TCR_Public/070613.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 13, 2007, Vol. 11, No. 139

                             Headlines

1031 TAX GROUP: Case Summary & 21 Largest Unsecured Creditors
1031 TAX GROUP: Court Approves Dreier as Bankruptcy Counsel
1031 TAX GROUP: TAps Brownstein Hyatt as Special Counsel
AEROFLEX INC: Moody's Withdraws Ratings on Terminated Buyout
AGILENT TECHNOLOGIES: Completes $250 Mil. Stratagene Acquisition

AIRTRAN HOLDINGS: PROXY Recommends Nominees to Midwest Board
AIRTRAN HOLDINGS: Extends Midwest Tender Offer to August 10
AMERICAN TOWER: Completes Refinancing of $1.25BB Credit Facility
AMP'D MOBILE: Gets Interim OK to Use Kings Road's Cash Collateral
AMP'D MOBILE: Asks Court to Reinstate Wholesale Pact with Verizon

ARCTOS PETROLEUM: TSX Gives Conditional Nod on Debt Settlement
ASPEN TECHNOLOGY: To Restate Balance Sheets on Accounting Errors
AUCTENTIA SLU: Chapter 15 Petition Hearing Scheduled on June 15
BANC OF AMERICA: Moody's Rates Six Certificate Classes at Low-B
BANC OF AMERICA: Moody's Rates Three Cert. Classes at Low-B

BCE INC: Onex Joins Canada Pension Consortium
BNY CONVERGEX: Moody's Puts B1 Ratings Under Review
BNY CONVERGEX: LiquidPoint Acquisition Cues S&P's Negative Outlook
BOMBARDIER REC: Moody's Rates CDN$250 Mil. Sr. Sec. Loan at Ba2
BOSTON SCIENTIFIC: Inks Share Repurchase Plan with Aspect Medical

C-BASS 2007-CB5: Moody's Rates Class B-1 Certificates at Ba1
CAROLINA CARGO: Case Summary & 20 Largest Unsecured Creditors
CBRL GROUP: 500,000 Shares Repurchased as of June 8
CENTRAL GARDEN: Moody's May Cut Low-B Ratings After Review
CITIGROUP MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1

CNC PASS-THROUGH: Credit Enhancement Cues S&P to Affirm BB+ Rating
CONVERGEX HOLDINGS: LiquidPoint Buy Cues Moody's to Hold B2 Rating
CREDIT SUISSE: S&P Junks Rating on 2001-11 Class C-B-5 Certs.
DBDS MELBOURNE: Gets Court's Nod to Hire Rice Pugatch as Counsel
DEUTSCHE ALT-A: Moody's Rates Class M-10 Certificates at Ba1

DLJ MTG: Moody's Lifts Rating to Ba1 on Class B-3TB Certificates
DOLLAR GENERAL: Buck Acquisition to Enter Financing Plan on Merger
EASTMAN HILL: Moody's Cuts Rating to Ca on $25 Mil. Class Notes
EDP INC: Moody's Junks Proposed $410 Mil. Second Lien Term Loan
EPD INC: S&P Assigns Corporate Credit Rating at B

EPIXTAR CORP: Exclusive Plan Filing Period Extended Until June 28
FORD MOTOR: Plans to Sell Jaguar & Land Rover Brands, Sources Say
GENERAL CABLE: Commences $125 Million Senior Notes Offer
HERCULES INC: Moody's Keeps Corporate Family Rating at Ba2
HOLLISTON MILLS: Gets Interim Nod on $1 Million DIP Financing

HOLLISTON MILLS: Selling All Assets at July 26 Auction
IDEARC INC: Completes New Senior Notes Exchange Offer
INSIGHT HEALTH: Files Amended Prepackaged Chapter 11 Plan
ITC^DELTACOM: Obtains Commitments for Debt and Equity Financing
J.P. MORGAN: Moody's Rates Six Certificate Classes at Low-B

JEG DIVERSIFIED: Case Summary & 20 Largest Unsecured Creditors
JIM WAHLIE: Case Summary & Seven Largest Unsecured Creditors
KARA HOMES: Case Summary & 776 Largest Unsecured Creditors
KARA HOMES: Can Borrow Up to $8 Million from Plainfield
KARA HOMES: Court Approves WTAS as Tax Return Preparers

KELLWOOD COMPANY: Earns $7.4 Million in First Quarter Ended May 5
KEYSTONE AUTOMOTIVE: Posts $8.4 Mil. Net Loss in Qtr. Ended Mar 31
KOCAIM REALTY: Case Summary & Six Largest Unsecured Creditors
LB-UBS COMMERCIAL: Moody's Junks $3.10 Mil. Class S Certificates
LEINER HEALTH: S&P Holds Ratings and Retains Negative CrerditWatch

LENOX GROUP: Edward Paolella Named as Chief Accounting Officer
LIBERTY TAX II: Has No Opinion on Peachtree Buyers' Tender Offer
LIBERTY TAX III: Remain Neutral on Peachtree's Tender Offer
MAGNA ENTERTAINMENT: Selling San Luis Property for $24 Million
MAGUIRE PROPERTIES: Affirms 2007 2nd Quarter Common Stock Dividend

MERRILL LYNCH: Fitch Rates $25.1 Million Class B Certs. at BB
METAMORPHIX INC: March 31 Balance Sheet Upside-Down by $59.1 Mil.
MORGAN STANLEY: Moody's Rates Class B-4 Certificates at Ba1
MORGAN STANLEY: S&P Affirms CCC Rating on Class N Certificates
NEW CENTURY: Court OKs Appointment of Michael Missal as Examiner

NEW CENTURY: Examiner Selects K&L Gates as Legal Counsel
NEWCASTLE INN: Case Summary & 18 Largest Unsecured Creditors
NEWSTAR COMMERCIAL: Moody's Rates $29.1MM Class E Notes at Ba2
NORTH AMERICAN: Increases Revolving Credit Facility to $125 Mil.
NRG ENERGY: Completes $4.4 Bil. Senior Credit Facility Refinancing

OAK STREET: Voluntary Chapter 11 Case Summary
OWENS-ILLINOIS: Rexam Sale Prompts S&P's Stable Outlook
PAC-WEST TELECOMM: U.S. Trustee Appoints Seven-Member Committee
PAIVIS CORP: Berlin-Bremen Exchange Listing Not Authorized
PARK PLACE: Voluntary Chapter 11 Case Summary

PATRIOT TAX: Remains Neutral on Peachtree Entities' Tender Offer
PHOTRONICS INC: Secures New $125 Million Five Year Credit Facility
PHOTRONICS INC: Moody's Cuts Rating to B3 on $150 Million Notes
PINE VALLEY: March 31 Balance Sheet Upside-Down by CDN$6.63 Mil.
PLAINS EXPLORATION: Commences $600 Million Senior Notes Offering

PLAYTEX PRODUCTS: Earns $12.8 Million in Quarter Ended March 31
POPULAR ABS: Moody's Rates Three Certificate Classes at Low-B
RIVIERA HOLDINGS: Gets New $245MM Senior Secured Credit Facilities
RIVERVIEW ESTATES: Case Summary & Largest Unsecured Creditor
ROGERS COMMS: Buying CTVglobemedia's TV Stations for $375 Million

SEMCO ENERGY: Shareholders Approve Cap Rock Share Exchange
SENORX INC: March 31 Balance Sheet Upside-Down by $15.3 Million
SERACARE LIFE: Inks Three-Year $10 Million Revolving Loan Facility
SHERWOOD SHUTTER: Case Summary & 20 Largest Unsecured Creditors
SHINGLE SPRINGS: Narrow Business Focus Cues S&P's B Credit Rating

SI INTERNATIONAL: Completes $59 Million LOGTEC Cash Buyout
SPECIALIZED TECH: Moody's Junks Rating on Proposed $75 Mil. Loan
SUPERIORITY INC: Voluntary Chapter 11 Case Summary
SURGICAL CARE: Moody's Assigns B2 Corporate Family Rating
TAPE BORROWER: S&P Puts Corporate Credit Rating at B

TRADITIONS AT RORIPAUGH: Section 341(a) Meeting Set for July 9
TWEETER HOME: Seeks Court Approval to Use GECC Cash Collateral
TWEETER HOME: Inks $60 Million GECC DIP Financing Pact
UNITEDHEALTH GROUP: Earns $927 Million in Quarter Ended March 31
WAMU COMMERCIAL: S&P Rates $3.219 Mil. Class O Certificates at B-

WCI COMMUNITIES: Carl Icahn Urges Others to Miss June 15 Meeting

* Steptoe Names Robbin Itkin as Partner in Century City Practice
* Steptoe & Johnson Launches Subprime Lending Restructuring Team
* William Blair Names G. Richards as Restructuring Group Co-Head

* Upcoming Meetings, Conferences and Seminars

                             *********

1031 TAX GROUP: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: The 1031 Tax Group, L.L.C.
             10800 Midlothian Turnpike 300
             Richmond, VA 23235

Bankruptcy Case No.: 07-11448

Debtor-affiliate filing separate chapter 11 petition in June 11,
2007:

      Entity                                     Case No.
      ------                                     --------
      AEC Exchange Company, L.L.C.               07-11807

Debtor-affiliates filing separate chapter 11 petitions on May 14,
2007:

      Entity                                     Case No.
      ------                                     --------
      Security 1031 Services, L.L.C.             07-11447
      1031 Advance 132, L.L.C.                   07-11449
      1031 Advance, Inc.                         07-11450
      1031 TG Oak Harbor, L.L.C.                 07-11451
      Atlantic Exchange Company, Inc.            07-11452
      Atlantic Exchange Company, L.L.C.          07-11453
      Exchange Management, L.L.C.                07-11454
      Investment Exchange Group, L.L.C.          07-11455
      National Exchange Accommodators, L.L.C.    07-11456
      National Exchange Services Q.I., Ltd.      07-11457
      National Intermediary, Ltd.                07-11458
      NRC 1031, L.L.C.                           07-11459
      Real Estate Exchange Services, Inc.        07-11460
      Rutherford Investment, L.L.C.              07-11461
      Shamrock Holdings Group, L.L.C.            07-11462

Type of Business: The Debtor is a privately held consolidated
                  group of qualified intermediaries created to
                  service real property exchanges under Section
                  1031 of the Internal Revenue Code.  See
                  http://www.ixg1031.com/  

Chapter 11 Petition Date: May 14, 2007

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel: Norman N. Kinel, Esq.
                  Dreier L.L.P.
                  499 Park Avenue
                  New York, NY 10022
                  Tel: (212) 328-6100
                  Fax: (212) 328-3801

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtors' Consolidated List of 21 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dr. and Mrs. Bordoni             trade debt         $10,645,330
478 Sequoia Way
Los Altos, CA 94024

Capitol Aggregates, Ltd.         trade debt          $8,115,800
c/o Gaydos, J.
P.O. Box 33240
San Antonio, TX 78265

Newton Bayard Limited            trade debt          $4,358,266
Partnership
75 Second Avenue
Needham, MA 02494

Siox Realty Corp.                trade debt          $3,945,904
212-07 33rd Road
Bayside, NY 11361

William Newton                   trade debt          $3,362,955
405 Country Lane
San Antonio, TX 78209

Red Bird Ranch, Ltd.;            trade debt          $3,354,494
Reeves Hollimon
c/o Hollimon, R.
300 Austin Highway,
Suite 200
San Antonio, TX 78209

409 Sherman Way, L.L.C.          trade debt          $3,325,778
c/o Ms. Candace Graham
1 Applewood Lane
Portolo Valley, CA 94028

L.J. Ambassador, Ltd.            trade debt          $3,175,439
c/o Mr. Andy Hull
P.O. Box 6051
San Antonio, TX 78209

L.J. 904 West Avenue, Ltd.,      trade debt          $3,052,463
L.J. Castle Hill Ventures,
Ltd. and L.J. Villa Marquis,
Ltd.
c/o Hull, Andy
P.O. Box 6051
San Antonia, TX 78209

Joyce Green                      trade debt          $2,842,424
86 Beach Lane
Westhampton Beach, NY 11979

Mr. and Mrs. DonKonics           trade debt          $2,817,123
926 Deer Creek Road
Martinez, CA 94553

N.P. 1300, L.L.C.                trade debt          $2,481,027
76 South Orange Avenue
South Orange, NJ 07079

Vista Enclave, Ltd.              trade debt          $2,365,496
1117 Eldridge Parkway
Houston, TX 77077

Huber, G./CellTex                trade debt          $2,139,316
c/o Huber, Greg
2230 Pipestone Drive
San Antonio, TX 78232

Quirk Infiniti, Inc.             trade debt          $2,077,438
442 Quincy Avenue
Braintree, MA 02184

Charles & Maria Sourmaidas       trade debt          $1,970,200
P.O. Box 351
Adamsville, RI 02801

James Collins                    trade debt          $1,919,653
5602 Grape Street
Houston, TX 77096

Ward Enterprises, L.L.C.         trade debt          $1,900,029
c/o Peter Gosch
32 Dawn Heath Drive
Littleton, CO 80127

Cody Dutton, Trustee             trade debt          $1,772,384
Cody Dutton Testamentary
Trust
1499 South Main Street
Boeme, TX 78006

Myane, G.                        trade debt          $1,649,822
c/o Myane, Geoffrey
P.O. Box 1876
Uvalde, TX 78820

Garson                           trade debt          $1,647,545
c/o Nona A. Garson
51 Bisell Road
Lebanon, NJ 08833


1031 TAX GROUP: Court Approves Dreier as Bankruptcy Counsel
-----------------------------------------------------------
The 1031 Tax Group LLC and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York, to employ Dreier LLP as their counsel nunc
pro tunc to May 14, 2007.

Dreier LLP is expected to:

   a) provide legal advice to the Debtors with respect to their  
      powers and duties as Debtors in possession in the continued
      operation of their businesses;

   b) prepare and pursue confirmation of the plan of
      reorganization or liquidation and approval of a disclosure
      statement;

   c) prepare on behalf of the Debtors applications, motions,
      answers, orders, reports and other legal papers;

   d) represent and protect the interest of the Debtors in Court;

   e) provide assistance, advice and representation concerning any
      further investigation of the assets, liabilities and
      financial condition of the Debtors;

   f) render advice and provide professional services with respect
      to the myriad general corporate and litigation issues
      relating to these cases;

   g) represent the Debtors in any adversary proceeding; and

   h) perform all other legal services for the Debtors that may be
      necessary and appropriate for the efficient and economical
      administration of these chapter 11 cases.

Norman N. Kinel, Esq., a member of Dreier LLP, tells the Court of
the firm's professionals' hourly rates are:

      Designation                     Hourly Rate
      -----------                     -----------
      Partners                        $425 - $750
      Associates                      $225 - $475
      Paraprofessionals               $100 - $175

Prior to the Chapter 11 cases, Dreier received $370,000 from
Investment Properties of America, LLC, in connection with
familiarizing and analyzing the Debtors' overall affairs.  The
$320,000 has been applied to outstanding balances and the
remaining $50,000 will constitute as a general retainer for the
firm.

Mr. Kinel assures the court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Kinel can be reached at:

   Norman N. Kinel, Esq.
   Dreier LLP
   No. 499 Park Avenue
   New York, NY 10022
   Tel: (212) 328-6100
   Fax: (212) 328-6101

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group   
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of over
$100 million.


1031 TAX GROUP: TAps Brownstein Hyatt as Special Counsel
--------------------------------------------------------
The 1031 Tax Group LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ Brownstein Hyatt Farber & Schreck, P.C.,
nunc pro tunc to May 14, 2007, as their special litigation
counsel.

BHF&S will represent the Debtors in a lawsuit entitled, "Colorado
Capital Bank v. Investment Exchange Group, et al.," Case No.
07CV4352, pending in the District Court, County and City of
Denver, Colorado.

Documents submitted to the Court did not disclose the firm's
hourly rates.  The Debtors tells the Court that BHF&S intends
to apply to the Court for allowances of compensation and
reimbursement of expenses.

To the best of the Debtors' knowledge, BHF&S does not have any
interest adverse to the Debtors or their estates.

The firm can be reached at:

              Michael J. Pankow, Esq.
              Brownstein Hyatt Farber & Schreck, P.C.
              201 Third Street N.W., Suite 1700
              Albuquerque, NM 87102
              Telephone: (505) 244-0770
              Fax: (505) 244-9266
              http://www.bhfs.com/

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group   
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Norman N. Kinel, Esq., at Dreier, LLP, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts of over $100 million.


AEROFLEX INC: Moody's Withdraws Ratings on Terminated Buyout
------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Aeroflex
Inc. given that the proposed buyout of Aeroflex by General
Atlantic LLC and Francisco Partners was terminated. P

These ratings and assessments were withdrawn:

   -- Corporate Family Rating -- B2;

   -- Probability of Default Rating -- B2;

   -- $60 Million Senior Secured First Priority Revolver due
      2013 -- Ba3 (LGD3, 32%);

   -- $375 Million Senior Secured First Priority Term Loan (US
      Tranche) due 2014 -- Ba3 (LGD3, 32%);

   -- $100 Million Senior Secured First Priority Term Loan (UK
      Tranche) due 2014 -- Ba3 (LGD3, 32%);

   -- $245 Million Senior Secured Second Priority Term Loan due
      2015 -- Caa1 (LGD5, 84%).


AGILENT TECHNOLOGIES: Completes $250 Mil. Stratagene Acquisition
----------------------------------------------------------------
Agilent Technologies Inc. has completed the acquisition of
Stratagene Corp. for approximately $250 million.  Agilent expects
this strategic acquisition to accelerate its growth in life
sciences through a complementary product portfolio and strong
market reach into academia and government.

Agilent disclosed the definitive agreement to acquire Stratagene
on April 6, 2007.  Completion of this acquisition will have no
impact on Agilent's earnings-per-share guidance.  Agilent's
revenue guidance for the third quarter is now $1.38 billion to
$1.42 billion.

"The company is excited about the opportunities ahead," Nick
Roelofs, vice president and general manager of Agilent's Life
Sciences Solutions Unit, said.  "With its combined product
portfolios, technology, R&D expertise and employees, the company
will serve a wider customer base with more comprehensive workflow
solutions.  This acquisition is an example of one-plus-one is
greater than two because of the workflow leverage the company
anticipates from combining its two companies."

The Stratagene acquisition is expected to strengthen Agilent's
life science offerings in genomics and proteomics, particularly in
academia and government where Stratagene products and market
leadership are well recognized.  Meanwhile, Agilent's sales
channel strength in the pharmaceutical market provides additional
opportunities for expanding the reach of Stratagene's portfolio of
reagents and instruments.

Agilent believes that with Stratagene, the total addressable life
science market will be $14 billion, with an estimated compounded
annual growth rate of 7 to 9 percent in the next three years.

Stratagene is the largest acquisition that Agilent has made in
several years, underscoring the company's commitment to life
sciences.  Stratagene's extensive portfolio of PCR enzymes and
instrument capabilities, including quantitative PCR, coupled with
Agilent's range of product platforms, software and data management
capabilities, provides full workflow solutions to both academic
and pharmaceutical customers.

Agilent and Stratagene also have disclosed the sale of certain
Stratagene assets to a new company, Decisive Diagnostics, a
subsidiary of Catalyst Assets LLC, an entity formed by Dr. Joseph
A. Sorge, former chairman, CEO and founder of Stratagene.  
Decisive Diagnostics is an entity formed to pursue molecular
diagnostic applications.  Decisive Diagnostics will acquire for
$6.6 million certain assets of Stratagene from Agilent and license
from Agilent certain of Stratagene's molecular diagnostic
technologies.

                       About Stratagene Corp.

Stratagene Corp. (NASDAQ: STGN) -- http://www.stratagene.com/--  
is a worldwide developer of innovative products and technologies
for the growing life science research market.  Stratagene supports
advances in life sciences by inventing, manufacturing and
marketing products that simplify, accelerate and improve research.  
Since 1984, the company's products have been used throughout the
academic, industry and government research sectors in fields
spanning molecular biology, genomics, proteomics, drug discovery
and toxicology.  Stratagene employs more than 450 people
worldwide, who have now joined Agilent.  Stratagene's product
portfolio includes reagents for life science research and
instruments.  The company also offers a range of diagnostics
products, including applications for allergy testing and
urinalysis.  Stratagene's life science reagent and instrument
manufacturing facility in Cedar Creek, Texas, as well as its
diagnostics facilities in Garden Grove, Calif., and Edinburgh,
Scotland, are all registered to the ISO 13485 standard.  The
diagnostics facilities are also licensed medical device
manufacturers, compliant with the U.S. Food and Drug
Administration's Quality System Regulation (QSR).  Other major
Stratagene locations are La Jolla, Calif.; Tokyo, Japan; and
Amsterdam, the Netherlands.

                    About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) -- http://www.agilent.com/--  
is the world's premier measurement company and a technology leader
in communications, electronics, life sciences and chemical
analysis.  The company's 19,000 employees serve customers in more
than 110 countries.

                          *     *     *

Agilent Technologies Inc. carries Moody's Investors Service 'Ba1'
corporate family rating.


AIRTRAN HOLDINGS: PROXY Recommends Nominees to Midwest Board
------------------------------------------------------------
PROXY Governance, Inc. has recommended that shareholders of
Midwest Air Group, Inc. vote to elect AirTran Holdings, Inc.'s
three nominees to the Midwest Board of Directors at the annual
meeting of shareholders to be held on June 14, 2007.  Proxy
Governance joins Institutional Shareholder Services, Glass Lewis &
Co., and CtW Investment Group in recommending that Midwest
shareholders vote in favor of AirTran nominees.

"All the leading shareholder advisory firms have now recommended
that shareholders use the BLUE card to elect AirTran's nominees to
the Midwest Board," Joe Leonard, AirTran's chairman and chief
executive officer, said.  "We believe the unanimous support of
these independent corporate governance experts serves as
irrefutable testimony that it is in the best interests of Midwest
shareholders to enter into negotiations with AirTran to bring
about a merger as quickly as possible.  This is what the owners of
Midwest want and this is what we are hopeful a newly constituted
board with fresh, independent thinking will deliver."

In its report, PROXY Governance Inc. said:

"At a minimum, we believe, at the very least, that the board
should engage in discussions with AirTran.  The majority of
shareholders have already indicated support for this transaction
by tendering to the AirTran offer."

"Given the logical and detailed proposal by AirTran, it is hard to
deny the strategic cost savings and synergy benefits of a merger."

" ... Midwest has failed to consider AirTran's long-term growth
and how it would compliment Midwest."

"Overall, we are troubled by the board's failure to recognize
strong shareholder interest in the AirTran offer and in
discussions with AirTran.  We also note that AirTran's nominees
are independent from AirTran and provide extensive experience in
the industry and corporate governance."

                       Turns a Deaf Ear

"Unfortunately, Midwest's management and current Board of
Directors continue to fail to listen to the company's true owners,
the shareholders.  Instead, Midwest's management and board have
persisted in their advocacy of the company's 'go-it-alone'
strategy, which is based on unrealistic projections and
questionable financial analysis.  Midwest shareholders have made
it clear that they do not find the 'go-it-alone' plan to be
feasible or desirable.  On the contrary, we believe shareholders
see that, as part of a combined AirTran-Midwest, the airline will
be much better positioned to compete in the increasingly
competitive airline industry and generate value for shareholders,
employees and Midwest's communities.  We believe the AirTran
nominees will inject the independence and rational thinking
necessary to fairly evaluate these factors," Mr. Leonard added.

"We urge Midwest shareholders to protect the value of their
investment and vote for John Albertine, Jeffrey Erickson and
Charles Kalmbach on the BLUE proxy card," Mr. Leonard concluded.

Midwest shareholders who need assistance in voting their shares
may call Innisfree M&A Incorporated, AirTran's proxy solicitor,
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.

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


AIRTRAN HOLDINGS: Extends Midwest Tender Offer to August 10
-----------------------------------------------------------
AirTran Holdings, Inc., the parent of AirTran Airways, is
extending its latest tender offer of $15 per share of Midwest Air
Group until 12:00 Midnight EDT on Aug. 10, 2007.

As of the close of business on June 8, 2007, shareholders have
agreed to tender more than 14.6 million shares of Midwest to
Galena Acquisition Corp., a wholly owned subsidiary of AirTran,
which represents 59.5% of all outstanding shares of Midwest Air
Group, or 64.1% of outstanding shares that are not held by the
Midwest board or management.

"We are gratified by the response we are receiving from Midwest's
shareholders regarding both the tender offer and the slate of
directors that we have nominated for the Midwest Board," Joe
Leonard, AirTran Airways' chairman and chief executive officer,
said.  "Based on the support we have heard from Midwest
shareholders and other observers, they want a new set of eyes and
a fresh, independent voice inside the Midwest boardroom so that
the AirTran offer can get a full and fair hearing.  We are
dismayed that the Midwest board continues to ignore shareholders'
calls for the company to explore the merits of the AirTran offer
and in their recent communication regarding the election of
directors made it clear that the incumbent board is "convinced"
that their standalone plan is the only route they will pursue and
that shareholders should use their proxy vote to show their
support for the board and the standalone plan.

"That is why we urge the Midwest shareholders to heed the advice
of such independent corporate governance experts as Institutional
Shareholder Services, Glass Lewis & Co., and CtW Investment Group
and vote the BLUE proxy card for the election of John Albertine,
Jeffrey Erickson and Charles Kalmbach at the June 14, 2007,
Midwest Annual Shareholders Meeting.  Doing so will send a strong
message to Midwest's current Board and management that the owners
of the company are not satisfied with Midwest's standalone plan,
which has no clear path to implementation, no near-term reward and
questionable financial projections. It is past time for changing
the dynamics inside the Midwest boardroom."

"Extending our tender offer until August 10th provides time for
the Board election to be certified and enables the newly
reconstituted board to undertake a comprehensive evaluation of the
merits of the AirTran offer.  In the meantime, we would encourage
Midwest shareholders to tender their shares to continue to send
the clear message that they would like Midwest to meet with
AirTran and sign a definitive merger agreement in order to create
a truly national low-cost carrier for the benefit of all Midwest
shareholders, employees and customers."

On April 2, 2007, AirTran increased its buyout offer for Midwest
Air Group to $15 per share for all of the Midwest shares, a total
of $389 million. The offer, at such valuation, represents a
premium of 83 percent over the 30-day average closing price of
Midwest common stock prior to when AirTran made its initial
proposal.  AirTran's first offer to acquire all of Midwest's
common stock was priced at $11.25 per share on Oct. 20, 2006.  The
offer, at such valuation, also represents an approximately 65%
premium over the closing price of Midwest stock on Dec. 12, 2006,
the day before AirTran disclosed its initial Oct. 20, 2006, offer.  
As a result of Midwest management's continued refusal to take
necessary steps to achieve a combination of companies, the
original expiration date of the tender offer has been extended to
terminate on Aug. 10, 2007.

Midwest shareholders who have questions about how to tender 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.

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


AMERICAN TOWER: Completes Refinancing of $1.25BB Credit Facility
----------------------------------------------------------------
American Tower Corporation has successfully refinanced its
existing $1.6 billion senior secured credit facilities at the
American Tower operating company level with a new $1.25 billion
senior unsecured revolving credit facility of American Tower
Corporation.

At closing, the company drew down approximately $1 billion under
the new credit facility and used the net proceeds and cash on hand
to repay all amounts outstanding under the existing AMT OpCo
credit facilities.  The new credit facility has a term of five
years, maturing in full on June 8, 2012.  The credit facility does
not require amortization of payments and may be paid prior to
maturity in whole or in part at the company's option without
penalty or premium.  The credit facility allows the company to use
borrowings for working capital needs and other general corporate
purposes of the company and its subsidiaries including refinancing
or repurchasing other indebtedness and the company's equity
securities, in each case without additional lender approval.

The new senior unsecured revolving credit facility is rated BB+ by
Standard & Poor's, Ba1 by Moody's Investors Service, and BB+ by
Fitch.

                       About American Tower

Based in Boston, Massachusetts, American Tower Corporation
(NYSE: AMT) -- http://www.americantower.com/-- is an independent
owner, operator and developer of broadcast and wireless
communications sites in the U.S., Mexico and Brazil.  American
Tower owns and operates over 22,000 sites and manages about 2,000
revenue producing rooftop and tower sites.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Moody's Investors Service upgraded the corporate family rating of
American Tower Corporation to Ba1 from Ba2, and affirmed the
company's SGL-1 liquidity rating.  The outlook is stable.

As reported in the Troubled Company Reporter on May 31, 2007,
Moody's Investors Service assigned a Ba1 rating to American Tower
Corporation's proposed $1.25 billion senior unsecured bank
facility, which will be used to refinance the senior secured bank
facility at AMT's subsidiary, American Tower Inc.

At the same time, Moody's affirmed AMT's Ba1 corporate family
rating, affirmed the company's SGL-1 liquidity rating and upgraded
its senior unsecured rating to Ba1 from Ba2, reflecting the
expected reduction of prior ranking senior secured debt in the
company's capital structure.


AMP'D MOBILE: Gets Interim OK to Use Kings Road's Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Amp'd Mobile Inc. authority, on an interim basis, to use the cash
collateral securing repayment of its obligations to Kings Road
Investment Ltd.

The Debtor may use cash collateral in an aggregate amount not
exceeding $4,118,000, solely with respect to the identified
categories of expenses listed in a budget, a copy of which is
available for free at http://researcharchives.com/t/s?20ce  

The categories of expenses are intended to permit the Debtor to
fund its operating expenses during its Chapter 11 case, its costs
associated with negotiating or litigating the purported
termination of a wholesale agreement, dated June 1, 2005, with
Cellco Partnership, doing business as Verizon Wireless, and other
expenses subject to prior written consent of the Kings Road
Investment, Ltd.

As adequate protection, Kings Road will, subject to a carve-out,
have properly perfected liens of Brightpoint North America, L.P.,
if any, Silicon Valley Bank, if any, and the valid rights of any
creditor with rights to set-off.  King Road will have a valid,
perfected and enforceable replacement liens on and first priority
postpetition security interest in all of the Debtor's assets,
including all accounts, cash and inventory provided that the
Replacement Lien will not create a security interest against any
lease with Westside Medical Park, LLC.

King Road will also be entitled to an allowed administrative
superpriority expense lien on all of the Postpetition Collateral,
subject to Carve-Out; and payment of King Road's expenses
incurred in negotiating the Cash Collateral.

The Debtor's right to use the Cash Collateral will immediately
and automatically terminate on the earliest of:

  -- June 20, 2007;

  -- the day after Verizon disconnects any of the Debtor's end
     users;

  -- the effective date of a confirmed plan of reorganization;

  -- the conversion of the Debtor's Chapter 11 case to Chapter
     7; or

  -- the sale of all or substantially all of the Debtor's
     assets.

Objections to the Interim Cash Collateral Order must be served so
as to be actually received no later than June 15, 2007.  If an
objection is timely filed, a final hearing will be held June 20,
2007.  If there is no timely objection, the Court may approve the
Interim Order as a final order without conducting a final
hearing.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual   
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  When it
sought bankruptcy, Amp'D Mobile listed total assets of between
$1 million to $100 million and estimated debts of more than
$100 million.

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 3;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


AMP'D MOBILE: Asks Court to Reinstate Wholesale Pact with Verizon
-----------------------------------------------------------------
In June 2005, Amp'd Mobile Inc., and Cellco Partnership, doing
business as Verizon Wireless, entered into a wholesale agreement,
pursuant to which the Debtor purchased minutes and megabytes from
Verizon Wireless on a wholesale basis, and then resells the
capacity to individual subscribers on a retail basis.  The Debtor
provided Verizon with letters of credits totaling $11,140,000
issued by Bank of America and Silicon Valley Bank.

The Silicon Valley Bank LOC is fully secured by cash in a
certificate of deposit, Eric M. Sutty,0 Esq., at The Bayard Firm,
in Wilmington, Delaware, the Debtor's proposed counsel, says.

On May 22, 2007, Verizon advised the Debtor that it has a
$4,546,108 outstanding balance and declared that the Debtor is in
default for its failure to pay the Outstanding Balance on the due
date.

Verizon also provided the Debtor with a 10-day notice to cure its
default and asked the Debtor to pay the outstanding balance by
June 1, 2007.

On June 1, Verizon notified the Debtor that the Wholesale
Agreement was terminated effective immediately because the Debtor
has not paid the Outstanding Balance as of June 1.

Mr. Sutty tells the U.S. Bankruptcy Court for the District of
Delaware that Verizon's premature attempt to terminate the
Wholesale Agreement, discontinue the company services and
impermissibly draw on the L/C will effectively end the Debtor's
business.  The services provided by Verizon pursuant to the
Wholesale Agreement are the exclusive means by which the Debtor
delivers its mobile entertainment and cellular telephone services
to its own customers, Mr. Sutty says.

Accordingly, the Debtor asks the Court to declare that the
Wholesale Agreement was not terminated by virtue of the premature
Notice of Termination on June 1, 2007, and that the Wholesale
Agreement remained in full force and effect on and after the
Petition Date.

The Debtor also asks the Court to declare that the Wholesale
Agreement is property of the Debtor's estate pursuant to Section
541 of the Bankruptcy Code and that Verizon's attempt to treat
the Wholesale Agreement as terminated and its intent to
discontinue services to the Debtor violates the automatic stay
pursuant to Section 362.

In the alternative, the Debtor asks the Court to declare that the
Wholesale Agreement was in full force and effect on and after the
Petition Date to prevent the inequitable forfeiture of the
Debtor's valuable rights under the agreement.

The Debtor also asks the Court to award it of its costs and
attorney's fees incurred in the prosecution of the Adversary
Proceeding and punitive damages.

Moreover, the Debtor wants Verizon enjoined from taking any acts
to terminate the Wholesale Agreement or discontinue services
based on the Termination Notice.

To the extent that Verizon seeks to draw on the L/C based on the
Debtor's failure to make prepetition payment under the Wholesale
Agreement or the Termination Notice, the Debtor asks the Court to
declare that the draw violates both the Wholesale Agreement and
the L/C and declare that any prepetition failure to make payments
under the Wholesale Agreement and the Termination Notice do not
give Verizon a right to draw on the L/C.

Furthermore, the Debtor asks the Court to permanently enjoin
Verizon from initiating any action to draw on the L/C based on
the Termination Notice.

               Kings Road Seeks to Intervene

Kings Road Investment Ltd., which provides the Debtor with
postpetition financing, asks the Court to allow it to
intervene in the Adversary Proceeding.

Timothy P. Cairns, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, LLP, in Wilmington, Delaware, asserts that Verizon's
attempt to terminate the Wholesale Agreement may effectively end
the Debtor's business, which is an important part of Kings Road's
collateral.

As of its bankruptcy filing, the Debtor owed Kings Road
$30,000,000 in principal amount under a Convertible Secured
Promissory Note dated April 2, 2007.

Kings Road has liens and security interests that are valid,
perfected, enforceable and constitute first priority liens and
security interests in all of the Debtor's assets except the
Debtor's intellectual property.  Thus, Mr. Cairns says,
Kings Road must intervene to protect the value of its liens
and security interests in the Debtor.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual   
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  When it
sought bankruptcy, Amp'D Mobile listed total assets of between
$1 million to $100 million and estimated debts of more than
$100 million.

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 3;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


ARCTOS PETROLEUM: TSX Gives Conditional Nod on Debt Settlement
--------------------------------------------------------------
Arctos Petroleum Corp. has received conditional TSX Venture
Exchange approval to proceed with the closing of the debt
settlements.

Arctos also related that it will raise funds of up to $1.5 million
from a debenture financing.

Arctos will settle $4,575,948 in outstanding net debt through the
payment of $1,220,235 in cash and the issuance of 31,846,265
common shares of the company.

One creditor, with debt owed of $2,481,018 will be settled in full
by the payment of a total of $1,171,485 in cash and the issuance
of 11,405,745 common shares of the company.

Ten creditors, with net debt owed of $2,092,802, will be settled
in full by the payment of a total of $48,750 in cash and the
issuance of 20,440,520 common shares of the company.

The TSX Venture Exchange has conditionally approved the
transactions contemplated herein subject to review and acceptance
of Personal Information Forms from certain individuals who are
associated with corporations who will become insiders of the
company.

Arctos plans to complete a non-brokered private placement of non-
convertible debentures in the principal amount of up to
$1.5 million.  Proceeds from the private placement will be used to
pay the cash portion of the aforementioned debt settlement, with
the remainder applied to general working capital.  

The debentures will have a twelve-month term and shall bear
interest at 10% per annum calculated and paid quarterly and any
principal or interest outstanding under the debentures shall be
secured against the general assets of the company.  The sale of
the debentures is subject to approval of the TSX Venture Exchange.
Insiders of the company may purchase convertible debentures in the
principal sum of up to $500,000.

The company believes it is now positioned to move forward with an
active business plan that will be focused on acquiring oil and gas
assets together with a selective drilling program.

                   About Arctos Petroleum Corp.

Based in Vancouver, British Columbia, Arctos Petroleum Corp.
(TSX:APO) is an emerging junior oil and gas company with
exploration, development, and production programs in Alberta and
Saskatchewan.

Arctos Petroleum had $5,034,344 in total assets, $6,043,230 in
total liabilities, resulting in a $1,008,886 in stockholders'
deficit at Dec. 31, 2006.


ASPEN TECHNOLOGY: To Restate Balance Sheets on Accounting Errors
----------------------------------------------------------------
Aspen Technology, Inc. reported that certain errors in the
accounting for sales of installments receivable were discovered in
connection with a recent review of its financial statements.  As a
result, the company's previously issued financial statements as
of June 30, 2005 and 2006 and for each of the three years in the
period ended June 30, 2006, and related reports of its independent
registered public accounting firm for those periods should not be
relied upon.  In addition, the company's quarterly filings on Form
10-Q within these years and for each of the quarters ended
Sept. 30, 2006, Dec. 31, 2006, and March 31, 2007, should not be
relied upon.

The company estimates that the restatements will result in the
creation of two new balance sheet captions, a collateral asset
for secured borrowings and a secured borrowing liability, in these
amounts:

     -- approximately $70 million as of June 30, 2005;

     -- approximately $80 million as of June 30, 2006; and

     -- in excess of $200 million as of March 31, 2007.

Because the review of the accounting is ongoing, these estimates
are subject to change, and those changes could be material.

Brad Miller, chief executive officer of AspenTech, said "It is
expected that the asset and liability accounts created as a result
of this restatement will match, and that the cash flows received
from these long term customer accounts will continue to finance
the debt, consistent with nearly 20 years of practice as well as
the intentions of the parties when the arrangements were
originally established.  We do not believe the restated balance
sheet treatment of these accounts for GAAP purposes affects the
net financial position of the company, nor the cash required and
available to operate our business."

Mr. Miller added, "We are focused on completing the restatement
process as quickly as practicable, and we remain focused on
running the business, serving our customers and continuing to make
progress in improving our operational execution."

                      About Aspen Technology

Based in Cambridge, Massachusetts, Aspen Technology Inc. (Nasdaq:
AZPN) -- http://www.aspentech.com/ -- provides software and   
professional services that help process companies improve
efficiency and profitability by enabling them to model, manage and
control their operations.

                           *     *     *

Aspen Technology carries Moody's B2 long-term corporate family
rating and Caa1 equity linked rating.  The outlook is stable.

On the other hand, the company carries Standard & Poor's B long-
term foreign and local issuer credit ratings.  The outlook is
negative.


AUCTENTIA SLU: Chapter 15 Petition Hearing Scheduled on June 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District has set a
hearing on June 15, 2007, at 10:00 a.m., at Room 601, One Bowling
Green in New York City, to consider the chapter 15 petition filed
by Javier Diaz Galvez and Benito Aguera Mann on behalf of
Auctentia SLU and their request for recognition of the Debtor's
foreign proceeding pending in Madrid, Spain, as a foreign main
proceeding.

All parties opposed to the petition or foreign representatives'
request must appear at the hearing.

Headquartered in Madrid, Spain, Auctentia SLU is a wholly owned
subsidiary of Afinsa Bienes Tangibles, S.A., wholesaler and
retailer of stamps, coins, art works and other collectibles.  
Javier Diaz Galvez and Benito Aguera Marin filed for Chapter 15
petition on behalf of Auctentia SLU on April 24, 2007 (S.D. N.Y.
Case No. 07-11173).  Thomas L. Kent, Esq., at Paul, Hastings,
Janofsky & Walker LLP, in New York City, represents the
petitioners.  When the petitioners filed for chapter 15 petition,
it estimated the Debtor's assets and debts between $1 million and
$100 million.


BANC OF AMERICA: Moody's Rates Six Certificate Classes at Low-B
---------------------------------------------------------------
Moody's Investors Service affirmed 22 classes of Banc of America,
Commercial Mortgage Pass-Through Certificates, Series 2005-2 as:

        Class A-2, $ 133,750,148, Fixed, affirmed at Aaa
        Class A-3, $236,800,000, Fixed, affirmed at Aaa
        Class A-4, $206,700,000, Fixed, affirmed at Aaa
        Class A-AB, $66,510,000, Fixed, affirmed at Aaa
        Class A-5, $478,931,000, Fixed, affirmed at Aaa
        Class A-M, $164,234,000, Fixed, affirmed at Aaa
        Class A-J, $108,805,000, Fixed, affirmed at Aaa
        Class X-C, Notional, affirmed at Aaa
        Class X-P, Notional, affirmed at Aaa
        Class B, $43,111,000, Fixed, affirmed at Aa2
        Class C, $16,423,000, Fixed, affirmed at Aa3
        Class D, $28,741,000, Fixed, affirmed at A2
        Class E, $16,423,000, Fixed, affirmed at A3
        Class F, $20,530,000, WAC, affirmed at Baa1
        Class G, $18,477,000, WAC, affirmed at Baa2
        Class H, $18,476,000, WAC, affirmed at Baa3
        Class J, $8,212,000, Fixed, affirmed at Ba1
        Class K, $6,159,000, Fixed, affirmed at Ba2
        Class L, $6,159,000, Fixed, affirmed at Ba3
        Class M, $4,106,000, Fixed, affirmed at B1
        Class N, $2,053,000, Fixed, affirmed at B2
        Class O, $10,265,000, Fixed, affirmed at B3

As of the May 10, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.7%
to $1.62 billion from $1.65 billion at securitization.  The
Certificates are collateralized by 86 mortgage loans.  The loans
range in size from less than 1.0% to 8.6% of the pool, with the
top 10 loans representing 48.3% of the pool.

The pool includes five shadow rated loans, representing 20.2% of
the outstanding loan balance.  There have been no loans liquidated
from the pool and no loans have defeased. There are no loans in
special servicing.  Six loans, representing 2.7% of the pool, are
on the master servicer's watchlist.

Moody's was provided with full-year 2006 and partial-year 2006
operating results for 86.5% and 95.5% of the pool.  Moody's
weighted average loan to value ratio for the conduit component is
in excess of 100.0%, the same as at securitization.

The largest shadow rated loan is the Fashion Show Mall Loan
($138.5 million -- 8.6%), which is secured by the borrower's
interest in a 1.9 million square foot, regional mall (663,000
square feet of collateral) located in Las Vegas, Nevada.  The loan
represents a 42.6% pari-passu interest in a $324.8 million loan.  
There is also a $38.5 million subordinate B Note held outside the
trust.  As of December 2006 in-line sales were $858 per square
foot, compared to $602 per square foot in 2004.  As of December
2006 in-line occupancy was 97.3%, compared to 92.1% as of January
2005.  Moody's current shadow rating is Aa3, compared to A1 at
securitization.

The second largest shadow rated loan is the Phoenix Plaza I & II
Loan ($77.0 million -- 4.8%), which is secured by two office
buildings totaling 834,826 square feet and located in Phoenix,
Arizona.  The loan is interest only for the entire term.  Moody's
current shadow rating is Baa3, the same as at securitization.

The third largest shadow rated loan is the American Express
Building - MN Loan ($56.1 million - 3.5%), which is secured by an
eight-story, 541,542 square foot Class A office building located
in Minneapolis, Minnesota.  The entire building is leased to
American Express Company (Moody's senior unsecured rating A1;
stable outlook) through November 2014. The loan is interest only
for the entire term.  Moody's current shadow rating is Baa1, the
same as at securitization.

The fourth largest shadow rated loan is the American Express
Building - UT Loan ($30.1 million - 1.9%), which is secured by a
395,787 square foot office building located in Taylorsville, Utah.  
The entire building is leased to American Express Company through
November 2014.  The loan is interest only for the entire term.  
Moody's current shadow rating is Baa3, the same as at
securitization.

The fifth largest shadow rated loan is the American Express
Building - ON Loan ($25.4 million - 1.6%), which is secured by a
306,710 square foot office building located in Markham, Ontario.
The entire building is leased to American Express Company through
December 2014.  The loan is interest only for the entire term.  
Moody's current shadow rating is Baa2, the same as at
securitization.

The three largest conduit loans represent 18.1% of the pool.  The
largest conduit loan is the New York University Housing Loan
($110.0 million -- 6.8%), which is secured by a 264 unit, 17-story
student housing property located in the Tribeca submarket of New
York City.  The Property is 100.0% master leased to New York
University.  Moody's LTV is in excess of 100.0%, the same as at
securitization.

The second largest conduit loan is the Canyon Ranch Loan ($95.0
million -- 5.9%), which is secured by two resort hotel and spas
containing a total of 315 rooms.  The resorts are located in
Arizona and Massachusetts.  Performance has improved since
securitization due to revenue increases.  The loan is interest
only for the entire term.  Moody's LTV is 77.8%, compared to 82.2%
at securitization.

The third largest conduit loan is the Regents Square I & II Loan
($88.6 million -- 5.5%), which is secured by a 307,450 square foot
office portfolio located in the La Jolla submarket of San Diego,
California.  The loan is interest only for the entire term.  
Moody's LTV is in excess of 100.0%, the same as at securitization.


BANC OF AMERICA: Moody's Rates Three Cert. Classes at Low-B
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of 21 classes of
Banc of America Commercial Mortgage, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-3 as:

   -- Class A-1, $42,270,973, affirmed at Aaa;
   -- Class A-2, $505,650,000, affirmed at Aaa;
   -- Class A-3A, $279,216,000, affirmed at Aaa;
   -- Class A-3B, $132,000,000, affirmed at Aaa;
   -- Class A-SB, $70,360,000, affirmed at Aaa;
   -- Class A-4, $460,255,000, affirmed at Aaa;
   -- Class A-M, $216,104,000, affirmed at Aaa;
   -- Class A-J, $132,364,000, affirmed at Aaa;
   -- Class XC, Notional, affirmed at Aaa;
   -- Class XP, Notional, affirmed at Aaa;
   -- Class B, $24,312,000, affirmed at Aa1;
   -- Class C, $24,311,000, affirmed at Aa2;
   -- Class D, $21,611,000, affirmed at Aa3;
   -- Class E, $37,818,000, affirmed at A2;
   -- Class F, $21,611,000, affirmed at A3;
   -- Class G, $29,714,000, affirmed at Baa1;
   -- Class H, $27,013,000, affirmed at Baa2;
   -- Class J, $27,013,000, affirmed at Baa3;
   -- Class K, $13,507,000, affirmed at Ba1;
   -- Class L, $10,805,000, affirmed at Ba2;
   -- Class M, $10,805,000, affirmed at Ba3.

As of the May 10, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 0.9%
to $2.14 billion from $2.16 billion at securitization. The
Certificates are collateralized by 110 mortgage loans. The loans
range in size from less than 1.0% to 9.4% of the pool, with the
top 10 loans representing 51.3% of the pool.

The pool includes three shadow rated loans, representing 8.0% of
the outstanding loan balance. There have been no loans liquidated
from the pool and no loans have defeased. There are no loans in
special servicing. Eight loans, representing 10.1% of the pool,
are on the master servicer's watchlist.

Moody's was provided with full-year 2005 and full-year 2006
operating results for 88.6% and 92.7% of the pool. Moody's
weighted average loan to value ratio ("LTV") for the conduit
component is in excess of 100.0%, the same as at securitization.

The largest shadow rated loan is the Fiesta Mall Loan ($84.0
million - 3.9%), which is secured by the borrower's interest in a
1.0 million square foot, regional mall (309,000 square feet of
collateral) located in Mesa, Arizona. The loan is interest only
for the entire term. Moody's current shadow rating is Baa3, the
same as at securitization.

The second largest shadow rated loan is the Queens Atrium Loan
($76.2 million -- 3.6%), which is secured by two office buildings
containing 1.0 million square feet and located in Long Island
City, New York. Performance has been impacted by higher than
expected expenses. Moody's current shadow rating is Ba1, compared
to Baa3 at securitization.

The third largest shadow rated loan is the American Express
Building Loan ($11.6 million -- 0.5%), which is secured by a flex
office building containing a total of 132,000 square feet and
located in De Pere, Wisconsin. The entire building is leased to
American Express Company (Moody's senior unsecured rating A1;
stable outlook). The loan is interest only for the entire term.
Moody's current shadow rating is Baa3, the same as at
securitization.

The three largest conduit loans represent 24.1% of the pool. The
largest conduit loan is the Woolworth Building Loan ($200.0
million -- 9.4%), which is secured by a 57-story, Class B office
building containing 812,000 square feet and located in the
downtown submarket of New York City. Moody's LTV is in excess of
100.0%, the same as at securitization.

The second largest conduit loan is the Ridgedale Center Loan
($184.1 million -- 8.6%), which is secured by the borrower's
interest in a 1.0 million square foot, regional mall (340,000
square feet of collateral) located in Minnetonka, Minnesota.
Moody's LTV is in excess of 100.0%, the same as at securitization.

The third largest conduit loan is the Pacific Arts Plaza Loan
($132 million -- 6.2%), which is secured by four Class A office
buildings and four stand alone restaurants (totaling 825,000
square feet) located in Costa Mesa, California. The loan
represents a 54.5% pari-passu interest in a $242.0 million senior
portion of the loan. In addition, the trust also includes a non-
pooled junior note in the amount of $50.0 million. As of March
2007 occupancy was 82.0%, compared to 87.0% at last review. The
lower occupancy combined with lower revenues has caused a decline
in performance. The loan is on the master servicer's watchlist due
to low debt service coverage. Moody's LTV is in excess of 100.0%,
the same as at securitization.


BCE INC: Onex Joins Canada Pension Consortium
---------------------------------------------
The Canada Pension Plan Investment Board, Caisse de depot et
placement du Quebec, Kohlberg Kravis Roberts & Co. and Onex
Corporation disclosed that Onex has joined the consortium formed
for the purpose of working with BCE Inc. with regard to a
potential transaction to take the publicly-traded company private.

Onex is joining the consortium with the consent of BCE's Strategic
Oversight Committee, a committee of independent directors
established on April 20, 2007 to oversee the company's evaluation
of a range of strategic alternatives.

"Onex is Canada's oldest and largest private equity firm and we
are very pleased that they have joined our consortium," David
Denison, President and CEO, CPP Investment Board, said, speaking
on behalf of the consortium partners.  "The addition of Onex
strengthens our Canadian-led consortium as it remains focused on
the due diligence process for the potential acquisition of an
important Canadian organization."

"We are delighted to have the opportunity to pursue the
acquisition of one of Canada's leading companies with three
outstanding partners," Andrew Sheiner, Managing Director of Onex,
added.  "We have very strong relationships with every member of
this consortium and have partnered with the CPP Investment Board
and the Caisse de depot et placement du Quebec on many prior
investments.  We have built Onex through a focus on long-term
value creation and the development of world-class companies, and
this philosophy is shared by all members of this consortium."

"As we evaluate the potential transaction, our intent is to create
long-term value for the benefit of our respective beneficiaries
and investors," Mr. Denison added.  "Each of the consortium
partners is committed to generating strong investment returns with
a long-term investment horizon.  Further, the CPP Investment Board
and the Caisse de depot et placement du Quebec have very long-term
investment mandates to support the pension promise of millions of
Canadians.  Furthermore, we would still welcome the opportunity to
add additional Canadian pension funds to our consortium if
permitted by the Strategic Oversight Committee."

The consortium noted that discussions are ongoing and there can be
no assurance that a transaction of any kind will result.

                          About Onex

Onex Corp. makes private equity investments through the Onex
Partners and ONCAP family of Funds.  These companies are in a
variety of industries, including electronics manufacturing
services, aerostructures manufacturing, healthcare, financial
services, aircraft & aftermarket, metal services, customer
management services, theatre exhibition, personal care products
and communications infrastructure.

                         About BCE Inc.

Headquartered in Montreal, Canada, Bell Canada International Inc.
(TSX, NYSE: BCE) (NEX:BI.H) -- http://www.bci.ca/-- provides a
suite of communication services to residential and business
customers in Canada.  Under the Bell brand, the company's services
include local, long distance and wireless phone services, high-
speed and wireless Internet access, IP-broadband services,
information and communications technology services and direct-to-
home satellite and VDSL television services.  Other BCE businesses
include Canada's premier media company, Bell Globemedia, and
Telesat Canada, a pioneer and world leader in satellite operations
and systems management.

The company is operating under a Plan of Arrangement approved by
the Ontario Superior Court of Justice, 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.


BNY CONVERGEX: Moody's Puts B1 Ratings Under Review
---------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of ConvergEx Holdings LLC following the company's announcement of
a definitive agreement to acquire Liquid Point LLC and First
Traders Analytical Solutions LLC.

Moody's also affirmed its B3 rating on the $180 million second-
lien term loan.  The B1 ratings on the $420 million first-lien
term loan and the $75 million first-lien revolving credit facility
were placed on review for a possible downgrade pending the final
deal financing structure and ConvergEx's resultant capital
structure.

In explaining its rating action, Moody's noted that LiquidPoint,
which specializes in agency-only options brokerage and the sale
and marketing of options trading and order routing software, has
the potential to broaden ConvergEx's product offering and the
lessen the company's dependence on cash equities trading volumes.  
Equity options are a fast-growing asset class, which is being
increasingly embraced by market participants, and the ability to
offer a front-end order management solution for options along with
(and integrated into) its Eze Castle's software product suite
should bolster CovergEx's ability to compete for trade analytics
and order management market share, particularly within the
alternative investor community.  The addition of an agency-only
options brokerage capability is also a positive step in that it
diversifies ConvergEx's trading volume-based revenues away from
pure cash equities.

Although the acquisition of LiquidPoint will result in a modest
increase in cash flow leverage and will exert pressure on the
already thin interest coverage, the issuer's credit profile
remains consistent with a B2 corporate family rating as a result
its solid performance and the de-leveraging undertaken by the firm
in the last six months.

The rating agency noted, however, that, subject to its review of
the final terms of the financing, the B1 rating on the first-lien
facilities may be downgraded to B2.  The B1 rating on the first-
lien facilities, which is one notch higher than the CFR, currently
benefits from the structural subordination of the second-lien
facilities and the mezzanine note in the capital structure of the
firm.  However, were a meaningful portion of new debt to rank on
terms pari pasu with those of the first-lien facilities, the
relative amount of debt structurally subordinate to the first lien
facilities may be insufficient to support a one-notch lift
relative to the CFR.

What Could Change the Rating -- UP

The ratings could go up if the company achieves and sustains its
targets of lower leverage and improved interest coverage by means
of an aggressive reduction of debt and/or strong growth in
earnings.  A sustained and profitable growth in revenue,
particularly from sources less dependent on cyclical revenue
drivers like trading volumes, would also exert upward pressure on
the ratings.

What Could Change the Rating -- DOWN

The ratings could go down if there is a significant change in the
capital structure that increases leverage and negatively impacts
the already thin interest coverage. Also weighing negatively on
the ratings would be a deterioration of credit metrics caused by a
slowdown in earnings stemming from a prolonged decline in executed
trade volumes or market share erosion in the company's major
business lines.

These ratings were affirmed:

   * ConvergEx Holdings LLC:

     -- Corporate Family Rating -- B2

   * BNY ConvergEx Group LLC and EZE Castle Software Inc:

   -- $180 7.5-Year Second-Lien Term Loan -- B3

These ratings were placed on review for a possible downgrade:

   * BNY ConvergEx Group LLC and EZE Castle Software Inc:

     -- $420 Million 7-Year First-Lien Term Loan -- B1

     -- $75 Million 6-Year First-Lien Revolving Credit Facility
        -- B1

BNY ConvergEx Group LLC, headquartered in New York City, New York,
is a global agency brokerage and technology company, which
generated $119 million of revenue in fourth quarter 2006.


BNY CONVERGEX: LiquidPoint Acquisition Cues S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services changed the outlook on its 'B+'
long-term counterparty credit rating on BNY ConvergEx LLC to
negative from stable.
     
This action was taken in response to the company's announced
acquisition of the privately held LiquidPoint LLC.  "While we
understand the compelling business reasons for this acquisition,
management's decision to make an acquisition at this early stage
in the company's status as a stand-alone entity reflects a more
aggressive strategy and attitude toward debt than we had
expected," said Standard & Poor's credit analyst Robert B. Hoban,
Jr. ConvergEx's undertaking a largely debt-funded acquisition at
this time, instead of focusing on paying down existing high debt
levels and the synchronization of its own recently combined
businesses, puts downward pressure on the rating.
     
If the company does not improve interest coverage or continues to
demonstrate an appetite for leveraging acquisitions, ratings would
be lowered.  Should ConvergEx successfully integrate LiquidPoint,
regularly pay down debt, and maintain interest coverage ahead of
projections, the outlook would return to stable.
     
ConvergEx is one of the largest independent agency-only equity
trading shops, with several good niche businesses.  ConvergEx's
two main business lines are institutional agency-only equity
trading and providing order management software systems to
traders.  ConvergEx was formed in October 2006 in a highly
leveraged transaction, which resulted in the company having no
tangible equity and very weak interest coverage.  ConvergEx is the
combination of several institutional brokerage operations formerly
owned by the Bank of New York Co. Inc. and Eze Castle Software
Inc. Each of the combined entities had good operational
management, which has allowed for a smooth integration to date.


BOMBARDIER REC: Moody's Rates CDN$250 Mil. Sr. Sec. Loan at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Bombardier
Recreational Products' CDN$250 million senior secured revolver and
a B1 rating to BRP's CDN$1.2 billion senior secured term loan.

Proceeds from the transaction will be used to refinance the
company's existing debt (CDN$800 million term loan) and pay a
dividend to its shareholders (the total dividend, which is
expected to be paid later in the year, is expected to approximate
CDN$535 - CDN$435 million from the term loan and CDN$100 million
from free cash flow).

The ratings on the existing first lien and second lien bank debt
will be withdrawn following the close of the transaction.  At the
same time, Moody's affirmed BRP's B1 corporate family rating and
B1 probability of default rating with a negative outlook.

"Moody's believes that the significant improvements in the
company's cost structure over the last few years demonstrated by
the 335 bps gross margin percentage improvement in fiscal 2007
from 2006, diversification in the company's product offerings and
the introduction of new products enabled it to maintain a B1
rating, albeit weakly positioned, despite the aggressive financial
policies of increasing debt to fund shareholder returns." said
Kevin Cassidy, Vice President/Senior Analyst at Moody's Investors
Service.

"The negative outlook reflects Moody's concern that the company's
aggressive financial policies have reduced its financial
flexibility to withstand a downturn in the recreational sports
industry amid continuing uncertainty in consumer spending" said
Cassidy.  "Failure to reduce and sustain adjusted leverage,
measured as adjusted debt/EBITDA, below 5x by the end of the year
would likely result in a downgrade" Cassidy further noted.  The
proposed transaction will increase adjusted leverage to above 5x
from 3.8x; adjusted leverage was 4.8x following the May 2006
leverage recapitalization. The negative outlook also reflects
Moody's concern over the lack of maintenance financial covenants.

The ratings for the term loan and revolver reflect both the
overall probability of default of the company, to which Moody's
has affirmed the PDR of B1, and a loss given default assessment of
LGD2 (26%) for the revolver and LGD4 (53%) for the term loan. Both
the revolving credit facility and the term loan benefit from the
full guarantees of the existing and future subsidiaries.  The
revolver has a 1st lien priority interest on inventory and
accounts receivable and a 2nd priority lien on the remaining
assets, and the term has the inverse security interest.  Moody's
believes that the term loan's collateral coverage approximates
50%, based on a combination of valuation techniques.

Ratings assigned:

   -- CDN$250 million senior secured revolver, due 2012, at Ba2;

   -- US equivalent of CDN$1,230 million senior secured term loan,
      due 2014, at B1;

Rating affirmed:

   -- Corporate family rating at B1;
   -- Probability of default rating at B1.

Headquartered in Quebec, Canada, Bombardier Recreational
Products Inc. -- http://www.brp.com/-- a privately held   
company, is a world leader in the design, development,
manufacturing, distribution and marketing of motorised
recreational vehicles.  The company's portfolio of brands and
products includes: Ski-Doo(R) and Lynx(TM) snowmobiles, Sea-
Doo(R) watercraft and sport boats, Johnson(R) and Evinrude(R)
outboard engines, direct injection technologies such as Evinrude
E-TEC(R), Can-Am(TM) all-terrain vehicles, Rotax(R) engines and
karts.

The company has operations in Japan, Australia, Brazil, France,
the Netherlands, Norway, the United Kingdom, and the United
States, among others.  Net sales for the 12-month period ended
January 2007 were approximately CAD$2.7 billion.


BOSTON SCIENTIFIC: Inks Share Repurchase Plan with Aspect Medical
-----------------------------------------------------------------
Boston Scientific Corporation and Aspect Medical Systems, Inc. had
agreed to enter into a share repurchase plan to conclude their
alliance for the development of new brain monitoring products
aimed at assisting clinicians in the diagnosis and treatment of
depression, Alzheimer's disease and other neurological conditions.

The agreement includes these key provisions:

   1) Aspect will immediately acquire 2 million shares of Aspect
      stock now held by Boston Scientific at a price of
      approximately $15.91 per share.  This price represents the
      average of the closing prices of Aspect stock over the 20
      most recent trading days.  Prior to this agreement, Boston
      Scientific's position in Aspect stood at approximately 6
      million shares, or 27% of Aspect's shares outstanding.

   2) For a period of six months following the date of the
      agreement, Aspect will have the right to purchase any or all
      of the balance of Boston Scientific's position in Aspect at
      a price of $15 per share, or the average of the closing
      prices of Aspect stock over the 10 trading days prior to
      Aspect exercising its right to repurchase, whichever is
      higher.  In addition, Boston Scientific has agreed not to
      sell any of its Aspect stock, except to Aspect, during the
      six month period.

   3) Boston Scientific is relieved from all current and future
      obligations to the alliance.  The neuroscience alliance was
      established in May 2005 and involved a commitment by Boston
      Scientific of $25 million over five years to support
      research by Aspect in the depression and Alzheimer's
      markets.  To date, Boston Scientific has provided $10
      million of the $25 million originally committed.

   4) Aspect regains all commercial rights to products developed
      under the alliance that were previously shared with Boston
      Scientific.

Aspect and Boston Scientific also agreed today that all rights and
obligations in connection with an OEM Product Development
Agreement signed in 2002 will cease effective upon closing of the
share repurchase.  As part of the 2002 Agreement, Boston
Scientific held an option to distribute products developed by
Aspect in the procedural sedation space.  With Boston Scientific
declining this option, all rights to products developed in
conjunction with this agreement will revert to Aspect.  As a
result of this, Aspect will recognize approximately $3.8 million
of previously deferred alliance revenue this quarter.

"Boston Scientific has been an outstanding partner, and we
appreciate their contribution to our success to date.  Further, we
understand Boston Scientific's desire to refocus its strategic
priorities following its recent acquisition, and we believe that
this agreement creates new opportunities for both parties," said
Nassib Chamoun, president and CEO of Aspect Medical Systems.  "We
are enthusiastic about Aspect's neuroscience program, particularly
the interim results from the BRITE study that we announced three
weeks ago.  We believe that the neuroscience business will become
a great complement to our core consciousness-monitoring business
in the years ahead.  Today's share purchase from Boston Scientific
speaks to our growing financial strength and signals our
confidence in our ability to continue to grow our core business
and to develop the potential of our neuroscience program."

Chamoun continued, "We also believe that the opportunity to
reacquire full commercial rights to the products developed in the
neuroscience space will prove to be significant for Aspect longer
term.  Over the coming months, we plan to seek financing, which
may be in the form of convertible notes, in order to replenish our
cash position and gain the flexibility to exercise our option to
purchase additional shares from Boston Scientific.  We believe
these share purchases will provide stability and create value for
all of our shareholders."

                      Transaction Details

Under the terms of the termination and repurchase agreement signed
today, Aspect and Boston Scientific have agreed that all
obligations and rights granted by either party in connection with
the 2005 neuroscience strategic alliance and the 2002 OEM product
development agreement will terminate under the agreement.  In
connection with the 2002 Agreement, Boston Scientific established
a revolving credit facility available to Aspect which was also
terminated under the agreement.  Aspect has never drawn down on
this line of credit.

Aspect and Boston Scientific are also entering into a registration
rights agreement under which Boston Scientific will have the right
to request under certain circumstances that Aspect register under
the Securities Act of 1933, as amended, shares of Aspect common
stock held by Boston Scientific and not repurchased by Aspect.

                      About Aspect Medical

Aspect Medical Systems, Inc. (NASDAQ: ASPM) --
http://www.aspectmedical.com/-- produces and develops brain  
monitoring technology.  The company's Bispectral Index technology
has been used to assess approximately 20 million patients and has
been the subject of more than 2,800 published articles and
abstracts.  BIS technology is installed in approximately 75
percent of hospitals listed in the July 2006 U.S News and World
Report ranking of America's Best Hospitals and in approximately 55
percent of all domestic operating rooms.  The company is also
investigating how other methods of analyzing brain waves may aid
in the diagnosis and management of neurological diseases,
including depression and Alzheimer's disease.

                     About Boston Scientific

Based in Natick, Massachusetts, Boston Scientific Corporation,
(NYSE: BSX) -- http://www.bostonscientific.com/-- develops,  
manufactures and markets medical devices, specializing in a broad
range of interventional and cardiac rhythm management devices.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's placed Boston Scientific Corporation's ratings including
its Baa3 senior unsecured and Prime-3 short term, under review for
possible downgrade.  The rating action reflects Moody's
expectation that, absent any material debt reduction, financial
strength measures over the near term will be below those
identified for an investment grade company under Moody's Global
Medical Products & Device Industry Rating Methodology.


C-BASS 2007-CB5: Moody's Rates Class B-1 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by C-BASS 2007-CB5 Trust, and ratings ranging
from Aa1 to Ba1 to the mezzanine and subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime residential mortgage loans acquired by C-BASS. The
collateral was originated by Fieldstone Mortgage Company (22.50%),
Wilmington Finance Inc. (19.99%), New Century Mortgage Corporation
(19.93%), People's Choice Home Loan, Inc. (19.70%) and other
originators, none of which originated more than 10% of the
mortgage loans.  The ratings are based primarily on the credit
quality of the loans and on the protection against credit losses
provided by subordination, overcollateralization, and excess
spread.  The certificates also benefit from an interest rate swap
agreement and an interest rate cap agreement.  Moody's expects
collateral losses to range from 5.30% to 5.80%.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned Litton Loan Servicing LP its top servicer quality rating
of SQ1 as a primary servicer of subprime residential mortgage
loans.

The complete rating actions are:

   * C-BASS 2007-CB5 Trust

   * C-BASS Mortgage Loan Asset-Backed Certificates, Series
     2007-CB5

                     Class A-1, Assigned Aaa
                     Class A-2, Assigned Aaa
                     Class A-3, Assigned Aaa
                     Class M-1, Assigned Aa1
                     Class M-2, Assigned Aa2
                     Class M-3, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class M-7, Assigned Baa1
                     Class M-8, Assigned Baa2
                     Class M-9, Assigned Baa3
                     Class B-1, Assigned Ba1


CAROLINA CARGO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carolina Cargo Inc. of Rock Hill
        2310 Crowder Road
        Rock Hill, SC 29730

Bankruptcy Case No.: 07-02797

Type of Business: Founded in 1993, the Debtor is a coast-to-coast
                  common carrier of general freight, fresh
                  produce, and beverages.  See
                  http://www.carolinacargo.com/

Chapter 11 Petition Date: May 25, 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: $14,374,202

Total Debts:  $15,351,174

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
American International                                $274,043
Companies
22427 Network Place
Chicago, IL 60673

Daimler Chrysler            value of security:        $190,015
1011 Warrenville Road       $1,600,000
Suite 600
Lisle, IL 60532

People's Capital            value of security:        $172,677
255 Bank Street             $175,000
4th Floor
Waterbury, CT 06702

Orix                        value of security:        $168,351
                            $880,000

Commercial Credit           value of security:        $164,936
                            $500,000

E.F.S. Transportation                                 $144,157
Services

Premium Assignment                                    $141,480
Corporation

A.F.C.O.                                               $95,605

G.E. Trans Finance          value of security:         $84,608
                            $272,000

First Portland                                         $79,866

Baucom Services                                        $55,033

Volvo                       value of security:         $54,360
                            $75,000

United Health Care                                     $50,803
Insurance

OMNI                        value of security:         $50,194
                            $180,000

Financial Federal           value of security:         $45,139
                            $400,000

Coach Financial             value of security:         $37,247
                            $420,000

Jim Whitehead Tire                                     $29,674

McLeod Software                                        $28,486

Laney Oil Co.                                          $27,321

East Coast Trailer                                     $22,344


CBRL GROUP: 500,000 Shares Repurchased as of June 8
---------------------------------------------------
CBRL Group Inc. disclosed that as of June 8, 2007, the company has
repurchased 500,000 shares out of an 821,800 share repurchase
authorization that the company's board of directors adopted in
2005.  

The company has in place a 10b5-1 plan to facilitate the
repurchase of an additional 500,000 shares, which include the
321,800 shares remaining to be repurchased under the 2005
repurchase authorization plus an additional 178,200 shares that
have been issued in connection with the recent conversion of the
company's convertible notes.  The company expects that the 500,000
share repurchase will be completed within the next two weeks.

The company also has adopted a 10b5-1 plan to facilitate
repurchases of the remaining shares that were or will be issued in
connection with the recent conversion of the company's convertible
notes.  The conversion of those notes has resulted in the issuance
of 276,000 shares, 178,200 of which will be repurchased as a part
of the 500,000 share repurchase described in the preceding
paragraph, and will result in the issuance of an additional number
of shares that will be determined at the close of business on
June 15, 2007.  The company will make a statement of the exact
number of shares that will be issued and thereafter repurchased.

The latest 10b5-1 plan provides for share repurchases to commence
on the later of completion of the 500,000 share repurchase
authorization or June 18, 2007, and continue until all shares
issued as a result of the conversion of the notes have been
purchased.  Any 10b5-1 plan adopted by the company is subject to
price, market, volume and timing constraints specified in the plan
and may be terminated at any time.  Repurchase plans adopted do
not require that any shares be purchased, and there can be no
assurance that any shares will be purchased.

A 10b5-1 plan allows the company to repurchase shares at times
when it would ordinarily not be in the market because of the
company's trading policies or the possession of material non-
public information.

                         About CBRL Group

Based in Lebanon, Tennessee, CBRL Group, Inc. (NASDAQ: CBRL) --
http://www.cbrlgroup.com/-- presently operates 559 Cracker Barrel   
Old Country Store(R) restaurants and gift shops located in 41
states.

                          *     *     *

CBRL Group Inc.'s Zero-Coupon Senior Liquid Yield Option Notes due
2032 carry Moody's Investors Service's 'Ba2' rating and Standard &
Poor's 'B+' rating.


CENTRAL GARDEN: Moody's May Cut Low-B Ratings After Review
----------------------------------------------------------
Moody's Investors Service placed the ratings of Central Garden &
Pet Company under review for possible downgrade.

The review was prompted by the company's announcement that
operating performance will be weaker than anticipated, reflecting
unfavorable weather conditions in the Southeastern U.S. that have
affected the lawn and garden business.

Moody's is also concerned that this issue compounds other business
challenges, including soft demand in the aquatics category and
continued volatility in grain prices that has pressured bird seed
margins.  LGD assessments are subject to change upon completion of
the review.

These ratings were placed under review for possible downgrade:

   -- Corporate family rating at Ba3;

   -- Probability-of-default rating at Ba3;

   -- $150 million senior subordinated notes due 2013 at B2;

   -- $350 million senior secured revolving credit facility due
      2011 at Ba2;

   -- $300 million senior secured term loan due 2012 at Ba2.

Moody's review will focus on the impact of weaker than expected
results on credit metrics, the outlook for the remainder of fiscal
2007, the company's ability to comply with financial covenants
under the senior secured credit facilities that were recently
amended, its liquidity position, the potential for excess
inventories, and the performance of other key regions.

Headquartered in Walnut Creek, California, Central Garden & Pet
Company (NASDAQ: CENT) -- http://www.central.com/-- markets and
produces branded products for the lawn & garden and pet supplies
markets.  Products are sold to specialty independent and mass
retailers.  The company also provides a host of other regional and
application-specific garden and pet brands and supplies.  The
company has approximately 5,000 employees, primarily in North
America and Europe.  The company has a presence in the United
Kingdom.  Sales were $1.7 billion for the 12 months ended March
31, 2007.


CITIGROUP MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Citigroup Mortgage Loan Trust 2007-AHL2 and
ratings ranging from Aa1 to Ba1 to the mezzanine certificates in
the deal.

The securitization is backed by adjustable-rate (72.02%) and
fixed-rate (27.98%) subprime residential mortgage loans acquired
by Citigroup Global Markets Realty Corp.  The collateral was
originated by Accredited Home Lenders, Inc.  The ratings are based
primarily on the credit quality of the loans, and on the
protection against credit losses provided by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
an interest rate swap agreement provided by Swiss Re Financial
Products Corporation.  Moody's expects collateral losses to range
from 4.95% to 5.45%.

Countrywide Home Loans Servicing, L.P. will service the loans.

The complete rating actions are

   * Citigroup Mortgage Loan Trust 2007-AHL2

   * Asset-Backed Pass-Through Certificates, Series 2007-AHL2

                     Class A-1, Assigned Aaa
                     Class A-2, Assigned Aaa
                     Class A-3A, Assigned Aaa
                     Class A-3B, Assigned Aaa
                     Class A-3C, Assigned Aaa
                     Class M-1, Assigned Aa1
                     Class M-2, Assigned Aa2
                     Class M-3, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class M-7, Assigned Baa1
                     Class M-8, Assigned Baa2
                     Class M-9, Assigned Baa3
                     Class M-10, Assigned Ba1


CNC PASS-THROUGH: Credit Enhancement Cues S&P to Affirm BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B certificate from CNC Pass-Through Certificates Series 1994-1 to
'A' from 'BBB+'.  At the same time, S&P affirmed the rating on
class C from the same transaction at 'BB+'.
     
The raised rating reflects increased credit enhancement due to
continued loan amortization and payoffs.  The affirmed rating
reflects credit enhancement that adequately supports the rating.
     
The trust's collateral consists of 13 loans with an aggregate
balance of $23.6 million, all of which are fully amortizing.  All
of the loans are secured by properties with credit tenant leases
to Sears Holdings Corp. (formerly known as Kmart; BB+/Stable/--,
71%), Food Lion (BB+/Positive/--, 24%), Winn-Dixie (NR, 3%), and
Walgreen Co. (A+/Stable/A-1, 2%).
     
The servicer, Deutsche Bank Trust Co. Americas, reported two loans
($2.3 million, 10%) on its May 2007 watchlist.  The larger loan
($1.3 million, 6%), secured by a property in Ruskin, Florida, was
formerly occupied by Food Lion but has been vacant since 2000.  
The inspection noted that the property is in need of cosmetic
maintenance.  The smaller loan ($1 million, 4%), secured by a
property in Murfreesboro, North Carolina, is currently occupied by
Food Lion.  The loan is on the watchlist because the borrower
submitted payments after the grace period for several months.
     
Standard & Poor's analysis of the transaction considered
concentration and adverse selection risk, particularly geographic
concentrations in tertiary markets, tenant concentration, and
potential adverse selection given the small number of remaining
loans.  The analysis also considered the lack of triple-net or
bondable leases.  Offsetting some of these concerns is a reserve
account with a current balance of $1.5 million.  The account is
available to pay shortfalls in the amounts payable to the
certificates and was factored into Standard & Poor's analysis.
     
As the transaction is a CTL pool, the associated ratings are
correlated with the ratings assigned to the underlying
tenants/guarantors.  The ratings on the certificates may fluctuate
over time as the ratings of the underlying tenants/guarantors
change.
     
Standard & Poor's revalued or stressed various loans in its
analysis and reviewed the resultant credit enhancement levels in
conjunction with the levels determined by Standard & Poor's credit
lease default model.


CONVERGEX HOLDINGS: LiquidPoint Buy Cues Moody's to Hold B2 Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of ConvergEx Holdings LLC following the company's announcement of
a definitive agreement to acquire Liquid Point LLC and First
Traders Analytical Solutions LLC.

Moody's also affirmed its B3 rating on the $180 million second-
lien term loan.  The B1 ratings on the $420 million first-lien
term loan and the $75 million first-lien revolving credit facility
were placed on review for a possible downgrade pending the final
deal financing structure and ConvergEx's resultant capital
structure.

In explaining its rating action, Moody's noted that LiquidPoint,
which specializes in agency-only options brokerage and the sale
and marketing of options trading and order routing software, has
the potential to broaden ConvergEx's product offering and the
lessen the company's dependence on cash equities trading volumes.  
Equity options are a fast-growing asset class, which is being
increasingly embraced by market participants, and the ability to
offer a front-end order management solution for options along with
(and integrated into) its Eze Castle's software product suite
should bolster CovergEx's ability to compete for trade analytics
and order management market share, particularly within the
alternative investor community.  The addition of an agency-only
options brokerage capability is also a positive step in that it
diversifies ConvergEx's trading volume-based revenues away from
pure cash equities.

Although the acquisition of LiquidPoint will result in a modest
increase in cash flow leverage and will exert pressure on the
already thin interest coverage, the issuer's credit profile
remains consistent with a B2 corporate family rating as a result
its solid performance and the de-leveraging undertaken by the firm
in the last six months.

The rating agency noted, however, that, subject to its review of
the final terms of the financing, the B1 rating on the first-lien
facilities may be downgraded to B2.  The B1 rating on the first-
lien facilities, which is one notch higher than the CFR, currently
benefits from the structural subordination of the second-lien
facilities and the mezzanine note in the capital structure of the
firm.  However, were a meaningful portion of new debt to rank on
terms pari pasu with those of the first-lien facilities, the
relative amount of debt structurally subordinate to the first lien
facilities may be insufficient to support a one-notch lift
relative to the CFR.

What Could Change the Rating -- UP

The ratings could go up if the company achieves and sustains its
targets of lower leverage and improved interest coverage by means
of an aggressive reduction of debt and/or strong growth in
earnings.  A sustained and profitable growth in revenue,
particularly from sources less dependent on cyclical revenue
drivers like trading volumes, would also exert upward pressure on
the ratings.

What Could Change the Rating -- DOWN

The ratings could go down if there is a significant change in the
capital structure that increases leverage and negatively impacts
the already thin interest coverage. Also weighing negatively on
the ratings would be a deterioration of credit metrics caused by a
slowdown in earnings stemming from a prolonged decline in executed
trade volumes or market share erosion in the company's major
business lines.

These ratings were affirmed:

   * ConvergEx Holdings LLC:

     -- Corporate Family Rating -- B2

   * BNY ConvergEx Group LLC and EZE Castle Software Inc:

   -- $180 7.5-Year Second-Lien Term Loan -- B3

These ratings were placed on review for a possible downgrade:

   * BNY ConvergEx Group LLC and EZE Castle Software Inc:

     -- $420 Million 7-Year First-Lien Term Loan -- B1

     -- $75 Million 6-Year First-Lien Revolving Credit Facility
        -- B1

BNY ConvergEx Group LLC, headquartered in New York City, New York,
is a global agency brokerage and technology company, which
generated $119 million of revenue in fourth quarter 2006.


CREDIT SUISSE: S&P Junks Rating on 2001-11 Class C-B-5 Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class I-
B-2 issued by Credit Suisse First Boston Mortgage Securities
Corp.'s series 2002-9 to 'BBB' from 'A'.  The rating remains on
CreditWatch negative.  Concurrently, S&P lowered its rating on
class C-B-5 from CSFB's series 2001-11 to 'CCC' from 'B' and
removed it from CreditWatch negative.  Concurrently, S&P placed
its 'A' rating on class B from CSFB ABS Trust Series 2002-HE4 on
CreditWatch with negative implications.  In addition, S&P affirmed
its ratings on three classes from three series and removed them
from CreditWatch negative.  Finally, S&P's ratings on eight
classes from eight series of mortgage pass-through certificates
issued by CSFB remain on CreditWatch negative.
     
The downgrade of class I-B-2 from series 2002-9 reflects the
erosion of credit support for the class due to monthly net losses.  
Moreover, total and severe delinquencies (90-plus days,
foreclosures, and REOs) were 16.30% and 9.78% of the current pool
balance, respectively, and cumulative realized losses were 0.59%
of the original pool balance.  The downgrade of class C-B-5 from
series 2001-11 to 'CCC' reflects S&P's expectation that the
realized loss from the $322,540 REO loan upon liquidation may
exceed the $44,727 in available credit support to the class.  This
scenario is likely due to the carrying cost associated with the
loan since default, including the past 11 months that it has been
in REO status.  S&P removed this rating from CreditWatch negative
because it was lowered to 'CCC'.  According to Standard & Poor's
surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch negative.
     
S&P placed its 'A' rating on class B from CSFB ABS Trust Series
2002-HE4 on CreditWatch with negative implications due to monthly
losses that have significantly outpaced excess interest, which
resulted in the continued erosion of overcollateralization to
0.42% currently, which is below its target of 0.50%.  Total and
severe delinquencies for loan groups one and two were 17.35% and
11.24%, respectively.  Cumulative realized losses were 2.86%.
     
The affirmation of three ratings and their removal from
CreditWatch negative reflect the improvement in the performance of
these collateral pools.  Monthly net losses have been lower than
monthly excess interest, which has allowed the O/C for series
2001-11 group three to build for several months, while for series
2002-AR31 group seven, the O/C has rebuilt to its 0.50% target.  
Although the O/C for series 2002-22 group two was completely
eroded, the group has been incurring losses at a rate that will
not compromise the credit support to the classes in the near term.  
However, total delinquencies for series 2001-11 group three were
30.49%, all severe, while cumulative realized losses were 0.62%.
Series 2002-AR31 group seven had total delinquencies of 41.50% and
no severe delinquencies.  Cumulative realized losses for group
seven were 0.53%. Lastly, series 2002-22 group two had total and
severe delinquencies of 11.58% and 6.91%, respectively, with
cumulative realized losses of 1.43%.
     
The ratings on the eight classes from eight series that remain on
CreditWatch with negative implications reflect severe
delinquencies relative to available credit support.  The
liquidation of the severely delinquent loans could result in loss
severities that will further compromise the available credit
support, thus causing additional downgrades.  As of the May 2007
distribution, total and severe delinquencies for these eight
transactions ranged from 11.32% and 7.35%, respectively, for
series 2002-34, to 43.28% and 24.18%, respectively, for series
2001-HE22.  Cumulative realized losses ranged from 0.58% for
series 2002-9 group two to 4.44% for series 2002-HE4 collateral
group three.  Series 2002-HI23 had total and severe delinquencies
of 8.88% and 2.20%, respectively, and cumulative realized losses
of 9.46%.  The collateral for series 2002-HI23 consists of high
loan-to-value subprime mortgage loans.
     
Standard & Poor's will continue to closely monitor the performance
of these transactions.  If losses decline to a point at which they
no longer exceed excess interest, and the level of O/C has not
been further eroded, S&P will affirm the ratings and remove them
from CreditWatch. Conversely, if losses continue to exceed excess
interest and further erode O/C, we will take additional negative
rating actions on the affected classes.


       Rating Lowered and Remaining on Creditwatch Negative

       Credit Suisse First Boston Mortgage Securities Corp.
            Mortgage-backed pass-through certificates

          Series    Class      To                From
          ------    -----      --                ----
          2002-9    I-B-2      BBB/Watch Neg     A/Watch Neg


       Rating Lowered and Removed from Creditwatch Negative

       Credit Suisse First Boston Mortgage Securities Corp.
            Mortgage-backed pass-through certificates

             Series    Class      To          From
             ------    -----      --          ----
             2001-11   C-B-5      CCC         B/Watch Neg


             Rating Placed On Creditwatch Negative

                CSFB ABS Trust Series 2002-HE4
              Mortgage pass-through certificates

         Series    Class      To                From
         ------    -----      --                ----
         2002-HE4  B          A/Watch Neg       A


      Ratings Affirmed and Removed From Creditwatch Negative

       Credit Suisse First Boston Mortgage Securities Corp.
            Mortgage-backed pass-through certificates

              Series     Class       To       From
              ------     -----       --       ----
              2002-22    II-B-1      BBB+     BBB+/Watch Neg
              2002-AR31  VII-M-2     BBB      BBB/Watch Neg
              2001-11    III-M-1     BBB      BBB/Watch Neg


            Ratings Remaining on Creditwatch Negative

       Credit Suisse First Boston Mortgage Securities Corp.
            Mortgage-backed pass-through certificates

                 Series    Class          Rating
                 ------    -----          ------
                 2002-22   I-M-2          A+/Watch Neg
                 2002-9    II-B           B/Watch Neg


                   CSFB ABS Trust Series 2002-HE4
                 Mortgage pass-through certificates

                  Series     Class          Rating
                  ------     -----          ------
                  2002-HE4   M-F-2          A/Watch Neg


                       CSFB ABS Trust 2002-HI23
                          Asset-backed notes

                   Series     Class          Rating
                   ------     -----          ------
                   2002-HI23  B-2            BB/Watch Neg


                  CSFB ABS Trust Series 2001-HE22
                 Mortgage pass-through certificates

                  Series     Class          Rating
                  ------     -----          ------
                  2001-HE22  M-2            A/Watch Neg


                  CSFB ABS Trust Series 2002-HE11
                 Mortgage pass-through certificates

                  Series     Class          Rating
                  ------     -----          ------
                  2002-HE11  B-1            BB/Watch Neg

              CSFB Mortgage-Backed Trust Series 2002-34
              Mortgage-backed pass-through certificates

                  Series     Class          Rating
                  ------     -----          ------
                  2002-34    D-B-4          BB/Watch Neg


                   SFB ABS Trust Series 2001-HE25
                 Mortgage pass-through certificates

                  Series     Class          Rating
                  ------     -----          ------
                  2001-HE25  M-2            A/Watch Neg


DBDS MELBOURNE: Gets Court's Nod to Hire Rice Pugatch as Counsel
----------------------------------------------------------------
D.B.D.S. Melbourne, L.L.C. obtained from the U.S. Bankruptcy Court
for the Southern District of Florida permission to employ Lisa M.
Schiller, Esq., at Rice Pugatch Robinson & Schiller, P.A., as its
counsel.

Rice Pugatch will:

     a. give advise to the Debtor with respect to its powers and
        duties as a debtor-in-possession and the continued
        management of its business operations;

     b. advice the Debtor with respect to its responsibilities in
        complying with the U.S. Trustee's operating guidelines and
        reporting requirements and with the rules of the Court;

     c. prepare motions, pleadings, orders, applications,
        adversary proceedings, and other legal documents necessary
        in the administration of the case;

     d. protect the interest of the Debtor in all matters pending
        before the Court; and

     e. represent the Debtor in negotiation with its creditors in
        the preparation of a plan.

Documents filed with the court did not disclose the firm's hourly
rates.

However, prior to the bankruptcy filing, Rice Pugatch received
from non-debtor third parties, Steve Berman and Daren S. Schwartz,
a $25,000 retainer for representing the Debtor.  Ms. Schiller's
affidavit of proposed counsel shows that Mr. Berman and Mr.
Schwartz have agreed to employ a separate firm should they elect
to retain their own counsel despite the retainer they paid the
firm on the Debtor's behalf.  

Rice Pugatch assures the Court that neither the firm nor Ms.
Schiller will represent or will accept any fee from any other
entity, except the Debtor-in-possession.

To the best of the Debtor's knowledge, neither Rice Pugatch does
not represent any interest adverse to the Debtor or the estate.

The firm can be reached at:

             Lisa M. Schiller, Esq.
             Rice Pugatch Robinson & Schiller, P.A.,
             101 Northeast Third Avenue, Suite 1800
             Ft. Lauderdale, Florida 33301
             Tel: (954) 462-8000
             Fax: (954) 462-4300
             http://www.rprslaw.com/

Based in Coconut Grove, Florida, D.B.D.S. Melbourne, L.L.C. owns
real estate properties.  The company filed for Chapter 11
protection on May 9, 2007 (Bankr. S.D. Fl. Case Nos. 07-13465).  
When the Debtors filed for protection from their creditors, they
listed total assets of $22,528,298 and total debts of $17,015,461.


DEUTSCHE ALT-A: Moody's Rates Class M-10 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Deutsche Alt-A Securities Mortgage Loan
Trust, Series 2007-OA3 and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by first lien, adjustable-rate,
negative amortization Alt-A mortgage loans originated by
Countrywide Home Loans, Inc. (66.2%), MortgageIT, Inc. (26.89%),
and other mortgage lenders, none individually exceeding 10%, and
acquired by DB Structured Products, Inc.  The ratings are based
primarily on the credit quality of the loans and on protection
against credit losses by subordination, excess spread, and
overcollateralization.  The ratings also benefit from the
interest-rate swap agreement provided by Deutsche Bank AG New York
Branch. Moody's expects collateral losses to range from 0.85% to
1.05%.

Countrywide Home Loans Servicing LP, and GMAC Mortgage, LLC will
service the mortgage loans and Wells Fargo Bank, N.A. (Wells
Fargo) will act as master servicer.  Moody's has assigned Wells
Fargo its servicer quality rating of SQ1 as a master servicer of
mortgage loans.

The complete rating actions are:

   * Deutsche Alt-A Securities Mortgage Loan Trust 2007-OA3

   * Mortgage Pass-Through Certificates

                      Class A-1, Assigned Aaa
                      Class A-2, Assigned Aaa
                      Class A-3, Assigned Aaa
                      Class M-1, Assigned Aa1
                      Class M-2, Assigned Aa1
                      Class M-3, Assigned Aa2
                      Class M-4, Assigned Aa2
                      Class M-5, Assigned Aa3
                      Class M-6, Assigned A1
                      Class M-7, Assigned A2
                      Class M-8, Assigned Baa2
                      Class M-9, Assigned Baa2
                      Class M-10, Assigned Ba1


DLJ MTG: Moody's Lifts Rating to Ba1 on Class B-3TB Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of three classes and
affirmed the ratings of four classes of DLJ Mortgage Acceptance
Corp., Commercial Mortgage Pass-Through Certificates, Series 1997-
CF2 as:

   -- Class CP, Notional, affirmed at Aaa;
   -- Class S, Notional, affirmed at Aaa;
   -- Class A-2, $26,795,717, Fixed, affirmed at Aaa;
   -- Class A-3, $46,400,000, Fixed, affirmed at Aaa;
   -- Class B-1, $36,400,000, Fixed, upgraded to Aaa from A2;
   -- Class B-2, $13,200,000, Fixed upgraded to A1 from Baa2;
   -- Class B-3TB, $6,045,020, Fixed, upgraded to Ba1 from B1.

As of the May 14, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 75.0%
to $165.5 million from $661.9 million at securitization. The
Certificates are collateralized by 29 mortgage loans.  The loans
range in size from less than 1.0% to 14.9% of the pool, with the
top 10 loans representing 70.3% of the pool.

Two loans, representing 9.7% of the pool, have defeased and are
collateralized by U.S. Government securities.  Ten loans have been
liquidated from the pool, resulting in an aggregate realized loss
of approximately $33.4 million.  There are no loans currently in
special servicing.  Seven loans, representing 10.6% of the pool,
are on the master servicer's watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for 87.0% and 97.0%, respectively, of the pool.  
Moody's weighted average loan to value ratio for the conduit
component is 66.1%, compared to 77.8% at last review in July 2006
and compared to 93.2% at securitization.  Moody's is upgrading
Classes B-1, B-2 and B-3TB due to increased credit enhancement
from loan payoffs and amortization.  Interest shortfalls have
accumulated to approximately $4.7 million and affect Class B-4.

The top three non-defeased loan exposures represent 29.7% of the
outstanding pool balance.  The largest loan exposure is the West
Ridge Loans ($25.2 million -- 15.2%), which includes the West
Ridge Market Loan and the West Ridge Market TIF Loan.  The West
Ridge Market loan is secured by a 260,000 square foot power center
located in Minnetonka, Minnesota.  The West Ridge Market TIF is
collateralized by a tax increment financing note from the City of
Minnetonka.  The loan set has benefited significantly from the
amortization of the West Ridge Market TIF.  Moody's LTV is 49.4%,
compared to 53.8% at last review and compared to 71.8% at
securitization.

The second largest loan is the Fox River Commons Shopping Center
Loan ($12.1 million -- 7.3%), which is secured by a 222,175 square
foot retail center located in Naperville, Illinois. Performance
has improved due to higher income and stable expenses.  The loan
has amortized by approximately 16.3% since securitization.  
Moody's LTV is 58.5%, compared to 65.5% at last review and
compared to 75.9% at securitization.

The third largest loan is the Longview Apartments Loan ($11.8
million -- 7.1%), which is secured by a 374-unit apartment complex
located in Woodbridge, Virginia.  Performance has improved since
securitization due to rental increases.  The loan has amortized by
approximately 10.8% since securitization. Moody's LTV is 67.8%,
compared to 74.3% at last review and compared to 90.1% at
securitization.

A unique feature of this transaction is the use of excess spread
from a portion of the Class S to hyper-amortize Classes B-2TB and
B-3TB.  Class B-3OC had a zero principal balance at securitization
but its principal balance accretes over time in the amount of the
principal pay downs applied to Classes B-2TB and B-3TB up to a
maximum amount of $36.4 million.  Accordingly, the former balance
of Class B-2TB ($21,800,000) has been eliminated and the balance
of Class B-3TB has declined by approximately $8.5 million while
the balance of Class B-3OC has increased to the $36.4 million
limit from $0 at securitization.


DOLLAR GENERAL: Buck Acquisition to Enter Financing Plan on Merger
------------------------------------------------------------------
Dollar General Corporation was advised by Buck Acquisition Corp.
of its anticipated financing plan relating to its merger with and
into Dollar General pursuant to the previously announced agreement
and plan of merger entered into on March 11, 2007.

After completion of the financing transactions, which are
scheduled to close at the same time as the Merger, it is expected
that the company would have indebtedness of approximately $5.4
billion outstanding -- including amounts undrawn under a revolving
credit facility -- consisting of:

   * new senior secured credit facilities with $2,430 million
     under a senior secured term loan facility and $1,000 million
     under a senior secured asset-based revolving credit facility
     (of which $302 million is anticipated to be drawn on the
     closing date);

   * new unsecured senior indebtedness of $1,350 million,
     anticipated to consist of $625 million of senior cash-pay
     notes and $725 million of senior pay-in-kind toggle notes;

   * new unsecured senior subordinated indebtedness of $550
     million, anticipated to consist of senior subordinated cash-
     pay notes; and

   * approximately $68 million of certain of Dollar General's
     existing indebtedness which will be retained following the
     Merger.

In addition, after completion of the Merger and related financing
transactions, it is anticipated that the company would retain
approximately $180 million of cash on its balance sheet and
receive an equity contribution of $2,775 million from KKR and
other private equity and third party investors.  The financing
plan assumes that all of the $200 million outstanding aggregate
principal amount of Dollar General's 8-5/8% Notes due 2010 will be
tendered pursuant to the tender offer and related consent
solicitation launched by Buck on June 4, 2007.  To the extent that
any Notes are not tendered, they will remain outstanding following
completion of the Merger.

Buck is indirectly controlled by investment funds affiliated with
Kohlberg Kravis Roberts & Co. L.P.

                      About Dollar General

Based in Goodlettsville, Tennessee, Dollar General Corp. (NYSE:
DG) -- http://www.dollargeneral.com/-- is a Fortune 500(R)  
discount retailer with 8,276 neighborhood stores as of Nov. 24,
2006.  Dollar General stores offer convenience and value to
customers by offering consumable basic items that are frequently
used and replenished, such as food, snacks, health and beauty
aids, and cleaning supplies, as well as a selection of basic
apparel, house wares, and seasonal items at everyday low prices.

                         *     *     *

Moody's Investors Service confirmed Dollar General Corp.'s Ba1
corporate family rating and downgraded its Ba1 rating on the
company's $200 million 8-5/8% senior unsecured notes to Ba2 in
connection with the rating agency's implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology.


EASTMAN HILL: Moody's Cuts Rating to Ca on $25 Mil. Class Notes
---------------------------------------------------------------
Moody's Investors Service downgraded its ratings of these Class of
Notes issued by Eastman Hill Funding I, Ltd., a  collateralized
debt obligation issuance:

   * The $25,000,000 Combination Securities Due 2031

   -- Prior Rating: Caa3 (on watch for possible downgrade)
   -- Current Rating: Ca

Moody's also has removed from watch for possible downgrade these
Class of Notes issued by Eastman Hill Funding I, Ltd.:

   * The $10,000,000 Class A-3 Floating Rate Notes Notes
     Due 2031

   -- Prior Rating: A2 (on watch for possible downgrade)
   -- Current Rating: A2

According to Moody's, the rating action with respect to the
Combination Securities was prompted primarily by deterioration in
the credit quality of the underlying collateral pool.


EDP INC: Moody's Junks Proposed $410 Mil. Second Lien Term Loan
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating with a stable outlook to EPD Inc, a division of The
Goodyear Tire & Rubber Company.

Additionally, Moody's assigned a Ba3 rating to the company's
proposed $650 million 7-year first lien term loan, $100 million 6-
year senior secured revolving credit facility and 7-year $100
million delayed draw term loan, as well as a Caa1 rating to the
proposed $410 million 8-year second lien term loan.  The ratings
are subject to review of the final financing documentation.

The B2 corporate family rating reflects the company's high pro
forma leverage (6.9 times debt to trailing twelve-month EBITDA as
of March 31, 2007, using Moody's standard adjustments), modest
cash flow to debt metrics, as well as EPD's exposure to volatile
end-user markets creating revenue variability.  In addition, the
rating reflects the challenge faced by the company to restore the
profitability and cash flows of its loss-making transportation OE
business and the risk of higher raw material costs, which
represent more than half of COGS.

On the other hand, the rating is supported by EPD's solid market
positions, customer and end-market diversity, the retained
Goodyear brand, the company's large installed base of products and
extensive distribution footprint.  The rating also factors in the
continuation of cost-cutting efforts initiated under Goodyear's
ownership and the generation of positive free cash flow, though
the rating agency cautions that EPD has no track record as a
stand-alone entity.

The rating outlook is stable, reflecting Moody's expectation of a
modest improvement of credit metrics in the next twelve to
eighteen months and a recurrent basis of cash flows supported by
EPD's end-market diversity.  It also considers that the planned
joint-venture with an industrial manufacturer overseas will be
leverage-neutral and will not negatively affect EPD's free cash
flow.

The ratings for the first lien and second lien facilities reflect
the overall probability of default of the company, to which
Moody's has assigned a probability of default rating of B2, and a
loss given default of LGD 3 for the first lien term loan, delayed
draw term loan and revolver as well as LGD 5 for the second lien
term loan.  The Ba3 rating of the first lien senior secured term
loan, delayed draw term loan and revolving credit facility
reflects their senior position in EPD's capital structure, full
guarantees of existing and future domestic subsidiaries, a pledge
on all tangible and intangible assets of domestic subsidiaries and
a pledge on 65% of the capital stock of the borrower's foreign
subsidiaries, as well as a substantial amount of more junior debt.  
The Caa1 rating of the second lien term loan reflects its
effective subordination to all first lien creditors.

Ratings assigned:

   -- B2 Corporate Family Rating
   -- B2 Probability of Default Rating
   -- Ba3 First Lien Term Loan due 2014 (LGD 3/31%)
   -- Ba3 Senior Secured Revolver due 2013 (LGD 3/31%)
   -- Ba3 First Lien Delayed Draw Term loan due 2014 (LGD 3/31%)
   -- Caa1 Second Lien Term Loan due 2015 (LGD 5/81%)

On March 23, 2007, Carlyle executed a definitive Purchase and
Sales agreement to acquire EPD, Goodyear's Engineered Product
Division, for $1,483 million or 9 times adjusted EBITDA for the
trailing twelve months ended March 31, 2007.  Carlyle intends to
finance the acquisition, which is expected to close in the next
few weeks, with the above mentioned bank facilities ($25 million
will be drawn under the revolver at closing) and a $465 million
common equity contribution.  EPD could also contemplate
reinforcing its presence overseas in the short term through the
joint-venture with an industrial manufacturer, which will be
financed with the proceeds from the delayed draw term loan.

Based in Akron, Ohio, EPD is a leading manufacturer of engineered
rubber products for industrial, military, consumer and
transportation end users.  For the 12 months period ending March
31, 2007, EPD generated revenues of approximately $1,541 million.


EPD INC: S&P Assigns Corporate Credit Rating at B  
-------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Akron, Ohio-based EPD Inc., which is an entity
established by the Carlyle Group to acquire the Engineered
Products Division of the Goodyear Tire & Rubber Co.
     
At the same time, 'B+' bank loan ratings and '2' recovery ratings
were assigned to the company's proposed $100 million revolving
credit facility, $650 million first-lien senior secured term loan,
and $100 million senior secured delayed draw term loan, indicating
expectation of substantial recovery (70%-90%) in the event of a
default.
     
In addition, Standard & Poor's assigned its 'CCC+' bank loan
rating and '6' recovery rating to the company's $410 million
second-lien senior secured term loan, indicating negligible (0%-
10%) recovery in the event of a payment default.  The outlook is
stable.
     
Proceeds will be used to finance a leveraged buyout of EPD.  The
Carlyle Group has agreed to purchase EPD for a total consideration
of $1.483 billion excluding transaction costs.  Pro forma for the
transaction, consolidated debt outstanding is approximately
$1.2 billion.


EPIXTAR CORP: Exclusive Plan Filing Period Extended Until June 28
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
extended Epixtar Corp. and its debtor-affiliates' exclusive
periods to:

     a. file a Chapter 11 plan until June 28, 2007; and

     b. solicit acceptance of that plan until Aug. 27, 2007.

This is the Debtors' seventh extension of their exclusive periods.

The Debtors reminded the Court they are in negotiations with the
Official Committee of Unsecured Creditors regarding treatment that
could be afforded to the Committee under a proposed plan of
reorganization.  In addition, the Debtors' affiliate in the
Philippines is in the process of filing the equivalent of a plan
of reorganization.

The Debtors assure the Court that extension will not prejudice the
legitimate interests of its creditors and other parties in
interest and will afford a meaningful opportunity for the Debtors
to pursue a confirmable and consensual plan of reorganization.

                       About Epixtar Corp.

Based in Miami, Florida, Epixtar Corp. fdba Global Assets
Holding Inc. -- http://www.epixtar.com/-- acquires or   
establishes companies specialized in mass-market communication
products.  Epixtar operates through its subsidiaries, National
Online Services Inc. and One World Public.  Epixtar currently
maintains two contact centers in Manila, Philippines, with
developmental plans to expand to additional centers over the
next 24 months.  The company and its debtor-affiliates filed for
Chapter 11 protection on October 6, 2005 (Bank. S.D. Fla. Case
No. 05-42040).  Michael D. Seese, Esq., at Kluger, Peretz,
Kaplan & Berlin, P.L., represents the Debtors in their
restructuring efforts.  Glenn D. Moses, Esq., at Genovese
Joblove & Battista, P.A., represents the company's Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed total assets of
$30,376,521 and total debts of $39,158,724.


FORD MOTOR: Plans to Sell Jaguar & Land Rover Brands, Sources Say
-----------------------------------------------------------------
Ford Motor Co. employed help from investment banks including
Goldman Sachs, HSBC and Morgan Stanley to explore the sale of its
two British luxury brands, various reports say citing unnamed
sources.

The brands, Jaguar and Land Rover, lost $12.6 billion last year,
instigating Ford to initiate a strategy referred to as "Project
Swift" within Ford, which is how Ford wants the sale to be,
according to the reports.

Ford spokesman John Gardiner would neither confirm nor deny
speculation about a sale.

According to Bloomberg News, among the brands, Jaguar has had
recurring losses.  In 2004, Ford disclosed a Jaguar streamlining,
which closed a British plant, cut 1,150 jobs and scraped a 200,000
vehicles-per-year target.

The two are part of Ford's Premier Automotive Group, including
Volvo, which, as reported in the Troubled Company Reporter on
May 31, 2007, was rumored to be on possible sale.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in    
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3-billion of senior convertible notes due
2036.


GENERAL CABLE: Commences $125 Million Senior Notes Offer
--------------------------------------------------------
General Cable Corporation has commenced an offer to the holders of
its $125 million principal amount Senior Floating Rate Notes due
2015 (CUSIP Nos. 369300AE8 and U36606AB4) and its $200 million
principal amount 7.125% Senior Fixed Rate Notes due 2017 (CUSIP
Nos. 369300AF5 and U36606AC2 to exchange such notes for a like
principal amount of its Senior Floating Rate Notes due 2015,
Series B and its 7.125% Senior Fixed Rate Notes due 2017, Series B
which have been registered under the Securities Act of 1933, as
amended.

The Exchange Notes were sold to institutional investors in a
private placement by the company, which was completed in March
2007.  The company was required to carry out the Exchange Offer
under the terms of agreements entered into in the private
placement.

The Exchange Offer is scheduled to expire at 5:00 p.m., New York
City time, on July 20, 2007, unless extended by the company.  The
exchange agent for the exchange offer is U.S. Bank National
Association.

Holders of the Exchange Notes may obtain information pursuant to
the Prospectus dated June 11, 2007 and the related Letter of
Transmittal which more fully set forth the terms of the Exchange
Offer by calling the exchange agent at (800) 934-6802, or by
facsimile at (651) 495-8158.

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes     
aluminum, copper, and fiber-optic wire and cable products.  It
has three operating segments: industrial and specialty (wire and
cable products conduct electrical current for industrial and
commercial power and control applications); energy (cables used
for low-, medium- and high-voltage power distribution and power
transmission products); and communications (wire for low-voltage
signals for voice, data, video, and control applications).  
Brand names include Carol and Brand Rex.  It also produces power
cables, automotive wire, mining cables, and custom-designed
cables for medical equipment and other products.  General Cable
has locations in China, Australia, France, Brazil, the Dominican
Republic and Spain.

                        *     *     *

AS reported in the Troubled Company Reporter on March 13, 2007,
Moody's Investors Service assigned a rating of B1 to the proposed
$325 million senior unsecured notes of General Cable Corporation
consisting of $125 million of floating rate notes and $200 million
fixed rate notes.  Concurrently, Moody's affirmed all other
ratings for this issuer.  The rating outlook remains stable.


HERCULES INC: Moody's Keeps Corporate Family Rating at Ba2
----------------------------------------------------------
Moody's Investors Service affirmed the corporate family Ba2 rating
of Hercules, Inc. and changed the rating outlook to positive from
stable.

At the same time, Hercules speculative grade liquidity rating was
raised to SGL-1 from SGL-2 indicating very good liquidity over the
next 12 months.  The positive outlook reflects Moody's
anticipation that Hercules can reduce debt by roughly $200 million
in 2007 and that this will cause credit metrics to improve to
levels that are strong relative to the Ba2 rating by the end of
this year.  About $21 million of the Term Loan B was paid down in
the first quarter of 2007.  The outlook improvement also reflects
Moody's expectation of further debt reduction in 2008 and 2009,
after which Moody's expects absolute debt levels to stabilize.  
Provided that capital expenditures remain moderate, there are no
large acquisitions and prospective dividend actions/share
repurchases are prudently sized, the company should be able to
generate retained cash flow to adjusted total debt above 20%, free
cash flow to adjusted total debt of over 10%, and a fixed charge
coverage ratio (EBITDA to interest) of over 4.5X times.  If these
metrics are realized Moody's could reassess the appropriateness of
the Ba2 ratings after the end of 2007.  Conversely, an unexpected
increase in legacy liabilities and bolt on acquisitions that would
cause debt to remain at or above $900 million could cause Moody's
outlook to return to stable.

Ratings Raised:

   -- SGL raised to SGL-1 from SGL-2

Ratings affirmed:

   -- CFR: Ba2;

   -- PDR: Ba2;

   -- $150 million Gtd Sr Sec Revolving Credit Facility due
      10/2010, Baa3, LGD2, 18%;

   -- $354 million Gtd Sr Sec Term Loan B due 10/2010, Baa3,
      LGD2, 18%;

   -- $100 million 6.60% Gtd Sr Sec Putable Notes due 2027,
      Baa3, LGD2, 18%;

   -- $16 million 11.125% Gtd Sr Unsec Notes due 2007, Ba2,
      LGD3, 40%;

   -- $250 million 6.75% Gtd Sr Sub Notes due 2029, Ba3, LGD4,
      61%;

   -- $3 million 8.00% Conv Sub Debentures due 2010, B1, LGD5,
      89%;

   -- $217 million 6.50% Jr Sub Deferrable Int. Debentures due
      2029, B1, LGD5, 89%.

The Speculative Grade Liquidity rating was raised reflecting
improvements in:

   (1) the company's cash flow;
   (2) the availability under its committed bank facilities; and
   (3) the headroom under its covenant requirements.

Hercules' Ba2 CFR is supported by leading market positions in its
two main businesses including the Aqualon Group and the Paper
Technologies/Ventures Group and particularly by relatively strong
EBITDA operating margins of over 20% in the Aqualon group.  The
Aqualon Group has the higher organic growth potential while the
Paper Group's growth potential is more aligned with GDP growth
rates.  The rating has been tempered by weak financial metrics
with Debt/EBITDA averaging 4.1X and EBITDA/Interest averaging 3.0X
over the last three years.  The credit profile has been negatively
impacted by legacy liabilities (asbestos and environmental) and
significant debt-like obligations (pensions and operating leases)
although Moody's expects the pension underfunding to improve at
the end of 2007 as it did in 2006.  The rating is supported by
Hercules' significant cash balance, which stood at $160 million as
of March 31, 2007.  Cash increased significantly after the sale of
51% of FiberVisions and $103 million of these proceeds were
subsequently used to redeem all but $16 million of the 11.125%
notes due 2007 via a tender offer.  With the exception of the
ongoing asbestos liability, Moody's expects that the bulk of the
negative cash flow impact related to Hercules' lawsuits and legacy
liabilities will be more muted in the future than it has been in
the recent past.  Hercules will become responsible for the cash
portion of its asbestos settlements and defense expenses starting
in 2008.  These payments will continue until Hercules' Future
Coverage Agreement settlement with its insurers becomes effective,
which occurs after about $260 million of incremental costs have
been paid by the company.  Assuming these costs average $35
million per year, this insurance coverage will not initiate until
after 2014.

Headquartered in Wilmington, Delaware, Hercules Inc. (NYSE: HPC)
-- http://www.herc.com/-- is a global manufacturer and marketer   
of specialty chemicals and related services.  Its principal
products are chemicals for the paper industry, water-soluble
polymers, and specialty resins.  The company has its regional
headquarters in China and Switzerland, and a production facility
in Brazil.  Revenues for the LTM period ending March 31, 2007 were
about $2 billion.


HOLLISTON MILLS: Gets Interim Nod on $1 Million DIP Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
The Holliston Mills Inc. interim authority to obtain
postpetition financing from Agarista ICG Lending LLC to:

    a) fund, among other things, ongoing working capital
       needs; and

    b) pay fees and expenses.

The Court allowed the Debtor to borrow under the interim DIP order
a maximum of $1,000,000 through June 20, 2007.

Additionally, the Debtor obtained authority to use Agarista ICG's
cash collateral.

As adequate protection, the Debtor grants Agarista ICG:

   -- superpriority claims for the DIP Financing; and

   -- replacement security interest in and lien on
      all of the Debtor's assets for any diminution on
      the cash collateral.

Final hearing on the matter is set for June 20, 2007, 10:30 a.m.,
at Courtroom 4, U.S. Bankruptcy Court for the District of
Delaware, 824 N. Market Street, in Wilmington, Delaware.

Based in Church Hill, Tenn., The Holliston Mills Inc. --
http://www.icgholliston.com/-- produces fabrics for various  
coating applications.  The company filed for Chapter 11 protection
on May 21, 2007 (Bankr. D. Del. Case No. 07-10687).  Joseph A.
Malfitano, Esq., Margaret B. Whiteman, Esq., and Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor represent the Debtor in
its restructuring efforts.  Francis A. Monaco Jr., Esq., at
Monzack and Monaco, P.A. is the proposed counsel for the Official
Committee of Unsecured Creditors.  As of March 31, 2007, the
Debtor had total assets of about $28,000,000 and total liabilities
of about $27,500,000.


HOLLISTON MILLS: Selling All Assets at July 26 Auction
------------------------------------------------------
The Holliston Mills Inc. obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to sell
substantially all of its assets at an auction set for 10:00 a.m.
on July 26, 2007.

The public sale will be held at the offices of Young Conaway
Stargatt & Taylor LLP, 17th floor, The Brandywine Building, 1000
West Street, in Wilmington, Delaware.

Agarista ICG Lending LLC, which provides postpetition Financing to
the Debtor, proposed to buy the assets for $11,600,000.

To participate in the auction, competing bids must be sent on or
before July 24, 2007, 12:00 p.m., to:

   a) Chuck Butler
      Palomino Capital LP
      Suite 525
      14881 Quorum Drive
      Dallas, TX 75254
      Fax: (214)853-9159

   b) Young Conaway Stargatt & Taylor
      Attn: Joseph Malfitano
      17th floor
      1000 West Street,
      P.O. Box 391
      Wilmington, DE 19899-0931
    
   c) Lowenstein Sandler PC
      Attn: Mary E. Seymour, Esq.
      65 Livingston Avenue
      Roseland, NJ 07068

The Court will convene a hearing on July 30, 2007, at 3:00 p.m.,
to consider the results of the sale.  Objections are due on July
23, 2007.

Based in Church Hill, Tenn., The Holliston Mills Inc. --
http://www.icgholliston.com/-- produces fabrics for various  
coating applications.  The company filed for Chapter 11 protection
on May 21, 2007 (Bankr. D. Del. Case No. 07-10687).  Joseph A.
Malfitano, Esq., Margaret B. Whiteman, Esq., and Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor represent the Debtor in
its restructuring efforts.  Francis A. Monaco Jr., Esq., at
Monzack and Monaco, P.A. is the proposed counsel for the Official
Committee of Unsecured Creditors.  As of March 31, 2007, the
Debtor had total assets of about $28,000,000 and total liabilities
of about $27,500,000.


IDEARC INC: Completes New Senior Notes Exchange Offer
-----------------------------------------------------
Idearc Inc. has closed its offer to exchange its outstanding
unregistered 8% Senior Notes due 2016, which were originally
issued in a private placement pursuant to Rule 144A and Regulation
S under the Securities Act of 1933, for an equal principal amount
of a new issue of 8% Senior Notes due 2016 registered under the
Securities Act.

Idearc Inc. has accepted all of the old notes that were validly
tendered in the Exchange Offer.  As of the expiration of the
Exchange Offer at 5:00 p.m., Eastern Time, on Tuesday, June 5,
2007, $2,849,875,000, or 99.99%, of the outstanding principal
amount of the old notes had been validly tendered, and were
subsequently exchanged for an equal principal amount of new notes.
A $125,000 principal amount of the old notes remains outstanding.

Idearc Inc. (NYSE: IAR) -- http://www.idearc.com/-- connects   
buyers with sellers with its multi-platform of advertising
solutions including Verizon(R) Yellow Pages and smaller-sized
portable Verizon(R) Yellow Pages Companion Directories,
Superpages.com(R) , Superpages MobileSM, Solutions At Hand(TM)
magazine and Solutions Direct(TM) direct mail packages.  Idearc
provides sales, publishing and other related services for more
than 1,200 distinct directory titles in 35 states and the District
of Columbia.  Superpages.com, the expert in local search with more
than 2.8 billion network searches in 2006 and 18 million
businesses in the United States, offers advertisers a variety of
online advertising solutions.  Superpages Mobile provides local
search functionality for wireless subscribers.

As of March 31, 2007, the company's balance sheet showed
$1.51 billion in total assets and $10.26 billion in total
liabilities, resulting in an $8.75 billion total stockholders'
deficit.


INSIGHT HEALTH: Files Amended Prepackaged Chapter 11 Plan
---------------------------------------------------------
InSight Health Services Holdings Corp. and its debtor-affiliate,
InSight Health Services Corp. filed with the U.S. Bankruptcy Court
for the District of Delaware their Second Amended Joint
Prepackaged Chapter 11 Plan of Reorganization.

                        Treatment of Claims

Under the Second Amended Plan, Administrative, Other Priority and
Priority Tax Claims will be paid in full and in cash, on the
distribution date.

Lender Secured and General Unsecured Claims will also be paid in
full and in cash, on the distribution date.

On the effective date, each holder of FRN Claims will be
reinstated.  FRN refers to the senior secured floating rates notes
due 2001 of the Debtors.

Each holder of Intercompany Claims will also be reinstated.

At the Debtors' option, holders of Other Secured Claims will have,
either:

     a. the property that serves as collateral for the holder's
        claims returned; or

     b. holder's claim cured and reinstated pursuant to Section
        1124(2) of the Bankruptcy Code.

The SSN Indenture Trustee will distribute to each holder of SSN
Claim a pro rata share of 90% of the aggregate new common stock.
The SSN refers to the Debtors' 9.875% senior subordinated notes
dues 2001.

On the distribution date, each holder of Old Common Stock Interest
will receive a pro rata of 10% of the aggregate new common stock.

Holders of Other Interests will not receive any distribution and
will be cancelled.

                       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).  Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, represent
the Debtors.  In schedules filed with the Court, Insight Health
Services Holdings disclosed total assets of $87,102,870 and total
debts of $525,448,053.  Its debtor-affiliates, Insight Health
Services Corp., disclosed total assets of $505,285,296 and total
debts of $525,500,934.


ITC^DELTACOM: Obtains Commitments for Debt and Equity Financing
---------------------------------------------------------------
ITC^DeltaCom Inc. has received commitments for debt and equity
financing intended to deleverage its balance sheet, simplify its
capital structure, and enhance its liquidity profile.

The committed refinancing includes commitments from:

   a) affiliates of Credit Suisse to provide $240 million of first
      lien credit facilities and to purchase $29 million of common
      stock;
   
   b) investment funds associated with Tennenbaum Capital Partners
      LLC, a current lender, to provide a $75 million second lien
      credit facility and to exchange $25 million of third lien
      debt and all preferred shares and warrants held by them for
      common stock; and
   
   c) investment funds associated with Welsh, Carson, Anderson &
      Stowe, the company's majority shareholder and a current
      lender, to purchase $21 million of common stock and to
      exchange $23.5 million of third lien debt and all preferred
      shares and warrants held by them for common stock.

In addition, the company said that it intends to exchange common
stock for its other closely held outstanding series of preferred
shares.  

The net effect of the transactions will be to completely refinance
the company's outstanding debt and eliminate three series of
preferred stock and related warrants, leaving the company with
$305 million of first and second lien funded debt, a $10 million
undrawn revolver, approximately 81 million shares of common stock
outstanding on a fully diluted basis, and cash on hand of
approximately $50 million.  The transactions were approved by a
committee of independent directors with the assistance of
independent legal and investment advisors because of the
participation of Welsh Carson and Tennenbaum.
    
"When consummated, the transactions will significantly reduce the
company's outstanding debt, lower the company's cost of capital,
position the company to seek re-listing on the NASDAQ, and make
its balance sheet more transparent by eliminating the confusing
overhang of convertible preferred shares and warrants," Randall E.
Curran, ITC^DeltaCom's chief executive officer, said.  "The
company is gratified that its long term investors were willing to
invest additional capital and convert their debt and preferred
equity positions to common equity."
    
The completion of each of these financing transactions is
conditioned on the completion of the others well as other
customary financing conditions.  Subject to the satisfaction of
these conditions, the company currently expects it will close the
transactions early in the third quarter of 2007.
    
Miller Buckfire & Co. LLC acted as the company's financial advisor
on this transaction.  
  
The shares of common stock issued in the refinancing transactions
will not be registered under the Securities Act of 1933 and may
not be offered or sold in the United States absent registration
under the Securities Act of 1933 or an applicable exemption from
such registration requirements.

                      About ITC^DeltaCom

Headquartered in Huntsville, Alabama, ITC^DeltaCom Inc. offers
integrated voice and data communications, including local and
long-distance phone service and DSL Internet access, primarily to
business customers.  The company also wholesales transmission
capacity on its fiber-optic network, which spans more than 10,000
miles from Florida to New York, to other carriers.  The depressed
telecom sector forced the company into bankruptcy in 2002, and it
emerged with investment firm Welsh Carson owning a controlling
equity stake (it now owns 72%).

At March 31, 2007, the company's balance sheet showed total assets
of $420.7 million, total liabilities of $528.5 million, resulting
in a total stockholders' deficit of $107.8 million.


J.P. MORGAN: Moody's Rates Six Certificate Classes at Low-B
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of 23 classes of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-LDP3 as:

   -- Class A-1, $44,886,071, affirmed at Aaa;
   -- Class A-2, $238,973,000, affirmed at Aaa;
   -- Class A-3, $269,596,000, affirmed at Aaa;
   -- Class A-4A, $546,251,000, affirmed at Aaa;
   -- Class A-4B, $78,036,000, affirmed at Aaa;
   -- Class A-SB, $104,651,000, affirmed at Aaa;
   -- Class A-1A, $313,438,735, affirmed at Aaa;
   -- Class A-J, $151,703,000, affirmed at Aaa;
   -- Class X-1, Notional, affirmed at Aaa;
   -- Class X-2, Notional, affirmed at Aaa;
   -- Class B, $37,925,000, affirmed at Aa2;
   -- Class C, $17,699,000, affirmed at Aa3;
   -- Class D, $37,926,000, affirmed at A2;
   -- Class E, $17,699,000, affirmed at A3;
   -- Class F, $27,812,000, affirmed at Baa1;
   -- Class G, $20,227,000, affirmed at Baa2;
   -- Class H, $25,284,000, affirmed at Baa3;
   -- Class J, $10,113,000, affirmed at Ba1;
   -- Class K, $10,114,000, affirmed at Ba2;
   -- Class L, $7,585,000, affirmed at Ba3;
   -- Class M, $2,528,000, affirmed at B1;
   -- Class N, $7,586,000, affirmed at B2;
   -- Class O, $5,056,000, affirmed at B3.

As of the May 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.1%
to $2.00 billion from $2.02 billion at securitization.  The
Certificates are collateralized by 232 mortgage loans.  The loans
range in size from less than 1.0% to 8.5% of the pool, with the
top 10 loans representing 34.3% of the pool.  The pool includes
one shadow rated loan, representing 5.0% of the outstanding pool
balance.  There are currently no loans in special servicing.  
There have been no loans liquidated from the pool and no loans
have defeased.  Forty loans, representing 16.0% of the pool, are
on the master servicer's watchlist.

Moody's was provided with full-year 2005 and full-year 2006
operating results for 99.5% and 87.4%, respectively, of the pool.  
Moody's weighted average loan to value ratio for the conduit
component is 97.0%, compared to 97.4% at securitization.

The shadow rated loan is the Universal Hotel Portfolio Loan
($100.0 million - 5.0%), which is secured by three full service
hotels containing a total of 2,400 rooms and all located within
the Universal Theme Park in Orlando, Florida.  The loan represents
a 25.0% pari-passu interest in a $400.0 million loan. In addition,
the property is also encumbered by $50.0 million of mezzanine
financing held outside the trust.  The loan is interest only for
its entire term.  Moody's current shadow rating is Baa3, the same
as at securitization.

The three largest conduit loans represent 15.7% of the pool.  The
largest conduit loan is the Shoppes at Buckland Hills Loan ($170.3
million -- 8.5%), which is secured by the borrower's interest in a
985,000 square foot, regional mall (473,000 square feet of
collateral) located in Manchester, Connecticut.  Moody's LTV is
93.8%, compared to 96.3% at securitization.

The second largest conduit loan is the Four Seasons Hotel Loan
($80.0 million -- 4.0%), which is secured by a 273-room luxury
hotel located in Boston, Massachusetts.  As of December 2006
RevPAR was $323.41, compared to $280.83 at securitization.  The
loan is interest only for the first 60 months of its term,
amortizing on a 300-month schedule thereafter.  Moody's LTV is
76.0%, compared to 84.2% at securitization.

The third largest conduit loan is the Sikes Center Loan ($63.3
million -- 3.2%), which is secured by a 668,000 square foot
regional mall located in Wichita Falls, Texas.  Moody's LTV is in
excess of 100.0%, the same as at securitization.


JEG DIVERSIFIED: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JEG Diversified Healthcare, Inc.
        473 Post Street
        Camarillo, CA 93010

Bankruptcy Case No.: 07-10782

Type of Business: The Debtor provides specialty programs, core
                  business and healthcare technology services to
                  support businesses.  See http://www.jeginc.com/

Chapter 11 Petition Date: June 8, 2007

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Sean A. Okeefe, Esq.
                  O'Keefe & Associates Law Corporation, P.C.
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Stradling Yocca                  Legal Services           $128,013
Carlson & Rauth
c/o Robert Kane
660 Newport Center Drive
Suite 160
Newport Beach, CA 92660

Douglas Emmett Realty            Lease                     $58,543
Fund 2002
c/o Maria Kaltner
808 Wilshire, Suite 200
Santa Monica, CA 90401

Obesity Help, Inc.               Advertising               $47,478
P.O. Box 1504
Oakley, CA 94561-1504

Robert Half Technology           Services                  $44,678

David R. Stern & Associates      Services                  $42,242

Aetna Health                     Health Care Coverage      $31,329

Stone Miller                     Leasing Services          $29,344

America Online, Inc.             Advertising               $26,923

K-State Sport Properties, LLC    Advertising               $21,969

Cox Media Kansas - Kansas Now    Advertising               $21,398

RBZ, LLP                         Accounting                $17,052

Computer Outlet & More           Advertising               $16,668

Cox Media Lafayette              Advertising               
$816,038

Jamshid Nazarian, M.D.           Fees Owed                 $15,000

Travers Realty                   Services                  $14,422

CBS Outdoor                      Advertising               $14,000

American Media, Inc.             Advertising               $13,639

Airek Business Solutions         Services                  $12,225

Los Angeles Times                Advertising               $10,891

Network Publications, Inc.       Advertising Claim         $10,777


JIM WAHLIE: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Jim W. Wahlie
             70 Ravines Court
             Lima, OH 45805

Bankruptcy Case No.: 07-32473

Debtor affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        J.C.& D. Unlimited                         07-32474

Chapter 11 Petition Date: June 11, 2007

Court: Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtors' Counsel: Steven L. Diller, Esq.
                  124 East Main Street
                  Van Wert, OH 45891
                  Tel: (419) 238-5025

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Jim W. Wahlie               $100,000 to            $1 Million to
                            $1 Million             $100 Million

J.C.& D. Unlimited          $1 Million to          $1 Million to
                            $100 Million           $100 Million

A. Jim W. Wahlie's Seven Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Duff Warehouses, Inc.       3452 & 3456               $802,000
956 South Broadway          St. Johns Road,
Lima, OH 45804              Lima, OH; value
                            of senior lien:
                            $650,000

State Resources Corp.       3452 & 3456               $650,000
4848 South 131st Street     St. Johns Road,
Omaha, NE 68137             Lima, OH

Huntington Bank             Location: 70              $546,170
P.O. Box 182387             Ravines Court,
Columbus, OH 43218          Lima, OH; value
                            of security:
                            $450,000

E*Trade Financial           2000 Vantare              $294,090
P.O. Box 57091              Prevost H345
Irvine, CA 92619            Motor Home

Cardmember Service          credit card                 $9,002
                            purchases

Chase Manhattan Bank,       credit card                 $4,392
U.S.A.                      purchases

A.T.&T. Universal Patinum   credit card                 $2,722
Card                        purchases

B. J.C.& D. Unlimited does not have any creditors who are not
insiders.


KARA HOMES: Case Summary & 776 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Kara Homes, Inc.
             197 Route 18 South, Suite 235S
             East Brunswick, NJ 08816

Bankruptcy Case No.: 06-19626

Debtor-affiliate filing separate chapter 11 petitions on
June 11, 2007:

      Entity                                     Case No.
      ------                                     --------
      K.H. Builders, L.L.C.                      07-18165

Debtor-affiliates filing separate chapter 11 petitions on
June 8, 2007:

      Entity                                     Case No.
      ------                                     --------
      The Shores at Little Egg Harbor, LLC       07-18057
      Kara of Monmouth, LLC                      07-18062
      Bridgepointe at Harbor Heights, LLC        07-18065
      Kara of Middlesex, LLC                     07-18068
      Kara at Emerald Hill, LLC                  07-18069
      Kara at Evergreen Estates, LLC             07-18070
      Kara at North Haledon, LLC                 07-18072
      Kara at Island Breeze, LLC                 07-18074
      Kara at Island Crest, LLC                  07-18075
      Kara at Island Gate, LLC                   07-18076
      Island Woods Estates by Kara Homes, LLC    07-18078
      Kara at Kensington Hill, LLC               07-18079
      Kara at Lakeshore Harbor, LLC              07-18081
      K & W Builders, Inc.                       07-18083
      Kara at Cedar Grove, LLC                   07-18085
      Sterling Woods at Barnegat, LLC            07-18086
      Kara at Tallymawr, LLC                     07-18088
      Kara at White Oak, LLC                     07-18091
      Kara at Berkeley, LLC                      07-18094
      Kara at Madison, LLC                       07-18096

Debtor-affiliates that filed separate chapter 11 petitions on
Oct. 10, 2006:

      Entity                                     Case No.
      ------                                     --------
      Kara at Hawkins Ridge, LLC                 06-19757
      Bergen Mills Estates, LLC                  06-19758
      Hartley Estates by Kara, LLC               06-19759
      Horizons at Woods Landing, LLC             06-19760
      Winding Run Estates by Kara, LLC           06-19764
      Kara at the Glen Eyre, LLC                 06-19765
      Horizons at Birch Hill, LLC                06-19767
      Kara at Crine West, LLC                    06-19770
      Sterling Acres at Monroe, LLC              06-19774
      Kara at Mt. Arlington I, LLC               06-19780
      Kara at Mt. Arlington II, LLC              06-19782
      Kara at Park Ridge Estates, LLC            06-19783

Debtor-affiliates that filed separate chapter 11 petitions on
Oct. 9, 2006:

      Entity                                     Case No.
      ------                                     --------
      Kara at Navasink, LLC                      06-19737
      Kara at Lacey, LLC                         06-19738
      The Landings at Manahawkin, LLC            06-19740
      Kara at the Tradewinds, LLC                06-19741
      Kara at Buckley Estates, LLC               06-19742
      Kara at Dayna Court, LLC                   06-19743
      Country Club Estates by Kara, LLC          06-19744
      Horizons at Woodlake Greens, LLC           06-19745
      Estates at Galloway Woods, LLC             06-19746

Type of Business: The Debtors build single-family homes,
                  condominiums, townhomes, and active-adult
                  communities.

Chapter 11 Petition Date: October 9, 2006

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtors' Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith, Davis LLP
                  Metro Corporate Campus One
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881

Financial condition of the debtor-affiliate that filed on
June 11, 2006:

     Entity                          Total Assets    Total Debts
     ------                          ------------    -----------
  K.H. Builders, L.L.C.                    $5,300             $0

Financial condition of the debtor-affiliates that filed on
June 8, 2006:

     Entity                          Total Assets    Total Debts
     ------                          ------------    -----------
  The Shores at Little                     $3,444        $29,358
     Egg Harbor, LLC
  Kara of Monmouth, LLC                   $23,667        $18,572
  Bridgepointe at Harbor                 $141,339       $222,813
     Heights, LLC
  Kara of Middlesex, LLC                  $43,920        $67,865
  Kara at Emerald Hill, LLC                    $0       $564,206
  Kara at Evergreen Estates, LLC         $109,346       $120,153
  Kara at North Haledon, LLC              $41,294        $87,734
  Kara at Island Breeze, LLC              $13,473        $29,634
  Kara at Island Crest, LLC                $3,000        $13,608
  Kara at Island Gate, LLC                 $8,209        $54,208
  Island Woods Estates by                $165,921        $78,018
     Kara Homes, LLC
  Kara at Kensington Hill, LLC            $19,142        $37,389
  Kara at Lakeshore Harbor, LLC            $5,000         $3,130
  K & W Builders, Inc.                     $3,600             $0
  Kara at Cedar Grove, LLC                $11,290         $6,196
  Sterling Woods at Barnegat, LLC         $64,612        $24,382
  Kara at Tallymawr, LLC                 $374,878       $275,719
  Kara at White Oak, LLC                  $23,700           $722
  Kara at Berkeley, LLC                   $25,575        $55,028
  Kara at Madison, LLC                         $0       $309,442

Financial condition of the debtor-affiliates that filed on
Oct. 10, 2006:

     Entity                          Total Assets    Total Debts
     ------                          ------------    -----------
  Kara at Hawkins Ridge, LLC           $8,095,000     $8,700,176
  Bergen Mills Estates, LLC           $19,833,000    $14,489,513
  Hartley Estates by Kara, LLC         $2,652,000     $2,804,697
  Horizons at Woods Landing, LLC      $14,095,000    $11,626,402
  Winding Run Estates by Kara, LLC    $15,666,000     $8,261,766
  Kara at the Glen Eyre, LLC          $24,141,000    $18,554,275
  Horizons at Birch Hill, LLC         $35,136,000    $26,335,212
  Kara at Crine West, LLC             $25,228,000    $23,057,185
  Sterling Acres at Monroe, LLC        $5,668,000     $4,031,514
  Kara at Mt. Arlington I, LLC        $31,370,000    $25,045,460
  Kara at Mt. Arlington II, LLC        $3,652,000     $1,643,325
  Kara at Park Ridge Estates, LLC      $3,046,000     $3,548,807

Financial condition of the debtor-affiliates that filed on
Oct. 9, 2006:

    Entity                           Total Assets    Total Debts
    ------                           ------------    -----------
  Kara at Navasink, LLC               $15,608,000     $8,270,761
  Kara at Lacey, LLC                   $2,732,000     $2,565,849
  The Landings at Manahawkin, LLC     $36,778,000    $26,302,756
  Kara at the Tradewinds, LLC          $9,507,000     $4,882,618
  Kara at Buckley Estates, LLC        $10,447,000     $5,222,916
  Kara at Dayna Court, LLC             $2,313,608     $2,119,712
  Country Club Estates by Kara, LLC    $3,068,000     $1,813,015
  Horizons at Woodlake Greens, LLC    $18,924,000    $11,508,550
  Estates at Galloway Woods, LLC       $6,175,000     $4,375,933

A. Kara at Hawkins Ridge, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Barthelus, Renald             Deposit                   $194,078
2 Sienna Drive
Jackson, NJ 08527

Kokolus, Bernadette and       Deposit                   $183,390
Edward
3 Knightsbridge Place
Jackson, NJ 08527

Lentz, Jeffrey and Patricia   Deposit                   $138,179
75 First Street
NJ 07743

Rogulski, Al                  Deposit                   $131,835
3230 Johnson Avenue
Manchester, NJ

Al Mamum                                                $108,897

Benchmark Inc.                                          $103,096
450 Oberlin Avenue South
Lakewood, NJ 08701

A-1 Bracket                                             $100,707
145 W. Philadelphia Avenue
Morrisville, PA 19067

Moskal, Thomas and Kristine   Deposit                    $96,301
7 Spectrum Court
Jackson, NJ 08527

Billups, Jonathan and Gina    Deposit                    $87,890
62 Renee Court
Jackson, NJ 08527

Integrated Home Technologies                             $85,628
400-B Spotswood
Englishtown Road
Monroe Township, NJ 08831

James R. Ientile, Inc.                                   $84,289
28 Vanderburg Road
Marlboro, NJ 07746

Unger, Dennis and Donna       Deposit                    $81,212
4 Revere Court
Allentown, NJ 08501

Soubasis, Thomas C. and       Deposit                    $73,490
Lisa A.
33 Hickory Hill
Jackson, NJ 08527

Shanoy, Ramchandr             Deposit                    $70,990
1 Princeton Squire Lane
Princeton Junction, NJ 08550

The Esposito Group LLC                                   $51,652
8 Chatham Court
Matawan, NJ 07747

Strober Building Supply Inc.                             $45,335
81 Kresson Road
Haddonfield, NJ 08033

RWZ Inc. Stairs & Rails                                  $43,890
520 James Street
Lakewood, NJ 08701

Shoreline Plumbing &                                     $37,225
Heating
447 Stage Road
Tuckerton, NJ 08087

Lovett, Thomas and Hollyann   Deposit                    $36,000
14 Stonehendge Court
Jackson, NJ 08527

Kim, Arthur and Nancy         Deposit                    $34,472
16 Spruce Meadow Drive
Monroe Township, NJ 08831

B. Bergen Mills Estates, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Letson's Landscaping                                    $452,851
P.O. Box 765
Old Bridge, NJ 08857

Salvadore, Richard and Anna   Deposit                   $365,080
3 Talmadge Drive
Monroe Township, NJ 08831

Davis, Troy and Ana                                     $243,220
171 Shinnecock Drive
Englishtown, NJ 07726

Patel, Dipti S.               Deposit                   $221,200
17 Cheryl Lane
Monroe Township, NJ 08831

Bill Smith Photography                                  $209,772
743 Colts Neck Road
Freehold, NJ 07728

Yousuf, Mohammed and Seema    Deposit                   $195,192
2 Goldfinch Court
Piscataway, NJ 08854

Caruso, Frank and Laurie      Deposit                   $174,633
37 Eldorado Way
Monroe Township, NJ 08831

Cardile, Christopher D. and   Deposit                   $159,560
Cindy
179 Bridgetown Street
Staten Island, NY 10314

Kim, Lily and Kiyoung,        Deposit                   $153,381
Kenneth
62 Continental Circle
Totowa, NJ 07512

Kim, Young Hee                Deposit                   $152,493
9 Mallow Street
Staten Island, NY 10309

Lewis, Arthur H. and Gene D.  Deposit                   $149,873
P.O. Box 67
Piscataway, NJ 08854

F&C Professional Aluminum                               $131,900
350 Leland Avenue
Plainfield, NJ 07062

Air Consulting Services, LLC                            $131,611
301 East Ward Street
Hightstown, NJ 08520

Rele, Niket and Harsha        Deposit                   $123,997
43 Pine Ridge Drive
Edison, NJ 08820

Hogarty, Kathleen and         Deposit                   $116,208
Kenney, Robert
189 Seidman Avenue
Staten Island, NY 10312

The Esposito Group LLC                                  $110,534
8 Chatham Court
Matawan, NJ 07747

Sunrise Concrete Company                                $109,618
P.O. Box 435
Rushland, PA 18956

Delvax Investments            Deposit                   $109,000
3 Talmadge Drive
Monroe Township, NJ 08831

Ramnarian, Hardat and         Deposit                   $104,000
Patricia
122 Laguardia Avenue
Iselin, NJ 08830

Imagistics                                              $103,490
7555 E. Hampden Avenue
Denver, CO 80231

C. Hartley Estates by Kara, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Strober Building Supply                                 $179,037
Truss
81 Kresson Road
Haddonfield, NJ 08033

Builders First Source                                   $175,935
20 South Middlesex Avenue
Monroe Township, NJ 08831

Fireside Hearth & Home                                  $156,128
P.O. Box 414845
Boston, MA 02241

Wagner Electric Corp.                                   $123,570
449 Washington Road
Sayreville, NJ 08872

Geddes, David and Bonnie      Deposit                   $108,599
4 Patricia Avenue
Edison, NJ 08837

Romeo, Joseph and Pesia       Deposit                    $96,735
1494 Cedarwood Drive
Lakewood, NJ 08701

A-1 Bracket                                              $88,029
145 W. Philadelphia Avenue
Morrisville, PA 19067

Sunrise Concrete Co.                                     $85,269
P.O. Box 435
Rushland, PA 18956

C&R Plumbing & Heating Inc.                              $83,721
822 Route 9
Lanoka Harbor, NJ 08734

ADE, Inc.                                                $68,105
P.O. Box 538
Lanoka Harbor, NJ 08734

Sirchio, William and Marion   Deposit                    $62,443
1317 Warwick Lane
Lanoka Harbor, NJ 08734

Michael J. Wright                                        $49,374
Construction Co.
16 Madison Avenue
Toms River, NJ 08753

Strober Building Supply Inc.                             $27,656
81 Kresson Road
Haddonfield, NJ 08033

Adams, Rehmann & Heggan                                  $22,217
850 South White Horse Pike
Hammonton, NJ 08037

E.L. Pierson Contracting &                               $19,400
Truck
14 Reckendorfer Avenue
Elmer, NJ 08318

RWZ Inc. Stairs and Rails                                $10,473
520 James Street
Lakewood, NJ 08701

Scheer's Inc.                                            $10,335
601 Oakmont Street
Suite 400
Westmont, IL 60559

Haugland, David and Juliete   Deposit                    $10,000
39 Jacques Way
Wading River, NY 11792

Fortune Insulation Contr.                                 $8,370
Inc.
6599 Delilah Road
Egg Harbor Township
NJ 08234

Blue Ribbon Roofing and                                   $8,251
Siding
1575 Route 37 West
Toms River, NJ 08753

D. Horizons at Woods Landing, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
C&R Plumbing & Heating                                  $272,565
822 Route 9
Lanoka Harbor, NJ 08734

Sunrise Concrete Company                                $209,246
P.O. Box 435
Rushland, PA 18956

East Lake Interiors LLC                                 $195,378
215 Edgewood Avenue
West Berlin, NJ 08091

Home Remodeling Concepts                                $148,214
4 Dale Drive
Fairfield, NJ 07004

Blue Ribbon Roofing and                                 $137,986
Siding
1575 Route 37 West
Toms River, NJ 08753

Blue Line Drywall &                                     $125,470
Insulation
500 Highway 33
Englishtown, NJ 07726

Century Kitchens, Inc.                                  $124,668
Route 309 & RR Crossing
Colmar, PA 18915

Gosline Nissen Fire                                     $117,291
Protection
P.O. Box 121
Manahawkin, NJ 08050

Arisokraft                                              $113,672
P.O. Box 75527
Chicago, IL 60675

MAC Electrical Contracts                                $103,555
1889 Route 9
Toms River, NJ 08755

A.W. Meyer Co, Inc.                                      $77,120
509 Broad Avenue
Ridgefield, NJ 07657

A-1 Bracket                                              $73,868
145 W. Philadelphia Avenue
Morrisville, PA 19067

Pollara, Joseph and Rosary    Deposit                    $70,382
20 Moore Road
Marlboro, NJ 07746

ADE, Inc.                                                $67,676
P.O. Box 538
Lanoka Harbor, NJ 08734

Cagno, James J. and Gail E.   Deposit                    $66,797
46 Milestone Drive
Ringoes, NJ 08551

Vintage                                                  $63,354
811 Sixteenth Avenue
Belmar, NJ 07719

Banner Enterprises                                       $61,060
19 Main Street
Trenton, NJ 08691

Baltera, Robert F. and Carol  Deposit                    $60,602
A.
773 Pelham Avenue
Warminster, PA 18974

TBU Companies LLC                                        $59,412
433 Middle Road
Hazlet, NJ 07730

Township of Hamilton                                     $58,080
6101 13th Street, Suite 202
Mays Landing, NJ 08330

E. Winding Run Estates by Kara, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Contract Deposits             To be supplied          $1,100,468
[Address not provided]

Sunrise Concrete Company                                $141,453
P.O. Box 435
Rushland, PA 18956

Environmental Stone Works                               $107,117
98 Pheasant Run Road
Orwigsburg, PA 17961

Sussex Contracting, LLC                                  $95,895
236 Berkshire Avenue
Paterson, NJ 07502

Pard Contractors Inc.                                    $91,909
P.O. Box 368
South River, NJ 08882

Woodhaven Lumber &                                       $84,865
Millwork
P.O. Box 870
Lakewood, NJ 08701

Benchmark Inc.                                           $65,930
450 Oberlin Avenue South
Lakewood, NJ 08701

Flemington Dept. Store                                   $56,915
151 Route 31
Flemington, NJ 08822

Willis Construction Services                             $49,109
25B Vreeland Road
Florham Park, NJ 07932

Innovative Heating and                                   $48,448
Cooling
501 Prospect Street
Lakewood, NJ 08701

Home Remodeling Concepts                                 $45,459
4 Dale Drive
Fairfield, NJ 07004

Petruzelli Brothers                                      $38,475
1001 Shrewsbury Avenue
Shrewsbury, NJ 07702

AquaMist                                                 $33,569
Irrigation of NJ
28 James Street
South Hackensack, NJ 07606

Guardian Protective Services                             $29,634
204 Diplomat Drive
Philadelphia, PA 19113

Mastracola Plumbing                                      $22,786
1226 New Market Avenue
South Plainfield, NJ 07080

RWZ Inc. Stairs & Rails                                  $21,396
520 James Street
Lakewood, NJ 08701

Scheer's Incorporated                                    $21,093
601 Oakmont Street
Suite 400
Westmont, IL 60559

Jillette Advertising Inc.                                $20,745
746 Highway 34
Matawan, NJ 07747

Century Kitchens, Inc.                                   $20,322
Route 309 & RR Crossing
Colmar, PA 18915

First Choice Construction                                $19,590
Eatontown, NJ 07724
First Choice Construction

F. Kara at the Glen Eyre, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Contract Deposits             To be supplied            $715,062
[Address not provided]

A-1 Bracket                                             $119,664
145 W. Philadelphia Avenue
Morrisville, PA 19067

Manzo-Maroba Construction                                $81,302
Beacon Hill Place
Morganville, NJ 07751

Investors Savings Bank                                   $71,294
Attn: Alex Chiarella
101 JFK Parkway
Short Hills, NJ 07078

Fenton Tile Company                                      $62,767
P.O. Box 430
Windsor, NJ 08561

Polo Plumbing                                            $58,041
14 Charles Street
Metuchen, NJ 08840

Home Remodeling Concepts                                 $53,568
4 Dale Drive
Fairfield, NJ 07004

Strober Building Supply Inc.                             $44,460
81 Kresson Road
Haddonfield, NJ 08033

Air Management Heating and                               $32,850
Air
30 Rachel Terrace
Piscataway, NJ 08854

Benchmark Inc.                                           $30,787
450 Oberlin Avenue South
Lakewood, NJ 08701

East Lake Interiors LLC                                  $29,419
215 Edgewood Avenue
West Berlin, NJ 08091

Bill Stroud Excavating Inc.                              $28,524
81 River Road
Flanders, NJ 07836

Quality Insulation, LLC                                  $28,519
13B Jules Lane
New Brunswick, NJ 08901

RWZ Stairs and Rails                                     $28,490
520 James Street
Lakewood, NJ 08701

Jillette Advertising Inc.                                $25,620
746 Highway 34
Matawan, NJ 07747

ACH Concrete Corp                                        $24,049
3 Manor Drive
Mount Holly, NJ 08060

Township of Mays Landing                                 $22,637
6101 13th Street, Suite 202
Mays Landing, NJ 08330

Century Kitchens, Inc.                                   $16,172
Route 309 & RR Crossing
Colmar, PA 18915

Varsity, Inc.                                            $14,053
1204 Main Street
Kingston, PA 18704

Wagner Electric Corp.                                    $14,031
449 Washington Road
Sayreville, NJ 08872

G. Horizons at Birch Hill, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bayshore Regional Sewer                                 $228,021
Authority
100 Oak Street
Keyport, NJ 07735

Garzaniti, Maryann            Deposit                    $79,135
246 McBain Avenue
Staten Island, NY 10309

Heldon, John Jr. and          Deposit                    $77,303
Virginia D.
432 Hillside Avenue
Allendale, NJ 07401

Simon, Karen F. and Bruce J.  Deposit                    $72,969
8 Little Falls Way
Scotch Plains, NJ 07076

Rose, Richard and Barbara     Deposit                    $71,990
321 Mayfair Drive
Brooklyn, NY 11234

Kapelnikov, Polina            Deposit                    $65,883

File, Deborah                 Deposit                    $59,190
3 Allwood Road
East Brunswick, NJ 08816

Wilentz Goldman & Spitzer                                $57,279
99 Woodbridge Center Drive
Woodbridge, NJ 07095

Baum, Lila                    Deposit                    $51,882
1931 E. 27th Street
Brooklyn, NY 11229

Reedman, Derek and            Deposit                    $48,250
Linda Reedman

Goldberg, Alexander           Deposit                    $45,735
11 Amaganset Drive
Morganville, NJ 07751

Farag, Hala                   Deposit                    $45,228
4 Carlisle Court
East Brunswick, NJ 08816

Brodsky, Mikhail and Faina    Deposit                    $45,092
1583 82nd Street
Brooklyn, NY 11228

DeJohn, Joseph and Diane      Deposit                    $44,891
32 Lark Place
Old Bridge, NJ 08857

Clory, Nellie                 Deposit                    $44,593
160 Parkside Ave, 3M
Brooklyn, NY 11226

Barsoom, Naguiy               Deposit                    $44,528
54 Dutch Road
East Brunswick, NJ 08816

Parrella, Pasuelina and       Deposit                    $44,356
Rocco
152 Chesterfield Lane
Toms River, NJ 08757

Benz, Janet                   Deposit                    $42,735
2169 E. 70th Street
Brooklyn, NY 11234

Township of Old Bridge                                   $37,164
1 Old Bridge Plaza
Old Bridge, NJ 08857

Baten, Sam and Carol A.       Deposit                    $31,490
11 Jeremy Court
Lincoln Park, NJ 07035

H. Kara at Crine West, LLC's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Contract Deposits                        $2,173,691
[Address not provided]

All County Aluminum Inc.                   $218,047
560 Cross Street
Lakewood, NJ 08701

Jocama Construction Corp                   $164,570
322 Spring Valley Road
Old Bridge, NJ 08857

Fenton Tile Company                        $124,696
PO Box 430
Windsor, NJ 08561

Strober Building Supply, Inc.              $104,436
81 Kresson Road
Haddonfield, NJ 08033

A-1 Bracket                                 $99,420
145 W. Philadelphia Avenue
Morrisville, PA 19067

Shoreline Plumbing & Heating                $97,359
447 Stage Road
Tuckerton, NJ 08087

Home Remodeling Concepts                    $95,278
4 Dale Drive
Fairfield, NJ 07004

TJS Floorcovering, Inc.                     $94,962
824 B Eastgate Drive
Mount Laurel, NJ 08054

Strober Building Supply Truss               $89,608
81 Kresson Road
Haddonfield, NJ 08033

Michael J. Wright                           $86,739
Construction Co., Inc.
16 Madison Avenue

Township of Marlboro                        $84,242
1979 Township Drive
Marlboro, NJ 07746

Marlboro Lawn Inc.                          $63,892
P.O. Box 122
Marlboro, NJ 07746

Menser's Heating and Air, Inc.              $52,253
800 Park Avenue
Lakewood, NJ 08701

Stavola                                     $49,983
175 Drift Road
Eatontown, NJ 07724

Vintage                                     $48,880
811 Sixteenth Avenue
Belmar, NJ 07719

Benchmark Inc.                              $44,453
450 Oberlin Avenue South
Lakewood, NJ 08701

RWZ Inc. Stairs & Rails                     $41,277
520 James Street
Lakewood, NJ 08701

Lieb, Gene                                  $39,345
439 B Route 34
Matawan, NJ 07747

Quality Insulation, LLC                     $33,958
13B Jules Lane
New Brunswick, NJ 08901

I. Sterling Acres at Monroe, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Contract Deposits             To be supplied            $612,742
[Address not provided]

East Lake Interiors LLC                                  $58,790
215 Edgewood Avenue
West Berlin, NJ 08091

East Lake Interiors LLC                                  $58,790
215 Edgewood Avenue
West Berlin, NJ 08091

Duffy, Dolce, McManus                                    $49,450
634 Lost Pine Way
Absecon, NJ 08205

Strober Building Supply Inc.                             $45,345
81 Kresson Road
Haddonfield, NJ 08033

ACH Concrete Corp                                        $36,057
3 Manor Drive
Mount Holly, NJ 08060

Dubell Lumber Co.                                        $31,412
P.O. Box 1449
Medford, NJ 08055

DSJ Construction                                         $30,776
1414 Route 130 North
Burlington, NJ 08016

A-1 Bracket                                              $26,858
145 W. Philadelphia Avenue
Morrisville, PA 19067

Woodhaven Lumber & Millwork                              $26,707
P.O. Box 870
Lakewood, NJ 08701

Michael J. Wright                                        $25,818
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

Concord Truss                                            $23,023
432 South Evergreen Avenue
Woodbury Heights, NJ 08097

Shoreline Plumbing & Heating                             $22,601
447 Stage Road
Tuckerton, NJ 08087

RWZ Inc. Stairs & Rails                                  $19,565
520 James Street
Lakewood, NJ 08701

Benchmark Inc.                                           $16,658
450 Oberlin Avenue South
Lakewood, NJ 08701

ADE, Inc.                                                $15,317
P.O. Box 538
Lanoka Harbor, NJ 08734

EL Pierson Contracting &                                 $13,556
Truck
14 Reckendorfer Avenue
Elmer, NJ 08318

Strober Building Supply                                  $13,312
Truss
81 Kresson Road
Haddonfield, NJ 08033

Jillette Advertising Inc.                                $10,009
746 Highway 34
Matawan, NJ 07747

Liberty Overhead Inc.                                     $5,619
718 Old Shore Road
Forked River, NJ 08731

J. Kara at Mt. Arlington I, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
R&R Construction Co., Inc.                              $732,100
105-B Parker Road
Chester, NJ 07930

Concrete Systems                                        $405,387
45 Lupine Way
Stirling, NJ 07980

Schindler Elevator                                      $310,526
Corporation
P.O. Box 70433
Chicago, IL 60673

Blue Ridge Drywall                                      $229,390
P.O. Box 189
Manville, NJ 08835

PK&P Contracting, Inc.                                  $194,715
5 Tuscan Drive East
Freehold, NJ 07728

Technological Building                                  $168,235
Structures
Phillipsburg, NJ 08865

Prestige Plumbing, Inc.                                 $164,065
65 A. Park Avenue
Randolph, NJ 07869

Paint America Contracting                                $93,114
100 Bassett Highway
Dover, NJ 07801

Strober Building Supply Inc.                             $80,733
81 Kresson Road
Haddonfield, NJ 08033

Flemington Dept. Store                                   $77,849
151 Route 31
Flemington, NJ 08822

Air Management Heating and                               $75,637
Air
30 Rachel Terrace
Piscataway, NJ 08854

Cuntis Inc.                                              $63,375
20 Veterans Drive
South River, NJ 08882

Samuel Stothoff Co., Inc.                                $54,594
P.O. Box 306
Flemington, NJ 08822

Gilmore, Patricia             Deposit                    $52,527
56 Warren Street
Morristown, NJ 07961

French and Parrello Assoc.                               $49,558
1800 Route 34
Belmar, NJ 07719

Varsity, Inc.                                            $49,162
1204 Main Street
Kingston, PA 18704

Aqua-Mist Irrigation of NJ                               $46,493
28 James Street
South Hackensack, NJ 07606

Leopard Framing Corp.                                    $46,207
P.O. Box 146
Nutley, NJ 07110

Benchmark Inc.                                           $42,745
450 Oberlin Avenue South
Lakewood, NJ 08701

Wagner Electric Corp.                                    $42,620
449 Washington Road
Sayreville, NJ 08872

K. Kara at Mt. Arlington II, LLC's 18 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Township of Mt. Arlington                    $5,903
419 Howard Blvd
Mount Arlington, NJ 07856

Sunrise Concrete Company                     $5,300
P.O. Box 435
Rushland, PA 18956

Marlboro Lawn Inc.                           $5,130
P.O. Box 122
Marlboro, NJ 07746

Willis Construction Services                 $4,714
25B Vreeland Road
Florham Park, NJ 07932

Manzo-Maroba Construction                    $4,300
Beacon Hill Place
Morganville, NJ 07751

The Esposito Group LLC                       $3,172
8 Chatham Court
Matawan, NJ 07747

Scheer's Incorporated                        $2,291
601 Oakmont Street, Suite 400
Westmont, IL 60559

First Choice Construction                    $1,900
Eatontown, NJ 07724

East Coast Site Work                         $1,790
6 Dickens Court
Howell, NJ 07731

National Waterproofing Inc.                    $825
P.O. Box 129
Berlin, NJ 08009

Straight Edge Striping                         $750
18 Rue Cezanne
Somerset, NJ 08873

A-1 Bracket                                    $700
145 W. Philadelphia Avenue
Morrisville, PA 19067

All Seasons Maintenance                        $680
6 Dickens Court
Howell, NJ 07731

John Peterman Trucking                         $280
26 Nicholas Drive
Old Bridge, NJ 08857

Bailey Square Janitorial Inc.                  $275
16 South Street
Freehold, NJ 07728

Storm Master Co., Inc.                         $175
P.O. Box 308
East Brunswick, NJ 08816

All County Aluminum Inc.                       $140
560 Cross Street
Lakewood, NJ 08701

Bill Stroud Excavating                      Unknown
81 River Road
Flanders, NJ 07836

L. Kara at Park Ridge Estates, LLC's 15 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Matusek, Scott and Colleen    Deposit                   $139,612
203 Snipe Road
Lanoka Harbor, NJ 08734

Palmer, Olufemi and           Deposit                   $123,500
Elizabeth
717 Palmer Avenue
Toms River, NJ 08755

Bialecki, Peter and Sharon    Deposit                   $115,942
204 Neptune Drive
Manahawkin, NJ 08050

NJ American Water Co.                                   $109,479
131 Woodrest Road
PO Box 5079
Cherry Hill, NJ 08034

Mindas, Mark and Rhiannon     Deposit                    $71,037
125 South Capstan Drive
Forked River, NJ 08731

Shoreline Grading, Inc.                                  $35,250
123 Bartlett Avenue
West Creek, NJ 08092

Art Associates Design Group                              $16,388
Matawan, NJ 07747

Township of Stafford                                     $14,770
260 East Bay Avenue
Manahawkin, NJ 08050

Environmental Technologies                               $10,255
Groups Inc.
531 Route 32
Highland Mills, NY 10930

Vintage                                                   $2,400
811 Sixteenth Avenue
Belmar, NJ 07719

Thomas J. Brennan                                         $2,113
Architects
4011 W. Plano Parkway
Plano, TX 75093

East Coast Site Work                                      $1,851
6 Dickens Court
Howell, NJ 07731

Geo-Technology Associates                                 $1,250
3445-A Box Hill Corp Center
Drive
Abingdon, MD 21009

Window Alternatives                                         $710
Att: Kathy Hamilton
Jackson, NJ 08527

State of New Jersey                                         $250
P.O. Box 037
Trenton, NJ 08625

M. Kara Homes, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                Claim Amount
   -------                               ------------
A-1 Bracket                                $1,856,462
145 W. Philadelphia Avenue
Morrisville, PA 19067

Strober Building Supply, Inc.              $1,541,663
81 Kresson Road
Haddonfield, NJ 08033

Sunrise Concrete Company, Inc.             $1,257,344
P.O. Box 435
Rushland, PA 18956

RWZ Inc. Stairs & Rails                      $890,655
520 James Street
Lakewood, NJ 08701

Benchmark Inc.                               $876,586
450 Oberlin Avenue South
Lakewood, NJ 08701

Michael J. Wright                            $780,310
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

R&R Construction Co., Inc.                   $777,950
105-B Parker Road
Chester, NJ 07930

Home Remodeling Concepts                     $703,074
4 Dale Drive
Fairfield, NJ 07004

Manzo-Maroba Construction                    $686,101
Beacon Hill Place
Morganville, NJ 07751

Woodhaven Lumber & Millwork                  $634,569
P.O. Box 870
Lakewood, NJ 08701

SJP Contractors                              $634,056
7 Industrial Drive
Keyport, NJ 07735

C&R Plumbing & Heating                       $604,342
822 Route 9
Lanoka Harbor, NJ 08734

All County Aluminum Inc.                     $575,397
560 Cross Street
Lakewood, NJ 08701

East Lake Interiors LLC                      $554,873
215 Edgewood Avenue
West Berlin, NJ 08091

Strober Building Supply, Inc.                $524,036
81 Kresson Road
Haddonfield, NJ 08033

Concrete Systems                             $519,478
45 Lupine Way
Stirling, NJ 07980

Wagner Electric Corp.                        $501,001
449 Washington Road
Sayreville, NJ 08872

Leopard Framing Corp.                        $499,898
P.O. Box 146
Nutley, NJ 07110

Century Kitchens, Inc.                       $458,404
Route 309 & RR Crossing
Colmar, PA 18915

Shoreline Plumbing & Heating                 $444,103
447 Stage Road
Tuckerton, NJ 08087

N. Kara at Navasink, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Borreo, Jason                 Deposit                   $119,040
[Address not included]

Cerchio, Dominick             Deposit                   $114,335
[Address not included]

Covas, Al                     Deposit                    $75,490
10 Nolan Court
Atlantic Highlands, NJ 07716

Lamb                          Deposit                    $75,490
521 Harding Road
Fair Haven, NJ 07704

Spaltro, Nick                 Deposit                    $69,990
34 Maria Court
Holmdel, NJ 07733

Morrison, Tom and Allison     Deposit                    $54,900
419 Adams Street #2B
Hoboken, NJ 07030

Township of Middletown                                   $41,604
1 Kings Highway
Middletown, NJ 07748

Live Oak Landscaping                                     $40,519
Contractors

Reres, Robert                 Deposit                    $36,148
1921 J Greve Avenue
Spring Lake, NJ 07762

Salgado, Paul                 Deposit                    $35,751
248 Crann Street
Hillside, NJ 07205

Grant, Howard and Jane        Deposit                    $30,495
160 Ocean Avenue
Atlantic Highlands, NJ 07716

Seide, Harold and Susan       Deposit                    $30,000
72 Bellevue Avenue
Rumson, NJ 07760

Freeman, Douglas              Deposit                    $29,990
58 Preston Street
Edison, NJ 08817

Marlboro Lawn Inc.                                       $19,495
P.O. Box 122
Marlboro, NJ 07746

Sunrise Concrete Company                                 $10,197
P.O. Box 435
Rushland, PA 18956

Caruso Excavating Co.                                     $8,808
P.O. Box 2043
Asbury Park, NJ 07712

Michael J. Wright                                         $7,825
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

April Showers Sprinklers                                  $7,040
2 Lakeview Avenue
Piscataway, NJ 08854

Blue Line Drywall &                                       $6,550
Insulation
500 Highway 33
Englishtown, NJ 07726

John S. Truhan Consulting                                 $5,997
Engineers
P.O. Box K
Manasquan, NJ 08736

O. Kara at Lacey, LLC's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
New Jersey Natural Gas                                  $196,921
1415 Wyckoff Road
Belmar, NJ 07719

Mathis Construction                                     $159,142
1510 Route 539
Tuckerton, NJ 08087

Capra, Robert and Annette     Deposit                    $87,890
8 Carolyn Road
Belleville, NJ 07109

Carson, Jill                  Deposit                    $62,610
2802 Jockey Hollow Drive
Toms River, NJ 08755

Landscape Maintenance                                    $45,000
Services
119 Wall Street
Princeton, NJ 08540

Sunrise Concrete Company                                 $29,819
P.O. Box 435
Rushland, PA 18956

Spagnola, John and DaSilva,   Deposit                    $25,252
Cidalia
194 Corbin Court
Lakewood, NJ 08701

Michael J. Wright                                        $20,779
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

Property Dev. Services II,                               $13,002
Inc.
700 Hooper Avenue
Toms River, NJ 08753

Strober Building Supply,                                 $12,754
Inc.
81 Kresson Road
Haddonfield, NJ 08033

Atlantic City Electric Co.                               $12,738
P.O. Box 4875
Trenton, NJ 08650

Androcy, Evan and Smith,      Deposit                    $11,000
Kim
2205 Sweetwood Drive
Forked River, NJ

Atlantic Fence Co.                                        $8,685
P.O. Box 623
Tuckerton, NJ 08087

Township of Lacey                                         $4,826
818 West Lacey Road
Forked River, NJ 08731

Kline Construction                                        $2,145
240 Waveland Avenue
Absecon, NJ 08201

Woodhaven Lumber &                                        $1,786
Millwork
P.O. Box 870
Lakewood, NJ 08701

Advanced Site and Utility                                 $1,750
Contr.
1201 Wilkinson Drive
Toms River, NJ 08755

East Coast Site Work                                      $1,574
6 Dickens Court
Howell, NJ 07731

Johnny on the Spot                                          $175
3168 Bordentown Road
Old Bridge, NJ 08857

P. The Landings at Manahawkin, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kaye, Leonard and Margaretia  Deposit                    $78,863
72 Middlehill Road
Colonia, NJ 07067

Township of Stafford                                     $75,077
260 East Bay Avenue
Manahawkin, NJ 08050

Scher, Marc and Michele       Deposit                    $68,497
24 Pawnee Raod
East Brunswick, NJ 08816

Pacelli, Anthony              Deposit                    $67,343
224 Terrace Lake Drive
Butler, NJ 07405

Thoman, Kenneth and Suzanne   Deposit                    $63,123
14 Lowell Court
Brick, NJ 08724

Nelligar, Steven and Denise   Deposit                    $57,844
3800 Waldo Avenue
Bronx, NY 10463

McGann, Brian                 Deposit                    $57,744
2 Jones St. Apt. 5
Jersey City, NJ 07306

Bagoff, Robert DMD            Deposit                    $57,730
77 Clarken Drive
West Orange, NJ 07052

Rebeck, Richard and Arlene    Deposit                    $56,771
366 Alden Way
North Brunswick, NJ 08902

Wetzel, Lance and Susan       Deposit                    $55,519
31 Southwycke Lane
Warwick, NY 10990

LaMastro, Eugene              Deposit                    $55,344
2 Mountainside Drive
Randolph, NJ 078692217

Madia, June and Frank         Deposit                    $55,197
11 Windsor Road
Morris Plains, NJ 07950

Hymanson, Helen               Deposit                    $54,967
185 Prospect Avenue, Apt.
12G
Hackensack, NJ 07601

Gattie, Marie and Frantz,     Deposit                    $54,748
Jennifer
62 Ludlow Road
Parsippany, NJ 07054

Poultney, Robert and Carolyn  Deposit                    $52,789
3 Red Hill Road
Warren, NJ 07059

Freeman, Kevin                Deposit                    $52,072
23 Wimblet Court
Edison, NJ 08817

Thomas/Pejkovic, Michael      Deposit                    $51,188
2253 Ridge Street
Yorktown Heights, NY 10598

Weiss, Michael and David      Deposit                    $51,142
22 Shady Stream Road
Barnegat, NJ 08005

Forcier, Vickie               Deposit                    $50,471
147 Hankins Road
Hightstown, NJ 08520

Lucarello, Arlene and Pat     Deposit                    $49,818
332 Moonlight Drive
Piscataway, NJ 08854

Q. Kara at the Tradewinds, LLC's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Hirsch, Kevin and Linda       Deposit                   $210,000
700 Monteray Boulevard NE
Saint Petersburg, FL 33704

Township of Sea Bright                                   $10,539
1167 Ocean Avenue
Rumson, NJ 07760

Sunrise Concrete Company                                  $2,600
P.O. Box 435
Rushland, PA 18956

Lynch Guilano & Associates                                $1,625
Terrace Professional Bldg.
Brick, NJ 08723

Michael J. Wright                                         $1,086
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

GE Cap Modular Space                                        $445
530 East Swedesford
Wayne, PA 19087

Bailey Square Janitorial                                    $350
Inc.
16 South Street
Freehold, NJ 07728

Vintage                                                     $339
811 Sixteenth Avenue
Belmar, NJ 07719

BP Associates                                               $334
52A Highway 79
Marlboro, NJ 07746

Willis Construction Services                                $300
25B Vreeland Road
Florham Park, NJ 07932

Tradewinds Homeowners                                    Unknown
Association
Attn: Midlantic Property
Management
315 Raritan Avenue
Highland Park, NJ 08904

R. Kara at Buckley Estates, LLC's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Goyal, Janak and Manju        Deposit                   $205,671
8 Disbrow Road
Matawan, NJ 07747

Nagarsheth, Harish and        Deposit                   $187,035
Veena
10 Plowshare Court
Marlboro, NJ 07746

Bhatia, Rajiv and Amita       Deposit                   $150,665
26 Buttonwood Drive
Marlboro, NJ 07746

Martin, Harold J. and         Deposit                   $127,390
Premise D.
42 Witherspoon Way
Marlboro, NJ 07746

Ahmad, Aziz                   Deposit                   $124,993
35 Matthew Place
Staten Island, NY 10305

Township of Marlboro                                     $22,605
1979 Township Drive
Marlboro, NJ 07746

Hanson Engineering Inc.                                   $1,250
7 Doig Road
Wayne, NJ 07470

Imagistics                                                  $260
7555 E. Hampden Avenue
Denver, CO 80231

Wanaque Water Dept.                                          $32
P.O. Box 47
Wanaque, NJ 07465

Culligan                                                     $14
305 Clearview Road
Edison, NJ 08837

S. Kara at Dayna Court, LLC's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Fried, Jerold and Tammy       Deposit                   $134,382
28 Pacific Avenue
Bayville, NJ 08721

Vu, Tram Anh                  Deposit                   $110,000
718 Spruce Hill Drive
Toms River, NJ 08753

Leopoidevin, Jeff and Losito  Deposit                   $91,090
Frank
1 Shorin Way
Manchester Township, NJ 08759

Mazzei, Rocco                 Deposit                   $37,500
115 Mesa Verde Lane
Howell, NJ

Verizon                                                 $22,800
P.O. Box 4833
Trenton, NJ 08650

ManzoMaroba Construction                                $18,000
Beacon Hill Place
Morganville, NJ 07751

Jillette Advertising Inc.                               $15,899
746 Highway 34
Matawan, NJ 07747

Control Layouts, Inc.                                    $6,099
271 Cleveland Avenue
Highland Park, NJ 08904

Menlo Engineering Assoc Inc.                             $4,489
261 Cleveland Avenue
Highland Park, NJ 08904

Meridan Engineering Group                                $4,487
Inc.
33 Wood Avenue South
Iselin, NJ 08830

Township of Dover                                        $4,020
P.O. Box 48044
Newark, NJ 07101

Art Associates Design Group                                $424
Matawan, NJ 07747

Difrancesco, Bateman, Coley                                $387
15 Mountain Blvd
Warren, NJ 07059

Magrann Associates Corp.                                   $135
240 West Route 38
Moorestown, NJ 08057

T. Country Club Estates by Kara, LLC's 18 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wolfrom, Jeffrey and Lynn     Deposit                   $142,546
319 Aster Circle
Kennett Square, PA 19348

Caufield, Richard and Judith  Deposit                   $101,225
197 Maple Street
Roselle Park, NJ 07204

Township of Little Egg                                   $18,923
Harbor
665 Radio Road
Tuckerton, NJ 08087

Guardian Protection Services                             $13,705
204 Diplomat Drive
Philadelphia, PA 19113

Township of Little Egg                                   $11,118
Harbor
665 Radio Road
Tuckerton, NJ 08087

Vintage                                                   $3,369
811 Sixteenth Avenue
Belmar, NJ 07719

All County Aluminum                                       $1,350
560 Cross Street
Lakewood, NJ 08701

Brennan Contracting                                         $930
349 Appletree Drive
Levittown, PA 19055

Sunrise Concrete Company                                    $560
P.O. Box 435
Rushland, PA 18956

Willis Construction Services                                $554
25 B Vreeland Road
Florham Park, NJ 07932

Zahn Transportation                                         $552
P.O. Box 158
Manchester Township, NJ 08759

Adams Rehmann & Heggan                                      $540
850 South White Horse Pike
Hammonton, NJ 08037

Greenscape Landscaping                                      $350
727 Cornwallis Drive
Mount Laurel, NJ 08054

Top Coat Paving Inc.                                        $340
P.O. Box 7
Lanoka Harbor, NJ 08734

Bailey Square Janitorial Inc.                               $340
16 South Street
Freehold, NJ 07728

Michael J. Wright                                           $310
Construction Co.
16 Madison Avenue
Toms River, NJ 08753

Owen, Little & Associates                                   $175
443 Atlantic City Blvd.
Beachwood, NJ 08722

Landscape Maintenance                                       $128
Services
119 Main Street
Princeton, NJ 08540

U. Horizons at Woodlake Greens, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Township of Lakewood                                     $99,651
231 Third Street
Lakewood, NJ 08701

Mueller, Constance            Deposit                    $86,043
608 Oceanview Road
Brielle, NJ 08730

Smallwood, John and Mary      Deposit                    $75,285
Ann
13326 Ocean Avenue
Rumson, NJ 07760

Dennery, John and Elsa        Deposit                    $73,212
10 Wood Drive
Morris Plains, NJ 07950

HindsSamuels, Patricia        Deposit                    $67,797
172-32 133rd Avenue
Apt. 10G
Jamaica, NY 11434

Straniero, Salvatore J. and   Deposit                    $65,523
Amelia
397 Middle Road
Hazlet, NJ 07730

Leonard, John M and Mary C.   Deposit                    $61,089
148 Dorset Drive
Clark, NJ 07066

Kalamaras, Rosemary and       Deposit                    $59,402
Louis
5 Dryden Road
Brick, NJ 08724

Balducci, Carol               Deposit                    $55,535
15 Bunker Hill Drive
Old Bridge, NJ 08857

Rienzo, Elizabeth A.          Deposit                    $53,467
144 N. Hampton Drive
Leonardo, NJ 07737

Giannetti, Patrick A. and     Deposit                    $52,540
Gayle T.
4 Ellison Avenue
Edison, NJ 08820

Yetto, Marianne               Deposit                    $49,460
1420 Bay Ridge Parkway
Brooklyn, NY 11228

DeGrusso, Ross and Jean       Deposit                    $49,200
360 Colon Avenue
Staten Island, NY 10308

Albietz, Paul J. and          Deposit                    $49,178
Elaine M.
2231 Franklin Drive
Belmar, NJ 07719

Greco, Paolino and Elena      Deposit                    $47,038
1805 Meadow Road
Belmar, NJ 07719

Hensler, George and Hilma     Deposit                    $35,245
26 Lenox Avenue
Cranford, NJ 07016

Craggen, Janet                Deposit                    $32,407
35 Lafayette Drive
Hazlet, NJ 07730

Hira, Gurvir and Daljeet      Deposit                    $31,976
21 Surrey Drive
Old Bridge, NJ 08857

Bercovicz, Israel and Sarah   Deposit                    $21,282
10 Lambert Johnson Drive
Asbury Park, NJ 07712

Lindstrom, Diessner &                                     $1,216
Carr PC
136 Drum Point Road, Suite 6
Brick, NJ 08723

V. Estates at Galloway Woods, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Strober Building Supply                                 $103,382
Truss
81 Kresson Road
Haddonfield, NJ 08033

Russo, Robert and Kelly       Deposit                    $96,657
10 Seminde Street
Monroe Township, NJ 08831

Dechavez, Maria               Deposit                    $80,388
94 Tennyson Street
Carteret, NJ 07008

Chandler, Stephen and Jen     Deposit                    $39,528
1079 Bally Bunion Drive
Egg Harbor City, NJ 08215

Menser's Heating & Air                                   $33,593
800 Park Avenue
Lakewood, NJ 08701

Alfano, Phyllis and Durden,   Deposit                    $30,347
Gerald
2348 Linwood Avenue2P
Fort Lee, NJ 07024

RWZ Stairs and Rails                                     $24,580
520 James Street
Lakewood, NJ 08701

Property Dev. Services, Inc.                             $14,192
700 Hooper Avenue
Toms River, NJ 08753

Sunrise Concrete Company                                 $13,012
P.O. Box 435
Rushland, PA 18956

Waters and Bugbee Inc.                                   $10,091
75 South Gold Drive
Trenton, NJ 08691

Strober Building Supply Inc.                              $8,300
81 Kresson Road
Haddonfield, NJ 08033

East Coast Site Work                                      $8,084
6 Dickens Court
Howell, NJ 07731

Shoreline Plumbing &                                      $6,259
Heating
447 Stage Road
Tuckerton, NJ 08087

Township of Galloway                                      $5,187
300 East Jimmie Leeds Road
Absecon, NJ 08205

Michael J. Wright                                         $4,795
Construction Co.
16 Madison Avenue
Toms River, NJ 08753

Johnny on the Spot Inc.                                   $1,575
3168 Bordentown Road
Old Bridge, NJ 08857

Builders First Source                                     $1,464
20 South Middlesex Avenue
Monroe Township, NJ 08831

Advanced Site and Utility                                 $1,400
Contr.
1201 Wilkinson Drive
Toms River, NJ 08755

Manzo-Maroba Construction                                 $1,251
Beacon Hill Place
Morganville, NJ 07751

Johannessen & Leone                                         $749
Associates
Lansdale, PA 19446

W. The Shores at Little Egg Harbor, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Landscape Maintenance Services                 $18,923
491 Amwell Road
Building 1, Suite 100
Hillsborough, NJ 08844

Top Coat Paving, Inc.                           $3,369
P.O. Box 7
Lanoka Harbor, NJ 08734

Bailey Square Janitorial Inc.                     $930
16 South Street
P.O. Box 767
Freehold, NJ 07728

Advanced Site & Utility                           $900

Keystone/Maxx                                     $580

Strober Building Supply, Inc.                     $560

Vintage                                           $554

Zahn Transport, Inc.                              $552

Greenscape Landscaping                            $450

Atlantic City Electric Co.                        $422

Brennan Contracting                               $350

Sunrise Concrete Company                          $340

Adams, Rehmann & Heggan                           $340

All County Aluminum, Inc.                         $340

Willis Construction Services                      $310

Township of Little Egg Harbor                     $175

Michael J. Wright                                 $135

Guardian Protective Services                      $128

Robert Boehm                                   Unknown

Evans, Sean and Levitt, Dorian                 Unknown

X. Kara of Monmouth, LLC's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Maser Consulting                                $5,000
One River Centre, Building 2
Red Bank, NJ 07701

Willis Construction Services                    $4,369
25B Vreeland Road
Florham Park, NJ 07932

WJE                                             $2,673
P.O. Box 71801
Chicago, IL 60694

Almost Home, Inc.                               $1,350

Sunrise Concrete Company                        $1,321

Bailey Square Janitorial Inc.                     $900

Cerullo Fire Protection                           $830

Blue Ridge Drywall                                $450

Mobility Elevator & Lift Co.                      $315

Home Depot/GECF                                   $300

CME Associates                                    $288

Kirkpatrick and Lockhart                          $276

Jersey Central Power and Light                    $214

New Jersey Natural Gas                            $168

Johnny on the Spot                                $101

New Jersey American Water                          $17

ACH Concrete Corp.                             Unknown

Mary Anis                                      Unknown

Aspen Woods Homeowner's Association, Inc.      Unknown

Barnett, Sanford and Annette                   Unknown

Y. Bridgepointe at Harbor Heights, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
ICS LLC                                        $97,968
P.O. Box 363
Momnouth Junciton, NJ 08852

Township of Old Bridge                         $39,000
One Old Bridge Plaza
Old Bridge, NJ 08857

Robert McGowan                                 $25,083
P.O. Box 8
South Amboy, NJ 08879

Michael J. Wright                              $17,932

The Esposito Group LLC                         $15,000

Willis Construction Services                   $14,104

Manzo-Maroba Construction                       $3,101

J. Manzo Recycling Co.                          $2,535

Live Oak Landscaping Contractors                $1,935

Joe Mollis                                      $1,546

Agim Kargjozi                                   $1,500

Bill Stroud Excavating                          $1,500

Bailey Square Janitorial Inc.                   $1,070

Residential Warranty Corp.                        $498

Home Depot/GECF                                    $40

Mike and Joan Addeo                            Unknown

Mohammed Ahmed                                 Unknown

Herman and Teresa Alstong                      Unknown

Zamen Au/lau                                   Unknown

Boateng                                        Unknown

Z. Kara of Middlesex, LLC's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Marlboro Lawn Inc.                             $40,130
146 Route 79N
P.O. Box 122
Marlboro, NJ 07746

Sunrise Concrete Company                        $5,300
P.O. Box 435
911 Millcreek Road
Rushland, PA 18956

Willis Construction Services                    $4,714
25B Vreeland Road
Florham Park, NJ 07932

Manzo-Maroba Construction                       $4,300

The Esposito Group LLC                          $3,172

Scheer's Inc.                                   $2,291

First Choice Construction                       $1,900

East Coast Site Work                            $1,790

National Waterproofing Inc.                       $825

Straight Edge Striping                            $750

A-1 Bracket                                       $700

All Seasons Maintenance                           $680

Jersey Central Power and Light                    $314

John Peterman Trucking                            $280

Bailey Square Janitorial Inc.                     $275

Storm Master Co., Inc.                            $175

All County Aluminum Inc.                          $140

Home Depot/GECF                                   $104

Township of Monroe                                 $25

Rocky and Antoinette Barletta                  Unknown

AA. Kara at Emerald Hill, LLC's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Tile It, Inc.                                  $68,084
101 Park Avenue
Manalapan, NJ 07726

RWZ Inc. Stairs & Rails                        $47,102
520 James Street
Lakewood, NJ 08701

First Choice Construction                      $39,675
560 Tinton Avenue
Eatontown, NJ 07724

The Esposito Group LLC                         $38,671

Shoreline Plumbing & Heating                   $36,133

A-1 Bracket                                    $34,529

Benchmark, Inc.                                $34,270

Integrated Home Technologies                   $29,278

Ferguson Enterprises                           $26,930

Century Kitchens, Inc.                         $24,897

BP Associates                                  $20,586

Home Remodeling Concepts                       $19,881

Innovative Heating and Cooling                 $19,810

Township of Marlboro                           $19,207

ACH Concrete Corp.                             $12,823

Construction Pros Corp.                        $12,776

Strober Building Supply, Inc.                  $11,064

Quality Insulation, LLC                         $7,586

WB Drilling, Inc.                               $6,697

Jersey Central Power and Light                  $6,445

AB. Kara at Evergreen Estates, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
A-1 Bracket                                    $44,904
145 West Philadelphia Avenue
Morrisville, PA 19067

Owen Little & Associates Inc.                  $15,387
443 Atlantic City Boulevard
Beachwood, NJ 08722-4003

Vintage                                        $10,260
811 Sixteenth Avenue
Belmar, NJ 07719

Sunrise Concrete Company                        $5,950

Lou's Electric                                  $5,911

Property Dev. Services II, Inc.                 $5,049

Landscape Maintenance Services                  $3,975

Scheer's Inc.                                   $3,000

RWZ Inc. Stairs & Rails                         $2,549

Straight Edge Striping                          $2,485

ADE, Inc.                                       $2,228

Advanced Site & Utility                         $2,100

Browning Landscape                              $1,860

Strober Building Supply, Inc.                   $1,796

Century Kitchens, Inc.                          $1,728

Michael J. Wright                               $1,510

AII Concepts                                    $1,161

Bailey Square Janitorial Inc.                     $946

All County Aluminum Inc.                          $810

RC Shea & Associates                              $793

AC. Kara at North Haledon, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Borough of North Haledon                       $42,539
Municipal Building
103 Overlook Avenue
Haledon, NJ 07508

Bill Stroud Excavating                         $13,282
81 River Road
Flanders, NJ 07836

Home Remodeling Concepts                        $6,500
4 Dale Drive
Fairfield, NJ 07004

JV Excavators & Contractors, LLC                $5,500

Vintage                                         $5,175

RWZ Inc. Stairs & Rails                         $4,762

G.E. Cap Modular Space                          $3,389

EWG                                             $1,634

Aldo Carpets, Inc.                              $1,585

A-1 Bracket                                       $900

Obar Systems, Inc.                                $500

Grinnell Recycling                                $325

Diamond Finish Restoration                        $254

Home Depot/GECF                                   $233

Guardian Air Care Inc.                            $225

K&M Contracting Inc.                              $212

Amber Plumbing & Heating                          $160

Weissman Engr. Co., P.C.                          $130

Hecht Trailers Inc.                                $95

Wagner Electric Corp.                              $90

AD. Kara at Island Breeze, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Najarian Associates                             $4,300
1 Industrial Way West
Eatontown, NJ 07724

Home Safety Products                            $3,621
315 Raritan Avenue
Highland Park, NJ 08904

C&R Plumbing & Heating                          $3,330
822 Route 9
Lanoka Harbor, NJ 08734-1707

Landscape Maintenance Services                  $3,000

Runyon                                          $2,544

Aquatic Services                                $2,452

Sunrise Concrete Company                        $2,238

Bell Concrete                                   $1,862

Builders First Source                           $1,133

Atlantic City Electric Co.                        $929

Art Associates Design Group                       $920

Vintage                                           $594

R&T Contractors                                   $565

Jersey Shore Seamless Gutters                     $525

Blue Ribbon Roofing and Siding                    $355

Woodhaven Lumber & Millwork                       $290

Verizon                                           $210

Bailey Square Janitorial Inc.                     $190

RWZ Inc. Stairs & Rails                           $175

Reynolds Painting Group LLC                       $150

AE. Kara at Island Crest, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Robcon Builders                                 $6,700
145 West Philadelphia Avenue
Morrisville, PA 19067

Mitchell Hardware                               $2,696
235 Delsea Drive
Sewell, NJ 08080

Moon Site Management                              $964
1955 Quarry Road
Morrisville, PA 19067

Home Depot/GECF                                   $786

Blue Ribbon Roofing and Siding                    $550

ADE, Inc.                                         $425

Bailey Square Janitorial Inc.                     $420

Marturano Recreation Company                      $301

Willis Construction Services                      $264

Wagner Electric Corp.                             $225

Woodhaven Lumber & Millwork                       $126

Najarian Associates                               $100

Verizon                                            $34

Mountain Millwork Inc.                             $18

Stafford Township                                   $0

Di and Voight, Quido Bartola                   Unknown

Ken and Ellen Bernabe                          Unknown

Dennis Carollo                                 Unknown

Cochran                                        Unknown

Frank Crowley                                  Unknown

AF. Kara at Island Gate, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
RC Shea & Associates                           $14,324
244 Main Street
Toms River, NJ 08753

A-1 Bracket                                     $7,500
145 West Philadelphia Avenue
Morrisville, PA 19067

Bailey Square Janitorial Inc.                   $7,095
16 South Street
P.O. Box 767
Freehold, NJ 07728

Art Associates Design Group                     $6,519

EWG                                             $3,496

Najarian Associates                             $3,350

Moon Site Management                            $3,244

Sunrise Concrete Company                        $1,633

Willis Construction Services                    $1,181

Atlantic City Electric Co.                      $1,067

MGS Corp.                                         $988

M&Z Engineering                                   $695

Verizon                                           $678

East Coast Site Work                              $636

Michael J. Wright                                 $451

RWZ Inc. Stairs & Rails                           $429

Vintage                                           $339

Office Max                                        $170

Dreifuss-Prebilt, Inc.                            $145

Blue Ribbon Roofing and Siding                    $145

AG. Island Woods Estates by Kara Homes, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
RC Shea & Associates                           $14,256
244 Main Street
Toms River, NJ 08753

Willis Construction Services                   $12,709
25B Vreeland Road
Florham Park, NJ 07932

Gene Lieb                                      $12,560
439 B Route 34
Matawan, NJ 07747

Berry, Sahradnik, Riordan & Benson P.C.         $8,289

Sunrise Concrete Company                        $5,983

Najarian Associates                             $5,320

All Concepts                                    $3,735

Atlantic City Electric Co.                      $3,541

Property Development Services II, Inc.          $2,850

Century Kitchens, Inc.                          $2,241

Straight Edge Striping                          $2,150

Liberty Overhead Inc.                             $848

Monmouth Carpet & Upholstery                      $620

Lou's Electric                                    $620

Imagistics                                        $615

Stafford Township Tax Collector                   $602

Landscape Maintenance Services                    $267

Owen Little & Associates Inc.                     $216

Woodhaven Lumber & Millwork                       $180

Wagner Electric Corp.                             $157

AH. Kara at Kensington Hill, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Property Dev. Services II, Inc.                $11,680
700 Hooper Avenue
Toms River, NJ 08753

Scheer's Inc.                                   $5,537
601 Oakmont Street, Suite 400
Westmont, IL 60559

East Coast Site Work                            $3,012
6 Dickens Court
Howell, NJ 07731

G&R Trimming Contractors, Inc.                  $2,925

Willis Construction Services                    $2,105

Above All Heat                                  $1,498

Vintage                                         $1,442

Mr. John                                        $1,429

Shoreline Plumbing & Heating                    $1,215

All County Aluminum Inc.                        $1,206

Fortune Insulation Contracting                  $1,105

A-1 Bracket                                       $992

Dover Township                                    $538

Sunrise Concrete Company                          $538

Garden State Precast, Inc.                        $378

National Waterproofing Inc.                       $375

Home Depot/GECF                                   $343

Jersey Central Power and Light                    $312

JSW Inc.                                          $397

Johnny on the Spot                                $193

AI. Kara at Lakeshore Harbor, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Borough of Mt. Arlington                        $1,824
419 Howard Boulevard
Mount Arlington, NJ 07856

Thermal Design, Inc.                              $626
11 Timber Lane
Marlboro, NJ 07746

Willis Construction Services                      $450
25B Vreeland Road
Florham Park, NJ 07932

Wagner Electric Corp.                             $230

Jason and Kustra Albert                        Unknown

Mark and Darlene Anderson                      Unknown

Christina Andreano                             Unknown

Nikki Aquino                                   Unknown

Jim Baccaro                                    Unknown

Borough of Mt. Arlington                       Unknown

Ingrid Burke                                   Unknown

Caffrey                                        Unknown

Ms. Calabro                                    Unknown

Jim and Bletlko, Cindi Carrier                 Unknown

Dean Cary                                      Unknown

Club House (Lirelle)                           Unknown

Rosemarie Cohen                                Unknown

Thomas and Julianne Conklin                    Unknown

D&C Electrical Contractors Inc.                Unknown

Frank and Paula Darling                        Unknown

AJ. K & W Builders, Inc.'s Three Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Sayed Arafa                                    Unknown
598 Somerset
Toms River, NJ 08753

Dillon                                         Unknown
607 Somerset
Toms River, NJ 08753

Township of Dover                              Unknown
33 Washington Street
P.O. Box 728
Toms River, NJ 08754-0728

AK. Kara at Cedar Grove, LLC's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Willis Construction Services                    $3,609
25B Vreeland Road
Florham Park, NJ 07932

Floors, Inc.                                      $931
2 Campus Drive
Burlington, NJ 08016

Bailey Square Janitorial Inc.                     $750
16 South Street
Freehold, NJ 07728

Terry Gribben's Transcription Service             $740

Staples Acc#NY@012185                             $166

George and Lynn Anderson                       Unknown

Kemel Aydin                                    Unknown

Matt and Amy Bales                             Unknown

Jason and Jill Bergman                         Unknown

Lee and Gene Blumenthal                        Unknown

Hany S. Brollesy                               Unknown

Pete and Karen Bruzzo                          Unknown

Capobianco                                     Unknown

Tracey and Anthony Castellano                  Unknown

Nancy Cattle                                   Unknown

Ceder Grove Township                           Unknown

Chris and Melanie Cervino                      Unknown

Tony Chuen/Xiang                               Unknown

Jerry Colombino                                Unknown

Cun Gaung Lin                                  Unknown

AL. Sterling Woods at Barnegat, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
EWG                                             $4,408
215 First Street
Dunellen, NJ 08812

Willis Construction Services                    $3,370
25B Vreeland Road
Florham Park, NJ 07932

Jersey Central Power and Light                  $3,071
c/o Daniel F. Sahin, P.C.
P.O. Box 838
Clarksburgh, NJ 08510

East Coast Funding, LLC                         $2,940

East Coast Site Work                            $2,862

WSB Engineering Group, P.A.                     $2,502

All Concepts                                    $1,353

T.C. & Associates, Inc.                           $838

Blue Ribbon Roofing and Siding                    $820

Better Than the Rest Cleaning                     $375

National Waterproofing Inc.                       $375

Johannessen & Leone                               $345

East Lake Interiors LLC                           $300

Strober Building Supply, Inc.                     $266

Zee Medical Inc.                                  $193

New Jersey Natural Gas                            $175

Western Pest Services                             $159

Johnny on the Spot                                 $30

Costa                                          Unknown

Leonora Dattilo                                Unknown

AM. Kara at Tallymawr, LLC 's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Sunrise Concrete Company                       $35,889
P.O. Box 435
911 Millcreek Road
Rushland, PA 18956

Willis Construction Services                   $28,553
25B Vreeland Road
Florham Park, NJ 07932

Krupnick Family Trust                          $24,748
1400 River Avenue
Lakewood, NJ 08701

G&R Trimming Contractors, Inc.                 $24,735

Big Jim's                                      $19,559

Fenton Tile Company                            $17,565

A-1 Bracket                                    $13,948

All County Aluminum, Inc.                      $10,270

Dover Township                                  $8,823

Richard Brand                                   $8,622

Integrated Home Technologies                    $8,018

East Lake Interiors LLC                         $6,522

Shoreline Plumbing & Heating                    $6,308

Mr. John                                        $5,450

RWZ Inc. Stairs & Rails                         $5,295

Dover Township                                  $5,000

Menser's Heating and Air, Inc.                  $4,853

Four Seasons Insulation Corp.                   $4,500

Berry Sahradnik Riordan & Benson P.C.           $3,531

Strober Building Supply, Inc.                   $2,590

AN. Kara at White Oak, LLC's 18 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Whirlpool Corp.                                   $431
P.O. Box 532415
Atlanta, GA 30353-2406

Scheer's Inc.                                     $159
601 Oakmont Street, Suite 400
Westmont, IL 60559

Willis Construction Services                      $132
25B Vreeland Road
Florham Park, NJ 07932

Thomas and Karen Aballo                        Unknown

Cotelo                                         Unknown

Filipone                                       Unknown

Debbie Guarino                                 Unknown

Suzanne Heagan                                 Unknown

Mahesh Khemraj                                 Unknown

Kleissler/Milazzo                              Unknown

Lewis                                          Unknown

Dr. and Hema Mehta                             Unknown

Roger Shupe                                    Unknown

Denis and Eileen Speranza                      Unknown

Ed and Diana Sunday                            Unknown

Township of Dover                              Unknown

Universal Forest/Eastern Division, Inc.        Unknown

Gabe Vitale                                    Unknown

AO. Kara at Berkeley, LLC's 19 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Township of Berkeley                           $40,296
627 Pinewald-Keswick Road
P.O. Box B
Bayville, NJ 08721-0287

Willis Construction Services                    $5,764
25B Vreeland Road
Florham Park, NJ 07932

Bell Concrete Inc.                              $2,716
40 Pine Avenue
Freehold, NJ 07728

Oswald Enterprises, Inc.                        $1,850

Wagner Electric Corp.                           $1,180

Michael J. Wright                                 $810

M&Z Engineering                                   $650

Jersey Central Power and Light                    $473

RWZ Inc. Stairs & Rails                           $452

Coast Bath Resurfacing                            $365

C&L Sweeper Services                              $243

Keystone/Maxx KSD Corp.                           $120

All County Aluminum Inc.                           $50

Home Depot/GECF                                    $37

Century Kitchens, Inc.                             $21

Cesar and Luz                                  Unknown

Laura Anderson                                 Unknown

Ozzie and Margie Berrios                       Unknown

Better Than the Rest Cleaning                  Unknown

AP. Kara at Madison, LLC's 11 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Bayshore Regional S.A.                        $228,021

Wilentz Goldman and Spitzer                    $57,279
99 Woodbridge Center Drive
Woodbridge, NJ 07095-0958

Kirkpatrick and Lockhart                       $10,478
One Newark Center
Newark, NJ 07102

Township of Aberdeen                            $5,328

T&M Associates                                  $5,165

Harlyn Associates                               $1,500

Maser Consulting                                $1,410

Roy T. Deboer, P.A.                               $260

Michael and Teresa Batson                      Unknown

Anthony and Helen Scarpa                       Unknown

Township of Aberdeen                           Unknown

AQ. KH Builders, LLC's 11 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Bass                                           unknown
1156 No. Maple Avenue
Toms River, NJ 08755

Sadeghi, Frank and Guisella                    unknown
1194 No. Maple Avenue
Toms River, NJ 08755

Township of Dover                              unknown
33 Washington Street
P.O. Box 728
Toms River, NJ 08754-0728


KARA HOMES: Can Borrow Up to $8 Million from Plainfield
-------------------------------------------------------
The Honorable Michael B. Kaplan of the United States Bankruptcy
Court for the District of New Jersey authorized Kara Homes Inc.,
Kara at Hawkins Ridge LLC and their debtor-affiliates to borrow,
on a final basis, in a maximum amount of $7,999,217 from
Plainfield Specialty Holdings II Inc.

The Debtors said that the proceeds of the credit facility will be
use to fund:

    a. the completion of the construction of certain of Hawkins
       Ridge's properties; and

    b. fees and expenses related to the Plainfield facility and
       other expenses, including a facility fee of $57,000 and a
       repayment fee of 1% of all advances to be repaid under the
       Plainfield facility.

The Plainfield facility, totaling $7,999,217, bears an interest
rate of 12% per annum.

In exchange for the financing under the Plainfield facility, Kara
Homes tells the Court that Hawkins Ridge will grant Plainfield
a blanket priming lien, superior to all other liens, claims and
security interests of any other creditors on all of Hawkins
Ridge's present and future assets.

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.  
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard represents the Official Committee
of Unsecured Creditors.  Traxi LLC serves as the Debtors' crisis
manager.  The Debtors engaged Perry M. Mandarino as chief
restructuring officer, and Anthony Pacchia as chief financial
officer.  When Kara Homes filed for protection from its creditors,
it listed total assets of $350,179,841 and total debts of
$296,840,591.


KARA HOMES: Court Approves WTAS as Tax Return Preparers
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave Kara
Homes Inc. permission to employ Wealth and Tax Advisory Services
Inc. as its special tax return preparers.

The firm is expected to assist the Debtor in preparing the tax
returns for the year ending Dec. 31, 2006.

The Debtor tells the Court that the firm estimates it fees to
total $267,000 for preparing the Debtor's tax returns, plus out-
of-pocket expenses.

George T. Lyons, CPA, a member of the firm, assures the Court the
he does not hold any interests adverse to the Debtor's estate and
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Lyons can be reached at:

     George T. Lyons
     Certified Public Accountant
     Wealth and Tax Advisory Services Inc.
     452 Fifth Avenue, 23rd Floor
     New York, NY 10018
     Tel: (212) 525-4700
     Fax: (212) 525-4797/8/9
     http://www.wealth-tax.com/

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.  
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard represents the Official Committee of
Unsecured Creditors.  Traxi LLC serves as the Debtors' crisis
manager.  The Debtors engaged Perry M. Mandarino as chief
restructuring officer, and Anthony Pacchia as chief financial
officer.  When Kara Homes filed for protection from its creditors,
it listed total assets of $350,179,841 and total debts of
$296,840,591.


KELLWOOD COMPANY: Earns $7.4 Million in First Quarter Ended May 5
-----------------------------------------------------------------
Kellwood Company reported that for the first quarter ended
May 5, 2007, its net sales totaled $484.4 million, as compared to
$493.8 million in the first quarter last year.  Total net earnings
were $7.4 million, versus $9.2 million in the first quarter last
year.  

Included in total net earnings for the first quarter were net
earnings from discontinued operations of $1.4 million, versus
$8.1 million last year.  Results of discontinued operations in the
2006 first quarter include a $6.3 million reversal of an allowance
for tax exposures no longer deemed necessary due to the
finalization of an open tax year.

As of May 5, 2007, the company had total assets of $1.5 billion,
total liabilities of $842.8 million, and 637.4 million in total
stockholders' equity.

Working capital of discontinued operations increased $767,000 from
April 29, 2006, to May 5, 2007, due to reduced accounts payable
and accrued expense balances as the company completes the
dispositions and shutdown activities of these businesses.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?20d4

"We continue to make progress in the execution of our strategy as
demonstrated by our first quarter results which reflect the fourth
consecutive quarter of year-over-year improvement in gross margin
and net earnings," stated Robert C. Skinner, Jr., chairman,
president and chief executive officer.  

"Gerber Childrenswear and Baby Phat continued to excel during the
first quarter.  In addition, Sag Harbor women's sportswear
delivered improved sell through results at retail.  Our juniors
branded sportswear and dress businesses, consisting of My Michelle
and XOXO, also performed well based on our ability to bring trend
right product to market.  While we recognize that we can still do
better, Calvin Klein women's better sportswear showed improvement
over the prior year in retail sell through.  In addition, based on
the initial learnings from consumer preferences, we have made
adjustments to our Oscar upcoming merchandise assortments and
expect to see better results in the fall."

                     Share Repurchase Program

During the first quarter, the company repurchased an additional
137,100 shares or $3.8 million, for an average price of $27.90 per
share.  Kellwood has now repurchased a total of 2.5 million shares
for $64.3 million.  There remains the lesser of $10.7 million or
254,885 shares that can be repurchased under the original
$75 million stock repurchase authorization.

                        Quarterly Dividend

The Board of Directors declared a regular quarterly dividend of
$0.16 per common share, payable June 29, 2007 to shareholders of
record June 18, 2007.

                             Guidance

Mr. Skinner stated, "The retail landscape has and will continue to
change as a result of consolidation and the desire of our
customers to have their own private brands or exclusive brands
from their wholesale partners.  Recognizing this changing
environment, we developed and began implementing our five year
corporate strategy last fall - to reinvigorate our core moderate
business, expand into higher profile, better and above price point
brands, connect more directly with consumers and utilize our
operating infrastructure more efficiently to fund our growth.  
While not immune to this changing environment, we have confidence
that the ongoing execution of our strategies will position our
portfolio of brands for sustained growth in sales and profits."

For the second quarter of fiscal 2007, the company expects net
sales of about $460 million to $470 million, as compared to
actual net sales from ongoing operations of $459.6 million in the
second quarter of last year.

Net earnings from ongoing operations in the second quarter of
fiscal 2007 are estimated to be about $9.5 million to $10 million.  
The company anticipates realizing a gain on the sale of a building
in the second quarter of 2007 totaling $1 million after tax.  The
effective tax rate for the second quarter is expected to be 38%,
compared to 33.5% last year.

During the second quarter of 2007, the company announced that it
would consolidate its warehouse operations by closing its Chico,
California distribution center.  Restructuring charges of about
$4 million are expected to be incurred during the second and/or
third quarters of 2007 and the company anticipates realizing a pay
back through operating efficiencies over about the next 18 months.

For the fiscal 2007 year, the company continues to expect net
sales from ongoing operations to be about $2 billion.

                          About Kellwood

Kellwood Company (NYSE: KWD) - http://www.kellwood.com/-- is a  
$2 billion marketer of apparel and consumer soft goods.  It
specializes in branded as well as private label products, and
markets to all channels of distribution with product specific to
a particular channel.

                           *    *    *

As reported in the Troubled Company Reporter on April 4, 2007,
Moody's Investors Service affirmed Kellwood Company's Ba2
corporate family rating and probability of default ratings as well
as the Ba3, LGD5, 70% rating and assessment on the company's
senior unsecured notes.  The rating outlook remains negative.


KEYSTONE AUTOMOTIVE: Posts $8.4 Mil. Net Loss in Qtr. Ended Mar 31
------------------------------------------------------------------
Keystone Automotive Operations Inc. reported a net loss of
$8,460,000 on net sales of $146,250,000 for the first quarter
ended March 31, 2007, compared with net income of $476,000 on net
sales of $158,225,000 for the same period ended April 1, 2006.

The decline in sales compared to the prior year was due to a
combination of factors, including expected customer attrition
related to the Reliable acquisition in December 2005 as well as a
year over year decline in truck and SUV sales.  Net sales were
also impacted by continued conservative consumer spending on
certain discretionary items.

The net loss for the quarter ended March 31, 2007, is primarily
attributed to the $6.1 million non-cash charge for the write-off
of unamortized deferred finance charges, the $1.2 million increase
in interest expense related to the debt refinancing that was
completed in January 2007 and changes in variable interest rates,
the 7.6% decrease in sales, and the $1.0 million increase in
selling, general and administrative expense for the three month
period ended March 31, 2007, versus the three month period ended
April 1, 2006.

Income tax expense decreased by $5.4 million to a benefit of
$5.1 million for the three month period ended March 31, 2007, from
an expense $345,000 for the three month period ended April 1,
2006.  

Net cash provided by operating activities during the period ended
March 31, 2007, was $12.1 million compared with net cash provided
by operating activities of $7.7 million for the period ended April
1, 2006.  The increase was primarily due to a $37.1 million
increase in accounts payable and accrued liabilities partially
offset by increases in inventory and accounts receivable of
$15.5 million and $6.2 million, respectively.

Net cash used in financing activities during the period ended
March 31, 2007, was $6.2 million compared to net cash used in
financing activities of $617,000 during the period ended April 1,
2006.  The period ended March 31, 2007, includes $6.3 million of
new deferred finance charges related to the new Credit Agreement.

The Credit Agreement refinances and replaces the company's prior
senior secured credit agreement dated October 30, 2003.

At March 31, 2007, the company's balance sheet showed $714,521,000
in total assets, $534,418,000 in total liabilities, and
$180,103,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20d3

                    About Keystone Automotive

Keystone Automotive Operations Inc. -- http://www.ekeystone.com--  
is a distributor and marketer of specialty automotive equipment
and accessories in North America, providing product lines from
approximately 825 vendors to approximately 23,500 wholesale
customers.  The company operates four distribution centers and 19
non-inventory stocking cross-docks in the U.S. and Canada, as well
as a fleet of approximately 370 trucks that provide multi-day per
week delivery and returns covering 42 states and parts of Canada.

                           *    *     *

As reported in the Troubled Company Reporter on June 8, 2007,
Moody's Investors Service lowered the Corporate Family and
Probability of Default of Keystone Automotive Operations Inc.  to
B3 from B2.

Moody's also lowered the ratings of the company's senior secured
term loan to B2 from B1, and its guaranteed senior subordinated
notes to Caa2 from Caa1.  The outlook remains negative.


KOCAIM REALTY: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Kocaim Realty, L.L.C.
             4353 Bronx Boulevard
             Bronx, NY 10466

Bankruptcy Case No.: 07-11797

Debtor affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        4327-4337 Bronx Boulevard Realty, L.L.C.   07-11799

Chapter 11 Petition Date: June 11, 2007

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel: Jonathan S. Pasternak, Esq.
                  Julie A. Cvek, Esq.
                  Rattet, Pasternak & Gordon Oliver, L.L.P.
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Total Assets: $7,000,000

Total Debts:  $5,781,266

A. Kocaim Realty, LLC's Five Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
C.I.T. Small Business                               $1,244,041
Lending Corp.
1 C.I.T. Drive
Livingston, NJ 07039

Bronx Initiative Corp.                                $872,148
198 East 161st Street,
Suite 201
Bronx, NY 10451

Robert & Priscilla Laster                             $500,000
5523 Vaugn Road
Woodstock, GA 30188

G.D.H. Capital Corp.                                  $500,000
130 Weest Main Street
East Islip, NY 11730

H.S.B.C. Bank U.S.A., N.A.                            $450,000
One H.S.B.C. Center,
26th Floor
Buffalo, NY
Attention: Edward Flowers,
Senior Vice-President

B. 4327-4337 Bronx Boulevard Realty LLC's Largest Unsecured
   Creditor:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Joseph Pacerelli                                      $152,000
6 Carlisle Drive
Old Brookville, NY 11545


LB-UBS COMMERCIAL: Moody's Junks $3.10 Mil. Class S Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 17 classes of LB-UBS Commercial
Mortgage Trust 2002-C1, Commercial Mortgage Pass-Through
Certificates, Series 2002- C1 as follows:

   -- Class A-2, $57,794,216, Fixed, affirmed at Aaa;
   -- Class A-3, $242,000,000, Fixed, affirmed at Aaa;
   -- Class A-4, $457,847,000, Fixed, affirmed at Aaa;
   -- Class X-CL, Notional, affirmed at Aaa;
   -- Class X-CP, Notional, affirmed at Aaa;
   -- Class B, $48,162,000, Fixed, affirmed at Aaa;
   -- Class C, $18,643,000, Fixed, affirmed at Aaa;
   -- Class D, $10,875,000, Fixed, affirmed at Aaa;
   -- Class E, $18,643,000, Fixed, affirmed at Aaa;
   -- Class F, $24,857,000, Fixed, upgraded to Aaa from Aa1;
   -- Class G, $20,197,000, Fixed, upgraded to Aa1 from Aa3;
   -- Class H, $18,643,000, Fixed, upgraded to A1 from A3;
   -- Class J, $17,089,000, Fixed, affirmed at Baa1;
   -- Class K, $12,429,000, Fixed, affirmed at Baa3;
   -- Class L, $13,982,000, Fixed, affirmed at Ba1;
   -- Class M, $6,214,000, Fixed, affirmed at Ba2;
   -- Class N, $6,215,000, Fixed, affirmed at Ba3;
   -- Class P, $6,214,000, Fixed, affirmed at B2;
   -- Class Q, $4,661,000, Fixed, affirmed at B3;
   -- Class S, $3,107,000, Fixed, affirmed at Caa2.

As of the May 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 19.2%
to $1.00 billion from $1.24 billion at securitization.  The
Certificates are collateralized by 122 mortgage loans. The loans
range in size from less than 1.0% to 15.7% of the pool, with the
top 10 loans representing 37.4% of the pool.  Forty-two loans,
representing 36.7% of the pool, have defeased and are
collateralized by U.S. Government securities.

The pool includes three shadow rated loans, representing 23.5% of
the outstanding loan balance.  Four loans have been liquidated
from the pool with realized losses of approximately $284,000. Four
loans, representing 2.4% of the pool, are in special servicing.  
Moody's estimates losses of $4.4 million from all of the specially
serviced loans.  Fifteen loans, representing 9.4% of the pool, are
on the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 97.4% and 83.1%, respectively, of the pool.  
Moody's weighted average loan to value ratio for the conduit
component is 83.9%, compared to 86.1% at last review and compared
to 89.2% at securitization.  Moody's is upgrading Classes F, G and
H due to a high percentage of defeased loans and increased credit
enhancement.

The largest shadow rated loan is the Fashion Valley Mall Loan
($157.8 million -- 15.7%), which represents the senior portion of
a $186.9 million mortgage loan.  The loan is secured by a 1.7
million square foot super-regional mall located in San Diego,
California.  The mall is a dominant mall in its market. It is
anchored by Neiman Marcus, Nordstrom, Saks, Macy's, Bloomingdale's
and J.C. Penney.  Mall shop occupancy was 99.7% as of December
2006, essentially the same as at securitization. Comparable mall
shop tenant sales were $792 per square foot in calendar year 2006,
compared to $771 at last review and compared to $556 per square
foot at securitization. M oody's current shadow rating is Aaa,
compared to Aaa at last review and compared to Aa2 at
securitization.

The second largest shadow rated loan is the U-Haul Portfolio Loan
($48.1 million -- 4.8%), which consists of four cross
collateralized loans secured by 37 self storage facilities located
in 20 states.  The portfolio includes 16,500 units. Increases in
the portfolio's total revenue have been offset by increases in
expenses.  Nevertheless, the loan has benefited from amortization.
Moody's current shadow rating is A3, compared to Baa1 at last
review and compared to Baa1 at securitization.

The third largest shadow rated loan is the Westfield Portfolio B-
Note Loan ($30.1 million -- 3.0%), which represents the
subordinate portion of a $120.9 million mortgage loan.  The loan
is secured by two shopping centers located in California. Downtown
Plaza is a 1.2 million square foot mixed use project located in
downtown Sacramento. The center consists of 900,000 square feet of
retail space and three office buildings totaling 283,000 square
feet.  Eastland Center is an 870,000 square foot retail center
located in West Covina.  The financial performance of the
portfolio has declined since securitization due to increased
vacancy at Downtown Plaza.  Moody's current shadow rating is Baa3,
compared to Baa3 at last review and compared to Baa2 at
securitization.

The three largest conduit loans represent 7.5% of the pool.  The
largest conduit loan is the First Bank and Trust Center Loan
($37.7 million -- 3.8%), which is secured by a 468,000 square
foot, 22-story, Class A office building located in Metairie,
Louisiana.  The property suffered wind and water damage from
Hurricane Katrina, but most of the damage has been repaired.  As
of December 2006 the property was 92.3% occupied, compared to
94.0% at last review and compared to 93.0% at securitization.
Overall property performance remained stable.  However, a large
percentage of the tenant leases expire within the next 24 months.  
Rents in the New Orleans area and within the subject property have
declined.  Moody's current LTV reflects a reduced market rate.  
The loan is on the master servicer's watchlist due to low debt
service coverage and Hurricane Katrina.  Moody's LTV is in excess
of 100.0% compared to 87.1% at last review and compared to 77.2%
at securitization.

The second largest conduit loan is the Metro Park North Loan
($20.3 million -- 2.0%), which is secured by an 189,000 square
foot office building located in Rockville, Maryland.  As of
December 2006 occupancy was 100.0% the same as at last review and
at securitization.  Moody's LTV is 82.4%, compared to 85.8% at
last review and compared to 96.8% at securitization.

The third largest conduit loan is the Food 4 Less Shopping Center
Loan ($17.0 million -- 1.7%), which is secured by a 106,075 square
foot retail building located in Hollywood, California.  Moody's
LTV is 81.8%, compared to 86.5% at last review and compared to
87.9% at securitization.


LEINER HEALTH: S&P Holds Ratings and Retains Negative CrerditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on
Carson, California-based Leiner Health Products Inc., including
the 'B-' corporate credit rating, would remain on CreditWatch with
negative implications.

The ratings were originally placed on CreditWatch on March 23,
2007, following the company's announcement that it had voluntarily
suspended the production and distribution of all over-the-counter
products manufactured, packaged, or tested at its facilities in
the U.S. because of U.S. Food and Drug Administration observations
about product quality and deficiencies upon inspection of one
facility.

Subsequently, on April 25, 2007, the company announced that Dr.
Reddy's Laboratories was terminating, without Leiner's consent,
supply agreements related to certain Leiner OTC products.  

Recently, on June 7, 2007, the company announced that it was
consolidating its OTC Fort Mill, South Carolina, manufacturing
facility into its Wilson, North Carolina, and Garden Grove,
California, facilities and expects to realize cost savings through
plant consolidation and the reduction of operating expenses.
     
"While these announced cost reduction initiatives may aid in
restoring profitability in the intermediate term from lost OTC
sales, we remains concerned about the company's ability to meet
its financial covenant requirements for the quarter ending June
30, 2007, and if necessary, to secure an amendment prior to that
date," said Standard & Poor's credit analyst Bea Chiem.
     
"We will continue to closely monitor developments as they occur
and assess the impact of lost OTC business on future operating
performance," said Ms. Chiem.  "We will consider Leiner's ability
to manufacture and distribute OTC products under its consolidation
plan, regain lost customers, replace products from the DRL supply
agreement, meet financial covenants, and maintain adequate
liquidity, in resolving the CreditWatch listing."


LENOX GROUP: Edward Paolella Named as Chief Accounting Officer
--------------------------------------------------------------
Gregg A. Peters, Vice President of Finance, relinquished his
duties as principal accounting officer of the company on June 1,
2007, and the Board of Directors elected Edward C. Paolella to the
position of Vice President, Controller and Chief Accounting
Officer.  In his new position, Mr. Paolella will assume the duties
of principal accounting officer of the Company.

Mr. Paolella, 45 years of age, has been employed in the Lenox,
Inc. finance department for approximately 10 years in various
positions of increasing responsibility, including serving as
Corporate Controller for the past 5 years. Mr. Paolella does not
currently serve on any public company boards, and has no family
relationships with any director or executive officer of the
company.  Except for a restricted stock agreement, made as of
December 29, 2005, regarding an equity grant for 4,000 shares of
company stock, Mr. Paolella is not a party to any transaction with
the company or any subsidiary of the company.

                   About Lenox Group Inc.

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

                     Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2007,
Deloitte & Touche, LLP, in Minneapolis, Minnesota, raised
substantial doubt about Lenox Group Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditor pointed to the company's difficulties in meeting its
loan agreement covenants and financing needs.


LIBERTY TAX II: Has No Opinion on Peachtree Buyers' Tender Offer
----------------------------------------------------------------
Liberty Tax Credit Plus II L.P. said that it is neutral and has no
opinion with respect to whether or not unit holders should tender
their units in response to the unsolicited tender offer Peachtree
Partners, Ira Gaines and Barry Zemel.  The offering parties
planned to purchase up to 4.9% of the 115,917 outstanding limited
partnership units of Liberty at a price of $55.25 per unit.

As Liberty has previously disclosed to its unit holders, Liberty
is in the process of liquidating its portfolio of investments in
other limited partnerships.  It is uncertain at this time how much
money, if any, will be realized by the company and its unit
holders from the liquidation of Liberty's investments.  The
company notes that the partnership has made distributions in the
past from the disposition of its investments, but that there can
be no assurances what further dispositions or distributions, if
any, may occur in the future.

Liberty further notes that future distributions, if any, may be
greater or less than the price of the Offer.  The company has not
prepared itself or received from any third party any valuations of
its investments.  Accordingly, Liberty takes no position on
whether or not the Offer and its purchase price are attractive or
unattractive to unit holders from an economic point of view. The
company notes, however, that the administrative fee of $150 per
selling investor may substantially reduce the net sales proceeds
received by a selling unit holder.  Liberty further notes that
this $150 "administrative fee" is being charged and received by
the Offerors and not by Liberty itself.  The company imposes only
a $50 fee for its processing of transfer requests.

The company also wants to unit holders to consider certain
implications of the Offer.  First, the Offer raises certain
questions about its potential impact on Liberty's tax status for
federal income tax purposes.  The company is currently treated,
and has since its inception been treated, as a partnership and a
pass-through entity for federal income tax purposes -- a tax
status that is desirable and beneficial to Liberty and its
investors.  That beneficial tax status might be lost, and Liberty
might be taxed as a corporation, if it were deemed to be a
"publicly traded partnership" within the meaning of the Internal
Revenue Code and certain regulations promulgated by the Internal
Revenue Service.  It is uncertain whether or not the Offer, if
consummated, might cause Liberty to be deemed a "publicly traded
partnership" since the Offer by itself and/or in combination with
other transfers of Liberty's units, could result in a transfer of
more than two percent of the interests in Liberty during the year,
which might prevent it from relying on an Internal Revenue Service
"safe harbor" protecting against publicly traded partnership
treatment.

Accordingly, Liberty will only permit units to be transferred
pursuant to the Offer if the general partner determines, in its
sole discretion, either that the cumulative total number of
transfers in any tax year (including transfers prior to the Offer,
transfers pursuant to the Offer and any amount reserved for future
transfers outside of the Offer) falls within the safe harbor or
that the offering parties have provided sufficient assurances and
protection to the company, its partners and unit holders to allow
the transfers even though the aggregate annual transfers of
Liberty units may exceed the two percent safe harbor limitation.
Such sufficient assurances and protection by the offering parties
would include providing Liberty with:

   (i) an opinion of counsel that the Offer will not result in
       Liberty being deemed to be a "publicly traded partnership"
       for federal income tax purposes; and

  (ii) an agreement to indemnify Liberty, its partners and its
       unit holders for any loss or liability relating to any
       adverse tax consequences arising from the Offer.  This
       legal opinion and indemnity must be in a form and content
       satisfactory to Liberty and its counsel.

Second, the Offering Materials state that the offering parties
will not purchase more than 4.9% of Liberty's outstanding units,
including in that 4.9% amount the units already owned by the
Peachtree entities.  The Offering Materials, however, do not state
how many units the offering parties already own, so it is
impossible to determine from those materials how many units the
parties are willing to purchase.

Third, unit holders are reminded that any unit holder wishing to
sell his, her or its units must complete Liberty's standard
transfer and subscription documentation in accordance with
Liberty's standard practices and procedures.  Among other things,
each selling unit holder must individually sign each of the
company's required transfer documents.  Pursuant to the company's
well-established practices and procedures, Liberty does not
accept, and will not accept in connection with the Offer,
signatures by persons other than the selling unit holder who
purport to act based on a power of attorney executed by the unit
holder.  Persons who wish to sell their units to the offering
should so advise them, which will obtain from Liberty, and deliver
to the selling unit holder, the required standard transfer
documentation.

                       About Liberty Tax

Liberty Tax Credit Plus II L.P. invests in other limited
partnerships owning leveraged low-income multifamily residential
complexes that are eligible for the low-income housing tax credit
enacted in the Tax Reform Act of 1986, and to a lesser extent in
Local Partnerships owning properties that are eligible for the
historic rehabilitation tax credit.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2007, the
company's balance sheet at Dec. 31, 2006 showed $49,804,757 in
total assets, $61,701,595 in total liabilities, resulting in a
$12,598,384 stockholders' deficit.  Stockholders' deficit was
$6,869,110 at March 31, 2006.

The company's Dec. 31, 2006 balance sheet also showed strained
liquidity with $46,220,824 in total current assets available to
pay $61,451,595 in total current liabilities coming due within the
next 12 months.


LIBERTY TAX III: Remain Neutral on Peachtree's Tender Offer
-----------------------------------------------------------
Liberty Tax Credit Plus III L.P. has expressed no opinion and is
neutral with respect to whether or not unit holders should tender
their units in response to Peachtree Partners, Ira Gaines and
Barry Zemel's unsolicited tender offer to purchase up to 4.9% of
the 139,101 outstanding limited partnership units of Liberty at a
price of $40.75 per unit.

As Liberty has previously disclosed to its unit holders, the
company is in the process of liquidating its portfolio of
investments in other limited partnerships.  The company says it is
uncertain at this time how much money, if any, will be realized by
Liberty and its unit holders from the liquidation of its
investments.  Liberty notes that the partnership has made
distributions in the past from the disposition of its investments,
but that there can be no assurances what further dispositions or
distributions, if any, may occur in the future.  Liberty further
notes that future distributions, if any, may be greater or less
than the price of the Offer.  The company has not prepared itself
or received from any third party any valuations of its
investments.

Accordingly, the company takes no position on whether or not the
Offer and its purchase price are attractive or unattractive to
unit holders from an economic point of view.  The company notes,
however, that the administrative fee of $150 per selling investor
may substantially reduce the net sales proceeds received by a
selling unit holder.  Liberty further notes that this $150
"administrative fee" is being charged and received by the offering
parties and not by Liberty.  The company imposes only a $50 fee
for its processing of transfer requests.

The company also wants to unit holders to consider certain
implications of the Offer.  First, the Offer raises certain
questions about its potential impact on Liberty's tax status for
federal income tax purposes.  The company is currently treated,
and has since its inception been treated, as a partnership and a
pass-through entity for federal income tax purposes -- a tax
status that is desirable and beneficial to Liberty and its
investors.  That beneficial tax status might be lost, and Liberty
might be taxed as a corporation, if it were deemed to be a
"publicly traded partnership" within the meaning of the Internal
Revenue Code and certain regulations promulgated by the Internal
Revenue Service.  It is uncertain whether or not the Offer, if
consummated, might cause Liberty to be deemed a "publicly traded
partnership" since the Offer by itself and/or in combination with
other transfers of Liberty's units, could result in a transfer of
more than two percent of the interests in Liberty during the year,
which might prevent it from relying on an Internal Revenue Service
"safe harbor" protecting against publicly traded partnership
treatment.

Accordingly, Liberty will only permit units to be transferred
pursuant to the Offer if the general partner determines, in its
sole discretion, either that the cumulative total number of
transfers in any tax year (including transfers prior to the Offer,
transfers pursuant to the Offer and any amount reserved for future
transfers outside of the Offer) falls within the safe harbor or
that the offering parties have provided sufficient assurances and
protection to the company, its partners and unit holders to allow
the transfers even though the aggregate annual transfers of
Liberty units may exceed the two percent safe harbor limitation.
Such sufficient assurances and protection by the offering parties
would include providing Liberty with:

   (i) an opinion of counsel that the Offer will not result in
       Liberty being deemed to be a "publicly traded partnership"
       for federal income tax purposes; and

  (ii) an agreement to indemnify Liberty, its partners and its
       unit holders for any loss or liability relating to any
       adverse tax consequences arising from the Offer.  This
       legal opinion and indemnity must be in a form and content
       satisfactory to Liberty and its counsel.

Second, the Offering Materials state that the offering parties
will not purchase more than 4.9% of Liberty's outstanding units,
including in that 4.9% amount the units already owned by the
Peachtree entities.  The Offering Materials, however, do not state
how many units the offering parties already own, so it is
impossible to determine from those materials how many units the
parties are willing to purchase.

Third, unit holders are reminded that any unit holder wishing to
sell his, her or its units must complete Liberty's standard
transfer and subscription documentation in accordance with
Liberty's standard practices and procedures.  Among other things,
each selling unit holder must individually sign each of the
company's required transfer documents.  Pursuant to the company's
well-established practices and procedures, Liberty does not
accept, and will not accept in connection with the Offer,
signatures by persons other than the selling unit holder who
purport to act based on a power of attorney executed by the unit
holder.  Persons who wish to sell their units to the offering
should so advise them, which will obtain from Liberty, and deliver
to the selling unit holder, the required standard transfer
documentation.

                       About Liberty Tax

Based in New York City, Liberty Tax Credit Plus III L.P. is a
limited partnership, which was formed under the laws of the State
of Delaware on Nov. 17, 1988.  Liberty Tax Credit's general
partners are Related Credit Properties III L.P., a Delaware
limited partnership, and Liberty GP III Inc., a Delaware
corporation.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 23, 2007, the
company's balance sheet showed $129,386,228 in total assets and
$27,156,770 in total liabilities resulting in a $104,125,891
stockholders' deficit at Dec. 31, 2006.  The company also had
strained liquidity with $101,145,805 in total current assets
available to pay $206,452,627 in total current liabilities at
Dec. 31, 2006.


MAGNA ENTERTAINMENT: Selling San Luis Property for $24 Million
--------------------------------------------------------------
Magna Entertainment Corp. agreed to sell San Luis Rey Downs, a
training center located on approximately 205 acres in Bonsall,
California (approximately 40 miles from San Diego), to a
subsidiary of MI Developments Inc., its parent company, in return
for cash consideration of $24 million.  At April 30, 2007, the net
book value of the real estate property and other fixed assets of
San Luis Rey Downs was $6.2 million.

As the purchaser will need time to obtain the necessary
entitlements and other approvals to develop the property, it has
agreed to lease the property to a subsidiary of MEC for a three-
year period.  The triple-net lease provides for a nominal annual
rent and is terminable at any time by either party on four months'
notice.

For many years, San Luis Rey Downs has served as a training center
for horses that run primarily at non-MEC racetracks in Southern
California.  Over the period of its ownership, MEC have offered
other racetracks and industry stakeholders the opportunity to
participate in the ownership and financial burden of providing the
facility for use by the entire industry.  MEC have been unable to
consummate such a transaction and accordingly, the facility was
designated non-core to its operations and has been sold.

MEC's consideration of the real estate transactions was supervised
by the Special Committee of MEC's board of directors, consisting
of Jerry D. Campbell (Chairman), Jennifer Jackson and William J.
Menear.  The transactions were approved by MEC's board after a
favorable recommendation of the Special Committee.

                     About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(NASDAQ: MECA; TSX: MEC.A) -- http://www.magnaentertainment.com/   
-- owns and operates horse racetracks, based on revenue, acquires,
develops, owns and operates horse racetracks and related pari-
mutuel wagering operations, including off-track betting
facilities.  The company also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.  The
company owns and operates AmTote International Inc., XpressBet(R),
a national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, the
company has a 50% interest in HorseRacing TV(TM), a 24-hour horse
racing television network, and TrackNet Media Group, LLC, a
content management company formed for distribution of the full
breadth of MEC's horse racing content.

                        Going Concern Doubt

Chartered accountants, Ernst & Young LLP raised substantial doubt
of Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, and 2005.  The accountants pointed to
the company's recurring operating losses and working capital
deficiency.


MAGUIRE PROPERTIES: Affirms 2007 2nd Quarter Common Stock Dividend
------------------------------------------------------------------
Maguire Properties Inc.'s board of directors has declared its
second quarter 2007 common stock dividend of $0.40 per common
share.  The dividend is payable on July 31, 2007, to common
shareholders of record as of June 29, 2007.

The company also disclosed that its board has declared a dividend
payable on its Series A Preferred Stock for the period of May 1,
2007, through and including July 31, 2007, of $0.4766 per
preferred share.  The dividend is payable on July 31, 2007, to
preferred shareholders of record as of June 29, 2007.

Based in Los Angeles, California, Maguire Properties, Inc.
(NYSE:MPG) -- http://www.maguireproperties.com/-- owns and   
operates Class A office properties in the Los Angeles central
business district and is primarily focused on owning and operating
high-quality office properties in the Southern California market.  
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

                          *     *     *

As reported in the Troubled Company Reporter on March 30, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Maguire Properties Inc. and Maguire Properties L.P. to
'BB-' from 'BB'.


MERRILL LYNCH: Fitch Rates $25.1 Million Class B Certs. at BB
-------------------------------------------------------------
Fitch rates Merrill Lynch Mortgage Investors Trust, Mortgage Loan
Asset-Backed Certificates, series 2007-SD1:

     -- $246.3 million class A and class R 'AAA';
     -- $41.8 million class M-1 'AA';
     -- $21.8 million class M-2 'A';
     -- $19.3 million class M-3 'BBB';
     -- $25.1 class B (privately offered)'BB'.

The 'AAA' rating on the senior certificates reflects the 35.70%
credit enhancement provided by the 10.90% class M-1, 5.70% class
M-2, 5.05% class M-3, and 6.55% privately offered class B, along
with target overcollateralization of 7.50%.  In addition, the
ratings on the certificates reflect the quality of the underlying
collateral, and Fitch's level of confidence in the integrity of
the legal and financial structure of the transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of
$383,044,110.  As of the cut-off date, May 1, 2007, the mortgage
loans had a weighted average current loan-to-value ratio of
90.47%, weighted average coupon  of 8.608%, weighted average
remaining term to maturity of 335 months and an average principal
balance of $157,437.  Single-family properties account for 74.00%
of the mortgage pool, 2-4 family properties 8.52%, and condos
5.76%.  Approximately 94.31% of the properties are owner occupied.  
The three largest state concentrations are California (19.56%),
Florida (14.08%), New York (5.14%).

Merrill Lynch Mortgage Investors Inc. deposited the loans into the
trust, which issued the certificates, representing beneficial
ownership in the trust.  LaSalle Bank N.A. will act as Trustee.  
Wilshire Credit Corporation, rated 'RSS1' by Fitch, will act as
Servicer for this transaction.


METAMORPHIX INC: March 31 Balance Sheet Upside-Down by $59.1 Mil.
-----------------------------------------------------------------
MetaMorphix Inc. reported a net loss of $4,410,151 on revenue of
$794,321 for the first quarter ended March 31, 2007, compared with
a net loss of $4,085,743 on revenue of $846,017 for the same
period ended March 31, 2006.

The decrease in revenue was primarily due to the introduction of
canine archiving in the first quarter of 2006.  

Cost of revenues for the first quarter of 2007 was $450,590, a
$149,887, or a 25.0% decrease from the $600,477 for the first
quarter of 2006.  This decrease was primarily related to the
launch of the feedlot product line in the first quarter of 2006,
which incurred initial costs at a higher level than the stabilized
testing costs.

Research and development costs were $548,842 for the first quarter
of 2007 compared to $579,699 for the same quarter in 2006.  

General and administrative costs were $1,924,655 for the first
quarter of 2007 compared to $1,636,780 for the same quarter of
2006.  This $287,875, or 17.6% increase was primarily due to the
timing of professional fees associated with the company's SEC
filings, including audit, legal and valuation fees.  

Depreciation and amortization remained stable at $83,811 for the
quarter ended March 31, 2007 compared to $77,121 for the quarter
ended March 31, 2006.

Interest expense and accretion of debt discount increased
$151,725, or 9.9%, to $1,685,616 for the first quarter of 2007
from $1,533,891 for the same quarter in 2006.  This increase was
primarily due to the increase in the average debt balance for the
quarter.

Debt issue costs increased $37,669, or 8.0%, to $510,958 for the
first quarter of 2007 from $473,289 for the first quarter of 2006.
This is due to the commissions paid for the 10% Secured
Convertible Promissory Notes over the last year, which were
deferred and are being amortized over the three-year life of the
notes.

Other expense of $30,503 for the quarter ended March 31, 2006,
primarily related to the change in fair value of the embedded
derivative associated with the liquidated damages clause in the
registration rights section of the subscription agreement for the
10% Secured Convertible Promissory Notes.

At March 31, 2007, the company's balance sheet showed $9,682,423
in total assets and $68,789,245 in total liabilities, resulting in
a $59,106,822 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $575,366 in total current assets available
to pay $30,202,617 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20d2

                       Going Concern Doubt

Deloitte & Touche LLP, in McLean, Virginia, expressed substantial
doubt about Metamorphix ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses and negative cash flows
from operations, working capital deficiency and significant
accumulated deficit.

                         About MetaMorphix

Headquartered in Beltsville, Maryland, MetaMorphix Inc. --
http://www.metamorphixinc.com/ -- is developing a pipeline of     
innovative products addressing all major livestock sectors
including cattle, swine, poultry and aquaculture, as well as
developing products that enhance the health of companion animals.


MORGAN STANLEY: Moody's Rates Class B-4 Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Morgan Stanley ABS Capital I Inc. Trust
2007-NC3 and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by NC Capital Corporation originated,
adjustable-rate (77.5%) and fixed-rate (22.5%), subprime mortgage
loans acquired by Morgan Stanley Mortgage Capital Inc.  The
ratings are based primarily on the credit quality of the loans and
on protection against credit losses by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
the interest-rate swap and an interest  rate cap provided by
Morgan Stanley Capital Services Inc. Moody's expects collateral
losses to range from 7.00% to 7.50%.

Saxon Mortgage Services, Inc and Countrywide Home Loans Servicing
LP will service the mortgage.  Wells Fargo Bank, National
Association, is to act as master servicer.  Moody's has assigned
Saxon its servicer quality rating of SQ2+ as a servicer of
subprime mortgage loans.

Moody's has assigned Wells Fargo Bank, National Association, its
top servicer quality rating of SQ1 as a master servicer of
residential mortgage loans.

The complete rating actions are:

    * Morgan Stanley ABS Capital I Inc. Trust 2007-NC3

    * Mortgage Pass-Through Certificates, Series 2007-NC3

                    Class A-1, Assigned Aaa
                    Class A-2a, Assigned Aaa
                    Class A-2b, Assigned Aaa
                    Class A-2c, Assigned Aaa
                    Class A-2d, Assigned Aaa
                    Class M-1, Assigned Aa1
                    Class M-2, Assigned Aa2
                    Class M-3, Assigned Aa3
                    Class M-4, Assigned A1
                    Class M-5, Assigned A2
                    Class M-6, Assigned A3
                    Class B-1, Assigned Baa1
                    Class B-2, Assigned Baa2
                    Class B-3, Assigned Baa3
                    Class B-4, Assigned Ba1


MORGAN STANLEY: S&P Affirms CCC Rating on Class N Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of commercial mortgage pass-through certificates from
Morgan Stanley Dean Witter Capital I Trust 2003-HQ2.  
Concurrently, S&P affirmed its ratings on the remaining classes
from this transaction.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
     
As of the May 14, 2007, remittance report, the trust collateral
consisted of 48 loans with an aggregate balance of $824.6 million,
down from 51 loans with a balance of $936.1 million at issuance.  
The master servicer, Wells Fargo Bank N.A., provided financial
statements for 100% of the pool (excluding $58.9 million in
defeased collateral): 36% from year-end 2005 and 64% from interim
2006.  Based on this information, Standard & Poor's calculated a
weighted average debt service coverage of 1.77x for the pool, up
from 1.64x at issuance.  All of the loans in the pool are current.  
There are no loans with the special servicer.  To date, the trust
has experienced one loss totaling $5.2 million.
     
The top 10 loan exposures have an aggregate outstanding trust
balance of $579.1 million (70%).  The weighted average DSC for the
top 10 exposures was 1.83x, up from 1.77x at issuance.  The
eighth-largest exposure is on the master servicer's watchlist and
is discussed below.  Standard & Poor's reviewed property
inspections provided by Wachovia for all of the assets underlying
the top 10 exposures, and all but three of the properties were
reported to be in "good" condition.
     
At issuance, five of the top 10 loans exhibited credit
characteristics consistent with those of investment-grade
obligations.  Four of the top 10 loans exhibited credit
characteristics consistent with those of high investment-grade
obligations.  However, the second-largest loan in the pool,
Katy Mills, no longer exhibits credit characteristics of an
investment-grade obligation.  

The loans are:

     -- 1290 Avenue of the Americas is the largest loan in the
        pool, with a trust balance of $165 million (20%) and a
        whole-loan balance of $440 million.  The whole-loan
        balance consists of a $385 million A note and a
        $55 million B note.  The A-4 and A-5 ($165 million) pieces
        are included in this transaction.  The loan is secured by
        a 43-story, 2 million-sq.-ft. office property in midtown
        Manhattan.  Standard & Poor's adjusted net cash flow has
        been stable since issuance.  As of Sept. 30, 2006,
        occupancy was 100%.

     -- The second-largest loan in the pool, Katy Mills, is
        encumbered by a $148 million whole loan that was split
        into two pari passu pieces: a $93 million A-1 note, which
        is the trust collateral in this transaction, and a
        $55 million A-2 note held in the Morgan Stanley Capital I
        Trust Series 2003-IQ4 transaction.  A 1.2 million-sq.-ft.
        regional mall built in 1999 in Katy, Texas, which is
        approximately 25 miles west of Houston, secures the loan.    
        Standard & Poor's adjusted NCF is 20% below its level at
        issuance, primarily due to higher operating expenses.  
        However, sales and occupancy have both improved since
        issuance.  Sales per sq. ft. increased to $349, up from
        $285 per sq. ft. at issuance, and occupancy as of
        Sept. 30, 2006, was 96%, up from 91% at issuance.  
        Ownership of the borrower changed on April 3, 2007, when
        Simon Property Group Inc. (A-/Stable/--), an Indiana-based
        REIT, and Farallon Capital Management LLC, a California-
        based hedge fund, completed their acquisition of The Mills
        Corp.

     -- Oakbrook Center is the third-largest loan in the pool,
        with a trust balance of $78 million and a whole-loan
        balance of $234 million.  The whole-loan balance consists
        of a $234 million A note that is split into four pari
        passu pieces.  The A-2 piece ($78 million) is in this
        transaction.  The loan is secured by 1.6 million sq. ft.
        of a 2 million-sq.-ft. open-air regional mall in Oak
        Brook, Illinois, a suburb of Chicago.  The center also
        contains three office buildings with a total of 240,223
        sq. ft., a theater pad site, and a hotel pad site.  
        Standard and Poor's adjusted NCF has increased 18%
        from its level at issuance.  Occupancy was 97% as of
        Sept. 30, 2006.

     -- The fourth-largest loan is 52 Broadway, with a trust and
        whole-loan balance of $58.6 million.  The loan is secured
        by a 399,935-sq.-ft. office building in the financial
        district of Manhattan.  The United Federation of Teachers
        Local 2, American Federations Teachers, leases 100% of the
        building through a triple-net lease that expires in August
        2034.  The 28-month free rent period expired in April
        2005.  A $22.5 million letter of credit serves as
        additional collateral.  As of June 30, 2006, the DSC was
        2.36x.

     -- TruServ Portfolio 1 is the seventh-largest loan in the
        pool, with a trust and whole-loan balance of $26 million.  
        The loan is secured by three distribution warehouse
        centers totaling 1.4 million sq. ft. in Fogelsville,
        Pennsylvania, Springfield, Oregon, and Kingman, Arizona.           
        Each of the properties is 100% occupied by TruServ Corp.
        under a triple-net lease that expires at year-end 2022.  
        The DSC was 2.57x as of Sept. 30, 2006.

Wachovia reported a watchlist of four loans with an aggregate
outstanding balance of $33.9 million (4%).  The largest loan on
the watchlist, GPB-A Porfolio, is secured by eight anchored retail
properties located in various cities throughout Massachusetts.  
The properties were built between 1948 and 1970.  The loan was
placed on the watchlist due to deferred maintenance on several of
the properties and overall vacancies and lease expirations
totaling 13% within the next 12 months.  One property in
Dennisport, Massachusetts, reported occupancy of 58% after one
tenant vacated the property when its lease expired in May 2007.  
The DSC for the portfolio was 1.71x as of Dec. 31, 2005.
     
Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis. The
resultant credit enhancement levels support the raised and
affirmed ratings.

                       Ratings Raised
    
     Morgan Stanley Dean Witter Capital I Trust 2003-HQ2
        Commercial mortgage pass-through certificates

                      Rating
                      ------
        Class     To        From   Credit enhancement
        -----     --        ----    ----------------
         B         AA+       AA         14.06%
         C         AA        A           8.97%
         D         AA-       A-          7.85%
         E         A         BBB+        6.72%
         F         BBB+      BBB         5.44%
         
                       Ratings Affirmed
   
      Morgan Stanley Dean Witter Capital I Trust 2003-HQ2
         Commercial mortgage pass-through certificates

         Class     Rating            Credit enhancement
         -----     ------             ----------------
          A-1       AAA                   18.86%
          A-2       AAA                   18.86%
          G         BBB-                   4.46%
          H         BB+                    2.76%
          J         BB-                    2.06%
          K         B+                     1.77%
          L         B                      1.49%
          M         B-                     0.93%
          N         CCC                    0.64%
          X-1       AAA                     N/A
          X-2       AAA                     N/A
          
                    N/A - Not applicable.


NEW CENTURY: Court OKs Appointment of Michael Missal as Examiner
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the appointment of Michael J. Missal, a partner at Kirkpatrick &
Lockhart Preston Gates Ellis LLP, in Washington, D.C., as examiner
in the Chapter 11 proceedings of New Century Financial Corp. and
its debtor-affiliates.

The Order was issued following the Examiner's appointment by
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
on June 5, and the U.S. Trustee's subsequent application to
approve the appointment.

Counsel for the U.S. Trustee has consulted with the Debtors, the
Official Committee of Unsecured Creditors, and certain DIP
lenders regarding the Examiner's appointment.

The U.S Trustee previously sought to appoint a Chapter 11 trustee,
who would have had more powers than an examiner, to replace the
Debtors' management and take control of asset sales.

The Court, however, denied the U.S. Trustee's proposed Chapter 11
Trustee appointment, finding that the appointment of an examiner
is in the interests of creditors, equity security holders, and
other estate interests.

Specifically, Judge Carey directed the U.S. Trustee to appoint an
examiner whose main duties are:

  (a) to investigate any and all accounting and financial
      statement irregularities, errors or misstatements,
      including those that (i) gave rise to the need to restate
      the Debtors' financial statements for the first three
      quarters of 2006, and (ii) led the Debtors' management and
      audit committee to conclude that it was more likely that
      pre-tax earnings in the 2005 financial statements were
      materially overstated;

  (b) to identify and evaluate any claims or rights of action to
      the estates arising from the irregularities, errors and
      misstatements;

  (c) to investigate any of the Debtors' possible postpetition
      unauthorized use of cash collateral; and

  (d) to perform the duties of an examiner pursuant to Sections
      1106(a)(3) and 1106(a)(4) of the Bankruptcy Code.

Before commencing the investigation, the Examiner will meet and
confer with the Debtors, the Creditors Committee, and the U.S.
Trustee before June 15, 2007.  The Court will then hold a status
conference on June 15 at 10:00 a.m., to discuss with the parties
the results of the meeting and conference, and to order further
relief to aid the Examiner and accommodate the estate's needs.

Judge Carey further required the Examiner to file a report within
90 days of the appointment date, advising the Court as to:

  -- the status of the investigation;

  -- whether the Examiner believes that he needs additional time
      to complete the investigation; and

  -- whether the Examiner has identified additional areas or
     topics to be investigated and seen the need to broaden the
     investigation.

Subject to Court approval, the Examiner may retain counsel and
other professionals as needed.  They will be compensated and
reimbursed of their expenses pursuant to any procedures
established in the Debtors' cases.

Judge Carey further ruled that the Examiner will have the
standing of "party-in-interest" in regard to the matters within
the scope of the investigation.  However, "party-in-interest'
status is not for the purpose of intervening or joining in any
adversary proceeding involving the non-debtor counter parties or
any of the Debtors' lenders.

Judge Carey wants the Examiner to cooperate fully with any
governmental agencies, and to use best efforts to coordinate to
avoid unnecessary interference with, or duplication of, any
investigations conducted by the agencies.  The Examiner is also
asked to coordinate with the Debtors, their affiliates and
subsidiaries.

The Debtors will provide the Examiner all non-privileged
documents and information relevant to the investigation.  Subject
to confidentiality, the Creditors Committee will also provide
with access to all materials it has received on account of its
own discovery.

In a verified statement supporting the U.S. Trustee's Examiner
Appointment, Mr. Missal stated that he:

  (i) is not an insider of the Debtors;

(ii) does not hold any claim, debt or equity security of the
      Debtors; and

(iii) does not know whether any mutual fund or 401(k) plan in
      which he is an investor may hold debt or equity securities
      of the Debtors.

Mr. Missal further attested that he does not hold an interest
materially adverse to the Debtors' estates or any class of
creditors or equity security holders.

A former senior counsel for the Securities and Exchange
Commission's Division of Enforcement, Mr. Missal has been with
K&L Gates since 1987.  He is a member of the K&L Gates Management
Committee and a Practice Area Leader of K&L Gates' Policy and
Regulatory practice area.  His practice focuses on internal
investigations and securities enforcement matters.

K&L Gates comprises approximately 1,400 lawyers in 22 offices in
North America, Europe and Asia, and represents capital markets
participants, entrepreneurs, growth and middle market companies.

                        About New Century

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

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


NEW CENTURY: Examiner Selects K&L Gates as Legal Counsel
--------------------------------------------------------
Michael J. Missal, the duly appointed examiner in New
Century Financial Corp. and its debtor-affiliates'
Chapter 11 cases, asks the U.S. Bankruptcy Court for the
District of Delaware for authority to employ Kirkpatrick &
Lockhart Preston Gates Ellis LLP as his legal counsel,
nunc pro tunc to June 1, 2007, in connection with
all aspects of his investigation.

The Examiner believes that the retention of K&L Gates is
necessary to discharge his duties as Examiner.  He adds that the
firm has extensive experience in conducting numerous internal
investigations for public and private companies, non-profit
institutions, government entities and other organizations.  The
firm has also the resources to handle an internal investigation
of any size or issue.

Specifically, K&L Gates will:

  (a) take all necessary actions to assist the Examiner in his
      examination in the Debtors' cases;

  (b) prepare, on the Examiner's behalf, all reports, pleadings,
      applications and other necessary documents in the
      discharge of the Examiner's duties;

  (c) assist the Examiner in undertaking additional tasks that
      the Court may direct; and

  (d) perform all other necessary legal services to the Examiner
      in connection with the Debtors' cases.

Edward M. Fox, Esq., a partner at K&L Gates, says that his firm
will charge the standard hourly rates for its services to the
Examiner subject to a 10% discount on fees.  Mr. Fox is the lead
attorney to perform services to the Examiner.  He will charge
$775 per hour for his services.

The current hourly rates for K&L Gates' professionals are:

           Position                Hourly Rate
           --------                -----------
           Partners                $250 - $800
           Of Counsel              $190 - $825
           Associates              $150 - $500
           Paraprofessionals        $40 - $280

Mr. Fox assures the Court that K&L Gates is a disinterested party
and does not hold any interest materially adverse to the Debtors'
estates as required under Section 101(14).

                        About New Century

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

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


NEWCASTLE INN: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Newcastle Inn, Inc.
        60 River Road
        Newcastle, ME 04553

Bankruptcy Case No.: 07-10469

Type of Business: The Debtor operates and hotel and inn.
                  See http://www.newcastleinn.com/

Chapter 11 Petition Date: June 8, 2007

Court: District of Maine (Bangor)

Debtor's Counsel: Thomas M. Brown, Esq.
                  Eaton Peabody
                  P.O. Box 1210
                  Bangor, ME 04402-1210
                  Tel: (207) 947-0111
                  Fax: (207) 942-3040

Total Assets: $151,100

Total Debts:  $1,860,544

Debtor's List of its 18 Largest Unsecured Creditors:

   Entity                      Nature Of Claim        Claim Amount
   ------                      ---------------        ------------
Camden National Bank           Furniture, Fixtures      $1,200,000
P.O. Box 310                   and Equipment              Secured:
Camden, ME 04843                                          $100,000

                               Furniture, Fixtures         $50,000
                               and Equipment              Secured:
                                                          $100,000
                                                      Senior Lien:
                                                        $1,200,000

Town of Newcastle              2005 & 2006 Taxes           $20,000
94 River Road
P.O. Box 386
Newcastle, ME 04553-0386

Maine Revenue Service          Sales Tax                   $19,382
Compliance Division
P.O. Box 9101
24 State House Station
ME 04322-0024

First Equity                   Business Purchases          $17,435

Bank of America                Business Purchases          $10,472

Citi Business                  Business Purchases           $7,321

Camden National Bank           Business Purchases           $4,799
Cardmember Services

Boothbay Register              Advertising                  $3,059

Sam's Club                     Business Purchases           $2,627

Dell Financial Services        Computer Equipment           $2,007

Capital One Small Business     Business Purchases           $1,757

Dead River Company             Fuel Oil & Propane           $1,603

Lincoln County Publishing Co.  Printing                     $1,532

Greenwich Bay Trading Co.      Amenities                    $1,376

Dole & Bailey, Inc.            Food                           $949

New York Times                 Newspaper                      $760

James Arnold Company           Linen Supplier                 $465

Hill & Thompson, P.C.          Preparation of 2006         Unknown
                               Tax Returns


NEWSTAR COMMERCIAL: Moody's Rates $29.1MM Class E Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Newstar Commercial Loan Trust 2007-1:

   -- Aaa to the $336,500,000 Class A-1 Notes due 2022;
   -- Aaa to the $100,000,000 Class A-2 Notes due 2022;
   -- Aa2 to the $24,000,000 Class B Notes due 2022;
   -- A2 to the $58,500,000 Class C Notes due 2022;
   -- Baa1 to the $27,000,000 Class D Notes due 2022; and
   -- Ba2 to the $29,100,000 Class E Notes due 2022.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

Newstar Financial, Inc. will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


NORTH AMERICAN: Increases Revolving Credit Facility to $125 Mil.
----------------------------------------------------------------
North American Energy Partners Inc. has increased its revolving
credit facility to $125 million.

Effective June 7, 2007, the amended facility, with an initial
expiry date of June 7, 2010, replaces the company's existing
$55 million facility.  On each anniversary date, the term of the
facility can be extended for an additional year with the agreement
of the lenders.

"The restated terms of the facility substantially increase the
company's financial flexibility," Doug Wilkes, vice president,
finance and CFO of NAEPI, said.  "The additional capacity is an
important component of the access to capital that it requires to
effectively support the company's business growth targets."

The agreement is with a syndicate of four lenders.  The Lead
Arranger and Administrative Agent, Canadian Imperial Bank of
Commerce, and the Syndication Agent, Bank of Montreal, together
with BNP Paribas and Scotiabank make up the lending syndicate.

Headquartered in Acheson, Alberta, Canada, North American Energy
Partners Inc. (TSX: NOA) (NYSE: NOA) -- http://www.nacg.ca/--   
is one of the largest providers of mining and site preparation,
piling and pipeline installation services in western Canada.  For
more than 50 years, the company has provided services to large
oil, natural gas and resource companies, with a principal focus on
the Canadian oil sands.  The company maintains one of the largest
independently owned equipment fleets in the region.

                          *     *     *

On December 2006, Moody's Investors Service upgraded North
American Energy Partners Inc.'s Corporate Family Rating to B2 from
B3; its Probability of Default Rating to B2 from B3; and its
senior unsecured note rating to B3, LGD4, 67% from Caa1, LGD5,
72%.


NRG ENERGY: Completes $4.4 Bil. Senior Credit Facility Refinancing
------------------------------------------------------------------
NRG Energy, Inc. has completed the $4.4 billion refinancing of its
senior credit facility announced on May 2, 2007.

This transaction resulted in a 25 basis points reduction in the
first lien pricing grid, a $200 million reduction in the synthetic
letter of credit facility to $1.3 billion, and various amendments
to provide improved flexibility and efficiency for returning
capital to shareholders and asset repowering and investment
opportunities.  The pricing of the Term B and LC facilities is now
LIBOR + 175 basis points with further reductions available upon
the achievement of certain financial ratios.

On May 2, 2007, the company also disclosed its intent to form a
holding company later in 2007.  Under the refinanced credit
facility, the company, at its option, can move $1 billion of the
Term B debt to a new senior credit facility at the new holding
company, which was entered into June 8 as part of the refinancing
transaction.  Use of the net proceeds from the holding company
facility to pay down the NRG Term B debt will expand the company's
restricted payments capacity under its senior unsecured notes by
the same amount.  When funded, the holding company facility will
price 75 basis points wider than the existing senior secured
facility.

Other amendments to NRG's existing senior credit facilities
include amendments that:

   * permit the formation of the Holdco;

   * permit the payment of up to $150 million in common share
     dividends;

   * exclude principal and interest payments made on the holding
     company senior credit facility, once funded, from being
     considered restricted payments under the senior credit
     facilities;

   * modify the existing excess cash flow prepayment mechanism so
     that the prepayments are offered to both NRG and the holding
     company on a pro rata basis; and

   * provide additional flexibility to NRG with respect to certain
     covenants governing or restricting the use of excess cash
     flow, new investments, new indebtedness and permitted liens.

"The planned implementation of a new Holding Company structure
took a significant step forward with the closing of the Holdco
credit facility," commented Robert Flexon, NRG Energy's Executive
Vice President and Chief Financial Officer.  "Once the Holdco
regulatory approvals are received the Holdco will be put in place
and funded, providing the company with significantly improved
capital allocation flexibility for investment and returning
capital to shareholders."

                             About NRG

A Fortune 500 company, NRG Energy, Inc. (NYSE: NRG) --
http://www.nrgenergy.com/-- owns and operates a diverse portfolio
of power-generating facilities, primarily in Texas and the
Northeast, South Central and West regions of the U.S.  Its
operations include baseload, intermediate, peaking, and
cogeneration and thermal energy production facilities.  NRG also
has ownership interests in generating facilities in Australia,
Germany and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter - Latin America on
May 9, 2007, Moody's Investors Service affirmed the ratings of NRG
Energy, Inc., including its Corporate Family Rating at Ba3, the
Probability of Default Rating at Ba3, the senior unsecured debt at
B1, and its Speculative Grade Liquidity Rating of SGL-2, following
the company's announcement to return more capital to shareholders
in the form of existing and future share repurchases and to begin
paying a common dividend during the first quarter of 2008.

Moody's also affirmed NRG's Ba1 bank loan rating for the company's
secured revolving credit and term loan facility, which is being
amended and re-priced.  The rating outlook for NRG remains
negative.


OAK STREET: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Oak Street Mortgage, L.L.C.
        fdba Cresleigh Financial Services, L.L.C
        11555 North Meridian Street, Suite 540
        Carmel, IN 46032

Bankruptcy Case No.: 07-05279

Type of Business: The Debtor is engaged in the residential
                  mortgage origination business.

Chapter 11 Petition Date: June 8, 2007

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Jeffrey A. Hokanson, Esq.
                  Hostetler & Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

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.


OWENS-ILLINOIS: Rexam Sale Prompts S&P's Stable Outlook
-------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Owens-
Illinois Inc. to stable from negative.  S&P affirmed the 'BB-'
corporate credit, 'B' unsecured debt, and 'B-' preferred stock
ratings.  The outlook revision follows the company's announcement
that it has entered into a definitive agreement to sell its
plastics packaging business to Rexam PLC for a total consideration
of about $1.82 billion, to be paid in cash at closing.
      
"We expect an improvement in the company's financial profile, as
Owens-Illinois intends to use the majority of the sale proceeds to
repay senior secured notes maturing in 2009, 2011, and 2012," said
Standard & Poor's credit analyst Liley Mehta.
     
The transaction, which has been approved by the board of directors
of both Rexam and Owens-Illinois, is expected to close early in
the third quarter of 2007, subject to regulatory approvals and
Rexam shareholder approval.

At the same time, Standard & Poor's placed its ratings on the
company's senior secured credit facilities and notes on
CreditWatch with positive implications.  If there is no change in
the proposed transaction and expected level of debt reduction, S&P
will raise the issue ratings on all of the bank credit facilities
and senior secured notes of Owens-Illinois Inc. and its wholly
owned subsidiary, Owens-Brockway Glass Container Inc., to 'BB+'
from 'BB' and revise the related recovery rating to '1' from '2'.  
The new ratings indicate S&P's expectation that lenders and
noteholders would experience very high (90%-100%) recovery of
principal in a payment default.
     
The ratings on the senior secured notes being repaid will be
withdrawn upon completion of the transaction.  After the planned
debt reduction, S&P expect total debt to be about $4 billion.
     
The ratings affirmation on Owens-Illinois and related entities
incorporates the expected improvement in the company's credit
measures and debt maturity profile, assuming the transaction is
completed as proposed.  The ratings reflect the company's
satisfactory business position and attractive profitability,
offset by a highly leveraged financial profile, and meaningful
concerns regarding its asbestos liability.


PAC-WEST TELECOMM: U.S. Trustee Appoints Seven-Member Committee
---------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appointed seven members to serve on an Official Committee of
Unsecured Creditors in Pac-West Telecomm Inc.'s Chapter 11
case:

     1. The Bank of New York.
        Attn: Gary S. Bush
        101 Barclay Street, Floor 8W
        New York, NY 10286
        Telephone: (212) 815-2747
        Fax: (732) 667-4737;

     2. Wells Fargo Bank, N.A.
        Attn: Julie J. Becker, vice president
              Thomas M. Korsman, vice president
        Sixth and Marquette, MAC N9303-120
        Minneapolis, MN 55479
        TElephone: (612) 316-4772
        Fax: (612) -667-9825   

     3. SMH Capital Advisors, Inc.
        Attn: Dwayne A. Moyers
        4800 Overton Plaza
        Suite 300, Fort Worth, TX 76109
        Telephone: (817) 731-9559
        Fax: (817) 763-5559

     4. Curtiswood Capital, LLC
        Attn: Robert Scott Nieboer
        104 Woodmont Blvd, Suite 200
        Nashville, TN 37205
        Telephone: (615) 386-0231
        Fax: (615) 386-0412

     5. Kutir Corporation
        Attn: Joseph Gerald Ignatius
        7339 Carter Avenue
        Newark, CA 74560
        Telephone: (608) 373-8731
        Fax: (510) 694-9699;

     6. AT&T (Bell South/SBC)
        Attn: David J. Egan
        722 N. Broadway, Floor 11        
        Milwaukee, WI 53202
        Telephone: (414) 227-6624
        Fax: (414) 227-6652

     7. Verizon Communications Inc. (Verizon/MCI)
        Attn: William G. Cummings
        240 E. 38 Street, Room 15-9
        New York, NY 10016
        Telephone: (212) 338-6930,
        Fax: (212) 302-9177

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 Stockton, California, Pac-West Telecomm Inc. (OTC:
PACW.PK) -- http://www.pacwest.com/-- is a local exchange  
carrier.  Pac-West's network averages over 120 million minutes of
voice and data traffic per day, and carries an estimated 20% of
the dial-up Internet traffic in California.  In addition to
California, Pac-West has operations in Nevada, Washington,
Arizona, and Oregon.

The company and its affiliates filed for Chapter 11 protection on
April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through
07-10567).  Jeremy W. Ryan, Esq. and Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $53,883,888 and total
debts of $66,358,711.


PAIVIS CORP: Berlin-Bremen Exchange Listing Not Authorized
----------------------------------------------------------
Paivis Corp. management discloses that its common shares have been
listed, without company knowledge or authorization, for trading on
the Berlin-Bremen Stock Exchange.

Listing of shares on the Berlin-Bremen Stock Exchange has in the
past been associated with naked short selling of shares in the
United States.  The Berlin listing possibly creates a "sham"
arbitrage between the two markets that may generate a "loophole"
in the Reg. SHO naked short selling regulation that governs short
selling in the U.S. securities markets.

The company is investigating this matter and is now in the process
of formally notifying authorities to immediately remove PAIVIS
shares from the Berlin-Bremen Stock Exchange.  The company has
also requested its Securities Counsel to report this incident to
the proper regulatory authorities and immediately ascertain who is
behind the unauthorized listing and pursue any and all appropriate
legal remedies available to the company.

Upon brief investigation, it appears that Paivis is one of a
number of small U.S. publicly traded companies whose stock has
been listed on the Berlin-Bremen Stock Exchange without the
company's prior knowledge, consent or authorization.  The
company's management and board of directors is appalled to learn
that it is possible for the company's common stock to be listed
and quoted for trading on an international stock exchange without
the company's approval.

The company urges investors interested in acquiring shares of
Paivis Corp., to do so only on the Over-the-Counter Electronic
Bulletin Board maintained by the NASD, under the trading symbol
"PAVC.OB"

"The company is investigating the high possibility there may be
discrepancies and imbalances in the company's share structure,"
Mr. Greg Bauer, Paivis Corp. CEO, stated.  "the company is in the
process of taking steps to protect its shareholders from any
irregularities in its trading market and potential illegal naked
shorting of its security."

                         About Paivis Corp.

Headquartered in Atlanta, Georgia, Paivis Corp. (OTC BB: PAVC.OB)
is a facility-based wholesale telecommunications carrier that
delivers many application/value-added services within the prepaid
services space.  The company operates and maintains a switching
facility, offering over 16,000 ports with connectivity to most
of the tier 1 carriers in the US and manages an extensive
international (A-Z) network.  In addition to the wholesale
business, Paivis maintains a large retail distribution network
for direct to consumer services.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 7, 2007,  
Jaspers+Hall PC, in Denver, Colorado, expressed substantial doubt
about Paivis Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Sept. 30, 2006.  The auditing firm pointed to the
company's recurring losses and its difficulties in generating
sufficient cash flow to meet its obligations and sustain its
operation.


PARK PLACE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Park Place of Layton, L.C.
        P.O. Box 512
        Kaysville, UT 84037

Bankruptcy Case No.: 07-22650

Chapter 11 Petition Date: June 11, 2007

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Noel S. Hyde, Esq.
                  5926 South Fashion Pointe Drive, Suite 200-D
                  South Ogden, UT 84403
                  Tel: (801) 394-1900
                  Fax: (801) 622-2200

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.


PATRIOT TAX: Remains Neutral on Peachtree Entities' Tender Offer
----------------------------------------------------------------
Patriot Tax Credit Properties L.P. has expressed no opinion and is
neutral with respect to whether or not its shareholders should
tender their units in response to the unsolicited tender offer by
Peachtree Partners, Ira Gaines and Barry Zemel, to purchase up to
4.9% of the 38,125 outstanding limited partnership units of
Patriot at a price of $33.15 per unit.

The Peachtree parties are not affiliated with Patriot or its
general partner.

As Patriot has previously disclosed to its unit holders, Patriot
is in the process of liquidating its portfolio of investments in
other limited partnerships.  It is uncertain at this time how much
money, if any, will be realized by Patriot and its unit holders
from the liquidation of Patriot's investments.  Patriot notes that
the partnership has made distributions in the past from the
disposition of its investments, but that there can be no
assurances what further dispositions or distributions, if any, may
occur in the future.

Patriot further notes that future distributions, if any, may be
greater or less than the price of the Offer.  Patriot has not
prepared itself or received from any third party any valuations of
its investments.  Accordingly, Patriot has taken no position on
whether or not the Offer and its purchase price are attractive or
unattractive to unit holders from an economic point of view.
Patriot notes, however, that the administrative fee of $150 per
selling investor may substantially reduce the net sales proceeds
received by a selling unit holder.  The company further notes that
this $150 "administrative fee" is being charged and received by
the Peachtree entities and not by Patriot.  The company imposes
only a $50 fee for its processing of transfer requests.

                      Impacts of the Offer

In addition, the company says unit holders may also wish to
consider certain ramifications of the Offer.

First, the Offer raises certain questions about its potential
impact on the company's tax status for federal income tax
purposes.  The company says that it is currently treated, and has
since its inception been treated, as a partnership and a pass-
through entity for federal income tax purposes -- a tax status
that is desirable and beneficial to Patriot and its investors.  
That beneficial tax status might be lost, and the company might be
taxed as a corporation, if it were deemed to be a "publicly traded
partnership" within the meaning of the Internal Revenue Code.  It
is uncertain whether or not the Offer, if consummated, might cause
the company to be deemed a "publicly traded partnership" since the
Offer by itself and/or in combination with other transfers of
Patriot's units, could result in a transfer of more than two
percent of the interests in Patriot during the year, which might
prevent it from relying on an Internal Revenue Service "safe
harbor" protecting against publicly traded partnership treatment.

Accordingly, the company will only permit units to be transferred
pursuant to the Offer if the general partner determines, in its
sole discretion, either that the cumulative total number of
transfers in any tax year (including transfers prior to the Offer,
transfers pursuant to the Offer and any amount reserved for future
transfers outside of the Offer) falls within the safe harbor or
that the offering parties have provided sufficient assurances and
protection to Patriot, its partners and unit holders to allow the
transfers even though the aggregate annual transfers of Patriot
units may exceed the two percent safe harbor limitation.  Such
sufficient assurances and protection by the Offerors would include
providing the company with:

   (i) an opinion of counsel that the Offer will not result in
       Patriot being deemed to be a "publicly traded partnership"
       for federal income tax purposes; and

  (ii) an agreement to indemnify Patriot, its partners and its
       unit holders for any loss or liability relating to any
       adverse tax consequences arising from the Offer.  This
       legal opinion and indemnity must be in a form and content
       satisfactory to Patriot and its counsel, says the company.

Second, the Offering Materials state that the offering parties
will not purchase more than 4.9% of Patriot's outstanding units,
including in that 4.9% amount the units already owned by the
Offerors.  The Offering Materials, however, do not state how many
units the offering parties already own, so it is impossible to
determine from those materials how many units the Peachtree
entities are willing to purchase.

Third, unit holders are reminded that any unit holder wishing to
sell his, her or its units must complete Patriot's standard
transfer and subscription documentation in accordance with the
company's standard practices and procedures.  Among other things,
each selling unit holder must individually sign each of Patriot's
required transfer documents.  Pursuant to the company's well-
established practices and procedures, Patriot does not accept, and
will not accept in connection with the Offer, signatures by
persons other than the selling unit holder who purport to act
based on a power of attorney executed by the unit holder.  Persons
who wish to sell their units to the offering parties should so
advise them, which will obtain from the company, and deliver to
the selling unit holder, the required standard transfer
documentation.

Each unit holder should consult with his, her or its own
investment, tax and legal advisors in deciding whether or not to
tender units in response to the Offer.  As a precaution to make
sure that any tendering unit holder is aware of the disclosures
contained in this report, Patriot will require, as a condition to
processing transfer requests, each tendering unit holder to sign a
written statement acknowledging that they are aware of and
understand the disclosures contained in this press release and
that they wish to proceed with the sale of their units to the
offering parties anyway.

Patriot Tax Credit Properties L.P. is engaged in investing Local
Partnerships Properties.

                         *     *     *

In its quarterly financial statements for the three months ended
Dec. 31, 2006, the company's balance sheet showed total assets of
$9,854,240, total liabilities of $10,686,975, and a stockholders'
deficit of 857,273.


PHOTRONICS INC: Secures New $125 Million Five Year Credit Facility
------------------------------------------------------------------
Photronics Inc. has finalized a new $125 million five year credit
facility with:
   
   -- JPMorgan Chase Bank as administrative agent and collateral
      Agent;

   -- Citizens Bank of Massachusetts; HSBC Bank USA, National
      Association; and Citibank, N.A. as co-syndication agents;

   -- Bank of America NA, and UBS Loan Finance LLC as participants
      in the five year credit facility.

Photronics, Inc. -- http://www.photronics.com/-- is a worldwide  
manufacturer of photomasks, which are high precision quartz plates
that contain microscopic images of electronic circuits.  A key
element in the manufacture of semiconductors and flat panel
displays, photomasks are used to transfer circuit patterns onto
semiconductor wafers and flat panel substrates during the
fabrication of integrated circuits, a variety of flat panel
displays and, to a lesser extent, other types of electrical and
optical components.  They are produced in accordance with product
designs provided by customers at strategically located
manufacturing facilities in Asia, Europe, and North America.  In
Europe, the company maintains operations in Dresden, Germany and
Manchester, U.K.


PHOTRONICS INC: Moody's Cuts Rating to B3 on $150 Million Notes
---------------------------------------------------------------
Moody's Investors Service affirmed Photronics, Inc.'s B1 corporate
family rating and stable outlook following the closing of its new
five-year $125 million senior secured bank credit facility.  
Simultaneously, Moody's lowered the rating on the existing $150
million convertible subordinated note to B3 from B2.

The one-notch downgrade of the subordinated note reflects a higher
loss-given-default point estimate (86% from 73%) under Moody's LGD
framework and the effect of new secured debt entering the capital
structure.  The holding company entity is the borrower under the
new credit facility, which will be guaranteed on an unsecured
basis by Photronics' domestic operating subsidiaries.  Moody's
believes the collateral value of the new debt has minimal value,
if any, in a distressed scenario (i.e., 100% deficiency claim)
given that the security package consists of 100% of the stock of
certain material domestic subsidiaries and 65% of the stock of
foreign subsidiaries.

The stable outlook reflects the company's enhanced earnings
quality and reduced financial leverage tempered by limited
earnings visibility and a concentrated customer base (five largest
customers represented 46% of fiscal 2006 revenues).  It also
considers the increase in working capital consumption over the
past year without a commensurate increase in revenue, and
significantly higher capital expenditures targeted in fiscal 2007.  
Hence, we anticipate free cash flow to be negative in fiscal 2007
as the company continues to spend to add high-end capacity at a
faster pace than revenue growth, becoming positive again in fiscal
2008.

These ratings were downgraded:

   -- $150 million 2.25% Convertible Subordinated Note due 2008
      to B3 (LGD-5, 86%) from B2 (LGD-5, 73%).

These ratings were affirmed:

   -- Corporate Family Rating at B1;
   -- Probability of Default Rating at B1.

Photronics, Inc. -- http://www.photronics.com/-- is a worldwide
manufacturer of photomasks, which are high precision quartz plates
that contain microscopic images of electronic circuits.  A key
element in the manufacture of semiconductors and flat panel
displays, photomasks are used to transfer circuit patterns onto
semiconductor wafers and flat panel substrates during the
fabrication of integrated circuits, a variety of flat panel
displays and, to a lesser extent, other types of electrical and
optical components.  They are produced in accordance with product
designs provided by customers at strategically located
manufacturing facilities in Asia, Europe, and North America.  In
Europe, the company maintains operations in Dresden, Germany and
Manchester, U.K.  Revenues for the 12 months ended April 29, 2007
were $439 million.


PINE VALLEY: March 31 Balance Sheet Upside-Down by CDN$6.63 Mil.
----------------------------------------------------------------
Pine Valley Mining Corp. reported a net loss of CDN$47.4 million
on revenue of CDN$10.2 million for the third quarter ended
March 31, 2007, compared with a net loss of CDN$579,000 on revenue
of CDN$7.8 million for the same period ended March 31, 2006.

Revenues from coal sales for the quarter ended Dec. 31, 2006, were
CDN$10.2 million based upon 44.121 tons of PCI and 61.360 tons of
coking coal (total of 105.481 tons) at an average sales price of
CDN$96.42 ($85.38) compared to CDN$7.8 million on 66.307 tons at
an average sales price of CDN$117.80 ($101.55) for the quarter
ended Dec. 31, 2005, an increase of CDN$2.4 million or
approximately 30%.  

The lower average sales price reflects the sales mix in the
current period with greater weighting to current year contract
prices rather than prices carried forward from last fiscal year,
especially with regard to PCI.  

Total cost of operations relating to mining and transportation for
the quarter ended Dec. 31, 2006, was CDN$11.9 million compared to
CDN$5.5 million for the three months ended Dec. 31, 2005.  The
significant increase in production cost is attributable to the
company's increased costs due to:

   * the lower than expected yields compared to the company's    
     feasibility study, particularly with regard to coking coal      
     in the washplant;

   * increased costs from its mining contractor; and

   * increased costs as a result of the company operating both a  
     raw coal crushing and handling facility and a washplant
     during the quarter ended Dec. 31, 2006, compared to the three
     months ended Dec. 31, 2005.  The crushing and handling
     facility was completed in February 2005 and the washplant in  
     December 2005.

The company has recognized termination and related fees of
CDN$5.6 million in the three months ended Dec. 31, 2006, relating
primarily to the fee due to Tercon Mining PV Ltd., the company's
mining contractor at the Willow Creek Coal Mine, upon termination
of the mining services agreement in November 2006.  The financing
could not be completed under satisfactory terms and the company
filed for CCAA protection on Oct. 20, 2006.  

Administrative and other costs for the three months ended Dec. 31,
2006 amounted to CDN$2.9 million compared to CDN$538,000 for the
three months ended Dec. 31, 2005.  Approximately CDN$2.1 million
of this increase relates to a claim filed by a customer of the
company for damages relating to a shipment made by the company.

Amortization and depletion costs totaled CDN$1.4 million for the
three months ended Dec. 31, 2006 compared to CDN619,000 for the
three months ended Dec. 31, 2005.  This increase relates primarily
to the increased charges for depreciation of plant and equipment
given the operation of the washplant since December 2005.

The company also recorded a CDN$29.3 million asset impairment
charge on the company's property, plant and equipment, following
the CCAA proceedings.  The company also recorded a CDN$3.1 million
charge against non-producing properties, as well as a
CDN$1.1 million impairment relating to certain working capital
items based upon the working capital adjustment indicated in the
sale and purchase agreement of Falls Mountain Coal Inc. with
Cambrian Mining Plc.  Falls Mountain holds all of the company's
interest in the Willow Creek mine and related coal properties.

General and administrative expenses not directly related to mining
operations at the Willow Creek mine totaled CDN$1.3 million for
the quarter ended Dec. 31, 2006.  This represents a decrease of
CDN$436,000 from the three months ended Dec. 31, 2005.

Salaries and stock-based compensation for the quarter ended
Dec. 31, 2006, decreased by CDN$354,000 compared to the three
months ended Dec. 31, 2005.

Interest and financing costs increased from CDN$552,000 for the
quarter ended Dec. 31, 2005, to CDN$757,000 for the period ended
Dec. 31, 2006.  This arose as a result of the failed financing
efforts that the company engaged in to secure additional debt
financing during the quarter ended Sept. 30, 2006 - these expenses
being written off as incurred.  In addition, the company also
expensed the remaining deferred financing charges carried on the
balance sheet of approximately CDN$200,000 following the decision
to file for CCAA protection and was charged a termination fee by
Royal Bank of CDN$200,000.

At March 31, 2007, the company's balance sheet showed
CDN$32.94 million in total assets and CDN$39.57 million in total
liabilities, resulting in a CDN$6.63 million in total
stockholders' deficit.

At March 31, 2007, the company's balance sheet also showed
strained liquidity with CDN$5.87 million in total current assets
available to pay CDN$36.98 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20cf

                       Going Concern Doubt

Deloitte & Touche LLP, in Vancouver, British Columbia, in an
explanatory paragraph accompanying its audit report of Pine Valley
Mining Corp.'s consolidated financial statements for the years
ended March 31, 2006, and 2005, explained that their report was
prepared in accordance with Canadian reporting standards which do
not permit a reference to condition and events that cast
substantial doubt about the company's ability to continue as a
going concern when these conditions and events affecting the
financial statements are adequately disclosed in the consolidated
financial statements.

The auditors reported that the company has a working capital
deficiency of CDN$11.84 million and CDN$9.74 million at
March 31, 2006, and March 31, 2005, respectively, and that the
company's continuing operations are dependent on management's
ability to obtain additional loan financing, the raising of
additional equity capital and the company's ability to sustain
profitable operations.

                        About Pine Valley

Pine Valley Mining Corporation -- http://www.pinevalleycoal.com/   
-- (TSX: PVM)(OTCBB: PVMCF) operates the Willow Creek Mine which
has a large supply of good quality PCI and metallurgical coal
reserves in British Columbia.  

On October 20, 2006, the Supreme Court of British Columbia granted
an order providing the company creditor protection under the
Companies' Creditors Arrangement Act.  Ernst & Young Inc. was
appointed by the Court as the Monitor in the CCAA proceedings.

On April 27, 2007, the company reported that it has reached
agreement with Cambrian Mining PLC for the sale of Pine Valley's
wholly-owned subsidiary, Falls Mountain Coal Inc., which includes
all of its interests in the Willow Creek mine and related coal
properties.  The agreement is expected to close on or about
June 26, 2007.


PLAINS EXPLORATION: Commences $600 Million Senior Notes Offering
----------------------------------------------------------------
Plains Exploration & Production Company disclosed a $600 million
offering of senior notes, to be issued in two series of notes.  
The first series will be due in 2015, with the second series due
in 2019.  Net proceeds from the combined offering will be used to
repay amounts currently outstanding under its revolving credit
facility.

J.P. Morgan Securities Inc. and Lehman Brothers Inc. will act as
joint book-running managers for the offering.  The offering will
be made only by means of a prospectus and related prospectus
supplement, copies of which may be obtained from J. P. Morgan
Securities Inc., 270 Park Ave., 8th Floor, Attention: Syndicate
Desk, New York, NY 10017, 212-834-4533; or Lehman Brothers Inc.,
Attention: Prospectus Department, 745 7th Avenue, New York, NY
10019, 888-603-5847.

Headquartered in Houston, Plains Exploration & Production Co. has
about 95% of its reserves located in onshore California in the Los
Angeles Basin and San Joaquin Valley Basin, with additional
reserves in offshore California in the Santa Maria Basin as well
as in the GOM.  It also conducts a large non-operated exploration
effort to the deep geologic horizons beneath the GOM and in the
deepwater regions of the GOM.

As reported in the Troubled Company Reporter on April 23, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Plains Exploration & Production Co.  At the same
time, S&P placed its 'BB-' unsecured issue rating for PXP on
CreditWatch with negative implications.  The rating actions follow
PXP's announcement that it will be acquiring 386 billion cubic
feet equivalent of proved oil and gas reserves and a 25% interest
in the Collbran Valley Gathering System in the Piceance Basin from
an undisclosed private company. The outlook remains stable.


PLAYTEX PRODUCTS: Earns $12.8 Million in Quarter Ended March 31
---------------------------------------------------------------
Playtex Products Inc. reported net income of $12.8 million for the
first quarter ended March 31, 2007, compared with net income of
$9.4 million for the same period ended April 1, 2006.

Net sales were up 3% in the first quarter 2007 to $180.9 million,
versus $176.0 million in the comparable prior year quarter.

Excluding expenses related to retirement of debt of $2.6 million,
net of taxes, net income was $12.1 million for the first quarter
last year.

Chairman, president and chief executive officer, Neil P. DeFeo
stated, "We are pleased to be posting another solid quarter of
growth - both in terms of sales and net income.  Our focus on
improving Playtex's business fundamentals continues to drive
positive results."

Mr. DeFeo continued, "The acquisition of Hawaiian Tropic is in
line with our core category focus and it enables us to expand our
presence internationally, in our fastest growing segment - Skin
Care.  The acquisition will also help further diversify the
profitability of our total company portfolio."

                         Segment Results

Skin Care, the company's largest category, continued to show fast
growth in both sales and operating income.  First quarter 2007 net
sales of Skin Care grew 8%, versus the comparable prior year
period, to $82.8 million.  Sales growth is due to strong
performance by both Banana Boat and Wet Ones as a result of new
product introductions in both product lines.

Skin Care operating income for the quarter was up 7%, to
$24.6 million, reflecting both the lower returns and increased
sales versus year ago.

Net sales of Feminine Care in the first quarter 2007 declined 6%,
to $51.3 million, versus the comparable prior year period,
primarily due to a planned reduction in promotions on Gentle Glide
versus prior year and losses on Beyond and two discontinued
plastic applicator tampon brands -SlimFits and Portables.

In line with lower net sales, Feminine Care operating income in
the first quarter 2007 declined to $11.7 million, $2.9 million
below first quarter 2006.

Infant Care net sales grew 3% to $46.8 million.  Net sales growth
was primarily driven by the introduction of new products late in
2006 and into the first quarter 2007.

Infant Care operating income increased 4% during the first quarter
2007, to $12.4 million, versus the comparable prior year period.

              Operating Income and Interest Expense

Operating income decreased $1.3 million, to $33.4 million, in the
first quarter 2007 versus the comparable prior year period.  While
Skin Care and Infant Care operating income grew in the first
quarter 2007 versus 2006, they were more than offset by lower
operating income in Feminine Care due to lower sales and the costs
of new product launches.

Interest expense declined by $1.4 million in the first quarter
2007 versus the prior year as a result of the company's
deleveraging program.  As of March 31, 2007, net debt was
$584.6 million.  This is higher than the year-end net
debt balance of $550.5 million due to the seasonally high working
capital borrowings.

                      About Playtex Products

Headquartered in Westport, Connecticut, Playtex Products Inc.
(NYSE: PYX) -- http://www.playtexproducts.com/--  is a  
manufacturer and distributor of a diversified portfolio of Skin
Care, Feminine Care, and Infant Care products, including Banana
Boat, Hawaiian Tropic, Wet Ones, Playtex gloves, Playtex tampons,
Playtex infant feeding products, and Diaper Genie.
                
                          *     *     *  

As reported in the Troubled Company Reporter on June 4, 2007
Moody's Investors Service affirmed the B2 corporate family rating,
Ba3 senior secured notes rating and Caa1 senior subordinated notes
of Playtex Products Inc.


POPULAR ABS: Moody's Rates Three Certificate Classes at Low-B
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Popular ABS Mortgage Pass-Through Trust
2007-A, and ratings ranging from Aa2 to B1 to the mezzanine and
subordinate certificates in the deal.

The securitization is backed by first-lien, adjustable-rate
(49.01%) and fixed-rate (50.99%) subprime residential mortgage
loans acquired or originated by Equity One, Inc.  The ratings are
based primarily on the credit quality of the loans, and on the
protection from subordination, excess spread,
overcollateralization and an interest rate swap agreement. Moody's
expects collateral losses to range from 6.30% to 6.80%.

Equity One, Inc. will service the loans.  Moody's has assigned
Equity One, Inc. its servicer quality rating of SQ3+ as a primary
servicer of subprime residential mortgage loans.

The complete rating actions are:

   * Popular ABS Mortgage Pass-Through Trust 2007-A

                    Class A-1, Assigned Aaa
                    Class A-2, Assigned Aaa
                    Class A-3, Assigned Aaa
                    Class M-1, Assigned Aa2
                    Class M-2, Assigned Aa3
                    Class M-3, Assigned A1
                    Class M-4, Assigned A2
                    Class M-5, Assigned A3
                    Class M-6, Assigned Baa1
                    Class M-7, Assigned Baa2
                    Class M-8, Assigned Baa3
                    Class B-1, Assigned Ba1
                    Class B-2, Assigned Ba2
                    Class B-3, Assigned B1


RIVIERA HOLDINGS: Gets New $245MM Senior Secured Credit Facilities
------------------------------------------------------------------
Riviera Holdings Corporation has obtained $245 million of new
senior secured credit facilities, comprised of a $20 million five-
year revolving credit facility and a $225 million seven-year term
loan.

Riviera is using the proceeds of the new term loan to refinance
its 11% Senior Secured Notes due June 15, 2010, in the original
principal amount of $215 million.  Riviera started the 30-day call
period to redeem those notes on June 8.  The new senior secured
revolving credit facility, on which Riviera has not yet drawn,
replaces the company's revolving credit facility that was
terminated last week.

Riviera entered into floating to fixed rate swap for substantially
the entire term loan at an attractive rate of LIBOR plus 2%, or
effectively 7.48%.  Riviera is permitted to prepay the facilities
without premium or penalties.  Most of the outstanding principal
amount of the term loan will mature in the seventh year of the
term.

"Wachovia Securities did an outstanding job in marketing these
credit facilities.  The response rate from their efforts was
impressive in terms of the swiftness and number of responses the
company received," William L. Westerman, chairman and CEO of
Riviera Holdings Corporation, said.  "The new senior credit
facilities will reduce interest costs and provide greater
financial flexibility to the company."

The new senior credit facilities are guaranteed by all of
Riviera's active subsidiaries and secured by the stock of those
subsidiaries and all or substantially all of the assets of Riviera
and its subsidiaries.

                      About Riviera Holdings

Headquartered in Las Vegas, Riviera Holdings Corporation (Amex:
RIV) -- http://www.rivierahotel.com/-- owns and operates the  
Riviera Hotel and Casino on the Las Vegas Strip and the Riviera
Black Hawk Casino in Black Hawk, Colorado.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Moody's Investors Service affirmed Riviera's B2 corporate family
rating and assigned ratings to several bank facilities, subject to
final documentation, that will be used to refinance Riviera's
$215 million, 11% senior secured notes.  The rating outlook is
negative.


RIVERVIEW ESTATES: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Riverview Estates, L.L.C.
        788 Spring Hill Road
        Talladega, AL 35160

Bankruptcy Case No.: 07-41005

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: June 11, 2007

Court: Northern District of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Wesley M. Frye, Esq.
                  Stubbs, Sills & Frye, P.C.
                  P.O. Box 2023
                  Anniston, AL 36202
                  Tel: (256) 835-5050

Total Assets: $1,105,610

Total Debts:  $416,000

Debtor's Largest Unsecured Creditor:

Entity                                           Claim Amount
------                                           ------------
Black Creek Development Co., L.L.C.                  $100,000
788 Spring Hill Road
Talladega, AL 35160


ROGERS COMMS: Buying CTVglobemedia's TV Stations for $375 Million
-----------------------------------------------------------------
Rogers Media Inc., a division of Rogers Communications Inc., and
CTVglobemedia Inc. disclosed an agreement under which Rogers
Broadcasting, a Rogers Media subsidiary, would acquire five Citytv
conventional television stations from CTVglobemedia Inc. for $375
million in cash.  These assets are currently under the control of
Mr. John D. McKellar, C.M., Q.C., trustee under a Voting Trust
Agreement in respect of CHUM Limited.

The transaction is subject to Canadian Radio-television and
Telecommunications Commission and Competition Bureau approval.  
This transaction is also subject to the satisfaction of the other
conditions of approval for CTVglobemedia's acquisition of
effective control of CHUM Limited as per the CRTC's June 8, 2007
decision.  CHUM Limited and Mr. John McKellar are also parties to
this agreement.

This agreement replaces a previous agreement pursuant to which
CTVglobemedia Inc. had agreed to sell the A-Channel stations and
certain specialty channels to Rogers Media.

Citytv Toronto (CITY-TV), Citytv Winnipeg (CHMI-TV), Citytv
Edmonton (CKEM-TV), Citytv Calgary (CKAL-TV) and Citytv Vancouver
(CKVU-TV) are local, urban oriented stations known for their ties
to the communities they serve.

"The acquisition of the Citytv stations will significantly expand
our television operations and solidify our position as an
important participant in the Canadian television industry," Rael
Merson, President, Rogers Broadcasting, said.  "It gives Rogers an
instant and significant television presence in the largest markets
in the country and is a natural complement to our existing
television broadcasting and specialty assets.  The combination of
our existing television properties with the Citytv stations gives
us a formidable national television platform that will continue
our proud tradition of service to local communities and our desire
to contribute to the Canadian broadcasting system."

"Rogers came in with a very strong offer on a pre-emptive basis,
which will see the Citytv stations in a fine home in a timely
manner," Ivan Fecan, CTVglobemedia Inc. President and Chief
Executive Officer and CEO of CTV Inc., said.  "This outcome is
good for both the businesses and the stations' employees.  We know
Rogers to be skilled operators of television assets and believe
they will be good stewards of these important urban brands."

The transaction is expected to close late in 2007.

TD Securities advised CTVgm on this transaction.

                       About CTVglobemedia

CTVglobemedia Inc. is a multi-media company, which owns CTV Inc.
and The Globe and Mail.  CTV Inc. operates 21 conventional
television stations across Canada and has interests in 16
specialty channels.  Other CTVglobemedia investments include an
interest in Maple Leaf Sports and Entertainment, which owns the
Toronto Maple Leafs, Toronto Raptors and the Air Canada Centre and
an interest in Dome Productions, a North American leader in the
provision of mobile high definition production facilities.

                     About Rogers Communications

Headquartered in Toronto, Ontario, Rogers Communications Inc.
(NYSE: RG, TSX: RCI) -- http://www.rogers.com/-- operates as a  
communications and media company in Canada.   It owns all of
Rogers Cable Inc., a cable company, Rogers Wireless Inc., wireless
operator, and Rogers Media Inc., which owns radio, TV, sports and
publishing assets.

                             *    *    *

As reported in the Troubled Company Reporter on May 18, 2007,
Dominion Bond Rating Service placed BB (high) rating on Rogers
Communications' Issuer Rating.


SEMCO ENERGY: Shareholders Approve Cap Rock Share Exchange
-----------------------------------------------------------
Semco Energy, Inc. disclosed that at a special shareholders
meeting held on June 7, 2007, holders of the Company's Common
Stock approved a proposed share exchange agreement with Cap Rock
Holding Corporation.  Under the terms of the share exchange,
holders of Common Stock are to receive $8.15 in cash per share and
holders of Series B Convertible Cumulative Preferred Stock are to
receive $213.07 per share plus a "make whole" premium to be
calculated at closing.

The closing of the transaction will occur after receipt of all
required federal and state regulatory approvals and satisfaction
of other conditions to closing contained in the Exchange
Agreement, including the approval of the Regulatory Commission of
Alaska, or RCA.  The company filed its application for approval
with the RCA in April 2007, and a procedural order has been issued
by the RCA scheduling hearings on the company's application for
early September 2007.

Donald W. Thomason, Chairman of the Board of Directors of SEMCO
ENERGY, said, "I am pleased that shareholders approved the Cap
Rock share exchange.  We are hopeful that regulatory approvals
will be obtained promptly, so that we can proceed toward closing
the transaction."

George A. Schreiber, Jr., President and Chief Executive Officer of
SEMCO ENERGY, commented, "Shareholder approval is a very important
step in the process for realizing the benefits of the share
exchange. In approving the share exchange, shareholders have
decided what is in their best interests and made what I believe is
a wise decision.  Now we will focus our efforts on completing the
regulatory approval process and closing the transaction."

                  About Semco Energy, Inc.

Semco Energy, Inc. distributes natural gas to more than 400,000
customers combined in Michigan, as SEMCO ENERGY GAS COMPANY, and
in Alaska, as ENSTAR Natural Gas Company. It also owns and
operates businesses involved in propane distribution, intrastate
pipelines and natural gas storage in various regions of the United
States.

               About Cap Rock Holding Corporation

Cap Rock Holding Corporation, through its regulated subsidiary Cap
Rock Energy Corporation, transmits and distributes power to
residential and commercial customers in 28 counties in the State
of Texas. Cap Rock owns no generation facilities and instead
purchases power wholesale through long-term power supply
contracts.


SENORX INC: March 31 Balance Sheet Upside-Down by $15.3 Million
---------------------------------------------------------------
SenoRx Inc.'s balance sheet as of March 31, 2007, reflected total
assets of $16.5 million, total liabilities of $31.8 million,
resulting in a total stockholders' deficit of $15.3 million.

Net loss for the first quarter ended March 31, 2007, decreased 10%
to $2.1 million from $2.3 million for the first quarter last year.  
Revenue for the quarter increased 32% to $7.7 million, compared
with $5.8 million in the first quarter a year ago.  Gross profit
increased to $4.1 million, or 54.1% of revenue, up from
$2.7 million, or 47.1% of revenue, in the first quarter of 2006.  

                 Liquidity and Capital Resources

The company incurred losses since its inception in January 1998
and, as of March 31, 2007, had an accumulated deficit of
$67.6 million.  To date, the company's operations have been funded
primarily with proceeds from the issuance of our preferred stock
and borrowings, including its May 2006 issuance of convertible
promissory notes and December 2006 subordinated note, as well as
its April 2007 initial public offering.  Cumulative net proceeds
from the issuance of preferred stock totaled $46.8 million as of
Dec. 31, 2006.  Proceeds from the issuance of the May 2006
convertible promissory notes totaled $8 million.  Proceeds from
the issuance of the December 2006 subordinated note were
$10 million, of which $1.2 million was used to repay the 2004
subordinated note.  Net proceeds from the company's initial public
offering totaled $44.8 million.  All of its preferred stock
converted into common stock upon the closing of the initial public
offering.

The company believes that its cash and cash equivalents and its
anticipated ability to draw down on its working capital and
equipment facilities, will be sufficient to meet projected
operating requirements for at least the next 12 months.  
The company anticipates that it will continue to use cash in its
operating activities and investing activities for the foreseeable
future.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?20d0

"We are pleased with the strong revenue growth achieved in the
first quarter, led by a 52% increase in Biopsy disposable revenues
resulting from the continued increase in the number of new sites
for our flagship EnCor system," said Lloyd Malchow, SenoRx
president and chief executive officer.  "Importantly, we achieved
significant progress in improving our gross margin, which
increased 7 percentage points from the first quarter a year ago.
The improvement was driven by increased product sales resulting
from our larger installed base of EnCor systems, combined with
improved efficiencies related to the production of our disposable
biopsy probe and leveraging our manufacturing overhead over an
increased revenue base."

                            SenoRx IPO

On April 3, 2007, SenoRx completed its initial public offering of
5,500,000 shares of common stock at a price of $8 per share.  On
April 23, 2007, the underwriters exercised their over-allotment
option to purchase an additional 825,000 shares of the company's
common stock at $8 per share.  The initial public offering and
exercise of the over-allotment option raised $47.1 million, net
of the underwriters' fees.  The proceeds from the public offering
will provide the company with capital to expand selling and
promotional activities, complete the development of its breast
radiation balloon, and continue developmental activities
supporting its product pipeline.

                   2007 Outlook and Guidance

"We are very encouraged about the excellent progress achieved in
the first quarter of 2007," Malchow continued.  "These positive
financial results, along with our current product offering and
strong product pipeline, position the company well to become a
leader in the diagnostic and therapeutic breast care market."

The company's initial guidance for full-year 2007 revenues is in
the range of $33 to $35 million.

                         About SenoRx

SenoRx Inc. (NASDAQ: SENO) - http://www.senorx.com/-- develops,  
manufactures and sells minimally invasive medical devices used
by breast care specialists for the diagnosis of breast cancer.
SenoRx's field sales organization serves over 1,000 breast
diagnostic and treatment centers in the United States and Canada.  
With 16 products that have already received FDA 510(k) clearance
across the continuumof breast care, SenoRx is developing
additional minimally invasive products for diagnosis and
treatment of breast cancer.


SERACARE LIFE: Inks Three-Year $10 Million Revolving Loan Facility
------------------------------------------------------------------
SeraCare Life Sciences, Inc. has entered into a three-year Credit
and Security Agreement, with Merrill Lynch Capital as a lender and
as the Administrative Agent, pursuant to which a $10 million
revolving loan facility was made available to the company.

Obligations under the Credit Agreement are secured by
substantially all the assets of the company, excluding the
company's real property located at its West Bridgewater facility,
which is subject to a separate mortgage.  The Revolving Loan
Facility, which may be used for working capital and other general
corporate purposes, is governed by a borrowing base.  As of
June 11, 2007, the company has not borrowed any amounts under the
Revolving Loan Facility.

The loan bears interest at a rate per annum equal to 2.75% over
LIBOR.  Interest is payable monthly.  Amounts under the Revolving
Loan Facility may be repaid and re-borrowed until June 4, 2010.
Mandatory prepayments of the Revolving Loan Facility are required
any time the revolving loan outstanding balance exceeds the
borrowing base.

The Credit and Security Agreement contains standard
representations, covenants and events of default for facilities of
this type.  Occurrence of an event of default allows the lenders
to accelerate the payment of the loans and/or terminate the
commitments to lend, in addition to the exercise of other legal
remedies, including foreclosing on collateral.

Commenting on SeraCare's entry into the agreement, Susan Vogt,
SeraCare's President and Chief Executive Officer, said, "I'm
pleased we have been successful in our efforts to enter into this
$10 revolving loan facility with Merrill Lynch Capital.  This
facility provides us with additional financial flexibility to
expand our capabilities and service to customers."

                      About SeraCare Life

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological    
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  Garrick A. Hollander,
Esq., Paul J. Couchot, Esq., Peter W. Lianides, Esq., and Sean A.
O'Keefe, Esq., at Winthrop Couchot represent the Debtor.  The
Official Committee of Unsecured Creditors selected Henry C.
Kevane, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub LLP, as its counsel.  Thomas E. Patterson,
Esq., and Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff &
Stern LLP, Mark I. Bane, Esq., and D. Ross Martin, Esq., at Ropes
& Gray LLP, represent the Ad Hoc Committee of Equityholders.  When
the Debtor filed for protection from its creditors, it listed
$119.2 million in assets and $33.5 million in debts.

As reported in the Troubled Company Reporter on May 18, 2007,
SeraCare Life Sciences has emerged from its Chapter 11 bankruptcy
proceeding.


SHERWOOD SHUTTER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sherwood Shutter Corporation
        fdba Classic Custom Finishing Corporation
        dba Elizabeth Ashley Shutters
        dba Classic Shutters
        dba Paul Heinley Shutters
        dba Custom Shutter Sales, Inc.
        3655 West Mcfadden Avenue
        Santa Ana, CA 92704-1329

Bankruptcy Case No.: 07-11703

Type of Business: The Debtor manufactures window
                  shutters and accessories.
                  See http://www.sherwoodshutters.com/

Chapter 11 Petition Date: June 8, 2007

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Marc J. Winthrop, Esq.
                  Winthrop Couchot P.C.
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature Of Claim      Claim Amount
   ------                        ---------------      ------------
Mass Mutual Life Insurance       Loan                     $210,074
1295 State Street
Springfield, MA 01111

McFadden Harbor                  Rent                      $58,500
Business Center LLC
12100 Wilshire Boulevard
Suite 1200
Los Angeles, CA 90025

Frazee Paint & Wall Covering     Trade                     $38,735
6625 Miramar Road
San Diego, CA 92121

Orange County Register           Advertising               $29,196

Vista Paint Corporation          Trade                     $27,321

Santa Barbara Bank & Trust       Equipment Lease           $23,589

Los Angeles Times                Advertising               $20,369

Marlin Leasing Corp.             Equipment Lease           $14,370

Xerox Corporation                Equipment Lease           $13,693

Solar Saw Service                Trade                     $13,599

J&R Printing                     Trade                      $7,091

Avi-A-Ventures, Inc.             Trade                      $6,772

Southern California Edison       Utility                    $6,500

Boxes Express Paper Company      Trade                      $6,471

Stratacom                        Advertising                $6,437

Idearc Media Corp.               Advertising                $5,547

Sheppard Mullin                  Legal                      $5,312
Richter Hampton

AT&T                             Telephone Service          $4,200

AT&T Yellow Pages                Advertising                $3,774

Canon Financial Services         Equipment Lease            $3,753


SHINGLE SPRINGS: Narrow Business Focus Cues S&P's B Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issuer credit
rating to the Shingle Springs Tribal Gaming Authority.  The rating
outlook is stable.  The Authority is an unincorporated enterprise
of the El Dorado County, California-based Shingle Springs Band of
Miwok Indians.
     
Standard & Poor's also assigned its 'B' rating to the Authority's
$450 million senior notes due 2015.  These securities are being
issued pursuant to Rule 144A of the Securities Act of 1933 without
registration rights.  Proceeds from the proposed note issue, along
with other debt securities issued by the Authority, will be used
to help fund the construction of the Foothill Oaks Casino and to
fund construction of an interchange from US Highway 50 to the
casino.
      
"The 'B' rating reflects the Authority's narrow business focus
operating in a single market, the existence of well-established
competition, construction risks associated with the planned
expansion, and some litigation uncertainty," said Standard &
Poor's credit analyst Peggy Hebard.  "Still, these factors are
partially tempered by the escrowing of the first three interest
payments on the notes (totaling $64 million), good location with
direct access off US Highway 50, and solid demographics in the
Sacramento area."
     
Given that the notes will not be registered, financial information
for Shingle Springs will not be made publicly available.  The
Tribe's pro forma leverage is adequate for the current rating, and
current EBITDAM margins compare favorably to other Native American
gaming operations.  Standard & Poor's uses EBITDA before taking
into account the payment of management fees to Lakes Gaming in
calculating its credit statistics, as these fees are subordinated
to the debt service of the proposed notes.


SI INTERNATIONAL: Completes $59 Million LOGTEC Cash Buyout
----------------------------------------------------------
SI International Inc. has completed the purchase of LOGTEC Inc.
for $59 million in cash, pursuant to the terms of the definitive
agreement for the transaction.  

The transaction was financed through cash-on-hand and borrowings
under SI International's newly amended credit facility.  LOGTEC's
unaudited revenue for the twelve months ended Dec. 31, 2006, was
approximately $54 million and EBITDA for the same period was
approximately $6.5 million.  SI International expects the
acquisition to be accretive to earnings in 2007.

The acquisition supports SI International's strategic growth plan
to broaden its customer base and strengthen its portfolio of
mission-critical solutions.
    
"LOGTEC has built a solid reputation of delivering creative
solutions and substantial value to the Department of Defense.  By
combining the ingenuity, creativity, and commitment of SI
International and LOGTEC employees, the company will be able to
deliver expanded services to its existing customers and offer
compelling solutions to new customers," Brad Antle, president and
CEO of SI International, said.  "The company admires the high-
quality work and excellent customer service that the LOGTEC team
provides to the company's clients.  The company welcomes this
highly-talented team into the SI International organization."
    
                         About LOGTEC Inc.

Headquartered in Fairborn, Ohio, LOGTEC Inc. is a privately held
company that provides logistics, acquisition, and information
technology support, primarily to the Federal government in areas
such as acquisition and program management, systems and network
engineering and integration, software and web-based application
development, data management and warehousing, information
assurance, and training.  LOGTEC's largest clients include Air
Force Materiel Command and Naval Air Systems Command.  LOGTEC has
approximately 350 employees with over 50% holding security
clearances.  For the twelve months ended Dec. 31, 2006, LOGTEC had
unaudited revenues of approximately $54 million.

For the twelve months ended Dec. 31, 2006, LOGTEC generated
approximately 99% of its revenue from work performed for the
federal government.  LOGTEC generated approximately 83% of
revenues from contracts with the United States Air Force, with the
approximately remaining 16% of revenues from other DoD agencies.
LOGTEC generated 72% of fiscal year 2006 revenues as a prime
contractor.

                      About SI International

Headquartered in Reston, Virginia, SI International Inc. (Nasdaq:
SINT) -- http://www.si-intl.com/-- is a provider of information   
technology and network solutions to the federal government.  The
company is a member of the Russell 2000 index, has revenues of
$462 million for the twelve months ended Dec. 30, 2006.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
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).


SPECIALIZED TECH: Moody's Junks Rating on Proposed $75 Mil. Loan
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the proposed
first lien senior secured credit facilities of Specialized
Technology Resources, Inc. to B1 from Ba3 following the upsizing
of the first lien term loan by $50 million to $185 million.

The upsizing was accompanied by a reduction in the proposed second
lien term loan by $50 million to $75 million.  The Caa1 ratings on
the proposed second lien term loan were affirmed. Concurrently,
Moody's affirmed the B2 Corporate Family Rating and B2 Probability
of Default Ratings of the company.  The outlook for the ratings
remains stable.

The ratings are constrained by a high level of overall
indebtedness at close with adjusted pro forma debt to EBITDA for
the twelve months ended March 31, 2007 of about 6.5 times, the
company's small size both in absolute terms and relative to
competitors, and Moody's expectations of negative free cash flow
generation in fiscal 2007.  The ratings also reflect some degree
of technological risk with respect to STR Solar.

Although the leverage reflects the relatively high valuation of
the company in relation to current cash flow generation, the
ratings recognize the significant equity contribution and
associated sponsor commitment.  The B2 Corporate Family Rating
acknowledges STR's geographically diverse asset base (including
laboratories, inspection and audit offices and manufacturing
plants), the continuing outsourcing of manufacturing from consumer
to producer countries and related safety requirements and
regulations which support growth in the quality assurance and
testing business, and the current environment with respect to
solar panel installation subsidies in several countries, along
with the diversification benefits of operating in two unrelated
business segments.  Moody's also notes that STR's focus on areas
such as social responsibility and renewable energy is likely to
continue to benefit from favorable social and regulatory trends.

Moody's took these rating actions:

   -- Downgraded the proposed $20 million first lien revolver
      due 2012 to B1 (LGD 3, 35%) from Ba3 (LGD2, 24%);

   -- Downgraded the proposed $185 million first lien term loan
      due 2014 to B1 (LGD 3, 35%) from Ba3 (LGD2, 24%);

   -- Affirmed the proposed Caa1 (LGD5, 88%) rated $75 million
      second lien term loan due 2014;

   -- Affirmed the B2 Probability of Default Rating;

   -- Affirmed the B2 Corporate Family Rating;

   -- The outlook for the ratings is stable.

Specialized Technology Resources -- http://www.strlab.com/--
founded in 1944, is a recognized leader in testing and quality
assurance services for the consumer products industry and the
leading manufacturer of solar module encapsulants globally.  STR
Quality Assurance has established deep and longstanding
relationships with the leading global retailers and
manufacturers in the consumer and retail markets.  STR Solar is
the leading, long-term supplier of encapsulants to many of the
major solar module manufacturers in the industry.  STR has
sophisticated laboratories and offices in over 30 countries
across five continents.  The Company is headquartered in
Enfield, CT and has over 1,500 employees worldwide.  The company
has laboratories located in Mexico, Hong Kong, China, Taiwan,
Singapore, Indonesia, Korea, India, Sri Lanka, Switzerland,
United Kingdom, France, and Turkey, among others.  STR had
revenues of approximately $135 million for the 12 months ended
March 31, 2007.


SUPERIORITY INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Superiority, Inc.
        dba Just Bulbs
        dba Superior Lamp & Electric
        dba Superior Light + Fan
        5 East 16th Street
        New York, NY 10003

Bankruptcy Case No.: 07-11793

Type of Business: The Debtor provides lighting.

Chapter 11 Petition Date: June 11, 2007

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Tracy L. Klestadt, Esq.
                  Klestadt & Winters, L.L.P.
                  292 Madison Avenue, 17th Floor
                  New York, NY 10017-6314
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245

Estimated Assets: $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

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


SURGICAL CARE: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Surgical Care Affiliates, LLC, the newly formed company resulting
from the acquisition of the Surgery Division of HealthSouth
Corporation by TPG for approximately $940 million.

Moody's also assigned a Ba3 rating to the company's proposed
senior secured credit facilities, a B3 rating to the proposed PIK
toggle notes, and a Caa1 rating to the proposed subordinated
notes.  The proceeds of the proposed offering are expected to be
used, along with an equity investment from TPG, to fund the
acquisition of the division from HealthSouth.

The B2 Corporate Family Rating reflects the limited size of the
company.  While SCA operates one of the largest networks of
outpatient surgery centers in the U.S., the company's annual
revenue is appropriate for the single B rating category.  The
company's revenue base has declined over the past several years as
a result of the challenges from the historical events surrounding
HealthSouth, as well as the portfolio rationalization initiatives
undertaken to stabilize the business, which reduced the number of
facilities from 180 in 2004 to 147 in 2006.

The rating is constrained by the high financial leverage resulting
from the transaction. Moody's also expects cash flow coverage of
debt of the stand alone company to remain appropriate for the
single B rating category in the near term.

Further, the B2 Corporate Family Rating reflects the lack of a
track-record of SCA operating as a stand-alone entity.
Additionally, the company has historically realized significantly
lower profitability margins than comparable stand alone surgery
companies.  Offsetting this, the ratings are supported by the
healthy fundamentals of the surgery center industry, which Moody's
believes should support relatively stable operating performance in
the near-term.  Additionally, Moody's believes that SCA's
profitability margins will likely improve with renewed focus and
increased flexibility as a stand-alone entity.  The rating is also
supported by the diversity of the company's operations in 35
states.  Further, most of the company's facilities are multi-
specialty and revenues of the company are not overly concentrated
around a single procedure.

Ratings are subject to review of final documentation.

A summary of ratings assigned:

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

   -- $125 million senior secured revolving credit facility due
      2013, Ba3 (LGD2, 27%)

   -- $355 million senior secured term loan due 2014, Ba3 (LGD2,
      27%)

   -- $150 million senior unsecured PIK toggle notes due 2015,
      B3 (LGD5, 73%)

   -- $150 million senior subordinated notes due 2017, Caa1,
      (LGD6, 91%)

   -- Speculative Grade Liquidity Rating, SGL-2

   -- The outlook for the ratings is stable.

Surgical Care Affiliates, headquartered in Birmingham, Alabama,
will operate one of the largest networks of multi-specialty
ambulatory surgery centers in the U.S., comprised of 137 free
standing surgery centers and 3 surgical hospitals.  Moody's
estimates that pro forma revenue for the year ended Dec. 31, 2006
would have approximated $715 million.


TAPE BORROWER: S&P Puts Corporate Credit Rating at B
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Tape Borrower Inc.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings, based on preliminary terms and conditions, to
the company's proposed $460 million credit facilities, consisting
of a $60 million six-year first-lien revolving credit facility, a
$280 million seven-year first-lien term loan B, and a $120 million
seven-and-a-half year second-lien term loan.  The first-lien
facilities are rated 'B+' with a recovery rating of '2',
indicating the expectation of substantial recovery of principal
(70%-90%) in the event of a payment default.  

The second-lien term loan is rated 'CCC+' with a recovery rating
of '6', indicating the expectation of negligible (0%-10%) recovery
of principal in the event of a payment default.  The second-lien
term loan rating of 'CCC+' is two notches below the corporate
credit rating reflecting the existence of a meaningful amount of
senior debt in the capital structure ahead in priority, which
reduces the recovery prospects on the second-lien loan.

S&P's existing ratings on Intertape Polymer Group Inc., including
the 'B-' corporate credit rating, remain on CreditWatch with
negative implications where they were placed on Oct. 4, 2006.  The
CreditWatch placement followed Intertape's announcement of a
strategic review process, and our concerns on weakening credit
quality.  Subsequently, in May 2007, Intertape announced its entry
into a definitive agreement to be acquired by private equity
company Littlejohn & Co. LLC for approximately $500 million
including net debt.  

On successful completion of the transaction, Tape Borrower is
expected to be the holding company for the operating assets of
Intertape Polymer Group.  S&P will withdraw their ratings on
Intertape when the transaction is successfully completed.  The
acquisition is subject to shareholder and regulatory approval.

The CreditWatch on Intertape reflects the risk to credit quality--
including weak liquidity, and a highly leveraged financial
profile--if the acquisition and financing transaction does not go
through as planned.
     
Proceeds from the proposed credit facilities along with an equity
contribution from Littlejohn and some cash balances will be used
to fund the acquisition of Intertape's shares, repay existing
debt, and pay transaction expenses.
      
"The ratings on Tape Borrower reflect a limited scope of
operations in the tapes niche of the North American packaging
sector and a small presence in films, low margins with some
volatility in earnings, vulnerability to cyclical end markets, and
a highly leveraged financial profile," said Standard & Poor's
credit analyst Paul Kurias.  "These risks are partly offset by a
fair position in the company's market niches, breadth of customer
base, and positive growth prospects for industrial tape demand in
North America."
     
With annual sales of approximately $800 million, the company is a
manufacturer of mainly paper and film pressure-sensitive tapes,
but also produces a limited range of polyolefin films and
engineered coated products.


TRADITIONS AT RORIPAUGH: Section 341(a) Meeting Set for July 9
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Roripaugh
LLC's Chapter's creditors on July 9, 2007, at 2:30 p.m., at Room
100A, No. 3420 Twelfth Street in Riverside, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Temecula, California, Traditions at Roripaugh LLC
owns a 22305-acre parcel of property at Temecula, California.  The
Debtor filed for Chapter 11 protection on May 23, 2007, (Bankr.
C.D. Calif. Case No. 07-12847).  John A Moe, II, Esq., at Luce,
Forward, Hamilton & Scripps LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $19,460,334 and total
debts of $23,589,279.


TWEETER HOME: Seeks Court Approval to Use GECC Cash Collateral
--------------------------------------------------------------
Prior to its bankruptcy filing, Tweeter Home Entertainment Group
Inc. and its debtor-affiliates borrowed money under a $75,000,000
senior secured revolving credit facility with General Electric
Capital Corporation.  The GECC facility included up to
$20,000,000 in letters of credit and a $5,000,000 swing-line loan
provision.  The initial drawdown under the GECC facility was
$38,100,000.

As of March 31, 2007, roughly $11,900,000 was available for
future borrowings.  The credit line is secured by a first
priority lien on substantially all of the Debtors' assets.

The GECC facility expires March 21, 2012.

Since the end of March 2007, the Debtors have faced declining
revenues and have incurred increased short-term costs associated
with their restructuring efforts.  As a result, the Debtors'
borrowing base has decreased and GECC has imposed -- as it is
permitted to do -- additional reserves.

Prior to and during that same period, many of the Debtors'
suppliers tightened or eliminated entirely the Debtors' credit
terms, requiring the Debtors to pay "cash in advance."  As a
result, the Debtors had little or no availability under the
prepetition credit agreement and experienced a severe liquidity
crisis.

To address the problem, the Debtors amended the credit facility
GECC on May 30, 2007.  The amendment slightly increased the
Debtors' liquidity and allowed them some time to pursue various
restructuring alternatives.

Notwithstanding the amendment, the Debtors continued to face a
severe lack of liquidity and were not able to purchase sufficient
inventory on credit to restore additional availability under the
prepetition GECC credit agreement, Gregory W. Hunt, Tweeter's
senior vice president and chief financial officer, relates.

Although the Debtors have received prior to the Petition Date
expressions of interest regarding various restructuring
alternatives, it became apparent that those interests would not
be fully developed until after the Debtors had run out of
availability under the prepetition GECC loan, Mr. Hunt says.

The Debtors need immediate use of GECC's collateral, including
any cash collateral, to continue operating their businesses and
complete a sale of substantially all of their assets or other
some other restructuring alternative, Mr. Hunt tells the Court.   
Specifically, the Debtors require the use of Cash Collateral to
pay operating expenses, including payroll, and to pay vendors to
ensure a continued supply of goods.

GECC has consented to the Debtors' use of Cash Collateral, Mr.
Hunt adds.

Pursuant to Sections 361, 363(e) and 364(e), the Debtors seek the
Court's authority to use GECC's Cash Collateral.  The Debtors
want immediate access to the Cash Collateral.

As adequate protection to GECC with respect to the diminution in
the value of GECC's interest in the Collateral, the Debtors
propose to give GECC:

  1) replacement liens on all of the Debtors' assets;

  2) a superpriority claim status that is pari passu to the
     superpriority claim status applicable to the $60,000,000
     postpetition credit facility to be provided by GECC;

  3) adequate protection payments in the amount of interest,
     fees and other amounts due under the prepetition credit
     agreement.

The Adequate Protection Liens will remain subject to a carve-out
for allowed administrative expenses pursuant to 28 U.S.C. Section
1930(a)(6), and allowed fees and expenses of bankruptcy
professionals retained in the Debtors' cases.

The Debtors note that approval of their request is without
prejudice to the right of any official committee appointed in
their cases to contest or challenge the validity of the
prepetition lenders' liens.

The Debtors' authority to use the Cash Collateral will cease on
the earliest to occur of:

  -- January 11, 2008;

  -- the effective date of a plan of reorganization for any of
     the Debtors;

  -- the date of consummation of a sale of substantially all of
     the Debtors' assets; and

  -- an event of default.
                        About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case No: 07-10787 through 07-10796).  Gregg M.
Galardi, Esq. and Mark L. Desgrosseilliers, Esq. at Skadden,
Arps, Slate, Meagher & Flom, L.L.P. represent the Debtors in
their restructuring efforts.  As of Dec. 21, 2006, Tweeter
had total assets of $258,573,353 and total debts of
$190,417,285.


TWEETER HOME: Inks $60 Million GECC DIP Financing Pact
------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware
for authority to borrow up to $60,000,000 from General Electric
Capital Corporation pursuant to a debtor-in-possesion credit
agreement.

"The Debtors' business depends in large part on restoring vendor
and customer confidence. . . .  [H]owever, presently nearly all
of the Debtors' vendors and suppliers have put the Company on
restricted trade terms," Gregory W. Hunt, Tweeter's senior vice
president and chief financial officer, relates.  To secure goods,
pay employees and ultimately restore vendor confidence, the
Debtors must have immediate access to postpetition financing.   

The Debtors engaged in an extensive process prior to bankruptcy
Filing to identify potential sources of postpetition financing.   
During that process, the Debtors contacted multiple potential
lenders, including GECC.

Based on those discussions, the Debtors determined that it was
not possible to obtain postpetition funding on an unsecured basis
or on a junior priority basis to the prepetition lenders within
the time periods that the Debtors' current liquidity situation
permitted.  The Debtors also could not obtain an additional
equity investment from any potential strategic partner.

Ultimately, the Debtors negotiated a DIP credit facility with
GECC.  The Debtors believe that GECC's funding proposal was the
most favorable under the circumstances, and adequately addressed
their reasonably foreseeable liquidity needs.

New England Audio Co., Inc., and seven other debtor-affiliates
serve as borrowers under the Senior, Secured, Superpriority
Debtor-In-Possession Credit Agreement dated June __, 2007,
syndicated by GECC, as administrative agent and lender, and GE
Capital Markets, Inc., as lead arranger.  Tweeter guarantees its
debtor-affiliates' obligations under the DIP loan.

GECC has committed to arrange a senior revolving credit facility
of up to $60,000,000, including a $20,000,000 sublimit for
letters of credit and a $5,000,000 sublimit for swingline loans.

The Debtors will use the DIP proceeds solely for working capital
and general corporate purposes consistent with a budget, and to
pay the costs and expenses related to the administration of the
chapter 11 cases.

Prior to bankruptcy filing, GECC imposed additional reserves
relative to its $75,000,000 credit facility with the Debtors
after the Debtors' borrowing base decreased due to the Debtors'
declining revenues and increased short-term costs related to
their restructuring efforts.  Under the DIP Credit Agreement,
GECC will remove a reserve for $3,000,000.  GECC will also take
out a reserve with respect to rent, customer deposit and layaway
liabilities and outstanding gift cards and gift certificates.

The DIP loan will mature on the earliest of:

  -- January 11, 2008;

  -- the effective date of a plan of reorganization for the
     Borrowers; and

  -- the date a sale of all or substantially all of the
     Borrowers' assets is consummated.   

The DIP obligations will be secured a first priority perfected
security interest in the Debtors' assets, including avoidance
actions under Section 547 of the Bankruptcy Code, subject to (i)
a carve-out for fees payable to the U.S. Trustee and Court clerk,
and legal fees of bankruptcy professionals retained in the cases,
and (ii) adequate protection liens granted to GECC, as
prepetition lender, for the Debtors' use of its cash collateral.

The Debtors are required to pay:

    * a $375,000 facility closing fee;
    * a letter of credit fee; and
    * an unused facility fee.

The DIP loan will incur interest, at the Debtors' election, at
either a so-called Index Rate (which is something close to the
Prime Rate) or something close to LIBOR.

The DIP Credit Agreement contains usual and customary events of
default.  Additionally, the Debtors are required to meet these
deadlines:

  June 29, 2007        Borrowers must have entered into stalking
                       horse bids for the sale of their assets,
                       and Bankruptcy Court must have approved
                       competitive bidding procedures.

  July 10, 2007        Borrowers must have completed an auction
                       for the assets.

  July 13, 2007        Borrowers must have received Court
                       approval of, and have consummated, the
                       sale.

GECC is represented in the Debtors' cases by Robert A. J. Barry,
Esq., at Bingham McCutchen LLP, in Boston, Massachusetts; Patrick
J. Trostle, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut; and Mark D. Collins, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware.

A full-text copy of the GECC DIP Credit Agreement is available at
no charge at http://researcharchives.com/t/s?20d7   

The terms and conditions of the DIP Credit Agreement are fair and
reasonable, and were negotiated by the parties in good faith and
at arm's-length, Mr. Hunt assures the Court.

The Debtors also seek permission to use up to $33,000,000 of the
DIP Credit Facility on an interim basis.

Mr. Hunt explains that interim availability will avoid a
disruption in the Debtors' operations pending a final hearing on
the Debtors' request.

                        About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case No: 07-10787 through 07-10796).  Gregg M.
Galardi, Esq. and Mark L. Desgrosseilliers, Esq. at Skadden,
Arps, Slate, Meagher & Flom, L.L.P. represent the Debtors in
their restructuring efforts.  As of Dec. 21, 2006, Tweeter
had total assets of $258,573,353 and total debts of
$190,417,285.


UNITEDHEALTH GROUP: Earns $927 Million in Quarter Ended March 31
----------------------------------------------------------------
UnitedHealth Group Inc. reported net earnings of $927 million on
total revenues of $19.05 billion for the first quarter ended March
31, 2007, compared with net earnings of $891 million on total
revenues of $17.58 billion for the same period ended March 31,
2006.

Consolidated revenues increased by $1.5 billion, or 8%, year-over-
year in the first quarter of 2007 to $19.05 billion driven
primarily by rate increases on premium-based and fee-based
services, growth in the total number of individuals served and
growth in the company's Medicare Part D program.

Medical costs for first quarter 2007 increased $1.2 billion, or
9%, to $14.4 billion, due primarily to an annual medical cost
trend of 7% to 8% on commercial risk-based business due to both
medical cost inflation and increases in health care consumption as
well as growth in the Medicare Part D program.

Operating costs for the first quarter of 2007 totaled
$2.7 billion, an increase of $133 million, or 5%, over the first
quarter of 2006.  Included in the operating costs for the first
quarter of 2007 is $176 million, or $112 million net of tax
benefit, of expenses related to Section 409A of the Internal
Revenue Code.

The $176 million charge includes $87 million of expense for the
payment of certain optionholders' tax obligations for stock
options exercised in 2006 and early 2007 and $89 million of
expense for the modification related to increasing the exercise
price of unexercised stock options granted to nonexecutive
officers and the related cash payments.  These amounts have been
recorded as corporate expenses and have not been allocated to
individual business segments.

Cost of products sold during the first quarter of 2007 totaled
$170 million, an increase of $33 million, or 24%, over the
comparable period of 2006.  This was primarily due to costs
associated with increased pharmacy sales at the company's
Prescription Solutions pharmacy benefit management (PBM) business.

Depreciation and amortization was $191 million and $157 million
for the three-month periods ended March 31, 2007 and 2006,
respectively.  The $34 million increase is primarily related to
higher levels of computer equipment and capitalized software as a
result of technology enhancements, business growth and businesses
acquired since the beginning of 2006 as well as separately
identifiable intangible assets acquired in business acquisitions
since the beginning of 2006.

The effective income tax rate increased to 36.8% in the first
quarter of 2007 from 35.9% for the first quarter of 2006 largely
due to business and income mix in states with differing income tax
rates.

Excluding 409A charges, first quarter net earnings increased to
$1.04 billion, up $148 million or 17 percent year-over-year.

Consolidated earnings from operations in the first quarter were
$1.6 billion.  

Cash flows from operating activities were $2.6 billion in the
first quarter of 2007, representing a decrease over the comparable
2006 period of $302 million, or 10%, due to a reduction in working
capital of $633 million partially offset by an increase of

$331 million in net income excluding depreciation, amortization
and other noncash items.  

The decrease in working capital resulted primarily from growth in
the Medicare Part D business and the related risk-share
receivables in the first quarter of 2007.  Additionally, first
quarter 2006 operating cash flows benefited from the initial
establishment of the medical costs payable balance related to this
program.  

At March 31, 2007, the company's balance sheet showed
$51.009 billion in total assets, $29.941 billion in total
liabilities, and $21.068 billion in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $18.407 billion in total current assets
available to pay $21.282 billion in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20d5

                    About UnitedHealth Group

Headquartered in Minneapolis, Minn., UnitedHealth Group Inc.
(NYSE: UNH) -- http://www.unitedhealthgroup.com/-- is a  
diversified health and well-being company which offers offers a
broad spectrum of products and services through six operating
businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise,
Specialized Care Services and Ingenix.  Through its family of
businesses, UnitedHealth Group serves approximately 70 million
individuals nationwide.

                          *     *     *

The company's 2-1/4% Senior Convertible Debentures due 2023 carry
Standard & Poor's BB+ rating.


WAMU COMMERCIAL: S&P Rates $3.219 Mil. Class O Certificates at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to WaMu Commercial Mortgage Securities Trust 2007-SL3's
$1.288 billion commercial mortgage pass-through certificates
series 2007-SL3.
     
The preliminary ratings are based on information as of June 11,
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, and the economics of the underlying loans.  Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has debt service coverage of 1.25x, a beginning LTV of 99.2%,
and an ending LTV of 85.4%.
         
      
                      Preliminary Ratings Assigned
           WaMu Commercial Mortgage Securities Trust 2007-SL3
   
                                                Recommended credit
         Class         Rating         Amount        Support
         -----         ------         ------    ------------------
         A              AAA        $292,677,000     25.000%
         A-1A           AAA        $673,087,000     25.000%
         A-J            AAA        $141,646,000     14.000%
         B              AA          $25,753,000     12.000%
         C              AA-         $14,487,000     10.875%
         D              A           $24,144,000      9.000%
         E              A-          $11,267,000      8.125%
         F              BBB+        $14,487,000      7.000%
         G              BBB          $9,657,000      6.250%
         H              BBB-        $12,877,000      5.250%
         J              BB+         $17,706,000      3.875%
         K              BB           $8,048,000      3.250%
         L              BB-          $6,438,000      2.750%
         M              B+           $3,220,000      2.500%
         N              B            $6,438,000      2.000%
         O              B-           $3,219,000      1.750%
         P              NR          $22,535,282        N/A
         R              NR                    *        N/A
         X**            AAA      $1,287,686,282        N/A
    
* This class will not have a principal balance or a notional   
   amount.

** Interest-only class with a notional amount.

                              NR -- Not rated.

                           N/A -- Not applicable.


WCI COMMUNITIES: Carl Icahn Urges Others to Miss June 15 Meeting
----------------------------------------------------------------
Billionaire Carl Icahn asked fellow stockholders not to vote at or
attend the annual meeting of WCI Communities Inc. set for June 15,
2007.

WCI's bylaws require the holders of a majority of the outstanding
shares entitled to vote at the annual meeting be present, in
person or by proxy, in order to have a quorum to transact business
at the annual meeting.  By not voting or attending the meeting
stockholders can preclude WCI from re-electing its board for a
full-year prior to the completion of the company's current sales
process.

"WCI is obfuscating the current proxy fight by stating that
electing a dissident slate of directors at the June 15 meeting
would be disruptive to the current sales process," Mr. Icahn
stated.  "We believe that WCI is using the sales process as an
excuse and pressure to re-elect its current board for another
year. A simple solution is to put off the meeting and allow the
sales process to conclude.  If this occurs, there will be no need
for a proxy contest.  However, if WCI is unable to sell the
company on acceptable terms, stockholders should then have the
option to vote for the company's proposed slate of directors or my
slate after having reviewed each of our plans to manage the
company for the next year as an independent entity and not be
influenced by extraneous factors."

None of Carl Icahn's affiliated entities intend to vote or
otherwise attend WCI's annual meeting, with the exception of High
River Limited Partnership as to the 1,000 shares of WCI common
stock of which it is the record owner.  

Questions regarding revocation of previously voted shares contact:

     MacKenzie Partners, Inc.
     105 Madison Avenue
     New York, New York 10016
     Telephone (212) 929-5500 (Call Collect)
     Toll Free (800) 322-2885

Headquartered in Florida, WCI Communities Inc. (NYSE: WCI) --
http://www.wcicommunities.com/-- is a home builder catering to    
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers both traditional and tower home choices and features a wide
array of recreational amenities in its communities.  In addition
to homebuilding, WCI generates revenues from its Prudential
Florida WCI Realty Division and its recreational amenities, as
well as through land sales and joint ventures.  The company
currently owns and controls developable land on which the company
plans to build about 20,000 traditional and tower homes.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Standard & Poor's Ratings Services placed its ratings on WCI
Communities Inc.'s Corporate credit at B+, and Senior subordinated
at B-, on CreditWatch with negative implications after the
announcement that affiliates of Carl Icahn plan to make a hostile
tender offer for WCI's shares.


* Steptoe Names Robbin Itkin as Partner in Century City Practice
----------------------------------------------------------------
Robbin Itkin, Esq. is joining Steptoe & Johnson LLP as a partner
in its Century City office.

She will join Steptoe's Business Solutions Team effective
June 11, 2007, where she will concentrate on financial
restructuring and insolvency matters.  Steptoe's Century City
office has grown to over 20 lawyers since opening 10 months ago.

Formerly a partner in Kirkland & Ellis LLPf?Ts Los Angeles office,
Ms. Itkin has over 20 years experience in restructurings, workouts
and bankruptcies.  Her skills have been recognized as a Fellow of
the American College of Bankruptcy, current Co-Chair of the
Central District of California Lawyer Representatives for the
Ninth Circuit Judicial Conference, and as one of this year's Top
50 Southern California Women Attorneys.

"Robbin is one of the true stars of the bankruptcy bar," said
Roger Warin, Steptoe firm chair.  "We are excited to have her
launch our West Coast restructuring and insolvency practice.  She
will help us broaden our commercial litigation, corporate and real
estate practices in California, and she will contribute
significantly to the firm nationally.  Robbin will be working
extensively with our financial services, media, entertainment,
hospitality, tax, intellectual property and environmental
practices in our other offices."

Ms. Itkin's diverse practice includes representation throughout
the United States of debtors, creditors, equity and bondholders'
committees, purchasers and trustees in corporate restructurings
and bankruptcies in a wide variety of industries, including
entertainment, retail, transportation, real estate and
hospitality, and advises high profile individuals and corporations
in out-of-court workouts and financial transactions.

"Steptoe is a highly-respected firm, known for its legal acumen
and sophistication in a wide variety of practice areas.  There is
a real synergy between my practice and the areas of expertise of
Steptoe attorneys that will greatly benefit our clients," said Ms.
Itkin.

Ms. Itkin has an extensive and longstanding involvement in
professional and community-based organizations.  Her professional
activities present and past include service on the Board of the
Women's Leadership Council, the Los Angeles Bankruptcy Forum, and
the California Bankruptcy Forum and as a member of the Board of
Governors of the Financial Lawyers Conference.  Ms. Itkin has
authored and co-authored numerous professional publications and
delivered many professional presentations, seminars and workshops.  
Ms. Itkin also serves as a Certified Mediator for the Central
District of California Bankruptcy Courts.

Her community activities include service on the Board of Directors
of the Make-A-Wish Foundation of Greater Los Angeles, the
Executive Board of Directors, City of Hope National Medical Center
and Beckman Research Institute, and as a Board Member and former
President of City of Hope Inner Circle.

Ms. Itkin earned a B.A. from the University of California, Los
Angeles in 1982, and her J.D. from the University of Southern
California, Los Angeles, in 1984.  She was listed among the "Top
50 Southern California Women Attorneys" in 2007, and named a
"Southern California Super Lawyer" in 2007, 2006 and 2005.

"I welcome the opportunity that joining Steptoe presents.  Steptoe
has a collaborative environment.  I am excited about working
together to expand the restructuring practice in the United States
and abroad, and to play a role in the direction and growth of the
recently opened Century City office," said Ms. Itkin.

                      About Steptoe & Johnson

With more than 450 attorneys, Steptoe & Johnson LLP --
http://www.steptoe.com/-- provides counsel and representation in  
a wide range of legal fields.  In more than 60 years of practice,
the firm has gained a national and international reputation for
vigorous representation of clients before governmental agencies,
successful advocacy in litigation and arbitration, and creative
and practical advice in guiding business transactions.  The firm
has offices in Washington, New York, Chicago, Phoenix, Los
Angeles, Century City, London, and Brussels.


* Steptoe & Johnson Launches Subprime Lending Restructuring Team
----------------------------------------------------------------
Steptoe & Johnson LLP has formed an interdisciplinary team to
handle litigation, restructuring and insolvency matters arising
from the subprime lending meltdown and softening real estate
market.

The team's focus is expected to include enforcing and defending
contractual commitments, pursuing financial fraud, and litigating
or pursuing restructuring options for troubled real estate loans,
mortgage backed securities, collateralized debt obligations,
financial guarantees and mortgage insurance, as well as other real
estate arrangements, structures and acquisitions.  The team is
also well versed in director and officer liability and class
action issues.

"As the real estate finance market has become increasingly
securitized, attorneys must be able to handle disputes involving
mortgage backed securities and a variety of other complex
financial instruments and transactions as well as traditional real
estate loans," said Frank Burke, Esq., one of the leaders of the
Real Estate Finance Litigation, Restructuring and Insolvency Team.  
"We have a seasoned group of trial, restructuring and
transactional attorneys with deep experience in handling real
estate financial mortgage securitization issues.  We also have
several attorneys who actively represent trade associations and
corporations in litigation and legislative efforts relating to
mortgage backed securities.  Our members are experienced in
economic, finance and accounting issues, real estate market and
property issues, and have the ability to develop new approaches to
untangle and resolve the complex issues involved," added Mr.
Burke.

The new interdisciplinary team includes 22 partners plus
associated attorneys in Los Angeles, Phoenix, Chicago, Washington
D.C. and New York City prepared to handle litigation,
restructuring and insolvency matters nationally for investors,
lenders, loan originators, syndicators, borrowers, investment
banks, mortgage insurance companies, sellers, conduits, trustees,
servicers, REMICs, special purpose entities, commercial and
residential developers and builders, REITs, owners and purchasers.  
Team members are drawn from the litigation, restructuring and
insolvency, corporate and real estate practice areas of the firm.

The team is buttressed by the addition of new West Coast
restructuring and insolvency partner Robbin Itkin, Esq., who is
moving from the Los Angeles office of Kirkland & Ellis LLP to the
rapidly growing Century City office of Steptoe & Johnson.  Ms.
Itkin has a wealth of experience in restructuring and insolvency
issues relating to real estate, ranging from cases involving
thousands of acres of undeveloped land to office buildings to
hotel properties.  Ms. Itkin's experience includes representing
debtors, trustees, creditors, equity and bondholders committees,
as well as third party purchasers of distressed assets.

"In today's environment, liquidation of assets is occurring more
frequently and imminently in bankruptcy cases, and judicious sale
and acquisition strategies are critical," said Ms. Itkin.  "I am
looking forward to bringing my experiences in restructuring,
purchase and sale transactions to the new Steptoe team.  There is
a real synergy between my practice and the areas of expertise of
Steptoe attorneys that will be of great benefit to our clients.  I
am excited about working with the Steptoe attorneys to expand the
restructuring practice in the United States and abroad," said Ms.
Itkin.

Key contacts for the group include Mr. Burke in Century City and
Phoenix, Mark Neubauer, Esq. in Century City, Greg Yates, Esq. and
Michael Rips, Esq. in New York, Gwen Prothro, Esq. in Washington,
D.C. and Chris Barber, Esq. in Chicago.

                      About Steptoe & Johnson

With more than 450 attorneys, Steptoe & Johnson LLP --
http://www.steptoe.com/-- provides counsel and representation in  
a wide range of legal fields.  In more than 60 years of practice,
the firm has gained a national and international reputation for
vigorous representation of clients before governmental agencies,
successful advocacy in litigation and arbitration, and creative
and practical advice in guiding business transactions.  The firm
has offices in Washington, New York, Chicago, Phoenix, Los
Angeles, Century City, London, and Brussels.


* William Blair Names G. Richards as Restructuring Group Co-Head
----------------------------------------------------------------
Geoffrey A. Richards, Esq. has joined William Blair & Company as
co-head of the firm's Special Situations & Restructuring division.

Mr. Richards, with 12 years of complex transaction experience in
an extensive range of restructuring matters both in and outside of
Chapter 11, has advised public and private companies, hedge funds,
private-equity sponsors, purchasers of distressed assets and
businesses, key secured and unsecured creditors, DIP lenders, and
creditors' committees.

Richard P. Kiphart, head of Corporate Finance and a member of the
firm's Executive Committee, said, "William Blair & Company has
provided investment banking services to companies in troubled
situations for more than 20 years.  We are pleased that Geoffrey
has joined the firm; he brings with him important relationships
and more than a decade of sophisticated deal experience that
complement the skills of our existing team of more than 125
investment bankers."

"William Blair & Company's comprehensive investment banking
platform, including M&A, capital-raising, debt restructuring, and
strategic alternatives analysis, uniquely positions us to assist
companies experiencing operational and financial challenges,"
added Matt Gooch, principal and co-head of the Special Situations
& Restructuring group.  "Our expertise in representing middle-
market companies, combined with our industry knowledge and a
global network of financial and strategic investors, has enabled
us to remain one of the most respected advisors for more than 70
years. With the addition of Geoffrey to our team, we have enhanced
our ability to provide clients with the uniquely objective
expertise we are known for."

Most recently, Mr. Richards was a managing director with the
investment banking firm of Giuliani Capital Advisors, where he
focused on restructuring and distressed mergers and acquisitions.
Immediately prior to joining Giuliani Capital Advisors, he had
been a partner in the Kirkland & Ellis LLP restructuring practice
since 2002.  Mr. Richards has been an adjunct professor at
Northwestern University School of Law since 2001.  He has also
served on a number of charity and civic boards, including The Hill
School Board of Trustees.

                       About William Blair

Based in Chicago, Illinois, William Blair & Company, LLC --
http://www.williamblair.com/-- is an investment firm offering  
investment banking, asset management, equity research,
institutional and private brokerage, and private capital to
individual, institutional, and issuing clients.  The firm has
offices in Chicago, Boston, Hartford, London, San Francisco,
Shanghai, Tokyo, Vaduz, and Zurich.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
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.

                    *** End of Transmission ***