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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

               Monday, April 23, 2007, Vol. 11, No. 95

                             Headlines

ACANDS INC: Wants Exclusive Plan Filing Period Moved to June 11
ADELPHIA COMMS: Seeks Court OK to Release Non-Admin. Agents' Funds
ADVANCED MARKETING: Asks Court to Extend Plan Filing to August 10
ADVANCED MARKETING: Asks Court to Fix Claims Bar Date to July 2
ADVANCED MARKETING: Wants to Sell U.K. Subsidiaries and Bookwise

AGRICORE UNITED: Proposed Merger Cues Moody's to Downgrade Ratings
ASARCO LLC: Gets Court Nod to Replace Ray Mine Crushing Equipment
ASARCO LLC: Court Stretches Action Removal Period to November 30
ATLANTIC EXPRESS: Refinancing Plan Cues S&P's CreditWatch
AU HOLDINGS: Moody's Puts Ba3 Rated Senior Secured Loan on Review

BANC OF AMERICA: S&P Raises Ratings on Series 2002-PB2 Certs.
BPO MANAGEMENT: Kelly & Company Raises Going Concern Doubt
CAPITAL AUTO: Fitch May Rate $9.4 Million Class D Notes at 'BB'
CIRRUS LOGIC: Earns $3.5 Million in Quarter Ended December 30
CKE RESTAURANTS: Board Increases Stock Repurchase to $250 Million

CLARKE AMERICAN: Prices $175 Million Offer of 11-3/4% Senior Notes
CLEAR CHANNEL: Sells TV Station Group to Providence for $1.2 Bil.
CLEAR CHANNEL: Raised Bid Prompts S&P to Cut Credit Rating to B+
COLLINS & AIKMAN: Plan Confirmation Hearing Adjourned to May 24
COLLINS & AIKMAN: Sells Soft Trim Business to Int'l Automotive

DELTA PETROLEUM: Prices Common Stock and Senior Notes Offering
DELTA PETROLEUM: S&P Junks Ratings on Proposed $100 Million Notes
DOUGLAS DYNAMICS: S&P Rates Proposed $85 Mil. Senior Loan at BB-
ENTEGRA TC: Planned Recapitalization Cues S&P's (P)B+ Debt Rating
EPICOR SOFTWARE: CRS Deal Prompts S&P to Lift Credit Rating to BB-

FASHION HOUSE: KMJ Corbin Reports Negative Going Concern Opinion
GATEHOUSE MEDIA: S&P Rates Proposed $275 Million Term Loan at BB-
GE CAPITAL: S&P Lifts Ratings on Series 2001-3 Certificates
GE COMM'L: DBRS Holds Low-B Ratings on 6 S. 2004-C2 Cert. Classes
GRAY TELEVISION: Completes Redemption of $253.81MM Senior Notes

GROVELAND ESTATES: Case Summary & 8 Largest Unsecured Creditors
HARBORVIEW MORTGAGE: Fitch Puts One Cert. Class on Negative Watch
ICONIX BRAND: Acquires Rocawear's Licensing and Brand Rights
ICONIX BRAND: S&P Rates $212.5 Mil. Senior Secured Term Loan at B+
INTEROCEANICA IV: S&P Rates $562 Mil. Senior Secured Notes at BB

IPCRE LTD: Low Operating Returns Prompt S&P to Lower Ratings
ISLE OF CAPRI: Posts $9.5 Million Net Loss in Qtr Ended January 28
JUNIPER CBO: Fitch Revises Distressed Ratings on Two Note Classes
JUNIPER CBO: Fitch Ups Rating on $20 Mil. Cl. A-4 Notes to 'C/DR2'
LATITUDE CLO: S&P Puts BB Rating on $8 Million Class F Notes

LB-UBS COMM'L: S&P Puts Low-B Ratings on 6 Certificate Classes
LYONDELL CHEMICAL: Fitch Holds B Rating on Sr. Subordinated Notes
MERISANT CO: Moody's Holds Ca Rating on $225MM Senior Sub. Notes
MERISANT WORLDWIDE: Moody's Holds Junk Corporate Family Rating
MERITAGE MORTGAGE: Monthly Losses Cue S&P's Ratings Downgrade

NEW CENTURY: Inks Pact Selling Servicing Business to Carrington
NEW CENTURY: Parties Balk at Sale of Loan Servicing to Carrington
NEW YORK WESTCHESTER: Court OKs Insurance Finance Pact with AICCO
NORTHWEST AIRLINES: Names New Board of Directors
NY WESTCHESTER: Panel Selects Deloitte as Financial Advisors

NIGHTHAWK SYSTEMS: GHP Horwath Raises Going Concern Doubt
PLAIN EXPLORATION: To Acquire All Oil & Gas Interests for $946MM
PLAINS EXPLORATION: Oil & Gas Purchase Cues S&P's Low-B Ratings
POPE & TALBOT: Weak Earnings Prompt DBRS to Confirm Junk Rating
POSITRON CORPORATION: F. Sassetti Raises Going Concern Doubt

PUBLICARD INC: Deloitte & Touche Raises Going Concern Doubt
PUREBEAUTY INC: Files Amended Joint Plan and Disclosure Statement
RADNOR HOLDINGS: U.S. Trustee Wants Ch. 11 Liquidation Plan Filed
RICHARD IAMUNNO: Case Summary & 12 Largest Unsecured Creditors
SAINT ACQUISTION: Moody's Junks Rating on $835 Mil. Senior Notes

SEA CONTAINERS: Court OKs Conyers Dill as Panel's Bermuda Counsel
SEA CONTAINERS: Services Committee Can Hire Pepper Hamilton
SIX FLAGS: Posts $189.7MM Net Loss in Quarter Ended Dec. 31, 2006
SG MORTGAGE: Credit Deterioration Cues S&P to Lower Ratings
STRUCTURED ASSET: S&P Cuts Class B Cert. Rating from CCC to D

TECO ENERGY: Moody's Lifts Rating on Senior Unsecured Debt to Ba1
TRANS ENERGY: Malone & Bailey Raises Going Concern Doubt
TRIBUNE CO: Proposed $10.1BB Loan Prompts S&P's 'BB-' Rating
TRW AUTOMOTIVE: Completes Cash Tender Offers of Outstanding Notes
VCAMPUS CORPORATION: Reznick Group Expresses Going Concern Doubt

WILBRAHAM CBO: S&P Downgrades Rating on Class C Notes to 'D'

* 13 Proskauer Rose Attorneys Named as Rising Stars in Mass.

* BOND PRICING: For the Week of April 16 - April 20, 2007

                             *********

ACANDS INC: Wants Exclusive Plan Filing Period Moved to June 11
---------------------------------------------------------------
ACandS Inc. asks the U.S. Bankruptcy Court for District of
Delaware to further extend its exclusive periods to:

     a. file a Chapter 11 plan of reorganization through and
        including June 11, 2007; and

     b. solicit acceptances of that plan through and including
        July 19, 2007.

The Debtor tells the Court that it is actively negotiating with
the Official Committee of Asbestos Personal Injury Claimants and
the future claimants' representative to reach a consensus on the
terms of a new plan, thus, it needs additional time to continue
with its negotiations.

The Debtor says its request for extension is not intended to delay
or to pressure creditors to accept an unsatisfactory plan.  

Headquartered in Lancaster, Pennsylvania, ACandS Inc. was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on Sept. 16, 2002 (Bankr. Del.
Case No. 02-12687).

Laura Davis Jones, Esq., Curtis A. Hehn, Esq., James E. O'Neill,
Esq., and Michael Paul Migliore, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub, P.C., represent the Debtor in its
restructuring efforts.

Kathleen Campbell Davis, Esq., Aileen F. Maguire, Esq., Mark T
Hurford, Esq., and Marla Rosoff Eskin, Esq., at Campbell & Levine,
LLC, represent the Official Committee of Asbestos Personal Injury
Claimants.  When the Company filed for protection from its
creditors, it estimated debts and assets of over $100 million.

                      Chapter 11 Plan Update

The Hon. Judith K. Fitzgerald approved the adequacy of the
Debtor's Amended Disclosure Statement explaining their proposed
Plan of Reorganization on Oct. 3, 2003.  On Jan. 26, 2004, Judge
Fitzgerald entered Proposed Findings of Fact and Conclusions of
Law Re Chapter 11 Plan Confirmation (Doc. 979), recommending that
the U.S. District Court deny confirmation of the Debtor's Plan.
On Feb. 5, 2004, the Debtor and the Creditors Committee jointly
filed with the U.S. District Court for the District of Delaware an
objection to the Bankruptcy Court's Proposed Findings.  In that
filing, the Debtor and the Committee asked the District Court to
reject the Bankruptcy Court's Findings and Conclusions and confirm
the proposed chapter 11 plan.


ADELPHIA COMMS: Seeks Court OK to Release Non-Admin. Agents' Funds
------------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York to authorize the plan
administrator appointed by the Debtors, to release litigation
indemnification funds to non-administrative agents who rendered
services in the Debtors' case.

The Modified Fifth Amended Joint Chapter 11 Plan embodies a
compromise with respect to the payment of principal and interest
on Bank Claims arising under the three Co-Borrowing Credit
Agreements.

With respect to asserted indemnification and reimbursement
rights, the Plan establishes three types of Litigation
Indemnification Funds related to the Co-Borrowing Credit
Agreements:

   (i) an LIF for the Administrative Agents, each for
       $21,000,000;

  (ii) an LIF for the Non-Administrative Agents, aggregating
       $12,000,000 -- $4,000,000 per facility -- to be allocated
       and subdivided in accordance with the terms of a protocol
       developed in consultation with:

         * the Non-Administrative Agents that had appeared in the
           Debtors' Chapter 11 cases; and

         * the Ad Hoc Committee of Non-Agent Secured Lenders; and

(iii) an LIF, totaling $3,000,000, for syndicated lenders --
       holders of Bank Claims who are neither Administrative nor
       Non-Administrative Agents.

Inasmuch as each class of Syndicate Lenders voted to accept the
Plan, each of the LIFs was funded from withholdings from
distributions to Syndicate Lenders under the Plan.

Prior to the Plan's Effective Date, and in compliance with the
Protocol, the ACOM Debtors has provided written notice to the
Non-Administrative Agents notifying each of the requirement to
provide wire transfer instructions by March 5, 2007, and that a
failure to do so would result in the irrevocable waiver of any
right to receive any funds or payment from the NAG LIF.

Among the 19 Non-Administrative Agents identified by the
Protocol, two failed to provide wire transfer instructions to the
Plan Administrator by the Wire Transfer Deadline:

   (a) Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
       Rabobank Nederland, New York Branch; and

   (b) The Fuji Bank, Limited, now known as Mizuho Financial
       Group

Deutsche Bank Trust Company of Americas has provided wire
transfer instructions as the purported successor in interest to
Bankers Trust Company.  However, the Protocol lists Deutsche Bank
AG as one of the identified Non-Administrative Agents, and not
DBTC, as the successor to BTC.

On March 5, 2007, the ACOM Debtors' counsel has advised
Cooperatieve Centrale and Fuji Bank -- the non-compliant Non-
Administrative Agents -- of the Wire Transfer Deadline.

As of April 4, 2007, Quest Turnaround Advisors, LLC, as the
administrator to the Plan, has not received wire transfer
instructions from the Non-Compliant Non-Administrative Agents.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, contends that had each of the 19 Non-Administrative Agents
complied with the Protocol, each would have been entitled to a
pro-rata share of the Non-Administrative Agents LIF for $631,579

Since only 17 Non-Administrative Agents have provided wire
transfer instructions to the Plan Administrator by the Wire
Transfer Deadline, the funds that would have been allocated to
the Non-Compliants should instead be reallocated, evenly, among
the 17 Administrative Agents.  Thus, the 17 Non-Administrative
Agent's pro-rata share of the LIF is increased by $74,303 each,
in accordance with the Protocol.

Rather than incur the risk of being forced to seek disgorgement
of the $74,303 Reallocated Funds in the future based on a
potential objection by one or both of the Non-Compliant Non-
Administrative Agents, the Plan Administrator has determined to
allocate and distribute the funds for each of the Compliant
Agents as if all 19 were compliant -- each receiving $631,579.

The Plan Administrator has not distributed $1,263,158 of the NAG
LIF that otherwise would have been distributed to the Non-
Compliant Agents.  It has also not distributed to DBTC its pro
rata share of the Non-Administrative Agents LIF.

Hence, the Debtors ask the Court to:

   (a) distribute the $1,263,158 evenly among the Compliant Non-
       Administrative Agents, provided that each of them has
       provided the requisite Section 5.2(c)(v) Certificate, in
       conformity with the Protocol; and

   (b) distribute to DBTC the portion of the Non-Administrative
       Agents LIF that has been allocated to BTC.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represents the Debtors in
their restructuring efforts.  PricewaterhouseCoopers serves as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 168; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Court confirmed the Debtors' First Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Feb. 13, 2007.


ADVANCED MARKETING: Asks Court to Extend Plan Filing to August 10
-----------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
extend their exclusive periods to:

    (1) file a Chapter 11 plan until August 10, 2007; and

    (2) solicit acceptances of that plan until October 9, 2007.

The Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007.  Section 1121(b) of the Bankruptcy Code provides
for an initial 120-day period after the Petition Date during which
a debtor has the exclusive right to file a Chapter 11 plan.  
Section 1121(c)(3) provides that if a debtor proposes a plan
within the exclusive filing period, it has a period of 180 days
after the Petition Date to obtain acceptances of the plan.  

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors believe these
dates are consistent with the plan process timeline they have
discussed with the Official Committee of Unsecured Creditors.

Mr. Collins asserts that the Debtors' Exclusive Periods should be
extended because:

    (a) the Debtors' Chapter 11 cases are large and complex and
        they need more time to craft a plan of reorganization;

    (b) in addition to negotiating debtor-in-possession financing
        and the sales of their assets, the Debtors have been
        making significant progress in their efforts on
        stabilizing, winding down their remaining operations, and
        implementing the transition services related to the Sales;

    (c) while the Debtors will shortly file a request for the
        Court to establish bar dates for filing proofs of claim,
        it will only be after the claims bar date has passed that
        the Debtors will be in a position to begin evaluating the
        universe of claims against them and, in light of that
        evaluation and the results of their planning process,
        develop the plan; and

    (d) the Debtors believe that analysis of their remaining
        executory contracts and leases, review of claims,
        development of a draft plan and negotiations with their
        various constituencies regarding the terms of a plan and
        the related process, together with the day-to-day tasks of
        operating as Chapter 11 debtors-in-possession, will
        consume the bulk of their time and efforts in the coming
        months.

The Debtors submit that the extension of the Exclusive Periods
will not harm creditors or other parties-in-interest.  In light
of the significant issues that must be resolved before a plan can
be finalized, the Debtors believe that neither their creditors
nor any other party-in-interest would be in a position to propose
a plan before the proposed expiration of the Exclusive Filing
Period in the first instance.

Based in San Diego, California, Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,    
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.  (Advanced Marketing Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED MARKETING: Asks Court to Fix Claims Bar Date to July 2
---------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
enter a ruling establishing July 2, 2007, as the bar date by which
all entities, including governmental units, must file proofs of
claim in the Debtors' Chapter 11 cases.  Additionally, the Debtors
ask the Court to establish a bar date to file:

    (a) claims relating to the Debtors' rejection of executory
        contracts or unexpired leases pursuant to Section 365 of
        the Bankruptcy Code;

    (b) claims as a result of amendments to the Debtors' schedules
        of assets and liabilities;

    (c) administrative expense claims asserted under Section
        503(b)(9) of the Bankruptcy Code;

    (d) all other non-Section 503(b)(9) administrative expense
        claims arising or accruing on or before April 30, 2007,
        under Sections 503(b) and 507(a) of the Bankruptcy Code.

The Debtors ask the Court to approve the form and manner of
notice of the Bar Dates.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that as the General Bar Date falls
more than 180 days from the Petition Date, the General Bar Date
will apply to governmental units.  He notes that Rule 3003(c)(3)
of the Federal Rules of Bankruptcy Procedure provides that a
"court [will] fix and for cause shown may extend the time within
which proofs of claim or interest may be filed."

                        General Bar Date

Mr. Collins says that except as provided, the General Bar Date
would apply to all entities holding claims against the Debtors --
whether secured, unsecured, priority or unsecured non-priority --
that arose before the Petition Date.  The proposed General Bar
Date is approximately 60 days after the date the Debtors will
serve the Bar Date Notice.

The Debtors propose that, subject to the provisions set forth for
holders of claims subject to the proposed Rejection Bar Date, the
Schedules Bar Date, the Section 503(b)(9) Bar Date, and the First
Administrative Bar Date, these entities must file claims on or
before the General Bar Date:

    -- any entity whose prepetition claim against a Debtor is not
       listed in the applicable Debtor's Schedules or is listed as
       disputed, contingent or unliquidated in the Schedules, and
       that desires to participate or share in any distribution in
       the Debtors' Chapter 11 cases; and

    -- any entity that believes that its prepetition claim is
       improperly classified or is listed in an incorrect amount
       in the Schedules, and that desires to have its claim
       allowed in a classification or amount other than that
       identified in the Schedules.

These entities, whose claims otherwise would be subject to the
General Bar Date, need not file claims:

    -- any entity that already has properly filed a claim against
       one or more of the Debtors in accordance with the
       procedures described;

    -- any entity (1) whose claim against a Debtor is not listed
       as disputed, contingent or unliquidated in the Schedules,
       and (2) that agrees with the nature, classification and
       amount of its claim as identified in the Schedules;

    -- any entity whose claim against a Debtor previously has been
       allowed by, or paid pursuant to, a Court ruling;

    -- Interest Holders whose claims are based exclusively on the
       ownership of Interests; and

    -- any of the Debtors that hold claims against one or more of
       the Debtors.

                        Rejection Bar Date

Unless a different deadline has previously been established by a
Court ruling, the Debtors propose that for any claim relating to
a rejection of an executory contract or unexpired lease, the bar
date for the claim will be the later of (a) the General Bar Date
for all Entities, or (b) 30 days after the service of a Court
ruling approving rejection on the affected entities.

                        Schedules Bar Date

The Debtors propose that they will retain the right to:

    * dispute, or assert offsets or defenses against, any filed
      claim or any claim listed or reflected in the Debtors'
      Schedules as to nature, amount, liability, classification or
      otherwise;

    * subsequently designate any claim as disputed, contingent or
      unliquidated; and

    * otherwise amend their Schedules, provided that if one of the
      Debtors amends its Schedules to reduce the undisputed, non-
      contingent and liquidated amount or to change the nature or
      classification of a claim against a Debtor, the affected
      claimant will have until the Schedules Bar Date to file a
      claim or to amend any previously filed proof of claim in
      respect of the amended scheduled claim.

The Debtors ask the Court to fix the Schedules Bar Date to the
later of (a) the General Bar Date, or (b) 30 days after the date
that a notice of the applicable amendment to the Schedules, if
any, is served on the claimant.

To the extent the Debtors amend their Schedules relating to the
claim of any creditor, the Debtors will serve notice of both the
amendment and the Schedules Bar Date on the affected creditor.
Nothing would preclude the Debtors from amending their Schedules
in accordance with the Local Rules of Bankruptcy Practice and
Procedure for the U.S. Bankruptcy Court in the District of
Delaware.

                      Section 503(b)(9) Bar Date

To properly address all Section 503(b)(9) Claims, the Debtors
propose that the Court establish the General Bar Date as the
Section 503(b)(9) Bar Date.  The Debtors believe that the time
period is adequate and appropriate under the circumstances
because:

    (a) Rule 2002 of the Federal Rules of Bankruptcy Procedure
        only requires 20 days notice of a claims bar date; and

    (b) holders of reclamation claims are provided, by statute,
        only 20 days to file reclamation claims, and Section
        503(b)(9) Claims might overlap with reclamation claims.

Under Section 503(b)(9), a claim is accorded administrative
expense priority where the claim is for "the value of any goods
received by the debtor within 20 days before the date of
commencement of a case under [Chapter 11] in which the goods have
been sold to the debtor in the ordinary course of [the] debtor's
business."  Thus, the Debtors must pay these claims in full to
confirm a bankruptcy plan, Mr. Collins says.

The Debtors ask the Court to approve the notice procedures
designed to apprise holders of potential Section 503(b)(9) Claims
that if they fail to file a request for payment of claims on or
before the Section 503(b)(9) Bar Date, the holders will be
forever barred and estopped from asserting their Section
503(b)(9) Claims against the Debtors.

                  First Administrative Bar Date

The Debtors propose that the Court establish the General Bar Date
as the First Administrative Bar Date.  The First Administrative
Bar Date is the deadline for claimants requesting the allowance
of administrative expense claims arising under Sections 503(b),
507(a) or any other section of the Bankruptcy Code, except
Section 503(b)(9) Claims, arising or accruing on or after the
Petition Date but prior to or on April 30, 2007, to file a claim.

Mr. Collins asserts that the circumstances of the Debtors'
Chapter 11 cases justify setting the First Administrative Bar
Date as requested because the Debtors are in the process of
completing the sale of substantially all of their assets and
intend to file a Chapter 11 plan.  In connection with the Plan
and wind-down process, the Debtors must ascertain the amount and
the extent of Administrative Expense Claims asserted against
their estate.

The Debtors also propose that the Court approve their proposed
proof of administrative claim form; permit creditors to assert
claims without the necessity of requesting a formal hearing; and
set an objection deadline.

The Debtors propose that these entities, whose claims otherwise
would be subject to the First Administrative Bar Date, need not
file claims:

    * professionals retained pursuant to Sections 327, 328 and 363
      of the Bankruptcy Code who may seek fees, expenses and other
      compensation for their services;

    * members of the Official Committee of Unsecured Creditors who
      may seek expenses pursuant to Section 503(b)(3)(F) of the
      Bankruptcy Code;

    * those seeking fees payable and unpaid under Section 1930 of
      the Judiciary Procedures Code;

    * those seeking fees or charges assessed against the Debtors'
      estates under Section 123 of the of the Judiciary Procedures
      Code;

    * employees, officers and directors employed by the Debtors as
      of the Service Date; and

    * any of the Debtors or their affiliates who may seek to
      assert inter-company claims.

Any entity holding an interest in any Debtor, which interest is
based exclusively on the ownership of common or preferred stock
in a corporation, a membership interest in a limited liability
partnership, or warrants or rights to purchase, sell, or
subscribe to a security or interest, need not file a proof of
interest on or before the General Bar Date.  However, Interest
Holders who wish to assert claims against any of the Debtors that
arise out of or relate to the sale, issuance, or distribution of
the Interest, must file claims on or before the General Bar Date,
unless another exception identified in the request applies.

The Debtors will serve on all known entities holding potential
prepetition claims:

    (i) a notice of the Bar Dates;

   (ii) a proof of claim form based upon Official Form No. 10;

(iii) the Section 50.3(b)(9) Claim Request form; and

   (iv) the Proof of Administrative Claim Form.

The Debtors anticipate that they will serve on all known Entities
holding potential prepetition Claims the Bar Dates Notice Package
within three business days after the Court approves the request.
All entities asserting claims against more than one Debtor are
required to file a separate claim with respect to each Debtor.

              About Advanced Marketing Services Inc.

Based in San Diego, California, Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,    
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.  The Debtors' exclusive period to file a
chapter 11 plan expires on Apr. 28, 2007. (Advanced Marketing
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED MARKETING: Wants to Sell U.K. Subsidiaries and Bookwise
----------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates have
asked the United States Bankruptcy Court for the District of
Delaware to allow the Debtor's entry into, and performance under,
two separate Stock Purchase Agreements dated April 5, 2007, with:

    (1) Medwyn Lloyd Hughes and Catherine Elizabeth Goodman, under
        which Mr. Hughes and Ms. Goodman will acquire from AMS all
        of the outstanding shares of capital stock, and certain
        selected inventory, of Publishers Group UK Limited, and
        H.I. Marketing Limited -- AMS's wholly owned subsidiaries
        under the laws of the United Kingdom,; and

    (2) Brumby Books Holdings Pty Ltd, under which Brumby will
        acquire from AMS all of the outstanding shares of capital
        stock, and certain selected inventory, of AMS's wholly
        owned subsidiaries (a) Bookwise International Pty Ltd,
        based in Australia, and (b) Bookwise Asia Pte Ltd., based
        in Singapore.

The Debtors ask the Court to determine that the sale and transfer
of the Shares and the Selected APG Inventory are free and clear
of Liens.  The Debtors also ask the Court to approve the form and
manner of the notices of the Sales.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the Buyers have agreed to
participate in an auction for the Companies and the Selected APG
Inventories, subject to bid procedures provided for in the
Purchase Agreements, and the receipt of higher and better offers
before 5:00 EDT on April 20, 2007.

Mr. Collins relates that Mr. Hughes and Ms. Goodman founded HI
Marketing in 1992, and were appointed managers of Publishers UK
after the acquisition of HI Marketing by AMS in 2002.  Mr. Hughes
and Ms. Goodman have significant duties with and at the U.K.
Companies, including day-to day operations, strategic planning,
sales and marketing, and creating and maintaining relationships
with vendors.

Brumby, on the other hand, operates in the wholesale book
distribution business for Australian and international customers.
Brumby represents over 150 publishers, most of which are
represented in Australia on an exclusive basis.  Brumby's primary
focus is on the representation of quality medium-sized publishers
who do not have their own distribution networks in Australia.

Mr. Collins asserts that Mr. Hughes and Ms. Goodman are well
qualified to purchase the Shares and to operate the U.K.
Companies going forward -- thereby increasing the chances that
the Companies will be successful and profitable in the future --
because of their strong ties with the U.K. Companies.  On the
other hand, the Debtors believe that Brumby's expertise and
reputation in the industry make it a desirable purchaser of
Bookwise and the Selected APG Inventory, as it is well suited to
assume Bookwise's operations and incorporate them into its
current business model.

Mr. Collins notes that although Mr. Hughes and Ms. Goodman have
long been associated with management at the U.K. Companies, they
have little relationship with the Debtors directly.  The Debtors
are informed, among other things, that Mr. Hughes and Ms. Goodman
own no stock in the Debtors, and the U.K. Companies maintain
their own books and records.

Mr. Collins notes that each of the Purchase Agreements, subject
to Court approval, contemplates these transactions:

    (a) AMS will sell, transfer, convey, assign and deliver to the
        Buyers, and the Buyers will purchase, acquire and accept
        from AMS, all of the Shares and the Selected APG Inventory
        free and clear of all liens, claims, encumbrances,
        mortgages, security interests, pledges, equities and other
        restrictions or charges of any kind or nature whatsoever,
        including all "interests" as the term is defined in
        Section 363(f) of the Bankruptcy Code;

    (b) At the date of the Closing, AMS will deliver to the Buyers
        stock certificates evidencing the Shares, duly endorsed
        for transfer or accompanied by duly executed assignment
        documents, and the Buyers will make the payment;

    (c) each Purchase Agreement provides representations and
        warranties from AMS to the Buyers, and vice versa, that
        are reasonable and customary for transactions of this
        type, including representations as to the due organization
        of the parties and their due authorization to enter into
        and perform under each of the Purchase Agreements; and

    (d) The Sales are an "As Is" Transaction and, if the Closing
        occurs, the Buyers will accept the Companies, the Shares
        and the Selected APG Inventory at the Closing Date "As
        Is," "Where Is" and "With All Faults," subject to the
        provisions of the Purchase Agreements and the Court's
        approval.

With respect to the U.K. Sale, the Purchase Price to be paid by
Mr. Hughes and Ms. Goodman to AMS at Closing will be the cash sum
of:

    (i) $50,000 for the Shares; and

   (ii) $66,325 for Selected APG Inventory, excluding any
        applicable taxes which will be borne by Buyers; and

  (iii) $100,000 of the outstanding inter-company receivables
        owing from either of the Companies to Seller or any of its
        affiliates with respect to all inter-company trade
        receivables.

With respect to the Bookwise Sale, the Purchase Price to be paid
by Brumby to AMS at Closing will be the cash sum of:

    (i) AU$200,000 for the Shares of Bookwise International;

   (ii) $100,000 for the Shares of Bookwise Asia;

  (iii) $24,273 for the Selected APG Inventory; and

   (iv) $210,000 in full settlement and satisfaction of all
        Inter-Company Obligations.

A full-text copy of the U.K. Sale's Purchase Agreement, including
its schedules and exhibits, is available for free at:

               http://researcharchives.com/t/s?1d8d

A full-text copy of the Bookwise Sale's Purchase Agreement,
including its schedules and exhibits, is available for free at:

               http://researcharchives.com/t/s?1d8e

Because the Debtors and the Buyers wish to close the proposed
Sales as soon as reasonably practicable, the Debtors ask the
Court to waive the 10-day stay required pursuant to Rule 6004(h)
of the Federal Rules of Bankruptcy Procedure to permit the Sales
to close immediately after the Court's approval of the Sales.

The Debtors believe, in an exercise of their business judgment,
that the terms of each of the Purchase Agreements and the Sales
are fair and reasonable, and that the Sales will help maximize
the value of the AMS estate for the benefit of the Debtors'
creditors, stakeholders and other parties-in-interest.

The Debtors and their professionals have marketed the Assets and
believe it is unlikely that any other purchasers of the Assets
exist, Mr. Collins explains.  Due to their past relationship with
the U.K. Companies and Bookwise, the Debtors believe that the
Buyers are almost uniquely in a position to extract value from
the Assets.  Nonetheless, the Debtors and the Buyers have agreed
to make the transactions contemplated by the Purchase Agreements
explicitly subject to higher and better offers.

                       Company's Statement

Advanced Marketing Services Inc. said in a press statement dated
April 12, 2007, that on April 5, 2007, it entered into two
separate stock purchase agreements to sell all of the capital
stock of Publishers Group UK Ltd. and H.I. Marketing Ltd. to Cathy
Parson and Medwyn Hughes, and to sell all of the capital stock of
Bookwise International Pty Ltd. and Bookwise Asia Pte Ltd. to
Brumby Books Holdings Pty Ltd.  Each transaction is subject to
higher and better offers.

On April 6, 2007, AMS filed motions with the Court requesting
approval of the sale transactions under section 363 of the U.S.
Bankruptcy Code.  Following the completion of a bidding process
and an auction, if necessary, AMS anticipates that both sale
transactions will close by May 1, 2007, pursuant to the
requirements of the stock purchase agreements.

"We have dealt with Bookwise for many years and we have great
respect for its people and its publishers," commented the
Managing Director of Brumby Books.  He continued, "This agreement
with AMS, once consummated, will bring together our two
distribution businesses and will provide the scale for these
businesses to compete more effectively in the highly competitive
Australasian marketplace.  There are great similarities and
synergies between our businesses and we are excited about the
opportunities ahead."

Medwyn Hughes stated, "We are delighted to have the opportunity to
acquire Publishers Group UK and H.I. Marketing.  We believe that
as a private company we can deliver the service excellence
required to satisfy both our client publishers and customers."  
"We would like to thank all the publishers for their support over
the last few months.  This is an opportunity for us to take the
company back to its roots," added Cathy Parson.

AMS previously entered into purchase agreements with Baker &
Taylor, Inc., for the sale of the majority of AMS's assets, and
with Perseus Books, L.L.C. for the sale of certain assets of its
debtor subsidiary Publishers Group West, Inc.; both of these
prior sales were approved by the Bankruptcy Court and have
closed.

As previously announced, in connection with the pending Chapter 11
proceeding, AMS does not anticipate that any payments will be made
with respect to outstanding shares of AMS's common stock.

               About Cathy Parson and Medwyn Hughes

Cathy Parson and Medwyn Hughes have worked together in the book
distribution business for over 25 years.  In 1992 they founded
H.I. Marketing Ltd. and, prior to selling to AMS in 2002, had
developed it into one of the premier sales and marketing agencies
in the United Kingdom.  They currently manage Publishers Group UK
in the respective roles of Commercial Director and Divisional
Director.

                        About Brumby Books

Brumby Books was founded in the mid 1980's and has operated
on a consistently profitable basis since then.  It was purchased
by its current owners in 2004 whose strategy has been to grow
organically and to acquire similarly positioned distribution
businesses where consolidation opportunities exist.  The company
is privately owned and is headquartered near Melbourne.

              About Advanced Marketing Services Inc.

Based in San Diego, California, Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,    
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.  The Debtors' exclusive period to file a
chapter 11 plan expires on Apr. 28, 2007. (Advanced Marketing
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AGRICORE UNITED: Proposed Merger Cues Moody's to Downgrade Ratings
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the long-term ratings of Agricore United, including its Ba3
corporate family rating, following the company's announcement that
it had accepted a revised, all-cash bid from privately held James
Richardson International Limited.  It is Moody's view that some
portion of the $1.1 billion cash consideration might well be
funded with debt, and could create a more highly levered and less
creditworthy entity than Agricore is today.  Moody's affirmed
Agricore United's speculative grade liquidity rating of SGL-2.

Ratings on review for possible downgrade:

Agricore United

   * Corporate family rating at Ba3
   * Probability of default rating at Ba3
   * Senior secured revolving credit at Ba3 (LGD3, 45%)
   * Senior secured term loan at Ba3 (LGD3, 45%)

AU Holdings

   * Senior secured term loan based on parent guarantee at Ba3

Rating affirmed:

   * Speculative Grade Liquidity Rating at SGL-2

Under the terms of the proposed merger, Agricore United's common
shareholders will receive cash of CDN$19.25 per share and
preferred shareholders CDN$24 per shared.  After the merger,
Richardson Agricore Limited will be majority owned by the parent
of JRI, with a significant minority stake held by Ontario
Teachers' Pension Plan.  Archer Daniels Midland, a 28% shareholder
of Agricore United, must tender its shares to, and vote in favor
of, a bona fide proposed merger that has been recommended or
accepted by Agricore's board unless ADM makes a proposal that is
determined by Agricore's board to be more favorable.  ADM has
until the expiry of the JRI's takeover bid, or before the date on
which the shareholders of Agricore United approve such a
transaction, to act.  Moody's also notes the possibility that
Saskatchewan Wheat Pool Inc. -- another Canadian agribusiness
company which had also made acquisition offers for Agricore United
-- might make a counter-bid to this most recent JRI offer.

Moody's review will focus on the combined companies' post
transaction capital structure and financial flexibility,
integration risks, growth prospects, and its operating plan
including capital expenditures and the potential for cost savings.

The affirmation of Agricore United's liquidity rating of SGL-2
reflects Moody's view that despite the volatility of its
commodity-based businesses and the high seasonality of earnings
and cash flows, Agricore United has demonstrated its ability to
operate efficiently and maintain sufficient liquidity.  Over the
next 12 months, Moody's anticipates that the company will generate
enough free cash flow to satisfy its working capital, dividend,
and capital expenditure requirements.  Moody's expects Agricore
United to remain in compliance with financial covenants over the
next 12 months, although the cushion is modest.  Agricore United's
alternative sources of liquidity are limited since all of its
assets are pledged to its credit facilities.  Moody's notes that
as plans for financing Agricore United's acquisition develop
further, the company's liquidity profile and SGL rating could
change.

Headquartered in Winnipeg, Canada, Agricore United, is a
moderate size agribusiness, with operations in grain handling,
the production and sale of crop production inputs, animal feed,
and the extension of financial services to the western Canadian
agricultural community.  Agricore United's revenues for the fiscal
year ended October 31, 2006 were nearly CDN$3 billion.


ASARCO LLC: Gets Court Nod to Replace Ray Mine Crushing Equipment
-----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas to
decommission the existing Ray Mine in-pit crusher and conveyor
system at the earliest date possible and install a replacement
crusher in a different location.

The Crusher Project will increase ASARCO's cash flow by
approximately $74,400,000 over the life of the Crusher Project on
an undiscounted basis, James R. Prince, Esq., at Baker Botts LLP,
in Dallas, Texas, pointed out.  The Crusher Project's value is
estimated to be approximately $65,600,000 using a 10% discount
rate over a 10-year period starting in early 2006.

Mr. Prince informed the Court that the existing crusher system in
the Ray Mine located at Kearney, Arizona, had been damaged through
faults in the pit wall where it is installed, causing loss of
production.

According to Mr. Prince, the aggregate capital forecast for the
Crusher Project is $44,800,000, which consists of:

   -- $38,400,000 for the crusher, conveyor and wall;

   -- $1,500,000 for the civil works, material for the wall and
      geo-technical work;

   -- $3,300,000 for related mining costs; and

   -- $1,100,000 for other costs like relocation of some support
      facilities and concrete wall.

Mr. Prince contended that relocating the primary crusher in 2008
will allow ASARCO to more efficiently operate the Ray Mine and
increase production at a time when higher productivity is
essential to its reorganization efforts by:

   (a) facilitating the mining of 35,000,000 tons of exposed ore;

   (b) producing substantial cost savings and fewer haul trucks
       required for the Ray Mine; and

   (c) reducing the risk of slope failures with the resulting
       loss of production.

                        About ASARCO LLC

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 42 and 44; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Court Stretches Action Removal Period to November 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended, until Nov. 30, 2007, the period wherein ASARCO LLC and
its debtor-affiliates may remove civil actions.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble & Culbreth
& Holzer, P.C., in Corpus Christi, Texas, maintains that the
Debtors need more time to review the complex lawsuits that they
are involved in for them to determine whether removal of the
various cases is in their best interest.

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 42 and 44; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ATLANTIC EXPRESS: Refinancing Plan Cues S&P's CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC+' corporate credit rating, on Atlantic Express
Transportation Corp. on CreditWatch with positive implications.  
The CreditWatch listing follows the company's announcement that
it plans to refinance its existing debt with a new $165 million
senior secured debt offering.  The Staten Island, New York-based
school bus transportation company has about $220 million of lease-
adjusted debt outstanding.
      
"We believe that the refinancing of debt, coupled with recently
improved operating performance, will bolster liquidity and likely
lead to a modest upgrade," said Standard & Poor's credit analyst
Lisa Jenkins.  S&P expect to rate the new issue shortly and will
withdraw the rating on the company's outstanding 12% senior
secured notes due 2008 when the refinancing is completed.
     
Atlantic Express is the fourth-largest (albeit in a very
fragmented industry) provider of school bus transportation in the
U.S. and the leading provider in New York City.  Atlantic Express
derived 51% of its revenues in the fiscal year ended June 2006
from the New York City Department of Education.  In June 2005,
Atlantic Express extended its contract with the DOE for an
additional five years through June 30, 2010.  The new contract
terms included price increases, the recapture of CPI increases not
given in prior years, full annual CPI increases, the full
reimbursement of all costs related to escorts, plus a 5%
administrative fee.  Benefits from the new contract terms have
contributed to improved performance at Atlantic Express, although
the company remains exposed to increases in fuel prices beyond
what is covered by the CPI increase and other unexpected cost
increases.
     
Standard & Poor's will assess the company's operating outlook and
projected liquidity position in conjunction with an assessment of
the proposed refinancing of debt.  S&P will likely raise the
corporate credit rating if it appears that Atlantic Express can
sustain an improved liquidity position.  However, the magnitude of
the upgrade is likely to be limited by the company's still highly
leveraged financial profile and significant customer
concentration.


AU HOLDINGS: Moody's Puts Ba3 Rated Senior Secured Loan on Review
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the long-term ratings of Agricore United, including its Ba3
corporate family rating, following the company's announcement that
it had accepted a revised, all-cash bid from privately held James
Richardson International Limited.  It is Moody's view that some
portion of the $1.1 billion cash consideration might well be
funded with debt, and could create a more highly levered and less
creditworthy entity than Agricore is today.  Moody's affirmed
Agricore United's speculative grade liquidity rating of SGL-2.

Ratings on review for possible downgrade:

Agricore United

   * Corporate family rating at Ba3
   * Probability of default rating at Ba3
   * Senior secured revolving credit at Ba3 (LGD3, 45%)
   * Senior secured term loan at Ba3 (LGD3, 45%)

AU Holdings

   * Senior secured term loan based on parent guarantee at Ba3

Rating affirmed:

   * Speculative Grade Liquidity Rating at SGL-2

Under the terms of the proposed merger, Agricore United's common
shareholders will receive cash of CDN$19.25 per share and
preferred shareholders CDN$24 per shared.  After the merger,
Richardson Agricore Limited will be majority owned by the parent
of JRI, with a significant minority stake held by Ontario
Teachers' Pension Plan.  Archer Daniels Midland, a 28% shareholder
of Agricore United, must tender its shares to, and vote in favor
of, a bona fide proposed merger that has been recommended or
accepted by Agricore's board unless ADM makes a proposal that is
determined by Agricore's board to be more favorable.  ADM has
until the expiry of the JRI's takeover bid, or before the date on
which the shareholders of Agricore United approve such a
transaction, to act.  Moody's also notes the possibility that
Saskatchewan Wheat Pool Inc. -- another Canadian agribusiness
company which had also made acquisition offers for Agricore United
-- might make a counter-bid to this most recent JRI offer.

Moody's review will focus on the combined companies' post
transaction capital structure and financial flexibility,
integration risks, growth prospects, and its operating plan
including capital expenditures and the potential for cost savings.

The affirmation of Agricore United's liquidity rating of SGL-2
reflects Moody's view that despite the volatility of its
commodity-based businesses and the high seasonality of earnings
and cash flows, Agricore United has demonstrated its ability to
operate efficiently and maintain sufficient liquidity.  Over the
next 12 months, Moody's anticipates that the company will generate
enough free cash flow to satisfy its working capital, dividend,
and capital expenditure requirements.  Moody's expects Agricore
United to remain in compliance with financial covenants over the
next 12 months, although the cushion is modest.  Agricore United's
alternative sources of liquidity are limited since all of its
assets are pledged to its credit facilities.  Moody's notes that
as plans for financing Agricore United's acquisition develop
further, the company's liquidity profile and SGL rating could
change.

Headquartered in Winnipeg, Canada, Agricore United, is a
moderate size agribusiness, with operations in grain handling,
the production and sale of crop production inputs, animal feed,
and the extension of financial services to the western Canadian
agricultural community.  Agricore United's revenues for the fiscal
year ended October 31, 2006 were nearly CDN$3 billion.


BANC OF AMERICA: S&P Raises Ratings on Series 2002-PB2 Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Inc.'s series 2002-PB2.  
Concurrently, the ratings on the remaining classes from the same
series were affirmed.
     
The raised and affirmed ratings reflect the stable performance of
the pool and increased credit enhancement levels that provide
adequate support through various stress scenarios, as well as loan
defeasance ($142.5 million, 15.5% of the pool) and the stable
performance of the transaction.
     
As of the April 11, 2007, remittance report, the collateral pool
consisted of 105 loans with an aggregate trust balance of
$918 million, down from 118 loans with a balance of $1.12 billion
at issuance.  The master servicer, Bank of America N.A., reported
interim and full-year 2006 financial information for 99.5% of the
pool, which excludes the defeased collateral.  Based on this
information, Standard & Poor's calculated a weighted average
debt service coverage (DSC) of 1.34x, compared with 1.36x at
issuance.  There are no specially serviced loans in the pool.  To
date, the trust has experienced seven losses totaling
$16.9 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $338 million (37%) and a weighted average
DSC of 1.42x, up from 1.39x at issuance.  None of the top 10 loans
are on the servicer's watchlist.  Standard & Poor's reviewed
property inspections provided by the master servicer for all but
one of the assets underlying the top 10 loans.  The second-largest
loan is secured by ground leases, and the collateral was not
inspected.  One property was characterized as "fair," while the
remaining collateral was characterized as "good."
     
Credit characteristics for the largest and second largest loan,
reflected investment-grade characteristics at issuance and
continue to do so.
     
The largest loan in the pool, Regency Square, has a trust balance
of $77.4 million (8%).  The loan is secured by a 464,861-sq.-ft.
regional mall in Richmond, Virginia Two Hecht's stores, a
JCPenney, and a Sears anchor the mall.  Only the Hecht's stores
are part of the collateral. The mall is 32 years old and is
struggling against newer competition in the marketplace, including
Short Pump Town Center, which opened in the fall of 2003, and
Stony Point Fashion Park, an open-air shopping center five miles
from Regency Square.  Taubman Centers Inc. is the sponsor for
Regency Square and Stony Point.  Sales per sq. ft. at Regency
Square have fallen to the mid-$200 per sq. ft. area since 2005
from the mid-$400s at issuance, and occupancy dropped to 83.5% in
2005 from 97.5% at issuance.  However, Taubman has made progress
toward repositioning and stabilizing the asset.  As of year-end
2006, the DSC was $1.24x and occupancy was 100%.
     
The second-largest loan, Town Center East, has a balance of
$42.6 million (5%) and is secured by the fee-simple interest in
six land parcels totaling 26.5 acres in Foster City, California.  
The improvements are occupied by investment-grade tenants.  For
the nine months ended Sept. 30, 2006, NCF was $3.3 million and DSC
was 1.28x.
     
The master servicer reported a watchlist of 19 loans with an
aggregate outstanding balance of $110.3 million (12%).  None of
the top 10 loans appear on the watchlist.  Multifamily properties
secure the majority of the loans on the watchlist.  Most appear on
the watchlist because of low DSC or low occupancies.
     
Standard & Poor's stressed various loans in the transaction,
paying closer attention to those on the watchlist.  The resultant
credit enhancement levels support the raised and affirmed ratings.

                            Ratings Raised
     
                 Banc of America Commercial Mortgage Inc.
               Commercial mortgage pass-through certificates
                           series 2002-PB2
             
                             Rating
                             ------
              Class     To       From   Credit enhancement
              -----     --       ----    ----------------
                E       AAA       AA         14.69%
                F       AA+       AA-        13.47%
                G       AA        A+         11.94%
                H       A         A-         10.10%
     

                          Ratings Affirmed
     
              Banc of America Commercial Mortgage Inc.
           Commercial mortgage pass-through certificates
                           series 2002-PB2

                 Class    Rating   Credit enhancement
                 -----    ------   ------------------
                  A-2      AAA           25.72%
                  A-3      AAA           25.72%
                  A-4      AAA           25.72%
                  B        AAA           20.21%
                  C        AAA           18.37%
                  D        AAA           16.84%
                  J        BBB+           8.57%
                  K        BBB            6.73%
                  L        BB+            4.59%
                  M        BB-            3.67%
                  N        B+             2.22%
                  O        B              1.43%
                  P        B-             0.81%
                  X-P      AAA             N/A
                  X-C      AAA             N/A
                        

                          *N/A-Not applicable.


BPO MANAGEMENT: Kelly & Company Raises Going Concern Doubt
----------------------------------------------------------
Kelly & Company, in Costa Mesa, Calif., expressed substantial
doubt about BPO Management Services Inc. fka netGuru Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006.  
The auditing firm pointed to the company's net losses for the year
ended Dec. 31, 2006, of $2.6 million and for the period from
July 26, 2005, to Dec. 31, 2005, of $800,520.  The firm also noted
the company's reliance upon private equity funding to fund its
operating capital requirements.

BPO reported a net loss of $2.6 million on total net revenues of
$4.7 million for the year ended Dec. 31, 2006, compared with a net
loss of $800,520 on total net revenues of $2.3 million for the
period from July 26 to Dec. 31, 2005.  

BPO's approximately five months of operations in 2005 was due to
the acquisition of the company in a Dec. 15, 2006 reverse merger.  
Immediately following the reverse merger, netGuru Inc. changed its
name to BPO Management Services Inc.

The increase in total net revenues is primarily due to the
inclusion of $1.8 million of revenues from the IT Outsourcing
services segment in fiscal 2006 from none in 2005.

Selling, general and administrative expenses increased by
$4.5 million, or 366.4%, to $5.7 million in fiscal 2006 from
$1.2 million for the period from July 26 to Dec. 31, 2005,
primarily due to a full year of operations in fiscal 2006 compared
to approximately five months' operations in the prior period.  

In 2005, the company recorded $1 million in estimated severance
liability related to certain terminated employees of ADAPSYS
Transaction Processing.  A review was conducted in December 2006,
and it was determined that the actual and anticipated costs
related to the employee severance liability were less than
previously anticipated and consequently the company recognized
income of $223,726.

Net interest expense increased in fiscal 2006 to $166,174 from net
interest income of $7,210 in 2005 primarily due to $73,879 in loan
origination fees and $19,541 in interest expense on bridge loans.  
In addition, $38,572 of interest expense in fiscal 2006 related to
the amortization of the value of warrants issued pursuant to
bridge loans.  

At Dec. 31, 2006, the company's balance sheet showed $7.2 million  
in total assets, $5.6 million in total liabilities, and
$1.6 million in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $1.9 million in total current assets available to
pay $5.3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1d96

                       About BPO Management

BPO Management Services Inc. -- http://bpoms.com/-- is a business  
process outsourcing service provider that offers a diversified
range of on-demand services, including human resources,
information technology, enterprise content management, and finance
and accounting, to support the back-office functions of middle-
market enterprises on an outsourced basis.  


CAPITAL AUTO: Fitch May Rate $9.4 Million Class D Notes at 'BB'
---------------------------------------------------------------
Fitch Ratings expects to assign these ratings to asset backed
notes issued by Capital Auto Receivables Asset Trust 2007-1:

   -- $419,000,000 class A-1 5.32455% asset-backed notes 'F1+';
   -- $525,000,000 class A-2 5.22% asset-backed notes 'AAA';
   -- $215,000,000 class A-3a 5% asset-backed notes 'AAA';
   -- $324,000,000 class A-3b floating-rate asset-backed
      notes 'AAA';
   -- $118,000,000 class A-4a 5.01% asset-backed notes 'AAA';
   -- $177,151,000 class A-4b floating-rate asset-backed
      notes 'AAA';
   -- $61,153,000 class B 5.15% asset-backed notes 'A';
   -- $28,225,000 class C 5.38% asset-backed notes 'BBB';
   -- $9,408,000 class D 6.57% asset-backed notes 'BB'.

The expected ratings are based upon the available credit
enhancement, terms of the interest rate swaps, the transaction's
sound legal structure, and the high quality of the retail auto
receivables originated and serviced by General Motors Acceptance
Corporation.  Fitch's expected ratings address the likelihood of
noteholders receiving payment of interest and principal in
accordance with the terms of the transaction's governing
documents.

Interest on notes will be distributed on the 15th of each month,
beginning on May 15, 2007.  Monthly interest is allocated first to
the class A notes on a pro rata basis and then, sequentially, to
the class B, C, and D notes.  Principal on the notes will be paid
sequentially beginning with class A-1.  In certain cases funds
that would otherwise be used to pay subordinate note interest
payments may be used to bring senior notes to parity with the
collateral pool.

The receivables in the CARAT 2007-1 transaction are originated by
GMAC in accordance with GMAC's underwriting standards.  Similar to
the past five transactions, 2007-1 contains non-subvented loans
and used vehicles, 2007-1 includes 12.28% of non-subvented loans,
and 12.99% used vehicles.  There is high concentration of loans
with original terms between 61-72 months, at 47.38%.  The APR from
the 2007-1 transaction has increased to 4.48% from 3.85% in 2006-
1.  Average original term has increased from 60.43 months in 2006-
1 to 62.89 months.

Initial credit enhancement equal to 6% for the class A notes
(5.25% subordination, a 0.5% fully funded reserve account, and
0.25% overcollateralization, 2.75% for the class B notes
(2% subordination, 0.5% reserve, and 0.25% OC), 1.25% for the
class C notes (0.5% subordination, 0.5% reserve, and 0.25% OC) and
0.75% for the class D notes (0.5% reserve and 0.25% OC).

Based on the loss statistics of GMAC's prior securitizations, as
well as GMAC's U.S. retail portfolio performance, Fitch expects
solid performance from the pool of receivables in the 2007-1
transaction.  For the year ending 2006, GMAC's net retail
portfolio of approximately 4.05 million contracts had 60-day
delinquencies as a percentage of contracts outstanding of 0.19%,
and net losses as a percentage of the average net receivables were
0.69%.


CIRRUS LOGIC: Earns $3.5 Million in Quarter Ended December 30
-------------------------------------------------------------
Cirrus Logic Inc. reported net income of $3.5 million on net sales
of $45.3 million for the third quarter ended Dec. 30, 2006,
compared with net income of $12.7 million on net sales of
$48.3 million for the same period ended Dec. 24, 2005.

Results of operations for the third quarter of fiscal year 2007
included $1.9 million in acquired in process research and
development expenses, and $1 million net expense in restructuring
and other costs related to severance and facility related charges
for the closure of the Boulder, Colorado design facility and the
transition of those design activities to the Austin, Texas
headquarters.  

Though revenues for the third quarter declined $3 million in
comparison to the third quarter of fiscal year 2006, gross margin
increased 5.4% to $27.4 million, compared to gross margin of
$26.6 million in the third quarter of fiscal year 2006.

Industrial products net sales increased $4.4 million, or 50
percent, during the third quarter of fiscal year 2007 from the
comparable quarter of the prior fiscal year due in large part to
an increase in demand for seismic and industrial measurement
products.  Net sales from mixed-signal audio products declined
$5.9 million, or 23 percent, due to erosion of market demand for  
audio digital to analog converters.  Sales from embedded products
decreased $1.5 million, or 11 percent.

Research and development expense for the third quarter of fiscal
year 2007 of $11.2 million increased $700,000 from $10.5 million
in the third quarter of fiscal year 2006.  This increase was
primarily due to a $500,000 increase in stock-based compensation
expense.

Selling, general and administrative expense in the third quarter
of fiscal year 2007 of $13.5 million increased by $2.7 million
from $10.8 million in the third quarter of fiscal year 2006.  This
increase was due primarily to $1.6 million in fees and services
associated with the voluntary review of the company's stock
compensation practices, and a $900,000 increase in stock based
compensation expense.

Interest income was $3.6 million and $2.1 million for the third
quarter of fiscal years 2007 and 2006, respectively.  

Income tax expense was $32 thousand for the third quarter of
fiscal year 2007, compared with a net income tax benefit of
$5.3 million for the third quarter of fiscal year 2006.  The
benefit results primarily from the expiration of the statute of
limitations for years in which certain foreign income tax
exposures for transfer pricing issues had existed.

During the first nine months of fiscal year 2007, the company
generated approximately $28 million of cash from operating
activities, compared to approximately $49.2 million of cash and
cash equivalents from operating activities for the same period of
fiscal 2006.  

At Dec. 30, 2006, the company's balance sheet showed
$346.4 million in total assets, $51 million in total liabilities,
and $295.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 30, 2006, are available for
free at http://researcharchives.com/t/s?1d93

                      About Cirrus Logic Inc.

Based in Austin, Tex., Cirrus Logic Inc. (NasdaqGS: CRUS) --
http://www.cirrus.com-- develops high-precision analog and mixed-
signal integrated circuits for a broad range of consumer and
industrial markets.  Building on its diverse analog mixed-signal
patent portfolio, Cirrus Logic delivers highly optimized products
for consumer and commercial audio, automotive entertainment and
industrial applications.  

                          *     *     *

Cirrus Logic Inc.'s long-term foreign and local issuer credits
carry Standard & Poor's B rating.  The ratings were placed on
Nov. 3, 2006.

In October 1999, Moody's placed Cirrus Logic Inc.'s subordinated
debt, issuer, and long-term corporate family ratings at Caa2, B3,
and B2, respectively.


CKE RESTAURANTS: Board Increases Stock Repurchase to $250 Million
-----------------------------------------------------------------
CKE Restaurants Inc.'s board of directors has authorized a further
expansion of its stock repurchase program, raising the company's
repurchase authority under its stock repurchase program by an
additional $50 million, for a new limit of $250 million.

The company's stock repurchase program was initially put into
effect on April 13, 2004, with a limit of $20 million, which the
board increased to $50 million on July 24, 2006, to $100 million
on Oct. 11, 2006, to $150 million on Jan. 10, 2007 and to
$200 million on Jan. 23, 2007.  The company has utilized
$172 million under this program, leaving a balance available for
future repurchases of $78 million.
    
The company will increase the aggregate amount of the company's
term loan to $170 million, a $50 million increase, and will use
the proceeds to reduce the amount outstanding on its $200 million
revolving line of credit facility by $50 million.
    
The company may make repurchases from time to time in the open
market or in privately negotiated transactions in compliance with
Securities and Exchange Commission Guidelines.  As part of this
repurchase program, the company currently has a $5 million per
quarter non-discretionary Rule 10(b)5-1 program in place.
    
"The company's quarterly dividend and open market share repurchase
programs have proven to be a very effective means by which we
return capital to shareholders and increase investor returns,"
Andrew F. Puzder, president and chief executive officer, stated.
"The company has repurchased over 9.7 million shares representing
14.7% of the company's current fully diluted share count at an
average cost of $17.72 per share.  The company has completed
substantially all of these repurchases either in the open market
or through private transactions based on open market share prices.
As such, we have been able to reacquire a substantial number of
shares without paying a premium above quoted market prices, as
would generally be expected if we had conducted a form of Dutch
Auction or similar strategy used by some companies in the
acquisition of their shares.  The company's lenders' agreement
to increase the company's term loan by $50 million and thereby
increasing the funds available under its revolving credit facility
is a clear indication of their confidence in the company's
financial strength and its share repurchase program.  The company
continues to believe that the repurchase of the company's shares
represents an attractive investment opportunity."
    
On March 26, 2007, the company increased its regular quarterly
cash dividend to six cents per common share from four cents per
common share.

                      About CKE Restaurants

Headquartered in Carpinteria, California, CKE Restaurants Inc.
(NYSE: CKR) -- http://www.ckr.com/-- operates some of the most   
popular U.S. regional brands in quick-service and fast-casual
dining, including the Carl's Jr.(R), Hardee's(R), La Salsa Fresh
Mexican Grill(R) and Green Burrito(R) restaurant brands.  As of
the end of its fiscal fourth quarter on Jan. 29, 2007, the
company, through its subsidiaries, had a total of 3,105 franchised
or company-operated restaurants in 43 states and in 13 countries,
including 1,087 Carl's Jr. restaurants, 1,906 Hardee's restaurants
and 96 La Salsa Fresh Mexican Grill restaurants.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Carpinteria, California-based CKE Restaurants
Inc.  The outlook is stable.


CLARKE AMERICAN: Prices $175 Million Offer of 11-3/4% Senior Notes
------------------------------------------------------------------
Clarke American Corp. disclosed the consideration to be paid in
the $175,000,000 tender offer and consent solicitation and that it
has received the requisite consents from holders of its 11-3/4%
Senior Notes due 2013 to amend the Indenture governing such Notes.  

On April 5, 2007, the company commenced a cash tender offer and
consent solicitation relating to any and all of the outstanding
principal amount of the Notes.

The tender offer consideration for Notes validly tendered by
9:00 a.m., New York City time, on May 3, 2007, unless extended or
terminated by the company, and accepted for payment will be
$1,183.10 per $1,000 principal amount of the Notes.  Holders who
validly tendered Notes and delivered consents on the expiration of
the consent solicitation at 5:00 p.m. New York City time on  
April 18, 2007, also will receive a consent payment of $30.00 per
$1,000 principal amount of Notes, for $1,213.10 per $1,000
principal amount of Notes.  In addition to the consideration
payable in respect of the Notes purchased in the tender offer and
the consents given in the consent solicitation, the company will
pay accrued and unpaid interest to, but not including, the
applicable settlement date.

The tender offer consideration was determined as of 2:00 p.m., New
York City time, on April 18, 2007, by reference to a fixed spread
of 50 basis points above the bid side yield on the 3.50% U.S.
Treasury Note due Dec. 15, 2009 and an initial settlement date of
May 1, 2007.

Payment of the tender offer consideration and the consent payment,
if applicable, will be made for Notes accepted for purchase by the
Company, provided that the conditions to the tender offer and
consent solicitation have been satisfied or waived by the company:

   a) at the company's option, on an initial settlement date,
      currently expected to be May 1, 2007; and

   b) promptly after the Expiration Time, on a final settlement
      date, currently expected to be May 3, 2007, assuming no
      extension of the Expiration Time.

At the Consent Time, holders of 98% of the outstanding aggregate
principal amount of the Notes had tendered their Notes and
consented to the proposed amendments to the Indenture governing
the Notes and related documents.  Any Notes tendered and Consents
delivered by the Consent Time may no longer be withdrawn or
revoked.

The company intends to promptly enter into a supplemental
indenture at which time the proposed amendments described in the
Offer to Purchase and Consent Solicitation Statement dated
April 5, 2007 will be effective.  The proposed amendments will not
become operative, however, unless and until the Notes are accepted
for purchase pursuant to the terms of the tender offer.

The proposed amendments would, among other things, eliminate
substantially all of the restrictive covenants and certain of the
default provisions applicable to the Notes.  The tender offer and
consent solicitation is being conducted in connection with the
merger of a wholly owned subsidiary of the company with and into
John H. Harland Company.  The completion of the tender offer and
consent solicitation is not a condition to the consummation of the
Merger.

The tender offer for the Notes will expire at 9:00 a.m., New York
City time, on May 3, 2007, unless extended or earlier terminated.
The tender offer is subject to the satisfaction or waiver by the
company of certain conditions, including, without limitation, the
Merger having occurred and the closing of the financing
transactions to be completed in connection with the Merger.  The
Offer to Purchase and Consent Solicitation Statement dated
April 5, 2007 and the related Consent and Letter of Transmittal
set forth all of the conditions to the company's obligation to
accept for purchase and pay for any Notes properly tendered and
not properly withdrawn.  The company reserves the right to
terminate, extend or amend the tender offer or the consent
solicitation with respect to the Notes if any condition of the
tender offer or the consent solicitation is not satisfied or
waived by the Company or otherwise in its sole discretion.

Bear Stearns & Co. Inc. is acting as Dealer Manager for the tender
offer and as the Solicitation Agent for the consent solicitation.  
The depositary for the tender offer is The Bank of New York. The
tender offer and consent solicitation are being made pursuant to
the Offer Documents, which more fully set forth the terms and
conditions of the tender offer and consent solicitation.

Questions regarding the tender offer and consent solicitation may
be directed to

   -- Bear Stearns & Co. Inc.
      Tel: (212) 272-5112 (collect), or
           (877) 696-BEAR (toll free)

Requests for copies of the Offer Documents may be directed to:

   -- D.F. King & Co. Inc.
      Tel: (212) 269-5550 (for banks and brokers only), or
           (888) 644-5854 (for all others toll free)

The tender offer and consent solicitation are being made solely on
the terms and conditions set forth in the Offer Documents.  

                      About Clarke American

Clarke American Corp. -- http://www.clarkeamerican.com/-- is a   
provider of checks, related products and services, and marketing
services.  Clarke American serves financial institutions through
the Clarke American and Alcott Routon brands and serves consumers
and businesses directly through the Checks In The Mail and
B2Direct brands.  Clarke American is an indirect wholly owned
subsidiary of M & F Worldwide Corp. (NYSE: MFW), a holding company
that, in addition to Clarke American, wholly owns Mafco Worldwide
Corporation, which is the world's largest producer of licorice
extracts and related products.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Moody's Investors Service downgraded the Corporate Family rating
of Clarke American Corp. to 'B2' from 'B1', concluding the review
for downgrade initiated on Dec. 21, 2006, in connection with the
proposed $1.7 billion acquisition of the John H. Harland Company
by Clarke's parent company, M & F Worldwide Corp.


CLEAR CHANNEL: Sells TV Station Group to Providence for $1.2 Bil.
-----------------------------------------------------------------
Clear Channel Communications Inc. has agreed to sell its
Television Group to Providence Equity Partners Inc. for
approximately $1.2 billion.

The sale includes 56 television stations, including 18 digital
multicast stations, located in 24 markets across the United
States.  Also included in the sale are the stations' associated
Web sites, the Television Operations Center, and Inergize Digital
Media, which manages the Television Group's online and wireless
initiatives.  The transaction is expected to close in the fourth
quarter of 2007, subject to regulatory approvals and other
customary closing conditions.

"The stations and management of Clear Channel Television have
established an outstanding record of achievement, innovation and
community service in broadcasting and web development" Commenting
on the transaction, Mark Mays, Chief Executive Officer of Clear
Channel said.  "While we will miss the important role they have
played in the Clear Channel family, we are excited that they will
be partnered with Providence Equity to continue to pursue growth
opportunities in the rapidly changing media environment."

"This is a rare opportunity to acquire a premier collection
of broadcast television stations with strong positions in many
attractive markets across the United States," said Al Dobron, a
Managing Director of Providence Equity.  "We are pleased to again
partner with Sandy DiPasquale to create value at these local
broadcasting stations and identify additional potential high-
quality television opportunities."

"These are well run, quality television stations," said Sandy
DiPasquale, a veteran broadcast executive and the President and
CEO of BlueStone Television.  "I look forward to continuing my
partnership with Providence Equity and working with the talented
CCTV employees to build on their success integrating broadcast and
internet services to serve their communities."

The Television Group currently consists of ten CW, eight FOX,
seven NBC, six ABC, six CBS, four My Network TV, two NBC Weather
Plus, two Telemundo, five independent stations, and six stations
affiliated with Clear Channel's Variety Television Network (VTV).   
A chart of the individual broadcast properties, by location and
network affiliation, is attached below.

Clear Channel estimates net proceeds after-tax and after customary
transaction costs will be approximately $1.1 billion for the
Television Group.  Information on the treatment of tax loss carry
forwards relative to this sale is provided below.

                     Tax Loss Carry Forwards

The Company plans to utilize its capital loss carry forward to
offset the related capital gain on the transactions.  A portion of
the gain will be considered ordinary gain, not capital gain, due
to depreciation and amortization recapture, and will be taxed as
ordinary income.

There can be no assurance that any of the divestures contemplated
in this release will actually be consummated and therefore the
Company may not receive the proceeds estimated herein.  
Furthermore, there can be no assurance that the Company will be
able to utilize tax loss carry forwards to offset capital gains as
contemplated in this release.  

                  Sales Not Contingent Upon Merger

All sales and contemplated future divestitures mentioned in this
release are not contingent upon the completion of the separate
merger proposal for Clear Channel Communications, Inc.

                   Update On Radio Divestitures

The company reported that it was also attempting to divest 448
radio stations in 88 markets.  At preset, the company has entered
definitive agreements to sell 161 radio stations in 34 markets for
a total consideration of approximately $331 million.  The company
expects these transactions to close during the second half of
2007.  The company estimates net proceeds after-tax and after
customary transaction costs for these 161 stations will be
approximately $300 million.  Information on the treatment of tax
loss carry forwards relative to these sales is provided below.   

The company continues to pursue the divestiture of 287 radio
stations in 54 markets.  These remaining stations that are
not under definitive agreement had OIBDAN* of approximately
$54 million in 2006.  There can be no assurance that any or all
of these stations will ultimately be divested and the Company
reserves the right to terminate the sales process at any time.

OIBDAN is defined as Operating Income before Depreciation &
Amortization, Non-Cash Compensation Expense and Gain on
Disposition of Assets - Net.  Since OIBDAN is not a measure
calculated in accordance with GAAP, it should not be considered
as a substitute for operating income or net income.    
  
               About Clear Channel Communications

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


CLEAR CHANNEL: Raised Bid Prompts S&P to Cut Credit Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Clear Channel Communications
Inc. to 'B+' from 'BB+'.  The ratings remain on CreditWatch with
negative implications, where they were placed on Oct. 26, 2006,
following the company's announcement that it was exploring
strategic alternatives to enhance shareholder value.
     
The downgrade and continuing negative CreditWatch implications are
based on the company's confirmation that the private equity
consortium jointly led by Bain Capital Partners LLC and
Thomas H. Lee Partners L.P. has raised its offer for the company
to $39.00 per share, from its previous bid of $37.60.  The
proposed total transaction value is now approximately
$27.1 billion, assuming the inclusion of roughly $7.7 billion of
existing debt.
     
"The downgrade stems from our conclusion that if the proposed
transaction goes through, credit measures will be heavily burdened
by buyout debt," said Standard & Poor's credit analyst Michael
Altberg.  "Although the company has not announced specific
financing terms of the new capital structure, we would expect a
marked increase in leverage if the deal is consummated."
     
As Standard & Poor's gets the opportunity to review the proposed
capital structure and the financial and operating strategies of
the new owners, it could further lower the ratings.  If the deal
is not approved by shareholders, Standard & Poor's would revisit
the rating at that time.
     
The merger is subject to approval by Clear Channel's shareholders
and needs two-thirds approval to pass, with abstentions counting
against the deal.  A shareholder vote has been scheduled for
May 8, 2007.
     
S&P will continue to monitor developments surrounding the proposed
merger and will review the business and financial strategies, as
well as post-transaction liquidity, in determining the new rating.


COLLINS & AIKMAN: Plan Confirmation Hearing Adjourned to May 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
extend the deadline to vote on Collins & Aikman Corp. and its
debtor-affiliates' Plan and object to the Plan's confirmation
until May 7, 2007.

The Court also adjourned the hearing to consider the Plan's
confirmation  until May 24, 2007.

The Court's Jan. 26, 2007 order approving the disclosure
statement to the Plan and the Solicitation Procedures provides
that (i) the voting deadline is April 7; and the (ii) the
Confirmation Hearing is scheduled for April 19.

Pursuant to the Solicitation Procedures, the Debtors may extend
the deadline to vote on the Plan to a date no later than five
days before the Confirmation Hearing with notice to all creditors
entitled to vote on the Plan.  The Debtors or the Court may also
adjourn the Confirmation Hearing.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
attests that the Debtors have worked diligently to satisfy all of
the conditions to confirmation of the Plan since the entry of the
Solicitation Procedures Order.

The Debtors have worked extensively with their major constituents
to market and sell the Debtors' assets, in accordance with the
deadlines set forth in the Plan and the customer agreement among
the Debtors and their major customers, and settle several major
outstanding creditor disputes, Mr. Schrock tells the Court.

The Debtors believe that they will require a short extension to
satisfy the conditions to confirmation of the Plan.  After
consulting with the Official Committee of Unsecured Creditors'
advisors and the agent for the Debtors' prepetition senior,
secured lenders, the Debtors determined that it is in the best
interests of the Debtors' estates and their creditors to seek an
extension of the voting and confirmation objection deadline, and
an adjournment of the Confirmation Hearing.

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.  The Debtors' disclosure statement explaining their First
Amended Joint Chapter 11 Plan was approved on Jan. 25, 2007.  
(Collins & Aikman Bankruptcy News, Issue No. 58;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Sells Soft Trim Business to Int'l Automotive
--------------------------------------------------------------
Collins & Aikman Corporation on Friday signed an asset purchase
agreement with International Automotive Components Group North
America Inc. for the sale of its North American automotive
flooring and acoustic components business.

The Debtor will file a motion seeking approval of the Agreement
subject to higher or better offers through a bankruptcy court-
monitored auction process.

The Agreement provides for aggregate consideration to the Debtor
of $134 million in cash, plus certain contingent consideration and
certain assumed liabilities.  The Agreement also provides an
opportunity for the Debtor's senior, secured prepetition lenders
to invest in IAC NA's parent company up to an aggregate cap of 25%
of IAC NA's outstanding stock.

The Debtor has asked the U.S. Bankruptcy Court for the Eastern
District of Michigan for a hearing tomorrow, April 24, 2007 on the
bidding procedures relief in the motion and a hearing to approve
the results of the auction on May 24, 2007.

"The sale of our Soft Trim business is one of the most important
elements of our efforts to maximize creditor recoveries and
preserve jobs for Collins & Aikman employees," said John Boken,
Collins & Aikman's Chief Restructuring Officer.  "Our Soft Trim
management team has done an outstanding job of operating this
portion of our business throughout the many facets of these
bankruptcy proceedings.  We look forward to completing due
diligence and closing this transaction as expeditiously as
possible so that our Soft Trim team can continue to prosper and
grow as a market leader in flooring and acoustics under new
ownership."

The Soft Trim business covered in the Agreement includes 16
facilities in the United States, Canada and Mexico, employs
approximately 4,300 people and produces products for all major
automakers.  Under the terms of the Agreement, consummation of the
sale is subject to several conditions and termination rights of
the parties.

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

             International Automotive's Statement

Wilbur L. Ross, Jr., Chairman of International Automotive
Components Group North America, LLC, said Friday that it signed a
definitive agreement with Collins & Aikman to acquire C&A's Carpet
& Acoustics Division.

IAC NA began operations earlier this month with the closing of the
Lear Corporation Interiors System Division acquisition. IAC NA is
a joint venture between WL Ross & Co. LLC, Franklin Mutual
Advisers, LLC, and Lear.  IAC entities have previously acquired
European and South American operations of C&A, Mitsuboshi Belting
Kaseihin in Japan and Lear's European Interiors System Division.

The Soft Trim operations include 16 facilities located in the US,
Canada and Mexico with annual revenues of approximately
$615 million.  The facilities supply a broad range of automotive
interior carpet and acoustic products including molded flooring
systems, accessory mats, dash insulators, package trays and trunk
liners.

Mr. Ross commented, "We are very pleased to incorporate Soft Trim
into IAC NA.  The combination of the two entities would create a
North American footprint with 42 facilities and over 15,000
employees.  Worldwide the IAC companies will now have sales close
to $5 billion per year."

IAC NA will pay $134 million subject to adjustment for the Soft
Trim assets other than cash and accounts receivable and the
secured creditors of C&A will have the option to purchase up to
25% of the equity in IAC NA.

Goldman, Sachs & Co. and Jones Day advised IAC NA on the
transaction.

                   About Collins & Aikman

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.  The Debtors' disclosure statement explaining their First
Amended Joint Chapter 11 Plan was approved on Jan. 25, 2007.


DELTA PETROLEUM: Prices Common Stock and Senior Notes Offering
--------------------------------------------------------------
Last week, Delta Petroleum Corporation priced its offerings of
6.2 million shares of common stock and $100 million principal
amount of convertible senior notes due 2037.  In addition, Delta
has granted the underwriters a 30-day option to purchase a
maximum of 930,000 additional shares of common stock and up to
$15 million principal amount of additional convertible senior
notes.
    
The common stock offering was priced at $20.50 per share.  Delta
estimates that the net proceeds from the offering of common stock
will be $121.7 million, after deducting underwriting discounts and
commissions and estimated expenses.
    
The convertible senior notes will be Delta's senior unsecured
obligations.  The convertible senior notes will be guaranteed on a
senior unsecured basis by Delta's wholly owned subsidiaries.
    
The convertible senior notes will pay interest semiannually at a
rate of 3.75% per annum, and will be convertible at the holder's
option, at any time, at an initial conversion rate of 32.96 shares
per $1,000 principal amount of convertible senior notes, subject
to adjustment in certain circumstances, which is equivalent to an
initial conversion price of $30.34 per share.  The initial
conversion price represents a 48% conversion premium to the offer
price of $20.50 per share of Delta's common stock in the
concurrent common stock offering.  The convertible senior notes
are convertible into cash, shares of Delta common stock or a
combination of cash and common stock, at Delta's option.
    
The convertible senior notes will be redeemable at Delta's option
on or after May 6, 2012, at a redemption price equal to 100% of
the principal amount of the convertible senior notes being
redeemed plus accrued and unpaid interest.  The convertible senior
notes will be subject to repurchase at the option of holders on
May 1, 2012, May 1, 2017, May 1, 2022, May 1, 2027, and
May 1, 2032, and upon the occurrence of certain fundamental
changes, at a repurchase price equal to 100% of the principal
amount of the convertible senior notes being repurchased plus
accrued and unpaid interest.
    
Delta estimates that the net proceeds from the offering of
convertible senior notes will be $96.8 million, after deducting
underwriting discounts and commissions and estimated expenses.
    
Delta intends to use the net proceeds it receives from the
offering of Delta common stock to pay down $117 million
outstanding under its senior secured credit facility, and to use
the remaining common stock proceeds and the proceeds of the
convertible senior notes offering for capital expenditures and
other general corporate purposes.
    
Delta expects to close the sale of the shares of common stock and
the sale of the convertible senior notes on April 25, 2007,
subject to customary closing conditions.  Each of the offerings is
being made only by means of a prospectus and related prospectus
supplements, which will be filed with the U.S. Securities and
Exchange Commission.  

A copy of the prospectus and prospectus supplement relating to
each offering may be obtained from the offices of:

   -- J.P. Morgan Securities Inc.
      Prospectus Library
      CS Level, No. 4 Chase
      Metrotech Center
      Brooklyn, NY 11245
      Tel: (718) 242-8002

   -- Lehman Brothers Inc.
      c/o Broadridge Prospectus Fulfillment
      1155 Long Island Avenue
      Edgewood, NY 11717
      Fax: 631-254-7268

   -- Deutsche Bank Securities Inc.,
      Attn: Prospectus Dept.
      No. 100 Plaza One
      Jersey City, NJ 07311
      Tel: (800) 503-4611

                      About Delta Petroleum

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas    
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

Delta Petroleum Corp.'s 7% Senior Subordinated Notes due 2015
carry Moody's Investors Service's and Standard & Poor's junk
ratings.


DELTA PETROLEUM: S&P Junks Ratings on Proposed $100 Million Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' senior
unsecured rating to oil and gas exploration and production company
Delta Petroleum Corp.'s proposed $100 million convertible senior
notes due 2037.  At the same time, Standard & Poor's affirmed its
'B-' corporate credit rating on the company.  The outlook is
stable.
     
Proceeds from the notes offering and a 6.2 million share common
equity offering will be used to repay outstanding indebtedness on
Delta's credit facility, $117 million as of April 16, 2007, as
well as for future capital spending and general corporate
purposes.  Total proceeds from the offering could reach around
$235 million, based on current market conditions.
     
Although the transactions should measurably improve Delta's
liquidity, Standard & Poor's remains concerned about the pace of
Delta's spending and the company's willingness to maintain
adequate liquidity.  The proposed offerings allow Delta to repay
all outstanding bank debt, but Delta will utilize the available
borrowing base and cash on hand to help fund future spending
needs, negating the near-term benefit to liquidity.  Of note,
although the convertible notes mature in 2037, noteholders may
require Delta to repurchase the notes in May 2012.
      
"The ratings on Delta reflect its very aggressive growth strategy,
unstable liquidity, high debt leverage, elevated cost structure,
and limited reserve base, as well as Delta's good reserve life,
high operatorship of its properties, and reserve replacement,"
said Standard & Poor's credit analyst Paul Harvey.
     
The stable outlook reflects Delta's strengthened liquidity and
expectations for continued production and reserve growth.  
However, ratings could be lowered if Delta's liquidity weakens
significantly or it continues to increase debt leverage.  No
positive rating actions are expected in the near term.


DOUGLAS DYNAMICS: S&P Rates Proposed $85 Mil. Senior Loan at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Douglas Dynamics LLC's proposed $85 million senior
secured term loan.  The loan was rated 'BB-' with a recovery
rating of '1', indicating a high expectation for full recovery
(100%) of principal in the event of a payment default.
     
In addition, Standard & Poor's affirmed its ratings on Douglas
Dynamics, including its 'B+' corporate credit rating.  The outlook
remains negative. S&P will withdraw our ratings on Douglas
Dynamics' existing bank facilities upon the closing of the
proposed bank facilities.
     
A downgrade could result if below-average snowfall persists into
2008 and prevents the expected upturn in credit metrics at the
current rating, or if aggressive financial policies further
leverage the balance sheet.  On the other hand, a revision to a
stable outlook could result if improved operating results lead to
a better credit profile.


ENTEGRA TC: Planned Recapitalization Cues S&P's (P)B+ Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and
'1' recovery rating to debt issued in conjunction with Entegra TC
LLC's planned recapitalization.  The ratings had been preliminary.
     
The '1' recovery rating assigned to the second-lien debt
obligations indicates expectations of full (100%) recovery of
principal in a default scenario.
     
Entegra TC owns two primary subsidiaries (Gila River Power L.P.
and Union Power Partners L.P.), which own generation assets and
guarantee the loans.
     
Gila River is a 2,146 MW combined-cycle gas turbine plant located
at Gila Bend in Maricopa County, Arizona, that dispatches in the
Western Electricity Coordinating Council.  Union is a 2,152 MW
CCGT plant located near El Dorado, in south central Arkansas, that
dispatches in the Southeastern Electric Reliability Council.
     
Entegra was created in June 2005, when original asset owner Teco
Energy Corp. transferred ownership to a lender group via a Chapter
11 restructuring.  The assets were constructed at a cost of
$2.8 billion.  An affiliate of Entegra manages and operates the
plants.
     
The stable outlook reflects our view that current expectations of
net revenues and the liquidity available to the company will be
sufficient to reduce the size of the second lien over the next
three years.


EPICOR SOFTWARE: CRS Deal Prompts S&P to Lift Credit Rating to BB-
------------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Irvine, California-based Epicor Software Corp., to 'BB-'
from 'B+'.  The outlook is stable.  The action reflects successful
integration of the CRS Retail acquisition, continued cash flow
generation, and substantially reduced leverage to about 1.8x in
2006, from 2.9x in 2005.
      
"The ratings reflect the company's second-tier presence in a
highly competitive and consolidating industry, rapid growth, and
limited track record operating at current revenue levels," said
Standard & Poor's credit analyst Stephanie Crane Mergenthaler.  
These are only partially offset by a solid presence within its
mid-market niche, a largely recurring revenue base across a broad
customer base, and moderate debt leverage for the rating.
     
Epicor is a provider of enterprise software applications and
services designed to increase operating efficiency and
productivity by automating key business processes, such as
accounting, inventory management, and payroll.  In addition to
core enterprise resources planning software, Epicor offers
extensions to these core functions, such as customer relationship
management and supply chain management software.
     
Oracle and SAP are the dominant players at the top of the market
for core ERP software and services, holding the majority of the
market share.  The remaining market is highly fragmented.  The
leading participants derive much of their business from large
companies, while Epicor primarily focuses on small- to medium-
sized companies.  This mid-level market is less penetrated,
and has higher growth prospects, because most companies at the
high-end already have ERP systems.  Despite Epicor's focus, it
still faces competitive pressures from leading players that also
compete in this segment, and possess greater financial resources
and technical capabilities.  Epicor has invested in re-
architecting all of its platforms to a common Microsoft .NET
platform, helping it provide a lower cost of ownership to its
customers.


FASHION HOUSE: KMJ Corbin Reports Negative Going Concern Opinion
----------------------------------------------------------------
KMJ Corbin & Company LLP expressed a negative going concern
opinion after auditing The Fashion House Holdings Inc.'s financial
statements as of Dec. 31, 2006.  The auditing firm cited the
company recurring losses and working capital deficit of
$5.2 million.

For the year ended Dec. 31, 2006, the company incurred a net loss
of $14.7 million on net sales of $9.4 million, as compared with a
net loss of $7 million on net sales of $1.6 million for the year
ended Dec. 31, 2005.

The company's balance sheet as of Dec. 31, 2006, showed total
stockholders' deficit of $5.7 million, resulting from total assets
of $4.8 million and total liabilities of $10.5 million.  The
company's balance sheet also showed strained liquidity with total
current assets of $4.4 million and total current liabilities of
$9.5 million as of Dec. 31, 2006.

As of Dec. 31, 2006, the company had cash of $131,907 and an
accumulated deficit of $22.7 million.  During the year ended
Dec. 31, 2006, the company's net cash position increased by
$55,227.  It used $8.6 million in operating activities, and used
$251,375 in investing activities.  The company's financing
activity provided cash of $8.9 million.

On Nov. 13, 2006, the company entered into an amended and restated
factoring agreement with CIT Commercial Services.  It agreed to
sell and assign to CIT all accounts arising from the sale of
inventory, including those under any trade name, through any
divisions, and through any selling agent.

The company is actively seeking additional financing by issuing
equity or a combination of equity and debt financing from new
shareholders or lenders in 2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d8a

                        About Fashion House

Headquartered in Los Angeles, California, The Fashion House
Holdings Inc. (OTC BB: FHHI) -- http://www.thefashionhouseinc.com/
-- designs, manufactures, licenses, and markets women's designer
footwear, dress and casual fashion footwear with an emphasis on
celebrity appeal, style, quality, and fit.  The company targets
moderate to premium priced categories of the women's fashion
footwear market. The company sells through independent retailers,
specialty retailers and better department stores.  Its licensed
brands in 2005 included Richard Tyler Couture, tyler Richard
Tyler.  Oscar by Oscar de la Renta and O Oscar by Oscar de la
Renta licenses were signed in 2005, but sales of the Brand began
in 2006.


GATEHOUSE MEDIA: S&P Rates Proposed $275 Million Term Loan at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Fairport New York-based GateHouse Media Operating
Inc.'s proposed incremental $275 million term loan C.  The loan is
rated 'BB-' with a recovery rating of '1', indicating the
expectation for full recovery of principal in the event of a
payment default.  The 'BB-' loan rating was placed on CreditWatch
with negative implications in concurrence with the 'B+' corporate
credit rating on GateHouse, which was placed on CreditWatch
April 13, 2006, following the company's April 12 announcement that
it had agreed to acquire four daily newspapers from Gannett Co.
(A-/Stable/A-2) for $410 million.
     
The rating on GateHouse's existing $960 million credit facilities
is 'B+' with a recovery rating of '2', indicating the expectation
for significant (80%-100%) recovery of principal in the event of a
payment default.  Upon closing of the planned incremental term
loan C and an unrated $300 million delayed-draw bridge facility at
parent GateHouse Media Inc., S&P will raise our rating on these
existing credit facilities to 'BB-' with a recovery rating of '1'.  
These ratings would remain on CreditWatch with negative
implications.
     
Net proceeds from the proposed term loan C, along with GateHouse
Media Inc.'s delayed-draw bridge loan, full draw under its
existing $250 million delayed draw term B, and modest borrowings
under its existing $40 million revolver, have and will be used to
fund the recently completed acquisition of nine publications from
Copley Press for $382 million, as well as the planned Gannett
transaction.
      
"In resolving the CreditWatch listing, we will evaluate the
company's financing strategies and will review management's
operating strategy and financial policy," said Standard & Poor's
credit analyst Peggy Hebard.  "If GateHouse maintains the
significantly increased pro forma debt leverage, our review could
result in a downgrade of the corporate credit rating.  However, if
this were the outcome, the downgrade would be limited to one
notch.  The company has mentioned the possibility of raising
equity to fund a portion of the transaction.  The size of the
offering will be a key factor in our conclusion, and may eliminate
the downside rating potential.  Although not currently factored
into our bank loan analysis, in the event of a partial or complete
repayment of the delayed-draw bridge loan through the issuance of
equity, our issue and recovery ratings on the existing and
proposed bank facilities would be reevaluated, and there is a
meaningful possibility that the loan and recovery ratings could be
revised downward.  This is because a less levered company would
need to experience a more significant deterioration in its cash
flow to produce a payment default, and this could impair recovery
prospects."


GE CAPITAL: S&P Lifts Ratings on Series 2001-3 Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes of commercial mortgage pass-through certificates from GE
Capital Commercial Mortgage Corp.'s series 2001-3.  Concurrently,
ratings were affirmed on the remaining six classes from the same
series.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.  
The upgrades of several senior certificates reflect the defeasance
of $192 million (24%) in collateral since issuance.
     
As of the April 10, 2007, remittance report, the collateral pool
consisted of 122 loans with an aggregate trust balance of
$789.6 million, compared with 133 loans with a balance of
$963.8 million at issuance.  The master servicer, Wachovia Bank
N.A., reported primarily full-year 2006 financial information for
99% of the pool, which excludes the defeased loans and
$5.5 million of credit tenant lease loans.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.31x, compared with 1.35x at issuance.  All
of the loans in the pool are current.  The trust has experienced
four losses to date, totaling $9.4 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $203.5 million (26%) and a weighted average
DSC of 1.30x, compared with 1.32x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loan exposures.  Two
properties were characterized as "excellent," while the remaining
collateral was characterized as "good."
     
Wachovia reported a watchlist of 23 loans ($143.2 million, 18%).  
The Continental Park loan is the fourth-largest exposure
($22.5 million, 3%) and is secured by one retail property and
three office properties in El Segundo, California, totaling
203,727 sq. ft.  The loan is on the watchlist because the
properties, which are currently 90% occupied, reported a year-end
2006 DSC of 0.90x, down from 1.22x at issuance.  The weighted
average rent at the properties is down 12% since issuance.  
     
The Cupertino City Center loan is the seventh-largest exposure
($14.6 million, 2%) and is secured by a 99-unit multifamily
property in Cupertino, California.  The loan appears on the
watchlist because the property's reported year-end 2006 DSC was
0.75x, down from 1.27x at issuance. The reported DSC has been
below 1.0x for the past three years; however, the borrower has
continued to remain current with its debt service payments.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.
    

                             Ratings Raised
     
                   GE Capital Commercial Mortgage Corp.
              Commercial mortgage pass-through certificates
                              series 2001-3
            
                          Rating
                          ------
               Class    To      From   Credit enhancement
               -----    --      ----    ----------------
                 C      AAA      AA         15.73%
                 D      AAA      A+         14.05%
                 E      AA+      A          13.14%
                 F      AA       A-         11.31%
                 G      A+       BBB+        9.78%
                 H      BBB+     BB+         6.27%
                 I      BBB-     BB          5.21%
                 J      BB+      BB-         4.29%
                 K      BB-      B+          2.76%
                 L      B+       B           2.15%
                      

                           Ratings Affirmed
     
                  GE Capital Commercial Mortgage Corp.
             Commercial mortgage pass-through certificates
                            series 2001-3

                Class    Rating       Credit enhancement
                -----    ------       ------------------
                 A-1      AAA               25.96%
                 A-2      AAA               25.96%
                 B        AAA               20.62%
                 M        B-                 1.54%
                 X-1      AAA                 N/A%
                 X-2      AAA                 N/A%
                   

                         *N/A-Not applicable.


GE COMM'L: DBRS Holds Low-B Ratings on 6 S. 2004-C2 Cert. Classes
-----------------------------------------------------------------
Dominion Bond Rating Service has upgraded six classes of GE
Commercial Mortgage Corporation, Series 2004-C2 (GE 2004-C2)
Commercial Mortgage Pass-Through Certificates:

   * Class B to AA (high) from AA
   * Class C to AA from AA (low)
   * Class D to A (high) from "A"
   * Class E to "A" from A (low)
   * Class F to A (low) from BBB (high)
   * Class G to BBB (high) from BBB

DBRS has also confirmed the other classes in the transaction as
follows:

   * Class A-1 at AAA
   * Class A-1A at AAA
   * Class A-2 at AAA
   * Class A-3 at AAA
   * Class A-4 at AAA
   * Class X-1 at AAA
   * Class X-2 at AAA
   * Class H at BBB (low)
   * Class J at BB (high)
   * Class K at BB
   * Class L at BB (low)
   * Class M at B (high)
   * Class N at B
   * Class O at B (low)

The trends for all rated classes of the transaction are Stable.

The pool has 36 months of seasoning since issuance and its total
collateral has been reduced by 4%.  All 119 of the original loans
remain in the pool and the current pool balance is $1,324,477,332.

The rating action reflects a strong outlook for the pool,
primarily as a result of the full defeasance of ten loans, which
represent 9% of the current pool balance, including the pool's
fifth largest loan, Chino Hill Crossroads Marketplace.  In
addition, a shadow-rated loan, the AFR Bank of America Portfolio,
had 18% of its collateral defease.  The pool has adequate
financial reporting, with 92% of the loans reporting YE 2005
financials and 56% reporting partial or year-end 2006 financials.  
Financial performance for the pool has been strong, especially for
the three largest loans in the transaction.  The weighted-average
debt service coverage ratio of the pool has increased 11% since
issuance.

The pool's largest loan, the Tysons Corner Center loan, is secured
by a one million square foot regional mall, located in a densely
populated trade area, that is anchored by Bloomingdale's and
Macy's.  The 2005 financial performance for the loan has improved
since issuance, as DSCR climbed from 1.88x in 2004 to 2.24x as of
year end 2005.  The fact that occupancy increased through 2005 and
2006 despite the expiration of leases representing 21% of NRA is a
strong indication of the property's quality and attractiveness.  
The loan performance was also helped by the 2005 expansion of the
subject, which added 350,000 sf to the loan collateral, including
the third largest tenant, Barnes & Noble.  Performance is expected
to remain strong and DBRS shadow-rates this loan AAA.  The loan,
which was previously paying interest-only debt service, began to
amortize in April 2006.

The transaction's second largest loan, Pacific Place, is a mixed-
use development located in the shopping district of San Francisco,
adjacent to high-end retail stores and prominent hotels.  The
property consists of two contiguous buildings that contain a four-
level Old Navy store, the 198-room Hotel Palomar, as well as a 16-
story office tower with the first two levels occupied by a retail
tenant, The Container Store.  The property greatly benefited from
the opening of the Westfield San Francisco Center in 2006, which
created a momentous draw to the area.  The Westfield San Francisco
Center, which is anchored by Bloomingdale's and Nordstrom, is a
high-end shopping centre that caters to an affluent demographic
and is complementary to Pacific Place.  The loan began amortizing
in April 2006.  Property performance has been stable, with the
loan reporting a third quarter 2006 DSCR of 1.70x on a whole-loan
basis. DBRS shadow-rates the A-note of this loan at "A".

The ten largest loans represent 34.2% of the pool and have an
average DSCR of 1.76x as of YE 2005, which is stronger than the
total pool DSCR of 1.53x.  Nearly all of the ten largest loans
have reported at least partial-year financial statements for 2006,
with many indicating continued stable performance.  The pool has
excellent diversity with the largest concentrations in terms of
property type and geography found in retail properties and
properties located in California.

The shadow-rated loans in the pool are Tysons Corner Center,
Pacific Place, Lake Grove Plaza and AFR Bank of America Portfolio.

While the pool's overall financial performance has improved, there
are three loans on the DBRS HotList for operating with DSCRs
around 1x.  There are also two loans that are in the process of
foreclosure, with losses expected.  The expected losses on the two
loans in foreclosure will be absorbed by the transaction's unrated
class, and were factored into DBRS' analysis.


GRAY TELEVISION: Completes Redemption of $253.81MM Senior Notes
---------------------------------------------------------------
Gray Television Inc. has completed the redemption of all of its
outstanding 9.25% Senior Subordinated Notes due 2011 on April 18,
2007.  The total principal amount of the 9.25% Notes redeemed
equaled $253,807,000.
   
Gray funded the redemption of the 9.25% Notes, including
principal, redemption premium and accrued interest, utilizing a
delayed draw under the company's senior credit facility
institutional term loan.

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Gray Television entered into a new $1 billion senior credit
facility.  The company said it would use the proceeds from the new
senior credit facility to refinance its existing senior credit
facility, refinance its existing 9-1/4% senior subordinated notes,
call its Series C preferred stock and general corporate purposes.
   
                      About Gray Television

Headquartered in Atlanta, Georgia, Gray Television Inc. (NYSE: GTN
and GTN.a) -- http://www.gray.tv/-- is a television broadcast  
company.  Including its pending acquisition of WNDU-TV, South
Bend, IN, Gray operates 36 television stations serving 30 markets.  
Each of the stations is affiliated with CBS (17 stations), NBC (10
stations), ABC (8 stations), or Fox (1 station).  In addition,
Gray currently operates seven digital multi-cast television
channels in seven of its existing markets, which are affiliated
with either UPN or Fox.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Gray Television Inc. to 'B' from 'B+' and removed the
ratings from CreditWatch, where they were placed with negative
implications on Sept. 11, 2006.  The rating outlook is stable.


GROVELAND ESTATES: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Groveland Estates, L.L.C.
        17200 Villa City Road
        Groveland, FL 34736

Bankruptcy Case No.: 07-01522

Type of Business: The Debtor is engaged in the real estate
                  business.

Chapter 11 Petition Date: April 19, 2007

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Peter N. Hill, Esq.
                  Wolff Hill McFarlin & Herron, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Civil/Site Engineering, Inc.                            unknown
2699 Lee Road
Suite 450
Winter Park, FL 32789

Genesis Studios, Inc.                                   unknown
465 Maitland Avenue
Altamonte Springs, FL 32701-5444

Timothy Gaus, A1A & Associates                          unknown
940 Centre Circle
Suite 2012
Altamonte Springs, FL 32714

Bishman Surveying                                       $13,822

Professional Service Industries, Inc.                   $13,530

Morton Smith                                             $7,715

Ecological Consulting Solutions, Inc.                    $3,375

Advanced Electric                                        $2,800


HARBORVIEW MORTGAGE: Fitch Puts One Cert. Class on Negative Watch
-----------------------------------------------------------------
Fitch Ratings took rating actions on these Harborview Mortgage
Loan Trust issue:

          Series 2006-6

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

The certificates represent an ownership interest in a group of
hybrid and adjustable rate mortgage loans originated by American
Home Mortgage Corp. (25.75%), Countrywide Home Loans Inc.
(50.23%), Downey Savings and Loan Association, F.A. (10.61%),
First Republic Bank (0.25%), HSBC Mortgage Corporation (USA)
(3.52%), Indymac Bank F.S.B. (3.11%) and Mellon Trust of New
England, N.A. (6.53%), secured by first liens on one- to four-
family residential properties.

As of the March 2007 distribution date, the transaction is nine
months seasoned and the pool factor (current mortgage loan
principal outstanding as a percentage of the initial pool) is 85%.
The master servicer for the transaction is Wells Fargo Bank, N.A.
(Fitch rated RMS1).

The affirmations reflect stable relationships of credit
enhancement to future loss expectations and affect approximately
$531.1 million of outstanding certificates.  All classes in the
transactions have experienced small to moderate growth in CE since
closing, and there have been no collateral losses to date.

The class placed on Rating Watch Negative show signs of increasing
credit risk, posing a potential threat to subordinate bonds and
affects approximately $3.1 million of outstanding certificates.
The amount of loans in Foreclosure and real estate-owned (REO) at
nine months seasoning as a percentage of the current pool balance
is 1.36%.  The subordination of the B-1, B-2, B-3 and B-4 classes
is 4.10%, 2.69%, 1.87% and 1.05%, respectively.


ICONIX BRAND: Acquires Rocawear's Licensing and Brand Rights
------------------------------------------------------------
Iconix Brand Group Inc. together with its principals Arnold Bize
aka Alex Bize, Shawn Carter and Naum Chernyavsky aka Norton Cher
acquired on March 30, 2007, certain assets and rights related to
the business of licensing and brand managing of Rocawear Licensing
LLC, under an Assets Purchase Agreement dated March 6, 2007.

The closing of the transaction occurred following the early
termination of the statutory waiting period required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

In accordance with the terms of the Purchase Agreement, Iconix
Brand:

   i. paid to the Seller $204,000,000 in cash; and

ii. gave to the Seller the contingent right to receive aggregate
     additional consideration of up to $35,000,000 pursuant to
     certain criteria relating to the achievement of revenue and
     performance targets involving the licensing of the Rocawear
     Assets; to be paid in shares of common stock of the
     Registrant.

If issued, the Shares will be subject to the terms and conditions
of the registration rights agreement executed at closing providing
for the registration of the resale of the Shares.  If Shares are
issued to the Seller, they will be issued without registration
under the Securities Act of 1933, as amended, in reliance upon the
exemption from registration provided under Section 4(2) of the
Securities Act for issuances that do not involve a public
offering.

In accordance with the terms of the Purchase Agreement, the Iconix
Brand delivered all of its right, title and interest in the
Rocawear Assets to Studio IP Holdings LLC, a Delaware limited
liability company and a subsidiary of the Registrant, and Studio
Holdings entered into a license agreement with Roc Apparel, LLC, a
Delaware limited liability company and an affiliate of the Seller
in which it granted Roc Apparel the exclusive right to use the
Rocawear Assets in connection with the design, manufacture, market
and sale of men's wearing apparel products in the United States,
its territories and possessions and military installations
throughout the world.

In accordance with the terms of the Purchase Agreement, Iconix
Brand also entered into:

   i. an endorsement/services agreement with Carter pursuant to
      which Carter will, subject to the provisions thereof,
      endorse, promote and manage the Rocawear Assets on behalf of
      the Registrant, and

  ii. an operating agreement with Carter to form a limited
      liability company which will operate as a brand management
      and licensing company to identify brands to be acquired
      across a broad spectrum of consumer product categories,
      including the "Shawn Carter Collection" luxury brand.

In addition, in order to fund the Cash Consideration paid to
the Seller, on the Closing Date, the Registrant entered into a
$212,500,000 credit agreement with Lehman Brothers Inc. and Lehman
Commercial Paper Inc.  The Registrant is the borrower under the
Credit Agreement.  The senior secured credit facility consists
of a term loan facility in an aggregate principal amount of
$212,500,000.

The Credit Facility was drawn down for the full amount in a single
drawing on the Closing Date.  The Registrant paid fees customary
for transactions of this type.  The Credit Facility will mature on
the sixth anniversary of the Closing Date.  The principal will be
repayable in equal quarterly installments in annual aggregate
amounts equal to 1% of the initial aggregate principal amount of
the Credit Facility for the first five years and nine months.

The Credit Facility may be prepaid at any time in whole or in part
at the option of the Registrant, without premium or penalty.  All
amounts outstanding under the Credit Facility will bear interest,
at the Registrant's option, at the LIBOR or the Base Rate, plus
an applicable margin of 2% and 1%, respectively.  The foregoing
margins are subject to adjustment on the date on which the
Administrative Agent completes the syndication of the Credit
Facility.

                       About Iconix Brand

Iconix Brand Group Inc. -- http://www.iconixbrand.com/-- owns  
fashion brands to retail distribution from the luxury market.  
The company licenses its brands to retailers and manufacturers
worldwide.


ICONIX BRAND: S&P Rates $212.5 Mil. Senior Secured Term Loan at B+
------------------------------------------------------------------
Standard & Poor's Ratings Service assigned its 'B+' corporate
credit rating to New York City-based apparel brand manager and
licensor Iconix Brand Group Inc.  At the same time, Standard &
Poor's assigned its 'B+' senior secured bank term loan rating and
a '3' recovery rating to Iconix's $212.5 million senior secured
term loan, indicating the expectation of meaningful (50%-80%)
recovery of principal in the event of a payment default.
     
The outlook is stable.  Iconix will have about $375 million of
funded debt outstanding with this term loan.  Proceeds from the
term loan were used primarily to finance the acquisition of
Rocawear for $204 million, and for fees and expenses related to
the transaction.
     
"The ratings on Iconix reflect its participation in the highly
competitive and volatile fashion apparel industry, a high degree
of licensing contract renewal risk (a substantial portion of
contracts were acquired within the last 12 months), an aggressive
acquisition strategy, and ownership of some brands that require
revitalization," said Standard & Poor's credit analyst Susan Ding.  
Partially offsetting these factors is the diversity and strong
recognition of the brands, and the company's high margin, high
cash flow, and royalty income-based business model.


INTEROCEANICA IV: S&P Rates $562 Mil. Senior Secured Notes at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
ratings to Interoceanica IV Finance Ltd.'s $562 million zero-
coupon senior secured notes series 2007-1 due 2025 and series
2007-2 due 2018.
     
The preliminary ratings are based on information as of April 19,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the 'BB' rating assigned to the
Peruvian government's payment obligations (certificados de
reconocimiento de derechos del pago anual por obras; CRPAOs).  The
CRPAOs are an unconditional and irrevocable payment obligation of
the government of Peru, but Standard & Poor's assessed their
credit quality at one notch below Peru's sovereign foreign
currency rating.  The assessment reflects the fact that the
certificates are subject to budgetary allocation and do not
constitute sovereign indebtedness, but also considers the Peruvian
government's strong commitment to the IIRSA toll road project.  
The preliminary ratings are also based on the sound legal and
financial structure of the transaction, including the true sale of
the underlying assets, and consider the strength of Goldman Sachs
International as swap counterparty in the cash investment
agreement.
     
The transaction is a securitization of the CRPAOs for the
construction of the fourth stretch of the IIRSA Sur toll road
project.  Upon completion of different construction milestones,
the GOP through its Ministry of Transportation and Communication,
will issue U.S. dollar-denominated certificates acknowledging the
right to collect U.S. dollar payments over a 15-year period.  The
issuer will buy the CRPAOs over an expected 42-month construction
period.  Upon the issuance of the CRPAOs, the GOP's obligation to
make payments is absolute and independent of the performance of
the project's sponsors or any revenues generated by the toll road.
     
During the construction period, the portion of note proceeds that
has not yet been used to purchase CRPAOs will be used by the
issuer to enter into a cash investment agreement.  The cash
investment agreement will be a total return swap with Goldman
Sachs International as the swap counterparty and will provide
sufficient funds to purchase CRPAOs.
     
The transaction is supported by a make-whole agreement that
mitigates the risk of negative carry that may result from an early
termination of the transaction due to certain failures of the
project concessionaire during the construction period.  The
transaction also features a credit default swap that will pay
investors up to the largest semiannual CRPAO payment amount upon
the occurrence of a payment default by the GOP on the CRPAOs.
     
This is the third securitization rated by Standard & Poor's
related to the construction of the IIRSA toll road system in Peru.  
In 2006, Standard Poor's rated two transactions: IIRSA Norte
Finance Ltd. and Peru Enhanced Pass-Through Finance Ltd.
     

                  Preliminary Ratings Assigned
   
                Series       Rating       Amount
                ------       ------       ------
                2007-1         BB         $321,000,000
                2007-2         BB         $241,000,000


IPCRE LTD: Low Operating Returns Prompt S&P to Lower Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on nonlife reinsurers IPCRe Ltd.
and IPCRe Europe Ltd. to 'A-' from 'A'.  Standard & Poor's also
said that it lowered its 'BBB+' counterparty credit rating on
Bermudian holding company IPC Holdings Ltd. and its 'BBB-' rating
on IPCR's $236.3 million Series A mandatory convertible preferred
shares to 'BBB' and 'BB+', respectively.  In addition, Standard &
Poor's lowered its preliminary 'BBB+' senior debt, 'BBB'
subordinated debt, and 'BBB-' preferred stock ratings on IPCR's
universal shelf to 'BBB', 'BBB-', and 'BB+', respectively.  The
outlook on all these companies is stable.

The downgrade reflects these factors:
     
     -- Constraints placed on IPCRe's strategic flexibility caused
        by its chosen narrow business focus, making it more
        vulnerable to external factors that are beyond its control
        than are its diversified peers.

     -- The belief that the significant concentration of
        catastrophe risk in IPCRe's book of business exposes the
        company to high levels of earnings and capital volatility
        and is more in line with an 'A-' business profile.  This
        belief is reinforced by the possibility that the recent
        uplift in the frequency and severity of weather-related
        events might persist.

     -- Although IPCRe's operating performance improved
        significantly in 2006, the company's overall operating
        returns over the past six years were lower than what
        Standard & Poor's had expected for its risk profile.
      
"The ratings on IPCRe reflect its established competitive
position, seasoned management team, very strong capitalization,
track record of resilience to major loss events, and historically
strong operating performance in absolute terms," noted Standard &
Poor's credit analyst Laline Carvalho.  "These strengths are
partially offset by IPCRe's limited strategic flexibility because
of a relatively narrow business focus, exposure to balance-sheet
and earnings volatility given the significant proportion of
property catastrophe writings, and lower-than-expected risk-
adjusted returns given its inherently volatile profile."
     
IPCRe's strong overall competitive position stems from its
underwriting expertise, particularly within the property
catastrophe arena, and the relative longevity of the relationships
it enjoys both with its clients and intermediaries.  However,
Standard & Poor's appraisal of IPCRe's competitive position is
constrained by the concentration of its risk profile and the
particularly low barriers to entry that characterize the property
catastrophe segment.
     
The stable outlook reflects Standard & Poor's expectation that
IPCRe will continue to prove resilient to major loss events.
     
IPCRe is likely to remain a focused property catastrophe
reinsurer.  Consequently, we expect that the volatility that has
characterized its historical earnings will persist.  IPCRe will
materially outperform other, more diversified reinsurers in benign
loss years but will underperform in heavily catastrophe-affected
years.  IPCRe will likely carry its recent earnings momentum into
2007, reflecting the continued strength in premium rates, terms,
and conditions seen for catastrophe exposed business at the key
Jan. 1, 2007, renewal.
     
The group is expected to be prudent in its management of future
pricing cycles, likely spurred by proactive capital management.  
S&P expect that capitalization will remain a strength for the
rating, with a capital adequacy ratio of more than 150%.


ISLE OF CAPRI: Posts $9.5 Million Net Loss in Qtr Ended January 28
------------------------------------------------------------------
Isle of Capri Casinos Inc. reported a net loss of $9.5 million for
the third quarter ended Jan. 28, 2007, compared with net income of
$4.2 million for the same period ended Jan. 22, 2006.

Gross revenues for the fiscal quarter ended Jan 28, 2007, were
$280.5 million, which included $233.2 million of casino revenue,
$10 million of room revenue, $5.1 million of pari-mutuel
commissions, and $32.3 million of food, beverage and other
revenue.  This compares to gross revenues for the fiscal quarter
ended Jan. 22, 2006, of $272.8 million, which included
$235 million of casino revenue, $6.2 million of room revenue,
$4.4 million of pari-mutuel commissions and $27.3 million of food,
beverage and other revenue.

Promotional allowances increased $5.9 million, or 13.4%, in fiscal
quarter ended Jan. 28, 2007, as compared to the prior year
quarter, primarily due to Isle-Biloxi being open for only one
month of the fiscal quarter ended Jan. 22, 2006, related to the
impact of Hurricane Katrina.

Operating results for the third quarter of fiscal 2007 include
some significant additional expenses, some of which will not be
recurring, as compared to the third quarter of fiscal 2006.  These
include an increase of approximately $4.5 million in property
insurance expense over the prior year's third quarter and
approximately $1.5 million of stock compensation expense.  Pre-
opening costs increased $3 million compared to the third quarter
of fiscal 2006 primarily due to costs related to casino
developments in Pompano Beach, Florida; Waterloo, Iowa, and
Coventry, England.

Marketing and administrative expenses increased $12.9 million, or
17.0%, compared to the fiscal quarter ended Jan. 22, 2006.  The
increase is primarily related to Isle-Biloxi being open for only
one month of the prior year fiscal quarter due to Hurricane
Katrina and the closure of Pompano Park in Florida for 18 live
race dates in the prior year fiscal quarter due to Hurricane
Wilma.

Net interest expense for the quarter increased $3.9 million or
21.7% compared with fiscal quarter ended Jan. 22, 2006, mainly as
a result of the reversal of interest income previously recorded in
relation to the lease on the Coventry arena, higher interest rates
and higher debt balances on the company's senior secured credit
facility partially offset by higher interest income.

At Jan. 28, 2007, the company had cash and cash equivalents and
marketable securities of $146.9 million compared to $138.6 million
at Apr. 30, 2006, the end of the company's last fiscal year.  The
$8.3 million increase in cash and cash equivalents is the net
result of $44.4 million net cash provided by operating activities,
$24.3 million net cash used in investing activities and
$11.1 million net cash used in financing activities.  The company
also had $2.6 million of restricted cash as of Jan. 28, 2007.  

In addition, as of Jan. 28, 2007, the company had $413.8 million
of capacity under the lines of credit and available term debt
which consisted of $381 million in unused credit capacity under
the revolving loan commitment on the company's senior secured
credit facility, $28.6 million of unused credit capacity under the
Isle-Black Hawk's senior secured credit facility and $4.2 million
under other lines of credit and available term debt.  

At Jan. 28, 2007, the company's balance sheet showed
$1,880.4 million in total assets, $1,555.7 million in total
liabilities, $27.2 million in minority interest, and
$297.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Jan. 28, 2007, are
available for free at http://researcharchives.com/t/s?1d8f

                       About Isle of Capri

Based in Biloxi, Miss., Isle of Capri Casinos Inc. (Nasdaq: ISLE)
-- http://www.islecorp.com/-- owns and operates casinos in  
Biloxi, Lula and Natchez, Mississippi; Lake Charles, Louisiana;
Bettendorf, Davenport and Marquette, Iowa; Kansas City and
Boonville, Missouri and a casino and harness track in Pompano
Beach, Florida.  The company also operates and has a 57 percent
ownership interest in two casinos in Black Hawk, Colorado.  Isle
of Capri Casinos' international gaming interests include a casino
that it operates in Freeport, Grand Bahama and a two-thirds
ownership interest in casinos in Dudley and Wolverhampton,
England.

                          *     *     *

Moody's Investors Service affirmed its Ba3 Corporate Family Rating
on Isle of Capri Casinos in connection with its implementation of
the new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector.  Moody's
assigned LGD ratings to four of the company's debts including a
LGD5 rating on its 9% Sr. Sub. Notes, suggesting debt holders will
experience a 76% loss in the event of a default.

As reported in the Troubled Company Reporter on Nov. 8, 2006,
Standard & Poor's Ratings Services affirmed ratings on Isle of
Capri Casinos Inc., including its 'BB-' corporate credit rating.

At the same time, Standard & Poor's removed the ratings from
CreditWatch, where they were placed on Oct. 4, 2006, with negative
implications.  The outlook is stable.


JUNIPER CBO: Fitch Revises Distressed Ratings on Two Note Classes
-----------------------------------------------------------------
Fitch revised the distressed recovery ratings on Juniper CBO
1999-1 Ltd./Juniper CBO 1999-1 Corp., effective immediately:

      -- $29,568,356 class A-3A notes revised to 'CC/DR3
         from 'CC/DR5';

      -- $19,712,238 class A-3B notes revised to 'CC/DR3'
         from 'CC/DR5';

Juniper 1999-1 is a collateralized bond obligation that closed
March 23, 1999, and is managed by Wellington Management Company,
LLP.  Juniper 1999-1 exited its revolving period on April 2, 2003,
and has a static portfolio composed of corporate high yield bonds.
Juniper 1999-1 has been in an event of default since 2002, due to
a failure to maintain the class A overcollateralization ratio at a
minimum of 90% of its trigger, which has restricted the manager
from all trading capabilities.  An amendment was executed in June
2006, however, to allow Wellington to sell credit risk and
defaulted securities.  Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.

The revision is the result of the redemption of the class A-3A and
A-3B notes, which increased the projected recoveries on the
remaining notes since the last rating action in January 2006.
Juniper 1999-1 continues to remain undercollateralized, but has
been able to maximize on recoveries on impaired assets through
sales.  The class A OC ratio increased to 67.8% from 64.4%, as of
the trustee report dated April 2, 2007, and the 'CCC' bucket
increased to 40.6% from 24.6% of the portfolio through the
discretionary sales of higher-rated assets.

The ratings of the class A notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.


JUNIPER CBO: Fitch Ups Rating on $20 Mil. Cl. A-4 Notes to 'C/DR2'
------------------------------------------------------------------  
Fitch upgraded two classes and affirmed one class of notes issued
by Juniper CBO 2000-1 Ltd./Juniper CBO 2000-1 Corp., effective
immediately:

   -- $2,436,962 class A-2L affirmed at 'AAA';
   -- $20,000,000 class A-3L upgraded to 'AA' from 'A';
   -- $30,000,000 class A-3 upgraded to 'AA' from 'A';
   -- $15,000,000 class A-4L revised to 'C/DR2' from 'C/DR4';
   -- $20,000,000 class A-4 revised to 'C/DR2'from 'C/DR4.'

Juniper 2000-1 is a collateralized bond obligation that closed
April 4, 2000 and is managed by Wellington Management Company,
LLP.  Juniper 2000-1 exited its revolving period on April 2, 2004,
and has a static portfolio composed of corporate high yield bonds.
Juniper 2000-1 has been in an event of default, due to a failure
to maintain the senior class A overcollateralization ratio at a
minimum of 90% of its trigger, which has restricted the manager
from all trading capabilities.  Included in the review, Fitch
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.  In
addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

The upgrade is the result of increased credit enhancement on the
rated notes due to the redemption of the senior notes.  As of the
trustee report dated April 2, 2007, the senior class A OC ratio
increased to 159% from 136.4% since the last rating action in
January 2006, relative to a trigger of 120%.  The class A OC ratio
also increased to 99.7% from 99%, relative to a trigger of 110%,
as a result of the redemption of the senior notes to cure the
test.  The weighted average rating factor fell to 'CCC+/CCC' from
'B-/CCC+,' as refinancing activity and principal reductions
decreased the number of higher-rated assets in the portfolio.  The
'CCC' bucket also increased to 25.9% from 19% of the collateral.

The ratings of the class A notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.


LATITUDE CLO: S&P Puts BB Rating on $8 Million Class F Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Latitude CLO III Ltd./ Latitude CLO III LLC's $278 million notes.
     
Latitude CLO III Ltd./Latitude CLO III LLC is a cash flow CLO,
backed primarily by loans.
     
The ratings reflect:
     
     -- The adequate credit support provided in the form of
        overcollateralization, subordination, and excess spread;
     -- The characteristics of the underlying collateral pool,
        consisting primarily of senior secured loans;
     -- Scenario default rates of 50.72% for the class A notes,
        50.72% for the B notes, 47.56% for the C notes, 45.03% for
        the D notes, 40.10% for the E notes, and 33.74% for the F
        notes;
     -- Break-even loss rates of 63.14% for the class A notes,
        56.87% for the B notes, 54.18% for the C notes, 49.49% for
        the D notes, 42.71% for the E notes, and 38.01% for the F
        notes;
     -- A weighted average rating of 'B+';
     -- A weighted average maturity for the portfolio of 7.523
        years;
     -- An S&P default measure (DM) of 3.84%;
     -- An S&P variability measure (VM) of 2.98%;
     -- An S&P correlation measure (CM) of 2.16; and
     -- Rated overcollateralization (ROC) of 124.49% for the class
        A notes, 112.12% for the B notes, 113.92% for the C notes,
        109.90% for the D notes, 106.50% for the E notes, and
        112.65% for the F notes.
     
Interest on the class D, E, and F notes may be deferred up until
the legal final maturity date in April 2021 without causing a
default under these obligations.  The ratings on the notes,
therefore, address the ultimate payment of interest and principal.
   
                         Ratings Assigned
            Latitude CLO III Ltd./Latitude CLO III LLC
   
                Class          Rating        Amount
                -----          ------        ------
                  A              AAA         $202,500,000
                  B              AAA         $22,500,000
                  C              AA          $16,000,000
                  D              A           $15,000,000
                  E              BBB         $14,000,000
                  F              BB          $8,000,000


LB-UBS COMM'L: S&P Puts Low-B Ratings on 6 Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LB-UBS Commercial Mortgage Trust 2007-C2's
$3.56 billion commercial mortgage pass-through certificates
series 2007-C2.
     
The preliminary ratings are based on information as of April 19,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property type diversity of the loans.  Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage of 1.32x, a beginning LTV of
109.8%, and an ending LTV of 106.9%.
     
    
                    Preliminary Ratings Assigned
              LB-UBS Commercial Mortgage Trust 2007-C2
    
   Class         Rating      Preliminary     Recommended              
                                amount      credit support
    -----       ------        -----------     -----------
     A-1         AAA          $25,000,000       30.000%
     A-2         AAA          $447,000,000      30.000%
     A-AB        AAA          $78,000,000       30.000%
     A-3         AAA          $1,281,128,000    30.000%
     A-1A        AAA          $659,832,000      30.000%
     A-M         AAA          $355,852,000      20.000%
     A-J         AAA          $315,818,000      11.125%
     B           AA+          $26,689,000       10.375%
     C           AA           $53,378,000        8.875%
     D           AA-          $40,033,000        7.750%
     E           A+           $13,345,000        7.375%
     F           A            $26,689,000        6.625%
     X-CP*       AAA          $1,674,730,500       N/A
     X-W*        AAA          $1,779,257,930       N/A
     X-CL*       AAA          $1,779,257,930       N/A
     G           A-           $35,585,000        5.625%
     H           BBB+         $31,137,000        4.750%
     J           BBB          $35,585,000        3.750%
     K           BBB-         $40,033,000        2.625%
     L           BB+          $17,793,000        2.125%
     M           BB           $8,896,000         1.875%
     N           BB-          $4,448,000         1.750%
     P           B+           $8,897,000         1.500%
     Q           B            $4,448,000         1.375%
     S           B-           $13,344,000        1.000%
     T           NR           $35,585,860          N/A
     V           N/A          N/A                  N/A
         

          *Interest-only class with a notional amount.
       
                         NR--Not rated.

                      N/A--Not applicable.


LYONDELL CHEMICAL: Fitch Holds B Rating on Sr. Subordinated Notes
-----------------------------------------------------------------
Fitch Ratings affirmed Lyondell Chemical Company's Issuer Default
Rating at 'BB-'.  In addition, Fitch affirmed these ratings for
the company:

   -- Senior secured credit facility and term loan at 'BB+';
   -- Senior secured notes at 'BB+';
   -- Senior unsecured notes at 'BB-';
   -- Senior subordinated notes at 'B'.

At the same time, Fitch lowered the rating of Lyondell's
$100 million, 10.25% debentures due 2010 and $225 million, 9.8%
debentures due 2020 to 'BB-' from 'BB+'.

Approximately $5 billion of debt is covered by these actions and
the Rating Outlook remains Positive.

The two-notch downgrade of the Lyondell debentures reflects its
junior ranking to existing secured debt and equal ranking with
existing and future senior unsecured debt.  Under the indentures
for these debentures, it is required that the debentures be
equally and ratably secured with any debt that is secured by
certain manufacturing plants.  There are currently no qualifying
manufacturing plants securing other debt and therefore the
debentures are unsecured.

The rating affirmation of Lyondell's other ratings is supported by
better than expected cash generation from operations and debt
repayment.  In addition, Fitch expects debt reduction to continue
and potentially accelerate later in 2007 with a successful
completion of the pending sale of its Inorganics business.  The
recent tender for its outstanding 11-1/8% senior secured notes and
consent solicitation for the 10-1/2% senior secured notes
illustrates Lyondell's strong effort to repay debt early instead
of allowing cash to build and repay maturities as they come due as
well as improve its financial flexibility.  The ratings also
consider Lyondell's size, high integration of businesses,
liquidity, and access to capital markets.

The Positive Outlook reflects the likelihood that Lyondell will be
able to accelerate its debt reduction efforts in the next 12-18
months.  Additionally, supply/demand fundamentals continue to be
favorable for most of Lyondell's products.  Fitch also expects
energy and raw material prices will continue to be volatile
although these prices on average are expected to trend lower.
Continued strong operations from petrochemical and refining
operations are likely to offset other cyclical businesses within
the portfolio.

Lyondell holds leading global positions in propylene oxide and
derivatives, plus TiO2, as well as leading North American
positions in ethylene, propylene, polyethylene, aromatics, acetic
acid, and vinyl acetate monomer.  The company also has substantial
refining operations located in Houston, Tex.  The company benefits
from strong technology positions and barriers to entry in its
major product lines.  Lyondell owns 100% of Equistar; 70.5%
directly and 29.5% indirectly through its wholly owned subsidiary
Millennium.  In 2006, Lyondell and subsidiaries generated
$2.55 billion of EBITDA on $22.2 billion in sales.


MERISANT CO: Moody's Holds Ca Rating on $225MM Senior Sub. Notes
----------------------------------------------------------------
Moody's Investors Service affirmed the Caa3 corporate family
rating of Merisant Worldwide, Inc., but lowered the ratings on the
company's first lien bank debt to B3 from B2 following the
company's announcement that its unrated second lien bank facility
will be repaid with the proceeds of an add-on to the first lien
Term Loan B.  Moody's also assigned a B3 rating to the proposed
$85 million add-on to Term Loan B. The rating outlook is stable.

Ratings affirmed:

Merisant Worldwide, Inc.

  * Corporate family rating at Caa3
  * Probability of default rating at Caa3

Ratings affirmed/LGD assessments revised:

Merisant Worldwide, Inc.

   * $137 million senior subordinated discount notes at Ca
     (LGD6,91%) from (LGD6,92%)

Merisant Company

   * $225 million senior subordinated notes at Ca (LGD4,65%) from
     (LGD4,68%)

Ratings lowered:

Merisant Company

   * $35 million first lien senior secured revolving credit
     expiring in 2009 to B3 (LGD2,16%) from B2 (LGD2,10%)

   * Original $225 million first lien senior secured Term Loan B
     to B3 (LGD2, 16%) from B2 (LGD2,10%)

   * Original EU 50 million 1st lien senior secured Term Loan A to
     B3 (LGD2, 16%) from B2 (LGD2, 10%)

Rating assigned

Merisant Company

   * New $85 million add-on to the 1st lien senior secured Term
     Loan B at B3 (LGD2,16%)

The downgrade in the ratings on the first lien bank debt reflects
that fact that the amount of first lien debt will increase at the
same time that the second lien debt under it will be eliminated.  
Should the transaction not be completed as contemplated, Moody's
will likely restore the ratings on the existing bank facilities to
B2.

Merisant's Caa3 corporate family rating reflects the company's
very heavy debt burden relative to its earnings and cash flow and
the likelihood, in Moody's view, that the company might need to
restructure its debt in order to be able to meet fierce
competition and to invest in growth opportunities.


Using the 16 factors cited in Moody's Rating Methodology for
Global Packaged Goods Companies and credit metrics for fiscal
2006, Merisant's rating would be B3, three notches higher than the
company's actual Caa3 rating.  The variance reflects the fact that
Merisant's actual rating is driven by the likelihood of a debt
restructuring, as well as the significant weight that Moody's
places on the company's very weak credit metrics, on free cash
flow generation that is insufficient to make a material reduction
in the company's large debt burden or to fund significant
investment in the business, and on the loss of domestic market
share to Splenda over the past several years.

The rating outlook is stable, given that the current corporate
family rating adequately captures debt recovery expectations for
the enterprise.

Headquartered in Chicago, Merisant Worldwide, Inc. produces and
markets low-calorie tabletop sweeteners. Its premium-priced brands
are Equal and Canderel, which are sweetened with aspartame.  As of
Dec. 31, 2006, Merisant's had an estimated 23% dollar share of the
global retail market for low-calorie tabletop sweeteners and sales
of approximately $294 million.


MERISANT WORLDWIDE: Moody's Holds Junk Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the Caa3 corporate family
rating of Merisant Worldwide, Inc., but lowered the ratings on the
company's first lien bank debt to B3 from B2 following the
company's announcement that its unrated second lien bank facility
will be repaid with the proceeds of an add-on to the first lien
Term Loan B.  Moody's also assigned a B3 rating to the proposed
$85 million add-on to Term Loan B. The rating outlook is stable.

Ratings affirmed:

Merisant Worldwide, Inc.

  * Corporate family rating at Caa3
  * Probability of default rating at Caa3

Ratings affirmed/LGD assessments revised:

Merisant Worldwide, Inc.

   * $137 million senior subordinated discount notes at Ca
     (LGD6,91%) from (LGD6,92%)

Merisant Company

   * $225 million senior subordinated notes at Ca (LGD4,65%) from
     (LGD4,68%)

Ratings lowered:

Merisant Company

   * $35 million first lien senior secured revolving credit
     expiring in 2009 to B3 (LGD2,16%) from B2 (LGD2,10%)

   * Original $225 million first lien senior secured Term Loan B
     to B3 (LGD2, 16%) from B2 (LGD2,10%)

   * Original EU 50 million 1st lien senior secured Term Loan A to
     B3 (LGD2, 16%) from B2 (LGD2, 10%)

Rating assigned

Merisant Company

   * New $85 million add-on to the 1st lien senior secured Term
     Loan B at B3 (LGD2,16%)

The downgrade in the ratings on the first lien bank debt reflects
that fact that the amount of first lien debt will increase at the
same time that the second lien debt under it will be eliminated.  
Should the transaction not be completed as contemplated, Moody's
will likely restore the ratings on the existing bank facilities to
B2.

Merisant's Caa3 corporate family rating reflects the company's
very heavy debt burden relative to its earnings and cash flow and
the likelihood, in Moody's view, that the company might need to
restructure its debt in order to be able to meet fierce
competition and to invest in growth opportunities.


Using the 16 factors cited in Moody's Rating Methodology for
Global Packaged Goods Companies and credit metrics for fiscal
2006, Merisant's rating would be B3, three notches higher than the
company's actual Caa3 rating.  The variance reflects the fact that
Merisant's actual rating is driven by the likelihood of a debt
restructuring, as well as the significant weight that Moody's
places on the company's very weak credit metrics, on free cash
flow generation that is insufficient to make a material reduction
in the company's large debt burden or to fund significant
investment in the business, and on the loss of domestic market
share to Splenda over the past several years.

The rating outlook is stable, given that the current corporate
family rating adequately captures debt recovery expectations for
the enterprise.

Headquartered in Chicago, Merisant Worldwide, Inc. produces and
markets low-calorie tabletop sweeteners. Its premium-priced brands
are Equal and Canderel, which are sweetened with aspartame.  As of
Dec. 31, 2006, Merisant's had an estimated 23% dollar share of the
global retail market for low-calorie tabletop sweeteners and sales
of approximately $294 million.


MERITAGE MORTGAGE: Monthly Losses Cue S&P's Ratings Downgrade
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage-backed securities issued by Meritage Mortgage
Loan Trust's series 2004-1 and 2005-1.  Of the four lowered
ratings, two were placed on CreditWatch with negative
implications, one remains on CreditWatch negative, and one was
removed from CreditWatch negative.  In addition, two other ratings
were placed on CreditWatch negative.  Lastly, the ratings on 22
classes from the same transactions were affirmed.
     
The downgrades and CreditWatch placements are based on performance
that has allowed monthly losses to consistently outpace monthly
excess interest, causing overcollateralization to fall to
$2.4 million for series 2004-1, below its target of $3.4 million,
and to $725,995 for series 2005-1, below its target of
$4.6 million.  In addition, loss projections indicate that this
trend could continue and further erode credit support to these
classes.
     
Standard & Poor's will closely monitor the performance of the
classes with ratings on CreditWatch.  If monthly realized losses
decline to a point at which they no longer outpace monthly excess
interest, and the level of O/C has not been further eroded, S&P
will affirm the ratings on these classes and remove them from
CreditWatch.  Conversely, if losses continue to outpace excess
interest, and the levels of O/C continue to decline, further
negative rating actions can be expected.
     
The rating on class B-2 from series 2005-1 was removed from
CreditWatch because it was lowered to 'CCC'.  According to
Standard & Poor's surveillance practices, classes of certificates
or notes from RMBS transactions with ratings lower than 'B-' are
no longer eligible to be on CreditWatch negative.
     
The rating affirmations are based on credit support percentages
that are sufficient to maintain the current ratings on the
securities.  Credit support for these transactions is provided by
a combination of excess spread, O/C, and subordination.
     
As of the March 2007 distribution date, cumulative losses in these
transactions were 1.78% of the original pool balance for series
2005-1 and 2.03% for series 2004-1.  Ninety-plus-day delinquencies
were 16.00% of the current pool balance for series 2005-1 and
21.84% for series 2004-1.
     
The collateral for these transactions consists of fixed- and
adjustable-rate first-lien mortgage loans secured by one- to four-
family residential properties.

        
         Ratings Lowered and Placed on Creditwatch Negative

                     Meritage Mortgage Loan Trust
                              
                                        Rating
                                        ------
                Series    Class    To             From
                ------    -----    --             -----
                 2004-1    M-7     BB/Watch Neg    BBB
                 2004-1    M-8     BB-/Watch Neg   BBB-

        
       Rating Lowered and Remaining on Creditwatch Negative

                     Meritage Mortgage Loan Trust
                             
                                      Rating
                                      ------
                Series   Class    To           From
                ------   -----    --           ----
                2004-1    B-1     B/Watch Neg  BB+/Watch Neg

        
        Rating Lowered and Removed From Creditwatch Negative

                     Meritage Mortgage Loan Trust
                             
                                           Rating
                                           ------
                     Series    Class     To     From
                     ------    -----     --     ----
                     2005-1     B-2      CCC    B/Watch Neg
   

                Ratings Placed on Creditwatch Negative
   
                      Meritage Mortgage Loan Trust
                
                                      Rating
                                      ------
               Series   Class    To              From
               ------   -----    --              ----
               2004-1    M-6     BBB+/Watch Neg  BBB+
               2005-1    B-1     BB+/Watch Neg   BB+


                         Ratings Affirmed
   
                     Meritage Mortgage Loan Trust

            Series      Class                 Rating
            ------      -----                 ------
            2004-1      I-A1,II-A2              AAA
            2004-1      M-1                     AA
            2004-1      M-2                     AA-
            2004-1      M-3                     A+
            2004-1      M-4                     A
            2004-1      M-5                     A-
            2005-1      I-A1,I-A2,II-A2,II-A3   AAA
            2005-1      M-1,M-2                 AA+
            2005-1      M-3,M-4                 AA
            2005-1      M-5                     AA-
            2005-1      M-6                     A+
            2005-1      M-7                     A
            2005-1      M-8                     A-
            2005-1      M-9                     BBB+
            2005-1      M-10                    BBB
            2005-1      M-11                    BBB-


NEW CENTURY: Inks Pact Selling Servicing Business to Carrington
---------------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to sell their mortgage loan servicing business to
Carrington Mortgage Services LLC and Carrington Capital Management
LLC for roughly $139,000,000, subject to higher and better offers.

The Debtors' mortgage loan servicing business continues to be a
very important and profitable part of their businesses.  The
Debtors presently service roughly $19,000,000,000 of loans owned
by third parties.  The Debtors' mortgage servicing rights are
generally established in servicing contracts with securitization
trusts or third party whole loan purchasers.

The servicer, usually New Century Mortgage Corporation, receives
a servicing fee equal to 0.50% per annum of the outstanding
principal balance of each loan in the mortgage servicing
portfolio.  The servicing fees, which are payable in 12 equal
monthly installments, are typically collected from the monthly
payments made by the borrowers on the loans.

The Debtors also receive other remuneration for loan servicing
including float benefits representing interest earned on
collection accounts where mortgage payments are held pending
remittance to investors, as well as mortgagor-contracted fees
like late fees and, in some cases, prepayment penalties.

For the fiscal year ended December 31, 2006, the Debtors estimate
that they collected roughly $84,000,000 of servicing fees and
$3,000,000 of prepayment penalties, yielding roughly $64,000,000
of servicing income after amortization of MSRs.

In addition, Debtor entities, like NC Residual IV Corporation,
own residual or other interests in mortgage-backed securities,
thus giving the estates an additional significant economic
interest in the proper servicing of the securitized mortgage
loans.

Loan servicing typically includes (i) collecting and remitting
loan payments received from the borrowers; (ii) making required
advances; (iii) accounting for principal and interest; (iv)
customer service; (v) holding escrow or impound funds for payment
of taxes and insurance; and, if applicable, (vi) contacting
delinquent borrowers and supervising foreclosures and property
dispositions in the event of unremedied defaults.  Servicing
contracts generally require the servicer to advance principal,
interest, and certain "property protection" costs like taxes and
insurance with respect to delinquent mortgage loans, unless the
amounts are determined to be unrecoverable from the related
loans.  The Advances receive a priority of payment in the
securitization trust documents, but they also require the
servicer to have substantial working capital to finance them.

While profitable, the Loan Servicing Business is also among the
most fragile of the Debtors' operations.  It depends on
maintaining a stable and motivated workforce, particularly since
servicing loans, especially subprime loans in default, requires
sophistication concerning the legal and practical issues that
affect proper loan servicing.

Although the Debtors have not had sufficient resources or access
to credit to originate loans, the Debtors continue to operate
their Servicing Business and comply with obligations under their
agreements with indenture trustees and other parties to provide
servicing for mortgage loans.  However, the Debtors' liquidity
has been additionally constrained by their being required to
provide necessary loan servicing advances from their own working
capital.  Over the last month, the Debtors have had daily
dialogue with their regulators as to how the Servicing Business
will continue to operate.

The Debtors believe that a prompt sale of their Servicing
Business is essential to maintaining the confidence of their
employees, the securitization trusts that tap the Debtors for
loan servicing, and the regulators.

"Carrington was an obvious potential buyer," Suzzanne S. Uhland,
Esq., at O'Melveny & Myers LLP, in San Francisco, California, the
Debtors' proposed counsel.

Carrington and its affiliates, Ms. Uhland relates, own primary
interests in 12 securitization trusts established from 2004 to
2006, which hold roughly $8,600,000,000 of mortgage loans that
the Debtors originated and sold to the securitization trusts.
NCMC is the servicer of the mortgage loans held in the Carrington
Securitization Trusts; so, the Carrington Securitization Trusts
provide a significant portion of the revenue realized by the
Debtors' Servicing Business.

Ms. Uhland adds that Carrington has been adamant that appropriate
steps be taken to stabilize the servicing arrangement even in the
prepetition period, and insisted and conditioned its offer on
reaching an agreement with the Debtors before the Debtors filed
for bankruptcy protection.

Pursuant to an Asset Purchase Agreement dated April 2, 2007,
Carrington will acquire, free and clear of all liens:

   1) the MSRs contained in servicing agreements with
      28 securitization trusts;

   2) the right to be reimbursed for certain servicing Advances
      made by the Debtors under the MSRs;

   3) various contracts related to the Servicing Business;

   4) various real property leases used in the Servicing
      Business;

   5) equipment, files, records, intellectual property and
      certain other assets used in the Servicing Business.

The Debtors provide interim loan servicing for loans held for
sale, many of which are financed through warehouse loans.  The
Asset Purchase Agreement does not cover any of these MSRs.

Carrington will make employment offers to substantially all of
the Debtors' employees engaged in the Servicing Business at a
level of base compensation not less than the level of base
compensation as applied to any employees immediately prior to the
Closing and with benefits that are substantially similar in the
aggregate to those provided by the Debtors immediately prior to
the Closing Date.

Carrington will deliver a $10,000,000 to an escrow agent.  The
good faith deposit will be available to the estates if the
Debtors terminate the agreement based on a breach by Carrington.

The Asset Purchase Agreement provides for a one-year holdback of
10% of the Cash Purchase Price -- approximately $11,000,000 -- to
provide Carrington security that the Debtors satisfy potential
indemnification obligations provided for in the deal.

Carrington will work with NCMC so that it may provide services to
the Purchaser post-closing at the Purchaser's expense, until
Carrington is able to obtain its regulatory licenses to service
loans.

To maximize the value of the Servicing Business, the Debtors also
ask the Court to establish competitive bidding procedures.

The Debtors also seek authority to pay Carrington a breakup fee
equal to 3% of the purchase price if they consummate a sale with
a competing bidder.  The breakup fee will be paid in cash as an
administrative expense with priority over any and all
administrative expenses specified in Sections 503(b) or Sections
507(a)(2) of the Bankruptcy Code.

In addition, if the Debtors sell the business to a rival bidder
or Carrington terminates the deal under certain provisions, and
Carrington is not a proximate cause of the basis for termination,
the Debtors propose to reimburse up to $1,500,000 of Carrington's
expenses.

Competing offers must provide aggregate consideration to the
estates of at least 110% of Carrington's bid.  Competing offers
are due April 26, 2007.  All bids must include a $10,000,000
deposit.

Interested parties will be provided access to the Debtors'
electronic data room, subject to a confidentiality agreement.

The Debtors will hold an auction during the week of April 30,
2007, if one or more Qualifying Bids are received.  The Debtors
will announce the Qualifying Bidders on April 30.  

If no Qualifying Bid is received, no auction will be held and the
Debtors will seek approval of the Asset Purchase Agreement with
Carrington.

During the auction, Qualifying Bidders may submit successive bids
at $500,000 increments.  Carrington may include the breakup fee
and expense reimbursement to sweeten its offer.

After the auction, the Debtors will declare a successful bidder
and a backup bidder.  The Debtors intend to consummate a sale
with the backup bidder if the successful bidder fails to close
the deal.  The good faith deposits will be returned to the losing
bidders.

The Debtors ask the Honorable Kevin J. Carey to hold the Sale
hearing on May 7, 2007.  The Debtors will publish a notice of the
Sale Hearing in the National Edition of The Wall Street Journal
prior to the hearing.

The Debtors also seek permission to assume and assign to
Carrington contracts and leases essential to the Servicing
Business.  The Debtors will serve on the counterparties to the
contracts and leases a notice that their contracts will be
assumed and assigned as part of the transaction.  The Debtors
will list the cure amounts associated with the assumption and
assignment.

Objections to the sale, if any, including objections to the cure
amounts proposed by the Debtors, must be filed by May 2, 2007.

Carrington is represented in the Debtors' cases by Thomas S.
Kiriakos, Esq., at Mayer Brown Rowe & Maw LLP, in Chicago,
Illinois, and Steven K. Kortanek, Esq., at Womble Carlyle
Sandridge & Rice, PLLC, in Wilmington, Delaware.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


NEW CENTURY: Parties Balk at Sale of Loan Servicing to Carrington
-----------------------------------------------------------------
Six parties-in-interest filed with the U.S. Bankruptcy Court for
the District of Delaware their objections to New Century Financial
Corporation and its debtor-affiliates' motion to sell their
mortgage loan servicing business to Carrington Mortgage Services
LLC and Carrington Capital Management LLC for roughly
$139,000,000, subject to higher and better offers.

1) General Electric

General Electric Capital Corporation holds secured claims against
the Debtors pursuant to their Master Security Agreement dated
February 18, 2004.  GE also holds claims pursuant to certain
equipment leases.

GE complains that the Debtors' request is deficient.  The Debtors,
according to GE, are not clear whether they are also seeking
approval of the sale of their Loan Servicing Business and the
"stalking horse bid" by Carrington Mortgage Services, LLC.  The
Motion purports to request more than just the scheduling of a
hearing on the Debtors' request and approval of the Debtors'
proposed bidding procedures, GE's counsel, Michael G. Gallerizzo,
Esq., at Gebhardt & Smith LLP, in Wilmington, Delaware, notes.  
Any consideration of the Stalking Horse Transaction or the
appropriateness of the corresponding Sale Order should not be
held at this time given the short amount of notice provided, Mr.
Gallerizzo asserts.

The Debtors also failed to identify the tangible assets to be
sold.  Mr. Gallerizzo explains that some of the IT Assets subject
for sale may serve as collateral for the obligations that are
owed to GE.  Secured creditors are also left to guess how much
their collateral will be sold for and how much they can expect to
receive from the proposed sale transaction.

Mr. Gallerizzo also contends that the proposed bidding procedures
effectively negate GE's credit bid rights under Section 363 (k)
of the Bankruptcy Code.  The bidding procedures do not provide a
mechanism for secured creditors to bid on the specific assets
against which they hold liens.  By structuring the bidding
procedures in this manner, GE is not allowed an effective way to
exercise its credit bid rights.  This is not permissible under
Section 363 (k) absent a showing of "good cause" which the
Debtors have not made in their request, Mr. Gallerizzo argues.

2) CBAS

Representing Credit-Based Asset Servicing and Securitization LLC,
Michael Busenkell, Esq., at Eckert, Seamans, Cherin & Mellot,
LLC, in Wilmington, Delaware, contends that the proposed bidding
procedures and overbid protections have been designed to ensure
that Carrington, an affiliate of the Debtors, will be the
eventual purchaser.  The expedited schedule the Debtors proposed
will prevent other bidders from having a fair opportunity to
conduct the minimum level of due diligence necessary to assess
the value of the assets, Mr. Busenkell explains.  The proposed
initial 110% overbid with subsequent $500,000 incremental overbid
requirement, together with the excessive proposed breakup fee and
expense reimbursement, is without justification and can only
serve to chill the bidding process, he points out.

C-BASS suggests that the deadlines for the bidding and sale
process be extended for at least 20 days.  The initial overbid
should also be reduced to Carrington's purchase price plus the
approved amount of the breakup fee and $200,000.  The incremental
overbid amount should also be reduced to $200,000.

C-BASS also suggests a 2% breakup fee.  Expense reimbursement
should also be capped at $750,000.

C-BASS also notes that the Official Committee of Unsecured
Creditors has not had sufficient opportunity to investigate the
extensive relationship between the Debtors and Carrington or the
true value of Carrington's offer.  The Committee should also be
given more time to investigate.

C-BASS asserts a $35,000,000 against the Debtors. C-BASS serves
on the Committee.  Before the Debtors' bankruptcy filing, C-BASS
offered to acquire the Loan Servicing Business and presented the
Debtors with a non-binding indication of interest.

3) Wells Fargo

Wells Fargo Bank N.A. serves as trustee, paying agent, registrar,
and transfer agent in connection with (i) Carrington Mortgage
Loan Trust, Series 2006-NC1 Asset-Backed Pass-Through
Certificates; (ii) Carrington Mortgage Loan Trust, Series 2006-
NC2 Asset-Backed Pass-Through Certificates; (iii) Carrington
Mortgage Loan Trust, Series 2006-NC3 Asset-Backed Pass-Through
Certificates; (iv) Carrington Mortgage Loan Trust, Series 2006-
NC4 Asset-Backed Pass-Through Certificates; and (v) Carrington
Mortgage Loan Trust, Series 2006-NC5 Asset-Backed Pass-Through
Certificates.

Representing Wells Fargo, Michael Busenkell, Esq., at Eckert,
Seamans, Cherin & Mellot, LLC, in Wilmington, Delaware, contends
that Carrington should not be approved as the stalking horse
bidder because it is not a qualified mortgage loan servicer under
the Pooling and Servicing Agreements governing the Wells
Securitization Trusts.

Carrington, Mr. Busenkell points out, is not qualified as a
servicer by the Federal National Mortgage Association or the
Federal Home Loan Mortgage Corporation, as is required by the
Pooling and Servicing Agreements.  As a result, Carrington cannot
provide adequate assurance of future performance under those
contracts as required by Section 365 of the Bankruptcy Code.

In addition, Carrington's offer is materially deficient because
it does not propose cure amounts to cure the outstanding
breaches, including potential repurchase obligations, under the
Pooling and Servicing Agreements, Mr. Busenkell contends.

Mr. Busenkell also asserts that the bidding procedures should be
substantially revised to address the excessive overbid amounts,
the excessive proposed break-up fee and the problems arising from
the opaque nature of Carrington's offer.  Moreover, the deadlines
in the proposed bidding procedures should be extended for at
least 20 day to permit Wells Fargo and the Official Committee of
Unsecured Creditors to investigate the extensive relationship
between Carrington and the Debtors.

4) Deutsche Bank

Deutsche Bank National Trust Co. acts as trustee for 24 mortgaged
backed securities trusts, containing roughly $14,000,000,000 in
current principal amount of mortgage loans serviced by the
Debtors.  The servicing agreements for the 24 trusts constitute
the vast majority of the Debtors' 28 executory servicing
contracts -- covering $19,000,000,000 in principal amount of
mortgage loans.

Deutsche Bank wants the Debtors to provide information on the
executory contracts related to the Loan Servicing Business that
will be affected by the proposed sale, so Deutsche Bank may be
able to understand how the sale might affect its rights.

Representing Deutsche Bank, David B. Stratton, Esq., at Pepper
Hamilton, LLP, in Wilmington, Delaware, notes that with respect
to the Servicer Trusts, Deutsche Bank may assert claims for any
losses arising from breach of the servicing obligations of the
servicing debtor, typically New Century Mortgage Company.  
Pursuant to the Cash Management Order entered by the Court, any
postpetition breaches of those obligations would be afforded
administrative expense priority.

Pursuant to the Debtors' request, any proposed purchaser will be
required to provide ". . . evidence of the bidders ability to
provide adequate assurance of future performance . . ."  Deutsche
Bank suggests that all Adequate Assurance Packages should be made
available for review by the other parties to the servicing
contracts proposed to be assumed and assigned, so that those
parties can provide the Debtors and others with their views
regarding the ability of the bidders to satisfy that requirement.

Deutsche Bank also wants to attend the auction.

5) Citigroup

Citigroup Global Markets Realty Corp. wants any order approving
the Debtors' request to clarify that the sale proceeds will be
used to satisfy the Debtors' obligations to Citigroup under their
Servicer Advance Financing Facility Agreement, dated August 28,
2003.

As of the Debtors' bankruptcy filing, New Century Mortgage
Corporation owed Citigroup $32,000,000 secured by the Advances,
Marla R. Eskin, Esq., at Campbell & Levine, LLC, in Wilmington,
Delaware, says.

Ms. Eskin notes that Tranche B of the Debtors' DIP Loan Agreement
was specifically designed to "take out the amounts" owed to
Citigroup under the Servicer Advance Facility.  To the extent
Tranche B is not used to satisfy all obligations under the
Servicer Advance Facility, Citigroup wants the Debtors to use the
sale proceeds.

6) U.S. Trustee

Kelly Beaudin Stapleton, United States Trustee for Region 3,
complains that the Debtors' request does not provide sufficient
information for the U.S. Trustee to determine whether a consumer
privacy ombudsman needs to be appointed to protect personally
identifiable information about individuals.

Joseph J. McMahon, Jr., Esq., trial attorney of the United States
Department of Justice, Office of the United States Trustee, in
Wilmington, Delaware, notes that the Servicing Rights to be sold
by the Debtors include "the right of ownership, possession,
control and use of any and all Servicing Files and Mortgage Loan
Documents pertaining to the servicing of the Mortgage Loans as
provided in the Servicing Agreements.  The U.S. Trustee expects
that the transfer of any ownership interests in Servicing Files
and Mortgage Loan documents would be incident to the transfer of
Mortgage Loans.

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

Additionally, the U.S. Trustee asserts that the initial overbid
should be reduced substantially as a sizeable initial overbid may
discourage potential bidders from participating in the auction.  
The U.S. Trustee points the Court to In re Mama's Original Foods,
Inc., 234 B.R. 500, 505 (Bankr. C.D. Cal. 1999), wherein the
court held that the minimum overbid amounting to 11.3% of
"stalking horse" bid was excessive.  The court found that 2.2%
initial overbid was reasonable.

The U.S. Trustee also believes that the bid protections are not
necessary.  The U.S. Trustee points the Court to Calpine Corp. v.
O'Brien Environmental Energy, Inc. (In re O'Brien Environmental
Energy, Inc.), 181 F.3d 527 (3d Cir. 1999), wherein the United
States Court of Appeals for the Third Circuit held that:

     ". . . [I]n some cases a potential purchaser will bid
     whether or not break-up fees are offered.  This can be
     expected to occur whenever a potential purchaser determines
     that the cost of acquiring the debtor, including the cost of
     making the bid, is less than the estimated value the
     purchaser expects to gain from acquiring the company. In
     such cases, the award of a break-up fee cannot be
     characterized as necessary to preserve the value of the
     estate."

Carrington is representative of the type of bidder which,
referring to O'Brien, will bid without bid protections, according
to Mr. McMahon.  He points out that Carrington holds the primary
interests in the securitization trusts which own $8,600,000,000
of the $19,000,000,000 in loans owned by third parties and
serviced by the Debtors.  The Debtors hold a 36.75% membership
interest in Carrington, and Carrington is an "affiliate" of the
Debtors as that term is defined in Section 101(2) of the
Bankruptcy Code.  The Debtors also described Carrington as "an
obvious potential buyer."

Furthermore, there is no legal basis for granting the proposed
bid protections superpriority administrative expense status, Mr.
McMahon contends.  Sections 364(c) and 507(b) of the Bankruptcy
Code are the only sections that authorize superpriority claim
status, and those sections address (i) the obtaining or incurring
of debt in the event that the debtor is unable to obtain
unsecured credit and (ii) adequate protection of a secured claim
which later proves to be inadequate.

Both the bid procedures order and ultimately the sale order
should also acknowledge that the sale will not be free and clear
of claims and defenses that are related to a consumer credit
transaction subject to the Truth in Lending Act or any consumer
credit contract as defined by Section 363(o), the U.S. Trustee
argues.  The bid procedures order should also clarify that
neither its provisions nor those in the sale order will abridge
or modify the newly added protections of Section 363(o).

                         About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


NEW YORK WESTCHESTER: Court OKs Insurance Finance Pact with AICCO
-----------------------------------------------------------------
New York Westchester Square Medical Center obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
enter into an insurance premium finance agreement with AICCO, Inc.

The Debtor relates that it has been unable to pay full premiums
for its insurance coverage in the ordinary course of business, and
has been unable, after reasonable efforts, to obtain unsecured
credit for such payments.

The AICCO financing agreement will require the Debtor to make a
30% down payment to AICCO for $51,793 followed by eight payments,
each for $15,464.  The annual percentage rate is 6.28% and the
total amount financed under the agreement is $172,642, with total
payments of $175,505.  The Debtor has included payment of these
amounts within its budget under the cash collateral orders entered
in its bankruptcy case.

Additionally, the Court gave the Debtor permission to grant AICCO
a first priority lien and security interest in all unsecured
premiums and certain loss payments.

                   About New York Westchester

Based in Bronx, New York, New York Westchester Square
Medical Center -- http://www.nywsmc.org/-- is a not-for-profit,
community acute care hospital and certified stroke center that has
served a working class population in the Bronx community since
1929.  Its primary facility, located at 2475 St. Raymond Avenue,
Bronx, New York 10461, houses 205 beds and provides acute adult
medical and surgical care, emergency medicine and ambulatory
services.  NYWSMC is a membership corporation whose members are
selected by the New York-Presbyterian Healthcare System, Inc.

The company filed for chapter 11 protection on Dec. 19, 2006
(Bankr. S.D.N.Y. Case No. 06-13050).  Burton S. Weston, Esq., at
Garfunkel, Wild & Travis, P.C., represents the Debtor.   Louis A.
Scarcella, Esq., and Robert C. Yan, Esq., at Farrell Fritz PC,
represent the Official Committee Of Unsecured Creditors.  The
Debtor's schedules showed total assets of $49,283,477 and total
debts of $35,502,088.  The Debtor's exclusive period wherein it
can file a plan of reorganization ends on Aug. 16, 2007.


NORTHWEST AIRLINES: Names New Board of Directors
------------------------------------------------
Gary L. Wilson, chairman of the board of Northwest Airlines
Corporation said Friday that the company will establish a new 12-
member board of directors upon the upcoming completion of its
reorganization.  Mr. Wilson, who has served as chairman since 1997
and co-chairman since 1991, will be succeeded as chairman by Roy
Bostock, a board member since 2005.  The current Board will
continue to serve until the reorganization is completed, which is
expected in June.

The new Board will include continuing and new directors who bring
a broad mix of skills to Northwest Airlines.  Northwest will
continue its corporate governance practice initiated by Wilson of
requiring separation of the chairman and chief executive officer
positions, and the Board is considering instituting the 12-year
term limit for directors recommended by both the Official
Committee of Unsecured Creditors and the Northwest Restructuring
Committee.

Mr. Wilson said, "I am leaving the Board because I believe in term
limits and because my other business interests do not allow me
sufficient time to continue leading the Board.  Roy Bostock is a
great leader who will invest the time and energy required to lead
the Board and to help the management team create shareholder
value.  I have been associated with Northwest Airlines since 1989
and am extremely proud of the extraordinary accomplishments of
this very resilient organization.  Our industry never fully
recovered from the economic impact of 9/11 and the Iraq War, as
reduced travel and high fuel prices led to massive losses that
could only be resolved in bankruptcy."

Mr. Wilson continued, "I applaud our Board and management on
achieving an extremely successful reorganization and creating a
profitable company going forward that will produce meaningful
profit-sharing for all employees.  I wish all my colleagues good
fortune on maintaining Northwest's return to profitability and
enhancing its focus on great service to our customers."

Mr. Bostock said, "Northwest Airlines is emerging from the
reorganization process well positioned for long-term profitability
and growth.  We will have an excellent market position, strong
balance sheet, improved cost structure, industry-leading corporate
governance and a distinguished Board with deep airline experience
and a broad range of other relevant skills.  I am honored to
succeed Gary Wilson as chairman and, on behalf of the entire
Board, I salute him for his 16 years of tireless and effective
Board leadership."

Dana J. Lockhart, chairman of the Official Committee of Unsecured
Creditors and chief financial officer of Airbus North America,
said, "We have worked very productively with Northwest and are
pleased with the composition of the new Board, which blends the
broad experience of the continuing directors with the fresh
perspectives and wide-ranging expertise of the new directors.  We
are also pleased that Northwest will be in the vanguard of best
practices for boards of directors that Gary Wilson has advocated.  
The new Board is well-equipped to represent the interests of all
of Northwest's constituencies while guiding the company as it
emerges from a very successful reorganization where the unsecured
creditors will realize very substantial financial recoveries
including, for most creditors, the opportunity to receive equity
in a well-positioned airline."

Doug Steenland, president and chief executive officer of Northwest
Airlines, said, "I look forward to working with our new board as
they help guide our management team during this new and exciting
chapter in Northwest Airlines' long history.  We have achieved our
three key goals for the reorganization - developing a more
efficient business model, reducing our cost structure, and
strengthening our balance sheet.  We are grateful to our
creditors, who have played a constructive role in the process, our
management team and the 31,000 committed employees who never lost
their focus on running the business and serving our customers.  I
want to recognize the enormous contributions of our board of
directors and particularly, Gary Wilson's leadership.  We will
miss his wisdom, strategic guidance and passion for Northwest."

           New Northwest Airlines Board of Directors

Roy Bostock has been a director since 2005.  He is a former
chairman and chief executive officer of D'Arcy Masius Benton &
Bowles Inc., one of the world's leading advertising firms, and is
now a principal of Sealedge Investments LLC, a diversified private
investment company. Bostock also serves as chairman of the
Partnership for a Drug-Free America.  He is also a director of
Morgan Stanley and Yahoo! Inc.

David Brandon is currently chairman and chief executive officer of
Domino's Pizza, Inc.  Brandon has served as chairman, chief
executive officer and as a manager of Domino's Pizza since March
1999. He was president and chief executive officer of Valassis,
Inc., a company in the sales promotion and coupon industries, from
1989 to 1998, and chairman of the board of directors of Valassis
from 1997 to 1998.  Brandon serves on the boards of directors of
the TJX Companies, Inc., Burger King Corporation and Kaydon
Corporation.

Mike Durham is president and chief executive officer of Cognizant
Associates, Inc., a consulting firm he founded in 2000.  Prior to
forming Cognizant Associates, Durham served as president and chief
executive officer of Sabre, Inc.  He has also served as senior
vice president and treasurer of AMR and as senior vice president
of finance and chief financial officer of American Airlines.
Durham serves as the non-executive chairman of the board of Asbury
Automotive Group, Inc., and as a director and chairman of the
audit committee of AGL Resources, Inc.  He is also a member of the
boards of Acxiom Corporation, Bombardier, Inc., Culligan
International, Hertz Global Holdings and SCI Solutions.

John Engler has been a Northwest Airlines director since 2003.  
Since 2004, Engler has served as president & chief executive
officer of the National Association of Manufacturers.  From 2003
to 2004, Engler was president of state and local government and
vice president of government solutions for North America for
Electronic Data Systems Corporation.  Engler served as Michigan's
46th governor for three terms from 1991 to 2003.  He also serves
on the board of directors of Dow Jones & Company, Universal Forest
Products Inc. and Munder Capital Management.

Mickey Foret is president of Aviation Consultants LLP.  From
September 1998 to September 2002, he served as executive vice
president and chief financial officer of Northwest Airlines.  From
September 1998 to September 2002, he also served as chairman and
chief executive officer of Northwest Airlines Cargo Inc., a
subsidiary of Northwest Airlines that specializes in cargo
transport.  He was president and chief operating officer of Atlas
Air, Inc. from June 1996 to September 1997 and executive vice
president and chief financial officer of Northwest Airlines from
September 1993 to May 1996.  In addition, Foret has held other
senior management positions with various companies including
Continental Airlines Holdings, Inc. and KLH Computers, Inc.  Foret
is a director of ADC, URS Corporation and Nash Finch Company.

Robert Friedman has been a director since 2002.  Friedman has
served since 1999 as a senior managing director of The Blackstone
Group L.P. Since 2003, he has also been chief administrative
officer and chief legal officer of Blackstone.  Prior to 1999, he
was a partner of the law firm of Simpson Thacher & Bartlett LLP.
He also serves on the board of directors of Axis Capital Holdings
Ltd. and TRW Automotive Holdings Corp.

Doris Kearns Goodwin has been a director since 1997.  Goodwin is a
historian and author and has received numerous awards, including
the Pulitzer Prize in history in 1995 for the book, "No Ordinary
Time", and the Lincoln Prize for history in 2006. Her recent
historical perspective, "Team of Rivals: the Political Genius of
Abraham Lincoln" was on the New York Times best sellers list for
15 weeks. She served as a member of the Harvard University Board
of Overseers for a six-year term ending in 2005.  She was an
assistant to President Lyndon Johnson before spending nearly 10
years as a professor of Government at Harvard University.

Jeffrey Katz has been a director since 2005. Since June 2005, Katz
has served as president and chief executive officer of LeapFrog
Enterprises, Inc.  From 2000 to 2004, he served as chairman,
president and chief executive officer of Orbitz Inc.  Prior to
joining Orbitz, Katz was president and chief executive officer of
Swissair Group's Swissair from 1997 until 2000.  Prior to April
1997, Mr. Katz spent 17 years at American Airlines in a variety of
executive roles including president of the Global Distribution
System Division of Sabre Inc.

James Postl is a Houston-based independent director.  He served as
president and chief executive officer of Pennzoil-Quaker State
from 2000 to 2002 and was the company's president and chief
operating officer between 1998 and 2000.  Prior to that, Postl
served as president of Nabisco from 1996 to 1998.  He earlier
served as president and chief executive officer of Nabisco
International and earlier spent 19 years at Pepsico in various
management positions.  He is also a director of Centex Corporation
and Cooper Industries.

Rodney Slater is a partner at the law firm of Patton Boggs LLP,
serving as the head of the Public Policy and Transportation
Practice Group.  From 1997 to 2001 he served as the Secretary of
Transportation for the US Department of Transportation.  From 1993
to 1996, he was Director of the Federal Highway Administration.  
He is also a director of Kansas City Southern.

Douglas Steenland has served as a director of NWA Corp. since 2001
and as president and chief executive officer of Northwest Airlines
since October 2004.  Steenland has served in a number of executive
positions since joining Northwest in 1991, including president
from April 2001 to October 2004, executive vice president and
chief corporate officer from September 1999 to April 2001,
executive vice president--alliances, general counsel and secretary
from January 1999 to September 1999, executive vice president,
general counsel and secretary from June 1998 to January 1999, and
senior vice president, general counsel and secretary from 1994 to
1998.  Prior to joining Northwest, Steenland was a senior partner
at the Washington, D.C. law firm of Verner, Liipfert, Bernhard,
McPherson and Hand.

William Zoller has been a director since April 2006. Captain
Zoller has been a Northwest pilot for more than 25 years.  He
previously served as an executive vice president of the Air Line
Pilots Association, International (ALPA) from 2000 to 2002, and
served as chairman of the Northwest Airlines Master Executive
Council of ALPA from 1996 to 2000.

                     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.  (Northwest Airlines Bankruptcy
News, Issue No. 65; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)     

                             Plan Update

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


NY WESTCHESTER: Panel Selects Deloitte as Financial Advisors
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in New
York Westchester Square Medical Center's Chapter 11 case asks
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Deloitte Financial Advisory Services LLP, as
financial advisors.

Deloitte Financial will:

   a) assist and advise the Committee in its analysis of the
      current financial position of the Debtor;

   b) assist and advise the Committee in its analysis of the
      Debtor's business plans, cash flow projections,
      restructuring programs, selling and general administrative
      structure and other reports or analysis prepared by the
      Debtor or its professionals;

   c) assist and advise the Committee in its analysis of proposed
      transactions, and other matters for which the Debtor may
      seek Court approval;

   d) assist and advise the Committee in its analysis of the
      Debtor's internally prepared financial statements and
      related documentation, in order to evaluate performance of
      the Debtor as compared to the Debtor's projected results;

   e) assist and advise the Committee and its counsel in the
      development, evaluation, and documentation of any plan of
      reorganization or strategic transactions;

   f) assist and render expert testimony on behalf of the
      Committee;

   g) assist and advise the Committee in its analysis of the
      Debtor's hypothetical liquidation analysis under various
      scenarios;

   h) assist the Committee with respect to obtaining other
      services, including tax services, valuation assistance,
      corporate finance advice, compensation and benefits
      consulting, or other specialized services as may be
      requested by the Committee;

   i) attend and advise at meetings and court hearings with the
      Committee and its counsel and representatives of the Debtor;
      and

   j) provide other services, as requested by the Committee and
      agreed by the Firm.

Daniel S. Polsky, a director at Deloitte Financial, tells the
Court that the Firm's professionals bill:

      Designation                    Hourly Rate
      -----------                    -----------
      Attorneys                         $295
      Para-professionals                $150

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

                   About New York Westchester

Based in Bronx, New York, New York Westchester Square
Medical Center -- http://www.nywsmc.org/-- is a not-for-profit,
community acute care hospital and certified stroke center that has
served a working class population in the Bronx community since
1929.  Its primary facility, located at 2475 St. Raymond Avenue,
Bronx, New York 10461, houses 205 beds and provides acute adult
medical and surgical care, emergency medicine and ambulatory
services.  NYWSMC is a membership corporation whose members are
selected by the New York-Presbyterian Healthcare System, Inc.

The company filed for chapter 11 protection on Dec. 19, 2006
(Bankr. S.D.N.Y. Case No. 06-13050).  Burton S. Weston, Esq., at
Garfunkel, Wild & Travis, P.C., represents the Debtor.   Louis A.
Scarcella, Esq., and Robert C. Yan, Esq., at Farrell Fritz PC,
represent the Official Committee Of Unsecured Creditors.  The
Debtor's schedules showed total assets of $49,283,477 and total
debts of $35,502,088.  The Debtor's exclusive period wherein it
can file a plan of reorganization ends on Aug. 16, 2007.


NIGHTHAWK SYSTEMS: GHP Horwath Raises Going Concern Doubt
---------------------------------------------------------
GHP Horwath PC, in Denver, expressed substantial doubt about
Nighthawk Systems Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2006.  The auditing firm pointed to the company's
net loss of approximately $3.6 million during the year ended
Dec. 31, 2006, and stockholders' deficit of approximately
$1.9 million at Dec. 31, 2006.

Nighthawk Systems Inc. reported a net loss of $3.6 million on
revenues of $899,175 for the year ended Dec. 31, 2006, compared
with a net loss of $2.7 million on revenues of $528,689 for the
year ended Dec. 31, 2005.

The company's balance sheet showed $1.1 million in total assets
and $3 million in total liabilities, resulting in a $1.9 million
total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $757,758 in total current assets available to pay
$3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1d97

Based in San Antonio, Nighthawk Systems Inc. (OTC BB: NIHK) --
http://www.nighthawksystems.com/-- provides intelligent wireless  
power control products that enable simultaneous activation or de-
activation of multiple assets or systems on demand.  Simply put,
Nighthawk products allow customers to turn things on or off
without manually flipping a switch.


PLAIN EXPLORATION: To Acquire All Oil & Gas Interests for $946MM
----------------------------------------------------------------
Plains Exploration & Production Company has agreed to acquire
from a private company all of its interests in oil and gas
producing properties, covering over 60,000 gross acres/55,000
net acres, over 200 producing/productive wells and over 3,000
additional potential drilling locations in the Mesaverde,
Colorado, plus the associated midstream assets including a 25
percent interest in the Collbran Valley Gathering System.

Plains will pay $900 million in cash and issue one million shares
of PXP common stock.  The transaction is valued at approximately
$946 million,  based on PXP's closing price on April 17, 2007.  
The effective date of the transaction is Jan. 1, 2007.

After acquisition Plains' operations will be concentrated in
California, Colorado and the Gulf Coast region.  The transaction
is expected to close during the second quarter subject to
customary closing conditions.  Plains intends to fund the
acquisition with borrowings under its bank credit facility.  
Lehman Brothers Inc. acted as the financial advisor and rendered
a fairness opinion to PXP.

"The Piceance Basin is one of the most prolific basins in the
United States," Plains' Chairman, President and Chief Executive
Officer, James C. Flores, said.  "This transaction provides PXP
a meaningful acreage position with substantial reserve and
production growth opportunities.  We have identified over 3,000
drilling locations each with an estimated ultimate recovery of
nearly 1.0 billion cubic feet equivalent per well.  With 5
drilling rigs operating, we expect to initially drill about 100
wells per year.  We are confident 2007 will be another highly
successful year for PXP and its shareholders.  This accretive
acquisition is an immediate contribution to accelerating PXP's
per share growth."

                     About Plains Exploration

Headquartered in Houston, Plains Exploration & Production Co. has
about 95% of its reserves located in onshore California in the Los
Angeles Basin and San Joaquin Valley Basin, with additional
reserves in offshore California in the Santa Maria Basin as well
as in the GOM.  It also conducts a large non-operated exploration
effort to the deep geologic horizons beneath the GOM and in the
deepwater regions of the GOM.


PLAINS EXPLORATION: Oil & Gas Purchase Cues S&P's Low-B Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Plains Exploration & Production Co.  At the same
time, S&P placed its 'BB-' unsecured issue rating for PXP on
CreditWatch with negative implications.  The rating actions follow
PXP's announcement that it will be acquiring 386 billion cubic
feet equivalent of proved oil and gas reserves and a 25% interest
in the Collbran Valley Gathering System in the Piceance Basin from
an undisclosed private company. The outlook remains stable.
     
The negative CreditWatch listing on the 'BB-' unsecured rating
reflects the likelihood that ratings could be either lowered or
affirmed in the near term.
      
"We expect secured indebtedness to increase in the near term,"
said Standard & Poor's credit analyst Jeffrey Morrison.  (PXP will
seek to increase its borrowing base on its revolver materially
beyond the currently committed $750 million.)  "Thus, PXP's
$500 million senior unsecured notes due 2017 could be subject to a
one-notch downgrade if secured indebtedness remains in excess of
30% of PXP's book value of assets for a prolonged period."
     
Standard & Poor's will resolve the CreditWatch listing on the
unsecured notes in the near term after gaining greater clarity
with regard to how the transaction will ultimately be financed and
a view of PXP's expected capital structure.
     
Pro forma the Piceance transaction, Houston, Texas-based PXP is
expected to have about $1.4 billion in debt.
      
"The affirmation of the corporate credit rating on PXP reflects
our expectation that despite an increase in debt leverage, credit
measures such as debt per proved reserves (expected to remain
below $4 per barrel of oil equivalent)and debt to EBITDA plus
exploration expense (expected to remain close to 2x) will remain
within tolerances for the current 'BB' ratings," Mr. Morrison
said.  "Nevertheless, if PXP pursues additional leveraging
transactions in the near to intermediate term, ratings could be
lowered."
     
The ratings on PXP reflect a historically acquisitive growth
strategy, recent strategic repositioning initiatives that have
included sizable cash outlays for hedge restructurings, asset
sales (45 million boe of proved reserves in California to
Occidental Petroleum Corp. (A-/Stable/A-2) and two deepwater Gulf
of Mexico discoveries and one prospect to Statoil ASA
(A+/Stable/A-1)), share repurchases, the failed acquisition of
Stone Energy Corp. (B+/Watch Neg), and a more ambitious near-term
exploration program in the U.S. Gulf of Mexico.  Concerns are
nearly mitigated by PXP's long-lived and predictable reserves in
California, an improved hedge position that has improved per-unit
cash margins, and an experienced management team.
     
The stable outlook reflects our expectation that PXP's financial
risk profile and leverage measures will remain consistent with our
expectations for the current ratings following the Piceance
acquisition--despite some concern regarding recent strategic
repositioning initiatives.


POPE & TALBOT: Weak Earnings Prompt DBRS to Confirm Junk Rating
---------------------------------------------------------------
Dominion Bond Rating Services has confirmed the Senior Unsecured
Debt rating of Pope & Talbot, Inc. at CCC.  The trend remains
Negative.  The rating reflects P&T's weak earnings and cash
flow generation and the risk that the Company may not have the
liquidity required to fund its operations substantially beyond the
next 12 months.  However, the repayment of lumber duties in fiscal
fourth quarter 2006 provided additional cash of $127.5 million,
ensuring that P&T's liquidity will be sufficient to meet near-term
requirements.

Despite the much needed cash infusion the trend remains Negative,
reflecting the high probability that:

   1. a deterioration in operating performance could occur in the
      next year, and

   2. weak earnings and cash flows may jeopardize the company's
      ability to meet EBITDA covenants contained in its credit
      agreement.

Successful supply management strategies have enabled pulp
manufacturers to implement cost-push product price increases
over the past year.  However, industry supply discipline may be
increasingly difficult to maintain in light of substantial new
market pulp capacity starting up in Latin America in 2007.

Failure to close a widening demand/supply gap would result
in price erosion and declining earnings.  The possibility that
industry market pulp production curtailments may not be sufficient
to support cost-push price increases elevates the risk that P&T's
operating performance and liquidity could quickly deteriorate.  
The declining U.S. residential construction industry, high lumber
export taxes, and the potential of a U.S. economic slowdown
exacerbate the situation.

The company is exposed to weakness in the U.S. dollar relative to
the Canadian dollar and additional strength in the Canadian dollar
will have a negative impact on earnings.  Equally important is the
significant cost pressures facing P&T, which are showing no signs
of abating.  The trend will remain Negative until the company's
financial performance significantly improves and demonstrates its
ability to meet covenants associated with its credit agreement.


POSITRON CORPORATION: F. Sassetti Raises Going Concern Doubt
------------------------------------------------------------
Frank L. Sassetti & Co. reported that Positron Corporation has a
significant accumulated deficit, which raises substantial doubt
about the company's ability to continue as a going concern after
auditing Positron's annual report for 2006.

For the year ended Dec. 31, 2006, the company incurred a net loss
of $6.6 million on total revenue of $2.2 million, as compared with
a net loss of $3.8 million on total revenue of $762,000 for the
year ended Dec. 31, 2005.

As of Dec. 31, 2006, the company held total assets of $5.3 million
and total liabilities of $6.4 million, resulting in a $1.1 million
total stockholders' deficit.  

The company's accumulated deficit as of Dec. 31, 2006, was
$68.8 million, up from an accumulated deficit of $62.2 million in
2005.  At Dec. 31, 2006, the company had cash and cash equivalents
of $115,000, as compared with $209,000 at Dec. 31, 2005.  The
company received $2.5 million and $2.6 million in 2006 and 2005
respectively, in equity and debt financings.  

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d91

                         About Positron

Headquartered in Houston, Texas, Positron Corporation (OTC BB:
POSC) -- http://www.positron.com/-- designs, manufactures,  
markets and supports advanced medical imaging devices utilizing
positron emission tomography technology under the trade name
POSICAM(TM) systems.  POSICAM(TM) systems incorporate patented and
proprietary software and technology for the diagnosis and
treatment of patients in the areas of cardiology, oncology and
neurology.  POSICAM(TM) systems are in use at leading medical
facilities, including the University of Texas -- Houston Health
Science Center; The Heart Center of Niagara in Niagara Falls, New
York; Emory Crawford Long Hospital Carlyle Fraser Heart Center in
Atlanta; and Nishidai Clinic (Diagnostic Imaging Center) in Tokyo.


PUBLICARD INC: Deloitte & Touche Raises Going Concern Doubt
-----------------------------------------------------------
Deloitte & Touche LLP expressed substantial doubt on PubliCARD
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses from operations, substantial decline in working capital and
negative cash flows from operations, and the company's need to for
an additional capital to meet its obligations.

For the year ended Dec. 31, 2006, the company had a net loss of
$6.3 million and generated revenues of $3.3 million, as compared
with a net loss of $2 million and revenues of $3.6 million for the
year ended Dec. 31, 2005.

The company's balance sheet as of Dec. 31, 2006, showed total
assets valued at $1.4 million and total liabilities of
$2.4 million, resulting in a $964,000 total stockholders' deficit.

In 2006, accumulated deficit was $114.2 million, negative working
capital was $759,000, and cash held was $406,000.  Negative
working capital in 2006 resulted from total current assets of
$1.4 million and total current liabilities of $2.1 million.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d92

                         About PubliCARD

Headquartered in New York City, PubliCARD, Inc. (OTCBB: CARD.OB)
-- http://www.publicard.com/-- through its Infineer Ltd.  
subsidiary, designs smart card solutions for educational and
corporate sites.


PUREBEAUTY INC: Files Amended Joint Plan and Disclosure Statement
-----------------------------------------------------------------
PureBeauty Inc. and its debtor-affiliate, Pure Salons Inc.,
filed  with the U.S. Bankruptcy Court for the Central District of
an Amended Joint Disclosure Statement explaining their Amended
Joint Chapter 11 Plan of Reorganization.

                        Treatment of Claims

Under the Plan, Invest Corp. 2, a Secured Claim holder, will
be paid in full.  All funds remaining in the Invest Corp. 2  
Segregated Account will be remitted to the General Unsecured Fund.

Holders of Priority Claims, other than Priority Tax Claims, will  
also be paid in full.

At the Debtor's option, holders of Other Secured Claims, including  
Secured Tax Claims, will receive:  

   i. cash in the allowed amount of the holder's Allowed Claim.

  ii. the return of the Collateral securing the claim; or  

iii. (a) the cure of any default, other than a default of the  
          kind specified in Bankruptcy Code section 365(b)(2)
          that Bankruptcy Code section 1124(2) requires to be  
          cured, with respect to the holder's Allowed Claim,  
          without recognition of any default rate of interest
          or similar penalty or charge, and upon cure, no default  
          will exist;

      (b) the reinstatement of the maturity of the Allowed Claim  
          as the maturity existed before any default, without  
          recognition of any default rate of interest or  
          similar penalty or charge; and

      (c) its unaltered legal, equitable, and contractual rights  
          with respect to the Allowed Claim.  Any defenses,  
          counterclaims, rights or offset or recoupment of the  
          Debtors with respect to the Claims shall vest in and  
          inure to the benefit of the continuing estate.

In addition, holders of Other Secured Claims will release all  
Liens against property of the Debtors, unless option (iii) is  
chosen with respect to the Claim on the Effective Date.

Each holders of General Unsecured Claims will receive a pro rata  
share of the General Unsecured Fund including the net shared cash
recoveries.

Holders of Other Subordinated Claims and Equity Interests will  
receive nothing under the Plan.

A full-text copy of Purebeauty Inc. and Pure Salons Inc.'s  
Amended Joint Disclosure Statement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=070419232108

PureBeauty, Inc. -- http://www.purebeauty.com/-- operated 48    
retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operated six  
"brand" stores, providing customers with a variety of aspirational  
products and services.  PureBeauty Inc. and Pure Salons, Inc., an  
affiliate, filed for chapter 11 protection on April 18, 2006  
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,  
at Klee, Tuchin, Bogdanoff & Stern LLP represented the Debtors.   
Eric E. Sagerman, Esq., and David J. Richardson, Esq., at Winston  
& Strawn, LLP, serves as counsel to the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated $14 million in assets and
$82 million in debts.


RADNOR HOLDINGS: U.S. Trustee Wants Ch. 11 Liquidation Plan Filed
-----------------------------------------------------------------
The United States Trustee for Region 3 has dropped her bid to
convert the chapter 11 cases of Radnor Holdings Corp. and its
debtor-affiliates to Chapter 7 liquidation, so long as the Debtors
file a Chapter 11 liquidation plan by the end of the month,
Bankruptcy Law 360 said on its Web site Thursday last week.

Bankruptcy Law 360 relates that the Debtors are amenable with the
U.S. Trustee's condition.

Earlier, BankruptcyData reported that the Debtors sought further
extension of their exclusive periods from the U.S. Bankruptcy
Court for the District of Delaware.  The Debtors' exclusive period
to file a plan expired on April 18, 2007.

According to BankruptcyData, the Debtors want their plan proposal
period extended for an additional 90 days to July 17, 2007, and
their solicitation period for an additional 60 days to Sept. 15,
2007.

The Court is scheduled to hear on the matter on May 17, 2007,
BankruptcyData said.

Last month, the Court approved the employment of Carroll Services
LLC to provide the Debtors with wind-down and liquidation
services.

The Court also permitted the Debtors to hire James Patrick Carroll
to serve as their Chief Liquidation Officer and on the Board of
Directors of Radnor, pursuant to an engagement letter.

Mr. Carroll will replace Paul Finigan, the former sole independent
director on Radnor's Board who resigned late last year.  Stan
Springel of Alvarez & Marsal LLC, who was the Debtors' Chief
Restructuring Officer, also left Radnor following the sale of
substantially all of the Debtors' assets in November 2006 to TR
Acquisition Co. LLC.

                      About Radnor Holdings

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


RICHARD IAMUNNO: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Richard Iamunno
        1010 Grand Court
        Highland Beach, FL 33487

Bankruptcy Case No.: 07-12702

Chapter 11 Petition Date: April 17, 2007

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Susan D. Lasky, Esq.
                  2101 North Andrews Avenue, Suite 405
                  Wilton Manors, FL 33311
                  Tel: (954) 565-5854
                  Fax: (954) 462-8411

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Grand Cay Estates at Boca        1010 Grand Court       unknown
Highland Homeowner's             Highland Beach,
Association                      FL 33487; value of
c/o David Harg                   security:
2295 NW Corporate Boulevard      $3,600,000;
375 South 33130                  value of senior
Hollywood, FL 33130              lien:
                                 $2,060,695

Uni-Fund, Inc.                   collection account     $41,787
2700 South Tamiami Terminal,     for F.U.S.A.
Suite 9
Sarasota, FL 34239

                                 collections account    $12,426
                                 for Classic

National Credit Adjuster         collection account     $27,246
327 West 4th Avenue              for Maryland
Hutchinson, KS 67501             National Bank

Capital One                      charge off             $11,002

Donna L. Haslinger               judgment               $10,130

Credit One, L.L.C.               original creditor       $5,875

Child Support Enforcement        child support           $3,414

American Credit Control          original                   $34
                                 creditor primary
                                 care of WNY,
                                 L.L.P.

Citifinancial                    possible deficiency         $1

Jeffrey Berlowitz, Esq.          attorney fees               $1

McCabe, Smith & Reynold          original creditor           $1
                                 Knox Pools, Inc.


Paul Weinstock                   lawsuit against             $1
                                 Atlantic
                                 International for
                                 Contract & Debt


SAINT ACQUISTION: Moody's Junks Rating on $835 Mil. Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings of B1 to the
$2.1 billion first lien senior secured credit facility and Caa1 to
the $835 million second lien senior secured privately-placed notes
planned to be issued by Saint Acquisition Corporation.

The Credit Facilities and Notes will fund the cash portion
of the planned acquisition of the publicly-held shares of Swift
Transportation Co., Inc. by SAC.  SAC is wholly-owned by Saint
Corporation, which is wholly-owned by Jerry Moyes, a co-founder
and the former CEO, President and Chairman of the board of
directors of Swift.  A portion of the proceeds will fund the
repayment of existing indebtedness of Swift and the refinancing
of certain indebtedness of Jerry Moyes or of entities related to
Jerry Moyes.  Upon closing of the acquisition, SAC will merge with
Swift.  Swift will be the surviving entity and will assume all of
the obligations of SAC.

The B2 corporate family rating reflects the high pro-forma
financial leverage resulting from the acquisition which will
increase debt service costs at a time when there is softness in
the transport market.  Debt to EBITDA of 5.4 times maps to the
median leverage of similarly-rated issuers, but is atypically high
for the trucking sector.

"The high level of leverage will increase Swift's debt service
requirements at a time when a softening economic environment is
beginning to weaken the overall demand for transportation
services, which constrains the assigned ratings" said Jonathan
Root, Moody's High Yield Transportation Analyst.

Nonetheless, Moody's believes that Swift's market position and
long relations with key large shippers, along with its relatively
high variable cost structure, should preserve the company's
ability to adequately service its debt during an economic
downturn.

EBIT to Interest of about 1x is relatively weak for the rating
category; but the high depreciation component results in a
projected cash-based coverage measure of about 2.2x for 2007.  
The ability to preserve cash flow during troughs in the cycle by
reducing capital expenditures, and to generate cash flow by
selling excess equipment, further support the B2 rating.

The combination of good alternate liquidity and Moody's
expectation that Swift should maintain a meaningful cushion with
the financial covenants supports the B2 rating.  Although Swift
expects to operate with only a modest level of cash on hand,
availability of about $250 million is expected under the
$450 million revolving credit, after utilization of about
$200 million of the letter of credit sub-facility.


The Credit Facility and the Notes will be secured by pledges of
the common stock of SAC and of the subsidiary guarantors, and of
substantially all tangible and intangible assets of Swift, the
subsidiary guarantors and of Saint.  The ratings assigned to the
instruments reflect the standard application of Moody's Loss Given
Default rating methodology.

The stable outlook reflects Moody's view that the flexibility of
the high variable cost structure and the discretionary nature of
capital spending should allow Swift to manage through periods of
somewhat lower demand that might arise over the near term.  
Downwards rating pressure could arise if actual operating results
significantly trail the company's expectations over the
intermediate term that result in Debt to EBITDA being sustained
above 6x or EBIT to Interest being sustained below 1x.

Deterioration in liquidity, driven mainly by the company becoming
reliant on the revolver for working capital needs, would also
provide downward rating pressure.  Ratings or the outlook could be
upgraded if Debt to EBITDA was sustained below 4.5x and EBIT to
Interest was sustained above 2x.  Demonstration of the ability to
grow revenues and earnings over the course of the cycle and to
lower customer concentration by diversifying the customer base
across new industry sectors could also provide upwards pressure
on the ratings.

Assignments:

Issuer: Saint Acquisition Corporation

   * Senior Secured Bank Credit Facility, Assigned a range of 34 -
     LGD3 to B1

   * Senior Secured Regular Bond/Debenture, Assigned a range
     of 86 - LGD5 to Caa1

Saint Acquisition Corporation, based in Phoenix, Arizona, is an
acquisition vehicle created to facilitate the acquisition of Swift
Transportation Co., Inc.

Swift Transportation Co, Inc. , headquartered in Phoenix, Arizona,
is the largest provider of truckload transportation services in
the United States, with line-haul, dedicated and inter-modal
freight services.


SEA CONTAINERS: Court OKs Conyers Dill as Panel's Bermuda Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sea Containers  
Ltd. and Sea Containers Caribbean, Inc. obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Conyers Dill & Pearman as its Bermuda counsel, nunc pro tunc to
Oct. 26, 2006.

Conyers Dill is expected to:

   (a) advise the SCL Committee with respect to its rights,
       duties, and powers in these cases;

   (b) assist and advise the SCL Committee in its consultations  
       with the Debtors relative to the administration of the  
       Chapter 11 cases;

   (c) assist the SCL Committee in analyzing the claims of the  
       Debtors' creditors in negotiating with such creditors;

   (d) represent the SCL Committee at all hearing and other  
       proceedings with regard to Bermuda law;

   (e) interface and coordinate with the provisional liquidators
       and any analogous parties that may be appointed under the  
       law of various jurisdictions;

   (f) appear before the Bermuda Supreme Court, the Bermuda Court  
       of Appeal, Bermuda Magistrate Courts and Bermuda  
       regulatory bodies and protect the interests of the SCL
       Committee before the courts and regulators;

   (g) review and analyze all applications, orders, statements of  
       operations and schedules filed with Bermuda courts and  
       advise the SCL Committee as to their property;

   (h) attend the meetings of the SCL Committee, if requested;  

   (i) advise as required on issues of Bermuda corporate law and  
       governance with respect to SCL to the extent requested by  
       the SCL Committee; and

   (j) perform other legal services as may be required and are  
       deemed to be in the interests of the SCL Committee in  
       accordance with its powers and duties as set forth in the  
       Bankruptcy Code.

Conyers Dill's professional services will be paid based on its
standard hourly rates:

      Designation                      Hourly Rate
      -----------                      -----------
      Partners                         $420 - $650
      Counsel and Associates           $300 - $600

Conyers Dill attorneys principally responsible for the matters in
the Chapter 11 cases and their fees are:

      Professional                     Hourly Rate
      ------------                     -----------
      Narinder Hargun, Esq.            $600 - $650
      David Cooke, Esq.                $605 - $635
      Robin Mayor, Esq.                $575 - $600
      Paul Smith, Esq.                 $575 - $600
      Angela Atherden, Esq.            $315 - $345
      Jennifer Haworth, Esq.           $250 - $300

Robin J. Mayor, Esq., an attorney at Conyers Dill, assures the
Court that her firm is a "disinterested person" as that term is
defined in Section 101 (14) of the Bankruptcy Code.

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight     
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  The Debtors' exclusive period to file a chapter
11 plan of reorganization expires on June 12, 2007.


SEA CONTAINERS: Services Committee Can Hire Pepper Hamilton
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Sea Containers
Services, Ltd. and its debtor-affiliates obtained authority from
the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ Pepper Hamilton LLP as its Delaware
counsel, nunc pro tunc to Jan. 26, 2007.

The Official Services Committee represents the interests of Sea
Containers 1983 Pension Scheme and Sea Containers 1990 Pension
Scheme in the Debtors' bankruptcy cases.

David B. Stratton, Esq., and David M. Fournier, Esq., partners in
the firm, and James C. Carignan, Esq., an associate, are expected
to do the primary work for Pepper Hamilton.

Pepper Hamilton is expected to:

   (a) assist Willkie Farr & Gallagher LLP in representing the
       Services Committee;

   (b) advise the Services Committee with respect to its rights,
       duties, and powers in the Debtors Chapter 11 cases;

   (c) assist and advise the Services Committee in its
       consultations with the Debtors, other committees and other
       parties-in-interest, relating to the administration of
       the Debtors' bankruptcy cases;

   (d) assist the Services Committee in analyzing the claims of
       Services' creditors and capital structure and in
       negotiating with the holders of claims, and if
       appropriate, equity interests;

   (e) assist in the Services Committee's investigation of the
       acts, conduct, assets, liabilities, and financial
       condition of the Debtors and other parties involved with
       the Debtors, and the Debtors' business operation;

   (f) assist the Services Committee in analyzing intercompany
       transactions;

   (g) assist the Services Committee in its analysis of, and
       negotiations, with the Debtors or any other third party
       concerning matters related to, among other things, the
       assumption or rejection of certain leases of non-
       residential real property and executory contracts, asset
       dispositions, financing of other transactions and the
       terms of a plan of reorganization for the Debtors;

   (h) assist and advise the Services Committee as to its
       communications, if any to the general creditor body
       regarding significant matters in the Chapter 11 cases;

   (i) represent the Services Committee at all hearing and other
       proceedings;

   (j) review, analyze, and advise the Services Committee with
       respect to all applications, orders, statements of
       operations, and schedules filed with the Court;

   (k) assist the Services Committee in preparing pleadings and
       applications as may be necessary in furtherance of its
       interests and objectives; and

   (l) perform other services as may be required and are deemed
       to be in the interests of the Services Committee in
       accordance with its powers and duties as set forth in the
       Bankruptcy Code.

Pepper Hamilton's services will be paid based on the firm's
customary hourly rates:

      Designation                               Hourly Rate
      -----------                               -----------
      Partners, Special Counsel, and Counsel    $385 - $575
      Associates                                $210 - $350
      Paraprofessionals                         $135 - $190

Mr. Stratton assures the Court that his firm "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight     
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  The Debtors' exclusive period to file a chapter
11 plan of reorganization expires on June 12, 2007.


SIX FLAGS: Posts $189.7MM Net Loss in Quarter Ended Dec. 31, 2006
-----------------------------------------------------------------
Six Flags Inc. released its results for the fourth quarter and
year ended Dec. 31, 2006.

The company's net loss for the fourth quarter was $189.7 million,
compared to the prior-year net loss of $139.0 million, reflecting
the $6.1 million reduction in loss from continuing operations,
offset by a $56.8 million increased loss from discontinued
operations.  The loss from discontinued operations primarily
reflects a non-cash loss related to the company's decision to sell
seven of its parks.  The non-cash loss resulted from the excess of
the company's carrying amount in the net assets over the expected
net sales proceeds, which reflects goodwill from previous business
combinations that was allocated to the seven parks.

For the year, the company's net loss was $305.6 million, compared
to the prior-year loss of $110.9 million, reflecting:

   1) $95.5 million in increased losses from discontinued
      operations;

   2) $56.5 million in increased cash operating costs due to
      increases in salaries, wages, and other expenses associated
      with increased staffing levels, maintenance, and other
      services undertaken to improve the guest experience;

   3) $11.1 million of reduced revenues from continuing
      operations, reflecting a decline in attendance, partially
      offset by substantial growth in per capita revenue; and

   4) $30.7 million in increased non-cash costs, $17.8 million in
      depreciation, amortization and fixed asset losses and
      $12.9 million in stock-based compensation costs, reflecting
      the company's adoption of Statement of Financial Accounting
      Standards No. 123 (R) "Share-Based Payment" at the beginning
      of 2006.
  
                       Cash and Liquidity
    
The company had $105 million outstanding on its $300 million
revolving credit facility, as of Dec. 31, 200.  No amounts drawn
on its $82.5 million multi-currency revolving facility and
$24.3 million in cash.

At Dec. 31, 2006, the company's balance sheet, showed total assets
of $3.19 billion, total liabilities of $2.81 billion and total
stockholders' equity of $376.14 million.
    
                        About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) is a
regional theme park company.  Founded in 1961, Six Flags is a
publicly traded corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Standard & Poor's Ratings Services said that its ratings,
including the 'B-' corporate credit rating, on Six Flags Inc.
remain on CreditWatch with negative implications, where they
were placed on Sept. 18, 2006.  The CreditWatch update followed
the company's announcement that it had reached an agreement to
sell seven of its parks for $312 million.    


SG MORTGAGE: Credit Deterioration Cues S&P to Lower Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-
12 issued by SG Mortgage Securities Trust 2006-FRE1.  The ratings
on this class and class M-11 remain on CreditWatch with negative
implications, where they were placed Nov. 15, 2006.  Additionally,
the ratings on the remaining classes from this transaction were
affirmed.
     
The lowered rating and continued CreditWatch negative placements
are due to recent deterioration of available credit support
provided by overcollateralization, excess interest, and
subordination to the respective classes.  The ratings on classes
M-11 and M-12 were initially placed on CreditWatch with negative
implications due to moderate delinquencies relative to the early
seasoning of the deal.
     
The deal began to incur losses during the January 2007
distribution period, and losses increased dramatically during the
latest period (March 2007).  To date, the deal has realized $2.94
million in losses (0.31% of the original principal balance), and
$2.64 million were incurred during the March 2007 period.  This
deal is nine months seasoned and is currently generating monthly
excess interest greater than $1 million, which covered the January
and February 2007 losses.  However, the sizable loss in March 2007
eroded O/C below its target, and delinquencies have not improved
since issuance.  Total delinquencies and serious delinquencies
(90-plus days, foreclosure, and REO) are 23.67% and 14.22% of the
current principal balance, respectively.  The transaction has paid
down to 73.29% of its original size.
     
The affirmations reflect sufficient credit support at the
respective rating levels as of the March 2007 remittance period.
The collateral initially consisted of subprime, fixed- and
adjustable-rate, first- and second-lien mortgage loans.
     
Standard & Poor's will continue to closely monitor the performance
of classes M-11 and M-12 from this transaction.  If the delinquent
loans cure to a point at which credit support projections are
equal to or greater than the original credit support percentages,
S&P will affirm the ratings and remove them from CreditWatch
negative.  Conversely, if delinquencies begin to translate into
substantial realized losses in the coming months and significantly
erode available credit enhancement, S&P will take further negative
rating actions on these classes.

        Rating Lowered and Remaining on Creditwatch Negative
   
               SG Mortgage Securities Trust 2006-FRE1
                        
                                    Rating
                                    ------
                  Class       To               From
                  -----       --               ----
                  M-12        B/Watch Neg      BB/Watch Neg


              Rating Remaining on Creditwatch Negative
      
               SG Mortgage Securities Trust 2006-FRE1

                       Class          Rating
                       -----          ------
                        M-11         BB+/Watch Neg

                
                           RATINGS AFFIRMED

                  SG Mortgage Securities Trust 2006-FRE1

               Class                           Rating
               -----                           ------
                A-1A, A-1B, A-2A, A-2B, A-2C     AAA
                M-1                              AA+
                M-2, M-3, M-4                    AA
                M-5                              A+
                M-6                              A
                M-7                              A-
                M-8                              BBB+
                M-9, M-10                        BBB-


STRUCTURED ASSET: S&P Cuts Class B Cert. Rating from CCC to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B
from Structured Asset Securities Corp.'s series 2004-S2 to 'D'
from 'CCC'.  In addition, the ratings on the remaining eight
classes from this series were affirmed.
     
The downgrade of class B to 'D' reflects the overall deterioration
of credit support and a $26,209 loss realized by class B during
the March 2007 remittance period.
     
Class B, originally rated 'BB', was supported by excess interest,
subordination, and overcollateralization.  Recent losses have
continually exceeded excess interest, depleting O/C to zero and
causing a principal write-down to class B.  Cumulative losses for
the deal total 2.19% ($15.1 million), while serious delinquencies
(90-plus day, foreclosure, and REO) total 8.24% ($5.1 million) of
the current pool balance (11.46%).
     
The collateral for series 2004-S2 consists of subprime fixed-rate,
second-lien loans on one- to four-family residential properties.

                           Rating Lowered

                   Structured Asset Securities Corp.
                     
                                          Rating
                                          ------
                    Series     Class   To      From
                    ------     -----   --      ----
                    2004-S2      B      D       CCC
    
                          Ratings Affirmed
    
                   Structured Asset Securities Corp.

                      Series     Class     Rating
                      ------     ------    ------
                       2004-S2    A-SIO     AAA
                       2004-S2    M-1       AA
                       2004-S2    M-2       AA-
                       2004-S2    M-3       A
                       2004-S2    M-4       A-
                       2004-S2    M-5       BBB+
                       2004-S2    M-6       BBB
                       2004-S2    M-7       BBB-


TECO ENERGY: Moody's Lifts Rating on Senior Unsecured Debt to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of TECO Energy,
Inc., including its senior unsecured debt rating, to Ba1 from Ba2.  
TECO's ratings remain on review for possible further upgrade.  The
Corporate Family Rating and Probability-of-Default Rating for TECO
have been withdrawn.  In addition, Moody's affirmed the ratings of
Tampa Electric Company.

Ratings upgraded and remaining on review for possible upgrade
include:

TECO Energy

   * senior unsecured debt, to Ba1 from Ba2.

Ratings affirmed include:

Tampa Electric

   * Baa2 senior unsecured debt and Issuer Rating.

Concurrently, Moody's has withdrawn the following ratings for
TECO:

   * Corporate Family Rating;
   * Probability-of-Default Rating;
   * Speculative Grade Liquidity rating.

In addition, all of TECO and Tampa Electric's Loss-Given-Default
(LGD) assessments have been withdrawn.

The upgrade of TECO Energy's ratings reflects reduced business
risk, lower cash flow volatility, and stronger financial metrics
exhibited following the company's exit from merchant generation
activities.  As a result, TECO management has utilized improved
and more predictable cash flow over the last year to reduce
leverage at the parent company level, much of which was incurred
to finance previous diversification activities.  TECO expects to
redeem $300 million of holding company debt maturing on May 1,
2007 from cash on hand.

"TECO has announced plans to accelerate the retirement of an
additional $500 million of parent company debt in 2007 and 2008
with the proceeds from the sale of TECO Transport and through cash
generation, which should continue to improve financial coverage
ratios" said Michael G. Haggarty, Vice President and Senior Credit
Officer.  As a result, consolidated financial results are expected
to be near or at investment grade levels in 2007 for a utility
holding company with an overall risk category in the medium range,
in accordance with Moody's Rating Methodology for Global Regulated
Electric Utilities.

The upgrade also considers Moody's expectation that TECO will
derive an increasing proportion of its cash flow from its
regulated utility operations, particularly following the
expiration of synfuel tax credits at the end of 2007.  This
justifies a narrower notching between the ratings of TECO and its
major regulated subsidiary, Tampa Electric.  In addition, lower
synfuel related cash flow volatility and the company's hedge of
its 2007 synfuel cash benefits should permit it to generate
relatively stable cash flows over the next several years.  Much of
this internal cash flow generation will be utilized to support
growing capital expenditure needs at Tampa Electric.

The ratings of TECO Energy remain on review for possible upgrade
due to the potential sale of TECO Transport, TECO's shipping and
barge subsidiary, which could occur later this year.

"The sale of TECO Transport will continue to lower the business
risk of the consolidated TECO Energy enterprise, facilitate the
reduction of debt at the parent company level, and could result in
an upgrade of TECO's senior unsecured rating to investment grade",
said Haggarty.

The review will focus on the progress and timing of the transport
sale, the amount of net proceeds, the magnitude of projected
additional debt retirements in 2007 and 2008, and TECO's long-term
financing plans to meet growing capital expenditure needs for
environmental compliance and generation expansion at Tampa
Electric.

The affirmation of Tampa Electric's ratings reflects the stronger
coverage metrics exhibited in 2006 after fuel cost deferrals
weakened credit metrics in 2005 and financial measures that are
consistent with a mid-to-high Baa rating in accordance with
Moody's rating methodology for global regulated electric
utilities.  These include a ratio of cash from operations prior to
changes in working capital plus interest to interest of 4.4x and a
ratio of cash from operations prior to changes in working capital
to debt of 23% for the twelve months ending December 31, 2006,
which are expected to remain in this range going forward.

Tampa Electric's ratings are constrained by much higher capital
spending needs over the next several years, peaking at over $1
billion in 2010; higher anticipated debt issuances at the utility;
a reliance on equity contributions from the parent to maintain its
capital structure over this time period; and higher operating
expenses in recent years.

TECO Energy, Inc. is a diversified energy company headquartered in
Tampa, Florida and the parent company of Tampa Electric Company.


TRANS ENERGY: Malone & Bailey Raises Going Concern Doubt
--------------------------------------------------------
Malone & Bailey PC, in Houston, expressed substantial doubt about
Trans Energy Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
significant losses from operations, accumulated deficit of
$33,026,735, and working capital deficit of $2,610,953 at
Dec. 31, 2006.

Trans Energy Inc. reported a net loss of $2,948,528 on revenues of
$1,420,802 for the year ended Dec. 31, 2006, compared with a net
loss of $1,050,119 on revenues of $1,526,728 for the year ended
Dec. 31, 2005.

Operating loss was $1,685,316 for 2006 compared to operating
loss of $951,813 in 2005.  Total operating expenses increased 25%
in 2006 primarily due to the 141% increase in selling, general and
administrative expenses.  These increases were offset by a 40%
decrease in production costs for the period.  The increase in
selling, general and administrative expenses was primarily due to
the recording of $1,686,450 in expense for the value of common
stock issued to employees and consultants.   

The increase in net loss in 2006 is primarily attributed to the  
increase in general and administrative expenses and the $1,541,142
loss from disposal of the discontinued operations of Arvilla  
Oilfield Services LLC, the company's well servicing and  
maintenance business, which was sold on Jan. 3, 2006.

At Dec. 31, 2006, the company's balance sheet showed $6,251,409 in
total assets, $5,541,013 in total liabilities, and $710,396 in
total stockholders' equity.  

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $1,076,187 in total current assets available to pay
$3,687,140 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1d95

Trans Energy Inc. (OTC BB: TENG.OB) -- http://www.transenergy.com/  
-- has been in the business of production, transportation,
transmission, sales and marketing of oil and natural gas in the
Appalachian and Powder River basins since 1993.  With interests in
West Virginia, Ohio, Pennsylvania, Virginia, Kentucky, New York,
and Wyoming; Trans Energy and its subsidiaries own and operate oil
and gas wells, gas transmission lines, transportation systems and
well construction equipment and services.


TRIBUNE CO: Proposed $10.1BB Loan Prompts S&P's 'BB-' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Chicago, Illinois-based Tribune Co.'s proposed
approximate $10.1 billion bank facility.  The loan was rated 'BB-'
with a recovery rating of '2', indicating the expectation for
substantial (80%-100%) recovery of principal in the event of a
payment default.  Concurrently, the 'BB-' loan rating was placed
on CreditWatch with negative implications in accordance with the
corporate credit rating on the company.
     
The 'BB-' corporate credit rating on Tribune remains on
CreditWatch with negative implications as the company completes a
leveraged buyout transaction valued at just less than
$14.5 billion (incorporating the assumption or repayment of
approximately $5.7 billion of debt, which includes the principal
amount of Tribune's PHONES).  Furthermore, based on our analysis
of the proposed capital structure, S&P have determined that if
shareholders approve the transaction as outlined, S&P would lower
the corporate credit rating to 'B' with a stable outlook.  Under
these circumstances, the bank loan rating would also be lowered to
'B'.
     
The rating on Tribune's existing unsecured notes are currently
rated 'BB-'.  Upon the close of the proposed bank transaction,
Standard & Poor's will lower the rating on these unsecured notes
to 'B' from 'BB-'.  This rating will remain on CreditWatch with
negative implications and will be lowered further to 'CCC+' if
shareholder approval for the LBO is obtained.  While these notes
will benefit from the same security package as the proposed bank
facility due to negative pledge covenants in existing bond
indentures, they will not benefit from upstream guarantees from
the company's operating subsidiaries as is the case with the bank
facility, which will benefit from a senior guarantee.  Also, given
the amount of priority debt ahead of these notes, S&P will assign
them a recovery rating of '5' upon the close of the proposed bank
transaction, indicating the expectation for negligible (0%-25%)
recovery of principal in the event of a payment default.
     
Tribune will be taken private through a newly formed employee
stock ownership plan and a $315 million investment by Sam Zell.  
This going private transaction is expected to occur in two steps.
     
Upon completion of the merger, Zell's initial $250 million
investment will be redeemed and he will make a new investment of
$315 million through the purchase of a $225 million 11-year
subordinated note and a 15-year warrant, for a purchase price of
$90 million.  The warrant will entitle him to acquire 40% of the
common stock on a fully diluted basis for an aggregate exercise
price of initially $500 million, which will increase by
$10 million per year in the first 10 years, for a maximum exercise
price of $600 million.  Upon completion of the transactions, the
ESOP will own 100% of Tribune's common stock, which is subject to
dilution upon the exercise of Zell's warrant.  In addition, the
company has announced that it will begin a process to sell the
Chicago Cubs and the company's 25% interest in Comcast SportsNet
Chicago, with completion expected in the fourth quarter of 2007;
proceeds will be used to repay debt.  The successful completion of
these sales is factored into our rating conclusions.
      
"The CreditWatch resolution would occur once shareholders have
approved the LBO transaction as outlined, and the corporate credit
rating would be lowered to 'B' from 'BB-'" noted Standard & Poor's
credit analyst Peggy Hebard.  "The rating outlook would be
stable."
     
The expected 'B' rating would reflect the company's highly
leveraged capital structure, weakened credit measures, and reduced
cash flow-generating capability as a result of its LBO and
associated heavy interest burden.  The rating would also
underscore Tribune's exposure to the very challenging revenue
climates and competitive market conditions affecting its newspaper
and broadcasting operations, and its aggressive financial policy.  
Tribune's near-term credit profile will be largely dictated by the
company's sizable financial leverage, with liquidity a key factor
in Standard & Poor's rating surveillance.  Nonetheless, credit
quality is supported by a satisfactory business risk profile,
reflecting Tribune's leading and diversified mix of newspaper and
broadcasting properties.


TRW AUTOMOTIVE: Completes Cash Tender Offers of Outstanding Notes
-----------------------------------------------------------------
TRW Automotive Holdings Corp., through its subsidiary TRW
Automotive Inc., disclosed the expiration of its cash tender
offers for its outstanding $825 million 9-3/8% Senior Notes due
2013, EUR130 million 10-1/8% Senior Notes due 2013, $195 million
11% Senior Subordinated Notes due 2013 and EUR81 million 11-3/4%
Senior Subordinated Notes due 2013.  The tender offers expired at
midnight, New York City time, on April 18, 2007.
    
The settlement for Notes validly tendered and accepted for payment
between the Consent Date of March 23, 2007 and the Expiration Date
occurred on April 19, 2007, and was funded with cash on hand.
Through the tender offers, the company repurchased a total of
$825,218,850 or 99.98% of the aggregate principal amount of the 9-
3/8% Senior Notes, EUR121,123,000 or 93.17% of the aggregate
principal amount of the 10-1/8% Senior Notes, $192,909,000 or
98.93% of the aggregate principal amount of the 11% Senior
Subordinated Notes, and Euro 79,028,000 or 97.27% of the aggregate
principal amount of the 11-3/4% Senior Subordinated Notes.
   
As a result of the Note tender transaction, the company expects to
incur related premiums and expenses of $147 million in the
first quarter of 2007.
  
                       About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, it employs approximately
63,800 people in 26 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services.

                          *     *     *

Fitch assigned a 'BB' on TRW Automotive Holdings Corp.'s LT Issuer
Default rating and 'BB-' on its Unsecured Debt rating.  The
outlook is Stable.


VCAMPUS CORPORATION: Reznick Group Expresses Going Concern Doubt
----------------------------------------------------------------
Reznick Group PC cited matters that raise substantial doubt about
VCampus Corporation's ability to continue as a going concern after
auditing the company's financial statements at Dec. 31, 2005 and
2006.  The auditing firm pointed to the company's significant
operating losses and negative cash flows from operations.

For the years ended Dec. 31, 2006, and 2005, the company had net
losses of $6.6 million and $5.9 million, respectively.  Net
revenues for 2006 and 2005 were $4.9 million and $4.6 million,
respectively.  

The company's balance sheet as of Dec. 31, 2006, reflected total
assets of $5.5 million, total liabilities of $2.8 million, and
total stockholders' equity of $2.7 million.

At Dec. 31, 2006, the company had $539,105 in cash and cash
equivalents, as compared with $2.5 million at Dec. 31, 2005.  The
decrease in cash and cash equivalents during 2006 is principally
due to the net loss recorded and the Prosoft acquisition,
partially offset by the net proceeds from the $2.3 million equity
and $3 million convertible debt private placements completed in
March 2006 and September 2006, respectively, and a large customer
prepayment in May 2006.  Since inception, the company financed its
operating cash flow needs primarily through offerings of equity
and debt securities and, to a lesser extent, borrowings.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d8b

                          About VCampus

VCampus Corporation (OTC BB: VCMP) -- http://www2.vcampus.com/--  
provides comprehensive, outsourced e-Learning services.  It
develops courseware and manage and host Internet-based learning
environments that help professional credentialing and
certification organizations, corporations, government agencies and
associations unlock the value of their traditional branded course
content.  Its services cover a broad range of e-Learning programs,
from registration, enrollment and course delivery to custom course
development, e-commerce and publishing, as well as tracking of
students' progress, reporting of results and production of
certificates of completion.


WILBRAHAM CBO: S&P Downgrades Rating on Class C Notes to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1 and A-2 notes issued by Wilbraham CBO Ltd., an arbitrage
corporate high-yield CBO transaction managed by Babson Capital
Management LLC, and removed them from CreditWatch, where
they were placed with positive implications on Feb. 23, 2007.  
Concurrently, the rating on class C was lowered to 'D' from 'CC'.  
At the same time, the ratings assigned to the class B-1 and B-2
notes were affirmed.
     
The raised ratings reflect factors that have positively affected
the credit enhancement available to support the notes since they
were downgraded in September 2004.  Since that time, the
transaction has paid down approximately $86.713 million to the
class A-1 notes.
     
The downgrade of the class C notes to 'D' reflects Standard &
Poor's expectation that the overall credit enhancement available
to support the class C notes will not be sufficient to pay back
principal at maturity.
     
Standard & Poor's will continue to review the results of current
cash flow runs generated for Wilbraham CBO Ltd. 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 currently
assigned to the notes remain consistent with the amount of credit
enhancement available.

      Ratings Raised and Removed From Creditwatch Positive

                       Wilbraham CBO Ltd.
             
                        Rating
                        ------
             Class   To      From            Balance
             -----   --      ----            -------
              A-1    AAA     BBB+/Watch Pos  $54,402,000
              A-2    BB+     B/Watch Pos     $19,000,000
   
                           
                          Rating Lowered

                         Wilbraham CBO Ltd.
             
                           Rating
                           ------
                 Class    To     From     Balance
                 -----    --     ----     -------
                   C      D       CC      $37,419,000

                         
                        Ratings Affirmed

                       Wilbraham CBO Ltd.

                 Class     Rating     Balance
                 -----     ------     -------
                  B-1        CC       $9,792,000
                  B-2        CC       $30,347,000
   
   
      Tranche                    Initial   Prior      Current
      Information                Report    Action     Action
      -----------                -------   ------     -------
      Date (MM/YYYY)             08/2000   09/2004    04/2007
      Class A OC ratio (%)       133.2     122.2      125.3
      Class A OC ratio min. (%)  120.0     120.0      120.0
      Class B OC ratio (%)       120.4     101.6      81.0
      Class B OC ratio min. (%)  113.0     113.0      113.0
      Class C OC ratio (%)       113.0     89.07      60.92
      Class C OC ratio min. (%)  106.5     106.5      106.5
       

                     *OC-Overcollateralization.


* 13 Proskauer Rose Attorneys Named as Rising Stars in Mass.
------------------------------------------------------------
Thirteen attorneys from Proskauer Rose LLP have been named in
Super Lawyers - Rising Stars Edition, an annual guide to up-and-
coming attorneys practicing in the state.

Massachusetts attorneys are selected for the list based on
nominations by their peers and independent research by the editors
of Law & Politics magazine.  To be considered for Rising Stars, a
lawyer must be 40 or under or practicing for 10 years or less. T
his year's list will appear as a special advertising section in
the May issue of Boston magazine.  Only 2.5% of attorneys in
Massachusetts are named to Super Lawyers Rising Stars.

"We are proud to have so many of our young lawyers named to this
list," said Steven M. Bauer, head of Proskauer's Boston office.  
"It's a true testament to their abilities and to our ability as a
firm to recruit and develop the area's best talent."

Since opening in 2004, Proskauer's Boston office has rapidly
expanded its numbers and capabilities and has been named the
fastest-growing law firm in the area by Boston Business Journal in
2006 and 2007.  The office is home to one of the world's top
private equity and finance practices and also boasts locally-based
top-tier intellectual property, corporate finance, litigation,
labor and employment, corporate governance, and transactional
practices.

Proskauer's attorneys named in this year's Massachusetts Super
Lawyers - Rising Stars Edition are:

Corporate

    * Howard Beber
    * Stephen Boyko
    * Sarah Cherry
    * Gary Creem
    * Sean Hill
    * David Jones
    * Stephanie Jones
    * Gustavo Resendiz
    * Sascha Rosebush
    * Alexander Temel
    * Michael Whamond

Tax

    * Scott Jones
    * Jamiel Poindexter

                       About Proskauer Rose

Proskauer Rose -- http://www.proskauer.com/-- founded in 1875, is  
one of the nation's largest law firms, providing a wide variety of
legal services to clients throughout the United States and around
the world from offices in New York, Los Angeles, Washington, D.C.,
Boston, Boca Raton, Newark, New Orleans and Paris.  The firm has
wide experience in all areas of practice important to businesses
and individuals, including corporate finance, mergers and
acquisitions, general commercial litigation, private equity and
fund formation, patent and intellectual property litigation and
prosecution, labor and employment law, real estate transactions,
internal corporate investigations, white collar criminal defense,
bankruptcy and reorganizations, trusts and estates, and taxation.
Its clients span industries including chemicals, entertainment,
financial services, health care, hospitality, information
technology, insurance, Internet, manufacturing, media and
communications, pharmaceuticals, real estate investment, sports,
and transportation.


* BOND PRICING: For the Week of April 16 - April 20, 2007
----------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Allegiance Tel                       11.750%  02/15/08    50
Allegiance Tel                       12.875%  05/15/08    50
Amer & Forgn Pwr                      5.000%  03/01/30    68
Antigenics                            5.250%  02/01/25    68
Anvil Knitwear                       10.875%  03/15/07    72
Atherogenics Inc                      1.500%  02/01/12    51
Autocam Corp.                        10.875%  06/15/14    70
Bank New England                      8.750%  04/01/99     8
Bank New England                      9.500%  02/15/96    13
Bank New England                      9.875%  09/15/99     8
Borden Inc                            7.875   02/15/23    75
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    56
Calpine Corp                          4.000%  12/26/06    70
Chic East Ill RR                      5.000%  01/01/54    71
CHS Electronics                       9.875%  04/15/05     1
Collins & Aikman                     10.750%  12/31/11     3
Comcast Holdings                      2.000%  10/15/29    42
Dairy Mart Store                     10.250%  03/15/04     0
Dana Corp                             5.850%  01/15/15    74
Dana Corp                             9.000%  08/15/11    73
Decode Genetics                       3.500%  04/15/11    71
Delco Remy Intl                       9.375%  04/15/12    29
Delco Remy Intl                      11.000%  05/01/09    29
Delta Air Lines                       2.875%  02/18/24    54
Delta Air Lines                       7.700%  12/15/05    54
Delta Air Lines                       7.900%  12/15/09    57
Delta Air Lines                       8.000%  06/03/23    55
Delta Air Lines                       8.300%  12/15/29    57
Delta Air Lines                       9.000%  05/15/16    57
Delta Air Lines                       9.250%  03/15/22    53
Delta Air Lines                       9.250%  12/27/07    61
Delta Air Lines                       9.750%  05/15/21    56
Delta Air Lines                      10.000%  08/15/08    56
Delta Air Lines                      10.000%  12/05/14    58
Delta Air Lines                      10.125%  05/15/10    56
Delta Air Lines                      10.375%  02/01/11    56
Delta Air Lines                      10.375%  12/15/22    54
Delta Mills Inc                       9.625%  09/01/07    16
Deutsche Bank NY                      8.500%  11/15/16    73
Diamond Triumph                       9.250%  04/01/08    55
Diva Systems                         12.625%  03/01/08     0
Dura Operating                        8.625%  04/15/12    27
Dura Operating                        9.000%  05/01/09     4
Encysive Pharmacy                     2.500%  03/15/12    68
Exodus Comm Inc                       4.750%  07/15/08     0
Fedders North AM                      9.875%  03/01/14    54
Federal-Mogul Co.                     8.160%  03/06/03    75
Finova Group                          7.500%  11/15/09    28
Ford Motor Co                         6.625%  02/15/28    72
Ford Motor Co                         7.125%  11/15/25    74
Ford Motor Co                         7.400%  11/01/46    73
Ford Motor Co                         7.700%  05/15/97    74
Ford Motor Co                         7.750%  06/15/43    74
GB Property Fndg                     11.000%  09/29/05    57
Global Health Sc                     11.000%  05/01/08     8
Gulf States Stl                      13.500%  04/15/03     0
Home Prod Intl                        9.625%  05/15/08    26
Insight Health                        9.875%  11/01/11    30
Iridium LLC/CAP                      10.875%  07/15/05    21
Iridium LLC/CAP                      11.250%  07/15/05    19
Iridium LLC/CAP                      13.000%  07/15/05    21
Iridium LLC/CAP                      14.000%  07/15/05    21
Kaiser Aluminum                       9.875%  02/15/02    22
Kaiser Aluminum                      12.750%  02/01/03     3
Kellstrom Inds                        5.500%  06/15/03     4
Kellstrom Inds                        5.750%  10/15/02     0
Keystone Cons                         9.625   08/01/07    42
Kmart Corp                            8.990%  07/05/10    10
Kmart Corp                            9.350%  01/02/20    12
Kmart Corp                            9.780%  01/05/20    27
Liberty Media                         3.750%  02/15/30    63
Liberty Media                         4.000%  11/15/29    67
LTV Corp                              8.200%  09/15/07     0
New Orl Grt N RR                      5.000%  07/01/32    71
Northern Pacific RY                   3.000%  01/01/47    56
Northern Pacific RY                   3.000%  01/01/47    56
Northwest Airlines                    8.970%  01/02/15    25
Northwest Airlines                    9.179%  04/01/10    31
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    73
Nutritional Src                      10.125%  08/01/09    63
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     1
Oscient Pharm                         3.500%  04/15/11    74
Outboard Marine                       9.125%  04/15/17     1
Pac-West Telecom                     13.500%  02/01/09    32
Pac-West Telecom                     13.500%  02/01/09    30
PCA LLC/PCA FIN                      11.875%  08/01/09     3
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                     9.750%  12/01/06     8
Phar-Mor Inc                         11.720   09/11/02     3
Piedmont Aviat                       10.250%  01/15/49     0
Pixelworks Inc                        1.750%  05/15/24    75
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    52
Primus Telecom                        8.000%  01/15/14    66
PSINET Inc                           11.500%  11/01/08     0
Radnor Holdings                      11.000%  03/15/10     1
Railworks Corp                       11.500%  04/15/09     1
RJ Tower Corp.                       12.000%  06/01/13     7
Spacehab Inc                          5.500%  10/15/10    68
Tech Olympic                          7.500%  03/15/11    73
Tech Olympic                          7.500%  01/15/15    70
Tech Olympic                         10.375%  07/01/12    74
Tribune Co                            2.000%  05/15/29    67
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      8.700%  10/07/08    42
United Air Lines                      9.200%  03/22/08    53
United Air Lines                      9.210%  01/21/17    11
United Air Lines                      9.350%  04/07/16    41
United Air Lines                     10.110%  02/19/49    53
United Air Lines                     10.850%  02/19/15    53
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.680%  06/27/08     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     7
Vesta Insurance Group                 8.750%  07/15/25     4
Werner Holdings                      10.000%  11/15/07     7
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    74
Wheeling-Pitt St                      6.000%  08/01/10    74

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Nikki Frances S. Fonacier, Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***