TCR_Public/070507.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 7, 2007, Vol. 11, No. 107

                             Headlines

ADVANSTAR COMMUNICATIONS: Gets Requisite Consents for Senior Notes
ALL AMERICAN: Court Approves First Day Motions and DIP Financing
ALLIED HOLDINGS: $315MM Exit Financing from Goldman Sachs Okayed
ALLIED HOLDINGS: Equity Holders Withdraw Oil Rig Financing Appeal
AMERICAN AIRLINES: Pilots Union Seeks 30.5% Compensation Increase

AMERICAN AIRLINES: March 31 Stockholders' Deficit Down to $819MM
AMERICAN INT'L: Case Summary & 18 Largest Unsecured Creditors
ARKANSAS ENVIRONMENTAL: Case Summary & 12 Largest Unsec. Creditors
ARTISTDIRECT INC: Gumbiner Savett Raises Going Concern Doubt
ASARCO LLC: Court Issues Protocol for Estimation Proceedings

ASARCO: BP America, et al. Want to Join in Estimation Proceedings
ASSOCIATED ESTATES: Earns $450,000 in First Quarter Ended March 31
BOWATER INC: Weak Earnings Cue S&P's Negative Outlook
BURCAW DEVELOPMENT: Case Summary & 16 Largest Unsecured Creditors
CALPINE CORP: Unit Completes $377 Million Power Plant Financing

CBRL GROUP: Completes Zero Coupon Convertible Notes Exchange Offer
CERVANTES ORCHARDS: Judge Rossmeissl Confirms Reorganization Plan
CHEMED CORPORATION: Inks New $275 Million Bank Credit Facility
CHIQUITA BRANDS: Posts $3.4 Million Net Loss in Qtr Ended March 31
CITY CAPITAL: Buys Granite Real for $1.3MM Including Assumed Debts

COMMUNICATIONS CORP: Disclosure Statement Hearing Moved to May 21
COOPER TIRE: Moody's Holds Ratings and Says Outlook is Stable
COPELANDS' ENTERPRISES: Delaware Court Confirms Liquidation Plan
DAVID IHMUD: Case Summary & 15 Largest Unsecured Creditors
DELUXE ENTERTAINMENT: Increased Loan Cues S&P to Affirm Ratings

DENNY'S CORP: March 31 Balance Sheet Upside-Down by $221 Million
DUNE ENERGY: Prices Private Offering of Sr. Notes & Pref. Stock
EASTMAN KODAK: 2007 First Quarter Sales Decrease 8% to $2.12 Bil.
EDS CORP: Earns $164 Million in First Quarter Ended March 31
ENERGY PARTNERS: Earns $3.7 Mil. in First Quarter Ended March 31

EPICOR SOFTWARE: Prices $200MM Convertible Senior Notes Offering
FINAL ANALYSIS: Wants Until August 28 to File Chapter 11 Plan
FINAL ANALYSIS: Court Okays Sheppard as Special Litigation Counsel
FLINKOTE CO: Wants Exclusive Plan Filing Period Moved to Aug. 31
FREEHAND HJ: Organizational Meeting Scheduled for May 18

GEARS LTD: Low Cumulative Net Loss Prompts S&P to Upgrade Ratings
HEALTHSOUTH CORP: Completes Rehab Division Sale to Select Medical
HOST HOTELS: Possible Credit Improvement Cues S&P's Pos. Outlook
INSIGHT HEALTH: Defers $194.5MM Exchange Offer Deadline to May 16
INSIGHT HEALTH: Failure to Pay Interest Cues S&P to Cut Ratings

INTERTAPE POLYMER: Inks Agreement Selling Stake to Littlejohn Fund
ION MEDIA: Board Gets Restructuring Proposal from Stockholders
ION MEDIA: Inks Privatization Pact with Citadel & NBC's Affiliates
ISLE OF CAPRI: Financial Restatements Delay 10-Q Filing with SEC
J. CREW: Board Names Heather Reisman as Director

J. CREW: Unit Makes $25 Million Prepayment Under Credit Pact
JAMES RIVER: Posts $26.2 Million Net Loss in Year Ended Dec. 31
JP MORGAN: S&P Cuts Ratings on Four Classes of 2001-CIBC1 Certs.
L&M VIDEO: Case Summary & 20 Largest Unsecured Creditors
LONGVIEW FIBRE: Moody's Withdraws B1 Corporate Family Rating

LOUIS PEARLMAN: Case Summary & List of Creditors
MEDIA GENERAL: Shelf De-Registration Cues S&P to Withdraw Ratings
MICHAEL NELSON: Case Summary & 18 Largest Unsecured Creditors
NEFF CORP: S&P Rates Proposed $250 Million Senior Notes at B-
NEFF CORPORATION: Moody's Puts Corporate Family Rating at B3

NORTHWEST AIRLINES: Pilots Union Condemns CEO's $26.6 Mil. Bonus
NRG ENERGY: Fitch Says Common Dividend Plan Won't Affect Ratings
NRG HOLDINGS: Moody's Holds Corporate Family Rating at Ba3
NRG ENERGY: S&P Lifts Rating on $4.7 Billion Unsecured Bonds to B
NUTRO PRODUCTS: Moody's May Upgrade Ratings on Mars Deal

OAKWOOD HOMES: S&P Downgrades Ratings on Nine Classes
PEMBROKE PINES: S&P Rates Proposed $1.65 Billion Facilities at B
PERKINS & MARIE: Default Prompts S&P to Junk Corp. Credit Rating
PLAUDO LLC: Voluntary Chapter 11 Case Summary
PRIMUS TELECOMMS: March 31 Balance Sheet Upside-Down by $472.3MM

QWEST CORPORATION: Completes Offering of $500 Million Notes
QWEST CORP: Launches $400 Million Offering of Debt Securities
RAG SHOP: Organizational Meeting Scheduled this Friday
RITE AID: Earns $26.8 Million in Fiscal Year Ended March 3
ROCK-TENN COMPANY: Earns $21.7 Million in Quarter Ended March 31

SHAW GROUP: To Redeem Remaining $15.2 Mil. of 10-3/4% Senior Notes
SINCLAIR BROADCAST: Prices $300MM Convertible Sr. Notes Offering
SOLUTIA INC: Judge Beatty Approves Settlement Pact with FMC Corp.
SOLUTIA INC: Wants Deal with GE Capital on Contested Leases OK'd
SPECTRUM SIGNAL: Sells Stake to Vecima Networks for $18.3 Million

TERWIN MORTGAGE: S&P Puts Class I-B-6 Certs.' Rating on Neg. Watch
TRIAD HOSPITALS: Earns $222.3 Million in Year Ended December 31
TRIBUNE CO: Fitch Downgrades Issuer Default Rating to B+
WACHOVIA BANK: S&P Rates $21.9MM S. 2007-C31 Class N Certs. at BB-
VWR INTERNATIONAL: Company Sale Cues S&P's Negative Watch

WEDA SHAH: Voluntary Chapter 11 Case Summary
WESTMORELAND COAL: Intends to Launch $85 Million Rights Offering
WHITE BIRCH: S&P Rates Proposed $425 Million 1st-Lien Loan at B+
XERIUM TECHNOLOGIES: Secures Amendment to Senior Credit Facility

* White and Williams Builds Partnership with China's Xue Law Firm
* Xue Law Formally Unites with Pennsylvania-based White & Williams

* BOND PRICING: For the week of April 30 - May 4, 2007

                             *********

ADVANSTAR COMMUNICATIONS: Gets Requisite Consents for Senior Notes
------------------------------------------------------------------
Advanstar Communications Inc. received last week consents from
holders of approximately 100% of its outstanding 10-3/4% Second
Priority Senior Secured Notes due 2010 (CUSIP Nos. 00758RAM6 and
00758RAH7) and 93.41% of its 12% Senior Subordinated Notes due
2011 (CUSIP No. 00758RAF1) and that Advanstar, Inc., has received
97.96% of its 15% Senior Discount Debentures due 2011 (CUSIP No.
00759JAE1).  The consents are sufficient to effect all of the
proposed amendments to the indentures governing each of the Notes
as set forth in the Issuers' Offer to Purchase and Consent
Solicitation Statement dated April 19, 2007 and the related
Consent and Letter of Transmittal, pursuant to which the tender
offers and the consent solicitations are being made.  The proposed
amendments eliminate substantially all of the restrictive
covenants and eliminate or modify certain default provisions in
the indentures.  The proposed amendments to the indenture
governing the Senior Secured Notes also release the security
interest in the collateral under that indenture and related
security documents.

As reported in the Troubled Company Reporter on April 26, 2007,
the tender offers and consent solicitations will expire at
5:00 p.m., New York City time, on May 18, 2007, unless extended.
The Issuers intend to extend the Expiration Date until closing of
the acquisition of the Issuers, which is expected to occur on or
about May 31, 2007.  The purchase price, assuming a settlement
date of May 31, 2007, for each $1,000 principal amount outstanding
of Senior Secured Notes is $1,057.53, the price calculated from
the yield to maturity on the applicable reference United States
Treasury, as of 10:00 a.m., New York City time, May 2, 2007, plus
a fixed spread of 0.50% less the consent payment.  The purchase
price for each $1,000 principal amount outstanding of Senior
Subordinated Notes is $1,013.50, and the purchase price for each
$1,000 principal amount outstanding of Debentures is $1,012.50.

Holders who tendered their Notes and delivered their consents on
or prior to the Consent Date will, in addition to the purchase
price, receive a consent payment of $30 per $1,000 outstanding
principal amount of Notes tendered and accepted in the tender
offers.  Holders whose Notes are accepted for purchase in the
tender offers will also receive accrued and unpaid interest to,
but not including, the settlement date for the tender offers.

The Issuers will proceed to execute supplemental indentures
effecting the proposed amendments to the indentures governing each
series of Notes.  The supplemental indentures will become
operative only if the Issuers accept the Notes for payment
pursuant to the terms of the tender offers.  When the supplemental
indentures become operative, they will be binding on the holders
of Notes not purchased in the tender offers.

Credit Suisse Securities (USA) LLC is the exclusive Dealer Manager
and Solicitation Agent for the tender offers and consent
solicitations.  Questions regarding the tender offers and consent
solicitations may be directed to Credit Suisse Securities (USA)
LLC's Liability Management Group, at (800) 820-1653 (toll free) or
(212) 538-0652 (collect).  Requests for the Statement, Consent and
Letter of Transmittal or other documents related to the tender
offers and solicitations may be directed to the Information Agent,
D.F. King & Co., Inc., at (888) 628-8208 (toll free).

                About Advanstar Communications Inc.

Headquartered in New York City, Advanstar Communications Inc. --
http://www.advanstar.com/-- a wholly owned subsidiary of
Advanstar Inc., provides integrated marketing solutions for the
Fashion, Life Sciences and Powersports industries.  Advanstar
serves business professionals and consumers in these industries
with its portfolio of 91 events, 66 publications and directories,
150 electronic publications and Web sites, well as educational and
direct marketing products and services.  Advanstar has roughly
1,000 employees and currently operates from multiple offices in
North America and Europe.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2007,
Moody's Investors Service placed the ratings of Advanstar
Communications Inc., under review for possible downgrade.  The
ratings placed under review were the company's First lien senior
secured revolving credit facility, Ba3; Senior secured first lien
term loan, Ba3; 10.75% senior secured second priority notes, B1;
12% senior subordinated global notes, Caa1; Corporate Family
rating, B3; and Probability of Default rating, B3.  The ratings
review follows the report that Advanstar has entered into a
definitive agreement to be acquired by an investor group led by
Veronis Suhler Stevenson in a transaction valued at around
$1.1 billion.


ALL AMERICAN: Court Approves First Day Motions and DIP Financing
----------------------------------------------------------------
All American Semiconductor Inc. disclosed the approval of its
first day motions by the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division.  The company received
approval of first day motions seeking relief to enable the company
to continue operations during the Chapter 11 process, including
debtor-in-possession financing from its existing bank group, and
the payment of prepetition, employee-related and certain customer
obligations.

In addition, All American received Bankruptcy Court approval of
bidding procedures for an auction sale of its businesses as a
going concern to be completed no later than June 8, 2007.

The Court approved interim DIP financing of up to $13 million,
which is expected to provide the company with sufficient liquidity
to continue operations during the Chapter 11 case and is based on
a budget agreed upon with the bank group.  The final hearing on
DIP financing is scheduled on May 17.

"The company is pleased with this outcome," Bruce Goldberg,
president and ceo of All American, said.  "The Court's approval of
the company's motions allows All American to continue as a going
concern as the company works towards an auction sale of the
business."

The approved sale process provides for interested purchasers to
complete due diligence and submit binding bids by May 28, 2007,
with the auction scheduled for May 31 at the Miami offices of the
company's counsel, Squire, Sanders & Dempsey, LLP.  The hearing to
approve a sale to the highest bidder at the auction is scheduled
for June 5, 2007, with the sale closing no later than June 8.

Prior to the company's bankruptcy filing, it signed a nonbinding
letter of intent with a potential purchaser of substantially all
of the company's and its subsidiaries' assets.  The company
advised the Bankruptcy Court that it is actively negotiating a
binding purchase agreement with this party to become the stalking
horse for the sale.  In the event such an agreement is reached,
specific stalking horse protections, including a breakup fee, will
be subject to the approval of the DIP lenders and the Bankruptcy
Court.  In addition, a sale to the highest bidder at the auction
will also require the approval of the Bankruptcy Court.

On April 25, 2007, All American and its 33 subsidiaries in the
United States, Canada, Mexico, Europe and Asia filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
All American determined to file for relief under Chapter 11 after
extensively exploring and carefully evaluating all of its options.
All American believes that the Chapter 11 process provides the
best alternative for maximizing the value of the company for the
benefit of its stakeholders including suppliers, customers and
employees.

                        About All American

All American Semiconductor Inc. -- http://www.allamerican.com/--
(Nasdaq: SEMI) (Pink Sheets: SEMI.PK) is a Delaware corporation
with its principle place of business in Miami, Florida.  It also
maintains corporate offices for West Coast operations in San Jose,
California.  All American is a distributor of electronic
components manufactured by others.  The company distributes a full
range of semiconductors including transistors, diodes, memory
devices, microprocessors, microcontrollers, other integrated
circuits, active matrix displays and various board-level products.
All American also distributes passive components such as
capacitors, resistors and inductors; and electromechanical
products such as power supplies, cable, switches, connectors,
filters and sockets.  All American also offers complete solutions
for flat panel display products.  In total, the company offers
approximately 40,000 products produced by approximately 60
manufacturers.  These products are sold primarily to original
equipment manufacturers in a diverse range of industries such as
manufacturers of computers and computer-related products,
networking, satellite, wireless and other communications products;
Internet infrastructure equipment and appliances; automobiles and
automotive subsystems; consumer goods; voting and gaming machines;
defense and aerospace equipment; and medical instrumentation.  The
company also sells products to contract electronics manufacturers
who manufacture products for companies in all electronics industry
segments.

The company has 36 strategic locations throughout North America,
well as operations in both Asia and Europe.

The company and its Debtor-affiliates filed for Chapter 11
protection on April 25, 2007, (Bankr. Case No.: 07-12963 through
07-13002 S.D. Fla.)  Tina M. Talarchyk, Esq. of the Squire Sanders
& Dempsey LLP represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $117,634,000 and total
debts of $106,024,000.


ALLIED HOLDINGS: $315MM Exit Financing from Goldman Sachs Okayed
----------------------------------------------------------------
The Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia gave Allied Holdings Inc. and its
debtor-affiliates authority, on a final basis, to enter into an
exit financing option agreement with Goldman Sachs Credit Partners
L.P.

Judge Mullins allowed the Debtors to borrow up to $315,000,000
from Goldman Sachs.  Each of the Debtors will guaranty the
obligations of the other Debtors in connection with the
financing.

                         Prior Objections

Sopris Capital Advisors, LLC, and Aspen Advisors LLC, the Debtors'
equity security holders, had asked the Court to deny the Debtors'
request to enter into a $315,000,000 senior secured bank financing
with Goldman Sachs, because:

   (1) there is no record proof that the Debtors investigated the
       availability of alternative financing for the replacement
       DIP and exit financing;

   (2) there are a number of terms in the proposed financing
       which are either unworkable, improper or contrary to
       market.  Even if allowable, the terms threaten the
       Debtors' ability to consummate the financings and render
       the DIP Motion flawed; and

   (3) the proposed DIP is not the best available financing, for
       reasons that include the fact that Sopris has offered
       better terms.

The only record proof in the Debtors' request as to any
alternative financing is the conclusory statement, "after
appropriate investigation and analysis, the Debtors reasonably
concluded that the proposed Replacement Facilities were the best
alternative available to them," Peter D. Wolfson, Esq., at
Sonnenschein Nath & Rosenthal LLP, in New York, noted.  The
statement tells nothing, he added.

The Debtors' request must be denied unless there is record proof
of multiple potential sources being solicited and the specifics
of those sources' bids, Mr. Wolfson argued.  Under Section 364 of
the Bankruptcy Code, the Court is not free to rely simply on the
Debtor's judgment.  There must be evidence of the alternative
financing, and of the Debtors' efforts to obtain the same.

Mr. Wolfson pointed out that the Goldman's financial proposal has
a number of terms and conditions that are problematic in the
context of the Debtors' Chapter 11 cases because:

   (a) the Goldman exit financing is improperly conditioned on
       the Debtors' Joint Plan of Reorganization;

   (b) the fees for the replacement facilities are excessive;

   (c) the short maturity of the proposed financing narrows the
       reorganization's options and threatens additional
       expenses; and

   (d) certain conditions for the conversion to an exit facility
       are not feasible;

Mr. Wolfson informed the Court that Sopris is prepared to finance
the Exit Facilities on better terms.  To demonstrate its
continued willingness to provide an exit facility to the Debtors,
Sopris has prepared a revised version of its first financing
proposal, which the Debtors have previously rejected.

The Revised Sopris Proposal, Mr. Wolfson explained, has lower
interest rates than the Goldman proposal.  Thus, it provides for,
among other things, lower fees, better rates and a significantly
longer maturity than the Goldman proposal.

Sopris has not offered its DIP proposals in some nefarious effort
to derail the Goldman deal, Mr. Wolfson contended, but rather in
an effort to make sure that the Debtors have an opportunity to
obtain a comprehensive debtor-in-possession facility that
addresses their financing needs and reflects fair, market-based
fees and terms.

As a substantial equity holder of the Debtors, Sopris has a
vested interest in seeing that all aspects of their business,
including its financing costs, are as efficient as they can
reasonably be, Mr. Wolfson said.

Mr. Wolfson argued that the fact the Debtors have thus far
refused to meaningfully engage Sopris on its DIP financing
proposals is further evidence of their utter failure to
demonstrate that the proposed Goldman financing is an appropriate
exercise of their business judgment.

In connection with the order, Judge Mullins overruled all
objections to the final approval of the Debtors' motion, to the
extent, not resolved.

Judge Mullins has determined that:

     * the Debtor's motion is necessary to avoid harm to their
       estates;

     * good, adequate and sufficient cause has been shown to
       justify the Debtors' motion; and

     * the Debtors are unable to obtain financing on more
       favorable terms from sources other than Goldman Sachs, and
       adequate unsecured credit allowable under Section
       503(b)(1) as an administrative expense.

                      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: Equity Holders Withdraw Oil Rig Financing Appeal
-----------------------------------------------------------------
Sopris Capital Advisors LLC and Aspen Advisors LLC have withdrawn
their notice of appeal relating to Allied Holdings Inc. and its
debtor-affiliates' oil rig financing deal.

The Debtors' equity security holders withdrew their appeal after
the Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia denied their request for a stay of
the interim order pending their appeal of that order to the U.S.
District Court for the Northern District of Georgia, for reasons
stated in open court.

In their appeal, Sopris and Aspen wanted the Bankruptcy Court to
rule on these issues:

   (a) Whether the Bankruptcy Court erred, as a matter of law, in
       approving the requested financing on an interim basis
       without making the specific finding, as required by
       Rule 4001(c)(2) of the Federal Rules of Bankruptcy
       Procedure, that the Debtors would suffer "immediate and
       irreparable harm" if the interim approval was not granted;

   (b) Whether the Bankruptcy Court erred in concluding that the
       decision to enter into the postpetition financing was a
       proper exercise of the Debtors' business judgment, where
       the postpetition financing contained provisions that would
       permit the lender to convert its debt into equity of the
       reorganized Debtors at an implied enterprise valuation
       that was more than $100,000,000 below the enterprise
       valuation that was simultaneously proffered by the
       Debtors' own financial advisors; and

   (c) In the event the Bankruptcy Court committed reversible
       error, whether the District Court should direct the
       Bankruptcy Court to:

         * order the return of any rigs purchased under the terms
           of the postpetition financing to Yucaipa
           Transportation, LLC; or

         * allow the Debtors to retain any acquired rigs as long
           as the Debtors can obtain replacement financing to
           repay any related debt due to Yucaipa.

                      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 AIRLINES: Pilots Union Seeks 30.5% Compensation Increase
-----------------------------------------------------------------
A Dallas Business Journal writer reported Thursday that the Allied
Pilots Association has presented a compensation plan to American
Airlines Inc. that would give pilots the 30.5% raise on May 1,
2008, plus 5% increases each year for the next three years.

In addition, the source says that the pilots want signing bonuses
that equal 15% of each pilot's total pay over the length of
contract negotiations, which began July 21, 2006, and May 1, 2008,
when the new contract should take effect.

"Other American Airlines stakeholders have already recovered their
investment in our airline's turnaround," Dallas Business cited
the union's president, Capt. Ralph Hunter, as saying.  "It is time
for our pilots to begin doing the same."

Melanie Trottman of The Wall Street Journal relates that the pay
raise proposal was disclosed by the union in hopes of accelerating
stagnant contract negotiations that began last September.

According to WSJ, the union took $1.6 billion in annual pay and
benefit cuts in 2003 to help prevent American Airlines' slide into
bankruptcy.

American Airlines agreed to bring the pilots' demands to the table
for full discussion.

                          Credit Ratings

In March 2007, Moody's Investors Service raised the debt ratings
of AMR Corporation and its subsidiaries, including the corporate
family rating, to B2.  Moody's also raised the ratings of most
tranches of AMR's Enhanced Equipment Trust Certificates, affirmed
the SGL-2 rating, and increased the Loss Given Default rate to 30-
LGD3 on the secured debt and to 83-LGD5 on the senior unsecured
debt.  The outlook is stable.

"The rating upgrades follow meaningful improvement to the debt
protection metrics of AMR Corp. and American Airlines Inc.
after a sustained period of free cash flow generation, including
American's first full year of net profits since 2000", said George
Godlin of Moody's Investors Service.

Also in the same month, Standard & Poor's Ratings Services
assigned its 'CCC+' rating to American Airlines Inc.'s
$357 million Alliance Airport Authority special facility revenue
refunding bonds, series 2007, due Dec. 1, 2029.

The bonds are guaranteed by American's parent, AMR Corp., and are
secured by payments made by American to the airport authority.
Proceeds are being used to refund the outstanding revenue bonds,
series 1990, whose rating is withdrawn.

                   About American Airlines Inc.

Based in Fort Worth, Texas, American operates the largest
scheduled passenger airline in the world with service throughout
North America, the Caribbean, Latin America, Europe and Asia.


AMERICAN AIRLINES: March 31 Stockholders' Deficit Down to $819MM
----------------------------------------------------------------
American Airlines Inc., AMR Corporation's wholly owned subsidiary,
recorded net earnings of $51 million in the first quarter of 2007
compared to a net loss of $106 million in the same period last
year due to an improvement in unit revenues and by fuel prices
that remain high by historical standards.

The company's revenues increased approximately $75 million, or
1.4%, to $5.4 billion in the first quarter of 2007 from revenues
of $5.3 billion for the same period last year.

American Airlines' balance sheet as of March 31, 2007, showed
total assets of $26.6 billion and total liabilities of
$27.4 billion resulting in a stockholder's deficit of
$819 million.  The company's stockholder's deficit as of Dec. 31,
2006, stood at $1 billion.

The company's March 31 balance sheet also showed strained
liquidity with total current assets of $7.6 billion and
total current liabilities of $10 billion.

The company had accumulated deficit of $3.2 billion as of
March 31, 2007, compared to accumulated deficit of $3.3 billion at
Dec. 31, 2006.

                        Cash Flow Activity

At March 31, 2007, the company had $5.3 billion in unrestricted
cash and short-term investments, an increase of $660 million from
Dec. 31, 2006, and $285 million available under a revolving
facility.  Net cash provided by operating activities in the three-
month period ended March 31, 2007, was $814 million, an increase
of $82 million over the same period in 2006 primarily due to an
improved revenue environment and the impact of certain company
initiatives to improve revenue.  The company also contributed
$62 million to its defined benefit pension plans in the first
quarter of 2007 compared to $36 million during the first quarter
of 2006.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?1de9

                   1st Qtr Plans & Achievements

On March 28, 2007, American said it will pull forward an order
with The Boeing Company to take delivery of three 737-800 aircraft
in 2009 that American had previously committed to acquire in 2016.
American also said it intends to continue pulling forward other
aircraft from their 2013 to 2016 delivery schedules to the 2009 to
2012 timeframe.  As of March 31, 2007, the company had commitments
to acquire three Boeing 737-800s in 2009 and an aggregate of 44
Boeing 737-800s and seven Boeing 777-200ERs in 2013 through 2016.

Future payments for all aircraft, including the estimated amounts
for price escalation, are currently estimated to be approximately
$2.8 billion, with the majority occurring in 2011 through 2016.
However, if the company commits to accelerating the delivery dates
of a significant number of aircraft in the future, a significant
portion of the $2.8 billion commitment will be accelerated into
earlier periods, including 2008 and 2009.

Accumulated depreciation of owned equipment and property at
March 31, 2007, and Dec. 31, 2006, was $10.1 billion and
$10.0 billion, respectively.  Accumulated amortization of
equipment and property under capital leases was $1.1 billion at
both March 31, 2007, and Dec. 31, 2006.

On March 30, 2007, American paid in full the $285 million
principal balance of its senior secured revolving credit facility.
As of March 31, 2007, the $444 million term loan facility under
the same bank credit facility was still outstanding and the
$285 million balance of the revolving credit facility remains
available to American through maturity.  The revolving credit
facility amortizes at a rate of $10 million quarterly through
Dec. 17, 2007.  American's obligations under the credit facility
are guaranteed by AMR.

As of March 31, 2007, American had issued guarantees covering
approximately $1.1 billion of AMR's unsecured debt.  In addition,
as of March 31, 2007, AMR and American had issued guarantees
covering approximately $368 million of AMR Eagle's secured debt.

On Jan. 26, 2007, AMR completed a public offering of 13 million
shares of its common stock.  The company realized $497 million
from the sale of equity.  The proceeds from the transaction were
transferred to American.

                   Changes in Employee Benefits

The company expects to contribute approximately $364 million to
its defined benefit pension plans in 2007.  The company's
estimates of its defined benefit pension plan contributions
reflect the provisions of the Pension Funding Equity Act of 2004
and the Pension Protection Act of 2006.  Of the $364 million the
company expects to contribute to its defined benefit pension plans
in 2007, the company contributed $62 million during the three
months ended March 31, 2007, and contributed $118 million on
April 13, 2007.

In addition, American has announced a pay plan, funded at 1.5% of
base salaries, for all American employees on U.S. payroll,
effective May 1, 2007.  On April 18, 2007, the Board approved 1.5%
increases in the base salaries for officers (including the
executive officers of AMR and American), effective May 1, 2007.

                   About American Airlines Inc.

Based in Fort Worth, Texas, American operates the largest
scheduled passenger airline in the world with service throughout
North America, the Caribbean, Latin America, Europe and Asia.


AMERICAN INT'L: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: American International Security Doors, Inc.
        134-16 Atlantic Avenue
        Richmond Hill, NY 11419

Bankruptcy Case No.: 07-42268

Type of Business: The Debtor installs and repairs storm windows
                  and doors.

Chapter 11 Petition Date: May 2, 2007

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtor's Counsel: Errol A. Burkhart, Esq.
                  Burkhart Wexler & Hirschberg, L.L.C.
                  585 Stewart Avenue Suite 750
                  Garden City, NY 11530
                  Tel: (516) 222-2230

Estimated Assets: $4,026,000

Estimated Debts:  $1,144,034

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Alice Yaxin Company, Ltd.        trade debt            $190,000
22 Redan Drive
Hauppage, NY 11788

Harold J. Korcaz                 trade debt            $170,000
1258 East 73rd Street
Brooklyn, NY 11234

Internal Revenue Service         trade debt            $110,000
Andover, MA 05510-0010

Burkhart, Wexler &               trade debt             $80,000
Hirschberg, L.L.P.

E.M.R.D.                         trade debt             $70,000

Jorro Realty Corp.               trade debt             $64,827

Metco Realty                     trade debt             $53,136

Atlantic Associates              trade debt             $43,562

Utica Insurance                  trade debt             $33,858

NYS Department of Labor          trade debt             $30,000

Various Employees-unpaid wages   wage claim             $26,206

NYS Department of Taxation &     trade debt             $25,000
Finance, Bankrupcy Section

Old Castle Glass Co.             trade debt             $24,948

King Architectural, Inc.         trade debt             $18,800

Rasok, Inc.                      trade debt             $15,896

Bushwick Steel                   trade debt             $11,536

Aramark Uniform                  trade debt              $9,132

Alexander Pamero                 trade debt              $2,132


ARKANSAS ENVIRONMENTAL: Case Summary & 12 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Arkansas Environmental Waste Recycling Corp.
        310 Mid Continent Building, Suite 175
        West Memphis, AR 72364

Bankruptcy Case No.: 07-12309

Type of Business: The Debtor is a landfill operator.

Chapter 11 Petition Date: May 3, 2007

Court: Eastern District of Arkansas (Jonesboro)

Debtor's Counsel: Frederick S. Wetzel, Esq.
                  200 North State Street, Suite 200
                  Little Rock, AR 72201
                  Tel: (501) 663-0535

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kay Raby                                             $1,000,000
c/o James Hale, III, Esq.
66 Mound City Road
Marion, AR 72364

C.A.T. Financial                                       $370,000
P.O. Box 730681
Dallas, TX 75373

Wells Fargo                                            $108,000
P.O. Box 1450
Minneapolis, MN 55485

Fidelity National Bank                                  $55,800

Trustmark                                               $50,000


Internal Revenue Service                                $23,000

Looney Imp. Co.                                         $16,000

American International Risk                             $11,140
Reducers, L.L.C.

E. Ritter Oil                                            $7,000

Hart Tire                                                $2,000

Exxon                                                    $1,400

G.M.A.C.                                                 $1,206


ARTISTDIRECT INC: Gumbiner Savett Raises Going Concern Doubt
------------------------------------------------------------
Gumbiner Savett Inc. in Santa Monica, Calif., expressed
substantial doubt about Artistdirect Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2006, and 2005.
The auditing firm pointed to the company's default under its
senior and subordinated debt agreements and suggested that the
default could cause a request for accelerated payment or
redemption of the debt.

ARTISTdirect Inc. reported a net loss of $4.9 million on total net
revenue of $24.1 million for the year ended Dec. 31, 2006,
compared with a net loss of $12.1 million on total net revenue of
$14 million for the year ended Dec. 31, 2005.  Results for the
year ended Dec. 31, 2006, included stock-based compensation costs
of $2.3 million.

The increase in total net revenue is primarily a result of the
acquisition of MediaDefender on July 28, 2005.  Accordingly,
MediaDefender's revenues were consolidated for twelve months in
2006, as compared to five months in 2005.

For the year ended Dec. 31, 2006, loss from operations was
$399,000, as compared to income from operations of $1.4 million
for the year ended Dec. 31, 2005.

Results for the years ended Dec. 31, 2006, and 2005, include a
non-cash gain of $1.1 million and a non-cash charge to income of
$10.7 million, respectively, to reflect a decrease and an increase
in warrant liability, related to the fair value of warrants issued
in connection with the financing of the MediaDefender acquisition
in July 2005.

Results for the years ended Dec. 31, 2006, and 2005, also
include a non-cash income of $7.8 million and a non-cash charge to
income of $20 million, respectively, to reflect a decrease and
an increase in the embedded derivative liability contained in the
$30,000,000 convertible subordinated debt notes issued by the
company in connection with the acquisition of MediaDefender.

As a result of the disposition of ADI's interest in ARTISTdirect
Records effective Feb. 28, 2005, the company recognized a gain of
$21.1 million in its consolidated statement of operations for the
year ended Dec. 31, 2005, primarily as a result of the elimination
of the liabilities of ARTISTdirect Records.

At Dec. 31, 2006, the company's balance sheet showed $55 million
in total assets, $64.7 million in total liabilities, resulting in
a $9.7 million total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $13.4 million in total current assets available to
pay $64.2 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1e86

      Default Under Senior and Subordinated Debt Agreements

As a result of the U.S. Securities and Exchange Commission's
requirement to restate previously issued financial statements, in
particular regarding the application of accounting rules and
interpretations related to embedded derivatives associated with
the company's subordinated convertible notes payable issued in
July 2005, the company was not in compliance with certain of its
financial covenants under both the senior financing and the sub-
debt financing at Dec. 31, 2006.

Pursuant to an agreement dated April 17, 2007, the investors in
the senior financing agreed to forbear from the exercise of their
rights and remedies under the senior financing documents through
May 31, 2007, in exchange for a cash payment of $250,000.  The
company has the right to extend the agreement through June 30,
2007, by an additional cash payment of $125,000 on or before
May 31, 2007.

The company says it is exploring various alternatives to resolve
the defaults under its senior and secured debt obligations.  To
the extent that it is unable to restructure its senior and
subordinated debt obligations in a satisfactory manner, the
company explains that the ongoing penalties and default interest
will have a significant and material negative impact on its cash
flows and earnings, such that the company may not have sufficient
cash resources to maintain operations in the future.

                     About ARTISTdirect Inc.

Headquartered in Santa Monica, Calif., ARTISTdirect Inc.
(OTC BB: ARTDE.OB) -- http://www.artistdirect.com/-- is a digital
media entertainment company that is home to an online music
network and, through its acquisition of MediaDefender, is a leader
in anti-piracy solutions in the Internet piracy protection
industry.  The ARTISTdirect Network is a network of web-sites
offering multi-media content, music news and information,
communities organized around shared music interests, music-related
specialty commerce and digital music services.


ASARCO LLC: Court Issues Protocol for Estimation Proceedings
------------------------------------------------------------
After responses from the U.S. Government and various creditors of
ASARCO LLC and its debtor-affiliates, the Honorable Richard S.
Schmidt of the U.S. Bankruptcy Court for the Southern District of
Texas issued out a case management order for the Debtors to follow
in estimating their environmental liabilities.

To promote the efficient administration of the environmental
liabilities estimation proceedings and prevent delays in the
estimation schedule, Judge Schmidt rules that:

   (a) ASARCO LLC will be responsible for prosecuting any
       objections to and requests for estimation of environmental
       claims;

   (b) No discovery may be propounded to the Environmental
       Claimants by any party other than ASARCO or its Official
       Committee of Unsecured Creditors without prior leave of
       the Court, provided that no party may propound formal
       discovery to the United States or a state regulatory
       agency without prior leave of Court;

   (c) A party can seek direction from the Court or at the next
       scheduled status conference if it believes it has not
       received discoverable material, although all parties are
       directed to reasonably cooperate with one another in both
       formal and informal discovery; and

   (d) No party other than the Debtors, the Environmental
       Claimants and the Creditors Committee may submit expert
       reports, witnesses, testimony, or may cross-examine in the
       estimation proceedings without prior leave of the Court.

The Debtors' first omnibus objection to claims will be
consolidated with the environmental estimation proceedings and
adjudicated as part of the proceedings, Judge Schmidt orders.

Asarco Incorporated may submit expert reports but may not submit
witnesses, testimony, or conduct cross-examination without prior
leave of the Court.  Asarco Inc. may not introduce its reports at
an estimation hearing without prior leave of the Court.  Parties
to the estimation proceeding need not respond to Asarco Inc.'s
reports unless the Court grants Asarco Inc. leave to introduce
its report at the estimation hearing.

Except for the Debtors, the Environmental Claimants and the
Creditors Committee, participation in the estimation proceedings
of all other parties-in-interest will be limited to their
presence at the estimation hearings, depositions, and mediations,
and filing briefs.

Estimation of environmental claims for the un-owned portions of
sites will be for purposes of allowance, voting and distribution.
Any estimation of the un-owned sites will be without prejudice to
any right to assert or object to secured, administrative or other
priority status as to the amount determined through the
estimation.  If an Environmental Claimant intends to assert
secured, administrative or other priority status for prepetition
claims as to the un-owned portions of the sites, it must do so by
identifying the site and the basis for the priority claim before
June 1, 2007.

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


ASARCO: BP America, et al. Want to Join in Estimation Proceedings
-----------------------------------------------------------------
Atlantic Richfield Company, ARCO Environmental Remediation LLC and
BP America Inc. ask the Honorable Richard S. Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to amend its
case management order to identify them as parties entitled to
participate in, and receive materials related to, the estimation
of ASARCO LLC and its debtor-affiliates' environmental liabilities
at Sweetwater/Ozark Mine.

The Court had issued its Case Management Order with the intention
of promoting the efficient administration of the environmental
liabilities estimation proceedings and prevent delays in the
Debtors' estimation schedule.

Atlantic, ARCO, and BP America point out that the Debtors'
Environmental Estimation Motion identified them as environmental
claimants for future response costs and natural resource damages
at the Viburnum Trend Hauls Road site but did not identify them as
claimants for the Sweetwater Mine, formerly known as Ozark Mine.

James S. Carr, Esq., at Kelley Drye & Warren, LLP, in New York,
relates that the BP Claimants filed, among other proofs of claim,
Claim No. 10880 against ASARCO LLC and Claim No. 10881 against
Debtor American Smelting and Refining Company.  The Claims were
based on an indemnification agreement entered between the BP
Claimants' predecessors and the Debtors' predecessors related to
the sale of certain assets of the Ozark Mine.

The BP Claimants also seek leave to:

   -- amend their Claims to describe with greater particularity
      the Debtors' liability for contamination at the
      Sweetwater/Ozark Mine; or

   -- leave to file late proofs of claim for the Debtors'
      liability to them at the Sweetwater/Ozark Mine.

                 Debtors Object to Band 2 Sites

Pursuant to the CMO, the Debtors dispute certain environmental
claims, asserting past, future and joint-liability costs related
to the Band 2 Sites:

   Claimant                       Claim No.  Site
   --------                       ---------  ----
   Port of Everett                    10849  Everett Smelter

   Strider                             8007  Everett Smelter

   EPA, Army Corps                     8375  Coeur d'Alene

   Hecla Mining Company                9585  Coeur d'Alene

   Union Pacific Railroad             10855  Coeur d'Alene

   Idaho                              11053  Coeur d'Alene

   Everett Housing Authority          10424  Everett Smelter

   Pacific Murray                     10742  B&L Woodwaste

   Louisiana Pacific                   9586  B&L Woodwaste

   Wasser & Winters                    9889  B&L Woodwaste

   City of East Helena                10907  East Helena Smelter

   State of Montana                   10843  East Helena Smelter

   Doe Run Resources Corporation      10539  Barker Hughesville

   Jesus Christ of                     3300  Tacoma Smelter
   Latter-day Saints                   3301  Tacoma Smelter

   Montana Resources, Inc.            10872  Silver Bow Creek
                                      10876  Silver Bow Creek
                                      11570  Silver Bow Creek
                                      11571  Silver Bow Creek

   BNSF Railway                        9741  Everett and East
                                             Helena smelters

   State of Montana                   10524  East Helena Smelter,
                                             Silver Bow Creek,
                                             Barker Hughesville
                                             and Iron Mountain

   State of Washington                10728  Azurite Mine,
                                             Everett Smelter, B&L
                                             Woodwaste and Tacoma
                                             Smelter Plume

   U.S. Department of Agriculture      8375  Azurite Mine, Coeur
                                             d'Alene and Iron
                                             Mountain

   U.S. Department of Agriculture/    10746  Azurite Mine, East
   Environmental Protection                  Helena Smelter,
   Agency                                    Coeur d'Alene, and
                                             Iron Mountain

For claims asserting past environmental costs, the Debtors
contend that the alleged harms are divisible and should be
estimated on an allocable share basis.  The Debtors add that some
or all of the past costs have been incurred in a manner
inconsistent with the National Contingency Plan or otherwise are
not recoverable under Comprehensive Environmental Response,
Compensation, and Liability Act of 1980.

For claims asserting future environmental costs, the Debtors
contend that the claims reflect the selection of an alternative
that is inconsistent with the NCP for reasons of implementation,
cost-effectiveness and protectiveness of human health and the
environment.

The Debtors object to Claim No. 10728 as it asserts natural
resource damages that occurred before December 11, 1980.

The Debtors inform the Court that the state of Montana and
Montana Resources, Inc., will seek to deal with any reclamation
costs outside the context of the estimation hearing.  The Debtors
agree with the proposed approach.

A full-text copy of the Debtors' specific objections to the Band
2 Sites Claims is available for free at:

              http://researcharchives.com/t/s?1e7f

              Debtors Also Object to Band 3 Sites

The Debtors dispute certain claims related to the Band 3 Sites:

   Claimant                                     Claim No.
   --------                                     ---------
   State of California                            10529
   C.S. Land                                      10425
   CA State Lands Commission                      10831
   U.S. Department of Agriculture                  8375
   Atlantic Richfield Company                     10883
   U.S. Department of Agriculture                 10746
   State of Montana                               10524
   State of Montana                               10843
   Texas Commission on Environmental Quality      10458
   Encycle/Texas, Inc.                            11234
   Federal Iron & Metal                            8000
   Meany-Walsh Properties No.1, Ltd.               9789
   Meany-Walsh Properties No.1, Ltd.               9790
   Texas Natural Resources Trustee                 9815
   Blue Tee Corporation                           11055
   Gold Fields Limited                            11054
   State of Kansas                                11086
   NL Industries, Inc.                            11002
   Department of the Interior                     10745
   State of Missouri                              11134
   State of Missouri                              11116
   Doe Run Resources Corporation                  10539

The Band 3 Sites include:

   -- the Cherokee, Jasper, Newton and Tar Creek Sites, otherwise
      known as the Tri-State Sites;

   -- the Madison County/Catherine Mine, Big River/Federal Mine
      Tailings Sites, Westfork Mine, Sweetwater Mine, the Glove
      Smelter, also known as the Southeast Missouri Sites;

   -- Selby Smelter, California;

   -- Mike Horse/Upper Blackfoot, Montana;

   -- Nueces Bay/Corpus Christi, Texas;

   -- the Encycle Texas Site; and

   -- other sites identified by the U.S. Section of the
      International Boundary and Water Commission.

For portions of the Claims asserting future environmental clean-
up costs, the Debtors contend that they are not subject to any
liability incurred to conduct any potential response activities
to address contamination whose source is off-site and unrelated
to the former operations of any of the Band 3 Sites.

The Debtors also object to the extent the Claims overstate future
response costs.

Moreover, the Debtors assert that the Claims should be treated as
general unsecured claims and duplicative claims should be subject
to disallowance under Section 502(e)(1)(B) of the Bankruptcy
Code.

A full-text copy of the Debtors' specific objections to claims
related to the Selby Smelter, Upper Blackfoot, Encycle, Nueces
Bay, Corpus Christi, and USIBWC Sites is available for free at:

              http://researcharchives.com/t/s?1e80

A full-text copy of the Debtors' specific objections to claims
related to the Tri-State Sites is available for free at:

              http://researcharchives.com/t/s?1e81

A full-text copy of the Debtors' specific objections to claims
related to the Southeast Missouri Sites is available for free at:

              http://researcharchives.com/t/s?1e82

                 Stipulation to Supplement CMO

At the April 17, 2007 status conference for the environmental
liabilities estimation, ASARCO and the U.S. Government asked the
Court to supplement the CMO.

Accordingly, parties that submit expert reports in accordance
with the CMO will not be required to produce, or be deposed
concerning, prior drafts of the expert reports, unless otherwise
directed for good cause shown, the Court rules.

The Debtors informed the Court at the status conference that they
have entered into a stipulation with the city of El Paso and an
agreement with Union Pacific and the city of Omaha.

The El Paso Stipulation provides that to the extent certain
claims filed by El Paso relate to properties other than the
residential homes in the El Paso County Metals Survey Site, those
Claims will not be subject to or governed by the CMO, the Band I
Objection, and the environmental claims estimation proceedings:

   * The "Particulate Matter Reduction Project Claim,"
   * The "Toxic Tort Environmental Claims,"
   * The "Remediation of El Paso Smelter" claim, and
   * The "Statutory Cost Recovery and Contribution Claim."

The Stipulation also provides that these El Paso Claims will be
subject to and governed by the CMO, the Band I Objections, and
the estimation proceedings:

   * The "Remediation of the Metals Site" claim, and
   * The "Statutory Cost Recovery and Contribution" claims.

The Court schedules the next status conference on the Debtors'
environmental liabilities on May 22, 2007.  Parties are required
to file briefs by May 7 and responses to those briefs must be
filed by May 17.  Briefs should not be more than 25 pages and
responses not more than 10 pages.

The Court sets May 4, 2007, as the deadline for government
agencies to submit past cost issues.

The Court will convene the estimation hearing of environmental
claims related to the Government Gulch Sites on June 21, 2007.
The hearing will be continued the next day, if needed.

The estimation hearing of environmental claims related to the
Band 3 Site will take place on Oct. 29 to 31, 2007.

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


ASSOCIATED ESTATES: Earns $450,000 in First Quarter Ended March 31
------------------------------------------------------------------
Associated Estates Realty Corporation reported a net income of
$450,000 on total revenue of $37.2 million for the first quarter
of 2007, as compared with a net loss of $7.6 million on total
revenue of $35.7 million for the first quarter of 2006.  Net loss
applicable to common shares of $812,000 for the first quarter
ended March 31, 2007, as compared with a net loss applicable to
common shares of $8.9 million for the first quarter ended
March 31, 2006.

Revenue for the first quarter 2007 consisted of $33.9 million in
property revenue, $2.7 million in fees, reimbursements and other
revenues, and $616,000 in painting services.

Commenting on the company's results, John Shannon, senior vice
president of operations, said, "Our favorable performance in the
quarter is reflective of the fact that we have the right people in
place to take advantage of the improving market fundamentals in
the Midwest and the continued strength in our Atlanta, Metro DC
and Florida sub-markets."

As of March 31, 2007, the company's balance sheet reflected total
assets of $617.7 million, total liabilities of $507.3 million, and
minor interest of $1.8 million, resulting in a total stockholders'
equity of $108.6 million.  Cash, cash equivalents and restricted
cash totaled $12.3 million as of March 31, 2007, down from
$37.3 million as of Dec. 31, 2006.

The company recorded $177.7 million in accumulated distributions
in excess of accumulated net income as of March 31, 2007, as
compared with $174 million as of Dec. 31, 2006.

                           Dispositions

During the quarter, the company sold a 120-unit property, located
in Mayfield Heights, Ohio, which completed its exit from the
congregate care business.  The company said it still expects to
sell between $50 million and $75 million of assets during 2007.

                    Revolving Credit Facility

In April 2007, the company obtained a revolving credit facility in
the amount of $100 million to be used for the refinancing of
existing debt, general corporate purposes, and/or the acquisition
of properties.  This revolver accrues interest at a variable rate
and matures in April 2010.  In connection with obtaining the
revolver, the company terminated its $17 million and $14 million
lines of credit.  Additionally, at the time of the closing, the
revolver was used to prepay two mortgage loans totaling
$15.7 million.

                        Legal Proceedings

In April 2007, the company settled a pending lawsuit, which is
expected to result in a $1.5 million of additional revenue in the
second quarter of 2007.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1e7a

                     About Associated Estates

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

                          *     *     *

Associated Estates Realty Corporation carries Moody's Investors
Service B1 senior unsecured debt shelf rating and B3 preferred
stock shelf rating.  The rating outlook is stable.


BOWATER INC: Weak Earnings Cue S&P's Negative Outlook
-----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Greenville, South Carolina-based Bowater Inc. to negative from
stable.  All ratings, including the company's 'B+' corporate
credit rating, were affirmed.

"The outlook revision reflects weaker-than-expected earnings and
cash flow stemming from difficult newsprint market conditions,
softer pricing for coated and specialty papers, ongoing operating
losses for lumber, and elevated costs," said Standard & Poor's
credit analyst Pamela Rice.

Standard & Poor's had expected Bowater's credit measures to
improve modestly in 2007 as the company used asset-sale proceeds
to reduce debt and reduced costs to offset lower prices.  However,
industry supply discipline in North America has not kept pace with
demand declines, so prices remain under pressure.  As a result,
Bowater's debt, including debt-like obligations, remains very high
at $2.7 billion, and debt leverage for the 12 months ended
March 31, 2007, rose to 7.4x from 6.7x at year-end 2006.

Although S&P stated in January 2007 that the proposed merger
between Bowater and Abitibi-Consolidated Inc. (B+/Negative/--)
could result in a 'B+' corporate credit rating and a stable
outlook for the new company, S&P also expressed some caution that
weaker newsprint market conditions during the protracted merger
closing period would expose the ratings and outlook to further
pressure.

"The ratings on Bowater reflect the company's high debt burden;
cyclical, mature, and oversupplied markets; and enduring input
cost pressures," Ms. Rice said.  "Still, the company maintains
leading market positions in newsprint and coated groundwood paper,
has undertaken vigorous cost reduction efforts, and has valuable
timberland holdings."

The outlook is negative.  Although market conditions should
improve seasonally in the near term, S&P remain concerned about
Bowater's profitability and inability to reduce its heavy debt
burden.  S&P could lower the ratings if the company is unable to
strengthen its earnings and cash flow with cost improvement
efforts, or if market conditions worsen.  S&P could revise the
outlook to stable if Bowater is able to reduce debt beyond
expectations or if it merges with Abitibi, and S&P believe the
combined entity's credit risk profile will support the current
ratings over the intermediate term.


BURCAW DEVELOPMENT: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Burcaw Development Group, Inc.
        17511 North Dale Mabry
        Lutz, FL 33548

Bankruptcy Case No.: 07-03643

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      South Creek Company, L.L.C.                07-03644

Type of Business: The Debtor was formed by owners Laurie and Amy
                  Burcaw in 2003 for acquiring new land for
                  residential clients.

Chapter 11 Petition Date: May 3, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Burcaw Development Group's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Amy Smith                        hillside; value       $600,000
1915 Rebecca Drive               of senior lien:
Lutz, FL 33548                   $800,000

B.B.&T.                          Shady, L.L.C.-        $170,000
360 Central Avenue               Singletary
Saint Petersburg, FL 33701

                                 Shady, L.L.C.-        $755,000
                                 Fulcher


Byrd Corporation                                       $700,000
100 South Carillon Parkway,
Suite 100
Saint Petersburg, FL 33716

Donna J. Feldman, Esq.           attorneys fees        $300,000
Donna J. Feldman, P.A.
19321-C U.S. Highway 19, Nor.
Clearwater, FL 33764

Florida Capital                  line of credit        $380,000
c/o Saxon/Gilmore
201 East Kennedy Boulevard,
Suite 600
Tampa, FL 33602

                                 Lake Patience;        $650,000
                                 value of senior
                                 lien: $140,000

                                 Hillside              $800,000

K.B. Homes                                             $400,000
3450 Buschwood Park
Tampa, FL 33618

Keene Brothers, Inc.             lawsuit             $1,000,000
c/o Darin J. Quam, Esq.
Stearns Weaver
P.O. Box 3299
Tampa, FL 33601-3299

Laurie S. Burcaw                                    $15,030,000
17511 North Dale Mabry
Lutz, FL 33548

M&I Marshall and Ilsley Bank     Kings Landing       $1,552,342
c/o Richard S. McIver, Esq.
Kass Shuler
P.O. Box 800
Tampa, FL 33601-0800

Regions Bank                     Sherwood, L.L.C.-   $3,580,000
Dept. 2521                       South
P.O. Box 2153
Birmingham, AL 35287

                                 Sherwood, L.L.C.-   $2,280,000
                                 North

SunAmerica Investments                               $4,050,000
P.O. Box 7001
Wesley Chapel, FL 33543

                                 and Third Mortgage  $1,997,000
                                 for Sherwood,
                                 L.L.C.-North;
                                 value of senior
                                 lien: $2,280,000

                                 and Third Mortgage  $1,702,000
                                 for Sherwood,
                                 L.L.C.-South;
                                 value of senior
                                 lien: $3,580,000

                                 Kings Landing;        $645,000
                                 value of senior
                                 lien: $1,552,342

Wachovia                         Shady, L.L.C.-        $685,000
P.O. Box 96074                   Pitts
Charlotte, NC 28296

                                 Shady, L.L.C.-        $487,000
                                 Benitez

B. South Creek Company, LLC's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
M.&I. Marshall & Ilsley Bank                         $2,168,606
c/o Richard S. McIver, Esq.
Kass Shuler
P.O. Box 800
Tampa, FL 33601-0800

SunAmerica Investments                                 $575,000
P.O. Box 7001
Wesley Chapel, FL 33543

Donna J. Feldman, Esq.                                  $50,000
Donna J. Feldman, P.A.
19321-C U.S. Highway 19, Nor.
Clearwater, FL 33764

Doug Beldon Tax Collector                               $50,000
P.O. Box 172930
Tampa, FL 33672-2930


CALPINE CORP: Unit Completes $377 Million Power Plant Financing
---------------------------------------------------------------
Calpine Corporation disclosed that its subsidiary, Otay Mesa
Energy Center LLC, obtained a $377 million credit facility to
finance the construction of its 596-megawatt Otay Mesa Energy
Center near San Diego, California.  The project finance facility
for this indirect, stand-alone subsidiary is comprised of a
construction loan that will convert to a term loan at commercial
operations, expected in May 2009.  The term loan will mature in
April 2019.  The loan facilities, jointly arranged by ING Capital
LLC and BayernLB, are non-recourse to Calpine, and therefore
neither Calpine nor any of its affiliates is responsible for the
debt or any obligations of OMEC.

Concurrent with this financing, OMEC has executed a ten-year
tolling agreement with San Diego Gas & Electric for the full
output of the Otay Mesa Energy Center.  Under the terms of the
agreement, SDG&E will have the ability to dispatch power from the
Otay Mesa plant to serve its energy customers, and the utility
will supply natural gas to fuel the power plant.  The agreement
also provides SDG&E the option to purchase the plant at the end of
the contract term in 2019.  If SDG&E does not exercise its option,
under certain circumstances, OMEC has the right to require SDG&E
to purchase the plant.

"As one of California's largest, most environmentally responsible
power producers, Calpine is dedicated to developing clean,
reliable and cost-effective energy solutions for its customers,"
Calpine Chief Executive Officer Robert P. May stated.  "This
financing will allow Calpine to complete construction for SDG&E of
a needed, low-carbon energy resource -- demonstrating that
Calpine's customers, California and the environment can benefit
from the continued development of new power generation facilities
like the Otay Mesa Energy Center.  We appreciate SDG&E's
commitment to the development of clean, reliable power generation.
Calpine also is very pleased with the continued support of two of
its key relationship banks and looks forward to working with them
on future transactions."

Calpine Construction Management Company, Inc. will be responsible
for overseeing all aspects of construction for the plant,
including management of the project's general contractor, a joint
venture between ARB, Inc. and Barton Malow Company, named Otay
Mesa Power Partners.  Calpine plans to re-commence construction of
the plant this month, and will complete start-up, testing and
commissioning by May 2009.  The company will operate and maintain
the plant through its subsidiary, Calpine Operating Services
Company, Inc.  Comparable to the majority of Calpine's energy
centers, the Otay Mesa Energy Center will use a combined-cycle
design that will enable it to generate electricity up to 40
percent more efficiently than traditional natural gas-fueled
facilities.  The project also will incorporate best available
emissions control technology significantly reducing emissions.

                      Calpine in California

Calpine has made an unprecedented investment in California's
energy infrastructure through the construction and operation of
the state's newest, cleanest and most fuel-efficient fleet of
power plants and is the state's single largest renewable power
producer.  Since July 2001, Calpine has added more than 4,000
megawatts of clean, fuel-efficient capacity in California -- an
accomplishment unmatched by any other company in the energy
industry.  The company's fleet of natural gas-fueled, combined-
cycle power plants is among the cleanest and most fuel-efficient
of its kind, and, unlike traditional renewable resources such as
wind and solar, Calpine's renewable geothermal power plants are
capable of generating electricity twenty four hours a day, seven
days a week.  Today, Calpine currently operates 41 power plants in
the state, which combined are capable of generating more than
5,250 megawatts of electricity.  This is equivalent to almost 10-
percent of peak California power demand and is enough electricity
to power more than five million Californian households.

                     About Calpine Corporation

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

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

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances of that plan.


CBRL GROUP: Completes Zero Coupon Convertible Notes Exchange Offer
------------------------------------------------------------------
CBRL Group Inc. has completed its offer to exchange a new issue of
Zero Coupon Senior Convertible Notes due 2032 (CUSIP No.
12489VAC0) plus an exchange fee for the company's Liquid Yield
Option(TM) Notes due 2032 (CUSIP Nos. 12489VAB2 and 12489VAA4).
The exchange offer expired at 5:00 p.m., Eastern Standard Time, on
April 30, 2007.

As of the expiration of the exchange offer, $375,931,000 aggregate
principal amount at maturity of Old Notes, representing
approximately 89% of the amount of Old Notes outstanding, had been
tendered in exchange for an equal principal amount of New Notes.
All Old Notes that were properly tendered were accepted for
exchange.  The exchange of New Notes for Old Notes is expected to
take place on May 3, 2007.  After the consummation of the exchange
offer, there are outstanding $46,099,000 aggregate principal
amount at maturity of Old Notes and $375,931,000 aggregate
principal amount at maturity of New Notes.

The purpose of the exchange offer was to issue, in exchange for
Old Notes, New Notes with a "net share settlement" feature.  Both
the Old Notes and the New Notes is convertible into 10.8584 shares
of the company's common stock per $1,000 in principal amount at
maturity.  The net share settlement feature will allow the
company, upon conversion of a New Note, to satisfy a portion of
its obligation due upon conversion in cash rather than with the
issuance of shares of its common stock.  This will reduce the
share dilution associated with the conversion of the New Notes.

The Old Notes and the New Notes would be redeemed on June 4, 2007,
the Redemption Date.  The redemption price of both the Old Notes
and the New Notes is $477.41 per $1,000 in principal amount at
maturity, which is the accreted principal amount of both the Old
Notes and New Notes on the Redemption Date.

The aggregate redemption price of the Old Notes and the New Notes,
collectively, will be approximately $201 million, assuming that no
holders of either Old Notes or New Notes convert their notes into
common stock.  At any time up to two business days prior to the
Redemption Date, holders of Old Notes and New Notes can convert
either Old Notes or New Notes, as the case may be.  The conversion
rate applicable to both the Old Notes and the New Notes is 10.8584
shares of common stock per $1,000 in principal amount at maturity;
however, in the case of the New Notes, the company will settle its
conversion obligations with a combination of cash and shares of
common stock, if any, in lieu of only shares.

Common stock will be issued upon conversion of the New Notes only
to the extent that the conversion value exceeds the accreted
principal amount of the New Notes.  The conversion value generally
will exceed the accreted principal amount of the notes if the
company's common stock trades at a price in excess of $43.97 per
share.

The company indicated that it intends to repurchase, through open
market purchases, any shares of common stock that are issued in
connection with the conversion of either the Old Notes or new
Notes.  The company will pay the redemption price of the Old Notes
and New Notes well as the purchase price for any shares of common
stock that are issued in connection with a conversion of any Old
Notes or New Notes through a draw on its existing delayed-draw
term loan facility and cash on hand.

Information concerning the exchange offer and copies of the
Exchange Circular and related documents may be obtained from the
information agent:

   -- Global Bondholder Services Corporation
      Attn: Corporate Actions
      Suite 704
      No. 65 Broadway
      New York, NY 10006
      Tel: (212) 430-3774 (Banks and Brokers)
           (866) 470-4300

                      About CBRL Group Inc.

Headquartered in Lebanon, Tennessee, CBRL Group Inc. (Nasdaq:
CBRL)-- http://www.cbrlgroup.com/-- presently operates 557
Cracker Barrel Old Country Store(R) restaurants and gift shops
located in 41 states.

                          *     *     *

CBRL Group Inc.'s Zero-Coupon Senior Liquid Yield Option Notes due
2032 carry Moody's Investors Service's 'Ba2' rating and Standard &
Poor's 'B+' rating.


CERVANTES ORCHARDS: Judge Rossmeissl Confirms Reorganization Plan
-----------------------------------------------------------------
The Honorable John A. Rossmeissl of the U. S. Bankruptcy Court for
the Eastern District of Washington has confirmed Cervantes
Orchards & Vineyards LLC's Amended Chapter 11 Plan of
Reorganization.

Under the Plan, holders of Allowed Class 1 Administrative Expenses
Claims and Allowed Class 2 Priority Claims will be paid in full on
the distribution date.

Holders of Allowed Class 3 Priority Tax Claims will receive $1,000
or the amount of the claim whichever is lesser.  The balance of
the allowed claim will be paid in 10 equal quarterly installments
commencing on the distribution date or the third anniversary of
the assessment of the tax, whichever is later.

Class 4 Deere Credit Inc. Claims will receive interest on the
principal amount of its loans at the rate of 7-1/2% payable
quarterly commencing on Sept. 30, 2006, together with minimum
quarterly payments of $12,500 in reduction of principal.  The
principal and the accrued interest must be fully paid on
Dec. 31, 2009.

Class 5 U.S. Bank Trust NA Claims will receive interest on the
principal amount of its loans at the rate of 8.11% per annum
payable semi-annually commencing on Jan. 1, 2007, as part of
payments in the amount of $87,434.  All principal and accrued
interest must be fully paid on July 1, 2014.

Because the Debtor expects to obtain a recovery against Columbia
Trust Bank in excess of the Bank's claim, Class 6 Columbia Trust
Bank Claims will be treated in its full amount.  Payments,
however, will be paid to Columbia in an amount equal to 2% of the
principal amount of the Bank's claims each quarter with first
payment due 90 days after the effective date.

Class 7-1 Elbert B. Schinmann Claims will receive $19,373 annual
payments.  Interest will accrue on the principal of the claim from
the Debtor's bankruptcy filing.

Class 7-2 Douglas F. Bridgeman Claims will receive $25,463 annual
payments until the claims are paid.  Interest will accrue on the
principal of the claim from the Debtor's bankruptcy filing.

The Class 7-3 Claim of Robert Lambrecht will receive $22,720
annual payments until the claims are paid.  Interest will accrue
on the principal of the claim from the Debtor's bankruptcy filing.

The Class 7-4 Claim of American West Bank will receive $11,804
semi-annual payments until the claims are paid.  Interest will
accrue on the principal of the claim from the Debtor's bankruptcy
filing.

The Class 7-5 Claim of Ronald L. Curfman will receive $12,025
annual payments until the claims are paid.  Interest will accrue
on the principal of the claim from the Debtor's bankruptcy
filing.

Gary Simmons, Kay Moore and Sherran Whatley Claims will receive
$19,514 annual payments on account of thier claims.  Interest will
accrue on the principal of the claim from the Debtor's bankruptcy
filing.

Everett L. Wiggins' claim is entitled to a $7,600 annual payment.
Interest will accrue on the principal of the claim from the
Debtor's bankruptcy filing.

Donna Freeburn's Class 7-8 Claim will be paid in full on the
distribution date.

Holders of Class 8 Unsecured Claims will receive a cash payment
equal to 20% of their allowed claims on the distribution date.
The holders will also receive an 80% promissory note for the
balance of their allowed claims.  The note will bear a 6% interest
per annum and payable on or before March 15, 2007.

In the event all prior classes are fully paid under the Plan,
Class 9 Related Entity Claims will receive any remaining funds
available for distribution.

Holders of Class 10 Interest Claims will retain all units under
the Plan.

Full-text copies of the Debtor's Amended Disclosure Statement are
available for a fee at:

  http://www.researcharchives.com/bin/download?id=070503213619

Headquartered in Sunnyside, Washington, Cervantes Orchards and
Vineyards LLC filed for chapter 11 protection on Aug. 19, 2005
(Bankr. E.D. Wash. Case No. 05-06600).  R. Bruce Johnston, Esq.,
at Law Offices of R. Bruce Johnston represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $1 million to
$10 million.


CHEMED CORPORATION: Inks New $275 Million Bank Credit Facility
--------------------------------------------------------------
Chemed Corporation entered into a new bank credit facility
agreement, consisting of a $100 million five-year term loan and a
$175 million revolving credit agreement.

The interest rate on the Facility Agreement has a floating rate
that is currently LIBOR plus 87.5 basis points.  The term loan
requires 10% amortization per year and allows for early
termination without any prepayment penalty.  An accordion feature
is included in this Facility Agreement that provides Chemed the
opportunity to expand its revolver and term loan an aggregate of
$100 million.

Proceeds from this Facility Agreement will be used to fund the
redemption of Chemed's $150 million of 8-3/4% Senior Notes due
2011 on May 4, 2007.  The redemption is being made pursuant to the
terms of the indenture dated Feb. 24, 2004 at a redemption price
of 104.375% of the principal amount of the Notes together with
accrued but unpaid interest.

JPMorgan Chase Bank acted as the administrative agent and arranger
for this transaction.  Citibank and LaSalle were the syndication
agents and National City Bank was the documentation agent.

Headquartered in Cincinnati, Ohio, Chemed Corp. (NYSE: CHE) --
http://www.chemed.com/-- fka Roto-Rooter, Inc., operates two
wholly owned subsidiaries: VITAS Healthcare and Roto-Rooter.
VITAS provides end-of-life hospice care and Roto-Rooter provides
plumbing and drain cleaning services.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Standard & Poor's Rating Services revised its outlook on the
hospice and plumbing/drain-cleaning services provider Chemed Corp.
to positive, from stable, and affirmed its existing ratings on
Chemed, including the 'BB-' corporate credit rating.


CHIQUITA BRANDS: Posts $3.4 Million Net Loss in Qtr Ended March 31
------------------------------------------------------------------
Chiquita Brands International Inc. reported a net loss of
$3.4 million, including a charge of $5 million related to a
decision to exit certain unprofitable farm leases in Chile.  This
compares to net income of $19.5 million in the year-ago
period.  First quarter net sales increased by 3 percent year-over-
year to $1.19 billion, from net sales of $1.15 billion in the
prior year quarter.

"During the first quarter, we continued to make good progress in
both our banana and salad operations," said Fernando Aguirre,
chairman and chief executive officer.  "In Europe, we grew volume
while maintaining our premium market position and profitability,
despite last year's onerous regulatory changes.  In our North
American banana business, we also grew volume, recovered cost
increases, and are successfully introducing higher-margin,
innovative products to differentiate the Chiquita brand.

"At Fresh Express, we have strengthened our No. 1 position in
retail value-added salads and reinforced our food safety
leadership in the face of soft consumer demand for packaged
salads.  While these primary segments are improving, we have also
taken decisive actions to improve profits in our other produce
operations, including exiting certain farm operations in Chile.

Aguirre concluded, "Overall, while we have faced several obstacles
in recent quarters, I am confident that Chiquita is on the right
path, and we saw tangible signs of progress in the first quarter.
We remain committed to deliver sustainable, profitable growth, and
we expect 2007 to be a positive step in reaching those goals."

Quarterly sales rose primarily due to increased banana volume in
Europe and North America and favorable foreign exchange rates,
partly offset by lower local banana pricing in Europe.

Operating income decreased to $18 million in the first quarter of
2007, compared to operating income of $39.3 million in the first
quarter of 2006, due to higher purchased fruit and other industry
costs, lower local banana pricing in the European market, higher
costs due to a record January freeze in Arizona, which affected
lettuce sourcing, and the charge related to a decision to exit
certain farm leases in Chile.  These were partially offset by
favorable year-over-year European exchange rates and the absence
of residual costs from Tropical Storm Gamma that affected the
year-ago period.

Total debt increased to $1.06 billion at the end of the first
quarter of 2007, compared to total debt of $1.02 billion at
March 31, 2006.  The increase in total debt was due to $36 million
of borrowings on the company's revolving credit facility in the
first quarter 2007, which brought total borrowings under the
facility to $80 million at March 31, 2007, compared to $27 million
at March 31, 2006.

                  Strategic Shipping Transaction

Chiquita recently announced it has signed definitive agreements to
sell its 12 refrigerated cargo vessels for $227 million.  The
ships will be chartered back from an alliance formed by Eastwind
Maritime Inc. and NYKLauritzenCool AB.  The parties also entered a
long-term strategic agreement in which the alliance will serve as
Chiquita's preferred supplier in ocean shipping to and from
Europe and North America.

                      About Chiquita Brands

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- is an international
marketer and distributor of high-quality fresh and value-added
food products - from bananas and other fruits to nutritious blends
of convenient green salads.  The company markets its products
under the Chiquita(R) and Fresh Express(R) premium brands and
other related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide.

                           *    *    *

In November 2006, Moody's Investors Service downgraded its ratings
for Chiquita Brands LLC, as well as for its parent Chiquita
Brands International Inc.  Moody's said the outlook on all ratings
is stable.

Standard & Poor's Ratings Services also lowered its ratings on
Chiquita Brands International Inc., including its corporate credit
rating, from 'B+' to 'B'.  S&P said the ratings remain on
CreditWatch with negative implications where they were placed on
Sept. 26.


CITY CAPITAL: Buys Granite Real for $1.3MM Including Assumed Debts
------------------------------------------------------------------
City Capital Corporation acquired Granite Real Estate Investment
Company LLC for a total amount of $1.38 million.  The company paid
$150,000 and assumed $690,000 of outstanding debts, along with
accounts payable of $350,000 and equipment leases totaling
$185,000.

The Granite Companies booked $39,805,000 in total revenues in
2006.  All three divisions are included in this acquisition:
Granite Real Estate Acquisition Company LLC; Granite Custom
Builders, a high end, full service Design and Build, Construction
Management and Custom Renovation Firm; and Granite Real Estate
Investment Company LLC, a full service Real Estate Company
representing both buyers and sellers of residential real estate.

"The company has been researching companies in the Northeast
quadrant of the country for several months now, City Capital CEO
Ephren W. Taylor II stated.  "The company recognises the need for
affordable housing for working-class families in the densely
populated Northeast corridor.  Granite has a strong presence in
the Greater Philadelphia Metro area, and the company anticipates
using this acquisition as a base for expanding its operations into
several East coast markets that the company has been in
discussions with."

"The company is excited about being acquired by a public company
with the strong reputation City Capital commands among city
governments and community organizations around the country," Gary
Freedman, Managing Partner of Granite, added.  "The company is
looking forward to working with Mr. Taylor and his entire
executive management team, to grow Granite to the next level.  The
two groups have strong synergies that should make this marriage a
huge success.  The company has experience in the greater
Philadelphia market, and is looking forward to expanding the
company's operations into the rest of the Eastern Seaboard."

                     About Granite Real Estate

Based in Chadds Ford, Pennsylvania, Granite Real Estate Investment
Company LLC -- http://www.graniterei.com/-- has acquired or built
and sold over 424 homes since 2004, and has booked 53 homesales so
far in 2007 alone.  The company currently has 28 homes under
contract, valued in excess of $6 million.

                        About City Capital

Headquartered in Franklin, Tennessee, City Capital Corp. (OTCBB:
CCCN) -- http://citycapcorp.com/-- prior to its election to be a
Business Development Corporation, specialized in the sale and
distribution of artificial turf.  Those business activities were
conducted in the company's subsidiary, Perfect Turf Inc.  Perfect
Turf was sold on March 29, 2007.  Currently, the company's
business is the acquisition of undervalued real assets for
redevelopment and oil and gas leases for improvement in
production.

City Capital Corporation reported a net investment loss of
$896,975 for the year ended Dec. 31, 2006, compared with a net
investment income of $420,955 for the year ended Dec. 31, 2005.  .

                        Going Concern Doubt

De Joya, Griffith & Company LLC, in Henderson, Nev., expressed
substantial doubt about City Capital Corporation's ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
negative cash flows.


COMMUNICATIONS CORP: Disclosure Statement Hearing Moved to May 21
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
has deferred, to May 21, 2007, at 09:00 a.m., the hearing to
consider the adequacy of Communications Corporation of America and
its debtor-affiliates and White Knight Holdings Inc. and its
debtor-affiliates' disclosure statement explaining their Chapter
11 Plan of Reorganization.

                      Overview of the Plan

As reported in the Troubled Company Reporter on March 19, 2007,
the primary purposes of the Plan are to provide for:

   (a) the continued operation and renewed growth of the Debtors'
       businesses;

   (b) the restructure and rationalization of the Debtors'
       capital structure;

   (c) the recapitalization of the Debtors for additional
       liquidity; and

   (d) payments to creditors in accordance with terms of the
       Plan.

The Debtors will fund the Plan through a combination of:

   (1) the sale of assets for $75 million,

   (2) a capital infusion of $10 million from the present owners
       of Communications Corporation of America Inc. and White
       Knight Holdings Inc., and

   (c) revenues derived from continued operations.

The net sale proceeds will be paid to GE Lenders Secured Claims.
The estimated allowed amount of the GE Lenders Secured Claim is
$206 million.  The claim is subject to valuation by the Court.

Allowed Administrative Claims, Priority Tax Claims, Priority
Claims, Other Secured Claims, Convenience Claims, and Unsecured
Trade Claims will be paid in full.

The total estimate of outstanding unpaid Administrative Expense
Claims is in the range of $5.8 million to $6.3 million; Priority
Tax Claims, $0; Priority Claims, $0; Other Secured Claims,
$16,000; Convenience Class Claims, $95,000; and Unsecured Trade
Claims, $900,000 to $1.1 million.

Holders of General Unsecured Claims will recover 3%.  The
estimated amount of Allowed General Unsecured Claims is
$170,000,000.

The holders of equity interests in the Debtor Subsidiaries will
retain their equity interests.  Preferred Interests in
Communications Corporation of America Inc. will receive a cash
distribution equal to the holder's pro rata share of $50,000.
Holders of common equity interests in the Parent companies won't
receive anything under the Plan.

A full-text copy of the Debtors' Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?1b86

                        About White Knight

Headquartered in Lafayette, Louisiana, White Knight Holdings,
Inc., is a media, television and broadcasting company.

White Knight entered into commercial inventory agreements, joint
sales agreements, and shared services agreements with
Communications Corporation of America.  However, both entities are
independent companies and are not affiliates of each other.  Along
with Communications Corp., White Knight operates around 23 TV
stations.

White Knight and five of its affiliates filed for chapter 11
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50422
through 06-50427).  R. Patrick Vance, Esq., and Matthew T. Brown,
Esq., at Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
LLP, represents White Knight and its debtor-affiliates in their
restructuring efforts.  White Knight and its debtor-affiliates'
chapter 11 cases are jointly administered under Communication
Corporation of America's chapter 11 case.

When the Debtors filed for protection from their creditor, they
estimated less than $50,000 in assets and estimated debts between
$100,000 and $500,000.

             About Communications Corp. of America

Headquartered in Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  Along with media
company White Knight Holdings, Inc., it owns and operates around
23 TV stations in Indiana, Texas and Louisiana.  Communications
Corporation and 10 of its affiliates filed for bankruptcy
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50410
through 06-50421).  Douglas S. Draper, Esq., William H. Patrick
III, Esq., and Tristan Manthey, Esq., at Heller, Draper, Hayden,
Patrick & Horn, LLC, represents Communications Corporation and its
debtor-affiliates.  Taylor, Porter, Brooks & Phillips LLP serves
as counsel to the Official Committee of Unsecured Creditors.  When
Communications Corporation and its debtor-affiliates filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


COOPER TIRE: Moody's Holds Ratings and Says Outlook is Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Cooper Tire & Rubber Company's
corporate family rating of B2 but revised the outlook to stable
from negative.

At the same time, the rating agency affirmed the B2 rating on
Cooper's unsecured notes and raised the Speculative Grade
Liquidity rating to SGL-2 from SGL-3.

The stable outlook reflects Moody's expectations that the
combination of resumption of growth in U.S. replacement tire
demand, management actions to restore profitability and operating
efficiencies, the impact of pricing actions, and less volatile
commodity and energy costs will contribute to a gradual
strengthening in the company's performance over the intermediate
term.  The long-term ratings consider the ongoing material
leverage in the company's capital structure as well as recent
stress on its operating margins, cash flow, and debt coverage
ratios in its largest operating segment, North American Tire.

The B2 Corporate Family rating incorporates the company's elevated
leverage, regional concentration, and modest scale compared to
global competitors.  It further recognizes weak financial ratios
that have unfolded over the past two years.  The rating is
supported by stronger scores for its participation in the
relatively stable replacement tire segment, established brands and
distribution channels, as well as granularity across its customer
base. Nonetheless, current margins, leverage and interest coverage
metrics pull the rating into the B2 category.  While reinvestment
plans and restructuring expenditures are expected to constrain
free cash flow, implementation of cost reduction and efficiency
initiatives should begin to reverse deteriorating trends of 2005
and 2006.  Despite recent investments in Asian ventures, its core
operations remain in North America and have faced challenging
conditions from a combination of raw material costs, slack unit
demand, and competition from tires sourced in lower cost
countries.

The stable outlook is based upon expectations that the combination
of resumption of growth in U.S. replacement tire demand,
management initiatives, along with pricing actions to recover raw
material costs will contribute to healthier results.  Cooper's
current liquidity profile further supports the stable outlook.
However, delivering improved performance and remaining on course
to generate material free cash flow in its North American segment
as well as the terms and timing of any extension of its revolving
credit facility could affect ratings.

The SGL-2 rating represents good liquidity over the coming year.
The rating flows from break-even to marginal free cash flow
generation in North America, existing levels of cash and short-
term investments as well as significant external funding
commitments.  Cooper continues with modest headroom under
financial covenants in its revolving credit facility and has some
ability to develop incremental alternate liquidity given the
unsecured nature of its liabilities and available lien baskets.

Ratings affirmed:

Cooper Tire & Rubber Company

    * Corporate Family Rating, B2

    * Senior Unsecured Notes, B2

    * Shelf filings, (P)B2 and (P)Caa1 for senior unsecured and
      preferred respectively

Ratings revised:

    * Outlook to stable from negative
    * Speculative Grade Liquidity rating to SGL-2 from SGL-3

Loss Given Default Assessments revised:

  * Senior unsecured notes to LGD-4, 56 % from LGD-4, 57%
  * Shelf filing for unsecured notes to LGD-4, 56% from LGD-4, 57%

The last rating action was on December 4, 2006 at which time the
liquidity rating of SGL-3 was renewed.  Cooper's $175 million
revolving credit facility is not rated.

The B2 (LGD-4, 56%) rating on the senior unsecured notes is level
with the Corporate Family Rating and stems from their significance
in the company's debt structure and their pari passu standing with
bank facilities. Neither the notes nor the bank credit facility
benefit from up-streamed subsidiary guarantees, and both
obligations are on an unsecured basis.

Cooper Tire & Rubber Company, headquartered in Findlay, Ohio, is
the fourth largest tire manufacturer in North America and is
focused on replacement markets for passenger cars and light &
medium duty trucks.  Revenues in 2006 were approximately
$2.7 billion. The company operates 10 manufacturing facilities and
had 13,361 employees at the end of 2006.


COPELANDS' ENTERPRISES: Delaware Court Confirms Liquidation Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
the Chapter 11 Plan of Liquidation co-proposed by Copelands'
Enterprises Inc. and its Official Committee of Unsecured
Creditors.

The Plan, as published in the Troubled Company Reporter on
Feb. 16, 2007, proposes to pay Class 1 Other Priority Claims and
Class 3 Other Secured Claims in full.

Holders of Class 2 Subordinated Note Claims will receive 21% of
their allowed claim while holders of Class 4 General Unsecured
Claims will get 0.2% to 1.9%.

Holders of Equity Interests in the Debtor will not receive any
distributions under the Plan.

Distributions under the Plan will be sourced from the proceeds of
the store closing sales at eleven of the Debtor's store locations.

The winning bidder, a joint venture composed of TSA Stores, Inc.,
Hilco Merchant Resources LLC and Hilco Real Estate LLC, purchased
the subject properties for $21.7 million, predicated on an
aggregare cost value of the Debtor's inventory of $23 million.

Great American Group was the liquidator agent for the sale which
concluded early December 2006.

The Debtors' postpetition business operation was backed by a
$25,000,000 debtor-in-possession financing provided by Wells Fargo
Retail Finance LLC and a $5,000,000 mezzanine loan from Thomas and
James Copeland.  Both loans have been paid in full on Nov. 20,
2006.

Based in San Luis Obispo, California, Copelands' Enterprises Inc.
dba Copelands' Sports -- http://www.copelandsports.com/--  
operates specialty sporting goods stores.  The company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones, & Weintraub LLP, in Los
Angeles, California, represent the Debtor.  Adam G. Landis, Esq.,
at Landis Rath & Cobb LLP represents the Official Committee of
Unsecured Creditors.  Clear Thinking Group serves as the Debtor's
financial advisor.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $50 million and
$100 million.


DAVID IHMUD: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: David F. Ihmud
        aka Abedelsalam F. Ihmud
        dba Planet DVD
        fdba Star Video
        Nina Ihmud
        aka Nina Saryan
        aka Nina Saryan-Ihmud
        9545 Mango Avenue
        Fontana, CA 92335

Bankruptcy Case No.: 07-12364

Type of Business:

Chapter 11 Petition Date: May 1, 2007

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Joseph L. Borrie, Esq.
                  4333 Orange Street, Suite 21
                  Riverside, CA 92501
                  Tel: (951) 686-6432
                  Fax: (951) 686-6490

Total Assets:  $482,774

Total Debts: $1,095,437

Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wells Fargo                      credit line            $92,825
Business Line
P.O. Box 54349
Los Angeles, CA 90054

Washington Mutual                credit line            $49,196
P.O. Box 54349
Phoenix, AZ 85062

Capital One                      credit line            $47,307
P.O. Box 105131
Atlanta, GA 30348

Bank of America                  credit line            $51,753

American Express                 credit line            $35,105

Capital One, F.S.B.              credit card            $18,312

M.B.N.A.                         credit line            $17,261

                                 credit card            $25,889

American Express                 credit card            $44,627

Discover Card                    credit card            $14,972

Chase                            credit card            $14,371

First Equity Card Corp.          credit card            $12,863

Chase Sony Card                  credit card            $11,831

Advanta Bank Corp.               credit card            $11,129

Citi Cards                       credit card            $10,696

Dell Business Credit             trade debt;            $14,763
                                 value of
                                 collateral:
                                 $4,200


DELUXE ENTERTAINMENT: Increased Loan Cues S&P to Affirm Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on the senior secured first-lien bank facility of Deluxe
Entertainment Services Group Inc. (B/Stable/--), following the
announcement that the company will increase its first-lien term
loan to $610 million (from $585 million) to help fund a special
dividend.  The secured loan rating is 'B', at the same level as
the 'B' corporate credit rating, and the recovery rating is '3',
indicating expectation of meaningful (50%-80%) recovery of
principal in the event of a payment default.

Pro forma for the add-on, the first-lien facility will consist of
a $125 million unfunded revolving credit facility due 2011, a
$25 million prefunded revolving credit facility due 2013, a
$560 million U.S. term loan due 2013, and a US$50 million Canadian
term loan due 2013.

Ratings List

Deluxe Entertainment Services Group Inc.
Corporate Credit Rating                        B/Stable/--

Rating Affirmed

Deluxe Entertainment Services Group Inc.
Senior Secured                                 B
  Recovery Rating                               3


DENNY'S CORP: March 31 Balance Sheet Upside-Down by $221 Million
----------------------------------------------------------------
Denny's Corporation reported $221.2 million in total stockholder's
deficit, $443.7 million in total assets and $664.9 million in
total liabilities as of March 31, 2007.  The company's March 31
balance sheet also showed strained liquidity with total current
assets of $71.6 million available to pay total current liabilities
of $138.7 million.

During the first quarter, Denny's sold six restaurant operations
to franchisees and divested three real estate properties for
aggregate net proceeds of $5.7 million.  These proceeds along with
cash flow from operations were used to reduce outstanding debt by
$6 million while increasing the company's cash balance by
$8.9 million.

Subsequent to quarter-end, Denny's made an $8.8 million semiannual
interest payment on its 10% Senior Notes.  In addition, the
company has initiated a $10 million voluntary prepayment on its
Credit Facility Term Loan, which will be effective in the first
week of May 2007.

                      First Quarter Results

Net income for the first quarter was $1.2 million, an increase of
$451,000, as compared with prior year net income of $712,000.
Adjusted income before taxes decreased $2.1 million from the prior
year period to a loss of $100,000 in the first quarter.

For the first quarter of 2007, Denny's reported total operating
revenue of $236.8 million, a decrease of $11.2 million from the
prior year quarter.  Company restaurant sales decreased
$9.2 million to $215.8 million as a result of 17 fewer equivalent
units and a 1.8% decrease in company same-store sales.

Franchise revenue decreased $2 million to $21 million as a result
of lower franchise rental income, eleven fewer equivalent units
and a 0.7% decrease in franchise same-store sales.  Franchise
rental income, a component of franchise revenue, decreased
$2.2 million due primarily to the 2006 sale of real estate
previously leased to franchisees.

General and administrative expenses for the first quarter
decreased $1.3 million from the same period last year due
primarily to a $1.2 million reduction in share-based incentive
compensation.  Depreciation and amortization expense for the first
quarter decreased by $1.2 million compared with the prior year
period due primarily to the sale of real estate assets in 2006.
Operating income for the first quarter decreased $2.3 million to
$12.7 million due primarily to a lower company restaurant
operating margin and reduced franchise rental income.  Interest
expense for the first quarter decreased $3.3 million to
$11.3 million due primarily to lower debt balances and improved
borrowing costs.

Full-text copies of the company's first quarter report for 2007
are available for free at http://ResearchArchives.com/t/s?1e77

Nelson Marchioli, president and chief executive officer, stated,
"Our first quarter results were impacted by soft sales combined
with rising labor costs.  In response to the persistent sales
weakness affecting much of our industry, we recently launched
several new promotions aimed at increasing guest traffic.  By
pairing Denny's strong value proposition with a lineup of exciting
new product offerings we will provide consumers a compelling
reason to choose Denny's."

"We are committed to delivering on our long-term strategic
initiatives including increasing cash generation and reducing
debt.  We are implementing franchise development programs targeted
at both existing and potential franchisees.  We are investing in
product and process innovation to shape the future of Denny's.  As
we execute on these objectives, we are confident in our plans to
expand the Denny's brand, improve our financial performance and
enhance shareholder value," Mr. Marchioli concluded.

                        About Denny's Corp.

Headquartered in Spartanburg, South Carolina, Denny's Corporation
(Nasdaq: DENN) -- http://www.dennys.com/-- is a full-service
family restaurant chain in the U.S., with 521 company-owned units
and 1,024 franchised and licensed units, with operations in the
United States, Canada, Costa Rica, Guam, Mexico, New Zealand and
Puerto Rico.


DUNE ENERGY: Prices Private Offering of Sr. Notes & Pref. Stock
---------------------------------------------------------------
Dune Energy Inc. has priced its private offering of senior secured
notes due 2012 and senior redeemable convertible preferred stock.
Prior to pricing, Dune increased the amount of the Senior Secured
Notes offered in the private offering from $285 million to
$300 million and the amount of Preferred Stock from $140 million
to $180 million.

A majority of the proceeds from the private offering will be used
to acquire all of the outstanding capital stock of Goldking Energy
Corporation.

The Senior Secured Notes will bear interest at the rate of 10.5%
per annum and will be unconditionally guaranteed on a senior
secured basis by each of the company's existing and future
domestic subsidiaries.  The Senior Secured Notes will be secured
by a lien on substantially all of the company's assets.

The Preferred Stock, which will have a liquidation preference of
$1,000 per share, will pay a dividend at a rate of 10% per annum,
payable quarterly, at the option of the company, in additional
shares of Preferred Stock, shares of the company's common stock or
cash.  The Preferred Stock will be initially convertible into
60 million shares of the company's common stock, based on an
initial conversion price of $3 per share of the company's common
stock and reflecting a 20% conversion premium to the $2.50 per
share closing price of Dune's common stock on the American Stock
Exchange on May 1, 2007.  The company has granted the initial
purchaser a 30-day option to acquire an additional 36,000 shares
of Preferred Stock.

There will be a one-time test for adjustment of the conversion
price and the dividend rate, effective as of May 1, 2008, based
upon a specified average trading price of the company's common
stock for the 30 trading days up to and including April 30, 2008.
If the company meets or exceeds this target, there will be no
adjustment.  In addition, the conversion price of the Preferred
Stock will be subject to adjustment pursuant to customary
anti-dilution provisions and may also be adjusted upon the
occurrence of a fundamental change.  The Preferred Stock is
redeemable at the option of the holder on Dec. 1, 2012 or upon a
change of control.  In the event the company fails to redeem
shares of Preferred Stock "put" to the company by a holder, then
the conversion price shall be lowered and the dividend rate
increased.  After Dec. 1, 2012, the company may redeem shares of
Preferred Stock.  Holders converting Preferred Stock prior to
June 1, 2010 will be entitled to receive a certain make whole
premium.

In connection with these offerings, the company will file with the
Securities and Exchange Commission upon the closing and the
acquisition of Goldking.

The Senior Secured Notes are being offered to qualified
institutional buyers under Rule 144A of the Securities Act of
1933, as amended, to non-U.S. persons outside the United States
under Regulation S of the Act, and to a limited number of
institutional accredited investors.

Shares of Preferred Stock are being offered only to qualified
institutional buyers pursuant to Rule 144A of the Act.  Neither
the Senior Secured Notes nor the Preferred Stock have been
registered under the Act or any state securities laws, and may not
be offered or sold in the United States or to U.S. persons absent
registration or an applicable exemption from the registration
requirements.

Dune expects that the offerings related to the Senior Secured
Notes and the Preferred Stock will close concurrently in mid-May
2007, although there can be no assurances in that regard.

                        About Dune Energy

Headquartered in Houston, Texas, Dune Energy Inc. (Amex: DNE) --
http://www.duneenergy.com/-- is an independent exploration and
development company, with operations focused along the
Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin
Barnett Shale.  Dune will continue to exploit its existing asset
base, seek accretive acquisitions, and enter into additional joint
venture drilling programs.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Moody's Investors Service assigned first-time ratings to Dune
Energy Inc., including a Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and a Caa2 rating (LGD 4, 50%) on
its proposed $285 million of senior secured notes due 2012.

In addition, Standard & Poor's Ratings Services assigned its
'B-' corporate credit rating to oil and gas exploration and
production company Dune Energy Inc.

S&P also assigned a 'B-' rating and '3' recovery rating,
indicating S&P's expectation of meaningful (50%-80%) recovery of
principal in the event of a payment default, to the company's
proposed $285 million senior secured notes due 2012.


EASTMAN KODAK: 2007 First Quarter Sales Decrease 8% to $2.12 Bil.
-----------------------------------------------------------------
Eastman Kodak Company reported a loss from continuing operations
of $174 million for the first quarter ended March 31, 2007,
compared with a loss from continuing operations of $346 million in
the same period a year ago.  This is a $172 million year-over-year
improvement in results from continuing operations on lower year-
over-year revenue, reflecting significant cost reduction efforts
and lower restructuring charges.

For the first quarter of 2007, sales totaled $2.12 billion, a
decrease of 8% from $2.29 billion in the first quarter of 2006.

Digital revenue totaled $1.21 billion, a 3% decrease from
$1.25 billion.  Traditional revenue totaled $896 million, a 13%
decline from $1.03 billion in the year-ago quarter.  New
Technologies revenue was $13 million in the first quarter,
compared with $16 million in the year-ago period.

The company's first-quarter loss from continuing operations before
interest, other income (charges), net, and income taxes was
$188 million, compared with a loss of $324 million in the
year-ago quarter.

Kodak held $1.026 billion in cash and cash equivalents as of
March 31, 2007, consistent with the company's goal of
maintaining at least $1 billion in cash on its balance
sheet.

As of March 31, 2007, the company's debt level was
$2.75 billion.

Selling, General and Administrative expenses decreased
$112 million from the year-ago quarter, reflecting the company's
cost reduction activities.  SG&A as a percentage of revenue was
19%, down from 22% in the year-ago quarter.

Gross Profit was 20.2%, down from 20.5%, primarily attributable to
approximately $30 million of adverse silver and aluminum costs,
partially offset by the favorable impact of foreign exchange.

"I'm very pleased with our first-quarter performance, in which we
made significant progress on our two key objectives for 2007 - new
product success and cost reduction.  Thus far the year is
proceeding on plan," said Antonio M. Perez, chairman and chief
executive officer, Eastman Kodak Company.  "Both our Consumer
Digital and Film Products groups were well ahead of plan.  On the
product side, we successfully launched a revolutionary line of
inkjet products, and at the recent AIIM/On Demand Conference our
Graphic Communications Group introduced several award-winning
products that broadened our portfolio of solutions.  We also
significantly reduced our SG&A expenses, improved our receivables
performance, and ended the quarter with more than $1 billion in
cash on our balance sheet.  When we conclude the recently
announced sale of our manufacturing facility in Xiamen, China, we
will have completed the last, significant step in our
manufacturing restructuring."

                     Health Group Sale Closed

On April 30, 2007, the company completed the sale of its Health
Group to an affiliate of Onex Corporation for up to $2.55 billion.
At closing Kodak received $2.35 billion in cash with the potential
to receive up to $200 million in additional future payments if
Onex achieves certain returns with respect to its investment.

                     About Eastman Kodak Co.

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE: EK)
-- http://www.kodak.com/-- develops, manufactures, and markets
digital and traditional imaging products, services, and solutions
to consumers, businesses, the graphic communications market, the
entertainment industry, professionals, healthcare providers, and
other customers.

                          *     *     *

In February 2007, Moody's Investors Service said it is continuing
its review on Eastman Kodak's ratings for possible downgrade
including Corporate Family Rating at B1, Senior Unsecured Rating
at B2, and Senior Secured Credit Facilities at Ba3.


EDS CORP: Earns $164 Million in First Quarter Ended March 31
------------------------------------------------------------
Electronic Data System Corp. reported a net income of $164 million
first quarter ended March 31, 2007, versus a net income of
$24 million for the first quarter ended March 31, 2006.

First quarter revenues increased to $5.2 billion from $5.1 billion
in the year-ago quarter.  First quarter revenue decreased on an
organic basis, which excludes the impact of currency fluctuations,
acquisitions and divestitures.

"EDS recorded another successful quarter as we continued to
improve our operational performance and further strengthen our
financial position," said Mike Jordan, EDS chairman and chief
executive officer.  "As EDS continues to broaden its base and
capabilities -- as well as reposition the business and develop
attractive segments -- our ability to provide effective business
solutions to our clients continues to expand."

"EDS' continued improvement in earnings reflects traction in our
key initiatives," said president and chief operating officer Ron
Rittenmeyer.  "Despite what appear to be softer market conditions,
EDS' signings were solid.  The quarter reflected specific
expansion activities in our Best Shore delivery network; marked
increases in quality assurance metrics; and, most significantly,
momentum and strength in our applications business where we
continue to grow."

EDS signed $3.4 billion in contracts in the first quarter of 2007
versus $10 billion in the year-ago quarter, which included
$3.6 billion with General Motors and $3.9 billion with the U.S.
Department of the Navy.  EDS signed seven deals in the first
quarter of 2007 with contract values greater than $100 million
with clients in the communications, consumer goods and retail,
financial services, and manufacturing industries.

Free cash flow was $8 million outflow in the first quarter versus
$38 million outflow for the year-ago period.

As of March 31, 2007, the company listed total assets valued at
$17.8 billion, total liabilities of $9.6 billion, and minority
interest of $385 million, resulting in a total stockholders'
equity of $7.9 billion.

Cash, cash equivalents and marketable securities as of March 31,
2007, were $2.8 billion and $45 million, respectively.

                  First Quarter Results by Segment

* Americas

First quarter revenue was $2.62 billion, up compared to the prior-
year period.  Operating profit was $405 million, up from
$337 million in the prior-year period.

* EMEA

First quarter revenue was $1.45 billion, down from the prior-year
period, and down on an organic basis.  Operating profit was
$179 million, up from $178 million in the prior-year period.

* Asia-Pacific

First quarter revenue was $409 million, up from the prior-year
period, primarily due to MphasiS revenues.  Operating profit was
$38 million, up from $24 million in the prior-year period.

* U.S. Government

First quarter revenue was $623 million, down from the prior-year
period.  Operating profit was $122 million, up from $43 million in
the prior-year period.

                      2007 Updated Guidance

The company reaffirms prior revenue guidance of $22 billion to
$22.5 billion, free cash flow guidance of $1 billion to
$1.1 billion, and total contract value guidance of $23 billion-
plus.

For the second quarter of 2007, EDS currently expects revenue of
$5.3 billion to $5.5 billion.

                          About EDS Corp.

Based in Plano, Texas, Electronic Data System Corp. (NYSE: EDS) --
http://www.eds.com/-- is a global technology services company
delivering business solutions to its clients.  EDS founded the
information technology outsourcing industry more than 40 years
ago.  EDS delivers a broad portfolio of information technology and
business process outsourcing services to clients in the
manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                          *     *     *

EDS Corp.'s 7-1/8% Notes due 2009 carry Moody's Investors
Service's Ba1 rating.


ENERGY PARTNERS: Earns $3.7 Mil. in First Quarter Ended March 31
----------------------------------------------------------------
Energy Partners Ltd. reported financial and operational results
for the first quarter ended March 31, 2007, with a net income of
$3.7 million, as compared with $14.8 million for the first quarter
ended March 31, 2006.  Revenue for the first quarter of 2007 was
$108.5 million, essentially flat with first quarter 2006 revenues
of $109.2 million.

Discretionary cash flow, which is cash flow from operating
activities before changes in working capital and exploration
expenses, was $71.2 million versus $92.9 million in the first
quarter last year.  Cash flow from operating activities in the
first quarter of 2007 was $113.8 million, as compared with
$63.9 million in the same quarter a year ago.

The first quarter of 2007 benefited from a 13% increase in
production volumes versus the first quarter of 2006.  Benefits
were also realized in the quarter from the settlement of insurance
claims related to Hurricanes Katrina and Rita.  Insurance
collections in the first quarter of 2007 were $92.9 million, as
compared with $58.3 million of insurance receivables recorded at
the end of year 2006.

As of March 31, 2007, the company's balance sheet listed total
assets of $997.1 million and total liabilities of $619.6 million,
resulting in a total stockholders' equity of $377.5 million.
However, the company's balance sheet as of March 31, 2007, showed
strained liquidity with total current assets of $111.7 million
available to pay total current liabilities of $170.4 million.

The company had retained earnings of $68.7 million in the first
quarter 2007, slightly up from retained earnings of $65 million in
the fourth quarter of 2006.  Cash and cash equivalents as of March
31, 2007, were $33.9 million, up from $3.2 million held as of Dec.
31, 2006.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1e76

                      Tenders and Financing

On March 12, 2007, the company disclosed the conclusion of its
strategic alternatives process and privately placed $450 million
of Senior Unsecured Notes at par and secured a new revolving
credit facility in April 2007.  Proceeds were used to fund the
purchase of 8,700,000 shares at $23 per share in its equity self-
tender offer, the repurchase of about 96% of its senior notes due
2010, and the repayment of its then existing revolving credit
facility.  The company stated it is actively marketing selected
non-strategic properties for divestiture to reduce its post tender
offer debt, with an expected close in the third quarter of 2007.
Additionally, based on its increased financial leverage, the
company has initiated a comprehensive hedging program designed to
mitigate commodity price risk.

Richard A. Bachmann, EPL's chairman and chief executive officer,
commented, "We are very excited to have the corporate actions
initiated in mid-March behind us, with only the asset divesture
remaining to be wrapped up sometime in the third quarter of this
year.  I'm pleased to report that through all of the turmoil of
the last two years, we have maintained the staff that brought us
our previous successes.  We can now turn our full attention to our
core business, with renewed focus and determination to create
value for our shareholders."

                      Recent Shelf Discovery

The company reported a recent discovery on the Gulf of Mexico
Shelf, the West Cameron 252 #1 well.  The moderate risk, moderate
potential well, drilled to a total depth of 8,299 feet,
encountered high quality natural gas pay in a single interval.
The well is currently anticipated to initiate production in 2008,
with an option to accelerate first production currently under
evaluation.  EPL, the operator, holds a 75% working interest in
the well and Mariner Energy Inc. holds the remaining 25%.

                      About Energy Partners

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

                          *     *     *

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


EPICOR SOFTWARE: Prices $200MM Convertible Senior Notes Offering
----------------------------------------------------------------
Epicor Software Corporation has priced its offering of
$200 million aggregate principal amount of 2.375% convertible
senior notes due 2027.

As part of the offering, the company has granted 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.  Assuming the repayment of its outstanding
term loan, Epicor expects the offering to be accretive to its
fiscal 2007 earnings per diluted share.

The notes will pay interest semiannually at a rate of 2.375% per
annum until May 15, 2027.  The notes will be convertible, under
certain circumstances, into cash or, at the company's option, cash
and shares of the company's common stock, at an initial conversion
rate of 55.2608 shares of common stock per $1,000 principal amount
of notes, which is equivalent to an initial conversion price of
approximately $18.10 per share.  The initial conversion price
represents a 30% premium over the last reported sale price of the
Company's common stock on May 2, 2007, which was $13.92 per share.
The notes were priced on May 2, 2007.

Epicor estimates that the net proceeds from this offering will be
approximately $193.2 million after deducting the underwriters'
discounts and commissions and estimated offering expenses.
The offering is expected to close on May 8, 2007, subject to
customary closing conditions.

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 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.

UBS Investment Bank and Lehman Brothers acted as joint book-
running managers for the offering.

Cowen and Company, Needham & Company, and Piper Jaffray served as
co-managers for the offering.

The issuer has filed a registration statement and preliminary
prospectus supplement with the Securities and Exchange
Commission for the offering to which this communication relates.

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

   -- UBS Securities LLC
      Attention: Prospectus Department
      No. 299 Park Avenue
      New York, New York, 10171
      Tel: (212) 821 3000; or

   -- Lehman Brothers
      c/o Broadridge
      No. 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.


FINAL ANALYSIS: Wants Until August 28 to File Chapter 11 Plan
-------------------------------------------------------------
Final Analysis Communication Services Inc. asks the United States
Bankruptcy Court for the District of Maryland to extend its
exclusive periods to:

     a. file a Chapter 11 plan of reorganization until Aug. 28,
        2007; and

     b. solicit acceptances of that plan until Oct. 27, 2007.

The Debtor tells the Court that the extension will prevent other
parties from filing a rival Chapter 11 plan of reorganization to
attempt to regain control of its assets.

J. Daniel Vorsteg, Esq., at Whiteford, Taylor & Preston LLP, said
that the extension will provide sufficient time for the Debtor
to obtain the required documents from its former management to
formulate a plan.

New York Satellite Industries LLC holds a majority interest in
Final Analysis Communication Services Inc.  Nader Modanlo, who
filed for Chapter 11 protection on July 22, 2005, owns NYSI.

Lanham, Md.-based Final Analysis Communication Services Inc. filed
a voluntary Chapter 11 petition on Dec. 29, 2006 (Bankr. D. Md.
Case No. 06-18520).  J. Daniel Vorsteg, Esq., Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, LLP, represent the Debtor.  No official committee of
unsecured creditors has been appointed in the case at this time.
When it filed for bankruptcy, the Debtor estimated its assets at
more than $100 million and debts at $1 million to $100 million.


FINAL ANALYSIS: Court Okays Sheppard as Special Litigation Counsel
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Maryland
gave Final Analysis Communication Services Inc. permission to
employ Sheppard Mullin Richter & Hampton LLP as its special
litigation counsel.

As reported in the Troubled Company Reporter on Feb. 1, 2007,
the Debtor informed the Court that on Jan. 30, 2003, it filed suit
against General Dynamics in the United States District Court for
the District of Maryland asserting claims for, among other things,
breach of contract, anticipatory breach of contract, fraud,
defamation and tortuous interference with respect to General
Dynamics' termination of its strategic business partnership
with the Debtor.

The Debtor wanted Sheppard Mullin to assist it with the pending
litigation against General Dynamics General Dynamics Corporation
and General Dynamics Information Services Inc.

For their services, the firm's professionals will be paid:

   * 10% of any recovery made after the firm have taken any action
     on behalf of the company;

   * 12.5% of any recovery made after plaintiff's opening
     statement at trial;

   * 15% of any recovery made after commencement testimony on
     plaintiff's case-in-thief and prior to jury's verdict; and

   * 20% of any recovery made after a jury's verdict.

Michael Ahrens, Esq., a Sheppard Mullin partner, assured the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

New York Satellite Industries LLC holds a majority interest in
Final Analysis Communication Services Inc.  Nader Modanlo, who
filed for Chapter 11 protection on July 22, 2005, owns NYSI.

Lanham, Md.-based Final Analysis Communication Services Inc. filed
a voluntary Chapter 11 petition on Dec. 29, 2006 (Bankr. D. Md.
Case No. 06-18520).  J. Daniel Vorsteg, Esq., Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, LLP, represent the Debtor.  No official committee of
unsecured creditors has been appointed in the case at this time.
When it filed for bankruptcy, the Debtor estimated its assets at
more than $100 million and debts at $1 million to $100 million.


FLINKOTE CO: Wants Exclusive Plan Filing Period Moved to Aug. 31
----------------------------------------------------------------
The Flinkote Company and its debtor-affiliate Flinkote Mines
Limited ask the U.S. Bankruptcy Court for the District of Delaware
to further extend their exclusive periods to:

     a. file a Chapter 11 plan of reorganization until Aug. 31,
        2007; and

     b. solicit acceptances of that plan through and including
        Oct. 30, 2007.

The Debtors' exclusive period to file a Chapter 11 plan expired
on April 27, 2007.  This is the Debtors' ninth motion to extend
the exclusive periods.

The Debtors tell the Court that they need sufficient time to
finalize the terms of a reorganization plan co-proposed by the
Asbestos Claimants Committee and the Future Claimants.

The Honorable Judith K. Fitzgerald will convene a hearing on
June 25, 2007, at 11:30 a.m. to consider the Debtors' request.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The company and its affiliate,
Flintkote Mines Limited, filed for chapter 11 protection on
April 30, 2004 (Bankr. D. Del. Case No. 04-11300).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G. McLamb,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represent the Debtors in their restructuring efforts.  The
Bankruptcy Court appointed James J. McMonagle as the Legal
Representative for Future Asbestos Personal Injury Claimants for
Flintkote and Mines on Aug. 26, 2004, and Sept. 9, 2004,
respectively.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.


FREEHAND HJ: Organizational Meeting Scheduled for May 18
--------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Freehand H.J., Inc.'s chapter 11 case at
11:00 a.m., on May 18, 2007, at the Office of the U.S. Trustee,
Suite 501, 833 Chestnut Street, in Philadelphia, Pennsylvania.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject to
the terms of strict confidentiality agreements with the Debtors
and other core parties-in-interest.  If negotiations break down,
the Committee may ask the Bankruptcy Court to replace management
with an independent trustee.  If the Committee concludes that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

Based in West Chester, Pennsylvania, Freehand H.J., Inc. filed for
Chapter 11 protection on April 15, 2007 (Bankr. E.D. Pa. Case No.
07-12172).  Albert A. Ciardi, III, Esq., at Ciardi & Ciardi, P.C.,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


GEARS LTD: Low Cumulative Net Loss Prompts S&P to Upgrade Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of securities from the GEARS Ltd. 2004-A transaction.  At
the same time, the ratings on the class A notes were affirmed.

The upgrades reflect the low cumulative net loss levels
experienced by the underlying collateral and the ample credit
support within the deal structure.

An underlying collateral pool of prime automobile loan contracts
supports the securities.  Cumulative net losses for the collateral
are 1.11% of initial pool balance, which compares favorably with
the original expected losses.  In addition, delinquencies of more
than 60 days have remained negligible.  Furthermore, the structure
benefits from a sizable reserve account, which has reached its
floor.

Standard & Poor's expects the remaining credit support will be
sufficient to support the notes at the raised and affirmed levels.


                            Ratings Raised

                          GEARS Ltd. 2004-A

                                     Rating
                                     ------
                   Class         To         From
                   -----         --         ----
                    B-1          AAA        AA
                    B-2          AAA        AA
                    C            AAA        A
                    D            AAA        BBB
                    E            AA         BB


                         Ratings Affirmed

                        GEARS Ltd. 2004-A

                        Class       Rating
                        -----       ------
                        A-P          AAA
                        A-3          AAA
                        A-4          AAA


HEALTHSOUTH CORP: Completes Rehab Division Sale to Select Medical
-----------------------------------------------------------------
HealthSouth Corporation closed its reported transaction with
Select Medical Corporation to sell HealthSouth's Outpatient
Rehabilitation Division.

HealthSouth's Outpatient Rehabilitation Division is a network
of approximately 600 facilities in 35 states and the District
of Columbia that provides high quality rehabilitative care for
general orthopedic and sports injuries and conditions, as well
as work-related injuries.

"This is an important step in HealthSouth's strategic plan to
deleverage its balance sheet and reposition itself as a 'pure-
play,' post-acute care provider. By reducing our long-term debt,
we will be able to focus our resources on enhancing our preeminent
position as the nation's leader in inpatient rehabilitative care,"
said HealthSouth President and CEO Jay Grinney.  "We appreciate
the dedication and professionalism displayed by the Outpatient
Rehabilitation Division employees.  They have worked hard to
create an outstanding business model with a terrific reputation.
We wish them continued success with Select Medical."

This divestiture is the part of HealthSouth's plan, announced in
August 2006, to reposition the company as a "pure play" post-acute
care provider with a focus on its Inpatient Rehabilitation
Division.  The company has also announced the sale of its Surgery
Division to TPG and its Diagnostic Divisions to The Gores Group.
Both of these transactions are expected to close in the third
quarter.

Goldman, Sachs & Co. served as HealthSouth's financial advisor on
this transaction.

                        About HealthSouth

HealthSouth Corporation (NYSE:HLS) -- http://www.healthsouth.com/
-- provides outpatient surgery, diagnostic imaging and
rehabilitative healthcare services, operating facilities
nationwide.

                          *      *      *

The company's Dec. 31, 2006 balance sheet showed $3.4 billion
in total assets, $4.9 billion in total liabilities, $271.1 million
in minority interest, and $387.4 million in convertible perpetual
preferred stock, resulting in a $2.2 billion total stockholders'
deficit.


HOST HOTELS: Possible Credit Improvement Cues S&P's Pos. Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Host Hotels & Resorts Inc. to positive from stable.  All ratings
on the company, including the 'BB' corporate credit rating, were
affirmed.

"The outlook revision reflects our expectation that average credit
measures could improve over time to levels consistent with a
higher rating given continued strength in the lodging operating
environment," said Standard & Poor's credit analyst Emile
Courtney.  "However, a key factor that will influence prospects
for a rating upgrade will be the extent of Host's use of leverage
to make potential future acquisitions and dividend payments.  If
the company adopts a financial policy that pursues future
acquisitions without adding meaningful amounts of leverage, and if
Host limits the growth in its dividend near the growth rate of
profitability, this could potentially be consistent with a higher
rating."

The 'BB' rating reflects Host's aggressive financial profile and,
as a real estate investment trust, its reliance on external
sources of capital for growth.  These factors are tempered by the
company's high-quality and geographically diversified hotel
portfolio, high barriers to entry for new competitors because of
its hotels' locations (primarily in urban and resort markets or in
close proximity to airports), its strong brand relationships,
and its experienced management team.

Pro forma for acquisitions, divestitures, and debt refinancing
activity up to March 19, 2007, total lease-adjusted debt to EBITDA
was 4.5x, EBITDA interest coverage was 3.3x, funds from operations
to total lease adjusted debt was 15%, and debt to total capital
was in the mid-50% area.  While these measures are better that
those described as appropriate for the current rating, Host's
credit measures can move within a wide range over time given
the cyclical nature of lodging.  A higher rating would also
incorporate S&P's expectation that future joint venture
transactions would not meaningfully raise the company's risk
profile.


INSIGHT HEALTH: Defers $194.5MM Exchange Offer Deadline to May 16
-----------------------------------------------------------------
InSight Health Services Holdings Corp. disclosed that the offer to
exchange shares of InSight's common stock for up to $194.5 million
aggregate principal amount of 9-7/8% Senior Subordinated Notes due
2011 of InSight's wholly owned subsidiary, InSight Health Services
Corp., has been extended and will now expire at 11:59 p.m., New
York City time, on May 16, 2007, unless further extended.

As reported in the Troubled Company Reporter on May 1, 2007,
Insight extended the offer to exchange shares of common stock for
the Notes of InSight Health Services Corp., to 5:00 p.m., New York
City time, on May 3, 2007, unless further extended.

A full-text copy of the modified terms of the exchange offer is
available for free at http://ResearchArchives.com/t/s?1e85

InSight commenced the exchange offer on March 21, 2007.  As of
May 1, 2007, approximately $109.1 million of Notes had been
tendered to the exchange agent.

Based in Lake Forest, California, InSight Health Services Holdings
Corp. -- http://www.insighthealth.com/-- is a nationwide provider
of diagnostic imaging services.  It serves managed care entities,
hospitals and other contractual customers in over 30 states,
including the following targeted regional markets: California,
Arizona, New England, the Carolinas, Florida and the Mid-Atlantic
states.  InSight's network consisted of 109 fixed-site centers and
108 mobile facilities as of Dec. 31, 2006.

InSight Health's balance sheet at Dec. 31, 2006, showed total
assets of $354,548,000 and total debts of $503,827,000, resulting
in a $198,038,000 stockholders' deficit.


INSIGHT HEALTH: Failure to Pay Interest Cues S&P to Cut Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on InSight Health Services Corp. to 'SD' from 'CCC'.  At
the same time, Standard & Poor's lowered its rating on InSight's
subordinated debt to 'D' from 'CC' and its rating on InSight's
senior secured debt to 'CC' from 'CCC'.  The senior secured debt
rating remains on CreditWatch with developing implications, where
it was placed on Feb. 20, 2007.

"These actions reflect InSight's failure to make the semi-annual
interest payment (of about $9.6 million) on its outstanding
$195.4 million of 9.875% senior subordinated notes due 2011, which
was due May 1, 2007," explained credit analyst Cheryl Richer.

InSight announced that it is again extending its offer to exchange
shares of its common stock for $194.5 million of 9.875% senior
subordinated notes due 2011; the offer now expires at 11:59 p.m.
May 16, 2007.

The company indicated in its Dec. 31, 2006 form 10Q filing that it
may pursue a prepackaged plan of reorganization under Chapter 11
of the U.S. Bankruptcy Code for all or a portion of its
indebtedness if negotiated settlements with lenders are
unsuccessful.  The company has a 30-day grace period during which
payment can be made before (1) an event of default under the
indenture governing the notes and (2) a cross-default and
acceleration of debt provision under the terms of its senior
secured debt facilities are triggered.  All ratings will be
lowered to 'D' if a cross default to the senior secured debt
occurs or the company files for Chapter 11 protection.
Alternatively, if the notes are exchanged for common stock the
corporate credit rating and senior secured debt rating could be
raised as a result of improved prospects of repayment given the
lower overall debt burden.


INTERTAPE POLYMER: Inks Agreement Selling Stake to Littlejohn Fund
------------------------------------------------------------------
Intertape Polymer Group Inc. disclosed that Littlejohn & Co. LLC's
indirect wholly owned subsidiary, Littlejohn Fund III L.P., will
acquire all of the company's outstanding common shares at a price
of $4.76 per share in cash pursuant to a definitive agreement
entered into by Intertape and the subsidiary.  Including net debt
outstanding, the total transaction value is approximately
$500 million.

The non-management members of the board of directors of the
company, after considering a number of factors, have unanimously
approved the Arrangement and agreed to recommend that the
company's shareholders approve the proposed Arrangement.

TD Securities Inc., as financial advisor to the company's board,
has concluded that as at May 1, 2007, the consideration to be
received under the Arrangement is fair, from a financial point of
view, to the holders of the company's common shares.

"The signing of the Arrangement Agreement is the result of the
review of strategic alternatives that was initiated by the Board
in October 2006 with the objective of enhancing value for all of
the company's shareholders," Michael L. Richards, chairman of the
board of directors of the company, said.  "During the course of
this review, the board, with the assistance of TD Securities,
evaluated a comprehensive range of value maximization alternatives
for the company in the context of its existing capital structure
and current operating environment.  These alternatives included
the sale of the company, raising additional equity, and the sale
of one or more of the company's businesses to provide greater
financial flexibility.  This value maximization process included
numerous strategic and financial parties."

"Intertape represents an opportunity for Littlejohn to invest in a
market leader and work closely with their management team to
generate operating performance improvements and drive growth."
Edmund J. Feeley, Partner of Littlejohn, said.  "Based on
Littlejohn's successful track record of investing in companies
like Intertape, Littlejohn is confident that it can add value."

Pursuant to the Arrangement, holders of the outstanding common
shares of the company would receive $4.76 cash per share, which
represents a 5.5% premium over the volume weighted average trading
price on the NYSE over the 30 trading days prior to today's
disclosure.

"The board has carefully weighed the Arrangement against
alternatives available to the company, and has determined that the
Arrangement provides the best value available to the company's
shareholders," Michael L. Richards further stated.  "Each member
of the board intends to vote his shares in favor of the
Arrangement," he added.

"This transaction is also positive for the company's employees,
customers and suppliers as Littlejohn is dedicated to continue to
build on the strong market position of Intertape going forward, H.
Dale McSween, interim chief executive officer of the company,"
said.

The transaction will be implemented by way of a court-approved
plan of arrangement under Canadian law and accordingly, subject to
the approval of two-thirds of the votes cast by the company's
shareholders at a special meeting of shareholders anticipated to
take place in late June 2007.  In addition, the Arrangement will
require approval by the Superior Court of Quebec in the District
of Montreal.  The transaction will be subject to certain other
customary conditions described in the Arrangement Agreement,
including receipt of a limited number of regulatory approvals and
no material adverse change in the company's business.  The
transaction is not subject to any financing condition.  Littlejohn
has received a commitment for the required debt financing and
Littlejohn Fund III L.P. intends to fund the equity required to
complete the transaction.  It is anticipated that the Arrangement,
if approved by the company's shareholders, will be completed early
in the third quarter of 2007.

The Arrangement Agreement also provides a non-solicitation
covenant on the part of the company, a right in favor of
Littlejohn to match any superior proposal and the payment of a
termination fee to Littlejohn in the amount of $5.9 million under
certain circumstances.

                     About Littlejohn & Co. LLC

Based in Greenwich, Connecticut, Littlejohn & Co. LLC --
http://www.littlejohnllc.com/-- is a private equity firm that
makes control equity investments in mid-sized companies that are
underperforming their potential and can benefit from its
operational and strategic approach.  The company acts as a change
agent and works closely with management to establish viable
operating strategies, reinvigorate marketing and product
initiatives, maximize the utilization of operating assets and
establish a framework in which all corporate constituents-
customers, employees, suppliers, management and equity interests-
are aligned towards a common goal of success.  The firm manages
three investment funds with committed capital of $200 million
(Fund I), $530 million (Fund II), and $650 million (Fund III).

                      About Intertape Polymer

Headquartered in Quebec, Canada, Intertape Polymer Group (TSX:
ITP) (NYSE: ITP) -- http://www.intertapepolymer.com/-- develops
and manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the company employs about 2450
employees with operations in 18 locations, including 13
manufacturing facilities in North America, one in Europe and in
Mexico.

                          *     *     *

Intertape Polymer Group, Inc. carries Standard & Poor's Ratings'
'B-' corporate credit and senior secured ratings.  In addition,
the company also carries Standard & Poor's 'CCC' senior
subordinated rating.


ION MEDIA: Board Gets Restructuring Proposal from Stockholders
--------------------------------------------------------------
ION Media Networks Inc. disclosed that a group of holders of its
9-3/4% Series A Convertible Preferred Stock has delivered to the
company's board of directors a restructuring proposal that
includes a take-out offer for the company's class A common stock,
at the currently proposed price; infusion of liquidity; and a non-
coercive exchange offer for the two senior series of preferred
stock.

Unlike the proposal disclosed by Citadel Limited Partnership and
NBC Universal, the holders believe that this proposal does not
pose regulatory risk, can be implemented more quickly and is fair
to all constituencies.

The holders noted that, the company has received an offer from a
large media company to purchase the company for cash.  The holders
believe it is important for the board of directors to carefully
consider all alternatives and not to make a rush judgment that
would be disadvantageous to the company and all of its
shareholders.

The holders urge the company promptly and fairly to disclose all
proposals that it receives.

In the holders' proposal letter, the Committee is proposing a
capital restructuring for Ion Media with these principal
objectives:

   * A near term opportunity for existing common equity holders to
     cash out at a premium to current market, on the same terms as
     the Citadel/NBCU proposal.

   * A near term injection of new liquidity into the company by a
     well capitalized and committed investment group, with
     flexibility for additional but prudent leverage as needed to
     accommodate the company's operating goals.

   * Modification to the existing capital structure that --

     a) upon expiration of the NBCU call option, will not require
        the consent of NBCU; and

     b) respects the respective rankings of the various series of
        referred stock.

   * A balance sheet without financial stress that will allow
     the company to pursue, over the course of the next several
     years, an operating plan that will bring value to all
     constituencies.

   * Preservation of the existing rights of the various series
     of preferred stock, but with meaningful remedies,
     commensurate with ranking, where they are lacking.

   * Allotment of voting rights in accordance with the financial
     stake and expectancy of the various classes and series of
     equity, consistent with applicable law.

   * A fair and proportionate opportunity for existing
     stockholders to participate in a rights offering to raise
     capital necessary for the repurchase of the class A common
     stock and the infusion of additional liquidity for general
     corporate purposes.

   * Absence of coercion.

The holders added that the proposal does not constitute a binding
offer, is presented with the expectation of an opportunity for
diligence and good faith discussions with the company and
representatives of other affected constituencies, will require the
negotiation and execution of definitive documentation to embody
enforceable agreements among the parties and is subject to
compliance with applicable law, including in particular the rules
and regulations of the FCC.

The Recapitalization Term Sheet submitted by the Holders include:

   a) Structure - the recapitalization will be accomplished
      through non-coercive offers of tender or exchange, to the
      extent that securities are proposed to be substituted or
      replaced.

   b) Treatment of Securities Generally

      b.1 Term Loans and Senior Secured Floating Rate Notes - To
          remain outstanding with no change, with change-of-
          control provisions to be addressed either consensually
          or through refinancing.

      b.2 14 1/4% Preferred Stock - An offer to exchange for each
          $10,000 in accreted value of the 14 1/4% Preferred Stock
          one share of 12 1/4% Senior Preferred Stock.

                                  - If all holders of 14 1/4%
          Preferred Stockparticipate in the exchange, the holders
          will receive an estimated total of $664 million in value
          of 12 1/4% Senior Preferred Stock, assuming a closing at
          June 30, 2007.

      b.3 9-3/4% Preferred Stock - An offer to exchange for each
          $10,000 in accreted value of 9 3/4% Preferred Stock:

          * 0.78 of a share of 12 1/4% Senior Preferred Stock, and
          * 0.22 of a share of12 1/4% Junior Preferred Stock.

                                 - If all holders of 9 3/4%
          Preferred Stock participate in the exchange, the holders
          will receive an estimated total of $140 million in value
          of 12 1/4% Senior Preferred Stock, and $39 million in
          value of 12 1/4% Junior Preferred Stock, assuming a
          closing at June 30, 2007.

      b.4 11% Preferred Stock - To remain outstanding with no
          change.

      b.5 Class A Common Stock - An offer to purchase for cash
          Class A common stock, at an offer price equal to higher
          of (i) $1.45 and (ii) the price provided under the
          Amended and Restated stockholder Agreement among the
          company, the Paxson interests and NBCU.

   c) Rights Offering - Holders of the 14 1/4% Preferred Stock and
      the 9 3/4% Preferred Stock will have the pro rata right to
      subscribe for an aggregate of an additional (i) $100 million
      in value of 12 1/4% Senior Preferred Stock, and (ii)
      $75 million principal amount of 12-1/4% Senior Subordinated
      Notes.  The rights offering will be back-stopped by certain
      holders of the 14 1/4% Preferred Stock and 9 3/4% Preferred
      Stock.

   d) Conditions - The recapitalization will be conditioned
      upon:

      d.1 receipt of all necessary regulatory approvals;

      d.2 satisfactory arrangements with respect to the change-of-
          control provisions of the term loans and senior secured
          floating rate notes.

      d.3 requisite waivers under the term loans and senior
          secured floating rate notes for issuance of the 12 1/4%
          Senior Subordinated Notes.

      d.4 expiration without exercise of the option under the Call
          Agreement between the Paxson interests and NBCU.

      d.5 the retirement of all Class B common stock;

      d.6 exit consents from a majority of the holders of each of
          the 9 3/4% Preferred Stock and the 14 1/4% Preferred
          Stock approving the issuance of the 12 1/4% Senior
          Preferred Stock;

      d.7 if desired, exit consents from a majority of the holders
          of each of the 14 1/4% Preferred Stock, the 9 3/4%
          Preferred Stock and the Class A Common Stock approving
          the necessary amendments to the 14 1/4% Preferred Stock
          and 9 3/4% Preferred Stock, limiting each such series to
          two directors for all defaults in existence immediately
          following the recapitalization.

   e) Management Participation - To be discussed.

   f) Public Company Registration - To be discussed, depending on
      the response to the Class A common stock tender offer.

   g) Board of Directors - To be reconstituted upon closing of the
      offers, subject to the right of any series of preferred
      stock to class representation on the board.

   h) Fees and Expenses - Customary reimbursement.

                         About ION Media

ION Media Networks Inc. (AMEX: ION) -- http://www.ionmedia.tv/--
owns and operates a broadcast television station group and ION
Television, reaching over 90 million U.S. television households
via its nationwide broadcast television, cable and satellite
distribution systems.  ION Television currently features popular
television series and movies from the award-winning libraries of
Warner Bros., Sony Pictures Television, CBS Television and NBC
Universal.  In addition, the network has partnered with RHI
Entertainment, which owns over 4,000 hours of acclaimed television
content, to provide high-quality primetime programming beginning
July 2007.  Utilizing its digital multicasting capability, ION
Media Networks has launched several new digital TV brands,
including qubo, a television and multimedia network for children
formed in partnership with Scholastic, Corus Entertainment,
Classic Media and NBC Universal, as well as ION Life, a television
and multimedia network dedicated to health and wellness for
consumers and families.

                          *     *     *

ION Media Network Inc.'s preferred stocks carry Moody's Investors
Service's 'Caa2' rating.

Standard and Poor's assigned a 'CCC+' rating on its long-term
foreign and local issuer credit.  The outlook is negative.


ION MEDIA: Inks Privatization Pact with Citadel & NBC's Affiliates
------------------------------------------------------------------
ION Media Networks Inc. entered into an agreement for a
comprehensive recapitalization with affiliates of Citadel
Investment Group LLC and NBC Universal Inc.  ION will become a
privately held entity after the transaction.

NBC Universal is transferring to Citadel the call right on Bud
Paxson's controlling shares it acquired in November 2005 when NBC
Universal restructured its investment in ION.  According to the
terms of the agreement, Citadel will exercise the call right,
commence a cash tender offer for ION's outstanding Class A common
stock at a price of $1.46 a share, and invest $100 million to fund
ION's future growth and digital investment plans.  In addition,
ION will launch an exchange offer and consent solicitation to
holders of its other preferred stock for newly issued subordinated
debt and preferred stock.

NBC Universal will continue to hold non-voting securities after
the restructuring is complete.  In its agreement with Citadel, NBC
Universal has acquired certain options with an initial term of
five years to acquire voting control of ION.  Currently, NBC
Universal is prohibited from exercising control over the company
because of federal regulations regarding TV station ownership.

ION's board of directors approved the transaction on the
recommendation of a special committee of independent directors.
The transaction is subject to various regulatory approvals.

                  About Citadel Investment Group

Headquartered in Chicago, Illinois, Citadel Investment Group --
http://www.citadelgroup.com/-- is an institution in the
alternative investment management, services and capital markets
arenas.  Since its founding in 1990, Citadel has expanded to
deploy investment capital across a highly diversified set of
proprietary investment strategies around the world and to deliver
a range of capital markets, alternative investment management and
alternative investment services.  The Citadel group of companies
employ over 1,000 professionals at and across offices around the
world, including New York, San Francisco, London, Hong Kong and
Tokyo.

                        About NBC Universal

Headquartered in Universal City, California, NBC Universal  --
http://www.nbcuni.com/-- is one of the global media and
entertainment companies in the development, production, and
marketing of entertainment, news, and information to a global
audience. Formed in May 2004 through the combining of NBC and
Vivendi Universal Entertainment, NBC Universal owns and operates a
valuable portfolio of news and entertainment networks, a premier
motion picture company, significant television production
operations, a leading television stations group, and world-
renowned theme parks.  NBC Universal is 80% owned by General
Electric and 20% owned by Vivendi.

                     About ION Media Networks

ION Media Networks Inc. (AMEX: ION) -- http://www.ionmedia.tv/--
owns and operates a broadcast television station group and ION
Television, reaching over 90 million U.S. television households
via its nationwide broadcast television, cable and satellite
distribution systems.  ION Television currently features popular
television series and movies from the award-winning libraries of
Warner Bros., Sony Pictures Television, CBS Television and NBC
Universal.  In addition, the network has partnered with RHI
Entertainment, which owns over 4,000 hours of acclaimed television
content, to provide high-quality primetime programming beginning
July 2007.  Utilizing its digital multicasting capability, ION
Media Networks has launched several new digital TV brands,
including qubo, a television and multimedia network for children
formed in partnership with Scholastic, Corus Entertainment,
Classic Media and NBC Universal, as well as ION Life, a television
and multimedia network dedicated to health and wellness for
consumers and families.

                          *     *     *

ION Media Network Inc.'s preferred stocks carry Moody's Investors
Service's 'Caa2' rating.

Standard and Poor's assigned a 'CCC+' rating on its long-term
foreign and local issuer credit.  The outlook is negative.


ISLE OF CAPRI: Financial Restatements Delay 10-Q Filing with SEC
----------------------------------------------------------------
Isle of Capri Casinos Inc. stated in the NASDAQ Listing
Qualifications Panel hearing held on April 26, 2007, that the
company's failure to file its Form 10-Q for the third fiscal
quarter ended Jan. 28, 2007, by the March 9 due date resulted from
the company's restatement of its financial statements for the
fiscal years ended April 25, 2004; April 24, 2005 and April 30,
2006, and the quarterly results for fiscal 2005 and 2006 included
therein, and for the first two quarters of fiscal 2007.

The company's failure to make a timely quarterly filing meant that
Isle of Capri Casinos is not in compliance with the filing
requirements for continued listing of its common stock on the
NASDAQ Global Select Market as set forth in Marketplace Rule
4310(c)(14).

On April 25, 2007, NASDAQ notified the company that the Quarterly
Report of Form 10-Q that the company filed on April 18, 2007 did
not cure the company's deficiency under Marketplace Rule
4310(c)(14) because the company's independent auditors had not
reviewed it.

The company expects to receive the decision of the NASDAQ Listing
Qualifications Panel within a few weeks, regarding its request for
an exception giving it time for its auditors to complete their
review and for the company to amend the Quarterly Report on Form
10-Q to meet the requirements of Marketplace Rule 4310(c)(14).  In
the meantime, the company's common stock will remain listed on the
NASDAQ Global Select
Market.
                       About Isle of Capri

Based in Biloxi, Missippi and founded in 1992, Isle of Capri
Casinos Inc. (Nasdaq: ISLE) -- http://www.islecorp.com/-- owns
and operates casinos in Biloxi, Lula and Natchez, Mississippi;
Lake Charles, Louisiana; Bettendorf, Davenport and Marquette,
Iowa; Kansas City and Boonville, Missouri and a casino and harness
track in Pompano Beach, Florida.  The company also operates and
has a 57 percent ownership interest in two casinos in Black Hawk,
Colorado.  Isle of Capri Casinos' international gaming interests
include a casino that it operates in Freeport, Grand Bahama and a
two-thirds ownership interest in casinos in Dudley and
Wolverhampton, England.

                          *     *     *

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

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

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


J. CREW: Board Names Heather Reisman as Director
------------------------------------------------
J. Crew Group Inc.'s Board of Directors has unanimously voted to
appoint Heather Reisman as a director, effective on May 15, 2007.
The company has not yet determined the committee or committees on
which Ms. Reisman will serve.

In exchange for her services as a Director in 2007, Ms. Reisman
will be entitled to receive these compensation pro-rated based
upon the effective date of her appointment:

   1) an annual cash retainer of $35,000;

   2) an additional cash payment of $2,000 for each Board meeting
      attended in person; and

   3) non-qualified stock options to purchase 5,500 shares of the
      company's common stock to be granted on June 12, 2007.

The stock options will have an exercise price equal to fair market
value on the grant date, will vest, subject to continued services
as a Director, in three equal annual installments beginning on the
first anniversary of the grant date and will have a seven year
term.

In addition, as a new Director, Ms. Reisman will also be entitled
to receive additional non-qualified stock options to purchase
5,000 shares of the company's common stock to be granted as soon
as reasonably practicable after joining the company's Board of
Directors.  She will also be required to purchase a minimum of
2,500 shares of the company's common stock in the open market
within a reasonable amount of time after joining the Board of
Directors.

Following the appointment of Ms. Reisman, Richard Boyce tendered
his resignation as a member of the Board of Directors, effective
May 15, 2007.

At the time of his resignation, Mr. Boyce did not serve on any
committee of the Board of Directors.  J. Crew Group states that
Mr. Boyce's departure was not caused by any disagreement with the
company on any matter related to the company's operations,
policies or practices.

                       About J. Crew Group

New York City-based J. Crew Group Inc. (NYSE: JCG) --
http://www.jcrew.com/-- is a nationally recognized multi-channel
retailer of women's and men's apparel, shoes and accessories.  As
of March 13, 2007, the company operates 178 retail stores, the J.
Crew catalog business, jcrew.com, and 51 factory outlet stores.

                          *     *     *

As reported in the Troubled Company Reporter on March 27, 2007,
Standard & Poor's Ratings Services revised its outlook on
specialty apparel retailer J. Crew Group Inc. to positive from
stable.  The 'B+' corporate credit rating was affirmed.


J. CREW: Unit Makes $25 Million Prepayment Under Credit Pact
------------------------------------------------------------
J. Crew Group Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that on April 30, 2007, its
affiliate, J. Crew Operating Corp., made a $25 million voluntary
prepayment under a credit and guaranty agreement.

The Credit Agreement has been entered into by and among J. Crew
Operating Corp., J. Crew Group Inc., and certain of J. Crew
Operating Corp.'s direct and indirect subsidiaries, together with
Goldman Sachs Credit Partners L.P. and Bear, Stearns & Co. Inc. as
joint lead arrangers and joint bookrunners, Goldman Sachs Credit
Partners L.P. as administrative agent and collateral agent, Bear
Stearns Corporate Lending Inc. as syndication agent and Wachovia
Bank, National Association as documentation agent.

New York City-based J. Crew Group Inc. (NYSE: JCG) --
http://www.jcrew.com/-- is a nationally recognized multi-channel
retailer of women's and men's apparel, shoes and accessories.  As
of March 13, 2007, the company operates 178 retail stores, the J.
Crew catalog business, jcrew.com, and 51 factory outlet stores.

                          *     *     *

As reported in the Troubled Company Reporter on March 27, 2007,
Standard & Poor's Ratings Services revised its outlook on
specialty apparel retailer J. Crew Group Inc. to positive from
stable.  The 'B+' corporate credit rating was affirmed.


JAMES RIVER: Posts $26.2 Million Net Loss in Year Ended Dec. 31
---------------------------------------------------------------
James River Coal Company reported a net loss of $26.2 million on
revenues of $564.8 million for the year ended Dec. 31, 2006,
compared with a net loss of $12.3 million on revenues of
$454 million for the year ended Dec. 31, 2005.

In 2006, James River Coal shipped 13.1 million tons of coal
compared to 11.1 million tons for the same period in 2005.  The
increase was primarily due to a full year of production at Triad
Mining, which added 1.3 million tons in 2006.  Coal sales revenue
increased from $445.7 million in 2005 to $560.2 million in 2006.

The increase was due to the increase in shipments and an increase
in the average sales price per ton for sales under long-term
contracts, offset by a decrease in the average Central Appalachian
spot sales price per ton.

The cost of coal sold, excluding depreciation, depletion and
amortization increased from $389.2 million in 2005 to
$496.8 million in 2006.

Depreciation, depletion and amortization, increased from
$51.8 million in 2005 to $74.6 million in 2006.

Selling, general and administrative expenses increased from
$25.5 million for 2005 to $30.9 million for 2006.  The increase
was primarily due to a $1.7 million expense for the resolution of
a contingent obligation dealing with the company's previous
bankruptcy, an increase in bank charges of $1 million, $900,000
increase in salary and benefits primarily attributed to an
increase in headcount and a $700,000 increase in stock
compensation.

Net cash provided by operating activities was $31.7 million for
the year ended Dec. 31, 2006, and net cash provided by operating
activities was $490 million for the year ended Dec. 31, 2005.

Net cash used by investing activities decreased $80.6 million to
$54.7 million for the year ended Dec. 31, 2006, as compared to the
year ended Dec. 31, 2005.

Net cash provided by financing activities was $15.9 million for
the year ended Dec. 31, 2006, and net cash provided by financing
activities was $91.4 million for the year ended Dec. 31, 2005.

Total long-term debt at Dec. 31, 2006, totaled $167.5 million,
compared to total long-term debt at Dec. 31, 2005, of
$150 million.

At Dec. 31, 2006, the company's balance sheet showed
$451.3 million in total assets, $364.9 million in total
liabilities, and $86.4 million in total shareholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $71.1 million in total current assets available to
pay $73.7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1e83

                        About James River

Headquartered in Richmond, Va., James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/--  
mines, processes and sells bituminous steam and industrial-grade
coal primarily to electric utility companies and industrial
customers.  The company's mining operations are managed
through six operating subsidiaries located throughout eastern
Kentucky and in southern Indiana.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Moody's Investors Service lowered James River Coal Company's
corporate family rating to Caa3 from Caa2 and its senior unsecured
rating to Ca from Caa3 (LGD5, 75%).  At the same time, Moody's
assigned a negative outlook and affirmed the SGL-4 speculative
grade liquidity rating, indicating weak liquidity.


JP MORGAN: S&P Cuts Ratings on Four Classes of 2001-CIBC1 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2001-
CIBC1.  Concurrently, ratings were raised on three classes and
affirmed on seven other classes from the same series.

The lowered ratings on classes L and M reflect principal losses
due to the liquidation of assets that were formerly with the
special servicer.  The downgrades of classes J and K reflect
anticipated credit support erosion upon the eventual resolution of
the assets currently with the special servicer, as well as
liquidity concerns stemming from two appraisal reduction amounts,
which are in effect on the assets with the special servicer.

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 $283.9 million (36%) in collateral since issuance.

As of the April 16, 2007, remittance report, the collateral pool
consisted of 142 loans with an aggregate trust balance of
$796.9 million, down from 165 loans totaling $1.015 billion at
issuance.  The master servicer, Capmark Finance Inc., reported
primarily full-year 2006 financial information for 98% of the
pool, excluding the loans secured by defeased collateral.  Based
on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.40x, up from 1.34x at issuance.
To date, the trust has experienced 13 losses totaling
$26.1 million.  The only delinquent loans in the pool are related
to two REO assets (cumulative exposure of $6.9 million), both of
which are with the special servicer, CW Capital Asset Management
LLC.  ARAs totaling $2.8 million are in effect against the REO
assets.

Details on the specially serviced assets are:

     -- The Ramada Inn - LaPorte is a 141-unit REO asset in
        LaPorte, Indiana, with a total exposure of $3.9 million.
        The loan was transferred to the special servicer in June
        2004.  An ARA of $1.9 million is outstanding based on a
        September 2006 appraisal. Standard & Poor's expects the
        liquidation of the asset to result in a substantial loss.

     -- Hunter's Ridge Apartments is a 141-unit REO multifamily
        asset in Memphis, Tennessee, with a total exposure of
        $3.0 million.  An ARA of $866,954 is outstanding based on
        a September 2006 appraisal, and the property is under
        contract to be sold.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $154.3 million (19%) and a weighted average
DSC of 1.41x, up from 1.34x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 exposures.  Two properties
were characterized as "fair," while the remaining collateral was
characterized as "good."

Capmark reported a watchlist of 33 loans ($149.2 million, 19%).
The second-largest exposure in the pool, the Dunning Farm Shopping
Center, has a trust balance of $22.2 million (3%).  The loan is
secured by a fee interest in a 359,131-sq.-ft. retail property in
Middleton, New York.  The loan appears on the watchlist because
the property reported a 2006 year-end DSC of 0.66x.  The third-
largest exposure in the pool, the Trace Fork Shopping Center, has
a trust balance of $21.4 million and is secured by a fee interest
in a 300,858-sq.-ft. retail property in South Charleston, West
Virginia Occupancy was 99% as of Feb. 15, 2007.  Capmark has
confirmed that the loan will be removed from the watchlist on the
May remittance report.  The remaining loans on the watchlist
appear there primarily because of DSC or occupancy issues.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the various rating actions.


                         Ratings Lowered

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
        Commercial mortgage pass-through certificates
                        series 2001-CIBC1

                    Rating
                    ------
         Class   To       From   Credit enhancement
         -----   --       ----   -----------------
           J     B+       BB-        2.18%
           K     CCC      B-         0.59%
           L     D        CCC+       0.00%
           M     D        CCC-       0.00%


                         Ratings Raised

      J.P. Morgan Chase Commercial Mortgage Securities Corp.
          Commercial mortgage pass-through certificates
                        series 2001-CIBC1

                       Rating
                       ------
            Class    To     From   Credit enhancement
            -----    --     ----    ---------------
              C      AAA    AA+         14.60%
              D      AA+    AA          13.01%
              E      A      A-           9.82%


                          Ratings Affirmed

        J.P. Morgan Chase Commercial Mortgage Securities Corp.
            Commercial mortgage pass-through certificates
                          series 2001-CIBC1

                 Class    Rating   Credit enhancement
                 -----    ------   ------------------
                 A-3      AAA          25.10%
                 B        AAA          19.69%
                 F        BBB+          8.07%
                 G        BB+           4.41%
                 H        BB            3.14%
                 X-1      AAA            N/A
                 X-2      AAA            N/A


                    * N/A- Not applicable.


L&M VIDEO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: L&M Video Productions, Inc.
        dba WNGT TV
        P.O. Box 151
        Maumee, OH 43537

Bankruptcy Case No.: 07-31798

Type of Business: The Debtor operates TV stations.

Chapter 11 Petition Date: May 3, 2007

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Grady L. Pettigrew, Jr.
                  115 West Main Suite 400
                  Columbus, OH 43215-5099
                  Tel: (614) 224-1113
                  Fax: (614) 228-0701

Total Assets: $1,917,850

Total Debts:  $1,185,975

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Alice V. Farley Trust            business loan         $140,000
c/o David Rohrbacker
405 Madison Avenue,
8th Floor
Toledo, OH 43604

American Tower                   trade debt             $12,600

B.&J. Video, Inc.                trade debt              $5,310

Eastman & Smith                  professional           $43,000
                                 services

Gary & Karen Stewart             commercial            $200,000
24 East Woodruff Avenue          lease
Toledo, OH 43604

James Winston                    professional            $3,000
                                 services

John Gray & Co.                  s/h tax consultant     $13,500

John Lepre                       business loan           $7,700

Keith Mitchell                   professional            $4,000
                                 services

Kevin Kenney & Associates        professional           $15,000
                                 services

Melvin E. Harbaugh               business loan          $41,365

Mildred Clark                    business loan         $113,000
11 South Centennial Road
Holland, OH 43528

Palace Sports &                  programming            $26,000
Entertainment, Inc.              rights

Poggermeyer Engineering          professional            $2,300
                                 services

Robert Culp                                              $3,500

Robert Webb                                              $2,500

Steve Coran                      professional            $2,500
                                 services

The Toledo Journal               business loan          $30,000

Warner Brothers Television       programming             $5,200
                                 rights

WNWO-TV24                        trade debt              $5,500


LONGVIEW FIBRE: Moody's Withdraws B1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service withdrew Longview Fibre's corporate
family rating of B1, following the acquisition of Longview by
Brookfield Asset Management (Baa2/Stable).  Moody's expects
Longview's operations to form part of Brookfield's platform;
however, Longview will no longer be a stand-alone public company.

The following rating was withdrawn:

    * Longview Fibre Company -- corporate family rating at B1.

Longview Fibre Company was an integrated timberlands, paper and
packaging company, headquartered in Longview, Washington, USA.  At
December 31, 2006, it had assets of $1.1 billion and equity of
$300 million.


LOUIS PEARLMAN: Case Summary & List of Creditors
------------------------------------------------
Debtor: Louis J. Pearlman Enterprises, Inc.
        c/o Gerard A. McHale, Jr. as Receiver
        1601 Jackson Street, Suite 200
        Fort Myers, FL 33901

Bankruptcy Case No.: 07-01505

Debtor-affiliate that filed a separate voluntary Chapter 11
petition on May 3, 2007:

      Entity                                   Case No.
      ------                                   --------
      Louis J. Pearlman Enterprises, LLC       07-01779

Debtor-affiliates that were filed involuntary Chapter 11 petitions
on March 1, 2007:

      Entity                                   Case No.
      ------                                   --------
      Trans Continental Airlines, Inc.         07-00762
      Louis J. Pearlman                        07-00761

Type of Business: The Debtors are owned by Louis J. Pearlman, an
                  alleged con man from Flushing, Queens, New York,
                  USA, last residing in Orlando, Florida.  His
                  current whereabouts are unknown.  Mr. Pearlman
                  is best known for managing boy bands the
                  Backstreet Boys and 'N Sync.

Chapter 11 Petition Date: April 18, 2007

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Counsel
for LJP Enterprises:  Michael C. Markham, Esq.
                      Johnson Pope Bokor Ruppel & Burns, LLP
                      P.O. Box 1368 Clearwater, FL 33757
                      Tel: (727) 461-1818
                      Fax: (727) 443-6548

Debtor-affiliates'
Petitioners' Counsel: Derek F. Meek, Esq.
                      Burr & Forman LLP
                      3100 SouthTrust Tower
                      420 North 20th Street
                      Birmingham, AL 35203
                      Tel: (205) 458-5471
                      Fax: (205) 244-5679

                            -- and --

                      Raymond V. Miller, Esq.
                      Gunster Yoakley & Stewart, P.A.
                      2 South Biscayne Boulevard, Suite 3400
                      Miami, FL 33131
                      Tel: (305) 376-6048
                      Fax: (305) 376-6010

                            -- and --

                      Lawrence E. Rifken, Esq.
                      McGuire Woods LLP
                      1750 Tysons Boulevard, Suite 1800
                      McLean, VA 22102
                      Tel: (703) 712-5337

                            -- and --

                      William P. Wassweiler, Esq.
                      Rider Bennett LLP
                      33 South Sixth Street, Suite 4900
                      Minneapolis, MN 55402
                      Tel: (612) 340-8900

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Trans Continental Airlines, Inc.'s petitioning creditors:

   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
American Bank of St. Paul        Multiple Advance    $27,137,550
1578 University Avenue West      Term Loan Agreement
Saint Paul, MN 55104-3908        and Promissory Note
                                 dated March 27, 2006

First National Bank and          June 29, 2005       $14,243,592
Trust Co. of Williston           Promissory Note
22 East 4th Street
Williston, ND 58802

Tatonka Capital Corporation      Judgment             $6,203,906
1441 18th Street, Suite 400
Denver, CO 80202

Integra Bank                     Aug. 23, 2006 &        $895,478
21 Southeast Third Street        Sept. 29, 2006
Evansville, IN 47708             Promissory Notes

B. Louis J. Pearlman's petitioning creditors:

   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
American Bank of St. Paul        Guaranty by         $27,137,550
1578 University Avenue West      corporation dated
Saint Paul, MN 55104-3908        March 27, 2006

Integra Bank                     Credit Agreement    $16,852,749
21 Southeast Third Street        & Promissory Notes
Evansville, IN 47708             dated Sept. 18, 2004

First National Bank and          June 29, 2005       $14,243,592
Trust Co. of Williston           Promissory Note
22 East 4th Street
Williston, ND 58802

Tatonka Capital Corporation      Judgment             $6,203,906
1441 18th Street, Suite 400
Denver, CO 80202


MEDIA GENERAL: Shelf De-Registration Cues S&P to Withdraw Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Media
General Inc., including the 'BBB-' corporate credit rating, at the
company's request.  The ratings withdrawal follows the de-
registration of Media General's shelf, which became effective
on May 2, 2007.


Ratings List

Media General Inc.

Ratings Withdrawn
                                To          From
                                --          ----
  Corporate Credit Rating       NR          BBB-/Watch Neg/-
  Shelf Debt (prelim)
    Senior Unsecured            NR          BBB-/Watch Neg
    Preferred Stock             NR          BB/Watch Neg


MICHAEL NELSON: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael B. Nelson
        aka Mike Nelson
        dba Nelson Contracting
        Angela Beth Nelson
        aka Beth Nelson
        dba Nelson Duncan Salon
        Nelson Contracting
        18741 U.S. Highway 31
        Cullman, Al 35058
        Tel: (256) 739-2171

Bankruptcy Case No.: 07-81090

Type of Business: The Debtor owns Mike Nelson and Associates, Inc.
                  and is engaged in the resident, commercial and
                  industrial building businesses.  See
                  http://mikenelsongc.com/

Chapter 11 Petition Date: April 30, 2007

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: S. Mitchell Howie, Esq.
                  107 North Side Square
                  Huntsville, AL 35801
                  Tel: (256) 533-2400

Total Assets:  $829,604

Total Debts: $1,762,008

Debtor's 18 Largest Unsecured Creditors:


   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
First American Bank              bank loan             $248,373
P.O. Box 37
Birmingham, AL 35201-0037

Merchants Bank                   bank loan             $203,015
900 2nd Avenue Southwest         value of
Cullman, AL 35055-4225           collateral:
                                 $50,900
                                 value of
                                 security:
                                 $253,915

                                                        $55,753

Jeanice Galin                                          $126,000
2530 County Road 1246
Vinemont, AL 35179-8362

Buettner Brothers Lumber                               $120,000
Company, Inc.
P.O. Box 1090
Cullman, AL 35056-1090

Gobble-Fite Lumber Co., Inc.                            $44,444

Chase Cardmember Service                                $25,500

Amsouth Bank                                            $22,437

Boral Bricks                                            $18,982

Cell Pak, Inc.                                          $13,243

Marvins Building Materials                              $12,849

Naylor Plumbing Co.                                      $9,078

Marvins, Inc.                                            $7,863

U.S.A. D.C.A. Ready Mix                                  $7,685

Kirkpatrick Concrete, Inc.                               $5,744

Bama Air Systems, Inc.                                   $5,288

Southern Linc                                            $4,133

A.K. Rentals                                             $3,221

D.&S. Hardware & Lumber, Inc.                            $3,051


NEFF CORP: S&P Rates Proposed $250 Million Senior Notes at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Miami-
based equipment rental company Neff Corp. and its operating
subsidiaries, including its 'B+' corporate credit rating.  At the
same time, the ratings were removed from CreditWatch where they
were placed with negative implications on April 3, 2007, following
news on the sale of the company.

"The affirmation reflects the company's continued solid operating
performance amid strong industry fundamentals despite the higher
debt load following the proposed transaction," said Standard &
Poor's credit analyst John R. Sico.  The CreditWatch listing had
reflected the concern regarding the possible negative impact that
an increase in debt may have had on credit quality.

At the same time, S&P assigned its loan and recovery ratings to
Neff's proposed $270 million second-lien term loan due 2014.  The
loan was rated 'B-' with a recovery rating of '5', indicating
S&P's expectation of negligible (0%-25%, albeit at the higher end
of the range) recovery of principal in the event of a payment
default after first-priority lenders recover up to $350 million in
unrated, first-lien senior secured credit facilities due 2013.

S&P also assigned 'B-' rating to the proposed $250 million senior
unsecured notes due 2015.  This rating reflects the preponderance
of secured debt in the proposed capital structure.  Ratings on the
existing secured notes, which were not placed on CreditWatch, will
be withdrawn when the transaction closes in May 2007.  The outlook
is stable.

Neff is currently demonstrating improved operating performance, as
should be expected during the current cyclical upswing in the
industry.  Upside to the ratings is limited, as the company is not
expected to generate enough free cash flow in the intermediate
term to materially reduce high debt levels as a consequence of the
transaction.  Additionally, if the company pursued a more
aggressive financial policy, specifically acquisitions or
dividends, it would risk a downgrade or outlook revision to
negative.


NEFF CORPORATION: Moody's Puts Corporate Family Rating at B3
------------------------------------------------------------
Moody's Investors Service assigned ratings to Neff Corp.:

    * corporate family rating - B3;
    * probability of default - B3;
    * second lien term loan -- B3 (LGD4, 56%);
    * senior unsecured notes -- Caa2 (LGD5, 87%); and
    * speculative grade liquidity rating -- SGL-3.

The outlook is stable.

The purpose of the term loan and unsecured notes is to fund the
acquisition of Neff Rental, LLC by a group led by Lightyear
Capital LLC.

In a related action, Moody's confirmed the ratings of Neff Rental,
LLC:

    * corporate family rating -- B3;
    * probability of default -- B3; and
    * second priority senior secured notes -- Caa1 (LGD4, 64%).

The speculative grade liquidity rating remains SGL-3.  The outlook
for Neff Rental, LLC is stable.

It is anticipated that upon closing of the acquisition, all
existing debt of Neff Rental, LLC will be repaid, and that all
ratings assigned to Neff Rental, LLC will be withdrawn.

Moody's has maintained a B3 corporate family rating for Neff
Rental LLC.  Over the past year the company's financial metrics
have improved to levels that could be supportive of a higher
corporate family rating.  The continued strength of the equipment
rental market has enabled the company to improve its cash flow.
Despite this favorable operating trend, the proposed acquisition
will increase overall debt by $234 million on a pro form basis and
offset the improvement that has occurred in the company's
financial metrics.  Moody's views the pro forma financial metrics
of Neff Corp. following the acquisition as being consistent with
the maintenance of a B3 corporate family rating.

Moody's said that Neff's B3 corporate family rating reflects the
reduction in credit metrics that will result from the leveraged
buyout of the company.  Adjusted debt will increase by about $234
million at closing.

In addition, Neff will continue to face important operational and
financial challenges.  These challenges include:

    1) the ongoing cyclicality of the equipment rental sector;
    2) the continued need to fund its rental fleet; and
    3) weakened credit metrics.

Key credit metrics on a pro forma basis for 2007 will likely erode
in the following manner when compared to the company's 2006
results: debt/EBITDA to 4.6x from 3.4x; EBITA/avg. assets to 13%
from 19%; and EBITDA/interest expense to 2.5x from 2.8x (as
adjusted per Moody's FM Methodology).  The company's higher
leverage makes it vulnerable to potential adverse financial risks
and could hinder Neff's financial flexibility in a downturn.
These credit metrics position Neff as one of the more leveraged
companies in the universe of rated equipment rental companies.
Borrowings under the revolving credit facility beyond the initial
draw down for the acquisition could further stress the company's
credit metrics.

Despite these operational and financial challenges, Moody's
believes that Neff has some significant strengths including:

    1) continued participation by the company in the strong non-
       residential construction market; and

    2) Neff's multi-regional branch network and broad customer
       base.

These strengths in addition to improved internal efficiencies, and
a commitment to maintain ample liquidity should enable the company
to strengthen debt protection measures through the intermediate
term.

The stable outlook reflects Moody's belief that Neff's debt
protection measures should improve over the intermediate term and
better position the company within the B rating category.  Neff
should be able to weather future cyclical downturns much better
than in the past due to its improved internal efficiencies, multi-
regional branch network, and a commitment to maintain ample
liquidity.

The B3 rating assigned to the $270 million second lien term loan
(rated the same as the corporate family rating) reflects an LGD 4
(56%) loss given default assessment.  The term loan is junior to
the obligations under the $350 million first lien asset based
revolving credit facility.  The term loan also benefits from the
issuance of the $270 million senior unsecured notes.

The Caa2 rating assigned to Neff's $250 million senior unsecured
notes (rated two notches below corporate family rating) reflects
an LGD 5 (87%) loss given default assessment.  These notes are the
most junior debt in Neff's capital structure and will be behind
the company's other obligations in a recovery scenario.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
belief that the company will maintain an adequate liquidity
profile over the next 12-month period. The rating anticipates that
availability under the company's revolving credit facility, which
will be approximately $140 million at closing in consideration of
the initial draw down and letter of credit commitments, should be
sufficient to fund the company's required operational needs over
the next 12 months.  The SGL rating is constrained, however, by
the level of negative free cash flow during the seasonal build of
the company's equipment purchases and by the fact that
substantially all of the company's assets are encumbered to secure
its bank borrowings.

Neff Corp. headquartered in Miami, Florida, is a regional
equipment rental company in the Mid-Atlantic, Southeast and gulf
coast regions of the Unites States.


NORTHWEST AIRLINES: Pilots Union Condemns CEO's $26.6 Mil. Bonus
----------------------------------------------------------------
Leaders of the Northwest Airlines Corp. unit of the Air Line
Pilots Association condemned NWA CEO Doug Steenland's decision to
reward himself with a $26.6 million bonus during a time when
employees have taken 40% pay cuts for the next five years in an
effort to help the company emerge from bankruptcy.

"Mr. Steenland grossly overreached and missed another opportunity
to share the gain with the employees whose excessive concessions
funded the airline's turn around," Capt. Dave Stevens, chairman of
the Northwest Airlines unit of the Air Line Pilots Association,
said.  "His compensation will be increased to $26.6 million while
pilot payroll was slashed by more than 50% in bankruptcy causing
morale to plummet.  Employees expect a fair return, not 20 cents
on the dollar while executives receive millions in pay and
equity."

Mr. Steenland's ability to profit from Northwest's bankruptcy
comes soon after Northwest pilots agreed to give $358 million
annually (included a 23.9% pay cut) during the next five years to
help the company avoid liquidation.  This sacrifice was in
addition to the $265 million (including a 15% pay cut) annual
concession Northwest pilots gave in December 2004.  Northwest
pilots' total concession of $623 million a year totals over
$4 billion through 2011.

"It is incredible that the CEO profits from Northwest's bankruptcy
at the expense of pilots, other employees and stakeholders," Bob
Elflein, secretary treasurer of the Northwest Airlines unit of the
Air Line Pilots Association, said.  "Northwest management's mantra
seems to be 'we will reap the gain while labor bears the pain.'"

In January 2006, Northwest management and its "experts" testified
in Bankruptcy Court that severe labor cost reductions were
necessary in order to save the company from liquidation.  ALPA
vehemently argued management's projections stating that management
was overreaching in its demands.  Today, Northwest Airlines is
profitable once again and is far exceeding the grim business plan
that management portrayed in Bankruptcy Court.

"Management must recognize and reward the employees with an
equitable share in the company's success.  To disregard our
legitimate concerns is a recipe for continued labor unrest," Capt.
Ray Miller, vice chairman of the Northwest Airlines unit of ALPA,
said.  "Pennies on the dollar from profit and success sharing
programs are grossly inadequate compensation for our draconian 40%
pay cuts and onerous work rules.  Continued pilot concessions
based on the Chapter 11 business plan that has already been far
exceeded is absolutely unacceptable."

Founded in 1931, the Air Line Pilots Association or ALPA --
http://www.alpa.org/and http://www.nwaalpa.org/-- is the world's
largest pilot union, representing 60,000 pilots at 40 airlines in
the United States and Canada.  ALPA represents approximately 5,300
active and furloughed NWA pilots.

                    About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.

                           Plan Update

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


NRG ENERGY: Fitch Says Common Dividend Plan Won't Affect Ratings
----------------------------------------------------------------
According to Fitch Ratings, NRG Energy Inc.'s (NRG; Issuer Default
Rating [IDR] 'B', with a Stable Rating Outlook) announcement
Wednesday that it plans to pay a common dividend beginning 2008
through the creation of a holding company structure does not
immediately affect the company's ratings or rating Outlook.

As proposed, NRG would create a parent holding company that would
issue up to $1 billion in debt, the proceeds from which would be
used to pay down the existing Term Loan B at the operating company
level.  On a consolidated basis, NRG's total debt outstanding is
expected to remain unchanged at approximately $8.8 billion.  The
new holding company debt would be structurally subordinated to the
existing operating company debt.  By reducing debt at the
operating company level, NRG believes it will have sufficient room
under the restricted payments basket to pay a common dividend of
approximately $150 million annually.

Fitch is in the process of reviewing NRG's ratings, including an
updated recovery analysis based on recent forward commodity
prices, which may result in more robust valuations for NRG's
merchant generation portfolio.  In Fitch's view, the reduction of
the Term Loan B could improve the ratings of the unsecured bonds.
The current ratings of NRG are supported by its hedged base-load
capacity and relatively diverse generation portfolio.  As
described in Fitch's 'U.S. Power and Gas 2007 Outlook', the
outlook for competitive generation has improved, and this should
benefit NRG.


NRG HOLDINGS: Moody's Holds Corporate Family Rating at Ba3
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of NRG Energy,
Inc., including its Corporate Family Rating at Ba3, the
Probability of Default Rating at Ba3, the senior unsecured debt at
B1, and its Speculative Grade Liquidity Rating of SGL-2, following
the company's announcement to return more capital to shareholders
in the form of existing and future share repurchases and to begin
paying a common dividend during the first quarter of 2008.

Moody's also affirmed NRG's Ba1 bank loan rating for the company's
secured revolving credit and term loan facility, which is being
amended and re-priced.  The rating outlook for NRG remains
negative.

Additionally, Moody's has assigned a (P)B2 rating to a planned
$1 billion delayed draw secured term loan at NRG Holdings, Inc., a
new holding company being formed, which will own the common stock
of NRG.

"While the rating affirmation incorporates our expectation that
the company will be able to generate meaningful free cash for the
next few years, the company's announcement concerning capital
allocation indicates a continuing shift towards shareholder
rewards, at a time when future capital requirements for the sector
and the company have increased and are expected to remain so for
the foreseeable future, " said A.J. Sabatelle, Vice President --
Senior Credit Officer of Moody's.

The rating affirmation reflects relatively stable cash flows
expected at NRG given the company's competitive position in
several key markets and the degree of forward hedges in place for
the next five years.  NRG's cash flow (CFO pre-W/C) to total
adjusted debt was 13.7% during 2006 which should improve further
during 2007 given a full year benefit of higher cash flows from
the hedge reset program executed by the company in November 2006.
NRG's expects to generate nearly $900 million of free cash flow
during 2007. Given the degree of forward hedges entered into by
the company and the prospects for continuing relatively high
natural gas prices, Moody's expects that under most reasonable
scenarios, the company's cash flow (CFO pre-W/C) to total adjusted
debt is expected to achieve at least a 13% level over the next
several years, which remains consistent with the existing Ba3
Corporate Family Rating.

The rating affirmation also considers several initiatives
announced by the company designed to return more capital to
shareholders.  These initiatives include the commencement of an
annual common dividend of $0.50 per share, paid quarterly
beginning in the first quarter 2008, and the continuation of share
repurchase programs after the current authorized share buyback
program is completed.  To help facilitate these shareholder
friendly objectives, NRG's intends to amend and restate its
existing revolving credit and term loan facility and to form NRG
Holdings, which together with a delayed draw $1 billion term loan
will substantially increase capacity under the restricted payments
basket in the company's existing indentures.

Under the planned refinancing, NRG will become a wholly-owned
operating subsidiary of NRG Holdings.  NRG Holdings will borrow up
to $1 billion under a term loan and will downstream the net
proceeds to NRG as an equity contribution.  NRG will use the net
proceeds for the prepayment of a portion of its existing Term B
loan.  Upon completion, the restricted payments capacity under
NRG's bond indentures will increase by an amount equal to the
equity contribution from NRG Holdings to NRG, thereby allowing NRG
to return more capital to shareholders in the future.  Upon the
formation of NRG Holdings, existing NRG common and preferred
shares will be exchanged for identical NRG Holdings level
securities.

The NRG Holdings term loan is being syndicating as a new
$1 billion delayed draw term loan to NRG's existing secured
revolver and term loan lenders as part of the amendment and re-
pricing request.  Current NRG lenders will be asked to
simultaneously commit to a strip of new NRG Holdings term loans,
which will be funded once the holding company is formed.  Since
certain regulatory approvals are required in order for NRG
Holdings to be formed, NRG does not expect the formation to occur
until the fourth quarter 2007.  The (P) B2 rating assigned to NRG
Holdings' secured term loan incorporates Moody's current
understanding of the proposed refinancing, and reflects the
structural subordination of this creditor class to senior
unsecured and senior secured creditors at NRG.

NRG's negative rating outlook reflects, in Moody's opinion, a
trend by management to steadily implement shareholder friendly
initiatives within the past year.  Since August 2006, NRG has
amended financing documents and has executed financings to return
more capital to the shareholders either by increasing the
restricted payments basket or by structuring financings that allow
capital to flow to shareholders outside of the restricted payments
basket.  Additionally, the negative outlook incorporates the
higher permanent debt levels at NRG incurred in November 2006 as
part of the hedge reset. While cash margins, generation values,
and hedging opportunities for independent power companies have all
increased within the recent past, the capital needs of companies
in the sector, including NRG, have also continued to move in an
upward direction, particularly for future environmental related
capital expenditures.  With a higher permanent level of debt
embedded in the capital structure, an increasing shareholder focus
by management, and the cost of future capital investment programs
increasing, NRG's credit quality could weaken, particularly if the
company's future margins compress due to lower natural gas prices,
lower market heat rates, or successful efforts key stakeholders to
re-regulate segments of the sector.

In light of the negative rating outlook as well as the company's
capital investment program, share repurchase plan and other
related initiatives, limited near-term prospects exist for the
rating to be upgraded; however, the rating outlook could stabilize
if the company makes meaningful progress towards using free cash
flow to permanently reduce debt over the next several years,
and/or if the company finances its anticipated large capital
investment program in a relatively conservative manner resulting
in a adjusted cash flow (CFO pre-W/C) to total adjusted debt
rising to the mid-teens level on a sustainable basis.  Moody's
understands that the company's secured credit facilities will
continue to require lenders to accept for prepayment 50% of any
excess cash flow offered by NRG, which should help to facilitate
debt repayment.

The rating could be downgraded if the degree of shareholder
initiatives further accelerates over the next twelve to eighteen
months without meaningful progress towards reducing consolidated
debt or if the company chooses to finance its capital investment
program with higher than anticipated levels of debt.
Additionally, should margins compress across NRG's existing
generation fleet or should additional leverage be incurred to
finance shareholder rewards causing adjusted cash flow (CFO pre-
W/C) to total adjusted debt to fall below 10% for an extended
period, the rating could be downgraded.

Ratings affirmed:

NRG Energy, Inc.

    * Corporate family rating at Ba3;
    * Probability of default rating at Ba3;
    * Speculative Grade Liquidity Rating of SGL-2;

Ratings affirmed/LGD assessments revised;

NRG Energy, Inc.

    * Senior unsecured notes at B1 (LGD 5, 78% from LGD5, 77%);

    * Shelf registration for senior unsecured debt at
      (P) B1 (LGD 5, 78% from LGD5, 77%);

Ratings and assessments affirmed:

NRG Energy, Inc.

    * Senior secured revolving credit and term loan facility at
      Ba1 (LGD2, 22%)

    * Preferred stock at B2, LGD 6, 98%;

    * Shelf registration for senior secured debt at
      (P) Ba1 (LGD 2, 22%)

    * Shelf registration for subordinated debt at
      (P)B2, LGD 6, 97%;

    * Shelf registration for preferred stock at (P)B2, LGD 6, 98%;

Rating assignment:

NRG Holdings, Inc.

    * Senior secured term loan at (P)B2

Headquartered in Princeton, New Jersey, NRG Energy, Inc. owns and
operates power generating facilities, primarily in Texas and the
northeast, south central and western regions of the United States.
NRG also owns generating facilities in Australia, Brazil, and
Germany.


NRG ENERGY: S&P Lifts Rating on $4.7 Billion Unsecured Bonds to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on NRG Energy
Inc.'s $4.7 billion unsecured bonds to 'B' from 'B-' and assigned
its 'B-' rating to the proposed $1 billion delayed-draw term loan
B at NRG Holdings Inc., a newly created holding company that would
own 100% of NRG's equity.  In addition, Standard & Poor's affirmed
the 'B+' corporate credit rating on NRG and affirmed the 'BB-'
rating on NRG's $3.148 billion term loan B; the 'CCC+' rating on
the company's preferred stock, and the 'B-2' short-term rating.
The outlook on all ratings is stable.  The proceeds of the term
loan B can only be used to pay down the
existing term loan B debt at NRG, creating room for the planned
dividends under the restricted payments basket of the unsecured
bond indenture.

"The raised rating on NRG's senior unsecured bonds is a result of
our asset coverage test," said Standard & Poor's credit analyst
Swami Venkataraman.  "The term loan B at NHI is rated 'B-',
reflecting its subordination to more than $8.6 billion of debt at
NRG."

These rating actions follow NRG's announcement that it will create
a new holding company to facilitate the payment of a common
dividend of $100 million-$150 million per year starting in the
first quarter of 2008.  NHI will borrow up to $1 billion from the
term B market and pay the net proceeds to NRG as an equity
contribution.  NRG will use the net proceeds to prepay portion of
its existing term B loan, resulting in no change to the company's
consolidated debt levels.

On completion, the restricted payments capacity under NRG's
unsecured bond indentures will increase by an amount equal to the
equity contribution from the holding company to NRG.  The recovery
rating of '5' on NHI's debt reflects its negligible recovery
prospects since lenders are secured only by the equity interest in
NRG and are effectively subordinated to all debt at NRG, including
the $4.7 billion unsecured bonds.  If the funding occurs, Standard
& Poor's expect to raise the rating on the remaining
$2.148 billion NRG term loan B to 'BB' from 'BB-', reflecting the
greater overcollateralization of the term loan by NRG's assets and
related stronger recovery in the event of a default.

NRG is primarily engaged in the ownership, development,
construction and operation of power generation facilities, the
trading of energy, fuel, capacity and related products in the
United States and internationally.  As of Dec. 31, 2006, NRG owned
24,175 MW of generating capacity and had about $8.7 billion in
debt.


NUTRO PRODUCTS: Moody's May Upgrade Ratings on Mars Deal
--------------------------------------------------------
Moody's Investors Service changed its review for possible
downgrade of the ratings of Nutro Products, Inc., including the
corporate family rating of B2, to a review for possible upgrade.

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

Terms of the acquisition by Mars have not been disclosed.  LGD
assessments are also subject to change.

Ratings under review for possible upgrade:

    * Corporate family rating at B2
    * Probability of default rating at B2
    * Senior secured bank term loan at Ba3
    * Senior secured bank revolving credit agreement at Ba3
    * Senior unsecured notes at B3
    * Senior subordinated notes at Caa1

The prior review for possible downgrade, begun on April 11, 2007,
was based on Moody's concern that the widening recall of wet pet
foods produced by Nutro's third party manufacturer Menu Foods and
Nutro's concurrent recall of all Nutro wet pet foods made with
wheat gluten.  Moody's was concerned that this recall would
negatively impact sales and profitability of highly leveraged
Nutro, delaying Moody's previously anticipated reduction in
leverage beyond the end of fiscal 2007.

Moody's review will focus on both the successful execution of the
acquisition, the post transaction credit profile of the company
and the ultimate disposition of the company's debt. Should most of
Nutro's debt be repaid, its ratings will be withdrawn.

Nutro Products, Inc., headquartered in City of Industry
California, is a manufacturer of premium pet food.


OAKWOOD HOMES: S&P Downgrades Ratings on Nine Classes
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of Oakwood Homes Corp.-related manufactured housing
transactions.

The lowered ratings reflect the continued adverse performance
trends exhibited by the underlying pools of manufactured housing
installment sales contracts and mortgage loans and the resulting
deterioration of credit enhancement.

The projected lifetime cumulative net losses for the transactions
have significantly exceeded original expectations, and the current
rating actions reflect the declining levels of credit enhancement
available to cover future expected losses.  The higher losses
exhibited by these transactions continue to be driven by higher-
than-expected defaults and loss severities, as most of the
underlying collateral pools have deteriorated over the past few
years.

In April 2004, Clayton Homes Inc., a subsidiary of Berkshire
Hathaway Inc., completed its acquisition of Oakwood Mortgage Corp.
While collateral performance has stabilized since Vanderbilt
Mortgage and Finance Inc. assumed the servicing responsibilities
for the Oakwood portfolio, the performance has not improved enough
to offset the rapid decline in credit support.  Most of the
transactions have experienced principal write-downs on their
subordinate classes and, in many cases, on the mezzanine classes
as well.


                       Ratings Lowered

         Oakwood Mortgage Investors Inc. Series 1995-A

                               Rating
                               ------
                   Class   To          From
                   -----   --          ----
                    B-1    BB-         BBB+


         Oakwood Mortgage Investors Inc. Series 1995-B

                               Rating
                               ------
                   Class   To          From
                   -----   --          ----
                   B-1     B-          BB


        Oakwood Mortgage Investors Inc. Series 1998-A

                               Rating
                               ------
                   Class   To          From
                   -----   --          ----
                    M-1    B-          B+


        Oakwood Mortgage Investors Inc. Series 1998-B

                               Rating
                               ------
                   Class   To          From
                   -----   --          ----
                    M-1    CCC         B


                         OMI Trust 2000-A

                               Rating
                               ------
                     Class   To          From
                     -----   --          ----
                      A-2    CCC-        CCC
                      A-3    CCC-        CCC
                      A-4    CCC-        CCC
                      A-5    CCC-        CCC


                        OMI Trust 2002-C

                               Rating
                               ------
                     Class   To          From
                     -----   --          ----
                      M-1    CCC-        CCC


PEMBROKE PINES: S&P Rates Proposed $1.65 Billion Facilities at B
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Pembroke Pines, Florida-based Claire's Stores
Inc., a specialty retailer of value-priced jewelry and fashion
accessories for pre-teens, teenagers, and young adults.  The
outlook is negative.

At the same time, S&P assigned its bank loan and recovery rating
to the company's proposed $1.65 billion senior secured credit
facilities, consisting of a $200 million revolving credit facility
maturing 2013 and a $1.45 billion term loan maturing 2014.  The
facilities are rated 'B', the same as the corporate credit ratings
on Claire's and have been assigned a recovery rating of '3',
reflecting the expectation for meaningful (50%-80%) recovery of
principal in the event of payment default.

The negative outlook reflects the current softness in the
international division and potential difficulties involved in
implementing operational improvements identified by the company.
"We expect sales growth to be below historical rates and some
continued decline in operating margins over the next 12 months,"
said Standard & Poor's credit analyst David Kuntz.


PERKINS & MARIE: Default Prompts S&P to Junk Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on Memphis, Tennesse-based Perkins &
Marie Callender's Inc. to 'CCC+' from 'B-'.  At the same time, S&P
revised the CreditWatch implications to developing from negative,
where they were placed on March 30, 2007.

The downgrade follows Perkins failure to both file its 10-K in
time to meet its bank facility reporting covenants and then
rectify the situation within the 30 days allowed, constituting an
event of default.  While Perkins received a waiver for its bank
loan facility, the company's $190 million outstanding notes due
2013 can be accelerated if noteholders do not waive compliance
with the filing requirement.

"If noteholders accelerate," said Standard & Poor's credit analyst
Jackie E. Oberoi, "we could lower ratings further, but if nothing
more develops in this direction and Perkins files its 10-K,
Standard & Poor's could raise the rating once the risks
dissipate."


PLAUDO LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Plaudo, L.L.C.
        600 Worcester Road
        Framingham, MA 01702

Bankruptcy Case No.: 07-12758

Chapter 11 Petition Date: May 3, 2007

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Daniel I. Cotton, Esq.
                  Wolfson, Keenan, Cotton & Meagher
                  390 Main Street Suite 1000
                  Worcester, MA 01608
                  Tel: (508) 791-8181
                  Fax: (508)792-0832

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


PRIMUS TELECOMMS: March 31 Balance Sheet Upside-Down by $472.3MM
----------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated reported total
assets of $432.6 million and total liabilities of $904.8 million,
resulting in a total stockholders' deficit of $472.3 million as of
March 31, 2007.

The principal amount of PRIMUS's long-term debt obligations as of
March 31, 2007 was $688 million, up from $640 million at Dec. 31,
2006.

For the first quarter ended March 31, 2007, its net revenue was
$228 million, down from $241 million in the prior quarter and
$269 million in the first quarter 2006.  The company reported a
net loss for the quarter of $3 million, as compared with a net
loss of $2 million in the prior quarter and a net loss of
$16 million in the first quarter 2006.

"We are pleased to have met our expectations for Adjusted EBITDA
in the first quarter, despite expected revenue declines driven
largely by seasonality and the loss of low-margin/low-growth
businesses," stated K. Paul Singh, chairman and chief executive
Officer.

"Significantly, our improving financial performance over the past
year positioned us to execute successfully a number of important
liquidity-enhancing initiatives during the quarter.  Collectively,
these initiatives have enabled PRIMUS to: (1) raise over $75
million in cash to fund fully our business plan for 2007 and
beyond; and (2) refinance obligations that extend the nearest
material debt maturity to mid-year 2009.  As a result of these
accomplishments, PRIMUS now has the financial flexibility to make
additional investments in our higher margin and most successful
growth businesses as well as to consider potentially attractive
acquisitions.  Any combination of these actions would be
undertaken with an initial goal of increasing the rate of revenue
growth and contribution from broadband, VOIP, local, data and
hosting services."

"Our focus will continue to be on growing the high-margin
broadband, VOIP, local, data and hosting service initiatives that
are performing well with an annualized revenue run-rate of
approximately $200 million.  That growth has been accomplished
with sales and marketing investment levels constrained by
available cash.  With our newly expanded resources, we now have
the opportunity to consider accelerated growth strategies in these
high-margin products.

"As previously stated, we expect overall revenue to decline in
2007 as compared to 2006, particularly as we continue to prune or
to divest low-margin, or non-core revenue streams.  Our objective,
however, is to generate contribution from growth products such as
broadband, VOIP, local, data and hosting in excess of the
contribution loss from the decline in legacy voice and dial-up ISP
products."

                     Sale of Australian Domain

The company sold its Australian domain name business in the first
quarter 2007.  From an accounting perspective, the sale has been
treated as a "discontinued operation."  In 2006, the revenue and
net income from these operations was $4 million and $1 million,
respectively.

                  Liquidity and Capital Resources

PRIMUS ended the first quarter 2007 with a cash balance of
$111 million, including $9 million of restricted funds, as
compared to $73 million, including $8 million of restricted funds,
as of Dec. 31, 2006.  During the first quarter, a net $7 million
in cash was used by operating activities.

Free Cash Flow for the first quarter 2007 was negative
$14 million, as compared with negative $5 million in the prior
quarter and Free Cash Flow neutral in the first quarter 2006.

To improve liquidity, the company had a private sale in February
2007 of $24 million principal amount of new 14.25% Second Lien
Notes for cash, the accompanying private exchange of an additional
$33 million principal amount of 14.25% Second Lien Notes for $41
million principal amount of existing 12.75% Senior Notes; the
private sale of $51 million principal amount of 14.25% Second Lien
Notes for cash in March 2007; the refinancing of a US$28 million
Canadian credit facility scheduled to mature in April 2008 with a
new $35 million facility with a March 2012 maturity; the
refinancing of an $8 million Australian fiber purchase agreement
with an original maturity of March 2007 to amortize over a two-
year period; and the sale of a domain registration business unit
in Australia for about $6 million in net cash proceeds.

                  About PRIMUS Telecommunications

Based in McLean, Virginia, PRIMUS Telecommunications Group Inc.
(NASDAQ: PRTL) -- http://www.primustel.com/-- offers
international and domestic voice, voice-over-Internet protocol,
Internet, wireless, data and hosting services to business and
residential retail customers and other carriers located primarily
in the U.S., Canada, Australia, the U.K. and western Europe.
PRIMUS provides services over its global network of owned and
leased transmission facilities, including about 350 points-of-
presence throughout the world, ownership interests in undersea
fiber optic cable systems, 16 carrier-grade international gateway
and domestic switches, and a variety of operating relationships
that allow it to deliver traffic worldwide.


QWEST CORPORATION: Completes Offering of $500 Million Notes
-----------------------------------------------------------
Qwest Corporation, a subsidiary of Qwest Communications
International Inc., has concluded an offering of $500 million
aggregate principal amount of debt securities due June 1, 2017,
which was upsized from the amount of $400 million.  The notes bear
an interest rate of 6.5% per annum, payable semi-annually on June
1 and Dec. 1, commencing on Dec. 1, 2007.

"We're pleased with the strong demand and success of this offer,"
John Richardson, Qwest executive vice president and CFO, said.
"We believe this is an opportunistic and value creating
transaction."

The ten-year notes were priced at par.  The net proceeds of the
offering will be used for general corporate purposes, including
repayment of QC's indebtedness, and funding and refinancing
investments in the company's telecommunications assets.

The sale of the notes is expected to close on May 16, 2007.

JPMorgan, Bank of America Securities LLC and Merrill Lynch & Co.
were joint book-runners for the offering, which was made in a
private placement transaction pursuant to Rule 144A under the
Securities Act of 1933, as amended.  Citigroup, Deutsche Bank
Securities and Lehman Brothers were co-managers.

                         About Qwest Corp.

Headquartered in Denver, Colorado Qwest Corporation --
http://www.qwest.com/-- a subsidiary of Qwest Communications
International Inc. (NYSE:Q), offers a unique and powerful
combination of managed voice and data solutions for businesses,
government agencies and consumers -- locally and throughout the
United States.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2007,
Moody's Investors Service assigned a Ba1 rating to Qwest
Corporation's planned offering of $400 million senior notes due
2017.

Standard & Poor's Ratings Services assigned its 'BB+' rating to
Qwest Corp.'s proposed $400 million notes due 2017, to be issued
under Rule 144A with registration rights.

S&P also affirmed the existing ratings on Qwest Corp., an
incumbent local exchange carrier, and parent Qwest Communications
International Inc., including the 'BB' corporate credit ratings.

Fitch Ratings has a 'BB' Issuer Default Rating for both Qwest
Corporation.  The Rating Outlook for Qwest and its subsidiaries is
Stable.


QWEST CORP: Launches $400 Million Offering of Debt Securities
-------------------------------------------------------------
Qwest Corporation, a subsidiary of Qwest Communications
International Inc., is offering $400 million aggregate principal
amount of debt securities in a private placement to be conducted
pursuant to Rule 144A under the Securities Act of 1933, as
amended.

The net proceeds of the offering will be used for general
corporate purposes, including repayment of indebtedness, and
funding and refinancing investments in the company's
telecommunications assets.

Headquartered in Denver, Colorado Qwest Corporation --
http://www.qwest.com/-- a subsidiary of Qwest Communications
International Inc. (NYSE:Q), offers a unique and powerful
combination of managed voice and data solutions for businesses,
government agencies and consumers -- locally and throughout the
United States.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2007,
Moody's Investors Service assigned a Ba1 rating to Qwest
Corporation's planned offering of $400 million senior notes due
2017.

Standard & Poor's Ratings Services assigned its 'BB+' rating to
Qwest Corp.'s proposed $400 million notes due 2017, to be issued
under Rule 144A with registration rights.

S&P also affirmed the existing ratings on Qwest Corp., an
incumbent local exchange carrier, and parent Qwest Communications
International Inc., including the 'BB' corporate credit ratings.

Fitch Ratings has a 'BB' Issuer Default Rating for both Qwest
Corporation.  The Rating Outlook for Qwest and its subsidiaries is
Stable.


RAG SHOP: Organizational Meeting Scheduled this Friday
------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Rag Shops, Inc. and its debtor-affiliates'
chapter 11 cases at 1:00 p.m., on Friday, May 11, 2007, at the
U.S. Trustee Meeting Room, 4th Floor, 80 Broad Street, in New York
City.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject to
the terms of strict confidentiality agreements with the Debtors
and other core parties-in-interest.  If negotiations break down,
the Committee may ask the Bankruptcy Court to replace management
with an independent trustee.  If the Committee concludes that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

Based in Hawthorne, New Jersey, Rag Shops, Inc. and its affiliates
(NASDAQ: RAGS) -- http://www.ragshop.com/-- 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.  The company and 63 of its affiliates filed for
Chapter 11 protection on May 2, 2007 (Bankr. E.D. N.Y. Case Nos.
07-42272 through 07-42338).  Christopher K. Kiplok, Esq. and James
W. Giddens, Esq., at Hughes Hubbard & Reed LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$35,301,000 and total liabilities of $52,532,000.


RITE AID: Earns $26.8 Million in Fiscal Year Ended March 3
----------------------------------------------------------
Rite Aid Corporation reported net income of $26.8 million for the
year ended March 3, 2007, compared with net income of
$1.27 billion for the year ended March 4, 2006, which includes a
$1.23 billion income tax benefit primarily comprised of a federal
and state tax benefit for the release of valuation allowances for
net deferred tax assets that have an expected future utilization.

For the 52-week fiscal year ended March 3, 2007, Rite Aid had
revenues of $17.5 billion as compared to revenues of $17.3 billion
for the 53-week prior year, which included an additional
approximate $345 million in revenues because of the extra week.
Revenues year-over-year increased 1.4%.

The 1.4% growth in revenues for fiscal 2007 was driven by front-
end sales growth of 0.1% and pharmacy sales growth of 2.2%.

Adjusted EBITDA was $696.9 million or 4.0 percent of revenues for
the 52-week year compared to $675.6 million or 3.9 percent of
revenues for the 53-week previous year, with the extra week
accounting for approximately $15 million in adjusted EBITDA.  The
$21.3 million increase in year-over-year adjusted EBITDA is
primarily due to the increase in revenues and a reduction in
expenses in relation to revenues.

For the year, the company opened 40 new stores, relocated 66
stores, acquired two stores, closed 32 stores and remodeled 19
stores.  Stores in operation at the end of the year totaled 3,333.

The company ended the year with cash and cash equivalents of
$106.1 million, compared to $76.1 million at March 4, 2006.

Cash flow provided by operating activities was $309.1 million in
fiscal 2007, compared with net cash provided by operating
activities of $417.2 million in fiscal 2006.

At March 3, 2007, the company's balance sheet showed $7.1 billion
in total assets, $5.4 billion in total liabilities, and $1.7
billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended March 3, 2007, are available for
free at http://researcharchives.com/t/s?1e72

                       Pending Acquisition

On Aug. 23, 2006, the company entered into a stock purchase
agreement with Jean Coutu Group.  Under the terms of the
Agreement, the company will acquire from Jean Coutu Group all of
the membership interests of The Jean Coutu Group (PJC) USA Inc.
(Jean Coutu USA), a wholly owned subsidiary of Jean Coutu Group,
which is engaged in the business of owning and operating retail
pharmacy stores conducting business under the Eckerd and Brooks
banners.  As consideration for the acquisition, the company will
issue 250 million shares of Rite Aid common stock and will pay
$2.3 billion in cash, subject to a working capital adjustment.
The company intends to finance the acquisition through the
issuance of new debt.

Consummation of the acquisition is subject to customary
conditions.  The company expects to complete the acquisition by
the end of May 2007.

                          About Rite Aid

Headquartered in Harrisburg, Pa., Rite Aid Corporation
(NYSE, PCX: RAD) -- http://www.riteaid.com/-- is one of the
nation's leading drugstore chains with annual revenues of
approximately  $17.5 billion and more than 3,330 stores in 27
states and the District of Columbia.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Service rated the proposed secured notes of Rite
Aid Corporation at B3 and the proposed senior notes at Caa2.

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Fitch has assigned ratings to Rite Aid Corporation's $300 million
senior secured notes due 2017 'BB-/RR1'; and $500 million senior
unsecured notes due 2015 'CCC+/RR5'.


ROCK-TENN COMPANY: Earns $21.7 Million in Quarter Ended March 31
----------------------------------------------------------------
Rock-Tenn Company reported net income of $21.7 million on net
sales of $585.7 million for the second quarter ended March 31,
2007, compared with net income of $5.2 million on net sales of
$529.7 million for the same period last year.

Income for the second quarter of fiscal 2007 included pre-tax
restructuring and other costs of $1.2 million primarily related to
the decision to close the Stone Mountain, Georgia folding carton
plant.  Net income for the prior year quarter included pre-tax
restructuring and other costs of $3.5 million and operating losses
at folding carton facilities that were closed or in the process of
closing of $900,000.

Total segment income of $54.6 million increased $21.2 million from
the prior year quarter.

Paperboard segment income increased $11.1 million and
Merchandising Displays segment income increased $9 million.
Corrugated segment income also increased by $1.4 million.  These
increases were offset by decreases in Packaging Products segment
income of approximately $300,000.

Rock-Tenn Company chairman and chief executive officer James A.
Rubright stated, "The record sales and strong income gains reflect
the continued improvements we have achieved in our businesses.
Our paperboard mills experienced sharply higher costs of fiber,
which peaked in March 2007 at historically high levels.  We still
recorded the second highest quarterly Paperboard segment income
and the highest net income in our company's history.  We believe
we are well positioned to continue to recover currently high fiber
and energy costs due to the tight mill supply demand conditions,
particularly in our coated recycled paperboard mills."

Net cash provided by operating activities in the second quarter of
fiscal 2007 was $36.9 million compared to net cash provided by
operating activities of $47.9 million in the prior year quarter.
Net cash provided by operating activities in this year's quarter
was reduced by the funding of $16.2 million in operating assets
and liabilities, including an increase of $23.6 million in
receivables resulting from the $51.8 million in sales growth over
the December quarter.

During the quarter Rock-Tenn Company acquired the remaining 40%
minority interest in its GSD packaging joint venture for
$32 million, and contributed $4.6 million to its pension plans.

During the second quarter of fiscal 2007, net cash provided by
financing activities was $22.3 million and included $13.7 million
from the issuance of common stock primarily due to the exercise of
stock options for 1.1 million shares and the related excess tax
benefits from share based compensation of $9 million.

At March 31, 2007, the company's balance sheet showed $1.8 billion
in total assets, $1.2 billion in total liabilities, $11 million in
minority interest, and $579 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?1e75

                     About Rock-Tenn Company

Rock-Tenn Company (NYSE: RKT) -- http://www.rocktenn.com/--  
provides a wide range of marketing and packaging solutions to
consumer products companies, with operating locations in the
United States, Canada, Mexico, Argentina and Chile.  The company
is one of North America's leading manufacturers of packaging
products, merchandising displays and bleached and recycled
paperboard.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Standard & Poor's Ratings Services revised its outlook on Rock-
Tenn Company to stable from negative.  At the same time, S&P
affirmed all its ratings including its BB corporate credit rating
on the company.


SHAW GROUP: To Redeem Remaining $15.2 Mil. of 10-3/4% Senior Notes
------------------------------------------------------------------
The Shaw Group Inc. will redeem all remaining outstanding 10-3/4%
Senior Notes due 2010.  As of April 30, 2007, the aggregate
principal amount of the remaining outstanding Senior Notes was
$15,173,000.  Pursuant to the terms of the 10-3/4% Senior Notes
Indenture, the Senior Notes will be redeemed by Shaw on May 31,
2007 at a redemption price equal to 105.375% of the outstanding
principal amount of the outstanding Senior Notes ($1,053.75 per
$1,000 in principal amount of the Senior Notes) plus accrued
interest of $22.67 per $1,000 in principal amount of the Senior
Notes. Shaw will fund the redemption of the Senior Notes with cash
on hand.  The company expects to record a pre-tax charge of
approximately $1.1 million, $0.7 million after taxes in the third
quarter of fiscal 2007 as a result of the early retirement of
remaining outstanding 10-3/4% Senior Notes.

Shaw issued the $253 million face amount, 10-3/4% Senior Notes due
2010 in a private offering on March 17, 2003. In May 2005, Shaw
redeemed $237,856,000 aggregate principal amount of Senior Notes,
94% of original issuance, pursuant to a tender offer.  The company
paid approximately $266.8 million to redeem the Senior Notes, plus
accrued interest, and made consent payments totaling approximately
$5.9 million.

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

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

                          *     *     *

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

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


SINCLAIR BROADCAST: Prices $300MM Convertible Sr. Notes Offering
----------------------------------------------------------------
Sinclair Broadcast Group Inc. has priced its offering of
$300 million aggregate principal amount of convertible senior
notes due 2027.  In addition, Sinclair has granted the
underwriters an option, solely to cover over-allotments, to
purchase up to an additional aggregate $45 million principal
amount of the notes.

The notes will bear interest at a rate of 3% per annum from
May 10, 2007, payable semi-annually on May 15 and November 15,
commencing on Nov. 15, 2007.  Under certain circumstances, the
notes will also bear contingent cash interest of 0.375% per annum.

The notes mature in 2027 and, upon certain conditions, will be
convertible into cash and, in certain circumstances, shares of
Class A common stock of Sinclair Broadcast Group Inc. prior to
maturity at an initial conversion price of $20.43 per share,
subject to adjustment, which is equal to an initial conversion
rate of approximately 48.9476 shares of Sinclair class A common
stock per $1,000 principal amount of notes.  The notes may not be
redeemed prior to May 20, 2010 and may thereafter be redeemed by
Sinclair at par.  The offering was made pursuant to an effective
shelf registration statement previously filed with the Securities
and Exchange Commission and is expected to close, subject to the
satisfaction of customary closing conditions on May 10, 2007.

Sinclair intends to use the net proceeds from the offering,
together with available cash on hand and/or bank debt, to finance
the partial redemption of Sinclair Television Group, Inc.'s, its
wholly-owned subsidiary, existing 8% Senior Subordinated Notes due
2012.

A copy of the prospectus and prospectus supplement meeting the
requirements of Section 10 of the Securities Act of 1933 may be
obtained from:

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

                   About Sinclair Broadcast Group

Headquartered in Baltimore, Maryland, Sinclair Broadcast Group
Inc. (Nasdaq: SBGI)-- http://www.sbgi.net/-- is one of the
diversified television broadcasting companies, that owns and
operates, programs or provides sales services to 61 television
stations in 38 markets.  Sinclair's television group includes FOX,
WB, ABC, CBS, NBC, and UPN affiliates and reaches approximately
23.0% of all U.S. television households.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Moody's Investors Service affirmed Sinclair Broadcast Group's Ba3
corporate family rating and assigned a Baa3 rating to its
subsidiary, Sinclair Television Group Inc.'s new $225 million
Term Loan A-1 Facility.


SOLUTIA INC: Judge Beatty Approves Settlement Pact with FMC Corp.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement dated as of April 10, 2007,
between Solutia Inc. and FMC Corp.

The settlement agreement resolves litigation between the parties
in the United States District Court for the Southern District of
New York arising from the Astaris LLC joint venture.

Solutia and FMC entered into a joint venture agreement in April
1999.  The parties hoped Astaris could produce purified phosphoric
acid using a wet-process technology developed by FMC.  The
technology was supposed to allow Astaris to produce PPA through a
process that was less expensive and more efficient than the
methods previously used by Solutia.  Unfortunately, the technology
did not perform as expected and the Astaris PPA plant in Idaho was
closed in October 2003.

Solutia filed an adversary proceeding against FMC in February 2004
alleging that FMC knew that shortcomings in the technology
undermined the joint venture, but failed to disclose them.

On FMC's request, the District Court assumed jurisdiction over the
FMC Litigation on July 27, 2004.  Solutia asserted seven claims
against FMC in the FMC Litigation, of which three were dismissed.
Following extensive discovery, the District Court granted FMC's
request for summary judgment in part, limiting Solutia's claims
for breach of fiduciary duty, fraud and negligent
misrepresentation to one particular theory.  Additionally, the
District Court struck Solutia's jury demand.

Shortly after the FMC Litigation was filed, Solutia and FMC began
settlement discussions that continued in 2005 in connection with
the decision by FMC and Solutia to explore a possible sale of
Astaris.  On September 1, 2005, Astaris, Solutia and FMC entered
into an asset purchase agreement with Israel Chemicals Limited and
one of its subsidiaries, pursuant to which Astaris agreed to sell
substantially all of its assets to ICL for $225,000,000 in cash
and the assumption by ICL of certain related liabilities.  FMC and
Solutia agreed that the FMC Litigation would not be affected by
the sale of Astraris.

On Oct. 14, 2005, both parties appeared before United States
Magistrate for court-ordered mediation, but could not resolve the
issues.  Settlement talks occurred sporadically throughout 2006.

Solutia and FMC again engaged in arm's-length negotiations to
settle the FMC Litigation during the weeks leading to the April 2,
2007 trial date.  The parties reached a settlement with the
salient terms:

    -- FMC will pay Solutia $22,500,000 in cash;

    -- the settlement payment will be made within five business
       days after the period for appealing the Bankruptcy Court's
       order approving the Proposed Settlement expires;

    -- Solutia will dismiss the FMC Litigation with prejudice
       within 20 days after FMC makes the settlement payment;

    -- Solutia, with the cooperation of FMC, will secure the
       Bankruptcy Court's approval of the Proposed Settlement;

    -- they will exchange mutual releases of all claims relating
       to the dispute;

    -- Solutia and FMC will recommend to the District Court
       that the trial be stayed during the Bankruptcy Court
       approval process and that the District Court retain
       jurisdiction over the case until resolution of the
       Bankruptcy Court approval process; and

    -- the fees and costs of the FMC Litigation will be borne by
       each party.

Solutia relates that the proposed settlement enables its estate to
avoid the costs of prosecuting the FMC Litigation through a trial
and an almost certain appeal.

                        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.  (Solutia
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Wants Deal with GE Capital on Contested Leases OK'd
----------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Solutia Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
a settlement agreement among Solutia, CPFilms Inc. and General
Electric Capital Corporation.

David A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
in St. Louis, Missouri, relates that before the Debtors'
bankruptcy filing, the Debtors and GE Capital entered into
numerous lease agreements whereby the Debtors agreed to lease
certain personal property from GE Capital or its predecessors in
interest.

On Dec. 16, 2004, GE Capital filed a request for, among others,
payment of postpetition lease obligations, and compelling
immediate assumption or rejection of leases.  In their response
to GE's request, the Debtors argued that five of the leases were
not true leases and should be recharacterized as security
interests:

    -- Master Lease Agreement entered into between Mellon US
       Leasing and Solutia dated July 23, 1999;

    -- Master Lease Agreement entered into between Lease Plan
       U.S.A., Inc., and Solutia dated Oct. 24, 2001;

    -- Master Lease Agreement entered into between GE Capital and
       CPFilms dated Oct. 15, 2001;

    -- Equipment Lease Agreement entered into by GE Capital and
       Solutia dated Jan. 1, 2001; and

    -- Master Lease Agreement entered into by Emerson Financial
       Services and Solutia dated June 19, 2001.

GE Capital contended that the Contested Leases are true leases.

The Debtors thoroughly investigated the Contested Leases.  The
Debtors obtained appraisals of the equipment, which was the
subject of the Contested Leases from SB Capital.  The Debtors
also retained NERA as a potential expert witness in connection
with the hearing on GE Capital's request and reviewed the
preliminary expert report.  The Debtors and GE Capital also
exchanged written discovery.

GE Capital and the Debtors scheduled a settlement meeting for
March 12, 2007 where the parties were able to agree upon the
terms of a Settlement Agreement, which resolves all outstanding
issues posed by the GE Capital Motion and the Contested Leases.

The salient terms of the Settlement Agreement are:

   (1) Solutia will assume the Maryville Lease and restructure
       the payments due thereunder so that Solutia will pay GE
       Capital $37,000 per month for 72 months;

   (2) CPFilms will assume the CPFilms Lease and restructure the
       payments due thereunder so that CPFilms will pay GE
       Capital $5,000 per month for 72 months;

   (3) Solutia and CPFilms will each retain the right to purchase
       the equipment that is the subject of the Maryville Lease
       and CPFilms Lease at the end of the respective lease terms
       by paying to GE Capital the then fair market value of the
       equipment;

   (4) The Indian Orchard, Atlanta, and Pensacola Leases will
       each be terminated and GE Capital will convey all its
       interests in the affected equipment to Solutia;

   (5) GE Capital will be allowed a secured claim of $100,000
       against Solutia, which will be paid upon the effective
       date of any plan of reorganization proposed by the
       Debtors, as well as a general unsecured claim of $540,000
       against Solutia;

   (6) GE Capital will withdraw all other proofs of claim that it
       filed in connection with the Contested Leases.

   (7) The Debtors and GE Capital will exchange mutual releases
       with respect to all claims that may exist with respect to
       the Contested Leases.

The Debtors and GE Capital identified a number of leases where
there are no existing disputes.  The parties will continue to
perform their respective obligations and duties with respect to
the Uncontested Leases.

                        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.  (Solutia
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SPECTRUM SIGNAL: Sells Stake to Vecima Networks for $18.3 Million
-----------------------------------------------------------------
Spectrum Signal Processing Inc. disclosed that Vecima Networks
Inc. has completed the acquisition of all of Spectrum's issued
and outstanding common shares for a total purchase price of
approximately $18.3 million, made up of 820,000 Vecima shares and
approximately $10.1 million in cash.

The statutory plan of arrangement disclosed on Feb. 16, 2007,
involving Spectrum, its shareholders and Vecima, was approved by
the Supreme Court of British Columbia on April 27, 2007 and by the
Committee on Foreign Investments in the United States on
April 26, 2007.  More than 92% of Spectrum shareholders
represented at its special meeting held on April 20, 2007 voted to
approve the Arrangement.

"Spectrum's shareholder vote clearly demonstrated strong support
in favor of this Arrangement that fuses two powerful technological
portfolios to enhance Vecima's position and opportunities in the
emerging WiMAX market," Dr. Surinder Kumar, president and chief
executive of Vecima, stated.  "The strategic fit of Spectrum's
compelling product portfolio focused at the commercial and defense
broadband wireless markets advantageously positions Vecima to
deliver the power and security of software-defined radio
technologies to the commercial broadband wireless market.  In
addition, the Arrangement allows the company to bring Vecima's
portfolio of last-mile wireless solutions to Spectrum's current
market."

Both Spectrum's and Vecima's product portfolios are powered at
their core by field programmable gate array chips, digital signal
processing chips, and general purpose processors running software
tailored to broadband wireless communications.

In addition to the defense market, Vecima intends to target high
growth commercial markets such as the public safety, homeland
security, satellite communications, and broadband wireless markets
which demand a configurable software radio solution to enable the
various agencies to communicate in an interoperable manner.

"Vecima has a solid strategic plan to bring Spectrum's financial
results into alignment with our historical profit model in the
near term by taking advantage of a single exchange listing and
streamlining administrative expenses through economies of scale,"
Dr. Kumar said.  "The company is pleased to see so many Spectrum
shareholders elect to receive Vecima shares and look forward
to building upon Vecima's track record of 19 consecutive years of
profitability."

Vecima reiterates its expectation that the acquisition will be
immediately accretive to revenues.

                     About Vecima Networks Inc.

Vecima Networks Inc. (TSX: VCM) -- http://www.vecimanetworks.com/
-- designs, manufactures and sells products that enable broadband
access to cable, wireless and telephony networks.  The company has
also developed and continues to focus on developing products to
address emerging markets such as Voice over Internet Protocol,
fiber to the home and IP video.

                       About Spectrum Signal

Based in Columbia, Maryland, Spectrum Signal Processing Inc. (TSX:
SSY)(NASDAQ: SSPI) -- http://www.spectrumsignal.com/-- is a
supplier of software-defined platforms for defense electronics
applications.  The company provides applications engineering
services and modified commercial-off-the-shelf platforms to the US
Government, its allies and its prime contractors.  The company's
products and services are optimized for military communications,
signals intelligence, surveillance, electronic warfare and
satellite communications applications.

As of Dec. 31, 2006, the company had cash and cash equivalents of
$1.7 million and net working capital of $3.5 million.  The company
has an undrawn line of credit facility of up to CDN$2.9 million.


TERWIN MORTGAGE: S&P Puts Class I-B-6 Certs.' Rating on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
certificates issued by Terwin Mortgage Trust 2006-6.  Of the five
lowered ratings, two defaulted, one was placed on CreditWatch with
negative implications, and two remain on CreditWatch negative.
At the same time, the ratings on three other classes were placed
on CreditWatch with negative implications.

The lowered ratings and CreditWatch placements affecting
certificates from loan group 1 are primarily due to a significant
loss totaling $12.56 million, which occurred during the April 2007
remittance period.  Prior to this sizeable loss, the average
monthly losses for the most recent six months totaled
approximately $1.09 million.  The deal is nine months seasoned and
is generating a reasonable amount of monthly excess interest;
however, $10.23 million of the class I-B-8's principal balance was
written down, causing the class to default.  Total and serious
(90-plus-days, foreclosure, and REO) delinquencies for this loan
group are 7.57% and 4.22%, respectively.

The lowered ratings and CreditWatch placements affecting the
certificates from loan group 2 reflect the early deterioration of
available credit support to these classes due to the poor
performing collateral.  This loan group also incurred a
significant loss of $1.68 million during the April 2007
distribution period, which caused class II-B-6 to default.  Prior
to this distribution, average monthly losses for the most recent
six months totaled approximately $185,938.  Total and serious
delinquencies for this loan group are 12.62% and 6.63%,
respectively.

Credit support for both loan groups was initially provided by
excess interest, subordination, and building
overcollateralization.  The early losses incurred by these pools
never allowed overcollateralization amounts for loan group 1 and
loan group 2 to build to their respective targets of $21.6 million
and $5.2 million, respectively.

Standard & Poor's will continue to closely monitor the six classes
with ratings on CreditWatch negative.  If losses decline to a
point at which they no longer exceed monthly excess interest, and
the level of credit enhancement is not further eroded, S&P will
affirm the ratings on these classes and remove them from
CreditWatch.  Conversely, if delinquencies continue to translate
into substantial realized losses in the coming months and continue
to erode available credit enhancement, S&P will lower the ratings
on these classes, and further negative ration actions can be
expected on the more senior tranches.

The collateral for this deal initially consisted of closed-end
second-lien mortgage loans.


          Rating Lowered and Placed on Creditwatch Negative

                    Terwin Mortgage Trust 2006-6

                                      Rating
                                      ------
                 Class       To                 From
                 -----       --                 ----
                 I-B-6       BB-/Watch Neg      BB+


        Ratings Lowered and Remaining on Creditwatch Negative

                    Terwin Mortgage Trust 2006-6

                                      Rating
                                      ------
                 Class       To                 From
                 -----       --                 ----
                 I-B-7       B-/Watch Neg       BB-/Watch Neg
                 II-B-5      B-/Watch Neg       B/Watch Neg


                           Ratings Lowered

                    Terwin Mortgage Trust 2006-6

                                    Rating
                                    ------
                    Class       To         From
                    -----       --         ----
                    I-B-8       D          CCC
                    II-B-6      D          CCC


                Ratings Placed on Creditwatch Negative

                     Terwin Mortgage Trust 2006-6

                                     Rating
                                     ------
                Class       To                 From
                -----       --                 ----
                I-B-4       BBB-/Watch Neg     BBB-
                I-B-5       BBB-/Watch Neg     BBB-
                II-B-4      BBB-/Watch Neg     BBB-


TRIAD HOSPITALS: Earns $222.3 Million in Year Ended December 31
---------------------------------------------------------------
Triad Hospitals Inc. reported net income of $222.3 million on
revenues of $5.5 billion for the year ended Dec. 31, 2006,
compared with net income of $226 million on revenues of
$4.7 billion for the year ended Dec. 31, 2005.

New hospital facilities, two in the second and fourth quarter of
2005 and three in the first and fourth quarter of 2006, increased
revenues by $369.7 million in the year ended Dec. 31, 2006,
compared to the year ended Dec. 31, 2005.  Same facility revenues
increased 9.2% in 2006 compared to 2005.

Income from continuing operations decreased to $207.9 million in
2006 from $229.4 million in 2005.

In 2006 management revised its estimate of uncollectible accounts
which increased the allowance to approximately 72.2% of discounted
billed uninsured receivables from 62.1% in 2005.  This revision
resulted in a reduction to income from continuing operations of
approximately $28 million.

Results for 2006 also included $27.7 million of share-based
compensation expense from the adoption of SFAS 123R, while the
results for 2005 included $8.4 million in refinancing transaction
costs relating to the write-off of unamortized debt issue costs
from the refinancing of the company's bank credit facility.

Interest expense, net, decreased to $95.3 million in 2006 compared
to $101.6 million in 2005, due primarily to the increase in
interest income.  The decrease was partially offset by an increase
in interest rates on the company's floating rate debt.

At Dec. 31, 2006, the company's balance sheet showed $6.2 billion
in total assets, $2.7 billion in total liabilities, $340.8 million
in minority interests, and $3.2 billion in total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1e79

                      About Triad Hospitals

Triad Hospitals Inc. (NYSE TRI) -- http://www.triadhospitals.com/
-- through its affiliates, owns and manages hospitals and
ambulatory surgery centers in small cities and selected larger
urban markets.  The company currently operates 54 hospitals
(including one under construction) and 13 ambulatory surgery
centers in 17 states and Ireland with approximately 9,855 licensed
beds.  In addition, through its QHR subsidiary, the company
provides management and consulting services to independent general
acute care hospitals located throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2007,
Standard & Poor's reported that its B+ corporate credit rating on
Triad Hospitals Inc. remains on CreditWatch with negative
implications, where it was originally placed on Feb. 5, 2007.


TRIBUNE CO: Fitch Downgrades Issuer Default Rating to B+
--------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Tribune Co.'s new
senior secured credit facility.  Fitch has also downgraded the
company's Issuer Default Rating to 'B+' from 'BB-'.  The ratings
remain on Rating Watch Negative.

    -- Issuer Default Rating downgraded to 'B+' from 'BB-';

    -- Senior unsecured notes downgraded to 'B-/RR6' from 'BB-';

    -- Subordinated exchangeable debentures due 2029 downgraded to
       'CCC+/RR6' from 'B+'.

    -- CP rating of 'B' withdrawn.

Fitch rates the following:

    -- Senior secured credit facility 'BB/RR2'.

The existing senior unsecured revolving credit facility rating of
'BB-' is expected to be withdrawn following completion of step one
of the financing.

The rating actions reflect the financing involved in the first
step of the company's two-step transaction.  The first step
involves:

    -- Establishment of an ESOP which purchases a $250 million
       stake in Tribune;

    -- $4.3 billion cash tender for 126 million shares at $34 per
       share;

    -- The issuance of a new term loan B for $7.015 billion
       establishment of a $750 million revolving credit facility
       and $263 million delayed-draw term loan and the refinancing
       of existing credit facilities;

    -- An initial investment by EGI-TRB, L.L.C. (the Zell Entity)
       of $250 million;

    -- Payment of transaction fees.

Funded debt, pro forma for successful completion of step one, is
approximately $9.5 billion, and pro forma step one leverage (debt
to EBITDA) is approximately 7 times (x) and is expected to be
completed in the second quarter of 2007.

The Recovery Ratings and notching reflect Fitch recovery
expectations under a distressed scenario.  Tribune's RRs for both
steps reflect Fitch's expectation that the enterprise value of the
company, and hence, recovery rates for its creditors, will be
maximized in a restructuring scenario (as a going concern), rather
than a liquidation.

Following a successful completion of step one, the 'RR2' recovery
rating for the company's new credit facilities reflects Fitch
belief that 71%-90% recovery is reasonable given its priority
position.  The recovery rating of 'RR6' for the $1.5 billion of
senior unsecured notes and for the $1.3 billion of subordinated
exchangeable debentures (PHONES) due 2029 reflects Fitch's
estimate that negligible recovery would be achievable due to their
position in the capital structure.

In step two:

    -- A subsidiary of the ESOP merges with Tribune with Tribune
       surviving as a wholly-owned subsidiary of the ESOP;

    -- Zell Entity invests an incremental $65 million;

    -- The company establishes a $2.105 billion incremental term
       loan B facility and a $2.1 billion bridge facility (or
       issues $2.1 billion of senior unsecured notes);

    -- The company purchases the remaining outstanding shares for
       $4.3 billion;

    -- Necessary regulatory approvals are expected to be obtained.

Exclusive of asset disposition proceeds, pro forma debt after step
two would be approximately $13 billion and pro forma leverage
would be approximately 9x-9.5x.  Separately the company has
announced plans to sell the Cubs and its stake in Comcast Sports
Net following the 2007 season.

Step two is expected to be completed in the fourth quarter of
2007.  If the transaction is not consummated as proposed, Fitch
believes it is not likely that another course of action would
result in an IDR higher than 'B+'.

The rating actions below are based on the assumptions that step
two is completed as proposed and the business risk profile remains
steady.  Fitch would expect to remove the ratings from Rating
Watch and assign a Stable Outlook.  Given the timeframe and
uncertainties between steps one and two, Fitch notes that the
ultimate ratings may differ from the guidance below.

    -- Issuer Default Rating (IDR) to 'B-' from 'B+';

    -- Senior secured revolving credit facility to 'B/RR3' from
       'BB/RR2';

    -- Senior unsecured notes to 'CCC/RR6' from 'B-/RR6';

    -- Subordinated exchangeable debentures due 2029 to 'CCC-/RR6'
       from 'CCC+/RR6'.

Assuming a successful completion of step two, Fitch expects to
lower the recovery rating for the company's first priority credit
facilities (which would include the incremental $2.105 term loan
B) to 'RR3' from 'RR2' reflecting Fitch's belief that 51%-70%
recovery is reasonable.  While recognizing they have different
levels of priority, Fitch would expect to assign an 'RR6' to the
proposed $2.1 billion of new unsecured notes and maintain the
'RR6' on existing senior unsecured and subordinated exchangeable
debentures (PHONES).  The 'RR6' ratings reflect Fitch's estimate
that negligible recovery would be achievable due to their
subordination in the capital structure.

Fitch's ratings reflect the priority and security of the different
debt instruments.  The step-one bank facilities and step-two
incremental facility will be secured by a pledge of stock from two
newly formed holding companies: Tribune Broadcasting Holdco LLC
and Tribune Finance LLC.  These facilities will also receive a
senior guarantee from the same operating subsidiaries.  The step-
two bridge facility will have a subordinated guarantee from
certain operating subsidiaries.  The existing notes will be
secured equally and ratably by the pledge of stock in the new
holdcos (in accordance with the negative pledge in their
indentures) but will not receive a guarantee from operating
subsidiaries and will thus be subordinated to the secured bank
debt and potential new senior unsecured bonds.

Fitch's rating actions also reflect the significant debt burden
the announced transaction places on the company's balance sheet
while its revenue and cash flow have been declining.  Fitch
believes that newspapers and broadcast affiliates (particularly in
large markets where there is more competition for advertising
dollars) face meaningful secular headwinds that could lead to more
cash flow volatility in the future.  With fixed charge coverage
estimated to be below 1.3x there is very little room to absorb
declines in EBITDA.

The company derives a material portion of its cash flow from
volatile classified categories (Auto, Help Wanted, and Real
Estate) of its publishing division.  This category is presently
facing both secular and cyclical challenges with revenues down
approximately 15% in the first quarter of 2007.  Also, with the
limited track record and uncertain future performance of the
nascent CW network, the company's cash flows from the bulk of its
broadcast stations could fluctuate even more than the historical
odd/even-year political and Olympic swings that are inherent in
the business.  Fitch believes these factors could impair the
company's ability to service its debt, particularly if coupled
with a cyclical downturn.

Fitch's expectation to assign a Stable Outlook after step two of
the transaction is predicated upon on the view that Tribune's
portfolio of assets affords it the flexibility to postpone and
potentially avoid financial distress even if its core businesses
under-perform to a degree.  The company's portfolio is separable
in that parts of its holdings could be liquidated to generate cash
without significant organizational burden.  (Fitch expects final
credit documents would require that 100% of proceeds from non-
ordinary course asset sales would be used to pay down the secured
facility subject to certain exceptions).  Notable separable assets
include the Food Network (31%) and CareerBuilder (43%) stakes in
addition to its 11 newspapers and 23 broadcast stations.  Fitch
recognizes there has been demonstrated interest in the Food
Network stake and in a number of the company's newspapers and
stations from a mix of financial and strategic buyers.  While
there may be tax considerations with certain assets and the
CareerBuilder stake could be difficult to monetize without the
consent of its partners, Fitch believes the composition of the
company's portfolio enhances management's options and flexibility
if faced with potential financial distress in the core business.

Resolution of the Rating Watch will include Fitch's evaluation of
the company's strategic direction, ultimate transaction structure,
review of credit documents, pro forma credit metrics and overall
financial policies.  The resolution will incorporate Fitch's view
of the risks of accelerated deterioration in the company's major
business lines and markets.


WACHOVIA BANK: S&P Rates $21.9MM S. 2007-C31 Class N Certs. at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's
$5.845 billion commercial mortgage pass-through certificates
series 2007-C31.

The preliminary ratings are based on information as of May 3,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
PB, A-4, A-5, A-1A, A-M, A-J, B, C, D, E, and F are currently
being offered publicly. Standard & Poor's analysis determined
that, on a weighted average basis, the pool, excluding the Peter
Cooper Village and Stuyvesant Town loan, has a debt service
coverage of 1.15x, a beginning LTV of 126.9%, and an ending LTV of
123.5%.  Unless otherwise indicated, all weighted average LTV,
DSC, coupon, and capitalization rate calculations in this presale
report do not include the Peter Cooper Village and Stuyvesant Town
Pool loan (4.2% of the pool balance).


                   Preliminary Ratings Assigned
             Wachovia Bank Commercial Mortgage Trust

                                               Recommended
        Class       Rating       Amount       Credit support
        -----       ------       ------         ------------
         A-1         AAA        $50,915,000        30.000%
         A-2         AAA        $63,472,000        30.000%
         A-3         AAA       $188,934,000        30.000%
         A-PB        AAA        $85,404,000        30.000%
         A-4         AAA     $1,025,472,000        30.000%
         A-5         AAA       $750,000,000        30.000%
         A-1A        AAA     $1,327,630,000        30.000%
         A-M         AAA       $584,547,000        20.000%
         A-J         AAA       $460,331,000        12.125%
         B           AA+       $ 36,534,000        11.500%
         C           AA         $73,068,000        10.250%
         D           AA-        $73,069,000         9.000%
         E           A+         $29,227,000         8.500%
         F           A          $51,148,000         7.625%
         A-5FL*      AAA                TBD        30.000%
         A-MFL*      AAA                TBD        20.000%
         A-JFL*      AAA                TBD        12.125%
         G           A-         $58,454,000         6.625%
         H           BBB+       $80,376,000         5.250%
         J           BBB        $51,147,000         4.375%
         K           BBB-       $65,762,000         3.250%
         L           BB+        $29,227,000         2.750%
         M           BB         $14,614,000         2.500%
         N           BB-        $21,921,000         2.125%
         O           NR         $14,614,000         1.875%
         P           NR         $14,613,000         1.625%
         Q           NR         $14,614,000         1.375%
         S           NR         $80,375,231         0.000%
         X-P**       AAA                TBD           N/A
         X-C**       AAA                TBD           N/A
         X-W**       AAA                TBD           N/A

                  * Floating-rate class.
           **  Interest-only class with a notional amount.
                     NR -- Not rated.
                  TBD -- To be determined.
                    N/A -- Not applicable.


VWR INTERNATIONAL: Company Sale Cues S&P's Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on VWR International Inc. on CreditWatch with negative
implications in light of its sale by current owner Clayton,
Dubilier & Rice Inc. to another private equity firm, Madison
Dearborn Partners LLC.

"Although the terms of the transaction have not been disclosed, it
could cause an increase in the company's leverage," explained
Standard & Poor's credit analyst David Lugg.  "The company's debt
to EBITDA for 2006 was 7.6x."

S&P expect that VWR's current rated debt will be repaid in this
transaction.  Accordingly, the ratings on the senior secured,
senior unsecured, and subordinated debt of VWR and its parent,
CDRV Investors Inc., are not on CreditWatch and will likely be
withdrawn when the transaction closes, now expected to be in the
third quarter of 2007. S&P will resolve the CreditWatch when the
transaction's financing is determined.


WEDA SHAH: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Weda Shah
        fdba World Mutual Financial Mortgage
        8120 West Depot Master Court
        Tracy, CA 95304


Bankruptcy Case No.: 07-23198

Chapter 11 Petition Date: May 2, 2007

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: David C. Johnston, Esq.
                  Gianelli & Associates
                  P.O. Box 3212
                  Modesto, CA 95353
                  Tel: (209) 521-6260

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


WESTMORELAND COAL: Intends to Launch $85 Million Rights Offering
----------------------------------------------------------------
Westmoreland Coal Company plans to conduct a rights offering, with
a minimum size of $85 million, of common stock to its
shareholders.  The subscription price for the rights offering will
be $18.00 per share.

           Tontine Capital Standby Purchase Agreement

In connection with the proposed rights offering, the company has
entered into a standby purchase agreement with Tontine Capital
Partners, L.P., which together with its affiliates currently owns
17.1% of the company's outstanding shares.  Pursuant to this
agreement, Tontine has agreed to provide the company with a
"backstop" commitment to exercise any rights remaining unexercised
at the close of the rights offering, provided that its ownership
does not exceed 30% of the fully diluted shares after the rights
offering.  In the event that Tontine's ownership after the rights
offering is less than 25% of the fully diluted shares, Tontine
will have the option to purchase additional shares at the
subscription price that could raise its ownership in the company
to 25% of the fully diluted shares.

Proceeds from the rights offering will be used to fund capital
expenditures that are expected to lower the company's coal mining
production costs, fund future growth initiatives and provide
working capital, as well as for general corporate purposes.

               Proposed Preferred Stock Retirement

As part of the transaction, the company intends to retire its
outstanding Series A Convertible Exchangeable Preferred Stock,
each share of which is represented by four depositary shares, and
the company is evaluating options to achieve this objective.  The
company intends to use a portion of the proceeds from the rights
offering to redeem the depositary shares that are outstanding at
the conclusion of the rights offering.

Pursuant to the agreement between the company and Tontine, Tontine
has the right to appoint two individuals to the company's Board of
Directors, and the company has agreed to limit the number of
directors to seven.

"The Board of Directors views the rights offering as a landmark
event in the company's long history," Robert E. Killen, the
Company's Vice-Chairman, said.  "If the rights offering is
completed, the cash infusion will eliminate the company's near-
term liquidity concerns, provide for cost improvement
opportunities, expand mine capacity and create flexibility in the
development of new business projects.  Of additional significance
will be the retirement of the outstanding preferred stock, which
the company views as an important step towards simplifying the
company's capital structure."

The agreement is subject to several closing conditions, including
approval of the company's shareholders.  Because the company must
register the rights offering with the Securities and Exchange
Commission, no record date for the offering has been set yet.

                          CEO To Resign

The Board of Directors disclosed that Christopher K. Seglem,
Chairman, President and Chief Executive Officer, would be leaving
the company to pursue other interests.

"Chris has been with the Company for 27 years and was responsible
for transforming the Company from an operator of underground
mines, based in the East, to its present position as one of the
largest operators of surface mines in the country and owner of
electrical power generating plants," Mr. Killen said.  "The Board
recognizes Chris' dedication to Westmoreland's survival and the
Company's extraordinary achievements under his leadership."

In connection with Mr. Seglem's departure, Mr. Killen has been
appointed as the non-executive Chairman of the Board of Directors,
and the company has appointed Keith E. Alessi as the interim Chief
Executive Officer of the company.  Mr. Alessi is an accomplished
manager with over 25 years of senior executive experience in the
turnaround of a number of public and private companies.  He has
served in various capacities including CEO, COO and CFO in such
situations.  Mr. Alessi is a Director and Chairman of the audit
committee of both Town Sports International of New York City and
H&E Equipment Services of Baton Rouge, Louisiana.  He is also a
director of MWI Veterinary Services of Boise, Idaho.  Since 1999,
Mr. Alessi has been an adjunct professor of law at The Washington
and Lee University School of Law in Lexington, Virginia and since
2001 has been an adjunct lecturer of business at the Ross School
of Business at the University of Michigan.

                        About Westmoreland

Based in Colorado Springs, Colorado, Westmoreland Coal Company
(AMEX:WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States and a developer of
highly clean and efficient independent power projects.  The
company's coal operations include coal mining in the Powder River
Basin in Montana and lignite mining operations in Montana, North
Dakota and Texas.  Its current power operations include ownership
and operation of the two-unit ROVA coal-fired power plant in North
Carolina, an interest in a natural gas-fired power plant in
Colorado, and the operation of four power plants in Virginia.

At Dec. 31, 2006, the company's balance sheet showed a
stockholders' deficit of $126,185,000, compared to a deficit of
$10,192,000 at Dec. 31, 2005.


WHITE BIRCH: S&P Rates Proposed $425 Million 1st-Lien Loan at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to the amended and restated term loan facilities
of Nova Scotia-based White Birch Paper Co. based on preliminary
terms and conditions.

The proposed financing consists of a $425 million first-lien term
loan and a $125 million second-lien term loan.  The first-lien
facility is rated 'B+', one notch higher than the corporate credit
rating on the company, with a recovery rating of '1', indicating
the expectation for full (100%) recovery of principal in the event
of a payment default.  The second-lien facility is rated 'B', with
a recovery rating of '2', indicating the expectation for
substantial (80%-100%) recovery of principal in the event of a
payment default.

Proceeds will be used to repay the $358 million outstanding under
the existing first-lien term loan and the $166 million outstanding
under the existing second-lien term loan.  The 'B+' bank loan and
'1' recovery ratings on the company's $90 million senior secured
revolving credit facility were affirmed at the same time.
Standard & Poor's will immediately withdraw the ratings on the
proposed $550 million first-lien senior secured term loan facility
that were assigned on April 12, 2007.


Ratings List

White Birch Paper Co.
Corporate credit rating                B/Stable/--

Ratings Assigned
$425 million first-lien term loan      B+ (Recovery rtg: 1)
$125 million second-lien term loan     B  (Recovery rtg: 2)

Ratings Affirmed
$90 million senior secured revolving credit facility
                                        B+  (Recovery rtg: 1)


XERIUM TECHNOLOGIES: Secures Amendment to Senior Credit Facility
----------------------------------------------------------------
In steps designed to facilitate future growth, Xerium Technologies
Inc. secured an amendment to its existing senior credit facility,
amended its agreement with certain shareholders with respect to
the company's dividend reinvestment plan, changed its dividend
policy and reaffirmed elements of its investment plan.  The
company's Board of Directors also declared a cash dividend under
the new dividend policy.

"These steps together provide improved financial flexibility to
the company that we believe will enable us to capitalize more
aggressively on the long-term growth opportunities while
accelerating reduction of our debt and improving our overall
capital structure," Thomas Gutierrez, Xerium's Chief Executive
Officer, said.  "Given the additional flexibility provided in part
by the reduction in dividend, we expect to pursue our previously-
announced plans to build a clothing manufacturing operation in
Vietnam, fund additional investments in our roll cover business,
expand our presence in South America and implement further actions
aimed at reducing our overall cost structure."

"We are also exploring expansion opportunities in Eastern Europe
consistent with our efforts to continue to improve our competitive
position in the marketplace and better serve the needs of our
customers," Mr. Gutierrez added.  "We have identified a
significant array of investment opportunities that we believe
would improve Xerium's growth profile and profitability over time.
As such, we expect to continue to review our capital structure and
strategic alternatives to insure that we are taking the best
advantage of these opportunities."

The amendment to the credit facility includes, among other
changes, these changes:

   * reduction of the minimum interest coverage ratio covenant for
     the period from the second quarter of 2007 through 2012 and
     of the minimum fixed charge ratio covenant for the period
     from the second quarter of 2007 through 2012.

   * changes to previously existing covenant limiting dividends to
     make it more restrictive and the insertion of a covenant
     limiting the quarterly dividend payable on common stock of
     the company to not more than $0.1125 per share in addition to
     the other restrictions on dividends.

   * reduction of mandatory excess cash flow prepayment
     percentages in the event there is Excess Cash (as defined in
     the Credit Agreement) to 40% in fiscal year 2007, 27.5% in
     fiscal year 2008, and 50% in each fiscal year thereafter.

   * changes to the definition of Adjusted EBITDA to add back
     Consolidated Restructuring and Growth Program Costs, subject
     to certain limitations.

   * other changes that provide enhanced flexibility to invest in
     capital expenditures, joint ventures and acquisitions,
     subject to various restrictions.

In connection with the amendment, the company paid an amendment
fee of approximately $1.5 million, as well as other fees and
expenses.

            Dividend Reinvestment Plan Participation

In connection with the changes to the credit agreement, certain
investment entities managed directly or indirectly by Apax Europe
IV GP Co Ltd have extended their commitment to participate in the
company's dividend reinvestment plan through Dec. 31, 2008
pursuant to terms in place under the December 2006 agreement
between these Apax entities and the company.  As of April 1, 2007,
the Apax entities collectively held 23,532,351.8 shares of common
stock of the company or approximately 53% of the outstanding
common stock of the company.

                       New Dividend Policy

In addition, Xerium's Board of Directors has re-evaluated the
company's existing dividend policy adopted in May 2005, and the
rate at which Xerium has paid quarterly dividends.  The Board
determined to adopt a new dividend policy under which quarterly
dividends will be paid at an amount to be determined by the Board
on a quarterly basis taking into account those factors deemed
relevant by the Board.  These factors may include such matters as
the company's financial performance, the sufficiency of cash flow
from operations to fund dividends, credit facility limitations,
growth opportunities and debt repayments considerations.

Under the new dividend policy, on May 2, 2007, the company's Board
of Directors declared a cash dividend of $0.1125 per share of
common stock payable on June 15, 2007, to shareholders of record
as of the close of business on June 5, 2007.  This reflects a
reduction from the quarterly dividend paid in the preceding six
quarters of $0.225 per common share.

                          About Xerium

Xerium Technologies Inc. (NYSE: XRM) -- http://xerium.com/--  
manufactures and supplies two types of products used primarily in
the production of paper: clothing and roll covers.  The company,
which operates around the world under a variety of brand names,
owns a broad portfolio of patented and proprietary technologies to
provide customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs.  With 35 manufacturing facilities in 15
countries around the world, Xerium Technologies has approximately
3,800 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Moody's Investors Service downgraded Xerium Technologies':
Corporate Family Rating, to B2 from B1; Senior Secured Term Loan,
to B2 from B1; Senior Secured Revolving Credit Facility, to B2
from B1; and Probability of Default Rating, to B2 from B1.


* White and Williams Builds Partnership with China's Xue Law Firm
-----------------------------------------------------------------
White and Williams LLP have formalized a strategic alliance with
the Xue Law Firm, a ten-attorney commercial practice firm based in
Shanghai, China.

Since the summer of 2006, White and Williams has been working on a
cooperative basis with the Xue Law Firm.  White and Williams
Associate Chunsheng Lu, born in Shanghai and holding law degrees
from both China and U.S. based Universities, spent 10 weeks in
July and August of 2006 working out of the Xue Law Firm's Shanghai
office.  Lu is a member of both the Pennsylvania Bar and the China
National Bar.

After China's Cultural Revolution in the 1970's, managing partner
of the Xue Law Firm, Weiyong Xue, became one of the first legal
practitioners in China.  Xue was a member of Shanghai First Law
Firm, the first law firm established in China, until he founded
the Xue Law Firm in 2001.  Xue's practice includes civil
litigation and complex business transactions.  He represented the
Shanghai government in its first joint venture negotiation with a
German automobile company.

White and Williams established its China Practice Group in 2003
and the Shanghai alliance is a necessary step in the expansion of
the Firm's China-related services.  "The firm has been assisting
its U.S. clients in pursuing business opportunities in China for
some time," Gary P. Biehn, chair of both the Business Department
and the China Practice Group at White and Williams, commented.
"The firm's alliance with the Xue Law Firm is a natural
progression for White and Williams -- the firm need to have
attorneys in China on a continual basis."

The Shanghai alliance provides White and Williams' clients with a
law firm in the Chinese marketplace.  Not only will this alliance
allow the Firm to better serve U.S. companies going to China, but
it will provide a venue for serving China-based companies seeking
to make investments in the United States.  "The firm has been
assisting White and Williams U.S.-based clients with their China
operations and the Shanghai alliance will provide us with a
vehicle to serve Chinese companies looking to the U.S,"
George J. Hartnett, chair of the firm's executive committee, said.
"The firm believes the Shanghai alliance will make the Chinese
market a two-way street for White and Williams -- the firm and the
Xue Law Firm can help companies coming and going."

                   About White and Williams LLP

Headquartered in Philadelphia, Pennsylvania and founded in 1899,
White and Williams LLP -- http://www.whiteandwilliams.com/-- has
over 230 attorneys that represents clients in transactional
matters and all aspects of civil litigation and appellate practice
in state and federal courts.  The firm's business practice
includes such matters as the formation, governance and operation
of corporate organizations, mergers and acquisitions, regulatory
compliance and bankruptcy related matters.  The firm's litigation
practice encompasses such areas as business and employment issues,
products liability, medical malpractice, toxic and mass torts, and
insurance coverage and reinsurance matters.


* Xue Law Formally Unites with Pennsylvania-based White & Williams
------------------------------------------------------------------
Xue Law Firm disclosed that it has formalized strategic alliance
with the Philadelphia, Pennsylvania-based law firm, White and
Williams LLP.

Since the summer of 2006, Xue Law Firm has been working on a
cooperative basis with the White and Williams.  Chunsheng Lu, a
White and Williams Associate, born in Shanghai and holding law
degrees from both China and U.S. based Universities, spent 10
weeks in July and August of 2006 working out of the Xue Law Firm's
Shanghai office.  Lu is a member of both the Pennsylvania Bar and
the China National Bar.

After China's Cultural Revolution in the 1970's, Weiyong Xue,
managing partner of the Xue Law Firm, became one of the first
legal practitioners in China.  Xue was a member of Shanghai First
Law Firm, the first law firm established in China, until he
founded the Xue Law Firm in 2001.  Xue's practice includes civil
litigation and complex business transactions.  He represented the
Shanghai government in its first joint venture negotiation with a
German automobile company.

According to Gary P. Biehn, chair of both the Business Department
and the China Practice Group at White and Williams, the Shanghai
alliance is necessary for the expansion of White and Williams'
China-related services.  Mr. Biehn also stated that the alliance
is a natural progression for White and Williams, as the firm needs
to have attorneys in China on a continual basis."

The Xue Law Firm, through the Shanghai alliance will be able to
provide White and Williams' clients with a law firm in the Chinese
marketplace.  The alliance will also allow Xue serve the U.S.
companies going to China.  Additionally, the alliance will provide
the clients with a venue for serving China-based companies seeking
to make investments in the United States.

                   About White and Williams LLP

Headquartered in Philadelphia, Pennsylvania and founded in 1899,
White and Williams LLP -- http://www.whiteandwilliams.com/-- has
over 230 attorneys that represents clients in transactional
matters and all aspects of civil litigation and appellate practice
in state and federal courts.  The firm's business practice
includes such matters as the formation, governance and operation
of corporate organizations, mergers and acquisitions, regulatory
compliance and bankruptcy related matters.  The firm's litigation
practice encompasses such areas as business and employment issues,
products liability, medical malpractice, toxic and mass torts, and
insurance coverage and reinsurance matters.  The firm's China
Practice Group was established in 2003.

                           Xue Law Firm

Based in Shanghai, China, Xue Law Firm is a ten-attorney
commercial practice firm that has been assisting White and
Williams U.S.-based clients with their China operations.


* BOND PRICING: For the week of April 30 - May 4, 2007
------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
AHI-DLTO7/05                          8.625%  10/01/07    75
Allegiance Tel                       11.750%  02/15/08    50
Allegiance Tel                       12.875%  05/15/08    50
Amer & Forgn Pwr                      5.000%  03/01/30    69
Antigenics                            5.250%  02/01/25    74
Atherogenics Inc                      1.500%  02/01/12    51
Atlantic Coast                        6.000%  02/15/34     6
Bank New England                      8.750%  04/01/99     9
Bank New England                      9.500%  02/15/96    14
Bank New England                      9.875%  09/15/99     8
Better Minerals                      13.000%  09/15/09    70
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    57
Calpine Corp                          4.000%  12/26/06    70
Calpine Gener Co                     11.500%  04/01/11    35
Cell Therapeutic                      5.750%  06/15/08    74
CHS Electronics                       9.875%  04/15/05     1
Collins & Aikman                     10.750%  12/31/11     4
Complete Mgmt                         8.000%  12/15/03     0
Dairy Mart Store                     10.250%  03/15/04     0
Decode Genetics                       3.500%  04/15/11    72
Delco Remy Intl                       9.375%  04/15/12    38
Delco Remy Intl                      11.000%  05/01/09    39
Delta Air Lines                       2.875%  02/18/24    58
Delta Air Lines                       7.700%  12/15/05    56
Delta Air Lines                       7.900%  12/15/09    53
Delta Air Lines                       8.000%  06/03/23    57
Delta Air Lines                       8.300%  12/15/29    48
Delta Air Lines                       9.000%  05/15/16    53
Delta Air Lines                       9.250%  03/15/22    55
Delta Air Lines                       9.750%  05/15/21    54
Delta Air Lines                      10.000%  08/15/08    54
Delta Air Lines                      10.000%  12/05/14    58
Delta Air Lines                      10.125%  05/15/10    55
Delta Air Lines                      10.375%  02/01/11    45
Delta Air Lines                      10.375%  12/15/22    58
Delta Mills Inc                       9.625%  09/01/07    14
Deutsche Bank NY                      8.500%  11/15/16    73
Diamond Triumph                       9.250%  04/01/08    55
Diva Systems                         12.625%  03/01/08     0
Dura Operating                        8.625%  04/15/12    36
Dura Operating                        9.000%  05/01/09     8
Empire Gas Corp                       9.000%  12/31/07     1
Encysive Pharmacy                     2.500%  03/15/12    70
Exodus Comm Inc                       4.750%  07/15/08     0
Fedders North AM                      9.875%  03/01/14    48
Finova Group                          7.500%  11/15/09    27
Florsheim Group                      12.750%  09/01/02     0
Ford Motor Co                         6.625%  02/15/28    73
Ford Motor Co                         7.400%  11/01/46    75
Ford Motor Co                         7.700%  05/15/97    75
Global Health Sc                     11.000%  05/01/08     8
Golden Books Pub                     10.750%  12/31/04     0
Gulf States Stl                      13.500%  04/15/03     0
Hills Stores Co                      12.500%  07/01/03     0
Home Prod Intl                        9.625%  05/15/08    26
Insight Health                        9.875%  11/01/11    29
Iridium LLC/CAP                      10.875%  07/15/05    23
Iridium LLC/CAP                      11.250%  07/15/05    22
Iridium LLC/CAP                      13.000%  07/15/05    23
Iridium LLC/CAP                      14.000%  07/15/05    22
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    21
Kaiser Aluminum                      12.750%  02/01/03     0
Kellstrom Inds                        5.750%  10/15/02     0
Keystone Cons                         9.625   08/01/07    42
Kmart Corp                            8.990%  07/05/10    10
Kmart Corp                            9.350%  01/02/20    12
Kmart Corp                            9.780%  01/05/20    10
Liberty Media                         3.750%  02/15/30    63
Liberty Media                         4.000%  11/15/29    67
LTV Corp                              8.200%  09/15/07     0
MacSaver Financl                      7.400%  02/15/02     0
MacSaver Financl                      7.875   08/01/03     2
Motorola Inc                          5.220%  10/01/97    74
New Orl Grt N RR                      5.000%  07/01/32    71
Nexprise Inc                          6.000%  04/01/07     0
Northern Pacific RY                   3.000%  01/01/47    56
Northern Pacific RY                   3.000%  01/01/47    56
Northwest Airlines                    7.875%  03/15/08    71
Northwest Airlines                    8.7005  03/15/07    72
Northwest Airlines                    8.875%  06/01/06    71
Northwest Airlines                   10.000%  02/01/09    72
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    75
Nutritional Src                      10.125%  08/01/09    66
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09    11
Outboard Marine                       9.125%  04/15/17     1
Pac-West Telecom                     13.500%  02/01/09    10
Pac-West Telecom                     13.500%  02/01/09    20
Pegasus Satellite                     9.750%  12/01/06     8
Pegasus Satellite                    12.375%  08/01/08     0
Pegasus Satellite                    12.500%  08/01/07     0
Phar-Mor Inc                         11.720   12/31/49     3
Piedmont Aviat                       10.350%  03/28/11     2
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Primus Telecom                        3.750%  09/15/10    63
Primus Telecom                        8.000%  01/15/14    70
PSINET Inc                           11.500%  11/01/08     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     0
RJ Tower Corp.                       12.000%  06/01/13     7
SLM Corp                              5.000%  12/15/28    73
Spacehab Inc                          5.500%  10/15/10    65
Tech Olympic                          7.500%  03/15/11    74
Tech Olympic                          7.500%  01/15/15    71
Tom's Food Inc                       10.500%  11/01/04     2
United Air Lines                      8.390   01/21/11     0
United Air Lines                     10.110%  02/31/49     0
US Air Inc.                          10.680%  06/27/08     0
USAutos Trust                         2.212%  03/03/11     7
Vesta Insurance Group                 8.750%  07/15/25     5
Werner Holdings                      10.000%  11/15/07     5
Wheeling-Pitt St                      5.000%  08/01/11    74
Wheeling-Pitt St                      6.000%  08/01/10    74

                             *********

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

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

A list of Meetings, Conferences and Seminars appears in each
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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
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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
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Monthly Operating Reports are summarized in every Saturday edition
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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
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$25 each.  For subscription information, contact Christopher Beard
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                    *** End of Transmission ***