/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/070612.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 12, 2007, Vol. 11, No. 138 Headlines AEGINA INVESTMENTS: Case Summary & 11 Largest Unsecured Creditors AFFILIATED COMPUTER: Suspends Exclusivity Agreement with Cerberus AFFINITY GROUP: Moody's Junks $106.3 Million Senior Notes AIR JAMAICA: Moody's Assigns B1 Rating to Senior Unsecured Notes ALTERNATIVE LOAN: Moody's Rates Class B-1 Certificates at Ba2 AMC ENTERTAINMENT: Fitch to Rate New $400 Million Loan at CCC AMC ENTERTAINMENT: Moody's Rates Proposed Sr. Unsec. Debt at B3 AMC ENTERTAINMENT: S&P Junks Rating on Proposed $400MM PIK Loan AMERIPATH INC: Quest Diagnostics Prices Senior Notes Offering BALLY TOTAL: Liberation Investments Balks at Pre-Packaged Plan BALLY TOTAL: Wattles Capital Unloads Shares of Common Stock BALLY TOTAL: Michael Feder Named as Chief Operating Officer BANC OF AMERICA: S&P Lifts Ratings on 11 Certificate Classes BERRY PLASTICS: Moody's Lowers Corporate Family Rating to B2 CMS ENERGY: Moody's Upgrades Rating to Ba1 on Sr. Unsec. Notes COMMERCIAL MONEY: Netbank Can't Assert Claims Against Royal Bonds CORD BLOOD: March 31 Balance Sheet Upside-Down by $4.7 Million CUSTOM FOOD: Committee Wants Storch Amini as Special Counsel CWABS ASSET: Moody's Rates Classes BV & BF Certificates at Ba1 DOROTHY O'CONNOR: Voluntary Chapter 11 Case Summary DUNE ENERGY: Completes Sale of 36000 Shares to Jefferies for $36MM DVI MEDICAL: Fitch Holds Junk Ratings on Seven Note Classes EDDIE BAUER: ISS Urges Shareholders to Approve Directors' Election ELLIOTT HOLDING: Case Summary & 169 Largest Unsecured Creditors ENERGY PARTNERS: Retains Jones Walker to Conduct Investigation ESPERANZA DULAY: Case Summary & Six Largest Unsecured Creditors ESSAR GLOBAL: Gets Investment Canada Act Approval on Acquisition FALL RIVER: Case Summary & 20 Largest Unsecured Creditors FAST TEK: Voluntary Chapter 11 Case Summary G-STAR 2002-1: Fitch Affirms BB Rating on $3,405,253 Class D Notes GREGG APPLIANCES: S&P Rates $100 Million Senior Loan at B+ H20 FIRE: Voluntary Chapter 11 Case Summary HAWKS LANDING: Case Summary & Nine Largest Unsecured Creditors HEALTH MANAGEMENT: Inks Pact to Sell Two Hospitals to Wellmont HERCULES OFFSHORE: S&P Rates Proposed $1.05 Bil. Facilities at BB HILITE INT'L: S&P Puts Low-B Ratings on Proposed $190 Mil. Loans HOME EQUITY: Moody's Rates Class M-11 Certificates at (P)Ba2 ION MEDIA: Commences Exchange Offer for 13-1/4% & 9-3/4% Stock J.P. MORGAN: Moody's Rates Class M10 Certificates at (P)Ba1 JANICE MODICA: Voluntary Chapter 11 Case Summary KARA HOMES: Case Summary & 776 Largest Unsecured Creditors KENNY BRIGHT: Case Summary & Six Largest Unsecured Creditors KIRKLAND KNIGHTSBRIDGE: Unsecured Creditors to Recover 100% KOOSHAREM CORP: S&P Junks Rating on $100 Million Second-Lien Loan LENOX GROUP: S&P Holds CCC+ Rating and Revises Outlook to Negative LEXINGTON PRECISION: March 31 Balance Sheet Upside-Down by $29.9MM MARQUEE HOLDINGS: Consent Solicitation Due Today MARQUEE HOLDINGS: Fitch to Rate Potential $275MM Term Loan at CCC MARQUEE HOLDINGS: Moody's Revises Outlook to Negative from Stable MARQUEE HOLDINGS: S&P Holds Ratings on Special Dividend Payment MASTR SECOND: S&P Puts D Rating on Two Certificate Classes MIGUEL AVILA: Voluntary Chapter 11 Case Summary MORGAN STANLEY: Fitch Affirms BB Rating on Class F Certificates NORTHWEST AIRLINES: S&P Removes Watch on Certificates' Ratings OSI RESTAURANT: Moody's Cuts Rating to B1 on Three Bank Loans OSI RESTAURANT: Higher Leverage Cues S&P to Downgrade Ratings PAC-WEST TELECOMM: Section 341(a) Meeting Continued to July 11 PACIFIC LUMBER: May Continue to Use Cash Collateral Until June 22 PACIFIC LUMBER: Scopac May Use Cash Collateral Until August 31 PACIFIC LUMBER: Noteholders to Appeal Scopac Single Asset Order PATHEON INC: Posts $22 Million Net Loss in Second Quarter 2007 PHOTRONICS INC: Earns $14.1 Million for the Quarter Ended April 29 PINNACLE ENTERTAINMENT: Closes $385MM Sr. Notes Private Offering PLASTICON INT'L: Suspends Share Exchange due to Debt Restructuring PORTRAIT CORP: CPI Completes Acquisition of All Operating Assets PRIMUS TELECOM: Exchanged 6MM Shares for Its $5MM Debentures RADNET INC: Hires Ernst & Young as Accountants ROCK-TENN CO: S&P Revises Recovery Rating on $700MM Sr. Facility SAKS INC: May Sales Increase to $248.9 Million SAMARITAN HOSPITAL: Trustee Appoints Seven-Member Creditors Panel SAMARITAN HOSPITAL: Panel Retains Frost Brown as Counsel SEA CONTAINERS: Court Sets July 16 as Deadline for Filing Claims SEMCO ENERGY: S&P Revises CreditWatch to Positive from Developing SIERRA HEALTH: S&P Retains Positive Watch on BB+ Credit Rating STATE BONDING: Case Summary & 13 Largest Unsecured Creditors STEVE SLEPCEVI: Case Summary & 19 Largest Unsecured Creditors SURGILIGHT INC: March 31 Balance Sheet Upside-Down by $625,891 THOMAS WILSON: Case Summary & 17 Largest Unsecured Creditors TLC VISION: Moody's Assigns Corporate Family Rating at B1 TLC VISION: S&P Places Corporate Credit Rating at B TWEETER HOME: Files for Chapter 11 Protection in Delaware TWEETER HOME: Case Summary & 30 Largest Unsecured Creditors W&T OFFSHORE: Prices $450 Million 8.25% Senior Notes Offering WERNER LADDER: Completes Sale of All Assets to Investor Group * Bingham Issues Opinion on Directors' Fiduciary Duty Dispute * Large Companies with Insolvent Balance Sheets ********* AEGINA INVESTMENTS: Case Summary & 11 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Aegina Investments, L.L.C. 2004 Martin Luther King, Jr. Avenue, Southeast Washington, DC 20020 Bankruptcy Case No.: 07-00297 Chapter 11 Petition Date: June 7, 2007 Court: District of Columbia (Washington, D.C.) Debtor's Counsel: Scott J. Newton, Esq. Stephens, Boatwright, Primeau, Cooper & Coleman 9255 Lee Avenue Manassas, VA 20110 Tel: (703) 361-8246 Total Assets: $1,687,500 Total Debts: $375,000 Debtor's 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Casa America Furniture, 560 Old Town $570,000 Inc.2004 M.L.K., Jr. Mall, 521 Old Southeast Town Mall, Washington, D.C. 20020 1610 McHenry Street, 556-558 Old Town Mall, 562 Old Town Mall, 1824 Wilkins Avenue Fred Cohn $125,000 12135 Blair Avenue Boynton Beach, FL 33437 Internal Revenue Service unknown Spec Proc/Support Staff P.O. Box 10025, Stop Room 898 Richmond, VA 23240 Alturas Real Estate unknown Interests c/o James Gladstone, Esq. Womble Carlyle 1401 Eye Street Northwest Washington, DC 20005 Friedlander Misler legal fees $25,000 Anacostia Ventures, L.L.C. $25,000 Bureau of Treasury $7,000 Collection Division D.C. Treasurer $12,000 Sussex County Tax Assessor $2,000 City of Graham Tax $2,000 Collector Buena Vista Township Tax $1,500 Collection AFFILIATED COMPUTER: Suspends Exclusivity Agreement with Cerberus ----------------------------------------------------------------- Affiliated Computer Services Inc. has reached an agreement with Darwin Deason, the holder of approximately 42% of the company's outstanding voting stock and chairman of the board of directors, and Cerberus Capital Management LP, to suspend the Exclusivity Agreement between Mr. Deason and Cerberus. The suspension of the agreement will enable the company, under the direction of an appointed Special Committee of independent directors, to consider the sale of the company, which it considers to be in the best interests of the company and its stockholders. On March 20, 2007, the company received a proposal from Mr. Deason and Cerberus to acquire all of the outstanding shares of the company's common stock, other than certain shares and options held by Mr. Deason and members of the company's management team that would be rolled into equity securities of the acquiring entity, for $59.25 per share in cash. Mr. Deason and Cerberus subsequently increased the offer price to $62 per share in cash. In connection with their proposal, Mr. Deason and Cerberus entered into an Exclusivity Agreement, dated March 20, 2007, pursuant to which Mr. Deason agreed to work exclusively with Cerberus to negotiate an acquisition of the company. Pursuant to the terms of a Waiver Agreement, dated as of June 10, 2007, between Mr. Deason, Cerberus and the company, from June 16, 2007 through Aug. 9, 2007, the Special Committee and its financial advisors, Lazard Freres & Co. LLC, will be soliciting indications of interest in a transaction involving the company, permitting interested parties, including Cerberus, to conduct due diligence, and having discussions with such interested parties regarding potential transactions involving the company, well as considering all other strategic alternatives available to the company. Also during this period, Mr. Deason will be free to have discussions and negotiations with parties other than Cerberus interested in a potential transaction with the company. If the company enters into an agreement with a party other than Cerberus on or prior to Aug. 19, 2007, the Exclusivity Agreement terminates. Under the terms of the Waiver Agreement, the company will reimburse Cerberus for up to $7.5 million of documented out-of- pocket expenses incurred by Cerberus in connection with its proposal. In addition, if the company enters into a transaction with another party, the company will pay Cerberus $15 million upon consummation of that transaction if, at the time the transaction is signed or closed, Cerberus has not withdrawn its proposal to acquire the company, has not reduced its offer price below $62 per share or otherwise modified its proposal in a manner that is materially adverse to the company, and is diligently pursuing an acquisition of the company. Mr. Deason will pay Cerberus 40% of the positive difference between the value of what Mr. Deason will receive in a transaction consummated with another party and what Mr. Deason would have received under the Cerberus proposal. The Special Committee believes that the terms of the Waiver Agreement will enable it to conduct a process for considering strategic alternatives available to the company, including a potential sale of the company that it considers to be in the best interests of the company and its stockholders. There is no assurance that the process undertaken by the Special Committee will result in any transaction, including a transaction with Mr. Deason and Cerberus or any other parties. Interested parties in exploring a potential transaction with the company may contact the Special Committee's financial or legal advisors: -- Financial Advisors Attn: Michael J. Biondi/Alex Stern/David Descoteaux Lazard Freres & Co. LLC Tel: (212) 632-6000 -- Legal Advisors Attn: Thomas A. Roberts/Michael J. Aiello Weil, Gotshal & Manges LLP Tel: (212) 310-8000 About Cerberus Capital Management Headquartered in New York City, and established in 1992, Cerberus Capital Management LP is one of the world's leading private investment firms with approximately $25 billion of capital under management in funds and accounts. Through its team of investment and operations professionals, Cerberus specializes in providing both financial resources and operational expertise to help transform its portfolio companies into industry leaders for long- term success and value creation. Cerberus has offices in Los Angeles, Chicago and Atlanta, well as advisory offices in London, Baan, Frankfurt, Tokyo, Osaka and Taipei. About Affiliated Computer Services Headquartered in Dallas, Texas, Affiliated Computer Services Inc. (NYSE: ACS) -- http://www.acs-inc.com/-- is a FORTUNE 500 company. It provides business process outsourcing and information technology solutions to world-class commercial and government clients. The company has more than 58,000 employees supporting client operations in nearly 100 countries. * * * As reported in the Troubled Company Reporter on March 29, 2007, Fitch Ratings placed Affiliated Computer Services Inc. on Rating Watch Negative after the proposed offer from Darwin Deason, founder and current chairman of ACS, and Cerberus Capital Management L.P. to acquire the company in a leveraged buyout transaction valued at $8.2 billion, including existing debt. Ratings affected were (i) Issuer Default Rating 'BB'; (ii) Senior secured revolving credit facility at 'BB'; (iii) Senior secured term loan at 'BB'; and (iv) Senior notes at 'BB-'. AFFINITY GROUP: Moody's Junks $106.3 Million Senior Notes --------------------------------------------------------- Moody's Investors Service rated at Ba2 (LGD2, 15%) the bank loan add-on of Affinity Group Holding, Inc. Moody's also downgraded the bank loan to Ba2 (LGD2, 15%) from Ba1, the senior subordinated notes to B3 (LGD4, 59%) from B2, and the holding company notes to Caa1 (LGD5, 89%) from B3. Affinity has temporarily upsized the term loan by $25 million (with provision for another $25 million), with proceeds used to repurchase senior subordinated notes. The company intends to sell the Camping World retail segment to FreedomRoads Holding Company, LLC, an unrated entity that operates RV dealerships and that has a common controlling shareholder with Affinity, and use cash proceeds from the divestiture to repay the term loan in full. The rating outlook is stable. This rating is assigned: -- $50.0 million add-on to the senior secured term loan at Ba2 (LGD2, 15%); Ratings downgraded are: -- $35.0 million senior secured revolving credit facility to Ba2 (LGD2, 15%) from Ba1; -- $104.8 million (before add-on) senior secured term loan to Ba2 (LGD2, 15%) from Ba1; -- $152.4 million 9.0% senior subordinated notes (2012) to B3 (LGD4, 59%) from B2; -- $106.3 million holding company 10.875% senior notes to Caa1 (LGD5, 89%) from B3; -- Corporate family rating to B2 from B1; -- Probability-of-default rating to B2 from B1. The rating on the term loan will be withdrawn if it is repaid in full using proceeds from the retail segment divestiture. The corporate family rating assignment of B2 reflects Moody's opinion that credit metrics and operational risks are likely to be consistent with a B-rated issuer in the printing & publishing industry following the pending divestiture of the sizable retail segment. In particular, driving down the rating are Moody's belief that high motor fuel prices will continue to pressure demand for goods and services directed towards the recreational vehicle lifestyle, continued weak credit metrics such as high leverage and low fixed charge coverage, and the company's relatively small size. Partially offsetting these risks are Moody's expectation that the company will generate discretionary cash flow that could be used to service debt, Affinity's leading market position in the narrow niche of publications and membership clubs for recreational vehicles, and the high renewal rate for subscriptions and service contracts. The stable outlook reflects Moody's belief that, while motor fuel prices near historical highs will pressure demand growth for products and services directed towards RV users, Affinity likely will generate a small cash flow surplus that could be used to improve the balance sheet. Affinity Group Holding, Inc, with headquarters in Ventura, California, produces about three dozen publications largely focused on recreational vehicles and operates travel membership clubs for RV owners. The company is divesting the Camping World retail segment. Pro-forma revenue for the 12 months ending March 31, 2007 was approximately $211 million. AIR JAMAICA: Moody's Assigns B1 Rating to Senior Unsecured Notes ---------------------------------------------------------------- Moody's Investors Service assigned a rating of B1 to Air Jamaica Limited's guaranteed senior unsecured notes. The rating is based on the unconditional and irrevocable guarantee of the Government of Jamaica which has a foreign-currency bond rating of B1. Jamaica's foreign currency bond rating reflects the country's mixed, free market economy with state enterprises as well as private sector businesses and the government's commitment to fiscal discipline and comparatively low external government debt ratios. The Ba3 foreign currency country ceiling for bonds is based on the foreign currency government bond rating of B1 and Moody's assessment of a medium risk of a payments moratorium in the event of a government bond default. The B1 rating assigned to Air Jamaica Limited reflects the application of Moody's rating methodology for government-related issuers, 'The Application of Joint Default Analysis to government- Related Issuers', published in April 2005. The Baseline Credit Assessment for Air Jamaica Limited is 21 reflecting weak performance, a history of operating losses and high leverage. The likelihood of government support is high because of Air Jamaica's status as the national flag carrier and the existence of approximately $400 million of debt issued by Air Jamaica that is guaranteed by the Government. The default dependency is high because, while the government has a constitutional provision that prioritizes the elimination of a budget deficit by mandating debt-service payments as the first expenditure policy, if Air Jamaica is unable to make timely payments of interest and principal the unsecured notes will become the obligation of the Government of Jamaica and will be included as public sector indebtedness which is subject to the provision of payment under the Jamaican Constitution. Although the current rating outlook for the Government of Jamaica is stable, the company must contend with a number of credit challenges including a high vulnerability to domestic and external shocks, such as hurricanes or other natural disasters or other circumstances such as increased airport access costs and fees imposed on passengers which cause a reduction in demand for air transportation to Jamaica, and which could impact the tourism industry and Jamaica's economy more broadly. As a result of poor financial performance with operating losses between 1994 and 2004, the Government of Jamaica acquired full ownership and control of Air Jamaica Holdings, which holds 100% of the outstanding common shares of Air Jamaica Limited, the national airline of Jamaica on Dec. 23, 2004. In each of the fiscal years since being acquired by the Government Air Jamaica's operating losses have continued. The Government unconditionally guarantees payment of principal and interest on the notes which will be sold in privately negotiated transactions which, under Rule 144A, do not require registration under the Securities Act of 1933. The stable outlook reflects the likelihood that the Government will continue to invest in Air Jamaica despite its continued generation of operating losses. Downward pressure on the rating could occur if real gross domestic product fails to exhibit sustainable growth, the tourism industry (Jamaica's leading gross earner of foreign exchange) contracts, or net inflows from official and private sources are inadequate to finance the current account deficit. The ratings could be raised if, in addition to continued strengthening of the credit metrics of the Government of Jamaica, Air Jamaica generates sustained operating profits and positive cash from operations, which allow the company to increase its cash balance. Assignments: * Issuer: Air Jamaica Limited -- Senior Unsecured Regular Bond/Debenture, Assigned B1. Air Jamaica Limited, headquartered in Kingston, Jamaica, provides service from Jamaica to the U.S., Toronto, and other Caribbean destinations. ALTERNATIVE LOAN: Moody's Rates Class B-1 Certificates at Ba2 ------------------------------------------------------------- Moody's Investors Service assigned a Aaa rating to the senior certificates issued by Alternative Loan Trust 2007-OH1 and ratings ranging from Aa1 to Ba2 to mezzanine and subordinate certificates in the deal. The securitization is backed by Option Adjustable-Rate, Alt-A mortgage loans and originated by Countrywide Home Loans, Inc. (50.88%), GreenPoint Mortgage Funding Inc. (20.69%), Quicken Loans Inc. (16.03%,) and other originators. The ratings are based primarily on the credit quality of the loans, on the protection from subordination, and a swap agreement. Moody's expects collateral losses to range from 1.10% to 1.30%. Countrywide Home Loans Servicing LP will act as master servicer. Class A-1-A, Assigned Aaa Class A-1-B, Assigned Aaa Class A-1-C, Assigned Aaa Class A-1-D, Assigned Aaa Class A-2-A, Assigned Aaa Class A-2-B, Assigned Aaa Class A-2-C, Assigned Aaa Class A-2-D, Assigned Aaa Class A-3, Assigned Aaa Class X-P, Assigned Aaa Class A-R, Assigned Aaa Class M-1, Assigned Aa1 Class M-2, Assigned Aa2 Class M-3, Assigned Aa3 Class M-4, Assigned A1 Class M-5, Assigned A2 Class M-6, Assigned A3 Class M-7, Assigned Baa1 Class M-8, Assigned Baa1 Class M-9, Assigned Baa2 Class B-1, Assigned Ba2 AMC ENTERTAINMENT: Fitch to Rate New $400 Million Loan at CCC ------------------------------------------------------------- Fitch has affirmed the Issuer Default Ratings of Marquee Holdings Inc. and its principal operating subsidiary AMC Entertainment, Inc., at 'B' following the company's recent announcement. Fitch expects to rate the new $400 million senior unsecured term facility 'CCC/RR6' and would also expect to rate the potential $275 million senior unsecured term loan facility 'CCC/RR6' based on their deep structural subordination in the capital structure. The Rating Outlook is Stable. Marquee Holdings has announced an intention to enter into a five- year $400 million senior unsecured term loan facility at an additional holding company level, named AMC Entertainment Holdings, Inc., to fund a dividend payout to Marquee's current shareholders. Neither Marquee or its operating subsidiary AMC Entertainment or its subsidiaries will be a party to the transaction. Simultaneously, Marquee announced a consent solicitation to amend the indenture of its existing discount notes due 2014 to accommodate a dividend payment of up to $275 million prior to the next accretion date on Aug. 15, 2007. If the amendment is approved, Marquee intends to use cash on hand at AMC Entertainment but also has an option to fund the dividend by entering into an additional $275 million senior unsecured term loan facility. The note holders are offered a 1.44% consent fee at maturity. Regardless of the results of the solicitation, entering into the proposed $400 million facility would trigger a cash interest payout on the discount notes estimated at approximately $29 million per year beginning on Feb. 15, 2008. This announcement follows the suspension of Marquee's IPO on May 3, 2007. Fitch believes that AMC/Marquee has sufficient financial flexibility at its current rating to fund the additional debt service payments due to the recent debt reduction, solid operating performance and expectations for a continued strong box office performance for the remainder of the summer season. In March 2007, the company allocated all proceeds from the National CineMedia IPO and $109 million in cash toward debt repayment and fully redeemed approximately $600 million of its higher coupon operating company senior and subordinated notes. Therefore, while the proposed transaction will result in higher consolidated debt levels, potentially reaching the level prior to the debt reduction, Fitch notes that the new debt does not affect the default probability and recovery expectations of the operating company debt ranked higher in the capital structure. Liquidity profile may be weakened if the company chooses to fund the $275 million additional dividend with cash on hand at AMC, pending the results of the consent solicitation. The company reported a proforma cash balance of $362 million and $177 of availability under its revolving facility as of Dec. 28, 2006. Following the suspension of the AMC IPO in early May 2007, Fitch's ratings incorporated the potential for another equity offering and a dividend, albeit a lower one, to the shareholders. Therefore, Fitch believes that the announced plan to return capital to the current shareholders is within the existing and expected financial policies reflected by the 'B' rating. Fitch affirms these ratings: AMC -- Issuer Default Rating 'B'; -- Senior secured credit facilities 'BB/RR1'; -- Senior unsecured notes 'B/RR4'; -- Senior subordinated notes 'CCC+/RR6'. Marquee -- Issuer Default Rating 'B'; -- Senior discount notes 'CCC/RR6'. The Rating Outlook is Stable. About Marquee Holdings Based in Kansas City, Mo., Marquee Holdings Inc. is organized as an intermediate holding company with no operations of its own. The Company's principal directly owned subsidiaries are American Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC Entertainment International, Inc. About AMC Entertainment Based in Kansas City, Missouri, AMC Entertainment Inc. -- http://www.amctheatres.com/-- is a worldwide leader in the theatrical exhibition industry. The company serves more than 250 million guests annually through interests in 415 theatres and 5,672 screens in 12 countries including the United States, Hong Kong, Brazil and the United Kingdom. AMC ENTERTAINMENT: Moody's Rates Proposed Sr. Unsec. Debt at B3 --------------------------------------------------------------- Moody's Investors Service changed the outlook for Marquee Holdings Inc. (parent of AMC Entertainment Inc.) to negative from stable. Moody's also assigned a B3 rating to its proposed debt at AMC Entertainment Holdings, Inc., a newly created entity that will become the parent of Marquee. The company intends to use proceeds to fund a dividend to Marquee's current stockholders. The negative outlook reflects concerns over the increase in leverage to 7.2 times debt-to-EBITDA from 6.7 times (based on estimated results for the year ended March 31, 2007, and as per Moody's standard adjustments, which include operating leases). Furthermore, the transaction creates no value for creditors and represents a reversal from the commitment to improving Marquee's credit profile that management demonstrated by repaying debt with proceeds from the National CineMedia transactions. If Marquee's debt-to-EBITDA remains in excess of 7 times over the next year, or if the company does not generate positive free cash flow, Moody's would likely downgrade the corporate family rating to B2. Conversely, Moody's would consider stabilizing the outlook with: (1) leverage below 7 times and on track to fall to the low to mid 6 times; and (2) positive free cash flow. The B3 rating on the proposed debt incorporates its junior-most position in the capital structure, and the LGD6 93% reflects its low recovery prospects as a result of the material amount of claims ranking senior to it that would have to be repaid first in a default scenario. This new debt does not benefit from any subsidiary guarantees, nor does it have a security interest in any assets of the company. It is structurally subordinated to all other debt in the capital structure, which, inclusive of capitalized operating leases, comprises approximately $5.5 billion. The introduction of this junior-ranking claim of size to the company's consolidated capitalization, however, results in an upgrade of the rating for the higher-ranking (via structural seniority) senior subordinated notes to B2, from B3, as the LGD estimate is reduced. All other ratings were affirmed. A summary of rating actions follows, including updated LGD assessments and point estimates to reflect the new capital structure. * Marquee Holdings Inc. -- Outlook changed to negative from stable; -- Affirmed B1 corporate family rating; -- Affirmed B1 probability of default rating. * AMC Entertainment Holdings, Inc. (newly created entity) -- Assigned B3, LGD6, 93% to proposed Senior Unsecured Bank Credit Facility. * AMC Entertainment, Inc. -- Senior Subordinated Bonds, Upgraded to B2 from B3, LGD5, 73%; -- Affirmed Ba1 on Senior Secured Bank Credit Facility, LGD2, 12%; -- Affirmed Ba3 on Senior Unsecured Bonds, LGD3, 34%. * Marquee Holdings, Inc. -- Affirmed B3 on Senior Unsecured Bonds, LGD5, 87%. The B1 corporate family rating for Marquee continues to reflect high leverage, sensitivity to product from movie studios, and a weak industry growth profile, offset by good liquidity and the advantages of scale and geographic diversity. About Marquee Holdings Based in Kansas City, Mo., Marquee Holdings Inc. is organized as an intermediate holding company with no operations of its own. The Company's principal directly owned subsidiaries are American Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC Entertainment International, Inc. Its annual revenue is approximately $2.5 billion. About AMC Entertainment Headquartered in Kansas City, Mo., AMC Entertainment Inc. -- http://www.amctheatres.com/-- is a theatrical exhibition company with interests in about 382 theatres with 5,340 screens as of Dec. 28, 2006. About 87 percent of the company's theatres are located in the U.S. and Canada, and 13 percent in Mexico, Argentina, Brazil, Chile, Uruguay, Hong Kong, France, and the U.K. AMC ENTERTAINMENT: S&P Junks Rating on Proposed $400MM PIK Loan --------------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'B' corporate credit rating and stable outlook to AMC Entertainment Holdings Inc., the new super-holding company of Marquee Holdings Inc. and ultimate parent of operating company AMC Entertainment Inc. S&P also assigned a 'CCC+' rating to AMC Entertainment Holdings Inc.'s proposed $400 million senior unsecured pay-in-kind term loan facility due 2012 and a 'CCC+' rating to its 364-day $275 senior unsecured PIK term loan due 2008. At the same time, S&P affirmed its issue ratings on AMC Entertainment Inc. and its parent company, Marquee Holdings Inc. S&P also withdrew the corporate credit ratings on the two companies. The issue rating affirmation follows Marquee's announcement that it intends to pay a partially debt-funded $675 million special dividend. Kansas City, Missouri-headquartered movie theater chain AMC will have either $2.3 billion or $2.6 billion in debt following the proposed transaction, and approximately $2.8 billion in present value of operating lease obligations. "The rating on AMC reflects the company's high tolerance for financial risk, its high leverage, and its lower EBITDA margins relative to peers," said Standard & Poor's credit analyst Tulip Lim. "It also considers the company's participation in the mature and highly competitive U.S. movie exhibition industry, exposure to the fluctuating popularity of Hollywood films, and risk of increased competition as entertainment alternatives proliferate and movie release windows shorten." These risks are partially offset by the company's size, modern theater circuit relative to other major theater chains, and large and geographically diverse U.S. operations. AMC is the second-largest exhibitor in the U.S., with good positions in large, urban markets. The company has the No. 1 or No. 2 market share in 21 of the nation's top 25 markets. AMERIPATH INC: Quest Diagnostics Prices Senior Notes Offering ------------------------------------------------------------- AmeriPath Inc. reported that Quest Diagnostics Incorporated has determined the pricing of the cash tender offer and consent solicitation for any and all of the company's outstanding $350 million principal amount 10-1/2% Senior Subordinated Notes due 2013 (CUSIP Nos. 03071D AC 3 and 03071D AA 7). The tender offer and the related consent solicitation to amend the indenture, pursuant to the Notes were issued upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 21, 2007, and the related Letter of Transmittal and Consent. The tender offer will expire at midnight, New York City time, on Monday, June 18, 2007 unless extended by Quest Diagnostics. The total consideration for the Notes was determined as of 2:00 p.m., New York City time, on June 4, 2007, using the bid-side yield on the 4.625% U.S. Treasury Note due March 31, 2008, as displayed on the Bloomberg Government Pricing Monitor Page PX3 plus 50 basis points, minus accrued and unpaid interest to, but not including, the Early Settlement Date. The yield on the Reference Security was 5.089% and the tender offer yield was 5.589%. Accordingly, the total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to the Consent Deadline is $1,088.58. The Total Consideration includes a consent payment of $30 per $1,000 principal amount of the Notes, which will be payable only in respect of the Notes purchased that were validly tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on June 4, 2007. Holders who tender their Notes after the Consent Deadline and at or prior to the Expiration Time will not be eligible to receive the consent payment, and accordingly will only be eligible to receive an amount equal to the Total Consideration less the consent payment. Holders whose Notes are accepted for payment will also be paid accrued and unpaid interest from the most recent interest payment date to, but not including, the applicable Settlement Date. For the purposes of calculating the Total Consideration and the Tender Offer Consideration pursuant to the terms of the tender offer, the Early Settlement Date is June 8, 2007, which is the date that Quest Diagnostics expects to settle the purchase of Notes which have been validly tendered and not withdrawn on or prior to the Consent Deadline. In addition, Quest Diagnostics reported that approximately $348 million of outstanding Notes, or approximately 99.4% of the aggregate principal amount of Notes outstanding, had been validly tendered and not withdrawn at or prior to the Consent Deadline. Accordingly, Quest Diagnostics has received the requisite consents to adopt the proposed amendments to the Indenture governing the Notes pursuant to the consent solicitation. The amendments to the Indenture contained in such supplemental indenture become effective upon execution of the supplemental indenture but will not become operative until the date on which all Notes validly tendered prior to the Consent Deadline and not withdrawn at or prior to the Consent Deadline are accepted for purchase on the Early Settlement Date pursuant to the Offer to Purchase. For questions regarding the tender offer and consent solicitation, contact the Dealer Manager, Morgan Stanley & Co. Incorporated at (212) 761-5384 (attn: Tate Forrester). For questions concerning the procedures for tendering Notes or requests for the Offer to Purchase should contact the information agent and Depositary, Global Bondholder Services Corporation, at (866) 804-2200. About Quest Diagnostics Headquartered in Lyndhurst, N.J., Quest Diagnostics Inc. (NYSE: DGX) -- http://www.questdiagnostics.com/-- diagnostic testing, information and services that patients and doctors need to make better healthcare decisions. About Ameripath Inc. Ameripath Inc. is a national provider of physician-based pathology, dermatopathology and molecular diagnostic services to physicians, hospitals, clinical laboratories and surgery centers. A team of sub-specialized pathologists and Ph.D. scientists provide medical expertise, diagnostic quality, and personal consultation services. AmeriPath's team of more than 400 highly trained, board-certified pathologists provide medical diagnostics services in outpatient laboratories owned, operated and managed by Ameripath, as well as in hospitals and ambulatory surgical centers. Specialty Laboratories supports local pathology and community- based medicine by partnering with pathologists and hospitals to improve patient care and reduce episodes-of-care costs. Specialty offers hospitals an extensive menu of highly advanced clinical tests used by physicians to diagnose, monitor and treat disease and a single-source solution for esoteric testing needs. * * * As reported in the Troubled Company Reporter on Apr. 18, 2007, Moody's Investors Service placed the ratings of Quest Diagnostics Incorporated under review for possible downgrade (Baa2 senior unsecured debt rating). The rating action follows the announcement that Quest has signed a definitive agreement to acquire AmeriPath in an all cash transaction valued at approximately $2 billion, including the assumption of approximately $770 million in AmeriPath debt (B2 Corporate Family Rating). Concurrently, Moody's placed the ratings of AmeriPath under review for possible upgrade. Moody's expects the deal to close by the end of the second quarter of 2007 and is subject to shareholder and regulatory approval. BALLY TOTAL: Liberation Investments Balks at Pre-Packaged Plan -------------------------------------------------------------- Liberation Investments, L.P., and Liberation Investments, Ltd., said that the pre-packaged bankruptcy plan approved by Bally Total Fitness Holding Corp.'s Board of Directors that aims to cancel all existing equity interests and transfer all reorganized equity to bondholders was "draconian." Liberation Investments holds 11% of the company's common stock. Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman LLP, who represents Liberation Investments, stated in a facsimile dated June 6, 2007, that by approving the plan, the company has, in effect, abandoned its fiduciary duties to shareholders. Contentions Mr. Glenn states that it more than a coincidence that Tennenbaum Capital Partners, who proposed the plan and is the largest holder of the company's subordinated debt, sold its Ball stock while still in negotiations with the company in February 2007. Mr. Glenn contends that the Board seems to have ignored viable alternatives, including a likely sale of the company's assets. Further, the board had announced the pre-packaged plan while at least one party had signed a confidentiality agreement with the company to propose an alternative transaction. Mr. Glenn also discloses that Jefferies & Company, the company's financial advisor, failed to return numerous calls from Liberation Investments to discuss options to maximize value for the benefit of all shareholders. Demands Mr. Glenn relates that due to the lack of interest in protection shareholders and several vacancies in the Board, Liberation Investments wants Manny Pearlman and Gregg Frankel to be appointed as directors. Liberation Investments also wants access to all of the company's books and records relating to the pre-packaged plan. Mr. Glenn says that Liberation Investments reserves the right to seek relief pursuant to Section 220 of the Delaware General Corporation Law and Bankruptcy Rule 2004. Mr. Glenn concludes that although Liberation Investments is prepared to vindicate its rights both in and out of bankruptcy court, it is also ready, able and willing to negotiate a consensual resolution of the matter. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial operator of fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally offers a unique platform for distribution of a wide range of products and services targeted to active, fitness-conscious adult consumers. * * * As reported in the Troubled Company Reporter on June 4, 2007, Bally Total Fitness reached an agreement in principle on the proposed terms of a consensual restructuring with certain holders of over 80% in amount of its 9-7/8% Senior Subordinated Notes due 2007. The company plans to implement the proposed restructuring through a pre-packaged Chapter 11 bankruptcy filing of the parent company, Bally Total Fitness Holding Corporation, and certain of its subsidiaries. BALLY TOTAL: Wattles Capital Unloads Shares of Common Stock ----------------------------------------------------------- Wattles Capital Management, LLC, disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that on June 4, 2007, it sold an aggregate of 956,300 shares of Bally Total Fitness Holding Corp.'s Common Stock. WCM had previously sold 2.5 million shares on June 1. As of June 1, 2007, WCM has ceased to be beneficial owners of more than 5% of the shares of Bally's Common Stock. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial operator of fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally offers a unique platform for distribution of a wide range of products and services targeted to active, fitness-conscious adult consumers. * * * As reported in the Troubled Company Reporter on June 4, 2007, Bally Total Fitness reached an agreement in principle on the proposed terms of a consensual restructuring with certain holders of over 80% in amount of its 9-7/8% Senior Subordinated Notes due 2007. The company plans to implement the proposed restructuring through a pre-packaged Chapter 11 bankruptcy filing of the parent company, Bally Total Fitness Holding Corporation, and certain of its subsidiaries. BALLY TOTAL: Michael Feder Named as Chief Operating Officer ----------------------------------------------------------- Bally Total Fitness Holding Corporation disclosed that Michael Feder has joined the company as Chief Operating Officer and will assume broad leadership responsibilities for all operations. Mr. Feder replaces former Chief Operating Officer John Wildman, who will become Interim Chief Marketing Officer and Senior Vice President, Sales. The company also said that it is continuing its search for a permanent CEO. Mr. Feder is a Managing Director at AlixPartners, a financial advisory firm specializing in business performance improvement and corporate restructuring initiatives. He brings more than 35 years of senior operating experience to Bally Total Fitness, including an extensive background in transitional management and performance improvement services. Additionally, he has served in a variety of advisory and interim leadership roles at other corporations, where he has demonstrated his capabilities in liquidity generation and cash management, executing effective cost reduction initiatives, and developing new business models in response to evolving markets. Bally Interim Chairman and Chief Restructuring Officer Don R. Kornstein commented, "We are excited that Michael has decided to join our team as we navigate through our operational and financial restructuring. He brings broad leadership skills and experience in successfully managing turnarounds to his new role at Bally, and will play a key leadership role as we move to become operationally stronger as a company. Michael will have the additional support of his team at AlixPartners, which will be working closely with our field organization to implement the adjustments necessary to successfully restructure Bally Total Fitness." John Wildman has been with Bally Total Fitness for over 27 years, and most recently served as the Company's Chief Operating Officer. He replaces Jim McDonald as interim CMO, and will continue to oversee the sales organization as Senior Vice President, Sales. The integration of sales, marketing and back office collections is being implemented to improve the Company's overall results. Don R. Kornstein added, "John brings a depth of institutional knowledge about the Company that will prove invaluable to our strategy of reshaping Bally Total Fitness for future profitable growth. His energy and enthusiasm have positively affected our field teams and thereby shaped their interaction with our members. Our brand remains well recognized as a leader in the fitness sector, and John's hard work and dedication will continue to be a driving force behind our success in strengthening the brand consistent with our improved operations." Mr. Feder currently serves as an advisor to Calpine Corporation. His role at Calpine is being transitioned to several team members that have been working with him at the company. Prior to that, he served in a variety of interim management roles at companies including InteliStaf, a privately held company in the nurse- staffing industry, Avado Brands, Inc., a $300 million casual dining restaurant operator, and DIRECTV - Latin America, a leading pan-regional provider of direct-to-home satellite television entertainment to Latin America. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial operator of fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally offers a unique platform for distribution of a wide range of products and services targeted to active, fitness-conscious adult consumers. * * * As reported in the Troubled Company Reporter on June 4, 2007, Bally Total Fitness reached an agreement in principle on the proposed terms of a consensual restructuring with certain holders of over 80% in amount of its 9-7/8% Senior Subordinated Notes due 2007. The company plans to implement the proposed restructuring through a pre-packaged Chapter 11 bankruptcy filing of the parent company, Bally Total Fitness Holding Corporation, and certain of its subsidiaries. BANC OF AMERICA: S&P Lifts Ratings on 11 Certificate Classes ------------------------------------------------------------ Standard & Poor's Ratings Services raised its ratings on the 11 raked classes of commercial mortgage pass-through certificates from Banc of America Commercial Mortgage Inc.'s series 2003-2 to 'AAA'. The upgrades reflect the full defeasance of the 1328 Broadway loan, which has a current whole-loan balance of $130.9 million. The whole loan was participated into a pooled senior component with a trust balance of $95.8 million and an unpooled subordinated component totaling $35.1 million. The subordinate note is the sole source of cash flow for the upgraded classes. The real estate collateral securing the loan has been replaced with defeasance collateral that meets Standard & Poor's criteria. Banc of America Commercial Mortgage Inc. Commercial mortgage pass-through certificates series 2003-2 Rating ------ Class To From ----- -- ---- BW-A AAA A+ BW-B AAA A BW-C AAA A- BW-D AAA BBB+ BW-E AAA BBB BW-F AAA BBB- BW-G AAA BB+ BW-H AAA BB BW-J AAA BB- BW-K AAA B+ BW-L AAA B BERRY PLASTICS: Moody's Lowers Corporate Family Rating to B2 ------------------------------------------------------------ Moody's Investors Service downgraded the Corporate Family Rating of Berry Plastics Holding Corporation to B3 from B2. The outlook is stable. This rating action concludes the review for possible downgrade initiated on May 30, 2007 following the announcement that Berry Plastics Group, Inc. (Parent Company of Berry) was issuing a $500 million term loan. The proceeds will be used to fund a one time dividend. Additional instrument rating actions are: Moody's took these rating actions: -- Downgraded Corporate Family Rating to B3 from B2; -- Downgraded Probability of Default Rating to B3 from B2; -- Confirmed $1,200 million senior secured term loan due 2015 Ba3 (LGD 2, 27%); -- Confirmed $225 million senior secured second lien FRN's due 2014 B3 (LGD 4, 65%); -- Confirmed $525 million senior secured second lien notes due 2014 B3 (LGD 4, 65%); -- Downgraded $265 million senior subordinated notes due 2016 to Caa2 (LGD 5, 82%) from Caa1 (LGD 6, 90%). These ratings of Berry Plastics Group, Inc. assigned prospectively on May 30, 2007 are now effective: -- $500 million senior unsecured term loan due 2014, Caa2 (LGD 6, 93%). Moody's also affirmed the Speculative Grade Liquidity Rating of SGL-2 of Berry. The rating outlook for Berry is stable. The ratings and outlook are subject to receipt of final documentation. The downgrade of the Corporate Family Rating to B3 reflects: (1) the erosion in credit metrics to a level more indicative of a B3 rating; (2) Moody's belief that the credit metrics will not return to a level more consistent with the B2 rating category until 2010; and (3) the decline in enterprise value and collateral coverage stemming from the additional interest payments. Berry's rating upon the consummation of the merger with Covalence reflected an expected reduction in debt in the intermediate term to a level more consistent with the B2 rating category. The issuance of additional debt weakens leverage and coverage to a level that is indicative of a B3 rating. Moreover, the forecasted free cash flow over the intermediate term is insufficient to improve these metrics to a level more consistent with the B2 rating category. The expected additional interest payment for the new term loan represents a substantial proportion of the projected cash from operations and a significant drag on free cash flow. The integration of Covalence is not yet complete and risks still remain because of the difference in product lines and size as well as the historical operating issues. Additionally, the merger synergies represent a substantial portion of the forecasted financial results and are not yet assured given the continuing integration risk. As stated in our credit opinion dated April 11, 2007, a failure to reduce leverage below 6.5 times in the intermediate term could result in a downgrade. Berry has substantially increased debt twice in the last nine months and the ratings assigned both times were based upon the company's promise to reduce debt over the intermediate term. The current ratings and outlook are predicated upon significant debt reduction over the intermediate term. There is little room in the rating class for negative variance in operating results or any deterioration in credit metrics. The Caa2 rating on the $500 million senior unsecured term loan is two notches below the Corporate Family Rating. The issuer is the Berry Plastics Group, Inc. which is the parent holding company of Berry Plastics Holdings Corporation and the issue is not guaranteed by any subsidiaries. The rating reflects the deep structural subordination to a significant amount of both secured and guaranteed debt at the operating holding company, Berry Plastics Holdings Corporation. The rating also reflects a loss given default of 93% and an expected loss of 25% and the absence of coverage on an enterprise value or distressed basis. Interest is payable in cash, PIK or a combination of 50% of each. Covenants include limitations on the incurrence of debt liens, asset sales, mergers, restricted payments, and future loan guarantees. Based in Evansville, Indiana, Berry Plastics Corporation -- http://www.berryplastics.com/-- manufactures and markets rigid plastic packaging products. Berry Plastics provides a wide range of rigid open top and rigid closed top packaging as well as comprehensive packaging solutions to over 12,000 customers, ranging from large multinational corporations to small local businesses. The company has 25 manufacturing facilities worldwide, including in Italy, England and Hong Kong and more than 6,800 employees. Pro forma for the recent merger with Covalence Specialty Materials Corporation, net sales for the 12 months ended March 31, 2007 amounted to approximately $3.0 billion. CMS ENERGY: Moody's Upgrades Rating to Ba1 on Sr. Unsec. Notes -------------------------------------------------------------- Moody's Investors Service upgraded the long-term ratings of CMS Energy Corporation (CMS: senior unsecured to Ba1 from Ba3) and its subsidiary Consumers Energy Company (Consumers: senior secured to Baa1 from Baa2), and revised the outlook of both companies to stable from positive. The Corporate Family Rating, Probability of Default Rating and Speculative Grade Liquidity rating for CMS have been withdrawn. All loss given default assessments, have also been withdrawn. Moody's also assigned a rating of Baa1 to Consumers' $500 million amended and restated secured credit facility terminating in 2012, and a rating of Baa3 to CMS' $300 million amended and restated secured credit facility terminating in 2012. "The upgrades reflect significant improvement in CMS' business and financial risk profile as a result of its recent completion of the sales of its international businesses, its renewed focus on Michigan utility operations, and its implementation of a significant deleveraging strategy" said Laura Schumacher, Vice President Senior Analyst. CMS has now successfully completed the sale of its businesses in the Middle East, Africa, India, Argentina and Venezuela as well as the sale of certain northern Michigan gas assets. The company has also entered into agreements to sell its remaining non-U.S. based businesses in Brazil, Chile and Jamaica. Year-to-date in 2007, CMS has received sales proceeds of approximately $1.2 billion, and anticipates an additional $300 million from the announced agreements by year end. Proceeds are being used primarily for utility investment and debt repayment at the parent company. CMS has infused $400 million of equity into Consumers, and will have repaid approximately $650 million of consolidated debt by year-end. The upgrade of Consumers reflects the reduction in CMS' overall consolidated business risk and its publicly stated intent to concentrate on regulated utility operations in Michigan. The upgrade also reflects improvement in Consumers' financial and operating risk profile resulting from the sale of the Midland Cogeneration Venture in 2006 as well as its sale of the Palisades nuclear facility in 2007. The upgrade considers the significant capital expenditure program planned at the utility, including its planned purchase of the Zeeland gas-fired power plant, and assumes the company will be reasonably successful in managing its regulatory relationship with an objective of attaining timely recovery of increased expenditures and an opportunity to earn a fair return. The upgrades for both CMS and Consumers reflect Moody's expectation of improved financial performance as a result of debt reduction and reduced cash flow volatility. Over the near-to- medium term, Moody's expects the ratio of cash flow from operations excluding changes in working capital (CFO x WC) to debt (calculated in accordance with Moody's standard analytical adjustments) at CMS to move into the mid-teens as this same metric at Consumers moves into the high-teens. The stable outlooks reflect our expectation of relatively stable cash flows generated by CMS' regulated operations, our assumption that the company will be successful in managing its regulatory relationships, that it will continue with its debt reduction program as scheduled and that it will maintain a disciplined approach to its recently re-established dividend policy. Ratings assigned: -- CMS Energy Corporation -- secured revolving credit facility, Baa3 -- Consumers Energy Corporation -- secured revolving credit facility, Baa1 Ratings withdrawn: -- CMS Energy Corporation; -- Corporate Family Rating; -- Probability of Default Rating; -- Speculative Grade Liquidity Rating. Ratings upgraded/assessments withdrawn: * CMS Energy Corporation -- Senior unsecured notes upgraded to Ba1 from Ba3; -- Preferred stock upgraded to Ba2 from Ba3 Shelf registration for the issuance of senior; and -- subordinate debt securities and preferred stock upgraded to (P) Ba1, (P) Ba2 and (P) Ba2 from (P) Ba3, (P) Ba3, and (P) Ba3 respectively. * CMS Energy Trust I -- Preferred stock and preferred stock shelf upgraded to Ba2 and (P) Ba2 from Ba3 and (P) Ba3. * CMS Energy Trust IV and V -- Preferred stock shelf upgraded to (P) Ba2 from (P) Ba3. * Consumers Energy Corporation -- Senior secured debt upgraded to Baa1 from Baa2; -- Preferred stock upgraded to Baa3 from Ba2; -- Shelf registration for the issuance of senior secured, unsecured and subordinate debt securities upgraded to (P) Baa1, (P) Baa2 and (P) Baa3 from (P) Baa2, (P) Ba1 and (P) Ba2 respectively. * Consumers Energy Company Financing V and VI -- Preferred stock shelf upgraded to (P) Baa3 from (P) Ba2. Based in Jackson, Michigan, CMS Energy Corporation is a diversified energy holding company. Through its regulated utility subsidiary, Consumers Energy Company, the company provides natural gas and electricity to almost 6.5 million of the nearly 10 million residents in all 68 of Michigan's Lower Peninsula counties. COMMERCIAL MONEY: Netbank Can't Assert Claims Against Royal Bonds ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California has issued a ruling against NetBank FSB in Commercial Money Center, Inc.'s Chapter 7 liquidation proceeding. Pursuant to the Court's ruling, NetBank FSB, a subsidiary of NetBank, Inc., is ordered not to assert claims against Royal Indemnity Company's bonds. The Court held that NetBank had neither an ownership interest nor a security interest in the CMC lease payments at issue. The litigation arose from a program in which surety bonds were issued in the names of Royal Indemnity and other surety companies, securing the payment of equipment leases issued by CMC, a now- defunct leasing company. NetBank's claims against Royal Indemnity are pending in federal court in Cleveland. About Commercial Money Center Commercial Money Center, Inc., filed for chapter 11 protection on May 30, 2002 in the U.S. Bankruptcy Court for the Southern District of Florida. The company's case was converted into a chapter 7 liquidation proceeding on June 28, 2002. The Florida Bankruptcy Court ordered that all collections by the servicers and sub-servicers under the leases be paid in escrow to the bankruptcy trustee pending final resolution of rights to those collections. On Sept. 18, 2002, the Florida Court transferred the Debtor's chapter 11 case to the U.S. Bankruptcy Court for the Southern District of California (Case No. 02-09721). John W. Cutchin, Esq. represents the Debtor in its liquidation proceeding. Richard M. Kipperman has been appointed as Chapter 7 liquidation trustee in the Debtor's bankruptcy case. CORD BLOOD: March 31 Balance Sheet Upside-Down by $4.7 Million -------------------------------------------------------------- Cord Blood America Inc. reported a net loss of $1,315,775 on revenue of $1,698,003 for the first quarter ended March 31, 2007, compared with a net loss of $1,711,479 on revenue of $551,060 for the same period ended March 31, 2006. Rainmakers International's revenues increased $517,186 as a result of additional marketing and exposure for the company's radio and television advertising services, which resulted in the addition to the company's customer base and increased revenue from existing customers. Cord's revenues, which includes the company's umbilical cord stem cell preservation operations, increased $629,757 or 242% to $890,150. Cost of services increased by $573,536 as a result of substantially higher revenues, but gross profit increased from 5% to 35% as economies of scale, especially for the company's Cord division, start impacting the company's results. At March 31, 2007, the company's balance sheet showed $6,641,969 in total assets and $11,186,452 in total liabilities, resulting in a $4,724,483 total stockholders' deficit. The company's balance sheet at March 31, 2007, also showed strained liquidity with $1,272,460 in total current assets available to pay $11,184,506 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?20cd Going Concern Doubt Rose, Snyder & Jacobs, in Encino, California, expressed substantial doubt about Cord Blood America Inc.'s ability to continue as a going concern after auditing the company's balance sheet for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's recurring operating losses, continuing use of cash in operating activities, insufficient working capital and accumulated deficit at Dec. 31, 2006. About Cord America Headquartered in West Hollywood, California, Cord Blood America Inc. (OTCBB: CBAI) -- http://www.cordblood-america.com/-- is the parent company of Cord Partners, which facilitates umbilical cord blood stem cell preservation for expectant parents and their children. Collected through a safe and non-invasive process, cord blood stem cells offer a powerful and potentially life-saving resource for treating a growing number of ailments, including cancer, leukemia, blood, and immune disorders. The company, through its subsidiary Career Channel Inc., d/b/a Rainmakers International, also provides television, radio and internet advertising services to businesses that sell family based products and services. CUSTOM FOOD: Committee Wants Storch Amini as Special Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Custom Food Products Inc. asks the U.S. Bankruptcy Court for the District of Delaware for authority to retain Storch Amini & Munves PC as its as special counsel, nunc pro tunc, as of May 18, 2007. Storch Amini will: a. investigate the financial and other business affairs of the Debtor; b. investigate any actions taken by the Debtor's board of directors, senior management or lenders which in Storch Amini's professional judgment could lead to a recovery for the Debtor's estate or the Debtor's unsecured creditors; c. investigate any potential causes of action that may arise under the Debtor's director's and officer's insurance policy; and d. file and prosecute any viable claims arising out of the above. The Committee proposes to retain Storch Amini, subject to Court approval, on a contingency fee basis. Before a complaint is filed or adversary proceeding initiated, a contingency fee of 15% of any recovery will become due and owing to Storch Amini upon any settlement. After a complaint is filed or an adversary proceeding initiated, a contingency fee of one-third or about 33.3% of any recovery will become due and owing to Storch Amini upon any settlement or judgment in any case that is filed by Storch Amini. The contingency fee is to be paid solely from the proceeds of any settlement or judgment. In the event of a structured settlement or payments made over time, Storch Amini will be entitled to take their fee based on a present value calculation. In the event of a settlement involving non-cash compensation, or any further undertaking by Storch Amini that is not in the nature of filing any claims but nevertheless benefits the estate or unsecured creditors, and whose monetary value is not readily ascertainable, compensation will be determined by the Court commensurate with the results achieved and the risk assumed by counsel. In the Committee's opinion, employing Storch Amini is in the best interests of the Debtor's estate and creditors. The firm can be reached at: Storch Amini & Munves PC 140 East 45th Street New York, NY 10017 Telephone: (212) 490-4100 http://www.samlegal.com/ Based in Carson, California, Custom Food Products Inc., fka Center of the Plan Foods, Inc. -- http://www.customfoodproducts.com/-- develops, manufactures and markets value-added meat, poultry, and pork products sold to the foodservice industry and manufacturers of packaged foods. The Debtor filed for Chapter 11 protection on April 13, 2007 (Bankr. D. Del. Case No. 07-10495). Laura Davis Jones, Esq., at Jones Pachulski Stang Ziehl Young Jones & Weintraub, LLP, represents the Debtor in its restructuring efforts. In its schedules, the Debtor disclosed total assets of $69,698,974 and total debts of $47,822,711. CWABS ASSET: Moody's Rates Classes BV & BF Certificates at Ba1 -------------------------------------------------------------- Moody's Investors Service assigned a Aaa rating to the senior certificates issued by CWABS Asset-Backed Certificates Trust 2007- 8 and ratings ranging from Aa1 to Ba1 to the subordinate certificates in the deal. The securitization is backed primarily by fixed rate and adjustable rate, first lien subprime mortgage loans. The loans were originated by Countrywide Home Loans, Inc. and acquired by Countrywide Financial Corporation. The ratings are based primarily on the credit quality of the loans and on protection against credit losses from the lender paid mortgage insurance policies provided Mortgage Guaranty Insurance Corporation. The ratings also benefit from subordination, an interest rate swap agreement, excess interest and overcollateralization. Moody's expects collateral losses to range from 3.75% to 4.25%. Countrywide Home Loans Servicing LP will act as master servicer. The complete rating actions are: * CWABS Asset-Backed Certificates Trust 2007-8 * Asset-Backed Certificates, Series 2007-8 Class 1-A-1, Assigned Aaa Class 1-A-2, Assigned Aaa Class 2-A-1, Assigned Aaa Class 2-A-2, Assigned Aaa Class 2-A-3, Assigned Aaa Class 2-A-4, Assigned Aaa Class A-R, Assigned Aaa Class M-1, Assigned Aa1 Class M-2, Assigned Aa2 Class M-3, Assigned Aa3 Class M-4, Assigned A1 Class M-5, Assigned A2 Class M-6, Assigned A3 Class M-7, Assigned Baa1 Class M-8, Assigned Baa2 Class M-9, Assigned Baa3 Class BV, Assigned Ba1 Class BF, Assigned Ba1 DOROTHY O'CONNOR: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Dorothy B. O'Connor aka Dorothy Beverly Lindo dba Virginia's Home Assisted Living 8 Pleasanton Street Dorchester, MA 02121 Bankruptcy Case No.: 07-13517 Chapter 11 Petition Date: June 5, 2007 Court: District of Massachusetts Debtor's Counsel: William T. Stevens, Esq. 98 North Washington Street, Suite 305 Boston, MA 02114 Tel: (617) 720-0991 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of her 20 largest unsecured creditors. DUNE ENERGY: Completes Sale of 36000 Shares to Jefferies for $36MM ------------------------------------------------------------------ Dune Energy, Inc., on June 5, 2007, completed the sale of an additional 36,000 shares of their 10% Senior Redeemable Convertible Preferred Stock to Jefferies & Company, Inc. for an aggregate purchase price of $36 million pursuant to that option previously granted to the Initial Purchaser under that certain purchase agreement, dated May 1, 2007, between the company and the Initial Purchaser. The rights, preferences, powers, limitations and other terms of the Additional Shares are set forth in that Certificate of Designations filed by the company with the Secretary of State of the State of Delaware on May 15, 2007. The Additional Shares are subject to that Preferred Stock Registration Rights Agreement, dated May 15, 2007, previously executed by the company whereby we agreed to have filed and declared effective a registration statement covering the Preferred Stock and the shares of the company's common stock issuable upon conversion of the Preferred Stock. Failure by the company timely to file and/or have declared effective such registration statement will result in the imposition of certain penalties, in either cash or additional shares of the company's common stock. The Additional Shares were not registered under state or federal securities laws at the closing and were offered and sold by the company to the Initial Purchaser pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended provided by Section 4(2) of the Act. About Dune Energy Headquartered in Houston, Texas, Dune Energy Inc. (Amex: DNE) -- http://www.duneenergy.com/-- is an independent exploration and development company, with operations focused along the Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin Barnett Shale. Dune will continue to exploit its existing asset base, seek accretive acquisitions, and enter into additional joint venture drilling programs. * * * As reported in the Troubled Company Reporter on May 2, 2007, Moody's Investors Service assigned first-time ratings to Dune Energy Inc., including a Caa2 Corporate Family Rating, Caa2 Probability of Default Rating, and a Caa2 rating (LGD 4, 50%) on its proposed $285 million of senior secured notes due 2012. At the same time, Standard & Poor's Ratings Services assigned its 'B-' corporate credit rating to oil and gas exploration and production company Dune Energy Inc. In addition, S&P assigned a 'B-' rating and '3' recovery rating, indicating S&P's expectation of meaningful (50%-80%) recovery of principal in the event of a payment default, to the company's proposed $285 million senior secured notes due 2012. DVI MEDICAL: Fitch Holds Junk Ratings on Seven Note Classes ----------------------------------------------------------- Fitch Ratings has taken these actions on the long-term and Distressed Recovery ratings for the DVI transactions: DVI Receivables VIII LLC, Series 1999-1 -- Class C, D, and E notes, currently rated 'C/DR6', are withdrawn. DVI Receivables XI LLC, Series 2000-1 -- Class A-4 notes remain at 'CC' and DR lowered to 'DR3' from 'DR2'; -- Class B, C, D and E notes remain at 'C/DR6'. DVI Receivables XVI LLC, Series 2001-2 -- Class A-3 and A-4 notes remain at 'CC' and DR lowered to 'DR3' from 'DR2'; -- Class B, C, D, and E notes remain at 'C/DR6'. DVI Receivables XIX LLC, Series 2003-1 -- Class A-3a and A-3b notes remain at 'CCC' and DR lowered to 'DR3' from 'DR2'; -- Class B, C-1, C-2, D-1, D-2, E-1, and E-2 notes remain at 'C/DR6'. The ratings on these DVI transactions remain unchanged: DVI Receivables X LLC, Series 1999-2 -- Class A-4, B, C, D and E notes 'C/DR6'. DVI Receivables XII LLC, Series 2000-2 -- Class A-4 notes 'CCC/DR1'; -- Class B notes 'CC/DR4'; -- Class C notes 'CC/DR5'; -- Class D and E notes 'C/DR6'. DVI Receivables XIV LLC, Series 2001-1 -- Class A-4 notes 'CC/DR1'; -- Class B notes 'CC / DR4'; -- Class C and D notes 'CC/DR5'; -- Class E notes 'C/DR6'. DVI Receivables XVII LLC, Series 2002-1 -- Class A-3a and A-3b notes 'CCC/DR4'; -- Class B, C, D, and E notes 'C/DR6'. DVI Receivables XVIII LLC, Series 2002-2 -- Class A-3a and A-3b notes 'CCC/DR1'; -- Class B notes 'CC/DR4'; -- Class C notes 'CC/DR6'; -- Class D and E notes 'C/DR6'. Fitch's actions are based on continued loan performance deterioration as reflected in the servicer reports for the period ended April 30, 2007. Since last review on April 5, 2007, Fitch noted increasing delinquency levels in eight of the transactions, as well as an increasing accumulation of interest shortfalls in five of the transactions. Using assumptions consistent with historical DVI securitization performance, Fitch ran a series of cash flow runs for each transaction to determine the appropriate rating movements, if any. Fitch has had discussions with U.S. Bancorp Portfolio Services, which replaced DVI, Inc., as servicer for each of the securitizations under the terms of each transaction's Contribution and Servicing Agreements in February 2004. Since taking over servicing duties, USBPS has been successful in working out and realizing recoveries on previously defaulted contracts. Fitch will continue to closely monitor performance of the transactions, will have regular contact with USBPS, and may raise, lower or withdraw ratings as appropriate. EDDIE BAUER: ISS Urges Shareholders to Approve Directors' Election ------------------------------------------------------------------ Institutional Shareholders Services has changed its previous recommendation and is now advising its clients to approve the election of all nine members of Eddie Bauer Holdings, Inc.'s Board of Directors for one year terms and to ratify the appointment of the company's independent registered accounting firm. ISS continues to recommend approval of the 2007 amendment and restatement of the 2005 Eddie Bauer Holdings, Inc. Stock Incentive Plan. On June 6, 2007, the company sent a letter to ISS clarifying the nature of the tax fees paid by the company to its independent registered public accounting firm in 2006. In its recommendation dated June 7, 2007, ISS concluded, "Previously, ISS did not support the ratification of the company's auditors because other fees, given the disclosure available, represented more than 50% of total fees. Given the new disclosure, we are changing our vote recommendation to support the ratification of BDO Seidman as the company's auditors for the current fiscal year. For similar reasons, ISS is changing its WITHHOLD vote recommendation of the Audit Committee members, and recommend a vote FOR independent outsiders John C. Brouillard, Laurie M. Shahon, and Kenneth M. Reiss." About Eddie Bauer Based in Redmond, Washington, Eddie Bauer Holdings Inc. (NASDAQ: EBHI) -- http://www.eddiebauer.com/-- is a specialty retailer that sells casual sportswear and accessories for the "modern outdoor lifestyle." Established in 1920 in Seattle, Eddie Bauer products are available at about 380 stores throughout the U.S. and Canada, through catalog sales and online at http://www.eddiebaueroutlet.com/. The company also participates in joint venture partnerships in Japan and Germany and has licensing agreements across a variety of product categories. Eddie Bauer employs 10,000 part-time and full-time associates in the U.S. and Canada. * * * As reported in the Troubled Company Reporter on March 26, 2007, Standard & Poor's Rating Services lowered the ratings on Eddie Bauer Holdings Inc., to 'B-' from 'B'. At the same time, Standard & Poor's removed the rating from CreditWatch with negative implications, where it was placed on Nov. 13, 2006. The outlook is negative. ELLIOTT HOLDING: Case Summary & 169 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Elliott Holding Company 3000 Cabot Boulevard West, Suite 200 Langhorne, PA 19047 Bankruptcy Case No.: 07-18142 Debtor affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Bella Vista Associates, L.L.C. 07-18134 Forest Walk Associates, L.L.C. 07-18135 Stony Brook Court Associates, L.L.C. 07-18136 Wilshire Woods Associates, L.L.C. 07-18138 S.P. Associates, L.L.C. 07-18139 Heritage Associates NJ, L.P. 07-18140 Northgate at Heritage, L.L.C. 07-18141 The Elliott Building Group, Ltd. 07-18143 High Meadow Estates Associates, L.P. 07-18144 Preserves at Hilltown Associates, L.P. 07-18145 Ridings at Brandywine Associates, L.P. 07-18146 Rydal Waters Associates, L.P. 07-18147 Clover View Associates, L.P. 07-18148 Promenade at Sycamore, L.P. 07-18149 Elliott Residential, L.L.C. 07-18150 New Hope Realty, Inc. 07-18151 EBG Real Estate Services, Inc. 07-18153 Land Solutions, Inc. 07-18154 Type of Business: The Debtor is a home builder. See http://www.elliottbuildinggroup.com/ Chapter 11 Petition Date: June 10, 2007 Court: District of New Jersey (Camden) Debtor's Counsel: Aris J. Karalis, Esq. Maschmeyer Karalis, P.C. 413 Route 70 East, Suite 300 Cherry Hill, NJ 08034 Tel: (856) 428-8400 Estimated Assets Estimated Debts ---------------- --------------- Elliott Holding Company $1 Million to $1 Million to $100 Million $100 Million Bella Vista Associates, $1 Million to $1 Million to L.L.C. $100 Million $100 Million Forest Walk Associates, $1 Million to $1 Million to L.L.C. $100 Million $100 Million Stony Brook Court $1 Million to $1 Million to Associates, L.L.C. $100 Million $100 Million Wilshire Woods Associates, $1 Million to $1 Million to L.L.C. $100 Million $100 Million S.P. Associates, L.L.C. $1 Million to $1 Million to $100 Million $100 Million Heritage Associates NJ, $1 Million to $1 Million to L.P. $100 Million $100 Million Northgate at Heritage, $1 Million to $1 Million to L.L.C. $100 Million $100 Million The Elliott Building Group, $1 Million to $1 Million to Ltd. $100 Million $100 Million High Meadow Estates $1 Million to $1 Million to Associates, L.P. $100 Million $100 Million Preserves at Hilltown $1 Million to $1 Million to Associates, L.P. $100 Million $100 Million Ridings at Brandywine $1 Million to $1 Million to Associates, L.P. $100 Million $100 Million Rydal Waters Associates, $1 Million to $1 Million to L.P. $100 Million $100 Million Clover View Associates, $1 Million to $1 Million to L.P. $100 Million $100 Million Promenade at Sycamore, $1 Million to $1 Million to L.P. $100 Million $100 Million Elliott Residential, $1 Million to $1 Million to L.L.C. $100 Million $100 Million New Hope Realty, Inc. $10,000 to Less than $100,000 $10,000 EBG Real Estate Services, $10,000 to $100,000 to Inc. $100,000 $1 Million Land Solutions, Inc. $10,000 to $10,000 to $100,000 $100,000 A. Elliott Holding Company's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ National City Bank $15,997,078 One South Broad Street Philadelphia, PA 19107 Bernard National Loan $10,929,720 Investors 745 Fifth Avenue 18th Floor New York, NY 10151 Citizens Bank $5,463,547 2001 Market Street Philadelphia, PA 19103 Key Bank $3,270,685 4035 Ridge Top Road Suite 570 Fairfax, VA 22030 Longstone Real Estate $3,034,999 Partners, L.L.C. Attention: Matthew D. Brunner 456 Main Street Reiterstown, MD 21136 Abington Bank $2,549,476 180 Old York Road Jenkintown, PA 19046 Beneficial Savings Bank $2,528,744 530 Walnut Street Philadelphia, PA 19106 P.N.C. Real Estate $2,133,360 Finance 1600 Market Street Philadelphia, PA 19103 Firstrust Bank $1,976,805 15 East Ridge Pike Conshohocken, PA 19428 The Bancorp Bank $1,585,000 405 Silverside Road Wilmington, DE 19809 Continental Bank $1,573,948 620 West Germantown Pike Plymouth Meeting, PA 19462 Atlantic Residential Fund $1,307,472 V, L.L.C. 465 Main Street Reisterstown, MD 21136 Colonial Bank $1,100,000 85 West Broad Street P.O. Boc 776 Bridgeton, NJ 08302 Shelly Enterprises $728,893 P.O. Box 175 Perkasie, PA 18944 Sterling Kitchen Sales, $741,721 Inc. 981 South Bolmar Street Unit B West Chester, PA 18914 Four Brothers $639,905 Construction Company 920 Old Dolington Road Newtown, PA 18940 Sunrise Concrete Co. $469,702 P.O. Box 435 Rushland, PA 18956 G-Boys Excavating, Inc. $420,633 340 East Fleming Pike Hammonton, NJ 08037 Ed Wood Custom Drywall $367,015 6 Enterprise Court Sewell, NJ 08080 C.J.'s Mechanical, Inc. $329,699 1733 Glassboro Road Williamstown, NJ 08094 B. Bella Vista Associates, LLC's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Mark and Danielle Brenza $101,240 12 Chestnut Court Mullica Hill, NJ 08062 Alyson E. and Eric D. $98,424 Newman 2 Heron Lane Millville, NJ 08332 Brian R. and Francine D. $94,080 Pomarici 38 Meadowyck Drive Laurel Springs, NJ 08021 James and Jennifer Reilly $64,510 1313 Mulberry Lane Williamstown, NJ 08094 C. Forest Walk Associates, LLC's 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Fortune Insulation $40,000 Construction, Inc. 6599 Delilah Road Egg Harbor Township, NJ 08234 Annette Campbell and $24,690 Ernest Campbell, Jr. 119 Poplar Street Carteret, NJ 07008 Alberto and Madeline $23,254 Rivera 510 Henry Drive Milleville, NJ 08332 Lowie and Cristine Mallari $21,930 Lily Shui Timothy and Jeneen Callahan $20,647 Harold C. Colbert $18,993 Lawrence and Viola George $18,628 Mitzi and Mark Cabahug $18,096 William J. Thomasson $16,298 Gregory and Sonya Ivanovs $14,995 Eunice Kwei-Ankrah and $10,800 Roberta Bortu D. Stony Brook Court Associates, LLC's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Washington Township Tax $2,031 Office P.O. Box 1106 Turnersville, NJ 08012 E. Wilshire Woods Associates, LLC's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Atlantic City Electric $707 P.O. Box 4875 Trenton, NJ 08650 F. S.P. Associates, LLC's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Christian Antczak $55,323 401 St. Thomas Drive Egg Harbor Twp., NJ 08234 Emmanuel O. Udoh $54,005 700 North Franklin Boulevard, Apartment 1408 Pleasantville, NJ 08232 Jeffry and Tina Alava $51,343 95-23 133rd Street South Richmond Hill, NY 11419 Kenneth B. and Marsha E. $46,460 Moore Douglas L. and Robin L. $45,249 Godshall Edgar C. and Marie Elena $44,203 Cajilig Jason Sales Gonzales $44,068 Donale and Ann Cheatle $43,830 Efren and Ruth Aldover $43,420 Louis M. and Debra L. $43,187 Sbarra Harry and Tammie Brubaker $42,990 Thomas and Kelly Burns $42,909 Bruce Muenzenberger $41,866 James Yu and Xilin Liu $41,378 Arwin V. and Sona N. David $41,225 Joseph C. and Maria G. $40,423 Fernandes Judy Virgiline and Thomas $40,309 Cruz Ba Ly and Betty D. Ngo $39,656 Maria J. and Stephen Catral $38,705 Elwood and Viviana Faunce $38,640 G. Heritage Associates NJ, LP's Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Nicholas and Lucille M. $29,273 Yushchak 400 Smith Lane Runnemede, NJ 08078 Alberta Weintraub $25,000 2524 Brookfield Street Vineland, NJ 083613 H. Northgate at Heritage, LLC's 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Charles and Mary M. Cannuli $54,357 334 Oakland Avenue Bellmawr, NJ 08031 Albert Monte and Lorraine $41,769 Casalunovo 14 Vicksburg Road Laurel Springs, NJ 08021 Michael P. and Patricia $39,676 Cooney 448 Kismet Road Philadelphia, PA 19115 Richard and Florence G. $38,285 Fioravanti Alphone W. and Renee Orio $37,520 Jennifer Thomas $35,599 Robert D. and Carolyn J. $33,930 Dickson Terence and Catherine A. $33,078 McCarthy Gloria A. Chestnut $32,457 Gisela D. Geinger $32,887 Carl H. and Amelia Brown $31,944 Marie D. Gushue $30,680 George D. Yarsunas $30,562 Richard T. Whelan $30,523 Dorothy Houseman $28,350 Anthony F. and Frances $19,708 Natale I. The Elliott Building Group, Ltd's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America $16,722,337 111 Westminster Street Providence, RI 02903 Peninsula Bank $10,400,000 1520 Ringling Boulevard Sarasota, FL 34236 Wilmington Trust $9,280,500 1100 North Market Street Wilmington, DE 19890 Citizens Bank $5,463,547 2001 Market Street Philadelphia, PA 19103 Key Bank $3,720,685 4035 Ridge Top Road Suite 570 Fairfax, VA 22030 Longstone Real Estate $3,034,999 Partners, L.L.C. Attention: Matthew D. Brunner 456 Main Street Reiterstown, MD 21136 Chesapeake 5th Avenue $2,096,337 Partners, L.L.C. Main Street Reiterstown, MD 21136 Firstrust Bank $1,976,805 15 East Ridge Pike Conshohocken, PA 19428 Atlantic Residential Fund $1,307,472 V, L.L.C. 465 Main Street Reisterstown, MD 21136 Sunsrise Concrete Co., $849,561 Inc. P.O. Box 435 Rushland, PA 18956 Sterling Kitchen Sales, $733,220 Inc. 981 South Bolmar Street, Unit B West Chester, PA 18914 Shelly Enterprises $728,893 P.O. Box 175 Perkasie, PA 18944 Four Brothers Construction $707,621 Co. 920 Old Dolington Road Newtown, PA 18940 G-Boys Excavating, Inc. $545,401 340 East Fleming Pike Hammonton, NJ 08037 Ed Wood Custom Drywall $390,919 6 Enterprise Court Sewell, NJ 08080 Murphy Architectural $383,603 Group 1450 East Boot Road Suite 100B West Chester, PA 19380-5927 Van Cleef Engineering $353,326 Association 501 North Main Street Doylestown, PA 18901 William Bowman Associates, $352,309 Inc. 551 Cooper Road P.O. Box 330 West Berlin, NJ 08091-0330 C.J.'s Mechanical, Inc. $346,783 1773 Glassboro Road Williamstown, NJ 08094 Allan A. Meyers $339,528 P.O. Box 98 Worcester, PA 19490 J. High Meadow Estates Associates does not have any creditors who are no insiders. K. Preserves at Hilltown Associates, LP's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Joseph and Marguerite $74,190 Cooper 4205 Minnie Lane Hatboro, PA 19040 Brian Ricca $73,400 105 Brighton Court Perkasie, PA 18944 Daniel and Mary Hojlo $53,913 607 Bellflower Boulevard Warrington, PA 18976 David and Heather Weber $45,000 Jonathan and Janet Russell $43,061 Howard and Maryellen Downs $33,950 L. Ridings at Brandywine Associates, LP's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Comcast Cable $335 P.O. Box 3005 Southeastern, PA 19398-3005 M. Rydal Waters Associates, LP's 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ J.B. Constructors, Inc. $109,469 P.O. Box 1108 Buckingham, PA 18912 James J. and Geraldine V. $100,456 Clark 356 Evergreen Road Jenkintown, PA 19046 Lydia Wilson Parker $96,409 1388 Lindbergh Avenue Philadelphia, PA 19001 Wrenton and Donna Wright $74,340 Van Cleef Engineering $71,094 Association Shaheed and Jamilia Sanders $41,739 Lloyd and Sarah Mitchell $40,245 Sunrise Concrete Company, $29,932 Inc. Keystone Municipal Engineer $11,500 Blue Flame Gas Service $596 New View Home Remodelers, $500 Inc. Relief Rentals, Inc. $395 Waste Management of PA, Inc. $302 Nationwide Exterminating $164 Aqua Pennsylvania, Inc. $76 N. Clover View Associates, LP's Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Margaret M. and Kenneth J. $86,142 Del Rossi 12028 Lake Estates Avenue Baton Rouge, LA 70810 Earl Wallo and Christa L. $74,670 Graback-Wallo 225 Merion Lane Easton, PA 18042 O. Promenade at Sycamore, LP's Three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Beneficial Savings Bank $1,425,000 530 Walnut Street Philadelphia, PA 19106 Van Cleef Engineering $123,292 Association 339 Amwell Road P.O. Box 5877 Hillsborough, NJ 08844 P.E.C.O. Energy $18 P.O. Box 37629 Philadelphia, PA 19101 P. Elliott Residential, LLC does not have any creditors who are not insiders. Q. New Hope Realty, Inc's Nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Klunk & Millan Advertising $2,260 1431 West Chew Street Allentown, PA 18102-3658 Joseph M. Adams, Esq. $1,225 200 Highpointe Drive Suite 209 Chalfont, PA 18914 REAMARK $869 10095 Scripes Ranch Court Suite 100 San Diego, CA 92131 State of New Jersey $459 Division of Taxation Construction Clean-Up, $270 L.L.C. Uniforce Staffing Service $222 Commonwealth of PA $210 R.C.N. $160 Parkland School District $94 Tax Office R. EBG Real Estate Services, Inc's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Philadelphia Newspapers, $59,056 Inc. P.O. Box 822063 Philadelphia, PA 19182-2063 Brendan Boroski $39,598 Advertising 320 North Broad Street Doylestown, PA 18901 Gannett N.J. Newspaper $25,181 3601 Highway 66 Box 1550 Neptune, NJ 07754-1556 New Home Guide $24,585 Philadelphia Business $22,098 Journal Broad Street Magazine $14,087 Lamar Advertising $13,065 Courier Post $12,393 Prudential Fox and Roach $12,261 Edgar Cajilig $10,887 Move Sales, Inc. $10,802 C.B.S. Outdoor $10,000 South Jersey Newspapers $9,771 Keller Williams $9,540 Atlantic City Weekly $9,500 Harmon Homes $9,076 Clear Channel Outdoor $6,000 P.S.E.&G. $5,703 Century 21 Alliance $5,653 Atlantic City Electric $5,650 S. Land Solutions, Inc's 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Brickhouse Environmental $16,341 515 South Franklin Street West Chester, PA 19382 Van Cleef Engineering $15,908 Associates 501 North Main Street Doylestown, PA 18901 Ecosign Mountain Resort $9,646 Pl. Box 63 Whistler B.C. Canada VON 1B0 Pennoni Associates, Inc. $7,339 Thomas Comitta Associates $6,797 Hanley Wood $5,601 Everland, Shourds & $4,000 Associates William G. Kozub $2,127 Abstract Services and $1,600 Productions A.L.M. Media, Inc. $969 Morris & Ritchie $880 Associates Robinson and Andujar $702 Newman, Williams, Mishkin $612 Flaster Greenberg $339 P.A. Housing Research $190 Center Penn State University $180 Builders League of South $100 Jersey McCaffrey's Commissary, $53 Inc. ENERGY PARTNERS: Retains Jones Walker to Conduct Investigation -------------------------------------------------------------- Energy Partners, Ltd., disclosed that on June 8, 2007, it retained the law firm of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P. to conduct an independent investigation into possible environmental violations at the company's East Bay field arising out of on-site governmental agency inspections conducted in the field in late 2005 and early 2006. Earlier last week, the company met with representatives of the U.S. Attorney for the Eastern District of Louisiana in New Orleans, the U.S. Environmental Protection Agency and the U.S. Coast Guard and was informed that they are conducting an investigation into possible criminal violations arising out of those on-site inspections. The company intends to cooperate fully with the government's investigation and said that operations in the field remain unaffected by the investigation. About Energy Partners Ltd. Founded in 1998, EPL is an independent oil and natural gas exploration and production company based in New Orleans, Louisiana. The Company's operations are focused along the U. S. Gulf Coast, both onshore in south Louisiana and offshore in the Gulf of Mexico. * * * As reported in the Troubled Company Reporter on March 14, 2007, Moody's Investors Service downgraded Energy Partners Ltd.'s Corporate Family Rating to B3 from B2 and its Probability of Default Rating to B3 from B2 following the conclusion of the company's strategic alternative process. ESPERANZA DULAY: Case Summary & Six Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Esperanza G. Dulay 1244 Mayhew Drive San Jose, CA 95121 Bankruptcy Case No.: 07-51688 Chapter 11 Petition Date: June 5, 2007 Court: Northern District of California (San Jose) Debtor's Counsel: Charles E. Logan, Esq. 95 S Market Street, Suite 660 San Jose, CA 95113 Tel: (408) 995-0256 Total Assets: $1,354,132 Total Debts: $2,275,798 Debtor's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo automobile loan $287,993 711 West Broadway Tempe, AZ 85282 $56,300 G.M.A.C. automobile loan $146,553 P.O. Box 10729 Midland, TX 792702-7729 Chase automobile loan $103,161 14800 Frye Road Fort Worth, TX 76155 Citizens automobile loan $80,000 U.S. Bank automobile loan $45,177 Daimler Chrysler automobile loan $34,000 ESSAR GLOBAL: Gets Investment Canada Act Approval on Acquisition ---------------------------------------------------------------- Essar Global Limited has obtained, through its wholly owned subsidiary Essar Steel Holdings Limited, approval under the Investment Canada Act in connection with its proposed acquisition of all of the outstanding common shares of Algoma Steel Inc. Essar has now received all regulatory approvals necessary to complete the arrangement. The arrangement will still need the approval of a Canadian court. Essar Global Chairman, Shashi Ruia, said, "I am delighted with the Minister's approval... The acquisition of Algoma will prove to be of enormous benefit to both Essar and Algoma, as well as the City of Sault Ste. Marie, the province of Ontario and Canada as a whole." "In Essar," Mr. Ruia added, "Algoma will have new ownership committed to investing in Algoma's facilities to support its growth and sustainability. We look forward to completing the arrangement, and welcoming Algoma into the Essar family." Mr. Denis Turcotte, who will continue as Chief Executive Officer of Algoma, also welcomed the news. According to Mr. Turcotte, "Essar's acquisition of Algoma will enable us to manage new growth opportunities and migration of the best technological and engineering practices in both organizations. I am confident that this is a win-win situation for all Algoma stakeholders, including Algoma employees but also the local community of Sault Ste. Marie and the province of Ontario." In order to obtain the Minister's approval under the Investment Canada Act, Essar has provided to the Minister a number of important commitments in respect of Algoma's management, operations, employees and community contributions. The attached Backgrounder outlines a number of the key commitments. About Algoma Steel Algoma Steel Inc. -- http://www.algoma.com/-- is an integrated steel producer based in Sault Ste. Marie, Ontario with steel shipments of 2.4 million tons in 2006. Revenues, which totalled CDN$1.9 billion in 2006, are derived primarily from the manufacture and sale of rolled steel products including hot and cold rolled steel and plate. About Essar Global Essar Global Ltd. -- http://www.essarglobal.com/-- is an international conglomerate operating in six business areas - steel, oil & gas, power, communications, shipping & logistics and construction. It has offices world-wide and employs approximately 20,000 people, including over 3500 persons in the United States. The group has built a portfolio of assets with expected revenues of $10 billion in the year to March 2008. It owns Essar Steel Holdings Limited, India's largest exporter of flat steel. FALL RIVER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Fall River Village Communities, L.L.C. 26571 Pleasant Park Road Conifer, CO 80433-7714 Bankruptcy Case No.: 07-15993 Type of Business: The Debtor owns river front resort homes and condominiums. See http://fallrivervillageresort.com/ Chapter 11 Petition Date: June 7, 2007 Court: District of Colorado (Denver) Judge: Howard R Tallman Debtor's Counsel: Philipp C. Theune, Esq. Charles Lilly & Associates, P.C. 1600 Stout Street 11th Floor Denver, CO 80202-3131 Tel: (303) 832-1150 Fax: (303) 845-6934 Total Assets: $22,000,000 Total Debts: $10,277,068 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Cornerstone Engineering & trade debt $700,000 Surveying, Inc. 1692 Big Thompson Avenue, Unit 200 Estes Park, CO 80517-8961 Robert A. Filbey $500,000 Irrevocable Trust P.O. Box 1624 Estes Park, CO 80517 The Lane Ill Group, Inc. $278,107 P.O. Box 637 Conifer, CO 80433 Clear Choice $18,057 Poudre Valley Air $17,907 K.H.O.W. $17,650 R.G. Insulation $9,784 Clear Channel Colorado $9,505 Rechlitz Law Firm, P.C. $9,490 Colorado Kitchen and Bath $8,145 Trail Gazette $7,619 High Country Interiors & $7,519 Design, Inc. Ram Glass Service $6,265 Hutcherson Associates $4,203 Denver Newspaper Agency $4,203 Mary Williams Fine Arts $3,000 D.K. Plumbing $2,800 Welding By Locus $2,680 Listen Up, Inc. $2,461 1st In Counters $2,162 FAST TEK: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Fast Tek Group, L.L.C. 9850 East 30th Street Indianapolis, IN 46229 Bankruptcy Case No.: 07-05258 Type of Business: The Debtor provides sorting, inspection, rework and containment services to automotive manufacturers and their suppliers. See http://www.fasttek.com/ Chapter 11 Petition Date: June 6, 2007 Court: Southern District of Indiana (Indianapolis) Judge: James K. Coachys Debtor's Counsel: Gary Lynn Hostetler, 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. G-STAR 2002-1: Fitch Affirms BB Rating on $3,405,253 Class D Notes ------------------------------------------------------------------ Fitch upgrades three and affirms three classes of notes issued by G-Star 2002-1, Ltd. These rating actions are the result of Fitch's review process and are effective immediately: -- $139,931,091 class A-1MM notes affirmed at 'AAA/F1+'; -- $62,956,183 class A-2 notes affirmed at 'AAA'; -- $23,000,000 class BFL notes upgraded to 'AA' from 'A+'; -- $27,300,000 class BFX notes upgraded to 'AA' from 'A+'; -- $16,250,000 class C notes upgraded to 'BBB' from 'BBB-'; -- $3,405,253 class D notes affirmed at 'BB'. G-Star 2002-1 is a collateralized debt obligation that closed April 25, 2002. G-Star is supported by a static pool of commercial mortgage-backed securities (CMBS; 51.3%), senior unsecured real estate investment trust securities (REITs; 46.3%), and asset backed securities (ABS; 2.4%). G-Star 2002-1 is managed by Capmark Investments LP (CDO asset manager rating of 'CAM1' for commercial real estate assets by Fitch). The upgrades are driven primarily by the stable credit quality of the portfolio, the seasoning of the collateral and deleveraging of the capital structure. The Fitch has improved and remains in the 'BBB/BBB-' category. According to the most recent trustee report, dated May 18, 2007, all overcollateralization and interest coverage ratios have improved and continue to pass their covenants. The underlying portfolio includes one defaulted asset representing 2% of the $292.9 million of total collateral and there are no other assets rated below 'B+'. All of the CMBS assets in the portfolio were issued prior to 2003. The highest single vintage concentration is 1998 (15.3%). Due to defeasance and amortization, Fitch believes that the vintage of the underlying CMBS collateral is a positive factor in this transaction. Fitch conducted cash flow modeling utilizing various default timing and interest rate scenarios to measure the breakeven default rates going forward relative to the minimum cumulative default rates required for the rated liabilities. The rating of the class A-1MM and A-2 notes addresses the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. In addition, the class A-1MM note short term rating addresses the noteholders' ability to put the notes back to the put provider on its next applicable remarketing date, which will be no later than six months from its prior remarketing date. The rating on the class B and C notes addresses the ultimate payment of interest and principal. The rating of the class D notes addresses the likelihood that investors will receive their stated balance of principal by the legal final maturity date. The class D notes have received approximately $6,614,747 of the initial $10,200,000 balance since closing. GREGG APPLIANCES: S&P Rates $100 Million Senior Loan at B+ ---------------------------------------------------------- Standard & Poor's Rating Services raised its corporate credit rating on Gregg Appliances Inc. to 'B+' from 'B'. At the same time, S&P assigned a 'B+' (the same as the corporate credit rating on the company) issue rating and a '4' recovery rating to Gregg's proposed $100 million senior secured term loan B, due 2013. The '4' recovery rating indicates the expectation for average (30%-50%) recovery of principal in the event of payment default. The outlook is stable. Pro forma for its refinancing, Indianapolis, Indiana-based Gregg is expected to have about $100 million of debt outstanding. "The ratings upgrade reflects the considerable deleveraging the company has been able to achieve," said Standard & Poor's credit analyst John Thieroff, "and the prospect that the current capital structure is sustainable." A positive outlook is possible in the next six to 12 months if positive operating trends and deleveraging continue. H20 FIRE: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: H2O Fire Systems L.P. 10420 Plano Road, Suite 105 Dallas, TX 75238 Bankruptcy Case No.: 07-32776 Chapter 11 Petition Date: June 7, 2007 Court: Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Joyce W. Lindauer, Esq. 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 Estimated Assets: $10,000 to $100,000 Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. HAWKS LANDING: Case Summary & Nine Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Hawks Landing II Corp. 11901 Northwest 4th Street Plantation, FL 33325 Bankruptcy Case No.: 07-14371 Type of Business: The Debtor filed for Chapter 11 protection on March 5, 2007 (Bankr. S.D. Fla. Case No. 07-11464). Chapter 11 Petition Date: June 7, 2007 Court: Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Mark D. Cohen, Esq. Mark D. Cohen, P.A. 4000 Hollywood Boulevard, Suite 435S Hollywood, FL 33021 Tel: (954) 962-1166 Fax: (954) 962-1779 Estimated Assets: $4,026,044 Estimated Debts: $4,942,624 Debtor's List of Nine Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Howard Wong & Steve Wang $82,500 c/o Joshua E. Burnett, Esq. Burnett & Thomas, P.A. 501 East Jackson Street, Suite 200 Tampa, FL 33602 Ellis Crisson $35,506 13015 Northeast 4th Terrace Okeechobee, FL 34972 Sean Crep $19,800 c/o Erik Crep, Esq. 3265 Virginia Street, Suite 23 Miami, FL 33133 Gary Crep and Melanie Crep $18,400 Erik Crep $18,400 Primera Lobbe $17,000 Gamberg & Abrams $10,972 American Asphalt Paving Services $10,000 Burnett & Thomas, P.A. $8,070 HEALTH MANAGEMENT: Inks Pact to Sell Two Hospitals to Wellmont -------------------------------------------------------------- Health Management Associates, Inc., said that it has signed a definitive agreement to sell two acute care hospitals to Wellmont Health System. This transaction is expected to be completed on or before August 1, 2007, and is subject to various regulatory approvals. HMA expects to use the proceeds of the sale for general corporate purposes, which includes debt repayment. The hospitals are: * Lee Regional Medical Center, Pennington Gap, Virginia - 80 beds * Mountain View Regional Medical Center, Norton, Virginia - 133 beds Under the agreement, Wellmont Health System has committed to offer employment to substantially all current employees who are in good standing at both hospitals. About Health Management Associates Health Management Associates Inc. (NYSE: HMA) -- http://www.hma-corp.com/-- owns and operates general acute care hospitals in non-urban communities located throughout the United States. Upon completion of the pending transaction to sell the 125-bed Southwest Regional Medical Center, the 103-bed Summit Medical Center, and the 76-bed Williamson Memorial Hospital, HMA will operate 57 hospitals in 14 states with about 8,300 licensed beds. * * * Health Management Associates Inc.'s proposed senior secured credit facilities carry Moody's Investors Service Ba2 rating. HMA also carries Moody's Ba3 Corporate Family Rating. The outlook for the ratings is stable. HERCULES OFFSHORE: S&P Rates Proposed $1.05 Bil. Facilities at BB ----------------------------------------------------------------- Standard and Poor's Ratings Services raised the corporate credit rating on Hercules Offshore Inc. to 'BB-' from 'B'. The outlook on the long-term issuer credit rating is stable. At the same time, the ratings on Hercules were removed from CreditWatch with positive implications, where they were placed on March 19, 2007. Standard & Poor's also assigned its 'BB' rating and '2' recovery rating to Hercules' proposed $1.05 billion bank facilities, indicating our expectation of substantial (70%-90%) recovery in the event of a payment default. On March 19, 2007, contract drilling and liftboat service provider Hercules announced that it had agreed to acquire TODCO in a cash and stock deal for $2.3 billion. Following the acquisition, Hercules would possess the fourth-largest jackup fleet as well as market leadership in the liftboat and barge drilling sectors. It is financing the total transaction with approximately $260 million cash, $1.5 billion of equity, and $900 million of debt. Pro forma for the transaction, the combined entity will have approximately $920 million in debt, adjusted for operating leases. "The upgrade reflects Hercules' enhanced business position (as the fourth-largest jackup leader and a leader in liftboat and barge drilling), improved asset and geographic diversity, and solid credit measures for the rating," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. Standard & Poor's expects that favorable near-term market conditions and revenue visibility will enable management to materially reduce debt over the next 12-18 months. This expectation is a significant factor in the upgrade. The outlook is stable. S&P expects that Hercules' near-term operating performance will benefit from supportive market conditions. A significant increase in debt, worse-than-expected operating performance, or integration problems at Hercules could result in negative rating actions. A positive rating action will be unlikely until management demonstrates a longer operating track record with the merged entity. HILITE INT'L: S&P Puts Low-B Ratings on Proposed $190 Mil. Loans ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Cleveland-based auto supplier Hilite International Inc. At the same time, Standard & Poor's assigned its 'BB-' bank loan rating (two notches above the corporate credit rating) and '1' recovery rating to Hilite's proposed $130 million of first-lien senior secured credit facilities, consisting of a: * $25 million revolving credit facility and * $105 million term loan. The bank loan rating and recovery rating indicate the likelihood of full recovery in a default or bankruptcy, based on an assessment of the company's enterprise value. Standard & Poor's also assigned its 'B-' bank loan rating (one notch lower than the corporate credit rating) and '5' recovery rating to Hilite's proposed $60 million second-lien senior secured term loan. The bank loan rating and recovery rating indicate the likelihood of modest recovery (10%-30%) in a default or bankruptcy. The outlook is negative. The new credit facilities represent one part of Hilite's proposed capital restructuring. Proceeds from the credit facilities will be used to refinance $145.2 million of existing debt and repurchase $39.5 million of third-party PIK preferred stock. Pro forma debt outstanding at close of the transaction, expected for June 30, will total about $220 million. HOME EQUITY: Moody's Rates Class M-11 Certificates at (P)Ba2 ------------------------------------------------------------ Moody's Investors Service assigned provisional ratings to certificates issued by IndyMac Home Equity Mortgage Loan Asset- Backed Trust, Series INABS 2007-B. The complete provisional rating actions are: * IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2007-B * Mortgage Pass-Through Certificates, Series 2007-B Class 1A-1, Assigned (P)Aaa Class 1A-2, Assigned (P)Aaa Class 2A-1, Assigned (P)Aaa Class 2A-2, Assigned (P)Aaa Class 2A-3, Assigned (P)Aaa Class 2A-4, Assigned (P)Aaa Class M-1, Assigned (P)Aa1 Class M-2, Assigned (P)Aa2 Class M-3, Assigned (P)Aa3 Class M-4, Assigned (P)A1 Class M-5, Assigned (P)A2 Class M-6, Assigned (P)A2 Class M-7, Assigned (P)A3 Class M-8, Assigned (P)Baa1 Class M-9, Assigned (P)Baa2 Class M-10, Assigned (P)Baa3 Class M-11, Assigned (P)Ba2 Investors should be aware that the certificates have not yet been issued. Upon issuance of the certificates and upon conclusive review of all documents and information about the transaction, as well as any subsequent changes in information, Moody's will endeavor to assign definitive ratings, which may differ from the provisional ratings. ION MEDIA: Commences Exchange Offer for 13-1/4% & 9-3/4% Stock -------------------------------------------------------------- ION Media Networks Inc. has commenced an exchange offer for any and all of its outstanding 13-1/4% Cumulative Junior Exchangeable Preferred Stock and any and all of its outstanding 9-3/4% Series A Convertible Preferred Stock, as part of its recapitalization. The company is offering, in exchange for the outstanding shares of Senior Preferred Stock, newly-issued 11% Series A Mandatorily Convertible Senior Subordinated Notes due 2013 and, depending upon participation levels in the Exchange Offer, either newly-issued 12% Series A-1 Mandatorily Convertible Preferred Stock or 12% Series B Mandatorily Convertible Preferred Stock. As part of the Exchange Offer, the company is also soliciting consents from holders of each series of Senior Preferred Stock to: (A) amend the applicable certificate of designation governing such series of Senior Preferred Stock to eliminate: a) all voting rights, other than voting rights required by law; b) its obligation to repurchase the Senior Preferred Stock upon a change of control; c) all redemption rights; d) in the case of the 14�% Preferred Stock, all exchange rights; and substantially all of the restrictive covenants applicable to such series of Senior Preferred Stock, and (B) approve the issuance of preferred stock, including the Series A-1 Convertible Preferred Stock, which would rank senior to any unexchanged Senior Preferred Stock. In the Exchange Offer, tendering holders will receive: -- For each tendered share of 14�% Preferred Stock, $7,000 principal amount of Series A Notes and $1,000 initial liquidation preference of the Series A-1 Convertible Preferred Stock, which would rank senior to any unexchanged Senior Preferred Stock; and -- For each tendered share of 9_% Preferred Stock, $4,000 principal amount of Series A Notes and $1,000 initial liquidation preference of Series A-1 Convertible Preferred Stock. However, if holders of 50% or less of either series of Senior Preferred Stock tender in the Exchange Offer and, as a result, the company does not receive the requisite approvals of the Proposed Amendments and Senior Issuance from both series of Senior Preferred Stock in the Consent Solicitation, then tendering holders will receive: -- For each tendered share of 14�% Preferred Stock, $7,500 principal amount of Series A Notes and $500 initial liquidation preference of Series B Convertible Preferred Stock, which would rank junior to any unexchanged Senior Preferred Stock; and -- For each tendered share of 9_% Preferred Stock, $4,500 principal amount of Series A Notes and $500 initial liquidation preference of Series B Convertible Preferred Stock. Holders must tender all shares of 14-1/4% Preferred Stock and 9-3/4% Preferred Stock that they own and deliver the related consents in the Consent Solicitation to participate in the Exchange Offer. The Exchange Offer and Consent Solicitation will expire at 12:01 A.M., New York City time, on July 10, 2007, unless extended or terminated. More information about the Exchange Offer and Consent Solicitation and related transactions is detailed in an Offer to Exchange and Letter of Transmittal and Consent. Stockholders may obtain a free copy of these documents by contacting D.F. King & Co. Inc., the information agent for the Exchange Offer, at (800) 431-9643. The securities to be offered have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The company is relying on Section 3(a)(9) of the Securities Act to exempt the exchange offer from the registration requirements of the Securities Act. About ION Media Networks ION Media Networks Inc. (AMEX: ION) -- http://www.ionmedia.tv/ -- owns and operates a broadcast television station group and ION Television, reaching over 90 million U.S. television households via its nationwide broadcast television, cable and satellite distribution systems. ION Television currently features popular television series and movies from the award-winning libraries of Warner Bros., Sony Pictures Television, CBS Television and NBC Universal. In addition, the network has partnered with RHI Entertainment, which owns over 4,000 hours of acclaimed television content, to provide high-quality primetime programming beginning July 2007. Utilizing its digital multicasting capability, ION Media Networks has launched several new digital TV brands, including qubo, a television and multimedia network for children formed in partnership with Scholastic, Corus Entertainment, Classic Media and NBC Universal, as well as ION Life, a television and multimedia network dedicated to health and wellness for consumers and families. * * * As reported in the Troubled Company Reporter on May 9, 2007, Standard & Poor's Ratings Services placed its ratings on Ion Media Networks Inc., including the 'CCC+' corporate credit rating, on CreditWatch with developing implications. The CreditWatch placement follows TV broadcaster Ion's announcement that it entered into an agreement with Citadel Investment Group LLC and NBC Universal Inc. for a comprehensive recapitalization of Ion. J.P. MORGAN: Moody's Rates Class M10 Certificates at (P)Ba1 ----------------------------------------------------------- Moody's Investors Service assigned provisional ratings to certificates issued by J.P. Morgan Mortgage Acquisition Trust 2007-CH4. The complete provisional rating actions are: * J.P. Morgan Mortgage Acquisition Trust 2007-CH4 * Asset-Backed Pass-Through Certificates, Series 2007-CH4 Class A1, Assigned (P)Aaa Class A2, Assigned (P)Aaa Class A3, Assigned (P)Aaa Class A4, Assigned (P)Aaa Class A5, Assigned (P)Aaa Class M1, Assigned (P)Aa1 Class M2, Assigned (P)Aa2 Class M3, Assigned (P)Aa3 Class M4, Assigned (P)A1 Class M5, Assigned (P)A2 Class M6, Assigned (P)A3 Class M7, Assigned (P)Baa1 Class M8, Assigned (P)Baa2 Class M9, Assigned (P)Baa3 Class M10, Assigned (P)Ba1 Investors should be aware that the certificates have not yet been issued. Upon issuance of the certificates and upon conclusive review of all documents and information about the transaction, as well as any subsequent changes in information, Moody's will endeavor to assign definitive ratings, which may differ from the provisional ratings. JANICE MODICA: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Janice L. Modica 700 Revere Beach Boulevard Revere, MA 02151 Bankruptcy Case No.: 07-13580 Chapter 11 Petition Date: June 7, 2007 Court: District of Massachusetts (Boston) Judge: Robert Somma Debtor's Counsel: Gary W. Cruickshank, Esq. 21 Custom House Street, Suite 920 Boston, MA 02110 Tel: (617) 330-1960 Fax: (617) 330-1970 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. 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-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-affiliates that filed on June 8, 2007: 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 KENNY BRIGHT: Case Summary & Six Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Kenny Lanre Bright 35396 Terra Cotta Circle Fremont, Ca 94536 Bankruptcy Case No.: 07-41693 Chapter 11 Petition Date: June 5, 2007 Court: Northern District of California (Oakland) Debtor's Counsel: Marc Voisenat, Esq. 1330 Broadway, Suite 1035 Oakland, CA 94612 Tel: (510) 272-9710 Estimated Assets: $1 Million to $100 Million Estimated Debts: $100,000 to $1 Million Debtor's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Cal State 9 Credit Union $50,000 P.O. Box 271768 Concord, CA 94527 Chase $40,000 P.O. Box 94014 Palatine, IL 60094 M.B.N.A. Credit Card $30,000 P.O. Box 15102 Wilmington, DE 19886 Discover Card $17,000 American Express consumer credit $14,600 Bank of America $9,000 KIRKLAND KNIGHTSBRIDGE: Unsecured Creditors to Recover 100% ----------------------------------------------------------- Kirkland Knightsbridge LLC and its debtor-affiliate, Kirkland Cattle Company, filed with the United States Bankruptcy Court for the Northern District of California their Joint Chapter 11 Plan of Reorganization. Treatment of Claims Under the Plan, Administrative and Priority Tax Claims will be paid in cash in full. Madison Capital's Secured Claims Madison Capital's claim will be deemed allowed in full against the Debtors in an amount equal to its compromise claim. As of the effective date, Madison Capital Comprise Claim represents a full settlement and release of all disputes between the Debtors and Madison Capital. Other Secured Claims The Debtors disclose that these entities hold secured claims against the estates: * General Electric Capital Corporation's claim is secured by a lien on certain wine barrels and related equipment owned by Kirkland Knightsbridge; * Wells Fargo Home Mortgage's claim is secured by a first deed of trust on a single family dwelling owned by Kirkland Cattle located at 936 Augusta Circle in Napa, California; * Countryside Home Loans' claim secured by a first deed of trust on a single family dwelling owned by Kirkland Cattle located at 3223 vonUhlit Ranch Road in Napa, California; * Chase Auto Finance's claim secured by an auto loan on a 2002 Infiniti I35 executive automobile owned by Kirkland Cattle; * Citifinancial Auto's claim is secured by an auto loan on a 2001 BMW 740IL executive automobile owned by Kirkland Cattle; and * The Mechanics Bank's claim secured by an auto loan on a 2002 Lexus RX 300 executive automobile owned by Kirkland Cattle. Under the Plan, any defaults on these claims will be cured by the effective date. The County of Napa's secured claim will be paid in cash in full Unsecured Claims General Unsecured Claims against Kirkland Knightsbridge and Kirkland Cattle will be paid in cash in full with interest at the legal rate on or after the effective date. Prepetition Claims Prepetition Claims of Kirkland Cattle against Kirkland Knightsbridge will be paid in full with interest at 10% per annum from available Cash. Under the Plan, as a condition of confirmation, Kirkland Cattle's claim against Knightsbridge will be deemed subordinated to the full payment of these claims: -- Knightsbridge's general unsecured claims; and -- priority claims for wages and employee benefits. Interest Holders Respective holders of interests in Kirkland Knightsbridge and Kirkland Cattle will retain their interests but will only receive distribution after all other claims are paid in full. About Kirkland Knightsbridge Kirkland Knightsbridge LLC dba Kirkland Ranch Winery -- http://www.kirklandranchwinery.com/ -- operates vineyards and wineries in the Napa Valley region and breeds cattle for commercial consumption. The company filed a chapter 11 petition on September 21, 2006 (Bankr. N.D. Calif. Case No. 06-10628). The company's affiliate, Kirkland Cattle Company, filed a separate chapter 11 petition in the same court under Case No. 06-10630. John H. MacConaghy, Esq. at MacConaghy and Barnier, PLC represents the Debtors in their restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtors' cases. When the Debtors sought protection from their creditors, they listed assets and debts between $10 million to $100 million. KOOSHAREM CORP: S&P Junks Rating on $100 Million Second-Lien Loan ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on staffing firm Koosharem Corp., including raising the corporate credit rating to 'B' from 'B-'. The outlook is stable. At the same time, S&P assigned a bank loan rating of 'B+', one notch above the corporate credit rating, and a recovery rating of '2', to Koosharem's $300 million first-lien bank loan facilities, indicating its expectation of substantial (70%-90%) recovery of principal in the event of a payment default. The first-lien facilities consist of a $50 million revolving credit facility due 2012 and a $250 million term loan B due 2014. Standard & Poor's also assigned a bank loan rating of 'CCC+', two notches below the corporate credit rating, and a recovery rating of '6', to the company's $100 million second-lien term loan B due 2014, indicating our expectation of negligible (0%-10%) recovery of principal in the event of a payment default. The company will use proceeds to refinance the existing credit facilities and to fund a special dividend of $80 million and the $32.5 million acquisition of Ablest Inc. Pro forma total debt is $358 million as of March 25, 2007. "The upgrade reflects improving operating performance and the realization of significant cost reductions as a result of the successful integration of Koosharem's acquisition of formerly underperforming RemedyTemp Inc. last year," said Standard & Poor's credit analyst Hal F. Diamond. Santa Barbara, California-headquartered Koosharem is the 12th- largest staffing company in the U.S. and has a good position in California, the nation's largest staffing market. The ratings reflect Koosharem's limited geographic diversity, niche position in the highly competitive and cyclical temporary staffing industry, and active acquisition orientation. The company has a good track record of integrating acquisitions, having purchased more than 50 staffing companies since 1990. Koosharem doubled its size in 2006 with the RemedyTemp purchase and exceeded its plan of achieving $27.3 million in annualized synergies. Koosharem improved margins through branch closures, reduced headcount, and lower workers' compensation costs. LENOX GROUP: S&P Holds CCC+ Rating and Revises Outlook to Negative ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit rating on Eden Prairie, Minnesota-based Lenox Group Inc. In addition, Standard & Poor's revised its outlook on the rating to negative from developing. "The outlook revision reflects our concern with the company's ongoing operating challenges despite its ability to receive an amendment and restore near-term liquidity," said Standard & Poor's credit analyst Bea Chiem. On April 20, 2007, Lenox Group completed its $275 million refinancing, which consists of a $100 million secured term loan due 2013 and a $175 million asset-based revolving credit facility due 2012. The company used the proceeds of the amended and restated term loan facility to refinance $47.4 million of term debt outstanding and $42.2 million of revolver debt outstanding at April 20, 2013. During the quarter ended March 31, 2007, all of the company's business segments' operating margins declined. "The ratings on Lenox Group reflect its poor operating performance, declining channel sales, and leveraged financial profile," said Ms. Chiem. LEXINGTON PRECISION: March 31 Balance Sheet Upside-Down by $29.9MM ------------------------------------------------------------------ Lexington Precision Corp. reported a net loss of $917,000 on net sales of $22,530,000 for the first quarter ended March 31, 2007, compared with a net loss of $400,000 on net sales of $24,798,000 for the same period ended March 31, 2006. The decrease in net sales was principally a result of decreased unit sales of automotive components offset, in part, by increased unit sales of medical components. EBITDA for the first quarter of 2007 was $2,970,000, or 13.2% of net sales, compared to EBITDA of $3,828,000, or 15.4% of net sales, for the first quarter of 2006. At March 31, 2007, the company's balance sheet showed $59,175,000 in total assets and $89,081,000 in total liabilities, resulting in a $29,906,000 total stockholders' deficit. The company's balance sheet at March 31, 2007, also showed strained liquidity with $25,441,000 in total current assets available to pay $87,818,000 in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2007, are available for free at http://researcharchives.com/t/s?20cb Going Concern Doubt As reported in the Troubled Company Reporter on May 2, 2007, Ernst & Young LLP, in Cleveland, Ohio, expressed substantial doubt about Lexington Precision Corporation's ability to continue as a going concern after auditing the company's financial statements at Dec. 31, 2006, and 2005. The auditing firm reported that: -- The company failed to pay quarterly interest payments that were due on its Senior Subordinated Notes on Nov. 1, 2006, and Feb. 1, 2007, resulting in substantially all of the company's debt to be in default as of Dec. 31, 2006. -- As of Feb. 28, 2007, the company failed to comply with a fixed charge coverage ratio covenant that is contained in its secured borrowing arrangements. -- On April 5, 2007, the company was notified that the company's ability to borrow under its revolving line of credit will be terminated after May 7, 2007. The company has been unwilling to agree to the terms proposed by the secured lenders. -- On April 6, 2007, the company received a notice of acceleration demanding immediate payment in full of a portion of the obligations due under its real estate term loan from an entity that holds $4,000,000 of the loan. -- The company has a working capital deficiency and a stockholders' deficit. About Lexington Precision Lexington Precision Corporation (OTC BB: LEXP) manufactures rubber and metal components that are sold to other manufacturers primarily in the U.S. The company operates in two segments, Rubber Group and Metals Group. The Rubber Group manufactures connector seals used in automotive wiring systems and insulators used in automotive ignition wire sets. The Metals Group manufactures machined components from aluminum, brass, and steel bars. MARQUEE HOLDINGS: Consent Solicitation Due Today ------------------------------------------------ Marquee Holdings Inc. has extended, until 5:00 p.m., today, June 12, 2007, New York City time, its solicitation of consents from holders of its 12% Senior Discount Notes due 2014 to amend the indenture governing the Notes. Marquee has also increased the consent fee to consenting holders from $10.00 to $14.44 for each $1,000 in principal amount at maturity of Notes as to which consents are delivered, subject to the conditions described in the consent solicitation statement of Marquee dated June 5, 2007 and the accompanying Letter of Consent. The Amendment would revise the restricted payments covenant to permit Marquee to make restricted payments in an aggregate amount of $275.0 million prior to making an election to pay cash interest on the Notes. The Amendment will also contain a covenant by Marquee to make an election on Aug. 15, 2007, the next semi-annual accretion date under the Indenture, to pay cash interest on the Notes. As a result, Marquee would be required to make its first cash interest payment on the Notes on Feb. 15, 2008. All holders of the Notes who have previously delivered consents do not need to redeliver such consents or take any other action in response to this extension in order to receive the increased consent fee upon the successful conclusion of the Consent Solicitation. Other holders of notes may use the previously distributed Letter of Consent for purposes of delivering their consents. Marquee reserves the right to terminate, withdraw or amend the Consent Solicitation at any time subject to applicable law. Marquee has retained J.P. Morgan Securities Inc. to act as solicitation agent in connection with the Consent Solicitation. About AMC Entertainment Based in Kansas City, Missouri, AMC Entertainment Inc. -- http://www.amctheatres.com/-- is a worldwide leader in the theatrical exhibition industry. The company serves more than 250 million guests annually through interests in 415 theatres and 5,672 screens in 12 countries including the United States. About Marquee Holdings Based in Kansas City, Mo., Marquee Holdings Inc. is organized as an intermediate holding company with no operations of its own. The Company's principal directly owned subsidiaries are American Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC Entertainment International, Inc. MARQUEE HOLDINGS: Fitch to Rate Potential $275MM Term Loan at CCC ----------------------------------------------------------------- Fitch has affirmed the Issuer Default Ratings of Marquee Holdings Inc. and its principal operating subsidiary AMC Entertainment, Inc., at 'B' following the company's recent announcement. Fitch expects to rate the new $400 million senior unsecured term facility 'CCC/RR6' and would also expect to rate the potential $275 million senior unsecured term loan facility 'CCC/RR6' based on their deep structural subordination in the capital structure. The Rating Outlook is Stable. Marquee Holdings has announced an intention to enter into a five- year $400 million senior unsecured term loan facility at an additional holding company level, named AMC Entertainment Holdings, Inc., to fund a dividend payout to Marquee's current shareholders. Neither Marquee or its operating subsidiary AMC Entertainment or its subsidiaries will be a party to the transaction. Simultaneously, Marquee announced a consent solicitation to amend the indenture of its existing discount notes due 2014 to accommodate a dividend payment of up to $275 million prior to the next accretion date on Aug. 15, 2007. If the amendment is approved, Marquee intends to use cash on hand at AMC Entertainment but also has an option to fund the dividend by entering into an additional $275 million senior unsecured term loan facility. The note holders are offered a 1.44% consent fee at maturity. Regardless of the results of the solicitation, entering into the proposed $400 million facility would trigger a cash interest payout on the discount notes estimated at approximately $29 million per year beginning on Feb. 15, 2008. This announcement follows the suspension of Marquee's IPO on May 3, 2007. Fitch believes that AMC/Marquee has sufficient financial flexibility at its current rating to fund the additional debt service payments due to the recent debt reduction, solid operating performance and expectations for a continued strong box office performance for the remainder of the summer season. In March 2007, the company allocated all proceeds from the National CineMedia IPO and $109 million in cash toward debt repayment and fully redeemed approximately $600 million of its higher coupon operating company senior and subordinated notes. Therefore, while the proposed transaction will result in higher consolidated debt levels, potentially reaching the level prior to the debt reduction, Fitch notes that the new debt does not affect the default probability and recovery expectations of the operating company debt ranked higher in the capital structure. Liquidity profile may be weakened if the company chooses to fund the $275 million additional dividend with cash on hand at AMC, pending the results of the consent solicitation. The company reported a proforma cash balance of $362 million and $177 of availability under its revolving facility as of Dec. 28, 2006. Following the suspension of the AMC IPO in early May 2007, Fitch's ratings incorporated the potential for another equity offering and a dividend, albeit a lower one, to the shareholders. Therefore, Fitch believes that the announced plan to return capital to the current shareholders is within the existing and expected financial policies reflected by the 'B' rating. Fitch affirms these ratings: AMC -- Issuer Default Rating 'B'; -- Senior secured credit facilities 'BB/RR1'; -- Senior unsecured notes 'B/RR4'; -- Senior subordinated notes 'CCC+/RR6'. Marquee -- Issuer Default Rating 'B'; -- Senior discount notes 'CCC/RR6'. The Rating Outlook is Stable. About AMC Entertainment Based in Kansas City, Missouri, AMC Entertainment Inc. -- http://www.amctheatres.com/-- is a worldwide leader in the theatrical exhibition industry. The company serves more than 250 million guests annually through interests in 415 theatres and 5,672 screens in 12countries including the United States, Hong Kong, Brazil and the United Kingdom. About Marquee Holdings Based in Kansas City, Mo., Marquee Holdings Inc. is organized as an intermediate holding company with no operations of its own. The Company's principal directly owned subsidiaries are American Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC Entertainment International, Inc. MARQUEE HOLDINGS: Moody's Revises Outlook to Negative from Stable ----------------------------------------------------------------- Moody's Investors Service changed the outlook for Marquee Holdings Inc. (parent of AMC Entertainment Inc.) to negative from stable. Moody's also assigned a B3 rating to its proposed debt at AMC Entertainment Holdings, Inc., a newly created entity that will become the parent of Marquee. The company intends to use proceeds to fund a dividend to Marquee's current stockholders. The negative outlook reflects concerns over the increase in leverage to 7.2 times debt-to-EBITDA from 6.7 times (based on estimated results for the year ended March 31, 2007, and as per Moody's standard adjustments, which include operating leases). Furthermore, the transaction creates no value for creditors and represents a reversal from the commitment to improving Marquee's credit profile that management demonstrated by repaying debt with proceeds from the National CineMedia transactions. If Marquee's debt-to-EBITDA remains in excess of 7 times over the next year, or if the company does not generate positive free cash flow, Moody's would likely downgrade the corporate family rating to B2. Conversely, Moody's would consider stabilizing the outlook with: (1) leverage below 7 times and on track to fall to the low to mid 6 times; and (2) positive free cash flow. The B3 rating on the proposed debt incorporates its junior-most position in the capital structure, and the LGD6 93% reflects its low recovery prospects as a result of the material amount of claims ranking senior to it that would have to be repaid first in a default scenario. This new debt does not benefit from any subsidiary guarantees, nor does it have a security interest in any assets of the company. It is structurally subordinated to all other debt in the capital structure, which, inclusive of capitalized operating leases, comprises approximately $5.5 billion. The introduction of this junior-ranking claim of size to the company's consolidated capitalization, however, results in an upgrade of the rating for the higher-ranking (via structural seniority) senior subordinated notes to B2, from B3, as the LGD estimate is reduced. All other ratings were affirmed. A summary of rating actions follows, including updated LGD assessments and point estimates to reflect the new capital structure. * Marquee Holdings Inc. -- Outlook changed to negative from stable; -- Affirmed B1 corporate family rating; -- Affirmed B1 probability of default rating. * AMC Entertainment Holdings, Inc. (newly created entity) -- Assigned B3, LGD6, 93% to proposed Senior Unsecured Bank Credit Facility. * AMC Entertainment, Inc. -- Senior Subordinated Bonds, Upgraded to B2 from B3, LGD5, 73%; -- Affirmed Ba1 on Senior Secured Bank Credit Facility, LGD2, 12%; -- Affirmed Ba3 on Senior Unsecured Bonds, LGD3, 34%. * Marquee Holdings, Inc. -- Affirmed B3 on Senior Unsecured Bonds, LGD5, 87%. The B1 corporate family rating for Marquee continues to reflect high leverage, sensitivity to product from movie studios, and a weak industry growth profile, offset by good liquidity and the advantages of scale and geographic diversity. About Marquee Holdings Based in Kansas City, Mo., Marquee Holdings Inc. is organized as an intermediate holding company with no operations of its own. The Company's principal directly owned subsidiaries are American Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC Entertainment International, Inc. Its annual revenue is approximately $2.5 billion. About AMC Entertainment Headquartered in Kansas City, Mo., AMC Entertainment Inc. -- http://www.amctheatres.com/-- is a theatrical exhibition company with interests in about 382 theatres with 5,340 screens as of Dec. 28, 2006. About 87 percent of the company's theatres are located in the U.S. and Canada, and 13 percent in Mexico, Argentina, Brazil, Chile, Uruguay, Hong Kong, France, and the U.K. MARQUEE HOLDINGS: S&P Holds Ratings on Special Dividend Payment --------------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'B' corporate credit rating and stable outlook to AMC Entertainment Holdings Inc., the new super-holding company of Marquee Holdings Inc. and ultimate parent of operating company AMC Entertainment Inc. S&P also assigned a 'CCC+' rating to AMC Entertainment Holdings Inc.'s proposed $400 million senior unsecured pay-in-kind term loan facility due 2012 and a 'CCC+' rating to its 364-day $275 senior unsecured PIK term loan due 2008. At the same time, S&P affirmed its issue ratings on AMC Entertainment Inc. and its parent company, Marquee Holdings Inc. S&P also withdrew the corporate credit ratings on the two companies. The issue rating affirmation follows Marquee's announcement that it intends to pay a partially debt-funded $675 million special dividend. Kansas City, Missouri-headquartered movie theater chain AMC will have either $2.3 billion or $2.6 billion in debt following the proposed transaction, and approximately $2.8 billion in present value of operating lease obligations. "The rating on AMC reflects the company's high tolerance for financial risk, its high leverage, and its lower EBITDA margins relative to peers," said Standard & Poor's credit analyst Tulip Lim. "It also considers the company's participation in the mature and highly competitive U.S. movie exhibition industry, exposure to the fluctuating popularity of Hollywood films, and risk of increased competition as entertainment alternatives proliferate and movie release windows shorten." These risks are partially offset by the company's size, modern theater circuit relative to other major theater chains, and large and geographically diverse U.S. operations. AMC is the second-largest exhibitor in the U.S., with good positions in large, urban markets. The company has the No. 1 or No. 2 market share in 21 of the nation's top 25 markets. MASTR SECOND: S&P Puts D Rating on Two Certificate Classes ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on nine classes of certificates from MASTR Second Lien Trust's series 2005-1 and 2006-1. Of the nine lowered ratings, S&P placed one on CreditWatch with negative implications, four remain on CreditWatch negative, and S&P removed two from CreditWatch negative. Concurrently, S&P placed its ratings on three additional classes on CreditWatch negative. Lastly, we affirmed the ratings on the remaining six classes from these transactions. The downgrades and CreditWatch placements reflect the continued weaker-than-expected collateral pool performance. In the past six months, monthly net losses for series 2005-1 have consistently exceeded excess interest cash flow. This adverse performance has caused a complete erosion of overcollateralization, resulting in a cumulative principal write-down of $1.840 million to class M-9. As of the May 2007 remittance report, cumulative realized losses were 6.10% ($15,087,941) of the original pool balance. In addition, serious delinquencies (90-plus-days, foreclosures, and REOs), as a percentage of the current pool balance, were 3.14% ($3,259,923). For series 2006-1, monthly losses have continued to outpace excess interest cash flow. This adverse performance pattern has caused a complete erosion of O/C, resulting in cumulative principal write-downs of $1.045 million and $5.492 million to classes M-7 and M-8, respectively. As of the May 2007 remittance period, cumulative realized losses were 8.49% ($27,441,281) of the original pool balance. Furthermore, 5.08% ($9,484,600) of the collateral pool is categorized as severely delinquent. Standard & Poor's will continue to closely monitor the performance of the certificates with ratings on CreditWatch. If monthly losses continue to outpace monthly excess interest cash flow, additional negative rating actions can be expected. Conversely, if pool performance improves and credit support is not further compromised, we will affirm the ratings and remove them from CreditWatch. S&P removed the ratings on class M-8 from series 2005-1 and class M-6 from series 2006-1 from CreditWatch negative because they were lowered below 'B-'. According to Standard & Poor's surveillance practices, classes of certificates or notes from RMBS transactions with ratings lower than 'B-' are no longer eligible to be on CreditWatch negative. The affirmations are based on credit support percentages that are sufficient to maintain the current ratings, despite the unfavorable performance trend. The collateral consists primarily of fixed-rate, closed-end, second-lien mortgage loans secured by one- to four-family residential properties. Ratings Lowered MASTR Second Lien Trust Mortgage pass-through certificates Rating ------ Series Class To From ------ ----- -- ---- 2005-1 M-9 D CCC 2006-1 M-7 D CCC Rating Lowered and Placed on Creditwatch Negative MASTR Second Lien Trust Mortgage pass-through certificates Rating ------ Series Class To From ------ ----- -- ---- 2005-1 M-5 BB/Watch Neg BBB Ratings Lowered and Remaining on Creditwatch Negative MASTR Second Lien Trust Mortgage pass-through certificates Rating ------ Series Class To From ------ ----- -- ---- 2005-1 M-6 BB-/Watch Neg BBB-/Watch Neg 2005-1 M-7 B/Watch Neg BB+/Watch Neg 2006-1 M-4 BB/Watch Neg BBB+/Watch Neg 2006-1 M-5 B/Watch Neg BB/Watch Neg Ratings Lowered and Removed from Creditwatch Negative MASTR Second Lien Trust Mortgage pass-through certificates Rating ------ Series Class To From ------ ----- -- ---- 2005-1 M-8 CCC B/Watch Neg 2006-1 M-6 CCC B/Watch Neg Ratings Placed on Creditwatch Negative MASTR Second Lien Trust Mortgage pass-through certificates Rating ------ Series Class To From ----- ----- -- ---- 2005-1 M-4 BBB+/Watch Neg BBB+ 2006-1 M-2 A/Watch Neg A 2006-1 M-3 A-/Watch Neg A- Ratings Affirmed MASTR Second Lien Trust Mortgage pass-through certificates Series Class Rating ------ ----- ------ 2005-1 A AAA 2005-1 M-1 AA 2005-1 M-2 A 2005-1 M-3 A- 2006-1 A AAA 2006-1 M-1 AA MIGUEL AVILA: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtors: Miguel I. Avila Evangelina A. Avila P.O. Box 581494 Modesto, CA 95358 Bankruptcy Case No.: 07-90594 Chapter 11 Petition Date: June 7, 2007 Court: Eastern District of California (Modesto) Judge: Robert S. Bardwil Debtors' Counsel: David C. Johnston, Esq. Gianelli & Associates, PLC P.O. Box 3212 Modesto, CA 95353-3212 Tel: (209) 521-6260 Fax: (209) 521-5971 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. MORGAN STANLEY: Fitch Affirms BB Rating on Class F Certificates --------------------------------------------------------------- Fitch Ratings affirms Morgan Stanley Capital I Inc.'s commercial mortgage pass-through certificates, series 1998-XL2: -- $716,000 class A-1 at 'AAA'; -- $467.1 million class A-2 at 'AAA'; -- $75.9 million class B at 'AAA'; -- $42.4 million class C at 'AA+'; -- $45.9 million class D at 'A+'; -- $21.2 million class E at 'BBB'; -- $10.6 million class F at 'BB' and -- Interest Only class X at 'AAA'. The affirmations are the result of limited amortization and stable loan performance. As of the June 2007 distribution date, the transaction's principal balance has decreased 6% to $663.9 million from $706.5 million at issuance. Based on an analysis of year-end 2006 income and expenses, the Fitch stressed debt service coverage ratio for the transaction is 1.58 times. The certificates are collateralized by seven fixed rate mortgage loans, two of which are interest-only retail portfolio loans, Edens & Avant I and II (29.4%), four are loans on regional malls (61.7%) located in four states, and one is a loan on an office property, Crystal Park IV, (8.9%) located in suburban Virginia/Washington D.C. The six retail loans all have investment grade credit assessments, and as of June 2007, 23.6% of the Edens & Avant portfolio has defeased. All of the mall loans, Grapevine Mills in Texas (22.1%), Mall of New Hampshire (14.4%), Westside Pavilion in Los Angeles (13.9%) and Northtown Mall in Spokane, Washington (11.3%) have improved DSCR since issuance. The Crystal Park IV office loan is secured by a class A-suburban office building located in the Crystal City submarket of Arlington, Virginia, U.S. Air, a substantial tenant, vacated in March 2006. Occupancy at the property has increased to 72% as of March 2007, up from 51% at YE 2006. Although the loan continues to perform below expectations at issuance, Fitch anticipates the owner/manager will be successful in improving the collateral performance. NORTHWEST AIRLINES: S&P Removes Watch on Certificates' Ratings -------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on certain enhanced equipment trust certificates of Northwest Airlines Inc. (B+/Stable/--) and removed the ratings from CreditWatch. Certain other ratings were withdrawn or remain on CreditWatch, and ratings of 'AAA' rated, insured EETCs, which were not on CreditWatch, were affirmed. "The upgrades reflect improved credit quality following Northwest's May 31, 2007, emergence from bankruptcy and our review of factors that affect expected payment prospects, including those in any future insolvency proceedings," said Standard & Poor's credit analyst Philip Baggaley. S&P's criteria for rating EETCs incorporate credit for the likelihood of continued payment per the terms of the certificates (which require timely interest payments, backed by liquidity facilities sufficient to pay up to 18 months of interest obligations, and "soft amortization" of principal, which is due at the legal final maturity of the certificates) and credit for collateral coverage which could permit repayment using proceeds from repossessing and selling aircraft. Upgrades in each case factored in Northwest's revised corporate credit rating, which was raised to 'B+' from 'D' on May 31. In addition, the factors specific to individual EETCs were considered, including collateral coverage, the effect of the revised priority of payments triggered by Northwest's bankruptcy filing, and the effect of some liquidity providers terminating their facilities supporting EETCs. The 'B+' corporate credit rating reflects Northwest's participation in the competitive, cyclical, and capital-intensive U.S. airline industry, on a still highly leveraged financial profile, and with substantial upcoming capital expenditures to modernize its aircraft fleet. The rating also incorporates the airline's improved operating cost structure (mostly due to labor concessions) and reductions in debt and leases achieved in Chapter 11. OSI RESTAURANT: Moody's Cuts Rating to B1 on Three Bank Loans ------------------------------------------------------------- Moody's Investors Service affirmed the B2 corporate family rating of OSI Restaurant Partners, Inc. in addition to other rating actions as: Ratings affirmed are: -- B2 corporate family rating; -- B2 probability of default rating; -- $550 million senior unsecured notes maturing in 2015 rated Caa1 (LGD5, 85%); -- SGL-2 Speculative Grade Liquidity rating. Ratings lowered are: -- $150 million working capital revolver maturing in 2013, lowered to B1 (LGD-3, 33%) from Ba3 (LGD3, 28%) -- $100 million pre-funded revolver maturing in 2013, lowered to B1 (LGD-3, 33%) from Ba3 (LGD3, 28%) -- $1.310 billion term loan B maturing in 2014, lowered to B1 (LGD-3, 33%) from Ba3 (LGD3, 28%) -- The outlook is stable The B2 corporate family rating reflects OSI's high financial leverage, modest coverage, and marginal free cash flow generation, as well as the highly competitive environment within the casual dining segment of the restaurant industry which will likely persist over the intermediate term. Moody's believes the operating environment in the casual dining space will remain challenging as consumers continue to focus on greater value in regards to food prepared away from home. However, the ratings also incorporate OSI's significant scale and scope, the benefits of a diversified revenue stream stemming from the various concepts and good liquidity. The lowering of the senior secured bank loan ratings was prompted by the change in OSI's liability structure as a result of an increase in total secured debt of approximately $230 million, due to the re-allocation of approximately $150 million of unsecured debt to secured debt, in addition to $80 million of additional secured debt required to fund the transaction. The stable outlook anticipates that while the operating environment will remain challenging, OSI's strategic initiatives and targeted cost savings should help to improve debt protection metrics and overall financial flexibility over time. The stable outlook also indicates good liquidity and reflects Moody's expectation that OSI's internally generated cash flow and cash balances will be sufficient in funding capital expenditures, mandatory term loan B amortization, working capital fluctuations and other internal investments over the next twelve months. Proceeds from the proposed transaction together with a commercial mortgage backed transaction and contributed equity will fund the acquisition of OSI by two private equity sponsors, Bain Capital Partners and Catterton Partners, along with other sponsors that include OSI's founders and members of the current management team. As is customary, all of Moody's assigned ratings are subject to review of final documentation. OSI Restaurant Partners, Inc.'s portfolio of brands consists of OutbackSteakhouse, Carrabba's Italian Grill, Bonefish Grill, Fleming's PrimeSteakhouse & Wine Bar, Roy's, Lee Roy Selmon's, Blue Coral Seafood &Spirits and Cheeseburger in Paradise restaurants. It has operations in 50 states and 20 countries, including Thailand, Brazil and the United Kingdom, internationally. Revenues for fiscal 2006 totaled $3.9 billion. OSI RESTAURANT: Higher Leverage Cues S&P to Downgrade Ratings ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Tampa, Florida-based OSI Restaurant Partners Inc. to 'B' from 'B+'. The company's bank loan ratings, including the ratings on its $150 million revolving credit facility due 2013, $1.31 billion term loan B due 2014, and $100 million prefunded revolving credit facility due 2013, have been lowered to 'BB-' from 'BB'. At the same time, the rating on OSI's $550 million 9.625% notes due 2015 has been lowered to 'CCC+' from 'B-.' The outlook is stable. The downgrade follows OSI's announcement that the company will fund the $80 million increase in its purchase price with debt rather than an equity contribution. The resulting capital structure is highly leveraged at nearly 8x and results in thin cash flow protection measures. S&P expects the transaction to close by June 19, 2007. "A positive outlook would be considered," said Standard & Poor's credit analyst Jackie E. Oberoi, "were OSI to reduce leverage through measures that include increased profits as a result of improvement in same-store sales for OSI's core Outback Steakhouse concept and continued success with recent expense-reduction measures." PAC-WEST TELECOMM: Section 341(a) Meeting Continued to July 11 -------------------------------------------------------------- The U.S. Trustee for Region 3 will continue a meeting of Pac-West Telecomm Inc.'s creditors on July 11, 2007, at 10:00 a.m., and will be held at the J. Caleb Boggs Federal Building, 844 King Street, Room 2112 in Wilmington, Delaware. The creditors' meeting was initially held on June 7, 2007, at 10:30 a.m. 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. About Pac-West Telecomm 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. PACIFIC LUMBER: May Continue to Use Cash Collateral Until June 22 ----------------------------------------------------------------- The Hon. Richard S. Schmidt of the United States Bankruptcy Court for the Southern District of Texas has authorized Pacific Lumber Company and its debtor-affiliates to continue using cash collateral through and including June 22, 2007. The Debtors have not filed a revised budget with the Court as of June 7, 2007. As reported in the Troubled Company Reporter on May 3, 2007, the Debtors are only permitted to use cash collateral for the purposes enumerated in the budget. The Debtors are not permitted to use cash collateral for payment of professional fees, disbursements, costs, or expenses incurred in connection with asserting any claims or causes of action against the Lenders. The Court has scheduled a hearing for June 22, 2007, to consider the Debtors' continued use of cash collateral. About Pacific Lumber Headquartered in Oakland, California, The Pacific Lumber Company -- http://www.palco.com/-- and its subsidiaries operate in several principal areas of the forest products industry, including the growing and harvesting of redwood and Douglas-fir timber, the milling of logs into lumber and the manufacture of lumber into a variety of finished products. Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned subsidiaries of Pacific Lumber. Scotia Pacific, Pacific Lumber's largest operating subsidiary, was established in 1993, in conjunction with a securitization transaction pursuant to which the vast majority of Pacific Lumber's timberlands were transferred to Scotia Pacific, and Scotia Pacific issued Timber Collateralized Notes secured by substantially all of Scotia Pacific's assets, including the timberlands. Pacific Lumber, Scotia Pacific, and four other subsidiaries filed for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case Nos. 07-20027 through 07-20032). Jeffrey L. Schaffer, Esq., William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation is Pacific Lumber's lead counsel. Nathaniel Peter Holzer, Esq., Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co- counsel. Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead counsel. John F. Higgins, Esq., and James Matthew Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-counsel. When Pacific Lumber filed for protection from its creditors, it listed estimated assets and debts of more than $100 million. Scotia Pacific listed total assets of $932,000,000 and total debts of $765,978,335. The Debtors' exclusive period to file a chapter 11 plan expires on Sept. 18, 2007, as extended. The Debtors' exclusive period to solicit acceptances of that plan expires on Nov. 19, 2007. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 17, http://bankrupt.com/newsstand/or 215/945-7000). PACIFIC LUMBER: Scopac May Use Cash Collateral Until August 31 -------------------------------------------------------------- The United States Bankruptcy Court for the Southern District of Texas has authorized Scotia Pacific Company LLC to continue using cash collateral solely in accordance with a cash flow budget through the weekending August 31, 2007. The Court also approved the stipulation by Scotia Pacific, the Official Committee of Unsecured Creditors, Bank of America National Trust and Savings and Bank of New York Trust Company N.A., as successor indenture trustee under the Indenture dated July 1998 between Scopac and Staten Street Bank and Trust Company, that the Committee has until July 9, 2007, to investigate the amount of the Prepetition Claims, and the extent, validity and priority of liens, under the Prepetition Collateral, of BofA and BoNY. A full-text copy of Scopac's cash flow budget through the week ending Aug. 31, 2007, is available for free at: http://researcharchives.com/t/s?20c7 Scotia Pacific Company LLC also delivered to the Court cash flow projections for the week ending June 8, 2007, through Aug. 31, 2007, a full-text copy of which is available for free at: http://researcharchives.com/t/s?20c8 As reported in the Troubled Company Reporter on March 16, 2007, the Court said that Scopac's request for use of cash collateral is necessary, essential and appropriate for the preservation of its estates and the operation of its business. BoNY Opposes Scopac Cash Collateral Budget The Bank of New York Trust Company N.A., as indenture trustee for the Timber Notes issued by Scopac, does not consent to Scopac's proposed cash collateral budget for the period ending August 2007. BoNY, however, is willing to commit to Scopac's use of cash collateral for one week pursuant to an amended supplemental budget to permit negotiations on three issues where Scopac wishes to: (a) interfere with BonY's choice of counsel and financial advisor; (b) avoid paying fees that Scopac previously estimated under several budgets; and (c) deny BoNY's counsel and financial advisor meaningful use of information. Zack A. Clement, Esq., at Fulbright & Jaworski LLP, in Houston, Texas, relates that he met with Scopac's counsel to discuss three open matters: 1. Scopac's then proposed Supplemental Budget, 2. Scopac's request to BoNY for the engagement letters to hire Fulbright & Jaworski as BoNY's legal counsel, and Houlihan Lokey Howard & Zukin as BoNY's financial advisor concerning the Timber Notes, and 3. Scopac's request that Fulbright & Jaworski sign a confidentiality agreement that would require filing numerous pleadings under seal. Mr. Clement says that his firm made proposals on each of these issues. Scopac, Mr. Clement relates, responded to the proposals only after it had circulated an Amended Supplemental Budget showing substantially reduced revenues -- a matter raising significant issues. A full-text copy of the Scopac's Amended Supplemental Budget is available for free at: http://researcharchives.com/t/s?20c9 As to the Amended Supplemental Budget, BoNY wants Houlihan Lokey to be permitted to finish its due diligence with Scopac's chief financial officer, Mr. Clement tells the Court. BoNY also wants Scopac to take the monthly $450,000 that it has placed in each draft of the Supplemental Budget for Fulbright Jaworski and Houlihan Lokey, and apply the amount to budget items for BoNY. BoNY wants the monthly $450,000 to be broken down into separate payments of: -- $150,000 to Houlihan Lokey, -- $250,000 to Fulbright & Jaworski, and -- $50,000 to Thompson & Knight, if it bills that much. On the other hand, Scopac has continued its curiosity regarding the amount of certain Timber Noteholders' holdings, Mr. Clement notes. "This is intrusive on confidential commercial information," Mr. Clement avers. "Since [BoNY] has no duty to provide this information pursuant to Rule 2019 of the Federal Rules on Bankruptcy Procedure, such a holder, having permitted it to be voluntarily provided, has no obligation to provide any further information concerning the price at which it bought its notes," Mr. Clement maintains. In view of the stated reasons, BoNY does not consent to Scopac's Amended Supplemental Budget. About Pacific Lumber Headquartered in Oakland, California, The Pacific Lumber Company -- http://www.palco.com/-- and its subsidiaries operate in several principal areas of the forest products industry, including the growing and harvesting of redwood and Douglas-fir timber, the milling of logs into lumber and the manufacture of lumber into a variety of finished products. Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned subsidiaries of Pacific Lumber. Scotia Pacific, Pacific Lumber's largest operating subsidiary, was established in 1993, in conjunction with a securitization transaction pursuant to which the vast majority of Pacific Lumber's timberlands were transferred to Scotia Pacific, and Scotia Pacific issued Timber Collateralized Notes secured by substantially all of Scotia Pacific's assets, including the timberlands. Pacific Lumber, Scotia Pacific, and four other subsidiaries filed for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case Nos. 07-20027 through 07-20032). Jeffrey L. Schaffer, Esq., William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation is Pacific Lumber's lead counsel. Nathaniel Peter Holzer, Esq., Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co- counsel. Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead counsel. John F. Higgins, Esq., and James Matthew Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-counsel. When Pacific Lumber filed for protection from its creditors, it listed estimated assets and debts of more than $100 million. Scotia Pacific listed total assets of $932,000,000 and total debts of $765,978,335. The Debtors' exclusive period to file a chapter 11 plan expires on Sept. 18, 2007, as extended. The Debtors' exclusive period to solicit acceptances of that plan expires on Nov. 19, 2007. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 17, http://bankrupt.com/newsstand/or 215/945-7000). PACIFIC LUMBER: Noteholders to Appeal Scopac Single Asset Order -------------------------------------------------------------- The Fifth Circuit of the Court of Appeals has granted the petition of the Ad Hoc Group of Noteholders in Pacific Lumber Company's and debtor-affiliates' bankruptcy cases petition, for leave to file appeal of the United States Bankruptcy Court's denial of the panel's request to deem Scotia Pacific Company LLC as a single real estate debtor, under Section 158(d) of the Judiciary and Judicial Procedures Code. Section 158(d) provides that upon consensual certification of the parties or certification by the relevant Bankruptcy Court or District Court, an appeal may be taken directly to the United States Court of Appeals, if any of three circumstances exist: 1. The judgment, order or decree involves a question of law as to which there is no controlling decision of the court of appeals for the circuit or of the Supreme Court of the United States, or involves a matter of public importance; 2. The judgment, order or decree involves a question of law requiring resolution of conflicting decisions; or 3. An immediate appeal from the judgment, order or decree may materially advance the progress of the case or proceeding in which the appeal is taken. As reported in the Troubled Company Reporter on April 17, 2007, the Noteholder Committee wanted the Fifth Circuit to review whether: (i) Section 101(51B) of the Bankruptcy Code is limited to "passive" businesses that merely "own or acquire property merely with an eye for holding it and flipping it when the market turns or idly sit and collect rent"; (ii) Section 101(51B) applies to an "active" business, like Scopac's silvicultural operations, that involve operating real property to generate substantially all of the Debtor's gross income; and (iii) the term "single property or project" under Section 101(51B) applies to Scopac's silvicultural operations, which involve operating the Scopac Timberland and its real property interests in timber pursuant to a common plan. The Noteholder Committee asserted that the SARE Appeal presents matters of public importance, and would materially advance the progress of Scopac's case. About Pacific Lumber Headquartered in Oakland, California, The Pacific Lumber Company -- http://www.palco.com/-- and its subsidiaries operate in several principal areas of the forest products industry, including the growing and harvesting of redwood and Douglas-fir timber, the milling of logs into lumber and the manufacture of lumber into a variety of finished products. Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned subsidiaries of Pacific Lumber. Scotia Pacific, Pacific Lumber's largest operating subsidiary, was established in 1993, in conjunction with a securitization transaction pursuant to which the vast majority of Pacific Lumber's timberlands were transferred to Scotia Pacific, and Scotia Pacific issued Timber Collateralized Notes secured by substantially all of Scotia Pacific's assets, including the timberlands. Pacific Lumber, Scotia Pacific, and four other subsidiaries filed for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case Nos. 07-20027 through 07-20032). Jeffrey L. Schaffer, Esq., William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation is Pacific Lumber's lead counsel. Nathaniel Peter Holzer, Esq., Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co- counsel. Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead counsel. John F. Higgins, Esq., and James Matthew Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-counsel. When Pacific Lumber filed for protection from its creditors, it listed estimated assets and debts of more than $100 million. Scotia Pacific listed total assets of $932,000,000 and total debts of $765,978,335. The Debtors' exclusive period to file a chapter 11 plan expires on Sept. 18, 2007, as extended. The Debtors' exclusive period to solicit acceptances of that plan expires on Nov. 19, 2007. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 17, http://bankrupt.com/newsstand/or 215/945-7000). PATHEON INC: Posts $22 Million Net Loss in Second Quarter 2007 -------------------------------------------------------------- Patheon Inc. reported that its second-quarter revenues were $181 million, which decreased by $8.9 million, or 5%, over the same period a year ago. The net loss for the quarter was $22 million, as compared with net earnings of $3 million a year ago. The company's net income in the second quarter was impacted by one-time expenses of $13.5 million in connection with its refinancing activities. Net income was also impacted by repositioning expenses of $4 million, comprising $600,000 in severance costs for further reductions in the size of the workforce, $900,000 in professional fees relating to a manufacturing efficiency review process currently underway at several sites, and $2.4 million in costs relating to work on the company's strategic review process. Six Months Operating Results For the six months ended April 30, 2007, the company's revenues increased 1% to $352.7 million. The company had a net loss of $24 million, compared with a net loss of $8.5 million a year ago. As at April 30, 2007, the company listed total asset of $833.8 million, total liabilities of $582.1 million, and total shareholders' equity of $251.7 million. The company held $46.5 million in cash and cash equivalents at April 30, 2007, as compared with $50.7 million at Oct. 31, 2006. "Our European, Canadian and Cincinnati operations continued to Perform well in the second quarter, achieving on a consolidated basis an EBITDA margin before repositioning costs of 17%," said Riccardo Trecroce, chief executive officer, Patheon Inc. "This performance was moderated by the impact of significant year- over-year volume declines for two major products manufactured at our Caguas, Puerto Rico facility," said Mr. Trecroce. "Returning our Puerto Rico operations to profitability is a top priority for the company. As a first step, we are implementing a plan to reduce costs in line with reduced revenues." Capital Restructuring During the second quarter, as previously announced, Patheon completed its financial restructuring process, with the purchase of $150 million of convertible preferred shares of the company by JLL Partners, and the refinancing of its existing North American and U.K. debt through new credit facilities with J.P. Morgan Securities and GE Commercial Finance. "The successful completion of our capital restructuring process was a major achievement, providing a stable, long-term financial foundation to grow and operate our business effectively," said Mr. Trecroce. Update on Strategic Initiatives "We are making good progress on our Canadian site restructuring initiative," Mr. Trecroce reported. "For the Niagara-Burlington divestiture, we have prepared and issued a confidential information memorandum to interested parties and expect to complete the process of identifying potential buyers by the end of June. On the York Mills-Whitby consolidation, we are working closely with our clients and our employees to develop detailed transfer plans, and have entered into a listing agreement with a realtor for the sale of the land and facility after the transfers have been completed." Outlook Revenues for the third quarter of 2007 are expected to be about the same as the second quarter of 2007. The company continues to expect that revenues from current operations for 2007 will be comparable to 2006. About Patheon Patheon Inc. (TSX: PTI) - http://www.patheon.com/ -- provides drug development and manufacturing services to the international pharmaceutical companies located primarily in North America, Europe and Japan. It produces both prescription and over-the- counter drugs for its clients. Patheon provides manufacturing services for a range of products in many dosage forms and packaging, such as compressed tablets, hard-shell capsules, liquids and powders filled in ampoules, vials, bottles or pre- filled syringes. The pharmaceutical development services provided by Patheon include dosage form development services, scale-up and technology transfer services, and manufacturing of pilot batches of drugs. * * * As reported in the Troubled Company Reporter on April 16, 2007, Standard & Poor's Ratings Services assigned its 'B+' long-term corporate credit rating to Canadian contract drug manufacturer Patheon Inc. At the same time, Standard & Poor's assigned its 'BB' bank loan rating, with a recovery rating of '1', to Patheon's $75 million ABL revolver and its 'B+' bank loan rating, with a recovery rating of '3', to the company's $150 million term B facility. The '1' recovery rating indicates a full recovery of principal (100%), and the '3' recovery rating indicates a meaningful recovery of principal (50%-80%), in a default scenario. Standard & Poor's also assigned its 'B-' rating to Patheon's proposed S$150 million 8.5% convertible preferred shares. The outlook is negative. PHOTRONICS INC: Earns $14.1 Million for the Quarter Ended April 29 ------------------------------------------------------------------ Photronics Inc. reported fiscal 2007 second quarter results for the period ended April 29, 2007, its net income amounted to $14.1 million, compared to net income of $5.3 million for the second quarter of fiscal 2006. Net income for the second quarter of 2007 includes a net benefit of $7.9 million relating to the resolution and settlement of United States and foreign tax liabilities associated with uncertain tax positions in prior years. Net income for the second quarter of 2006 included a charge of $11.4 million after tax in connection with the company's previously disclosed restructuring of its operations in North America. Sales for the quarter were $109.6 million, compared to $119.5 million for the second quarter of fiscal year 2006. Semiconductor photomasks accounted for $88.3 million, or 81% of revenues during the second quarter of fiscal 2007, while flat panel display photomasks accounted for $21.3 million, or 19% of revenues. During the second quarter of fiscal 2006, semiconductor photomasks accounted for 76% of revenues and FPD photomasks accounted for 24% of revenues. Half-Year Results Sales for the first six months of 2007 were $215.6 million, compared to $231.4 million for the first half of fiscal 2006. Semiconductor photomasks accounted for $173.9 million, or 81% of revenues during the first six months of fiscal 2007, while FPD photomasks accounted for $41.7 million, or 19% of revenues. Year- over-year, semiconductor photomask revenues decreased 2%, while FPD photomask revenues decreased 22.7%. Net income for the first six months of fiscal 2007 amounted to $21.9 million, compared to the prior year's first six months net income of $15 million. Balance Sheet Data The company recorded $977.3 million in total assets, $286.7 million in total liabilities, $47.5 million in minority interest, and $643.2 million as of April 29, 2007. The company's working capital increased $15.6 million to $143.2 million at April 29, 2007, as compared to Oct. 29, 2006, primarily as a result of increased cash generated from operations, and a decrease in the current portion of long-term borrowings. At April 29, 2007, $125 million of the company's outstanding $150 million, 2.25% convertible subordinated notes due in April of 2008, was reported as long-term in connection with $125 million of credit available to the company under a five-year, revolving credit facility agreement entered into on June 6, 2007, with a group of financial institutions. Cash, cash equivalents and short-term investments decreased to $153.7 million at April 29, 2007, as compared to $199.3 million at Oct. 29, 2006, primarily due to the redemption of $87.1 million of the remaining outstanding balance of the company's 4.75% convertible subordinated notes. A full-text copy of the company's second quarter results is available for free at http://ResearchArchives.com/t/s?20c6 Michael J. Luttati, chief executive officer commented, "While performance for the quarter was at the lower end of our guidance range as a result of industry wide semiconductor and flat panel market conditions, we are pleased with the progress we made during the quarter. Our plans to further penetrate the semiconductor industry's sub-90 nanometer market are proving successful, as revenues increased sequentially with an especially strong performance in Asia. In flat panel displays, the outlook is improving after taking nearly a year to work through fluctuating capacity and end market dynamics. Our technology focus was recently rewarded with Photronics having shipped our first Gen 8 production mask set prior to the quarter's close." Mr. Luttati concluded, "As we move into the second half of fiscal 2007, we will continue executing against our strategy to increase share in the advanced semiconductor mask and flat panel markets. Near-term market volatility aside, we are optimistic that the company is significantly improving its competitive position." About Photronics, Inc. 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. carries Moody's Investors Service's B1 corporate family rating, B1 probability-of-default rating, and B2 rating on the company's $190 million 4.75% convertible subordinated notes due 2006. The company carries Standard & Poor's BB- Long-term Foreign and Local Issuer Credit Ratings. PINNACLE ENTERTAINMENT: Closes $385MM Sr. Notes Private Offering ---------------------------------------------------------------- Pinnacle Entertainment Inc. has closed its private offering of $385 million aggregate principal amount of new 7-1/2% senior subordinated notes due 2015. The notes were issued at a price of 98.525% of par. The company will use a portion of the net proceeds of the offering to repay all of its outstanding term loans under its credit agreement. In addition, the company will use a portion of the net proceeds of this offering to purchase $25 million aggregate principal amount of its 8-1/4% senior subordinated notes due 2012. The company expects to use the remaining net proceeds from the offering for general corporate purposes and to provide a portion of the funds needed for one or more of its capital projects. The new senior subordinated notes have not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Headquartered in Las Vegas, Nevada, Pinnacle Entertainment Inc. (NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos in Nevada, Louisiana, Indiana and Argentina, owns a hotel in Missouri, receives lease income from two card club casinos in The Los Angeles metropolitan area, has been licensed to operate a small casino in the Bahamas, and owns a casino site and has significant insurance claims related to a hurricane-damaged casino previously operated in Biloxi, Mississippi. Pinnacle opened a major casino resort in Lake Charles, Louisiana in May 2005 and a new replacement casino in Neuquen, Argentina in July 2005. * * * As reported in the Troubled Company Reporter on June 4, 2007, Standard & Poor's Ratings Services assigned its 'B-' rating to Pinnacle Entertainment Inc.'s proposed $350 million senior subordinated notes due 2015. On June 1, 2007, the Troubled Company Reporter related that Fitch Ratings assigned a rating of 'B-/(Recovery Rating) RR5' to the company's $350 million senior subordinated notes due 2015. The company's credit ratings were: (i) Issuer Default Rating of 'B'; (ii) Bank facility at 'BB/RR1'; (iii) Senior Subordinated notes at 'B-/RR5'. The Rating Outlook is stable. PLASTICON INT'L: Suspends Share Exchange due to Debt Restructuring ------------------------------------------------------------------ Plasticon International Inc. has postponed its share exchange program until further notice. Plasticon has postponed the exchange in order to allow the company to coordinate its capital stock reorganization with the restructuring of its debt. Preparations were made earlier this year for Plasticon to reorganize its equity structure by offering to its shareholders of record the opportunity to exchange Common Stock for a newly created class of Convertible Preferred Stock. On May 16, 2007, the company filed a Chapter 11 corporate reorganization proceeding in order to preserve the value of its subsidiary, Pro Mold Inc., whose assets were in jeopardy. Chapter 11 allows a company to reorganize while it continues to operate and grow its business, as opposed to liquidation. "The board of directors of the company has decided to take advantage of the opportunity presented by the Chapter 11 proceeding to restructure its capital stock at the same time it restructures its debt through a plan of reorganization," Jim Turek, CEO and president of Plasticon International Inc., stated. The company expects to proceed with the exchange program at a later date. Plasticon International disclosed that the company's wholly owned subsidiary, SEMCO Manufacturing, is in the final stages of installing flooring in a Lexington, Kentucky, Cadillac and Volvo dealership. The project is valued at an estimated $30,000 in revenue and is expected to be completed in approximately two weeks. About Plasticon International Based in Lexington, Kentucky, Plasticon International, Inc. (PINKSHEETS: PLNI) -- http://www.plasticonintl.com/-- designs, produces, and distributes high-quality concrete accessories, informational and directional signage and plastic lumber, which are all produced from recycled and recyclable plastics. Plasticon is an innovator of cutting edge design, engineering, and production of industrial and commercial products. Plasticon is a green company, environmentally friendly, using recycled plastics to produce its line of products. Plasticon International and its debtor-affiliate, Pro Mold Inc., filed for Chapter 11 protection on May 16, 2007 (Bankr. E.D. Ky. Case Nos. 07-50934 & 07-50935). Robert J. Brown, Esq., of Wyatt Tarrant & Combs LLP represents the Debtors in their restructuring efforts. As of Sept. 30, 2006, the Debtors reporter total assets of $8,156,339 and total debt of $8,965,473. PORTRAIT CORP: CPI Completes Acquisition of All Operating Assets ---------------------------------------------------------------- CPI Corp. disclosed the completion of its planned acquisition of substantially all of the operating assets of Portrait Corporation of America, Inc. and its foreign and domestic affiliates. With expiration of the requisite pre-merger notice period under the Hart-Scott-Rodino Antitrust Improvement Act on May 23, 2007 and final approval of the transaction by the United States Bankruptcy Court for the Southern District of New York on June 4, 2007, the parties were able to consummate the transaction well ahead of the June 30th deadline established under their definitive agreement announced on May 2, 2007. CPI paid a final purchase price of $82.5 million in cash and assumed certain liabilities by refinancing its credit facilities with LaSalle Bank, N.A. The refinancing also closed on June 8, 2007. As a result of the acquisition, CPI now operates 2,055 portrait studios in Wal-Mart stores and supercenters in the U.S., Puerto Rico, Canada, Mexico and the United Kingdom, bringing the Company's total studio count to 3,095. CPI is the long-standing exclusive operator of portrait studios in Sears stores in the U.S. and Canada. In their most recently completed fiscal years, the CPI and PCA studios generated combined sales of $586 million and served approximately 8.5 million customers. David Meyer, Chairman of the Board of Directors of CPI, commented, "We are pleased to welcome PCA's many outstanding associates to the CPI family. The combination of the operations of PCA with CPI creates the clear leader in the portrait studio market, and we look forward to capitalizing quickly on the complementary strengths of our two organizations. We have already begun making preparations to convert the PCA studios to digital technology and expect to commence conversions this summer." Continuing, Mr. Meyer said, "We are excited about the enormous potential of this combination and are confident that it will benefit our customers, employees and retail partners as well as our shareholders." About CPI CPI Corp. (NYSE: CPY) is the leading portrait studio operator in North America offering photography services in 3,095 locations in the United States, Puerto Rico, Canada and Mexico as well as the United Kingdom, principally in Sears and Wal-Mart stores. About Portrait Corp. Portrait Corporation of America Inc. -- http://pcaintl.com/-- provides professional portrait photography products and services in North America. The Company operates portrait studios within Wal-Mart stores and Supercenters in the United States, Canada, Mexico, Germany, and the United Kingdom. The company also operates a modular traveling business providing portrait photography services in additional retail locations and to church congregations and other institutions. Portrait Corporation and its debtor-affiliates filed for Chapter 11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No. 06-22541). John H. Bae, Esq., at Cadwalader Wickersham & Taft LLP, represents the Debtors in their restructuring efforts. Berenson & Company LLC serves as the Debtors' Financial Advisor and Investment Banker. Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP represents the Official Committee of Unsecured Creditors. Peter J. Solomon Company serves as financial advisor for the Committee. At June 30, 2006, the Debtor had total assets of $153,205,000 and liabilities of $372,124,000. The Court has set July 11, 2007, to consider confirmation of the Debtor's Amended Chapter 11 Plan of Reorganization. PRIMUS TELECOM: Exchanged 6MM Shares for Its $5MM Debentures ----------------------------------------------------------------- Primus Telecommunications Group, Inc., on June 6, 2007, exchanged 6,000,000 shares of its common stock for $5.0 million principal amount of its Step Up Convertible Subordinated Debentures due August 2009. The common stock was issued pursuant to an exemption under Section 3(a)(9) of the Securities Act of 1933, as amended. This exchange, and the resulting extinguishment of $5.0 million in Debentures, reduces the outstanding principal of the Debentures to $22.5 million. The company will save approximately $800,000 in interest to maturity as a result of this extinguishment. Based in McLean, Virginia, PRIMUS Telecommunications Group Inc. (NASDAQ: PRTL) -- http://www.primustel.com/-- offers international and domestic voice, voice-over-Internet protocol, Internet, wireless, data and hosting services to business and residential retail customers and other carriers located primarily in the U.S., Canada, Australia, the U.K. and western Europe. PRIMUS provides services over its global network of owned and leased transmission facilities, including about 350 points-of- presence throughout the world, ownership interests in undersea fiber optic cable systems, 16 carrier-grade international gateway and domestic switches, and a variety of operating relationships that allow it to deliver traffic worldwide. At March 31, 2007, the company's balance sheet showed total assets of $432.6 million and total liabilities of $904.8 million, resulting in a total stockholders' deficit of $472.3 million. RADNET INC: Hires Ernst & Young as Accountants ---------------------------------------------- RadNet, Inc., on June 7, 2007, engaged Ernst & Young LLP as its independent registered public accounting firm. The engagement of Ernst & Young LLP was approved by the Audit Committee of the company's Board of Directors. During the years ended October 31, 2006 and 2005, during the transition period from November 1, 2006 through December 31, 2006, and from January 1, 2007 through June 7, 2007, the company did not consult with Ernst & Young LLP with respect to any of the application of accounting principles to a specified transaction, either completed or proposed; the type of audit opinion that might be rendered on the Company's financial statements; or any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K. RadNet Inc. (NasdaqGM:RDNT) -- http://www.radnet.com/-- provides diagnostic imaging services through the ownership and operation of freestanding, outpatient diagnostic imaging centers in the United States. Its imaging services primarily include magnetic resonance imaging or MRI, computed tomography or CT, positron emission tomography or PET, nuclear medicine, mammography, ultrasound, diagnostic radiology, or X-ray, and fluoroscopy. It also provides its services on a contract basis. At March 31, 2007, the company's balance sheet showed total stockholders' deficit of $49,429,000, from total assets of $396,276,000 and total liabilities of $445,705,000. ROCK-TENN CO: S&P Revises Recovery Rating on $700MM Sr. Facility ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its bank loan rating and revised its recovery rating on the $700 million senior secured credit facilities of Rock-Tenn Co. (BB/Stable/--). The bank loan rating was affirmed at 'BB', while the recovery rating was revised to '2' indicating the expectation of substantial (70%-90%) recovery in the event of a payment default, from '4'. "The change in recovery rating follows our reassessment of the collateral and value available to bank lenders in a default scenario," said Standard & Poor's credit analyst Andy Sookram. The change also reflects a reduction in the outstanding term loan balance -- to $231 million as of March 31, 2007, from $250 million initially. Ratings List Rock-Tenn Co. Corporate Credit Rating BB/Stable/-- Rating Affirmed; Recovery Rating Revised Rock-Tenn Co. To From -- ---- $700 Million Senior Secured Credit Facilities BB BB Recovery Rating 2 4 SAKS INC: May Sales Increase to $248.9 Million ---------------------------------------------- Saks Incorporated reported that its owned sales totaled $248.9 million for the four weeks ended June 2, 2007, compared to $178.5 million for the four weeks ended May 27, 2006, a 39.4% increase. Comparable store sales increased 37.5% for the four- week period. As previously disclosed, May comparable store sales were positively impacted by a promotional calendar shift. Due to this shift, management expects that June comparable store sales will be negative. The company continues to expect low-double digit comparable store sales growth for the second fiscal quarter. For May, the strongest categories at Saks Fifth Avenue stores were women's designer sportswear and "gold range" apparel, handbags, women's shoes, and men's shoes and advanced sportswear. The softest categories at Saks Fifth Avenue were designer evening, children's apparel, and fashion jewelry. Saks Direct and Saks Off 5th also performed well for the month. On a year-to-date basis, for the four months ended June 2, 2007, owned sales totaled $1 billion, compared to $854.9 million for the four months ended May 27, 2006, a 21% increase. Comparable store sales increased 19.3% for the four-month period. About Saks Incorporated Based in Birmingham, Alabama, Saks Incorporated (NYSE: SKS) -- http://www.saksincorporated.com/-- operates Saks Fifth Avenue Enterprises, which consists of 54 Saks Fifth Avenue stores, 49 Saks Off 5th stores, and Saks.com. The company also operates 39 Parisian stores and 57 Club Libby Lu specialty stores. * * * As reported in the Troubled Company Reporter on June 1, 2007, Fitch Ratings has affirmed its Issuer Default Rating of Saks Incorporated at 'B' and its rating of the company's secured bank credit facility at 'BB/RR1'. In addition, Fitch has upgraded the company's senior unsecured notes to 'B+/RR3' from 'B/RR4'. The Rating Outlook has been revised to Stable from Negative. SAMARITAN HOSPITAL: Trustee Appoints Seven-Member Creditors Panel ----------------------------------------------------------------- Richard Clippard, the United States Trustee for Region 8, has appointed seven creditors to serve on an Official Committee of Unsecured Creditors in Samaritan Alliance LLC dba Samaritan Hospital and its debtor-affiliates' chapter 11 cases. Named to the Creditors Committee are: (1) Robert Speeney Cardinal Health 20, Inc Cardinal Health 414 Inc. 7000 Cardinal Place Dublin, OH 43017 Tel: (614) 553-3125 Fax: (614) 652-6848 (2) John Cirigliano Agent for HDC Holdings 135 E. Maxwell St., Suite 302 Lexington, KY 40508-2622 Tel: (859) 231-8586 Fax: (800) 706-2058 (3) Hope Hurst Hurst Office Suppliers Inc. 257 East Short Street Lexington, KY 40507 Tel: (859) 255-4422 Fax: (859) 255-4471 (4) Jeffrey D. Vosel Pain Care of Kentucky Inc. 49 Music Square West, Suite 502 Nashville, TN 37203 Tel: (615) 321-5577 Fax: (615) 321-5566 (5) Mary Beth Riley, Dave Heist Sodexho Inc. & Affiliates 100 Osceola Road Syracuse, NY 13209 Tel: (315) 487-5908 Fax: (315) 468-1648 (6) Donna S. Rossa Donna S. Gunter & Assoc. Inc. DBA Rossa, Rossa, & Assoc. P.O. Box 247 Reklaw, TX 75784 Tel: (936) 369-9995 Fax: (936) 369-4545 (7) Russell Fichera Enducare Therapy Management Inc. 2950 South Rainbow Boulevard Suite 220 Las Vegas, NV 89146 Tel: (702) 248-2840 Fax: (702) 248-2841 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. About Samaritan Hospital Based in Lexington, Kentucky, Samaritan Alliance, L.L.C., dba Samaritan Hospital, provides a range of health and wellness services. The company and its affiliates filed for chapter 11 protection on April 16, 2007 (Bankr. E.D. Ky. Case No. 07-50735). W. Thomas Bunch, II, Esq., and Thomas Bunch, Sr., Esq., at Bunch & Brock, represent the Debtors. When the Debtors filed for protection from their creditors, they listed total assets of $21,054,795 and total debts of $25,645,512. SAMARITAN HOSPITAL: Panel Retains Frost Brown as Counsel -------------------------------------------------------- The United States Bankruptcy Court for the Eastern District of Kentucky has granted the request of the Official Committee of Unsecured Creditors appointed in Samaritan Alliance LLC dba Samaritan Hospital and its debtor-affiliates' bankruptcy cases to for authority to retain Frost Brown Todd LLC as its legal counsel. As counsel, Frost Brown is expected to: -- advise the Committee with respect to its powers, duties and responsibilities in these cases; -- provide assistance in the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' business and desirability of the continuance of such business, and any other matters relevant to the cases or to the negotiation and formulation of a plan; -- prepare on behalf of the Committee all necessary pleadings and other documentation; -- advise the Committee with respect to the Debtors' formulation of a plan(s), the Debtors' proposed plans with respect to the prosecution of claims against various third parties and any other matters relevant to the cases or to the formulation of a plan(s), in these cases; -- provide assistance, advice and representation, if appropriate, with respect to the employment of a Trustee or Examiner, should such action become necessary, or any other legal decision involving interests represented by the Committee; -- represent the Committee In hearings and proceedings involving the Committee; and -- perform such other legal services as may be necessary and in the interest of the creditors and this Committee. Frost Brown discloses that its professionals bill: Professional Hourly Rate ------------ ----------- Members $235 - $450 Associates $175 - $230 Paralegals $115 - $135 To the best of the Committee's knowledge, as sworn to by Ronald E. Gold, Esq., a member of Frost Brown Todd LLC, the law firm does not hold or represent any interest adverse to the Committee, the Debtors or the Debtors' estates, and that each of the law firm's members, counsel and associates is a "disinterested person" as this is defined under under Sec. 101 (14) of the Bankruptcy Code. About Samaritan Alliance Based in Lexington, Kentucky, Samaritan Alliance, L.L.C., dba Samaritan Hospital, provides a range of health and wellness services. The company and its affiliates filed for chapter 11 protection on April 16, 2007 (Bankr. E.D. Ky. Case No. 07-50735). W. Thomas Bunch, II, Esq., and Thomas Bunch, Sr., Esq., at Bunch & Brock, represent the Debtors. When the Debtors filed for protection from their creditors, they listed total assets of $21,054,795 and total debts of $25,645,512. SEA CONTAINERS: Court Sets July 16 as Deadline for Filing Claims ---------------------------------------------------------------- The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware established July 16, 2007, 5:30 p.m. E.S.T., as the deadline for all persons and entities holding or wishing to assert a claim against Sea Containers, Ltd. and its debtor- affiliates, to file a proof of claim in their Chapter 11 cases. Persons or entities who need not file proofs of claim include: * any person or entity that already has filed a signed proof of claim against the applicable Debtor with either BASIC or the Clerk of the Bankruptcy Court for the District of Delaware in a form substantially similar to Official Bankruptcy Form No. 10; * any person or entity who does not dispute its Claim as listed on the Debtors' Schedules of Assets and Liabilities; * any holder of a claim that previously has been allowed by a Court order; * any holder of a claim that has been paid in full by any of the Debtors in accordance with the Bankruptcy Code or a Court order; * any holder of a claim for which a specific deadline previously has been by the Court; * any Debtor asserting a claim against another Debtor; * any direct or indirect non-debtor wholly-owned subsidiary of a Debtor asserting a claim against a Debtor; * any holder of a claim allowable under Section 503(b) and 507(a)(2) as an expense of administration; * any professional retained by the Debtors or Court-approved Committees who asserts administrative claims for fees and expenses; * any current officer or director of any Debtor asserting indemnification, contribution or reimbursement claims; * any holder of a claim arising with respect to any of these issuances of Sea Containers Ltd. public notes: -- 10-3/4% notes due October 15, 2006, -- 7-7/8% notes due February 15, 2008, -- 12-1/2% notes due December 1, 2009, -- 10-1/2% notes due May 15, 2012; * any individual participant in the Sea Containers 1983 and 1990 Pension Schemes asserting a claim arising under or in respect of those pension plans; and * any holder of equity securities of, or other interests in, the Debtors solely with respect to that holder's ownership interest in or possession of those equity securities or other interests. Proofs of claim forms may be obtained at http://www.bmcgroup.com/scland http://www.uscourts.gov/bkforms All proofs of claim must be sent to: (Mail) BMC Group Attn: Sea Containers Claims Agent P.O. Box 949 El Segundo, CA 90245-0949 (Overnight Courier) BMC Group Attn: Sea Containers Claims Agent 1330 East Franklin Avenue El Segundo, CA 90245 About Sea Containers Headquartered in Hamilton, Bermuda, Sea Containers Ltd. -- http://www.seacontainers.com/-- provides passenger and freight transport and marine container leasing. Registered in Bermuda, the company has regional operating offices in London, Genoa, New York, Rio de Janeiro, Sydney, and Singapore. The company is owned almost entirely by United States shareholders and its primary listing is on the New York Stock Exchange (SCRA and SCRB) since 1974. On Oct. 3, the company's common shares and senior notes were suspended from trading on the NYSE and NYSE Arca after the company's failure to file its 2005 annual report on Form 10-K and its quarterly reports on Form 10-Q during 2006 with the U.S. Securities and Exchange Commission. Through its GNER subsidiary, Sea Containers Passenger Transport operates Britain's fastest railway, the Great North Eastern Railway, linking England and Scotland. It also conducts ferry operations, serving Finland and Estonia as well as a commuter service between New York and New Jersey in the U.S. Sea Containers Ltd. and two subsidiaries filed for chapter 11 protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156). Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady, Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, represent the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors and the Financial Members Sub-Committee of the Official Committee of Unsecured Creditors of Sea Containers Ltd. is represented by William H. Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s Official Committee of Unsecured Creditors is represented by attorneys at Willkie Farr & Gallagher LLP. In its schedules filed with the Court, Sea Containers Ltd. disclosed total assets of $62,400,718 and total liabilities of $1,545,384,083. The Debtors' exclusive period to file a chapter 11 plan of reorganization expires today, June 12, 2007. SEMCO ENERGY: S&P Revises CreditWatch to Positive from Developing ----------------------------------------------------------------- Standard & Poor's Ratings Services revised the CreditWatch implications for its 'BB-' corporate credit rating on SEMCO Energy Inc. to positive from developing. "The rating action reflects further clarity on SEMCO's ultimately improved financial condition after the acquisition by Cap Rock Holding Corp.," said Standard & Poor's credit analyst Ralph A. DeCesare, CFA. The rating was originally placed on CreditWatch on Feb. 23, 2007, following the announcement that SEMCO had agreed to be acquired by Cap Rock for $8.15 per common share. Cap Rock, through its wholly owned subsidiary Cap Rock Energy, is engaged in the transmission and distribution of electricity to about 35,000 customers in 28 counties in Texas. Cap Rock is ultimately owned by Lindsay Goldberg & Bessemer, a private equity investment firm headquartered in New York City. SIERRA HEALTH: S&P Retains Positive Watch on BB+ Credit Rating ---------------------s---------------------------------------- Standard & Poor's Ratings Services said that it is keeping its 'BB+' counterparty credit rating on Sierra Health Services Inc. (NYSE:SIE) on CreditWatch with positive implications. On March 12, 2007, UnitedHealth Group Inc. (NYSE:UNH; A/Stable/A- 1) announced its plans to acquire Sierra for $2.6 billion in an all-cash deal. "At that time, we put our rating on Sierra on CreditWatch positive because we viewed this deal as being beneficial to Sierra, and we continue to do so," said Standard & Poor's credit analyst Joseph Marinucci. Sierra will become part of a significantly larger enterprise with a much stronger business and financial profile. The transaction, which is subject to numerous regulatory approvals, is expected to close by the end of 2007. "Upon closing, we expect to raise the ratings on Sierra to the same level as the counterparty credit rating on UNH because we will view Sierra as core to UNH," Mr. Marinucci added. STATE BONDING: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: State Bonding Co. 22 North Delaware Street Indianapolis, IN 46204 Tel: (317) 236-6560 Bankruptcy Case No.: 07-05244 Chapter 11 Petition Date: June 7, 2007 Court: Southern District of Indiana (Indianapolis) Judge: Basil H. Lorch III Debtor's Counsel: Julie Z. Schmitt, Esq. Forbes Zellers Association 131 East Ohio Street Indianapolis, IN 46204-2128 Tel: (317) 631-3100 Fax: (317) 631-3300 Estimated Assets: $10,000 to $100,000 Estimated Debts: $1 Million to $10 Million Debtor's List of its 13 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ American Contractors Contingent $1,593,000 Indemnity Corp. Forfeiture Liability 823 West Fourth Street Davenport, IA 52808 Internal Revenue Service 1065 interest & penalty $1,289 P.O. Box 21126 Philadelphia, PA 19114 941 tax, interest and $612,322 penalty, accounts receivables W-2 penalty & interest $5,200 941 penalty & interest $2,962 940 penalty & interest $1,732 AT&T Yellow Pages $41,469 7144 Lakeview Parkway West Drive Indianapolis, IN 46268 Eller Media $9,000 Yellow Book USA $7,688 Capitol One $2,798 H&B Enterprises Parking, 26 N. Delaware $1,280 Haines & Company $784 AT&T Long Distance $457 Radio America $445 Natlist Directory $395 Publishing Inc. Edwards Transmission $378 Info Source Service $100 STEVE SLEPCEVI: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Steve Slepcevi 431 Via Mesa Grande Redondo Beach, CA 90277 Bankruptcy Case No.: 07-14616 Chapter 11 Petition Date: June 5, 2007 Court: Central District Of California (Los Angeles) Judge: Sheri Bluebond Debtor's Counsel: Todd B. Becker, Esq. 3750 East Anaheim Street, Suite 100 Long Beach, CA 90804 Tel: (562) 495-1500 Fax: (562) 494-8904 Total Assets: $2,323,100 Total Debts: $2,509,456 Debtor's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Geauxdavri, L.L.C. $300,000 c/o Steve Irving, Esq. 111 Founders Drive, Suite 700 Baton Rouge, LA 70810 Citibank $72,000 c/o Barry D. Hovis, Esq. Musick, Peeler & Garrett, L.L.P. 120 Montgomery Street, Suite 2550 San Francisco, CA 94104 Mata-Atua McNair $68,000 51 Paso De La Luz Rancho Palos Verdes, CA 90275 Bank of America $60,000 Goins Aaron $60,000 Trope and Trope $50,000 Harisios Dokas $38,000 Internal Revenue Service $36,270 Citibank/Mastercard $32,044 Citi Platinum $28,011 Disaster Tech $26,000 Citi AAdvantage Master $16,687 Card Apex Systems, Inc. $12,994 Richard Piantadosi $8,000 Citibank, N.A. $4,509 American Express $3,774 Laurel's Fine Furniture $3,200 Clifford Grady $1,200 Washington Mutual Bank $1,000 SURGILIGHT INC: March 31 Balance Sheet Upside-Down by $625,891 -------------------------------------------------------------- SurgiLight Inc. reported a net loss of $137,258 on revenue of $119,000 for the first quarter ended March 31, 2007, compared with a net loss of $294,845 on zero revenue for the same period in 2006. Equipment sales for the quarter ended March 31, 2007, increased to $119,000 from $0 during the quarter ended March 31, 2006. The 2007 quarter revenue increase was due to the company continuing to develop its international sales and marketing activities, especially in the European Community where it received CE approval during February 2005. At March 31, 2007, the company's balance sheet showed $4,895,810 in total assets, $5,521,701 in total liabilities, resulting in a $625,891 total stockholders' deficit. The company's balance sheet at March 31, 2007, also showed strained liquidity with $694,509 in total current assets available to pay $5,521,701 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?20ca Going Concern Doubt Richard L. Brown & Company P.A., in Tampa, Florida, expressed substantial doubt about SurgiLight Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's losses from operations and net capital deficiency. About SurgiLight Inc. Headquartered in Orlando, Florida. SurgiLight Inc. (Other OTC: SRGL.PK) -- http://www.surgilight.com/index.html-- distributes ophthalmic lasers and related products and services based on its own and licensed intellectual property, primarily for use in refractive and presbyopia procedures. THOMAS WILSON: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Thomas Clay Wilson 10400 Royal Birkdale Northeast Albuquerque, NM 87111 Bankruptcy Case No.: 07-11361 Chapter 11 Petition Date: June 7, 2007 Court: District of New Mexico (Albuquerque) Judge: James S. Starzynski Debtor's Counsel: William F. Davis, Esq. William F. Davis & Associates, P.C. P.O. Box 6 Albuquerque, NM 87103-0006 Tel: (505) 243-6129 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's List of its 17 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Spring Creek Data Centers LLC $5,700,000 23930 Northeast Glisan Gresham, OR 97030 Cypress Estates L.P. $4,600,000 c/o Allan L. Knighton, Esq. 3240-D Juan Tabo Northeast Albuquerque, NM 87111 Pearlmutter $1,500,000 500 Third Avenue, Suite 1201 New York, NY 10158 Community Guaranty Savings $24,281 Presbyterian Hospital $13,000 New Mexico Heart Institute $13,000 Lovelace $13,000 Cuatro Primos Ltd. Liability Co. $8,890 Franchise Tax Board $1,757 NH Northeast CR Services $1,359 IC System Inc. $1,654 Rentoncoll $954 The Thomas Agency Inc. $822 CBCS $800 Evergreen Professional $726 CMRE Financial Services $706 Professional Adjmnt. Co. $875 TLC VISION: Moody's Assigns Corporate Family Rating at B1 --------------------------------------------------------- Moody's Investors Service assigned a B1 (LGD3/31%) rating to TLC Vision Corporation's $25 million senior secured revolver due 2012 and $85 million senior secured term loan due 2013. Proceeds from the credit facilities will be used to support the company's recently announced share repurchase auction, fund working capital and general corporate purposes. Concurrently, Moody's assigned a B1 corporate family rating, B2 probability of default rating, SGL-2 speculative grade liquidity rating, and a stable ratings outlook. The B1 Corporate Family Rating considers the highly leveraged position, modest size and concentration within the refractive lens market. "Pro forma for the increased debt resulting from the new credit facility, the company's adjusted debt to EBITDA was 5.5 times for the twelve months ended March 31, 2007", said Sidney Matti, Analyst at Moody's. "Moody's expects that the company's adjusted debt to EBITDA will decline to 5 times which would place the company within the B1 rating category", Matti further states. For the 12 months ended March 31, 2007, the company generated approximately $287 million in revenues, which Moody's anticipates will slightly grow in the next few years. Of the company's total revenues for the most recent twelve months ended March 31, 2007, the refractive segment generated approximately 70% of the consolidated revenues. Over the past few years, the company's refractive segment has been the main revenue generator of TLC Vision. Moody's anticipates that this will continue over the near term as the centers are revamped with a new marketing strategy. The Corporate Family Rating acknowledges TLC Vision's strong competitive position within the highly fragmented refractive market and stable cash flow generation. Pro forma for the additional debt, the company's free cash flow to adjusted debt was approximately 6% at Dec. 31, 2006, which Moody's expects to remain above 5% over the intermediate term. That would compare favorably to other B1 rated companies. TLC Vision is currently the leading company within the refractive industry. Over 50% of the market is currently serviced by independent surgeons with the corporate market controlling less than 30% of the entire refractive industry. The stable ratings outlook anticipates the refractive market will continue to grow over the intermediate term primarily driven by the acceptance of LASIK surgery as an alternative to other eyecare products (e.g. eyeglasses, contact lenses). With its significant position within the LASIK surgery market, TLC Vision should benefit from this growth. The outlook also considers that the company will not engage in a material debt financed acquisition or additional shareholder friendly activities over the ratings horizon. The SGL-2 rating recognizes that over the next twelve months ended March 31, 2008, Moody's expects TLC Vision to generate cash flow from operations sufficient to cover the company's capital spending needs. Additionally, the company is expected to have full availability under the proposed $25 million revolving credit facility. These ratings were assigned: -- B1 Corporate Family Rating; -- B2 Probability of Default Rating; -- SGL-2 Speculative Grade Liquidity Rating; -- B1 (LGD3/31%) rating on $25 million Senior Secured Revolver due 2012; and -- B1 (LGD3/31%) rating on $85 million Senior Secured Term Loan due 2013. Headquartered in Missississauga, Ontario, Canada, TLC Vision Corporation is a diversified eye care services company with a majority of the company's revenues generated from laser refractive surgery, which involves an excimer laser to treat common refractive vision disorders such as myopia (nearsightedness), hyperopia (farsightedness) and astigmatism. For the 12 months ended March 31, 2007, the company generated approximately $287 million in revenues. TLC VISION: S&P Places Corporate Credit Rating at B --------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to St. Louis, Missouri-based TLC Vision Corp. The outlook is positive. At the same time, S&P assigned loan and recovery ratings to TLC Vision (USA) Corp.'s $110 million secured financing. The debt, which consists of a $25 million revolving credit facility (five- year maturity) and an $85 million term loan B (six-year maturity) is rated 'BB-' (two notches higher than the corporate credit rating on TLCV) with a recovery rating of '1', indicating expectations for very high (90%-100%) recovery in the event of a default. TLC Vision (USA) is a wholly owned subsidiary of TLCV, the guarantor of the debt. "Proceeds of the financing will be used, in combination with cash on hand, to fund the repurchase of up to 20 million shares of outstanding stock," explained Standard & Poor's credit analyst Cheryl Richer. The rating on TLCV reflects its concentration in laser vision correction. As a corporate provider, TLCV competes with private practice ophthalmologists and hospitals, which together perform about 60% of U.S. refractive surgery procedures. In addition, consumers have less invasive and less expensive options for vision correction, such as eyeglasses and contact lenses. Furthermore, refractive surgery has exhibited slower- than-anticipated growth, with several years of flat demand, since its inception 17 years ago; refractive surgery is used for less than 4% of vision correction. These risks are offset by improvements in the technology, which may increase demand; rising cost of the equipment, which encourages surgeons to perform surgeries at TLCV centers; the necessity of a growing and aging population for vision care services; and TLCV's leading position in this fragmented market. The company's financial risk profile is commensurate with the rating. TWEETER HOME: Files for Chapter 11 Protection in Delaware --------------------------------------------------------- Tweeter Home Entertainment Group, Inc., disclosed that to address its financial challenges and support its ongoing efforts to evolve its home installation and services business model, the company and seven of its affiliates, on June 11, 2007, filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code with the U.S. Bankruptcy Court for the District of Delaware. Tweeter has taken this action after determining that a Chapter 11 reorganization is in the best long-term interest of the Company, its employees, customers, creditors, business partners and other stakeholders. Tweeter also announced that it has secured a $60 million secured debtor-in-possession credit facility provided by General Electric Capital Corporation. Tweeter, through a first day motion, will seek immediate authority to access that post-petition credit facility. Tweeter intends to use the post-petition liquidity to purchase merchandise, pay employee salaries and benefits and for other general corporate purposes. In conjunction with the filing of its bankruptcy petition, the company filed a variety of "first day motions" : * to support its employees, vendors, customers and other stakeholders; * to obtain interim financing authority and maintain existing cash management programs; * to retain legal, financial and other professionals; * to support the company's reorganization case; and * other relief. Tweeter expects to continue normal business operations today and throughout the reorganization process. Specifically, it expects to: -- Keep all previously designated stores open for business as usual; -- Honor its customer service policies such as returns, exchanges, credits and layaway programs at each store location; -- Pay vendors, suppliers and other business partners for goods and services provided post-petition; and, -- Continue to pay employee wages and salaries, offering the same medical, dental, life insurance, disability and other benefits and to accrue vacation and discretionary time without interruption. "After considering a wide range of alternatives, it became clear that this course of action was a necessary and responsible step toward preserving Tweeter's viability as we address our financial challenges and work to secure our future," said Tweeter President and CEO Joe McGuire. "I am confident that, with our tremendous talent pool of the best-trained, most knowledgeable sales and installation teams in the business, we will emerge from this process as a stronger, more competitive organization that is well- positioned to respond to and succeed in the ever-changing consumer electronics industry." About Tweeter Home Based in Canton, Massachusetts, Tweeter Home Entertainment Group, Inc. (NASDAQ: TWTR) -- http://www.tweeter.com/-- is a specialty consumer electronics retailer providing home and mobile entertainment solutions. The company operates 130 stores under the Tweeter, hifi buys, Sound Advice and Showcase Home Entertainment names. The company's stores are located in the following markets: New England, the Mid-Atlantic, Chicago, the Southeast (including Florida), Texas, Phoenix and Las Vegas. TWEETER HOME: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: Tweeter Home Entertainment Group, Inc. 40 Pequot Way Canton, MA 02021 Bankruptcy Case No.: 07-10787 Debtor affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Sound Advice of Arizona, Inc. 07-10788 New England Co., Inc. 07-10789 N.E.A. Delaware, Inc. 07-10790 Hillcrest High Fidelity, Inc. 07-10792 Sound Advice, Inc. 07-10793 Sumarc Electronics, Inc. 07-10795 T.H.E.G. U.S.A., L.P. 07-10796 Type of Business: The Debtor retails mid-to high-end audio and video consumer electronics products. See http://www.tweeter.com/ Chapter 11 Petition Date: June 11, 2007 Court: District of Delaware (Delaware) Judge: Peter J. Walsh Debtors' Counsel: Gregg M. Galardi, Esq. Mark L. Desgrosseilliers, Esq. Skadden, Arps, Slate, Meagher & Flom, L.L.P. One Rodney Square Wilmington, DE 19899 Tel: (302) 651-3000 Fax: (302) 651-3001 Financial condition as of Dec. 21, 2006: Total Assets: $258,573,353 Total Debts: $190,417,285 Debtors' Consolidated List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Polk Audio, Inc. trade $1,245,168 P.O. Box Box 826162 Philadelphia, PA 19182-6162 Fax: (800) 638-7276 Sap America, Inc. trade $745,573 P.O. Box Box 7780-82 Philadelphia, PA 19182-4024 Tel: (610) 661-100 Fax: (610) 661-4020 Zurich American Insurance $743,294 8734 Paysphere Circle Chicago, IL 60674 Tel: (800) 382-2150 Fax: (312) 496-9112 Audioquest trade $536,981 P.O. Box Box 7780-82 Philadelphia, PA 19182-4024 Tel: (610) 661-100 Fax: (610) 661-4020 Service Net Solution trade $514,499 650 Missouri Avenue Jeffersonville, IN 47130 c/o Attention: Kendall Beaven 650 Missouri Avenue Jeffersonville, IN 47130 Tel: (812) 258-4700 Fax: (812) 258-4765 Bose Corporation trade $472,410 P.O. Box Box 93132 Chicago, IL 60661 Tel: (508) 766-9286 Fax: (508) 766-9611 Omnimount Systems trade $388,244 P.O. Box Box 201570 Dallas, TX 75320-1570 Tel: (480) 829-8000 Fax: (480) 756-9000 Flatiron Capital Corp. trade $364,816 P.O. Box Box 27802 Newark, NJ 07101-7802 Tel: (303) 571-1711 Fax: (303) 352-0096 Scott Thomas Construction trade $346,633 201 Packets Court Williamsburg, VA 23185 c/o Attention: National General Contractor 201 Packets Court Williamsburg, VA 23185 Tel: (757) 564-3455 Fax: (757) 564-3661 Universal Remote Control trade $333,513 500 Mamaroneck Avenue Harrison, NY 10528 Tel: (914) 835-4484 Fax: (914) 835-4532 DirecTV trade $326,524 2230 East Imperial Highway El Segundo, CA 90245 Tel: (310) 535-5000 Fax: (310) 535-5225 J.L. Audio trade $301,460 P.O. Box 550022 Tampa, FL 33655-0022 Tel: (954) 624-0114 Fax: (954) 443-1104 Martin Logan trade $276,106 P.O. Box 875712 Kansas City, MO 64187-5712 Tel: (785) 749-0133 Fax: (785) 749-5320 Mitek trade $273,495 1 Mitek Plaza Winslow, IL 61089 Tel: (815) 367-3000 Fax: (815) 367-2709 Pioneer Electronics trade $264,742 P.O. Box 70566 Chicago, IL 60673-0566 c/o Attention: Marlene P.O. Box 70566 Chicago, IL 60673-0566 Tel: (310) 952-2395 Fax: (310) 952-2923 W.F.L.D.-T.V. trade $263,895 W.F.L.D. Fox Television Stations P.O. Box 91427 Chicago, IL 60673 Tel: (312) 565-5599 Fax: (310) 819-0421 Blitz Media Inc. trade $225,020 Audio Plus Services trade $221,228 Universal Millennium trade $220,816 Garmin International trade $211,303 W.B.Z. T.V. trade $208,789 PriceWaterhouseCoopers, trade $206,279 L.L.P. Coastal Pacific trade $205,675 Construction M.C.M. Electronics trade $191,361 C.N.B.C.-N.C.C. trade $177,167 Harte Hanks trade $172,936 The Atlanta Journal- trade $160,526 Constitution W.U.S.A. trade $156,807 Tivo Digital Video R trade $155,565 K.D.F.W. FOX 4 trade $155,389 W&T OFFSHORE: Prices $450 Million 8.25% Senior Notes Offering ------------------------------------------------------------- W&T Offshore Inc. has priced approximately $450 million of its 8.25% senior notes due 2014. The interest payment dates on the Notes are June 15 and December 15, with interest payments commencing on Dec. 15, 2007. The Notes are scheduled to mature on June 15, 2014. The sale of the Notes is expected to close on Wednesday, June 13, 2007. The proceeds of the offering will be used to repay borrowings under the company's credit agreement. The Notes have not been and will not be registered under the Securities Act of 1933, as amended, and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. W&T Offshore Inc. -- http://www.wtoffshore.com-- is an independent oil and natural gas company focused primarily in the Gulf of Mexico, including exploration in the deepwater and deep shelf regions. * * * As reported in the Troubled Company Reporter on June 7, 2007, Moody's assigned a B3 rating (LGD5; 76%) to W&T Offshore Inc.'s pending $450 million senior unsecured note offering and affirmed the company's B2 corporate family rating. WERNER LADDER: Completes Sale of All Assets to Investor Group ------------------------------------------------------------- Werner Holding Co. (DE) Inc. aka Werner Ladder Company and its debtor-affiliates yesterday said that the sale of substantially all of its assets to a group of the company's investors was completed. This sale transaction, approved by the United States Bankruptcy Court for the District of Delaware on April 25, 2007, allows Werner's ladder business to successfully emerge from bankruptcy and continue its operational turnaround. The new Werner company is now owned by a group of investors including Black Diamond Capital Management LLC, Brencourt Advisors LLC, Levine Leichtman Capital Partners III, L.P., Milk Street Investors LLC, Schultze Asset Management LLC, and TCW Shared Opportunity Funds. James J. Loughlin, Jr., Werner's interim Chief Executive Officer, said, "We are very pleased that this transaction has closed and Werner will successfully emerge from bankruptcy. The new Werner will continue to operate its business of making and selling the country's best ladders. We have substantially reduced our debt as over $300 million of liabilities have been extinguished. Werner will benefit from improved liquidity that will allow the company to serve its customers, complete its operational restructuring and continue to improve sales and profitability." Mr. Loughlin added, "Werner is well positioned for future success. We have reduced our operating costs while continuing to improve and expand our product offerings and we are well on our way to becoming the most profitable ladder manufacturer. The company's new products continue to win awards for innovation while serving unfilled needs in the climbing product marketplace. The management and employees of Werner are committed to serving our customers and teaming with our suppliers and other business partners to remain the leader in each of our product segments." About Black Diamond Founded in 1995, Black Diamond Capital Management, L.L.C. is an alternative asset management firm with approximately $10 billion under management in a combination of distressed-debt/private equity funds, hedge funds and structured vehicles. Black Diamond has offices in Greenwich, Connecticut, Lake Forest, Illinois and London, U.K. About Brencourt Advisors Brencourt Advisors, LLC was formed in 2001 as a registered investment advisor to various alternative investment funds. Brencourt currently manages approximately $2 billion in assets and has offices in both New York and London, U.K. About Levine Leichtman Capital Levine Leichtman Capital Partners -- http://www.llcp.com/-- is a Los Angeles, California private equity firm that was founded in 1984 by Arthur E. Levine and Lauren B. Leichtman. The firm manages in excess of $2.0 billion of institutional investment capital through private equity partnerships. LLCP has a highly differentiated, multi-fund investment strategy focused on companies with revenues less than $500 million. About Schultze Asset Founded in 1998, Schultze Asset Management, LLC -- http://www.samco.net/-- is a leading alternative investments firm specializing in distressed and special situations investing. The firm manages approximately $750 million in assets on behalf of institutional and high net worth clients located throughout the world. Schultze's offices are in Purchase, New York. About TCW Shared The TCW Shared Opportunity Funds have invested over $1 billion in distressed middle market companies during the past 15 years and are affiliated with Trust Company of the West. Founded in 1971, TCW develops and manages a broad range of innovative, value-added investment products that strive to enhance and protect clients' wealth. The firm has approximately $160 billion in assets under management. TCW is a subsidiary of Societe Generale Asset Management, which has approximately $500 billion under management and is a division of Societe Generale Group. About Werner Holding Co. Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc. aka Werner Ladder Co. -- http://www.wernerladder.com/-- manufactures and distributes ladders, climbing equipment and ladder accessories. The company and three of its affiliates filed for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case No. 06-10578). The Debtors are represented by the firm of Willkie Farr & Gallagher LLP as lead counsel and the firm of Young, Conaway, Stargatt & Taylor LLP as co-counsel. Rothschild Inc. is the Debtors' financial advisor. The Official Committee of Unsecured Creditors is represented by the firm of Winston & Strawn LLP as lead counsel and the firm of Greenberg Traurig LLP as co-counsel. Jefferies & Company serves as the Creditor Committee's financial advisor. At March 31, 2006, the Debtors reported total assets of $201,042,000 and total debts of $473,447,000. * Bingham Issues Opinion on Directors' Fiduciary Duty Dispute ------------------------------------------------------------- Bingham McCutchen LLP has released an opinion on a long standing dispute in the restructuring arena, concerning whether or not creditors of an insolvent company have the standing to assert direct claims against directors for breaches of fiduciary duty. Background Bingham McCutchen relates that, sixteen years ago, the Delaware Chancery Court roiled America's boardrooms, and intrigued creditors with a single footnote - suggesting in the famous Credit Lyonnais case that when Delaware corporations reach the "vicinity of insolvency" -- which is often called the "zone of insolvency" - - the fiduciary duties of their directors might expand to embrace the corporation's creditors. The firm said that footnote spawned mountains of confusing analysis, case law, and advice, and, despite the fact that no Delaware court had ever so held, led to acceptance by many of the proposition that a director of a Delaware corporation that is "in the vicinity of insolvency" does indeed owe fiduciary duties directly to creditors. On May 18, 2007, the Delaware Supreme Court surprised many creditors and rejected that proposition, ruling in the case of North American Catholic Educational Programming Foundation, Inc. v. Gheewalla, that a creditor of a Delaware corporation never has standing to assert a direct claim against individual directors for breach of fiduciary duty, relates the firm. Analysis The firm confirmed that the North American Catholic opinion makes clear that creditors of Delaware corporations must look for protection to remedies other than direct claims against directors for breach of fiduciary duty. When the facts warrant, creditors injured by corporate action may bring nonfiduciary claims (for example, claims based upon breach of contract, breach of the implied covenants of good faith and fair dealing, or fraudulent conveyance). In addition, although there are significant procedural hurdles to overcome, derivative actions remain. The North American Catholic opinion makes clear that regardless of whether a Delaware corporation is solvent, in the so-called "zone" or "vicinity" of insolvency or clearly insolvent, the directors owe both the corporation and its stockholders fiduciary duties of care and loyalty. When a corporation is solvent, the stockholders are the only beneficiaries of those duties and, depending on the nature of their injury, can sue derivatively or directly to enforce those duties. However, when the corporation is insolvent, the creditors of the corporation acquire standing and, in addition to the stockholders, can sue derivatively to enforce those duties, explains the firm. Impact The firm contends that the practical impact of the North American Catholic decision will be worked out both "on the ground" and in lower court decisions, but it certainly changes the landscape for potential creditor actions based on insolvency and breach of director duty. The firm notes the following: 1) As a practical matter a director's worry about incurring personal liability for damages as a result of a claim by a creditor should be greatly diminished. After North American Catholic, direct claims by creditors against individual directors for breach of fiduciary duty will be virtually impossible. Further, the combination of the business judgment rule and the presence of exculpatory provisions in the certificates of incorporation of nearly every Delaware corporation means that personal liability of a director for derivative claims by creditors based on breach of the duty of care are highly unlikely. Thus the principal remaining risk of personal liability for directors at the instigation of creditors should be in the event of a derivative claim based on breach of the duty of loyalty -- i.e., self dealing or bad faith -- which can be procedurally difficult to maintain, or in the case of an unlawful dividend or stock repurchase. 2) As a result, from the point of view of the directors of a distressed Delaware corporation, the decision may lead to a shift in emphasis, from one of considering the interests of creditors as more significant, to one in which the interests of stockholders in higher-risk business strategies assume greater importance. 3) Nevertheless, the "shot across the bow" letter sometimes fired off by creditors' counsel to directors will still have its place, but the content must bend in light of North American Catholic. Creditors may still threaten derivative claims for breach of duty of care or duty of loyalty, and may also raise legal challenges to directors' decisions based on nonfiduciary theories. Further, the firm thinks that a Delaware director would be well advised to consider outcomes for all constituencies, including creditors, when weighing corporate actions in the face of insolvency. A wise director will want to minimize the threat of a lawsuit, whether it is "direct" or "derivative." 4) Bankruptcy itself may feel the impact. Directors of Chapter 11 debtors may feel more constrained to support, for example, efforts to form and negotiate with equity committees. The firm settles that the North American Catholic decision is an important development of Delaware law, and a setback to a theory accepted by many in practice of direct director duties to creditors of an insolvent corporation. It changes the playing field for lawsuit tactics and remedies for creditors against individual directors. The firm tells that a derivative claim by a creditor, a bankruptcy estate or a trustee is no trifling matter, so directors still need to be circumspect, and creditors need not abandon faith as a result of North American Catholic. About Bingham McCutchen Based in Walnut Creek, Calfornia, Bingham McCutchen LLP -- http://www.bingham.com/-- is an international law firm with 13 offices on three continents. The firm is focused on serving clients in complex financial transactions, a wide variety of sophisticated corporate and technology matters, and high-stakes litigation. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Total Shareholders Total Working Equity Assets Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------------ ------- -------- Abraxas Petro ABP (22) 118 (4) AFC Enterprises AFCE (25) 162 4 Alaska Comm Sys ALSK (29) 551 19 Alliance Imaging AIQ (4) 678 50 Bare Escentuals BARE (189) 184 91 Blount International BLT (98) 448 135 CableVision System CVC (5,349) 9,654 (638) Calpine Corp CPNLQ (7,348) 18,594 (3,055) Carrols Restaurant TAST (24) 453 (28) Cell Therapeutic CTIC (101) 94 24 Centennial Comm CYCL (1,090) 1,393 92 Charter Comm CHTR (6,345) 15,177 (1,015) Cheniere Energy CQP (168) 2,104 108 Choice Hotels CHH (70) 305 (55) Cincinnati Bell CBB (773) 1,951 27 Claymont Stell PLTE (50) 150 67 Compass Minerals CMP (46) 691 157 Corel Corp. CRE (21) 271 (42) Crown Holdings CCK (225) 6,582 310 Crown Media HL CRWN (519) 759 64 CV Therapeutics CVTX (90) 356 263 Dayton Superior DSUP (106) 312 60 Deluxe Corp DLX (40) 1,223 (402) Denny's Corporation DENN (221) 444 (67) Depomed Inc. DEPO (37) 37 16 Domino's Pizza DPZ (561) 421 39 Dun & Bradstreet DNB (458) 1,392 (238) Echostar Comm DISH (30) 9,066 1,150 Eisntein Noah Re BAGL (131) 135 (9) Embarq Corp EQ (331) 8,983 (409) Emeritus Corp. ESC (112) 953 (55) Empire Resorts I NYNY (10) 71 12 Encysive Pharmaceutical ENCY (122) 87 52 Enzon Pharmaceutical ENZN (55) 369 180 Epix Pharmaceutical EPIX (51) 112 39 Extendicare Real EXE-U (20) 1,316 29 Foamex Intl FMXI (272) 579 150 Ford Motor Co F (3,447) 281,491 (8,138) Gencorp Inc. GY (65) 1,037 31 General Motors GM (3,202) 185,198 (5,059) Graftech International GTI (86) 772 241 Healthsouth Corp. HLS (1,602) 3,238 (398) I2 Technologies ITWO (15) 185 32 ICOS Corp ICOS (18) 285 112 IDEARC Inc IAR (8,755) 1,508 171 IMAX Corp IMX (33) 243 84 Incyte Corp. INCY (104) 325 261 Indevus Pharma IDEV (144) 76 36 Intermune Inc ITMN (55) 249 195 Isolagen Inc ILE (48) 49 21 Ista Pharmaceuticals ISTA (15) 48 18 Jazz Pharmaceuticals JAZZ (195) 201 47 Koppers Holdings KOP (70) 671 177 Life Sciences LSR (1) 237 25 Lodgenet Entertainment LNET (54) 274 8 McMoran Exploration MMR (47) 446 (31) Mediacom Comm MCCC (110) 3,620 (269) National Cinemed NCMI (585) 401 43 Neurochem Inc NRM (34) 61 20 New River Pharma NRPH (110) 152 (19) Nexstar Broadcasting NXST (80) 709 23 NPS Pharm Inc. NPSP (213) 180 (219) ON Semiconductor ONNN (138) 1,441 309 Protection One PONN (85) 441 (1) Qwest Communication Q (1,534) 20,701 (1,440) Radnet Inc. RDNT (48) 396 31 Ram Energy Resources RAME (2) 184 (6) Regal Entertainment RGC (130) 3,085 (131) Riviera Holdings RIV (28) 221 13 RSC Holdings Inc RRR (408) 3,281 (3,410) Rural Cellular RCCC (587) 1,362 183 Rural/Metro Corp. RURL (93) 298 38 Savvis Inc. SVVS (14) 640 145 Sealy Corp. ZZ (154) 1,021 61 Senorx Inc SENO (4) 16 2 Sipex Corp SIPX (12) 53 7 St. John Knits Inc. SJKI (52) 213 80 Station Casinos STN (178) 3,694 (46) Stelco Inc STE (83) 2,788 656 Sun-Times Media SVN (369) 929 (265) Suncom Wire-CL SCWH (433) 1,639 209 TechTarget TTGT (66) 94 31 Town Sports Int. CLUB (20) 436 (52) Unisys Corp. UIS (5) 3,913 317 Weight Watchers WTW (1,053) 1,019 (82) Western Union WU (172) 5,354 972 Westmoreland Coal WLB (108) 759 (55) Worldspace Inc. WRSP (1,641) 527 85 WR Grace & Co. GRA (467) 3,628 912 XM Satellite XMSR (445) 1943 (76) Xoma Ltd. XOMA (6) 70 28 ********* 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 ***