TCR_Public/070503.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 3, 2007, Vol. 11, No. 104

                             Headlines

2100 HIGHWAY 35: Case Summary & 73 Largest Unsecured Creditors
ACCELLENT INC: Subpar Performance Cues S&P to Lower Ratings to B
ADVANCED MICRO: Completes $2.2 Billion of 6% Senior Notes Offering
AIRPLANES PASS-THROUGH: S&P Assigns BB+ Rating on Class A-9 Notes
ALLIED HOLDINGS: Wants to Enter Into Toyota Carriage Agreement

ALLIED HOLDINGS: Files Supplement to Joint Plan Of Reorganization
AMERICAN NATURAL: Fails to File December 2006 Financial Statements
AMSCAN HOLDINGS: Gets Refinancing Commitments from Three Lenders
AMSCAN HOLDINGS: Moody's Rates $425 Million Term Loan at B1
AMSCAN HOLDINGS: S&P Rates Proposed $150MM Credit Facility at BB-

ARR-MAZ CUSTOM: Moody's Junks Rating on $66 Million Term Loan
ASARCO LLC: Seeks November 15 Lease Decision Period Extension
ASARCO LLC: Can Assume & Renew 2007 Insurance Program with AIG
BEAR STEARNS: Fitch Holds Low-B Ratings on 5 Certificate Classes
BLOCKBUSTER INC: Posts $46.4 Mil. Net Loss in Qtr. Ended April 1

BOISE CASCADE: S&P Rates Proposed $450 Mil. Credit Facility at BB
CABLEVISION SYSTEMS: Accepts Dolan Family's Privatization Bid
CABLEVISION SYSTEMS: Rainbow Media Sells Units to Comcast Corp.
CENTEX CORP: Earns $268 Million in Fiscal Year Ended March 31
CLARKE AMERICAN: Parent Completes Harland Buyout for $1.7 Billion

COMMUNITY HEALTH: Earns $54.3 Million in Quarter Ended March 31
CORPORATE BACKED: S&P Lifts Ratings on $27MM Certs. to B from D
CREDIT SUISSE: S&P Puts B- Ratings of 3 Certs. on Negative Watch
DELUXE CORPORATION: Moody's Rates $200 Million Senior Notes at Ba2
DORAL FIN'L: Liquidity Needs in 2007 Cue PwC's Going Concern Doubt

DRIVETIME AUTOMOTIVE: Solid Earnings Cue S&P to Lift Ratings to B+
EAST LANE: A.M. Best Places BB- Rating on $115 Million Notes
EDISON MISSION: Moody's Holds Corporate Family Rating at Ba3
EDISON INT'L: Reports Results on Cash Offering & Solicitation
EPICOR SOFTWARE: Plans to Offer $200MM of Convertible Senior Notes

EURAMAX INT'L: Weak Performance Cues S&P's Negative Outlook
FEDERAL-MOGUL: Creditors Vote to Accept Fourth Amended Plan
FRENCH LOOK: Voluntary Chapter 11 Case Summary
FLAGSHIP CLO: S&P Withdraws BB Rating on Class E Notes
GINN-LA CS: Cash Flow Deficit Cues S&P to Junk Loan Rating

GMAC COMMERCIAL: Fitch Holds Low-B Ratings on 3 Class Certificates
GMAC LLC: Posts Net Loss of $305 Million in Qtr Ended March 31
GOLDEN NUGGET: Commences Offer to Buy $155MM of Senior Sec. Notes
GOLDSPRING INC: Jewett Schwartz Raises Going Concern Doubt
GRANITE BROADCASTING: Court Approves Ernst & Young as Auditors

GREAT NORTHWEST: Operating Risks Spur S&P's BB- Credit Rating
GSAMP TRUST: Moody's Downgrades Ratings on Three Certificates
INFE HUMAN: Losses Prompt Miller Ellin's Going Concern Doubt
JP MORGAN: Credit Enhancement Cues S&P to Affirm Low-B Ratings
LATTICE INCORPORATED: Peter Cosmas Expresses Going Concern Doubt

LORUS THERAPEUTICS: Inks Pact for $7.8 Million Recapitalization
MADISON RIVER: $830MM Purchase Deal Cues S&P to Withdraw Ratings
MAGELLAN HEALTH: Earns $21 Million in Quarter Ended March 31
MARYLAND ECONOMIC: Moody's Holds Ba2 Rating and Negative Outlook
MUELLER WATER: Commences Offers to Buy Back All Outstanding Notes

NEW CENTURY: Court Extends Schedules Filing Date Until May 31
NEW CENTURY: More Parties File Responses to $150MM DIP Financing
NORBORD INC: Moody's Downgrades Senior Unsecured Ratings to Ba1
PAC-WEST TELECOMM: Files Voluntary Chap. 11 Protection in Delaware
PACIFIC LUMBER: May Continue Using Cash Collateral Until May 11

PACIFIC LUMBER: Asks Court to Establish July 17 Claims Bar Date
POINCIANA DEVELOPMENT: Voluntary Chapter 11 Case Summary
PORTRAIT CORP: To Sell Assets to CPI for $100 Million
PRINTZ ENTERPRISES: Case Summary & 23 Largest Unsecured Creditors
RAG SHOP: Case Summary & 20 Largest Unsecured Creditors

RATHGIBSON INC: $440 Mil. DLJ Merchant Deal Cues S&P's Neg. Watch
REAL ESTATE ASSOCIATES: Ernst & Young Raises Going Concern Doubt
REED OF MEMPHIS: Voluntary Chapter 11 Case Summary
RESMAE MORTGAGE: Can Reject Advertising Pacts & Equipment Leases
RESMAE MORTGAGE: Can Walk Away from Walnut Creek Property Lease

RIVERDEEP INTERACTIVE: S&P Lowers Bank Loan Rating from B to B-
ROYAL CARIBBEAN: Earns $8.8 Million in Quarter Ended March 31
SALTON INC: Leonhard Dreimann Resigns as Chief Executive Officer
SIERRA HEALTH: Posts $1.2 Million Net Loss in Qtr Ended March 31
SIRIUS SATELLITE: Posts $144.7 Mil. Net Loss in Qtr Ended March 31

SMARTIRE SYSTEMS: Inks Deal Selling $1.5MM Notes to Cornell's Unit
SMURFIT-STONE: Fitch Holds Low-B Ratings with Negative Outlook
SOLUTIA INC: Completes Purchase of Akzo Nobel's 50% Felxsys Stake
SOLUTIA INC: Judge Beatty Rules Bonds Doesn't Have Lien on Assets
STINGER SYSTEMS: Killman Murrell Raises Going Concern Doubt

TENASKA ALABAMA: Stable Cash Flow Cues S&P's Stable Outlook
THISTLE MINING: Financial Restructuring Cues Filing Delay
TOWER AUTOMOTIVE: Treatment of Claims Under Chapter 11 Plan
TOWER AUTOMOTIVE: Disclosure Statement Hearing Set for June 5
UAL CORP: Fitch Affirms Issuer Default Rating at B-

UNITED REFINING: Mulls Launching $100MM of 10-1/2% Notes Offering
UNITED REFINING: Moody's Rates Proposed $100MM Senior Notes at B3
UNITED REFINING: Improved Liquidity Cues S&P to Lift Ratings to B
UNIVERSAL HOSPITAL: Commences $260MM Cash Offering of 10.13% Notes
VONAGE HOLDINGS: Wants Verizon Patent Case Returned to Lower Court

* Hunton & Williams Hires Brent Fewell to Reinforce Water Practice

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

                             *********

2100 HIGHWAY 35: Case Summary & 73 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: 2100 Highway 35, L.L.C.
             c/o Capital Management
             167 Monmouth Road
             Oakhurst, NJ 07755

Bankruptcy Case No.: 07-16048

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      1631 Highway 35, L.L.C.                    07-16041
      167 Monmouth Road, L.L.C.                  07-16045
      230 Broadway, L.L.C.                       07-16049
      264 Highway 35, L.L.C.                     07-16052
      374 Monmouth Road, L.L.C.                  07-16053
      55 North Gilbert, L.L.C.                   07-16054
      601 Main Street, L.L.C.                    07-16055
      6201 Route 9, L.L.C.                       07-16057
      Aberdeen Gas, L.L.C.                       07-16058
      Bath Avenue Holdings, L.L.C.               07-16060
      Belmar Gas, L.L.C.                         07-16061
      Berkeley Heights Gas, L.L.C.               07-16062
      Brick Gas, L.L.C.                          07-16064
      Dover Estates, L.L.C.                      07-16065
      Dwek Gas, L.L.C.                           07-16066
      Dwek Hopatchung, L.L.C.                    07-16067
      Dwek Income, L.L.C.                        07-16068
      Dwek Ohio, L.L.C.                          07-16069
      Dwek Pennsylvania, L.P.                    07-16071
      Dwek Wall, L.L.C.                          07-16072
      Dwek Woodbridge, L.L.C.                    07-16073
      Kadosh, L.L.C.                             07-16074
      Lacey Land, L.L.C.                         07-16075
      Monmouth Plaza, L.L.C.                     07-16076
      P&Y Holdings, L.L.C.                       07-16077
      Sugar Maple Estates, L.L.C.                07-16078
      West Bangs Avenue, L.L.C.                  07-16079
      Beach Mart, L.L.C.                         07-16104

Debtor-affiliates filing separate chapter 11 petitions on
February 28, 2007:

      Entity                            Case No.
      ------                            --------
      Dwek Trenton Gas, LLC             07-12794
      Neptune Gas, LLC                  07-12796
      Route 33 Medical, LLC             07-12798
      1111 Eleventh Avenue              07-12799
      Dwek North Olden, LLC             07-12800
      Dwek State College, LLC           07-12802

Type of Business: The Debtors are properties of real estate
                  developer Solomon Dwek.  Mr. Dwek was accused of
                  defrauding P.N.C. Bank by depositing a bad
                  $25-million check on April 24, 2006 and then
                  transferring out most of the money the next day.

                  An involuntary chapter 7 petition was filed
                  against Mr. Dwek on Feb. 9, 2007 with the U.S.
                  Bankruptcy Court for the District of New Jersey.
                  On Feb. 22, 2007, the Court converted the case
                  to a chapter 11 reorganization under supervision
                  of a trustee.

Chapter 11 Petition Date: May 5, 2007

Court: District of New Jersey (Trenton)

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, L.L.C.
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484

                                     Total Assets   Total Debts
                                     ------------   -----------
2100 Highway 35, L.L.C.                $3,364,561   $20,126,806
1631 Highway 35, L.L.C.                  $969,824      $235,379
167 Monmouth Road, L.L.C.              $2,010,780      $782,872
230 Broadway, L.L.C.                   $1,024,775    $5,411,444
264 Highway 35, L.L.C.                   $804,745      $422,973
374 Monmouth Road, L.L.C.                $756,984    $5,115,620
55 North Gilbert, L.L.C.               $5,100,907    $3,618,102
601 Main Street, L.L.C.                $2,486,713    $5,000,000
6201 Route 9, L.L.C.                   $1,500,048    $1,136,975
Aberdeen Gas, L.L.C.                     $300,100           $75
Bath Avenue Holdings, L.L.C.             $427,386    $5,002,253
Belmar Gas, L.L.C.                       $902,777    $7,000,000
Berkeley Heights Gas, L.L.C.           $3,765,774    $9,590,389
Brick Gas, L.L.C.                        $569,110            $0
Dover Estates, L.L.C.                  $5,000,000    $2,078,935
Dwek Gas, L.L.C.                       $3,909,148    $3,000,000
Dwek Hopatchung, L.L.C.                  $901,509      $645,506
Dwek Income, L.L.C.                    $8,491,631   $12,071,262
Dwek Ohio, L.L.C.                        $630,065      $504,185
Dwek Pennsylvania, L.P.                $1,505,779    $1,142,160
Dwek Wall, L.L.C.                      $4,283,804    $2,213,029
Dwek Woodbridge, L.L.C.                $4,995,979    $2,863,687
Kadosh, L.L.C.                           $900,121      $750,395
Lacey Land, L.L.C.                       $850,027      $290,075
Monmouth Plaza, L.L.C.                   $752,829      $399,380
P&Y Holdings, L.L.C.                     $637,630      $338,640
Sugar Maple Estates, L.L.C.            $7,520,388    $5,472,159
West Bangs Avenue, L.L.C.                $500,536      $248,343
Beach Mart, L.L.C.                       $855,318    $5,468,135


A. 2100 Highway 35, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Barry Kantrowitz                 February, March         $8,750
167 Monmouth Road                & April due at
Oakhurst, NJ 07755               $2,917 per month

B. 1631 Highway 35, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Michael Gilman                   commissions             $7,177
708 Highway 35
Neptune, NJ 07753

                                 management fees         $2,420

Ocean Dinettes                   lease of premises      unknown
1631 Highway 35                  at 1631 Highway 35
Neptune, NJ 07753

C. 167 Monmouth Road, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
J.C.P.&L.                        utilities              unknown
P.O. Box 3687
Akron, OH 44309-3687

N.J.N.G.                                                unknown
P.O. Box 1378
Belmar, NJ 07715-0001

D. 230 Broadway, LLC's Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Gilman Commercial Realty,        property                $2,160
L.L.C.                           management fees
708 Highway 35                   -- 3 months at
Neptune, NJ 07753                $648

Baris Alkoc Hens, Inc.           lease deposit          unknown
230 Broadway
Unit 3
Long Branch, NJ 07740

Barry Associates, L.L.C.         commissions            unknown
1907 Highway 35
Oakhurst, NJ 07740

Brigitte Lee                     lease deposit          unknown

Crown Fried Chicken              lease deposit          unknown

Fredy Morales & Howard Canty     lease deposit          unknown

Gina Aponte                      lease deposit          unknown

Jose Taveras                     lease deposit on       unknown
                                 Grocery Store at
                                 230 Broadway

Luis & Giovanna DaCosta          lease deposit          unknown

E. 264 Highway 35, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Valley National Bank             multi-use             $413,348
P.O. Box 988                     commercial
Wayne, NJ 07474-0988             building located
                                 at 264 Highway
                                 35, Eatontown,
                                 NJ; value of
                                 security:
                                 $800,000

Communications Depot, Inc.       lease deposit           $8,000
264 Highway 35
Eatontown, NJ 07724

N.J.N.G.                                                 $1,186
P.O. Box 1378
Belmar, NJ 07715-0001

St. Paul's Travelers Insurance                             $311

J.C.P.&L.                                                  $128

F. 374 Monmouth Road, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
A.E.M. Communications, Inc.      tenant            unknown
374 Monmouth Road
West Long Branch, NJ 07764

Alcaron, Raphael & DeJesus       tenant            unknown
374 Monmouth Road
West Long Branch, NJ 07764

Alfredo Osorio & Hector Bello    tenants           unknown
374 Monmouth Road
West Long Branch, NJ 07764

Myroma Products, Inc.            tenant            unknown

Nelly's Pizza                    tenant            unknown

G. 55 North Gilbert, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Broadway Premium Funding Corp.   insurance              $20,734
P.O. Box 277493
Atlanta, GA 30384-7493

Coastal Property Maintenance,    property                  $241
L.L.C.                           management

H. 601 Main Street, LLC did not submit a list of its largest
   unsecured creditors.

I. 6201 Route 9, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Hochberg, Addeo & Polacco,                                 $100
L.L.C.
1 Industrial West
Eatontown, NJ 07724

J. Aberdeen Gas, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Hochberg, Addeo & Polacco,                                  $75
L.L.C.
1 Industrial West
Eatontown, NJ 07724

N.J.D.E.P.                                              unknown
401 East State Street
Trenton, NJ 08625-0402

K. Bath Avenue Holdings, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Deborah Scott                    lease deposit           $1,200
317-325 Bath Avenue
Long Branch, NJ 07740

Kensington CT. Condominium                                 $720
Association
P.O. Box 4039
Long Branch, NJ 07740

Hochberg, Addeo & Polacco,                                 $175
L.L.C.
1 Industrial West
Eatontown, NJ 07724

N.J.N.G.                                                   $156

J.C.P.&L.                                                    $2

L. Belmar Gas, LLC did not submit a list of its largest unsecured
   creditors.

M. Berkeley Heights Gas, LLC did not submit a list of its largest
   unsecured creditors.

N. Brick Gas, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
N.J.D.E.P.                                              unknown
401 East State Street
Trenton, NJ 08625-0402

O. Dover Estates, LLC's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Four Star Builders                                      unknown
1301 Route 33, Suite 3-E
Neptune, NJ 07753-5181

Henry L. Kent-Smith, Esq.        land use attorney      unknown
Saul Ewing
750 College Road East
Princeton, NJ 08540-6617

Kenderian-Zilinski                                      unknown
Associates, P.A.
1955 Highway 34,
Building 1-A
Wall, NJ 07719

P. Dwek Gas, LLC's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
D.M.R. Lawns & Landscapes, Inc.                          $1,101
28 Broad Street
Eatontown, NJ 07724

Arthur Addeo, C.P.A.                                       $150
Hochberg, Addeo & Polacco,
L.L.C.
1 Industrial West
Eatontown, NJ 07724

Coastal Lawn Services,                                      $27
L.L.C.

Attorney General,                                       unknown
State of New Jersey

N.J.D.E.P.                                              unknown

Q. Dwek Hopatchung, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Broadway Premium Funding Corp.   insurance               $4,429
P.O. Box 277493
Atlanta, GA 30384-7493

R. Dwek Income, LLC's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
G.K. Commercial Realty Group                            $33,918
P.O. Box 331
Baptistown, NJ 08803-0331

J. Campoli & Sons                trade debt              $1,564
28 Milton Street
Cresskill, NJ 07626

Coastal Property                 property                $1,444
Maintenance, L.L.C.              management
167 Monmouth Road
Oakhurst, NJ 07755

P.S.E.&G.                        utilities               $1,366

Capital Property                 property                $1,322
Management, L.L.C.               management

United Water New Jersey          utilities                  $44

Chakeema Deans                   security               unknown
                                 deposit

Corlies Convenience Store        security               unknown
                                 deposit

E-Techknowledge, Inc.            security               unknown
                                 deposit

Mascott                          security               unknown
                                 deposit

P.N.C. Financial Services        security               unknown
Group                            deposit

Ricko Transport, Inc.            security               unknown
                                 deposit

Tyhisa Farrell                   security               unknown
                                 deposit

Yang's Restaurant, Inc.          security               unknown
                                 deposit

S. Dwek Ohio, LLC did not submit a list of its largest unsecured
   creditors.

T. Dwek Pennsylvania, LP's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Premium Assignment Corporation                           $5,659
3522 Thomasville Road
P.O. Box 3066
Tallahassee, FL 32315

Dwek Ohio, L.L.C.                                        $5,000
167 Monmouth Road
Oakhurst, NJ 07755

Corporation Service Company                                $583
P.O. Box 13397
Philadelphia, PA 19101-3397

U. Dwek Wall, LLC did not submit a list of its largest unsecured
   creditors.

V. Dwek Woodbridge, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dwek Ohio, L.L.C.                                       $10,000
167 Monmouth Road
Oakhurst, NJ 07755

W. Kadosh, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property Maintenance,    property                  $395
L.L.C.                           management
167 Monmouth Road
Oakhurst, NJ 07755

X. Lacey Land, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Arthur Addeo, C.P.A.                                        $75
Hochberg, Addeo & Polacco,
L.L.C.
1 Industrial West
Eatontown, NJ 07724

Four Star Builders                                      unknown
1301 Route 33, Suite 3-E
Neptune, NJ 07753-5181

Henry L. Kent-Smith, Esq.        land use attorney      unknown
Saul Ewing
750 College Road East
Princeton, NJ 08540-6617

Kenderian-Zilinski               engineering firm       unknown
Associates, P.A.

Monteforte Architectural         services               unknown
Studio

Y. Monmouth Plaza, LLC did not submit a list of its largest
   unsecured creditors.

Z. P&Y Holdings, LLC did not submit a list of its largest
   unsecured creditors.

AA. Sugar Maple Estates, LLC did not submit a list of its largest
    unsecured creditors.

AB. West Bangs Avenue, LLC's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property Maintenance,    property                  $120
L.L.C.                           management
167 Monmouth Road
Oakhurst, NJ 07755

Four Star Builders                                      unknown
1301 Route 33, Suite 3-E
Neptune, NJ 07753-5181

Kenderian-Zilinski                                      unknown
Associates, P.A.
1955 Highway 34,
Building 1-A
Wall, NJ 07719

AC. Beach Mart, LLC

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Two Rivers Water Reclamation                               $196
Authority
1 Highland Avenue
Monmouth Beach, NJ 07750

Cutting Edge Lawn Service,                                 $160
L.L.C.
17 Tall Oaks Drive
Hazlet, NJ 07730


ACCELLENT INC: Subpar Performance Cues S&P to Lower Ratings to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Accellent Inc. to 'B' from 'B+'; the outlook is stable.
The action reflects expectations of subpar performance in the
company's cardiovascular and orthopedics divisions for the
remainder of the year, reflecting weak end markets and delayed
product introductions in cardiovascular and orthopedics,
respectively.  While Accellent was successful in amending its bank
loan covenants, high debt leverage, a negligible cash balance,
and, at best, break-even free cash flow for the foreseeable future
no longer support the prior rating.

"The stable outlook provides some cushion for weak sales and cash
flow in the short term," said Standard & Poor's credit analyst
Cheryl E. Richer, "but protracted weakness in the company's key
markets, while not expected, could result in a negative rating
action."


ADVANCED MICRO: Completes $2.2 Billion of 6% Senior Notes Offering
------------------------------------------------------------------
Advanced Micro Devices Inc. completed its offering of $2.2 billion
aggregate principal amount of 6% Convertible Senior Notes due
2015, including $200 million of notes that were issued in
connection with the exercise in full of the initial purchasers'
over-allotment option.  The notes were privately offered to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended.

In connection with the offering, AMD entered into capped call
transactions with an affiliate of one of the initial purchasers.
The capped call transactions are intended to reduce the potential
dilution to AMD's stockholders upon any future conversion of the
notes.

The capped call transaction effectively will increase the
conversion price of the convertible notes to $42.12 per share of
AMD's common stock, representing a 300% premium relative to the
last reported sale price of $14.04 per share of the common stock
on April 23, 2007.

AMD estimates that the net proceeds from the offering, will
be approximately $2,169 million, after deducting discounts,
commissions and estimated offering expenses.  AMD used
approximately $182 million of the net proceeds of the offering
to fund the cost of the capped call transactions.

AMD used $500 million of the remaining net proceeds to repay
a portion of the term loan AMD entered into with Morgan Stanley
Senior Funding, Inc. to finance a portion of the purchase price
of, and expenses related to, the acquisition of ATI Technologies
Inc.  AMD will use the remaining amount for general corporate
purposes, including working capital and capital expenditures.

                        About Advance Micro

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

                          *     *     *

As reported yesterday in the Troubled Company Reporter, Moody's
Investors Service affirmed AMD's B1 corporate family rating while
revising to Ba2 from Ba3 the ratings on both the currently secured
$390 million notes due 2012 (2012 Note) and the $1.7 billion
remainder of the original $2.5 billion term loan due 2013.  The
rating outlook remains negative.


AIRPLANES PASS-THROUGH: S&P Assigns BB+ Rating on Class A-9 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' rating on the
class A-9 notes issued out of the Airplanes Pass-Through Trust on
CreditWatch with negative implications.

The CreditWatch placement reflects the fact that the A-8 tranche
is benefiting from current principal amortizations and aircraft
sales.  This deferment in cash flow away from the A-9 tranche
causes an incremental risk to the notes.  In addition, the recent
migration of leases to less-developed markets, as well as
maintenance expenses that have been greater-than-expected are the
basis for the CreditWatch placement.

Based on the most recent appraisal, dated Jan. 31, 2007, the
loan-to-value ratio for the class A notes is 98.03%.  The higher
LTV lowers the probability that long-term cash flows will be
adequate to support the class A-9 notes.  Over time, there has
been a migration of leases toward lesser-developed markets that
have shown a demand for certain types of aircraft.  Should there
be a contractionary effect in these markets, the exposure of these
leases could result in additional stress on the cash flows.
Uncertainty surrounding future maintenance expenses could affect
the trust in a detrimental fashion as the aircraft age.  Available
cash reserves available for the class A-9 notes are considered
satisfactory at $60 million.

Over the next month, Standard & Poor's will conduct a detailed
review of the performance and transaction risk profile to
determine if a downgrade is warranted.


ALLIED HOLDINGS: Wants to Enter Into Toyota Carriage Agreement
--------------------------------------------------------------
Allied Holdings, Inc. and its debtor-affiliates ask authority from
the U.S. Bankruptcy Court for the Northern District of Georgia to
enter into a new contract carriage agreement with Toyota Motors
Corp.

Pursuant to a prepetition contract carriage agreement, Allied
Automotive Group, Inc., provides delivery and transportation
services to Toyota in the United States, in return for which
Motor Sales, U.S.A., Inc., makes payments to AAG in accordance
with agreed rate terms.

AAG and Toyota have negotiated a new one-year Contract Carriage
Agreement, which contains different 2007 rate terms than those
set forth in the Prepetition Agreement.  The New Agreement will
replace and supersede the Prepetition Agreement.

The termination of the Prepetition Agreement will not relieve
either AAG or Toyota of their respective obligations for
performance rendered or failed to be rendered under the
Prepetition Agreement as of the date of termination.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that the New Agreement will provide AAG with
increased revenue flow than would be realized under the
Prepetition Agreement by modifying the rate terms for a period of
one year.  Thus, the terms of the new Contract Carriage Agreement
are favorable to the Debtors, he adds.

For reasons of confidentiality, the Debtors have not filed the
Carriage Agreement with the Court.  The Debtors have provided the
terms of the New Agreement to counsel for the Official Committee
of Unsecured Creditors, subject to a confidentiality agreement.
Upon request, the Debtors will provide a copy of the New
Agreement to the Court for "in camera" review.

                      About Allied Holdings

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

                            Plan Update

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


ALLIED HOLDINGS: Files Supplement to Joint Plan Of Reorganization
-----------------------------------------------------------------
Allied Holdings Inc. and its debtor-affiliates delivered a
supplement to their Joint Plan of Reorganization to the U.S.
Bankruptcy Court for the Northern District of Georgia.

The Plan Supplement consists of forms of the reorganized Allied
Holdings Inc.'s:

   (a) amended and restated certificate of incorporation;

   (b) bylaws;

   (c) stockholders agreement to be entered with Yucaipa American
       Alliance Fund I, LP; Yucaipa American Alliance (Parallel)
       Fund I, LP; and each of the stockholders limited to the
       beneficial owners of more than 5% of the AHI's issued and
       outstanding Common Stock as of the Effective Date;

   (d) registration rights agreement; and

   (e) monitoring and management services agreement, pursuant to
       which the reorganized AHI will retain Yucaipa American
       Funds, LLC, to:

         * provide general monitoring and management services;

         * monitor certain financing functions, including
           assistance with the preparation of financial
           projections and assistance with compliance with
           financing agreements;

         * identify and develop growth strategies;

         * monitor labor relations and certain human resource
           functions, including interfacing and negotiating with
           various labor unions and assisting with the
           identification and hiring of executives and directors;

         * assisting with identification, support, negotiation
           and analysis of acquisitions or dispositions by the
           Company or its subsidiaries; and

         * assisting with support, negotiation and analysis of
           financing alternatives, including in connection with
           acquisitions, capital expenditures, refinancing of
           existing indebtedness and public or private debt or
           equity issuances.

A full-text copy of the Plan Supplement is available for free at:

              http://researcharchives.com/t/s?1e4e

The Debtors filed with the Court a list of Class 1 Claims and
treatment for each claim, a full-text copy of which, as amended,
is available for free at:

              http://researcharchives.com/t/s?1e4f

In a separate notice, the Debtors have informed parties-in-
interest that the proponents to the Plan propose to treat all
Class 2 Priority Non-Tax Claims not subject to a pending
objection on the Effective Date will be paid in full.  However,
the Plan Proponents reserve their rights to object to any Class 2
Claims.

On April 26, 2007, the Debtors delivered to the Court their
schedule of executory contract and unexpired leases to assume or
reject, a full-text of the schedule is available for free at:

              http://researcharchives.com/t/s?1e50

                      About Allied Holdings

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

                           Plan Update

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


AMERICAN NATURAL: Fails to File December 2006 Financial Statements
------------------------------------------------------------------
American Natural Energy Corporation failed to file its annual
audited financial statements for the year ended December 31, 2006.

The National Instrument 51-102 Continuous Disclosure Obligations
required the company to file its December 2006 financial
statements on April 30, 2007.

In connection with the company's inability to file its financial
statements on time, the company has applied to applicable Canadian
securities regulators requesting that a management cease trade
order -- which restricts trading in the company's securities by
the company's insiders -- be issued as opposed to an issuer cease
trade order.  As of May 1, 2007, the application has been accepted
and a management cease trade order has been issued.

The company is unable to file the financial statements on time due
to the cumulative effect of the following factors.  The company
and its auditors have been holding ongoing discussions regarding a
possible impediment to the independence of the auditors from the
company.  As a consequence of this potential issue, the company
and the auditors have been unable to satisfactorily complete the
audit of the financial statements to this date.

The company is exploring options in connection with ensuring that
its audit is completed by an independent auditor, which options
include removing the impediments to independence with its current
auditors or engaging a new auditing firm to conduct the audit of
the financial statements.

The company currently expects to file the financial statements
before June 30, 2007.

Pursuant to 57-301, applicable Canadian securities commissions or
regulators may impose an issuer cease trade order against the
company if the financial statements are not filed by
June 30, 2007, being the date that is two months following the
date of the filing deadline for the financial statements.  In
addition, an issuer cease trade order may be imposed sooner if the
company fails to file Default Status Reports on time in accordance
with 57-301.

The company intends to satisfy the provisions of Appendix B to 57-
301 by filing a Default Status Report in the prescribed form, as
long as the company remains in default of the financial statement
filing requirement.

The company is not currently subject to any insolvency
proceedings.  If it provides any information to any of its
creditors during the period in which it is in default of filing
the financial statements, the company confirms that it will also
file material change reports on SEDAR containing such information.

                      About American Natural

Based in Tulsa, Oklahoma, American Natural Energy Corporation (TSX
Venture: ANR.U) -- http://www.annrg.com/-- was formed in January
2001 to focus on the acquisition, development and exploitation of
oil and natural gas reserves.  The company's objective is to grow
an oil and natural gas reserve base through development,
exploitation and exploration drilling within the current and
future boundaries of its St. Charles Parish, Louisiana properties,
including its ExxonMobil Joint Development area.

                          Going Concern

In the going concern paragraphs of the company's financial
statements for the quarter ended Sept. 30, 2006, the company says
that its negative working capital and losses incurred raise
substantial doubt about its ability to continue as a going
concern.  The ability of the company to mitigate these factors and
continue as a going concern is dependent upon adequate sources of
capital and its ability to sustain positive results from
operations.

At Sept. 30, 2006, the company had total assets of $7,877,462,
total liabilities of $22,787,266, and a stockholders' deficit of
$14,909,804.


AMSCAN HOLDINGS: Gets Refinancing Commitments from Three Lenders
----------------------------------------------------------------
Amscan Holdings Inc. has received commitments from Credit Suisse,
Bank of America Securities and Lehman Brothers to refinance its
senior debt facilities that will enable the company to lower its
overall cost of debt and improve its financial flexibility.

The refinancing is expected to consist of a five-year $150 million
asset-based revolving credit facility and a six-year $425 million
term loan.  The company's leverage at closing will remain largely
unchanged as the net proceeds are planned to be used to repay
existing senior debt and related prepayment fees.  The commitments
provide that:

     i. ABL facility will be secured by a first priority lien
        on accounts receivable and inventories, with a second
        priority lien on all other assets of the Company;

    ii. term loan will be secured by a first priority lien on all
        of the company's assets, except for accounts receivable
        and inventories, and a second priority lien on accounts
        receivable and inventories;

   iii. term loan will amortize at 1% per year with a balloon
        payment at maturity; both facilities will be guaranteed by
        the company's domestic subsidiaries; and

    iv. both will be subject to customary prepayment provisions
        and negative covenants and will include only incurrence-
        based financial covenants.

The company expects the refinancing to close during May 2007.

Amscan Holdings Inc. -- http://www.amscan.com/-- designs and
manufactures gifts and party accessories.


AMSCAN HOLDINGS: Moody's Rates $425 Million Term Loan at B1
-----------------------------------------------------------
Moody's Investors Service rated Amscan Holding, Inc's proposed
secured revolving credit facility at Ba3 (LGD-2, 28%) and secured
term loan at B1 (LGD-3, 36%).  Moody's also affirmed the 8.75%
senior subordinated notes (2014) at Caa1 (LGD-5, 88%) and the
corporate family rating at B2.  Proceeds from the new debt are to
be used to refinance the existing 1st-lien bank loan and 2nd-lien
term loan.

Ratings assigned are:

    - $150 million 5-year secured revolving credit facility at Ba3
      (LGD-2, 28%);

    - $425 million 6-year secured term loan at B1 (LGD-3, 36%).

These ratings are affirmed:

    - $175 million 8.75% senior subordinated notes (2014) at Caa1
      (LGD-5, 88%);

    - Corporate family rating at B2;

    - Probability of default rating at B2.

Moody's will withdraw its ratings on the existing first-lien bank
loan (comprised of an $85 million revolving credit facility and
$325 million term loan) and $60 million second-lien term loan
following completion of the proposed transaction.

The corporate family rating assignment of B2 reflects the balance
of certain qualitative rating drivers that have low investment
grade characteristics with important quantitative attributes that
are solidly non-investment grade.  In particular, driving down the
rating are the weak credit metrics reflecting high leverage, low
fixed charge coverage, and limited free cash flow.  Also
constraining the rating are the company's relatively small size
and financial policy, in which a considerable portion of
discretionary cash flow will be invested in growth.  Partially
offsetting these risks are Moody's expectation that the company
will use some discretionary cash flow to repay debt ahead of
schedule, Amscan's leading market position in the narrow segment
of decorative party goods, and the diversity of wholesale and
retail operations.

The stable outlook anticipates that the company will steadily grow
revenue and cash flow.  The outlook also considers Moody's
expectation that the company's policy with respect to uses of
discretionary cash flow will be measured, resulting in modest
balance sheet improvement.  In addition, Moody's also expects that
the company will maintain solid liquidity through moderation of
planned growth capital investment if operating results fall below
plan.

Amscan Holdings, Inc, with headquarters in Elmsford, New York,
manufactures decorative party goods and is the largest
manufacturer of metallic balloons in the world.  The company's
products are sold at about 770 owned or franchised Party City and
Party America retail locations, as well as to external customers.
Pro forma revenue for the twelve months ending December 31, 2006
exceeded $1.1 billion.


AMSCAN HOLDINGS: S&P Rates Proposed $150MM Credit Facility at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
Elmsford, New York-based Amscan Holdings Inc., including the 'B'
corporate credit rating.  At the same time, Standard & Poor's
assigned its 'BB-' bank loan rating and '1' recovery rating to
Amscan's proposed $150 million asset-based revolving credit
facility, indicating the expectation of full (100%) recovery of
principal in the event of a payment default.

In addition, Standard & Poor's assigned its 'B' bank loan rating
and '3' recovery rating to the company's proposed $425 million
senior secured term loan B facility, indicating the expectation of
meaningful (50%-80%) recovery of principal in the event of a
payment default.  The bank loan ratings are based on preliminary
terms and are subject to review upon final documentation.  The
outlook is negative.

"The ratings on Amscan reflect its high debt leverage, narrow
business focus, and participation in the highly competitive and
fragmented party goods industry," said Standard & Poor's credit
analyst Christopher Johnson.  Partially mitigating these factors
is the company's market-leading presence in the niche party goods
industry, and the industry's relatively recession-resistant
characteristics.


ARR-MAZ CUSTOM: Moody's Junks Rating on $66 Million Term Loan
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the $169 million
first lien credit facilities and a Caa1 rating to the $66 million
second lien term loan of Arr-Maz Custom Chemicals, Inc.

The proposed debt will refinance Arr-Maz's existing debt as well
as fund cash distributions to shareholders totaling $44 million.

The outlook was revised to negative.

A summary of the the ratings activity:

Arr-Maz Custom Chemicals, Inc.

Ratings assigned:

    * $15mm Sr sec'd first lien revolving credit facility due 2013
        -- B1, LGD3, 35%

    * $154mm Sr sec'd first lien term loan due 2013
        -- B1, LGD3, 35%

    * $66mm Sr sec'd second lien term loan due 2013
        -- Caa1, LGD5, 87%

Ratings affirmed:

    * Corporate family rating -- B2

    * Probability of default rating -- B2

    * $15mm Sr sec'd first lien revolving credit facility due 2012
        -- B1, LGD3, 36%

    * $125mm Sr sec'd first lien term loan due 2013
        -- B1, LGD3, 36%

    * $52.5mm Sr sec'd second lien term loan due 2013
        -- Caa1, LGD5, 86%

The revision to a negative outlook reflects Arr-Maz's increased
leverage (2006PF for higher debt: 8x adjusted EBITDA from
continuing operations) and financial philosophy that includes the
possibility of further debt financed dividends going forward.  The
proceeds will be used to pay cash distributions to funds managed
by GSO Capital Partners, which acquired a majority of the company
in a transaction that closed on June 30, 2006, and to other
minority shareholders, including management.  After receipt of the
distributions, the owners will have realized a return of a
significant portion of their equity capital invested in the
acquisition of Arr-Maz.  Given Arr-Maz's elevated debt levels, it
has little flexibility to experience a downturn in profitability
or cash flow generation without negatively impacting the rating.
The rating could be lowered if the company were not able to
maintain its margins, grow its LTM adjusted EBITDA above $34
million, reduce leverage (including Moody's global standard
analytical adjustments) to approximately 7x and generate LTM
retained cash flow of at least $10 million over the next twelve
months.  Additionally, Moody's would expect the company to
meaningfully reduce debt before entertaining further dividends,
large capital expenditures or sizeable acquisitions.  There is
little upside to the rating, given the high leverage, until Arr-
Maz has meaningfully reduced debt.  An upgrade could be considered
if free cash flow exceeded $15 million per year and Debt/EBITDA
approached 5x.

The B2 corporate family rating reflects the positive outlook for
the fertilizer industry without which the B2 rating is not
sustainable at the company's current debt levels, Arr-Maz's
significant debt balances, modest size, narrow product line with
exposure to mature industries, customer concentration and
concentrated operational and geographic profile.  Over 50% of
revenues are tied to the fertilizer and mining markets and a
single customer accounts for over 25% of revenues.  The ratings
are supported by steady EBITDA margins, Arr-Maz's demonstrated
ability to reduce leverage in similar situations, and major market
shares in some of its niche markets.  Other positives include Arr-
Maz's ability to pass through raw material cost increases and
maintain profit margins as well as the firm's diversification
efforts through the pursuit of customers outside of its core
Florida-based fertilizer and mining chemicals business.

Arr-Maz, headquartered in Mulberry, Florida, develops and produces
process chemicals for phosphate mining and functional additives
for the phosphate fertilizer, asphalt, nitrogen chemicals and
industrial minerals industries.  Products include flotation
reagents, defoamers, coating agents, flocculants, granulations
aids, liquid anti-strips, asphalt emulsifiers and industrial
surfactants.  Revenues for 2006 were approximately $165 million.


ASARCO LLC: Seeks November 15 Lease Decision Period Extension
-------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to further extend the time for
them to decide whether to assume or reject their non-residential
real property leases until Nov. 15, 2007.

Judith W. Ross, Esq., at Baker Botts L.L.P., in Dallas, Texas,
relates that as of March 22, 2007, representatives of the San
Xavier District of the Tohon O'odham Nation, the Bureau of Land
Management and Bureau of Indian Affairs of the U.S. Department of
the Interior and ASARCO LLC had made significant progress in
negotiating the terms of a definitive agreement.

The parties, however, still have not reached a final agreement.

The current uncertainty regarding the nature and scope of the
Debtors' reclamation obligation on the lands leased from the
Indians means the Debtors are unable to determine the cost of
assuming the Indian Leases, Ms. Ross contends.

Therefore, Ms. Ross asserts, the uncertainty must be resolved,
hopefully through conclusive negotiation among the parties,
before the Debtors can make a reasonable, informed business
decision whether to assume or reject the Indian Leases.

Ms. Ross relates that ASARCO has initiated litigation against the
Department of Interior, objected to proofs of claim relating to
the Indian Leases, and commenced an adversary proceeding against
the Interior seeking a ruling that a portion of ASARCO's
liability was dischargeable.

According to Ms. Ross, the Litigations are on track for a summer
resolution.  But if an agreement cannot be reached by fall,
ASARCO will seek definitive rulings from the Court on all issues
related to the Indian Leases, Ms. Ross adds.

                         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).

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Can Assume & Renew 2007 Insurance Program with AIG
--------------------------------------------------------------
The Honorable Richard S. Schmidt authorized ASARCO LLC and its
debtor-affiliates to assume the existing insurance program with
the American International Group Inc. and its affiliates.

In addition, Judge Schmidt also authorized the Debtors to enter
into a renewal insurance program and allowed the Debtors to enter
into further renewals of the insurance program without further
Court order.

The Debtors will cure all defaults under the Existing Insurance
Program and will pay their obligations under the Insurance
Program, including, without limitation, premium and losses, in
the ordinary course of business, in accordance with the relevant
terms of the Insurance Program, without further Court order.

In the event of a default by the Debtors, AIG may exercise all
contractual rights in accordance with and subject to the terms of
the Insurance Program without further Court order, including,
without limitation, AIG's rights to cancel the Insurance Program
and receive and apply unearned or returned premiums to the
Debtors' outstanding obligations.

The automatic stay will be deemed lifted without further Court
order if AIG decides to assert its rights against the Debtors.

The Court rules that the reimbursement obligations and any other
obligations under the Insurance Program will be administrative
obligations entitled to priority under Section 503(b) of the
Bankruptcy Code.

AIG need not file additional proof of claim or request for
payment of administrative expenses.  AIG will also be exempt from
any bar date that may be issued for the filing of any proof of
claim relating to administrative expenses.

The Court approves all prior payments to AIG under the Insurance
Program.

AIG may adjust, settle and pay insured claims, utilize funds
provided for that purpose, and otherwise carry out the terms and
conditions of the Insurance Program, without further Court order.
The Order does not deem to lift the automatic stay for a non-
workers' compensation claimant to pursue any claim in a non-
bankruptcy court.

The Court further rules that the Insurance Program may not be
altered by any plan of reorganization filed in the Debtors'
Chapter 11 cases and will survive any reorganization plan the
Debtors may file.

A full-text copy of the 2007 Renewal Insurance Program is
available for free at http://researcharchives.com/t/s?1dd3

                         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).

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


BEAR STEARNS: Fitch Holds Low-B Ratings on 5 Certificate Classes
----------------------------------------------------------------
Fitch Ratings upgrades the following classes of Bear Stearns
Commercial Mortgage Securities, Inc. series 2001-Top 2 Trust Fund:

    -- $30.2 million class C to 'AAA' from 'AA+';
    -- $10.1 million class D to 'AAA' from 'AA';
    -- $23.9 million class E to 'A+' from 'A';
    -- $8.8 million class F to 'A-' from 'BBB'.

In addition, Fitch affirms the ratings on these classes:

    -- $82.1 million class A-1 at 'AAA';
    -- $529.7 million class A-2 at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA';
    -- $26.4 million class B at 'AAA';
    -- $16.4 million class G at 'BB+';
    -- $6.3 million class H at 'BB';
    -- $7.5 million class J at 'BB-';
    -- $3.8 million class K at 'B+';
    -- $5 million class L at 'B'.

The $2.4 million class M remains at 'B-/DR4'.

The rating upgrades reflect defeasance and increased subordination
levels due to payoffs and scheduled amortization since Fitch's
last rating action.  As of the April 2007 distribution date, the
pool's aggregate balance has been reduced 25.2% to $752.5 million
from $1.0 billion at issuance.  To date, 18 loans (15.6%) have
defeased.

One loan (3.4%), a retail property in Provo, Utah, is currently in
special servicing.  The loan transferred to the special servicer
due to monetary default when several key tenants vacated the
property.  The special servicer has executed a modification of the
loan with the borrower and is currently working with the borrower
to stabilize occupancy at the property.  The loan remains current.

Fitch reviewed the performance of Mansfield Village Apartments
(2.2%), the transaction's only remaining credit assessed loan.
The loan maintains an investment grade credit assessment.
Occupancy as of Sept. 30, 2006 is 86.2% compared to 94% at
issuance.


BLOCKBUSTER INC: Posts $46.4 Mil. Net Loss in Qtr. Ended April 1
----------------------------------------------------------------
Blockbuster Inc. reported a net loss of $46.4 million for the
first quarter ended April 1, 2007, compared with a net loss of
$1.9 million, for the first quarter of 2006.  Total revenues
increased 5.4% to $1.47 billion for the first quarter of 2007 from
$1.4 billion for the first quarter of 2006.

"During the first quarter, we captured share of the overall rental
market, continued to contain operating expenses and aggressively
grew our BLOCKBUSTER Total Access(TM) subscriber base, which
nearly doubled in a matter of five months and now exceeds 3
million total subscribers.  I am extremely pleased with these
accomplishments.  Our results were impacted by our investment in
the growth of BLOCKBUSTER Total Access and by an extremely tough
in-store rental market," said John Antioco, Blockbuster chairman
and chief executive officer.  "The first quarter of 2007 was our
highest subscriber growth quarter ever, surpassing even the
initial success of the program and providing clear testimony to
the consumer appeal of our integrated online and in-store
offering, which we believe will allow us to achieve our year-end
goal of well over 4 million subscribers.  While this aggressive
growth requires investment this year, we believe it's the right
thing for the business and will contribute to our future
profitability and to the long-term success of the Company."

Total revenues for the first quarter of 2007 increased primarily
as a result of strong merchandise sales and approximately
$20 million in revenues associated with the termination of
Blockbuster's Brazilian franchise agreement.  Rental revenues for
the period remained essentially flat at $1.05 billion reflecting
growth in revenues from BLOCKBUSTER Total Access, which added
approximately 800,000 subscribers during the first quarter of 2007
offsetting a larger than expected decline in the in-store rental
industry.

Operating loss for the first quarter of 2007 totaled
$18.4 million, compared to operating income of $32.1 million for
the same period last year.  Gross profit decreased $27.7 million
primarily as a result of the decrease in rental gross margin,
which was largely due to purchases of additional rental product in
order to support in-store exchanges resulting from additional
traffic generated by the significant growth of BLOCKBUSTER Total
Access.  Total selling, general and administrative expenses for
the first quarter of 2007 increased $24.3 million from the first
quarter of 2006 largely due to a higher level of promotional
activities, including an incremental $35 million mass-media
advertising campaign aimed at growing the BLOCKBUSTER Total Access
subscriber base and increasing customers' awareness of the
program.

Cash flow provided by operating activities decreased by
$185 million from $41 million for the first quarter of 2006 to a
deficit of $144 million for the first quarter of 2007.  The
decrease was driven primarily by a reduction in payables and
accrued expenses and lower net income.  This reduction resulted
largely from the company returning to normalized credit terms with
its vendors as compared to the same period last year.  As of
April 1, 2007, no balance was outstanding under the company's
revolving credit facility and the company's borrowing capacity
totaled approximately $295 million.

                      About Blockbuster Inc.

Blockbuster Inc. (NYSE: BBI) -- http://www.blockbuster.com/-- is
a leading global provider of in-home movie and game entertainment,
with over 8,000 stores throughout the Americas, Europe, Asia and
Australia.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Standard & Poor's Ratings Services raised the ratings on
Dallas-based Blockbuster Inc. to 'B' from 'B-'.  This action
reflects the improved operating performance and improved credit
protection metrics for the company.

At the same time, Standard & Poor's raised the recovery rating on
the bank facility to '3' from '5', indicating the expectation for
meaningful recovery of principal in the event of payment default.
Standard & Poor's affirmed the stable outlook.


BOISE CASCADE: S&P Rates Proposed $450 Mil. Credit Facility at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on Idaho-
based paper and wood product manufacturer Boise Cascade LLC, and
assigned its 'BB' bank loan rating and '2' recovery rating to the
company's proposed $450 million first-lien credit facility,
$525 million first-lien term loan and $200 million delayed-draw
term loan.

Boise will use the transaction to reduce its existing $475 million
revolver, refinance the $840 million ($539 million remaining) term
loan, and partially fund the repurchase of bonds in October 2007.
The affirmation reflects S&P's expectations that credit measures
will remain appropriate for the current ratings despite the
company's weakened end-markets.

Boise's debt, including capitalized operating leases and tax-
effected underfunded pension and postretirement obligations, was
approximately $1.37 billion at Dec. 31, 2006.

"The ratings on Boise reflect its participation in the cyclical
paper and wood products manufacturing markets, concerns about
declining paper demand because of competing technologies and
product substitution risks, competition with larger manufacturers
that have more attractive cost positions, and aggressive debt
leverage," said Standard & Poor's credit analyst John Kennedy.
"Partially offsetting these negative factors are the company's
product diversity and growing value-added product mix, a
relatively stable building products distribution business, and a
manageable debt maturity schedule."

The outlook is stable.  Favorable near-term prospects for paper
products markets allowed Boise to generate free cash flow for debt
reduction in 2006 and improve its aggressive capital structure.
In addition, its diverse product mix and growing valued-added
portfolio should enable it to weather cyclical downturns, limiting
downside ratings risk.

However, S&P could revise the outlook to negative if concurrent
downturns occur in the company's product segments, if there is a
loss of revenue from OfficeMax Inc., or if Boise adopts a more
aggressive financial policy.  S&P do not expect to revise the
outlook to positive in the near term, because of the company's
aggressive leverage and potential for permanent structural
declines in demand for the company's primary paper and wood
products offerings.


CABLEVISION SYSTEMS: Accepts Dolan Family's Privatization Bid
-------------------------------------------------------------
Cablevision Systems Corporation has agreed to be taken private by
an entity created by members of the Dolan Family Group, pursuant
to which all outstanding shares of Cablevision that the Dolan
Family Group does not already own will be converted into $36.26
per share in cash.

Staff reporters of The Wall Street Journal relates that lawyers
representing shareholders in a lawsuit over Cablevision's going-
private plans had participated in the latest negotiations and had
agreed to dismiss pending litigation over the company's plans to
go private.

According to the company's regulatory filing with the Securities
and Exchange Commission yesterday, the transaction values
Cablevision at a total enterprise value of approximately
$22 billion.

The company states that the price of $36.26 per share is more than
a 50% premium to the closing share price of $23.93 on the last
trading day before the Dolan Family Group's $27.00 per share offer
on Oct. 8, 2006, and 34% above that offer.  It is also 21% above
the $30.00 per share offer that was rejected by the Special
Transaction Committee on Jan. 16, 2007.

The merger agreement, the company says, includes a "majority of
the minority" provision, which requires a majority of the
outstanding Class A shares not held by the Dolan Family Group or
Cablevision's directors and executive officers to approve the
transaction.

Commenting on its decision to accept the Dolans' offer, the
company says that, "With Cablevision facing increasing competitive
challenges, it is the optimal time for shareholders to obtain full
and certain value for their shares.  In today's dynamic and
competitive market, Cablevision will be better able to build on
its long history of delivering quality service and innovative
products as a private company.  The Dolan family founded
Cablevision nearly 35 years ago and this transaction will enable
the family to continue its entrepreneurial stewardship of
Cablevision as a privately held company."

The company discloses that the Dolan Family Group is contributing
$2.1 billion of its own equity in the transaction and has secured
nearly $15.5 billion in committed debt financing.

                  Family Member Named as Director

Following the merger transaction, Thomas C. Dolan was appointed as
a director of Cablevision by written consent of the holders of
Class B Common Stock of the company.  Mr. Dolan is filling an
existing vacancy in the directors elected by the Class B
stockholders.

Mr. Dolan has been an employee of the company since 1987.  He has
been on an unpaid leave of absence since May 2005.  He served as a
Director from March 1998 to May 2005.  He has been the executive
vice president and chief information officer of the company since
2001.

Mr. Dolan is the son of Charles F. Dolan (the chairman of the
company), the brother of James L. Dolan (the chief executive
officer of the company), Patrick F. Dolan (a director of the
company) and Marianne Dolan Weber (a director of the company), and
the brother-in-law of Brian G. Sweeney (a director of the company
and the company's senior vice-president - eMedia).

                           Advance Talks

The Dolan family was reportedly in advanced talks Tuesday night
with the cable operator to take the company private, Dennis K.
Berman and Dionne Secrecy of WSJ said, citing people familiar with
the matter.

The sources told WSJ that while the parties were close to a deal,
negotiations had not yet completed early that night.

Meanwhile, David M. Dolan, a family member, disclosed Tuesday in a
regulatory filing with the SEC that he has disposed a total of
9,537 shares of the company's Class A Common Stock from December
2005 to December 2006.  Mr. Dolan also disclosed that he acquired
1,900 shares of the Common Stock on June 1, 2006.

                     Board Junks Increased Bid

Early this year, WSJ reported that Cablevision's Board of Special
Committee has rejected the Dolan family's $8.9 billion buyout bid
saying the offer is "inadequate."

According to WSJ, the rejected bid, which was seven times higher
than the Dolans' $1 billion offer in October 2006, was considered
as "the best and final offer" by the family.

                    Rating Agencies Take Action

Following the rejection of the Dolans' revised buyout offer,
Standard & Poor's Ratings Services affirmed its ratings on
Cablevision including the company's 'BB' corporate credit rating.
The outlook was placed at negative.

The action also prompted Moody's Investors Service to confirm all
of its ratings for the company and change the outlook to stable.
In Moody's opinion, Cablevision's B1 corporate family rating
continues to incorporate the company's aggressive management and
high financial risk offset by its impressive operating results and
strong enterprise value.

Additionally, Fitch affirmed the 'B+' Issuer Default Rating it
assigned to Cablevision and placed the company's outlook at
negative.  Fitch's rating actions reflected its ongoing concern
related to the company's financial policy and the potential for
the company to continue to place greater priority on returning
capital to shareholders at the expense of bond holders.

                  About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.
(NYSE: CVC) -- http://www.cablevision.com/-- operates as a media,
entertainment and telecommunications company in the U.S.  At
Dec. 31, 2006, the company's balance sheet showed $9,844,857,000
in total assets and $15,184,110,000 in total liabilities,
resulting in a $5,339,253,000 stockholders' deficit.  The
company's stockholders' deficit at Dec. 31, 2005, stood at
$2,493,380,000.


CABLEVISION SYSTEMS: Rainbow Media Sells Units to Comcast Corp.
---------------------------------------------------------------
On April 30, 2007, Rainbow Media Holdings LLC, a wholly owned
subsidiary of Cablevision Systems Corporation and CSC Holdings
Inc., entered into a purchase agreement with Comcast Corporation
for the sale of:

   i) its subsidiary owning a 60% interest in SportsChannel
      Pacific Associates, which owns the FSN Bay Area regional
      sports programming network for a purchase price of
      $366.75 million; and

  ii) its subsidiaries owning a 50% interest in SportsChannel New
      England Limited Partnership, which owns the FSN New England
      regional sports network for a purchase price of
      $203.25 million

, for an aggregate purchase price of $570 million, subject to
certain additional payments to Rainbow and customary working
capital adjustments.

Cablevision Systems Corporation is also a party to the Purchase
Agreement with specific limited obligations.

Upon consummation of the transactions, Comcast Corporation will
own 100% of SportsChannel New England Limited Partnership and 60%
of SportsChannel Pacific Associates.  The remaining 40% interest
in SportsChannel Pacific Associates is indirectly owned by a
subsidiary of Fox Sports Net Inc.

Consummation of the transactions is subject to customary closing
conditions, including the expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act for
the Bay Area Sale.

Contemporaneously with the execution of the agreement relating to
the Bay Area Sale and the New England Sale, subsidiaries of
Cablevision Systems Corporation and Comcast Corporation entered
into or extended affiliation agreements relating to:

   * the carriage of the Versus and Golf Channel programming
     services on Cablevision's cable television systems; and

   * the carriage of AMC, fuse, IFC, WE tv, Lifeskool, Sportskool,
     MSG and Fox Sports Net New York on Comcast's cable television
     systems.

A full-text copy of the purchase agreement between Rainbow Media
Holdings LLC and Comcast Corporation dated April 30, 2007, is
available for free at http://researcharchives.com/t/s?1e66

                  About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.,
(NYSE: CVC) -- http://www.cablevision.com/-- operates as a media,
entertainment and telecommunications company in the U.S.  It had
three segments, Telecommunications Services, Rainbow, and Madison
Square Garden.  Telecommunications Services operates in cable
television business.  The Rainbow segment consists of its
interests in national programming services, regional programming
businesses, regional sports and news network business, and local
advertising sales representation business.  The Madison Square
Garden segment owns and operates professional sports teams, as
well as the MSG Networks sports programming business, and an
entertainment business.  It owned programming assets through its
Rainbow National Services LLC subsidiary, including American Movie
Classics, WE tv and Independent Film Channel.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2007,
Standard & Poor's Ratings Services affirmed the ratings on
Cablevision Systems Corp. and its related entities, including the
'BB' corporate credit rating.  The outlook is negative.

In the same month, Moody's Investors Service confirmed
Cablevision's B1 Corporate Family Rating and Probability of
Default Rating and B3 Senior Unsecured Regular Bond/Debenture
Rating.

Additionally, Fitch affirmed the 'B+' Issuer Default Rating it
assigned to Cablevision and its wholly owned subsidiary
CSC Holdings Inc.  The Rating Outlook on Cablevision and CSC is
Negative.


CENTEX CORP: Earns $268 Million in Fiscal Year Ended March 31
-------------------------------------------------------------
Centex Corporation reported net earnings of $268 million on total
revenues of $12.01 billion for the fiscal year ended March 31,
2007, compared with net earnings of $1.29 billion on total
revenues of $12.85 billion in the prior year.  The loss from
continuing operations for fiscal 2007 was $12 million, compared
with earnings from continuing operations of $1.21 billion in the
previous year.

Net earnings for the fourth quarter of fiscal 2007 totaled
$199 million, down from $392 million in the prior year's fourth
quarter.  The loss from continuing operations for fiscal 2007's
fourth quarter was $22 million, down from earnings of
$369 million in the previous year's fourth quarter.  Included in
the fourth quarter of fiscal 2007's loss from continuing
operations is $202 million of land option write-offs and land
valuation adjustments.

                          Home Building

Home Building's fiscal 2007's fourth quarter revenues were
$3.52 billion, 12% lower than the same quarter last year as a
result of a 14% year over year decrease in closings to 10,582
homes.  Home building reported an operating loss of $17 million
for the quarter, after the write off of $96 million of land option
deposits and pre-acquisition costs and $106 million of land
valuation adjustments, including $18 million from joint ventures.
Housing operating earnings (housing revenues less housing cost of
sales and SG&A) were $186 million, down 69%, as a result of higher
discounts and sales incentives.  The margin from housing
operations was 5.6% in this year's fourth quarter, aided by a 31%
decrease in general and administrative expenses.  The total home
building operating margin for the quarter, including all land
related expenses, was a negative 0.5%, due to higher discounts and
incentives, the land option write-offs and land valuation
adjustments.

For fiscal year 2007, revenues were $11.41 billion, 7% lower than
last year.  Reported home building operating earnings were
$97 million, 95% below last year.  For the year, unit closings
decreased 9% to 35,785 homes.

                        Financial Services

Operating earnings from Financial Services totaled $19 million for
the fourth quarter of fiscal 2007, 10% lower than the same quarter
a year ago.  CTX Mortgage originated loans for 82% of Centex
Homes' buyers during the fourth quarter, up five percentage points
versus last year's fourth quarter.

"In reacting to one of the most difficult markets in 25 years, we
accomplished important goals that lay the groundwork for the
future," said Tim Eller, chairman and chief executive officer of
Centex Corp.  "We reduced costs, continued to align our land
position with current demand and generated $1 billion in cash.
Additionally, we profitably sold our sub-prime mortgage and
commercial contracting businesses.  Although we still see
uncertainty in many of our markets, we are in position to increase
our market share and generate additional cash."

At March 31, 2007, the company's balance sheet showed
$13.21 billion in total assets, $7.92 billion in total
liabilities, $177 million in minority interests, and $5.11 billion
in total stockholders' equity.

                     About Centex Corporation

Headquartered in Dallas, Centex Corporation (NYSE: CTX) --
http://www.centex.com/-- is a home building company that operates
in major U.S. markets in 25 states.  In addition to its home
building operations, the company's related business lines include
mortgage and financial services, home services and commercial
construction.

                          *     *     *

Centex Corp.'s preferred stock carries Moody's Investors Service's
Ba1 rating.


CLARKE AMERICAN: Parent Completes Harland Buyout for $1.7 Billion
-----------------------------------------------------------------
Clarke American Corp.'s parent company, M & F Worldwide Corp., has
completed its acquisition of John H. Harland Company at a price
per share of Harland common stock of $52.75, representing an
approximate transaction value of $1.7 billion.  Upon the
completion of the transaction, Harland became a wholly owned
subsidiary of Clarke American Corp.

In connection with the closing of the transaction, Clarke
American's outstanding senior secured credit facility and
Harland's outstanding credit facility were repaid in full.  In
addition, approximately 99.9% of Clarke American's 11-3/4% senior
notes due 2013 were repaid.  The acquisition and debt repayment
were funded with Clarke American's new borrowings, consisting of a
$1.8 billion senior secured term loan and an aggregate
$615 million principal amount of senior notes due 2015, comprised
of $310 million principal amount of 9-1/2% senior fixed rate
notes and $305 million principal amount of senior floating rate
notes bearing interest at LIBOR plus 4.75%.

Clarke American's check printing, contact center services and
direct marketing capabilities are being combined with Harland's
corresponding businesses.  This combined business, contemplated to
operate under the brand name "Harland Clarke", will be led by
Chuck Dawson, Clarke American's current president & chief
executive officer, with headquarters in San Antonio, Texas.
Scantron will be led by Jeff Heggedahl, its new president &
chief executive officer.  John O'Malley will continue to serve as
the president & chief executive officer of Harland Financial
Solutions.

Clarke American Corp. is being renamed "Harland Clarke Holdings
Corp." and will be the holding company supporting the operations
of Harland Clarke, Harland Financial Solutions and Scantron.
Harland Clarke Holdings Corp. will be headquartered at the
existing Harland campus in Decatur, Georgia.

                       About John H. Harland

John H. Harland Company (NYSE:JH) -- http://www.harland.net/--  
provides and sells printed products & software application to
financial institutions like banks, brokerage houses & financial
software companies.  The products & services include scannable
forms, scanning equipment, imaging software, survey services &
testing & assessment tools.  It operates in the United States &
Puerto Rico.

                      About M & F Worldwide

M & F Worldwide Corp. (NYSE: MFW) is a holding company that, in
addition to Clarke American and Harland, wholly owns Mafco
Worldwide Corporation, which is the world's largest producer of
licorice extracts and related products.

                      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.


COMMUNITY HEALTH: Earns $54.3 Million in Quarter Ended March 31
---------------------------------------------------------------
Community Health Systems Inc. reported net income of
$54.3 million for the second quarter ended March 31, 2007,
compared with net income of $54 million for the same period last
year.

Results for the second quarter ended March 31, 2006, include a
loss on discontinued operations of approximately $3.2 million
related primarily to the sale of one hospital in March of 2006,
which was designated as being held for sale at Dec. 31, 2005.

Net operating revenues for the quarter ended March 31, 2007,
totaled $1.20 billion, a 17.3% increase compared with net
operating revenues of $1.02 billion for the same period last year.

Income from continuing operations decreased 5.1% to $54.3 million
compared with income from continuing operations of $57.3 million
for the same period last year.

Adjusted EBITDA for the first quarter of 2007 was $170.2 million,
compared with Adjusted EBITDA of $158.5 million for the same
period last year, representing a 7.4% increase.  Adjusted EBITDA
is EBITDA adjusted to exclude discontinued operations and minority
interest in earnings.

Net cash provided by operating activities for the first quarter of
2007 was $120.3 million, compared with net cash provided by
operating activities of $90.8 million for the same period last
year.

The consolidated financial results for the quarter ended
March 31, 2007, reflect a 12.7% increase in total admissions
compared with the same period last year.  This increase is
primarily attributable to hospitals acquired during 2006 and 2005.
On a same-store basis, admissions increased 1.0% and adjusted
admissions increased 1.2%, compared with the same period last
year.  On a same-store basis, net operating revenues increased
6.1%, compared with the same period last year.

Commenting on the results, Wayne T. Smith, chairman, president and
chief executive officer of Community Health Systems Inc. states,
"We are pleased with our financial and operating results for the
first quarter.  With our proven centralized operating strategy
and, more importantly, disciplined cost management, we continue to
manage successfully through the issues facing the industry."

At March 31, 2007, the company's balance sheet showed
$4.61 billion in total assets, $2.83 billion in total liabilities,
and $1.78 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1e2e

              Merger Agreement with Triad Hospitals

On March 19, 2007, the company and Triad Hospitals Inc. announced
that they have entered into a definitive merger agreement pursuant
to which Community Health Systems Inc. will acquire Triad for $54
per share in cash, or approximately $6.8 billion, including
$1.7 billion of existing indebtedness.  The merger would create
the largest publicly traded hospital company in the United States.
The combined company would own or operate approximately 130
hospitals in 28 states, with a total bed count of approximately
18,700.  The closing of this transaction is currently expected to
occur in the 3rd quarter of 2007.

                      About Community Health

Headquartered in Franklin, Tenn., Community Health Systems Inc.
(NYSE: CYH) -- http://www.chs.net/-- is a leading operator of
general acute care hospitals in non-urban communities throughout
the country.  Through its subsidiaries, the company currently
owns, leases or operates 78 hospitals in 21 states.  Its hospitals
offer a broad range of inpatient medical and surgical services,
outpatient treatment and skilled nursing care.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2007,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Brentwood, Tennessee-based hospital owner and
operator Community Health Systems Inc. on CreditWatch with
negative implications.


CORPORATE BACKED: S&P Lifts Ratings on $27MM Certs. to B from D
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1 and A-2 certificates from the $27 million Corporate Backed
Trust Certificates Series 2001-19 Trust to 'B' from 'D'.

Corporate Backed Trust Certificates Series 2001-19 Trust is a
pass-through transaction, and its ratings are based solely on the
rating assigned to the underlying collateral, Delta Air Lines
Inc.'s $27,109,000 8.3% senior unsecured notes due Dec. 15, 2029.
The rating action reflects the April 30, 2007, raising of the
corporate credit rating on Delta Air Lines Inc. to 'B' from 'D',
following the airline's emergence from Chapter 11 bankruptcy
proceedings.


CREDIT SUISSE: S&P Puts B- Ratings of 3 Certs. on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 46
classes from 25 series of mortgage-backed pass-through
certificates issued by Credit Suisse First Boston Mortgage
Securities Corp.  The ratings on three classes from three other
series were placed on CreditWatch with negative implications.  At
the same time, the ratings on the remaining classes from 46 series
also issued by Credit Suisse First Boston Mortgage Securities
Corp. were affirmed.

The raised ratings reflect the growth in the actual and projected
credit support percentages to the respective classes.  Current
credit support for the classes with raised ratings has increased
to an average of 4.22x the level for the raised ratings.  For
mortgage pools with senior/subordinate structures, the enhanced
credit support was due to the shifting interest structure of the
transactions and the significant paydown of the respective
mortgage pools.  As of the March 2007 remittance period, 11
upgraded senior/subordinate mortgage pools have paid down to below
10% of their original balances.

For loan pools structured with overcollateralization and excess
spread, the build-up of credit enhancement was due to the failed
delinquency triggers and sequential payments to certificates.  The
loan groups structured with O/C and excess spread as additional
credit enhancement generally have higher delinquencies and
cumulative realized loss percentages relative to the loan groups
structured with subordination as the sole form of credit
enhancement.

The CreditWatch placement of the ratings on three classes was due
to the high severe delinquencies relative to the credit support to
the respective classes.  As of the March 2007 remittance period,
credit support for class D-B-6 from series 2003-23 was
approximately $0.48 million, while severe delinquencies (90-plus-
days, foreclosure, and REO) totaled $5.51 million.  Credit support
for class D-B-5 from series 2005-2 was approximately $260,000,
while severe delinquencies totaled $1.99 million.  Credit support
for class D-B-5 from series 2005-2 was approximately $260,000,
while severe delinquencies totaled $1.99 million.

Standard & Poor's will continue to closely monitor the performance
of these three pools.  If the delinquent loans cure themselves and
move out the pipeline, S&P will affirm the ratings and remove them
from CreditWatch.  Conversely, if delinquencies cause substantial
realized losses in the coming months and continue to erode credit
enhancement, S&P will take further negative rating actions on the
classes in these pools.

The ratings on the other transactions were affirmed due to
adequate actual and projected credit support percentages.

The transactions or loan groups are structured either with
subordination as the sole form of credit support or with O/C and
excess spread in addition.  The collateral contained in the loan
groups consists primarily of conventional, 15- or 30-year, fixed-
or adjustable-rate, first- or second-lien mortgage loans secured
by one- to four-family residential properties.


                           Ratings Raised

         Credit Suisse First Boston Mortgage Securities Corp.
              Mortgage-backed pass-through certificates

                                             Rating
                                             ------
            Series    Class              To          From
            ------    -----              --          ----
            2001-3FNT I-B-2              AAA         AA+
            2001-3FNT I-B-3              AAA         AA-
            2001-26   D-B-3              A+          A
            2001-33   III-B-1            AAA         AA
            2001-33   III-B-2            AA          A
            2001-33   III-B-3            A           BBB
            2001-AR5  B-2                AAA         AA
            2001-AR5  B-3                AA-         A-
            2002-5    C-B-3              AAA         AA+
            2002-18   II-B-1             AAA         AA
            2002-18   II-B-2             A           A-
            2002-19   C-B-3              AAA         AA+
            2002-30   D-B-2              AA+         AA-
            2002-AR13 V-M-1              AAA         AA
            2002-AR13 V-M-2              AA          A
            2002-AR17 C-B-2              AAA         AA+
            2002-AR17 C-B-3              AA+         AA
            2002-AR21 C-B-2              AA+         AA
            2002-AR21 IV-M-1             AAA         AA+
            2002-AR21 IV-M-2             AA+         A+
            2002-AR25 III-M-1            AAA         AA+
            2003-AR2  C-B-2              AA          A+
            2003-AR2  C-B-3              A           BBB+
            2003-AR2  C-B-4              BBB         BB+
            2003-AR5  C-B-3              AA-         A+
            2003-AR5  III-M-1            AA+         AA
            2003-AR9  C-B-3              A+          A
            2003-AR9  III-M-1            AA+         AA
            2003-AR12 C-B-1              AA+         AA
            2003-AR12 C-B-2              AA-         A+
            2003-AR12 C-B-3              A           BBB+
            2003-AR15 C-B-1              AAA         AA+
            2003-AR15 C-B-2              AA+         AA
            2003-AR15 C-B-3              A+          A
            2003-AR15 IV-M-1             AA+         AA
            2003-AR18 C-B-1              AAA         AA+
            2003-AR18 C-B-2              AA          AA-
            2003-AR18 C-B-3              A           A-
            2003-AR18 IV-M-1             AA+         AA
            2003-AR22 IV-M-1             AA+         AA
            2003-AR24 VI-M-1             AA+         AA
            2003-AR26 IX-M-1             AA+         AA
            2003-AR28 VI-M-1             AA+         AA
            2003-AR30 VI-M-1             AA+         AA
            2004-AR1  VI-M-1             AA+         AA
            2004-AR2  VI-M-1             AA+         AA


                Ratings Placed on Creditwatch Negative

          Credit Suisse First Boston Mortgage Securities Corp.
               Mortgage-backed pass-through certificates

                                          Rating
                                          ------
                Series    Class      To             From
                ------    -----      --             -----
                2003-23   D-B-6      B-/Watch Neg   B-
                2005-2    D-B-5      B-/Watch Neg   B-
                2005-3    D-B-5      B-/Watch Neg   B-


                         Ratings Affirmed

         Credit Suisse First Boston Mortgage Securities Corp.
              Mortgage-backed pass-through certificates

    Series    Class                                      Rating
    ------    -----                                      ------
    2001-3FNT I-A-1, I-B-1, I-X, I-P                     AAA
    2001-4    M-2                                        A
    2001-26   A-P, III-X, V-A-1, V-A-2, D-B-1, D-B-2     AAA
    2001-26   D-B-4                                      BB
    2001-33   III-A-5, III-A-7, III-X-IO, A-P            AAA
    2001-AR5  I-A, B-1                                   AAA
    2001-S6   II-P, B-1, XB-1                            AAA
    2001-S6   B-2, XB-2                                  AA
    2002-5    I-A-4, I-A-44, II-A-1, PP-A-1, IV-A-1, C-X AAA
    2002-5    IV-X, C-P, P-P, IV-P, IV-B-1, C-B-1, C-B-2 AAA
    2002-5    IV-B-2                                     AAA
    2002-5    IV-B-3                                     AA
    2002-7    M-1                                        AAA
    2002-7    M-2                                        AA+
    2002-7    B                                          BBB
    2002-18   I- A- 5, I-PP                              AAA
    2002-18   I-M-1                                      AA
    2002-18   II- A- 1 , I I-PP, II-X                    AAA
    2002-18   II-B-3                                     BBB
    2002-19   I-A-4, I-A-18, II-A-5, III-A-1, I-P        AAA
    2002-19   II-PP, III-P, I-X, C-B-1, C-B-2            AAA
    2002-19   II-M-1                                     BB
    2002-30   I-A-1, II-A-3, II-A-5, I-P, II-P, D-B-1    AAA
    2002-30   I-X, II-X                                  AAA
    2002-30   D-B-3                                      BBB-
    2002-AR13 I-A, II-A, III-A, IV-A, III-X, C-B-1       AAA
    2002-AR13 C-B-2                                      AA+
    2002-AR13 C-B-3                                      AA-
    2002-AR13 V-B                                        BBB
    2002-AR17 I-A-1, 2-A-1, 1-X, 2-X, C-B-1              AAA
    2002-AR21 I-A-1, II-A-1, III-A-3, C-B-1              AAA
    2002-AR21 I-X, II-X, III-X                           AAA
    2002-AR21 C-B-3                                      BBB+
    2002-AR21 IV-B                                       BBB
    2002-AR25 I-A-1, I-A-2, II-A-1, C-B-1, I-X, II-X     AAA
    2002-AR25 C-B-2                                      AA
    2002-AR25 III-M-2                                    A
    2002-AR25 C-B-3                                      A-
    2002-AR28 I-A-1, I-A-2, II-A-1, II-A-2, II-A-3       AAA
    2002-AR28 II-A-4, III-M-1, I-X, II-X, C-B-1          AAA
    2002-AR28 C-B-2                                      AA+
    2002-AR28 III-M-2                                    A+
    2002-AR28 C-B-3                                      A-
    2002-AR33 I-A-1, II-A-1, III-A-1, III-A-2, III-A-3   AAA
    2002-AR33 III-A-4, IV-A-1, V-A-1, II-X, III-X        AAA
    2002-AR33 C-B-1                                      AAA
    2002-AR33 C-B-2                                      AA+
    2002-AR33 V-M-2, C-B-3                               A
    2002-AR33 C-B-4                                      BBB
    2002-AR33 C-B-5                                      B
    2003-10   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-8   AAA
    2003-10   I-A-9, I-A-10, II-A-1, III-A-1, III-A-2    AAA
    2003-10   III-A-3, III-A-4, III-A-5, III-A-6         AAA
    2003-10   III-A-7, III-A-8, III-A-9, III-A-10        AAA
    2003-10   III-A-11, III-A-12, III-A-13, IV-A-1       AAA
    2003-10   I-P, III-P, I-X, II-X, III-X, IV-X, A-P    AAA
    2003-10   C-B-1, D-B-1                               AAA
    2003-10   D-B-2                                      AA+
    2003-10   C-B-2, D-B-3                               AA
    2003-10   C-B-3                                      A
    2003-10   D-B-4                                      BBB
    2003-10   C-B-4                                      BB
    2003-10   C-B-5, D-B-5                               B
    2003-19   I-A-1, I-A-2, I-A-3, I-A-4, I-A-14         AAA
    2003-19   I-A-15, I-A-19, I-A-22, I-A-23, II-A-1     AAA
    2003-19   I-X, II-X, I-P, II-P                       AAA
    2003-19   C-B-1                                      AA
    2003-19   C-B-2                                      A
    2003-19   C-B-3                                      BBB-
    2003-19   C-B-4                                      BB
    2003-19   C-B-5                                      B
    2003-23   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
    2003-23   I-A-7, I-A-10, I-A-11, I-A-14, I-A-15      AAA
    2003-23   I-A-16, I-A-17, I-A-18, I-A-19, I-A-20     AAA
    2003-23   I-A-21, I-A-22, II-A-1, II-A-2, II-A-3     AAA
    2003-23   II-A-4, II-A-5, II-A-6, II-A-8, I-X, II-X  AAA
    2003-23   IP, A-P, III-A-1, III-A-2, III-A-3         AAA
    2003-23   III-A-4. III-A-5, III-A-6, III-A-7         AAA
    2003-23   III-A-8, III-A-9, III-A-10, III-A-11       AAA
    2003-23   III-A-12, III-A-13, IV-A-1, V-A-1, VI-A-1  AAA
    2003-23   VII-A-1, VIII-A-1, VII-X, VIII-X, III-X    AAA
    2003-23   D-X, III-P, D-P                            AAA
    2003-23   C-B-1, D-B-1                               AA
    2003-23   D-B-2                                      A+
    2003-23   C-B-2 D-B-3                                A
    2003-23   D-B-4                                      BBB+
    2003-23   C-B-3                                      BBB
    2003-23   C-B-4, D-B-5                               BB
    2003-23   C-B-5                                      B
    2003-27   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
    2003-27   I-A-7, I-A-8, II-A-1, III-A-1, III-A-2     AAA
    2003-27   IV-A-1, IV-A-2, IV-A-3, IV-A-4, IV-A-5     AAA
    2003-27   IV-A-6, IV-A-7, IV-A-8, IV-A-9, IV-A-15    AAA
    2003-27   IV-A-16, IV-A-17, V-A-1, V-A-2, V-A-3      AAA
    2003-27   V-A-4, VI-A-1, VII-A-1, VIII-A-1, IX-A-1   AAA
    2003-27   II-X, IV-X, VI-X, C-X, D-X, II-P, IV-P     AAA
    2003-27   VI-P, A-P, D-P                             AAA
    2003-27   C-B-1, D-B-1                               AA
    2003-27   C-B-2, D-B-2                               A
    2003-27   D-B-3                                      BBB+
    2003-27   C-B-3                                      BBB-
    2003-27   C-B-4                                      BB
    2003-27   D-B-4                                      BB-
    2003-27   C-B-5                                      B
    2003-27   D-B-5                                      B-
    2003-AR2  I-A-1, II-A-1, III-A-1, IV-A-1, V-A-1      AAA
    2003-AR2  C-B-1                                      AA+
    2003-AR2  V-M-1                                      AA
    2003-AR2  V-M-2                                      A
    2003-AR2  C-B-5                                      B
    2003-AR5  I-A-1, I-A-2, II-A-1, II-A-2, II-A-3       AAA
    2003-AR5  III-A-1, I-X, II-X, C-B-1                  AAA
    2003-AR5  C-B-2                                      AA+
    2003-AR5  III-M-2                                    A
    2003-AR5  C-B-4                                      BBB
    2003-AR5  C-B-5                                      B+
    2003-AR9  I-A-1, I-A-2, I-A-3, II-A-1, II-A-2        AAA
    2003-AR9  III-A-1, C-B-1, I-X, II-X, AR              AAA
    2003-AR9  C-B-2                                      AA
    2003-AR9  III-M-2                                    A
    2003-AR9  C-B-4                                      BBB-
    2003-AR9  C-B-5                                      B+
    2003-AR12 I-A-1, I-A-2, II-A-1, II-A-2, II-A-3       AAA
    2003-AR12 III-A-1, IV-A-1, II-X, III-X-A-1           AAA
    2003-AR12 IV-M-1                                     AA
    2003-AR12 IV-M-2                                     A
    2003-AR12 C-B-4                                      BB
    2003-AR12 C-B-5                                      B
    2003-AR15 I-A-1, II-A-1, II-A-2, III-A-1, IV-A-1     AAA
    2003-AR15 II-X                                       AAA
    2003-AR15 IV-M-2                                     A
    2003-AR15 C-B-4                                      BB+
    2003-AR15 C-B-5                                      B
    2003-AR18 I-A-1, II-A-1, II-A-2, II-A-3, II-A-4      AAA
    2003-AR18 III-A-1, IV-A-1, II-X                      AAA
    2003-AR18 IV-M-2                                     A+
    2003-AR18 IV-M-3                                     A-
    2003-AR18 C-B-4                                      BBB-
    2003-AR18 C-B-5                                      B
    2003-AR20 I-A-1, II-A-1, II-A-2, II-A-3, II-A-4      AAA
    2003-AR20 II-X, III-A-1, IV-A-1                      AAA
    2003-AR20 C-B-1                                      AA+
    2003-AR20 IV-M-1                                     AA
    2003-AR20 C-B-2, IV-M-2                              A+
    2003-AR20 IV-M-3                                     A-
    2003-AR20 C-B-3                                      BBB+
    2003-AR20 C-B-4                                      BB+
    2003-AR20 C-B-5                                      B
    2003-AR22 I-A-1, II-A-3, II-A-4, II-A-5, III-A-1     AAA
    2003-AR22 IV-A-1, II-X                               AAA
    2003-AR22 C-B-1                                      AA
    2003-AR22 IV-M-2                                     A+
    2003-AR22 C-B-2                                      A
    2003-AR22 IV-M-3                                     A-
    2003-AR22 C-B-3                                      BBB
    2003-AR22 C-B-4                                      BB
    2003-AR22 C-B-5                                      B
    2003-AR24 I-A-1, II-A-4, III-A-1, IV-A-1             AAA
    2003-AR24 V-A-1, II-X, V-X, VI-A-1                   AAA
    2003-AR24 C-B-1                                      AA
    2003-AR24 VI-M-2                                     A+
    2003-AR24 C-B-2                                      A
    2003-AR24 VI-M-3                                     A-
    2003-AR24 C-B-3                                      BBB
    2003-AR24 C-B-4                                      BB
    2003-AR24 C-B-5                                      B
    2003-AR26 I-A-1, II-A-1, III-A-1, III-A-2, IV-A-1    AAA
    2003-AR26 V-A-1, VI-A-1, VII-A-1, VIII-A-1, III-X    AAA
    2003-AR26 IX-A-1, IX-A-2                             AAA
    2003-AR26 C-B-1                                      AA
    2003-AR26 IX-M-2                                     A+
    2003-AR26 C-B-2                                      A
    2003-AR26 IX-M-3                                     A-
    2003-AR26 C-B-3                                      BBB
    2003-AR26 C-B-4                                      BB
    2003-AR26 C-B-5                                      B
    2003-AR28 I-A-1, II-A-1, III-A-1, IV-A-1, V-A-1      AAA
    2003-AR28 VI-A-1                                     AAA
    2003-AR28 C-B-1                                      AA
    2003-AR28 VI-M-2                                     A+
    2003-AR28 C-B-2                                      A
    2003-AR28 VI-M-3                                     A-
    2003-AR28 C-B-3                                      BBB
    2003-AR28 C-B-4                                      BB
    2003-AR28 C-B-5                                      B
    2003-AR30 I-A-1, II-A-1, III-A-1, IV-A-1, V-A-1      AAA
    2003-AR30 VI-A-1, VI-A-2                             AAA
    2003-AR30 C-B-1                                      AA
    2003-AR30 C-B-2, VI-M-2                              A
    2003-AR30 C-B-3                                      BBB
    2003-AR30 C-B-4                                      BB
    2003-AR30 C-B-5                                      B
    2004-4    I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
    2004-4    I-A-7, I-A-8, I-A-9, I-A-10, I-A-11,I-A-12 AAA
    2004-4    I-A-13, I-A-14, I-A-15, II-A-1, II-A-2     AAA
    2004-4    II-A-3, II-A-4, II-A-5, II-A-6, II-A-7     AAA
    2004-4    II-A-8, II-A-9, II-A-10, II-A-11           AAA
    2004-4    III-A-1, III-A-2, III-A-3, III-A-4         AAA
    2004-4    III-A-5, III-A-6, III-A-7, III-A-8         AAA
    2004-4    III-A-9, III-A-10, III-A-11, A-P, A-X, I-X AAA
    2004-4    IV-A-1, V-A-1, V-A-2, V-A-3, V-A-4, D-X    AAA
    2004-4    C-B-1, D-B-1                               AA+
    2004-4    I-B-1, C-B-2, D-B-2                        AA
    2004-4    D-B-3                                      AA-
    2004-4    I-B-2, C-B-3, D-B-4                        A
    2004-4    D-B-5                                      BBB+
    2004-4    I-B-3, C-B-4                               BBB
    2004-4    D-B-6                                      BB+
    2004-4    I-B-4                                      BB
    2004-4    C-B-5                                      B+
    2004-4    I-B-5, D-B-7                               B-
    2004-AR1  I-A-1, II-A-1, III-A-1, IV-A-1, V-A-1      AAA
    2004-AR1  VI-A-1, VI-A-2, VI-A-4                     AAA
    2004-AR1  C-B-1                                      AA
    2004-AR1  VI-M-2, C-B-2                              A
    2004-AR1  C-B-3                                      BBB
    2004-AR1  C-B-4                                      BB
    2004-AR1  C-B-5                                      B
    2004-AR2  I-A-1, II-A-1, III-A-1, IV-A-1, V-A-1      AAA
    2004-AR2  VI-A-1, VI-A-3, VI-A-4                     AAA
    2004-AR2  C-B-1                                      AA
    2004-AR2  VI-M-2                                     A+
    2004-AR2  VI-M-3, C-B-2                              A
    2004-AR2  C-B-3                                      BBB
    2004-AR2  C-B-4                                      BB
    2004-AR2  C-B-5                                      B
    2004-AR3  IV-A-1, V-A-1, III-A-2, III-A-1, II-A-1    AAA
    2004-AR3  I-A-1, I-X, II-X, III-X, VI-A-1, VI-A-2    AAA
    2004-AR3  VI-A-3, VI-A-4                             AAA
    2004-AR3  C-B-1                                      AA
    2004-AR3  VI-M-1                                     AA
    2004-AR3  VI-M-2                                     A+
    2004-AR3  C-B-2                                      A
    2004-AR3  VI-M-3                                     A-
    2004-AR3  C-B-3                                      BBB
    2004-AR3  C-B-4                                      BB
    2004-AR3  C-B-5                                      B
    2004-AR4  I-A-1, II-A-1, II-A-2, III-A-1, IV-A-1     AAA
    2004-AR4  V-A-1, V-A-2, V-A-4, V-A-5                 AAA
    2004-AR4  I-X, II-X                                  AAA
    2004-AR4  V-M-1, C-B-1                               AA
    2004-AR4  V-M-2                                      A+
    2004-AR4  C-B-2                                      A
    2004-AR4  V-M-3                                      A-
    2004-AR4  C-B-3                                      BBB
    2004-AR4  C-B-4                                      BB
    2004-AR4  C-B-5                                      B
    2004-AR5  1-A-1, 2-A-1, 2-A-2, 2-X, 3-A-1, 4-A-1     AAA
    2004-AR5  5-A-1, 6-A-1, 7-A-1, 7-A-2, 7-A-3, 7-X     AAA
    2004-AR5  8-A-1, 9-A-1, 9-X, 10-A-1, 10-A-2, 11-A-1  AAA
    2004-AR5  11-A-2, A-IO                               AAA
    2004-AR5  C-B-1, I-B-1                               AA+
    2004-AR5  11-M-1                                     AA
    2004-AR5  C-B-2, I-B-2, 11-M-2                       A+
    2004-AR5  11-M-3                                     A-
    2004-AR5  I-B-3                                      BBB+
    2004-AR5  C-B-3                                      BBB
    2004-AR5  C-B-4                                      BB+
    2004-AR5  I-B-4                                      BB
    2004-AR5  C-B-5, I-B-5                               B
    2004-AR6  1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 5-A-2   AAA
    2004-AR6  6-A-1, 7-A-1, 8-A-1, 9-A-1, 9-A-2, 9-A-4   AAA
    2004-AR6  C-B-1, C-B-1X, 9-M-1                       AA
    2004-AR6  9-M-2                                      A+
    2004-AR6  C-B-2                                      A
    2004-AR6  9-M-3                                      A-
    2004-AR6  C-B-3                                      BBB
    2004-AR6  C-B-4                                      BB
    2004-AR6  C-B-5                                      B
    2004-AR7  1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1   AAA
    2004-AR7  6-A-2, 6-A-3, 6-A-4, 6-A-5                 AAA
    2004-AR7  C-B-1, C-B-1X, 6-M-1                       AA
    2004-AR7  C-B-2, 6-M-2                               A
    2004-AR7  6-M-3, 6-M-4                               BBB+
    2004-AR7  C-B-3                                      BBB-
    2004-AR7  C-B-4                                      BB
    2004-AR7  C-B-5                                      B
    2004-AR8  1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1   AAA
    2004-AR8  7-A-1, 8-A-1, 8-A-2, 8-A-3, 8-A-4, 8-A-5   AAA
    2004-AR8  8-A-6                                      AAA
    2004-AR8  C-B-1, C-B-1X, 8-M-1                       AA
    2004-AR8  8-M-2                                      A
    2004-AR8  C-B-2                                      A-
    2004-AR8  8-M-3, 8-M-4                               BBB+
    2004-AR8  C-B-3                                      BBB-
    2004-AR8  C-B-4                                      BB
    2004-AR8  C-B-5                                      B
    2004-FRE1 B-1, B-2                                   A-
    2004-FRE1 B-3                                        BBB+
    2004-FRE1 B-4                                        BBB
    2005-2    I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
    2005-2    I-A-7, I-A-8, I-A-9, I-A-10, I-X, II-A-1   AAA
    2005-2    II-A-2, III-A-1, III-A-2, IV-A-1, IV-A-2   AAA
    2005-2    IV-A-3, V-A-1, V-A-2, V-A-3, V-A-4, V-A-5  AAA
    2005-2    V-A-6, V-A-7, VI-A-1, A-P, C-X, D-X        AAA
    2005-2    C-B-1, D-B-1                               AA
    2005-2    C-B-2, D-B-2                               A
    2005-2    C-B-3, D-B-3                               BBB
    2005-2    C-B-4, D-B-4                               BB
    2005-2    C-B-5                                      B
    2005-3    I-A-1, II-A-1, III-A-1, III-A-2, III-A-3   AAA
    2005-3    III-A-4, III-A-5, III-A-6, III-A-7         AAA
    2005-3    III-A-8, III-A-9, III-A-10, III-A-11       AAA
    2005-3    III-A-12, III-A-13, III-A-14, III-A-15     AAA
    2005-3    III-A-16, III-A-17, III-A-18, III-A-19     AAA
    2005-3    III-A-20, III-A-21, III-A-22, III-A-23     AAA
    2005-3    III-A-24, III-A-25, III-A-26, III-A-27     AAA
    2005-3    III-A-28, III-A-29, III-A-30, III-A-31     AAA
    2005-3    III-A-32, III-A-33, III-A-34, PP, IV-A-1   AAA
    2005-3    V-A-1, V-A-2, VI-A-1, VI-A-2, VI-A-3       AAA
    2005-3    VI-A-4, VI-X, VII-A-1, VII-A-2, VII-A-3    AAA
    2005-3    VII-A-4, VII-A-5, A-P, A-X, C-X            AAA
    2005-3    D-B-1                                      AA
    2005-3    D-B-2                                      A
    2005-3    D-B-3                                      BBB
    2005-3    D-B-4                                      BB-
    2005-3    C-B-5                                      B
    2005-7    I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
    2005-7    I-A-7, I-A-8, I-A-9, I-A-10, I-A-11        AAA
    2005-7    I-A-12, I-X, A-P                           AAA
    2005-7    I-B-1                                      AA
    2005-7    I-B-2                                      A
    2005-7    I-B-3                                      BBB
    2005-7    I-B-4                                      BB
    2005-7    I-B-5                                      B
    2005-7    II-A-1, II-A-2, II-A-3, II-A-4, II-A-5     AAA
    2005-7    II-A-6, II-X, III-A-1, IV-A-1, IV-A-2      AAA
    2005-7    IV-A-3, V-A-1, VI-A-1, C-P, C-X            AAA
    2005-7    D-B-1                                      AA
    2005-7    C-B-2, D-B-2                               A
    2005-7    C-B-3, D-B-3                               BBB
    2005-7    C-B-4, D-B-4                               BB
    2005-7    C-B-5, D-B-5                               B


DELUXE CORPORATION: Moody's Rates $200 Million Senior Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Deluxe
Corporation's proposed $200 million senior unsecured unguaranteed
notes due 2015.  Moody's also affirmed Deluxe's Ba2 Corporate
Family rating and changed the rating outlook to stable from
negative due to the improved liquidity position and Moody's
expectation that improving revenue performance and savings
realized from the $150 million cost reduction program will
continue to stabilize earnings over the next 12-18 months.

Moody's believes the proceeds from the note offering and unused
capacity under the $500 million committed revolving credit
facilities will be sufficient to fund the $325 million October 1,
2007 note maturity and that Deluxe will maintain compliance with
the 3.0x EBIT-to-interest covenant in the credit facilities, which
should afford the company continued access to the revolving credit
lines.

Moody's took these rating actions:

Assignments:

Issuer: Deluxe Corporation

    * Senior Unsecured Regular Bond/Debenture, Assigned a Ba2
      LGD4-54

Outlook Actions:

Issuer: Deluxe Corporation

    * Outlook, Changed To Stable From Negative

Deluxe has reported progressively smaller revenue declines and
sequential margin improvement since Moody's assigned the negative
rating outlook in August 2006.  The small business services
segment (59% LTM 3/31/07 revenues) continues to grow at a moderate
2-3% rate and the deterioration in its check businesses have
lessened due to client retention and the acquisition of new
customers in the financial services segment (28% of revenue), and
increased marketing spending to recapture market share in the
direct-to-consumer check business.  Moody's believes the improving
revenue performance and savings anticipated through 2008 from the
$150 million cost reduction program will continue to provide more
earnings stability over the next 12-18 months.  Moody's
nevertheless remains concerned that revenue and cash flow is
vulnerable to declining check usage as a result of the ongoing
shift in financial transactions to electronic from paper-based
formats and that this business risk creates a high level of event
risk.  While these long-term risks remain and Deluxe will need to
demonstrate continued operating momentum, the company is utilizing
free cash flow conservatively to reduce debt.  Moody's believes
that debt-to-EBITDA leverage (3.1x LTM 3/31/07 incorporating
Moody's standard adjustments) will remain within the 3.75x level
expected at the Ba2 CFR over the next 12-18 months.

Deluxe initially plans to utilize the proceeds from the proposed
notes to repay its existing revolving credit lines ($44.6 million
outstanding at 3/31/07) and to increase cash.  Moody's anticipates
that Deluxe will temporarily operate with this excess cash balance
and then utilize the cash and revolver borrowings to fund the
October 2007 note at maturity.

The proposed notes are rated at the Ba2 CFR to reflect the senior
unsecured and unguaranteed status, which is the same priority as
the existing notes and credit facilities.  However, the new notes
have a more stringent covenant package than the existing notes.
In particular, the proposed notes would become guaranteed if
Deluxe were to issue guaranteed debt in the future and this would
create a priority position relative to the existing notes (issued
under the 1995 and 2003 indentures).  The proposed notes have a
change of control put at 101 that provides protection from a
leveraged buyout and the following provisions not present in the
1995 and 2003 indentures: (1) a carve-out for secured debt in an
amount equal to the existing credit facilities; (2) a requirement
to make a note purchase offer from asset sale proceeds not
reinvested within 365 days or utilized to pay down credit facility
borrowings; (3) cross default to a default on debt exceeding $50
million; and (4) a variable restricted payments basket (50% of net
income) that covers dividends and share repurchases, although
Deluxe could run a negative balance in the RP basket if the
dividend rate is not increased.  Aside from the carve-out for a
secured credit facility, the negative pledge is otherwise similar
to the existing 1995 and 2003 indentures wherein the negative
pledge is tripped if Deluxe issues debt secured by Principal
Properties (as defined) and stock of subsidiaries that exceeds 10%
of consolidated assets.

Deluxe Corporation, headquartered in St. Paul, Minnesota, uses
direct marketing, distributors and a North American sales force to
provide a wide range of customized products and services:
personalized printed items (checks, stationery, greeting cards,
labels, and packaging supplies), promotional products and
merchandising materials, fraud prevention services, and customer
retention programs.


DORAL FIN'L: Liquidity Needs in 2007 Cue PwC's Going Concern Doubt
------------------------------------------------------------------
PricewaterhouseCoopers LLP, in San Juan, Puerto Rico, raised
substantial doubt about Doral Financial Corporation's ability to
continue as a going concern after auditing the company's financial
statements as of Dec. 31, 2006, and 2005.  The auditing firm
reported that the company will need significant outside financing
to meet liquidity needs during 2007.  These needs, PwC added,
aroused primarily due the maturity of the company's $625 million
senior notes in July 2007.

Net loss for the year ended Dec. 31, 2006, was $223.9 million, as
compared with a net income of $13.2 million for the year ended
Dec. 31, 2005.  Total interest income for the year 2006 was
$821.9 million, a decrease by $125.9 million, from total interest
income of $947.8 million in 2005.

Net interest income for the year ended Dec. 31, 2006, decreased by
$79.2 million, as compared with 2005.  The decrease in net
interest income was principally due to continued compression of
the company's net interest spread and a reduction in the average
balance of the company's interest earnings assets.

At Dec. 31, 2006, Doral Financial's total assets were
$11.9 billion, as compared with $17.3 billion at Dec. 31, 2005.
Total liabilities were $11 billion at Dec. 31, 2006, as compared
with $16.1 billion at Dec. 31, 2005.  The company recorded total
stockholders' equity of $903.4 million as of Dec. 31, 2006.

Cash due from banks and total money market investments as of
Dec. 31, 2006, were $227.1 million and $918.7 million,
respectively.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e4c

                  Recapitalization of the Company

Doral Financial will need significant outside financing during
2007, principally for the payment of its $625 million floating
rate senior notes that mature on July 20, 2007, and of amounts
required under the settlement agreement dated April 27, 2007, in
respect of the consolidated securities class action and
shareholder derivative litigation brought against the Company
following the announcement of the restatement of its financial
statements in 2005.  The company currently estimates that these
external funding needs for 2007 will range between approximately
$700 million and $800 million, without considering the
distribution of any proceeds from the sale of Doral Bank NY's
branches.

Doral Financial is in active negotiations with a private equity
firm regarding a substantial investment in the company by a new
bank holding company.

                    Sale of New York Branches

On March 15, 2007, Doral Bank NY, Doral Financial's wholly owned
New York City-based thrift subsidiary, entered into a definitive
purchase and assumption agreement with New York Commercial Bank,
the commercial bank subsidiary of New York Community Bancorp.  New
York Commercial Bank agreed to acquire Doral Bank NY's 11 existing
branches in the New York City metropolitan area.  The sale of the
New York branches will allow Doral Financial to focus its efforts
on its well-capitalized, core Puerto Rico banking operations and
is expected to improve the holding company's liquidity.  Doral
Financial will retain Doral Bank NY's federal thrift charter and
initially intends to maintain an internet-based deposit gathering
operation as it evaluates other possible strategic business
opportunities on the U.S. mainland.

Pursuant to the terms of the agreement, New York Commercial Bank
will assume certain of Doral Bank NY's assets and liabilities,
including deposits of about $370 million.

               Class Action and Derivative Lawsuits

On April 27, 2007, Doral Financial entered into an agreement to
settle all claims in the consolidated securities class action and
shareholder derivative litigation filed against the company
following the announcement in April 2005, of the need to restate
its financial statements for the period of 2000 to 2004.  As a
result of this agreement, Doral Financial established a litigation
reserve and recorded a charge to its full-year financial results
for 2006 of $95 million.  This amount is included in the non-
interest expenses for the year ended Dec. 31, 2006.  The
settlement is subject to class notice and approval from the U.S.
District Court for the Southern District of New York.

                    About Doral Financial Corp.

Based in New York City, Doral Financial Corporation (NYSE: DRL) --
http://www.doralfinancial.com/-- is a diversified financial
services company engaged in mortgage banking, banking, investment
banking activities, institutional securities and insurance agency
operations.  Its activities are principally conducted in Puerto
Rico and in the New York City metropolitan area.  Doral is the
parent company of Doral Bank, a Puerto Rico based commercial bank,
Doral Securities, a Puerto Rico based investment banking and
institutional brokerage firm, Doral Insurance Agency Inc. and
Doral Bank FSB, a federal savings bank based in New York City.

                          *     *     *

Standard & Poor's Ratings Services placed its 'B' long-term
counterparty credit rating on Doral Financial Corp. on CreditWatch
Developing.  The rating action follows Doral's announcement that
it has entered into an agreement to settle all claims in the
consolidated securities class action and shareholder derivative
litigation stemming from its accounting restatement.


DRIVETIME AUTOMOTIVE: Solid Earnings Cue S&P to Lift Ratings to B+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on DriveTime Automotive Group Inc. and
its affiliate DT Acceptance Corp. to 'B+' from 'B'.  At the same
time, S&P raised its senior unsecured debt rating on the company
to 'B' from 'B-'. The outlook is stable.

"This rating action is based on DriveTime's strong niche position
in the fragmented used vehicle market, and its solid earnings and
capitalization," said Standard & Poor's credit analyst
Rian M. Pressman, CFA.  DriveTime owns and operates the largest
chain of used automobile dealerships in the U.S. that caters to
subprime customers.  It offers credit-challenged consumers options
for financing a vehicle that typically would not be obtainable
from most franchises or independent used automobile dealers.

The stable outlook is based on S&P's expectation that DriveTime
will continue to perform at its current level as reflected by
improved credit quality and profitability, while maintaining
acceptable leverage.  Downward ratings movement may occur if there
is a marked deterioration in any of the aforementioned ratings
factors.  Upward ratings movement is severely limited by the
company's focus on deep subprime consumers and its reliance on the
ABS markets for funding.


EAST LANE: A.M. Best Places BB- Rating on $115 Million Notes
------------------------------------------------------------
A.M. Best Co. has assigned debt ratings of "bb" to the $135
million Series A 2007-I variable rate notes and "bb-" to the $115
million Series B 2007-I variable rate notes, both due May 2011,
issued by East Lane Re Ltd., a newly created Cayman Islands
exempted special purpose company licensed as a Class B insurer in
the Cayman Islands.  The notes are the first series to be issued
under the issuer's variable rate note program and in the future,
additional notes may be issued under this program.  The outlook
for both ratings is stable.

The business conducted by the issuer will be limited, consisting
solely of the issuance of one or more series of the notes; the
servicing of the various agreements entered into between the
issuer and other parties, including the reinsurance agreements
between the issuer and Chubb Group of Insurance Companies (the
ceding insurer) [NYSE: CB]; the swap agreement between the issuer
and Goldman Sachs International (the swap counterparty); and other
related agreements and activities.

Under the reinsurance agreements, the issuer will provide the
ceding insurer with up to $250 million of aggregate indemnity
protection over a four year period beginning May 1, 2007, when
losses covering residential property caused by individual
northeast hurricanes meet or exceed a pre-established attachment
point.  In exchange for receiving the multi-year reinsurance
coverage, the ceding insurer will make periodic premium payments
to the issuer.  The reinsurance attachment point, exhaustion
point, layer and insurance percentage (collectively, the reset
output) will be re-calculated on November 1 of 2007, 2008 and
2009, using updated portfolio data as of September 1 of 2007, 2008
and 2009.

Proceeds from the issuance of each series of notes will be
deposited into separate reinsurance trust accounts and will be
available to satisfy obligations of the issuer.  This includes
loss payments required to be made by the issuer to the ceding
insurer under the reinsurance agreements, amounts owed to the swap
counterparty and payments in respect of the notes issued under an
indenture between the issuer and The Bank of New York, the
indenture trustee.  All funds in the reinsurance trust accounts
will be invested in accordance with the investment guidelines
specified in the reinsurance trust agreements.  The notes are with
limited recourse to certain assets of the issuer and without
recourse to the ceding insurer and its affiliates.

The assigned ratings represent A.M. Best's opinion as to the
issuer's ability to meet its financial obligations to security
holders when due.  The ratings take into consideration a multitude
of factors including the annualized near-term modeled attachment
probability (i.e. the first dollar of loss) of 1.13% for Series A
notes and 1.52% for Series B notes as provided by AIR Worldwide
Corporation, the modeling and reset agent involved in the
transaction, and a review of the structure and the legal
documentation surrounding the structure.  In addition, the ratings
take into consideration an assessment of the ceding insurer's
ability to make periodic payments (reinsurance premium and swap
spread) to the issuer and the swap counterparty's ability to meet
its obligations under the swap agreement.

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


EDISON MISSION: Moody's Holds Corporate Family Rating at Ba3
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Edison Mission
Energy, including the company's Corporate Family Rating at Ba3,
its Probability of Default Rating at Ba3, its senior unsecured
rating at B1, and its Speculative Grade Liquidity Rating at SGL-2.
The rating affirmation follows the company's successful tender for
three different series of securities issued by EME and certain
affiliates which in the aggregate approximate $2.4 billion, and
intention to prepay and permanently retire a $328 million secured
term loan at Midwest Generation, LLC (MWG), an EME subsidiary.

EME's rating outlook is stable.

In a related transaction, Moody's has assigned a B1 senior
unsecured rating to EME's planned issuance of $2.7 billion of
senior unsecured notes, which along with cash on hand, will be
used to finance the aforementioned tender offers and term loan
prepayment.  Also, Moody's has assigned a Baa3 bank loan rating to
a new five year $500 million secured revolving credit facility at
MWG.  In conjunction with the tender offer and related
refinancing, Moody's has placed the senior secured pass-through
certificates of MWG under review for possible upgrade.

The rating affirmation reflects the expected continuation of
strong financial performance and cash flow generation in 2007 and
the next few years due to forward hedges entered into at EME
subsidiaries, MWG and Homer City Generating Station (Homer City).
EME's adjusted cash flow (CFO pre-W/C) to adjusted debt averaged
slightly less than 12% for 2005 and 2006.  While the proposed
refinancing will effectively move $800 million of debt previously
issued by EME's parent, Mission Energy Holding Company to EME, the
company's projected credit metrics are expected to remain in line
with other independent power companies whose Corporate Family
Rating is in the Ba range.  Cash flow (CFO pre-W/C) to adjusted
debt is expected to be comfortably above 10% at EME over the next
several years under most reasonable scenarios.

The rating affirmation factors in the benefits of the proposed
recapitalization including a more streamlined capital structure,
an extension of EME debt maturities beyond 2017, and greater
financial flexibility.  The degree of financial flexibility is
particularly relevant for MWG, which has substantial future
environmental capital commitments, and whose funded debt will be
reduced by more than $1.3 billion following the completion of this
transaction.  Additionally, the refinancing will assist in MWG's
hedging activities with the elimination of the first and second
lien funded debt and the establishment of a new secured revolving
credit facility which will enable the company to offer first lien
collateral to hedge counterparties thereby enhancing liquidity.
The rating affirmation further considers EME's moderate risk
growth strategy which is heavily weighted towards investments in
several wind projects throughout the country.

The review for possible upgrade of MWG's secured pass-through
certificates considers the effect of the recapitalization at MWG
which shifts more than $1.3 billion of debt from MWG to the EME
holding company level.  Given the relative predictability of MWG's
cash flows and the substantially reduced level of funded MWG debt,
the standalone credit profile of this subsidiary should improve.

Moody's affirmation of EME's Speculative Grade Liquidity rating of
SGL-2 reflects a good liquidity profile.  The rating considers the
substantial cash balances at EME and its subsidiaries of $1.8
billion at December 31, 2006, of which $1.5 billion was at the EME
holding company level.  While 2007 cash flows are expected to be
relatively stable, based upon hedges entered into at MWG and at
Homer City, EME's capital expenditures for 2007 are expected to
exceed $700 million due principally to forward commitments related
to wind-related investments.  As such, the company is not expected
to be cash flow positive during 2007 and is likely to utilize a
portion of the company's cash balances for capital investment.
Moody's expects 2008 cash flows to increase due to the completion
of several large wind projects which should begin to provide
contracted cash flow plus associated cash flow from the
monetization of related Production Tax Credits.  The SGL rating
considers EME's expected access of up to $1.1 billion of
additional liquidity, of which $600 million will be provided at
the EME level and $500 million at MWG.  Both EME and MWG remain
comfortably in compliance with the covenants in each of their
respective credit facilities.  While the amount of liquidity, both
in terms of internal cash flow, cash on hand, and access to credit
is material, collateral requirements associated with hedges could
negatively impact EME's liquidity over the course of any year.

EME's stable outlook factors in a continuation of steadily
improving cash flows for the next few years due to an active
hedging program that should continue to produce positive margins
for EME's fleet of well-placed coal-fired electric generation.
The stable rating outlook further considers the company's plans
for internal growth including its planned investment in wind
generation, which when completed, will provide another source of
fairly predictable cash flows for EME.  In light of the company's
substantial capital investment program and management's use of
leverage to finance such growth, limited prospects exist for EME's
Corporate Family Rating to be upgraded in the short-term.  Longer
term, EME's Corporate Family Rating could be upgraded if the
company maintains a balanced forward hedging strategy which when
combined with cash flows generated by its wind portfolio produces
an adjusted cash flow (CFO pre W/C) to adjusted debt that exceeds
14% to 16% on a sustainable basis.  EME's ratings could be
downgraded if there is a prolonged outage at several units at MWG
or at Homer City, or if new requirements for environmental capital
expenditures at both subsidiaries result in substantially higher
debt levels causing EME's cash flow (CFO pre W/C) to adjusted debt
to drop below 10% on a sustainable basis.

Ratings affirmed:

Edison Mission Energy

    * Corporate Family Rating -- Ba3
    * Probability of Default Rating --Ba3
    * Speculative Grade Liquidity Rating -- SGL-2
    * Ratings affirmed/LGD assessments revised:

Edison Mission Energy

    * Senior unsecured notes at B1 (LGD4, 64%) from (LGD5, 72%)

Ratings assigned:

Edison Mission Energy

    * $2.7 billion of new senior unsecured notes, B1 (LGD4, 64%)

Midwest Generation, LLC:

    * $500 million first lien revolving credit facility due 2012,
       Baa3 (LGD1, 8%)

Ratings placed under review for possible upgrade:

Midwest Generation, LLC

    * $1.02 billion (originally $1.1 billion) senior secured
    * pass-through certificates due 2009 and 2016, rated Ba2

Headquartered in Irvine, California, Edison Mission Energy is an
independent power production company, which is indirectly wholly-
owned by Edison Mission Group.  EMG is wholly-owned by Edison
International.


EDISON INT'L: Reports Results on Cash Offering & Solicitation
-------------------------------------------------------------
Edison International disclosed the results of three cash tender
offers and consent solicitations by its Edison Mission Group
subsidiary companies.  The tender offers and consent solicitations
are:

   i. Edison Mission Energy's outstanding 7.73% Senior Notes due
      June 15, 2009;

  ii. Midwest Generation LLC's outstanding 8.75% Second Priority
      Senior Secured Notes due 2034; and

iii. Mission Energy Holding Company's outstanding 13.50% Senior
      Secured Notes due 2008.

EME had received as of 5:00 p.m., New York City time, April 30,
2007, tenders and consents for $587,034,000 in aggregate principal
amount of the EME Notes, representing 97.84% of the outstanding
EME Notes, MWG had received tenders and consents for $999,800,000
in aggregate principal amount of the MWG Notes, representing
99.98% of the outstanding MWG Notes and MEHC had received tenders
and consents for $795,679,000 in aggregate principal amount of the
MEHC Notes, representing 99.47% of the outstanding MEHC Notes.

Accordingly, the requisite consents to adopt the proposed
amendments to the indentures pursuant to which the Notes were
issued have been received, and in the case of MEHC and MWG,
the requisite consents to release the security interests in
the collateral securing the MEHC Notes and the MWG Notes,
respectively, have been received and supplemental indentures
to effect the proposed amendments and collateral release, as
applicable, have been executed.  The proposed amendments, which
will eliminate substantially all the restrictive covenants,
eliminate or modify certain events of default and eliminate or
modify related provisions contained in each indenture, and
collateral release, as applicable, will become operative when
the respective tendered Notes are accepted for purchase by EME,
MWG and MEHC.

The tender offer and consent solicitation remains open and is
scheduled to expire at 9:00 a.m., New York City time, on May 15,
2007, unless extended.

Holders who validly tendered their Notes and delivered their
consents prior to the Consent Date will receive the total
consideration, as described in the respective Statement of EME,
MWG and MEHC.  The total consideration in each case includes a
cash consent payment of $30 per $1,000 principal amount of Notes
validly tendered.

Holders who tender their Notes and deliver their consents after
the Consent Date, but prior to the Expiration Date, will receive
the tender offer consideration, which consists of the total
consideration less the cash consent payment of $30 per $1,000
principal amount of tendered Notes. Holders of Notes validly
tendered prior to the Expiration Date will also receive accrued
and unpaid interest on their tendered Notes up to, but not
including, the Early Payment Date or the Final Payment Date,
as the case may be.

The total consideration and tender offer consideration for
the Notes was determined as described in the Statements as of
2:00 p.m., New York City time, on April 30, 2007.  Withdrawal and
revocation rights with respect to tendered Notes and delivered
consents expired as of 5:00 p.m., New York City time, on April 30,
2007.  Accordingly, holders may no longer withdraw any Notes
previously or hereafter tendered or revoke any consents previously
or hereafter delivered, except in the limited circumstances
described in the Statements.

The tender offers and consent solicitations are subject to the
satisfaction of certain conditions, including EME's receipt of
sufficient funds from its issuance of senior unsecured notes, on
terms satisfactory to EME.  No assurance can be given that such
new financings will be completed in a timely manner or at all.

                   About Edison International

Headquartered in Rosemead, California Edison International
-- http://www.edison.com/-- is a public utility primarily engaged
in the business of supplying electric energy to a 50,000-square-
mile area of central, coastal and southern California, excluding
the City of Los Angeles and certain other cities.


EPICOR SOFTWARE: Plans to Offer $200MM of Convertible Senior Notes
------------------------------------------------------------------
Epicor Software Corporation intends to offer, subject to market
conditions and other factors, $200 million aggregate principal
amount of convertible senior notes due 2027 pursuant to an
effective registration statement filed with the Securities and
Exchange Commission.

As part of the offering, the company intends to grant the
underwriters a 30-day option to purchase up to an additional $30
million aggregate principal amount of the notes solely to
cover overallotments, if any.  The notes will be unsecured.  The
offering price, interest rate, conversion rate and circumstances
in which a holder may convert its notes and other terms will be
determined by negotiations between the company and the
underwriters.

Epicor intends to use the net proceeds from the offering to repay
in full the company's term loan outstanding under its credit
facility.  The balance of the net proceeds, if any, will be used
for working capital, capital expenditures and other general
corporate purposes, which may include funding acquisitions of
businesses, technologies or product lines, although Epicor
currently has no commitments or agreements for any such
specific acquisition.  Epicor may also use a portion of the
remaining net proceeds to repurchase outstanding shares of its
common stock following the completion of the offering.

Subject to the final terms of the offering and assuming the
repayment of its outstanding term loan, Epicor expects the
offering to be accretive to its fiscal 2007 earnings per diluted
share.

UBS Investment Bank and Lehman Brothers will act as joint book-
running managers for the offering.  Cowen and Company, Needham &
Company, and Piper Jaffray are serving as co-managers for the
offering.

The issuer has filed a registration statement, including a
prospectus dated May 1, 2007 and a preliminary prospectus
supplement dated May 1, 2007 with the SEC for the offering and
will file with the SEC a final prospectus supplement for such
offering.

Copies of the prospectus and preliminary prospectus supplement
relating to the offering may also be obtained from:

   -- UBS Securities LLC
      Attention: Prospectus Department
      299 Park Avenue,
      New York, New York 10171
      Tel: (212) 821 3000; or

   -- Lehman Brothers
      c/o Broadridge
      1155 Long Island Avenue
      Edgewood, NY 11717
      Fax: (631) 254-7268

                 About Epicor Software Corporation

Headquartered in Irvine, California, Epicor Software Corporation
(Nasdaq: EPIC) -- http://www.epicor.com/-- is dedicated to
providing integrated enterprise resource planning, customer
relationship management and supply chain management software
solutions to midmarket companies around the world.  Founded in
1984, the company serves over 20,000 customers in more than 140
countries, providing solutions in over 30 languages.  The company
leverages innovative technologies like Web services in developing
end-to-end, industry-specific solutions for manufacturing,
distribution, enterprise service automation, retail and
hospitality that enable companies to immediately drive efficiency
throughout business operations and build competitive advantage.
With the scalability and flexibility to support long-term growth,
Epicor's solutions are complemented by a full range of services,
providing a single point of accountability to promote rapid return
on investment and low total cost of ownership.

Epicor is a registered trademark of Epicor Software Corporation.
Other trademarks referenced are the property of their respective
owners.

                          *     *     *

As reported in the Troubled Company Reporter on April 23, 2007,
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.


EURAMAX INT'L: Weak Performance Cues S&P's Negative Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Norcross, Georgia-based industrial manufacturer Euramax
International Inc. to negative from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'B' corporate credit rating.  The company
has total balance sheet debt of around $670 million.

"The outlook revision reflects the company's weakened performance
due to challenging market conditions in the domestic recreational
vehicle and residential housing markets," said Standard & Poor's
credit analyst Dan Picciotto.  "Operating margins remain below
peak 2004 levels and could experience some pressure given the
weaker market conditions."


FEDERAL-MOGUL: Creditors Vote to Accept Fourth Amended Plan
-----------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates' balloting
agent, The Garden City Group, Inc., delivered to the United States
Bankruptcy Court for the District of Delaware on May 1, 2007, a
summary of the ballots cast on the Debtors' Fourth Amended Joint
Plan of Reorganization.

Jeffrey S. Stein, vice president of The Garden City Group,
discloses that majority of the Voting Classes voted to accept the
Fourth Amended Plan.

Among the Classes that fully support the Plan are:

   Voting Class                       No. of Votes   Vote Value
   ------------                       ------------   ----------
   1B, FMC - Bank Claims                     68    $1,073,788,242

   1L, FMC - Affiliate Claims                26     1,093,536,678

   25L, F-M Global - Affiliate Claims         2     1,802,613,599

   11J, F-M Sealing Systems (Slough)
      - Asbestos PI Claims               13,083       146,663,204

   12J, F-M Friction Products
      - Asbestos PI Claims               18,064       222,489,896

   13J, F-M Mogul Sealing Systems
      (Rochdale) - Asbestos PI Claims    12,700       141,906,215

   83J, Washington Chemical
      - Asbestos PI Claims               17,944       210,069,522

Among the Voting Classes where more than 5% of its members voted
against the Plan are:

                                           Share of
                                         Disapproving
   Voting Class                              Votes     Vote Value
   ------------                          ------------  ----------
   15H, F-M Bradford - Unsecured Claims       6.81%           $3
   16H, F-M Camshafts - Unsecured Claims      5.26%        3,412
   19H, TBA Industrial - Unsecured Claims    14.28%        1,265
   32H, T&N Industries - Unsecured Claims    20.00%       12,826
   40H, F-M Bridgewater - Unsecured Claims    6.25%          635
   69H, J.W. Roberts - Unsecured Claims      96.61%      407,454

A two-page Ballot Summary for Class 5J-1, broken down by disease,
is available for free at http://ResearchArchives.com/t/s?1e64

A 63-page list of the Ballot Summary for the other Voting Classes
is available for free at http://ResearchArchives.com/t/s?1e65

As previously approved by the Court, votes cast to accept or
reject the Third Amended Joint Plan of Reorganization by Classes
A, B, D, F, H, L, M, N and O were counted for purposes of
computing the acceptance or rejection of the Fourth Amended Plan.

Votes cast to accept or reject the Third Amended Plan by Classes
C, H-UK, I, and J were also counted for purposes of computing
acceptance or rejection of the Fourth Amended Plan except to the
extent that those votes were changed by the claimholders in
connection with the solicitation of the Fourth Amended Plan.

Garden City identified around 415 Ballots that were invalid and
not counted for the approval or rejection of the Plan.

                  Plan Proponents Seek Protection
                   from Plan-Related Depositions

The Debtors, the Official Committee of Asbestos Claimants, the
Legal Representative for Future Asbestos Claimants, and Cooper
Industries, LLC, seek a protective order precluding certain
deposition notices served by, among others, Mt. McKinley
Insurance Company and PepsiAmericas, Inc.

The Deposition Notices seek to discover, among others, the
fairness of the Fourth Amended Plan, the Plan's compliance with
the requirements under Section 1129 of the Bankruptcy Code, the
Debtors' assets and liabilities, and facts underlying the Plan.

The Deposition Notices are harassing, unduly burdensome, and a
transparent attempt to delay confirmation of the Plan, the
Debtors complain.

The Plan is insurance neutral and preserves the rights of the
Propounding Parties, the Plan Proponents maintain.

In response, the Propounding Parties assert that they are
parties-in-interest and have standing to conduct the Depositions
pursuant to Sections 1128(b) and 1109(b) of the Bankruptcy Code.

The Propounding Parties ask the Court to compel the Plan
Proponents to provide supplemental responses that fully address
their discovery requests.

Subsequently, at the Court's direction, Mt. McKinley and
PepsiAmericas conferred with the Plan Proponents and the Pneumo
Protected Parties, and agreed to narrow the issues they raised in
their request for complete responses to their Discovery Requests.

Nevertheless, Mt. McKinley urges the Court to compel the Plan
Proponents to produce all documents and communications addressing
"insurance neutrality."

                       About Federal-Mogul

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some $6 billion.  Federal-Mogul also has
operations in Mexico and the Asia Pacific Region, which includes,
Malaysia, Australia, China, India, Japan, Korea, and Thailand.

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  They then submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The confirmation hearing is set for June 8, 2007.
(Federal-Mogul Bankruptcy News, Issue No. 135; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FRENCH LOOK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: French Look II, Inc.
        P.O. Box 560128
        The Colony, TX 75056

Bankruptcy Case No.: 07-41936

Chapter 11 Petition Date: May 1, 2007

Court: Northern District of Texas (Fort Worth)

Judge: Russell F. Nelms

Debtor's Counsel: St. Clair Newbern, III, Esq.
                  St. Clair Newbern, III, P.C.
                  1701 River Run, Suite 1000
                  Fort Worth, TX 76107
                  Tel: (817) 870-2647
                  Fax: (817) 335-8658

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


FLAGSHIP CLO: S&P Withdraws BB Rating on Class E Notes
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B, C, D-1, D-2, D-3, and E notes issued by Flagship CLO
II, a cash flow arbitrage high-yield CLO transaction.

The rating withdrawals follow the full redemption of the notes on
Feb. 23, 2007, on the direction of the holders of a majority of
the preference shares to redeem the securities, in whole, pursuant
to section 9.1(a)(ii) of the indenture.


                        Ratings Withdrawn

                        Flagship CLO II

                    Rating                Balance
                    ------                -------
         Class   To     From      Current       Original
         ------  --     ----      -------       --------
           A     NR     AAA        $0.00       $275,000,000
           B     NR     AA         $0.00        $32,000,000
           C     NR     A-         $0.00        $15,000,000
           D-1   NR     BBB        $0.00         $8,750,000
           D-2   NR     BBB        $0.00         $9,650,000
           D-3   NR     BBB        $0.00        $16,600,000
           E     NR     BB         $0.00        $10,000,000

                            * NR-Not rated.


GINN-LA CS: Cash Flow Deficit Cues S&P to Junk Loan Rating
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
ratings assigned to Ginn-LA CS Borrower LLC and Ginn-LA Conduit
Lender Inc. to 'B-' from 'B+'.  Concurrently, the ratings on the
first-lien loans were lowered to 'B-' from 'BB' and the ratings on
the second-lien loans were lowered to 'CCC+' from 'BB-'.  All of
the ratings remain on CreditWatch, where they were placed with
negative implications March 27, 2007.

"The downgrades reflect a cash flow deficit and liquidity
pressures arising from a much sharper-than expected contraction in
demand for home sites within the borrowers' luxury resort and
second-home communities," said credit analyst James Fielding.
"Over the past several months, sales trends have weakened
materially while contract cancellations have increased well above
historical levels.  The lowered issuer credit ratings acknowledge
current compliance with financial covenants governing the
borrowers' credit facilities, while the CreditWatch listings
recognize the heightened liquidity concerns, as well as
uncertainties related to the general housing downturn and the
borrowers' delayed delivery of audited financial statements."

The ratings remain on CreditWatch with negative implications
because of immediate liquidity concerns and longer-term
uncertainty regarding the timing of a recovery in the
discretionary luxury resort and second-home niche, particularly in
oversupplied Florida housing markets.  The ratings could stabilize
if the borrowers comply with filing requirements, obtain agreement
with the restructuring plan, remediate liquidity issues, and the
market conditions demonstrate signs of a sustainable improvement.
If these conditions are not met, the ratings will remain on
CreditWatch negative or S&P will lower the ratings further.


GMAC COMMERCIAL: Fitch Holds Low-B Ratings on 3 Class Certificates
------------------------------------------------------------------
Fitch Ratings upgrades seven classes of GMAC Commercial Mortgage
Securities, Inc.'s commercial mortgage pass-through certificates,
series 2003-C2, as:

    -- $16.1 million class E to 'AAA' from 'AA+';
    -- $21 million class F to 'AA+' from 'AA-';
    -- $11.3 million class G to 'AA' from 'A+';
    -- $16.1 million class H to 'A' from 'A-';
    -- $21 million class J to 'BBB+' from 'BBB';
    -- $8.1 million class K to 'BBB' from 'BBB-';
    -- $8.1 million class L to 'BBB-' from ' BB+'.

In addition, Fitch affirms the ratings on these classes:

    -- $516.6 million class A-1 at 'AAA';
    -- $471.6 million class A-2 at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA';
    -- $40.3 million class B at 'AAA';
    -- $16.1 million class C at 'AAA';
    -- $30.7 million class D at 'AAA';
    -- $9.7 million class M at 'B+';
    -- $4.8 million class N at 'B';
    -- $4.8 million class O at 'B-'.

Fitch does not rate the $21 million class P certificates.

The rating upgrades are the result of 13% additional defeasance
since the last Fitch rating action.  In total 18 loans (33.5%)
have defeased, including four (17.1%) of the top 10 loans in the
pool.  As of the April 2007 distribution date, the pool has paid
down 5.7% to $1.22 billion from $1.29 billion at issuance.

Fitch reviewed the credit assessments of the DDR Portfolio (3.7%)
and the Boulevard Mall (3.8%); the John Hancock Tower (6.2%), the
largest loan in the pool and also a credit assessed loan, has
fully defeased.

The DDR Portfolio (3.7%) is secured by ten retail properties
totaling 2.9 million square feet (sf) located across eight states.
The whole loan consists of three pari passu notes, with only one
note included in the trust.  The servicer-provided year-end 2006
debt service coverage ratio based on net operating income was 2.43
times (x) compared to 2.34x at issuance.  Occupancy was 96.6% up
from 92.6% at issuance.

The Boulevard Mall is a 1.2 million sf regional mall in Las Vegas,
NV, of which 587,170 sf serve as collateral for the loan.  The
Boulevard Mall whole loan consists of two pari passu notes and a
junior note, with only the A-2 pari passu note included in the
trust.  The year-end 2006 servicer-provided DSCR based on NOI for
the senior notes was 2.56x compared to 2.86x at issuance.
Occupancy increased slightly to 96.4% from 92.6% at issuance.

The third (3.8%) largest loan in the pool, a 420-unit multifamily
property in Novi, Michigan, is a Fitch loan of concern.  The
servicer-provided third quarter 2006 DSCR based on NOI was 0.79x
and occupancy was 63%, a decline from the issuance DSCR of 1.46x
and occupancy of 88%.

Currently one loan is in special servicing (0.85%) due to a
decline in occupancy from 100% at issuance to the current level of
30%.  The office property is located in Montgomery, Alabama, and
the special servicer is working with the borrower to resolve the
performance concerns.


GMAC LLC: Posts Net Loss of $305 Million in Qtr Ended March 31
--------------------------------------------------------------
GMAC LLC reported a net loss for the first quarter of 2007 of
$305 million, compared to net income of $495 million for the first
quarter of 2006.  The first quarter results reflect strong
performance in GMAC's global automotive finance and insurance
businesses; however, this performance was more than offset by a
significant loss at Residential Capital LLC due to continued
pressures in the U.S. mortgage market.

GMAC's first quarter net income generated by auto finance,
insurance and other operations - excluding Residential Capital LLC
- amounted to $605 million, more than twice the earnings generated
by these same operations in the first quarter of 2006.
Residential Capital LLC, however, incurred a net loss of
$910 million in the first quarter this year, driving a
consolidated net loss at GMAC of $305 million.

Amid the sharp downturn in the U.S. mortgage market, many of
Residential Capital's nonprime assets were liquidated at a loss or
marked substantially lower to reflect the severe illiquidity and
depressed valuations in the prevailing market environment.  In
addition, substantial incremental reserves were established during
the quarter against various nonprime loans on the balance sheet.

"In light of the major setback incurred by ResCap, we have already
undertaken measures to significantly mitigate risk.  ResCap has
reduced its nonprime mortgage asset portfolio, decreased its
warehouse lending against nonprime collateral, and sharply
curtailed its new domestic nonprime loan production," said GMAC's
chief executive officer Eric Feldstein.  "As a result, ResCap
should be far less vulnerable to further adverse developments in
the nonprime space.

"Meanwhile, we are pleased with the increased earnings in the
first quarter at our auto finance and insurance units, which were
able to partially offset the large earnings decline at ResCap,"
Feldstein said.  "Underlying operating trends in the auto finance
and insurance businesses show signs of continued strength.  Credit
losses remain near historical lows; auto lease residual
performance remains positive; and strong insurance underwriting
profitability continues to be underpinned by a favorable trend in
loss levels and a very competitive combined ratio."

                            Liquidity

GMAC and ResCap both maintained ample liquidity through the first
quarter.  GMAC's consolidated cash and marketable securities
totaled $12.8 billion as of March 31, 2007, down from
$18.3 billion on Dec. 31, 2006.  This decrease stems largely from
GMAC's repayment of significant debt maturities in the first
quarter.

GMAC successfully completed more than $11 billion of funding in
the first quarter.  In addition, the company established a
$6 billion bridge funding facility to provide added liquidity
protection for wholesale auto finance securitizations.

Of GMAC's consolidated cash and marketable securities position,
ResCap held $2.6 billion at the end of the first quarter, up from
$2 billion at year-end 2006.  To further enhance its liquidity
position, ResCap executed $2.2 billion in new committed funding
facilities during the first quarter this year.

                          About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and currently
employs about 31,000 people worldwide.  At Dec. 31, 2006, GMAC
held more than $287 billion in assets and earned net income for
2006 of $2.1 billion on net revenue of $18.2 billion.

                          *     *     *

As reported in the Troubled Company Reporter on March 19, 2007,
Standard & Poor's Ratings Services affirmed its 'BB+/B-1' ratings
on GMAC LLC.  The outlook remains developing.

At the same time, S&P affirmed its ratings on GMAC's 100%-owned
subsidiary, Residential Capital LLC (ResCap; BBB/A-3).  ResCap's
outlook remains negative.


GOLDEN NUGGET: Commences Offer to Buy $155MM of Senior Sec. Notes
-----------------------------------------------------------------
Golden Nugget Inc. commenced a cash tender offer to purchase any
and all of the $155 million outstanding aggregate principal amount
of its 8.75% Senior Secured Notes due 2011.

In connection with the tender offer, Golden Nugget is soliciting
consents to effect certain proposed amendments to the indenture
governing the Notes.  The tender offer and consent solicitation
are made pursuant to an Offer to Purchase and Consent Solicitation
Statement dated May 1, 2007, and a related Consent and Letter of
Transmittal, which more fully set forth the terms and conditions
of the tender offer and consent solicitation.

The tender offer will expire at midnight, New York City time, on
May 29, 2007, unless terminated or extended.  Tendered Notes may
be withdrawn and consents may be revoked at any time prior to the
execution of the supplemental indenture containing the proposed
amendments.

The Total Consideration to be paid for each $1,000 principal
amount of Notes validly tendered and accepted for purchase will be
determined using a yield equal to a fixed spread of 50 basis
points plus the bid-side yield to maturity of the 4.25% U.S.
Treasury Note due Nov. 30, 2007.  The pricing of the Total
Consideration is expected to occur at 2:00 p.m., New York City
time, on May 14, 2007.  The Total Consideration includes a consent
payment of $30 per $1,000 principal amount of Notes.

Holders who validly tender, and do not withdraw, their Notes and
validly deliver their consents on or prior to 5:00 p.m., New York
City time, on May 14, 2007, unless extended, and whose Notes are
accepted for purchase, will be eligible to receive the
Total Consideration.  Holders who validly tender, and do not
withdraw, their Notes after the Consent Payment Deadline but on or
before the Expiration Date will be eligible to receive the Tender
Offer Consideration, which is the Total Consideration less the
Consent Payment.

In each case, holders who validly tender, and do not withdraw,
their Notes will receive accrued and unpaid interest to, but not
including, the payment date in connection with the tender offer,
which is expected to occur promptly following the Expiration Date.

The tender offer is conditioned upon:

   (a) the receipt of tendered Notes from the holders of at least
       a majority of the aggregate principal amount of the Notes
       outstanding;

   (b) the receipt of the requisite consents to the proposed
       amendments and execution of a supplemental indenture
       containing the proposed amendments;

   (c) the refinancing of Golden Nugget's existing senior secured
       credit facility, which is expected to include a new first
       lien senior secured credit facility of up to $380 million
       and a new second lien senior secured term loan facility of
       up to $165 million; and

   (d) certain other general conditions.

Questions regarding the tender offer and consent solicitation may
be directed to the exclusive dealer manager and solicitation
agent:

   - Wachovia Securities' Liability Management Group
     Tel: (866) 309-6316 (toll free), and
          (704) 715-8341 (call collect)

Requests for copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be directed to
the information agent and tender agent:

   - D.F. King & Co. Inc.
     Tel: (800) 758-5378 (toll free), and
          (212) 269-5550 (call collect)

                       About Golden Nugget

Headquartered in Las Vegas, Nevada, Golden Nugget Inc.  --
http://www.goldennugget.com/-- is one of the luxurious resorts in
downtown Las Vegas.  The Golden Nugget offers 1,907 deluxe guest
rooms and suites; a casino featuring slot and video poker
machines, table games, race and sports book and poker room;
restaurants and spa and salon.  In September 2005, Landry's
Restaurants Inc. purchased the Golden Nugget.

                          *     *     *

As reported in the Troubled Company Reporter on March 8, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Landry's Restaurants Inc. and its wholly owned
subsidiary, Golden Nugget Inc.  Ratings for both entities were
removed from CreditWatch with negative implications, where they
were placed on Jan. 16, 2007.


GOLDSPRING INC: Jewett Schwartz Raises Going Concern Doubt
----------------------------------------------------------
Jewett, Schwartz, Wolfe & Associates reported factors that raise
substantial doubt about the ability of Goldspring Inc. to continue
as a going concern after auditing the company's financial
statements as of Dec. 31, 2006, and 2005.  The factors that the
auditing firm cited were the company's operating and liquidity
concerns including net losses approximating $27,000,000 as of
Dec. 31, 2006.

For the year ended Dec. 31, 2006, the company had a net loss of
$4,416,527 on net revenue from gold sales of $1,255,013, as
compared with a net loss of $11,353,026 on net revenue from gold
sales of $2,632,112 for the year ended Dec. 31, 2005.

As of Dec. 31, 2006, the company had total assets of $3,554,152
and total liabilities of $19,252,768, resulting in a stockholders'
deficiency of $15,698,616.

The company's December 31 balance sheet also showed strained
liquidity with total current assets of $799,004 available to pay
total current liabilities of $18,631,011, resulting in a negative
working capital of $17,832,007.

                  Liquidity and Capital Resources

Through April 14, 2007, the company said it received $700,000 in
additional funding.  While the additional funding may meet its
immediate working capital needs, the company warned that if it is
not able to generate sufficient revenues and cash flows or obtain
additional or alternative funding, it will be unable to continue
as a going concern.  The company said it has yet to realize an
operating profit.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e4a

                         Various Defaults

The company is working with various note holders to cure several
defaults.  The defaulted notes have a total value of about
$11,726,000 at Dec. 31, 2006.  While failure to reach a resolution
would likely cause the company to seek external funding in order
to meet obligations, there can be no assurance that such funding
would be available.

In connection with the company's acquisition of the Plum Mining
Company LLC, it issued a promissory note to the seller for
$1 million.  At Dec. 31, 2006, the outstanding balance on the Note
was $250,000.  The company is in default on this Note.

Under the terms of the company's November 2004 subscription
agreement, it issued 8% convertible notes in the aggregate
principal amount of $11.1 million to an investor group.  Under the
terms of the notes, the company's first principal and interest
repayment was scheduled for April 1, 2005.  The company is in
default on these notes.  The default interest rate is 15%.

In March 2005, the company issued a secured convertible note in
the aggregate amount of $6,885,184 with a 12% interest rate for
the 29,573,803 shares and accrued interest due under the mandatory
redemption payment provisions of its November 2004 subscription
agreement.  Payments on this note were scheduled to begin on April
1, 2005.  The company is in default on this note, causing the
interest rate to increase to the default rate of 18%.

On July 15, 2005, the company completed a financing transaction,
which provided $800,000 in funding.  In consideration for the
financing, it issued promissory notes with a face value of
$1.2 million, reflecting an original issue discount of 33-1/3%.
The term of the notes is two years, with an optional extension of
one year at the option of the investor.  The annual interest rate
on the notes is 15% of the face value and is payable monthly.

On Sept. 28, 2005, the company completed another financing
transaction under the same terms and conditions as the July 2005
financing.  The September 2005 financing provided the company with
$200,000 in funding.  The company has not made the monthly
interest payments on these notes, and thus, is in default.  The
default interest rate on these notes is 22%.

                         About Goldspring

Goldspring Inc. (OTCBB: GSPG) -- http://www.goldspring.us/-- is a
North American precious metals mining company with an operating
gold and silver mine in northern Nevada.  The primary nature of
its business is the exploration and development of mineral
producing properties.


GRANITE BROADCASTING: Court Approves Ernst & Young as Auditors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York gave Granite Broadcasting Corp. and its debtor-affiliates
permission to employ Ernst & Young LLP as their independent
auditor and tax services provider, pursuant to Section 327(a) of
the Bankruptcy Code and Rule 2014(a) of the Bankruptcy Procedure.

As reported in the Troubled Company Reporter on April 9, 2007,
Lawrence I. Willis, chief financial officer of Granite
Broadcasting Corporation, told the Court that Ernst & Young
has provided the Debtors with independent auditing, accounting
and tax services for 15 years, during which time it has acquired
considerable knowledge of the Debtors' business and financial
affairs.

The Debtors have selected the firm because of its extensive
experience and qualifications in providing services to its
clients, including debtors and other constituents involved in
Chapter 11 proceedings.

Pursuant to five engagement letters executed by the parties,
Ernst & Young has agreed to:

    (a) prepare the annual audit of the consolidated financial
        statements of Granite for the year ended December 31,
        2006;

    (b) research and consult with the Debtors' management
        regarding financial accounting and reporting matters;

    (c) participate in scheduled meetings of the Audit Committee
        of Granite's Board of Directors;

    (d) prepare the audit of the financial statements of the
        Granite Broadcasting Corporation Employee Savings and
        Retirement Plan for the year ended December 31, 2006;

    (e) assist with tax inquiries and examination and routine
        consultations, including acquisitions and dispositions;
        and

    (f) prepare the 2006 Federal, State, and Local Income and
        Franchise Tax Returns.

Mr. Willis related that Ernst & Young holds a claim against
Granite for $216,894, for fees due prior to the Petition Date,
but agrees to waive this claim upon the Court's approval of the
firm's retention in the Debtors' Chapter 11 cases.

Ernst & Young's fixed fee for the Annual Audit Services,
Financial Accounting And Reporting Services and Audit Committee
Participation will be approximately $580,000.  Moreover, the
firm's fixed fee for Granite's Employee Savings and Retirement
Plan Audit Services will be approximately $27,000.

For the remaining services, Ernst & Young's fees will be based on
these hourly rates:

         Professional                             Rate
         ------------                             ----
         Partners, Principals, & Directors        $790
         Senior Managers                          $616
         Managers                                 $490
         Seniors                                  $295
         Staff                                    $230

Kapil K. Jain, a partner at Ernst & Young, assured the Court that
his firm is a "disinterested person", as defined in Section
101(14) of the Bankruptcy Code.

Mr. Jain further disclosed that:

    (a) Akin, Gump, Strauss, Hauer & Feld LLP; Houlihan Lokey
        Howard & Zukin LLP; BDO Seidman LLP; Honigman Miller
        Schwartz and Cohn LLP; Littler Mendelson; Richard Layton &
        Finger; Ropes & Gray LLP; and, Milbank, Tweed, Hadley &
        McCloy LLP have provided in the past, and are currently
        providing, services to Ernst & Young;

    (b) Ernst & Young is currently a party or participant in
        certain litigation matters involving parties-in-interest
        in the Debtors' cases;

    (c) Ernst & Young agrees to waive its right to receive any
        fees incurred on the Debtors' behalf prior to the Petition
        Date; and

    (d) during the 90 days immediately preceding the Petition
        Date, the Debtors paid $374,987 in fees to Ernst & Young.

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

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.  (Granite
Broadcasting Corp. Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).

                            Plan Update

The Debtors filed their Prepackaged Plan and Disclosure Statement
on Dec. 11, 2006.  On Feb. 12, 2007, they filed an Amended
Disclosure Statement and the Court approved the adequacy of that
Disclosure Statement on Feb. 14, 2007.  On March 2, 2007, the
Debtors filed an Amended Plan of Reorganization.  The hearing to
consider confirmation of the Debtors' plan started on April 16,
2007.


GREAT NORTHWEST: Operating Risks Spur S&P's BB- Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' counterparty
credit and financial strength ratings to Great Northwest Insurance
Co.  Standard & Poor's also said that the outlook on GNIC is
negative.

"The ratings reflect the significant operating risk stemming from
GNIC's conversion to an insurer from a managing general agent,"
explained Standard & Poor's credit analyst John Iten.  "They also
reflect GNIC's strategy of empowering agents and the integration
risk associated with the acquisition of a substantial book of
business in Hawaii in September 2006."  The Hawaiian business is
housed in a separate legal entity--Hawaiian Insurance and Guaranty
Co. Ltd.--but shares many of GNIC's managerial and operational
resources.  A mitigating factor is that management appears to have
in place the controls necessary to minimize the risk associated
with its highly decentralized business strategy.  The rating also
reflects GNIC's modest earnings, somewhat volatile operating
history, very small market share, moderate geographic
concentration, and small capital base.

GNIC has a marginal position within the personal lines market in
its target states.  The company's premium volume was about
$20 million in 2006, spread across 16 states.

The outlook is negative.  Standard & Poor's expects GNIC's net
premium growth to be in the low single digits in 2007, driven
primarily by the appointment of new agents.  Growth should also
come from regaining traction in personal auto because that product
is more competitively priced.  S&P expect that the combined ratio
will deteriorate somewhat because of soft pricing conditions in
the personal auto market but should remain at less than 100%.  The
capital adequacy ratio will likely remain at more than 200%.  The
business position of affiliate HIG should stabilize in 2007, and
HIG's property catastrophe exposure should decline in line with
projections.

If these targets are met, the outlook could be revised to stable
in 12-18 months.  If the company does not meet these targets, the
rating could be lowered.  Over the longer term, Standard & Poor's
believes GNIC's business strategy has above-average operating
risk.  A disciplined approach to growth and strong controls for
selecting and monitoring agents are critical to the rating.
Therefore, any deterioration in these areas would likely lead to a
downgrade.


GSAMP TRUST: Moody's Downgrades Ratings on Three Certificates
-------------------------------------------------------------
Moody's Investors Service has downgraded three certificates from
two deals issued by GSAMP Trust in 2002 and 2003.  Moody's
Investors Service has also confirmed three certificates and placed
on review for possible downgrade one certificate from a deal
issued in 2003.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.

Complete rating actions are:

Issuer: GSAMP Trust

Downgrade:

    * 2002-HE, Class B-1, Downgraded from Baa1 to Ba2,
    * 2002-HE, Class B-2, Downgraded from Baa2 to B1,
    * 2003-HE1, Class B-2, Downgraded from Baa3 to B2.

Confirm:

    * 2003-HE2, Class M-1, rating confirmed at Aa2,
    * 2003-HE2, Class M-2, rating confirmed at A1,
    * 2003-HE2, Class M-3, rating confirmed at A2.

Review for Possible Downgrade:

    * 2003-HE2, Class B-2, current rating Baa3, placed under
      review for possible downgrade.


INFE HUMAN: Losses Prompt Miller Ellin's Going Concern Doubt
------------------------------------------------------------
Miller, Ellin & Company, LLP cited factors that raise substantial
doubt about INFe Human Resources Inc.'s ability to continue as a
going concern after auditing the company's financial statements as
of Nov. 30, 2006.  The auditing firm noted that the company has
incurred net losses for the years ended Nov. 30, 2006, and 2005,
which has resulted in an increase in its accumulated deficit.
Miller Ellin added that the company has long-term liabilities and
current operating expenses substantially in excess of its working
capital.

For the years ended Nov. 30, 2006, and 2005, the company incurred
net losses of $291,193 and $1,506,452, respectively.  Revenues for
the years 2006 and 2005 were $6,457,070 and $5,893, respectively.

As of Nov. 30, 2006, the company's balance sheet showed total
assets of $3,473,878 and total liabilities of $3,223,441,
resulting in a total stockholders' equity of $250,437.

Cash, cash equivalents and marketable securities as of Nov. 30,
2006, were $73,472 and $82,211, respectively.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e53

                    About INFe Human Resources

INFe Human Resources Inc. (OTC Bulletin Board: IFHR.OB) through
its wholly owned subsidiary, Daniels Corporate Advisory Company
Inc., offers corporate financial consulting and merchant banking.
Its corporate financial consulting provides advisory services to
client companies.  As of April 11, 2007, the sole clients of the
company's merchant banking division are its staffing subsidiaries,
Infe Human Resources of New York Inc., its subsidiaries, Monarch
Human Resources Inc. and Empire Staffing Inc. and Infe Human
Resources-Unity Inc.


JP MORGAN: Credit Enhancement Cues S&P to Affirm Low-B Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2002-
C2.  Concurrently, ratings on the remaining classes from this
transaction were affirmed.

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 33% of the pool.

As of the April 12, 2007, remittance report, the collateral pool
consisted of 106 loans with an aggregate balance of
$977.6 million, down from 108 loans with a balance of
$1.03 billion at issuance.  The master servicer, Wachovia
Securities N.A., provided year-end 2005 and interim 2006 financial
statements for 94% of the pool, which excludes the defeased
collateral.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.40x for
the pool, down from 1.62x at issuance.  The DSC figures exclude
the third-largest loan, which is secured by a fee interest in the
land under 600 Fifth Avenue.  All of the loans in the pool are
current except for one loan totaling $11.1 million, which is
30-plus-days delinquent.  To date, the trust has experienced just
one loss totaling $771,143.

The top 10 loan exposures secured by real estate have an aggregate
outstanding trust balance of $318.0 million (33%).  The weighted
average DSC for the top 10 exposures was 1.46x for year-end 2005,
down from 1.64x at issuance.  The decreased DSC reflects the
significant decline in net cash flow for the largest and seventh-
largest loans in the pool.  The seventh-largest loan is on the
master servicer's watchlist and is discussed below.  Standard &
Poor's reviewed property inspections provided by Wachovia for all
of the assets underlying the top 10 exposures and all were
characterized as "good."

The largest loan in the trust has a pooled, senior component
totaling $112.8 million and a $18.5 million component composed of
raked certificates.  The loan is secured by two regional malls and
an anchored retail center owned and managed by Simon Property
Group Inc. (A-/Stable/--).  Standard & Poor's underwritten cash
flow has decreased 25% since issuance.  The decline reflects
the continued weakness at the Century III Mall in West Mifflin
Pennsylvania, which reported in-line occupancy as of Sept. 30,
2006, of 74% compared with 89% at issuance.  It is Standard &
Poor's understanding that the Simon Property Group has hired
Holliday Fenoglio Fowler L.P. to market the property for sale.

The third- and 11th-largest loans in the pool exhibited credit
characteristics consistent with investment-grade obligations at
issuance and continue to do so.  The third-largest loan, 600 Fifth
Avenue ($23.4 million, 2%), is secured by a fee interest in a land
parcel located at 600 Fifth Avenue in Manhattan, N.Y.  This loan
continues to exhibit credit characteristics of a high investment-
grade obligation.

The 11th-largest loan, the U-Haul portfolio ($14.5 million 1%), is
secured by five self-storage properties totaling 3,200 units, the
largest located in San Francisco, California, with 62% of the
total units.  The combined year-end 2006 DSC was 1.74x and
occupancy was 85%.  This loan continues to exhibit credit
characteristics of a low investment-grade obligation.

Wachovia reported a watchlist of 18 loans with an aggregate
outstanding balance of $115 million (12%).  The largest loan on
the watchlist, Coventry Green Apartments ($16.8 million, 2%), is
the seventh-largest loan in the pool and is secured by a 216-unit
multifamily complex, built in 2000 in Clarence New York.  The loan
was placed on the watchlist due to a low DSC.  As of Sept. 30,
2006, the DSC was 0.90x and occupancy was 81%.

The only loan with the special servicer, Centerline Capital Group,
is Supor Industrial Park with a total exposure of $11.1 million.
The loan was transferred to Centerline because of payment default.
The loan is now current.  The property is a 406,200-sq.-ft.
industrial property, built in 1903 and renovated in 2002 in
Harrison, New Jersey.  The borrower has advised the special
servicer that it will keep the loan current and provide consistent
reporting in the future.

Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.


                            Ratings Raised

       J.P. Morgan Chase Commercial Mortgage Securities Corp.
           Commercial mortgage pass-through certificates
                            series 2002-2

                          Rating
                          ------
             Class     To        From   Credit enhancement
             -----     --        -----   ----------------
               D       AA+       AA          11.48%
               E       AA        A+          10.00%
               F       A-        BBB+         7.99%


                         Ratings Affirmed

       J.P. Morgan Chase Commercial Mortgage Securities Corp.
            Commercial mortgage pass-through certificates
                           series 2002-2

          Class     Rating            Credit enhancement
          -----     ------             ----------------
           A-1       AAA                 19.82%
           A-2       AAA                 19.82%
           B         AAA                 15.52%
           C         AAA                 14.44%
           G         BBB                  6.64%
           H         BB+                  5.03%
           J         BB                   3.82%
           K         BB-                  3.42%
           L         B+                   2.61%
           M         B                    2.21%
           N         B-                   1.67%
           X-1       AAA                   N/A
           X-2       AAA                   N/A
           SP-1      BB-                   N/A
           SP-2      B                     N/A
           SP-3      B-                    N/A

                  * N/A-Not applicable.


LATTICE INCORPORATED: Peter Cosmas Expresses Going Concern Doubt
----------------------------------------------------------------
Peter C. Cosmas Co. CPA's reported conditions that raise
substantial doubt about the ability of Lattice Incorporated,
formerly Science Dynamics Corp., to continue as a going concern
after auditing the company's financial statements as of Dec. 31,
2006, and 2005.  The auditing firm noted that the company has
generated significant losses and requires additional working
capital to continue operations.

As of Dec. 31, 2006, the company had total assets of $13,619,618,
total liabilities of $24,578,993, non-current deferred tax
liabilities of $406,162, and minority interest of $135,561,
resulting in a total stockholders' deficit of $11,501,098.

The company also reported strained liquidity with total current
assets of $3,567,395 available to pay total current liabilities of
$24,578,993 as of Dec. 31, 2006.  The company sustained an
accumulated deficit of $36,850,842 and a negative working capital
of $21,011,598 as of Dec. 31, 2006.

For the year ended Dec. 31, 2006, the company had total sales of
$7,494,888, of which $1,692,052 is from sales of technology
products and $5,802,836 was from sales of technology services.
This compares to total sales for the year ended Dec. 31, 2005, of
$4,235,269.  Net loss for the year 2006 was $16,271,618, as
compared with a net loss for the year 2005 of $863,103.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e59

                    About Lattice Incorporated

Lattice Incorporated (OTC BB: LTTC), formerly Science Dynamics, --
http://www.scidyn.com/-- develops and delivers secure
technologically advanced communication solutions.  It expanded its
product offering to include IT solutions with the acquisition of
86% of Systems Management Engineering Inc. on Feb. 14, 2005, and
more recently with the acquisition of 100% of the capital stock of
Ricciardi Technologies Inc. on Sept. 19, 2006.


LORUS THERAPEUTICS: Inks Pact for $7.8 Million Recapitalization
---------------------------------------------------------------
Lorus Therapeutics Inc. has signed an agreement with 6707157
Canada Inc. and its affiliate to recapitalize and reorganize its
business which, if completed, will result in the addition of
approximately $7.8 million in non-dilutive financing for the
company.

If the transaction is completed, the funds will be used to further
advance the company's product pipeline without diluting the equity
interest of its shareholders.

Under the terms of the agreement, Lorus will transfer all of its
assets and liabilities and all of the shares of its subsidiaries
held by it to a new company.  Current security holders in Lorus
will exchange their securities in Lorus for the new company's
equivalent securities.  The new company will change its name to
Lorus Therapeutics Inc. and apply for a substitutional listing of
its the common shares on both the Toronto Stock Exchange and the
American Stock Exchange.

The board of directors and management of Lorus will continue
serving for the reorganized Lorus.

Following the transaction, the new company will continue to carry
on the business carried on by Lorus but will have the benefit of
the non-dilutive financing.

In connection with the transaction and after the exchange, the
share capital of Lorus will be reorganized into voting common
shares and non-voting common shares and the Investor will acquire
from the new company and the Selling Shareholders approximately
41% of the voting common shares and all of the non-voting common
shares by making a cash payment to the new company and the Selling
Shareholders equal to approximately $8.5 million on closing of the
transaction less an escrowed amount of $600,000, subject to
certain post-closing adjustments.

In addition to the exchange of securities described above,
shareholders who are not residents of the United States will
receive voting common shares of Lorus and shareholders who are
residents of the United States will receive a nominal cash payment
instead of voting common shares.  As a condition of the agreement,
High Tech Beteilingungen GmbH & Co. KG and certain other
shareholders of Lorus, representing approximately 24% of Lorus'
issued and outstanding share capital, have agreed to vote in favor
of the transaction and to sell to the investor the voting common
shares to be received under the agreement at the same price per
share as will be paid to shareholders who are residents of the
United States.  The directors and officers of Lorus who are
security holders have expressed their intention to vote in favour
of the transaction.

Current Lorus shareholders, other than residents of the United
States and the Selling Shareholders, will receive approximately
59% of the Lorus voting common shares representing, upon
completion of the transaction, an economic equity interest of
approximately 0.5% of Lorus in addition to their continued
equity interest in the new company.

The restructuring will be completed by way of a Plan of
Arrangement and is subject to approval by the Ontario Superior
Court of Justice and Lorus' security holders in accordance with
applicable laws.  The transaction is also subject to regulatory
approval, including approval of the TSX and AMEX.

Also as a condition of the transaction, the holder of the secured
convertible debentures has agreed to vote in favor of the
transaction.  The company has agreed to repurchase such holder's
outstanding three million common share purchase warrants at a
purchase price of $252,000.

"We are delighted to have entered into these arrangements,"
commented Dr. Aiping Young, President and CEO of Lorus.  "If
approved by the security holders we believe this arrangement will
provide Lorus with a significant increase in liquidity without
diluting existing security holders.  The additional funds will
lessen our dependence on the capital markets and will allow us to
accelerate the clinical development of our lead compounds and
enhance the development of our drug pipelines.  This transaction
will not affect Lorus' current shareholder equity interests, or
our corporate focus except in a positive way through the
additional financing."

                      About Lorus Therapeutic

Based in Toronto, Ontario, Lorus Therapeutics Inc. (TSX:
LOR)(AMEX: LRP) -- http://www.lorusthera.com/-- is a
biopharmaceutical company focused on the research and development
of novel therapeutics in cancer. The company's goal is to
capitalize on its research, pre-clinical, clinical and regulatory
expertise by developing new drug candidates that can be used,
either alone, or in combination with other drugs, to successfully
manage cancer.  Through its own discovery efforts and an
acquisition and in-licensing program, Lorus is building a
portfolio of promising anticancer drugs.  The company has several
product candidates in multiple Phase II clinical trials and has
completed one Phase II and one Phase III clinical trial.


MADISON RIVER: $830MM Purchase Deal Cues S&P to Withdraw Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate credit rating, on Mebane, North Carolina-based
Madison River Communications Corp.  The rating action follows the
May 1 acquisition of the company by Monroe, Louisiana-based
CenturyTel Inc. (BBB/Negative/A-3) for $830 million and repayment
of its debt.

Ratings List
Ratings Withdrawn

Madison River Communications Corp.
Madison River Finance Corp.
                                        To    From
                                        --    ----
Corporate Credit Rating                NR    B+/Watch Pos/--
Senior Unsecured Local Currency        NR    B-/Watch Pos

Madison River Telephone Co. LLC

                                        To    From
                                        --    ----
Corporate Credit Rating                NR    B+/Watch Pos/--
Senior Secured Local Currency          NR    B+/Watch Pos


MAGELLAN HEALTH: Earns $21 Million in Quarter Ended March 31
------------------------------------------------------------
Magellan Health Services Inc. reported net income of $21 million
on net revenue of $487 million for the first quarter ended
March 31, 2007, compared with net income of $22.3 million on net
revenue of $400.6 million for the same period last year.

Segment profit (which represents income from continuing operations
before stock compensation expense, depreciation and amortization,
interest expense, interest income, gain on sale of assets, special
charges or benefits, income taxes and minority interest) for the
current year quarter was $53 million, compared with $49.2 million
in the prior year quarter.

The company ended the quarter with unrestricted cash and
investments of $222.9 million.  Cash flow from operations for the
three months ended March 31, 2007, was $46.1 million compared with
cash flow from operations $19.9 million for the comparable period
in the prior year.

Steven J. Shulman, chairman and chief executive officer, said, "In
addition to generating robust financial results for the first
quarter, we have made significant progress toward our strategic
goals through the sale of a second risk radiology management
contract.  Our financial strength is an important factor in our
customers' confidence in us as a strategic partner.  Our focus on
ensuring that we serve our customers, members and providers
effectively and efficiently and our responsible management of the
financial aspects of our business are hallmarks of our approach
and key to our success in serving all of our stakeholders."

At March 31, 2007, the company's balance sheet showed
$1.24 billion in total assets, $450.4 million in total
liabilities, and $794.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1e48

                       About Magellan Health

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

                          *     *     *

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


MARYLAND ECONOMIC: Moody's Holds Ba2 Rating and Negative Outlook
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating and negative
rating outlook on the Maryland Economic Development Corporation
Student Housing Revenue Bonds (Bowie State University Project)
Series 2003.  Approximately $20.87 million of the original $21.47
bonds remains outstanding.  The rating affirmation reflects the
expected weak financial performance for fiscal year 2006 as
evidenced by the audited financial statements, positive steps
taken by the owner, the new property manager and Bowie State
University (the University) to reverse the acute collection
problem at the 460-bed facility (known as Christa McAuliffe
Residential Community) and to reduce operating expenses,
particular those associated with security.  The rating outlook
remains negative, reflecting the possibility of a further
downgrade if the project's financial position does not improve
significantly in the near term.

Credit Strengths:

    -- Consistently high occupancy (99% in fall 2006 and 98% in
       spring 2007) reflecting good demand given the competitive
       rents offered by the property compared with off-campus
       housing and the amenities which are superior to those at
       the University's own housing.  Owner reports that the
       facility is currently 65% preleased for fall 2007 after
       leasing efforts began three weeks ago.

    -- The new property manager, Capstone Management Corp., whose
       contract began on May 1, 2006, is experienced nationally
       and in the State of Maryland in privatized student housing,
       and has been aggressive in reducing rent delinquencies and
       controlling operating expenses with support from the
       University.

    -- Strong oversight by MEDCO, as both issuer for the bonds and
       owner of the project.

Credit Challenges:

    -- Audited financial statements for fiscal year ending
       June 30, 2006 reflected 0.55x debt service coverage based
       on current year's debt service requirement and
       subordinating management fees as required by the trust
       indenture.  Nevertheless, debt service on the bonds was met
       without the need to use reserves given available funds in
       the revenue account on each debt service payment date.  All
       outstanding invoices from vendors other than the University
       have bee paid.  There remains a substantial payable due to
       the University but the University has agreed to be paid
       over time from surplus funds so the project will not use
       any of its reserves.  The issuer has reported that they
       expect to meet the upcoming June 1, 2007 debt service
       payment without tapping any reserves.

    -- Absence of a long-term financial or legal commitment from
       the University, the University System of Maryland (rated
       Aa2), or the State of Maryland (rated Aaa).

Recent Developments:

Based on the audited financial statements ending June 30, 2006,
the project financial performance was weak as expected given the
higher operating expenses attributable primarily to approximately
$381,000 of bad debt expense and $550,000 in security expense.
Approximately $334,000 was also written down through operating
revenues and accounts receivable.  In an effort to reduce the bad
debt situation, student residents who wish to pay rent with
financial aid (which is awarded to the students later than when
the required upfront security deposit and rent is due) now have to
agree for the University to send the portion of their financial
aid allocable to rent directly to the property manager.  The
implementation of this arrangement has already reduced the level
of bad debt as of December 31, 2006 relative to the budget by 9%.
We expect the bad debt situation to improve considerably in the
near term given this arrangement.

The property manager has also been aggressive in enforcing timely
rent payments through frequent communications with the residents
and parental guarantors, and the eviction process that began last
summer resulted in approximately 20 evictions of the most severe
offenders.  After evaluating the security needs at the project,
MEDCO and property manager agreed that the contract for fully
uniformed security guards was not necessary.  The project invested
in expanding its camera and card access system and hired students
to serve as desk attendants, which has reduced operating expenses
associated with security considerably.  MEDCO reports that there
has been 0% increase in the number of incidents reported at the
project.

Occupancy has remained high at 99% and 98% for fall 2006 and
spring 2007 respectively, and has always been near such levels
since the project opened in September 2004.  Rents increased by 3%
in the current year and will increase by 5% for the upcoming
fiscal year.  Occupancy is not expected to be affected given this
rent increase due to the lack of comparably priced off-campus
housing available nearby.  Unaudited operating statement provided
by the property manager through December 31, 2006 and annualized
by Moody's show that the project will meet debt service for the
current fiscal year 2006-07.

The bond trustee has reported that all reserve funds under the
trust indenture remain fully funded and have not been drawn upon
for any payment of debt service.  Sufficient funds are also
available to meet the upcoming June 1, 2007 debt service.
Outlook

The negative rating outlook reflects the possibility of a further
downgrade if the project's financial position does not
significantly improve in the near term.

What could change the rating - UP

    -- A substantial increase in debt service coverage.

What could change the rating - DOWN

    -- Continued weak financial performance.

    -- Any withdraw from debt service reserve fund to meet debt
       service payment.


MUELLER WATER: Commences Offers to Buy Back All Outstanding Notes
-----------------------------------------------------------------
Mueller Water Products Inc. has commenced cash tender offers
to repurchase all of the outstanding 10% Senior Subordinated Notes
due 2012 (CUSIP No. 624755AD6), of Mueller Group LLC and Mueller
Group Co-Issuer Inc., and its 14-3/4% Senior Discount Notes due
2014 (CUSIP No. 62475RAC0).

In connection with the tender offers, the company is soliciting
consents to amend the indentures governing each series of Notes.
The tender offers and related consent solicitations are made in
connection with the refinancing of Mueller Water Products'
existing credit facility and outstanding Notes.  The tender offers
and consent solicitations are made upon the terms and conditions
set forth in the Offer to Purchase and Consent Solicitation
Statement dated May 1, 2007 and the related Consent and Letter of
Transmittal.

Currently there are outstanding $204.75 million principal amount
at maturity of Senior Subordinated Notes and $144.95 million
principal amount at maturity of the Senior Discount Notes.

Holders who validly tender their Notes and deliver their consents
to the proposed amendments on or prior to 5 p.m., New York City
time, on May 14, 2007, unless extended or earlier terminated, will
be eligible to receive the Total Consideration with respect to the
applicable series of Notes, which includes a Consent Payment
equal to $30 per $1,000 principal amount of the tendered Notes.

Tendered Notes may not be withdrawn and consents may not be
revoked after the Consent Payment Deadline.  The tender offers
will expire at midnight, New York City time, Thursday, May 31,
2007, unless extended or earlier terminated by the company.

Holders of Notes who tender their Notes after the Consent Payment
Deadline and on or before the expiration date will receive the
Purchase Price, which is the Total Consideration minus the
Consent Payment.

The Total Consideration to be paid for each Note validly tendered
and not withdrawn on or prior to the Consent Payment Deadline,
upon the terms and subject to the conditions of the tender offers
and consent solicitations, will be paid in cash and calculated
based in part on the yield of, in the case of the Senior
Subordinated Notes, the 4-7/8% U.S. Treasury Note due April 30,
2008 and, in the case of the Senior Discount Notes, the 4-1/2%
U.S. Treasury Note due March 31, 2009.

The Total Consideration for each $1,000 principal amount at
maturity of the Senior Subordinated Notes validly tendered and not
withdrawn pursuant to the tender offers is the price equal to the
sum of the present value on the scheduled initial payment date of
$1,050.00, which is the redemption price for the Senior
Subordinated Notes on May 1, 2008, plus the present value of any
interest that would accrue with respect to each $1,000 principal
amount of such Notes from the most recent interest payment date
to, but not including May 1, 2008, less accrued but unpaid
interest from the last interest payment date to, but not
including, the scheduled initial payment date.

The Total Consideration for each $1,000 principal amount at
maturity of the Senior Discount Notes validly tendered and not
withdrawn pursuant to the tender offers is the price equal to the
sum of the present value on the scheduled initial payment date of
$1,073.75, which is the redemption price for the Senior Discount
Notes on April 15, 2009.  In each case, the present value will be
determined on the basis of a yield to such Earliest Redemption
Date equal to the sum of the yield to maturity on the applicable
U.S. Treasury Note specified above, as calculated by Banc of
America Securities LLC and J.P. Morgan Securities Inc., in
accordance with standard market practice, based on the bid price
for such Reference Securities as of the Price Determination Date,
as displayed on the relevant page of the Bloomberg Government
Pricing Monitor or any recognized quotation source selected by the
Dealer Managers in their sole discretion if the Bloomberg
Government Pricing Monitor is not available or is manifestly
erroneous and the applicable spread of 50 basis points.  Holders
of Senior Subordinated Notes that are accepted for payment also
will be paid accrued and unpaid interest up to, but not including,
the applicable payment date for Notes purchased in the tender
offer for such Notes.  The company expects that the Price
Determination Date will be 2 p.m., New York City time, on May 17,
2007, unless extended by the company.

In connection with the tender offers, the company is soliciting
consents to proposed amendments to the indentures governing each
series of Notes, which will eliminate substantially all
restrictive covenants and certain events of default, amend certain
provisions of covenants relating to the merger and consolidation
of the company, the issuers of the Notes and the subsidiary
guarantors, and make changes to certain terms of the defeasance
and satisfaction and discharge provisions and delete the form of
supplemental indenture for subsequent guarantors, in the case of
the Senior Subordinated Notes.  Holders may not tender their Notes
without also delivering consents or deliver consents without also
tendering their Notes.

The company expects to pay for Notes that have been validly
tendered and not withdrawn prior to the Consent Payment Deadline
and that are accepted for payment, promptly after the date on
which all conditions to the tender offers have been satisfied or
waived, which is expected to be on or about May 24, 2007.  For
Notes that have been validly tendered after the Consent Payment
Deadline and that are accepted for payment, the company will make
payment promptly after the tender offer expiration date.

The tender offer and consent solicitation for each series of Notes
is conditioned on the satisfaction of certain conditions
including, but not limited to:

   - the tender on or prior to the Consent Payment Deadline of
     Notes representing a majority of the principal amount of such
     Notes outstanding;

   - the execution by the trustee of the supplemental indentures
     implementing the proposed amendments following receipt of the
     requisite consents.

   - the completion by Mueller Water Products of the refinancing
     of its existing credit facility and outstanding Notes on
     terms satisfactory to Mueller Water Products.

The company has retained Banc of America Securities LLC and J.P.
Morgan Securities Inc. to act as the Dealer Managers for the
tender offers and Solicitation Agents for the consent
solicitations.

For more information regarding the tender offers and the consent
solicitations contact:

   - Banc of America Securities LLC
     Tel: (888) 292-0070 (toll-free), or
          (704) 388-9217 (collect)

   - J.P. Morgan Securities Inc.
     Tel: (212) 270-3994 (collect)

Requests for documentation may be directed to the Information
Agent:

   - Global Bondholder Services Corporation
     Tel: (212) 430-3774 (for banks and brokers only), or
          (866) 924-2200 (for all others toll free)

                   About Mueller Water Products

Based in Atlanta, Georgia Mueller Water Products Inc. (NYSE: MWA,
MWA.B) -- http://www.muellerwaterproducts.com/-- is a North
American manufacturer and marketer of infrastructure and flow
control products for use in water distribution networks and
treatment facilities.  Its product portfolio includes engineered
valves, hydrants, pipefittings and ductile iron pipe, which are
used by municipalities, well as the commercial and residential
construction, oil and gas, HVAC and fire protection industries.
The company is comprised of three main operating segments: Mueller
Co., U.S. Pipe and Anvil.  The company employs approximately 7,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Jun. 14, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Decatur, Illinois-based Mueller Water Products Inc. to
'BB-' from 'B+'.


NEW CENTURY: Court Extends Schedules Filing Date Until May 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended the time within which New Century Financial Corporation
and its debtor-affiliates must file their schedules and statements
by an additional 29 days, through and including May 31, 2007,
without limitation on the Debtors' right to seek further
extension.

The extended period is two months shorter than what the Debtors
requested.

                      U.S. Trustee Objects

Prior to the Court's Order, Joseph J. McMahon, Jr., trial attorney
for the United States Department of Justice, on behalf of Kelly
Beaudin Stapleton, United States Trustee for Region 3, stated that
the Debtors resorted to the standard reasons as to why they
believe there is cause for an extension that is four times the
initial 30-day period for filing schedules and statements.

Mr. McMahon pointed out that the Local Rules were designed with
input from bankruptcy practitioners whose practices center on
large Chapter 11 filings.  The practitioners know that "mega-
cases" typically require an extraordinary amount of attention
during the first 30 days, and that the assembly of Schedules and
Statements in large Chapter 11 filings typically requires the
gathering of large amounts of information from multiple sources.

"In light of the input from these experienced [C]hapter 11
practitioners, the Local Rules committee set the standard
extension at thirty days," Mr. McMahon asserted.

The Debtors' application to employ O'Melveny & Myers LLP,
suggests that the firm was counseling the Debtors with regard to
restructuring matters as early as February 2007.  In other words,
attorneys who are well aware of Chapter 11's disclosure
requirements were positioned in advance of the Debtors' Chapter
11 filings to prepare the Debtors' employees for the assembly and
organization of the information necessary to complete the
Schedules and Statements, Mr. McMahon argued.

Moreover, the Debtors' intention to restate their financial
results for the first three quarters of 2006 means that there is
a dearth of "fresh," publicly available data concerning the
Debtors' finances and their property which parties-in-interest
can rely upon.  Parties-in-interest are entitled to verified
answers sooner rather than later, Mr. McMahon said.

Mr. McMahon maintained that contrary to the Debtors' assertions,
the nature and pace of the Debtors' Chapter 11 cases require a
prompt deadline for the completion of the Schedules and
Statements.

The U.S. Trustee said it will not object to a deadline of May 15,
2007, for the preparation of the documents, with prejudice to the
Debtors' rights to request a further extension.

Mr. McMahon added that, in any event, the Debtors should not be
permitted to seek a bar date for filing proofs of claim under
Rule 3003(c)(2) of the Federal Rule of Bankruptcy Procedure until
accurate Schedules and Statements are filed.  Creditors should be
provided with the Debtors' position as to what they are owed
before incurring the expenses associated with filing a proof of
claim.

                         Debtors' Motion

In their motion, the Debtors told the Court that they cannot
complete their schedules and statements within the time specified
in Bankruptcy Rule and Local Rule 1007-1(b) given the size and
complexity of their business operations, the number of creditors,
and the fact that certain prepetition invoices have not yet been
received.

The Debtors also said that they need to address numerous critical
operational matters at this point in their cases.

Representing the Debtors, Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, explained that
completing the Debtors' schedules and statements will require the
Debtors and their advisors to collect, review, and assemble
information from multiple locations throughout the United States.

The Debtors have roughly 100,000 creditors including current and
former employees.  Furthermore, the conduct and operation of the
Debtors' business operations require the Debtors to maintain
voluminous books and records and complex accounting systems, Mr.
Collins said.

"[R]ecognizing the importance of the Schedules and Statements in
these chapter 11 cases, the Debtors intend to complete the
Schedules and Statements as quickly as possible under the
circumstances," Mr. Collins assures the Court.

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

The Debtors' exclusive period to file a plan expires on July 31,
2007.


NEW CENTURY: More Parties File Responses to $150MM DIP Financing
----------------------------------------------------------------
Two parties filed their responses to New Century Financial
Corporation and its debtor-affiliates' interim authority to
access up to $50,000,000 under a $150,000,000 postpetition
secured financing facility extended by Greenwich Capital
Financial Products Inc. and The CIT Group/Business Credit Inc.

                          Goldman Sachs

At the April 3, 2007 hearing to approve the debtor-in-possession
financing request, Goldman Sachs Mortgage Company's counsel
provided the Debtors' and proposed DIP lenders' respective
counsel a copy of a letter identifying four loans that had
previously been delivered to New Century Mortgage Corporations by
Deutsche Bank National Trust Company, GSMC's custodian, pursuant
to a bailee letter dated March 1, 2007.

Michael W. Yurkewicz, Esq., at Klehr, Harrison, Harvey, Branzburg
& Ellers, LLP, in Wilmington, Delaware, relates that the
delivered mortgage loans are not subject to the pledge of
collateral under the DIP loan agreement as they do not constitute
debtor property.

At the time of the hearing, it was unclear to GSMC whether New
Century, or any other Debtor, was in physical possession of any
of the Delivered Mortgage Loans.  GSMC has repeatedly requested
New Century to confirm in writing whether it is in possession of
the Delivered Mortgage Loans and, if not, to whom it delivered
the loans.

As of April 19, New Century has not responded to the requests
other than to confirm that it did not purchase any of the
Delivered Mortgage Loans.  Mr. Yurkewicz says that GSMC has just
received confirmation that two of the loans have been returned to
GSMC's custodian, but has received conflicting information from
different sources regarding the location of the other two loans.

"It is axiomatic that the Delivered Mortgage Loans cannot be
pledged as collateral for the DIP Loan Agreement.  Either New
Century Mortgage Corporation holds the Delivered Mortgage Loans
as bailee for GSMC, of it is not in possession of the loans.
That said, GSMC is concerned by New Century Mortgage
Corporation's refusal to confirm which of these two possible and
easily determinable alternatives is true, notwithstanding GSMC's
numerous conquests," Mr. Yurkewicz tells the Court.

GSMC asks The Court that the final order approving the DIP
financing request specify that the Delivered Mortgage Loans do
not constitute collateral under the DIP Loan Agreement and are
not otherwise subject to or affected by the final order granting
the DIP financing request.

                          Morgan Stanley

Morgan Stanley Mortgage Capital Inc. relates that in response to
objections raised by certain parties, the April 5, 2007 interim
DIP order includes provisions with respect to:

    -- maintaining the priority of setoff, netting and recoupment
       rights with respect to senior claims;

    -- the liens and security interests granted to the secured
       parties not extending to accounts maintained by the
       Debtors in trust or as custodians for the benefit of
       parties other than a Debtor, or to other assets that are
       not property of the estates; and

    -- preservation of rights of entities in connection with
       contracts or transactions of the kind listed in Section
       561(a) of the Bankruptcy Code.

MSMCI asks that the Court that the entry of any final order be
conditioned on the inclusion of those provisions.

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

The Debtors' exclusive period to file a plan expires on July 31,
2007.


NORBORD INC: Moody's Downgrades Senior Unsecured Ratings to Ba1
---------------------------------------------------------------
Moody's Investors Service lowered Norbord Inc.'s senior unsecured
ratings to Ba1 from Baa3, concluding the review which began on
April 25, 2007.  At the same time, Moody's assigned Norbord Inc.
corporate family and probability of default ratings of Ba1 and a
speculative grade liquidity rating of SGL-3, indicating adequate
liquidity.  The rating outlook continues to be negative.

The ratings downgrade is prompted by the steep decline in oriented
strand board prices and the prospects for a protracted weak
pricing environment.  The OSB price decline has curtailed
Norbord's earnings and cash generation and necessitated a run-up
in debt of $84 million since the onset of the downturn in OSB
prices in the summer of 2006.  The lowering of the ratings also
reflects Norbord's reduction in cash liquidity, a situation that
has arisen in part due to the company's aggressive financial
policies during the recent period of strong OSB pricing when it
paid significant cash dividends.  The company's payment of
significant special dividends during high price environments, and
the timing of its most recent special dividend announced in June
of 2006, just ahead of the steep and rapid correction in OSB
pricing, has left Norbord with liquidity restricted to its
available bank facilities.  Moody's believes that this diminished
liquidity situation, for a company whose cash flow is tied to a
volatile commodity like OSB, has increased the vulnerability of
the company to the current market downturn and elevated its
overall credit risk profile.

The rating outlook continues to be negative, with the outlook for
a turnaround in OSB pricing clouded by a poor housing market in
the U.S. and difficulties in the subprime mortgage market.  The
difficulties in the OSB market are compounded by recent and
scheduled OSB capacity additions.

Ratings Downgraded:

Norbord Inc.

    * Senior unsecured notes, to Ba1 (LGD4, 60%) from Baa3

Norbord (Delaware) GPI

    * Guaranteed senior unsecured notes to Ba1 (LGD4, 60%) from
      Baa3

Ratings Assigned:

Norbord Inc.

    * Corporate family rating, Ba1
    * Probability of default rating: Ba1
    * Speculative Grade Liquidity rating, SGL-3

Norbord, headquartered in Toronto, Ontario, is a predominantly
North American based producer of panel boards, principally OSB and
had revenues of US$1.25 billion in 2006.


PAC-WEST TELECOMM: Files Voluntary Chap. 11 Protection in Delaware
------------------------------------------------------------------
Pac-West Telecomm Inc. has filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code.  The filing was made
in the U.S. Bankruptcy Court for the District of Delaware.

In conjunction with the filing, Pac-West Funding Company LLC, an
affiliate of Columbia Ventures Corporation, an existing investor
in the company, agreed to provide Pac-West up to $18.5 million in
debtor-in-possession financing, subject to court approval.  The
DIP financing will provide Pac-West with approximately $6 million
of funding to facilitate its reorganization pursuant to the
Chapter 11 process.

On April 24, 2007, the company appointed Michael Katzenstein as
chief restructuring officer.  Mr. Katzenstein is a principal of
CXO LLC, a Dallas-based interim management and turnaround firm
with substantial experience in telecommunications turnarounds.  In
addition, the following officers were appointed by Pac-West,
effective April 30, 2007:

   -- Wallace W. Griffin as president and chief executive officer;

   -- Chad Coben as interim chief financial officer; and

   -- Shawn O'Donnell as interim chief operating officer.

Mr. Griffin is a former president and chief executive officer of
Pac-West and presently the chairman of the board.  Messrs. Coben
and O'Donnell are CXO designees.  Messrs. Griffin, Coben and
O'Donnell replaced Pac-West's prior president and chief executive
officer, chief financial officer and chief operating officer.

                          Workforce Cut

On April 30, 2007, prior to the Chapter 11 filing, the company
reduced its workforce by 94 employees, approximately 48% of the
company's aggregate workforce.  This reduction in workforce was
implemented to better align Pac-West's cost structure with its
current operating requirements.

"The company is pleased that Pac-West has the continued financial
support of CVC during its reorganization process," Wally Griffin,
chairman, president and chief executive officer, said.  "The
company looks forward to providing excellent service to the
company's customers over its national telecom network.  The
company's goal is for Pac-West to emerge financially stable, with
a lower cost structure and promising future."

"The reduction in workforce was an unfortunate, but necessary step
in the company's plan to reduce costs and assure its financial
stability," Mr. Katzenstein, chief restructuring officer, said.
"The company's guiding principles have been, and will be, the
importance of providing uninterrupted and high-quality services
and of improving the company's profitability."

"CVC continues to believe in Pac-West's products and services and
in the opportunity that its business represents, Jim Hensel, svp
at Columbia Ventures, noted.  "CVC supports Pac-West's
reorganization efforts and believes the financing that CVC is
providing for the reorganization is part of CVC's continuing
commitment to Pac-West's valuable customers."

                   About Pac-West Telecomm Inc.

Headquartered in Stockton, California, founded in 1980 and first
incorporated in 1981, Pac-West Telecomm Inc. (OTC: PACW.PK) --
http://www.pacwest.com/-- is one of the competitive local
exchange carriers.  Pac-West's network averages over 120 million
minutes of voice and data traffic per day, and carries an
estimated 20% of the dial-up Internet traffic in California.  In
addition to California, Pac-West has operations in Nevada,
Washington, Arizona, and Oregon.

The company and its Debtor-affiliates filed for Chapter 11
protection on April 30, 2007 (Bankr. Case No.: 07-10562 through
0710567 D. Del.).  Jeremy W. Ryan, Esq. and Norman L. Pernick,
Esq. of Saul, Ewing, Remick & Saul LLP represents the Debtors in
their restructuring efforts.  No Official Creditors Committee was
appointed in this case.  When the Debtors filed for protection
from their creditors, they listed total assets of $53,883,888 and
total debts of $66,358,711.


PACIFIC LUMBER: May Continue Using Cash Collateral Until May 11
---------------------------------------------------------------
The Hon. Judge Richard S. Schmidt of the Unites States Bankruptcy
Court for the Southern District of Texas authorized Pacific Lumber
and its debtor-affiliates to continue using their lenders' cash
collateral through and including May 11, 2007.

The Debtors have not filed a revised budget with the Court as
of April 24, 2007.

The Debtors are only permitted to use cash collateral for the
purposes enumerated in the budget.  The Debtors are not permitted
to use cash collateral for payment of professional fees,
disbursements, costs, or expenses incurred in connection with
asserting any claims or causes of action against the Lenders.

The Court has scheduled a hearing for May 10, 2007, to consider
the Debtors' continued use of cash collateral.

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.

Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 14, http://bankrupt.com/newsstand/or
215/945-7000).


PACIFIC LUMBER: Asks Court to Establish July 17 Claims Bar Date
---------------------------------------------------------------
Pacific Lumber and its Debtor-affiliates ask the Hon. Judge
Richard S. Schmidt of the United States Bankruptcy Court for the
Southern District of Texas to establish:

   (a) July 17, 2007, as the deadline for filing proofs of claim
       based on prepetition debts or liabilities against the
       Debtors; and

   (b) August 17, 2007, as the deadline for all governmental
       units to file their proofs of claim in the Debtors' cases.

Rule 3003(3) of the Federal Rules of Bankruptcy Procedures
provides that the Court shall fix the time within which proofs of
claim and interest must be filed in a Chapter 11 case pursuant to
Section 501 of the Bankruptcy Code.

Joshua W. Wolfshohl, Esq., at Porter & Hedges, L.L.P., in
Houston, Texas, asserts that the fixing of July 17 as the Bar
Date will enable the Debtors to begin their initial analysis of
the creditor's claims in a timely and efficient manner.

Each proof of claim must be written in English, must be
denominated in United States dollars, must be in an amount
calculated as of the Petition Date, and must conform substantially
with the Proof of Claim Form or to Official Form 10.

Each person or entity that asserts a prepetition claim against the
Debtors must file an original, written proof of that claim so as
to be received on or before the Bar Date by Logan & Company Inc.,
the Debtors' claims and noticing agent.

The Proof of Claim form must be delivered by messenger or
overnight mail to:

      Logan & Company, Inc.
      Attn: Scotia Claims Processing Department
      546 Valley Road, Upper Montclair
      New Jersey 07043

Proofs of Claim sent by facsimile, telecopy, or e-mail
transmission will not be accepted.

Persons or entities not required to file a Proof of Claim on or
before the Bar Date include:

   -- Any person or entity that has properly filed with the Clerk
      of the Court or the Claims Agent a Proof of Claim against
      the applicable Debtors utilizing a claim form that conforms
      to Official Form No. 10;

   -- Any person or entity having a claim under Sections 503(b)
      or 507(a) of the Bankruptcy Code as an administrative
      expense of the Debtors' Chapter 11 cases;

   -- Any person or entity whose claim is listed on the Debtors'
      Schedules of Assets and Liabilities filed with the Court;

   -- Any of the Debtors having a claim against another Debtor;

   -- Any person or entity whose claim is not described as
      "disputed," "contingent," or "unliquidated;"

   -- Any person or entity who does not dispute the amount and
      manner of classification of their claim as set forth in
      the Schedules; and

   -- Any person or entity that holds a claim that has been
      allowed by a Court order entered on or before the Bar Date.

A person or entity holding a claim that arises from the rejection
of an executory contract or unexpired lease where the order
authorizing the rejection is dated on or before June 15, 2007,
will be required to file a proof of claim based on the rejection
on or before the Bar Date.  If a rejection order is dated after
June 15, the proof of claim must be filed on the Bar Date or 30
days after the effective date of the rejection.

The Debtors propose that all claimants asserting claims against
more than one Debtor be required to file a separate proof of
claim in the case of each Debtor.  Each claimant must identify
the particular Debtor case and case number in which their claim
is asserted on their proof of claim form.

Upon the Court's approval, the Debtors, with the assistance of
their Claims Agent, intend to serve by first class U.S. mail:

   -- a Notice of Deadline for Filing Proofs of Claim on all
      known creditors of the Debtors, and

   -- the Proof of Claim Form, which will state whether the
      creditors' claim is listed in the Schedules, the dollar
      amount of the claim, the Debtor for which the creditor's
      Claim is scheduled and whether the claim is listed as
      disputed, contingent or unliquidated.

                       About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 14, http://bankrupt.com/newsstand/or
215/945-7000).


POINCIANA DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Poinciana Development Company II, Inc.
        13131 Southwest 132 Street, Suite 202
        Miami, FL 33186

Bankruptcy Case No.: 07-13238

Chapter 11 Petition Date: May 1, 2007

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: James B. Miller, Esq.
                  19 West Flagler Street, Suite 416
                  Miami, FL 33130
                  Tel: (305) 374-0200

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


PORTRAIT CORP: To Sell Assets to CPI for $100 Million
-----------------------------------------------------
Portrait Corporation of America Inc. has entered into a definitive
agreement with CPI Corp. to sell substantially all of the
company's operating assets and its foreign and domestic affiliates
for $100 million in cash, subject to certain closing adjustments,
and the assumption of certain liabilities.

On Aug. 31, 2006, PCA and certain of its direct and indirect
subsidiaries filed voluntary petitions for relief under the
Bankruptcy Code, commencing jointly administered chapter 11 cases
before the United States Bankruptcy Court for the Southern
District of New York.  The parties intend to consummate the
transaction under Sections 363 and 365 of the Bankruptcy Code.
The transaction is subject to certain conditions, including the
approval of the Bankruptcy Court and other governmental regulatory
approvals.  PCA will file a motion seeking approval of the asset
purchase agreement.  The parties expect the Bankruptcy Court to
conduct a hearing on the motion in May 2007.  The transaction is
expected to close by the end of June 2007.

"CPI is excited about the opportunity to leverage the company's
strong digital capabilities and infrastructure and proven project
management skills to upgrade PCA's studios with digital
technology, improve convenience and flexibility and enhance the
overall customer experience," Renato Cataldo, CPI's president and
chief executive officer, stated.  "Cpi is also pleased to be
embarking on a relationship with Wal-Mart which the company looks
forward to strengthening and expanding both domestically and
internationally including in a new branded format.  Finally, the
company is pleased about the opportunities this deal brings to
employees of both organizations.  CPI has consciously become a
more field-focused organization in recent years to better address
the needs of the company's Sears Portrait Studio associates.  CPI
aims to bring the same focus on the PCA field organization and
will eagerly solicit their views and concerns.  CPI believes the
combination will benefit customers, employees and shareholders
alike."

                           About CPI Corp

CPI Corp (NYSE: CPY) is a portrait photography company offering
photography services in the United States, Puerto Rico and Canada
through Sears Portrait Studios.  The company also operates
searsphotos.com, the vehicle for the company's customers to
archive, share portraits via email and order additional portraits
and products.

               About Portrait Corporation of America

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

PCA is the sole operator of portrait studios in Wal-Mart stores
and supercenters in the U.S., Canada and Mexico.  As of April 30,
2007, PCA operates 2,048 studios worldwide, including 1,695 in the
U.S. and Puerto Rico, 243 in Canada, 105 in Mexico and 5 in the
United Kingdom.  During its completed fiscal year ended
Jan. 28, 2007, PCA photographed over 5.6 million customers and
generated sales of $290 million.

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


PRINTZ ENTERPRISES: Case Summary & 23 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Printz Enterprises, LLC
        45681 Oakbrook Court, Suite 111
        Sterling, VA 20165

Bankruptcy Case No.: 07-11096

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      Sugarland Lot 3, LLC                    07-11095

Chapter 11 Petition Date: May 2, 2007

Court: Eastern District of Virginia (Alexandria)

Debtors' Counsel: Thomas J. Stanton, Esq.
                  Stanton & Associates, P.C.
                  221 South Fayette Street
                  Alexandria, VA 22314
                  Tel: (703) 299-4445
                  Fax: (703) 299-4473

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Printz Enterprises, LLC's 12 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Waterford Custom Homes                                   $800,000
45681 Oakbrook Court, Suite 111
Sterling, VA 20166

B&S Site Development                                     $250,000
275 Seven Ponds Road
Amissville, VA 20106

Susanna & Byung Soh                Deed of Trust on      $246,683
13408 Day Valley Court             Lot 3 Highland
Centreville, VA 20120

Ken Mahon                                                $222,931

Debbie King Ltd.                                          $35,000

County of Fairfax                                         $30,300

Burgess & Niple                                            $8,600

Dominion Virginia Power                                    $6,500

AEK Web Design                                             $4,500

Nova Waste                                                 $1,644

Care of Trees                                                $722

Cox Communications                                           $575

B. Sugarland Lot 3, LLC's 11 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Waterford Custom Homes                                   $388,000
45681 Oakbrook Court, Suite 111
Sterling, VA 20166

Debbie King Ltd.                                          $98,000
11704 Sugarland Road
Herndon, VA 20170

Luck Stone                                                 $3,062
P.O. Box 29871
Richmond, VA 23242

Burgess & Niple                                            $2,100

County of Fairfax                  Real Estate Taxes       $1,991

ABC Supply Co. Inc.                                        $1,334

Nova Waste                                                   $935

Roberts Oxygen Co., Inc.                                     $889

VDOT                                                         $725

Staples                                                      $100

UPS                                                          $100


RAG SHOP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Rag Shops Inc.
        111 Wagaraw Road
        Hawthorne, NJ 07506

Bankruptcy Case No.: 07-42283

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      Crafts Retail Holding Corp.                   07-42272
      The Rag Shop/ Boro Park Inc.                  07-42273
      The Rag Shop Danbury, Inc.                    07-42274
      RSL, Inc.                                     07-42276
      The Rag Shop/Port Richey, Inc.                07-42277
      The Rag Shop/Jacksonville-Orange Park, Inc.   07-42278
      The Rag Shop/Coral Springs, Inc.              07-42279
      The Rag Shop/West Orange, Inc.                07-42280
      The Rag Shop/West Boca Raton, Inc.            07-42281
      The Rag Shop/Allentown, Inc.                  07-42282
      The Rag Shop/East Norriton, Inc.              07-42284
      The Rag Shop/York, Inc.                       07-42285
      The Rag Shop/Deerfield Inc.                   07-42286
      The Rag Shop/Howell, Inc.                     07-42287
      The Rag Shop/Binghamton, Inc.                 07-42288
      The Rag Shop/Rostraver, Inc.                  07-42289
      The Rag Shop/Glen Burnie, Inc.                07-42290
      The Rag Shop/Toms River, Inc.                 07-42291
      The Rag Shop/Jacksonville-Regional, Inc.      07-42292
      The Rag Shop/Hialeah, Inc.                    07-42293
      The Rag Shop/Ocala, Inc.                      07-42294
      The Rag Shop/Deptford, Inc.                   07-42295
      Mobile Fabrics, Inc.                          07-42298
      The Rag Shop/Ocean, Inc.                      07-42299
      The Rag Shop/Selinsgrove, Inc.                07-42300
      The Rag Shop/Linden Inc.                      07-42301
      The Rag Shop/Hampden, Inc.                    07-42302
      The Rag Shop/Fishkill Inc.                    07-42303
      The Rag Shop/Hamilton Square, Inc.            07-42304
      The Rag Shop/Hollywood, Inc.                  07-42305
      The Rag Shop/East Hollywood, Inc.             07-42306
      The Rag Shop/Sayreville, Inc.                 07-42307
      Rag Shop/Edison, Inc.                         07-42308
      The Rag Shop/North Bergen, Inc.               07-42309
      The Rag Shop/Jacksonville-San Jose, Inc.      07-42310
      The Rag Shop/Burlington Inc.                  07-42311
      The Rag Shop/College Point, Inc.              07-42312
      The Rag Shop/Lantana, Inc.                    07-42313
      The Rag Shop/Sunrise, Inc.                    07-42314
      The Rag Shop/Bricktown, Inc.                  07-42315
      The Rag Shop/Voorhees, Inc.                   07-42316
      The Rag Shop/Lacey, Inc.                      07-42317
      The Rag Shop/Kinnelon, Inc.                   07-42318
      The Rag Shop/Olean, Inc.                      07-42319
      The Rag Shop, Inc.                            07-42320
      The Rag Shop/Edgewater Inc.                   07-42321
      The Rag Shop/Hazlet, Inc.                     07-42322
      The Rag Shop/Pembroke Pines, Inc.             07-42323
      The Rag Shop/Totowa, Inc.                     07-42324
      The Rag Shop/Franklin, Inc.                   07-42325
      The Rag Shop/North Lauderdale, Inc.           07-42326
      The Rag Shop/Palm Beach Gardens, Inc.         07-42327
      The Rag Shop/West Palm Beach, Inc.            07-42328
      The Rag Shop/Turnersville, Inc.               07-42329
      The Rag Shop/Norwalk, Inc.                    07-42330
      The Rag/Jacksonville, Inc.                    07-42331
      The Rag Shop/Kingstown, Inc.                  07-42332
      The Rag Shop/Boca Raton, Inc.                 07-42333
      Rag Shop Wayne, Inc.                          07-42334
      The Rag Shop/Wall Township, Inc.              07-42335
      The Rag Shop/Secaucus Inc.                    07-42336
      The Rag Shop/Evesham, Inc.                    07-42337
      The Rag Shop/Lancaster, Inc.                  07-42338

Type of Business: Rag Shops, Inc. and its affiliates (NASDAQ:
                  RAGS) operate retail chain stories that offer a
                  wide selection of value-priced crafts, fabrics,
                  floral, framing, and related merchandise.  The
                  company was founded in 1963 and currently has
                  over 60 retail locations in five states.
                  See http://www.ragshop.com/

Chapter 11 Petition Date: May 2, 2007

Court: Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtors' Counsel: Christoper K. Kiplok, Esq.
                  James W. Giddens, Esq.
                  Hughes Hubbard & Reed LLP
                  One Battery Park Plaza
                  New York, NY 10004
                  Tel: (212) 837-6000
                  Fax: (212) 422-4726

Debtors' consolidated financial condition as of March 3, 2007:

      Total Assets: $35,301,000

      Total Debts:  $52,532,000

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Li & Fung USA                      Trade               $1,246,286
The Millwork Trading Co. Ltd.
1372 Broadway, 2nd Floor
New York, NY 10018

Notions Marketing                  Trade                 $626,880
1500 Buchanan Southwest
Grand Rapids, MI 49507

Russ Berrie                        Trade                 $230,157
111 Bauer Drive
Oakland, NJ 07436

Joan Baker                         Trade                 $201,632

Tompkins Associates                Trade                 $192,052

Larson Juhl                        Trade                 $176,875

Darice Crafts                      Trade                 $150,398

E.K. Success                       Trade                 $140,238

Delaware D.G. CO                   Trade                 $120,721

Inserts East, Inc.                 Trade                 $111,936

SLS Industries                     Trade                 $111,662

David Textiles                     Trade                 $110,086

C.M. Offray                        Trade                 $109,525

Fibre Craft                        Trade                 $107,626

Wilton Enterprises                 Trade                 $104,752

Regency International              Trade                 $101,138

Fruit of the Loom                  Trade                  $95,689

MCS Industries                     Trade                  $95,250

TY Inc.                            Trade                  $87,728

MCS Industries/MBI Divries         Trade                  $85,975


RATHGIBSON INC: $440 Mil. DLJ Merchant Deal Cues S&P's Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on RathGibson Inc. on CreditWatch with negative
implications following the company's announcement that it has
entered a definitive agreement to be acquired by DLJ Merchant
Banking Partners.  The transaction is valued at approximately
$440 million.  Financial terms include a tender offer of the
company's outstanding senior notes due 2014.  The transaction is
expected to be complete by June 30, 2007.

At the same time, S&P affirmed the company's 'B-' senior unsecured
debt rating, reflecting the expectation that the company will
tender for its outstanding bonds in conjunction with closing.  The
terms of the notes include a change of control provision which
grants note holders the right to require the purchase of all or
any part of the notes at 101% of their principal amount.

The Wisconsin-based manufacturer of stainless steel and alloy-
welded tubular products was purchased by private equity sponsor
Castle Harlan in February 2006.  For the fiscal year ended
Jan. 31, 2007, the company generated sales of $294 million and had
total debt of approximately $238 million.

S&P expect to resolve the CreditWatch upon review of the proposed
capital structure, and the financial and operating strategies of
the new financial sponsor.


REAL ESTATE ASSOCIATES: Ernst & Young Raises Going Concern Doubt
----------------------------------------------------------------
Ernst & Young LLP cited conditions that raise substantial doubt
about Real Estate Associates Limited VII's ability to continue as
a going concern after auditing the partnership's financial
statements as of Dec. 31, 2006.  Ernst & Young reported that the
partnership continues to generate recurring operating losses.  In
addition, notes payable and related accrued interest totaling
about $20,870,000 are in default due to non-payment.

For the year ended Dec. 31, 2006, the partnership recorded a net
loss of $860,000 on interest income of $107,000, as compared with
a net loss of $960,000 on interest income of $74,000 for the year
ended Dec. 31, 2005.

The partnership's balance sheet as of Dec. 31, 2006, showed total
assets of $2,045,000 and total liabilities of $20,914,000,
resulting in a total partners' deficit of $18,869,000.  Total
partners' deficit as of Dec. 31, 2006, consisted of general
partners' deficit of $513,000 and limited partners' deficit of
$18,356,000.  The total assets held by the company as of Dec. 31,
2006, was purely in the form of cash and cash equivalents.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e51

                         Default on Notes

The partnership is in default on notes payable and related accrued
interest payable that matured between December 1999 and December
2004.  It is obligated for non-recourse notes payable of about
$6,840,000 to the sellers of the partnership interests, bearing
interest at 9.5% to 10%.  Total outstanding accrued interest at
Dec. 31, 2006, is about $14,030,000.  These obligations and the
related interest are collateralized by the partnership's
investment in the Local Limited Partnerships and are payable only
out of cash distributions from the Local Limited Partnerships, as
defined in the notes.  Unpaid interest was due at maturity of the
notes.  The Partnership has not repaid the notes payable and is in
default under the terms of the notes.

The partnership entered into an agreement with the non-recourse
note holder for certain of the Local Limited Partnerships with
notes payable totaling about $3,099,000 and accrued interest of
about $6,399,000, in which the note holder agreed to forebear
taking any action under these notes pending the purchase by the
note holder of a series of projects including the properties owned
by fourteen of the Local Limited Partnerships.

The partnership is attempting to negotiate extensions of the
maturity dates on the three notes payable not subject to the
forbearance agreement.  If the negotiations are unsuccessful, the
partnership could lose its investment in the Local Limited
Partnerships to foreclosure.

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership formed
under the laws of the State of California on May 24, 1983.  The
general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.


REED OF MEMPHIS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Reed of Memphis, Inc.
        2968 Homewood Road
        Memphis, TN 38128

Bankruptcy Case No.: 07-23938

Type of Business: The Debtor's owner, Andrew Hodge, filed for
                  Chapter 11 protection on March 1, 2007 (Bankr.
                  W.D. Tenn. Case No. 07-22008).

Chapter 11 Petition Date: May 2, 2007

Court: Western District of Tennessee (Memphis)

Debtor's Counsel: John E. Dunlap, Esq.
                  The Waggoner Law Firm
                  1433 Poplar Avenue
                  Memphis, TN 38104
                  Tel: (901) 276-3334
                  Fax: (901) 276-4715

Total Assets: $1,205,000

Total Debts:    $617,000

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


RESMAE MORTGAGE: Can Reject Advertising Pacts & Equipment Leases
----------------------------------------------------------------
ResMAE Mortgage Corporation obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to reject certain
equipment leases and advertising contracts.

The Debtor has determined that the leases and contracts have no
value to its business going forward.  A list of the rejected
executory contracts can be found at:

              http://researcharchives.com/t/s?1e49

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

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


RESMAE MORTGAGE: Can Walk Away from Walnut Creek Property Lease
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation between ResMAE Mortgage Corporation and the California
State Teachers' Retirement System that rejects a certain unexpired
lease of nonresidential real property in Walnut Creek, California.

The Debtor and RMC Asset Acquisition LLC, the purchaser of
substantially all of the Debtor's assets pursuant to an asset sale
agreement, do not believe that there is any value to be gained
from marketing the Walnut Creek lease.  The purchaser consequently
required the Debtor to reject the lease.

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

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


RIVERDEEP INTERACTIVE: S&P Lowers Bank Loan Rating from B to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its bank loan rating
and revised its recovery rating on the secured credit facilities
of Riverdeep Interactive Learning USA Inc. (corporate credit
rating B-/Stable/--).  The bank loan rating was lowered to 'B-'
from 'B', and the recovery rating was revised to '2' from '1',
following the company's announcement that it will increase the
amount of its first-lien term loan by $500 million.  The 'B-' bank
loan rating is the same as the corporate credit rating on the
company, and the '2' recovery rating indicates our expectation of
substantial (80%-100%) recovery of principal in the event of a
payment default.

"We lowered the recovery rating because the additional first-lien
secured debt reduces the recovery prospects of all first-lien
debtholders," said Standard & Poor's credit analyst
Hal F. Diamond.

Pro forma for the add-on, the facilities will consist of a
$2.11 billion term loan B due 2013 and a $250 million revolving
credit facility due 2012.  The company will use the additional
term loan proceeds to reduce the $1.07 billion bridge loan that
helped finance the December 2006 acquisition of Houghton Mifflin
LLC by parent company HM Rivergroup PLC (B-/Stable/--).

Ratings List

Riverdeep Interactive Learning USA Inc.

Corporate Credit Rating              B-/Stable/--

Ratings Lowered

Riverdeep Interactive Learning USA Inc.
                                           To      From
                                           --      ----
  Senior Secured                           B-      B


ROYAL CARIBBEAN: Earns $8.8 Million in Quarter Ended March 31
-------------------------------------------------------------
Royal Caribbean Cruises Ltd. reported net income of $8.8 million
for the first quarter ended March 31, 2007, compared with net
income of $119.5 million for the same period last year.

The first quarter of 2006 includes a net gain of $36 million
related to the partial settlement of a pending lawsuit against
Rolls Royce and Alstom Power Conversion, co-producers of the
Mermaid pod-propulsion system on Millennium-class ships, for the
recurring Mermaid pod failures.  Under the terms of the partial
settlement, the company received $38 million from Alstom and
released them from the suit, which remains pending against Rolls
Royce.

Total revenues increased by approximately 6.7% to $1.22 billion
from total revenues of $1.15 billion for the same period in 2006
primarily due to a 9.7% increase in capacity partially offset by a
2.7% decrease in Gross Yields.  Gross Yields represent total
revenues per Available Passenger Cruise Days (APCD).  The decrease
in Gross Yields was primarily attributed to a decrease in ticket
prices on a per passenger basis partially offset by the addition
of Pullmantur S.A.'s tour business.

Net Cruise Costs per APCD increased 5.4% compared to the same
period in 2006 primarily as a result of the addition of Pullmantur
S.A.'s tour business and an increase in payroll and related
expenses.

Gross interest expense increased to $90.6 million in 2007 from
$64.7 million for the same period in 2006.  The increase was
primarily attributable to higher average debt level and, to a
lesser extent, higher interest rates.  Interest capitalized during
2007 increased to $10.1 million from $7.1 million during the same
period in 2006 primarily due to a higher average level of
investment in ships under construction.

At March 31, 2007, the company's balance sheet showed
$13.69 billion in total assets, $7.60 billion in total
liabilities, and $6.09 billion in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $694.4 million in total current assets
available to pay $2.34 billion in total current liabilities.

As of March 31, 2007, liquidity was $1.2 billion, comprised of
$200 million in cash and cash equivalents and $1 billion in
available credit on the company's revolving credit agreement.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1e4d

                  Acquisition of Pullmantur S.A.

On Nov. 14, 2006, the company completed the acquisition of
Pullmantur S.A., a Madrid-based cruise and tour operator.  The
company purchased all of the capital stock of Pullmantur for
approximately $558.9 million.

                      About Royal Caribbean

Headquartered in Miami, Royal Caribbean Cruises Ltd. (NYSE: RCL)
-- http://www.royalcaribbean.com/ -- is a global cruise vacation
company that operates Royal Caribbean International, Celebrity
Cruises and Pullmantur.  The company has a combined total of 34
ships in service and seven under construction.  It also offers
unique land-tour vacations in Alaska, Australia, Canada, Europe
and Latin America.

                          *      *       *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Moody's Investors Service assigned Royal Caribbean Ltd.'s new
benchmark size Euro senior unsecured notes Ba1, raised RCL's
Speculative Grade Liquidity rating to SGL-2 from SGL-3 and
affirmed all other existing ratings.


SALTON INC: Leonhard Dreimann Resigns as Chief Executive Officer
----------------------------------------------------------------
Salton Inc. disclosed that Leonhard Dreimann has resigned as chief
executive officer of the company.  William M. Lutz will become
interim chief executive officer while retaining his current title
of chief financial officer of the company.

Mr. Dreimann will continue to serve as a director and will advise
the company for a transition period with respect to the company's
customers, suppliers and products, including new and innovative
product launches.  Mr. Dreimann will also assist the company as
requested in connection with the merger agreement between APN
Holding Company Inc., the parent of Applica Incorporated, and the
company.  The merger, which is subject to certain conditions, will
be completed in June or July 2007.

"I will be available to assist the company as it prepares and
plans for the pending merger with Applica," Leon Dreimann
commented.  "I am excited about the prospects of the combined
company, and I am confident that Bill and the company's management
team will continue to position the company for a promising
future."

                         About Salton Inc.

Headquartered in Lake Forest, Illinois, Salton Inc. (NYSE:SFP) --
http://www.saltoninc.com/-- designs, markets and
distributes branded, high-quality small appliances, home decor and
personal care products.  Its product mix includes a range of small
kitchen and home appliances, electronics for the home, time
products, lighting products, picture frames and personal care and
wellness products.

                          *     *     *

Moody's Investors Service assigned its Ca rating to Salton Inc.'s
12-1/4% Senior Subordinated Notes due April 15, 2008.


SIERRA HEALTH: Posts $1.2 Million Net Loss in Qtr Ended March 31
----------------------------------------------------------------
Sierra Health Services Inc. reported a net loss of $1.2 million
for the first quarter ended March 31, 2007, compared with net
income of $32.7 million for the same period in 2006.

The company incurred pre-tax operating losses of $4.3 million
during the first quarter of 2007 related to the company's enhanced
benefits Medicare Part D Prescription Drug (PDP) product.  The
company also recorded an additional $44.5 million in pre-tax
losses for a premium deficiency reserve related to the remaining
nine months of the Enhanced Plan contract, of which $4 million was
recorded in general and administrative expenses with the remainder
recorded in medical expenses.

The first quarter loss also includes $2.6 million in expenses
related to the company's pending merger with UnitedHealth Group.

Revenues for the quarter were $494.6 million, a 13% increase over
the $438.2 million for the same period in 2006.  Medical premium
revenues were $468.1 million, an increase of 13% over the
$414.4 million for the same period in 2006.

Medical expenses, as a percentage of medical premiums and
professional fees, or medical care ratio, increased to 90.2% in
2007 from 78.7% in 2006.  This includes the impact of the premium
deficiency reserve recorded in the quarter for the enhanced
benefits PDP product.

General and administrative expenses increased primarily due to
costs associated with the pending merger with UnitedHealth Group,
premium taxes, brokers' fees and a $4 million premium deficiency
reserve on the Enhanced Plan recorded in G&A.

Cash flow from operations was $85.2 million for the quarter,
compared to cash flow from operations of $129.5 million for the
same period in 2006.

"Our core operations continue to perform very well as demonstrated
by our strong revenue and membership growth trends," said Anthony
M. Marlon, M.D., chairman and chief executive officer.  "We were
very pleased to announce last month that we had entered into a
definitive agreement to be acquired by UnitedHealth Group.  We
believe that this combination will be very positive for our
customers, providers, employees and shareholders.  Although it is
disappointing to announce the loss on our enhanced benefits PDP
product, fortunately it is only a 2007 event as we will not be
offering the enhanced benefits product again in 2008."

At March 31, 2007, the company's balance sheet showed
$890.1 million in total assets, $671.4 million in total
liabilities, and $218.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1e58

                        About Sierra Health

Headquartered in Las Vegas, Sierra Health Services Inc.
(NYSE: SIE) -- http://www.sierrahealth.com/ -- is a diversified
healthcare services company that operates health maintenance
organizations, indemnity insurers, preferred provider
organizations, prescription drug plans and multi-specialty medical
groups.  Sierra's subsidiaries serve over 860,000 people through
health benefit plans for employers, government programs and
individuals.

                          *     *     *

As reported in the Troubled Company Reported on March 14, 2007,
Standard & Poor's Ratings Services placed its 'BB+' counterparty
credit rating on Sierra Health Services Inc. on CreditWatch with
positive implications.


SIRIUS SATELLITE: Posts $144.7 Mil. Net Loss in Qtr Ended March 31
------------------------------------------------------------------
SIRIUS Satellite Radio Inc. reported a net loss of $144.7 million
for the first quarter ended March 31, 2007, a 68% improvement from
a net loss of $458.5 million for the first quarter ended
March 31, 2006.

Excluding stock-based compensation of $24.2 million in the first
quarter of 2007 and stock-based compensation of $284.5 million in
the first quarter of 2006, adjusted net loss improved to
$120.5 million, a 31% improvement from the adjusted net loss for
the first quarter of 2006 of $174 million.

Total revenue for the first quarter of 2007 increased to
$204 million, up 61% from total revenue $126.7 million for the
year-ago quarter.  The increase in revenue was driven by a
$75.6 million increase in subscriber revenue resulting from the
net increase in subscribers of 2,503,298, or 61%, from
March 31, 2006 to March 31, 2007.

Operating expenses decreased $233.7 million to $339.1 million in
the first quarter of 2007, from operating expenses of
$572.8 million in the first quarter of 2006.  Excluding stock-
based compensation expenses for both periods, operating expenses
increased $26.6 million.

Programming and content expenses increased $7.2 million to
$57.1 million for the first quarter of 2007 from $49.9 million for
the first quarter of 2006.  The increase was primarily
attributable to license fees associated with new programming.

Revenue share and royalties expense increased $13.6 million to
$27.1 million for the first quarter of 2007 from $13.5 million for
the first quarter of 2006.  The increase was primarily
attributable to an increase in the OEM subscriber base and higher
revenue.

"2007 is off to a great start," said Mel Karmazin, chief executive
officer of SIRIUS.  "SIRIUS once again led the satellite radio
segment in net subscriber additions marking the sixth straight
quarter of leadership.  At the same time, we increased revenue by
61% and reduced our net loss by 68% from last year's first
quarter.  We are very pleased with our strong operating results
and we are on track to meet our 2007 guidance."

"SIRIUS is excited about the pending merger with XM.  The audio
entertainment market has changed dramatically since we received
our licenses in 1997 and consumers now have a dizzying and ever-
expanding array of options to choose from.  We believe the merger
makes sense for consumers and stockholders and we are confident
that the transaction will be completed by the end of 2007."

                 Pending Merger with XM Satellite

On Feb. 19, 2007, SIRIUS and XM Satellite Radio announced a
definitive agreement under which the companies will be combined in
a tax-free, all-stock merger of equals.  XM stockholders will
receive 4.6 shares of SIRIUS common stock for each share of XM
they own.  XM and SIRIUS stockholders will each own approximately
50 percent of the combined company.

The transaction is subject to approval by both companies'
stockholders, the satisfaction of customary closing conditions and
regulatory review and approvals, including antitrust agencies and
the FCC.  The companies expect the transaction to be completed by
the end of 2007.

At March 31, 2007, the company's balance sheet showed
$1.51 billion in total assets and $1.93 billion in total
liabilities, resulting in a $421.9 million total stockholders'
deficit.

                   About SIRIUS Satellite Radio

Based in New York, SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/ -- provides sports radio programming,
broadcasting play-by-play action of more than 350 pro and college
teams.  SIRIUS features news, talk and play-by-play action from
the NFL, NASCAR, NBA, NHL, Barclays English Premier League soccer,
UEFA Champions League, the Wimbledon Championships and more than
125 colleges, plus live coverage of several of the year's top
thoroughbred horse races.  SIRIUS also features programming from
ESPN Radio and ESPNews.

                          *     *     *

In February 2007, Moody's Investors Service affirmed SIRIUS
Satellite Radio, Inc.'s Corporate family rating at Caa1,
Probability-of-default rating at B3, and 9-5/8% senior notes due
2013 at Caa1, LGD4, 65%.

Additionally, Standard & Poor's Ratings Services placed all its
ratings, including the 'CCC' corporate credit rating, on New York
City-based Sirius Satellite Radio Inc. on CreditWatch with
positive implications.


SMARTIRE SYSTEMS: Inks Deal Selling $1.5MM Notes to Cornell's Unit
------------------------------------------------------------------
SmarTire Systems Inc. has entered into an agreement dated
April 27, 2007, providing for the sale of up to $1.5 million in
convertible debentures to a subsidiary of Cornell Capital
Partners LP.  On April 27, 2007, SmarTire sold one convertible
debenture under this agreement for gross proceeds of
$1.15 million.

The agreement provides that SmarTire may sell convertible
debentures for the balance of up to $350,000 at any time until
Oct. 1, 2007.

SmarTire intends to use the net proceeds of this financing
offering for general corporate purposes, including working
capital.

"The company is pleased that Cornell has demonstrated its
continued support of the company's strategy and vision as
evidenced by its second financing with the company this calendar
year," Jeff Finkelstein, SmarTire CFO, said.

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/-- develops
and markets advanced wireless sensing and control systems
worldwide under the SmartWave(TM) trademark.  SmarTire has
developed numerous patent-protected wireless technologies and
advanced tire monitoring solutions since it was founded in 1987.
Its proprietary SmartWave platform provides a foundation for the
addition of multiple wireless sensing and control applications.
The initial product release on the SmartWave platform is SmartWave
TPMS, which leverages on SmarTire's background and knowledge in
tire monitoring solutions. SmarTire has offices in North America
and Europe.

At Jan. 31, 2007, the company's balance sheet showed $5.3 million
in total assets, and $17.6 million in total liabilities, resulting
in a $12.3 million total stockholders' deficit.


SMURFIT-STONE: Fitch Holds Low-B Ratings with Negative Outlook
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Smurfit-Stone Container
Corporation as:

    -- Issuer Default Rating (IDR) at 'B+';
    -- Secured bank debt at 'BB+/RR1';
    -- Senior unsecured debt at 'B+/RR4';
    -- Preferred stock at 'B-/RR6'.

The Rating Outlook remains Negative.

SSCC's ratings and Outlook are a function of an uncertain balance
between industry supply and demand, frameworked against the
company's still high leverage after the sale of its consumer
packaging business.

Recognition is given to the good progress that SSCC has made on
its cost reduction promises.  SSCC has been able to turn their
fortunes by losing less profitable box volumes, plants, corrugated
products, and reducing headcount.  This year's cost reduction will
depend more on capital improvements (high speed corrugators) and
moving product more efficiently through the mill and box system.
The company turned profitable in the third and fourth quarters of
last year; and following a debt tender financed by the sale of its
consumer packaging business, net debt to EBITDA fell from 8.3
times (x) in 2005 to 5.9x at the end of 2006.  SSCC realized
$243 million in cost reduction benefits before $115 million in
cost inflation. SSCC also turned last year's first quarter $20
million loss from operations into a $23 million profit this year.

Risks to continuing progress include much higher current prices
for feedstock old corrugated containers, virgin fiber, and the
overall level of box demand in a slower growing North American
economy.  If markets become over-crowded due to anemic levels of
demand, the prices for corrugated containers (and last February's
attempted price increase) could recoil.  Linerboard exports may
also be challenged by new capacity coming on stream in China.

SSCC still needs to produce top line earnings initiatives (new
business with existing and new customers) of $650 million over a
three-year period.  In Fitch's opinion these will be more
difficult to achieve and will have to come at the expense of
International Paper, Weyerhaeuser, Georgia-Pacific, Temple-Inland
and others.  Longer term, these latter initiatives will be the
ones that will chart SSCC's course and financial profile, and
SSCC's ability to succeed will speak to Fitch's concerns.


SOLUTIA INC: Completes Purchase of Akzo Nobel's 50% Felxsys Stake
-----------------------------------------------------------------
Solutia Inc. has completed its purchase of Akzo Nobel N.V.'s 50%
interest in Flexsys.  Effective yesterday, it became a wholly
owned subsidiary of Solutia.

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Solutia Inc. has reached an agreement in principle to purchase
Akzo Nobel's stake in Flexsys well as Akzo Nobel's Crystex, a
"non-blooming vulcanizing agents for unsaturated elastomers"
business in Japan.

Solutia funded the purchase through a combination of sources,
including a portion of its new debtor-in-possession financing
package.

Flexsys became the fourth major platform in Solutia's business
portfolio, joining Performance Products which consists of
Saflex(R) laminated glass interlayers and specialty chemicals,
CPFilms(R) aftermarket window films, and an integrated family of
nylon products.

"Solutia's businesses are world leaders in their markets, and
Flexsys is the world leader in rubber chemicals.  This truly
global business will become an integral part of Solutia,"
Jeffry N. Quinn, chairman, president and ceo of Solutia, said.

James R. Voss has been named senior vice president and president
of Flexsys.  He previously served as Solutia's senior vice
president -- business operations.  Enrique Bolanos, who led
Flexsys for the past eight years, will remain active in the
business and will help with the transition of Flexsys into
Solutia.

"Flexsys brings Solutia a portfolio of strong products, a great
team of people, and unparalleled knowledge of the technology and
the market," Voss said.  "Solutia will contribute clear strategy,
crisp decision-making and strong corporate leadership."

                           About Flexsys

Headquartered in Brussels, Belgium, Flexsys --
http://www.flexsys.com-- is a 50%/50% rubber chemicals joint
venture between Akzo Nobel and Solutia, and is a supplier of
chemicals to the rubber industry.  Flexsys' products are
manufactured at 15 facilities worldwide: eight in Europe, three in
North America, two in South America and two in Asia.  Flexsys also
operates three technology centers, as well as more than 40 sales
offices worldwide.

Flexsys products play an important role in the manufacture of
tires and other rubber products, such as belts, hoses, seals and
footwear.  These chemicals help control the process of
manufacturing rubber, determine its performance characteristics
and improve the durability, flexibility and appearance of rubber.

Flexsys is a global business with offices, manufacturing
facilities and technology centers around the world and employs
about 600 people worldwide.  Flexsys has annual sales of
$600 million, about two-thirds of which take place outside the
United States.

                         About Akzo Nobel

Netherlands-based Akzo Nobel N.V., is a multicultural organization
serving customers throughout the world with human and animal
healthcare products, coatings, and chemicals.  Akzo Nobel employs
around 61,500 people and conduct activities in four segments -
human and animal health, coatings and chemicals - subdivided into
13 business units, with operating subsidiaries in more than 80
countries.

                         About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003, (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  On
Feb. 14, the Debtors' filed their chapter 11 plan of
reorganization and disclosure statement explaining that plan.
Their exclusive period to file a chapter 11 plan expires on
July 30, 2007.


SOLUTIA INC: Judge Beatty Rules Bonds Doesn't Have Lien on Assets
-----------------------------------------------------------------
Solutia Inc. disclosed that the Hon. Prudence Carter Beatty of the
United States Bankruptcy Court for the Southern District of New
York has issued a ruling in the company's favor in the JPMorgan
bondholder litigation.  The judge found that Solutia's 7.375%
notes due Oct. 15, 2027, and its 6.72% notes due Oct. 15, 2037,
are not entitled to a lien on any of Solutia's assets and
therefore should be treated like all of the other unsecured
creditors.

"The company is pleased to have its position sustained by the
court and this decision clarifies an important legal issue
concerning the status of one of the company's major creditor
constituents that will allow for Solutia to emerge from
bankruptcy," Jeffry N. Quinn, chairman, president and chief
executive officer of Solutia, said.

"The company's priority remains to maximize the value of the
estate for all stakeholders and the company looks forward to
filing a revised Plan of Reorganization shortly," added Quinn.

                         About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003, (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  On
Feb. 14, the Debtors' filed their chapter 11 plan of
reorganization and disclosure statement explaining that plan.
Their exclusive period to file a chapter 11 plan expires on
July 30, 2007.


STINGER SYSTEMS: Killman Murrell Raises Going Concern Doubt
-----------------------------------------------------------
Killman, Murrell & Company, P.C. raised substantial doubt about
Stinger Systems Inc.'s ability to continue as a going concern
after auditing the company's financial statements as of Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations and limited capital resources.

As of Dec. 31, 2006, the company posted total assets of $3,155,993
and total liabilities of $2,417,435, resulting in a total
stockholders' equity of $738,558.  Accumulated deficit as of Dec.
31, 2006, stood at $25,222,341, up from $18,915,996 as of Dec. 31,
2005.

Sales for the year 2006 were $454,454, as compared with sales for
the year 2005 of $469,997.  Net loss for the year 2006 was
$6,306,345, as compared with a net loss for the year 2005 of
$10,085,529.

At Dec. 31, 2006, the company had negative working capital of
about $1,915,237, including a cash balance of $121,047.  This
represents a decrease in working capital of $4,160,743 from
working capital of $2,245,506 at Dec. 31, 2005, and a cash balance
of $2,408,556.  This decrease in working capital is principally
due to research and development efforts and engineering activities
to improve the Stinger projectile stun gun product line and future
generation projectile stun guns, and an increase in insurance
expense, as well as increased legal and professional fees and
employee related expenses.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e54

                      About Stinger Systems

Stinger Systems Inc. in Tampa, Florida, (OTC BB: STIY) --
http://www.stingersystems.com/-- produces and markets less-lethal
electronic restraint products to law enforcement, correctional
facilities, professional security and military sectors.  The
company's products include the Ultron II(R) handheld contact stun
gun, the Ice-Shield electronic immobilization riot shield, and the
Bandit/REACT system, an electronic immobilizing restraint.  The
company's primary focus is the "Stinger" projectile stun gun and
its success is largely dependent upon the commercialization of
this product.


TENASKA ALABAMA: Stable Cash Flow Cues S&P's Stable Outlook
-----------------------------------------------------------
Standard & Poor's Rating Services raised its rating on Tenaska
Alabama Partners L.P.'s 7% senior secured bonds due in 2021 to
'BB' from 'BB-', following the upgrade of The Williams Cos. Inc.
(Williams; BB+/Stable/--).  The outlook is stable.

"The stable outlook on Tenaska Alabama reflects the stability of
cash flows provided by the strong 25-year fuel conversion services
agreement with Williams Power, a unit of Williams," said Standard
& Poor's credit analyst Daniel Welt.

Tenaska Alabama is a Delaware limited partnership that used the
proceeds of the bond offering to refinance the 844 MW Tenaska
Lindsay Hill Generating Station, a combined-cycle, natural gas-
and oil-fired power plant.

The power plant is in Autauga County near Billingsley, Alabama,
northwest of Montgomery.

Tenaska Alabama is majority owned by Tenaska Alabama I L.P., which
is 65% owned by affiliates of Omaha, Neb.-based Tenaska Inc. and
35% owned by affiliates of Diamond Generating Corp., which is a
subsidiary of Mitsubishi Corp.


THISTLE MINING: Financial Restructuring Cues Filing Delay
---------------------------------------------------------
Thistle Mining Inc. failed to meet the deadline for filing and
delivering its annual audited financial statements for the year
ended Dec. 31, 2006 and related management discussion and analysis
of financial condition.

The delay in the release of the financial statements arose from
the need to amend the financial restructuring plan referred to in
the company's press release dated April 11, 2007.

Thistle and its major creditors, MC Resources and Casten Holdings
Limited have agreed in principle that the financial restructuring
as largely contemplated in the Restructuring Agreement will be
suspended until CGA Mining Limited have consented to the transfer
of Thistle's 100% ownership interest in Toowong to MC and Casten
or the transfer of the Thistle's shares in CGA to MC and Casten.

Toowong holds 40,985,538 CGA shares acquired as part of the recent
transaction whereby Thistle sold its interest in the Masbate
project in the Philippines to CGA.  If CGA's consent is not
obtained within a period of three months from the date of
signature of a binding agreement, MC and Casten have agreed in
principle to defer repayment of interest and principal on the
loans they have advanced to the company until May 2008.  This will
allow the company to present its financial statements on a "going
concern" basis in accordance with Canadian generally accepted
accounting principles.

However, in particular circumstances the debt deferment
undertakings provided by MC and Casten will be of no force and
effect.  These relate mainly to economic circumstances of the
company, a material adverse change in the financial position or
prospects of the company or its subsidiaries and any material
legal claims being made against the company or its subsidiaries.

It is now anticipated that a legally binding agreement dealing
with the financial restructuring and debt standstill as
contemplated above and the company's financial statements will be
finalized by or around May 18, 2007.

The directors of the company intend to request a restoration of
the company's AIM trading facility at that time.  The shares of
the company have been suspended from trading on the AIM Market of
the London Stock Exchange Plc following receipt on March 27, 2007
of written notices from MC and Casten indicating that they were
not willing to defer payments of principal and interest due on
April 1, 2007.

                         Update on PSGM

President Steyn Gold Mines (Free State)(Pty) Limited sold 146,302
ounces of gold in 2006.  For 2006 PSGM's unit cash cost and total
costs amounted to $541 and $577 per ounce of gold respectively and
the company realized an average price of $603 per ounce.  Gold
production from PSGM for 2007 is anticipated to be approximately
140,000 oz at a cash cost of $575 to $580 per ounce assuming an
exchange rate of 7.30 South African rand per US dollar.

                       About Thistle Mining

Established in 1996, Thistle Mining (TSX: THT and AIM: TMG) --
http://www.thistlemining.com/-- has spent its time productively
seeking out special opportunities in the mining sector.  From the
start, the principal focus was on operations with proven reserves.
At present, the company has a geographically diversified portfolio
in two continents - more specifically, in South Africa and in the
Philippines. Thistle Mining's objective is to own or control
reserves of 5 million ounces of gold and to have group production
of 500,000 ounces of gold per annum.

                          Going Concern

The going concern basis of the company's financial statements
presentation assumes that Thistle will continue in operation for
the year ahead and will be able to realize its assets and
discharge its liabilities and commitments in the normal course of
business.  The company incurred losses of $4.2 million during the
nine months ended Sept. 30, 2006.  At Sept. 30, 2006, the
company's current liabilities exceeded its current assets by
$51.3 million and the company's total liabilities exceeded its
total assets by $14.2 million.


TOWER AUTOMOTIVE: Treatment of Claims Under Chapter 11 Plan
-----------------------------------------------------------
Tower Automotive, Inc., and its debtor-affiliates, delivered their
Joint Plan of Reorganization and accompanying Disclosure
Statement to the U.S. Bankruptcy Court for the Southern District
of New York on May 1, 2007.

The Reorganization Plan provides for the (i) payment in full of
secured claims, including obligations under Tower's DIP credit
facility and second lien loan facility, as well as payment in
full of administrative and priority claims, (ii) assumption of
the company's pension plan, and (iii) partial recovery for
certain unsecured creditors.

The Plan also incorporates the previously announced sale
agreement for substantially all of Tower's assets to TAC
Acquisition Company, LLC, an affiliate of Cerberus Capital
Management, L.P.  Tower expects to close the sale transaction by
July 31, 2007, after the completion of a competitive bidding
process as outlined in the Sale Agreement with Cerberus, and
Court approval of both the Plan and Sale Transaction.

Qualified parties must submit competing bids to purchase Tower by
June 20, 2007.  If qualified and competing bids are received by
that date, the company will conduct an auction on June 25.
Following the auction, Tower would then ask the Court to confirm
its Plan and approve the Sale transaction.

               Classification & Treatment of Claims

Under the Plan, all Claims against Tower, other than
Administrative Claims, DIP Facility Claims and Priority Tax
Claims, are divided into nine separate classes.  Tower believes
this complies with the requirements of the Bankruptcy Code.

       Class    Description
       -----    -----------
         1      Other Priority Claims
         2      Other Secured Claims
         3      Second Lien Claims
         4      R.J. Tower Bondholder Claims
         5      R.J. Tower General Unsecured Claims
         6      5.75% Convertible Senior Note Claims
         7      Other General Unsecured Claims
         8      Trust Related Claims
         9      Common Equity Interests

Classes 1, 2, and 3 are unimpaired and are deemed to accept the
Plan.  Classes 4, 5, 6, and 7 are impaired and are entitled to
vote on the Plan.  Classes 8 and 9 are impaired; will receive no
distribution under the Plan; and are deemed to have rejected the
Plan without voting.

Each Holder of Allowed Claims in Classes 1 and 2 Claims will
receive full cash payments on the effective date of the Plan from
the Post-Consummation Trust Priority Account.  On or as soon as
practicable after the Plan Effective Date, all remaining Cash in
the Second Lien Collateral Account will be returned to the Second
Lien Agent for the Pro Rata benefit of the Second Lien Lenders,
and the Second Lien Facility will be terminated.

Each Holder of an Allowed Class 3 Claim will receive a full cash
payment from TAC Acquisition, pursuant to the terms of TAC
Acquisition's purchase agreement with Tower.

Each Holder of an Allowed Class 4 Claim will receive its Pro Rata
share of the R.J. Tower Bondholder Primary Recovery and the R.J.
Tower Bondholder Secondary Recovery.  The Post-Consummation Trust
will not make distributions to holders of Class 4 Claims until
all Post-Consummation Trust Senior Claims payable by the Post-
Consummation Trust have been paid in full, or until an
appropriate Disputed Claims Reserve has been established for the
payment of all Post-Consummation Trust Senior Claims.

Each Holder of an Allowed Class 5 Claim will receive its Pro Rata
share of the R.J. Tower General Unsecured Claim Primary Recovery
and the R.J. Tower General Unsecured Claim Secondary Recovery.
The Post-Consummation Trust will not make distributions to
holders of Class 5 Claims until all Post-Consummation Trust
Senior Claims payable by the Post-Consummation Trust have been
paid in full, or until an appropriate Disputed Claims Reserve has
been established for the payment of all Post-Consummation Trust
Senior Claims.

On the Plan Effective Date, the Class 6 5.75% Convertible Senior
Notes will be cancelled automatically without any further order
of the Court or the Debtors or the Indenture Trustee for the
5.75% Convertible Senior Notes.  Each Holder of an Allowed Class
6 5.75% Convertible Senior Note Claim will receive a Pro Rata
distribution of the Class 6 Recovery.  The Post-Consummation
Trust will not make distributions to holders of Class 6 Claims
until all Post-Consummation Trust Senior Claims payable by the
Post-Consummation Trust have been paid in full, or until an
appropriate Disputed Claims Reserve has been established for the
payment of all Post-Consummation Trust Senior Claims.

The Class 7 General Unsecured Claims, on the other hand, will be
cancelled and each Holder of an Allowed Class 7 General Unsecured
Claim will receive a Pro Rata distribution of the Class 7
Recovery.  The Post-Consummation Trust will not make
distributions to holders of Class 7 Claims until all Post-
Consummation Trust Senior Claims payable by the Post-Consummation
Trust have been paid in full, or until an appropriate Disputed
Claims Reserve has been established for the payment of all Post-
Consummation Trust Senior Claims.

The 6.75% Trust Preferred Securities will be cancelled and
Holders of Class 8 Trust Related Claims will receive no
distribution on account of their Claims.

In addition, all Class 9 Equity Interests will be deemed
cancelled, and will be of no further force and effect, whether
surrendered for cancellation or otherwise, and there will be no
distribution to the Holders of Class 9 Equity Interests.

                      Administrative Claims

Each Holder of an Allowed Working Capital Administrative Claim
will be paid in the ordinary course of business the full unpaid
amount of the Claim in cash by TAC Acquisition, or other entities
designated by Cerberus or other entities as may be designated the
successful bidder or successful bidders at the conclusion of an
auction pursuant to the Cerberus Term Sheet.

Each Holder of an Allowed Other Administrative Claim will be paid
the full unpaid amount of the Claim in cash by the Post-
Consummation Trust Plan Administrator, out of a Post-Consummation
Trust Priority Account.

Holders of Working Capital Administrative Claims based on
liabilities incurred by a Debtor in the ordinary course of its
business will not be required to file or serve any request for
payment of the Working Capital Administrative Claims.

                       DIP Facility Claims

Allowed DIP Facility Claims will be paid in full in cash on the
Plan Effective Date.

                       Priority Tax Claims

On the later of the Plan Effective Date or the date on which a
Priority Tax Claim becomes an Allowed Priority Tax Claim, each
Holder of an Allowed Priority Tax Claim due and payable on or
before the Plan Effective Date will receive on account of the
Claim, cash in an amount equal to the amount of the Allowed
Priority Tax Claim, which amounts will be payable by the Post-
Consummation Trust out of the Post-Consummation Trust Priority
Account.

                Allowed Secondary Liability Claims

The classification and treatment of Allowed Claims under the Plan
take into consideration all Allowed Secondary Liability Claims.

On the Effective Date, Allowed Secondary Liability Claims arising
from or related to any Debtor's joint or several liability for
the obligations under any (a) Allowed Claim that is being
reinstated under the Plan or (b) Executory Contract or Unexpired
Lease that is being assumed or deemed assumed by another Debtor
or under any Executory Contract or Unexpired Lease that is being
assumed by and assigned to another Debtor or any other Entity,
will be reinstated.

Except as otherwise provided, Holders of Allowed Secondary
Liability Claims will be entitled to only one distribution in
respect of the underlying Allowed Claim from the Substantively
Consolidated Debtors and only one distribution in respect of the
underlying Allowed Claim from the International Holding Company
Debtors.  No multiple recovery on account of any Allowed
Secondary Liability Claim will be provided or permitted.

               Intercompany and Subordinated Claims

All Intercompany Claims and Subordinated Securities Claims will
be cancelled as of the Plan Effective Date, and Holders of these
Claims will not receive a distribution under the Plan in respect
of the Claims.

                           Pension Plan

R.J. Tower, a wholly owned subsidiary of Tower, Inc., currently
sponsors and maintains one defined benefit pension plan known as
The Tower Automotive Consolidated Pension Plan.

The Plan provides that TAC Acquisition intends to assume the
Pension Plan on an on-going basis and will be liable to fund the
Pension Plan in accordance with the minimum funding standards
under the Internal Revenue Code and ERISA; pay all required PBGC
insurance premiums; and continue to administer and operate the
Pension Plan in accordance with the terms of the Pension Plan and
provisions of ERISA.

TAC Acquisition and all members of its controlled group will be
obligated to pay the contributions necessary to satisfy the
minimum funding standards under Section 412 of the Internal
Revenue Code and Section 302 of ERISA.

PBGC has filed an estimated contingent claim in the Debtors'
Chapter 11 Cases against each Debtor for unfunded benefit
liabilities owed to the Tower Automotive Pension Plan and the
Tower Automotive UAW Retirement Income Plan for $182,900,000 and
$7,700,000.  PBGC has also filed unliquidated claims for
statutory premiums owed to PBGC and minimum funding contributions
owed to each of the Pension Plans.  Upon the closing on the sale
of the Debtors' assets to TAC Acquisition, and upon the
Purchaser's continuation of the Pension Plan, PBGC will withdraw
its claims against the Debtors' bankruptcy estates.

                              Trusts

Two trusts, the Post-Consummation Trust and the Unsecured
Creditors Trust, will be established for the primary purpose of
liquidating Trust assets with no objective to continue or engage
in the conduct of a trade or business, except to the extent
reasonably necessary to, and consistent with, the liquidating
purpose of the Trust.

A. Post-Consummation Trust

The Debtors will transfer to the Post-Consummation Trust all of
their rights, title and interests in "Remaining Assets".  Any
attorney client privilege, work product privilege, or other
privilege or immunity attaching to any documents or
communications -- whether written or oral -- transferred to the
Post-Consummation Trust will vest in the Post-Consummation Trust
and its representatives.

The Debtors, in consultation with the Official Committee of
Unsecured Creditors, will designate the initial Post-Consummation
Trust Plan Administrator.

Cash in the Post-Consummation Trust Priority Account will be
applied in accordance with the terms of the Post-Consummation
Trust Budget:

    (1) to the fees, costs, expenses -- each in amounts not to
        exceed amounts approved pursuant to the Post-Consummation
        Trust Budget -- and liabilities of the Post-Consummation
        Trust Plan Administrator;

    (2) to satisfy any other administrative and Wind-Down Expenses
        of the Post-Consummation Trust; and

    (3) to the distributions provided for pursuant to the Plan.

The Post-Consummation Trust Plan Administrator, after the Plan
Effective Date, will pay $2,000,000 out of the Post-Consummation
Indemnity Account pursuant to the terms of an ERISA Settlement
Agreement, it being understood that any refund paid to the
Debtors under the ERISA Settlement Agreement up to $2,000,000
will be returned to the Post-Consummation Indemnity Account.

The Post-Consummation Trust will also establish a Retained
Professional Escrow Account and reserve the amounts necessary to
ensure the payment of all Accrued Professional Compensation.

All other actions, along with any associated recoveries, proceeds
and settlements, will remain the property of the Debtors'
estates, and will be devised to the Post-Consummation Trust,
provided, no Acquired Assets or Residual Chapter 5 Claims will be
devised to the Post-Consummation Trust.

Chapter 5 Claims refer to any and all avoidance, recovery,
subordination or other actions or remedies that may be brought on
behalf of the Debtors or their estates under the Bankruptcy Code
or applicable non-bankruptcy law, including actions or remedies
under Sections 510, 542, 543, 544, 545, 547, 548, 549, 550, 551,
552, 553(b) and 724(a) of the Bankruptcy Code.

B. Unsecured Creditors Trust

On the Plan Effective Date, TAC Acquisition will transfer to the
Unsecured Creditors Trust the Cash portion of the Unsecured
Creditors Trust Assets -- $10,000,000 Unsecureds Claim Payment
and a $2,000,000 Unsecureds Funds Payment.  Residual Chapter 5
Claims will be deemed to be transferred to the Unsecured
Creditors Trust free and clear of all Claims and Interests
pursuant to the terms of the Confirmation Order.

The Creditors Committee will designate the initial Unsecured
Creditors Trust Plan Administrator.

The Post-Consummation Trust and the Post-Consummation Trust Plan
Administrator will reasonably cooperate with the Unsecured
Creditors Trust and the Unsecured Creditors Trust Plan
Administrator to facilitate the administration of the Trusts,
including, but not limited to the sharing of information related
to Claims and any Disputed Claims Reserve.

            Cancellation of Notes and Equity Interests

On the Plan Effective Date, except to the extent otherwise
provided, all notes, stock, instruments, certificates, and other
documents evidencing the 5.75% Convertible Senior Note Claims,
the 6.75% Trust Convertible Subordinated Debenture Claims, the
9.25% Senior Euro Note Claims, the 12% Senior Note Claims, and
Equity Interests will be cancelled, and the obligations of the
Debtors or in any way related to the documents will be
discharged.

Any indenture, including the 5.75% Convertible Senior Note
Indenture, the 6.75% Trust Convertible Subordinated Debenture,
the 9.25% Senior Euro Note Indenture and the 12% Senior Note
Indenture will be deemed to be canceled, as permitted by Section
1123(a)(5)(F) of the Bankruptcy Code, and the obligations of the
Debtors will be discharged.  The 5.75% Convertible Senior Note
Indenture, the 9.25% Senior Euro Note Indenture and the 12%
Senior Note Indenture will continue in effect solely for the
purposes of:

    (i) allowing Holders of the 5.75% Convertible Senior Note
        Claims, the 9.25% Senior Euro Note Claims and the 12%
        Senior Note Claims to receive distributions under the
        Plan; and

   (ii) allowing and preserving the rights of the Indenture
        Trustees under the 5.75% Convertible Senior Note
        Indenture, the 9.25% Senior Euro Note Indenture and the
        12% Senior Note Indenture to:

         -- make distributions in satisfaction of Allowed 5.75%
            Convertible Senior Note Claims, the 9.25% Senior Euro
            Note Claims and the 12% Senior Note Claims;

         -- exercise their charging liens against any
            distributions; and

         -- seek compensation and reimbursement for any fees and
            expenses incurred in making distributions.

                     Dissolution of Committee

Effective no later than 30 days after the Plan, Effective Date if
no appeal of the Confirmation Order is then pending, and so long
as the Trusts have been established, the Committee will dissolve
with respect to the Debtors and its members will be released and
discharged from all further authority, duties, responsibilities
and obligations relating to the Chapter 11 Cases.

However, the Committee and its Retained Professionals will be
retained with respect to (i) applications filed pursuant to
Sections 330 and 331 of the Bankruptcy Code, (ii) motions seeking
the enforcement of the provisions of the Plan and the
transactions contemplated under the Plan or the Confirmation
Order and (iii) pending appeals.

                       Liquidation Analysis

The Debtors believe that the Plan meets the "best interest of
creditors" test as set forth in Section 1129(a)(7) of the
Bankruptcy Code.  There are Impaired Classes with respect to each
Debtor, certain of which are contemplated to receive recoveries
under the Plan.  The Debtors believe that the members of each
Impaired Class will receive at least as much as they would if the
Debtors were liquidated under Chapter 7 of the Bankruptcy Code.

            Summary of Hypothetical Liquidation Values
                Substantively Consolidated Debtors
                       As of March 31, 2007

                                Hypothetical Recovery Value

                                 Low                  High
                                 ---                  ----
Asset Type:
  Cash and Equivalents      $240,593   100%       $240,593   100%
  Accounts Receivable     41,530,738    61%     51,974,440    76%
  Inventory               30,890,230    72%     39,240,267    91%
  MRO                        808,012     5%      2,424,036    15%
  Tooling                 18,739,785   100%     20,821,984   100%
  PP&E                   118,604,044    27%    216,135,105    49%
  Prepaid Expenses                 -     0%        403,583    10%
  Other Non-Cur. Assets            -     0%              -     0%
                         -----------           -----------
Total                   $210,813,402          $331,240,007
                         ===========           ===========
Less:
  Liquidation Costs      (10,142,524)          (16,741,498)
  Chap. 7 Trustee Fees    (6,324,402)           (9,937,200)
  Runoff Costs           (71,000,000)          (54,000,000)
  Professional Fees      (21,000,000)          (17,000,000)
                         -----------           -----------
Total Distributable
  Value                 $102,348,476          $233,561,308
                         ===========           ===========

The Liquidation Analysis reflects the estimated cash proceeds,
net of liquidation related costs that would be realized if the
Debtors were to be liquidated in accordance with Chapter 7.  The
Debtors prepared the Liquidation Analysis, with the assistance of
FIT Consulting, Inc., Lazard Freres & Co., LLC, and other
professionals, and in a manner consistent with the consolidated
legal structure of the Plan.

The Debtors believe the Liquidation Analysis and the conclusions
set forth in the Analysis are fair and accurate, and represent
management's best judgment with regard to the results of a
Chapter 7 liquidation of the Debtors.

A full-text copy of the Debtors' Liquidation Analysis is
available for free at http://ResearchArchives.com/t/s?1e63

                      Plan Must be Approved

The Debtors urge creditors entitled to vote to accept the Plan.
The Creditors Committee also urges the Holders of Class 4 R.J.
Tower Bondholder Claims, Class 5 R.J. Tower General Unsecured
Claims, Class 6 5.75% Convertible Senior Note Claims and Class 7
Other General Unsecured Claims to vote to accept the Plan and to
evidence their acceptance by timely completing and returning
their Ballots.

The Debtors will file Plan Supplements on or before July 2, 2007.
Upon filing, the Plan Supplement will be made available on
the Voting Agent's Web site at http://www.bsillc.com

A full-text copy of Tower's Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?1e61

A full-text copy of Tower's Plan is available for free at:

           http://ResearchArchives.com/t/s?1e62

                     About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  The Debtors' exclusive period to file a chapter 11 plan
expired today, May 3.

(Tower Automotive Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


TOWER AUTOMOTIVE: Disclosure Statement Hearing Set for June 5
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on June 5, 2007, to consider the adequacy
of the Disclosure Statement explaining Tower Automotive Inc. and
its debtor-affiliates' Joint Plan of Reorganization.

The Deadline for filing objections to the Disclosure Statement is
May 29.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  The Debtors' exclusive period to file a chapter 11 plan
expired today, May 3.

(Tower Automotive Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


UAL CORP: Fitch Affirms Issuer Default Rating at B-
---------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of UAL Corp.
and its principal operating subsidiary United Airlines, Inc. at
'B-'.

In addition, Fitch affirms United Airlines' secured bank credit
facility (term loan and revolving credit facility) at 'BB-/RR1'.

Fitch has revised the Rating Outlook for UAL and United to
Positive from Stable.  The secured debt rating applies to United's
recently amended $2.055 billion bank credit facility.

Ratings for UAL and United reflect the carrier's highly levered
balance sheet, improving but still weak margins, and ongoing
susceptibility to revenue and fuel price shocks in an industry
that remains particularly vulnerable to event risk.  Fifteen
months after its exit from Chapter 11 and a three-year
restructuring process, United's operating profile has improved
modestly and its free cash flow generation outlook for 2007 is
good.  With no aircraft deliveries on the near-term horizon and
reasonably strong international revenue fundamentals still in
place, United is poised to strengthen its liquidity position again
this year, while de-levering through scheduled debt amortization
and better operating cash flow trends.

The revision of the Rating Outlook to Positive reflects the
expectation that strong free cash flow (in excess of $1 billion
for 2007) will allow de-levering to proceed, even in a challenging
industry operating environment.

United took an important step on the road to balance sheet repair
with the recent refinancing of its bank credit facility.  The
airline's liquidity position at year-end 2006 was very strong
($5 billion in total cash), allowing management to pay down
$972 million on the original exit facility while reducing the
total commitment under the new facility to $2.055 billion from
$3 billion.  Tighter credit spreads provided United with an
opportunity to lower its annual interest expense by approximately
$70 million as a result of the refinancing.  The new credit
facility was priced at LIBOR + 200 basis points.  The transaction
also freed up about 100 aircraft from the exit facility collateral
pool, creating a larger base of unencumbered assets and improving
the carrier's flexibility in responding to any future liquidity
pressure.  The credit facility pay-down, together with scheduled
debt payments, drove approximately $1.4 billion of adjusted debt
reduction in the first quarter.

The operating outlook for United and the rest of the U.S. airline
industry is more uncertain in light of softer than expected
domestic revenue trends reported for the first quarter.  The
outlook is further complicated by high and volatile jet fuel
prices, which may increase in importance this summer if limited
refining capacity fails to keep up with strong fuel demand.
United has hedged approximately 23% of expected second-quarter
fuel deliveries with three-way crude oil options with upside
protection beginning at $59 per barrel of crude oil and capped at
$69 per barrel.

Domestic available seat mile capacity growth for the industry will
exceed U.S. GDP and underlying demand growth this year, and
passenger yield growth will likely be low (or even negative) in
the second and third quarters as a result of slower U.S. economic
growth.  In international markets, higher capacity growth rates
(particularly on trans-Atlantic routes) may put pressure on yields
and revenue per ASM this summer.  The timing of any softening in
international markets will be an important trend to monitor in the
second and third quarter in determining whether United and the
rest of the industry can expand operating margins in 2007.

United reported a pre-tax loss of $236 million in the seasonally
weak first quarter - a performance that stood in contrast to
reported profitability at AMR and Continental.  While the first
quarter pre-tax loss was $70 million better than the comparable
year-earlier number, operating trends were clearly weaker than
expected as a result of soft domestic unit revenue patterns in the
quarter.  Much of the problem was related to excess capacity
introduced by United and some of its competitors in January.
Management identified the Denver hub as a particular problem with
respect to pricing pressure.  A large low-cost carrier presence at
Denver, where Southwest began operations in 2006, appears to be
contributing to yield weakness there.  A shift in Mileage Plus
revenue accounting policies drove approximately $107 million in
reduced passenger revenue during the first quarter, but even
adjusted revenue per ASM figures for the period were weak.  This
was especially true in North America, where yields and unit
revenue both fell by about 4%.  On the cost side, United is
hitting its expense reduction goals; $265 million in additional
cost reduction is targeted for all of 2007.  However, inflationary
pressures on the maintenance and airport rents lines will force
non-fuel cost per available seat mile (CASM) up by 1% to 2% for
the full year.

Softening domestic revenue trends this year will make it difficult
for United to deliver solid improvements in operating margins;
however, limited calls on operating cash flow for the year should
allow the carrier to meet scheduled debt maturities and continue
de-levering the balance sheet in a modestly weaker industry
operating environment.  An upgrade to 'B' for the IDR is possible
within the next 12 to 18 months, but largely dependent upon the
durability of the industry revenue recovery and the absence of
further sharp spikes in jet fuel prices.

Management remains focused on the need to re-build its balance
sheet through strong free cash flow generation and scheduled debt
amortization. Beyond contractual commitments, management noted on
its April 25 earnings call that excess cash flow could be targeted
toward additional debt reduction.  While the potential return of
cash to shareholders is being analyzed, no plans are in place for
a share repurchase in 2007.  Any decision to launch a share
repurchase or dividend program would require lender consultation
under the terms of the amended credit facility.


UNITED REFINING: Mulls Launching $100MM of 10-1/2% Notes Offering
-----------------------------------------------------------------
United Refining Company intends to commence a private placement
offering to eligible purchasers of an additional $100 million
principal amount of its 10-1/2% Senior Notes Due 2012.

The Company intends to use the net proceeds from this offering for
capital expenditures and general corporate purposes.

The company said that the additional Notes are to be issued
under an indenture dated as of Aug. 4, 2004, pursuant to which
$225,000,000 of notes of the same series were previously issued.

The resale of the Additional Notes in connection with the
private placement offering, which is subject to market and other
conditions, will be made within the United States only to
"qualified institutional buyers" and outside the United States
only to non-U.S. investors under Regulation S of the Securities
Act of 1933, as amended.

United Refining Company -- http://www.urc.com/-- is an
independent refiner and marketer of petroleum products.  The
company fuel cars, trucks, airplanes and farm and construction
equipment, as well as the homes and industries.  The company's
market includes Pennsylvania and portions of New York and Ohio.


UNITED REFINING: Moody's Rates Proposed $100MM Senior Notes at B3
-----------------------------------------------------------------
Moody's assigned a B3 rating to United Refining Company's proposed
$100 million senior unsecured notes offering.

Simultaneously, Moody's affirmed the B3 corporate family rating,
the B3 Probability of Default rating, and upgraded the ratings on
the existing notes to B3 (LGD 4, 58%) from Caa1 (LGD 4, 61%).

The add-on offering, which will have the same B3 rating as the
existing notes, will be used to fund approximately $20 million of
capital projects and for general corporate purposes which may
include the company's equity investment in the company's planned
coker project (estimated to be at least $400 million).

The ratings for the new notes and the upgrade of the existing
notes reflect the pro forma capital structure which contains a
higher percentage of unsecured debt.  As a result, under the LGD
methodology, the notes are currently not being notched from the
CFR.  However, Moody's notes that re-notching could occur if there
is any type of subordination effect (including increased usage
under the secured revolving credit facility) to the notes upon the
final financing plan for the coker project.

The affirmation of the B3 reflects the need to assess the final
structure of the planned coker and whether there is a need for
additional investments and/or credit support that may come
directly or indirectly from United and whether there are any
credit implications for United and ultimately the bondholders.
Moody's has already incorporated into the ratings the expectation
that United will make an initial equity investment into the
project.  However, Moody's notes that given the scale of the
project, substantial additional equity support may be necessary to
raise debt funding at the coker level which may have an impact on
United's ratings.

The B3 CFR also reflects the company's already high leverage which
will increase further with the add-on offering.  The added debt
will be used to fund a couple of relatively small throughput
expansion and earnings enhancing capital projects as well as for
general corporate purposes which may include an investment in the
company's long planned coker project.  While strong sector crack
spreads and historically wide light/heavy differentials have
resulted in significantly improved profitability and returns for
United that are more in line with a higher rating under Moody's
refining methodology, Moody's believes the B3 is still currently
appropriate given the company is incurring its historically
highest debt and leverage levels (measured on a debt to complexity
basis and a debt to capitalization basis) which ranks among the
highest for all independent refiners rated by Moody's.  Pro forma
for the offering, United's debt/complexity barrel will be
approximately $639 versus the peer average of ($440), and its
debt/capitalization ratio at about 79% which is higher than the
44% average for the high yield refiners.

The B3 also reflects the company's single refinery status which
exposes the company's cashflows to unplanned downtime; its
exposure to inherently volatile margin movements as evidenced in
the first fiscal quarter when the company reported a net loss
despite still supportive crack spreads; and the ongoing permitted
dividends to its controlling shareholder which drains capital that
could be for reinvestment.  The B3 is supported by the company's
retail network of 371 operated (186 owned) convenience stores
which offers a degree of earnings diversification and a steady
source of its gasoline product sales; the ability to run at least
80% medium sour crudes which enable the company to take advantage
of differentials; and its niche market position within the
northwest Pennsylvania, southwest New York, and eastern Ohio
markets.

The stable outlook assumes that margins remain supportive given
the additional debt being undertaken. However, a positive outlook
would be considered with verification that the final structure and
funding of the planned coker project will not result in any
additional investment or credit support beyond what is already
built into the ratings combined with the view that margins will
remain supportive.  Any additional material capital projects or
potential acquisitions would be individually assessed for any
ratings impact.

United Refining Company is headquartered in Warren, Pennsylvania.


UNITED REFINING: Improved Liquidity Cues S&P to Lift Ratings to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating and senior unsecured ratings on petroleum refiner and
marketer United Refining Co. to 'B' from 'B-', reflecting United's
improved liquidity and financial strength, supported by the solid
near-term outlook for refining margins.  At the same time,
Standard & Poor's assigned its 'B' senior unsecured rating to the
proposed $100 million add-on to United's existing senior notes due
2012.  The outlook is stable.

"The upgrade reflects United's improved liquidity, strengthening
financial measures, solid operating track record, and the
favorable near- to medium-term outlook for refining margins," said
Standard & Poor's credit analyst Paul Harvey.  In addition,
ratings assume that any financing related to the long-awaited
coker project would be financed nonrecourse to United.  If the
project comes to fruition, S&P would review it and its potential
impact on the United ratings.  If United were seen as willing to
incur additional leverage to support the project, ratings could be
lowered.

"The ratings on United reflect the significant challenges the
company faces as a small, independent, private petroleum refiner
and marketer with substantial debt participating in a competitive,
erratically profitable, and highly capital-intensive industry,"
Mr. Harvey said.  "These weaknesses are tempered by the company's
niche market and related transportation cost advantage, its
ability to process heavy sour crude oil, as well as the
strengthening market for asphalt-related products."

The stable outlook reflects expectations for continued
satisfactory operating performance and solid liquidity.  In
addition, although weak, financial measures should remain adequate
at most margin levels.  Nevertheless, S&P could lower the ratings
if United pursues any leveraging transactions or if liquidity
materially weakens.  Furthermore, if United pursues the proposed
coker construction, S&P would reevaluate the ratings and possibly
lower them if the project exposes United to material future
financing commitments.  S&P expect no further positive rating
actions at this time.


UNIVERSAL HOSPITAL: Commences $260MM Cash Offering of 10.13% Notes
------------------------------------------------------------------
Universal Hospital Services Inc. has initiated a cash tender offer
to purchase any and all of the $260 million outstanding aggregate
principal amount of its 10.125% Notes due 2011 (CUSIP Number
91359PAB6).

In conjunction with the tender offer, the company is soliciting
consents to amend the indenture governing the Notes to eliminate
substantially all of the restrictive covenants, certain
affirmative covenants and certain events of default contained in
the indenture.  The tender offer is scheduled to expire at
5:00 p.m., New York City time on May 29, 2007, unless extended or
earlier terminated.

Subject to certain conditions precedent described in the Offer to
Purchase and Consent Solicitation Statement, holders who validly
tender Notes and deliver consents prior to 5:00 p.m., New York
City time, on May 11, 2007, unless extended, will be entitled to
receive the total consideration, which includes a consent payment
of $30 per $1,000 principal amount of Notes.  Holders who validly
tender Notes after the Consent Payment Deadline but prior to
Expiration Time, will be entitled to receive the tender
consideration, which is equal to the total consideration less the
Consent Payment.  Tendered Notes may be withdrawn and the related
consent may be revoked at any time prior to the Consent Payment
Deadline.

On April 15, 2007, the company, UHS Merger Sub Inc. and UHS Holdco
Inc. entered into a definitive merger agreement pursuant to which
UHS Merger Sub Inc., a Delaware corporation and a wholly owned
subsidiary of Purchaser will merge with and into the company.  The
closing of the transactions under the merger agreement is subject
to a number of customary conditions.  Purchaser is an affiliate of
Bear Stearns Merchant Banking, the private equity affiliate of The
Bear Stearns Companies Inc.  The offer and consent solicitation is
being made in connection with the Merger.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn is the price equal to:

(i) the sum of:

   (a) the present value, determined in accordance with standard
       market practice, on the Settlement Date of $1,050.63
       payable on Nov. 1, 2007; plus

   (b) the present value, determined in accordance with standard
       market practice, on the Settlement Date, of the interest
       payments that would accrue and be payable from the last
       interest payment date prior to such date until the First
       Call Date, determined on the basis of a yield equal to the
       sum of:

       (A) the yield to maturity on the 4.250% U.S. Treasury Note
           due Oct. 31, 2007, as calculated by Merrill Lynch,
           Pierce, Fenner & Smith Incorporated, as dealer manager,
           in accordance with standard market practice based on
           the bid-side price of the Reference Security as of
           2:00 pm New York City time on May 23, 2007, as
           displayed on the Bloomberg Government Pricing Monitor
           Page PX3 or any recognized quotation source selected by
           the Dealer Manager in its sole discretion if the
           Bloomberg Government Pricing Monitor is not available
           or is manifestly erroneous; plus

       (B) 50 basis points, minus

(ii) accrued and unpaid interest to, but not including, the
Settlement Date.  The total consideration includes the Consent
Payment.  The Settlement Date will be the second business day
following the day on which the Expiration Date occurs.

Holders tendering Notes will be required to consent to proposed
amendments to the indentures governing the Notes, which will
eliminate substantially all of the restrictive covenants, several
affirmative covenants and certain events of default contained in
the indenture.  Adoption of the proposed amendments requires the
consent of at least a majority of the outstanding principal amount
of the Notes.

The consummation of the tender offer and consent solicitation is
subject to the conditions set forth in the Offer to Purchase,
including, among other things, the receipt of consents of holders
representing the majority in aggregate principal amount of the
Notes and the satisfaction or waiver of all conditions to the
consummation of the Merger.  The company reserves the right to
amend the terms of the tender offer and consent solicitation.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase, copies of
which may be obtained by contacting the information agent for the
tender offer and consent solicitation:

   -- Global Bondholder Services Corporation
      Tel: (866) 470-3700 (toll free)

Questions regarding the tender offer and consent solicitation may
be directed to the Dealer Manager for the tender offer and the
solicitation agent for the consent solicitation:

   -- Merrill Lynch & Co.,
      Tel: (212) 449-4914 (collect); or
           (888) 654-8637 (toll free)

                     About Universal Hospital

Universal Hospital Services Inc. -- http://www.uhs.com/-- is a
medical equipment lifecycle services company.  UHS offers
comprehensive solutions that maximize utilization, increase
productivity and support optimal patient care resulting in capital
and operational efficiencies. UHS currently operates through more
than 75 offices, serving customers in all 50 states and the
District of Columbia.

                          *     *      *

Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Bloomington, Minnesota-based Universal Hospital
Services Inc. on CreditWatch with negative implications following
Universal's announcement that it has entered into a definitive
agreement to be acquired by Bear Stearns Merchant Banking.  The
total value of the transaction is approximately $712 million.


VONAGE HOLDINGS: Wants Verizon Patent Case Returned to Lower Court
------------------------------------------------------------------
Vonage Holdings Corp. asked the U.S. Court of Appeals for the
Federal Circuit to remand its patent case against Verizon
Communications Inc. to a lower court, Amol Sharma of The Wall
Street Journal reports.

According to WSJ, Vonage cited in its request a recent Supreme
Court ruling that could put pressure on companies in protecting
patents deemed too obvious.

The ruling, which favored a company accused of patent
infringement, gave Vonage more hope that it could win the case
against Verizon.

The company previously said in a regulatory filing that its
ongoing patent litigation with Verizon, if determined
against the company, could, among others, lead to the bankruptcy
or liquidation of the company.

                        Verizon Litigation

On June 12, 2006, Verizon filed a suit against Vonage and
its subsidiary Vonage America Inc., with the U.S. District Court
for the Eastern District of Virginia.

Verizon alleged that the company infringed seven patents in
connection with providing VoIP services and sought injunctive
relief, compensatory and treble damages and attorneys' fees.
Verizon dismissed its claims with respect to two of its patents
prior to trial, which commenced on Feb. 21, 2007.

After trial on the merits, a jury returned a verdict finding that
the company infringed three of the patents-in-suit.  The jury
rejected Verizon's claim for willful infringement, treble damages,
and attorneys' fees, and awarded compensatory damages in the
amount of $58 million.  The trial court subsequently indicated
that it would award Verizon $1.6 million in prejudgment interest
on the $58 million jury award.  The trial court issued a permanent
injunction with respect to the three patents the jury found to be
infringed effective April 12, 2007.

The trial court then permitted the company to continue to service
existing customers pending appeal, subject to deposit into escrow
of a 5.5% royalty on a quarterly basis.  The trial court also
ordered that the company may not use its technology that was found
to be infringing to provide services to new customers.  In
addition, Vonage posted a $66 million bond to stay execution of
the monetary judgment pending appeal.

On April 6, 2007, the company brought the trial court's ruling
to the Federal Circuit Court, which Court allowed Vonage to
continue to sign up new customers while Vonage appeals the jury's
decision and set June 25, 2007, as the commencement of the oral
arguments on the matter.

                           About Vonage

Vonage Holdings Corp. (NYSE:VG) -- http://www.vonage.com/-- is a
provider of broadband telephone services with over 1.4 million
subscriber lines as of February 8, 2006.  Utilizing its voice over
Internet protocol technology platform, the company offers feature-
rich, low-cost communications services with a call quality
comparable to traditional telephone services.  While customers in
the United States represent over 95% of its subscriber lines,
Vonage continues to expand internationally, having launched its
service in Canada in November 2004, and in the United Kingdom in
May 2005.


* Hunton & Williams Hires Brent Fewell to Reinforce Water Practice
------------------------------------------------------------------
Hunton & Williams LLP has expanded its environmental practice with
the addition of Brent Fewell, Esq. in its Washington, DC office.
He joins the law firm's water practice, and will focus on
compliance counseling, permit negotiations, regulatory and
legislative advocacy, and enforcement defense.

Mr. Fewell joins the firm from the U.S. Environmental Protection
Agency, where he served as Deputy Assistant Administrator for the
Office of Water, and acting Associate Administrator for the Office
of Congressional and Intergovernmental Affairs.  As the Deputy
Assistant Administrator, Mr. Fewell provided counsel to the EPA
Administrator and Assistant Administrator on all major regulations
and policies involving the federal Safe Drinking Water Act and
Clean Water Act programs.  He was responsible for overseeing the
development and implementation of all national water programs,
including wetlands, effluent limitation guidelines, wastewater and
storm water permitting, wet weather flows, water quality trading,
sustainable infrastructure, total maximum daily loads and impaired
waters, and carbon sequestration. Mr. Fewell served as lead on the
Bush Administration's hallmark Good Samaritan legislative and
regulatory initiative to accelerate the clean up of orphaned mine
sites as part of the Administration's emphasis on cooperative
conservation. Mr. Fewell's work also involved representing the
United States in international negotiations, including with
Mexico, Canada, and China, and he served as lead U.S. negotiator
on water quality issues for the Organisation for Economic
Cooperation and Development's 2006 review of the U.S.
environmental performance.

"Brent's experience at EPA will enable him to help the firm's
clients navigate increasingly complex environmental regulations,"
F. William Brownell, Hunton & Williams partner, co-head of the
firm's resources, regulatory, and environmental law practice said.
"His perspective on the problems the firm's clients face will be
an invaluable resource."

Mr. Fewell holds a law degree from Duquesne University, an M.E.M.
in Natural Resource Economics and Policy from Duke University, and
a B.S. in Wildlife Management from the University of Maine, where
he graduated magna cum laude.

Hunton & Williams' resources, regulatory, and environmental law
practice comprises attorneys committed to representing the firm's
clients' interests in the courts, before federal and state
regulators, and before lawmakers, and on a wide range of
corporate, transactional and counseling issues.  The firm combines
legal and advocacy skills with strategic skills that have been
developed over decades of work on an extensive variety of
environmental issues.

                      About Hunton & Williams

Hunton & Williams LLP provides legal services to corporations,
financial institutions, governments and individuals, as well as to
a broad array of other entities.  Since its establishment more
than a century ago, Hunton & Williams has grown to more than
875 attorneys serving clients in 100 countries from 18 offices
around the world.  While its practice has a strong industry focus
on energy, financial services and life sciences, the depth and
breadth of its experience extends to more than 60 separate
practice areas, including bankruptcy and creditors rights,
commercial litigation, corporate transactions and securities law,
intellectual property, international and government relations,
regulatory law, products liability, and privacy and information
management.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Ackerman Chevrolet, Inc.
   Bankr. N.D. Miss. Case No. 07-11349
      Chapter 11 Petition filed April 23, 2007
         See http://bankrupt.com/misc/msnb07-11349.pdf

In re Carolina Microbrew, L.L.C.
   Bankr. W.D. N.C. Case No. 07-30841
      Chapter 11 Petition filed April 23, 2007
         See http://bankrupt.com/misc/ncwb07-30841.pdf

In re William Jason Gardner
   Bankr. D. S.C. Case No. 07-02111
      Chapter 11 Petition filed April 23, 2007
         See http://bankrupt.com/misc/scb07-02111.pdf

In re The Good Shepherd Humane Society, Inc.
   Bankr. W.D. Ark. Case No. 07-71212
      Chapter 11 Petition filed April 24, 2007
         See http://bankrupt.com/misc/arwb07-71212.pdf

In re Petaluma Valley Drywall, Inc.
   Bankr. N.D. Calif. Case No. 07-10460
      Chapter 11 Petition filed April 24, 2007
         See http://bankrupt.com/misc/canb07-10460.pdf

In re Allstate Construction Enterprises, Inc.
   Bankr. N.D. Ga. Case No. 07-66421
      Chapter 11 Petition filed April 24, 2007
         See http://bankrupt.com/misc/ganb07-66421.pdf

In re Twingo's Deux, L.L.C.
   Bankr. E.D. Mich. Case No. 07-48029
      Chapter 11 Petition filed April 24, 2007
         See http://bankrupt.com/misc/mieb07-48029.pdf

In re Pal Washa Enterprises, Inc.
   Bankr. N.D. Tex. Case No. 07-31895
      Chapter 11 Petition filed April 25, 2007
         See http://bankrupt.com/misc/txnb07-31895.pdf

In re 30K Corporation
   Bankr. W.D. Wash. Case No. 07-11825
      Chapter 11 Petition filed April 25, 2007
         See http://bankrupt.com/misc/wawb07-11825.pdf

In re Ozark Foods, Inc.
   Bankr. W.D. Ark. Case No. 07-71243
      Chapter 11 Petition filed April 26, 2007
         See http://bankrupt.com/misc/arwb07-71243.pdf

In re Craig S. Bradley
   Bankr. D. Mass. Case No. 07-12557
      Chapter 11 Petition filed April 26, 2007
         See http://bankrupt.com/misc/mab07-12557.pdf

In re CEI, Inc.
   Bankr. D. N.J. Case No. 07-15727
      Chapter 11 Petition filed April 26, 2007
         See http://bankrupt.com/misc/njb07-15727.pdf

In re Samuel F. DeCaro
   Bankr. D. Conn. Case No. 07-50230
      Chapter 11 Petition filed April 27, 2007
         See http://bankrupt.com/misc/ctb07-50230.pdf

In re Urban Solutions, L.L.C.
   Bankr. N.D. Ill. Case No. 07-07677
      Chapter 11 Petition filed April 27, 2007
         See http://bankrupt.com/misc/ilnb07-07677.pdf

In re Embassy Realty, L.L.C.
   Bankr. D. Mass. Case No. 07-12609
      Chapter 11 Petition filed April 27, 2007
         See http://bankrupt.com/misc/mab07-12609.pdf

In re Headliners-4115 Mill Street, L.L.C.
   Bankr. D. N.J. Case No. 07-15808
      Chapter 11 Petition filed April 27, 2007
         See http://bankrupt.com/misc/njb07-15808.pdf

In re Upper West St., L.L.C.
   Bankr. S.D. N.Y. Case No. 07-11242
      Chapter 11 Petition filed April 27, 2007
         See http://bankrupt.com/misc/nysb07-11242.pdf

In re All American Heating, Inc.
   Bankr. W.D. Wash. Case No. 07-11897
      Chapter 11 Petition filed April 27, 2007
         See http://bankrupt.com/misc/wawb07-11897.pdf

In re A&G Williams Family Partners, Ltd.
   Bankr. S.D. Tex. Case No. 07-32821
      Chapter 11 Petition filed April 28, 2007
         See http://bankrupt.com/misc/txsb07-32821.pdf

In re 1407 Pizza Corp.
   Bankr. S.D. N.Y. Case No. 07-11273
      Chapter 11 Petition filed April 30, 2007
         See http://bankrupt.com/misc/nysb07-11273.pdf

In re Eugene Sonnenfeld
   Bankr. D. Nebr. Case No. 07-40822
      Chapter 11 Petition filed April 30, 2007
         See http://bankrupt.com/misc/neb07-40822.pdf

In re Independence Mailing Systems, Inc.
   Bankr. D. N.J. Case No. 07-15876
      Chapter 11 Petition filed April 30, 2007
         See http://bankrupt.com/misc/njb07-15876.pdf

In re JPMP Properties, Inc.
   Bankr. M.D. Fla. Case No. 07-03506
      Chapter 11 Petition filed April 30, 2007
         See http://bankrupt.com/misc/flmb07-03506.pdf

In re L&B Partners
   Bankr. M.D. Pa. Case No. 07-01339
      Chapter 11 Petition filed April 30, 2007
         See http://bankrupt.com/misc/pamb07-01339.pdf

In re Leo Alvarado, Jr. Family Limited Partnership
   Bankr. W.D. Tex. Case No. 07-51040
      Chapter 11 Petition filed April 30, 2007
         See http://bankrupt.com/misc/txwb07-51040.pdf

In re Leopold Alvarado, Jr.
   Bankr. W.D. Tex. Case No. 07-51041
      Chapter 11 Petition filed April 30, 2007
         See http://bankrupt.com/misc/txwb07-51041.pdf

In re MRG Restaurant Group, L.L.C.
   Bankr. S.D. N.Y. Case No. 07-22400
      Chapter 11 Petition filed April 30, 2007
         See http://bankrupt.com/misc/nysb07-22400.pdf

In re Rodney Wayne Parker
   Bankr. N.D. Ala. Case No. 07-81087
      Chapter 11 Petition filed April 30, 2007
         See http://bankrupt.com/misc/alnb07-81087.pdf

In re Barsamian Barkho Floors, Inc.
   Bankr. N.D. Ill. Case No. 07-07910
      Chapter 11 Petition filed May 1, 2007
         See http://bankrupt.com/misc/ilnb07-07910.pdf

In re Grace Cummunity Baptist Church, Inc.
   Bankr. E.D. Pa. Case No. 07-12570
      Chapter 11 Petition filed May 1, 2007
         See http://bankrupt.com/misc/paeb07-12570.pdf

In re Sagebrush Women's Healthcare, P.A.
   Bankr. N.D. Tex. Case No. 07-32151
      Chapter 11 Petition filed May 1, 2007
         See http://bankrupt.com/misc/txnb07-32151.pdf

In re Stephanie DiMaria
   Bankr. D. Ariz. Case No. 07-01968
      Chapter 11 Petition filed May 1, 2007
         See http://bankrupt.com/misc/azb07-01968.pdf

                             *********

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

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

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

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

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

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

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

                             *********

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

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

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

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

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

                    *** End of Transmission ***