TCR_Public/070518.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 18, 2007, Vol. 11, No. 117

                             Headlines

ACE SECURITIES: Moody's Junks Rating on Class B-1 Tranche
ADVANSTAR COMMS: Veronis Acquisition Cues Moody's Junk Rating
AIRTRAN HOLDINGS: Extends Midwest Air Tender Offer to June 8
ALLIED DEFENSE: Incurs $17.9 Million Net Loss in First Qtr. 2007
AMC ENTERTAINMENT: Fitch Affirms B Issuer Default Rating

AMERICAN CAMSHAFT: Wants to Sell Assets to Caterpillar for $2.2MM
AMERICAN CAMSHAFT: Court Extends Plan Filing Period Until Aug. 7
AMERICAN TONERSERV: Posts $969,165 Net Loss in Qtr Ended March 31
AMERICHOICE REALTY: Case Summary & 35 Largest Unsecured Creditors
AMF BOWLING: Receives Financing Commitment from Credit Suisse

AMF BOWLING: Moody's Junks Proposed Sr. Sec. Credit Facilities
AMF BOWLING: S&P Rates $270 Million Facilities at B+
ARVINMERITOR INC: Completes Sale of Emissions Tech. to One Equity
AUDATEX HOLDINGS: Moody's Lifts Rating to B1 After Parent IPO
BAUSCH & LOMB: Fitch Holds Neg. Watch Despite Warburg Sale Pact

BAUSCH & LOMB: Moody's Reviews Ratings Over Warburg Merger Deal
BAYONNE MEDICAL: Taps FTI Cambio as Financial Advisors
BENCHMARK ELECTRONICS: Pemstar Buy Cues S&P to Remove Watch
CAM CBO: S&P Upgrades Rating on Class B Notes & Removes Watch
CBA COMMERCIAL: S&P Puts Low-B Ratings on Class M-6 & M-7 Certs.

CBG FLORIDA: DBRS Puts BB Rating on $300 Million Preferred Stock
CCS MEDICAL: Files IPO to Raise $172.5 Million
CCS MEDICAL: Wants to Enter Into New $415 Million Credit Facility
CCS MEDICAL: Likely Debt Reduction Cues S&P's Positive CreditWatch
CHASE MANHATTAN: S&P Holds B- Rating on Class L Certificates

CHURCH & DWIGHT: Earns $45 Million in First Quarter Ended March 31
CITIGROUP MORTGAGE: Fitch Affirms BB+ Ratings on Class M-5
COLUMN CANADA: Collateral Reduction Cues DBRS to Upgrade Ratings
DELPHI CORPORATION: UAW Delivers Counterproposal
DELPHI FINANCIAL: Moody's Rates $150 Million Debt Offer at Ba1

DIGITAL LIGHTWAVE: Posts $603,000 Net Loss in Qtr Ended March 31
DORAL FINANCIAL: Inks Agreement Selling 90% of Common Stock
DUNE ENERGY: Completes Buyout of Goldking Energy for $302.5MM Cash
DURA AUTO: Wants Exclusive Plan-Filing Period Extended to Sept. 30
DYNEGY INC: Moody's Rates Proposed $1 Billion Notes Issue at B2

EASTMAN KODAK: Fitch Lifts Rating on $1.15-Bil. Term Loan to B
EMMIS COMMUNICATIONS: Posts $10.5 Mil. Net Loss in 4th Qtr. 2007
ENCORE ACQUISITION: To Sell Oil & Natural Gas Assets for $300 Mil.
ENERGY XXI: Moody's Junks Proposed $700 Million Bond Offering
EVERGREEN HOMES: Wants to Use Cash Collateral on an Interim Basis

EXCO RESOURCES: Incurs $87.7 Million Net Loss in First Qtr. 2007
FAIRFAX FINANCIAL: Fitch Rates $464 Million Senior Notes at B+
FASTENTECH INC: Moody's Withdraws Ratings After Takeover
FREMONT HOME: Moody's Cuts Low-B Ratings on Three Note Classes
GENERAL MOTORS: To Invest $63 Mil. in Saginaw Metal Casting Ops

GENERAL MOTORS: To Make $700MM in North American Exports to China
GEOEYE INC: Appoints Uyen Dinh as Government Affairs Sr. Director
GOODYEAR TIRE: Prices 22.7MM Equities Offering at $33 Per Share
HARRAH'S ENTERTAINMENT: Earns $185.3 Million in First Quarter 2007
HELIOS FINANCE: Moody's Puts Low-B Ratings to Three Note Classes

HORIZON GROUP: Case Summary & 20 Largest Unsecured Creditors
INFOR GLOBAL: Workbrain Purchase Cues Moody's to Hold B3 Rating
INT'L RECTIFIER: Reporting Delay Cues Fitch to Watch Ratings
INTERSTATE BAKERIES: Asks Court to Extend Plan Filing to October 5
INTERSTATE OPERATING: S&P Rates Amended Credit Facility at B

J.P. MORGAN: Fitch Holds Rating on $38 Mil. Mortgage Certificates
LENOX GROUP: Posts $13 Million Net Loss in Quarter Ended March 31
LIBERTY MEDIA: Completes Buy of Atlanta Braves from Time Warner
LSP-KENDALL: S&P Holds B Rating on $422 Million Senior Loan
MARQUEE HOLDINGS: Fitch Affirms B Issuer Default Rating

MASTR ASSET: Moody's Junks Three Certificate Classes
MAXXAM INC: March 31 Balance Sheet Upside-Down by $224.3 Million
MERRILL LYNCH: Fitch Assigns Low B Ratings on Three Cert. Classes
MERRILL LYNCH: Moody's Confirms Low-B Ratings After Review
NEW CENTURY: Carrington's $188MM Loan Servicing Business Bid Wins

NEWFIELD EXPLORATION: To Buy Rocky Mountain Assets for $575 Mil.
NORTHWEST AIRLINES: Examiner Files Report Under Seal
NORTHWEST AIRLINES: Court Okays Compromise Pact with Equity Panel
PELTS & SKINS: Louisiana Court Confirms Plan of Reorganization
PHARMASOURCE: Case Summary & Four Largest Unsecured Creditors

PLASTICON INT'L: Files For Chapter 11 Protection in Kentucky
PLASTICON INT'L: Case Summary & 40 Largest Unsecured Creditors
PREGIS CORP: S&P Ups Rating on EUR100 Million Notes to B+
PRIDE INTERNATIONAL: Earns $101.7 Million in First Quarter 2007
PUGET ENERGY: Moody's Puts Ba1 Rating on Positive Outlook

RENAISSANCE HOME: Moody's Reviews Ba2 Rating & May Downgrade
RESI FINANCE: Fitch Holds Rating on Nine Certificate Classes
RESIX FINANCE: Fitch Affirms Low-B Ratings on Nine Cert. Classes
RIVIERA HOLDINGS: Board Gets $34/share Offer from RIV Acquisition
ROGERS COMMUNICATIONS: Merger Plan Prompts DBRS to Review Ratings

ROGERS WIRELESS: Proposed Merger Cues DBRS to Review Ratings
ROUGE INDUSTRIES: Wants Settlement Agreement w/ ARAMARK Approved
ROUGE INDUSTRIES: Court Okays Settlement Agreement with Aristeo
ROUGE INDUSTRIES: Wants to Hire Towers Perrin as HR Consultants
ROY LOMPA: Voluntary Chapter 11 Case Summary

SAINT VINCENTS: Wants to Amend Loan Agreement with Commerce Bank
SEAENA INC: Posts Net Loss of $864,372 in Quarter Ended March 31
SERACARE LIFE: Completes Reorganization; Emerges from Chapter 11
SG MORTGAGE: Moody's Cuts M-10 & M-11 Classes to Low-B
SGP ACQUISITION: Judge Sontchi Confirms Amended Chapter 11 Plan

SMARTVIDEO TECH: Posts $3,801,567 Net Loss in Qtr Ended March 31
SONOMED INC: Inks Pacts with Stonebridge to Reorganize Business
SPCM SA: Moody's Affirms B3 Rating on Sr. Unsecured Notes
SPECIALTY RESTAURANT: Case Summary & 20 Largest Unsec. Creditors
SUNTRUST ACQUISITION: DBRS Puts BB Rating on Cl. M-4 Certificates

TAYLOR CAPITAL: Earns $56 Million in First Quarter Ended March 31
THEGLOBE.COM INC: Posts $2,788,616 Net Loss in Qtr Ended March 31
TOYS 'R' US: Annual Report Filing Prompts Moody's to Lift Rating
TYCO INT'L: Agrees to Settle Consolidated Lawsuits for $3 Billion
TYCO INTERNATIONAL: Tender Offers Prompt AIG to Withdraw Lawsuit

TYCO INT'L: Ups Refinancing & Restructuring Charges to $1.6 Bil.
TYCO INT': S&P Says $3BB Settlement Does Not Change Negative Watch
U.S. STEEL: Plans $900 Million Senior Notes' Offering
U.S. STEEL: Hart-Scott-Rodino Waiting Period Expires
U.S. STEEL: Inks New Unsecured Five-Year $750MM Credit Agreement

U.S. STEEL: S&P Rates Proposed $900 Million Notes Offering at BB+
VAN HOUTTE: To Be Acquired by Littlejohn & Co. for $600 Million
VESTA INSURANCE: Florida Select Seeks July 13 Claims Bar Date
VESTA INSURANCE: Florida Select Taps Parker Hudson as Counsels
VISIPHOR CORP: March 31 Balance Sheet Upside-down by CDN1,147,537

VSS-AHC: Moody's Puts Low-B Ratings on Advanstar Takeover
WATER PIK: Moody's Junks $35 Million Second Lien Term Loan
WAVE SYSTEMS: Posts $5,046,000 Net Loss in Quarter Ended March 31
WHITE MOUNTAINS: S&P Rates Proposed $250MM Share Issuance at BB
WHITE MOUNTAINS: Moody's Puts Ba2 Rating on $250 Million Shares

* Barker Capital Adds Timothy Olson as General Counsel
* Fitch Opines on Financial Covenants in US REIT Bond Indentures
* Robert Half Study Says Most Law Firms Will Add Staff Next Year

* BOOK REVIEW: Balance Sheet Management: Squeezing Extra Profits
               and Cash from Your Business

                             *********

ACE SECURITIES: Moody's Junks Rating on Class B-1 Tranche
---------------------------------------------------------
Moody's Investors Service has downgraded two tranches issued by
ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE2.  The
downgraded tranches are backed primarily by first-lien subprime
mortgage loans originated by Fremont Investment & Loan.

The downgrades are attributable to weaker than anticipated
collateral performance.  A high rate of delinquency among the
mortgage loans relative to available credit support led Moody's to
downgrade the M-10 and B-1 tranches.

Complete rating actions are:

* ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE2

   -- Class M-10; downgraded to B1; previously Ba2,
   -- Class B-1; downgraded to Caa1; previously Ba3.


ADVANSTAR COMMS: Veronis Acquisition Cues Moody's Junk Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a B3 Corporate Family
rating to VSS-AHC Acquisition Corp., in connection with the
proposed acquisition of Advanstar Communications by Veronis Suhler
Stevenson, Citigroup Private Equity and New York Life Capital
Partners.  VSS-AHC is an acquisition vehicle owned by the equity
sponsor group and will be merged into Advanstar Holdings Corp. at
closing.  Advanstar Holdings Corp. will survive the merger and
become the borrower upon the closing of the acquisition.

The rating outlook is positive.

This concludes the review for possible downgrade which was
initiated on March 30, 2007, following the company's announcement
that it had entered into a definitive agreement to be acquired by
an investor group led by Veronis Suhler Stevenson in a transaction
valued at approximately $1.1 billion.

The B3 CFR reflects Advanstar's high leverage (closing total debt
at around 8.8 times LTM March 31, 2007 EBITDA, reducing to high 7
times EBITDA by the end of 2007, calculated in accordance with
Moody's standard adjustments); its vulnerability to B-2-B
advertising spending; and the competition faced by many of its
product offerings.

Ratings are supported by the barriers to entry enjoyed by:

   -- Advanstar's niche trade shows and publications;

   -- the defensible market position and reputation of its
      leading trade show (MAGIC);

   -- the company's sustained top line growth;

   -- the attractive margins of its portfolio of assets
      (especially those of its trade shows); and

   -- the significant amount of cash common equity being
      contributed by the equity sponsors.

The positive outlook reflects Moody's expectation that the
company's free cash flow growth (assisted by the recapitalization)
and debt reduction will lead to a reduction of leverage.

Ratings assigned:

* VSS-AHC Acquisition Corp.

   -- $75 million senior secured first lien revolving credit
      facility due 2013 -- B1, LGD2, 29%

   -- $515 million senior secured first lien term loan due 2014:
      B1, LGD2, 29%

   -- $245 million senior secured second lien term loan due
      2014: Caa2, LGD5, 80%

   -- Corporate Family Rating: B3

   -- Probability of default rating: B3

Ratings confirmed, subject to withdrawal at closing:

* Advanstar Communications, Inc.

   -- senior secured first lien revolving credit facility: Ba3
   -- second priority senior secured notes: B1
   -- senior subordinated notes: Caa1
   -- Corporate Family Rating: B3
   -- Probability of default rating: B3

The assigned ratings are subject to Moody's review of
documentation.

Headquartered in Woodland Hills, California, Advanstar Holdings
Corp. is a leading provider of integrated marketing solutions for
the fashion and licensing, power sports and automotive and life
sciences segments. For the last twelve months ended
March 31 2007, the company recorded sales of $328 million.

Advanstar has roughly 1,000 employees and currently operates
from multiple offices in North America and in the United
Kingdom.


AIRTRAN HOLDINGS: Extends Midwest Air Tender Offer to June 8
------------------------------------------------------------
AirTran Holdings, Inc., the parent of AirTran Airways, is
extending its latest tender offer of $15 per share of Midwest Air
Group, until June 8, 2007.  As of the close of business on
May 16, 2007, shareholders have agreed to tender more than 13.9
million shares of Midwest to Galena Acquisition Corp., a wholly
owned subsidiary of AirTran, which represents more than 56.6% of
all outstanding shares of Midwest Air Group.

"We are extremely pleased with the response we are seeing from
Midwest's shareholders, including the largest institutional
investors," Joe Leonard, AirTran Airways' chairman and chief
executive officer, said. "Currently valued, based on recent market
prices, at nearly $16 per share, our tender offer has been gaining
momentum over the last thirty days, even without the mailing of
our proxy materials, which will include the latest version of our
offer to exchange as filed with the SEC.

"We view the significant level of tenders to date as a ringing
endorsement of the business plan we have put together to drive
economic development in the Greater Milwaukee area by adding jobs
and increasing flight service out of General Mitchell
International Airport.  In fact, we would expect Midwest's
management to take this as a serious vote of no-confidence in
Midwest's risky go-it-alone plan and a clear message from
Midwest's shareholders to meet formally with AirTran to discuss
the terms of a merger agreement with the goal of combining the two
airlines without waiting for the results of our proxy contest.

"We are pleased to note that in its cover letter to its
shareholder proxy Midwest has called the board of director contest
a 'decision that will affect ... the future of Midwest Airlines'
-- a choice between the incumbent directors committed to
'preserving your company' or candidates backed by AirTran who may
'try to sell your company.'  We agree with Midwest that the
shareholders should decide what they want for their company.  Let
the shareholders decide and since it has offered that choice, let
Midwest respect and act on that choice."

On April 2, 2007, AirTran increased its buyout offer for Midwest
Air Group to $15 per share for all of the Midwest shares, a total
of $389 million.  The offer, at such valuation, represents a
premium of 83% over the 30-day average closing price of Midwest
common stock prior to when AirTran made its initial proposal.  
AirTran's first offer to acquire all of Midwest's common stock was
priced at $11.25 per share on Oct. 20, 2006.  The offer, at such
valuation, also represents an approximately 65% premium over the
closing price of Midwest stock on Dec. 12, 2006, the day before
AirTran disclosed its initial Oct. 20, 2006, offer.  As a result
of Midwest management's continued refusal to take necessary steps
to achieve a combination of companies, the original expiration
date of the tender offer has been extended to terminate on June 8,
2007.

Midwest shareholders who have questions about how to tender their
shares may call AirTran's Information Agent, Innisfree M&A
Incorporated, toll-free at (877) 456-3422.  (Banks and Brokers may
call collect at (212) 750-5833).

                         About Midwest Air

Midwest Air Group (AMEX: MEH), the parent company of Midwest
Airlines, features nonstop jet service to major destinations
throughout the United States.  Midwest Connect offers connections
to Midwest Airlines flights, as well as point-to-point service
between select markets on regional jet and turboprop aircraft.

                           About AirTran

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--      
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7.0% Guaranteed Convertible Notes Due July 1, 2023, in connection
with its implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.
Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.


ALLIED DEFENSE: Incurs $17.9 Million Net Loss in First Qtr. 2007
----------------------------------------------------------------
The Allied Defense Group Inc. reported a net loss of $17.9 million
on revenues of $19.6 million for the three months ended March 31,
2007, as compared with a net loss of $3.7 million on revenues of
$34.7 million, for the same period in 2006.  

The net loss for the quarter ended March 31, 2007 included a non-
operating, non-cash loss on the fair value of Senior Convertible
notes of $3.4 million, as well as a $3.9 million write-down of
SeaSpace's intangible assets, including goodwill.  Net loss from
continuing operations was $14.2 million for the first quarter of
2007, compared to a net loss from continuing operations of
$3.1 million for the same period in 2006.

Revenue for the three months ended March 31, 2007, was
$19.6 million, as compared with $34.7 million in the prior year.  
Increased revenues for the company's Electronic Security segment
over the prior year period were more than offset by a decrease in
revenues for its Ammunition & Weapons Effects segment.

The company's balance sheet at March 31, 2007, listed total assets
of $151.1 million, total liabilities of $112.6 million, and total
stockholders' equity of $38.5 million.  The company's March 31
balance sheet, however, listed a negative working capital with
total current assets of $90.9 million and total current
liabilities of $108.2 million.  

Retained deficit at the end of the first quarter of 2007 increased
to $24.5 million, from $6.6 million at the end of the fourth
quarter of 2006.  Cash, cash equivalents and restricted cash held
at March 31, 2007, were $6.5 million and $8.5 million,
respectively.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f5c

Retired Major General John J. Marcello, chief executive officer
and president of The Allied Defense Group, said, "While we
reported a loss on a consolidated basis, the majority of that loss
resulted from the delay in receipt of new orders from MECAR's
largest customer, which we still believe is forthcoming in the
near term.  Improvements within the ES segment and the U.S.-based
AWE segment operating units are particularly encouraging.

"We look forward to updating you in the coming months on the
completion of a number of matters we are currently pursuing,
including major contract announcements, the disposition of
SeaSpace, and the resolution of the company's liquidity issues.  
We are making meaningful progress on all fronts and believe the
Company will be much better for all the improvements we have and
continue to put in place," concluded Major General Marcello.

                        Going Concern Doubt

BDO Seidman LLP, in Bethesda, Maryland, expressed substantial
doubt about The Allied Defense Group 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 losses from operations in 2006 and 2005.

The auditing firm also cited that the company has received default
notices from certain convertible debt holders in 2007.  The
auditing firm further disclosed that if the company fails to
register the underlying shares related to the company's
$30 million convertible debt facility by March 29, 2007, the debt
will be in default and the face value of the notes along with
redemption premiums and all accrued interest will become due.

                       About Allied Defense

The Allied Defense Group Inc. -- (AMEX: ADG) --
http://www.allieddefensegroup.com/-- is a diversified  
International defense and security firm which: develops and
produces conventional medium caliber ammunition marketed to
defense departments worldwide; designs, produces and markets
sophisticated electronic and microwave security systems
principally for European and North American markets; manufactures
battlefield effects simulators and other training devices for the
military; and designs and produces state-of-the-art weather and
navigation software, data, and systems for commercial and military
customers.


AMC ENTERTAINMENT: Fitch Affirms B Issuer Default Rating
--------------------------------------------------------
Fitch has affirmed the Issuer Default Ratings of Marquee Holdings
Inc. and its principal operating subsidiary AMC Entertainment,
Inc. at 'B'.  Approximately $1.7 billion in total debt is
affected.  The Rating Outlook is Stable.

   AMC

     -- Issuer Default Rating 'B';
     -- Senior secured credit facilities 'BB/RR1';
     -- Senior unsecured notes 'B/RR4';
     -- Senior subordinated notes 'CCC+/RR6'.

   Marquee

     -- Issuer Default Rating 'B';
     -- Senior discount notes 'CCC/RR6'.

Ratings are supported by AMC's critical mass and competitive
positioning as the second largest domestic movie exhibitor with a
major presence in urban markets and a leading market share in many
of the largest designated market areas -- DMAs.  AMC boasts the
highest average screen count per theater of 14.7 compared to the
industry average of less than 7.  Given the high percentage of
existing megaplexes, Fitch believes AMC will continue to modernize
in a disciplined fashion and has some flexibility in terms of
scaling back in a downturn.  While AMC's theater circuit results
in a higher annual rent expense compared to its peers, Fitch
believes the strategy will somewhat mitigate the cyclical and
secular challenges in an increasingly hit-driven industry which is
pressured by increasing competition from the improving at-home
entertainment and the collapsing release window.  The ratings also
reflect AMC's involvement in the digital cinema initiative and
cinema advertising, which Fitch believes provide some upside.  The
potential for monetizing part of the remaining 18.6% in National
CineMedia, Inc., is also viewed as positive.

Rating concerns include AMC's significant debt load despite the
meaningful reduction of $600 million in senior and subordinated
notes following the public offering of NCM, the joint venture for
cinema advertising.  In addition, AMC has significant operating
lease commitments related to its theater circuit resulting in pro
forma lease-adjusted leverage of over 6 times and over $400
million in annual rent expense.  Given the high fixed cost
structure, AMC's EBITDA may fluctuate on average by 2x-3x any
variation in the top line, which is exposed to both cyclical and
secular volatility.  The ratings also reflect the current and
prospective challenges facing the movie exhibitor industry,
including increasing indirect competition from other distribution
channels such as DVD, video on demand or the Internet, as well as
the shrinking release window and the concentrated base of film
distributors.  Industry attendance trends in recent years
demonstrate that exhibitor performance is tied to the quality of
the motion pictures produced and distributed; a critical factor
that is largely outside of management's control.

The Stable Outlook is reflective of Fitch's outlook on the movie
exhibitor industry which is supported by the expectation that the
strong film slate in the summer season of 2007, which includes
several sequels to successful franchises, will drive revenue
growth for AMC.  The Outlook also incorporates the increased
financial flexibility resulting from debt reduction which somewhat
offsets the long-term operational pressures and risks associated
with a potential AMC IPO and related dividend payment.

In conjunction with the NCM IPO, AMC's $850 million senior secured
credit agreement was initially amended to allow the use of the NCM
proceeds towards the redemption of $600 million in indebtedness
subordinated to the credit facility.  The purpose of the 2nd
amendment was to revise the definition for change of control so
that the proposed AMC IPO and related transactions would not
constitute a change of control event.  The amendment also lowered
certain interest rates and fees and included a new provision for
the sponsors' right to cure if AMC were to breach its covenant.

AMC allocated all proceeds from the NCM IPO and $109 million in
cash toward debt repayment and fully redeemed approximately $600
million of its higher coupon senior and subordinated notes in
March 2007.  Pro forma leverage is estimated to be slightly above
4x and pro forma lease-adjusted leverage (which includes the
estimated present value of AMC's significant operating lease
liabilities at $3.6 billion) is estimated to remain above 6x
(compared to over 6.5x at the closing of AMC/Loews merger).  While
there is room for some additional leverage at the current rating
level, Fitch believes that present and future financial policies
are consistent with the 'B' rating.  Fitch does not expect
significant future debt reduction in the short term as free cash
flow is not expected to become material enough to significantly
reduce the debt balances.

On May 3, 2007, Marquee Holdings suspended its IPO citing market
conditions.  The private equity sponsors and other pre-existing
shareholders were set to receive all of the proceeds from the
suspended IPO while maintaining approximately 75% ownership of
AMC.  Fitch believes a public offering may still be considered as
an exit alternative for the sponsors, given the strength of the
film slate in 2007, general stock market conditions, and since the
holding period of the sponsors' $1.2 billion investment is
approaching three years.  Fitch also notes that the three largest
exhibitors in the industry are all controlled by private equity
ownership.  Three of the four largest exhibitors are currently
publicly traded and initiated a dividend payout immediately
following their offerings.  Fitch believes AMC would have the
flexibility for a stable dividend payment in favorable business
conditions given its increased capacity due to the debt reduction
and the expanded larger size of AMC's operations following the
merger with Loews. However, given the company's limited free cash
flow, maintaining a dividend through an economic or cyclical
downturn would likely result in increased borrowings.

AMC has meaningful liquidity, which is supported by cash of $362
million pro forma NCM IPO and $177 million in availability under
its revolving credit facility as of Dec. 28, 2006.  The company's
maturity schedule is manageable with less than $40 million of
corporate borrowings due in each of 2008, 2009 and 2010.  The
company's liquidity is further supported by the working capital
dynamics of the theater exhibition business.  In the event of a
liquidity crunch, AMC also has the ability to meaningfully reduce
the level of capital expenditures by temporarily curtailing
investment in new theater properties.

The Recovery Ratings and notching reflect Fitch's expectation that
under a distressed scenario the enterprise value of the company
and hence recovery rates for its creditors will be maximized in a
restructuring scenario (going concern), rather than a liquidation
given the company's limited tangible asset base.  The 'RR1'
assigned to AMC's $850 million guaranteed senior secured
facilities reflects that 100% recovery including the fully drawn
revolver commitment is possible under distress scenario.  The
'RR4' rating assigned to AMC's remaining $250 million guaranteed
senior unsecured notes reflects Fitch's belief that 31%-50%
recovery is reasonable.  The 'RR6' rating for the operating
company senior subordinated notes and Marquee's nonrecourse senior
discount notes reflects Fitch's estimate that negligible recovery
would be achievable due to their lower ranking despite the
reduction in outstanding senior OpCo notes. The notching on the
HoldCo notes reflects their deep subordination to other securities
in the capital structure.

Headquartered in Kansas City, Mo., AMC Entertainment Inc. --
http://www.amctheatres.com/-- is one of the world's leading   
theatrical exhibition companies with interests in approximately
382 theatres with 5,340 screens as of Dec. 28, 2006.  About 87
percent of the company's theatres are located in the U.S. and
Canada, and 13 percent in Mexico, Argentina, Brazil, Chile,
Uruguay, Hong Kong, France, and the United Kingdom.


AMERICAN CAMSHAFT: Wants to Sell Assets to Caterpillar for $2.2MM
-----------------------------------------------------------------
American Camshaft Specialties Inc. told the U.S. Bankruptcy Court
for the Eastern District of Michigan that it has been unable to
find a purchaser willing to buy the business as a going concern,
Bill Rochelle of Bloomberg News reports.

Accordingly, the report says, the Debtor asks the Court for
authority to sell some of the equipment for $2.2 million to one of
its principal customers, Caterpillar Inc.

The Court is set to hear on the procedures of the bankruptcy sale
today, May 18, 2007.

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: Court Extends Plan Filing Period Until Aug. 7
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
granted American Camshaft Specialties Inc. and its debtor-
affiliates' request for extension of their exclusive period to
file a combined plan and disclosure statement until Aug. 7, 2007,
according to Bill Rochelle of Bloomberg News.

In their request, published in the Troubled Company Reporter on
May 14, 2007, the Debtors told 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 TONERSERV: Posts $969,165 Net Loss in Qtr Ended March 31
-----------------------------------------------------------------
American TonerServ Corp. reported a net loss of $969,165 on total
revenues of $390,568 for the first quarter ended March 31, 2007,
compared with a net loss of $62,600 on total revenues of $89,896
for the same period ended March 31, 2006.

The increase in the net loss of $906,566 was primarily due to
stock related compensation totaling $385,936, payments made to
Fort Holdings Limited for $100,000 for the company's Corporate
Development Plan, increased legal and accounting fees, additional
salaries and wage expense due to the company hiring additional
personnel.

At March 31, 2007, the company's balance sheet showed $2,318,568
in total assets, $1,974,887 in total liabilities, and $343,681 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?1f4c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 1, 2007,
Perry-Smith LLP expressed substantial doubt about American
TonerServ Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2006.  Perry-Smith pointed to the company's recurring
losses from operations, and shareholders' deficit as of Dec. 31,
2006.

                     About American TonerServ  

American TonerServ Corp., formerly Q Matrix Inc., (OTC BB:
ASVP.OB) -- http://www.americantonerserv.com/ -- sells  
remanufactured printer toner cartridges through its dealers, as
well as markets cartridges directly to businesses.  It also
provides service and maintenance for office equipment, including
copiers, printers, fax machines, computers, and telephone systems.


AMERICHOICE REALTY: Case Summary & 35 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Americhoice Realty, L.L.C.
        5050 North 8th Place, Suite 6
        Phoenix, AZ 85014

Bankruptcy Case No.: 07-00816

Debtor-affiliates filing separate Chapter 11 petitions on
February 27, 2007:

      Entity                               Case No.
      ------                               --------
      Greenbelt Property                   07-00790
      Management, LLC

      Residential Asset                    07-00814
      Management, LLC

      RAM Residential I, LLC               07-00817

      RAM Residential II, LLC              07-00818

      RAM Residential III, LLC             07-00819

      RAM Residential IV, LLC              07-00820

      Arizona Residential Property         07-00821
      Purchasers, LLC

      Arizona Residential Property         07-00823
      Purchasers II, LLC

      Arizona Residential Property         07-00824
      Purchasers III, LLC

Debtor-affiliate filing separate Chapter 11 petition on
February 28, 2007:

      Entity                               Case No.
      ------                               --------
      Ram Residential Equities I, LLC      07-00855

Debtor-affiliate filing separate Chapter 11 petition on
May 14, 2007:

      Entity                               Case No.
      ------                               --------
      Southwest Holdings Plus, LLC         07-02194

Debtor-affiliates filing separate Chapter 11 petition on
May 16, 2007

      Entity                               Case No.
      ------                               --------
      RAM Residential Holdings, LLC        07-02250

      RAM Residential Management, LLC      07-02251

      Lincoln Holdings, LLC                07-02252

      AzRPP Equipment I, LLC               07-02253

      AzRPP Equipment II, LLC              07-02254

      RAM Equipment I, LLC                 07-02255

      National Institute for Res.          07-02256
      Estate Investors, LLC

      Evolution Publications, LLC          07-02257

      Red Rock Property Purchasers,        07-02258
      LLC

Type of Business: The Debtors are real estate developers.
                  See http://www.americhoicerealty.net/  

Chapter 11 Petition Date: February 27, 2007

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtors' Counsel: D. Lamar Hawkins, Esq.
                  Hebert Schenk, P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
   Greenbelt Property         $100,000 to        $100,000 to
   Management, LLC            $1 Million         $1 Million

   Residential Asset          $1 Million to      $1 Million to
   Management, LLC            $100 Million       $100 Million

   Americhoice Realty, LLC    $1 Million to      $1 Million to
                              $100 Million       $100 Million

   RAM Residential I, LLC     $1 Million to      $1 Million to
                              $100 Million       $100 Million

   RAM Residential II, LLC    $1 Million to      $1 Million to
                              $100 Million       $100 Million

   RAM Residential III, LLC   $1 Million to      $1 Million to
                              $100 Million       $100 Million

   RAM Residential IV, LLC    $1 Million to      $1 Million to
                              $100 Million       $100 Million

   Arizona Residential        $1 Million to      $1 Million to
   Property Purchasers, LLC   $100 Million       $100 Million

   Arizona Residential        $1 Million to      $1 Million to
   Property Purchasers        $100 Million       $100 Million
   II, LLC

   Arizona Residential        $1 Million to      $1 Million to
   Property Purchasers        $100 Million       $100 Million
   III, LLC

   Ram Residential            $1 Million to      $1 Million to
   Equities I, LLC            $100 Million       $100 Million

   Southwest Holdings         $1 Million to      $1 Million to
   Plus, L.L.C.               $100 Million       $100 Million

   RAM Residential            $1 Million to      $1 Million to
   Holdings, LLC              $100 Million       $100 Million

   RAM Residential            $100,000 to        $100,000 to
   Management, LLC            $1 Million         $1 Million

   Lincoln Holdings,          $1 Million to      $1 Million to
   LLC                        $100 Million       $100 Million

   AzRPP Equipment            $100,000 to        $100,000 to
   I, LLC                     $1 Million         $1 Million

   AzRPP Equipment            $100,000 to        $100,000 to
   II, LLC                    $1 Million         $1 Million

   RAM Equipment              $100,000 to        $100,000 to
   I, LLC                     $1 Million         $1 Million

   National Institute         $100,000 to        $100,000 to
   for Res. Estate            $1 Million         $1 Million
   Investors, LLC

   Evolution                  $100,000 to        $100,000 to
   Publications, LLC          $1 Million         $1 Million

   Red Rock Property          $10,000 to         $10,000 to
   Purchasers, LLC            $100,000           $100,000

A. Greenbelt Property Management, LLC's 20 Largest Unsecured
   Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Auto-Owners Insurance             Goods & Services       $143,086
P.O. Box 30315
Lansing, MI 48909-7815

Arizona Republic Customer         Goods & Services        $17,156
Accounting Services
P.O. Box 200
Phoenix, AZ 85001-0200

Padilla Speer Beardsley Inc.      Goods & Services        $12,744
1101 West River Parkway
Suite 400
Minneapolis, MN 55415-1256

Kingman Daily Miner               Goods & Services        $10,613

OPACS Office Products             Goods & Services         $7,699

Lewis & Roca LLP                  Goods & Services         $6,790

News West Publishing              Goods & Services         $6,413

3RP Company                       Goods & Services         $5,775

White Mountain Publishing Co.     Goods & Services         $5,361

AzWebWorks.com                    Goods & Services         $4,525

1st Signs                         Goods & Services         $3,659

Casa Grande Valley Newspapers     Goods & Services         $3,212

Pro-Tem Service, Inc.             Goods & Services         $2,566

UPS                               Goods & Services         $1,977

Source Media Reprint Services     Goods & Services         $1,676

Phoenix Flower Shop               Goods & Services         $1,567

Integra Telecom                   Goods & Services         $1,139

Arizona Office Technologies       Goods & Services         $1,025

Thomson-West                      Goods & Services           $792

Jani-King of Phoenix              Goods & Services           $806

B. Southwest Holdings Plus, LLC's Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Arizona Residential Property     unsecured loan      $4,846,560
Purcasers, L.L.C.
5050 North 8th Place,
Suite 6
Phoenix, AZ 85014

Arizona Residential Property     unsecured loan      $1,096,538
Purcasers II, L.L.C.
5050 North 8th Place,
Suite 6
Phoenix, AZ 85014

Arizona Residential Property     unsecured loan        $483,175
Purcasers III, L.L.C.
5050 North 8th Place,
Suite 6
Phoenix, AZ 85014

Arizona Residential Property     unsecured loan        $182,500
Purcasers Equipment II,
L.L.C.

Ram Residential I, L.L.C.        unsecured loan         $25,000

C. RAM Residential Holdings, LLC's Four Largest Unsecured
   Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
RAM Residential II, L.L.C.        unsecured loan       $1,938,000
5050 North 8th Place, Suite 6
Phoenix, AZ 85014

RAM Residential III, L.L.C.        unsecured loan        $763,000
5050 North 8th Place, Suite 6
Phoenix, AZ 85014

RAM Residential I, L.L.C.         unsecured loan         $479,000
5050 North 8th Place, Suite 6
Phoenix, AZ 85014

RAM Equipment I, L.L.C.           unsecured loan         $192,500

D. RAM Residential Management, LLC's Four Largest Unsecured
   Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Residential Asset Management,     unsecured loan          $76,000
L.L.C.
5050 North 8th Place, Suite 6
Phoenix, AZ 85014

RAM Residential III, L.L.C.       unsecured loan          $53,000
5050 North 8th Place, Suite 6
Phoenix, AZ 85014

Arizona Residential Property      unsecured loan          $34,000
Purchasers II, L.L.C.
5050 North 8th Place, Suite 6
Phoenix, AZ 85014

Arizona Residential Property      unsecured loan          $27,000
Purchasers III, L.L.C.

E. Lincoln Holdings, LLC's Two Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Southwest Holdings Plus,          unsecured loan         $500,000
L.L.C.
5050 North 8th Place, Suite 6
Phoenix, AZ 85014

RAM Residential Holdings,         unsecured loan         $450,000
L.L.C.
5050 North 8th Place, Suite 6
Phoenix, AZ 85014

F. National Institute for Res. Estate Investors, LLC's Largest
   Unsecured Creditor:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Padilla Speer Beardsley, Inc.     media company          $250,000
950 3rd Avenue, 16th Floor
New York, NY 10022

G. Evolution Publications, LLC's Largest Unsecured Creditor:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Padilla Speer Beardsley, Inc.     media company          $250,000
950 3rd Avenue, 16th Floor
New York, NY 10022


AMF BOWLING: Receives Financing Commitment from Credit Suisse
-------------------------------------------------------------
AMF Bowling Worldwide, Inc. disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that it has received a
financing commitment from Credit Suisse Securities (USA) LLC to
refinance its existing indebtedness.

The refinancing is expected to consist of a $270 million first-
lien credit facility, consisting of a $60 million revolving loan
facility and a $210.0 million six-year term loan and a
$105.0 million six and a half year second-lien credit facility.

The net proceeds are planned to be used to repay existing
indebtedness, related prepayment fees, provide for a dividend and
growth capital to support the company's business plan.

The company expects the refinancing to close during June 2007.

AMF Bowling Centers, Inc. -- http://www.amf.com/-- owns and  
operates bowling centers.  The company has 345 centers in the U.S.
and 13 bowling centers operating outside the U.S.  The company
also has an investment in a business that manufactures and sells
bowling equipment.  AMF Bowling Products UK Limited, the company's
subsidiary located in the United Kingdom.


AMF BOWLING: Moody's Junks Proposed Sr. Sec. Credit Facilities
--------------------------------------------------------------
Moody's Investors Service assigned Ba3 and Caa1 ratings
respectively to the proposed first and second lien senior secured
credit facilities of AMF Bowling Worldwide, Inc.

Concurrently, Moody's affirmed the B2 Corporate Family and
Probability of Default Ratings of the company. The outlook for the
ratings is stable.

The proceeds will be used to refinance existing indebtedness
including approximately $124 million 10% senior subordinated notes
due 2010, pay a dividend to shareholders and, also, pay fees and
expenses associated with the transaction. The 10% senior
subordinated notes became callable on March 1, 2007, at 105% of
par. The proposed facilities provide for an uncommitted
incremental first lien loan of $50 million (not rated).

The ratings reflect the high leverage with debt to EBITDA of 5.6
times as adjusted for operating leases, declining league bowling
activity, high fixed costs and increased reliance for growth on
sales of food and beverages. The ratings also reflect Moody's
expectations of continuing negative free cash flow generation, net
of both maintenance and growth capital expenditures. The ratings
are also constrained by the cyclicality inherent in consumer
spending on leisure and entertainment, the company's dependence on
the popularity of bowling, and the seasonality of league bowling
revenues.

Moody's expectation of adjusted pro forma EBITDA to interest
coverage of 2.8 times and adjusted EBIT to interest of 1.3 for
fiscal 2007 is within Moody's expectations for the B2 Corporate
Family Rating. The ratings also recognize the benefits of exiting
the products business in late 2005, the resulting focus on bowling
operations and the company's renewed emphasis on providing a
differentiated consumer experience. The ratings also benefit from
positive volume and revenue per game trends in both open play
bowling and food and beverage sales and recognize substantial
progress in segmenting AMF's service offerings.

Over the last two years, the company has implemented a
differentiated strategy for higher potential (and higher margin)
centers and an operational excellence strategy for lower potential
centers and has demonstrated a positive trend in improving return
on assets. Pro forma for the transaction, Moody's expects the
company to be profitable in fiscal 2007.

The stable outlook incorporates the expectation of continuing
improvements in asset utilization and increased revenue growth.
Several consecutive quarters of strong financial results, notably
much improved sustainable free cash flow relative to total debt
exceeding 5%, combined with reduced debt-to-EBITDA leverage, would
be needed before the ratings outlook could be considered for a
change to positive. Sustainable EBITDA to interest coverage above
three times, and EBIT to interest coverage above 1.5 times, would
also support positive ratings momentum.

Moody's took these rating actions:

   -- Assigned a Ba3 (LGD 2, 29%) to the proposed $60 million
      first lien revolver due 2012;

   -- Assigned a Ba3 (LGD 2, 29%) to the proposed $210 million
      first lien term loan due 2013;

   -- Assigned a Caa1 (LGD 5, 79%) rating to the proposed
      $105 million second lien term loan due 2013;

   -- Affirmed the Ba2 (LGD 2, 16%) rating on the existing
      $40 million senior secured revolver, subject to withdrawal
      upon completion of the proposed refinancing;

   -- Affirmed the Ba2 (LGD 2, 16%) rating on the existing
      $47 million senior secured term loan due 2009, subject to
      withdrawal upon completion of the proposed refinancing;

   -- Affirmed the B3 (LGD 5, 72%) rating on the existing
      $124 million 10% subordinated notes due 2010, subject to
      withdrawal upon completion of the proposed refinancing;

   -- Affirmed the B2 Probability of Default Rating; and

   -- Affirmed the B2 Corporate Family Rating.

The outlook for the ratings is stable.

Headquartered in Richmond, Virginia, AMF Bowling Worldwide, Inc.
is the largest operator of bowling centers in the world with 358
centers in operation as of December 31, 2006, including 13 centers
outside the US. Since October 8, 2005, the company has two
reportable business segments, namely: i) the operation of bowling
centers; and ii) "Holdings", which has an interest in a joint
venture that manufactures and sells bowling equipment, and a
service company that provides services exclusively to that
business. AMF is owned by a subsidiary of Kingpin Holdings LLC,
which is owned by a fund managed by Code Hennessy & Simmons LLC
and other equity investors. AMF had revenues of about $458 million
for the twelve months ended April 1, 2007.

AMF Bowling Products UK Limited is the company's subsidiary in the
United Kingdom.


AMF BOWLING: S&P Rates $270 Million Facilities at B+
----------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B' corporate
credit rating on AMF Bowling Worldwide Inc.

At the same time, S&P assigned a bank loan rating of 'B+', one
notch above the corporate credit rating on the company, to AMF's
proposed $270 million first-lien credit facilities.  The recovery
rating is '1', indicating the expectation for full (100%) recovery
of principal in the event of a payment default.  

The first-lien credit facilities consist of a $60 million
revolving credit facility due 2012 and a $210 million term loan B
due 2013.  S&P also assigned a 'CCC' bank loan rating, two notches
below the corporate credit rating on AMF, to the company's
proposed $105 million second-lien term loan due 2013.  The
recovery rating is '5', indicating the expectation for negligible
(0%-25%) recovery of principal in the event of a payment default.  
Proceeds from the transaction will be used to repay existing debt
and fund a special dividend to the company's equity sponsor, Code
Hennessy & Simmons LLC.  The outlook is negative.
     
The ratings on Mechanicsville, Virginia-based AMF reflect weak
bowling industry fundamentals, an aggressive financial policy, and
high capital spending over the intermediate term.  These are only
minimally offset by AMF's scale.  AMF is the largest operator of
bowling centers in the U.S. with 345 domestic centers.  Pro forma
for the transaction, the company will have total debt outstanding
of $315 million.
      
"It remains to be seen whether gains in recreational bowling
revenue will continue to offset league bowling's secular decline,"
said Standard & Poor's credit analyst Andy Liu.

AMF Bowling Worldwide Inc, Inc. -- http://www.amf.com/-- owns and  
operates bowling centers.  The company has 345 centers in the U.S.
and 13 bowling centers operating outside the U.S.  The company
also has an investment in a business that manufactures and sells
bowling equipment.  AMF Bowling Products UK Limited, the company's
subsidiary located in the United Kingdom.


ARVINMERITOR INC: Completes Sale of Emissions Tech. to One Equity
-----------------------------------------------------------------
ArvinMeritor, Inc. has completed the sale of its Emissions
Technologies business group to One Equity Partners, an equity
investment firm based in New York for approximately $310 million,
consisting of cash and other consideration including specified
assumed liabilities.

"We are pleased to have completed this transaction and look
forward to using the proceeds from the sale to support our
continued efforts to strengthen our balance sheet and increase our
ability to invest in technology, research and development that
aligns with our strategic focus on selected vehicle systems," said
Chip McClure, Chairman, CEO and President.  "Completing the sale
of this business is an important milestone for us and underscores
our commitment to building value for ArvinMeritor's shareholders."

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- supplies integrated systems,   
modules and components serving light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and certain
aftermarket.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2007,
Moody's Investors Service has upgraded ArvinMeritor's senior
secured bank debt rating to Baa3, LGD2, 13% from Ba1, LGD2, 20%
and affirmed the company's Corporate Family Rating of Ba3,
Speculative Grade Liquidity rating of SGL-2, and stable outlook.


AUDATEX HOLDINGS: Moody's Lifts Rating to B1 After Parent IPO
-------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Audatex Holdings, LLC to B1 from
B2 upon the completion of the recent initial public offering of
its parent holding company, Solera Holdings, LLC.

This rating action concludes the review for possible upgrade
initiated on April 12, 2007.  The rating outlook is stable.

Audatex used $288 million of net proceeds contributed to the
company in connection with Solera's IPO and over $600 million of
proceeds from a new first lien term loan to repay existing first
lien, second lien and subordinated indebtedness of certain of its
subsidiaries.  Moody's converted the provisional (P)B1 rating on
the new secured credit facility of certain of subsidiaries of
Audatex into a definitive B1 rating and withdrew the ratings on
the company's recently refinanced first and second lien credit
facilities.

Pro forma for the IPO and refinancing, Audatex is well positioned
in the B1 rating category based on leverage, coverage and cash
flow metrics. The ratings continue to be supported by the
company's leading worldwide market position in its niche market,
solid geographic and customer diversification and strong operating
margins. The ratings remain constrained by market share losses in
the U.S. market, intense price competition and the potential for
new competitors or new software products to erode market share.

Moody's upgraded these ratings of Audatex Holdings, LLC:

   -- Corporate Family Rating, to B1 from B2
   -- Probability of Default Rating, to B1 from B2

Moody's took these rating actions with respect to Audatex Holdings
IV B.V. (an indirect wholly owned subsidiary of Audatex and a
holding company for certain European operating subsidiaries):

   -- $25 million equivalent Euro First Lien Revolving Credit
      Facility due 2012, to B1(LGD 3- 49%) from (P)B1 (LGD 3-
      49%)

   -- $357.5 million equivalent Euro First Lien Term Loan due
      2013, to B1(LGD 3- 49%) from (P)B1 (LGD 3- 49%)

   -- Withdrew $25 million equivalent Euro First Lien Revolving
      Credit Facility due 2012, Ba3 (LGD 2-29%)

   -- Withdrew $287 million equivalent Euro First Lien Term Loan
      due 2013, Ba3 (LGD 2-29%)

   -- Withdrew $216 million equivalent Euro Second Lien Term
      Loan due 2013, Caa1 (LGD 5- 78%)

Business Services Group Holdings B.V., a holding company for the
Netherlands operations, will be a co-borrower under these
facilities.

Moody's took these rating actions with respect to Audatex North
America, Inc. (an indirect wholly owned subsidiary of Audatex and
a holding company for the North American operating subsidiaries):

   -- $25 million First Lien Revolving Credit Facility due 2012,
      to B1(LGD 3- 49%) from (P)B1 (LGD 3- 49%)

   -- $250 million First Lien Term Loan due 2013, to B1(LGD 3-
      49%) from (P)B1 (LGD 3- 49%)

   -- Withdrew $25 million First Lien Revolving Credit Facility
      due 2012, Ba3 (LGD 2-29%)

   -- Withdrew $239 million equivalent Euro First Lien Term Loan
      due 2013, Ba3 (LGD 2-29%)

Headquartered in San Ramon, California, Audatex is a leading
provider of information and software solutions to the automobile
claims industry. Reported revenue for the twelve month period
ended December 31, 2006 was $447 million.


BAUSCH & LOMB: Fitch Holds Neg. Watch Despite Warburg Sale Pact
---------------------------------------------------------------
Following the announcement that Bausch & Lomb (NYSE: BOL) has
entered into a definitive agreement with affiliates of Warburg
Pincus to be acquired for approximately $4.5 billion, including
approximately $830 million of debt, Fitch maintains its Negative
Rating Watch on BOL.  The transaction would significantly increase
leverage and likely result in a multiple-notch downgrade.  As
currently contemplated, the transaction would result in an Issuer
Default Rating of no higher than 'BB-'.  Fitch now has an IDR of
'BBB-' on BOL and first placed BOL on Negative Watch on April 12,
2006.  The Negative Watch also reflects the fact that BOL has yet
to file its first-quarter 2007 10Q.

According to the agreement, BOL may shop for superior offers
during the next 50 calendar days.  Should BOL enter into a
superior agreement, Fitch will evaluate its impact on BOL's credit
rating at that time.  In addition, the current agreement includes
a $40 million break-up fee.

Fitch's ratings for BOL are as:

     -- Issuer Default Rating 'BBB-';
     -- Bank credit facilities 'BBB-';
     -- Senior unsecured notes 'BBB-'.
     
                      About Bausch & Lomb

Bausch & Lomb (NYSE:BOL) -- http://www.bausch.com/-- is the eye  
health company, dedicated to perfecting vision and enhancing life
for consumers around the world.  Its core businesses include soft
and rigid gas permeable contact lenses and lens care products, and
ophthalmic surgical and pharmaceutical products.  The Bausch &
Lomb name is one of the best known and most respected healthcare
brands in the world.  Founded in 1853, the company is
headquartered in Rochester, New York, and employs approximately
13,000 people worldwide.  Its products are available in more than
100 countries.

The company manages its business through five business segments,
which include three regional commercial segments: the Americas;
Europe, Middle East and Africa (Europe), and Asia, and two
centralized functions: Global Operations and Engineering, and
Research and Development.  The company's international operations
include Brazil, Mexico, Australia, China, France, and Germany,
among others.


BAUSCH & LOMB: Moody's Reviews Ratings Over Warburg Merger Deal
---------------------------------------------------------------
Moody's Investors Service stated that it will continue its review
of Bausch & Lomb Incorporated's ratings for possible downgrade
following the announcement that the company has entered into a
definitive merger agreement with affiliates of Warburg Pincus.

The proposed transaction is valued at approximately US$4.5
billion, including approximately US$830 million of debt.  BOL's
Board of Directors has unanimously approved the merger agreement.

The transaction is subject to certain closing conditions,
including the approval of BOL shareholders, regulatory approval
and the satisfaction of other customary closing conditions.  
Additionally, there is no financing condition to consummate the
transaction.  Under the merger agreement, BOL may solicit
proposals from third parties during the next 50 days. If BOL
enters into another definitive agreement, BOL would be obligated
to pay Warburg Pincus a $40 million break-up fee.

Sidney Matti, Analyst, stated that, "The review for possible
downgrade will focus primarily on the company's post-acquisition
capital structure and the likelihood that BOL's post-acquisition
credit metrics would fall below the 'Ba' rating category."

These ratings remain on review for possible downgrade:

   -- Ba1 Corporate Family rating;

   -- Ba1 Probability of Default rating;

   -- Ba1 (LGD4/52%) rating on $133.2 million Senior Unsecured
      Notes due 2007;

   -- Ba1 (LGD4/52%) rating on $50 million Senior Unsecured
      Notes due 2008;

   -- Ba1 (LGD4/52%) rating on $160 million Senior Unsecured
      Notes due 2023;

   -- Ba1 (LGD4/52%) rating on $0.4 million Senior Unsecured
      Notes due 2026;

   -- Ba1 (LGD4/52%) rating on $66.4 million Senior Unsecured
      Notes due 2028; and

   -- Ba1 rating on a Medium Term Note Program.

Headquartered in Rochester, New York, Bausch & Lomb, Inc. is a
leading worldwide provider of eye care products, including contact
lens, lens care, ophthalmic pharmaceuticals and surgical products.  
For the fiscal year ended December 31, 2006, the company reported
revenues of approximately $2.2 billion.

The company maintains operations in Brazil, Mexico, Australia,
China, France, and Germany, among others.


BAYONNE MEDICAL: Taps FTI Cambio as Financial Advisors
------------------------------------------------------
Bayonne Medical Center ask the U.S. Bankruptcy Court for the
District of New Jersey for authority to employ FTI Cambio LLC as
its financial advisors, nunc pro tunc to April 16, 2007.

The scope of FTI's services are:

     (a) issue to the chief executive officer a series of weekly
         reports focused on, among other things, cash-on-hand and
         census;

     (b) participate in creditor and vendor negotiations and, to
         the extent necessary and appropriate, assist with union
         negotiations and negotiations with governmental
         authorities over outlier payments;

     (c) act as a strategic transaction advisor to the CEO and
         will meet with (but not solicit) potential strategic
         partners and lend advice to such discussions; and

     (d) assist in the selection of an appropriate investment
         banking firm to assist with any potential refinancing or
         merger and acquisition activities, as deemed necessary by
         the CEO and the Board.

FTI Cambio will also, within 60 days of the Effective Date,
perform an assessment of the Debtor's operational areas with the
goal of rapidly improving financial performance.

As part of the Assessment, FTI Cambio shall review any existing
action plans and strategies meant to rapidly improve days of cash-
on-hand, appropriately reduce expenses, improve efficiency,
preserve or improve quality, enhance revenue cycle performance,
and identify any specialized resources needed to implement such
plans and strategies.  Further, FTI Cambio will also, as part of
the Assessment, advise the CEO, the Board and senior management on
the implementation of actionable performance improvement
initiatives of the CEO, senior management, the Debtor's
consultants, and/or the Board.

The Assessment will involve these areas:

     (a) Labor productivity, including new staffing plans and
         implementation of FTI Cambio's Labor Productivity
         Monitoring System;

     (b) Health information management and coding, including
         review of billing and collection practices, as well as
         physician documentation procedures;

     (c) Case management and clinical resource management,
         including identifying opportunities to reduce cost of
         inpatient care and evaluating effectiveness of
         supervisory personnel of various clinical departments;

     (d) Physician relations, through physician interviews focused
         on integrating physicians in the strategic planning
         process;

     (e) Hospital Closure Plan, including specific tasks the
         Debtor must complete to achieve an orderly closure and a
         cost estimate of implementing the plan; and

     (f) Post-Closure Liquidation Analysis, including an estimate
         of the financial implications of closure and the
         resulting distribution of value to the creditors.

The Debtor will pay FTI Cambio based on these hourly rates:

              Professional                Rates
              ------------                -----
              Thomas Singleton            $675
              Robert Mattix               $450

Hourly Fees for any other FTI Cambio personnel will be as agreed
by the parties.

Under the separate terms of the Assessment Agreement, compensation
will be payable to FTI Cambio on a fixed fee basis of $216,000,
which fee will be due and payable to FTI Cambio in three payments
of $72,000 each upon: (i) the Effective Date, (ii) 30 days after
the Effective Date, and (iii) 60 days after the Effective Date.

To the best of the Debtor's knowledge, based upon and as set forth
in the Singleton Certification, FTI Cambio does not hold or
represent any interest adverse to the Debtor.

                      About Bayonne Medical

Based in Bayonne, New Jersey, Bayonne Medical Center --
http://www.bayonnemedicalcenter.org/-- provides healthcare  
services and operates a medical center.  The company filed for
Chapter 11 protection on April 16, 2007 (Bankr. D. N.J. Case No.
07-15195).  Stephen V. Falanga, Esq., at Connell Foley LLP, and
Adam C. Rogoff, Esq., at Cooley Godward Kronish LLP, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $1 million to $100 million.  The Debtor's exclusive
period to file a plan expires on Aug. 14, 2007.


BENCHMARK ELECTRONICS: Pemstar Buy Cues S&P to Remove Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Angleton, Texas-based Benchmark Electronics Inc. from CreditWatch,
where they were placed with positive implications on Nov. 1, 2006.  
The 'BB-' corporate credit rating is affirmed; the outlook is
stable.
      
"The rating actions follow the company's stock-based acquisition
of Pemstar, Inc. and a review of 2006 results," said Standard &
Poor's credit analyst Lucy Patricola.  While Pemstar adds
complementary customers and programs to Benchmark's portfolio,
with a minimum of redundant facilities, Benchmark recently
experienced share erosion at its key customer, Sun Microsystems;
end-market softness in some of its largest sectors; and program
ramp delays.  
     
The ratings reflect Benchmark's mid-tier industry position,
significant customer concentration, and challenges posed by
volatile computing and communications end-market demand.  These
concerns partly are offset by consistent operating performance and
a strong financial profile for the rating.  Benchmark had no
funded debt outstanding as of March 2007, and lease-related
adjustments are nominal at $25 million.
     
Benchmark provides electronic manufacturing services, primarily in
the high-end computing and communications equipment markets,
although the company has made strides at diversifying its revenue
base organically and through its recent acquisition of Pemstar.  
Still, following the acquisition, computing and telecommunications
remain about 70% of total sales.  Medical devices, industrial
controls, and instrumentation accounted for the balance.  At
$2.9 billion in 2006 annual revenue, the company is the smallest
in the rated EMS sector.

                    About Benchmark Electronics

Based in Angleton, Texas, Benchmark Electronics Inc. (NYSE: BHE)
-- http://www.bench.com/-- manufactures electronics and provides  
services to original equipment manufacturers of computers and
related products for business enterprises, medical devices,
industrial control equipment, testing and instrumentation
products, and telecommunications equipment.  The company's global
operations include facilities in The Netherlands, Romania,
Ireland, Brazil, Mexico, Thailand, Singapore, and China.


CAM CBO: S&P Upgrades Rating on Class B Notes & Removes Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B notes issued by CAM CBO I Ltd., a high-yield CBO transaction
managed by Conning Asset Management, and removed it
from CreditWatch positive, where it was placed Jan. 16, 2007.
     
The upgrade reflects an increase in the level of
overcollateralization available to support the notes since the
last upgrade in September 2006.  Since that time, the transaction
has paid down $8.158 million to the class B noteholders, leaving
only 15.09% of the tranche's balance outstanding.
    

        Rating Raised And Removed From Creditwatch Positive
    
                           CAM CBO I Ltd.

                                   Rating
                                   ------
                       Class   To         From
                       -----   --         ----
                        B      AAA        BB+/Watch Pos


CBA COMMERCIAL: S&P Puts Low-B Ratings on Class M-6 & M-7 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CBA Commercial Assets' $127.6 million small balance
commercial mortgage pass-through certificates series
2007-1.
     
The preliminary ratings are based on information as of May 16,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.22x, a beginning LTV of 86.4%,
and an ending LTV of 0.6%.
     
    
                    Preliminary Ratings Assigned
                       CBA Commercial Assets
   
                                       Recommended credit
    Class     Rating       Amount             support
    -----     ------       ------      ------------------
     A        AAA      $108,466,000         15.000%
     M-1      AA+        $3,509,000         12.250%
     M-2      A          $3,669,000          9.375%
     M-3      BBB+       $2,233,000          7.625%
     M-4      BBB        $1,436,000          6.500%
     M-5      BBB-       $1,755,000          5.125%
     M-6      BB+        $1,276,000          4.125%
     M-7      BB         $1,436,000          3.000%
     M-8      NR         $3,827,624          0.000%
     X-1*     AAA                 -           N.A.
     

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


CBG FLORIDA: DBRS Puts BB Rating on $300 Million Preferred Stock
----------------------------------------------------------------
Dominion Bond Rating Service has assigned a BB (high) rating to
the $300 million of Perpetual Non-Cumulative REIT Preferred Stock
issued by CBG Florida REIT Corp., an indirect wholly owned
subsidiary of Colonial Bank, N.A., the bank operating subsidiary
of The Colonial BancGroup, Inc.  The trend is Positive.

The Perpetual Non-Cumulative REIT Preferred Share issuance is
optionally redeemable by the issuer and features a consent
dividend, a dividend stopper, a replacement capital covenant and
its shares are conditionally exchangeable into Colonial Perpetual
Preferred Non-Cumulative Stock under certain conditions.

Colonial intends to use the indirect proceeds from the sale of the
securities to finance the cash portion of the merger consideration
in Colonial's pending acquisition of Commercial Bankshares, Inc.
as well as for general corporate purposes.

DBRS rates Colonial's Senior Debt at BBB with a Positive trend.  
Colonial's rating reflects improving financing fundamentals,
excellent asset quality, steady organic growth and an increasing
share of the Florida market.  A narrow product range with a heavy
focus on commercial real estate, large loan exposures and modest
fee revenues are also incorporated into the assigned ratings
level.


CCS MEDICAL: Files IPO to Raise $172.5 Million
----------------------------------------------
CCS Medical Holdings Inc. last week filed with the U.S. Securities
and Exchange Commission an initial public offering aimed at
raising up to $172.5 million, Reuters reports.

According to SEC filings, the IPO was underwritten by Lehman
Brothers, Goldman Sachs & Co., Wachovia Securities, and Raymond
James.  The company intends to list with the Nasdaq Global Market
under "CCSM"

A full-copy of the prospectus is available for free at:

              http://ResearchArchives.com/t/s?1f65

Clearwater, Fla.-based, CCS Medical -- http://www.ccsmed.com/--  
provides quality healthcare products and services to patients with
chronic conditions throughout the United States including Puerto
Rico.  The company has more than 1,600 employees nationwide and is
owned by Warburg Pincus.


CCS MEDICAL: Wants to Enter Into New $415 Million Credit Facility
-----------------------------------------------------------------
CCS Medical disclosed that in connection with the completion of
its initial public offering, it expects to enter into a new
$415 million senior secured credit facility with a group of
lenders that will include affiliates of some of the IPO's
underwriters.

The company says that the proposed initial public offering is not
conditioned on the closing of the new credit facility.

The facility is expected to consist of a six-year, $50 million
revolving credit facility and a seven-year, $365 million term loan
facility.  The size of the credit facility is subject to change
prior to its closing. The new term loan, together with the
proceeds of this offering, will be used to repay the outstanding
amounts under our existing credit facilities and pay fees and
expenses related to this offering.  The revolving credit facility
will not be drawn upon at the closing of the new credit facility
but will be available, subject to certain conditions, for general
corporate purposes in the ordinary course of business and for
other transactions permitted under the credit agreement.  A
portion of the revolving credit facility will be available for
letters of credit.  The obligations under the senior secured
credit facility will be secured by a lien on substantially all of
our assets.

The company will use the proceeds of the new credit facility to
repay a portion of its existing credit facilities.

As of Dec. 31, 2006, the company had outstanding indebtedness of:

    * $330.3 million under its First Lien Credit Agreement,
    * $110 million under the Second Lien Credit Agreement, and
    * $59.3 million under its unsecured note payable.

Clearwater, Fla.-based, CCS Medical -- http://www.ccsmed.com/--  
provides quality healthcare products and services to patients with
chronic conditions throughout the United States including Puerto
Rico.  The company has more than 1,600 employees nationwide and is
owned by Warburg Pincus.


CCS MEDICAL: Likely Debt Reduction Cues S&P's Positive CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on CCS
Medical, including the 'B-' corporate credit rating, on
CreditWatch with positive implications.  Clearwater, Florida-based
CCS is a mail-order diabetic and chronic care supplier.
      
"The CreditWatch listing reflects the possibility for meaningful
near-term debt reduction," explained Standard & Poor's credit
analyst Alain Pelanne.  "CCS has registered common stock with a
proposed maximum aggregate offering price of $172.5 million, and
it also plans to enter into a financing transaction for a
$50 million revolving credit facility and a $365 million term loan
facility."
     
The proceeds from the IPO and the financing transaction are
expected to be used to refinance and reduce the company's existing
debt balances.  As of Dec. 31, 2006, CCS had $330 million
outstanding under its first-lien facility, $110 million
outstanding under its second-lien facility, and $59 million
outstanding under its unsecured note payable.
     
The products provided by CCS treat various disease states,
including those related to diabetes, ostomy, wound care,
incontinence, urology, and respiratory illness.
     
Standard & Poor's will meet with the company to review its
business and financial plans in light of the liquidity improvement
expected from these planned transactions.


CHASE MANHATTAN: S&P Holds B- Rating on Class L Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services raised it ratings on eight
classes of commercial mortgage pass-through certificates from
Chase Manhattan Bank-First Union National Bank Commercial
Mortgage Trust's series 1999-1.  Concurrently, the ratings on five
classes from the same transaction were affirmed.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.   
The upgrades of several senior certificates reflect $468.5 million
(40%) of the pool for which the collateral was defeased.
     
As of the April 17, 2007, remittance report, the trust collateral
consisted of 194 mortgage loans with an aggregate principal
balance of $1.2 billion, down from 205 loans totaling $1.4 billion
at issuance.  The master servicer, Capmark Finance Inc., reported
primarily year-end 2006 financial information for 99% of the pool,
which excludes the aforementioned defeasance.  The defeasance
figures include two loans totaling $72.7 million (6%), which were
both top 10 exposures, and both loans were defeased after the
April 17, 2007, remittance report.  Based on this information,
Standard & Poor's calculated a weighted average debt service
coverage of 1.47x, up from 1.34x at issuance.  All of the loans in
the pool are current, and no loans are with the special servicer.  
To date, the trust has experienced four losses totaling
$7.4 million.
     
The top 10 real estate exposures have an aggregate outstanding
balance of $314.3 million (27%) and a weighted average DSC of
1.38x, compared with 1.36x at issuance.  However, two of the top
10 exposures are on the master servicer's watchlist as discussed
below.  Standard & Poor's reviewed the property inspection reports
provided by Capmark for the assets underlying the top 10 real
estate exposures.  All of the properties were reported to be in
"good" condition with the exception of the property securing the
ninth-largest loan exposure, which was reported to be in "fair"
condition.
     
The master servicer's watchlist includes 25 loans totaling
$199.5 million (17%), which includes the two loans ($72.7 million)
mentioned above regarding the defeasance of the loans' collateral.  

Details of the two top 10 exposures on the watchlist are as
follows:

     -- A 201,400-sq.-ft. 11-story class A office building and an
        adjacent 6,400-sq.-ft. one-story restaurant space in Santa
        Clara, California, secures the fourth-largest loan in the
        pool, the McCandless Towers I ($34.4 million, 3%).  The
        loan appears on the watchlist because it reported a DSC of
        1.05x as of December 2006 because occupancy declined to
        91% in 2005 from 97% in 2004.  As of September 2006,
        occupancy had improved to 100%.

     -- The fifth-largest loan ($29.4 million, 3%) is secured
        partially by the Albany Mall, an enclosed regional mall
        totaling 761,600 sq. ft. in Albany, Georgia.  The loan is
        secured by 457,800 sq. ft. of the mall's total space.  The
        loan is on the watchlist because the lease for the largest
        tenant, occupying 33% of the gross leaseable area of the
        trust's collateral, expired in January 2007.  According to
        Capmark, the tenant has exercised its renewal option
        through January 2012.  In addition, leases for two anchor
        tenants occupying 197,000 sq. ft. of GLA have expired and
        are currently on a month-to-month basis.  Occupancy was
        95% as of March 2007, and DSC was 1.26x as of December
        2006.  
     
Although they are not on the watchlist, two of the top 10   
exposures have significant upcoming lease expirations.  Details
are as:

     -- An industry building totaling 134,100 sq. ft. in Berkeley,
        California, secures the seventh-largest exposure, Aquatic
        Park Center - Phase III ($19.4 million, 2%).  The second-
        and third-largest tenants occupying 33% of the GLA have
        leases expiring in 2008. As of December 2006, the DSC was
        1.53x and occupancy was 94%.

     -- San Francisco Executive Park, the eighth-largest exposure,
        has a current balance of $18.4 million (2%) and is secured
        by two office buildings totaling 204,100 sq. ft. in San
        Francisco, California.  Leases for more than 25% of the
        GLA at the two properties expire by year-end 2007.  The
        borrower reported a DSC of 1.15x as of December 2005, and
        an occupancy of 98% as of November 2006.
     
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those on the watchlist and those
otherwise considered credit-impaired.  The resultant credit
enhancement levels adequately support the raised and affirmed
ratings.
      

                          Ratings Raised
     
          Chase Manhattan Bank-First Union National Bank
                    Commercial Mortgage Trust
          Commercial mortgage pass-through certificates
                          series 1999-1

                       Rating
                       ------
         Class      To         From   Credit enhancement
         -----      --         ----    -----------------
           D        AAA        AA+         17.40%
           E        AAA        A           13.19%
           F        AA+        A-          11.69%
           G        BBB+       BBB-         6.58%
           H        BBB        BB+          5.68%
           I        BBB-       BB           4.78%
           J        BB-        B+           2.97%
           K        B+         B            2.37%
            

                       Ratings Affirmed
    
        Chase Manhattan Bank-First Union National Bank
                  Commercial Mortgage Trust
        Commercial mortgage pass-through certificates
                        series 1999-1    

             Class    Rating   Credit enhancement
             -----    ------    ----------------
              A-2      AAA          31.23%
              B        AAA          24.62%
              C        AAA          19.21%
              L        B-            1.62%
              X        AAA            N/A
               

                   *N/A - Not applicable.


CHURCH & DWIGHT: Earns $45 Million in First Quarter Ended March 31
------------------------------------------------------------------
Church & Dwight Co. Inc. reported net income for the quarter ended
March 30, 2007 of $45.1 million, an increase over last year's
$39.9 million.  Net sales were $514.3 million in the first
quarter, a $71.9 million or 16% increase over last year's
$442.4 million.  

First quarter sales include the results of the Orange Glo
International Inc. laundry additive and household cleaners
business, which was acquired in August 2006.  Adjusting primarily
for revenue related to acquisitions and the net effect of foreign
currency changes, organic sales declined for the quarter by about
1% compared to the first quarter of 2006.  In last year's first
quarter, the company experienced exceptionally strong sales of
liquid laundry detergent as a result of unusually high levels of
customer merchandising activity prior to price increases that took
effect in the second quarter of 2006.  In addition, the year-over-
year comparison of organic net sales was also unfavorably
influenced by higher slotting costs in support of new product
launches in the first quarter of 2007.

As of March 31, 2007, the company's balance sheet reflected total
assets of $2.3 billion and total liabilities of $1.4 billion,
resulting in a total stockholders' equity of $921.8 million.

                    Free Cash Flow and Net Debt

At quarter-end, the company had total outstanding debt of
$906.9 million and cash of $107.7 million for a net debt position
of $799.2 million.  This compares to total debt of $933.3 million
and cash of $110.5 million for a net debt position at Dec. 31,
2006 of $822.8 million.  The company generated about $18 million
in free cash flow during the first quarter of 2007.  During the
first quarter of 2006, the company generated about $3 million of
free cash flow.  Free cash flow is defined as cash provided by
operating activities less capital expenditures.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f52

James R. Craigie, chairman and chief executive officer, commented,
"We are very pleased with our execution of the business plan so
far this year, starting with a solid first quarter.  As we move
through the second quarter, we are continuing our major new
product launches and other initiatives, which will require a
significant increase in marketing spending. We expect full year
2007 organic sales to be in line with our 3 to 4% long-term
business model."
                       New Product Activity

On the new product front, Mr. Craigie commented, "We expect 2007
to be another exciting year for Church & Dwight as we drive
organic growth through the introduction of new and improved
products. The second quarter will be marked by record marketing
spending to support our brands and new product launches."

                             Outlook

With regard to the full year, Mr. Craigie said, "Because of our
confidence in the business and our new product launches, we remain
comfortable with our previously announced earnings per share goal
of $2.34 to $2.36 which is equivalent to a 13-14% increase over
2006 results.

"Organic sales growth is expected to be very strong in the second
quarter.  Marketing expense will be at record levels as a result
of our consumer promotion activity, new television campaigns, and
our planned new product launches.  Consequently, we are expecting
earnings per share in the range of $0.57 to $0.59 for the second
quarter.  In addition, we expect second half earnings to be more
evenly distributed in the third and fourth quarters than in prior
years."

As previously reported, at its May 2 Board meeting, the company
declared a quarterly dividend of $0.07 cents per share.  The
dividend will be payable June 1, 2007 to stockholders of record at
the close of business on May 14, 2007.  This is the company's
425th regular quarterly dividend.

                      About Church & Dwight

Headquartered in Princeton, New Jersey, Church & Dwight Co. Inc.
(NYSE: CHD) -- http://www.churchdwight.com/-- manufactures and  
sells sodium bicarbonate products popularly known as baking soda.  
The company also makes laundry detergent, bathroom cleaners, cat
litter,  carpet deodorizer, air fresheners, toothpaste, and
antiperspirants.

                          *     *     *

Church & Dwight's $100 million convertible senior debentures carry
Moody's Investors Service Ba1 rating.  The company's $250 million
senior subordinated notes carry Moody's Ba2 rating.


CITIGROUP MORTGAGE: Fitch Affirms BB+ Ratings on Class M-5
----------------------------------------------------------
Fitch Ratings has affirmed the following Citigroup Mortgage Loan
Trust issues:

   Series 2006-WF1

     -- Class A at 'AAA';
     -- Class M-1 at 'AA';
     -- Class M-2 at 'A';
     -- Class M-3 at 'BBB';
     -- Class M-4 at 'BBB-';
     -- Class M-5 at 'BB+', removed from Rating Watch Negative.
     
   Series 2006-WF2

     -- Class A at 'AAA';
     -- Class M-1 at 'AA';
     -- Class M-2 at 'A';
     -- Class M-3 at 'BBB';
     -- Class M-4 at 'BBB-';
     -- Class M-5 at 'BB+', removed from Rating Watch Negative.

   Series 2006-4

     -- Class A at 'AAA';
     -- Class B-1 at 'AA';
     -- Class B-2 at 'A';
     -- Class B-3 at 'BBB';
     -- Class B-4 at 'BB';
     -- Class B-5 at 'B'.

The mortgage loans consist of 15- to 30-year fixed-rate loans,
extended to Alt-A borrowers and are secured by first liens,
primarily on one- to four-family residential properties.  As of
the April 2007 distribution date, the transactions are seasoned 11
(2006-4, 2006-WF2) and 13 (2006-WF1) months, and have pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) of approximately 78% (2006-WF1, 2006-WF2) and
87% (2006-4).  The loans in the 2006-WF1 and 2006-WF2 transactions
are serviced by Wells Fargo Home Mortgage (rated 'RPS1' by Fitch).  
The loans in the 2006-4 transaction have various servicers, which
are all master serviced by CitiMortgage (rated 'RMS1' by Fitch).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$1.813 billion of outstanding certificates.  To date the trusts
have suffered minimal losses.


COLUMN CANADA: Collateral Reduction Cues DBRS to Upgrade Ratings
----------------------------------------------------------------
Dominion Bond Rating Service has upgraded the ratings of five
classes of Column Canada Issuer Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2002-CCL1:

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

DBRS has also confirmed these classes:

   * Class A-1 at AAA
   * Class A-2 at AAA
   * Class B at AAA
   * Class A-X at AAA
   * Class H at B
   * Class J at B (low)

DBRS does not rate the $5 million first loss piece, Class K.  All
trends are Stable.

The rating action reflects both a significant increase in credit
enhancement caused by collateral reduction and the defeasance of
one loan.  Eleven loans, representing 8% of the pool balance at
issuance, matured at their respective scheduled maturity dates
since June 2006.  Two loans that were previously defeased were
among the maturing loans.  As a result, the deal collateral has
reduced 16% since issuance, and there are currently four loans,
representing 10.2% of the current pool balance, that are secured
by Government of Canada securities.

Forty-two of the original 53 loans remain in the pool, which has
a total current balance of $259,419,918. The weighted-average debt
service coverage ratio for the pool has improved to 1.66x as of
year end 2005, from 1.50x at issuance, and the weighted-average
loan-to-value has improved from 66.4% at issuance to 60.7%.

The pool is heavily concentrated in a number of ways: 63.3% of
the pool is secured by properties located in the province of
Ontario and 54.5% of the pool is secured by retail properties.  
Additionally, the ten largest loans represent 47.9% of the total
current pool balance and tend to have lower DSCRs and higher
leverage than the pool as a whole.

A larger consideration for the pool as a whole is poor financial
reporting: loans representing just 56.8% of the pool have reported
YE 2005 financials, with just six loans reporting either year end
or partial-year 2006 financials.  These concerns are mitigated by
the pool's low leverage, as well as the fact that four loans,
representing 10.2% of the current pool balance, have defeased.  
In addition, excluding the defeased loans, 27 loans provide at
least partial recourse to a borrower/guarantor, and there are no
loans that are on the DBRS HotList.  DBRS was able to upgrade
despite the poor reporting, based on site inspections, rent rolls
and third-party information obtained on the loans in the pool.

The largest loan in the pool, the Cumberland Centre loan,
is secured by the Trinity Common Orleans Shopping Centre; an
unenclosed shopping centre anchored by Loeb and shadow-anchored
by The Home Depot.  The property is located in Cumberland,
Ontario, and has demonstrated improved performance since issuance,
with DSCR increasing to 1.55x as of year end 2005 from 1.4x.  
Performance is expected to remain stable as a result of strong
management and a moderate lease expiration schedule; five tenants,
which represent 50% of NRA and 48% of base rent, are on long-term
leases that expire beyond the loan maturity. Additionally, RioCan
Real Estate Investment Trust, the sponsor and property manager,
provides 50% recourse.

The second largest loan in the pool, the East York Town Centre
loan, is an enclosed community shopping centre anchored by Zellers
and Dominion Save-A-Centre.  The property is located in the
Thorncliffe Park community of Toronto. Based on the property's
stable occupancy and strong cash flow, DBRS believes that the loan
will have no trouble refinancing at its maturity date in September
2007.  The loan currently supports a 9% constant, which is well
above constants for the same property type in the market today.  
The servicer's April 2005 site inspection indicated an overall
property condition of fair with a few items of deferred
maintenance, but the loan benefits from full recourse to
Revenue Properties Company Limited, which DBRS considers strong.


DELPHI CORPORATION: UAW Delivers Counterproposal
------------------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America has offered its "final"
counterproposal on wages and benefits to Delphi Corp.

On May 14, 2007, the UAW formally presented to Delphi and the Plan
Investors led by Appaloosa Management L.P., a roughly 10-page
proposal offering concessions on the parties' wage and labor
dispute, David Shepardson, writing for The Detroit News, reports.

The UAW has not publicly divulged the terms of the Proposal.  Any
agreement reached by the parties, however, will be publicly
available when the Debtors present the agreement to the Court for
approval.  "The only thing I can say is that a proposal was
delivered as our Vice President Cal Rapson said it would.  But I
don't know any more than that.  No one does.  They've been very
tight-lipped," said Paul Siejak, president of UAW Local 686 Unit
No. 1, according to the Dayton Business Journal.

Delphi, the Plan Investors, and other stakeholders met with UAW
officials in Detroit at the UAW-DaimlerChrysler National Training
Center on May 15 to discuss the UAW Proposal, Mr. Shepardson
says.  Another meeting on the Proposal could be held on Friday.

The UAW Proposal is extremely complex, in part because it refers
to appendixes and various aspects of the more than 100-page
master labor agreement between the UAW and Delphi, Mr. Shapardson
relates, citing a person involved in the talks.  The UAW Proposal
suggests that some of the Delphi plants targeted for closure in
connection with the company's restructuring could remain open in
a discussion on "wind down" procedures.

"It's a good-faith proposal that we are all taking a close look
at," the unnamed source told Mr. Shepardson.  "We're still trying
to understand it."

The UAW/Delphi Master Labor Agreement will expire in September
but a supplemental pact between the parties will stay in effect
until 2011.  According to Mr. Shepardson, the UAW will begin
negotiating a new master labor agreement with Delphi this summer.

An agreement between the UAW and Delphi is crucial to the success
of Delphi's Plan Framework Agreements with the Plan Investors,
whereby the Investors intend to acquire, at most, a 70% equity
stake in Delphi, and bring the company out of bankruptcy as a
newly capitalized business.

                    About Delphi Corporation

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of     
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts.  

The Debtors' exclusive plan-filing period expires on July 31,
2007. (Delphi Corporation Bankruptcy News, Issue No. 69;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/   
or 215/945-7000).


DELPHI FINANCIAL: Moody's Rates $150 Million Debt Offer at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Delphi
Financial Group Inc.'s (Delphi; NYSE: DFG; senior debt at Baa3)
proposed $150 million offering of junior subordinated debentures
due 2067.  

The net proceeds from the offering are to be used primarily for
the repayment of certain existing senior indebtedness.  The
outlook on all of the ratings is stable.

According to Moody's, the ratings reflect the established position
of Delphi's primary life insurance company, Reliance Standard Life
Insurance Company (Reliance Standard, A3 IFSR), in the group
employee benefits market, as well as Delphi's ownership of Safety
National Casualty Corporation (Safety National), an excess
worker's compensation insurer. Reliance Standard is well
positioned in the small to medium size case group employee
benefits market and its solid underwriting discipline is
demonstrated by its consistently strong combined ratio for this
business. These strengths are tempered by the modest
capitalization of the insurance companies, the group's exposure to
alternative investments (albeit less than in prior years), and the
inherent net income volatility in the company's excess workers
compensation line. Despite the company's long track record in
excess workers compensation, this low frequency/high severity
coverage can generate significant earnings volatility as was
highlighted in 2001.

Because of certain equity-like features contained in these junior
subordinated debentures, Moody's has accorded them Basket D
treatment at the time of issuance on Moody's Hybrid Debt-Equity
Continuum, which means that they will initially be treated as 75%
equity and 25% debt for financial leverage calculations. Basket D
treatment will apply for 10 years or until 2017 (i.e. until 50
years prior to the debentures' final maturity). For the next 20
years (i.e. until 2037 or 30 years prior to maturity), they will
shift to Basket C (50% equity and 50% debt). For the next 10 years
(i.e. until 2047 or 20 years until maturity), the instruments will
be accorded Basket B treatment (25% equity, 75% debt) and will
finally shift to Basket A treatment (100% debt) for the remaining
20 years to maturity. Interest payments on the junior subordinated
debentures will be incorporated as presented under GAAP and
incorporated into the fixed charge coverage ratio.

Moody's said that the basket designations are based on the
following rankings on the three dimensions of equity:

No Maturity -- Strong

The junior subordinated debentures have a final maturity of 60
years with a scheduled maturity of 30 years and are callable at
par after 10 years, subject to a legally binding Replacement
Capital Covenant (RCC). The RCC obligates Delphi not to redeem or
repurchase the junior subordinated debentures prior to 2047 unless
with proceeds from issuance of the same or more equity-like
securities, which have been clearly specified. Delphi Financial
received an acceptable opinion from outside legal counsel
regarding the enforceability of this Covenant.

No On-Going Payments -- Moderate

The junior subordinated debentures have an optional deferral
feature, which enables Delphi to defer payments for up to 10 years
without triggering an event of default. As an ongoing concern, at
the earlier of five years or resumption of interest payments on
the debentures or junior securities, Delphi must settle deferred
distributions through the issuance of common stock or qualifying
warrants, up to a limit of 2% of market capitalization or
mandatorily convertible preferred stock or qualifying preferred
stock, up to 25% of principal of the debentures. Qualifying
preferred stock is defined as non-cumulative preferred stock with
RCC or with mandatory deferral triggers and intent-based
replacement disclosure. In bankruptcy, any deferred interest not
settled through the alternate payment mechanism is limited to 2
years of accumulated and unpaid interest. The junior subordinated
debentures also contain a dividend stopper, which prevents the
issuer from redeeming, repurchasing or making distributions on
capital stock or debt securities that rank pari passu or junior to
the junior subordinated debentures if interest on the junior
subordinated debentures is being deferred.

Loss Absorption - Moderate

The junior subordinated debentures will rank junior to all
indebtedness including trust preferred securities, and pari passu
with trade creditors of Delphi Financial Group, Inc.

At Delphi's current rating levels, Moody's noted it expects that
the company will maintain the following financial metrics: NAIC
risk based capital at Reliance Standard and Safety National of at
least 275%, or 170% (with excess worker's compensation classified
as other liability), respectively; consolidated financial leverage
of no more than 30% (debt to capital with trust preferreds
included as debt); projected cash on cash coverage at the holding
company of at least 2.5x (calculated as statutory dividend
capacity plus cash and investment income divided by interest and
trust preferred dividend expense); below investment grade bond
exposure at Reliance Standard of less than 10% of its total bond
portfolio; and institutional investment products business
representing no more than 20% of Reliance Standard's general
account reserves on a risk-weighted basis.

Moody's most recent rating action on the company was on Feb. 16,
2006, when the rating agency affirmed the ratings of Delphi
Financial Group, Inc. and assigned an A3 long-term debt rating to
the funding agreement-backed global note program of Reliance
Standard Life Global Funding.

Delphi Financial Group, Inc. is a financial services holding
company with consolidated GAAP assets of nearly $5.7 billion and
shareholders' equity of $1.2 billion at December 31, 2006.
Reliance Standard, a wholly owned subsidiary of Delphi, reported
statutory assets of nearly $2.9 billion and capital and surplus of
$461 million at year-end 2006.

Moody's Insurance Financial Strength Ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


DIGITAL LIGHTWAVE: Posts $603,000 Net Loss in Qtr Ended March 31
----------------------------------------------------------------
Digital Lightwave Inc. reported a net loss of $603,000 on net
sales of $2,491,000 for the first quarter ended March 31, 2007,
compared with a net loss of $4,761,000 on net sales of $2,232,000
for the same period last year.

The increase in net sales was primarily a result of the improved
acceptance of the Network Information Computers (NIC) product due
to new feature enhancements.

Gross profit for the quarter ended March 31, 2007, increased by
approximately $1 million to approximately $1.4 million, or 55% of
net sales, from $316,000, or 14% of net sales, for the quarter
ended March 31, 2006.

Total operating expenses for the quarter ended March 31, 2007,
decreased by approximately $2.5 million to $1.2 million from
$3.7 million for the quarter ended March 31, 2006.

Other expense, net for the quarter ended March 31, 2007, was
approximately $800,000, a decrease of $580,000 as compared to
other expense, net of approximately $1.4 million for the quarter
ended March 31, 2006.  The decrease was due to the interest
expense reduction as a result of the conversion of the Secured
Convertible Promissory Note by Optel in January 2007.

At March 31, 2007, the company's balance sheet showed $5,424,000
in total assets and $33,939,000 in total liabilities, resulting in
a $28,515,000 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $5,206,000 in total current assets
available to pay $33,675,000 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?1f4d

                       Going Concern Doubt

Grant Thornton LLP, in Tampa, Florida, expressed substantial doubt
about Digital Lightwave 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 reported that the company has incurred net losses of
$14.5 million in 2006 and $21.1 million in 2005, and as of
Dec. 31, 2006, has a working capital deficit of $62.9 million and
a stockholders' deficit of $62.9 million.

                     About Digital Lightwave

Based in Clearwater, Florida, Digital Lightwave Inc. (OTC BB:
DIGL.OB) -- http://www.lightwave.com/-- provides the global  
fiber-optic communications industry with products and technology
used to develop, install, maintain, monitor and manage fiber-optic
communication networks.  The company's products are sold worldwide
to telecommunications service providers, telecommunications
equipment manufacturers, equipment leasing companies and
international distributors.


DORAL FINANCIAL: Inks Agreement Selling 90% of Common Stock
-----------------------------------------------------------
Doral Financial Corporation has entered into a definitive stock
purchase agreement, providing for the sale by the company of
$610 million of Doral common stock for $0.63 per share to a newly
formed entity, in which various entities will invest.

These investors include Bear Stearns Merchant Banking, Marathon
Asset Management, Perry Capital, the D. E. Shaw group, Tennenbaum
Capital Partners, Eton Park Capital Management, Goldman Sachs &
Co., Canyon Capital Advisors and GE Asset Management.

The company will be registered as a bank holding company.
Following the recapitalization transaction, the new holding
company will own approximately 90% of Doral's common stock
outstanding, and Doral's existing common shareholders will own
approximately 10%.

The investment by the holding company, together with the other
transactions, are expected to provide Doral with the financial
resources and capital to repay at maturity its $625 million
floating rate senior notes due July 20, 2007, to fund the
previously-announced settlement of the existing consolidated
securities class action and shareholder derivative litigation and
to pay transaction expenses.

The holding company has obtained equity commitments for
approximately $415 million and is in active discussions with
certain other investors to obtain commitments for the balance.  
The Doral Board, in approving the recapitalization plan and equity
investment by the unanimous vote of the independent directors, has
received the opinion of its independent financial advisor,
Rothschild Inc., that the consideration payable in the transaction
is fair, from a financial point of view, to the company's common
shareholders.  Certain shareholders, who collectively own
approximately 10.7% of the outstanding common stock of Doral, have
agreed to vote, subject to customary conditions, in favor of the
transaction.

"The transaction comes at the end of an exhaustive process by the
company's Board of Directors to explore financial and strategic
alternatives to secure Doral's future.  It will permit Doral to
continue as a well-capitalized major financial institution in
Puerto Rico.  Although highly dilutive to existing common
shareholders, the Board believes it is the best, and probably the
only, means to retain some value for existing shareholders and
enable them to participate in the future of the company," said
Dennis G. Buchert, Chairman of the Board of Doral Financial Corp.
"By agreeing to make a substantial investment in the Company, a
group of sophisticated investors has made a vote of confidence in
our institution, and everyone at Doral should feel proud of this
achievement," Mr. Buchert concluded.

"The successful consummation of this recapitalization will resolve
the company's anticipated liquidity needs and will position us to
fully focus on our long-term strategic priority of profitably
growing Doral, enhancing our market presence in Puerto Rico and
building the institution," said Glen R. Wakeman, CEO of Doral
Financial Corp.  "We are very appreciative of the extraordinary
efforts of our employees and look forward to continuing to
transform Doral into a first class community bank.  I am confident
that our talented and committed team will accomplish this goal."

"We are excited about this investment in Doral and the opportunity
to back Glen Wakeman and his talented new management team," said
David E. King, Senior Managing Director and Partner of BSMB.
"Doral is an outstanding franchise and with this new investment is
well-positioned to take advantage of future growth opportunities.
We look forward to supporting the company with its strategic
initiatives."

The consummation of the transaction is subject to a number of
conditions, including:

   -- shareholder approval of the transaction;

   -- various regulatory approvals and confirmations;

   -- final approval by the U.S. District Court for the Southern
      District of New York of the previously announced settlement
      of the consolidated securities class action and shareholder
      derivative lawsuits pending against the company;

   -- the receipt by Holdings or an affiliate of $215 million in
      additional equity commitments;

   -- the receipt by Doral Financial of final regulatory approvals
      to receive, within one day after the closing, at least $150
      million from the transfer of Doral's portfolio of mortgage
      servicing rights to Doral Bank Puerto Rico and from a
      dividend distribution from Doral Bank FSB following
      consummation of the previously announced sale of its New
      York branches; and

   -- the absence of certain material adverse developments with
      respect to the company or its business.

Although the company will use its reasonable best efforts to seek
to timely satisfy the conditions to closing, no assurance can be
given that the transaction will be completed by July 20, 2007, or
at any time.  If the transaction is not consummated by
July 20, 2007, the company will likely be unable to repay the
Notes at maturity.  In the event the Notes cannot be repaid, the
company would likely seek protection under applicable bankruptcy
laws and banking regulators could take actions to protect the
interests of depositors, either of which would materially
negatively impact the value of the company's outstanding common
stock.

The company also reported today that the U.S. District Court for
the Southern District of New York has scheduled for July 16, 2007,
the hearing to consider the final approval of the proposed
settlement of the pending litigation.

Bear, Stearns & Co. Inc. acted as exclusive financial advisor to
the company, and Rothschild Inc. acted as financial advisor to the
Transaction Committee of the Board of Directors of Doral Financial
Corporation.  Cleary Gottlieb Steen & Hamilton LLP and Pietrantoni
Mendez & Alvarez LLP acted as legal counsel to the company, and
Latham & Watkins LLP acted as legal counsel to the Transaction
Committee and the independent directors of the company's board.
Simpson Thacher & Bartlett LLP and Kirkland & Ellis LLP acted as
legal counsel to Holdings and BSMB.

As previously disclosed in its Form 12b-25, the company was unable
to timely file its quarterly report on Form 10-Q for quarter ended
March 31, 2007 with the Securities and Exchange Commission.  It
expects to file this report by the end of May.

                    About Doral Financial Corp.

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

                          *     *     *

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


DUNE ENERGY: Completes Buyout of Goldking Energy for $302.5MM Cash
------------------------------------------------------------------
Dune Energy Inc. has closed its purchase of 100% of the capital
stock of Goldking Energy Corporation on May 15, 2007.  The
purchase price consisted of $302.5 million in cash, plus
10,055,866 shares of Dune common stock valued at $18 million as of
April 13, 2007.

The acquisition was funded with proceeds from the issuance of
$300 million of 10.5% Senior Secured Notes due 2012 plus
$180 million of 10% Senior Redeemable Convertible Preferred Stock.  
In addition, Dune retired $93.7 million of indebtedness with
proceeds from the financing.  The remainder of the funds will be
used for general corporate purposes, and fees and expenses.

Based upon total consideration of $320.5 million, the implied cost
per Mcfe of proved reserves is $2.85, and $2.17 per Mcfe if
probable reserves are included.  Dune anticipates allocating
additional value to unproved properties and other assets at a
later date.  

Combining Goldking assets with Dune's existing asset base creates
a company with 142 Bcfe of proved reserves as of Dec. 31, 2006,
covering 28 fields along the Louisiana and Texas Gulf Coast, as
well as on the fairway of the north Texas Fort Worth Basin Barnett
Shale play.  Dune operates and holds a 100% working interest in
the Barnett Shale properties.  Dune now has a multi-year inventory
of diversified projects in a key domestic producing hydrocarbon
basin.

First quarter production for the combined entity averaged
27 MMcfe/d, while current combined production is more than
30 MMcfe/d.  Numerous additional wells are slated to come on
production during the second quarter of 2007.  These wells,
combined with a very active drilling program throughout the
remainder of the calendar year, should result in significant
production volume increases by year-end.

"This is a landmark event for Dune Energy, which will provide
strategic critical mass for the company's stockholders and
employees," Alan D. Gaines, chairman of the board of directors and
Dune's founder, stated.  "The company's properties have low risk
development, considerable upside within the probable reserves
category, and numerous company making exploration opportunities
with respect to deeper pool tests and sub salt drilling not
identified in our independent engineering reports.  The company's
management team, led by James A. Watt, chief executive officer and
president, has a proven track record and the extensive Gulf Coast
experience and knowledge required to successfully operate these
properties and exploit the enormous upside potential.  This
transaction is immediately highly accretive to cash flow,
production, and reserves on a per share basis."

"The company's goal is to grow production and cash flow, coupled
with a low cost structure within its highly focused areas of
operation," Mr. Watt, ceo and president, added.  "The company's
drilling program for 2007 is weighted to low risk development
locations in order to ramp cash flow and lower debt leverage
through the drillbit.  The company's portfolio of projects will be
strictly IRR driven."

                    Goldking Energy Corporation

Headquartered in Houston, Texas, Goldking Energy Corporation --
http://www.goldkingenergy.com/-- properties are located onshore  
the Louisiana and Texas Gulf Coast, and consists of interests in
23 fields and 136 producing wells.  Goldking operates more than
90% of its production, and maintains a 100% working interest in
many of the more important properties.  The vast majority of the
Goldking fields, such as Garden Island Bay located in Plaquemines
Parish, Louisiana, were former legacy assets of major energy
companies. These fields have produced significant volumes over
time, but have not had current technology or meaningful capital
applied to further exploitation, or exploration of deeper pools.

As of Dec. 31, 2006, Goldking had independently engineered proved
reserves of 112.4 Bcfe.  By category, this includes 48.5 Bcfe of
proved developed producing, 28.8 Bcfe of proved developed non-
producing, and 35.1 Bcfe of proved undeveloped reserves.
Approximately 56% of total proved reserves is natural gas.  In
addition to proved reserves, management has identified an
additional unrisked net 35.5 Bcfe of probable reserves covering
14 locations.  Net investment required to develop these probable
reserves is estimated at $19 million.  The Goldking properties
consist of 65,000 net acres located in prolific producing areas.
The purchase price also included a sizeable 3-D seismic library
covering several of the major fields.

                         About Dune Energy

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

                          *     *     *

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

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

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


DURA AUTO: Wants Exclusive Plan-Filing Period Extended to Sept. 30
------------------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to further
extend through and including (i) Sept. 30, 2007, their exclusive
period during which they may file a plan of reorganization, and
(ii) Nov. 30, 2007, during which they may solicit votes to approve
the plan.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, says the Debtors have made significant
progress through their Chapter 11 cases, and are now poised to
move forward in a clearly articulated process that will culminate
with their expeditious exit from bankruptcy protection.

In particular, he avers, the Debtors:

    -- are completing their five-year business plan.  The Debtors
       intend to preview their business plan with their creditor
       constituencies' financial advisors on May 22, 2007, and to
       formally present the business plan to their two primary
       creditor constituencies -- the Official Committee of
       Unsecured Creditors and the Second Lien Committee -- on
       May 31, 2007;

    -- have commenced developing a Chapter 11 plan incorporating
       an equity rights offering, the goal of which is to provide
       the Debtors with acceptable debt leverage upon emergence,
       while satisfying all secured and priority creditors in
       full;

    -- are refining their equity rights offering strategies in
       anticipation of distributing in the near term a proposed
       equity rights offering tern sheet to the Creditors
       Committee;

    -- have commenced implementing their plans to rationalize
       their assets and business lines through divestiture or
       otherwise; and

    -- continue to make great strides on all other operational
       restructuring fronts.  The Debtors are now more than 50%
       complete with their 50-Cubed Plan of consolidating their
       North American manufacturing footprint to low cost
       locations and best-in-cost facilities.

The Debtors' carefully calibrated requests to extend the
Exclusive Periods will free them through the end of September of
the potentially costly and time-consuming distraction of
competing chapter 11 plan proposals, Mr. DeFranceschi tells Judge
Carey.

The Debtors anticipate that, by Sept. 30, they will have
completed the process of developing, negotiating, filing and
soliciting acceptances of what is expected to be a highly
consensual Chapter 11 plan of reorganization.  Accomplishing that
goal will provide the reorganized Company with a stable and
operationally and financially sound platform when it emerges from
Chapter 11, Mr. DeFranceschi avers.

                      About DURA Automotive

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent     
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Delaware Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.

The Debtors' exclusive plan-filing period expires on May 23,
2007. (Dura Automotive Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/      
or 215/945-7000).


DYNEGY INC: Moody's Rates Proposed $1 Billion Notes Issue at B2
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Dynegy Holdings,
Inc., including the company's Corporate Family Rating at B1, its
senior unsecured rating at B2, its Bank Loan Rating at Ba1, and
its Speculative Grade Liquidity Rating at SGL-3.

Moody's also assigned a B2 rating to the company's planned
issuance of $1.1 billion in senior unsecured notes, and upgraded
DHI's second lien notes to Ba1 from Ba2.

The rating actions reflect our view that the planned refinancing
of a majority of the company's recently acquired $1.8 billion in
net project level debt, along with the planned modifications to
the company's credit facilities are neutral to DHI's overall
credit quality. The rating outlook for DHI is stable.

"While Dynegy's proposed refinancing will result in $1.1 billion
of debt becoming long-dated recourse debt, the transaction
improves Dynegy's financial flexibility over the near-term by
freeing up operating subsidiary level cash flow which can now be
used to fund internal operations, including environmental related
capital requirements over the next few years," said A.J.
Sabatelle, Vice President -- Senior Credit Officer of Moody's.
"Additionally, the transaction eliminates a substantial degree of
structural subordination for DHI's creditors which had accompanied
the LS Power combination."

The rating affirmation incorporates Moody's expectation of
stronger financial performance and cash flow generation due to
improved market conditions, particularly at the company's Midwest
and Northeast operating units.  

The rating affirmation also considers the benefits to DHI of the
recent merger with LS Power Group (LS Power) as earnings and cash
flows from the acquired assets are expected to:

   -- enhance the company's consolidated financial performance;

   -- provide greater cash flow predictability given the degree
      of hedged cash flows associated with these assets; and

   -- increase the generation fleet's diversity from a fuel,
      dispatch, and regional perspective.

As a result of these favorable trends and DHI's efforts over the
past several years to substantially reduce debt, cash flow (CFO-
pre W/C) to adjusted debt is expected to be in the 8% to 10% range
for 2007 and 2008 while DHI's cash flow (CFO-pre W/C) coverage of
adjusted interest expense is anticipated to come in above 2.0x for
the same period under most reasonable scenarios examined. These
financial metrics, which incorporate Moody's standard adjustments,
are in line with the financial metrics of other independent power
companies whose CFR is in the B rating category.

As part of the April 2nd merger between Dynegy, Inc. and LSP
Power, Dynegy acquired several different LSP Power subsidiaries
and assumed $1.8 billion of net debt held at four separate project
level subsidiaries.

In an effort to streamline the corporate organization, eliminate
structural subordination, and free up any subsidiary level cash
currently held at these subsidiaries, DHI is planning to issue
$1.1 billion of senior unsecured notes, the net proceeds of which
will be used to repay the approximate outstanding $1.07 billion of
first and second lien debt at LSP Gen Finance Co, LLC.

Additionally, DHI is in the process of amending and restating its
credit facilities to include a $150 million increase in its
secured revolving credit facility to $1 billion from $850 million
and a $500 million increase in its secured term letter of credit
facility to $900 million from $400 million.

The $650 million increase is intended to replace the working
capital and letter of credit facilities currently in place at LSP
Gen. The amendment will also allow DHI to incur additional
unsecured debt to be used in the future to repay the $546 million
of project level debt at two recently acquired DHI subsidiaries,
LSP-Kendall Energy, LLC and Ontelaunee Power Operating Company,
LLC.

Moody's affirmation of DHI's Speculative Grade Liquidity rating of
SGL-3 reflects our view that adequate liquidity will exist over
the next four quarters. Collateral requirements have increased
substantially with the acquisition of LS Power assets due to the
hedging strategy associated with these assets.

DHI's plan to increase its credit facilities by $650 million
should help to address the increased collateral requirements.
Moody's estimates that the combination of internal cash
generation, existing cash on hand, and the proposed increase in
company's credit facilities to $1.97 billion should leave the
company with approximately $900 million to $1 billion of available
liquidity. By comparison, Dynegy's available liquidity was $860
million on average for the 12 month period prior to its
acquisition of LS Power.

Dynegy has also announced plans to consider the sale of several
less strategic power generating stations, which if successful,
could provide more than $300 million of additional liquidity for
the company. Moody's believes that the financial covenants in
DHI's credit facilities provide the company with ample headroom to
operate their business.

The stable rating outlook reflects Moody's expectation of the
company's continued operating performance improvement as it
realizes the benefits of lower consolidated debt levels and the
current recovery in the power markets. The outlook also considers
the improved predictability in financial results and reduced
commodity price exposure that is expected to surface from the LS
Power asset acquisition as the output of a large percentage of
these assets is hedged.

DHI's ratings could improve through consistent operating plant
performance across the fleet and if the expected benefits of the
LS Power acquisition surface in improved operating and financial
performance, resulting in consistent positive free cash flow and
cash flow (CFO-pre W/C) to adjusted debt being above 10% on a
sustained basis. DHI's ratings could decline as a result of a
leveraging acquisition, an inability to manage commodity price
risk across the company which negatively affects liquidity, or
deteriorating operating or financial performance relative to its
plan, resulting in cash flow (CFO-pre W/C) to adjusted debt
falling below 8.0% for an extended period.

Ratings affirmed:

* Dynegy Holdings, Inc.

   -- Corporate Family Rating - B1
   -- Probability of Default Rating - B1
   -- Speculative Grade Liquidity Rating - SGL-3

Rating assigned/LGD Assessment assigned:

* Dynegy Holdings, Inc.

   -- $1.1 billion of new senior unsecured notes, B2 (LGD4, 62%)

Ratings affirmed/LGD assessments revised:

  * Dynegy Holdings, Inc.

   -- Senior secured revolving credit facility at Ba1 (LGD1, 8%
      from LGD1, 9%)

   -- Senior secured letter of credit facility at Ba1 (LGD1, 8%
      from LGD1, 9%)

   -- Senior secured term loan facility at Ba1 (LGD1, 8% from
      LGD1, 9%)

   -- Senior unsecured notes at B2 (LGD4, 62% from LGD4, 64%)

   -- Multiple seniority shelf (senior unsecured) at (P)B2
      (LGD4, 62% from LGD4, 64%)

   -- Dynegy Danskammer, LLC and Dynegy Roseton, LLC, pass-
      through trust certificates at Ba3 (LGD3, 35% from LGD3,
      37%)

Rating /assessment revised

  * Dynegy Holdings, Inc.

   -- 9.875% second priority senior secured notes due 7/15/2010
      to Ba1 (LGD2, 19%) from Ba2 (LGD2, 24%)

Ratings/assessments affirmed:

   -- Dynegy Holdings, Inc., multiple seniority shelf
      (subordinate) at (P) B3 (LGD6, 96%)

   -- NGC Corporation Capital Trust I, subordinated capital
      income securities due 6/1/2027 at B3 (LGD6, 96%)

   -- Dynegy Capital Trust II, trust preferred stock shelf at
      (P)B3 (LGD6, 96%)

   -- Dynegy Capital Trust III, trust preferred stock shelf at
      (P)B3 (LGD6, 97%)

   -- Dynegy Inc., multiple seniority shelf at (P)B3 (LGD6, 97%)

DHI is an independent power producer headquartered in Houston, TX,
that owns a portfolio of about 20,000 MW electric generating
assets diversified by geographic region, dispatch type, and fuel
source. Following its merger with several subsidiaries owned by LS
Power, approximately one-half of DHI's generating capacity will be
located in the Midwest, with one-third in the West, and the rest
in the Northeast. DHI is wholly owed by Dynegy, Inc.


EASTMAN KODAK: Fitch Lifts Rating on $1.15-Bil. Term Loan to B
--------------------------------------------------------------
Fitch Ratings has upgraded Eastman Kodak Company's senior
unsecured debt to 'B/RR4' from 'B-/RR5' due to improved recovery
prospects following the company's redemption on May 3, 2007, of a
$1.15 billion secured term loan funded with a portion of the
proceeds from the sale of its Health Group to Onex Healthcare
Holdings, Inc., for $2.35 billion on April 30, 2007.

In addition, Fitch has affirmed these Kodak ratings:

     -- Issuer Default Rating 'B';
     -- Secured credit facility 'BB/RR1'.

The Rating Outlook remains Negative and is reviewed quarterly for
signs of earnings stability, with particular near-term focus on
year-over-year revenue growth for digital products within the
Consumer Digital Imaging Group, improvement in operating profit
margin for the Graphic Communications Group, and sales trends,
retail distribution efforts and any manufacturing constraints for
the company's recently introduced lineup of consumer inkjet
printers.  In addition, Fitch continues to monitor the outcome of
Kodak's ongoing review of potential uses for the approximately
$1.2 billion of remaining proceeds from the divesture of the
Health Group.  The company has indicated that a portion of the
remaining proceeds is located outside of the U.S., requiring the
development of a tax-efficient repatriation strategy before the
cash is available for acquisitions of U.S.-based companies, share
repurchases, further debt reduction, and incremental dividends.
Fitch believes the most likely uses for the $1.2 billion of excess
cash, which is based on the company's stated minimum cash balance
of $1 billion, are acquisitions and share repurchases.

The updated Recovery Ratings and notching reflect Fitch's recovery
expectations under a distressed scenario considering Kodak's
divestiture of the Health Group and full redemption of its secured
term loan.  Fitch continues to believe that the enterprise value
of the company, and thus, recovery rates for its creditors, will
be maximized in a restructuring scenario (going concern) rather
than a liquidation scenario.

In deriving a distressed enterprise value, Fitch applies a 50%
discount to Kodak's estimated operating EBITDA of approximately $1
billion for the latest 12 months ended March 31, 2007, excluding
the Health Group.  The EBITDA discount reflects the estimated
percentage decline in EBITDA necessary to violate the secured
credit agreement's leverage ratio of 3.5 times.  Fitch then
applies a 4x distressed EBITDA multiple, which considers Kodak's
current multiple and multiples paid for prior acquisitions, given
that a stress event would indicate business model difficulties and
multiple contraction.  As is standard with Fitch's recovery
analysis, the revolver is fully drawn and cash balances fully
depleted to reflect a stress event.  The current 'RR1' Recovery
Rating for Kodak's secured bank facility reflects Fitch's belief
that 100% recovery is realistic.  The 'RR4' Recovery Rating for
the senior unsecured debt reflects Fitch's estimate that a
recovery of 30%-50% would be achievable, up from previous recovery
expectations of only 10%-30% prior to the redemption of the
secured term loan.

Total liquidity (cash and committed credit facility availability)
increased to approximately $3.2 billion as of May 3, 2007, from
$2.5 billion as of Dec. 31, 2006, due to the net proceeds after
debt reduction from the sale of the Health Group less cash usage
in Kodak's seasonally weak first quarter of 2007.  Total liquidity
includes an undrawn $1 billion secured revolving credit facility
due Oct. 18, 2010 ($856 million net of letters of credit as of
March 31, 2007).  Free cash flow for the LTM ended
March 31, 2007, including the Health Group, increased to $587
million from $396 million in the year-ago period due primarily to
a reduction in capital expenditures and lower cash restructuring
payments, which remain significant for fiscal 2007 at
approximately $600 million.

Total debt declined to approximately $1.6 billion subsequent to
the repayment of the secured term loan on May 3, 2007, down from
$2.8 billion as of Dec. 31, 2006.  As a result, Fitch estimates
leverage (debt/operating EBITDA) declined to 1.6x compared with
approximately 2.9x at Dec. 31, 2006, excluding the Health Group.
Fitch estimates interest coverage (operating EBITDA/gross interest
expense) improved to approximately 12x from nearly 6x for the LTM
ended Dec. 31, 2006, excluding the Health Group. Fitch believes
the company's near-term debt maturities are manageable, as the
next material debt maturity is not until 2008, when approximately
$250 million of debt matures.

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

The company has operations in Argentina, Chile, Denmark, Greece,
Jordan, Yemen, Australia, China among others.


EMMIS COMMUNICATIONS: Posts $10.5 Mil. Net Loss in 4th Qtr. 2007
----------------------------------------------------------------
Emmis Communications Corporation disclosed results for its fourth
fiscal quarter and full year ended Feb. 28, 2007.  For the fourth
fiscal quarter of 2007, the company reported a net loss of
$10.5 million on total net revenue of $78.6 million, as compared
with a net income of $138.9 million on total net revenue of
$82.4 million for the same quarter of the prior year.  The
decrease related primarily to revenue declines at Emmis' New York
and Los Angeles radio stations.

For the full year 2007, the company had a net income of
$113.6 million on total net revenue of $359.5 million, as compared
with a net income of $357.8 million on total net revenue of
$377.4 million for the full year 2006.

On Feb. 20, 2007, Emmis entered into a definitive agreement to
sell KGMB-TV (Honolulu) to HITV Operating Co., Inc. for
$40 million in cash.  The company expects the transaction to close
in the first half of calendar 2007.

During the fourth quarter 2007, the company increased its
ownership in Radio Fresh! in Bulgaria.  Emmis moved from minority
to majority shareholder in the highly rated national CHR station.

Subsequent to the quarter end, the company announced an investment
in Exponentia, a Vancouver-based mobile and online games and
applications developer.

At Feb. 28, 2007, the company posted total assets of $1.5 billion,
total liabilities of $1.1 billion, series A cumulative convertible
preferred stock of $143.8 million, and total stockholders' equity
of $271.7 million.  The company's accumulated deficit decreased to
$240.6 million at Feb. 28, 2007, from $286.2 million at Feb. 28,
2006.

                       Sources of Liquidity

At Feb. 28, 2007, the company had cash and cash equivalents of
$20.7 million and net working capital of $59 million.  At Feb. 28,
2006, it had cash and cash equivalents of $140.8 million and net
working capital of $33.3 million.  

A significant portion of the company's cash balances at Feb. 28,
2006, and 2007, which are $6.5 million and $12.9 million,
respectively, are held by the company's foreign entities.  The
company has not repatriated these funds to date due to the taxes
that would be due upon repatriation.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?1f5d

                  Outlook for Second Quarter 2007

The company expects its radio net revenues for the quarter ending
May 31, 2007, to decrease from the prior year in the mid- to high
single digit range on a percentage basis.  Conversely, the company
expects its radio station operating expenses for the quarter
ending May 31, 2007, to increase from the prior year in the mid-
to high single digit range on a percentage basis.  International
radio operations continue to perform well, offsetting to some
degree continued weakness in domestic radio operations.

"Weakness in our two key radio operations, New York and Los
Angeles, presented us difficulties throughout the year and the
fourth quarter was no exception," Emmis chairman and chief
executive officer Jeff Smulyan said.  "Unfortunately, we will
continue to face difficulties in these markets in the foreseeable
future.  However, I'm confident that the best people in the
business, coupled with Emmis' 25 years of innovation and
excellence, will lead us to better days."

                    About Emmis Communications

Based in Indianapolis, Indiana, Emmis Communications Corporation
(NASDAQ: EMMS) -- http://www.emmis.com/-- is a diversified media  
firm with radio broadcasting, television broadcasting and magazine
publishing operations.   Emmis owns 21 FM and 2 AM domestic radio
stations serving New York, Los Angeles and Chicago as well as St.
Louis, Austin, Indianapolis and Terre Haute, Ind.  In addition,
Emmis owns a radio network, international radio interests, two
television stations, regional and specialty magazines, an
interactive business and ancillary businesses in broadcast sales.

                          *     *     *

Emmis Communications Corporation's series A cumulative convertible
preferred debt carries Moody's Investors Service B2, LGD6 rating,
suggesting creditors will experience a 99% loss in the event of
defaults.  Emmis Communications also carries Moody's Ba3 PDR
rating.


ENCORE ACQUISITION: To Sell Oil & Natural Gas Assets for $300 Mil.
------------------------------------------------------------------
Encore Acquisition Company agreed to sell certain oil and natural
gas properties in the Mid-Continent to a private company for
$300 million, subject to customary closing conditions and purchase
price adjustments.  The sale was effective March 1, 2007 and is
expected to close during the second quarter of 2007.

Albrecht and Associates, Inc. marketed the assets for the company.

Encore plans to use the proceeds from the divestiture to pay down
debt on its revolving credit facility.

Headquartered in Fort Worth, Texas, Encore Acquisition Company
(NYSE: EAC) -- http://www.encoreacq.com/-- is an independent    
energy company engaged in the acquisition, development and
exploitation of North American oil and natural gas reserves.
Organized in 1998, Encore's oil and natural gas reserves are in
four core areas: the Cedar Creek Anticline of Montana and North
Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                          *     *     *

In January 2007, Standard & Poor's Ratings Services affirmed its
'BB-' corporate credit rating on oil and gas exploration and
production company Encore Acquisition Company.   The outlook is
negative.

On the same month, Moody's Investors Service placed Encore
Acquisition's Ba3 corporate family rating and all other existing
ratings on review for downgrade upon its announced $400 million
acquisition of Anadarko Petroleum's Big Horn Basin (northern Rocky
Mountains) assets.


ENERGY XXI: Moody's Junks Proposed $700 Million Bond Offering
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 Corporate Family Rating
and Probability of Default rating to Energy XXI Gulf Coast, Inc.  

Concurrently, Moody's also assigned a Caa2, LGD5 (72%) rating to
Energy XXI's proposed $700 million senior unsecured note offering
and assigned a speculative grade liquidity rating of SGL-3.  The
outlook is stable.

Simultaneously with the closing of the notes offering, Energy XXI
will amend and restate the credit facility to increase the
notional amount of senior secured revolver capacity from $300
million to $700 million ($450 million pro forma borrowing base).
Proceeds from the notes and the upsized revolver will be used to
fund the $419.5 million acquisition of Pogo Producing Company's
shelf GOM assets, to retire a $325 million second lien revolver
and to refinance Energy XXI's existing senior secured revolver.

The assigned ratings assume these transactions occur as expected
and are subject to a review of the final documents and terms. The
SGL-3 liquidity rating indicates adequate liquidity over the next
four quarters due to expected available bank borrowing capacity
under the senior secured credit facility and sufficient covenant
headroom.

"Energy XXI's high leverage combined with its operational,
liquidity and event risks are consistent with a Caa1 corporate
family rating," commented Pete Speer, Moody's Vice-
President/Senior Analyst. "Debt of $980 million on just over 20
million boe of proved developed producing reserves is historically
high leverage. While the management team's extensive experience
operating properties in the onshore Gulf Coast and Gulf of Mexico
shelf lends support to the rating, Energy XXI will need strong
operational execution combined with supportive commodity prices
and no adverse weather events in order to manage this debt load
and achieve competitive returns on its investments."

The Caa1 CFR reflects Energy XXI's small scale with pro forma
proved reserves of 58.4 mmboe, including the Pogo assets, and pro
forma production of 20,900 boe per day as of March 31, 2007. The
company also has $25/boe pro forma leverage on PD Reserves and
$48/boe on PDP reserves, which are near the highest leverage
levels among rated E&P's. Energy XXI's property portfolio is
concentrated in the short-lived Gulf Coast and shallow GOM region
where only two fields comprise 59% of pro forma production and 42%
of reserves. The properties were acquired at prices that appear
reasonable in the current environment but are high from a
historical perspective. The acquired properties have long
production histories and appear to have near term exploitation
opportunities that could benefit from management's experience in
this region.

With a high investment basis and heavy debt burden, Energy XXI
will need to achieve its production growth and cost targets
combined with commodity prices that are stable to increasing in
order to achieve competitive returns on its investments. This
reliance on high commodity prices requires an extensive hedging
strategy that somewhat mitigates the company's vulnerability to
short-term commodity price declines but magnifies its production
interruption risks in this hurricane prone region. This high
leverage also requires tight management of liquidity. Moody's
expects Energy XXI to continue making acquisitions to increase its
scale and be a consolidator in the GOM region.

The stable outlook is based on an expectation of generally
supportive commodity prices for the remainder of 2007 and that
Energy XXI will achieve its near term production growth targets
and keep its unit operating costs in line with forecasts. Energy
XXI's free cash flow is expected to be relatively small or
negative over the next year or so, thus there is limited
opportunity for meaningful de-leveraging and positive ratings
momentum in the near term through organic means. If the company
were to materially decrease debt through an equity offering or a
largely equity funded acquisition and reduce debt/PD into the mid
teens range, a positive outlook or ratings upgrade could result
depending on the commodity price environment and the company's
operating results at that time.

The ratings could be pressured if Energy XXI:

   -- falls significantly short of its production targets;

   -- fails to organically replace reserves at competitive
      costs;

   -- completes another major debt funded acquisition that
      further increases its leverage measures; and/or

   -- is unable to maintain adequate amounts of liquidity.

Energy XXI Gulf Coast, Inc. is an independent exploration and
production company based in Houston, Texas and is an indirect
wholly owned subsidiary of Energy XXI (Bermuda) Limited.


EVERGREEN HOMES: Wants to Use Cash Collateral on an Interim Basis
-----------------------------------------------------------------
Evergreen Homes LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio for authority
to continue using the cash collateral securing repayment of its
obligations to Capital Crossing on an interim basis.

Capital Crossing is a division of Lehman Brothers Bank FSB and an
assignee of FirstMerit Bank N.A.

The Debtors and FirstMerit Bank had entered into certain loan
arrangements evidenced by:

   a. promissory note providing Line of Credit in the original
      principal amount of $2,000,000 with an approximate balance
      of $1,253,474;

   b. line of credit for land contract properties with an
      approximate balance of $363,000.

The Lender claims that the amount due under the Loan Documents as
of April 29, 2007 is approximately $1,616,474.

The Debtors tell the Court that they need the cash collateral to
pay for all necessary postpetition operating expenses including
wages, taxes, utilities, and other normal and necessary operating
expenses of its business operation.

As adequate protection, the Debtor grants Capital Crossing first
priority security interest in the Debtor's postpetition assets,
including accounts receivable, inventory and equipment, as well as
the products and proceeds.

Headquartered in Akron, Ohio, Evergreen Homes LLC is an urban
residential developer.  The company and its debtor-affilates filed
for Chapter 11 protection on April 29, 2007 (Bankr. N.D. Ohio Case
Nos. 07-51261 to 07-51263).  Howard E. Mentzer, Esq., respresents
the Debtors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $1 million and
$100 million.


EXCO RESOURCES: Incurs $87.7 Million Net Loss in First Qtr. 2007
----------------------------------------------------------------
EXCO Resources Inc. reported a net loss of $87.7 million for the
three months ended March 31, 2007, as compared with net income of
$37.2 million for the quarter ended March 31, 2006.  Total
revenues and other income for the first quarter 2007 were
$28.5 million, as compared with $112.8 million for the first
quarter 2006.

Oil and natural gas revenues, before the impact of derivative
financial instruments increased from $69.7 million to
$117.8 million, an increase of 68.9%, for the three months ended
March 31, 2006 and 2007, respectively.  

For the three months ended March 31, 2006, the company recognized
gains from its derivative financial instruments of $40.8 million,
of which $43.6 million was unrealized.  For the three months ended
March 31, 2007, the company incurred losses on its derivative
financial instruments of $96 million, representing income from
cash settlements of $32.1 million and $128.1 million of unrealized
losses.

At March 31, 2007, the company had total assets of $5.2 billion,
total liabilities of $4.1 billion, and total stockholders' equity
of $1.1 billion.  Retained earnings at March 31, 2007, were
$66.5 million, as compared with $155.3 million at Dec. 31, 2006.

                 Capital Resources and Commitments

As of May 10, 2007, the aggregate of the company's credit
facilities total a $2.2 billion borrowing base.  On March 30,
2007, the company issued 200,000 shares of preferred stock for
$2 billion in cash in connection with the Vernon Acquisition.  Net
cash provided by operating activities was $32.6 million for the
three months ended March 31, 2007, which is attributable primarily
to the non-cash change in fair value of the company's derivatives
of $128.1 million.  At March 31, 2007, cash and cash equivalents
balance was $169.7 million, an increase of $146.9 million from
Dec. 31, 2006, primarily as a result of proceeds from the sale of
the company's Wattenberg fields.  On Jan. 16, 2007, the company
made an interest payment on its 7-1/4% senior notes in the amount
of $16.1 million.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f5f

                Acquisition and Disposal of Assets

On March 30, 2007, the company completed a private placement of an
aggregate of $390 million of 7% Cumulative Convertible Perpetual
Preferred Stock and $1.61 billion of Hybrid Preferred Stock to
accredited investors pursuant to the terms and conditions of a
Preferred Stock Purchase Agreement dated March 28, 2007.  

The purchase price for each share was $10,000, which equals the
liquidation preference per share on March 30, 2007.  The net
proceeds of the Private Placement were used to fund the purchase
price of about $1.5 billion for the Vernon Acquisition and to
repay certain outstanding indebtedness.

On March 30, 2007, EXCO Partners Operating Partnership LP, a
wholly owned subsidiary of EXCO Partners LP, completed the
purchase of substantially all of the oil and gas properties and
related assets related to the Vernon and Ansley Fields located in
Jackson Parish, Louisiana from entities affiliated with Anadarko
for about $1.5 billion in cash, net of preliminary purchase price
adjustments.

Effective May 2, 2007, the company completed the purchase of oil
and natural gas properties and related assets, including
derivative financial instruments in respect of a significant
portion of estimated production for 2007, 2008 and 2009 from
entities affiliated with Anadarko in multiple fields primarily
located in Oklahoma, Texas and Louisiana for about $748.9 million
in cash, net of preliminary purchase price adjustments.

Effective May 8, 2007, the company completed the sale of oil and
natural gas properties and related assets in multiple fields
primarily located in South Texas and South Louisiana to an entity
affiliated with Crimson Exploration Inc. for an aggregate sale
price of $245.4 million in cash, net of preliminary purchase price
adjustments, and 750,000 shares of Crimson's common stock.

                       About EXCO Resources

Headquartered in Dallas, Texas, EXCO Resources Inc. (NYSE: XCO)
-- http://www.excoresources.com/-- is an oil and natural gas  
acquisition, exploitation, development and production company,
with principal operations in Texas, Louisiana, Ohio, Oklahoma,
Pennsylvania and West Virginia.

                          *     *     *

Moody's Investors Service's assigned 'B2' on EXCO Resources,
Inc.'s long-tern corporate family rating and probability of
default rating.

Standard and Poor's assigned a 'B' rating on its long-term foreign
and local issuer credit rating.


FAIRFAX FINANCIAL: Fitch Rates $464 Million Senior Notes at B+
--------------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to Fairfax Financial
Holdings Limited's $464 million issue of unsecured senior notes
due 2022.  Fitch has also affirmed Fairfax's 'BB-' Issuer Default
Rating and 'B+' senior unsecured debt rating.  The Rating Outlook
is Stable.  The ratings of Fairfax's other holding company and
insurance company subsidiaries are not affected by this action.

The offering proceeds are expected to be used to purchase
Fairfax's $464 million 7.75% senior notes due April 15, 2012.  The
company's debt to total capital ratio of about 34% at
March 31, 2007, is expected to remain essentially unchanged
following the debt exchange.

Fitch assigns this rating with a Stable Rating Outlook:

   Fairfax Financial Holdings Limited

     -- $464 million unsecured due 2022 'B+'.

Fitch affirms these ratings with a Stable Rating Outlook:

   Fairfax Financial Holdings Limited

     -- Issuer Default Rating 'BB-';
     -- $62 million unsecured due April 15, 2008 'B+';
     -- $464 million unsecured due April 15, 2012 'B+';
     -- $100 million unsecured due Oct. 1, 2015 'B+';
     -- $184 million unsecured due April 15, 2018 'B+';
     -- $92 million unsecured due April 15, 2026 'B+';
     -- $91 million unsecured due July 15, 2037 'B+';
     -- $135 million convertible due July 15, 2023 'B+'.

These ratings remain unchanged by Fitch:

   Fairfax, Inc.

     -- Issuer Default Rating 'BB-';
     
   Odyssey Re Holdings Corp.

     -- Issuer Default Rating 'BBB-';
     -- $50 million series A unsecured due March 15, 2021 'BB+';
     -- $50 million series B unsecured due March 15, 2016 'BB+';
     -- $40 million series C unsecured due Dec. 15, 2021 'BB+';
     -- $24 million convertible due June 22, 2022 'BB+';
     -- $225 million unsecured due Nov. 1, 2013 'BB+';
     -- $125 million unsecured due May 1, 2015 'BB+';
     -- $50 million series A preferred shares 'BB';
     -- $50 million series B preferred shares 'BB'.

   Odyssey Re Group:

   Odyssey America Reinsurance Corporation
   Clearwater Insurance Company

     -- Insurer financial strength 'BBB+'.

   TIG Holdings, Inc.

     --Issuer Default Rating 'BB-';
     --TIG Capital Trust I $18 million trust preferred stock due        
       2027 'B'.

   TIG Insurance Group:
   TIG Indemnity Company
   TIG Insurance Company
   TIG Specialty Insurance Company

     -- Insurer financial strength 'BB+'.

   Crum & Forster Holdings Corp.

     -- Issuer Default Rating 'BB-';
     -- $300 million unsecured due June 15, 2013 'B+';
     -- $330 million unsecured due May 1, 2017 'B+'.

   Crum & Forster Insurance Group:
   Crum & Forster Insurance Company
   Crum & Forster Indemnity Company
   The North River Insurance Company
   United States Fire Insurance Company

     -- Insurer financial strength 'BBB-'.

   Northbridge Financial Insurance Group:
   Commonwealth Insurance Company
   Commonwealth Insurance Company of America
   Federated Insurance Company of Canada
   Lombard General Insurance Company of Canada
   Lombard Insurance Company
   Markel Insurance Company of Canada
   Zenith Insurance Co. (Canada)

     -- Insurer financial strength 'BBB'.

                    About Fairfax Financial

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

The company's U.S. subsidiary, Crum & Forster --
http://www.cfins.com/-- is based in Morristown, New Jersey.  Crum  
& Forster is a commercial property and casualty insurance company
that writes a broad range of commercial coverages.  Its subsidiary
Seneca Insurance provides property and casualty insurance to small
businesses and certain specialty coverages.  The company also has
subsidiaries in Hong Kong through Falcon Insurance and Singapore
through First Capital.

Cunningham Lindsey Group Inc. --
http://www.cunninghamlindseygroup.com/-- of which Fairfax has an   
81% interest in provides a wide range of independent insurance
claims services, including claims adjusting, appraisal and claims
and risk management services, through a worldwide network of
branches in Canada, the United States, the United Kingdom,
continental Europe, the Far East, Latin America and the Middle
East.


FASTENTECH INC: Moody's Withdraws Ratings After Takeover
--------------------------------------------------------
Moody's Investors Service withdrew all ratings on FastenTech Inc.
at the company's request following the announcement that
Doncasters Group Ltd, a UK-based engineering group completed the
acquisition of FastenTech.  All rated debt is being redeemed.

The following ratings were withdrawn:

   -- B1 Corporate Family Rating
   -- B1 Probability of Default Rating
   -- Ba2 senior secured revolver due 2010
   -- B3 senior subordinated notes due 2011

FastenTech, based in Minneapolis, Minnesota, is a privately held
manufacturer of specialty fasteners and fastener systems in the
US. Revenues for the year ended September 30, 2006 were
approximately $409 million.


FREMONT HOME: Moody's Cuts Low-B Ratings on Three Note Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded three classes and
confirmed one class issued by two Fremont Home Loan Trust deals in
2005. Also, Moody's has placed under review for possible downgrade
three classes issued by Fremont Home Loan Trust
2006-B.

The transactions are backed by first and second lien adjustable
and fixed-rate mortgage loans originated by Fremont Investment &
Loan.  The projected pipeline loss has increased over the past few
months and is expected to significantly affect the credit support
for these certificates.  The downgrades and the review action are
driven by the fact that the bonds' current credit enhancement
levels, including excess spread, are too low compared to the
current projected loss numbers for the existing ratings.

The complete rating actions are:

* Fremont Home Loan Trust 2005-1

   -- Class M-9, confirmed at Baa3;
   -- Class B-1, downgraded from Ba1 to Ba3;
   -- Class B-2, downgraded from Ba2 to B3;

* Fremont Home Loan Trust 2005-B

   -- Class M-11, downgraded from Ba1 to B2

* Fremont Home Loan Trust 2006-B

   -- Class M-9, current rating Baa3, under review for possible
      downgrade;

   -- Class M-10, current rating Ba1, under review for possible
      downgrade;

   -- Class M-11, current rating Ba2, under review for possible
      downgrade;


GENERAL MOTORS: To Invest $63 Mil. in Saginaw Metal Casting Ops
---------------------------------------------------------------
General Motors Corp. will invest $63 million in its casting plant
in Saginaw, Michigan, to produce cylinder heads for 3.6-liter
high-feature V-6 engines by utilizing a new semi-permanent mold
process.

The investment includes plant renovation and installation of new
tooling and machinery to support the new casting process.  
Construction is slated to begin in the spring of 2009, and
targeted for completion in January 2011.  The project will retain
about 130 hourly employees.

"This investment would not be possible without the involvement of
employees at this facility, who have dedicated themselves to
improving the quality of our products and the efficiency of the
operations here at Saginaw Metal Casting Operations," Arvin Jones,
GM Powertrain manufacturing manager for castings and components,
said.  "Their efforts have contributed to GM's competitiveness and
our turnaround in North America."

The GM Powertrain Saginaw Metal Casting Operations management, UAW
Local 668 and IAM Local 2839 leadership successfully negotiated
competitive operating agreements that improve operational
effectiveness.  The agreements also address processes and methods
to improve production quality and safety of the operations.

"On behalf of GM, I commend the United Auto Workers, UAW Local
668, IAM Local 2839 and Michigan 's leaders on the state and local
levels.  Working together we were able to build a competitive
business case to support this investment in Michigan.  The
$63 million investment brings GM Powertrain's total Michigan
investments in the past year to more than half a billion dollars,"
Mr. Jones said.

"GM's continued investment in its Michigan manufacturing
facilities is good news for Michigan jobs," Governor Jennifer
Granholm said.  "The cutting-edge technology that's going into
this facility not only solidifies the plant's future in Saginaw,
it's symbolic of the kind of high-tech, advanced automotive
manufacturing that can help grow jobs in Michigan tomorrow."

The semi-permanent mold process, considered to be the most
reliable process for casting cylinder heads, utilizes a water-
cooling process to produce a high integrity microstructure,
thereby increasing the material strength.  The 3.6-liter high
feature V-6 engine has applications in the GMC Acadia, Saturn
Outlook and Buick Enclave.

GM's Powertrain Saginaw Metal Casting Operations facility opened
in 1918, and is General Motors' largest aluminum producing
facility.  Notably, the new semi-permanent mold process becomes
the fourth method for casting aluminum at SMCO.  The plant employs
924 hourly and 167 salaried workers and has an annual payroll of
$100 million. In 2006, more than 421,646 aluminum engine blocks
and 1,872,336 aluminum engine cylinder heads were produced at the
facility.  Aluminum blocks and heads manufactured at SMCO are used
in the Vortec 4200 I-6 engines that power the Chevrolet
TrailBlazer and GMC Envoy; and the Vortec 4800, 5300, 6000 and
6200 V-8 engines that power GM's fullsize SUVs and pickups such as
the Chevrolet Tahoe, Suburban, Avalanche and Silverado; GMC Yukon,
Yukon XL and Sierra; and Cadillac Escalade, ESV and EXT.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the  
world's largest automaker and has been the global industry sales
leader for 76 years.  GM currently employs about 280,000 people
around the world.  GM manufactures its cars and trucks in 33
countries.  In 2006, nearly 9.1 million GM cars and trucks were
sold globally under these brands: Buick, Cadillac, Chevrolet, GMC,
GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.


GENERAL MOTORS: To Make $700MM in North American Exports to China
-----------------------------------------------------------------
General Motors Corp. and its Chinese joint venture, Shanghai
General Motors, signed an agreement, which includes the export of
U.S.-manufactured Cadillacs and automotive components valued at
$700 million.  GM's China operations have imported about
$3.5 billion worth of vehicles, components, equipment, and
machinery from North America over the past ten years.

At a contract signing ceremony witnessed by the Chinese Ministry
of Commerce on May 16, 2007, General Motors Corp. Vice President
of Global Public Policy and Government Relations Ken W. Cole
emphasized the importance of good economic and trade relations
between the United States and China for General Motors.

"GM's business relationship with China is a true partnership that
creates value for all parties including the state of Michigan, the
United States, and China," Mr. Cole said.  "The contract signing
is an important example of how this relationship is promoting
exports from the U.S., especially from Michigan."

The ceremony also comes at a significant time as GM's vehicle
sales in China will approach the one million annual level this
year.  In addition, GM and its Chinese partner, SAIC, will
celebrate the 10th anniversary of Shanghai General Motors and Pan
Asia Technical Automotive Center joint ventures that include
vehicle manufacturing, sales, after sales, automotive engineering
and design, and automotive financing.  Also, GM is celebrating its
5th anniversary of the founding of the mini-vehicle joint venture
in southwestern China, SAIC-GM-WULING.

These joint ventures alone offer 35 different vehicles -- ranging
from mini-cars and minivans to luxury sedans -- to Chinese
customers, with tremendous market success.  The GM China Group has
been profitable every year since 2001 and growth of the Chinese
vehicle market continues to be robust.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the  
world's largest automaker and has been the global industry sales
leader for 76 years.  GM currently employs about 280,000 people
around the world.  GM manufactures its cars and trucks in 33
countries.  In 2006, nearly 9.1 million GM cars and trucks were
sold globally under these brands: Buick, Cadillac, Chevrolet, GMC,
GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.


GEOEYE INC: Appoints Uyen Dinh as Government Affairs Sr. Director
-----------------------------------------------------------------
GeoEye Inc. appointed Uyen Dinh as senior director for Government
Affairs.  Ms. Dinh is responsible for the overall development and
execution of the company's legislative affairs and government
relations program.  

She was born in Saigon, Vietnam and immigrated with her family in
1975.  Ms. Dinh's career includes government and private practice
experience in antitrust law, and ten years of distinguished
service in the U.S. House of Representatives.  Prior to joining
GeoEye, Ms. Dinh served as the chief counsel for the U.S. House of
Representatives Permanent Select Committee on Intelligence.  She
has also served as counsel for the House Armed Services Committee,
as counsel for the House Government Reform Committee, and as
legislative counsel for Representative Tom Davis.  

Ms. Dinh holds a Juris Doctor degree from The Catholic University
of America in Washington, DC and is a member of the Virginia State
Bar.  She is also the founder and director of Empress Productions,
a Vietnamese performing arts organization, and remains active in
other Asian-American community activities.

"The company is pleased to have Uyen join Geoeye's government
affairs team.  She brings a wealth of government relations,
private practice and accomplished community leadership experience
to the company," Dennis Jones, GeoEye's vice president of business
development and government affairs, said.  "Uyen's congressional
expertise will further cement GeoEye's commitment to extensively
and responsively meet the needs of the company's Federal
government customers."

                        About GeoEye Inc.

Headquartered in Dulles, Virginia, GeoEye (Nasdaq: GEOY) --
http://www.geoeye.com/-- is a commercial imaging satellites
operator.  GeoEye was a result of ORBIMAGE's acquisition of Space
Imaging in January 2006.  The company provides geospatial data,
information and value-added products for the national security
community, strategic partners, resellers and commercial customers.
GeoEye operates three Earth imaging satellites: OrbView-2,
OrbView-3 and IKONOS and possesses a network of regional ground
stations, a robust image archive, and geospatial imagery
processing capabilities.

GeoEye is currently building its next-generation commercial
satellite imaging system, GeoEye-1, which will provide a ground
resolution of 0.41-meter panchromatic and 1.65-meter multispectral
or color imagery.  The launch of GeoEye-1 is slated for later in
2007 from the Vandenberg Air Force Base in California.

                          *     *     *

Geoeye Inc.'s 14.8668% Senior Secured Floating Rate Notes due 2012
carry Standard & Poor's B- rating.


GOODYEAR TIRE: Prices 22.7MM Equities Offering at $33 Per Share
---------------------------------------------------------------
The Goodyear Tire & Rubber Company's public offering of 22,727,272
shares of its common stock was priced at $33 per share.  In
addition, Goodyear has granted the underwriters a 30-day option to
purchase up to an additional 3,409,091 shares of its common stock
to cover any over-allotments.  The offering is expected to close
on May 22, 2007.

Net proceeds from this offering, after deducting underwriting
discounts and commissions, are expected to be approximately
$725 million, or $834 million if the underwriters exercise their
over-allotment option in full.

Goodyear intends to use the net proceeds from the offering to
redeem approximately $175 million in principal amount of its
outstanding 8.625% senior notes due in 2011 and approximately
$140 million in principal amount of its outstanding 9% senior
notes due in 2015.  The company expects to use the remaining net
proceeds of the offering for general corporate purposes, which may
include, among other things, investments in growth initiatives
within the company's core tire businesses and the repayment of
additional debt.

Deutsche Bank Securities, Citi and Goldman, Sachs & Co. served as
joint book-running managers of the offering.

The offering of the common stock may be made only by means
of a prospectus supplement and the accompanying prospectus, copies
of which may be obtained from:

     1) Deutsche Bank Securities Prospectus Department
        100 Plaza One
        Jersey City, NJ 07311
        Telephone (800) 503-4611

     2) Citigroup Global Markets Inc.
        Brooklyn Army Terminal
        140 58th Street, 8th Floor
        Brooklyn, NY 11220
        Telephone (718) 765-6732

     3) Goldman, Sachs & Co.
        Prospectus Department
        85 Broad St.
        New York, NY 10004
        Telephone (212) 902-1171
        Fax (212) 902-9316

     4) Goodyear's Investor Relations Department
        1144 E. Market St.
        Akron, OH 44316
        Telephone (330) 796-3751

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest  
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear Tire has marketing operations in almost
every country around the world including Chile, Colombia,
Guatemala, Jamaica and Peru in Latin America.  Goodyear employs
more than 80,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Moody's Investors Service upgraded Goodyear Tire & Rubber
Company's Corporate Family Rating to Ba3 from B1 and maintained a
positive rating outlook.

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.


HARRAH'S ENTERTAINMENT: Earns $185.3 Million in First Quarter 2007
------------------------------------------------------------------
Harrah's Entertainment Inc. recorded a net income of
$185.3 million for the first quarter ended March 31, 2007, as
compared with a net income of $182.4 million for the first quarter
ended March 31, 2006.

Total revenues for the first quarter of 2007 were $2.6 billion,
consisting of $2.1 billion in casino revenues, $424.2 million in
food and beverage revenues, $346.3 million in room revenues,
$22.4 million in management fees, and $165.5 million in other
revenues, less $455.2 million in casino promotional allowance.  
Total revenues for the first quarter of 2006 were $2.3 billion.

At March 31, 2007, the company recorded total assets of
$22.5 billion, total liabilities of $16.2 billion, and minority
interest of $56.1 million, resulting in a total stockholders'
equity of $6.2 billion.

                  Liquidity and Capital Resources

The company's cash and cash equivalents totaled about
$745.5 million at March 31, 2007, as compared with $627.5 million
at March 31, 2006.  For the first three months of 2007 and 2006,
the company reported cash flows from operating activities of
$335.4 million and $306.1 million, respectively.

At March 31, 2007, $500 million, face amount, of the company's
7.125% Senior Notes due June 2007 and $250 million, face amount,
of its Floating Rate Senior Notes due February 2008, are
classified as long-term in its balance sheet because the company
has both the intent and the ability to refinance these notes.  The
majority of the company's debt is due in September 2008 and
beyond.

As of March 31, 2007, the company's credit facilities provide for
up to $5 billion in borrowings, maturing on April 25, 2011.  On
Feb. 14, 2007, the company entered into an Additional Credit
Agreement that provides for a term loan of $1.1 billion and
revolving advances of $1.1 billion, totaling an aggregate
principal amount of $2.2 billion, maturing Feb. 14, 2010.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f54

The company's first quarter highlights include:

     -- The acquisition of the Barbary Coast, giving the company
        control of three of the four corners of Las Vegas
        Boulevard and Flamingo Road, and re-branded the casino
        "Bill's Gamblin' Hall & Saloon" in honor of the company's
        late founder, William F. Harrah.

     -- For the fourth consecutive year, Institutional Investor
        magazine named Harrah's Entertainment chairman, president
        and chief executive officer Gary Loveman, the "Best CEO"
        in the gaming and lodging industry.    

     -- Harrah's disclosure to launch the World Series of Poker
        Europe at London Clubs International Limited properties in
        the U.K. in September.

     -- On April 5, 2007, at a special meeting, Harrah's
        stockholders approved the $90 per share all-cash offer by
        affiliates of TPG, formerly Texas Pacific Group, and
        Apollo Management L.P. to acquire the company.  The
        transaction is expected to close by year-end, pending
        receipt of regulatory approvals and other customary
        closing conditions.  Harrah's Entertainment will be the
        surviving corporation and a wholly owned subsidiary of an
        entity controlled by TPG and Apollo.  Once the merger is
        completed, the company's stock will no longer be publicly
        traded.

                   About Harrah's Entertainment

Harrah's Entertainment Inc. (NYSE: HET) -- http://www.harrahs.com/
-- is a provider of branded casino entertainment.  The company's
properties operate primarily under the Harrah's, Caesars and
Horseshoe brand names; Harrah's also owns the London Clubs
International family of casinos.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Fitch Ratings may downgrade Harrah's Entertainment Inc.'s Issuer
Default Rating into the 'B' category from its current 'BB+' rating
based on the planned capital structure for its leveraged buyout by
Apollo Management and Texas Pacific Group, which was outlined in
its preliminary proxy statement.


HELIOS FINANCE: Moody's Puts Low-B Ratings to Three Note Classes
----------------------------------------------------------------
Moody's Investors Service assigned definitive ratings in a
synthetic auto loan transaction sponsored by Wachovia Bank, N.A.
Definitive ratings of Baa3, Ba2, B1 and B3 are assigned to four
classes of fixed rate credit-linked notes (the Notes) issued by
HELIOS Finance Limited Partnership 2007-S1 and HELIOS Finance
Corporation 2007-S1 as co-issuers.

Additionally, definitive ratings of Aaa, Aa1 and A1 are assigned
to three classes of risk positions retained by Wachovia Bank.
Wachovia Bank is also retaining the first-loss risk position. The
transaction relates to a reference portfolio of auto loans
totaling $6.23 billion for which Wachovia Bank is Master Servicer
and Wachovia Dealer Services, Inc. is originator and subservicer.  
The Notes were issued in connection with a credit default swap
tied to the reference portfolio, under which Wachovia Bank is the
protected party.

The complete rating actions are:

* Co-Issuers: HELIOS Finance Limited Partnership 2007-S1 and
               HELIOS Finance Corporation 2007-S1

   -- Credit-Linked Notes, Series 2007-S1
   -- $249,412,000 Class B-1 Notes, rated Baa3
   -- $93,529,000 Class B-2 Notes, rated Ba2
   -- $93,529,000 Class B-3 Notes, rated B1
   -- $19,953,000 Class B-4 Notes, rated B3

Retained Risk Positions

   -- $4,988,237,000 Class A-1 Risk Position, rated Aaa
   -- $249,412,000 Class A-2 Risk Position, rated Aa1
   -- $249,412,000 Class A-3 Risk Position, rated A1

The notes were offered in privately negotiated transactions
without registration under the 1933 Act.

The issuance was designed to permit resale of the notes under Rule
144A and for the Class B-1 notes only, resale under Reg S.

No securities relating to the retained risk positions were issued,
offered or sold.


HORIZON GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Horizon Group of New England, Inc.
        fdba Horizon Roofing and Sheet Metal, Inc.
        122 Old Karner Road
        Albany, NY 12205

Bankruptcy Case No.: 07-11394

Type of Business: The Debtor provides construction services.
                  See http://www.hgne.com/

Chapter 11 Petition Date: May 16, 2007

Court: Northern District of New York

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Richard H. Weiskopf, Esq.
                  O'Connell & Aronowitz, P.C.
                  54 State Street, 9th Floor
                  Albany, NY 12207
                  Tel: (518) 462-5601

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
T.D. Bank North                                        $975,000
1 Old Loudon Road
Latham, NY 12110

Field Turf, U.S.A.                                     $191,984
8085 Montview Road
Montreal, Quebec H4P2L

N.Y.S. Department of Labor                             $175,000
W.A. Harriman Campus
Albany, NY 12223

Pit Bull                                               $164,768

High Concrete                                          $130,406

Swing Staging                                          $127,891

Hertz Equipment Rental                                 $119,336

City of County Paving                                  $116,786

Churchgate Security                                    $109,461

Kenco                                                   $98,987

A.E.P. Span                                             $98,360

United Rentals                                          $84,527

Global Environmental                                    $81,878

Nuez Electric, Inc.                                     $70,000

Interstate Materials                                    $69,900

Ockman & Borden Associates                              $56,561

Adam Ross Cut Stone, Inc.                               $54,001

A.G.S. Systems Associates, Inc.                         $48,300

N.E.S. Rentals                                          $45,752

Scaffolding One, Inc.                                   $36,222


INFOR GLOBAL: Workbrain Purchase Cues Moody's to Hold B3 Rating
---------------------------------------------------------------
Moody's affirmed Infor Global Solutions Holdings Ltd.'s B3
corporate family rating following its recent acquisition
announcements and updated the company's individual debt ratings
reflecting the addition of $225 million in new debt.

The new debt will be used as financing for the recently announced
agreements to acquire Workbrain Corporation and Hansen Information
Technologies.  The transactions will increase Infor's existing
first lien term loan rated B1 an additional $72.5 million to
approximately $2.7 billion and increase its second lien term loan
rated Caa2 an additional $152.5 million to approximately $1.6
billion.  The debt instrument ratings remain unchanged.  The
outlook is stable.

These ratings will be updated upon close of the transactions:

   -- $150 million Senior Secured Revolving Credit Facility due
      2012, B1, LGD2, 28%

   -- $2.7 billion Senior Secured First Lien due 2012, B1, LGD2,
      28%

   -- $1.6 billion Senior Secured Second Lien due 2014, Caa2,
      LGD5, 80%

Infor's B3 corporate family rating continues to reflect the
company's ongoing integration challenges in connection with
several previous much larger acquisitions, SSA Global, Extensity
and Systems Union, and its high pro forma leverage which
management estimates at 6.8x debt to EBITDA for last twelve months
ending February 28, 2007. The company is positioned towards the
lower end of the B3 rating category due to the pace of
acquisitions and the substantially reduced financial flexibility
resulting from the very high leverage and lack of detailed or
audited financial statements.

Infor Global Solutions Holdings Ltd., headquartered in Alpharetta,
Georgia and a Cayman Islands exempted company, is a global
provider of financial and enterprise applications software.


INT'L RECTIFIER: Reporting Delay Cues Fitch to Watch Ratings
------------------------------------------------------------
Fitch Ratings has placed International Rectifier Corp.
(NYSE: IRF) on Rating Watch Negative following the company's
announcement that it will not meet U.S. Securities and Exchange
Commission financial reporting requirements due to an ongoing
investigation into accounting irregularities relating to premature
revenue recognition at one of IR's foreign subsidiaries.

These ratings are placed on Rating Watch Negative:

     -- Issuer Default Rating of 'BB';
     -- Senior secured bank credit facility rating of 'BB+';
     -- Subordinated debt rating of 'BB-'.

International Rectifier has disclosed that, as a result of
accounting irregularities, the company's reported financial
results for the preceding eight quarters and the fiscal years
ended June 30, 2006, and June 30, 2005, are not reliable and may
require restating.  The accounting irregularities specifically
related to unsubstantiated orders, resulted in recording sales
with no associated customer obligations and shipping products to
warehouses not in the company's logistical system.  While these
activities have been discontinued, the investigation into the
extent of potential restatements of past operating results is
ongoing.  Pending the conclusion of the investigation,
International Rectifier has obtained amendments to its credit
facilities, pursuant to which the company will not be considered
in default for failing to meet its reporting requirements or
certain representations and warranties.  Fitch anticipates
resolving the Rating Watch upon International Rectifier concluding
the investigation, quantifying the impact to its financial reports
of the aforementioned relevant periods, and filing its 10Q for the
fiscal third quarter ended March 31, 2007. Material restatements
could result in negative rating actions.

Fitch believes the company's ability to draw down on its $150
million senior secured revolving credit facility expiring 2011 may
be limited until financial reporting requirements have been met.  
Nonetheless, Fitch believes International Rectifier's liquidity
position remains sufficient and supported by:

      i) approximately $1.1 billion of cash and cash equivalents,
         including investments in securities with long-term
         maturities, and

     ii) approximately $290 million of gross proceeds from the
         recent divestiture of its Power Systems Group.

Fitch expects annual free cash flow will be limited over the next
two years due to heightened capital spending.  As of Dec. 31,
2006, total debt consisted of the $550 million 4.25% convertible
subordinated notes due July 2007, which Fitch believes will be
repaid with available cash balances at maturity, and approximately
$88 million of foreign bank loans.

Headquartered in El Segundo, Calif., International Rectifier
Corporation (NYSE:IRF) -- http://www.irf.com/-- provides   
enabling technologies for products that work smarter, run
cooler, and raise the world's productivity-per-watt.  It has
manufacturing facilities in the U.S., Mexico, United Kingdom,
Germany and Italy; and has subsidiaries in Japan and Singapore.


INTERSTATE BAKERIES: Asks Court to Extend Plan Filing to October 5
------------------------------------------------------------------
Interstate Bakeries and its debtor affiliates ask the United
States Bankruptcy Court for the Western District of
Missouri to further extend their exclusive periods to:

    (a) file a plan of reorganization through Oct. 5, 2007; and

    (b) file and solicit acceptances of that plan through
        Dec. 5, 2007.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that since Sept. 22, 2004, the
Debtors have introduced new products, have sold more than
$100,000,000 of non-core assets, resolved over 9,000 claims,
addressed SEC filing and Sarbanes-Oxley compliance issues, and
negotiated agreements in principle with respect to approximately
315 collective bargaining agreements.  Mr. Ivester notes that
these were accomplished in the face of unprecedented commodity
price increases for packaging materials, ingredients, fuel and
other energy costs.

In addition, Mr. Ivester says, after intense negotiations and
numerous court appearances regarding the new composition of the
Debtors' board of directors, the Debtors, the Official Committee
of Equity Security Holders, the Official Committee of Unsecured
Creditors, and the prepetition secured lender steering group
agreed to a compromise leading to a new seven member-board of
directors for Interstate Bakeries Corporation.  During this
period, the Debtors and the Key Constituents were also closely
working to find a permanent chief executive officer, which led to
the designation of Craig D. Jung as the consensus candidate to
replace the interim chief executive officer, Tony Alvarez.

In conjunction with Mr. Jung's employment, the Debtors sought and
obtained an extension of the DIP Financing Facility's maturity
date until Feb. 8, 2008, so that the Debtors had adequate
financing until Mr. Jung became familiar with the company and
developed a long-term business plan, Mr. Ivester explains.  In
offering their support for the extension of the DIP Financing
Facility, the Key Constituents recognized that the Debtors would
need to continue to negotiate additional long-term extensions
with the unions to refine their business plan, to complete the
valuation analysis, and to explore exit financing alternatives to
develop a feasible plan of reorganization.

Mr. Ivester assures the Court that under the leadership of the
new board and Mr. Jung, the Debtors are well on the way to the
development of a five-year business plan.  The Debtors are on
track to present the Business Plan to the Key Constituents by
July 1, 2007, pursuant to a Court order.

Moreover, Mr. Ivester continues, Mr. Jung has retained expert
advisors to analyze the Debtors' path to market and sales
management capability and to evaluate manufacturing efficiencies
and supply chain issues.  It is hoped that the Business Plan will
in turn engender the negotiations for a plan of reorganization,
which will clearly take time beyond the current June 2, 2007,
exclusive plan filing period, Mr. Ivester says.

According to Mr. Ivester, Mr. Jung, along with the Debtors'
management, their professionals, and the Key Constituents are
cognizant of the need to formulate and propose a plan as soon as
possible, so the Debtors are requesting additional time to
provide them with an opportunity to present their Business Plan
and work with all of their constituents to formulate a plan of
reorganization that is feasible and sustainable.

Given these circumstances, the Debtors' request to extend their
Exclusive Periods is justified, Mr. Ivester tells the Hon. Judge
Jerry W. Venters.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.  

The company and seven of its debtor-affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014)
in total debts. The Debtors' exclusive period to file a
chapter 11 plan expires on June 2, 2007.  (Interstate Bakeries
Bankruptcy News, Issue No. 61; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


INTERSTATE OPERATING: S&P Rates Amended Credit Facility at B
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to the proposed amended and restated $200 million first-
lien senior secured credit facility of Interstate Operating Co.
L.P.

The loan is rated 'B' with a recovery rating of '2', indicating
the expectation for substantial (80%-100%) recovery of principal
in the event of a payment default.
     
Interstate Operating Co. L.P. is the borrower under the senior
secured credit facility, which, with the proposed amendment, would
consist of an $85 million revolving credit facility due 2010 and
$115 million term loan due 2010.  The total facility will be
increased by $75 million to $200 million, consisting of an
increase of $25 million in the revolver and $50 million in the
term loan.  In addition, Interstate is adding an incremental term
loan basket of $75 million for future acquisitions, which is not
currently committed.  As a result, the incremental term loan is
not currently included in Standard & Poor's recovery calculation.
Interstate is using the proceeds from the increased facility to
fund its acquisition of the Westin Atlanta Airport Hotel for
$74 million and an additional $18 million for major renovations at
the property.
     
The corporate credit rating on Interstate Hotels & Resorts is 'B'
and the rating outlook is stable.  The 'B' rating reflects the
company's niche position in the lodging industry as an independent
hotel management company; generally less-favorable management
contract terms than for major brand owners; exposure to properties
owned by Blackstone Group, which owns 17% of the hotels managed
by Interstate; and an expected active growth strategy.

Ratings List

Interstate Hotels & Resorts Inc.

Corporate Credit Rating          B/Stable/--


New Ratings

Interstate Operating Co. L.P.

Secured Loan                     B (Recovery Rtg: 2)


J.P. MORGAN: Fitch Holds Rating on $38 Mil. Mortgage Certificates
-----------------------------------------------------------------
Fitch affirms J.P. Morgan Chase Commercial Mortgage Securities
Corp., Series 2004-C3, commercial mortgage pass-through
certificates:

    -- $36.1 million class A-1 at 'AAA';
    -- $175.4 million class A-1A at 'AAA';
    -- $154.7 million class A-2 at 'AAA';
    -- $235.8 million class A-3 at 'AAA';
    -- $166.1 million class A-4 at 'AAA';
    -- $421.4 million class A-5 at 'AAA';
    -- $87.2 million class A-J at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA';
    -- $43.6 million class B at 'AA';
    -- $13.3 million class C at 'AA-';
    -- $13.3 million class D at 'A+';
    -- $15.2 million class E at 'A';
    -- $15.2 million class F at 'A-';
    -- $18.9 million class G at 'BBB+';
    -- $15.2 million class H at 'BBB';
    -- $20.9 million class J at 'BBB-';
    -- $7.6 million class K at 'BB+';
    -- $5.7 million class L at 'BB';
    -- $9.5 million class M at 'BB-';
    -- $3.8 million class N at 'B+';
    -- $5.7 million class P at 'B';
    -- $5.7 million class Q at 'B-'.

Fitch does not rate the $22.8 million class NR.

The rating affirmations reflect the transaction's stable
performance and minimal paydown since issuance.  As of the April
2007 distribution date, the pool has paid down 1.6% to $1.49
billion from $1.51 billion at issuance.

There is one loan (0.9%) in special servicing.  The loan is
secured by a limited-service hotel located in New Orleans, LA. The
loan is current and expected to return to the master servicer in
May.


LENOX GROUP: Posts $13 Million Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
Lenox Group Inc. reported a net loss of $13 million for the first
quarter ended March 31, 2007, compared with a net loss of
$7.1 million for the first quarter of 2006.

Revenues for the first quarter were $86.4 million compared to
$90.8 million in the first quarter of 2006, largely reflecting a
$3.2 million decline in the company's Direct segment and a
$1.5 million decline in its Wholesale segment.

Contributing to the increase in the net loss during the first
quarter of 2007 were restructuring costs of $4.8 million and
executive management costs of $1.5 million, partially offset by a
separate $1.8 million after tax benefit as a result of the
expiration of the statute of limitations on certain tax positions
the company had previously taken.  The first quarter of 2006
benefited from certain purchase accounting adjustments to
inventory of $3.2 million.  Excluding the aforementioned items and
their related tax effect, the net loss for the first quarter of
2007 was $11 million compared to a net loss of $9.1 million.

Marc Pfefferle, interim chief executive officer said "As we
discussed in our call with investors two weeks ago, since the
beginning of the year, we have developed a new business plan and
have made substantial progress in implementing business
improvements based on that plan, including financial, operational
and organizational changes.  We are creating a brand-focused
organizational structure and positioning the Lenox Group portfolio
of brands for success by, among other things, reducing operating
costs, eliminating organizational inefficiencies and streamlining
processes.  Overall, our first quarter results were slightly
better than our plan, however, we clearly need to improve on them.
Our business improvement initiatives will have a greater impact as
the year progresses.  In 2007, we will be focusing on setting the
stage for the company's future growth and profitability.

                           Refinancing

On April 20, 2007, the company completed the refinancing of its
revolving credit and term loan facilities by entering into amended
and restated facilities totaling $275 million.  These facilities
consist of a $100 million term facility bearing interest at LIBOR
plus 4.5% and a revolving credit facility of up to $175 million
bearing interest at LIBOR plus an applicable margin ranging from
1.75% to 2.25%.

"These facilities provide us with the flexibility to finance the
company's ongoing operations.  The completed refinancing is an
important step in positioning the company to move forward with a
stable financial platform for sustained profitability with the
longer term financial flexibility needed to grow the business,"
said Pfefferle.

At March 31, 2007, the company's balance sheet showed
$366.4 million in total assets, $238.9 million in total
liabilities, and $127.5 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?1f45

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2007,
Deloitte & Touche, LLP, in Minneapolis, Minnesota, raised
substantial doubt about Lenox Group 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
auditing firm pointed to the company's difficulties in meeting its
loan agreement covenants and financing needs.

                       About Lenox Group

Based in Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX)
-- http://www.lenoxgroupinc.com/-- was formed on Sept. 1, 2005,  
when Department 56 Inc., a designer, wholesaler and retailer of
collectibles and giftware products purchased Lenox Inc., a
designer, manufacturer and marketer of fine china, dinnerware,
silverware, crystal, and giftware products.  The company sells its
products through wholesale customers who operate gift, specialty
and department store locations in the United States and Canada,
company-operated retail stores, and direct-to-the-consumer through
catalogs, direct mail, and the Internet.


LIBERTY MEDIA: Completes Buy of Atlanta Braves from Time Warner
---------------------------------------------------------------
Liberty Media Corporation and Time Warner Inc. completed a
transaction on May 16, 2007, in which Liberty exchanged
approximately 68.5 million shares of Time Warner common stock,
subject to a working capital adjustment, for a newly created
subsidiary of Time Warner which holds the Atlanta Braves, Time
Inc.'s Leisure Arts, Inc. and $960 million of cash.

Major League Baseball has approved the transaction.  The assets
held by the acquired subsidiary will be attributed to the Liberty
Capital Group.  Time Warner's acquisition of its stock from
Liberty essentially completes Time Warner's previously announced
$20 billion stock repurchase program.  Liberty has retained
approximately 103 million shares, or about 2.8% of Time Warner
common stock.

"We are pleased with the successful conversion of these Time
Warner shares as this transaction enhances our financial and
strategic flexibility," Liberty Chairman John Malone said.  "We
are pleased with the value created for our shareholders from our
ownership of Turner Broadcasting and Time Warner."

"Liberty Media is delighted to join with the Atlanta Braves
Baseball Club and their fan base and looks forward to the team
excelling as they have for the past fifteen years," Liberty
President and CEO Greg Maffei said.  "This transaction represents
another significant step in our transition to a focused operating
company."

"This transaction marks an important advance in our commitment to
deliver greater value to our shareholders," Time Warner Chairman
and CEO Dick Parsons said.  "It not only helps to streamline our
portfolio of assets as we focus on our core businesses, but also
enables us to effectively complete our $20 billion share
repurchase program.  With our thanks, we wish the people of the
Atlanta Braves and Leisure Arts the best in the future."

"Our Atlanta Braves colleagues have our sincere appreciation for
their tremendous contributions to our company, to Major League
Baseball and to the entire Atlanta community," Phil Kent, Chairman
and CEO, Turner Broadcasting System, Inc., said.  "We especially
salute Terry McGuirk, the Atlanta Braves Chairman and President
who once headed Turner Broadcasting, for his many years of service
to our company.  We will remain the Braves' biggest fans and great
believers in the organization's continued success."

"We're excited to move forward with Liberty's ownership and
continue to bring our fans more championship-caliber baseball and
experiences at Turner Field in the years ahead," Atlanta Braves
Chairman and CEO Terry McGuirk said.

                        About Time Warner

Time Warner Inc. is a media and entertainment company, whose
businesses include interactive services, cable systems, filmed
entertainment, television networks and publishing.

                       About Liberty Media

Based in Englewood, Colorado, Liberty Media Corporation
(NASDAQ: LINTA, LCAPA) -- http://www.libertymedia.com/-- is a   
holding company that owns controlling and non-controlling
interests in a broad range of video and on-line commerce, media,
communications and entertainment companies.  The company's more
significant operating subsidiaries are QVC Inc. and Starz
Entertainment LLC.  QVC markets and sells a wide variety of
consumer products in the United States and several foreign
countries, primarily by means of televised shopping programs on
the QVC networks and via the Internet through its domestic and
international websites.  Starz Entertainment provides premium
programming distributed by cable operators, direct-to-home
satellite providers, other distributors and via the Internet
throughout the United States.

                          *     *     *

Fitch Ratings assigned a BB long-term issuer default rating and a
BB senior unsecured debt rating to Liberty Media Corporation on
Dec. 22, 2006.


LSP-KENDALL: S&P Holds B Rating on $422 Million Senior Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on LSP-
Kendall Energy LLC's $422 million senior secured term loan B, and
removed the rating from CreditWatch with developing implications.  
The outlook is stable.
     
The rating action follows a similar action on Dynegy Holdings Inc.
(B/Stable/--), the guarantor of one of the project's critical
offtakers, Dynegy Power Marketing.
     
The Kendall facility is a nominal 1,160 MW (980 MW combined cycle
capacity and 180 MW duct-firing peaking capacity) four-unit gas-
fired plant in Minooka, Illinois, located approximately 30 miles
southwest of Chicago.
     
Earlier this year, LS Power Group's generation portfolio,
including the Kendall asset and all its contracts, was acquired by
Dynegy Inc.  This acquisition did not affect the rating on LSP-
Kendall Energy.


MARQUEE HOLDINGS: Fitch Affirms B Issuer Default Rating
-------------------------------------------------------
Fitch has affirmed the Issuer Default Ratings of Marquee Holdings
Inc. and its principal operating subsidiary AMC Entertainment,
Inc. at 'B'.  Approximately $1.7 billion in total debt is
affected.  The Rating Outlook is Stable.

   AMC

     -- Issuer Default Rating 'B';
     -- Senior secured credit facilities 'BB/RR1';
     -- Senior unsecured notes 'B/RR4';
     -- Senior subordinated notes 'CCC+/RR6'.

   Marquee

     -- Issuer Default Rating 'B';
     -- Senior discount notes 'CCC/RR6'.

Ratings are supported by AMC's critical mass and competitive
positioning as the second largest domestic movie exhibitor with a
major presence in urban markets and a leading market share in many
of the largest designated market areas -- DMAs.  AMC boasts the
highest average screen count per theater of 14.7 compared to the
industry average of less than 7.  Given the high percentage of
existing megaplexes, Fitch believes AMC will continue to modernize
in a disciplined fashion and has some flexibility in terms of
scaling back in a downturn.  While AMC's theater circuit results
in a higher annual rent expense compared to its peers, Fitch
believes the strategy will somewhat mitigate the cyclical and
secular challenges in an increasingly hit-driven industry which is
pressured by increasing competition from the improving at-home
entertainment and the collapsing release window.  The ratings also
reflect AMC's involvement in the digital cinema initiative and
cinema advertising, which Fitch believes provide some upside.  The
potential for monetizing part of the remaining 18.6% in National
CineMedia, Inc., is also viewed as positive.

Rating concerns include AMC's significant debt load despite the
meaningful reduction of $600 million in senior and subordinated
notes following the public offering of NCM, the joint venture for
cinema advertising.  In addition, AMC has significant operating
lease commitments related to its theater circuit resulting in pro
forma lease-adjusted leverage of over 6 times and over $400
million in annual rent expense.  Given the high fixed cost
structure, AMC's EBITDA may fluctuate on average by 2x-3x any
variation in the top line, which is exposed to both cyclical and
secular volatility.  The ratings also reflect the current and
prospective challenges facing the movie exhibitor industry,
including increasing indirect competition from other distribution
channels such as DVD, video on demand or the Internet, as well as
the shrinking release window and the concentrated base of film
distributors.  Industry attendance trends in recent years
demonstrate that exhibitor performance is tied to the quality of
the motion pictures produced and distributed; a critical factor
that is largely outside of management's control.

The Stable Outlook is reflective of Fitch's outlook on the movie
exhibitor industry which is supported by the expectation that the
strong film slate in the summer season of 2007, which includes
several sequels to successful franchises, will drive revenue
growth for AMC.  The Outlook also incorporates the increased
financial flexibility resulting from debt reduction which somewhat
offsets the long-term operational pressures and risks associated
with a potential AMC IPO and related dividend payment.

In conjunction with the NCM IPO, AMC's $850 million senior secured
credit agreement was initially amended to allow the use of the NCM
proceeds towards the redemption of $600 million in indebtedness
subordinated to the credit facility.  The purpose of the 2nd
amendment was to revise the definition for change of control so
that the proposed AMC IPO and related transactions would not
constitute a change of control event.  The amendment also lowered
certain interest rates and fees and included a new provision for
the sponsors' right to cure if AMC were to breach its covenant.

AMC allocated all proceeds from the NCM IPO and $109 million in
cash toward debt repayment and fully redeemed approximately $600
million of its higher coupon senior and subordinated notes in
March 2007.  Pro forma leverage is estimated to be slightly above
4x and pro forma lease-adjusted leverage (which includes the
estimated present value of AMC's significant operating lease
liabilities at $3.6 billion) is estimated to remain above 6x
(compared to over 6.5x at the closing of AMC/Loews merger).  While
there is room for some additional leverage at the current rating
level, Fitch believes that present and future financial policies
are consistent with the 'B' rating.  Fitch does not expect
significant future debt reduction in the short term as free cash
flow is not expected to become material enough to significantly
reduce the debt balances.

On May 3, 2007, Marquee Holdings suspended its IPO citing market
conditions.  The private equity sponsors and other pre-existing
shareholders were set to receive all of the proceeds from the
suspended IPO while maintaining approximately 75% ownership of
AMC.  Fitch believes a public offering may still be considered as
an exit alternative for the sponsors, given the strength of the
film slate in 2007, general stock market conditions, and since the
holding period of the sponsors' $1.2 billion investment is
approaching three years.  Fitch also notes that the three largest
exhibitors in the industry are all controlled by private equity
ownership.  Three of the four largest exhibitors are currently
publicly traded and initiated a dividend payout immediately
following their offerings.  Fitch believes AMC would have the
flexibility for a stable dividend payment in favorable business
conditions given its increased capacity due to the debt reduction
and the expanded larger size of AMC's operations following the
merger with Loews. However, given the company's limited free cash
flow, maintaining a dividend through an economic or cyclical
downturn would likely result in increased borrowings.

AMC has meaningful liquidity, which is supported by cash of $362
million pro forma NCM IPO and $177 million in availability under
its revolving credit facility as of Dec. 28, 2006.  The company's
maturity schedule is manageable with less than $40 million of
corporate borrowings due in each of 2008, 2009 and 2010.  The
company's liquidity is further supported by the working capital
dynamics of the theater exhibition business.  In the event of a
liquidity crunch, AMC also has the ability to meaningfully reduce
the level of capital expenditures by temporarily curtailing
investment in new theater properties.

The Recovery Ratings and notching reflect Fitch's expectation that
under a distressed scenario the enterprise value of the company
and hence recovery rates for its creditors will be maximized in a
restructuring scenario (going concern), rather than a liquidation
given the company's limited tangible asset base.  The 'RR1'
assigned to AMC's $850 million guaranteed senior secured
facilities reflects that 100% recovery including the fully drawn
revolver commitment is possible under distress scenario.  The
'RR4' rating assigned to AMC's remaining $250 million guaranteed
senior unsecured notes reflects Fitch's belief that 31%-50%
recovery is reasonable.  The 'RR6' rating for the operating
company senior subordinated notes and Marquee's nonrecourse senior
discount notes reflects Fitch's estimate that negligible recovery
would be achievable due to their lower ranking despite the
reduction in outstanding senior OpCo notes. The notching on the
HoldCo notes reflects their deep subordination to other securities
in the capital structure.

Based in Kansas City, Mo., Marquee Holdings Inc. is organized as
an intermediate holding company with no operations of its own.  
The company's principal directly-owned subsidiaries are American
Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC
Entertainment, Inc.


MASTR ASSET: Moody's Junks Three Certificate Classes
----------------------------------------------------
Moody's Investors Service has downgraded seven classes of
certificates from two deals backed by Fremont collateral, issued
by MASTR Asset Backed Securities Trust in 2006.

The MASTR Asset Backed Securities Trust 2006-FRE1 transaction is
backed entirely by first lien adjustable- and fixed-rate mortgage
loans. The MASTR Asset Backed Securities Trust 2006-FRE2 deal has
a small fraction (5.9% at closing) of second liens along with the
first lien adjustable- and fixed-rate mortgage loans.  Both
transactions are backed by Fremont Investment & Loan originated
subprime mortgage loans acquired by UBS Real Estate Securities
Inc.

Due to a rapid rise in delinquencies in the past few months, the
projected pipeline losses have increased significantly and may
impact the credit support for the downgraded certificates. The
certificates were downgraded due to the fact that the bonds'
current credit enhancement levels, including excess spread, may be
too low compared to the current projected loss numbers for the
current rating level.

The complete rating actions are:

* MASTR Asset Backed Securities Trust 2006-FRE1

   -- Class M-7, downgraded from Baa1 to Ba1;
   -- Class M-8, downgraded from Baa2 to B3;
   -- Class M-9, downgraded from Baa3 to Caa3;

* MASTR Asset Backed Securities Trust 2006-FRE2

   -- Class M-8, downgraded from Baa2 to Ba2;
   -- Class M-9, downgraded from Baa3 to B2;
   -- Class M-10, downgraded from Ba1 to Caa1;
   -- Class M-11, downgraded from Ba2 to Caa3.


MAXXAM INC: March 31 Balance Sheet Upside-Down by $224.3 Million
----------------------------------------------------------------
MAXXAM Inc.'s balance sheet at March 31, 2007, reflected total
assets of $559.5 million, total liabilities of $783.8 million, and
total stockholders' deficit of $224.3 million.  Accumulated
deficit at the end of the first quarter 2007 stood at
$308.3 million, as compared with $296 million at the end of fourth
quarter 2006.

The company had a net loss of $12.3 million for the first quarter
of 2007, compared to a net loss of $10.2 million for the same
period a year ago.  Net sales for the first quarter of 2007
totaled $28.7 million, compared to $80.2 million in the first
quarter of 2006.

                    Forest Products Operations

On Jan. 18, 2007, The Pacific Lumber Company and its wholly owned
subsidiaries, including Scotia Pacific Company LLC, collectively,
the Debtors, filed for reorganization under Chapter 11 of the
Bankruptcy Code.  As a result, the company deconsolidated the
Debtors' financial results beginning Jan. 19, 2007, and began
reporting its investment in the Debtors using the cost method.  
Accordingly, the company's consolidated financial results for the
three months ended March 31, 2007, only include activity for the
Debtors from Jan. 1, 2007, through Jan. 18, 2007.

                      Real Estate Operations

Real estate sales were $11.6 million for the first quarter of
2007, as compared to $29 million for the same period a year ago,
primarily due to the substantial sell-out of lots at the company's
Mirada development in 2006 and a reduction in deferred profit at
the company's Palmas del Mar development.

                        Racing Operations

Net sales and operating results for the company's racing
operations declined slightly for the first quarter of 2007, as
compared to the same period in 2006, principally due to a decline
in average daily attendance and attendance-dependent wagering at
Sam Houston Race Park.

                       Corporate and Other

The Corporate segment's operating losses represent general and
administrative expenses that are not specifically attributable to
the company's operating segments.  The Corporate segment's
operating losses increased $900,000 in the first quarter of 2007,
as compared to the prior year period, primarily due to changes in
stock-based compensation expense resulting from fluctuations in
the market price of the company's common stock.

Consolidated investment, interest and other income declined
$3.2 million in the first quarter of 2007, as compared to the
prior year period, primarily from lower returns on marketable
securities and other short-term investments.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f62

                           About MAXXAM

Headquartered in Houston, Texas, MAXXAM Inc. (AMEX: MXM)  
operates businesses ranging from aluminum and timber products to  
real estate and horse racing.  MAXXAM's top revenue source is  
Kaiser Aluminum, which has been in Chapter 11 bankruptcy since  
2002.  MAXXAM's timber subsidiary, Pacific Lumber, owns about  
205,000 acres of old-growth redwood and Douglas fir timberlands  
in Humboldt County, California.  MAXXAM's real estate interests  
include commercial and residential properties in Arizona,  
California, Texas, and Puerto Rico.  The company also owns the  
Sam Houston Race Park, a horseracing track near Houston.  Its  
chairperson and chief executive officer, Charles Hurwitz,  
controls 77% of MAXXAM.


MERRILL LYNCH: Fitch Assigns Low B Ratings on Three Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Merrill
Lynch Mortgage Investors mortgage pass-through certificates:

   Series 2002-A3

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 affirmed at 'AAA';
     -- Class M-3 affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA'.

   Series 2003-B

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA+';
     -- Class B-3 affirmed at 'AA';
     -- Class B-4 affirmed at 'AA-';
     -- Class B-5 affirmed at 'BBB'.

   Series 2003-H

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA+';
     -- Class B-2 affirmed at 'AA-';
     -- Class B-3 affirmed at 'A-';
     -- Class B-4 affirmed at 'BBB-';
     -- Class B-5 affirmed at 'BB'.

   Series 2005-B

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA+';
     -- Class B-2 affirmed at 'A+';
     -- Class B-3 affirmed at 'A-';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

The collateral in the aforementioned transactions consists
primarily of adjustable-rate, conventional, fully amortizing loans
secured by first liens on residential properties.  The collateral
was originated by multiple lenders including PHH Mortgage
Corporation, Countrywide Home Loans, Inc., National City Mortgage
Co., Quicken Loans, Inc., Washington Mutual Bank, and others.
Wells Fargo Bank, N.A. is the servicer for all transactions, and
has a rating of 'RPS1' provided by Fitch.

The affirmations reflect a stable relationship between credit
enhancement and future expected losses and affect approximately
$538.06 million in outstanding certificates.

The pool factors (current collateral balance as a percentage of
initial collateral balance) range from approximately 3% to 28% and
are seasoned in range of 23 months to 53 months.


MERRILL LYNCH: Moody's Confirms Low-B Ratings After Review
----------------------------------------------------------
Moody's Investors Service has confirmed the ratings of three
tranches issued by Merrill Lynch Mortgage Investors Trust Series
2005-HE1.  

These ratings are being confirmed after a review of the collateral
performance in relation to available enhancement.  Low loss
severities on liquidated collateral as a result of lender paid
mortgage insurance help Moody's confirm the ratings despite higher
than anticipated rate of delinquency within the mortgage pool.

Complete rating actions are:

* Merrill Lynch Mortgage Investors Trust Series 2005-HE1

   -- Class B-3; confirmed Baa3,
   -- Class B-4; confirmed Ba1,
   -- Class B-5; confirmed Ba2.


NEW CENTURY: Carrington's $188MM Loan Servicing Business Bid Wins
-----------------------------------------------------------------
Carrington Capital Management LLC and Carrington Mortgage Services
LLC won an auction to acquire New Century Financial Corp.'s loan
servicing platform for $188 million.

The new purchase price was reached following an auction involving
multiple bidders, and represents an increase of approximately 35%
from the initial $139 million offer made by Carrington, when the
company initially filed for chapter 11 protection on
April 2, 2007.

Brad A. Morrice, President and Chief Executive Officer of New
Century, said, "We believe the proposed sale to Carrington is the
right and responsible action for us to take given the
circumstances.  We have been working diligently to maximize the
value of the bankruptcy estate for the benefit of all New Century
stakeholders, and we are pleased with the outcome of the auction
for one of the company's core assets."

The transaction is subject to customary closing conditions and
must be approved by the U.S. Bankruptcy Court for the District of
Delaware.  A hearing for the approval of this sale is scheduled
for Monday, May 21, 2007.  The company expects the transaction to
close by the end of June.

Lazard and AlixPartners are acting as financial advisors to New
Century and O'Melveny & Myers LLP is acting as legal advisors with
respect to the bankruptcy.

                        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 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).


NEWFIELD EXPLORATION: To Buy Rocky Mountain Assets for $575 Mil.
----------------------------------------------------------------
Newfield Exploration Company has signed an agreement to acquire
the Rocky Mountain assets of Stone Energy for $575 million.  The
acquisition will add nearly 600,000 net acres.

Upon completion of the transaction, Newfield will acquire proved
reserves of 200 Bcfe and probable and possible reserves of more
than 150 Bcfe.  The proved reserves are 70% natural gas and are
52% developed. In addition to the existing proved, probable and
possible reserves, significant upside exists through further field
downspacing, secondary recovery, deep gas potential and the
development of emerging resource plays.  Current net daily
production is approximately 40 MMcfe/d.  These are long-lived
assets and the proved reserves have a reserve life index of nearly
15 years.  Subject to customary conditions, the transaction is
expected to close in June 2007.

"We entered the Rockies in 2004 with our acquisition of the giant
Monument Butte Field in the Uinta Basin," said David A. Trice,
Newfield Chairman, President and CEO.  "Since that time, we've
grown production more than 40% and doubled our acreage position
in the Uinta while looking for the 'right' transaction to
significantly increase our footprint in the Rockies.  [Mon]day's
announcement does just that! We are acquiring quality reserves in
fields with development drilling opportunities.  But just as
important, it provides a stepping stone to build a business in the
region's major producing areas. W e are confident that the Rockies
will be an important part of future U.S. gas supply and we are
better positioned to be a major producer in the region."

"We plan to finance this transaction initially with our credit
agreement and ultimately through asset divestitures," Trice added.

"We intend to market our assets in Bohai Bay, China, our
properties in the U.K. North Sea and some smaller packages along
the onshore Texas Gulf Coast and in the Mid-Continent, as well as
some properties in the shallow water Gulf of Mexico.  We are
excited about the 'new' Newfield and our prospects to add future
value for our shareholders."

                    About Newfield Exploration

Headquartered in Houston, Texas, Newfield Exploration Co. (NYSE:
NFX) is an independent oil and gas company that explores, develops
and acquires crude oil and natural gas properties.

                          *      *     *

Fitch Ratings has affirmed Newfield Exploration Company's Issuer
Default Rating at 'BB+' after the company has announced that it
will acquire Stone Energy's Rocky Mountain assets for
$575 million.


NORTHWEST AIRLINES: Examiner Files Report Under Seal
----------------------------------------------------
Richard Nevins, Examiner appointed in Northwest Airlines Corp. and
its debtor-affiliates' Chapter 11 proceedings, obtained permission
from the Hon. Allan Gropper of the U.S. Bankruptcy Court for the
Southern District of New York to file his report under seal.

Mr. Nevins was given a May 14, 2007, deadline to determine whether
Northwest has been in talks to merge with another carrier after it
leaves bankruptcy, and whether the carrier used customary and
appropriate processes and procedures to value its assets and
businesses.

"Although the Examiner intended to publicly file a complete copy
of the report, the debtors have requested that the report be
filed under seal, as they believe it contains highly sensitive
business information," Paul V. Shalhoub, Esq., at Willkie Farr &
Gallagher LLP, in New York, said in court papers.

Pursuant to the terms of a protective order, Judge Gropper has
directed the Examiner to file his report under seal pending
further Court order.

Judge Gropper said Northwest should designate which passages
contain sensitive business information so Mr. Nevins could redact
them and file the report publicly as soon as possible,
Christopher Scinta at Bloomberg News reports.

The Report will remain confidential and made available only to:

    * the U.S. Trustee;

    * the Debtors, their counsel, financial advisors and other
      parties as the Debtors may agree in writing;

    * the Official Committee of Unsecured Creditors and its
      members, counsel and financial advisors; and

    * counsel to the Ad Hoc Committee of Equity Security Holders.

The Report will not be shared with any other party-in-interest
absent further Court order.

Judge Gropper further said that any pleadings that reference or
disclose any of the redacted information contained in the Report
will be filed under seal and served only on those parties
authorized to receive notice.

"The court will consider at a subsequent hearing whether to
require further disclosure," Judge Gropper added, according to
Bloomberg.

The Examiner has requested the Debtors to provide him with
proposed redactions to the Report that satisfy their
confidentiality concerns.  The Examiner will file a redacted
version of the Report once appropriate redactions have been
agreed upon.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  (Northwest
Airlines Bankruptcy News, Issue No. 69; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           Plan Update

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


NORTHWEST AIRLINES: Court Okays Compromise Pact with Equity Panel
-----------------------------------------------------------------
The Hon. Allan Gropper of the U.S. of the U.S. Bankruptcy Court
for the Southern District of New York approved the compromise and
settlement agreement entered into between Northwest Airlines, Inc.
and Northwest Airlines Corporation; the Official Committee of
Unsecured Creditors; the Ad Hoc Committee of Certain Claims
Holders; and, the Ad Hoc Equity Committee.

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, counsel for the Debtors, states that after operating
for more than 20 months under bankruptcy protection, the Debtors
are now prepared to emerge as a healthy, viable entity poised to
succeed in the challenging airline industry.

"The Debtors' proposed Plan of Reorganization has been accepted
by the overwhelming majority of their creditors," says Mr.
Zirinsky.

To help ensure the timely confirmation of the Plan, the Debtors,
the Creditors Committee, and the Ad Hoc Claims Committee have
reached an agreement with the Ad Hoc Equity Committee, which
settles all of the Ad Hoc Equity Committee's objections to
confirmation of the Plan.

The terms of the Settlement are:

    (1) The Debtors will to pay the Ad Hoc Equity Committee's
        professionals' fees and expenses up to an aggregate
        maximum amount of $5,000,000, subject to the Ad hoc Equity
        Committee's reasonable documentation, redacted as
        necessary, to the professionals for the Debtors, the
        Creditors Committee and the Office of the U.S. Trustee.
        The Court will retain jurisdiction to decide any dispute
        as to fees and expenses;

    (2) The Ad Hoc Equity Committee will withdraw all objections
        to (i) the Plan, including its release and exculpation
        provisions, and (ii) the allowance of the union claims,
        and all other matters;

    (3) The Debtors and the Creditors Committee will provide
        general releases to the Ad Hoc Equity Committee and its
        members, both past and present; and

    (4) The Ad Hoc Equity Committee members will waive their
        rights to assert any claims or causes of action against
        the Debtors under the Court's ruling on Northwest's
        Substantive Consolidation, and, waive their right to
        pursue an appeal of the Debtors' Substantive
        Consolidation.

Certain Ad Hoc Equity Committee members have purchased unsecured
claims against the Debtors and those underlying claims are not
released.  If the Debtors have defenses to any unsecured claims
that are owned by an Ad Hoc Equity Committee member, those
defenses are preserved to the same extent as against other
similarly situated claims.

Moreover, the parties ask the Court to approve the Settlement at
the commencement of the confirmation hearing.

The Settlement removes all major obstacles to confirmation of the
Plan, and assures the Debtors' smooth and timely emergence from
Chapter 11, without the substantial cost, delay and possible
uncertainties that may result from a highly contested hearing,
asserts Mr. Zirinsky.

                    U.S. Trustee's Objection

Diana G. Adams, Acting United States Trustee for Region 2, had
objected to the request saying that the Ad Hoc Equity Committee
failed to meet the requirements of the substantial contribution
standard set forth in Section 503(b) of the Bankruptcy Code that
would justify the proposed payment of the its professional fees
and expenses up to an aggregate maximum amount of $5,000,000.

Furthermore, the U.S. Trustee objected to:

    * any reimbursement of fees and expenses for financial
      advisors sought pursuant to Section 503(b)(4), which does
      not authorize the fees and expenses; and

    * the inadequacy of the one day notice provided with respect
      to the issue of whether the Ad Hoc Equity Committee meets
      the substantial contribution standard under Section 503(b).

Brian S. Masumoto, trial attorney for the U.S. Trustee, says that
compensation based on a "substantial contribution" is designed to
meet policy objectives of encouraging meaningful participation in
the reorganization process while keeping fees and administrative
expenses at a minimum to preserve as much of the estate as
possible for creditors.

Mr. Masumoto notes that there appear to be basically two benefits
asserted by the proposed Settlement:

    (a) An assurance to the shareholders that the Plan is fair and
        equitable; and

    (b) The savings resulting from the avoidance of any further
        challenge by the Ad Hoc Equity Committee to the
        confirmation of the Plan.

Moreover, the allowance on up to $5,000,000 on a single day's
notice, under a section that normally dictates a close and
careful examination by the Court of applications for
reimbursement of compensation undermines the integrity of the
safeguards incorporated in Section 503(b) and invites future
abuses, Mr. Masumoto says.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  (Northwest
Airlines Bankruptcy News, Issue No. 69; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           Plan Update

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


PELTS & SKINS: Louisiana Court Confirms Plan of Reorganization
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
confirmed the Plan of Reorganization of Pelts & Skins LLC and its
debtor-affiliate, PS Chez Sidney LLC.

The Plan, published in the Troubled Company Reporter on Feb. 28,
2007, provides that Audi Financial Service, DeLage Landen
Financial Services, and Ford Motor Credit will be paid in full
from the Operating Cash Flow based upon a 5-year amortization,
with quarterly payments of principal at a 7% interest rate, to
begin on June 30, 2007.

Priority Non-Tax Claims will also receive the same treatment as
Audi, DeLage and Ford, with the exception that quarterly payments
will begin on Jan. 1, 2008.

Holders of Unsecured Claim totaling $1,000 or less will be paid in
full within 30 days of the effective date.

               JPMC RLOC Revolver/Term Loan Claim

JP Morgan Chase Bank N.A. RLOC Revolver and Term Loan Claim
will bear interest rate of Prime minus of 2.25% if Pelts & Skins
is not performing within a 15% variance of the budget.  Deferred
interest will be rolled over to the end of the RLOC Revolver/Term
Loan.  Payment of interest is to be deferred until April 2007.

However, the Debtors said they won't be required to pay interest,
to be paid monthly beginning May 1, 2007, if its cash flow is
negative.  If interest payments are over 90 days delinquent, then
JP Morgan will declare the Revolver or Term Loan in default.

All proceeds from the sale of working capital assets will be
paid to the RLOC Revolver, and the sale of "hard" assets and
insurance proceeds will be paid to the Term Loan.

Beginning June 2007, 30% of the positive JP Morgan's Cash Flow
will be applied to the principal payments on the RLOC Revolver,
while 70% will be placed to the Term Loan.

                    General Unsecured Claims

Holders of Unsecured Claims can elect either:

   i) payment in full of their claims 3 years after the
      effective date from these sources:

      * Unsecured Payment Cash Flow and the Operating Cash Flow,
        and
      
      * 50% of net recoveries from Avoidance Claims or Causes of
        Action of the Debtors against Zachary Casey and any of
        his affiliates.

      Under this option, Unsecured Creditors will receive no less
      than an interest-only payment on an annual basis based on an
      interest rate of 7%, commencing Jan. 1, 2007.       

  ii) early discounted pay of the Unsecured Claim within 1 year
      of the effective date.

      Under this option, Unsecured Creditors will have the right
      to tender to the Debtors' Unsecured Creditors' Allowed
      Unsecured Claim.  The Debtors will pay the Unsecured
      Creditors 25% of the Allowed Unsecured Claim from the
      Unsecured Payment Cash Flow within 30 days of the tender.

      In the event the Debtors can't pay the 25% claim, BGKP
      Properties Inc. will pay for the Debtors and will:

      * take ownership of the claim;
      * be paid as an Unsecured Creditor; and
      * not be considered Affiliates/Member/Insiders.

                          Other Claims

Affiliates/members/insiders claim holders will be paid in full
using funds from the Unsecured Payment Cash Flow within 10 years
of the effective date, after:

      * payment in full made to the holders of Unsecured
         Claims, and

      * the Debtors receive written approval from JP Morgan
        pursuant to the terms of the JP Morgan Chase Loans,
        or JP Morgan Chase Loans are paid in full.

Equity Interests in the Debtors will remain in full force and
effect until the DIP loan is paid in full or JP Morgan consents
only tax distributions may be made to interest holders.

A full-text copy of Pelts & Skins' Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=070227220445   

                        About Pelts & Skins

Headquartered in Covington, Louisiana, Pelts & Skins, L.L.C. --
http://www.pelts.com/-- produces, processes, and sells alligator    
skins to tanneries throughout the United States.  The company's
subsidiary, PS Chez Sidney, LLC, distributes alligator meat
packaged as Chef Penny's brand.  The Company and its subsidiary
filed for chapter 11 protection on Aug. 1, 2006 (Bankr. E.D. La.
Case No. 06-10742).  Douglas S. Draper, Esq., at Heller, Draper,
Hayden, Patrick & Horn, L.L.C., represents the Debtor.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million
and $50 million.


PHARMASOURCE: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pharmasource Temporary Pharmacy Services, P.C.
        8465 Keystone Crossing, Suite 160
        Indianapolis, IN 46240

Bankruptcy Case No.: 07-04506

Type of Business: The Debtor owns and operates drug stores.

Chapter 11 Petition Date: May 16, 2007

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Samuel D. Hodson, Esq.
                  Barnes & Thornburg, L.L.P.
                  11 South Meridian Street
                  Indianapolis, IN 46204
                  Tel: (317) 236-1313

Estimated Assets: Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Alex D. Moglia, as               complaint to           unknown
Liquidating Trustee of           avoid alleged
Buehler of Kentucky, L.L.C.,     preferential
c/o Jack B. Fishman              transfers
824 South Main Street,
Suite 202
Crystal Lake, IL 60014

Indiana Department of            employee               unknown
Revenue                          withholding
100 North Senate Avenue          taxes
Room N203-Bankruptcy
Indianapolis, IN 46204

Internal Revenue Service         employee            $1,668,240
P.O. Box 21126                   withholding
Philadelphia, PA 19114           taxes

                                 employee              $631,761
                                 withholding
                                 taxes-- notice
                                 of levy received
                                 on May 9, 2007


PLASTICON INT'L: Files For Chapter 11 Protection in Kentucky
------------------------------------------------------------
Plasticon International, Inc., and its subsidiary, Pro Mold, Inc.,
filed for Chapter 11 protection with the U.S. Bankruptcy for the
Eastern District of Kentucky.

The company has taken this action in order to safeguard the
investment that it has made in Pro Mold, Inc., a subsidiary that
the company bought in December of 2005 for cash and a note
totaling $3,500,000.  There is currently $875,000 outstanding on
the note.

"We felt this action was necessary for Plasticon International,
Inc. and its subsidiary, Pro Mold, Inc. We will take this time to
reorganize and restructure the company and we believe that
Plasticon will come out from the reorganization in a much stronger
position to compete in our industry.  We had to take action
quickly to defend a precipitous attack from a creditor which had
declined to accept a late payment and was apparently interested in
seizing control of Pro Mold," stated Jim Turek, CEO and President
of Plasticon International, Inc.

                 About Plasticon International

Based in Lexington, Kentucky, Plasticon International, Inc.
(PINKSHEETS: PLNI) -- http://www.plasticonintl.com/-- designs,  
produces, and distributes high-quality concrete accessories,
informational and directional signage and plastic lumber, which
are all produced from recycled and recyclable plastics.  Plasticon
is an innovator of cutting edge design, engineering, and
production of industrial and commercial products.  Plasticon is a
green company, environmentally friendly, using recycled plastics
to produce its line of products.


PLASTICON INT'L: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Plasticon International, Inc.
             3288 Eagle View Lane, Suite 290
             Lexington, KY 40509

Bankruptcy Case No.: 07-50934

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Pro Mold, Inc.                             07-50935

Type of Business: The Debtor produces concrete rebar supports,
                  plastic lumber, informational and directional
                  signage made from recycled and recyclable
                  plastics.  It also produces impermeable
                  concrete-like products made from recycled glass.  
                  See http://www.plasticonintl.com/

Chapter 11 Petition Date: May 16, 2007

Court: Eastern District of Kentucky (Lexington)

Debtors' Counsel: Robert J. Brown, Esq.
                  Wyatt, Tarrant & Combs, L.L.P.
                  250 West Main Street, Suite 1600
                  Lexington, KY 40507-1746
                  Tel: (859) 233-2012

                                Estimated Assets   Estimated Debts
                                ----------------   ---------------
Plasticon International, Inc    $1 Million to      $1 Million to
                                $100 Million       $100 Million

Pro Mold, Inc                   $1 Million to      $1 Million to
                                $100 Million       $100 Million

A. Plasticon International, Inc's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
James Bonn                       trade debt            $516,026
1226 Holsworth Lane
Louisville, KY 40222

Promotional Containers, Inc.     trade debt            $500,000
3288 Valley View Lane
Lexington, KY 40509

First National Bank of           bank loan             $435,625
Barnesville
315 Thomaston Street
Barnesville, GA 30204

Lex Real Co., L.L.C.             trade debt            $151,147

King & Schickli                  professional          $129,430
                                 fees

Mendoza, Berger & Company,       professional          $120,961
L.L.P.                           fees

Carmine Bua                      professional fees      $58,139

James Miscioscia                 trade debt             $48,000

Dean, Dorton & Ford, P.S.C.      professional fees      $35,358

Central Bank & Trust Co.         overdraft              $31,966

Network Marketing Resources      trade debt             $19,750

Alliance Advisors                consulting fees        $19,174

Big Apple Wallcoverings          trade debt             $10,375

Henry Kaelin                     unknown                 $5,000

David Moore                      trade debt              $4,394

Display Designs                  trade debt              $3,341

Automatic Data Processing        payroll deposit         $2,549

Duncan Machinery Movers          trade debt              $1,600

Pink Sheets                      trade debt              $1,500

A.J.K. Consulting                consulting fees        unknown

B. Pro Mold, Inc's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Plasticon                        loans                 $751,790
3288 Eagle View, Suite 290
Lexington, KY 40509

Amco International, Inc.         trade debt            $128,166
595 Broadhollow Road
Farmingdale, NY 11735

Entec Polymers, L.L.C.           trade debt             $71,114
P.O. Box 934329
Atlanta, GA 31193-4329

Sandy Dodd                       loans                  $56,096

Remedy                           trade debt             $50,266

James P. Toohey                  trade debt             $45,833

Network Polymers                 trade debt             $23,808

M. Holland Company               trade debt             $20,258

Regions Morgan Keegan Trust      401K                   $17,336
                                 contributions

Polyone Corp.                    trade debt             $17,066

Mendoza Berger & Company,        professional           $12,886
L.L.P.                           fees

D.H.L. Global Forwarding         trade debt             $12,693

Lex Real Co., L.L.C.             trade debt             $11,500

Nextemps, Inc.                   trade debt             $11,222

Anthem B.C.B.S. Mo Group         trade debt              $9,325

A.I.G.                           trade debt              $8,048

Exxene Corp.                     trade debt              $7,529

Westech Tool & Machine, Inc.     trade debt              $6,770

Security One, Inc.               trade debt              $6,496

Ameren U.E. 2                    trade debt              $5,938


PREGIS CORP: S&P Ups Rating on EUR100 Million Notes to B+
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Pregis
Corp.'s EUR100 million second-priority floating-rate notes due in
2013.  The notes rating was raised to 'B+' from 'B-' and the
recovery rating was revised to '1' from '3'.  The new ratings
indicate S&P's expectation that second-priority noteholders would
receive full recovery of principal in a payment default.  The
upgrade was prompted by a reassessment of how the unpledged value
of foreign subsidiaries would benefit these noteholders.
     
The 'B+' rating and '1' recovery rating on Pregis' revolving
credit facility and first-lien term loans remain unchanged as does
the 'CCC+' rating on its $150 million senior subordinated notes.
     
The ratings do not contemplate any increase in the committed
amount of the secured debt.  Pregis' term loan may be increased by
$100 million subject to further commitments from lenders for
acquisitions or other purposes.  Such an event would result in a
reevaluation of the ratings and recovery prospects.
     
The corporate credit rating on Pregis is 'B' and the outlook is
negative.
      
"The ratings on Pregis reflect its high debt leverage, modest cash
flow, and volatile raw material costs.  These negative factors
outweigh the benefits of a value-added product mix; good
geographic, end-market, and customer diversity; fairly stable
operating profitability; and a low level of capital spending and
other required outlays," said Standard & Poor's credit analyst
Cindy Werneth.
      

Ratings List
Pregis Corp.

Corporate credit rating        B/Negative/--

Revised Ratings                               To     From
                                              --     ----
EUR100 mil. second-priority floating-rate    B+     B-
notes due in 2013  
   Recovery rating                            1      3

Pregis Corp. -- http://www.pregis.com/--  is a global company  
with diverse protective, flexible and foodservice packaging and
hospital supply products.  Via its manufacturing and sales
locations in North America and Europe, the company offers
packaging solutions for many different markets and applications
such as: food, beverage, agricultural/produce, electronics, health
and beauty aids, pharmaceuticals, medical, chemicals, furniture,
flooring, industrial, home office, appliances, automotive, small
business, etc.  Pregis is owned by AEA, a leading private equity
firm with investors that include former and current CEO's of major
multinational corporations, family groups, endowment funds and
institutions from around the world.


PRIDE INTERNATIONAL: Earns $101.7 Million in First Quarter 2007
---------------------------------------------------------------
Pride International Inc. reported net income for the three
months ended March 31, 2007, of $101.7 million on revenues of
$712 million.  The results compare to net income of $70.5 million,
on revenues of $566.9 million for the corresponding three months
in 2006.  Results for the corresponding quarter in 2006 included
gains from the sale of assets totaling $26.7 million on an after-
tax basis.

Higher average daily revenues and utilization in the company's
Offshore and Latin America Land business segments contributed
significantly to the 6% improvement in consolidated revenues
during the first quarter of 2007 compared to the fourth quarter of
2006.  Revenues for the first quarter 2007 were the highest in the
company's history.  The company expects to continue to experience
quarterly improvement as contracts commence for a number of the
Company's mobile offshore drilling rigs with attractive dayrates
that reflect the healthy industry environment.

Earnings from operations totaled $176.7 million during the first
quarter of 2007, a 32% increase from the fourth quarter of 2006,
due primarily to the improvement in revenues and a modest decline
in operating costs from $422.3 million during the fourth quarter
of 2006 to $419.2 million in the first quarter of 2007.

The company's agency agreement and charter fees, both related to
the Company's Brazilian operations.  This was partially offset by
higher activity and labor costs in both the Offshore and Latin
America Land business segments.

During the first quarter of 2007, the company completed shipyard
programs for special periodic surveys and other maintenance on the
jackup rigs Pride Tennessee, Pride Arkansas, Pride Hawaii and
Pride Wisconsin and each rig has commenced new contracts at
significantly improved dayrates.

Total debt at March 31, 2007 was $1.4 billion, down slightly from
Dec. 31, 2006, resulting in a debt to total capital ratio of 33%.

As of March 31, 2007, the company had total assets of
$5.2 billion and $2.5 billion in total liabilities, including
$29.3 million in minority interest, resulting in a total
stockholders' equity of $2.7 billion.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f56

Louis A. Raspino, president and chief executive officer of Pride
International Inc. commented, "Our record results for the first
quarter 2007 were attributable to excellent operational
performance in our mobile offshore drilling fleet and strong
results in the Latin America Land business segment.  Our revenue
backlog, totaling $5.6 billion at April 30, 2007, provides for
solid revenue and cash flow growth for some time to come.  We
remain optimistic regarding the duration of the offshore business
cycle and continue to evaluate multi-year contract opportunities
for several of our floating rigs, which should provide greater
earnings visibility through the end of the decade.  In April, we
announced one-year contracts for three of our mat-supported rigs
for work in the Mexican waters of the Gulf of Mexico, including
the Pride Mississippi, which is scheduled to leave the U.S. Gulf
of Mexico in August 2007.  Although activity in the U.S. Gulf of
Mexico mat supported fleet remained soft through the first quarter
of 2007, dayrates appear to be stabilizing and we could experience
modest improvement in dayrates during late 2007 or early 2008 as
additional rigs depart the region and our clients increase
activity levels."

                     About Pride International

Headquartered in Houston, Texas, Pride International Inc.
(NYSE: PDE) -- http://www.prideinternational.com/-- provides     
onshore and offshore contract drilling and related services in
more than 25 countries, operating a diverse fleet of 277 rigs,
including two ultra-deepwater drillships, 12 semisubmersible rigs,
28 jackups, 16 tender-assisted, barge and platform rigs, and 214
land rigs.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service affirmed its Ba1 Corporate Family Rating
for Pride International Inc.


PUGET ENERGY: Moody's Puts Ba1 Rating on Positive Outlook
---------------------------------------------------------
Moody's Investors Service changed the rating outlook to positive
from stable for:

   -- Puget Energy, Inc. (Puget Energy; Ba1 Issuer Rating),

   -- regulated utility subsidiary, Puget Sound Energy,
      Inc. (PSE; Baa2 senior secured), and

   -- affiliated entities, Puget Sound Energy Capital Trust I
      (Ba1 Trust Preferred Securities) and Puget Sound Energy
      Capital Trust III ((P)Ba1 shelf registration rating for
      prospective issuance of Trust Preferred Securities).

At the same time, Moody's affirmed the ratings for all the
aforementioned companies.

The outlook change for PSE and the Capital Trusts I and III
reflects Moody's view that there is potential for PSE to sustain
the recent improvement in its financial performance, particularly
if the utility continues to efficiently manage its resource
planning strategy while adding significantly to utility rate base,
to conservatively address the external financing that will be
necessary to fund a large portion of its higher than historical
average capital program over the next several years, and to
receive reasonably supportive decisions in pending and future rate
proceedings at the Washington Utilities and Transportation
Commission (WUTC) related to its ever-growing rate base and
persistently higher than historical average natural gas costs.

The change in Puget Energy's rating outlook takes into account the
fact that PSE is Puget Energy's sole source of earnings and cash
flow since the sale of InfrastuX, a construction services
business, which was the last remaining non-regulated subsidiary of
Puget Energy. As a result, PSE substantially drives the credit
rating and outlook of its parent.

PSE's future financial performance should benefit from the higher
electric and natural gas rates approved as part of the outcome of
its rate filings made at the WUTC in February 2006. The rate
adjustments, which took effect January 1, 2007, did not reflect
the full amounts requested by PSE in the original filing. However,
we view the outcome as reasonably supportive considering the fact
that the rates are based on a slightly higher equity component in
the utility's capital structure (i.e. 44% versus 43% previously)
and a higher allowed return on equity (i.e. 10.4% versus 10.3%
previously). We also note that the WUTC supported continuation of
PSE's power cost adjustment (PCA) mechanism, albeit without
accepting proposals to reduce or eliminate the dead band around
which the PCA mechanism works and to implement a gas decoupling
mechanism. The latter was requested as a potential means to
mitigate margin erosion due to reduced customer consumption
stemming from increased investment in energy efficiency measures
and unusual weather patterns.

Prospectively, we expect that PSE will continue to be active in
the regulatory arena. For example, in March 2007 PSE filed another
power cost only rate case, seeking an overall 3.7% rate increase
on an expedited basis to address recovery of costs related to the
acquisition of the 277-megawatt power plant in Goldendale,
Washington, along with higher wholesale power costs related to
more volatile natural gas prices and expiring contracts to
purchase power. PSE requested that new rates take effect Sept. 1,
2007. "In an environment of escalating fuel and purchased power
costs and significant capital spending to add generation
resources, timely and adequate regulatory outcomes in pending and
future rate cases will be critical to PSE's future financial
performance" said Kevin Rose, Vice President and Senior Analyst.

Puget Sound Energy, Inc. is a combination electric and natural gas
utility subsidiary of Puget Energy, Inc., a holding company. Both
companies are headquartered in Bellevue, Washington.


RENAISSANCE HOME: Moody's Reviews Ba2 Rating & May Downgrade
------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
and downgrade certain certificates from six Renaissance Home
Equity Loan Trust deals issued in 2002 and 2003.  The transactions
consist of subprime primarily first-lien adjustable and fixed-rate
loans.  All six transactions are originated by Delta Funding
Corporation.

Nine certificates from the series 2002-4, 2003-1, 2003-2, 2003-3
and 2003-4 transactions were placed on review for possible upgrade
based on the substantial build-up in credit support. The projected
pipeline losses are not expected to significantly affect the
credit support for these certificates. The seasoning of the loans
and low pool factor reduce loss volatility.

The two most subordinate certificates from the 2002-1 transaction
and the most subordinate certificates from each of the 2002-4 and
2003-2 transactions have been placed on review for possible
downgrade because existing credit enhancement levels are low given
the current projected losses on the underlying pools. The pool of
mortgages has seen losses in recent months and future loss could
cause a more significant erosion of the overcollateralization. All
of the underlying pools on the three transactions have their
overcollateralization (OC) below the OC target or 50 bp floor as
of the April 25, 2007 reporting date.

* Renaissance Home Equity Loan Trust

Review for Downgrade:

   -- Series 2002-1; Class M-2, current rating A2, under review
      for possible downgrade;

   -- Series 2002-1; Class B, current rating Ba2, under review
      for possible downgrade;

   -- Series 2002-4; Class B, current rating Baa2, under review
      for possible downgrade;

   -- Series 2003-2; Class M-4, current rating Baa2, under
      review for possible downgrade.

Review for upgrade:

   -- Series 2002-4; Class M-1, current rating Aa2, under review
      for possible upgrade;

   -- Series 2003-1; Class M-1, current rating Aa2, under review
      for possible upgrade;

   -- Series 2003-2; Class M-1, current rating Aa2, under review
      for possible upgrade;

   -- Series 2003-3; Class M-1, current rating Aa2, under review
      for possible upgrade;

   -- Series 2003-3; Class M-2A, current rating A2, under review
      for possible upgrade;

   -- Series 2003-3; Class M-2F, current rating A2, under review
      for possible upgrade;

   -- Series 2003-4; Class M-1, current rating Aa2, under review
      for possible upgrade;

   -- Series 2003-4; Class M-2A, current rating A2, under review
      for possible upgrade;

   -- Series 2003-4; Class M-2F, current rating A2, under review
      for possible upgrade.


RESI FINANCE: Fitch Holds Rating on Nine Certificate Classes
------------------------------------------------------------
Fitch has taken rating action on the following RESI Finance
Limited Partnership pass-through certificates:

   Series 2003-A:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 affirmed at 'AAA';
     -- Class B-5 affirmed at 'AAA';
     -- Class B-6 affirmed at 'AAA';
     -- Class B-7 affirmed at 'AAA';
     -- Class B-8 affirmed at 'AAA';
     -- Class B-9 affirmed at 'AAA';
     -- Class B-10 affirmed at 'AAA';
     -- Class B-11 affirmed at 'AAA'.

   Series 2003-B:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 affirmed at 'AAA';
     -- Class B-5 affirmed at 'AAA';
     -- Class B-6 affirmed at 'AAA';
     -- Class B-7 affirmed at 'AAA';
     -- Class B-8 affirmed at 'AAA';
     -- Class B-9 affirmed at 'AA';
     -- Class B-10 affirmed at 'A+';
     -- Class B-11 affirmed at 'BBB+'.

   Series 2003-C:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA+';
     -- Class B-3 affirmed at 'AA';
     -- Class B-4 affirmed at 'AA-';
     -- Class B-5 affirmed at 'A';
     -- Class B-6 affirmed at 'BBB+';
     -- Class B-7 affirmed at 'BBB-';
     -- Class B-8 affirmed at 'BBB-';
     -- Class B-9 affirmed at 'BB';
     -- Class B-10 affirmed at 'BB-';
     -- Class B-11 affirmed at 'B'.

   Series 2003-CB1:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 upgraded to 'AA+' from 'AA';
     -- Class B-5 upgraded to 'AA' from 'AA-';
     -- Class B-6 upgraded to 'AA-' from 'A+';
     -- Class B-7 affirmed at 'A';
     -- Class B-8 affirmed at 'A-';
     -- Class B-9 affirmed at 'BBB';
     -- Class B-10 affirmed at 'BB';
     -- Class B-11 affirmed at 'BB-'.

   Series 2003-D:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA+';
     -- Class B-3 upgraded to 'AA+' from 'AA';
     -- Class B-4 upgraded to 'AA-' from 'A+';
     -- Class B-5 upgraded to 'A+' from 'A-';
     -- Class B-6 affirmed at 'BBB+';
     -- Class B-7 affirmed at 'BBB-';
     -- Class B-8 affirmed at 'BB+';
     -- Class B-9 affirmed at 'BB';
     -- Class B-10 affirmed at 'BB-';
     -- Class B-11 affirmed at 'B'.
     
The RESI (Real Estate Synthetic Investments) transactions are
synthetic balance sheet credit-linked securitizations that
reference diversified portfolios of primarily jumbo, A-quality,
fixed-rate, first lien residential mortgage loans.  The ratings
are based on the credit quality of the respective referenced
portfolio, credit enhancement provided by subordination for each
tranche, the financial strength of Bank of America, N.A., as the
swap counterparty, and the legal structure of the transaction. The
loans in each transaction's pool are multi-serviced.

The affirmations reflect a satisfactory relationship of credit
enhancement -- CE -- to future expected losses, and affect
approximately $26.84 billion in outstanding certificates.  The
upgrades reflect an improvement in the relationship of CE to
future expected losses, and affect approximately $161.64 million
in outstanding certificates.  All transactions have minimal
cumulative losses, in addition to low delinquencies.

The transactions' pool factors (current collateral balance as a
percentage of initial collateral balance) range from approximately
14% to 58%, and are seasoned in a range of 40 months to 48 months.


RESIX FINANCE: Fitch Affirms Low-B Ratings on Nine Cert. Classes
----------------------------------------------------------------
Fitch Ratings has affirmed the following RESIX Finance Limited
Partnership pass-through certificates:

   Series 2003-A:

     -- Class B-8 at 'AAA';
     -- Class B-9 at 'AAA';
     -- Class B-10 at 'AAA';
     -- Class B-11 at 'AAA'.

   Series 2003-B

     -- Class B-7 at 'AAA';
     -- Class B-9 at 'AA';
     -- Class B-10 at 'A+';
     -- Class B-11 at 'BBB+'.

   Series 2003-C:

     -- Class B-7 at 'BBB-';
     -- Class B-8 at 'BBB-';
     -- Class B-9 at 'BB';
     -- Class B-10 at 'BB-';
     -- Class B-11 at 'B'.

   Series 2003-CB1:

     -- Class B-7 at 'A';
     -- Class B-8 at 'A-';
     -- Class B-9 at 'BBB';
     -- Class B-10 at 'BB';
     -- Class B-11 at 'BB-'.

   Series 2003-D:

     -- Class B-7 at 'BBB-';
     -- Class B-8 at 'BB+';
     -- Class B-9 at 'BB';
     -- Class B-10 at 'BB-';
     -- Class B-11 at 'B';

The RESIX transactions are credit-linked structures whereby the
note holders obtain credit exposure to underlying notes and
certificates via a total return swap with Bank of America,
National Association -- BOANA.

The underlying notes and certificates for the RESIX transactions
were issued as part of Real Estate Synthetic Investments (RESI)
securitizations.  RESI transactions are synthetic balance sheet
collateralized debt obligations that reference a portfolio of
primarily jumbo, 'A' quality residential mortgage loans originated
or acquired by BOANA.

The credit-risk of each RESIX class is directly linked to a single
RESI class and the ratings of the linked notes will be the same.  
The rating actions taken follow rating actions on the underlying
RESI classes.

The affirmations reflect a satisfactory relationship of credit
enhancement to future expected losses, and affect approximately
$208.07 million in outstanding certificates.


RIVIERA HOLDINGS: Board Gets $34/share Offer from RIV Acquisition
-----------------------------------------------------------------
Riviera Holdings Corporation disclosed that stockholders
affiliated with Riv Acquisition proposed a $34-per share merger
for the company.
    
In a letter to the Riviera board of directors, the investor group
urged the board, in the best interests of all shareholders, to
allow the group equal participation in the bidding process.
    
Mr. Kanavos said, in the proposal letter, that the Riv Acquisition
consists of Paul C. Kanavos and Robert Sillerman, the managing
members of New York-based Flag Luxury Properties, LLC, Las Vegas-
based developer Brett Torino, and Starwood Capital Group chairman
and ceo Barry Sternlicht.
    
On behalf of the group, Mr. Kanavos said, "The proposal represents
a $4 premium to the expression of interest disclosed by the
company on May 11.  The shareholders would expect the board to
take the proposal seriously and cease raising technical obstacles
that the shareholders believe do not apply."
    
Mr. Kanavos expressed in the letter that the shareholders are:

   a) prepared to immediately enter into a merger agreement with
      Riviera on substantially the same terms as the April 5, 2006
      merger agreement between the shareholders' acquisition
      vehicles and Riviera;

   b) willing to discuss any concerns with any of the terms or
      conditions contained in that agreement;

   c) prepared to provide to the board assurances for the
      necessary debt financing to complete the proposed
      transaction;
   
   d) committed to providing all necessary equity financing;

   e) prepared to include in the merger agreement a "go-shop"
      provision pursuant to which Riviera could solicit and engage
      in discussions and negotiations with respect to competing
      proposals for a 15 day period.

Mr. Kanavos related that the conditions to closing the proposed
transaction would be substantially the same as were contained in
the April 5, 2006 merger agreement.  

In the proposal letter, the shareholders stated that their
financial advisor, Bear Stearns & Co., and their legal advisor,
Cadwalader, Wickersham & Taft LLP, are available to discuss any
aspect of the proposed transaction with Sinclair's advisors.
   
                      About Riviera Holdings

Headquartered in Las Vegas, Riviera Holdings Corporation (Amex:
RIV) -- http://www.rivierahotel.com/-- owns and operates the
Riviera Hotel and Casino on the Las Vegas Strip and the Riviera
Black Hawk Casino in Black Hawk, Colorado.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
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.

At the same time, 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.


ROGERS COMMUNICATIONS: Merger Plan Prompts DBRS to Review Ratings
-----------------------------------------------------------------
Dominion Bond Rating Service has placed the BBB (low)/BB (high)
ratings of Rogers Wireless Inc., and the BBB (low) rating of
Rogers Cable Inc.  Under Review with Developing Implications.  

DBRS has also placed the BB (high) issuer rating of the parent of
both companies, Rogers Communications Inc.  Under Review with
Positive Implications.

Rogers Cable Inc.

   * Senior Secured Notes & Debentures Under Review -- Developing
     BBB (low)

Rogers Wireless Inc.

   * Senior Secured Notes & Debentures Under Review -- Developing
     BBB (low)

Rogers Communications Inc.

   * Issuer Rating Under Review -- Positive BB (high)

Rogers Wireless Inc.

   * Senior Subordinated Notes Under Review -- Developing BB  
     (high)

DBRS's rating action follows the company's announcement that it
plans to simplify its corporate structure by amalgamating its
operating subsidiaries Rogers Wireless and Rogers Cable within
RCI.  The amalgamated entity is expected to continue as RCI.

DBRS notes the announcement is part of a series of planned
reorganization steps, and is consistent with DBRS's stated
expectation of potential corporate simplification at RCI.

As part of the simplification process, DBRS notes the company will
release the security of all bonds issued under the Rogers Cable
and Rogers Wireless trust indentures, as provisioned by the
indentures following the receipt of at least two investment grade
credit ratings.

DBRS notes the Company will redeem all of Rogers Wireless's
$155 million 9.75% 2016 senior secured debentures, as this
particular note did not allow for the springing release of
security.

Additionally, as part of the planned corporate simplification,
DBRS notes the Company will cancel the outstanding bank facilities
at Rogers Cable, Rogers Wireless and Rogers Media and replace them
with a new facility at RCI.  DBRS expects the new facility to be
of similar size to the aggregate amounts of the existing
facilities.

DBRS notes the Under Review -- Developing for Rogers Wireless
and Rogers Cable will be resolved following the successful
completion of the amalgamation under RCI, however at this time
DBRS does not expect a material impact on the BBB (low) rating
of Rogers Cable or the BBB (low) / BB (high) ratings of Rogers
Wireless. However, following the successful completion of this
corporate simplification, DBRS expects Rogers Cable and Rogers
Wireless will cease to exist as formal reporting entities based
on DBRS's expectations of the new structure.

DBRS also notes the Under Review -- Positive for the issuer
rating of RCI reflects the potential for ratings improvement up
to the BBB (low) level given the expectation that the structural
subordination of the rating will be eliminated following the
successful completion of the amalgamation.  DBRS will resolve
the Under Review -- Positive for RCI upon completion of the
amalgamation.


ROGERS WIRELESS: Proposed Merger Cues DBRS to Review Ratings
------------------------------------------------------------
Dominion Bond Rating Service has placed the BBB (low)/BB (high)
ratings of Rogers Wireless Inc., and the BBB (low) rating of
Rogers Cable Inc.  Under Review with Developing Implications.  

DBRS has also placed the BB (high) issuer rating of the parent of
both companies, Rogers Communications Inc.  Under Review with
Positive Implications.

Rogers Cable Inc.

   * Senior Secured Notes & Debentures Under Review -- Developing
     BBB (low)

Rogers Wireless Inc.

   * Senior Secured Notes & Debentures Under Review -- Developing
     BBB (low)

Rogers Communications Inc.

   * Issuer Rating Under Review -- Positive BB (high)

Rogers Wireless Inc.

   * Senior Subordinated Notes Under Review -- Developing BB  
     (high)

DBRS's rating action follows the company's announcement that it
plans to simplify its corporate structure by amalgamating its
operating subsidiaries Rogers Wireless and Rogers Cable within
RCI.  The amalgamated entity is expected to continue as RCI.

DBRS notes the announcement is part of a series of planned
reorganization steps, and is consistent with DBRS's stated
expectation of potential corporate simplification at RCI.

As part of the simplification process, DBRS notes the company will
release the security of all bonds issued under the Rogers Cable
and Rogers Wireless trust indentures, as provisioned by the
indentures following the receipt of at least two investment grade
credit ratings.

DBRS notes the Company will redeem all of Rogers Wireless's
$155 million 9.75% 2016 senior secured debentures, as this
particular note did not allow for the springing release of
security.

Additionally, as part of the planned corporate simplification,
DBRS notes the Company will cancel the outstanding bank facilities
at Rogers Cable, Rogers Wireless and Rogers Media and replace them
with a new facility at RCI.  DBRS expects the new facility to be
of similar size to the aggregate amounts of the existing
facilities.

DBRS notes the Under Review -- Developing for Rogers Wireless
and Rogers Cable will be resolved following the successful
completion of the amalgamation under RCI, however at this time
DBRS does not expect a material impact on the BBB (low) rating
of Rogers Cable or the BBB (low) / BB (high) ratings of Rogers
Wireless. However, following the successful completion of this
corporate simplification, DBRS expects Rogers Cable and Rogers
Wireless will cease to exist as formal reporting entities based
on DBRS's expectations of the new structure.

DBRS also notes the Under Review -- Positive for the issuer
rating of RCI reflects the potential for ratings improvement up
to the BBB (low) level given the expectation that the structural
subordination of the rating will be eliminated following the
successful completion of the amalgamation.  DBRS will resolve
the Under Review -- Positive for RCI upon completion of the
amalgamation.


ROUGE INDUSTRIES: Wants Settlement Agreement w/ ARAMARK Approved
----------------------------------------------------------------
Rouge Industries Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve its
settlement agreement with ARAMARK Uniform & Career Apparel LLC,
which provides for the settlement of ARAMARK's claim against the
Debtors.

ARAMARK filed an unsecured, nonpriority proof of claim against the
Debtors for $726,887.  Previously, the parties had a squabble over
alleged overpricing of products and breaches of contract.  
Following the Debtors' filing for bankruptcy, the state court
where the lawsuits were filed stayed the parties' actions.

In order to save time and avoid excessive costs, the Debtors and
ARAMARK entered into a settlement wherein:

   1) ARAMARK's claim will be disallowed in its entirety upon the
      date when the Court approves the settlement agreement; and

   2) ARAMARK has agreed not to further files proofs of claim
      against the Debtors.

Headquartered in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).  
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially all
of the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


ROUGE INDUSTRIES: Court Okays Settlement Agreement with Aristeo
---------------------------------------------------------------
The U.S. Bankruptcy for the District of Delaware authorized Rouge
Industries Inc. and its debtor-affiliates to execute and enter
certain settlement agreements and releases between the Debtors and
Aristeo Construction Company.

Aristeo Construction had asserted construction liens upon certain
of the Debtors' real property, in order to secure payment of an
alleged debt for approximately $194,879.  In order to save time
and minimize costs, the parties agreed in the stipulation to
reclassify and allow the $194,879 Aristeo claim as an unsecured,
non-priority claim.

Based in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially all
of the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


ROUGE INDUSTRIES: Wants to Hire Towers Perrin as HR Consultants
---------------------------------------------------------------
Rouge Industries Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Towers Perrin Forster & Crosby, Inc. as their human
resources consultants and actuaries.

Towers Perrin will:

   a. provide actuarial valuation services for purposes of
      defining the funding requirements for the Pension Plans as
      required under ERISA;
   
   b. provide actuarial valuation services for purposes of
      defining expense and other financial disclosures required
      under generally accepted accounting requirements;
   
   c. consult on the design, administration, funding and
      expense of the benefit programs;

   d. project future pension funding and expense under the
      Pension Plans, other post retirement benefit plans or
      alternatives to such plans;

   e. consult on the administration of the Pension Plans;

   f. assist in preparing any government forms required to be
      filed under ERISA; and

   g. assist in preparing responses to any legal proceedings,
      including bankruptcy proceedings or other proceedings
      involving the PBGC or IRS.

Robert M. O'Keefe, a principal at Towers Perrin, tells the Court
that the Firm's professionals bill:

      Professional                    Hourly Rate
      ------------                    -----------
      Principals                      $575 - $655
      Senior Consultants              $425 - $565
      Consultants                     $320 - $415
      Associates                      $213 - $309
      Interns                          $64 - $202
      Administrative Assistants       $122 - $144

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

Headquartered in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).  
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially all
of the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


ROY LOMPA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Roy Ernest Lompa
        Rita Katherine Lompa
        4998 Airline Highway
        Hollister, CA 95023

Bankruptcy Case No.: 07-51463

Chapter 11 Petition Date: May 16, 2007

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: John T. Hansen, Esq.
                  Nossaman, Guthner, Knox and Elliott, L.L.P.
                  50 California Street, 34th Floor
                  San Francisco, CA 94111
                  Tel: (415) 398-3600

Total Assets:    $95,485

Total Debts: $13,109,756

The Debtor did submit a list of its largest unsecured creditors.


SAINT VINCENTS: Wants to Amend Loan Agreement with Commerce Bank
----------------------------------------------------------------
Saint Vincents Catholic Medical Center of New York and its debtor-
affiliates seek authority from the U.S. Bankruptcy Court for the
Southern District of New York to amend the terms of their
postpetition loan and security agreement with Commerce Bank, N.A.

As reported in the Troubled Company Reporter on Nov. 23, 2005, the
Court authorized the Debtors in November 2005 to obtain
postpetition financing of up to $35,000,000 under a revolving
credit facility with Commerce Bank.

Under the Commerce DIP Order, Commerce Bank was also granted a
first priority, perfected senior priming lien and security
interest in all of the Debtors' entitlements to distributions
received from the State of New York, for the years 2005 and 2006,
from the Professional Education Pools and Indigent Care Pools,
pursuant to programs established by the State under the New York
Public Health Law.

Howard P. Magaliff, Esq., at Togut, Segal & Segal LLP, in New
York, relates that most of the 2005 and a portion of the 2006
Pool distributions have already been collected and the Commerce
Bank Facility by its terms is shrinking.

Moreover, Mr. Magaliff tells the Court, the Debtors have utilized
funds received for the 2005 and 2006 Entitlements in their
operations subject to the provisions of the Commerce DIP Loan
Agreement.

The 2007 Entitlements, however, represent new distributions from
the Pools to be paid to the Debtors by New York State.  The
inclusion of the 2007 Entitlements in the Collateral base creates
an additional availability to maintain the existing $35,000,000
credit line, Mr. Magaliff asserts.

Thus, the Debtors propose to amend the Commerce DIP Loan
Agreement to reflect these terms, among others:

   (a) The Debtors' obligations will continue to be secured by
       the 2007 Entitlements.

   (b) The superpriority administrative expense claim under
       Section 364(c)(1) of the Bankruptcy Code previously
       granted to Commerce Bank under the Commerce DIP Order will
       also continue.

All other substantive terms remain in place under the Commerce
DIP Loan Amended Agreement, with two material changes:

   (i) The Collateral will include the 2007 distributions from
       the Pools; and

  (ii) The other Debtors will no longer guarantee the Facility.

"Absent the spreading of Commerce [Bank]'s liens to the 2007
Entitlements, [the Debtors] would be compelled to pay down the
outstanding loan amount by no later than the maturity date of
June 30, 2007," Mr. Magaliff argues.

A full-text copy of the First Amendment to the DIP Agreement is
available for free at http://ResearchArchives.com/t/s?1f3e

                       About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  (Saint Vincent
Bankruptcy News, Issue No. 53 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors filed their Chapter 11 Plan of Reorganization
accompanying a disclosure statement explaining that Plan on
Feb. 9, 2007.  


SEAENA INC: Posts Net Loss of $864,372 in Quarter Ended March 31
----------------------------------------------------------------
Seaena Inc. reported a net loss of $864,000 on revenue of $796,000
for the first quarter ended March 31, 2007, compared with a net
loss of $601,000 on revenue of $967,000 for the same period ended
March 31, 2006.

The decrease in revenue is primarily due to a large amount of
unfilled orders acquired from Crystal Impressions in January 2006
that the company produced and invoiced during the first quarter of
2006.

Loss from operations increased to $809,000 for the quarter ended
March 31, 2007, compared to loss from operations of $432,000 for
the quarter ended March 31, 2006.  

Payroll and related benefits for the three months ended
March 31, 2007, increased by $189,000, or 54.2%, from $348,000 for
the three months ended March 31, 2006, to $537,000 for the three
months ended March 31, 2007.  

Depreciation and amortization for the three months ended March 31,
2007, increased by $108,000, or 48.5%, from $222,000 for the three
months ended March 31, 2006, to $330,000 for the three months
ended March 31, 2007.  The increase is principally due to the
amortization of the intangible assets purchased with the
acquisition of U.C. Laser Ltd.

Other expense for the three months ended March 31, 2007, decreased  
$94,000, or 86.0%, from $109,000 for the three months ended
March 31, 2006 to $15,000 for the three months ended March 31,
2007.  During the three months ended March 31, 2006, the other
expense of $109,000 principally relates to a settlement with a
former licensee.

At March 31, 2007, the company's balance sheet showed $6,600,000
in total assets, $5,072,000 in total liabilities, and $1,528,000
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1,749,000 in total current assets
available to pay $5,072,000 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?1f60

                       Going Concern Doubt

DeJoya Griffith & Company LLC, in Henderson, Nevada, expressed
substantial doubt about Seaena Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the year ended Dec. 31, 2006.  The auditing firm
reported that the company incurred a net loss of $9,875,464, used
cash for operations of $2,204,745 for the year ended Dec. 31,
2006, has an accumulated deficit of $31,612,052 as of Dec. 31,  
2006, and has a working capital deficit of $2,785,386 as of
Dec. 31, 2006.  

                         About Seaena Inc.

Seaena Inc. (OTC BB: SEAI.OB) fka Crystalix Group International
Inc. -- http://www.seaena.com/ -- manufactures, distributes, and  
markets laser subsurface engraved optical-quality glass products.


SERACARE LIFE: Completes Reorganization; Emerges from Chapter 11
----------------------------------------------------------------
SeraCare Life Sciences, Inc.'s joint plan of reorganization has
become effective and SeraCare has emerged from its Chapter 11
bankruptcy proceeding.

The Plan, which was previously approved by the U.S. Bankruptcy
Court for the Southern District of California, allows SeraCare to
pay off all its creditors in full and exit bankruptcy under the
ownership of its existing shareholders.  The Plan also provides
for the settlement of SeraCare's alleged liabilities in the
previously filed shareholders' class action lawsuit.

In accordance with the Plan, SeraCare reincorporated in the State
of Delaware, and all existing shareholders will receive one share
of reorganized SeraCare common stock in exchange for each share of
SeraCare they previously owned.  In addition, those shareholders
who elected to participate in the January rights offering will
receive those shares.  This rights offering entitled SeraCare's
existing shareholders to purchase their pro rata share of
4,250,000 newly issued shares of reorganized SeraCare common stock
at a price of $4.75 per share and raised a total of $20,187,500
for SeraCare.

The officers and directors of reorganized SeraCare were
reconstituted in accordance with the Plan as follows: Susan Vogt,
who joined SeraCare as President and Chief Executive Officer last
July, will continue to serve in those roles for the reorganized
company.  Gregory Gould, who joined SeraCare as Chief Financial
Officer last August, will continue to serve as Chief Financial
Officer, and will also occupy the positions of Treasurer and
Secretary of reorganized SeraCare.

Samuel Anderson, who has served on SeraCare's board of directors
since 2001, will remain on the board, as will Susan Vogt, who was
elected to the board in September 2006.

New board members include Eugene I. Davis, who will serve as the
Chairman of the Board of Directors, Jill Tillman and Sarah Beth
Murphy.  Mr. Davis is Chairman and Chief Executive Officer of
PIRINATE Consulting Group, LLC, a privately held consulting firm
specializing in turnaround management, merger and acquisition
consulting and strategic planning advisory services.  Mr. Davis is
currently the Chairman of the Board of Directors of Atlas Air
Worldwide Holdings Inc., which recently emerged from its own
chapter 11 proceedings.  Ms. Tillman is the Chief Operating
Officer of Brandywine Hospital in Pennsylvania and serves on the
Board of Directors of Critical Care Systems International, Inc.
Ms. Murphy is Senior Vice President for Strategic and Financial
Planning of Deltacom, a large regional telecommunications services
provider that recently underwent a financial and operating
restructuring.

Commenting on SeraCare's reorganization, Ms. Vogt said, "I'm
pleased we have been successful in our efforts to complete the
bankruptcy restructuring of SeraCare.  I believe we are now well
positioned to grow and build SeraCare's capabilities to meet our
customers' needs now and for the future.  I am also excited to
work with the new members of the board of directors, who each
bring enormous experience to the business to help us confront the
challenges and harness the opportunities we have ahead of us."

                      About SeraCare Life

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological   
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  Garrick A. Hollander,
Esq., Paul J. Couchot, Esq., Peter W. Lianides, Esq., and Sean A.
O'Keefe, Esq., at Winthrop Couchot represent the Debtor.  The
Official Committee of Unsecured Creditors selected Henry C.
Kevane, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub LLP, as its counsel.  Thomas E. Patterson,
Esq., and Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff &
Stern LLP, Mark I. Bane, Esq., and D. Ross Martin, Esq., at Ropes
& Gray LLP, represent the Ad Hoc Committee of Equityholders.  When
the Debtor filed for protection from its creditors, it listed
$119.2 million in assets and $33.5 million in debts.


SG MORTGAGE: Moody's Cuts M-10 & M-11 Classes to Low-B
------------------------------------------------------
Moody's Investors Service has downgraded two certificates from a
transaction issued by SG Mortgage Securities Trust 2006-FRE1.  The
transaction consists of subprime primarily first-lien adjustable-
and fixed-rate loans.  The loans are originated by Fremont
Investment and Loan.

The two most subordinate certificates from the transaction have
been downgraded because existing credit enhancement levels may be
low given the current projected losses on the underlying pools.  
The transaction closed in May 2006 and has built up a large
delinquency pipeline of approximately 13% in foreclosure and REO
compared to the available overcolateralization (OC). Also, the
underlying pools in the transaction are below the OC target as of
the April 25, 2007 reporting date.

* SG Mortgage Securities Trust

   Downgrades:

   -- Series 2006-FRE1, Class M-10, Downgraded to Ba2 from Ba1;
   -- Series 2006-FRE1, Class M-11, Downgraded to B2 from Ba2.


SGP ACQUISITION: Judge Sontchi Confirms Amended Chapter 11 Plan
---------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy
Court for the District of Delaware confirmed the Amended Chapter
11 Plan of Reorganization co-proposed by SGP Acquisition LLC,
Kimolos II LP, and the Official Committee of Unsecured Creditors.
Kimolos a non-debtor affiliate of SGP Acquisition.

As reported in the Troubled Company Reporter on April 5, 2007,
the Proponents told the Court that the funds to be used to
implement the Plan will be obtained from the Debtor's assets,
which includes the Dunlop Settlement Proceeds and cash on hand
the effective date, and funds to be contributed by Kimolos.

Under the Amended Plan, Administrative Claims and Priority Tax
Claims will be paid in full on the effective date.

Holder of General Unsecured Claims will receive a pro rata share
of the Debtor's available assets after all prior claims have been
paid in full.

Equity Interest holders will not receive nor retain any property
and these interests will be cancelled.

Headquartered in Greenville, South Carolina, SGP Acquisition, LLC
-- http://www.slazengergolf.com/-- markets a wide array of     
premium golf apparel, golf balls, and related accessories.  The
Company filed for chapter 11 protection on November 30, 2004
(Bankr. D. Del. Case No. 04-13382).  Laurie Polleck, Esq., at
Jaspan Schlesinger Hoffman, and Mark A. Philip, Esq., at Benesch
Friedlander Coplan & Aronoff, represent the Debtor.  Francis A.
Monaco, Jr., Esq., Joseph J. Bodnar, Esq., and Kevin J. Mangan,
Esq., at Monzack and Monaco, P.A., represent the Official
Committee of Unsecured Creditors.  James M. Lawniczak, Esq., at
Calfee Halter & Griswold LLP, represents Kimolos.  When the Debtor
filed for protection from its creditors, it listed estimated
assets and debts of $10 million to $50 million.


SMARTVIDEO TECH: Posts $3,801,567 Net Loss in Qtr Ended March 31
----------------------------------------------------------------
SmartVideo Technologies Inc. reported a net loss of $3,801,567 on
revenue of $334,732 for the first quarter ended March 31, 2007,
compared with a net loss of $3,386,404 on revenue of $112,967 for
the same period ended March 31, 2006.

Total operating expenses increased $472,000 to $4,016,000 for the
quarter ended March 31, 2007, from $3,544,000 for the quarter
ended March 31, 2006.

For the three months ended March 31, 2007, the company recorded
approximately $1,645,000 in non-cash, stock-based compensation
expense, as compared to $777,000 for the three months ended
March 31, 2006,  

Broadcast rights expense for the three months ended March 31,
2007, were $100,000 as compared to $528,000 for the same period in
2006.  This decrease is attributable to the company's decision to
change its focus to a subscription based model delivering mobile
entertainment services direct to the consumer.  

At March 31, 2007, the company's balance sheet showed $4,305,685
in total assets and $5,593,393 in total liabilities, resulting in
a $1,287,708 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $2,109,935 in total current assets
available to pay $4,877,796 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?1f58

                       Going Concern Doubt

Sherb & Co. LLP, in Boca Raton, Florida, expressed substantial
doubt about Smart Video Technologies Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements as of the years ended Dec. 31, 2006, and
2005.  The auditing firm pointed to the company's recurring losses
from operations, net cash used in operations, net working capital
deficit, stockholders' deficit and accumulated deficit.

                   About SmartVideo Technologies

Headquartered in Duluth, Georgia, SmartVideo Technologies, Inc. --
http://www.smartvideo.com/ -- provides video content distribution    
services and technology to consumers connected to the Internet.  
The company offers its customers access to video programming that
is transmitted directly to mobile display devices, cell phones,
and personal digital assistant devices, which connect to the
Internet through cellular data networks and wireless access.


SONOMED INC: Inks Pacts with Stonebridge to Reorganize Business
---------------------------------------------------------------
Sonomed Inc. has entered into an agreement with StoneBridge
Merchant Capital Corp. to reorganize its holdings.

Under the agreement, Sonomed will propose an arrangement to its
shareholders.  Subject to the plan, the arrangement will consist,
among other things, of:

   (i) the creation by Sonomed of a new class of exchangeable
       common shares and new preferred shares redeemable at a
       price per share equal to Sonomed's aggregate amount of cash
       and short-term investments (net of all liabilities) as at
       the closing date;

  (ii) the exchange of all currently issued and outstanding Common
       Shares into units, each unit being comprised of one new
       common share and one new preferred share; and

(iii) the redemption by Sonomed of each new preferred share in
       exchange for promissory notes payable in part on the
       effective date of the arrangement and in part 60 days after
       closing date.

The plan of arrangement also provides that the new common shares
of Sonomed will be exchanged for shares of a newly incorporated
company, SND Energy Ltd., at the closing date.  Existing
shareholders of Sonomed will thereby receive shares in SND Energy,
which will then own all of the outstanding shares of Sonomed.  

With the assistance of StoneBridge, SND Energy intends to be
engaged in the energy business.  In connection with these
transactions, it is anticipated that SND Energy will seek
acceptance of the listing of its shares on the NEX board, and
that, subsequent to completing a financing or an acquisition, SND
Energy will make an application to the TSX Venture Exchange, or
other exchange to list its common shares.

Pursuant to the agreement, it is contemplated that StoneBridge
will provide a total of $685,000 to Sonomed and SND Energy.  The
contemplated transaction is subject to various closing conditions
and all necessary shareholder, corporate and regulatory approvals
as well as approval of the Superior Court of Quebec.

Martin St-Jean, Chief Executive Officer of Sonomed, commented,
"The proposed transaction is an attractive opportunity for Sonomed
and its shareholders by providing a capital injection into Sonomed
and by providing exposure, through StoneBridge's merchant banking
expertise, to energy opportunities at a time of high energy
prices."

Rod Maxwell, Managing Director of StoneBridge stated, "This is an
exciting opportunity for Sonomed and its existing shareholders.  
We will assist in recruiting an experienced board and committed
management to ensure that SND Energy can take advantage of growth
opportunities in the energy industry."

Sonomed intends to complete the arrangement between June 22, 2007
and June 26, 2007 and to hold a special meeting of shareholders to
approve the arrangement on June 13, 2007.

Sonomed also disclosed that it settled the breach of
representations and warranties made to the arm's length purchaser
of its assets in December 2005 by obtaining a complete release and
discharge from the purchaser for such breach.  In addition,
Sonomed received $190,000 from such purchaser as final payment for
the assets sold in 2005.  Sonomed accepted to reduce to $190,000
the balance of $200,039 that would have been due by such purchaser
later this year to compensate the early payment.

Also, Sonomed entered into an agreement with the purchaser of its
Androfact healthcare evaluation system pursuant to which the
purchaser paid a final lump sum of $25,000 for such asset in lieu
of the periodic payments.

                         About Sonomed Inc.

Sonomed Inc. (NEX:SNM) -- http://www.sonomedinc.com/-- is  
specialized in the research and development of new technology for
the medical sector.  On Dec. 22, 2005, Andromed announced that its
principal assets had been sold to an arm's length purchaser.  
Since this date, the company has limited its activities and
expenses to preserve its cash and seeks out opportunities to
enhance the value of its shares.


SPCM SA: Moody's Affirms B3 Rating on Sr. Unsecured Notes
---------------------------------------------------------
Moody's Investors Service affirmed the corporate family rating of
SPCM SA at B1 and rating of its senior unsecured notes at B3
following the announcement of the proposed EUR50 million top up of
the notes.

The proceeds are expected to be used to provide additional
liquidity as the Company continues to expand. Taking into account
the proposed change in the liabilities structure, Moody's adjusted
the LGD assessment on the notes from LGD 5 (85%) to LGD 5 (83%).
Outlook on the ratings is stable.

In 2006, the group's net revenue grew 17% supported by continuous
strength in the pricing environment and growth in volumes of
petroleum and mining applications chemicals, while gross margin
remained stable (2006 EBITDA margin was affected by provisions).  
Going forward, Moody's notes that further growth in absolute
performance indicators may be affected by USD/EURexchange
valuations (with only 30% of revenues derived in Europe).

The group continues to pursue growth in new markets and through
new applications and reinvests its operating cash flow. In 2006,
its FCF was further affected by several extraordinary items
(anticipated at the time of the assigning of the initial rating in
June 2006). At the end of 2006, on the adjusted basis the leverage
stood close to 4 times and at 3% on FCF/Adjusted Debt basis (net
of extraordinary items).

SPCM SA is a holding company for the SNF Group, one of the world's
leading producers of acrylamide-based water soluble polymers used
in water treatment, as well as in mining, pulp and paper and
enhanced oil extraction. SNF is located in Saint-Etienne, France
and in 2006 reported EUR852 million in revenues and EUR93 million
in EBITDA.  SNF has operations in Brazil, Canada, Bulgaria, Korea,
Italy, Poland, Russia, Sweden, Turkey, and the United States,
among others.


SPECIALTY RESTAURANT: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Specialty Restaurant Group, L.L.C.
        dba Silver Spoon Cafe
        dba L&N Seafood Grill
        dba Silver Spoon/American Caf,
        dba The American Cafe
        340 South Washington Street
        Maryville, TN 37804

Bankruptcy Case No.: 07-03356

Type of Business: The Debtor owns and operates three
                  restaurant concepts with over 35 restaurants
                  primarily located in the Eastern US: The
                  American Cafe, Silver Spoon Caf, and L&N Seafood
                  Grill.  See http://www.srg.us/

Chapter 11 Petition Date: May 15, 2007

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: Gregory Michael Wilkes, Esq.
                  Kristian W. Gluck, Esq.
                  Ryan E. Manns, Esq.
                  Fulbright & Jaworski, L.L.P.
                  2200 Ross Avenue, Suite 2800
                  Dallas, TX 75201
                  Tel: (214) 855-8000
                  Fax: (214) 855-8200

                        --and--

                  Robert James Gonzales, Esq.
                  Robert J. Mendes, Esq.
                  Robin Bicket White, Esq.
                  MGLAW, P.L.L.C.
                  2525 West End Avenue, Suite 1475
                  Nashville, TN 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000

Total Assets: $7,231,149

Total Debts: $21,285,200

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
G.E.                             bank loan; value   $11,187,290
c/o G.E.C.C.                     of security:
8377 East Hartford Drive,        $3,500,000
Suite 200
Scottsdale, AZ 85255
Tel: (800) 617-3783

Internal Revenue Service         trade debt          $2,539,498
Special Procedures Staff
Mail Code 5020-DAL
1100 Commerce Street
Room 9B8
Dallas, TX 75242

Ruby Tuesday, Inc.               trade debt            $700,725
150 West Church Avenue
Maryville, TN 37801
Tel: (865) 379-5700

Tia's Carrollton                 trade debt            $250,000
c/o Today's Management, Inc.
17400 Dallas Parkway,
Suite 216
Dallas, TX 75287

Simon Capital At Tyrone          trade debt            $250,000
Square
c/o Simon Property Group,
L.L.C.
National City Center
115 West Washington Street
Indianapolis, IN 46204
Tel: (972) 966-1111

Tia's Lewisville                 trade debt            $245,000
c/o First Commercial Realty

Tia's West Plano                 trade debt            $235,604
c/o Old Shepard Place II,
Ltd.

Westlake Retail                  trade debt            $233,709
c/o Shafer Plaza XXI, Ltd.

Governors Square Partnership     trade debt            $100,013

Tia's Fort Worth                 trade debt             $96,176

Franconia Two, L.P.              trade debt             $88,236

Waterside Shops At Pelican Bay   trade debt             $86,652

Tia's Fairfax                    trade debt             $80,000
c/o F.L. Promenade, L.P.

4776 Granite Run Mall            trade debt             $78,110

Jacksonville Landing             trade debt             $71,212
Investments

Lakeforest Associates, L.L.C.    trade debt             $70,226

Tennessee Department of          trade debt             $68,275
Revenue

Carousel Center Company, L.P.    trade debt             $67,772

Florida Department of Revenue    trade debt             $67,679

Crystal Run Newco, L.L.C.        trade debt             $63,069


SUNTRUST ACQUISITION: DBRS Puts BB Rating on Cl. M-4 Certificates
-----------------------------------------------------------------
Dominion Bond Rating Service has assigned these ratings to the
Asset Backed Pass-Through Certificates, Series 2007-1 issued by
SunTrust Acquisition Closed-End Seconds Trust, Series 2007-1.

   * $317.1 million Class A rated at AAA
   * $7.2 million Class M-1 rated at A (high)
   * $11.5 million Class M-2 rated at A (low)
   * $14.8 million Class M-3 rated at BBB (low)
   * $16.7 million Class M-4 rated at BB (high)

The AAA ratings on the Class A Certificates reflect credit
enhancement of 14.50% provided by excess spread, targeted
overcollateralization (OC) of 0.95% of the collateral as of the
cut-off-date and the subordinate classes.  The rating on the
Class A certificates also takes into consideration a certificate
guaranty insurance policy issued by XL Capital Assurance Inc.  The
policy will guarantee certain payments of interest and principal
on the Class A Certificates.  The A (high), A (low), BBB (low)
and BB (high) ratings on Classes M-1 through M-4 reflect credit
enhancement provided by excess spread, OC and subordination.  In
the cases of M-1 through M-4, credit enhancement is 12.55%, 9.45%,
5.45% and 0.95%, respectively.

The ratings on the certificates also reflect the quality of the
underlying assets and the capabilities of Wells Fargo Bank, N.A.
as master servicer and securities administrator and GMAC Mortgage,
LLC as servicer.  HSBC Bank USA, N.A. will serve as trustee and
Deutsche Bank National Trust Company will serve as custodian.  The
Trust will enter into an interest rate swap agreement with Bear
Stearns Financial Products Inc. for the benefit of the Class
A certificates commencing in May 2007, and ending on the
distribution date in September 2011.  The Trust will make fixed-
rate payments at 5.065% per annum in exchange for floating-rate
payments at LIBOR.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th of each month, commencing in May
2007. Interest will first be paid concurrently to the Class A
Certificates, followed by sequential interest payments to the
subordinate classes.  Until the step-down date, principal
collected will be paid exclusively to the Class A Certificates
unless such class has been paid down to zero.  After the step-down
date -- and provided that certain performance tests have been met
-- principal payments will be distributed among the certificates
of all classes on a pro rata basis.  In addition, provided that
certain performance tests have been met, the level of OC may be
allowed to step down to 1.90% of the then-current balance of the
mortgage loans.

The loans in the Underlying Trust are conventional, fixed-rate,
second-lien mortgages that were primarily originated by American
Home Mortgage Corp. and New Century Mortgage Corporation.  As of
the cut-off date, the mortgage loans had an initial aggregate
principal balance of $370,848,626, a weighted-average mortgage
rate of 11.447%, a weighted-average FICO of 709 and a weighted-
average original combined loan-to-value ratio of 95.61%.


TAYLOR CAPITAL: Earns $56 Million in First Quarter Ended March 31
-----------------------------------------------------------------
Taylor Capital Group Inc. recorded total interest income of
$56 million for the first quarter ended March 31, 2007, as
compared with $51.5 million for the first quarter ended March 31,
2006.  Net income for the quarter ended March 31, 2007 totaled
$5.3 million, a decrease of $3.5 million, or 39.9%, as compared
with the $8.9 million during the first quarter in 2006.

The largest component of the decline in first quarter 2007 net
income was attributable to a $3.6 million provision for loan
losses as compared with $900,000 during the first quarter a year
ago.  Additionally, net interest income decreased $1.6 million in
the first quarter of 2007 due to a decline in the net interest
margin.  The $1.2 million decrease in non-interest income between
the two quarterly periods was primarily attributable to a decrease
in other derivative income and loan syndication fees.

Total assets decreased $126.5 million, or 3.7%, to $3.2 billion at
March 31, 2007, from total assets of $3.4 billion at Dec. 31,
2006.  The decrease in total assets was primarily due to lower
cash and cash equivalent balances of $85.7 million and investment
securities of $41 million.  Total loan balances at March 31, 2007
were mostly unchanged from Dec. 31, 2006.  Total deposits
decreased by $147.6 million to $2.49 billion at March 31, 2007, as
compared with $2.64 billion at Dec. 31, 2006.  Total stockholders'
equity at March 31, 2007, was $278.2 million, as compared with
$271.2 million at Dec. 31, 2006.

                 Liquidity and Sources of Capital

Period-end cash and cash equivalents were $49.2 million at
March 31, 2007, as compared with $134.9 million at Dec. 31, 2006.  
Short-term investments were liquidated during the first quarter to
offset deposit outflows from certain significant deposit sources.

Investment securities totaled $628.1 million at March 31, 2007, as
compared with $669.1 million at Dec. 31, 2006, a decrease of
$41 million, or 6.1%.  Cash flows from maturities and payments on
investment securities were not reinvested in securities as the
company's deposit balances declined during the quarter.  The
weighted average life of the investment portfolio at March 31,
2007, was about 5.25 years, as compared with about 5.3 years at
Dec. 31, 2006.

At March 31, 2007, the net unrealized loss on the available for
sale securities totaled $6.2 million, a decrease of $2.9 million
from Dec. 31, 2006.  The company believes the unrealized losses
arose from increased market interest rates, not credit
deterioration, and that no other than temporary impairment exists.  
The company believes it has the ability to hold all of these
securities for the time necessary to recover the amortized cost.

Total loans were $2.5 billion at both March 31, 2007 and Dec. 31,
2006, as an increase in total commercial loans of $10.4 million
was mostly offset by a decrease in consumer-oriented loans of
$9.6 million.

At March 31, 2007, the company had $45.4 million of junior
subordinated debentures issued to TAYC Capital Trust I, its wholly
owned statutory trust, that are callable by the company at par
beginning in October 2007.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f5a

                       About Taylor Capital

Headquartered in Illinois, Chicago, Taylor Capital Group Inc.
(Nasdaq: TAYC) -- http://www.taylorcapitalgroup.com/-- is a bank-
holding company.  The company derives virtually all of its revenue
from its subsidiary, Cole Taylor Bank, which presently operates 11
banking centers throughout the Chicago metropolitan area.
    
                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Fitch Ratings has upgraded these ratings with a Stable Outlook:
(i) Long-term IDR to 'BBB-' from 'BB+'; (ii) Short-term Issuer to
'F3' from 'B'; and, (iii) Individual to 'B/C' from 'C'.


THEGLOBE.COM INC: Posts $2,788,616 Net Loss in Qtr Ended March 31
-----------------------------------------------------------------
Theglobe.com Inc. reported a net loss of $2,788,616 on net revenue
of $431,742 for the first quarter ended March 31, 2007, compared
with a net loss of $4,544,613 on net revenue of $313,613 for the
same period last year.

The company had an operating loss from continuing operations of
approximately $1,594,000 for the quarter ended March 31, 2007,
compared to an operating loss from continuing operations of
approximately $1,758,000 for the quarter ended March 31, 2006.

Loss from discontinued operations, net of income taxes, totaled
approximately $1.2 million in the first quarter of 2007 as
compared to a net loss of $2.8 million during the first quarter of
2006.  The increase in loss from discontinued operations is mainly
a result of the increase in net loss of the company's VoIP
telephony service business of approximately $1,878,000.

In March 2007, management and the board of directors of the
company made the decision to cease all activities related to its
computer games and VoIP telephony services businesses.  Results of
operations of these businesses are reported as discontinued
operations for all periods presented.

At March 31, 2007, the company's balance sheet showed $5,l61,086
in total assets and $12,448,193 in total liabilities, resulting in
a $7,287,107 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $4,473,192 in total current assets
available to pay $12,272,669 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?1f4f

                       Going Concern Doubt

Rachlin Cohen & Holtz LLP, in Fort Lauderdale, Florida, expressed
substantial doubt about the company's ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring net losses and
significant working capital deficit.

                      About Theglobe.com Inc.

Theglobe.com Inc. (OTC BB: TGLO.OB) -- manages a single line of
business, Internet services, consisting of Tralliance Corporation
which is the registry for the ".travel" top-level Internet domain.  
The establishment of the ".travel" top-level domain enables
businesses, organizations, governmental agencies and other
enterprises that operate within the travel and tourism industry to
establish a unique Internet domain name from which to communicate
and conduct commerce.  As the registry for the ".travel" top-level
domain, Tralliance is responsible for maintaining the master
database of all second-level ".travel" domain names and their
corresponding Internet Protocol addresses.


TOYS 'R' US: Annual Report Filing Prompts Moody's to Lift Rating
----------------------------------------------------------------
Moody's Investors Service upgraded Toys "R" Us, Inc.'s speculative
grade liquidity rating to SGL-3 from SGL-4 following the company's
filing of its 2006 Annual Report under Form 10-K with the U.S.
Securities and Exchange Commission on May 15, 2007.

The upgrade of the speculative grade liquidity rating to SGL-3
reflects the elimination of risk with respect to bank facility
availability as a result of the filing of the FYE 2006 Form 10-K
on May 15, 2007.

The review for downgrade of the B2 corporate family rating will
continue while Moody's reviews FYE 2006's operating performance,
assesses the severity of the continuing material weakness in
accounting controls, and evaluates the company's prospects for FYE
2007. "Although Toys "R" Us continues to have a weak balance
sheet, a confirmation with a stable or negative outlook is a
possibility based on current information," stated Moody's Analyst
Charlie O'Shea.

The SGL-3 rating is constrained by Toys' high leverage and its
negative impact on cash flow after debt service, as well as its
limited available alternate sources of future liquidity as a
result of the pledging of all operating and intangible assets in
addition to the negative pledge on the majority of its remaining
unencumbered U.S. real estate.

Toys' internal liquidity profile is characterized by modest
operating cash flow generation that would be insufficient to cover
highly seasonal working capital needs and ongoing capital
expenditures over the next twelve months. Supporting the SGL-3
rating, however, is the expectation of sufficient excess
availability under its $2.0 billion unrated secured asset-based
revolving credit facility and $375 million multi-currency
revolving credit facilities.  These facilities will be necessary
to fund seasonal working capital needs, with usage expected to
peak in the third quarter as inventories build ahead of the
holiday season.

Covenants are not applicable until excess availability under its
$2.0 billion facility falls below $125 million, which Toys
currently exceeds with cushion, and are expected to be in
compliance over the next four quarters. As of fiscal year-end
February 3, 2007, the company had approximately $2.0 billion in
reported liquidity consisting of $765 million in cash and
approximately $1.2 billion in availability under its revolvers.

Toys "R" Us, Inc., headquartered in Wayne, NJ, is the second-
largest toy retailer in the U.S., with FYE 2006 revenues of $13
billion.


TYCO INT'L: Agrees to Settle Consolidated Lawsuits for $3 Billion
-----------------------------------------------------------------  
Tyco International Ltd. has agreed to pay as much as $3 billion to
settle a consolidated securities class-action suit filed against
the company in 2002, Charles Forelle of The Wall Street Journal
reports.

The deal is subject to court approval and the participation of
plaintiffs that hold a significant percentage of Tyco shares
in the class.

Funding for the settlement includes any recovery Tyco may have
from its claims against former key officers who were charged with
securities fraud and conspiracy.

Tyco also agreed to give shareholders the right to pursue, and
benefit from, the company's claims of accounting malpractice
against its former auditor.

Katharine Webster of the Associated Press relates that the
settlement covers shareholders from December 1999 to June 2002
and, in some of the consolidated cases, investors who owned stock
starting in October 1998.

Portion of the settlement that will go toward attorneys' fees has
not been determined yet because that portion of the lawsuit is
still pending, AP says.

Based in Pembroke, Bermuda, Tyco International Ltd. (NYSE: TYC)
(BSX: TYC) -- http://www.tyco.com/-- provides vital products and  
services to customers in four business segments: Electronics, Fire
& Security, Healthcare, and Engineered Products & Services.  With
2006 revenue of $41 billion, Tyco employs approximately 240,000
people worldwide.


TYCO INTERNATIONAL: Tender Offers Prompt AIG to Withdraw Lawsuit
----------------------------------------------------------------
Tyco International Ltd. disclosed in a press statement this week
that AIG Global Investment Corp. has voluntarily withdrawn its
lawsuit against the company regarding its currently outstanding
tender offers and consent solicitations for its notes under the
1998 and 2003 indentures.  AIG had filed the lawsuit on May 10,
2007.

The expiration date of the tender offers is at 12:00 midnight, New
York City time, on Thursday, May 24, 2007, unless extended or
earlier terminated.

Holders of Notes who tendered their Notes after 5:00 p.m., New
York City time on May 17, 2007, but before 12:00 midnight, New
York City time, on May 24, 2007, unless that date is extended or
earlier terminated, will be eligible to receive the total
consideration less the early consent payment of $30.

The total consideration for each $1,000 principal amount of Notes
will equal the present value of the remaining interest and
principal payments on such Notes, calculated as stated in the
relevant tender offer and consent solicitation document, based on
a yield to maturity of the U.S. Treasury reference security for
such Notes plus the fixed spread indicated in the relevant tender
offer and consent solicitation document.

The dealer managers will calculate the reference yield in
accordance with standard market practice based on the bid-side
price of the UST Reference Security for the Notes as displayed on
the relevant Bloomberg pages as of 2:00 p.m., New York City time,
two business days prior to the expiration date.

Goldman, Sachs & Co. and Morgan Stanley are the dealer managers
for the tender offers and solicitation agents for the consent
solicitations.

Investors with questions regarding the tender offers may contact
Goldman, Sachs & Co. at (212) 902-9077 or (800) 828-3182 (toll
free) and Morgan Stanley at (212) 761- 1941 or (800) 624-1808
(toll free).

Global Bondholder Services Corporation is the information agent
and depositary and can be contacted at (212) 430-3774 (collect) or
in relation to the tender offers and the consent solicitations, at
(866) 470-3700 (toll free).

                            About Tyco

Based in Pembroke, Bermuda, Tyco International Ltd. (NYSE: TYC)
(BSX: TYC) -- http://www.tyco.com/-- provides vital products and  
services to customers in four business segments: Electronics, Fire
& Security, Healthcare, and Engineered Products & Services.  With
2006 revenue of $41 billion, Tyco employs approximately 240,000
people worldwide.


TYCO INT'L: Ups Refinancing & Restructuring Charges to $1.6 Bil.
----------------------------------------------------------------
Tyco International Ltd. disclosed in a regulatory filing with the
Securities and Exchange Commission that in connection with its
proposal to separate the company into three separate, publicly
traded companies, Tyco estimates that it will incur income
statement charges at the high end of the previously disclosed
range of $1.2 billion to $1.6 billion, after tax, related
primarily to debt refinancing, tax restructuring, professional
services and employee-related costs.

During the quarters ended March 30, 2007 and March 31, 2006, the
company said it incurred pre-tax costs related to the proposed
separation of $106 million and $25 million, respectively.  During
the six months ended March 30, 2007 and March 31, 2006, the
company also said it incurred pre-tax costs related to the
proposed separation of $191 million and $33 million, respectively.

                       Proposed Separation

On January 13, 2006, Tyco's Board of Directors approved a plan to
separate the company into three separate, publicly traded
companies -- Tyco Healthcare, Tyco Electronics and a combination
of Tyco Fire and Security and Engineered Products and Services.

The company intends to accomplish the proposed separation through
tax-free stock dividends to Tyco shareholders.  Following the
proposed separation, Tyco's shareholders will own 100% of the
equity in all three companies.

According to Tyco, consummation of the proposed separation is
subject to certain conditions, including final approval by its
Board of Directors, receipt of certain tax rulings, necessary
opinions of counsel, the effectiveness of Registration Statements
filed with the Securities and Exchange Commission and the
completion of any necessary debt refinancings.

Tyco said it received an initial private letter ruling from the
Internal Revenue Service and an opinion from outside counsel
regarding the U.S. federal income tax consequences of the proposed
separation noting it will qualify for favorable tax treatment.

In January 2007, Tyco filed initial Registration Statements with
the SEC to register the equity of Tyco Healthcare and Tyco
Electronics.  In April 2007, amended Registration Statements were
filed.  The company expects the proposed separation to occur in
the second calendar quarter of 2007.

                      Discontinued Operations

During the fourth quarter of 2006, the company said entered into a
definitive sale agreement to divest its Printed Circuit Group
business, a component of the Electronics segment.  During the
first quarter of 2007, the company consummated the sale of its PCG
business for $231 million in net cash proceeds and recorded a pre-
tax gain on the sale of $45 million.

In the first quarter of 2007, the operations of Aguas Industriales
de Jose, C.A., a majority owned Engineered Products and Services
segment joint venture in Venezuela, was sold for $42 million in
net cash proceeds and a pre-tax gain on sale of $19 million was
recorded.

For the same quarter, the company also collected a $30 million
receivable due from the purchaser of the Plastics, Adhesives and
Ludlow Coated Products businesses related to the decline in
average resin prices.

Tyco also reached a definitive agreement during the first quarter
of 2006 to sell its Plastics, Adhesives and Ludlow Coated Products
businesses and was negotiating the sale of its A&E Products
business.  At that time, the company assessed the recoverability
of the carrying value of these businesses and, based on existing
market conditions and the terms and conditions included or
expected to be included in the respective sales agreements,
recorded pre-tax impairment charges of $275 million and
$17 million related to the Plastics, Adhesives and Ludlow Coated
Products businesses and the A&E Products business, respectively,
to write the businesses down to fair values less costs to sell.

During the second quarter of 2006, the company closed the sale of
the Plastics, Adhesives and Ludlow Coated Products businesses for
$975 million in gross cash proceeds.  Estimated working capital
and other adjustments resulted in net proceeds of $907 million,
subject to settlement of the final working capital adjustment.  
The company recognized a pre-tax loss on sale of approximately
$10 million, during the second quarter of 2006.

For the same quarter, the company reassessed the recoverability of
the carrying value for the A&E Products Group in conjunction with
the terms and conditions included in the definitive sale agreement
entered into during the quarter.  As a result of the reassessment,
the company recorded an additional pre-tax impairment charge of
$5 million to write the business down to its fair value less costs
to sell.

                            About Tyco

Based in Pembroke, Bermuda, Tyco International Ltd. (NYSE: TYC)
(BSX: TYC) -- http://www.tyco.com/-- provides vital products and  
services to customers in four business segments: Electronics, Fire
& Security, Healthcare, and Engineered Products & Services.  With
2006 revenue of $41 billion, Tyco employs approximately 240,000
people worldwide.


TYCO INT': S&P Says $3BB Settlement Does Not Change Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BBB+' long-term
and 'A-2' short-term corporate credit ratings on Tyco remain on
CreditWatch with negative implications following the company's
agreement to settle most of its securities class action lawsuits
for a cash amount of $2.975 billion.  

On April 24, 2007, Standard & Poor's indicated that, following
the successful spin-off of the healthcare and electronic
businesses, the long-term corporate credit rating would be lowered
by one notch to 'BBB' with a stable outlook.

The rating agency says that the settlement of most of Tyco
securities class action lawsuits is a positive development for the
company's credit profile in that it removes a significant
previously uncertain liability.

The settlement amount of $2.975 billion is about $1.0 billion less
than the amount Standard & Poor's had assumed for the rating,
however, the rating agency notes that while a benefit to the post-
spin Tyco's credit profile and its current and future financial
flexibility, the liability is not sufficiently lower to result
immediately in a revision to positive outlook or a higher rating.

Based in Pembroke, Bermuda, Tyco International Ltd. (NYSE: TYC)
(BSX: TYC) -- http://www.tyco.com/-- provides vital products and  
services to customers in four business segments: Electronics, Fire
& Security, Healthcare, and Engineered Products & Services.  With
2006 revenue of $41 billion, Tyco employs approximately 240,000
people worldwide.


U.S. STEEL: Plans $900 Million Senior Notes' Offering
-----------------------------------------------------
United States Steel Corporation disclosed its intent to offer
$900 million aggregate principal amount of Senior Unsecured Notes.

The issuance of the Notes is subject to market and other
conditions.

The proceeds of the offering are intended to be used to redeem all
of the currently outstanding 9.75% Senior Notes due 2010 and to
fund a portion of the Lone Star Technologies, Inc. acquisition.

J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC and RBS Greenwich Capital will be
joint book runners for this offering.

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures a  
wide variety of steel sheet, tubular and tin products; coke, and
taconite pellets; and has a worldwide annual raw steel capability
of 26.8 million net tons. U. S. Steel's domestic primary steel
operations are: Gary Works in Gary, Ind.; Great Lakes Works in
Ecorse and River Rouge, Mich.; Mon Valley Works, which includes
the Edgar Thomson and Irvin plants, near Pittsburgh and Fairless
Works near Philadelphia, Pa.; Granite City Works in Granite City,
Ill.; Fairfield Works near Birmingham, Ala.; Midwest Plant in
Portage, Ind.; and East Chicago Tin in East Chicago, Ind.  The
company also operates two seamless tubular mills, Lorain Tubular
Operations in Lorain, Ohio; and Fairfield Tubular Operations near
Birmingham, Ala.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works. On Northern Minnesota's Mesabi
Iron Range, U. S. Steel's iron ore mining and taconite pellet
operations, Minnesota Taconite (Minntac) and Keewatin Taconite
(Keetac), support the steelmaking effort, and its subsidiary
ProCoil Company provides steel distribution and processing
services.

U.S. Steel's steelmaking subsidiaries U.S. Steel Kosice, s.r.o.,
in Kosice, Slovakia and U.S. Steel Serbia, d.o.o, in Sabac and
Smederevo, Serbia.  Acero Prime, the company's joint venture with
Feralloy Mexico, S.R.L. de C.V. and Intacero de Mexico, S.A. de
C.V., provides Mexico's automotive and appliance manufacturers
with total supply chain management services through its slitting
and warehousing facility in San Luis Potosi and its warehouse in
Ramos Arizpe.


U.S. STEEL: Hart-Scott-Rodino Waiting Period Expires
----------------------------------------------------
United States Steel Corporation and Lone Star Technologies, Inc.,
disclosed that they received notice from the Federal Trade
Commission of early termination of the Hart-Scott-Rodino waiting
period on May 10, 2007 in connection with the previously announced
merger.

Completion of the merger is subject to the approval of Lone Star's
shareholders and customary closing conditions.  Both companies
expect the transaction to close during the second quarter of 2007.

                              Merger

As previously reported, the company and Lone Star entered into a
definitive agreement under which U.S. Steel will acquire Lone Star
for $67.50 per share in cash.  The agreement was unanimously
approved by the boards of directors of both U.S. Steel and Lone
Star.

                          About Lone Star

Lone Star Technologies, Inc. (NYSE: LSS) is a $1.4 billion holding
company whose principal operating subsidiaries manufacture and
market oilfield casing, tubing and line pipe, specialty tubing
products, including finned tubes used in a variety of heat
recovery applications, and flat rolled steel and other tubular
products and services.

                         About U.S. Steel

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures a  
wide variety of steel sheet, tubular and tin products; coke, and
taconite pellets; and has a worldwide annual raw steel capability
of 26.8 million net tons. U. S. Steel's domestic primary steel
operations are: Gary Works in Gary, Ind.; Great Lakes Works in
Ecorse and River Rouge, Mich.; Mon Valley Works, which includes
the Edgar Thomson and Irvin plants, near Pittsburgh and Fairless
Works near Philadelphia, Pa.; Granite City Works in Granite City,
Ill.; Fairfield Works near Birmingham, Ala.; Midwest Plant in
Portage, Ind.; and East Chicago Tin in East Chicago, Ind.  The
company also operates two seamless tubular mills, Lorain Tubular
Operations in Lorain, Ohio; and Fairfield Tubular Operations near
Birmingham, Ala.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works. On Northern Minnesota's Mesabi
Iron Range, U. S. Steel's iron ore mining and taconite pellet
operations, Minnesota Taconite (Minntac) and Keewatin Taconite
(Keetac), support the steelmaking effort, and its subsidiary
ProCoil Company provides steel distribution and processing
services.

U.S. Steel's steelmaking subsidiaries U.S. Steel Kosice, s.r.o.,
in Kosice, Slovakia and U.S. Steel Serbia, d.o.o, in Sabac and
Smederevo, Serbia.  Acero Prime, the company's joint venture with
Feralloy Mexico, S.R.L. de C.V. and Intacero de Mexico, S.A. de
C.V., provides Mexico's automotive and appliance manufacturers
with total supply chain management services through its slitting
and warehousing facility in San Luis Potosi and its warehouse in
Ramos Arizpe.


U.S. STEEL: Inks New Unsecured Five-Year $750MM Credit Agreement
----------------------------------------------------------------
United States Steel Corporation disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that on May 11,
2007, it entered into an unsecured five-year $750 million Credit
Agreement with lenders, the LC issuing banks and JPMorgan Chase
Bank, N.A. as Administrative Agent.

The Credit Agreement contains an interest coverage ratio
(consolidated EBITDA to consolidated interest expense) covenant of
2:1 and a leverage ratio (consolidated debt to consolidated
EBITDA) of 3.25:1 along with other customary terms and conditions.

The Credit Agreement replaces the company's $600 million revolving
credit facility secured by inventory.

A full-text copy of the credit agreement dated May 11, 2007, is
available for free at http://ResearchArchives.com/t/s?1f69

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures a  
wide variety of steel sheet, tubular and tin products; coke, and
taconite pellets; and has a worldwide annual raw steel capability
of 26.8 million net tons. U. S. Steel's domestic primary steel
operations are: Gary Works in Gary, Ind.; Great Lakes Works in
Ecorse and River Rouge, Mich.; Mon Valley Works, which includes
the Edgar Thomson and Irvin plants, near Pittsburgh and Fairless
Works near Philadelphia, Pa.; Granite City Works in Granite City,
Ill.; Fairfield Works near Birmingham, Ala.; Midwest Plant in
Portage, Ind.; and East Chicago Tin in East Chicago, Ind.  The
company also operates two seamless tubular mills, Lorain Tubular
Operations in Lorain, Ohio; and Fairfield Tubular Operations near
Birmingham, Ala.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works. On Northern Minnesota's Mesabi
Iron Range, U. S. Steel's iron ore mining and taconite pellet
operations, Minnesota Taconite (Minntac) and Keewatin Taconite
(Keetac), support the steelmaking effort, and its subsidiary
ProCoil Company provides steel distribution and processing
services.

U.S. Steel's steelmaking subsidiaries U.S. Steel Kosice, s.r.o.,
in Kosice, Slovakia and U.S. Steel Serbia, d.o.o, in Sabac and
Smederevo, Serbia.  Acero Prime, the company's joint venture with
Feralloy Mexico, S.R.L. de C.V. and Intacero de Mexico, S.A. de
C.V., provides Mexico's automotive and appliance manufacturers
with total supply chain management services through its slitting
and warehousing facility in San Luis Potosi and its warehouse in
Ramos Arizpe.


U.S. STEEL: S&P Rates Proposed $900 Million Notes Offering at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating to the proposed offering of $900 million in
senior unsecured notes of United States Steel Corp.
(BB+/Stable/--).

These notes, which will be issued in 6-, 10- and 30-year tranches,
are being issued under the company's unlimited shelf registration
filed on March 6, 2007.
     
Proceeds from the issuance are expected to be used to refinance
existing debt and to partially fund the acquisition of Lone Star
Technologies Inc. (BB-/Watch Pos/--).  Pro forma for this
financing and other related financings associated with the Lone
Star transaction, U.S. Steel will have about $3.6 billion in debt
adjusted for operating leases and postretirement obligations.
     
Ratings on U.S. Steel reflect the integrated steel producer's
capital-intensive operations, exposure to highly cyclical and
competitive markets, increased input costs, a high degree of
operating leverage and aggressive financial leverage, including
underfunded postretirement benefit obligations.  Ratings also
reflect the company's good liquidity, value-added product mix,
good scope and breadth of product and operations, and benefits
from its backward integration into iron ore and coke production.
     
Ratings List

United States Steel Corp.
Corporate Credit Rating         BB+/Stable/--
  $900 mil Sr Unscrd Nts         BB+

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures a  
wide variety of steel sheet, tubular and tin products; coke, and
taconite pellets; and has a worldwide annual raw steel capability
of 26.8 million net tons. U. S. Steel's domestic primary steel
operations are: Gary Works in Gary, Ind.; Great Lakes Works in
Ecorse and River Rouge, Mich.; Mon Valley Works, which includes
the Edgar Thomson and Irvin plants, near Pittsburgh and Fairless
Works near Philadelphia, Pa.; Granite City Works in Granite City,
Ill.; Fairfield Works near Birmingham, Ala.; Midwest Plant in
Portage, Ind.; and East Chicago Tin in East Chicago, Ind.  The
company also operates two seamless tubular mills, Lorain Tubular
Operations in Lorain, Ohio; and Fairfield Tubular Operations near
Birmingham, Ala.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works. On Northern Minnesota's Mesabi
Iron Range, U. S. Steel's iron ore mining and taconite pellet
operations, Minnesota Taconite (Minntac) and Keewatin Taconite
(Keetac), support the steelmaking effort, and its subsidiary
ProCoil Company provides steel distribution and processing
services.

U.S. Steel's steelmaking subsidiaries U.S. Steel Kosice, s.r.o.,
in Kosice, Slovakia and U.S. Steel Serbia, d.o.o, in Sabac and
Smederevo, Serbia.  Acero Prime, the company's joint venture with
Feralloy Mexico, S.R.L. de C.V. and Intacero de Mexico, S.A. de
C.V., provides Mexico's automotive and appliance manufacturers
with total supply chain management services through its slitting
and warehousing facility in San Luis Potosi and its warehouse in
Ramos Arizpe.


VAN HOUTTE: To Be Acquired by Littlejohn & Co. for $600 Million
---------------------------------------------------------------
A subsidiary of Littlejohn & Co. LLC will acquire and take private
Van Houtte Inc. for $600 million, pursuant to a definitive
acquisition agreement between the parties.

The acquisition comes as a result of an October 2006 strategic
review process between Littlejohn and Van Houtte.

Under the terms of the agreement, Littlejohn will acquire all of
the issued and outstanding shares of the company for a
consideration of $25 per share.  The total enterprise value of the
transaction is approximately $600 million including the assumption
of existing indebtedness.  The $25 per share consideration
represents a 44% premium over the volume-weighted average price of
$17.36 for the 20-day period ending prior to the announcement
date.

In addition, the $0.25 per share special dividend payable on
June 15, 2007 to shareholders of record on June 7, 2007 will be
maintained.  However, the regular quarterly dividend of $0.08 per
share will not be declared.

The strategic review process was led by the Strategic Orientation
Committee of Van Houtte with the assistance of CIBC World Markets
Inc.  This committee is composed of six non-management Board
members: Paul-Andr, Guillotte, Pierre Brodeur, Roger Desrosiers,
Robert Parizeau, Christian Pouliot and Pierre-Luc Van Houtte.

Speaking on behalf of the Strategic Orientation Committee, Pierre
Brodeur said, "In the past five months, Van Houtte has sought
interest from a wide variety of parties with respect to a
potential sale of the company.  Through a broad and thorough sale
process, the company contacted approximately 50 potential
strategic and financial buyers from across the United States,
Canada, Europe and Asia.  As our process was announced prior to
the deadline for initial bids, we are confident any potential
buyer who wanted to express an interest in the company had ample
opportunity to do so.  Ultimately, extensive discussions took
place with several buyers who had previously executed
confidentiality and standstill agreements.  The transaction with
Littlejohn is the culmination of this extensive process."

Van Houtte's founding and principal shareholders, Famille Pierre
Van Houtte Inc., Soci,t, Agro-Alimentaire Sogal Inc., Les
Placements Michel Ouellet (1986) Inc. and Les Placements Christian
Pouliot (1986) Inc., have agreed, pursuant to support and voting
agreements, to irrevocably support and vote in favour of the
transaction.  Pursuant to the support and voting agreements, such
shareholders cannot agree to or contemplate any competing
transaction until Jan. 1, 2008.  These shareholders collectively
hold approximately 36% of the outstanding Van Houtte shares
representing 68% of voting rights, consisting of 5.3 million or
100% of the Multiple Voting Shares, and approximately 2.5 million,
or 16% of the Subordinate Voting Shares of the company.

Speaking on behalf of the founding and principal shareholders,
Paul-Andr, Guillotte, Chairman of the Board and Chair of the
Strategic Orientation Committee, said, "The decision to put up for
sale our controlling interest in Van Houtte was a difficult one to
make, but this transaction is the right one for all the
stakeholders of the company.  Much has been done in the last 25
years to build Van Houtte into what is now one of the largest and
finest roasters and distributors of gourmet coffee in North
America.  The time has now come for a new group of owners to
sponsor the next stage of the company's growth.  Following a
comprehensive and rigorous process, we strongly support the
proposed transaction.  Our vision from the outset has always been
to build Van Houtte into a North American leader. The company has
found in Littlejohn a partner who shares this vision."

                   Board Approves Unanimously

Van Houtte said today that its Board of Directors unanimously
approved the transaction upon a unanimous recommendation of its
Strategic Orientation Committee and also resolved to recommend to
the company's shareholders that they vote in favour of the
transaction.

In reviewing the proposed transaction, Van Houtte's Strategic
Orientation Committee has received an opinion from both National
Bank Financial and CIBC World Markets that the consideration
offered to the Van Houtte shareholders is fair from a financial
point of view.

The transaction will be implemented by way of a statutory Plan of
Arrangement under the Canada Business Corporations Act and will
have to be approved by the shareholders of Van Houtte at a Special
Meeting to be held at the end of June or early July 2007.  The
plan of arrangement will be subject to approval by at least two-
thirds of the votes cast by the holders of Subordinate Voting
Shares and Multiple Voting Shares, each voting separately as a
class, and by a majority of the votes cast by the holders of
Subordinate Voting Shares.  Once approved by the shareholders, the
plan of arrangement will then have to be sanctioned by the
Superior Court of Quebec.

The transaction will also be subject to certain other customary
conditions described in the agreement, including receipt of a
limited number of regulatory approvals and no material adverse
change in the company's business.  The transaction is not subject
to any financing condition.  It is anticipated that the plan of
arrangement, if approved by the company's shareholders, will
be completed shortly after the Special Meeting.

The agreement also provides for, among other things, a non-
solicitation covenant on the part of Van Houtte, a right in favour
of Littlejohn to match any superior proposal and the payment of a
termination fee to Littlejohn in the amount of $10 million under
certain circumstances.

            Executing Van Houtte's Development Plan

Following the transaction, Van Houtte will continue to be
headquartered in Montreal under the Van Houtte name and the
leadership of its existing management team.  In particular, Jean-
Yves Monette, G,rard Geoffrion and David Larimer will remain as
Van Houtte's CEO, Executive Vice-President and Filterfresh's and
Van Houtte USA's president and COO respectively.  No significant
changes in staffing levels, strategic orientations or operations
are expected as a result of the transaction.

Littlejohn is making its investment in Van Houtte through an
affiliate of its Littlejohn Fund III, LP ("Fund III").  It is
anticipated that certain members of senior management, including
Jean-Yves Monette and G,rard Geoffrion, will retain an equity
interest in the combined company.  Littlejohn is supporting the
transaction along with certain co-investors from Fund III
and the Solidarity Fund QFL.

"We have found in Van Houtte a well-managed company with a
superior product, a strong brand and heritage and a solid
development plan", said Michael I. Klein, President of Littlejohn.
"We are confident that Van Houtte's management can deliver on
their plan for broad-based growth, deployment of the Van Houtte
brand across Canada and the United States and optimal use of the
Van Houtte Coffee Services network, the only one of its kind in
North America", added David E. Simon, Managing Director of
Littlejohn.

"Owners may be new, but the company will stay the same", said Van
Houtte's President and CEO Jean-Yves Monette.  "Van Houtte will
remain the name that millions of consumers have come to associate
with great tasting coffee and with excellent products and
services.  We are more than ever dedicated to provide coffee
lovers of North America a superior coffee experience, one cup
at a time."

                      About Littlejohn & Co.

Littlejohn & Co., LLC -- http://www.littlejohnllc.com/-- is a  
Greenwich, Connecticut-based private equity firm seeking to make
investment in middle-market companies that can benefit from its
operational and strategic approach.  The firm's professionals
manage three funds with committed capital of approximately $1.6
billion.  The firm is currently investing from Littlejohn Fund
III, L.P. that has $850 million in capital commitments.

                         About Van Houtte

Van Houtte Inc. (TSX: VH) -- http://www.vanhoutte.com/-- is one  
of North America's leading gourmet coffee roasters, marketers and
distributors.  The company roasts and markets its gourmet coffees
across Canada and the U.S. through distribution channels that
include coffee services, retail stores, caf,-bistros and online
shopping.  Van Houtte employs more than 1,900 employees in Canada
and the United States.


VESTA INSURANCE: Florida Select Seeks July 13 Claims Bar Date
-------------------------------------------------------------
Florida Select Insurance Agency Inc., an affiliate of Vesta
Insurance Group Inc., asks the U.S. Bankruptcy Court for the
Northern District of Alabama in Birmingham to establish July 13,
2007, 4:00 p.m. (Central Time), as the date by which all creditors
other than governmental units must file proofs of claim in its
Chapter 11 case.

Proposed counsel for Florida Select, Rufus T. Dorsey, IV, Esq.,
at Parker, Hudson, Rainer & Dobbs, LLP, in Atlanta, Georgia,
relates that Florida Select's Schedules reflect that it has
assets consisting of over $3,000,000 of cash plus other property
of unknown value.  Liabilities are estimated to be in excess of
$4,000,000.  The known creditors, which hold the estimated claims
-- which claims are contingent, disputed or unliquidated -- are
less than 20 entities.  In addition, the largest claims by far
are held by affiliated companies like the insurance company
receivers and the debtors involved in the case styled In re Vesta
Insurance Group, Inc. and J. Gordon Gaines, Inc., Case No.06-
02517-TBB11.

Mr. Dorsey asserts that establishing July 13, 2007, as the Bar
Date in Florida Select's Chapter 11 case will substantially
assist the Debtor, the creditors and the estate in identifying
and addressing the critical issues in the case in an efficient
and expeditious manner.  Under the circumstances, the creditors
will have had sufficient time to review the Schedules prior to
the Bar Date and file a proof of claim, Mr. Dorsey explains.

                       About Florida Select

Based in Birmingham, Alabama, Florida Select Insurance Agency,
Inc. -- http://www.floridaselect.com/-- provides residential  
insurance for Florida and South Carolina property owners.  Florida
Select is an affiliate of Vesta Insurance Group, Inc.  The company
filed for chapter 11 protection on April 24, 2007 (BAnkr. N.D.
Ala. Case No. 07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson
Rainer & Dobbs LLP, represents Florida Select.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding  
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

(Vesta Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VESTA INSURANCE: Florida Select Taps Parker Hudson as Counsels
--------------------------------------------------------------
Pursuant to Sections 105, 327 and 329(a) of the Bankruptcy
Code and Rules 2014 and 2016(b) of the Bankruptcy Procedure,
Florida Select Insurance Agency Inc., an affiliate of Vesta
Insurance Group Inc., seeks the U.S. Bankruptcy Court for the
Northern District of Alabama's authority to employ Parker, Hudson,
Rainer & Dobbs LLP as counsel, nunc pro tunc to April 24, 2007.

Ralph Brotherton, president, chief executive officer and director
of Florida Select, tells the Court that Parker Hudson has
approximately 60 lawyers and has extensive experience and
expertise in bankruptcy and restructuring cases and in analyzing
bankruptcy issues.  Since 1983, Parker Hudson's bankruptcy
practice includes representing debtors, creditor and noteholder
committees, secured creditors, trustees and examiners.

Florida Select has chosen the firm because its partners, counsel
and associates have considerable knowledge and experience in the
field of bankruptcy law and debtors' and creditors' rights,
including insolvencies, restructurings and business organizations
and liquidations under Chapter 11 of the Bankruptcy Code, as well
as other related areas of law.

As counsel to Florida Select, Parker Hudson will:

    (a) advise the Debtor with respect to its powers and duties as
        debtor and debtor-in-possession in the continued
        management and operation of its business and properties;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest; and, advise and
        consult the Debtor on the conduct of the case, including
        all of the legal and administrative requirements of
        operating in Chapter 11;

    (c) take all necessary actions to protect and preserve the
        Debtor's estate, including the prosecution of actions
        commenced under the Bankruptcy Code and objecting to
        claims filed against the estate;

    (d) prepare on behalf of the Debtor all motions, applications,
        answers, orders, reports and papers necessary to the
        administration of the estate;

    (e) negotiate and prepare on the Debtor's behalf sales or
        other disposition of assets, plans of reorganization,
        disclosure statements and all related agreements or
        documents necessary to obtain confirmation of a plan;

    (f) appear before the Court, any appellate courts, and the
        Bankruptcy Administrator with the purpose of protecting
        the Debtor's interests; and

    (g) perform all other necessary services in connection with a
        Chapter 11 proceeding.

Florida Select will pay Parker Hudson its legal services on an
hourly basis in accordance with the firm's customary rates in
effect on the date the services are rendered, and for
reimbursement of all costs and expenses incurred:

    Designation                    Hourly Rate
    -----------                    -----------
    Partners                       $315 - $515
    Counsel                               $375
    Associates                     $180 - $295
    Paralegals                      $80 - $175

On November 26, 2006, Parker Hudson received a transfer for
$75,000 from Florida Select, to be held as a retainer to secure
payment for future service rendered and expenses incurred in the
event that the Debtor needed insolvency related advice and
counseling.  On April 23, 2007, Parker Hudson received from the
Debtor an additional retainer for $50,000.  Prior to the Debtor's
filing for bankruptcy, Parker Hudson applied $74,276 of the
retainer to payment of prepetition fees, expenses and filing
fees.  The remainder of the retainer, $50,723, will be held by
Parker Hudson as a general retainer for postpetition services and
expenses.

Rufus Dorsey, Esq., a partner at Parker Hudson, assures the Court
that his firm is a "disinterested person", as defined in Section
101(14) of the Bankruptcy Code.

Mr. Dorsey discloses that:

    (1) Parker Hudson in the past has provided and continues to
        provide a significant level of legal services to Bank of
        America, where the Debtor maintains a number of accounts;

    (2) the Debtor has business dealings with General Electric
        Capital Corporation.  Parker Hudson in the past has
        provided and continues to provide legal services to GECC;

    (3) the Debtor has had previous dealings with Southtrust Asset
        Management Company and Wachovia Bank, for whom Parker
        Hudson continues to provide legal services; and

    (4) the Debtor appears to have had business dealings with
        Wells Fargo Select Insurance Program, who Parker Hudson
        has represented in connection with (1) asset based
        commercial loans, (ii) real and personal property
        foreclosures, and (iii) business litigation arising out of
        Wells Fargo's commercial loan business.

                       About Florida Select

Based in Birmingham, Alabama, Florida Select Insurance Agency,
Inc. -- http://www.floridaselect.com/-- provides residential  
insurance for Florida and South Carolina property owners.  Florida
Select is an affiliate of Vesta Insurance Group, Inc.  The company
filed for chapter 11 protection on April 24, 2007 (BAnkr. N.D.
Ala. Case No. 07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson
Rainer & Dobbs LLP, represents Florida Select.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding  
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

(Vesta Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VISIPHOR CORP: March 31 Balance Sheet Upside-down by CDN1,147,537
-----------------------------------------------------------------
Visiphor Corp.'s balance sheet at March 31, 2007, showed
CDN$3,503,495 in total assets and CDN$4,651,032 in total
liabilities, resulting in a CDN$1,147,537 total stockholders'
deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with CDN$986,208 in total current assets
available to pay CDN$3,321,306 in total current liabilities.

Visiphor Corp. reported a net loss of CDN$679,269 on revenues of
$1,277,277 for the first quarter ended March 31, 2007, compared
with a net loss of CDN$1,527,100 on revenues of $2,315,082 for the
same period ended March 31, 2006.

Total expenses were CDN$1,956,546 for the three-month period ended
March 31, 2007, compared to total expenses of CDN$3,842,182 for
the same period in 2006.  The decreased costs were primarily due
to the decrease in expenses for salaries and the overall cost
reduction effort of the company.  Operating expenses net of
amortization and interest decreased 46% to CDN$1,722,835 for the
quarter ended March 31, 2007, from CDN$3,192,511 for the quarter
ended March 31, 2006.

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?1f5e

                       Going Concern Doubt

The report of Grant Thornton LLP on the company's Dec. 31, 2006,
financial statements includes an explanatory paragraph that
indicates the financial statements are affected by conditions and
events that cast substantial doubt on the company's ability to
continue as a going concern.  For the year ended Dec. 31, 2006,
the company incurred a loss from operations of CDN$6,678,371 and a
deficiency in operating cash flow of CDN$2,602,248.  In addition,
the company incurred significant operating losses and net
utilization of cash in operations in all prior periods.

                       About Visiphor Corp.

Headquartered in Vancouver, Visiphor Corp. (OTC BB: VISRF.OB)
(CDNX: VIS.V) -- http://www.visiphor.com/-- sells software  
products and services that deliver practical, rapidly deployable
solutions that integrate business processes and databases.  The
company's solutions focus on disparate process and data management
problems that exist in numerous verticals spanning government,
energy, law enforcement, security, health care and financial
services.


VSS-AHC: Moody's Puts Low-B Ratings on Advanstar Takeover
---------------------------------------------------------
Moody's Investors Service has assigned a B3 Corporate Family
rating to VSS-AHC Acquisition Corp., in connection with the
proposed acquisition of Advanstar Communications by Veronis Suhler
Stevenson, Citigroup Private Equity and New York Life Capital
Partners.  VSS-AHC is an acquisition vehicle owned by the equity
sponsor group and will be merged into Advanstar Holdings Corp. at
closing.  Advanstar Holdings Corp. will survive the merger and
become the borrower upon the closing of the acquisition.

The rating outlook is positive.

This concludes the review for possible downgrade which was
initiated on March 30, 2007, following the company's announcement
that it had entered into a definitive agreement to be acquired by
an investor group led by Veronis Suhler Stevenson in a transaction
valued at approximately $1.1 billion.

The B3 CFR reflects Advanstar's high leverage (closing total debt
at around 8.8 times LTM March 31, 2007 EBITDA, reducing to high 7
times EBITDA by the end of 2007, calculated in accordance with
Moody's standard adjustments); its vulnerability to B-2-B
advertising spending; and the competition faced by many of its
product offerings.

Ratings are supported by the barriers to entry enjoyed by:

   -- Advanstar's niche trade shows and publications;

   -- the defensible market position and reputation of its
      leading trade show (MAGIC);

   -- the company's sustained top line growth;

   -- the attractive margins of its portfolio of assets
      (especially those of its trade shows); and

   -- the significant amount of cash common equity being
      contributed by the equity sponsors.

The positive outlook reflects Moody's expectation that the
company's free cash flow growth (assisted by the recapitalization)
and debt reduction will lead to a reduction of leverage.

Ratings assigned:

* VSS-AHC Acquisition Corp.

   -- $75 million senior secured first lien revolving credit
      facility due 2013 -- B1, LGD2, 29%

   -- $515 million senior secured first lien term loan due 2014:
      B1, LGD2, 29%

   -- $245 million senior secured second lien term loan due
      2014: Caa2, LGD5, 80%

   -- Corporate Family Rating: B3

   -- Probability of default rating: B3

Ratings confirmed, subject to withdrawal at closing:

* Advanstar Communications, Inc.

   -- senior secured first lien revolving credit facility: Ba3
   -- second priority senior secured notes: B1
   -- senior subordinated notes: Caa1
   -- Corporate Family Rating: B3
   -- Probability of default rating: B3

The assigned ratings are subject to Moody's review of
documentation.

Headquartered in Woodland Hills, California, Advanstar Holdings
Corp. is a leading provider of integrated marketing solutions for
the fashion and licensing, power sports and automotive and life
sciences segments. For the last twelve months ended
March 31 2007, the company recorded sales of $328 million.


WATER PIK: Moody's Junks $35 Million Second Lien Term Loan
----------------------------------------------------------
Moody's Investors Service assigned Water Pik, Inc. a B3 Corporate
Family Rating.  Moody's also assigned a B1 rating to Water Pik's
proposed first lien senior secured credit facilities and a Caa2
rating to its second lien senior secured term loan.

Proceeds from the credit facilities combined with $32 million of
common equity will be used to fund EG Capital Group, LLC's and/or
affiliate's acquisition of the company for $124 million (excluding
fees and expenses).

The company currently operates as a division of Water Pik
Technologies, Inc., which was purchased in a leveraged buyout by
the Carlyle Group and its affiliates in 2006.  The acquisition
would carveout the consumer and professional oral healthcare, and
showerhead segments of Water Pik Technologies, Inc.

As part of the transaction, The Carlyle Group through Water Pik
Technologies, Inc. will maintain a 40% ownership interest in the
company. This transaction is expected to close in June. The
ratings outlook is stable. The ratings are subject to review of
final documentation.

These ratings were assigned:

* Water Pik, Inc.

   -- Corporate Family Rating at B3;

   -- Probability-of-default rating at B3;

   -- $15 million senior secured revolving credit facility due
      2013, at B1 (LGD3, 33%);

   -- $62 million first lien senior secured term loan due 2014,
      at B1 (LGD3, 33%);

   -- $35 million second lien senior secured term loan due 2014,
      at Caa2 (LGD5, 85%).

Water Pik's B3 rating is driven by its high leverage, modest
scale, narrow product focus, historical revenue declines in the
showerhead division that were partially caused by industry price
declines, competitive pressures from larger and better-capitalized
competitors, and its susceptibility to changes in home fashion
trends within the showerheads division.

The rating also considers the company's short-track record of
improved operating performance, and the potential for unforeseen
challenges and costs as it transitions to a stand-alone entity.
Notwithstanding these risks, Water Pik's rating is supported by
its various leading market positions within replacement
showerheads and certain oral healthcare products, its recognized
brand name, its outsourced business model with most of its product
requirements supplied by Chinese contract manufacturers, modest
capital expenditure requirements, the stability of the
professional oral healthcare business, its reasonable operating
margins, an innovative product line (particularly for dental water
jets), and a recent turnaround in the performance of the
showerheads division.

The stable outlook reflects Moody's expectation that Water Pik
will sustain adequate liquidity and not encounter any significant
challenges as it transitions to a stand-alone company.

Headquartered in Fort Collins, Colorado, Water Pik, Inc. sells
dental water jets, power flossers, automatic toothbrushes,
professional dental products, and replacement showerheads through
its oral healthcare and showerhead divisions. The company reported
sales of $115 million for the twelve months ended March 31, 2007.


WAVE SYSTEMS: Posts $5,046,000 Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
Wave Systems Corp. reported a net loss of $5,046,000 for the first
quarter ended March 31, 2007, compared with a net loss of
$4,992,000 for the first quarter of 2006.  

Principally reflecting an increase in license revenues in the
first quarter of 2007 versus last year, Wave Systems's first
quarter of 2007 net revenues increased to $1,287,000, compared to
first quarter of 2006 net revenues of $493,000.  The improvement
in license revenues, which was principally due to royalties earned
from increased shipments of Wave software by Wave's leading
original equipment manufacturer partner, more than offset a
decline in services revenues related to the timing of certain
government contracts.  Gross profit rose to $1.1 million compared
to $278,000 in the first quarter of 2006.

Selling, general and administrative expenses for the first quarter
ended March 31, 2007, were $3,666,000, as compared to $3,190,000
for the comparable period of 2006, an increase of approximately
15%.

Research and development expenses for the first quarter ended
March 31, 2007, were $2,542,000, as compared to $2,100,000 for the
comparable period of 2006, an increase of 21%.  

As of March 31, 2007, Wave had cash and equivalents of
$2.5 million and no long-term debt.  Deferred revenue increased
$186,000 to $590,000 at the close of the first quarter of 2007,
compared to $404,000 at year-end 2006.

Steven Sprague, Wave's president and chief executive officer,
commented, "Wave's first quarter performance continued to reflect
accelerated shipments of PCs bundled with our EMBASSY(R) Trust
Suite software and led to a record level of revenue in the first
quarter period.  In addition to the revenue contribution from this
PC OEM activity, Wave also expects to continue to benefit from a
growing base of industry-wide Trusted Platform Module (TPM)
deployments as well as expanding market awareness of our brand and
position in the trusted computing market.

"We view our participation with Seagate and their Full Disc
Encryption (FDE) hard drives as an important new market
opportunity - both for bundled client software as well as
standalone software sales.  We also expect this relationship to
increase interest in our server-based management tools.  
Importantly, the adoption of FDE drives in PC OEM product lines
has started to engage across multiple PC vendors.

"We have commenced shipping enterprise pilots of our EMBASSY(R)
Remote Administration Server (ERAS) and Trusted Drive Software for
management of Seagate FDE drives and are pleased with the feedback
we have received from potential enterprise customers to date.  
ERAS is designed to control secure devices from a central server,
enabling the creation of a unified trust network for broad, no-
touch, deployment and management of TPM hardware security chips
and FDE drives.

At March 31, 2007, the company's balance sheet showed $4,688,000
in total assets, $3,400,000 in total liabilities, and $1,288,000
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?1f49

                        Going Concern Doubt

KPMG, in Boston, raised substantial doubt about Wave Systems
Corp.'s ability to continue as a going concern after auditing the
company's financial statements as of the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations and accumulated deficit.

                        About Wave Systems

Wave Systems Corp. (NasdaqGM: WAVX) -- http://www.wave.com/ --  
develops, produces and markets computing applications and services
with advanced products, infrastructure and solutions across
multiple trusted platforms from a variety of vendors.  Wave holds
a portfolio of significant fundamental patents in security and e-
commerce applications and employs some of the world's leading
security systems architects and engineers.


WHITE MOUNTAINS: S&P Rates Proposed $250MM Share Issuance at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' preference
stock rating to White Mountains Re Group Ltd.'s proposed
$250 million noncumulative perpetual preference share issuance.  
This issue qualifies for the Intermediate Equity-Strong
category.
     
At the same time, Standard & Poor's affirmed its 'BBB-'
counterparty credit and senior debt ratings on WMRe, and affirmed
its 'A-' counterparty credit and financial strength ratings on
Folksamerica Reinsurance Co. and Sirius International Insurance
Corp.  The outlook on all these companies remains stable.
      
"The ratings are based on WMRe's conservative pro forma debt
leverage and financial leverage of 16.2% and 25.7%, respectively,
as of year-end 2006, including this preference share issuance,"
said Standard & Poor's credit analyst Siddhartha Ghosh.  "Also
supporting the ratings are WMRe's pro forma GAAP interest coverage
and fixed-charge coverage of 8.0x and 5.6x, respectively, as of
year-end 2006, including this preference issuance."
     
The net proceeds of this preference issuance will be used to
further capitalize WMRe's reinsurance subsidiaries, including
expansion of its Bermuda platform and for general corporate
purposes.
     
The ratings also reflect very strong capital adequacy at
Folksamerica and Sirius, its strong competitive position, and
strong operating performance excluding major catastrophes of the
past three years.  Partially offsetting these strengths are S&P's
concerns about the company's potential earnings volatility from
natural catastrophe perils as the industry experiences a more
normalized catastrophe season compared with 2006, its continued
reserve deficiencies at Folksamerica, and the general uncertainty
associated with its weather derivative business.
     
WMRe provides treaty and facultative coverage through its U.S.
reinsurance operation under Folksamerica and its European
reinsurance operation under Sirius.  WMRe writes both excess and
quota share business through these reinsurance entities in many
diversified geographic regions including U.S. (68% measured by
2006 premium); Europe (24%); Canada, Caribbean, and Latin America
(4%); and Asia (4%).
     
Standard & Poor's expects Folksamerica and Sirius to maintain
strong competitive positions in their respective reinsurance
markets, despite the current soft pricing environment.  WMRe is
expected to return to underwriting profitability, maintain very
strong operating company capital adequacy, and better manage its
gross property catastrophe exposures while maintaining a
manageable level of net catastrophe exposures through the next
underwriting cycle.  S&P also expect WMRe's adjusted debt leverage
to be less than 30% as the shareholders' equity increases over
time and its GAAP interest coverage and fixed coverage to be 3x-5x
for the next two years.


WHITE MOUNTAINS: Moody's Puts Ba2 Rating on $250 Million Shares
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to White Mountains
Re Group, Ltd's proposed $250 million Perpetual Non-Cumulative
Preference Shares.

The proceeds from the offering are expected to be used by White
Mountains Re to further capitalize its reinsurance subsidiaries,
including expansion of its Bermuda platform, and for general
corporate purposes.

At the same time, Moody's affirmed the A3 insurance financial
strength ratings on Folksamerica Reinsurance Company and Sirius
International Insurance Corporation, the two principal operating
subsidiaries of White Mountains Re.  The outlook for the ratings
is stable.

Moody's Ba2 rating on the Preference Shares is based on the deeply
subordinated ranking of these instruments, and considers the
structural priority of claim for holders of the company's Baa3-
rated senior notes, as well as White Mountain Re's fundamental
credit profile.

According to Moody's, White Mountains Re's rating reflects the
strength of its principal operating subsidiaries, Folksamerica and
its sister reinsurer, Sirius. The two entities operate under joint
management and share the common brand of White Mountains Re.
Folksamerica's credit strengths include the company's disciplined
underwriting, low operating leverage, good investment portfolio,
and reinsurance capacity provided by its dedicated property
reinsurers Olympus Re and Helicon Re. These positives are offset
by the potential for further reserve development on 2005 storm
losses (excluding marine and offshore energy which have been
reserved to full limits), continued, though reduced, exposure to
U.S. catastrophe risk, heightened operational and financial risks
following acquisitions, and potential for impairment of
reinsurance protection provided by Olympus Re and/or Helicon Re
due to future catastrophes.

Sirius' credit strengths include strong economic capitalization,
no material exposure to U.S. long-tail liabilities and good
underwriting performance from the parent company. Credit
challenges for Sirius include the potential for run-off subsidiary
Scandinavian Re to negatively impact earnings.

Because of certain equity-like features contained in the
Preference Shares, Moody's has accorded them "Basket C" treatment
on Moody's Hybrid Debt-Equity Continuum, and will consider them
initially to be 50% equity and 50% debt for financial leverage
calculations.

Dividend payments on the Preference Shares will be taken as
presented under GAAP and incorporated into the earnings and
cashflow coverage ratios as appropriate. The basket allocation is
based on the following rankings on the three dimensions of equity:

No Maturity: Moderate

The Preference Shares have no stated maturity and are callable at
par after 10 years, subject to the issuer's stated intent to
replace the Preference Shares only with proceeds from the issuance
of securities that have at least as much equity credit as the
Preference Shares themselves.

No Ongoing Payments:

Dividends on the Preference Shares can be optionally deferred and
are non cumulative. There is also a dividend stopper feature,
prohibiting White Mountains Re from acquiring for consideration or
paying cash distributions on junior stock.

Loss Absorption: Strong

The Preference Shares have a deeply subordinated status in the
capital structure.

White Mountains Re's pro forma year-end 2006 financial leverage
(contemplating the transaction) is 21%, which is within Moody's
expectations for the current ratings. In addition, Moody's said
that the rating on the senior notes reflects the rating agency's
standard 3-notch differential to the ratings of its principal
operating subsidiaries, Folksamerica and Sirius. In 2007, sources
available to White Mountains Re for debt service include cash
available at White Mountains Re and its intermediate holding
companies and dividend capacity from Folksamerica, Sirius, and
White Mountains Re Underwriting Services Ltd (a reinsurance
advisory services company).

Factors that could lead to an upgrade in White Mountains Re's
ratings include sustained profitability (combined ratios under
105% through the market cycle), organic surplus growth in pace
with premium volume and risk exposure growth, maintenance of
adverse development below 3% of reserves, and/or sustained
financial leverage below 25%. Factors that could lead to a
downgrade include a significant increase in net operating leverage
metrics, material adverse reserve development (above 5% of
reserves), annual catastrophe losses in excess of 10% of capital,
and/or sustained financial leverage above 35%.

The last rating action on White Mountains Re Group, Ltd. occurred
on March 13, 2007, when Moody's assigned a Baa3 rating to the
company's senior notes.

For the first quarter of 2007, White Mountains Re reported net
premiums written of $576.3 million, and pre-tax income of
$65.7 million. As of March 31, 2007, shareholders' equity was $2.0
billion.


* Barker Capital Adds Timothy Olson as General Counsel
------------------------------------------------------
Barker Capital, LLC has named Timothy P. Olson, Esq. as Managing
Director and General Counsel of the firm.

Prior to joining Barker Capital, Mr. Olson was an attorney at
Davenport, Evans, Hurwitz, and Smith, LLP (Sioux Falls) and
Skadden, Arps, Slate, Meagher & Flom, LLP (Chicago).  During his
nine years at Skadden, Mr. Olson specialized in corporate
restructuring matters, including representing various Fortune 250
companies in out-of-court financial restructurings and the
following debtors, among others, in their chapter 11
reorganizations: Friedman's, Inc., The Singer Company, N.V., and
US Airways Group, Inc.

Mr. Olson earned a Bachelor's degree in philosophy with honors
from the University of Chicago and a law degree from DePaul
University College of Law in Chicago, Illinois, where he was a
member of the Order of the Coif and the DePaul Law Review and
served as Executive Editor of the DePaul Business Law Journal.

"Tim's skills and experience are a near hand in glove fit for the
needs of our firm," said Jacob J. Barker, Managing Partner of
Barker Capital.  "Tim's reputation and expertise reflect our
continued commitment to bring the best and brightest young minds
to bear on capital structure and strategic solutions for our
clients and borrowers."

"Barker Capital has rapidly emerged as a leader in investment
baking and private lending to media businesses," said Mr. Olson.
"I had fantastic experiences at Davenport Evans and Skadden and
look forward to continuing my relationships as I helm Barker
Capital's legal strategy."

                       About Barker Capital

Barker Capital, LLC -- http://www.barkercapital.com/-- is a media  
focused investment banking and merchant banking firm.  The
company's media expertise extends to the following areas:
broadcast radio and television and related content, filmed and
musical entertainment, publishing, out-of-home advertising,
business services, and other advertising related media.  Barker
Capital's investment banking activities have included advising
clients on acquisitions, balance sheet restructuring, private
equity and senior debt formation in transactions totaling more
that $215 million.


* Fitch Opines on Financial Covenants in US REIT Bond Indentures
----------------------------------------------------------------
The emergence of U.S. real estate investment trusts issuing senior
unsecured notes governed by indentures that lack financial
covenants raises the possibility of further erosion in REIT
bondholder protections but does not guarantee negative rating
migration in the REIT sector, according to a new report by Fitch
Ratings.

More broadly, this development signals the possibility of
widespread omission or elimination of financial covenants in REIT
bond indentures going forward.  Some REITs may solicit bondholder
consent for outstanding bonds guarded by financial covenants.  If
issuers receive the requisite level of consents to eliminate
financial covenants, they may intend to exercise different
financial and strategic options, resulting in more secured debt or
total debt.  "Looking forward, Fitch believes that a large-scale
removal of financial covenants governing unsecured REIT debt
securities would ultimately facilitate REITs' ability to operate
in a manner that could change the quality of those securities,"
said Steven Marks, Managing Director and REIT Group Head for
Fitch.  "If Fitch then observes material negative changes in REIT
credit profiles, ratings will change accordingly," said Marks.

Historically, finance company REITs have issued senior unsecured
notes that have been governed by indentures omitting certain
financial covenants.  However, in recent weeks, two equity REITs,
Camden Property Trust (CPT; rated 'BBB+' by Fitch with a Stable
Outlook) and Kimco Realty Corp. issued senior unsecured notes that
are not restrained by any financial limitations, a condition that
is atypical for the REIT industry.

Fitch believes that the lack of financial restrictions in the most
recent CPT and KIM bond indentures alone does not negatively
impact CPT and KIM's credit profiles.  In fact, CPT and KIM
operate at levels that are solidly distanced from this
implication.  Moreover, indentures for CPT's $300 million of 5.7%
senior unsecured notes due 2017, as well KIM's $300 million of
5.7% senior unsecured notes due 2017, contain cross default
provisions, effectively obliging CPT and KIM to operate within the
parameters of secured debt leverage, total debt leverage,
unencumbered asset coverage and interest coverage limits in
previous, outstanding bond indentures.

Moreover, Fitch's REIT unsecured bond ratings reflect an opinion
about the credit quality of securities, rather than an opinion
about the quality of financial covenants governing those
securities, as most issuers operate at levels well in excess of
their financial covenants.  "A change in Fitch's view of credit
quality, which includes an assessment of an issuer's projected
credit metrics, drives rating actions, regardless of the presence
or absence of financial covenants, as these covenants protect and
benefit investors only after considerable deterioration in issuer
credit quality," according to Mr. Marks.  "That said, financial
covenants do contribute to Fitch's assessment of default
probability and recoveries of unsecured REIT bonds and preferred
stock."


* Robert Half Study Says Most Law Firms Will Add Staff Next Year
----------------------------------------------------------------
Robert Half Legal has conducted a survey that reveals law firms
and corporate legal departments will be adding to their teams in
the year ahead.

Forty-seven percent of lawyers polled said they plan to hire
personnel in the next 12 months, and just 2 percent of respondents
anticipate staff reductions.  Litigation, corporate governance and
intellectual property were identified as the areas of law expected
to experience the most growth.

The survey was developed by Robert Half Legal, a leading staffing
service specializing in lawyers, law clerks, paralegals and other
highly skilled legal professionals.  It was conducted by an
independent research firm and includes responses from 300 lawyers
among the 1,000 largest law firms and corporations in the United
States and Canada.  All respondents have at least three years of
experience in the legal field.

Lawyers were asked, "Do you expect the number of lawyers employed
with your law firm/corporate legal department to increase, stay
the same or decrease in the next 12 months?"  Their responses:

         Responses                           Results
         ---------                           -------
         Increase                                47%
         Stay the same                           47%
         Decrease                                 2%
         Don't know                               4%
                                             -------
                                                100%

Lawyers were also asked, "In your opinion, which one of the
following areas of law will experience the most growth in the next
12 months?"  Their responses:

         Responses                           Results
         ---------                           -------
         Litigation                              30%
         Ethics and corporate governance         22%
         Intellectual property                   18%
         Real estate                             11%
         Bankruptcy                               8%
         General corporate/commercial             1%
         Other                                    3%
         Don't know                               7%
                                             -------
                                                100%

"Litigation activity - from labour and employment disputes to
contract issues and patent and copyright protection - is creating
demand for tenured lawyers with relevant case experience and
successful track records," said Charles Volkert, executive
director of Robert Half Legal.  "Litigation occurs in every
industry and is a practice area that continually produces a
significant volume of work.  Because case demands vary, however,
law firms often supplement their full-time staff with project
professionals to meet peak workloads."

Volkert added, "As companies expand into overseas markets and
enter into partnerships on a global scale, they'll look to outside
counsel for advice on operating within a foreign locale's
regulatory framework as well as for guidance on how to minimize
risk while making the most of new business opportunities."

                    About Robert Half Legal

Robert Half Legal -- http://www.roberthalflegal.com/-- is the  
legal staffing division of Robert Half International.  The company
provides law firms and corporate legal departments with highly
skilled professionals, including lawyers, law clerks, paralegals
and legal support personnel, on a project and full-time basis.  
Robert Half Legal offers online job search services at its Web
site.


* BOOK REVIEW: Balance Sheet Management: Squeezing Extra Profits
               and Cash from Your Business
----------------------------------------------------------------
Author:     Morris A. Nunes
Publisher:  Beard Books
Paperback:  308 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981920/internetbankrupt

The book Balance Sheet Management: Squeezing Extra Profits and
Cash from Your Business is written by Morris A. Nunes

It is a solid and fundamental book that will be of widespread
interest to managers looking for original perspectives on problem
solving and improving their business methods.

Building and maintaining a sound balance sheet is pivotal for the
continued success of any company.

Nunes demonstrates how sound management of assets, liabilities,
and equity is the dynamic ingredient of a company's progress.

In Balance Sheet Management, he provides an overall strategy to
promote efficient operating profitability, where earnings will be
of tangible quality.

The development of management concepts is the underpinning within
which are 12 tactical chapters, each with its own theme.

Some of the areas covered are: successful cash management,
precision in inventory adequacy, controlling pitfalls in credit
extension, streamlining accounts receivable collection, systematic
management of fixed assets, and mastering capital objectives, to
name a few.

                             *********

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 ***