TCR_Public/070511.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 11, 2007, Vol. 11, No. 111

                             Headlines

219 FOREST STREET: Case Summary & Five Largest Unsecured Creditors
ACE SECURITIES: Fitch Takes Various Ratings Actions on 13 Issues
ACE SECURITIES: Fitch Cuts Ratings on Three Certificate Classes
ACE SECURITIES: Moody's Junks Rating on Two 2005-SL1 Certificates
ADVANCED CARDIOLOGY: Files Disclosure Statement in Puerto Rico

ADVANCED MKTG: Court Moves Exclusive Plan Filing Date to Aug. 10
ADVANCED MARKETING: Court Sets July 2 as General Claims Bar Date
AFFINIA GROUP: Posts $3 Million Net Loss in First Quarter 2007
ALLIANCE ATLANTIS: Ontario Court Sets Fairness Hearing on June 15
AMERICAN TISSUE: Court OKs Giuliano Miller as Trustee's Accountant

APPLETON PAPERS: Moody's Rates Proposed $375 Million Loans at Ba2
APPLETON PAPERS: S&P Rates Proposed $375 Million Loans at BB
ARCAP 2004-RR3: Fitch Affirms Ratings on All Classes
ARCAP 2006-RR7: Fitch Holds Low-B Ratings on Six Certificates
ARCTOS PETROLEUM: Restructures $4.5 Mil. in Debt with 11 Creditors

ARGENT SECURITIES: Fitch Puts Low-B Ratings Under Negative Watch
ARLINGTON HOSPITALITY: Has Until July 31 to File Chapter 11 Plan
ASARCO LLC: Asbestos Panel Wants Tolling Agreement Approved
ASARCO LLC: Expands Anderson Kill's Scope of Services as Counsel
ASSET ACCEPTANCE: Initiates Amended Dutch Auction Tender Offer

ASSET ACCEPTANCE: S&P Rates $150 Million Senior Term Loan at BB
ASSET BACKED: Fitch Affirms Junk Ratings on Two Certificates
BEAR STEARNS: Fitch Cuts Rating on 2005-1 Class M-7 Certs. to B+
BLOCK COMMS: Cost Savings Cue S&P to Affirm B+ Credit Rating
BOMBARDIER INC: Earns $112 Million in Quarter Ended January 31

BOMBARDIER INC: Sells 15 More Q400 Aircraft to Flybe for $394 Mil.
BOSTON SCIENTIFIC: Moody's Reviews Ratings and May Downgrade
BOWATER CANADIAN: Abitibi Merger Cues DBRS to Maintain Ratings
BRADLEY PHARMA: Leonard Jacob Resigns as Non-Exec. Board Chairman
BSML INC: Nasdaq to File SEC Form 25 to Complete Stock Delisting

C-BASS: Moody's Reviews Ratings on 2 Certificates & May Downgrade
CARAUSTAR INDUSTRIES: Poor Earnings Prompt S&P's Negative Watch
CARDTRONICS INC: Completes Existing Credit Agreement Modification
CARIBOU RESOURCES: Creditors Arrangement Act Stretched to May 25
CARMIKE CINEMAS: Incurs $3.7 Million Net Loss in First Qtr. 2007

CAROLINA TOOL: Case Summary & 20 Largest Unsecured Creditors
CDC MORTGAGE: Moody's Reviews Ratings on Five 2004-HE2 Certs.
CHEMED CORP: Notes Redemption Cues Moody's to Withdraw Ratings
CHESAPEAKE ENERGY: Issues Public Offering of $1 Bil. Senior Notes
CHESAPEAKE ENERGY: Moody's Rates Pending $1 Billion Notes at Ba2

CHESAPEAKE ENERGY: Fitch Rates Proposed $1.0 Billion Notes at BB
CHESAPEAKE ENERGY: S&P Rates Proposed $1 Billion Conv. Notes at BB
CITIZENS COMMUNICATIONS: Earns $67.7 Million in First Quarter 2007
CLEVELAND-CLIFFS INC: Board Picks Joseph A. Carrabba as Chairman
COMM 2000-C1: S&P Lowers Ratings on Classes L and M Certificates

COMM 2001-J1: Fitch Lifts Rating on $11.7MM Class J Certificates
CONCENTRA INC: Mulls Exchange Offering of $185 Mil. of Sr. Notes
CONCENTRA INC: Spin Off & Dividend Payment Cues S&P's Neg. Watch
CONGOLEUM CORP: March 31 Balance Sheet Upside-Down by $47 Million
CORNELL COS: Improved Operating Performance Cues S&P's Pos. Watch

DAIMLERCHRYSLER: Constructing New Mercedes-Benz Plant in India
DAIMLERCHRYSLER AG: Ohio Workers Hire Morpheus to Advise on Bid
DELPHI FINANCIAL: S&P Lifts Preffered Stock Ratings from BB+
DELUXE CORP: Prices Unregistered Offering of $200 Mil. Sr. Notes
DIRECTV GROUP: Earns $336 Million in First Quarter of 2007

DLJ MORTGAGE: S&P Affirms B- Rating on Class B-3OC Certificates
DOMMAR FAMILY: Case Summary & Largest Unsecured Creditor
DYNAMIC RESPONSE: March 31 Balance Sheet Upside-Down by $1.1 Mil.
DYNEGY INC: Earns $14 Million in First Quarter Ended March 31
E*TRADE ABS: Fitch Hold BB+ Rating on $4.7 Million Class D Notes

EMRISE CORP: Posts $3.6 Mil. Net Loss for the Year Ended Dec. 31
ENERGY PARTNERS: Timothy Woodall Steps Down as Company's CFO
ENRON CORP: Shareholders Want Supreme Court to Review Lawsuit
EQUITY ONE: Moody's Cuts Rating on Class B-2 Certificates to B2
EXCO RESOURCES: Buys Anadarko's Oil Business for $749 Mil. in Cash

GATEHOUSE MEDIA: Buys Gannett's 4 Newspaper Publications for 410MM
GE COMMERCIAL: Moody's Puts Low-B Ratings on Six 2007-C1 Certs.
GENERAL MOTORS: Ends 2-Year Ban on Equities Trading by Executives
GRAY TELEVISION: Board OKs Additional 2MM Common Stock Repurchase
GSV INC: Extends and Renews 8% Convertible Note With Emerald

H&C DISPOSAL: Case Summary & 14 Largest Unsecured Creditors
HANCOCK FABRICS: Panel Taps Saul Ewing as Delaware Counsel
HANCOCK FABRICS: Panel Picks Grant Thornton as Financial Advisor
HAYES LEMMERZ: Unit Commences Offer to Repurchase 101/2% Sr. Notes
HYDROCHEM INDUSTRIAL: Agrees to be Acquired by Aquilex's Affiliate

HYDROCHEM INDUSTRIAL: Company Sale Cues S&P's Stable Outlook
INDUSTRIEPLANUNG FISCHER: Chapter 15 Petition Summary
INFRASOURCE: FTC and DOJ Terminates Acquisition Waiting Period
INT'L PAPER: Will Shut Down Milk Carton Plant in Montreal on July
INTERNATIONAL FUEL: Posts $1.2 Mil. Net Loss in Qtr Ended March 31

INTERPUBLIC GROUP: Posts $125.9 Mil. Net Loss in Qtr Ended Mar 31
INTERSTATE HOTELS: Picks H. Eric Bolton to its Board Of Directors
IPSCO INC: To Be Acquired by SSAB for $7.7 Billion
J.P. MORGAN: Fitch Affirms Low-B Ratings on Five Certificates
KID CASTLE: Posts $272,779 Net Loss in Quarter Ended June 30

LB-UBS COMMERCIAL: Fitch Assigns Low-B Ratings on 3 Certificates
LIBERTY BRANDS: Case Summary & 20 Largest Unsecured Creditors
LIFECARE HOLDINGS: Unit Inks Master Lease Deal with Health Care
LONG BEACH: Moody's Puts Class B-1A Certs. Rating Under Review
LORUS THERAPEUTICS: High Tech Enters 2 Pacts with Lorus' Investor

MAGNA ENTERTAINEMT: Earns $2.4 Million in Quarter Ended March 31
MARSH & MCLENNAN: Earns $268 Million in Quarter Ended March 31
MOBILE MINI: Completes Comprehensive Refinancing Transactions
MOHEGAN TRIBAL: Earns $42.3 Million in Quarter Ended March 31
NAUTILUS RMBS: Fitch Holds BB Ratings on Class CF and CV Notes

NELLSON NUTRACEUTICAL: Selling Assets w/o Stalking Horse Bidder
NEW CENTURY: Creditors' Committee Taps Hahn & Hessen as Counsel
NEW CENTURY: Creditors' Committee Selects Blank Rome as Co-Counsel
NEWCASTLE CDO: Fitch Holds BB Rating on $28.5MM Class XII Notes
NRG ENERGY: Earns $65 Million in 2007 First Quarter

O&M STAR: Debt Repayment Cues S&P to Withdraw BB Ratings
ON SEMICONDUCTOR: Inks Pact to Repurchase 5 Million Common Stock
OSI RESTAURANT: Postponed Meeting Cues S&P's Developing Watch
OWNIT MORTGAGE: Court Sets May 15 Hearing on Sale of 27 Mortgages
OXBOW CARBON: S&P Affirms B+ Rating on $745 Mil. Senior Term Loan

PETRA CRE: S&P Rates $32.5 Million Class K Notes at B
PHH ALTERNATIVE: Moody's Rates Class 1-M-4 Certificates at Ba1
POLYPORE INC: Mulls Replacing Existing Facility w/ New $470MM Debt
POLYPORE INT'L: $315 Million IPO Cues Moody's to Hold Ratings
PRICELINE.COM: Posts $14.7 Million Net Loss in First Quarter 2007

PSYCHIATRIC SOLUTIONS: Commences 10-5/8% Sr. Sub. Notes Offering
PSYCHIATRIC SOLUTIONS: Moody's Affirms B1 Corporate Family Rating
PSYCHIATRIC SOLUTIONS: Good Performance Cues S&P's Stable Outlook
QUANTA SERVICES: FTC and DOJ Terminates Acquisition Waiting Period
QUIGLEY COMPANY: Tort Committee Wants Chapter 11 Trustee Appointed

REVLON INC: March 31 Balance Sheet Upside-Down by $1.13 Billion
RITE AID: Moody's Junks Rating on New $1.32 Billion Senior Notes
ROGERS COMMUNICATIONS: Earns $170 Million in First Quarter 2007
SAMSONITE: Taps Merrill Lynch & Goldman Sachs for London Listing
SASKATCHEWAN WHEAT: S&P Holds CreditWatch on Agricore Offer

SEA CONTAINERS: Can Enter Into $176 Million DIP Lending Agreement
SEA CONTAINERS: U.K. Regulator Reissues FSD Warning
SKILLSOFT CORP: S&P Rates Proposed $225 Million Facilities at B+
SPANSION INC: Posts $75 Million Net Loss in Quarter Ended April 1
SPANSION LLC: Intends to Offer $550 Million of Senior Notes

SPANSION LLC: Moody's Rates Proposed $550 Million Senior Notes
SPANSION LLC: S&P Rates New $550 Million Senior Notes at B+
STELCO INC: Completes $270 Million GE Corporate Refinancing
STONEPATH GROUP: Three Lenders File Involuntary Chapter 7 Petition
TOWNSEND CONSTRUCTION: Employs Mark Giunta as Bankruptcy Counsel

TRW AUTOMOTIVE: Completes $2.5BB Credit Refinancing Thru Affiliate
TRW AUTOMOTIVE: Fitch Rates New Sr. Secured Credit Facility at BB+
TWEETER HOME: Posts $35.2 Mil. Net Loss in Quarter Ended March 31
TWEETER HOME: Mulls Bankruptcy Amid Insufficient Working Capital
TWEETER HOME: Expects to File Second Quarter Form 10-Q by May 15

TXU CORP: Posts $497 Million Net Loss in Quarter Ended March 31
UAL CORP: Flight Unions Say Re-Election of UAL Directors is Risky
VCA ANTECH: Credit Facility Amendment Cues Moody's to Hold Ratings
VITAMIN SHOPPE: High Leverage Cues S&P to Cut Credit Rating to B
WARNACO GROUP: Revenue Rise Cues S&P's Positive Outlook

WEST CORP: Additional $135 Mil. Loan Cues S&P to Affirm B+ Rating
WHITE BIRCH: Moody's Junks Rating on $125 Million 2nd-Lien Loan
WHOLE FOODS: Earns $46 Million in 12 Weeks Ended April 8
YUKOS OIL: Khodorkovsky's Counsel Provides Comment on Liquidation
YUKOS OIL: Unitex Wins Petrol Station Assets for RUR12.4 Billion

YUKOS OIL: Rosneft Wins Samara Assets for RUR165.5 Billion

* Aon Corp. Establishes New Turnaround and Restructuring Practice
* Four Stroock & Stroock Partners Leave for O'Melveny & Myers
* O'Melveny & Myers Adds Four Stroock Attorneys to New York Office
* Olshan Grundman Adds Two Partners to New Employee Benefits Unit

* BOOK REVIEW: Baltimore: The Building of an American Cities

                             *********

219 FOREST STREET: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: 219 Forest Street, L.L.C.
        40 Mechanic Street, Suite 300
        Marlborough, MA 01752

Bankruptcy Case No.: 07-41768

Chapter 11 Petition Date: May 9, 2007

Court: District of Massachusetts (Worcester)

Debtor's Counsel: D. Ethan Jeffery, Esq.
                  Hanify & King, P.C.
                  One Beacon Street
                  Boston, MA 02108
                  Tel: (617) 423-0400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Robert J. Depietri, Jr.                                $267,739
4 North Pond Road
Worcester, MA 01752

Keyes Associates, L.L.P.                                $32,460
c/o R.H.C. Professional Association
76 Wright Road
Hollis, NH 03019

C.F. Engineering, L.L.C.                                 $1,400
80 Lyman Street
Northborough, MA 01532

Eco Tech, Inc.                                             $924

L.B.M. Financial Co.                                    unknown


ACE SECURITIES: Fitch Takes Various Ratings Actions on 13 Issues
----------------------------------------------------------------
Fitch has taken rating actions on these classes of Ace Securities
Corporation issues:

Series 1999-LB2

    -- Class A affirmed at 'AAA';
    -- Class M1 upgraded to 'AA+' from 'AA';
    -- Class M2 upgraded to 'A+' from 'A-';
    -- Class B affirmed at 'BBB-'.

Series 2001-HE1

    -- Class M-1 upgraded to 'AAA' from 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'BBB+'.

Series 2002-HE2

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 downgraded to 'BBB-' from 'BBB+';
    -- Class M-4 downgraded to 'BB+' from 'BBB-'.

Series 2003-FM 1

    -- Class M-1 upgraded to 'AA+' from 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 affirmed at 'BBB+';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6 affirmed at 'BBB-'.

Series 2003-HE1

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 affirmed at 'BBB+';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6 downgraded to 'BB+' from 'BBB-'.

Series 2003-HS1

    -- Class M-1 upgraded to 'AAA' from 'AA+';
    -- Class M-2 upgraded to 'AA' from 'A';
    -- Class M-3 upgraded to 'AA-' from 'A-';
    -- Class M-4 upgraded to 'A+' from 'BBB+';
    -- Class M-5 upgraded to 'A' from 'BBB';
    -- Class M-6 upgraded to 'BBB+' from 'BBB-'.

Series 2003-NC1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 downgraded to 'BBB+' from 'A';
    -- Class M-4 downgraded to 'BBB-' from 'A-';
    -- Class M-5 downgraded to 'BB' from 'BBB';
    -- Class M-6 downgraded to 'BB-' from 'BBB-'.

Series 2003-TC1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 downgraded to 'BBB' from 'BBB+'.

Series 2004-HE1

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 affirmed at 'BBB';
    -- Class M-5 downgraded to 'B' from 'B+';
    -- Class M-6 downgraded to 'CC/DR2' from B.

Series 2004-HS1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 downgraded to 'BBB' from 'BBB+';
    -- Class M-5 downgraded to 'BB+' from 'BBB'.

Series 2004-IN1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A';
    -- Class M-4 affirmed at 'A';
    -- Class M-5 affirmed at 'A-';
    -- Class M-6 affirmed at 'BBB+';
    -- Class B affirmed at 'BB+'.

Series 2004-OP1

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A';
    -- Class M-4 affirmed at 'A-';
    -- Class M-5 affirmed at 'BBB+';
    -- Class M-6 downgraded to 'BB+' from 'BBB';
    -- Class B downgraded to 'B' from 'BB'.

Series 2004-RM1

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA-';
    -- Class M-3 affirmed at 'A+';
    -- Class M-4 affirmed at 'A';
    -- Class M-5 affirmed at 'A-';
    -- Class M-6 affirmed at 'BBB+';
    -- Class B-1 affirmed at 'BBB-'.

The affirmations reflect an adequate relationship between credit
enhancement and expected loss and affect approximately
$756 million in outstanding certificates.  The upgrades affect
approximately $95.8 million of the outstanding certificates.  The
negative rating actions affect approximately $67.2 million of the
outstanding certificates.

The upgrades are taken due to an improvement in the relationship
between CE and expected losses. The transactions which contain
upgraded classes are structured with a fixed 60+ days delinquency
trigger.  All of these deals are currently failing the delinquency
trigger and are expected to continue to fail, which, by freezing
overcollateralization and preventing release, will generally allow
CE to continue to grow relative to the remaining pool balance.

The negative rating actions reflect continued deterioration in the
relationship between CE and expected losses.  Faster-than-expected
prepayment speeds have lead to decreased amount of excess spread
available to cover losses and maintain OC.  In addition, monthly
losses have exceeded excess spread in recent months, which has
caused deterioration in the OC amount.

The pools are seasoned from a range of 32 (series 2004-RM1) to 92
(series 1999-LB2) months.  The transactions have pool factors
(current principal balance as a percentage of original balance)
ranging from 3% (series 1999-LB2) to 22.2% (Series 2004-IN1).

The mortgage pool consists of conventional, first and second lien,
adjustable- and fixed-rate residential mortgages.  The mortgage
loans were acquired by various originators, including Fremont
Investment & Loan and Ameriquest Mortgage Company.  A majority of
the loans are master serviced by Wells Fargo Bank, N.A., which is
rated 'RMS1' by Fitch.

Fitch will closely monitor the relationship between excess spread
and monthly losses for those transactions in the upcoming months.
If the losses continue to exceed XS, the ratings will be
reassessed.


ACE SECURITIES: Fitch Cuts Ratings on Three Certificate Classes
---------------------------------------------------------------
Fitch has taken rating actions on these classes of Ace Securities
Corporation series 2006-SL2:

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2A,M-2B affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6A,M-6B affirmed at 'A-';

    -- Class M-7, rated 'BBB+', is placed on Rating Watch
       Negative;

    -- Class M-8 downgraded from 'BBB' to 'BB';
    -- Class M-9A,M-9B downgraded from 'BBB-' to 'BB-';
    -- Class B-1 downgraded from 'BB+' to 'B+';

The affirmations reflect an adequate relationship between credit
enhancement and expected loss and affect approximately
$330.4 million in outstanding certificates.  The negative rating
actions affecting approximately $41.45 million of the outstanding
balances reflect deterioration in the relationship between credit
enhancement and expected losses.

Approximately 16.47% of the pool is more than 60 days delinquent
(including loans in Bankruptcy, Foreclosure and REO).  In six of
the past 7 months, the excess spread has not been sufficient to
cover the monthly losses incurred and as a result, The OC amount
is currently $28.37 million or roughly $19 million below its
target amount.  Monthly losses (net of excess spread) have
averaged $863 thousand for the past 6 months.  Cumulative losses
as a percent of the original collateral balance are 3.21%.  The
transaction is 13 months seasoned and has a pool factor of 73%.

The mortgage pool consists of conventional, fixed rate, fully-
amortizing and balloon, second lien residential mortgage loans.
The mortgage loans were acquired by various originators and a
majority of the loans are master serviced by Wells Fargo Bank,
N.A., which is rated 'RMS1' by Fitch.

Fitch will closely monitor the relationship between XS and monthly
losses for those transactions in the upcoming months.  If the
losses continue to exceed XS, the ratings will be reassessed.


ACE SECURITIES: Moody's Junks Rating on Two 2005-SL1 Certificates
-----------------------------------------------------------------
Moody's Investors Service downgraded four certificates from a
transaction issued in 2005 by Ace Securities Corp. Home Equity
Loan Trust.  The transaction is backed by second lien, fixed rate
subprime mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Downgrade:

Issuer:

Ace Securities Corp. Home Equity Loan Trust, Series 2005-SL1

    * Class M-6, downgraded to Ba2, from Baa2;
    * Class M-7, downgraded to B3, from Baa3;
    * Class B-1, downgraded to Caa1, from Ba1;
    * Class B-2, downgraded to Caa2, from Ba2.


ADVANCED CARDIOLOGY: Files Disclosure Statement in Puerto Rico
--------------------------------------------------------------
Advanced Cardiology Center Corp. filed with the U.S. Bankruptcy
Court for the District of Puerto Rico on May 5, 2007, a disclosure
statement explaining its Chapter 11 Plan of Reorganization.

                     Means of Funding the Plan

The Debtor tells the Court that the Plan will be sourced from:

     1) cash on hand on the effective date of the Plan;

     2) collection of ACCC's accounts receivable;

     3) future earnings of the reorganized ACCC over the next five
        years; and

     4) new value invested by shareholders of $300,000.

                       Treatment of Claims

All administrative claims, estimated to be $375,000, will be paid
in full.

Infomedika's secured claim, estimated at $238,599, will be paid in
48 equal monthly payments commencing 30 days after the effective
date.

Classified Priority Tax Claimants, totaling $4,057,330, will be
paid in full in 48 equal monthly payments, commencing on the
effective date, plus 6% interest.

Holders of general unsecured claims of less than $5,000, totaling
$125,689, will be paid in lump sum on or before 30 days after the
effective date, without interest.

General unsecured claims of more than $5,000, totaling $7,204,994,
will be paid 50% of their claims, half of which will be paid in
sixty equal quarterly payments commencing on the effective date,
and the other half to be paid in one lump sum sixty months after
the effective date.

Holders of a general unsecured claim in an amount greater than
$5,000, who prefers to be paid in a manner similar to general
unsecured claimants of less than $5,000, may be included granting
they reduce their claims to $5,000.

Holders of executory contracts, all of which are to be assumed,
will receive 100% of the allowed cure costs of contracts, expected
to be at $986,018, in 36 equal monthly payments or the life of the
contract, whichever is longer, commencing on the effective date.

Equity holders will retain their interests in ACC.  However, each
shareholder will contribute $2,500 a month during the five years
of the Plan, for a total new value invested in ACCC of $300,000,
in order to fuel the Plan.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=070509225955

              About Advanced Cardiology Center Corp.

Based in Mayaguez, Puerto Rico, Advanced Cardiology Center Corp.
filed for Chapter 11 protection on Jan. 8, 2007 (Bankr. D. P.R.
Case No. 07-00061).  Alexis Fuentes-Hernandez at Fuentes Law
Offices represent the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


ADVANCED MKTG: Court Moves Exclusive Plan Filing Date to Aug. 10
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has extended Advanced Marketing Services Inc. and its debtor-
affiliates' exclusive periods to file a Chapter 11 plan until
August 10, 2007, and to solicit acceptances of that plan until
October 9, 2007.

The Debtors' exclusive period to file a chapter 11 plan expired on
Apr. 28, 2007.

As reported in the Troubled Company Reporter on April 23, 2007,
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, related that the Debtors believe the dates
are consistent with the plan process timeline they have discussed
with the Official Committee of Unsecured Creditors.

Mr. Collins also asserted that the Debtors' Exclusive Periods
should be extended because:

    (a) the Debtors' Chapter 11 cases are large and complex and
        they need more time to craft a plan of reorganization;

    (b) in addition to negotiating debtor-in-possession financing
        and the sales of their assets, the Debtors have been
        making significant progress in their efforts on
        stabilizing, winding down their remaining operations, and
        implementing the transition services related to the Sales;

    (c) while the Debtors will shortly file a request for the
        Court to establish bar dates for filing proofs of claim,
        it will only be after the claims bar date has passed that
        the Debtors will be in a position to begin evaluating the
        universe of claims against them and, in light of that
        evaluation and the results of their planning process,
        develop the plan; and

    (d) the Debtors believe that analysis of their remaining
        executory contracts and leases, review of claims,
        development of a draft plan and negotiations with their
        various constituencies regarding the terms of a plan and
        the related process, together with the day-to-day tasks of
        operating as Chapter 11 debtors-in-possession, will
        consume the bulk of their time and efforts in the coming
        months.

Based in San Diego, California, Advanced Marketing Services Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than $100 million.
(Advanced Marketing Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ADVANCED MARKETING: Court Sets July 2 as General Claims Bar Date
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has set July 2, 2007, as the bar date in Advanced Marketing
Services Inc. and debtor-affiliates' bankruptcy cases, by which
all entities, including governmental units, must file proofs of
claim in Debtors' Chapter 11 cases.

As reported in the Troubled Company Reporter on April 23, 2007,
the Debtors also asked the Court to establish a bar date to file:

    (a) claims relating to the Debtors' rejection of executory
        contracts or unexpired leases pursuant to Section 365 of
        the Bankruptcy Code;

    (b) claims as a result of amendments to the Debtors' schedules
        of assets and liabilities;

    (c) administrative expense claims asserted under Section
        503(b)(9) of the Bankruptcy Code;

    (d) all other non-Section 503(b)(9) administrative expense
        claims arising or accruing on or before April 30, 2007,
        under Sections 503(b) and 507(a) of the Bankruptcy Code.

                         General Bar Date

The General Bar Date would apply to all entities holding claims
against the Debtors -- whether secured, unsecured, priority or
unsecured non-priority -- that arose before Dec. 29, 2006.

Subject to the provisions set forth for holders of claims subject
to the Rejection Bar Date, the Schedules Bar Date, the Section
503(b)(9) Bar Date, and the First Administrative Bar Date, these
entities must file claims on or before the general bar date:

    -- any entity whose prepetition claim against a Debtor is not
       listed in the applicable Debtor's Schedules or is listed as
       disputed, contingent or unliquidated in the Schedules, and
       that desires to participate or share in any distribution in
       the Debtors' Chapter 11 cases; and

    -- any entity that believes that its prepetition claim is
       improperly classified or is listed in an incorrect amount
       in the Schedules, and that desires to have its claim
       allowed in a classification or amount other than that
       identified in the Schedules.

                        Rejection Bar Date

The bar date for any claim relating to a rejection of an executory
contract or unexpired lease will be the later of (a) the General
Bar Date for all Entities, or (b) 30 days after the service of a
Court ruling approving rejection on the affected entities.

                        Schedules Bar Date

The Court also fixed the Schedules Bar Date to the later of (a)
the General Bar Date, or (b) 30 days after the date that a notice
of the applicable amendment to the Schedules, if any, is served on
the claimant.

To the extent the Debtors amend their Schedules relating to the
claim of any creditor, the Debtors will serve notice of both the
amendment and the Schedules Bar Date on the affected creditor.
Nothing would preclude the Debtors from amending their Schedules
in accordance with the Local Rules of Bankruptcy Practice and
Procedure for the U.S. Bankruptcy Court in the District of
Delaware.

                      Section 503(b)(9) Bar Date

The Court also established the General Bar Date as the
Section 503(b)(9) Bar Date.

Under Section 503(b)(9), a claim is accorded administrative
expense priority where the claim is for "the value of any goods
received by the debtor within 20 days before the date of
commencement of a case under [Chapter 11] in which the goods have
been sold to the debtor in the ordinary course of [the] debtor's
business."

Holders of potential Section 503(b)(9) Claims who fail to file a
request for payment of claims on or before the Section 503(b)(9)
Bar Date will be forever barred and estopped from asserting their
Section 503(b)(9) Claims against the Debtors.

                  First Administrative Bar Date

The Court further established the General Bar Date as the First
Administrative Bar Date.  The First Administrative Bar Date is the
deadline for claimants requesting the allowance of administrative
expense claims arising under Sections 503(b), 507(a) or any other
section of the Bankruptcy Code, except Section 503(b)(9) Claims,
arising or accruing on or after Dec. 29, 2006, but prior to or on
April 30, 2007, to file a claim.

Any entity holding an interest in any Debtor who wish to assert
claims against any of the Debtors that arise out of or relate to
the sale, issuance, or distribution of the Interest, must file
claims on or before the General Bar Date, unless another exception
identified in the request applies.

Interest Holders who wish to assert claims against any of the
Debtors that arise out of or relate to the sale, issuance, or
distribution of the Interest, must file claims on or before the
General Bar Date, unless another exception identified in the
request applies.

The Debtors will serve on all known entities holding potential
prepetition claims:

    (i) a notice of the Bar Dates;

   (ii) a proof of claim form based upon Official Form No. 10;

  (iii) the Section 50.3(b)(9) Claim Request form; and

   (iv) the Proof of Administrative Claim Form.

All entities asserting claims against more than one Debtor are
required to file a separate claim with respect to each Debtor.

              About Advanced Marketing Services Inc.

Based in San Diego, California, Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than $100 million.
(Advanced Marketing Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


AFFINIA GROUP: Posts $3 Million Net Loss in First Quarter 2007
--------------------------------------------------------------
Affinia Group Inc. reported net sales of $502 million for the
first quarter ended March 31, 2007, as compared with $548 million
for the same period in 2006.  Net loss for the quarter ended
March 31, 2007, was $3 million, which includes restructuring costs
of $6 million net of tax, compared to a loss of $6 million, which
includes restructuring costs of $4 million net of tax, for the
same quarter in 2006.

The decline in revenues for the first quarter 2007 was a result of
Affinia's planned exit from certain unprofitable brake and chassis
product contracts and the discontinuation in early 2006 of a
customer relationship.  General softness in retail and traditional
market channels also contributed to lower brake and chassis
product sales.

Gross profit increased to $94 million, as compared with
$92 million for the same period in 2006.  The company has made
steady improvement in its first three years with 15%, 17% and 19%
gross margin in the 2005, 2006 and 2007 first quarters,
respectively.

"A significant portion of our revenue decline in the first quarter
was due to our planned exit from business that was not profitable,
and was not on our strategic roadmap.  We remain on schedule with
our $152 million restructuring plan, all of which is being
financed through internal operations.  Overall, we are very
pleased with our improved margin as a result of our restructuring
program," said Thomas Madden, Affinia's senior vice president and
chief financial officer.

Selling, general and administrative expenses were $83 million, a
decrease of $1 million compared to 2006.

As of March 31, 2007, Affinia had $70 million of cash and total
long-term debt outstanding of $597 million.  At March 31, 2007,
Affinia had no borrowings under the company's receivables
securitization program or its revolving credit facility, and was
in compliance with all debt covenants.

"In the first quarter, we continued with our transformation
program and moved forward on a number of new global growth
initiatives.  We announced construction of a new facility in
Mexico to produce filters for the Latin and North American
markets; announced a joint venture to produce brake products in
China and India; and began production at our new filter
manufacturing plant in the Ukraine," said Terry McCormack,
Affinia's president and chief executive officer.  "These
initiatives were clearly defined by our strategic roadmap which
drives Affinia to become a high quality global manufacturer and
distributor of on and off highway replacement products and
services.  I am pleased with the first steps we have taken on the
road to our future growth," said Ms. McCormack.

                       About Affinia Group

Headquartered in Ann Arbor, Michigan, Affinia Group Inc. --
http://www.affiniagroup.com/-- designs, manufactures and
distributes aftermarket components for passenger cars, sport
utility vehicles, light, medium and heavy trucks and off-highway
vehicles.  The company's product range addresses filtration, brake
and chassis markets in North and South America, Europe and Asia.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2007,
Moody's Investors Service has upgraded Affinia Group Inc.'s
Corporate Family Rating to B2 from B3 and revised the outlook to
stable from negative.


ALLIANCE ATLANTIS: Ontario Court Sets Fairness Hearing on June 15
-----------------------------------------------------------------
Alliance Atlantis Communications Inc. disclosed that, at its
request, the Ontario Superior Court rescheduled to June 15, 2007,
the date on which the Court will hold the fairness hearing in
connection with the Plan of Arrangement pursuant to which AA
Acquisition Corp. (formerly 6681859 Canada Inc.), a subsidiary of
CanWest MediaWorks Inc., would acquire all of the outstanding
shares of Alliance Atlantis for $53.00 cash per share.

The hearing was previously set for May 18, 2007.

Alliance Atlantis, AA Acquisition Corp. and GS Capital Partners
VI, L.P. (a private equity affiliate of Goldman Sachs & Co.) have
agreed with Movie Distribution Income Fund and its subsidiary
trust, Movie Distribution Holding Trust, to reschedule the
fairness hearing to this date and have also agreed that the claim
by Holding Trust announced in a media release on April 4, 2007
relating to whether Holding Trust's consent was required in
connection with the Arrangement would be heard on the same date.

Holding Trust is the owner of 49% of Motion Picture Distribution
LP and it has publicly stated that it believes, based on publicly
available information, Holding Trust's consent is required in
connection with the Arrangement.

Alliance Atlantis indirectly owns 51% of MPD and previously
responded in a media release on April 5, 2007 that it does not
believe the Arrangement itself requires Holding Trust's consent
although certain reorganizational steps contemplated by AA
Acquisition Corp. may require the consent of third parties.

"We understand that the Holding Trust trustees, AA Acquisition
Corp. and GS Capital Partners VI, L.P., with assistance from
management of MPD and Alliance Atlantis, continue to engage in
discussions" said David Lazzarato, Executive VP and Chief
Financial Officer of Alliance Atlantis.  "Delaying the court date
permits the discussions to continue.  As we expect the arrangement
to be completed in July or early August, we continue to believe
there is ample time for this process to run its course and we are
hopeful that the parties will reach a satisfactory understanding
but, of course, we cannot currently predict its outcome."

                      About Alliance Atlantis

Based in Toronto, Canada, Alliance Atlantis Communications Inc. --
http://www.allianceatlantis.com/-- (TSE: AAC.A and AAC.B) is a
specialty channel broadcaster.  The company co-produces and
distributes the hit CSI franchise and indirectly holds a 51%
limited partnership interest in Motion Picture Distribution LP.
The company has motion picture distribution operations in the
United Kingdom and Spain.

                          *      *      *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Moody's Investors Service changed the direction of its current
ratings review of Alliance Atlantis to down from up.

The ratings are: Corporate Family Rating at Ba2; Probability-of-
Default rating at Ba3; Senior Secured rating at Ba1; and Loss-
Given-Default rating for Senior Secured debt, LGD2 (26%).

As reported in the Troubled Company Reporter on Jan. 12, 2007,
Standard & Poor's Ratings Services said that the ratings on
Alliance Atlantis, including the 'BB' long-term corporate credit
rating, remain on CreditWatch.


AMERICAN TISSUE: Court OKs Giuliano Miller as Trustee's Accountant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Christine C. Shubert, the Chapter 7 Trustee for American Tissue
Inc. and its debtor-affiliates, authority to employ Giuliano,
Miller & Company LLC as her accountant.

As reported in the Troubled Company Reporter on March 14, 2007,
the firm is expected to prepare and file federal and state
income tax  returns.  The trustee believed that it would be cost
effective and  beneficial to the Debtor to employ the firm for
this limited task.

The firm's professionals compensation rates are:

     Designation                            Hourly Rate
     -----------                            -----------
     Senior Partners                           $375
     Managers                               $230 - $285
     Senior Accountants                     $165 - $200
     Staff Accountants/Paraprofessionals       $105

Alfred T. Giuliano, CPA, assured the Court that his firm does not
hold any interest adverse and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Mr. Giuliano can be reached at:

     Alfred T. Giuliano, CPA
     Willow Ridge Executive Office Park
     750 Route 73 South, Suite 110
     Marlton, New Jersey 08053
     Tel: (856) 596 7000
     Fax: (856) 596 8688
     http://www.giulianomiller.com/

American Tissue Inc. is an integrated manufacturer of tissue
products and pulp and paper in North America, with a comprehensive
product line that includes jumbo tissue rolls for converting and
converted tissue products for end-use.  The company filed for
Chapter 11 protection on September 10, 2001 (Bankr. Del. Case No.
01-10370).  On April 22, 2004, the Court converted the Debtors
cases into a chapter 7 liquidation proceeding.  Christine C.
Shubert, serves as Chapter 7 Trustee for the Debtors' estates.
Bernard George Conaway, Esq., at Fox Rothschild LLP, represents
the Chapter 7 Trustee.  Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represents the Debtors.  Dmitry
Pilipis, Esq., and Frederick B. Rosner, Esq., at Jaspan
Schlesinger Hoffman LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than
$100 million.


APPLETON PAPERS: Moody's Rates Proposed $375 Million Loans at Ba2
-----------------------------------------------------------------
Moody's assigned Ba2 ratings to Appleton Papers Inc.'s proposed
$150 million revolving credit facility and the proposed $225
million senior secured term loan B.

Moody's also upgraded Appleton's speculative grade liquidity
rating to SGL-3 from SGL-4.  All other ratings were affirmed by
Moody's and the rating outlook remains stable.  The proceeds of
the senior secured credit facilities will be used to refinance
existing senior bank credit facilities and finance future capital
expenditure requirements.

The transaction increases the company's revolving credit facility
from $125 million to $150 million, lowers borrowing costs, and
enables Appleton to improve leverage and interest coverage
covenants and remove the fixed charge ratio and senior leverage
ratio covenants.

In response to the declining demand for carbonless paper, Appleton
plans to increase thermal paper production to replace the
decreasing carbonless sales and gain additional share within
international markets.  The company will invest $100 million to
expand the West Carrolton mill and almost double its existing
capacity in thermal papers.  During this process, the company will
continue to integrate recently acquired packaging businesses,
focus on cost reductions, and restructure the specialized print
services segment.  Moody's believes the execution and success of
management's strategy remains critical to Appleton's credit
profile and the ability to sustain both growth and profitability.

Over the intermediate term, Moody's expects the West Carrolton
expansion to increase debt levels and compress free cash flow
generation.  As a result, significant debt reduction will not
occur until 2009. These key rating considerations drive Moody's
belief that the B1 corporate family rating continues to be most
representative of debt holder risk.

Appleton's B1 corporate family rating reflects the company's
strong credit metrics relative to its ratings, continued focus on
cost improvements, adequate liquidity, and stable margins.

However, the ratings also consider the lower margin products that
have been replacing carbonless sales, elevated input costs, and
the potential for further acquisitions in order to rebalance
product mix and stimulate growth.

The upgrade to SGL-3 from SGL-4 reflects the increase in financial
flexibility within the company's new credit facility.  Bank
covenant compliance becomes less uncertain as financial covenants
have been loosened.  Specifically, the leverage ratio was
increased to 4.50x from 3.75x until 2010, when it will step down
to 4.00x.  As a result, Moody's believes that over the next 12
months Appleton will possess adequate liquidity, likely comply
with its financial covenants, but rely on its revolving credit
facility to fund a portion of the West Carrolton expansion and,
possibly, for small acquisitions.  Since June of 2005, the SGL-4
reflected the fact that compliance under Appleton's revolving
credit facility remained uncertain due to tightening financial
covenants.

Ratings Assigned:

    * Proposed $225 million 6-year senior secured revolving credit
      facility at Ba2 (LGD2, 22%);

    * Proposed $150 million 7-year senior secured term loan B at
      Ba2 (LGD2, 22%)

Ratings upgraded:

    * Speculative grade liquidity rating -- to SGL-3 from SGL-4

Ratings affirmed:

    * Corporate Family Rating at B1;

    * Probability of default rating at B1;

    * $185 million 8.125%, senior unsecured notes, rated B2
      (LGD4, 65%);

    * $200 million 12.50% senior subordinated notes payable, rated
      B3 (LGD5, 89%);

    * $150 million 9.75% senior subordinated notes payable, rated
      B3 (LGD5, 89%)

Appleton Papers Inc., headquartered in Appleton, Wisconsin,
develops and manufactures specialty coated paper products,
including carbonless paper, thermal paper, and other niche coated
paper products.


APPLETON PAPERS: S&P Rates Proposed $375 Million Loans at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to the amended and restated term loan facilities
of Appleton Papers Inc. based on preliminary terms and conditions.
The proposed financing consists of a $225 million first-lien term
loan and a $150 million revolving credit facility.  The facilities
are rated 'BB', one notch higher than the corporate credit rating,
with a recovery rating of '1', indicating our expectation of full
recovery of principal in the event of a payment default.

Appleton will use proceeds to repay the $191 million outstanding
under the existing first-lien term loan, the $6 million
outstanding under the existing revolving credit facility, and to
finance a mill upgrade project.  Standard & Poor's will withdraw
the ratings on the previous facilities upon completion of the
proposed transaction.

The corporate credit rating on the company is 'BB-' and the
outlook is stable.

"The ratings on Appleton reflect its aggressive financial profile,
declining carbonless paper volumes, lower operating margins from a
shifting product mix, and potential acquisition risks," said
Standard & Poor's credit analyst Andy Sookram.  "Leading market
shares in certain specialty paper markets, diverse end uses, and
relatively stable earnings and cash flows partially offset these
factors."

Ratings List
Appleton Papers Inc.

Corporate credit rating                 BB-/Stable/--

New Ratings

$225 million first-lien term loan       BB (Recovery rtg: 1)
$150 million revolving credit facility  BB (Recovery rtg: 1)


ARCAP 2004-RR3: Fitch Affirms Ratings on All Classes
----------------------------------------------------
Fitch has affirmed all classes of ARCap 2004-RR3 Resecuritization,
Inc.'s commercial mortgage-backed securities pass-through
certificates as:

    -- $50.0 million class A-1 affirmed at 'AAA';
    -- $272.5 million class A-2 affirmed at 'AAA';
    -- Interest-only, class X affirmed at 'AAA'
    -- $40.9 million class B affirmed at 'AA';
    -- $31.4 million class C affirmed at 'A';
    -- $6.8 million class D affirmed at 'A-';
    -- $16.4 million class E affirmed at 'BBB+';
    -- $13.6 million class F affirmed at 'BBB';
    -- $13.0 million class G affirmed at 'BBB-';
    -- $18.4 million class H affirmed at 'BB+';
    -- $8.9 million class J affirmed at 'BB';
    -- $8.2 million class K affirmed at 'BB-';
    -- $8.9 million class L affirmed at 'B+';
    -- $13.0 million class M affirmed at 'B';
    -- $5.5 million class N affirmed at 'B-'.

Fitch does not rate the $32.3 million class O certificates.

ARCap 2004-RR3 is a static CMBS resecuritization, which closed on
September 30, 2004. Centerline REIT Inc. (formerly known as ARCap
REIT Inc.), rated 'CAM1' by Fitch, serves as the collateral
administrator.

The affirmations reflect the expected performance of the
underlying collateral.  The certificates are collateralized by all
or a portion of 57 classes in 19 separate underlying fixed rate
CMBS transactions.  Only one class (0.18% of the par value)
represents first loss exposure.  Fitch's weighted average rating
factor (WARF) of the underlying classes has improved slightly but
remains in the 'BB/BB-' category.

The transaction has realized $5.8 million in losses which have
been absorbed by class O, as of the April 2007 trustee report.
According to the asset manager, additional losses are anticipated.
Taking into account the current anticipated losses, the credit
enhancement levels for all classes are sufficient to sustain the
current ratings.

Delinquencies in the underlying transactions are as follows: 30
days: 0.15%; 60 days: 0.06%; 90+ days: 0.06%; in foreclosure:
0.05%; and real-estate owned: 0.18%.  The total of 90+days, in
foreclosure, and REO has declined by 62.5% between February 2006
and April 2007.


ARCAP 2006-RR7: Fitch Holds Low-B Ratings on Six Certificates
-------------------------------------------------------------
Fitch has affirmed all classes of ARCap 2006-RR7 Resecuritization,
Inc. as:

    -- $68.0 million class A-D at 'AAA';
    -- $47.1 million class A at 'AAA';
    -- $94.0 million class B at 'AA';
    -- $52.8 million class C at 'A+';
    -- $21.1 million class D at 'A';
    -- $22.1 million class E at 'A-';
    -- $34.5 million class F at 'BBB+';
    -- $28.8 million class G at 'BBB';
    -- $40.3 million class H at 'BBB-';
    -- $56.6 million class J at 'BB+';
    -- $14.4 million class K at 'BB';
    -- $14.4 million class L at 'BB-';
    -- $24.9 million class M at 'B+';
    -- $13.4 million class N at 'B';
    -- $14.4 million class O at 'B-'.

Fitch does not rate the $214.2 million class P or the interest-
only class X.

ARCap 2006-RR7 is a static CMBS resecuritization, which closed May
2, 2006.  Centerline REIT Inc. (formerly known as ARCap REIT
Inc.), rated 'CAM1' by Fitch, serves as the collateral
administrator.

The affirmations reflect the expected performance of the
underlying collateral.  The certificates are collateralized by all
or a portion of 42 classes of fixed rate CMBS in 24 separate
underlying CMBS transactions.  Nearly 67.1% of the par value
represents first loss exposure.  The weighted average rating
factor (WARF) has improved to 39.61 ('B-/CCC+') from 49.90
('CCC/CCC-') at issuance.  Since Fitch's last review,
approximately 16.66% of the portfolio was upgraded an average of
1.0 notch and no downgrades were experienced.

The transaction has realized $6.4 million in losses which have
been absorbed by class P, as of the April 2007 trustee report.
According to the asset manager, additional losses are anticipated.
Taking into account the current anticipated losses, the credit
enhancement levels for all classes are sufficient at this time to
maintain their current ratings.

Delinquencies in the underlying transactions are as follows: 30
days: 0.18%; 60 days: 0.00%; 90+ days: 0.13%; in foreclosure:
0.00%; and real-estate owned (REO): 0.41%. The total of 90+days,
in foreclosure, and REO has declined by 48.0% between May 2006 and
April 2007.


ARCTOS PETROLEUM: Restructures $4.5 Mil. in Debt with 11 Creditors
------------------------------------------------------------------
Arctos Petroleum Corp. has successfully reached settlement
agreements with 11 of its creditors to re-structure $4,573,820 in
outstanding net debt as of April 30, 2007.  In the aggregate,
Arctos will settle all outstanding amounts through the payment of
$1,218,107 in cash and the issuance of 31,846,265 of its common
shares.  One creditor, with debt owed of $2,481,018 as of
April 30, 2007, will be settled in full ($2,481,018 plus any
interest accrued between April 30 and May 4, 2007) by the payment
of a total of $1,169,357 in cash and the issuance of 11,405,745
common shares of the company.

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

These transactions are all subject to the approval of the Toronto
Stock Exchange.  Following the completion of this debt settlement,
Arctos will have 91,876,504 common shares issued and outstanding.

In June 2006, Arctos announced that new management had been
appointed to initiate the re-structuring process and to provide
for future direction for the company.  With the settlement of this
significant and onerous debt burden, the company will be well-
positioned to move forward with an active business plan that will
be focused on acquiring oil and gas assets together with a
selective drilling program.

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

                          *     *     *

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


ARGENT SECURITIES: Fitch Puts Low-B Ratings Under Negative Watch
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Argent Securities
Inc. home equity issues:

Series 2006-W3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10, rated 'BB+' placed on Rating Watch Negative;
    -- Class M-11, rated 'BB' placed on Rating Watch Negative;

Series 2006-W5

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10, rated 'BB+' placed on Rating Watch Negative.

Series 2006-M1

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

Series 2006-M2

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-';
    -- Class M-11, rated 'BB' placed on Rating Watch Negative.

The affirmations, affecting approximately $5.81 billion of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.  The negative rating
actions affect approximately $57.4 million of the outstanding
balance.

The negative rating actions are taken due to current trends in the
relationship between serious delinquency and credit enhancement.

The 60+ delinquency (including loans in bankruptcy, foreclosure
[FC] and real estate owned [REO]) ranges from 11.94% (2006-M2) to
19.35% (2006-W3) of the current collateral balance, well above the
age-adjusted 2006 vintage industry averages at each respective
month.  The percentage of current collateral balance in FC and REO
ranges from 7.9% (2006-M2) to 13.8% (2006-W3).

For all transactions, the underlying collateral consists of fully
amortizing 15- to 30-year fixed- and adjustable-rate mortgages
secured by first liens extended to subprime borrowers.  As of the
April distribution date, the transactions listed above are
seasoned from 8 (2006-M2) to 13 (2006-W3) months.  The pool
factors (current principal balance as a percentage of original)
range approximately from 73% (2006-W3) to 88% (2006-M2).

The Argent Securities loans, the wholesale sector for the
Ameriquest Mortgage Securities Inc., were either originated or
acquired by Argent Mortgage Company, LLC or Olympus Mortgage
Company.  Ameriquest Mortgage Company serves as the servicer for
the loans in both of these sectors and is rated 'RPS3+' by Fitch.


ARLINGTON HOSPITALITY: Has Until July 31 to File Chapter 11 Plan
----------------------------------------------------------------
The Honorable A. Benjamin Goldgar of the U.S. Bankruptcy Court for
the Northern District of Illinois extended Arlington Hospitality
Inc. and its debtor-affiliates' exclusive period to file a chapter
11 plan of reorganization until July 31, 2007.  Judge Goldgar also
extended the Debtor's exclusive period to solicit acceptances of
that plan until Oct. 1, 2007.

The Debtors' exclusive period to file a plan expired on April 29,
2006.

The Debtors tell the Court that they recently closed their sale to
Sunburst Hospitality Inc. of substantially all of their business
assets pursuant to a sale order.  The Debtors believe that the
appropriate manner to wind down the estates will likely be through
an orderly plan of liquidation proposed by the Debtors.

As reported in the Troubled Company Reporter on Nov. 13, 2006, the
Debtors disclosed that they were currently engaged in discussions
with the various constituents in these cases, including the
Official Committee of Unsecured Creditors and PMC Commercial
Trust, to determine how best to tailor a plan of liquidation to
benefit the interests of the estates' creditors.

The Debtors and the Committee are also currently exploring
complicated issues of valuation and allocation regarding the
Debtors' estates to determine, among other things, whether and to
what extent substantive consolidation among the various related
debtor entities is warranted.

                    About Arlington Hospitality

Based in Arlington Heights, Illinois, Arlington Hospitality, Inc.,
dba Amerihost Properties, Inc., and its affiliates develop and
construct limited service hotels and own, operate, manage and sell
those hotels.  The Debtors operate 15 AmeriHost Inn Hotels under
leases from PMC Commercial Trust.  Arlington Hospitality, Inc.,
serves as a guarantor under these leases.

Arlington Inns Inc., an affiliate, filed for bankruptcy protection
on June 22, 2005 (Bankr. N.D. Ill. Case No. 05-24749), the
Honorable A. Benjamin Goldgar presiding.  Arlington Hospitality
and additional debtor-affiliates filed for chapter 11 protection
on Aug. 31, 2005 (Bankr. N.D. Ill. Lead Case No. 05-34885).
Catherine L. Steege, Esq., at Jenner & Block LLP, provides the
Debtors with legal advice and Chanin Capital LLC serves as the
company's investment banker.  David W. Wirt, Esq., at Winston &
Strawn, represents the Official Committee of Unsecured Creditors.
As of March 31, 2005, Arlington Hospitality reported $99 million
in total assets and $94 million in total debts.


ASARCO LLC: Asbestos Panel Wants Tolling Agreement Approved
-----------------------------------------------------------
ASARCO LLC and its debtor-affiliates' two-year statute of
limitations for commencing avoidance and other actions under
Chapter 5 of the Bankruptcy Code expired on April 11, 2007, Jacob
L. Newton, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, reminds the U.S. Bankruptcy Court for the Southern
District of Texas.

ASARCO LLC has agreed to toll the running of any statute of
limitations or other time limitations applicable to avoidance and
other actions brought or to be brought on behalf of the Asbestos
Subsidiary Debtors' estates.

The Debtors and the Official Committee of Unsecured Creditors for
the Asbestos Debtors agree to toll and extend until
Oct. 1, 2007, all limitations period to bar the Asbestos Debtors
from commencing actions against ASARCO.

Accordingly, the Asbestos Committee, on behalf of the Asbestos
Debtors, asks the Court to approve the tolling agreement with
ASARCO LLC.

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Expands Anderson Kill's Scope of Services as Counsel
----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Southern District of Texas to expand
the scope of services of Anderson Kill & Olick LLP as the Debtors'
special insurance counsel, nunc pro tunc to March 21, 2007.

Anderson Kill represented the Debtors on insurance-related matters
including a coverage action pending in Nueces Count, Texas, which
was set for trial in January 2005, James R. Prince, Esq., at Baker
Botts L.L.P., in Dallas, Texas, relates.

In connection with the Neuces Coverage Action, Anderson Kill
assisted ASARCO in settlement negotiations with certain defendant
insurance companies, represented the company on a contingency
basis in connection with various insolvent defendants and
successfully recovered insurance proceeds from the defendants,
Mr. Prince states.

Specifically, Anderson Kill's expanded services include analysis
of insurance settlement and buybacks, and providing advice to
ASARCO in connection with potential bankruptcy law actions
relating to those settlements and buybacks.

ASARCO will pay Anderson Kill according to the firm's customary
hourly rates:

          Professional                    Hourly Rate
          ------------                    -----------
          Rhonda D. Orin, Esq.               $390
          Robert M. Horkovich, Esq.          $675
          William Passannante, Esq.          $525
          Daniel M. Healy, Esq.              $250
          James Zeas, Esq.                   $220
          Izak Feldgreber, Esq.              $210
          Harris Gershman, Esq.              $190
          Brenda Bonazelli, Esq.             $125

Rhonda D. Orin, Esq., a partner at Anderson Kill, assures the
Court that the firm does not represent any interest adverse to
ASARCO or its estate and is a "disinterested person" as the term
is defined under Section 101(14) of the Bankruptcy Code.

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASSET ACCEPTANCE: Initiates Amended Dutch Auction Tender Offer
--------------------------------------------------------------
Asset Acceptance Capital Corp. commences its modified "Dutch
Auction" tender offer as part of a larger plan to recapitalize the
company and return $150 million to shareholders.

The two key elements of the recapitalization plan consist of using
up to $75 million to repurchase shares of common stock from
shareholders and, subject to further approval by the company's
board of directors, the remaining balance of the $150 million will
be paid in the form of a special one-time cash dividend to the
holders of the company's common stock.

The repurchase of up to $75 million of shares from shareholders
will be accomplished through these two transactions:

   -- Through the repurchase of up to 1,858,000 shares in a price
      range of $18.25 to $20 per share, plus up to an additional
      2% of shares outstanding, which will be accomplished by a
     "Dutch auction" tender offer to its shareholders.

   -- The remaining balance of the $75 million will be used to
      repurchase shares pursuant to a stock repurchase agreement
      with the company's largest shareholder, its chairman,
      president and chief executive offer and its senior vice
      president and chief financial officer.  Under this
      agreement, the company has agreed to repurchase shares from
      these shareholders to maintain their pro rata beneficial
      ownership interest in the company after giving effect to the
      tender offer.  These shareholders currently own beneficially
      approximately 50.4% of the company's outstanding shares of
      common stock and have elected not to tender any shares in
      the tender offer.  The repurchase will be at the same price
      per share as is paid in the tender offer and will occur on
      the 11th business day following the expiration date of the
      tender offer.

The company anticipates obtaining the funds needed to finance the
recapitalization plan, including the tender offer, with the
proceeds of a new $150 million term loan being arranged by J.P.
Morgan Securities Inc., the dealer manager in the tender offer, as
part of a new credit facility that will also include a revised
$100 million revolving credit facility.  The company has entered
into a commitment letter with the dealer manager and its
affiliate, JPMorgan Chase Bank, N.A., subject to customary
conditions, to arrange the new credit facility.  However, the
consummation of the return of capital plan, including the tender
offer, is conditioned upon the company's ability to close on the
new credit facility on terms and conditions satisfactory to the
company.

"The company believes that the recapitalization, including the
tender offer, is a prudent use of the company's financial
resources given its business profile, assets and current market
price, and that purchasing its own shares is an attractive use of
capital and an efficient means to provide value to the company's
shareholders," Brad Bradley, chairman, president and chief
executive officer stated.  "The tender offer will provide those
shareholders who might prefer a less leveraged balance sheet with
a selling opportunity without the usual transaction costs
associated with open market transactions.  The company's plan also
allows shareholders who desire to continue their investment to
retain their shares and, after completion of our return of capital
plan, potentially benefit from:

   1) increased equity return opportunities available due to the
      company's higher leverage;

   2) the expected significant special cash dividend; and

   3) an increased percentage ownership in AACC."

The tender offer will expire, unless extended by the company, at
5:00 P.M., New York City Time, on June 7, 2007.

The high end of the per share price range represents a maximum
aggregate repurchase of $37.2 million for 1,858,000 shares.  It
also reflects a premium of approximately 24% relative to the
closing price of $16.14 on April 24, 2006, the last closing price
prior to the company's disclosure of its intention to return
$150 million of cash to shareholders through the recapitalization
plan.

A modified "Dutch auction" tender offer will allow shareholders to
indicate how many shares and at what price within the company's
specified range they wish to tender.  Based on the number of
shares tendered and the price specified by the tendering
shareholders, the company will determine the lowest price per
share within the range that will enable it to purchase up to
1,858,000 shares, or such lesser number of shares as are properly
tendered.  The company also reserves the right in the tender offer
to purchase up to an additional 2% of its shares outstanding.
Tender offer materials will be distributed promptly to
shareholders and filed with the Securities and Exchange
Commission.

Several of the company's executive officers have indicated they
intend to tender shares.  In addition, the company has entered
into the stock repurchase agreement with the company's largest
shareholder, its chairman, president and chief executive offer and
its senior vice president and chief financial officer.

J.P. Morgan Securities Inc. will serve as the dealer manager for
the tender offer.  MacKenzie Partners, Inc. will serve as the
information agent and LaSalle Bank, National Association will
serve as the depositary in the tender offer.

                     Stock Repurchase Agreement

Under the stock repurchase agreement the company has agreed to
repurchase a number of shares beneficially owned by AAC Quad-C
Investors LLC, its largest shareholder and with whom the company's
directors, Terry D. Daniels and Anthony R. Ignaczak, are
affiliated; Nathaniel F. Bradley IV, the company's chairman,
president and chief executive officer; and Mark A. Redman, the
company's senior vice president and chief financial officer,
to maintain their pro rata beneficial ownership interest in the
company after giving effect to the tender offer.  These
shareholders currently own beneficially approximately 35.6%, 12.2%
and 2.6%, respectively, of the company's outstanding shares of
common stock and have elected not to tender any shares in the
tender offer.  This repurchase will be at the same price
per share as is paid in the tender offer and will occur on the
11th business day following the expiration date of the tender
offer.

Assuming the company acquires 1,858,000 shares in the tender
offer, 32,840,625 shares will be outstanding immediately after the
tender offer and the company would then repurchase another
1,892,000 shares in the aggregate pursuant to the stock repurchase
agreement on the 11th business day after the tender offer, with
1,335,000 shares, 459,000 shares and 98,000 shares to be
repurchased from those beneficially owned by AAC Quad-C
Investors LLC, Mr. Bradley and Mr. Redman, respectively.

                  Special One-Time Cash Dividend

The company expects, subject to the approval of its board of
directors, to pay a special one-time cash dividend to its
shareholders after the completion of the purchases in the tender
offer and pursuant to the stock repurchase agreement in an amount
which, after subtracting the purchase price paid in the tender
offer and pursuant to the stock repurchase agreement, equals $150
million.

                      About Asset Acceptance

Headquartered in Warren, Michigan, Asset Acceptance Capital Corp.
(Nasdaq: AACC) -- http://www.AssetAcceptance.com/-- purchases
charged-off consumer debt from credit issuers, and then uses
proprietary methods to collect on these receivables.


ASSET ACCEPTANCE: S&P Rates $150 Million Senior Term Loan at BB
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' long-term
counterparty credit rating to Asset Acceptance Capital Corp.  In
addition, S&P assigned a 'BB' rating to the company's six-year,
$150 million, first-lien, senior secured term loan and five-year
$100 million senior secured credit facility.

"The ratings on AACC largely reflect the company's concentration
in high-risk distressed debt, participation in an increasingly
competitive and fragmented industry, and its small capital base.
Other ratings considerations include the company's ample and
consistent cash flow generation, strong market position, and
modest leverage," said Standard & Poor's credit analyst Vikas
Jhaveri.

Warren, Michigan-based AACC is in the business of purchasing
charged-off receivables from credit card companies and other
credit grantors.  Although the company has been highly successful
for many years, S&P see the company's concentration in this high-
risk industry as an overlying credit concern.  Investing in an
industry with low-quality assets and low barriers to entry are
key credit concerns about the business in general.  Although S&P
recognize that AACC has done a superior job in collecting on its
portfolios, financial stress as a result of prolonged
deterioration in the overall economy and the inability to collect
would severely dampen the company's liquidity and financial
profile.  Additionally, low barriers to entry will likely lead to
increased competition, which in turn will reduce margins in the
industry.  Pricing competition is a key concern because of the low
quality of assets that the company is buying.  Returns can decline
rapidly if prices continue to increase.

Recently, the company announced a plan to recapitalize its balance
sheet.  The company plans to raise $150 million of term debt,
which it will use to repurchase shares and issue a special
dividend to shareholders.  While AACC has levered up, S&P continue
to find the company's capital structure adequate for the rating.

Positive rating factors include the company's consistent and
strong cash-flow generation, strong market position, and
acceptable leverage.  While returns in the industry have decreased
in recent years due to additional competition, AACC continues to
produce good results.  It has a competitive advantage given its
long-standing relationships with credit originators, experienced
and highly capable senior management team, and long history in the
business.  The strong relationships have enabled the company to
gain pricing advantages, as credit originators many times prefer
to work with established companies.  As the company moves forward,
we expect it to continue to gain advantages in terms of pricing
and acquiring desired portfolios, which would continue to support
its overall credit profile.

The stable outlook is based on AACC's strong market position,
well-established client relationships, superior collections track
record, and acceptable leverage.  The ratings could be positively
affected by strong and consistent performance, while maintaining
modest leverage.  Negative ratings implications could result from
increased leverage, reduced profitability, increased competitive
dynamics, or adverse legal actions.


ASSET BACKED: Fitch Affirms Junk Ratings on Two Certificates
------------------------------------------------------------
Fitch Ratings has affirmed 63, upgraded eight and placed three
RMBS class of notes on Rating Watch Negative from the Asset Backed
Funding Corporation issues listed:

Series 2001-AQ1

    -- Classes A-6 and A-7 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'BB';

    -- Class B remains at 'CC', Distressed Recovery rating raised
       to 'DR2' from 'DR3'.

Series 2002-NC1

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'BBB';
    -- Class M-4 affirmed at 'BBB-'.

Series 2002-OPT1

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

Series 2002-SB1

    -- Class A-II-1 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3, rated 'BB', placed on Rating Watch Negative;
    -- Class B remains at 'C/DR4'.

Series 2002-WF1

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

Series 2002-WF2

    -- Class A-2 affirmed at 'AAA';
    -- Class M-1 upgraded to 'AAA' from 'AA+';
    -- Class M-2 upgraded to 'A+' from 'A';
    -- Class M-3 affirmed at 'BBB';

Series 2003-AHL1

    -- Class AI affirmed at 'AAA';
    -- Class M-1 upgraded to 'AAA' from 'AA+';
    -- Class M-2 upgraded to 'AA' from 'AA-';
    -- Class M-3 upgraded to 'A+' from 'A';
    -- Class M-4 upgraded to 'A' from 'A-';
    -- Class M-5 upgraded to 'BBB+' from 'BBB'.

Series 2003-OPT1

    -- Classes A-1, A-1A and A-3 affirmed at 'AAA';
    -- Class M-1 upgraded to 'AA+' from 'AA';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A';
    -- Class M-4 affirmed at 'A-';
    -- Class M-5 affirmed at 'BBB+'.
    -- Class M-6 affirmed at 'BBB'.

Series 2003-WF1

    -- Class A-2 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3, rated 'BBB+', placed on Rating Watch Negative;
    -- Class M-4, rated 'BBB-', placed on Rating Watch Negative.

Series 2003-WMC1

    -- Class M-1 affirmed at 'AAA';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A';
    -- Class M-4 affirmed at 'BBB+';
    -- Class M-5 affirmed at 'BBB'.
    -- Class M-6 affirmed at 'BBB-'.

Series 2004-OPT1

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A';
    -- Class M-4 affirmed at 'A-';
    -- Class M-5 affirmed at 'BBB+'.
    -- Class M-6 affirmed at 'BBB'.

Series 2005-OPT1

    -- Classes A-1SS, A1-MZ, A-2B and A2-C affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A'.
    -- Class M-6 affirmed at 'A-'.
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class B-1 affirmed at 'BB+'.
    -- Class B-2 affirmed at 'BB'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $633 million of outstanding certificates as of the
April 2007 distribution date.

The upgrades reflect improvements in the relationship between CE
and future loss expectations and affect approximately $107 million
of outstanding certificates.

The classes placed on Rating Watch Negative total approximately
$6 million of outstanding certificates and reflect the
deterioration of CE relative to future expected losses.

As of the April 2007 distribution date, the overcollateralization
for series 2002-SB1 was zero, versus a target of $1,578,734.  The
60+ delinquencies are 22.28% of current collateral balance. This
includes foreclosures and real estate owned of 3.87% and 4.56%,
respectively.

For the 2003-WF1 transaction, the OC was $772,091 with a target of
$1,460,949. The 60+ delinquencies are 9.47% of current collateral
balance.  This includes foreclosures and REO of 1.69% and 2.39%,
respectively.

The transactions are seasoned from a range of 18 months (series
2005-OPT1) to 73 months (series 2001-AQ1).  The pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from 5% (series 2002-WF1) to 59% (series
2005-OPT1).  The cumulative losses to date, as a percentage of the
pools' initial balances, range from 0.27% (series 2005-OPT1) to
5.47% (series 2002-SB1).

The underlying collateral for the mortgage transactions listed
above consists of both fixed- and adjustable-mortgage loans
secured by first and second liens on residential mortgages
extended to subprime borrowers.  The mortgage loans were acquired
from various originators and have various servicers and master
servicers, including Wells Fargo Home Mortgage, Inc., Option One
Mortgage Corporation and Litton Loan Servicing, LP (all rated
'RPS1' by Fitch).


BEAR STEARNS: Fitch Cuts Rating on 2005-1 Class M-7 Certs. to B+
----------------------------------------------------------------
Fitch has taken rating actions on these Bear Stearns Asset Backed
Securities mortgage pass-through certificates:

Series 2003-1

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

Series 2003-2

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

Series 2003-3

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

Series 2003-SD1

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

Series 2003-SD2

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

Series 2003-SD3

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

Series 2004-1

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

Series 2004-2

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

Series 2004-SD2

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

Series 2005-1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 affirmed at 'BBB+';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6 affirmed at 'BBB-';
    -- Class M-7 downgraded from 'BB' to 'B+'.

Series 2005-2

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 affirmed at 'BBB+';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6 affirmed at 'BBB-';
    -- Class M-7 affirmed at 'BB'.

Series 2005-3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 affirmed at 'BBB+';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6 affirmed at 'BBB-';
    -- Class M-7 affirmed at 'BB'.

Series 2005-SD1 Group 1

    -- Class A affirmed at 'AAA';
    -- Class 1-M-1 affirmed at 'AA';
    -- Class 1-M-2 affirmed at 'A';
    -- Class 1-M-3 affirmed at 'A-';
    -- Class 1-M-4 affirmed at 'BBB+';
    -- Class 1-M-5 affirmed at 'BBB';
    -- Class 1-M-6 affirmed at 'BBB-';
    -- Class 1-B affirmed at 'BB'.

Series 2005-SD1 Group 2

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

Series 2005-SD2 Group 1

    -- Class A affirmed at 'AAA';
    -- Class 1-M-1 affirmed at 'AA';
    -- Class 1-M-2 affirmed at 'A';
    -- Class 1-M-3 affirmed at 'A-';
    -- Class 1-M-4 affirmed at 'BBB+';
    -- Class 1-M-5 affirmed at 'BBB';
    -- Class 1-M-6 affirmed at 'BBB-';
    -- Class 1-B affirmed at 'BB'.

Series 2005-SD2 Group 2

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

Series 2005-SD3 Group 1

    -- Class A affirmed at 'AAA';
    -- Class 1-M-1 affirmed at 'AA';
    -- Class 1-M-2 affirmed at 'A';
    -- Class 1-M-3 affirmed at 'A-';
    -- Class 1-M-4 affirmed at 'BBB+';
    -- Class 1-M-5 affirmed at 'BBB';
    -- Class 1-M-6 affirmed at 'BBB-'.

Series 2005-SD3 Group 2

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

Series 2005-SD4 Group 1

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

Series 2005-SD4 Group 2

    -- Class A affirmed at 'AAA';
    -- Class 2-M-1 affirmed at 'AA';
    -- Class 2-M-2 affirmed at 'A';
    -- Class 2-M-3 affirmed at 'BBB';
    -- Class 2-M-4 affirmed at 'BBB-'.

Series 2006-SD1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'BBB';
    -- Class M-4 affirmed at 'BBB-'.

The collateral in the aforementioned transactions consists
primarily of fixed- and adjustable-rate mortgage loans secured by
first and second liens on one- to four-family residential
properties.  The transactions dubbed with numeric series names
were underwritten with Subprime underwriting standards, and the
transactions dubbed with 'SD' in their series names were
underwritten with Prime and Alt-A underwriting standards.  At
issuance, the numeric series' transactions comprised a percentage
of second lien loans, while the 'SD' transactions did not.  The
loans for all transactions, though, were seasoned in addition to
some being contractually delinquent (reperforming/subperforming).
A portion of all the loans in the transactions have Deep MI.  The
largest originators, and servicers, of the collateral are EMC
Mortgage Corp. (rated 'RPS1' by Fitch) and Wells Fargo Home
Mortgage, Inc. (rated 'RPS1' by Fitch).

The affirmations reflect a stable relationship between credit
enhancement and future expected losses and affect approximately
$2.38 billion in outstanding certificates.  The downgrade reflects
deterioration in the relationship between CE and future expected
losses and affects approximately $8.8 million in outstanding
certificates.

For series 2005-1, class M-7 was downgraded due to high losses
causing the overcollateralization amount to be off its target for
eleven of the past 12 months prior to its step down.  The average
monthly loss the trust has experienced in the past three months,
net of excess spread, is approximately $430,000.  These losses
have driven the OC to 1.22% (of the transaction's original
balance), below its target of 1.85% (also off of the original
balance).  Additionally, the transaction's 60+ delinquency amount
(including Real Estate Owned, Bankruptcy, and Foreclosure) is
higher than the industry average, at approximately 26%, and has
increased rapidly (by approximately 10% since the September 2006
distribution month).


BLOCK COMMS: Cost Savings Cue S&P to Affirm B+ Credit Rating
------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B+' corporate
credit rating, 'BB-' bank loan rating, and 'B-' senior unsecured
rating on Toledo, Ohio-based Block Communications Inc.  The
outlook is stable.

All ratings are removed from CreditWatch, where they were placed
with negative implications on Nov. 17, 2006, due to a continued
decline in the company's newspaper publishing business and labor
disputes at two newspapers.

"The ratings affirmation is driven by significant cost savings
expected from the February 2007 settlement with unions
representing employees of the Pittsburgh Post-Gazette," said
Standard & Poor's credit analyst Naveen Sarma.  The settlement
should result in expected annual cost savings of about
$30 million.  While the settlement cannot assuage the fundamental
problems affecting the newspaper industry as a whole, these
savings are expected to return the newspaper business to
profitability and enable Block to maintain financial parameters
consistent with the rating.

S&P note that the cable television segment continues to be the
main contributor to consolidated cash flow.  The dispute at The
Blade, the company's Toledo newspaper, is yet to be resolved, but
this is not considered a material rating factor.  Total debt
adjusted for operating leases and unfunded pensions and other
postemployment benefits as of Dec. 31, 2006 was approximately
$432 million.

The ratings on Block reflect limited geographic diversity from
small-scale, family-owned cable TV and media operations
concentrated in economically soft markets; weak advertising growth
and secular circulation erosion in the high, fixed-cost newspaper
publishing business; subpar profitability at both the newspaper
and TV broadcasting businesses relative to its peers; and a highly
leveraged capital structure.  Mitigating factors include the
company's fully upgraded cable systems and their good competitive
position against satellite TV and expectations for continued
strong revenue and cash flow growth from increased penetration of
advanced cable services.  Other positive factors are significant
labor cost savings at the Pittsburgh Post-Gazette with the
expectation for improved financial results, and good asset values
that provide financial cushion and support access to external
financing.


BOMBARDIER INC: Earns $112 Million in Quarter Ended January 31
--------------------------------------------------------------
Bombardier Inc. released financial results for the fourth quarter
and the year ended Jan. 31, 2007, demonstrating steady improvement
in the overall profitability of the corporation.

For the fourth quarter of 2007, net income was $112 million,
compared to $86 million for the same period the previous year.
For the year ended Jan. 31, 2007, net income was $268 million,
compared to $249 million for the same period the previous year.

Earnings before income taxes from continuing operations reached
$335 million, an increase of $185 million compared to last year.
Free cash flow increased by $78 million to total $610 million.

The robust new order intake for the year brought the total order
backlog to an unprecedented $40.7 billion as at Jan. 31, 2007, an
increase of $9.1 billion compared to last year.

"Our fiscal 2007 financial results show that we are reaping the
benefits of the measures we implemented in recent years," Laurent
Beaudoin, Chairman of the Board and Chief Executive Officer,
Bombardier Inc, said.  "Bombardier Transportation had an
exceptional year, breaking industry records in terms of new orders
and total backlog.  The record order intake illustrates the
increased competitiveness of Bombardier Transportation's product
and service portfolio.  As for Bombardier Aerospace, our
innovativeness and product development are paying off in the
business aircraft segment, where deliveries and order intake rose
to the highest level ever for the group, thereby consolidating our
number one position in this market.  In addition, we continued to
strengthen our financial position and the completion of our recent
refinancing enabled us to achieve our objective of increasing the
Corporation's financial and operating flexibility."

For the fourth quarter ended January 31, 2007, consolidated
revenues totaled $4.4 billion compared to $4 billion for the same
period last year.  For the year ended Jan. 31, 2007, consolidated
revenues reached $14.8 billion compared to $14.7 billion for the
same period last year.

For the fourth quarter ended Jan. 31, 2007, earnings before
financing income, financing expense, income taxes, depreciation
and amortization from continuing operations, before special
items amounted to $372 million, or 8.5% of revenues, compared
to $306 million, or 7.6%, for the same period last year.

For the year ended Jan. 31, 2007, EBITDA from continuing
operations, before special items, amounted to $1.1 billion, or
7.4% of revenues, compared to $990 million, or 6.7%, for the same
period last year.

At Jan. 31, 2007, the company's balance sheet showed total assets
of $18.6 billion and total liabilities of $16.2 billion, resulting
in a $2.4 billion stockholders' equity.  Equity for the same
period last was $2 billion.

Headquartered in Valcourt, Quebec, Bombardier Inc. (TSX: BBD) --
http://www.bombardier.com/-- manufactures transportation
solutions, from regional aircraft and business jets to rail
transportation equipment.

                          *     *     *

Bombardier Inc.'s 5-3/4% Notes due Feb. 2, 2008 carry Moody's
Investors Service's Ba2 rating, Standard & Poor's BB rating, and
Fitch Ratings' BB- rating.


BOMBARDIER INC: Sells 15 More Q400 Aircraft to Flybe for $394 Mil.
------------------------------------------------------------------
Bombardier Aerospace Corp., a subsidiary of Bombardier Inc.,
disclosed that England-based Flybe has signed a contract to
acquire 15 additional Bombardier Q400 high-speed turboprop
airliners.  In addition, Flybe has taken options on 15 Q400
aircraft.  The value of the firm orders, based on the list price
of the Q400 aircraft is approximately $394 million U.S.

Flybe already operates the world's largest Q400 fleet; and
deliveries of the 15 firm-ordered aircraft, along with those
previously ordered, will increase the fleet to 60 aircraft.

"The introduction of the Bombardier Q400 aircraft has played a key
role in the turn-around of the business due to its customer appeal
and economics," Jim French, Chairman and Chief Executive Officer,
Flybe, said.  "For the future though, most importantly its
environmental credentials are exceptional.  It is one of the
quietest and most effective aircraft, ideally suited for the
regional markets of the world."

Flybe became Europe's largest regional airline on March 5, 2007
when it acquired BA Connect from British Airways.  With that
acquisition, Flybe will operate 152 routes from 22 airports in the
U.K. and 34 in Europe.

"Very low operating costs, jet-like speed and a spacious, quiet
and comfortable cabin distinguish the Bombardier Q400 from the
competition," Steven Ridolfi, President, Bombardier Regional
Aircraft, said.  "We are delighted that Flybe will continue to
grow their fleet with the Q400 airliner."

The transaction increases firm orders for the Q400 aircraft to
245.  As of Jan. 31, 2007, Bombardier had delivered 143 of these
airliners to operators in Africa, the Asia Pacific region, Europe,
the Middle East and North America.

Headquartered in Valcourt, Quebec, Bombardier Inc. (TSX: BBD) --
http://www.bombardier.com/-- manufactures transportation
solutions, from regional aircraft and business jets to rail
transportation equipment.

                          *     *     *

Bombardier Inc.'s 5-3/4% Notes due Feb. 2, 2008 carry Moody's
Investors Service's Ba2 rating, Standard & Poor's BB rating, and
Fitch Ratings' BB- rating.


BOSTON SCIENTIFIC: Moody's Reviews Ratings and May Downgrade
------------------------------------------------------------
Moody's placed Boston Scientific Corporation's ratings (Baa3
senior unsecured and Prime-3 short term) under review for possible
downgrade.

The rating action reflects Moody's expectation that, absent any
material debt reduction, financial strength measures over the near
term will be below those identified for an investment grade
company under Moody's Global Medical Products & Device Industry
Rating Methodology.  That expectation is partially based on
continued weakness in drug-eluting stent (DES) sales, which have
been affected by concerns regarding product safety and efficacy.
We believe that Boston Scientific's DES sales trends will face
additional uncertainty as competitive risk increases over the near
term.  Further, if debt levels are not reduced within a short
timeframe, the company could face covenant violations under its
bank agreement.

Diana Lee, Senior Credit Officer at Moody's said, "Since it
appears that free cash flows will be insufficient to meaningfully
reduce debt over the near term, we believe the company must rely
on asset sales to improve its financial flexibility.  During this
period of uncertainty - which is exacerbated by outstanding
litigation and regulatory risks - mid-"Baa" cash flow to debt and
coverage metrics must be maintained under Moody's medical products
and device methodology in order to provide sufficient cushion."

Moody's rating review will focus primarily on:

    (1) ongoing developments related to the DES and cardiac rhythm
        management markets; and

    (2) the nature, extent and pace of asset sales.

Ratings placed under review for possible downgrade:

Boston Scientific Corporation:

    * Baa3 senior unsecured notes
    * (P) Baa3 senior shelf
    * (P) Ba1 subordinated shelf
    * (P) Ba2 preferred stock
    * Prime-3 short-term rating

Boston Scientific Corporation, headquartered in Natick,
Massachusetts, is a worldwide developer, manufacturer and marketer
of medical devices, specializing in a broad range of
interventional and cardiac rhythm management devices.


BOWATER CANADIAN: Abitibi Merger Cues DBRS to Maintain Ratings
--------------------------------------------------------------
Dominion Bond Rating Service said it will maintain the rating of
Bowater Canadian Forest Products Inc.'s Senior Debentures at
BB (low) and Bowater Inc.'s Issuer Rating at BB (low) under review
with positive implications in expectation of a merger with Abitibi
Inc.

On Jan. 29, 2007, Abitibi and Bowater agreed to merge to form a
new company, AbitibiBowater Inc., which would be the largest
newsprint producer in the world with a significant market share
in North America. DBRS views the transaction, which is expected to
close in third quarter 2007, as positive for Bowater and Abitibi.

The "Under Review with Positive Implications" status reflects the
expectation that the transaction will be completed on time, as
well as the uncertainty regarding the financial and operational
structure of the new company. If the transaction closes in third
quarter 2007 with a financial structure that is not substantially
dissimilar from the proforma estimates, the likely rating action
would be a confirmation of BB (low) with a newly assigned Stable
trend.  The confirmation and trend change would reflect the
increased scale of a new company with an improved business risk
compared with Bowater and Abitibi on a standalone basis.

The industry is expected to reverse the recent decline in
newsprint prices and restore the upward momentum by cutting
production and thereby closing the demand/supply gap.  The
creation of AbitibiBowater would provide a broad base of assets
that would better respond to industry dynamics.  However, the
financial risk profile of AbitibiBowater is expected to remain
relatively high, and a significant reduction in debt and a
commensurate improvement in interest and cash flow coverage
ratios would be required to upgrade the rating, an event unlikely
to occur in the near term.

Planned asset sales, including the previously announced sale of
timberland and hydroelectric generation facilities, would provide
funds that will be used to reduce debt in 2007 and moderately
improve AbitibiBowater's financial profile. Expected acquisition
synergies of $250 million annually will increase earnings and cash
flow in two year's time.  Moreover, combined available borrowings
on credit facilities totalled $900 million at December 30, 2006,
which will be more than sufficient to fund capital requirements
in the near term.

DBRS will continue to monitor developments with respect to the
transaction along with prevailing market conditions and will
determine the appropriate rating action prior to the closing of
the transaction.  In the event that the transaction is delayed
or does not close, there would be negative implications for the
rating.


BRADLEY PHARMA: Leonard Jacob Resigns as Non-Exec. Board Chairman
-----------------------------------------------------------------
Bradley Pharmaceuticals Inc.'s board of directors received the
resignation on May 3, 2007, of Leonard S. Jacob, M.D., Ph.D., as a
director and its non-executive chairman of the board.

Dr. Jacob joined the Bradley board in February 2006, and, until
his election as chairman of the board in January 2007, had served
as the Chairman of the Nominating and Corporate Governance
Committee.  In his resignation letter, Dr. Jacob said he was
resigning because of his ongoing corporate governance concerns.
Bradley's board believes that it has identified corporate
governance issues with the company and a timetable for their
completion has been established.

In addition, Bradley disclosed that its board has unanimously
elected Seth W. Hamot to serve as its interim non-executive
chairman of the board and has immediately begun to seek a
candidate to be elected to the board of directors who could become
the non-executive chairman.

Mr. Hamot has served as one of the company's directors since
October 2006 and is a member of the audit committee and the
nominating and corporate governance committee.  Mr. Hamot is the
president of Roark, Rearden & Hamot LLC, the general partner of
Costa Brava Partnership III L.P., which owns approximately 9.8% of
the outstanding common stock of the company.

"Since joining the Bradley board in February 2006, Len Jacob and
the company's other independent board members have played
significant roles in seeking to strengthen the company's
corporate governance," Daniel Glassman, Bradley president and ceo,
stated.  "Bradley has strengthened its corporate governance in
recent years and the company is always endeavoring to improve.
The company wishes him well in his future plans."

"Seth Hamot joined Bradley's board after a difficult proxy
contest," Mr. Glassman continued.  "Since then he has focused on
important governance and business issues.  Bradley appreciates
Seth being willing to take on this additional responsibility.  The
company will move quickly to find an excellent candidate with
significant pharmaceutical industry experience to become
permanent non-executive chairman."

                   About Bradley Pharmaceuticals

Based in Fairfield, New Jersey, Bradley Pharmaceuticals, Inc.
(NYSE: BDY) -- http://www.bradpharm.com/-- was founded in 1985 as
a specialty pharmaceutical company marketing to niche physician
specialties in the U.S. and 37 international markets.  Bradley's
success is based upon its core strengths in marketing and sales
which enables the company to Commercialize brands that fill unmet
patient and physician needs; Develop new products through life
cycle management; and In-License phase II and phase III drugs
with long-term intellectual property protection that upon approval
leverage Bradley's marketing and sales expertise to increase
shareholder value. Bradley Pharmaceuticals is comprised of Doak
Dermatologics, specializing in therapies for dermatology and
podiatry; Kenwood Therapeutics, providing gastroenterology, OBGYN,
respiratory and other internal medicine brands; and A. Aarons,
which markets authorized generic versions of Doak and
Kenwood therapies.

                              Waiver

On March 9, 2007, the company received a waiver of default from
the company's lenders under the facility.  Further, pursuant to
the March 9, 2007 waiver, the BioSante and the lenders have the
option of not requiring the Excess Cash Flow principal prepayment
due by March 31, 2007.  The principal prepayment may be up to
$2,600,000 and is included in current maturities of long-term
debt.


BSML INC: Nasdaq to File SEC Form 25 to Complete Stock Delisting
----------------------------------------------------------------
BSML Inc. disclosed that the NASDAQ Stock Market notified the
company that it would delist its common stock which was suspended
on April 24, 2007, and has not traded on NASDAQ since that time.
NASDAQ will file a Form 25 with the Securities and Exchange
Commission to complete the delisting.  The delisting becomes
effective ten days after the Form 25 is filed.

On April 12, 2007, BSML received a written Staff Determination
Notice from the NASDAQ Stock Market stating that the company is
not in compliance with NASDAQ's Marketplace Rule 4310(c)(2)(B)
because:

   a) the company's stockholders' equity was $2,482,000, the
      market value of the company's listed securities was
      $15,256,879; and

   b) the company had reported net losses from continuing
      operations in its annual filings for the years ended
      Dec. 30, 2006, Dec. 31, 2005, and Dec. 25, 2004.

NASDAQ Rule 4310(c)(2)(B) requires a company to have a minimum of
$2,500,000 in stockholders' equity or $35,000,000 market value of
listed securities or $500,000 of net income from continuous
operations for the most recently completed fiscal year or two of
the three most recently completed fiscal years.

The Notice also stated that where an issuer fails to comply with
the stockholders' equity requirement within one year of regaining
compliance with that requirement pursuant to an exception by the
NASDAQ Listing Qualifications Panel.  The Notice points out that
the Panel notified the company on June 2, 2006, that it had
evidenced compliance with the stockholders' equity requirement
that was the subject of a March 17, 2006, exception letter.

                          About BSML Inc.

BSML Inc. (NasdaqCM: BSML) -- http://www.britesmile.com/-- and
its affiliates develop, distribute, market, and sell teeth
whitening products and services.  The company develops teeth
whitening processes distributed in its salons known as BriteSmile
Professional Teeth Whitening Centers.

                        Going Concern Doubt

Stonefield Josephson Inc. expressed substantial doubt on BSML
Inc.'s ability to continue as a going concern after auditing the
company's financial statement for the year ended Dec. 31, 2006.


C-BASS: Moody's Reviews Ratings on 2 Certificates & May Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade two certificates from one C-BASS deal, issued in 2002.

The underlying assets in the transaction consist of subprime
residential mortgage loans.

The certificates are being placed on review for possible downgrade
based upon a decrease in available credit enhancement.  This is
attributed to an increase in losses and a reduction in
subordination as a result of passing performance triggers and
overcollateralization stepping down.  The underlying pools in the
transaction are below the 50 bp OC floor as of the 4/25/2007
reporting date.

Complete rating actions are:

Issuer: C-BASS 2002-CB6 Trust

Review for possible downgrade:

    * Series 2002-CB6; Class B-2, current rating Baa3, under
      review for possible downgrade;

    * Series 2002-CB6; Class B-3, current rating Ba1, under review
      for possible downgrade.


CARAUSTAR INDUSTRIES: Poor Earnings Prompt S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings,
including its 'B+' corporate credit rating, on Caraustar
Industries Inc. on CreditWatch with negative implications.

"The rating action was prompted by very poor first-quarter
earnings and negative free cash flow," said Standard & Poor's
credit analyst Pamela Rice.  "Although we expected pressure from
the drastic spike in recycled fiber and lower shipments of gypsum
facing paper because of the housing downturn, demand for other
products was weaker than we expected."

The company has announced several price increases, continues to
rationalize its facilities, has implemented numerous cost savings
measures, and should spend less on capital this year than in 2006.

"However," Ms. Rice said, "the gradual improvement in credit
measures this year that the ratings had incorporated is not
expected to occur."

Caraustar's liquidity fell to $27 million at the end of the first
quarter, well below S&P' expectations.  Although it's seeking an
additional $10 million of availability under the $100 million
credit facility, S&P are concerned that this may not be sufficient
to support the current ratings.

S&P will meet with management as soon as possible to discuss
liquidity and its plans for refinancing and to review its
financial projections to resolve the CreditWatch listing.


CARDTRONICS INC: Completes Existing Credit Agreement Modification
-----------------------------------------------------------------
Cardtronics Inc. had completed a recent amendment to its existing
Credit Agreement, which was originally entered into on May 17,
2005.

The amendment, which represents the sixth amendment to the Credit
Agreement, reduces the current margin paid by the company on
certain types of advances and increases the company's annual
authorized capital expenditure levels from $50 million to
$60 million.

The Amendment also clarifies a number of defined terms, including
how the results of the company's non-wholly owned subsidiaries are
treated under the Credit Agreement, and outlines certain changes
regarding the ongoing reporting requirements of the company.

The full-text copy of the 6th amendment to the Credit Agreement is
available for free at http://ResearchArchives.com/t/s?1ecf

Headquartered in Houston, Texas, Cardtronics Inc.--
http://www.cardtronics.com/-- is a non-bank owner/operator of
ATMs with more than 25,000 locations.  The company operates in
every major U.S. market, at approximately 1,500 locations
throughout the U.K. and over 500 locations in Mexico.

                          *     *     *

Cardtronics Inc.'s 9-1/4% Senior Subordinated Notes due 2013 carry
Moody's Investors Service's 'B3' rating and Standard & Poor's 'B-'
rating.


CARIBOU RESOURCES: Creditors Arrangement Act Stretched to May 25
----------------------------------------------------------------
The Alberta Court of Queen's Bench in Canada granted a further
extension of the Companies Creditors' Arrangement Act to Caribou
Resources Corp., giving the company protection from its creditors
and allowing it to continue its restructuring efforts.

Pursuant to the Court's ruling, the CCAA stay will expire until
midnight on May 25, 2007.  The Court initially gave protection to
the company on Jan. 30, 2007, and subsequently extended that
protection until 5:00 p.m., on May 3, 2007.

The company is currently working with parties who have expressed
interest with a view to formulating a plan of arrangement.  The
Board of Directors of Caribou continues to urge interested parties
to submit to the company, the monitor, or the Court any offers or
proposals they may wish to make.

The application of Brookfield Bridge Lending Fund for various
relief, including appointing an interim receiver, receiver or
trustee over Caribou's assets, was adjourned until May 25, 2007.

Based in Calgary, Canada, Caribou Resources Corp. (TSX
VENTURE:CBU) -- http://www.cariboures.com/-- is a full cycle
exploration and development company primarily focused on exploring
for natural gas in Northern Alberta, and oil and natural gas in
Central Alberta.  With a mix of oil and gas prospects, the company
is committed to creating shareholder value by conducting
exploration and development activities in a highly focused area.


CARMIKE CINEMAS: Incurs $3.7 Million Net Loss in First Qtr. 2007
----------------------------------------------------------------
Carmike Cinemas Inc. had a net loss of about $3.7 million for the
quarter ended March 31, 2007, as compared with a net loss of
$6.2 million for the quarter ended March 31, 2006.

Total revenue for the quarter ended March 31, 2007, was
$110.6 million, as compared with $111.6 million for the quarter
ended March 31, 2006.  Admissions revenue was $72.8 million for
the quarter ended March 31, 2007, versus $72.6 million for the
quarter ended March 31, 2006.  Concessions and other revenue was
$37.8 million for the first quarter of 2007 versus $39 million for
the quarter ended March 31, 2006.

Operating income increased 48.6% to $5.5 million for the first
quarter of 2007 from $3.7 million in the same period in 2006.
Theatre level cash flow grew 5.7% to $20.7 million for the first
quarter of 2007, up from $19.6 million for the same period in
2006.  Interest expense, net of interest income was $11.8 million
for the first quarter of 2007, as compared with $10.5 million for
the same period in 2006, due to higher interest rates and an
increase in average debt outstanding.

"While the film product did not perform well in our markets in
January and February of the first quarter, we remain very
optimistic about the release schedule this summer," said Michael
W. Patrick, Carmike's chairman, president and chief executive
officer.  "We are pleased with our progress in improving theatre
operations, having successfully implemented a number of cost
control measures in our theatres while being sensitive to the
customer experience.  This improvement is reflected in the
increase in our theatre level cash flow, despite a decline in
revenues.  We believe that the improvements to our theatre
operations, combined with the opportunities provided by our
digital rollout and a strong anticipated movie slate will improve
cash flow as we progress through the year.  Additionally, we
continue to expand our leadership position in digital cinema, and
as of March 31, 2007, we have converted 1,724 of our screens to a
digital based platform."

At March 31, 2007, Carmike's cash and cash equivalent balance was
$14 million versus $26 million at Dec. 31, 2006.  Carmike had net
debt of $425.3 million at March 31, 2007, as compared with net
debt of $414.1 million at Dec. 31, 2006.  At March 31, 2007,
Carmike had no borrowings outstanding under its five-year
$50 million revolving credit facility.  Accumulated deficit stood
at $85.1 million at March 31, 2007, as compared with $81.4 million
at Dec. 31, 2006.

Total assets were $704.5 million, total liabilities were
$509 million, and total stockholders' equity was $195.5 million as
of March 31, 2007.  The company's March 31 balance sheet showed
strained liquidity with total current assets of $33.2 million and
total current liabilities of $58.7 million.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1ed3

                      About Carmike Cinemas

Headquartered in Columbus, Georgia, Carmike Cinemas Inc. (NASDAQ:
CKEC) -- http://www.carmike.com/-- is a motion picture exhibitor
in the U.S. with 301 theatres and 2,475 screens in 37 states, as
of Dec. 31, 2005.  Carmike's focus for its theatre locations is
small to mid-sized communities with populations of fewer than
100,000.

                          *     *     *

As reported in the Troubled Company Reporter on April 9, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Columbus, Georgia-based movie exhibitor Carmike
Cinemas Inc., and revised the outlook to stable from developing.


CAROLINA TOOL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carolina Tool and Design, Inc.
        725 Bryant Road
        Spartanburg, SC 29303

Bankruptcy Case No.: 07-02542

Type of Business: The Debtor is a manufacturing tool and design
                  company.  See http://ctespartan.com/

Chapter 11 Petition Date: May 9, 2007

Court: District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  Fax: (864) 232-5236

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Plus Equity, L.L.C.      factoring             $300,000
c/o Chadwick Pye, Esq.           company for
P.O. Box 18328                   prior company
Spartanburg

Magnolia Financial, Inc.         lien on all           $264,478
c/o Kristin Barber, Esq.         receivables;
220 North Church Street,         value of
Suite 4                          security:
P.O. Drawer 5587                 $200,000
Spartanburg, SC 29304

Joseph T. Ryerson & Son          trade debt            $104,461
Dept. AT40108
Atlanta, GA 31192

Grand Investments, L.P.                                 $78,000

Stephen E. Lipscomb                                     $60,000

S.E.L. Properties & Affiliates   P&H Cincinnati         $60,000
                                 Milacron Model
                                 4HCA5; value of
                                 security:
                                 $45,000

Quality Tool Supply              trade debt             $46,688
Division of James H. Cross
Co.

Travelers Tool Company           trade debt             $41,314

Dixie Tool                       trade debt             $24,660

Ervin Hendricks                  trade debt             $22,000

Small Business Systems           business debt          $18,800

F.D. Hurka                       trade debt             $16,300

Chatham Steel                    trade debt             $15,774

Sisken Steel & Supply Co.        trade debt             $13,848

The Moye Company                 trade debt             $13,484

B2B Computer Products            trade debt             $10,822

J&L Industrial Supply            trade debt             $10,300

Piedmont Fork Lift, Inc.         trade debt             $10,013

U.G.I.N.E.                       trade debt              $9,781

Weldors Supply House             trade debt              $9,673


CDC MORTGAGE: Moody's Reviews Ratings on Five 2004-HE2 Certs.
-------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade five certificates from two deals issued by CDC Mortgage
Capital Trust.  The action is based on the analysis of the credit
enhancement provided by subordination, overcollateralization and
excess spread relative to the expected loss.

Both of the two transactions are backed by first and second-lien
fixed and adjustable subprime mortgage loans.

The complete rating actions are:

Issuer: CDC Mortgage Capital Trust

Review for Possible Downgrade:

    * Series 2004-HE2, Class B-2, current rating Baa2, under
      review for possible downgrade;

    * Series 2004-HE2, Class B-3, current rating Baa3, under
      review for possible downgrade;

    * Series 2004-HE2, Class B-4, current rating Ba1, under review
      for possible downgrade;

    * Series 2004-HE3, Class B-3, current rating Baa3, under
      review for possible downgrade;

    * Series 2004-HE3, Class B-4, current rating Ba1, under review
      for possible downgrade.


CHEMED CORP: Notes Redemption Cues Moody's to Withdraw Ratings
--------------------------------------------------------------
Moody's Investors Service withdrew Chemed Corporation's ratings
following the recent redemption of its $150 million senior
unsecured notes due 2011 and recent refinancing of its
$175 million senior secured revolver due 2010.

The company's new revolver is unrated.

These ratings were withdrawn:

    -- Ba2 Corporate Family Rating;

    -- Ba2 Probability of Default Rating;

    -- Baa2 (LGD2/11%) rating on $175 million Senior Secured
       Revolver due 2010;

    -- Ba3 (LGD4/67%) rating on $150 million 8.75% Senior
       Unsecured Notes due 2011; and

    -- SGL-1 Speculative Grade Liquidity Rating.

Headquartered in Cincinnati, Ohio, Chemed Corporation operates the
nation's largest provider of end-of-life hospice care and is one
of the largest providers of plumbing and drain cleaning services.
For fiscal year ended December 31, 2006, the company reported
revenues of approximately $1.0 billion.


CHESAPEAKE ENERGY: Issues Public Offering of $1 Bil. Senior Notes
-----------------------------------------------------------------
Chesapeake Energy Corporation has commenced a public offering of
$1 billion of a new issue of contingent convertible senior notes
due 2037.

The notes will be convertible, under certain circumstances, using
a net share settlement process, into a combination of cash and
Chesapeake common stock.  In general, upon conversion of a note,
the holder of such note will receive cash equal to the principal
amount of the note and common stock for the note's conversion
value in excess of the principal amount of the note.

Chesapeake intends to use the net proceeds from the offering to
repay outstanding indebtedness under its revolving credit
facility.  The contingent convertible senior notes are being
offered pursuant to an automatically effective registration
statement filed today with the U.S. Securities and Exchange
Commission.  Chesapeake intends to list the notes on the New York
Stock Exchange after issuance.

Credit Suisse Securities (USA) LLC and UBS Securities LLC will act
as Joint Global Coordinators and Book-Running Managers for the
offering.

                      About Chesapeake Energy

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Barnett Shale, Fayetteville Shale, Permian
Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex
and Appalachian Basin regions of the U.S.


CHESAPEAKE ENERGY: Moody's Rates Pending $1 Billion Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Chesapeake
Energy's pending $1 billion of 30-year contingent convertible
senior notes and affirmed its existing Ba2 corporate family, Ba2
probability of default, Ba2 senior unsecured note rate, SGL-2
speculative grade liquidity, and Baa3 secured hedging facility
ratings.  Net note proceeds would retire a like amount of CHK's
roughly $1.6 billion of existing secured bank debt.  The Ba2 note
rating is assigned under Moody's Loss Given Default notching
methodology. The rating outlook is stable.

CHK's ratings and stable outlook remain supported by its large
scale, growth trajectory, multiple core basin intensity, multiple
sources of potential production replacement, and expected
supportive natural gas and crude oil prices relative to its
combined unit cash operating, interest, and reserve replacement
costs.  CHK is the third largest independent natural gas producer,
and sixth largest producer overall the U.S. It also owns midstream
assets, drilling rigs, and equity investments in rig and small
exploration and production companies.  If monetized, these
investments would appear to be sources of substantial liquidity
for reinvestment and/or debt reduction.  Though the compensation
has not been released, CHK has announced the sale of its position
in Eagle Energy to a private equity buyer.

The ratings remain restrained by comparatively full leverage as
measured by debt to proven developed (PD) reserves and debt plus
future SFAS 69 capex to total proven reserves; 2007 and 2008
capital spending that is expected to significantly exceed cash
flow; an historical bias for leveraging acquisitions; and a need
to assess CHK's achievement of its substantial 2007 organic
production growth targets with organic production gains at
competitive costs.  While Moody's is not concerned about CHK's
ability to mount organic production growth, CHK has set aggressive
public targets for drillbit production growth and we would feel
the propensity for acquisitions would increase to the degree CHK
might fall short of that guidance.

Regarding unit economics, with CHK's prior monetizations of in-
the-money hedges, actual realized cash revenue (and hence realized
cash unit price) is significantly less than reported revenue
including reported realized hedging gains.  CHK reported a
realized price of $9.33/mcfe in the first quarter of 2007,
including realized gains of $433 million on hedges.  Approximately
$283.6 million of these realized gains relate to lifted hedges,
the substantial majority of which is non-cash amortization of
gains from hedges lifted and monetized in fourth quarter 2006.  In
addition, the $9.33/mcfe of reported unit revenue includes
approximately $63.4 million of non-cash revenue related to
production on the acquired CNR properties.  After adjusting
realized revenue for these items, CHK received an average realized
cash price on first quarter 2007 of $7.08/mcfe.  This reflects the
combination of a realized wellhead price of $6.52/mcfe and cash
gains on still active hedges.  Thus, adjusted unit cash flow
coverage of unit reserve replacement costs (leveraged full-cycle
ratio), an important rating factor, is approximately 163% as of
first quarter 2007, still in line with, but not superior to,
industry averages.

Following CHK's $1 billion common equity offering in fourth
quarter 2007, it subsequently incurred approximately $1.5 billion
of additional debt during the first four months of 2007.  Before
allocating any debt to CHK's non-E&P businesses and investments,
its adjusted leverage has climbed from roughly $9.12/boe of proven
developed reserve at year-end 2006 to approximately $10/boe of
proven developed reserve pro-forma for the refinancing.  CHK will
term $1 billion of that debt out with pending note Proceeds.
Moody's observes that current leverage would be higher were it not
for cash proceeds from monetizing approximately $744.1 million
dollars of in-the-money hedges in fourth quarter 2006 and the
monetization of additional hedges in the first quarter of 2007.
The new convertible issue does alleviate pressure for notching for
the current time under Moody's Loss Given Default Methodology.

Pro-forma unit full cycle costs are approximately in the low-
$30/boe range, incorporating three-year average all-sources
reserve replacement costs of $15.58/boe.  One year 2006 all
sources reserve replacement costs were up sharply from 2005 levels
to $23.30/boe while 2006 drillbit finding and development costs
were $15.94/boe.  Overall, costs are in-line with the rating
compared with industry peers and reflect the increasing cost
pressures within the exploration and production sector.  Moody's
notes, however, that the reserve replacement costs have benefited
from a rising proportion of proven undeveloped reserves and that
we expect ongoing cost pressures.

Average daily production grew by approximately 3% in first quarter
2006 over fourth quarter 2006.  A portion of this growth is
attributable to acquisitions of production during fourth quarter
2006 and first quarter 2007.  CHK spent a total of approximately
$1.4 billion in the acquisition of proven and unproven properties
in the fourth quarter of 2006 and the first quarter of 2007,
acquiring approximately 41 mmboe of proven reserves in that time
span.  Ongoing acquisitions complicate the task of assessing
underlying organic operating trends.

In order to generate positive ratings momentum, we would look for
sustained reduced leverage policies on PD and total reserves and
sustained sound organic production growth at costs well-covered by
cash price realizations.  CHK has invested heavily in properties
whose degree of productivity, costs, and returns will be known
after application of heavy capital and drilling activity.  If
leverage on PD reserves climbs further from the already elevated
levels and if operating performance disappoints, this may be
reflected in future rating outlooks or ratings.

Chesapeake Energy Corporation is headquartered in Oklahoma City,
Oklahoma.


CHESAPEAKE ENERGY: Fitch Rates Proposed $1.0 Billion Notes at BB
----------------------------------------------------------------
Fitch Ratings has affirmed Chesapeake Energy Corporation's
existing ratings and assigned ratings on the company's proposed
offering of $1.0 billion of senior contingent convertible notes
due 2037.  The notes are expected to rank pari passu in right of
payment with the company's existing and future senior notes.

Proceeds from the offering will be used to repay outstanding
borrowings on the company's revolving credit facility.

The Rating Outlook is Stable.

Fitch rates Chesapeake's debt as:

    -- Issuer Default Rating at 'BB';

    -- Senior unsecured debt at 'BB';

    -- Senior secured revolving credit facility and hedge facility
       at 'BBB-';

    -- Convertible preferred stock at 'B+'.

Chesapeake continues to be an aggressive acquirer and consolidator
of U.S. natural gas assets having completed over $4 billion of
acquisitions in 2006. To finance its aggressive growth strategy,
the company has historically used a balanced mix of roughly 50%
debt and 50% equity.  Implicit in the current ratings for
Chesapeake is the assumption that the company will continue this
trend going forward.  Chesapeake's ratings continue to be
supported by the size and low risk profile of its oil and gas
reserves which now exceed 9.4 trillion cubic feet equivalent
(tcfe), placing the company as the third largest independent
natural gas producer in the U.S.  In addition, Chesapeake's robust
three-year organic reserve replacement rate ([238%] at economic
costs $12.95/barrel of oil equivalent [boe]) verify the low risk
nature of the company's reserves.  Finally, the company's hedging
strategy provides a good line of sight to the expected cash flows
over the next several years, and provides downside risk mitigation
for bondholders, near term.

Fitch continues to have concerns regarding the rising cost of
acquisitions and Chesapeake's leverage versus its peer group.
Fitch estimates Chesapeake spent $37.82/boe of proved reserves in
2006 on acquisitions which resulted in rising leverage metrics
relative to its reserve base despite the company's 50/50 financing
strategy.  Debt/boe is now estimated at approximately $5.30/boe
and $8.50/proven developed producing boe after giving equity
credit for the company's preferred securities and assigning debt
to the company's other operations.  The company's debt-to-proven
reserve metrics continue to be the primary limiting factor to
upward rating action for the company.  Future acquisitions remain
highly likely although Fitch anticipates activity to slow from its
recent past.  Given the prices for proven reserves and the 50/50
financing strategy, future acquisitions will likely place
additional upward pressure on leverage metrics.

Chesapeake is an Oklahoma City-based company focused on the
exploration, production and development of natural gas.  The
company's proved reserves remain predominantly natural gas and are
based 100% in North America.  Chesapeake's operations are
concentrated primarily in the Mid-Continent, South Texas, the
Permian Basin, and the Appalachia Basin.  The company's reserve
growth in recent years reflects the company's aggressive
acquisition strategy and consistent success through the drill-bit.


CHESAPEAKE ENERGY: S&P Rates Proposed $1 Billion Conv. Notes at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to oil
and gas exploration and production company Chesapeake Energy
Corp.'s proposed $1 billion senior convertible notes due 2037.
S&P also affirmed the corporate credit rating of 'BB'.  The
outlook is positive.

Chesapeake will use proceeds to pay down outstandings under its
$2 billion revolving credit facility.  Consolidated leverage
measures will not change after the convertible notes issuance.

"The ratings on Chesapeake reflect a leveraged financial profile,
an aggressive growth strategy, and participation in the highly
cyclical and capital-intensive oil and gas E&P sector," said
Standard & Poor's credit analyst David Lundberg.  "These concerns
are partially offset by a large and attractive reserve base with
favorable growth prospects, good production visibility, and a
competitive cost structure."

As of March 31, 2007, Oklahoma City, Oklahoma-based Chesapeake had
$8.4 billion of debt and $2 billion of preferred stock.

The outlook is positive.  Ratings improvement will depend on
further deleveraging, a demonstration of a moderate financial
policy, and continued satisfactory operating results.  Because
further reduction in absolute debt levels is unlikely in the near
term, further deleveraging will largely hinge on the company's
ability to expand and develop its proved reserve base.

Management's approach toward financing potential acquisitions also
represents a key ratings consideration.  The pace of deleveraging,
in addition to operating performance, will largely determine the
pace of any potential future rating actions.  If Chesapeake
pursues largely debt-financed acquisitions, causing financial
leverage measures to worsen, or if operating performance worsens,
the outlook could be lowered to stable or negative.


CITIZENS COMMUNICATIONS: Earns $67.7 Million in First Quarter 2007
------------------------------------------------------------------
Citizens Communications reported first quarter 2007 revenues of
$556.1 million, operating income of $193.3 million, and net income
of $67.7 million.

The company had revenue of $506.9 million in the first quarter of
2006.  Operating income for the first quarter of 2006 was
$157.3 million. Capital expenditures were $45.1 million for the
first quarter of 2007, including $4.3 million related to the
acquired property.  Net income for the first quarter of 2006 was
$50.5 million.

First quarter 2007 results include revenues of $20.7 million
related to the operations of Commonwealth Telephone Enterprises,
since the date of acquisition on March 8, 2007. Revenues,
excluding the acquired property, were up 5.6%, as compared with
the same period last year due to higher access, data and Internet
services, partially offset by declines in local services.  Access
revenues were significantly higher in the first quarter of 2007,
as compared with 2006 due to the settlement of a switched access
dispute with a favorable impact of $38.7 million offset by
declines in other access service revenues.  The company
experienced 13.8 percent growth in data and Internet services
revenue in the first quarter of 2007, as compared with the first
quarter of 2006.

Free cash flow for the first quarter was $187.6 million.  The
company's dividend represents a payout of 46% of free cash flow
for the first quarter.  During the first quarter, the company
repurchased 823,000 shares of its common stock for $12 million.

As of March 31, 2007, the company's balance sheet showed
$8.2 billion in total assets and $6.9 billion in total
liabilities, resulting in a $1.3 billion total stockholders'
equity.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1ec8

"We are off to a good start with strong first quarter results.
Product revenue growth coupled with disciplined expense control
generated a 56.7% operating cash flow margin and our focus on the
customer drove penetration levels for all voice, data and video
product bundles," said Maggie Wilderotter, chairman and chief
executive officer of Citizens.  "We are very excited about
completing the Commonwealth acquisition and full integration of
these Pennsylvania properties is now underway."

                              Outlook

As a result of the favorable settlement dispute and the successful
closing of the merger transaction with Commonwealth Telephone
Enterprises on March 8, 2007, the company is revising its 2007
guidance.  It now expects to spend between $315 million and
$325 million in capital expenditures in 2007.  Free cash flow for
2007 is now estimated to be between $500 million and $520 million.

                   About Citizens Communications

Based in Stamford, Conn., Citizens Communications Company,
formerly Citizens Utilities, (NYSE: CZN) -- http://www.czn.net/--  
provides phone, TV, and Internet services to more than two million
access lines in parts of 23 states, primarily in rural and
suburban markets, where it is the incumbent local-exchange carrier
operating under the Frontier brand.

                          *    *    *

As reported in the Troubled Company Reporter on March 21, 2007,
Standard & Poor's Ratings Services assigned a 'BB+' rating to
Citizens Communications Co.'s $750 million of senior unsecured
notes due 2015 and 2019.


CLEVELAND-CLIFFS INC: Board Picks Joseph A. Carrabba as Chairman
----------------------------------------------------------------
Cleveland-Cliffs Inc.'s board of directors has elected president
and chief executive officer Joseph A. Carrabba as chairman of the
board, replacing John S. Brinzo, who will retire at the company's
board meeting, held May 8, 2007.

"The company took many significant steps in the company's
leadership succession plan this past year, not the least of which
was the appointment of Joe Carrabba as president and chief
executive effective upon my retirement from those roles in
September," commenting on the appointment, Mr. Brinzo said.  "Joe
had served as president and chief operating officer of Cliffs
since 2005, and before that, as a global mining executive for more
than 22 years.  His exceptional experience and demonstrated
leadership abilities will continue to benefit the company as it
strengthens domestically and expand globally.

"It has been my pleasure and privilege to be a part of the Cliffs
family for the past 39 years.  As I step down as chairman, I do so
with complete confidence that the company's assets and resources
are in very capable hands."

"I am truly honored to have had the opportunity to work with John,
a man whose clarity of vision and exceptional leadership through
troubled times for the integrated steel industry in the early
2000s led to Cliffs' dramatic transformation from a local mine
manager and mineral holder to global merchant mining company,"
president and chief executive officer Mr. Carrabba added.  "On
behalf of everyone at Cliffs, I wish John the very best in his
well-deserved retirement."

The company also disclosed that, effective May 8, 2007,
David H. Gunning retired as planned from his position as a
director.  Mr. Gunning has been a member of Cliffs' board of
directors since 2001 and served on its Strategic Advisory
Committee.

"The company is grateful to David for his contributions and
guidance as a member of Cliffs' executive team and board of
directors.  David played key roles in the company's recent
transformation over the past several years and was instrumental in
furthering the company's international growth objectives,"
Carrabba concluded.

                      About Cleveland-Cliffs

Headquartered in Cleveland, Ohio, Cleveland-Cliffs, Inc. (NYSE:
CLF) -- http://www.cleveland-cliffs.com/-- produces iron ore
pellets in North America, and sells the majority of its pellets to
integrated steel companies in North America and Canada. The
company operates six iron ore mines located in Michigan, Minnesota
and Eastern Canada.  The company is a majority owner of Portman
Limited, an iron ore mining company in Australia, serving the
Asian iron ore markets with direct-shipping fines and lump ore.

                          *     *     *

Cleveland-Cliffs, Inc.'s preferred stocks carry Moody's Investor
Service's 'B3' rating.


COMM 2000-C1: S&P Lowers Ratings on Classes L and M Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from COMM
2000-C1 Mortgage Trust.  Concurrently, the ratings on two classes
from the same transaction were lowered and the ratings on eight
other classes were affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The raised ratings on several senior certificates reflect the
defeasance of the collateral securing 32% ($237.5 million) of the
pool.  The lowered ratings reflect expected continued interest
shortfalls on the classes, in addition to actual credit support
deterioration from principal losses and further credit support
deterioration due to anticipated principal losses upon the
eventual resolution of the assets with the special servicer.

As of the April 16, 2007, remittance report, the trust collateral
consisted of 101 mortgage loans and three real estate owned assets
with an outstanding principal balance of $731.7 million, down from
112 loans with a balance of $897.9 million at issuance.  The
master servicer, KeyBank Real Estate Capital, reported primarily
year-end 2006 financial information for 97% of the pool, excluding
the aforementioned loans secured by defeased collateral.  Based on
this information, Standard & Poor's calculated a weighted average
debt service coverage of 1.41x, compared with 1.49x at issuance.
Five assets ($48.3 million, 7%) in the pool are delinquent and are
with the special servicer, CWCapital Asset Management, as
discussed below.  Three appraisal reduction amounts totaling
$8.4 million are in effect on three of the assets with CWCapital.
To date, the trust has experienced six losses totaling
$8.9 million.

The top 10 loan exposures secured by real estate have an aggregate
trust balance of $234.9 million (32%) and a weighted average DSC
of 1.56x, compared with 1.50x at issuance.  However, the fifth-
largest real estate exposure is with the special servicer and the
seventh-largest loan appears on the master servicer's watchlist
due to low DSC, as discussed below.  Standard & Poor's reviewed
the property inspection reports provided by KeyBank for the assets
underlying the top 10 exposures, and with the exception of the
fifth-largest real estate exposure, all of the properties were
reported to be in "good" or "excellent" condition.

The fifth-largest real estate exposure in the pool, the Alliance
TP portfolio ($23.2 million, 3%), is the largest asset with the
special servicer.  The Alliance TP portfolio was secured by eight
multifamily apartment properties in Michigan, Illinois, and Ohio,
with 2,248 aggregate units.  There is also an associated
$14.7 million B note, which is held outside of the trust.  The A
note held in the COMM 2000-C1 transaction was transferred to the
special servicer in March 2005 due to imminent default, and the
properties became REO in August 2006.  Subsequently, CWCapital
sold seven of the eight properties for $55.5 million.  The
remaining asset is a 392-unit property in Fairfield, Ohio.  The
special servicer plans to complete $1.2 million in capital repairs
on the property by the end of June 2007 before listing it for
sale.  The property is currently 60% leased.

According to the special servicer, any recoveries on the Alliance
TP portfolio will first be applied to the A note for interest,
principal, and prepayment premium.  Any remaining funds will then
be used to pay down the principal balance of the B note.  The
total exposure related to the A note is $8.7 million after
applying the $55.5 million in funds from the sale of the seven
properties, which will be reflected in the next remittance report.

Eastgate Station is a 156,300-sq.-ft. community retail center in
Cincinnati, Ohio, which became REO in May 2006 and has a related
total exposure of $10.5 million.  The loan was transferred to the
special servicer in November 2004 due to imminent default after
the anchor tenant filed for bankruptcy.  As of May 2007, the
property was 34% occupied and had been listed for sale with a
broker. An ARA of $4.8 million is in effect.

Two industrial buildings totaling 289,000 sq. ft. in the City of
Industry, California, secure the Barton Industries loan
($7.6 million, 1%), which has a total exposure of $8.5 million.
The loan was transferred to CWCapital in March 2006 due to
monetary default and unauthorized transfer between the partners.
The borrower filed for bankruptcy protection in June 2006 while
the special servicer was pursuing foreclosure.  In February 2007,
the borrower executed a sales contract that was for significantly
more than the total exposure amount.  The sale is expected to
close this month.

Mebane Oaks Market Place, a retail shopping center totaling 70,800
sq. ft. in Mebane, North Carolina, secures a $5 million (1%) loan
that is with the special servicer.  The special servicer is
pursuing foreclosure, and the total exposure has increased to
$5.5 million.  The loan was transferred to the special servicer in
August 2005 due to imminent default after its anchor tenant,
Winn-Dixie, filed for bankruptcy and rejected its lease.  The
property is currently 31% occupied.  The borrower indicated that
the property is under contract to be sold, and the sale is
expected to close in August 2007.  An ARA of $2 million is in
effect.

The remaining asset with the special servicer is Talon, an REO
industrial warehouse building totaling 152,600 sq. ft. in New
Baltimore, Michigan, with an associated total exposure of
$6.1 million.  The borrower defaulted after the property's sole
tenant vacated and filed for bankruptcy in early 2004.  The
special servicer has listed the property for sale or lease for
more than a year, but the property remains unoccupied.  An ARA of
$1.7 million is in effect.

KeyBank reported a watchlist of 27 loans totaling $128.9 million
(18%), which includes the seventh-largest loan, the Douglas
Development portfolio, with a current balance of $19.6 million
(3%).  The loan is secured by two office properties totaling
161,000 sq. ft. in Rockville, Maryland, and Alexandria, Virginia,
and one shopping center totaling 58,200 sq. ft. in Bethesda,
Maryland.  The loan was placed on the watchlist because the
borrower reported a low combined DSC of 0.89x as of December 2005.
The low DSC was attributed to low occupancy, which ranged from 50%
to 72% at the properties as of June 2006.

Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those with the special servicer,
those on the watchlist, and those otherwise considered credit-
impaired.  The resultant credit enhancement levels adequately
support the raised, lowered, and affirmed ratings.


                          Ratings Raised

                   COMM 2000-C1 Mortgage Trust
         Commercial mortgage pass-through certificates

                     Rating
                     ------
          Class   To      From    Credit enhancement
          -----   --      ----     ----------------
            C     AAA     AA+          16.42%
            D     AA+     AA-          14.58%
            E     A       A-           11.05%


                          Ratings Lowered

                   COMM 2000-C1 Mortgage Trust
          Commercial mortgage pass-through certificates

                     Rating
                     ------
           Class   To      From    Credit enhancement
           -----   --      ----     ----------------
             L     CCC-    CCC+         1.54%
             M     D       CCC          0.62%


                        Ratings Affirmed

                   COMM 2000-C1 Mortgage Trust
         Commercial mortgage pass-through certificates

             Class  Rating      Credit enhancement
             -----  ------       ----------------
              A-2    AAA             27.01%
              B      AAA             21.79%
              F      BBB+             9.52%
              G      BB+              5.84%
              H      BB               4.92%
              J      B+               4.00%
              K      B                2.62%
              X      AAA               N/A


                     *N/A - Not applicable.


COMM 2001-J1: Fitch Lifts Rating on $11.7MM Class J Certificates
----------------------------------------------------------------
Fitch upgrades these classes of COMM 2001-J1 commercial mortgage
pass-through certificates:

    -- $23.3 million class F to 'AAA' from 'AA+';
    -- $13.6 million class G to 'AA+' from 'AA';
    -- $13.6 million class H to 'AA-' from 'A+';
    -- $11.7 million class J to 'BBB-' from 'BB+'.

The ratings on these classes are affirmed:

    -- $223.3 million class A-2 at 'AAA';
    -- $167.0 million class A-2F at 'AAA';
    -- Interest-only class X at 'AAA';
    -- Interest-only class X-GB at 'AAA';
    -- Interest-only class X-USB at 'AAA';
    -- Interest-only class X-GT at 'AAA';
    -- $46.6 million class B at 'AAA';
    -- $46.6 million class C at 'AAA';
    -- $15.5 million class D at 'AAA';
    -- $31.1 million class E at 'AAA';
    -- $4.7 million class P at 'BBB-';
    -- $1.8 million class M at 'AA'.

Classes A-1 and A-1F have paid in full.

The upgrades are the result of the defeasance of the Plaza at La
Jolla loan (12.5%) as well as continued improved performance of
the collateral.  As of the April 2007 distribution date, the
collateral balance has been reduced by 24.7% to $598 million from
$795.3 million at issuance.  To date, two loans (29.5%) have
defeased.

The certificates are collateralized by 11 fixed-rate loans secured
by 17 commercial properties.  All of the loans have investment
grade credit assessments.  Seven of the loans (54.6%) are
collateralized by office properties.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral.  Fitch compared each loan's current
debt service coverage ratio to the DSCR at issuance.  DSCRs are
based on Fitch adjusted net cash flow and a stressed debt service
based on the current loan balance and a Fitch hypothetical
mortgage constant with adjustment for amortization credit.

The Graybar Building (19.3%), the largest loan in the pool, is
secured by a 1.3 million square foot (sf) building located
adjacent to the Grand Central Terminal in New York City.
Occupancy has increased to 98.8% as of February 2007 from 96% at
issuance.  The Fitch stressed DSCR for year-end (YE) 2006 has
increased to 1.97 times (x) from 1.40x at issuance.

Boise Towne Square (12.4%), the second largest non-defeased loan
in the pool, is collateralized by 597,338 sf of a 1.17 million sf
regional mall in Boise, Idaho.  Anchor tenants include J.C. Penny,
Sears, Dillards, Mervyn's and Bon Marche, of which only Bon Marche
is collateral for the loan.  Occupancy has increased to 98.4% as
of February 2007 from 95.2% at issuance.  The Fitch stressed YE
2006 DSCR has increased to 1.71x from 1.36x at issuance.

The Golden Triangle Portfolio (12.1%), the third largest non-
defeased loan in the pool, is collateralized by four office
properties totaling 774,815 sf in Washington, DC.  As of YE 2006
occupancy has increased to 97.3% from 96% at issuance.  The Fitch
stressed YE 2006 DSCR has increased to 2.24x from 1.55x at
issuance.

The Adolphus Hotel (3.4%) consists of a full-service hotel in
downtown Dallas containing 428 guest rooms.  The Adolphus Hotel is
leased to an entity unaffiliated with the borrower under a net
lease.  Although the performance of the hotel has declined since
issuance, all of the Adolphus monetary obligations under the lease
are guaranteed by Metropolitan Life Insurance Company, which has a
financial strength rating of 'AA' from Fitch.


CONCENTRA INC: Mulls Exchange Offering of $185 Mil. of Sr. Notes
----------------------------------------------------------------
Concentra Inc., the parent of Concentra Operating Corporation,
is considering an offer to exchange $185,000,000 in aggregate
principal amount of a new series of senior subordinated notes of
Concentra Operating's newly formed, wholly owned subsidiary, Viant
Holdings Inc., plus a cash amount in exchange for Concentra
Operating Corporation's $155,000,000 in aggregate principal amount
of 9-1/8% Senior Subordinated Notes due 2012 and $180,000,000 in
aggregate principal amount of 9-1/2% Senior Subordinated Notes due
2010.

Concentra Inc. states that it is considering the exchange
offer in connection with the contemplated separation of its two
principal operating segments, Health Services and Network
Services.  Concentra Inc.'s Health Services segment, which
includes its Auto Injury Solutions business, and its Network
Services segment focus on significantly different aspects of the
healthcare industry.

Concentra Inc. says that the separation of these two business
segments will provide each company with greater strategic focus
and will accomplish other related business purposes.  Subject to
acceptable market and interest rate conditions, and the receipt
of a requisite private letter ruling and related tax opinions,
Concentra Inc. currently anticipates completing the separation and
the exchange offer within the next 90 days.

Specifically, in preparation for the separation, Concentra
Operating will:

   * formed Viant in April 2007 as a new wholly owned subsidiary;

   * merge with and into Concentra Inc., with Concentra Inc.
     continuing as the surviving corporation;

   * borrow approximately $485 million in term indebtedness,
     approximately $330 million of which would be senior, first
     lien debt, and the remainder being second lien, in order to
     finance a portion of the transactions contemplated in
     connection with the separation.

   * additionally obtain a $75 million revolving credit facility.
     Viant would borrow approximately $275 million in senior
     secured indebtedness and would obtain a $50 million revolving
     credit facility;

   * contribute its Network Services business to Viant in exchange
     for additional shares of Viant common stock, $185 million in
     aggregate principal amount of Viant's senior subordinated
     notes and approximately $245 million in cash;

   * retire its current senior secured indebtedness using the cash
     proceeds received from Viant and a portion of the cash
     proceeds borrowed under Concentra Inc.c new senior credit
     facilities;

   * pay a cash dividend to its stockholders of approximately
     $350 million;

   * distribute to its stockholders as a dividend all of the Viant
     common stock pro rata to complete the separation of its
     Network Services business from its Health Services and Auto
     Injury Solutions businesses; and

   * consummate the exchange offer and complete a related consent
     solicitation to amend the indentures governing Concentra
     Operating's outstanding senior subordinated notes.

Concentra Operating further relates that the Viant Notes would be
its general unsecured obligations and would be subordinated to all
existing and future senior debt of Viant.  Concentra Inc.'s new
senior credit facilities would replace its existing revolver and
term loan facilities.

                       About Concentra Inc.

Headquartered in Addison, Texas, Concentra Inc., through its
subsidiary Concentra Operating Corp., provides cost containment
and case management services throughout the United States.  The
company's Concentra Health Services unit operates more than
300 medical centers, providing primary occupational health care,
pre-employment screening, injury care and loss prevention.


CONCENTRA INC: Spin Off & Dividend Payment Cues S&P's Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Addison, Texas-based Concentra Inc. and Concentra
Operating Corp., as well as the 'B-' rating on the operating
company's subordinated debt, on CreditWatch with negative
implications.  The CreditWatch placement follows Concentra's
announcement of its intention to spin off its network services
business, newly formed Viant Holdings Inc., and pay a $350 million
dividend to shareholders.

The company will borrow approximately $485 million in connection
with the transaction and is expected to repay all of its current
senior secured credit facility.  Concentra intends to exchange its
senior subordinated notes due in 2010 and 2012 for a new series of
Viant-issued subordinated notes in an aggregate principal amount
of $185 million, plus a cash amount.  S&P view the credit quality
of Viant, which is the existing network services segment, to be
weaker than that of Concentra.  The transaction is expected to
close within the next 90 days.

"The spin-off of the network services segment, in addition to the
recent divestiture of Concentra's workers compensation managed
care segment, is viewed somewhat positively for the company, as
these business segments struggle with slower growth than
Concentra's core health services business," said Standard & Poor's
credit analyst Rivka Gertzulin.  "However, the aggressive
financial policy, as indicated by the additional debt to fund the
shareholder dividend of $350 million, is an overriding factor that
will weaken the company's credit metrics."


CONGOLEUM CORP: March 31 Balance Sheet Upside-Down by $47 Million
-----------------------------------------------------------------
Congoleum Corporation reported total assets of $180.1 million,
total liabilities of $227 million, and total stockholders' deficit
of $46.9 million as of March 31, 2007.

The company reported that sales for the three months ended
March 31, 2007, were $49.3 million, compared with sales of
$57.2 million reported in the first quarter of 2006, a decrease of
13.8%.  Net loss for the quarter was $351,000, versus a net income
of $211,000 in the first quarter of 2006.

Roger S. Marcus, chairman of the Board, commented, "$6.7 million,
or 85% of the decrease in sales from the first quarter of 2006
occurred in the manufactured housing category, which was still
benefiting this time last year from demand for replacement housing
due to hurricanes Katrina and Rita.  First quarter 2007 sales for
the balance of our business were down 2% from year earlier levels,
despite price increases of 3-4%.  The reported decline in new home
construction over the past few months has translated into lower
sales for our new residential products.  Also, the residential
remodel market for flooring is the softest we've seen in more than
a decade. Fortunately, the success of some of our newer products
has helped mitigate the general decline in business."

"While gross profits declined with volume, we did see improvement
in gross profit margins as a percent of sales compared to the
first quarter of last year.  The decline in sales was
predominantly in low margin FEMA and new residential business,
which helped our margins improve this year.  In addition, our
margins in the first quarter of last year were hurt by
manufacturing inefficiencies while we were switching raw material
sources, and our performance this year improved as supplies were
stable."

Mr. Marcus added, "We continue to aggressively control costs.  In
early February, we instituted a major cost reduction program that
will have an impact on all expense areas for the balance of 2007.
First quarter savings from this initiative were only $1.3 million
due to the timing of the steps taken and the impact of severance
charges, which amounted to $400 thousand.  Now fully implemented,
we anticipate this program will result in cost savings of $2.4
million in each of the next three quarters."

"Business conditions in new housing and remodeling remain weak and
we are not expecting any improvement in the near term.  Based on
the current and projected conditions, we have tightened our belts
throughout the company, not only with respect to operating
expenses but also at all our manufacturing facilities.  We are
also keeping inventories at appropriate levels.  With our
breakeven level significantly reduced and our working capital
requirements under control, we are positioned to both weather the
downturn and show improved results from either seasonal or
cyclical increases in sales."

Mr. Marcus concluded, "With respect to our reorganization
progress, I am pleased to report that we are in active and
constructive mediation discussions with all parties.  I am hopeful
that within the next few months we can draft a plan that enjoys
the support of our major creditor constituencies and also meets
the requirements of the bankruptcy court."

                       Going Concern Doubt

Congoleum Corporation's auditors, Ernst & Young LLP, raised
substantial doubt about the company's ability to continue as a
going concern after auditing the company's financial statements as
of Dec. 31, 2006.  The auditing firm reported that the company has
been and continues to be named in a significant number of lawsuits
stemming primarily from the company's manufacture of asbestos-
containing products.

                       About Congoleum Corp.

Congoleum Corporation (AMEX: CGM) -- http://www.congoleum.com/--
manafactures resilient flooring, serving both residential and
commercial markets.  Its sheet, tile and plank products are
available in a wide variety of designs and colors, and are used in
remodeling, manufactured housing, new construction and commercial
applications.  Congoleum is a 55% owned subsidiary of American
Biltrite Inc.

On Dec. 31, 2003, Congoleum Corporation filed a voluntary petition
with the U.S. Bankruptcy Court for the District of New Jersey,
Case No. 03-51524, seeking relief under Chapter 11 of the U.S.
Bankruptcy Code as a means to resolve claims asserted against it
related to the use of asbestos in its products decades ago.

On Sept. 15, 2006, Congoleum Corporation filed its Tenth Modified
Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code of Congoleum Corporation, et al., and the Asbestos Claimants'
Committee, dated as of Sept. 15, 2006, and related proposed
Disclosure Statement with the United States Bankruptcy Court for
the District of New Jersey.  On Feb. 5, 2007, the Court ruled that
certain aspects of Congoleum's plan must be modified to comply
with the requirements of the U.S. Bankruptcy Code.


CORNELL COS: Improved Operating Performance Cues S&P's Pos. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Houston,
Texas-based corrections, treatment, and educational services
provider Cornell Cos. Inc. (including the company's 'B-' corporate
credit rating) on CreditWatch with positive implications.

"The CreditWatch placement reflects Cornell's sustained
improvement in operating performance and stronger financial risk
profile," said Standard & Poor's credit analyst Mark Salierno.
Since the company's restructuring in 2005, Cornell has improved
operating efficiency and discontinued less profitable programs.
The company has also enhanced its profitability through strong
performance in its adult secure segment.  Favorable industry
dynamics in this segment has led to increasingly strong market
demand, contributing to a supply shortage for beds at the federal
and state levels.  Such conditions have driven occupancy levels
higher, creating a more favorable pricing environment for Cornell.

At the same time, Cornell has generated positive free cash flow,
maintained sufficient liquidity, and strengthened key credit
protection measures.  "Specifically, for the last 12 months ended
March 31, 2007, S&P estimate lease-adjusted consolidated total
debt to EBITDA to be in the 4.5x area, compared to more than 6x at
the end of 2005," said Mr. Salierno.

Standard & Poor's will meet with management to discuss the
company's expansion strategy, future capital structure, and
financial policy, before resolving the CreditWatch listing.


DAIMLERCHRYSLER: Constructing New Mercedes-Benz Plant in India
--------------------------------------------------------------
DaimlerChrysler AG began construction of its new plant for
Mercedes-Benz vehicles at Chakan in Pune, India.  The foundation
stone of the new facility was laid by:

   * the Honorable Chief Minister of Maharashtra,

   * Mr. Vilasrao Deshmukh together with Dr. Joachim Schmidt,
     Chairman of the Board of DaimlerChrysler India,

   * Prof. Eberhard Haller, Member of the Board of DaimlerChrysler
     India and responsible for CKD plants of the Mercedes Car
     Group, and

   * Wilfried Aulbur, Managing Director and CEO of DaimlerChrysler
     India in presence of further Indian Government
     Representatives.

In January 2007, DaimlerChrysler India had already signed a
Memorandum of Understanding with the Government of Maharashtra to
build the new plant at a 100-acre plot near an already existing
plant.  The new manufacturing facility will produce the Mercedes-
Benz S-Class, E-Class and C-Class for the Indian market.  Start of
production is expected in early 2009.  Over the next few years,
DaimlerChrysler plans to invest around EUR50 million in connection
with the new production facility.  The new Chakan plant will
initially employ around 350 workers, matching the level of the
current facility.

"Our confidence in the Indian market is reflected in our long
association with the country. Our engagement with India dates back
to 1954 when we started collaboration for trucks in India.
Subsequently, we were also the pioneers of the luxury car market
in India", said Dr. Joachim Schmidt.

In 2006 DaimlerChrysler India sold 2,121 vehicles, achieving
strong growth of 10% (2005: 1,915).  In the first quarter of 2007
DaimlerChrysler India already recorded further growth of 17%.  "As
a company, we have enjoyed steady and profitable growth in India
and we are looking forward to continue our success story here in
our own premises", Dr. Aulbur underscored the rapid change of the
luxury car market since DaimlerChrysler entered India in 1994.

In 1995, DaimlerChrysler started producing the Mercedes-Benz
E-Class in a leased factory at Chikhali in Pune, near Mumbai in
the Federal State of Maharashtra.  In the following years
DaimlerChrysler broadened its production to include the S-Class
(2000) and C-Class (2001).  Today DaimlerChrysler has dealerships
spread across 27 cities in India and was the first automotive
company in India to complete ISO9001: 2000 certification for its
entire dealer network in India.

                      About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER AG: Ohio Workers Hire Morpheus to Advise on Bid
---------------------------------------------------------------
Employee Owned Company LLC, a group of United Auto Workers in
Ohio, has hired Morpheus Capital Advisors in New York in its bid
for an employee stock-ownership plan for DaimlerChrysler AG's
Chrysler Group, The Associated Press reports.

According to the report, Morpheus will arrange financing and
consult on the sales process.

"We think there is a way to structure a creative deal that will be
beneficial for all parties," JPMorgan Chase & Co. Morpheus
President Mitchell Gordon was quoted by AP as saying.

The group is also being advised by ITSS Expos President Rich
Caires, who has worked on deals in the auto industry.

The UAW's leadership and legal team have already reviewed the
stock-ownership plan, which the group believes would help offset
health care concessions that may have to be given during contract
negotiations later this year.  However, the union has not
officially declared its support for the proposal as president Ron
Gettelfinger is concentrating his efforts on trying to keep
Chrysler with DaimlerChrysler, AP relates.

DaimlerChrysler is expected to disclose a lead bidder soon.

As previously reported in the TCR-Europe on May 2, Magna
International Inc. leads the race for DaimlerChrysler AG's
Chrysler Group and could grab a much larger stake in the ailing
unit, potentially taking a direct minority ownership stake of
between 25% and 50%.

                     About DaimlerChrysler

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

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

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

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

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


DELPHI FINANCIAL: S&P Lifts Preffered Stock Ratings from BB+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and senior debt ratings on Delphi Financial Group Inc. to 'BBB+'
from 'BBB' and raised its preferred stock ratings on DFG to 'BBB-'
from 'BB+'.

At the same time, Standard & Poor's affirmed its 'A' counterparty
credit and financial strength ratings on DFG's core insurance
subsidiaries, Reliance Standard Life Insurance Co. and First
Reliance Standard Life Insurance Co. and Safety National Casualty
Corp.  The outlook on all these ratings is stable.

"The ratings on DFG were raised because of its consistently strong
and diversified sources of revenue arising from the operating
performance of its complementary life and property/casualty
insurance subsidiaries, management's sustained commitment to the
group's less aggressive financial-management and investment risk
profile, prudent debt-plus-preferred leverage less than 25%,
strong GAAP fixed-charge coverage in excess of 8x, good liquidity,
and solid distribution networks," explained Standard & Poor's
credit analyst Robert Hafner.  Partially offsetting these
strengths are the competitive pressures and modest scope of its
chosen market niches, which limit the potential for profitable
growth, statutory fixed-charge coverage (3x) that remains near the
low end of expectations, and management's willingness to take
leveraged investment risks.

The ratings on RSL and SNCC reflect the strong competitive
advantages maintained and recently expanded in their diversified
niche businesses; very strong operating results, which benefit
from sustained hard markets; strong liquidity; and appropriate
capitalization.  Partially offsetting these strengths are the
competitive pressures and modest scope of each market niche, which
constrain the potential for profitable growth, management's
somewhat aggressive appetite for investment credit and interest
rate risk, and the potential earnings volatility from its very
long-tailed group long-term disability and excess workers'
compensation businesses, which are Delphi's primary businesses.

Delphi's sustained favorable operating results and diversification
are a leading strength of the ratings and help to mitigate the
potential for earnings volatility arising from its concentrated
niches in its core group LTD and EWC business, which are
relatively sensitive to economic cycles.  In recent years,
earnings have benefited from hard markets, particularly in EWC,
where trends in terms and conditions have been very favorable.

The stable outlook reflects S&P's expectation that the group's
less aggressive financial-management and investment risk profile
will be maintained, operating results will remain reliable without
significant negative events, and recent advancements in the
competitive advantages in its primary niche markets will be
sustained and further developed while maintaining appropriate
capitalization at the insurance subsidiaries.  The ratings might
be lowered if there are weak earnings or a significant negative
earnings event, the financial management or investment risk
profile becomes overly aggressive, or the company's competitive
advantages deteriorate.


DELUXE CORP: Prices Unregistered Offering of $200 Mil. Sr. Notes
----------------------------------------------------------------
Deluxe Corporation has priced its $200 million principal amount of
its Senior Notes due 2015 in an unregistered offering.  The notes
will pay interest semi-annually at a rate of 7.375% per annum.
The notes will be unsecured obligations of the company.

They are offered within the United States only to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933 and to persons in offshore transactions in
reliance on Regulation S under the Securities Act.

The company intends to use the net proceeds from the offering,
plus cash on hand:

   a) to repay the outstanding balance under the company's credit
      facility;

   b) for general corporate purposes; and

   c) to repay the aggregate principal amount of the company's
      3.5% notes outstanding upon their maturity on Oct. 1, 2007.

The closing of the offering is expected to occur on May 14, 2007
and is subject to the satisfaction of customary closing
conditions.

The notes have not been registered under the Securities Act and
therefore may only be offered or sold in the United States
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.

                     About Deluxe Corporation

Headquartered in St. Paul, Minnesota, Deluxe Corporation (NYSE:
DLX) -- http://www.deluxe.com.-- helps financial institutions and
small businesses better manage, promote, and grow their
businesses.  The company uses direct marketing, distributors, and
a North American sales force to provide a wide range of customized
products and services: personalized printed items (checks, forms,
business cards, stationery, greeting cards, labels, and retail
packaging supplies), promotional products and merchandising
materials, fraud prevention services, and customer retention
programs.  The company also sells personalized checks and
accessories directly to consumers.

                          *     *     *

Deluxe Corporation's 5% Senior Notes due 2012 carry Moody's
Investors Service's 'Ba2' rating and Standard & Poor's 'BB-'
rating.


DIRECTV GROUP: Earns $336 Million in First Quarter of 2007
----------------------------------------------------------
DIRECTV Group Inc. reported that first quarter revenues increased
15% to $3.91 billion and operating profit before depreciation and
amortization increased 54% to $930 million compared to last year's
first quarter.  The DIRECTV Group reported that first quarter 2007
operating profit increased 44% and net income increased 43% to
$563 million and $336 million, respectively, when compared to the
same period last year.

The increase in revenues in the first quarter of 2007 over the
same period in the prior year was principally due to strong growth
in average revenue per subscriber and a larger subscriber base at
DIRECTV U.S., as well as the consolidation of Sky Brazil's
financial results due to the completion of the merger with DIRECTV
Brazil on Aug. 23, 2006.

Net income increase in the first quarter of 2007 primarily due to
the changes in operating profit discussed above partially offset
by higher income tax expense in the most recent quarter associated
with the higher pre-tax income.

                        Balance Sheet Data

As of March 31, 2007, The DIRECTV Group's had total assets of
$15.2 billion and total liabilities of $8.3 billion, resulting in
a total stockholders' equity of $6.9 billion.

The DIRECTV Group's consolidated cash and short-term investment
balance of $2.38 billion declined by $292 million in the first
quarter of 2007 mostly due to the purchase of Darlene's interest
in DIRECTV Latin America for $325 million, the repayment of
$210 million of outstanding debt at Sky Brazil and cash payments
for share repurchases of $101 million.  These payments were
partially offset by free cash flow in the period of $309 million.
Free cash flow was driven by cash flow from operations of
$1 billion partially offset by cash paid for satellites and
property and equipment of $690 million.  Total debt decreased to
$3.4 billion primarily due to the repayment of $210 million of
outstanding debt at Sky Brazil.

"First quarter results highlight DIRECTV U.S.' operating strength
and ability to generate strong cash flow as indicated by the
$343 million of cash flow before interest and taxes in the
quarter.  The increase in gross subscribers and the lowest churn
rate in three years reflect the strength of DIRECTV's video
service and improved competitive positioning in the marketplace.
Particularly noteworthy was the significant growth in advanced
products in the quarter, including the addition of nearly twice as
many high definition, or HD, customers compared to the prior
year," said Chase Carey, president and chief executive officer of
The DIRECTV Group Inc.

Mr. Carey continued, "The increased sales of HD and digital video
recorders are driving favorable results for most of our key
operating metrics.  For example, the quarterly increase in gross
subscriber additions to 929,000, the decline in monthly churn to
1.44% and the ARPU growth of over 5% to $73.40 were all favorably
impacted by the significant increase in sales of advanced
services.  The strong subscriber and ARPU growth drove revenues to
over $3.5 billion, up 11% over the prior year."

Mr. Carey added, "Operating profit before depreciation and
amortization of $869 million increased over 50% compared to last
year primarily due to the capitalization of set-top boxes under
the lease program implemented in March 2006.  Upgrade and
retention costs, including capitalized equipment, were higher than
the prior year due to the increased number of customers upgrading
to HD and DVR services, as well as converting to our new MPEG-4 HD
equipment.  As we've seen in recent quarters, investments in
subscribers with advanced services continue to drive superior
financial returns that are generally 2 to 3 times greater than
subscribers without advanced services due to the significantly
higher ARPU and lower churn generated from these households."

Mr. Carey concluded, "It's very exciting to see the strong demand
for HD services, particularly considering the fact that we plan to
greatly expand our HD programming later this year.  With the
successful launch of DIRECTV 10 -- currently targeted to lift-off
in late June -- we remain on schedule to offer up to 100 HD
channels by the end of this year.  With this added capacity, we
expect to offer significantly more HD channels than most of our
competitors, providing DIRECTV with an important advantage in this
rapidly growing market."

                     About The DIRECTV Group

Headquartered in El Segundo, California, The DIRECTV Group Inc.
(NYSE: DTV) -- http://www.directv.com/-- provides digital
television entertainment in the U.S. and Latin America.  It has
two segments, DIRECTV U.S. and DIRECTV Latin America.  The DIRECTV
U.S. segment provides direct-to-home digital television services
in the multi-channel video programming distribution industry in
the U.S.  The DIRECTV Latin America segment provides digital
direct-to-home digital television services to about 1.6 million
subscribers in 27 countries, including Brazil, Argentina,
Venezuela, and Puerto Rico.

                          *     *     *

In April 2007, Standard & Poor's Ratings Services affirmed the
'BB' corporate credit and 'BB-' senior unsecured debt rating on
The DIRECTV Group Inc.  The outlook is stable.

In addition, Standard & Poor's raised the bank loan rating on $2
billion of credit facilities at DIRECTV Holdings LLC, a wholly
owned subsidiary of The DIRECTV Group Inc, to 'BB+' from 'BB' and
revised the recovery rating to '1' from '3'.


DLJ MORTGAGE: S&P Affirms B- Rating on Class B-3OC Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from DLJ
Mortgage Acceptance Corp.'s series 1997-CF2.  Concurrently,
ratings were affirmed on four other classes from the same series.

The raised and affirmed ratings reflect increased credit
enhancement levels due to loan payoffs, which provide adequate
support through various stress scenarios.

As of the remittance report dated April 16, 2007, the collateral
pool consisted of 33 loans with an aggregate trust balance of
$180.8 million, down from 128 loans with a balance of
$661.9 million at issuance.  The master servicer, KeyBank Real
Estate Capital, reported primarily full-year 2006 financial
information for 99% of the pool, which excludes defeased
collateral securing $17.5 million (10%) of the pool.  Based on
this information, Standard & Poor's calculated a weighted average
debt service coverage of 1.53x.  All of the loans in the pool are
current.  One loan ($3.7 million, 2%) was with the special
servicer, but paid off in full after the remittance date.  To
date, the trust has experienced four losses totaling $33.4 million
(5%) of the pool.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $109.5 million (61%) and a current weighted
average DSC of 1.75x, which includes one year-end 2005 figure.
Despite the increased DSC for the top 10 loans since issuance, the
ninth-largest loan is on KeyBank's watchlist because of low
occupancy and associated declines in DSC as discussed below.
According to inspection reports received from KeyBank, all
properties securing the top 10 loans were characterized as "good."

KeyBank reported a watchlist of nine loans with an aggregate
outstanding balance of $27.3 million (15%) and includes the ninth-
largest loan, Dearborn Street Station ($5.6 million, 3%).  This
loan is secured by a 105,641-sq.-ft. office building in Chicago,
Illinois, and was placed on the watchlist due to a decline in DSC
attributable to decreased occupancy.  As of Dec. 31, 2006,
occupancy was 57% and DSC was 0.40x.  At issuance, underwritten
occupancy was 96% and DSC was 1.30x.  The loan matures Aug. 1,
2007, and the borrower has indicated its intention to pay off the
loan before maturity.  The remaining loans on the watchlist appear
there due to low occupancy, lease expirations, and/or low DSC
levels.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.

                           Ratings Raised

                    DLJ Mortgage Acceptance Corp.
             Commercial mortgage pass-through certificates
                          series 1997-CF2

                         Rating
                         ------
             Class    To        From      Credit enhancement
             -----    --        ----       ----------------
              B-1     AAA       AA              30.91%
              B-2     A+        A-              23.61%
              B-3TB   A         BBB             20.21%

                          Ratings Affirmed

                   DLJ Mortgage Acceptance Corp.
            Commercial mortgage pass-through certificates
                          series 1997-CF2

                Class     Rating   Credit enhancement
                -----     ------    ----------------
                 A-1B      AAA           95.01%
                 A-2       AAA           76.71%
                 A-3       AAA           51.04%
                 B-3OC     B-             3.48%


DOMMAR FAMILY: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Dommar Family Limited Partnership
        3190 Carthage Highway
        Lebanon, TN 37087

Bankruptcy Case No.: 07-03217

Chapter 11 Petition Date: May 9, 2007

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine, II

Debtor's Counsel: Steven L. Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $1,925,005

Total Debts:  $1,435,546

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wilson Co. Trustee               property taxes,           $546
P.O. Box 865                     unknown, if any;
Lebanon, TN 37088                personality
                                 taxes $546


DYNAMIC RESPONSE: March 31 Balance Sheet Upside-Down by $1.1 Mil.
-----------------------------------------------------------------
Dynamic Response Group Inc. reported its financials results for
the quarter ended March 31, 2007.

As of March 31, 2007, the company's balance sheet showed total
assets of $2,918,467 and total debts of $4,077,637, resulting in a
$1,159,170 stockholders' deficit.

Net income was $297,187, compared to a $662,765 net loss last
year.

Gross sales nearly doubled from a year ago, rising from $2,756,500
in Q1 of 2006 to $4,350,890 in Q1 of 2007.  The company's gross
profit was $2,530,000.

"The current financial performance of the company, coupled with
the products in the pipeline and the company's management team
demonstrate to me that the future of DRG has never looked
brighter," said Ms. Rice.  "I am excited about the opportunity and
look forward to the challenge of taking this company to a new
level of growth."

DRG disclosed the appointment of its new CEO, Melissa K. Rice, a
practicing securities attorney in Florida and an accomplished
entrepreneur.  Former CEO Joseph I. Emas, said, "Ms. Rice is an
excellent choice as CEO of Dynamic Response Group. She has an
extensive background in business, specializing in securities
regulations and corporate transactions.  She has assisted many
emerging companies in obtaining debt and equity financing, as well
as providing general corporate advice.  DRG is a thriving company,
and I'm confident that Melissa will provide just the right
leadership for the Company's dynamic management team."  Mr. Emas
will remain as Chairman of the DRG Board of Directors.

In April 2007, the company reported that its Sonic Clean Between
Machine, the oral hygiene product phenomenon on TV, has surpassed
the $1 million gross sales milestone.  This is DRG's third product
to hit the million-dollar sales mark.  The other two DRG products
to do so are ProCede, the Company's hair system for men, and the
DVD series "Backyard Drills with Bill Parcells."

                            About DRG

Headquartered in Miami, Florida, Dynamic Resources Group Inc.
(Pink Sheets:DRGP) -- http://www.dynamicresponsegroup.com/-- is
the innovator and direct response retailer of highly effective
products and services including ProCede, Backyard Drills DVD with
Bill Parcells, The Sonic Clean Between Machine, Allure Smile and
Serotrol.


DYNEGY INC: Earns $14 Million in First Quarter Ended March 31
-------------------------------------------------------------
Dynegy Inc. reported net income of $14 million for the first
quarter ended March 31, 2007.  This compares to a net loss
applicable to common stockholders of $1 million for the first
quarter 2006.  Revenues for the first quarter 2007 were
$573 million, as compared with revenues for the first quarter 2006
of $600 million.

Interest expense totaled $67 million for the first quarter 2007,
compared to $98 million for the first quarter 2006. The decrease
is primarily attributable to lower debt balances as a result of
liability management efforts throughout 2006.

The first quarter 2007 income tax expense from continuing
operations was $5 million, compared to an income tax expense from
continuing operations of $3 million for the first quarter 2006.

The company as of March 31, 2007, had total assets of $7.2 billion
and total liabilities of $5 billion, resulting in a total
stockholders' equity of $2.2 billion.  As of March 31, 2007,
Dynegy's liquidity was $863 million.  This consisted of
$369 million in cash on hand and $494 million in unused
availability under the company's letter of credit facility.
Accumulated deficit stood at $2.1 billion as of March 31, 2007.

Cash flow from operations, including working capital changes,
totaled an inflow of $44 million for the first quarter 2007.  Cash
outflows from investing activities for the first quarter 2007
totaled $26 million.  For the first quarter 2007, Dynegy's free
cash flow was $18 million.

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

"During the first quarter, we benefited from stronger weather-
driven demand and higher power prices in our Northeast region,
along with the continued strong performance of our Midwest
assets," said Bruce A. Williamson, chairman and chief executive
officer of Dynegy.  "Additionally, we maintained our operational
focus on providing reliable and economic energy to our customers.
The combination of favorable market conditions, strong in-market
availability of our generation facilities and our proven
commercial approach produced value for our investors and further
validated our power generation business model.

"From the standpoint of delivering growth to investors, we
completed our combination with LS Power on schedule," Mr.
Williamson added.  "The near-term benefits of the combination
include more predictable cash flows and financial flexibility.
Over the medium term, we anticipate improved performance due to
the diversified characteristics of our operating portfolio, with
future growth prospects related to our development joint venture
and our pursuit of further strategic opportunities in the ongoing
consolidation of the electricity sector."

As a result of the combination with LS Power, the company's
portfolio now includes 30 power generation facilities totaling
about 20,000 megawatts of baseload, intermediate and peaking
capacity in key regions of the U.S.  The company previously
announced an initiative to rationalize its operating asset
portfolio to focus on regions and markets where Dynegy has a
significant asset position. As a result of this evaluation, Dynegy
is considering the divestiture of the Bluegrass peaking facility
in Kentucky, the Heard County peaking facility in Georgia and the
Cogen Lyondell facility in Texas. In addition, the company
previously announced an agreement to sell its Calcasieu peaking
facility in Louisiana to an Entergy subsidiary, which is expected
to be completed in early 2008.

                       Year 2007 Estimates

The company's 2007 estimates include a range of operating cash
flow between $485 million and $585 million and a range of free
cash flow between $135 million and $235 million.  The company's
new 2007 EBITDA estimates include an anticipated range of
$1.01 billion to $1.12 billion compared to the previous estimated
range of $1.02 billion to $1.13 billion.

                        About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE: DYN) --
http://www.dynegy.com/-- produces and sells electric energy,
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Fitch Ratings upgraded the issuer default ratings of Dynegy Inc.
and Dynegy Holding Inc. to 'B' from 'B-' and removed the ratings
from Rating Watch Evolving.  The Ratings Outlook of Dynegy Inc.
and Dynegy Holding Inc. is Stable.


E*TRADE ABS: Fitch Hold BB+ Rating on $4.7 Million Class D Notes
----------------------------------------------------------------
Fitch affirms seven classes of notes issued by E*TRADE ABS CDO IV,
Ltd.

These affirmations are the result of Fitch's review process and
are effective immediately:

    -- $6,698,670 class A-1A notes 'AAA';
    -- $146,222,404 class A-1B-1 notes 'AAA';
    -- $36,555,601 class A-1B-2 notes 'AAA';
    -- $20,096,011 class A-2 notes 'AAA';
    -- $49,761,551 class B notes 'AA';
    -- $16,268,199 class C notes 'BBB';
    -- $4,784,765 class D notes 'BB+'.

E*TRADE IV is a collateralized debt obligation that closed
Dec. 1, 2005 and is managed by E*TRADE Global Asset Management,
Inc. (rated 'CAM2' by Fitch for managing Structured Finance CDOs).

E*TRADE IV has a portfolio composed of residential mortgage-backed
securities (83.5%), CDOs (8.4%), commercial mortgage-backed
securities (5.5%), and asset-backed securities (2.6%).  Fitch
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.

Since Fitch's last rating action in June 2006, the collateral has
continued to exhibit stable performance.  The weighted average
rating factor has remained stable within the 'BBB/BBB-' range as
of the most recent trustee report dated March 31, 2007.

All overcollateralization and interest coverage tests continue to
pass their minimum triggers.  As of the most recent trustee report
available, there were no defaulted assets in the portfolio.

The ratings of the class A-1A, A-1B-1, A-1B-2, A-2, and B notes
address 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.

The ratings of the class C and D notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.


EMRISE CORP: Posts $3.6 Mil. Net Loss for the Year Ended Dec. 31
----------------------------------------------------------------
EMRISE Corp. recorded a net loss of $3.6 million for 2006,
compared to net income of $1.4 million for 2005.

For the year ended Dec. 31, 2006, EMRISE recorded record net
sales of $46.4 million, an increase of $5.1 million, or 12%, over
the $41.3 million reported for 2005.  The increase included a
$1.9 million increase in net sales of power supplies attributable
to Pascall Electronics Ltd. and a $3.3 million increase in net
sales of power supplies attributable to RO Associates, Inc., both
of which subsidiaries EMRISE acquired in 2005.

Gross profit decreased to $17 million for 2006 from $17.6 million
for 2005.  Gross profit increased by $1.6 million within the
company's electronic devices segment, mainly due to higher sales
volumes, but was offset by a $2.2 million decline in the company's
communications equipment segment due to a reduction in net sales
of communications equipment and certain year-end reductions in
inventory valuations.  Gross margin declined to 36.6% for 2006
from 42.5% for 2005, owing to lower sales volume of high margin
test equipment and increased sales volume of lower margin
commercial avionic power supplies.

EMRISE's financial results were adversely affected by:

   * incurred $1.5 million of expenses related to its 2005, 2004
     and 2003 financial statement reaudits and restatements;

   * increase in its valuation reserves for inventory by $465,000
     in the fourth quarter of 2006 for its CXR Larus and RO
     subsidiaries;

   * incurred $585,000 in contract engineering expenses in order
     to accelerate the development of the TiemP(TM) 6400 product
     line; and

   * recorded $522,000 in compensation-related reserves and
     incurred an additional income tax charge of $109,000 that was
     recorded to decrease net deferred tax assets.

EMRISE's cash position was $3.8 million as of Dec. 31, 2006, down
from $4.4 million as of Dec. 31, 2005 but up from $2.7 million as
of September 30, 2006.

"The EMRISE management team has completed possibly the most
challenging year of the company's public company existence,"
EMRISE's Chairman, President and CEO, Carmine T. Oliva, said.
"The reaudit and restatement were both disruptive and costly.
Nonetheless, the process was completed with no adjustments to the
three years other than the originally identified need to record in
2005 $224,000 in revenues that had been prematurely recorded in
2004.  Furthermore, because of the company's cash availability,
the reaudit and restatement was completed without undue financial
stress."

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $44,785,000 and total liabilities of $19,612,000,
resulting in a $25,173,000 stockholders' equity.

                        About EMRISE Corp.

Based in Rancho Cucamonga, California, EMRISE Corporation
(NYSE Arca: ERI) -- http://www.emrise.com/-- manufactures
defense, aerospace and industrial electronic devices and
communications equipment.  EMRISE's electronic devices group,
which consists of EMRISE Electronics Corporation and its
international subsidiaries, provides power conversion, RF and
microwave devices, and digital and rotary switches to the North
American, European and Asian electronic markets.

EMRISE's communications equipment group, consisting of CXR Larus
Corporation and its subsidiary CXR Anderson Jacobson, provides
network access and communication timing and synchronization
products to the North American, European and Asian communications
industry.  Founded in 1983, EMRISE operates out of facilities in
the United States, England, France and Japan.  As of March 16,
2007, EMRISE had approximately 302 employees in its various
subsidiaries and divisions.

                          *     *     *

On Dec. 1, 2006, EMRISE Corporation, EMRISE Electronics, CXR
Larus, RO and Wells Fargo Bank acting through its Wells Fargo
Business Credit operating division, entered into a Credit and
Security Agreement providing for a revolving line of credit and
term loan.  The WFBC credit facility provides for a $5,000,000
revolving line of credit that expires on Dec. 1, 2009.

As of Dec. 31, 2006, the EMRISE Corp. had balances of $1,978,000
outstanding on a revolving line of credit and $200,000 outstanding
on the term loan.  Availability on the WFBC revolving line of
credit was $102,000.  As of Dec. 31, 2006, the company was not in
compliance with the loan's financial covenants for net worth and
net losses.  However, EMRISE obtained a waiver from WFBC for those
covenant violations.  WFBC is modifying the financial covenants
for 2007.


ENERGY PARTNERS: Timothy Woodall Steps Down as Company's CFO
------------------------------------------------------------
Energy Partners Ltd.'s Timothy R. Woodall, executive vice
president and chief financial officer, has resigned in order to
pursue other options.

The company has just initiated a search for a new chief financial
officer.  In the interim, the individuals who shared Mr. Woodall's
primary responsibilities prior to his arrival in August 2006 will
again share those responsibilities.  These individuals include
Joseph LeBlanc, Treasurer, Dina Bracci Riviere, Controller and
T.J. Thom, the company's director of investor relations.

"EPL is fortunate in having a deep bench of individuals with the
financial expertise needed to ensure that things run smoothly as
the company conducts its search for a new cfo," Richard Bachmann,
EPL's chairman and chief executive officer, said.  "The will
continue its focus on its core business and its determination to
create value for shareholders."

                    About Energy Partners Ltd.

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

                          *     *     *

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


ENRON CORP: Shareholders Want Supreme Court to Review Lawsuit
-------------------------------------------------------------
Enron Corp. shareholders have taken their case to the United
States Supreme Court to file a petition for a review of their
class action lawsuit against several banks, whose alleged "active
and knowing participation in the Enron fraud led to tens of
billions of dollars in investor losses."

The Petition seeks to overturn the 2-1 decision by a three-judge
panel of the U.S. Court of Appeals for the Fifth Circuit, which
ruling was issued on March 19, 2007.

In their Petition, the Plaintiffs ask the Supreme Court: does
liability exist under Section 10(b) of the Securities Exchange
Act of 1934 and the Securities and Exchange Commission Rule 10b
5, where an actor knowingly employs deceptive devices and
contrivances as part of a scheme to defraud investors in another
public company, but makes no affirmative misrepresentations to
the market?

The Plaintiffs contend that Section 10(b) and Rule 10b-5, which
both prohibit any person from directly or indirectly using or
employing a deceptive device or contrivance, clearly encompasses
the banks' conduct in the Enron fraud case.

William S. Lerach, Esq., at Lerach, Coughlin, Stoia, Geller,
Rudman & Robbins LLP, in San Diego, California, lead counsel for
the Plaintiffs, maintains that "[T]he banks should be held
accountable because the Fifth Circuit's decision gives other
corporations the green light to commit fraud without consequence
in the future, threatens the credibility of the securities
markets, and leaves investors without any legal recourse."

A full-text copy of the Plaintiffs' Petition to the Supreme Court
is available at no charge at http://ResearchArchives.com/t/s?1ede

Moreover, in a statement issued by the University of California,
Office of the President, the Fifth Circuit imposed "a very narrow
interpretation of the securities law to hold accountable and
liable only those who have made affirmative misstatements in the
market."

"The Enron shareholders deserve the opportunity to present their
case at trial," according to the University of California's
issued statement, citing Charles Robinson, the university's
general counsel.  "On behalf of the victims of one of the largest
securities frauds in history, we believe the law is broad enough
to include parties who intentionally engage in deceptive conduct
for the purpose of misleading investors."

Mr. Robinson added, "The evidence clearly proves that these
financial institutions were active, knowing and crucial
participants in the Enron fraud and not innocent bystanders.  We
are simply asking for our day in court."

Given the Fifth Circuit's ruling, Judge Melinda Harmon of the
U.S. District Court for the Southern District of Texas has stayed
the trial in the U.S. District Court in Houston.  No new trial
date has been set.

The University of California stated, however, that prior
settlements are not affected by the Fifth Circuit's ruling.  The
prior settlement money will be allocated to the settlement class
according to a plan of allocation, which will be presented to
Judge Harmon for approval.

The remaining defendants in the case which was set for trial
include Barclays Bank, Credit Suisse First Boston, and Merrill
Lynch, as well as several former Enron officers, including Jeff
Skilling, CEO; Richard Causey, chief accounting officer; Richard
Buy, chief risk officer; Jeff McMahon, treasurer; and Mark
Koenig, executive vice president of investor relations.

The cases against Royal Bank of Canada, Royal Bank of Scotland
and Toronto Dominion Bank have not been set for trial and are
stayed pending the appeal of the Fifth Circuit's ruling.

                      Plea for SEC Support

Representative from groups composed of individuals who lost
retirement saving in Enron's collapse asked the U.S. Securities
and Exchange Commission to endorse the shareholders' suit against
the banks, the Associated Press reports.

The SEC had no immediate comment.

                    About Enron Corporation

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.  (Enron Bankruptcy News, Issue No. 190
and 183; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


EQUITY ONE: Moody's Cuts Rating on Class B-2 Certificates to B2
---------------------------------------------------------------
Moody's Investors Service downgraded and confirmed two
certificates from a transaction issued in 2002 by Equity
One Mortgage.  The transactions are backed by first and second
lien, adjustable and fixed rate subprime mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Confirm:

Issuer: Equity One Mortgage Pass-Through Trust 2002-3

    * Class B-1, confirmed at Baa2

Downgrade:

Issuer: Equity One Mortgage Pass-Through Trust 2002-3

    * Class B-2, downgraded to B2, from Baa3


EXCO RESOURCES: Buys Anadarko's Oil Business for $749 Mil. in Cash
------------------------------------------------------------------
EXCO Resources Inc. has closed the acquisition of producing oil
and natural gas properties, acreage and other assets in multiple
fields located in the Mid-Continent area of Oklahoma and the South
and Gulf Coast areas of Texas and Louisiana from Anadarko
Petroleum Corporation for $860 million, adjusted for customary
closing adjustments for a net cash price of $749 million, subject
to post closing adjustments.

The acquisition included assets in the Golden Trend, Watonga-
Chickasha, Mocane-Laverne and Reydon areas in Oklahoma, and the
Felicia, Speaks and Cage Ranch fields in the South and Gulf Coast
areas of Texas.

On May 8, 2007, EXCO entered into and closed the sale of the
acquired properties in the South and Gulf Coast areas of Texas and
Louisiana to Crimson Exploration Company for $285 million,
adjusted for customary closing adjustments for a net cash price of
$245 million, subject to post closing adjustments, and 750,000
shares of Crimson common stock.

The Mid-Continent properties include producing properties with
current net production of approximately 51 million cubic feet
equivalent per day of natural gas and oil from approximately 1,062
producing wells.

The Mid-Continent assets contain approximately 337 Bcfe of total
proved reserves, 67% of which are proved developed, and 21 Bcfe of
probable and possible reserves, all estimated at constant NYMEX
pricing of $8 per Mcf of natural gas and $60 per barrel of oil,
adjusted for differentials.  The reserves are located in multiple
formations, including the Big 4, Bromide, Springer, Morrow,
Chester, Tonkawa, Redfork and Granite Wash.  Approximately
91% of the estimated value of the Mid-Continent reserves is
operated.  Net acreage included in the acquisition totals
approximately 200,000 acres.

In connection with the acquisition, hedges in respect of a
significant portion of estimated production for 2007, 2008 and
2009 were assumed by EXCO.

The South Texas, Gulf Coast package, which was sold to Crimson,
includes approximately 105 Bcfe of proved reserves estimated at
constant NYMEX pricing of $8 per Mcf of natural gas and $60 per
barrel of oil, adjusted for differentials, and 45 Mmcfed of
current net production.

The acquisition, net of the $245 million of cash proceeds from the
Crimson sale, was financed with $176 million of cash on hand and
$328 million drawn under EXCO's Revolving Credit Facility.

                       About EXCO Resources

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

                          *     *     *

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

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


GATEHOUSE MEDIA: Buys Gannett's 4 Newspaper Publications for 410MM
------------------------------------------------------------------
GateHouse Media Inc. completed the acquisition of four daily
newspapers from Gannett Co. Inc. for a purchase price of
$410 million.

Gannet said that the four publications GateHouse Media acquired
are:

   * Norwich (CT) Bulletin;
   * Rockford (IL) Register Star;
   * Observer-Dispatch in Utica, NY; and
   * Herald-Dispatch in Huntington, WV.

GateHouse Media disclosed that the total combined daily and Sunday
circulation of these papers is approximately 160,000 and 187,000,
respectively.

Headquartered in Fairport, New York, GateHouse Media Inc. (NYSE:
GHS), is a publisher of locally based print and online media in
the U.S.  It currently owns over 445 community publications,
including 7 white and yellow page directory publications located
in 18 states across the country, and more than 235 related
websites reaching about 9 million people on a weekly basis.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Moody's placed ratings of GateHouse Media Operating, Inc. under
review for possible downgrade, following the company's
announcement that it has signed a definitive stock and asset
purchase agreement to acquire 9 publications from The Copley
Press, Inc. for a net purchase price, including working capital
adjustments, of $380 million.

The ratings placed under review include the company's $40 million
senior secured first lien revolving credit facility, due 2014 --
B1; $670 million senior secured term loan B, due 2014 -- B1; $250
million senior secured delayed draw term loan, due 2014 -- B1;
Corporate Family rating -- B1; and Probability of Default
rating -- B2.


GE COMMERCIAL: Moody's Puts Low-B Ratings on Six 2007-C1 Certs.
---------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by GE Commercial Mortgage Corporation, Series
2007-C1 Trust.

The provisional ratings issued on April 19, 2007 have been
replaced with these definitive ratings:

    * Class A-1, $68,000,000, rated Aaa
    * Class A-2, $479,000,000, rated Aaa
    * Class A-3, $185,000,000 rated Aaa
    * Class A-AB, $54,898,000, rated Aaa
    * Class A-4, $928,800,000, rated Aaa
    * Class A-1A, $1,051,727,000, rated Aaa
    * Class A-M, $354,346,000, rated Aaa
    * Class A-MFL, $41,000,000, rated Aaa
    * Class A-J, $239,453,000, rated Aaa
    * Class A-JFL, $62,000,000, rated Aaa
    * Class B, $39,534,000, rated Aa1
    * Class C, $44,477,000, rated Aa2
    * Class D, $39,534,000, rated Aa3
    * Class E, $29,651,000, rated A1
    * Class F, $24,710,000, rated A2
    * Class G, $49,418,000, rated A3
    * Class H, $44,476,000, rated Baa1
    * Class J, $39,535,000, rated Baa2
    * Class K, $54,360,000, rated Baa3
    * Class L, $9,884,000, rated Ba1
    * Class M, $14,825,000, rated Ba2
    * Class N, $9,884,000, rated Ba3
    * Class O, $9,884,000, rated B1
    * Class P, $9,883,000, rated B2
    * Class Q, $14,826,000, rated B3
    * Class T, $54,360,462, rated NR
    * Class X-P, $3,861,731,000*, rated Aaa
    * Class X-C, $3,953,465,462*, rated Aaa

* Approximate notional amount

Moody's has withdrawn the provisional ratings of the following
class of certificates:

    * Class A-4FL, $0, WR
    * Class X-W, $0, WR


GENERAL MOTORS: Ends 2-Year Ban on Equities Trading by Executives
-----------------------------------------------------------------
General Motors Corp. allowed around 20 of its executives to trade
shares through May 31, Reuter reports.  The two-year ban, which
took effect as the company implemented a restructuring, was done
to prevent insider trading.

According to Reuters, the company's shares increased to more than
50% in 2006.

Reuters relates that among the executives who stand to gain from
the lifting of the ban include Chief Executive Rick Wagoner, Chief
Financial Officer Fritz Henderson, and Vice Chairman of Global
Product Development Robert Lutz.  These three executives have been
credited in the automaker's turnaround.  CEO Wagoner, who reduced
his base salary by 50% in 2005, will receive a $1.65 million base
salary in 2007.

The automaker however, still doesn't provide earnings forecast
which it had stopped since April 2005.

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

                          *     *     *

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

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

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


GRAY TELEVISION: Board OKs Additional 2MM Common Stock Repurchase
-----------------------------------------------------------------
Gray Television Inc.'s board of directors authorized up to an
additional 2,000,000 shares of Gray Common Stock and/or Gray Class
A Common Stock to be repurchased by Gray.  This authorization is
in addition to all approved stock repurchase authorizations and
there is no expiration date for these authorizations.

With this additional authorization and the remaining shares
available under previous authorizations, Gray may repurchase up to
an aggregate of 3.162 million shares of its Common Stock and/or
Class A Common stock.

Also, at the annual shareholder meeting held on May 2, 2007,
Gray's shareholders approved the election of all its nominated
directors and the adoption of Gray's 2007 Long-Term Incentive Plan
as proposed in Gray's 2007 proxy statement.

Headquartered in Atlanta, Georgia, Gray Television Inc. (NYSE: GTN
and GTN.A) -- http://www.gray.tv/-- is a television broadcast
company.  Including its pending acquisition of WNDU-TV, South
Bend, IN, Gray operates 36 television stations serving 30 markets.
Each of the stations is affiliated with CBS (17 stations), NBC (10
stations), ABC (8 stations), or Fox (1 station).  In addition,
Gray currently operates seven digital multi-cast television
channels in seven of its existing markets, which are affiliated
with either UPN or Fox.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Gray Television Inc. to 'B' from 'B+' and removed the
ratings from CreditWatch, where they were placed with negative
implications on Sept. 11, 2006.  The rating outlook is stable.


GSV INC: Extends and Renews 8% Convertible Note With Emerald
------------------------------------------------------------
GSV Inc. and D. Emerald Investments Ltd. have agreed to extend
and renew an 8% convertible promissory note in the principal
amount of $200,000 and a warrant to purchase 1,142,857 shares of
GSV's common stock, par value $.001 per share, at an exercise
price of $.70 per share.

The Note and Warrant, GVS Inc. said, were issued pursuant to a
Purchase Agreement dated as of May 11, 2004 between Emerald and
GSV, and had previously been amended by agreements dated as of
May 10, 2005, and May 10, 2006, between the parties.  Under the
terms of the Agreement, the maturity date of the Note was extended
from Jan. 10, 2008, to July 10, 2008, and Emerald's right to
convert the Note and all accrued interest on the Note into common
stock at a price of $.70 per share was extended until any time
prior to July 10, 2008.  The term of the Warrant was also extended
from May 10, 2007 to May 10, 2008.

The company further relates that the interest under the Note is
payable quarterly in arrears.  The Note continues to provide that
if the principal and interest due on the maturity date is not
paid, the Note will bear interest at a default rate of 12% per
annum.  Upon the occurrence of an event of default, Emerald may,
at its sole option, declare the entire principal amount of the
Note and any interest due thereon immediately due and payable.

GVS Inc. explains that in the events of default include failure to
pay the principal amount on the maturity date or any interest when
due, commencement by GSV or against GSV of any  proceeding or
other action  relating to  bankruptcy or reorganization, GSV's
breach or failure to perform or observe any obligation contained
in the Note, Purchase  Agreement or Warrant or GSV's  failure to
ensure that any conversion of the Note is effected upon request.

                       Going Concern Doubt

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

The auditing firm added that the company's expected future sources
of revenue will be derived from its investments in oil and gas,
but the attainment of profitability from these investments is not
assured.

The company will be required to obtain financing to fund drilling
and development to recover its investment in geologic studies and
to pay certain debts as it becomes due.  In addition, the
discovery of proved reserves in properties under evaluation is not
assured.

                          About GSV Inc.

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


H&C DISPOSAL: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: H&C Disposal Company
        fdba H&C Sharp Recycling
        P.O. Box 467
        Hawthorne, CA 90250

Bankruptcy Case No.: 07-13812

Type of Business: The Debtor is the exclusive waste disposal
                  contractor for Hawthorne City residents in
                  California.  See http://www.hncdisposal.com/

Chapter 11 Petition Date: May 10, 2007

Court: Central District Of California (Los Angeles)

Debtor's Counsel: William H. Brownstein, Esq.
                  1250 Sixth Street, Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581

Total Assets: $3,000,800

Total Debts: $13,353,753

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
City of Hawthorne                franchise fees      $1,500,000
4455 West 126th Street
Hawthorne, CA 90250

Netbank Business                 line of credit        $500,000
P.O. Box 2597
Columbia, SC 29202

Bank of the West                 line of credit        $500,000
Attention: Rick Lopez
10230 South Paramount
Boulevard
Downey, CA 90241

Internal Revenue Service         unpaid payroll        $350,000
300 North Los Angeles Street     taxes
Room 4062
Los Angeles, CA 90012

McKenna & Long & Aldridge,       attorney fees         $225,000
L.L.C.

Trutanich-Michel                                       $182,610

David Taylor                                           $150,000

Zarn, L.L.C.                                           $122,614

Driver Alliant                                          $95,000

J.B. Rel International                                  $70,000

State Compensation Insurance                            $45,000
Fund

American Transfer                                       $40,000

Collins Trust                                           $32,000

Blue Shield of California                                   $45


HANCOCK FABRICS: Panel Taps Saul Ewing as Delaware Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Hancock Fabrics
Inc. and debtor-affiliates' bankruptcy cases seek the United
States Bankruptcy Court for the District of Delaware's authority
to retain Saul Ewing, LLP, as its Delaware counsel, nunc pro tunc
to April 4, 2007.

The Creditors Committee has selected Saul Ewing because its
members and associates possess extensive knowledge and
considerable expertise in the fields of bankruptcy, insolvency,
and reorganizations, Michael McDonagh, co-chairperson of the
Creditors Committee, tells the Court.

As Delaware counsel, Saul Ewing will:

   (a) advise the Creditors Committee with respect to its rights,
       duties and powers in the Debtors' bankruptcy cases;

   (b) assist and advise the Creditors Committee in its
       consultation with the Debtors relative to the
       administration of the bankruptcy cases;

   (c) assist the Creditors Committee in analyzing the claims and
       the Debtors' capital structure and in negotiating with
       holders of claims and equity interests;

   (d) assist the Creditors Committee in its investigation of the
       acts, conduct, assets, liabilities and financial condition
       of the Debtors and the operation of the Debtors'
       businesses;

   (e) assist the Creditors Committee in its investigation of the
       liens and claims of the Debtors' prepetition lenders and
       the prosecution of any claims or causes of action revealed
       by the investigation;

   (f) assist the Creditors Committee in its analysis of, and
       negotiations with, the Debtors or any third party
       concerning matters related to, among other things, the
       assumption or rejection of certain leases of non
       residential real property and executory contracts, asset
       dispositions, financing of other transactions and the
       terms of a plan of reorganization and accompanying
       disclosure statements;

   (g) assist and advise the Creditors Committee as to its
       communications to unsecured creditors regarding
       significant matters in the bankruptcy cases;

   (h) represent the Creditors Committee at hearings and other
       proceedings;

   (i) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Creditors Committee as to their propriety;

   (j) assist the Creditors Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives; and

   (k) prepare, on behalf of the Creditors Committee, any
       pleadings, including without limitation, motions,
       memoranda, complaints, adversary complaints, objections or
       comments in connection with the bankruptcy cases.

Saul Ewing will be paid according to its customary hourly rates:

      Professional                         Hourly Rate
      ------------                         -----------
      Partners                            $335 to $650
      Special Counsel                     $250 to $440
      Associates                          $175 to $330
      Paraprofessionals                    $95 to $215

The Creditors Committee anticipates retaining these lead
professionals from Saul Ewing:

      Professional                         Hourly Rate
      ------------                         -----------
      Mark Minuti, Esq.                       $475
      Jeremy Ryan, Esq.                       $330
      Patrick Reilley, Esq.                   $260
      G. David Dean, Esq.                     $235
      Pauline Ratkowiak, Esq.                 $165

Saul Ewing will also be reimbursed for any necessary out-of-
pocket expenses it incurs.

Mark Minuti, Esq., a partner at Saul Ewing, assures the Court
that his firm does not represent any interest adverse to the
Creditors Committee, the Debtors and their estates.

Mr. Minuti adds that Saul Ewing is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                       About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.

The Debtors exclusive period to file a chapter 11 plan expires on
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 7,
http://bankrupt.com/newsstand/or 215/945-7000).


HANCOCK FABRICS: Panel Picks Grant Thornton as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Hancock Fabrics
Inc. and debtor-affiliates' bankruptcy cases seek the authority of
the United States Bankruptcy Court for the District of Delaware to
retain Grant Thornton LLP as its financial advisor, nunc pro tunc
to April 4, 2007.

The Debtors are large, complex enterprises and the Official
Committee of Unsecured Creditors requires the services of an
experienced financial advisor, Mukesh Bhat, the Committee's co-
chairperson, tells the Court.

As financial advisor, Grant Thornton will assist and advise the
Creditors Committee in the analysis of:

   (a) the Debtors' current financial position;

   (b) the Debtors' business plans, cash flow projections,
       restructuring programs, selling, general and
       administrative structure and other reports prepared by the
       Debtors;

   (c) proposed transactions or other actions for which the
       Debtors or other parties-in-interest seek Court approval,
       including the evaluation of competing bids in connection
       with the divestiture of corporate assets, DIP financing or
       use of cash collateral;

   (d) the Debtors' internally prepared financial statements and
       related documentation to evaluate performance of the
       Debtors as compared to their projected results;

   (e) the development, evaluation and documentation of any plan
       of reorganization or strategic transactions; and

   (f) the Debtors' hypothetical liquidation analyses under
       various scenarios.

Grant Thornton will also assist and advise the Creditors
Committee in other services, including other bankruptcy
reorganization and related litigation support efforts, tax
services, valuation assistance, corporate finance, management and
administrative advice, and compensation and benefits.

Furthermore, Grant Thornton will attend and advise at meetings
with the Creditors Committee and its counsel and the Debtors'
representatives and other parties.

Grant Thornton will be paid according to its standard hourly
rates, subject to a 15% discount:

      Professional                        Hourly Rates
      ------------                        ------------
      Partner/Principal/Director          $575 to $625
      Senior Manager                      $455 to $520
      Manager                             $390 to $425
      Senior Consultant                   $270 to $340
      Consultant                          $205 to $215
      Paraprofessional                     $75 to $150

In addition to professional fees, Grant Thornton will be
reimbursed for any reasonable and necessary expenses, including
travel, report production, delivery services and other costs.

James A. Peko, a principal at Grant Thornton, assures the Court
that his firm does not represent any interest adverse to the
Creditors Committee, and is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Peko discloses that Grant Thornton has provided, may
currently provide and may in the future provide services to
Morris, Nichols, Arsht & Tunnell, LLP, and Saul Ewing, in matters
unrelated to the Debtors' bankruptcy cases.

Mr. Peko adds that Morris Nichols, Saul Ewing and Cooley Godward
Kronish, LLP, may have provided, may currently provide and may in
the future provide services to Grant Thornton in matters unrelated
to the Debtors' bankruptcy cases.

                      About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.

The Debtors exclusive period to file a chapter 11 plan expires on
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 7,
http://bankrupt.com/newsstand/or 215/945-7000).


HAYES LEMMERZ: Unit Commences Offer to Repurchase 101/2% Sr. Notes
------------------------------------------------------------------
Hayes Lemmerz International Inc. disclosed that on May 8, 2007,
its indirect subsidiary, HLI Operating Company Inc., commenced a
cash tender offer to repurchase all of its outstanding 101/2%
Senior Notes Due 2010 (CUSIP No. 404216AB9), under the terms
and conditions stated in HLI's Offer to Purchase and Consent
Solicitation Statement dated May 8, 2007, and the related Letter
of Transmittal and Consent for Tender Offer.

The tender offer and consent solicitation for the Notes is
conditioned on the satisfaction of certain conditions, including,
but not limited to:

   * the valid tender on or prior to the Consent Date of at least
     a majority of the aggregate principal amount of Notes
     outstanding not owned by HLI or any of its affiliates;

   * receipt by the Company upon completion of the Rights Offering
     of net cash proceeds sufficient to fund:

     i. the purchase of all Notes validly tendered in the tender
        offer;

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

   iii. the amendment or refinancing of the Existing Credit
        Facility; and

    iv. the execution of the Supplemental Indenture on or promptly
        following receipt of the requisite consents.

HLI said that it is also soliciting consents to amend the
indenture governing the Notes.  The proceeds of the Company's
previously announced $180 million equity rights offering will be
used by HLI to repurchase the Notes.  Currently, the aggregate
principal amount of Notes outstanding is $157 million.

HLI further explains that the tender offer and consent
solicitation for the Notes are part of a recapitalization of the
Company and its subsidiaries that includes the Rights Offering and
a proposed new senior secured credit facility in the aggregate
principal amount of $495 million that will be used, together with
additional indebtedness of approximately $150 million to be
incurred by the company, to refinance debt under the Company's
Amended and Restated Credit Agreement dated as of April 11, 2005,
and related documents, to pay related transaction costs, fees, and
expenses, to provide working capital, and for other general
corporate purposes.

Hayes Lemmerz said that holders who validly tender their Notes and
deliver their consents to the proposed amendments to the indenture
on or prior to 5:00 p.m., New York City time, on May 21, 2007,
unless extended or earlier terminated, will be eligible to receive
the "Total Consideration" for the Notes.

Hayes Lemmerz also states that the "Total Consideration" to be
paid for each $1,000 of principal amount of Notes validly tendered
and accepted for purchase, subject to the terms and conditions of
the Offer to Purchase, will be paid in cash and will be based on a
fixed spread pricing formula.  HLI expects to determine the Total
Consideration on May 21, 2007, based upon a fixed spread of 50
basis points over the yield on the 3.625% U.S. Treasury Note due
June 30, 2007.

The Total Consideration includes a consent payment equal to $30
per $1,000 in principal amount of Notes, Hayes Lemmerz noted.

Tendered Notes may not be withdrawn and consents may not be
revoked after the Consent Date. The tender offer will expire at
11:59 p.m., New York City time, on Tuesday, June 5, 2007, unless
extended or earlier terminated by HLI.  Holders of Notes who
tender their Notes after the Consent Date and on or before the
expiration date will receive the Tender Offer Consideration, which
is the Total Consideration minus the Consent Payment.

In each case, holders whose Notes are accepted for payment in the
tender offer will receive accrued and unpaid interest in respect
of such purchased Notes from the last interest payment date to,
but not including, the applicable payment date for Notes purchased
in the tender offer.

Concurrently with the tender offer, HLI said that its is
soliciting consents to amend the indenture governing the Notes.
The proposed amendments to the indenture governing the Notes will,
among other things, eliminate substantially all restrictive
covenants, certain related events of default and conditions on the
defeasance of the Notes, and certain limitations on the ability of
HLI and the Company to merge, consolidate, sell all or
substantially all of their assets, and enter into similar
transactions.

In addition, the proposed amendments will permit notice of
redemption of the Notes and the intended redemption thereof to
occur on the same day.  On or promptly after receipt of the
requisite consents, HLI and the trustee under the indenture will
execute an amendment to the indenture, the amended provisions of
which will not become operative until the date on which HLI
purchases those Notes validly tendered on or prior to the
Consent Date.

              About Hayes Lemmerz International Inc.

Hayes Lemmerz International, headquartered in Northville,
Michigan, is a global supplier of steel and aluminum automotive
and commercial vehicle highway wheels, as well as aluminum
components for brakes, powertrain, suspension, and other
lightweight structural products.  Worldwide revenues approximate
US$2.2 billion.  The company has 33 facilities worldwide
including India, Brazil and Germany, among others.

                          *    *    *

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

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


HYDROCHEM INDUSTRIAL: Agrees to be Acquired by Aquilex's Affiliate
------------------------------------------------------------------
HydroChem Industrial Services Inc. has signed an agreement to be
acquired by Aquilex Holdings LLC, through a wholly owned
subsidiary, from funds managed by Oaktree Capital Management LLC.

Harvest acquired Aquilex and its subsidiary Welding Services Inc.
in January 2007.  WSI is a global provider of outsourced specialty
welding solutions, providing critical field and shop services to
the nuclear, fossil power, refinery/petrochemical, and other
process industries.  Both HydroChem and WSI are well positioned to
capitalize on the positive trends in the energy market that are
increasing demand for industrial cleaning services including:

   a) an aging infrastructure;

   b) lower grade feedstocks;

   c) higher capacity and utilization in the petrochemical and
         refining industries;

   d) increasing emphasis on safety; and

   e) customer, vendor and industry consolidation.

"The company is excited to bring HydroChem into the Aquilex
family," Michael B. DeFlorio, senior managing director at Harvest,
said.  "The company believes the businesses are complementary to
one another and will strengthen Aquilex's service offering, allow
it to enter and increase penetration of new markets, and help to
solidify its reputation in the market place."

"The company is thrilled by the acquisition of HydroChem, which
will further the company's strategy of providing complementary,
value-added services to its customers," Bill Varner, president and
ceo of Aquilex Corporation, added.  "With the combination of
HydroChem and WSI, Aquilex will be able to leverage the
relationships and services of both market leaders."

Harvest Partners' vice president Christopher Whalen and associate
David Schwartz also worked on the transaction.

RBS Securities Corporation and Credit Suisse are providing the
financing to Aquilex.

                      About Harvest Partners

Headquartered in New York City, Harvest Partners --
http://www.harvpart.com/-- is a private equity investment firm,
founded in 1981, that is pursuing management buyouts and growth
financings of middle-market businesses.  Focused on light
industrial, consumer/retail and business services businesses,
Harvest Partners has over 25 years of experience investing in
companies located in North America.

              About Aquilex Holdings/Welding Services

Aquilex Holdings LLC is one of Harvest Partners LLC's portfolio
companies and was founded as a platform of global complementary
businesses providing maintenance, repair and overhaul services
with associated engineering and technical support to a variety of
heavy industries, both domestically and internationally, including
power generation, oil and gas processing, chemical and
petrochemical production, pulp and paper mills and steel and metal
refining.  Aquilex's operating subsidiary Welding Services Inc. is
a global provider of outsourced specialty welding solutions,
providing critical field and shop services to the nuclear, fossil
power, refinery/petrochemical, pulp and paper and other process
industries.

                About HydroChem Industrial Services

Headquartered in Deer Park, Texas, HydroChem Industrial Services
Inc. -- http://www.hydrochem.com/-- provides industrial cleaning
services to a diversified client base of over 800 customers, often
under long-term contracts, including Fortune 500 and S&P Global
1200 companies.  The company offers hydroblasting, industrial
vacuuming, chemical cleaning, tank cleaning and related services
at over 96 operating locations, many of which are on the Gulf
Coast. The company's revenues are generated from services to the
petrochemical industry, oil refining, utilities, pulp and paper
mills, with the remainder coming from other industries.


HYDROCHEM INDUSTRIAL: Company Sale Cues S&P's Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
HydroChem Industrial Services Inc. to stable from positive
following the announcement that the company has agreed to be
acquired by the private equity firm Harvest Partners LLC and its
portfolio company Aquilex Holdings LLC.

"The outlook revision to stable from positive reflects the lower
likelihood of an upgrade in the next two years," said Standard &
Poor's credit analyst Robyn Shapiro.

The partly debt-financed acquisition increases debt leverage and
represents a temporary setback in terms of credit quality.
However, based on the expectation for continued favorable business
conditions, credit measures are likely to remain in a range
appropriate for the current ratings, including funds from
operations to total debt of around 10%.

At the same time, S&P affirmed its 'CCC+' rating on the company's
senior subordinated notes due 2013 and the 'B' corporate credit
rating.

The terms of the notes include a provision that grants noteholders
the right to require the purchase of all of the notes upon a
change of control.  The company intends to seek an amendment to
this provision, so that the notes will remain outstanding
following the acquisition.  However, any portion of the
outstanding notes tendered in conjunction with the acquisition,
would be refinanced with a proposed $100 million delayed draw
first-lien term loan and $50 million delayed draw second-lien term
loan.

The ratings on Deer Park, Texas-based HydroChem reflect a
relatively narrow scope of operations, a concentrated customer
base, high debt leverage, and modest free cash generation.  These
factors are only somewhat offset by the company's position as a
leading participant in the $2.5 billion domestic market for
industrial cleaning services, with relatively stable revenues
supported by long-term contracts and recurring services.

With revenues of about $250 million, HydroChem offers industrial
cleaning services, including high-pressure water cleaning,
chemical cleaning, industrial vacuuming, tank cleaning, and
related services to the petrochemical (about 50% of revenues), oil
refining (about 25%), utilities (about 10%), and other process
industries.  Services offered are typically part of customers'
recurring maintenance programs that improve operating efficiency
and extend the useful lives of equipment and facilities.


INDUSTRIEPLANUNG FISCHER: Chapter 15 Petition Summary
-----------------------------------------------------
Petitioner: Angelika Amend

Debtor: IndustriePlanung Fischer Aktiengesellschaft
        P.O. Box 877
        Wetumpka, Al 36092

Case No.: 07-30662

Type of Business: The Debtor was a German stock corporation
                  that provided engineers for general contracting
                  operations.  See
                  http://www.ip-fischer.de/de_index.html

                  In June 30, 2006, a bankruptcy proceedings was
                  initiated in Germany pursuant to the German
                  Bankruptcy Act and Angelika Amend was appointed
                  as insolvency administrator of the estate.  A
                  meeting of creditors was held on Aug. 14, 2006.

                  On June 19, 2006, subsidiary I.P.F. America,
                  Inc., filed a lawsuit against both Eisenmann
                  Corp. and Hyundai Motor Manufacturing of Alabama
                  seeking claims for damages from violations of
                  the Alabama Prompt Pay Act (by both defendants)
                  and the plaintiff's recording of a lien against
                  the property of Hyundai.

                  In Aug. 22, 2006, Eisenmann Corp. filed a
                  third-party complaint and a counterclaim that
                  sought to recover a claim of $805,743 from
                  several agreements between parent, Eisenmann
                  Fodertechnik GmbH  & Co. KG (Eisenmann Germany),
                  and the Debtor.  Eisenmann also sought a right
                  to set-off any damages it may be liable for
                  under the Alabama case by asserting the same
                  claim of $805,743.  Eisenmann further sought a
                  $2.3 million set-off of its third-party
                  complaint for a debt allegedly owed to it by the
                  Debtor.  Finally, Eisenmann also sought a
                  $3 million award for a misrepresentation claim
                  both itself and parent Eisenmann Germany had
                  asserted against both I.P.F. America and the
                  Debtor.

Chapter 15 Petition Date: May 9, 2007

Court: Middle District of Alabama (Montgomery)

Petitioner's Counsel: Robert Wayne Hendrick, Esq.
                      Hendrick & Hendrick
                      P.O. Box 877
                      Wetumpka, AL 36092
                      Tel: (334) 263-0014
                      Fax: (334) 215-0446

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


INFRASOURCE: FTC and DOJ Terminates Acquisition Waiting Period
--------------------------------------------------------------
InfraSource Services Inc. and Quanta Services Inc. disclosed that
the Federal Trade Commission and the United States Department of
Justice have granted early termination of the mandatory waiting
period in connection with the proposed acquisition of InfraSource
by Quanta under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.

As reported on March 19, 2007, Quanta and InfraSource said that
they have agreed under which Quanta will acquire InfraSource in an
all-stock transaction valued at approximately $1.26 billion as of
the date of announcement.

The transaction remains subject to the approval of Quanta's and
InfraSource's stockholders, as well as the satisfaction of other
previously disclosed closing conditions.  Quanta and InfraSource
says that they expect the merger to be completed during the third
quarter of 2007.

"We are pleased to receive notification of early termination
from the FTC," said John R. Colson, chairman and chief executive
officer of Quanta Services.  "This clears the path, from an
antitrust standpoint, for us to move forward with securing
stockholder approval and closing the transaction in the third
quarter."

                    About Quanta Services Inc.

Headquartered in Houston, Texas, Quanta Services, Inc. (NYSE:PWR)
-- http://www.quantaservices.com/-- provides specialized
contracting services, delivering end-to-end network solutions for
electric power, gas, telecommunications and cable television
industries.  The company's comprehensive services include
designing, installing, repairing and maintaining network
infrastructure nationwide.

                 About InfraSource Services Inc.

InfraSource Services, Inc. (NYSE: IFS) is a specialty contractor
servicing utility transmission and distribution infrastructure in
the United States. InfraSource designs, builds and maintains
transmission and distribution networks for utilities, power
producers and industrial customers.

                          *     *     *

Standard and Poor's assigned Infrasource Services Inc.'s Foreign
and Local Issuer Credit at BB- on May 7, 2004.


INT'L PAPER: Will Shut Down Milk Carton Plant in Montreal on July
-----------------------------------------------------------------
International Paper will shut down its milk and cream carton
manufacturing plant located in Longueuil on the South Shore of
Montreal, Canada.  The closure was announced by Evergreen
Printing, which acquired International Paper a few weeks ago.

The 36 members of Teamsters Local Union 555M will thus lose their
jobs next July.

In addition to the plant on the South Shore of Montreal, Evergreen
Printing will also be shutting down plants in London, Ontario, and
Boston, Massachusetts.  The Longueuil plant was considered as one
of the most profitable in the industry in North America.

"We are both disappointed and angered by the company's decision.
We wrongfully believed that a profitable and productive plant
would protect our members from a hostile and unjustified
restructuring effort," stated with indignation the president of
Teamsters Local Union 555M, Larry Myles.

"Since several months now, Evergreen Printing's American plants
have difficulty filling their order books.  It's the main reason
for the shutdown of the Longueuil plant.  Even so, labour
relations were great before International Paper was acquired by
Evergreen and we had confidence in the future," added Myles.

For the first quarter of 2007, International Paper declared
dividends of $0.25 per share.  That was before it was sold to
Evergreen Printing.

"The question now at hand is whether the big clients of the
Longueuil plant, Natrel, Saputo and Parmalat, will accept to have
their cartons printed south of the border.  I do hope that they
decide to act like good corporate citizens," concluded Myles.

                    About International Paper

Based in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is in the
forest products industry for more than 100 years.  The company is
currently transforming its operations to focus on its global
uncoated papers and packaging businesses, which operate and serve
customers in the U.S., Europe, South America and Asia.  Its
South American operations include, among others, facilities in
Argentina, Brazil, Bolivia, and Venezuela.  These businesses are
complemented by an extensive North American merchant distribution
system.  International Paper is committed to environmental,
economic and social sustainability, and has a long-standing policy
of using no wood from endangered forests.

                          *     *     *

International Paper Co. carries Moody's Investors Service Ba1
senior subordinate rating and Ba2 Preferred Stock rating.


INTERNATIONAL FUEL: Posts $1.2 Mil. Net Loss in Qtr Ended March 31
------------------------------------------------------------------
International Fuel Technology Inc. reported a net loss of
$1,176,273 on revenues of $11,872 for the first quarter ended
March 31, 2007, compared with a net loss of $1,382,682 on revenues
of $153,840 for the same period last year.

Sales revenue in the first quarter of 2006 included sales to Fuel
Technologies Ltd. of $139,209, a related party.

Total operating expense decreased $355,095 for the three months
ended March 31, 2007, when compared to operating expense of
$1,554,187 for the three-month period ended March 31, 2006.  The
decrease from the prior period was primarily attributable to a
decrease in stock compensation expense and a decrease in cost of
operations, due to less sales activity in the first quarter of
2007.

At March 31, 2007, the company's balance sheet showed $4,204,757
in total assets, $661,058 in total liabilities, and $3,543,699 in
total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1eb1

                        Going Concern Doubt

BDO Seidman LLP, in Chicago, expressed substantial doubt about
International Fuel Technology Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and cash
outflows from operating activities.

                     About International Fuel

Based in St. Louis, Missouri, International Fuel Technology Inc.
(OTC BB: IFUE.OB) -- http://www.internationalfuel.com/-- is a US
company that has developed a series of unique fuel additive
formulations.  Unlike most fuel additives, IFT's additives are
non-petroleum based, environmentally friendly detergent
substances, known as surfactants.  IFT has a number of patents
pending pertaining to its fuel additives and proprietary fuel
blends.


INTERPUBLIC GROUP: Posts $125.9 Mil. Net Loss in Qtr Ended Mar 31
-----------------------------------------------------------------
The Interpublic Group of Companies Inc. reported a net loss of
$125.9 million for the first quarter ended March 31, 2007,
compared with a net loss of $170.2 million a year ago.

First quarter 2007 revenue of $1.36 billion, compared to
$1.33 billion the same period a year ago.

During the first quarter, operating expenses decreased to
$1.48 billion in 2007, from $1.49 billion last year.

Operating loss in the first quarter of 2007 was $124.2 million,
compared to a loss of $159.6 million in 2006.

"Last year, we reversed a multi-year organic revenue decline and
put the company back on a positive organic trajectory.  This
quarter, we began to build on this accomplishment.  We also saw
continued good progress in lowering office and general expenses,"
said Michael I. Roth, Interpublic's chairman and chief executive
officer.

"Our operating units are focused on delivering integrated and
accountable solutions to our clients.  We will continue to assist
them by developing our talent base and investing in emerging
markets and digital capabilities.  Going forward, we must increase
the rate of improvement in organic growth, as well as aggressively
address staff costs.  We remain on target to achieve our operating
plan for 2007, which puts us in position to meet the turnaround
goals that we have communicated to the market."

During the first quarter, salaries and related expenses were
$988.8 million, up 4.0% compared to the same period in 2006.  This
increase reflects higher base salaries to support growth in
certain of the company's businesses, stock compensation expense
and accruals for bonus awards.

Compared to the same period in 2006, first quarter 2007 office and
general expenses decreased 7.5% to $495.1 million, driven by
continued reductions in professional fees, mainly for finance-
related projects.

Net interest expense in the first quarter of 2007 was $6.3 million
higher compared to the same period in 2006, primarily attributable
to non-cash items related to the amortization of issuance costs
and deferred warrant costs incurred as a result of the ELF
financing transaction completed in the second quarter of 2006.

The income tax benefit in the first quarter of 2007 was
$25.7 million, compared to a benefit of $8.8 million in the same
period of 2006.

At March 31, 2007, cash, cash equivalents and marketable
securities totaled $1.52 billion, compared to $1.96 billion at the
end of 2006.  Total debt was $2.3 billion as of March 31, 2007,
virtually unchanged from Dec. 31, 2006.

At March 31, 2007, the company's balance sheet showed
$11.09 billion in total assets, $9.26 billion in total
liabilities, and $1.83 billion in total stockholders' equity.

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

                     About Interpublic Group

New York-based, Interpublic Group of Companies Inc. (NYSE: IPG)
-- http://www.interpublic.com/-- is one of the world's leading
organizations of advertising agencies and marketing services
companies.  Major global brands include Draftfcb, FutureBrand,
GolinHarris International, Initiative, Jack Morton Worldwide, Lowe
Worldwide, MAGNA Global, McCann Erickson, Momentum, MRM Worldwide,
Octagon, Universal McCann and Weber Shandwick.  Leading domestic
brands include Campbell-Ewald, Carmichael Lynch, Deutsch, Hill
Holliday, Mullen and The Martin Agency.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services assigned a 'CCC' rating to the
$525 million 5-1/4% Series B cumulative convertible perpetual
preferred stock of The Interpublic Group of Cos.

The new rating is three notches below the 'B' corporate credit
rating on the company.


INTERSTATE HOTELS: Picks H. Eric Bolton to its Board Of Directors
-----------------------------------------------------------------
Interstate Hotels & Resorts has appointed H. Eric Bolton to its
board of directors.

Bolton is chairman, chief executive officer and president of
Memphis, Tennessee-based Mid-America Apartment Communities Inc., a
real estate investment trust that specializes in the acquisition,
ownership and operation of apartment communities.  He joined the
company shortly after its initial public offering in 1994 as
director of new development, became president and coo and a
director of the company in 1997, ceo in 2001 and board chairman in
2002.  His expertise in multi-family real estate includes new
development, redevelopment, acquisitions/dispositions and property
management.  In 2002, Multifamily Magazine named him the National
Multifamily Executive of the Year.

He has served as chief financial officer of Trammell Crow Asset
Management, the institutional investment arm of Trammel Crow
Company in Dallas, responsible for managing institutional capital
investment funds.  Prior to that, Bolton was chief financial
officer of the consumer loan division of First Gibraltar Savings
and Loan in Dallas.

"Eric brings a unique combination of skills and hands-on
experience to the table," Paul W. Whetsell, Interstate's chairman
of the board, said.  "In addition to more than 20 years of
experience in real estate acquisitions and finance, he has a solid
grounding in the operating side of the business."

"Eric's wealth of experience in finance and real estate makes him
an valuable addition to the company's board," Thomas Hewitt, chief
executive officer, said.  "Specifically, his extensive knowledge
of investments and capital markets will be a great resource to the
company as it continues to execute on its growth strategy to
acquire hotel real estate, both wholly-owned and through joint
ventures."

The Chicago-based firm Ferguson Partners Ltd. led the executive
search.

                      About Interstate Hotels

Headquartered in Arlington, Virginia, Interstate Hotels & Resorts
-- http://www.ihrco.com/-- operates 203 hospitality properties
with more than 46,000 rooms in 36 states, the District of
Columbia, Belgium, Canada, Ireland and Russia, as of April 30,
2007.  In addition, Interstate Hotels & Resorts has contracts to
manage 13 hospitality properties with 4,000 rooms currently under
development.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2007,
Moody's Investors Service raised the corporate family rating of
Interstate Hotels & Resorts to B1, from B2, and revised its rating
outlook to stable.


IPSCO INC: To Be Acquired by SSAB for $7.7 Billion
--------------------------------------------------
IPSCO Inc. and Svenskt Stal AB have entered into an agreement
providing for IPSCO to be acquired by SSAB for $160 per share in
cash for a total equity value of $7.7 billion.

The transaction has been approved by the Boards of Directors of
both companies, and will be completed by way of a plan of
arrangement under applicable Canadian law.  It will require the
approval of 66 2/3% of the votes cast by shareholders of IPSCO at
a special meeting to be called to consider the arrangement, as
well as court approval ruling on the fairness of the transaction.
The transaction will also be subject to certain other customary
conditions.

SSAB has received commitments for bank financing of the
acquisition.  SSAB intends to pursue a SEK 10 billion rights
offering during 2007.

The transaction is expected to be accretive for SSAB and to
generate annual post tax synergies of SEK 600 million, with the
major part to be realized in the next two years.

The closing of the transaction is not conditional on SSAB
obtaining financing.

IPSCO President and Chief Executive Officer, David Sutherland
stated, "This transaction delivers significant value to IPSCO's
shareholders.  It also joins IPSCO with a leading player in the
global steel industry and reinforces our already solid position as
a leading supplier of steel plate and energy tubulars in North
America.  SSAB is a highly regarded company with a first-rate work
force that shares many similar values with IPSCO, including a
commitment to quality products, workplace safety, and
manufacturing excellence.  As part of this new, larger company, we
will have a more diversified product offering that will enhance
our ability to better serve both existing and new customers."

SSAB President and Chief Executive Officer, Olof Faxander, said,
"The acquisition of IPSCO represents a further step in SSAB's 2010
strategy towards global leadership in value added steel.  Through
this transaction, SSAB will accelerate its growth and acquire a
platform for future expansion and market presence in North
America.  The transaction will result in an immediate and
significant accretion to SSAB's earnings and cash flow, bringing
significant strategic and financial benefit to SSAB."

"We are very excited about this opportunity to combine two of the
most successful and profitable steel companies in the world.
IPSCO's state-of-the-art facilities and their world-class
effectiveness in combination with SSAB's leading technology,
unique product and process capabilities and first-class service
model will create value for our customers and our shareholders,"
Olof Faxander continued.

IPSCO's lead financial advisor was Goldman, Sachs & Co., and RBC
Capital Markets was co-advisor.  IPSCO was represented by Davis
Polk & Wardwell and Osler Hoskin & Harcourt LLP.

Greenhill & Co., LLC is acting as lead financial advisor,
Handelsbanken Capital Markets as co-financial advisor, White &
Case LLP as U.S. counsel to SSAB, and Bennett Jones LLP as
Canadian counsel to SSAB.

                            About SSAB

Svenskt Stal AB (STO: SSAB.A, SSAB.B) -- http://www.ssab.se/-- is
a Swedish based publicly traded corporation dealing with Quenched
& Tempered heavy plate and EHS/UHS steel sheet.  The group
comprises four divisions: Division Sheet and Division Heavy Plate
are the steel operations with steel shipments of 3.1 million
metric tonnes in 2006, Plannja is a processing company in building
products, and Tibnor is the group's trading arm supplying a broad
product range of steel and metals.  The group has sales revenues
of almost $4.6 billion.  SSAB has 8,800 employees and has
operations or offices in over 40 countries and a worldwide sales
presence.

                         About IPSCO Inc.

Located at Regina, Saskatchewan, IPSCO Inc. (NYSE/TSX:IPS) --
http://www.ipsco.com/-- is a leading producer of energy tubulars
and steel plate in North American with an annual steel making
capacity of 4.3 million tons.  IPSCO operates four steel mills,
eleven pipe mills, and scrap processing centers and product
finishing facilities in 25 geographic locations across the United
States and Canada.  The company's pipe mills produce a wide range
of seamless and welded energy tubular products including oil & gas
well casing, tubing, line pipe and large diameter transmission
pipe.  Additionally, IPSCO is a provider of premium connections
for oil and gas drilling and production.


J.P. MORGAN: Fitch Affirms Low-B Ratings on Five Certificates
-------------------------------------------------------------
Fitch upgrades JP Morgan Commercial Mortgage 2003-PM1 as:

    -- $27.5 million class D to 'AA+'' from 'AA';
    -- $13 million class E to 'AA' from 'AA-';
    -- $15.9 million class F to 'A+' from 'A';
    -- $13 million class G to 'A' from 'A-';
    -- $18.8 million class H to 'BBB+' from 'BBB'.

In addition, Fitch affirms the ratings on these classes:

    -- $14.3 million class A-1 at 'AAA';
    -- $114.4 million class A-2 at 'AAA';
    -- $82.6 million class A-3 at 'AAA';
    -- $282 million class A-4 at 'AAA';
    -- $386.2 million class A-1A at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA';
    -- $33.2 million class B at 'AAA';
    -- $13 million class C at 'AAA';
    -- $15.9 million class J at 'BBB-';
    -- $7.2 million class K at 'BB+';
    -- $8.7 million class L at 'BB';
    -- $7.2 million class M at 'B+';
    -- $4.3 million class N at 'B';
    -- $2.9 million class P at 'B-'.

Fitch does not rate the $20.2 million class NR certificates.

The upgrades reflect the increased credit enhancement levels from
an additional defeasance of five loans (3.8%) and scheduled
amortization since Fitch's last rating action.  As of the April
2007 distribution date, the pool's aggregate certificate balance
has decreased 9.3% to $1.05 billion from $1.16 billion at
issuance.  13 loans (16.1%), including the largest loan in the
transaction, have defeased since issuance.  To date, the
transaction has not incurred any losses.

Currently, there are two loans (0.8%) in special servicing.  The
first specially serviced loan (0.6%) is secured by a multifamily
property located in Fort Worth, Texas and remains current. The
loan was transferred to the special servicer due to major deferred
maintenance and city code violations.  The special servicer has
filed petition for a count-appointed receiver to take over the
property.


KID CASTLE: Posts $272,779 Net Loss in Quarter Ended June 30
------------------------------------------------------------
Kid Castle Educational Corp. reported a net loss of $272,779 on
total net operating revenue of $1,926,186 for the second quarter
ended June 30, 2006, compared with a net loss of $208,027 on total
net operating revenue of $2,040,733 for the same period 12 months
earlier.

The increase in net loss is attributable to the decrease in
revenue and increase in interest expenses.  Net interest expenses
increased by $30,022, or 53%, to $86,752 for the three months
ended June 30, 2006, from $56,730 for the three months ended
June 30, 2005, primarily due to the increase of the borrowings
from shareholders.

At June 30, 2006, the company's balance sheet showed $11,255,638
in total assets, $12,494,249 in total liabilities, and $42,549 in
minority interest, resulting in a $1,281,160 total stockholders'
deficit.

The company's balance sheet at June 30, 2006, also showed strained
liquidity with $7,342,336 in total current assets available to pay
$8,596,101 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2006, are available for
free at http://researcharchives.com/t/s?1ec3

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2007,
Brock Schechter & Polakoff LLP expressed substantial doubt about
Kid Castle Educational Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2005.  The auditing firm pointed to the
company's recurring losses from operations and capital deficiency.

                         About Kid Castle

Kid Castle Educational Corp. (PNK: KDCE) -- provides English
language instruction and educational services in China and Taiwan
to children between two and 12 years old for whom Chinese is the
primary language.  Kid Castle also provides management and
consulting services to its franchised kindergarten and language
schools and sells educational tools and equipment that are
complementary to its business.


LB-UBS COMMERCIAL: Fitch Assigns Low-B Ratings on 3 Certificates
----------------------------------------------------------------
LB-UBS Commercial Mortgage Trust 2007-C2 commercial mortgage pass-
through certificates are rated by Fitch Ratings as:

    -- $25,000,000 class A-1 'AAA';
    -- $447,000,000 class A-2 'AAA';
    -- $78,000,000 class A-AB 'AAA';
    -- $1,278,248,000 class A-3 'AAA';
    -- $659,832,000 class A-1A 'AAA';
    -- $355,441,000 class A-M 'AAA';
    -- $315,453,000 class A-J 'AAA';
    -- $1,967,313,600 class X-CP 'AAA';
    -- $1,421,760,744 class X-W 'AAA';
    -- $2,132,641,116 class X-CL 'AAA';
    -- $26,658,000 class B 'AA+';
    -- $53,316,000 class C 'AA';
    -- $39,987,000 class D 'AA-';
    -- $13,329,000 class E 'A+';
    -- $26,658,000 class F 'A';
    -- $35,544,000 class G 'A-';
    -- $31,101,000 class H 'BBB+';
    -- $35,544,000 class J 'BBB';
    -- $39,987,000 class K 'BBB-';
    -- $17,772,000 class L 'BB+';
    -- $8,886,000 class M 'BB';
    -- $4,443,000 class N 'BB-'.

The $8,886,000 class P, $4,443,000 class Q, $13,329,000 class S,
and $35,544,860 class T are not rated by Fitch.

Classes A-1, A-2, A-AB, A-3, A-1A, A-M, A-J, B, C, D, E, F, X-CP
and X-W are offered publicly, while classes X-CL, G, H, J, K, L,
M, N, P, Q, S, and T are privately placed pursuant to rule 144A of
the Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 170
fixed-rate loans having an aggregate principal balance of
approximately $3,554,401,860, as of the cutoff date.


LIBERTY BRANDS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Liberty Brands, L.L.C.
        9301 Old Staples Mill Road
        Richmond, VA 23228

Bankruptcy Case No.: 07-10645

Type of Business: The Debtor manufactures cigarettes.

Chapter 11 Petition Date: May 10, 2007

Court: District of Delaware (Delaware)

Debtor's Counsel: William David Sullivan, Esq.
                  4 East 8th Street, Suite 400
                  Wilmington, DE 19801
                  Tel: (302) 428-8191
                  Fax: (302) 428-8195

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
A&A Tupelo                       trade debt          $5,100,000
dba Globe Distribution
120 East Franklin
Tupelo, MS 38804

State of California              contract            $2,223,350
Office of the Attorney General
1300 State Street,
Suite 1740
Sacramento, CA 95814

State of New York                contract            $2,223,015
Office of the Attorney General
The Capital
Albany, NY 12224

State of Pennsylvania            contract            $1,001,044
Office of the Attorney General
1600 Strawberry Square
Harrisburg, PA 17120

State of Ohio                    contract              $877,483
Office of the Attorney General
State Office Tower
30 East Broad Street
Columbus, OH 43266-0410

State of Illinois                contract              $810,722
Office of the Attorney General
James R. Thompson Center
100 West Randolph Street
Chicago, IL 60601

State of Michigan                contract              $758,065
Office of the Attorney General
525 West Ottawa Street
P.O. Box 30212
Lansing, MI 48909-0212

State of Massachusetts           contract              $703,549
Office of the Attorney General
1 Ashburton Place
Boston, MA 02108-1698

State of New Jersey              contract              $673,591
Office of the Attorney General
25 Market Street
CN 080
Trenton, NJ 08625

State of Georgia                 contract              $427,541
Office of the Attorney General
40 Capitol Square, Southwest
Atlanta, GA 30334-1300

State of Tennessee               contract              $425,179
Office of the Attorney General
500 Charlotte Avenue
Nashville, TN 37243

State of North Carolina          contract              $406,260
Office of the Attorney General
P.O. Box 629
Raleigh, NC 27602-0629

Tobacco Rag Processors, Inc.     trade debt            $402,881
P.O. Box 498
Black Creek, NC 27813

State of Missouri                contract              $396,212
Office of the Attorney General
Supreme Court Building
207 West High Street
Jefferson City, MO 65101

State of Maryland                contract              $393,788
Office of the Attorney General
200 St. Paul Place
Baltimore, MD 21202-2202

State of Louisiana               contract              $392,859
Office of the Attorney General
P.O. Box 94095
Baton Rouge, LA 70804-4095

State of Wisconsin               contract              $360,928
Office of the Attorney General
State Capitol, Suite 114 East
P.O. Box 7857
Madison, WI 53707-7857

State of Washington              contract              $357,656
Office of the Attorney General
900 Fourth Street, Suite 2000
Olympia, WA 98504-0100

State of Virginia                contract              $356,174
Office of the Attorney General
900 East Main Street
Richmond, VA 23219

State of Indiana                 contract              $355,313
Office of the Attorney General
Indiana Government Center
South
5th Floor, 402 West Washington
Street
Indianapolis, IN 46204


LIFECARE HOLDINGS: Unit Inks Master Lease Deal with Health Care
---------------------------------------------------------------
LifeCare Holdings Inc.'s subsidiary, Reit 1 Inc., has entered into
a Master Lease Agreement with Health Care REIT Inc., and HCRI
Texas Properties LTD, in connection with the sale and leaseback of
a 62-bed long term acute care hospital being constructed by the
company in San Antonio, Texas.

Health Care and HCRI Texas said that they paid an initial
acquisition payment of $11.7 million to LifeCare Holdings towards
the estimated total purchase price of $15.7 million for the
Facility.

LifeCare Holdings relates that the initial term of the Lease will
be 15 years, and Reit 1 has a 15-year renewal option.  The initial
rent for the Facility under the Lease will be computed based on a
predetermined spread over the rate of a 15-year U.S. Treasury Note
and is subject to an annual inflation adjustment.

Additionally, the Lease, LifeCare Holdings relates, is an
"absolute net lease" and contains customary covenants,
representations and warranties.  LifeCare Holdings and its
subsidiary, San Antonio Specialty Hospitals LTD., entered into
an Unconditional and Continuing Lease Guaranty with Health
Care and HCRI.

                     About LifeCare Holdings

LifeCare Holdings Inc. -- http://www.lifecare-hospitals.com/--  
develops and acquires hospitals that operate as long-term acute
care hospitals in the U.S.  As of Dec. 31, 2006, the company
operated 20 hospitals located in nine states, consisting of
12 "hospital within a hospital" long-term acute care facilities
and eight freestanding facilities.  The company has a total of
926 licensed beds and employs about 2,700 full-time and part-time
people.  LifeCare is wholly owned by LCI Holdco LLC, which is a
wholly owned subsidiary of LCI Holding Company Inc., both of which
are privately owned.  There is no public trading market for
LifeCare's equity securities.

                          *     *     *

LifeCare Holdings Inc. carries Moody's Investors Service's B3
corporate family rating and B1 senior secured credit facilities
rating.  The ratings outlook is negative.  LifeCare's senior
subordinated notes have Moody's Caa2 rating.


LONG BEACH: Moody's Puts Class B-1A Certs. Rating Under Review
--------------------------------------------------------------
Moody's Investors Service has placed one class issued by Long
Beach Home Equity Loan Trust on review for possible downgrade.

The underlying collateral for this deal consists of adjustable and
fixed rate residential mortgage loans.

The one subordinate class from the adjustable-rate pool has been
placed on review for possible downgrade based on the low credit
enhancement levels compared to the loss projections.  The existing
credit enhancement level on the transaction does not provide
adequate protection to support the rating on the most subordinate
class.

Complete rating action is:

Issuer:

Asset Backed Securities Corp, Long Beach Home Equity Loan Trust
1999-LB1

    * Class B-1A, Currently: B1; on review for possible downgrade


LORUS THERAPEUTICS: High Tech Enters 2 Pacts with Lorus' Investor
-----------------------------------------------------------------
High Tech Beteiligungen GmbH & Co. KG has entered into two
agreements with 6707157 Canada Inc. in connection with the
proposed plan of arrangement by Lorus Therapeutics Inc.

Pursuant to the agreement, High Tech will vote on the common
shares and securities of Lorus Therapeutics it beneficially owns
and acquired prior to the meeting at which the applicable vote is
held in favor of the plan of arrangement.  High Tech will be
entitled to vote on the Lorus Shares in favor of, deposit the
Lorus Shares to, and otherwise support any superior proposal.

The voting agreement provides for additional customary terms and
conditions, including rights of termination in certain
circumstances.

In addition, High Tech has entered into a share purchase agreement
with 6707157 Canada, the investor, pursuant to which High Tech
agrees to sell to the investor certain additional shares issued to
High Tech as one of the earlier steps of the arrangement.

The purchase price paid by the investor to High Tech for each
additional arrangement share will be equal to the amount paid at
the effective time of the arrangement by the investor for each
common share of Lorus purchased, pursuant to one of the earlier
steps of the arrangement.  The Share Purchase Agreement contains
certain customary representations, warranties and covenants of
High Tech -- including a covenant not to acquire any additional
common shares of Lorus during the term of the agreement -- and of
the investor and certain customary conditions to closing,
including the accuracy of representations and warranties,
performance of covenants and the absence of any material adverse
change of Lorus, and termination rights.

High Tech entered into the subject agreements for the purpose of
supporting the arrangement.  High Tech has no present intention to
further increase its beneficial ownership or control of common
shares of Lorus.  Pursuant to the subject agreements, High Tech
may in the future take such actions in respect of its holdings of
securities of Lorus as it deems appropriate in light of
circumstances then existing, including the acquisition or
disposition of common shares or other securities of Lorus.

High Tech beneficially owns a total of 29,090,000 common shares of
Lorus.  Such common shares represent approximately 13.7% of the
issued and outstanding common shares of Lorus based on a total of
211,610,130 common shares of Lorus outstanding as at
April 13, 2007.

The general partner of High Tech is High Tech Private Equity GmbH.
High Tech has entered into the Subject Agreements through its
representative ConPharm Anstalt, on authority delegated by the
general partner.  ConPharm Anstalt is the entity with management
power in respect of investments of High Tech outside of Germany in
the life sciences industry.  The General Partner of High Tech is
controlled by DEWB AG and AVIDA Equity Partners GmbH, each of
which is organized under the laws of Germany.

                         About High Tech

High Tech Beteiligungen GmbH & Co. KG -- http://www.htpe.com/--  
founded in 1999, is a leading European venture capital fund
focused exclusively on providing financial support for the
development of innovative products based upon applied technologies
and life sciences.  High Tech manages its funds from offices in
Germany and Liechtenstein.  Life sciences companies in the High
Tech portfolio have development programs in neurology,
rheumatology and oncology and are managed by professionals with
both operational and strategic experience within these areas.

                     About Lorus Therapeutics

Based in Toronto, Ontario, Lorus Therapeutics Inc. (TSX:
LOR)(AMEX: LRP) -- http://www.lorusthera.com/-- is a
biopharmaceutical company focused on the research and development
of novel therapeutics in cancer. The company's goal is to
capitalize on its research, pre-clinical, clinical and regulatory
expertise by developing new drug candidates that can be used,
either alone, or in combination with other drugs, to successfully
manage cancer.  Through its own discovery efforts and an
acquisition and in-licensing program, Lorus is building a
portfolio of promising anticancer drugs.  The company has several
product candidates in multiple Phase II clinical trials and has
completed one Phase II and one Phase III clinical trial.

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2007, Lorus
Therapeutics has signed an agreement with 6707157 Canada Inc. and
its affiliate to recapitalize and reorganize its business which,
if completed, will result in the addition of approximately $7.8
million in non-dilutive financing for the company.  If the
transaction is completed, the funds will be used to further
advance the company's product pipeline without diluting the equity
interest of its shareholders.

The restructuring will be completed by way of a Plan of
Arrangement and is subject to approval by the Ontario Superior
Court of Justice and Lorus' security holders in accordance with
applicable laws.  The transaction is also subject to regulatory
approval, including approval of the TSX and AMEX.


MAGNA ENTERTAINEMT: Earns $2.4 Million in Quarter Ended March 31
----------------------------------------------------------------
Magna Entertainment Corp. reported financial results for the first
quarter ended March 31, 2007.

For the three months ended March 31, 2007, the company reported
net income of $2,469,000 on revenues of $284,174,000.  This
compares to net income of $2,212,000 on revenues of $277,526,000.

In announcing these results, Michael Neuman, Chief Executive
Officer of MEC, remarked, "Despite revenue growth in the first
quarter of 2007, primarily as a result of Gulfstream Park's slot
operations and the consolidation of AmTote, we are disappointed
that the revenue growth did not materialize into improved EBITDA.
To date, Gulfstream Park's slot operations have underperformed but
we are optimistic that our marketing initiatives combined with
anticipated legislative changes regarding card room operations and
on-site ATM banking machines and check cashing services will lead
to improved financial results at Gulfstream Park.  We are
encouraged by the cost reductions achieved in our Corporate and
European operations during the first quarter of 2007.  We also
continued to make progress this quarter in selling non-core assets
and paying down debt. In the first quarter of 2007, we sold three
non-core real estate properties for total proceeds of
$65.1 million and repaid long-term debt of $35.4 million.  We are
continuing to pursue other funding sources to further strengthen
our balance sheet, which may include additional non-core asset
sales, partnerships and raising equity."

During the three months ended March 31, 2007, cash used for
operations was $16.5 million, which has increased from cash used
for operations of $8.2 million in the first quarter of 2006
primarily due to a decrease in items not involving current cash
flows and an increase in non-cash working capital balances at
March 31, 2007 compared to their respective balances at Dec. 31,
2006.

Cash provided from investing activities during the three months
ended March 31, 2007 was $50.8 million, which included
$65.9 million of proceeds on the sale of real estate and fixed
assets, partially offset by real estate property, fixed and other
asset additions of $15.1 million.  Cash used for financing
activities during the three months ended March 31, 2007 of
$16.7 million includes $33.0 million of net repayments of long-
term debt, partially offset by net borrowings of $8.5 million of
bank indebtedness and net borrowings of long-term debt with our
parent of $7.8 million.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 23, 2007,
Chartered accountants, Ernst & Young LLP, of Magna Entertainment
Corp. raised substantial doubt about the company's ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006, and 2005.  The
accountants pointed to the company's recurring operating losses
and working capital deficiency.

                    About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(NASDAQ: MECA; TSX: MEC.A) -- http://www.magnaentertainment.com/
-- owns and operates horse racetracks, based on revenue, acquires,
develops, owns and operates horse racetracks and related pari-
mutuel wagering operations, including off-track betting
facilities.  The company also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.  The
company owns and operates AmTote International, Inc., a provider
of totalisator services to the pari-mutuel industry, XpressBet(R),
a national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, the
company has a 50% interest in HorseRacing TV(TM), a 24-hour horse
racing television network, and TrackNet Media Group, LLC, a
content management company formed for distribution of the full
breadth of MEC's horse racing content.


MARSH & MCLENNAN: Earns $268 Million in Quarter Ended March 31
--------------------------------------------------------------
Marsh & McLennan Companies Inc. reported net income of
$268 million for the first quarter ended March 31, 2007, compared
with net income of $416 million for the same period ended
March 31, 2006.

Consolidated revenues in the first quarter were $2.8 billion, an
increase of 5 percent from the first quarter of 2006.  Marsh's
revenues were $1.1 billion, unchanged from the first quarter of
2006.  Mercer's revenues increased 13 percent to $1.1 billion in
the first quarter.

Income from continuing operations rose 14 percent to
$228 million, from $200 million last year.

"The first quarter demonstrated the strength of MMC as a
diversified company," said Michael G. Cherkasky, president and
chief executive officer of MMC.  "We met our overall corporate
performance expectations while we continued to position Marsh for
success in the future.

"The consulting segment continued to perform very well, growing
revenues 13 percent and operating income 22 percent on a business
with annual revenues approaching $4.5 billion.  Kroll performed as
expected, with strong growth in its largest operation, technology-
enabled solutions.  Guy Carpenter produced solid results, driven
by continued strong new business.  Marsh made significant strides
in executing the realignment of its operations, repositioning the
business for long-term growth.  Change always has a short-term
cost, but we are confident we are making the right trade-offs in
Marsh.

"Also in the first quarter, we announced that Great-West Lifeco, a
subsidiary of Power Financial Corporation, agreed to purchase
Putnam for $3.9 billion in cash.  This transaction is expected to
close in the second quarter.  In recognition of MMC's improving
operating performance and greatly strengthened financial position,
MMC's Board of Directors has approved a $500 million share
repurchase program, which we expect to execute promptly."

                     Discontinued Operations

Due to the agreement to sell Putnam Investments, Putnam's results
for both years are now reflected in discontinued operations.
Results from discontinued operations, net of tax, were
$40 million, in the first quarter of 2007, reflecting Putnam's
results for the quarter, compared with $216 million last year,
primarily due to a $176 million gain, net of tax, from the sale of
Sedgwick Claims Management Services.

MMC's net debt position, which is total debt less cash and cash
equivalents, was $3.5 billion at the end of the first quarter,
compared with $3.8 billion at the end of the 2006 first quarter.

At March 31, 2007, the company's balance sheet showed
$17.23 billion in total assets, $11.28 billion in total
liabilities, and $5.95 billion in total stockholders' equity.

                      About Marsh & McLennan

Marsh & McLennan Companies Inc. (NYSE: MMC) -- http://www.mmc.com/
-- is a global professional services firm.  It is the parent
company of Marsh, the world's leading risk and insurance services
firm; Guy Carpenter, the world's leading risk and reinsurance
specialist; Kroll, the world's leading risk consulting company;
Mercer, a major global provider of human resource and specialty
consulting services; and Putnam Investments, one of the largest
investment management companies in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Moody's Investors Service affirmed the Baa2 senior unsecured
debt rating and the Prime-2 short-term debt rating of Marsh &
McLennan Companies Inc. after the company's report that it will
sell Putnam Investments.  The rating outlook for MMC remains
negative.


MOBILE MINI: Completes Comprehensive Refinancing Transactions
-------------------------------------------------------------
Mobile Mini Inc. has modified its revolving line of credit with
Deutsche Bank AG, increasing its borrowing capacity to
$425 million, or about 21% more than the $350 million revolving
credit facility that had been in place since February 2006.

The amended agreement has been extended and now runs until
May 7, 2012, and includes a provision under which Mobile Mini may,
without lenders' consent, increase the line by another $75 million
to $500 million.

The borrowing rate remains at LIBOR plus 1.25%.  The key financial
covenants, including funded debt to EBITDA and fixed-charge
coverage ratio, continue not to apply as long as Mobile Mini
maintains borrowing availability above certain pre-determined
levels.  The transaction was arranged by Deutsche Bank Securities
Inc. and Bank of America Securities LLC.

The Debtor also announced that it has completed the sale of $150
million aggregate principal amount of its 6-7/8% Senior Notes due
2015 to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended.  The notes were sold to
the purchasers at 99.548% of par value, less discounts and
commissions.  Mobile Mini used the proceeds of the offering to
repurchase over 99% of its $97.5 million principal amount
outstanding 9.5% Senior Notes due 2013 pursuant to the previously
announced tender offer for such notes, to repay a portion of its
outstanding obligations and related costs under it revolving
credit facility, and to pay fees and expenses related to the
offering and the amendment to the credit facility.

Lawrence Trachtenberg, Executive Vice President & CFO noted, "This
increase in our borrowing capacity, combined with the infusion of
capital from the sale of $150 million of Senior Notes, has placed
Mobile Mini in an exceptionally strong financial position.  As of
this news release, we have approximately $188.6 million of
outstanding borrowings under the modified credit facility, giving
us at least $233 million of immediate additional availability.
With the tender offer for the old Senior Notes and sale of new
Senior Notes, we have also been able to significantly lower our
cost of capital."

Steven Bunger, Chairman, President & CEO went on to say, "With our
business model and capital structure, we are well positioned to
achieve our enduring corporate objectives, namely grow our well
established and newer branches by adding units on rent as well as
enter new markets."

                         About Mobile Mini

Based in Tempe, Arizona, Mobile Mini Inc. (Nasdaq: MINI)
-- http://www.mobilemini.com/-- designs and manufactures portable
steel storage containers, portable offices, telecommunication
shelters and a variety of delivery systems.   The company markets,
services and distributes its products through a network of
company-owned branch locations in the U.S., Canada, the UK and The
Netherlands and over 1,950 dedicated employees.

                          *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Standard & Poor's Ratings Services assigned a 'BB-' rating to
Mobile Mini Inc.'s $125 million senior unsecured notes due 2015.
At the same time, S&P affirmed its ratings on Mobile Mini,
including the 'BB' corporate credit rating.  The outlook was
revised to positive from stable.


MOHEGAN TRIBAL: Earns $42.3 Million in Quarter Ended March 31
-------------------------------------------------------------
The Mohegan Tribal Gaming Authority reported its operating results
for the quarter ended March 31, 2007.  Highlights were:

     -- Record second quarter gaming revenues of $356.9 million, a
        17.7% increase over the corresponding period in the prior
        year;

     -- Gross slot revenues of $260.3 million, a 20.1% increase
        over the corresponding period in the prior year;

     -- Table games revenues of $96.2 million, a 13.4% increase
        over the corresponding period in the prior year;

     -- Non-gaming revenues of $61.5 million, a 3.5% increase over
        the corresponding period in the prior year;

     -- Income from operations of $73.2 million, a 14% increase
        over the corresponding period in the prior year;

     -- Net income of $42.3 million, a 21.5% increase over the
        corresponding period in the prior year; and

     -- Secured a new $1 billion revolving bank credit facility on
        March 9, 2007, to finance the development of Project
        Horizon at Mohegan Sun and Phase II at Mohegan Sun at
        Pocono Downs.

Net income for the quarter ended March 31, 2007 increased by
$7.5 million from $34.8 million for the same period in the prior
year.  The increase in net income is due to the increase in income
from operations at Mohegan Sun at Pocono Downs and Mohegan Sun.
Gross revenues, consisting of gaming, food and beverage, hotel,
and retail, entertainment and other revenues, were $418.4 million
for the first quarter 2007, as compared with $362.7 million for
the first quarter 2006.

"Another quarter of excellent results," said Bruce S. Bozsum,
chairman of the Authority's Management Board.  "With so much of
the attention of the Board and senior management team being
centered on Project Horizon and our expansion plans at Mohegan Sun
at Pocono Downs recently, it is reassuring that we have not lost
our focus on current operations. Congratulations to all our
employees at Mohegan Sun and Mohegan Sun at Pocono Downs for a
great job last quarter."

Also commenting on the quarterly results of Mohegan Sun and
Mohegan Sun at Pocono Downs, MTGA chief executive officer Mitchell
Etess said, "The good work and dedication of our employees
combined with the overall quality of our comprehensive
entertainment experience have once again added up to a very
successful quarter."

         Liquidity, Capital Resources and Capital Spending

As of March 31, 2007, the Authority held cash and cash equivalents
of $103.7 million, an increase of $28.5 million from $75.2 million
as of Sept. 30, 2006.  As of March 31, 2007, there was $65 million
outstanding under the Authority's new $1 billion bank credit
facility revolving loan described further below. Inclusive of
letters of credit, which reduce borrowing availability under the
bank credit facility, the Authority had about $934.3 million of
available borrowing under the bank credit facility as of March 31,
2007.  The Authority's total debt was about $1.31 billion as of
March 31, 2007.

Interest expense increased by $2.1 million, to $47.7 million for
the six months ended March 31, 2007, as compared with
$45.6 million for the same period in the prior year due to an
increase in the weighted average outstanding debt.  The weighted
average outstanding debt was $1.3 billion for the six months ended
March 31, 2007, as compared with $1.25 billion for the six months
ended March 31, 2006.

Capital expenditures totaled $60 million for the six months ended
March 31, 2007, versus $60.6 million for the same period in the
prior year, which were primarily comprised of Pocono Downs Phase I
construction expenditures of $27.4 million and capital
expenditures at Mohegan Sun of $29.6 million.

Total capital spending for fiscal year 2007 at Mohegan Sun,
exclusive of Project Horizon, is forecasted to be about
$75 million.

                     New Bank Credit Facility

In March 2007, the Authority entered into a Second Amended and
Restated Loan Agreement, or Bank Credit Facility, providing for up
to $1 billion of borrowing capacity from a syndicate of 23
financial institutions and commercial banks, with Bank of America,
N.A. serving as Administrative Agent.  The total commitment on the
new facility may be increased to $1.25 billion at the option of
the Authority.  The five-year senior secured revolving credit
facility includes a $300 million term loan conversion provision,
which is triggered upon the initial accumulation of $300 million
in total borrowings on the Bank Credit Facility.  The term loan
will mature in quarterly installments of $750,000 after the
conversion date until the maturity date of March 9, 2012, upon
which the remaining balances outstanding on the term loan and any
revolving loans are payable.  The Bank Credit Facility replaced a
$450 million bank credit facility previously utilized by the
Authority and will be used for working capital and other business
purposes, including the financing of the Project Horizon expansion
at Mohegan Sun and the Phase II expansion at Mohegan Sun at Pocono
Downs, both described below.  The Bank Credit Facility permits up
to $800 million and $200 million in total capital expenditures for
Project Horizon and the Phase II expansion at Mohegan Sun at
Pocono Downs, respectively.

"We are pleased to have the financing in place for our planned
expansions," said Leo M. Chupaska, chief financial officer of the
Authority.  "The transaction went very smoothly and we welcome all
of the new financial institutions joining the bank credit
facility."

                       About Mohegan Tribal

Mohegan Tribal Gaming Authority -- http://mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, a
federally recognized Indian tribe with an approximately 507-acre
reservation situated in southeastern Connecticut, adjacent to
Uncasville, Connecticut.

The Authority operates Mohegan Sun, a gaming and entertainment
complex on a 240-acre site on the Tribe's reservation and, through
its subsidiary, Downs Racing LP, owns and operates Mohegan Sun at
Pocono Downs, a gaming and entertainment facility offering slot
machines and harness racing in Plains Township, Pennsylvania and
five off-track wagering facilities located elsewhere in
Pennsylvania.

Mohegan Sun currently operates in an about 3 million square foot
facility, which includes the Casino of the Earth, Casino of the
Sky, the Shops at Mohegan Sun, a 10,000-seat Arena, a 350-seat
Cabaret, meeting and convention space and the about 1,200-room
luxury Sky hotel.

At Dec. 31, 2006, the Authority's balance sheet showed total
stockholders' deficit of $19.5 million.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2007,
Moody's Investors Service lowered Mohegan Tribal Gaming
Authority's $250 million 6.125% senior unsecured notes due 2013 to
Baa3, LGD3, 33% from Baa2, LGD2, 15%.  The Baa1 LGD-2 rating on
the company's existing $450 million secured bank facility was
withdrawn.   At the same time, Moody's revised the LGD assessments
of MTGA's senior subordinated notes to LGD5, 82% from LGD4, 69%
and affirmed the Ba2 issue rating.


NAUTILUS RMBS: Fitch Holds BB Ratings on Class CF and CV Notes
--------------------------------------------------------------
Fitch affirms eight classes of notes issued by Nautilus RMBS CDO
I, Ltd.

These rating actions are effective immediately:

    -- $187,667,632 class A-1S Notes affirmed at 'AAA';
    -- $30,209,911 class A-1J Notes affirmed at 'AAA';
    -- $31,125,363 class A-2 Notes affirmed at 'AA';
    -- $61,335,275 class A-3 Notes affirmed at 'A';
    -- $21,970,845 class BF Notes affirmed at 'BBB';
    -- $20,139,941 class BV Notes affirmed at 'BBB';
    -- $5,500,000 class CF Notes affirmed at 'BB';
    -- $22,500,000 class CV Notes affirmed at 'BB'.

Nautilus I is a collateralized debt obligation that closed May 26,
2005 and is managed by RCG Helm, LLC, a subsidiary of Ramius
Capital Group, LLC.  Nautilus I has a static portfolio composed of
primarily prime residential mortgage-backed securities.

These affirmations are the result of stable collateral
performance.  The weighted average rating factor is stable at 14.3
('BB'/'BB-'), according to the most recent trustee report dated
March 29, 2007.  The senior OC test has remained stable and the
senior IC test, at 209.4%, decreased since last review but remains
above the trigger of 152%.  The transaction has deleveraged
causing an improvement in credit enhancement on the notes.

The ratings of the class A-1S, A-1J and A-2 notes address 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.  The
ratings of the class A-3, BF, BV, CF and CV notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.


NELLSON NUTRACEUTICAL: Selling Assets w/o Stalking Horse Bidder
---------------------------------------------------------------
Nellson Nutraceutical Inc. asked the U.S. Bankruptcy Court for the
District of Delaware for authority to sell its assets without
having a buyer under contract beforehand to establish a floor
price for a July auction, Bill Rochelle of Bloomberg News reports.

According to the report, the Debtor decided to sell the assets
without a stalking horse bidder after being urged to do so by an
unofficial committee of first-lien secured creditors and by the
agent for the second-lien creditors.

The Court, the source says, is scheduled to hear the Debtor's
proposed asset sale procedures on May 22, 2007.

                     Reduces Employee Bonuses

Early last month, Mr. Rochelle reported that Nellson obtained
consent from its lenders to reduce bonuses for its 133 executives
and managers making up 30% of the workforce.

The proposed bonus program, Mr. Rochelle said, would pay $487,700
to the top eight executives, representing a cut of just over 50%.

Lower-level employees would take home bonuses between 98% and 100%
of the original program while midlevel managers would see their
bonuses cut by 25%, Mr. Rochelle added.

              Fremont & 2nd-Lien Lenders Pact Denied

In March 2007, the Hon. Christopher S. Sontchi denied a settlement
between Nellson's second-lien lenders and Fremont Capital, the
Debtor's controlling shareholder, Forbes.com reported citing the
Associated Press.

The settlement would have allowed Fremont to retain 2% of the
stock in the Reorganized Debtor and give it a release from any
claims brought by the Debtor.  The U.S. Trustee for Region 3 and
the informal committee of first-lien creditors find those
settlement terms improper.

In the AP Report, the first-lien lenders said that the Debtor's
value is deteriorating and that it may not be enough to cover the
$259 million they are owed.  They further argued that the
settlement would transfer control from Fremont to Highland
Capital Management.  The settlement could also have replaced the
Debtor's board of directors with a single director - F. Duffield
Meyercord of Carl Marks Advisory Group LLC, the report added.

                     Business Valuation Trial

As reported in the Troubled Company Reporter on Feb. 6, 2007,
the Debtor sought a valuation proceeding to determine the
"enterprise value" of the company in order for the Debtor to
develop and file a Chapter 11 reorganization plan.

To conduct the valuation, the Debtor hired its own valuation
expert, while three different creditor groups, including UBS AG -
Stanford Branch as agent for the Debtor's secured lenders, each
hired its own independent expert.  The four experts based each of
their valuations on the company's May 2006 long-term business
plan, using valuation methodologies to determine the company's
enterprise value.

According to the 105-page opinion of Judge Sontchi, evidence
presented at the 23-day valuation trial "overwhelmingly
established that the Debtor's business plan had been manipulated
at the direction of and in cooperation with the Debtor's
controlling shareholder to bolster the value of Debtor's business
solely for the purposes of this litigation."

Judge Sontchi also reprimanded the expert hired by the Debtor and
disqualified his valuation, which was $60 to $90 million higher
than that of the other valuation experts.

Judge Sontchi finally valued the company at $320 million, which
was significantly less that what the Debtors had asserted and not
enough for Fremont to maintain its equity stake in the company.

                 About Nellson Nutraceutical Inc.

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Kurt F. Gwynne, Esq.,
and Thomas J. Francella, Jr., Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  In its Schedules
of Assets and Liabilities, Nellson reported $312,334,898 in total
assets and $345,227,725 in total liabilities.


NEW CENTURY: Creditors' Committee Taps Hahn & Hessen as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in New Century
Financial Corporation and its debtor-affiliates' chapter 11 cases
asks the U.S. Bankruptcy Court for the District of Delaware for
authority to retain Hahn & Hessen as its bankruptcy counsel
effective as of April 9, 2007.

The Committee needs lawyers to prosecute its interests in the
Debtors' Chapter 11 cases.  Donald A. Workman, Esq., at Baker &
Hostetler, in Washington, D.C., representing Fidelity National
Information Services, Inc., co-chair of the Creditors Committee,
relates that the Committee selected Hahn & Hessen because of its
familiarity with and experience in Chapter 11 practice and, in
particular, the representation of creditors' committees.  Mr.
Workman notes that the firm is knowledgeable concerning the legal
issues peculiar to debtor subprime lenders, and is capable of
investigating the Debtors' prepetition acts and conduct.

Hahn & Hessen will:

   -- render legal advice to the Committee with respect to its
      duties and powers in the case;

   -- assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors, the operation of the Debtors' businesses, the
      desirability of continuance of those businesses, and any
      other matters relevant to the chapter 11 cases or to the
      Debtors' business affairs;

   -- advise the Committee with respect to any proposed sale of
      the Debtors' assets or a sale of the Debtors' business
      operations and any other relevant matters;

   -- advise the Committee with respect to any proposed plan of
      reorganization and the prosecution of claims against third
      parties, if any,  and any other matters relevant to the
      cases or to the formulation of a plan;

   -- assist the Committee in requesting the appointment of a
      trustee or examiner pursuant to Section 1104 of the
      Bankruptcy Code, if necessary and appropriate; and

   -- perform other legal services, which may be required by, and
      which are in the best interests of, the unsecured
      creditors, which the Committee represents.

Hahn & Hessen will be paid for its services pursuant to its
customary hourly rates:

     Partners                           $500 - $650
     Associates                         $200 - $400
     Special counsel and Of counsel     $450 - $625
     Paralegals                         $180 - $200

The firm's necessary out-of-pocket expenses will be reimbursed.

Hahn & Hessen has not received any retainer from the Committee or
anyone else, Jeffrey L. Schwartz, Esq., a member of Hahn &
Hessen, discloses.

Mr. Schwartz assures the Court that Hahn & Hessen is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.  Mr. Schwartz, however, notes that Hahn & Hessen
represents certain parties-in-interest to the Debtors' cases in
wholly unrelated matters, including Lehman Brothers, Inc.;
JPMorgan Chase Bank, N.A.; Greenwich Capital, the Debtors' DIP
Lender; Bear Stearns & Co.; HSBC Bank USA, NA; Citibank N.A.; and
Bank of America; GMAC Commercial Finance; The CIT Group; Bank
Leumi; and General Electric Corp.  Mr. Schwartz says his firm
will not represent the Committee in any adversary proceeding or
contested matters involving these entities, but will defer to the
Committee's co-counsel or special counsel.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

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


NEW CENTURY: Creditors' Committee Selects Blank Rome as Co-Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in New Century
Financial Corporation and its debtor-affiliates' chapter 11 cases
seeks permission from the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to hire Blank Rome
LLP as its co-counsel, nunc pro tunc to April 9, 2007.

Blank Rome will perform services for the Committee in connection
with carrying out its fiduciary duties and responsibilities under
the Bankruptcy Code consistent with Section 1103(c) and other
provisions of the Bankruptcy Code.

Attorneys at Blank Rome have broad-based experience and a
national reputation in bankruptcy and reorganization proceedings,
Donald A. Workman, Esq., at Baker & Hostetler, in Washington,
D.C., representing Fidelity National Information Services, Inc.,
co-chair of the Creditors Committee, relates.

Blank Rome will be paid for its services in accordance with its
customary hourly fees.  The firm's necessary out-of-pocket
expenses will also be reimbursed.

Blank Rome's hourly rates are:

     Partners and counsel               $300 - $675
     Associates                         $245 - $475
     Paralegals                         $105 - $265

Blank Rome lawyers who will be primarily involved in the Debtors'
cases and their hourly rates are:

     Bonnie Glantz Fatell               $575
     Regina Stango Kelbon               $525
     David W. Carickhoff                $380

Blank Rome has not received a retainer.

Bonnie Glantz Fatell, Esq., a partner at Blank Rome, assures the
Court that her firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.  The firm does
not hold any interest adverse to the Debtors' estates and, while
retained by the Committee, will not represent any person having
an adverse interest in connection with the cases.

Ms. Fatell, however, discloses that prior to the Petition Date,
Blank Rome represented New Century Mortgage Corporation in
consumer servicing disputes unrelated to the Chapter 11 cases and
provided NCMC with certain consumer regulatory advice.  The total
amount of time that Blank Rome billed to NCMC is approximately
$24,500.  Within the 90 days prior to the Petition Date, Blank
Rome received $193 from NCMC.  To the extent that NCMC owes Blank
Rome any amounts in connection with the prepetition services, the
firm waives those amounts.

Blank Rome has from time to time done work in the past on
discrete matters unrelated to the Chapter 11 cases for GMAC
Business Credit, LLC; GMAC Commercial Mortgage Corp.; GMAC
Mortgage LLC, GMAC Mortgage Corp.; GMAC Commercial Holding
Capital Mortgage Corp.; Holden, Ltd., an Australian affiliate of
General Motors Corp.; and GMAC Commercial Finance LLC.
Residential Funding Company, LLC, a creditor of the Debtors, is
an affiliate of GMAC or other General Motors entities.

Blank Rome has also represented other creditors and parties-in-
interest or their affiliates in matters unrelated to the Debtors'
cases.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

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


NEWCASTLE CDO: Fitch Holds BB Rating on $28.5MM Class XII Notes
---------------------------------------------------------------
Fitch affirms all classes of Newcastle CDO VIII 1, Limited,
Newcastle CDO VIII 2, Limited and Newcastle CDO VIII LLC as:

    -- $33,869,009 class S fixed-rate at 'AAA';
    -- $462,500,000 class I-A floating-rate at 'AAA';
    -- $60,000,000 class I-AR floating-rate at 'AAA';
    -- $38,000,000 class I-B floating-rate at 'AAA';
    -- $42,750,000 class II floating-rate at 'AA+';
    -- $42,750,000 class III floating-rate at 'AA';
    -- $28,500,000 class IV floating-rate at 'AA-';
    -- $28,500,000 class V floating-rate at 'A+';
    -- $27,312,500 class VI floating-rate at 'A'.
    -- $21,375,000 class VII floating-rate at 'A-'.
    -- $22,562,500 class VIII floating-rate at 'BBB+'.
    -- $6,000,000 class IX-FL floating-rate at 'BBB'.
    -- $7,600,000 class IX-FX fixed-rate at 'BBB'.
    -- $19,650,000 class X floating-rate at 'BBB-';
    -- $26,125,000 class XI floating-rate at 'BBB-'.
    -- $28,500,000 class XII fixed-rate at 'BB'.


Deal Summary:

Newcastle CDO VIII is a $950,000,000 revolving commercial real
estate cash flow collateralized debt obligation that closed on
Nov. 16, 2006.  As of the March 19, 2007 trustee report and based
on Fitch categorization, the CDO was substantially invested as:

    * commercial mortgage whole loans/A-notes (2.6%),
    * B-notes (13.2%),
    * commercial real estate mezzanine loans (34.9%),
    * bank loans (16.1%),
    * ABS (8.6%),
    * CMBS (13.2%),
    * REIT Debt (7.9%),
    * CDO (1.7%), and
    * cash (1.8%).

The CDO is also permitted to invest in CTLs, Synthetics and
CRE Trust Preferred Securities.

The portfolio is selected and monitored by Newcastle Investment
Corp. Newcastle CDO VIII has a five-year reinvestment period
during which, if all reinvestment criteria are satisfied,
principal proceeds may be used to invest in substitute collateral.
The reinvestment period ends in November 2011.

Collateral Asset Manager:

Newcastle Investment Corp. is rated 'CAM1' by Fitch as a manager
of commercial real estate CDOs.  Newcastle's CAM rating can be
attributed to its real estate and structured finance management
staff.  Newcastle CDO VIII is their ninth CDO. CDOs are issued to
provide Newcastle with match term funding.

Newcastle Investment Corp. is a publicly traded REIT (NYSE: NCT)
formed in July 2002 as a successor to Fortress Investment Corp.
Newcastle is externally managed by Fortress, with access to all of
Fortress's infrastructure and resources.

Newcastle is led by a team of experienced real estate
professionals with a history of managing real estate investments.
They use a team-based investment process and have synergy through
co-investment with Fortress.  Additionally, Newcastle has strong
CDO administration processes with continuous and close oversight
of senior management.

Performance Summary:

Newcastle CDO VIII became effective on March 19, 2007.  As of the
effective date, the as-is poolwide expected loss has decreased
slightly to 18.500% from 18.625% at close.  The CDO has above
average reinvestment flexibility with 12.125% of cushion based on
its current weighted average spread of 2.83%.  The CDO's
covenanted Fitch PEL varies depending on the in-place WAS.  Based
on this WAS matrix, the maximum allowable PEL is 30.625% and the
minimum is 27.125% (the WAS/PEL matrix).  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

The improvement in as-is PEL is primarily due to the commercial
real estate loan assets, which comprise 51.6% of the CDO.  Since
closing, the CDO has added two CREL assets (4%) with a weighted
average Fitch expected loss below the average expected loss at
closing.  Additionally, the Fitch expected losses of two existing
loans (7.21%) improved based on better performance information.

Additionally, as of the effective date, the securities and bank
loans (48.4%) of the CDO had a slightly better weighted average
rating factor (WARF) of 16.58 compared to 16.63 at issuance.  The
WARFs correspond to an average rating of 'BB/BB-'.

The CDO is in compliance with all its reinvestment covenants.  The
WAS has increased since the closing date to 2.83% from 2.74%.  The
weighted average coupon (WAC) has decreased over the same period
to 6.48% from 6.60%, however, it is still above the 6.00%
covenant. 8.2% of the pool is fixed rate.  The weighted average
life (WAL) has increased to 4.4 years from 3.7 years at closing,
continuing to imply that the pool composition will fully turnover
during the reinvestment period.

Additionally, the over collateralization and interest coverage
(IC) ratios of all classes have remained above their covenants, as
of the March 2007 effective date trustee report.

Collateral Analysis:

Of the CREL collateral, most is comprised of B-notes and mezzanine
debt with only 2.6% of the portfolio invested in whole loans/A-
notes.  Many of the subordinate loans are secured by interests in
institutional quality assets with experienced sponsors.

As of the effective date and based on Fitch categorization, the
CDO is within all property type covenants.  Hotel loans continue
to comprise the largest percent of assets in the pool at 25.0%, up
from the closing percentage of 21.0%.  The hotel loans are secured
by interests in over 1,000 individual properties and include
hotels in the luxury, upscale, and extended stay segments of the
industry, which provides further diversity by hospitality type.
Retail properties are the second largest percentage at 9.3% of the
loan portfolio.  The CDO is also within all of its geographic
location covenants with the highest percentage of assets located
in New York at 12.1%.  The portfolio continues to be
geographically diverse.

The Fitch Loan Diversity Index is 251 compared to the covenant of
333, which represents above average diversity as compared to other
CRE CDOs.  In addition, no single obligor may represent more than
5.3%.  Currently, the largest obligor represents 4.2% of the deal.

As of the effective date, 6.7% of the pool is invested in U.S.
subprime RMBS.  The current exposure is to 2005 and 2006 vintage.
There are 11 subprime RMBS securities within the CDO, which are
rated between 'BBB-' and 'BB+'. The current reinvestment cushion
takes into account the current ratings of these bonds.  One
subprime RMBS security (0.6%) has been placed on Rating Watch
Negative by Fitch.  No other rating actions have been taken on the
underlying subprime RMBS to date.  The CDO has a maximum 10%
bucket of ABS.

Although reinvestment cushion is above average, upgrades during
the reinvestment period are unlikely given the pool could still
migrate to the PEL covenant.

Rating Definitions:

The ratings of the classes S, IA, I-AR, IB, II, III, and IV notes
address the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date.  The ratings of the class v, VI, VII, VIII, IX-FL,
IX-FX, X, XII and XII notes address the likelihood that investors
will receive ultimate interest and deferred interest payments, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.

Ongoing Surveillance:

Fitch will continue to monitor and review this transaction and
will issue an updated Snapshot report after each committeed
review.  The surveillance team will conduct a review whenever
there is approximately 15% change in the collateral composition or
semi-annually.


NRG ENERGY: Earns $65 Million in 2007 First Quarter
---------------------------------------------------
NRG Energy, Inc. reported a $65 million net income for the three
months ended March 31, 2007, as compared with $26 million for the
same period last year.  Total operating revenues for the three
months ended March 31, 2007, were $1.3 billion, as compared with
$1 billion for the same period last year.

The 2007 improvement primarily resulted from the inclusion of
three months of operating results for NRG Texas, which was
acquired by NRG in February 2006, increased generation and pricing
in the Northeast region, and $107 million in after-tax refinancing
expenses in 2006 associated with the acquisition of NRG Texas.
MtM changes, primarily associated with economic hedges on our
baseload assets, unfavorably impacted net income in 2007 by
$55 million while benefiting 2006 earnings by $44 million.
Quarterly cash flow from operations of $106 million was impacted
by $120 million of cash collateral outflows.

First quarter 2006 adjusted operating cash flow of $313 million
benefited from $230 million of collateral inflows.  Operating
cash flows, exclusive of collateral movements, increased by
$143 million versus the same period last year.  This improvement
reflects NRG Texas' contributions for the entire quarter in 2007.
In addition, current year cash flow from operations benefited from
$39 million in higher contract prices that resulted from last
November's hedge reset transaction.

As of March 31, 2007, the company posted $18.7 billion in total
assets, $13.1 billion in total liabilities, $1 million in minority
interest, $247 million in 3.625% Convertible perpetual preferred
stock, and $5.3 billion in total stockholders' equity.

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

"Over the past 3-1/2 years, our continuous focus on executing a
multi-faceted growth plan off a foundation of strong commercial
and plant operations has brought NRG to a much stronger place
financially and strategically," David Crane, NRG President and
chief executive officer said.  " NRG's operational effectiveness
and the promise of our ongoing growth initiatives have put us in
the position where we can both initiate a recurring cash dividend
and generate the capital to reinvest in our business through
repowering NRG and other core initiatives."

                             About NRG

A Fortune 500 company, NRG Energy, Inc. (NYSE: NRG) --
http://www.nrgenergy.com/-- owns and operates a diverse portfolio
of power-generating facilities, primarily in Texas and the
Northeast, South Central and West regions of the U.S.  Its
operations include baseload, intermediate, peaking, and
cogeneration and thermal energy production facilities.  NRG also
has ownership interests in generating facilities in Australia,
Germany and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter - Latin America on
May 9, 2007, Moody's Investors Service affirmed the ratings of NRG
Energy, Inc., including its Corporate Family Rating at Ba3, the
Probability of Default Rating at Ba3, the senior unsecured debt at
B1, and its Speculative Grade Liquidity Rating of SGL-2, following
the company's announcement to return more capital to shareholders
in the form of existing and future share repurchases and to begin
paying a common dividend during the first quarter of 2008.

Moody's also affirmed NRG's Ba1 bank loan rating for the company's
secured revolving credit and term loan facility, which is being
amended and re-priced.  The rating outlook for NRG remains
negative.


O&M STAR: Debt Repayment Cues S&P to Withdraw BB Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services noted that it withdrew its 'BB'
ratings previously assigned to the debt of O&M Star Generation
LLC, because the debt instruments have been repaid with the
proceeds of the March 2007 NSG Holdings LLC financing.


ON SEMICONDUCTOR: Inks Pact to Repurchase 5 Million Common Stock
----------------------------------------------------------------
ON Semiconductor Corporation disclosed in a press statement that
it agreed to repurchase 5 million shares of its common stock.
The company reached the agreement with Lehman Brothers as the
underwriter of the public resale of 49.2 million shares by
affiliates of Texas Pacific Group, ON Semiconductor's largest
shareholder.  ON Semiconductor will pay for these shares using
cash on hand.

At the close of the transaction on May 11, 2007, the company will
have repurchased just over 45 million of the 50 million shares of
common stock authorized by the board of directors in November
2006.

"The company is excited about its ability to purchase a large
amount of the company's common stock using cash on hand through
this privately negotiated transaction," Donald Colvin, ON
Semiconductor executive vice president and cfo, said.  "The
company believes this transaction provides an example of how the
company can use free cash flow from operations for shareholder
friendly actions such as stock repurchases."

                  Largest Shareholder Sells Stake

In a separate press statement, ON Semiconductor disclosed that the
affiliates of Texas Pacific have sold approximately 49.2 million
shares of ON Semiconductor's common stock in a registered public
offering underwritten by Lehman Brothers.

After completion of the proposed offering, TPG's beneficial
ownership of the company's common stock was reduced to
approximately 1.2 million shares or less than 1% of the total
outstanding shares.

The sale was made pursuant to ON Semiconductor's existing shelf
registration statements.  ON Semiconductor will not receive any
proceeds from this sale of its common shares.

                      About ON Semiconductor

ON Semiconductor Corporation of Phoenix, Arizona (NASDAQ: ONNN) --
http://www.onsemi.com/-- designs, manufactures, and markets power
and data management semiconductors, and standard semiconductor
components worldwide.  It offers automotive and power regulation
products.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Phoenix, Arizona-based ON Semiconductor Corp. to 'BB-'
from 'B+'.  The outlook is stable.  At the same time, Standard &
Poor's assigned its 'BB' rating to the company's amended and
restated credit agreement, with a recovery rating of '1',
indicating the expectation of full (100%) recovery of principal in
the event of a payment default.


OSI RESTAURANT: Postponed Meeting Cues S&P's Developing Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on OSI
Restaurant Partners Inc., including the 'B+' corporate credit
rating, on CreditWatch with developing implications.

The action follows the company's announcement that they have
postponed their stockholders' meeting concerning the proposed
purchase of OSI by an investor group comprised of Bain Capital
Partners, Catterton Partners, and company founders and management
for $40 per share in cash.  The meeting was scheduled for May 8,
2007, and is now expected to be held on May 15, 2007; the meeting
has been postponed to permit the solicitation of additional
shareholder votes.

"Should shareholders fail to approve the company's sale," said
Standard & Poor's credit analyst Jackie E. Oberoi, "lower debt
levels could lead to improved credit metrics and a higher rating."
Conversely, should a higher sale price be financed with additional
debt, increased leverage could result in a downgrade.


OWNIT MORTGAGE: Court Sets May 15 Hearing on Sale of 27 Mortgages
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on Tuesday, May 15, 2007, to consider
approval of the bidding and auction procedures proposed by
Ownit Mortgage Solutions Inc. for the sale of its 27 mortgage
loans, Bill Rochelle of Bloomberg News reports.

Credit-Based Asset Servicing and Securitization LLC, the report
says, wants to be the lead bidder with an offer of $3.04 million,
or 84% of the outstanding principal balances on the loans.

The source relates that Ownit expects to hold an auction on
June 11, 2007, if any higher bids are submitted by June 8, 2007.

In February 2007, Ownit obtained Court-authority to sell 54
residential fixed and adjustable rate first or second lien
mortgage loans for $4 million to C-BASS, the lead and only bidder
for the mortgages.

The mortgage loans are secured by a mortgage, deed of trust or
other security instrument creating a first or second priority lien
on residential dwellings located in various jurisdictions.

The Debtor decided to sell those loans because it urgently needed
to raise additional funds to pay for its operational and other
expenses, including administrative rents for its various leased
locations which were due on Feb. 26, 2007.

Headquartered in Agoura Hills, California, Ownit Mortgage
Solutions Inc. is a subprime mortgage lender, which specializes
in making loans to borrowers with poor credit or limited incomes.
The Debtor filed for chapter 11 protection on Dec. 28, 2006
(Bankr. C.D. Calif. Case No. 06-12579).  Ira D. Kharasch, Esq.,
Linda F. Cantor, Esq., Jonathan J. Kim, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, represent the Debtor.  Stutman, Treister & Glatt represents
the Official Committee of Unsecured Creditors.  The Debtor's
schedules show total assets of $697,550,849 and total liabilities
of $819,131,179.


OXBOW CARBON: S&P Affirms B+ Rating on $745 Mil. Senior Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' bank loan
rating and revised its recovery rating to '2' from '3' on the
$745 million senior secured first-lien Term Loan B of Oxbow Carbon
LLC, based on new terms and conditions.  Oxbow Carbon, formerly
known as Oxbow Carbon and Minerals Holdings LLC, has a 'B+'
corporate credit rating and a stable outlook, which are unaffected
by today's action.  For the full rationale on the rating for the
company, appearing under its former names, see Oxbow Carbon and
Minerals Holdings LLC Corporate Credit, Bank Loan Rated 'B+';
Outlook Stable, published by Standard & Poor's on April 20, 2007.

The complete recovery report on Oxbow Carbon's Term Loan B will
appear on RatingsDirect immediately following publication of this
report.

Ratings List

Oxbow Carbon LLC

Corporate Credit Rating  B+/Stable/--

Rating Revised
                         To                 From
                         --                 ----
Senior Secured           B+ (Recov rtg: 2)  B+ (Recov rtg: 3)


PETRA CRE: S&P Rates $32.5 Million Class K Notes at B
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Petra CRE CDO 2007-1's $1 billion CRE CDO notes.

The preliminary ratings are based on information as of May 9,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the economics of the
collateral, the geographic and property type diversity of the
collateral, and the backup advancing provided by the trustee.


                   Preliminary Ratings Assigned
                       Petra CRE CDO 2007-1

           Class                Rating         Amount
           -----                ------         ------
           A-1                  AAA         $400,000,000
           A-2                  AAA         $133,750,000
           B                    AA           $76,750,000
           C                    A+           $57,500,000
           D                    A            $25,500,000
           E                    A-           $22,000,000
           F                    BBB+         $33,000,000
           G                    BBB          $20,000,000
           H                    BBB-         $26,500,000
           J                    BB           $47,500,000
           K                    B            $32,500,000
           Preferred shares     NR          $125,000,000


                            * NR -- Not rated.


PHH ALTERNATIVE: Moody's Rates Class 1-M-4 Certificates at Ba1
--------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by PHH Alternative Mortgage Trust, Series
2007-2, and ratings ranging from Aa2 to Ba1 to the mezzanine
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
Alt-A mortgage loans acquired and originated by PHH Mortgage
Corporation.  The ratings are based primarily on the credit
quality of the loans and on the protection from subordination,
overcollateralization, and for group 1, excess spread.  Moody's
expects collateral losses to range from 0.70% to 0.90%.

PHH Mortgage Corporation will service the loans, and Wells Fargo
Bank, N.A. will act as master servicer. Moody's has assigned Wells
Fargo Bank, N.A. its top servicer quality rating of SQ1 as a
primary servicer of prime loans.

The complete rating actions are:

PHH Alternative Mortgage Trust, Series 2007-2

Mortgage Pass-Through Certificates, Series 2007-2

    * Cl. 1-A-1, Assigned Aaa
    * Cl. 1-A-2, Assigned Aaa
    * Cl. 1-A-3, Assigned Aaa
    * Cl. 1-A-4, Assigned Aaa
    * Cl. 1-A-5, Assigned Aaa
    * Cl. 1-M-1, Assigned Aa2
    * Cl. 1-M-2, Assigned A2
    * Cl. 1-M-3, Assigned Baa2
    * Cl. 1-M-4, Assigned Ba1
    * Cl. 2-A-1, Assigned Aaa
    * Cl. 2-A-2, Assigned Aaa
    * Cl. 2-A-3, Assigned Aaa
    * Cl. 2-A-4, Assigned Aaa
    * Cl. 2-A-5, Assigned Aaa
    * Cl. 2-A-6, Assigned Aaa
    * Cl. II-AR, Assigned Aaa
    * Cl. II-M, Assigned Aa2
    * Cl. 3-A-1, Assigned Aaa
    * Cl. 3-A-2, Assigned Aaa
    * Cl. 4-A-1, Assigned Aaa


POLYPORE INC: Mulls Replacing Existing Facility w/ New $470MM Debt
------------------------------------------------------------------
Polypore Inc. plans to refinance its existing senior credit
facility and replace it with a new $470 million senior credit
facility.

The new senior credit facility is expected to include a six-year
revolving line of credit of approximately $100 million and a
seven-year term loan of approximately $370 million.  The company
intends to use these new financing sources:

   a) to repay $369 million of term loans outstanding; and

   b) to replace and upsize the $90 million revolving line of
      credit provided under its existing senior credit facility
      for general corporate purposes.

The planned refinancing is contingent on several factors and
an effective date has not been established.

Headquartered in Charlotte, North Carolina, Polypore Inc. --
http://www.polypore.net/-- is a wholly owned subsidiary of
Polypore International Inc., growing high technology filtration
company specializing in microporous membranes.  Polypore's flat
sheet and hollow fiber membranes are used in specialized
applications that require the removal or separation of various
materials from liquids, primarily in the ultrafiltration and
microfiltration markets.  The company has manufacturing facilities
or sales offices in nine countries serving six continents.


POLYPORE INT'L: $315 Million IPO Cues Moody's to Hold Ratings
-------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Polypore, Inc.'s
new senior secured bank credit facilities.

In a related action, Moody's affirmed the B3 Corporate Family and
Probability of Default Ratings of Polypore's ultimate parent,
Polypore International, Inc., and affirmed the ratings of
Polypore, Inc.'s senior subordinated notes at Caa1.

The outlook is changed to positive.

The rating actions are based on Polypore International's SEC
filing for an initial public common stock offering of
approximately $315 million (excluding greenshoe option), and the
potential for further improvement in the financial metrics of the
company as operating performance stabilizes.  According to the
filing, the net proceeds of the offering will to be used to tender
for Polypore International's 10.5% senior discount notes due 2012,
and pay related expenses.  The accreted value of the senior
discount notes at December 30, 2006 was $250.8 million.

As a result of the intended tender offer and consent solicitation
related to the senior discount notes, Moody's has also affirmed
the Caa2 rating on any remaining stub amounts.  The tender and
consent will likely include provisions to strip covenants and
rights from any senior discount notes not purchased.  The rating
of the senior discount notes will be withdrawn if substantially
all of these notes are purchased.

The positive rating outlook reflects the expected deleveraging
event, improved performance in the company's energy storage
business, and stabilized performance in the company's healthcare
segment resulting from the restructuring away from the cellulosic
membrane business.  The company's 2007 performance should be
positively impacted by headcount reductions announced in the
second half of 2006 as part of the company's restructuring
efforts.

The assigned ratings are:

Polypore, Inc.

    * Ba3 (LGD2, 19%) to the $100 million guaranteed senior
      secured revolving credit facility due 2013;

    * Ba3 (LGD2, 19%) $370 million guaranteed senior secured term
      loan due November 2014;

These ratings are affirmed:

Polypore International, Inc.

    * Corporate Family Rating; B3;

    * Probability of Default rating, B3;

    * Caa2 (LGD6, 96%) rating of 10.5% unguaranteed senior
      discount notes due October 2012;

(These ratings will be withdrawn upon the repurchase of
substantially all of the notes.)

Polypore, Inc.

    * US$ guaranteed senior subordinated notes due May 2012, Caa1
      (LGD 5, 78%);

    * Euro guaranteed senior subordinated notes due May 2012, Caa1
      (LGD 5, 78%);

These ratings will be withdrawn upon their repayment:

    * Ba3 (LGD2, 16%) rating for the existing guaranteed senior
      secured credit facilities;

The last rating action was on February 27, 2007 when the ratings
were affirmed and the outlook changed to Stable.

Using Moody's standard adjustments for the last twelve months
ended Dec. 30, 2006, Polypore's consolidated total debt/EBITDA
leverage approximated 8.5x inclusive of the holding company
discount notes.  EBIT coverage of cash interest was approximately
1.0x. Polypore maintained a $90 million revolving credit facility
under which there were no borrowings at Dec. 30, 2006.  The
company also maintained $64 million of cash on hand.  Pro forma
for the purchase of the senior discount notes, Debt/EBITDA will be
approximately 6.3x.  Liquidity is expected to increase slightly at
closing due to the increase in the revolving credit facility to
$100 million.

Polypore International Inc., headquartered in Charlotte, North
Carolina, is a leading worldwide developer, manufacturer and
marketer of specialized polymer-based membranes used in separation
and filtration processes.  The company is managed under two
business segments.  The energy storage segment, which currently
represents approximately two-thirds of total revenues, produces
separators for lead-acid and lithium batteries.  The separations
media segment, which currently represents approximately one-third
of total revenues, produces membranes used in various healthcare
and industrial applications.  For the LTM period ended Dec. 30,
2006, Polypore's revenues approximated $480 million.


PRICELINE.COM: Posts $14.7 Million Net Loss in First Quarter 2007
-----------------------------------------------------------------
Priceline.com had revenues in the first quarter of $301.4 million,
an increase over the first quarter revenues of $241.9 million a
year ago.  Its gross profit for the first quarter 2007 was
$119.7 million, up from $72.2 million in the prior year.
Priceline.com had a net loss of $14.7 million for the first
quarter 2007, as compared with a net loss of $99,000 for the same
period a year ago.

The first quarter results include, among other things, the impact
of litigation settlement expenses and an excise tax refund.
Several days ago, priceline.com announced that it had agreed to
settle the securities class action litigation that was filed
against the company in 2000 and pay the class plaintiffs
$80 million, of which $30 million will be funded by
priceline.com's insurance carriers.  Priceline.com incurred a
first quarter 2007 net charge of about $55 million to settle the
litigation and cover expenses.

Priceline.com also announced that in March and April it received
notices from the Internal Revenue Service that the company's
previously disclosed refund request for excise taxes paid on
merchant airline tickets had been approved for payment.  As a
result, priceline.com recorded in the first quarter $15.9 million
in revenue and $2.8 million in interest income related to the
March IRS notice and expects to record about $3 million of
additional income in the second quarter 2007 related to the April
notice, including estimated accrued interest.

"First quarter pro forma earnings growth exceeded our expectations
in both the United States and Europe," said priceline.com
president and chief executive officer Jeffery H. Boyd.  "In
Europe, Booking.com benefited from 91% growth in gross travel
bookings as we continued to build the business across Europe.  In
the United States, pro forma earnings growth was driven by 8%
growth in merchant gross travel bookings and greater efficiencies
in marketing, which cost gross travel bookings, but significantly
decreased acquisition costs."

Looking towards the second quarter 2007, Mr. Boyd said, "We expect
to see continued growth in our European operations from increased
penetration of larger markets, geographic expansion and
integration initiatives.  In our domestic business, we believe the
merchant business and marketing efficiencies will continue to
drive domestic earnings growth; however, we believe that the
impact of lower margins on retail airline tickets and the higher
return hurdles we have imposed on marketing investment will
continue to negatively impact the retail airline ticket business
and, consequently, domestic gross travel bookings.  As we approach
the peak summer travel season, we believe that priceline.com's
Name Your Own Price(R) travel services can effectively meet the
needs of consumers concerned with high fuel prices and mixed
economic signals and we expect to emphasize that money-saving
message as the Priceline Negotiator ad campaign featuring William
Shatner continues."

Balance sheet as of March 31, 2007, showed total assets of about
$1.2 billion and total liabilities of about $806 million,
resulting in a total stockholders' equity of about $359.7 million.
The company's accumulated deficit as of March 31, 2007, increased
$16.3 million to $1.3 billion.

The company's March 31 balance sheet also showed a negative
working capital with total current assets of $555.8 million and
total current liabilities of $732.2 million.

                      About Priceline.com Inc

Priceline.com Inc. (Nasdaq: PCLN) operates priceline.com and
Priceline Europe.  In the U.S., priceline.com offers customers a
variety of ways to save on their airline tickets, hotel rooms,
rental cars, vacation packages and cruises.  Priceline Europe
operates hotel reservation services in 40 countries in 12
languages and offers its customers in Europe and the U.S. access
to about 25,000 participating European hotels.  Priceline.com also
offers home mortgages, refinancing and home equity loans through
an independent licensee.  It licenses its business model to
independent licensees, including priceline mortgage and certain
international licensees.

Priceline.com also operates these travel websites: Travelweb.com,
Lowestfare.com, RentalCars.com and BreezeNet.com.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 11, 2007,
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on Priceline.com Inc. on
CreditWatch with positive implications.

Priceline.com. Inc.'s $150 million convertible senior notes due
2013 carry Standard & Poor's Ratings Services' 'B' rating.


PSYCHIATRIC SOLUTIONS: Commences 10-5/8% Sr. Sub. Notes Offering
----------------------------------------------------------------
Psychiatric Solutions Inc. has commenced a cash tender offer
to purchase any and all of its outstanding 10-5/8% Senior
Subordinated Notes due 2013, of which approximately $38.7 million
in aggregate principal amount is outstanding, and a solicitation
of consents from the holders of the Notes to certain proposed
amendments to the indenture governing the Notes.

The company said that the tender offer and consent solicitation
are being made pursuant to an Offer to Purchase and Consent
Solicitation, dated as of May 8, 2007, and a related Consent and
Letter of Transmittal, which more fully set forth the terms and
conditions of the tender offer and consent solicitation.  PSI is
conducting the tender offer in conjunction with the debt financing
to be obtained in connection with its pending transaction with
Horizon Health Corporation.

The tender offer, the company relates, is scheduled to expire at
11:59 p.m., New York City time, on June 5, 2007, unless extended
or earlier terminated.  Holders of the Notes must tender and not
withdraw their Notes and deliver and not rescind their
corresponding Consents on or before the consent date, which is
5:00 p.m., New York City time, on May 21, 2007, unless extended
or earlier terminated, to receive the total consideration, which
includes a consent payment of $20 per $1,000 principal amount of
Notes.

Holders of the Notes, the company further says, who tender their
Notes after the Consent Date but on or before the Expiration Date
will receive the tender consideration, which is the total
consideration minus the consent payment.

The tender consideration for each $1,000 principal amount of the
notes tendered and accepted for payment will be determined in the
manner described in the Offer to Purchase by reference to the
fixed spread of 50 basis points over the yield to maturity of the
reference treasury security, 4.875% U.S. Treasury Note due May 31,
2008, as calculated by the dealer managers at 2:00 p.m., New York
City time, on May 21, 2007, unless such date is extended.

In addition to the total consideration or the tender
consideration, as applicable, holders of the Notes tendered and
accepted for payment will receive accrued and unpaid interest on
the Notes from the last interest payment date for the Notes to,
but not including, the applicable settlement date.

Except as stated in the Offer to Purchase or as required by
applicable law, the Notes tendered may be withdrawn and Consents
delivered may be revoked at any time on or prior to the Consent
Date by following the procedures described in the Offer to
Purchase.  The Notes tendered on or prior to the Consent Date that
are not validly withdrawn on or prior to the Consent Date may not
be withdrawn thereafter. Tenders of the Notes after the Consent
Date may not be withdrawn.

PSI said that it is currently expects to have an initial
settlement for Notes tendered on or before the Consent Date
promptly after the satisfaction of the Financing Condition,
followed by a final settlement promptly after the expiration
of the tender offer for Notes tendered after the Consent Date.
PSI reserves the right to extend or forego the initial settlement
date, as a result of which the initial settlement date may occur
as late as the final settlement date.

                 About Psychiatric Solutions Inc.

Psychiatric Solutions Inc. --  http://www.psysolutions.com/--  
(NASDAQ: PSYS) offers inpatient behavioral health care services
for children, adolescents, and adults through acute inpatient
behavioral health care facilities and residential treatment
centers in the U.S.  Its headquarter is located in Franklin, Tenn.


PSYCHIATRIC SOLUTIONS: Moody's Affirms B1 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the existing ratings of
Psychiatric Solutions, Inc., despite the increase in leverage to
finance the proposed acquisition of Horizon Health Corporation for
$426 million, including the assumption of Horizon's debt.

Moody's expects PSI to add an additional $225 million to its
existing term loan, draw an additional $50 million on its existing
revolver ($300 million capacity) and use $200 million in senior
subordinated debt.  Moody's expects PSI to use the proceeds to
finance the acquisition of Horizon and repay the remaining balance
on its 10 5/8% senior subordinated notes.  The ratings outlook is
stable.

The affirmation of Psychiatric's ratings (B1 Corporate Family
Rating) reflects cash flow coverage of debt ratios that are still
indicative of a B1 rating, despite the significant increase in
debt to finance Horizon.  Moody's expects that PSI's pro-forma
total debt will increase from $764 million to $1.21 billion,
resulting in pro-forma debt to adjusted EBITDA increasing from
3.6x times to 4.6x times.  Further, debt to total book
capitalization is expected to increase from approximately 53% to
about 64%.

Further, the company's cash flow coverage of debt also
deteriorates and now places the company at the low end of the B1
rating category, essentially eliminating any upward pressure on
the existing ratings in the immediate future.

Despite the increased operational and financial risk associated
with the Horizion acquisition, Moody's believes that the combined
company will be a leader in the inpatient behavioral sector with
an attractive portfolio of behavioral facilities and a well
established contract management business.  Despite the increase in
interest expense, Moody's estimates that the acquisition will be
accretive to earnings and cash flow.  Moody's assumes that PSI
will be able to improve margins at existing Horizon facilities
while being able to reduce overall expenses, particularly general,
administrative and corporate expenses.

As a result, the incremental cash flow should offset the higher
interest expense to fund the deal.  The company will also continue
to benefit from single digit revenue growth and continued
expansion of facility margins at same store facilities.

These ratings were affirmed with changes to LGD rates:

    * Senior secured term loan B due 2012 at Ba3; LGD3, 31%
      changed to LGD 33%;

    * Senior secured guaranteed revolver due 2009 at Ba3; LGD3,
      31% changed to LGD 33%;

    * Corporate Family Rating, B1

    * Probability of Default Rating, B1

    * 7-3/4% senior subordinated notes, due 2015, B3, LGD5, 87%

This rating will be withdrawn at the close of the refinancing:

    * 10-5/8% senior subordinated notes, due 2013, B3, LGD5, 87%

The outlook is stable.

Psychiatric Solutions, Inc., headquartered in Franklin, Tennessee,
provides a continuum of behavioral health programs to critically
ill children, adolescents and adults through its operation of
owned or leased psychiatric inpatient facilities.  Psychiatric
also manages free-standing psychiatric inpatient facilities for
government agencies and psychiatric inpatient units within medical
and surgical hospitals owned by others.  The company reported
approximately $1.026 billion in total revenue for the fiscal year
ended December 31, 2006.

Horizon is the leading provider of behavioral services in three
sectors: it owns or leases 15 inpatient facilities with about
1,561 beds in 11 states; it provides services under 115 behavioral
health and physical rehabilitation contracts with acute care
hospitals; and it provides employee assistance programs to about
4.5 million covered lives.  Moody's notes that the company
generated $275 million of revenue, approximately $33.1 million of
reported EBITDA and $13 million in operating cash flow for the
fiscal year ending August 31, 2006.


PSYCHIATRIC SOLUTIONS: Good Performance Cues S&P's Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Franklin, Tennessee-based behavioral health services provider
Psychiatric Solutions Inc. to stable from negative.  All ratings
on the company, including the 'B+' corporate credit rating, were
affirmed.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's proposed $225 million term loan
add-on.  The senior secured debt is rated 'B+' with a recovery
rating of '2', indicating substantial (80%-100%) recovery of
principal in the event of a payment default.  The proposed
financing is being used, along with revolver borrowings and
subordinated debt, to finance the previously announced acquisition
of Horizon Health Corp.

The outlook revision reflects Standard & Poor's recognition that
while the company has shown comfort operating with a high amount
of leverage in order to pursue an acquisitive strategy, it has
proven an ability to improve performance at acquired facilities
through increased pricing and volumes.

The rating on PSI continues to reflect the company's significant
debt burden, the risks associated with its acquisition strategy,
and the challenge of managing a much larger entity.  PSI is also
exposed to potential third-party payor reimbursement changes.
These concerns are partially offset by the company's position as
one of the largest providers in the highly fragmented behavioral
health industry, and its history of successful acquisitions since
2003.


QUANTA SERVICES: FTC and DOJ Terminates Acquisition Waiting Period
------------------------------------------------------------------
Quanta Services Inc. and InfraSource Services Inc. reported
that the Federal Trade Commission (FTC) and the United States
Department of Justice have granted early termination of the
mandatory waiting period in connection with the proposed
acquisition of InfraSource by Quanta under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended.

Quanta and InfraSource said that they have agreed as reported on
March 19, 2007, under which Quanta will acquire InfraSource in an
all-stock transaction valued at approximately $1.26 billion as of
the date of announcement.

The transaction remains subject to the approval of Quanta's and
InfraSource's stockholders, as well as the satisfaction of other
previously disclosed closing conditions.  Quanta and InfraSource
says that they expect the merger to be completed during the third
quarter of 2007.

"We are pleased to receive notification of early termination
from the FTC," said John R. Colson, chairman and chief executive
officer of Quanta Services.  "This clears the path, from an
antitrust standpoint, for us to move forward with securing
stockholder approval and closing the transaction in the third
quarter."

                  About InfraSource Services Inc.

InfraSource Services, Inc. (NYSE: IFS) is a specialty contractor
servicing utility transmission and distribution infrastructure in
the United States. InfraSource designs, builds and maintains
transmission and distribution networks for utilities, power
producers and industrial customers.

                   About Quanta Services Inc.

Headquartered in Houston, Texas, Quanta Services, Inc. (NYSE:PWR)
-- http://www.quantaservices.com/-- provides specialized
contracting services, delivering end-to-end network solutions for
electric power, gas, telecommunications and cable television
industries.  The company's comprehensive services include
designing, installing, repairing and maintaining network
infrastructure nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on March 23, 2007,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Houston-based Quanta
Services Inc. on CreditWatch with positive implications.


QUIGLEY COMPANY: Tort Committee Wants Chapter 11 Trustee Appointed
------------------------------------------------------------------
The Ad-hoc Committee of Tort Victims of Quigley Company, Inc.,
asks the U.S. Bankruptcy Court for the Southern District of New
York to appoint a chapter 11 trustee in the Debtor's bankruptcy
proceeding.  The Tort Committee also asks the Court to modify the
"Preliminary" Injunction issued in December 2004.

The Tort Committee contends that due to the protections afforded
by the Injunction, Pfizer, Inc., the Debtor's parent company, has
demonstrated an unwillingness to move for a resolution of the
Debtor's bankruptcy proceeding or even discuss a possible
compromise.

"Enough is enough," the Tort Committee tells the Court.

The Tort Committee alleges that after the Debtor filed for
bankruptcy, its claim that the "pre-negotiated" plan was a fait
accompli and that the case would be over with quickly was a gross
distortion.

The case has experienced months of delay as the Debtor's Plan and
Disclosure Statement were amended time and again.  The details on
the pre-petition settlements have also dribbled out and the number
of claimants Pfizer says enter into pre-petition settlements have
changed constantly.

The Tort Committee reminds the Court that when the Plan was put to
vote in March 2006, it had failed to gain acceptance.  The Debtor
and Pfizer have disingenuously floated various "fixes," the Tort
Committee adds.

                            "Fixes"

The Tort Committee discloses that the first proposal was to
'retabulate' the votes cast.  This proposal was immediately
withdrawn after it was found out that it was nothing more that
'reclassifying' more than 100,000 claimants who had signed pre-
petition settlements for voting purposes.

The next proposal was for Settling Plaintiffs to give up 90% of
their claim against the Debtor in return for a full payment from
Pfizer.  The Tort Committee relates that to date there has still
been no legal basis put forth upon which such a contractual 're-
do' can take place.

The Tort Committee claims that these proposal were designed in bad
faith in an effort to "fix the vote" and protect Pfizer.

                       Protecting Status Quo

The Tort Committee further contends that during the free option
period, nothing had been done to work on a chapter 11 plan that is
acceptable to all parties as well as resolve issues facing the
Debtor.

According to the Tort Committee, subsequent developments in the
law have made it clear that Pfizer is not ultimately entitled to
the broad, sweeping relief it hoped to gain through the Debtor's
bankruptcy case.  Thus, the Tort Committee says, Pfizer stands to
gain substantially more from maintaining the status quo than it
does from a successful plan of reorganization.

                         Pfizer's Statement

The Associated Press quotes Pfizer spokesman Bryant Haskins as
saying that the request for a chapter 11 trustee "is nothing more
than a litigation tactic."  Mr. Haskins adds that a plan that will
resolve Quigley's asbestos liabilities is expected to be filed
soon.

The hearing to consider the Tort Committee's request is set at
10:00 a.m. on June 12, 2007.  Objection, if any, are due May 29.

                        About Quigley Co.

Based in Manhattan, Quigley Company, Inc., a subsidiary of
Pfizer, Inc., used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.

                 Reorganization Plan Update

In August 2006, the Bankruptcy Court rejected the Debtor's Third
Amended Plan of Reorganization after the Debtor failed to obtain
acceptance of its Third Amended Plan of Reorganization from 75% of
the holders of asbestos-related personal injury claims who voted
to accept or reject the Plan.  That 75% acceptance rate is
required to confirm a chapter 11 plan centered around a trust
formed under Sec. 524(g) of the Bankruptcy Code to future
resolution of asbestos-related claims.

The Debtor subsequently sought the Court's reconsideration on its
Aug. 9, 2006 order, arguing that the claims voted by holders of
asbestos personal injury claims who had entered into prepetition
settlements with Pfizer should be reduced by 90% for voting
purposes.

The Debtor further argued that the Court may not have considered
certain direct authority -- including the decisions of at least
two Courts of Appeals and the decisions of many other courts
following them -- that is in conflict with the Court's ruling.


REVLON INC: March 31 Balance Sheet Upside-Down by $1.13 Billion
---------------------------------------------------------------
Revlon Inc.'s balance sheet at March 31, 2007, showed
$907.9 million in total assets and $2.04 billion in total
liabilities, resulting in a $1.13 billion total stockholders'
deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $469.8 million in total current assets
available to pay $565.5 million in total current liabilities.

Revlon Inc. reported a net loss of $35.2 million on net sales of
$328.6 million for the first quarter ended March 31, 2007,
compared with a net loss of $58.2 million on net sales of
$325.5 million for the first quarter 2006 ended March 31, 2006.

In the United States, net sales in the first quarter of 2007
declined 2.5% to $193.3 million, compared with net sales of
$198.3 million in the first quarter of 2006.  This performance was
driven primarily by lower shipments in color cosmetics, partially
offset by higher shipments in beauty care products.

In International, net sales in the first quarter of 2007 increased
6.4% to $135.3 million, compared with net sales of $127.2 million
in the first quarter of 2006.  This growth reflected higher
shipments in all three international regions.

Operating income in the first quarter 2007 was $3 million,
compared to an operating loss of $17.2 million in the first
quarter 2006.

Adjusted EBITDA in the first quarter 2007 was approximately
$32.3 million, compared to $15.3 million reported in the same
period last year.  Results for the first quarter 2007 included
restructuring expenses of $4.3 million, while the first quarter
2006 included restructuring expenses of $9 million.

The improvements in operating income, net loss and Adjusted EBITDA
were due to slightly higher net sales, and significantly lower
general and administrative expenses, which were a direct result of
the initial benefits from the company's restructuring actions.

Adjusted EBITDA, which is a non-GAAP measure, is defined as net
earnings before interest, taxes, depreciation, amortization,
gains/losses on foreign currency transactions, gains/losses on the
sale of assets, gains/losses on the early extinguishment of debt
and miscellaneous expenses.  The company's management utilizes
Adjusted EBITDA as an operating performance measure in conjunction
with GAAP measures, such as net income and gross margin calculated
in accordance with GAAP.

Commenting on today's announcement, Revlon president and chief
executive officer David Kennedy said, "Our performance this
quarter was driven by a modest increase in sales and a significant
decrease in costs, which was a direct result of the restructuring
actions we announced last year.  We are pleased to have generated
positive operating income and that our Adjusted EBITDA more than
doubled in the first quarter of 2007 compared to last year.

"Importantly, we remain committed to achieving Adjusted EBITDA of
approximately $210 million in 2007.  Our focus remains on building
the Revlon brand, the Almay brand and our other key brands around
the world, continuing to improve our execution by working with our
retail customers and intensely controlling our costs."

Cash flow provided by operating activities in the first quarter of
2007 was $24.7 million, compared with cash flow provided by
operating activities of $8.5 million in the first quarter of 2006.

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

                         About Revlon Inc.

Revlon Inc. (NYSE: REV) -- http://www.revloninc.com/-- Revlon is
a worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company's vision is to deliver the promise
of beauty through creating and developing the most consumer
preferred brands.  The company's brands, which are sold worldwide,
include Revlon(R), Almay(R), Ultima(R), Charlie(R), Flex(R), and
Mitchum(R).


RITE AID: Moody's Junks Rating on New $1.32 Billion Senior Notes
----------------------------------------------------------------
Moody's Investors Service rated the first-lien bank loan of Rite
Aid Corporation at Ba3 (LGD-2, 20%) and the proposed senior
unsecured note issues at Caa1 (LGD-5, 76%).

Moody's also affirmed the non-guaranteed senior unsecured notes at
Caa2 (LGD-95%), the corporate family rating at B3, and the
speculative grade liquidity rating at SGL-3, upgraded the existing
guaranteed senior unsecured notes to Caa1 (LGD-5, 76%), and
revised the rating outlook to stable from negative.  Proceeds from
a new term loan tranche to the bank loan and the new senior notes
(two issues substantially identical except for maturity dates),
together with the issuance of additional shares, will finance the
purchase of the Eckerd and Brooks drug store chains from Jean
Coutu (PJC) Inc.

The B3 corporate family rating already considers the challenges of
the Eckerd acquisition, as well as the post-transaction company's
high leverage.  The change in the rating outlook to stable
reflects Moody's opinion that, while credit metrics will
deteriorate as a result of the transaction, the company has
adequate liquidity over the medium-term even if achievement of the
promised post-merger operating efficiencies proceeds at a slower
pace.

Ratings assigned are:

    - $3.00 billion first-lien bank loan at Ba3 (LGD-2, 20%);

    - $610 million NEW 8.5-year guaranteed senior unsecured notes
      at Caa1 (LGD-5, 76%);

    - $610 million NEW 10.0-year guaranteed senior unsecured notes
      at Caa1 (LGD-5, 76%).

These ratings are affirmed:

    - $360 million 8.125% second-lien secured notes (2010) at B3
      (LGD-3, 48%);

    - $200 million 7.5% second-lien secured notes (2015) at B3
      (LGD-3, 48%);

    - $500 million 9.5% second-lien secured notes (2017) at B3
      (LGD-3, 48%);

    - $150 million 6 1/8% senior notes (2008) at Caa2
      (LGD-6, 95%);

    - $185 million 6 7/8% senior debentures (2013) at Caa2
      (LGD-6, 95%);

    - $295 million 7.7% senior notes (2027) at Caa2 (LGD-6, 95%);

    - $128 million 6 7/8% senior notes (2028) at Caa2
      (LGD-6, 95%);

    - Corporate family rating at B3;

    - Probability of default rating at B3;

    - Speculative Grade Liquidity Rating at SGL-3.

These ratings are upgraded:

    - $148 million 9.25% guaranteed senior notes (2013) to Caa1
      (LGD-5, 76%) from Caa2;

    - $500 million 8 5/8% guaranteed senior notes (2015) to Caa1
      (LGD-5, 76%) from Caa2.

The company intends to complete the acquisition of the U.S.
subsidiary of The Jean Coutu Group (PJC) Inc within the next
several weeks.  That subsidiary, the Jean Coutu Group (PJC) USA
Inc., operates 1856 Eckerd and Brooks drugstores primarily in the
Eastern United States.  Consideration of $3.4 billion (assuming
Rite Aid's pre-transaction stock price) to be paid to Coutu will
be made up of $2.3 billion in cash and the issuance of 250 million
Rite Aid shares.

Rite Aid's corporate family rating of B3 considers weak credit
metrics such as high leverage and limited free cash flow to debt,
the company's aggressive financial policy in which leverage is
increasing to acquire the poorly performing Eckerd chain, and the
weak performance of the Rite Aid and Eckerd stores compared to
best-in-class drugstore operators. Also weighing down the overall
rating are the risks associated with the company's ongoing need to
refinance its sizable debts in the capital markets, the high level
of fixed charges (cash interest expense, capital investment,
working capital investment) relative to EBITDA, and Moody's
opinion that both Rite Aid and Eckerd have a store maintenance
backlog.

Moody's notes, however, the company's geographic diversification,
the relative lack of revenue and cash flow seasonality of a
drugstore operator (with the exception of a relatively small peak
in prescription and non-prescription drug sales during the
winter), as well as Moody's expectation that sales of prescription
pharmaceuticals will continue to increase at a solid pace.

Strategically, the acquisition will give Rite Aid greater density
and scale in its important Eastern markets with pro-forma revenue
of about $27 billion.

The stable outlook considers Moody's opinion that, while credit
metrics will modestly deteriorate as a result of the transaction,
the company has adequate liquidity over the medium-term even if
achievement of the promised post-merger operating efficiencies
proceeds at a slower pace than currently anticipated.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania, is
the third largest domestic drug store chain with 3333 stores in 27
states and the District of Columbia.  The company intends to
purchase the U.S. operations, comprised of approximately 1856
Eckerd and Brooks stores, from Jean Coutu Group (PJC) Inc. Pro-
forma combined revenue is about $27 billion.


ROGERS COMMUNICATIONS: Earns $170 Million in First Quarter 2007
---------------------------------------------------------------
Rogers Communications Inc. disclosed its consolidated financial
and operating results for the three months ended March 31, 2007.

Total operating revenue increased 15.8% to $2.3 billion for the
first quarter 2007, with all three of the company's operating
units delivering solid double-digit growth.  Net income increased
to $170 million for the first quarter 2007 from $13 million for
the first quarter 2006.

The company repaid $450 million aggregate principal amount of
Cable and Telecom's 7.6% Senior Secured Second Priority Notes due
2007 at maturity during the quarter and issued a notice to redeem
all of Wireless' $550 million principal amount of Floating Rate
Senior Secured Notes due 2010 on May 3, 2007, at the stipulated
redemption price of 102% plus accrued interest to the date of
redemption.

On April 9, 2007, Media announced its plans to acquire ten
Canadian conventional and specialty television services from
CTVglobemedia Inc., subject to various regulatory approvals, in an
all cash transaction valued at $138 million.  Media also closed
its previously announced acquisition of five Alberta radio
stations during the quarter.

The company had cash deficiency at March 31, 2007, of $77 million.

During the three months ended March 31, 2007, an aggregate
$451 million debt was repaid, comprised of $450 million aggregate
principal amount at maturity of Cable and Telecom's 7.6% Senior
Secured Second Priority Notes due 2007 and $1 million net
repayment of capital leases.  In addition, during the three months
ended March 31, 2007, $522 million aggregate net advances were
drawn down under the company's bank credit facilities.  On April
3, 2007, Wireless issued a notice to redeem, on May 3, 2007, all
of its $550 million Floating Rate Senior Secured Notes due 2010 at
the stipulated redemption price of 102% plus accrued interest to
the date of redemption.

The company reported that as of March 31, 2006, it had total
assets of $14.4 billion and total liabilities of $10.1 billion,
resulting in a total stockholders' equity of $4.3 billion.  The
company's March 31 balance sheet however showed strained liquidity
with total current assets of $1.6 billion available to pay total
current liabilities of $2.3 billion.

"This was another solid quarter across the board for Rogers and a
strong start to 2007 both operationally and financially," said Ted
Rogers, president and chief executive of Rogers Communications
Inc.  "While many challenges lie ahead in the coming quarters, we
are well on track to deliver another year of strong growth in both
revenues and operating profit.  Our focus as 2007 unfolds remains
disciplined execution of our strategy of profitable growth while
continuing to deploy innovative products and services to add value
to our customers' lives."

                    About Roger Communications

Rogers Communications Inc. (NYSE: RG) -- http://www.rogers.com/--  
operates as a communications and media company in Canada.   It
owns all of Rogers Cable Inc., a cable company, Rogers Wireless
Inc., wireless operator, and Rogers Media Inc., which owns radio,
TV, sports and publishing assets.  All companies are headquartered
in Toronto, Ontario, Canada.

                          *     *     *

Standard & Poor's Ratings Services raised its long-term corporate
credit ratings to 'BBB-' from 'BB+', on Toronto-based diversified
communications and media holding company Rogers Communications
Inc. and its wholly owned subsidiaries.  At the same time, the
rating on Rogers Wireless Inc.'s senior secured debt was raised to
'BBB-' from 'BB+', and the rating on Rogers Cable Inc.'s senior
secured second-priority debt was raised to 'BBB-' from 'BB+'.  The
rating actions affect about CDN$6.5 billion of reported debt.  The
outlook on all companies is stable.


SAMSONITE: Taps Merrill Lynch & Goldman Sachs for London Listing
----------------------------------------------------------------
Samsonite Corporation has appointed Merrill Lynch International
and Goldman Sachs International as joint bookrunners for the
company's upcoming global offering in the London Stock Exchange
later this year, the company disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission.

UBS Investment Bank and Morgan Stanley also serve as the company's
advisers on the transaction.

According to Richard Fletcher of the Daily Telegraph, Samsonite
plans to raise GBP250 million from the flotation.

The company, which is owned by a US consortium that includes Bain
Capital and Ares Management, had planned to float in London last
spring but postponed amid market turbulence, the Telegraph
relates.

Former Exel CEO John Allan is expected to be named non-executive
chairman of Samsonite before the flotation, the Telegraph adds.

                         About Samsonite

Samsonite Corporation (OTC Bulletin Board: SAMC.OB) --
http://www.samsonite.com/-- manufactures, markets and distributes
luggage and travel-related products.  The company's owned and
licensed brands, including Samsonite, American Tourister, Trunk &
Co, Sammies, Hedgren, Lacoste and Timberland, are sold globally
through external retailers and 284 company-owned stores.
Executive offices are located in London.  The company has global
locations in Aruba, Australia, Costa Rica, Indonesia, India,
Japan, and the UnitedStates among others.  Executive offices are
located in London, England.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2006,
Standard & Poor's Ratings Services assigned a BB- rating on
Samsonite Corporation's senior secured facility.

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Moody's affirmed its B1 corporate family rating for Samsonite
Corp.


SASKATCHEWAN WHEAT: S&P Holds CreditWatch on Agricore Offer
-----------------------------------------------------------
Standard & Poor's Ratings Services maintained the CreditWatch
listings on Saskatchewan Wheat Pool (SWP; B+/Watch Pos/--) and
Agricore United (AU; BB/Watch Dev/--), following SWP's revised
CDN$1.8 billion offer for AU.  (The ratings on both companies were
placed on CreditWatch Nov. 8, 2006.)  The new proposal, under
which SWP will enhance and extend its common share offer for all
of AU's shares outstanding, has been deemed a "superior proposal"
by AU's board relative to James Richardson International Ltd.'s
April 19, 2007, proposal.  As such, JRI's proposal has been
terminated.

The new offer will also entail a purchase agreement with JRI under
which JRI will purchase certain AU grain facilities and agri-
products retail operations throughout Manitoba, Alberta, and
Saskatchewan.  Although this will result in about CDN$40 million
in foregone pro forma EBITDA, JRI will pay SWP CDN$255 million
plus other closing adjustments of about C$60 million.

"The proposed combination of SWP and AU would be positive in terms
of market share, synergies, and pricing power, with the combined
entity to have fiscal 2007 revenues of about CDN$4 billion," said
Standard & Poor's credit analyst Don Povilaitis.  This estimate
takes into account asset disposals; lease-adjusted EBITDA of at
least CDN$250 million is expected on a trailing 12-month basis,
excluding a revised synergy target of about CDN$70 million
annually, which is to be achieved by 2008 and is based on the
expectation of a healthy crop year.  The new company would have a
strengthened business risk profile, with a combined market share
of about 40% of western Canada grain shipments (about 13.5 million
tonnes), and 84% of its storage capacity would consist of modern
50- to 100-car high-throughput grain elevators.  This enhanced
business risk profile would provide support to the ratings on the
new company.  (On March 28, 2007, SWP received clearance from the
Canadian Competition Bureau to merge with AU, subject to certain
asset dispositions.)

Standard & Poor's would view the combined company's financial risk
profile as intermediate on a pro forma basis.  The combined
company would incur only about CDN$100 million of incremental debt
to finance the purchase of AU and, given the high equity component
of the offer, SWP has raised about CDN$900 million in subscription
receipts through four separate offerings, including a private
placement and the expected asset disposition proceeds from JRI.
S&P estimate that the combined company would have fiscal year-end
total debt of about CDN$700 million, most of which would include
AU's long-term debt, resulting in pro forma leverage of less than
3x, which would include only partial expected synergies.

SWP's offer is open until May 28, 2007, and they believe that
there is a high likelihood of the transaction being accepted by
Agricore shareholders.  Final shareholder and director meetings
are scheduled for mid-June, at which time the transaction would be
expected to formally close.  To resolve the CreditWatch listing,
Standard & Poor's will meet with SWP's management to assess the
new business risk and financial risk profiles of the combined
entity.


SEA CONTAINERS: Can Enter Into $176 Million DIP Lending Agreement
-----------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates obtained permission
from the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for
the District of Delaware to execute and enter into a commitment
letter with its debtor-in-possession lenders, Caspian Capital
Partners LP, Dune Capital LP and Trilogy Capital LLC.

The DIP lenders have committed to provide the Debtors with a
senior secured debtor-in-possession credit facility of up to
$176,500,000.

Judge Carey finds that SCL's decision to enter into the Commitment
Letter with Caspian Capital and certain other lenders is
reasonable and appropriate under the circumstances.

The Court also approves the indemnification obligations
contemplated under the Commitment Letter, provided that in no
event will the DIP Lenders be indemnified for actions taken in
their capacity as members of the SCL Creditors Committee.

The DIP Lenders' right to receive the expenses and the
indemnified amounts will be superiority administrative expenses
in the Debtors' bankruptcy cases and will be payable pursuant to
the terms of the Commitment Letter without any further Court
order, Judge Carey rules.

                         Prior Responses

GE Capital Container SRL and GE Capital Container Two SRL
complained that they do not have sufficient opportunity to fully
analyze the Debtors' proposed DIP Facility due to, among others,
the shortened notice and lack of definitive documents to review.

The Debtors seek to incur more than $175,000,000 of new
obligations, with priority over all existing claims against Sea
Containers Ltd., including those of GE Capital and other
creditors, Howard A. Cohen, Esq., at Drinker Biddle & Reath LLP,
in Wilmington, Delaware, pointed out.

The Debtors are also seeking approval of a Commitment Letter with
Caspian Capital Partners LP and other lenders for a postpetition
financing facility on a very short notice, leaving the creditors
with only four days over a holiday weekend in the United Kingdom
to review and consider the Commitment Letter Motion and related
documents, Mr. Cohen contended.

The Proposed Facility appears to contain numerous potentially
objectionable elements, Mr. Cohen argued.  For instance, the DIP
Facility would refinance an obligation of Sea Containers SPC
Ltd., a non-debtor affiliate, that is not guaranteed by the
Debtors through the incurrence of debt by SCL.

The Proposed Facility grants superpriority status to claims
against SCL, which will effectively subordinate the legitimate
claims of the Debtors' creditors, Mr. Cohen told the Court.

In addition, the granting of superpriority status of certain
claims results in a breach of covenants in GE SeaCo's
organizational documents that forbids a pledge of SCL's interest
in the Class A Quotas of GE SeaCo SRL, Mr. Cohen emphasized.

Also, a condition precedent to the Proposed Facility is
acknowledgment in a final order authorizing the facility that the
Proposed Lenders' new role as secured, superpriority creditors of
SCL does not create a conflict with their role as member of SCL's
statutory committee of unsecured claimholders or mandate their
removal from the committee, Mr. Cohen pointed out.  "The Motion
does not highlight this condition and contains no explanation of
how a secured, superpriority creditor's interest would not
conflict with those of SCL's unsecured creditors," Mr. Cohen
said.

                       About Sea Containers

Based 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.  (Sea Containers Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on June 12, 2007.


SEA CONTAINERS: U.K. Regulator Reissues FSD Warning
---------------------------------------------------
The United Kingdom Government Pensions Regulator reissued a
warning notice on April 26, 2007, to Sea Containers Ltd., that
it may exercise its powers to issue financial support directions
to the company under relevant UK pensions legislation, according
to a Securities and Exchange Commission filing.

The UK Regulator previously issued its first FSD warning on
Oct. 19, 2006, with respect to Sea Containers 1983 Pension Scheme
and the Sea Containers 1990 Pension Scheme.

The 1983 and 1990 Pension Schemes are multi-employer defined
benefit pension plans of Sea Containers Services Ltd., a U.K.
subsidiary of the company.  If FSDs are issued to SCL, it may be
liable to make a financial contribution to one or both of the
Schemes.

The Trustees of the Schemes or their actuary have advised SCL
that their current estimates of the cost of winding up the
Schemes, including the cost of purchasing annuities to pay
projected benefit obligations to Scheme participants, would be:

   -- approximately GBP107,000,000 or USD201,000,000 for the 1983
      Scheme, after giving effect to the withdrawal of a GE SeaCo
      SRL subsidiary from the 1983 Scheme; and

   -- approximately GBP27,000,000 or USD51,000,000 for the 1990
      Scheme.

Because the Schemes are multi-employer plans, the liabilities
under them are shared among the participating companies.

SCL has responded to the original warning notices, asserting that
it would not be reasonable to issue an FSD, and actively engaged
with the UK Regulator to persuade it of this concern, Robert
MacKenzie, president and chief executive officer of SCL, notes.

A response on the second FSD warning is due by May 14, 2007.

The UK Regulator says the reissue is not meant to prejudice
attempts to resolve matters by alternative means but sees no
benefit in delaying crystallizing a potential liability.

SCL is preparing a response maintaining that it is not reasonable
under the circumstances for the UK Regulator to issue an FSD, Mr.
MacKenzie relates in the SEC filing.

The UK Regulator has indicated that its Determination Panel will
consider the matter on June 12 and 13, 2007.

                       About Sea Containers

Based 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.  (Sea Containers Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on June 12, 2007.


SKILLSOFT CORP: S&P Rates Proposed $225 Million Facilities at B+
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to Dublin, Ireland-based SkillSoft PLC and its
subsidiary, SkillSoft Corp., a provider of electronically
delivered training courses to the enterprise and government
markets.  The rating outlook is negative.

"At the same time, we assigned a 'B+' rating and a recovery rating
of '3' to the proposed $225 million first lien senior secured
credit facilities being issued by the company's U.S. subsidiary,
SkillSoft Corp.," said Standard & Poor's credit analyst Lucy
Patricola.  The '3' recovery rating indicates that lenders can
expect meaningful recovery (50%-80%) of principal in the event of
a payment default.  The rating is based on preliminary offering
statements and is subject to review upon final documentation.
Proceeds will be used to partially finance the acquisition of
Thomson Learning's NETg business.

The rating is based on preliminary offering statements and is
subject to review upon final documentation.  Proceeds will be used
to partially finance the acquisition of Thomson Learning's NETg
business.

The rating on SkillSoft reflects the company's narrow and
vulnerable business profile, integration challenges, and a short
operating track record at current levels of profitability.  These
factors are partially offset by an installed base of more than
2,000 accounts, good renewal rates, and moderate leverage for the
rating.

Following its acquisition of NETg, the company's business profile
remains narrow and subject to competitive threats from numerous
sources.  Estimated market share is 1%-2% of the corporate
training market.  The company seeks to generate leverage from its
library of more than 6,200 courses and more than 14,000 reference
titles, yet much of the content is available through other
channels.  NETg, a carve-out from Thomson Learning, will broaden
the company's content offerings and installed base.  Still, the
unit has not generated positive EBITDA over the last three years
and SkillSoft management will need to achieve cost savings in the
near term to sustain its profitability levels.


SPANSION INC: Posts $75 Million Net Loss in Quarter Ended April 1
-----------------------------------------------------------------
Spansion filed with the U.S. Securities and Exchange Commission
its quarterly report of Form 10-Q for the period ended April 1,
2007.

For the quarter ended April 1, 2006, the company reported a net
loss of $75,479,000 on total net sales of $627,771,000.  This
compares to a net loss of $51,877,000 on total net sales of
$561,929,000.

                  Spansion Japan Credit Facility

The company discloses that in March 2007, Spansion Japan repaid
the remaining principal balance and accrued interest under the
Spansion Japan 2006 Revolving Credit Facility and voluntarily
terminated the facility.

On March 30, 2007, Spansion Japan entered into a senior facility
agreement with certain Japanese financial institutions, that
provides Spansion Japan with a JPY48.4 billion senior secured term
loan facility (approximately $411.4 million as of April 1, 2007).

Under the terms of the new facility, Spansion Japan may borrow
amounts in increments of JPY1.0 billion or approximately
$8.5 million as of April 1, 2007.  Amounts borrowed under this
facility bear interest at a rate equal to the Japanese yen three
month Tokyo Interbank Offered Rate, or Japanese yen TIBOR, at the
time of the drawdown, plus a margin of 2% per annum.

As of April 1, 2007, no amounts were outstanding under this credit
facility.

                       Assets Held for Sale

On Sept. 28, 2006, Spansion Japan entered into an asset purchase
agreement with Fujitsu pursuant to which Spansion Japan would sell
to Fujitsu two wafer fabrication facilities, referred to
collectively as the JV1/JV2 Facilities, located in Aizu-Wakamatsu,
Japan and certain manufacturing assets located in the JV1/JV2
Facilities.  The JV1/JV2 Transaction closed on April 2, 2007.

A full-text copy of the company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?1ed0

                          About Spansion

Based in Sunnyvale, California, Spansion Inc. (NASDAQ:SPSN)
-- http://www.spansion.com/-- and its wholly owned subsidiary of
Spansion LLC is a Flash memory provider engaged in the designing,
developing, manufacturing, marketing and selling Flash memory
solutions, a semiconductor element of nearly every electronic
product.  The company operates four Flash memory wafer fabrication
facilities four assembly and test sites and a development fab,
known as its Submicron Development Center.  The company also has
manufacturing, research and assembly operations in Asia.

                          *      *      *

Spansion Inc. carries Standard & Poor's Ratings Services 'B'
corporate credit rating.


SPANSION LLC: Intends to Offer $550 Million of Senior Notes
-----------------------------------------------------------
Spansion LLC intends to offer, subject to market and other
conditions, $550 million aggregate principal amount of Senior
Secured Floating Rate Notes due 2013 in a private offering to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended.

The interest rate and other terms of the notes will be determined
by negotiations between Spansion LLC and the initial purchasers of
the notes.

Spansion LLC expects to use the net proceeds from the offering to
repay in full the outstanding obligations under its $500 million
credit agreement entered into on Nov. 1, 2006, and for general
corporate purposes, including working capital and capital
expenditures.

Based in Sunnyvale, California, Spansion Inc. (NASDAQ:SPSN)
-- http://www.spansion.com/-- and its wholly owned subsidiary of
Spansion LLC is a Flash memory provider engaged in the designing,
developing, manufacturing, marketing and selling Flash memory
solutions, a semiconductor element of nearly every electronic
product.  The company's Flash memory is integrated into a range of
electronic products, including mobile phones, consumer
electronics, automotive electronics, networking and
telecommunications equipment, personal computers and PC
peripherals.  Its Flash memory solutions are incorporated in
products from original equipment manufacturers in each of these
markets.  The Company operates four Flash memory wafer fabrication
facilities four assembly and test sites and a development fab,
known as its Submicron Development Center.


SPANSION LLC: Moody's Rates Proposed $550 Million Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Spansion LLC's
proposed $550 million senior secured floating rate notes due 2013.

Concurrently, Moody's affirmed the company's B3 corporate family
rating and the Caa1 rating on Spansion's $250 million senior
unsecured note due 2016.  The proceeds from the new notes will
refinance the company's $500 million secured bank facility, whose
rating will be withdrawn upon repayment.  The rating outlook is
stable.

The B1 rating on the new notes reflects both the overall
probability of default of the company to which Moody's assigned a
PDR of B3, and a loss given default of LGD3 for the new notes.
The notes will have a first priority lien on all inventory and
domestic property plant and equipment as well as a second lien on
domestic accounts receivables.

Ratings/assessments assigned:

    * $550 million senior secured floating rate notes due 2013 at
      B1 (LGD3, 30%)

Ratings/assessments affirmed:

    * Corporate family rating B3;

    * Probability-of-default rating B3;

    * $250 million senior unsecured note due 2016 at Caa1
      (LGD5, 74%)

    * Speculative Grade Liquidity rating SGL-2.

Ratings/assessments to be withdrawn upon repayment:

    * $500 million senior secured term loan due 2012 at Ba3
      (LGD2, 23%)

Spansion's B3 corporate family rating continues to reflect these
challenges:

    (1) the high degree of business risk inherent to capital
        intensive and evolving flash memory market that can
        experience suddenly aggressive pricing and/or product mix
        changes;

    (2) the company's strong exposure to the cell phone market,
        although the companies diverse customer set mitigates this
        risk;

    (3) its fairly limited financial flexibility although near
        term flexibility will be supported by certain asset sales
        and a sizable local project financing facility;

    (4) Spansion's limited ability to weather sustained market
        weakness or technological or manufacturing missteps; and

    (5) the significantly larger financial resources and business
        diversity of some of its key competitors.

The rating derives support from:

    (1) Spansion's strong position in the NOR flash memory market;

    (2) Spansion's recent success and market share gains with its
        proprietary flash architecture called MirrorBit (67% of
        revenues in the most recent quarter), which effectively
        doubles the density of each memory cell;

    (3) strong customer relationships among a range of end market
        customers including all of the top cell phone, consumer
        electronics, and automotive OEM's; and

    (4) the company's success so far operating as a stand alone
        entity and in successfully migrating its business
        operations from former parent AMD.

Spansion Technology Inc., headquartered in Sunnyvale, California,
and parent of Spansion LLC, is a leading provider of flash memory
semiconductors, with $2.6 billion of revenue in fiscal 2006.
Following its initial public offering in December 2005, Spansion
is owned approximately 20% by Advanced Micro Devices and 14% by
Fujitsu Limited.


SPANSION LLC: S&P Rates New $550 Million Senior Notes at B+
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed it 'B' corporate
credit rating on Sunnyvale, California-based Spansion Inc.  The
outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' issue
rating, one notch above the corporate credit rating, and its '1'
recovery rating to Spansion LLC's new $550 million senior secured
floating rate notes.  Proceeds of the new issue will refinance the
company's existing $500 million bank loan, and provide the company
with a modest degree of additional liquidity.

"The ratings on Spansion continue to reflect the company's
exposure to the aggressively competitive and cyclical "NOR" flash
semiconductor industry, significant capital investment
requirements, and a history of negative free cash flows," said
Standard & Poor's credit analyst Bruce Hyman.  These factors
partly are offset by Spansion's leading market position, prospects
for the development of differentiated technologies, and likely
growth in certain served markets.

Spansion makes NOR flash semiconductors, used in mobile phones,
consumer products, automotive electronics, and other devices.  The
$8 billion NOR market is composed largely of commodity products,
and is subject to severe revenue cyclicality, intense price
pressure, and high capital expenditure requirements for suppliers.
Furthermore, the NOR flash market has a relatively modest expected
growth rate.  Spansion has differentiated products such as
MirrorBit, which have contributed to revenue and profitability
growth, although competitors also have announced differentiated
chips.  Still, Spansion has been gaining market share, recently
about 31%, compared with principal rival Intel Corp.'s 25%;
historically, the companies had been tied for leadership.  Other
industry participants include No. 3 supplier STMicroelectronics
(16%), and Samsung Electronics Co. Ltd. (9%).


STELCO INC: Completes $270 Million GE Corporate Refinancing
-----------------------------------------------------------
Stelco Inc. on Wednesday, completed a $270 million, approximately
CDN$297 million at closing, funded term loan refinancing with GE
Corporate Lending Canada, which was arranged by GE Capital
Markets, Inc.

Significant market interest for the term loan allowed Stelco to
increase the amount of the facility from the US dollar equivalent
of CDN$275 million, as previously announced on April 9, 2007, to
$270 million.

The new facility refinances Stelco's CDN$375 million revolving
term loan with a more traditional facility that has significantly
lower interest rates and fees.  The new facility has a six-year
term and bears interest at a floating rate equal to a US base rate
+ 1 % or LIBOR + 3.5%, depending on the nature of the loan
instrument incurred.  The new term loan is secured by a first
priority interest in the fixed assets of Stelco and a second
priority interest on the working capital assets.  The term loan
includes typical covenants, as well as a financial covenant based
on achieving a minimum EBITDA threshold for Stelco's Lake Erie
Steel business.  Subject to certain conditions, the new term loan
is prepayable, in part or in whole, at any time without penalty.
Stelco paid an underwriting fee in connection with the
refinancing.

By completing this refinancing prior to today, May 11, 2007,
Stelco was not required to pay the $11.25 million annual fee
otherwise payable under the refinanced facility.

"We are very pleased with the confidence that our lenders have
shown in Stelco.  The completion of the second phase of our debt
refinancing positions us well for the future and we will continue
to pursue opportunities to enhance our capital structure," said
Rodney Mott, President and Chief Executive Officer.

                    About GE Corporate Lending

With $14 billion in assets, GE Corporate Lending is one of North
America's largest providers of asset-based, cash flow, structured
finance and other financial solutions for mid-size and large
companies.

                           About Stelco

Stelco, Inc. (TSX: STE) -- http://www.stelco.ca/-- is one of
Canada's largest steel companies.  It is focused on its two
Ontario-based integrated steel businesses located in Hamilton and
in Nanticoke.  These operations produce high quality value-added
hot rolled, cold rolled, coated sheet and bar products.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.  The Court extended the stay period
under Stelco's Court-supervised restructuring from Dec. 12, 2005,
until March 31, 2006.  The company emerged from its Court-
supervised restructuring on March 31, 2006.

At Dec. 31, 2006, Stelco Inc.'s balance sheet showed
$2,738,000,000 in total assets and $2,786,000,000 in total
liabilities resulting in a shareholders' deficit of $48,000,000.


STONEPATH GROUP: Three Lenders File Involuntary Chapter 7 Petition
------------------------------------------------------------------
Three creditors filed an involuntary Chapter 7 petition in the
U.S. Bankruptcy Court for the District of Delaware against
Stonepath Group Inc., Bill Rochelle of Bloomberg News reports.

According to the report, the petitioning creditors -- Spherion
Corp., Custom Transfer Inc., and Overby Transport Inc. -- also
sought appointment of an interim trustee contending that the
company's management has completely abandoned the business.

            Default Cues Lender to Foreclose Collateral

In a report filed with the Securities and Exchange Commission on
May 2, 2007, Stonepath's chief executive officer, Martin Muller-
Romheld, disclosed that on April 30, 2007, the company received a
notice of disposition of collateral under a security agreement,
dated as of Aug. 31, 2005, among Stonepath, various of its
subsidiaries including Stonepath Logistics Domestic Services Inc.,
and Laurus Master Fund Limited.

The notice, Mr. Muller-Romheld relates, was delivered by counsel
to Mass Financial Corp., which replaced Laurus as lender under a
security agreement by virtue of an assignment of loans, liens and
loan documents, dated as of Feb. 9, 2007.

Pursuant to the assignment, Mr. Muller-Romheld says that Mass
Financial purchased and assumed all of Laurus' right, title and
interest in and to Laurus' loans to Stonepath and the loan
documents entered into in connection with the loans, together with
all attendant liens, rights, claims, title, assignments and
interests.

The notice, Mr. Muller-Romheld continues, advised that Mass
Financial is in the process of negotiating specific sales of
collateral foreclosed upon in connection with the April 17, 2007
notice of default under the security agreement.   The collateral
consists inter alia of the shares of Stonepath Logistics Domestic
Services Inc. in and the assets of two subsidiaries of SLDS,
United American Freight Services Inc. and Stonepath Logistics
Government Services Inc.

On May 2, 2007, Stonepath received a notice of appointment of
receivers and managers from SBI Brightline LLC. relating to the
shares of Stonepath in its subsidiary Stonepath Holdings (Hong
Kong) Limited.

"Stonepath is contesting the legality of all or parts of the
transactions that resulted in the issuance of the promissory notes
default of which is asserted by SBI and has engaged legal counsel
in Hong Kong," Mr. Muller-Romheld explains.

            Form 10-K Non-Filing Cues Delisting Notice

On April 18, 2007, Stonepath received a notice from the American
Stock Exchange LLC that by failing to timely file its Annual
Report on Form 10-K for the fiscal year ended December 31, 2006,
the company has failed to satisfy standards for continued listing
of its securities on the Exchange under Sections 134 and 1101 of
the Amex Company Guide.

A day after, Stonepath advised representatives of the Exchange
that it continues to be unable to file its Form 10-K because its
current financial condition has not allowed for the engagement of
its auditors to perform an audit on its 2006 financial statements.

              Incurs Loss in Qtr Ended Sept. 30, 2006

For the three months ended Sept. 30, 2006, Stonepath incurred
a $20,744,000 net loss from operations on $65,251,000 of total
revenues, compared to a $445,000 income from operations on total
revenues of $80,973,000 for the three months ended Sept. 30, 2005.

Stonepath's balance sheet as of September 30, 2006, showed total
assets of $98,918,000, total liabilities of $81,174,000, and total
stockholders' equity of $11,883,000.

The company's accumulated deficit as of Sept. 30, 2006, increased
to $211,716,000 from $186,581,000 as of Dec. 31, 2005.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?1ed9

                    About Stonepath Group Inc.

Headquartered in Seattle, Washington, Stonepath Group Inc.
provides transportation and logistics services worldwide.  The
company offers various supply chain solutions to a diverse client
base, including manufacturers, distributors, and retail chains.


TOWNSEND CONSTRUCTION: Employs Mark Giunta as Bankruptcy Counsel
----------------------------------------------------------------
Townsend Construction, Inc. obtained from the U.S. Bankruptcy
Court for the District of Arizona authority to employ Mark J.
Giunta, Esq., as its counsel.

Mr. Giunta will:

     (a) furnish legal advice with respect to the powers and
         duties of debtor-in-possession in the continued operation
         of its affairs and management of its property;

     (b) prepare necessary applications, answers, orders,
         reports, motions and other legal papers; and

     (c) perform all other legal services necessary.

Mr. Giunta will bill the Debtor based on these hourly rates:

        Professional               Rate
        ------------               ----
        Mark J. Giunta, Esq.       $275
        Associate                  $150
        Legal Assistant            $60

Mr. Giunta has received a sum of $35,000 from the Debtor on April
13, 2007 and another $15,000 on April 16, 2007.  Prior to the
Debtor's bankruptcy filing, a sum of $4,668.50 was drawn from the
retainer on April 16, 2007, for pre-petition services and costs.

To the best of the Debtor's knowledge, Mr. Giunta does not
represent an interest adverse to the Debtor or the estate and his
employment would be in the best interest of this estate.

                    About Townsend Construction

Headquartered in Prescott, Arizona, Townsend Construction Inc. --
http://www.townsendhomes.com/-- is a semi-custom, custom home
builder.  The company filed for Chapter 11 protection on April 16,
2007 (Bankr. D. Ariz. Case No. 07-01693).  As of May 1, 2007, the
Debtor had $31,079,840 in total assets and $34,911,845 in total
debts.


TRW AUTOMOTIVE: Completes $2.5BB Credit Refinancing Thru Affiliate
------------------------------------------------------------------
TRW Automotive Holdings Corp., through its subsidiary TRW
Automotive Inc., has completed the refinancing of its existing
$2.5 billion credit facilities with new credit facilities in
approximately the same amount.

The new credit facilities are comprised of:

   -- a $1.4 billion revolving credit facility;

   -- a $600 million Term Loan A facility; and

   -- a $500 million Term Loan B facility.

The company expects to incur charges related to the transaction of
approximately $8 million during the second quarter of 2007.

J.P. Morgan Securities Inc. and Banc of America Securities LLC
acted as joint lead arrangers on the transaction.

                       About TRW Automotive

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


TRW AUTOMOTIVE: Fitch Rates New Sr. Secured Credit Facility at BB+
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to TRW Automotive Inc.'s
new senior secured revolving credit facility, new senior secured
term loan A facility and new senior secured term loan B facility.

The new bank lines replace the existing senior secured bank lines
and as such, do not affect the current ratings or Rating Outlook.

In addition, Fitch is withdrawing its issue ratings on the 9-3/8%
senior notes due 2013 ('BB-'), the 10-1/8% senior Euro notes due
2013 ('BB-'), the 11% senior subordinated notes due 2013 ('B+')
and the 11-3/4% senior subordinated Euro notes due 2013 ('B+')
following the tender of substantially all of the notes.

The current ratings of TRW Automotive Holdings Corp. and TRW
Automotive, Inc. are:

TRW Automotive Holdings Corp.

    -- Issuer Default Rating 'BB';

TRW Automotive Inc.

    -- Issuer Default Rating 'BB';
    -- Senior secured revolving credit facility 'BB+';
    -- Senior secured term loan A facility 'BB+';
    -- Senior secured term loan B facility 'BB+';
    -- Senior unsecured notes 'BB-'.

Fitch's rating actions affect approximately $4 billion in total
debt, including the undrawn revolving credit facility.  The Rating
Outlook is Stable.

TRW announced that it is refinancing $2.5 billion in existing bank
facilities with the same amount in new facilities.  The new credit
facilities include a $1.4 billion revolving credit facility, a
$600 million tranche A-1 term loan and a $500 million tranche B-1
term loan.  The new bank lines closed on May 9, 2007.

The new credit agreement lowers TRW's cost of capital, extends
maturities and loosens covenants.  Interest rates for the revolver
and tranche A-1 term loan are based on LIBOR plus an amount
determined by pricing grid based on a Net Leverage Ratio while the
tranche B-1 term loan interest rate is based on LIBOR plus 1.5% or
an alternative base rate plus 0.5%.  TRW's existing revolver and
tranche A term loan matures in January of 2010, the tranche B and
B-2 term loans mature in June 2012 and a tranche E term loan that
matures in October of 2010.  Under the new credit agreement, the
revolver matures five years from the closing date, the tranche A-1
term loan matures six years after closing and the tranche B-1
matures six years and nine months from the closing date.

Financial covenants are slightly less restrictive and include a
minimum interest coverage ratio and a maximum net leverage ratio.
The net leverage ratio takes unrestricted cash in excess of $100
million and up to $500 million and nets it against debt to
determine the ratio.  The current facility uses gross debt in the
calculation.

Fitch's ratings reflect TRW's relatively diverse customer base,
global manufacturing presence, as well as the company's
technology-driven products.  Operating efficiency, a substantial
book of business outside of North America and continued healthy
demand for safety related products partially offsets significant
declines in North American manufacturers' volumes as well as
industry cost challenges.  The company's margins remain at the
high end of the automotive supply chain.  Healthy margins and
liquidity should provide TRW with a buffer if industry
fundamentals were to erode materially.  Even when assuming adverse
economic and industry conditions through 2007, Fitch expects TRW
to generate free cash flow, although debt reduction could be
limited in such a scenario.

Fitch's concerns include debt levels, margin pressures from price
competition and raw materials, customers' production volumes,
potential work stoppages due to customers' critical union
negotiations, and a financially stressed base of suppliers other
than TRW.

Including the cash and marketable securities balance of $589
million, total liquidity at the end of the fourth-quarter 2006
(4Q06) was approximately $1.7 billion.  Also at the end of 4Q06,
TRW had approximately $830 million of availability under its
current revolver after $70 million in outstanding letters of
credit.  As of Dec. 31, 2006, there were no outstanding balances
on any of TRW's accounts receivable (A/R) programs.  Under the
U.S. A/R securitization facility, approximately $191 million of
receivables was eligible for borrowings and about $104 million
would have been available for funding.  After giving effect to a
January 2007 amendment to the A/R facility, $196 million would
have been available for funding.  In addition, approximately
EUR140 million and GBP11 million were available under uncommitted
European facilities.


TWEETER HOME: Posts $35.2 Mil. Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
Tweeter Home Entertainment Group, Inc. disclosed earnings results
for its second fiscal quarter ended March 31, 2007.

For the quarter ended March 31, 2007, total revenue from
continuing operations decreased 13% to $163 million compared to
$187 million in the same period last year.  Comparable store sales
decreased 13%.  Excluding sales from the recently announced 49
closing stores, comparable store sales decreased 13% as well.
Revenue from retail stores, excluding revenues from closed stores,
was down 44% for projection televisions and 35% for plasma
televisions.  These decreases were partially offset by an increase
of 72% for revenue from LCD televisions.

Gross profit margin for the quarter was 39.2% compared to 43.0% in
the same period last year.  The decline was due to lower gross
margin in the television category, as well as reduced vendor
funding in volume rebates and stretch goals as compared to last
year.

SG&A expense was reduced $5.6 million for the quarter compared to
the same period last year.  Compensation was down $4.3 million,
primarily due to lower headcount.  Insurance was down $1.4 million
due to lower claims costs and commensurate reserves adjustments.

Operating loss for the three months ended March 31, 2007 was
$38.0 million compared to operating income of $1.0 million last
year.  Included in this year's operating loss were restructuring
and impairment charges of $27.2 million and $1.7 million,
respectively.  The restructuring charges were mostly non-cash,
including $25.4 million to write-down fixed assets at closing
stores, $0.9 million to write-down goodwill, $0.5 million for
accrued severance and benefits and $0.4 million for professional
fees associated with liquidation of inventory.  Additionally, the
company recorded impairments of $1.7 million relating to certain
stores that are not closing.

Net loss from continuing operations for the three-month period was
$35.2 million compared to net income of $0.4 million for the same
period last year.  Net loss included an income tax benefit of
$3.7 million, as the Company's federal income tax settlement was
higher than the receivable it was carrying.

For the six months ended March 31, 2007, total revenue from
continuing operations decreased to $397 million, from $453 million
last year.  Comparable store sales decreased 11% for the same
period.

Operating loss for the six months ended March 31, 2007 was
$35.4 million compared to operating income of $16.4 million last
loss from continuing operations for the six-month period was
$34.3 million compared to net income of $14.8 million for the same
period last year.

Tweeter continues to evaluate both its short and long-term capital
needs in light of its efforts to stem its losses. The company
received its anticipated federal tax refund during the quarter
ended March 31, 2007, totaling $13.9 million, including interest
of $1.6 million. In addition, the Company is in the midst of
executing its recently announced restructuring plan to close 49
stores, two regional facilities and exit several regions of the
country, the goal being to eliminate unprofitable stores and focus
its efforts on better-performing regions.  As of May 8, 2007, the
company had sold approximately $17 million of the $35 million in
inventory available for sale at the closing stores, and these
sales yielded a positive gross profit.

As of this writing, six of the 49 identified stores are closed
with no continuing sales or payroll associated with them.  The
Company expects to close two more stores in May and the balance in
June.

Although the company expects the restructuring to have a positive
effect on its operations in the future, closing stores results in
additional short-term expenses that put further strain on current
cash needs. The company is working with the landlords of the
closing stores to reach termination settlements that will reduce
the cost of such closings.

"We will continue to stay true to our traditional high-end niche
as we work our way through these challenges," said Tweeter
President and CEO Joe McGuire.  "We will remain focused on the
mid- to upper-end HDTV market as we continually change our
assortment to reflect that direction.  We believe this strategy is
compatible with the full-service solution that we provide our
customers with everyday: a great retail store, top-notch system
design, and elegant installation all wrapped up in a professional,
personalized experience at all points of contact."

Tweeter's CE Playground stores continue to outperform the
Company's traditional shops in margin, sales and in-home
installations in their respective markets.  Two of these stores
were converted from their original format in the past year and
both stores registered strong sales increases during the quarter,
with their combined sales up 24%.  The stores have given Tweeter a
unique model to live along side the traditional grab-and-go box
retailers.

"We are very encouraged by the success of our Playground stores,"
said McGuire.  "That is why such a large part of our restructuring
plan is to continue to execute this concept in our remaining 97
traditional stores by taking what we have learned from our current
Playground stores and rolling it into our existing fleet."

Based in Canton, Massachusetts, Tweeter Home Entertainment Group,
Inc. (NASDAQ: TWTR) -- http://www.twtr.com/-- and --  
http://www.tweeter.com/-- was founded in 1972 by the Company's
Chairman, Sandy Bloomberg.  The Company is a national specialty
consumer electronics retailer providing home and mobile
entertainment solutions.  The company operates 147 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, Southern California, Phoenix
and Las Vegas.


TWEETER HOME: Mulls Bankruptcy Amid Insufficient Working Capital
----------------------------------------------------------------
Tweeter Home Entertainment Group, Inc., believes that it does not
have sufficient working capital to fund its short-term needs, the
company disclosed in a press release posted on their website.

The short-term needs includes items such as payment of costs
associated with store closings, lump-sum payments to landlords of
closed stores with whom it reaches settlements, and to fund its
long-term cash needs.

The company had previously said that it was closing 49 stores as
"part of a restructuring plan with a long-term goal of eliminating
unprofitable stores."

The company says it is pursuing other alternatives for raising
additional capital that could take the form of debt or equity, but
there can be no assurance that additional debt or equity will be
available on acceptable terms or at all.  Any equity financing
however, could result in substantial dilution to existing
stockholders.

Absent obtaining additional capital or reaching adequate
settlements with the landlords of its closing stores, the company
may choose to file for reorganization under Chapter 11 of the
bankruptcy code.

Based in Canton, Massachusetts, Tweeter Home Entertainment Group,
Inc. (NASDAQ: TWTR) -- http://www.twtr.com/-- and --  
http://www.tweeter.com/-- was founded in 1972 by the Company's
Chairman, Sandy Bloomberg.  The Company is a national specialty
consumer electronics retailer providing home and mobile
entertainment solutions.  The company operates 147 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, Southern California, Phoenix
and Las Vegas.


TWEETER HOME: Expects to File Second Quarter Form 10-Q by May 15
----------------------------------------------------------------
Tweeter Home Entertainment Group, Inc., disclosed in a filing with
the U.S. Securities and Exchange Commission that it expects to
file its quarterly report on Form 10-Q for the period ended March
31, 2007, by the extend deadline of May 15, 2007.

The company says it was unable to timely file its report since its
interim financial statements for the period ended March 31, 2007
are not yet finalized.

In a press release on its website, company Senior Vice President
and Chief Financial Officer Greg Hunt said, "As part of our normal
review process our finance team recognized an error in the
accounting for our deferred compensation plan.  In prior periods
we had tracked the plan's assets along with the liability to the
plan participants, but we did not record these amounts in our
financial statements, as they essentially netted to zero.  In
accordance with deferred compensation accounting literature, we
should have presented these items separately, or "grossed up" on
our balance sheets and recorded gains or losses on the invested
assets as other income/expense, offset by an equal amount of
compensation expense, on our statements of operations.  We expect
the impact on our earnings of this change to be zero.  We will
file Form 12b-25 with the SEC to extend the filing deadline for
our Form 10-Q for an additional five calendar days to allow our
staff to complete its review of this accounting and disclosure for
the deferred compensation plan.  Even though we believe the
quantitative impact of this error to our prior financial
statements to be immaterial, we plan to amend our Form 10-K for
the year ended September 30, 2006 and our Form 10-Q for the period
ending December 31, 2006 as soon as is practicable to reflect the
restatement of the financial statements included in those filings
to correct this error.  The historical condensed financial
statements attached to this press release have been restated to
correct the accounting for the deferred compensation plan."

Based in Canton, Massachusetts, Tweeter Home Entertainment Group,
Inc. (NASDAQ: TWTR) -- http://www.twtr.com/-- and --  
http://www.tweeter.com/-- was founded in 1972 by the Company's
Chairman, Sandy Bloomberg.  The Company is a national specialty
consumer electronics retailer providing home and mobile
entertainment solutions.  The company operates 147 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, Southern California, Phoenix
and Las Vegas.


TXU CORP: Posts $497 Million Net Loss in Quarter Ended March 31
---------------------------------------------------------------
TXU Corp. reported a net loss of $497 million on operating
revenues of $1.7 billion for the first quarter ended March 31,
2007, compared with net income of $576 million on operating
revenues of $2.30 billion for the same period last year.

TXU Corp.'s operating revenues decreased $635 million, or 28%, to
$1.7 billion in 2007.

Operating revenues in the TXU Energy Holdings segment decreased
$694 million to $1.3 billion.  The decrease was driven by
unrealized mark-to-market net losses of $697 million related to
positions in the long-term hedging program.  The losses reflected
higher forward market prices of natural gas, with higher prices in
all future periods of the hedges.

Operating revenues in the Oncor Electric Delivery segment
increased $57 million, or 10%, to $619 million.  The revenue
increase reflected an 8% increase in delivered volumes driven by
colder weather and growth in points of delivery and higher
transmission and distribution tariffs.

Gross margin decreased $778 million, or 63%, to $460 million in
2007.

The net loss for the first quarter of 2007 included net after-tax
expenses of $941 million, treated as special items, which consist
primarily of a charge of $463 million associated with the first
quarter suspension of certain generation facility development
projects, which are to be terminated upon closing of the proposed
merger between TXU and an investor group led by Kohlberg Kravis
Roberts & Co. (KKR) and Texas Pacific Group, and unrealized mark-
to-market losses of $449 million on positions in the long-term
hedging program.

First quarter 2006 reported earnings included income from
discontinued operations of $60 million, related primarily
to reversal of an income tax reserve for TXU Gas upon favorable
resolution of a tax audit matter, as well as special items
totaling $13 million, in net after-tax expenses.

Operational earnings, which exclude special items and income or
losses not related to continuing operations, were $444 million, in
the first quarter 2007 compared to $529 million in the first
quarter 2006.

The change was primarily due to a reduction in contribution margin
(operating revenues less fuel, purchased power and delivery
fees) and increased selling, general and administrative expenses
substantially related to the generation facility development
program, partially offset by a reduction in net interest expense.

Income tax benefit on loss from continuing operations totaled
$273 million in the 2007 quarter compared to income tax expense on
income from continuing operations of $251 million in the 2006
quarter.

Total debt, excluding $1.1 billion of transition bonds and
$244 million of debt proceeds from the issuance of pollution
control revenue bonds related to the generation development
program, which are held as restricted cash, increased by
$686 million compared to March 31, 2006, and $1.6 billion compared
Dec. 31, 2006.

First quarter 2007 cash used in operating activities was
$88 million, an increase of $1.1 billion from first quarter 2006.
The change reflected $778 million of increased net commodity
margin postings due to the effect of higher forward natural gas
prices on hedge positions, a premium of $102 million paid in 2007
related to a structured economic hedge transaction in the long-
term hedging program, an $84 million unfavorable change in working
capital, and $51 million of lower operating earnings taking into
account certain non-cash expenses and income.

At March 31, 2007, the company's balance sheet showed
$25.9 billion in total assets, $24.8 billion in total liabilities,
and $1.1 billion in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $3.2 billion in total current assets
available to pay $4.7 billion in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1ed7

                          Proposed Merger

On Feb. 25, 2007, TXU Corp. entered into a Merger Agreement under
which an investor group led by Kohlberg Kravis Roberts & Co. and
Texas Pacific Group is expected to acquire TXU Corp. if the
relevant conditions to closing are satisfied.  The transaction is
valued at approximately $45 billion.

All required regulatory approvals for consummation of the proposed
merger are expected to be obtained by the fourth quarter of 2007.

                      About TXU Corporation

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/ -- is an energy company that manages a
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
the proposed acquisition of TXU Corp. by a consortium of private
equity investors will likely lead to a period of aggressive
financing that could make TXU a deeply speculative-grade rated
company, Moody's Investors Service says in a new report exploring
the proposed transaction's credit implications.

Currently, only TXU's senior unsecured debt, at Ba1, is rated
non-investment grade.


UAL CORP: Flight Unions Say Re-Election of UAL Directors is Risky
-----------------------------------------------------------------
United Airlines Corporation flight attendants are concerned with
the risky shareholder decision to re-elect the 10 nominees of the
UAL Board of Directors while the only thing rising at United
Airlines is executive compensation.

Previously the flight attendant's union, the Association of Flight
Attendants-CWA, AFL-CIO (AFA-CWA), had urged its members who hold
stock in the company to withhold authority for election of the 10
ten nominees for the UAL board.

"Flight attendants and other workers withheld support for the UAL
BOD, but other shareholders are still hoodwinked and have yet to
recognize the danger of the BOD's inaction," said Greg
Davidowitch, President of AFA-CWA at United.

During the proxy voting for the UAL BOD nominees the union
outlined the failure of the directors including:

    -- favoring management's interests over those of employees and
       shareholders;

    -- failing to align the interests of management with other
       employees; and

    -- that the Compensation Committee of the Board of Directors
       is responsible for setting the compensation levels of
       management employees, which recently has led to
       disproportionate rewards for company executives at a time
       of disproportionate sacrifice by the employees.

"We're mad as hell.  Executives have shuffled titles to get raises
while Tilton and McDonald re-negotiated their contracts post-
bankruptcy to grab 40% raises and other lucrative perks.  Clearly,
there's plenty of money to go around.  All we're trying to do is
re-negotiate to force executives to live up to the promise of
shared reward," Davidowitch said.  "Management must immediately
move up contract bargaining dates to improve pay, success sharing
and Flight Attendant quality of work life; the future of United
Airlines depends upon this critical business move."

Flight attendants and other employees formed picket lines in front
of the UAL shareholder's meeting.  The unionized workers walked
the picket line demanding shared rewards.

"The UAL BOD has failed us, and shareholders will soon feel duped
as well.  At this first UAL shareholder's meeting we should all be
celebrating our collective success, sharing in the rewards of
United Airlines and instead we are forced to protest gross
injustice.  We, the employees, are United, and we will ensure our
airline succeeds for employees, passengers and shareholders alike.
That starts with stomping out this greed in favor of rewards for
all," Davidowitch said.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- through United Air Lines, Inc., is
the holding company for United Airlines -- the world's second
largest air carrier.  The company filed for chapter 11 protection
on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  When the
Debtors filed for protection from their creditors, they listed
$24,190,000,000 in assets and $22,787,000,000 in debts.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20,
2006.  The company emerged from bankruptcy protection on
Feb. 1, 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Moody's Investors Service assigned B1, LGD-3 42% ratings to the
United Air Lines Inc. $2.1 billion Senior Secured Revolving Credit
and Term Loan.  Moody's also assigned the B2 corporate family and
probability of default rating and a stable outlook at UAL
Corporation.  At the same time, Moody's withdrew its corporate
family and probability of default ratings assigned at the United
level and affirmed its SGL-2 speculative grade liquidity rating.
Moody's will withdraw the ratings on United's existing $3 billion
of revolving credit and term loans once the new Bank Facilities
close.  The rating outlook is stable.


VCA ANTECH: Credit Facility Amendment Cues Moody's to Hold Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed VCA Antech, Inc.'s and Vicar
Operating Inc.'s Ba3 Corporate Family Rating and B1 Probability of
Default Rating following its a recent amendment to its existing
credit facility to permit an increase in the term loan to
$535 million from $375 million.

Proceeds from the $160 million increase in the term loan will be
used to fund the acquisition of Healthy Pet Corporation, pay
upfront integration costs such as severance expenses, and pay
related fees and expenses.  Closing of the transaction is expected
in June 2007.  Concurrently, the company's Ba3 ratings on its
revolver and term loan were affirmed.  The rating outlook was
revised to stable from positive.

The affirmation of the Ba3 Corporate Family Rating acknowledges
VCA's high operating margins, strong cash flows, track record for
debt repayment, and successful integration of past acquisitions.

"Since fiscal year ended December 31, 2002, the company has
increased its annual free cash flow generation to $92 million for
the fiscal year ended December 31, 2006 from $49 million", noted
Sidney Matti, Analyst at Moody's.  He further stated that, "The
increase in free cash flow has translated to free cash flow to
adjusted debt of 13.4% for the fiscal year ended December 31, 2006
which compares favorably to the Ba3 rating universe."

Moody's expects free cash flow to adjusted debt to accelerate over
the intermediate term as the company experiences single digit
organic growth coupled with tuck-in acquisitions.

The Ba3 Corporate Family Rating also considers the increased pro
forma leveraged position, its highly acquisitive nature and
significant concentration within one business segment.  "Pro forma
for the Healthy Pet transaction, VCA will have adjusted debt to
EBITDA of approximately 3.2 times and free cash flow to adjusted
debt of approximately 11.1%", said Matti.  Matti further noted
that, "Over the intermediate term, Moody's anticipates that the
company's adjusted debt to EBITDA will remain above 2.0 times,
while free cash flow to adjusted debt will remain below 15%".

Since 2004, the company has spent over $260 million in
acquisitions partially financed with debt.  Two acquisitions (e.g.
Pet's Choice, Inc. and National PetCare Centers, Inc.) comprised a
majority of the acquisitions (aggregate total of approximately
$168 million).  The remaining acquisitions have been stand-alone
veterinary clinics.  The acquisition of Healthy Pet will give the
company an additional 44 hospitals with entry into the Rhode
Island market.

The revision of the rating outlook to stable from positive
anticipates the integration risk and temporary increase in
leverage over the near term associated with the acquisition of
Healthy Pet.  Additionally, the rating outlook incorporates
Moody's expectation that the company will experience mid single
digit organic growth as well as continue its acquisition strategy,
though likely on smaller targets, over the intermediate term.

These ratings were affirmed:

    * Ba3 Corporate Family Rating;

    * B1 Probability of Default Rating;

    * Ba3 (to LGD3/31% from LGD2/29%) rating on the $75 million
      Senior Secured Revolver due 2010; and

    * Ba3 rating (to LGD3/31% from LGD2/29%) on the $535 million
      Senior Secured Term Loan due 2011.

Headquartered in Los Angeles, California, VCA Antech, Inc. is a
leading animal healthcare services company operating in the U.S.
The company provides veterinary services (387 animal hospitals)
and diagnostic testing (33 veterinary diagnostic laboratories) to
support veterinary care and sells diagnostic imaging equipment and
other medical technology products and related services to the
veterinary market.  For the fiscal year ended December 31, 2006,
the company reported approximately $1.0 billion in revenues.


VITAMIN SHOPPE: High Leverage Cues S&P to Cut Credit Rating to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the ratings, including
its corporate credit rating, on North Bergen, New Jersey-based
Vitamin Shoppe Industries Inc. to 'B' from 'B+.'  The outlook is
stable.

The rating action reflects the company's failure to reduce
leverage to levels consistent with the 'B+' rating; leverage for
fiscal 2006 remained above 6x, and cash flow protection measures
were weak.

"We expect Vitamin Shoppe to maintain current credit metrics and
margins despite expectations for additional growth," said Standard
& Poor's credit analyst Jackie E. Oberoi, "but should operating
performance decline leading to deteriorating credit metrics, we
would consider an outlook change to negative."


WARNACO GROUP: Revenue Rise Cues S&P's Positive Outlook
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Warnaco
Group Inc. (including the 'BB-' corporate credit rating) and its
wholly owned subsidiary Warnaco Inc. on CreditWatch with positive
implications.  The New York City-based apparel company had about
$405 million in debt outstanding at March 31, 2007.

"The CreditWatch placement follows the company's earnings
announcement for the first fiscal quarter ended March 31, 2007,
that indicated a continuation of positive operating momentum for
the past several fiscal quarters," said Standard & Poor's credit
analyst Susan Ding.  For the quarter, revenues rose 21% over the
prior-year period, as a result of gains in all of the company's
business segments, especially in its worldwide Calvin Klein
businesses.  Correspondingly, the company's gross and operating
margins increased by over 300 basis points, as a result of better
sourcing and operating efficiencies.  Warnaco's sustained
improvement in operating performance has enabled the company to
reduce leverage and steadily improve credit measures.

Standard & Poor's will review the company's financial and
operating strategies in order to resolve the CreditWatch listing.


WEST CORP: Additional $135 Mil. Loan Cues S&P to Affirm B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' loan and '2'
recovery ratings on the senior secured first-lien bank facility of
business process outsourcer Omaha, Nebraska-based West Corp.
(B+/Stable/--), following the announcement that the company will
add $135 million to its first-lien term loan.  The bank loan
rating is at the same level as the corporate credit rating.  The
'2' recovery rating indicates the expectation for substantial
(80%-100%) recovery of principal in the event of a payment
default.  Pro forma for the proposed add-on term loan, the
facility will consist of a $250 million revolving credit facility
due 2012 and a $2.24 billion term loan B due 2013.

The company will use proceeds from the proposed add-on term loan
to finance the acquisition of Omnium Worldwide Inc.  Omnium is a
provider of revenue cycle management services to the insurance,
financial services, communications, and health care industries.


WHITE BIRCH: Moody's Junks Rating on $125 Million 2nd-Lien Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to White Birch
Paper Company's proposed seven year, $425 million first lien
senior secured term loan B and a rating of Caa1 to the company's
$125 million second lien senior secured term loan C.

In addition, Moody's affirmed the company's Ba3 rating to its
senior secured revolving credit facility, B2 corporate family
rating, stable outlook, and speculative grade liquidity rating of
SGL-2.  Proceeds from the new term loan will be used to refinance
its existing senior secured credit facilities.  The company
recently announced its intention to restructure the previously
announced syndication of a $550 million senior secured term loan
facility into a two tranche structure.

The B2 corporate family rating reflects the emerging unfavorable
trends within the newsprint industry.  These trends include a
decline in consumption rates for newsprint, weakening prices, and
escalating wastepaper, wood chip, and energy costs.  White Birch's
recently improved operating performance, low cost position, and
good liquidity drive the affirmation of the corporate family
rating.  At the same time, the company's reliance on a single
commodity product, the cyclical nature of newsprint prices,
acquisition risk, and the challenges continuing to impact the
paper sector such as overcapacity, weak demand, elevated costs for
raw materials and energy, and significant competitive pressures
temper the ratings.

In the prior year, Moody's highlighted that White Birch's ratings
could improve if the company was successful in reducing debt on a
sustainable basis while improving its cost position.  Despite
favorable cost reduction efforts and improved cash flow in 2006,
it is Moody's opinion that significant declines in newsprint
pricing, consumption rates, and elevated wastepaper and wood chip
costs in 2007 make it unlikely that White Birch will sustain its
recent operating performance and significantly reduce debt levels.

High ONP costs have been attributable to strong demand in China
and shortages in the United States.  Also, White Birch's mills
located in Quebec are experiencing higher wood chip costs as
sawmills have been shutting down due to the housing slowdown.
Moody's expects that these factors will weaken the company's
operating margins in the near term.

Assignments:

Issuer: White Birch Paper Company

    * 1st Lien Sr. Sec. Term Loan, Assigned B1 and a range of
      41-LGD3

    * 2nd Lien Sr. Sec. Term Loan, Assigned Caa1 and a range of
      78--LGD5

Withdrawals:

Issuer: White Birch Paper Company

    * Sr. Sec. Bank Credit Facility, Withdrawn, previously B2 and
      a range of 49-LGD3

White Birch Paper Company, headquartered in Greenwich, CT, is a
producer of newsprint and directory paper in North America.


WHOLE FOODS: Earns $46 Million in 12 Weeks Ended April 8
--------------------------------------------------------
Whole Foods Market Inc. reported financial results for the
12-week quarter and 28-week period ended April 8, 2007.

Net income for the 12-week quarter ended April 8, 2007 was
$46 million, compared to $51.8 million net income in the same
period ended April 9, 2006.

Sales increased 11.6% to $1.5 billion driven by 12% ending square
footage growth and a 6% increase in comparable store sales on top
of an 11.9% increase in the prior year.

During the quarter, the company produced $67 million in cash flow
from operations and received $14 million in proceeds from the
exercise of stock options.  Capital expenditures in the quarter
were $102 million of which $77 million was for new stores, and the
company paid approximately $25 million to shareholders in cash
dividends.  At the end of the quarter, the company had total cash
and investments of approximately $170 million and total long-term
debt of approximately $3 million.

For the 28-week period ended April 8, 2007, the company disclosed
net income of $99.7 million, compared to net income of $110.1
million in the same period ended April 9, 2006.

Sales increased 11.9% to $3.3 billion driven by 12% ending square
footage growth and comparable store sales growth of 6.6%.

"We opened a record six new stores during the quarter which brings
us to 15 opened over the last 12 months, and we are still on track
to open more stores this fiscal year than we ever have," John
Mackey, chairman, chief executive officer, and co-founder of Whole
Foods Market, said.  "We are very excited to see the acceleration
in our new store openings materialize as some of these are
incredibly exciting stores that will allow us to redefine the
marketplace and further differentiate our shopping experience from
other food retailers.  In addition, our new stores open at least
one year continue to outperform our sales and ROIC projections,
and we expect these new stores to be strong drivers of our future
sales and earnings growth."

As of April 8, 2007, the company's balance sheet showed total
assets of $2.1 billion and total liabilities of $686 million,
resulting in a $1.5 stockholders' equity.  Equity as of April 9,
2006, was $1.4 billion.

                    Wild Oats Proposed Merger

On April 24, 2007, the company extended the expiration date for
its tender offer to purchase outstanding shares of Wild Oats
Markets, Inc. to 5:00 p.m., Eastern Daylight Time, on Tuesday, May
22, 2007.  The company is working diligently with the Federal
Trade Commission regarding the FTC's Hart-Scott-Rodino review.
Although the FTC has not yet decided whether to challenge the Wild
Oats transaction, members of the FTC staff have voiced concerns
regarding perceived anticompetitive effects resulting from the
proposed tender offer and merger.

                    About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a Fortune
500 company and the largest natural and organic foods retailer.
The company had sales of $5.6 billion in fiscal year 2006 and
currently has 191 stores in the United States, Canada and the
United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services said that while the ratings on
Whole Foods Market Inc., including the 'BBB-' corporate credit
rating, currently remain on CreditWatch with negative
implications, where they were placed on Feb. 22, 2007, S&P will
lower the corporate credit rating to 'BB+' from 'BBB-' upon
closure of its acquisition of Wild Oats Inc.  At this time,
ratings will also be removed from CreditWatch.  The outlook will
be stable.


YUKOS OIL: Khodorkovsky's Counsel Provides Comment on Liquidation
-----------------------------------------------------------------
As the Russian bankruptcy liquidator organizes the final auctions
of Yukos Oil, once Russia's largest and most prestigious private
oil company, Robert Amsterdam, the international counsel to the
political prisoner Mikhail Khodorkovsky, issued these comments:

"This is the ending we have been expecting for some time," said
Mr. Amsterdam.  "From the beginning of the attack on Yukos and the
unlawful imprisonment of my client, to the final rigged auction,
the process has been riddled with procedural and legal violations
which have thoroughly discredited any claim of legitimacy to the
charges by the State."

"The media is wont to say that the conclusion of the Yukos affair
marks the end of an era of vast personal enrichment - but that's
not true.  Now it is the siloviki inside the Kremlin lining their
pockets under the guise of public trust.  I challenge the
government to show where the auction money is really going," Mr.
Amsterdam said.  "The Kremlin would like you to believe that Yukos
was the Enron of Russia - but that's not true, and there's no
plausible explanation how in 2004 the company should owe a
preposterous eight rubles tax for every one ruble of revenue, or
how the chief bankruptcy liquidator gets nominated for the board
of Rosneft next to the president's other friends."

"The most shameful feature of the Yukos auctions has been Russia's
successful arm-twisting of energy multinationals to provide a
service of 'reputation laundering' in the fencing of these stolen
goods," said Mr. Amsterdam.  "But let it be known to firms such as
ENI, Enel, BP, and Royal Dutch Shell who have bought or expressed
interest in bidding on Yukos assets, that the number of
accomplices does not lessen the gravity of the crime.  Aside from
making a mockery out of their pledges to corporate social
responsibility, their shameful attempts to curry favor with a
corrupt regime at the cost of human rights will ultimately fail,
and within the year these companies will again face harassment
from the authorities."

                         About Yukos Oil

Based in Moscow, Yukos Oil -- http://yukos.com/-- is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was
dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A
few days later, the Russian Government sold its main production
unit Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


YUKOS OIL: Unitex Wins Petrol Station Assets for RUR12.4 Billion
----------------------------------------------------------------
Royal Dutch Shell and TNK-BP Holding Ltd. lost out to little-known
OOO Unitex in a bid to acquire OAO Yukos Oil Co.'s 537 petrol
stations in Russia at yesterday's auction, Tanya Mosolova writes
for Reuters.

Unitex offered RUR12.4 billion or $484.3 million for the lot, 62%
more than the RUR7.7 billion price tag set by the auctioneer.

According to the report, Rosneft failed to register in the auction
but said it was still interested in buying the petrol station
network.  Rosneft spokesman Nikolai Manvelov said a complicated
legal structure for some of the assets delayed the investment
committee's approval of the said purchase, Reuters relates.

Media reports revealed potential links between Unitex and
Gazprom's banking arm Gazprombank.  Gazprombank has consistently
denied its connection with Unitex.

Unitex participated in the auction for Yukos' East Siberian assets
on May 3, but dropped out after 36 bids on top of a RUR166.34
billion starting price.  The lot, which consists of stakes in:

   -- 100% of Tomskneft
   -- 70.78% of Vostsibneftegaz
   -- 5.89% of Yeniseineftegaz
   -- 100% of Angarsk Petrochemical Company
   -- 100% of Achinsk Oil Refinery, and
   -- 100% Angarsk Polymer Plant

went to Rosneft's OOO Neft-Aktiv unit for RUR177.7 billion
instead.

Rosneft Oil and Gazprom were earlier seen as the most likely
bidders for the bulk of the nearly 200 Yukos assets up for
liquidation, which bankruptcy receiver Eduard Rebgun aims to sell
by August 2007.

Aside from being a potential buyer, Rosneft also holds a
RUR264.6 billion ($10 billion) claim against Yukos, which
entitled Rosneft a seat in the firm's creditors' committee.

Mr. Rebgun has estimated the firm's assets between $25.6 billion
and $26.8 billion, minus a possible liquidation discount of not
more than 30%.  As of Jan. 31, claims against Yukos filed by 68
creditors reached RUR709 billion ($26.8 billion).

                          About Rosneft

Headquartered in Moscow, Russia, OAO Rosneft Oil Co. --
http://ns.roilcom.ru/english/-- produces and markets petroleum
products.  The Company explores for, extracts, refines and
markets oil and natural gas.  Rosneft produces oil in Western
Siberia, Sakhalin, the North Caucasus, and the Arctic regions of
Russia.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was
dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A
few days later, the Russian Government sold its main production
unit Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


YUKOS OIL: Rosneft Wins Samara Assets for RUR165.5 Billion
----------------------------------------------------------
OAO Rosneft Oil, through its OOO Neft-Aktiv unit, won the auction
for OAO Yukos Oil Co.'s Samara assets on May 10, outbidding the
Versar Company, Itar-Tass reports.

The company offered RUR165.5 billion for the assets from an
initial price of RUR154 billion.

According to Itar-Tass, the assets included in Lot No. 11 are:

   -- 100% in Samaraneftegaz

   -- 100% in the Kuibyshev, Syzran and Novokuibyshev oil
      refineries

   -- 100% in Kuibyshev-Terminal

   -- 100% in Novokuibyshevsk-Terminal

   -- 100% in Syzran-Terminal

   -- 100% in Samaranefteprodukt

   -- 100% in Samara-Terminal

   -- 100% in Imushchestvo-Servis-Samara

   -- 100% in Kinelsky Warehouse

   -- 98.1% in Neftegorsk Gas Processing Factory

   -- 98.1% in Otradny Gas Processing Factory

   -- 75% in Inzerneft

   -- 95.43% in Srednevolzhsky Research Institute for Oil
      Processing

   -- 86.05% in Samaraneftekhimproect

   -- 81% in Samara Research and Production Institute of Oil

   -- 51.17% in Samaraneftegeofizika

   -- 44.28% in Samaraneftekhimavtomatika

   -- 38% in Samaranefteprodukt-Avtomatika and

   -- other assets.

Rosneft Oil and Gazprom were earlier seen as the most likely
bidders for the bulk of the nearly 200 Yukos assets up for
liquidation, which bankruptcy receiver Eduard Rebgun aims to sell
by August 2007.

Aside from being a potential buyer, Rosneft also holds a
RUR264.6 billion ($10 billion) claim against Yukos, which
entitled Rosneft a seat in the firm's creditors' committee.

Mr. Rebgun has estimated the firm's assets between $25.6 billion
and $26.8 billion, minus a possible liquidation discount of not
more than 30%.  As of Jan. 31, claims against Yukos filed by 68
creditors reached RUR709 billion ($26.8 billion).

                          About Rosneft

Headquartered in Moscow, Russia, OAO Rosneft Oil Co. --
http://ns.roilcom.ru/english/-- produces and markets petroleum
products.  The Company explores for, extracts, refines and
markets oil and natural gas.  Rosneft produces oil in Western
Siberia, Sakhalin, the North Caucasus, and the Arctic regions of
Russia.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was
dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A
few days later, the Russian Government sold its main production
unit Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for US$27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* Aon Corp. Establishes New Turnaround and Restructuring Practice
-----------------------------------------------------------------
Aon Corp. has created a new business organization, the Turnaround
and Restructuring Practice, in response to increased business
turnaround activity.

The company says business conditions appear to be ripe for more
frequent business turnarounds, citing factors such as significant
capital at the disposal of large and middle-market-oriented
private equity firms and hedge funds, and more companies in crisis
with available cash delaying fixing operational problems.

"'Turnaround' includes financial and operational restructuring,
which may or may not include the filing for bankruptcy," said
Michael Toner, managing principal of Aon's brokerage subsidiary,
Aon Risk Services Americas and CEO of TARP.  "Companies in
turnaround are largely abandoned by the brokerage and agency
community.  This is ironic given that it is a time of great client
need.  Our new practice will specialize in serving companies in
turnaround.  Our staff is comprised of skilled insurance
executives with a formal understanding of bankruptcy and related
laws."

TARP is called in for its competence in handling insurance issues
so consultants and chief restructuring officers can focus on the
most pressing issues.  "Our objective is to build a stable risk
management platform in support of the long-term recovery and
success of our clients," said Toner.

The national practice will be based in Boston.  The initial
offering will be property and casualty-oriented, but will expand
over time into pension, employee retention, executive compensation
and International products and services.

According to Toner, TARP will follow a few guiding principals:

    -- act quickly and professionally to protect cash and preserve
       operational alternatives;

    -- strike an optimal balance between critical protection and
       curtailed resources;

    -- maintain continual communications between key internal and
       external stakeholders, work in close partnership with
       turnaround professionals and chief restructuring officers;

    -- build a secure risk management platform for restructuring
       and recovery; and

    -- leverage off of Aon's exceptional expert and global
       capabilities to deliver seamless cross-border solutions as
       needed.

Ted Devine, executive vice president and chief operating officer
of ARS Americas said, "Mike Toner and TARP will manage engagements
and mobilize the finest resources to advise and support companies
in handling all crucial risk management aspects of turnaround.
The new Practice fits Aon's strategic commitment to provide our
clients with top-caliber professional services from a single
source."

                        About Aon Corp.

Aon Corporation (NYSE: AOC) -- http://www.aon.com/-- is a
provider of risk management services, insurance and reinsurance
brokerage, human capital and management consulting, and specialty
insurance underwriting.  There are 43,000 employees working in
Aon's 500 offices in more than 120 countries. Backed by broad
resources, industry knowledge and technical expertise, Aon
professionals help a wide range of clients develop effective risk
management and workforce productivity solutions.


* Four Stroock & Stroock Partners Leave for O'Melveny & Myers
-------------------------------------------------------------
Stroock & Stroock & Lavan LLP four corporate partners Doron
Lipshitz, Esq. and Patricia Perez, Esq., and restructuring
partners Gerald Bender, Esq. and Michael Sage, Esq. are relocating
to O'Melveny & Myers LLP.

                  About O'Melveny & Myers LLP

O'Melveny & Myers LLP -- http://www.omm.com/-- helps industry
leaders across a broad array of sectors manage the complex
challenges of succeeding in the global economy.

                    About Stroock & Stroock

Stroock & Stroock & Lavan LLP -- http://www.stroock.com/-- is a
law firm providing transactional and litigation guidance to
leading multinational corporations, investment banks and venture
capital firms in the U.S. and abroad.  Stroock's practice areas
include capital markets/securities, commercial finance, mergers &
acquisitions and joint ventures, private equity/venture capital,
private funds, derivatives and commodities, employment law and
benefits, energy and project finance, entertainment, financial
restructuring, financial services litigation, insurance,
intellectual property, investment management, litigation, personal
client services, real estate, structured finance and tax.


* O'Melveny & Myers Adds Four Stroock Attorneys to New York Office
------------------------------------------------------------------
O'Melveny & Myers LLP has disclosed that Michael J. Sage, Esq.,
formerly the co-chair of Stroock & Stroock & Lavan LLP's Financial
Restructuring Group, along with fellow former Stroock partners
Gerald C. Bender, Esq., Doron Lipshitz, Esq., and Patricia M.
Perez, Esq., have joined O'Melveny's New York office.  Michael
Sage will be co-head of O'Melveny's Business Restructuring and
Reorganization Group, along with San Francisco-based partner
Suzzanne Uhland, Esq.

Arthur B. Culvahouse, Jr., Chair of O'Melveny & Myers, said, "We
are delighted that these outstanding lawyers have joined our firm.
Not only is the strengthening of our restructuring practice a key
priority in our firm's strategic plan, but also their particular
experience in representing private equity and distressed funds
builds on the strengths of our M&A and private equity practice in
New York and meshes seamlessly with our established and well
regarded West Coast restructuring practice.  As the level of
restructuring activity in the marketplace increases, we are
pleased to have some of the most well respected and highly
regarded lawyers serve our clients."

Mr. Sage added, "We could not be more pleased to be joining
O'Melveny & Myers.  The Firm's restructuring practice is uniquely
complementary to our areas of focus and O'Melveny's commitment to
the growth of the restructuring practice will be tremendous assets
for our clients.  We look forward to serving some of the world's
premier financial institutions from this strong national platform
and the firm's presence in Europe and Asia will enable us to focus
on international insolvencies as well."

Brad Okun, head of O'Melveny's New York office said, "The addition
of Michael and his team provides us with a unique opportunity to
expand the breadth and depth of our restructuring practice in New
York.  Their addition will enhance our ability to represent our
East Coast clients and continue to build on the strength of our
growing New York private equity and M&A practices."

Mr. Sage, formerly the co-chair of Stroock's Financial
Restructuring Group, has a restructuring practice that focuses on
the representation of funds, with a particular emphasis on the M&A
aspects of bankruptcy practice.  Private equity and distressed
debt funds are a focal point of his expertise and he is recognized
as a leading lawyer with a strong national reputation in this
area. He represents ad hoc bondholder committees, official
creditors' committees, acquirers, and debtors in bankruptcy
proceedings and out-of-court restructurings.  An active component
of Michael's practice is the representation of financial
institutions that have acquired substantial strategic positions in
debt securities, and the bankruptcies, out-of -court
restructurings, and divestitures relating to such acquisitions.

Mr. Bender has a practice encompassing all aspects of financial
restructuring.  He represents unofficial and official bondholders'
and creditors' committees, institutional investors, secured and
unsecured creditors and debtors in out-of-court restructurings and
chapter 11 reorganizations.  Gerald also has significant
experience in the litigation of complex bankruptcy and commercial
disputes.

Mr. Lipshitz concentrates on public and private M&A transactions,
venture capital and other private equity investments and
divestitures, and corporate restructurings.  He regularly
represents corporations and private funds in such transactions and
advises corporations and their boards of directors regarding
corporate governance matters and the fiduciary duties of officers
and directors.

Ms. Perez regularly represents private investment firms and
bondholder committees in corporate restructuring transactions.
She has extensive experience in advising corporations and private
funds on public and private M&A transactions, joint ventures, and
private equity investments and divestitures.

                    About Stroock & Stroock

Stroock & Stroock & Lavan LLP -- http://www.stroock.com/-- is a
law firm providing transactional and litigation guidance to
leading multinational corporations, investment banks and venture
capital firms in the U.S. and abroad.  Stroock's practice areas
include capital markets/securities, commercial finance, mergers &
acquisitions and joint ventures, private equity/venture capital,
private funds, derivatives and commodities, employment law and
benefits, energy and project finance, entertainment, financial
restructuring, financial services litigation, insurance,
intellectual property, investment management, litigation, personal
client services, real estate, structured finance and tax.

                  About O'Melveny & Myers LLP

O'Melveny & Myers LLP -- http://www.omm.com/-- helps industry
leaders across a broad array of sectors manage the complex
challenges of succeeding in the global economy.


* Olshan Grundman Adds Two Partners to New Employee Benefits Unit
-----------------------------------------------------------------
Olshan Grundman Frome Rosenzweig & Wolosky LLP has named Manes M.
Merritt, Esq. and Barry L. Salkin, Esq. as the firm's partners in
its newly-created Employee Benefits practice group.

Mr. Merritt will be the chairman of the new group.  Both attorneys
are from Winston & Strawn LLP.

"The addition of Manes and Barry will strengthen our Firm's
ability to represent clients in all areas dealing with employee
benefits, particularly our M&A, employment and corporate
practices," said Olshan's Partner, Robert L. Frome.  "The quality
of their experience, high level of skills, and outstanding
reputation make us extremely enthusiastic about their becoming
part of our Firm. We are continuing to grow and expand all
practice areas and we look forward to great contributions from
this group," said Frome.

"We were both attracted to Olshan because of the caliber of
attorneys and staff and the extraordinary opportunities presented
by the firm's terrific middle market business platform," said Mr.
Merrit.  "The firm offers extraordinary resources with which to
serve client needs and an unparalleled opportunity to grow a
practice."

Mr. Merrit's practice concentrates in employee benefits and
executive compensation matters.  He has extensive experience with
all aspects of planning, structuring, implementing and maintaining
employee benefit and welfare plans and executive compensation
arrangements under federal and state laws.  He provides benefits
counseling in connection with complex financial transactions,
including mergers, acquisitions and divestitures.  In addition, he
provides ongoing ERISA training programs for clients.

Mr. Merrit received a B.A. in History, with distinction, from the
University of Wisconsin, an M.B.A. in Economics from the New York
University Graduate School of Business Administration, and a J.D.
from Wake Forest University School of Law, where he wrote for the
Wake Forest Law Review.

Mr. Merrit is admitted to practice in New York, the District of
Columbia, and North Carolina, the U.S. District Courts for the
Southern and Eastern Districts of New York, the U.S. Tax Court,
the U.S. Court of Appeals for the Fourth Circuit, and the United
States Supreme Court.

Mr. Salkin's practice concentrates in diversified employee
benefits, compensation, ERISA, tax-qualified plans and welfare
plans. He has extensive experience in all aspects of retirement
and benefit planning, including the design and implementation of
retirement plans and executive compensation programs, the use of
plan assets to make investments, the design of health and welfare
programs, the restructuring and funding of retiree medical
benefits, and ERISA litigation, as well as the many benefit issues
that can arise in bankruptcies, mergers, and acquisitions.

Mr. Salkin received a B.A., summa cum laude, from Rutgers
University and an M.A. and a Ph.D. in American History from
Harvard University. He received a J.D., cum laude, from Harvard
Law School.

Based in New York City, Olshan Grundman Frome Rosenzweig & Wolosky
LLP -- http://www.olshanlaw.com/-- is a dynamic mid-size law firm
with an office in midtown Manhattan.  The firm has consistently
been recognized for expertise in corporate and securities law,
real estate, litigation, bankruptcy and creditors' rights.


* BOOK REVIEW: Baltimore: The Building of an American Cities
------------------------------------------------------------
Author:     Sherry H. Olson
Publisher:  Beard Books
Paperback:  452 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982412/internetbankrupt

The book Baltimore: The Building of an American Cities by
Sherry H. Olson is a graphic story of one major city, Baltimore,
and an insight into the life of many other cities and their
problems and promise.

Baltimore is a captivating city of multiple images, sounds, and
sensations-the very diversity of which gives it a character and
style all its own.

The author has captured the rich heritage of this American city on
the shores of the Chesapeake Bay and its growth and development
between 1745 and 1979.

This lively account details a pattern of building, dying, and
revitalization, much like other urban centers in the United
States.

Common urban problems such as racial unrest, labor disputes, and
the conflict between public and private interests are analyzed.

The author provides an illuminating insight for urban planners,
politicians, historians, city dwellers, and all those who want to
understand the changes that occur as cities grow older.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

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