TCR_Public/070514.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 14, 2007, Vol. 11, No. 113

                             Headlines

ACE SECURITIES: Fitch Cuts Rating on Two Certificate Classes
ADVANCED MARKETING: Gets OK to Sell U.K. Subsidiaries and Bookwise
ADVANCED MARKETING: Panel Can Hire Freshfields as England Counsel
AEROFLEX INC: S&P Junks Rating on Proposed $245 Million Term Loan
ALLIED HOLDINGS: Joint Chapter 11 Plan of Reorganization Confirmed

ALLIED WASTE: Inks Underwriting Agreement with Goldman Sachs
ALLIED WASTE: Fitch Upgrades Issuer Default Rating to B+
ALTERNATIVE LOAN: Moody's Rates Class B-1 Certificates at Ba2
AMEREN CORPORATION: Earns $123 Million in First Quarter 2007
AMERICAN CAMSHAFT: Panel Seeks May 30 Admin. Claims Bar Date

AMERICAN CAMSHAFT: Wants Plan Filing Period Extended Until Aug. 7
AMERICAN CAMSHAFT: Can Hire Miller Johnson as Special Counsel
ARMOR HOLDINGS: Earns $36 Million in First Quarter Ended March 31
ASARCO LLC: Wants Amended Purchase Pact with Globeville Approved
ASARCO LLC: Wants CAP Contract Term Extended to 100 Years

ASH HOLDING: Case Summary & 20 Largest Unsecured Creditors
ATLANTIC HOLDINGS: Moody's Upgrades Senior Debt Ratings to Ba1
AURIGA LABORATORIES: Brings In Elliot Maza to Board of Directors
B&G FOODS: To Offer 14 Million Shares of Class A Common Stock
BALLY TOTAL: Inks Pact Paying Consent Fee to Senior Note Holders

BANC OF AMERICA: Moody's Rates Class 5-B-4 Certificates at Ba2
BAUSCH & LOMB: Expects to File First Quarter Results by June 10
CALPINE CORP: March 31 Balance Sheet Upside-down by $7.6 Billion
CARAUSTAR INDUSTRIES: Reports Net Loss on Lower Sales in 1st Qtr
CARRAWAY METHODIST: Solicitation Period Extended Until June 18

CHEMED CORP: Proposes Offering of $180 Mil. Senior Notes Due 2014
CHESAPEAKE ENERGY: Prices $1 Billion Convertible Senior Notes
CIRRUS LOGIC: Earns $7.3 Million in Fourth Quarter Ended March 31
CLAIRE'S STORES: To Be Acquired by Apollo Management for $1.3 Bil.
CLAIRE'S STORES: Moody's Junks Ratings on New $935 Million Notes

CLAIRE'S STORES: S&P Junks Rating on $935 Million PIK Notes
CLEANS HARBORS: Proofs of Claim Must be Filed by June 22
COEUR D'ALENE: Enters Into $1.1 Bil. Merger w/ Bolnisi & Palmarejo
COMPLETE RETREATS: Ultimate Resort Closes Acquisition Deal
CONGOLEUM CORP: Court Approves Forman Holt as FCR's Co-Counsel

CONTINUUM HEALTH: Swaps $443,207 in Debt for 3 Mil. Common Shares
DAIMLERCHRYSLER AG: Cerberus is Likely Buyer for Chrysler Group
DLJ COMMERCIAL: Moody's Holds Ba2 Rating on Class B-4 Certificates
DYNEGY INC: Subsidiary Wants to Increase Credit Facility by $650MM
ENCYSIVE PHARMA: Has $122 Mil. Stockholders' Deficit at March 31

ENDOCARE INC: Net Loss Lowers to $3.2MM in 1st Qtr Ended March 31
ENERGY PARTNERS: Tim Woodall Resigns as Chief Financial Officer
FAIRFAX FINANCIAL: Commences Registered Notes Exchange Offering
GEORGIA GULF: Amends Senior Secured Credit Facility
GLOBAL CARGO: Case Summary & 20 Largest Unsecured Creditors

GOODYEAR TIRE: Moody's Upgrades Corporate Family Rating to Ba3
GOODYEAR TIRE: Planned Debt Reduction Cues S&P's Positive Watch
GRAFTECH INT'L: Improved Cash Flow Cues S&P to Upgrade Ratings
GRAMERCY COURT: Court OKs Use of Secured Lenders' Cash Collateral
GRAMERCY COURT: Selects Andrews Kurth as Bankruptcy Counsel

HANCOCK FABRICS: Corporate Revitalization Can Supply Interim Staff
HANCOCK FABRICS: Dean Abraham Resigns as Senior Vice President
HMA SALES: Case Summary & 20 Largest Unsecured Creditors
HOKULANI SQUARE: Case Summary & 3 Largest Unsecured Creditors
HOME EQUITY: Moody's Puts Low-B Ratings on Class B-1 & B-2 Certs.

IDIA NETWORK: Case Summary & 13 Largest Unsecured Creditors
IMCO INC: Voluntary Chapter 11 Case Summary
INTERPUBLIC GROUP: Fitch Lifts Issuer Default Rating to BB-
INTRAMETRICS CORP: Voluntary Chapter 11 Case Summary
IPCS INC: Apollo Sells 1.3 Million IPCS Shares to Bank of America

JETBLUE AIRWAYS: Dave Barger Assumes Chief Executive Officer Seat
JETBLUE AIRWAYS: CEO Replacement Cues S&P's Negative Watch
JOHN B SANFILIPPO: Posts $6.2 Mil. Net Loss in Qtr Ended Mar. 29
KB HOMES: Receives Takeover Offer for French Subsidiary
LB-UBS COMMERCIAL: Moody's Junks Rating on $4.8MM Class Q Certs.

LEAR CORP: S&P Rates Proposed $3.6 Billion Senior Facilities at B
LEBARON DRYWALL: Want to Hire Erik Leroy as Co-Counsel
MAGNOLIA VILLAGE: Can Assign Real Property Leases to Basin Street
MAGNOLIA VILLAGE: Can Sell Properties to Flocchini for $23 Million
MESABA AVIATION: AMFA Objects to Excessive Airline Executive Pay

METCARE RX: Can Hire Norris McLaughlin as Bankruptcy Counsel
METCARE RX: Trustee Picks 3-Member Unsecured Creditors' Committee
METCARE RX: Committee Taps Platser Swergold as Bankruptcy Counsel
MGM MIRAGE: Fitch Rates $750 Million Senior Unsecured Notes at BB
MIRANT CORPORATION: Posts $52 Mil. Loss in Quarter Ended April 1

MORRIS PUBLISHING: Weak Performance Cues S&P's Negative Watch
NATIXIS REAL: Moody's Rates 2007-HE2 Class B-4 Certs. at Ba1
NEW CENTURY: Selects AP Services LLC as Crisis Managers
NEW CENTURY: Picks Heller Ehrman as Audit Panel's Special Counsel
NORTEL NETWORKS: Selects Alvio Barrios as Pres. for CALA Region

NOVASTAR MORTGAGE: Fitch Takes Various Rating Actions on 13 Issues
OCCULOGIX INC: Posts Net Loss of $4.3 Mil. in Qtr Ended March 31
REAL ESTATE ASSOCIATES: Posts $209,000 Net Loss in First Quarter
RIVIERA HOLDINGS: Moody's Rates $245 Million Senior Loans at B2
RIVIERA HOLDING: S&P Rates Planned $245 Mil. Credit Facility at B+

SALEM PLASTICS: Case Summary & 17 Largest Unsecured Creditors
SAMSONITE CORP: Jan. 31 Balance Sheet Upside-Down by $222 Million
SAVVIS INC: Completes $345MM Offering of Convertible Senior Notes
SEA CONTAINERS: Can Implement Non-Insider Retention Plan
SEARS HOLDINGS: Initiates Brand Positioning to Deflect Competition

SHAW COMMS: Earns CDN$79.8 Mil. in Second Qtr. Ended February 28
SILVER STAR: Discloses Debt Restructuring Developments
SPECTRUM BRANDS: Posts $237 Million Loss in Second Quarter 2007
STRONGBOW EXPLORATION: Gets Final Court OK for Plan of Arrangement
TARGETED GENETICS: Posts $3.8 Million Net Loss in Qtr Ended Mar 31

THERMADYNE HOLDINGS: Moody's Revises Outlook to Stable from Neg.
THINKPATH INC: Amends Agreement and Merger Plan with the Kennedys
TOUSA INC: Incurs $66 Million Net Loss in Quarter Ended March 31
U.S. CORRUGATED: Moody's Rates Proposed $125 Million Notes at B3
VICAR OPERATING: S&P Rates Proposed $160 Mil. Term Loan C at BB-

WAMU MORTGAGE: Moody's Puts Low-B Ratings on Two 2007-OA4 Certs.
WCI COMMUNITIES: Posts $15.8 Million Net Loss in First Qtr. 2007
WORNICK CO: Liquidity Concerns Cues S&P's Downgrade to CCC
XEROX CORP: Completed Offer Cues S&P to Lift Rating from BB+
YOUNG BROADCASTING: March 31 Balance Sheet Upside-Down by $176MM

* BOND PRICING: For the week of May 7 - May 11, 2007

                             *********

ACE SECURITIES: Fitch Cuts Rating on Two Certificate Classes
------------------------------------------------------------
Fitch has taken rating actions on these classes of Ace Securities
Corporation issues:

Series 2005-HE2

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10, rated 'BBB-'; placed on Rating Watch Negative;
    -- Class B-1 downgraded from 'BB+' to 'BB';
    -- Class B-2 downgraded from 'BB' to 'BB-'.

Series 2006-HE1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA';
    -- Class M-5 affirmed at 'AA-';
    -- Class M-6 affirmed at 'A+';
    -- Class M-7 affirmed at 'A';
    -- Class M-8 affirmed at 'A-';
    -- Class M-9, rated 'BBB+'; placed on Rating Watch Negative;
    -- Class M-10, rated 'BBB'; placed on Rating Watch Negative.

Series 2006-HE2

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11, rated 'BB'; placed on Rating Watch Negative.

The affirmations, affecting approximately $2.58 billion of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.  The negative rating
actions affecting approximately $103.69 million of the outstanding
balances reflect deterioration in the relationship between credit
enhancement and expected losses.

In series 2005-HE2, classes M-10 is placed on Rating Watch
Negative and classes B-1 and B-2 (approximately $23.8 million in
aggregate) have been downgraded due to trends in the relationship
between serious delinquency and CE.  After 25 months of seasoning,
the 60+ delinquency (including loans in bankruptcy, foreclosure
(FC), and REO) is 29.39% of the current collateral balance, above
the age-adjusted 2006 vintage industry average of 16.02%. 13.02%
of the current collateral balance is in FC and REO.  The
annualized excess spread, including cash flow pledged to the trust
from interest rate derivatives, currently available to absorb
losses is 2.77%.

In series 2006-HE1, classes M-9 and M-10 (approximately $58.3
million in aggregate) are placed on Rating Watch Negative due to
trends in the relationship between serious delinquency (DQ) and
CE. After 14 months of seasoning, the 60+ delinquency (including
loans in bankruptcy, FC, and REO) is 19.88% of the current
collateral balance, above the age-adjusted 2006 vintage industry
average of 12.84%.  13.07% of the current collateral balance is in
FC and REO.  The annualized excess spread, including cash flow
pledged to the trust from interest rate derivatives, currently
available to absorb losses is 1.53%.

In series 2006-HE2, class M-11 is placed on Rating Watch Negative
due to trends in the relationship between serious delinquency (DQ)
and credit enhancement.  After 12 months of seasoning, the 60+ DQ
(including loans in bankruptcy, FC, and REO) is 17.22% of the
current collateral balance, which is notably higher than the age-
adjusted 2006 vintage industry average of 12.07%. 8.96% of the
current collateral balance is in FC and REO.  The annualized
excess spread, including cash flow pledged to the trust from
interest rate derivatives, currently available to absorb losses is
2.34%.

As of the April distribution date, the transactions listed above
are seasoned from 12 (2006-HE2) to 25 (2005-HE2) months.  The pool
factors (current principal balance as a percentage of original)
range approximately from 31% (2005-HE2) to 75% (2006-HE2).

For all three transactions, the underlying collateral consists of
fully amortizing 15- to 30-year fixed- and adjustable-rate
mortgages secured by first and second liens extended to subprime
borrowers.  The mortgage loans were acquired by various
originators and are master serviced by Wells Fargo Bank, N.A.,
which is rated 'RMS1' by Fitch.


ADVANCED MARKETING: Gets OK to Sell U.K. Subsidiaries and Bookwise
------------------------------------------------------------------
The Hon. Judge Christopher S. Sontchi of the United States
Bankruptcy Court for the District of Delaware allowed Advanced
Marketing Services Inc.'s entry into, and performance under, two
separate stock purchase agreements dated April 5, 2007, as
amended, with:

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

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

The twice-amended Bookwise Stock Purchase Agreement provides
that:

    (a) The Purchase Price to be paid by Brumby to AMS at Closing
        will be:

        * AUD200,000 in cash plus the Closing Deficiency Amount,
          if any, for the Shares of Bookwise International;

        * $100,000 in cash for the Shares of Bookwise Asia; and

        * $24,273 in cash for the Selected APG Inventory.

    (b) One or both of Bookwise International and Bookwise Asia
        will have transferred to AMS a total of $210,000 in
        immediately available funds via wire transfer to an
        account designated by AMS.  Except as set forth, AMS will
        have no obligation to ensure that sufficient funds are
        available to satisfy this condition.  Brumby agrees that
        to the extent that sufficient funds are not available to
        pay the full Pre-Closing Inter-Company Payment Amount:

         -- one or both of the Companies will transfer all funds
            available for the purpose to AMS; and

         -- Brumby agrees that the difference between the Pre-
            Closing Inter-Company Payment Amount and the Available
            Funds Amount will be added to the Purchase Price for
            the Shares of Bookwise International.

        Upon the earlier of the payment of the Pre-Closing Inter-
        Company Payment Amount or, if applicable, the Closing
        Deficiency Amount, any outstanding inter-company accounts
        receivable and accounts payable between either of the
        Companies and AMS or any of its affiliates will be deemed
        settled and released.

    (c) the term "Selected APG Inventory" will mean certain
        inventory of APG located in Australia or Singapore and
        consigned by AMS to either of Bookwise International and
        Bookwise Asia.  For the avoidance of doubt, the Selected
        APG Inventory will not include inventory purchased by
        Baker & Taylor Inc., pursuant to the terms and conditions
        of an Asset Purchase Agreement, dated as of Feb. 16, 2007,   
        as amended, between AMS and Baker & Taylor.

The amended U.K. Stock Purchase Agreement, on the other hand,
reflects that:

    (a) Subject to the terms and conditions of the U.K. Sale's
        Purchase Agreement, Mr. Hughes and Ms. Goodman desire to
        purchase from AMS all of the Shares and the Selected APG
        Inventory, free and clear of any liens as provided by the
        Court approval on the U.K. Sale's Purchase Agreement; and

    (b) The term "Selected APG Inventory" will mean inventory of
        APG located in the U.K., and consigned by AMS to either
        of Publishers Group UK and H.I. Marketing.  For the
        avoidance of doubt, the Selected APG Inventory will not
        include inventory purchased by Baker & Taylor, pursuant to
        the terms and conditions of that the APA, dated as of
        February 16, 2007, as amended, between AMS and Baker &
        Taylor.

As reported in the Troubled Company Reporter on April 23, 2007,
Advanced Marketing Services Inc. also asked the Court to determine
that the sale and transfer of the Shares and the Selected APG
Inventory are free and clear of Liens.

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

    (i) $50,000 for the Shares; and

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

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

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the Buyers have agreed to
participate in an auction for the companies and the Selected APG
Inventories, subject to bid procedures provided for in the
Purchase Agreements, and the receipt of higher and better offers.

                     About Advanced Marketing

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

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.  

The Debtors' exclusive period to file a plan expires on Aug. 10,
2007.  (Advanced Marketing Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


ADVANCED MARKETING: Panel Can Hire Freshfields as England Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized the Official Committee of Unsecured Creditors in
Advanced Marketing Services Inc. and its debtor-affiliates'
Chapter 11 cases to retain Freshfields Bruckhaus Deringer as its
special counsel, nunc pro tunc to March 7, 2007.

As reported in the Troubled Company Reporter on April 1, 2007,
Freshfields will provide legal services relating to the laws of  
England in connection with the proposed structure of certain  
sales of assets, William C. Sinnott of Random House Inc., the  
Committee chairperson, said.

Mr. Sinnott related that the need for Freshfields' services first  
arose on March 7, 2007, shortly after the prospective purchaser,  
Baker & Taylor Inc., made a revised proposal which involves, in  
part, AMS purchasing the stock of two non-debtor English indirect  
subsidiaries from Advanced Marketing (Europe) Ltd., a wholly  
owned non-debtor subsidiary of AMS.  As a result of the revised  
structure, the Creditors Committee found it prudent to retain  
counsel in England to review the revised structure and advise  
whether it was likely to result in any material adverse
implications and consequences to the Debtors' estates.  Similar  
advice may also be required by the Committee regarding the  
potential sales of assets of other AMS subsidiaries in England.

The Creditors Committee selected Freshfields because of its  
reputation, experience and knowledge with respect to the matters  
for which it is to be engaged, and because of its unique ability  
in this case to mobilize a team of attorneys on an expedited  
basis to perform the services.

Freshfields will be compensated on an hourly basis, plus  
reimbursement of the actual and necessary expenses that it incurs  
in accordance with the ordinary and customary rates in effect on  
the date the services are rendered.

The firm's hourly rates are:

        Professional                          Hourly Rate
        ------------                          -----------
        Partner
          Nick Segal, Esq. (Finance)             $1,225
          Robert Kent, Esq. (Tax)                $1,315

        Senior Associate
          Adam Gallagher, Esq. (Finance)           $930

        Associates
          Ian Wallace, Esq. (Finance)              $570
          Susanna Pine, Esq. (Tax)                 $500

Mr. Segal assured the Court that Freshfields represents no other  
entity having an adverse interest in connection with the Debtors'  
Chapter 11 cases, and that Freshfields is a "disinterested  
person" as defined in Section 101(14) of the Bankruptcy Code.

                     About Advanced Marketing

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

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.  

The Debtors' exclusive period to file a plan expires on Aug. 10,
2007.  (Advanced Marketing Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


AEROFLEX INC: S&P Junks Rating on Proposed $245 Million Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Plainview, New York-based Aeroflex Inc., a
manufacturer of microelectronics and test equipment.  The outlook
is positive.
     
At the same time, S&P assigned its 'B+' bank loan rating and '1'
recovery rating to the company's proposed $435 million U.S.-based
first-lien credit facilities, consisting of a $60 million
revolving credit and a $375 million term loan, indicating that
lenders can expect full recovery of principal in the event of
payment default.  S&P assigned its 'B' bank loan rating and '2'
recovery rating to the proposed $100 million first-lien U.K.-based
term loan, indicating that lenders can expect substantial (80%-
100%) recovery of principal in the event of payment default.  S&P
assigned its 'CCC+' bank loan rating and '5' recovery rating to
the proposed $245 million second-lien term loan, indicating that
lenders can expect nominal (0-25%) recovery of principal in the
event of payment default.  All ratings are based on preliminary
offering statements and are subject to review upon final
documentation.
     
Proceeds will be used to fund the leveraged acquisition of the
company by General Atlantic LLC and Francisco Partners for about
$1.2 billion.
      
"The ratings reflect the company's niche product positions,
acquisitive growth strategies, and high leverage at inception,"
said Standard & Poor's credit analyst Lucy Patricola.  "Partial
offsets include stable operating trends, good revenue visibility,
and barriers to entry protecting the company's markets."
     
The company's microelectronics segment consists of niche products
that address highly specific conditions, including high-
performance ASICS, high-reliability microelectronics, and
radiation-tolerant semiconductors.  Products are largely used by
the U.S. defense and aerospace contractors, which accounts for 58%
of the segment's revenues.  The company's product position is
strong, evidenced by leading market share in the niche and primary
or sole supplier status.  Barriers to entry are high, based on the
company's patented technology and specialized certifications.  
Still, addressable markets are small and the company is vulnerable
to overall levels of U.S.-based defense spending.  Other markets
for the company's specialized product base, medical devices and
commercial broadband, provide some offset.
     
The company's test division also pursues a niche strategy in
specialty markets with small leading positions addressing avionics
and radio communication.  The wireless market, and general purpose
test, 35% of the segment's revenues, is subject to competition
from much larger peers.  While this business is lower margin than
the microelectronics segment, it does provide some diversity to
the company's revenue base.
     
Ratings derive considerable support from the company's secure,
niche product positions with high barriers to entry and stable,
predictable revenues.  The rating could be raised if the company
realizes additional cost savings from discontinuing an
unprofitable product line and other restructuring actions, while
sustaining its base of operations.  Such a development would
likely increase profitability, thereby lowering leverage to
the mid-6x area.  The outlook could be revised to stable if these
savings are not achieved, or the company pursues a debt-financed
acquisition growth strategy such that leverage remains at current
levels.


ALLIED HOLDINGS: Joint Chapter 11 Plan of Reorganization Confirmed
------------------------------------------------------------------
The Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia confirmed Allied Holdings Inc. and
its debtor-affiliates' joint Chapter 11 Plan of Reorganization co-
sponsored by the Teamsters National Automobile Transportation
Industry Negotiating Committee, Yucaipa American Alliance Fund I,
LP and Yucaipa American Alliance (Parallel) Fund I LP.

The Plan Proponents expect their Joint Plan to become effective
prior to June 1, 2007, once all closing conditions of the plan
have been met.  As previously announced, at Debtors' option, it
may convert its current debtor-in-possession credit facility into
exit financing, subject to certain conditions.

Current holders of the Debtors' common stock, which has recently
traded on the Pink Sheets under the symbol "AHIZQ.PK," will not
receive any distributions under the Joint Plan of Reorganization.
These equity interests will be canceled upon the effectiveness of
the Joint Plan and the unsecured creditors of AHI will receive the
new common stock to be issued in the reorganization.  Pursuant to
the Joint Plan, these new shares of common stock will be subject
to a number of transfer restrictions.  Accordingly, AHI urges
caution be exercised with respect to investments in its existing
equity securities and any of its liabilities and other securities.

                Creditor Majority Supports Plan

The Plan Proponents had obtained the requisite creditor support to
their Joint Plan of Reorganization, as more than 80% of ballots
were cast in favor of the Plan.

JPMorgan Trust Company, N.A., employed by the Debtors as claims,
noticing, and balloting agent, received and tabulated the ballots
accepting or rejecting the Plan.  Only holders of claims in
Classes 4A and 4D, and holders of insured claims, other than tort
claims, in Classes 4B and 4C were entitled to vote to accept or
reject the Plan.

Holders of priority non-tax claims and workers' compensation
claims in Classes 2 and 3, will recover 100 cents to the dollar
on their claims, and consequently, were deemed to accept the
Plan.  Holders of Class 5 - Intercompany Claims and Class 6 -
Subordinated General Unsecured Claims, and holders of equity
interests in Class 7, which claimants are not entitled to any
recovery, are deemed to reject the Plan.

Section 1129(a)(8) requires that each class of claims or
interests under a plan has either accepted the plan or not be
impaired under the plan.  Pursuant to Section 1126(c), a class of
claims has accepted the plan if creditors holding at least two-
thirds in amount and more than one-half in number of the allowed
claims of the class voted in favor of the plan.

If all requirements for confirmation are met, except that not all
impaired classes of claims have accepted the plan, the Court may
still approve the plan provided that the "cram down" requirements
of Section 1129(b) are met.  To satisfy the "cram down"
requirements, the Plan must not discriminate unfairly and is fair
and equitable with respect to the impaired claims.

Jeffrey Pirrung, vice president of Administar Services Group, a
consultant to JPMorgan, certified these results, as amended, to
the Court:

                                  TOTAL BALLOTS RECEIVED
                               ---------------------------
                               ACCEPT               REJECT
                           ----------------     ----------------
    CLASSES                AMOUNT    NUMBER     AMOUNT    NUMBER
    -------                ------    ------     ------    ------
  Class 4A             $139,981,122      81   $6,522,543      14
  General                  (95.5%)   (85.3%)     (4.5%)   (14.7%)
  Unsecured Claims

  Class 4B                     $0         0         $0         0
  Insured Claims             (N/A)     (N/A)      (N/A)     (N/A)

  Class 4C                     $0         0         $0         0
  Other                      (N/A)     (N/A)      (N/A)     (N/A)
  Insured Claims

  Class 4D               $1,710,958     559     $227,877     113
  Claims of Cash Out        88.2%     83.2%      11.8%     16.8%
  Holders

                   Plan Satisfies Requirements

On the Debtors' behalf, Jeffrey W. Kelley, Esq., at Troutman
Sanders LLP, in Atlanta, Georgia, asserted that the Plan
Proponents and their Plan have complied with the provisions of
Section 1129(a) of the Bankruptcy Code:

A. Pursuant to Section 1129(a)(1), the Plan complies fully with
   the requirements of Sections 1122 and 1123, which govern
   classification of claims and contents of a plan, as well as
   other applicable provisions of the Bankruptcy Code.

   In compliance with Section 1122(a), the Plan designates nine
   classes of claims reflecting the differences in their legal
   nature or priority, and three classes of interests.  In
   addition, the Claims and Interests within each Class are
   substantially similar as required by Section 1122.

   The Plan complies with the seven requirements of Section
   1123(a), including Sections 1123(a)(2) and 1123(a)(3) by
   specifying whether each Class of Claims and Interests is
   Impaired under the Plan and the treatment of each Class.

B. In compliance with Section 1129(a)(2), the Plan Proponents
   have complied with the provisions of Section 1125, regarding
   disclosure and Plan solicitation and other provisions of the
   Bankruptcy Code.

   By order dated April 5, 2007, the Court specifically found
   that the disclosure statement to the Plan contained adequate
   information within the meaning of Section 1125.  In addition,
   the Court approved all materials used in connection with the
   solicitation, the timing and method of delivery of the
   solicitation materials, and the rules for tabulating votes to
   accept or reject the Plan.

   The Debtors transmitted the solicitation materials to the
   Claim Holders and other parties-in-interest, and published
   notices of the confirmation hearing in several national and
   regional newspapers.

C. To comply with Section 1129(a)(3), the Plan was proposed in
   good faith and not by any means forbidden by law.

   The Plan Proponents believe that the Plan accomplishes a
   successful reorganization, thereby maximizing the value of
   recovery to claimholders consistent with the objectives of the
   Bankruptcy Code.  The Debtors have actively involved their
   creditor-constituencies in the Plan formulation process.

   The Plan is the end product of arm's-length negotiations among
   the Debtors, IBT, Yucaipa and the Official Committee of
   Unsecured Creditors.

   The Plan Proponents' good faith in proposing the Plan is
   further evidenced by the support of the Creditors Committee
   and the overwhelming acceptance of the Plan by Holders of
   Claims in Classes 4A and 4D.

D. Pursuant to Section 1129(a)(4), the Plan provides that
   all payments made or to be made by the Debtors for services or
   costs and expenses incurred in connection with their Chapter
   11 cases, including professional claims, have been approved
   by, or are subject to approval of, the Court as reasonable.

E. In accordance with Section 1129(a)(5), the Plan Proponents
   intend to file a notice of designation of the Board of
   Directors of Reorganized Allied Holdings on or before the
   confirmation hearing.  The Directors will select the
   management of the reorganized company.

F. The Plan Proponents maintain that Section 1129(a)(6) is not
   applicable because the Plan is not premised on any rate
   changes or the establishment of rates over which any
   regulatory commission has jurisdiction or will have
   jurisdiction after confirmation of the Plan.

G. In accordance with Section 1129(a)(7), the Plan is in the best
   interests of all creditors of the Debtors.  The liquidation
   analysis demonstrates that the proceeds in a Chapter 7
   liquidation of the Debtors would result in no recovery to
   holders of general unsecured claims, whereas under the Plan,
   holders of those claims will receive Distributions valued at
   as much as 50%.  The Plan and the reorganization valuation
   analyses attached to the Disclosure Statement demonstrate that
   the Plan affords creditors greater recoveries than would a
   liquidation.

H. Section 1129(a)(8) of the Bankruptcy Code requires that each
   class of impaired claims or interests accepts the plan, as
   follows:

     (A) the class has accepted the plan; or
     (B) the class is not impaired under the plan.

   Creditors, who are entitled to vote -- Classes 4A and 4D --
   overwhelmingly approved the Plan.  About 85.3% in number and
   95.5% in amount of valid Class 4A Ballots voted to accept the
   Plan, and 83.2% in number and 88.2% in amount of valid Class
   4D Ballots voted to accept the Plan.

   Classes 1, 2 and 3 are unimpaired under the Plan and therefore
   are conclusively presumed to have accepted the Plan.  Holders
   of Claims and Interests in 5, 6 and 7A through 7C are not
   entitled to receive any distributions under the Plan and
   therefore are conclusively presumed to have rejected the Plan.

   However, the Plan satisfies the cramdown requirements of
   Section 1129(b) with respect to Classes 5, 6 and 7A through
   7C because:

      * the Plan does not discriminate unfairly with respect to
        those classes; and

      * the Plan is fair and equitable with respect to those
        non-accepting impaired Classes.

I. The Plan provides for payment of all allowed administrative
   claims, priority tax claims and other Priority claims in
   accordance with Section 1129(a)(9).

J. In compliance with Section 1129(a)(10), at least one class of
   impaired claims has accepted the Plan.  Classes 4A and 4D are
   impaired Classes of Claims that have voted to accept the Plan.

K. The Plan is feasible within the meaning of Section
   1129(a)(11).  The pro forma projections attached to the
   Disclosure Statement indicate that the Debtors, as
   reorganized, will be financially viable, and that the Debtors'
   Chapter 11 cases will not be followed by liquidation or the
   need for further financial assistance.

L. As required by Section 1129(a)(12), all fees payable under
   28 U.S.C. Section 1930 have been or will be paid in cash on or
   before the Effective Date.

M. In compliance with Section 1129(a)(13), the Plan adequately
   and properly treats retiree benefits at levels established
   pursuant to Section 1114.

The reorganized Debtors will continue to pay all retiree benefits
to the extent that they have been modified in accordance with
Section 1114 of the Bankruptcy Code.

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


ALLIED WASTE: Inks Underwriting Agreement with Goldman Sachs
------------------------------------------------------------
Allied Waste Industries Inc. entered into an underwriting
agreement with Goldman, Sachs & Co. and affiliates of Apollo
Advisors II L.P., pursuant to which the Apollo Affiliates have
agreed to sell 32,764,897 shares of Allied common stock to
Goldman, Sachs & Co. at a price of $13.46 per Share.

The company said that has received no proceeds in connection
with the offering.  Allied Waste said that the offering had
closed on May 10, 2007.

The company disclosed that Apollo Investment Fund III L.P.,
Apollo Investment Fund IV L.P., Apollo Overseas Partners III L.P.,
Apollo Overseas Partners IV, L.P., Apollo Partners III L.P., AIF
III/AWI/RR LLC and Apollo/AW LLC are Apollo Advisor II L.P.'s
affiliates.  

A full-text copy of the Under Writing Agreement is available for
free at http://ResearchArchives.com/t/s?1ee3

Allied Waste Industries Inc. (NYSE: AW) provides waste collection,
transfer, recycling, and disposal services for residential,
commercial, and industrial customers in the United States and
Puerto Rico.  The company is based in Scottsdale, Arizona.


ALLIED WASTE: Fitch Upgrades Issuer Default Rating to B+
--------------------------------------------------------
Fitch Ratings has upgraded the following ratings on Allied Waste
Industries Inc. (NYSE: AW) and its Allied Waste North America and
Browning-Ferris Industries subsidiaries, as:

Allied Waste Industries Inc. (AW)

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

Allied Waste North America (AWNA)

    -- IDR to 'B+' from 'B';
    -- Secured credit facility rating to 'BB+/RR1' from 'BB/RR1';
    -- Senior secured notes rating to 'BB/RR2' from 'B+/RR3'.

Browning-Ferris Industries (BFI)

    -- Senior secured notes rating to 'BB/RR2' from 'B+/RR3'.

In addition, Fitch has affirmed its rating of AWNA's senior
unsecured notes at 'B', although the recovery rating has been
changed to 'RR5' from 'RR4'.  Fitch has also affirmed its ratings
on AW's senior subordinated convertible debentures at 'CCC+/RR6'
and AW's series D mandatory convertible preferred stock at
'CCC+/RR6'.  Fitch's ratings apply to approximately $7 billion in
debt.  The Rating Outlook is Stable.

The ratings for AW, AWNA and BFI, reflect the improvement in the
non-hazardous waste services company's credit profile over the
past two years as it has used free cash flow to reduce its heavy
debt load.  Although AW's EBITDA margin is lower than it was
several years ago, it is in-line with the company's peers and is
expected to increase as the industry takes a more disciplined
approach to pricing and efficiency improvements limit expense
growth.  As each of the three largest waste services companies is
now focused on increasing margins over volumes, prospects are good
for the continued durability of the positive pricing environment,
which should lessen the probability that the industry will return
to the weak pricing practices of the past.  However, in the near-
term, volume growth will likely remain low as AW continues to turn
away from low-margin business.  The slowdown in U.S. economic
growth could also have an effect on volumes in some lines of
business, such as roll-off containers contracted to home builders,
but overall, much of the industry's demand is relatively
insensitive to economic cycles.

Following the 1999 acquisition of BFI, AW was left with a highly
leveraged capital structure.  However, since that time, the
company has steadily reduced its debt load.  As of March 31, total
debt stood at $7.01 billion, representing a decline of
approximately $4 billion from the company's debt load immediately
following the BFI acquisition.  Over the past two years, debt has
declined by over $750 million, and EBITDA leverage has improved to
4.4 times (x) from 5.4x.  With the reduction in leverage, EBITDA
interest coverage has also improved over the same period, rising
to 3x from 2.4x. Both leverage and coverage could improve further
in 2007, as AW anticipates additional debt reduction of $260
million to $285 million during the year.  Debt reduction could be
slowed, however, in the event that the company borrows to fund
cash payments to the Internal Revenue Service.

AW's liquidity remains sufficient to cover the its anticipated
cash needs, with a March 31 cash and equivalents balance of $50
million, augmented by $1.09 billion in availability under its
revolving credit facility.  Cash obligations tied to debt
maturities are minimal in the 2007-2009 period, with the only
significant maturity being $161 million in senior notes that come
due in 2008.  Dividend payments on AW's series D mandatory
convertible preferred stock, which will mandatorily convert to
shares of common stock in March 2008, are estimated at $40 million
in 2007.  Capital spending needs will likely remain high, as AW
continues investing in its truck fleet and technology, as well as
and making ongoing investments in its landfills.  However, the
benefits of these investments are manifesting themselves in
increased employee productivity and lower maintenance spending.  
Total capital expenditures are projected to be approximately
$700 million in 2007.

Concerns primarily center on AW's capital structure, which is
still highly leveraged despite the progress on debt reduction, and
the pressure that heavy capital spending needs continue to exert
on free cash flow.  Another concern is the potential effect that
two significant IRS disputes could have on the company's leverage.  
Although the timing and ultimate outcome of the disputes are
uncertain, the potential total cash exposure for both cases could
exceed $700 million if maximum penalties are assessed.  In such a
scenario, it is likely that AW would fund a portion of the cash
payments through credit facility borrowings.

The recovery rating of 'RR1' on AW's secured credit facility
reflects its strong collateral coverage and outstanding recovery
prospects in a distressed scenario, with a full recovery expected,
while the 'RR2' recovery rating on the senior secured notes
indicates their superior recovery prospects.  Although tangible
asset coverage on the senior secured notes is not as strong as the
secured credit facility's coverage, Fitch estimates that
recoveries on the secured notes would fall into the 70%-90% range.  
The 'RR5' rating on the senior unsecured notes reflects
expectations for below average recoveries in the 10%-30% range,
largely due to the predominance of secured debt in AW's capital
structure.  The recovery rating of 'RR6' on the senior
subordinated convertible debentures and the series D mandatory
convertible preferred stock reflects poor recovery prospects of
under 10% for those securities.


ALTERNATIVE LOAN: Moody's Rates Class B-1 Certificates at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Alternative Loan Trust 2006-OA21 and
ratings ranging from Aa1 to Ba2 to subordinate certificates in the
deal.

The securitization is backed by Countrywide Home Loans, Inc. (87%)
and other mortgage lenders (13%, none individually exceeding 10%)
originated, adjustable-rate, negative amortization, Alt-A mortgage
loans.  The ratings are based primarily on the credit quality of
the loans, and on the protection from subordination.  Moody's
expects collateral losses to range from 0.85% to 1.05%.

Countrywide Home Loans Servicing LP will act as master servicer of
the loans.

The complete rating actions are:

Issuer: Alternative Loan Trust 2006-OA21

Mortgage Pass-Through Certificates, Series 2006-OA21

         * Cl. A-1, Assigned Aaa
         * Cl. A-2, Assigned Aaa
         * Cl. A-3, Assigned Aaa
         * Cl. X, Assigned Aaa
         * Cl. A-R, Assigned Aaa
         * Cl. M-1, Assigned Aa1
         * Cl. M-2, Assigned Aa1
         * Cl. M-3, Assigned Aa1
         * Cl. M-4, Assigned Aa1
         * Cl. M-5, Assigned Aa1
         * Cl. M-6, Assigned Aa2
         * Cl. M-7, Assigned Aa2
         * Cl. M-8, Assigned A1
         * Cl. M-9, Assigned A2
         * Cl. M-10, Assigned Baa3
         * Cl. B-1, Assigned Ba2


AMEREN CORPORATION: Earns $123 Million in First Quarter 2007
------------------------------------------------------------
Ameren Corporation disclosed first quarter 2007 net income of
$123 million, as compared with first quarter 2006 net income of
$70 million.

Ameren's Missouri regulated business segment, which includes
AmerenUE's electric and gas utility operations, contributed
$23 million to Ameren's net income in the first quarter of 2007,
or $12 million less than the year-ago period.  The Illinois
regulated business segment, which includes the electric and gas
distribution utility businesses of AmerenCIPS, AmerenCILCO and
AmerenIP, contributed $29 million to Ameren's net income in the
first quarter of 2007, as compared with $9 million in the year-ago
period.  The company's non-rate-regulated electric generation
segment contributed $70 million to Ameren's net income in the
first quarter of 2007, or $43 million more than the year-ago
period.

Ameren's earnings in the first quarter of 2007 were reduced by $19
million as a result of the cost of restoration efforts associated
with severe January ice storms.  Storm-related costs in the first
quarter of 2006 reduced net income by an estimated $6 million.  
Ameren's net income in the first quarter of 2007 benefited from
the reversal of a $10 million charge originally recorded in 2006
related to funding commitments for low-income energy assistance
and energy efficiency programs.  These commitments were terminated
in the first quarter of 2007 as a result of credit rating
downgrades resulting from Illinois legislative actions in the
first quarter of 2007.

At March 31, 2007, the company's balance sheet showed
$19.6 billion in total assets, $12.9 billion in total liabilities,
$195 million in subsidiaries' preferred stock, $18 million in
minority interest, and $6.5 billion in total stockholders' equity.

The company's March 31 balance sheet showed strained liquidity
with total current assets of $1.9 billion and total current
liabilities of $2.2 billion.  Cash and cash equivalents held
during the first quarter of 2007 were $161 million, an increase
from $137 million held in the prior quarter.

                        Credit Facilities

At March 31, 2007, Ameren and certain of its subsidiaries had
$2.15 billion of committed credit facilities, consisting of three
facilities, in the amounts of $1.15 billion, $500 million and $500
million maturing in July 2010, January 2010 and January 2010,
respectively.

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

"Our financial results in the first quarter of this year,
excluding storm costs, were consistent with the expectations
embedded in our full year 2007 earnings guidance," said Gary L.
Rainwater, chairman, president and chief executive officer of
Ameren Corporation.  

"More noteworthy is our continued focus on developing a
constructive solution for our customers in Illinois to help them
adjust to higher electric rates resulting from the end of a
decade-long rate freeze and expiration of power supply contracts.  
Such a solution would be far superior to legislation proposed in
the Illinois General Assembly this year to roll back rates to 2006
levels, freeze rates and provide refunds that, if enacted, would
render the Ameren Illinois utilities financially insolvent and
bankrupt unless the courts promptly intervened.  Among other
things, a rate rollback would mean that reliability would suffer
and our customers would face even higher electric bills in the
long run, as was the case in California a few years ago.  Notably,
if rate rollback legislation had been in place on Jan. 1, 2007,
the Ameren Illinois utilities would have collected approximately
$100 million less in revenues in the first quarter of 2007.  This
shortfall would likely increase over time as commercial and
industrial customers that chose alternative energy suppliers
return to the utility to take advantage of below-market electric
rates," Mr. Rainwater said.

                           About Ameren

Ameren Corporation (NYSE: AEE) through its subsidiaries, operates
as a public utility holding company in Missouri and Illinois.  It
generates, transmits, and distributes electricity; and distributes
natural gas, as well as engages in non-regulated electricity
operations.  The company was founded in 1881 and is headquartered
in St. Louis, Missouri.

                          *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on utility holding company Ameren Corp. and
subsidiaries Union Electric Co. and AmerenEnergy Generating Co. to
'BBB-' from 'BBB'.  Standard & Poor's also lowered its long-term
corporate credit rating on Ameren's Illinois subsidiaries,
Illinois Power Co., Central Illinois Public Service Co., CILCORP
Inc., and Central Illinois Light Co., to 'BB' from 'BBB-'.  The
ratings on all the companies are still on CreditWatch with
negative implications.


AMERICAN CAMSHAFT: Panel Seeks May 30 Admin. Claims Bar Date
------------------------------------------------------------
The Official Committee of Unsecured Creditors in American Camshaft
Specialties Inc. and its debtor-affiliates' chapter 11 cases asks
the U.S. Bankruptcy Court for the Eastern District of Michigan to
establish May 30, 2007, as the deadline for creditors owed money
by the Debtors on account of administrative claims arising prior
to Dec. 9, 2006, to file proofs of claim.

The committee tells the Court that it anticipates more prepetition
suppliers may request payment of claims.

American Camshaft Specialties Inc. is located at the southwest
corner of M-45 and U.S. 31, includes two plants -- ACS Grand
Haven, which is solely owned by Asimco Technologies, and a joint
venture between Nippon Piston Ring and ACS Inc.  Asimco
Technologies -- http://www.asimco.com/-- is headquartered in  
Beijing, China, and produces a wide range of power train, chassis
and diesel fuel injection products for light duty and commercial
vehicle applications.  Asimco assembles semi-fully finished cast,
steel and assembled camshafts.  Aside from its U.S. operations,
Asimco has 18 manufacturing facilities and 52 sales offices in
China and one regional office in Europe and Japan.  Asimco's major
customers are automotive-based, such as DaimlerChrysler, Ford, GM,
Cummins and CAT.

American Camshaft and three other U.S. affiliates filed for
chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich. Lead Case
No. 06-58298).  Christopher A. Grosman, Esq., and Robert A.
Weisberg, Esq., at Carson Fischer, P.L.C., represent the Debtors.
Lawyers at Schafer and Weiner PLLC represent the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors they listed estimated assets and
debts between $10 million and $50 million.


AMERICAN CAMSHAFT: Wants Plan Filing Period Extended Until Aug. 7
-----------------------------------------------------------------
American Camshaft Specialties Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to extend their exclusive period to file a combined
plan and disclosure statement until Aug. 7, 2007.

The Debtors tell the Court that they have encountered a variety of
logistical and practical issues which have made it impracticable
for them to have the ability to propose and file a plan,
including:

   a) the attempt of the Debtors' senior management to satisfy all
      filing requirements for its Chapter 11 cases; and

   b) the search for a buyer of substantially all of the Debtors'
      assets either as a going concern or as an orderly
      liquidation.

American Camshaft Specialties Inc. is located at the southwest
corner of M-45 and U.S. 31, includes two plants -- ACS Grand
Haven, which is solely owned by Asimco Technologies, and a joint
venture between Nippon Piston Ring and ACS Inc.  Asimco
Technologies -- http://www.asimco.com/-- is headquartered in  
Beijing, China, and produces a wide range of power train, chassis
and diesel fuel injection products for light duty and commercial
vehicle applications.  Asimco assembles semi-fully finished cast,
steel and assembled camshafts.  Aside from its U.S. operations,
Asimco has 18 manufacturing facilities and 52 sales offices in
China and one regional office in Europe and Japan.  Asimco's major
customers are automotive-based, such as DaimlerChrysler, Ford, GM,
Cummins and CAT.

American Camshaft and three other U.S. affiliates filed for
chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich. Lead Case
No. 06-58298).  Christopher A. Grosman, Esq., and Robert A.
Weisberg, Esq., at Carson Fischer, P.L.C., represent the Debtors.
Lawyers at Schafer and Weiner PLLC represent the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors they listed estimated assets and
debts between $10 million and $50 million.


AMERICAN CAMSHAFT: Can Hire Miller Johnson as Special Counsel
-------------------------------------------------------------
The Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court
for the Eastern District of Michigan granted the request of
American Camshaft Specialties Inc. and its debtor-affiliates to
employ Miller Johnson as their special counsel.

Miller Johnson is expected to represent the Debtors with respect
to labor, employment and immigration matters during the term of
the Debtors' Chapter 11 proceedings.  

The Debtors disclose that the firm's professionals bill:

           Professional                Hourly Rate
           ------------                -----------
           Thomas R. Wurst, Esq.           $325
           Nathan D. Platinga              $275
           Michael E. Stroster             $275
           Marcus W. Campbell              $225

Mr. Wurst assures the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

American Camshaft Specialties Inc. is located at the southwest
corner of M-45 and U.S. 31, includes two plants -- ACS Grand
Haven, which is solely owned by Asimco Technologies, and a joint
venture between Nippon Piston Ring and ACS Inc.  Asimco
Technologies -- http://www.asimco.com/-- is headquartered in  
Beijing, China, and produces a wide range of power train, chassis
and diesel fuel injection products for light duty and commercial
vehicle applications.  Asimco assembles semi-fully finished cast,
steel and assembled camshafts.  Aside from its U.S. operations,
Asimco has 18 manufacturing facilities and 52 sales offices in
China and one regional office in Europe and Japan.  Asimco's major
customers are automotive-based, such as DaimlerChrysler, Ford, GM,
Cummins and CAT.

American Camshaft and three other U.S. affiliates filed for
chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich. Lead Case
No. 06-58298).  Christopher A. Grosman, Esq., and Robert A.
Weisberg, Esq., at Carson Fischer, P.L.C., represent the Debtors.
Lawyers at Schafer and Weiner PLLC represent the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors they listed estimated assets and
debts between $10 million and $50 million.


ARMOR HOLDINGS: Earns $36 Million in First Quarter Ended March 31
-----------------------------------------------------------------
Armor Holdings Inc. posted $36 million in net profit on
$889.2 million in net revenues for the first quarter ended
March 31, 2007, as compared with $41.4 million in net profit on
$445.4 million in net revenues for the same period in 2006.

Current quarter results include a long-term performance based
compensation charge related to a long-term performance based award
approved by our Board of Directors in the first half of 2005.

At March 31, 2007, the company posted $2.6 billion in total assets
and $1.5 billion in total liabilities, resulting in an
$888.2 million total stockholders' equity.  The company held
$45.5 million in cash and cash equivalents at March 31, 2007, an
increase from $40.3 million at Dec. 31, 2006.  Working capital was
positive $116 million and negative $95 million as of March 31,
2007, and Dec. 31, 2006, respectively.

                        Capital Resources

Total debt was $896 million at March 31, 2007, and $767 million at
Dec. 31, 2006.  The company's debt is primarily made up of
$342 million of 2% Senior Subordinated Convertible Notes,
$400 million under its credit facility and $148 million of 8.25%
Senior Subordinated Notes at March 31, 2007.  Cash and cash
equivalents at March 31, 2007, and Dec. 31, 2006, were $45 million
and $40 million, respectively.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1ef5

"Our business continues to expand, as the first quarter financial
results indicate better than anticipated sales and earnings were
driven primarily by outperformance from our ground vehicle
armoring operations, which benefited from the ongoing demand for
armor components, supplemental equipment and spare parts for the
military tactical truck fleet," said Robert R. Schiller, President
& chief operating officer.  "Additionally, our OEM truck business
continued to achieve targeted rates of production, and we received
significant awards in each product category of our soldier
equipment business."

                     2007 Financial Guidance

The company reiterates anticipated fiscal 2007 financial
performance:

   -- revenues of $3.4 billion to $3.6 billion; and

   -- 2007 free cash flow of approximately $100 million, which
      excludes around $20 million from the long-term
      performance based compensation award and includes $100
      million to $120 million of capital expenditures for
      expansion of medium vehicle capacity and a ramp up of
      capability to implement LTAS for the FMTV, expanded
      ballistic materials manufacturing capability and
      additional capacity for production of the M1151/52 and
      certain soldier equipage products.

The company is revising fiscal 2007 earnings per share guidance,
to include the impact of the long-term performance based
compensation charge previously discussed:

   -- fully diluted earnings per share of $4.29 to $4.69,
      which reflects an estimated long-term performance based
      compensation charge of $0.51 for the full year.

      Excluding this charge, the Company's full year guidance
      would have been unchanged from the previously provided
      range of $4.80 to $5.20; and

   -- second quarter 2007 diluted earnings per share of $0.73
      to $0.78, which includes an estimated $0.15 after tax
      charge for the long-term compensation award as previously
      explained.  Excluding this charge, the Company's second
      quarter guidance would have been $0.88 to $0.93.

                       About Armor Holdings

Headquartered in Jacksonville, Florida, Armor Holdings, Inc. --
http://www.armorholdings.com/-- manufactures and distributes  
security products and vehicle armor systems for the law
enforcement, military, homeland security, and commercial markets.  
The company has operations in Australia, England and
Brazil.

                          *     *     *

Moody's Investors Service's confirmed its Ba3 Corporate Family
Rating for Armor Holdings Inc.  Additionally, Moody's affirmed its
B1 ratings on the company's 2% Convertible Senior Subordinated
Notes Due 2024 and 8.25% Senior Subordinated Notes Due 2013.  
Moody's assigned those debentures an LGD5 rating suggesting
noteholders will experience a 77% loss in the event of default.


ASARCO LLC: Wants Amended Purchase Pact with Globeville Approved
----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to approve the amendment to the
purchase and sale agreement they entered into with Globeville I,
LLC.

The parties had entered into a purchase and sale agreement
regarding the proposed sale of certain real property, improvements
and other assets located in the counties of Denver and Adam in
Colorado.  Under the PSA, Globeville has until a certain period of
time to conduct due diligence on ASARCO's title to the Denver
Property and ASARCO's environmental condition, Tony M. Davis,
Esq., at Baker Botts L.L.P., in Dallas, Texas, relates.

The initial Contingency Date was 90 days after entry of the
Bidding Procedures Order.  The PSA, however, gives Globeville the
right to extend the Contingency Date for two 30-day periods by
notifying ASARCO of the extension and placing $25,000 in escrow
for each extension.

The PSA also lists certain conditions precedent to ASARCO's
obligation to conduct an auction of the Denver Property,
including:

   -- the U.S. Government's agreement to remove the Environmental
      Protection Agency's liens against the property;

   -- the execution of a new consent decree with the state of
      Colorado; and

   -- Globeville's receipt of satisfactory funding assurances
      from the city of Denver, state of Colorado and other
      governmental agencies.

Since the Bidding Procedures Order was entered, Globeville has
completed extensive due diligence work, including environmental
investigations and remediation pilot test evaluations, regulatory
negotiations and discussions with local officials regarding a
public financing package needed to make the project financially
feasible.

The due diligence, however, has revealed that Globeville needs
more time to satisfy the Conditions Precedent, Mr. Davis says.  
Hence, Globeville notified ASARCO that it needs to extend the
Contingency Date.  In effect, Globeville has placed $50,000 in
escrow.

The parties then amended the PSA to provide for:

   (i) an extension of the Contingency Date, and
  (ii) environmental compliance before the Contingency Date.

Under the PSA, Globeville will purchase the Denver Property and
assume significant environmental liabilities, which ASARCO
estimates to have a present value of approximately $8,000,000.  
Globeville has also agreed to act as stalking horse, which,
according to Mr. Davis, may ultimately result in ASARCO's receipt
of additional consideration for the sale of the property.

Without the amendment, ASARCO believes Globeville may simply
exercise its right to terminate the PSA.

Although other parties continue to express interest in the Denver
Property, Mr. Davis says none have expressed the level of
commitment to completing a transaction that ASARCO has seen in
Globeville.

A full-text copy of the Globeville PSA is available for free at:

              http://researcharchives.com/t/s?1ec6

                         About ASARCO LLC

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

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

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

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

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


ASARCO LLC: Wants CAP Contract Term Extended to 100 Years
---------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask permission from the U.S.
Bankruptcy Court for the Southern District of Texas to amend its
CAP Contract with the Bureau of Reclamation of the U.S. Department
of the Interior and the Central Arizona Water Conservation
District.

The CAP Contract relates to the delivery of water and repayment
costs of the Central Arizona Water Project, which is a reclamation
project authorized and constructed by the federal government and
operated through the CAWCD.  ASARCO has made all payments required
under the CAP Contract and has made all the contracts' required
postpetition payments in the ordinary course of business, Judith
W. Ross, Esq., at Baker Botts LLP, in Dallas, Texas, tells the
Court.  ASARCO, however, has not yet assumed the CAP Contract.

ASARCO's mines and other operations require a consistent and
reliable supply of water, Ms. Ross relates.  Because ASARCO
operates mines that are located in the desert, it must vigilantly
preserve its right to use or trade any and all water.

Currently, ASARCO does not have the infrastructure necessary to
take CAP water directly.  The CAP Contract also does not give
ASARCO water that it can utilize at any of its operations.  
However, Ms. Ross says the right to purchase water from CAP is a
valuable right that can be traded with other parties in exchange
for water that ASARCO can use.

Thus, ASARCO believes that it must preserve its rights under the
CAP Contract to effectuate future water changes.

The CAWCD has asked all parties to the CAP Contract, including
ASARCO, to execute certain amendments to the contract to conform
to recent federal legislation known as the Arizona Water
Settlements Act of 2004.

The amendments include, without limitation, extension of the
contract's term from 50 to 100 years, and clarification of the
priority entitlement to water parties unrelated to ASARCO.

                         About ASARCO LLC

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

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

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

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

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


ASH HOLDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Ash Holding, L.L.C.
             P.O. Box 712
             Pennington, NJ 08534

Bankruptcy Case No.: 07-16516

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Ash's Flower Farm, Inc.                    07-16518
      Ash's Flower Farm of Rice's, L.L.C.        07-16519
      Ash's Farm of Vineland, L.L.C.             07-16520
      Ash's Flower Farm of Hillsborough, Inc.    07-16521
      Ash's Flower Farm of Pennington, Inc.      07-16523
      Ash's Flower Farm of Columbus, Inc.        07-16526

Type of Business: The Debtors are florists and lawn & garden
                  retailers.

Chapter 11 Petition Date: May 9, 2007

Court: District of New Jersey

Judge: Judith H. Wizmur

Debtors' Counsel: Jerrold S. Kulback, Esq.
                  Archer & Greiner
                  One Centennial Square
                  Haddonfield, NJ 08033
                  Tel: (856) 795-2121
                  Fax: (856) 795-0574

                        -- and --

                  Stephen M. Packman
                  Archer & Greiner, P.C.
                  One Centennial Square
                  Haddonfield, NJ 08033
                  Tel: (856) 795-2121

                                Estimated Assets   Estimated Debts
                                ----------------   ---------------
Ash Holding, LLC                     $100,000 to       $100,000 to
                                      $1 Million        $1 Million

Ash's Flower Farm, Inc               $100,000 to     $1 Million to
                                      $1 Million      $100 Million

Ash's Flower Farm of Rice's, LLC      $10,000 to        $50,000 to
                                        $100,000          $100,000

Ash's Farm of Vineland, LLC            Less than        $50,000 to
                                         $10,000          $100,000

Ash's Flower Farm of Hillsborough,   $100,000 to       $100,000 to
Inc                                   $1 Million        $1 Million

Ash's Flower Farm of Pennington,     $100,000 to       $100,000 to
Inc.                                  $1 Million        $1 Million

Ash's Flower Farm of Columbus, Inc   $100,000 to       $100,000 to
                                      $1 Million        $1 Million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Lucas Greenhouses                trade                 $253,895
214 Whig Lane Road
Monroeville, NJ 08343

C&M Flower Growers, Inc.         trade                 $226,284
5360 Chestnut Avenue
Vineland, NJ 08360

Di Franco Nursery, L.L.C.        trade                 $185,000
626 Garton Road
Bridgeton, NJ 08302

Kube Pak                         trade                 $154,044

N.J. Casualty Insurance Co.      insurance             $146,837

Kessel's Nursery, L.L.C.         trade                 $141,077

Saunders Brothers, Inc.          trade                 $100,526

Medford Nursery, Inc.            trade                 $100,000

LaRosa Greenhouses               trade                  $91,889

Cascade West Trees, Inc.         trade                  $87,955

L&H Enterprises of Lowgap        trade                  $85,272
N.C., Inc.

Patapsco Valley Sales & Supply   trade                  $75,423

Nurserymen's Exchange, Inc.      trade                  $75,000

Ingstan Flower Farm              trade                  $70,159

Pride Garden Products            trade                  $69,945

Tindall's Greenhouses            trade                  $69,710

Geerlings Inc. Wholesale         trade                  $67,407
Greenhouse

The Tankard Nurseries            trade                  $65,139

Leo Gentry Wholesale             trade                  $63,688
Nursery, Inc.

Esbenshade's Greenhouses, Inc.   trade                  $62,719


ATLANTIC HOLDINGS: Moody's Upgrades Senior Debt Ratings to Ba1
--------------------------------------------------------------
Moody's Investors Service upgraded the senior secured debt ratings
of Atlantic Holdings Path 15, LLC to Ba1 from Ba3 and its
subsidiary Atlantic Path 15, LLC to Baa2 from Ba1.  The outlook is
stable.  The rating actions conclude the reviews for possible
upgrade that was initiated on March 29, 2007.

The upgrades reflect the sustained strong financial results
achieved in 2005 and 2006 following the timely completion of the
Path 15 transmission line and the implementation of its
transmission system rights revenues.  Based on the revenue
requirement approved by the Federal Energy Regulatory Commission,
the company has achieved a ratio of consolidated funds from
operation to debt on a Moody's adjusted basis of approximately 14%
in 2005 and 13.8% in 2006 and a consolidated debt service coverage
ratio greater than approximately 1.4x during the first two years
of operations, with Opco achieving standalone strong credit
metrics with FFO to debt ratio greater than approximately 26% and
its standalone DSCR of 2.3x during the same period.  The
consolidated financial metrics are consistent with other
independently owned pure play transmission companies which are
rated in the low Baa rating category.  However, Moody's views the
potential incremental upstream leverage at an intermediate holding
company level above Holdco as a constraining factor for the
ratings and is reflected in the Ba1 rating of the Holdco.

The upgrade further reflects the November 2006 order from the FERC
approving the project's revenue requirement under which the
company has been operating since achieving commercial operation.  
The revenue requirement approved by the FERC reflects a 13.5%
return on equity premised on a 50% equity capitalization of Opco,
the recovery of Path 15 Opco's operating expenses including
depreciation and amortization, insurance, property taxes and a
provision for federal and state income taxes even though the
project company itself is not a tax paying entity.  The recent
ruling by the FERC on Path 15's revenue requirement allowed
recovery of a majority of the cost components included in Path
15's initial filing with the FERC, with certain minor
modifications to the treatment of working capital and AFUDC.  The
rate order provides greater certainty that the company will be
able to sustain the cost components included in its revenue
requirement and maintain the credit metrics achieved over the last
two years.  Path 15 is required to file rate cases every 3 years,
with a subsequent rate case expected to be filed during 2007 to
determine the revenue requirements for the 3 year period beginning
2008.

The stable outlook reflects Moody's expectation that the project
will be able to sustain the credit metrics achieved to date, while
Moody's recognizes that the consolidated debt service coverage
ratio will be lower in 2007 at approximately 1.19x due to the
scheduled repayment of a construction period bank term loan at
Opco.

Path 15, LLC has transmission system rights for 72% of the
capacity in the 83 mile, 500 kilovolt transmission line expansion
along California's Path 15 transmission corridor.  The project was
jointly developed with the Western Area Power Administration and
Pacific Gas & Electric Company. Path 15 is indirectly owned by
Atlantic Power Corporation, which is a power income fund listed on
the Toronto Stock Exchange.


AURIGA LABORATORIES: Brings In Elliot Maza to Board of Directors
----------------------------------------------------------------
Auriga Laboratories Inc. has appointed Elliot M. Maza, Esq., to
its Board of Directors.

According to the company, Mr. Maza is a licensed C.P.A. and
attorney and has experience in the pharmaceutical development
industries.  He was also appointed Chairman of the company's Audit
Committee, replacing Brian Alleman who has resigned to pursue
other opportunities.  There was no dispute between Mr. Alleman and
Auriga Laboratories.

At present, Mr. Maza is president and chief financial officer
for Intellect Neurosciences Inc.  Before joining Intellect, Mr.
Maza was Chief Financial Officer of Emisphere Technologies.

Previously, Mr. Maza was a partner at Ernst and Young LLP and a
Vice President at Goldman Sachs, Inc. and JP Morgan Securities,
Inc.  He also practiced law at Sullivan and Cromwell, a leading
New York law firm. He currently serves on the Board of Directors
and is Chairman of the Audit Committee of Tapestry Pharmaceuticals
Inc.

"I am pleased that we were able to attract such an experienced
executive to serve on our Board of Directors and Chair our Audit
Committee," Auriga's CEO, Philip S. Pesin, said.  "Elliot has
extensive legal, financial and public company expertise, and we
believe that his experience working with national-market listed
companies in senior financial roles well qualifies him to serve
as the Board's Financial Expert."

Mr. Maza received his J.D. degree from the University of
Pennsylvania Law School and his Bachelor of Arts degree from Touro
College.

                     About Auriga Laboratories

Based in Norcross, Ga., Auriga Laboratories Inc. (OTCBB: ARGA) --
http://www.aurigalabs.com/-- is a pharmaceutical company    
capitalizing on high-revenue markets and opportunities in the
pharmaceutical industry through aggressive sales, integrated
marketing and advanced in-house drug development capabilities.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2007,
Williams & Webster P.S., in Spokane, Wash., raised substantial
doubt about Auriga Laboratories Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditor pointed
to the company incurring significant operating and net losses and
being unable to meet its cash flow needs.


B&G FOODS: To Offer 14 Million Shares of Class A Common Stock
-------------------------------------------------------------
B&G Foods Inc. will offer up to 13,900,000 shares of its Class A
common stock at an initial public offering price anticipated to be
between $12 and $14 per share, pursuant to an effective shelf
registration statement previously filed with the Securities and
the Exchange Commission.

In connection with the offering, B&G Foods expects to grant the
underwriters an option for a period of 30 days to purchase up to
an additional 2,085,000 shares of Class A common stock.  The
shares of Class A common stock offered by B&G Foods have been
approved for listing on the New York Stock Exchange under the
trading symbol "BGS" and will trade separately from B&G Foods'
Enhanced Income Securities, which currently trade on the American
Stock Exchange under the trading symbol "BGF".

B&G Foods expects to use the net proceeds of the offering to:

   (1) repurchase outstanding shares of its Class B common stock;

   (2) repay a portion of its term loan borrowings under its
       senior secured credit facility;

   (3) pay fees and expenses related to the offering; and

   (4) for general corporate purposes.

Credit Suisse Securities (USA) LLC and Lehman Brothers Inc. are
acting as joint book-running managers and RBC Capital Markets
Corporation is acting as co-manager of the offering.

B&G Foods (AMEX: BGF) -- http://www.bgfoods.com/-- and its   
subsidiaries manufacture, sell and distribute a diversified
portfolio of high-quality, shelf-stable foods across the United
States, Canada and Puerto Rico.  B&G Foods' products include jams,
jellies and fruit spreads, canned meats and beans, spices,
seasonings, marinades, hot sauces, wine vinegar, maple syrup,
molasses, salad dressings, Mexican-style sauces, taco shells and
kits, salsas, pickles and peppers and other specialty food
products.  B&G Foods competes in the retail grocery, food service,
specialty store, private label, club and mass merchandiser
channels of distribution.  Based in Parsippany, New Jersey, B&G
Foods' products are marketed under many recognized brands,
including Ac'cent, B&G, B&M, Brer Rabbit, Emeril's, Grandma's
Molasses, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont,
Ortega, Polaner, Red Devil, Regina, San Del, Ac'cent Sa-Son,
Trappey's, Underwood, Vermont Maid and Wright's.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 23, 2007,
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on B&G Foods Inc.'s proposed senior secured credit
facilities, following the report that the company will increase
the term loan C facility by $5 million.  Pro forma for the
increased add-on portion, the facilities will total $230 million.
The secured loan rating is 'B+' and the recovery rating is '1',
indicating the expectation for full recovery of principal in the
event of a payment default.

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Moody's Investors Service confirmed the B2 corporate family
rating, the Ba2 senior secured bank debt ratings and the Caa1
senior subordinated notes rating of B&G Foods, Inc.  Moody's also
lowered the rating on the company's senior unsecured
notes to B3 from B1.  The rating outlook is stable.


BALLY TOTAL: Inks Pact Paying Consent Fee to Senior Note Holders
----------------------------------------------------------------
Bally Total Fitness has agreed to pay a one-time cash consent fee
of $1.25 per $1,000 principal amount of notes to holders of its
10-1/2% Senior Notes due 2011 that execute a limited waiver and
forbearance agreement by 5:00 pm EDT today, May 14, 2007.

The company also disclosed that holders of approximately 80% of
its 9-7/8% Senior Subordinated Notes due 2007 have agreed to
execute a similar forbearance agreement without receiving any
consent payment, if forbearance agreements are executed by holders
of a majority of the Senior Notes.

The waivers relate to the company's inability to file its Annual
Report on Form 10-K for fiscal 2006 and Quarterly Report on Form
10-Q for the first quarter of 2007 with the Securities and
Exchange Commission on a timely basis and the company's non-
payment of interest on its Senior Subordinated Notes, both of
which are defaults under the indentures governing the notes.  
Under terms of the proposed agreements, noteholders will waive the
defaults and forbear from exercising any related remedies until
July 13, 2007, on terms similar to the recently executed
forbearance agreement under the company's senior secured credit
facility.  That agreement requires that forbearance arrangements
be in place with holders of a majority of the Senior Notes and at
least 75% of the Senior Subordinated Notes by May 14, 2007.

Houlihan Lokey Howard & Zukin Capital acts as financial advisor to
an Ad Hoc Committee that represents certain holders of the Senior
Notes and the Senior Subordinated Notes.  

In order to execute a forbearance agreement, holders of the notes
should contact:

   Houlihan Lokey Howard & Zukin Capital
   Attention: Brad Geer
   Suite 4950
   No. 255 South Sixth Street
   Minneapolis, MN 55402-4304
   Tel: (612) 338-2910

Houlihan Lokey is also available to answer questions concerning
the detailed terms and conditions of the waiver and forbearance
agreements.  

Holders of the notes may also obtain the necessary documentation
on the company's website or by contacting the company's financial
advisor:

   Jefferies & Company Inc.
   Attention: Thomas Carlson
   12th Floor
   No. 520 Madison Avenue
   New York, NY 10022
   Tel: (212) 284-2045

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial  
operator of fitness centers in the U.S., with over 400 facilities
located in 29 states, Mexico, Canada, Korea, China and the
Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R)
and Sports Clubs of Canada (R) brands.  Bally offers a unique
platform for distribution of a wide range of products and services
targeted to active, fitness-conscious adult consumers.

                          *     *     *

As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings
of Bally Total Fitness Holding Corporation after its failure to
make the April 16, 2007 interest payment on $300 million principal
amount of senior subordinated notes.


BANC OF AMERICA: Moody's Rates Class 5-B-4 Certificates at Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Banc of America Funding 2007-C Trust, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The Class 1, 2, 3, 4, and 5 certificates are backed by fully-
amortizing, adjustable-rate Alt-A loans secured by first lien
mortgages.  The ratings are based primarily on the credit quality
of the loans and on credit enhancement, which consists of
subordination.  Moody's expects collateral losses in Classes 1, 2,
3, and 4 to range from 0.15% to 0.35% and Class 5 to range from
0.3% to 0.5%.

The Class 6 and 7 certificates are backed by fully-amortizing,
adjustable-rate Alt-A loans secured by first lien mortgages.  The
ratings are based primarily on the credit quality of the loans and
on the protection against credit losses provided by subordination,
overcollateralization, excess spread and a swap and rate cap
agreement.  Moody's expects collateral losses in Classes 6 and 7
to range from 0.65% to 0.85%.

Bank of America, National Association, Countrywide Home Loans
Servicing LP, JPMorgan Chase Bank, National Association, National
City Mortgage Co. and Wells Fargo Bank, N.A., will service the
loans.  Wells Fargo Bank, N.A. will act as master servicer.
Moody's has assigned Bank of America, N.A. and Wells Fargo Bank,
N.A. its top servicer quality rating of SQ1 as primary servicer of
prime loans respectively.  Moody's has also assigned Wells Fargo
Bank, N.A. its top servicer quality rating of SQ1 as master
servicer.

The complete rating actions are:

Banc of America Funding 2007-C Trust

Mortgage Pass-Through Certificates, Series 2007-C

         * Cl. 1-A-1, Assigned Aaa
         * Cl. 1-A-2, Assigned Aaa
         * Cl. 1-A-3, Assigned Aaa
         * Cl. 1-A-4, Assigned Aaa
         * Cl. 1-A-5, Assigned Aaa
         * Cl. 1-A-R, Assigned Aaa
         * Cl. 2-A-1, Assigned Aaa
         * Cl. 2-A-2, Assigned Aaa
         * Cl. 3-A-1, Assigned Aaa
         * Cl. 3-A-2, Assigned Aaa
         * Cl. 4-A-1, Assigned Aaa
         * Cl. 5-A-1, Assigned Aaa
         * Cl. 4-A-2, Assigned Aaa
         * Cl. 4-A-3, Assigned Aaa
         * Cl. 4-A-4, Assigned Aaa
         * Cl. 5-A-2, Assigned Aaa
         * Cl. 5-A-3, Assigned Aaa
         * Cl. 5-B-1, Assigned Aa2
         * Cl. 5-B-2, Assigned A2
         * Cl. 5-B-3, Assigned Baa2
         * Cl. X-B-1, Assigned Aa2
         * Cl. 5-B-4, Assigned Ba2
         * Cl. 6-A-1, Assigned Aaa
         * Cl. 6-A-2, Assigned Aaa
         * Cl. 7-A-1, Assigned Aaa
         * Cl. 7-A-2, Assigned Aaa
         * Cl. 7-A-3, Assigned Aaa
         * Cl. 7-A-4, Assigned Aaa
         * Cl. 7-A-5, Assigned Aaa
         * Cl. M-1, Assigned Aa1
         * Cl. M-2, Assigned Aa2
         * Cl. M-3, Assigned Aa3
         * Cl. M-4, Assigned A1
         * Cl. M-5, Assigned A2
         * Cl. M-7, Assigned Baa2


BAUSCH & LOMB: Expects to File First Quarter Results by June 10
---------------------------------------------------------------
Bausch & Lomb Inc. expects to file its first quarter results on
Form 10-Q by June 10, 2007.  The company filed a Form NT 10-Q with
the U.S. Securities and Exchange Commission, indicating that it
will be unable to file timely its quarterly report on Form 10-Q
for the first quarter that was otherwise due on May 10, 2007.  

The company's compilation and review of its first-quarter
financial results has not been finalized due to the significant
time and effort involved in completing its Annual Report on Form
10-K for 2006 filed on April 25, 2007.  

              Preliminary First Quarter 2007 Results

The company disclosed preliminary results for the first quarter
ended March 31, 2007.  However, the company expressed that there
can be no assurance that the amounts reported in its preliminary
report will not differ, including materially, from those reported
in is first quarter 10-Q.

The company expects to report consolidated net sales of about
$578.9 million for the first quarter of 2007, as compared with
$546 million in 2006, an increase of 6% or 2% on a constant-
currency basis.  Net sales in 2006 were reduced by $19.1 million
in provisions for customer returns and other reductions to sales
associated with the MoistureLoc recall, which were recorded as a
subsequent event in the first quarter.  Excluding those
provisions, 2007 first-quarter net sales increased 2% and declined
1% in constant currency.

Bausch & Lomb expects to report net earnings of about
$19.2 million in the first quarter of 2007, as compared with
$11.8 million for the same quarter in 2006.  Prior-year earnings
were reduced by provisions associated with the MoistureLoc recall
totaling $19.6 million.

                        Liquidity Metrics

Cash and cash equivalents totaled $480.5 million at March 31,
2007, as compared with $499.9 million at the end of 2006.  The
company expects to report cash flows from operating activities of
$26.6 million in the first quarter.  Those inflows were more than
offset by capital expenditures of $15.1 million; cash paid for the
previously announced equity investment in AcuFocus Inc., a
privately held company; and the payment of dividends.

The company has quantified charges associated with the May 2006
market withdrawal of ReNuO with MoistureLocO solution and has
provided certain information about growth rates prior to the
recording of the charges.  Bausch & Lomb believes such additional
disclosure is useful and relevant because it provides a basis for
understanding underlying business performance independent of these
items.

                       About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and  
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and Asia
(including operations in India, Australia, China, Hong Kong,
Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and
Thailand).  In Latin America, the company has operations in Brazil
and Mexico.

                          *     *     *

On Feb. 2, 2007, Moody's Investors Service downgraded Bausch &
Lomb Inc.'s senior unsecured debt to Ba1 and continues to review
all ratings for possible downgrade.  Moody's also assigned the
company a Ba1 Corporate Family Rating.


CALPINE CORP: March 31 Balance Sheet Upside-down by $7.6 Billion
----------------------------------------------------------------
Calpine Corporation and subsidiaries reported a net loss of
$459,000,000 on total revenue of $1,615,000,000 for the first
quarter ended March 31, 2007, compared with a net loss of
$589,000,000 on total revenue of $1,356,000,000 for the same
period last year.

At March 31, 2007, the company's balance sheet showed
$18,594,000,000, $25,942,000,000 in total liabilities, and
$269,000,000 in minority interest, resulting in a $7,617,000,000
total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $3,453,000,000 in total current assets
available to pay $6,508,000,000 in total current liabilities.

Full-text copies of the Calpine Corp. and subsidiaries'
consolidated condensed financial statements for the quarter ended
March 31, 2007, are available for free at:

               http://researcharchives.com/t/s?1ef2

                     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.  

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


CARAUSTAR INDUSTRIES: Reports Net Loss on Lower Sales in 1st Qtr
----------------------------------------------------------------
Caraustar Industries Inc.'s sales for the first quarter ended
March 31, 2007, decreased 11.8% to $232.7 million, when compared
to sales of $263.9 million for the same quarter in 2006.  Included
in sales for the first quarter of 2006 was $22.9 million related
to the company's Rittman, Ohio and Sprague, Conn. coated recycled
paperboard operations, both of which were exited in 2006.

Net loss was $8.9 million, compared with net income of
$80.6 million in the first quarter of 2006.

Loss from continuing operations for the first quarter of 2007 was
$8.9 million, compared to income from continuing operations of
$81.6 million for the same quarter last year.  The first quarter
of 2007 and 2006 results included pretax restructuring and
impairment costs of approximately $5.8 million and $4.8 million,
respectively.  The first quarter 2006 also included a gain of
approximately $135.2 million pretax related to the sale of the
company's 50-percent ownership interest in its Standard Gypsum LP
joint venture.

The first quarter 2007 loss from continuing operations was also
negatively impacted by accelerated depreciation of $1.2 million
related to the closure of the company's York, Pa. folding carton
plant and its Leyland, England tube and core facility.  Also
negatively impacting first quarter 2007 results was $800,000 of
consulting and other costs associated with the "go live" of the
Finance and Human Resource modules of the company's Enterprise
Resource Planning system.

The company also disclosed that paperboard mill volume for the
first quarter of 2007 decreased approximately 92.0 thousand tons,
or 27.8 percent, compared to the same quarter last year.  
Excluding the Rittman and Sprague coated recycled paperboard tons
from first quarter 2006, paperboard mill volume decreased 26.4
thousand tons, or 10.0 percent versus an industry decline of 7.6
percent.  

Quarter-over-quarter, mill margins decreased $11 per ton as the
fiber increase of $41 per ton more than offset benefits from
higher selling prices and lower fuel and energy costs.  Tube and
core margins increased primarily due to a $64 per ton increase in
pricing, partially offset by a $29 per ton increase in the cost of
paperboard.

Michael J. Keough, president and chief executive officer of
Caraustar, commented, "Caraustar's operating results for the first
quarter were significantly impacted by system-wide and industry
volume shortfalls and a considerable increase in recovered fiber
prices that took OCC (old corrugated containers) costs to a five-
year peak.  

                            Liquidity

The company ended the quarter with a cash balance of $1.2 million
compared to $1.0 million at Dec. 31, 2006.  For the quarters ended
March 31, 2007 and 2006, the company used $7.8 million and
$5.3 million of cash in operating activities.  Capital
expenditures increased year-over-year from $7.8 million to
$8.1 million in 2007.

As of March 31, 2007, the company had $51.7 million in borrowings
outstanding under its $135 million senior secured credit facility
and had $16.6 million in letters of credit outstanding.  As of
March 31, 2007, the company had availability under the revolver
portion of the Senior Credit Facility of $26.2 million.

At March 31, 2007, the company's balance sheet showed
$641.7 million in total assets, $491.6 million in total
liabilities, and $150.1 million in total shareholders' 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?1ee7

                    About Caraustar Industries

Headquartered in Austell, Georgia, Caraustar Industries Inc.
(NasdaqGM: CSAR) -- http://www.caraustar.com/-- is one of the   
world's largest integrated manufacturers of converted recycled
paperboard.  Caraustar serves the four principal recycled boxboard
product end-use markets: tubes, cores and composite cans; folding
cartons; gypsum facing paper and specialty paperboard products.

                          *     *     *

Standard & Poor's Ratings Services placed all of its ratings,
including its 'B+' corporate credit rating, on Caraustar
Industries Inc. on CreditWatch with negative implications.


CARRAWAY METHODIST: Solicitation Period Extended Until June 18
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
extended the exclusive period of Carraway Methodist Health Systems
and its debtor-affiliates to solicit acceptances of their Amended
Joint Chapter 11 Plan of Liquidation until June 18, 2007.

The Debtors tell the Court that they need additional time to
prevent the lapse of the exclusive solicitation period, which is
currently set to expire on May 18 prior to the confirmation
hearing on May 23.

The Debtors want to ensure that any necessary revisions to the
plan timely can be made after the confirmation hearing, and to
allow for the various constituencies' review of and consent to the
form of confirmation order submitted to the Court.

Based in Birmingham, Alabama, Carraway Methodist Health Systems,
dba Carraway Methodist Medical Center -- http://www.carraway.org/
-- is a teaching hospital, referral center and acute care hospital
that serves Birmingham and north central Alabama.  The Company and
its affiliates filed for chapter 11 protection on Sept. 18, 2006
(Bankr. N.D. Ala. Case No. 06-03501).  Christopher L. Hawkins,
Esq., Helen D. Ball, Esq., and Patrick Darby, Esq., at Bradley
Arant Rose & White LLP, represent the Debtors.  James R. Sacca,
Esq., and John D. Elrod, Esq., at Greenberg Traurig, LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
estimated assets between $10 million and $50 million and estimated
debts of more than $100 million.


CHEMED CORP: Proposes Offering of $180 Mil. Senior Notes Due 2014
-----------------------------------------------------------------
Chemed Corporation will offer up to $180 million of its aggregate
principal amount of senior convertible notes due 2014 in a private
offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933.

The company also granted the initial purchasers an option to
purchase an additional $20 million aggregate principal amount of
such notes.  Subject to customary conditions, the offering is
expected to close on May 14, 2007.

The notes will be unsecured, unsubordinated obligations of the
company, will pay interest semi-annually at a rate of 1.875% per
annum, and will be convertible upon satisfaction of certain
conditions.  The notes will be convertible into cash up to the
principal amount of the notes and, with respect to any excess
conversion value, into shares of the company's capital stock.

The notes will have an initial conversion rate of 12.3874 shares
of capital stock per $1,000 principal amount of the notes.  This
represents an initial conversion price (which is subject to
adjustment in certain circumstances) of approximately $80.73 per
share, representing a 22.5% conversion premium based on the
closing price of $65.90 per share on May 8, 2007.

Holders of the notes will have the right to require the company to
repurchase for cash all or some of their notes upon the occurrence
of certain events.  The company estimates that the net proceeds
from the offering will be approximately $174 million, after
deducting estimated discounts and expenses. The notes will mature
on May 15, 2014.

In connection with the offering, the company has entered into
convertible note hedge transactions with affiliates of the initial
purchasers of the notes and intends to use a portion of the net
proceeds from this offering to pay for the cost of the convertible
note hedge transactions.  The company has also entered into
separate warrant transactions with the hedge counterparties, which
have partially offset the cost of the convertible note hedge
transactions.  The convertible note hedge and warrant transactions
increase the effective conversion price of the notes to over
$105.00 per common share.

In connection with the convertible note hedge and warrant
transactions, the hedge counterparties have advised the company
that they or their affiliates expect to enter into various
derivative transactions with respect to the capital stock of the
company, concurrently with or shortly following pricing of the
notes.  These activities could have the effect of increasing or
preventing a decline in the price of the capital stock of the
company concurrently or following the pricing of the notes.

In addition, the hedge counterparties or their affiliates may from
time to time, following the pricing of the notes, enter into or
unwind various derivative transactions with respect to the capital
stock of the company and/or purchase or sell capital stock of the
company in secondary market transactions.  These activities could
have the effect of decreasing the price of the capital stock of
the company and could affect the price of the notes during any
averaging period related to the conversion of notes.

concurrent with the issue of the notes, the company is
repurchasing approximately 1.3 million shares of its capital stock
in negotiated transactions with institutional investors amounting
to approximately $86 million.  The repurchase price of the shares
is $65.90 per share, the closing price of the company's capital
stock on May 8, 2007.

The company anticipates that approximately $14 million of the
remaining net proceeds of the offering will be used within
approximately 30 days after the issue of the notes for additional
purchases of its capital stock in the open market or in negotiated
transactions. The balance of the net proceeds will be used to
repay borrowings under its revolving credit facility.

If the initial purchasers exercise their over-allotment option, or
if the company otherwise has proceeds remaining, the company may
use a portion of the additional net proceeds for general corporate
purposes, or to enter into additional convertible note hedge
transactions, or to repurchase additional shares of its capital
stock in the open market or in negotiated transactions.

                        About Chemed Corp.

Based 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.


CHESAPEAKE ENERGY: Prices $1 Billion Convertible Senior Notes
-------------------------------------------------------------
Chesapeake Energy Corporation has priced its reported offering
of $1 billion aggregate principal amount of contingent convertible
senior notes due 2037.

In addition, the company said that it has granted the underwriters
a 13-day option to purchase up to an additional $150 million of
the convertible notes to cover over-allotments.  The notes will be
convertible, under certain circumstances, using a net share
settlement process, into a combination of cash and Chesapeake
common stock at an initial base conversion price of $51.585, which
is equivalent to an initial base conversion rate of approximately
19.3855 common shares per $1,000 principal amount of convertible
notes.

If at the time of conversion the applicable price of the company's
common stock exceeds the base conversion price, holders will
receive up to an additional 9.6927 shares of Chesapeake common
stock per $1,000 principal amount of notes, as determined pursuant
to a specified formula.  In general, upon conversion of a note,
the holder of the note will receive cash equal to the principal
amount of the note and Chesapeake common stock for the note'
conversion value in excess of such principal amount.

The company said that the convertible notes will bear interest at
a rate of 2.50% per annum and will also bear contingent interest,
in certain circumstances, for periods commencing with the six-
month period ending November 14, 2017.  The convertible notes will
mature on May 15, 2037, and may not be redeemed by Chesapeake
before to May 15, 2017, after which they may be redeemed at 100%
of the principal amount plus accrued interest.

The company further said that the Holders of the convertible
notes may require Chesapeake to repurchase some or all of the
convertible notes on May 15, 2017, 2022, 2027 and 2032, or in the
event of certain change of control transactions, at 100% of the
principal amount plus accrued interest.  The convertible notes
will be senior unsecured obligations of Chesapeake and will be
guaranteed by substantially all of Chesapeake's subsidiaries.

The company said that it expected the offering to close on May 15,
2007, subject to customary closing conditions.  The company said
that it intends to use the net proceeds from the offering to repay
outstanding indebtedness under its revolving credit facility.

                     About Chesapeake Energy

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas  
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Barnett Shale, Fayetteville Shale, Permian
Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex
and Appalachian Basin regions of the U.S.


CIRRUS LOGIC: Earns $7.3 Million in Fourth Quarter Ended March 31
-----------------------------------------------------------------
Cirrus Logic Inc. disclosed financial results for the fourth
quarter ended March 31, 2007.

The company reported fourth quarter fiscal year 2007 revenue of
$43.6 million, compared with $42.2 million of total revenue during
the fourth quarter of fiscal year 2006.  Fourth quarter gross
margin was 60.2% compared to 58.1% for the fourth quarter of
fiscal year 2006.  Combined research and development and selling,
general and administrative expenses for the fourth fiscal quarter
of 2007 were $25.8 million.  R&D and SG&A expenses included
$1.0 million in stock-based compensation expense due to the
adoption of SFAS 123(R) at the beginning of this fiscal year, as
well as $1.6 million in expenses associated with the company's
recently concluded stock-option review.  R&D and SG&A expenses
also included $1.0 million in facility-related charges, and a
$0.4 million charge related to an executive termination agreement.  
Excluding these charges, combined non-GAAP R&D and SG&A expenses
were $21.8 million.

Fourth fiscal quarter net income was $7.3 million and included
$4.3 million impairment charge to the company's investment in
Magnum Semiconductor, as well as a $0.5 million restructuring
charge and an $8.2 million tax benefit.

Total cash and marketable securities at the end of the fourth
fiscal quarter was $271.7 million, compared with $264.2 million at
the end of the prior fiscal quarter, an increase of $7.5 million.

"I'm pleased that our March quarter revenue came in at the high
end of our expectations, with continued profitability highlighted
by strong gross margins," said Mike Hackworth, Cirrus Logic's
chairman and acting chief executive officer.  "For the June
quarter, we expect softer demand for legacy products as we
transition to anticipated revenue growth for newer consumer
products."

                      About Cirrus Logic Inc.

Cirrus Logic Inc. (NASDAQ:CRUS) -- http://www.cirrus.com/--  
develops high-precision, analog and mixed-signal integrated
circuits for a broad range of consumer and industrial markets.  
Building on its diverse analog mixed-signal patent portfolio,
Cirrus Logic delivers highly optimized products for consumer and
commercial audio, automotive entertainment and industrial
applications.  The company operates from headquarters in Austin,
Texas, with offices in Europe, Japan and Asia.

                          *      *      *

As reported in the Troubled Company Reporter on April 26, 2007,
Standard & Poor's Ratings Services removed its ratings on Cirrus
Logic from CreditWatch negative, and affirmed its 'B' corporate
credit rating.   The outlook is stable.


CLAIRE'S STORES: To Be Acquired by Apollo Management for $1.3 Bil.
------------------------------------------------------------------
Claire's Stores Inc. has entered into a definitive agreement to be
acquired by an affiliate of Apollo Management, L.P. for
approximately $1.3 billion.

Under the terms of the agreement, Claire's Stores shareholders
will receive $33 in cash for each share of Claire's Stores common
stock or Class A common stock that they hold, which represents a
transaction value of approximately $3.1 billion.

Claire's Co-Chairmen and Co-CEO's Bonnie Schaefer and Marla
Schaefer in a joint statement noted that, "The decision to sell
the company that our father founded was reached after an enormous
amount of soul searching over time and brings our strategic review
to a successful conclusion.  After reviewing the final bids, our
Board of Directors unanimously concluded, after in-depth
consideration, that this transaction with Apollo is in the best
interests of our shareholders.  We also believe that a partnership
with Apollo will create an abundance of opportunities to leverage
the strong U.S. brand that we have created over the years and to
continue its evolution into an even stronger global brand.
Apollo's desire to add Claire's to its portfolio serves as a
testament to our solid business model, our unrivaled niche and the
talent of our people."

Peter Copses, a Senior Partner at Apollo, said, "We are extremely
pleased to be acquiring this premier specialty retailer.  We look
forward to partnering with Claire's management team and employees,
who have done an outstanding job creating a market leader, to
build on the many strengths of the company.  We believe that the
increased flexibility available to a private company will enable
Claire's to capitalize on the many opportunities before it, both
here and abroad. We have a long track record of successful
investment in the retail industry and are firmly committed to
Claire's continued growth as a highly successful global specialty
retailer."

The Schaefer family, which owns a significant percentage of the
voting power of the equity of Claire's Stores, Inc., has entered
into a separate agreement to vote its shares in favor of the
merger.

Completion of the transaction is subject to customary closing
conditions, including regulatory review and the approval of the
transaction by Claire's Stores, Inc.'s shareholders.

Goldman, Sachs & Co. acted as the financial advisor to Claire's
Stores, Inc. in connection with the strategic review and
transaction.  In addition, Peter J. Solomon Company provided a
fairness opinion to the Board of Directors of Claire's Stores,
Inc. in connection with the transaction. Simpson Thacher &
Bartlett LLP acted as legal advisor to Claire's Stores, Inc. in
connection with the transaction.  Tri-Artisan Partners acted as
financial advisor to Apollo with respect to certain matters,
Morgan, Lewis & Bockius acted as Apollo's legal advisor and Bear
Stearns, Credit Suisse and Lehman Brothers will be providing
financing to Apollo in connection with this transaction.

                      About Apollo Management

Apollo Management, L.P. is a private investment partnership that
manages a pool of investment capital on behalf of a group of
institutional investors and the principals of Apollo.  Since its
inception in 1990, Apollo has invested in excess of $16 billion of
equity capital in companies representing a wide variety of
industries, both in the U.S. and internationally.  Apollo is
currently in the process of investing its sixth corporate fund,
Apollo Investment Fund VI, L.P., which, with its related
affiliates, has committed capital of approximately $12 billion.

In addition, Apollo has had several highly successful partnerships
with management teams operating retail and consumer-oriented
businesses in the past, including investments in Linens 'n Things,
General Nutrition Centers, AMC Entertainment, Ralphs Grocery
Company, Dominick's Supermarkets, Inc., Zale Corporation, Rent-A-
Center, Inc. and Proffitt's Department Stores.

                      About Claire's Stores

Claire's Stores, Inc. (NYSE: CLE) -- http://www.clairestores.com/
-- is an international specialty retailer offering value-priced
costume jewelry and accessories to fashion-aware tweens, teens and
young adult females through its two store concepts: Claire's and
Icing by Claire's.  The company operated approximately 3,000
stores in the United States, Canada, Puerto Rico, the Virgin
Islands, the United Kingdom, Ireland, France, Switzerland,
Austria, Germany, Spain, Portugal, Holland and Belgium.  Claire's
Stores operates through its subsidiary, Claire's Nippon, Co.,
Ltd., approximately 195 stores in Japan as a 50:50 joint venture
with AEON, Co., Ltd..  The company also licenses approximately 120
stores in the Middle East and Turkey under a licensing and
merchandising agreement with Al Shaya Co., Ltd. and eight stores
in South Africa under similar agreements with The House of Busby
Limited.

                          *     *     *

As reported in the Troubled Company Reporter on May 9, 2007,
Moody's Investors Service assigned first time rating to Claire's
Stores, Inc., including a corporate family rating of B3 as well as
a B1 rating on the senior secured credit facilities.  Moody's also
assigned a speculative grade liquidity rating of SGL-3.  The
ratings outlook is stable.  All ratings are conditioned upon
review of final documentation.


CLAIRE'S STORES: Moody's Junks Ratings on New $935 Million Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 to Claire's Stores,
Inc.'s new $535 million senior unsecured notes and a Caa2 to its
new $400 million senior subordinated notes. In addition, Moody's
affirmed all of Claire's other ratings announced in a press
release dated May 7, 2007.  The ratings outlook remains stable.

All ratings are conditioned upon review of final documentation.

These ratings are assigned:

    * $535 million senior unsecured notes at Caa1 (LGD4, 66%);
    * $400 million senior subordinated notes at Caa2 (LGD6, 92%).

These ratings are affirmed:

    * Corporate family rating at B3;

    * Probability of default rating at B3;

    * $200 million senior secured revolving credit facility at B1
      (LGD3,31%);

    * $1,450 million senior secured term loan at B1 (LGD3,31%);

Speculative grade liquidity rating at SGL-3.

Claire's Stores, Inc. has signed a definitive agreement to be
acquired by Apollo Management for $33.00 per share or a
transaction value (including fees and expenses) of approximately
$3.3 billion.  The transaction is expected to be financed with the
proceeds of the new bank facilities (about 44% of the transaction
value), nearly $283 million of excess cash (about 9%), the $535
million of senior unsecured notes (about 16%), $400 million senior
subordinated notes (about 12%), and approximately $597 million in
common equity contributed by Apollo (about 18%).

The B3 corporate family rating primarily reflects Claire's weak
capital structure pro forma for the company's acquisition by
Apollo.  Moody's expects the transaction to be financed
approximately 73% with debt and that the financial sponsor will be
contributing approximately 18% of the transaction value in the
form of common equity.  This level of capital contribution is much
lower than the average percentage of financial sponsor investment
in specialty retail LBOs during YTD 2007 and 2006, which Moody's
estimates to be around 35%.  This weak capital structure results
in very high leverage with debt/EBITDA of 7.8 times and also
results in debt well exceeding annual revenues, as reflected by
funded debt/revenues of 160%.  In addition, coverage metrics would
be weak.  Using the company's reported fiscal year numbers and pro
forma for the transaction, EBITDA-capital expenditures/ interest
expense would be 1.0 time and the company's free cash flow would
be modestly negative.

Claire's Stores, Inc. has numerous strong business factors, which
are generally more indicative of a higher rating category.  
Claire's has very high brand recognition and is one of a handful
of retailers that is truly internationally diversified with 31% of
its revenues and 22% of its operating income generated outside of
North America.  The company's healthy operating margins of 18%
place it well ahead of its specialty retail peers and it has a
track record of broadly matching consumer trends as evidenced by
its average comparable store sales growth.  However, upon closing
of the LBO a new professional management team will replace the
founder's daughters, who currently serve as co-CEO's.  In
addition, Moody's is concerned that the company's implementation
of its new POS system during its back-to-school season and just
prior to holiday does not leave it adequate time to address any
potential issues with the conversion should they arise.  The 16
factors cited in Moody's Global Retail rating methodology and the
company's financial metrics pro forma for the LBO for the period
ended February 3, 2007, would map to a B1 corporate family rating
-- two notches higher than the actual B3 corporate family rating.  
This two notch differential reflects the company's weak capital
structure and the resulting very weak credit metrics which leave
the company little cushion to endure potential margin erosion
while still being able to meet its high interest expense and
likely capital expenditure requirements.

Claire's Stores, Inc., headquartered in Pembroke Pines, Florida,
is the leading specialty retailer of value-price jewelry and
fashion accessories for pre-teens, teenagers, and young adults.  
It operates 2,992 stores in North America and Europe.  Revenues
for the fiscal year ended February 3, 2007 were approximately
$1.5 billion.


CLAIRE'S STORES: S&P Junks Rating on $935 Million PIK Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'CCC+' rating to
Pembroke Pines, Florida-based Claire's Stores Inc.'s $535 million
senior PIK toggle notes and $400 million senior subordinated
notes.  At the same time, S&P affirmed all other ratings,
including our 'B' corporate credit rating, on Claire's, a
specialty retailer of value-priced jewelry and fashion accessories
for pre-teens, teenagers, and young adults.  The outlook remains
negative.


CLEANS HARBORS: Proofs of Claim Must be Filed by June 22
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Louisiana set
June 22, 2007, at 4:30 p.m. as the deadline for all persons and
entities, owed money by Clean Harbors Plaquemine LLC on account of
claims arising prior to Oct. 17, 2006, to file proofs of claims.

Creditors must file written proofs of claim on or before the
June 22 Claims Bar Date to the office of the clerk of bankruptcy
court.

Headquartered in Norwell, Massachusetts, Clean Harbors Plaquemine
LLC operates a deep injection hazardous waste facility.  The
company is a subsidiary of Clean Harbors Inc.  Clean Harbors
Plaquemine filed for chapter 11 protection on Oct. 17, 2006
(Bankr. D. Mass. Case No. 06 13728).  On. Dec. 21, 2006, the
Massachusetts bankruptcy court ordered the case transferred.  
The Debtor's case was docketed on Jan. 9, 2007 (Bankr. M.D. La.
Case No. 07-10019).  The Debtor's schedules showed $2,717,549
in total assets and $129,505,369 in total debts.


COEUR D'ALENE: Enters Into $1.1 Bil. Merger w/ Bolnisi & Palmarejo
------------------------------------------------------------------
Coeur d'Alene Mines Corporation, Bolnisi Gold NL, and Palmarejo
Silver and Gold Corporation have entered into agreements to merge
their estates creating the world's leading primary silver
producer.

The companies' respective boards of directors, as well as a
special committee of independent directors of the Palmarejo board
of directors, have approved the merger agreement unanimously.

Pursuant to the agreements, Coeur d'Alene will acquire all of the
shares of Bolnisi, and all of the shares of Palmarejo not owned by
Bolnisi, in a transaction valued at approximately $1.1 billion.

Under the terms of the transaction, Bolnisi shareholders will
receive 0.682 Coeur shares for each Bolnisi share they own (or, at
the election of the Bolnisi shareholder, CHESS Depositary
Interests representing Coeur shares), and Palmarejo shareholders
will receive 2.715 Coeur shares for each Palmarejo share they own.
It is anticipated that this will result in Coeur issuing a total
of approximately 271.3 million new shares.  In addition, Bolnisi
and Palmarejo shareholders will receive a nominal cash payment
equal to AUD0.004 per Bolnisi share and CDN0.004 per Palmarejo
share.

Bolnisi and Palmarejo currently own 100% of the Palmarejo Project
which is located in the state of Chihuahua, Mexico.  Coeur d'Alene  
believes that the Palmarejo Project can create significant
additional value by leveraging its extensive exploration,
development and underground and open pit mining expertise.

                         Merger Benefits

The transaction will create a combined entity that expects to
realize several significant strategic benefits, including:

   -- Leading Silver Producer: Upon completion of the transaction
      and following commencement of production at the Palmarejo
      Project, Coeur will be positioned as the world's leading
      primary silver producer in terms of silver production and
      silver resources.  Based on Palmarejo mineral resource
      estimates and all the metallurgical and mining studies
      completed to date, Palmarejo is constructing a 2 million
      ton per annum processing plant capable of producing
      12 million ounces of silver and 110,000 ounces of gold
      annually, which Coeur expects would nearly double its
      current production levels.  As a result of this transaction,
      Coeur is expected to:

         * Produce approximately 32 million silver ounces and
           approximately 290,000 gold ounces in 2009 -- silver
           production accounting for approximately two-thirds of
           total production by value based on analyst consensus
           metal prices for 2009;

         * Possess a mineral resource base of over 364 million
           ounces of measured and indicated silver mineral
           resources and 96.6 million ounces of inferred
           silver mineral resources and 3.4 million ounces of
           measured and indicated gold mineral resources and 0.95
           million ounces of gold inferred mineral resources;

         * Have a leading growth profile with silver production
           compound annual growth of approximately 47% between
           2007 and 2009; and

         * Continue its no-hedge silver policy, maximizing
           leverage to silver prices.

   -- Well-Diversified Portfolio: Coeur owns and operates three
      silver mines in North America and South America, owns all of
      the silver production and mineral reserves of two operating
      mines in Australia, and is constructing a new silver mine in
      Bolivia and a new gold mine in Alaska.  The addition of the
      Palmarejo Project to Coeur's portfolio will geographically
      diversify Coeur's asset mix and provide entry into a
      prolific mining area of Mexico, which is the world's second
      largest silver producing country.

   -- Increased Exploration Potential: The combination of Coeur's
      prospective exploration portfolio and the Palmarejo
      properties is expected to provide considerable exploration
      upside potential for shareholders.

   -- Low-Cost Producer: The Palmarejo Project's anticipated low
      operating costs are expected to materially reduce Coeur's
      overall cash costs, making Coeur a competitive low-cost
      producer in the sector.  Following the commencement of
      production at the Palmarejo Project, Coeur anticipates that
      its operating costs will be below $2 per ounce of silver
      (after by-product credits).

   -- Sector Leading Liquidity: Coeur is currently listed on both
      the NYSE and TSX, and, in connection with the transaction,
      Coeur intends to seek listing of its shares on the ASX in
      the form of CHESS Depositary Interests.  Coeur expects to
      remain one of the world's most liquid publicly-traded silver
      mining companies.

   -- Strong Balance Sheet: Based on Coeur's, Bolnisi's and
      Palmarejo's balance sheets as at Dec. 31, 2006, the pro
      forma cash position of the combined company would be $382
      million, which is expected to be sufficient to fund all
      three growth projects -- San Bartolome, Kensington and
      Palmarejo -- without further equity dilution.

"With this transaction we are establishing Coeur as the clear
leader in the silver mining industry," said Dennis E. Wheeler,
Coeur's Chairman, President and Chief Executive Officer.  "Coeur
will have an unrivaled platform of silver mines and projects,
which we expect to provide substantial growth at low cost.  In
addition, we have performed substantial due diligence on the
Palmarejo Project and are pleased to be making a substantial
strategic investment in Mexico.  We believe that we can add
substantial value, leveraging our development, operational and
exploration expertise to the Palmarejo Project.  The Board of
Directors and I are excited about the future of the combined
company, and we look forward to delivering the significant
benefits of the combination to all of our shareholders."

Norman A. Seckold, Executive Chairman of Bolnisi, said, "We are
very excited about today's announcement.  This transaction
provides our shareholders with immediate value for their shares as
well as the opportunity to participate in the upside potential of
what we believe will be the world's premier silver producer.  By
leveraging Coeur's expertise in underground and open cut project
development, we expect to realize the full value of the
Palmarejo Project."

David Fennell, Chairman of the Special Committee of independent
directors of Palmarejo said, "The Special Committee has undertaken
a comprehensive review of the transaction, including seeking
advice from both our financial advisor and legal counsel, and has
received a fairness opinion from its financial advisor.  The
Special Committee also retained a separate and independent
financial advisor to complete a formal valuation in connection
with the transaction as contemplated by Canadian securities laws.
After careful consideration, the Special Committee has unanimously
recommended approving the transaction to the Palmarejo board of
directors, who have in turn approved entering into the agreement.
Furthermore, the Palmarejo board, on the recommendation of the
Special Committee has authorized the submission of the arrangement
to Palmarejo shareholders for their approval at a special meeting
of shareholders and the Palmarejo Board unanimously recommends
that Palmarejo shareholders vote in favor of the transaction."

                     Terms of the Transaction

Under the terms of the transaction, Bolnisi shareholders will
receive 0.682 Coeur shares for each Bolnisi share they own
under a Scheme of Arrangement pursuant to Australian law, and
Palmarejo shareholders will receive 2.715 Coeur shares for each
Palmarejo share they own under a Plan of Arrangement pursuant to
Canadian law.  In addition, Bolnisi and Palmarejo shareholders
will receive a nominal cash payment equal to AUD0.004 per Bolnisi
share and CDN0.004 per Palmarejo share.

Based on Coeur's stock price as of close of business on
May 2, 2007, Bolnisi shareholders will receive the equivalent of
AUD3.35 per share, and Palmarejo shareholders will receive the
equivalent of CDN12.20 per share.  The agreed terms represent a 9%
premium over Bolnisi's closing stock price on May 1, 2007, the
last full trading day before the company entered a trading halt,
and a 14% premium over the volume-weighted average price of
Bolnisi shares over the last 60 trading days.  The agreed
terms also represent a 40% premium over Palmarejo's closing stock
price on May 1, 2007, the last trading day for Palmajero before
the transaction was announced, and a 32% premium over the volume-
weighted average price of Palmarejo shares over the last 60 days.

Each of the directors of Bolnisi has entered into a call option
deed, which, between them, grants Coeur the right to acquire up to
19.9% of Bolnisi's outstanding shares held by the directors at the
same price as that offered by Coeur to other Bolnisi shareholders
under the Bolnisi Scheme of Arrangement.

Under the terms of the transaction, Bolnisi, Palmarejo and Coeur
have agreed to give each other exclusivity, subject to certain
exceptions and have agreed to a reciprocal break fee of 1% payable
in certain circumstances.

                         Palmarejo Project

The Palmarejo Project, expected to be one of the world's lowest
cost primary silver mines, is wholly owned by, and the major asset
of, Palmarejo.  Bolnisi is the majority shareholder of Palmarejo,
holding 73.6% of its outstanding shares.

The Palmarejo tenement covers approximately 12,160 hectares and
the current development project is located on one of 14 silver
targets identified to date on the tenement.  The Palmarejo Project
is located in the state of Chihuahua in northern Mexico and lies
in Mexico's premier silver region, the gold-silver belt of the
Sierra Madre Occidental.

Construction of the Palmarejo Project began during September 2006.
Based on Palmarejo mineral resource estimates and all the
metallurgical and mining studies completed to date, Palmarejo is
constructing a 2 million ton per annum processing plant capable of
producing 12 million ounces of silver and 110,000 ounces of gold
annually, nearly equal to the 13 million silver ounces and 136,000
gold ounces expected to be produced by Coeur in 2007.

Coeur and Palmarejo will form a joint management committee to
oversee progress on the Palmarejo Project pending completion of
the Transaction.  The joint management committee will pursue an
optimization scenario based on Coeur's plan for a combined open
pit and underground development targeting enhanced project
economics, with first production expected in late 2008.

                      Transaction Approvals

The transaction is subject to approval by the shareholders of
Coeur, Bolnisi and Palmarejo, the completion of satisfactory due
diligence by Coeur and the satisfaction of customary closing
conditions (including completion of regulatory reviews and receipt
of regulatory approvals, including those of antitrust agencies).
The consummation of each of the Bolnisi transaction and the
Palmarejo transaction is also conditioned upon the consummation of
the other transaction, although Coeur has the right to waive this
condition if the Palmarejo transaction does not proceed, and still
proceed with the Bolnisi transaction.  Assuming timely completion
of the required regulatory processes and receipt of the required
shareholder and Court approvals, the companies expect the
Transaction to be completed in the third quarter of 2007.

The Bolnisi Scheme of Arrangement requires the approval of three-
fourths of the total shares voted, plus half of the shareholders
present and voting at the meeting, either in person or by proxy.
The Palmarejo Plan of Arrangement must be approved by two-thirds
of the votes cast by shareholders present and voting at a special
meeting of shareholders called to consider the transaction, as
well as a simple majority of the votes cast by such shareholders.
Both Arrangements require approval by the applicable courts in
Canada and Australia.

Coeur's Board of Directors has unanimously approved the
transaction and recommends that Coeur shareholders vote in favor
of proposals required for its implementation.  Prior to the
Bolnisi and Palmarejo shareholder meetings, Coeur will convene a
special meeting of its shareholders to approve an amendment to
Coeur's articles of incorporation to increase the number of its
authorized capital and to approve the issuance of shares required
to implement the transaction.  These proposals require the
approval of a majority of the Coeur shares that are present or
represented by proxy at the shareholder meeting.

CIBC World Markets is acting as financial advisor to Coeur, while
Freehills, Gibson, Dunn & Crutcher LLP, Goodmans LLP and Rubio
Villegas y Asociados, S.C. are acting as legal counsel to Coeur.

Cormark Securities Inc. is acting as financial advisor to Bolnisi
and Minter Ellison and Dorsey & Whitney LLP are acting as legal
counsel.

Dundee Securities Corporation is acting as financial advisor to
Palmarejo's Special Committee and Westwind Partners Inc. has
provided a formal valuation to the Special Committee of  
ndependent directors of Palmarejo and Stikeman Elliott LLP.

Dorsey & Whitney LLP is acting as Palmarejo's legal counsel.

                      About Palmarejo Silver

Based in Longueuil, Quebec, Palmarejo Silver And Gold Corporation
(TSX-V:PJO) -- http://www.palmarejogold.com/-- is a silver and  
gold exploration company.  Palmarejo's principal activity is to
explore and develop gold and silver properties located in the
Temoris District of Chihuahua, Mexico within the Sierra Madre
Occidental mountain range.

                       About Bolnisi Gold

Based in Sydney, Australia, Bolnisi Gold NL (ASX:BSG) --
http://www1.bolnisigold.com.au/-- is engaged in mining and  
exploration for gold and minerals.  The company's activities are
all Mexican precious metals operations with an existing portfolio
of projects, which include the Palmarejo Silver-Gold project,
Chihuahua, the Yecora Gold-Silver project, Sonora, and the El
Realito Gold-Silver project, Chihuahua.

                       About Coeur d'Alene

Coeur d'Alene Mines Corporation (NYSE: CDE) (TSX: CDM) --
http://www.coeur.com/-- is one of the world's leading primary   
silver producers and has a strong presence in gold.  The company
has mining interests in Alaska, Argentina, Australia, Bolivia,
Chile, Nevada and Tanzania.

                          *     *     *

Coeur d'Alene Mines Corp.'s $180 Million notes due Jan. 15, 2024,
carry Standard & Poor's B- rating.


COMPLETE RETREATS: Ultimate Resort Closes Acquisition Deal
----------------------------------------------------------
Ultimate Resort LLC has closed the acquisition of substantially
all of the real estate assets of Tanner & Haley, aka Complete
Retreats LLC.  CapitalSource and JDI Realty LLC provided over
$100 million in debt and equity financing for the acquisition.

"We are extremely pleased that this important transaction has now
closed, adding many new resort destinations, spectacular new club
properties and hundreds of new members, greatly enhancing our
strategic platform for continued club growth in the future," said
Ultimate Resort Founder, President and CEO Jim Tousignant.  "This
positive outcome benefits all parties involved, especially the 650
new members who are now part of the growing Ultimate Resort
family. We are also pleased to welcome more than 100 former Tanner
& Haley employees, many of whom have years of experience providing
five-star concierge and member services."

Ultimate Resort signed an asset purchase agreement with Tanner &
Haley in November 2006, whereby Ultimate Resort agreed to acquire
substantially all of the real estate assets of Tanner & Haley
after having been unanimously approved by the T&H Unsecured
Creditors' Committee.

Subsequently, Ultimate Resort won final sale approval from the
U.S. Bankruptcy Court for the District of Connecticut to acquire
Tanner & Haley's assets, and on May 4, 2007 the acquisition closed
with Ultimate Resort acquiring substantially all of the real
estate assets of Tanner & Haley's three former luxury destination
clubs (Private Retreats, Distinctive Retreats, and Legendary
Retreats).

As part of the transaction, more than 650 former members of Tanner
& Haley have agreed to become members in Ultimate Resort(TM) and
Ultimate Resort ELITE(TM) destination clubs.

Michael Szwajkowski, President of CapitalSource Structured Finance
said: "As the industry leader in destination club real estate
financing, CapitalSource is committed to helping finance market
leaders like Ultimate Resort.  We are strong believers in Ultimate
Resort's management team and their business model and we are proud
to lead the financing of Ultimate Resort's acquisition of Tanner &
Haley's luxury real estate portfolio, creating one of the top
destination clubs in the industry."

Jeff Aeder, Chairman of JDI Realty said: "In the last two years,
Ultimate Resort has grown substantially and has quickly become a
leader in the luxury resort, hospitality and destination club
market.  We are excited to be partnering with Ultimate Resort on
this important acquisition, and we are pleased to have made a
significant investment in the future growth of Ultimate Resort."

                      About Ultimate Resort

Ultimate Resort LLC -- http://www.UltimateResort.com/-- is the  
industry's second largest private destination club, and is
designed to provide individuals, families and corporate members
with exclusive club privileges and flexible access to a growing
portfolio of properties located in exciting resort destinations
throughout the United States, Mexico, the Caribbean and Europe.
The club's private homes are well- appointed luxury residences
that offer concierge services and the amenities of a private
country club.

                     About Complete Retreats

Based in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).  
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.


CONGOLEUM CORP: Court Approves Forman Holt as FCR's Co-Counsel
--------------------------------------------------------------
R. Scott Williams, the legal representative of the Future Asbestos
Personal Injury Claimants in Congoleum Corporation and its debtor-
affiliates' bankruptcy cases, obtained authority from the
Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey to employ Forman Holt Eliades & Ravin LLC
as his co-counsel, nunc pro tunc to April 16, 2007.

Mr. Williams engaged Forman Holt as co-counsel in lieu of his
previous co-counsel, Stephen B. Ravin, Esq., who was then a
partner at Ravin Greenberg P.C.  Mr. Ravin has currently joined
Forman Holt.

Mr. Ravin, Esq. tells the Court that the Firm's professionals
bill:

      Professional                   Hourly Rate
      ------------                   -----------
      Charles M. Forman, Esq.           $500
      Stephen B. Ravin, Esq.            $475
      Erin J. Kennedy, Esq.             $400

      Paraprofessionals              $125 - $175

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

Mr. Ravin can be contacted at:

      Stephen B. Ravin, Esq.
      Forman Holt Eliades & Ravin LLC
      218 Route 17 North
      Rochelle Park, NJ 07662
      Tel: (201) 845-1000
      Fax: (201) 845-9112
      http://www.formanlaw.com/

                      About Congoleum Corp.

Congoleum Corporation (AMEX: CGM) -- http://www.congoleum.com/--
manafactures resilient flooring, serving both residential and
commercial markets.  Its sheet, tile and plank products are
available in a wide variety of designs and colors, and are used in
remodeling, manufactured housing, new construction and commercial
applications.  Congoleum is a 55% owned subsidiary of American
Biltrite Inc.

On Dec. 31, 2003, Congoleum Corporation filed a voluntary petition
with the U.S. Bankruptcy Court for the District of New Jersey,
Case No. 03-51524, seeking relief under Chapter 11 of the U.S.
Bankruptcy Code as a means to resolve claims asserted against it
related to the use of asbestos in its products decades ago.

On Sept. 15, 2006, Congoleum Corporation filed its Tenth Modified
Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code of Congoleum Corporation, et al., and the Asbestos Claimants'
Committee, dated as of Sept. 15, 2006, and related proposed
Disclosure Statement with the United States Bankruptcy Court for
the District of New Jersey.

On Feb. 1, 2007, the Court ruled that certain aspects of
Congoleum's plan must be modified to comply with the requirements
of the U.S. Bankruptcy Code.  The Debtor and the Asbestos
Claimants' Committee has since filed a leave of appeal on that
order.


CONTINUUM HEALTH: Swaps $443,207 in Debt for 3 Mil. Common Shares
-----------------------------------------------------------------
Continuum Health Care Inc. will issue an aggregate of 2,546,507
common shares at a deemed price of $0.13 per share to one non-
arm's length party, and an aggregate of 862,777 common shares at a
deemed price of $0.13 per share to two arm's length parties, in
settlement of debt in the aggregate amount of $443,207.

Thes transaction will not result in a change of control and is
subject to all applicable regulatory approvals.

The non-arm's length party that the company is settling debt
currently holds approximately 26.8% of the shares of the company
and following this transaction will hold approximately 36% of the
shares of the company.  The board of directors of the company has
approved this transaction, with the related party interested
director abstaining.

The company has a total of 14,444,999 common shares outstanding,
16,119,999 of which are fully diluted.  After the issuance of the
common shares in settlement of debt, the company will have a total
of 17,854,283 common shares outstanding, 19,529,283 fully diluted.

                      About Continuum Health

Continuum Health Care Inc. -- http://www.continuumhealthcare.com/
-- (TSX-V: CCF) owns, operates, manages and develops assisted
living facilities. The company now has facilities in Olds,
Lethbridge and Wetaskiwin which it jointly owns and manages, as
well as facilities under development or proposed in Camrose,
Ponoka and High River.  The total number of units it owns is 112
and it manages an additional 55 units for its joint venture
partners.

                       Going Concern Doubt

Continuum Health Care had total assets of $11,413,067, total
liabilities of $12,228,044, and stockholders' deficit of $814,977
at Dec. 31, 2006.

In the going concern paragraphs of the company's financial
statements for the year ended Dec. 31, 2006, Continuum Health
expresses substantial doubt about its ability to continue as a
going concern.  The company pointed to its working capital
deficiency of $3,229,770 at Dec. 31, 2006, accumulation of
operating losses, and negative cash flows from ongoing operations.  
The company's continuation as a going concern is dependent upon
increased profitability from the facilities and obtaining
additional equity and debt financing.


DAIMLERCHRYSLER AG: Cerberus is Likely Buyer for Chrysler Group
---------------------------------------------------------------
DaimlerChrysler AG has chosen Cerberus Capital Management LP as
the finalist in the recent bidding for its U.S. Chrysler Group,
Bloomberg reports citing three people familiar with the talks.

Bloomberg relates that according to sources, the selection is
expected to be announced today although the deal is still under
negotiations pending final agreement.

Cerberus, as the finalist, means that the equity firm was able to
hurdle past two other suitors who have been in negotiations with
DaimlerChrysler, Magna International Inc. and a partnership
composed of Blackstone Group LP and Centerbrdige Capital Partners
LP, Bloomberg says.

Daimler, Cerberus, Magna and Centerbridge declined to comment.

                      About DaimlerChrysler

Headquartered in Stuttgart, Germany, DaimlerChrysler AG --
http://www.daimlerchrysler.com/-- develops, manufactures,   
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.  
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.
The company's has locations in Canada, Mexico, United States,
Argentina, Brazil, Venezuela, China, India, Indonesia, Japan,
Thailand, Vietnam and Australia.

DaimlerChrysler lowered its operating profit forecast for full-
year 2006 to be in the magnitude of EUR5 billion (US$6.4
billion) based on an expected full-year operating loss of
approximately EUR1 billion (US$1.2 billion) for its Chrysler
Group.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures -- particularly on light trucks -- by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.  Chrysler Group
will take additional production cuts in the third and fourth
quarters to reduce dealer inventories and make way for its
current product offensive.


DLJ COMMERCIAL: Moody's Holds Ba2 Rating on Class B-4 Certificates
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of six classes of DLJ Commercial Mortgage
Corp., Commercial Mortgage Pass-Through Certificates, Series 1999-
CG2 as:

    - Class A-1B, $885,187,589, affirmed at Aaa
    - Class S, Notional, affirmed at Aaa
    - Class A-2, $69,769,000, affirmed at Aaa
    - Class A-3, $81,398,000, affirmed at Aaa
    - Class A-4, $19,380,000, affirmed at Aaa
    - Class B-1, $58,141,000, upgraded to Aa2 from A1
    - Class B-2, $23,257,000, upgraded to A1 from A3
    - Class B-4, $31,008,000, affirmed at Ba2

As of the April 10, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 17.7%
to $1.28 billion from $1.55 billion at securitization.  The
Certificates are collateralized by 313 mortgage loans.  The loans
range in size from less than 1.0% to 4.9% of the pool, with the
top 10 loans representing 23.4% of the pool.

Twenty loans have been liquidated from the trust resulting in
realized losses of approximately $28.3 million.  There are
currently two loans in special servicing.  Moody's is estimating
$7.35 million of losses for all of the specially serviced loans.  
Seventy two loans, representing 15.6% of the pool, are on the
master servicer's watchlist.  Sixty nine loans, representing 31.6%
of the pool, have defeased and have been replaced with U.S.
Government securities.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 98.0% and 48.0%, respectively, of the pool.  
Moody's average weighted loan to value ratio for the conduit
component is 79.0%, compared to 78.5% at last review and compared
to at 89.7% at securitization.  Moody's is upgrading Classes B-1
and B-2 due to defeasance and increased credit enhancement from
loan payoffs.

The three largest conduit loans represent 9.6% of the pool.  The
largest conduit loan is the Oakwood Plaza Loan ($62.9 million -
4.9%), which is secured by an 885,713 square foot power center
located in Hollywood, Florida.  Moody's LTV is 72.3%, compared to
73.4% at last review and compared to 87.0% at securitization.

The second largest conduit loan concentration is the Stone Fort
Portfolio Loan ($33.5 million - 2.5%), which is secured by five
cross collateralized and cross defaulted loans secured by four
office properties and one warehouse facility containing a total of
620,000 square feet.  The properties are located in Chattanooga,
Tennessee.  The loan is on the master servicer's watchlist due to
low debt service coverage and upcoming lease expirations.
Portfolio performance has been impacted by declining rent levels
at two of the properties.  The portfolio's net operating income
has decreased by approximately 10.0% since securitization.  The
loan has amortized by approximately 8.4% since securitization.  
Moody's LTV is in excess of 100.0%, the same as at last review and
compared to 99.0% at securitization.

The third largest conduit loan is the Center at the Plant Loan
($27.0 million - 2.1%), which is secured by 218,000 square feet of
a 366,000 square foot retail center located in Van Nuys,
California.  Rents have increased by approximately 17.0% since
securitization.  The loan has amortized by approximately 15.6%
since securitization.  Moody's LTV is 67.3%, compared to 72.0% at
last review and compared to 89.0% at securitization.


DYNEGY INC: Subsidiary Wants to Increase Credit Facility by $650MM
------------------------------------------------------------------
Dynegy Inc.'s indirect wholly owned subsidiary, Dynegy Holdings
Inc., seeks to increase the size of its $1.32 billion senior
secured credit facility by up to an additional $650 million.

The incremental financing will facilitate the refinancing of
existing project debt as part of the company's ongoing
optimization of its capital structure.  The increase in DHI's
credit facility capacity will replace the existing credit facility
capacity assumed in connection with Dynegy's acquisition in April
2007 of certain power generation assets from the LS Power Group.
While no change is anticipated in Dynegy's overall liquidity
requirements, the company will maintain flexibility for growth.

The incremental financing is expected to close, subject to market
conditions, on or about Thursday, May 24, 2007.  The revolving
credit portion of the facility will mature in April 2012 and the
term letter of credit portion of the facility will mature in April
2013.  The credit facility will continue to be available for
general corporate purposes and to support activities of certain
subsidiaries of Dynegy and DHI.  Terms of the incremental
financing will be disclosed upon completion.

The lead arrangers of the transaction are J.P. Morgan Securities
Inc. and Citigroup Global Markets Inc.

                        About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE: DYN) --
http://www.dynegy.com/-- produces and sells electric energy,
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Fitch Ratings upgraded the issuer default ratings of Dynegy Inc.
and Dynegy Holding Inc. to 'B' from 'B-' and removed the ratings
from Rating Watch Evolving.  The Ratings Outlook of Dynegy Inc.
and Dynegy Holding Inc. is stable.


ENCYSIVE PHARMA: Has $122 Mil. Stockholders' Deficit at March 31
----------------------------------------------------------------
Encysive Pharmaceuticals Inc.'s balance sheet at March 31, 2007,
showed $86.8 million in total assets and $208.8 million in total
liabilities, resulting in a $122 million total stockholders'
deficit.

Encysive Pharmaceuticals Inc. reported a net loss of $29.9 million
for the first quarter ended March 31, 2007, compared with a net
loss of $30 million for the same period last year.

Revenues of $5.4 million for the first quarter of 2007, compared
to $3.6 million for the first quarter of 2006, reflected
approximately $1 million in Thelin European sales and a year-
over-year increase in Argatroban royalty income of approximately
$900,000.

"In the quarter, we made significant progress advancing our
regulatory and product commercialization plans," said Bruce D.
Given, M.D., president and chief executive officer of Encysive
Pharmaceuticals.  "While we continue to make sales and
reimbursement inroads in the U.K. and Germany, we have just begun
the process of commercializing Thelin(R) in the Republic of
Ireland and The Netherlands, and we expect to begin marketing
Thelin in additional European countries later in the year.  Also
in the quarter, we achieved regulatory approval for Thelin in
Australia and look to decisions concerning Thelin(TM) from both
the U.S. FDA and Canada in the coming months."

Research and development spending for the first quarter of 2007 of
$17.5 million, was slightly lower than last year's R&D spending in
the first quarter of $18.4 million, due to a slowdown in clinical
spending.

Sales and marketing expenses were $10.9 million for the current
quarter as compared to $9.8 million for the first quarter in 2006.
General and administrative expenses were $5.6 million for the
first quarter of 2007, as compared to $5.7 million during the same
period in 2006.  These changes reflect decreased spending in the
U.S. due to internal spending controls, offset by increased
spending in Europe where the company is actively commercializing
Thelin(R).
    
Cash, cash equivalents, accrued interest and restricted cash at
March 31, 2007, was  $62.9 million, compared to $43.8 million at
Dec. 31, 2006.  Cash utilization during the first quarter included
$4.5 million in debt repayment related to the Argatroban Notes, as
well as $1.6 million in interest payments to the 2005 Convertible
Note holders.  The March 31 cash balance does include
$10.2 million of restricted cash, related to the Argatroban Notes,
held in a holdback account, pending resolution of a United Kingdom
tax withholding issue.

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?1edd

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2007,
KPMG LLP, in Houston, expressed substantial doubt about Encysive
Pharmaceuticals 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 recurring losses from operations and
net capital deficiency.
                  
                  About Encysive Pharmaceuticals

Headquartered in Houston, Texas, Encysive Pharmaceuticals Inc.
(Nasdaq: ENCY) -- http://www.encysive.com/-- is a   
biopharmaceutical company engaged in the discovery, development
and commercialization of novel, synthetic, small molecule
compounds to address unmet medical needs.  

The company has successfully developed one FDA approved drug,
Argatroban, for the treatment of heparin-induced thrombocytopenia,  
which is licensed to and marketed by GSK.  The company's lead drug
candidate, Thelin(TM) is an endothelin receptor antagonist for the
treatment of pulmonary arterial hypertension.


ENDOCARE INC: Net Loss Lowers to $3.2MM in 1st Qtr Ended March 31
-----------------------------------------------------------------
Endocare Inc. reported in a press release dated May 3, 2007, lower
operating and net losses for the first quarter ended March 31,
2007, mainly as a result of the increased utilization of the
company's cryoblation procedures for treating a variety of tumors.  

Endocare Inc. reported a net loss of $3.2 million for the first
quarter ended March 31, 2007, a 33.9% decrease when compared to
the net loss of $4.9 million for the same period a year ago.

Loss from continuing operations for the quarter was $3.3 million.  
For the first quarter of 2006, loss from continuing operations was
$5.2 million.

Total revenues from continuing operations for the first quarter
were $7.5 million, compared to $7.3 million in the first quarter
of 2006 and $7.1 million in the fourth quarter of 2006.

Endocare Chief Executive Officer Craig T. Davenport said, "we
achieved a solid start in the first quarter of 2007 that is
reflected not only in procedure and revenue growth, but also in
solid gross margin improvement, expense control and a reduction in
net loss from last year's first quarter."

Operating expenses from continuing operations for the 2007 first
quarter were $8.2 million, compared to $8.8 million in the first
quarter of 2006.  

Adjusted earnings before interest, taxes, depreciation and
amortization, which excludes non-cash stock compensation expense,
was a loss of $2.1 million for the first quarter of 2007, compared
to a loss of $3.3 million for the first quarter of 2006.

Davenport also disclosed in its press release that the company
will be featured prominently in the upcoming national meeting of
the American Urological Association in Anaheim, California this
month, where new clinical data showing the effectiveness of
cryoablation for primary prostate cancer, will be presented.

Chief financial officer Michael R. Rodriguez said that as of
March 31, 2007, the company had approximately $150 million in
additional capital available under its Common Stock Purchase
Agreement with Fusion Capital Fund II LLC as well as amounts
available on its credit facility with Silicon Valley Bank.

At March 31, 2007, the company's balance sheet showed
$16.2 million in total assets, $11.5 million in total liabilities,
and $4.7 million in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $9.7 million in total assets, available to
pay $11.3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1ee4

                          Going Concern

As reported in the Troubled Company Reporter on March 27, 2007,
Ernst & Young LLP, in Los Angeles, expressed substantial doubt
about Endocare Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring operating losses, cash flow deficits, and
working capital deficiency.

                       About Endocare Inc.

Endocare Inc. (OTCBB: ENDO) -- http://www.endocare.com/-- is an
innovative medical device company focused on the development of
minimally invasive technologies for tissue and tumor ablation.
Endocare has initially concentrated on developing technologies for
the treatment of prostate cancer and believes that its proprietary
technologies have broad applications across a number of markets,
including the ablation of tumors in the kidney, lung and liver and
palliative intervention.


ENERGY PARTNERS: Tim Woodall Resigns as Chief Financial Officer
---------------------------------------------------------------
Energy Partners Ltd. disclosed in a regulatory filing with the
Securities and Exchange Commission that Timothy R. Woodall, the
company's executive vice president and chief financial officer,
has resigned.

"EPL is fortunate in having a deep bench of individuals with the
financial expertise needed to ensure that things run smoothly as
we conduct our search for a new CFO," Energy Partners' Chairman
and Chief Executive Officer Richard A. Bachmann, said.  "We will
continue our focus on our core business and our determination to
create value for shareholders."

The company said that it has initiated a search for a new chief
financial officer.  In the interim, Joseph LeBlanc, treasurer;
Dina Bracci Riviere, controller; and T.J. Thom, director of
investor relations have shared Mr. Woodall's primary
responsibilities prior to his arrival in August 2006 will again
share those responsibilities.

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.


FAIRFAX FINANCIAL: Commences Registered Notes Exchange Offering
---------------------------------------------------------------
Fairfax Financial Holdings Limited has commenced a registered
offer to exchange all of its outstanding 7-3/4% Notes due 2012.
There is $464.2 million principal amount of the old notes
outstanding.

Specifically, Fairfax is offering to exchange for each $1,000
principal amount of old notes validly tendered, $1,000 principal
amount of new 7-3/4% Senior Fairfax Notes due 2022.  In addition,
for each $1,000 principal amount of old notes exchanged at or
prior to midnight, New York City time, on May 23, 2007, Fairfax
will pay an amount of cash in U.S. dollars equal to the early
participation payment:

                 Old Notes         New Note         Early
    CUSIP          to be          Principal     Participation
    Number       Exchanged          Amount         Payment
    ---------------------------------------------------------
    303901AN2   2012 Notes          $1,000           $30

The early participation payment will only be paid to holders who
tender their old notes at or prior to the early participation
date.  The exchange offer will expire at 9:00 a.m., New York City
time, on June 8, 2007, unless extended.

Tendering holders will also be paid accrued and unpaid interest to
but not including the settlement date in cash on old notes that
are accepted in the exchange offer.  The settlement date for the
exchange offer is expected to be June 12, 2007.

The exchange offer is subject to certain customary conditions.  
The exchange offer is not subject to any condition as to a minimum
or maximum principal amount of old notes that will be accepted for
purchase.

Questions related to the exchange offer may be referred to:

   Merrill Lynch & Co.
   Tel: (212) 449-4914 (collect), or
        (888) 654-8637 (toll-free)

Merrill Lynch & Co., BMO Capital Markets Corp., and Ferris, Baker
Watts Incorporated are acting as dealer managers for the exchange
offer in the United States.

Merrill Lynch Canada Inc. and BMO Nesbitt Burns Inc. are acting as
dealer mangers in Canada.

A copy of the prospectus supplement and related base shelf
prospectus relating to the exchange offer is available by
contacting the exchange and information agent:

   D.F. King & Co. Inc.
   22nd Floor
   NO. 48 Wall Street
   New York, NY 10005
   Tel: (888) 628-9011 (toll-free)

                 About Fairfax Financial Holdings

Based in Toronto, Ontario, Fairfax Financial Holdings Ltd.  
(TSX: FFH)(NYSE: FFH) -- http://www.fairfax.ca/-- is a financial   
services holding company with subsidiaries engaged in property and
casualty insurance and reinsurance, investment management and
insurance claims management

                          *     *     *

Fairfax Financial Holdings Ltd.'s 7-3/4% Senior Notes due 2012
carry Moody's Investors Service's 'Ba3' rating and Standard &
Poor's 'BB' rating and Fitch' 'b+' rating.


GEORGIA GULF: Amends Senior Secured Credit Facility
---------------------------------------------------
Georgia Gulf Corporation has received requisite approval of the
amendment to its senior secured credit facility.  

In a Form 8-K filed with the U.S. Securities and Exchange
Commission on May 2, 2007, the company said it was seeking
primarily to increase the leverage ratios and decrease the
interest coverage ratios contained in its senior secured credit
facility to better accommodate the softened outlook for the
company's near-term operating results.

Based in Atlanta, Georgia, Georgia Gulf Corporation (NYSE:GGC) --
http://www.ggc.com/-- is a producer of commodity chemicals  
including chlorovinyls (chlorine,caustic soda, vinyl chloride
monomer, vinyl resins and vinyl compounds), PVC fabricated
products (pipe, siding, window profiles, plastic lumber, etc.),
and aromatics (cumene, phenol and acetone).

Including the recent acquisition of Royal Group Technologies Ltd,
the company generated revenues of $3.4 billion on a pro forma
basis for the year ending Dec. 31, 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 30, 2007,
Moody's Investors Service lowered the corporate family rating on
Georgia Gulf Corporation to B1 from Ba3 and assigned a stable
outlook.

Moody's also downgraded the company's senior unsecured and
subordinated notes by one notch, but confirmed the Ba2 ratings on
the company senior secured credit facilities.


GLOBAL CARGO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Global Cargo Expediters, Inc.
        aka L.D.C. Universal
        1 Cross Island Plaza, Suite 112B
        Rosedale, NY 11422

Bankruptcy Case No.: 07-42501

Type of Business: The Debtor is an international freight
                  forwarder, a supply chain solutions provider and
                  a customs house broker.  See
                  http://globalcargox.com/

Chapter 11 Petition Date: May 9, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Kenneth A. Reynolds, Esq.
                  Pryor & Mandelup, L.L.P.
                  675 Old Country Road
                  Westbury, NY 11590
                  Tel: (516) 997-0999
                  Fax: (516) 333 7333

Estimated Assets:       $10,000 to $100,000

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Transmarine (M.G.H. Group)       trade debt            $829,333
Bangladesh                       $599,333
Jahangir Tower (5th Floor)       loan
10, Kazi Nazrul Islan Avenue     $270,000
Karwan, Bazar, Dhaka-1215

ExpoLanka Freight Ltd.           trade debt            $450,000
No. 10 Mile Post Avenue
Columbo 3, Sri Lanka

Alba Wheels Up                   trade debt            $130,000

Safmarine c/o Maersk Sealand     trade debt            $110,854

Maersk Sealand                   trade debt            $100,000

Hapag-Lloyd (America), Inc.      trade debt             $61,706

Phoenix International Frt.       trade debt             $61,690
Services, Ltd.

Prime Cargo, Limited             trade debt             $60,000

Kin-Ngo Lam                      loan                   $42,000

A.G.I. Logistics Corp.           trade debt             $19,000
(J.F.K.)

Mediterranean Shipping Co.       trade debt             $15,249

Brookville Plaza Management,     rent                   $14,854
Inc.

D.K.'s Enterprise, Ltd.          trade debt             $11,000

RoadEx America, Inc.             trade debt             $10,024

Worldwide India                  trade debt              $6,293

Unicorn Express                  trade debt              $6,174

RoadEx C.Y., Inc.                trade debt              $5,000

Y.Y. Square Trading              trade debt              $4,542

Welley Shipping U.S.A., Inc.     trade debt              $4,495

G.T.C. "Gimmie the Cargo"        trade debt              $4,054


GOODYEAR TIRE: Moody's Upgrades Corporate Family Rating to Ba3
--------------------------------------------------------------
Moody's Investors Service upgraded Goodyear Tire & Rubber
Company's Corporate Family Rating to Ba3 from B1 and maintained a
positive rating outlook.  Moody's also affirmed Goodyear's
liquidity rating of SGL-2.  The actions follow an announcement by
Goodyear of plans to raise approximately $750 million of new
equity capital, which marks important further progress in the
company's plans to strengthen its balance sheet.

Goodyear has been pursuing strategies to better position the
company for long term competitiveness in the global tire business.
Capacity rationalization initiatives and a new labor contract
reached with the United Steel Workers should provide scope for
improved operating results, particularly in the core North
American Tire segment.  The labor agreement provides for the
company to utilize a VEBA structure to permanently reduce OPEB
liabilities.  At the same time, the company has declared a
strategy to further improve its balance sheet through debt
reduction. Proceeds from the proposed equity offering, combined
with anticipated receipts from the announced sale of its
Engineered Products Division and existing balance sheet liquidity,
will provide substantial capacity for the company to fund the VEBA
trust with $1.0 billion in cash, contribute to its U.S. pension
plans and implement its debt reduction plan. Full execution of the
plan, coupled with continued improvement in operating performance,
would significantly improve the company's financial metrics, and
could lead to a further rating upgrade.  However, realization of
all of the benefits will occur over time and remains subject to
execution on several elements.  While the upgrade to Ba3
acknowledges the progress made in achieving a new labor agreement,
announcing the sale of EPD, and initiating an equity offering, any
additional upgrades remain contingent on delivering on remaining
elements of the plan.  The positive rating outlook anticipates
that the company's ability to complete the EPD sale and equity
offering, achieve court approval of and fund the VEBA structure
for OPEB liabilities, further reduce outstanding debt and pension
liabilities, and sustain its improved operating performance could
lead to a further rating upgrade in the near term.

On May 9, 2007 Goodyear filed a registration statement with the
SEC for an equity issuance for $750 million (A "green shoe" option
could expand the offering by 15%).  The company also expects to
receive funds from the announced sale of EPD for $1.475 billion
(prior to fees, expenses, adjustments or taxes).  Combined with
residual balance sheet cash from earlier financing, the aggregate
inflows more than cover likely requirements to fund its VEBA trust
with $1 billion, contribute $550-$575 million to its U.S. pension
plans and initiate substantial debt reduction (including $315
million of "clawbacks" on two earlier issues of unsecured notes
that are triggered by the proposed equity offering).  Moody's
would anticipate debt reduction to occur over the coming year
through prioritizing debt with higher carrying costs, and more
restrictive terms.  The presence of variable rate obligations
without repayment premiums, approaching call dates, and ability to
induce conversion of an existing convertible issue into equity
could also assist the company in accomplishing its debt reduction
objectives at minimal relative expense.

Goodyear's ratings continue to consider its global scale,
geographic diversification and market share, and anticipated
improvements to its margins from the combination of restructuring
actions and cost savings achievable from its recent labor accord
with the USW in North America.  It further considers strengths
from its refreshed branded product offerings, lengthened debt
maturities from recent refinancing and continued solid liquidity
profile.  Nevertheless, the company's recent profitability has
been weak due to labor and commodity cost pressures, and lower
aggregate replacement tire demand in North America.  With a high
level of ongoing indebtedness, coverage ratios have been modest.  
While overall credit metrics have historically been more
consistent with a Corporate Family Rating in the "B" category,
they are expected to demonstrate incremental improvement.  This
improvement would be driven by efficiencies realized from an
improved cost structure (which would be enhanced upon closing its
envisioned VEBA trust), a rationalized manufacturing footprint,
recent pricing actions, and ultimate recovery in unit demand in
the critical North American tire market.  The equity offering,
existing balance sheet cash and pending sale of its EPD unit would
provide substantial capacity for the company's pension
contributions, funding a VEBA trust and debt reduction.

"Goodyear's strategy should meaningfully improve its operating
performance and capital structure.  While these initial actions
have produced a rating upgrade to Ba3, the outlook remains
positive and recognizes the potential which further operational
improvements as well as reduced debt and legacy obligations could
have on ratings" said Ed Wiest, Vice President and Senior Analyst
at Moody's.

Ratings revised:

Goodyear Tire & Rubber Company

    * Corporate Family Rating to Ba3 from B1

    * $1.5 billion first lien revolving credit facility to Baa3
      (LGD-1, 3%) from Ba1 (LGD-1, 4%)

    * $1.2 billion second lien term loan to Ba1 (LGD-2, 17%)
      from Ba2 (LGD-2, 20%)

    * Third lien secured term loan to Ba3 (LGD-4, 58%)
      from B2 (LGD-4, 59%)

    * 11% senior secured notes to Ba3 (LGD-4, 58%)
      from B2 (LGD-4, 59%)

    * Floating rate senior secured notes to Ba3 (LGD-4 58%)
      from B2 (LGD-4, 59%)

    * 9% senior notes to Ba3 (LGD-4, 58%) from B2 (LGD-4, 59%)

    * 8-5/8 % senior unsecured notes due 2011 to Ba3 (LGD-4,58%)
      from B2 (LGD-4, 59%)

    * Floating rate unsecured note due 2009, Ba3 (LGD-4, 58%)
      from B2 (LGD-4, 59%)

    * 6-3/8% senior notes to B2 (LGD-6, 94%) from B3 (LGD-6, 94%)

    * 7-6/7% senior notes to B2 (LGD-6, 94%) from B3 (LGD-6, 94%)

    * 7% senior notes to B2 (LGD-6, 94%) from B3 (LGD-6, 94%)

    * Senior unsecured convertible notes to B2 (LGD-6, 94%)
      from B3 (LGD-6, 94%)

Goodyear Dunlop Tyres Europe B.V. and certain subsidiaries

    * EUR505 million of first lien revolving credit facilities
      to Baa3 (LGD-1, 3%) from Ba1 (LGD-1, 4%)

Ratings affirmed:

Goodyear Tire & Rubber Company

    * Speculative Grade Liquidity rating, SGL-2

The last rating action was on March 27, 2007 at which time ratings
were assigned to Goodyear and GDTE's refinancing of their
respective first lien bank debt.

The SGL-2 Speculative Grade Liquidity rating represents good
liquidity over the coming 12 months and flows from the company's
considerable internal resources supplemented by the expected
infusion of funds from the equity issuance and divestiture of EPD.  
It also considers approximately $1 billion of available funding
from its $1.5 billion committed revolving credit facility.  The
facility has minimal constraints from financial covenants until
defined liquidity would fall to a certain level.

The change in Corporate Family Rating and associated assumptions
in Moody's Loss Given Default methodology affects assigned issue
ratings of Goodyear and Goodyear Dunlop Tyres Europe  obligations
as well as their respective LGD assessments.  In tandem with the
higher Corporate Family Rating, ratings on Goodyear's and GDTE's
first and second debt were up-notched one level as were unsecured
notes which did not have up-streamed guarantees from material
subsidiaries.  Goodyear's third lien debt as well as its unsecured
obligations with up-streamed guarantees were all up-notched two
levels.

Goodyear Tire & Rubber Company, based in Akron, OH, is one of the
world's largest tire companies with more than 90 facilities in 28
countries around the world.  Revenues in 2006 were approximately
$20.3 billion.


GOODYEAR TIRE: Planned Debt Reduction Cues S&P's Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term and
'B-2' short-term corporate credit ratings and certain other
ratings on Goodyear Tire & Rubber Co. on CreditWatch with positive
implications, reflecting the company's announcement that it
intends to issue common equity and use a substantial amount of
proceeds for debt reduction.
     
Proceeds are expected to be at least $725 million, net of fees, to
be used to repay approximately $175 million of its 8.625% notes
due in 2011 and approximately $140 million of its 9% notes due in
2015.  S&P expect some of the remaining proceeds would be used to
repay other debt.  If the equity offering is completed and
proceeds deployed as expected, S&P would likely raise the
corporate credit rating one notch to 'BB-'.
      
"The proposed equity offering reflects Goodyear's continuing trend
of addressing its aggressive financial risk profile, which has
been characterized by low earnings in North America, a leveraged
capital structure, and significant underfunded employee benefit
liabilities," said Standard & Poor's credit analyst Robert Schulz.


GRAFTECH INT'L: Improved Cash Flow Cues S&P to Upgrade Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on graphite electrode manufacturer GrafTech International
Ltd. to 'B+' from 'B'.  In addition, S&P raised the rating on the
company's $215 million senior secured revolving credit facility to
'BB-' from 'B+' and affirmed the '1' recovery rating on the
facility.  Also, Standard & Poor's raised its rating on Graftech's
convertible notes to 'B-' from 'CCC+'.  Lastly, S&P affirmed the
'B-' rating on GrafTech's $550 million senior secured notes and
assigned them a '5' recovery rating.  The outlook is stable.
      
"The upgrade reflects Graftech's strengthening financial profile
following debt reduction, good operational performance, and
improved cash flow generation with no more expected antitrust
fines," said Standard & Poor's credit analyst Anna Alemani.
      
"The ratings on GrafTech reflect its aggressive financial
leverage, significant exposure to the cyclical steel industry,
limited supplier diversity, and raw material cost pressure," Ms.
Alemani added.  "Ratings also reflect the company's good market
position in graphite electrodes, healthy margins driven by current
favorable industry conditions, and fair liquidity."
     
The outlook is stable.  Although rising costs and cyclical swings
in demand are a concern, the company benefits from a fair
liquidity position, which should enable it to withstand these
conditions in the intermediate term.  Moreover, although the loss
of its supplier or a sharp reduction in needle coke supply would
have serious consequences for the rating, a more immediate concern
comes from higher needle coke costs the company will incur in 2008
and its success in passing them through to at least maintain
current financial measures and cash flow.  S&P could revise the
outlook to positive if the company continues to reduce debt and
sustain positive cash flows.


GRAMERCY COURT: Court OKs Use of Secured Lenders' Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Gramercy Court Ltd. and its debtor-affiliate, 2600 Park
Living Ltd., to use Compass Financial Partners LLC, Mountain West
Mortgage LLC, and other lien claimants' cash collateral.

The Debtors tell the Court that Compass Financial Partners
LLC, Mountain West Mortgage LLC, and other lien claimants hold a
secured interest in certain assets of the Debtors, including cash.

The Debtors also tell the Court that they allow each of the
secured creditors to review all disbursements, and other books and
records pertaining to the Debtors' use of cash collateral.

As adequate protection, each secured creditors have priority over
any and all administrative expense and unsecured claims, and no
expense will charge against them.

The Debtor proposes to use the fund based on a budget, which can
be accessed for free at http://ResearchArchives.com/t/s?1ef3

Headquartered in Houston, Texas, Gramercy Court Ltd. and its
debtor-affiliate, 2600 Park Living Ltd., filed for Chapter 11
protection on April 3, 2007 (Bankr. S.D. Tx. Case No. 07-80177).
In their schedules, Gramercy Court Ltd. disclosed zero assets and
$44,328,196 in debts, while  2600 Park Living disclosed that it
has $50,121,580 in assets and $40,941,562 in debts.


GRAMERCY COURT: Selects Andrews Kurth as Bankruptcy Counsel
-----------------------------------------------------------
Gramercy Court Ltd. and its debtor-affiliate, 2600 Park Living
Ltd., ask the United States Bankruptcy Court for the Southern
District of Texas for permission to employ Andrews Kurth LLP, as
their bankruptcy counsel.

The firm is expected to:

     a. advise the Debtors with respect to their powers and duties
        as debtor-in-possession in the continued operation of
        their businesses and management of their properties;

     b. take all necessary actions to protect and preserve the
        Debtors' estates, including the prosecution of actions on
        the Debtors' behalf, the defense of any actions commenced
        against the Debtors, the negotiation of disputes in which
        the Debtors are involved, and the preparation of
        objections to claims filed against the Debtors' estates;

     c. prepare on behalf of the Debtors, as debtor-in-possession,
        all necessary motions, applications, answers, orders,
        reports, and papers in connection with the orderly
        administration of the estates;

     d. perform all necessary legal services in the formulation,
        negotiation and confirmation of a plan of reorganization
        and disclosure statement complying with the requirements
        of the Chapter 11 of the Bankruptcy Code, which will be
        submitted to parties in interest after approval by the
        Court; and

     e. perform any and all other legal services for the Debtors
        that the Debtors determine are necessary and appropriate
        after advice and consultation.

The Debtors tell the Court it paid the firm $20,000 as retainer
fee for postpetition fee.

The firm's professionals hourly rates are:

     Professional                 Hourly Rate
     ------------                 -----------
     David A. Zdunkewic, Esq.        $580
     Chasless L. Yancy, Esq.         $325
     M. Michelle Carreras, Esq.      $295

     Designation                  Hourly Rate
     -----------                  -----------
     Attorneys                     $205-$705
     Paralegals                     $60-$205

David A. Zdunkewic, Esq., a partner of the firm, assures the Court
the firm does not hold any interest adverse to the Debtors and is
a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Zdunkewic can be reached at:

     David A. Zdunkewic, Esq.
     Partner
     Andrews Kurth LLP
     111 Congress Avenue, Suite 1700
     Austin, Texas 78701
     Tel: (512) 320-9200
     Fax: (512) 320-9292
     http://www.andrewskurth.com/

Headquartered in Houston, Texas, Gramercy Court Ltd. and its
debtor-affiliate, 2600 Park Living Ltd., filed for Chapter 11
protection on April 3, 2007 (Bankr. S.D. Tx. Case No. 07-80177).
In their schedules, Gramercy Court Ltd. disclosed zero assets and
$44,328,196 in debts, while  2600 Park Living disclosed that it
has $50,121,580 in assets and $40,941,562 in debts.


HANCOCK FABRICS: Corporate Revitalization Can Supply Interim Staff
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
authority to Hancock Fabrics Inc. and its debtor-affiliates to
enter into an agreement with Corporate Revitalization Partners LLC
for the provision of temporary staff to Hancock Fabrics Inc.

As reported in the Troubled Company Reporter on March 30, 2007,
pursuant to the Engagement Agreement, CRP has agreed to provide
certain individuals to serve as Hancock Fabrics' interim
officers:

   1. Jeff Nerland, as interim executive vice president and
      chief financial officer;

   2. David Hull, as interim executive vice president and chief
      operating officer; and

   3. Brandon Smith, as interim vice president, assistant
      operating officer and assistant financial officer.

                       J. Nerland's Duties

Mr. Nerland, as CFO, will:

     * coordinate with investment bankers on management and
       administrative matters, back up coordination on legal and
       bankruptcy matters;

     * report daily and weekly cash management;

     * support business plan;

     * support sale process and exit financing;

     * negotiate with vendors on terms and reclamation claims
       issues;

     * interact with lenders and other constituents;

     * provide other necessary financial duties; and

     * continue involvement in stock keeping unit analysis and
       inventory management process.

The Debtors will pay Mr. Nerland $375 per hour, with a weekly cap
of $18,750 for 50 hours.

                         D. Hull's Duties

Mr. Hull, as COO, will:

   * organize constituents;

   * coordinate on legal and bankruptcy matters, back up M&A
     matters coordination;

   * sale process and exit financing support;

   * continue involvement in SKU analysis and inventory
     management process;

   * execute store closings, including providing assistance in
     identifying additional store closings and new site selection
     and repositioning;

   * reduce head count and Distribution Center changes; and

   * coordinate and execute asset sales.

The Debtors will pay Mr. Hull $325 per hour, with a weekly cap of
$16,250 for 50 hours.

                        B. Smith's Duties

Mr. Smith, as assistant operating and financial officer, will:

   * run the cash flow model each week and provide variance
     reporting and budgets;

   * run the internal financial model to incorporate store
     closings, labor reduction and other cost reductions on real
     time basis;

   * help manage vendor relations;

   * provide general bankruptcy support services with legal
     matters, including monthly operating reports and financial
     and advisor requests; and

   * support SKU and inventory management analysis and
     implementation.

The Debtors will pay Mr. Smith $250 per hour, with a weekly cap
of $13,750 for 55 hours.

The Debtors may, from time to time, require the assistance of
four other CRP personnel, according to Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, LLP, Debtors' bankruptcy
counsel:

            Professional               Hourly Rates
            ------------               ------------
            William Snyder                 $425
            Lisa Poulin                    $400
            Paul Ravaris                   $375
            John Kokoska                   $375

The aggregate weekly amount chargeable to the Debtors for the
Additional Staff will not exceed $5,000, Mr. Dehney said.  The
Debtors will also reimburse CRP for any reasonable and necessary
out-of-pocket expenses.

Under the Engagement Agreement, the Debtors agree to provide
insurance coverage to the Interim Officers.  Furthermore, the
Debtors will indemnify all CRP personnel who serve as their
temporary staff.

Mr. Dehney asserted that the Interim Officers will help ensure
that critical management functions are effectively discharged for
Hancock Fabrics during the pendency of these bankruptcy cases.

                      About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty      
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  

The Debtors exclusive period to file a chapter 11 plan expires on  
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 7,
http://bankrupt.com/newsstand/or 215/945-7000).  


HANCOCK FABRICS: Dean Abraham Resigns as Senior Vice President
--------------------------------------------------------------
On April 30, 2007, Dean Abraham stepped down as Hancock Fabrics
Inc.'s senior vice-president for store operations, the company
disclosed in a regulatory filing with the Securities and Exchange
Commission.

David Hull also resigned as a partner of Corporate Revitalization
Partners LLC, on May 4, 2007, according to the SEC filing.

As a result of Mr. Hull's resignation from CRP, he also resigned
as Hancock's interim executive vice president and chief operating
officer, the company reported.

Hancock earlier signed employment agreements with CRP for the
provision of temporary staff.  Under the Engagement Agreement,
CRP agreed to provide Mr. Hull as Hancock's interim executive
vice president and chief operating officer.

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty      
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  

The Debtors exclusive period to file a chapter 11 plan expires on  
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 7,
http://bankrupt.com/newsstand/or 215/945-7000).  


HMA SALES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: H.M.A. Sales, L.L.C.
        4525 South Sandhill, Suite 114
        Las Vegas, NV 89121

Bankruptcy Case No.: 07-12694

Chapter 11 Petition Date: May 10, 2007

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Eric Van, Esq.
                  Gordon & Silver, Ltd.
                  3960 Howard Hughes Parkway 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
U.S.A. Capital Diversified       loan               $13,670,000
Trust Deed Fund
4525 South Sandhill, Suite 4
Las Vegas, NV 89121

Mission Industries               goods and              $38,452
One West Mayflower Avenue        services
North Las Vegas, NV 89030

Nevada Power Company             goods and              $30,528
P.O. Box 98910                   services
Las Vegas, NV 89151-0001

Royal Center Associates,         receivables            $23,350
L.L.C.
Royal Resort Enterprises,
L.L.C.

Trading Places International     receivables            $14,900

Systems Products                 goods and              $14,002
International, Inc.              services

Health Plan of Nevada            goods and              $11,421
                                 services

Sprint                           goods and              $11,178
                                 services

Wells Fargo Financial Leasing    goods and              $10,787
                                 services

Clark County Water               goods and              $10,141
Reclamation District             services

Sequoia Insurance Co.            goods and              $10,034
                                 services

Rooms Unlimited, Inc.            goods and               $9,099
                                 services

Hospitality Solutions            goods and               $7,462
                                 services

Brady Industries, Inc.           goods and               $7,462
                                 services

Embarq Yellow Pages              goods and               $5,754
                                 services

Southwest Gas Corp.              goods and               $5,395
                                 services

Home Depot Supply                goods and               $5,286
                                 services

On Site Computer Solutions       goods and               $4,080
                                 services

Classic Coffee Concepts          goods and               $3,973
                                 services

L.M.S. Building Services         goods and               $3,899
                                 services


HOKULANI SQUARE: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hokulani Square, Inc.
        c/o 733 Bishop Street, Suite 2400
        Honolulu, HI 96813
        Tel: (808) 524-8350

Bankruptcy Case No.: 07-00504

Chapter 11 Petition Date: May 10, 2007

Court: District of Hawaii (Honolulu)

Debtor's Counsel: Jerrold K. Guben, Esq.
                  Reinwald O'Connor & Playdon, L.L.P.
                  733 Bishop Street, Floor 24
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Amazon Construction Co.          excavation             $33,652
Building 920-139
5 Sand Island Access Road
Honolulu, HI 96818

                                 demolition              $8,670

Tajiri Lumber, Ltd.              excavation             $15,900

American Express                 credit card             $8,500
P.O. Box 0001
Los Angeles, CA 90096


HOME EQUITY: Moody's Puts Low-B Ratings on Class B-1 & B-2 Certs.
-----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Home Equity Mortgage Trust Series 2007-2
and ratings ranging from A3 to Ba2 to the mezzanine and
subordinate certificates in the deal.

The securitization is backed by DLJ Mortgage Capital, Inc.
(34.43%), New Century Mortgage Corporation (14.87%) and other
mortgage lenders (50.7%), fixed-rate, closed end seconds mortgage
loans acquired by DLJ Mortgage Capital, Inc.  The ratings are
based primarily on the credit quality of the loans and on
protection against credit losses by subordination, excess spread,
and overcollateralization.  The ratings also benefit from
certificate insurance policy covering senior classes provided by
MBIA Insurance Corporation and an interest-rate swap and an
interest-rate cap agreement provided by Credit Suisse
International.  Moody's expects collateral losses to range from
10% to 10.50%.

Select Portfolio Servicing, Inc. will service the mortgage loans.  
Moody's has assigned SPS its servicer quality rating SQ2- as a
servicer of second lien mortgage loans.

The complete rating actions are:

Home Equity Mortgage Trust 2007-2

Home Equity Mortgage Pass-Through Certificates, Series 2007-2

         * Cl. 1A-1, Assigned Aaa
         * Cl. 2A-1F, Assigned Aaa
         * Cl. 2A-1A, Assigned Aaa
         * Cl. 2A-2, Assigned Aaa
         * Cl. 2A-3, Assigned Aaa
         * Cl. 2A-4, Assigned Aaa
         * Cl. M-1, Assigned A3
         * Cl. M-2, Assigned Baa1
         * Cl. M-3, Assigned Baa2
         * Cl. M-4, Assigned Baa3
         * Cl. B-1, Assigned Ba1
         * Cl. B-2, Assigned Ba2


IDIA NETWORK: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: IDIA Network, L.L.C.
        1100 Dexter Avenue North, Suite 100
        Seattle, WA 98109

Bankruptcy Case No.: 07-12147

Chapter 11 Petition Date: May 10, 2007

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Craig S. Sternberg, Esq.
                  Sternberg Thomson Okrent & Scher, P.L.L.C.
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 386-5438

Total Assets:  $829,373

Total Debts: $1,523,382

Debtor's 13 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Jon Eric deGooyer                                      $345,000

C.E.L. Manufacturing, Inc.                             $280,000
18620
141st Avenue Northeast,
Suite A
Woodinville, WA 98072

Speedway                                               $200,000
Motorsports, Inc.
P.O. Box 600
Concord, NC 28026-0600

Speedway Childrens'                                    $100,000
Charity

Port City Electric                                      $39,000

Milwaukee Mile Marketing,                               $25,000
L.L.C.

E.S.C. Manufacturing                                    $15,138

Premier                                                 $13,370

Wintronic Company                                       $12,206

Advances in Technology                                  $11,245

Victory Studios                                          $9,348

Landmark Technology                                      $8,095

Mad Toy Box Films, Inc.                                  $6,703


IMCO INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Imco, Inc.
        1510 Melanie Lane
        Arcadia, CA 91007

Bankruptcy Case No.: 07-13858

Chapter 11 Petition Date: May 11, 2007

Court: Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Lawrence B. Yang, Esq.
                  20687-2 Amar Road, Suite 245
                  Walnut, CA 91789
                  Tel: (626) 284-1142
                  Fax: (626) 284-1261

Total Assets: $16,001,000

Total Debts:   $8,001,650

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


INTERPUBLIC GROUP: Fitch Lifts Issuer Default Rating to BB-
-----------------------------------------------------------
Fitch Ratings has upgraded Interpublic Group's Issuer Default
Rating to 'BB-' from 'B'.  Approximately $2.3 billion in total
debt as of March 31, 2007 is affected.  The Rating Outlook is
Stable.

IPG's ratings are as:

    -- Issuer Default Rating (IDR) upgraded to 'BB-' from 'B';

    -- Enhanced Liquidity Facility (ELF) upgraded to 'BB-'
       from 'B'/'RR4';

    -- Senior unsecured notes (including convertibles) upgraded
       to 'BB-' from 'B'/'RR4';

    -- Cumulative convertible perpetual preferred stock upgraded
       to 'B' from 'CCC'/'RR6'.

The recovery ratings on the above securities are withdrawn.

The rating action and Outlook reflect IPG's position in the
industry as one of the largest global advertising holding
companies, its diverse client base, the company's ample liquidity,
and the progress it has made recently toward winning new accounts
and driving organic growth within its existing client base.  
Credit metrics have improved significantly from 2005 levels, and
are expected to continue to improve in 2007 and 2008.  Concerns
continue to reflect the risks associated with the company's
turnaround as it is still addressing issues at Lowe and within its
media operations.  Also, while Fitch believes the company is ahead
of its remediation plan, several material control weaknesses have
yet to be remedied.  The company has reiterated its expectation of
being Sarbanes Oxley complaint with the release of its 2007 form
10-K. Also, the rating incorporates the risk that a pending SEC
investigation could potentially result in a cash outflow.

The presence of an underutilized staff and significant
professional fees associated with the control issues resulted in
very weak operating and financial performance in 2005 and first
half of 2006.  However, recent trends indicate that the company's
efforts at turning around the business are gaining traction in the
market.  Organic revenue was slightly positive in 2006 (which is
significant given the levels of client losses in 2005) and for the
first quarter of 2007 reflecting expanded spending among the
existing clients and new client wins.  Notable recent wins include
Wal-Mart, K-Mart, Hewlett Packard, Bank of America Wealth
Management, and Kraft's Lunchables.

Also, material reductions in professional fees and other cost
containment actions (particularly in occupancy expenses) have had
a positive impact on profitability.  Operating EBITDA expanded
significantly year-over-year up more than 100% to approximately
$400 million in the latest 12 month period (LTM) ended Dec. 31,
2006.  Accordingly, operating EBITDA margins have expanded to
approximately 6.4% from 3.2%.  Fitch believes that IPG should be
able to make meaningful progress in 2007 (as demonstrated by first
quarter 2007 results released today) toward more normalized
industry levels.  Its 2008 goals of organic growth in the mid-
single digits and operating margin above 10% should be attainable.
Fitch notes that even without meeting these goals, there are still
opportunities for material increases in EBITDA in the next several
years.

From 2005 to 2006, adjusted debt (using 8 times [x] rent) to
operating EBITDAR improved from over 10x to slightly above 7x.
Alternatively, adjusted debt (using the PV of future leases) to
operating EBITDAR improved from 6.5x to approximately 5x.  Credit
ratios are expected to continue to improve in 2007 and 2008 on
relatively flat debt levels as potential revenue gains, further
reductions in professional fees and the impact of modest operating
leverage (resulting from improved staff utilization and occupancy
levels) should positively impact EBITDA and free cash flow.

IPG's liquidity position is supported by the $1.5 billion-$2.0
billion in cash and equivalents the company has maintained on its
balance sheet during its turn around.  (Fitch acknowledges the
meaningful differential between receivables and payables (in
excess of $1 billion in recent periods) would be a drain on cash
in a distress scenario.)  Net of $223 million in letters of
credit, the company had approximately $527 million available under
its $750 million enhanced liquidity facility (ELF) as of March 31,
2007.  Near-term maturities include $400 million convertible notes
that become putable by the note holders for cash in March 2008.
Other meaningful maturities are in 2009 when $250 million notes
come due and the ELF facility matures.  Also, in 2010 its $250
million floating rate notes mature.  Management has reiterated
that it intends to maintain significant liquidity through its
operational turnaround.  As the business gains further traction,
Fitch expects the company will periodically tap its liquidity to
make smaller strategic acquisitions but Fitch believes this
activity will be executed prudently without negatively impacting
the rating.

The capital structure includes approximately $800 million
convertible senior notes.  Fitch assigns these securities to class
A (100% debt, no equity) as defined under Fitch's hybrid
securities guidelines (published October 2006).  Per Fitch's
guidelines, these units are not considered mandatorily convertible
units, and the underlying notes rank as senior notes (meaning
there is no loss-absorption benefit).  The capital structure also
includes $525 million series B cumulative convertible perpetual
preferred stock which Fitch assigns class D (25% debt/75% equity)
given its perpetual nature, deferability features and the loss
absorption benefits that result due to this security's ranking in
the capital structure.


INTRAMETRICS CORP: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Intrametrics Corporation
        11222 Old Katy Road
        Houston, TX 77043

Bankruptcy Case No.: 07-33181

Chapter 11 Petition Date: May 10, 2007

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Peter Johnson, Esq.
                  Suite 2820 Eleven Greenway Plaza
                  Houston, TX 77046
                  Tel: (713) 961-1200
                  Fax: (713) 961-0941

Financial condition as of December 31, 2006

Total Assets: $5,316,423

Total Debts:  $2,066,099

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


IPCS INC: Apollo Sells 1.3 Million IPCS Shares to Bank of America
-----------------------------------------------------------------
iPCS Inc. shareholders Apollo Investment Fund IV, L.P. and Apollo
Overseas Partners IV, L.P. agreed to sell 1,300,000 shares of
iPCS' common stock to Banc of America Securities LLC.  iPCS will
not receive any proceeds from the offering.

The sale is subject to customary closing conditions.  Following
the closing of the sale, Apollo will hold 1,356,351 shares of
iPCS's common stock.  Banc of America Securities LLC is acting as
sole underwriter for the offering.

Headquartered in Schaumburg, Illinois, iPCS Inc. (Nasdaq: IPCS) --
http://www.ipcswirelessinc.com/-- is an affiliate of Sprint    
Nextel Corporation with the exclusive right to sell wireless
mobility communications network products and services under the
Sprint brand in 80 markets including markets in Illinois,
Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee.  The
territory includes key markets such as Grand Rapids (MI), Fort
Wayne (IN), Tri-Cities (TN), Scranton (PA), Saginaw-Bay City (MI)
and Quad Cities (IA/IL).  As of March 31, 2007, iPCS's licensed
territory had a total population of approximately 15 million
residents, of which its wireless network covered approximately
11.4 million residents, and iPCS had approximately 590,900
subscribers.

                          *     *     *

As reported in the Troubled Company Reporter on April 11, 2007,
Moody's Investors Service affirmed its B3 corporate family rating
for iPCS Inc.  The company's SGL-3 rating has also been affirmed.  
Moody's has changed its outlook for iPCS to developing.


JETBLUE AIRWAYS: Dave Barger Assumes Chief Executive Officer Seat
-----------------------------------------------------------------
JetBlue Airways Corporation has appointed Dave Barger to the
position of chief executive officer, effective immediately.  In
addition, Mr. Barger retains his responsibilities as president.  

David Neeleman, JetBlue's founder and chief executive officer
since 1998, will serve JetBlue as non-executive chairman of the
board.

"This is a natural evolution of the company's leadership structure
as JetBlue continues to grow," Mr. Neeleman said.  "As chairman of
the board, I will focus on developing JetBlue's long-term vision
and strategy, and how the company can continue to be a preferred
product in a commodity business."

"I am honored to serve JetBlue in this capacity, and I thank David
for his leadership," Mr. Barger said.  "The strength of JetBlue
has always been the company's crewmembers.  The company believes
that when it takes care of its people, and make sure they have the
right tools and resources, customers will choose the company first
every time.  I look forward to a very bright future for the
company's crewmembers, its customers and its shareholders."

Mr. Neeleman founded JetBlue as chief executive officer in 1998
and became chairman of the board of directors in 2002.  Mr. Barger
joined JetBlue in August 1998 as president and chief operating
officer.  The airline first took to the skies in February 2000.
Since then, the low-fare airline based in New York's John F.
Kennedy International Airport has grown to 52 destinations with
more than 575 daily flights.

                    About JetBlue Airways Corp.

Headquartered in Forest Hills, New York City, JetBlue Airways
Corporation (Nasdaq:JBLU) -- http://www.jetblue.com/-- has  
created a new airline category based on value, service and style.  
The company is known for its service and low fares.  JetBlue
offers its own Customer Bill of Rights, with meaningful
compensation for customers inconvenienced by service disruptions
within JetBlue's control.  JetBlue serves 52 cities with up to 575
daily flights.

                          *     *     *

Moody's Investors Services assigned 'B2' on JetBlue Airways
Corp.'s long-term corporate rating and probability of default and
'Caa1' on its senior unsecured debt rating.  The outlook is
negative.

Fitch assigned 'B' on the company's long-term issuer default
rating.  The outlook is stable.


JETBLUE AIRWAYS: CEO Replacement Cues S&P's Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed most of its ratings on
JetBlue Airways Corp., including the 'B' long-term corporate
credit rating, on CreditWatch with negative implications.  The 'B-
3' short-term rating is not on CreditWatch.
      
"The CreditWatch placement reflects the company's operational and
strategic challenges, highlighted by [the] announcement that
founder David Neeleman will be replaced as CEO by the company's
president, Dave Barger, effective immediately," said Standard &
Poor's credit analyst Betsy Snyder.  Mr. Neeleman, responsible for
JetBlue's distinctive and positive corporate culture, will remain
company chairman, but in a nonexecutive role, focusing on long-
term strategy.  The departure of Mr. Neeleman is the latest in a
series of management changes that leaves Mr. Barger as one of the
few remaining members of the company's senior management team
since it was founded in 1998.  "We believe Mr. Neeleman's
departure from JetBlue's daily operations could negatively affect
its generally positive employee relations and could result in
changes in its business model," Ms. Snyder continued.
     
JetBlue had begun to regain profitability in the fourth quarter of
2006 after a sharp decline in operating performance during 2004
and 2005.  The company instituted a Return to Profitability plan,
which included better yield management and cost reductions.  It
also slowed its growth by deferring deliveries of new aircraft,
and selling five of its early-delivery A320s, and has indicated it
would be open to further aircraft sales if the opportunity arose.  
In addition, the company joined computer reservations systems,
which enables it to access more higher-yielding business
travelers.  

However, in the first quarter of 2007, the company lost
$22 million; it had been significantly affected by two major ice
storms in the Northeast, one of which shut down the company's
operations for several days, as well as operating problems with
its Embraer 190 regional jets.  As a result of the loss in the
first quarter and a weaker-than-expected outlook for domestic
industry traffic and pricing, JetBlue's financial profile will
likely take longer to improve than previously expected.
     
Standard & Poor's will assess the new CEO's operating strategy and
the effect on JetBlue's credit profile to resolve the CreditWatch.


JOHN B SANFILIPPO: Posts $6.2 Mil. Net Loss in Qtr Ended Mar. 29
----------------------------------------------------------------
John B. Sanfilippo & Son Inc. reported a net loss of approximately
$6.2 million for the third quarter ended March 29, 2007, compared
with a net loss of approximately $5.9 million for the third
quarter of fiscal 2006.  

Net sales declined by approximately $12 million or 10.1% to
approximately $107 million in the current quarter from net sales
of approximately $119 million for the third quarter of fiscal
2006.  Compared to the third quarter of fiscal 2006, net sales and
pounds shipped to customers declined in all distribution channels.

The gross profit margin, as a percentage of net sales, increased
from 3.8% for the third quarter of fiscal 2006 to 5.6% for the
current quarter.  Increases in margins on sales of almonds,
cashews and mixed nuts were partially offset by increased
commodity costs for pecans and walnuts and a $4.5 million increase
in unfavorable overhead absorption variance.

Selling and administrative expenses for the current quarter
increased to 11.3% of net sales versus 10.0% for the third quarter
of fiscal 2006 primarily because last year's quarter benefited
from a gain related to real estate sales.  Selling and
administrative expenses, as a percentage of net sales, also
increased over the prior year's third quarter because operating
expenses remained fixed in relation to the decline in net sales.

For the third quarter of fiscal 2007, the operating loss was
$6.1 million, or 5.7% of net sales, versus an operating loss of
$7.4 million, or 6.2% of net sales, for the third quarter of
fiscal 2006.

Interest expense for the third quarter of fiscal 2007 was
approximately $2.9 million compared to $1.8 million for the third
quarter of fiscal 2006.  Increased debt levels, which primarily
were caused by the financing obligation related to the Selma
facility lease transaction, and increased interest rates on both
short-term and long-term credit facilities led to the
increase in interest expense in the quarterly comparisons.

"The third quarter was a disappointing quarter especially in
respect to declines in unit volume sold in the industrial,
consumer and contract packaging channels.  The high cost of most
tree nuts in the previous year has had a negative impact upon the
willingness of our private label retail customers to fund
promotional activity," Mr. Sanfilippo stated.  

"In addition to the impact that the volume decline has had on our
ability to absorb overhead costs in the quarter, we were
negatively impacted by increased manufacturing spending as we
activated a significant portion of our new Elgin facility
at the beginning of the current quarter,"  Mr. Sanfilippo noted.

At March 31, 2007, the company's balance sheet showed
$404.4 million in total assets, $233.7 million in total
liabilities, and $170.7 million in total stockholders' equity.

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

                     About John B. Sanfilippo

Headquartered in Elgin, Illinois, John B. Sanfilippo & Son Inc.
(Nasdaq: JBSS) -- http://www.fishernuts.com/-- is a processor,  
packager, marketer and distributor of shelled and in-shell nuts
and extruded snacks that are sold under a variety of private
labels and under the company's Fisher(R), Evon's(R), Snack 'N
Serve Nut Bowl(TM), Sunshine Country(R), Flavor Tree(R) and Texas
Pride(TM) brand names.  The company also markets and distributes a
diverse product line of other food and snack items.

             Non-compliance with Financial Covenants

As a result of the net loss reported in the current quarter, the
company was not in compliance with the EBITDA covenant in its Note
Agreement as of the end of the current quarter and the minimum
working capital covenant in the Note Agreement and the Bank Credit
Facility at the end of each of the three months in the current
quarter.  

The company has requested waivers for the non-compliance from its
lenders.  If waivers cannot be obtained, the company would be
required to obtain alternative financing for amounts due pursuant
to those agreements.


KB HOMES: Receives Takeover Offer for French Subsidiary
-------------------------------------------------------
KB Home has received an offer of ?53.13 per share from an
undisclosed buyer to purchase the 10,921,954 shares it owns in its
French subsidiary Kaufman & Broad S.A.

KB Home is currently evaluating that offer and is also evaluating
other strategic alternatives, including a public or private
offering of its shares in Kaufman & Broad S.A. or retaining its
shares.  KB Home does not intend to make any further announcement
unless it has finalized a transaction.

                     About Kaufman & Broad S.A.

Kaufman & Broad S.A. -- http://www.uk.ketb.com/uk/france_home/--  
has been designing, building and selling single-family homes and
apartments, as well as office properties on behalf of third
parties.

                          About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.ketb.com/-- is an American homebuilder.  The company  
has domestic operating divisions in 15 states, building
communities from coast to coast.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 16, 2007,
Moody's Investors Service confirmed the ratings of KB Home,
including its Ba1 corporate family rating, Ba1 ratings on the
company's senior notes, and Ba2 ratings on the company's
subordinated notes.  The ratings were taken off review for
downgrade, concluding the review that was commenced on Dec. 15,
2006.  The ratings outlook is negative.


LB-UBS COMMERCIAL: Moody's Junks Rating on $4.8MM Class Q Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 22 classes and
downgraded the rating of one class of LB-UBS Commercial Mortgage
Trust 2005-C2, Commercial Mortgage Pass-Through Certificates,
Series 2005-C2 as:

    - Class A-1, $47,436,710, affirmed at Aaa
    - Class A-2, $551,000,000, affirmed at Aaa
    - Class A-3, $81,000,000, affirmed at Aaa
    - Class A-4, $304,700,000, affirmed at Aaa
    - Class A-AB, $76,000,000, affirmed at Aaa
    - Class A-5, $470,704,000, affirmed at Aaa
    - Class A-J, $121,684,000, affirmed at Aaa
    - Class B, $13,941,000, affirmed at Aa1
    - Class C, $29,204,000, affirmed at Aa2
    - Class D, $38,939,000, affirmed at Aa3
    - Class E, $41,372,000, affirmed at A2
    - Class F, $17,036,000, affirmed at A3
    - Class G, $17,036,000, affirmed at Baa1
    - Class H, $17,035,000, affirmed at Baa2
    - Class J, $29,204,000, affirmed at Baa3
    - Class K, $17,036,000, affirmed at Ba1
    - Class L, $7,301,000, affirmed at Ba2
    - Class M, $2,434,000, affirmed at Ba3
    - Class N, $4,867,000, affirmed at B1
    - Class P, $4,867,000, affirmed at B2
    - Class Q, $4,868,000, downgraded to Caa1 from B3
    - Class X-CL, Notional, affirmed at Aaa
    - Class X-CP, Notional, affirmed at Aaa

As of the April 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.2%
to $1.92 billion from $1.94 billion at securitization.  The
Certificates are collateralized by 106 mortgage loans.  The loans
range in size from less than 1.0% to 11.4% of the pool, with the
top 10 loans representing 63.5% of the pool.  The pool includes
five shadow rated loans, representing 28.6% of the outstanding
loan balance.

The pool has not experienced any losses since securitization.
There are currently four loans in special servicing.  Moody's is
projecting $7.8 million in losses for all the specially serviced
loans. Fourteen loans, representing 7.9% of the pool, are on the
master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 98.7% and 62.7%, respectively, of the pool.  
Moody's average weighted loan to value ratio for the conduit
component is 102.8%, compared to 100.9% at securitization.  
Moody's is downgrading Class Q due to the anticipated losses from
the specially serviced loans and LTV dispersion.  Based on Moody's
analysis 66.9% of the pool has a LTV in excess of 100.0%, compared
to 40.7% at securitization.

The largest shadow rated loan is the 909 Third Avenue Loan ($219.3
million -- 11.4%), which is secured a 1,308,745 square foot 33-
story office building located in the Third Avenue submarket of New
York City.  Moody's current shadow rating is Baa3, the same as at
securitization.

The second largest shadow rated loan is the Macquarie DDR
Portfolio II Loan ($157.3 million -- 8.2%), which is secured by
the borrower's interest in eight retail centers (1,869,119 square
feet of collateral), located in five states (Minnesota-1,
Connecticut-1, Florida-2, Wisconsin-3 and Tennessee-1).  The loan
represents an 85.6% pari-passu interest in a $183.7 million loan.  
The loan is interest only for its entire term.  Moody's current
shadow rating is Baa3, the same as at securitization.

The third largest shadow rated loan is the Bay Colony Corporate
Center Loan ($145.0 million -- 7.6%), which is secured by a
968,608 square foot office portfolio, located in Waltham,
Massachusetts.  The property is also encumbered by a $55.0 million
junior note that is not part of the Trust.  The loan is interest
only for its entire term. Moody's current shadow rating is Baa3,
the same as at securitization.

The fourth largest shadow rated loan is the 895 Broadway Loan
($14.6 million -- 0.8%), which is secured by a 72,000 square foot
office building located in the Union Square submarket of New York
City.  Moody's current shadow rating is Baa2, the same as at
securitization.

The fifth largest shadow rated loan is the Hartz Fee Portfolio
Loan ($13.5 million -- 0.7%), which is secured by the leased fee
interest in land improved with two limited service hotels and a
retail building located in Secaucus, New Jersey.  The loan is
interest only for its entire term.  Moody's current shadow rating
is Aa2, the same as at securitization.

The three largest conduit loans represent 19.6% of the pool.  The
largest conduit loan is the Woodbury Office Portfolio - II Loan
($163.6 million -- 8.5%), which is secured by a 22 building,
1,055,577 square foot office building portfolio, located in
Woodbury, Nassau County, New York.  The property is also
encumbered by $20.4 million of mezzanine debt.  Moody's LTV is in
excess of 100.0%, the same as at securitization.

The second largest conduit loan is the Civica Office Commons Loan
($113.5 million - 5.9%), which is secured by a 305,835 square foot
office building complex located in Bellevue, Washington.  The loan
is on the master servicer's watchlist due to a crane falling on
the subject from an adjacent construction site.  Repair completion
is expected in August 2007.  Although the project is losing
revenue as a result of 11,118 square feet being temporarily
unusable, the loss will be covered by business interruption
insurance.  The loan is interest only for its entire term.  
Moody's LTV is in excess of 100.0%, the same as at securitization.

The third largest conduit loan is the Park 80 West Loan ($100.0
million -- 5.2%), which is secured by a 490,000 square foot office
complex located in Saddle Brook, Bergen County, New Jersey.  The
loan is interest only for its entire term.  Moody's LTV is in
excess of 100.0%, the same as at securitization.


LEAR CORP: S&P Rates Proposed $3.6 Billion Senior Facilities at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on automotive supplier Lear Corp.
and removed them from CreditWatch where they were placed on
Feb. 9, 2007, with negative implications following the
announcement that Lear had agreed to be acquired by American Real
Estate Partners L.P.  The outlook is negative.
     
At the same time, S&P assigned loan and recovery ratings to Lear's
proposed $3.6 billion senior secured credit facilities.  They were
rated 'B' with a recovery rating of '3', indicating the
expectation of meaningful (50%-80%) recovery of principal in the
event of a payment default.
     
[Thurday's] affirmation reflects S&P's view that the pending sharp
increase in Lear's leverage--the exact amount of new debt was
unknown at the time of the February CreditWatch listing--will
result in a credit profile consistent with the 'B' rating.  Lear
has a solid market position in the global auto seating supply
sector, and S&P do not expect any shifts in the company's business
strategies as a result of the AREP purchase.  While some of the
senior unsecured debt issues contain change in control language,
the offer by AREP does not trigger those provisions and so all the
existing senior notes are expected to remain outstanding.


LEBARON DRYWALL: Want to Hire Erik Leroy as Co-Counsel
------------------------------------------------------
LeBaron Drywall Inc. asks the U.S. Bankruptcy Court for the
District of Alaska for permission to employ Erik J. Leroy, Esq.,
as its co-counsel.

Mr. Leroy will:

     a. resolve issues concerning the rights of secured, priority
        and unsecured creditors;

     b.  provide postpetition financing, asset sales, use of cash
         collateral, and other matters affecting the estate;

     c. pursue causes of action where appropriate;

     d. prepare and obtain court approval of a disclosure
        statement and plan of reorganization; and

     e. assist the Debtor on other matters relative to the
        administration of this estate and the reorganization of
        the Debtor.

The Debtor has agreed to pay Mr. Leroy $190 per hour for his
services.

Mr. Leroy assures the Court that he does not hold any interest
adverse to the Debtor and is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Anchorage, Alaska, LeBaron Drywall, Inc. builds
condominiums.  The company filed for Chapter 11 protection on
February 21, 2007 (Bankr. D. Alaska Case No. 07-00070).  John C.
Siemers, Esq., at Burr Pease & Kurtz, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $18,955,000.


MAGNOLIA VILLAGE: Can Assign Real Property Leases to Basin Street
-----------------------------------------------------------------
Magnolia Village LLC and its debtor-affiliates obtained permission
from the United State Bankruptcy Court for the District of Nevada
to assume and assign non-residential real property leases to Basin
Street Properties.

The Debtors can assume and assign:

     a. Magnolia Double R.I., LLC -- three commercial buildings
        and two vacant land parcels located at Sandhill Drive
        in Reno, Nevada;

     b. Building C -- leased by Jeff Codega planning
        & Design Inc; and

     c. Magnolia South Meadows, IV, LLC -- an 18,784 sq. ft.
        office at 595 Double Eagle Court in Reno, Nevada.

As reported in the Troubled Company Reporter on Feb. 7, 2007,
the Debtors wants to sell the property at $24,000,000 subject
to better and higher offers.  The debtor-affiliates are offering
$22,362,500 for the real property holdings.

On Feb. 15, 2007, the Court denied the Debtors' motion to sell
its properties to Basin Street for $22,012,500.

Based in Reno, Nevada, Magnolia Village LLC, is a luxurious
resort-style Class A Office Park.  The company and its
affiliates filed for chapter 11 protection on Sept. 8, 2006
(Bankr. D. Nev. Case No. 06-51649).  Stephen R. Harris, Esq.
at Belding, Harris & Petroni Ltd. represents the Debtors.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When Magnolia Village filed for protection from its
creditors, it listed estimated assets between $10 million and
$50 million and debts between $100,000 to $500,000.


MAGNOLIA VILLAGE: Can Sell Properties to Flocchini for $23 Million
------------------------------------------------------------------
Magnolia Village LLC and its debtor-affiliates obtained authority
from the United States Bankruptcy Court for the District of Nevada
to sell certain real properties to Flocchini Associates LLC.

Specifically, the Debtors can sell:

     Property                               Amount
     --------                               ------
     Building #A office building          $7,300,000
     Building #C office building          $4,950,000
     Three vacant parcels                 $2,750,000
     South Meadows III office building    $4,000,000
     South Meadows IV office building     $4,000,000
                                         -----------
                                         $23,000,000

As reported in the Troubled Company Reporter on Feb 28, 2007, the
Debtors told the Court that Flocchinni Associates will assume a
$5,223,183 loan balance and two secured loans.

Based in Reno, Nevada, Magnolia Village LLC, is a luxurious
resort-style Class A Office Park.  The company and its
affiliates filed for chapter 11 protection on Sept. 8, 2006
(Bankr. D. Nev. Case No. 06-51649).  Stephen R. Harris, Esq. at
Belding, Harris & Petroni Ltd. represents the Debtors.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When Magnolia Village filed for protection from its
creditors, it listed estimated assets between $10 million and
$50 million and debts between $100,000 to $500,000.


MESABA AVIATION: AMFA Objects to Excessive Airline Executive Pay
----------------------------------------------------------------
The Aircraft Mechanics Fraternal Association has said its members
will join up to 100,000 others at a May 17, 2007 "Enough Is
Enough" rally on the Mall in Washington, D.C., to protest
excessive executive compensation in the airline industry.

In 2005, the mechanics, flight attendants and pilots unions at
Mesaba Aviation Inc. joined forces as the Mesaba Labor Coalition
and overcame divide-and-conquer management tactics during contract
negotiations.  The same employee groups, along with engineers and
flight controllers, later formed the United Airlines Labor
Coalition to defend the public and themselves against management
excesses harmful to UAL's future.

Even before the May 17 event, AMFA union officials and members
will show up at the May 10 UAL annual shareholders meeting in
Chicago to protest against excessive executive compensation,
according to AMFA National Director O.V. Delle-Femine.  United
Airlines' board bestowed $39.7 million in compensation on CEO
Glenn Tilton in 2006, despite the airline's continued poor
performance.  AMFA recently used the UAL shares the union owns to
give the UAL board a no-confidence vote.

"Most airline executives and their boards have entirely lost sight
of their responsibilities to shareholders, the flying public and
the rank-and-file employees who keep the airlines operating," said
Delle-Femine.  "The executives are being awarded tens of millions
of dollars in pay and bonuses as their companies' financial
performance languishes and employees receive severe pay cuts and
terminations.  Northwest Airlines executives did this right in the
midst of bankruptcy."

The May 17 Washington rally will also show support for a bill (HR
1257) making its way through Congress that would require a non-
binding shareholder vote on executive compensation and "golden
parachute" packages.  The bill, which has already moved through
the House Financial Services Committee, responds to growing
concern among shareholders and the American public about excessive
executives pay.

                      About Mesaba Aviation

Based in Eagan, Minnesota, Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a   
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines(OTC:NWACQ.PK).  The company filed for chapter
11 protection on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-
39258).  Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath &
Nauman PA, represents the Debtor in its restructuring efforts.
Craig D. Hansen, Esq., at Squire Sanders & Dempsey, L.L.P.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $108,540,000 and total debts of $87,000,000.  The
U.S. Bankruptcy Court for the District of Minnesota confirmed
Mesaba's Modified Plan of Reorganization on April 9, 2007.


METCARE RX: Can Hire Norris McLaughlin as Bankruptcy Counsel
------------------------------------------------------------
Metcare RX Pharmaceutical Services Group LLC and its debtor-
affiliates obtained authority from the United States Bankruptcy
Court for the District of New Jersey to employ Norris, McLaughlin
and Marcus PA as their bankruptcy counsel.

Norris MacLaughlin is expected to:

   a) advice the debtors on their powers and duties as Debtor-in-
      possession in the continued operation of their businesses
      and in the management of their property;

   b) hold meetings with the creditors to formulate, negotiate and
      implement a plan of reorganization and take necessary legal
      steps to confirm the plan and negotiate any financing
      pertaining to the plan;

   c) prepare on behalf of the Debtors, all necessary and
      appropriate applications, motions, pleadings, draft orders
      and review all financial and other reports to be filed in
      their Chapter 11 cases;

   d) attend Court hearings, depositions, Rule 2004 examinations
      and other Chapter 11 case proceedings; and

   e) perform all other legal services for the Debtor such as
      advising and assisting in the debt restructuring, general
      finance, bankruptcy litigation, corporate, commercial,
      labor, tax, environment, healthcare, regulatory and related
      matters.

Bruce J. Wisotsky, Esq., a member of the Norris McLaughlin tells
the Court of the firm's professional hourly rate:

      Professionals                   Hourly Rate
      -------------                   -----------
      Partner                         $240 - $515
      Associate                       $195 - $250
      Legal Assistant                 $115 - $130

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

Mr. Wisotsky can be reached at:

   Norris McLaughlin & Marcus PA
   P.O. Box 1018
   Somerset Co.
   No. 721 Route 202-206
   Somerville, NJ 08876-1018

Based in Cedar Grove, N.J., Metcare Rx Pharmaceutical Services
Group LLC and its affiliates -- http://www.metcarerx.com/-- form  
a full-service pharmacy management company that offers customized
solutions and comprehensive pharmacy managed care services.  The
Debtor and its affiliates filed for Chapter 11 protection on
April 3, 2007 (Bankr. D. N.J. Case Nos. 07-14612 through
07-14620).  When the Debtors filed for protection from its
creditors, they listed estimated assets and debts of $1 million to
$100 million.


METCARE RX: Trustee Picks 3-Member Unsecured Creditors' Committee
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors in Metcare RX Pharmaceutical Services Group
LLC and its debtor-affiliates' Chapter 11 cases:

   a) Kenneth Bergeron
      Bellco Drug Corp.
      NO. 5500 New Horizons Blvd.
      N. Amityville, NY 11701
      Tel: (631) 789-6373
      Fax: (631) 789-6373

   b) Gerald J. Grabner
      Parmed Pharmaceuticals
      No. 4220 Hyde Park Blvd.
      Niagara Falls, NY 14305
      Tel: (800) 727-6331 Ext. 104
      Fax: (716) 284-2850

   c) William Lord, Jr.
      No. 1807 Via del Sol N.E.
      Albuquerque, N.M. 87110
      Tel: (505) 268-5300
      Fax: (505) 268-5300

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 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 Cedar Grove, N.J., Metcare Rx Pharmaceutical Services
Group LLC and its affiliates -- http://www.metcarerx.com/-- form  
a full-service pharmacy management company that offers customized
solutions and comprehensive pharmacy managed care services.  The
Debtor and its affiliates filed for Chapter 11 protection on
April 3, 2007 (Bankr. D. N.J. Case Nos. 07-14612 through
07-14620).  When the Debtors filed for protection from its
creditors, they listed estimated assets and debts of $1 million to
$100 million.


METCARE RX: Committee Taps Platser Swergold as Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Metcare RX
Pharmaceutical Services Group LLC and its debtor-affiliates'
Chapter 11 cases, seeks permission from the United States
Bankruptcy Court for the District of New Jersey to retain Platser
Swergold Karlin Levine Goldberg and Jaslow LLP as its counsel,
nunc pro tunc to April 27, 2007.

Platser Swergold will:

   a) assist and advise the Committee in its consultations with
      Debtors in the administration of these proceedings;

   b) represent the Committee before the Court and advise the
      Committee on pending litigation, hearings, motions and
      decisions of the Court;

   c) assist and advise in the examination and analysis of the
      Debtors' affairs and the causes of their insolvency or
      inability to pay their debts as they mature;

   d) review and analyse all applications, orders, statements of
      operations and schedules filed with the Court by the Debtors
      or third parties and advise the Committee as to their
      propriety;

   e) assist in preparing applications, orders in support of
      positions taken by said Committee, well as prepare witnesses
      and review documents in this regard;

   f) confer with any accountant and consultant retained to enable
      counsel to fully advise on the Debtors' activities;

   g) assist in its negotiations with the Debtors or third parties
      concerning the terms of any sale of assets;

   h) assist in its negotiations with the Debtors concerning any
      proposed plans of reorganization and aid in the drafting of
      the same;

   i) negotiate review and participate with Debtors' Counsel in
      the drafting of any disclosure statements;

   j) assist with solicitation and filing with the court of
      acceptances and rejections;

   k) communicate with creditor body regarding the Committee's
      recommendations; and

   l) assist in performing other services in connection with the
      interest of the creditors.

Clifford A. Kats, Esq., a member of Platser Swergold tells the
Court of the firm's professional hourly rates:

      Professional                   Hourly rate
      ------------                   -----------

      Partners                       $410 - $595
      Associates                     $170 - $410
      Paralegals                         $135

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

Mr. Kats can be reached at:

   Platser Swergold Karlin Levine Goldberg and Jaslow LLP
   Suite 206
   No. 1065 Avenue of the Americas
   New York, NY 10018
   Tel: (212) 593-3000 Ext. 244
   Fax: (212) 593-0353

Based in Cedar Grove, N.J., Metcare Rx Pharmaceutical Services
Group LLC and its affiliates -- http://www.metcarerx.com/-- form  
a full-service pharmacy management company that offers customized
solutions and comprehensive pharmacy managed care services.  The
Debtor and its affiliates filed for Chapter 11 protection on
April 3, 2007 (Bankr. D. N.J. Case Nos. 07-14612 through
07-14620).  When the Debtors filed for protection from its
creditors, they listed estimated assets and debts of $1 million to
$100 million.


MGM MIRAGE: Fitch Rates $750 Million Senior Unsecured Notes at BB
-----------------------------------------------------------------
Fitch has assigned a rating of 'BB' to the 7.5% $750 million in
senior unsecured notes due 2016 offered by MGM MIRAGE (NYSE: MGM).

The Rating Outlook is Stable.  The rating reflects MGM's high
quality asset portfolio, strong competitive position, and adequate
liquidity.  Credit concerns include limited diversification, high
leverage for the rating category, and significant capital spending
plans.

MGM's credit profile has weakened since Fitch affirmed MGM's
rating in December, but it still maintains a high degree of
financial flexibility that affords it above average leverage for
the rating category.

The following recent developments weakened MGM's credit profile:

    -- MGM entered into two agreements in April to purchase
       34 acres of land on the north end of the Las Vegas Strip
       (near Circus-Circus) for $575 million, or $17 million per
       acre.

    -- MGM entered into a $160 million convertible note loan
       agreement in April with The M Resort LLC to help fund
       development of the mixed-use M Resort, which is located on
       Las Vegas Boulevard (but south of the Strip) and is
       scheduled to open in mid-2009.  The note can convert into a
       50% equity interest after 18 months if the note is not
       repaid.

    -- The budget for CityCenter was raised by $400 million to
       $7.4 billion from $7.0 billion

The following recent developments mitigate the pressure on MGM's
credit profile.

    -- MGM completed the sale of its Primm assets for nearly
       $400 million in April.

    -- MGM expects to close the sale of its Laughlin assets for
       roughly $200 million in Q2'07.

    -- Demand for CityCenter residential units, which started in
       January 2007, has been stronger than anticipated resulting
       in a $200 million increase to the estimated residential
       sales proceeds.  Through April 19, contracts were executed
       representing over $800 million in sales proceeds at average
       sales per square foot above original projections.  MGM now
       estimates $2.7 million in residential sales, up from the
       previous estimate of $2.5 million for a net CityCenter
       construction cost of $4.7 billion.

    -- Earlier this month, MGM withdrew its proposal to develop
       and manage a facility at the Aqueduct Racetrack and
       terminated its negotiations with the New York Racing
       Association and the State of New York.  MGM had agreed to
       provide $190 million in financing for the project.

Fitch also views positively that MGM has recently been seeking to
create value from its brand portfolio, development and management
capability, and underutilized land assets.  It has entered into
several relatively low-risk, limited capital commitment JV
agreements that could enable MGM to benefit with minimal stress on
its balance sheet.

Recent share repurchase activity and insurance proceeds from
Hurricane Katrina have been mostly consistent with expectations.


MIRANT CORPORATION: Posts $52 Mil. Loss in Quarter Ended April 1
----------------------------------------------------------------
Mirant Corporation reported a net loss of $52 million for the
first quarter ended March 31, 2007, as compared with net income of
$467 million for the same period in 2006, principally driven by a
net change of $605 million for unrealized mark-to market gains and
losses.

Mirant reported adjusted net income of $218 million for the first
quarter of 2007, as compared with adjusted net income for the
first quarter of 2006 of $142 million.  Adjusted net income
excludes unrealized mark-to-market gains and losses and other non-
recurring items.

Operating revenues for the first quarter 2007 were $353 million,
significantly down from $962 million for the same period a year
ago.  Both the first quarter of 2007 and the first quarter of 2006
benefited from incremental realized value from hedging.  The
period over period increase for the quarter was principally due to
higher realized gross margin in the Mid-Atlantic segment.

Net cash provided by operating activities during the first quarter
of 2007 was $251 million.

As of March 31, 2007, the company had $11.1 billion in total
assets, $6.6 billion in total liabilities, of which $2 million is
subject to compromise, and $4.5 billion in total stockholders'
equity.  Its continuing operations during the first quarter of
2007 had cash and cash equivalents of $1.1 billion, total
available liquidity of $1.8 billion and total outstanding debt of
$3.1 billion.

Full-text copies of the companies first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1ee8

"We are pleased with our 21% increase in adjusted EBITDA.  The
hedges we had in place during the quarter offset the negative
effect of mild weather in the first half of the quarter, while
colder weather in the second half of the quarter allowed us to
capture additional value from the market," said Edward R. Muller,
chairman and chief executive officer.

                        About Mirant Corp.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces  
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtors in their
successful restructuring.  When the Debtors filed for protection
from their creditors, they listed $20,574,000,000 in assets and
$11,401,000,000 in debts.  The Debtors emerged from bankruptcy on
Jan. 3, 2006.  Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant
Lovett LLC, Mirant New York Inc., and Hudson Valley Gas
Corporation, were not included and have yet to submit their plans
of reorganization.


MORRIS PUBLISHING: Weak Performance Cues S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Morris
Publishing Group LLC, including the 'BB' corporate credit rating,
on CreditWatch with negative implications.  This Augusta, Georgia-
headquartered newspaper publisher had about $530 million of debt
outstanding at March 2007.
      
"The CreditWatch listing reflects Morris' weak operating
performance for the three months ended March 31, 2007, and the
prospects for a continued soft revenue climate at a time when the
company's financial profile is already weak for the 'BB' rating,"
explained Standard & Poor's credit analyst Peggy Hebard.  The
rating is based on the consolidated credit quality of Morris
Publishing's parent, Morris Communications Co. LLC, and its
restricted subsidiaries.  Morris Publishing accounts for the
majority of Morris Communications' revenues and cash flow.
     
During the first quarter, Morris Publishing's revenues and EBITDA
fell 5% and 31%, respectively, year over year.  While results were
affected by the absence of an extra Sunday that was included in
the prior-year quarter, the declines were due to advertising
weakness in the company's Jacksonville, Florida and Savannah,
Georgia markets, continued circulation decreases, and higher labor
and employee benefits expense.  Morris Publishing's debt to EBITDA
ratio was 5.4x for the 12 months ended March 2007.  This measure
is adjusted for operating leases and debt-like unfunded retiree
health care benefit obligations.  Morris Communications does not
publicly disclose its financial statements.  However, its debt-to-
EBITDA ratio is in the high-5x area due to additional debt and
operating leases at the parent company and other restricted
subsidiaries.
     
Standard & Poor's will review its rating on Morris following an
evaluation of the company's future operating and financial
strategies.


NATIXIS REAL: Moody's Rates 2007-HE2 Class B-4 Certs. at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Natixis Real Estate Capital Trust 2007-HE2,
and ratings ranging from Aa1 to Ba1 to the mezzanine and
subordinate certificates issued in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans originated by Master Financial, Inc,
(51.40%), First NLC Financial Services, LLC (29.39%), and various
other originators.  The ratings are based primarily on the credit
quality of the loans and the protection provided by subordination,
overcollateralization, excess spread, and interest rate swap
agreements.  Moody's expects collateral losses to range from 5.35%
to 5.85%.

Saxon Mortgage Services, Inc. will service the loans.  Wells Fargo
Bank, N.A. will act as master servicer.  Moody's has assigned
Saxon a servicer quality rating of SQ2+ as a primary servicer of
subprime loans.  Furthermore, Moody's has assigned Wells Fargo
Bank, N.A. its top servicer quality rating of SQ1 as master
servicer.

The complete rating actions:

Natixis Real Estate Capital Trust 2007-HE2

Mortgage Pass-Through Certificates, Series 2007-HE2

    * Cl. A-1, Assigned Aaa
    * Cl. A-2, Assigned Aaa
    * Cl. A-3, Assigned Aaa
    * Cl. A-4, Assigned Aaa
    * Cl. M-1, Assigned Aa1
    * Cl. M-2, Assigned Aa2
    * Cl. M-3, Assigned Aa3
    * Cl. M-4, Assigned A1
    * Cl. M-5, Assigned A2
    * Cl. M-6, Assigned A3
    * Cl. B-1, Assigned Baa1
    * Cl. B-2, Assigned Baa2
    * Cl. B-3, Assigned Baa3
    * Cl. B-4, Assigned Ba1


NEW CENTURY: Selects AP Services LLC as Crisis Managers
-------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ AP Services LLC as their crisis managers, nunc
pro tunc to April 2, 2007.

Monika L. McCarthy, senior vice president and assistant general
counsel of the Debtors, relates that the Debtors need
sophisticated executives who will guide them to a successful
resolution of their complex Chapter 11 cases, in addition to the
completion of impending sales that they believe will bring
substantial value to their Chapter 11 estates and creditors.

The Debtors have explored obtaining critical management services
before the Petition Date after learning of the events that
resulted in the filing of their Chapter 11 cases.  The Debtors
decided to hire a crisis management firm to guide them through
bankruptcy, complete the sale of the regulated businesses, and
wind-down of operations and administration of the estate,
Ms. McCarthy says.

According to Ms. McCarthy, APS was selected because of its vast
experience in providing these services to financially troubled
organizations.  APS has recently provided interim management
services in a number of large and mid-size bankruptcy cases
including in Refco, Inc., Parmalat USA Corp., and Kmart Corp.

The Debtors and APS entered into an agreement on March 29, 2007,
wherein APS will designate Michael G. Tinsley as the temporary
vice president, controller of New Century Financial Corporation.  
Mr. Tinsley will assist the Debtors in their financial and
accounting operations.

APS will:

    -- provide leadership to the financial function through the
       role of vice president controller, including assisting the
       company in strengthening the core competencies in the
       finance organization;

    -- assist with financing issues prior to and during the
       bankruptcy filing and in conjunction with the sale of
       assets, wind-down of operations and administration of the
       estate;

    -- assist in negotiations with stakeholders and their
       representatives;

    -- assist in due diligence with potential acquirers of
       company assets;

    -- assist in developing and implementing cash management
       strategies, tactics and processes; and

    -- assist management with the organizational and operational
       structure of the company and work with the company
       regarding potential changes and efficiencies.

Ms. McCarthy informs the Court that Mr. Tinsley will be
accompanied by a staff of other temporary employees provided
through APS at various levels, all of whom have a wide range of
skills and abilities related to this type of assignment.

The temporary employees will be subject to the agreements in the
engagement letter, and will serve at the direction of the
executive management of the Debtors' Board of Directors.  Should
additional employees be added to the engagement, only upon
express approval of an independent Board of Directors, the fees
charged for the other APS professionals will be based on the
firm's hourly rates.  These are:

              Managing Directors           $600 - $750
              Directors                    $110 - $575
              Vice Presidents              $325 - $450
              Associates                   $260 - $315
              Analysts                     $210 - $230
              Paraprofessionals            $100 - $175

The Debtors will reimburse APS for all reasonable out-of-pocket
expenses incurred in connection with the engagement.  The Debtors
have also agreed to compensate APS for its efforts by the payment
of a contingent success fee.

It is unclear precisely how to define important elements of the
Contingent Success Fee criteria at this time, Ms. McCarthy notes.  
The engagement letter provides for APS and the Debtors to develop
a definition of success and agreed-upon Contingent Success Fee
criteria by six weeks following the beginning of the engagement,
she adds.  The Contingent Success Fee is subject to Court
approval after notice to all interested parties and based on a
reasonableness standard.

The Debtors and APS acknowledge that APS will not be entitled to
receive a Contingent Success Fee in the event:

    -- the Debtors' cases are converted to Chapter 7 or where a
       trustee is appointed or if the cases are dismissed for
       cause; unless, however, a trustee appointed after the
       conversion ratifies or continues the engagement letter, or
       unless the Contingent Success Fee has been determined and
       earned before the date of the conversion or dismissal; and

    -- APS is terminated for actions constituting gross
       negligence, willful misconduct, bad faith, self-dealing or
       breach of fiduciary duty, if any.

Ms. McCarthy states that the Debtors agree to indemnify only the
temporary employees serving as officers of the Debtors on the
same terms as provided to the Debtors' non-APS affiliates
officers and directors.  The temporary employees will be
indemnified under applicable bylaws and state law, along with
insurance coverage under the Debtors' "D&O policy."

Ms. McCarthy discloses that the Debtors paid APS a retainer of
$1,000,000 under the terms of the engagement letter.

Holly F. Etlin, managing director of AlixPartners, LLP, and
associated with APS, tells the Court that:

    -- AlixPartners and APS are not employed by, and have not
       been employed by, any entity other than the Debtors in
       matters related to their cases;

    -- from time to time, AlixPartners or APS have provided
       services, and likely will continue to provide services, to
       certain creditors and various other parties adverse to the
       Debtors in manners wholly unrelated to the cases;

    -- AlixPartners' personnel may have other business
       associations with certain creditors of the Debtors
       unrelated to the Debtors' cases;

    -- it is possible that certain of AlixPartners' approximately
       600 employees hold interests in mutual finds or other
       investment vehicles that my own the Debtors' securities;

    -- three unsecured creditors of the Debtors are current and
       former confidential AlixPartners clients in matters
       unrelated to the Debtors; and

    -- AlixPartners or APS represent certain parties-in-interest
       in the Debtors' cases.

Ms. Etlin states that APS knows of no fact or situation that
would represent a conflict of interest for APS with regard to the
Debtors.  APS holds no adverse interest as to the matters for
which it has been employed by the Debtors.

                        About New Century

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

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


NEW CENTURY: Picks Heller Ehrman as Audit Panel's Special Counsel
-----------------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates ask
for approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Heller Ehrman LLP as special counsel to a
special investigation subcommittee of the independent audit
committee of New Century's Board of Directors, nunc pro tunc to
April 2, 2007.

Heller Ehrman is a full-service, international law firm of more
than 700 attorneys.  It provides legal services in virtually
every practice area, including corporate, business restructuring
and insolvency, trial and appellate litigation, intellectual
property, banking, tax, labor and employment, and international
trade.  Monika L. McCarthy, senior vice president and assistant
general counsel of the Debtors, says that Heller Ehrman has
extensive experience in securities law, regulatory and financial
matters and, in particular, special investigations.

During the two weeks leading to the Petition Date, the Debtors,
aided by their professional advisors, including investment bank
Lazard Freres & Co. LLC, sought sources of additional financing,
infusions of debt or equity capital, or a sale of their
businesses to a strategic or financial investor.

Ms. McCarthy relates that during that same period, the
composition of the Audit Committee was expanded with the addition
of two other independent directors.  An engagement letter dated
March 14, 2007, was executed to confirm the engagement of Heller
Ehrman.  The Audit Subcommittee was formed to continue the
investigation on issues including those giving rise to New
Century Financial's need to restate its interim financial
statements, and sales of stock by NCF to NCF insiders other than
Michael Sachs.

Prior to work performed in connection with the Investigation,
Heller Ehrman had been retained to represent the Audit Committee
under the terms of an engagement letter dated September 29, 1998.

Sometime subsequent to the engagement, Heller Ehrman began
representing the Governance and Nominating Committee of the Board
of Directors of NCF consisting of independent directors, and from
time to time handled other corporate governance matters on behalf
of the independent directors.  Ms. McCarthy notes that at no time
did Heller Ehrman purport to represent NCF, although it was the
source of its fees.

Heller Ehrman has become familiar with the factual and legal
issues relevant to the Investigation, Ms. McCarthy says.  The
Debtors believe that the firm is well qualified and uniquely able
to continue to represent the Audit Subcommittee in connection
with the Investigation, and that the firm will provide the most
effective and efficient representation available to the Audit
Subcommittee.

The Debtors believe that the employment of Heller Ehrman will
enhance and will not duplicate the efforts of O'Melveny & Myers
LLP, and Richards, Layton & Finger, P.A., the Debtors bankruptcy
general counsel, Skadden, Arps, Slate, Meagher & Flom, the
Debtors' special regulatory counsel, and the other professionals
retained by the Debtors to perform specific tasks unrelated to
work to be performed by Heller Ehrman.

Heller Ehrman is expected to, among others:

    -- review documents, interview relevant personnel, and report
       to the Audit Subcommittee regarding the Investigation;

    -- communicate with the Securities and Exchange Commission
       and the U.S. Attorney's Office concerning the progress of
       the Investigation; and

    -- perform the full range of services normally associated
       with these matters.

In the 90 days leading up to the Petition Date, NCF paid Heller
Ehrman $438,719 in fees, and $1,084 in expenses.  In addition,
NCF paid the firm $110,000 on March 30, 2007, in partial
satisfaction of fees and expenses incurred, but not yet invoiced
to NCF, during the period March 23 through March 30.

During the period from March 23 through the Petition Date, Heller
Ehrman's services totaled $256,699 and related expenses totaled
$18,044.  The firm's recorded and outstanding fees and costs for
the period exceeded the $110,000 payment by a total of $167,743.  
The firm has a prepetition claim of $167,743.  The firm intends
to file a proof of claim in the Debtors' Chapter 11 cases.

The Debtors will pay Heller Ehrman based on its standard hourly
fees:

              Attorneys                    $315 - $865
              Paraprofessionals             $60 - $320

Neal Brockmeyer, an attorney at Heller Ehrman, says that neither
the firm nor its shareholders or associates hold or represent any
interest adverse to the Audit Subcommittee or the Debtors or
their estates with respect to the matters on which Heller Ehrman
is to be retained and employed.

There is no connection between Heller Ehrman and the United
States Trustee or any person employed in the U.S. Trustee's
Office; any counsel, accountant, financial consultants or
investment bankers who represent or may represent claimants or
other interested parties in the Debtors' cases; interested
parties; and the Debtors, Mr. Brockmeyer tells the Court.

Mr. Brockmeyer discloses that the firm has represented, currently
represents, and may in the future represent, in matters wholly
unrelated to the Debtors' cases, certain interested parties.  
Heller Ehrman will not represent any of the entities or any
parties-in-interest in any facet of the Debtors' cases.

                        About New Century

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

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


NORTEL NETWORKS: Selects Alvio Barrios as Pres. for CALA Region
---------------------------------------------------------------
Nortel Networks Corporation's president and chief executive
officer Mike Zafirovski disclosed that Alvio Barrios would be
appointed president for Caribbean and Latin America, effective
June 1, 2007.

Reporting directly to the CEO, Mr. Barrios will be based out of
Nortel's Sunrise, Florida office and will be responsible for
sales, operations and marketing for the CALA region.

"Nortel is committed to fielding a world-class leadership team,"
said Zafirovski.  "Alvio will bring 13 years of Nortel experience
and a consistent track record of performance to this role.  He is
the right person to drive the company's success in this important
region as it continues to compete and win.  The company's
unwavering focus on the CALA region is a key component of Nortel's
growth strategy."

A proven leader, Mr. Barrios has been with Nortel for over a
decade, most recently serving as regional sales vice- president
responsible for some of Nortel's largest customers and strategic
accounts in the CALA region.  He has a solid sales and management
track record and an in depth knowledge of the region.

Mr. Barrios will replace Martha Bejar, who has decided to leave
Nortel to accept an opportunity at another company.

"I want to thank Martha for her outstanding contributions to
Nortel over her 18-year career here," Mr. Zafirovski added.
"Martha is an extremely talented and effective leader and I wish
her all the best in her new role."

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.


NOVASTAR MORTGAGE: Fitch Takes Various Rating Actions on 13 Issues
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Novastar Mortgage
Funding Trust Issues:

Series 2003-1

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

Series 2003-2

    -- Class A affirmed at 'AAA';
    -- Class M-1 upgraded to 'AA+' from 'AA';
    -- Class M-2 upgraded to 'A+' from 'A';
    -- Class M-3 upgraded to 'A' from 'A-';
    -- Class B-1 upgraded to 'A-' from 'BBB+';

Series 2003-3

    -- Class A affirmed at 'AAA';
    -- Class M-1 upgraded to 'AA+' from 'AA';
    -- Class M-2 upgraded to 'A+' from 'A';
    -- Class M-3 upgraded to 'A' from 'A-';
    -- Class B-1 upgraded to 'A-' from 'BBB+';
    -- Class B-2 affirmed at 'BBB';

Series 2004-3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class B-1 affirmed at 'A-';
    -- Class B-2 affirmed at 'BBB+';
    -- Class B-3 affirmed at 'BBB-';
    -- Class B-4 affirmed at 'BBB-';

Series 2004-4

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A+';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'A-';
    -- Class B-3 affirmed at 'BBB';
    -- Class B-4 affirmed at 'BBB-';

Series 2005-1

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 affirmed at 'A+';
    -- Class M5 affirmed at 'A+';
    -- Class M6 affirmed at 'A';
    -- Class B1 affirmed at 'A-';
    -- Class B2 affirmed at 'BBB+';
    -- Class B3 affirmed at 'BBB';
    -- Class B4 affirmed at 'BBB-';

Series 2005-2

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA+';
    -- Class M3 affirmed at 'AA+';
    -- Class M4 affirmed at 'AA';
    -- Class M5 affirmed at 'AA-';
    -- Class M6 affirmed at 'AA-';
    -- Class M7 affirmed at 'A+';
    -- Class M8 affirmed at 'A';
    -- Class M9 affirmed at 'A-';
    -- Class M10 affirmed at 'BBB+';
    -- Class M11 affirmed at 'BBB-';

Series 2005-3
    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA+';
    -- Class M3 affirmed at 'AA';
    -- Class M4 affirmed at 'AA';
    -- Class M5 affirmed at 'AA-';
    -- Class M6 affirmed at 'AA-';
    -- Class M7 affirmed at 'A+';
    -- Class M8 affirmed at 'A';
    -- Class M9 affirmed at 'A';
    -- Class M10 affirmed at 'BBB+';

Series 2005-4

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA+';
    -- Class M3 affirmed at 'AA';
    -- Class M4 affirmed at 'AA-';
    -- Class M5 affirmed at 'A+';
    -- Class M6 affirmed at 'A';
    -- Class M7 affirmed at 'A';
    -- Class M8 affirmed at 'A-';
    -- Class M9 affirmed at 'BBB+';
    -- Class M10 affirmed at 'BBB';

Series 2006-1

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA';
    -- Class M4 affirmed at 'A+';
    -- Class M5 affirmed at 'A+';
    -- Class M6 affirmed at 'A';
    -- Class M7 affirmed at 'A-';
    -- Class M8 affirmed at 'BBB+';
    -- Class M9 affirmed at 'BBB';

Series 2006-2

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 affirmed at 'AA-';
    -- Class M5 affirmed at 'A+';
    -- Class M6 affirmed at 'A+';
    -- Class M7 affirmed at 'A';
    -- Class M8 affirmed at 'BBB+';
    -- Class M9 affirmed at 'BBB-';
    -- Class M10 affirmed at 'BB+';

Series 2006-3

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA-';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 affirmed at 'A+';
    -- Class M5 affirmed at 'A-';
    -- Class M6 affirmed at 'A-';
    -- Class M7 affirmed at 'BBB+';
    -- Class M8 affirmed at 'BBB';
    -- Class M9 affirmed at 'BBB-';

Series 2006-4

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 affirmed at 'A+';
    -- Class M5 affirmed at 'A';
    -- Class M6 affirmed at 'A-';
    -- Class M7 affirmed at 'BBB+';
    -- Class M8 affirmed at 'BBB+';
    -- Class M9 affirmed at 'BBB';
    -- Class M10 affirmed at 'BBB-';

The mortgage pools consist of fixed- and adjustable- rate
mortgages extended to subprime borrowers and are secured by first
and second liens, primarily on one to four-family residential
properties.

As of the April 2007 distribution date, the transactions are
seasoned from 8 (2006-4) to 50 (2003-1) months, and the pool
factors (current mortgage loan principal outstanding as a
percentage of the initial pool) range from approximately 12%
(2003-1) to 87% (2006-4).  The mortgage loans were all originated
by NovaStar Mortgage Inc., which also serves as the servicer
(rated 'RPS2-'; Rating Watch Negative by Fitch).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$8.43 billion of outstanding certificates.

The upgrades reflect an improvement in the relationship between CE
and future loss expectations and affect approximately $239.77
million of outstanding certificates.  All of the transactions
affected by the upgrade actions have delinquency levels that were
approximately half of the industry average, and have experienced
losses to date that were significantly lower than industry
averages for transactions of similar vintage.

Fitch will continue to closely monitor these transactions.


OCCULOGIX INC: Posts Net Loss of $4.3 Mil. in Qtr Ended March 31
----------------------------------------------------------------
OccuLogix Inc. reported a net loss of $4.3 million for the first
quarter ended March 31, 2007, compared with a net loss of
$5.7 million for the same period ended March 31, 2006.  Net
revenues were $129,625 compared to nil in the first quarter of
2006.

Development of RHEO(TM) System, the company's product for Dry AMD
(Age-related Macular Degeneration), the most common form of the
disease is still in the pivotal clinical stage.  If successful,
this will support the company's application to the U.S. Food and
Drug Administration for approval to market the RHEO(TM) System in
the United States.

Net cash used in operating activities during the quarter ended
March 31, 2007, was $4,689,570, compared with net cash used in
operating activities of $4,872,848 during the prior period
quarter.  

As of March 31, 2007, the company had cash and cash equivalents
and short term investments of $20.1 million.

At March 31, 2007, the company's balance sheet showed
$93.9 million in total assets, $23.6 million in total liabilities,
$629,996 in minority interest, and $69.6 million 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?1eea

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 22, 2007,
Ernst & Young LLP, in Toronto, Canada, expressed substantial doubt
about OccuLogix Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses.

                       About OccuLogix Inc.

OccuLogix Inc. (NasdaqGM: OCCX) -- http://www.occulogix.com/ --   
is an ophthalmic therapeutic company in the business of
commercializing innovative treatments for age-related eye
diseases, including age-related macular degeneration, or AMD, and
glaucoma.  


REAL ESTATE ASSOCIATES: Posts $209,000 Net Loss in First Quarter
----------------------------------------------------------------
Real Estate Associates Limited VII reported a net loss of $209,000
on interest income of $25,000 for the first quarter ended
March 31, 2007, compared with a net loss of $216,000 on interest
income of $24,000 for the same period last year.

The partnership accounts for its investment in the Local Limited
Partnerships using the equity method.  Distributions from the
Local Limited Partnerships are accounted for as a reduction of the
investment balance until the investment balance is reduced to
zero.  Subsequent distributions received are recognized as income
in the accompanying consolidated statements of operations.  There
was no recognition of equity in losses from the Local Limited
Partnerships for the three months ended March 31, 2007 and 2006,
as the partnership's investment in all Local Limited Partnerships
had been reduced to zero prior to Jan. 1, 2006.

The partnership's revenues consist primarily of interest income
earned on temporary investment of funds not required for
investment in Local Limited Partnerships.  

Real Estate Associates Limited VII's balance sheet at March 31,
2007, showed $1,980,000 in total assets and $21,058,000 in total
liabilities, resulting in a $19,078,000 total partners' deficit.

The partnership's balance sheet at March 31, 2007, also showed
strained liquidity with $1,980,000 in total current assets
available to pay $21,058,000 in total current liabilities.

Full-text copies of the partnership's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1ef0

                              Default

The partnership is in default on notes payable of approximately
$6,840,000 and related accrued interest payable that matured
between December 1999 and December 2004.  Total outstanding
accrued interest at March 31, 2007, is approximately $14,188,000.  
These obligations and the related interest are collateralized by
the partnership's investment in the Local Limited Partnerships and
are payable only out of cash distributions from the Local Limited
Partnerships, as defined in the notes.  The partnership has not
repaid the notes payable and is in default under the terms of the
notes.  

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 3, 2007, Ernst
& Young LLP expressed substantial doubt about Real Estate
Associates Limited VII's ability to continue as a going concern
after auditing the partnership's financial statements as of
Dec. 31, 2006.  The auditing firm pointed to the partnership's
recurring operating losses.  In addition, notes payable and
related accrued interest totaling about $20,870,000 are in default
due to non-payment.

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership formed
under the laws of the State of California on May 24, 1983.  The
general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  At March 31, 2007, the
Partnership had investments in twelve Local Limited Partnerships,
and a general partner interest in Real Estate Associates Limited
IV, which, in turn, holds limited partner interests in eleven
additional Local Limited Partnerships.


RIVIERA HOLDINGS: Moody's Rates $245 Million Senior Loans at B2
---------------------------------------------------------------
Moody's Investors Service affirmed Riviera's B2 corporate family
rating and assigned ratings to several bank facilities, subject to
final documentation, that will be used to refinance Riviera's
$215 million, 11% senior secured notes.  The rating outlook is
negative.

The proposed refinancing of the company's high coupon bonds with
lower cost bank debt will have a positive impact on its credit
profile.  Specifically, cash interest expense is expected to drop
by more than 30% enabling the company to generate positive net
income, increase cash available for reinvestment in its Las Vegas
property that has suffered from below average spending in recent
years, and improve EBIT to interest to over 1.5x from about 1.0x.  
However, the ratings remain exposed to elevated event risk related
to a possible sale of the company.  Additionally, the company has
stated it will continue to pursue a sale, and so the probability
Riviera's credit profile could deteriorate remains high enough to
warrant a negative outlook.

Riviera's ratings reflect above average leverage relative to its
small scale and limited property diversification.  However, these
risks are mitigated by improving operating margins, the location
of the company's largest property in the favorable regulatory
jurisdiction of Nevada, and its location on the Las Vegas Strip.
Both of Riviera's casino properties are located in fundamentally
good gaming markets (Las Vegas and Black Hawk, Colorado) and
generate relatively stable operating cash flow.  Going forward,
Moody's has concerns that the Las Vegas property may be challenged
to improve its operating cash flow due to the closure of several
surrounding properties that could lower foot traffic and gaming
revenues.  However, Riviera may be able to offset potentially
lower gaming revenue from higher room revenue due to reduced
supply of more affordable rooms.

The term loan and revolving credit facility will be secured by all
assets of the company and guaranteed by all operating
subsidiaries.  The credit agreement is expected to contain one
financial covenant, debt/EBITDA.  The ratings on the company's 11%
senior secured notes will be withdrawn when refinanced with the
bank term loan.

Ratings assigned:

Riviera Holdings Corporation

    * $20 million 5-year senior secured, guaranteed revolving
      credit facility at B2, LGD4, 52%.

    * $225 million 7-year senior secured, guaranteed term loan at
      B2, LGD4, 52%.

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and the Riviera Black Hawk
Casino in Black Hawk, Colorado.  About 61% of property-level
EBITDA is generated from the company's Las Vegas property.  The
company generated net revenues of approximately $201 million in
2006.


RIVIERA HOLDING: S&P Rates Planned $245 Mil. Credit Facility at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Riviera Holding Corp.'s planned $245 million senior
secured credit facility.  The loan is rated 'B+', with a recovery
rating of '1', indicating a high expectation for full recovery of
principal in the event of a payment default.  Proceeds from the
proposed bank facility will primarily be used to refinance
existing debt.
     
Concurrently, Standard & Poor's affirmed all other ratings for
Riviera, including its 'B' corporate credit rating.  The outlook
is developing.  Total pro forma debt outstanding is $226 million.
      
"The 'B' corporate credit rating on Riviera reflects the company's
high debt leverage and its small portfolio of two casinos, the
larger one an older property located north of the main portion of
the Las Vegas Strip," said Standard & Poor's credit analyst Guido
DeAscanis.  Riviera owns and operates the Riviera Hotel and Casino
in Las Vegas and the Riviera Casino in Black Hawk, Colorado.
     
Riviera's consolidated EBITDA for the quarter ended March 31,
2007, was up 9% over the same prior-year period.   The company's
EBITDA margin for the 12 months ended March 31, 2007, was 21%, in
line with similarly rated commercial gaming operators.  For the
same period, debt to EBITDA and EBITDA coverage of interest
expense, pro forma for the proposed transaction, were 5.5x and
2.5x, respectively.  Both measures are in line with the ratings.


SALEM PLASTICS: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Salem Plastics, Inc.
        700 Military Drive
        Mountain Home, AR 72653
        Tel: (870) 425-4547

Bankruptcy Case No.: 07-71421

Type of Business: The Debtor manufactures injection molded plastic
                  products.

Chapter 11 Petition Date: May 10, 2007

Court: Western District of Arkansas (Harrison)

Debtor's Counsel: Stephen L. Gershner, Esq.
                  Davidson Law Firm, Ltd.
                  P.O. Box 1300
                  Little Rock, AR 72203-1300
                  Tel: (501) 374-9977
                  Fax: (501) 374-5917

Total Assets: $1,500,000

Total Debts:  $3,976,747

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
A.R. Development Finance         value of            $1,431,282  
Authority                        security:
                                 $250,000

A.R. Department of Economic      value of            $1,577,278  
Development                      security:
P.O. Box 255                     $250,000
Little Rock, AR 72203

Bergan, L.L.C.                                         $148,730

Genoa Polymers Co.                                      $64,859

Channel Prime Alliance                                  $44,283

M.C. White                                              $20,000

First U.S.A. Bank, N.A.                                 $19,628

Calvin Smith                                            $14,323

CitiCapital                                             $11,094

Penn Big Bed Slate Co.                                   $9,277

Averitt Express, Inc.                                    $7,766

Taylor Packaging Corp.                                   $4,986

All Line, Inc.                                           $4,477

D&A Private Label                                        $3,921

Entec Polymers, L.L.C.                                   $3,575

Capitol One, F.S.B.                                      $3,380

Superior Technical Ceramics                              $3,181
Corp.


SAMSONITE CORP: Jan. 31 Balance Sheet Upside-Down by $222 Million
-----------------------------------------------------------------
Samsonite Corporation reported results for the fourth quarter and
fiscal year ended Jan. 31, 2007.

At Jan. 31, 2007, the company's balance sheet showed total assets
of $651,125,000 and total liabilities of $873,399,000, resulting
in a $222,274,000 stockholders' deficit.  At Jan. 31, 2006,
deficit was $51,213,000.

The company had an $18.5 million net loss for the fourth quarter
compared to net income in the fourth quarter of the prior year of
$6.5 million.  The net loss for the current year fourth quarter
includes $22.5 million of tender premiums and other expenses
related to the retirement of debt.  Net loss to common
stockholders, after preferred stock dividends of $126.5 million,
was $145.0 million for the fourth quarter, compared to net income,
after preferred stock dividends of $4.0 million, of $2.5 million,
in the prior year fourth quarter.

Revenues and operating income for the fourth quarter were
$286 million and $21.1 million, compared to revenues of
$249.3 million and operating income of $25.9 million in the prior
year quarter.

Revenues and operating income for the fiscal year ended Jan. 31,
2007, were $1 billion and $79.8 million, respectively, compared to
revenues of $966.9 million and operating income of $73 mil. in the
prior year.  Operating income reflects deductions for
restructuring charges and expenses of $5.5 million and
$11.2 million and asset impairment charges of $1.6 million and
$5.5 million during fiscal years 2007 and 2006, respectively.  In
fiscal year 2007, these charges relate to the planned closure of
the company's Denver, Colorado facilities and related
consolidation of its corporate functions in its Mansfield,
Massachusetts office; the planned relocation of distribution
functions from the company's Denver, Colorado facilities to the
southeast region of the U.S.; and the closure of a softside
manufacturing plant in Slovakia.

In fiscal year 2007, the company had a net loss before the
cumulative effect of an accounting change of $8.2 million compared
to net income of $13.3 million for fiscal 2006.  The consolidated
net loss for fiscal 2007 includes $22.5 million of tender premiums
and other expenses related to the retirement of debt.  In fiscal
2007, the company had a consolidated net loss to common
stockholders, after preferred stock dividends of $138.4 million
and the cumulative effect of an accounting change of $1.4 million,
of $145.2 million.  In fiscal 2006, the company had consolidated
net loss to common stockholders, after preferred stock dividends
of $14.8 million, of $1.5 million.  In connection with the special
cash distribution of $175 million during the fourth quarter of
fiscal 2007, 514,832,157 common shares were issued upon the
conversion of over 99% of the outstanding convertible preferred
stock resulting in a total of 742,006,783 shares of common stock
outstanding at year-end.

"I am very pleased with the financial performance for the fourth
quarter and for fiscal year 2007," Chief Executive Officer,
Marcello Bottoli said.  "Fourth quarter revenues rose an
impressive 10.9% on a constant currency basis compared to the
prior year, while quarterly gross profit margins improved 250
basis points year-on-year, to 51.9%.  This robust performance has
allowed us to increase investment in our brands and to achieve a
10.4% increase in Adjusted EBITDA versus the prior fourth quarter
to $38.1 million.  These accomplishments are a direct reflection
of the caliber and commitment of our people. Our strategy is
working and we are confident the Company is positioned upon a
clear growth trajectory."

                          About Samsonite

Samsonite Corporation (OTC Bulletin Board: SAMC.OB) --
http://www.samsonite.com/-- manufactures, markets and distributes  
luggage and travel-related products.  The company's owned and
licensed brands, including Samsonite, American Tourister, Trunk &
Co, Sammies, Hedgren, Lacoste and Timberland, are sold globally
through external retailers and 284 company-owned stores.  
Executive offices are located in London.  The company has global
locations in Aruba, Australia, Costa Rica, Indonesia, India,
Japan, and the UnitedStates among others.  Executive offices are
located in London, England.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2006,
Standard & Poor's Ratings Services assigned a BB- rating on
Samsonite Corporation's senior secured facility.

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Moody's affirmed its B1 corporate family rating for Samsonite
Corp.


SAVVIS INC: Completes $345MM Offering of Convertible Senior Notes
-----------------------------------------------------------------
SAVVIS Inc. has completed its registered offering of $345 million
aggregate principal amount of unsecured 3% Convertible Senior
Notes due May 15, 2012, which includes the full exercise by the
underwriters of a $45 million over-allotment option.

The company received approximately $336 million from the sale of
the notes after deducting the underwriting discount and estimated
offering expenses, and expects to use those proceeds for general
corporate purposes, which may include refinancing of existing
debt, capital expenditures, and acquisitions.

Under certain circumstances, the notes will be convertible at an
initial conversion rate of 14.2086 shares of SAVVIS common stock
per $1,000 principal amount of notes, subject to adjustment.  This
conversion rate is equivalent to an initial conversion price of
approximately $70.38 per share.  This represents an approximately
42.5% premium to the last reported sale price of SAVVIS' common
stock on the NASDAQ Global Market on May 3, 2007.  Upon
conversion, holders will receive, at SAVVIS' election, cash,
shares of common stock or a combination of cash and shares of
common stock.

The notes were issued pursuant to an effective registration
statement filed with the U.S. Securities and Exchange Commission.
Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. acted
as joint book-running lead managers for the offering.

                         About SAVVIS Inc.

SAVVIS Inc. (NASDAQ:SVVS) -- http://www.savvis.net/-- provides IT   
infrastructure services for enterprise applications.  The company
has IT services platform in North America, Europe, and Asia.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 30, 2007,
SAVVIS, Inc.'s balance sheet as of March 31, 2007, reflected total
assets of $640.2 million and total liabilities of $653.7 million,
resulting in a total stockholders' deficit of $13.5 million.

Additionally, SAVVIS Inc.'s balance sheet at Dec. 31, 2006, showed
total assets of $467,019,000 and total liabilities of $605,354,000
resulting in a total stockholders' deficit of $138,335,000.


SEA CONTAINERS: Can Implement Non-Insider Retention Plan
--------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates obtained authority
from the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for
the District of Delaware to implement a non-insider retention
plan.

Judge Carey approved the Retention Bonus Plan except with respect
to certain disputed employees, authorizes the Debtors to
take all actions necessary to implement the Retention Plan, and
permits the Debtors to file the Retention Plan Exhibit under seal.

The Debtors are authorized, but not required, to make all
payments contemplated under the Retention Plan.  All payments due
under the Retention Plan will be entitled to administrative
expense priority pursuant to Section 503(b)(1).

                         Prior Objections

After careful consideration and detailed planning, the Debtors
and their compensation consultants, Towers Perrin, structured a
narrowly focused retention plan that identifies certain non-
insider, critical employees.  The retention plan will in part
reward the Eligible Employees for their past performance and in
part provide them with an incentive to remain in the Debtors'
employ.

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
complains that the Retention Plan Motion does not identify the
specific Eligible Employees, nor does it disclose the amount of
the retention payments each is scheduled to receive.

"The Debtors have instead moved to seal an exhibit containing
that information," the U.S. Trustee said.

The U.S. Trustee did not object to retention payments to 10 of
the 12 individuals designated as Eligible Employees, according to
Mark S. Kenney, Esq., at the office of the U.S. Trustee, in
Wilmington, Delaware.

With respect to an 11th employee, the job title in the proposed
sealed exhibit suggests possible insider status and thus, further
information must be supplied to ensure that the employee in
question is not an insider, Mr. Kenny asserted.

Moreover, the U.S. Trustee opposes the Motion with respect to the
12th employee, whom the Debtors acknowledge to be a director of
certain non-Debtor subsidiaries.  "The non-Debtor subsidiaries
are affiliates of one or more of the Debtors and, therefore,
insiders.  The individual, in turn, is an insider of the
affiliates because he is a director thereof," Mr. Kenney
contended.

The Director Employee, as an insider of the Debtors, is barred by
Section 503(c)(1) of the Bankruptcy Code from receiving any
retention payment except in strict in strict accordance with the
conditions stated in Section 503(c)(1)(A) through (C).

The Court will convene a hearing on May 18, 2007, with respect to
the Disputed Employees.

                       About Sea Containers

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

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

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

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

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on June 12, 2007.


SEARS HOLDINGS: Initiates Brand Positioning to Deflect Competition
------------------------------------------------------------------
Sears, Roebuck and Co., a wholly owned subsidiary of Sears
Holdings Corporation, officially unveiled its Kenmore appliances'
Simplify brand positioning at this year's Kitchen and Bath
Industry Show in Las Vegas, Nevada.

According to Reuters, heavy competition and sales decline prompted
the appliance branding effort.  For the 2007 first quarter, the
company reported that its same-store sales dropped 2.4%.

Along with nearly 25 new appliances created to deliver on an aim
to strike the ideal balance between innovation and simplicity,
this year's Kenmore appliances feature user-friendly operating
systems and easy-to-understand product language, as well as common
sense features designed to help consumers make tasks, and thus
life, easier.

"When the to-do list grows exponentially, daily household chores
can seem like insurmountable tasks," Tina Settecase, vice
president and general manager of home appliances, Sears, said.  
"Appliances themselves should be part of the solution, not the
problem.  Kenmore is launching a new positioning, Simplify, to
reiterate its commitment to innovations that put consumers in
control of home life -- so American homeowners have more time to
pursue what they really enjoy, like spending more time with loved
ones."

Based in Hoffman Estates, Illinois, Sears Holdings Corp. (NASDAQ:
SHLD) -- http://www.searsholdings.com/-- has about 3,400 full-
line and specialty retail stores in the U.S., Canada and Puerto
Rico.  Sears Holdings is a home appliance retailer as well as a
retailer of tools, lawn and garden, home electronics,
and automotive repair and maintenance.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including well-known labels as Lands' End, Jaclyn Smith,
and Joe Boxer, as well as the Apostrophe and Covington brands.  
Sears Holdings Corp., the parent company of Kmart Corp. and Sears
Roebuck & Co., was formed in connection with the March 24, 2005
merger of these two companies.

                          *     *     *

Sears Holdings Corp. carries Standard & Poor's Ratings Service's
'BB+' Long-Term Foreign and Local Issuer Credit Ratings.  The
company carries Moody's Ba1 Issuer, Long-Term Corporate Family,
and Probability of Default Ratings.  It also carries Fitch's 'BB'
Issuer Default Rating, 'BB' Senior notes rating, and 'BBB-'
Secured bank facility rating.


SHAW COMMS: Earns CDN$79.8 Mil. in Second Qtr. Ended February 28
----------------------------------------------------------------
Shaw Communications Inc. reported net income of CDN$79.8 million
for the second quarter ended Feb. 28, 2007, as compared with
CDN$45.8 million for the same quarter last year.  Net income for
the first six months of the year was CDN$160.9 million, as
compared with CDN$121.5 million.

Consolidated service revenue of CDN$685.7 million and
CDN$1.36 billion for the three- and six-month periods ended
Feb. 28, 2007, improved 12.2% and 13%, respectively, over the
comparable periods last year.  

Total service operating income before amortization of
CDN$303 million and CDN$602.8 million increased by 13.1% and 15.2%
respectively, over the same periods. Funds flow from operations
increased to CDN$252.4 million for the quarter and
CDN$496.3 million for the year-to-date compared to CDN$208.3
million and CDN$405.5 million in the same periods last year.

Free cash flow for the quarter was CDN$100.4 million bringing the
year to date amount to CDN$176.5 million.  This compares to
CDN$82 million and CDN$114.1 million for the same periods last
year, an improvement of CDN$18.4 million and CDN$62.4 million,
respectively.

On March 2, 2007, the company closed a CDN$400 million offering of
5.7% senior notes due March 2, 2017.  The net proceeds were used
for debt repayment, working capital and general corporate
purposes.

As of Feb. 28, 2007, the company listed total assets of
CDN$7.7 billion and total long-term debt of $3 billion.

Jim Shaw, chief executive officer, remarked "We are pleased with
the performance across our divisions and saw strong growth in
revenue and service operating income before amortization.  This
quarter we continued to drive performance through customer growth
and as a result delivered solid business metrics to our
shareholders."

"The success of Digital Phone has been achieved, until this
quarter, with one offer in the market.  With the introduction of
Shaw Digital Phone Lite we now offer broader home phone services,
which appeal to a larger customer base.  This new offering is
tailored for light long distance users and gives our customers the
opportunity to customize their home phone service to meet their
needs," said Mr. Shaw.

Mr. Shaw stated, "As a result of our performance for the first
half of the year and our outlook for the remaining two quarters,
we anticipate service operating income before amortization will
exceed CDN$1.2 billion.  Consistent with previous guidance, fiscal
2007 free cash flow is expected to be in excess of CDN$310 million
as we may accelerate certain capital spending in order to ensure
that we continue to meet customer demand and maintain the high
standards for delivery of services on our network."

Mr. Shaw continued, "Our Board of Directors increased the
equivalent annual dividend rate to CDN$1.12 on Shaw's Class B Non-
Voting Participating shares and CDN$1.115 on Shaw's Class A
Participating shares.  This represents an increase of 12% or
CDN$0.12 per share.  Shaw's dividends are declared and paid on a
monthly basis and this increase will commence June 30, 2007."

Mr. Shaw summarized, "We continue to see ongoing demand and
prospects for growth across all our products.  We believe we are
well positioned to capture this growth by offering value to our
customers across our triple play of entertainment and
communications services.  Our focus on strengthening and enhancing
current products, developing innovative new offerings and
investing in our network to ensure it is fully capable of
delivering these offerings is generating significant operating
momentum and improved financial performance.  We will continue
with this focus through the remainder of the year."

                    About Shaw Communications

Shaw Communications Inc. (TSX: SJR.B) (NYSE: SJR) --
http://www.shaw.ca/-- is a cable and satellite operator  
headquartered in Calgary, Alberta, Canada.  It provides broadband
cable television, High-Speed Internet, Digital Phone,
telecommunications services through Shaw Business Solutions and
satellite direct-to-home services through Star Choice to
customers.  Shaw is traded on the Toronto and New York stock
exchanges and is included in the S&P/TSX 60 Index.

                          *     *     *

As reported in the Troubled Company Reporter on March 2, 2007,  
Moody's Investors Service assigned the existing Ba1 senior
unsecured rating of Shaw Communications Inc. to the company's
CDNCDN$400 million notes offering, proceeds of which are to be
used for debt repayment and general corporate purposes.


SILVER STAR: Discloses Debt Restructuring Developments
------------------------------------------------------
Silver Star Energy Inc. disclosed several corporate developments
meant to favorably restructure its debt and allow it to continue
as a going concern in the oil and gas sector.

Silver Star has been in default with its lenders pursuant to the
convertible note and warrant purchase agreement of Oct. 14, 2005.
Three lenders, representing $950,000 of the $3,430,000 that was
raised under the financing, filed a claim for monies owed in the
U.S. Bankruptcy Court for the Central District of California.

The company and its legal counsel have since reached a negotiated
settlement that all of the Lenders have now accepted.  The
settlement will result in the sale of the company's 40% interest
in the North Franklin Gas Field to an arm's-length third party;
the repayment of $2.4 million pro-rata to the Lenders and the
purchase of a revenue interest in MB Gas Inc., a private oil and
gas exploration company.

The company has sold its interest in the Franklin gas field for a
total of $3,100,000 and will repay in cash $2,400,000 of the
approximately $3,429,885 that is presently owing to the Lenders.
In order to settle the balance, the company will amend the related
lending documents to allow for conversion of the debt into common
shares at a conversion price of $0.04 share.  The company will
also re-price all of the lenders' 12,500,000 outstanding warrants
to allow exercise at a price of $0.04.  No registration statement
will be required or filed.

The company commissioned an independent reservoir engineering
report on the fair market value of the Proved Developed Producing
reserves at North Franklin from the four producing gas wells.
Having cumulatively to-date produced a total of 1,944,328 Mcf gas
(1.94 Bcf), the remaining reserves to the 100% working interest
were calculated at 2,694,781 Mcf (2.69 Bcf) of gas.  The four
wells in the reservoir are declining in pressure and additional
costs are expected for pipeline compression.  The Report valued
100% of the interest in the North Franklin field at $9,226,619 (or
$3,706,647 to Silver Star's 40% working interest) on a PV 10 for
the Proved Developed Producing reserves.  The value of the
company's 32% net revenue interest is $2,952,518 and therefore the
purchase price of $3,100,000 represents a premium to current
value.

                    MB Gas Settlement Agreement

Silver Star and MB Gas Inc. have concluded an agreement whereby
Silver Star will acquire an interest in the revenues generated by
MB Gas from its oil and gas operations.  The company has agreed to
advance loans of $500,000 (minimum) to $1 million (maximum) to MB
Gas in return for the assignment of revenue from MB Gas' oil and
gas operations.  The Loan advances will be repaid from MB Gas'
revenues, at 12.5% to Silver Star until payout; thereafter 5% to
10%, pro-rated above 5% for amounts loaned in excess of $500,000.

MB Gas owns a majority interest in a gas processing facility and
pipeline located in the Province of Alberta that is linked to a
transporting pipeline that runs south to Encana's Hub near the
U.S.-Canada border.  MB Gas is presently connecting three Sawtooth
formation natural gas wells to the pipeline and this work is
scheduled to be completed within the next six months.  Flow tests
on the wells indicate that they should produce a minimum of 1,300
Mcf per day when they are connected, on which MB Gas will earn up
to a 67.5% net revenue interest before payout and 45% after
payout.

MB Gas also controls certain prospective lands in the area
targeting mostly middle and deeper gas-bearing formations.  These
are in relatively close proximity to the pipeline system, and MB
Gas expects that the gas from any new commercial grade discoveries
made by MB Gas on those lands, together with gas from a number of
previously plugged gas wells in the area, once tied-in, will be
carried in MB Gas' pipeline.

                         About Silver Star

Based in Los Angeles, California, Silver Star Energy, Inc. (OTCBB:
SVSE) -- http://www.silverstarenergy.com/ -- explores and  
develops of oil and natural gas reserves throughout western North
America.  The company management is focused on an acquisition
program targeting high quality, low risk prospects provided via
key strategic alliance partnerships.

                        Going Concern Doubt

Robison, Hill & Co., at Salt Lake City, Utah, raised substantial
doubt about Silver Star's ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2006.  The auditor pointed to the company's
recurring losses from operations and a retained deficit of
approximately $6 million at Dec. 31, 2006.


SPECTRUM BRANDS: Posts $237 Million Loss in Second Quarter 2007
---------------------------------------------------------------
Spectrum Brands Inc. reported net sales of $439.7 million and a
net loss of $237.5 million for the second quarter ended April 1,
2007.  Spectrum Brands' second quarter net sales and net income
were $414.7 million and $500,000 in the comparable period last
year.

The company during the second quarter 2007 recorded pretax
restructuring and related charges of $16.5 million associated with
the rationalization of the company's Latin American and European
businesses, the ongoing integration of the Global Pet Supplies
business, and company-wide cost reduction initiatives announced in
January; a non-cash pretax impairment charge of $214 million
related to goodwill carried on the company's books; $36.2 million
of charges associated with a pre-payment premium incurred in
connection with the refinancing of the company's senior credit
facility and the write-off of deferred financing fees;
professional fees of $3.9 million incurred in connection with the
Home & Garden business sales process; and a loss from discontinued
operations, net of tax, of $6.4 million related to the Home &
Garden business, which is being held for sale.

Gross profit for the quarter was $164.6 million, versus
$158.9 million for the same period last year.  The company
generated a second quarter operating loss of $209.9 million versus
income of $18.1 million in the same quarter of fiscal 2006.

As of April 1, 2007, the company listed $118.2 million in cash,
$256.2 million in trade receivables, and $348.8 million in net
inventory.  It had total debt of $2.7 billion as of April 1, 2007.

"This quarter marked the completion of a number of critical
accomplishments," said David Jones, chairman and chief executive
officer at Spectrum Brands.  "First, I am pleased with the solid
revenue growth generated this quarter from all of our major
product lines, particularly the significant improvement in global
battery sales.  In addition, we successfully refinanced the
company's senior debt facility to provide additional liquidity and
flexibility, and made significant progress in our ongoing cost
reduction program, the benefits of which will be seen in the
financial results for the second half of fiscal 2007 and beyond.  
We continue to focus on strengthening our capital structure
through future strategic asset sales."

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products  
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.    
Spectrum Brands' products are sold by the world's top 25 retailers
and are available in more than one million stores in 120 countries
around the world.  The company has manufacturing and distribution
facilities in China, Australia and New Zealand, and sales offices
in Melbourne, Shanghai, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Fitch Ratings affirmed its ratings on Spectrum Brands, Inc.,
including, Issuer default rating 'CCC'; $1.6 billion 6-year Credit
Agreement 'B/RR1'; $700 million 7 3/8% Senior Subordinated Note
due 2015 'CCC-/RR5'; and $350 million 11.25% Variable Rate Toggle
Interest pay-in-kind Senior Subordinated Note due 2013 'CCC-/RR5'.  
The Credit Agreement and Variable Rate Toggle Interest Note have
relatively the same terms and conditions and are rated the same as
the facilities being replaced.  The Outlook remains Negative.


STRONGBOW EXPLORATION: Gets Final Court OK for Plan of Arrangement
------------------------------------------------------------------
Strongbow Exploration Inc. has received TSX Venture Exchange
acceptance of, and the final order of the British Columbia Supreme
Court approving the Plan of Arrangement to re-organize its
exploration assets and divide them between Strongbow and North
Arrow Minerals Inc.

Under the terms of the Plan of Arrangement, Strongbow transfers to
North Arrow $800,000 and its interests in certain of its northern
exploration properties in exchange for 15,000,000 shares of North
Arrow and Strongbow distributes approximately 10.3 million shares
of North Arrow to Strongbow shareholders of record on the
effective date.  Each Strongbow shareholder will, upon closing of
the Arrangement, receive one share of North Arrow for every five
shares of Strongbow held.

Strongbow will retain the balance of approximately 4.7 million
North Arrow shares.  Strongbow will retain its 100% interest in
the Snowbird Nickel project and Nickel King property, its various
interests in a number of gold properties in the Spences Bridge
gold belt of British Columbia, including the Skoonka Creek
property and its interest in the Canada Uranium Joint Venture with
Bayswater Uranium Corporation.

After completion of the Arrangement, North Arrow will hold a
diversified portfolio of gold, base metal and diamond exploration
properties in Nunavut and the Northwest Territories, including the
Anialik and Regan Lake properties, and an option to earn, from
Strongbow, a 60% interest in the Silvertip Project in Nunavut.

Strongbow has established after market close on May 9, 2007 as the
effective time and date for closing the Arrangement and made
special arrangements with the Exchange for handling settlement of
trades of its shares up to the effective time.  All shares of
Strongbow traded over the facilities of the exchange on or after
May 4, 2007 up to the close of trading on May 9, 2007 will settle
on May 9, 2007.

All shareholders of Strongbow as of May 9, 2007, including
shareholders who acquired Strongbow shares in trades settling on
May 9, 2007, shall participate in the Arrangement and receive
North Arrow shares under the Arrangement.  On May 10, 2007,
Strongbow shares will trade without an accompanying entitlement to
North Arrow shares and North Arrow shares shall commence trading
under the symbol "NAR".

                   About Strongbow Exploration

Based in Vancouver, British Columbia, Strongbow Exploraton Inc.
(TSX VENTURE:SBW) -- http://www.strongbowexploration.com/--  
searches for economic mineral deposits in Canada.  An exploration
drilling program is currently underway at the company's 100% owned
Nickel King property, NWT and aggressive programs, including
drilling, are planned for its Spences Bridge gold belt properties
in southern British Columbia.


TARGETED GENETICS: Posts $3.8 Million Net Loss in Qtr Ended Mar 31
------------------------------------------------------------------
Targeted Genetics Corporation reported a net loss of $3.8 million
for the first quarter ended March 31, 2007, compared with a net
loss of $3.7 million for the first quarter of 2006.  Revenue for
the first quarter of 2007 was $1.7 million, compared to
$2.4 million for the same quarter in the prior year.  

The decrease in revenue reflects lower research and development
activities under a collaboration with the International AIDS
Vaccine Initiativeand Celladon Corporation, partially offset by an
increase in research and development activities under the National
Institute of Allergy and Infectious Diseases funded HIV/AIDS
vaccine project in collaboration with the Children's Hospital of
Philadelphiaand the Columbus Children's Research Institute.

"We continue to make good progress in our lead clinical program
for the treatment of inflammatory arthritis and are working
towards multiple milestones in 2007," said H. Stewart Parker,
president and chief executive officer of Targeted Genetics.  "In
the first quarter, we completed a private equity financing netting
$8.1 million.  When combined with the funding anticipated from
product development collaborations and contracts, we believe our
operations are sufficiently funded into the fourth quarter of this
year.  We are currently evaluating additional sources of financing
to extend our runway further and will keep investors informed of
our progress."

Operating expenses decreased to $5.4 million for the first quarter
of 2007, down from $6.2 million the first quarter of 2006.

Cash and cash equivalents were $11.3 million at March 31, 2007, as
compared to $6.2 million at Dec. 31, 2006.  Total cash
requirements for 2007 remain unchanged compared to 2006 cash
requirements and are estimated in the range of $13 to $16 million.

At March 31, 2007, Targeted Genetics Corp.'s balance sheet showed
$21.6 million in total assets, $11.8 million in total liabilities,
and $9.8 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?1ef4

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 5, 2007,
Ernst & Young LLP expressed substantial doubt about Targeted
Genetics Corporation's ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and negative cash flows from
operations.

                     About Targeted Genetics

Targeted Genetics Corporation (NasdaqCM: TGEN) in Seattle --
http://www.targen.com/-- is a biotechnology company committed to  
the development of innovative targeted molecular therapies for the
prevention and treatment of acquired and inherited diseases with
significant unmet medical need.  


THERMADYNE HOLDINGS: Moody's Revises Outlook to Stable from Neg.
----------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 corporate family
rating of Thermadyne Holdings Corporation and the Caa2 rating of
the $175 million senior subordinated notes due in 2014.  The
outlook was changed to stable from negative.  The rating action
reflects the company's success in restoring adequate financial
controls, as well as the current trend of operating improvement
since the second quarter of 2006.

Moody's notes that the company managed to file its 10-K for the
year ended 2006 and its 10-Q for the first quarter of 2007 on time
and resolved the material weaknesses of internal control
previously identified.  Moody's deems that the experienced
financial team hired in the second half of 2006 will continue to
consolidate the company's reporting system going forward.  In
addition, the rating agency observed the progress made by
Thermadyne with regards to delivery performance and gross margin
enhancement since the third quarter of 2006, which was primarily
driven by continued pricing discipline, and cost-cutting.

However, Moody's cautions that the margin enhancement has not yet
translated into stronger cash flow from operations due to
significant working capital requirements.  The rating agency also
notes that Thermadyne continues to face an environment of high raw
material costs, particularly with copper, and could operate in
softer market conditions in the US during the rest of 2007.  
Moody's highlights that considerations for a rating upgrade will
be contingent upon Thermadyne's ability to convert its improved
margins and working capital efficiencies into stronger cash flows.

With regards to liquidity, Moody's notes that Thermadyne will
receive approximately $14 million in cash proceeds from the
disposal of its South African operations in May 2007 and expects
the company to improve its cash flow form operations in the next
three quarters, increasing availability under its $70 million
revolver.

Rating affirmed:

    - Caa1 Corporate Family Rating

    - Caa1 Probability of Default Rating

    - Caa2 $175 million senior subordinated notes
      (LGD 5- revised to 72%)

Thermadyne is a global designer and manufacturer of cutting and
welding equipment, including fuel gas and plasma torches, welding
guns and consumable parts.  Its products are used by
manufacturing, construction and foundry operations to cut, join
and reinforce steel, aluminum and other metals.  In 2006, revenues
totaled approximately $451 million.


THINKPATH INC: Amends Agreement and Merger Plan with the Kennedys
-----------------------------------------------------------------
Thinkpath Inc. have entered into an agreement with John Kennedy
and Cecelia Kennedy to amend an agreement and plan of merger they
entered into on June 29, 2006.

Under the Agreement, John Kennedy and Cecelia Kennedy returned to
the company for cancellation, an aggregate of 4,065,820 shares of
the Company's common stock, 595 shares of the Company's Preferred
Stock and promissory notes in the aggregate amount of $475,788,
all of which were issued in connection with the June 29, 2006
agreement.

The Agreement also provided that it cancelled any payments
previously due and payable to John Kennedy and Cecelia Kennedy,
including all penalties and obligations imposed upon the company
in relation to the Original Notes.

In exchange for the cancellation, Thinkpath said that it has
issued the John Kennedy and Cecelia Kennedy a new note for
$800,000 payable in 60 equal monthly installments commencing
Jan. 15, 2008.

The company said that the new note bears interest at 6% per annum
and is guaranteed by Thinkpath and is secured by all of its
assets.  The Agreement was consummated on May 3, 2007 upon
cancellation of the shares.

A full-text copy the Agreement is available for free at:

               http://ResearchArchives.com/t/s?1ee0

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Schwartz Levitsky Feldman LLP, Chartered Accountants, in Toronto,
Ontario, Canada, raised substantial doubt about Thinkpath Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the Company's
recurring losses from operations and negative working capital.

                          About Thinkpath

Thinkpath Inc. -- http://www.thinkpath.com/-- is a global     
provider of technological solutions and services in engineering
knowledge management, including design, drafting, technical
publishing, and consulting.  Thinkpath enables corporations to
reinvent themselves structurally; drive strategies of innovation,
speed to market, globalization and focus in new and bold ways.


TOUSA INC: Incurs $66 Million Net Loss in Quarter Ended March 31
----------------------------------------------------------------
TOUSA Inc. reported a $66 million net loss for the three months
ended March 31, 2007, compared to a net income of $55 million for
the three months ended March 31, 2006.

Homebuilding revenues for the first quarter of 2007 were
$588.2 million, a decrease from the $614.3 million of homebuilding
revenues in the first quarter of 2006, due primarily to a decrease
in revenue from land sales.

The company's results for the first quarter of 2007 include a
$78.9 million estimated pre-tax loss contingency relating to the
potential restructuring of the Transeastern JV pursuant to a
proposed settlement, which is described later in this press
release.  Also adversely impacting net income is $42 million of
pre-tax charges resulting from the write-down of assets including,
inventory impairments and write-off of deposits and abandonment
costs.  Of this amount, $8 million of inventory impairments are
related to active communities, and $34 million are related to land
impairments, deposit write-offs and abandonment costs.

The company's total assets were valued at $2.8 billion and its
total liabilities at $2.1 billion, resulting in a total
stockholders' equity of $708.6 million at March 31, 2007.

At March 31, 2007, the company held unrestricted and restricted
cash of $23 million and $3.8 million, respectively.  Its retained
earnings went down to $225.7 million at March 31, 2007, from
$293.1 million at Dec. 31, 2006.

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

"These are challenging times for homebuilders, and our associates
deserve recognition for their professionalism and tireless
efforts," said Antonio B. Mon, president and chief executive
officer of TOUSA.  "TOUSA continues to navigate these difficult
market conditions with an emphasis on strengthening the balance
sheet and enhancing our liquidity.  As a result, we have already
reduced our consolidated controlled homesite position by
approximately 16% and reduced our unsold inventory of homes by 21%
from Dec. 31, 2006."

"Currently it is difficult to gauge the timing of a potential
housing recovery, as conditions continue to vary greatly.  
Affordability is improving largely because of lower net pricing
driven by extensive use of sales incentives and changes in our
product mix.  We are concerned that housing inventories appear to
be on the rise again in most of our markets, and sales in March
and April were disappointing.  This leads us to believe that we
have not reached the point of stabilization as we had previously
anticipated and that the difficult conditions could persist for
the foreseeable future."

                     About Technical Olympic

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.
(NYSE: TOA) -- http://www.tousa.com/- builds and sells single-
family homes largely for the move-up homebuyer.  It also operates
captive mortgage origination and title insurance service
companies.  It is 67%-owned by Technical Olympic S.A.

At Dec. 31, 2006, the company controlled about 64,700 consolidated
home sites.  Of this amount, the company owned about 22,200 home
sites and had option contracts on about 42,500 home sites.

                          *     *     *

As reported in the Troubled Company Reporter on April 11, 2007,
Standard & Poor's Ratings Services placed its ratings on Technical
Olympic USA Inc. on CreditWatch with negative implications.

The CreditWatch listings reflect S&P's expectation that corporate
debt and liquidity pressures will significantly increase upon the
anticipated settlement of a dispute with creditors of the
company's EH/Transeastern LLC joint venture.


U.S. CORRUGATED: Moody's Rates Proposed $125 Million Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
U.S. Corrugated Inc. and a B3 rating to its proposed $125 million
of senior secured notes due 2013.  In addition, Moody's assigned a
stable outlook.  This is the first time Moody's has rated the debt
of USC.

On April 27, 2007, the company purchased eight converted products
production facilities from Longview Fibre Company for
approximately $42.2 million.  The purchase price is reflective of
the acquired assets' low capacity utilization, modest historical
earnings, and the fact that certain real estate was not included
in the purchase.  Proceeds from the senior secured notes will be
used to repay existing term credit facilities, pay down a portion
of the outstanding balance under its revolving credit facility,
repay certain indebtedness incurred in connection with the
Longview acquisition, and pay related fees and expenses.  The
acquisition will create a larger, full service corrugated
packaging enterprise with additional national reach, although
requiring significant cost savings, increased sales push, and
potential plant rationalization in order to increase capacity
utilization.  The ratings assume that the bond transaction will
close in the amounts and along the terms as presented.  
Furthermore, the lack of multi-year historical audited financial
information has been considered during the rating process.

Given the fragmented containerboard industry, lack of product
differentiation, a weak domestic consumption growth outlook,
offshore competition, and elevated inputs costs, Moody's believes
margin compression will continue to weigh heavily on the operating
performance of companies competing in the containerboard and
corrugated packaging industry.  Moody's characterizes USC as a
company with modest scale and diversification as operations are
solely located in the United States and produce only one product
line.  The ratings reflect USC's lack of operating history as a
combined entity, integration and execution risks, financial
sponsor ownership, exposure to high raw material costs, and
customer concentration risk. Moody's believes that these factors
along with recent industry trends may slow the improvement in
operating margins through cost reductions and management's ability
to achieve its operating objectives and reduce debt.  At the same
time, USC's ratings are supported by moderate leverage, relatively
stable margins, positive free cash flow, vertical integration,
cost saving opportunities, and adequate liquidity.  The
combination of these strengths and weaknesses warrant a B3
corporate family rating at this time.

Assignments:

Issuer: U.S. Corrugated Inc.

    * Corporate Family Rating, Assigned B3
    * Sr. Sec. Notes, Assigned B3 and a range of 57-LGD4
    * Probability of Default Rating, Assigned B3

The stable outlook reflects Moody's view that key rating factors
are not likely to change over the near term.  However, if the
pricing environment strengthens, cost reductions are achieved, the
company successfully executes its current financial and operating
strategy, and management delivers more adequate financial
information, USC could generate the EBITDA required to improve
performance and achieve an upgrade.  Specifically, if the company
improves its credit metrics on a sustainable basis over the next
12 to 18 months by lowering consolidated leverage on a gross debt
to adjusted EBITDA basis to 3.5x, generating significant free cash
flow, and maintaining good liquidity, the ratings would likely
improve.  Factors that could negatively impact the ratings include
a sustained deterioration in operating performance or liquidity,
due in part to an unexpected deterioration in pricing, lack of
cost savings, higher raw material or energy costs, or additional
debt-financed acquisitions.

U.S. Corrugated, headquartered in Atlanta, Georgia, is a
vertically integrated corrugated packaging producer that
manufacturers recycled linerboard, corrugated medium, corrugated
sheets, boxes, and point-of sale displays and primarily serves the
United States packaging market east of the Rocky Mountains.


VICAR OPERATING: S&P Rates Proposed $160 Mil. Term Loan C at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to veterinary services provider Vicar Operating Inc.'s
proposed $160 million term loan C.  The loan is rated 'BB-' with a
recovery rating of '3', indicating the expectation for meaningful
(50%-80%) recovery of principal in the event of a payment default.
     
All other ratings, including the 'BB-' corporate credit rating on
VCA Antech, were affirmed.  The rating outlook is positive.
      
"The term loan is being used to finance the acquisition of Healthy
Pet Corp. for approximately $153 million (subject to adjustment
for working-capital items), transaction and integration costs, and
cash on the balance sheet," said Standard & Poor's credit analyst
Alain Pelanne.  Pro forma for the transaction, the company will be
leveraged around 3.5x on a lease-adjusted basis, after S&P's
analytical adjustments.  The 'BB-' corporate credit rating
continues to reflect VCA Antech's narrow operating focus in a
highly competitive industry, risks inherent in its acquisitive
strategy, and the questionable sustainability of its price
increases.  These risks are partially outweighed by the company's
track record at selecting and integrating acquired facilities, its
expanding footprint and revenue diversity, its established
laboratory platform, and its demonstrated willingness to use a
portion of operating cash flow for delevering.


WAMU MORTGAGE: Moody's Puts Low-B Ratings on Two 2007-OA4 Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by WaMu Mortgage Pass-Through Certificates,
Series 2007-OA4, and ratings ranging from Aa1 to B2 to the
subordinate certificates in the deal.

The securitization is backed by adjustable-rate, negative
amortization Alt-A mortgage loans originated by Washington Mutual
Bank.  The ratings are based primarily on the credit quality of
the loans, and on the protection from subordination.  Moody's
expects collateral losses to range from 0.80% to 1.00%.

Washington Mutual Bank will service the loans and Washington
Mutual Mortgage Securities Corp. will act as its administrative
agent with respect to the servicing of the loans.

The complete rating actions are:

WaMu Mortgage Pass-Through Certificates Series 2007-OA4 Trust

WaMu Mortgage Pass-Through Certificates, Series 2007-OA4

         * Cl. 1A, Assigned Aaa
         * Cl. 1A-1B, Assigned Aaa
         * Cl. 2A, Assigned Aaa
         * Cl. CA-1B, Assigned Aaa
         * Cl. CA-1C, Assigned Aaa
         * Cl. 1X-PPP, Assigned Aaa
         * Cl. 2X-PPP, Assigned Aaa
         * Cl. R, Assigned Aaa
         * Cl. B-1, Assigned Aa1
         * Cl. B-2, Assigned Aa1
         * Cl. B-3, Assigned Aa1
         * Cl. B-4, Assigned Aa2
         * Cl. B-5, Assigned A2
         * Cl. B-6, Assigned Baa1
         * Cl. B-7, Assigned Baa3
         * Cl. B-8, Assigned Ba2
         * Cl. B-9, Assigned B2


WCI COMMUNITIES: Posts $15.8 Million Net Loss in First Qtr. 2007
----------------------------------------------------------------
WCI Communities Inc. reported that for the three months ended
March 31, 2007, it had a net loss of $15.8 million, as compared
with net income of $40.2 million in the first quarter of 2006.  
Revenues for the first quarter of 2007 were $340.6 million, as
compared with $570.7 million for the first quarter of 2006.  The
aggregate number of net unit orders for the quarter declined 41%
to 237 while the aggregate net value of Traditional and Tower
Homebuilding orders for the quarter fell 53.4% over the same
period a year ago to $156.1 million.

                       Financial Position

For the three months ended March 31, 2007, net cash generated from
operating activities totaled $102.4 million compared with cash
used of $144.1 million in the same period a year ago.  Cash flow
benefited from the 254 tower unit closings and significantly lower
land purchases and land development expenditures, which together
totaled $38.8 million versus $85.9 million in the year ago period.  
The company continues to expect a significant net inflow of cash
in 2007 from the expected closing of an additional six towers
during the year, which is expected to be the primary driver behind
the company's expected reduction of its net debt from about
$1.9 billion at March 31, 2007 to about $1 billion by the end of
the year.

On April 5, 2007, the company amended its senior unsecured
revolving credit facility due June 2010 and its senior unsecured
term loan facility due December 2010, with an effective date of
March 31, 2007.

Total liquidity totaled about $462.8 million at March 31, 2007.  
In addition, letters of credit of $40.3 million were outstanding
as of March 31, 2007.  The company can borrow up to $850 million
under its senior unsecured revolving credit facility with a
further reduction to $800 million on Oct. 1, 2007.

At March 31, 2007, the company posted $3.6 billion in total
assets, $2.6 billion in total liabilities, and $36.2 million in
minority interest, resulting in a $974 million total stockholders'
equity.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1ef1

"Lower margins in our Traditional and Tower Divisions as well as
fewer home closings during the quarter resulted in a net loss for
the first quarter", said Jerry Starkey, president and chief
executive officer of WCI Communities.  "While cancellations of
traditional home orders receded during the quarter to historical
levels of around 20%, tower defaults in some buildings have been
higher than our prior estimates.  Because of this, we have
increased our tower default reserve to cover an approximate 15%
default rate for towers closing in 2007, even though our actual
experience associated with 14 towers completed in 2006, including
units closing in early 2007, resulted in a 6.1% default rate for
sold units in those buildings.  Due to the number of units in
buildings now closing and market conditions, it is taking a longer
period of time to close many of the tower units than it has
historically, but based upon the contract holders' actions,
statements and other factors, the revised default reserve
represents our best estimate of the ultimate outcome at this
time."

Mr. Starkey continued, "Our peak selling season in Florida this
year was a disappointment, even though we did experience a
sequential increase in new orders in the first quarter of 2007
compared to the fourth quarter of 2006, and saw significant
improvement in our Traditional Homebuilding cancellation rates.  
Our Mid-Atlantic Division fared better than our other operations,
experiencing substantially better net order comparisons and a
cancellation percentage rate of around 10%."

"We continue to emphasize maximizing cash flow and reducing
overhead and product costs.  In the first quarter, we achieved a
reduction in average home cost of about $6,300, thereby reaching a
cumulative reduction of approximately $22,000 per home since the
beginning of 2006.  This is good progress towards our goal of
saving $42,000 per home by the end of 2007.  These average savings
per house benefit our cost structure on homes to be built during
2007 and thereafter but do not benefit completed homes that are
unsold or in backlog. We also continue to expect to realize
approximately $1 billion of cash flow from operations, generated
primarily from the collection of tower receivables.  Proceeds from
land and recreational amenity sales are expected to contribute to
cash flow and make up any variance from our previous estimates of
tower receivable collections and cash flow.  While we did not have
any land or recreational amenity sales in the first quarter, we
closed the cash sale of a $47.5 million recreational facility in
April of this year."

                      About WCI Communities

Florida-based WCI Communities Inc. (NYSE: WCI) --
http://www.wcicommunities.com/-- is a home builder catering to  
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers both traditional and tower home choices and features a wide
array of recreational amenities in its communities.  In addition
to homebuilding, WCI generates revenues from its Prudential
Florida WCI Realty Division and its recreational amenities, as
well as through land sales and joint ventures.  The company
currently owns and controls developable land on which the company
plans to build about 20,000 traditional and tower homes.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Standard & Poor's Ratings Services placed its ratings on WCI
Communities Inc.'s Corporate credit at B+, and Senior subordinated
at B-, on CreditWatch with negative implications after the
announcement that affiliates of Carl Icahn plan to make a hostile
tender offer for WCI's shares.


WORNICK CO: Liquidity Concerns Cues S&P's Downgrade to CCC
----------------------------------------------------------
Standard & Poor's Ratings Services lowered certain ratings on
Wornick Co. and its parent, TWC Holdings LLC, including lowering
the corporate credit ratings on both entities to 'CCC-' from
'CCC'.  However, we did not lower the 'CC' rating on TWC Holdings'
senior paid-in-kind notes.  The ratings remain on CreditWatch,
where they were placed with negative implications on April 3,
2007.
      
"The downgrade reflects increased concerns regarding the company's
liquidity, compliance with covenants in its various debt
agreements, and a continued delay in filing financial statements
for 2006," said Standard & Poor's credit analyst Christopher
DeNicolo.  In a recent filing with the SEC, Wornick stated that it
had reached a forbearance agreement with the lender of its
revolving credit facility related to previously undisclosed
violations of covenants in the facility, including a failure to
maintain a certain share of the meals-ready-to-eat market.  The
company also failed to offer to repurchase a portion of its
$125 million senior secured notes and its $26 million senior PIK
notes, as required, with excess cash flows from certain prior
years, which is an event of default under the senior secured notes
unless waived.  The trustee for the senior secured notes notified
the company that it was not in compliance with the financial
reporting covenant and has until May 20, 2007, to cure the
violation.  S&P will monitor the situation closely and may change
the rating or CreditWatch implications as more information becomes
available.
     
Wornick stated in an April 2, 2007, filing with the SEC that it
will be late in filing its 10-K for 2006 and will be taking a
$86.6 million impairment charge against inventory, fixed assets,
and goodwill.  The charge will result in negative shareholders'
equity.  The report also stated that the 10-K will include a
statement from Wornick's auditors expressing substantial doubt
that the company can continue as a going concern due to the
constrained liquidity position.
     
On March 14, 2007, Wornick assigned its $15 million revolving
credit facility to a new lender, amended the facility to waive
covenant violations and extend the maturity, and borrowed an
additional $10 million term loan.  As of May 4, 2007, the revolver
had $8.3 million available for additional borrowings.  However,
cash generation is likely still weak.  The next $6.8 million
interest payment is due in July 2007.
     
Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semi-rigid products.  The firm's two main lines of business
are military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual and group rations for the U.S. military.  MREs
comprise about 65% of military revenues.  In the most recent MRE
contract award, Wornick received the lowest share of the three
approved suppliers.


XEROX CORP: Completed Offer Cues S&P to Lift Rating from BB+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Stamford, Connecticut-based Xerox Corp. to 'BBB-' from
'BB+' and removed them from CreditWatch, where they were placed
with positive implications on April 2, 2007.
      
"The upgrade reflects the company's recent announcement that it
has completed its tender offer for Global Imaging Systems, Inc.,"
said Standard & Poor's credit analyst Martha Toll-Reed.  The
outlook is stable.
     
Xerox is a global company serving the document management markets
with total revenues of $15.9 billion in 2006.  The company's
document management activities encompass developing,
manufacturing, marketing, servicing, and financing a broad range
of document equipment, software, solutions and services, including
black & white and color copiers and multifunction devices,
professional services, document outsourcing and desktop and
production printing.  Global Imaging had total revenues for the 12
months ended Dec. 31, 2006, of $1.1 billion.  The company is a
provider of office technology solutions to middle-market
businesses in the U.S., with a history of consistent and
profitable growth.  The acquisition is expected to enhance Xerox's
access to the small-to-medium business market, including the
potential expansion of Xerox's product installations in Global's
customer base, and is supportive of Xerox's strategic growth
objectives.
     
Xerox intends to operate Global as a wholly owned, stand-alone
subsidiary, which should limit potential operational disruption
and integration risks.  While the funding of the acquisition is
expected to result in an increase in Xerox's leverage for the next
several quarters, S&P expect cash flow generated from operations
to be used primarily to reduce acquisition-related debt, with a
reduced emphasis on share repurchases.  Over the near-to-
intermediate term, Xerox is expected to maintain consistent EBITDA
levels, and a solid, investment-grade financial profile, with
adjusted total debt (including our allowance for up to $1 billion
potential cash value litigation settlement) to nonfinancing EBITDA
of 2.5x or less.


YOUNG BROADCASTING: March 31 Balance Sheet Upside-Down by $176MM
----------------------------------------------------------------
Young Broadcasting Inc. disclosed total assets of $753.3 million,
total liabilities of $929.7 million, and total stockholders'
deficit of $176.4 million as of March 31, 2007.  The company
posted $827.3 million in long-term debt as of March 31, 2007.  
Accumulated deficit stood at $565.1 million as of March 31, 2007.

For the first quarter ended March 31, 2007, the company had net
revenue of $46.8 million, down from $48.4 million for the same
period a year ago.  The 3.2% decline from the same period last
year results from weak automotive advertising, the loss of the
Superbowl on the company's five ABC stations and lower political
spending in a non-election year.  Operating expenses for the first
quarter were 2.2% lower than the first quarter in 2006 as a result
of YBI's ongoing cost reduction programs. Station operating
performance for the first quarter of 2007 was $26,000 higher than
the first quarter of 2006.

Net loss for the quarter ended March 31, 2007, of $25.4 million
was 17% lower than the net loss in the first quarter of 2006.  
Additionally, net loss per share was 21% lower than in the same
period of 2006.

When compared to 2005, the last non-election year, the company's
first quarter revenues grew by 2.9% and its operating expenses
declined by 3.2%.  As a result, SOP in the first quarter of 2007
was 61% higher than in the first quarter of 2005.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1ed5

"The company's continuing success in reducing costs while at the
same time entrepreneurially seizing new revenue ideas has enabled
us to maintain cash flow despite the general weakness in
automotive, our major advertising category," remarked Vincent
Young, chairman and chief executive officer of YBI.  "Our 'Third
Leg' programs have proven successful with our customers and
resulted in growth in the new business area.  At the same time, we
have been reengineering the basic cost structure of our stations,
thereby reducing our exposure to the 'expense creep' experienced
by some other broadcasters."

Mr. Young continued, "Commercial television broadcasting remains
the most powerful delivery system for political messages.  The
record levels of fundraising and number of Presidential candidates
should result in unprecedented levels of political spending in
2007, a non-election year.  Our stations in California, Iowa and
Michigan, with their heavy emphasis on strong local news
programming, are well positioned to record significant election
revenue this year as the early 2008 primaries and caucuses
approach."

                     About Young Broadcasting

New York-based Young Broadcasting Inc. --
http://www.youngbroadcasting.com/-- owns ten television stations  
and the national television representation firm, Adam Young Inc.  
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork.  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.  

The MyNetworkTV affiliation agreements are for a term of five
years commencing with the 2006-2007 broadcast season.  MyNetworkTV
started operations on Sept. 5, 2006.  Each of the company's
stations is owned and operated by a direct or indirect Subsidiary.  
The company is presently the eighth largest ABC network affiliate
group in terms of households reached.


* BOND PRICING: For the week of May 7 - May 11, 2007
----------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
AHI-DLTO7/05                          8.625%  10/01/07    75
Allegiance Tel                       11.750%  02/15/08    51
Allegiance Tel                       12.875%  05/15/08    50
Amer & Forgn Pwr                      5.000%  03/01/30    65
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     8
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
Color Tile Inc                       10.750%  12/15/01     0
Dairy Mart Store                     10.250%  03/15/04     0
Decode Genetics                       3.500%  04/15/11    72
Decode Genetics                       3.500%  04/15/11    72
Delco Remy Intl                       9.375%  04/15/12    43
Delco Remy Intl                      11.000%  05/01/09    41
Delta Mills Inc                       9.625%  09/01/07    17
Deutsche Bank NY                      8.500%  11/15/16    73
Diamond Triumph                       9.250%  04/01/08    65
Diva Systems                         12.625%  03/01/08     0
Dura Operating                        8.625%  04/15/12    36
Dura Operating                        9.000%  05/01/09     6
Empire Gas Corp                       9.000%  12/31/07     1
Encysive Pharmacy                     2.500%  03/15/12    71
Exodus Comm Inc                       4.750%  07/15/08     0
Exodus Comm Inc                      11.250%  07/01/08     0
Exodus Comm Inc                      11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    49
Finova Group                          7.500%  11/15/09    27
Florsheim Group                      12.750%  09/01/02     0
Ford Motor Co                         6.375%  02/01/29    73
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         6.625%  10/01/28    74
Ford Motor Co                         7.400%  11/01/46    75
Global Health Sc                     11.000%  05/01/08     8
Golden Books Pub                     10.750%  12/31/04     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    28
Iridium LLC/CAP                      10.875%  07/15/05    23
Iridium LLC/CAP                      11.250%  07/15/05    23
Iridium LLC/CAP                      13.000%  07/15/05    22
Iridium LLC/CAP                      14.000%  07/15/05    21
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    21
Kaiser Aluminum                      12.750%  02/01/03    10
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                            9.780%  01/05/20    10
Liberty Media                         3.750%  02/15/30    63
Liberty Media                         4.000%  11/15/29    68
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    75
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    57
Northern Pacific RY                   3.000%  01/01/47    57
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    25
Pegasus Satellite                     9.625%  10/15/49     8
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                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.350%  03/28/11     2
Pixelworks Inc                        1.750%  05/15/24    75
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  11/01/08     0
Primus Telecom                        3.750%  09/15/10    63
Primus Telecom                        8.000%  01/15/14    72
PSINET Inc                           11.500%  11/01/08     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     0
Read-Rite Corp                        6.500%  09/01/04     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    62
Scott Cable Comm                     16.000%  07/18/02     0
Tech Olympic                          7.500%  03/15/11    72
Tech Olympic                          7.500%  01/15/15    68
Times Mirror Co                       7.250%  11/15/96    73
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
Westpoint Steven                      7.875%  06/15/49     0
Wheeling-Pitt St                      5.000%  08/01/11    70
Wheeling-Pitt St                      6.000%  08/01/10    70


                             *********

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

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

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

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

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

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

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

                             *********

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

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

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

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

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

                    *** End of Transmission ***