T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 15, 2007, Vol. 11, No. 114 Headlines 1031 TAX GROUP: Files for Chapter 11 Protection in New York 1031 TAX GROUP: Case Summary & 21 Largest Unsecured Creditors 1301-1307 NORTH CLYBORN: Voluntary Chapter 11 Case Summary 178 KNEELAND: Case Summary & Three Largest Unsecured Creditors ABENGOA BIOENERGY: S&P Cuts Rating on $90 Million Facility to B- AEROFLEX INC: Moody's Puts B2 Corporate Family Rating AJ PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ALLIED HOLDINGS: Wants to Restructure $315-Mil. Goldman Sachs Loan AMERIRESOURCE TECH: De Joya Griffith Raises Concern Doubt AQUILA INC: Posts $24.3 Million Net Loss in Quarter Ended March 31 ASBURY AUTOMOTIVE: Net Income Lowers to $433,000 in 1st Qtr 2007 BELL MIRCROPRODUCTS: Revenues Up to $1 Billion in First Qtr. 2007 BILL GILES: Case Summary & 20 Largest Unsecured Creditors BNC MORTGAGE: Moody's Puts Low-B Ratings to Class B Certificates CARDTRONICS INC: March 31 Balance Sheet Upside-Down by $42.2 Mil. CITADEL BROADCASTING: Earns $6.7 Million in Quarter Ended March 31 CITADEL BROADCASTING: S&P Puts Corporate Credit Rating at B COMPUDYE INC: Case Summary & 20 Largest Unsecured Creditors COX ENT: Discovery Channel Deal Cues S&P's Positive Outlook CWABS ASSET-BACKED: Moody's Rates Class B Certificates at Ba1 DAIMLERCHRYSLER: Cerberus Takes Over Majority Interest in Chrysler DUKE FUNDING: Fitch Affirms BB+ Rating on $32 Million Notes EPICOR SOFTWARE: Completes Offering with $230MM Total Notes Issued FAIRFAX FINANCIAL: S&P Rates Proposed $464.2MM Senior Notes at BB GEOKINETICS INC: Prices Public Offering of 4.5 Mil. Common Stock GTP ACQUISITION: Moody's Rates $129.9 Million Notes at Low-B HANCOCK FABRICS: Equity Panel Organizational Meeting Set on May 22 HANOVER COMPRESSOR: Calls For Redemption of $8MM Convertible Notes HEALTH MANAGEMENT: Earns $65 Million in Quarter Ended March 31 INNUITY INC: Posts $1.6 Million Net Loss in Quarter Ended March 31 INTERACT HOLDINGS: Gruber & Company Raises Concern Doubt ION MEDIA: W. Lawrence Patrick to Resign from Board of Directors ISP CHEMCO: Shareholder Cash Distribution Cues S&P to Cut Ratings JAMES RIVER: Increasing Leverage Prompts S&P to Junk Credit Rating JARDEN CORPORATION: Earns $1.4 Million in First Quarter 2007 JER CRE: Moody's Puts Low-B Ratings to Class F & G Obligations JOAN FABRICS: Proposes Bidding Procedures for Sale of Assets KNOLL INC: First Quarter 2007 Net Income Increases to $14.8 Mil. LEGENDS GAMING: Weak Performance Prompts S&P's Stable Outlook MAGNA ENTERTAINMENT: Unit Completes Credit Refinancing MASTR ASSET: Moody's Puts Low-B Ratings on Two Cert. Classes MORGAN STANLEY: Moody's Lifts Ratings on Class H Certificates MUELLER WATER: Plans Offering of $350 Million of Senior Notes MUELLER WATER: Earns $17.9 Million in Quarter Ended March 31 MUELLER WATER: S&P Rates Proposed $1.1 Billion Facilities at BB NEOMEDIA TECH: Posts $11.5 Million Net Loss in Qtr Ended March 31 NEW CENTURY: Wants to Hire Manatt Phelps as Securitization Counsel NEW CENTURY: Taps Sheppard Mulling as Special Litigation Counsel NEW CENTURY: Gets Court Okay to Hire Lazard as Financial Advisor PEOPLE'S CHOICE: RFC Selling 1,029 Res'l. Mortgage Loans on May 22 PETROL OIL: Weaver & Martin Raises Going Concern Doubt POLYPORE INC: Earns $6.2 Million in Quarter Ended March 31 POLYPORE INC: S&P Rates Proposed $470MM Credit Facilities at B+ PRO-BUILD: S&P Places All Ratings Under Negative CreditWatch REDDY ICE: Incurs $10.2 Million Net Loss in First Quarter 2007 RELIANCE INSURANCE: Supplemental Claims Resolution Procedures OK'd REMINGTON ARMS: S&P Removes Watch and Lifts Credit Rating to B- RFSC SERIES 2004-RP1: Moody's Cuts Two Tranches to Low-B RITE AID: Fitch Rates Proposed $1.22 Billion Notes at CCC+ ROSEDALE CLO: S&P Rates $12.5 Million Class E Notes at BB ROTECH HEALTHCARE: Posts $21.8 Mil. Net Loss in Qtr Ended March 31 SHARP HOLDINGS: Loan Add-On Prompts S&P to Revise Rating to B- SHIFT NETWORKS: Obtains CCAA Protection in Alberta SINCLAIR BROADCAST: Affiliate to Redeem $300 Million of 2012 Notes SINCLAIR BROADCAST: Closes $300MM Convertible Sr. Notes Offering SMARTIRE SYSTEMS: Declares Changes in Board & Leadership Structure STARBOUND RE: S&P Rates Proposed $66.5 Million Bank Loan at BB STRATUS SERVICES: Posts $85,982 Net Loss in Quarter Ended March 31 TALCOTT NOTCH: S&P Puts Class A-4 Notes' Rating under Pos. Watch TOUSA INC: Posts $66 Million Net Loss in Quarter Ended March 31 UNIGENE LABORATORIES: Restructures $15.7 Million Credit Balance UNION PLANTERS: Fitch Affirms BB Ratings on Class B5 Certificates UNIVERSAL HOSPITAL: March 31 Balance Sheet Upside-Down by $89.3MM UNIVERSAL HOSPITAL: UHS Merger Plans to Offer $230MM Senior Notes UNIVERSAL HOSPITAL: S&P Holds B+ Rating and Removes Negative Watch UNIVISION COMMUNICATIONS: Fitch Cuts Issuer Default Rating to B VALHI INC: Earns $26.1 Million 2007 First Quarter VALHI INC: Rhode Island Litigation Cues S&P to Cut Rating to B+ WARNER MUSIC: To Cut 400 Jobs to Realign Workforce WEST CORP: March 31 Balance Sheet Upside-Down by $2.1 Billion WEST CORP: S&P Holds B+ Rating on $135 Million Loan Add-On WEST PENN: Fitch Lifts Rating on $735 Million Revenue Bonds to BB WESTAR ENERGY: Prices Public Offering of 2047 Mortgage Bonds WORLDGATE COMM: Posts $4.6 Million Net Loss in Qtr Ended March 31 * Fried Frank Adds John Sorkin as Partner in New York * Hunton & Williams Names Two Attorneys as Washington Counsel * King & Spalding Adds Two Senior Counsel in Houston Office * Large Companies with Insolvent Balance Sheets ********* 1031 TAX GROUP: Files for Chapter 11 Protection in New York ----------------------------------------------------------- The 1031 Tax Group, LLC and 16 its affiliates filed for Chapter 11 protection with the U.S. Bankruptcy Court for the Southern District of New York in order to obtain necessary time to reorganize their affairs. The Debtors cited liquidity issues in the decision to file, including the actions taken by several financial institutions in blocking access to 1031 Tax Group's funds. The Debtors estimate on a balance sheet basis that their assets exceed their obligations to customers and others. Prior to the filing, the owner of 1031 Tax Group, Edward H. Okun, personally signed a guaranty for repayment of notes owed to the Debtors by entities controlled by him. Mr. Okun has agreed in principal to collateralize his personal guarantee with a collateral package in order to facilitate repayment of creditors' claims. The Debtors anticipate that the proposed collateral package will be agreed to and documented within a short period of time. Paul Traub, Esq. and Norman N. Kinel, Esq., co-chairs of Dreier LLP's Bankruptcy & Corporate Reorganization Department, represent the Debtors in their restructuring efforts. In addition, the Debtors have named James M. Lukenda of Huron Consulting Group as Chief Restructuring Officer. The Huron team led by Mr. Lukenda replaces five 1031 TG executives who recently left the company. "Huron is moving forward with the full support of The 1031 Tax Group to address the companies' business and liquidity issues in an orderly way," stated Mr. Lukenda. 1031 Tax Group, LLC is a "roll-up" of several qualified intermediaries created to service real property exchanges under Section 1031 of the Internal Revenue Code. 1031 TAX GROUP: Case Summary & 21 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: The 1031 Tax Group, L.L.C. 10800 Midlothian Turnpike 300 Richmond, VA 23235 Bankruptcy Case No.: 07-11448 Debtor-affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Security 1031 Services, L.L.C. 07-11447 1031 Advance 132, L.L.C. 07-11449 1031 Advance, Inc. 07-11450 1031 TG Oak Harbor, L.L.C. 07-11451 Atlantic Exchange Company, Inc. 07-11452 Atlantic Exchange Company, L.L.C. 07-11453 Exchange Management, L.L.C. 07-11454 Investment Exchange Group, L.L.C. 07-11455 National Exchange Accommodators, L.L.C. 07-11456 National Exchange Services Q.I., Ltd. 07-11457 National Intermediary, Ltd. 07-11458 NRC 1031, L.L.C. 07-11459 Real Estate Exchange Services, Inc. 07-11460 Rutherford Investment, L.L.C. 07-11461 Shamrock Holdings Group, L.L.C. 07-11462 Type of Business: The Debtor is a privately held consolidated group of qualified intermediaries created to service real property exchanges under Section 1031 of the Internal Revenue Code. See http://www.ixg1031.com/ Chapter 11 Petition Date: May 14, 2007 Court: Southern District of New York (Manhattan) Judge: Allan L. Gropper Debtors' Counsel: Norman N. Kinel, Esq. Dreier L.L.P. 499 Park Avenue New York, NY 10022 Tel: (212) 328-6100 Fax: (212) 328-3801 Estimated Assets: Over $100 Million Estimated Debts: Over $100 Million Debtors' Consolidated List of 21 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Dr. and Mrs. Bordoni trade debt $10,645,330 478 Sequoia Way Los Altos, CA 94024 Capitol Aggregates, Ltd. trade debt $8,115,800 c/o Gaydos, J. P.O. Box 33240 San Antonio, TX 78265 Newton Bayard Limited trade debt $4,358,266 Partnership 75 Second Avenue Needham, MA 02494 Siox Realty Corp. trade debt $3,945,904 212-07 33rd Road Bayside, NY 11361 William Newton trade debt $3,362,955 405 Country Lane San Antonio, TX 78209 Red Bird Ranch, Ltd.; trade debt $3,354,494 Reeves Hollimon c/o Hollimon, R. 300 Austin Highway, Suite 200 San Antonio, TX 78209 409 Sherman Way, L.L.C. trade debt $3,325,778 c/o Ms. Candace Graham 1 Applewood Lane Portolo Valley, CA 94028 L.J. Ambassador, Ltd. trade debt $3,175,439 c/o Mr. Andy Hull P.O. Box 6051 San Antonio, TX 78209 L.J. 904 West Avenue, Ltd., trade debt $3,052,463 L.J. Castle Hill Ventures, Ltd. and L.J. Villa Marquis, Ltd. c/o Hull, Andy P.O. Box 6051 San Antonia, TX 78209 Joyce Green trade debt $2,842,424 86 Beach Lane Westhampton Beach, NY 11979 Mr. and Mrs. DonKonics trade debt $2,817,123 926 Deer Creek Road Martinez, CA 94553 N.P. 1300, L.L.C. trade debt $2,481,027 76 South Orange Avenue South Orange, NJ 07079 Vista Enclave, Ltd. trade debt $2,365,496 1117 Eldridge Parkway Houston, TX 77077 Huber, G./CellTex trade debt $2,139,316 c/o Huber, Greg 2230 Pipestone Drive San Antonio, TX 78232 Quirk Infiniti, Inc. trade debt $2,077,438 442 Quincy Avenue Braintree, MA 02184 Charles & Maria Sourmaidas trade debt $1,970,200 P.O. Box 351 Adamsville, RI 02801 James Collins trade debt $1,919,653 5602 Grape Street Houston, TX 77096 Ward Enterprises, L.L.C. trade debt $1,900,029 c/o Peter Gosch 32 Dawn Heath Drive Littleton, CO 80127 Cody Dutton, Trustee trade debt $1,772,384 Cody Dutton Testamentary Trust 1499 South Main Street Boeme, TX 78006 Myane, G. trade debt $1,649,822 c/o Myane, Geoffrey P.O. Box 1876 Uvalde, TX 78820 Garson trade debt $1,647,545 c/o Nona A. Garson 51 Bisell Road Lebanon, NJ 08833 1301-1307 NORTH CLYBORN: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: 1301-1307 North Clyborn, L.L.C. 405 North Wabash, Suite 3504 Chicago, IL 60611 Bankruptcy Case No.: 07-08728 Chapter 11 Petition Date: May 13, 2007 Court: Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Paul M. Bach, Esq. 1955 Shermer Road, Suite 150 Northbrook, IL 60062 Tel: (847) 564-0808 Fax: (847) 564-0985 Total Assets: $2,600,600 Total Debts: $2,022,000 The Debtor did not submit a list of its largest unsecured creditors. 178 KNEELAND: Case Summary & Three Largest Unsecured Creditors -------------------------------------------------------------- Debtor: 178 Kneeland Street Realty, L.L.C. 229 Berekley Street Boston, MA 02116 Bankruptcy Case No.: 07-12959 Type of Business: The Debtor owns real estate. Chapter 11 Petition Date: May 11, 2007 Court: District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Stewart F. Grossman, Esq. Looney & Grossman, L.L.P. 101 Arch Street Boston, MA 02110 Tel: (617) 951-2800 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's XX Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Pheonix Mortgage $362,784 c/o Madoff & Khoury, L.L.P. Pine Brooks Office Park Foxboro, MA 02035 Jon Burke $350,000 Steven Ross, Esq. 376 Boylston Street Boston, MA 02116 City of Boston $7,000 P.O. Box 1626 Boston, MA 02105 ABENGOA BIOENERGY: S&P Cuts Rating on $90 Million Facility to B- ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on Abengoa Bioenergy of Nebraska LLC's $90 million senior secured credit facility to 'B-' from 'B'. The rating remains on CreditWatch. At the same time, Standard & Poor's revised the CreditWatch implications to developing from negative. ABNE is constructing and will operate an 88-million gallon-per- year dry-mill ethanol plant in Ravenna, Neb. "The downgrade is a result of longer delays in the construction of the facility and, subsequently, increasing concerns regarding ABNE's ability to service its debt prior to construction completion," said Standard & Poor's credit analyst Arthur Simonson. The CreditWatch implications were revised to developing to reflect the uncertainty surrounding the rating if or when the project achieves substantial completion and can start producing cash flow. The CreditWatch listing will be resolved upon substantial completion of the plant. AEROFLEX INC: Moody's Puts B2 Corporate Family Rating ----------------------------------------------------- Moody's Investors Service assigned first-time long-term ratings to Aeroflex Inc. (corporate family rating of B2) and a stable ratings outlook. A newly formed entity, Acquisition Co., will acquire all of the outstanding shares of Aeroflex, a publicly traded microelectronics and test and measurement provider that will continue as the surviving company. Net proceeds from the $475 million first lien term loan and $245 million second lien term loan together with the $60 million first priority revolver (undrawn at closing) will be used to finance Aeroflex's $1.2 billion buyout (including fees and expenses) in a highly leveraged transaction. The buyout, which is subject to shareholder approval, also consists of a $423 million cash equity investment from private equity sponsors, General Atlantic LLC and Francisco Partners. The B2 corporate family rating (CFR) reflects the company's: (i) very high financial leverage and weak credit protection measures following the leveraged buyout; (ii) limited asset protection from a very small base of pro forma tangible assets; (iii) potentially increasing competition longer-term from larger and well capitalized companies; (iv) exposure to aerospace and defense electronics end markets, which could experience changes in procurement policies or the types of products sourced by the government; and (v) money losing radar unit and break even synthetic test business. The rating takes into account Moody's Basket D hybrid security treatment for the $390 million of sponsor preferred equity in which 25% of the preferred stock is treated as debt-like and 75% is treated as equity-like. As such, Moody's adjustments incorporate the concomitant increase in debt, equity and interest expense on Aeroflex's balance sheet and income statement. The rating also considers Aeroflex's leading market position as the primary or sole source provider in niche markets, strong intellectual property portfolio with proprietary technology, highly visible and diversified revenue base with no defense platform exposures, relatively stable competitive landscape, mission-critical nature of its products with high switching costs resulting in stable gross margins approaching 50% and consistent operating profitability and positive free cash flow generation. The B2 CFR also considers Moody's expectation that Aeroflex's operating performance will benefit from a broadening of applications from existing technologies, the secular outsourcing trend from primary contractors and increasing dollar content as the company moves up the value chain in the satellite and medical platforms. Although Aeroflex is expected to be free cash flow positive over the near term, Moody's does not expect the company to substantially repay debt over the next 12 months. Hence, the stable outlook reflects the company's prospects for modest improvement in financial leverage and interest coverage metrics. This is anticipated to be driven by Aeroflex's strong market position, relatively stable operating cash flows even during recessionary episodes and attractive industry dynamics, offset by the money losing radar business and potentially increasing competition. The following first time ratings were assigned: * Corporate Family Rating -- B2 * Probability of Default Rating -- B2 * $60 Million Senior Secured First Priority Revolver due 2013 -- Ba3 (LGD3, 32%) * $375 Million Senior Secured First Priority Term Loan (US Tranche) due 2014 -- Ba3 (LGD3, 32%) * $100 Million Senior Secured First Priority Term Loan (UK Tranche) due 2014 -- Ba3 (LGD3, 32%) * $245 Million Senior Secured Second Priority Term Loan due 2015 -- Caa1 (LGD5, 84%) The ratings outlook is stable. Headquartered in Plainview, NY, Aeroflex Inc. is a specialty provider of microelectronics and test and measurement products to the aerospace, defense, wireless, broadband and medical markets. For the twelve months ended March 31, 2007, revenues were $577 million. AJ PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: A.J. Properties, Inc. P.O. Box 324 Goffstown, NH 03045 Bankruptcy Case No.: 07-10983 Type of Business: The Debtor owns a country club. Chapter 11 Petition Date: May 13, 2007 Court: District of New Hampshire (Manchester) Debtor's Counsel: Eleanor Wm. Dahar, Esq. Victor W. Dahar Professional Association 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 Total Assets: $6,251,165 Total Debts: $4,269,317 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Brian and Judy Streeter $97,390 143 Cambridge Bedford, NH 03110 Hitch a Flag, L.L.C. promissory $34,000 161 Gorham Pond Road note Goffstown, NH 03045 Bank of America Business Loan 161 Gorham Pond $28,691 P.O. Box 15026 Road Wilmington, DE 19850-5026 Goffstown, NH 03045 New Hampshire Department back taxes $22,188 of Revenue Lesco, Inc. $22,109 Verizon Yellow Pages Co. $12,509 V.F. Imagewear $8,319 Precision Temperature $7,834 Control R&R Products, Inc. $6,402 Callaway Golf $6,305 Advanta Business Card $6,091 Connor & Associates, P.C. $5,775 Law Offices of Rodney L. $5,557 Stark Favorite Foods, Inc. $5,508 Agar Supply Co. $5,393 U.S. Bancorp. $5,049 Capital One, F.S.B. $4,822 Grigg Brothers $4,736 Cutter & Buck $4,083 Affiliated H.V.A.C. Service, $3,978 L.L.C. ALLIED HOLDINGS: Wants to Restructure $315-Mil. Goldman Sachs Loan ------------------------------------------------------------------ Allied Holdings Inc. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Georgia to restructure a $315,000,000 senior secured bank financing arranged by Goldman Sachs Credit Partners L.P. As reported in the Troubled Company Reporter on May 7, 2007, the Court entered a final order authorizing the Debtors to enter and execute the Goldman Sachs financing commitment letter. Pursuant to a commitment letter, Goldman Sachs agreed to arrange the refinancing of the Debtors' $260,000,000 debtor-in-possession credit facility with General Electric Capital Corp., Morgan Stanley Senior Funding, Inc., and Marathon Structured Finance Fund. Pursuant to a Secured Super-Priority Debtor In Possession and Exit Credit and Guaranty Agreement entered into on March 30, 2007, Goldman Sachs, acting as lead arranger and syndication agent and The CIT Group/Business Credit, Inc., acting as administrative agent and collateral agent, and a syndicate of financial institutions agreed to provide the Debtors first priority credit facilities in the aggregate principal amount of up to $315,000,000 to, among others, refinance the GECC DIP Facility. The Final Order approved the Goldman Sachs Credit Agreement and other related documents, including a fee letter dated March 16, 2007. Pursuant to the Fee Letter, the First Lien Syndication Agent was permitted to change the terms, conditions, pricing or structure of the Credit Agreement within certain narrow parameters if the changes are reasonably necessary to facilitate successful syndication. Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta, Georgia, relates that the Debtors and the First Lien Lenders have negotiated a restructuring of the facilities to achieve a successful syndication of the Financing. In particular, the Debtors want to: (a) restructure the Goldman Sachs Financing into: -- first lien credit facilities in an aggregate principal amount of $265,000,000 under an Amended and Restated First Lien Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement; and -- a second lien credit facility in an aggregate principal amount of $50,000,000, under a Second Lien Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement; and (b) grant liens and superpriority claims. AHI and certain of its debtor subsidiaries are the named Borrowers, and each Borrower and each subsidiary of AHI other than Haul Insurance Limited is a Guarantor under the Agreements. Goldman Sachs will serve as Syndication Agent, and The CIT Group/Business Credit, Inc., will serve as Administrative Agent and as Collateral Agent under the First Lien Agreement. Goldman Sachs will serve as Lead Arranger and Syndication Agent, Administrative Agent and Collateral Agent under the Second Lien Agreement. Terms and Conditions of the Restructured Financing Pursuant to the Original Credit Agreement, the Debtors obtained $315,000,000 senior secured bank financing consisting of: (a) a $230,000,000 senior secured term-loan facility; (b) a $50,000,000 senior secured synthetic letter-of-credit facility; and (c) a $35,000,000 senior secured revolving credit facility. The restructuring of the Financing contemplates that the Borrowers will borrow funds from, and incur debt to, the Second Lien Lenders in accordance with the terms and conditions of the Second Lien Credit Documents up to the aggregate amount of $50,000,000, and the Guarantors will guaranty the borrowings under the Second Lien Credit Documents. Specifically, the Borrowers have requested and the Second Lien Lenders have agreed to extend to the Borrowers a term loan facility in an aggregate amount not to exceed $50,000,000 to be used to repay a portion of the loans under the First Lien Credit Facilities on the Closing Date. As a result of the repayment, the loans due under the First Lien Credit Facilities will not exceed $265,000,000. The obligations of the Borrowers under the Second Lien Credit Documents and the obligations of the Guarantor Subsidiaries under the Second Lien Subsidiary Guaranty will be secured on a second priority basis by liens on substantially all the assets of the Borrowers and the Guarantor Subsidiaries. Mr. Winsberg notes that the weighed average interest rate chargeable under the First Lien Credit Documents and the Second Lien Credit Documents is within the range of rates previously approved by the Court in connection with the Goldman Sachs Financing and otherwise complies with the narrow parameters for changes to terms, conditions, pricing and structure set forth in the Fee Letter approved by the Court. Importantly, Mr. Winsberg relates, the contemplated Financing restructuring retains the option of the Debtors to convert the Financing into exit financing. Further, he says, no new fees will be charged in association with the restructuring of the Financing. Lenders to Stop Funding Absent Restructuring Since entry of the Final Order, Goldman Sachs has been actively syndicating the $315,000,000 first-lien refinancing. Goldman Sachs has identified a sufficient number of financial institutions to fully and successfully syndicate the loan. Many of the financial institutions, however, have indicated that if the $315,000,000 financing is not quickly restructured and syndicated, they will cease setting funds aside and will no longer be interested in participating, Mr. Winsberg tells the Court. At the Debtors' behest, the Court held an emergency hearing to consider approval of the restructuring of the $315,000,000 financing. The Court has entered an interim order authorizing the Debtors to amend the Goldman Sachs Financing, and borrow funds from, and incur debt to, the Second Lien Lenders up to the aggregate amount of $50,000,000. 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) Plan Update The Court confirmed the Debtors' Joint Plan of Reorganization with the Yucaipa Entities and Teamsters National Automobile Transportation Industry Negotiating Committee on May 12, 2007. The Plan Proponents expect their Joint Plan to become effective on June 1, 2007. AMERIRESOURCE TECH: De Joya Griffith Raises Concern Doubt --------------------------------------------------------- De Joya Griffith & Company LLP, of Las Vegas, Nevada, expressed substantial doubt on AmeriResource Technologies Inc.'s ability to continue as a going concern after auditing the company's financial statement for the years ended Dec. 31, 2006, and 2005. De Joya reported that the company has suffered recurring losses from operations, negative working capital, and negative cash flows from operations. For the year ended Dec. 31, 2006, the company posted a net loss of $2,331,532, as compared with a net loss of $2,037,576 in the previous year. The company's revenues grew to $892,424 from $149,321 in the prior year, while operating loss increased to $3,567,229 from $2,586,936 in the prior year. The company reported increased expenses for the year ended Dec. 31, 2006: consulting expenses grew to $2,150,882 from $1,273,475 in the prior year; general and administrative expenses grew to $687,792 from $490,446 in the prior year; and expenses from employees' salaries increased to $506,584 from $100,000 in the prior year. At Dec. 31, 2006, the company suffered an uneven balance sheet with a negative working capital brought about by total current assets of $207,045 and total current liabilities of $1,834,115. The company also reported $1,383,739 in stockholders' deficit from total assets of $1,096,947 and total liabilities of $2,480,686. For the year ended Dec. 31, 2006, the company's account payables were $208,242. The company had notes payable to other parties in the amount of $1,464,608, and notes payable to related parties of $350,157, inclusive of accrued interest totaling $83,998. The company plans to decrease its liabilities and increase its assets by acquiring additional income producing companies in exchange for its securities, as well as attempting to settle additional payables with equity. The company intends to continue to improve shareholder equity by acquiring income-producing assets, which are generating profits. A full-text copy of the company's 2006 annual report is available for free at http://ResearchArchives.com/t/s?1efd About AmeriResource The Las Vegas, Nevada-based AmeriResource Technologies, Inc. - (OTC BB: AMREE) -- http://www.ameriresourcetechnologies.com/-- operates online auction drop-off locations that provide the general public to sell items on eBay. It provides software design and product development for businesses that sells items on eBay. AmeriResource also offers software and hardware system, and self- serve system called Point of Sales, which offers integrated system, including restaurant management tools/menus that offer various reports for inventory and labor control. The company was incorporated in 1989 as KLH Engineering Group, Inc. and changed its name to AmeriResource Technologies Inc. in 1996. AQUILA INC: Posts $24.3 Million Net Loss in Quarter Ended March 31 ------------------------------------------------------------------ Aquila, Inc. reported a net loss of $24.3 million for the quarter ended March 31, 2007, compared to a net loss of $1.1 million in 2006. Sales for the quarter were $444 million in 2007 versus $431 million in 2006. "Earnings in the first quarter of 2007 were reduced because of lower earnings from discontinued operations relating to our former gas utilities that were sold in 2006 and increased fuel and purchased power costs in Aquila's electric utility businesses due to a number of significant unplanned outages at some area coal- fired generating facilities during a colder than normal February," said Richard C. Green, Aquila's chairman and chief executive officer. "While service to customers was unaffected due to our ability to call on other resources, the change in power supply came at an increased and unexpected cost." The impact to Aquila from the unavailable resources totaled over 600 megawatts. Specific units included the company's Sibley #3 power plant along with Kansas City Power & Light's Iatan facility, Westar's Jeffrey Energy Center and a purchase power contract with Nebraska Public Power District. Segment EBITDA Continuing electric utility operations in Missouri and Colorado and natural gas utility operations in Iowa, Kansas, Nebraska and Colorado reported 2007 EBITDA of $35.3 million, down $13.4 million from $48.7 million reported in 2006. Electric Utilities EBITDA decreased $17.4 million from 2006, while Gas Utilities reported an EBITDA increase of $4 million. Merchant Services loss before interest, taxes, depreciation and amortization of $4.1 million was $3.3 million less than the loss of $7.4 million reported in 2006, and the Corporate and Other loss of $10.3 million in 2007 was $4.7 million greater than the $5.6 million loss in 2006. Electric Utilities Gross profit was $56.3 million in 2007, a decrease of $15.7 million from 2006. This decrease resulted primarily from an increase in the net cost of fuel and purchased power, including the unfavorable settlement of price hedges on natural gas used as fuel for generation. The increases in fuel and purchased power costs were driven by unplanned or extended plant outages and curtailed delivery under a purchased power contract due to transmission constraints at plants noted previously and a surge in wholesale power prices. Partially offsetting these factors was a rate settlement in Missouri in early 2006. In addition to the decrease in gross profit, the company experienced higher operating and maintenance expenses. Higher labor and benefit costs and increased maintenance costs related to the plant outages caused Electric Utilities operation and maintenance expenses to increase over 2006. Partially offsetting the decreased gross profit and increased operation and maintenance expense was increased other income. Other income increased $4 million primarily due to the receipt of a $3.2 million breakup fee on the termination of the Aries purchase and increased Allowance for Funds Used During Construction associated with the construction of Iatan 2. Gas Utilities Gross profit was $63.7 million in 2007, $7.7 million higher than 2006 due to favorable weather and other volume increases compared to 2006 and an interim rate increase in Nebraska. Partially offsetting the increase in gross profit were increased operation and maintenance expenses related to outside services, labor and other operating costs. Merchant Services Merchant Services reported a gross loss of $3.4 million in 2007, compared to a gross loss of $11.2 million a year earlier. The improvement in gross loss from 2006 was a result of exiting the Elwood tolling contract in June 2006, which eliminated $9.6 million of capacity payments for the quarter. The decreased gross loss was offset in part by an increase in operation and maintenance expenses primarily due to the 2006 reversal of allowances for bad debts. Corporate and Other Corporate and Other reported a 2007 EBITDA loss of $10.3 million, compared to a $5.6 million loss in 2006. First quarter 2007 results include fees associated with the pending merger with a subsidiary of Great Plains Energy Incorporated. Discontinued Operations Discontinued Operations includes the company's former Kansas electric utility operations; its former Michigan, Minnesota, and Missouri gas utility operations; its former Merchant Services peaking plants in Illinois; and its former Everest Connections telecommunications business. The company's discontinued operations reported EBITDA of $8.8 million in 2007, which was a $35.4 million decrease from $44.2 million reported in 2006. The EBITDA decrease was due primarily to the sale of the gas utility properties and Everest Connections. Full-text copies of the company's financial statements for the quarter ended March 31, 2007 is available for free at: http://ResearchArchives.com/t/s?1f0e About Aquila Inc. Based in Kansas City, Missouri, Aquila Inc. (NYSE:ILA) -- http://www.aquila.com/-- owns electric power generation and operates electric and natural gas transmission and distribution networks serving over 900,000 customers in Colorado, Iowa, Kansas, Missouri and Nebraska. * * * As reported in the Troubled Company Reporter on Feb. 12, 2007, Standard & Poor's Ratings Services placed its 'B-2' short-term corporate credit rating on Aquila Inc. on CreditWatch with positive implications. ASBURY AUTOMOTIVE: Net Income Lowers to $433,000 in 1st Qtr 2007 ---------------------------------------------------------------- Asbury Automotive Group Inc. reported a net income of $433,000 on total revenues of $1.4 billion for the first quarter ended March 31, 2007. The company had a net income of $12.6 million for the first quarter ended March 31, 2006. Income from continuing operations for the first quarter ended March 31, 2007, was $2.4 million. These results include an after- tax charge of $11.1 million related to a debt refinancing and after-tax charges of $1.8 million, related to the planned retirement next month of current chief executive officer, Kenneth B. Gilman. Summary financial information for the first quarter of 2007, as compared to last year's first quarter, included: -- Total revenue for the quarter increased $49.8 million to $1.4 billion. Total gross profit was $224.1 million, up 7%. -- Same-store retail revenue and gross profit increased 4% and 7%, respectively. -- New vehicle retail revenue and gross profit increased 2% and 4%, respectively. New retail unit sales were up 1%. Total new unit sales were up 2%. -- Used vehicle retail revenue and gross profit both increased 11%. Used retail unit sales were up 9%. -- Parts, service and collision repair revenue increased 3%, and gross profit rose 6%. -- Net finance and insurance revenue increased 10% and dealership-generated F&I per vehicle retailed rose 9%. -- Selling, general and administrative expenses as a percentage of gross profit were 78.7% for the quarter. Adjusted for the charge related to the retirement of the current CEO, SG&A expenses were 77.4% of gross profit for the quarter, an 80 basis-point improvement compared to 78.2% a year ago. The company had total assets of about $2 billion, total liabilities of about $1.4 billion, and total stockholders' equity of about $569.4 billion at March 31, 2007. Full-text copies of the company's 2007 first quarter results are available for free at http://ResearchArchives.com/t/s?1f0f Charles R. Oglesby, who will succeed Mr. Gilman as president and CEO on May 4, said, "The results for the first quarter again demonstrate the strength of Asbury's well-balanced business model. As the numbers reveal, it's the depth and breadth of the performance that's most impressive. All four-business lines had record first quarter gross profit results, with two of them, fixed operations and used vehicles, having all-time record quarters. Overall, our gross profit margin improved to 15.8%, the highest in the Company's history. And, equally as important, our strong performance was not confined to any one geographic region, as each of our four regions delivered record first quarter results." J. Gordon Smith, senior vice president and chief financial officer, said, "This quarter was Asbury's tenth in a row of adjusted SG&A expense leverage improvement. That ratio improved another 80 basis points in the first quarter versus the prior year quarter, and we still see additional opportunity to continue to leverage our expense structure." Mr. Smith continued, "Other highlights of the quarter surrounded the refinancing of our 9% senior subordinated notes. We completed the tender offer for these notes in March, accepting $238.1 million of tendered notes, and refinanced them with a successful private placement of $150 million in 7.625% senior subordinated notes and $115 million in 3% convertible notes. The combination of these transactions is expected to reduce our annual debt service by $6.5 million. In addition, concurrently with the convertible notes offering, we repurchased 1.3 million shares of common stock, fully utilizing the capacity under our stock repurchase program which was designed to off-set dilution related to stock-based compensation." About Asbury Automotive Group Asbury Automotive Group Inc., headquartered in New York City, is an automobile retailer in the U.S. Asbury operates through nine geographically concentrated, individually branded "platforms." These platforms currently operate 100 retail auto stores, encompassing 140 franchises for the sale and servicing of 35 different brands of American, European and Asian automobiles. The company offers customers an extensive range of automotive products and services, including new and used vehicle sales and related financing and insurance, vehicle maintenance and repair services, replacement parts and service contracts. * * * As reported in the Troubled Company Reporter on Mar. 14, 2007, Moody's Investors Service assigned a B3 rating to Asbury Automotive Group's proposed $150 million senior subordinated notes and affirmed existing ratings. The outlook has been revised to positive from stable. BELL MIRCROPRODUCTS: Revenues Up to $1 Billion in First Qtr. 2007 ----------------------------------------------------------------- Bell Microproducts Inc. reported its preliminary first quarter 2007 revenue in a range of $990 million to $1 billion, an increase of 14% to 16% from first quarter 2006 revenue of $867 million. The company's European operations posted solid revenue growth of about 13% and represented roughly 44% of the company's total first quarter revenue. In Latin America, revenues increased about 14% and represented 14% of total revenue in the quarter. North American revenue increased more than 20% and generated approximately 42% of the quarter's revenue. The Solutions category of product and services sales grew 27% to 53% of total sales in the first quarter, as compared to 48% in first quarter 2006, driven primarily by strong computer platform and storage systems sales and the acquisition of ProSys. The Components and Peripherals category grew approximately 6% and represented 47% of sales in the first quarter, as compared to 52% in first quarter 2006. Disk drive revenue increased about 20% year over year, increased slightly from fourth quarter 2006 levels, and represented about 30% of total revenue. Commenting on the preliminary first quarter results, W. Donald Bell, president and chief executive officer of Bell Microproducts, said, "We are pleased with our strong revenue growth again this quarter. Our international businesses in Europe and Latin America performed well in the first quarter and both generated double- digit revenue growth. In our North American operations, we experienced substantial revenue growth in our higher margin Industrial and Enterprise sales channels. This was partially offset by revenue decreases in our US commercial sales channel as we continue to focus on more profitable products and customers. In its second quarter of results as part of Bell Microproducts, ProSys Information Systems generated revenue in line with our expectations. Our solid start to the new year gives us confidence that we are well positioned for continued growth for the balance of 2007 and beyond." Bell Microproducts has also received a written notification from the Nasdaq Listing and Hearing Review Council that the Listing Council has stayed the previously disclosed Feb. 21, 2007, delisting decision of the Nasdaq Listing Qualifications Panel, which gave the company until May 22, 2007, to become current in its SEC periodic reports and file any required restatements. The Listing Council has taken review of the Qualification Panel's prior decision and has given the company until June 29, 2007, to submit additional information for the Listing Council to consider in its review. The company said it is unable at this time to provide additional quantitative information regarding its quarterly results or any further comparison of such results to first quarter 2006 until the previously announced restatement of its financial statements for certain prior periods, the review of its historical stock option grants, and the impact on the 2006 audit has been completed. A special committee of the board of directors has been appointed to conduct an evaluation of the company's stock option practices with the assistance of independent counsel and independent accounting consultants. The accounting adjustments expected as a result of the review cannot be quantified until completion of the independent review. About Bell Microproducts Headquartered in San Jose, California, Bell Microproducts Inc. (Nasdaq: BELM) -- http://www.bellmicro.com/-- is an international, value-added distributor of high-tech products, solutions and services, including storage systems, servers, software, computer components and peripherals, as well as maintenance and professional services. Bell is a Fortune 1000 company that has operations in Argentina, Brazil, Chile and Mexico. * * * In March 2007, the company received a Nasdaq Staff Determination notice because the company did not file its Annual Report 10-K for the period ended Dec. 31, 2006. The Nasdaq Listing and Hearing Review Council expects a response to why the company failed to file its annual report. Nasdaq Listing Qualifications Panel extended until May 22, 2007, the company's request for continued listing. In addition, the company received waivers in relation to the delivery of certain of its quarterly information and documentation until May 31, 2007, under credit agreements with Wachovia Capital Finance Corp., Wachovia Bank, National Association, and the Teachers' Retirement Systems of Alabama. BILL GILES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Bill Giles Motor Co., Inc. dba Bill Giles Chevrolet 750 Goldfield Avenue Yerington, NV 89447 Bankruptcy Case No.: 07-50574 Type of Business: The Debtor is a dealer of Chevrolet vehicles. See http://www.billgileschevrolet.com/ Chapter 11 Petition Date: May 12, 2007 Court: District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Alan R. Smith, Esq. 505 Ridge Street Reno, NV 89501 Tel: (775) 786-4579 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 ------ --------------- ------------ Nevada Department of Taxation sales tax $750,000 555 East Washington Avenue, Suite 1300 Las Vegas, NV 89101 Anna Giles loan $125,000 951 Belmont Place Pittsburg, CA 94565 Internal Revenue Service federal $100,000 Stop 5028LVG withholding 110 City Parkway tax Las Vegas, NV 89106 Kristina Nelson loan $92,000 Maurice Simon goods and services $42,000 Terry Mercurio loan $20,000 Pacificare insurance premium $6,385 Nevada State Bank loan $6,000 Lyon County Treasurer tax $5,000 Chase $4,000 Deals & Wheels goods and services $3,300 Yerington Auto Parts goods and services $2,600 Plaza Auto Parts goods and services $2,500 Best Deals goods and services $2,500 Jones West Ford goods and services $2,387 Local Pages goods and services $661 Sparks Auto Wrecking goods and services $650 Saturn of Reno goods and services $354 Reno Dodge goods and services $70 Giles' Goldfield, L.L.C. lease on business $1 premises BNC MORTGAGE: Moody's Puts Low-B Ratings to Class B Certificates ---------------------------------------------------------------- Moody's Investors Service has assigned an Aaa rating to the senior certificates issued by BNC Mortgage Loan Trust 2007-2 and ratings ranging from Aa1 to Ba2 to the subordinate certificates in the deal. The securitization is backed by adjustable-rate and fixed-rate subprime mortgage loans acquired by BNC Mortgage, Inc. The ratings are based primarily on the credit quality of the loans and on the protection from subordination, overcollateralization, excess spread, an interest rate swap and an interest rate cap agreement. Moody's expects collateral losses to range from 5.15% to 5.65%. JPMorgan Chase Bank, National Association will service the loans, and Aurora Loan Services LLC will act as master servicer. Moody's has assigned JPMorgan Chase Bank, National Association its top servicer quality rating of SQ1 as a primary servicer of subprime mortgage loans. Furthermore, Moody's has assigned Aurora Loan Services LLC its servicer quality rating of SQ1- as master servicer. The complete rating actions are: BNC Mortgage Loan Trust 2007-2 -- Mortgage Pass-Through Certificates, Series 2007-2 * Class A1, Assigned Aaa * Class A2, Assigned Aaa * Class A3, Assigned Aaa * Class A4, Assigned Aaa * Class A5, Assigned Aaa * Class M1, Assigned Aa1 * Class M2, Assigned Aa2 * Class M3, Assigned Aa3 * Class M4, Assigned A1 * Class M5, Assigned A2 * Class M6, Assigned A3 * Class M7, Assigned Baa1 * Class M8, Assigned Baa1 * Class M9, Assigned Baa2 * Class B1, Assigned Ba1 * Class B2, Assigned Ba2 CARDTRONICS INC: March 31 Balance Sheet Upside-Down by $42.2 Mil. ----------------------------------------------------------------- Cardtronics Inc. recorded $363.6 million in total assets, $329.1 million in total liabilities, $76.7 million in redeemable preferred stock, and $42.2 million in total stockholders' deficit at March 31, 2007. The company had a negative working capital of $15.9 million at March 31, 2007, with total current assets of $30.7 million and total current liabilities of $46.6 million at March 31, 2007. The company had a net loss for the first quarter of 2007 of $3.4 million, which compares to a net loss of $3.1 million for the same period in 2006. The 2007 net loss amount reflects the aforementioned incremental selling, general, and administrative costs, as well as higher depreciation expense amounts associated with the company's ongoing Triple-DES ATM upgrade and replacement program. The 2006 net loss amount includes a $2.8 million impairment charge related to a previously acquired domestic ATM portfolio. For the quarter ended March 31, 2007, its revenues totaled $74.5 million, representing a 7.8% increase over the $69.1 million in revenues recorded during the first quarter of 2006. The year-over-year increase in revenues was primarily attributable to an increase in ATM operating revenues from the company's United Kingdom operations as a result of additional ATM deployments and higher withdrawal transactions per ATM when compared to the same period in 2006. Also contributing to the increase was an increase in ATM operating revenues associated with the company's Mexico operations, which also resulted from additional ATM deployments. Key Statistics Average transacting ATMs for the first quarter of 2007 totaled 25,228, representing a decrease of 3.7% when compared to the 26,188 average transacting ATMs during the same period in 2006. Average cash withdrawal transactions per ATM per month during the first quarter of 2007 increased 7.9% to 412 from 382 during the same period in 2006. Capital expenditures during the quarter totaled $13.9 million. "Our first quarter results were generally where we expected them to be," commented Jack Antonini, chief executive officer of Cardtronics. "As previously communicated, we expect 2007 to be a year of significant investment for Cardtronics as we look to take advantage of what we believe are favorable trends in our key markets. On the domestic front, we have already converted over 3,100 existing company-owned ATMs to our in-house transaction- processing switch during 2007. This conversion effort, which is currently ahead of schedule, will ultimately allow us to offer advanced functionality and services on all of our domestic company-owned ATMs, and is critical to our strategic initiative to offer additional ATM solutions to financial institutions throughout the United States. Internationally, we deployed over 300 ATMs in high-volume retail locations in the United Kingdom and Mexico during the quarter, further building on the strong foundations that we have created in those markets." Recent highlights include: -- The conversion of over 3,100 company-owned ATMs to the company's in-house transaction processing switch during 2007. -- Net growth during the quarter of over 130 machines, or 9.5%, in the company's high-volume U.K. ATM fleet. This represents a substantial increase in our growth rate in this important market. -- The successful rollout of approximately 190 additional ATMs in Mexico, the majority of which were deployed under the company's long-term agreements with OXXO and FRAGUA. -- The signing of a multi-year bank branding agreement with Guaranty Bank to brand 24 ATMs in CVS/pharmacy locations across the Minneapolis, Minnesota area. -- The announcement of the planned expansion of the company's Allpoint surcharge-free network to include the company's ATMs located in the U.K. -- The recent amendment of our credit facility, which, among other things, reduced the interest rate charged on amounts outstanding under the facility and increased the amount of capital expenditures that the company can incur on an annual basis. Guidance for 2007 The company continues to expect revenues of $310 million to $325 million, gross profits of $79 million to $83 million, and adjusted EBITDA of $53 million to $57 million for the year ending Dec. 31, 2007. Furthermore, the company continues to expect capital expenditures to total about $55 million in 2007, net of minority interest. About Cardtronics Headquartered in Houston, Texas, Cardtronics Inc.-- http://www.cardtronics.com/-- is a non-bank owner/operator of ATMs with more than 25,000 locations. The company operates in every major U.S. market, at about 1,500 locations throughout the U.K. and over 500 locations in Mexico. * * * Cardtronics Inc.'s 9-1/4% Senior Subordinated Notes due 2013 carry Moody's Investors Service's 'B3' rating and Standard & Poor's 'B-' rating. CITADEL BROADCASTING: Earns $6.7 Million in Quarter Ended March 31 ------------------------------------------------------------------ Citadel Broadcasting Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q for the quarter ended March 31, 2007. For the quarter ended March 31, 2007, the company reported net income of $6,762,000 down from $9,525,000 for the quarter ended March 31, 2006. Broadcasting revenue for the quarter was $92,920,000 down from $93,999,000 a year ago. At March 31, 2007, the company's balance sheet showed $2.15 billion in total assets and $1.06 billion in total liabilities. Merger Agreement On Feb. 6, 2006, the company and Alphabet Acquisition Corp., a wholly-owned subsidiary, entered into an Agreement and Plan of Merger with The Walt Disney Company and ABC Radio Holdings, Inc., formerly known as ABC Chicago FM Radio, Inc., a Delaware corporation and wholly-owned subsidiary of Walt Disney. The Agreement and Plan of Merger was subsequently amended as of November 19, 2006. Pursuant to and subject to the terms and conditions contained in the ABC Radio Merger Agreement, the company will combine its business with ABC Radio, which includes 22 radio stations and the ABC Radio Network. The combination is structured as a reverse Morris Trust transaction. Prior to the Merger, Walt Disney will distribute ownership of ABC Radio to Walt Disney shareholders in a spin-off transaction. As of Nov. 19, 2006, the transaction was expected to be valued at approximately $2.6 billion, which was comprised of $1.5 billion in Company common stock to be received by Walt Disney shareholders and cash to be retained by TWD On March 22, 2007, the Federal Communications Commission adopted an Order granting the transfers of control of the ABC radio stations and renewal applications, which Order became effective on April 4, 2007. In granting its approval of the Merger, the FCC has required the company to divest up to eleven stations in seven markets and place the stations in trust immediately upon closing. The company does not believe these divestitures will be material to its ongoing business. On April 17, 2006, Citadel and ABC Radio Holdings, Inc. received from the Federal Trade Commission notice of early termination of the waiting period under the Hart-Scott- Rodino Act. On May 4, 2007, the IRS issued to Walt Disney the necessary ruling for the Merger to be completed as a reverse Morris Trust transaction. The parties expect that ABC Radio Holdings, Inc. will also receive a ruling from the IRS that is substantially similar in all material respects to the ruling provided to Walt Disney; however, the ruling to ABC Radio Holdings, Inc. has not been issued yet by the IRS. A full-text copy of the company's Form 10-Q for the quarter ended March 31, 2007, is available for free at: http://ResearchArchives.com/t/s?1f03 About Citadel Broadcasting Citadel Broadcasting Corp. -- http://www.citadelbroadcasting.com/ -- (NYSE:CDL) is a radio broadcaster focused primarily on acquiring, developing and operating radio stations throughout the United States. The company owns and operates 165 FM and 58 AM radio stations in 46 markets, located in 24 states across the United States. CITADEL BROADCASTING: S&P Puts Corporate Credit Rating at B ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Las Vegas-based Citadel Broadcasting Corp. The outlook is positive. At the same time, Standard & Poor's assigned its bank loan and recovery rating to Citadel's proposed $2.65 billion senior secured credit facilities. The credit facilities are rated 'B+', at the same level as the corporate credit rating on the company. The recovery rating of '3', indicates the expectation of/or meaningful (50%-80%) recovery in the event of a payment default. The facilities consist of a $200 million revolving credit facility and a $600 million term loan A (both due 2013) and a $1.85 billion term loan B due 2014, of which approximately $1.53 billion is expected to be borrowed at closing. Prior to closing, Citadel could decide to use the remaining balance on term loan B to refinance its existing convertible subordinated notes due 2011; however, upon closing this excess capacity will no longer be available. Proceeds from the transaction will be used to finance the acquisition of the ABC Radio Business, refinance Citadel's existing debt, and issue a special distributution to pre-merger Citadel shareholders. Pro forma for the proposed transaction, total debt outstanding as of Dec. 31, 2006, was $2.458 billion. "If Citadel continues to generate good discretionary cash flow," said Standard & Poor's credit analyst Michael Altberg, "and reduces its consolidated debt to EBITDA ratio to a level closer to 6x while maintaining sufficient liquidity, we could raise the rating." COMPUDYE INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Compudye, Inc. 44-22 54th Avenue Maspeth, NY 11378 Bankruptcy Case No.: 07-42579 Type of Business: The Debtor is engaged in dyeing cotton broadwoven fabrics, manmade fiber & silk broadwoven fabric, and raw stock, yarn & narrow fabric. Chapter 11 Petition Date: May 13, 2007 Court: Eastern District of New York (Brooklyn) Debtor's Counsel: Wayne M. Greenwald, Esq. 99 Park Avenue, Suite 800 New York, NY 10016 Tel: (212) 983-1922 Fax: (212) 973-9494 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 ------ --------------- ------------ Joseph Catalano loans $600,000 52-35 240th Street Douglaston Hills, NY Paul Shafran loans $600,000 69-81 Lions Head Road Boca Raton, FL 33496 N.Y.C. Water Board water $308,005 P.O. Box 410 Church Street Stration New York, NY 10008-0410 44 Maspeth Associates, L.P. rent $157,149 Keyspan Energy Delivery $119,209 Igor Korsunsky loan $80,000 Lyntech Industries, Inc. materials $71,302 Morlot Color & Chemical materials $62,415 Independent Chemical Corp. materials $54,950 T.M. Mechanical Corp. services $35,000 President Container, Inc. supplies $18,676 Schoenberg Sales Company material $7,998 B.I.S. Trucking, Inc. services $3,918 Apple Printing, Inc. $3,481 Cinncinati Laundry Equipment supplies $3,218 Burton Plumbing Supply supplies $2,359 Rome Machine & Foundry supplies $2,241 Key Material Handling equipment lease $1,734 Equipment Group Research Corp. supplies $1,160 Barstan Sales Co. materials $1,065 COX ENT: Discovery Channel Deal Cues S&P's Positive Outlook ----------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Atlanta, Georgia-based diversified media company Cox Enterprises Inc. and its subsidiaries to positive from stable. S&P also affirmed the 'BBB-' corporate credit and all other ratings, including the 'BB+' senior unsecured debt rating on CEI. Total debt outstanding was about $15.1 billion as of Dec. 31, 2006. "The outlook revision reflects our expectations for improving credit measures," said Standard & Poor's credit analyst Allyn Arden. This follows CEI's announcement that it is exchanging its 25% stake in the Discovery Channel for a new entity, which will include the Travel Channel, and $1.275 billion in cash. S&P expects the cash proceeds to be applied to debt reduction. As such, total debt to EBITDA on an operating lease-adjusted basis and including unfunded pensions and other postemployment benefit obligations should decline to the low-3x area from about 3.8x at year-end 2006. The outlook revision also recognizes CEI's healthy operating performance, most notably at cable operating subsidiary Cox Communications Inc. and at its automobile auction business Manheim. These two entities account for about 70% and 14% of EBITDA, respectively. During 2006, consolidated revenue increased 9% while EBITDA grew 15%, partially due to strong cable industry trends, which S&P expects will continue in the foreseeable future as telephony and advanced services continue to grow. The ratings on CEI and its subsidiaries continue to reflect the company's diversified portfolio of cable TV systems, auto auctions, and media businesses, which have solid operating margins and healthy free cash flow generating characteristics; the strong investment-grade characteristics of the cable TV unit, which is the third-largest operator in the U.S.; improving credit measures; and significant asset value. Tempering factors include weaker industry trends in advertising-dependent businesses, particularly newspapers, capital spending requirements in the cable business, and longer-term competitive threats from local telephone companies in the cable segment. S&P view the credit profile of CEI and its subsidiaries on a consolidated basis, given the economic and strategic importance of the units to the parent. CWABS ASSET-BACKED: Moody's Rates Class B Certificates at Ba1 ------------------------------------------------------------- Moody's Investors Service has assigned a Aaa rating to the senior certificates issued by CWABS Asset-Backed Certificates Trust 2007- BC2 and ratings ranging from Aa1 to Ba1 to the subordinate certificates in the deal. The securitization is backed by Quick Loan Funding Inc. (25%), Wilmington Finance Incorporated (30%), and other mortgage lenders (45%) originated, adjustable-rate (70%) and fixed-rate (30%) subprime residential mortgage loans acquired or originated by Countrywide Home Loans, Inc. The ratings are based primarily on the credit quality of the loans and on the protection against credit losses provided by subordination, excess spread, overcollateralization, and an interest-rate swap agreement. Moody's expects collateral losses to range from 4.75% to 5.25%. Countrywide Home Loans Servicing LP will act as servicer and master servicer. The complete rating actions are: -- CWABS Asset-Backed Certificates Trust 2007-BC2 * Class 1-A, Assigned Aaa * Class 2-A-1, Assigned Aaa * Class 2-A-2, Assigned Aaa * Class 2-A-3, Assigned Aaa * Class 2-A-4, Assigned Aaa * Class A-R, Assigned Aaa * Class M-1, Assigned Aa1 * Class M-2, Assigned Aa2 * Class M-3, Assigned Aa3 * Class M-4, Assigned A1 * Class M-5, Assigned A2 * Class M-6, Assigned A3 * Class M-7, Assigned Baa1 * Class M-8, Assigned Baa1 * Class M-9, Assigned Baa2 * Class B, Assigned Ba1 DAIMLERCHRYSLER: Cerberus Takes Over Majority Interest in Chrysler ------------------------------------------------------------------ The Board of Management of DaimlerChrysler AG has decided, subject to the approval of the Supervisory Board and the relevant authorities, on the future concept for the Chrysler Group and the realignment of DaimlerChrysler AG. Completion of the transaction is subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals and Cerberus financing arrangements. Structure of the Transaction An affiliate of private equity firm Cerberus Capital Management, L.P., New York, will make a capital contribution of $7.4 billion in return for an 80.1 percent equity interest in the future new company, Chrysler Holding LLC. DaimlerChrysler will hold a 19.9 percent equity interest in the new company. Chrysler Holding LLC will hold 100 percent each of the future Chrysler Corporation LLC, which produces and sells Chrysler, Dodge and Jeep(R) vehicles, and the future Chrysler Financial Services LLC, which provides financial services for these vehicles in the NAFTA region. Of the total capital contribution of $7.4 billion, $5.0 billion will flow into the industrial business (Chrysler Corporation LLC) and $1.05 billion will flow into the financial services business in order to strengthen the equity base of both businesses. DaimlerChrysler will receive the balance of $ 1.35 billion. In addition, DaimlerChrysler will grant a loan of $0.4 billion to Chrysler Corporation LLC. According to the agreement, upon the closing of the transaction, DaimlerChrysler will transfer the industrial business of the Chrysler Group completely free of debt. Due to the Chrysler Group's anticipated negative cash flow until closing in connection with its restructuring plan, the transaction will give rise to a cash outflow of $1.6 billion for DaimlerChrysler. The overall net cash outflow resulting from the transaction will therefore be $0.65 billion. In addition, DaimlerChrysler will have to discharge long-term liabilities of the Chrysler Group in connection with the transaction. This will result in prepayment compensation of approximately $878 million, to be borne by DaimlerChrysler. The usual transaction costs will also be incurred. The Chrysler Group's financial obligations for pension and healthcare benefits towards its employees and the employees of the financial services business related to the Chrysler Group will be retained by the Chrysler companies. The pension plans are significantly over-funded at present. Effects on Key Figures The transaction will have these effects on DaimlerChrysler AG: * In total, current estimates indicate that net profit according to IFRS in 2007 will be reduced by $4.1-5.4 billion; * Due to the deconsolidation of the Chrysler companies and the resulting reduction in the balance-sheet total, the equity ratio of DaimlerChrysler's industrial business is expected to increase to more than 40 percent by the beginning of 2008; * There will be no changes relating to the bonds issued and guaranteed by DaimlerChrysler AG. In the financial services business for the Chrysler, Jeep and Dodge brands, Cerberus will take over the financing previously provided by DaimlerChrysler AG; * The 19.9 percent equity interest held by DaimlerChrysler AG in the new company Chrysler Holding LLC will be included after closing at equity in the Van, Bus, Others segment; and * The closing of the transaction is expected to take place in the third quarter of 2007. Commenting on the transaction, Dr. Dieter Zetsche, Chairman of the Board of Management of DaimlerChrysler AG and Head of the Mercedes Car Group, said, "We're confident that we've found the solution that will create the greatest overall value - both for Daimler and Chrysler. With the transaction, we have created the right conditions for a new start for Chrysler and Daimler." Ron Gettelfinger, President of the United Autoworkers said, "The transaction with Cerberus is in the best interests of our UAW members, the Chrysler Group and Daimler. We are pleased that this decision has been made. Because our members and the management can now focus entirely on the development and manufacture of quality products for the future of the Chrysler Group." John W. Snow, Chairman of Cerberus Capital Management, L.P., stated that, "We welcome Chrysler into the Cerberus family of companies and believe Cerberus will be a good home for Chrysler. Cerberus believes in the inherent strength of U.S. manufacturing and of the U.S. auto industry. Most importantly, we believe in Chrysler." Mr. Snow continued, "We would like to thank DaimlerChrysler for their good stewardship of this American icon over the last decade. We are aware that Chrysler faces significant challenges, but we are confident that they can and will be overcome. A private investment firm like Cerberus will provide management with the opportunity to focus on their long-term plans rather than the pressures of short-term earnings expectations." Business Progress According to the automaker, in nearly 10 years as DaimlerChrysler, a lot has been done to move the businesses forward. The synergies possible between Mercedes-Benz and Chrysler have been fully utilized. Additional potential for collaboration is limited between two businesses operating in such different market segments. The strong volatility and pressure on margins in the Chrysler Group's North American core market have an increasingly negative impact on DaimlerChrysler's overall profitability and share-price development. The Chrysler Group has made substantial progress in recent years. For example, production hours per vehicle have fallen from 48 hours in 2001 to just over 30 at present. Quality has improved by more than 40 percent over the past six years. Since 2002, more than $10 billion has been invested in new production facilities and technologies. And with 34 new models since 2001, Chrysler has one of the youngest product lines in the industry. "As a result, Chrysler today is structurally more sound than its North American based competitors. And with Cerberus as a partner, Chrysler will have the best chances of utilizing its full potential," Mr. Zetsche said. Ongoing Collaboration The company says that existing projects with the Mercedes Car Group will be continued, for example in the development of conventional and alternative drive systems, purchasing, and sales and financial services outside the NAFTA region. Furthermore, the company discloses that a Joint Automotive Council will be established in which representatives of both sides will assess and decide on the potential of new and current projects. The Council will be led by board-level members from each company. "We very much look forward to our continued cooperation as business partners, as we want to continue to reap the mutual benefits of working together. That's one of the reasons why we're retaining a 19.9 percent equity position in Chrysler," Mr. Zetsche noted. New Daimler AG Due to the new corporate structure, the name of DaimlerChrysler AG is to be changed to Daimler AG. A decision on this is to be taken by the shareholders at an Extraordinary Shareholders' Meeting probably in fall 2007. The Board of Management of the new company will be reduced to six members. Tom LaSorda, Eric Ridenour and Tom Sidlik will leave the Board of Management with the Group's sincere thanks. There will no longer be a separate board position for procurement in the new Daimler AG. In the future, all procurement activities will be directly coordinated between the divisions. Within the Board of Management, Bodo Uebber will additionally assume overall responsibility for procurement. The leadership teams of the Mercedes Car Group, the Truck Group and Financial Services will remain unchanged, as will the teams in the vans and buses businesses. "We've done our homework in our corporate functions and in all of our divisions. As a result of our strategic review, we have a well-defined roadmap to lead us into a good future," Mr. Zetsche relates. The Mercedes Car Group will generate a return on sales of at least 7 percent this year, with higher rates to follow in the coming years. The Truck Group will achieve an average return on sales of 7 percent over the cycle as of 2008. This represents a return on net assets of approximately 30 percent. DaimlerChrysler is also a world leader and profitability benchmark for buses. And in the vans business, which is performing very well, the new Sprinter will continue the success story of its predecessor. The Financial Services division aims to earn a return on equity of more than 14 percent. Growth Perspectives "We have a strong starting position. We have an above-average financial power. And our future prospects are promising," Mr. Zetsche said. According to Mr. Zetsche, the Group has defined these main areas for continued growth: -- Further expansion in the core business, which means in the traditional segments that are the most profitable and have the highest growth rates, as well as exploiting new market opportunities on a regional basis; -- Continued development of innovative, customer-oriented and tailor-made services and activities, pursuing opportunities both up and down the value chain; and -- Strengthening leadership in sustainable, responsible and environmentally friendly technologies. By focusing on these three areas, Daimler's full potential is to be exploited and enterprise value is to be increased further through profitable and sustainable growth. Daimler intends to do this on its own, while continuing to benefit from opportunities of scale with Chrysler. About Daimler's goals, Mr. Zetsche said, "We will be the leading manufacturer of premium products and a provider of premium services in every market segment we serve worldwide. And we will pursue our commitment to excellence based on a common culture, a great heritage of innovation and pioneering achievements and - with Mercedes-Benz - the strongest automotive brand in the world." Tom LaSorda's Statement Commenting on the sale transaction, Tom LaSorda, Chrysler Corporation's president and chief executive officer, said in a press statement that, "We are confident that this transaction will create a standalone Chrysler that is financially stronger, with a winning combination of people, industry know-how, operational expertise and spirit of innovation that will accelerate the company's recovery, and help us regain our position as a competitive industry leader. Cerberus is the right strategic buyer for Chrysler, with a long- term commitment to Chrysler's growth and success. They are committed to working constructively with both union leadership and Chrysler's management team to help Chrysler realize its full potential. There are no new job cuts planned in connection with [the] transaction[. . .] . As a private company, Chrysler will be better positioned to focus on its long-term plan for recovery, rather than just short-term results. It will allow Chrysler to renew its focus on what has always made us special - our passion, creativity and commitment to delivering exciting Chrysler, Jeep and Dodge vehicles and quality Mopar parts to our customers, along with unparalleled customer service. With strong backing from Cerberus and a continued relationship with Daimler, Chrysler must demonstrate once and for all that we can win in this global marketplace. It is ours to win. And Chrysler has it in its DNA to do just that." Shearman & Sterling served as DaimlerChrysler AG's lead counsel in the transaction. Shearman & Sterling attorneys who rendered services for DaimlerChrysler are: Georg F. Thoma (partner, Corporate/M&A, Dusseldorf); John Madden and Jeffrey Lawrence (both partners, Corporate/M&A, New York; Kenneth Laverriere (partner, Executive Compensation, New York); Peter Blessing (partner, Tax, New York); and Fredric Sosnick (partner, Corporate, New York). Shearman & Sterling -- http://www.shearman.com/-- has been advising many of the world's leading corporations and financial institutions, governments and governmental organizations for more than 130 years. About Cerberus Capital Management Cerberus Capital Management, L.P., New York, is one of the largest private investment firms in the world, with approximately $23.5 billion under management in funds and accounts. Founded in 1992, Cerberus currently has significant investments in more than 50 companies that, in aggregate, generate more than $60 billion in annual revenues worldwide. 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. DUKE FUNDING: Fitch Affirms BB+ Rating on $32 Million Notes ----------------------------------------------------------- Fitch Ratings affirms ten classes of notes issued by Duke Funding High Grade III Ltd. These affirmations are the result of Fitch's review process and are effective immediately: -- $443,500,000 Class A-1A notes affirmed at 'AAA'; -- $1,306,500,000 Class A-1B1 notes affirmed at 'AAA'; -- $1,306,500,000 Class A-1B2 notes affirmed at 'AAA'; -- $102,000,000 Class A-2 notes affirmed at 'AAA'; -- $8,000,000 Class B-1 notes affirmed at 'AA+'; -- $8,000,000 Class B-2 notes affirmed at 'AA-'; -- $44,000,000 Class C-1 notes affirmed at 'A+'; -- $44,000,000 Class C-2 notes affirmed at 'A-'; -- $12,000,000 Class D notes affirmed at 'BBB'; -- $32,000,000 Subordinated notes affirmed at 'BB+'. Duke High Grade III is a collateralized debt obligation, which closed Aug. 3, 2005, and is managed by Duke Funding Management, LLC. Duke High Grade III is a revolving transaction and will exit its reinvestment period in August 2009. The portfolio is composed of residential mortgage-backed securities and commercial mortgage- backed securities. Since the last review on Feb. 24, 2006, the transaction has been actively managed through the collateral quality and coverage tests which have changed very little. The weighted average rating factor has remained stable at 1.22 ('AA-/A+') from 1.24 ('AA- /A+'). The class A/B overcollateralization (OC) ratio, class C OC ratio, and class D OC ratio are currently at 107.07%, 102.26% and 101.63%, respectively; from 107.08%, 102.26% and 101.64% at the last review. Additionally, there has been only positive rating migration within the portfolio and trading gains have caused credit enhancement levels to increase. There are no defaulted assets, and only 0.25% of the assets are rated lower than 'A-'. The ratings of the class A-1A notes, class A-1B1 notes, class A-2 notes, class B-1 notes, and class B-2 notes address the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The ratings of the class C-1 notes, class C-2 notes, and class D notes address the likelihood that investors will receive ultimate and compensating interest payments, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The rating of the class A-1B2 notes addresses the likelihood that investors will receive only full and timely payments of interest as per the governing documents. The rating of the Subordinated Notes addresses the likelihood that investors will receive only the ultimate payment of principal by the stated maturity date. EPICOR SOFTWARE: Completes Offering with $230MM Total Notes Issued ------------------------------------------------------------------ Epicor Software Corporation disclosed that the underwriters of its offering of $200 million in aggregate principal amount of 2.38% convertible senior notes due in 2027 have exercised in full their overallotment option to purchase $30 million of additional notes, bringing the total amount of the notes issued to $230 million. The issuance of the additional notes closed Tuesday, May 8, 2007. The notes will pay interest semiannually at a rate of 2.38% per annum until May 15, 2027. The notes will be convertible, under certain circumstances, into cash or, at the company's option, cash and shares of the company's common stock, at an initial conversion rate of 55.26 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $18.10 per share. The initial conversion price represents a 30% premium over the last reported sale price of the company's common stock on May 2, 2007, which was $13.92 per share. Epicor estimates that the net proceeds from this offering will be approximately $222.3 million after deducting discounts, commissions and estimated expenses associated with the offering. Epicor expects the offering to be accretive to its fiscal 2007 earnings per diluted share. On May 8, 2007, Epicor used approximately $94 million of the net proceeds to repay in full the company's term loan outstanding under its credit facility. The balance of the net proceeds will be used for: a) working capital; b) capital expenditures; c) other general corporate purposes, which may include funding acquisitions of businesses, technologies or product lines, although, Epicor currently has no commitments or agreements for any such specific acquisition; and d) the repurchase of outstanding shares of its common stock, through the remaining net proceeds. About Epicor Software Corporation Headquartered in Irvine, California, Epicor Software Corporation (Nasdaq: EPIC) -- http://www.epicor.com/-- is dedicated to providing integrated enterprise resource planning, customer relationship management and supply chain management software solutions to midmarket companies around the world. Founded in 1984, the company serves over 20,000 customers in more than 140 countries, providing solutions in over 30 languages. The company leverages innovative technologies like Web services in developing end-to-end, industry-specific solutions for manufacturing, distribution, enterprise service automation, retail and hospitality that enable companies to immediately drive efficiency throughout business operations and build competitive advantage. With the scalability and flexibility to support long- term growth, Epicor's solutions are complemented by a full range of services, providing a single point of accountability to promote rapid return on investment and low total cost of ownership. Epicor is a registered trademark of Epicor Software Corporation. Other trademarks referenced are the property of their respective owners. * * * As reported in the Troubled Company Reporter on April 23, 2007, Standard & Poor's Rating Services raised its corporate credit rating on Irvine, California-based Epicor Software Corp., to 'BB-' from 'B+'. The outlook is stable. FAIRFAX FINANCIAL: S&P Rates Proposed $464.2MM Senior Notes at BB ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' senior debt rating to Fairfax Financial Holdings Ltd.'s (BB/Negative/--) proposed $464.2 million, 7.75% senior notes due in 2022. At the same time, St