TCR_Public/070523.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, May 23, 2007, Vol. 11, No. 121

                             Headlines

ACE SECURITIES: Moody's May Downgrade Low-B Ratings After Review
ALLIANCE LAUNDRY:  Earns $2.4 Million in Quarter Ended March 31
ALLTEL CORPORATION: Leveraged Buy Out Cues Fitch's BB- IDR
AMERICAN HOME: Moody's Cuts Rating on Class 2-B-4 Certs. to B3
APPALACHIAN REGIONAL: Fitch Keeps Neg. Watch as Union Strike Ends

ASARCO LLC: Wants to Sell Salt Lake Estate For $2.2 Million
ASARCO LLC: Files Background Briefs on Environmental Liabilities
ATLAS PIPELINE: DTE Acquisition Cues S&P's Negative CreditWatch
BHG INC: Case Summary & 20 Largest Unsecured Creditors
BIO-KEY INT'L: Posts $912,000 Net Loss in Quarter Ended March 31

CEDAR STREET: Case Summary & Eight Largest Unsecured Creditors
CIMAREX ENERGY: Board Declares 4 Cents-Per-Share Cash Dividend
CITIGROUP MORTGAGE: Moody's May Lower Ba1 Rating After Review
CLAIRE'S STORES: S&P Rates Proposed $1.65 Billion Loans at B
CLAREMONT LIABILITY: A.M. Best Downgrades FSR to B+

COMMERCIAL TRAVELERS: A.M. Best Lifts Financial Strength Rating
CONGOLEUM CORP: Judge Stroumtsos Rules Insurers May Not Pay Claims
CONGOLEUM CORP: Appeals Nixing of Travelers Settlement Agreement
CONGOLEUM CORP: Appeals Bankruptcy Court's Ruling on Plan
D&K MOTORS: Case Summary & 19 Largest Unsecured Creditors

DAIMLERCHRYSLER: Chrysler Invests $700MM in Marysville Axle Plant
DENALI CAPITAL: S&P Rates $18 Million Class B-2L Notes at BB
DOLLAR THRIFTY: Seeks New $600 Mil. Sr. Secured Credit Refinancing
DOLLAR THRIFTY: Selling $500MM Series 2007-1 Notes to Bank Lenders
DOLLAR THRIFTY: S&P Rates Proposed $600 Million Facility at BB-

DRAKE INVESTMENT: Case Summary & Three Largest Unsecured Creditors
E2 BROKER: Plan Confirmation Hearing Scheduled on June 11
EATON VANCE: Notes' Redemption Cues S&P to Withdraw Ratings
EMAGIN CORP: Posts $2.9 Million Net Loss in Quarter Ended March 31
ENTERPRISE PRODUCTS: Moody's Puts Ba1 Rating on Proposed Notes

FAIRFAX FINANCIAL: A.M. Best Says Outlook on Ratings "Stable"
FREMONT GENERAL: Sells Real Estate Lending Business to iStar Fin'l
FREMONT HOME: DBRS Junks Rating on $6.2 Million Class SL-B1 Certs.
FRONTLINE CAPITAL: Wants Exclusive Period Stretched to August 17
GATEHOUSE MEDIA: Incurs $5.3 Mil. Net Loss in First Quarter 2007

GEOKINETICS INC: Completes 4.5MM Shares of Common Stock Offering
GSAMP TRUST: Moody's May Lower Low-B Ratings After Review
GSV INC: Earns $23,754 in First Quarter Ended March 31
H.L. SUAREZ: Case Summary & 20 Largest Unsecured Creditors
HASCO 2006-WMC1: Moody's May Lower Ba1 Rating After Review

HAYES LEMMERZ: Prices Unit's Tender Offer of 10-1/2% Senior Notes
HESS COMMERCIAL: Voluntary Chapter 11 Case Summary
HIGH MOUNTAIN: Voluntary Chapter 11 Case Summary
HOMEVISIT PRODUCTIONS: Voluntary Chapter 11 Case Summary
HSI ASSET: Moody's May Downgrade Low-B Ratings After Review

INSURANCE CORPORATION: A.M. Best Says Financial Strength is Fair
INTERACTIVE MOTORSPORTS: Has $3.9 Mil. Equity Deficit at March 31
INTERACTIVE SYSTEMS: Posts $695,000 Net Loss in Qtr Ended March 31
INVERNESS MEDICAL: Forms Consumer Products Joint Venture with P&G
INVERNESS MEDICAL: S&P Holds Neg. Watch, to Clarify Biosite Deal

JOAN FABRICS: Court OKs Proposed Bid Procedures for Sale of Assets
KKR FINANCIAL: S&P Puts Low-B Ratings on Two Certificate Classes
LJP & SONS: Case Summary & 20 Largest Unsecured Creditors
LIN TV: Strategic Alternatives Cue S&P's Negative CreditWatch
M. FABRIKANT: Judge Bernstein Defers Plan-Filing Period to July 16

MACKINAW POWER: Fitch Expects to Rate Term Loan at BB-
MACKINAW POWER: Moody's Rates $145 Million Sr. Sec Loan at Ba2
MACKINAW POWER: S&P Rates $145 Million Senior Secured Loan at BB-
MASTR ASSET: Moody's May Downgrade Ba1 Rating After Review
MASTR ASSET: Moody's May Lower Low-B Ratings After Review

MERCHANTS INSURANCE: A.M. Best Lowers Financial Strength Rating
MERRILL LYNCH: S&P Lifts Rating on Class F Certificates to BB
METCARE RX: Court to Decide Cash Collateral Access on May 29
METCARE RX: Obtains Court Approval on Multiple Motions
MONTANA SUNFLOWER: Voluntary Chapter 11 Case Summary

NATURAL STONE: Case Summary & 17 Largest Unsecured Creditors
NEIMAN MARCUS: Fitch Upgrades IDR to B with Stable Outlook
NETWOLVES CORP: Case Summary & 49 Largest Unsecured Creditors
NEW CENTURY: Wants Hartford Surety Bonds Reinstated
NEW CENTURY: Amended Incentive & Retention Plans Cut Cost by 50%

NEW CENTURY: Seeks Court Approval to Assume and Assign 44 Leases
NOMURA ASSET: S&P Upgrades Ratings on Four Certificate Classes
NORTH AMERICAN TECH: Posts $5.9 Million Equity Deficit at April 1
NVF CO: Wants Until June 15 to File a Chapter 11 Plan
OPEN HOUSE: Voluntary Chapter 11 Case Summary

OUR LADY OF MERCY: Hires Focus Mgt. as Medical Operations Advisor
OUR LADY OF MERCY: Gets Approval to Hire Ernst & Young as Auditors
PACER INT'L: Moody's Withdraws Ratings on Credit Facility Payoff
PACIFIC LUMBER: Court Moves Exclusive Plan Filing Date to Sept. 18
PACIFIC LUMBER: Scopac's Plan Filing Period Extended to Sept. 18

PALM DRIVE: S&P Upgrades Rating on Series 2005 Revenue Bonds
PDF INC: Case Summary & 20 Largest Unsecured Creditors
PEMCO LIFE: Capital Decline Cues A.M. Best to Lower Rating
PORTRAIT CORP: Confirmation Hearing Put Off Pending Business Sale
POWER EFFICIENCY: Posts $921,743 Net Loss in Qtr ended March 31

PROFORMANCE INSURANCE: A.M. Best Ups Financial Strength Rating
PROLINK HOLDINGS: Posts $1.8 Mil. Net Loss in Qtr. Ended March 31
QCA HEALTH:  A.M. Best Says Financial Strength is Fair
RADNOR HOLDINGS: Has Until July 17 to File Chapter 11 Plan
REMOTEMDX INC: Posts $7,044,055 Net Loss in Qtr Ended March 31

ROCKAWAY BEDDING: Committee Taps NachmanHaysBrownstein as Advisor
ROYAL SITE: Voluntary Chapter 11 Case Summary
RUTGERS CASUALTY: A.M. Best Says Financial Strength is Fair
SAFETY-KLEEN: S&P Holds Ratings But Revises Recovery Ratings
SECURITIZED ASSET: Moody's May Cut Low-B Ratings After Review

SHERIDAN HEALTHCARE: Likely Debt Increase Cues S&P's Neg. Outlook
SOLUTIA INC: Seeks Up To $2,000,000,000 in Exit Financing
SOUNDVIEW HOME: DBRS Cuts Rating on $11.2MM S. 2005-B Certs. to B
STANDARD LIFE: A.M. Best Upgrades Financial Strength Rating
TECHNOCHEM LLC: Case Summary & 6 Largest Unsecured Creditors

TELTRONICS INC: March 31 Balance Sheet Upside-Down by $2.6 Million
TERWIN MORTGAGE: DBRS Rates $9.3 Million S. 2004-16Sl Certs. at B
TERWIN MORTGAGE: Moody's May Cut Low-B Ratings After Review
TRANSAX INTERNATIONAL: Earns $402,005 in Quarter Ended March 31
TRIBUNE CO: Fitch Keeps BB/RR2 Rating on Senior Secured Loan

UAL CORP: Resells Previously Issued $726 Million 4.5% Senior Notes
UAL CORP: United Airlines Inks Non-Cash Deal with Aloha Airlines
UBS 400: Moody's Lifts Rating to Aaa on Two Note Classes
US AIRWAYS: Pilots Object to Concessionary Proposal; Start Strike
VICTORIA BRIDGES: Case Summary & Five Largest Unsecured Creditors

WELWIND ENERGY: Posts CDN$1,188,328 Net Loss in Qtr Ended March 31
WENDY'S INT'L: Will Offer P&G's Folgers Coffee for Breakfast
WILLIAMS COMPANIES: Sale Agreement Cues Fitch's Outlook Change
WILLIAM COMPANIES: Moody's May Upgrade Ratings After Review
WILLIAMS COMPANIES: Sale of Power Segment Cues S&P's Pos. Watch

WILLIAMS PARTNERS: Inks Amended Credit Agreement with Citibank
WOODWIND & BRASSWIND: Section 341(a) Meeting Scheduled for June 5
WOODWIND & BRASSWIND: Court Okays Bradley & DeRose as Attorneys
XEROX CORP: Completes $1.1 Billion Senior Unsecured Note Offering

* Upcoming Meetings, Conferences and Seminars

                             *********

ACE SECURITIES: Moody's May Downgrade Low-B Ratings After Review  
----------------------------------------------------------------
Moody's Investors Service placed the ratings of four tranches
issued by ACE Securities Corp.  Home Equity Loan Trust, Series
2006-FM1 on review for possible downgrade.

This transaction consists of subprime, fixed- and adjustable-rate
mortgage loans originated by Fremont Investment and Loan.

These ratings are being reviewed based on a higher than
anticipated rate of delinquency in the underlying collateral
current compared to current credit enhancement levels.

Complete rating actions are:

   * Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
     2006-FM1

     -- Class M-8, currently Baa2, on review for possible
        downgrade;

     -- Class M-9, currently Baa3, on review for possible
        downgrade;

     -- Class M-10, currently Ba1, on review for possible
        downgrade;

     -- Class M-11, currently Ba2, on review for possible
        downgrade.


ALLIANCE LAUNDRY:  Earns $2.4 Million in Quarter Ended March 31
---------------------------------------------------------------
Alliance Laundry Holdings LLC reported net revenues for the
quarter ended March 31, 2007 increased $25.1 million, or 35.1%, to
$96.5 million from $71.5 million for the quarter ended March 31,
2006.  The company's net income for the quarter ended March 31,
2007, was $2.4 million as compared to a net loss of $1.5 million
for the quarter ended March 31, 2006.

The overall net revenue increase of $25.1 million was attributable
to higher commercial laundry revenues of $5.3 million, higher
consumer laundry revenue of $3 million, higher service parts
revenue of $2.1 million and CLD Acquisition related sales of
$21 million from the European operations offset by $6.3 million of
worldwide sales eliminations.  The increase in commercial laundry
revenues includes $2.6 million of net sales resulting from the
acquisition of CLD's U.S. operations, $1.1 million of higher North
American commercial equipment revenue, $700,000 of higher
international revenue, and $900,000 of higher earnings from our
off-balance sheet equipment financing program.

Included in our net loss for the quarter ended March 31, 2006 was
a $1.4 million impairment charge related to a reduction in the
value of the Ajax trademark, with no similar impairment charge in
the quarter ended March 31, 2007.  In addition, $1.1 million of
the company's net income for the quarter ended March 31, 2007, was
related to its European operations.  The quarter ended March 31,
2006 does not include the acquired European operations, which were
acquired on July 14, 2006.

The company's balance sheet as of March 31, 2007, reflected total
assets of $568.4 million, total liabilities of $447.2 million, and
total members' equity of $121.2 million.

The company's principal sources of liquidity are cash flows
generated from operations and potential borrowings under its
$55 million Revolving Credit Facility.  Its principal uses of
liquidity are to meet debt service requirements, finance capital
expenditures and provide working capital.  The company expects
that capital expenditures in 2007 will not exceed $10 million.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?1fb1

In announcing the company's results, chief executive officer and
president Thomas F. L'Esperance said, "We are pleased to report
yet another solid quarter.  The CLD Acquisition was a significant
contributor to both our revenue and earnings growth for the
quarter.  We are also happy to announce that our consolidation
efforts for the CLD Acquisition are substantially complete."

"We believe the CLD Acquisition has made us a stronger company in
both North America and Internationally and look forward to the
opportunities that this strategic acquisition presents as we work
together with the CLD team to execute our company's growth and
customer one objectives," said L'Esperance.

                      About Alliance Laundry

Alliance Laundry Holdings LLC is the parent company of Alliance
Laundry Systems LLC -- http://www.comlaundry.com/-- that designs  
and manufactures commercial laundry products and provider of
services for laundromats, multi-housing laundries and on-premise
laundries.  Under the well-known brand names of Speed Queen(R),
UniMac(R), Huebsch(R), IPSO(R), and Cissell(R), Alliance offers a
full line of washers and dryers for light commercial and consumer
use as well as large frontloading washers, heavy-duty tumble
dryers, and finishing equipment for heavy commercial use.  
Alliance Laundry is an indirect subsidiary of ALH Holding Inc., a
Teachers' Private Capital portfolio company.

                          *     *     *

Alliance Laundry Systems carries Moody's Investors Service's B1
Corporate Family Rating as well as the ratings agency's B3 rating
on the company's $150 million 8.5% Senior Unsecured Subordinate
Notes Due 2013.  The facilities were assigned an LGD5 rating
suggesting note holders will experience an 84% loss in the event
of default.


ALLTEL CORPORATION: Leveraged Buy Out Cues Fitch's BB- IDR
----------------------------------------------------------
Fitch Ratings has downgraded Alltel Corporation's ratings:

   -- Issuer Default Rating to 'BB-' from 'A';
   -- Senior unsecured debt to 'BB-' from 'A';
   -- 1.5 billion credit facility to 'BB-' from 'A'.

The commercial paper ratings will be withdrawn.  Alltel remains on
Rating Watch Negative by Fitch, where it was originally placed on
Feb. 27, 2007.  Approximately US$2.7 billion of debt is affected
by Fitch's action.

The rating actions follows Alltel's announcement of an accepted
US$27.5 billion leveraged buy-out offer from TPG Capital and GS
Capital Partners, a private equity affiliate of Goldman Sachs
Group.  Under terms of the agreement, Alltel's shareholders will
receive US$71.50 per share in cash.  The transaction is expected
to be completed by the fourth quarter of 2007 or first quarter of
2008.

The downgrade reflects Fitch's assumption that leverage will
materially increase after the transaction closes.  Given this type
of transaction is typically funded in a highly levered manner,
Fitch believes leverage could exceed 7.5 times at closing.  
Additionally, the Rating Watch Negative reflects a further
downward rating action could occur given the uncertainty
surrounding the ultimate financing for the transaction and the
resulting new capital structure for Alltel.  Fitch notes that in
general, Alltel's bondholders have limited protection in the event
of an LBO.  However, Alltel's indentures include a limitation of
lien on assets covenant.


AMERICAN HOME: Moody's Cuts Rating on Class 2-B-4 Certs. to B3
--------------------------------------------------------------
Moody's Investors Service downgraded three certificates from a
transaction issued in 2005 by American Home Mortgage Assets Trust.  

The transactions are backed by adjustable rate mortgage Alt-A
loans.

The actions are based on the analysis of the credit enhancement
provided by subordination relative to expected losses.

Complete rating actions are:

Downgrade:

   * Issuer: American Home Mortgage Assets Trust 2005-2

     -- Class 2-B-2, downgraded to A2 from A1;
     -- Class 2-B-3, downgraded to Baa2 from A3;
     -- Class 2-B-4, downgraded to B3 from Ba1.


APPALACHIAN REGIONAL: Fitch Keeps Neg. Watch as Union Strike Ends
-----------------------------------------------------------------
After an approximate three-week strike, three-year labor contracts
between Appalachian Regional Healthcare Inc. and the United Steel
Workers, which represents approximately 60% of ARH's workforce
(including licensed practical nurses, technicians, and business
office and support personnel), was ratified at the end of April
2007.

ARH had implemented contingency plans for nursing and technician
coverage.  Fitch is withholding rating action until it meets with
ARH's management during June and is able to assess the impact of
the disruptions in the provision of care, increases in agency
expense and decreases in utilization statistics from the strike on
the operational and financial profiles of ARH.  ARH is currently
rated 'BB+' and on Rating Watch Negative by Fitch.


ASARCO LLC: Wants to Sell Salt Lake Estate For $2.2 Million
-----------------------------------------------------------
ASARCO LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to sell
approximately 6.9 acres of real property located in Salt Lake
City, Utah, to Western States Lodging, LLC, for $2,200,00, free
and clear of liens, claims, encumbrances and interests.

In April 2007, ASARCO entered into a purchase agreement with
Western States for the sale of the Salt Lake Property.  Western
States has deposited $25,000 to First American Title Insurance
Agency, LLC, as escrow agent.

In addition to the real property, ASARCO will sell to Western
States all improvements and fixtures located on the Property and
all of its rights and interests in the Property.

To ensure that the Property is sold for the best possible value,
ASARCO asks the Court to approve uniform bidding procedures to
govern the auction of the Property:

   (1) To be deemed a Qualifying Bidder, interested bidders
       must deliver to Tom Aldrich, Ruth Kern, Jack Gracie, Baker
       Botts, L.L.P., and Reed Smith LLP, a written bid to be
       received no later than June 15, 2007.

   (2) Competing Offers must, among other things, be accompanied
       by a good faith deposit of $76,000, which will be wired
       the Escrow Agent and must state provide adequate and
       sufficient information to demonstrate that the bidder has
       a financial commitment and the ability to consummate the
       transaction.

   (3) If more than one Qualifying Bid is received, an auction
       will be held at 10:00 a.m., on June 20, 2007, at the
       offices of NAI Utah Commercial Real Estate, Inc., at 343
       East 500 South, in Salt Lake City, Utah.

   (4) Bidding will begin with the highest Qualifying Bid and
       subsequently continue in minimum increments of at least
       $10,000 higher than the previous bid.

   (5) If ASARCO consummates a sale transaction with a bidder
       other than Western States, ASARCO will pay Western States
       $66,000 as a Break-Up Fee.

   (6) If no other Qualifying Bid is received, a hearing to
       consider the sale of the Property to Western States will
       be held on June 29, 2007.

Tony M. Davis, Esq., at Baker Botts LLP, in Houston, Texas,
asserts that the Break-Up Fee is necessary because Western States
has expended and will continue to expend considerable time and
resources negotiating, drafting, and performing due diligence
activities necessitated by the sale transaction, despite the fact
that its bid will be subject not only to Court approval but also
to overbidding by third parties.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Files Background Briefs on Environmental Liabilities
----------------------------------------------------------------
ASARCO LLC and the United States Government, on behalf of the
Environmental Protection Agency, the Department of Agriculture,
the Department of the Interior, and the Section of the
International Boundary and Water Commission filed separate
general background briefs with the U.S. Bankruptcy Court for the
Southern District of Texas.  The background briefs relate to the
Debtors' environmental liabilities.

1. ASARCO

ASARCO relates that environmental liability can be incurred under
a variety of statutes and common law theories of contract and
tort.  Federal statutes creating environmental liability include  
these acts:

   (a) The Comprehensive Environmental Response, Compensation,
       and Liability Act, which addresses releases or threatened
       releases of hazardous substances that may endanger public
       health or the environment, especially from non-operating
       or abandoned sites.

   (b) The Resource Conservation and Recovery Act, which gives
       the EPA the authority to control hazardous waste from
       "cradle to grave" and sets forth a general framework for
       the management of non-hazardous wastes.

   (c) The Federal Water Pollution Control Act, commonly called
       the Clean Water Act, which establishes the basic structure
       for regulating discharges of pollutants into the waters of
       the United States.

   (d) The Clean Air Act, which regulates air pollution through
       the enforcement of air quality standards.

ASARCO notes that certain states have also enacted a variety of
environmental laws that often parallel federal environmental
statutes.

Tony M. Davis, Esq., at Baker Botts L.L.P., in Dallas, Texas,
ASARCO's counsel, contends that ASARCO's present circumstances
justify the fashioning of an appropriate estimation procedure.

The combined environmental claims relating to the Tri-States site
assert liability of more than $3,000,000,000, but ASARCO believes
that its share of those liabilities is only 5%, Mr. Davis tells
the Court.  In this case, the Court's ruling on the issue of
joint and several liability will mean the difference between a
$3,000,000,000 claim and a $150,000,000 claim, Mr. Davis points
out.

If the claims are not reduced to reflect ASARCO's allocable
share, Mr. Davis asserts that the Tri-States claimants will end
up with the lion's share of ASARCO's estate.

If the Tri-States' claims were addressed solely under
environmental law, ASARCO would be part of a potentially
responsible party group and would pay over time its proportionate
share of the cost of investigative and remedial studies, Mr.
Davis says.  ASARCO could also bring contribution actions against
other PRPs if it were held jointly and severally liable outside
of bankruptcy.  The issue would then be how to allocate response
costs pursuant to certain CERCLA factors.

The imposition of joint and several liability upon ASARCO in this
estimation proceeding would permit the Tri-States claimants to
artificially inflate their claims, at the expense of all of
ASARCO's other creditors, and contrary to bankruptcy's general
presumption favoring equality in distribution, Mr. Davis argues.

On the other hand, limiting environmental claims, through
estimation, to a debtor's proportionate liability serves the
Bankruptcy Code's goal of providing a ratable distribution of
assets among creditors, Mr. Davis emphasizes.  However, if the
environmental claims against ASARCO are estimated in their full
amount, the U.S. Government will have a disproportionately large
representation in any vote on a plan of reorganization and an
accurate assessment of the plan's feasibility may be impossible,
Mr. Davis avers.

These consequences can be avoided, however, because the Court's
discretion in implementing Section 502(c) of the Bankruptcy Code
is broad enough to consider the potential contributions of other
parties in estimating the claims of the United States and the
other environmental claimants, Mr. Davis contends.

2. U.S. Government

The U.S. Government argues that it is entitled to recover 100% of
the remediation and clean-up costs it incurred at any site, which
include investigation, monitoring and testing the extent of
danger to the public and the extent of the release of hazardous
substances and prejudgment interest.

ASARCO seems to challenge the Government's ability to recover
indirect costs and the methodology by which those indirect costs
are calculated, David L. Dain, Esq., Environmental Enforcement
Section, in Washington, D.C., contends.  "That challenge is
contrary to CERCLA."

Indirect costs are "part and parcel of all costs" and are
recoverable under CERCLA, Mr. Dain maintains.

Joint and several liability is a critical component of CERCLA
liability, particularly because it encourages responsible parties
to settle their environmental liabilities rather than taking them
all to trial, Mr. Dain emphasizes.

Mr. Dain notes that outside of bankruptcy, the Government has
chosen to bring its environmental complaint.  However, in
bankruptcy, it is ASARCO, through a mandatory Bar Date Order,
that forces the Government to come forward with a proof of claim
covering multiple sites in various stages of investigation and
administration.

It would therefore be serious legal error for the Court to
"allocate" Debtors' liability and disallow the Government's
claims for joint and several liability that are valid under
CERCLA, Mr. Dain asserts.

                       Responses to Briefs

1. ASARCO

In response to the U.S. Government's brief, ASARCO argues that
even if there were no basis for apportioning harm, the Government
would nevertheless be unable to recover all of its costs from the
Debtors at many of the Sites.  Even if ASARCO were held jointly
and severally liable at certain sites, the clean-up costs would
be subject to allocation among various PRPs based on principles
of equity based on certain CERCLA factors.

It is particularly critical to recognize the practice and
principles of allocation in the Debtors' estimation process given
that the Government is a PRP at a number of the Sites, Mr. Davis
asserts.  Consequently, ASARCO would be entitled, under well-
recognized principles of CERCLA jurisprudence, to seek
contribution from the Government for its share of costs at those
sites.

"Under these circumstances, equity demands that the Government
pay its share of site-related costs, rather than shift that
burden to ASARCO," Mr. Davis avers.

Mr. Davis informs the Court that ASARCO would greatly prefer
settlement of the environmental claims rather than a difficult,
time-consuming, and expensive estimation proceeding.  The
Government need only name the time and place to engage ASARCO in
settlement discussions.

Without the settlement, ASARCO will be forced to prosecute its
estimation motion.  In this scenario, to make a prompt exit from
bankruptcy, ASARCO might simply have to accede to the
Government's demands rather than achieve a fair and just
resolution of those demands, Mr. Davis contends.

2. U.S. Government

The Government points out that ASARCO's discussion of the
applicability of joint and several liability in government cost
recovery actions glosses over two very important points:

   (a) The default rule is that a PRP is jointly and severally
       liable for all response costs unless it can show that the
       harm, which gave rise to those response costs, is
       divisible.

   (2) In the vast majority of cases, defendants are unable to
       carry their burden to demonstrate that the harm is
       divisible.

The Government asserts that contrary to ASARCO's contention, it
is well-established that the government is entitled to maintain a
cost recovery action under Section 107(a) of CERCLA, seeking
joint and several liability from PRPs regardless of whether one
or more of its agencies may be a PRP.

3. Asarco Inc.

Asarco Incorporated points out that the briefs filed by ASARCO
and the U.S. Government do not adequately touch on three key
principles that are essential for the Court to consider in
estimating the environmental claims:

   * Calculating actual damages to natural resources;

   * Evaluating the propriety of divisibility and equitable
     apportionment and the equitable factors to consider when
     apportioning environmental claims among various PRPs; and

   * Applying equitable principles.

In a separate filing, Asarco Inc. seeks leave from the Court to
introduce expert reports and submit Dr. Robert Powell as expert
witness on the validity of the Government's remediation claims
and Dr. William Desvousges to address the NRD issues.  The
Experts will provide insights on the environmental claims
relating to the Band 2 and 3 Sites.

4. Quapaw Tribe

The Quapaw Tribe of Oklahoma points out that the general
background briefs filed by ASARCO and the U.S. Government did not
provide a substantive discussion of relevant common law theories
of environmental liability.

In a separate filing, the Tribe responded to the Debtors'
specific objections to the Band 3 Site Claims.  The Quapaw Tribe
maintains that it has provided sufficient information
establishing the Debtors' liabilities related to the Tar Creek
Superfund Site in Ottawa County, Oklahoma.

Moreover, the Tribe asserts that the Debtors' objection
misconstrues the controlling law under CERCLA and ignores
Oklahoma common law theories of nuisance, negligence, gross
negligence, trespass and strict liability when the Debtors
alleged that contribution is limited to NRD costs necessary to
compensate for injuries occurring after December 1980.

5. Colorado School of Mines

The Colorado School of Mines points out that ASARCO's brief cites
cases from many federal jurisdictions to describe CERCLA
jurisprudence.  The law of the circuit in which the site at issue
is located, however, applies as precedent to that particular
site, Asimakis P. Iatridis, Esq., at Berg Hill Greenleaf &
Ruscitti, LLP, in Boulder, Colorado, contends.

Thus, for the School's site, which is the subject of the School's
claim against ASARCO, Tenth Circuit CERCLA law governs, Mr.
Iatridis asserts.  If the Tenth Circuit has not addressed a
particular CERCLA issue, Mr. Iatridis urges the Court to apply
what it deems the Tenth Circuit would do.  The Court is not bound
by Fifth Circuit law to adjudicate CERCLA issues for a Tenth
Circuit site contrary to what ASARCO asserted in its brief, Mr.
Iatridis argues.

             Debtors Address BP Claimants' Objection

ASARCO and Debtor American Smelting and Refining Company note
that the proofs of claim filed by Atlantic Richfield Company,
ARCO Environmental Remediation, LLC, and BP America, Inc., did
not assert any liability for the Sweetwater Mine.

If the BP Claimants knew of the Debtors' alleged liabilities
relating to the Sweetwater Mine, the BP Claimants should have
asserted the claims before the Bar Date, instead of waiting for
more than nine months to assert the claims, the Debtors point
out.

Moreover, the Debtors argue that the BP Claimants failed to
establish "excusable neglect" to obtain authority to file late
claims regarding the Sweetwater Mine.  The Debtors assert that
they and their creditors will be prejudiced if the BP Claimants
are permitted to file late claims, which total approximately
$31,000,000.

Hence, the Debtors ask the Court to deny the BP Claimants'
request for leave to amend their claims and file late claims.

If the Court denies the request for leave, there would be no need
to include the BP Claimants in the notice list to participate in
the estimation proceedings, the Debtors aver.

               ASARCO and U.S. Government Stipulate

ASARCO and the U.S. Government stipulate to extend the deadline
for parties to submit initial expert reports and potential
witnesses relating to the Band 1 Sites until May 25, 2007.

In a separate stipulation, ASARCO agree to limit the disclosure
of certain confidential business information that the Government,
on behalf of the EPA, will submit during the discovery and
estimation process of the Debtors' environmental liabilities.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ATLAS PIPELINE: DTE Acquisition Cues S&P's Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Atlas Pipeline Partners L.P. on CreditWatch with
negative implications.  The rating action follows Atlas Energy
Resources' announcement of its agreement to acquire DTE Gas & Oil
Co., a wholly owned subsidiary of DTE Energy Company, for $1.225
billion.
     
The purchase price will be funded with a $600 million equity
private placement and the company's $850 million senior secured
revolving credit facility.
      
"The CreditWatch listing reflects our concerns that Atlas Energy's
large acquisition could affect APL's credit quality or its
strategic direction, given the influence of its general partner
owner, Atlas Pipeline Holdings L.P.," said Standard & Poor's
credit analyst Plana Lee.
     
As a result of the transaction, Atlas Energy's proved reserves are
expected to increase from 181 billion cubic feet equivalent to 794
bcfe, which represents more than a 330% increase.
     
Atlas America Inc. owns an 80% common unit interest and all of the
Class A and management incentive interests in Atlas Energy
Resources.  Atlas America also owns an 83% interest in Atlas
Pipeline Holdings, which owns the general partner interest in APL,
all the incentive distribution rights and about 1.64 million
common units of APL.


BHG INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: BHG, Inc.
        3200 Buccaneer Boulevard
        Plattsmouth, NE 68048

Bankruptcy Case No.: 07-81023

Type of Business: The Debtor owns and operates a public golf
                  course, a snack and non-alcoholic beverage bar
                  and a sporting goods store.

Chapter 11 Petition Date: May 21, 2007

Court: Nebraska U.S. Bankruptcy Court (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: William L. Switzer, Jr.
                  500 South 18th Street, Suite 200
                  Omaha, NE 68102
                  Tel: (402) 344-4450
                  Fax: (402) 344-4650

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Aurora Loan Service, Inc.        trade debt            $112,000
P.O. Box 5180
Denver, CO 80217

Cass County Treasurer            property taxes         $78,091
346 Main Street
Plattsmouth, NE 68046

John Deer Credit                 trade debt             $52,000
P.O. Box 6600
Johnston, IA 51031

Sargent Drilling                 trade debt             $10,643

Jimmy's Plumbing                 trade debt             $10,000

CitiBusiness Card                trade debt              $8,683

Cox Media                        trade debt              $7,495

Nebraska Turf Products           trade debt              $7,226

Callaway Golf                    trade debt              $6,862

W-M Farms                        trade debt              $6,179

Omaha Door and Window            trade debt              $5,400

Conway Oil Co.                   trade debt              $5,087

Lyman-Richey Sand & Gravel Co.   trade debt              $4,792

Lutz & Company                   trade debt              $4,605

Nike U.S.A., Inc.                trade debt              $3,884

Nebraska Golf Association        trade debt              $3,297

Trico Mechanical Corp.           trade debt              $2,848

Omaha World Herald               trade debt              $2,831

Hydrologic                       trade debt              $2,393

Winner Mate                      trade debt              $1,654


BIO-KEY INT'L: Posts $912,000 Net Loss in Quarter Ended March 31
----------------------------------------------------------------
BIO-key International Inc. reported a net loss of $912,000 for the
first quarter ended March 31, 2007, compared with a net loss of
$3.8 million for the corresponding period in 2006.  However,
excluding a loss on early extinguishment of debt of $2.3 million,
net loss for the first quarter of 2006 was $1.5 million.  

Total revenue for the three months ended March 31, 2007, increased
23% to $3.9 million from $3.1 million reported in the restated
financial statements for the corresponding period in 2006.  The
increase in revenues in the first quarter of 2007, compared to the
corresponding period in 2006, was driven by primarily by an
increase in license fees and other revenue as well as $284,000
from payment received on a long-term project, which the company
participated in as a subcontractor during prior periods.

Gross profit for the first quarter of 2007 increased 33% to
$3.2 million from $2.4 million reported for the corresponding
period in 2006.  BIO-key's gross margin for the first quarter of
2007 was 82% compared to 76% for the corresponding period in 2006.  
The improvement in gross margin in the first quarter of 2007 was
primarily due to BIO-key's continued focus to move from long-term
projects to licensing-based agreements.  

Operating expenses for the first quarter of 2007 increased 3.4% to
$4.4 million from $4.2 million reported for the first quarter of
2006.  The increase in operating expenses in the first quarter of
2007 was primarily due to legal and regulatory costs associated
with an acquisition bid that was made by the company, but
ultimately withdrawn.  BIO-key's operating loss improved in the
first quarter of 2007 to $1.2 million compared to an operating
loss of $1.8 million in the corresponding period in 2006.

"We are especially pleased with the company's first quarter
results as they reflect our continued success in closing on new
larger-scale licensed-based projects as well as reducing expenses
through ongoing cost control," said Michael DePasquale, BIO-key's
chief executive officer.  "We continued to migrate further towards
a licensed product model enabling us to report a gross margin in
excess of 80%.  Some of the new business that was booked during
the quarter included the Oklahoma Department of Safety's
commitment to our MobileCop(TM) software and add-ons by the
Indiana State Police to MobileCop and Onondaga County, N.Y. to
FireRMS(R)."

                         Liquidity Outlook

Consolidated cash and cash equivalents at March 31, 2007, was
$825,791, as compared to $627,167 at Dec. 31, 2006.

On April 18, 2007, the company entered into an agreement with
Laurus Master Fund Ltd. to defer the March, April and May 2007
principal payments in its Senior Notes.  The company also agreed
to issue 850,000 shares of restricted common stock as
consideration for: the principal deferral, full satisfaction of
the $622,764 of default obligations owing to Laurus, and the
waiver of all prepayment fees and penalties arising from the
company prepaying the obligations under the Notes.

                        Balance Sheet Data

At March 31, 2007, the company's balance sheet showed $19,188,000
in total assets, $16,261,000 in total liabilities, $816,000 in
Series B redeemable convertible preferred stock, $5,129,000 in
Series C redeemable convertible preferred stock, resulting in a
$3,018,000 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $4,248,000 in total current assets
available to pay $14,773,000 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?1fae

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2007,
Carlin, Charron, & Rosen LLP expressed substantial doubt about
BIO-Key International Inc.'s ability to continue as a going
concern after auditing the company's financial statements as of
the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's substantial net losses in recent years and accumulated
deficit of $53,842,000 at Dec. 31, 2006.

                   About BIO-Key International

Headquartered in Wall, N.J., BIO-key International Inc. (OTC BB:
BKYI) -- http://www.bio-key.com/ -- develops and delivers  
advanced identification solutions and information services to law
enforcement departments, public safety agencies, government and
private sector customers.  Over 2,500 police, fire and emergency
services departments in North America use BIO-key solutions.


CEDAR STREET: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cedar Street Group, L.L.C.
        1430 Cedar Street
        Clarksville, IN 47129

Bankruptcy Case No.: 07-31717

Chapter 11 Petition Date: May 21, 2007

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: Gordon A. Rowe, Jr.
                  Starks Building, Suite 1436
                  455 South 4th Avenue
                  Louisville, KY 40202
                  Tel: (584) 0555
                  Fax: (584) 9555

Total Assets: $1,530,500

Total Debts:  $1,515,357

Debtor's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Clark County Treasurer           property taxes         $82,922
501 East Court Street            (2003-2006)
Room 125
Jeffersonville, IN 47130

Clarksville Wastewater           1430 Cedar             unknown
P.O. Box 2668                    Street
Attention: Dorothea Leuthart,    Clarksville, IN;
Manager                          value of
Clarksville, IN 47129            security:
                                 $1,500,000;
                                 value of senior
                                 lien:
                                 $1,432,000

Gus Goldsmith                    leasehold              unknown
143 West Market Street           improvements/
Louisville, KY 40202             fixtures; value
                                 of security:
                                 $20,000

Stockyards Bank & Trust Co.      leasehold              unknown
                                 improvements/
                                 fixtures; value
                                 of security:
                                 $20,000

U.S. Small Business              leasehold              unknown
Administration                   improvements/
                                 fixtures; value
                                 of security:
                                 $20,000

J.P. Morgan Chase Bank           used fitness           unknown
                                 equipment-
                                 treadmills(9),
                                 dumbells,
                                 electronic
                                 fitness equipment,
                                 balls; value of
                                 security: $10,000

Indiana American Water Company   water bill-past           $279
                                 due

Industrial Disposal              waste disposal            $156


CIMAREX ENERGY: Board Declares 4 Cents-Per-Share Cash Dividend
--------------------------------------------------------------
Cimarex Energy Co.'s board of directors has declared a regular
cash dividend on its common stock of 4 cents-per-share.  The
dividend is payable on Sept. 3, 2007, to stockholders of record on
Aug. 15, 2007.

Moreover, the company reported net income of $64.6 million in
first quarter ended March 31, 2007, this compares to first-quarter
2006 earnings of $110.2 million.

Revenues from oil and gas sales in the first quarter of 2007 were
$293.5 million, compared to $322 million in the same period of
2006.  First-quarter 2007 cash flow from operations totaled
$215.4 million versus $227.1 million in the same period of 2006.

The decrease in first-quarter 2007 revenues, earnings and cash
flow is primarily a result of lower oil and gas prices.  First-
quarter 2007 gas prices decreased 6% to $6.73 per thousand cubic
feet and oil fell 7% to $55.22 per barrel.

First-quarter 2007 exploration and development expenditures
totaled $246 million as compared to $273 million in the first
quarter of 2006.  In the first quarter of 2007, Cimarex drilled
110 gross wells, completing 94% as producers.  Exploration and
development capital investment for 2007 is still projected to
range from $800 million to $1 billion.

At March 31, 2007, the company's balance sheet showed $4.9 billion
in total assets, $1.9 billion in total liabilities and
$3 billion in total shareholders' equity.

                       About Cimarex Energy
      
Headquartered in Denver, Cimarex Energy Co. (NYSE:XEC) --
http://www.cimarex.com/-- is an independent oil and gas    
exploration and production company with principal operations in  
the Mid-Continent, Gulf Coast, Permian Basin of West Texas and New
Mexico and Gulf of Mexico areas of the U.S.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2007,
Moody's assigned a 'B1' note rating to Cimarex Energy's pending
$300 million senior unsecured 10 year note offering.  At the same
time, Moody's affirmed XEC's existing 'Ba3' corporate family
rating, 'Ba3' Probability of Default Rating, and 'B1' senior
unsecured note rating.  Under Moody's Loss Given Default debt
notching methodology, the two note issues are rated 'B1' (LGD 5;
70%).


CITIGROUP MORTGAGE: Moody's May Lower Ba1 Rating After Review
-------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade two classes of certificates from the Citigroup Mortgage
Loan Trust 2006-CB3 deal.

The transaction is backed primarily by first lien adjustable- and
fixed-rate mortgage loans.

These ratings are being reviewed based on a higher than
anticipated rate of delinquency in the underlying collateral
compared to current credit enhancement levels.

The complete rating actions are:

   * Issuer: Citigroup Mortgage Loan Trust 2006-CB3

     -- Class B-3, current rating Baa3, under review for
        possible downgrade;

     -- Class B-4, current rating Ba1, under review for possible
        downgrade;


CLAIRE'S STORES: S&P Rates Proposed $1.65 Billion Loans at B
------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Pembroke Pines, Florida-based Claire's Stores
Inc., a specialty retailer of value-priced jewelry and fashion
accessories for pre-teens, teenagers, and young adults.  The
outlook is negative.
     
At the same time, S&P assigned its bank loan and recovery rating
to the company's proposed $1.65 billion senior secured credit
facilities, consisting of a $200 million revolving credit facility
maturing 2013 and a $1.45 billion term loan maturing 2014.  The
facilities are rated 'B', the same as the corporate credit ratings
on Claire's and have been assigned a recovery rating of '3',
reflecting the expectation for meaningful (50%-80%) recovery of
principal in the event of payment default.
     
The negative outlook reflects the current softness in the
international division and potential difficulties involved in
implementing operational improvements identified by the company.  
"We expect sales growth to be below historical rates and some
continued decline in operating margins over the next 12 months,"
said Standard & Poor's credit analyst David Kuntz.


CLAREMONT LIABILITY: A.M. Best Downgrades FSR to B+
---------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B+
(Good) from B++ (Good) and assigned an issuer credit rating of
"bbb-" to Claremont Liability Insurance Company (Oakland, CA).

The outlook for the FSR remains negative, while the outlook
assigned to the ICR is negative.

These rating actions reflect CLIC's recent deterioration in risk-
adjusted capitalization, as measured by Best's Capital Adequacy
Ratio.  This is driven primarily by the growing reinsurance
recoverable balances, amounting to nearly 600 percent of surplus
as a result of the rise in reserves for the 100 percent reinsured
contractor liability program that is currently in run-off, and the
2005 termination of a stop-loss reinsurance agreement with its
parent, Medical Insurance Exchange of California.

In February 2007, the company's only active hospital policyholder
did not renew its policy with CLIC or with MIEC.  CLIC offered
tail endorsements for the physicians covered under the hospital
policy. The company does not plan to write any other business in
the near future.

The outlook is based on the marginally supportive risk-adjusted
capitalization.  As a result, the rating outlook is likely to
remain until this measure is strengthened to a level that more
adequately supports CLIC's current rating.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.
   
View a list of companies related to this press release. The list
will include Best's Ratings along with links to additional company
specific information including related news and reports.


COMMERCIAL TRAVELERS: A.M. Best Lifts Financial Strength Rating
---------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and assigned issuer credit ratings of "bbb-"
to Commercial Travelers Mutual Insurance Company and its wholly
owned subsidiary, Monitor Life Insurance Company of New York (both
of Utica, NY).  The outlook for both ratings is stable.

The upgrade reflects Commercial Travelers' increasing surplus due
to sustained profitability in recent years.  While the companies
have experienced past fluctuations in their operating results,
steps taken to stabilize operations have been successful.
Commercial Travelers has also exhibited better discipline in
writing new business.

Commercial Travelers is a mutual accident and health insurer with
an established niche in the student medical expense insurance
business. Monitor Life serves as Commercial Travelers' life
insurance marketing arm.

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


CONGOLEUM CORP: Judge Stroumtsos Rules Insurers May Not Pay Claims
------------------------------------------------------------------
The Hon. Nicholas Stroumtsos Jr. of the Middlesex County Superior
Court in New Jersey declared Friday that insurers didn't have to
pay asbestos-related claims that had been negotiated as part of
Congoleum Corporation and its debtor-affiliates' prepackaged
bankruptcy, the Wall Street Journal reports.

According to WSJ, when the Debtors filed for bankruptcy, they
agreed to pay more than $200 million in asbestos claims however by
2004, allowed claims had reached to more than $465 million.

WSJ says that according to insurers, the Debtors entered into a
claimant agreement where it agreed to pay potentially questionable
asbestos claims.

WSJ relates, quoting Judge Stroumtsos, that the agreement was a
collusion between the Debtors' former lawyers and lawyers
representing the asbestos claimants and that the agreement didn't
contain provisions to flush out fraudulent claims.

WSJ discloses that lawyers who negotiated the agreement weren't
available for comment while the Debtors' attorneys couldn't be
reached.

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient   
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Paul S. Hollander, Esq., and Gregory S. Kinoian, Esq., at Okin,
Hollander & Deluca, L.L.P., represent the Debtors.  Nancy
Isaacson, Esq., at Goldstein Isaacson, PC, represents the Official
Committee of Unsecured Creditors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Futures Claimants Representative is represented by Stephen B.
Ravin, Esq., and Bruce J. Wisotsky, Esq., at Ravin Greenberg PC.

American Biltrite, Inc., which owns 55% of Congoleum, is
represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at
Skadden Arps Slate Meagher & Flom.


CONGOLEUM CORP: Appeals Nixing of Travelers Settlement Agreement
----------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates, Travelers
Casualty and Surety Co., and St. Paul Fire and Marine Insurance
Company, jointly appealed the Hon. Kathryn Ferguson of the U.S.
Bankruptcy Court for the District of New Jersey's denial of their
proposed Settlement and Buyback Agreement.

                       Settlement Agreement

Judge Ferguson, on May 11, 2007, had denied a proposed settlement
agreement, which involves the sale of the policies issued by
Travelers, called for Travelers to pay the Debtors $25 million in
two installments in return for the resolution of outstanding
issues.

The Future Claims Representative had objected to the Settlement
Agreement.

                      Judge Ferguson's Opinion

In her opinion, Judge Ferguson said that in order for the
settlement to be approved, it had to meet the standards set in
Rule 9019 and Section 363 of the Bankruptcy Code.  

Judge Ferguson said that pursuant to Section 363(b) of the
Bankruptcy Code.  Under this provision, the Debtor has the burden
to establish the sound business reasons for the terms of the
proposed sale.  Although many factors are considered, the "sound
business purpose" test has four basic requirements: (1) sound
business reason; (2) accurate and reasonable notice; (3) adequate
price (fair and reasonable); and (4) good faith.  See, e.g. In re
Titusville Country Club, 128 B.R. 396 (W.D. Pa. 1991).

The FCR's objection had revolved around good faith and adequate
price.

                           Good Faith

Judge Ferguson said that on the issue of good faith, the FCR had
asserted that the settlement was a result of collusion.  The Court
however, has been presented with nothing more than circumstantial
evidence of bad faith or a quid pro quo.

The FCR pointed to the fact that the negotiators involved in the
settlement are the same persons involved in ACandS Inc.'s
bankruptcy proceeding.  Judge Ferguson however relates that
despite the fact that the same professionals are negotiating in
other cases standing alone, or even in conjunction with other
coincidences in this case, it is not sufficient evidence of
collusion.

Judge Ferguson said that in order to find bad faith, it has to
rely more than the settlement failing the "smell test."  The FCR
in this case, has to show more than an opportunity to collude and
provide some evidence or indication of actual collusion.

                          Adequate Price

On the question of adequate price, the Court relates that analysis
of this factor necessarily implicates the standards for approving
a settlement.  The Third Circuit has identified four criteria to
be used in evaluating a settlement: 1) the probability of success
in the litigation; 2) any difficulties to be encountered in
collection; 3) the complexity of the litigation and the expenses,
inconvenience and delay necessarily attending it; and 4) the
paramount interests of creditors.  See, e.g. In re RFE Industries,
Inc., 283 F.3d 159 (3d Cir. 2002)(citing In re Martin, 91 F.3d 389
(3d Cir. 1996)).

Judge Ferguson relates that the Debtors' proposed settlement is a
partial settlement that takes Travelers out of the coverage
litigation and makes them a settling insurer in the bankruptcy.  
The proposed settlement does not offer final resolution to any
litigation.  The Debtors will still have to contend with the
coverage litigation in the state Court, Judge Ferguson says.
For these reasons, the first and third criteria are rendered
inapplicable to the analysis.  The second criteria is also a non-
issue since Travelers can pay the necessary amount.

                      Interests of Creditors

The proposed settlement though, Judge Ferguson discloses, does not
have the support of any creditor constituency.  Although the
Official Asbestos Creditors' Committee did not oppose the
settlement, it also didn't support it.  The Bondholders Committee
did not take any position but was generally in agreement with the
Asbestos Committee.  Thus, according to Judge Ferguson, the
creditors response to the settlement ranges from "staunch
opposition to grudging non-opposition."

The lack of active creditor support for this settlement is
important given the Debtors unique position vis a vis the
insurance proceeds.  All of the Debtors' past plans of
reorganization are premised on the availability of insurance
proceeds to be transferred to a trust for the benefit of asbestos
creditors.  Although the Debtors have an indirect interest to the
extent that a favorable insurance settlement advances their
ability to present a confirmable plan, they have no direct
pecuniary interest in the amount of the insurance settlements

The FCR had convincingly argued that the true beneficiaries of the
insurance should be the given the capacity to decide on how to
deal with the insurance companies.

The Court further says that since there is currently no plan of
reorganization on file, the Court, along with other parties, are
asked to analyze the settlement in a vacuum.

Judge Ferguson concludes that there are too many unanswered
questions at this point to permit the Court to find that the
proposed settlement is reasonable and in the paramount interest of
creditors.

The Futures Claimants Representative is represented by Stephen B.
Ravin, Esq., and Bruce J. Wisotsky, Esq., at Ravin Greenberg PC,
with Roger Frankel, Esq., and Jonathan P. Guy, Esq., at Orrick
Herrington & Sutcliffe LLP, admitted pro hac vice.

American Biltrite, Inc., which owns 55% of Congoleum, is
represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at
Skadden Arps Slate Meagher & Flom.

St. Paul is represented by Stefano Calogero, Esq., and Donna
Lavista Schwartz, Esq., at Cuyler Burk LLP, with Harry Lee, Esq.,
and George R. Calhoun, V, Esq., at Steptoe & Johnson LLP, admitted
pro hac vice.

Travelers Casualty is represented by Stephen V. Falanga, Esq., and
Daren S. McNally, Esq., at Connell Foley LLP, with Barry R.
Ostrager, Esq., Lynn K. Neuner, Esq., and Kathrine A. McLendon,
Esq., at Simpson Thacher & Bartlett LLP, admitted pro hac vice.

Richard L. Epling, Esq., John F. Pritchard, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, have been
admitted pro hac vice for the Debtors.
  
                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient   
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Paul S. Hollander, Esq., and Gregory S. Kinoian, Esq., at Okin,
Hollander & Deluca, L.L.P., represent the Debtors.  Nancy
Isaacson, Esq., at Goldstein Isaacson, PC, represents the Official
Committee of Unsecured Creditors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.


CONGOLEUM CORP: Appeals Bankruptcy Court's Ruling on Plan
---------------------------------------------------------
Congoleum Corporation and its debtor-affiliates has appealed to
the U.S. District Court for the District of New Jersey a ruling by
the U.S. Bankruptcy Court for the District of New Jersey with
respect to their Tenth Plan of Reorganization.

In its Form 10-Q filing with the U.S. Securities and Exchange
Commission, the Debtor disclosed that in February 2007, the
Bankruptcy Court had issued two separate opinions ruling that
neither the Tenth Plan nor the amended plan of reorganization
filed by Continental Casualty Company, and its affiliate,
Continental Insurance Company, was is confirmable as a matter of
law.

The Debtors further said that since the Tenth Plan and a revised
version of the Tenth Plan filed jointly with the Asbestos
Claimants' Committee, are substantially identical, then the ruling
on the Tenth Plan would also apply to the Revised Plan.

As a result of the Court's rulings, the Debtors resumed global
plan mediation discussions in March 2007 to resolve the issues
raised with respect to the Tenth Plan.

                            Plan Update

In January 2004, the Debtors filed their plan of reorganization
and disclosure statement with the Bankruptcy Court and on November
2004 filed a modified plan of reorganization and related documents
(the Fourth Plan) to reflect the result of further negotiations
with the ACC, FCR and other asbestos claimant representatives.  
The Bankruptcy Court approved the disclosure statement and plan
voting procedures in December 2004 and the Debtors obtained the
requisite votes of asbestos personal injury claimants necessary to
seek approval of the Fourth Plan.

In April 2005, the Debtors disclosed that they had reached an
agreement in principle with representatives of the ACC and the FCR
to modify their plan regarding the settlement and payment of
asbestos-related claims against them.  In July 2005, the Debtors
filed an amended plan (the Sixth Plan) to reflect the result of
these negotiations as well as some technical modifications.  The
Bankruptcy Court approved the disclosure statement and voting
procedures.  The Debtors started to solicit acceptance of the
Sixth Plan in August 2005.

However in September 2005, the Debtors learned that certain
asbestos claimants were unwilling to agree to forbear from
exercising their security interest under the Sixth Plan so they
subsequently withdrew the Sixth Plan.

In November 2005, the Bankruptcy Court denied a request by the
Debtors to extend their exclusive right to file a plan of
reorganization and solicit acceptances

In March 2006, the Debtors filed a new amended plan or their
Eighth Plan.  However, Continental Casualty and the Official
Bondholders' Committee filed separate plans of reorganization.

In May 2006, the Bankruptcy Court ordered all parties in interest
in the Debtors' bankruptcy proceedings to participate in global
mediation discussions and these took place from June through
September 2006.

During the initial mediation negotiations, the Debtors reached an
agreement in principle, with the ACC, the FCR and American
Biltrite Inc., on certain terms of an amended plan or Ninth Plan.
The Debtors filed the Ninth Plan jointly with the ACC.

Continental Casualty and the Bondholders' Committee jointly filed
a new, competing plan in August 2006 and each withdrew its prior
plan.

After further mediated negotiations, the Debtors, the ACC, the
FCR, ABI and the Bondholders' Committee reached agreement on terms
of the Tenth Plan which the Debtor filed jointly with the ACC in
September 2006.

After the Bondholders' Committee withdrew support for Continental
Casualty's plan, Continental Casualty filed its own amended plan.

In October 2006, the Debtors and the ACC jointly filed a revised
version of the Tenth Plan to reflect minor technical changes
agreed to by the various parties supporting the Debtors' plan.

In October 2006, the Bankruptcy Court held a hearing to consider
the adequacy of the disclosure statements with respect to the
Debtors' Tenth Plan and the Continental Casualty's Plan and to
hear arguments on respective summary judgment motions that the two
plans were not confirmable as a matter of law.  The Bankruptcy
Court provisionally approved the disclosure statements for the two
plans subject to the ruling on the respective summary judgment
motions.

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient   
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Paul S. Hollander, Esq., and Gregory S. Kinoian, Esq., at Okin,
Hollander & Deluca, L.L.P., represent the Debtors.  Nancy
Isaacson, Esq., at Goldstein Isaacson, PC, represents the Official
Committee of Unsecured Creditors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Futures Claimants Representative is represented by Stephen B.
Ravin, Esq., and Bruce J. Wisotsky, Esq., at Ravin Greenberg PC.

American Biltrite, Inc., which owns 55% of Congoleum, is
represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at
Skadden Arps Slate Meagher & Flom.


D&K MOTORS: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: D&K Motors, Inc.
        P.O. Box 653
        Erwin, NC 28339

Bankruptcy Case No.: 07-01099

Chapter 11 Petition Date: May 21, 2007

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsel: Richard D. Sparkman, Esq.
                  P.O. Drawer 1687
                  Angier, NC 27501
                  Tel: (919) 639-6181

Total Assets:  $697,473

Total Debts: $2,579,064

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
New Century Bank                 unsecured as          $637,458
Attention: Managing Agent        D&K; secured
P.O. Box 1988                    with property
Dunn, NC 28335                   owned in
                                 officers'
                                 names only

                                 open account           $50,050

Lee's Auto Sales, Inc.           loan                  $400,000
Attention: Managing Agent
1703A Denim Drive
Erwin, NC 28339

New Century Bank                 credit card            $20,793
Attention: Managing Agent
P.O. Box 674824
Marietta, GA 30006-0005

Snipes, Gower & Associates,      accounting             $13,435
P.A.                             services

Cars Automotive & Wrecker        corporate               $9,518
                                 account

Greenleaf Auto Recyclers         corporate               $8,927
                                 account

Auto Parts of Shelby             corporate               $7,730
                                 account

Eastern Auto Salvage             corporate               $5,210
                                 account

McLamb's Auto Shop & Salvage     corporate               $3,115
                                 account

J&N Auto Sales Salvage & Bod     corporate               $3,055
Shop                             account

Coy & Karen's Auto Parts         corporate               $2,940
                                 account

Jackson Auto Salvage, Inc.       corporate               $2,700
                                 account

Speedy's Used Parts              corporate               $2,632
                                 account

McAllister Motors                corporate               $2,619
                                 account

Robbins Auto Parts               corporate               $2,601
                                 account

M&W Auto Parts & Garage, Inc.    corporate               $2,461
                                 account

Clark's Salvage Wrecker          corporate               $2,285
                                 account

Gosnell Used Auto Parts          corporate               $2,241
                                 account

East Coast Auto Used Parts       corporate               $2,080
                                 account


DAIMLERCHRYSLER: Chrysler Invests $700MM in Marysville Axle Plant
-----------------------------------------------------------------
Chrysler Group broke ground at the future site of the Marysville
Axle Plant in Marysville, Michigan.  Chrysler Group executives
were joined by UAW officials and state and local dignitaries to
celebrate the $700 million Michigan investment.

The plant represents just one step that Chrysler Group is taking
toward reaching its Recovery and Transformation Plan, which is
designed to return the company to profitability by 2008.  The
axle plant is part of the Company's "Powertrain Offensive" -- a
$3 billion investment to produce more fuel-efficient engines,
transmissions and axles for Chrysler Group.

"The Marysville Axle Plant and other powertrain investments show
Chrysler Group's commitment to improving the fuel economy of all
of our vehicles," Frank Ewasyshyn, Chrysler Group Executive Vice
President - Manufacturing, said.  "We are proud to play a positive
role in the economy of the State of Michigan, as well as in the
City of Marysville."

"The investment in Marysville is a great start for the new
Chrysler Corporation," General Holiefield, UAW Vice President, who
directs the union's DaimlerChrysler Department, said.  "It shows
that when we work together, we can preserve good-paying
manufacturing jobs in the United States."

Construction on the plant will begin this summer.  It will employ
900 people when it reaches full volume in 2010 and will produce
1.2 million axles annually.

"We came together as several separate entities to formulate the
requirements necessary to attract Chrysler Group to a project site
for their new axle plant," Gary Orr, Mayor of Marysville, said.  
"For that we are so very grateful. As a City Council, we are
excited and as Mayor of record I am extremely proud, as an
administrative team, we stand ready to support the successful
future of this great automotive giant."

The Marysville Axle Plant investment will include engineering and
development costs.

Headquartered in Auburn Hills, Michigan, Chrysler Group has
invested $4.4 billion in its Southeast Michigan manufacturing
operations since 2003.

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures,   
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.  
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DENALI CAPITAL: S&P Rates $18 Million Class B-2L Notes at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Denali Capital CLO VII Ltd./Denali Capital CLO VII
(Delaware) LLC's $755.5 million floating-rate notes due 2022.
     
The preliminary ratings are based on information as of May 21,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more junior
        classes and income notes;

     -- The transaction's cash flow structure, which has been
        subjected to various stresses requested by Standard &
        Poor's;

     -- The portfolio manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
   
                    Preliminary Ratings Assigned
                    Denali Capital CLO VII Ltd./
                Denali Capital CLO VII (Delaware) LLC
   
                Class             Rating         Amount
                -----             ------         ------
                A-1L              AAA         $482,000,000
                A-1LR*            AAA         $150,000,000
                A-2L              AA           $42,000,000
                A-3L              A            $41,000,000
                B-1L              BBB          $22,500,000
                B-2L              BB           $18,000,000
                Income notes      NR           $57,350,000
   

                         * Variable-funding note.

                              NR - Not rated.


DOLLAR THRIFTY: Seeks New $600 Mil. Sr. Secured Credit Refinancing
------------------------------------------------------------------
Dollar Thrifty Automotive Group Inc. is seeking $600 million in
new Senior Secured Credit Facilities to refinance its existing
credit facility, pay related fees and expenses, reduce vehicle
debt, and for general corporate purposes.

The company said that the new credit facility is expected to
include up to:

   i. $350 million Revolving Credit Facility, which will replace
      the existing $300 million Revolving Credit Facility; and

  ii. $250 million Term Loan B, which the company initially
      intends to be used to repay asset-backed vehicle       
      indebtedness.

The company states that Deutsche Bank Securities Inc. and The Bank
of Nova Scotia will arrange a syndicate of lenders for the new
credit facility.

Headquartered in Tulsa, Oklahoma, Dollar Thrifty Automotive Group,
Inc. (NYSE: DTG) -- http://www.dtag.com/-- is a Fortune 1000  
company.  the company operates in United States and Canadian
airport markets.


DOLLAR THRIFTY: Selling $500MM Series 2007-1 Notes to Bank Lenders
------------------------------------------------------------------
Dollar Thrifty Automotive Group Inc. and its wholly owned
subsidiary Rental Car Finance Corp. entered last week into a
purchase agreement selling $500 million of Rental Car's Series
2007-1 Floating Rate Rental Car Asset Backed Notes, Class A to
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.,
J.P. Morgan Securities Inc., ABN AMRO Incorporated, BNP Paribas
Securities Corp., Dresdner Kleinwort Securities LLC, and Scotia
Capital (USA) Inc.

Dollar Thrift said that the offered securities have a five year
term, but are subject to acceleration upon the occurrence of
adverse events such as nonpayment of interest and principal and
insufficient collateral.

Dollar Thrift also said that the collateral for the offered
securities includes vehicles, manufacturer program receivables and
cash, and other credit support is furnished in the form of a
letter of credit.  Payment of interest and principal on the
Offered Securities is insured by a financial guaranty insurance
policy.

Dollar Thrift states that the agreement authorizes the
Initial Purchasers to deliver prospective subsequent purchasers
information in connection with any reoffer or resale of the
Offered Securities.  The Initial Purchasers or their affiliates
are also participants in other credit facilities of DTG and
subsidiaries.

A full-text copy of the Note Purchase Agreement is available for
free at: http://ResearchArchives.com/t/s?1fc2

Headquartered in Tulsa, Oklahoma, Dollar Thrifty Automotive Group,
Inc. (NYSE: DTG) -- http://www.dtag.com/-- is a Fortune 1000  
company.  the company operates in United States and Canadian
airport markets.


DOLLAR THRIFTY: S&P Rates Proposed $600 Million Facility at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Dollar
Thrifty Automotive Group Inc., including a 'B+' corporate credit
rating.  The outlook is stable.

S&P assigned a 'BB-' rating to DTAG's proposed $600 million
secured credit facility.  In addition, S&P assigned a '1' recovery
rating, indicating a high expectation of full recovery of
principal in the event of a payment default.  The facility
consists of a $350 million secured revolver maturing in 2013 and a
$250 million secured term loan B maturing in 2014.
      
"The ratings on Tulsa, Oklahoma-based DTAG reflect its relatively
limited market position in the North American car rental industry
and highly leveraged financial profile," said Standard & Poor's
credit analyst Betsy Snyder.  "However, the company does benefit
from its access to fleet financings through asset-backed
securitizations."
     
DTAG is comprised of two major operating segments, both of which
target cost-conscious leisure, government, and business car
renters.  Dollar, which accounted for 56% of revenues in 2006,
operates in North America at 358 locations, focusing on airport
locations.  Thrifty (37% of revenues), operates at 478 locations,
both on-airport and off-airport.  Although it operates through
separate brands, DTAG benefits from combined back office
operations and vehicle sharing.  At the top 100 airports in the
U.S., the Dollar and Thrifty brands have a combined market share
of 13%, well behind Hertz Corp. (28%; BB-/Stable/--) a combined
Avis and Budget (30%, both owned by Avis Budget Group Inc.;
BB+/Stable/--), and a combined Alamo and National (20%, both owned
by Vanguard Car Rental USA Holdings Inc.; B+/Watch Pos/--).  
Vanguard is being acquired by Enterprise Rent-A-Car Co. (A-/Watch
Neg/A-2), and the combined entity will have an airport market
share of 27%.
     
DTAG is less geographically diverse than its major competitors,
with 60% of revenues derived from Florida, Hawaii, California, and
Nevada.  The on-airport segment of the car rental industry, from
which the company generates 90% of revenues, is heavily reliant on
airline traffic.  Demand tends to be cyclical, and can also be
affected by global events such as wars, terrorism, and disease
outbreaks.  The off-airport segment, which has been growing, is
less cyclical and more profitable, but is dominated by Enterprise.  
DTAG's credit ratios are expected to remain fairly consistent over
the near to intermediate term due to its heavy debt burden.  If
the company were to implement a substantial share repurchase
program, the outlook could be revised to negative.  An outlook
revision to positive is considered less likely.


DRAKE INVESTMENT: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Drake Investment Co., L.L.C.
        12-14 Pavilion Road
        Suffern, NY 10901

Bankruptcy Case No.: 07-22474

Chapter 11 Petition Date: May 21, 2007

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Erica R. Feynman, Esq.
                  Rattet, Pasternak & Gordon Oliver, L.L.P.
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

                        -- and --

                  Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, L.L.P.
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Total Assets: $4,000,000

Total Debts: $3,664,500

Debtor's Three Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Barry A. Sturtz, P.C.                                   $85,000
134 Route 59
Suffern, NY 10901

Village of Suffern                                      $47,500
Water Authority
61 Washington Avenue
Suffern, NY 10901

Olshan, Grundman, et al.                                 $6,500
Attention: Adam Friedman, Esq.
65 East 55th Street
New York, NY 10022


E2 BROKER: Plan Confirmation Hearing Scheduled on June 11
---------------------------------------------------------
The Honorable Michael S. McManus of the United States Bankruptcy
Court for the Eastern District of California will convene a
hearing on June 11, 2007, at 11:00 a.m. at Sacramento Courtroom
28, Department A, to consider confirmation of E2 Broker Inc. dba
Naturally Pure Enterprises' Chapter 11 Plan of Liquidation.

Objections, if any, to the confirmation of the Debtor's Plan are
due on June 6, 2007.

On May 2, 2007, Judge McManus approved the Debtor's Disclosure
Statement explaining that Plan.

                          Plan Funding                      

The Plan contemplates the liquidation of the Debtor's assets and
established a separate Plan fund in order to make payments to its
creditors.

The Debtor will deposit cash into the Plan fund from ongoing cash
flow these amounts:

     i. all excess cash beyond the sum of $60,000 within 30 days
        of the effective date;

    ii. $5,000 for each month beginning July 2007 to December
        2008;

   iii. $6,500 for each month beginning January 2009 to December
        2011.

The Debtor said that all proceeds from the sale will be paid
to the secured creditors after all of its assets have been
liquidated.

                       Treatment of Claims

Under the Plan, Administrative Claims, totaling $25,000, will
be paid in full on the effective date of the Plan.

Unsecured Priority Tax Claims will be paid in equal monthly
installments, pro rata, with interest rate of 5% annually from
the effective date.

Wells Fargo Bank Secured Claims, totaling $379,074, will bear
interest at 5% annually and will be amortized over no longer than
four years from the effective date.

Franchise Tax Board Secured Tax Claims, totaling $181,273, will be
paid in installments $2,000 per month with 5% interest annually on
or before the 10th day of each month.

Internal Revenue Service Secured Tax Claims, totaling $236,289,
will be paid in installments per month with an interest rate of
5% annually after IRS claims have been paid.

C.L. Rafferty Secured Property Tax Claims, totaling $3,755,
will be paid $175 per month in installments with an interest
rate of 5% annually from the effective date.

Safe Credit Union has a secured claim of approximately $34,000
for a 1999 Mercedes has been rejected by the Debtor.

Priority Wage, Employment Benefit, and Consumer Deposit Claims
will be paid beginning 30 days after the effective date with
an interest rate of 5%, until paid in full.

General Unsecured Claims will receive 5% of their claims from
the Debtor's Plan fund without interest.  

Equity Interest Holders, Robin Giffin and Jacob Mickalich, each
holds 50% of the Debtor's common stock, will each contribute
$5,000 into the Plan fund within 90 days of confirmation of the
Plan.  Hence, Messrs. Giffin and Mickalich will retain their
equity interest in the Debtor's common stock after the Plan
is confirmed.

                       About E2 Broker Inc.

Headquartered in Rocklin, California, E2 Broker Inc. dba
Naturally Pure Enterprises conducts employment drug testing.  
The company filed for Chapter 11 protection on Nov. 28, 2006
(Bankr. E.D. Ca. Case No. 06-25014).  Scott A. CoBen, Esq., and
William E. Kruse, Esq., at CoBen & Associates, represent the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's bankruptcy
case.  When the Debtor filed for protection from its creditors, it
estimated assets and debts between $1 million and $100 million.


EATON VANCE: Notes' Redemption Cues S&P to Withdraw Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1, A-2, B, and D notes issued by Eaton Vance CDO III Ltd.,
a high-yield arbitrage CLO transaction originated in
August 2000.
     
The rating withdrawals follow the optional redemption of the notes
according to section 9.2(a)(ii) of the indenture dated Aug. 24,
2000.  The optional redemption took place on the May 15, 2007,
distribution date.
   

                         Ratings Withdrawn
   
                     Eaton Vance CDO III Ltd.

                     Rating                Balance
                     ------                -------
         Class     To     From      Current       Original
         -----     --     ----      -------       --------
         A-1       NR     AAA        $0.00      $288,000,000
         A-2       NR     AAA        $0.00       $15,000,000
         B         NR     AAA        $0.00       $31,000,000
         D         NR     BB-        $0.00       $14,000,000


                           *NR - Not rated.


EMAGIN CORP: Posts $2.9 Million Net Loss in Quarter Ended March 31
------------------------------------------------------------------
eMagin Corp. reported a net loss of $2.9 million for the first
quarter ended March 31, 2007, compared with a net loss of
$5.2 million for the same period in 2006.

Revenue for the three months ending March 31, 2007,
of $3.6 million increased 120% from revenue of $1.6 million for
the quarter ending March 31, 2006.  Revenue was up 41% from
$2.6 million reported for the fourth quarter of 2006.  Increases
in microdisplay demand fueled the reported growth.

Gross margins improved to 14% of revenue from a gross loss of 85%
for the quarter ended March 31, 2006.  Margin growth resulted from
revenue growth of 120% combined with flat cost of goods expense of
$3.1 million as compared to cost of goods expense of $3 million in
2006.

At March 31, 2007, the company's balance sheet showed $5.7 million
in total assets and $8.7 million in total liabilities, resulting
in a $3 million total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $4.6 million in total current assets
available to pay $8.6 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1fc8

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2007,
Eisner LLP expressed substantial doubt on eMagin Corp.'s ability
to continue as a going concern after auditing the company's annual
report for the year ended Dec. 31, 2006.  Eisner reported that the
company has had recurring losses from operations which is likely
to continue, and has working capital and capital deficits at
Dec. 31, 2006.

                        About eMagin Corp.

Headquartered in Bellevue, Washington, eMagin Corporation (AMEX:
EMA) -- http://www.emagin.com/ -- manufactures and markets  
virtual imaging products and information technology software.  In
addition, eMagin offers engineering support, as well as various
support products, including developer kits and personal computer
interface kits.  The company offers its products to OEMs in the
military, industrial, medical, and consumer market sectors through
direct technical sales in North America, Asia, and Europe.


ENTERPRISE PRODUCTS: Moody's Puts Ba1 Rating on Proposed Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Enterprise
Products Operating L.P.'s proposed $500 million fixed/floating
rate junior subordinated notes issue.

EPOLP is the primary operating subsidiary of Enterprise Products
Partners L.P. a publicly traded midstream energy limited
partnership, and issues substantially all of Enterprise's
partnership debt.

The Notes will be rated Ba1, one notch below EPOLP's Baa3 senior
unsecured rating.  The one notch differential is based on the
Notes having sufficient equity-like characteristics to receive
hybrid securities basket "C" treatment (i.e., 50% equity and 50%
debt) for financial statement adjustment purposes.  Basket "C"
assignment is based on being ranked strong on the "No Maturity"
measure, weak on the "No Ongoing Payments" measure, and moderate
on "Loss Absorption."  The basket designation will shift to basket
"B" (25% equity and 75% debt) in 10 years when the security has
less than 50 years to maturity, remain in basket "B" for 20 years
and then shift to basket "A" until the final maturity.

The basket assignment is based on these rankings on the three
dimensions of equity:

   * No Maturity: Strong -- the Notes have a 60-year maturity,
     callable after 10 years at par subject to the Replacement
     Capital Covenant.  The Covenant obligates EPOLP not to
     redeem or repurchase the Notes unless it has previously
     received proceeds from the issuance of a qualifying
     replacement security, which is clearly defined to have the
     same or greater equity-like characteristics as the Notes at
     the time of redemption. This Covenant initially runs in
     favor of the holders of an issue of EPOLP's senior
     unsecured debt.  EPOLP received an acceptable opinion from
     outside counsel regarding the enforceability of this
     Covenant in accordance with the laws of New York.

   * No Ongoing Payments: Weak -- Under the terms of the Notes,
     EPOLP has the ability to defer payment of interest for up
     to ten consecutive years, after which time failure to pay
     accumulated distributions will result in an event of
     default.  During any such optional deferral, EPD shall
     suspend distributions to its unitholders.

   * Loss Absorption: Moderate -- the Notes are EPOLP's most
     subordinated form of debt, and are subordinated to all
     existing and future senior unsecured debt, including any
     additional junior subordinated debt or trust preferred
     securities, other than those structured to be pari-passu
     with the Notes. Additionally, the Notes do not cross
     default with other debt, and investors have limited rights
     regarding the ability to accelerate principal.

Moody's notes that if EPOLP issues subordinated debt in the
future, it would re-evaluate the single notch and could
potentially double notch the Notes.

Enterprise Products Operating L.P., headquartered in Houston,
Texas, is the primary operating subsidiary of Enterprise Products
Partners L.P., a publicly-traded midstream energy limited
partnership.  Enterprise's operations include natural gas
gathering, processing, transportation and storage; natural gas
liquids fractionation, transportation and storage; oil pipelines;
offshore production platform services; and petrochemical services.


FAIRFAX FINANCIAL: A.M. Best Says Outlook on Ratings "Stable"
-------------------------------------------------------------
A.M. Best Co. has assigned a senior debt rating of "bbb-" to
Fairfax Financial Holdings Limited's (Toronto, Canada) [NYSE: FFH;
TSX: FFH] forthcoming $464.2 million 7.75% senior unsecured notes
due 2022.

Additionally, A.M. Best has assigned preliminary debt ratings of
"bbb-"senior unsecured, "bb+" subordinated and "bb" preferred
stock to Fairfax's $750 million universal shelf.  The new notes
will be a drawdown under this shelf.

The outlook for all ratings is stable.

The notes will be used to purchase the remaining amount
outstanding of Fairfax's 7.75% senior notes, due 2012, which is
pursuant to the previously announced tender offer to purchase
these existing notes.  The new notes will be callable in 2012,
providing additional flexibility as the existing notes are not
callable prior to their maturity in 2012.  Fairfax's senior debt
ratings were upgraded to "bbb-" on May 4, 2007.

The rating reflects significant holding company cash, which
amounted to $767 million at year-end 2006 and is expected to
remain fairly level over the next several years as annual cash
inflows are expected to evenly cover cash expenses.  Liquidity is
at a level that should allow Fairfax the ability to cover any
unforeseen negativity and freedom from reliance on the capital
markets.  This comfort causes a trade-off in that repayment of
debt and reduction of leverage will be at a slower than
anticipated pace.  Fairfax's financial leverage -- while still
somewhat high -- has declined to more reasonable levels at
December 31, 2006, with debt to capital at 35% (US GAAP) --
excluding the debt of Odyssey Re Holdings Corp. (Stamford, CT),
which is capable of servicing its own debt obligations.

Fairfax will continue to reduce its debt through open market
purchases but has structured its debt maturities such that only
$62 million is required prior to 2012.  Should this tender offer
be fully completed, only $62 million will be required prior to
2017.

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


FREMONT GENERAL: Sells Real Estate Lending Business to iStar Fin'l
------------------------------------------------------------------
Fremont General Corporation, doing business primarily through its
wholly owned industrial bank, Fremont Investment & Loan, has
entered into definitive agreements for the sale of the company's
commercial real estate lending business, the sale of a minority
interest in the company and the appointment of new senior
management.

The agreements call for:

   -- The sale to iStar Financial Inc. of the company's commercial
      real estate lending business and outstanding loan portfolio.
      The company, at closing, will receive cash of approximately
      30% of the net loan portfolio, or $1.9 billion, and a
      participation interest equal to approximately 70% of the net
      loan portfolio, which will bear interest at LIBOR + 150
      basis points, subject to certain conditions.  iStar intends
      to retain the majority of the company's commercial real
      estate related employees, facilities and operations.

   -- A minority investment in the company by an investor group
      led by Gerald J. Ford.  Under the transaction, the Investor
      Group will acquire a combination of approximately
      $80 million in exchangeable non-cumulative preferred stock
      of the Bank and warrants to acquire additional common stock
      of the company.

   -- Mr. Ford will become chairman of the board of the company
      and the bank, and the company and the bank will name two
      affiliated executives to senior positions: Carl B. Webb as
      Chief Executive Officer and J. Randy Staff as Chief
      Financial Officer.  Mr. Webb will also be a director of the
      company and the bank.

"These transactions provide a major turning point for Fremont
General.  The transaction with iStar allows us to exit our
existing commercial real estate lending business while retaining
an earning asset that provides a bridge to the development of new
lending businesses.  The investment led by Mr. Ford will provide
part of the foundation to building these new businesses," said
Louis J. Rampino, CEO of Fremont.

"Mr. Ford intends to build new lending businesses around Fremont's
existing retail deposit business. Our Retail Bank would thus
continue its 70-year history of offering first-class customer
service and competitively priced Certificate of Deposits and
Savings Accounts across its network of California branch offices,"
said Mr. Rampino.  "Fremont's Retail Bank will begin to explore
new products and services that will meet the needs of current
customers as well as appeal to new market segments."

"This transaction does not affect customer accounts and our
customers can continue to visit their local branch office for
their on-going savings needs.  Customer Deposits remain fully
insured by the FDIC up to at least $100,000, and retirement
accounts remain insured separately up to an additional $250,000,"
he added.

"My associates and I are excited about this opportunity and look
forward to returning to the banking business in California," said
Mr. Ford.

The minority investment by the Investor Group includes
exchangeable non-cumulative preferred stock in the Bank that will
be exchangeable into company common stock at a price of $8.44 per
share, subject to certain adjustments.  The Investor Group also
will receive warrants for an additional 7.1 million shares of the
company's common stock.  These warrants have a term of
approximately 15 months and a strike price of $8.44, subject to
certain adjustments.  Subject to stockholder approval, the
Investor Group also will receive warrants to purchase an
additional approximately 4 million shares (under the same terms as
the initial warrants), for a total of 11.1 million shares.  If the
stockholders approve issuance of the additional warrants, the
conversion price of the preferred stock and warrants would
increase to $9.00 per share, subject to certain adjustments.
Assuming the issuance of all the common shares underlying the
preferred stock and the warrants, the Investor Group will hold
approximately 20 percent of the then outstanding common stock of
the company.

The iStar transaction is subject to regulatory clearance and
customary closing conditions and is expected to close by June 30,
2007.  The minority investment is expected to close within 30 days
following receipt of final regulatory approval.

Fremont also confirmed that Ellington Capital Management is the
acquiring party in the company's previously disclosed Letter of
Intent to sell its sub-prime residential real estate business,
which remains in effect.

The company announced on April 25, 2007, that the Audit Committee
and the Board of Directors has engaged Squar, Milner, Peterson,
Miranda & Williamson, LLP, as its independent registered public
accounting firm.  The company said it has filed its applicable SEC
filings related to its residential loan servicing activities with
Squar Milner's attestation on the company's Regulation AB
compliance.

                    About iStar Financial Inc.

N.Y.-based iStar Financial Inc. -- http://www.istarfinancial.com/
-- is a finance company focused on the commercial real estate
industry.  iStar primarily provides investment capital to private
and corporate owners of real estate, including senior and
mezzanine real estate debt, senior and mezzanine corporate
capital, as well as corporate net lease financing and equity.

                       About Gerald J. Ford

Over the past 30 years, Gerald J. Ford has acquired, consolidated
and sold more than 40 financial institutions and financial
services companies, including mortgage lenders and depository
institutions.  Mr. Ford was Chairman and Chief Executive Officer
of Golden State Bancorp Inc. from 1994 through 2002 when the
company was sold to Citigroup for $5.8 billion.  Carl B. Webb
served as President and Chief Operating Officer and J. Randy Staff
served as Executive Vice President and Chief Financial Advisor of
Golden State Bancorp Inc.

                       About Fremont General

Headquartered in Santa Monica, Calif., Fremont General Corporation
(NYSE:FMT) -- http://www.fremontgeneral.com/-- is a financial  
services holding company, which is engaged in real estate lending
operations on a nationwide basis.

                          *     *     *
     
On Feb. 27, 2007, the company received a Proposed Cease and Desist
Order from the Federal Deposit Insurance Corporation.

The FDIC's action prompted Moody's Investors Service to downgrade
the servicer quality rating of Fremont Investment & Loan as a
primary servicer of subprime loans to SQ4+ from SQ3+.  Moody's
also placed the rating on review for possible further downgrade.

Another rating agency, Standard & Poor's Ratings Services, also
lowered its counterparty credit rating on Fremont General to 'B-'
from 'B+'.  Standard & Poor's said that the rating remains on
CreditWatch with negative implications, where it was placed on
March 1, 2007.

Furthermore, Fitch Ratings downgraded Fremont General's Long-Term
Issuer Default Rating to 'CCC' from 'B+'; Short-Term Issuer to 'C'
from 'B'; Long-Term senior debt to 'CC' from 'B'; and Individual
to 'E' from 'D'.

In April 2007, Dominion Bond Rating Service downgraded all the
ratings of Fremont General Corporation and its subsidiaries,
including Fremont's Issuer & Senior Debt rating to CCC (low) from
B (low).  DBRS also downgraded Fremont Investment & Loan to
CCC (high) from B (high).  All ratings remain Under Review with
Negative Implications.


FREMONT HOME: DBRS Junks Rating on $6.2 Million Class SL-B1 Certs.
------------------------------------------------------------------
Dominion Bond Rating Service downgraded four classes of Fremont
Home Loan Trust 2006-B:

   * $6.5 million, Mortgage-Backed Certificates, Series 2006-B,
     Class SL-M8 to B from BB (high)

   * $5.8 million, Mortgage-Backed Certificates, Series 2006-B,
     Class SL-M9 to B (low) from BB (low)

   * $6.2 million, Mortgage-Backed Certificates, Series 2006-B,
     Class SL-B1 to C from B (low)

   * $6.9 million, Mortgage-Backed Certificates, Series 2006-B,
     Class SL-M7 to BBB (low) from A (low); it had been placed
     Under Review with Negative Implications on April 23, 2007.

These classes were downgraded as a result of the increased 90-plus
days' delinquency pipeline relative to the available level of
credit enhancement.

The mortgage loans consist of fixed-rate mortgage loans that are
secured by second liens on residential properties.


FRONTLINE CAPITAL: Wants Exclusive Period Stretched to August 17
----------------------------------------------------------------
Frontline Capital Group asks the U.S. Bankruptcy Court for the
Southern District of New York to extend, until Aug. 17, 2007, the
exclusive period wherein it can file a plan of reorganization.  
The Debtor also asks the Court to set Nov. 16, 2007 as the
deadline to solicit acceptances of that plan.

The Debtor says it needs additional time to file a plan since it
is still expecting results of a study conducted by Ernst & Young
LLP concerning the utilization of the Debtor's net operating
losses.

The Debtor has potential substantial net operating losses that
would be critical to minimizing the potential tax implications on
its estate.  The Debtor says the results of the study will also
bear significantly on any plan it promulgates.

Based in New York City, FrontLine Capital Group is a holding
company that develops and manages companies servicing small and
medium-size enterprises and mobile workforces of larger companies.
The company filed for chapter 11 protection on June 12, 2002
(Bankr. S.D.N.Y. Case No. 02-12909).  John Edward Westerman, Esq.,
Thomas Alan Draghi, Esq., and Mickee M. Hennessy, Esq., at
Westerman Ball Ederer & Miller, LLP, and Sanjay Thapar, Esq., at
Proskauer Rose LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection from
its creditors, it listed $264,374,000 in assets and $781,374,000
in debts.


GATEHOUSE MEDIA: Incurs $5.3 Mil. Net Loss in First Quarter 2007
----------------------------------------------------------------
GateHouse Media Inc. recorded revenues of $95 million, operating
income of $2.1 million, and a net loss of $5.3 million for the
first quarter ended March 31, 2007.   For the first quarter ended
March 31, 2006, the company recorded revenues of $50 million,
operating income of $3.4 million, and a net income of $405,000.

Reported revenues did not include $1.6 million from the company's
directories business in the first quarter due to purchase
accounting requirements.  With this additional $1.6 million of
revenue comparable revenues in the first quarter were
$96.6 million.  In addition, at one of the company's business
units an accounting change was made to record circulation revenues
on a net basis rather than gross. The impact of this was a
reduction to revenue of about $600,000 with no impact on EBITDA.  
On a comparable basis including these two items, first quarter
revenues were $97.2 million.

Finally, the company closed on 5 acquisitions in the first quarter
with total purchase price of about $200 million.  The acquisitions
are expected to be immediately accretive to free cash flow per
share. Since its IPO, GateHouse has invested about $1 billion in
new assets, in 8 separate transactions.

As of March 31, 2007, the company had total assets of
$1.3 billion, total liabilities of $837.1 million, and total
stockholders' equity of $451.2 million.

On May 7, 2007, the company amended its 2007 Credit Facility and
increased its borrowing by $275,000.  This incremental borrowing
has an interest rate of LIBOR + 2.25% or the Alternate Base Rate +
1.25%, depending upon the designation of the borrowing.

As of March 31, 2007, the available amount of debt under our
current agreement was $270 million.  Long-term debt increased
$132 million from Dec. 31, 2006, to March 31, 2007, primarily
resulting from borrowings of $690 million under the 2007 Credit
Facility, partially offset by repayments of $558 million under the
2006 Credit Facility.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1fb7

Michael E. Reed, GateHouse Media's chief executive officer,
commented, "We are very pleased with GateHouse's first quarter
performance both with respect to operations and acquisitions.  
Operationally, we delivered strong results in what was a very
difficult advertising environment for traditional newspaper
companies.  Excluding corporate costs, our company-wide As
Adjusted EBITDA of $19.3 million increased 2% on a same store
sales basis, and EBITDA margins at the publication level increased
by a full percentage point.  This strong performance reflects our
focus on enhancing local media revenues, initiating new product
launches, implementing our online strategy, integrating
acquisitions, maintaining good cost discipline and benefiting from
reduced newsprint pricing.

"We closed on 5 strategic acquisitions in the local media space in
the first quarter.  Our $106.5 million acquisition of SureWest
Yellow Pages, a directories business based in Sacramento, CA,
created a platform for expansion in the high margin yellow page
business.  In addition, we have closed on two large transactions
in the second quarter with total purchase price of approximately
$790 million.

"Overall, GateHouse is performing very well, and we are confident
we will be able to continue to execute on our strategies and
achieve our goal of further increasing free cash flow per share.  
We are highly focused on the smooth integration of our
acquisitions, and I am delighted to report that our efforts in
this area were rewarded by strong performance on the top and
bottom lines.  We remain enthused about the hyper local media
space and optimistic about our prospects for the remainder of
2007."

                      About GateHouse Media

Headquartered in Fairport, New York, GateHouse Media Inc. (NYSE:
GHS) -- http://www.gatehousemedia.com/-- is a publisher of  
locally based print and online media in the U.S.  It currently
owns over 445 community publications, including 7 white and yellow
page directory publications located in 18 states across the
country, and more than 235 related Web sites reaching about 9
million people on a weekly basis.  As of March 31, 2007, Fortress
Investment Group LLC beneficially owned approximately 57.8% of the
company's outstanding common stock.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Moody's placed ratings of GateHouse Media Operating, Inc. under
review for possible downgrade, following the company's
announcement that it has signed a definitive stock and asset
purchase agreement to acquire 9 publications from The Copley
Press, Inc. for a net purchase price, including working capital
adjustments, of $380 million.  The ratings placed under review
include the company's $40 million senior secured first lien
revolving credit facility, due 2014 -- B1; $670 million senior
secured term loan B, due 2014 -- B1; $250 million senior secured
delayed draw term loan, due 2014 -- B1; Corporate Family rating --
B1; and Probability of Default rating -- B2.


GEOKINETICS INC: Completes 4.5MM Shares of Common Stock Offering
----------------------------------------------------------------
Geokinetics Inc. has closed public offering of 4.5 million shares
of its common stock at an offering price of $28 per share on
May 15, 2007.  The company also disclosed that on May 11, 2007,
its common stocks are listed on the American Stock Exchange.

"The company is making progress in its efforts to enhance the
company's growth and profitability well as increase investor
awareness," David A. Johnson, president and ceo of Geokinetics
said.  "The listing of the company's common stock on the American
Stock Exchange represents a major milestone for the company and
furthers its plan to increase stockholder value.  The public
offering is an additional step in its growth strategy to reduce
debt, strengthen the company's balance sheet and position it for
continued growth."
    
Additionally, Geokinetics has named Christopher D. Strong as the
newest member of its board of directors effective May 15, 2007,
bringing the total number of directors to seven.  Mr. Strong, 48,
is currently the president and chief executive officer of Union
Drilling Inc., an operator of land-based drilling rigs based in
Fort Worth, TX, and has served in that capacity since April 2004.
From June 2003 to April 2004, Mr. Strong served as Union
Drilling's president and treasurer.  From May 1999 to June 2003,
he served as the Union Drilling's vice president and chief
financial officer.  Mr. Strong has over 16 years experience in the
oil and natural gas industry.  From 1994 until he joined Union, he
served in various capacities at Hvide Marine, a marine oilfield
service company, most recently as vice president-finance and
treasurer.  From 1990 through 1994, Mr. Strong was treasurer of
Port Everglades, a seaport with one of the non-refinery petroleum
tank farms in the country.

He is a graduate of Vassar College, and received an M.A. from the
University of Pennsylvania and an M.B.A. in finance from the
Wharton School in 1986.  Prior to his graduate studies, Mr. Strong
served as an officer in the US Navy.  Mr. Strong will join the
Audit Committee of Geokinetics' Board of Directors.
    
"The company is pleased to have Chris join the company's board,"
William R. Ziegler, Geokinetics' chairman of the board, commented.
His financial expertise and energy industry experience will bring
additional depth to the company's board as it continues to work to
build stockholder value."
    
                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc. (Amex: GOK) --
http://www.geokineticsinc.com/-- is a global provider of seismic  
acquisition and high-end seismic data processing services to the
oil and gas industry.  Geokinetics has an operating presence in
North America and is focused on key markets internationally.  
Geokinetics operates in some of the most challenging locations in
the world from the Arctic to mountainous jungles to the transition
zone environments.

                          *     *     *

Moody's Investor's Services has placed a 'B3' rating on Geokinetic
Inc.'s long term corporate family rating and probability of
default.

Standard and Poor's rated 'B-' the company's long-term foreign and
local issuer credit.


GSAMP TRUST: Moody's May Lower Low-B Ratings After Review
---------------------------------------------------------
Moody's Investors Service placed the ratings of three tranches
issued by GSAMP Trust Series 2006-FM1 on review for possible
downgrade.

This transaction consists of subprime, fixed- and adjustable-rate
mortgage loans originated by Fremont Investment & Loan.

These ratings are being reviewed based on a higher than
anticipated rate of delinquency in the underlying collateral
compared to current credit enhancement levels.

Complete rating actions are:

   * Issuer: GSAMP Trust Series 2006-FM1

     -- Class B-2, currently Baa3, on review for possible
        downgrade;

     -- Class B-3, currently Ba1, on review for possible
        downgrade;

     -- Class B-4, currently Ba2, on review for possible
        downgrade.


GSV INC: Earns $23,754 in First Quarter Ended March 31
------------------------------------------------------
GSV Inc. reported net income of $23,754 for the first quarter
ended March 31, 2007, compared with a net loss of $105,954 for the
same period a year ago.

Revenues for the quarter increased $156,130, to $150,142 in the
first quarter of 2007, from negative revenues of $5,988 in 2006.
This increase was due to the successful repair of the Louisiana
wells.

General and administrative expenses increased $26,422, or 31%, to
$112,154 in the quarter ended March 31, 2007, from $85,732 in
the quarter ended March 31, 2006, primarily as a result of the  
increase in depletion of the wells in Louisiana.

Interest expense for both the quarter ended March 31, 2007, and
March 31, 2006, was $14,234.

At March 31, 2007, the company's balance sheet showed $2,785,418
in total assets, $999,590 in total liabilities, and $1,785,828 in
total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $252,292 in total current assets available
to pay $799,590 in total current liabilities.

Fill-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?1fca

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 17, 2007,
UHY LLP expressed substantial doubt about GSV Inc.'s ability to
continue as a going concern after auditing the company's financial
statements as of Dec. 31, 2006.  UHY reported that the company
incurred recurring operating losses, and it has negligible working
capital at Dec. 31, 2006.  

The auditing firm added that the company's expected future sources
of revenue will be derived from its investments in oil and gas,
but the attainment of profitability from these investments is not
assured.  The company will be required to obtain financing to fund
drilling and development to recover its investment in geologic
studies and to pay certain debts as it becomes due.  In addition,
the discovery of proved reserves in properties under evaluation is
not assured.

                          About GSV Inc.

Based in Westport, Conn., GSV, Inc. (OTC BB: GSVI) --
http://www.gsv.com/ -- is an oil and gas exploration company.
Through its subsidiary, Century Royalty LLC, the company holds
interests in certain oil and gas properties in Texas and
Louisiana.  The company recently acquired ownership participation
in a number of oil and gas prospects in Texas.


H.L. SUAREZ: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: H.L. Suarez Transport, Inc.
        aka Suarez Transport, Inc.
        P.O. Box 250427
        Ramey Aguadilla, PR 00604

Bankruptcy Case No.: 07-02757

Type of Business: The Debtor provides general freight trucking
                  services.

Chapter 11 Petition Date: May 21, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Winston Vidal-Gambaro, Esq.
                  P.O. Box 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Secretario de Hacienda           state income          $219,205
Centro Gobernamental
50 Calle Nenadich
West Suite 211
Mayaguez, PR 00680-3662

Comp. Comercio Y Exportacion     building rent-        $202,719
P.O. Box 195009                  Ponce
San Juan, PR 00919-5009

Departamento del Trabajo         state                 $101,131
P.O. Box 191020                  unemployment
San Juan, PR 00919-1020

United Capital & Leasing         arrears on rent        $52,093
                                 of equipment

Julio Santos                     complaint              $52,000

Fondo del Seguro del Estado      state insurance        $44,532
Oficina Regional de Aguadilla    fund

Citi Capital P.R.                balance pending        $40,768
                                 and late
                                 charges

United Capital & Leasing         equipment lease        $37,011
                                 arrears

Municipio Aguadilla              municipal patent       $36,594

United Capital & Leasing         equipment lease        $35,161
                                 arrears

Hermanos Torres Perez            diesel                 $22,989

Liberty Finance, Inc.            insurance finance      $22,000
                                 auto package

Banco Popular Auto               volvo rent             $20,274

United Capital & Leasing         equipment lease        $16,618
                                 arrears

First Medical Health             employee medical       $14,168
                                 plan

Western Petroleum                diesel                 $10,000

Atlantic Tire                    tires                   $8,180

Pagan versus Carolina Raceway    complaint               $7,400

Banco Popular                    lift truck              $7,008
                                 lease

Personal Protection              security                $5,600
                                 service


HASCO 2006-WMC1: Moody's May Lower Ba1 Rating After Review
----------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade five certificates issued by HSI Asset Securitization
Corporation Trust 2006-WMC1.

The transaction consists of subprime first-lien (89%) and second
lien (11%) adjustable- and fixed-rate loans.  The loans are
originated by WMC Mortgage Corp.

These ratings are being reviewed based on a higher than
anticipated rate of delinquency in the underlying collateral
current compared to current credit enhancement levels.

Complete rating action is:

   * Issuer: HSI Asset Securitization Trust 2006-WMC1

   * Review for Possible Downgrade:

     -- Class M-6, current rating A3, under review for possible
        downgrade;

     -- Class M-7, current rating Baa1, under review for
        possible downgrade;

     -- Class M-8, current rating Baa2, under review for
        possible downgrade;

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

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


HAYES LEMMERZ: Prices Unit's Tender Offer of 10-1/2% Senior Notes
-----------------------------------------------------------------
Hayes Lemmerz International Inc. has priced the cash tender offer
and consent solicitation for any and all of the outstanding
10-1/2% Senior Notes Due 2010 (CUSIP No. 404216AB9) of its
indirect subsidiary, HLI Operating Company Inc.  

The total consideration for the Notes was calculated as of
2:00 p.m., New York City time, May 21, 2007, by reference to a
fixed spread of 50 basis points above the yield to maturity of the
applicable U.S. Treasury security as described in the Statement,
plus $2.62.  The reference yield for the Notes was 4.72%.

The total consideration per $1,000 principal amount of Notes that
are validly tendered prior to 5:00 p.m., New York City time, on
May 21, 2007, will be $1,057.80.  The total consideration per
$1,000 principal amount of Notes that are validly tendered prior
to the Consent Date includes a cash consent payment of $30.
Holders of Notes will also receive accrued and unpaid interest on
their Notes up to, but not including, the Early Payment Date or
the Final Payment Date, as the case may be.

As of May 21, 2007, HLI has received tenders and consents for
approximately $153,178,000 in aggregate principal amount of the
Notes, representing approximately 97% of the outstanding Notes.
The tender offer and consent solicitation remain open and are
scheduled to expire on the Expiration Date.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including receipt by the
Company upon completion of the Rights Offering of net cash
proceeds sufficient to fund:

   a) the purchase of all Notes validly tendered in the tender
      offer;

   b) the payment of the fees and expenses related to the Rights
      Offering, the tender offer, and the consent solicitation,;
      and

   c) the amendment or refinancing of the company's Amended and
      Restated Credit Agreement dated as of April 11, 2005, and
      related documents.

No assurance can be given that such conditions will be satisfied,
that such new financing will be completed in a timely manner or at
all or that such consent will be obtained.

Deutsche Bank Securities Inc. is the dealer manager for the tender
offer and solicitation agent for the consent solicitation.
Questions regarding the tender offer and consent solicitation
should be directed to Patricia McGowan at (212) 250-7772
(collect).

Requests for documentation, including copies of the Statement and
related Letter of Transmittal, may be directed to Innisfree M&A
Incorporated, the Information Agent, which may be contacted at
(212) 750- 5833 (for banks and brokers only) or toll-free (888)
750-5834 (for all others).

                 About Hayes Lemmerz International

Headquartered in Northville, Michigan, Hayes Lemmerz International
(Nasdaq: HAYZ) -- http://www.hayes-lemmerz.com/-- is a global  
supplier of steel and aluminum automotive and commercial vehicle
highway wheels, as well as aluminum components for brakes,
powertrain, suspension, and other lightweight structural products.  
Worldwide revenues approximate US$2.2 billion.  The company has 33
facilities worldwide including India, Brazil and Germany, among
others.

                          *    *    *

As reported in the Troubled Company Reporter on May 4, 2007,
Moody's Investors Service raised to B3 from Caa1 the corporate
family and probability of default ratings of HLI Operating
Company, Inc., a wholly owned subsidiary of Hayes Lemmerz
International, and changed the rating outlook to stable from
negative.

Moody's also assigned a B2 (LGD3, 33%) to new senior secured bank
facilities to be issued by HLI Operating Company, a B2 (LGD3, 33%)
to a secured term loan and synthetic letter of credit facility to
be issued by HLI Luxembourg S.a.r.l. and a Caa2 (LDG5, 87%) to new
senior unsecured notes also to be issued by HLI Luxembourg.


HESS COMMERCIAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Hess Commercial Printing, Inc.
        703 Wilmington Avenue
        New Castle, PA 16101

Bankruptcy Case No.: 07-23228

Type of Business: The Debtor is a national printing company,
                  specializing in full color and spot color
                  commercial printing, banners and signs at
                  wholesale prices.  
                  See http://www.hessprint.com/

Chapter 11 Petition Date: May 18, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Steven T. Shreve, Esq.
                  546 California Avenue
                  Avalon, PA 15202
                  Tel: (412) 761-6110
                  Fax: (412) 761-9236

Estimated Assets: $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

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


HIGH MOUNTAIN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: High Mountain Inspection Services, Inc.
        P.O. Box 1508
        Mills, WY 82644

Bankruptcy Case No.: 07-20314

Type of Business: The Debtor provides nondestructive testing
                  services, which includes gamma and X-ray
                  radiographic inspections, internal crawler X-ray
                  inspection, magnetic particle, dye penetrant,
                  hardness testing, and ultrasonic testing.

Chapter 11 Petition Date: May 21, 2007

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Stephen R. Winship, Esq.
                  Winship & Winship, P.C.
                  P.O. Box 548
                  Casper, WY 82602
                  Tel: (307) 234-8991
                  Fax: (307) 234-1116

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


HOMEVISIT PRODUCTIONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: HomeVisit Productions, Inc.
        5440 Cherokee Avenue
        Alexandria, VA 22312

Bankruptcy Case No.: 07-11264

Type of Business: Founded by Bryan Vaughan, the Debtor was formed
                  in 1998 to help residential real estate
                  professionals build and maintain a complete
                  marketing presence while providing homebuyers
                  with a searchable database of properties on the
                  market in various metropolitan areas.  Its
                  comprehensive marketing solution for real estate
                  agents includes photography, premium print
                  materials, online visual home tours, graphic
                  design services, web hosting, web development,
                  and hosted applications.  
                  See http://www.homevisit.com/

Chapter 11 Petition Date: May 21, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: D. Marc Sarata, Esq.
                  Leach Travell Britt, P.C.
                  8270 Greensboro Drive, Suite 1050
                  McLean, VA 22102
                  Tel: (703) 584-8905
                  Fax: (703) 584-8901

                        -- and --

                  Stephen E. Leach, Esq.
                  Leach Travell Britt, P.C.
                  8270 Greensboro Drive, Suite 1050
                  McLean, VA 22102
                  Tel: (703) 584-8902
                  Fax: (703) 584-8901

Debtor's financial condition as of May 20, 2007:

Total Assets: $345,976

Total Debts: $1,270,393

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


HSI ASSET: Moody's May Downgrade Low-B Ratings After Review
-----------------------------------------------------------
Moody's Investors Service placed the ratings of four tranches
issued by HSI Asset Securitization Corporation Trust 2006-NC1on
review for possible downgrade.

This transaction consists of subprime, adjustable-rate mortgage
loans originated by New Century.

These ratings are being reviewed based on a higher than
anticipated rate of delinquency in the underlying collateral
current compared to current credit enhancement levels.

Complete rating actions are:

   * Issuer: HSI Asset Securitization Corporation Trust 2006-NC1

     -- Class M-8, currently Baa2, on review for possible
        downgrade;

     -- Class M-9, currently Baa3, on review for possible
        downgrade;

     -- Class M-10, currently Ba1, on review for possible
        downgrade;

     -- Class M-11, currently Ba2, on review for possible
        downgrade.


INSURANCE CORPORATION: A.M. Best Says Financial Strength is Fair
----------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B++
(Good) and upgraded the issuer credit rating to "bbb+" from "bbb"
for American Physicians Assurance Corporation (American
Physicians), the primary subsidiary of American Physicians
Capital, Inc. (APCapital) [NASDAQ: ACAP].

Concurrently, A.M. Best has upgraded the ICR to "bb+" from "bb" of
APCapital.

The outlook for these ratings has been revised to positive from
stable.

A.M. Best has also affirmed the FSRs of B+ (Good) and B- (Fair)
and the ICRs of "bbb-" and "bb-" of APSpecialty Insurance
Corporation and Insurance Corporation of America, respectively.
The outlook for APSpecialty's FSR and ICR is stable, while the
outlook for ICA's FSR and ICR is negative. All companies are
domiciled in East Lansing, MI.

These rating actions follow APCapital's first quarter 2007
earnings announcement and take into consideration American
Physicians' favorable operating performance since 2004 and
American Physicians' excellent risk-adjusted capitalization and
favorable earnings prospects despite the softening market.

The ratings also take into account the financial flexibility
afforded by APCapital, its ready access to the capital markets and
its modest financial leverage (total debt and preferred
stock/total capital), which as of first quarter 2007 is 10%.

At the same time, A.M. Best also considers the effects of
APCapital's share repurchase activities and its demands on
subsidiary capital, which is expected to be neutralized by future
earnings.

The ratings also consider American Physicians' improved business
position as a leading specialty provider of medical liability
coverage within its five core states and the continued benefits to
be gained from management's strict underwriting measures, enhanced
by improved reserve margins.

Offsetting these positive rating factors are the group's poor
historical operating performance prior to 2004 and the inherent
market risks associated with the medical professional liability
sector with regard to price competition, legislative (tort)
reform, loss cost trends and regulatory challenges.

The revised rating outlook acknowledges the continued strong
underwriting performance, driven by management's successful
implementation of strategic underwriting initiatives, favorable
near-term earnings prospects and enhanced capitalization.  
Critical to this outlook is American Physicians' cycle management
capabilities, price discipline and ability to sustain
profitability and risk-adjusted capitalization.

ICA's ratings reflect its run off status, continued adverse loss
reserve development and the negative operating cash flows
generated by the company over the past three years.

APSpecialty's rating affirmations recognize its run off status,
more than adequate capitalization and uncertainty as it pertains
to its ultimate business prospects going forward.

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


INTERACTIVE MOTORSPORTS: Has $3.9 Mil. Equity Deficit at March 31
-----------------------------------------------------------------
Interactive Motorsports & Entertainment Corp. posted a total
stockholders' deficit of $3,943,827, at March 31, 2007, from total
assets of $1,847,028 and total liabilities of $5,790,855.

The company had a net loss of $88,914 for the first quarter ended
March 31, 2007, as compared with a net income of $36,831 for the
first quarter ended March 31, 2006.  

During the three months ended March 31, 2007, had total revenues
of $1,421,156, compared to $1,765,506 for the three months ended
March 31, 2006, a 20% decrease.  The decrease in revenue is
attributed to the difference in purchase price between the Reactor
simulator and the SMS simulator.  

Revenue from company store sales increased by 6%.  On a per store
basis, the company generated an average of $269,773 per store on
the two company store locations in the first three months of 2007,
compared with $220,258 per store on the two store locations
operating in the comparable period in 2006.  Offsetting the
increase in total company store sales in the first three months
ending March 31, 2007 and a 1% increase in revenue share sales was
a 32% decrease sales of simulators as compared to the first three
months ending March 31, 2006.  The company recorded one sales
transaction for 14 Reactor simulators in the three months ending
March 31, 2007, while the company sold 10 SMS simulators in the
three months ending March 31, 2006.

The company recorded its first consecutive quarterly operating
profit during the three months ending March 31, 2007.  Cost of
goods sold for the comparable periods increased by $55,705.

                  Liquidity and Capital Resources

Cash flow from operations increased during the quarter ending
March 31, 2007 as compared to the comparable period in 2006. Cash
used from operations for the three months ending March 31, 2007
decreased by $324,953 to $71,954 as compared to the same three-
month period in 2006.  The cash requirements from the increases in
accounts receivable and inventory were partially offset by the
increase in accounts payable.  Additionally, deposits on simulator
sales decreased due to the recording of one Reactor simulator
sales transaction in the quarter.  Cash flow from all sources was
insufficient to fund the Company during the three months ending
March 31, 2007, and resulted in an $111,701 reduction in the
Company's cash position.  This compares with $200,352 in cash
reduction for all sources for the period ending March 31, 2006.

The company has funded its retained losses through the initial
investment of $650,000 in May 2001, $400,000 of capital
contributed in February 2002, about $2,610,050 received in August
2002 from the sale of Preferred Stock, $700,000 borrowed in March
2003, $604,000 in net proceeds borrowed between February 2004 and
June 2004, $1,257,000 received in the form of deposits for the
placement of race car simulators in revenue share locations, or
for the future purchase by third parties of race car simulators,
and net proceeds of $855,000 borrowed in September of 2006.

The company had $104,622 in cash as of March 31, 2007 compared
with $216,323 at December 31, 2006, a decrease of $111,701.  This
decrease in the company's position of cash during the first three
months of 2007 was due principally to payments to vendors and
general operating expenses.

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

              About Interactive Motorsports

Headquartered in Indianapolis, Indiana, Interactive Motorsports &
Entertainment Corp. (OTCBB: IMTS) through its wholly owned
subsidiary, Perfect Line Inc., engages in the ownership and
operation of NASCAR Silicon Motor Speedway racing centers in the
U.S.  It operates three NASCAR Silicon Motor Speedway stores that
offer NASCAR-branded entertainment products.  The company also has
revenue share agreements with third parties allowing them to use
its NASCAR racing simulators and software, as well as sells and
leases simulators and licenses software to third parties.  It owns
and operates revenue share racing centers in malls, family
entertainment centers, amusement parks, casinos, and auto malls.


INTERACTIVE SYSTEMS: Posts $695,000 Net Loss in Qtr Ended March 31
------------------------------------------------------------------
Interactive Systems Worldwide Inc. reported a net loss of $695,000
for the second quarter ended March 31, 2007, compared with a net
loss of $1,250,000 for the same period last year.

Revenues for the quarter ended March 31, 2007 were $69,000, as
compared with $34,000 during the same period in the prior year.

The decrease in net loss is primarily due to the company's cost
reduction initiatives.

At March 31, 2007, the company's balance sheet showed $1,531,000
in total assets, $942,000 in total liabilities, and $589,000 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?1fbc

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 15, 2007,
Eisner LLP, in New York, expressed substantial doubt about
Interactive Systems Worldwide Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended Sept. 30, 2006, and 2005.  The
auditor pointed to the company's net losses, cash outflow, and
need for additional financing to meet its forecasted cash
requirements during fiscal 2007.

                    About Interactive Systems

Interactive Systems Worldwide Inc. (Nasdaq: ISWI) designs,
develops, and patents a proprietary software system, the
SportXction System, which enables play-by-play wagering during the
course of live sporting events.  ISWI, through its wholly owned
subsidiary Global Interactive Gaming, operates the SportXction(R)
System in the U.K., in conjunction with established media and
traditional wagering partners.  The system can accept wagers from
the Internet, handheld wireless devices, interactive televisions,
and standalone kiosks.  The system can be used for any live
broadcast event worldwide.


INVERNESS MEDICAL: Forms Consumer Products Joint Venture with P&G
-----------------------------------------------------------------
Inverness Medical Innovations Inc. and The Procter & Gamble
Company completed their deal to form a 50/50 joint venture for
the development, manufacturing, marketing and sale of existing
and to-be-developed consumer diagnostic products, outside the
cardiology, diabetes and oral care fields.  At the closing
Inverness contributed its related consumer diagnostic assets,
other than its manufacturing and core intellectual property
assets, to the joint venture, and P&G acquired its interest in the
joint venture for a cash payment of approximately $325 Million US.

The new company, SPD Swiss Precision Diagnostics GmbH, will be
headquartered out of Geneva, Switzerland and focus on the
development, manufacture and marketing of rapid at-home diagnostic
products.  SPD will be the world's leading provider of home
pregnancy tests and fertility/ovulation monitoring products, with
brands like Clearblue(R), PERSONA(R), Accu-Clear(R), Fact Plus(R)
and Clearplan(R).

"We are enthusiastic about the potential of the new company,"
Hilde Eylenbosch, Chief Executive Officer of SPD, who has joined
the new management team from Inverness, said.  "As we have
progressed in our work to close, we have already started to see
synergies that will allow us to become an increasingly important
player in the growing self-care market."

"This is a compelling strategic transaction and an excellent
opportunity for P&G, Inverness and our business partners,"
Riccardo Guitart, Chief Financial Officer of SPD, who has joined
the new management team from P&G, said.  "Together we are strongly
committed to growing this business so that consumers have access
to efficient & accurate at home diagnostics."

All parties have been working diligently over the last few months
to complete the joint venture following the agreement reached on
Dec. 27, 2006.  SPD Swiss Precision Diagnostics GmbH, which has a
total of over 160 employees, will have its head office in Geneva,
as well as a site in Bedford, in the United Kingdom.

Professional diagnostics will continue to be managed exclusively
by Inverness Medical Innovations, Inc.

Inverness was represented in the transaction by Goodwin Procter
LLP, while Covington & Burling LLP represented The Procter &
Gamble Company.

                      About Procter & Gamble

The Procter & Gamble Co. (NYSE:PG) -- http://www.pg.com/--  
manufactures and markets a range of consumer products in various
countries throughout the world.  The company has portfolios of
trusted, quality, leadership brands, including Pampers(R),
Tide(R), Ariel(R), Always(R), Whisper(R), Pantene(R), Mach3(R),
Bounty(R), Dawn(R), Pringles(R), Folgers(R), Charmin(R), Downy(R),
Lenor(R), Iams(R), Crest(R), Oral-B(R), Actonel(R), Duracell(R),
Olay(R), Head & Shoulders(R), Wella(R), Gillette(R), and Braun(R).  
The P&G community consists of more than 135,000 employees working
in over 80 countries worldwide.

                     About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations,
Inc. (AMEX:IMA) -- http://www.invernessmedical.com/-- develops,  
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                          *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Moody's Investors Service placed the ratings of Inverness Medical
Innovations, Inc. on review for possible downgrade following the
announcement that Inverness has entered into a merger agreement
with Biosite Incorporated for $90 a share for the remaining 95.3%
of Biosite it does not currently own.

These ratings were placed on review for possible downgrade: B2
Corporate Family rating; B2 Probability of Default rating; and
Caa1 rating on $150 million senior subordinated notes due 2012
(LGD5/82%).


INVERNESS MEDICAL: S&P Holds Neg. Watch, to Clarify Biosite Deal
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
and subordinated ratings on Inverness Medical Innovations Inc.
remain on CreditWatch with negative implications, where they were
placed April 10, 2007 after the company launched a bid for Biosite
Inc.

At the same time, Standard & Poor's assigned its 'B-' subordinated
debt rating to Inverness's $150 million 3% convertible senior
subordinated notes due 2016, privately placed in reliance on Rule
506.  The rating on these notes is also placed on CreditWatch
negative. Inverness is required to register these notes within 90
days.

"Although Inverness already owned about 5% of shares outstanding,
Biosite had agreed to be purchased by Beckman Coulter Inc.
(BBB/Negative/--) for $85 a share," explained Standard & Poor's
credit analyst David Lugg.  "After a round of bids and counter
bids, Inverness won with a $92.50 a share offer."
     
Biosite, the leading provider of a test for detecting heart
failure, complements Inverness, which has its own cardiovascular
tests.  Still, the aggregate purchase price is about $1.5 billion,
well beyond the company's internal resources.  If the acquisition
were to be solely financed with debt, leverage measures would be
exceptionally weak, with debt to EBITDA increasing to more than
10x and funds from operations to debt declining to less than 5%.  
However, Inverness has repeatedly demonstrated a willingness and
ability to use equity financing to reduce leverage.

In addition, on May 18, 2007, Inverness formed a 50/50 joint
venture with consumer products giant Procter & Gamble
(AA-/Stable/A-1+) for the development and marketing of consumer
diagnostic tests.  Inverness contributed most of its related
consumer diagnostic assets while P&G invested $325 million
cash.  It is unclear how this new arrangement will affect cash
flow.

Standard & Poor's will meet with Inverness management to obtain a
clearer picture of the expected financial posture before resolving
the CreditWatch.


JOAN FABRICS: Court OKs Proposed Bid Procedures for Sale of Assets
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Joan
Fabrics Corporation authority to sell its fabric manufacturing
assets at a June 26, 2007 auction, Bill Rochelle of Bloomberg
News reports.  

The company sought the Court's permission on the sale after
receiving eight "non-binding preliminary indications of interest."

Period for submission of bids ends today, May 23, 2007.

The Court is set to consider approval of the results of the sale
on June 28, 2007.

Mr. Rochelle relates that the Debtor proposes to use portion of
the net proceeds from the sale to pay bonuses to its key
employees.  Hearing on the matter, the source says, is set for
June 7, 2007.

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
company has a manufacturing facility in North Carolina and an
affiliate entity in Mexico.

The Debtor and its affiliate, Madison Avenue Designs LLC, filed
for Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case
Nos. 07-10479 and 07-10480).  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $1 million to $100 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Aug. 8, 2007.


KKR FINANCIAL: S&P Puts Low-B Ratings on Two Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to KKR Financial CLO 2007-1 Ltd./KKR Financial CLO 2007-1
Corp.'s $2,904.75 million floating-rate notes due 2021.
     
The preliminary ratings are based on information as of May 21,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's;

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.

   
                   Preliminary Ratings Assigned
    KKR Financial CLO 2007-1 Ltd./KKR Financial CLO 2007-1 Corp.
   
           Class                  Rating        Amount
           -----                  ------        ------
             A                     AAA      $1,849,000,000
             B                     AA         $220,250,000
             C                     A          $299,250,000
             D                     BBB-       $340,500,000
             E                     BB-        $134,000,000
             F                     B-          $61,750,000
             G                     NR          $62,500,000
             H                     NR          $62,500,000
             Subordinated notes    NR         $500,000,000
   

                              *NR-Not rated.


LJP & SONS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: L.J.P. & Sons Distributors, Inc.
        dba Badia Spices of New York
        18 Sargent Place
        Mount Vernon, NY 10553

Bankruptcy Case No.: 07-22475

Type of Business: The Debtor owns and operate wholesale groceries.

Chapter 11 Petition Date: May 21, 2007

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: J. Ted Donovan, Esq.
                  Finkel Goldstein Rosenbloom Nash
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836

                        -- and --

                  Kevin J. Nash
                  Finkel Goldstein Rosenbloom Nash
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836

Total Assets: $3,313,569

Total Debts:  $3,908,045

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Badia Spices, Inc.               trade debt          $1,211,322
1400 Northwest 93rd Avenue
Miami, FL 33172

Bauducco Foods, Inc.             trade debt            $178,486
c/o Miguel A. Serrano, Esq.
1700 Pennsylvania Avenue,
Northwest-Suite 400
Washington, DC 20006

S.W.B. New England, Inc.                                $68,033
35 Turnpike Street
West Brudgewater, MA 02379

Vigo Importing Co., Inc.                                $53,358

Ryder Truck Rental                                      $43,869

Tone's                                                  $26,199

Tile World Corp.                                        $13,445

World Finer Foods                                       $11,743

A. Lassonde, Inc.                                        $9,300

P.V.S. Consultants                                       $8,841

Arrow Art Finishers,                                     $7,391
L.L.C.

Verizon Wireless                                         $4,700

Trion Industries                                         $4,479

Fimex, Inc.                                              $3,520

Synergy Solutions, L.L.C.                                $3,000

American Express                                         $2,952

Icco Cheese Comp.                trade debt              $2,796

Tower Paper Co.                                          $2,673

G.E. Capital                     trade debt              $2,300

Danka                            trade debt              $2,120


LIN TV: Strategic Alternatives Cue S&P's Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on LIN TV
Corp., including the 'B+' corporate credit rating, on CreditWatch
with negative implications.  The CreditWatch placement follows the
company's announcement that it is exploring strategic
alternatives, including a possible sale of the company.  
Providence, Rhode Island-based LIN TV is a TV broadcaster that
operates 29 stations servicing 9% of U.S. TV households.  The
company had total debt of approximately $878 million as of
March 31, 2007.
     
LIN TV's financial performance has recently improved, aided by
strong political advertising revenues in the 2006 elections.  The
improved profitability and the recent sale of its Puerto Rico
operations enabled the company to reduce its debt burden and lower
its leverage.
      
"The CreditWatch listing reflects our concern that a sale of the
company, if pursued, could releverage the balance sheet," said
Standard & Poor's credit analyst Deborah Kinzer, "and cause a
deterioration in LIN TV's financial risk profile."


M. FABRIKANT: Judge Bernstein Defers Plan-Filing Period to July 16
------------------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York extended M. Fabrikant & Sons,
Inc. and its debtor-affiliates' exclusive periods:

   a) to file its reorganization plan until July 16, 2007, and
   b) to solicit votes of that plan until Sep. 15, 2007.

The Debtors explained that further extension of the exclusive
period is warranted because of the size and complexity of their
operations, and that they are still developing a strategy to serve
as the basis for a plan of reorganization.

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The      
company and its affiliates, Fabrikant-Leer International, Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 & 06-12739).  Mitchel H. Perkiel, Esq., at
Troutman Sanders LLP, represent the Debtors.  Alan D. Halper,
Esq., at Halperin Battaglia Raicht LLP, and Christopher J. Caruso,
Esq., at Moses & Singer, LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


MACKINAW POWER: Fitch Expects to Rate Term Loan at BB-
------------------------------------------------------
Fitch expects to assign a rating of 'BBB-' to Mackinaw Power,
LLC's proposed issuance of US$296 million senior secured bonds,
and a rating of 'BB-' to Mackinaw Power Holdings, LLC's proposed
US$145 million senior secured Term Loan.  

Together, with an equity contribution of US$180 million, the debt
proceeds will be used to finance the acquisition of five
contracted natural gas-fired generating assets (Project Companies)
from Progress Ventures Inc. and Progress Genco Ventures, LLC,
subsidiaries of Progress Energy, Inc.  Mackinaw is an indirect
wholly-owned subsidiary of MPH.  MPH is an indirect wholly-owned
subsidiary of ArcLight Energy Partners Fund III, L.P.

The Project Companies are all located in Georgia and consist of
one combined-cycle facility with a capacity of 500 megawatts and
four peaking facilities with a combined capacity of 1,370 MW.  The
Project Companies will sell energy and capacity under long-term
fixed-price power purchase agreements with Constellation Energy
Commodities Group, Inc., guaranteed by Constellation Energy and
Georgia Power Company.  One hundred percent of the total Project
Companies' nominal capacity is contracted through December 2015,
and 57% is contracted through May 2024.  The PPAs are structured
as tolling agreements.  The off-takers have full dispatch rights
over the contracted capacity and are responsible for providing the
required fuel.  The Project Companies receive fixed capacity
payments, variable energy payments based on energy delivered and
start payments based on number of starts.  Operating and
maintenance and asset management services will be provided by
Consolidated Asset Management Services, a joint venture between an
ArcLight affiliate and Sutton Ventures Group, under O&M agreements
with the Project Companies.

Mackinaw's only source of income will be cash flows from the
Project Companies, which will be used to make principal payments
twice per year and quarterly interest payments on the Senior
Bonds.  Excess cash flow, if any, will be distributed to MPH to
the extent necessary to make quarterly Term Loan interest
payments.  Remaining cash flow at MPH will be used for annual Term
Loan principal repayments through a 50% excess cash flow sweep.  
No project debt exists at any of the Project Companies.

Fitch has evaluated the credit quality of the Senior Bonds and
Term Loan on a stand-alone basis, independent of the Sponsor's
credit quality.  The assigned ratings reflect our assessment of
the ability to provide full and timely payment of the debt service
obligations solely from operating cash flows.  Debt service
obligations for the Senior Bonds include scheduled interest and
principal payments; debt service obligations for the Term Loan
require only quarterly interest payments.  The rating of the
Senior Bonds is based on PPA contracted cash flows, independent of
merchant cash flows that may occur after certain PPAs expire in
2015.  The Term Loan rating is based on consolidated debt service
coverage for the Senior Bonds and the Term Loan, due to the
structural subordination of the Term Loan. The Term Loan rating
also considers the incremental risks associated with refinancing
the Term Loan, which Fitch views to be consistent with the
respective rating category.

Mackinaw's portfolio asset diversification greatly reduces
operating risk relative to single asset projects.  The Project
Companies include eleven generating units at four locations, the
largest of which contributes approximately 27% of total contracted
cash flow available for debt service through 2023.  The assets are
fully constructed and operating, with an average age of
approximately five years, and exhibit a strong historical
operating record.  A subsidiary of CAMS, the joint venture that
will operate and maintain the assets, will employ largely the same
personnel who are currently providing O&M services at each of the
Project Companies.

The Senior Bonds yield a minimum debt service coverage ratio of
1.40 times and an average DSCR of 1.45x in the base case, based
solely on PPA contracted cash flows.  Base case Senior Bond DSCRs
are level at 1.47x through 2015, when all Project Companies are
under contract and no merchant cash flows are projected.  For the
remainder of the Senior Bond term, DSCRs are level at 1.40x based
solely on contracted cash flows.  The base case minimum DSCR on a
consolidated basis is 1.10x and average DSCR is 1.16x using only
contracted cash flows through 2015.

Fitch evaluated the financial impact of several stress case
scenarios, and places the most significance on the results of a
combined stress case indicative of limited duration conditions, as
opposed to persistent and recurring conditions.  Based on
discussions with the Independent Engineer, the maximum expected
capacity degradation between overhauls might reach two percent
across the entire asset portfolio, with an associated heat rate
increase of one percent.  Fitch's combined stress case imposes in
all years a two percent capacity decrease, a one percent heat rate
increase, and a five percent O&M cost increase to reflect
generally increased expenses for all facilities.  Combined stress
case minimum DSCR for the Senior Bonds is 1.29x for contracted
cash flows, with an average of 1.35x, and minimum DSCR on a
consolidated basis is 1.03x and average is 1.08x.

To evaluate Term Loan refinancing risk, Fitch assumed the
refinancing could require a fully amortizing structure through
expiry of the PPAs.  Based on various amounts of Term Loan
principal to be refinanced and interest rate and merchant market
pricing stresses, Fitch determined a refinanced Term Loan could be
repaid with DSCRs consistent with the rating category.  Discounted
cash flow valuations also suggest a high likelihood that the Term
Loan can be refinanced.  However, Term Loan refinancing is highly
dependent on the ability of the Project Companies to either sell
output into the merchant market or recontract after 2015, and
Fitch is relying on the Market Consultant's projections for
merchant market power prices and Project Company capacity factors.

                    Primary Credit Strengths

Long-Term Tolling Agreements: Mackinaw is expected to fulfill its
debt service obligations regardless of facility dispatch, market
energy prices or fuel prices.  Long-term tolling agreements
greatly reduce fuel price, volumetric and market price risks.
Capacity payments alone are adequate to cover Mackinaw's fixed
costs and debt service obligations.  Both Constellation and
Georgia Power are investment grade tolling counterparties, whose
contractual performance is secured by corporate guarantees and
letters of credit in event of credit deterioration.

Low Technology and Operating Risk: Mackinaw's portfolio of
generating assets utilizes proven technology with an established
pattern of reliable performance.  The portfolio includes both
simple- and combined-cycle formats utilizing proven design
combustion turbines from several manufacturers.  The Project
Company facilities have been in service for less than five years
on average, and have exhibited strong historical operating
performance.  O&M services will be performed by CAMS with an
experienced O&M services organization under O&M contracts,
employing largely the same personnel currently working at the
Project Companies.

                     Primary Credit Concerns

Uncertain Merchant Market Conditions:  Term Loan refinancing is
highly dependent on the ability to sell output into the merchant
market after 2015.  Contracted cash flows are expected to meet
Senior Bond debt service obligations through 2023, but excess cash
flows available to service refinanced Term Loan debt will depend
on significant merchant market revenues.  There is considerable
uncertainty regarding merchant market forecasts, and some
probability exists that merchant market cash flows may be
significantly lower than projected.

Accelerated Major Maintenance: If dispatch factors are
significantly higher than projected, major maintenance cycles may
be shortened and certain overhauls may occur earlier than
scheduled.  A reserve will be funded based on two years of
forward-looking major maintenance requirements, but there is no
certainty that cash flows adequate to fully fund the reserve will
exist.  Favorably, high dispatch necessitating accelerated major
maintenance is likely to occur if merchant market conditions are
stronger than forecast, mitigating the likelihood of insufficient
cash flow.


MACKINAW POWER: Moody's Rates $145 Million Sr. Sec Loan at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to the $296
million senior secured bonds due 2023, to be issued by Mackinaw
Power, LLC and a Ba2 rating to the $145 million senior secured
term loan due 2015, to be issued by Mackinaw Power Holdings, LLC.  

Proceeds from the transaction, together with sponsor equity, will
be used to acquire a portfolio of five power projects from
Progress Ventures, Inc., a subsidiary of Progress Energy, pay
related transaction costs and acquire $20 million of working
capital and inventory.  Mackinaw Power is a special purpose entity
formed by ArcLight Energy Partners Fund III, L.P. to acquire the
five power projects located in Georgia.  Holdings is a holding
company above Mackinaw Power.  The portfolio consists of one
combined cycle unit (500MWs) and four peaking units (1,370MWs)
totaling 1,870 MW.  The ratings outlook is stable.

The Baa3 senior secured rating for Mackinaw Power considers these
strengths:

   (1) Highly predictable, stable cash flows are generated by
       the long-term fixed price tolling agreements with
       investment grade counterparties;

   (2) The contracted cash flows alone are capable of meeting
       the required debt service resulting in 1.45x average and
       1.40x minimum debt service coverage ratios through the
       term of the bonds;

   (3) There is some diversification as operating risks are
       spread out over five plants consisting of 11 separate
       units;

   (4) Good historical operational performance is supported by
       tested and commercially proven technology;

   (5) A six month debt service reserve provided by a letter of
       credit;

   (6) Merchant and recontracted cash flows will provide
       incremental support to contracted cash flows after 2015;

   (7) There is no underlying project level debt and Mackinaw  
       Power's bonds have a secured interest in the projects     
       assets; and

   (8) The projects' management and operating teams are very
       experienced and highly qualified.

The rating also reflects these areas of credit concern:

   (1) After 2015, two significant assets are no longer under
       tolling agreements, reducing the level of contracted cash   
       flows by approximately 50% and exposing the project to
       merchant risk;

   (2) These same two facilities can be released from the
       collateral package after the expiration of their tolling
       agreements, with no concomitant reduction in debt;

   (3) Refinancing risk exists under the base case for the term
       loan;

   (4) There is normal operating risk associated with power
       project assets, although this is minimized by the
       preventive maintenance program in place and the fact that      
       they are gas-fired peakers; and

   (5) The Baa3 rating also reflects counterparty concentration
       as only two counterparties account for 100% of contracted
       cash flows.

Mackinaw Power's bonds will be secured by a first priority senior
lien in all of Mackinaw Power's tangible and intangible assets,
100% of the membership interests in the company and the debt
service reserve account.  Holdings' term loan will be secured by a
pledge of equity ownership in Holdings.

The notching of the term loan at Holdings to Ba2 considers its
structural subordination to Mackinaw Power's bonds and the
refinancing risk associated with the term loan.  The holding
company creditors will have no recourse to the assets of the
projects as long as the Mackinaw Power bonds are outstanding.
Holdings' creditors only have a security interest in the stock of
the holding company and Holdings' term loan will be serviced by
Mackinaw Power's residual cash flows.  Distributions from Mackinaw
Power to Holdings are subject to various tests, including a
limitation on dividends if the DSCR at Mackinaw Power falls below
1.15x over a forward and backward looking 12-month period for the
payment of Holdings quarterly interest expense and 1.20x for
remaining distributions on an annual basis.  Further, there will
be ring fencing provisions between Mackinaw Power and Holdings,
providing additional protection for the bonds.

Moody's also considered structural features in the Holdings' term
loan agreement, including:

   (a) a cash sweep of 50% of available cash flow to Holdings
       (after debt service on the bonds at the Mackinaw Power
       level);

   (b) Holdings' own six-month debt service reserve covering
       scheduled debt service that is supported by a letter of
       credit; and

   (c) standard loan covenants.

Liquidity is provided by a $365 million 5-year revolving credit
facility at the Mackinaw Power level that will rank pari passu
with the bonds.  The facility will support up to $309 million of
specific collateral requirements included in the tolling
agreements, up to a $26 million six-month debt service reserve for
Mackinaw Power's bonds and up to $30 million in working capital
needs.

The stable outlook reflects the expectation that the portfolio of
projects will generate relatively stable and predictable cash
flows, as the cash flows are derived from long term contracts with
investment grade counterparties.  The outlook also assumes the
near term stability in the credit quality of the project offtakers
and anticipates that the projects will continue to be operated in
a manner that allows them to perform as expected.

The ratings could be upgraded if wholesale markets in the
Southeast recover as expected and the project engages in
opportunistic sales to its advantage or if the contracts that
expire in 2015 are extended or replaced on favorable terms that
eliminate or mitigate the merchant exposure post 2015, leading to
a significant improvement in the cash flows and financial metrics
against base case projections.

Negative trends that could lead Moody's to consider a downgrade
would include credit deterioration by one or both of the tolling
counterparties, substantial operating performance difficulties
that result in a meaningful loss of cash flow available for debt
service, poor market conditions in combination with
disadvantageous contract extensions after 2015, and financial
performance that is consistently below expectations.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction, and final
debt sizing consistent with initially projected credit metrics.

Mackinaw Power, LLC is a special purpose entity formed by ArcLight
Energy Partners Fund III, L.P. to acquire the five power projects
located in Georgia.  Mackinaw Power Holdings, LLC is a holding
company above Mackinaw Power.  The portfolio consists of one
combined cycle unit (500MWs) and four peaking units (1,370MWs)
totaling 1,870 MW.


MACKINAW POWER: S&P Rates $145 Million Senior Secured Loan at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
rating to Mackinaw Power LLC's $296 million senior secured bonds
maturing 2023.
     
At the same time, Standard & Poor's assigned its preliminary 'BB-'
rating to Mackinaw Power Holdings LLC's $145 million senior
secured term loan due 2015.
     
The recovery rating on the term loan is '2', indicating the
expectation for substantial (70%-90%) recovery of principal if a
payment default occurs.  The preliminary rating is subject to
review of final documentation.  The outlook is stable.
     
Proceeds from the issue will be used to purchase five contracted
natural gas-fired generation assets from Progress Ventures Inc.
and Progress Genco Ventures LLC, subsidiaries of Progress Energy
Inc.
      
"During the contracted period, predictable cash flow from the
projects supports a stable outlook for Mackinaw Power," said
Standard & Poor's credit analyst Aneesh Prabhu.
     
Mackinaw Power is a special purpose, bankruptcy remote operating
company formed to own and operate the units.  Mackinaw Power is
100% indirectly owned by Mackinaw Power Holdings LLC, which is
100% indirectly owned by ArcLight Energy Partners Fund III L.P., a
$2.1 billion fund that is one of three private equity funds
managed by ArcLight Capital Partners LLC.
     
The preliminary rating assumes that Mackinaw Power meets Standard
& Poor's criteria for special purpose entities, including the
provision of an independent director and a non-consolidation
opinion.


MASTR ASSET: Moody's May Downgrade Ba1 Rating After Review
----------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
four classes of certificates issued by MASTR Asset Backed
Securities Trust 2006-WMC2.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The transaction is backed by first
(89%) and second-lien (11%) fixed (20%) and adjustable-rate (80%)
subprime mortgage loans. T he loans are originated by WMC Mortgage
Corp.

These ratings are being reviewed based on a higher than
anticipated rate of delinquency in the underlying collateral
current compared to current credit enhancement levels.

The complete rating actions are:

   * Issuer: MASTR Asset Backed Securities Trust 2006-WMC2

   * Review for Possible Downgrade:

     -- Class M-7, current rating Baa1, under review for  
        possible downgrade;

     -- Class M-8, current rating Baa2, under review for
        possible downgrade;

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

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


MASTR ASSET: Moody's May Lower Low-B Ratings After Review
---------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
three classes of certificates issued by MASTR Asset Backed
Securities Trust 2006-HE2.  

The transaction is backed by first (96%) and second-lien (4%)
fixed (18%) and adjustable-rate (82%) subprime mortgage loans.  
The securitization is backed by New Century Mortgage Corporation,
People's Choice Home Loan, Mandalay Mortgage, First Street
Financial, Inc., Fremont Investment & Loan, American Lending
Group, Option One Mortgage Corporation and various other
originators.

These ratings are being reviewed based on the higher than expected
rate of delinquency in the underlying collateral current comparing
to current credit enhancement level.

The complete rating actions are:

   * Issuer: MASTR Asset Backed Securities Trust 2006-HE2

   * Review for Possible Downgrade:

     -- 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.


MERCHANTS INSURANCE: A.M. Best Lowers Financial Strength Rating
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B+
(Good) from A- (Excellent) and issuer credit rating to "bbb-" from
"a-" of Merchants Insurance Company of New Hampshire, Inc.

The FSR and ICR have been removed from under review with negative
implications and assigned a stable outlook.

These rating actions are to correspond with Merchants New
Hampshire's newly formed group, American European Insurance Group.

A.M. Best has also assigned an FSR of B+ (Good) and an ICR of
"bbb-" to American European Insurance Group.  The outlook assigned
to these ratings is stable.

Additionally, A.M. Best has affirmed the FSR of B- (Fair) and
assigned ICRs of "bb-" to Rutgers Casualty Insurance Group and its
member, Rutgers Casualty Insurance Company.

The outlook for the FSR has been revised to stable from negative,
while the outlook assigned to the ICRs is stable.

Rutgers Casualty Insurance Company is a wholly-owned subsidiary of
Merchants New Hampshire.

All companies are headquartered in Cherry Hill, New Jersey.

The downgrade of Merchants New Hampshire's ratings is based on
significant execution risk in the management and integration of
Merchants New Hampshire on a going forward basis following its
March 30, 2007 purchase by American European Group, Inc.  
Merchants New Hampshire will likely be challenged to maintain its
premium volume going forward, as the company sold the renewal
rights of its in-force policies to a former affiliate, Merchants
Mutual Insurance Company, which could terminate its pooling
agreement with Merchants New Hampshire as early as December 31,
2009.  Furthermore, Merchants New Hampshire maintains a high
underwriting expense ratio, primarily due to an above average
commission structure, overhead costs and a reduction in premiums
due to a lower pooling percentage.

Finally, although underwriting results have improved in recent
years, Merchants New Hampshire's long-term underwriting results
have been unfavorable due to increased loss severity trends, the
use of scheduled credits, localized weather patterns given its
heavy northeast orientation and a high expense ratio.

Offsetting these rating factors are Merchants New Hampshire's
moderate underwriting leverage, conservative investment risk
profile and improving underwriting results in recent years.  The
underwriting results have recently benefited from favorable loss
reserve development, various underwriting actions implemented to
improve profitability and lower than normal storm activity.
Furthermore, the ratings acknowledge Merchants New Hampshire's
pooling, underwriting and claims servicing agreements with
Merchants Mutual Insurance Company, which should continue until at
least 2009.

The FSR has been downgraded to B+ (Good) from A- (Excellent) and
the ICR has been downgraded to "bbb-" from "a-" for Merchants
Insurance Company of New Hampshire, Inc.

An FSR of B+ (Good) and an ICR of "bbb-" have been assigned to
American European Insurance Group.

The FSR of B- (Fair) has been affirmed and the ICRs of "bb-" have
been assigned to Rutgers Casualty Insurance Group and its member,
Rutgers Casualty Insurance Company.

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


MERRILL LYNCH: S&P Lifts Rating on Class F Certificates to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Merrill Lynch Mortgage Investors Inc.'s series 1998-C3.  
Concurrently, S&P affirmed our ratings on three other classes from
the same series.
     
The raised and affirmed ratings reflect increased credit
enhancement levels due to loan payoffs.  The increase in credit
enhancement provides adequate support through various stress
scenarios.
     
As of the May 16, 2007, remittance report, the collateral pool
consisted of 92 loans with an aggregate trust balance of
$388.2 million, down from 139 loans with a balance of
$638.4 million at issuance.  The master servicer, Wachovia Bank
N.A., reported primarily full-year 2006 financial information for
96% of the pool, which excludes $72.1 million (19%) of the pool
secured by defeased collateral. Based on this information,
Standard & Poor's calculated a weighted average debt service
coverage (DSC) of 1.54x.  All of the loans in the pool are
current, and there are no loans with the special servicer.  To
date, the trust has experienced eight losses totaling
$19.6 million (3% of the pool).
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $155.6 million (40%) and a weighted average
DSC of 1.57x, up significantly from 1.44x at issuance.  The
current weighted average DSC includes several year-end 2005 and
interim 2006 figures. Despite the overall strong performance of
the top 10 loans, three of the loans are on the watchlist because
of various occupancy issues and associated declines in DSC as
discussed below.  Per inspection reports received from Wachovia,
one property was characterized as "excellent," one was
characterized as "fair," and the remaining collateral was
characterized as "good."
     
Wachovia reported a watchlist of 18 loans with an aggregate
outstanding balance of $82.2 million (21%).  Independence Green
Apartments, a 981-unit multifamily property in Farmington Hill,
Michigan, secures the second-largest loan ($31.1 million, 8%).  
The loan was placed on the watchlist due to low DSC.  As of
Dec. 31, 2006, the occupancy was 91% and DSC was 0.79x.
     
The Ramada Inn Airport, a 292-room full-service hotel in
Essington, Pennsylvania, secures the seventh-largest loan
($8.9 million, 2%).  This loan was returned from the special
servicer on Jan. 19, 2006.  The loan is on the watchlist due to a
low DSC attributable to low occupancy.  As of Sept. 30, 2006,
average daily occupancy was 62% and year-to-date DSC was 0.12x.  
At issuance, the underwritten DSC was 1.67x.
     
The Holcomb Woods Shopping Center, a 101,868-sq.-ft. retail
property in Roswell, Georgia, secures the 10th-largest loan
($6.9 million, 1.8%).  This loan is on the watchlist due to a low
DSC attributable to low occupancy.  As of Dec. 15, 2005, occupancy
was 65% and DSC was 0.68x.  
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.
    

                          Ratings Raised
   
                Merrill Lynch Mortgage Investors Inc.
         Mortgage pass-through certificates series 1998-C3

                      Rating
                      ------
          Class  To          From      Credit enhancement
          -----  --          ----       ----------------
            D    AA          A-             16.34%
            E    A+          BBB+           14.22%
            F    BB          BB-             5.23%


                         Ratings Affirmed
  
              Merrill Lynch Mortgage Investors Inc.
        Mortgage pass-through certificates series 1998-C3

              Class     Rating   Credit enhancement
              -----     ------    ----------------
               A-3       AAA          43.88%
               B         AAA          35.25%
               C         AAA          26.20%
               G         B             4.00%
               IO        AAA            N/A
                

                      *N/A-Not applicable.


METCARE RX: Court to Decide Cash Collateral Access on May 29
------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
scheduled a hearing Tuesday next week, May 29, 2007, at 10:00
a.m., to consider approval of Metcare Rx Pharmaceutical Services
Group LLC and its debtor-affiliates' request to use the cash
collateral securing their obligations to Metcare Rx Pharmaceutical
Acq LLC.

Metcare Acq holds an $11,000,000 claim secured by a "blanket lien"
on substantially all of the Debtors' assets.

The claim arises from an assignment for consideration of all
right, title and interest in debt instruments executed by the
Debtors in favor of AmerisourceBergen Inc., which was the Debtors'
primary supplier and secured creditor during most of the Debtors'
existence.

                     Cash Collateral Agreement

Metcare Acq agreed to extend to the Debtors a revolving line of
credit with a borrowing limit of $500,000.  

At its sole discretion, Metcare Acq will make advances to the
Debtors on an as-needed basis.  

All principal advances will be repaid by the Debtors, together
with accrued interest at a rate of 8% per annum, no later than 120
days after the date of any advance.  

During the first 30 days of the bankruptcy cases, principal
advances will not exceed $200,000 in the aggregate.  

The Debtors tell the Court that the advances obtained from Metcare
Acq will be utilized primarily for the purchase of inventory and
to fund other necessary operating expenses, pursuant to a budget
available for free at http://researcharchives.com/t/s?1fcb  

Because of the immediate need for cash availability to acquire
inventory and pay certain operating expenses, the Debtors and
Metcare Acq are seeking to implement the arrangement effective
immediately upon the Court's approval.

                         Committee Objects

The Official Committee of Unsecured Creditors asks the Court to
deny the Debtors' request contending, among others, that there was
a failure to carve out from the liens of Metcare Acq any
litigation, which maybe commenced under Chapter 5 of the
Bankruptcy Code, or under state law as may be applicable.

The Committee notes that under the "Guidelines For Financing
Requests" established by the United States Bankruptcy Court for
the District of New Jersey, liens on avoidance actions are
considered "Extraordinary Provisions" to be granted only upon a
specific showing and need.

        About Metcare Rx Pharmaceutical Services Group LLC

Based in Cedar Grove, N.J., Metcare Rx Pharmaceutical Services
Group LLC and its affiliates -- http://www.metcarerx.com/-- form   
a full-service pharmacy management company that offers customized
solutions and comprehensive pharmacy managed care services.  The
Debtor and its affiliates filed for Chapter 11 protection on
April 3, 2007 (Bankr. D. N.J. Case Nos. 07-14612 through
07-14620).  Bruce J. Wisotsky, Esq., at Norris, McLaughlin &
Marcus, P.A., represents the Debtors in their restructuring
efforts.  Lawyers at Platzer Swergold Karlin Levine Goldberg and
Jaslow LLP represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from its
creditors, they listed estimated assets and debts of $1 million to
$100 million.


METCARE RX: Obtains Court Approval on Multiple Motions
------------------------------------------------------
Metcare Rx Pharmaceutical Services Group and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the District
of New Jersey to:

   a) reject real estate lease nunc pro tunc to the filing date;

   b) sell inventory at Maryland stores to an affiliate at cost;

   c) sell telephone system;

   d) transfer prescription files; and

   e) abandon furniture, fixtures and equipment.

According to the Debtors, rejecting the lease, that will expire on
Sept. 30, 2007, would prevent them from having substantial cost
and drain on their cash flows.  Preserving their business assets
would allow them to commit resources to other endeavor necessary
to their restructuring efforts.

The inventory, consisting of over-the-counter medicines,
healthcare, beauty products and other items typically sold in
retail pharmacies, would be sold to Metcare Rx ECMC Pharmaceutical
Services LLC.

M.I.S. would buy the phone system for $1,100, and would take
possession of the six display phones, one non-display phone, a
voice mail system, acs processor and module.  

In relation to this, the sole secured creditor, Metcare Rx
Pharmaceutical Services Acq will have its lien remain attached
to the assets transferred to the Debtor's affiliate and the
proceeds of the sale of the assets sold to M.I.S.

Rite Aid would obtain custody of the prescription files, under the
terms of agreement entered with the Debtors.  The action will
relieve the Debtors of any potential penalties by the federal and
state law, in the event that the prescription files are not
transferred.

After the rejection of lease and the sale of the inventory, the
Debtors would abandon the retail shelvings, miscellaneous desk,
chairs and countertops as they find it burdensome and is of
inconsequential value and benefit to the estate.

                         About Metcare Rx

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


MONTANA SUNFLOWER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Montana Sunflower Company, L.L.C.
        P.O. Box 428
        Denton, MT 59430

Bankruptcy Case No.: 07-60552

Type of Business: The Debtor processes sunflower seeds.

Chapter 11 Petition Date: May 18, 2007

Court: U.S. Bankruptcy Court, District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: James A. Patten, Esq.
                  Suite 300, The Fratt Building
                  2817 2nd Avenue North
                  Billings, MT 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


NATURAL STONE: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Natural Stone & Tile, Inc.
        3712 Profit Way, Suite D
        Chesapeake, VA 23323

Bankruptcy Case No.: 07-71067

Chapter 11 Petition Date: May 18, 2007

Court: Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Marcus, Santoro & Kozak, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 222-2224
                  Fax: (757) 333-3390

Total Assets:  $667,512

Total Debts: $2,433,656

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Resource Bank                    all inventory         $420,000
                                 chattel paper,
                                 accounts,
                                 equipment and
                                 general
                                 intangibles;
                                 whether
                                 foregoing is
                                 owned now or
                                 acquired later;
                                 value of
                                 security:
                                 $270,000

Matthew Musolino, III            credit card           $250,000
3712 Profit Way, Suite D         debt-
Chesapeake, VA 23323             reimbursement
                                 unpaid payroll
                                 cash loans

Conrad E. Hass Jr.               employment            $225,000
c/o Crenshaw, Ware & Martin      agreement
1200 Bank of America Center
Norfolk, VA 23510

Eric Hoffman & Ronald Frenkle    business loan         $150,000

Musolino & Sons, Inc.            business debt         $140,000

Innovative Stone, L.L.C.         business debt         $134,371

Marva Marble & Granite           business debt         $100,000
                                 judgment

Internal Revenue Service         total tax              $71,027
                                 liability for
                                 2005

                                 941 federal tax        $55,890
                                 due 2006

Fleet Imports                    business debt          $62,634

Towne Bank                       2004 Ford F-350        $40,251
                                 VIN#
                                 1FTWW33P74EB65
                                 166; value of
                                 security:
                                 $14,825

                                 2005 Quality           $20,125
                                 Trailer VIN#
                                 5NDFH28215S0005
                                 10; value of
                                 security:
                                 $6,000

Carmon Contracting Corp.         business debt          $48,000

Regent Products                  business debt          $31,046

CitiCorp Leasing, Inc.           business debt          $27,034
                                 FAX machine/
                                 printer

Central Wholesale Supply Corp.   business debt          $23,868

Commonwealth of Virginia         sales tax and          $12,506
                                 penalties

World of Granite                 returned check         $12,342


Avanti Marble                    business debt          $10,307


NEIMAN MARCUS: Fitch Upgrades IDR to B with Stable Outlook
----------------------------------------------------------
Fitch Ratings has upgraded its ratings on Neiman Marcus, Inc. and
its subsidiary, The Neiman Marcus Group, Inc.:

Neiman Marcus, Inc.

   -- Issuer Default Rating upgraded to 'B' from 'B-';

The Neiman Marcus Group, Inc.

   -- Issuer Default Rating upgraded to 'B' from 'B-';

   -- Secured revolving credit facility upgraded to 'BB/RR1'
      from 'BB-/RR1';

   -- Secured term loan facility upgraded to 'BB-/RR2' from
      'B/RR3';

   -- Secured debentures upgraded to 'BB-/RR2' from 'B/RR3';

   -- Senior unsecured notes upgraded to 'B-/RR5' from
      'CCC+/RR5';

   -- Senior subordinated notes upgraded to 'CCC+/RR6' from
      'CCC/RR6'.

Approximately US$3 billion of debt is affected by the rating
action.  The Rating Outlook is Stable.

The upgrades are driven by a combination of NMG's strong operating
trends and ongoing debt reduction.  The ratings continue to
reflect NMG's leadership position within the luxury retail segment
balanced against the company's high financial leverage and the
cyclical nature of luxury apparel retailing.

The buy-out of NMG by Texas Pacific Group and Warburg Pincus was
completed on Oct. 6, 2005.  Since that time the company's
operating performance has been strong, though comparable store
sales growth has moderated from a high single digit pace to a mid-
single digit pace over the past two years.  Retail comparable
store sales were up 6.3% in the six months ended
Jan. 27, 2007, while EBITDA improved to US$640 million in the
latest 12 months from US$543 million in fiscal 2006.

NMG used free cash flow and asset sale proceeds in the six months
ended Jan. 27, 2007 to pay down its US$1.875 billion term loan by
US$175 million.  This, together with higher EBITDA led to a
reduction in adjusted debt/EBITDAR from 6.1 times at July 29, 2006
to 5.1x at Jan. 27, 2007.  Fitch projects further improvement in
leverage as management has demonstrated its commitment to reducing
debt with free cash flow.

The ratings of the various classes of debt listed above reflect
their respective recovery prospects.  Fitch's recovery analysis
assumes an enterprise value of US$2.3 billion in a distressed
scenario.  Applying this value across the capital structure
results in outstanding recovery prospects (over 90%) for the
US$600 million revolving credit facility, which has a first lien
on inventories and receivables.  The US$1.7 billion term loan and
the US$121 million of secured debentures are secured by a first
lien on the company's fixed and intangible assets, and have
superior recovery prospects (70%-90%).  The US$700 million of
senior unsecured notes have below average recovery prospects (10%-
30%) and the senior subordinated notes have poor recovery
prospects (less than 10%).

                  About Neiman Marcus Group

Headquartered in Dallas, Texas, The Neiman Marcus Group, Inc.
-- http://www.neimanmarcusgroup.com/-- operates Neiman Marcus and  
Bergdorf Goodman stores, in addition to both print and online
retail businesses.


NETWOLVES CORP: Case Summary & 49 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: NetWolves Corporation
             fka Watchdog Patrols, Inc.
             fka NetWolves Enterprises, Inc.
             4805 Independence Parkway, Suite 101
             Tampa, FL 33634

Bankruptcy Case No.: 07-04186

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      NetWolves E.C.C.I. Corporation             07-04190
      Norstan Network Services, Inc.             07-04193
      NetWolves Resicom Corporation              07-04196

Type of Business: The Debtors are network continuity and security
                  providers that offer network security solutions
                  coupled with network management and
                  communication services.  See
                  http://www.netwolves.com/

Chapter 11 Petition Date: May 21, 2007

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtors' Counsel: David S. Jennis, Esq.
                  Jennis Bowen & Brundage, P.L.
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700

Debtors' consolidated financial condition as of March 31, 2007:

Total Assets: $8,847,572

Total Debts:  $7,637,029

A. NetWolves Corporation's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Hays & Company, L.L.P.           trade debt             $56,575
477 Madison Avenue
10th Floor
New York, NY 10022

Imperial Premium Finance         trade debt             $36,256
P.O. Box 9045
New York, NY 10087-9045

D.A. Colonial, L.L.C.            rent                   $29,645
Department 18R,
c/o Denholtz Management
P.O. Box 48132
Newark, NJ 07101-4832

Steptoe & Johnson                trade debt             $22,183

Moore Wallace                    trade debt             $18,494

Lau, Lane, Pieper, Conley &      services               $18,311
McCreadle

American Express                 trade debt             $16,129

Treeline Garden City Plaza       rent                    $8,723

Federal Express                  trade debt              $7,204

Pingtel Corp.                    trade debt              $6,785

Tri-L.A.N., Inc.                 trade debt              $4,500

Jefferson Pilot                  trade debt              $3,019

Casetronic Engineering           trade debt              $2,550

Jolley & Peterson, P.A.          services                $2,493

Apex Voice Communications        trade debt              $2,000

C.D.W. Computer Centers          trade debt              $1,826

Adams Capital                    trade debt              $1,500

Sprint                           trade debt              $1,465

U.S. Internet                    trade debt              $1,459

D.H.L. Express (U.S.A.), Inc.    trade debt              $1,292

B. NetWolves E.C.C.I. Corporation's Three Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
BellSouth Long Distance          trade debt            $230,129
P.O. Box 856178
Louisville, KY 40285-6178

A.G.S.I.                         trade debt             $20,395
Carol Plofkin Controller
1221 Post Road East
Westport, CT 06880

Qwest                            trade debt              $1,712
Debra Block, A/R Analyst
P.O. Box 856169
Louisville, KY 40285-6169

C. Norstan Network Services, Inc's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
F.C.C.                           trade debt          $2,254,690
1259 Paysphere Circle
Chicago, IL 60674

Verizon                          trade debt            $316,708
Bankruptcy Administration
404 Brock Drive
Bloomington, IL 61701

Sprint-Bankruptcy Group          trade debt            $301,670
P.O. Box 172408
Denver, CO 80217-2408

Global Crossing                  trade debt            $110,317

Qwest                            trade debt             $86,689

Covad Communications             trade debt             $46,157

X.O. Communications              trade debt             $37,132

Road Runner                      trade debt             $35,034

AT&T Corp.                       trade debt             $28,876

Broadwing                        trade debt             $20,624

Spacenet, Inc.                   trade debt             $18,904

ComCast                          trade debt             $18,647

InterCall                        trade debt             $15,088

TimeWarner                       trade debt             $14,208

New Edge Networks TransEdge      trade debt             $14,170

iPass, Inc.                      trade debt             $11,989

Lockridge Grindal Nauen,         trade debt             $11,543
P.L.L.P.

W.B.S. Connect                   trade debt              $8,864

Level 3 Communications, L.L.C.   trade debt              $7,347

N.T.T. America                   trade debt              $7,272

D. NetWolves Resicom Corporation's Six Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Excel Telecommunications         trade debt            $101,513
P.O. Box 78228
Phoenix, AZ 85062-8228

Qwest                            trade debt             $30,801
P.O. Box 856169
Louisville, KY 40285-6169

Focal Comm. Corp of Illinois     trade debt              $7,890
3546 Payshere Circle
Chicago, IL 60674

Iowa Communications Network      trade debt              $4,528

Southern Bell Corporation        trade debt              $2,163

Intercall                        trade debt              $1,273


NEW CENTURY: Wants Hartford Surety Bonds Reinstated
---------------------------------------------------
New Century Financial Corporation and its debtor-affiliates' loan
servicing agreements require them to maintain appropriate
licensing in various states.  Many of the states require the
Debtors to post surety bonds to maintain the licenses.

Hartford Fire Insurance Company and its affiliates issued surety
bonds for the Debtors prepetition.  However, Hartford has
asserted that the parties' agreements allow it to terminate the
surety bonds, generally on 30 or 60 days' notice.  

Shortly before the Debtors' bankruptcy filing, Hartford sent
notices of non-renewal or cancellation that purport to cancel the
surety bonds generally in late April through mid-May 2007.  
Additional surety bonds expire by their own terms postpetition.

The Debtors' reimbursement obligation in respect of issued and
outstanding prepetition surety bonds is governed by a general
indemnity agreement dated August 15, 2000, with Hartford.  The
Debtors are obligated to indemnify and reimburse Hartford for all
payments that Hartford makes in respect of the prepetition surety
bonds.

The state licensing agencies have taken the position that the
Debtors' licenses will terminate if the Debtors do not have
surety bonds in place.  If the surety bonds were to lapse and the
Debtors lose their licenses, the Debtors' efforts to market their
loan servicing and wholesale loan origination platforms would be
severely negatively impacted, Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, relates.

Upon receiving the notes of cancellation from Hartford, the
Debtors analyzed their surety bonding requirements and pared down
dramatically the number and amounts of the surety bonds they need
to pursue going concern sales of their loan servicing and
wholesale loan origination businesses.  This resulted in
decreasing the number of surety bonds the Debtors propose to
reinstate from approximately 360 surety bonds with a face amount
of approximately $21,000,000 down to 60 surety bonds with a face
amount of $6,691,000.  The surety bonds are tailored narrowly to
cover the minimum surety bonds needed to maintain the Debtors'
licenses allowing them to operate their loan servicing and
wholesale loan origination businesses pending sale, Mr. Collins
says.

The Debtors proposed to Hartford that the limited number of
surety bonds be reinstated for a limited period of time -- 120
days after the effective date of a proposed Bond Reinstatement
Agreement.  This was designed to afford the Debtors a reasonable
opportunity to pursue going concern sales and if necessary,
provide transition services to buyers who are not presently
licensed, so as to ensure that the auction of the Debtors'
businesses attracted as many potential buyers as possible, Mr.
Collins explains.

After substantial give and take, Hartford agreed to reinstate the
Surety bonds subject to the terms and conditions of the Bond
Reinstatement Agreement.  Hartford agreed to rescind its
cancellation notes for the bonds the Debtors propose to reinstate
so that the surety bonds are not cancelled prior to May 21, 2007.

To ensure that the Debtors maintain the licenses, Hartford
insisted that it receive a $5,000,000 cash collateral, a
postpetition lien and junior superpriority administrative claim
to reinstate certain surety bonds postpetition.  The Debtors must
secure the surety bonds to maintain the licenses and maximize the
value of the estates, Mr. Collins says.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware for authority to enter into the Bond
Reinstatement Agreement to reinstate certain bonds.  The Debtors
also seek permission to post security for surety bonds and credit,
extend postpetition secured surety credit, and grant postpetition
liens, junior superpriority administrative claims and
administrative claims.

The Bond Reinstatement Agreement provides that the Reinstated
Bonds will have an expiration date of Sept. 21, 2007.

The Debtors will surrender or terminate all other bonds that are
not necessary for it to remain licensed to service mortgage loans
in those states where a license is required.  All Surrendered
Bonds would be cancelled upon the earlier of (i) the execution of
the Bond Reinstatement Agreement, and (ii) the cancellation date
stated in cancellation notices previously sent by Hartford.

The Debtors' obligations to reimburse Hartford for any draws
under the Reinstated Bonds or the Surrendered Bonds would be:

   (i) a joint and several obligation of all the Debtors;

  (ii) entitled to a super administrative priority under Section
       364(c)(1) of the Bankruptcy Code with priority over all
       other administrative priority claims other than the super
       administrative priority of the DIP lenders, which will
       remain senior; and

(iii) $5,000,000 of cash collateral which will serve as joint and
       several collateral for the reimbursement obligations on
       each Reinstated Bond and Surrendered Bond.

                        About New Century

Founded in 1995, Irvine, Calif.-based 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.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

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


NEW CENTURY: Amended Incentive & Retention Plans Cut Cost by 50%
----------------------------------------------------------------
To facilitate the approval of their sales-incentive and retention
programs, New Century Financial Corporation and its debtor-
affiliates conducted discussions with the Official Committee of
Unsecured Creditors and revisited the overall structure of the
sale-incentive and retention plans in light of concerns raised by
the U.S. Trustee with respect to the Debtors' other employee
programs.  As a result, the Debtors' Board of Directors approved
restructured plan guidelines.

Under the Restructured Plans, the proposed overall targeted cost
of the sale-incentive and retention program has been reduced by
more than 50% and "guaranteed" payments to employees solely for
remaining employed during the sale process have been reduced from
approximately $2,800,000 to $1,200,000.

Additionally, the KEIP includes the six employees of the Loan
Origination Platform who were not in the Initial Plans.  Certain
other structural changes have been made to the Initial Plans to
focus the needs of the estates on the sale process as it has
developed and to reduce overall cost.

The Debtors believe that the Restructured Plans strike the
correct balance of targeted incentives and economy for the
estates and satisfy the applicable legal standards.  Accordingly,
the Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to approve the Restructured Plans.

               Replacement of the EIP by the "KEIP"

Under the EIP, all eight members of the Debtors' executive
management team were eligible for incentive pay to the extent
that certain minimum threshold levels for disposition of the
Debtors' assets are met.  Incentive eligibility under the KEIP is
contingent on the Debtors satisfying certain key metrics in the
asset sale process -- the Debtors are not permitted to make any
payments under the KEIP unless the related threshold metric is
satisfied.

Under the Restructured Plans, there are 34 participants in the
KEIP; the plan is targeted primarily at incentives for the
Debtors' non-executive employees with only limited executive
level participation.  In addition, the restructuring of the KEIP
satisfies the concerns raised by the U.S. Trustee as to the
standards applicable to "retention payments" to "insiders" under
Section 503(c) of the Bankruptcy Code, Christopher M. Samis,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, relates.

Participation in the KEIP by the Debtors' executive management
team is limited to:

   * Anthony Meola, Executive Vice President of Production;

   * Joseph Eckroth, Executive Vice President and Chief Operating
     Officer of New Century Mortgage Corporation;

   * Robert Lambert, Senior Vice President of Leadership and
     Organizational Development; and

   * Stergios Theologides, Executive Vice President of Corporate
     Affairs and General Counsel.

As under the prior plan, the Debtors may not pay any incentives
to the Executive Management Participants unless certain minimum
threshold levels are met for disposition of the Debtors' assets.

The amount payable if all sales targets are achieved at threshold
levels is $400,000 in the aggregate.

The KEIP includes six key employees of the Debtors' Loan
Origination Platform who were not in the Initial Plans -- one
executive vice president and five senior vice presidents.  
Although the individuals are officers at NCMC, not New Century
Financial Corp., and are not active in policy-making, in light of
prior rulings by the Court, they are being treated consistently
with the Debtors' senior employees and will not be paid retention
payments.

Four Production Participants are eligible for incentives under
the KEIP only if the liquidation price for the wholesale and
retail origination assets equals or exceeds a target sale price.  
The aggregate targeted incentive for the Production Participants
is $473,750.

The KEIP also includes 24 additional employees formerly eligible
for incentives under the KEIRP who, due to their job description
or rank, may be involved in policy-making and compensation
decisions for the Debtors.  While the Debtors do not believe that
the Policy Participants are "insiders" within the meaning of
Section 503(c), in an abundance of caution, they have been moved
from the KEIRP to the KEIP based on these criteria:

   (1) the participant is a board or CEO appointed "officer"
       under the bylaws of NCF;

   (2) the participant is a Senior Vice President or officer of
       higher rank of any of the other Debtors; or

   (3) the participant works in human resources, legal or finance
       departments of the Debtors who, due to job description and
       level of responsibility, may be involved in company policy
       or compensation decision-making.

Eligibility for incentives for the Policy Participants is 100%
contingent on the Debtors satisfying applicable threshold metrics
in the asset sales.

                Reduction of Payments Under KEIRP

The number of KEIRP Participants has been reduced from 123 to 92.  
Due to the elimination of higher-ranking employees from the
KEIRP, the per-employee cost of the KEIRP has been reduced.  
"Guaranteed" payments to KEIRP Participants solely for remaining
employed by the Debtors during the sale process have been reduced
from approximately $2,800,000 to $1,200,000.

The Debtors will provide to the U.S. Trustee, the Creditors
Committee and the Securities and Exchange Commission separate
lists identifying each Policy Participant and each KEIRP
Participant, and setting forth the amount of incentive bonus or
retention bonuses, in the case of KEIRP Participants, that each
Participant is qualified to receive.

              Sec. 503(c)(1) and (c)(2) Do Not Apply

Mr. Samis contends that the requirements under Sections 503(e)(1)
and (c)(2) do not apply to the Restructured Plans.  Sections
503(e)(1) and (c)(2) expressly do not apply to the KEIRP because
those sections apply only to payments to "insiders".  None of the
KEIRP Participants are insiders.  The KEIRP Participants are not
"officers" or "persons in control" of the Debtors within the
meaning of Section 101(31).

While some of the KEIRP Participants are Vice Presidents or lower
ranking "officers" under the corporate bylaws and exercise
certain supervisory authority in the scope of their duties, their
degree of participation in and influence over corporate action
and policies, including employee compensation, is limited, Mr.
Samis explains.

Mr. Samis also notes that each KEIRP Participant is employed by
NCMC or Home123 Corporation, both wholly owned subsidiaries of
NCF.  Of the 92 KEIRP Participants, 15 are Vice Presidents and 13
are Assistant Vice Presidents of either NCM or Home123.  None of
the KEIRP Participants holds a rank that is senior to Vice
President of any of the Debtors.

The KEIRP Participants do not exercise control or policy-making
functions of the Debtors.  Control and strategic policy decision-
making authority for the Debtors generally rests in the hands of
several high-ranking individuals employed by the Debtors.

The KEIRP Participants do not serve on any policy committee in
the company.  Rather, employees of the Debtors who are Vice
Presidents or subordinate in rank, like the KEIRP Participants,
report to other employees who are immediately senior in rank in
their business division.

A blacklined copy of the revised New Century Financial Corp. Key
Employee Incentive Plan is available at no charge at:

               http://researcharchives.com/t/s?1fb4

A blacklined copy of the revised New Century Financial Corp. Key
Employee Incentive Retention Plan is available at no charge at:

               http://researcharchives.com/t/s?1fb5

On May 7, 2007, the Debtors filed with the Court a redacted copy
of the chart identifying potential payments proposed to be made
pursuant to the KEIP and KEIRP.  The Debtors may seek leave of
Court to file the unredacted Chart under seal.

A redacted copy of the Chart is available at no charge at:

               http://researcharchives.com/t/s?1fb6

             U.S. Trustee Objects to Amended Plans

Even if the Court finds that the proposed plans do not violate
Section 503(c)(1), Kelly Beaudin Stapleton, the United States
Trustee for Region 3, contends that the plans are "not justified
by the facts and circumstances" of the Debtors' cases and,
accordingly, should be rejected under Section 503(c)(3).  The
U.S. Trustee points out that with regard to certain asset sale
categories, participants qualify for sale-related compensation
based upon the Debtors' receipt of a floor bid and closing
thereon -- nothing more.  Setting the "vesting" threshold at the
receipt of a qualifying bid for certain assets does not provide
the plan participants with an incentive to maximize value for the
Debtors' estates.

The U.S. Trustee also contends that the Debtors fail to establish
how the sale price for specific assets correlates with the
efforts of the plan participants, given that the Debtors have
employed a reputable investment banker to lead the sale process.  
Moreover, the criteria under which the Debtors may make payments
from the proposed critical retention pool of $250,000 render that
part of the KEIRP too amorphous and vague to be justified.

The request for approval of the executive incentive plan is
premature, the U.S. Trustee argues, given the pending
investigations and inquiries into both the Debtors' prepetition
accounting and financial statement irregularities and securities
trading by its insiders.

Ms. Stapleton has sought the appointment of a Chapter 11 trustee
or, alternatively, an examiner in the Debtors' cases.  In the
event a Chapter 11 Trustee is appointed, Ms. Stapleton says the
Chapter 11 trustee should have an opportunity to review the
Debtors' request and determine whether implementing the proposed
compensation plans is in the best interests of the Debtors'
estates.  Alternatively, if an examiner is appointed, the U.S.
Trustee will propose that the scope of the examiner's duties
encompass review of the process which led to the formulation of
the compensation plans and the proposal of the Incentive Motion.

The Greenlining Institute, a multi-ethnic public policy and
advocacy organization, also objects to the payment of incentives
to key employees.  In a letter to Judge Carey, Greenlining points
out that before any decision is made to allow any executive
bonuses or benefits, total compensation must be itemized, broken
down by salary, bonuses, stock options, pensions and other
benefits.  Greenlining also suggests that the Debtors' top 10
executives list down all efforts they made in 2007 to assist New
Century borrowers mitigate their losses or other efforts to
prevent delinquencies or foreclosures.

Members of Greenlining include three of the largest African
American churches in California.  Many of its members were
affected by the subprime loans issued by New Century.

                        About New Century

Founded in 1995, Irvine, Calif.-based 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.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

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


NEW CENTURY: Seeks Court Approval to Assume and Assign 44 Leases
----------------------------------------------------------------
As part of their efforts to downsize their operations and pursue
the sale of their businesses as a going concern, New Century
Financial Corporation and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
assume and assign 44 unexpired non-residential real property
leases to:

     Assignee                    No. of Assigned Leases
     --------                    ----------------------
     Evergreen Mortgage                  14
     National City                        7
     Countrywide                          7
     First Horizon                        3
     Homestreet Bank                      2
     Gold Mortgage Banc                   2
     Pinnacle Financial Corp.             2
     Investment Group, Inc.               1
     Mission Hills Mortgage               1
     Ellis State Bank                     1
     Charter Funding                      1
     Continental Home Loans               1
     American Home Mortgage               1
     Houston Capital Mortgage             1

A schedule of the Assigned Leases is available at no charge at:

               http://researcharchives.com/t/s?1fb8

The Debtors believe that the assumption and assignment of the
Leases represents an appropriate exercise of their business
judgment and will greatly benefit their estates.  The Assignees
have agreed to take over all obligations under the Leases.  By
assuming and assigning the Leases, the Debtors can avoid
incurring potentially significant rejection damages and recover
security deposits made under the Leases.

The Debtors will pay the Landlords cure amounts prior to or at
the time of the assumption of the Leases pursuant to Section
365(b)(1) of the Bankruptcy Code.

The Debtors believe that the Assignees have the financial
wherewithal to perform fully under the Leases.  Most of the
Assignees are mortgage companies that currently operate across
the United States.  Moreover, the intended use of each leased
location will be for the continued operation of a mortgage
business -- similar to the Debtors' use of the locations.

Founded in 1995, Irvine, Calif.-based 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.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

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


NOMURA ASSET: S&P Upgrades Ratings on Four Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from
Nomura Asset Securities Corp.'s series 1998-D6.  Concurrently, S&P
affirmed its ratings on five other classes from this transaction.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.  
The rating actions on several senior certificates also reflect the
defeasance of $1.2 billion in loans, or 37% of the collateral
pool.
     
As of the April 17, 2007, remittance report, the collateral pool
consisted of 304 loans with an aggregate principal balance of
$3.1 billion, down from 325 loans totaling $3.7 billion at
issuance.  The master servicer, Capmark Finance Inc., reported
full-year 2005, partial-year 2006, or full-year 2006 financial
information for slightly less than 100% of the pool.  Based on
this information, Standard & Poor's calculated a weighted average
debt service coverage of 1.46x, up from 1.43x at issuance.  The
current DSC and reporting figures excludes the aforementioned
defeased loans and $186.4 million (6%) of loans backed by credit-
tenant leases.  There is one 90-plus-days delinquent loan
($1.9 million) in the pool and one real estate owned asset (total
exposure of $2.8 million), which are the only assets with the
special servicer, CWCapital Asset Management LLC.  To date, the
trust has experienced 10 losses totaling $30.0 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $732.6 million (23%) and a weighted average
DSC of 1.53x, up from 1.41x at issuance.  The Cinemark credit
lease loan is the fourth-largest in the pool ($76.9 million; 2%)
and was not included in the top 10 loan figures.  Cinemark USA
Inc. (B/Positive/-) is the sponsor of this loan and is the sole
tenant of the collateral properties.  Despite the overall strong
performance of the top 10 loans, two of the loans are on the
watchlist and are discussed below.  Standard & Poor's reviewed
property inspections provided by the master servicer for all of
the assets underlying the top 10 loan exposures.  All of the
properties were characterized as "good." Additionally, Standard &
Poor's recently conducted site inspections and property management
meetings for two of the top 10 loan exposures and observed them to
be in good condition.
     
There are two assets ($4.7 million) with the special servicer.  
The Crossing Shopping Center loan is 90-plus-days delinquent with
a total exposure of $2 million.  A 70,393-sq.-ft. retail property
in Mineral Wells, Texas, secures the loan, which was transferred
to CWCapital in December 2006 after the two largest tenants
vacated the property.  Standard & Poor's expects the resolution of
the loan to result in a significant loss.
     
The Pierson portfolio loans were transferred to the special
servicer in October 2002 due to imminent default.  The portfolio
was originally composed of two cross-collateralized and cross-
defaulted loans secured by retail properties.  The collateral for
one of the loans ($4.5 million balance) has been defeased.  The
remaining retail asset is REO with a related total exposure of
$2.9 million.  The REO asset is currently under contract to be
sold and Standard & Poor's does not expect a loss to the trust.
     
Capmark reported a watchlist of 40 loan exposures ($352.9 million,
11%).  The Atlanta Marriott is the fifth-largest exposure in the
pool and has an outstanding trust balance of $68.1 million (2%)
and a whole loan balance of $136.3 million.  The loan is secured
by a 1,663-room lodging property in Atlanta, Georgia.  The loan
appears on the watchlist because the property reported a DSC of
1.14x for the 11-month period ending December 2006.  Standard &
Poor's visited the property in April 2006 and observed it to be in
good condition.  Several competing properties, however, were noted
in the area.  The property is currently in the middle of an
$87 million renovation; the room renovation phase was completed in
March 2007.  The renovations are ongoing and contributed to the
reduced net cash flow in recent years. The project is scheduled to
be completed in 2008.
     
The Park Center Plaza, the 10th-largest exposure in the pool, has
a trust balance of $46.8 million (2%).  The loan is secured by a
four-building, 408,000-sq.-ft. office campus in downtown San Jose,
California.  The loan appears on the watchlist because of declines
in occupancy and DSC (74% and 1.11x, respectively) since issuance
(95% and 1.25x).  The remaining loans on the watchlist appear
there primarily because of DSC or occupancy issues.
     
Standard & Poor's stressed the loans on the watchlist, and other
loans with credit issues, as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.
    

                          Ratings Raised
     
                   Nomura Asset Securities Corp.
           Commercial mortgage pass-through certificates
                          series 1998-D6

                         Rating
                         ------
            Class     To      From   Credit enhancement
            -----     --      ----    ----------------
             A-4      AAA     AA-          13.32%
             A-5      AA-     A+           11.53%
             B-1      BBB     BBB-          6.48%
             B-2      BBB-    BB+           5.29%
                  

                         Ratings Affirmed
     
                   Nomura Asset Securities Corp.
          Commercial mortgage pass-through certificates
                          series 1998-D6

                Class   Rating   Credit enhancement
                -----   ------    ----------------
                A-1B    AAA            32.35%
                A-1C    AAA            32.35%
                A-2     AAA            25.22%
                A-3     AAA            18.67%
                B-4     B+              2.01%


NORTH AMERICAN TECH: Posts $5.9 Million Equity Deficit at April 1
-----------------------------------------------------------------
Technologies Group Inc. as of April 1, 2007, listed total assets
of $18,920,674, total liabilities of $24,876,516, and total
stockholders' deficit of $5,955,842.  Its April 1 balance sheet
also showed strained liquidity with total current assets of
$6,103,829 and total current liabilities of $10,876,516.  The
company also had an accumulated deficit of $114,066,767 at
April 1, 2007.

                      Second Quarter Results

The company had a net loss of $4,656,884 for the three months
ended April 1, 2007 reflects an increase of $1,602,198 from the
net loss of $3,054,686 for the three months ended March 26, 2006.  
This increase in net loss is primarily due to the debt conversion
loss of $1,730,358 resulting from the conversion of the
Debentures, and increase in the gross loss of $295,650, offset by
a decrease in selling, general and administrative expenses of
$456,435 primarily due to reversal of stock option compensation
expense related to terminated employees.

Net sales for the three months ended April 1, 2007, and March 26,
2006, were $5,395,385 and $1,919,296, respectively, and related
solely to the sale of crossties.  The increase in net sales was
due to the increased production of crossties at the Marshall
Facility.

                        Six Months Results

The net loss of $9,339,967 for the six months ended April 1, 2007,
reflects an increase of $671,357 from the net loss of $8,668,610
for the six months ended March 26, 2006.

Net sales for the six months ended April 1, 2007, and March 26,
2006, were $9,424,281 and $2,157,632, respectively, and related
solely to the sale of crossties. The increase in net sales was due
to the increased production of crossties at the Marshall Facility.

                 Liquidity and Capital Resources

During the six months ended April 1, 2007, the company incurred a
net loss of $9,339,967 and experienced a cash flow deficit, from
our operations, in the amount of $3,918,239.  As of April 1, 2007,
the company had a cash balance of $2,370,993 and a negative
working capital balance of $4,772,687.  The company is continuing
to incur negative gross margins on its product sales, operating
losses and cash flow deficits in the third quarter of the fiscal
year ending Sept. 30, 2007.  It is anticipated that such losses
and cash flow deficits will continue in the foreseeable future.

The company's immediate viability depends on its ability to obtain
adequate sources of debt or equity funding to fund operating
losses, fund working capital deficits, provide for capital
improvements in order to maintain production capacity, repay the
Bridge Loan of $2,000,000 due Oct. 1, 2007, and repay $4,200,000
of the Construction Loan due July 1, 2008.

The company stated in its current quarterly report that unless it
is able to secure sufficient additional financing from its present
lender or one more of the company's major shareholders, the
company expects its cash and cash equivalents will not be adequate
to fund operations during the fourth quarter of the fiscal year
ending Sept. 30, 2007.  The company added that there can be no
assurance that it will be able to secure such financing or that
such financing, if secured, will be sufficient to enable it to
maintain adequate liquidity.

                    7% Convertible Debentures

Effective as of March 7, 2007, the company and all of the Holders
of its Debentures entered into a Conversion Agreement pursuant to
which each Holder agreed to convert all of its Debentures into
shares of its Common Stock.  The company recorded the issuance of
a total of 68,522,250 Conversion Shares to the Holders of the
Debentures.

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

                       About North American
                      
North American Technologies Group Inc. (OTCBB: NATK) --
http://www.natk.com/-- through its TieTek subsidiary manufactures  
and sells composite railroad crosstie known as TieTek(TM) made
from recycled composite materials that is a direct substitute for
wood crossties, but with a longer life and with several
environmental advantages.


NVF CO: Wants Until June 15 to File a Chapter 11 Plan
-----------------------------------------------------
NVF Company and its debtor-affiliate Parsons Paper Company Inc.
ask the U.S. Bankruptcy Court for the District of Delaware to
extend their exclusive period to file a plan of reorganization,
through and including June 15, 2007.

The Debtors also ask the Court to extend their exclusive period to
solicit acceptances of that plan, through and including Aug. 15,
2007.

According to the Debtors, they are seeking the extensions to:

   (a) avoid premature formulation of a chapter 11 plan of
       reorganization or liquidation; and

   (b) ensure that the formulated plan takes into account the
       best interests of the Debtors, their creditors and estates.

The Debtors disclose that they are pursuing an orderly
administration of their estates to preserve and maximize value for
their creditors.

The Court will convene a hearing at 3:30 p.m. on May 24, 2007, to
consider the Debtors' request.

Based in Yorklyn, Del., NVF Company -- http://www.nvf.com/--     
manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The company along with its wholly owned
subsidiary, Parsons Paper Company Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.  
Elizabeth A. Wilburn, Esq., and Jason W. Staib, Esq., at Blank
Rome LLP represent the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from their creditors, they
estimated assets between $10 million to $50 million and estimated
debts of more than $100 million.


OPEN HOUSE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Open House Learning Center, Inc.
        2006 Johnson Industrial Boulevard
        Nolensville, TN 37135

Bankruptcy Case No.: 07-03456

Type of Business: The Debtor is a child care provider.

Chapter 11 Petition Date: May 18, 2007

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: David Glendon Rogers, Esq.
                  7003 Chadwick Drive, Suite 151
                  Brentwood, TN 37027
                  Tel: (615) 377-7722
                  Fax: (615) 377-7758

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

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


OUR LADY OF MERCY: Hires Focus Mgt. as Medical Operations Advisor
-----------------------------------------------------------------
Our Lady of Mercy Medical Center's Patient Care Ombudsman, Daniel
T. McMurray, obtained authority from the U.S. Bankruptcy Court for
the District of New York to employ Focus Management Group USA Inc.
as the Ombudsman's medical operations advisor, nunc pro tunc to
April 5, 2007.

Focus Management will:

      (a) conduct patient and hospital staff interviews as
          required;

      (b) review license and governmental permits;

      (c) review adequacy of staffing, supplies and equipment;

      (d) review safety standards;

      (e) review facility maintenance issues or reports;

      (f) review patient, family, staff or employee complaints;
  
      (g) review risk management reports;

      (h) review litigation, which relates to the Debtor's patient
          care or, which may affect the interest of patients;

      (i) review other information, including, without limitation,
          EMTALA violations, lists of death and hospital codes,
          in-patient and out-patient surgery schedules, surgery
          cancellations, patient satisfaction survey results,
          regulatory and/or JCAHO reports, utilization review
          reports, discharged and transferred patient reports,
          staff recruitment plan and nurse/patient/acuity staffing
          plans;

      (j) review financial information, including, without
          limitation, current financial statements, cash
          projections, accounts receivable and accounts payable
          reports, insofar as it may affect the interest of
          patients; and

      (k) assist the Ombudsman with such other services as may be
          necessary or appropriate pursuant to Section 333 of the
          Bankruptcy Code.

The Debtor will pay Focus according to these current hourly rates:

             Professional                Rate Per Hour
             ------------                -------------
             Daniel T. McMurray               $425
             James Hopwood                    $425
             James Grobmyer                   $400
             Kelly Hughes                     $400
             Dr. Michael McGrail              $400

Focus' hourly rates are subject to periodic adjustments,
nevertheless, Focus has informed the Acting U.S. Trustee that,
together with the fees of the Ombudsman, it will not charge an
average rate in excess of $360 an hour.

To the best of the Ombudsman's knowledge, Focus does not hold or
represent any interest adverse to the Debtor or its estate.

Focus can be reached at:

            Daniel T. McMurray
            Managing Director
            Focus Management Group USA, Inc.
            5001 W. Lemon St., Tampa FL 33609-1103
            Telephone: (813) 281-0062
            Fax: (813) 281-0063
            http://www.focusmg.com/

                     About Our Lady of Mercy

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The     
medical center is a member of the Montefiore Health System and is
a University affiliate of New York Medical College.  The company
and its debtor-affiliate, O.L.M. Parking Corporation, sought
chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut,
Segal & Segal LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


OUR LADY OF MERCY: Gets Approval to Hire Ernst & Young as Auditors
------------------------------------------------------------------
Our Lady of Mercy Medical Center and O.L.M. Parking Corporation
obtained authority from the U.S. Bankruptcy Court for the District
of New York to retain and employ Ernst & Young LLP as their
accountants and auditors, nunc pro tunc to March 20, 2007.

E&Y will:

      (a) audit the combined financial statements of the Debtors
          for the year ended Dec. 31, 2006.  In addition, E&Y will
          audit the Debtors' federal awards program for the year
          ended Dec. 31, 2006.

      (b) report on the Debtors' NY State Institutional Cost
          Reports and will report on the Debtors' NY State
          procedures for bad debts and charity care.

E&Y will be compensated based on these hourly rates:

          Designation                    Rates
          -----------                    -----
     Partners and Principals           $650-$625
     Senior Managers                   $575-$625
     Managers                          $441-$508
     Seniors                           $328-$408
     Staff                             $200-$250

To the best of the Debtors' knowledge, E&Y does not represent an
interest materially adverse to the Debtors.

The firm can be reached at:

            Louis H. Feuerstein, CPA
            Partner
            Ernst & Young LLP
            1 Columbus PI, New York, New York 10019
            Telephone: (212) 247-3269
            http://www.ey.com/

                     About Our Lady of Mercy

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The     
medical center is a member of the Montefiore Health System and is
a University affiliate of New York Medical College.  The company
and its debtor-affiliate, O.L.M. Parking Corporation, sought
chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut,
Segal & Segal LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


PACER INT'L: Moody's Withdraws Ratings on Credit Facility Payoff
----------------------------------------------------------------
Moody's Investors Service withdrew all of its debt ratings of
Pacer International, Inc; CFR and Probability of Default, both of
Ba3, senior secured of Ba2 (28-LGD2).

The withdrawals were due to the payoff and termination on
April 9, 2007 of the former senior secured credit facility. Pacer
financed the payoff of $59 million from drawings on a new, five
year $250 million senior secured revolving credit facility.
Moody's does not rate this new revolving credit facility.

Outlook Actions:

   * Issuer: Pacer International, Inc.

     -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

   * Issuer: Pacer International, Inc.

     -- Probability of Default Rating, Withdrawn, previously
        rated Ba3;

     -- Corporate Family Rating, Withdrawn, previously rated
        Ba3;

     -- Senior Secured Bank Credit Facility, Withdrawn,
        previously rated 28-LGD2; and

     -- Senior Secured Bank Credit Facility, Withdrawn,
        previously rated 28-LGD2.

Pacer International, Inc., headquartered in Concord, CA, is a
leading non-asset based provider of third-party logistics and
transportation services that facilitates the movement of freight
from origin to destination.


PACIFIC LUMBER: Court Moves Exclusive Plan Filing Date to Sept. 18
------------------------------------------------------------------
Pursuant to the parties' agreement, the Hon. Judge Richard S.
Schmidt of the United States Bankruptcy Court for the Southern
District of Texas has approved the request of Pacific Lumber
Company and its debtor-affiliates to extend their exclusive
periods to:

   (a) file a plan of reorganization through and including
       Sept. 18, 2007; and

   (b) solicit acceptances of that plan through and including
       Nov. 19, 2007.

As reported in the Troubled Company Reporter on May 2, 2007,
Shelby A. Jordan, Esq., at Jordan, Hyden, Womble, Culbreth, &
Holzer, P.C., in Corpus Christi, Texas, told the Court that
the Debtors have a complicated business with significant debt and
a diverse capital structure.  

Ms. Jordan further maintained that the Debtors need more time to
begin the Plan process, in light of the recent re-constitution of
the Official Committee of Unsecured Creditors, the recent setting
of the Section 341 First Meeting of Creditors, the recent ruling
on the SARE Motion, and the need to assess all potential options
with respect to restructuring their debt consistent with that of
their affiliate, Scotia Pacific Company LLC.

The Debtors agree to make available, without delay, certain
documents to Houlihan Lokey Howard & Zukin and Chanin Capital
Partners, financial advisers for the ad hoc group/committee of
Scopac Noteholders, including the Debtors' 10-year harvest plan
and financial forecasts.

The Debtors reserve the right to withhold any document to the
extent that it contains privileged information.

In addition, the Debtors bound itself to hold meaningful talks
with its creditor groups.

The Creditors Committee withdraws, without prejudice, its request
to conduct a Rule 2004 examination on the Debtors.

                        Creditors Responses

About 10 entities and government agencies oppose the Debtors'
request for a four-month extension of their Exclusive Period to
file a Chapter 11 plan and to obtain acceptances for that plan:

   1. California Resources Agency

   2. California Department of Forestry and Fire Protection

   3. California Department of Fish and Game

   4. California Wildlife Conservation Board

   5. Cal. Regional Water Quality Control Board, North Coast

   6. California State Water Resources Control Board

   7. LaSalle Bank National Association

   8. LaSalle Business Credit, LLC

   9. Official Committee of Unsecured Creditors

  10. The United States government, on behalf of the U.S. Fish
      and Wildlife Service, Department of Interior, and the
      National Marine Fisheries Services, Department of Commerce

The California State Agencies argue that the Debtors' request
failed to justify the length of the extension sought.  The
Exclusive Period Motion do not in any way address why the Debtors
need a four-month extension, what the Debtors need to accomplish
to be able to file plans, and how long it will take them to
accomplish those tasks, the California Agencies point out.

Before any time frame is set out, the Debtors must first produce
evidence of significant progress in formulating a Chapter 11 plan
to identify what still needs to be done, the California Agencies
contend.

The Objectors note that they, or the Court, cannot estimate
reasonable benchmarks or milestones to measure the Debtors' focus
on the reorganization without any evidence of the Debtors'
progress.

The California Agencies also oppose the Debtors' use of the single
asset real estate findings in any further proceedings or contested
matters, as those findings were based on the stipulation between
the Ad Hoc Committee of Timber Noteholders and the Debtors.

Representing the Creditors Committee, John D. Fiero, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub LLP, in San
Francisco, California, asserts that the Debtors' businesses are
not complex.  "[Their] cases will principally involve a
financial, rather than an operational restructuring," Mr. Fiero
points out.

The Committee asserts that it has done nothing but act reasonably
in the Debtors' cases, consistent with its obligations to all
unsecured creditors.  The Committee adds that the timing of a
creditors' meeting has nothing to do with the Debtors' lack of
focus on a plan.

The Court has already indicated that it will not address
regulatory and environmental issues.  Hence, the Debtors should
spend their time focusing on an appropriate reorganization
objective -- not in four months, but in the coming weeks, Mr.
Fiero asserts.

The Creditors Committee agrees that the Debtors should be given
an opportunity to propose a plan, but not without some reasomable
limits.  The Committee thus proposes a 30-day extension to (i)
lay out a strategy for confirmation that includes specific
milestones, and (ii) allow the Debtors to begin negotiations with
creditors.

The United States government does not take any position with
respect to the Debtors' request.  The Government appreciates the
Debtors' commitment to keep it informed and involved in the Plan
formulation.  The Government though maintains that any requests
by the Debtors on Habitat Conservation Plan regulatory matters
must be conducted outside the bankruptcy case.

The LaSalle Entities agrees with the Creditors Committee that a
30-day extension is sufficient to allow the Debtors time to begin
talks with their creditors.

LaSalle further complains that with its position as the second
largest creditor in the PALCO cases, it has been completely shut
out of any discussions with respect to the prospects of
reorganization in the cases or any potential plan.

                       About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on Sept. 18, 2007, as extended.  The Debtors'
exclusive period to solicit acceptances of that plan expires on
Nov. 19, 2007.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
16, http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Scopac's Plan Filing Period Extended to Sept. 18
----------------------------------------------------------------
Pursuant to the parties' agreement, the Hon. Judge Richard S.
Schmidt of the United States Bankruptcy Court for the Southern
District of Texas has granted Scotia Pacific Company LLC's request
for extension of its exclusive period to:

   (a) propose and file a plan of reorganization through and
       including Sept. 18, 2007; and

   (b) solicit acceptances of that plan through and including
       Nov. 19, 2007.

Scopac also agrees to immediately make available to Houlihan
Lokey Howard & Zukin and Chanin Capital Partners, financial
advisers for the ad hoc group/committee of Scopac Noteholders,
certain documents, including monthly operating statements,
detailed income statements, detailed log sales, and harvest plans.

BoNY withdraws its discovery requests to Scopac without
prejudice.

As reported in the Troubled Company Reporter on May 2, 2007,
Kathryn A. Coleman, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, related that Scotia Pacific Company LLC is serious about
engaging in an expedient reorganization and has made progress
towards that end.  However, Ms. Coleman maintained, considering
the complicated nature of the company's business, Scopac needs
more time to file a confirmable plan of reorganization.

Since Jan. 18, 2007, Scopac has been embroiled in contentious
disputes as to nearly every request they have brought before the
Court.  Many of these disputes have been potentially case-
dispositive, which include the venue transfer motion and the
single asset real estate motion.  The litigations impeded Scopac's
ability to focus on its reorganization, Ms. Coleman said.

Scopac informed the Court that it has been paying its undisputed
postpetition bills as they become due, thus, its request would
not disadvantage its creditors.

                    Committee, et al., Object

The Official Committee of Unsecured Creditors contends that the
Debtors offered no substantive rationale why they should be given
a lengthy extension of exclusivity.

Instead, the Exclusive Period Motion is laden with excuses for
the Debtors' apparent failure to facilitate the reorganization
process, the Committee notes.

Scotia Pacific Company LLC should establish that the company is
making progress in its reorganization cases to gauge a reasonable
extension of the Exclusive Periods, John D. Fiero, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, in San
Francisco, California, emphasizes on the Committee's behalf.

The issue of regulatory and intercompany complexity is a red
herring, Mr. Fiero argues.  The Court has repeatedly advised the
Debtors that it will not alter any regulatory compliance
obligations.

Scopac could not even articulate any description of its intended
reorganization plans, except to say that those plans are still
being formulated and that creditors would need to wait and see,
Mr. Fiero says.

The Bank of New York Trust Company, N.A., as indenture Trustee
and collateral agent for the Timber Notes; certain California
State Agencies; and the United States government, on behalf of
certain government agencies also filed responses to Scopac's
request.

BoNY asks the Court to limit the extension of Scopac's Exclusive
Period to June 19, 2007, to give Scopac time to discuss major
issues in its Chapter 11 case with the Timber Noteholder
representatives.

BoNY suggests that to make a Major Issues Meeting productive,
Scopac should provide significant information, including
financial information, business and harvest plans, valuation
analysis and concepts for a plan of reorganization.

The California Agencies contend that Scopac has made no showing
that four months is an appropriate time period for an extension
of the Exclusive Periods.

On the other hand, the Government urges the Court to rule on
Scopac's request based on the relevant considerations other than
any alleged need to talk with regulators about regulatory issues.  
Any regulatory issue will be addressed outside of the bankruptcy
case, the Government adds.

                       About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on Sept. 18, 2007, as extended.  The Debtors'
exclusive period to solicit acceptances of that plan expires on
Nov. 19, 2007.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
16, http://bankrupt.com/newsstand/or 215/945-7000).


PALM DRIVE: S&P Upgrades Rating on Series 2005 Revenue Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BBB' from
'C' on Palm Drive Health Care District, California's parcel tax
revenue bonds, series 2005.  The rating has been removed from
CreditWatch with negative implications; the outlook is negative.  
In addition, the rating on the district's series 2000 GO bonds was
removed from CreditWatch; the outlook is stable, although the 'C'
underlying rating on the bonds remains unchanged.
     
The action on the parcel tax revenue bonds reflects a court order
approving, in all respects, the compromise and forbearance
agreement between the district and the indenture trustee.   
Pursuant to the agreement, the parties agreed that the parcel tax
revenues are special taxes, and the indenture trustee has a first
priority right, lien and charge against all parcel tax revenues.  
Additionally, under the agreement, the indenture trustee has
agreed to forbear from declaring a default under the indenture and
from taking action to accelerate the bonds.  However, the
agreement also states that the indenture trustee is entitled to
make a declaration of acceleration if, among other things, the
district ceases to operate the hospitals.
     
"We have confirmed with the indenture trustee that it has in its
possession funds sufficient for the Oct. 1, 2007 and April 1, 2008
maturities," said Standard & Poor's credit analyst Misty Newland.
     
The 'C' rating on the GO bonds may be used to cover a situation
where a bankruptcy petition has been filed or similar action has
been taken, but payments on this obligation are being continued.   
Standard & Poor's has received assurance from the paying agent for
the GO bonds that they have received the most recent debt service
payment. The next payment is due on Aug. 1.


PDF INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: PDF, Inc.
        dba Platinum Motors
        12633 Research Boulevard
        Austin, TX 78731

Bankruptcy Case No.: 07-10899

Type of Business: The Debtor services and provides parts (O.E.M.
                  and aftermarket) for the following vehicles:
                  Bentley, Jaguar, BMW, Land Rover, Mercedes Benz
                  & Rolls Royce.  It also offers 24-hour towing
                  services.  It uses computerized diagnostic
                  equipment and computerized invoicing & service
                  record retention.  It also provides used/rare
                  parts acquisition tracking.  See
                  http://www.platinummotorsunlimited.com/

Chapter 11 Petition Date: May 18, 2007

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Barbara M. Barron, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103
                  Fax: (512) 476-9253

Total Assets: $1,314,910

Total Debts:  $1,622,609

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
D.S.C.                           value of              $181,000
3505 Wurzbach Road               security:
San Antonio, TX 78238            $82,000

Auto Link                        BMW 335i Coupe         $45,000
11311 Reeder Road
Dallas, TX 75229

Capital One Finance              2004 BMW X5            $34,000
P.O. Box 93016
Long Beach, CA 90809

Robert Bradberry                 2003 BMW X5            $27,500

Wells Fargo                      lien holder-           $25,217
                                 2003 Infinity G35

David A. Hall                    2003 Infinity          $25,217
                                 G35 Coop

Enoch Briscoe                    2003 Infinity          $24,500
                                 G35 Coop

Maksin Raschynski                1999 Jaguar SK8        $22,495

Samuel Fletcher                  2003 BMW 325           $19,874

Leonel Jimenez                   2004 Chrysler          $18,285
                                 Crossfire

Sam J. Houston                   2002 Mercedes          $17,800
                                 Benz C240

Advanta Bank                     credit card            $11,839

AutoTrader.com, L.L.C.           advertising             $6,684

D.B. Consulting, Inc.            services                $5,520

O'Reilly-First Call                                      $3,963

Manheim Auto Finance Services    value of              $127,779
                                 security:
                                 $125,000

AT&T Yellow Pages                advertising             $1,464

Cars Direct                                              $1,296

Marlin Leasing                   contract/               $1,082
                                 lease

ALLDATA                                                  $1,061


PEMCO LIFE: Capital Decline Cues A.M. Best to Lower Rating
----------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B+
(Good) from B++ (Good) and assigned an issuer credit rating of
"bbb-" to PEMCO Life Insurance Company (Seattle, WA).

The outlook for both ratings is stable.

These rating actions reflect PEMCO Life's significant decline in
its absolute capital and surplus in recent years; its statutory
net operating losses in each year for the last five years with
losses widening in 2005 and 2006; and its narrow business profile.

PEMCO Life's statutory net operating losses can be attributed to
new business strain and related expenses and an increase in its
mortality experience.  However, A.M. Best notes that PEMCO Life
maintains an adequate risk-adjusted capitalization position
relative to its insurance and investment risks for the present
ratings.

Partially offsetting these weaknesses are the company's continuing
small growth in net premiums written and the strategic benefits
gained from its property/casualty-based parent group's insurance
marketing strategy.

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


PORTRAIT CORP: Confirmation Hearing Put Off Pending Business Sale
-----------------------------------------------------------------
The hearing to consider confirmation of Portrait Corporation
of America Inc. at its debtor-affiliates' Amended Chapter 11 Plan
of Reorganization has been deferred from May 21, 2007, to an
undetermined date pending the sale of the Debtors' business to CPI
Corp. for $100 million, Bill Rochelle of Bloomberg News reports.

St Louis, Mo.-based CPI engages in the manufacture and sale of
professional portrait photography.  It owns and operates the Sears
Portrait Studios under license agreements with Sears, Roebuck and
Co.

The U.S. Bankruptcy Court for the Southern District of New York in
White Plains is set to decide on the sale on June 4, 2007, the
source says.

                Treatment of Claims Under the Plan

The Plan, as published in the Troubled Company Reporter on Feb. 8,
2007, provides that holders of Allowed Administrative Expense
Claims will be paid in full and in cash.

On the Plan's effective date, the DIP obligations will be deemed
allowed and paid indefeasibly in full in accordance with the terms
of the DIP Agreement and DIP Order.  Upon full payment of all DIP
Obligations, all liens and security interests granted to secure
those obligations will be terminated.  Provided, however, that the
particular provisions of the DIP Agreement that are specified to
survive will survive.  Existing letters of credit issued pursuant
to the DIP Agreement will be cancelled and replaced with new
letters of credit to be issued pursuant to the Exit Facility.

Holders of Allowed Priority Tax Claim will receive cash on the
later of the plan effective date or the date the claim became
allowed, or equal annual cash payments together with interest to
be determined by the Bankruptcy Court.

Holders of Class A Allowed Priority Non-Tax Claims will also be
paid in full in cash.

At the sole option of the Debtors, holders of Class B Allowed
Other Secured Claims will:

   (a) receive payment in full in cash plus post-commencement date
       interest;

   (b) have a reinstated claim;

   (c) receive the collateral securing their claim; or

   (d) receive a treatment that renders the claim unimpaired
       pursuant to Section 1124 of the Bankruptcy Code.

Holders of Class C Allowed Second Lien Notes Claims will receive,
in full satisfaction of their claim, their pro rata share of 100%
of Reorganized Portrait Corp of America common stock.

Holders of Class D Allowed Senior Notes and Other Unsecured Claims
will receive their pro rata distribution of new warrants.

Holders of Class E Allowed Convenience Class Claims will receive
1% of their allowed claim as payment.

Holders of Class F Allowed Goldman Note Claims, Class G Allowed
Old Preferred Equity Interests, Class H Allowed Old Common Equity
Interests, and Class I Allowed Old Common Subsidiary Equity
Interests will not receive anything under the plan.

Goldman Note Claims refer to:

   -- the 13.75% Senior Subordinated Notes due 2010, issued to
      GS Mezzanine Partners II L.P. and GS Mezzanine Partners II
      Offshore L.P.  These notes were guaranteed by Portrait
      Corporation of America Inc., American Studios Inc., PCA
      National LLC, PCA National of Texas LP, PCA Photo
      Corporation of Canada Inc., Photo Corporation of America
      Inc., and PCA Finance Corp; and

   -- the 16.5% Senior Subordinated Notes due 2010, issued to
      GS Mezzanine Partners II L.P. and GS Mezzanine Partners II
      Offshore L.P.

                       About Portrait Corp.

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

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


POWER EFFICIENCY: Posts $921,743 Net Loss in Qtr ended March 31
---------------------------------------------------------------
Power Efficiency Corp. reported a net loss of $921,743 on revenues
of $36,615 for the first quarter ended March 31, 2007, compared
with a net loss of $1,128,649 on revenues of $24,344 for the same
period last year.

The decrease in net loss, when compared to the prior year quarter,
is primarily due to improved gross margins, lower selling, general
and administrative expenses mainly as a result of a decrease in
payroll and payroll related costs, partly offset by the increase
in interest expenses.

The increase in interest expense is primarily related to a non-
cash finance charge related to the value of stock warrants issued
in connection with the secured notes issued on Nov. 30, 2006.  

At March 31, 2007, the company's balance sheet showed $4,322,665
in total assets, $1,995,465 in total liabilities, and $2,327,200
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?1fb9

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2007,
Sobel & Co. LLC expressed substantial doubt about Power Efficiency
Corp.'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 pointed to the company's
recurring losses from operations, use of cash for operating
activities of 2,756,724, and lack of sufficient liquidity.

                      About Power Efficiency

Headquartered in Las Vegas, Power Efficiency Corp. (OTC BB: PEFF)
-- http://www.powerefficiencycorp.com/-- designs, develops, and  
markets advanced energy saving technologies for electric motors.


PROFORMANCE INSURANCE: A.M. Best Ups Financial Strength Rating
--------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B++
(Good) from B+ (Good) and the issuer credit ratings (ICR) to "bbb"
from "bbb-"of Proformance Insurance Company.

Concurrently, A.M. Best has upgraded the ICR to "bb" from "bb-" of
Proformance's holding company, National Atlantic Holdings
Corporation (both of Freehold, NJ) [NASDAQ: NAHC].

All ratings have a stable outlook.

Proformance's positive rating attributes include increased surplus
and reduced underwriting leverage over the previous five-year
period, as well as the financial flexibility of its parent,
National Atlantic.  This financial flexibility was demonstrated by
its capital contributions to Proformance of $9 million in 2006 and
$43 million in 2005, as a result of an initial public offering.

The company also received contributed capital from the Ohio
Casualty of New Jersey, MetLife Auto & Home and Sentry Insurance
transactions, in conjunction with the renewal of New Jersey
private passenger automobile, homeowners and associated "umbrella"
policies by Proformance.  These transactions enabled Proformance
to lower its dependence on reinsurance and enhance its actuarial,
underwriting and claims staff.

Additionally, the company has implemented modest private passenger
automobile rate changes, reduced assigned Urban Enterprise Zone
business through increased voluntary writings, which have lower
loss ratios, and adjusted its tier rating plan and territorial
relativities.  Furthermore, New Jersey has passed private
passenger automobile legislation in recent years, designed to
increase market capacity and promote competition in the state, as
well as reduce fraud and lower the number of uninsured motorists.  
As a result of the company's strategic initiatives and the
improved operating environment, its earnings have trended upwards
in recent years.

Proformance's negative rating attributes include unfavorable
operating performance earlier in the previous five-year period
that was reflective of significant underwriting losses due to poor
personal automobile liability loss experience.  Loss experience
was unfavorably impacted earlier in the period as a result of
certain policies written in connection with the aforementioned
replacement carrier transactions.

Furthermore, the company has reported historically adverse loss
reserve development, although recent development trends appear to
be more favorable.

Finally, Proformance maintains a significant business
concentration as a New Jersey writer, which exposes it to market
dislocations, legislative and judicial changes and catastrophe
events.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.
   
View a list of companies related to this press release. The list
will include Best's Ratings along with links to additional company
specific information including related news and reports.


PROLINK HOLDINGS: Posts $1.8 Mil. Net Loss in Qtr. Ended March 31
-----------------------------------------------------------------
ProLink Holdings Corp. delivered its financial results for the
quarter ended March 31, 2007, to the Securities and Exchange
Commission.

The company reported a $1,873,962 net loss on $6,733,683 of total
revenues for the three months ended March 31, 2007, versus a
$329,939 of net income on $5,754,282 of total revenues for the
three months ended April 1, 2006.

Total revenues had an increase of approximately $1 million or 17%,
which was driven primarily by an increase of new system sales
volume and finance income.  Service revenue also increased 23.3%
for the three months ended March 31, 2007 to $530,877 compared to
$430,486 for the prior period due equally to the increase in the
number of total golf course customers and increased service rates.

At March 31, 2006, ProLink Holdings' balance sheet showed total
assets of $19,366,018 and total liabilities of $10,134,489,
compared to total assets of $16,601,561 and total liabilities of
$16,011,242 at April 1, 2006.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1fd1

                          About ProLink

Based in Chandler, Arizona, ProLink Holding Corp. (OTC Bulletin
Board: PLKH) -- http://www.goprolink.com/-- provides GPS system  
technology in more than 500 private and public golf courses
worldwide -- more than all of the installations of all its major
competitors combined.  Golf course partners of ProLink include
Valderrama Golf Club in San Roque, Spain, Dai-Takarazuka in Osaka,
Japan and Kapalua Resort in Maui, Hawaii.

The golf-course management companies, including Pacific Golf
Management, Meadowbrook, Kemper Sports, Evergreen Alliance Group
and Billy Casper Golf feature ProLink.  Via its international
distributors, ProLink is being adopted throughout Europe, South
Africa, the Middle East, Australia and Japan.

                         Covenant Waiver

As of March 31, 2007 and Dec. 31, 2006, ProLink Holdings violated
covenants contained under its $2,500,000 term loan with Comerica
Bank.  The covenants specified a certain cash flow coverage ratio,
a minimum net worth and a minimum leverage ratio.  The company was
granted a waiver of its year-end covenants by Comerica Bank on
April 16, 2007, in exchange for a waiver fee of $25,000 and a
$250,000 payment against the company's term loan leaving an
outstanding balance of $1,989,583 at that time.  ProLink was
granted a further waiver on May 14, 2007 for of its first quarter
covenants by Comerica Bank in exchange for a waiver fee of $25,000
and two $150,000 payments against the company's term loan payable
on June 8, 2007 and June 30, 2007, respectively.


QCA HEALTH:  A.M. Best Says Financial Strength is Fair
------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B
(Fair) from C++ (Marginal) and assigned an issuer credit rating of
"bb+" to QCA Health Plan, Inc. (Little Rock, AR).

The outlook for the FSR is revised to stable from positive, while
the outlook assigned to the ICR is stable.

The ratings reflect QCA's improved capitalization, based mainly on
the conversion of its surplus notes to preferred stock, and its
favorable operating performance over the past several years.  
These positive rating factors stem from management's expertise and
loyalty and from operating efficiencies achieved even during the
times of weaker capitalization.

These positive rating factors are partially offset by declining
membership and increasing medical loss ratio, especially in 2006,
owing to competitive pressure.  Significant projected
administrative savings, along with a reorganized portfolio of
products are the main drivers for forecasted future improvements.

Despite these offsetting rating factors, the ratings consider an
improved capital structure and provide credit to management's
guidance and QCA's track record, as well as its profitability
prospects going forward.

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


RADNOR HOLDINGS: Has Until July 17 to File Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Radnor Holdings Corporation and its debtor-affiliates' exclusive
periods to:

   a) file a plan of reorganization until July 17, 2007; and

   b) solicit acceptances of that plan until Sept. 15, 2007.

In their request, the Debtors explained that they need additional
time to file a plan because in the course of their bankruptcy
cases, they had devoted substantial time and efforts to
consummating the sale of substantially all of their assets to TR
Acquisition Co. Inc. for $95 million, based on a timeframe
permitted by the terms of the Debtors' bankruptcy financing and
the liquidity needs of their businesses.

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed  
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serve the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


REMOTEMDX INC: Posts $7,044,055 Net Loss in Qtr Ended March 31
--------------------------------------------------------------
RemoteMDx Inc. reported a net loss of $7,044,055 on net sales of
$1,649,931 for the second quarter ended March 31, 2007, compared
with a net loss of $9,257,088 on net sales of $252,415 for the
same period ended March 31, 2006.

The increase in net sales resulted primarily from the sale and
monitoring of offender tracking devices.

SecureAlert (TrackerPAL device) had net sales of $1,475,829 during
the three months ended March 31, 2007, compared to net sales of
$75,872 for the three months ended March 31, 2006.

Reagents had revenues for the three months ended March 31, 2007,
of $174,102, compared to $176,543 during the quarter ended
March 31, 2006.  The company anticipates that sales of reagent
stains will decrease in the future as a percentage of total sales.

The company reported a gross loss of $495,941 for the quarter
ended March 31, 2007, compared with a gross profit of $495,941 for
the same period last year.  The deterioration in gross profit is
mainly a result of the increase in SecureAlert's cost of goods
sold which totaled $2,033,654 or 138% of SecureAlert's net sales
during the three months ended March 31, 2007.

Research and development expenses increased to $1,934,392 for the
three months ended March 31, 2007.  Approximately $520,148 was
incurred for software and firmware enhancements of SecureAlert's
TrackerPAL device.  The balance of $1,414,244 consisted of
TrackerPAL units disposed of during the quarter that were
initially test units that had served their useful life.

Selling, general and administrative expenses decreased $514,974 to  
$3,782,843 for the three months ended March 31, 2007, when
compared to SG&A expenses of $4,297,817 during the three months
ended March 31, 2006.  The decrease relates primarily to a
decrease of $1,275,200 in consulting services, partly offset by
increases in depreciation, insurance, payroll and contract labor
expenses, and travel expenses.  

During the three months ended March 31, 2007, interest expense
decreased $4,786,023 to $272,965, when compared to interest
expense of $5,058,988 for the three months ended March 31, 2006.
The decrease is due primarily from the issuance of common stock in
settlement of various note obligations and $321,429 to record a
beneficial conversion feature.

At March 31, 2007, the company's balance sheet showed $15,112,353
in total assets, $10,591,377 in total liabilities, $3,590,000 in
SecureAlert Series A preferred stock, and $386,112, in minority
interest, and $544,864 in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $7,073,408 in total current assets
available to pay $10,591,377 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?1fc5

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 5, 2007,
Hansen, Barnett & Maxwell, in Salt Lake City, Utah, expressed
substantial doubt about RemoteMDx's ability to continue as a going
concern after auditing the company's financial statements for the
year ended Sept. 30, 2006.  Thee auditing firm pointed to the
company's recurring operating losses and accumulated deficit.

                         About RemoteMDx

Headquartered in Sandy, Utah, RemoteMDx Inc. (OTC BB: RMDX.OB) --
http://www.remotemdx.com/ -- markets, monitors and sells the  
TrackerPAL device.  The TrackerPAL is used to monitor convicted
offenders that are on either probation or parole, in the criminal
justice system.  The TrackerPAL device utilizes GPS and cellular
technologies in conjunction with a monitoring center that is
staffed 365 days a year.


ROCKAWAY BEDDING: Committee Taps NachmanHaysBrownstein as Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Rockaway Bedding Inc. and its debtor-affiliates' bankruptcy cases
asks the U.S. Bankruptcy Court for the District of New Jersey for
authority to retain NachmanHaysBrownstein Inc. as its financial
advisor, nunc pro tunc to April 25, 2007.

NachmanHaysBrownstein will:

   a. review and evaluate the current and prospective financial,
      and operational condition of the Debtors;

   b. assist the Committee in evaluating debtor-in-possession
      financing or other financings for the Debtors;

   c. assist the Committee to analyze and evaluate potential or
      other transactions or other plans and efforts to sell
      assets, recapitalize or reorganize the Debtors;

   d. assist the Committee and its counsel in evaluating and
      responding to various developments or motions during the
      course of the Debtors' Chapter 11, including providing
      expert testimony as may be acceptable to the firm;

   e. represent or assist the Committee counsel in representing
      the Committee in negotiations with the Debtors and third
      parties; and

   f. provide other services that may be requested by the
      Committee and as may also be acceptable to the firm.

Edward T. Gavin, a certified turnaround professional, is a
principal at NachmanHaysBrownstein.  He disclosed the hourly rates
of these professionals:

      Professional                    Hourly Rate
      ------------                    -----------
      Edward T. Gavin                     $425
      John Bambach, Jr.                   $425
      Jeffrey Jonas                       $350

Mr. Gavin said that other professionals from the firm might be
called upon to provide services to the Committee.  He said hourly
rates of principals, professionals and associates of the firm
range from $250 to $450 per hour.

Mr. Gavin told the Court that the firm does not hold or represent
any interest adverse to the Debtors' estates, and is a
"disinterested person" as that phrase is defined in Section
101(14) of the U.S. Bankruptcy Code.

Headquartered in Randolph, New Jersey, Rockaway Bedding Inc. --
http://www.rockawaybedding.com/-- manufactures and markets beds,  
mattresses and futons.  The company and six of its affiliates
filed for Chapter 11 protection on April 9, 2007 (Bankr. D. N.J.
Case Nos. 07-14890 through 07-14898).  David H. Stein, Esq., and
Michael F. Hahn, Esq., at Duane Morris LLP represent the Debtors
in their restructuring efforts.  The Debtors' exclusive period to
file a chapter 11 plan of reorganization expires on Aug. 7, 2007.


ROYAL SITE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Royal Site Development, L.L.C.
        2819 Powells Valley Road
        Halifax, PA 17032

Bankruptcy Case No.: 07-01540

Chapter 11 Petition Date: May 21, 2007

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff, P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


RUTGERS CASUALTY: A.M. Best Says Financial Strength is Fair
-----------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B+
(Good) from A- (Excellent) and issuer credit rating to "bbb-" from
"a-" of Merchants Insurance Company of New Hampshire, Inc.

The FSR and ICR have been removed from under review with negative
implications and assigned a stable outlook.

These rating actions are to correspond with Merchants New
Hampshire's newly formed group, American European Insurance Group.

A.M. Best has also assigned an FSR of B+ (Good) and an ICR of
"bbb-" to American European Insurance Group.  The outlook assigned
to these ratings is stable.

Additionally, A.M. Best has affirmed the FSR of B- (Fair) and
assigned ICRs of "bb-" to Rutgers Casualty Insurance Group and its
member, Rutgers Casualty Insurance Company.

The outlook for the FSR has been revised to stable from negative,
while the outlook assigned to the ICRs is stable.

Rutgers Casualty Insurance Company is a wholly-owned subsidiary of
Merchants New Hampshire.

All companies are headquartered in Cherry Hill, New Jersey.

The downgrade of Merchants New Hampshire's ratings is based on
significant execution risk in the management and integration of
Merchants New Hampshire on a going forward basis following its
March 30, 2007 purchase by American European Group, Inc.  
Merchants New Hampshire will likely be challenged to maintain its
premium volume going forward, as the company sold the renewal
rights of its in-force policies to a former affiliate, Merchants
Mutual Insurance Company, which could terminate its pooling
agreement with Merchants New Hampshire as early as December 31,
2009.  Furthermore, Merchants New Hampshire maintains a high
underwriting expense ratio, primarily due to an above average
commission structure, overhead costs and a reduction in premiums
due to a lower pooling percentage.

Finally, although underwriting results have improved in recent
years, Merchants New Hampshire's long-term underwriting results
have been unfavorable due to increased loss severity trends, the
use of scheduled credits, localized weather patterns given its
heavy northeast orientation and a high expense ratio.

Offsetting these rating factors are Merchants New Hampshire's
moderate underwriting leverage, conservative investment risk
profile and improving underwriting results in recent years.  The
underwriting results have recently benefited from favorable loss
reserve development, various underwriting actions implemented to
improve profitability and lower than normal storm activity.
Furthermore, the ratings acknowledge Merchants New Hampshire's
pooling, underwriting and claims servicing agreements with
Merchants Mutual Insurance Company, which should continue until at
least 2009.

The FSR has been downgraded to B+ (Good) from A- (Excellent) and
the ICR has been downgraded to "bbb-" from "a-" for Merchants
Insurance Company of New Hampshire, Inc.

An FSR of B+ (Good) and an ICR of "bbb-" have been assigned to
American European Insurance Group.

The FSR of B- (Fair) has been affirmed and the ICRs of "bb-" have
been assigned to Rutgers Casualty Insurance Group and its member,
Rutgers Casualty Insurance Company.

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


SAFETY-KLEEN: S&P Holds Ratings But Revises Recovery Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery ratings on
Safety-Kleen Systems Inc.'s senior secured credit facilities,
which consist of a $100 million revolving credit facility, a $60
million letter of credit facility, and a $230 million term loan.  
The loan ratings were affirmed at 'BB-' and the recovery ratings
were revised to '2' from '3', indicating expectations of
substantial (80%-100%) recovery in the event of a payment default.
      
"A reassessment of the assumptions used in our valuation approach
prompted the recovery rating change," said Standard & Poor's
credit analyst Robyn Shapiro.
     
The ratings on Safety-Kleen reflect its relatively low
profitability, pricing and volumes that are somewhat vulnerable to
industry cycles, and its aggressive capital structure without the
benefit of a track record regarding financial policies.  These
factors are partially mitigated by the company's leading market
positions in niche markets and its diversified customer base.
     
With annual revenues over $1 billion, Plano, Texas-based Safety-
Kleen provides parts cleaning services, oil recycling and re-
refining services, and industrial waste management.


SECURITIZED ASSET: Moody's May Cut Low-B Ratings After Review
-------------------------------------------------------------
Moody's Investors Service placed the ratings of five tranches
issued by Securitized Asset Backed Receivables in 2006 on review
for possible downgrade.  

The transactions under review consist of subprime, fixed- and
adjustable-rate mortgage loans originated by New Century.

These ratings are being reviewed based on a higher than
anticipated rate of delinquency in the underlying collateral
current compared to current credit enhancement levels.

Complete rating actions are:

   * Issuer: Securitized Asset Backed Receivables LLC Trust
     2006-NC1

     -- Class M-2, currently A2, on review for possible
        downgrade;

     -- Class M-3, currently A3, on review for possible
        downgrade;

     -- Class B-1, currently Baa1, on review for possible
        downgrade.

   * Issuer: Securitized Asset Backed Receivables LLC Trust
     2006-NC2

     -- Class B-4, currently Ba1, on review for possible
        downgrade;

     -- Class B-5, currently Ba2, on review for possible
        downgrade.


SHERIDAN HEALTHCARE: Likely Debt Increase Cues S&P's Neg. Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on privately held physician staffing and practice
management company Sheridan Healthcare Inc.  The rating outlook
was revised to negative from stable.
      
"The rating action reflects the anticipated increase in debt due
to the leveraged buyout of the company by Hellman & Friedman,
which will raise lease-adjusted leverage to about 7.5x," explained
Standard & Poor's credit analyst Rivka Gertzulin.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Sheridan's proposed $620 million senior secured credit
facilities (consisting of a $75 million first lien revolving
credit facility maturing 2013, a $375 million first lien term loan
B maturing 2014, and a $170 million second-lien payment-in-kind
toggle term loan maturing 2015).  The first-lien facilities are
rated 'B' with a recovery rating of '3', indicating the
expectation for meaningful (50% to 80%) recovery of principal in
the event of a payment default.  The second-lien loan was rated
'CCC+' with a recovery rating of '5', indicating the expectation
for negligible (0%-25%) recovery of principal in the event of a
payment default.  Sheridan plans to use the proceeds from the bank
debt, in addition to $370 million of cash, to fund the
$925 million leveraged buyout of the company.

The 'B' corporate credit rating reflects Sheridan's narrow
operating focus, payor concentration, and geographic
concentration.  It also reflects the company's exposure to
malpractice risk, the threat of increased competition, and
Sheridan's high debt burden. These concerns are partially offset
by the company's leading niche positions in anesthesia and
neonatology staffing, which have contributed to consistent growth.
     
Sheridan's financial profile is expected to be stretched for the
rating category.  On a pro forma basis, the company is expected to
have EBITDA margins in the mid-teens percentage area, total debt
to EBITDA between 7x and 7.5x, and EBITDA interest coverage
between 1x and 2x.


SOLUTIA INC: Seeks Up To $2,000,000,000 in Exit Financing
---------------------------------------------------------
Pursuant to its First Amended Joint Plan of Reorganization,
Solutia Inc. will seek an exit financing facility of up to
$2,000,000,000 to replace all of its existing secured debt
obligations, satisfy various bankruptcy related costs, and
provide adequate liquidity for on-going operations.

The Exit Financing Facility is expected to include some
combination of institutional term loans, a revolving loan, a
letter of credit facility, high yield bonds or second lien loans,
depending on many factors, including the strength of the capital
markets.

Jeffry N. Quinn, Solutia's current chairman, president and chief
executive officer, said that the company has not yet selected a
lead exit facility lender but has received numerous indications
of interest.

As of its bankruptcy filing, Solutia reported, on a consolidated
basis, approximately $1,200,000,000 in aggregate long-term
indebtedness, primarily consisting of secured and unsecured
notes, a bank credit facility and a synthetic lease financing
arrangement.  Solutia plans to satisfy this indebtedness
including indebtedness incurred under the DIP Credit Facility,
the Senior Secured Notes, the Euro Facility Agreement and the
Flexsys Secured Facilities Agreement from the proceeds of the
Exit Financing Facility and other sources.

Assuming an emergence on June 30, 2007, the Debtors anticipate
these sources and uses of cash:

       Anticipated Sources and Uses of Cash at Emergence
                        (in Millions)

   Sources:                        Uses:
   -------------------------       ----------------------------
   Surplus Cash         $156       DIP (Drawn)             $924
   Exit Revolver          59       Flexsys Term/Revolver    150
   Exit Term Loan B -
     USD Tranche         600       Senior Secured Notes     223
   Exit Term Loan B -
     Euro Tranche        600       Pension Funding          103
   Exit Subordinated
     Bonds               400       Euro Loan                213
   Maryville Note         20       Other cash outflows to
                                   facilitate emergence     172
   Rights Offering
     Proceeds            250       Maryville Note            20
                                   Retiree Trust            175
                                   Funding Co                75
                                   Minimum Cash Balance      30
   -------------------------       ----------------------------
   Total Sources      $2,085       Total Uses            $2,085
   =========================       ============================

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on

Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 86; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a plan expires on July 30,
2007.


SOUNDVIEW HOME: DBRS Cuts Rating on $11.2MM S. 2005-B Certs. to B
-----------------------------------------------------------------
Dominion Bond Rating Service downgraded Classes M-11 and M-12 from
Soundview Home Loan Trust 2005-B Asset-Backed Certificates, Series
2005-B:

   * $8,227,000 Asset-Backed Certificates, Series 2005-B, Class M-
     11, Downgraded BBB (low)

   * $11,218,000 Asset-Backed Certificates, Series 2005-B, Class
     M-12, Downgraded B (high)

These actions are the result of the depletion of
overcollateralization due to the lack of excess spread.

The mortgage loans consist of 100% of fixed-rate second lien
mortgage loans, which are subordinate to senior lien mortgage
loans on the respective properties.  The transaction is 18 months
seasoned with a remaining pool factor of 37.06% as of the April
2007 distribution.


STANDARD LIFE: A.M. Best Upgrades Financial Strength Rating
-----------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B++
(Good) from B+ (Good) and has assigned an issuer credit rating
(ICR) of "bbb" to Standard Life Insurance Company of Indiana
(Indianapolis, IN).  The outlook for the FSR is being revised to
stable from positive, while the outlook assigned to the ICR is
stable.

These rating actions reflect A.M. Best's continued favorable view
of the long-term commitment of the Capital Assurance Corporation
(Prospect, KY), a private investment firm, to strengthen the risk-
adjusted capitalization of Standard Life.  CAC acquired all the
capital stock and surplus debentures of Standard Life and Dixie
National on June 9, 2005.

Since its acquisition by CAC, Standard Life's statutory capital
levels have increased primarily through retained earnings,
proceeds from the sale of its non-core ordinary life segment, and
capital contributions made by CAC.  The statutory capital and
surplus growth, combined with a rebalancing of Standard Life's
asset portfolio to enhance overall liquidity, reduce mismatch risk
and improve yield has enhanced the company's risk-adjusted
capitalization.

These rating actions also reflect Standard Life's improved
asset/liability management process and hedging strategy that
support its annuity businesses.  Furthermore, recent product
development activities have been focused on insulating the company
from both spread compression and liquidity risk.

Offsetting these strengths is Standard Life's limited business
profile as a monoline annuity writer, as well as the ongoing
challenges to profitably grow its businesses in the highly
competitive fixed annuity arena.  Standard Life competes against
larger life insurance carriers with greater financial flexibility
and marketing depth, as well as other players including banks and
mutual funds.

Additionally, CAC's overall capital structure includes surplus
notes that are required to be serviced by Standard Life.  However,
A.M. Best notes that CAC's financial leverage and coverage ratios
are within the guidelines for its current ratings.

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


TECHNOCHEM LLC: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Technochem, L.L.C.
        170 Selig Drive, Southwest
        Atlanta, GA 30336

Bankruptcy Case No.: 07-67843

Type of Business: The Debtor formulates and develops coatings for
                  automotive, industrial and aerospace
                  applications.  See
                  http://www.technochemllc.com/home.php

Chapter 11 Petition Date: May 18, 2007

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: M. Denise Dotson, Esq.
                  Jones & Walden, L.L.C.
                  21 Eighth Street, Northeast
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Spectrum Atlanta, L.L.C.         value of            $1,000,000
Linda Klein,                     security:
Registered Agent                 $900,000
303 Peachtree Street,
Northeast, Suite 4300
Atlanta, GA 30308

Georgia Natural Gas                                     $30,000
P.O. Box 723908
Atlanta, GA 31139-0908

Georgia Power                                           $30,000
805-B Abernathy Boulevard
Atlanta, GA 31139-0908

Paychex                                                  $3,000

Georgia Department of Revenue    notice only                 $1

Internal Revenue Service         notice only                 $1


TELTRONICS INC: March 31 Balance Sheet Upside-Down by $2.6 Million
------------------------------------------------------------------
Teltronics Inc. reported that as of March 31, 2007, it had total
assets of $14.5 million, total liabilities of $17.1 million, and
total stockholders' deficiency of $2.6 million.

Sales for the three months ended March 31, 2007 of $9.6 million as
compared to $10.3 million reported for the same period in 2006.  
Gross profit margin for the three months ended March 31, 2007,
decreased to 36.6% from 38% reported for the same period in 2006.  
Operating expenses for the three months ended March 31, 2007, were
$4.1 million as compared to $4.2 million reported for the same
period in 2006.  The net loss for the three months ended March 31,
2007 was $1 million as compared to a net loss of $560,000 reported
for the same period in 2006.  The net loss available to common
shareholders for the three months ended March 31, 2007 was
$1.2 million as compared to $723,000 reported for the same period
in 2006.

                  Liquidity and Capital Resources

Net cash provided by operating activities for the three months
ended March 31, 2007, was $716,000, primarily the result of the
decrease in net assets of $1.6 million primarily from decreases in
accounts receivables and prepaids, offset by increases in
inventory and other assets.   Liabilities also provided $73,000
primarily from an increase in accounts payables, offset with
decreases in accrued expenses and billings in excess of costs and
estimated earning on uncompleted contracts.  Net cash used in
investing activities for the three months ended March 31, 2007,
was $24,000.   Net cashflow used in financing activities for the
three months ended March 31, 2007 was $1.4 million, which was
primarily the result of repayments on the line of credit.

As of March 31, 2007, the company has cash and cash equivalents of
$112,000, as compared to $1.1 million as of March 31, 2006.  
Working capital deficiency was $412,000 as of March 31, 2007, as
compared to an excess of $798,000 as of Dec. 31, 2006.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?1fb0

"We are disappointed in the first quarter loss," said Ewen
Cameron, Teltronics' president and chief executive officer.  "We
had a short fall of sales in March due to timing issues with
some expected orders.  We should see an increase in profit due
to in-house orders received in the second quarter, and
anticipated orders for the remainder of the year."

                         About Teltronics

Headquartered in Sarasota, Florida, Teltronics, Inc. (OTCBB:
TELT) -- http://www.teltronics.com/-- provides communications   
solutions and services for businesses.  The company manufactures
telephone switching systems and software for small-to-large size
businesses and government facilities.  Teltronics offers a full
suite of Contact Center solutions -- software, services and
support -- to help their clients satisfy customer interactions.
Teltronics also provides remote maintenance hardware and
software solutions to help large organizations and regional
telephone companies effectively monitor and maintain their voice
and data networks.  The company serves as an electronic
contract manufacturing partner to customers in the US and
overseas.

The company designs, installs, develops, manufactures and
markets electronic hardware and application software products
and also engages in electronic manufacturing services in the
telecommunication industry.  The company's products are
classified into intelligent systems management, digital
switching systems, voice over Internet protocol, customer
contact management systems and emergency response systems.
Overall operations are classified into three reportable
segments: Teltronics, Inc., Teltronics Limited (UK) and Mexico.
Its Mexico office is located at Naucalpan de Juarez.


TERWIN MORTGAGE: DBRS Rates $9.3 Million S. 2004-16Sl Certs. at B
-----------------------------------------------------------------
Dominion Bond Rating Service has placed a B (low) rating on Terwin
Mortgage Trust $9.3 million, Asset-Backed Certificates, TMTS
Series 2004-16SL, Class B-3, Under Review with Negative
Implications.

This rating was placed Under Review with Negative Implications as
a result of the increased 90-plus days' delinquency pipeline
relative to the available level of credit enhancement.


TERWIN MORTGAGE: Moody's May Cut Low-B Ratings After Review
-----------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade 13 classes of certificates from four Terwin Mortgage
Trust deals.

The transactions are backed primarily by fixed-rate closed-end
second lien mortgage loans with a small fraction of adjustable-
rate home equity lines of credit.

Due to a rise in delinquencies, the projected pipeline loss has
increased significantly and may impact the credit support for the
subordinate certificates.  The certificates are being placed on
review for downgrade based on the fact that the bonds' current
credit enhancement levels, including excess spread, are low
compared to the current projected loss numbers for the current
rating levels.

The complete rating actions are:

   * Issuer: Terwin Mortgage Trust 2004-22SL

     -- Class B-3A, current rating Ba2, under review for
        possible downgrade;

     -- Class B-3B, current rating Ba2, under review for
        possible downgrade;

   * Issuer: Terwin Mortgage Trust 2005-13SL

     -- Class B-4, current rating Baa3, under review for
        possible downgrade;

     -- Class B-5, current rating Ba2, under review for possible
        downgrade;

     -- Class B-6, current rating Ba3, under review for possible
        downgrade;

   * Issuer: Terwin Mortgage Trust 2006-1

     -- Class II-B-1, current rating A3, under review for
        possible downgrade;

     -- Class II-B-2, current rating Baa1, under review for
        possible downgrade;

     -- Class II-B-3, current rating Baa2, under review for
        possible downgrade;

     -- Class II-B-4, current rating Baa3, under review for  
        possible downgrade;

   * Issuer: Terwin Mortgage Trust 2006-6

     -- Class I-B-3, current rating Baa2, under review for
        possible downgrade;

     -- Class I-B-4, current rating Baa3, under review for
        possible downgrade;

     -- Class I-B-5, current rating Ba1, under review for
        possible downgrade;

     -- Class I-B-6, current rating Ba2, under review for
        possible downgrade.


TRANSAX INTERNATIONAL: Earns $402,005 in Quarter Ended March 31
---------------------------------------------------------------
Transax International Limited reported that its net income for the
three months ended March 31, 2007, was $402,005 compared to a net
loss of $691,704 for the three months ended March 31, 2006.

For the three months ended March 31, 2007, the company generated
$1,186,226 in revenues compared to $981,058 in revenues generated
for the three months ended March 31, 2006.  The increase in
revenues is due to the continuing installation of the company's
software and/or hardware devices containing the company's software
at the healthcare providers' locations in Brazil.

The company reported income from operations of $113,900 for the
three months ended March 31, 2007, as compared to a loss from
operations of $121,774 for the three months ended March 31, 2006,
an increase of $235,674, or 193.5%.  Although there can be no
assurances, the company anticipates that during fiscal year 2007,
the company ongoing marketing efforts and product roll out will
result in an increase in the company's net sales from those
reported during fiscal year 2006.  To support these increased
sales, the company anticipates that its operating expenses will
also increase during fiscal year 2007 as compared to fiscal year
2006.  It is, however, unable to predict at this time the amount
of any such increase in operating expenses.

For the three months ended March 31, 2007, the company recorded a
deemed preferred stock dividend of $0 compared to $800,000 for the
three months ended March 31, 2006, which related to the company's
Series A Preferred Stock. These non-cash items relate to the
embedded conversion feature of those securities and the fair value
of the warrants issued with those securities.

As of March 31, 2007, the company's current assets were $836,767
and its current liabilities were $4,825,415, which resulted in a
working capital deficit of $3,988,648.

As of March 31, 2007, the company's total assets were $2,068,692,
and its total liabilities were $5,293,144.  Stockholders' deficit
decreased from $3,528,064 at Dec. 31, 2006, to $3,224,452 at March
31, 2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1f7b

                About Transax International Limited

Based in Miami, Florida, Transax International Limited (OTCBB:
TNSX) -- http://www.transax.com/-- provides health information     
management systems to hospitals, physicians and health insurance
companies.  The company's subsidiaries, TDS Telecommunication
Data Systems LTDA provides services in Brazil; Transax Australia
Pty Ltd. operates in Australia; and Medlink Technologies Inc.
initiates research and development.


TRIBUNE CO: Fitch Keeps BB/RR2 Rating on Senior Secured Loan
------------------------------------------------------------
Fitch Ratings maintains a 'BB/RR2' rating on Tribune Co.'s revised
senior secured credit facility, including the new Tranche X
Facility.  Tribune's previously announced
US$7.015 billion First Step Tranche B Term Loan Facility was
reallocated to include:

   -- US$1.50 billion Senior Tranche X Term Loan Facility due
      2009;

   -- US$5.515 billion Senior Tranche B Term Loan Facility due
      2014.

Fitch notes that the terms of the Tranche X Facility include a
US$750 million mandatory amortization 18 months after the initial
draw with the remaining principal becoming due in two years
resulting in heightened refinancing risk.  However, given that all
senior secured facilities are guaranteed by the company's material
operating subsidiaries and secured by the capital stock of certain
subsidiaries, Fitch rates the Tranche X the same as the previously
announced first priority senior secured credit facility that Fitch
rated on May 3, 2007.

The ratings for Tribune remain on Rating Watch Negative by Fitch.


UAL CORP: Resells Previously Issued $726 Million 4.5% Senior Notes
------------------------------------------------------------------
UAL Corp. separately filed with the Securities and Exchange
Commission on May 3 and May 15, 2007, two supplements to the
prospectus dated April 23, 2007, relating to the resale by selling
security holders of up to $726,000,000 aggregate principal amount
of 4.50% Senior Limited-Subordination Convertible Notes due 2021
and shares of UAL's common stock issuable upon conversion of the
notes or in payment of accrued interest on the notes.

The notes are guaranteed on an unsecured basis by United Air
Lines, Inc., a wholly-owned subsidiary of UAL.

The Second Supplement to the Prospectus provides an updated list
of the Selling Securityholders and the total number of UAL shares
they beneficially own after the offering:

   Selling          Principal Amount of  UAL Shares   Shares Owned
   Securityholder   Notes Owned/Offered   Offered     After         
                                                      Offering
   --------------   -------------------  ----------   ------------
Agamas Continuum       $3,000,000         86,110          -
Master Fund, Ltd.

Canyon Capital         24,505,000        703,379       123,566
Arbitrage Master
Fund, Ltd.

Canyon Value            15,855,000       455,093       102,116
Realization Fund,
L.P.

Canyon Value             2,635,000        75,633        11,785
Realization MAC
18 Ltd.

Centennier Fund         70,000,000     2,009,245          -
Limited

Institutional              500,000        14,351        13,016
Benchmarks Series
Limited

Lyxor/Canyon             4,875,000       139,929        27,375
Capital Arbitrage
Fund, Ltd.

Lyxor/Canyon Value       2,500,000        71,758        35,818
Realization Fund,
Ltd.

The Canyon Value        39,130,000     1,123,167       304,075
Realization Fund
(Cayman), Ltd.

Total                 $163,000,000     4,678,665       617,751

UAL stated that the information concerning the Selling
Securityholders may change from time to time.  Any changed
information will be set forth in prospectus supplements or
amendments from time to time, if required.
  
The Selling Securityholder's notes are assumed at a conversion
rate of 28.7035 shares of UAL's Common Stock per $1,000 principal
amount of the notes and a cash payment in lieu of any fractional
shares.

The first supplement to the Prospectus is available for free at:

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

The second supplement to the Prospectus is available for free at:

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

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United  
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The company filed for chapter 11 protection on Dec. 9,
2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Wedoff
confirmed the Debtors' Second Amended Plan on Jan. 20, 2006.  The
company emerged from bankruptcy protection on Feb. 1, 2006.  At
Dec. 31, 2006, the company's balance sheet showed total assets of
$25,369,000,000 and total liabilities of $23,221,000,000.  (United
Airlines Bankruptcy News, Issue No. 138; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2007, Fitch
Ratings has affirmed the Issuer Default Ratings of UAL Corp.
and its principal operating subsidiary United Airlines Inc. at B-.


UAL CORP: United Airlines Inks Non-Cash Deal with Aloha Airlines
----------------------------------------------------------------
United Airlines, Inc., and its long-time Hawaiian airline partner,
Aloha Airlines, said they intend to expand their existing
marketing alliance in an agreement that will give United a small
minority interest in Aloha and a seat on its nine-member board,
according to Susan Carey of the Wall Street Journal.

United did not disclose how large its stake was in privately held
Aloha, Pacific Business News reports.

Stu Glauberman, a spokesman for Aloha, said the United investment
is a "non-cash deal," according to Pacific Business News.

The agreement also "expands marketing, operational and financial
opportunities for both carriers" and that the financial stake
"could expand over time," PBN reports, citing a statement issued
by United.

"It shows great stability for both airlines and sends a signal to
the local community and to employees we're going to be around for
a long time," Aloha President and CEO David Banmiller said,
according to PBN.

Mr. Banmiller stated that the changes that Aloha has already made
by becoming more efficient and attractive to travelers would make
the difference, according to PBN.  "We can produce a seat cheaper
than any other airline and we can outlast a price war," he
purportedly said.

                          About UAL Corp.

Headquartered in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United  
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The company filed for chapter 11 protection on Dec. 9,
2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Wedoff
confirmed the Debtors' Second Amended Plan on Jan. 20, 2006.  The
company emerged from bankruptcy protection on Feb. 1, 2006.  At
Dec. 31, 2006, the company's balance sheet showed total assets of
$25,369,000,000 and total liabilities of $23,221,000,000.  (United
Airlines Bankruptcy News, Issue No. 138; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2007, Fitch
Ratings has affirmed the Issuer Default Ratings of UAL Corp.
and its principal operating subsidiary United Airlines Inc. at B-.


UBS 400: Moody's Lifts Rating to Aaa on Two Note Classes
--------------------------------------------------------
Moody's Investors Service upgraded the ratings of UBS 400 Atlantic
Street Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-C1A as:

   -- Class B-1, $7,500,000, upgraded to Aaa from Baa1;
   -- Class B-2, $4,200,000, upgraded to Aaa from Baa2;
   -- Class B-3, $5,000,000, upgraded to Aaa from Baa3;
   -- Class B-4, $4,235,000, upgraded to Aaa from Ba1; and
   -- Class B-5, $8,844,309, upgraded to Aaa from Ba2;

The Certificates are collateralized by a subordinate mortgage note
originally secured by 400 Atlantic Street, a 500,000 square foot
office building located in Stamford, Connecticut.  Moody's is
upgrading Classes B-1, B-2, B-3, B-4 and B-5 due to the borrower's
election on May 18, 2007 to defease the loan with U.S. Government
securities.  The loan matures on Jan. 11, 2012 and the borrower
has given the servicer notice of its intent to prepay the loan on
Nov. 11, 2011, as provided for in the loan documents.


US AIRWAYS: Pilots Object to Concessionary Proposal; Start Strike
-----------------------------------------------------------------
The U.S. Airways pilots of the former America West, who are
represented by the Air Line Pilots Association, International,
initiated Operation Rolling Thunder this week to bring their fight
for a fair contract to the traveling public.  The pilots will
picket the Los Angeles International Airport on May 22, 2007,
Phoenix Sky Harbor International Airport on May 24, 2007, and Las
Vegas McCarran International Airport on May 26, 2007.

In its press release, ALPA argued that U.S. Airway's management
had an opportunity recently to make significant progress toward
merging the two operations when they provided their first
comprehensive economic proposal to the pilots; the parties have
been engaged in joint negotiations for a fair, single contract for
the past 18 months.  "Unfortunately, management stuck true to form
and squandered the opportunity by providing the pilots with a
woefully inadequate proposal," complained ALPA.

America West and US Airways continue to operate separately, which
is a disservice to the U.S. Airways employees and passengers who
were promised a seamless airline when the merger was announced
nearly two years ago, ALPA said.

"It's unconscionable that US Airways management expects their
labor groups to pay for this merger," said Captain John McIlvenna,
America West MEC Chairman.  "Senior management was quick to point
out publicly that their proposal contained a meager pay raise;
however, they conveniently forgot to mention that this raise would
be paid for by gutting key sections of our current contract.  Such
antics seem to be in line with management's mantra of 'lie, deny
and justify.'  Our operations are a disaster, employee morale is
at an all-time low, and our passengers are bearing the brunt of
management's failed attempts to implement patchwork solutions."

During the industry downturn following 9/11, the pilots of America
West and U.S. Airways agreed to significant reductions in pay,
benefits, and work rules to satisfy bankruptcy court provisions
and severe ATSB loan restrictions.  ALPA said that these
sacrifices were made to ensure the survivability of US Airways,
not to support inflated management compensation packages.

U.S. Airways' financial success is undeniable, ALPA claimed.  
After the merger of U.S. Airways and America West, the airline
quickly became prosperous, posting an operating profit of $507
million in 2006.  U.S. Airways CEO Doug Parker received $14.4
million in compensation and benefits for 2006 and was also the
highest-paid airline CEO in 2005.

Operationally, however, U.S. Airways' performance has been dismal,
and passengers are growing weary of the airline's inability to
deal with these issues that cannot be addressed simply by
implementing quick-fix service initiatives.  Merging America West
and U.S. Airways into a single airline would go a long way in
eliminating many of the core operational issues and would allow
management to capture additional synergies for US Airways'
passengers, investors and employees, ALPA asserted.

                      About US Airways Group

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE:
LCC) -- http://www.usairways.com/-- primary business activity is
the ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Standard & Poor's Ratings Services assigned its 'B' rating to US
Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated.


VICTORIA BRIDGES: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Victoria Bridges, L.L.C.
        17290 Ridge Canyon Drive
        Riverside, CA 92506

Bankruptcy Case No.: 07-12746

Chapter 11 Petition Date: May 18, 2007

Court: Central District Of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: William S. Gebbie, Esq.
                  4480 Main Street
                  Riverside, CA 92501
                  Tel: (951) 294-1707

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Carmen Kurceba                                          $50,000
17290 Ridge Canyon Drive
Riverside, CA 92506

Hunsaker & Associates                                   $38,000
2900 Adams Street,
Suite A-15
Riverside, CA 92506

Earth Techniques                                        $26,500
41659 Date Street,
Suite 202
Murrieta, CA 92562

E. Dietrich Dragton                                     $20,000

Robert J. Lung & Associates                             $12,546


WELWIND ENERGY: Posts CDN$1,188,328 Net Loss in Qtr Ended March 31
------------------------------------------------------------------
Welwind Energy International Corporation reported a net loss of
CDN$1,188,328 for the first quarter ended March 31, 2007, compared
with a net loss of CDN$161,361 for the same period last year.

Revenue increased to CDN$82,575 for the first quarter of 2007,
compared with revenues of CDN$37,528 for the same period in 2006.

General and administrative expenses incurred during the three
months ended March 31, 2007, totaled $1,198,793.  These expenses
were incurred primarily for accounting, audit and legal fees, and
business consulting fees.

At March 31, 2007, the company's balance sheet showed
CDN$3,093,627 in total assets, CDN$430,389 in total liabilities,
and CDN$2,663,238 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?1fce

                       Going Concern Doubt

Manning Elliott LLP, in Vancouver, Canada, expressed substantial
doubt about Welwind Energy International Corporation'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
significant operating losses and the need for additional
equity/debt financing to sustain operations.

                       About Welwind Energy

Welwind Energy International Corp., fka Vitasti Inc., (OTCBB:
WWEI) was founded in 2005 to build, own and operate wind farms on
an international scale.  Its current projects include bridging the
North America-China link by building wind farms in China along the
South China Sea.  


WENDY'S INT'L: Will Offer P&G's Folgers Coffee for Breakfast
------------------------------------------------------------
Wendy's International Inc. will start serving Procter & Gamble's
Folgers coffee for breakfast in June at 160 of its 6,300 North
American restaurants as part of its strategy to increase sales,
according to various reports.

Various papers relate that the Wendy's Custom Bean by Folgers
Gourmet Selections, prepared using P&G's Custom Cafe brewing
machines, will be offered throughout the day in restaurants
serving breakfast.

Wendy intends to serve breakfast at 20% to 30% of its restaurants
in North America by the end of 2007.

                          Possible Sale

In addition, the chain disclosed the employment of JPMorgan Chase
& Co. and Lehman Brothers Holdings Inc. to assess a possible sale.  
Bloomberg News reports that billionaire Nelson Peltz, Wendy's
largest shareholder, asserts that the chain seek ways to increase
its share price.
                          About Wendy's

Headquartered in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- and its subsidiaries   
operate, develop, and franchise a system of quick service and fast
casual restaurants in the Americas, Asia, the Pacific Rim, Europe
and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Standard & Poor's Ratings Services placed its ratings for Dublin,
Ohio-based Wendy's International Inc., including the 'BB+'
corporate credit rating, on CreditWatch with negative
implications.

Moody's Investors Service placed all ratings of Wendy's
International, Inc. on review for possible downgrade, including:
Corporate family rating of Ba2; Senior unsecured notes rated Ba2;
Senior unsecured shelf registration rated (P)Ba2; Subordinated
shelf registration rated (P)Ba3; and Preferred stock shelf
registration rated (P)B1.


WILLIAMS COMPANIES: Sale Agreement Cues Fitch's Outlook Change
--------------------------------------------------------------
Ratings has affirmed the debt and Issuer Default Ratings of The
Williams Companies, Inc., Transcontinental Gas Pipe Line Corp. and
Northwest Pipeline Corp. and revised the Rating Outlook on all
entities to Positive from Stable:

The Williams Companies, Inc.

   -- Long-term Issuer Default Rating at 'BB+';
   -- Senior unsecured debt at 'BB+'.
   -- Junior subordinated convertible debentures at 'BB-'.

Transcontinental Gas Pipe Line Corp.

   -- Long-term Issuer Default Rating at 'BBB-';
   -- Senior unsecured debt at 'BBB-'.

Northwest Pipeline Corp.

   -- Long-term Issuer Default Rating at 'BBB-';
   -- Senior unsecured debt at 'BBB-'.

WMB has announced that it has entered into an agreement to sell
substantially all of its remaining power assets to Bear Stearns
for US$512 million.  Fitch believes that the transaction, which is
expected to close in the next six months, will lower business risk
by alleviating the historically heavy cash collateral and letter
of credit requirements of the business.  The Rating Outlook
revision reflects this reduction of business risk in addition to
the ongoing strong financial and operating performance and growth
of WMB's remaining core business segments.  In particular, WMB has
seen positive results at its natural gas exploration and
production unit where finding & development costs and organic
reserve replacement have been near the best of its peer group.  
Also reflected in the change in Rating Outlook is WMB's solid
liquidity position and limited debt refinancing risk through 2010
as well as the expectation for continued stable cash flow
generation from WMB's core natural gas pipeline businesses.

The ratings of WMB continue to reflect substantially de-leveraged
balance sheet and improvement in consolidated credit metrics.  The
ratings on WMB's pipeline subsidiaries reflect NWP's and TGPL's
strong individual operating and financial profiles, offset by the
structural and functional ties between these entities and their
ultimate parent WMB.  Stand-alone credit measures at both NWP and
TGPL have continued to remain healthy despite higher dividend
payments to WMB and moderate growth spending and remain consistent
with strong investment grade parameters.

Key risk factors incorporated into WMB's ratings continue to
include commodity price volatility embedded in WMB's E&P unit and
certain phases of the company's midstream business.  WMB
management has demonstrated a clear appetite to boost capital
spending to further expand E&P and midstream production capacity
at the peak of the commodity cycle.  Leverage while declining,
nevertheless, remains high and the company has significant capital
expenditure plans, which may limit free cash flow and limit
further debt reduction.  Fitch notes that WMB's near-term capital
budget will be funded in part by continued large drop-downs of
assets to WMB's master limited partnership, Williams Partners L.P.


WILLIAM COMPANIES: Moody's May Upgrade Ratings After Review
-----------------------------------------------------------
Moody's Investors Service placed ratings for The Williams
Companies, Inc. (Williams, Ba2 Corporate Family Rating) under
review for possible upgrade.

This action reflects when William intends to sell substantially
all of its merchant power generation operations.  

Moody's also placed the ratings of Williams' natural gas pipeline
subsidiaries under review for possible upgrade:

   -- Williams Gas Pipeline Company, LLC (Ba1 Corporate Family
      Rating);

   -- Transcontinental Gas Pipe Line Corporation (Transco, Ba1
      senior unsecured); and

   -- Northwest Pipeline Corporation (Northwest, Ba1 senior
      unsecured).

LGD assessments are also subject to change.  The ratings of
Williams Partners LP (WPZ, Ba3 Corporate Family Rating) were not
affected by this rating action.  The power sale should close in
the next six months and Moody's expects to conclude the ratings
review in a similar time frame.

The review for upgrade reflects the positive benefits Williams
receives from exiting its power business, which include improved
leverage and lower volatility of cash flow and earnings. Williams
incurs approximately $400 million in annual tolling payments that
result in higher adjusted debt and leverage.  The power business
creates additional volatility from its power sales contracts and
hedging transactions, which requires Williams to maintain
substantial liquidity for letters of credit and other adequate
assurance.  Moody's has indicated it believes the power business
lowers Williams' CFR by one notch.  Assuming Williams disposes of
substantially all its power obligations, Moody's expects the
ratings review to result in a one notch upgrade once the power
sale closes.

In addition to the power sale, Moody's ratings review will
evaluate Williams' fundamental operating and financial metrics and
near-term trends in its core natural gas businesses to consider
whether the company's overall performance warrants an additional
one notch upgrade.  Moody's recognizes Williams' growing natural
gas production in its E&P segment and its leading cost structure
metrics.  However, these benefits are tempered by the relative
concentration in Williams' E&P business.  Williams' midstream
business continues to benefit from robust gas processing spreads
and expected growth from its organic development projects, offset
by its higher commodity price exposure.  Growth in both the E&P
and midstream segments is tempered by Williams' higher capital
spending resulting in negative free cash flow, which will factor
into Moody's review.

In addition to the quantitative analysis of Williams' performance
without the power business, consideration of a ratings upgrade to
Baa3 will include Moody's assessment of management's willingness
to manage the company in a manner consistent with an investment
grade rating.  This includes the company's growth strategy, both
through organic development as well as by potential acquisitions.  
Williams' financial policies will be an important consideration,
including leverage targets, capital spending plans, dividend
policy and share repurchases. Furthermore, Moody's will evaluate
the risk of shareholder pressure and the likelihood that Williams
would take actions that benefit stockholders to the detriment of
debt holders such as a leveraging acquisition or substantial stock
buyback.

Williams' interstate natural gas pipelines provide significant
stability to the company's overall credit profile.  Both Transco
and Northwest filed rate cases with the FERC last year and
Williams began charging new tariffs, subject to refund, in the
first quarter.  Northwest has settled its rate case with
regulators and shippers while Transco continues to negotiate a
settlement.  The ratings review will assess the timing and
likelihood of a favorable Transco rate case settlement analogous
to the returns implied in the Northwest settlement.  Moody's
expects the review could result in Transco's and Northwest's
ratings being two notches higher than Williams' corporate rating.

The Williams Companies, Inc., headquartered in Tulsa, Oklahoma, is
an integrated natural gas company with operations in interstate
natural gas pipelines, midstream gas, E&P and electric power
generation.


WILLIAMS COMPANIES: Sale of Power Segment Cues S&P's Pos. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit ratings on The Williams Companies Inc. and its affiliates
on CreditWatch with positive implications.
     
The rating action reflects the announced sale of Williams' power
business segment to Bear Stearns for $512 million and the
potential, upon close of the transaction, of higher ratings for
Williams and its subsidiaries.
      
"Through the sale of its power unit, Williams relieves itself of
more than $2 billion in imputed debt, while giving up operating
cash flows that were volatile and frequently negative," said
Standard & Poor's credit analyst Charles J. LaPorta.
     
In addition, Williams' management estimates the sale will relieve
the company of about $350 million in collateral postings for its
mark-to-market power transactions.
     
This, in combination with its marginless credit facility at the
exploration and production unit, leaves the company with
significant liquidity--roughly $3.9 billion in total primary
liquidity at the end of the first quarter.
      
"We will continue our surveillance through the close of the
transaction by observing the progress in the remaining segments'
financial performance and monitoring any changes in capital
discipline and capital structure," said Mr. LaPorta.


WILLIAMS PARTNERS: Inks Amended Credit Agreement with Citibank
--------------------------------------------------------------
Williams Partners L.P. and its affiliates, together with Citibank
N.A. have entered into an agreement modifying the pricing grid to
amend a credit agreement, dated as of May 1, 2006.

The pricing grid determines what pricing applies to loans made
under the credit agreement and extends the maturity date of that
agreement to May 1, 2012.

Williams Partners GP LLC serves as the general partner of the
company, holding a 2% general partner interest and incentive
distribution rights in the Partnership.

According to the company, Williams Partners currently directly or
indirectly owns:

   i. 100% of the General Partner, which allows it to control the
      Partnership and own the 2% general partner interest and
      incentive distribution rights in the Partnership;

  ii. an approximate 21% limited partnership interest in the
      Partnership; and

iii. 100% of TGPL and NWP.

Certain officers and directors of the General Partner serve as
officers and directors of Williams, TGPL and NWP.  

The company said that they are a party to an omnibus agreement
with Williams and its affiliates that governs the Partnership's
relationship with them regarding reimbursement and indemnification
for certain matters, including certain general and administrative
expenses and certain environmental liabilities, and a license for
the use of certain software and intellectual property.

The company is also party to a $20 million working capital loan
agreement where Williams is the lender and the Partnership is the
borrower.


WOODWIND & BRASSWIND: Section 341(a) Meeting Scheduled for June 5
-----------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Dennis
Bamber Inc. dba The Woodwind & The Brass' creditors at 11:00 p.m.,
on June 5, 2007, at One Michiana Square, 5th Floor (South Bend).  

This is the first meeting of creditors after the Debtors' chapter
11 case was converted to a Chapter 7 liquidation proceeding.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in South Bend, Indiana, The Woodwind & the
Brasswind -- http://www.wwbw.com/-- sells musical instruments   
and accessories.  The Company filed for chapter 11 protection
on Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  On May 10,
2007, the Court converted the Debtors' case to a Chapter 7
proceeding.      

Gregg M. Galardi, Esq., Mark L. Desgrosseilliers, Esq., Matthew P.
Ward, Esq., and Sarah E. Pierce, Esq.; and Russell C. Silberglied,
Esq., and Russell C. Silberglied, Esq., at Richards Layton &
FInger, represent the Debtor.  Donald J. Detweiler, Esq., Victoria
Watson Counihan, Esq., and Nancy A. Peterman, Esq., at Greenberg
Traurig, LLP; and Joseph H. Huston, Jr., Esq., and Thomas G.
Whalen Jr., Esq., at Stevens & Lee, P.C., represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, they estimated assets and debts
between $1 million and $100 million.


WOODWIND & BRASSWIND: Court Okays Bradley & DeRose as Attorneys
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
gave Joseph D. Bradley, Esq., the Chapter 7 Trustee appointed in
Dennis Bamber Inc. dba The Woodwind & The Brasswind's bankruptcy
case, to employ himself and Aladean M. DeRose, Esq., as his
attorneys.

Messrs. Bradley and DeRose will:

     a. assist the Trustee in the identification and recovery of
        assets of the Debtor's estate, including bank accounts,
        receivables, interest in life insurance policies and other
        intangibles;

     b. assist the Trustee in the identification and recovery of
        fraudulent transfers and preference payments, if any;

     c. assist the Trustee in the determination of the priority
        and extent of administrative, priority, secured and
        unsecured claims of creditors; and

     d. prepare on behalf of your trustee all necessary petitions,
        applications, orders, contracts, bills of sale, reports
        and other papers as required to complete the
        administration of this bankruptcy estate.

Documents filed with the Court did not disclose Messrs. Bradley
and DeRose's compensation rates.

Messrs. Bradley and DeRose assure the Court that they do not hold
any interest adverse to the Debtor's estate and is a disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Messrs. Bradley and DeRose can be reached at:

     Joseph D. Bradley, Esq.
     Aladean M. DeRose, Esq.
     105 E. Jefferson Blvd., Suite 512
     South Bend, IN 46601
     Tel: (574) 234-5091
     http://www.mindspring.com/

Headquartered in South Bend, Indiana, The Woodwind & the
Brasswind -- http://www.wwbw.com/-- sells musical instruments   
and accessories.  The Company filed for chapter 11 protection
on Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  On May 10,
2007, the Court converted the Debtors' case to a Chapter 7
proceeding.      

Gregg M. Galardi, Esq., Mark L. Desgrosseilliers, Esq., Matthew P.
Ward, Esq., and Sarah E. Pierce, Esq.; and Russell C. Silberglied,
Esq., and Russell C. Silberglied, Esq., at Richards Layton &
FInger, represent the Debtor.  Donald J. Detweiler, Esq., Victoria
Watson Counihan, Esq., and Nancy A. Peterman, Esq., at Greenberg
Traurig, LLP; and Joseph H. Huston, Jr., Esq., and Thomas G.
Whalen Jr., Esq., at Stevens & Lee, P.C., represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, they estimated assets and debts
between $1 million and $100 million.


XEROX CORP: Completes $1.1 Billion Senior Unsecured Note Offering
-----------------------------------------------------------------
Xerox Corporation closed a $1.1 billion offering of senior
unsecured notes due in 2012 and bearing a coupon of 5.5 percent.

The offering was "upsized" from the initial $750 million offering
announced previously and follows last week's investment grade
rating upgrade from Standard and Poor's Rating Services.  Xerox is
also rated investment grade by Moody's Investors Service and Fitch
Ratings.

Proceeds from the offering will be used to repay the company's
recent borrowings under its interim bridge credit facility.

"This successful transaction reflects investors' interest in the
strength of Xerox's financial position and our consistent delivery
of solid operating cash flow and steady earnings growth," said
Lawrence A. Zimmerman, chief financial officer of Xerox.

Citi Markets & Banking, JPMorgan and Merrill Lynch and Co. are
acting as joint book-running managers for the offering.  Offers
for the notes are to be made only through the prospectus.

                         About Xerox Corp.

Headquartered in Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets,
services and finances a range of document equipment, software,
solutions and services.  Xerox operates in over 160 countries
worldwide and distributes products in the Western Hemisphere
through divisions, wholly owned subsidiaries and third-party
distributors.  The company maintains operations in France,
Japan, Italy, Nicaragua, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Stamford, Connecticut-based Xerox Corp. to positive from stable.
Ratings on the company, including the 'BB+' long-term and 'B-1'
short-term corporate credit ratings, were affirmed.

As reported in the Troubled Company Reporter on Apr. 4, 2007,
Xerox and Global Imaging Systems Inc. entered into a definitive
agreement for Xerox to acquire Global Imaging for $29 per share in
cash.  The total purchase price is expected to be about $1.5
billion.

The move prompted Standard & Poor's Ratings Services to place its
ratings on Xerox Corp., including the 'BB+' corporate credit
rating, on CreditWatch with positive implications.

According to S&P credit analyst Molly Toll Reed, the CreditWatch
placement reflects S&P's expectation that Xerox has the ability to
fund the acquisition with a combination of existing cash and
short-term debt, with negligible impact on Xerox's financial
profile by the end of fiscal 2007.

Following completion of the acquisition, which is expected to
occur in the second quarter of fiscal 2007, the corporate credit
rating would be raised to 'BBB-' with a stable outlook, the rating
agency said.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Social
         La Brasserie, Toronto, Ontario
            Contact: 416-867-2300 or http://www.turnaround.org/


May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Scotch & Cigar Night
         Buena Vista Cigar Club, Beverly Hills, California
            Contact: 310-458-2081 or http://www.turnaround.org/

May 24-25, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Fourth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt
            Market
               Le Meridien Piccadilly Hotel - London, UK
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona and RMA Joint Meeting
         Hotel Valley Ho, Scottsdale, Arizona
            Contact: http://www.turnaround.org/

May 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA - ANZ Great Debate
         ANZ Bank, Sydney, Australia
            Contact: http://www.turnaround.org/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting and Casino Night
         Mayfair Farms, West Orange, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series
         E&Y Tower, Calgary, Alberta
            Contact: http://www.turnaround.org/

May 31 - June 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual TMA Southeast Regional Conference
         Marriott Resort at Grande Dunes
            Myrtle Beach, South Carolina
               Contact: http://www.turnaround.org/

May 31 - June 2, 2007
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Baltimore, Maryland
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 4, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA NY Golf & Tennis Outing
         Fresh Meadow Country Club, Lake Success, New York
            Contact: 646-932-5532 or http://www.turnaround.org/
  
June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
        JW Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://http://www.airacira.org/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, New Jersey
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament
         Northview Golf and Country Club, Vancouver, British
            Columbia
               Contact: 206-223-5495 or http://www.turnaround.org/

June 7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Event - Networking
         University Club, Portland, Oregon
            Contact: 206-223-5495 or http://www.turnaround.org/

June 7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Looking Over the Edge, Successful Resolutions out of
         Bankruptcy
            IDS Center, Minneapolis, Minnesota
               Contact: http://www.turnaround.org/

June 7-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mealey's Asbestos Bankruptcy Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

June 14, 2007
   BEARD AUDIO CONFERENCES
      IP Rights In Bankruptcy
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

June 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      ACG/TMA Annual Pacific Northwest Golf Tournament
         Washington National Golf Club, Auburn, Washington
            Contact: 206-223-5495 or http://www.turnaround.org/

June 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Economic Update at the 1/2 Year Mark
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Clarion Hotel, Princeton, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

June 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Charity Golf Outing
         Harborside International, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

June 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bank Workout Panel
         Oak Hill Country Club, Rochester, New York
            Contact: http://www.turnaround.org/  

June 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual TMA Toronto Golf Social
         Board of Trade Country Club, Woodbridge, Ontario
            Contact: 416-867-2300 or http://www.turnaround.org/


June 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Valuing Distressed and Troubled Companies
         Denver Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/  

June 21, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Corporate Reorganization Conference
         (2nd Annual IWIRC Woman of the Year Award)
            Chicago, Illinois
               Contact: http://www.iwirc.org/

June 21, 2007
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      Career Chat: Emerging Careers in Distressed Securities
         New York, New York
            Contact: http://www.nyssa.org/

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

June 25-26, 2007
   STRATEGIC RESEARCH INSTITUTE
      10th Annual Distressed Debt Investing Summit
         Helmsley Hotel, New York, New York
            Contact: http://www.srinstitute.com/

June 26, 2007
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy: Unwinding The Deal
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

June 26-27, 2007
   AMERICAN CONFERENCE INSTITUTE
      Distressed Condo Projects: Turnaround and Workout Strategies
         Trump International Sonesta Beach Resort
            Sunny Isles, Florida
               Contact: http://www.americanconference.com/   

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: http://www2.nortoninstitutes.org/

July 5, 2007
TURNAROUND MANAGEMENT ASSOCIATION
   SummerFest
      Milwaukee's Lake Front, Milwaukee, Wisconsin
         Contact: 815-469-2935 or http://www.turnaround.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mystic Blue Boat Cruise
         Navy Pier, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Networking Event
         Location TBA, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Charity Networking Event
         Loews Hotel, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23-24, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Financial Restructuring 101 & 102
         The Flatotel, New York, New York
            Contact: http://www.frallc.com/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, South Carolina
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Social Event
         Crystal Lake Golf Club, Lakeville, Minnesota
            Contact: 612-708-0258 or http://www.turnaround.org/

July 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Golf Tournament
         Kings Deer Golf Club, Monument, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

July 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, Florida
                  Contact: http://www.turnaround.org/

Aug. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 9, 2007  
   BEARD AUDIO CONFERENCES
      Technology as a Competitive Advantage For Today's Legal
         Processes
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

Aug. 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Aug. 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Brew Pub & Pool Social
         Wynkoop Brewing Company, Denver, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

Aug. 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, Illinois
            Contact: http://www.nabt.com/

Aug. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Aug. 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs,
            New York
               Contact: http://www.turnaround.org/

Sept. 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, Nevada
               Contact: http://www.abiworld.org/

Sept. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lean Transformation at Current and Other Case Studies
         Denver Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 5, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown University Law Center
            Washington, District of Columbia

Oct. 9-10, 2007
   IWIRC
      Orlando, Florida
         IWIRC Annual Fall Conference
            Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Educational Program at NCBJ
         Orlando World Marriott, Orlando, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/  

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Mixer
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495 or http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver
            Contact: 206-223-5495 or www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
        TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 29, 2007
   TMA Arizona Chapter Meeting
      TURNAROUND MANAGEMENT ASSOCIATION
         Contact: http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495 or http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

April 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/
  
BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues  
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis
      Plaguing Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today's Legal
      Processes
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                             *********

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 ***