TCR_Public/070606.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, June 6, 2007, Vol. 11, No. 133

                             Headlines

534 LAS AMERICAS: Case Summary & 40 Largest Unsecured Creditors
ACAS CRE: S&P Rates $5.87 Million Class L Certificates at BB-
ACCREDITED HOME: Signs $400 Million Merger Deal with Lone Star
ACTUANT CORP: S&P Rates Proposed $250MM Sr. Unsecured Notes at BB-
AIRGAS INC: Cash Flow Protection Measures Cue S&P's Pos. Outlook

AIRTRAN AIRWAYS: ISS Urges Midwest Shareholders to Vote Nominees
ALL AMERICAN: Rock River Wins Auction to Buy Operating Assets
ALLEN SYSTEMS: S&P Rates Proposed $340 Million Loans at B
ALLIANCE NIM: DBRS Places BB Ratings on 2 Series 2007-OA1 Notes
ALPINE SECURITIZATION: DBRS Rates $125 Million Facility at BB

AMF BOWLING: S&P Lowers Rating on Proposed $285MM Facilities to B
ASC INC: Court Approves Sale of Business to Hancock Park
ATLAS PIPELINE: S&P to Holds Negative Watch Despite Anadarko Deal
AVAYA INC: Inks Merger Agreement with Silver Lake and TPG Capital
BALLY TOTAL: Closes Sale of Canadian Fitness Centers

BCI: To Make $40.98 Million Final Distribution on June 27
BECO JOINT: Voluntary Chapter 11 Case Summary
BEST MANUFACTURING: Ch. 7 Trustee Hires Norris as Special Counsel
BRISTOW GROUP: S&P Rates $250 Million Senior Notes at BB
BUCYRUS INT'L: S&P Revises Recovery Ratings on Credit Facilities

CA INC: Case Dismissal Prompts S&P to Revise Outlook to Stable
CALPINE CORP: Greenfield Unit Obtains $650 Million Financing
CATHOLIC CHURCH: Spokane Emerges from Bankruptcy
CATHOLIC CHURCH: San Diego Wants Lease-Decision Period Extended
CATHOLIC CHURCH: San Diego Panel Wants KPMG as Accountant

CATHOLIC CHURCH: Davenport Wants to Sell Farm for $310,000
CENTRAL PARKING: S&P Affirms B Corporate Credit Rating
COLLINS & AIKMAN: Plan Confirmation Hearing Postponed to July 12
COMMONWEALTH EDISON: S&P Lowers Corporate Credit Rating to BB
COMMUNITY HEALTH: S&P Holds Negative Watch on Pending Triad Buy

CREDIT SUISSE: S&P Puts Developing Watch on 3 Certificates' Rating
CRICKET COMMS: S&P Holds Junk Rating on $1.035 Billion Sr. Notes
DAKOTA ARMS: Court Converts Chapter 11 Case to Chap. 7 Liquidation
DORAL FINANCIAL: Receives $610 Million Offer from FBOP
DURA AUTOMOTIVE: Wants Two Remaining Key Leases Assumed

DURA AUTO: Court Extends Exclusive Plan-Filing Period to Sept. 30
ENERGY PARTNERS: Sells Onshore South Louisiana Assets for $71.7MM
GRANITE BROADCASTING: Completes Reorganization Plan
FENDER MUSICAL: S&P Rates New $100 Million Term Loan at B+
ENTERGY NEW ORLEANS: S&P Lifts Corporate Credit Rating to BBB-

FINANCE AMERICA: S&P Downgrades Ratings on Three Certificates
FLEXTRONICS INTERNATIONAL: Inks Agreement to Acquire Solectron
FLEXTRONICS INTERNATIONAL: Solectron Bid Cues S&P's Negative Watch
FRENCH LICK: Financial Filing Delays Cue S&P to Junk Credit Rating
FUTUREMEDIA PLC: Completes Equity Private Placement

GARSON RESTAURANT: Voluntary Chapter 11 Case Summary
GMAC COMMERCIAL: S&P Upgrades Ratings on 12 Certificate Classes
GOODYEAR TIRE: S&P Lifts Ratings on Two Certificate Classes to B
HEALTHMARKETS INC: Reduced Flexibility Cues S&P's Negative Outlook
HEMOSOL CORP: Court Extends CCAA Protection to June 28

HOMETOWN COMMERCIAL: S&P Rates $738,000 Class M Certificates at B-
HOVNANIAN ENT: Posts $30.7 Million Net Loss in Qtr. Ended April 30
INSIGHT HEALTH: Taps Kay Scholer as Bankruptcy Counsel
INSIGHT HEALTH: Taps Richards Layton as Local Counsel
INSIGHT HEALTH: Files Schedules of Assets and Liabilities

INSIGHT HEALTH: Services Files Schedules of Assets and Liabilities
INVISTA B.V.: S&P Lifts Rating on $2.05 Billion Facility to BB+
ISP CHEMCO: S&P Affirms B+ Loan Rating on $1.52 Billion Facility
JEAN COUTU: Exercises Early Payment Right for 7.625% Senior Notes
JORAN REALTY: Court Sets Auction for Harder Hall on July 18

LEAP WIRELESS: S&P Affirms B- Corporate Credit Rating
LIBERTY BRANDS: U.S. Trustee Unable to Form Creditors' Committee
LIBERTY BRANDS: Files Schedules of Assets and Liabilities
LINDHURST INVESTMENTS: Voluntary Chapter 11 Case Summary
LONDON GROUPS: Case Summary & Three Largest Unsecured Creditors

BRYN MAWR: Notes Redemption Prompts S&P to Withdraw Ratings
MEYER-SUTTON: Files Chapter 11 Petition in Georgia
MEYER-SUTTON HOMES: Case Summary & 20 Largest Unsecured Creditors
MICHELINA'S INC: Weak Performance Cues S&P to Cut ratings to B
MILLENIUM ACQUISITIONS: Voluntary Chapter 11 Case Summary

MORGAN STANLEY: S&P Lifts Ratings on $3MM Class A-4 Notes to B
MTR GAMING: Seeks Noteholders' Approval on Indenture Amendments
MUSICLAND HOLDING: Plan Confirmation Hearing Moved to June 14
MUSICLAND HOLDING: Fox Wants Panel's Claim Objection Overruled
NEFF CORP: Lightyear Fund Completes $900 Million Buyout

NOVELIS INC: Hindalco Acquisition Cues S&P to Remove Watch
OMI CORP: S&P Retains Negative Watch on BB+ Ratings
PAUL THORNTON: Case Summary & Three Largest Unsecured Creditors
PQ CORP: Carlyle Deal Cues S&P to Put Ratings on Negative Watch
PRIME 2004-CL1A: S&P Cuts Rating on Class B-3 Certificates to B

PRIME MEASUREMENTS: U.S. Trustee Appoints Seven-Member Committee
PRIME MEASUREMENT: Court OKs Sulmeyerkupetz as Panel's Counsel
QUEBECOR MEDIA: CDN$516.9MM Osprey Deal Cues S&P to Affirm Ratings
RECYCLED PAPER: S&P Holds CCC Ratings and Removes Negative Watch
RITCHIE CAPITAL: To File for Bankruptcy for Insurance Holdings

RITE AID: Completes Acquisition of 1,854 Brooks and Eckerd Stores
ROBERT CARMACK: Case Summary & 18 Largest Unsecured Creditors
RURAL CELLULAR: Prices $425MM Senior Floating Rate Notes Offering
SECUNDA INT'L: McDermott Offer Prompts S&P's Developing Watch
SECURITY HOLDINGS: Voluntary Chapter 11 Case Summary

SI INT'L: $59MM LOGTEC Acquisition Cues S&P to Affirm B+ Rating
SOLUTIA INC: Bankruptcy Clerk Records 9 Claims Sale for May 2007
SOLUTIA INC: Wants Amended Plan Voting Protocol Approved
SOS REALTY: Gets Court OK to Sell Condo Units and Parking Spaces
SOS REALTY: Court Cancels Plan Confirmation Hearing Date

STALLION OILFIELD: S&P Rates $250 Million Credit Facilities at B+
STONEPATH GROUP: AMEX to Delist Common Stock on June 14
TEEKAY SHIPPING: S&P Retains Negative Watch on OMI Share Buy
TELOS CLO: S&P Rates $16 Million Class E Floating-Rate Notes at BB
TRW AUTOMOTIVE: Completes Common Stock Public Offering

VENICE DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
VICORP RESTAURANTS: Posts $7.4 Mil. Net Loss in 2nd Quarter 2007
W&T OFFSHORE: S&P Rates Proposed $450 Million Senior Notes at B-
WAYNE ZYCH: Case Summary & Eight Largest Unsecured Creditors
WESTERN REFINING: S&P Holds BB- Rating and Removes Negative Watch

WESTERN UNION: March 31 Balance Sheet Upside-Down by $172.4 Mil.
WESTMORELAND COAL: March 31 Balance Sheet Upside-Down by $114.1MM
WILLIAM MATHISEN: Case Summary & Four Largest Unsecured Creditors
WORLDSPACE INC: March 31 Balance Sheet Upside-Down by $1.6 Billion
XM SATELLITE: March 31 Balance Sheet Upside-Down by $504.4 Million

XOMA LTD: March 31 Balance Sheet Upside-Down by $5.9 Million

* Winstead PC Modifies Department and Practice Group Structure
* Terrence Allen Joins Gibson Dunn as Partner in Orange County
* Thacher Proffitt Welcomes Six New Counsels
* Cadwalader Names Karl Clowry as Special Counsel in London Office
* Dewey Ballantine Adds Two Attorneys at New York Office

* FTI Consulting Expands Practice; Opens New Office in Michigan

* Upcoming Meetings, Conferences and Seminars

                             *********

534 LAS AMERICAS: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 534 Las Americas LLC
        8045 Antoine Suite 116
        Houston, TX 77089-4345

Bankruptcy Case No.: 07-33778

Chapter 11 Petition Date: June 4, 2007

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

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

Debtor's financial condition as of June 4, 2007:

      Total Assets: $12,837,888

      Total Debts:  $9,975,619

Debtor's List of its 40 Largest Unsecured Creditors:

   Entity                        Nature Of Claim      Claim Amount
   ------                        ---------------      ------------
Fannie Mae                       Secured Claim          $8,514,788
c/o R. Craig Warner, Esq.
2200 One Galleria Tower
1355 Noel Road, LB 48
Dallas, TX 75240-1518

Arbor Commercial Mortgage, LLC   Secured Claim            $801,465
2801 Wehrie Drive, Suite 7
Williamsville, NY 14221

Constellation New Energy, Inc.   Unsecured Claim          $210,721
P.O. Box 200187
Dallas, TX 75320

Reliant Energy                   Unsecured Claim          $102,882

CenterPoint Energy               Unsecured Claim           $27,573

Presto Maintenance Supply, Inc.  Unsecured Claim           $12,533

Waste Management Inc.            Unsecured Claim           $10,185

Maintenance USA                  Unsecured Claim            $9,596

AICCO, Inc.                      Unsecured Claim            $8,224

Wilmar Industries, Inc.          Unsecured Claim            $6,940

Schindler Elevator Corporation   Unsecured Claim            $6,711

Mike's Electrical Services       Unsecured Claim            $5,400

FireSafe Protection              Unsecured Claim            $4,321
Services, Inc.

Namco Manufacturing, Inc.        Unsecured Claim            $1,767

Julio Valencia Resurface         Unsecured Claim            $1,270

City of Houston - Fire Permit    Unsecured Claim            $1,200

Manicured Landscaping            Unsecured Claim            $1,200

Essential Messaging              Unsecured Claim            $1,130

DBFVO Corp.                      Unsecured Claim            $1,023

AT&T                             Unsecured Claim            $1,056

March Antonio Bautista           Unsecured Claim            $1,014

Marvin F. Poer & Company         Unsecured Claim            $1,000

AAA Plumbers                     Unsecured Claim              $780

Hurricane Glass Company          Unsecured Claim              $771

The Envirotrol Company Inc.      Unsecured Claim              $715

Hocutt, Inc.                     Unsecured Claim              $622

AAA Apartment Staffing           Unsecured Claim              $590

Greensheet                       Unsecured Claim              $564

Chubb Security Systems, Inc.     Unsecured Claim              $548

Bradford Mechanical Inc.         Unsecured Claim              $547

Dean & Draper Insurance          Unsecured Claim              $534
Agency Inc.

Landlord Protection Service      Unsecured Claim              $392

Houston Apartment Association    Unsecured Claim              $255

Sovereign Systems                Unsecured Claim              $220

Olympic Pools, Inc.              Unsecured Claim              $182

Time Warner Cable                Unsecured Claim              $100

Audio Images International Inc.  Unsecured Claim               $44

A1 Helium and Balloons LLC       Unsecured Claim               $90

Brilliant Promotional Products   Unsecured Claim               $10

Startec Global Communications    Unsecured Claim                $8


ACAS CRE: S&P Rates $5.87 Million Class L Certificates at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ACAS CRE CDO 2007-1 Ltd./ACAS CRE CDO 2007-1 LLC's
$1.175 billion CDO series 2007-1.
     
The preliminary ratings are based on information as of June 4,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 121 classes of
pass-through certificates taken from 22 CMBS transactions.
     
    
                Preliminary Ratings Assigned
      ACAS CRE CDO 2007-1 Ltd./ACAS CRE CDO 2007-1 LLC
   
        Class                Rating         Amount
        -----                ------         ------
         A-1                  AAA        $127,040,000
         A-2                  AA          $54,440,000
         B                    A+         $164,440,000
         C                    A           $47,570,000
         D                    A-          $78,110,000
         E                    BBB+        $51,090,000
         F                    BBB         $64,600,000
         G                    BBB-        $41,110,000
         H                    BB+         $35,230,000
         J                    BB+         $52,850,000
         K                    BB          $35,230,000
         L                    BB-          $5,870,000
         Preferred shares     N/A        $417,056,293
            

                    N/A--Not applicable.


ACCREDITED HOME: Signs $400 Million Merger Deal with Lone Star
-----------------------------------------------------------------
Accredited Home Lenders Holding Co. and Lone Star Fund V (U.S.)
L.P., through its affiliate Lone Star U.S. Acquisitions LLC , have
entered into a definitive merger agreement pursuant to which Lone
Star has agreed to acquire all of the common stock of the company
in an all-cash transaction.

Under the terms of the agreement, Lone Star will acquire each
outstanding share of Accredited common stock at a price of $15.10
per share, for a total consideration of approximately $400 million
on a fully diluted basis.  The acquisition is structured as an
all-cash tender offer for all outstanding shares of Accredited
common stock to be followed by a merger in which each remaining
untendered share of Accredited will be converted into the same
$15.10 cash per share price paid in the tender offer.  The
outstanding 9.75% Series A Perpetual Cumulative Preferred Shares,
par value $1.00 per share, of Accredited Mortgage Loan REIT Trust
(NYSE: AHH.PrA) will continue to remain outstanding.

James A. Konrath, chairman and chief executive officer of
Accredited, said, "After a careful analysis, we believe this
agreement is the best alternative available to protect shareholder
value and provide the capital we need to support the Company's
business over the long-term.  In Lone Star, we have found a
partner who has a record of helping companies like ours
successfully address financial and operational challenges.  We
look forward to working with Lone Star to create a stronger future
for Accredited, our employees, and our customers."

Len Allen, president of Lone Star Funds' U.S. operations, said,
"We share the Accredited team's vision for the Company and their
diversified approach to the non-prime market.  With our additional
experience and capital, we are confident that Accredited can
successfully manage through the current industry dynamics and
leverage the platform."

The acquisition is subject to the satisfaction of customary
conditions, including the tender of a majority of the outstanding
Accredited shares on a fully diluted basis and other regulatory
approvals.  The tender offer is expected to commence within ten
business days, and the transaction is expected to close in the
third quarter of this year, unless extended.  The tender offer is
not subject to a financing contingency.

The acquisition price represents a premium of approximately 9.7%
to Accredited's closing share price of $13.76 on June 1, 2007, the
last business day prior to Accredited's announcement of the
transaction, and a premium of approximately 13.3% versus
Accredited's 20-day volume weighted average share price ending on
June 1, 2007.

Accredited's Board of Directors, on the unanimous recommendation
of a Special Committee composed entirely of independent directors,
has unanimously approved the transaction.  The acquisition will be
effected pursuant to a merger agreement.

Accredited is represented in the transaction by its financial
advisors, Bear, Stearns & Co. Inc., Friedman, Billings Ramsey
Group Inc. and Houlihan Lokey Howard & Zukin, and its legal
counsel, Dewey Ballantine LLP and Morris, Nichols, Arsht & Tunnell
LLP. Bear, Stearns & Co. Inc. and Houlihan Lokey Howard & Zukin
each rendered an opinion to Accredited's Special Committee
regarding the fairness, from a financial point of view, of the
consideration to be received by Accredited's stockholders pursuant
to the tender offer and the merger. Accredited retained Bear,
Stearns & Co. Inc. as financial advisor in connection with a
formal process to explore "strategic alternatives" and in
arranging a $230 million term loan from Farallon Capital, LLC in
April 2007. Lone Star is represented in the transaction by its
financial advisor Piper Jaffray & Co., and its legal counsel,
Sullivan & Cromwell LLP.

                       About Lone Star Funds

Lone Star -- http://www.lonestarfunds.com/--  
is a U.S. private equity firm.  Since 1995, the principals of Lone
Star have organized private equity funds totaling more than $13.3
billion to invest globally in corporate secured and unsecured debt
instruments, real estate related assets and select corporate
opportunities.

              About Accredited Mortgage Loan REIT Trust

Accredited Mortgage Loan REIT Trust, a subsidiary of Accredited
Home Lenders Holding Co., is a Maryland real estate investment
trust that was formed in May 2004 for the purpose of acquiring,
holding and managing real estate assets.


              About Accredited Home Lenders Holding Co.

Headquartered in San Diego, California, Accredited Home Lenders
Holding Co. (NASDAQ:LEND) -- http://www.accredhome.com/-- is a   
mortgage company operating throughout the U.S. and in Canada.
Founded in 1990, the company originates, finances, securitizes,
services, and sells non-prime mortgage loans secured by
residential real estate.

                         *     *     *

As reported in the Troubled Company Reporter on April 5, 2007,
Accredited received waivers of certain covenants on three of its
warehouse facilities, which have a combined total of approximately
$100 million in outstanding advances at March 31, 2007.  
Accredited agreed with its lenders that it will not draw down
additional borrowings under the facilities at the current time.


ACTUANT CORP: S&P Rates Proposed $250MM Sr. Unsecured Notes at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Actuant Corp.'s proposed $250 million senior unsecured notes due
2017.  The proceeds from the notes will be principally used to
repay a portion of borrowings under the company's senior credit
facility due 2009.

In addition, Standard & Poor's affirmed its 'BB' corporate credit
rating on the Butler, Wisconsin-based company.  The outlook is
stable.
     
The proposed notes are rated one notch below the corporate credit
rating due to the estimated level of priority obligations in the
company's capital structure.  The notes are guaranteed by
Actuant's domestic subsidiaries, but unlike the senior credit
facilities, do not have a pledge over portion of the stock of the
company's material foreign subsidiaries.
     
The ratings on Actuant reflect the company's aggressive financial
risk profile, characterized by a somewhat high leverage and an
acquisitive growth strategy.  Actuant is a diversified
manufacturer of branded standard and customized products for
various niche automotive, industrial, and retail end markets.  
Products range from high-force hydraulic industrial tools, bolt
tensioners, and specialized electrical tools to automotive
convertible top and recreational vehicle leveling systems.


AIRGAS INC: Cash Flow Protection Measures Cue S&P's Pos. Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Airgas
Inc. to positive from stable.  Airgas' 'BB+' corporate credit and
'BB-' subordinated debt ratings are affirmed.
     
The outlook revision reflects the potential that cash flow
protection measures and other key ratios will be sustained at or
near current levels, which exceed expectations for the existing
ratings.
      
"Although periodic spikes in debt to fund acquisitions remain a
meaningful risk factor, the company's respectable track record of
integrating acquisitions, favorable earnings prospects, and good
business fundamentals bolster prospects for credit quality
metrics," said Standard & Poor's credit analyst Wesley E. Chinn.
     
The ratings on Airgas incorporate ongoing, meaningful acquisition-
related outlays, the moderate cyclicality of the manufacturing and
industrial markets the company serves, and management's financial
policies that favor the use of debt to help fund acquisitions.  
These negatives are tempered by Airgas' strong business risk
profile, reflecting in part its position as the leading North
American distributor of industrial gases and related equipment
(generating sales of $3.2 billion), good operating margins, and
stable cash flows.  Within this industry, Airgas has the broadest
geographic coverage, via its distribution network in the U.S.
encompassing more than 900 locations.
     
The positive outlook recognizes the ongoing strengthening of the
company's business fundamentals and resilient internal funds
generation, which is benefiting from the uptrend in operating
profits.  The rise in profits is due in part to acquisitions, the
strength in industrial markets, and growth in strategic products,
including bulk, specialty, carbon dioxide, and medical gases.
     
In addition to the planned significant packaged gases acquisition,
Airgas will continue to make periodic acquisitions to strengthen
its position in existing markets, provide new locations, and
create cross-selling opportunities to the customers that are being
acquired.  The rating could be raised to 'BBB-' in the next 12 to
18 months if there is the likelihood that the funds from
operations to total debt will be maintained close to 25% on
average.


AIRTRAN AIRWAYS: ISS Urges Midwest Shareholders to Vote Nominees
----------------------------------------------------------------
Institutional Shareholder Services, an independent proxy advisory
service, recommends that Midwest Air Group, Inc. shareholders do
not vote to reelect any of Midwest's three directors and instead
use AirTran Airways, Inc.'s BLUE card to vote to elect AirTran's
three nominees -- John Albertine, Jeffrey Erickson, and Charles
Kalmbach -- to the Midwest Board of Directors at the annual
meeting of shareholders to be held on June 14, 2007.

Glass Lewis & Co., another advisory service, also recommended not
electing any of Midwest's three directors and instead electing two
of AirTran's nominees.

"We are pleased that ISS and Glass Lewis, two truly independent
corporate governance experts, have recommended that Midwest
shareholders change the dynamics inside the Midwest boardroom by
electing AirTran's nominees as Midwest directors," Joe Leonard,
AirTran's chairman and chief executive officer, said.  "These two
advisory services separately issued strong rebukes against the
Midwest board, their poor corporate governance record and their
failure to fairly evaluate the AirTran merger offer.  Their
recommendations, combined with the fact that nearly 57% of
Midwest's outstanding shares were tendered to AirTran pursuant to
our tender offer should deliver a strong message to Midwest that
it is time to sit down with us and negotiate a merger that will be
beneficial to all of the Midwest stakeholders."

In its report, ISS stated:

   * "We believe that the board should engage in negotiations
     with AirTran regarding its offer."

   * "An enticing premium and high percentage of tendered shares
     sends a strong signal that the company should enter into a
     good faith discussion with AirTran to explore the possibility
     of a combination."

   * "We believe that the inclusion of three dissident nominees on
     Midwest's board may help a more objective evaluation of the
     company's strategic alternatives."

   * " ... it is arguable as to whether [Midwest] can continue as
     a stand alone entity, given that with the entry of low cost
     carriers and reemergence of network airlines the competitive
     pressures would increase going forward."

In its report, Glass Lewis stated:

   * "We believe the Midwest board of directors has failed to
     undertake actions that could prove beneficial to shareholders
     ... it is clear that a significant number of shareholders
     believe the offer is financially favorable."
   
   * "We find it concerning that the board continues to ignore
     shareholder sentiment.  Furthermore, considering that
     management recently lowered its full year earnings estimates,
     we believe that shareholders should be concerned that the
     board has not explored more strategic options, including,
     discussions with AirTran."

"By recommending that Midwest shareholders use the BLUE card to
vote for the AirTran nominees, ISS and Glass Lewis join the
majority of Midwest shareholders in voicing that they want Midwest
to seriously consider the merits of a combination with AirTran and
see how such a transaction will provide greater value for the
Midwest shareholders, employees and customers," Mr. Leonard
continued.  "A combined AirTran-Midwest will be a stronger, truly
national airline better positioned to compete in the increasingly
competitive airline industry and generate value for shareholders,
employees and Midwest's communities.

"We are confident that once the new directors are elected, they
will add a powerful voice inside the Midwest Boardroom and urge
their fellow directors to behave fairly and consider all options
and opportunities for the company in the interests of all
shareholders.  We urge shareholders to protect the value of their
investment and vote for Mr. Albertine, Mr. Erickson and Mr.
Kalmbach on the BLUE proxy card," concluded Mr. Leonard.

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

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

                          *     *     *

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


ALL AMERICAN: Rock River Wins Auction to Buy Operating Assets
-------------------------------------------------------------
A two-party consortium of Rock River Capital LLC and the senior
secured lenders of All American Semiconductor, Inc. emerged as the
successful bidder for the sale of substantially all of the
company's operating assets.

Rock River is expected to continue operating the company as a
going concern business utilizing the company's acquired assets.    
The auction included assets of the company's 33 subsidiaries in
the United States, Canada, Mexico, Europe and Asia.  Rock River
did not purchase the company's commercial tort claims, avoidance
actions, accounts receivable and certain other miscellaneous
assets.

Subject to Bankruptcy Court approval, the company's senior secured
lenders were the successful bidders for the company's accounts
receivable.  None of the company's commercial tort claims or
avoidance actions was sold.  The aggregate purchase price from the
auction is $15.2 million, which will be paid to Harris N.A. as
agent for the senior secured lenders.

The auction was conducted on May 31, 2007 at the Miami offices of
the company's counsel, Squire, Sanders & Dempsey, LLP.  The
closing of the sale is set to occur no later than June 8, 2007.

                 About All American Semiconductor

Based in Miami, Florida, All American Semiconductor
Inc. (Pink Sheets: SEMI.PK) -- http://www.allamerican.com/--
is a distributor of electronic components manufactured by
others.  The company distributes a full range of semiconductors
including transistors, diodes, memory devices, microprocessors,
microcontrollers, other integrated circuits, active matrix
displays and various board-level products.  All American also
distributes passive components such as capacitors, resistors and
inductors; and electromechanical products such as power supplies,
cable, switches, connectors, filters and sockets.  The company
also offers complete solutions for flat panel display products.  
In total, the company offers approximately 40,000 products
produced by approximately 60 manufacturers.  The company has
36 strategic locations throughout North America and Mexico,
as well as operations in both Asia and Europe.

The company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963).  Tina M. Talarchyk, Esq., at Squire Sanders & Dempsey
LLP, in West Palm Beach, Florida, represents the Debtors.  Jerry
M. Markowitz, Esq., at Markowitz, Davis, Ringel & Trusty, P.A.,
and William M. Hawkins, Esq., at Loeb & Loeb LLP, represents the
Committee.  As of Feb. 28, 2007, total assets was $117,634,000
and total debts was $106,024,000.


ALLEN SYSTEMS: S&P Rates Proposed $340 Million Loans at B
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Naples, Florida-based Allen Systems Group Inc.  
The outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B' bank loan
rating and '3' recovery rating to the company's proposed
$75 million first lien revolving credit facility (due 2012) and
$265 million first lien term loan B (due 2014), reflecting S&P's
expectation of meaningful (50%-80%) recovery of principal by
lenders in the event of a payment default or bankruptcy.

The first-lien senior secured bank loans are rated the same as the
corporate credit rating.  These ratings are based on preliminary
offering statements and are subject to review upon final
documentation.
      
"Proceeds from the proposed credit facilities will be used to
finance the acquisition of publicly held Mobius Management Systems
Inc. for about $211 million, to refinance existing ASG debt, and
to pay related fees and expenses," explained Standard & Poor's
credit analyst Molly Toll-Reid.
     
The ratings reflect ASG's currently modest EBITDA base,
acquisitive growth strategy, and leveraged financial profile.  
These factors are partly offset by ASG's diversified customer
base, a significant level of recurring revenues, and expanded
product set.
     
ASG and Mobius pro forma revenues for the 12 months ended
March 31, 2007, were about $275 million, compared with ASG-only
reported fiscal 2005 revenues of $169 million.  Although ASG had
fiscal 2006 EBITDA margins in the high-teens percentage, combined
pro forma margins-not including anticipated cost reductions-for
the 12 months ended March 31, 2007, are about 12% due to
substantially lower historical profitability at Mobius.  Cost
reductions are expected to result in significant margin
improvement over the near to intermediate term.  However, the
potential impact of personnel reductions on ASG's ability to
sustain and grow new software license sales may not be fully
apparent for at least several quarters.
     
Following the proposed transaction, operating lease-adjusted total
debt to EBITDA (including expected profitability improvements to
be achieved in the second half of fiscal 2007) is expected to be
in excess of 6x for fiscal 2007.  S&P's expectation that leverage
will trend below 6x in fiscal 2008 incorporates the assumption the
company will achieve and sustain significant cost reductions and
margin improvement, on moderate revenue growth.  A 75% excess cash
flow sweep under the proposed credit facility could result in some
debt reduction over the intermediate term.  However, S&P believe
the company's acquisitive growth strategy will limit the
achievement of a sustained reduction in debt leverage.


ALLIANCE NIM: DBRS Places BB Ratings on 2 Series 2007-OA1 Notes
---------------------------------------------------------------
Dominion has assigned these ratings to the Alliance NIM Notes,
Series 2007-OA1 issued by Alliance NIM Trust 2007-OA1.

   * $10.6 million Class N-1 rated at A
   * $2.4 million Class N-2 rated at BBB
   * $2.3 million Class N-3 rated at BB (high)
   * $1.3 million Class N-4 rated at BB (low)

The NIM notes are backed by a 100% interest in the Class CE
Certificates issued by Alliance Bancorp Trust 2007-OA1.  The Class
CE Certificates will be entitled to all net monthly excess cash
flows and prepayment premiums or charges received in respect of
the mortgage loans in the Underlying Trust.

Payments on the NIM Notes will be made on the 25th of each month
commencing in June 2007.  Interest payments will be distributed
sequentially to the holders of Class N-1 through N-4 Notes,
followed by principal payments distributed sequentially to the
holders of Class N-1 through N-4 Notes until the Note balance of
such class has been reduced to zero.  Any remaining amounts will
be distributed to the holders of Class C.

The mortgage loans in the Underlying Trust were originated or
acquired by Alliance Bancorp and Alliance Bancorp, Inc., formerly
known as United Financial Mortgage Corp., respectively.


ALPINE SECURITIZATION: DBRS Rates $125 Million Facility at BB
-------------------------------------------------------------
Dominion Bond Rating Service has confirmed the rating of R-1
(high) for the Commercial Paper issued by Alpine Securitization
Corp., an asset-backed commercial paper vehicle administered by
Credit Suisse, New York Branch.

In addition, DBRS has confirmed the ratings and revised the
tranche sizes of the aggregate liquidity facilities provided to
Alpine by Credit Suisse. Initial ratings were assigned on March
30, 2007.

Ratings confirmed on May 31, 2007, are:

   * Commercial Paper rated R-1 (high)

The $13,516,999,363 Aggregate Liquidity Facilities are:

   * $13,101,847,707 rated AAA
   * $109,760,738 rated AA
   * $67,549,853 rated A
   * $86,045,163 rated BBB
   * $125,259,735 rated BB
   * $25,199,059 rated B
   * $1,337,108 unrated

Ratings are based on March 31, 2007 data.

The CP rating reflects the AAA credit quality of Alpine's asset
portfolio based on an analysis that:

   1. disregards credit support, if any, that may be provided
      By Liquidity; and

   2. takes into account credit support provided by the
      $1.1 billion program-wide credit enhancement in the form
      of a Cash Collateral Account.

The rating is also based on the R-1 (high) rating of Credit
Suisse, the provider of the Liquidity.

The ratings assigned to Liquidity reflect the credit quality of
Alpine's asset portfolio based on an analysis that:

   1. again disregards credit support, if any, that may be
      provided by Liquidity; and

   2. in contrast to the CP rating, does not take into account   
      PWCE.

The tranching of Liquidity reflects the credit risk of the
portfolio at each rating level.  The tranche sizes are expected to
vary each month based on changes in portfolio composition.

Both CP and Liquidity are rated in accordance with a simulation
methodology developed by DBRS to analyze diverse ABCP conduit
portfolios.  This analysis uses the DBRS CDO Toolbox simulation
model, with adjustments to reflect the unique structure of an ABCP
conduit and its underlying assets.  Using this methodology, DBRS
determines attachment points based on the credit quality
of the assets.  DBRS models the portfolio based on key inputs such
as asset credit quality, asset tenors, correlations and recovery
rates.

Alpine is the first conduit rated with this methodology. DBRS
expects that investors will benefit from the added transparency
offered by this analysis.

DBRS will model the portfolio on an ongoing basis to reflect
changes in Alpine's portfolio composition and credit quality.  
The rating results will be updated and posted on the DBRS website.


AMF BOWLING: S&P Lowers Rating on Proposed $285MM Facilities to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services changed its bank loan and
recovery ratings on the proposed senior secured financing of
Mechanicsville, Virginia-based AMF Bowling Worldwide Inc.
(B/Negative/--), following a change in the final capital structure
since the time of the original rating.
     
S&P lowered the rating on the proposed $285 million first-lien
credit facilities to 'B' from 'B+'.  The recovery rating was
revised to '2', indicating the expectation for substantial
recovery in the event of a payment default, from '1'.  The
first-lien credit facilities consist of a $40 million revolving
credit facility due 2012 and a $245 million term loan B due 2013.
     
The bank loan rating on the company's $80 million second-lien term
loan due 2013 remains unchanged at 'CCC+', two notches below the
corporate credit rating on AMF.  The '5' recovery rating indicates
the expectation for negligible recovery in the event of a payment
default because of the loan's junior lien position and the
substantial amount of first-lien debt.
      
Ratings List

AMF Bowling Worldwide Inc.

Corporate Credit Rating                   B/Negative/--
$80 Mil Second-Lien Term Loan             CCC+
   Recovery Rating                         5

Ratings Lowered

AMF Bowling Worldwide Inc.
                                           To          From
                                           --          ----
$285 Mil First-Lien Credit Facilities     B           B+
   Recovery Rating                         2           1       


ASC INC: Court Approves Sale of Business to Hancock Park
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave ASC Inc. authority to sell its business to an affiliate of
Hancock Park Associates for $14.7 million subject to higher and
better offers, Bill Rochelle of Bloomberg News reports.

The auction, Bloomberg says, will be on June 13, 2007, while the
deadline for submission of competing bids is June 8.

The Court is set to consider approval of the sale at a June 20
hearing.

Earlier, Bloomberg reported that the Official Committee of
Unsecured Creditors expressed its opposition to the proposed sale
of the Debtor's assets to Hancock Park's affiliate.

According to that report, the Committee argued that it "has not
received even one document or piece of information from" ASC about
the proposed sale.

The Committee also said it has no information "to determine
whether Hancock in fact has the financial ability to actually
close the contemplated transaction," Bloomberg relates.

The Debtor disclosed in a press statement early last month that
Hancock Park agreed to purchase the automotive "open air" roof-
systems unit and the automotive design-services unit of ASC from
its owner, American Specialty Cars Holdings LLC.  Terms of the
transaction were not disclosed.

ASC arranged for debtor-in-possession financing from Comerica
Bank, which will be used by ASC to fund normal business
operations.
       
                   About Hancock Park Associates
    
Headquartered in Los Angeles, California, Hancock Park Associates
-- http://www.hpcap.com/-- is a private equity investment firm    
founded in 1986 which focuses on small to mid-size businesses in
the retail and manufacturing industries and is the principal
shareholder in Irvine, California-based Saleen Inc.

                      About ASC Incorporated

Headquartered in Southgate, Michigan, ASC Incorporated --
http://www.ascglobal.com/-- is a supplier of highly engineered    
roof systems and of design services for the world's automakers.
The company filed for Chapter 11 protection on May 2, 2007,
(Bankr. E.D. Mich. Case No. 07-48680)  Gary H. Cunningham, Esq.
and Sean M. Walsh, Esq. at Giarmarco, Mullins & Horton P.C.
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
and debts from $1 million to $100 million.


ATLAS PIPELINE: S&P to Holds Negative Watch Despite Anadarko Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that the 'BB-' corporate
credit rating on Atlas Pipeline Partners L.P. remains on
CreditWatch with negative implications following the company's
announcement of its agreement to acquire control of Anadarko
Petroleum Corp.'s interests in the Chaney Dell and Midkiff/Benedum
midstream assets for $1.85 billion.
     
The ratings on Atlas Pipeline were originally placed on
CreditWatch on May 21, 2007, following Atlas Energy Resources'
announcement of its agreement to acquire DTE Gas & Oil Co., a
wholly owned subsidiary of DTE Energy Co., for $1.225 billion.


AVAYA INC: Inks Merger Agreement with Silver Lake and TPG Capital
-----------------------------------------------------------------
Avaya Inc. has entered into a definitive merger agreement with
Silver Lake and TPG Capital for approximately $8.2 billion or
$17.50 per common share.

Under the terms of the agreement, Avaya shareholders will receive
$17.50 in cash for each share of Avaya common stock they hold,
representing a premium of approximately 28 percent over Avaya's
closing share price of $13.67 on May 25, 2007, the last trading
day prior to published reports regarding a potential transaction,
and a premium of approximately 33 percent over Avaya's average
closing share price of $13.17 during the 30 trading days ending
May 25, 2007.

"After an extensive review of Avaya's strategic alternatives with
Avaya management and our financial advisors, the board of
directors of Avaya determined that this transaction with Silver
Lake and TPG provides the best value for Avaya's shareholders,"
said Phil Odeen, non-executive chairman of Avaya's board of
directors.

Avaya's board of directors has approved the merger agreement and
resolved to recommend that Avaya shareholders adopt the agreement.

"In addition to delivering compelling value for our shareholders,
the partnership with Silver Lake and TPG also creates clear value
for Avaya employees and customers," said Louis J. D'Ambrosio,
president and CEO, Avaya.  "The investment in our people and
technology and the operating structure will enable us to extend
our technology and services leadership and continue to deliver the
"gold standard" of communication solutions in the industry."

"Our interests are aligned with the long-term interests of Avaya's
customers and employees," said David Roux, a co-founder and
managing director of Silver Lake.  "We have full confidence in
Avaya's excellent management to build on the company's remarkable
technology and history, which spans more than a century, to deploy
advanced IP communications solutions as a source of competitive
advantage for customers."

"As one of the earliest private investors in technology and
telecommunications, TPG has come to know and admire Avaya for its
roster of leading customers, history of product innovation and
commitment to customer service," said John Marren, a partner of
TPG.  "We look forward to working with our partners at Silver Lake
and the company's excellent team to continue to build this
exciting franchise."

The transaction is expected to be completed in the fall of 2007,
subject to receipt of shareholder approval and customary
regulatory approvals, as well as satisfaction of other customary
closing conditions.  There is no financing condition to the
obligations of the private equity group to consummate the
transaction, and equity and debt commitments for the merger
consideration have been received.  

The merger agreement provides for Avaya to solicit proposals from
third parties during the next 50 days.  In addition, the company
may, at any time, subject to the terms of the agreement, respond
to unsolicited proposals.  There can be no assurance that the
process will result in an alternative transaction.  Avaya does not
intend to disclose developments with respect to the solicitation
process unless and until its board of directors has made a
decision.

Credit Suisse is serving as exclusive financial advisor to Avaya
and its board of directors.

Weil, Gotshal & Manges LLP acted as legal advisor to Avaya in
connection with the transaction. Skadden, Arps, Slate, Meagher &
Flom LLP acted as legal advisor to Avaya's board in connection
with the transaction.

Citi and Morgan Stanley acted as financial advisors to Silver Lake
and TPG and have committed, together with JPMorgan, to provide
debt financing for the transaction.

Ropes & Gray is acting as legal advisor to Silver Lake and TPG.  

                          About Silver Lake

Silver Lake -- http://www.silverlake.com/-- is an investment firm  
focused on large scale investments in technology, technology-
enabled, and related growth industries.

                           About TPG Capital

TPG Capital -- http://www.tpg.com/-- is a global buyout group of  
TPG, a private investment firm founded in 1992, with more than $30
billion of assets under management and offices in San Francisco,
London, Hong Kong, New York, Minneapolis, Fort Worth, Melbourne,
Menlo Park, Moscow, Mumbai, Shanghai, Singapore and Tokyo.

                              About Avaya

Headquartered in Basking Ridge, New Jersey, Avaya, Inc.
(NYSE:AV) -- http://www.avaya.com/-- designs, builds and  
manages communications networks for more than one million
businesses worldwide, including more than 90% of the FORTUNE
500(R).  Avaya is a world leader in secure and reliable Internet
Protocol telephony systems and communications software
applications and services.

                          *     *     *

In January 2005, Moody's Investors Service upgraded the senior
implied rating of Avaya Inc. to Ba3 from B1.  Moody's said the
ratings outlook is positive.


BALLY TOTAL: Closes Sale of Canadian Fitness Centers
----------------------------------------------------
Bally Total Fitness has closed on the sale of its Toronto, Canada
facilities to Extreme Fitness, Inc. and GoodLife Fitness Centres
Inc., realizing net cash proceeds of approximately $18 million.

"The strategic sale of our Canadian operations will better enable
us to focus on our U.S. operations and leveraging our industry-
leading fitness brand," Don R. Kornstein, interim Chairman and
Chief Restructuring Officer of Bally Total Fitness, said.  "This
is a significant step in reshaping the operational footprint for
Bally Total Fitness as we continue to focus on this important
element of our restructuring.

"The proceeds from the transaction will be reinvested into our
business and increase our liquidity at June 1, 2007, to
approximately $60 million."

"The addition of the Bally clubs is a springboard to propelling
GoodLife toward our goal of 100 clubs in Toronto," David Patchell-
Evans, CEO and founder of GoodLife Fitness, said.  "GoodLife is a
'Made in Canada' solution to fitness: 28 years of experience in
the business and an award recipient of Canada's 50 Best Managed
Company award 2003-2006 and the Consumer Choice Award for GTA
2001-2007.  Our intent is to bring that same high quality of
expertise in the fitness and wellness field to servicing these new
clubs and our new members."

"We are buying these great locations based on the fact that they
match the quality and prestige of our current six Extreme Fitness
clubs," Jim Solomon, Chief Executive Officer of Extreme Fitness,
added.  "Once the 20 million dollar renovation is complete,
Extreme Fitness will have the 12 nicest health clubs in the city."

                    About Bally Total Fitness

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

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Bally Total Fitness reached an agreement in principle on the
proposed terms of a consensual restructuring with certain holders
of over 80% in amount of its 9-7/8% Senior Subordinated Notes due
2007.  The company plans to implement the proposed restructuring
through a pre-packaged Chapter 11 bankruptcy filing of the parent
company, Bally Total Fitness Holding Corporation, and certain of
its subsidiaries.


BCI: To Make $40.98 Million Final Distribution on June 27
---------------------------------------------------------
BCI intends to make a $1.0245 per share or $40.98 million in the
aggregate amount of final distribution to its shareholders of
record on June 13, 2007, for payment on June 27, 2007.

The Ontario Superior Court of Justice, in the context of BCI's
Plan of Arrangement, has approved the Final Distribution.

The Final Distribution will be in the form of a return of capital
and is subject to the continued applicability of tax clearance
certificates.

On June 8, 2007, BCI's shares will begin trading "ex-distribution"
at which time the shares will have no intrinsic value.

Immediately after its Final Distribution, BCI intends to delist
its shares from the NEX Exchange and to cancel all of its
outstanding shares.

On or about June 29, 2007, shareholders will no longer be able to
obtain information about BCI from its website.

Formal dissolution of BCI is expected to occur on Aug. 15, 2007.

BCI (NEX: BI.H) - http://www.bci.ca/-- is operating under a court  
supervised Plan of Arrangement, pursuant to which BCI intends to
monetize its assets in an orderly fashion and resolve outstanding
claims against it in an expeditious manner with the ultimate
objective of distributing the net proceeds to its shareholders and
dissolving the company.


BECO JOINT: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: BECO Joint Venture No. 1
        8235 Douglas Avenue, Suite 300, LB 60
        Dallas, TX 75225

Bankruptcy Case No.: 07-32701

Chapter 11 Petition Date: June 4, 2007

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Rosa R. Orenstein, Esq.
                  Mugdha Shashank Kelkar, Esq.
                  Orenstein & Associates
                  1401 Elm Street, Suite 3700
                  Dallas, TX 75202
                  Tel: (214) 757-9191
                  Fax: (214) 757-9080

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


BEST MANUFACTURING: Ch. 7 Trustee Hires Norris as Special Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
gave Stacey L. Meisel, the Chapter 7 Trustee for Best
Manufacturing Group LLC and its debtor-affiliates, authority to
employ Norris McLaughlin and Marcus PA as her special counsel.

As reported in the Troubled Company Reporter on June 4, 2007,
Norris McLaughlin is expected to:

   a) represent the Trustee as Special Litigation Counsel, in
      connection with the potential causes of action held by the
      Debtors' against insiders and others;

   b) represent the Trustee in connection with matters involving
      BMG Investors LLC and baker Realty of New Jersey LLC; and

   c) perform tasks assigned by the Trustee, in connection with
      the Debtors' cases, which are not duplicative with the
      Trustee's general counsel.

Morris S. Bauer, Esq., a member at Norris McLaughlin and Marcus
PA, told the Court of the firm's hourly rate:

      Professional                  Hourly Rate
      ------------                  -----------
      Morris Bauer                     $415
      Member                         $240-$515
      Associate                      $175-$285
      Paralegal                      $125-$150

Mr. Bauer assured the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Bauer can be reached at:

          Norris McLaughlin and Marcus PA
          P.O. Box 1018
          No. 721 Route 202 - 206
          Somerville, NJ 08876-1018
          Tel: (908) 722-0700

Headquartered in Jersey City, New Jersey, Best Manufacturing
Group LLC -- http://www.bestmfg.com/-- and its subsidiaries
manufacture and distribute textiles, career apparel and other
products for the hospitality, healthcare and textile rental
industries with satellite operations located across the United
States, Canada, Mexico and Asia.  The company and four of its
subsidiaries filed for chapter 11 protection on Aug. 9, 2006
(Bankr. D. N.J. Case No. 06-17415).  The case was converted to
Chapter 7 on May 3, 2007.  Stacey L. Meisel was appointed as
Chapter 7 Trustee on May 4, 2007.  Michael D. Sirota, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., represents
the Debtors.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, and Brian L. Baker, Esq., and Stephen B. Ravin,
Esq., at Ravin Greenberg PC, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of more than
$100 million.


BRISTOW GROUP: S&P Rates $250 Million Senior Notes at BB
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
helicopter service company Bristow Group Inc.'s $250 million
senior notes due 2017.

At the same time, Standard & Poor's affirmed the 'BB' corporate
credit rating and all other ratings on the company.

The outlook is negative.
     
Pro forma for the offering, Houston, Texas-based Bristow will have
approximately $640 million of debt, adjusted for operating leases
and postretirement benefit obligations.
      
"Ratings reflect the company's exposure to the highly cyclical and
volatile oil and gas industry, exposure to weather and seasonal
fluctuations that might limit flight hours, an expanding capital
spending program, and aggressive financial leverage," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.  "These
weaknesses are partially mitigated by Bristow's significant market
share and geographic diversity."
     
Bristow's high debt leverage, expanded capital expenditure
program, and lack of free cash flow in the near term are primary
factors for the negative outlook.
     
Should either the SEC or Department of Justice investigation
negatively affect Bristow, or if Bristow's operational performance
or financial measures deteriorate, then lower ratings would
result.  Conversely, improved operating performance and financial
measures would result in an outlook revision to stable.


BUCYRUS INT'L: S&P Revises Recovery Ratings on Credit Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Bucyrus's credit facilities.  The bank loan rating remains 'BB-',
however the recovery rating was revised to '3' from '4',
indicating S&P's expectation that these lenders would receive
meaningful recovery (50%-80%) in a payment default.
     
The paydown of more than $300 million in the term loan -- to
$500 million from $825 million from proceeds of a recent equity
offering -- was the primary reason for the rating change.
     
The corporate credit rating on Bucyrus is BB-/Positive/--

The rating reflects the company's position in the cyclical niche
market for surface mining equipment, and with the DBT acquisition,
in underground mining equipment manufacturing.  The cyclical
upturn in volatile commodity markets has contributed to improved
financial measures that support Bucyrus' narrow focus.  However,
the acquisition increased the company's debt leverage, exposure to
the cyclical mining business, and its dependence on coal.
      
Ratings List

Bucyrus International Inc.

  Corporate credit rating              BB-/Positive/--
  Senior secured                       BB-

Ratings Revised              To        From
                             --        ----
   Recovery rating           3         4


CA INC: Case Dismissal Prompts S&P to Revise Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB' corporate
credit and senior unsecured debt ratings on Islandia, New York-
based CA Inc.

At the same time, S&P revised the outlook to stable from negative.
      
"The outlook revision reflects the dismissal by the U.S.
Attorney's Office for the Eastern District of New York of all
pending charges against the company, and CA's fulfillment of the
terms of its deferred prosecution agreement entered into in
September 2004," said Standard & Poor's credit analyst Philip
Schrank.  Additionally, CA has remediated all material weaknesses
identified in its 2006 10-K.
     
The ratings are supported by a stable revenue base, favorable
business prospects, and strong cash flow generation.  The
company's diversified, high-margin software portfolio is viewed as
defensible because of high switching costs and entrenched customer
relationships. Customer spending priorities continue to favor
security software, application server software, and storage
software--three prominent segments of CA's product portfolio.  
Mainframe products, although mature, should continue to generate
predictable profits and cash flow.  Revenue growth should be
supported by significant investments in R&D and strategic
acquisitions.  S&P expect acquisitions to continue, albeit at a
more moderate pace.
     
However, S&P believe CA no longer possesses an investment-grade
financial policy, in light of its board of directors' previously
announced authorization of a $2 billion share repurchase, to be
partly debt-financed.  In September 2006, CA concluded a
$1 billion tender offer which was $750 million debt financed.  If
the remaining $1 billion of share repurchases was to be entirely
financed with debt, pro forma total debt to EBITDA could rise to
above the 4x range, from about 3x currently.  At the 'BB' rating
level, S&P expect CA will continue to generate strong free cash
flow, and manage its debt levels at about 4x or below over the
intermediate term.  Free cash flow in fiscal 2007 was in the
$800 million range (compared with historical levels above $1
billion, a result of cash restructuring charges, and is expected
to recover to historical levels as improvements in the expense
structure are realized.


CALPINE CORP: Greenfield Unit Obtains $650 Million Financing
------------------------------------------------------------
Calpine Corporation subsidiary Greenfield Energy Centre L.P. has
obtained $650 million in non-recourse project financing.  

Greenfield Energy, which is currently constructing a 1,005-
megawatt natural gas-fired, combined-cycle electric generating
plant in St. Clair Township, Ontario, Canada, is a limited
partnership between subsidiaries of Calpine Corporation and Mitsui
& Co., Ltd.

Calpine Chief Executive Officer Robert P. May stated, "As one of
North America's most environmentally responsible power producers,
Calpine is dedicated to developing clean, reliable and cost-
effective energy solutions for its customers.  This financing is a
significant milestone in our progress towards supplying Ontario
with a much-needed, low-carbon energy resource.  We appreciate the
opportunity to work with our partner, Mitsui, and Ontario Power
Authority in providing a new source of reliable power generation,
and also are very pleased with the support of the lead banks in
arranging this financing package."

The financing was co-arranged by BMO Capital Markets, a business
unit of BMO Financial Group, and The Bank of Tokyo-Mitsubishi UFJ,
Ltd. and is structured as a construction loan facility that will
convert to an 18-year term loan facility once the plant begins
commercial operations.

The Greenfield Energy Centre entered construction in late 2005.
The plant is scheduled to commence commercial operations in 2008,
and will operate under a 20-year Clean Energy Supply Contract
awarded by the Ontario Power Authority in 2005.  Greenfield is a
non-debtor Calpine affiliate and is not a party to Calpine's U.S.
or Canadian bankruptcy proceedings.

                   About Calpine Corporation

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

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

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


CATHOLIC CHURCH: Spokane Emerges from Bankruptcy
------------------------------------------------
The Diocese of Spokane, after 30 months in bankruptcy, on May 31,
2007, emerged from Chapter 11, reports the Associated Press.

According to the AP, the Diocese's lawyer, Shaun M. Cross, Esq.,
at Paine Hamblen Coffin Brooke & Miller LLP, in Spokane,
Washington, filed the final paperwork certifying that the Diocese
complied with requirements set forth in its Second Amended Joint
Plan of Reorganization at 4:10 p.m., May 31, effectively
marking the end of bankruptcy.

As previously reported, Bishop William Skylstad and parishioners
must raise $48,000,000 to settle victims' claims.

KING5.com says the Diocese received donations from all over the
country to help contribute to the $48,000,000 settlement fund.  
As of Thursday night, $20,000,000, organized out of Seattle, was
wired to the Diocese's plan trustee, Gloria Z. Nagler, Esq., at
Nagler & Associates in Seattle, Washington.  Most of the money
came from insurance settlements, KING5.com explains.

The AP's John K. Wiley reports that the Diocese is raising
$18,000,000 through sales of property and contributions from
Catholic entities and loans, while its 82 parishes are raising
$10,000,000.  Mr. Cross says local parishes in Spokane are doing
well in meeting their $10,000,000 contribution.  In fact,
parishes recently sent out letters asking Spokane Catholics to
donate as much as $1,000 per family, KING5.com notes.

Mr. Cross added that nearly $24,000,000 has been raised so far
and that the entire $48,000,000 settlement could be completely
paid off by October 1, 2007, KING5.com says.

According to Greg Arpin, one of the Diocese's attorneys, the next
step is to divide the $48,000,000 among 175 sexual abuse
claimants in accordance with the provisions of the Joint Plan.
The tort claimants will receive claim amounts ranging from
$15,000 to $1,500,000, depending on the circumstances and the
effects of the abuse to the victims, says the AP.

"This is the end of a difficult chapter for the diocese and the
start of a new day for it," the AP quotes Mr. Arpin.  "We're very
pleased to come out of this tragic and difficult period, and
looking forward to a new life for the Catholic Church in Eastern
Washington."

Bishop Skylstad, who is also the president of the U.S. Conference
of Catholic Bishops, had no immediate comment, says Ms. Wiley.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan
to the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed the Debtor's plan.  (Catholic
Church Bankruptcy News, Issue No. 94; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: San Diego Wants Lease-Decision Period Extended
---------------------------------------------------------------
The Roman Catholic Bishop of San Diego asks the U.S. Bankruptcy
Court for the Southern District of California to extend its lease
decision period to September 25, 2007.

The Debtor says that it provides administrative, management, and
custodial services for the parishes, schools and other Catholic
entities within the territory of the Diocese of San Diego.  In
this role, the Diocese regularly holds and administers property in
the capacity of a trustee, for the use and enjoyment of the church
as practiced by Catholics in the parishes.

The Diocese leases various real properties, including its facility
for mass and faith formation, offices and other properties related
to the operations of its ministries.  The Diocese is a named
lessee, tenant or user under unexpired nonresidential real
property leases that relate to the use or occupancy of real
property located at:

  * 0018, 9500 Gilman Drive, in La Jolla, California, known as
    the UCSD International Center;

  * UCSD Campus 0081, in La Jolla, California, known as the
    Center for Ethics and Spirituality;

  * 4321 Eastgate Mall, in San Diego, California; and

  * 350 W. Orange Avenue, in El Centro, California, which is
    used as an office.

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, tells the U.S. Bankruptcy Court for the Southern District
of California that since San Diego's Chapter 11 case has been
pending for three months, the Diocese has not had sufficient time
to evaluate and decide which Leases should be assumed or rejected.  
Over the next 90 days, the Diocese intends to complete its
analysis of the Leases, their impact on its financial situation,
and their potential value in formulating a plan of reorganization.  
Ms. Boswell contends that only then can the Diocese reasonably
assume or reject the Leases.

The Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately  
3,000 people in various areas of work.  The Diocese filed for
Chapter 11 protection just before commencement of the first of
court proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.

The Diocese's exclusive period to file a chapter 11 plan of
reorganization expires on June 27, 2007.  On March 27, 2007, the
Debtor filed its plan and disclosure statement.  (Catholic Church
Bankruptcy News, Issue No. 93; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


CATHOLIC CHURCH: San Diego Panel Wants KPMG as Accountant
---------------------------------------------------------
The Official Committee of Unsecured Creditors of The Roman
Catholic Bishop of San Diego seeks authority from the U.S.
Bankruptcy Court for the Southern District of California to
retain KPMG LLP as its accountant advisors, nunc pro tunc to
March 27, 2007.

James I. Stang, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Los Angeles, California, relates that KPMG will
be retained for the sole purpose of advising the Creditors
Committee on the (i) valuation and construction of Mater Dei
Catholic High School and Mater Dei Catholic Parish, (ii) the
valuation of Marian Catholic High School, and (iii) issues
relating to the alleged financial arrangements with the ALSAM
Foundation.  KPMG is the audit, tax and advisory firm, and the
U.S. member firm, of KPMG International.

As advisors, KPMG will research, analyze, consult and testify
regarding the valuation and construction issues related to the
Parish and Schools, and arrangements with ALSAM.

KPMG will be compensated at its regular hourly rates and
reimbursed for expenses incurred.

KPMG's hourly rates are:

    Partner/Managing Director       $425
    Manager                          315
    Senior Consultants               225
    Staff Consultants                150
    Para-Professional                105

Randi Rosen, KPMG's tax managing director, assures the Court that
KPMG neither holds nor represents an interest adverse to the
interests of the estate, creditors or equity security holders of
the Diocese.

The Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately  
3,000 people in various areas of work.  The Diocese filed for
Chapter 11 protection just before commencement of the first of
court proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.

The Diocese's exclusive period to file a chapter 11 plan of
reorganization expires on June 27, 2007.  On March 27, 2007, the
Debtor filed its plan and disclosure statement.  (Catholic Church
Bankruptcy News, Issue No. 93; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


CATHOLIC CHURCH: Davenport Wants to Sell Farm for $310,000
----------------------------------------------------------
The Diocese of Davenport seeks authority from the U.S. Bankruptcy
Court for the Southern District of Iowa to sell one of its surplus
properties, free and clear of interest, including prepetition and
postpetition claims, tax lien claims or any other claims.

Richard A. Davidson, Esq., at Lane & Waterman LLP, in Davenport,
Iowa, relates that following Davenport's employment of three real
estate agents, the Diocese has entered into a real estate listing
agreement with Ruhl Commercial, Inc.  The Agent has also procured
a real estate agreement from a prospective buyer, which is
acceptable to the Diocese.

Mr. Davidson discloses that the farm at 3718 Telegraph Road, in
Davenport, Iowa, will be sold to Charles Van Fossen for $310,000.   
Mr. Davidson informs the Court that the Diocese has determined
that the purchase agreement with Mr. Van Fossen, which was
negotiated at arm's-length and in good faith, represent the
highest and best offer for the Property.

The only known adverse interest in the Property is a judgment
lien held by Michl D. Uhde by virtue of a judgment entered
against the Diocese in September 2006, Mr. Davidson discloses.   
He adds that notice will be given pursuant to Rule 9014(b) of the
Federal Rules of Bankruptcy Procedure.

The Diocese further seeks the Court's authority to:

   (a) pay $21,700 from the net sale proceeds to Ruhl Commercial
       for the sale of the farm; and

   (b) pay the normal and customary expenses of the sale,
       including title and abstract charges, recording fees, and
       all other costs and expenses.

The Diocese asks the Court to waive the 10-day stay provision in
Rule 6006(g) of the Federal Rules of Bankruptcy Procedure because
the sale is not contested and the Potential Purchaser desire to
close on the transaction as soon as possible.

The Property is being sold AS-IS, WHERE-IS, with no
representations or warranties, except for what is stated in the
Purchase Agreement between the Diocese and the Purchaser.

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.  
Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  Hamid R.
Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang
Zhiel Young Jones & Weintraub LLP represent the Official Committee
of Unsecured Creditors.  In its schedules of assets and
liabilities, the Davenport Diocese reported $4,492,809 in assets
and $1,650,439 in liabilities.  

Davenport's exclusive period to file a plan will expire on
Aug. 15, 2007.  Its exclusive period to solicit acceptances of
its plan will expire on Oct. 14, 2007.  (Catholic Church
Bankruptcy News, Issue No. 93; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CENTRAL PARKING: S&P Affirms B Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on Central Parking Corp.'s senior secured first-
lien and second-lien bank facilities, following the company's
recent announcement that it added $10 million to the first-lien
term loan facility and increased the first-lien revolving credit
facility by $5 million.
     
S&P also affirmed the 'B' corporate credit rating on Nashville,
Tennessee-based Central Parking.  The outlook is negative.
     
At the same time, the CMBS debt issued by the Central Parking's
property company was reduced to $415.3 million from
$417.8 million.

The first-lien credit facility is rated 'B', with a recovery
rating of '3', indicating an expectation for meaningful (50%-80%)
recovery of principal in the event of a payment default.
     
S&P affirmed the 'CCC+' bank loan and '5' recovery ratings on the
company's $50 million second-lien term loan facility.  The '5'
recovery rating indicates an expectation for negligible (0%-25%)
recovery of principal in the event of a payment default.  
Following the execution of the new credit facilities on May 22,
2007, the ratings on Central Parking's previous credit facilities
are withdrawn.
     
Central Parking's senior secured credit facilities now consist of:

    * an $80 million first-lien revolving credit facility maturing
      in 2013;

    * a $55 million synthetic letter of credit facility due 2014;

    * a $235 million first-lien senior secured term loan B
      maturing in 2014; and

    * a $50 million second-lien term loan facility due 2014.

Ratings List

Ratings Affirmed

Central Parking Corp.

  Corporate Credit Rating             B/Negative/--
  
  Senior Secured
  First-Lien Credit Facilities        B
   Recovery Rating                    3
  Second-Lien Term Loan               CCC+
   Recovery Rating                    5


COLLINS & AIKMAN: Plan Confirmation Hearing Postponed to July 12
----------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court
for the Eastern District of Michigan adjourned the hearing to
consider the confirmation of Collins and Aikman Corp. and its
debtor-affiliates' First Amended Joint Plan to July 12, 2007, at
9:30 a.m., Eastern Time.

The hearing may be continued from time to time by the Court or by
the Debtors with written notice of any adjournment from the
Debtors to pertinent parties, including to those who timely filed
objections to confirmation of the Plan.

According to Jewel Gopwami of the Detroit Free Press, a company
spokesman said that the Debtor wants the Court to authorize the
sale of its automotive flooring and acoustic components business
for $126 million to Wilbur Ross' International Automotive
Components Group North America Inc.

The hearing, which has been adjourned three times, was originally
scheduled to commence April 19.  The Debtors, prior to the first
postponement, told the Court that they needed a 'short' extension
to satisfy all the requisites for confirmation.

As reported in the Troubled Company Reporter on April 23, 2007,
the Debtors have worked extensively with their major constituents
to market and sell the Debtors' assets, in accordance with the
deadlines set forth in the Plan and the customer agreement among
the Debtors and their major customers, and settle several major
outstanding creditor disputes.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.

On Aug. 30, 2006, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Dec. 22, 2006, they filed an Amended
Joint Chapter 11 Plan.  The Court approved the adequacy of the
Amended Disclosure Statement.


COMMONWEALTH EDISON: S&P Lowers Corporate Credit Rating to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Commonwealth Edison Co. to 'BB' from 'BBB-'.  The rating
remains on CreditWatch with negative implications.

In addition, the 'BBB+' corporate credit ratings on Exelon Corp.,
Exelon Generation Co. LLC, and PECO Energy Co. are unchanged and
remain on CreditWatch negative.
     
ComEd's downgrade is predicated on these reasons:

-- While the Illinois legislative session was extended into the
    summer, making passage of any bill contingent on a three-
    fifths majority vote, S&P believe that legislators remain
    under pressure to address constituent demands for rate relief.

-- Reports that senators from the southern part of the state
    refuse to allow the state's budget to go to a floor vote until
    concrete rate relief in excess of the $500 million relief
    package currently offered by the state's utilities and
    generators is secured raises concerns that the ultimate
    conclusion in this debate could very well be a rate freeze.

-- S&P note that HB1750--the original three-year rate freeze that
    the House passed in March--which up until this week had been
    considered a long-shot in the Senate was passed out of
    committee in its original form.  The bill can be called to a
    floor vote at any time.  If passed by the senate, the bill
    would go directly to Governor Blagojevich, who has over the
    past year voiced his support for a rate freeze.

-- The best-case scenario at the moment appears to be a
    concession package that will cost ComEd more than $100 million
   (and ExGen and other generators about $300 million) without any  
    guaranteed assurances that future legislators will not try to
    introduce rate freeze legislation once again come next heating
    or cooling season.
     
The ratings on Exelon and its non-Illinois subsidiaries are
unchanged based on:

-- If all parties agree to a concession package, S&P assume
    ExGen's final contribution will be more than manageable for
    the company.  If legislators' demands become excessive, S&P
    believe there will be no accord, in which case rate-freeze
    legislation becomes more likely.

-- An extension of the Illinois rate freeze and rollback of rates
   would heighten counterparty credit risk at ExGen and asset-
   impairment risk at Exelon.

It would also expose Exelon to ComEd's pension obligations, which
are joint and several obligations of Exelon.  That being said, as
S&P have indicated in previous reports, if a rate freeze occurs,
S&P would expect the damage to Exelon and its non-Illinois
subsidiaries to be contained.

-- Over the past year, Exelon has taken several steps to distance
    itself from ComEd.  These steps have included removing ComEd
    as a borrower under Exelon's existing credit facilities,
    removing provisions that would treat ComEd as a significant
    subsidiary under those facilities, and obtaining a
    nonconsolidation opinion regarding ComEd.
     
The ratings on all four companies could be lowered if rate-freeze
legislation is passed.  If the threat of legislation diminishes,
Standard & Poor's would remove all ratings from CreditWatch and
stabilize the current ratings.


COMMUNITY HEALTH: S&P Holds Negative Watch on Pending Triad Buy
---------------------------------------------------------------
Standard & Poor's Ratings Services said its corporate credit
rating on Brentwood, Tennessee-based hospital owner and operator
Community Health Systems Inc. (BB-/Watch Neg/--) remains on
CreditWatch with negative implications, where it was originally
placed on March 20, 2007.

The CreditWatch listing reflects the company's pending acquisition
of Triad Hospitals Inc. in a transaction valued at about
$6.8 billion.
      
"If the transaction closes as expected, early in the third
quarter, we will then lower the corporate credit rating to 'B+'
and the outlook will be stable," explained Standard & Poor's
credit analyst David Peknay.
     
At the same time, S&P will assign these ratings to the proposed
issues that will finance the acquisition of Triad as well as
refinance the existing debt of both companies:

    * $750 million revolving credit facility: 'BB-' ('1' recovery
      rating)

    * $500 million delayed draw term loan: 'BB-' ('1' recovery
      rating)

    * $5.7 billion term loan B: 'BB-' ('1' recovery rating)

    * $3.365 billion senior notes: 'B-'

The lower corporate credit rating will reflect the significantly
higher amount of debt that will weaken the company's financial
risk profile.  When the transaction is completed, we will withdraw
the ratings on Community's existing debt.


CREDIT SUISSE: S&P Puts Developing Watch on 3 Certificates' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on three
classes of commercial mortgage pass-through certificates issued by
Credit Suisse First Boston Mortgage Securities Corp.'s series
2001-FL2 on CreditWatch with developing implications.  

Concurrently, S&P affirmed its ratings on three notional balance
interest-only classes from the same series.
     
The CreditWatch placements follow Standard & Poor's analysis of
the remaining asset in the pool, the Hotel Royal Plaza in Orlando,
Florida, which is REO.  The CreditWatch placement will remain in
effect while S&P monitor efforts by the special servicer, Archon
Group, to liquidate the property, which is expected to occur
during the second half of 2007.  The analysis indicated that sales
proceeds should be sufficient to repay amounts outstanding on the
securities at the time of liquidation, including accumulated
interest shortfalls.  The classes remain vulnerable to losses,
however.
     
The analysis included a revaluation of the hotel based on data
recently provided by the special servicer, including a Member
Appraisal Institute appraisal dated March 2007, the 2007 budget,
and actual operating statements for January and February 2007. As
of the May 17, 2007, remittance report, the Hotel Royal Plaza
asset had a total exposure of $51.5 million, which included
$16.5 million of servicer advances.  The property was forced to
close after it sustained extensive damage from hurricanes Charley,
Frances, and Ivan.  It was first transferred to the special
servicer in November 2001 and became REO in 2005.  The damage was
repaired, and the property became fully operational in
May 2006.  Occupancy was 68.3% through year-end 2006, and the
property's actual operating performance year-to-date in 2007 has
outperformed the budget by 86%.
     
The master servicer, KeyBank Real Estate Capital, has stopped
advancing on the asset, and the cash flow generated by the
property is being used to reduce the outstanding servicer
advances.  Archon has informed Standard & Poor's that it intends
to liquidate the property in the second half of 2007.
    

               Ratings Placed on Creditwatch Developing
    
         Credit Suisse First Boston Mortgage Securities Corp.
             Commercial mortgage pass-through certificates
                           series 2001-FL2

                     Class               Rating
                     -----               ------
                                To                  From
                                --                  ----
                      J         B-/Watch Dev        B-
                      K         CCC/Watch Dev       CCC
                      L         CCC-/Watch Dev      CCC-

                         Ratings Affirmed

       Credit Suisse First Boston Mortgage Securities Corp.
          Commercial mortgage pass-through certificates
                         series 2001-FL2

                         Class   Rating
                         -----   ------
                         AY 2    AAA
                         AY3     AAA
                         AY4     AAA


CRICKET COMMS: S&P Holds Junk Rating on $1.035 Billion Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' rating on
San Diego, California-based Cricket Communications Inc.'s
$1.035 billion of senior unsecured notes due 2014.

The amount includes a proposed $285 million tack-on to an existing
$750 million of 9.375% senior unsecured notes.
     
Simultaneously, S&P affirmed the 'B-' corporate credit rating on
parent company Leap Wireless International Inc.  The outlook is
positive.  Pro forma total debt is approximately $2.6 billion on
an operating lease-adjusted basis.  
     
Proceeds from the notes, to be issued by Cricket under Rule 144A
without registration rights, will be used to fund operating
expenses and capital expenditures associated with the build out of
new markets under the Advanced Wireless Services licenses, as well
as for general corporate purposes.  The notes are guaranteed by
Leap.

Ratings List

Leap Wireless International Inc.

Corporate Credit Rating            B-/Positive/--

Cricket Communications Inc.
Senior Unsecured                   CCC


DAKOTA ARMS: Court Converts Chapter 11 Case to Chap. 7 Liquidation
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota converted
Dakota Arms Inc.'s Chapter 11 bankruptcy case to a Chapter 7
liquidation proceeding, Bill Rochelle of Bloomberg News reports.

In March 2007, Bloomberg reported that Dakota Arms obtained Court
authority to sell substantially all of its assets to Technology
Funding Group LLC for $1.12 million in cash plus the assumption of
certain debt.

According to that report, Technology Funding will subordinate its
$8.9 million unsecured claim to the claims of other unsecured
creditors and provide funding to continue a lawsuit aiming void
the security interest held by First Western Securities LLC on the
grounds that it was not properly perfected.

After expenses, Technology Funding will split recoveries in the
lawsuit, giving creditors 60% and keeping the rest, the report
said.

Alliance Management Inc. served as the Debtor's investment banker
in the sale of its assets.

For the engagement, Alliance Management will receive a $10,000
retainer, and a success fee of 3.00% of the purchase price paid
for Debtor or its assets, provided that purchase price equals or
exceeds $3 million.  

The firm's services will also be paid a straight hourly rate of
$325.

Headquartered in Sturgis, South Dakota, Dakota Arms Inc. sold
guns and firearms.  The company filed a chapter 11 petition on
July 6, 2006 (Bankr. D. Minn. Case No. 06-41315).  Faye Knowles,
Esq., and Ryan Murphy, Esq., at Fredrikson & Byron, PA represent
the Debtor in its restructuring efforts.  Henry T. Wang, Esq., at
Gary Plant Mooty Mooty & Bennett PA, and Chrystal Donnell, Esq.,
at Faegre & Benson serve as counsel to the Official Committee of
Unsecured Creditors.  When the Debtor sought protection from its
creditors, it estimated assets and debts between $1 million to
$10 million.


DORAL FINANCIAL: Receives $610 Million Offer from FBOP
------------------------------------------------------
Doral Financial Corp. has received an unsolicited letter from FBOP
Corporation, a privately-held Oak Park, Illinois, bank holding
company, offering, among other things, to purchase from Doral
$610 million of common stock at approximately $1.41 per share, for
an 80% ownership interest in Doral, with existing shareholders
retaining the remaining 20%.

The proposal is conditioned on, among other things, FBOP
conducting diligence by June 30, 2007.  

Doral previously entered into a Stock Purchase Agreement dated as
of May 16, 2007, with Doral Holdings Delaware LLC, or Holdings, a
newly formed entity in which Bear Stearns Merchant Bank and other
investors, including Marathon Asset Management, Perry Capital, the
D. E. Shaw group, Tennenbaum Capital Partners, Eton Park Capital
Management, Goldman Sachs & Co., Canyon Capital Advisors and GE
Asset Management, will invest.

Doral continues to be bound by the terms of the stock purchase
agreement.

Doral's Board of Directors will promptly review the terms of the
proposal submitted by FBOP in a manner consistent with its
obligations under the May 16, 2007 stock purchase agreement and
the directors' fiduciary duties.

Separately, Doral has received confirmation from Holdings that it
has obtained sufficient additional equity commitments from
investors to fund the proposed investment in Doral and that the
condition to closing relating to obtaining additional commitments
has been satisfied.

The company advised the New York Stock Exchange on June 1, 2007,
it has set June 11, 2007 as the record date for the Annual Meeting
of Stockholders.

                    About Doral Financial Corp.

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

                          *     *     *

As reported in the Troubled Company Reporter on May 21, 2007,
Fitch Ratings lowered Doral Financial Corporation's Long-term
Issuer Default Rating to 'B' from 'B+'; Senior debt rating to
'B-' from 'B'; Preferred stock rating to 'CCC' from 'CCC+'; and
Individual to 'E' from 'D/E'.

At the same time, Moody's Investors Service said it is continuing
its review of Doral Financial Corporation for possible downgrade.  
The ratings have been on review for possible downgrade since
Jan. 5, 2007, when Doral was downgraded to B2 from B1 for senior
debt.  The review has centered on Doral's prospects for
refinancing $625 million of debt maturing in July.


DURA AUTOMOTIVE: Wants Two Remaining Key Leases Assumed
-------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates seek the
U.S. Bankruptcy Court for the District of Delaware's authority to
assume their Elkhart III and Brownsville non-residential property
leases, and pay the amounts necessary to cure each lease.

As previously reported, the Debtors conducted an analysis and
review of all their outstanding leases and identified six
prepetition unexpired leases.  Four of the leases were determined
to be beneficial to their estates and are subject to a prior
request for assumption under Section 365 of the Bankruptcy Code.

The Debtors believe that the two remaining leases are necessary
for the successful operation of their businesses both during and
upon exit from bankruptcy:   

  1. Elkhart III: 53061 Ada Drive, Elkhart, Ind.: Expires
     September 2012

        i. Description: This facility is approximately 100,000
           square-foot manufacturing plant where the Debtors
           produce a variety of their glass products, including
           glass for recreational vehicles, mass transit, and
           truck cabs.

       ii. Cure Amount: $27,301

      iii. Basis for Assumption: Elkhart III is a critical
           production facility in the Debtors' profitable glass
           component division, the Creation Group.  It is
           conveniently located near the Debtors' other Elkhart
           plants and a number of the Debtors' glass products
           customers.  This convenient location reduces
           transport costs and allows the Debtors to meet their
           customers' needs in short order.  The Debtors have
           determined it is in the best interests of their
           estates to assume this lease because of the
           competitive terms, general desirability of the
           location, and the cost benefits associated therewith.

  2. Brownsville: 5845 East 14th Street Brownsville, Texas:
     Expires March 2013

        i. Description: This contract is for a variety of
           logistical and warehouse services, including 20,000
           square feet of warehouse space.  The agreement can be
           terminated by either party with three months' written
           notice to the other party before 2009 and with 120
           days' notice after 2009.

       ii. Cure Amount: $0

      iii. Basis for Assumption: The Brownsville Agreement         
           provides a variety of important logistical services
           and warehousing space supporting the Debtors' Mexican
           interests.  As the Debtors continue to shift
           production to their Mexican facilities pursuant to
           the business plan, it is critical to maintain   
           appropriate logistical support and storage space near
           those operations.  Due to its convenience and the
           important nature of the services rendered, the
           Debtors have determined that it is in the estates'
           best interest to assume the Brownsville Agreement.

                     About DURA Automotive

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

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

The Debtors' exclusive plan-filing period expires on May 23,
2007. (Dura Automotive Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/       
or 215/945-7000).


DURA AUTO: Court Extends Exclusive Plan-Filing Period to Sept. 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended Dura Automotive Systems Inc. and its debtor-affiliates'
exclusive period to file a chapter 11 plan of reorganization to
Sept. 30, 2007.  The Court also extended the Debtors' exclusive
solicitation period to Nov. 30, 2007.

As reported in the Troubled Company Reporter on May 18, 2007, the
Debtors said that the extension will free them through the end of
September of the potentially costly and time-consuming distraction
of competing chapter 11 plan proposals.

M. Blake Cleary, Esq., at Young Conaway Stargatt and Taylor LLP,
in Wilmington, Delaware, relates that the Debtors have conveyed
their intent to formally present their five-year business plan to
the Official Committee of Unsecured Creditors on May 31, 2007.

The Debtors provided a summary of their business plan to the
Committee's financial advisors on May 22.  Among other things,
the summary contained projections regarding the Debtors' future
revenue and earnings for the years 2007 through 2012.1

Based on the information contained in the summary, and the
Debtors' agreement to present the business plan on May 31, the
Creditors Committee supports the Debtors' request for an
extension.

                     About DURA Automotive

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

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

The Debtors' exclusive plan-filing period expires on May 23,
2007. (Dura Automotive Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/       
or 215/945-7000).


ENERGY PARTNERS: Sells Onshore South Louisiana Assets for $71.7MM
-----------------------------------------------------------------
Energy Partners, Ltd. disclosed a definitive agreement to sell
substantially all of its onshore South Louisiana assets to a
privately held onshore operator for $71.7 million in cash.  The
announced sale represents approximately one-third of the reserves
contained within the divesture package EPL has been marketing
recently, which included both onshore south Louisiana and Gulf of
Mexico (GOM) Shelf properties. The transaction is expected to
close mid-June subject to customary closing conditions and
adjustments.

Richard A. Bachmann, EPL's Chairman and Chief Executive Officer,
commented, "We are very pleased to have received this compelling
offer, which encouraged us to break out the onshore portion of our
divesture package to accommodate the sale. We will now begin
separately marketing the balance of our divesture package which is
comprised entirely of GOM Shelf assets."

Merrill Lynch Petrie Divesture Advisors served as the exclusive
advisor on this transaction.

Founded in 1998, EPL is an independent oil and natural gas
exploration and production company based in New Orleans,
Louisiana. The Company's operations are focused along the U. S.
Gulf Coast, both onshore in south Louisiana and offshore in the
Gulf of Mexico.

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

                          *     *     *

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


GRANITE BROADCASTING: Completes Reorganization Plan
---------------------------------------------------
Granite Broadcasting Corporation has consummated its First Amended
Joint Plan of Reorganization.

The Plan was confirmed by the United States Bankruptcy Court for
the Southern District of New York on May 22, 2007.

"We are very pleased that we were able to execute our Plan in a
timely fashion and successfully conclude our reorganization," W.
Don Cornwell, Chairman and Chief Executive Officer, said.  "As a
result, we have a much stronger balance sheet and a much lower
debt burden, providing the company with the resources it needs to
invest in and grow its local television businesses, and seek new
station and market opportunities.

"I am very grateful to all of the company's employees and everyone
who worked very diligently on the company's behalf to complete
this restructuring within six months of filing."

Under the Plan, general unsecured creditors receive a full
recovery on their pre-petition or agreed-upon claims.

Holders of the company's Secured Term Loans and 9-3/4% Senior
Secured Notes due in 2010, representing an aggregate of more than
$500 million in total secured claims, have converted their debt
(on a pro-rata basis) into:

    (i) a new $200 million senior secured term loan and

   (ii) shares of the company's new common equity, representing,
        in the aggregate, 97% of the new common equity of the
        company distributed pursuant to the Plan.

The remainder of the new common equity distributions will be made
in accordance with the terms of the Plan.

Silver Point Capital has become the majority shareholder of the
company.  Silver Point Capital commented, "We are pleased that
Granite's Plan has been consummated, allowing Granite to emerge as
a much stronger company with a much brighter future.  We look
forward to working with management to achieve that future."

"Our existing cash on hand, together with the $25 million of
availability under our new revolving credit facility, which will
be undrawn at closing, will provide us with the liquidity we need
to execute our business plan," Mr. Cornwell commented.

All of the Company's pre-existing 12-3/4% Cumulative Exchangeable
Preferred Stock and Class A and Class B Common Stock have been
canceled.  The new common equity will not be publicly traded.

The company was advised during its restructuring by Akin Gump
Strauss Hauer & Feld LLP, as legal advisor, and Houlihan Lokey
Howard & Zukin Capital, Inc., as financial advisor.  Silver Point
was advised by Milbank, Tweed, Hadley & McCloy LLP, as legal
advisor, and The Blackstone Group, as financial advisor.

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.


FENDER MUSICAL: S&P Rates New $100 Million Term Loan at B+
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on Fender Musical Instruments Corp.'s $200 million
proposed senior secured credit facility, following the
announcement that the company will issue a new $100 million, 12-
month delayed-draw term loan facility, and revise the term loan's
incurrence leverage test to 4.75x from 4.5x earlier.

The existing first-lien credit facility is rated 'B+', with a
recovery rating of '3', indicating an expectation for meaningful
(50%-80%) recovery of principal in the event of a payment default.
     
At the same time, S&P assigned the new $100 million delayed-draw
term loan facility a rating of 'B+' with a recovery rating of '3'.
     
Although S&P do not expect the company to draw a significant
amount of the delayed-draw facility, Standard & Poor's will assess
the impact upon such a development on the company's corporate
credit rating and outlook that could result in weaker credit
protection measures.


Ratings List:

Fender Musical Instruments Corp.
Corporate Credit Rating          B+/Stable/--

Ratings Affirmed

Fender Musical Instruments Corp.

$200 Million Senior Secured
  Term Loan B                     B+ (Recovery Rating: 3)

Ratings Assigned

Fender Musical Instruments Corp.

$100 Million Delayed-Draw
  Term Loan                       B+ (Recovery Rating: 3)


ENTERGY NEW ORLEANS: S&P Lifts Corporate Credit Rating to BBB-
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' corporate
credit rating on Entergy Corp., Entergy Arkansas Inc., Entergy
Gulf States Inc., Entergy Louisiana LLC, and Entergy Mississippi
Inc. as well as all the issue ratings for Entergy and all its
subsidiaries.  In addition, the outlook on Entergy and its
subsidiaries is revised to stable from negative.
     
At the same time, Standard & Poor's raised its corporate credit
rating on Entergy New Orleans Inc. to 'BBB-' from 'D', and raised
the senior secured debt rating to 'BBB-' from 'D'.

Standard & Poor's also reviewed the jurisdictional separation plan
for EGSI, which would result in that company separating into two
distinct entities, Entergy Gulf States Texas Inc. and Entergy Gulf
States Louisiana Inc., and expects to assign the same corporate
credit ratings to the new entities as the consolidated company.  
Standard & Poor's will finalize these ratings when the two
companies are created on Jan. 1, 2008.

Standard & Poor's also raised its corporate credit rating on
System Energy Resources Inc. to 'BBB' from 'BBB-' and the senior
secured debt rating to 'BBB+' from 'BBB'.

The outlook for all ratings is stable.
     
The ratings actions on Entergy and its subsidiaries reflects
Entergy's successful efforts to address many of the challenges
posed as a result of Hurricanes Katrina and Rita, thereby
arresting any deterioration in credit quality.
      
"The stable outlook on Entergy and its subsidiaries reflects the
expectation that credit quality has stabilized at current levels
and that Entergy can successfully and constructively address the
current and upcoming regulatory issues without adversely affecting
credit quality," said Standard & Poor's credit analyst Dimitri
Nikas.  Standard & Poor's is not currently contemplating any
improvements in credit quality over near term, because the current
ratings provide Entergy with some headroom to address the ongoing
regulatory challenges, and importantly, provide headroom if the
competitive nuclear generation business performs below
expectations.
      
"Nevertheless, if Entergy continues to consistently generate
strong credit metrics, then the outlook may be revised to positive
and ratings could eventually be raised," he continued.  At the
same time, a negative outlook is not contemplated, unless the
company's business risk increases drastically or the financial
profile weakens for the current level of business risk.


FINANCE AMERICA: S&P Downgrades Ratings on Three Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
certificates from two transactions issued by Finance America
Mortgage Loan Trust: classes B-1 and B-2 from series 2004-2 and
class B1 from series 2004-1.

At the same time, S&P placed the ratings on classes B-1 and B-2
from 2004-2 on CreditWatch with negative implications, and left
the rating on class B1 from series 2004-1 on CreditWatch negative,
where it was initially placed on March 15, 2007.

Additionally, S&P placed its ratings on class M-6 from series
2003-1 and class M-9 from series 2004-2 on CreditWatch with
negative implications.
     
The lowered ratings and negative CreditWatch placements reflect
deterioration in available credit support to the respective
certificates.  Projected credit support is insufficient at the
current rating levels for all of the affected classes.  As of the
May 2007 remittance period, overcollateralization was below its
target by approximately 25%, 92%, and 56% for series 2003-1,
2004-1, and 2004-2, respectively.  The O/C deficiencies and
erosion of credit support are due to monthly realized losses that
have outpaced monthly excess interest in recent months.  As of the
May remittance, cumulative losses were 1.39%, 1.57%, and 1.21% of
the original principal balances, for series 2003-1, 2004-1, and
2004-2, respectively, while total delinquencies were 13.74%,
29.90%, and 21.11% of the current principal balances.
     
Standard & Poor's will continue to closely monitor the five
classes with ratings on CreditWatch negative.  If delinquencies
improve and losses decline to a point at which they no longer
exceed monthly excess interest, and the level of credit
enhancement is not further eroded, S&P will affirm the ratings on
these classes and remove them from CreditWatch.  Conversely, if
delinquencies continue to translate into substantial realized
losses in the coming months and continue to erode available credit
enhancement, S&P will lower the ratings on these classes.
     
Credit support for these transactions is provided through a
combination of subordination, excess spread, and O/C.  The
collateral consists of 30-year, fixed- or adjustable-rate subprime
mortgage loans secured by first liens on residential properties.

           Ratings Lowered and Placed on Creditwatch Negative
   
                 Finance America Mortgage Loan Trust

                                             Rating
                                             ------
           Series        Class          To              From
           ------        -----          --              ----
           2004-2        B-1            B+/Watch Neg    BB+
           2004-2        B-2            B/Watch Neg     BB


          Rating Lowered and Remaining on Creditwatch Negative

                  Finance America Mortgage Loan Trust

                                             Rating
                                             ------
          Series        Class          To              From
          ------        -----          --              -----
          2004-1        B1         B/Watch Neg     BB/Watch Neg


               Ratings Placed On Creditwatch Negative

                Finance America Mortgage Loan Trust

                                             Rating
                                             ------
         Series        Class           To               From
         ------        -----           --               ----
         2003-1        M-6             BBB-/Watch Neg   BBB-
         2004-2        M-9             BBB-/Watch Neg   BBB-


FLEXTRONICS INTERNATIONAL: Inks Agreement to Acquire Solectron
--------------------------------------------------------------
Flextronics International Ltd. and Solectron Corporation
have entered into a definitive agreement for Flextronics to
acquire Solectron, creating the diversified and global provider of
advanced design and vertically integrated electronics
manufacturing services.
    
The combined company will have the broadest worldwide EMS
capabilities, from design resources to end-to-end vertically
integrated global supply chain services, which will enhance its
ability to design, build, and ship a complete package product for
its OEM customers.  By combining Solectron's resources and unique
skill sets, Flextronics will be able to provide more value and
innovation to customers by leveraging the combined global
economies of scale in manufacturing, logistics, procurement,
design, engineering and ODM services.
    
The enhanced capabilities of the combined company will create more
value for its customers and increase their competitiveness by
improving their product development process and supply chain
management, while also delivering improved product quality with
improved performance and faster time-to-market.
    
Under the terms of the definitive agreement, unanimously approved
by the boards of directors of both companies, shareholders of
Solectron will receive total consideration currently valued at
approximately $3.6 billion, based on the closing price of
Flextronics ordinary shares on June 1, 2007.
    
Each share of common stock of Solectron will be converted into the
right to receive, at the election of each of the individual
holders of Solectron shares, either, but not a combination of (i)
0.3450 shares of Flextronics or (ii) a cash payment of $3.89 per
share, subject to the limitation that not more than 70% in the
aggregate and no less than 50% in the aggregate of Solectron
shares will be converted into shares of Flextronics.
    
As a result, if holders of more than 70% of Solectron's
outstanding shares elect to receive Flextronics stock, the shares
of those holders to be converted into Flextronics stock will be
proportionately reduced so that not more than 70% of Solectron's
outstanding shares in the aggregate are converted into shares of
Flextronics stock, with those holders' remaining shares converted
into cash. In this case, Solectron shareholders electing cash
consideration will receive cash consideration for all their
shares.

Alternatively, if holders of more than 50% of Solectron's
outstanding shares elect to receive cash, the shares of those
holders to be converted into cash will be proportionately reduced
so that not more than 50% of Solectron's outstanding shares in the
aggregate are converted into cash, with those holders' remaining
shares converted into shares of Flextronics.  In this case,
Solectron shareholders electing stock consideration will receive
stock consideration for all their shares.
    
In no case, other than by virtue of fractional shares, will
shareholders who elect to receive the stock consideration receive
less than 70% of their total consideration in Flextronics stock.
Alternatively, in no case will shareholders who elect to receive
cash consideration receive less than 50% of their total
consideration in cash.
    
Based upon Solectron's 909.2 million shares and share equivalents
outstanding on March 2, 2007, the range of cash to be paid and
shares to be issued by Flextronics is as :

                                               Total Value
    
Maximum Cash Payments
(assuming 50% of consideration
paid in cash)               $1,768,419,886   $1,768,419,886
    
Minimum Number Flextronics
Shares to be issued (assuming
50% of consideration to be
paid in stock)                $156,839,296   $1,835,019,761
      
Total value as of June 1, 2007               $3,603,439,647


Minimum Cash Payments (assuming
30% of consideration paid
in cash)                     $1,061,051,932  $1,061,051,932
    
Maximum Number Flextronics
shares to be issued (assuming
70% of consideration to be
paid in stock)                 $219,575,014  $2,569,027,665
     
Total value as of June 1, 2007               $3,630,079,597
    
The cash consideration represents a premium of approximately 15%
and the stock consideration represents a premium of approximately
20% over Solectron's closing price of $3.37 on June 1, 2007.
While Flextronics will continue to evaluate alternative long-term
financing arrangements, Citigroup Global Markets Inc. has
committed to provide Flextronics with a $2.5 billion seven-year
senior unsecured term loan to fund the cash requirements for this
transaction, including the refinancing of Solectron's debt, if
required.  After the acquisition, Solectron will become a wholly
owned subsidiary of Flextronics, and Solectron shareholders will
own approximately 20% to 26% of Flextronics's outstanding shares.
    
As part of the agreement, Solectron has the right to nominate two
individuals approved by Flextronics to the board of directors of
the combined company.  The transaction is subject to customary
closing conditions, including shareholder approvals of both
companies, certain regulatory approvals and other customary
closing conditions.  The acquisition is expected to close by the
end of calendar year 2007.  Until the acquisition is completed,
both companies will continue to operate their businesses
independently.
    
"Solectron is an important strategic addition to Flextronics and
this combination transforms the landscape of the company's
industry," Mike McNamara, chief executive officer of Flextronics,
said.  By joining forces, the company expects the increased scale
will enable the company to further extend its market segment reach
and leverage an increased vertical integration opportunity,
realize significant cost savings, and better serve the needs of
the company's combined customers, employees and shareholders.
Solectron's strength in the high-end computing and telecom
segments will be an invaluable addition to Flextronics's existing
capabilities and the combined company will be a market leader in
most product market segments.  The company be a larger, more
competitive company and therefore better positioned to deliver
supply chain solutions that fulfill the company's customers'
increasingly complex requirements.  

The breadth and depth of the combined company significantly
leverages its vertical integration capability while taking
significant costs out of the combined company's infrastructure.  
The combined company is clearly more diversified and formidable
than either on its own, and the company is better positioned to
increase shareholder value through greater cash flow and
earnings.  The company are thrilled to add Solectron's customers
and employees to the company's organization, McNamara added."
    
"Flextronics's proven track record, complementary market
positions, strong balance sheet and stellar reputation as a global
leader in electronics manufacturing services make the com" Paul
Tufano, executive vice president and interim chief executive
officer of solectron, said.

Specifically, the transaction will provide Solectron's customers
with an enhanced portfolio of design and vertically integrated
capabilities, greater scale, and expanded supply chain leverage
along with the advantages of an increased low cost global
footprint." Tufano added, "Combining these two companies allows
the company to transcend what it has accomplished individually
and significantly reshapes and reenergizes the company's industry.
The company believes Flextronics has the large scale integration
expertise and systems infrastructure capable of successfully
integrating and managing the combined company to ensure all of the
significant synergies are realized.  Flextronics is the best
strategic partner for Solectron, and the company is excited about
the potential of this combined company going forward and the value
creation that it represents.  Moreover, with the significant stock
component offered in the transaction, Solectron's shareholders
have a meaningful opportunity to participate in the realization of
that value."
    
"Over the last 18 months, the company has reorganized its
management structure to create the infrastructure required
to effectively and efficiently add scale to its operations.  As a
result, the company is well prepared to achieve the expected
synergies by integrating the company's new partner into the  
company," McNamara concluded.

                       Financial Expectations
    
"While some synergies will be achieved in the first 12 months
after closing, it could take up to 18-24 months to fully integrate
this acquisition and realize the full synergy potential, which the
company estimates to be at least $200 million after-tax," Thomas
J. Smach, chief financial officer of Flextronics, stated.  This
should be at least 15% accretive to Flextronics's earnings per
share once all of the synergies are realized.  As the integration
progresses and actual synergies are realized, the company expects
to raise its EPS expectations as the accretion occurs over the 18-
24 month integration period.  Although restructuring charges are
expected to result from the integration of the acquisition,
Flextronics expects to generate cash flow synergies well in excess
of the cash portion of such restructuring charges."
    
"This combination is expected to create customer benefits, cost
reductions and synergies neither company could have achieved
on its own."
    
Citigroup Global Markets Inc. acted as exclusive financial advisor
to Flextronics in connection with the transaction and Curtis,
Mallet-Prevost, Colt & Mosle LLP acted as legal advisor to
Flextronics.  Goldman, Sachs & Co. acted as exclusive financial
advisor to Solectron in connection with the transaction and Wilson
Sonsini Goodrich & Rosati acted as legal advisor to Solectron.
    
                          About Solectron

Based in Milpitas, California, Solectron Corporation (NYSE: SLR) -
- http://www.solectron.com/-- is one of the world's providers of  
complete product lifecycle services.  The company offers
collaborative design and new product introduction, supply chain
management, lean manufacturing and aftermarket services such as
product warranty repair and end-of-life support to leading
customers worldwide.  Solectron works with the world's
providers of networking, telecommunications, computing, storage,
consumer, automotive, industrial, medical, self-service automation
and aerospace and defense products.  The company's industry-
leading Lean Six Sigma methodology provides OEMs with quality,
flexibility, innovation and cost benefits that improve competitive
advantage.  Solectron operates in more than 20 countries on five
continents and had sales from continuing operations of
$10.6 billion in fiscal 2006.

                          About Flextronics

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX) -- http://www.flextronics.com/-- provides  
complete design, engineering and manufacturing services to
automotive, computing, consumer digital, industrial,
infrastructure, medical and mobile OEMs.


FLEXTRONICS INTERNATIONAL: Solectron Bid Cues S&P's Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and 'BB-' subordinated debt ratings on Singapore-based
Flextronics International Ltd. on CreditWatch with negative
implications following the company's announcement that it intends
to acquire Solectron Corp. for cash and stock valued at about
$3.6 billion.

At the same time, S&P affirmed its 'BB-' corporate and senior
unsecured ratings on Milpitas, California-based Solectron Corp.  

These ratings will be withdrawn following the transaction.
      
"The combination of Flextronics and Solectron enhances the
business profile of the company through reduced end market
concentration, increased scale and potential for cost reducing
synergies," said Standard & Poor's credit analyst Lucy Patricola.  
Flextronics' handset exposure, 31% prior to the acquisition, will
reduce to about 20%.  Likewise, Solectron's concentration in high
end computing will fall to about 20% of the combined total.  

Still, Solectron's profit levels have been under severe pressure,
with EBITDA margin of about 3%, and have only recently
demonstrated a modest reversal.
     
The mix of cash and equity contribution will be determined at
close, but the equity portion is limited to a minimum of 50% and a
maximum of 70%.  The cash portion of the agreement, in addition to
the refinancing of Solectron's existing $650 million of debt, will
require external funding ranging from about $1.75 billion to
$2.35 billion.  Assuming operating trends at Solectron do not
deteriorate, S&P likely will affirm its 'BB+' corporate rating on
Flextronics at the high end of the proposed equity contribution
structure.  If the equity proportion is at the low end, the rating
would likely be lowered one notch.
     
S&P will meet with management to review the business profile of
the combined operation, potential synergies and the company's
proposed capital structure to determine the impact on the rating.  


FRENCH LICK: Financial Filing Delays Cue S&P to Junk Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on French
Lick Resorts & Casino LLC by one notch.  The corporate credit
rating was lowered to 'CCC+' from 'B-'.

Ratings remain on CreditWatch with negative implications, where
they were placed April 10, 2007.
      
"The downgrade and continuing CreditWatch listing reflect our
concerns regarding FLRC's liquidity position given ongoing delays
in filing its financial statements and its slow ramp-up, one or
both of which could result in covenant defaults with its
creditors," said Standard & Poor's credit analyst Ariel
Silverberg.
     
The company previously anticipated that it would file its audited
financial statements for its year-end Dec. 31, 2006, by May 31,
2007.  It is unclear if these statements will be filed prior to
the expiration dates that were established in recent waivers by
creditors.  In addition, FLRC's furniture, fixtures, and equipment
facility requires the company to achieve a minimum EBITDA
threshold, and it is not clear that this level will be met at the
upcoming measurement date on June 30.
     
In resolving the CreditWatch listing, S&P will continue to monitor
FLRC's progress in addressing these issues.


FUTUREMEDIA PLC: Completes Equity Private Placement
---------------------------------------------------
Futuremedia Plc has completed an equity private placement and a
debenture for funding operations.

The company also has appointed three new directors to the
company's board, well as a new interim ceo.
    
The private placement is with a corporate investor and consists of
the sale of 446,428 ADSs for $500,000, and 1-year warrants to
subscribe for up to 3 million ADSs at $1.12 per ADS, a 96.5%
premium to the closing stock price on June 1, 2007 of $0.5699.
    
In addition, Futuremedia has concluded a further $4.6 million
financing with Cornell Capital Partners LP in the form of a loan
which is convertible, subject to certain terms and conditions into
ADSs of Futuremedia.  The loan may be converted from time to time
at the investors' option, subject to certain restrictions and
limitations on the amount of shares converted.

The conversion rate is based on the lesser of $1.25 or 80% of the
lowest volume weighted average price during the 30 trading days
immediately preceding the time of conversion. The loan, secured by
the assets of Futuremedia plc, has a term of three years and bears
interest at an annual rate of the greater of 12% or the Wall
Street Journal Prime Rate plus 2%.  Interest on the loan is
payable in cash unless the company has satisfied certain
conditions, including any registration statement in respect of the
ADSs being effective.
    
The company also disclosed changes in the composition of its
board of directors and management.  George O'Leary, Margot
Lebenberg and Brendan McNutt have been appointed directors of the
company, and O'Leary has also been appointed as interim ceo of the
company.  Leonard M. Fertig has left his position as director and
ceo of the company.  Additionally Andrew Bellomy has completed his
assignment as interim cfo.
    
"Through these developments, Futuremedia has significantly
improved upon its strategic and financial position," George
O'Leary, interim ceo of Futuremedia, said.  "The company has
secured the financing support and executive leadership to fully
capitalize on its unique market position and realize the growth
opportunities in front of the company. The company's new board
members will provide it with proven expertise in developing,
expanding and managing fast-growing organizations.  Further, the
company continues to receive invaluable support from Cornell
Capital, which has provided five rounds of financing to
Futuremedia in the past two years."
   
"This is an exciting time for the company and I believe the
company has an impressive foundation from which to build upon its
success," Mr. O'Leary continued.  "The company is currently
undertaking a full review of its operations and will update the
investment community on its strategic direction and initiatives in
mid-summer."
    
"The company would like to thank Mr. Fertig for his years of
service and contribution to Futuremedia," Jan Vandamme, chairman
of the board of Futuremedia, stated.  "Len led the transition and
restructuring of its operations during a period of dynamic change.
I would also like to welcome the company's new board members and
look forward to working with them and building on the company's
success."
    
Mr. O'Leary is currently the founder and president of SKS
Consulting of South Florida Corp. where he helps companies
implement and execute their strategic plans.  Mr. O'Leary started
SKS in 2000 with the mission to help companies focus on execution
of their core business while shedding their non- core business
assets.  Currently, Mr. O'Leary is on the board of directors of
multiple public companies.  From 1996 to 2000, Mr. O'Leary was
ceo and president of Communication Resources Incorporated, where
annual revenues grew from $5 million to $40 million during his
tenure.

Prior to CRI, Mr. O'Leary was vice president of operations of
Cablevision Industries, where he ran $125 million of business
until it was sold to Time Warner.  Mr. O'Leary holds a B.B.A.
degree in Accounting with honors from Siena College.

Margot Lebenberg brings over fifteen years of diverse experience
counseling boards of directors for a variety of public companies.
Ms. Lebenberg currently serves as executive vice president and
general counsel at The Princeton Review, Inc, where she is an
executive officer and manages the legal, real estate, insurance
and franchise issues for the international company, which provides
test preparation and educational support services.  While at The
Princeton Review she has been instrumental in restructuring the
corporation and built the company's first legal department.  Prior
to that, Ms. Lebenberg was an executive vice president and general
counsel, managing director and secretary at Soundview Technology
Group Inc.  Soundview Technology Group was later sold to The
Charles Schwab Corp. and Ms. Lebenberg played an integral role in
the negotiation and structuring of the sale.  

From 2001-2003, Ms. Lebenberg served as vice president, assistant
general counsel and assistant secretary of Cantor Fitzgerald and
its affiliate eSpeed, Inc. From 1996-2000, she was senior vice
president, secretary and general counsel of SOURCECORP
Incorporated, a business process outsourcing and consulting firm.
Ms. Lebenberg started her career at Morgan, Lewis and Bockius,
received her Juris Doctor from Fordham University School of Law
and a B.A. from SUNY Binghamton.  Ms. Lebenberg is involved in and
has served on the boards of several charities.
    
Brendan McNutt is founder and joint owner of Bryn Melyn Group, a
treatment service center for adolescents in North Wales, where he
uses his educational, social work, psychotherapeutic and business
management skills to further develop the center.  Mr. McNutt's
career began in the education and social work fields as a teacher
at St Joseph's Community Home.  Mr. McNutt holds multiple degrees
including a B.A. in Social Sciences from Open University, a Master
in Education from Liverpool University and a Master of Science in
the Psychology of Human Potential from Liverpool John Moores
University.

                       About Futuremedia PLC

Headquartered in West Sussex, England, Futuremedia PLC (Nasdaq:
FMDA) - develops on-line branded learning business.  Branded
learning is the application of eLearning to marketing
communications through online learning communities, academies and
portals.

                        Going Concern Doubt

BDO Stoy Hayward LLP expressed substantial doubt about Futuremedia
PLC's ability to continue as a going concern after auditing the
company's financial statements for the fiscal years ended April
30, 2006 and 2005.  The auditing firm pointed to the company's
recurring losses from operations and net capital deficit.


GARSON RESTAURANT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Garson Restaurant, Inc.
        2926 Hillcroft Street
        Houston, TX 77057

Bankruptcy Case No.: 07-33700

Type of Business: The Debtor operates a restaurant.
                  See http://www.garcononline.com/

Chapter 11 Petition Date: June 4, 2007

Court: Southern District of Texas (Houston)

Debtor's Counsel: Karen R. Emmott, Esq.
                  1900 North Loop West, Suite 255
                  Houston, TX 77018
                  Tel: (713) 739-0008
                  Fax: (713) 956-0489

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


GMAC COMMERCIAL: S&P Upgrades Ratings on 12 Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 12
classes of commercial mortgage pass-through certificates from GMAC
Commercial Mortgage Securities Inc.'s series 2001-C2.  
Concurrently, S&P affirmed its 'AAA' ratings on six other classes
from the same series.
     
The raised ratings reflect increased credit enhancement levels due
to loan payoffs.  Several of the upgrades of the senior
certificates reflect the defeasance of 19% of the pool.  The
affirmed ratings reflect credit enhancement levels that provide
adequate support through various scenarios.
     
As of the May 15, 2007, remittance report, the collateral pool
consisted of 89 loans with an aggregate trust balance of
$653.0 million, down from 96 loans with a balance of
$754.9 million at issuance.  The master servicer, Capmark Finance
Inc., reported financial information for full-year 2005 (48%) and
for partial- and full-year 2006 (51%), or 99% of the pool, which
excludes defeased loans (19% of the pool).  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.35x, up slightly from 1.33x at issuance.  
All of the loans in the pool are current, except for two that are
reported as being one month delinquent (2%).  There are no loans
with the special servicer.  To date, the trust has experienced
three losses totaling $0.9 million (0.1% of the pool).
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $233.7 million (36%) and a weighted average
DSC of 1.27x, down slightly from 1.31x at issuance.  Standard &
Poor's used 2005 financial data in its DSC calculation for five of
the top 10 loans (57%) because 2006 data was not available.  Four
of the top 10 loans are on the watchlist because of various
occupancy issues and associated declines in DSC, which are
discussed below.  According to inspection reports received from
Capmark, two properties were characterized as "excellent," and the
remaining collateral was characterized as "good."
     
Capmark reported a watchlist of 17 loans with an aggregate
outstanding balance of $141.0 million (22%).  Details regarding
the four top 10 loans with the servicer are:

     -- The largest exposure, Lichtenstein Portfolios ($49.9
        million, 8%), consists of three loans that are cross-
        collateralized and cross-defaulted, two of which are on    
        the watchlist.  The Lichtenstein Pennsylvania Office
        portfolio loan ($30.1 million, 5%) is secured by four
        office properties in Allentown, Reading, and Harrisburg,
        Pennsylvania.  This loan is on the watchlist due to low
        DSC.  As of Dec. 31, 2006, the weighed average DSC for
        this loan was 0.91x and the weighted average occupancy was
        82%.  The Lichtenstein Florida portfolio ($10.8 million,
        2%) is secured by five industrial properties in
        Jacksonville, Florida.  This loan is on the watchlist due
        to low DSC.  As of Dec. 31, 2006, the weighted average DSC
        for this loan was 0.84x and the weighted average occupancy
        was 88%.

     -- Princeton Park Corporate Center, a 178,591-sq.-ft.
        suburban office property in South Brunswick, New Jersey,
        secures the sixth-largest loan ($18.5 million, 3%).  This
        loan is on the watchlist because the property's largest
        tenant (83%) is vacating the premise upon lease expiration
        in August 2007.  As of Dec. 31, 2006, the DSC for this
        loan was 1.12x and occupancy was 100%.

     -- 400 Horsham Road, a 150,581-sq.-ft. office property in
        Horsham, Pennsylvania, secures the ninth-largest loan
        ($15.5 million, 2%).  This loan is on the watchlist due to
        low DSC.  In addition, leases for more than 50% of the
        space at the property are subject to roll by the end of
        2007.  As of Dec. 31, 2006, the DSC was 1.07x and
        occupancy was 95%.

     -- Courtyard by Marriott, a 155-room hotel in Milpitas,
        California, secures the 10th-largest loan ($14.5 million,
        2%).  The loan is on the watchlist due to low DSC
        attributable to decreased revenue.  As of Sept. 30, 2006,
        the DSC for this loan was 0.83x and the average daily
        occupancy was 78%.  At issuance, the underwritten DSC was
        1.85x.
     
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
   
            GMAC Commercial Mortgage Securities Inc.
         Commercial mortgage pass-through certificates
                        series 2001-C2

                      Rating
                      ------
            Class   To    From     Credit enhancement
            -----   --    ----      ----------------
             D      AA+   AA            17.20%
             E      AA    AA-           15.76%
             F      AA-   A-            13.45%
             G      A     BBB+          11.86%
             H      A-    BBB           10.41%
             J      BBB-  BB+            6.80%
             K      BB+   BB             5.93%
             L      BB    BB-            5.07%
             M      BB-   B+             3.33%
             N      B+    B              2.75%
             O      B     B-             2.18%
             P      CCC+  CCC            1.60%
                  

                       Ratings Affirmed
    
          GMAC Commercial Mortgage Securities Inc.
        Commercial mortgage pass-through certificates
                       series 2001-C2

            Class    Rating     Credit enhancement
            -----    ------      ----------------
             A-1      AAA            26.45%
             A-2      AAA            26.45%
             B        AAA            21.25%
             C        AAA            19.52%
             X-1      AAA             N.A.
             X-2      AAA             N.A.
                

                  N.A. - Not applicable.


GOODYEAR TIRE: S&P Lifts Ratings on Two Certificate Classes to B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1 and A-2 certificates from the $46 million Corporate Backed
Trust Certificates Goodyear Tire & Rubber Note-Backed Series 2001-
34 Trust to 'B' from 'B-' and removed them from CreditWatch, where
they were placed with positive implications on May 14, 2007.
     
The rating actions reflect the May 31, 2007, raising of the rating
on the underlying securities, the 7% notes due March 15, 2028,
issued by Goodyear Tire & Rubber Co., and its removal from
CreditWatch positive.
     
Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust is a pass-through transaction, and its
ratings are based solely on the rating assigned to the underlying
collateral, Goodyear Tire & Rubber Co.'s 7% notes due March 15,
2028.


HEALTHMARKETS INC: Reduced Flexibility Cues S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
HealthMarkets Inc. (HealthMarkets; BB+/Negative/--) to negative
from stable.

At the same time, Standard & Poor's revised its outlook on
HealthMarkets' operating companies, Chesapeake Life
Insurance Co., MEGA Life & Health Insurance Co., and Mid-West
National Life Insurance Co. of TN, to negative from stable.
      
"The outlook revision reflects reduced fixed-charge coverage and
financial flexibility compared with Standard & Poor's expectations
for 2007 and for the next few years," explained Standard & Poor's
credit analyst Neal Freedman.  The company sold two noncore
divisions resulting in a pretax gain of about $200 million and
reduced expected operating earnings and coverage.  In June 2007,
the company plans to repay $75 million of debt resulting in
$135 million of total debt reduction since issuance.  In May 2007,
it paid a $290 million extraordinary dividend to shareholders.  
The overall financial impact from this capital management and
coverage was less favorable to creditors than S&P expected.
     
In 2007, Standard & Poor's expects HealthMarkets' premium revenue
to increase slightly (about 2.5%), reflecting regulatory delays in
obtaining approvals for the company's CareOne suite of PPO and
consumer-directed health insurance plans.  Operating EBITDA is
expected to decline from previously expected levels reflecting a
product mix shift to the company's CareOne product suite,
regulatory approval delays, and the loss of income resulting from
the sale of noncore operations.  The capital adequacy ratio,
adjusted for double leverage, will be about 70%, while debt plus
preferred leverage will increase to about 55%-60%, consistent with
prior expectations.  Operating EBIDTA coverage is expected to
decline to about 6.5x.  Should the company not meet expectations,
the ratings would likely be lowered by one notch.  Conversely,
should the company's earnings, capitalization, and holding company
metrics improve over time, the ratings would likely be affirmed
and the outlook revised to stable.


HEMOSOL CORP: Court Extends CCAA Protection to June 28
------------------------------------------------------
The Ontario Superior Court of Justice has extended, until
June 28, 2007, the stay of proceedings against Hemosol Corp.,
under the Companies' Creditors Arrangement Act.

The extension will allow PricewaterhouseCoopers Inc., the interim
receiver, to complete negotiations with Catalyst Fund Limited
Partnership II with a view to bring a motion to the Court on June
28, 2007 for the approval of a series of transactions resulting in
the sale of the assets and business of Hemosol to an entity
controlled by Catalyst.

The proposed transaction is for the sale of the assets and
business of Hemosol to Catalyst, and does not contemplate the
purchase by Catalyst of any of the Hemosol entities, at this time.
As such, no distribution is contemplated to made to the
shareholders of Hemosol in connection with the proposed
transaction.

                         About Hemosol

Hemosol Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/
-- is an integrated biopharmaceutical developer and manufacturer
of biologics, particularly blood-related protein based
therapeutics.  Information on Hemosol's restructuring is available
at http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html/

Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make
a Proposal Pursuant to Section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The company had defaulted in
the payment of interest under its $20 million credit facility.
Hemosol said that it would require additional capital to
continue as a going concern and is in discussions with its
secured creditors with respect to its current financial position.
On Dec. 5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the companies.


HOMETOWN COMMERCIAL: S&P Rates $738,000 Class M Certificates at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Hometown Commercial Trust 2007-1's $147.63 million
commercial mortgage pass-through certificates series 2007-1.
     
The preliminary ratings are based on information as of June 4,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.18x, a beginning LTV of 99.1%,
and an ending LTV of 89.1%.  The pool includes one loan that
consists of related loans that are cross-defaulted and cross-
collateralized with each other.
     
    
               Preliminary Ratings Assigned
             Hometown Commercial Trust 2007-1
   
                                                Recommended credit
  Class                Rating         Amount        Support
  -----                ------         ------    ------------------
    A                    AAA       $125,118,000     15.250%
    B                    AA          $3,321,000     13.001%
    C                    A           $4,614,000      9.875%
    D                    BBB+        $3,875,000      7.250%
    E                    BBB         $1,476,000      6.251%
    F                    BBB-        $1,846,000      5.000%
    X                    AAA       $140,250,000        N/A
    G                    BB+         $1,107,000      4.250%
    H                    BB            $554,000      3.875%
    J                    BB-           $738,000      3.375%
    K                    B+            $369,000      3.125%
    L                    B             $554,000      2.750%
    M                    B-            $738,000      2.250%
    N                    NR          $3,321,981      0.000%

                   N/A -- Not applicable.

                   NR -- Not rated.


HOVNANIAN ENT: Posts $30.7 Million Net Loss in Qtr. Ended April 30
------------------------------------------------------------------
Hovnanian Enterprises Inc. reported a net loss of $30.7 million,
after tax or the quarter ended April 30, 2007.

For the six-month period ended April 30, 2007, revenues declined
20.2% to $2.3 billion, from $2.9 billion in the year earlier
period.

The company reported a net loss of $88.0 million for the first
half of 2007 compared to net income of $182.4 million in the same
period a year ago.

The company also disclosed these highlights for the quarter ended
April 30, 2007:

   * The company reported a pretax loss, prior to the effect of
     land related charges, of $7.1 million for the second quarter.

   * During the second quarter, the company incurred $34.4 million
     of pretax charges related to land impairment and write-offs
     of predevelopment costs and land deposits, due to a continued
     decline in sales pace and general market conditions in many
     of the company's communities during the quarter.

   * After all land-related charges, the company reported a net
     loss of $30.7 million for the second quarter of fiscal 2007,
     compared with earnings of $101.0 million in last year's
     second quarter.

   * Due to increased uncertainty of housing market conditions,
     management has withdrawn its prior estimates for 2007
     earnings and will not provide updated earnings projections at
     this time.  However, for the full 2007 fiscal year, the
     company expects to deliver between 13,200 and 14,200 homes,
     excluding deliveries from unconsolidated joint ventures.

   * Management has increased its focus on managing balance sheet
     leverage and inventory investment levels.  The company is
     projecting positive cash flow in both the fourth quarter of
     fiscal 2007 and for fiscal 2008.

   * Total revenues decreased 29.4% to $1.1 billion in the second
     quarter of fiscal 2007.  Excluding unconsolidated joint
     ventures, the company delivered 3,150 homes with an aggregate
     sales value of $1.1 billion in the second quarter, down 30.8%
     compared to deliveries of 4,555 homes with an aggregate sales
     value of $1.5 billion in the second quarter of fiscal 2006.
     During the second quarter of fiscal 2007, the company
     delivered 275 homes through unconsolidated joint ventures,
     compared with 612 homes in the second quarter of fiscal 2006.

   * The number of net contracts for the second quarter of fiscal
     2007, excluding unconsolidated joint ventures, declined 21.4%
     to 3,116 contracts.

   * Contract backlog as of April 30, 2007, excluding
     unconsolidated joint ventures, was 7,766 homes with a sales
     value of $2.7 billion, down 31.1% in dollars and down 33.0%
     in number of homes, compared to a contract backlog of 11,587
     homes with a $4.0 billion sales value at the end of the
     second quarter of fiscal 2006.

Homebuilding gross margin, before interest expense included in
cost of sales, was 16.3% for the second quarter of fiscal 2007, a
740 basis point decline from 23.7% in the prior year's second
quarter. The company's pretax income from Financial Services in
the second quarter of fiscal 2007 declined 6.3% over the same
period in 2006, to $6.3 million.

The number of active selling communities on April 30, 2007,
excluding unconsolidated joint ventures, was 437, an increase of
6% compared with 411 active communities at the end of the same
period last year.  The company's contract cancellation rate,
excluding unconsolidated joint ventures, for the second quarter of
fiscal 2007 was 32%, a decrease from the rate of 36% reported in
the first quarter of 2007.

"We are frustrated to report that the housing market has continued
to slip further in many locations in terms of both sales pace and
sales prices," commented Ara K. Hovnanian, President and Chief
Executive Officer of the company.  "The housing market weakened in
the latter part of the second quarter and the slower conditions
have continued into May.  Lower prices offered to buyers to close
homes during the quarter also led to a further reduction in
margins and a net loss for the quarter."

"After a 3% increase in our February contracts over last year, the
overall market fell off again, and our net contracts declined
approximately 30% year over year through March and April," Mr.
Hovnanian said.  "We believe that much of this decline was a
reaction to recent problems in the sub-prime mortgage market.  
While we have felt the sub-prime impact directly in the form of
fewer potential homebuyers qualifying for a mortgage as lending
standards have tightened, the more significant impact has been
indirectly through a further pullback in home buyers' psychology
toward making a purchase," Mr. Hovnanian stated.

"Given the increased uncertainty of housing market conditions, we
have discontinued offering earnings guidance and we have increased
our focus on improving our balance sheet and generating positive
cash flow," Mr. Hovnanian said.

"Our use of options to control land allows us to walk away from
land options that do not meet our financial hurdle rates and thus
slow our investments during this current housing market slowdown,"
said J. Larry Sorsby, Executive Vice President and Chief Financial
Officer.  "As of April 30, 2007, we had 52,147 lots held under
option contracts and controlled a total of 85,902 lots, a 29%
decline from the end of the second quarter of fiscal 2006.  To
further enhance cash flow, we are evaluating walking away from
additional land options," Mr. Sorsby stated.

"Despite a challenging environment, we remain focused on
realistically pricing homes to achieve a reasonable balance of
absorption and margin and modifying product offerings so that we
can steadily work through our land inventory," Mr. Sorsby
continued. "We are also focused on reevaluating and renegotiating
land options and slowing down expenditures on land development to
manage our inventory levels, generate cash flow, reduce leverage
and improve our overall financial performance.  As a result of
delaying land take downs, walking away from additional
communities, and delaying the opening of certain communities, we
have lowered our expectations for the number of selling
communities at the end of the year.  While we are primarily
focused on the balance sheet, we are also renegotiating with
subcontractors and reducing our overheads." Mr. Sorsby stated.

"While conditions in many of our markets have recently
deteriorated further, there are some bright spots in some of our
markets where we outperformed our expectations during the second
quarter," said Mr. Hovnanian.  "For instance, our operations in
San Diego and Minnesota, which had experienced substantial
slowdowns over the past year or so, reported significant increases
in sales per community on a year-over-year comparison for the
second quarter. Although we are not confident that we've seen a
bottom in these or any other markets yet, the improved pace of
sales does give us confidence that over time our strategy to
adjust the pricing on our homes is having its intended impact."

"An excess supply consisting primarily of existing homes remains
in many of our markets," Mr. Hovnanian said.  "Before the current
housing market correction is over, the market needs to work
through those inventories.  Throughout our 48-year history, we
have successfully navigated past down cycles, and we are confident
that we will emerge from the current slowdown with a solid
financial footing and positioned to capitalize on strategic
opportunities in our markets," Mr. Hovnanian concluded.

                  About Hovnanian Enterprises

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) is a homebuilder with operations in Arizona,
California, Delaware, Florida, Georgia, Illinois, Kentucky,
Maryland, Michigan, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Forecast
Homes, Parkside Homes, Brighton Homes, Parkwood Builders, Windward
Homes, Cambridge Homes, Town & Country Homes, Oster Homes, First
Home Builders of Florida and CraftBuilt Homes.

                        *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services revised its outlook on
Hovnanian Enterprises Inc. to negative from stable.  At the same
time, S&P affirmed the 'BB' issuer credit and senior unsecured
debt ratings, the 'B+' senior subordinated debt rating, and the
'B' preferred stock rating.


INSIGHT HEALTH: Taps Kay Scholer as Bankruptcy Counsel
------------------------------------------------------
InSight Health Services Holdings Corp. and its debtor-affiliate,
InSight Health Services Corp., ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Kay Scholer LLP
as their bankruptcy counsel.

Kay Scholer will:

    a. advise the Debtors with respect to their rights, powers and
       duties as debtors and debtors-in-possession in the
       continued management and operation of their business and
       properties;

    b. attend meetings and negotiate with representative of
       creditors and other parties-in-interest;

    c. advise and consult the Debtors regarding the conduct of the
       case, including all of the legal and administrative
       requirements of operating in chapter 11;

    d. advice the Debtors on matters relating to the evaluation of
       the assumption, rejection or assignment of unexpired leases
       and executory contracts;

    e. provide advice to the Debtors with respect to legal issues
       arising in or relating to the Debtors' ordinary course of
       business, including attendance at senior management
       meetings, meetings with the Debtors' financial advisors,
       meetings of the board of directors and committees thereof,
       executive compensation, tax, banking, insurance,
       securities, corporate, business operation, contracts, joint
       ventures, real property, press/public affairs, litigation
       and regulatory matters, and advising the Debtors with
       respect the Debtors with respect to continuing disclosure
       and reporting obligations, if any, under securities laws;

    f. take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced against
       those estates, negotiations concerning all litigation in
       which the Debtors may be involved and objections to claims
       against the estates;

    g. negotiate and prepare the Debtors' plan/s of
       reorganization, disclosure statement/s and all related
       agreements and/or documents and take any necessary action
       on behalf of the Debtors to obtain confirmation of such
       plan/s;

    h. prepare on the Debtors' behalf all petitions, motions,
       applications, answers, orders, reports, and papers
       necessary to the administration of the estates;

    i. attend meetings with third parties and participate in
       negotiations with respect to the matters previously
       mentioned;

    j. appear before the Court, any appellate courts, and the
       Office of the U.S. Trustee, and protect the interest of the
       Debtors' estates before these courts and the Office of the
       U.S. Trustee; and

    k. perform all other necessary legal services and provide all
       other necessary advice to the Debtors in connection with
       the Debtors' chapter 11 cases and bring the Debtors'
       bankruptcy proceedings to a conclusion.

Michael B. Solow, Esq., a member at Kaye Scholer, tells the Court
that professionals at the firm bill:

         Professional              Hourly Rate
         ------------              -----------
         Partners                  $570 - $830
         Counsel                   $525 - $625
         Associates                $255 - $595
         Legal Assistants          $130 - $255

Mr. Solow assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Solow can be reached at:

            Michael B. Solow, Esq.
            Kay Scholer LLP
            3 First National Plaza
            70 West Madison Street, Suite 4100
            Chicago, IL 60602-4231
            Tel: (312) 583-2300
            Fax: (312) 583-2360


                     About InSight Health

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

The company and its affiliate, InSight Health Services Corp.,
filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del.
Case Nos. 07-10700 and 07-10701).


INSIGHT HEALTH: Taps Richards Layton as Local Counsel
-----------------------------------------------------
InSight Health Services Holdings Corp. and its debtor-affiliate,
InSight Health Services Corp., ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Richards, Layton
& Finger, P.A., as their local counsel.

Richards Layton will:

    (a) advise the Debtors of their rights, powers and duties as
        debtors and debtors-in-possession;

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

    (c) prepare on behalf of the Debtors all necessary motions,
        applications, answers, orders, reports and papers in
        connection with the administration of the Debtors'
        estates; and

    (d) perform all other necessary legal services in connection
        with the chapter 11 cases.


Daniel J. DeFranceschi, Esq., a director at Richards Layton, tells
the Court that he will bill $465 per hour for this engagement.  
Other firm's professionals who are expected to render services
bill:

      Professional                        Hourly Rate
      ------------                        -----------
      Mark D. Collins, Esq.                  $520
      Jason M. Madron, Esq.                  $270
      Maris Finnegan, Esq.                   $235
      Waverley L. Dewdney                    $165


The Debtors disclose that the firm has received a $150,000
retainer.

Mr. DeFranceschi assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. DeFranceschi can be reached at:

        Daniel J. DeFranceschi, Esq.
        Richards, Layton & Finger, P.A.
        One Rodney Square
        920 North King Street
        Wilmington, Delaware 19801
        Tel: (302) 651-7816
        Fax: (302) 498-7816

                     About InSight Health

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

The company and its affiliate, InSight Health Services Corp.,
filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del.
Case Nos. 07-10700 and 07-10701).


INSIGHT HEALTH: Files Schedules of Assets and Liabilities
---------------------------------------------------------
InSight Health Services Holdings Corp. delivered to the U.S.
Bankruptcy Court for the District of Delaware, its schedules of
assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property              $87,102,870
  B. Personal Property                  
  C. Property Claimed
     as Exempt
  D. Creditors Holding                             $330,000,000
     Secured Claims
  E. Creditors Holding                                   
     Unsecured Priority Claims
  F. Creditors Holding                             $195,448,053
     Unsecured Nonpriority
     Claims
                                -----------        ------------
     Total                      $87,102,870        $525,448,053

                     About InSight Health

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

The company and its affiliate, InSight Health Services Corp.,
filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del.
Case Nos. 07-10700 and 07-10701).


INSIGHT HEALTH: Services Files Schedules of Assets and Liabilities
------------------------------------------------------------------
InSight Health Services Corp. delivered to the U.S. Bankruptcy
Court for the District of Delaware, its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property             $505,285,296
  B. Personal Property                  
  C. Property Claimed
     as Exempt
  D. Creditors Holding                             $330,000,000
     Secured Claims
  E. Creditors Holding                                   
     Unsecured Priority Claims
  F. Creditors Holding                             $195,500,934
     Unsecured Nonpriority
     Claims
                               ------------        ------------
     Total                     $505,285,296        $525,500,934

                     About InSight Health

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

The company and its affiliate, InSight Health Services Corp.,
filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del.
Case Nos. 07-10700 and 07-10701).


INVISTA B.V.: S&P Lifts Rating on $2.05 Billion Facility to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
$2.05 billion senior secured credit facility of INVISTA B.V.
(BB/Stable/-B-1).

The senior secured rating was raised to 'BB+' from 'BB', and the
recovery rating was revised to '1' from '2'.  The facility
consists of two $200 million revolving credit facilities and term
loans with a remaining balance of about $1.2 billion.  The new
ratings indicate S&P's expectation that the credit facility
lenders would receive full recovery of principal in a payment
default.  The upgrade was prompted by a re-evaluation of recovery
prospects using an enterprise-value as opposed to discrete asset-
value approach.
     
The corporate credit rating and 'B+' senior unsecured debt ratings
on INVISTA remain unchanged.
     
"The ratings on INVISTA reflect business risks that include
industry cyclicality, raw material cost volatility, and intense
Asian competition in some product categories.  They also reflect
an aggressive financial profile resulting from a major
acquisition--the April 2004 purchase of the former DuPont Textiles
& Interiors business of E.I. DuPont de Nemours & Co.," said
Standard & Poor's credit analyst Cindy Werneth.  "These negatives
are mitigated by INVISTA's satisfactory business profile as a
leading global manufacturer and marketer of fibers and
intermediates, with more than $9 billion in annual revenues and a
diversified product portfolio."
      

Ratings List

INVISTA B.V.

Corporate Credit Rating      BB/Stable/B-1

Ratings Revised
                             To             From
                             --             ----
  Sr Scrd Bank Loan          BB+            BB
  Recovery Rating            1              2


ISP CHEMCO: S&P Affirms B+ Loan Rating on $1.52 Billion Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' loan and '2'
recovery ratings on ISP Chemco LLC's $1.52 billion senior secured
revolving credit facility and term loan.  The 'B+' rating is the
same as the corporate credit rating, and the '2' recovery rating
indicates our expectation for substantial (80%-100%) recovery of
principal in the event of a payment default.
     
The ratings remain unchanged despite these changes to the proposed
facility we rated on May 11, 2007:

    * The revolving credit facility will be increased to
      $275 million from $250 million;

    * The maturity of the revolving credit facility will be
      extended to 2013 from 2012;

    * The term loan will be increased to $1.25 billion from
      $1.16 billion; and

    * The minimum interest coverage covenant has been eliminated.
     
Proceeds from the increased term loan will be used to refinance
substantially all existing debt, including debt to affiliates, and
to finance a $215 million cash distribution to ISP Chemco's
shareholder.

Ratings List

ISP Chemco LLC

  Corporate credit rating             B+/Stable/--
  Senior secured credit facilities    B+
   Recovery rating                    2


JEAN COUTU: Exercises Early Payment Right for 7.625% Senior Notes
-----------------------------------------------------------------
The Jean Coutu Group Inc. is exercising its right to accept for
early payment 7.625% Unsecured Senior Notes due 2012 (CUSIP No.
47215QAF1) tendered by 9:00 a.m. New York City time, on June 4,
2007.

Pursuant to the terms of Offer to Purchase and Consent
Solicitation Statement dated Feb. 20, 2007 and the related Consent
and Letter of Transmittal, the company has accepted for purchase
and paid for $349,990,000 of the outstanding $350 million
principal amount of the Notes.

In connection with the tender offer for the Notes, The Jean Coutu
Group received the required consents with respect to the Notes to
eliminate substantially all of the restrictive covenants and
certain events of default included in the Indenture under which
the Notes were issued.  As a result, the tender and consent
condition has been satisfied with respect to the Notes.

In addition, the company also disclosed that all conditions,
including the transaction condition, have been satisfied.
Accordingly, the supplemental indenture relating to the Notes
containing the proposed amendments was executed by the company and
the Trustee under the Indenture and generally became operative
immediately prior to the company acceptance for purchase of the
Notes tendered to date.

The offer expiration date for the cash tender offer will be
8:00 a.m., New York City time, on June 14, 2007, unless the tender
offer is further extended.

The tender offer and consent solicitation is being made solely on
the terms and conditions set forth in the Offer Documents as
amended hereby and by the company's March 5, 2007, March 20, 2007,
April 4, 2007, April 25, 2007, May 24, 2007, May 29, 2007, May 30,
2007 and May 31, 2007 press releases.

The Jean Coutu Group has retained J.P. Morgan Securities Inc. to
act as Dealer Manager in connection with the tender offer and
consent solicitation.  Questions about the tender offer and the
consent solicitation may be directed to J.P. Morgan Securities
Inc. at (866) 834-4666 (toll free), or to Global Bondholder
Services Corporation, the information agent for the tender offer
and consent solicitation, at (866) 540-1500 (toll free).  Copies
of the Offer to Purchase and other related documents may be
obtained from the information agent.

                    About The Jean Coutu Group

The Jean Coutu Group (PJC) Inc. is a drugstore chain in North
America and in the eastern United States and Canada.  The company
and its combined network of 2,186 corporate and franchised
drugstores employ more than 61,000 people.  The Jean Coutu Group's
United States operations employ 46,000 people and comprise 1,859
corporate owned stores located in 18 states of the Northeastern,
mid-Atlantic and Southeastern United States. The Jean Coutu
Group's Canadian operations and franchised drugstores in its
network employ over 15,000 people and comprise 327 PJC Jean Coutu
franchised stores in Quebec, New Brunswick and Ontario.

                         *     *     *

The Jean Coutu Group Inc.'s $350 million Guaranteed Senior Secured
Revolver carries Moody's Investors Service's B2 rating.  The
company also carries Moody's B3 long-term corporate family, senior
unsecured debt, and probability of default ratings; B1 bank loan
debt rating; and Caa2 senior subordinated debt rating.

The company also carries Standard & Poor's B+ long-term foreign
and local issuer credit ratings.

Also, the company bears Fitch's CCC senior subordinated debt
rating, B- long-term issuer default rating; BB- bank loan credit
rating; and B+ senior unsecured debt rating.


JORAN REALTY: Court Sets Auction for Harder Hall on July 18
-----------------------------------------------------------
The Honorable Laurel M. Isicoff of the U.S. Bankruptcy Court for
the Southern District of Florida in Miami authorized Kenneth A.
Welt, the Chapter 11 Trustee of Joran Realty NY Corp., doing
business as Joran Realty Corp., to sell Harder Hall Resort & Spa
free and clear of liens, claims, encumbrances and interest
pursuant to Section 363 of the U.S. Bankruptcy Code.

The Court will facilitate a public auction for Harder Hall at
10:00 a.m. on July 18, 2007, at the U.S. Bankruptcy Court, 51 S.W.
First Avenue, Courtroom 1409, in Miami.

At the conclusion of the auction, the Court will conduct a final
sale hearing to determine the highest and best offer for the
hotel.

The City of Sebring, Florida, holding a secured first lien against
the property, agrees that the property will be auctioned.

Harder Hall is a historic resort located at 3300 Golfview Road in
Sebring, Fla.  It was built in 1927 in approximately 13.51 acres
of land.  It is bordered on the North by two golf courses.  
Currently, Harder Hall has more than 134 rooms and has a large
banquet hall.  The hotel is listed on the National Register of
Historic Places and has certain tax credits available.

The hotel will be sold as is where is in cash without financing.  
The City of Sebring, however, may credit bid all or a portion up
to the aggregate amount of its indebtedness (excluding default
interest); and the Chapter 11 Trustee must accept the City's bid
if it is the highest bidder at the auction.

If the City is the successful bidder for the hotel, it will waive
(i) any deficiency claim against the Debtor's estate on account of
its indebtedness; and (ii) the default interest claim against the
Debtor's estate.  The City is not required to waive any guaranty
or other claims it may hold against third parties.

All bids must be submitted by July 11, 2007, with a minimum
deposit of $350,000 in cashier's check or wire transfer delivered
to Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., the
Chapter 11 Trustee's counsel.

The winning bidder will be required to increase its deposit so
that it will total 10% of the winning bid, with the remainder of
the purchase price to be paid in cash at the closing of the sale.

Joran Realty NY Corp., doing business as Joran Realty Corp. and
Joran Realty Harder Hall -- http://www.harderhall-bkc.com/--  
operates the 134-room Harder Hall Resort & Spa.  The company filed
for chapter 11 protection on Oct. 20, 2006 (Bankr. S.D. Fla. Case
No. 06-15353).  Brian S. Behar, Esq., at Behar, Gutt & Glazer,
P.A., represented the Debtor.  When it filed for protection from
its creditors, it estimated assets and debts between $1 million
and $10 million.

Kenneth A. Welt is the Chapter 11 Trustee of the Debtor.  Harold
D. Moorefield, Jr., Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., represents the Chapter 11 Trustee.  
Alan Barbee, CPA, at Barbee & Associates, Inc., provides
accounting services to the Chapter 11 Trustee.


LEAP WIRELESS: S&P Affirms B- Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' rating on
San Diego, California-based Cricket Communications Inc.'s
$1.035 billion of senior unsecured notes due 2014.

The amount includes a proposed $285 million tack-on to an existing
$750 million of 9.375% senior unsecured notes.
     
Simultaneously, S&P affirmed the 'B-' corporate credit rating on
parent company Leap Wireless International Inc.  The outlook is
positive.  Pro forma total debt is approximately $2.6 billion on
an operating lease-adjusted basis.  
     
Proceeds from the notes, to be issued by Cricket under Rule 144A
without registration rights, will be used to fund operating
expenses and capital expenditures associated with the build out of
new markets under the Advanced Wireless Services licenses, as well
as for general corporate purposes.  The notes are guaranteed by
Leap.

Ratings List

Leap Wireless International Inc.

Corporate Credit Rating            B-/Positive/--

Cricket Communications Inc.
Senior Unsecured                   CCC


LIBERTY BRANDS: U.S. Trustee Unable to Form Creditors' Committee
----------------------------------------------------------------
The U.S. Trustee for Region 3 informed the U.S. Bankruptcy Court
for the District of Delaware that an Official Committee of
Unsecured Creditors has not been appointed in Liberty Brands,
LLC's chapter 11 case.

The Trustee says that there was an insufficient response to
request for membership to the committee.

Based in Richmond, Va., Liberty Brands LLC, manufactures, markets,
and sells deep discount cigarettes in the U.S.  The company filed
for chapter 11 protection on May 10, 2007 (Bankr. D. Del. Case No.
07-10645).  William David Sullivan, Esq. in Wilmington, Del.,
represents the Debtor in its restructuring efforts.  When it filed
for bankruptcy, Liberty Brands listed assets of $1 million to $10
million and debts of $10 million to $50 million.


LIBERTY BRANDS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Liberty Brands, LLC delivered to the U.S. Bankruptcy Court for the
District of Delaware, its schedules of assets and liabilities,
disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $9,256,685
  B. Personal Property                  
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $1,502,000
     Secured Claims
  E. Creditors Holding                                   
     Unsecured Priority Claims                         $760,517
  F. Creditors Holding                              $23,311,360
     Unsecured Nonpriority
     Claims
                                 ----------         -----------
     Total                       $9,256,685         $25,573,877

                    About Liberty Brands

Based in Richmond, Va., Liberty Brands LLC, manufactures, markets,
and sells deep discount cigarettes in the U.S.  The company filed
for chapter 11 protection on May 10, 2007 (Bankr. D. Del. Case No.
07-10645).  William David Sullivan, Esq. in Wilmington, Del.,
represents the Debtor in its restructuring efforts.  When it filed
for bankruptcy, Liberty Brands listed assets of $1 million to $10
million and debts of $10 million to $50 million.


LINDHURST INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Lindhurst Investments LLC
        103 Sleepy Hollow Street
        Picayune, MS 39466

Bankruptcy Case No.: 07-32673

Type of Business: The Debtor filed for Chapter 11 protection on
                  April 2, 2007 (Bankr. E.D. Tex. Case No.
                  07-40690).

Chapter 11 Petition Date: June 4, 2007

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Frederick D. Kelly, Esq.
                  Frederick D. Kelly & Associates
                  540 Heights Boulevard
                  Houston, TX 77007
                  Tel: (832) 265-0358

Total Assets: $4,200,000

Total Debts:  $2,375,500

The Debtor did not file a list of its 20 largest unsecured
creditors.


LONDON GROUPS: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: London Groups, Inc.
        8009 Garners Ferry Road
        Columbia, SC 29209

Bankruptcy Case No.: 07-03005

Chapter 11 Petition Date: June 4, 2007

Court: District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Barbara George Barton, Esq.
                  Robinson, Barton, McCarthy,
                  Calloway & Johnson, P.A.
                  P.O. Box 12287
                  Columbia, SC 29211
                  Tel: (803) 256-6400

Total Assets: $3,020,000

Total Debts:  $1,274,211

Debtor's Three Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Oscar Nichols and                                      $75,000
Evette Marshall
721 Cedar Lake Drive
Blythewood, SC 29016

Roger Zbtovsky                                         $21,400
207 Aiken Hunt Circle
Columbia, SC 29223

Richland County Treasurer                              $18,311
P.O. Box 11947
Columbia, SC 29211


BRYN MAWR: Notes Redemption Prompts S&P to Withdraw Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B, C, and D notes issued by Bryn Mawr CLO Ltd., an
arbitrage CLO transaction managed by Deerfield Capital Management
LLC.
     
The rating withdrawals follow the redemption of the notes pursuant
to section 9.1(a) of the indenture.  The redemption of the class A
notes took place on the May 15, 2007, payment date.  The class B,
C, and D notes were redeemed on May 18, 2007.
   

                       Ratings Withdrawn
   
                       Bryn Mawr CLO Ltd.

                  Rating                  Balance
                  ------                  -------
    Class     To          From       Current     Previous
    -----     --          ----       -------     --------
      A       NR          AAA         0.00      $238,500,000
      B       NR          A           0.00       $14,800,000
      C       NR          BBB         0.00       $13,200,000
      D       NR          BB          0.00       $10,250,000


                        NR-Not rated.


MEYER-SUTTON: Files Chapter 11 Petition in Georgia
--------------------------------------------------
Meyer-Sutton Homes Inc. and Meyer-Sutton Land Acquisition Inc.
filed for chapter 11 protection Monday with Northern District of
Georgia.  The company blames "sudden and dramatic" decline in
housing market demand which resulted in excess inventory and
compressed profit margins.  

James W. Buchanan, Meyer-Sutton's president, discloses that the
company's traditional means of financing development and
construction, aside from the working capital of the business, is
financing from commercial banks secured by real property and
disbursed as a percentage of work completed.

According to Mr. Buchanan, in order to reduce inventories and cut
expenses, the company decreased its new construction activities by
a factor of 10 -- from roughly 25 starts per month, to
approximately 2 starts per month.

"The decrease in construction activity, along with a decrease in
closed sales, has caused a liquidity crisis for the Debtors," Mr.
Buchanan said.

                          2006 Results

To illustrate the effect of the housing market slump on the
company's business, Mr. Buchanan discloses that for the year ended
Dec. 31, 2006, MSH had revenue of approximately $36,200,000, with
a net income of approximately $8,000.  MSH's total assets were
approximately $34,750,000, total liabilities were approximately
$32,350,000 and total net worth was $2,400,000.

For the year ended Dec. 31, 2006, MSLA had revenue of
approximately $3,500,000, with net income of approximately
$183,000.  Total assets were approximately $8,790,000, total
liabilities were approximately $7,950,000, and total net worth was
approximately $846,000.

                  Primary Prepitition Liabilities

The company is party to certain project finance loan agreements
with a number of commercial banks, including Bank of Coweta,
BB&T, Colonial Bank NA and Community Capital Bank.

The loan obligations are secured by the the company's developed
residential lots and homes, totaling approximately $26,500,000 in
the aggregate.

In addition, the company has unpaid trade accounts payables and
accrued expenses in the approximate amount of $2,814,000.

                        About Meyer-Sutton

Headquartered in Fayetteville, Georgia, Meyer-Sutton Homes Inc.
and Meyer-Sutton Land Acquisition Inc. are engaged in the business
of purchasing developed residential lots for speculative and pre-
sold construction.


MEYER-SUTTON HOMES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Meyer-Sutton Homes, Inc.
             P.O. Box 909
             Fayetteville, Ga 30214

Bankruptcy Case No.: 07-11307

Debtor affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Meyer-Sutton Land Acquisition, Inc.        07-11306

Type of Business: The Debtor offers a variety of new homes in
                  South Atlanta, and luxury homes in Newnan,
                  Peachtree City and Henry County.  See
                  http://www.meyersutton.com/

Chapter 11 Petition Date: June 4, 2007

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtors' Counsel: Christopher S. Strickland, Esq.
                  Levine, Block & Strickland, L.L.P.
                  Suite 2270
                  945 East Paces Ferry Road
                  Atlanta, GA 30326
                  Tel: (404) 231-4567
                  Fax: (404) 231-4618

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Meyer-Sutton Homes, Inc.    $10 Million to         $10 Million to
                            $50 Million            $50 Million

Meyer-Sutton Land           $1 Million to          $1 Million to
Acquisition, Inc.           $10 Million            $10 Million

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Stock Building Supply       trade debt              $1,319,431
P.O. Box 404934
Atlanta, GA 30384-4934

Jerry K. Lewis &            trade debt                $168,857
Associates, Inc.
P.O. Box 360534
Decatur, GA 30036-0534

Wallace Drywall, Inc.       trade debt                $137,140
2225 Monier Boulevard,
Lithia Springs, GA 30122

Fairburn Ready Mix          trade debt                 $94,190

Moises Coria                trade debt                 $79,140

Shepard Electric, Inc.      trade debt                 $73,578

Fayette Floor &             trade debt                 $69,434
Wallcovering

Builders Insulation         trade debt                 $64,751

Charles Thornton            trade debt                 $63,806

Clayton Appliances, Inc.    trade debt                 $49,125

Holcomb Carpet              trade debt                 $41,051
Distributors, Inc.

Neal Electric, Inc.         trade debt                 $40,622

Plymarts, Inc.              trade debt                 $37,427

Kiser Construction, Inc.    trade debt                 $35,924

Shawn Newman                trade debt                 $35,616

Jimmy Weeks Heating         trade debt                 $33,300
& Air, Inc.

Communities Magazine        trade debt                 $32,400

Mike Delay Plumbing Co.,    trade debt                 $32,278
Inc.

Global Home Construction,   trade debt                 $30,979
Inc.

Larry Townsell, Inc.        trade debt                 $26,620


MICHELINA'S INC: Weak Performance Cues S&P to Cut ratings to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured loan ratings on Duluth, Minnesota-based frozen-
food company Michelina's Inc. to 'B' from 'B+'.

At the same time, S&P removed all ratings from CreditWatch, where
they were placed with negative implications on Dec. 1, 2006,
reflecting at that time weaker-than-expected operating performance
and limited cushion under credit facility covenants.
     
The outlook is stable.

Michelina's had about $177 million in debt outstanding at
April 22, 2007.
     
"The downgrade is based on weaker-than-expected performance in
fiscal 2006, our expectations for limited sales and profit growth
in 2007, and a more aggressive financial policy as the company is
expected to increase shareholder distributions," said Standard &
Poor's credit analyst Christopher Johnson.  The ratings on
Michelina's reflect its moderately high debt levels, more
aggressive financial policy, narrow product portfolio, and the
highly competitive frozen-entr,e category in which the company
competes.
     
Michelina's products are sold under the Michelina's and Budget
Gourmet brand names, primarily in North America.  The company is a
leader in the value segment of the frozen-entr,e category, selling
competitively priced nondiet entr,es.


MILLENIUM ACQUISITIONS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Millenium Acquisitions, L.L.C.
        c/o Charmaine Flowers
        6409 Inwood Drive
        Springfield, VA 22150

Bankruptcy Case No.: 07-11436

Chapter 11 Petition Date: June 4, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Thomas F. DeCaro, Jr., Esq.
                  DeCaro & Howell, P.C.
                  14406 Old Mill Road, Suite 201
                  Upper Marlboro, MD 20772
                  Tel: (301) 464-1400  

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MORGAN STANLEY: S&P Lifts Ratings on $3MM Class A-4 Notes to B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
$3 million class A-4 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 to 'B' from 'B-' and removed it from
CreditWatch, where it was placed with positive implications on
May 14, 2007.
     
The rating action reflects the May 31, 2007, raising of the rating
on the referenced obligations issued by Goodyear Tire & Rubber Co.
and its removal from CreditWatch positive.
     
Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a swap-dependent synthetic transaction that is
weak-linked to the lower of (i) the ratings on the respective
reference obligations for each class; (ii) the long-term rating on
the swap counterparty and contingent forward counterparty's
guarantor, Morgan Stanley ('A+'); and (iii) the credit quality of
the underlying securities, BA Master Credit Card Trust II's class
A certificates from series 2001-B due 2013 ('AAA').


MTR GAMING: Seeks Noteholders' Approval on Indenture Amendments
---------------------------------------------------------------
MTR Gaming Group, Inc. is soliciting consents from the holders of
its Senior Notes, Series B, due 2010, and its Senior Subordinated
Notes, Series B, due 2012, to certain amendments to the Indentures
governing the Senior Notes and Senior Subordinated Notes.

The proposed amendments are intended principally to increase from
$85 million to $135 million the permitted debt "basket" for debt
incurred under MTR's secured revolving Credit Agreement pursuant
to the debt incurrence covenant set forth in the Indentures.

The consent solicitation will expire at 5:00 p.m. Eastern Time on
June 14, 2007 unless extended.  Holders of record of the Senior
Notes and Senior Subordinated Notes as of 5:00 p.m. Eastern Time
on June 1, 2007, are entitled to consent to the proposed
amendments.  MTR will pay a consent payment equal to $7.50 per
$1,000 principal amount of Senior Notes and $20.00 per $1,000 of
Senior Subordinated Notes to each holder of record as of the
Record Date who has delivered and not revoked a valid consent
prior to the Expiration Time.  Holders of Senior Subordinated
Notes may be entitled to certain additional payments.

Adoption of the proposed amendments and payment of the consent
payments and additional payments are each subject to certain
conditions, including without limitation, the receipt of the
consent of holders of at least a majority in principal amount,
respectively, of the outstanding Senior Notes and Senior
Subordinated Notes.  For a complete statement of the terms and
conditions of the consent solicitation and the proposed
amendments, holders of the Senior Notes and Senior Subordinated
Notes should refer to the Consent Solicitation Statement, the
related Letter of Consent and other materials, dated June 4, 2007.

MTR has retained Jefferies & Company to serve as the Solicitation
Agent for the consent solicitation.

                        About MTR Gaming

MTR Gaming Group Inc. (NasdaqGS:MNTG) -- http://www.mtrgaming.com/  
-- owns and operates the Mountaineer Race Track & Gaming Resort in
Chester, West Virginia; Scioto Downs in Columbus, Ohio; the Ramada
Inn and Speedway Casino in North Las Vegas, Nevada; Binion's
Gambling Hall & Hotel in Las Vegas, Nevada; and holds a license to
build Presque Isle Downs, a thoroughbred racetrack with pari-
mutuel wagering in Erie, Pennsylvania.  The company also owns a
50% interest in the North Metro Harness Initiative LLC, which has
a license to construct and operate a harness racetrack and card
room outside Minneapolis, Minnesota and a 90% interest in Jackson
Trotting Association LLC, which operates Jackson Harness Raceway
in Jackson, Michigan.

                           *     *     *

MTR Gaming Group Inc. carries Moody's Investors Service's B1
Corporate Family Rating.


MUSICLAND HOLDING: Plan Confirmation Hearing Moved to June 14
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has continued the hearing to consider the confirmation of
Musicland Holding Corp. and its debtor-affiliates' Second Amended
Plan of Liquidation to June 14, 2007.

Accordingly, the Debtors, the Official Committee of Unsecured
Creditors and the current members of the Informal Committee of
Secured Trade Vendors further agree that the deadline set under
the Debtors' Second Amended Plan for:

  (a) the Confirmation Order to become a Final Order is extended
      until August 31, 2007; and

  (b) occurrence of the Effective Date is extended until
      September 30, 2007.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.  
(Musicland Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


MUSICLAND HOLDING: Fox Wants Panel's Claim Objection Overruled
--------------------------------------------------------------
Twentieth Century Fox Home Entertainment LLC asks the United
States Bankruptcy Court for the Southern District of New York to
overrule the objection of the Official Committee of Unsecured
Creditors on its claim against Musicland Holding Corp. and its
debtor-affiliates.

As previously reported, the Creditors Committee contendeded that
the sum due to 20th Century Fox is only for $27,606,138.

Twentieth Century asserts that the Debtors owe it $30,729,276.

The Committee's counsel has explained that the discrepancy arose
due to a disagreement as to amount of qualified deductions
available to the Debtors for advertising, rebate and price
protection credits, and authorized returns.

According to Steven J. Khan, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub LLP, in Los Angeles, California, Century Fox
intends to settle the matter at the hearing where the parties seek
to ask the Court to set a date for an evidentiary hearing to
determine the exact amount allowable under Century Fox's claim.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.  
(Musicland Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


NEFF CORP: Lightyear Fund Completes $900 Million Buyout
-------------------------------------------------------
Neff Corp disclosed that Lightyear Capital LLC's Lightyear Fund II
L.P. has completed its acquisition of the company for
approximately $900 million.

The transaction was financed through a combination of equity
contributed by an investor group led by Lightyear which includes
General Electric Pension Trust, Norwest Equity Partners, and
members of Neff's existing management team, and debt financing
arranged by Bank of America, CIBC World Markets, GE Capital
Markets, Inc., and UBS Investment Bank.

"The company is excited to be working with Lightyear," Graham
Hood, Neff's newly-appointed president and chief executive
officer, said.  "Lightyear's financial services expertise and
experience in the rental and leasing industry will be instrumental
as the company continues to grow and advance the business."

In conjunction with the closing of the transaction, Neff's former
Chief Executive Officer Juan Carlos Mas has become its Chairman.
The acquisition is Lightyear's second in the rental and leasing
industry: The Lightyear Fund L.P. acquired BakerCorp, a liquid and
solid containment equipment rental and leasing company, in
November 2005.

"Neff represents an addition to Lightyear's portfolio and is the
result of the company's strategy of targeting investment
opportunities in specialty growth areas within financial
services," Donald B. Marron, chairman and chief executive officer
of Lightyear, said.  "The company believes Neff's disciplined
asset management competency and strong management team positions
the company to capitalize on the outsourcing trends driving the
U.S. equipment rental industry."

Lightyear's legal counsel was Simpson Thacher & Bartlett LLP.
Neff's financial advisors were CIBC World Markets and Credit
Suisse, with legal counsel from Latham & Watkins LLP.

                      About Lightyear Capital

Based in New York City, Lightyear Capital - http://www.lycap.com/
-- is a private equity investment firm providing buyout and growth
capital to companies in the financial services industry.  
Lightyear, through its affiliated funds, has managed approximately
$3 billion of committed capital with investments across the
financial services spectrum, including asset management, banking,
brokerage, financial technology, insurance, leasing, and related
business services and other sectors within financial services.  
Lightyear brings unique strengths and discipline to its investment
process, as well as operating, transaction, and strategic
management experience, along with significant contacts and
resources beyond capital.  The senior team of professionals has an
average of 20 years of financial services-related experience and
includes David Glenn, Stewart Gross, Donald Marron, Richard
Sterne, and Mark Vassallo.

                     About Neff Corp.
                       
Headquartered in Miami, Florida, Neff Corp. operates through its
network of 66 branches in 14 states located within the
economically attractive Sunbelt geographic market, serving more
than 20,000 diversified customers who rent leading brands of
equipment and tools. Construction companies, golf course
developers, industrial plants, the oil industry, and
municipalities all rely on Neff for reliable and quality
equipment.

                            *     *     *

As reported in the Troubled Company Reporter on May 7, 2007,
Moody's Investors Service assigned ratings to Neff Corp.: (i)
corporate family rating - B3; (ii) probability of default - B3;
(iii) second lien term loan -- B3 (LGD4, 56%); (iv) senior
unsecured notes -- Caa2 (LGD5, 87%); and (v) speculative grade
liquidity rating -- SGL-3.  The outlook is stable.

As reported in the Troubled Company Reporter on May 7, 2007,
Standard & Poor's Ratings Services affirmed its ratings on Miami-
based equipment rental company Neff Corp. and its operating
subsidiaries, including its 'B+' corporate credit rating.  At the
same time, the ratings were removed from CreditWatch where they
were placed with negative implications on April 3, 2007, following
news on the sale of the company.


NOVELIS INC: Hindalco Acquisition Cues S&P to Remove Watch
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
Novelis Inc., including the 'BB-' long-term corporate credit
rating, and removed the ratings from CreditWatch with developing
implications, where they were placed Feb. 12, 2007.

The outlook is negative.
     
"The ratings were removed from CreditWatch after Standard & Poor's
reviewed the company's acquisition by Hindalco Industries Ltd. and
associated financing arrangements," said Standard & Poor's credit
analyst Donald Marleau.  The risk of any default under its secured
bank loans or unsecured notes -- technical or otherwise -- is
effectively eliminated by the committed credit facilities in place
to refinance any maturities due as a result of change-of-control
provisions.  "The negative outlook stems from the continued
financial risk Novelis faces in the next year or two as it aims to
restore its cash flow by improving its risk management systems and
business practices related to commodity metals exposure,"
Mr. Marleau added.
     
The ratings on Novelis reflect its aggressive financial risk
profile, characterized by a heavy debt burden and low margins that
have proven to be less stable than expected when the company began
stand-alone operations in January 2005, after Alcan Inc.
(BBB+/Watch Neg/A-2) spun off substantially all of its aluminum
rolling businesses.  Nevertheless, Standard & Poor's expects that
Novelis' financial performance will improve steadily in the next
four to six quarters, as the company improves its ability to
manage the operating margin and liquidity risks associated with
can sheet price ceilings and higher aluminum prices.
     
The negative outlook reflects the pressure that will be put on
Novelis' credit quality for several more quarters because of
unproven hedging strategies implemented to shore up its cash flow
and reduce debt.  Should the combination of hedging strategies and
changes to its sales contracts not effectively reduce its exposure
to commodity metals prices in the next 12 to 18 months, such that
the stability of its cash flow and the pace of debt reduction do
not improve, the ratings will be lowered.  Nevertheless, Novelis'
profitability and cash flow are expected to recover through 2007
and 2008, as the company better matches its internal and external
hedges to its commodity metals exposure.  Should this occur, the
outlook will be revised to stable. Continued debt reduction in the
next several years could put upward pressure on the ratings, as
the company's capital structure better corresponds to its
satisfactory business risk.  The risks associated with the
impending refinancing are muted by existing commitments to fund
the takeout of its entire debt, and it appears unlikely that its
unsecured notes will be tendered, considering that these
instruments continue to trade clearly above the change-of-control
price of 101.  Nevertheless, higher interest on new credit
facilities or more onerous financial covenants could have a small
negative effect on the company's credit profile.


OMI CORP: S&P Retains Negative Watch on BB+ Ratings
---------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
shipping company OMI Corp. (BB+/Watch Neg/--) remain on
CreditWatch with negative implications, where they were placed on
March 19, 2007.

The CreditWatch update follows the May 31, announcement that an
entity formed by Teekay Shipping Corp. (BB+/Watch Neg/--) and A/S
Dampskibsselskatbet TORM has acquired 83.5% of the common shares
of OMI Corp., with arrangements seeking to acquire the remaining
shares.  Teekay and TORM have said that they plan to divide the
assets of OMI.
      
"We expect to withdraw our corporate credit rating on OMI upon
completion of the acquisition," said Standard & Poor's credit
analyst Philip Baggaley.  Disposition of the rated unsecured notes
of OMI has not yet been disclosed.


PAUL THORNTON: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Paul G. Thornton
        8425 Rock Bridge Road
        Lithonia, GA 30058

Bankruptcy Case No.: 07-68689

Chapter 11 Petition Date: June 3, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: William T. Payne
                  118 East Trinity Place
                  Decatur, GA 30030
                  Tel: (404) 479-4400

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Alley-Cassidy Brick         building materials         $34,405
4745 Hammond Industrial
Drive
Cumming, GA 30040

Wells Fargo Financial       auto loan                   $7,000
Seaport Drive
Chester, PA 19013-1510

Ace Flooring and Granite    building supplies           $5,454
3040 Miller Road
Lithonia, GA 30058


PQ CORP: Carlyle Deal Cues S&P to Put Ratings on Negative Watch
---------------------------------------------------------------
Standard & Poor''s Ratings Services placed its ratings on PQ Corp.
on CreditWatch with negative implications.  The corporate credit
rating on the Berwyn, Pennsylvania-based specialty chemical
producer is 'B+'.
     
"The CreditWatch action followed PQ Corp.'s announcement that The
Carlyle Group agreed to acquire the parent company of PQ from
existing equity holder J.P. Morgan Partners LLC.," said Standard &
Poor's credit analyst Paul Kurias.
     
The estimated value of the transaction is $1.5 billion, and it is
expected to close in the third quarter of 2007, subject to
regulatory review and customary closing conditions.
     
"We believe that the transaction may result in a weaker financial
profile for PQ because of the potential for higher levels of debt
in the capital structure," Mr. Kurias said.  "We will resolve the
CreditWatch listing after meeting with management and reviewing
the financial policy and plans for a revised capital structure."
     
PQ Corp. is a specialty chemical producer with more than
$700 million in annual sales.


PRIME 2004-CL1A: S&P Cuts Rating on Class B-3 Certificates to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-3 certificates from PRIME 2004-CL1A to 'B' from 'BB'.  The
rating remains on CreditWatch, where it was placed with negative
implications on April 26, 2006.  Additionally, S&P affirmed the
remaining ratings from this transaction.
     
The lowered rating and CreditWatch placement reflect the downgrade
of the underlying certificate, class B-3 from Prime Mortgage Trust
2004-CL1, which supports series 2004-CL1A.  The series 2004-CL1A
certificates represent a portion of the undivided ownership
interests in a trust fund consisting of series 2004-CL1's class
B-1, B-2, and B-3 pass-through certificates.  On each distribution
date, certificate holders are entitled to monthly distributions of
principal and interest received on the related underlying
certificates.  As of the May 2007 distribution date, total
delinquencies for Prime Mortgage Trust 2004-CL1 were 7.19%, with
2.04% categorized as seriously delinquent (90-plus days,
foreclosures, and REOs).  Cumulative realized losses represent
0.14% of the original balance.
     
Standard & Poor's will continue to monitor the performance of the
underlying transaction.  If the delinquent loans continue to
translate into realized losses, S&P will likely take additional
negative rating actions.  Conversely, if the delinquent loans are
cured or liquidated at a low loss severity, S&P will affirm the
rating on class B-3 from series 2004-CL1A and remove it from
CreditWatch.  
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
Credit support for this transaction is provided by subordination.
The underlying collateral consists of conventional, fully
amortizing, 15- and 30-year fixed-rate mortgage loans secured by
first liens on one- to four-family residential properties.


       Rating Lowered and Remaining on Creditwatch Negative

                          PRIME 2004-CL1A

                                Rating
                                ------
                    Class   To              From
                    -----   --              ----
                    B-3     B/Watch Neg     BB/Watch Neg


                         Ratings Affirmed

                         PRIME 2004-CL1A

                        Class      Rating
                        -----      ------
                        B-1        AA
                        B-2        A
                        XB         BBB


PRIME MEASUREMENTS: U.S. Trustee Appoints Seven-Member Committee
----------------------------------------------------------------
The U.S. Trustee for region 16 appointed four creditors to
serve on an Official Committee of Unsecured Creditors in Prime
Measurements Products LLC's bankruptcy case.

The Committee members are:

     a. Peter Bingley
        Arnold-Gonzalves Eng. Inc.
        5731 Chino Avenue
        Chino, CA 91770
        Tel: (909) 465-1579

     b. Don Helmrich
        City Systems Leasing
        2285 Franklin Road
        Bloomfield Hilss, MI 48302
        Tel: (248) 339-1393

     c. James P. Murphy
        Lucas Horsfall, Murphy & Pindroh LLP
        100 East Corson Street, Suite 200
        Tel: (213) 386-0008

     d. Su Ki Kim
        Sanjie Commercial Co. Ltd.
        3699 Wilshire Boulevard, #1150
        Los Angeles, CA 90010
        Tel: (213) 386-0008

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

Based in the City of Industry, California, Prime Measurement
Products LLC -- http://www.prime-measurement.com/-- manufactures   
flow, pressure, and level measurement solutions for the process
and bulk goods industries.  The company filed for Chapter 11
protection on Jan. 5, 2007 (Bankr. C.D. Calif. Case No. 07-10109).  
Jeffrey N. Pomerantz, Esq., and Linda F. Cantor, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub LLP, represents the
Debtor.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million and $50 million.


PRIME MEASUREMENT: Court OKs Sulmeyerkupetz as Panel's Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Prime
Measurement Products LLC's chapter 11 case obtained authority from
the U.S. Bankruptcy Court for the Central District of California
to retain Sulmeyerkupetz as its attorneys.

The firm is expected to:

   i. investigate potential causes of action against third       
      parties, or other sources of recovery;

  ii. review the enforceability of the various secured  
      Claims asserted against the Debtor, advise the  
      Committee with respect to its powers and duties in  
      the case;

iii. assist in the Committee's investigation of the  
      Debtor's acts, conduct, assets, liabilities, and  
      financial condition, the operation of the Debtor's     
      business, and the proposed sale of the Debtor's
      assets, and assist with other matters relevant to the
      case, including the formulation of a plan of
      reorganization;

  iv. advise the Committee so that it may properly comply
      with all provisions of the Bankruptcy Code, the
      Bankruptcy Rules, the Local Bankruptcy Rules, and the  
      requirements of the United States Trustee; and

   v. perform such other legal services as may be required
      and is in the interest of unsecured creditors.

The Committee disclosed the the firm's professionals billing rates
are:

      Professional                Hourly Rate
      ------------                -----------
Richard G. Bauman, Esq.        $500
Howard M. Ehrenberg, Esq.       435
Mark S. Horoupian, Esq.         400
Arnold L. Kupetz, Esq.          575
      David S. Kupetz, Esq.           495
Daniel A. Lev, Esq.             425
Howard N. Madris, Esq.          400
Elissa D. Miller, Esq.          400
Jeffrey M. Pomerance, Esq.      400
Dean G. Rallis Jr., Esq.        495
Victor A. Sahn, Esq.            495
Israel Saperstein, Esq.         325
Larry D. Simons, Esq.           325
Diane C. Stanfield, Esq.        400
Irving Sulmeyer, Esq.           600
Alan G. Tippie, Esq.            495
Marcus A. Tompkins, Esq.        275
Steven R. Wainess, Esq.         450
Perez, LV                       150

Victor A. Sahn, Esq., an attorney of the firm, assures
the Court that he does 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.

Mr. Sahn can be reached at:

     Victor A. Sahn, Esq.
     Sulmeyerkupetz
     333 South Hope Street, 35th floor
     Los Angeles, CA 90071-1706
     Tel: (213) 626-2311
     Fax: (213) 629-4520
     http://www.sulmeyerlaw.com/  

Based in the City of Industry, California, Prime Measurement
Products LLC -- http://www.prime-measurement.com/-- manufactures   
flow, pressure, and level measurement solutions for the process
and bulk goods industries.  The company filed for Chapter 11
protection on Jan. 5, 2007 (Bankr. C.D. Calif. Case No. 07-10109).  
Jeffrey N. Pomerantz, Esq., and Linda F. Cantor, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub LLP, represents the
Debtor.  SulmeyerKupetz PC serves as counsel for the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


QUEBECOR MEDIA: CDN$516.9MM Osprey Deal Cues S&P to Affirm Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings, including
the 'BB-' long-term corporate credit rating, on Montreal, Quebec-
based Quebecor Media Inc., one of Canada's largest cable and media
companies.

At the same time, Standard & Poor's affirmed the ratings on
Quebecor Media's subsidiaries, Videotron Ltee and Sun Media Corp.
(both rated BB-/Stable/--).  The outlook is stable.
     
The affirmation follows Quebecor Media's announcement that it has
entered into an acquisition and support agreement to acquire all
of the units outstanding of Osprey Media Income Fund, a leading
publisher of newspapers, magazines, and specialty publications in
Ontario.  Quebecor Media has made a cash offer of CDN$7.25 per
unit for the business, which represents a total equity value of
CDN$355.5 million and a total purchase price of CDN$516.9 million.
     
S&P expect the acquisition to be financed using debt, which will
result in weaker credit protection measures on a pro forma basis.  
Still, credit measures should remain in line with the rating
category following the transaction, which should close in August
2007 upon regulatory approval.
     
"With Osprey's 20 daily and 34 nondaily community newspapers, the
proposed acquisition will strengthen the company's Sun Media
newspaper market position, which currently consists of eight paid
urban dailies, seven free commuter dailies, and 196 community
newspapers and specialty publications," said Standard & Poor's
credit analyst Lori Harris.  "Although there is a degree of
integration risk to the acquisition, Standard & Poor's expects
that Quebecor Media will be able to effectively manage the
integration process," Ms Harris added.
     
The stable outlook reflects Standard & Poor's expectation that
Quebecor Media's operating assets will maintain their solid market
positions, that credit measures will be in line with the ratings
in the medium term, and that the company will successfully manage
the integration of Osprey.  The outlook could be revised to
positive or the ratings could be raised if Quebecor Media improves
its financial risk profile and is able to sustain better operating
performance and stronger credit measures.  The outlook could be
revised to negative if the company fails to meet expectations,
resulting in the weakening of Quebecor Media's operating
performance and credit measures.


RECYCLED PAPER: S&P Holds CCC Ratings and Removes Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit and bank loan ratings on Chicago, Illinois-based Recycled
Paper Greetings Inc.

The ratings were removed from CreditWatch with negative
implications, where they were placed on April 5, 2007, following
the company's violation of financial covenants for the third
quarter ended Jan. 26, 2007, and loss of access to its revolving
credit facility.  

Ratings were subsequently lowered by three notches on April 20,
2007.  RPG has since received an amendment to its first- and
second-lien credit facilities on April 27, 2007, to relax its
covenants over multiple quarters.  The amendment also required the
company's financial sponsor, Monitor Clipper Partners, to commit
an additional$15 million of equity, of which $10 million was used
to prepay the term loan B and $5 million will be reserved
exclusively for scan-based-trading implementation-related
expenses.  The outlook is negative.  Total debt outstanding at the
company was about $189 million at April 30, 2007.
     
"Although the company was able to meet its interest payment at the
end of April 2007 and regain access to its revolver, we remain
concerned about the company's ability to generate sufficient free
operating cash flow, reduce debt, grow its business with new and
existing customers, and effectively implement SBT," said Standard
& Poor's credit analyst Bea Chiem.
     
The ratings on RPG reflect its leveraged financial profile, narrow
product focus, customer concentration, and small size.  RPG is a
niche company that develops and markets alternative greeting
cards.  With less than $100 million of net sales in the fiscal
year ended April 30, 2007, the company is a very small participant
in the mature, $7.5 billion U.S. greeting card market.


RITCHIE CAPITAL: To File for Bankruptcy for Insurance Holdings
--------------------------------------------------------------
Ritchie Capital Management Ltd. plans to seek bankruptcy
protection for its life insurance holdings after suing co-investor
Coventry First LLC last month of fraud, Bloomberg News reports.

According to Ritchie Capital, InsuranceNewsNet.com reports, it
would have never invested on life insurance products with Coventry
had they known that Coventry was under government probe on bid
rigging.

Both papers relate that Ritchie is asking for a total of
$2 billion $700 million in actual damages plus treble damages.

Ritchie Capital has agreed to sell a portion of its multistrategy
fund's holdings to Reservoir Capital Group for $1 billion,
Bloomberg News recounts.  The company is also in discussion for a
possible sale of additional assets to potential buyers including
Coller Capital Ltd., a London-based private-equity firm.

"Bankruptcy is an effort to keep the pressure at bay long enough
to develop a plan for liquidating," Charles Crow, partner and
founder of Princeton, New Jersey-based law firm Crow & Associates,
which represents hedge-fund managers and investors, said.  "It's
the next level up from suspending redemptions."

In response, Coventry stated that Ritchie Capital's charge was a
cheap publicity stunt to divert attention from its own well-
documented problems, sources say.

                         About Coventry

Headquartered in Philadelphia, Pennsylvania, Coventry First LLC -
http://www.coventry.com/-- is a secondary market leader for life  
settlements.

                          About Ritchie

Headquartered in Lisle, Illinois, Ritchie Capital Management Ltd.
- http://www.ritchiecapital.com/-- is a private asset management  
firm founded in 1997 by former college football linebacker Thane
Ritchie.  The company has offices in New York and Menlo Park,
California.


RITE AID: Completes Acquisition of 1,854 Brooks and Eckerd Stores
-----------------------------------------------------------------
Rite Aid Corporation has completed its acquisition of 1,854 Brooks
and Eckerd stores and six distribution centers from The Jean Coutu
Group (PJC) Inc., creating the largest drugstore chain on the East
Coast and significantly strengthening its position as the third
largest U.S. drugstore chain.

The stores and distribution centers are located in 18 states,
primarily on the East Coast and in the Mid-Atlantic region.  After
regulatory required divestitures of 26 stores, Rite Aid will have
5,160 stores with the scale to compete more effectively with its
major drugstore rivals.

Mary Sammons, Rite Aid president and CEO, has also been appointed
chairman of the Rite Aid Board of Directors, succeeding Robert G.
Miller who remains a Director.  Michel Coutu, formerly president
of The Jean Coutu Group's U.S. operations, has been appointed Rite
Aid non-executive co-chairman.

"The completion of this transaction is a significant milestone for
the shareholders, customers and associates of Rite Aid, and we are
ready to hit the ground running with a detailed integration plan
that includes significant investments in the Brooks and Eckerd
stores and in our new associates," Sammons said.  "With a much
larger Rite Aid, we're confident we will have substantial
opportunities to reduce costs, improve operations and grow
earnings per share, which will generate greater value for our
shareholders."

                        Integration Plan

Brooks Eckerd will be integrated into Rite Aid in phases,
including replacing all store systems with Rite Aid state-of-the-
art technology and a minor remodel of all the stores.  Starting
immediately, Rite Aid will fully convert 23 Brooks and Eckerd
pilot stores, which represent various store layouts, and integrate
the six new distribution centers.  Once the pilot store conversion
is completed, Rite Aid will begin replacing systems in all of the
acquired stores, which is expected to be completed by next March.
Some time after its systems are replaced, every acquired store
will receive a minor remodel, including upgraded d,cor and
remerchandising.  All stores are expected to be converted and re-
branded Rite Aid over the next 16 months.

"These are good stores in good locations with dedicated
associates.  We are eager to bring them into Rite Aid, and we've
got the infrastructure, management team, best practices and plan
to do it," Sammons said.  "To make sure we limit disruption to
both customers and associates, ours is a systematic phased
approach."

Over the next several years, Rite Aid plans to fully remodel
almost all of the Brooks and Eckerd stores, bringing the total
investment to upgrade the stores and distribution centers to more
than $1 billion.  The company will also continue its store
development program with plans to open nearly 1,000 new and
relocated stores over the next five years.

                      Transaction Background

On August 24, 2006, Rite Aid and The Jean Coutu Group announced
that they had reached a definitive agreement for Rite Aid to
purchase the Brooks and Eckerd drugstore chains.  Rite Aid
shareholders overwhelmingly approved the acquisition at a special
stockholders meeting on Jan. 18, 2007.

On June 1, 2007 the Federal Trade Commission had accepted the
proposed consent agreement to divest 23 stores in nine states and
that the Hart-Scott-Rodino Act waiting period had expired,
permitting the parties to close on the transaction.  Rite Aid will
also enter into state consent orders for the divestitures required
by the FTC and for the divestiture of three additional stores.

The Jean Coutu Group received $2.36 billion in cash, subject to a
working capital adjustment, and 250 million shares of Rite Aid
common stock in the transaction, giving it an approximate 32
percent common equity interest and approximately 30 percent of the
voting power in Rite Aid.

Rite Aid expects the transaction to enable the company to achieve
significant cost efficiencies in the areas of merchandising,
purchasing, advertising and distribution as well as administrative
expenses.  While Rite Aid said it expects a net loss for fiscal
2008 because of integration expense, the company also expects nine
months of acquisition-related cost savings of approximately $155
million.  The company also expects additional acquisition-related
cost savings, net of the remaining integration expenses, to be
accretive by $0.18 to $0.20 per diluted share in fiscal 2009.
Included in the accretion estimates for fiscal 2009 are annual
cost savings of $225 million.

                       Distribution Centers

Seventy percent of the acquired stores are in 14 states where Rite
Aid already operates, while Massachusetts, Rhode Island, North
Carolina and South Carolina have been added to the company's
national footprint.

The 338 Brooks stores Rite Aid has acquired are located in Maine,
Vermont, New Hampshire, Massachusetts, Rhode Island, Connecticut
and New York. The 1,516 Eckerd stores Rite Aid has acquired are
located in New York, Pennsylvania, New Jersey, Maryland, Delaware,
Virginia, West Virginia, Tennessee, North Carolina, South
Carolina, Georgia and Ohio.  The distribution centers are located
in Atlanta, Georgia, Charlotte, North Carolina, Philadelphia,
Pennsylvania, Dayville, Connecticut, Syracuse, New York, and
Bohemia, New York.  Rite Aid also acquired the Brooks Eckerd
corporate headquarters in Warwick, Rhode Island.

                        About Rite Aid

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

                         *     *     *

As reported in the Troubled Company Reporter on May 17, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'1' recovery rating to Rite Aid Corp's $1.105 billion senior
secured tranche 2 term loan facility.  The '1' recovery rating
indicating the high expectation for full recovery of principal in
the event of a payment default.  Concurrently, Standard & Poor's
raised the ratings on the three existing second-lien notes to 'B+'
from 'B' and assigned a '1' recovery rating, indicating the high
expectation for full recovery of principal in the event of a
default.  The secured notes ratings have been removed from
CreditWatch with developing implications.  At the same time,
Standard & Poor's affirmed all other ratings, including the 'B'
corporate credit rating.  The outlook is stable.


ROBERT CARMACK: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert L. Carmack
        23670 Hall Road
        Trenton, MI 48183

Bankruptcy Case No.: 07-50177

Chapter 11 Petition Date: May 23, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Kurt A. O'Keefe, Esq.
                  645 Griswold Street, Suite 3156
                  Detroit, MI 48226
                  Tel: (313) 962-4630

Total Assets: $1,354,000

Total Debts:  $1,656,717

Debtor's 18 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Sky Bank                    loan                      $752,892
236 South Main Street
Findlay, OH 45840

                            commercial                $110,000
                            property;
                            value of
                            security:
                            $300,000;
                            value of
                            senior lien:
                            $232,751

N.B.C. Construction         guaranty                  $109,421
Services, L.L.C.
John Harrington
30500 Van Dyke
Suite M 200
Warren, MI 48093

Option One Mortgage Co.     investment                 $51,253
3 Ada Way                   property;
Irvine, CA 92618            value of
                            security:
                            $50,000

Wayne County Treasurer      residence;                 $22,353
                            value of
                            security:
                            $350,000;
                            value of
                            senior lien:
                            $329,189                    

I.R.S.                      income tax                 $16,777

AT&T                        telephone                   $6,935

F.M.C.C.                    vehicle                     $3,875

G.M.A.C.                    deficiency on               $3,760
                            vehicle

Wash Mutual/Providian       credit card                 $2,899
Pleasanton, CA

Wash Mutual/Providian       credit card                 $2,881
Dallas, TX

I.C. System                 collection Med102           $2,695
                            affiliated Mdci of
                            Dearborn

Account Services            collection                  $1,705
Collections                 Providence Hospital

Cavalry Portfolio           services                    $1,318

Calvary Portfolio/          collection 01 At T          $1,255
Collection

Allied Interstate, Inc.     collection At T             $1,196

Oakwood Hospital            medical                       $962

Comprehensive Collection    collection                    $782
                            Oakwood Hospital
                            Southshore Medic.

Allst Cr. Bur.              Med102 Southfield             $378
                            Radiology
                            Association


RURAL CELLULAR: Prices $425MM Senior Floating Rate Notes Offering
-----------------------------------------------------------------
Rural Cellular Corporation has priced its $425 million aggregate
principal amount of senior subordinated floating rate notes due
2013.  The senior subordinated floating rate notes will bear
interest at LIBOR plus 3.00% per year, adjusted quarterly.

The company intends to use the proceeds of this offering, together
with cash on hand, to redeem all its $115.5 million, aggregate
principal amount of 11 3/8% Senior Subordinated Debentures due
2010, to redeem all of its $300 million aggregate principal amount
9-3/4% Senior Subordinated notes due 2010, and general corporate
purposes.

The senior subordinated floating rate notes have not been and will
not be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.  

Based in Alexandria, Minnesota, Rural Cellular Corporation --
http://www.ruralcellular.com/-- provides wireless  
telecommunication services to approximately 600 thousand retail
subscribers in rural areas of the United States.

                          *     *     *

As reported in the Troubled Company Reporter on April 2, 2007,
Moody's Investors Service placed all ratings of Rural Cellular
Corporation's Corporate family rating at B3, $300 million 9.75%
senior subordinate notes due 2010 at Caa2, $175 million senior
subordinate FRN's due 2012 at Caa2 under review for possible
downgrade.


SECUNDA INT'L: McDermott Offer Prompts S&P's Developing Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications for its 'B-' long-term corporate credit and senior
secured debt ratings on Nova Scotia-based Secunda International
Ltd. to positive from developing.

The action follows the announcement that McDermott International
Inc. subsidiary J. Ray McDermott SA has signed a definitive
agreement to purchase substantially all of the assets of Secunda,
including 14 vessels, for about $260 million.  
     
"With the senior secured debt expected to be retired upon
completion of the sale, the CreditWatch reflects the likely
strengthening of Secunda's credit corporate profile with the
removal of the debt," said Standard & Poor's credit analyst Jamie
Koutsoukis.  "As the 14 vessels that J. Ray will acquire represent
substantially all the assets of Secunda and include the security
pledged on the US$125 million senior notes outstanding, we expect
the debt to be retired upon completion of the sale," Ms Koutsoukis
added.
     
The closing of the acquisition remains contingent upon regulatory
approval in both Canada and the U.S.  S&P expect the transaction
to close early in third-quarter 2007.  Standard & Poor's will
resolve the CreditWatch action following the completion of the
sale.


SECURITY HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Security Holdings, L.L.C.
        11047 North 109th Place
        Scottsdale, AZ 85259

Bankruptcy Case No.: 07-02559

Chapter 11 Petition Date: June 4, 2007

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $1,850,000

Total Debts:  $1,728,087

The Debtor did not file a list of its 20 largest unsecured
creditors.


SI INT'L: $59MM LOGTEC Acquisition Cues S&P to Affirm B+ Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and positive outlook on Reston, Virginia-based SI
International Inc.  At the same time, Standard & Poor's affirmed
its 'B+' bank loan and '3' recovery ratings on SI's $155 million
senior secured bank facility (including the proposed $25 million
add-on term loan).

The recovery rating of '3' indicates expectation for meaningful
recovery of principal in the event of a payment default.  The
facility consists of a $60 million revolving credit facility (due
2011) and a $95 million term loan (due 2011).
      
The ratings affirmation follows the company's announcement that it
will acquire LOGTEC Inc. for $59 million in cash.  While this
acquisition, which will be funded with the $25 million add-on term
loan, a $20 million draw on the revolver, and cash from the
balance sheet, will increase SI's operating lease adjusted debt to
about 2.9x from a current level of 2.4x, leverage remains
appropriate for the current rating.  Furthermore, S&P's ratings
provide SI with moderate debt capacity to continue to participate
in the ongoing consolidation of the government IT services
industry.
      
"The ratings reflect SI's relatively modest position in the highly
competitive and consolidating government IT services market,
dependence on the federal government's spending initiatives, and
acquisitive growth strategy," said Standard & Poor's credit
analyst Ben Bubeck.  A predictable revenue stream, based on long-
term contracts and the expectation that government-related
services business will remain solid over the intermediate term,
are partial offsets to these factors.
     
SI provides IT services and communications solutions almost
exclusively to the federal government.  The Department of Defense
is the company's largest customer, accounting for approximately
45% of revenue.  Pro forma for the proposed transaction, SI had
approximately $165 million in operating lease-adjusted debt.


SOLUTIA INC: Bankruptcy Clerk Records 9 Claims Sale for May 2007
----------------------------------------------------------------
The Bankruptcy Clerk of the U.S. Bankruptcy Court for the Southern
District of New York disclosed that from May 25, 2007, to May 31,
2007, these claims changed hands during the month in Solutia Inc.
and its debtor-affiliates' chapter 11 cases:

                                                     Face Amount
  Transferor            Transferee      Claim No.     of Claims   
  ----------            ----------      ---------     ---------
  Eastern Design        Contrarian Funds,    3750       $25,184
  Services, Inc.        LLC

  City Tire Co.         Argo Partners           -         2,325

  Sulzer Pumps US Inc.  Argo Partners           -         7,770

  Ahlstrom Mount        Argo Partners           -        35,912

  Roberts Abokhair &    Liquidity Solutions     -         2,911
  Mardula LLC           Inc.

  Decatur Printing Co.  Liquidity Solutions   955         4,875
  Inc.
  J&D Electrical        Liquidity Solutions   420        28,858
  Contractors
  Mouat Co. Inc.        Liquidity Solutions   972         4,039

  Royal Roofing         Liquidity Solutions   986         7,834
  Company Inc.

                        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. 87; 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.


SOLUTIA INC: Wants Amended Plan Voting Protocol Approved
--------------------------------------------------------
Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve the
disclosure statement to their First Amended Joint Plan of
Reorganization, and procedures for soliciting and tabulating votes
on the Amended Plan.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
asserts that that the Disclosure Statement contains "adequate
information" within the meaning of Section 1125(a) of the
Bankruptcy Code.  He says the document contains ample and
adequate information that would enable parties-in-interest to
make informed judgments about and, to the extent appropriate,
vote on the Amended Plan.

The Disclosure Statement includes information regarding:

   -- Solutia Inc., and its assets, liabilities and businesses;

   -- the general economic conditions preceding Solutia's
      decision to commence the Chapter 11 cases;

   -- the significant events that have occurred during the
      Chapter 11 cases;

   -- the classification and treatment of claims and equity
      interests under the Plan;

   -- other material terms of the Plan and its implementation;
      and

   -- information concerning the projected financial
      performance, valuation and other financial information of
      reorganized Solutia.

                          Record Date

The Debtors ask the Court to establish the second business day
after the entry an order approving the Disclosure Statement as
the record date for purposes of determining which creditors are
entitled to vote on the Plan.

The Debtors propose that with respect to any transferred claim,
the transferee will be entitled to receive a solicitation package
and, if the claim holder is entitled to vote with respect to the
Plan, cast a ballot on account of the claim only if (i) all
actions necessary to effectuate the transfer of the claim have
been completed by the Record Date, or (ii) the transferee files
by the Record Date, the documentation required by Bankruptcy Rule
3001(e) to evidence the transfer, and a sworn statement of the
transferor supporting the validity of the transfer.

In the event a claim, other than a Noteholder Claim, is
transferred after the Record Date, the transferee will be bound
by any vote or election to participate in the rights offering, as
the case may be, made by the claim holder as of the Record Date.
In the event a Noteholder Claim is transferred after the Record
Date, the transferee of the Noteholder Claim will be bound by any
vote made by the claim holder as of the Record Date.

                   Solicitation Procedures

After the Disclosure Statement is approved, the Debtors propose
to mail solicitation packages to:

   -- all persons or entities that filed proofs of claim on or
      before the Record Date, except to the extent a claim was
      paid pursuant to, or expunged by, a prior Court order;

   -- all persons or entities listed in the Debtors' schedules
      of assets and liabilities as holding liquidated, non-
      contingent and undisputed claims in an amount greater than
      zero;

   -- the registered holders of the Debtors' debt and equity
      securities, including options to purchase the securities,
      as of the Record Date; and

   -- all other known creditors of the Debtors as of the Record
      Date.

The Solicitation Package will contain copies of:

    * the Court's order approving the Disclosure Statement;

    * a notice of a hearing to consider confirmation by the
      Court of the Amended Plan;

    * either a form of ballot or master ballot, as appropriate,
      together with a return envelope, and, if applicable, the
      rights offering procedures and a rights exercise form,
      together with a return envelope, and the Disclosure
      Statement, or a notice of non-voting status; and

    * other materials as the Court may direct.

The Debtors expect to complete distribution of Solicitation
Packages by no later than seven business days after the Record
Date.

In addition, by the Solicitation Date, certain documents will be
distributed to parties including the United States Trustee;
Monsanto Company; Pharmacia Corporation; the Securities and
Exchange Commission; the U.S. Internal Revenue Service; the U.S.
Department of Justice; all landlords and other parties to
executory contracts or unexpired leases; all administrative
creditors of the Debtors; all professionals; and environmental
and other regulatory authorities.  These documents are:

   -- the Disclosure Statement Order;
   -- the Confirmation Hearing Notice;
   -- the Disclosure Statement; and
   -- other materials the Court may direct.

To avoid duplications and further reduce expenses, The Debtors
propose to set these rules:

  (a) Solicitation Packages for holders of claims against or
      equity interests in any Debtor placed within a class under
      the Plan that is deemed to accept or reject the Plan will
      not include a ballot, and instead include the appropriate
      form of Notice of Non-Voting Status;

  (b) The Debtors will not distribute copies of the Plan and
      Disclosure Statement to holders of claims and equity
      interest in Classes 1 through 10, 16, and 17, who are
      deemed to accept the Plan, and in Classes 18 through 20,
      who are deemed to reject the Plan, unless a holder of
      claim or equity interest, as applicable, in the Class
      makes a specific request in writing to the voting agent;
      provided, however, that the Notices of Non-Voting Status
      will provide that a copy of the Plan and Disclosure
      Statement may be viewed at www.fbgdocuments.com/soi or
      obtained free of charge by contacting the Voting Agent at
      (646) 282-1800; and

  (c) Creditors who have field duplicate claims against the
      Debtors, which are classified under the Plan in the same
      Class, will receive only one Solicitation Package and one
      Ballot for voting on their claims with respect to that
      Class.

It would be costly and wasteful to mail Solicitation Packages to
addresses to which undeliverable Disclosure Statement Hearing
Notices were mailed, Mr. Henes points out.  Therefore, the
Debtors ask the Court for a departure from the strict notice
rule, excusing them from mailing Solicitation Packages to those
entities unless the Debtors are provided with or otherwise locate
accurate addresses before the Solicitation Date.

                      Voting Procedures

One or more Ballots, the forms based on Official Form No. 14,
will be distributed to holders of claims in Classes 11 through 15
under the Plan.  These are the only Classes entitled to vote to
accept or reject the Plan, Mr. Henes notes.

With respect to the Ballots that will be sent to holders of
Noteholder Claims, the Debtors seek authority to send Ballots to
record holders, including brokers, banks, dealers or other agents
or nominees -- Nominees.

Each Nominee will receive a reasonably sufficient number of
Ballots and Solicitation Packages to distribute to the beneficial
owners of the Noteholder Claims for whom the Nominee acts.

A Nominee has two options with respect to voting:

  (1) The Nominee will forward the Solicitation Package to each
      beneficial owner for voting within five business days of
      receipt of the Solicitation Package and include a return
      envelope provided by and addressed to the Nominee so that
      the Beneficial Owner may return the completed Ballot to
      the Nominee.

      Upon receipt of the Ballots, the Nominee will summarize
      the individual votes of its respective Beneficial Owners
      on the appropriate Master Ballot and return the Master
      Ballot to the Voting Agent, Financial Balloting Group LLC,
      by the voting deadline.

  (2) If the Nominee elects to "prevalidate" Ballots:

      (a) The Nominee will forward to the Beneficial Owner
          within five business days the Solicitation Package or
          copies thereof including the Disclosure Statement and
          its corresponding exhibits; an individual Ballot that
          has been prevalidated; and a return envelope provided
          by and addressed to the Voting Agent;

      (b) To prevalidate a Ballot, the Nominee will complete and
          execute the Ballot and indicate on the Ballot the name
          of the registered holder, the amount of securities
          held by the Nominee for the Beneficial Owner and the
          account number(s) for the account(s) in which the
          securities are held by the Nominee; and

      (c) For its vote to be counted, the Beneficial Owner will
          return the prevalidated Ballot to the Voting Agent by
          the Voting Deadline.

Holders of claims and equity interests in Classes 18 through 20
are deemed to reject the Plan.  A notice to the holders that they
are deemed to vote to reject the Plan will be mailed to them.

Claim holders in Classes 1 through 10 are unimpaired and are
deemed to have accepted the Plan.  A notice of Non-Voting Status
will be mailed to them.

Similar to the process for serving Ballots upon holders of
unsecured notes claims, the Debtors propose to send a Notice of
Non-Voting Status - Impaired Classes to the holders of Solutia
Inc.'s publicly traded common stock as reflected in the records
maintained by the Debtors' transfer agent(s) as of the close of
business on the Record Date.

                        Voting Deadline

The Debtors anticipate commencing the solicitation period within
three business days after the Record Date.  The Debtors propose
that to be counted as a vote to accept or reject the Plan, each
Ballot or Master Ballot must be properly executed, completed, and
delivered to the Voting Agent no later than August 30, 2007, at
5:00 p.m., Eastern Time.

The Debtors propose that the certification of Ballots be filed on
or before the date of the Confirmation Hearing.

                   Vote Tabulation Procedures

(1) Ballots

The Debtors propose that each claim within a class of claims
entitled to vote to accept or reject the Plan be temporarily
allowed in an amount equal to the timely filed claim amount, or,
if no proof of claim was field, the amount of the claim as set
forth in the Schedules.  The Temporary Claim Amount will be
subject to:

   -- if a claim for which a proof of claim has been timely
      filed is not listed on the Schedules and no objection has
      been filed on or before the Voting Deadline, the claim
      will be temporarily allowed for voting purposes in the
      amount set forth in the claim;

   -- if a claim for which a proof of claim has been timely
      filed, asserts both a liquidated and unliquidated amount,
      the claim will be temporarily allowed for voting purposes,
      subject to other tabulation rules, only in the liquidated
      amount of the claim;

   -- if a claim is listed as contingent, unliquidated or
      disputed, based on a timely filed proof of claim, the
      claim will be temporarily allowed for voting purposes only
      in an amount equal to $1;

   -- notwithstanding any other tabulation rule, if a claim is
      deemed allowed in accordance with the Plan, the claim will
      be allowed for voting purposes in the deemed allowed
      amount set forth in the Plan;

   -- if the Debtors have served and filed an objection to a
      claim at least 10 days before the Voting Deadline, the
      claim will be temporarily allowed for voting purposes in
      an amount equal to the undisputed amount of the claim, if
      any;

   -- notwithstanding any other tabulation rule, if a claim has
      been estimated or otherwise allowed for voting purposes by
      Court order, the claim will be temporarily allowed for
      voting purposes in the amount estimated by the Court;

   -- if a claim relates to rejection damages under an executory
      contract or an unexpired lease that has not been rejected
      as of the Voting Deadline, to the extent the claim is for
      rejection damages, the claim will be temporarily
      disallowed for voting purposes and, to the extent the
      claim is solely for rejection damages, any related Ballot
      will not be counted as having voted for or against the
      Plan; and

   -- if a claim holder identifies a claim amount on its Ballot
      that is different than the amount otherwise calculated in
      accordance with the tabulation rules, the claim will be
      temporarily allowed for voting purposes in the amount
      calculated in accordance with the tabulation rules.

If any creditor seeks to challenge the allowance of its claim for
voting purposes in accordance with the tabulation rules, the
creditor will serve on the Debtors and file with the Court a
motion to temporarily allow its claim in a different amount for
purposes of voting to accept or reject the Plan on or before the
tenth day after the later of (i) a service of the Confirmation
Hearing Notice and (ii) service of notice of an objection, if
any, to the claim.

(2) Master Ballots and Ballots Cast by Nominees and Beneficial
   Owners

The amount that will be used to tabulate the acceptance or
rejection of the Plan will be the principal amount of Solutia's
6.72% debentures due October 15, 2037, and the 7.735% debentures
due October 15, 2027, held as of the Record Date.  The Voting
Agent will adjust the principal amount voted to reflect the claim
amount as of the Record Date for the 2027/2037 Notes.

The Debtors intend to apply these additional rules for the
tabulation of Master Ballots and Ballots cast by Nominees and
Beneficial Owners:

   -- Votes cast by Beneficial Owners through Nominees will be
      applied against the positions held by the Nominees in the
      2027/2037 Notes as of the Record Date, as evidenced by the
      record and depository listings.  Votes submitted by a
      Nominee, whether pursuant to a Master Ballot or a
      prevalidated Ballot, will not be counted in excess of the
      Record Amount of securities held by the Nominee;

   -- If conflicting votes or "over-votes" are submitted by a
      Nominee, whether pursuant to a Master Ballot or
      prevalidated Ballot, the Debtors will attempt to reconcile
      discrepancies with the Nominees;

   -- If over-votes on a Master Ballot or prevalidated Ballot
      are not reconciled prior to the preparation of the vote
      certification, the Debtors will apply the votes to accept
      and to reject the Plan in the same proportion as the votes
      to accept and to reject the Plan submitted on the Master
      Ballot or prevalidated Ballots that contained the over-
      vote, but only to the extent of the Nominee's position in
      the 2027/2037 Notes;

   -- For purposes of tabulating votes, each Nominee or
      Beneficial Owner will be deemed to have voted the
      principal amount of its Noteholder Claim, although the
      voting agent may be asked to adjust the principal amount
      to reflect the claim amount, including prepetition
      interest; and

   -- a single Nominee may complete and deliver to the Voting
      Agent multiple Master Ballots.  Votes reflected on the
      master ballots will be counted, except to the extent they
      are duplicative of other Master Ballots.  If two or more
      Master Ballots are inconsistent, the latest dated Master
      Ballot received before the Voting Deadline will, to the
      extent of the inconsistency, supersede and revoke any
      prior Master Ballot.

(c) General Tabulation Procedures

With respect to tabulating Ballots and Master Ballots, the
Debtors propose to utilize these procedures:

    * Ballots and Master Ballots received after the Voting
      Deadline will not be counted by the Debtors;

    * Beneficial Holders must vote all of their Noteholder
      Claims either to accept or reject the Plan and may not
      split their votes with respect to the 2027/2037 Notes;

    * Any Ballot, or group of Ballots with respect to the
      2027/2037 Notes received from a single creditor, that
      partially rejects and partially accepts the Plan will not
      be counted;

    * No Ballot or Master Ballot sent to the Debtors, any
      indenture trustee or the Debtors' financial or legal
      advisors will be counted; and

    * If no votes to accept or reject the Plan are received with
      respect to a particular Class, the Class will be deemed to
      have voted to accept the Plan.

                   Rights Offering Procedure

Each holder of a General Unsecured Claim and each holder of a
Noteholder Claim as of the Voting Record Date has the right, but
not the obligation, to purchase New Common Stock pursuant to a
rights exercise form that will be sent to each eligible holder.   

The Rights Exercise Form will, among others, indicate the price
per share of New Common Stock.  Eligible Holders may indicate the
amount of additional Rights that they will commit to purchase in
the event that the Rights Offering is under-subscribed as of the
Voting Deadline.

                   Plan Confirmation Hearing

The Debtors propose that a hearing to consider confirmation of
the Plan be scheduled on September 17, 2007, at 11:00 a.m.,
Eastern Time.  The hearing may be continued from time to time by
the Court or the Debtors without further notice except for
adjournments announced in open court or filed on the Court's
docket.

The Debtors will publish, or cause to be published, a notice of
the confirmation hearing not less than 25 days before the time
fixed for filing objections to confirmation and September 17,
2007, in the national editions of The Wall Street Journal, The
New York Times, USA Today, and St. Louis Post-Dispatch.

The Voting Agent will post the Confirmation Hearing Notice on its
website at http://www.fbgdocuments.com/soi.

Objections to confirmation of the Plan should be filed no later
than August 30, 2007, at 5:00 p.m., Eastern Time.

                        *     *     *

The Debtors' request for approval of the Disclosure Statement and
the Voting and Tabulation Procedures supersedes a similar relief
sought by the Debtors in connection with their joint plan of
reorganization dated Feb. 14, 2006.  The Court had continued the
hearing on the original relief indefinitely due to a number of
unresolved contingencies, including Adversary Proceeding No. 05-
01843.

The Court will convene a hearing to consider approval of the
Disclosure Statement to the Amended Plan and the corresponding
Voting and Tabulation Procedures on July 10, 2007 at 2:30 p.m.   
Deadline to file objections is on June 28, at 5:00 p.m.

                        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. 87; 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.


SOS REALTY: Gets Court OK to Sell Condo Units and Parking Spaces
----------------------------------------------------------------
SOS Realty LLC obtained authority from the U.S. Bankruptcy Court
for the District of Massachusetts in Boston to sell its condo
units and parking spaces to fund a plan of reorganization.

The Debtor owns a condominium development, a portion of which is
presently under construction, located at 5168-70 Washington Street
and 11 Cheriton Road, West Roxbury Massachusetts.  The project
consists of a total of 48 residential condominiums and 54
underground parking spaces.

The Debtor completed construction of the eight remaining unsold
units in the Washington Street building, and the units are
actively being marketed for sale.  The Debtor is approximately 70%
complete with the 24 unsold units in the Cheriton Street building.

Five of the remaining unsold units are designated as affordable
housing units and will be sold pursuant to an agreement between
the Debtor and the Boston Redevelopment Authority.

The Debtor is using up to $4 million in debtor-in-possession
financing provided to it by LBM Financial LLC to complete
construction of the condominium development and sell the
remaining, unsold units.

LBM Financial is also providing a carveout in the amount of
$250,000 from its entitlement to sale proceeds from the sale of
the units and parking spaces for the payment of claims, including
administrative, tax, priority claims and general unsecured
claims.

The sale of the real properties will be in accordance with a
stipulation approved by the Court on Feb. 6, 2007, among the
Debtor, LBM Financial LLC, and Framingham Co-operative
Bank.  

The stipulation provides, among other things:

   -- that the Debtor and LBM Financial agree that the amount
      of Framingham's prepetition secured claim is $5,698,645,
      and further agree that Framingham is entitled to
      postpetition interest;

-- provided no events of default occur, Framingham agrees to a
      reduction in the applicable interest rate charged from 18%
      to 8.25%, retroactive to Oct. 11, 2006; and

   -- the Debtor, Framingham and LBM all agree to the amounts
      to be paid upon sale of each of the unsold units and parking
      spaces and, with respect to Framingham, that the amounts
      will first be applied to principal before being applied to
      interests, costs, and any accrued and allowed attorneys'
      fees.

Based in West Roxbury, Massachusetts, SOS Realty LLC owns a
condominium development known as the "Washington Grove
Condominiums."  The company filed for chapter 11 protection on
May 11, 2006 (Bankr. D. Mass. Case No. 06-11381).  Jennifer L.
Hertz, Esq., at Duane Morris LLP, represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been filed in the Debtor's case.  In its schedules
of assets and liabilities, it listed $12,009,000 in total assets
and $6,734,279 in total liabilities.


SOS REALTY: Court Cancels Plan Confirmation Hearing Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts in
Boston cancelled the hearing for the confirmation of the amended
plan of reorganization co-proposed by SOS Realty LLC and its
postpetition and prepetition creditor, LBM Financial LLC.

The confirmation hearing, which was originally set for May 21,
2007, was cancelled based upon the Debtor's request.  No reasons
for the cancellation request are available in court filings.

                     Overview of the Plan

The Debtor owned a partially completed condominium development.  
The Debtor is using up to $4 million in debtor-in-possession
financing in order to complete construction of the condominium
development and sell the remaining, unsold units.

The Debtor completed construction of the eight remaining unsold
units in the Washington Street building, and the units are
actively being marketed for sale.  The Debtor is approximately 70%
complete with the 24 unsold units in the Cheriton Street building.

Five of the remaining unsold units are designated as affordable
housing units and will be sold pursuant to an agreement between
the Debtor and the Boston Redevelopment Authority.

The Plan contemplates the completion of the construction, sale of
the remaining, unsold condominiums, with payment in full to the
holders of the first and second mortgages on the real property, as
well as payment to the LBM Financial, the Debtor's DIP lender.

LBM Financial is providing a carveout in the amount of
$250,000 from its entitlement to sale proceeds from the sale of
the units and parking spaces for the payment of claims, including
administrative, tax, priority claims and general unsecured
claims.

                     Treatment of Claims

The Plan provides for payment in full to holders of Allowed
Administrative Expense Claims, Allowed Professional Fee Claims and
Allowed Priority Tax Claims from a plan fund, to be funded by the
$250,000 carveout, as well as the proceeds of the recovery of any
causes of action, avoidance actions, and any other assets of the
Debtor other than the Debtor's real property and the unsold
condominium units and parking spaces.

The Debtor estimates that the Carveout will be fully funded after
the sale of approximately eight of the Debtor's unsold
condominium units.  Because the Carveout will be funded as
condominium units and parking spaces are sold, there is no date
certain as to when the Carveout will be fully funded.

The Debtor estimates that the Plan Fund may provide for an
approximately 10% dividend on account of Allowed General Unsecured
Claims, depending entirely on certain circumstances, including
the outcome of objections to claims and prosecution of avoidance
actions.

The Debtor believes that the allowed unsecured claims, after
claims objections, could be as high as approximately $1.7 million,
and as low as approximately $666,743.  Accordingly, the Debtor
says, there is a wide variance of the potential dividend.

As of the effective date of the Plan, LBM Financial or its
assignee will be the holder of the equity interests in the Debtor.

                       Chestnut Objects

Chestnut Hill Private Mortgage Co. Inc. filed an objection to the
Plan, asserting that the pot funded by the carveout is an
"illusion", that there is "no assurance that there will be even
$1 for unsecured creditors" and that there is no reasonable basis
to believe there will be anything that approaches a 10% dividend.

The Debtor disagrees, arguing that "while it is possible, under a
range of scenarios, that the dividend to general unsecured
creditors could be little to nothing. . .the dividend could be at
least 10%, if not more, depending on the administrative
costs incurred through confirmation of the Plan, and the
administrative costs of claim objections."

                         Plan Funding

The Plan will be funded through:

   (i) the completion and sale by the Debtor or the Reorganized
       Debtor, as the case may be, in the ordinary course of
       business, of the unsold units, the unsold parking spaces
       and the real property;

  (ii) the carveout; and

(iii) the prosecution, compromise or other liquidation of the
       assets transferred to the creditors' trust, including
       the causes of action.

In order to effectuate the distribution to Allowed General
Unsecured Claims, the Plan contemplates the appointment of a
Creditors' Trustee.  The Debtor proposes to appoint Craig R.
Jalbert of the accounting firm Verdolino & Lowey, P.C. as
Creditors' Trustee.

                      About SOS Realty LLC

Based in West Roxbury, Massachusetts, SOS Realty LLC owns a
condominium development known as the "Washington Grove
Condominiums."  The company filed for chapter 11 protection on
May 11, 2006 (Bankr. D. Mass. Case No. 06-11381).  Jennifer L.
Hertz, Esq., at Duane Morris LLP, represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been filed in the Debtor's case.  In its schedules
of assets and liabilities, it listed $12,009,000 in total assets
and $6,734,279 in total liabilities.


STALLION OILFIELD: S&P Rates $250 Million Credit Facilities at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on private, Houston, Texas-based Stallion Oilfield
Services Ltd.

S&P also assigned its 'B+' issue rating and '1' recovery rating to
the $250 million in new senior secured first-lien credit
facilities that will consist of a five-year $175 million revolving
credit facility and $75 million Term Loan B.  At the same time,
S&P lowered its senior unsecured rating to 'CCC+' from 'B-'.
     
"The one one-notch downgrade of the unsecured issue rating
reflects Stallion's ability to incur senior secured indebtedness
in excess of 30% of assets as a result of the new financing," said
Standard & Poor's credit analyst Jeffrey B. Morrison.
     
Ratings on the new credit facilities are based on preliminary
terms and conditions.  Proceeds from the term loan and
availability under the new revolving credit facility will be used
in part to finance about $379 million in planned acquisitions
expected to close in the second and third quarter of 2007 and for
general corporate purposes.  The outlook is stable.
     
S&P note that Stallion could derive additional near-term
acquisition funding from a planned public offering.  The current
ratings incorporate S&P's expectation that up to $250 million in
additional unsecured debt could enter the capital structure in the
near term if the offering is delayed.  Should this occur, S&P
expect credit metrics will continue to remain within acceptable
tolerances for the current ratings.
     
"While a successful public offering would be viewed positively
from a credit perspective," Mr. Morrison said, "Stallion's limited
track record and the rapid pace of recent acquisitions will likely
rule out positive ratings actions until the company can
demonstrate continued operating performance improvement and
successful integration of planned acquisitions over the
intermediate term."


STONEPATH GROUP: AMEX to Delist Common Stock on June 14
-------------------------------------------------------
Stonepath Group Inc. disclosed of The American Stock Exchange
LLC(R)'s final determination to remove its common stock from
listing on the Exchange, and that AMEX has filed an application on
Form 25 to strike the Securities from listing with the Securities
and Exchange Commission.

The delisting will become effective on June 14, 2007 unless
postponed by the SEC.
    
Pursuant to its rules, the Exchange provided notice to Stonepath
Group of the decision to delist the Securities and an opportunity
to appeal the decision to a panel designated by the Exchange's
board of governors.
    
Headquartered in Seattle, Washington, Stonepath Group Inc.
(OTC:SGRZ) -- http://www.stonepath.com/-- provides transportation  
and logistics services worldwide.  The company offers various
supply chain solutions to a diverse client base, including
manufacturers, distributors, and retail chains.  Stonepath serves
a customer base of manufacturers, distributors and retail chains
through its offices in 21 areas in North America, 17 in the Asia
Pacific region and six in Brazil, as well as a network of
international independent carriers and service partners.


TEEKAY SHIPPING: S&P Retains Negative Watch on OMI Share Buy
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Teekay
Shipping Corp., including the 'BB+' corporate credit rating,
remain on CreditWatch with negative implications, where they were
placed on Sept. 1, 2006.

The CreditWatch update follows the May 31, 2007, announcement that
an entity formed by Teekay Shipping Corp. and A/S
Dampskibsselskatbet TORM has acquired 83.5% of the common shares
of OMI Corp. (BB+/Watch Neg/--), with arrangements seeking to
acquire the remaining shares.  Teekay and TORM have said that they
plan to divide the assets of OMI.  The acquisition price is about
$2.2 billion, of which Teekay will contribute $1.1 billion.  
Teekay announced earlier that it intends to create a new publicly
listed entity for its oil tanker business.
      
"We expect to resolve the CreditWatch review of Teekay's ratings
following evaluation of the OMI acquisition and creation of a new
publicly listed tanker entity," said Standard & Poor's credit
analyst Philip Baggaley.  Ratings on Teekay were originally placed
on CreditWatch with negative implications in September 2006 after
the company announced its plan to purchase Petrojarl ASA, a
Norwegian-based operator of floating production storage and
offloading units.  Ratings on Vancouver, B.C.-based Teekay reflect
its participation in the competitive, highly fragmented, and
fixed-capital-intensive bulk shipping industry, combined with an
aggressive growth strategy, new vessel construction program, and
substantial share repurchases.  Positive credit factors include
the company's solid business position as the leading midsize
crude-oil tanker operator, strong market share in the shuttle
tanker markets, and a growing liquefied natural gas business.  
Additionally, Teekay has been increasing its fixed-contract
business, a trend continued with the acquisition of Petrojarl.


TELOS CLO: S&P Rates $16 Million Class E Floating-Rate Notes at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Telos CLO 2007-2 Ltd./Telos CLO 2007-2 Inc.'s $368.5
million floating-rate notes due 2022.
     
The preliminary ratings are based on information as of June 4,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

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

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

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
   
               Preliminary Ratings Assigned
       Telos CLO 2007-2 Ltd./Telos CLO 2007-2 Inc.
   
        Class                Rating       Amount
        -----                ------       ------
         A-1                  AAA      $241,000,000
         A-2                  AAA       $40,000,000
         B                    AA        $27,500,000
         C                    A         $22,000,000
         D                    BBB       $22,000,000
         E                    BB        $16,000,000
         Subordinated notes   NR        $44,000,000

                          NR - Not rated.


TRW AUTOMOTIVE: Completes Common Stock Public Offering
------------------------------------------------------
TRW Automotive Holdings Corp. has closed its secondary
public offering of 11 million shares of its common stock by an
affiliate of The Blackstone Group L.P., Automotive Investors
L.L.C., and by certain members of TRW management.  

TRW did not receive any proceeds related to the Offering, nor did
its total number of shares of common stock outstanding change as a
result of the Offering.
    
Prior to the Offering, TRW was considered a "controlled company"
within the meaning of the New York Stock Exchange corporate
governance rules due to the majority voting control of 56.4% held
by the Blackstone Affiliate.  As a result of the Offering, the
Blackstone Affiliate's voting control now stands at approximately
46.4%.  Accordingly, TRW has ceased to be a "controlled company"
and therefore is required to comply with certain corporate
governance requirements, which the company is permitted to
phase-in over the next 12 months.
    
Banc of America Securities LLC acted as sole book-running manager
and sole underwriter for the Offering.  The Offering is made only
by means of a written prospectus and related prospectus supplement
forming a part of an effective registration statement.  

Copies of the prospectus supplement and the accompanying base
prospectus relating to the Offering may be obtained from Banc of
America Securities LLC Capital Markets (Prospectus Fulfillment) by
mail to Banc of America Securities LLC, Capital Markets
Operations, 100 West 33rd Street, 3rd Floor, New York, NY 10001,
or by phone at (800) 294-1322.
    
The shares were offered pursuant to an effective registration
statement that was filed with the Securities and Exchange
Commission.  

                        About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive  
supplier.  Through its subsidiaries, it employs approximately
63,800 people in 26 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services

                           *     *     *

Fitch assigned a 'BB' on TRW Automotive Holdings Corp.'s LT Issuer
Default rating and 'BB-' on its Unsecured Debt rating.  The
outlook is Stable.


VENICE DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Venice Development, L.L.C.
        100 Enterprise Avenue
        League City, TX 77573

Bankruptcy Case No.: 07-33722

Chapter 11 Petition Date: June 4, 2007

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey, P.L.L.C.
                  2200 North Loop West, Suite 310
                  Houston, TX 77018
                  Tel: (713) 957-0100
                  Fax: (713) 957-0105

Total Assets: $14,600,000

Total Debts:  $7,355,843

Debtor's Three Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Lester & Associates         clearing,                 $486,080
100 Enterprises Avenue      development
League City, TX 77573       servies, etc.

MasterPiece Design, Inc.    architectural             $242,465
910 Armorlite               drawings, land
San Marcos 92069            plan

Jim Walker                  salary                    $100,000
P.O. Box 750155
Houston, TX 77275


VICORP RESTAURANTS: Posts $7.4 Mil. Net Loss in 2nd Quarter 2007
----------------------------------------------------------------
VICORP Restaurants Inc. reported net loss for the second quarter
of 2007 of $7.4 million, versus net loss of $1.3 million in the
comparable period of 2006.

Net revenues for the second quarter ended April 19, 2007, were
$110 million, a 3.6% increase from net revenues of $106.2 million
reported in the second quarter of 2006.  The increase in the net
revenue resulted from a 38.5% increase in manufacturing sales to
third parties as well as sales at the 16 new restaurants, net of
closures, opened or acquired since the end of the second quarter
of 2006.  

Comparable restaurant sales for the second quarter of 2007
declined 3.4% versus the previous year's second quarter.  
Comparable restaurant sales for Village Inn and Bakers Square
decreased 1.2% and 5.6%, respectively.

The company posted $377.1 million in total assets, $321.2 million
in total liabilities, $1.1 million in stock subject to repurchase,
and $54.8 million in total stockholders' equity as of April 19,
2007.

The company had strained liquidity with total current assets of
$31.2 million and total current liabilities of $48.2 million as of
April 19, 2007.

                      About VICORP Restaurants

Headquartered in Denver, VICORP Restaurants Inc. (NASDAQ: VRES)
-- http://www.vicorpinc.com/-- operates family-dining restaurants  
under the Village Inn and Bakers Square brands.  As of March 9,
2007, VICORP has 409 restaurants in 25 states, consisting of 314
company-operated restaurants and 95 franchised restaurants.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2007,
Moody's Investors Service downgraded VICORP Restaurants Inc.'s
corporate family rating to B3 from B2 and the senior unsecured
notes to Caa1 from B3.


W&T OFFSHORE: S&P Rates Proposed $450 Million Senior Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to oil
and gas exploration and production company W&T Offshore Inc.s'
proposed $450 million senior notes due 2014.  At the same time,
S&P affirmed the corporate credit rating of 'B' and revised the
outlook to positive from stable to reflect W&T's material debt
repayment and solid operating performance in 2006.
      
"The 'B' corporate credit rating reflects W&T's exclusive
operations in the offshore Gulf of Mexico, the E&P industry's
cyclical and capital-intensive nature, W&T's high financial
leverage, the company's high all-in 2006 finding & development
costs of over $5 per thousand cubic feet equivalent, and our
expectation that the company will remain acquisitive and use debt
to at least partially finance future acquisitions," said Standard
& Poor's credit analyst David Lundberg.  "These concerns are only
partially offset by W&T's long and successful operating history in
the Gulf of Mexico, its good drilling success in 2006, and its
recent willingness to issue equity to prevent financial leverage
measures from becoming overly aggressive."
     
An upgrade would depend on the company's ability to replace
reserves and maintain a more competitive cost structure.  
Furthermore, any potential acquisitions would have to be financed
in a manner such that W&T's credit measures would not worsen
materially from current levels.  A negative rating action could
result from more aggressive financial leverage or poor operating
performance.


WAYNE ZYCH: Case Summary & Eight Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Wayne Zych
        Diane Zych
        5063 Co. Road 3
        Beardsley, MN 56211

Bankruptcy Case No.: 07-60334

Chapter 11 Petition Date: June 1, 2007

Court: District of Minnesota (Fergus Falls)

Judge: Dennis D. O'Brien

Debtor's Counsel: David C. McLaughlin, Esq.
                  Fluegel Helseth McLaughlin Anderson & Brutlag,
                  Chartered
                  25 2nd Street Southwest, Suite 102
                  Ortonville, MN 56278
                  Tel: (320) 839-2549
                  Fax: (320) 839-2540

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Fergus Falls Livestock                                $533,755
Auction
P.O. Box 602
Fergus Falls, MN 56537

Sisseton Livestock Auction,                           $310,529
Inc.
P.O. Box 275
Herreid, SD 57632

Herreid Livestock                                     $181,495
Market, Inc.
P.O. Box 67
Herreid, SD 57632

Handel-Eichler Marketing                               $89,250

Farmers Cooperative Elevator                           $10,117

Grant County Implement                                      $1

Larson's, Inc.                                              $1

Beardsley Farmers                                           $1
Elevator


WESTERN REFINING: S&P Holds BB- Rating and Removes Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Western Refining Inc. and removed the rating from
CreditWatch with negative implications.

The rating action follows the U.S. District Court for the District
of New Mexico's denial of the Federal Trade Commission's motion to
prevent Western's acquisition of Giant Industries Inc.  As a
result of the court decision, Western closed its acquisition of
Giant on May 31, 2007.

The ratings on Giant have been consolidated and equalized with
those of Western.  Following the consolidation, the corporate
credit rating on Giant has been withdrawn, and the subordinated
debt rating has been raised to 'B' from 'B-' and removed from
CreditWatch with positive implications.  The outlook on Western
Refining is stable.
      
"The ratings on Western are based on its moderate refining
capacity, elevated debt leverage, high near-term spending needs,
and the integration and operational concerns surrounding the
management of Giant's refineries, particularly the Yorktown,
Virginia, refinery," said Standard & Poor's credit analyst Paul
Harvey.  "In addition, ratings will be supported by Western's
attractive markets and the solid near-term fundamentals for the
refining industry."
     
The stable outlook assumes the successful integration of the Giant
assets, as well as solid near-term market conditions that will
support capital spending levels and allow for some debt repayment.  
If Western fails to reduce debt levels during the period of
expected above-average cash flows over the medium term, ratings
would likely be negatively affected.  At this time, S&P expect no
positive rating actions, given the need for significant debt
repayment and the integration risk surrounding the Giant assets,
particularly the Yorktown refinery.


WESTERN UNION: March 31 Balance Sheet Upside-Down by $172.4 Mil.
----------------------------------------------------------------
The Western Union Company reported financial results for the first
quarter of 2007.  It had total assets of $5.3 billion, total
liabilities of $5.5 billion, and total stockholders' deficit of
$172.4 million as of March 31, 2007.

In the first quarter 2007, total revenues were $1.1 billion, as
compared with $1 billion in the first quarter 2006.  Revenue
growth in the first quarter was slightly slower than expected as a
result of the ongoing challenges within the U.S. domestic, Mexico
and U.S. outbound markets as well as lower revenue from
westernunion.com, the company's Internet service, in the U.S.,
where Western Union and card issuing banks implemented additional
controls to help protect themselves and consumers from credit and
debit card fraud.

First quarter operating income of $305 million and the 27%
operating income margin included $15 million of incremental
independent public company expenses compared to the first quarter
of 2006.

Net income of $193 million for the first quarter 2007 included
$48 million in incremental pre-tax interest expense compared to
the first quarter of 2006.  The effective tax rate for the quarter
was about 31.5%.  Net income for the first quarter 2006 was
$219.8 million.

                     Highlights of First Quarter

During the first quarter, Western Union repurchased 5.2 million
shares for $113 million at an average cost of $21.70 per share.  
Under Western Union's stock buyback program, $867 million is
available to repurchase stock through 2008.  Capital expenditures
were $38 million.

During the first quarter 2007, the company opened its 300,000th
agent location, finished quarter with more than 305,000 agent
locations.

                   Capital Resources and Liquidity

At March 31, 2007, and Dec. 31, 2006, $1,216.7 million and
$942.1 million, respectively, of the company's cash and cash
equivalents were held by foreign entities.

At March 31, 2007, the company has outstanding borrowings, which
were incurred in connection with the spin-off from First Data, of
$3.3 billion, consisting of $282.9 million in commercial paper and
other short-term notes payable, $500 million in unsecured floating
rate notes, and $2.5 billion in unsecured fixed-rate notes with
maturities ranging from 2011 to 2036.

The company expects 2007 cash flows provided from operating
activities to be about $900 million, which is lower than 2006 due
to significantly higher interest payments and incremental public
company expenses as well as other anticipated working capital
fluctuations, including increased expected income tax payments in
2007 due to an election to defer the payment of fourth quarter
accrued United States federal income taxes to 2007.  Dividends
paid to stockholders in the future are likely to be significantly
less than those previously paid to First Data.

Commenting on the quarter, president and chief executive officer
Christina Gold said, "We are pleased to have delivered solid EPS
with strong cash flow this quarter.  Our international consumer-
to-consumer business, which accounts for more than 60% of total
revenue, continued its strong performance.  Our consumer-to-
business segment posted solid 13% revenue growth, with an
operating income margin exceeding 30%.  Also during the quarter,
we added key agents in both send and receive markets, implemented
new pricing and foreign exchange strategies, and we connected with
our consumers through media campaigns, sponsorships, and
grassroots marketing initiatives."

Ms. Gold noted, "We are confident that we understand the market
dynamics and we believe that we are taking the appropriate steps
to improve growth within these markets.  We have a talented new
leadership team in our Americas businesses, and I am pleased with
the direction and decisions these leaders have taken in the past
few weeks."

                               Outlook

Ms. Gold added, "Western Union is well-positioned for future
growth.  We have an unparalleled distribution network, recognized
brands, world-class talent, and a compelling market opportunity.  
With a strong focus on our consumers and our markets and newly
energized leadership in key markets, we are confident that we are
taking the right actions to generate value for our shareholders.  
The investments that we are making are designed to address the
challenges we face in the U.S. and Mexico businesses as well as
the opportunities ahead of us in the consumer-to-consumer and
consumer-to-business international markets.  The strength of our
international business combined with the investments we are making
to improve our U.S. businesses and the easier comparisons
beginning in the second quarter, provide me with confidence in our
ability to improve growth in the second half of this year."

                         About Western Union

The Western Union Company (NYSE: WU) --
http://www.westernunion.com/-- provides a range of money transfer  
and bill payment services worldwide.  It offers various consumer-
to-consumer money transfer services, primarily through a network
of third-party agents using multi-currency and real-time money
transfer processing systems.


WESTMORELAND COAL: March 31 Balance Sheet Upside-Down by $114.1MM
-----------------------------------------------------------------
Westmoreland Coal Company had total shareholders' deficit of
$114 million, from total assets of $759.3 million and total
liabilities of $873.3 million as of March 31, 2007.

The company's balance sheet as of March 31, 2007, also showed
strained liquidity with total current assets of $135.6 million and
total current liabilities of $190.6 million.

For the first quarter ended March 31, 2007, the company had a net
income of $9.2 million on total revenues of $127.8 million, as
compared with a net income of $5.8 million on total revenues of
$99.1 million for the first quarter ended March 31, 2006.

                    Liquidity and Capital Resources

Consolidated cash and cash equivalents at March 31, 2007, totaled
$25.7 million including $11.2 million at ROVA, $1.2 million at
Westmoreland Power Inc., $2.2 million at Westmoreland Mining,
$2.5 million at WRI and $1.3 million at our captive insurance
subsidiary.

We had restricted cash and bond collateral, which were not
classified as cash or cash equivalents, of $68.1 million at March
31, 2007, compared to $69.7 million at Dec. 31, 2006.

The major factors impacting the company's liquidity are payments
due on the term loan the company entered into to acquire various
operations and assets from Montana Power and Knife River in May,
2001; payments due on the acquisition debt associated with its
purchase of the ROVA interest; additional capital expenditures the
company plans to make after taking over operations at its Absaloka
Mine in March 2007; cash collateral requirements for additional
reclamation bonds in new mining areas; and payments for its
heritage health benefit costs.

On May 1, 2007, the company entered into a Standby Purchase
Agreement with an investor that would backstop a rights offering
of common stock by the company to its shareholders and purchase
additional shares of common stock.  The company expects to seek
gross proceeds of at least $85 million before expenses. The
closing of such transactions is subject to several conditions,
including shareholder approval, there being no material adverse
effect on the company's financial condition and there not being
trading suspensions in its common stock or other adverse
developments in the financial markets.

                        About Westmoreland

Based in Colorado Springs, Colorado, Westmoreland Coal Company
(AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest  
independent coal company in the United States and a developer of
independent power projects.  The company's coal operations include
coal mining in the Powder River Basin in Montana and lignite
mining operations in Montana, North Dakota and Texas.  Its current
power operations include ownership and operation of the two-unit
ROVA coal-fired power plant in North Carolina, an interest in a
natural gas-fired power plant in Colorado, and the operation of
four power plants in Virginia.


WILLIAM MATHISEN: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: William E. Mathisen
        4800 Joslyn Road
        Orion, MI 48359

Bankruptcy Case No.: 07-50075

Chapter 11 Petition Date: May 23, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Michael W. Bartnik, Esq.
                  101 West Big Beaver Road
                  14th Floor
                  Troy, MI 48084-5253
                  Tel: (248) 687-1838

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Internal Revenue Service                               unknown
S.B.S.E./Insolvency Unit
P.O. Box 330500-Stop 15 D
Detroit, MI 48232

Stuart Gold, Trustee                                   unknown
Re: M.P.H. 800, Inc.
24901 Northwestern Highway,
Suite 444
Southfield, MI 48075

Plumbers and Pipefitters                               unknown
Benefit Funds
c/o Michael J. Asher,
Attorney
25800 Northwestern Highway
P.O. Box 222
Southfield, MI 48037

State of Michigan Treasury                             unknown
Lansing, MI


WORLDSPACE INC: March 31 Balance Sheet Upside-Down by $1.6 Billion
------------------------------------------------------------------
WorldSpace Inc.'s balance sheet as of March 31, 2007, showed total
assets of $527.3 million and total liabilities of $2.2 billion,
resulting in a total stockholders' deficit of $1.6 billion.

For the first quarter of 2007, WorldSpace reported revenues of
about $3 million, as compared with about $3.5 million for the
first quarter of 2006.  Subscription revenue was approximately
$1.8 million for the first quarter of 2007, an increase of 14%, as
compared with about $1.6 million for the first quarter of 2006.  
On a sequential basis, subscription revenues in the first quarter
of 2007 were 7% lower than the $2 million recorded in the fourth
quarter of 2006.

WorldSpace recorded a net loss for the first quarter of 2007 of
$35.5 million, as compared with a net loss of $29.2 million for
the first quarter of 2006.

The company ended the first quarter ended March 31, 2007, with
191,646 subscribers worldwide, a loss of 7,459 from the close of
the prior quarter, reflecting low net additions in India and the
expiration of its educational service contract in Kenya,
accounting for 13,000 subscribers.  In India, the company added
8,344 net subscribers during the first quarter of 2007, ending the
first quarter of 2007, with 170,354 subscribers in India, 52%
higher than at the end of the first quarter of 2006.

                     Liquidity and Capital Resources

As of March 31, 2007, the company had cash and cash equivalents of
$29 million, and marketable securities of $110 million.  Cash and
cash equivalents and marketable securities decreased $26.4 million
during the three months ended March 31, 2007.  Based upon the
company's current plans, it believes that cash, cash equivalents
and marketable securities will be sufficient to cover its
estimated funding needs for at least the remainder 2007.

                     Contingent Royalty Obligation

The company recorded $1.8 billion contingent royalty obligation as
of March 31, 2007.

Effective Dec. 31, 2004, the company restructured $1,553 million
of notes payable and advances.  Under the terms of the agreements,
the ongoing obligations of the company to the lender were set
forth in a separate Royalty Arrangement, under which the company
is required to pay the lender 10% of earnings before interest,
taxes, depreciation, and amortization, if any, for each year
through 2015 in exchange for the lender releasing all claims.  The
company is subject to certain covenants regarding the disposition
of assets, liquidation of the company, reporting, and
distributions or payments to certain current shareholders.  The
Royalty Agreement also requires the company to have a segregated
reserve, to be funded each quarter in any year in which payment
under the Royalty Agreement is projected, at the rate of 25% of
the estimated annual payment.  In addition, 80% of the annual
payment is required to be made within 60 days after year-end, and
the remaining portion within 180 days following year-end.

During the quarter, the company agreed with its convertible note
holders to a refinancing through:

    i. Redemption of $50 million of the $155 million convertible
       notes for cash;

   ii. $45 million in senior secured notes paying interest at
       LIBOR plus 6.5% per annum;

  iii. $60 million in amended and restated secured convertible
       notes paying interest at 8% per annum and convertible into
       shares of Class A Common Stock at $4.25 per share;

   iv. Warrants to acquire an aggregate amount of 2,647,059 shares
       of Class A Common Stock at $4.25 per share; and

    v. Signed an agreement with Telecom Italia to design and
       deploy a terrestrial repeater network in Italy.

WorldSpace chairman and chief executive officer Noah Samara
stated, "We are very pleased to have agreed to refinance our
convertible notes a few weeks ago.  The financial flexibility that
this step allows is critical to our continued operational
development.  As we stated earlier, we are simultaneously
finalizing a comprehensive review of our strategies and
alternatives to drive growth in our key markets.  It includes the
launching of our mobile service in the Middle East and the build-
out of the Italian business, as well as enhancing the long-term
value proposition of WorldSpace's global satellite radio business.  
We are also in active strategic alliance discussions that would
capitalize on our existing assets and infrastructure while
enabling us to develop meaningful businesses in the key markets on
a more rationalized cost basis."

                         About WorldSpace Inc.

Based in the Washington, DC metropolitan area, WorldSpace Inc.
(Nasdaq: WRSP) -- http://www.WORLDSPACE.com/-- is a global media  
and entertainment company that offers a satellite radio to
consumers in more than 130 countries with five billion people,
driving 300 million cars.  It operates WORLDSPACE Satellite Radio,
which delivers the latest tunes, trends and information from
around the world and around the corner.  WORLDSPACE offers a
combination of local programming, original WORLDSPACE content and
content from leading brands around the globe including the BBC,
CNN International, Virgin Radio UK, NDTV and RFI.  WORLDSPACE's
satellites cover two-thirds of the earth's population with six
beams.


XM SATELLITE: March 31 Balance Sheet Upside-Down by $504.4 Million
------------------------------------------------------------------
XM Satellite Radio Inc. had $1.9 billion in total assets and
$2.4 billion in total liabilities, resulting in a $504.4 million
in total stockholders' deficit as of March 31, 2007.

For the three months ended March 31, 2007, the company had total
revenues of $264.1 million, consisting of $236.5 million
subscription revenues, $4.7 million activation revenues, $5.3
million merchandise revenues, $7.5 million net ad sales, and $10.2
million in other revenues.  The company had $208 million in total
revenues for the three months ended March 31, 2006.

Net loss for the first quarter 2007 was $122.4 million, as
compared with a net loss for the first quarter 2006 of $149.2
million.

                   Liquidity and Capital Resources

The company's March 31 balance sheet showed strained liquidity
with total current assets of $568.7 million and total current
liabilities of $644.6 million.

At March 31, 2007, the company had about $1,493 million of total
debt, of which $1,293 million was fixed-rate debt and $200 million
was variable-rate debt.

The company held cash and cash equivalents of $319.4 million as of
March 31, 2007, as compared with $218.2 million as of Dec. 31,
2006.  Accumulated deficit was $3.6 billion at March 31, 2007, as
compared with $3.5 billion at Dec. 31, 2006.

                           Proposed Merger

On Feb. 19, 2007, XM and Sirius Satellite Radio Inc. entered into
an Agreement and Plan of Merger, pursuant to which XM and Sirius
will combine our businesses through a merger of XM and a newly
formed, wholly owned subsidiary of Sirius.

On March 20, 2007, the company and Sirius filed a Consolidated
Application for Authority to Transfer Control with the FCC with
respect to the Merger Agreement.  The company anticipates that the
FCC will issue a public notice in the near future that sets a
schedule to comment on the Merger.  The public notice will trigger
a comment period followed by a reply period.

                          About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) - http://www.xmradio.com/-- is a wholly owned  
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2006 lineup includes more than 170 digital channels of choice from
coast to coast: the most commercial-free music channels, plus
premier sports, talk, comedy, children's and entertainment
programming; and 21 channels of the most advanced traffic and
weather information.  XM has broadcast facilities in New York and
Nashville, and additional offices in Boca Raton, Florida;
Southfield, Michigan; and Yokohama, Japan.


XOMA LTD: March 31 Balance Sheet Upside-Down by $5.9 Million
------------------------------------------------------------
Xoma Ltd. reported total shareholders' deficiency of $5.9 million,
from total assets of $70.3 million and total liabilities of
$76.2 million as of March 31, 2007.

Total revenues for the three months ended March 31, 2007 and 2006,
were $12.3 million and $5.6 million, respectively.  License and
collaborative fees were $4.4 million for the three months ended
March 31, 2007, compared with $0.7 million for the three months
ended March 31, 2006.  Contract revenues were $4.4 million for the
three months ended March 31, 2007, compared with $3.1 million for
the three months ended March 31, 2006.  Royalties were $3.5
million for the three months ended March 31, 2007, compared with
$1.9 million for the three months ended March 31, 2006.

                   Liquidity and Capital Resources

Cash, cash equivalents and short-term investments at March 31,
2007, was $33.6 million compared with $46.4 million at Dec. 31,
2006.  This $12.8 million decrease primarily reflects cash used in
operations of $9 million, cash used for $4.7 million in principal
payments on the company's Goldman Sachs term loan and cash used in
the purchase of fixed assets of $1.9 million partially offset by
cash transferred from restricted cash of $2.7 million.

At March 31, 2007, the outstanding principal amount under this
loan totaled $30.3 million and the balance in restricted cash was
$1.6 million.

The company expects cash, cash equivalents and short-term
investments to decrease during 2007 as a result of the use of cash
to fund ongoing operations and capital investments.  The company
said that its additional licensing and antibody discovery
collaboration agreements may positively impact its cash balances.

                             About Xoma Ltd.

XOMA Ltd. (NasdaqGM: XOMA) -- http://www.xoma.com/-- develops and  
manufactures therapeutic antibodies, with a therapeutic focus that
includes cancer and immune diseases.  XOMA has a royalty interest
in RAPTIVA(R) (efalizumab), a monoclonal antibody product marketed
to treat moderate-to-severe plaque psoriasis.  XOMA's discovery
and development capabilities include antibody phage display,
bacterial cell expression, and Human Engineering(TM) technologies.  
The company pipeline also includes proprietary and collaborative
programs in preclinical and clinical development.


* Winstead PC Modifies Department and Practice Group Structure
--------------------------------------------------------------
Winstead PC has realigned its business structure dividing the firm
into two departments and 18 practice groups.  The two departments
are Business & Transactions, led by shareholder Ed Peterson, and
Litigation & Dispute Resolution, led by shareholder Jay Madrid.
    
Practice groups under the Business & Transactions department
include:
   
   -- Corporate & Securities, led by Mark Johnson;
   -- Finance & Banking, led by Mike Hilliard;
   -- Taxation, Employee Benefits & Private Business, led by Tom
      Helfand;
   -- Business Restructuring/Bankruptcy, led by Phil Lamberson;  
   -- Public Finance, led by the managing shareholder of
      Winstead's San Antonio Office, Paul Martin;
   -- Wealth Preservation, led by John Bergner;
   -- Government Relations & Public Policy, led by Paul Wageman;
   -- Real Estate Development & Investments, led by Mike
      McWilliams;
   -- Real Estate Structured Finance, led by
      Kevin Sullivan; and
   -- Real Estate Regulated Lending, led by Keith Mullen.

Practice groups under the Litigation & Dispute Resolution
Department include:

   -- Labor, Employment & Immigration, led by Dan Dargene;   
   -- Commercial Litigation, led by Jeff Joyce;
   -- Tort & Insurance Litigation, led by Mike Wright;   
   -- Intellectual Property, led by Robert Shaddox;
   -- Government Enforcement & Regulated Industries Litigation,
      led by Tom Taylor;
   -- Energy & Environmental Litigation, led by Tom Hutcheson;
      Construction, led by Dale Butler; and
   -- Appellate, led by Craig Enoch.
    
In addition to the new department/practice group structure,
Winstead's core industry groups consist of attorneys from across
practice disciplines who work together regularly to anticipate
market trends, and identify areas of opportunity, need or risk for
their clients.  Winstead's industry groups include Aviation,
Biotechnology, Condominium, Insurance, Nanotechnology, Sports &
Entertainment, Technology, Turnaround & Workout, and Zoning & Land
Use.
    
"This new structure simplifies the company's governance, allowing
it to be more client and market focused.  The company sees
improved collaboration with this structure and these benefits will
be passed on to its clients as the company positions Winstead for
optimum performance," Denis Braham, chairman and ceo, said.
    
                        About Winstead PC

Winstead PC -- http://www.winstead.com/-- is a business law firms   
in Texas, representing major companies regionally and nationally
in the real estate, financial services and technology industries.  
Winstead attorneys and consultants serve as trusted advisors to
mid-market and large businesses, providing a core range of legal
services that are critical to their operation and success.  From
its broad corporate practice to high-stakes litigation and
appellate matters, Winstead has the power to perform for your
business.  Winstead has offices in Austin, Dallas, Fort Worth,
Houston, San Antonio, and The Woodlands, Texas; and Washington
D.C.


* Terrence Allen Joins Gibson Dunn as Partner in Orange County
--------------------------------------------------------------
Gibson Dunn & Crutcher LLP disclosed that Terrence R. Allen, Esq.
has joined the firm as partner in the Orange County office.  
Formerly a partner with O'Melveny & Myers, Allen focuses his
practice on mergers and acquisitions, securities offerings and
other corporate transactions.
    
"Terry is an experienced and accomplished lawyer," Ken Doran,
managing partner of Gibson Dunn, said.  "He has built a strong
transactional practice in the Southern California market, and his
addition will add depth to the company's corporate practice
nationally."
    
"Terry's skills, experience and reputation will make him a strong
contributor to the firm," Jeff Thomas, partner in Charge of the
Orange County office, said.  "His experience, particularly in the
middle market sector, will complement the company's corporate
practice locally and in California."
    
"I am delighted to join Gibson Dunn," Allen said.  "I am looking
forward to contributing to the growth and success of Gibson Dunn's
Orange County office and to leveraging the world class resources
of the firm for the benefit of clients."
   
Allen focuses his practice on M&A and corporate securities.  He
has experience in a broad array of corporate transactions,
including public and private mergers, stock purchases, asset sales
and leveraged recapitalizations.  He has represented issuers and
underwriters in initial public offerings, secondary equity
offerings, well as issuers in private placements and venture
capital deals and investors in purchases of equity and start-up
and other private companies.  He has also advised public companies
on corporate governance and disclosure issues.  Clients have
included United Food Group, Memorex International and Hanson plc.
    
Prior to joining the firm, he practiced with O'Melveny & Myers and
Cadwalader, Wickersham & Taft.  He earned his law degree in 1993
and bachelor's degrees in business administration and journalism
in 1989 from the University of Southern California.
    
                         About Gibson Dunn

Gibson, Dunn & Crutcher LLP -- http://www.gibsondunn.com/-- is an   
international law firm that has more than 800 lawyers and 13
offices, including Los Angeles, New York, Washington, D.C., San
Francisco, Palo Alto, London, Paris, Munich, Brussels, Orange
County, Century City, Dallas and Denver.  The firm specializes in     
real estate debt and equity finance, development, sales and
acquisitions, land use and environmental issues, leasing, and
workout transactions.


* Thacher Proffitt Welcomes Six New Counsels
--------------------------------------------
Thacher Proffitt & Wood LLP welcomes three associates and one
counsel to the partnership, effective October 1:

   -- Aimee M. Cummo, Esq. in Structured Finance;

   -- Jerome J. Dano, Esq. and Samuel S. Lee, Esq. in Real Estate;
      and

   -- Thomas M. Majewski, Esq. in Corporate and Financial
      Institutions.
    
"The company congratulates another fine group on their promotions
to partner and looks forward to their collective contributions to
the Firm," Paul Tveten strand, managing partner of the firm, said.
    
The firm also reported two new counsel, effective May 29:
environmental attorneys Louis A. Evans and Trisha L. Smith, who
will join the firm's Real Estate Practice Group and initiate the
firm's environmental practice.  The arrival of Lou Evans and
Trisha Smith signals the continued diversification of Thacher
Proffitt's real estate finance and development expertise.
    
"Environmental legal challenges at the federal, state and local
levels are important issues to the company's clients across the
country," Don Simone, chair of the Real Estate Practice Group,
said.  Lou and Trisha's expertise enables the company to advise
and assist its clients in addressing complex environmental issues
across a broad range of transactions."
    
Aimee's practice focuses on whole loan trading and financing and
mortgage-backed and asset-backed securities transactions.  Aimee
received her JD, cum laude, from Benjamin N. Cardozo School of Law
and her BA and BS from Rutgers College.  She is admitted to both
the New York and New Jersey bars.

Jerome's practice focuses on the representation of investment
banks and other lending institutions in permanent and interim
financings of shopping centers, office buildings, multi-family
developments and hotels located in New York and across the U.S.
His experience includes transactions involving mezzanine debt,
intercreditor agreements, mezzanine loan sales and syndications.
Jerome received his JD, cum laude, from John's University
School of Law, and his BA from Boston College. He is admitted to
the New York bar.
        
Samuel's practice includes representing investment banks and other
institutional lenders in financing commercial real estate,
including stand-alone financings and cross-collateralized multi-
property/portfolio financings, mezzanine financings, senior/junior
and A/B loan originations, participations, syndications and
workouts.  Samuel received his JD from Hofstra University School
of Law, with distinction, and his BA from State University of New
York at Buffalo, Interdisciplinary Social Science, cum laude.  He
is admitted to the New York bar.
    
Tom Majewski, Esq. advises investment advisers and investment
funds on all aspects of their businesses, including how to
organize structure, register and operate asset management firms
and investment funds, and registration and ongoing regulatory and
compliance matters under the Investment Advisers Act of 1940 and
the Investment Company Act of 1940.  Tom received his JD from New
York Law School, and a BS in Accounting from Rutgers University.
He is admitted to the New York and New Jersey bars.
  
Lou's practice focuses on environmental legal issues pertaining to
development and redevelopment projects, real estate management,
remediation of contaminated properties, including brownfields, and
corporate and real estate transactions.  He represents clients
before federal, state and local regulatory agencies on brownfield
projects, remediation, Superfund, permitting and defense of
violations.
    
He began his legal career as an enforcement attorney with the New
York State Department of Environmental Conservation, where he
served for ten years.  Prior to Thacher Proffitt, Lou was counsel
at the Jericho, NY office of Nixon Peabody.  Lou received his JD
from Hofstra University School of Law, and his BA from State
University of New York at Stony Brook.  He is admitted to practice
in New York, and the Eastern and Southern Districts of New York.
    
Trisha advises clients on a variety of environmental issues,
including manufacturer compliance, brownfields redevelopment and
coordinating complex environmental and construction issues for
landmark development projects such as sports complexes, airports,
and mass transit redevelopment projects. She helps clients manage
environmental risks in corporate and real estate transactions,
mergers and acquisitions, structured financing and financial
services, public offerings and securitization.
    
Prior to Thacher Proffitt, Trisha was counsel at the Jericho, NY
office of Nixon Peabody.  Trisha received her LLM from Columbia
University School of Law, where she was a Harlan Fiske Stone
Scholar, her JD from Hastings College of Law, and her BA from
University of California, Irvine, magna cum laude, Phi Beta Kappa.
She is admitted to the New York, Washington, DC, Massachusetts and
California bars.
    
                 About Thacher Proffitt & Wood LLP

A 158-year-old law firm that focuses on the capital markets and
financial services industries, Thacher Proffitt & Wood LLP --
http://www.tpw.com/-- advises domestic and global clients in a  
wide range of areas, including corporate and financial
institutions law, securities, structured finance, international
trade matters, investment funds, swaps and derivatives, cross-
border transactions, real estate, commercial lending, insurance,
admiralty and ship finance, litigation and dispute resolution,
technology and intellectual property, executive compensation and
employee benefits, taxation, trusts and estates, bankruptcy,
reorganizations and restructurings.  The Firm has over 300 lawyers
with five offices located in New York City; Washington, DC; White
Plains, New York; Summit, New Jersey and Mexico City.


* Cadwalader Names Karl Clowry as Special Counsel in London Office
------------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP has appointed Karl Clowry, Esq.
as special counsel at the firm's Financial Restructuring Team in
London.

In addition, the firm also appointed Jonathan Price, Esq. as
resident London partner at the firm's Capital Markets Department.

Cadwalader Chairman and Managing Partner Robert O. Link, Jr.
stated, "Jonathan and Karl are both experienced and highly-
regarded lawyers who bring significant banking and restructuring
experience to our practices.  They will be assets to the firm as
we continue to build a formidable presence in the London and
European markets."

Mr. Price has extensive experience in a wide range of structured
finance transactions, with a particular emphasis on real estate
finance investment and development.  He has acted for senior
lenders, mezzanine lenders, funds and corporate borrowers in the
UK, Europe and the Russian Federation.  He recently advised IVG
Asticus as an investor in connection with the financing
arrangements for the GBP 600M acquisition of the "Gherkin".  He
has also acted for banks, borrowers and trustees on a range of
general banking transactions.  Prior to joining the firm, he was
with CMS Cameron McKenna.

Mr. Clowry, who comes to Cadwalader from Allen & Overy LLP, has
broad banking, insolvency and restructuring experience covering
all aspects of general lending, debt restructuring, loan and
business acquisitions and disposals.  He has acted for both
borrowers and lenders on a variety of complex domestic and cross-
border transactions, including acting for the lenders in
connection with the restructuring of Uneximbank involving $2
billion of indebtedness, and, acting for liquidity providing
lenders on the restructuring of a structured investment vehicle
holding US$3 billion in assets.

               About Cadwalader, Wickersham & Taft

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--    
established in 1792, is an international law firm, with offices in
New York, London, Charlotte, Washington and Beijing.  Cadwalader
serves a diverse client base, including top financial
institutions, undertaking business in more than 50 countries in
six continents.  The firm offers legal expertise in antitrust,
banking, business fraud, corporate finance, corporate governance,
environmental, healthcare, insolvency, insurance and reinsurance,
litigation, mergers and acquisitions, private client, private
equity, real estate, regulation, securitization, structured
finance, and tax.


* Dewey Ballantine Adds Two Attorneys at New York Office
--------------------------------------------------------
Dewey Ballantine LLP has named William H. Schrag, Esq. and William
C. Heuer, Esq. as partners at the firm's Corporate Reorganization
and Bankruptcy Group in its New York office.

Mr. Schrag, formerly a partner at Morgan Lewis & Bockius LLP, has
broad experience in the areas of bankruptcy, creditors' rights and
commercial litigation.

"Bill is a tremendous, high caliber lawyer who will greatly
strengthen our reorganization and bankruptcy practice," said James
A. FitzPatrick Jr., chair of the firm's Global Corporate
Department.  "Clients of the firm's transactional practice areas
will benefit immediately, as will those who request our assistance
with bankruptcy litigation during the next active cycle of
insolvencies."

While Mr. Schrag's practice focuses primarily on the
representation of bank lenders and agents, he has also represented
major manufacturers and institutional creditors, individually and
as members of a group, as well as official creditors' committees,
Chapter 11 trustees, purchasers of estate assets and a court-
appointed examiner.  Mr. Schrag has also represented commercial
lenders in state and federal courts, including actions to enforce
creditors' rights and to defend against lender liability claims.

"I am pleased to become a part of the Dewey Ballantine Corporate
Reorganization and Bankruptcy Group," said Mr. Schrag.  "There are
a number of very talented people on the team and there is
tremendous potential for growth.  Dewey has a history of playing a
primary role in some of the most visible and successful
restructurings of recent years.  I look forward to being a core
part of the group offering clients enhanced service moving
forward."

Mr. Schrag graduated from George Washington University with a
B.A., where he was a member of Phi Beta Kappa, and went on to
Brooklyn Law School where he received a J.D. degree.  Prior to
working at Morgan Lewis, Mr. Schrag practiced with Zalkin, Rodin &
Goodman, a highly respected creditors' rights firm that merged
into Morgan Lewis eight years ago.  He has also previously served
as an Assistant Corporation Counsel in the New York City Law
Department's Commercial Litigation Division and has been part of
various bankruptcy-related programs sponsored by the ABA, ABI,
Association of Insolvency and Restructuring Advisors, IBA and the
Association of the Bar of the City of New York as a lecturer and
panelist.  He has written several papers on issues of
transnational bankruptcies and is a member of the Global
INSOLvency.com Advisory Board.

Mr. Heuer joins Dewey Ballantine from the Hartford, Connecticut
office of Bingham McCutchen LLP, prior to which he practiced with
Mr. Schrag at Morgan Lewis.  Mr. Heuer's practice focuses on
bankruptcy and creditors' rights litigation.  He has been involved
in many landmark bankruptcy cases before the U.S. Supreme Court,
including Travelers Cas. & Surety Co. of America v. Pacific Gas &
Electr. Co., Marrama v. Citizens Bank of Massachusetts, DeRoche v.
Ariz. Indus. Comm'n, Marshall v. Marshall, and In re Howard
Delivery Service, Inc..  Beyond matters before the Supreme Court,
Mr. Heuer brings with him broad experience in bankruptcy appellate
matters before District Courts and Courts of Appeals.

Mr. Heuer also has significant bankruptcy litigation experience,
and has both counseled clients and been involved in cases in a
broad range of industries including financial services, real
estate, healthcare, fire and life safety equipment and services,
telecommunications, shipping (international and domestic), and
consumer products and services.

"I am quite pleased to be joining such a stellar team of attorneys
in a cutting-edge practice group.  I look forward to offering firm
clients comprehensive services and advice at all stages of
bankruptcy practice, including matters before appellate courts,"
said Mr. Heuer.

Mr. Heuer received his B.A. from the State University of New
York/Buffalo, and his J.D. from St. John's University School of
Law.  He is the former editor of the American Bankruptcy Institute
Law Review.

                     About Dewey Ballantine

Dewey Ballantine LLP, an international law firm with approximately
550 lawyers located in New York, Washington, D.C., Los Angeles,
East Palo Alto, Austin, London, Warsaw, Frankfurt, Milan, Rome,
Beijing and Charlotte, was founded in 1909.  Through its network
of offices, the firm handles some of the largest, most complex
corporate transactions, litigation and tax matters in areas such
as M&A, private equity, project finance, corporate finance,
corporate reorganization and bankruptcy, antitrust, intellectual
property, sports law, structured finance and international trade.
Industry specializations include energy and utilities, health
care, insurance, financial services, media, consumer and
industrial goods, consumer electronics, technology,
telecommunications and transportation.


* FTI Consulting Expands Practice; Opens New Office in Michigan
---------------------------------------------------------------
FTI Consulting, Inc. has opened its Troy, Michigan office to
better serve its automotive and general business clients in the
area.

FTI Consulting's Executive Vice President and Chief Operating
Officer, Dominic DiNapoli, said, "The opening of this office is an
important next step in expanding FTI's ongoing commitment to serve
an integral role in the successful transformation of the domestic
automotive industry.  FTI is one of the most active firms of its
kind contributing to the overall restructuring of this industry."

In addition, Stuart Gleichenhaus, Esq. and David Woodward, Esq.
have joined the company as senior managing directors in FTI
Corporate Finance.

"The depth and breadth of experience these professionals bring to
our company is what sets FTI apart and gives our clients
confidence in our ability to help them chart the right course
through critical times," said Mr. DiNapoli.  "Stuart is an interim
management expert and David has distinguished himself as an
automotive industry specialist.  We are pleased to welcome them to
our growing team of seasoned business advisors dedicated to
helping our clients protect their vital interests."

Stuart Gleichenhaus has been appointed senior managing director in
the FTI Corporate Finance interim management practice, FTI
Palladium Partners, in Dallas.  Mr. Gleichenhaus's experience
includes serving as the chief restructuring officer and interim
chairman, president and CEO of EaglePicher Incorporated, a
diversified, privately held advanced technologies company and
manufacturer of auto parts, where he successfully guided the $650
million revenue company to a consensual plan of reorganization
within 10 months of filing Chapter 11.  Prior to this he was a
managing director of restructuring advisory services at Ernst &
Young Corporate Finance LLC in Dallas, where he participated in
the restructuring of 20 companies including the two largest
bankruptcies in history-Enron and Worldcom.  He also served as
leader of Ernst & Young's oil and gas industry transaction
advisory services practice.

In the 1990's Mr. Gleichenhaus led the investment banking efforts
of Banc of America Securities in Texas and also served as chief
operating officer for Banc of America Securities' media & telecom
group in New York.  Throughout his 25-year finance career, he has
been involved in structuring or restructuring numerous complex
leveraged transactions while also holding senior positions with GE
Capital, Trammell Crow, Salomon Brothers and Merrill Lynch.  He
holds an M.B.A. degree from Harvard Business School and a B.S.E.
degree with honors in civil engineering from Princeton University.

David Woodward has been appointed senior managing director in FTI
Corporate Finance based in Troy.  He has more than 20 years of
automotive experience.  Mr. Woodward joins the company from
Macquarie Securities, which recently acquired Giuliani Capital
Advisors (GCA), the financial advisory and investment banking
subsidiary of Giuliani Partners LLC, where he served as managing
director and automotive practice leader.  While with GCA, Mr.
Woodward provided turnaround and restructuring advisory services
to various stakeholders during large, complex, high-profile
automotive engagements.  He has extensive experience in
representing automotive interests in negotiations with their
lenders, customers and other stakeholders.

Prior to that, Mr. Woodward was vice president of finance,
treasurer, CFO and a director with the Talon Automotive Group, a
multi-national supplier to the automotive industry with
manufacturing facilities throughout the U.S. and Canada.
Previously, he was vice president of finance-manufacturing with
the Talon Group, a private equity fund, where he gained
significant financial, operating and mergers and acquisitions
experience with the fund's diverse holdings in the automotive,
equipment manufacturing, foam fabrication, printing, packaging,
aerospace machining, aluminum die casting and retail sectors.  He
received a bachelor's degree in accounting with a minor in
economics from Westminster College in New Wilmington,
Pennsylvania, and received his CPA certification in 1982.

                       About FTI Consulting
    
FTI Consulting (NYSE: FCN) -- http://www.fticonsulting.com/-- is   
a global business advisory firm dedicated to helping organizations
protect and enhance enterprise value in an increasingly complex
legal, regulatory and economic environment.  With more than 2000
professionals located in most major business centers in the world,
the company works closely with clients every day to anticipate,
illuminate, and overcome complex business challenges in areas such
as investigations, litigation, mergers and acquisitions,
regulatory issues, reputation management and restructuring.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
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, Sheena Jusay, 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.

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