TCR_Public/070516.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 16, 2007, Vol. 11, No. 115

                             Headlines

ACE SECURITIES: Moody's Cuts Rating on Class M-3 Certs. to B3
AEOLUS PHARMA: Posts $544,000 Net Loss in Quarter Ended March 31
ALLIED HOLDINGS: Board Terminates Sawyer as President and CEO
ALLIED HOLDINGS: Can Enter Into Toyota Carriage Agreement
ALLIED HOLDINGS: Can Assume & Assign Wilmington, California Lease

AMERICREDIT AUTO: S&P Puts BB Rated 2005-1 Class E Notes on Watch
AREP CAR: Moody's Puts B2 Corp. Family Rating on Lear Merger
ATLANTIC & WESTERN: S&P Withdraws Ratings on Two Note Classes
BALLY TOTAL: Unable to File Form 10-Q for Quarter Ended March 31
BALLY TOTAL: Obtains Waiver and Forbearance Pacts with Noteholders

BARE ESCENTUALS: Moody's Lifts Corporate Family Rating to B1
BEST BRANDS: Moody's Reviews B2 Rating on Lengthy Lender Talks
CALHOUN TRANSPORTATION: Case Summary & 17 Largest Unsec. Creditors
CALPINE CORP: Resolves Various Claims with Canadian Subsidiaries
CANARGO ENERGY: Posts $5,931,803 Net Loss in Qtr Ended March 31

CARAUSTAR INDUSTRIES: Poor Cash Flow Cues Moody's to Junk Ratings
CENTRO NP: Moody's Reviews Low-B Ratings for Possible Downgrade
CHARTER COMMS: March 31 Balance Sheet Upside-Down by $6.5 Billion
CHIQUITA BRANDS: Credit Concerns Prompt Moody's Negative Outlook
CITADEL BROADCASTING: Moody's Puts Ba3 Rating to $5.1 Bil. Loans

CITIGROUP MORTGAGE: Moody's Puts Ba1 Rating on Class M-10 Certs.
CLEARWATER FUNDING: S&P Withdraws Notes' Ratings on Redemption
COLLINS & AIKMAN: Canadian Unit Files for CCAA Protection
COMPOSITE SOLUTIONS: Emergences from Bankruptcy
COMPOSITE TECH: Posts $11.1 Million Net Loss in Qtr Ended March 31

COMPUDYE INC: Case Summary & 27 Largest Unsecured Creditors
CONGOLEUM CORP: Court Denies Settlement Pact with Travelers' Units
CONSTELLATION BRANDS: Closes Private Sale of $700MM Senior Notes
CREDIT SUISSE: Moody's Junks Rating on Three Certificate Classes
CROWN HOLDINGS: March 31 Balance Sheet Upside-Down by $513 Million

CSMS COMMERCIAL: Moody's Holds Ba1 Rating on $60 Mln Class L Notes
DAIMLERCHRYSLER: Cerberus to Launch Huge Cost Cuts, Reports Say
DAIMLERCHRYSLER: No Immediate Job Cuts, Cerberus Assures Workers
DAIMLERCHRYSLER: Going Private Chrysler Ceases Financials Filing
DELHAIZE AMERICA: Cross Guarantees Cue Moody's to Review Ratings

DELHAIZE GROUP: Net Profits Up 14.5% in 2007 First Quarter
DELHAIZE GROUP: S&P Puts Corporate Credit Rating at BB+
DESERT POWER: Toole County Wants $500,750 in Back Taxes Paid
DISTRIBUTED ENERGY: Posts $14.6 Million Net Loss in First Quarter
DUKE FUNDING: Fitch Affirms BB Rating on $32 Million Sub. Notes

DUNE ENERGY: Names Steven J. Craig as VP of Investor Relations
ENERGYTEC INC: Posts $1,023,644 Net Loss in Quarter Ended March 31
EREZ HEALTH: Voluntary Chapter 11 Case Summary
FAIRFAX FINANCIAL: Unit Completes $330 Mil. Senior Notes Offering
FERRO CORP: Moody's Rates $200 Million Sr. Secured Notes at B1

FONTAINEBLEAU LAS VEGAS: Moody's Junks Rating on $675 Mil. Notes
FORD MOTOR: Founding Family Members Denies Talks to Sell Stake
FORD MOTOR: High Court Wants Lower Courts to Go Over $82.6MM Award
FORD MOTOR: Finance Arm Sells $1.5 Billion Debt, Reuters Says
FRIENDLY ICE CREAM: April 1 Balance Sheet Upside-Down by $132 Mil.

GATEHOUSE MEDIA: Units Amend $960 Million Credit Facility
GERDAU AMERISTEEL: Good Performance Cues S&P to Lift Ratings
GOLDEN NUGGET: Gets Consent on 8.75% Senior Secured Notes Offering
GOODYEAR TIRE: S&P Puts B- Certificate Ratings Under Pos. Watch
GSMPS MORTGAGE: Moody's Junks Rating on Class B-2 Trust Certs.

GSR MORTGAGE: Moody's Puts Ba2 Rating to Class M-10 Certificates
HYDROCHEM INDUSTRIAL: Commences $150 Million Senior Notes Offering
IMAX CORP: Bondholder Wants Consent Solicitation Declared Invalid
INTERNATIONAL EXECUTIVE: Voluntary Chapter 11 Case Summary
IVACO INC: Deadline to File Proofs of Claim is June 8

JAG MEDIA: Extends Merger Termination Date to May 18
KANSAS CITY SOUTHERN: Moody's Rates Proposed Bond Issue at B2
KATONAH X: S&P Rates $20 Million Class E Notes at BB
LEAR CORP: Moody's Confirms Low-B Ratings on AREP Merger
LIGHTPOINT CLO: S&P Rates $17 Million Class D Notes at BB

LORUS THERA: Net Loss Slides to CDN$2.1MM in Quarter Ended Feb. 28
LYNX 2002-1: S&P Puts BB Rated Class C Notes Under Positive Watch
MADISON STREET: Case Summary & 19 Largest Unsecured Creditors
MCCALL CITY: Considering Bankruptcy on $6 Million Verdict
MGM MIRAGE: Earns $168 Million in First Quarter Ended March 31

MILAGRO ENERGY: Offering Up To $20 Million Common Shares
MORGAN STANLEY: S&P Puts Rating on 2006-8 Class A-4 Notes on Watch
MORGAN STANLEY: S&P Puts Low-B Ratings on Three 2007-IQ14 Certs.
MUELLER WATER: Proposed Amendments to 10% Sr. Note Offering Okayed
MUELLER WATER: Moody's Rates $1.09 Bil. Credit Facility at Ba3

MYLAN LABS: To Buy Merck KGaA's Generics Business for EUR4.9 Bil.
MYLAN LABORATORIES: Moody's May Cut Low-B Ratings After Review
MYLAN LABORATORIES: S&P Cuts Ratings on Merck KGaA Purchase
PANTHERA PAINTING: Voluntary Chapter 11 Case Summary
P.E.I. PRESERVE: Goes Bankrupt; Enters Deal with Creditors

PHS GROUP: Case Summary & 68 Largest Unsecured Creditors
POPE & TALBOT: Posts $18.6 Million Net Loss in Qtr Ended March 31
PRIDE PRINTING: Case Summary & 20 Largest Unsecured Creditors
PRIMEDIA INC: Sells Enthusiast Media Segment to SIC for $1.1 Bil.
QWEST COMMUNICATIONS: Supreme Court Denies Iowa Telecom's Appeal

REMINGTON ARMS: Positive Cash Flow Cues Moody's to Lift Ratings
RITE AID: S&P Revises Watch on Notes' Rating to Developing
RIVIERA HOLDINGS: Gets $30/Share Cash Bid from Ian Bruce's Group
RIVIERA HOLDINGS: Riv Group Withdraws Board Election Nominations
SELBYVILLE BAY: Case Summary & 19 Largest Unsecured Creditors

SWIFT TRUCK: Case Summary & Nine Largest Unsecured Creditors
TIAA REAL: Fitch Affirms BB Rating on $17.5 Million Class IV Notes
TIAA REAL: Fitch Holds BB Rating on $12 Million Class E Notes
U.S. CORRUGATED: S&P Junks Rating on Proposed $125 Million Notes
U.S. INVESTIGATIONS: Providence Deal Cues S&P's Negative Watch

U.S. INVESTIGATIONS: Moody's May Cut Low-B Ratings After Review
UNIGENE LABS: Posts $244,000 Net Loss in Quarter Ended March 31
UNIVERSAL HOSPITAL: Moody's Rates Proposed $460MM Notes at B3
UNIVISION COMM: Fitch Junks Rating on $1.5 Billion Senior Notes
VONAGE HOLDINGS: Posts $72 Million in Quarter Ended March 31

WCI STEEL: Posts $4.3 Million Net Loss in Quarter Ended March 31
WEBBERVILLE: S&P Cuts Rating on Water & Sewer Bonds to BB+
WINDSOR FINANCING: S&P Puts Notes and Bond's Ratings on Neg. Watch
XEROX CAPITAL: S&P Ups Rating on $27 Million Certificates to BB
XEROX CORP: Fitch Rates Trust Preferred Securities at BB

XM SATELLITE: March 31 Balance Sheet Upside-Down by $504 Million
YUKOS OIL: Prana Wins Final Auction of $3.9 Bil. in Yukos Assets

* T-REX Launches Online Auction Marketplace for Ch. 11 Creditors

* Upcoming Meetings, Conferences and Seminars

                             *********

ACE SECURITIES: Moody's Cuts Rating on Class M-3 Certs. to B3
-------------------------------------------------------------
Moody's Investors Service has downgraded one certificate from the
ACE Securities Corp. Home Equity Loan Trust, Series 2002-HE3
securitization.  The underlying collateral for this securitization
consists of fixed-rate and adjustable-rate subprime mortgage
loans.

Credit enhancement for this transaction is provided through a
combination of excess spread, overcollateralization and
subordination.  However, losses over the last year have led to an
erosion of overcollateralization and as a result the current
levels of credit enhancement seem too low to support the existing
rating.

Complete rating action is:

   * Issuer: ACE Securities Corp. Home Equity Loan Trust

      -- Series 2002-HE3, Class M-3, downgraded from Baa1 to B3


AEOLUS PHARMA: Posts $544,000 Net Loss in Quarter Ended March 31
----------------------------------------------------------------
Aeolus Pharmaceuticals Inc. reported a net loss of $544,000 on
zero revenue for the second quarter ended March 31, 2007, compared
with a net loss of $839,000 on grant income of $91,000 for the
same period ended March 31, 2006.

The company does not expect to earn further grant revenues as work
under its Small Business Innovation and Research grant from the
National Cancer Institute, a division of the National Institutes
of Health, has been completed.

At March 31, 2007, the company's balance sheet showed $1,386,000
in total assets, $748,000 in total liabilities, and $638,000 in
total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1f14

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Haskell & White LLP expressed substantial doubt about Aeolus
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Sept. 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and
insufficient working capital to fund its operations.

                   About Aeolus Pharmaceuticals

Aeolus Pharmaceuticals, Inc. (OTC BB: AOLS.OB) --
http://www.aeoluspharma.com/-- is developing a variety of
therapeutic agents based on its proprietary small molecule
catalytic antioxidants, with AEOL 10150 being the first to enter
human clinical evaluation.  AEOL 10150 is a patented, small
molecule catalytic antioxidant that has shown the ability to
scavenge a broad range of reactive oxygen species, or free
radicals.  Because oxygen-derived free radicals are believed to
have an important role in the pathogenesis of many diseases,
Aeolus' catalytic antioxidants are believed to have a broad range
of potential therapeutic uses.


ALLIED HOLDINGS: Board Terminates Sawyer as President and CEO
-------------------------------------------------------------
Allied Holdings Inc. and its debtor-affiliates' Joint Plan of
Reorganization co-sponsored by the Teamsters National Automobile
Transportation Industry Negotiating Committee, Yucaipa American
Alliance Fund I, LP, and Yucaipa American Alliance (Parallel) Fund
I, LP, requires that AHI have in place a new chief executive
officer prior to its emergence from bankruptcy.

As a result, on April 30, 2007, the Board of Directors of Allied
voted to terminate, without good cause, Hugh E. Sawyer as its
president and chief executive officer, the company disclosed in a
regulatory filing with the Securities and Exchange Commission.

Since the Honorable Ray Mullins of the U.S. Bankruptcy Court for
the Northern District of Georgia confirmed the Plan Proponents'
Joint Plan of Reorganization, Mr. Sawyer's termination will be
effective on June 1, 2007.  Mr. Sawyer will continue to serve as a
director of AHI.

In connection with the termination, Allied has entered into a
Severance Agreement and Full Release with Mr. Sawyer.  Pursuant to
the Severance Agreement, Allied will pay Mr. Sawyer, in lieu of
any severance amounts owed to him under the terms of his
employment agreement, a lump-sum severance payment of $1,050,000,
as required under Allied's Court-approved Amended Severance Pay
and Retention and Emergence Bonus Plan for Key Employees dated as
of Aug. 1, 2005.

As consideration for the severance payment, Mr. Sawyer agreed to
waive all claims against Allied, and agreed to restrictions on
his ability to solicit Allied's customers or employees for one
year.

Prior to the termination date, under the terms of the Severance
Agreement, Mr. Sawyer will continue to provide services to the
Company for which he will be paid at the semi-monthly rate of
$29,167.  During this period, Allied will continue to provide
Mr. Sawyer with insurance coverage and other customary employee
benefits.

After the Termination Date, Mr. Sawyer has agreed to make himself
reasonably available to Allied for transition matters.

In addition to the amounts owed under the Severance Agreement,
Allied has also agreed to pay Mr. Sawyer $80,000, primarily for
reimbursement of legal fees he incurred in connection with the
termination and for placement services.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)

                           Plan Update

The Court confirmed the Debtors' Joint Plan of Reorganization with
the Yucaipa Entities and Teamsters National Automobile
Transportation Industry Negotiating Committee on May 12, 2007.
The Plan Proponents expect their Joint Plan to become effective on
June 1, 2007.


ALLIED HOLDINGS: Can Enter Into Toyota Carriage Agreement
---------------------------------------------------------
Allied Holdings Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Northern District of
Georgia to enter into a new contract carriage agreement with
Toyota Motors Corp.

As reported in the Troubled Company Reporter, May 3, 2007,
pursuant to a prepetition contract carriage agreement, Allied
Automotive Group Inc. provides delivery and transportation
services to Toyota in the United States, in return for which
Motor Sales, U.S.A., Inc., makes payments to AAG in accordance
with agreed rate terms.

AAG and Toyota have negotiated a new one-year Contract Carriage
Agreement, which contains different 2007 rate terms than those
set forth in the Prepetition Agreement.  The New Agreement will
replace and supersede the Prepetition Agreement.

The termination of the Prepetition Agreement will not relieve
either AAG or Toyota of their respective obligations for
performance rendered or failed to be rendered under the
Prepetition Agreement as of the date of termination.

The New Agreement will provide AAG with increased revenue flow
than would be realized under the Prepetition Agreement by
modifying the rate terms for a period of one year.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)

                            Plan Update

The Court confirmed the Debtors' Joint Plan of Reorganization with
the Yucaipa Entities and Teamsters National Automobile
Transportation Industry Negotiating Committee on May 12, 2007.
The Plan Proponents expect their Joint Plan to become effective on
June 1, 2007.


ALLIED HOLDINGS: Can Assume & Assign Wilmington, California Lease
-----------------------------------------------------------------
Allied Holdings Inc.'s debtor-affiliate, Axis Group Inc., obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Georgia to assume its lease agreement with Hunt Enterprises
Inc. for the premises located at 1500 Lomita Boulevard, in
Wilmington City, California, and assign the lease to California
Cartage Company.

As reported in the Troubled Company Reporter, May 8, 2007, the
Wilmington Lease has a five-year term that commenced on
April 15, 2004, and expires on April 14, 2009.  Upon its
execution, Axis paid a security deposit of $108,576 to Hunt.  The
base rent under the Lease includes $108,576 per month in addition
to annual increases.

Axis has used the Premises to store vehicles for one of its
customers.  The customer no longer has a need for storage in the
vicinity.

Accordingly, Axis intends to assign the Lease to California
Cartage in exchange for financial consideration.  The salient
terms of the proposed assignment agreement are:

   (a) California Cartage will pay the Base Rent directly to Hunt
       according to the terms of the Lease;

   (b) California Cartage will pay Axis an assignment fee of
       approximately $26,136 per month, which will total $627,264
       based on the two years remaining on the term of the Lease;

   (c) California Cartage will replace the Security Deposit; and

   (d) California Cartage will pay a brokerage commission of 5%
       of the sum of the total Assignment Fee and Base Rent for
       the remainder of the term of the Lease.  The commission
       will be split evenly between:

         * CB Richard Ellis, the broker for Axis, and
         * Cushman & Wakefield, California Cartage's broker.

Alisa H. Aczel, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, tells the Court that by contemporaneously assuming and
assigning the Lease, the Debtors are able to increase the value
of their estates by approximately $627,264.  The terms of the
assignment are thus fair and favorable to the Debtors.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)

                            Plan Update

The Court confirmed the Debtors' Joint Plan of Reorganization with
the Yucaipa Entities and Teamsters National Automobile
Transportation Industry Negotiating Committee on May 12, 2007.
The Plan Proponents expect their Joint Plan to become effective on
June 1, 2007.


AMERICREDIT AUTO: S&P Puts BB Rated 2005-1 Class E Notes on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on seven
classes of notes from AmeriCredit Automobile Receivables Trust's
series 2004-1 and 2005-1 on CreditWatch with positive
implications.

The positive CreditWatch placements reflect the strong performance
of the underlying collateral pools of subprime automobile loan
receivables originated and serviced by AmeriCredit Financial
Services Inc., a wholly owned subsidiary of AmeriCredit Corp.
(BB-/Stable/--), combined with increased credit enhancement as a
percent of the current pool balances, which can be used to cover
losses.  In addition, current cumulative net losses are below
Standard & Poor's initial expectations.

Each transaction contains a nondeclining, fully funded reserve
account of 2% of its initial pool balance, as well as a turbo
allocation feature whereby excess spread is used to pay down the
class E certificates.  The class E certificates from each deal
have been paid down completely, increasing the level of
overcollateralization to 30% of the current pool balance of series
2004-1 and to 28.76% of the current pool balance of series 2005-1.
In addition, the reserve account for each deal remains at its
required level and continues to grow as a percent of each current
amortizing pool balance.  Additionally, each trust contains a
sequential pay structure that has increased the amount of
subordination as a percent of its amortizing pool balance.

Over the next one to three months, Standard & Poor's will review
the collateral pools and the remaining credit enhancement for each
transaction and determine whether upgrades are warranted.

                 Ratings Placed on Creditwatch Positive

             AmeriCredit Automobile Receivables Trust 2004-1

                                            Rating
                                            ------
             Series       Class       To               From
             ------       -----       --               ----
             2004-1       B           AA/Watch Pos     AA
             2004-1       C           A/Watch Pos      A
             2004-1       D           BBB/Watch Pos    BBB

             AmeriCredit Automobile Receivables Trust 2005-1

                                           Rating
                                           ------
             Series       Class       To               From
             ------       -----       --               ----
             2005-1       B           AA/Watch Pos     AA
             2005-1       C           A/Watch Pos      A
             2005-1       D           BBB/Watch Pos    BBB
             2005-1       E           BB/Watch Pos     BB


AREP CAR: Moody's Puts B2 Corp. Family Rating on Lear Merger
------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to AREP Car Acquisition Corp., the corporate entity that
will be established to affect the consummation of the proposed
acquisition and subsequent merger of Lear Corporation into a
subsidiary of American Real Estate Partners, L.P.

At the same time, the rating agency confirmed Lear's existing
ratings consisting of:

   -- a B2 corporate family rating,
   -- B3 senior unsecured notes, and
   -- B2 secured bank term loan.

The rating outlooks for, and revised Lear and Lear Newco's outlook
to, are stable from ratings under review for possible downgrade.

Lear Newco's B2 rating considers the substantial leverage deployed
in its prospective capital structure, adequate interest coverage
and modest expectations for free cash flow. Furthermore, the
ratings incorporate the ongoing strengths, and accompanying risk
elements, in the underlying operating business of Lear, which is a
global leader in automotive seating and electrical distribution
systems.  Moody's assigned B2 ratings to Lear Newco's $3.6 billion
of secured bank credit facilities, and a Speculative Grade
Liquidity rating of SGL-2, and a stable outlook.

As Lear's shareholders have yet to vote on the acquisition
proposal from AREP, an affiliate of Mr. Carl C. Icahn, Moody's
will maintain separate ratings on Lear and ratings on Lear Newco
on an interim basis.  Should the merger and related financing be
completed as currently structured, which is expected towards the
end of the second quarter, ratings on Lear would be withdrawn.
Although Lear would be the surviving corporation, it would be
under different ownership and have a new board of directors and a
different capital structure.  In time, Lear Newco will be re-named
Lear Corporation.

The acquisition is valued at roughly $5 billion net of cash on
hand.  AREP will invest some $1.3 billion in equity and arrange a
$2.6 billion secured bank term loan with a maturity in 2014 and a
$1.0 billion secured revolving credit facility with a maturity in
2012, which is expected to be un-drawn at closing.  Approximately
$1.3 billion of existing unsecured Lear notes and some $89 million
of other Lear debt would remain outstanding as obligations of Lear
Newco.

"Although the acquisition will involve considerable financial
leverage and interest burden, Lear's global scale, market share,
and anticipated progress in diversifying its customer base and
restoring its operating margins establish a financial profile that
remains consistent with the B2 rating category," said Ed Wiest,
Vice President & Senior Analyst at Moody's.

The leveraging effect of the acquisition of Lear is viewed as a
negative credit event by Moody's.  Yet, because of the progress
that the company has made in recent months to improve its
operating performance, pro forma financial metrics for the
acquisition are expected to remain at levels consistent with the
B2 Corporate Family Rating.  In particular, Moody's noted that
Lear has completed the divestiture of its North American interior
business which had substantially negative EBITDA in 2006 and was a
factor in the company's negative free cash flow over the past few
years.  Effectively, the elimination of this loss making unit was
a de-leveraging event for Lear.  Although Lear maintains a
minority interest in the business, it will no longer be burdened
by the large cash losses.  Under certain contingencies, however,
Lear may be called upon to contribute up to an additional $40
million to the venture.  Despite lower production volumes at its
principal North American customers, Lear reported results above
expectations in the first quarter of 2007.  Positive contributions
from its operations outside of North America, the roll-out of new
business awards, and savings from its restructuring actions offset
weakness on key platforms in its largest market.  The company
raised guidance on its core operating earnings for 2007.
Consequently, Moody's confirmed existing Lear ratings and restored
a stable outlook.

Lear Newco's Corporate Family Rating of B2 considers its leveraged
capital structure, margins which have been under stress from lower
North American vehicle production and elevated raw material costs,
and limited free cash flow anticipated over the intermediate term.
The rating incorporates favorable attributes of substantial scale,
strong global market share, resultant operating efficiencies, and
a good liquidity profile.  It further reflects increasing customer
and geographic diversification and a footprint that enables
participation in growth markets outside of mature regions of North
America and Western Europe.  Lear Newco's EBITA margins of under
4%, pro forma debt/EBITDA of around 5.5 times, and EBITA/interest
coverage of 1.3 times, are typical of single B credits.  In
addition, the B2 rating emphasizes current pressures within the
cyclical automotive industry, and, importantly, Lear's ongoing
exposure to General Motors ("GM" with 29% of global revenues in
2006) and Ford Motor Company ("Ford" with 17%).  In part, this
pressure arises from lower volumes in Ford and GM's truck and SUV
models on which Lear historically has had significantly higher
content per vehicle. Over time, new business awards and
restructuring initiatives are expected to grow revenues, enhance
customer diversification, and contribute to healthier margins.

Lear Newco's stable outlook flows from its prospects for modest
free cash flow, solid liquidity, extended debt maturity profile,
and expectations of a gradual improvement in operating margins,
customer and geographic diversification. However, the company
faces a challenging environment in North America, including recent
weak new vehicle sales trends and potential disruption to customer
production should OEM negotiations with the UAW not lead to a
smooth contract renewal in September 2007, and recent weak new
vehicle industry sales. Its performance will continue to be
exposed to commodity costs, trends in North American consumer
interest for light trucks given its current vehicle/platform mix,
and developments in GM's and Ford's North American market shares.

Lear Newco's Speculative Grade Liquidity rating is SGL-2 and
represents good liquidity over its initial year of operations.
The rating is based upon expectations of modest free cash flow, a
$1 billion un-drawn revolving credit facility with material
headroom under applicable financial covenants and a favorable debt
maturity profile.

Moody's confirmed Lear's existing B2 corporate family rating and
revised the outlook to stable from ratings under review for
possible downgrade.  The review was initiated on Feb. 5, 2007 in
response to announcements that Lear's Board of Directors had
accepted a proposal from AREP to be acquired and was focused on
the prospective changes to Lear's credit metrics and capital
structure which a leveraged acquisition implied.

The terms of the acquisition financing have now been assessed as
well as their impact on existing Lear obligations.  In addition,
Lear has completed the divestiture of its North American interior
business and reported its first quarter results.  The interior
unit had substantially negative EBITDA in 2006 and was a factor in
Lear's negative free cash flow over the past few years.
Effectively, its disposition was a de-leveraging event for Lear
although there are certain contingencies in which Lear may have to
contribute up to an additional $40 million.  Despite lower
production volumes at its principal North American customers, Lear
reported results above expectations in the first quarter of 2007.
Positive contributions from its operations outside of North
America, the roll-out of new business awards, and savings from its
restructuring actions offset weakness on key platforms in its
largest market.  The company raised guidance on its core operating
earnings for 2007.  Consequently, Moody's confirmed existing Lear
ratings and restored a stable outlook.

Ratings assigned:

* AREP Car Acquisition Corp.

   -- Corporate Family, B2
   -- Senior Secured Term Loan, B2 (LGD-3, 44%)
   -- Senior Secured Revolving Credit Facility, B2 (LGD-3, 44%)
   -- Outlook, stable
   -- Speculative Grade Liquidity rating, SGL-2

Ratings confirmed:

* Lear Corporation

   -- Corporate Family, B2

   -- Senior Secured Term Loan, B2 (LGD-4, 50%)

   -- Senior Unsecured Notes, B3 (LGD-4, 61%)

   -- Shelf ratings for senior unsecured, subordinated and
      preferred, (P)B3, (P)Caa1(LGD-6, 97%), and (P)Caa1
      (LGD-6, 97%) respectively

   -- Speculative Grade Liquidity rating, SGL-2

Ratings revised:

* Lear Corporation

   -- Outlook stable from ratings under review for
      possible downgrade

Should the acquisition be approved by Lear's shareholders and upon
consummation of the merger, Lear's existing 8.75% notes, 8.5%
notes, and 5.75% notes transition to obligations of Lear Newco as
Lear will be the surviving corporation.  Their ratings would be
unchanged at B3, but their Loss Given Default Assessments would be
LGD-4, 63%.

Indentures for unsecured notes constrain Lear's and its
guaranteeing subsidiaries' ability to grant collateral interests
without ratably securing the notes.  Existing Lear notes maturing
in 2008 and 2009 were issued under indentures which had tighter
lien baskets than Lear's other unsecured notes.  Under those same
indentures, Lear has the option to redeem the notes at any time
under certain conditions.  Lear will be obligated to redeem, or
provide satisfactory notice that it has irrevocably called those
notes (a condition precedent for the acquisition financing).  The
surviving indentures applicable to Lear Newco will generally
provide for a lien basket of 10% of defined consolidated assets
compared to the 5% basket under the indenture for the 2008 and
2009 notes.

The last rating action was on February 5, 2007 at which time
Lear's ratings were placed under review for possible downgrade.


ATLANTIC & WESTERN: S&P Withdraws Ratings on Two Note Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its senior secured
debt ratings on Atlantic & Western Re Ltd.'s Class A and Class B
notes.  The ratings on the notes had been revised to 'D' on
Feb. 12, 2007, because PXRE Reinsurace Ltd. did not make the
quarterly premium payment that was due on Feb. 8, 2007.

"Standard & Poor's has been told by the administrator to the
transaction that all payments due from PXRE Reinsurance Ltd. have
been received," said Standard & Poor's credit analyst Gary
Martucci.  "With the payments received from PXRE and the proceeds
from the sale of the assets in each collateral account, the notes
have been redeemed with no loss of principal to the noteholders."

The 'CCC' rating on Atlantic & Western Re II Ltd.'s Class B notes
has not changed.  This rating is based on Standard & Poor's
interpretation of management's intentions as set forth in the 8-K
filed Feb. 9, 2007.  It was disclosed that PXRE Group Ltd.'s board
of directors may pursue strategic alternatives that do not involve
significant catastrophe exposures.  If they do not, it is likely
that these notes would be redeemed before the scheduled maturity.
To effect an early redemption, PXRE would be expected to not make
a required premium payment, which would result in a default on the
notes.

"This rating action does not imply that the noteholders are at
greater risk of loss," Mr. Martucci said.  "Rather, the rating
action is meant to convey that the notes are more likely to
amortize early and that a default must occur to achieve this
result."


BALLY TOTAL: Unable to File Form 10-Q for Quarter Ended March 31
----------------------------------------------------------------
Bally Total Fitness Holding Corporation disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that it
was unable to file its quarterly report on Form 10-Q for the
period ended March 31, 2007, by the May 10, 2007 deadline.

The company says that it has yet to complete the preparation of
its financial statements for the year ended December 31, 2006.
The company is currently evaluating the impact that certain errors
in historical member data and certain assumptions relating to
attrition estimates will have on the company's estimates of
deferred revenue.  The work associated with matters including the
foregoing deferred revenue estimates has delayed the Company's
preparation of its 2006 financial statements and its completion of
the financial and other information to be included in the 2006
Form 10-K.

                    About Bally Total Fitness

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

                          *     *     *

As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings
of Bally Total Fitness Holding Corporation after its failure to
make the April 16, 2007 interest payment on $300 million principal
amount of senior subordinated notes.


BALLY TOTAL: Obtains Waiver and Forbearance Pacts with Noteholders
------------------------------------------------------------------
Bally Total Fitness Holding Corp. has secured limited waiver and
forbearance agreements from the requisite holders of its 10-1/2%
Senior Notes due 2011 and its 9-7/8% Senior Subordinated Notes due
2007.

The waivers relate to the company's inability to file its Annual
Report on Form 10-K for fiscal 2006 and Quarterly Report on Form
10-Q for the first quarter of 2007 with the Securities and
Exchange Commission on a timely basis and che Company's non-
payment of interest on its Senior Subordinated Notes, each of
which are defaults under the indentures governing the notes.

Under terms of the agreements, noteholders will waive the defaults
and forbear from exercising any related remedies until July 13,
2007, on terms similar to the recently executed forbearance
agreement under the Company's senior secured credit facility.

That agreement required that forbearance arrangements be in place
with holders of a majority of the Senior Notes and at least 75% of
the Senior Subordinated Notes by May 14, 2007.  Holders of more
than 80% of the Senior Notes and the Senior Subordinated Notes
signed forbearance agreements with the Company.

Don R. Kornstein, Bally's Chief Restructuring Officer and interim
Chairman, said, "We greatly appreciate the support of our
noteholders, which has enabled the Company to secure forbearance
agreements from all three of our key creditor groups.  With these
collective arrangements now in place, we can continue to focus on
completing the Company's 2006 financial statements and negotiating
a consensual restructuring to de-lever the Company's balance sheet
and establish a strong and stable financial foundation for Bally
Total Fitness."

                   About Bally Total Fitness

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

                          *     *     *

As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings
of Bally Total Fitness Holding Corporation after its failure to
make the April 16, 2007 interest payment on $300 million principal
amount of senior subordinated notes.


BARE ESCENTUALS: Moody's Lifts Corporate Family Rating to B1
------------------------------------------------------------
Moody's Investors Service upgraded the long-term debt ratings of
Bare Escentuals Beauty, Inc's, including the company's corporate
family rating to B1 from B2.

The upgrade reflects the company's longer track record at current
profitability levels, greater managerial depth, its progress in
implementing a number of critical infrastructure initiatives
needed to support its rapid growth and organizational complexity
as well as an increasingly more diversified distribution and
product mix.

In addition, the upgrade incorporates Moody's expectation that the
company will pursue a measured growth strategy and maintain
financial strategies, including dividend and capital structure
policies, which are more reflective of a B1 issuer. The outlook
remains positive.

Four ratings were upgraded:

   -- Corporate family rating to B1 from B2;

   -- Probability of default rating to B2 from B3;

   -- $25 million senior secured first-lien revolving credit
      facility due 2011, to B1 (LGD3, 32%) from B2 (LGD3, 33%);

   -- $325 million senior secured first-lien term loan facility
      due 2012, to B1 (LGD3, 32%) from B2 (LGD3, 33%);

   -- Outlook is positive.

"Bare's corporate family rating and positive outlook reflect the
company's strong operating momentum and leading mineral-based
market position in the foundation category of the U.S. cosmetics
industry," says Moody's Vice President Janice Hofferber.

In addition, Bare's ratings reflect the company's growing brand
identity, diversified retail distribution, along with its
significantly improved managerial and operational resources.
Nevertheless, Bare's ratings are constrained by its small scale,
limited product diversification and exposure to potential
competitive activity by other industry players that have
significantly more financial flexibility, greater bargaining power
with customers, and considerably larger resources available to
seek market share gains in the foundation category.

The company's credit metrics (using Moody's standard analytic
adjustments) are strong for its rating category scoring Ba or
better for leverage and coverage metrics. Cash flow metrics,
however, including Retained Cash Flow to Debt and Free Cash Flow
to Debt remain impacted by the large, debt financed dividends to
financial sponsors paid out in 2006. However, even after adjusting
for the $340 million dividend paid in 2006, Bare's FCF to Debt
ratio would still score Caa. Nevertheless, the positive outlook
for Bare reflects Moody's view that despite the company's
relatively small scale and limited track record, its rating could
over the intermediate term be upgraded given its strong
profitability, cash flow and moderate financial policies.

Headquartered in San Francisco, California, Bare Escentuals
Beauty, Inc., is a leading marketer of cosmetics and skin
products, under the Bare Escentuals and MD Formulations brands.
Sales for the last twelve months ended April 1, 2007 were
$420 million.


BEST BRANDS: Moody's Reviews B2 Rating on Lengthy Lender Talks
--------------------------------------------------------------
Moody's Investors Service placed all ratings of Best Brands
Corporation under review for possible downgrade, including the B2
corporate family rating.

The review stems from Moody's concern that the company's liquidity
may become constrained by protracted negotiations with its send-
lien lenders following an April 19, 2007 request for a waiver and
amendment.

Moody's is also concerned that ongoing liquidity will remain
strained over the near-to-intermediate term even if the current
waiver requests are approved, given the company's moderately
weaker financial performance and very thin covenant cushion.
LGD assessments are also subject to change.

These ratings are placed on review for possible downgrade:

Best Brands Corporation:

   -- Corporate family rating at B2

   -- Probability of default rating at B2

   -- $30 million first-lien revolving credit facility due 2011
      at B1

   -- $170 million first-lien Term Loan B due 2012 at B1

   -- $75 million second-lien Term Loan due 2013 at Caa1

On April 19, 2007, Best Brands asked its lenders to consider a
waiver and amendment to its credit facility to:

   1) allow for the late delivery of its financial statements,
      as its auditor needed time to verify year-end accounting
      adjustments related to a recent acquisition; and

   2) allow one-time adjustments to its 2006 EBITDA and debt
      calculations in order to comply with projected 2007
      financial covenants.

It is Moody's understanding that the company has not yet received
approval of the waiver from second-lien lenders, but that
negotiations with its second lien lenders continue.

Moody's review will focus on the impact that the ongoing
negotiations are having on the company's immediate liquidity, such
as the company's ability to borrow under the revolver when
necessary.  Moody's review will also focus on the company's near
and medium-term liquidity profile and financial flexibility, as
its revolver has more drawings than originally expected and we
expect headroom under financial covenants to remain extremely
tight. Lastly, the review will focus on the company's ability to
offset rising input costs, achieve synergies, improve
profitability, and reduce leverage as originally expected when the
ratings were assigned.

Headquartered in Minnetonka, Minn., Best Brands Corporation
(parent company is Value Creation Partners, Inc) is a leading
manufacturer and distributor of specialty bakery products in the
U.S., with pro forma revenues for 2006 expected to exceed $500
million.


CALHOUN TRANSPORTATION: Case Summary & 17 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Calhoun Transportation Service, L.L.C.
        4989 Old Lee Highway
        Calhoun, TN 37309

Bankruptcy Case No.: 07-11817

Type of Business: The Debtor provides long-distance trucking
                  services.

Chapter 11 Petition Date: May 14, 2007

Court: Eastern District of Tennessee (Chattanooga)

Judge: R. Thomas Stinnett

Debtor's Counsel: Kyle R. Weems, Esq.
                  Weems & Ronan
                  Suite 203, 5312 Ringgold Road
                  Chattanooga, TN 37412
                  Tel: (423) 624-1000

Estimated Assets:                  Unstated

Estimated Debts: $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
General Electric Capital Corp.                       $4,296,104
300 East Carpenter Freeway,
Suite 304
Irving, TX 75062

Calbat, Inc.                                           $600,000
c/o Christina Mack, Esquire
1000 Tallan Building,
Two Union Square
Chattanooga, TN 37402

Transport International Pool                           $377,091
75 Remittance Drive,
Department 0573
Chicago, IL 60675-1333

Pilot Travel Centers                                   $361,003
5508 Lonas Road
P.O. Box 10146
Knoxville, TN 37939

Bank Direct Capital Finance                            $105,822

Fleet Pride                                             $68,950

M.H.C. Kenworth-Chattanooga                             $59,902

Bain and Holden Tire                                    $49,300

B.F.N.T., L.L.C.                                        $41,537

White's Truck Stop, Inc.                                $37,625

Blue Cross BlueShield of                                $35,697
Tennessee

Bowater America                                         $33,604

G.E. Capital Tip                                        $33,581

Duke Hicks Plumbing                                     $25,961
& Petroleum

Peoplenet                                               $19,327

U.S. Insurance Group                                    $12,345

U.S. Inter-Mex                                          $10,600
Transportation, Inc.


CALPINE CORP: Resolves Various Claims with Canadian Subsidiaries
----------------------------------------------------------------
Calpine Corporation and its U.S. debtor-affiliates have entered
into a preliminary settlement agreement with Calpine Canada Energy
Ltd. and its Canadian subsidiaries, which provides for the
settlement of intercompany claims and the resolution of various
ongoing litigation against the Debtors.

If approved and consummated, the proposed settlement will resolve
more than $250 million of intercompany claims asserted by Calpine
in the Canadian insolvency proceedings, and approximately $1.1
billion of claims asserted by various entities in Calpine's U.S.
bankruptcy case.  In addition, once the settlement is approved,
litigation of Calpine's objection to the claim of the trustee for
certain "ULC1" bondholders will be dismissed, as will certain
litigation filed against one of Calpine's non-debtor subsidiaries
with respect to a transfer of certain ownership interests in the
Greenfield Energy Centre, a 1,005-megawatt natural gas-fueled
power generation plant under construction in Ontario.

Robert P. May, Calpine's Chief Executive Officer, stated, "This
settlement is another major step forward in our restructuring
efforts.  It represents a global settlement of virtually all major
cross-border disputes between Calpine and its Canadian
subsidiaries.  If approved, the settlement will resolve various
intercompany claims and will cause certain ongoing litigation to
be dismissed."

This settlement follows Calpine's April 19 announcement of a
settlement with an ad hoc committee of holders of certain
defaulted "ULC1" bonds, which settlement is subject to definitive
documentation and court and other approvals.  As previously
announced, if approved and consummated, the prior settlement will
eliminate more than $8 billion of claims, which represent one of
the largest related groups of claims filed in Calpine's U.S.
bankruptcy case.  Under the proposed settlement, more than $12
billion of claims will be replaced by a single nominal claim of
approximately $3.5 billion; however, the bondholders have agreed
that their actual recovery will be no greater than principal,
accrued pre-petition and post-petition interest at the contract
rate, plus fees.

Ernst & Young Inc., the Monitor appointed pursuant to the terms of
the Dec. 20, 2005 initial order of the Court of Queen's Bench of
Alberta, and which has participated in the negotiation of the
settlement outline, will recommend its approval to the Canadian
Court.

                    About Calpine Corporation

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

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

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


CANARGO ENERGY: Posts $5,931,803 Net Loss in Qtr Ended March 31
---------------------------------------------------------------
CanArgo Energy Corporation reported a net loss of $5,931,803 on
oil and gas sales of $446,847 for the first quarter ended
March 31, 2007, compared with a net loss of $5,459,142 on oil and
gas sales of $698,945 for the same period ended March 31, 2006.

The company has incurred net losses from continuing operations for
the past 3 years.

At March 31, 2007, the company had cash and cash equivalents
available for general corporate use or for use in the Georgian
operations of approximately $10,608,000.  In the three months
ended March 31, 2007, the company experienced net cash outflows
from operations, including capital expenditures, of approximately
$5,000,000.

The company anticipates it will require additional funding within
the next two months to continue with its Georgian operations as
planned.

At March 31, 2007, the company's balance sheet showed $147,899,613
in total assets, $54,581,340 in total liabilities, $10,918,311 in
minority interest in subsidiaries, $2,119,530 in temporary equity,
and $80,280,432 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?1f18

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 26, 2007, LJ
Soldinger Associates LLC raised substantial doubt about the
ability of CanArgo Energy Corp. 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 stated that the
company may not have sufficient funds to execute its business
plan.

                       About CanArgo Energy

CanArgo Energy Corp. (AMEX: CNR) -- http://www.canargo.com/ --  
is an oil and gas exploration and production company operating in
the oil and gas provinces of the former Soviet Union.  CanArgo is
currently focused primarily on Georgia in the Caucasus, and more
recently has become involved in the major hydrocarbon producing
country of Kazakhstan.  In Georgia, the company has been actively
exploring for new deposits of oil and gas, and is currently
appraising what could be a substantial new discovery of oil.


CARAUSTAR INDUSTRIES: Poor Cash Flow Cues Moody's to Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded Caraustar Industries, Inc.'s
corporate family rating to Caa1 from B2 and its senior unsecured
rating to Caa2 from B3.

The lowering of the ratings reflect the continued deterioration in
Caraustar's earnings and cash flow as price increases in the
company's key raw materials, particularly old corrugated
containers, have outstripped the company's ability to realize
paperboard price increases.

Additionally, Caraustar's joint venture interest in gypsum facing
producer Premium Boxboard Limited has underperformed, reflecting
the downturn in the U.S. housing industry.  Moody's believes that
Caraustar will be unable to realize price increases sufficient to
offset continued high and volatile costs for OCC and other raw
materials and that the company's cushion of operating cash flow
and available liquidity to cash funding requirements will be
narrow. Caraustar's liquidity situation is poor, with little cash
on hand and only $26 million of available drawings under its
revolving credit facility as of the end of the first quarter of
2007.

The ratings reflect the overall probability of default of the
company, to which Moody's assigns a PDR of Caa1. The Caa2 senior
unsecured rating reflects a loss given default of LGD 4 (69%). The
rating outlook is stable.

Ratings Lowered:

   -- Corporate Family Rating -- to Caa1 from B2

   -- Probability of Default Rating -- to Caa1 from B2

   -- $190 million 7.375% Notes due June 1, 2009 -- to Caa2
      (LGD4, 69%) from B3

   -- $29 million 7.25% notes due May 1, 2010 -- to Caa2 (LGD4,
      69%) from B3

Moody's last rating action on Caraustar was an affirmation of its
B2 corporate family rating in November 2006.

Headquartered in Austell, Georgia, Caraustar Industries
manufacturers recycled paperboard, producing a wide variety of
tubes, cores, composite containers, folding cartons, and
industrial and consumer packaging. Caraustar had revenues in 2006
of $990 million.


CENTRO NP: Moody's Reviews Low-B Ratings for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
ratings of Centro NP LLC (fka New Plan Excel Realty Trust, Inc.)
to Baa3, from Baa2, after the company concluded its acquisition by
Centro Properties Group (not rated) and Centro Retail Trust (50%
owned by Centro Properties Group) on April 20, 2007.

"The ongoing review for downgrade reflects Moody's concerns that
Centro NP LLC will continue to have heightened leverage following
the take-out of the bridge financing, and a reduction in
transparency due to increased organizational complexity," says
Merrie Frankel, Moody's analyst.  "Moody's is also concerned about
the final capital structure and strategic profile of the company,
including use of secured debt."

Although the precise capital structure of Centro NP going forward
remains unclear, effective leverage at year-end 2006 rose from 53%
to 70.5% at 1Q07 (including subordinated debt of Centro NP's
holding company), with similar pressure on other metrics, such as
fixed charge coverage.  Centro took out a
$2.4 billion bridge loan facility to help finance the acquisition,
which can be upsized to $3 billion, which is structurally
subordinated to Centro NP's rated senior debt that was assumed by
Centro and will remain outstanding under the new ownership.
Centro Properties Group will run its US community and neighborhood
shopping center portfolio from Centro NP's New York City
headquarters, utilizing New Plan's nationwide operating
infrastructure and staff as its base.

A confirmation of the Baa3 rating with a stable outlook would be
challenging in light of Centro NP's additional debt and complex
organizational structure.

A downgrade to Ba1 would most likely reflect Centro NP not
reducing its leverage below 60% of gross assets, or fixed charge
coverage below 2.0x (including amortization and capitalized
interest) remaining over the intermediate term.

These ratings were lowered, and continue to remain under review
for downgrade:

* Centro NP LLC

   -- Senior unsecured debt to Baa3, from Baa2;
   -- senior debt shelf to (P)Baa3, from (P)Baa2;
   -- medium-term notes to Baa3, from Baa2;
   -- preferred stock shelf to (P)Ba1, from (P)Baa3; and
   -- subordinated debt shelf at to (P)Ba1, from (P)Baa3.

The ratings on the shelves will be withdrawn.

Centro NP LLC, headquartered in New York City, owns and operates
465 community and neighborhood shopping in 38 states.  The company
had assets of $3.6 billion and equity of $1.4 billion at March 31,
2007.

Centro Properties Group (AXP: CNP), headquartered in Melbourne,
Victoria, Australia, is an Australian Listed Property Trust that
specializes in the ownership, management and development of retail
shopping centers in Australia, New Zealand and the USA.  The
company's equity market cap is A$8.1 billion, with A$25.5 billion
in assets under management.


CHARTER COMMS: March 31 Balance Sheet Upside-Down by $6.5 Billion
-----------------------------------------------------------------
Charter Communications Inc. reported $15.2 billion in total
assets, $21.5 billion in total liabilities, $194 million in
minority interest, and $6.5 billion in total stockholders' deficit
as of March 31, 2007.

The company's balance sheet as of March 31, 2007, also showed
strained liquidity with total current assets of $449 million and
total current liabilities of $1.4 billion.

For the three months ended March 31, 2007, the company's revenue
was $1.4 billion, as compared with $1.3 billion for the comparable
quarter a year earlier.  It had a net loss of $381 million for the
three months ended March 31, 2007, as compared with $459 million
for the comparable quarter a year earlier.

Operating income from continuing operations was $156 million, and
for the three months ended March 31, 2006, its operating loss from
continuing operations was $8 million.  The increase in operating
income from continuing operations for the three months ended March
31, 2007, as compared with the three months ended, March 31, 2006
was principally due to asset impairment charges during 2006, which
did not recur in 2007, combined with revenues increasing at a
faster rate than expenses, reflecting increased operational
efficiencies, improved geographic footprint, and benefits from
improved third party contracts.

As of March 31, 2007, Charter had $19.3 billion in long-term debt
and $205 million of cash on hand, of which $110 million was held
by the trustee and restricted for payment of bonds due April 1,
2007.  Charter expects that cash on hand, cash flows from
operating activities, and amounts available under its credit
facilities, will be adequate to meet cash needs through 2008.

                     More Losses in the Future

The company stated in its quarterly report for the period ended
March 31, 2007, that is has a history of net losses and it expects
to continue to report net losses for the foreseeable future.  The
company said its net losses are principally attributable to
insufficient revenue to cover the combination of operating
expenses and interest expenses it incurs because of high level of
debt and depreciation expenses resulting from the capital
investments the company made and continue to make in its cable
properties.  The company added that it expects these expenses will
remain significant.

Full-text copies of the company's quarterly report are available
for free at http://ResearchArchives.com/t/s?1f19

"Charter continued to show strong momentum in the first quarter,
generating the highest quarterly unit growth in over five years
and delivering double-digit increases in revenues and adjusted
EBITDA," said Neil Smit, president and chief executive officer.
"Disciplined and consistent execution drove improvements across
the key operating metrics of our business.  This is further
evidence that we now have the people, the products, and the
platform for success."

                  About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband
communications company and a publicly traded cable operator in the
United States.  Charter provides advanced broadband services,
including Charter Digital(R) video entertainment programming,
Charter High-Speed(TM) Internet access service, and Charter
Telephone(TM) services.  Charter Business(TM) provides scalable,
tailored and cost-effective broadband communications solutions
such as business-to-business Internet access, data networking,
video and music entertainment services and business telephone.
Charter's advertising sales and production services are sold under
the Charter Media(R) brand.

                          *     *     *

As reported in the Troubled Company Reporter on April 20, 2007,
Standard & Poor's Ratings Services raised its ratings on St.
Louis, Missouri-based cable TV provider Charter Communications
Inc. and related entities, including raising the corporate credit
ratings to 'B-' from 'CCC+', and removed the ratings from
CreditWatch.

At the same time, Standard & Poor's affirmed the bank loan and
recovery ratings on an aggregate $8.35 billion in senior secured
credit facilities, which the company closed on to refinance its
previous bank loans.  The facilities consist of $8 billion in
senior secured credit facilities, rated 'B+', and a $350 million
third-lien term loan, rated 'B'.  These ratings and a recovery
rating of '1' assigned to both tranches indicate high expectation
of full recovery of principal in the event of a payment default.
The outlook is stable.


CHIQUITA BRANDS: Credit Concerns Prompt Moody's Negative Outlook
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Chiquita
Brands International, Inc. to negative from stable.

The change in outlook is based on Moody's concern that Chiquita
may be challenged to maintain credit metrics that are appropriate
for its rating over the intermediate term.

That concern arises from the company's anemic operating
profitability in the recent first quarter, combined with the
negative impact on leverage and profitability from the announced
definitive agreement to sell and re-charter Chiquita's shipping
fleet.  The company's ratings, including its B3 corporate family
rating, were affirmed.

Ratings affirmed:

* Chiquita Brands International, Inc. (parent holding company)

   -- Corporate family rating at B3

   -- Probability of default rating at B3

   -- $250 million 7.5% senior unsecured notes due 2014 at Caa2
      (LGD5, 89%)

   -- $225 million 8.875% senior unsecured notes due 2015 at
      Caa2 (LGD5, 89%)

* Chiquita Brands LLC (operating subsidiary):

   -- $200 million senior secured revolving credit agreement at
      B1 (LGD2, 26%)

   -- $24.3 million senior secured term loan B at B1 (LGD2, 26%)

   -- $368.4 million senior secured term loan C at B1 (LGD2,
      26%)

Should the term loan B be repaid in full with a portion of the
proceeds of the sale of ships, that rating will be withdrawn.

Chiquita's operating performance continues to be very weak. In the
first quarter, segment operating income for bananas, the company's
largest segment at about 44% of consolidated sales, declined
10.5%, despite the benefits of Euro currency impact, cost and
compensation savings, and the absence of residual costs in the
prior year's quarter from Tropical Storm Gamma.  Lower banana
profit was due in part to higher net industry cost increases and
lower local banana prices in the important European market, and
only modest ability to raise prices in North America (up 1%).
Hardest hit was Chiquita's salads and healthy snacks segment
(approximately 24% of sales), whose segment operating income
dropped 95% from $12 million to $0.6 million. This segment
suffered from increased costs due to the January freeze in
Arizona, lower prices and volumes on certain foodservice products,
lower net revenue per case in retail value-added sales, and higher
raw material and marketing costs. Finally, another Chiquita
segment's profitability was impacted by a $5 million charge to
exit certain unprofitable farm leases in Chile.

Chiquita announced on May 1, that it had signed a definitive
agreement to sell its 12 refrigerated cargo vessels for $227
million. The transaction is expected to be finalized in about 45
days. Proceeds from the sale will reduce debt by $170 million,
with much of the remaining proceeds to be used for general
corporate purposes including growth. If such growth opportunities
are not forthcoming in 180 days, remaining proceeds will be used
for additional debt reduction. While reported debt balances will
be lower post-sale, the re-chartering of 11 vessels will increase
rental expense, with a net negative impact on reported fiscal 2007
EBITDA of -$12 million. Debt to EBITDA, using Moody's standard
analytical adjustments, is expected to be higher after the sale of
the ships, despite the reduction in funded debt.

Chiquita's ratings could be downgraded if its earnings and cash
flow remain weak or in the event that its liquidity becomes
constrained. Specifically, Chiquita's ratings could be downgraded
if debt to EBITDA (incorporating Moody's standard analytic
adjustments and excluding certain non-recurring 2006 charges)
rises above 8 times on a lagging 12-month basis, and/or if EBIT to
interest falls below 0.7 times on a lagging 12-month basis.
Conversely, a stabilization of the rating outlook would require
Chiquita to be able to sustain lagging 12-month Debt/EBITDA below
7 times, and lagging 12-month EBIT/Interest above 1.0 time.

The affirmation of the company's ratings, including its B3
corporate family rating, is supported by Chiquita's solid
franchise as one of the largest global fresh fruit and vegetable
companies with strong market shares and good diversification in
terms of product offerings, geographic reach, and raw material
supply. Chiquita's B3 corporate family rating also reflects the
company's high financial leverage, challenged operating
performance, continued uncertainty with regard to long term
structural changes occurring in the company's key EU banana
market, slow demand for the company's salads and healthy snacks,
and pressure from rising input costs.

Moody's considers Chiquita's ratings in the context of the key
rating drivers cited in Moody's Rating Methodology for Global
Natural Product Processors - Protein and Agriculture. Using the
methodology's 22 rating factors and fiscal 2006 historical
financial information, adding back $43 million of impairment
charges and a $25 million charge for the proposed financial
settlement with the Department of Justice, Chiquita's rating would
be B1. This model-generated rating indication largely reflects the
Ba and Baa scores the company achieves on qualitative factors.
However, these factors are overshadowed by the company's high
leverage and weak operating performance, as well as by the fact
that quantitative rating factors will be negatively impacted in
the near term by the rent expense associated with re-leasing the
shipping fleet.

Chiquita Brands International, Inc. is a global producer and
marketer of fresh fruit and vegetables with 2006 revenues of
approximately $4.5 billion.


CITADEL BROADCASTING: Moody's Puts Ba3 Rating to $5.1 Bil. Loans
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
to Citadel Broadcasting Corporation.

Additionally, Moody's assigned a Ba3 rating to Citadel's:

   -- $2.65 billion senior secured credit facility ($200 million
      6-year senior secured revolving credit facility,

   -- $600 million 6-year senior secured Tranche A Term Loan,
      and

   -- $1.85 billion 7-year senior secured Tranche B Term Loan,
      which is expected to close at approximately $1.5 billion).

The rating outlook is stable. The ratings are subject to the final
review and execution of documentation.

The Ba3 rating reflects high pro-forma year end 2006 debt to
EBITDA leverage of 7.3x, modest free cash flow generation relative
to expected debt levels and the challenges associated with
improving the performance of the ABC Radio business which is being
merged into the company. The rating also reflects the inherent
cyclicality of the advertising business, cross media-competition
faced by radio for audience and advertising spending and Moody's
belief that radio is a mature industry with modest growth
prospects.

The company's rating is supported by Moody's expectation that
management will remain committed to debt reduction over the rating
horizon such that the company's leverage declines to approximately
6.3x over the next 18 to 24 months. Additionally, the rating
reflects the combined entity's significant geographic, format and
revenue diversification, strong station clusters and significant
scale. Moody's believes that the management team has the required
experience to integrate the combined assets and leverage the
complementary portfolio of stations to realize revenue and cost
synergies.

Citadel has entered into a merger agreement with The Walt Disney
Company and its subsidiary, ABC Radio Holdings, Inc. under which
the company's business will combine with Disney's ABC Radio
network and 22 major market radio stations in a transaction that
values ABC Radio at approximately $2.4 billion.

Proceeds of approximately $2.1 billion from the company's senior
secured credit facility will be used to 1) refinance debt incurred
by ABC Radio prior to its spin-off from Disney (for the cash
retained by Disney), 2) pay the special dividend to Citadel's pre-
merger shareholders, and 3) refinance the company's existing
credit facility. Moody's analysis is also based on the company's
expectation that the 1.875% Convertible Subordinated Notes due
2011 will remain in place at the close of the merger.

Ratings assigned:

* Citadel Broadcasting Corporation

   -- Corporate family rating -- Ba3

   -- Probability-of-default rating -- Ba3

   -- $200 million 6-year Senior Secured Revolving Credit
      Facility -- Ba3 (LGD 3, 43%)

   -- $600 million 6-year Senior Secured Tranche A Term Loan --
      Ba3 (LGD 3, 43%)

   -- $1.85 billion 7-year Senior Secured Tranche B Term Loan --
      Ba3 (LGD 3, 43%)

   -- SGL-1 speculative grade liquidity

The rating outlook is Stable.

Headquartered in Las Vegas, Nevada, Citadel Broadcasting
Corporation is a radio broadcaster.  Pro-forma for the ABC Radio
transaction, Citadel will own and operate 245 radio stations in
the U.S. Of these stations, Citadel will place 11 stations in
trust immediately upon closing of the transaction to comply with
the FCC Order.


CITIGROUP MORTGAGE: Moody's Puts Ba1 Rating on Class M-10 Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Citigroup Mortgage Loan Trust, Series 2007-
AMC3 and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Argent Mortgage Company, LLC
(89.19%) and Ameriquest Mortgage Company (10.81%), adjustable-rate
(67.78%) and fixed-rate (32.22%), subprime mortgage loans acquired
by Citigroup Global Markets Realty Corp.

The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by subordination, excess
spread, and overcollateralization. The ratings also benefit from
interest-rate cap agreement provided by Bear Stearns Financial
Products Inc. Moody's expects collateral losses to range from
4.20% to 4.70%.

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

The complete rating actions are:

* Citigroup Mortgage Loan Trust 2007-AMC3
   Asset-Backed Pass-Through Certificates, Series 2007-AMC3

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

The Class A-1, M-7,M-8, M-9, M-10 certificates are being offered
in a privately negotiated transaction without registration under
the 1933 Act. The issuance was designed to permit resale under
Rule 144A and, in the case of certain certificates, under
Regulation S.


CLEARWATER FUNDING: S&P Withdraws Notes' Ratings on Redemption
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A and B notes issued by Clearwater Funding CDO 2002-A Ltd.,
an arbitrage corporate investment-grade CBO transaction, following
the complete redemption of the notes.

The rating withdrawal follows the paydown of the notes in full on
the April 15, 2007, payment date.

                         Rating Withdrawn

                   Clearwater Funding CDO 2002-A Ltd.

                    Rating                Balance
                    ------                -------
    Class        To       From     Current       Previous
    -----        --       ----     -------       --------
    A-1a notes   NR       AAA       $0.00      $315,000,000
    A-1b notes   NR       AAA       $0.00       $25,000,000
    A-2 notes    NR       AA        $0.00       $18,500,000
    A-3 notes    NR       A-        $0.00        $8,000,000
    B-1 notes    NR       BB+       $0.00        $2,000,000
    B-2 notes    NR       BB+       $0.00        $3,400,000


COLLINS & AIKMAN: Canadian Unit Files for CCAA Protection
---------------------------------------------------------
Collins & Aikman Corporation disclosed that its Canadian Soft Trim
operations applied for creditor protection under the Companies'
Creditors Arrangement Act (Canada) in the Ontario Superior Court
of Justice.

The company's Canadian Soft Trim operations are comprised of
Collins & Aikman Holdings Canada Inc. and Collins & Aikman Canada
Inc.  The CCAA filing for Collins & Aikman's Canadian Soft Trim
operations is a necessary step in finalizing the previously
announced sale of its Soft Trim business unit to International
Automotive Components Group North America Inc.

"This CCAA filing is intended to facilitate efforts to finalize
our proposed Soft Trim sale to IAC NA," said John Boken, Collins &
Aikman's Chief Restructuring Officer.  "We expect to work closely
with IAC NA, our customers, suppliers and employees, as well as
the US and Canadian courts over the coming weeks to close the Soft
Trim transaction.  We look forward to completing this transition
and giving our Soft Trim employees the opportunity to prosper
under new ownership."

The Soft Trim sale transaction approval hearing is scheduled for
June 5, 2007.

In connection with the filing, Collins & Aikman sought and
obtained orders staying creditors and other third parties from
terminating agreements with the companies or otherwise taking
enforcement steps.  Additionally, as part of the initial court
order, Collins & Aikman Products Co. obtained an order under
section 18.6 of the CCAA recognizing Products Co.'s Chapter 11
bankruptcy proceedings in the United States, which will provide
Products Co. with a stay of proceedings in Canada.

Collins & Aikman's Canadian Soft Trim entities will continue
operations in the ordinary course during the CCAA proceedings
under the leadership of their existing management team.

Ernst & Young Inc. was appointed by the Court as the Monitor in
the CCAA proceedings.

                   About Collins & Aikman

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

                         Plan Update

On Aug. 30, 2006, the Debtors filed their chapter 11 plan and
disclosure statement explaining that plan.  On Dec. 22, 2006, they
filed an amended chapter 11 plan and on Jan. 24, 2007, filed a
modified chapter 11 plan.  On Jan. 25, 2007, the Court approved
the adequacy of the Debtors' amended disclosure statement.  The
confirmation hearing, originally set for April 19, 2007, has been
adjourned to May 24, 2007.


COMPOSITE SOLUTIONS: Emergences from Bankruptcy
-----------------------------------------------
Composite Solutions, Inc., disclosed Monday that it has emerged
from bankruptcy reorganization and completed the requirements of
its reorganization plan.

On December 11, 2006 the U.S. Bankruptcy Court for the Southern
District of California entered an order confirming Composite
Solutions proposed Plan of Reorganization.

The company has filed the necessary notification with the SEC and
is currently at work compiling the necessary information to become
current on all past filings in order to become fully compliant as
a publicly reporting company.

Tom Bache, CEO, remarked, "The reorganization plan has helped us
to bring value to our shareholders, address our creditors, and
position the company for success.  We're looking forward to the
future and what it can bring."

Composite Solutions, Inc. (OTC: CPUT) develops and integrates high
technology composite products and processes for sale to the
construction industry.  The company filed for chapter 11
protection on May 5, 2005 (Bankr. S.D. Calof. Case No. 05-04045).
Daniel Masters, Esq., at San Diego, represented the Debtor in its
successful restructuring.  When the Debtor filed for protection
from its creditors, its listed total assets of $517 and total
debts of $1,837,698.


COMPOSITE TECH: Posts $11.1 Million Net Loss in Qtr Ended March 31
------------------------------------------------------------------
Composite Technology Corporation reported a net loss of
$11.1 million on total revenue of $8.4 million for the second
quarter ended March 31, 2007, compared with a net loss of
$6.5 million on total revenue of $1 million for the same period
last year.

The net loss for the first quarter of 2007 included a $1.9 million
expense related to the litigation settlement with FKI Engineering
Ltd, FKI plc, and Brush Electrical Machines Ltd., while results
for the first quarter of 2006 included convertible debt inducement
expense of $2.3 million.

Cable revenues increased $1.7 million, or 162%, to $2.7 million
for the quarter ended March 31, 2007, from $1 million for the
quarter ended March 31, 2006.  This is primarily due to an
increase in sales to China of $1.3 million for the quarter.

Turbine revenues and related services were $5.7 million for the
three months ended March 31, 2007.  There were no comparable sales
for the same period in 2006 as the company did not acquire the
turbine group until July of 2006.

Overall, operating expenses increased $3.2 million, or 82%, from
$3.8 million in the three-month period ended March 31, 2006, to
$7 million in the three months ended March 31, 2007.  The increase
was primarily due to the addition of the turbines segment
operating expenses of $3.6 million.

Interest expense increased $1.1 million to $1.6 million for the
quarter ended March 31, 2007.

Net cash used in operating activities increased to $13.5 million
during the six months ended March 31, 2007, compared with net cash
used in operating activities of $9.7 million during the six months
ended March 31, 2006.

At March 31, 2007, the company's balance sheet showed
$102.9 million in total assets, $71.1 million in total
liabilities, and $31.8 million in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $43.7 million in total current assets
available to pay $52.2 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1f22

                       Going Concern Doubt

Singer Lewak Greenbaum & Goldstein LLP, in Santa Ana, Calif.,
expressed substantial doubt about Composite Technology
Corporation's ability to continue as a going concern after
auditing the company's financial statements for the years ended
Sept. 30, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations.

                    About Composite Technology

Headquartered in Irvine, Calif., Composite Technology Corporation
(OTC BB: CPTC.OB) -- http://www.compositetechcorp.com/--  
develops, manufactures and sells high performance electrical
transmission and renewable energy generation products through its
subsidiaries, CTC Cable Corporation and DeWind Inc.


COMPUDYE INC: Case Summary & 27 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Compudye, Inc.
             44-22 54th Avenue
             Maspeth, NY 11378

Bankruptcy Case No.: 07-42579

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Compudye Fab, Corp.                        07-42587

Type of Business: The Debtor is engaged in dyeing cotton
                  broadwoven fabrics, manmade fiber & silk
                  broadwoven fabric, and raw stock, yarn & narrow
                  fabric.

Chapter 11 Petition Date: May 13, 2007

Court: Eastern District of New York (Brooklyn)

Debtors' Counsel: Wayne M. Greenwald, Esq.
                  99 Park Avenue, Suite 800
                  New York, NY 10016
                  Tel: (212) 983-1922
                  Fax: (212) 973-9494

                                Estimated Assets   Estimated Debts
                                ----------------   ---------------
Compudye, Inc.                  $1 Million to      $1 Million to
                                $100 Million       $100 Million

Compudye Fab, Corp.             Less than          $100,000 to
                                $10,000            $1 Million

A. Compudye, Inc's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Joseph Catalano                  loans                 $600,000
52-35 240th Street
Douglaston Hills, NY

Paul Shafran                     loans                 $600,000
69-81 Lions Head Road
Boca Raton, FL 33496

N.Y.C. Water Board               water                 $308,005
P.O. Box 410
Church Street Stration
New York, NY 10008-0410

44 Maspeth Associates, L.P.      rent                  $157,149

Keyspan Energy Delivery                                $119,209

Igor Korsunsky                   loan                   $80,000

Lyntech Industries, Inc.         materials              $71,302

Morlot Color & Chemical          materials              $62,415

Independent Chemical Corp.       materials              $54,950

T.M. Mechanical Corp.            services               $35,000

President Container, Inc.        supplies               $18,676

Schoenberg Sales Company         material                $7,998

B.I.S. Trucking, Inc.            services                $3,918

Apple Printing, Inc.                                     $3,481

Cinncinati Laundry Equipment     supplies                $3,218

Burton Plumbing Supply           supplies                $2,359

Rome Machine & Foundry           supplies                $2,241

Key Material Handling            equipment lease         $1,734
Equipment

Group Research Corp.             supplies                $1,160

Barstan Sales Co.                materials               $1,065

B. Compudye Fab, Corp's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         for notice             unknown
11691 Roosevelt Boulevard        purposes
P.O. Box 21126
Philadelphia, PA 19114

N.Y.C. Department of Tax and     for notice              unknown
Finance                          purposes
Bankruptcy Unit-TCD
Building 8, Room 455
W.A. Harriman State Campus
Albany, NY 12227

United States of America         for notice              unknown
Department of the                purposes
Treasury
15th Street & Pennsylvania
Avenue Northwest
Washington, DC 20220

N.Y.C. Department of Finance     for notice              unknown
345 Adams Street-3rd Floor       purposes
Legal Affairs-D. Cohen
Brooklyn, NY 11201

44 Maspeth Associates, L.P.      rent                   $500,000
c/o S.D.G. Management Corp.
888 7th Avenue-24th Floor
New York, NY 10106

N.Y.C. Water Board                                      $308,000
P.O. Box 410
Church Street Station
New York, NY 10008-0410

Keyspan Energy Delivery                                 $120,000


CONGOLEUM CORP: Court Denies Settlement Pact with Travelers' Units
------------------------------------------------------------------
The Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for
the District of New Jersey denied a proposed settlement agreement
resolving Congoleum Corp.'s asbestos insurance coverage dispute
with units of The Travelers Companies Inc., Bill Rochelle
of Bloomberg News reports.

According to the report, insurance companies would have paid
$25 million under the proposed settlement.

However, the source says, Judge Ferguson ruled that the proposed
settlement lacked active support from any creditor consitituency
and that the representative of future claimants "vehemently
opposes it."

In February 2007, Judge Ferguson directed Congoleum to modify
certain aspects of its most recent reorganization plan to comply
with the requirements of the U.S. Bankruptcy Code.

The Court's order relates to motions filed by insurers seeking to
prevent confirmation of Congoleum's plan.

Commenting on the ruling, Roger S. Marcus, the company's Chairman
of the Board, said, "Although I was disappointed by the ruling, we
now have clear direction from the court on what aspects of our
plan need to be changed.  With this guidance I believe we can
craft a plan that should satisfy the court.  It is better that
these issues were surfaced now, before we incurred the time and
expense of soliciting another plan, than if they had arisen at the
confirmation hearing.  Our goal is to have a plan confirmed, and
knowing exactly what the court expects moves us a step closer to
achieving that."

Mr. Marcus continued, "As far as timing and cost, we are hopeful
that all parties involved in negotiating our next plan will share
our sense of urgency as they did at the mediation last summer.  I
think it is possible we could have a plan ready for confirmation
by late in the third quarter of 2007.  While this delay will add
somewhat to the cost, we believe the $22 million cash on hand at
the end of 2006, together with the cash the business continues to
generate, should enable us to meet our obligations for a
reasonable level of fees and expenses through the end of the
year."

                      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.


CONSTELLATION BRANDS: Closes Private Sale of $700MM Senior Notes
----------------------------------------------------------------
Constellation Brands Inc. has completed the sale of $700 million
aggregate principal amount of 7.25% Senior Notes due 2017 at par
in a private placement transaction.

The notes are senior obligations that rank equally with all of the
company's other senior unsecured indebtedness.  The notes are and
will be fully and unconditionally guaranteed by the subsidiaries
that are guarantors under Constellation Brands' senior credit
facility.

Constellation Brands is using the approximately $694 million in
net proceeds from the sale of the notes to reduce a corresponding
amount of borrowings under the revolving portion of its senior
credit facility.

The notes have been offered and sold within the United States to
qualified institutional buyers in accordance with Rule 144A under
the Securities Act of 1933, as amended, and outside the United
States in compliance with Regulation S under the Securities Act.

The notes have not been registered under the Securities Act and
may not be offered or sold in the United States except 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 Constellation Brands

Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) --
http://www.cbrands.com/-- is an international producer and
marketer of beverage alcohol brands with a broad portfolio
across the wine, spirits and imported beer categories.  The
company has operations in Australia, Japan and New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on May 10, 2007,
Moody's assigned a Ba3 rating to Constellation Brand's
$700 million senior unsecured note issuance, which will be used to
reduce outstanding borrowings under the $900 million revolving
portion of the company's senior credit facility.  All other
ratings of the company are affirmed and the rating outlook remains
stable.

As reported in the Troubled Company Reporter on May 10, 2007,
Fitch Ratings has assigned a 'BB-' rating to Constellation Brands
Inc.'s proposed $700 million 10-year senior note offering.  The
Rating Outlook is Negative.

As reported in the Troubled Company Reporter on May 10, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating to Constellation Brands Inc.'s proposed
$700 million note offering due 2017, issued under Rule 144A with
registration rights.  Net proceeds will be used to reduce
outstanding borrowings under the company's senior secured
revolving credit facility.


CREDIT SUISSE: Moody's Junks Rating on Three Certificate Classes
----------------------------------------------------------------
Moody's Investors Service has downgraded four tranches issued by
Credit Suisse in 2001 and 2002.  The downgraded tranches were
issued from Credit Suisse's 2001-28, 2001-HE30 and 2002-10
securitizations.

Each tranche being downgraded has low levels of credit enhancement
relative to the proportion of severely delinquent loans remaining
in the pool.  The small amount of credit enhancement for most
securities under review is attributed, in part, to low pool
factors as well as losses previously incurred by the collateral.

Complete rating actions are:

   * CSFB Mortgage Backed Pass-Through Certificates
     Series 2001-28

    -- Class I-B-1; downgraded to B1; previously Baa3,
    -- Class I-B-2; downgraded to Ca; previously Caa1.

   * CS First Boston Mortgage Securities Corp 2001-HE30

    -- Class M-2; downgraded to Baa3; previously A3,
    -- Class B; downgraded to Caa3; previously B1.

   * CSFB Mortgage Backed Pass-Through Certificates
     Series 2002-10

    -- Class II-B-3; downgraded to Caa1; previously B1


CROWN HOLDINGS: March 31 Balance Sheet Upside-Down by $513 Million
------------------------------------------------------------------
Crown Holdings Inc.'s balance sheet as of March 31, 2007,
reflected total assets of $6.6 billion, total liabilities of
$6.8 billion, and minority interest of $288 million, resulting in
a total stockholders' deficit of $513 million.

Net sales in the first quarter grew to $1.7 billion, up 12.4% over
the $1.5 billion in the first quarter of 2006.  The increase in
sales was primarily attributable to stronger sales unit volumes,
the pass-through of higher raw material costs and foreign currency
translation.

The company had a net income of $16 million for the first quarter
2007, as compared with a net income of $10 million for the first
quarter 2006.  In 2005, the company recorded a loss from
discontinued operations of $2 million.

Net income from continuing operations in the first quarter was
$16 million, as compared with net income from continuing
operations of $12 million in the first quarter of 2006.  In last
year's first quarter, the company reported a net charge of
$6 million related primarily to the restructuring of food can
operations in Spain.

                       Debts and Borrowings

As of March 31, 2007, the company had $411 million of borrowing
capacity available under its revolving credit facility, equal to
the total facility of $800 million less $324 million of borrowings
and $65 million of outstanding standby letters of credit.

The reduction of debt remains a principal strategic goal of the
company and is primarily dependent upon its ability to generate
cash flow from operations.  In addition, the company may consider
divestitures from time to time, the proceeds of which may be used
to reduce debt.  The company's total debt of $3.7 billion at March
31, 2007, increased $66 from $3.6 billion at March 31, 2006,
including $121 million of increase due to foreign currency
translation.

The company seeks to reduce its asbestos-related costs through
prudent case management.  Asbestos-related payments were
$26 million for the full year of 2006 and $4 million for the first
three months of 2007, and the company expects to pay about
$25 million for the full year of 2007.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f1b

Commenting on the quarter, John W. Conway, chairman and chief
executive officer, stated, "I'm pleased to report that we have
started the year well.  Volumes were on plan and reflected
increases across most products and regions.  We recovered
previously lost volumes in our North American beverage can
business and our North American food can business continued its
improvements in product mix, operating efficiencies and volume.
Equally important, implementation of a cost recovery pricing
initiative in our European beverage can business is also on plan.
During the quarter, we completed and commercialized a second
beverage can line in Ho Chi Minh City, Vietnam.  In addition, we
began construction in Cambodia of a new beverage can plant outside
of the capital city Phnom Penh.  We believe that these are fast
growing markets with long-term potential and we are pleased to be
growing with our customers there."

                       About Crown Holdings

Philadelphia, Pa.-based Crown Holdings Inc. (NYSE: CCK)
-- http://www.crowncork.com/-- through its affiliated companies,
supplies packaging products to consumer marketing companies around
the world.


CSMS COMMERCIAL: Moody's Holds Ba1 Rating on $60 Mln Class L Notes
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 14 classes of
Commercial Mortgage Pass-Through Certificates, Series CSMS 2006-
HC1:

   -- Class A-1, $443,000,000, Floating, affirmed at Aaa
   -- Class A-2, $147,000,000, Floating, affirmed at Aaa
   -- Class A-X-1, Notional, affirmed at Aaa
   -- Class A-X-2, Notional, affirmed at Aaa
   -- Class B, $75,000,000, Floating, affirmed at Aa1
   -- Class C, $58,000,000, Floating, affirmed at Aa2
   -- Class D, $65,000,000, Floating, affirmed at Aa3
   -- Class E, $50,000,000, Floating, affirmed at A1
   -- Class F, $53,000,000, Floating, affirmed at A2
   -- Class G, $50,000,000, Floating, affirmed at A3
   -- Class H, $54,000,000, Floating, affirmed at Baa1
   -- Class J, $53,000,000, Floating, affirmed at Baa2
   -- Class K, $92,000,000, Floating, affirmed at Baa3
   -- Class L, $60,000,000, Floating, affirmed at Ba1

Certificates are collateralized by one floating rate mortgage loan
secured by 260 nursing facilities, mixed use healthcare properties
and an assisted living facility.  The portfolio contains 26,373
licensed nursing beds/assisted living units of which 25,630 beds
were available as of December 31, 2006.  The loan and certificate
balances remain at $1.2 billion as the loan does not amortize. The
Certificates receive principal on a sequential basis.

Moody's is affirming all of the above listed classes due to stable
collateral performance. Revenue for the last three quarters of
calendar year 2006 exceeded Moody's expectations. Occupancy
increased by approximately 1.3% over Moody's stabilized occupancy
rate of 86.6%. Rate achievement increased by $10.00 per patient
day over Moody's expected rate of $165.00 PPD.  The higher
revenues were offset by higher operating expenses, which increased
by $12.00 PPD over that anticipated at securitization. Moody's
stabilized net cash flow is $206.9 million, compared to $208.9
million at securitization. Moody's loan to value ratio is 79.8%,
compared to 78.9% at securitization.


DAIMLERCHRYSLER: Cerberus to Launch Huge Cost Cuts, Reports Say
---------------------------------------------------------------
Cerberus Capital Management LP's $7.4 billion deal to buy a
controlling stake in DaimlerChrysler AG's Chrysler Group should
set off an alarm for workers of the ailing unit as analysts
predict that the equity firm will launch massive cost cuts,
published reports say.

Cerberus specializes in buying distressed companies and then
turning them around through heavy cost cutting, The Associated
Press observes.  The Free Press notes that Gerald Meyers, former
American Motors Corp. chief executive and now a University of
Michigan professor of business management, said dramatic cost
cutting is going to be necessary to make the deal work.

The investment firm needs to work with the United Auto Workers
union to restructure the $18 billion that Chrysler estimates it
will eventually owe for UAW retiree health-care benefits, The Wall
Street Journal suggests.  The UAW represents about 50,000 of
Chrysler's 80,000 workers, as well as many other workers in the
industry.

Benefits for active and retired union workers are certain to be a
big issue.  Rising health-care costs have bedeviled Chrysler as
its ranks of retirees have grown and health-care inflation has
hovered around 10% in recent years.  Cerberus is expected to
pressure the UAW to make substantial concessions, which could
raise the costs of prescription drugs and health-care premiums for
about 84,000 UAW retirees and dependents, the WSJ states.

The deal is also likely to raise fears for further job cuts among
Chrysler workers, the WSJ observes.  In February, the auto maker
said it would shed about 13,000 workers and idle a sport-utility-
vehicle factory in Delaware, part of a plan to cut production
capacity by 400,000 vehicles a year.  Cerberus officials didn't
disclose plans for further job cuts yesterday.

The TCR-Europe reported on April 23, 2007, that UAW President Ron
Gettelfinger has expressed opposition to the sale of Chrysler to
private equity investors because he is concerned that they would
"strip and flip" the company by selling it off in parts.

However, Mr. Gettelfinger revealed to Detroit radio station WJR
that DaimlerChrysler CEO Dieter Zetsche and Chrysler CEO Tom
LaSorda had told him Saturday that "the status quo for the
Chrysler Group was no longer an option."  In a recent news
conference, Mr. Gettelfinger explained that until Saturday, his
position had been to fight to keep Chrysler within
DaimlerChrysler.  He was told then that wasn't possible.  He said
several times that he had to work with "the hand I was dealt," the
WSJ notes.

Meanwhile, Cerberus has said it will work with Chrysler's existing
management team, led by Mr. LaSorda.  But Cerberus has on its
payroll a team of former senior auto executives it can call upon
for advice.  They include former Chrysler Chief Operating Officer
Wolfgang Bernhard, former Ford Vice Chairman David Thursfield,
former Ford sales executive Robert Rewey and former Chrysler sales
and marketing executive Gary Dilts, published reports say.
Cerberus hopes to run Chrysler more effectively as a private
company.

"People say, how can you turn this around and we can't?" said
Cerberus Chairman John Snow, former Treasury Secretary, in an
interview.  It will take patience, he said.  "It might take a
couple of years to really show the results.  And public companies
don't have two or three years."

                      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: No Immediate Job Cuts, Cerberus Assures Workers
----------------------------------------------------------------
Leaders of the soon-to-be-independent Chrysler Group and its
buyer, Cerberus Capital Management LP, have launched a campaign to
bolster workers' confidence in the DaimlerChrysler AG unit and win
support from rank-and-file workers and union leaders alike, the
Wall Street Journal relates.

According to the report, Cerberus Capital founder Stephen Feinberg
met with leaders of Chrysler's two main unions and offered
assurances it plans no immediate job cuts, beyond the 13,000
previously proposed by the company, in an effort to ease labor
worries about Cerberus' planned acquisition of 80.1% of Chrysler.

Mr. Feinberg has committed to not cutting additional hourly jobs
in Canada until at least September 2008, when the current CAW
contract with Chrysler expires, WSJ notes.  He also promised not
to eliminate United Auto Worker positions beyond those already
announced in February.

Canadian Auto Workers union leader Buzz Hargrove, who previously
had expressed opposition to a private-equity takeover, welcomed
the news with praises, saying he is confident that "this is not
about slice and dice ... they're in for the long term."

Mr. Feinberg also scored points with Mr. Hargrove by expressing
concern about trade policies and countries that sell vehicles in
North America but close their doors to imports from the U.S. and
Canada, WSJ observes.  Those are concerns that the CAW also raises
often, and Mr. Hargrove said Mr. Feinberg could help out greatly
in lobbying the U.S. and Canadian governments on those issues.

Meanwhile, UAW chief Ron Gettelfinger, who had previously
expressed concern about a potential private-equity buyer for
Chrysler, has expressed his support for the deal, reports say.

The union leaders' positive response to the deal may have paved
the way for future talks with workers as part of Cerberus' plan to
acquire a majority stake in Chrysler; however, it does not
guarantee that the road will be smooth as the new owners are
expected to hold litigious contract negotiations with the UAW,
while Chrysler's health-care liabilities amounting to US$18
billion loom over their heads, WSJ suggests.

Chrysler CEO Tom LaSorda has advised that the automaker needs to
attack its labor-cost disadvantage in the near term as it looks to
return to profitability, WSJ states.  He reassured the public
Monday night that the company does not plan to kill any of its
three brands -- Dodge, Chrysler and Jeep.  He also disclosed on
Tuesday that Chrysler will consider alliances aimed at small cars
and fast-growth emerging markets as it breaks free from Germany's
Daimler AG, Reuters reports.

Mr. LaSorda has disclosed that the automaker would pursue a
turnaround plan announced in February that includes cutting 13,000
jobs and investing $3 billion in new plants to make more fuel-
efficient engines as it shifts to private ownership under Cerberus
Capital Management, Reuters relates.  He added that the new owners
have endorsed the company's strategic plans and will not spin off
Chrysler's brands, freeze new investment or push for higher-than-
projected profitability by 2008.

Mr. LaSorda noted that as a private company, Chrysler would be
free of pressure to meet quarterly financial goals and be able to
reach out to partners in target markets such as India, Russia and
Southeast Asia, where it has lagged, Reuters says.

One prospect is expanding an alliance with China's Chery
Automobile Co. agreed in December, pending clearance from the
Chinese government, Reuters reveals.  Under the deal, Chery would
build small cars under Chrysler brands for sale in Europe and the
U.S.  The deal has been delayed by the sale of Chrysler but a
decision is expected soon.

                      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: Going Private Chrysler Ceases Financials Filing
----------------------------------------------------------------
Chrysler Group CEO Tom LaSorda made it clear during a press
conference that Chrysler won't issue quarterly earnings anymore,
and the company will benefit from standing on its own as a private
company, out of the continuous glare and scrutiny of a publicly
traded firm.

                         Brand Retention

In addition, Mr. LaSorda said that Chrysler Group's three brands
-- Jeep, Dodge and Chrysler -- will remain under the group after
its sale to Cerberus Capital Management, Reuters reports.

"These brands will not be broken up under any circumstances," Mr.
LaSorda told reporters, a day after German parent DaimlerChrysler
AG announced the sale of most of its stake in Chrysler to
Cerberus.

The CEO also said that a product plan, recommended by Cerberus, is
in the works.

                 About Cerberus Capital Management

Cerberus Capital Management, L.P., New York, is one of the largest
private investment firms in the world, with approximately
$23.5 billion under management in funds and accounts.  Founded in
1992, Cerberus currently has significant investments in more than
50 companies that, in aggregate, generate more than $60 billion in
annual revenues worldwide.

                      About DaimlerChrysler

Headquartered in Stuttgart, Germany, DaimlerChrysler AG --
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 has locations in Canada, Mexico, United States,
Argentina, Brazil, Venezuela, China, India, Indonesia, Japan,
Thailand, Vietnam and Australia.

DaimlerChrysler lowered its operating profit forecast for full-
year 2006 to be in the magnitude of EUR5 billion ($6.4 billion)
based on an expected full-year operating loss of approximately
EUR1 billion ($1.2 billion) for its Chrysler Group.

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.  Chrysler Group
will take additional production cuts in the third and fourth
quarters to reduce dealer inventories and make way for its
current product offensive.


DELHAIZE AMERICA: Cross Guarantees Cue Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed the long term ratings of Delhaize
America, Inc. under review for possible upgrade based on the
prospect that it and its parent, Etablissements Delhaize Freres et
CIE 'Le Lion" ("Delhaize Group," rated (P) Baa3) will be
implementing cross-guarantees.

Ratings placed under review for upgrade:

   -- Corporate Family Rating at Ba1
   -- Probability of Default Rating at Ba1
   -- Senior Unsecured and Medium Term notes at Ba1

Delhaize Group has announced that it will be implementing a cross
guarantee agreement between the company's entities in the US and
Delhaize Group.  Moody's review will focus on the terms of the
cross-guarantee and will be concluded upon the completion and
signing of cross guarantee agreements.

Headquartered in Salisbury, North Carolina, Delhaize operates
about 1544 supermarkets under the Banners Food Lion, Hannaford,
Kash n" Karry, Sweetbay, And Harveys along the Eastern United
States.  Delhaize is wholly owned by Belgium's Delhaize Group, and
accounts for the majority of group sales, earnings, and debt.


DELHAIZE GROUP: Net Profits Up 14.5% in 2007 First Quarter
----------------------------------------------------------
Delhaize Group reported that in the first quarter of 2007, net
sales and other revenues of Delhaize Group increased at identical
exchange rates by 5.9%.  At actual exchange rates, net sales and
other revenues decreased by 0.5% to EUR4.7 billion due to an 8.3%
weaker U.S. dollar versus the euro.

Organic sales growth amounted to 5.9% due to:

    * the 5.6% increase of U.S. sales, supported by strong
      comparable store sales growth of 4.1%;

    * the 4.2% increase of Belgian sales due to comparable store
      sales growth of 2.0% and new store openings; and

    * the 15.3% increase of Greek sales.

The company ended the first quarter of 2007 with a sales network
of 2,717 stores (including the Czech operations and Di) compared
to 2,705 stores at the end of 2006.

Gross margin remained stable at 25.5% (25.6% in 2006).  Continued
price investments were offset by a better sales mix.  Selling,
general and administrative expenses improved by 14 basis points to
21.0% of sales due to the strong sales momentum, good cost
management throughout the Group, and lower depreciation costs (as
a percentage of sales).

Operating margin was slightly higher at 4.9% in the first quarter
of 2007.  Operating profit amounted to EUR229.6 million, an
increase by 1.0% at actual exchange rates while at identical
exchange rates operating profit increased by 8.2%.

Net financial expenses decreased by 11.5% to EUR64.9 million, as a
result of debt repayments in the first half of 2006 and the weaker
U.S. dollar.  The effective tax rate decreased from 36.5% to 33.1%
in the first quarter of 2007, mainly due to a tax refund.

Net profit from continuing operations increased by 12.6% to
EUR110.1 million, or EUR1.13 per basic share (EUR 1.03 in 2006).
At identical exchange rates, net profit from continuing operations
increased by a strong 19.9% due to sales growth and lower
financial and tax expenses.

In the first quarter of 2007, the result from discontinued
operations, net of tax, amounted to EUR3.1 million, primarily
related to the company's Czech operations, which are in the
process of being divested.

Group share in net profit increased by 14.5% to EUR111.4 million.
Per basic share, net profit was EUR1.16 (EUR1.03 in the first
quarter of 2006) and per diluted share EUR1.11 (EUR0.99 in the
first quarter of 2006).  At identical exchange rates, net profit
increased by 21.7%.

                           CEO Comments

"Our first quarter 2007 results were very strong," said Pierre-
Olivier Beckers, President and Chief Executive Officer of Delhaize
Group.  "Our dynamic commercial strategy, combined with our
disciplined cost management and decreased net financial expenses,
resulted in excellent sales and profit for the quarter.  All of
our regions continued their strong sales momentum, particularly
our U.S. operations with a 4.1% comparable store sales growth and
our Greek business with the fourth consecutive quarter of double
digit organic sales growth."

               Cash Flow Statement and Balance Sheet

In the first quarter of 2007, net cash provided by operating
activities amounted to EUR257.3 million.  Capital expenditures
decreased by 10.9% to EUR109.9 million (EUR123.4 million in 2006)
primarily due to fewer store openings at Hannaford and the
weakening of the U.S. dollar.  Delhaize Group generated free cash
flow of EUR 149.8 million.  The Group held EUR 336.8 million cash
and cash equivalents at the end of March 2007.

The net debt to equity ratio continued to improve, decreasing to
68.5% compared to 74.0% at the end of 2006.  Delhaize Group's net
debt amounted to EUR2.5 billion, a decrease of EUR141.7 million
compared to the end of 2006 due to the continued generation of
free cash flow.

In April 2007, Delhaize America repaid $145.0 million in bonds
with a 7.55% coupon using cash on hand and existing credit
facilities.

                       About Delhaize Group

Delhaize Group -- http://www.delhaizegroup.com/-- is a Belgian
food retailer present in eight countries on three continents.
Delhaize Group is listed on Euronext Brussels (DELB) and the New
York Stock Exchange (DEG).

The company's U.S. subsidiary, Delhaize America, is a supermarket
operator with over 1,500 stores in 16 states in the eastern United
States.  Delhaize America operates under the banners Food Lion,
Bloom, Bottom Dollar, Harveys, Hannaford Bros., Kash n' Karry and
Sweetbay, each of which has a distinct strategy and a well-
established brand image.  Delhaize America employs approximately
109,000 full-time and part-time associates up and down the East
Coast.

Delhaize Group also owns 51% of Super Indo, an operator of 11
stores in Indonesia.


DELHAIZE GROUP: S&P Puts Corporate Credit Rating at BB+
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
corporate credit rating to Belgium-based retail group Delhaize
Group S.A.

The outlook is positive.

All the group's senior unsecured bonds, including those issued by
Delhaize America Inc. (BB+/Positive/NR), are rated 'BB+'.

The ratings on Delhaize reflect its participation in the highly
competitive U.S. supermarket industry (72% of sales); the
diversified formats it operates in Belgium (22% of sales); higher
operating margins but smaller scale relative to major operators;
and somewhat aggressive debt protection measures.

These factors are mitigated by solid regional positions, notably
through the U.S.-based Food Lion banner (43% of the store base),
which enjoys leading positions in Mid-Atlantic and southeastern
U.S. markets and has a good track record of profitability.

Delhaize reported total debt of EUR3.1 billion at year-end 2006.

"Given its good market position and efficient operations, we
expect Delhaize to be able to maintain adequate credit ratios
despite the challenging climate for supermarkets in the U.S.,"
said Standard & Poor's credit analyst Nicolas Baudouin.  The group
is expected to use some of its internal cash flow for growth --
primarily through store development -- but free cash flows are
expected to remain positive after dividends and debt leverage is
consequently expected to gradually decrease.

"An upgrade to 'BBB-' would be contemplated if the group maintains
its solid local positions and improves free cash flow generation,"
said Mr. Baudouin.  In particular, it would need to reach and
maintain an adjusted FFO-to-debt ratio above 25%, and debt to
EBITDA of about 2.5x, which was almost achieved at year-end 2006.
An outlook revision to stable would be considered if market
conditions deteriorate.

An outlook change to negative is not expected, based on the
company's steady performance and current financial policy, but a
significant debt-financed acquisition could put ratings under
pressure.

Delhaize Group -- http://www.delhaizegroup.com/-- is a Belgian
food retailer present in eight countries on three continents.
Delhaize Group is listed on Euronext Brussels (DELB) and the New
York Stock Exchange (DEG).

The company's U.S. subsidiary, Delhaize America, is a supermarket
operator with over 1,500 stores in 16 states in the eastern United
States.  Delhaize America operates under the banners Food Lion,
Bloom, Bottom Dollar, Harveys, Hannaford Bros., Kash n' Karry and
Sweetbay, each of which has a distinct strategy and a well-
established brand image.  Delhaize America employs approximately
109,000 full-time and part-time associates up and down the East
Coast.

Delhaize Group also owns 51% of Super Indo, an operator of 11
stores in Indonesia.


DESERT POWER: Toole County Wants $500,750 in Back Taxes Paid
------------------------------------------------------------
Tooele County wants to collect around a half-million in back taxes
from Desert Company LLC, the Tooele Transcript Bulletin reports.

The Debtor however is not rolling over and is contesting the
amount in the U.S. Bankruptcy Court for the District of Nevada.

The Transcript relates that the county has hired Holland & Hart as
its counsel in the Debtor's bankruptcy proceedings.

Citing U.S. Bankruptcy Court spokeswoman Vickie Prim, the
Transcript relates that court records show that the county wants
$550,750 in property and personal taxes for the years 2002 through
2004.  Most of the back taxes are for personal property or
equipment used with only $15,000 for property taxes, Transcript
quote count Treasurer Valerie Lee.

Desert Power LP operates an electrical plant.  The company and
three of its affiliates filed for chapter 11 protection on
Oct. 23, 2006 (Bankr. D. Nev. Case No. 06-50777).  Kaaran E.
Thomas, Esq., at Mcdonald Carano Wilson LLP, represents the
Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts between
$1 million to $100 million.  Court documents show that they own
unsecured creditors more that $30 million.


DISTRIBUTED ENERGY: Posts $14.6 Million Net Loss in First Quarter
-----------------------------------------------------------------
Distributed Energy Systems Corp. reported a net loss of
$14.6 million for the first quarter ended March 31, 2007, compared
with a net loss of $7.3 million for the same period in 2006.
For the first quarter ended March 31, 2007, revenues increased to
$8.4 million from $7.6 million in the same period of 2006.

The company's previously announced initiative to streamline its
operations to better position the company for improved growth and
strengthen systems sales, engineering, production, service and
technology development has resulted in the company recording a
restructuring charge of approximately $600,000 in the first
quarter of 2007 related to the reduction of its workforce.

Related to this restructuring, the first quarter results include a
non-cash charge of approximately $1.2 million as it accelerated
depreciation on its Waitsfield, Vt. facility, which the company
plans to exit by June 30, 2007.  2007 results also include
approximately $5.8 million of non-cash charges associated with
warrants issued as part of the company's joint venture with Morgan
Stanley Wind LLC.

Cash used in operating activities was $8.7 million for the three
months ended March 31, 2007, and was primarily attributable to the
company's net loss, increases in inventories as a result of less
than expected demand for HOGEN hydrogen generators in the first
quarter of 2007 and increases in costs in excess of billings,
partially offset by non-cash depreciation, amortization, expense
for warrants issued and stock compensation expense, and a decrease
in billings in excess of costs.

At March 31, 2007, the company's balance sheet showed
$59.9 million in total assets, $21.3 million in total liabilities,
and $38.6 million 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?1f13

                        Subsequent Events

On May 10, 2007, Distributed Energy Systems Corporation entered
into a securities purchase agreement with an investment fund
managed by Perseus LLC, a merchant bank and private equity fund
management company headquartered in Washington, D.C.

Under this agreement, Perseus has agreed to lend the company
$12.5 million.  This loan would bear interest at 12.5% per annum,
compounded quarterly, and would be due in full nine months from
the initial funding.  The loan would be secured by a security
interest on all of the company's assets and those of its
subsidiaries.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 22, 2007,
PricewaterhouseCoopers LLP expressed substantial doubt about
Distributed Energy Systems Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2006.  The auditing firm points to the
company's recurring operating losses and cash outflows from
operations.

                     About Distributed Energy

Based in Wallingford, Connecticut, Distributed Energy Systems
Corp. (Nasdaq: DESC) -- http://www.distributed-energy.com/ --  
provides products and services for distributed, or on-site, power
generation and storage.  The company designs, integrates,
constructs and maintains power systems using a variety of
technologies and energy sources both for grid-connected customers
and for customers who need power solutions for remote locations or
require more reliable or environmentally benign alternatives to
centrally distributed electricity.  The company also markets
hydrogen generators, which produce hydrogen from electricity and
water in a clean and efficient process, to domestic and
international customers for industrial, utility and research
applications.


DUKE FUNDING: Fitch Affirms BB Rating on $32 Million Sub. Notes
---------------------------------------------------------------
Fitch Ratings affirms ten classes of notes issued by Duke Funding
High Grade III Ltd.  These affirmations are the result of Fitch's
review process and are effective immediately:

   -- $443,500,000 Class A-1A notes affirmed at 'AAA';
   -- $1,306,500,000 Class A-1B1 notes affirmed at 'AAA';
   -- $1,306,500,000 Class A-1B2 notes affirmed at 'AAA';
   -- $102,000,000 Class A-2 notes affirmed at 'AAA';
   -- $8,000,000 Class B-1 notes affirmed at 'AA+';
   -- $8,000,000 Class B-2 notes affirmed at 'AA-';
   -- $44,000,000 Class C-1 notes affirmed at 'A+';
   -- $44,000,000 Class C-2 notes affirmed at 'A-';
   -- $12,000,000 Class D notes affirmed at 'BBB';
   -- $32,000,000 Subordinated notes affirmed at 'BB+'.

Duke High Grade III is a collateralized debt obligation which
closed Aug. 3, 2005 and is managed by Duke Funding Management,
LLC.  Duke High Grade III is a revolving transaction and will exit
its reinvestment period in August, 2009.  The portfolio is
composed of residential mortgage-backed securities and commercial
mortgage-backed securities.

Since the last review on Feb. 24, 2006, the transaction has been
actively managed through the collateral quality and coverage tests
which have changed very little.  The weighted average rating
factor has remained stable at 1.22 ('AA-/A+') from 1.24 ('AA-
/A+').  The class A/B overcollateralization (OC) ratio, class C OC
ratio, and class D OC ratio are currently at 107.07%, 102.26% and
101.63%, respectively; from 107.08%, 102.26% and 101.64% at the
last review.  Additionally, there has been only positive rating
migration within the portfolio and trading gains have caused
credit enhancement levels to increase.  There are no defaulted
assets, and only 0.25% of the assets are rated lower than 'A-'.

The ratings of the class A-1A notes, class A-1B1 notes, class A-2
notes, class B-1 notes, and class B-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 C-1 notes, class C-2 notes, and class 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. The
rating of the class A-1B2 notes addresses the likelihood that
investors will receive only full and timely payments of interest
as per the governing documents.  The rating of the Subordinated
Notes addresses the likelihood that investors will receive only
the ultimate payment of principal by the stated maturity date.


DUNE ENERGY: Names Steven J. Craig as VP of Investor Relations
--------------------------------------------------------------
Dune Energy Inc. hired Steven J. Craig as vice president of
investor relations and administration.  Mr. Craig most recently
served in a similar capacity for Remington Oil and Gas Corporation
prior to its sale in June of 2006.

Mr. Craig held various administrative, financial and investor
relations positions within the Remington organization from 1989
through 2006.  Prior to Remington, Mr. Craig served in financial
and analytical positions with Shearson Lehman Hutton in New York,
Centex and Delhi International Oil.  He began his career as an
Investment Analyst for First National Bank, Dallas.  He received a
BA from Southern Methodist University in 1974 with a major in
Economics and an MBA from Southern Methodist University in 1980
with an emphasis on Finance and Quantitative Analysis.

The hiring of Mr. Craig demonstrates the importance Dune places
with respect to communication with all of the company's
stakeholders.  "Both Alan Gaines, chairman and founder of Dune,
and I are excited to have Steve join the Dune team," James A.
Watt, president and chief executive officer of Dune commented.
"His extensive background in financial analysis and investor
relations will provide an excellent addition to the company's
management group and help management communicate its plans for the
company going forward."

                        About Dune Energy

Headquartered in Houston, Texas, Dune Energy Inc. (Amex: DNE) --
http://www.duneenergy.com/-- is an independent exploration and
development company, with operations focused along the
Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin
Barnett Shale.  Dune will continue to exploit its existing asset
base, seek accretive acquisitions, and enter into additional joint
venture drilling programs.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Moody's Investors Service assigned first-time ratings to Dune
Energy Inc., including a Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and a Caa2 rating (LGD 4, 50%) on
its proposed $285 million of senior secured notes due 2012.

At the same time, Standard & Poor's Ratings Services assigned its
'B-' corporate credit rating to oil and gas exploration and
production company Dune Energy Inc.

In addition, S&P assigned a 'B-' rating and '3' recovery rating,
indicating S&P's expectation of meaningful (50%-80%) recovery of
principal in the event of a payment default, to the company's
proposed $285 million senior secured notes due 2012.


ENERGYTEC INC: Posts $1,023,644 Net Loss in Quarter Ended March 31
------------------------------------------------------------------
Energytec Inc. reported a net loss of $1,023,644 on total revenues
of $1,700,608 for the first quarter ended March 31, 2007, compared
with a net loss of $792,670 on total revenues of $3,100,342 for
the same period last year.

For the three months ended March 31, 2007, oil and gas revenue
decreased from $1,208,824 for the three months ended March 31,
2006, to $687,348, a 43% decrease.  The decline from 2006 to 2007
reflects the effect of severances and reduced production in the
fields, as well as a lack of capital to fund even routine
maintenance and workovers.  Additionally, the average oil price
over the first three months of 2007 was approximately $10.71 per
barrel lower than the comparable period in 2006.

Well service activities also slowed due to regulatory issues and
capital needs.  For the three months ended March 31, 2007, well
service revenue decreased $625,462, or 53%, to $552,416 from
$1,177,878 for the same period in 2006.

For the three months ended March 31, 2007, gas sales decreased by
43%, to $406,989 from $709,990 from the same period in 2006.

At March 31, 2007, the company's balance sheet showed $41,868,673
in total assets, $19,945,704 in total liabilities, and $21,922,969
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $4,115,462 in total current assets
available to pay $14,633,740 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?1f11

                        Going Concern Doubt

Turner, Stone & Company LLP in Dallas, expressed substantial doubt
about Energytec 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 said that the
company does not currently have cash reserves sufficient to meet
its capital and operational expenditure budget of approximately
$22,400,000 for the year ending Dec. 31, 2007.

The company believes that it may also have potential liability for
rescission or damages to investors in the working interest
programs and/or purchasers of the company's common stock in
private placements.

This belief is based on the potential for claims that Energytec,
through the actions of Mr. Frank Cole, a former officer and
employee, violated the registration requirements of the Securities
Act of 1933 and applicable state statutes and/or violated the
anti-fraud provisions of Federal and state securities laws and
common law fraud.

                       About Energytec Inc.

Energytec Inc. (Other OTC: EYTC.PK) -- http://www.energytec.com/
-- acquires oil and gas properties that have previously been the
object of exploration or producing activity, but which are no
longer producing or operating due to abandonment or neglect.  The
company owns working interests in 60,701 acres of oil and gas
leases in Texas and Wyoming.

The company also owns a gas pipeline of approximately 63 miles in
Texas, a well service business, a drilling business, and a sales
and distribution business for enhanced oil recovery chemicals and
materials related to well operation services.


EREZ HEALTH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Erez Health Care Realty Co., L.L.C.
        c/o Isser Kotler
        1440 Laurelwood Avenue
        Lakewood, NJ 08701

Bankruptcy Case No.: 07-16649

Chapter 11 Petition Date: May 11, 2007

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Andrew J. Kelly, Esq.
                  Kelly & Brennan, P.C.
                  1800 Route 34, Suite 403
                  Wall, NJ 07719
                  Tel: (732) 280-8825

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


FAIRFAX FINANCIAL: Unit Completes $330 Mil. Senior Notes Offering
-----------------------------------------------------------------
Crum & Forster Holdings Corp., a subsidiary of Fairfax Financial
Holdings Limited, has completed its offering of $330 million of
7-3/4% Senior Notes due May 1, 2017 at an issue price of 100%.

The 2017 Notes were sold on a private basis in the United States
pursuant to Rule 144A and outside the United States pursuant to
Regulation S under the Securities Act of 1933, with registration
rights.

Net proceeds of the offering, together with available cash on
hand, were used to purchase approximately $295.7 million of the
company's 10-3/8% Senior Notes due 2013, for total consideration
of approximately $325.7 million, plus accrued and unpaid interest
of approximately $12.1 million, pursuant to the company's
previously announced tender offer to purchase for cash any and all
of the outstanding 2013 Notes.

The company received consents from holders of approximately
$295.7 million, or 98.6%, of the outstanding 2013 Notes on or
prior to midnight, New York City time, on May 4, 2007 to adopt
amendments to the indenture governing the 2013 Notes in connection
with the tender offer and related consent solicitation, and such
amendments have become effective.

Holders who validly tender 2013 Notes after the Consent Expiration
Date but on or prior to the Offer Expiration Date will be eligible
to receive as consideration the purchase price, which equals the
total consideration less the $30 consent payment per $1,000
principal amount of 2013 Notes.

In addition, holders of all 2013 Notes accepted for payment are
entitled to receipt of accrued and unpaid interest in respect of
such 2013 Notes from the last interest payment date prior to the
applicable settlement date to, but not including, the applicable
settlement date.

The tender offer will expire at midnight, New York City time, on
May 18, 2007, unless extended or earlier terminated.  Settlement
for all 2013 Notes tendered on or prior to the Consent Expiration
Date and accepted for payment occurred today, the initial
settlement date.  Settlement for all 2013 Notes tendered after the
Consent Expiration Date, but on or prior to the Offer Expiration
Date, is expected to occur promptly following the Offer Expiration
Date.  Consummation of the tender offer, and payment for tendered
notes, is subject to the satisfaction or waiver of certain
conditions described in the Statement.

Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as
dealer manager and solicitation agent for the tender offer and the
consent solicitation.  The tender agent and information agent is
D. F. King & Co., Inc.

                 About Fairfax Financial Holdings

Based in Toronto, Ontario, Fairfax Financial Holdings Ltd.
(TSX: FFH)(NYSE: FFH) -- http://www.fairfax.ca/-- is a financial
services holding company with subsidiaries engaged in property and
casualty insurance and reinsurance, investment management and
insurance claims management

                          *     *     *

Fairfax Financial Holdings Ltd.'s 7-3/4% Senior Notes due 2012
carry Moody's Investors Service's 'Ba3' rating and Standard &
Poor's 'BB' rating and Fitch' 'b+' rating.


FERRO CORP: Moody's Rates $200 Million Sr. Secured Notes at B1
--------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Ferro Corporation.  Moody's also assigned a B1 rating to the
company's $200 million senior secured notes (issued as unsecured
notes in 2001) due in January 2009 and an SGL-3 speculative grade
liquidity rating.

Moody's is reassigning the corporate family and notes ratings
after withdrawing them in March 2006, due to the delays in the
filing of financial statements for 2005 and quarterly statements
for 2004 through 2006.

The company's B1 corporate family rating reflects its elevated
leverage (when incorporating Moody's Global Standard Adjustments
to Financial Statements), limited free cash flow, the expectation
that the company will continue to restructure or exit
underperforming product lines, and relatively low, albeit
improving, EBITDA margins for a specialty chemical company.

The ratings are supported by an improving financial profile,
leading market positions in porcelain, glass and enamel coatings
and sustainable market positions in electronic materials.  The B1
rating on the secured notes due 2009 reflects the collateral
package; the notes share the same collateral as the senior secured
credit facilities.

Moody's noted that the company's 10K filed in March 2007,
identified two remaining "material weaknesses" in its internal
controls over financial reporting; however this issue is not a
ratings driver at the current rating level.  The company is
working to remediate these remaining issues and has recently hired
a Chief Accounting Officer.

The positive outlook reflects the company's strong placement in
the B1 rating category and the expectation of further improvements
to operating performance or meaningful debt reduction due to asset
sales over the next 12-18 months.  However, Ferro is not expected
to generate any free cash flow over this timeframe due to elevated
capex and additional contributions to its pension plans.
"Although Ferro's rating maps to the "Ba" category utilizing
Moody's Chemicals Industry Rating Methodology, key financial
metrics are modestly weaker than we would like for the Ba3 rating"
stated John Rogers, Senior Vice President at Moody's.

                        Ratings Assigned

Issuer: Ferro Corporation

   -- Corporate Family Rating, Assigned B1
   -- Probability of Default Rating, Assigned B1
   -- Senior Unsecured Regular Bond/Debenture, Assigned B1
   -- Senior Unsecured Regular Bond/Debenture, Assigned 47-LGD3

Headquartered in Cleveland, Ohio, Ferro Corporation --
http://www.ferro.com/-- is a global producer of an array of
specialty chemicals including coatings, enamels, pigments, plastic
compounds, and specialty chemicals for use in industries ranging
from construction, pharmaceuticals and telecommunications.  Ferro
operates through the following five primary business segments:
Performance Coatings, Electronic Materials, Color and Performance
Glass Materials, Polymer Additives, and Specialty Plastics.
Revenues were $2 billion for the FYE ended December 31, 2006.

Ferro Corp. has global locations in Argentina, Australia,
Belgium, Brazil, China, among others.


FONTAINEBLEAU LAS VEGAS: Moody's Junks Rating on $675 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1, LGD5, 89% rating to the
$675 million, 8-year second mortgage notes to be issued by
Fontainebleau Las Vegas Holdings, LLC and its co-issuer
Fontainebleau Las Vegas Capital Corp.

Moody's also affirmed FLVH's B2 Corporate Family Rating. Proceeds
of the second mortgage notes together with $1.85 billion of senior
secured bank facilities and equity contributions will be used to
construct the Fontainebleau Las Vegas resort on the north end of
the Las Vegas Strip. The total cost to design, construct and open
the resort is approximately $2.9 billion, excluding development of
the retail component that is being financed separately.

The second mortgage notes (the Notes) will be guaranteed by:

   -- Fontainebleau Resorts, LLC, (FLVH's indirect parent),

   -- Fontainebleau Resort Properties I, LLC (FLVH's direct
      parent),

   -- Fontainebleau Las Vegas, LLC and

   -- Fontainebleau Las Vegas II, LLC (Restricted Subsidiaries
      of FLVH).

The Notes will be secured by:

   -- a first lien on the net proceeds of the offering;

   -- a second lien on existing and future assets, excluding the
      pledge of equity interests in the Restricted Subsidiaries
      directly owned by FLVH; and

   -- gaming licenses and other assets in which the grant of a
      security interest is restricted by law.

The Notes are structurally and contractually subordinated to the
$1.850 billion credit facilities. Intercreditor agreements will
impose restrictions on payments and limit the ability of holders
of the Notes to exercise rights and remedies against the
collateral. The second mortgage notes are rated two notches below
FLVH's B2 CFR reflecting the significant level of debt that is
senior to the Notes as measured by the application of Moody's Loss
Given Default Methodology.

The rating is subject to receipt and review of final terms and
documentation, a minimum cash contribution of $370 million from
FLVH's indirect parent, issuance of all guarantees, as well as
issuance of a completion guarantee from Turnberry Residential
Limited Partner, L.P.

The affirmation of FLVH's ratings reflect significant construction
and ramp-up risk, single asset and market concentration risk,
reliance on the sale of condo-hotel units to reduce debt to a
manageable level post construction, and a modest cash equity base.
Additional risks include, shared construction costs with the
retail component, growing supply of luxury resorts on the Las
Vegas Strip, the parent company's simultaneous pursuit of a
development in Miami, and the project's location in an evolving
area of the Las Vegas strip. Assuming condo-hotel units are sold
over a 33 month period ending in the third quarter of 2010 at
around $1,300 per square foot and the resort achieves its first
year target return level, Moody's estimates debt/EBITDA of
approximately 6.0x and 4.7x in 2010 and 2011, respectively.
Pursuant to Moody's Global Gaming Methodology, the ratings are
supported by the project's size, location in a low regulatory risk
jurisdiction, and successful development history of the principal
sponsor that are offset by above average leverage, low interest
coverage and construction risk. The ratings consider Turnberry's
significant construction and development experience, successful
track record of the management team, solid liquidity, as well as
the reasonability of management's projections that take into
account the time necessary for a project of this scale to grow
into its sustainable margin profile. Additionally, the ratings are
supported by Las Vegas' position as a primary destination resort
and its growth as one of the largest entertainment markets and
most popular trade show destinations in the U.S.

The stable ratings outlook anticipates that FLVH and FLV will
resolve reported material weaknesses over internal controls, the
project will be up and running by the expected completion date,
the condo-hotel units will be sold as projected, and the resort
will generate a sufficient return to meet debt service
requirements. The critical inflection points for the credit are
project completion on time, on budget and the sale and closing of
the condo-hotel units by year-end 2010 to reduce peak funded debt
to a serviceable level. Ratings could be lowered if the project
runs into material construction delays, cost overruns not covered
by the budget contingency, if the condo-hotel units sell more
slowly or at lower price points, or the project does not ramp up
as expected. Unless the project exceeds its projected returns,
upward rating momentum is not likely until a year or more after
opening.

The last rating action occurred in April 2007 when Moody's
assigned a B2 Corporate Family Rating to Fontainebleau Las Vegas
Holdings, LLC (FLVH) and a B1 rating to the $1.850 billion senior
bank facilities of Fontainebleau Las Vegas, LLC.

Fontainebleau will feature a 3,889 room hotel of which 1,018 will
be luxury condominium-hotel units, a 100,000 square foot casino,
353,000 square feet of convention, meeting and pre-function space,
a spa, 3,200 seat theatre, 291,000 square feet of retail space and
numerous restaurants and bars. The project is expected to be
completed in the fourth quarter of 2009. The project is located on
24.4 acres at the corner of Las Vegas and Riviera Boulevards
between the Sahara and Riviera and across the street from Circus
Circus. The Parent is owned by entities controlled by Jeffery
Soffer, management and third party investors, (collectively, the
Sponsors). Mr. Soffer is a principal in Turnberry, a large
successful real estate development and property management
company.


FORD MOTOR: Founding Family Members Denies Talks to Sell Stake
--------------------------------------------------------------
Ford Motor Co.'s founding family members denied the report that it
was discussing the sale of its controlling stake in the automaker,
Poornima Gupta of Reuters says.

"The Ford family is not discussing the sale of its holdings in
Ford Motor Company.  Statements attributable to unnamed sources
are untrue," Reuters cited David Hempstead, the family's attorney,
as saying.

An unnamed source told Reuters Monday that the Ford family met
with representatives of an investment bank last month, but had not
retained any firm to advise it on its controlling stake in the
automaker.

The family owns 71 million Class B shares and controls almost 40
percent of the voting power in the company.

                 Moving on With "Way Forward" Plan

Early this month, Ford disclosed that it intends to idle its
Cleveland Casting Plant in 2009, as part of the company's Way
Forward plan to transform its North American automotive business.
In addition, the company said it will defer production at
Cleveland Engine No. 1, beginning in two weeks, for approximately
12 months.

The actions are in line with Ford's commitment to match its
manufacturing capacity with actual customer demand, the company
explained.

Cleveland Casting opened in 1952 and employs 1,100 hourly and 118
salaried workers.  It produces cast-iron components for engines
for Ford F-Series Super Duty trucks, Ford E-Series vans and Ford
Expedition and Lincoln Navigator SUVs.

Production activities at Cleveland Engine No. 1 are being deferred
for approximately one year to capitalize on production
efficiencies at Ford's Lima Engine Plant, in Ohio, where the
company now can produce all its Duratec 3.5-liter engines for the
Ford Taurus passenger car and Taurus X crossover, as well as other
models.

Previously, Cleveland Engine No. 1 produced the Duratec 3.0-liter
engine for prior models of the Ford Five Hundred passenger car and
Freestyle crossover.  If demand warrants, Ford said, production
activities at Cleveland Engine No. 1 could resume earlier than the
planned 12 months.

Opened in 1951, Cleveland Engine Plant No. 1 currently employs 530
hourly and 47 salaried workers.  When it returns to production,
the plant is slated to produce the Duratec 3.5-liter engine and a
variant for the Lincoln MKZ passenger car, Lincoln MKX crossover,
Ford Taurus, Ford Taurus X, Ford Edge crossover and Mercury Sable
passenger car.  In addition, the plant will produce engines for
two all-new vehicles, the Lincoln MKS passenger car and Ford Flex
crossover.

                      April 2007 U.S. Sales

Ford's April U.S. sales totaled 228,623, down 13% compared with a
year ago, the company said in a regulatory filing with the
Securities and Exchange Commission.

"With April behind us, we remain focused on getting the word out
about the strength of our new products, and our marketing
offensive is moving into high gear," said Mark Fields, Ford's
President of The Americas.  "Customers are responding very
positively to our new 'Ford Challenge' ads that pit Ford vehicles
against the best of the competition, so we're accelerating our
plans."

Currently, Ford said it began airing two new F-Series truck ads
starring Mike Rowe, creator and star of the Discovery Channel's
hit show "Dirty Jobs."  The ads demonstrate the clear advantages
of Ford Tough trucks in safety, strength and capability.

Ford's internal data show that the Ford Challenge campaign has
generated a strong response in product favorability, purchase
consideration and sales.  Following the start of the successful
"Fusion Challenge" ads in January, the Ford Fusion posted double-
digit sales increases throughout the first quarter.

                       About Ford Motor Co.

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

                          *     *     *

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

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

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


FORD MOTOR: High Court Wants Lower Courts to Go Over $82.6MM Award
------------------------------------------------------------------
The Supreme Court directed lower courts to review an $82.6 million
California court judgment against Ford Motor Co. relating to a
sport utility vehicle rollover accident, Mark H. Anderson of The
Wall Street Journal reports.

The justices, WSJ says, want the judgment reconsidered in light of
Supreme Court precedent from its recent Philip Morris punitive
damages ruling, which said punitive damages cannot be used to
punish companies for harm to parties not involved in the lawsuit.

The judgment dates back to January 2002 when Benetta Buell-Wilson,
while driving a Ford Explorer, got seriously injured after the
vehicle flipped over 4-1/2 times, Greg Stohr of Bloomberg News
relates.

Subsequently, Ms. Buell-Wilson sued the company contending that
the vehicle's design was prone to rollover accidents.

Ms. Buell-Wilson got an initial $357 million judgment but was
eventually reduced to $27.6 million in actual damages and
$55 million in punitive damages.

Ford appealed the judgment to the Supreme Court arguing that the
arbitrary imposition of punitive damages based on "vague and
subjective standards is the root cause of the flood of huge
verdicts."

                       About Ford Motor Co.

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

                          *     *     *

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

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

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


FORD MOTOR: Finance Arm Sells $1.5 Billion Debt, Reuters Says
-------------------------------------------------------------
Ford Motor Co.'s finance arm, Ford Motor Credit, sold Tuesday
$1.5 billion in a two-part debt sale, Reuters reports, citing
market sources.

According to Reuters, the offering was expected to include
$1 billion five-year notes yielding about 7.8 percent to
7.875 percent and $500 million in a reopening of an existing
five-year floating rate note with a coupon rate of about 275 to
280 basis points over the London interbank offered rate.

Citigroup Global Markets Inc., J.P. Morgan and Lehman Brothers
Inc. are the joint lead managers for the sale, the sources said.

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

                          *     *     *

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

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

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


FRIENDLY ICE CREAM: April 1 Balance Sheet Upside-Down by $132 Mil.
------------------------------------------------------------------
Friendly Ice Cream Corporation reported a $6.0 million net loss
for the first quarter of 2007 compared to a net loss of
$1.8 million, for the first quarter of 2006.  The net loss in the
first quarter of 2006 included $2.6 million, in net income from
discontinued operations.

Total revenues were $122.6 million compared to total revenues of
$125.7 million for the prior year.  Comparable restaurant sales
decreased 4.1% for company-operated restaurants and 4.6% for
franchised restaurants.

At April 1, 2007, the company 's balance sheet showed total assets
of $212,906,000 and total liabilities of $345,726,000 resulting in
a stockholders' deficit of $132,820,000.  Stockholders' deficit at
Dec. 31, 2006 was $126,896,000.

The company's balance sheet further showed working capital deficit
with total current assets of $54,742,000 and total current
liabilities of $66,736,000.

George M. Condos, President and Chief Executive Officer, said,
"Since joining the Company in January 2007, I have visited a
number of restaurants and have spoken to employees, franchisees
and guests.  My observations from these visits have resulted in
the development of numerous initiatives to re-energize the
Friendly's brand by improving the quality of our menu and guest
experience and by creating a more contemporary environment within
our restaurants.  Beginning this month, we will introduce the
first of these initiatives which includes a new line of cold
beverages and a new service program to enhance our guest
experience."

A full-text copy of the company's financial results on Form 10-Q
is available for free at http://ResearchArchives.com/t/s?1f25

Friendly Ice Cream Corporation -- http://www.friendlys.com/--
(AMEX: FRN) is a vertically integrated restaurant company serving
signature sandwiches, entrees and ice cream desserts in a
friendly, family environment in 515 company and franchised
restaurants throughout the Northeast United States.  The company
also manufactures ice cream, which is distributed through more
than 4,000 supermarkets and other retail locations.  With a 72-
year operating history, Friendly's enjoys strong brand recognition
and is currently remodeling its restaurants and introducing new
products to grow its customer base.


GATEHOUSE MEDIA: Units Amend $960 Million Credit Facility
---------------------------------------------------------
GateHouse Media Inc.'s subsidiaries, GateHouse Media Holdco Inc.
and GateHouse Media Operating Inc., on May 7, 2007, entered into
an amendment to the existing $960.0 million amended and restated
credit agreement, dated February 27, 2007

The credit agreement was entered into with the several lenders,
Wachovia Capital Markets, LLC, Goldman Sachs Credit Partners L.P.,
General Electric Capital Corporation and Morgan Stanley Senior
Funding, Inc. as joint lead arrangers, Goldman Sachs Credit
Partners, L.P., as syndication agent, and Morgan Stanley Senior
Funding, Inc. and BMO Capital Markets Financing, Inc., as co-
documentation agents, and Wachovia Bank, National Association, as
administrative agent.

The First Amendment provides an incremental term loan facility in
the amount of $275.0 million and increases the size of the Amended
and Restated Credit Agreement, including the incremental term loan
facility, the existing term loan facility and the existing
revolving credit facility, to $1.235 billion.  The incremental
term loan facility amortizes at the same rate and matures on the
same date as the existing term loan facility.

Interest on the incremental term loan facility accrues at a rate
per annum equal to, at the option of Operating, (a) adjusted LIBOR
plus a margin equal to (i) 2.00%, if the corporate family ratings
and corporate credit ratings of Operating by Moody's Investors
Services, Inc. and Standard and Poor's Ratings Services, a
division of the McGraw Hill Companies, Inc., are at least B1 and
B+ respectively, in each case with stable outlook or (ii) 2.25%,
otherwise, or (b) the greater of the prime rate set by Wachovia
Bank, National Association, or the federal funds effective rate
plus 0.50%, plus a margin 1.00% lower than that applicable to
adjusted LIBOR-based loans.

The proceeds of the incremental term loan facility were used to
fund a portion of the purchase price for the recently-completed
acquisition of four daily newspapers from Gannett Co., Inc. by the
company.

The First Amendment also modified the interest rates applicable to
the existing term loan facility.  Loans now accrue interest at a
rate per annum equal to, at the option of Operating, (a) adjusted
LIBOR plus a margin equal to 2.00% or (b) the greater of the prime
rate set by Wachovia Bank, National Association, or the federal
funds effective rate plus 0.50%, plus a margin equal to 1.00%.

A full-text copy of the First Amendment is available for free at:

             http://ResearchArchives.com/t/s?1f26

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

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Moody's placed these ratings of GateHouse Media under review for
possible downgrade: the $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.


GERDAU AMERISTEEL: Good Performance Cues S&P to Lift Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Tampa, Florida-based Gerdau Ameristeel Corp. to 'BB+'
from 'BB' and removed all ratings from CreditWatch, where they
were placed with positive implications on Jan. 17, 2007.

At the same time, S&P raised its rating on the company's senior
unsecured debt to 'BB+' from 'BB'.  The outlook is stable

"The upgrade reflects Ameristeel's solid financial performance,
improved balance sheet, and significant market position in long
steel products, demand for which has been particularly strong
during the current industry cycle," said Standard & Poor's credit
analyst Marie Shmurak.  "Benefiting from favorable steel market
conditions, Ameristeel has experienced strong profitability and
healthy cash flows that have allowed it to finance growth,
modernization, and efficiency initiatives while reducing debt.
Ameristeel's improved cash flow and moderate debt levels should
enable the company to maintain credit measures indicative of its
rating throughout the steel business cycle."

Gerdau Ameristeel is the second-largest minimill steel producer in
North America.

"We expect Gerdau Ameristeel to continue to realize strong results
for the near term.  However, we remain concerned about the longer-
term implications for the domestic steel industry from expanded
global steel capacity, coupled with the industry's increased cost
base, which we view as more permanent in nature," Ms. Shmaruk
said.  "We are unlikely to revise the outlook to positive, unless
the company can continue to expand its operations or product mix
to enhance its business profile or communicate a much more
conservative financial policy to weather the intense cycles of the
industry.  We could revise the outlook to negative if steel prices
declined because of a recession or flood of imported steel or if a
prolonged strike at its facilities significantly impaired
production."

Gerdau Ameristeel -- http://www.gerdauameristeel.com/-- (NYSE:
GNA; TSX:GNA.TO) is the second largest minimill steel producer in
North America with annual manufacturing capacity of over 9 million
tons of mill finished steel products.  Through its vertically
integrated network of 17 minimills (including one 50%-owned joint
venture minimill), 17 scrap recycling facilities and 51 downstream
operations (including seven joint venture fabrication facilities),
Gerdau Ameristeel serves customers throughout North America.  The
company's products are generally sold to steel service centers,
to steel fabricators, or directly to original equipment
manufacturers for use in a variety of industries, including
construction, automotive, mining, cellular and electrical
transmission, metal building manufacturing and equipment
manufacturing.  The company is a subsidiary of Brazil's Gerdau SA.


GOLDEN NUGGET: Gets Consent on 8.75% Senior Secured Notes Offering
------------------------------------------------------------------
Golden Nugget Inc. has received the requisite consents from
note holders to amend the indenture, in connection with the cash
tender offer and consent solicitation for its outstanding 8.75%
Senior Secured Notes due 2011.  Golden Nugget has determined the
consideration to be paid for the Notes in the tender offer.

As of 5:00 p.m., New York City time, on May 14, 2007, tenders and
consents had been received with respect to $149.5 million
aggregate principal amount of the Notes.  The consent of holders
of at least a majority of the aggregate principal amount of the
outstanding Notes was required to amend the indenture.

Accordingly, Golden Nugget has executed a supplemental indenture
with HSBC Bank USA, National Association, as Trustee, effectuating
the proposed amendments to the Indenture, as described in the
Offer to Purchase and Consent Solicitation Statement dated
May 1, 2007.  The Notes tendered may no longer be withdrawn and
consents delivered may no longer be revoked.

The total consideration, excluding accrued and unpaid interest,
for each $1,000 principal amount of Notes validly tendered on or
prior to the Consent Payment Deadline is $1,058.71, including a
$30 consent payment.  The total consideration was determined using
a yield equal to a fixed spread of 50 basis points plus the bid
side yield to maturity of the 4.25% U.S. Treasury Note due
Nov. 30, 2007, which yield was determined as of 2:00 p.m., New
York City time, on May 14, 2007.  Holders who validly tender their
Notes will receive accrued and unpaid interest from the last
interest payment date to, but not including, the payment date.

The tender offer is scheduled to expire at midnight, New York City
time, on May 29, 2007, unless terminated or extended.  The
supplemental indenture will become operative on the payment date
for the Notes.

Wachovia Securities is acting as exclusive dealer manager and
solicitation agent for the tender offer and the consent
solicitation.  The information agent and tender agent for the
tender offer is D.F. King & Co. Inc.  Questions regarding the
tender offer and consent solicitation may be directed to:

   -- Wachovia Securities Liability Management Group
      Tel: (866) 309-6316 (toll free)
           (704) 715-8341 (call collect)

Requests for copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be directed to:

   -- D.F. King & Co. Inc.
      Tel: (800) 758-5378 (toll free) and
           (212) 269-5550 (collect)

                       About Golden Nugget

Headquartered in Las Vegas, Nevada, Golden Nugget Inc.  --
http://www.goldennugget.com/-- is one of the luxurious resorts in
downtown Las Vegas.  The Golden Nugget offers 1,907 deluxe guest
rooms and suites; a casino featuring slot and video poker
machines, table games, race and sports book and poker room;
restaurants and spa and salon.  In September 2005, Landry's
Restaurants Inc. purchased the Golden Nugget.

                          *     *     *

As reported in the Troubled Company Reporter on March 8, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Landry's Restaurants Inc. and its wholly owned
subsidiary, Golden Nugget Inc.  Ratings for both entities were
removed from CreditWatch with negative implications, where they
were placed on Jan. 16, 2007.


GOODYEAR TIRE: S&P Puts B- Certificate Ratings Under Pos. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' ratings on the
class A-1 and A-2 certificates from the $46 million Corporate
Backed Trust Certificates Goodyear Tire & Rubber Note-Backed
Series 2001-34 Trust on CreditWatch with positive implications.

The rating action follows the May 10, 2007 placement of the rating
on the underlying securities, the 7% notes due March 15, 2028,
issued by Goodyear Tire & Rubber Co., on CreditWatch with positive
implications.

Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust is a pass-through transaction, and its
ratings are based solely on the rating assigned to the underlying
collateral, Goodyear Tire & Rubber Co.'s 7% notes due March 15,
2028.

The Goodyear Tire & Rubber Company -- http://www.goodyear.com/--
(NYSE:GT) is one of the world's largest tire companies.  The
company manufactures tires, engineered rubber products and
chemicals in more than 90 facilities in 28 countries around the
world.  Goodyear employs more than 75,000 people worldwide.

Goodyear's locations include, but not limited to, the U.S.,
Australia, China, Korea, Austria, France, Germany, Italy, Russia,
Spain, United Kingdom, Argentina, Brazil, Chile, Colombia,
Jamaica, Mexico, and Peru.


GSMPS MORTGAGE: Moody's Junks Rating on Class B-2 Trust Certs.
--------------------------------------------------------------
Moody's Investors Service has downgraded three subordinate
certificates from the GSMPS Mortgage Loan Trust 2005-LT1
securitization.

The transaction consists of the securitization of FHA insured and
VA guaranteed nonperforming loans virtually all of which were
repurchased from GNMA pools.  The insurance covers a large percent
of any losses incurred as a result of borrower defaults.  However,
recent losses have significantly eroded credit protection and as a
result the current levels of enhancement are too low to support
existing ratings.

Complete rating action is:

* GSMPS Mortgage Loan Trust

   -- GSMPS Mortgage Loan Trust 2005-LT1, Class B1,
      downgraded to Baa3, previously Baa2;

   -- GSMPS Mortgage Loan Trust 2005-LT1, Class B2,
      downgraded to Caa1, previously B1;

   -- GSMPS Mortgage Loan Trust 2005-LT1, Class B3,
      downgraded to Ca, previously Caa3.


GSR MORTGAGE: Moody's Puts Ba2 Rating to Class M-10 Certificates
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by GSR Mortgage Loan Trust 2007-OA1 and
ratings ranging from Aaa to Ba2 to the mezzanine certificates in
the deal.

The securitization is backed by first lien, adjustable-rate,
negative amortization residential mortgage loans acquired by
Goldman Sachs Mortgage Company.  The collateral was originated by
Countrywide Home Loans, Inc., Quicken Loans Inc., Residential
Funding Company, LLC and other originators, none of which
originated more than 10% of the mortgage loans.

The ratings are based primarily on the credit quality of the loans
and on the protection against credit losses provided by
subordination, overcollateralization, and excess interest. The
certificates also benefit from a swap agreement. Moody's expects
collateral losses to range from 1.00% to 1.20%.

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 master servicer.

The complete rating actions are:

* GSR Mortgage Loan Trust 2007-OA1
   Mortgage Pass-Through Certificates, Series 2007-OA1

   -- Class 1A-1, Assigned Aaa
   -- Class 1A-2, Assigned Aaa
   -- Class 2A-1, Assigned Aaa
   -- Class 2A-2, Assigned Aaa
   -- Class 2A-3A, Assigned Aaa
   -- Class 2A-3B, Assigned Aaa
   -- Class 2A-4, Assigned Aaa
   -- Class 2A-M, Assigned Aaa
   -- Class M-1, Assigned Aaa
   -- Class M-2, Assigned Aa1
   -- Class M-3, Assigned Aa1
   -- Class M-4, Assigned Aa2
   -- Class M-5, Assigned Aa3
   -- Class M-6, Assigned A1
   -- Class M-7, Assigned A3
   -- Class M-8, Assigned Baa1
   -- Class M-9, Assigned Baa3
   -- Class M-10, Assigned Ba2


HYDROCHEM INDUSTRIAL: Commences $150 Million Senior Notes Offering
------------------------------------------------------------------
HydroChem Industrial Services Inc. has commenced a consent
solicitation relating to the $150 million principal amount of its
9-1/4% Senior Subordinated Notes due 2013 (CUSIP No. 448850 AC 1)
on the terms and subject to the conditions set forth in its
Consent Solicitation Statement dated May 14, 2007, with:

   -- RBS Greenwich Capital and Credit Suisse are serving as the
      Joint Solicitation Agents for the Consent Solicitation; and

   -- D.F. King & Co. Inc. as the Information Agent.

The consents are solicited from holders of record of the Notes at
5:00 p.m., New York City time, on May 11, 2007.  The Consent
Solicitation will expire at 5:00 p.m., New York City time, on
May 23, 2007, unless extended.

The purpose of the Consent Solicitation is to amend the provisions
in the indenture governing the Notes, to provide that the company
will not be required to make an offer to purchase the Notes in
connection with the acquisition of the company's parent, HydroChem
Holding Inc., by affiliates of Harvest Partners LLC.

If all conditions to the Consent Solicitation are satisfied,
holders of Notes who validly deliver their consents pursuant to
the Consent Solicitation by the Expiration Date, will be paid a
consent fee of $10 for each $1,000 principal amount of Notes.

The company will not be required to pay any consent fees unless
certain conditions have been satisfied, including the receipt by
the company of the consent of holders of at least a majority of
the principal amount of the outstanding Notes, the execution and
delivery of a supplemental indenture and the closing of the
Acquisition.

Any questions or requests for assistance or additional copies of
documents may be directed to the Information Agent toll free at:

   -- D.F. King & Co. Inc.
      Tel: (888) 887-1266
           (212) 269-5550 (banks and brokers call collect)

                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.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Standard & Poor's Ratings Services revised its outlook on
HydroChem Industrial Services Inc. to stable from positive
after the company has agreed to be acquired by the private equity
firm Harvest Partners LLC and its portfolio company Aquilex
Holdings LLC.


IMAX CORP: Bondholder Wants Consent Solicitation Declared Invalid
-----------------------------------------------------------------
IMAX Corporation, on May 10, 2007, was served with a lawsuit filed
in New York Supreme Court, New York County, by a bondholder
seeking, among other things, judgment declaring that the Consent
Solicitation entered by the company was invalid and ineffective
and that the company remains in default under the Indenture.

On April 26, 2007 and May 3, 2007, the company received a
purported notice of default under the indenture governing its
$160 million of 9-5/8% Senior Notes due December 1, 2010 from a
single activist bondholder and the bondholder's custodian.

The Notice relates to alleged defaults for the company's failure
to comply with the reporting covenant and the obligation to
provide compliance certificates arising out of such default.

In April 2007, the company sought waivers of any past default or
event of default arising from its failure to comply with the
financial reporting covenant in the Indenture and consents with
respect to an amendment to the Indenture to provide that any
failure of the company to comply with such reporting covenant
during the period beginning on March 30, 2007 and ending on May
31, 2007 or, at the option of the Company, which would require
payment of additional consent fees to certain holders of Senior
Notes, June 30, 2007 will not constitute a default or be the basis
of an event of default under the Indenture.

On April 16, 2007, the company received consents from holders of
approximately 60% aggregate principal amount of the Senior Notes
and a supplemental indenture for the Senior Notes effecting the
amendment and waiver was executed.

The bondholder had previously and unsuccessfully attempted to
convince the trustee under the Indenture to place the company in
default under the Indenture in March 2007, and unsuccessfully
attempted to organize opposition to the Consent Solicitation.

The Company believes that it is in compliance with the Indenture
and that the claims are meritless.

                         About IMAX Corp.

Headquartered jointly in New York City and Toronto, Canada,
IMAX Corporation -- http://www.imax.com/-- (NASDAQ:IMAX) is one
of the world's leading entertainment technology companies, with
particular emphasis on film and digital imaging technologies
including 3D, post-production and digital projection.  IMAX is a
fully-integrated, out-of-home entertainment enterprise with
activities ranging from the design, leasing, marketing,
maintenance, and operation of IMAX(R) theatre systems to film
development, production, post-production and distribution of
large-format films.  IMAX also designs and manufactures cameras,
projectors and consistently commits significant funding to ongoing
research and development.  IMAX has locations in Guatemala, India,
Italy, among others.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $32,790,000, compared to a deficit of
$23,043,000 at Dec. 31, 2005.


INTERNATIONAL EXECUTIVE: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: International Executive Enterprises
        2901 West Beverly Boulevard, Suite 204
        Montebello, CA 90640

Bankruptcy Case No.: 07-13881

Chapter 11 Petition Date: May 14, 2007

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Louis J. Esbin, Esq.
                  27201 Tourney Road, Suite 122
                  Valencia, CA 91355-1804
                  Tel: (661) 254-5050
                  Fax: (661) 254-5252

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

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


IVACO INC: Deadline to File Proofs of Claim is June 8
-----------------------------------------------------
The Superior Court of Justice of Ontario set, until 5:00 p.m.
E.S.T., on June 8, 2007, the claims bar date wherein creditors of
Ivaco Inc. and its debtor-affiliates can file proofs of claim
against the Debtors.

Any person who believes that it has a claim against any of the
Debtor and its affiliates that arose on or after June 18, 2004, as
a result of the restructuring, termination of any contract, lease,
and employment or collective agreements, should send a proof of
claim to the Court-approved Monitor:

      Ernst & Young Inc.
      Tel: (866) 259-1420
      Fax: (416) 943-3300
      http://www.ey.com/ca/ivaco/

                         About Ivaco Inc.

Ivaco Inc. -- http://www.ivaco.com/-- is a Canadian corporation
and is a leading North American producer of steel, fabricated
steel products and precision machined components.  Ivaco's modern
steel operations include Canada's largest rod mill, which has a
rated production capacity of 900,000 tons of wire rods per annum.
In addition, its fabricated steel products operations have a rated
production capacity in the area of 350,000 tons per annum of wire,
wire products and processed rod, and over 175,000 tons per annum
of fastener products.

The company filed for protection pursuant to the Companies'
Creditors Arrangement Act on Sept. 16, 2003, and sold
substantially all of their operating businesses were sold (with
the exception of Docap (1985) Corp.) in a Court-approved sale
which was completed in December 2004.  Pursuant to the sale
agreements, Ivaco will also be required to take steps to change
its name to avoid any confusion with the continuing business being
operated by the purchaser.  The sale proceeds were not sufficient
to pay the claims of creditors in full and there can be no
expectation of any distribution to Ivaco shareholders.


JAG MEDIA: Extends Merger Termination Date to May 18
----------------------------------------------------
JAG Media Holdings entered into a Fifth Amendment of its Agreement
and Plan of Merger with Cryptometrics, Inc., and Cryptometrics
Acquisition, Inc.

Under the Fifth Amendment, the termination date under the Merger
Agreement is extended to May 18, 2007.

                       Cryptometrics Merger

The company, on Dec. 27, 2005, disclosed that it entered into a
merger agreement and plan of merger pursuant to which its wholly-
owned and newly created subsidiary, Cryptometrics Acquisition,
will, subject to the terms and conditions of the merger agreement,
merge into Cryptometrics.  Upon consummation of the merger,
Cryptometrics will continue as the surviving corporation and
become a wholly owned subsidiary of JAG Media.

                         About JAG Media

Headquartered in Boca Raton, Florida, JAG Media Holdings, Inc.,
provides Internet-based equities research and financial
information that offers its subscribers a variety of stock market
research, news, commentary and analysis, including "JAG Notes",
the company's flagship early morning consolidated research
product.  Through the company's wholly owned subsidiary TComm (UK)
Limited, the company also provides various video streaming
software solutions for organizations and individuals.  The
Company's Web sites are located at http://www.jagnotes.com/and
http://www.tcomm.co.uk/and http://www.tcomm.tv/

At Jan. 31, 2007, the company's balance sheet showed $173,525 in
total assets and $7,667,766 in total liabilities resulting in a
stockholders' deficit of $7,494,245.


KANSAS CITY SOUTHERN: Moody's Rates Proposed Bond Issue at B2
-------------------------------------------------------------
Moody's Investors Service raised the corporate family and senior
unsecured ratings of Kansas City Southern de Mexico S.A. de C.V.'s
(fka TFM, S.A. de C.V.) to B2, and assigned a B2 rating to the
proposed issue of senior unsecured notes due 2014 ("2014 Notes").

In a related action, Moody's assigned a Ba2 LGD2 (22%) rating to a
new secured Term Loan C at The Kansas City Southern Railway
Company.  Ratings of all other debt issued by KCSR or the parent
company, Kansas City Southern are affirmed.  The rating outlook
remains stable for all issuers.

"KCSM's debt ratings were upgraded to reflect management's
substantive progress in operating KCSM and KCSR as one long-haul
railroad emphasizing cross-border activity, as well as better
financial flexibility from lower coupon debt and a larger
revolving credit facility with a longer maturity," according to
Bob Jankowitz, Senior Vice President at Moody's Investors Service.

Metrics for KCSM, including EBIT to Interest (to 1.7x) and
Retained Cash Flow to Debt (to 16%), improved sharply over the
past year to levels consistent with other issuers in the B2 rating
category. Financial management improved markedly, as KCSM filed
its financial statements on-time and without reports of control
weakness. Management continues to add flexibility to the financial
profile by refinancing high coupon debt and extending debt
maturities, and has been focused on managing cash efficiently as
well as proposing to extend its KCSM revolver.

Recent financial results reflect those efforts with approximately
a 200 basis point year over year improvement in the consolidated
operating ratio to a now more competitive level of 82.4% for the
first quarter of 2007. A consolidated operating ratio approaching
80% for the full year 2007 (lower is better) is a reasonable
expectation, provided yields hold up. Carload volume improved over
the course of last year and has held up somewhat better during the
recent slowdown in demand than most of the larger railroads, and
the improvement in service metrics of system velocity and terminal
dwell time have been among the leaders, albeit from weak levels.

KCSM's debt level will not change with the 2014 Notes as the
proceeds will pay for the 12.5% Notes due 2012 being called.
Moody's will withdraw the rating on the 12.5% Notes once the call
is exercised. Moody's notes that KCSM's new 2014 Notes will not be
guaranteed by either KCSR (the US railroad) or KCS (the ultimate
parent). Similarly, the KCSR debt is not guaranteed by KCSM.
Because of the lack of cross guarantees or cross default
provisions in the debt instruments of KCSR and KCSM, Moody's rates
the debt of each issuer separately.

The stable outlook reflects the expectation of further near-term
improvement in debt to EBITDA and EBIT to Interest metrics, as
well as improving liquidity for the group. The outlook also
reflects better control of costs, and sufficient service
improvements to expect moderate increases in yield, which should
improve profitability. Finally, the stable outlook reflects the
low level of tangible assets at KCSM in relation to outstanding
debt. Nonetheless, considerable capital investment at both the
Mexican and US operations over the next several years will serve
to limit free cash flow and any material debt paydown. Ratings
could be raised with consistently positive free cash flow at both
KCSM and KCSR, with a sustainable consolidated Operating Ratio
below 80% and debt to EBITDA (using Moody's standard adjustments)
below 4.5x at KCSM and KCSR. The ratings could be pressured down
following any unexpected shock to the rail system in either the
U.S. or in Mexico, or loss of fluidity determined by a significant
decline in velocity to below 20 mph, EBIT to interest expense of
below 1.3x, or sustained negative free cash flow at KCSM.

Ratings affirmed

* Kansas City Southern

   -- Multiple Seniority Shelf, LGD Assessment revised to
      71 - LGD5 from 69 - LGD4

* Kansas City Southern Railway Company (The)

   -- Multiple Seniority Shelf, LGD Assessment revised to 71 -
      LGD5 from 69 - LGD4

   -- Senior Secured Bank Credit Facility, LGD Assessment
      revised to 22 - LGD2 from 21 - LGD2

   -- Senior Unsecured Regular Bond/Debenture, LGD Assessment
      revised to 71 - LGD5 from 69 - LGD4

* Kansas City Southern

   -- Preferred Stock Preferred Stock, LGD Assessment revised to
      99 - LGD6 from 100- LGD6

Rating Upgraded:

* Kansas City Southern de Mexico, S.A. de C.V.

   -- Corporate Family Rating, Upgraded to B2 from B3

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2
      from B3

Assignments:

* Kansas City Southern Railway Company (The)

   -- Senior Secured Bank Credit Facility, Assigned a range of
      22 - LGD2 to Ba2

* Kansas City Southern de Mexico, S.A. de C.V.

   -- Senior Unsecured Regular Bond/Debenture, Assigned B2

Kansas City Southern de Mexico, S.A. de C.V. owns the concession
to operate Mexico's northeast railway.  The Kansas City Southern
Railway Company operates a Class I railroad in the south central
U.S. Both Kansas City Southern de Mexico, S.A. de C.V. and The
Kansas City Southern Railway are owned by Kansas City Southern.


KATONAH X: S&P Rates $20 Million Class E Notes at BB
----------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Katonah X CLO Ltd./Katonah X CLO Corp.'s $462.5 million
floating-rate notes due 2020.

The preliminary ratings are based on information as of May 14,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    -- The credit enhancement provided through the subordination
       of cash flows to the respective classes;

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

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

                    Preliminary Ratings Assigned

                Katonah X CLO Ltd./Katonah X CLO Corp.

        Class                     Rating          Amount
        -----                     ------        ------------
        A-1a                      AAA            $94,000,000
        A-1b                      AAA            $23,500,000
        A-2a                      AAA            $50,000,000
        A-2b                      AAA           $187,500,000
        B                         AA             $40,000,000
        C                         A              $25,000,000
        D                         BBB            $22,500,000
        E                         BB             $20,000,000
        Subordinated notes        NR             $37,500,000

                          NR - Not rated.


LEAR CORP: Moody's Confirms Low-B Ratings on AREP Merger
--------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to AREP Car Acquisition Corp., the corporate entity that
will be established to affect the consummation of the proposed
acquisition and subsequent merger of Lear Corporation into a
subsidiary of American Real Estate Partners, L.P.

At the same time, the rating agency confirmed Lear's existing
ratings consisting of:

   -- a B2 corporate family rating,
   -- B3 senior unsecured notes, and
   -- B2 secured bank term loan.

The rating outlooks for, and revised Lear and Lear Newco's outlook
to, are stable from ratings under review for possible downgrade.

Lear Newco's B2 rating considers the substantial leverage deployed
in its prospective capital structure, adequate interest coverage
and modest expectations for free cash flow. Furthermore, the
ratings incorporate the ongoing strengths, and accompanying risk
elements, in the underlying operating business of Lear, which is a
global leader in automotive seating and electrical distribution
systems.  Moody's assigned B2 ratings to Lear Newco's $3.6 billion
of secured bank credit facilities, and a Speculative Grade
Liquidity rating of SGL-2, and a stable outlook.

As Lear's shareholders have yet to vote on the acquisition
proposal from AREP, an affiliate of Mr. Carl C. Icahn, Moody's
will maintain separate ratings on Lear and ratings on Lear Newco
on an interim basis.  Should the merger and related financing be
completed as currently structured, which is expected towards the
end of the second quarter, ratings on Lear would be withdrawn.
Although Lear would be the surviving corporation, it would be
under different ownership and have a new board of directors and a
different capital structure.  In time, Lear Newco will be re-named
Lear Corporation.

The acquisition is valued at roughly $5 billion net of cash on
hand.  AREP will invest some $1.3 billion in equity and arrange a
$2.6 billion secured bank term loan with a maturity in 2014 and a
$1.0 billion secured revolving credit facility with a maturity in
2012, which is expected to be un-drawn at closing.  Approximately
$1.3 billion of existing unsecured Lear notes and some $89 million
of other Lear debt would remain outstanding as obligations of Lear
Newco.

"Although the acquisition will involve considerable financial
leverage and interest burden, Lear's global scale, market share,
and anticipated progress in diversifying its customer base and
restoring its operating margins establish a financial profile that
remains consistent with the B2 rating category," said Ed Wiest,
Vice President & Senior Analyst at Moody's.

The leveraging effect of the acquisition of Lear is viewed as a
negative credit event by Moody's.  Yet, because of the progress
that the company has made in recent months to improve its
operating performance, pro forma financial metrics for the
acquisition are expected to remain at levels consistent with the
B2 Corporate Family Rating.  In particular, Moody's noted that
Lear has completed the divestiture of its North American interior
business which had substantially negative EBITDA in 2006 and was a
factor in the company's negative free cash flow over the past few
years.  Effectively, the elimination of this loss making unit was
a de-leveraging event for Lear.  Although Lear maintains a
minority interest in the business, it will no longer be burdened
by the large cash losses.  Under certain contingencies, however,
Lear may be called upon to contribute up to an additional $40
million to the venture.  Despite lower production volumes at its
principal North American customers, Lear reported results above
expectations in the first quarter of 2007.  Positive contributions
from its operations outside of North America, the roll-out of new
business awards, and savings from its restructuring actions offset
weakness on key platforms in its largest market.  The company
raised guidance on its core operating earnings for 2007.
Consequently, Moody's confirmed existing Lear ratings and restored
a stable outlook.

Lear Newco's Corporate Family Rating of B2 considers its leveraged
capital structure, margins which have been under stress from lower
North American vehicle production and elevated raw material costs,
and limited free cash flow anticipated over the intermediate term.
The rating incorporates favorable attributes of substantial scale,
strong global market share, resultant operating efficiencies, and
a good liquidity profile.  It further reflects increasing customer
and geographic diversification and a footprint that enables
participation in growth markets outside of mature regions of North
America and Western Europe.  Lear Newco's EBITA margins of under
4%, pro forma debt/EBITDA of around 5.5 times, and EBITA/interest
coverage of 1.3 times, are typical of single B credits.  In
addition, the B2 rating emphasizes current pressures within the
cyclical automotive industry, and, importantly, Lear's ongoing
exposure to General Motors ("GM" with 29% of global revenues in
2006) and Ford Motor Company ("Ford" with 17%).  In part, this
pressure arises from lower volumes in Ford and GM's truck and SUV
models on which Lear historically has had significantly higher
content per vehicle. Over time, new business awards and
restructuring initiatives are expected to grow revenues, enhance
customer diversification, and contribute to healthier margins.

Lear Newco's stable outlook flows from its prospects for modest
free cash flow, solid liquidity, extended debt maturity profile,
and expectations of a gradual improvement in operating margins,
customer and geographic diversification. However, the company
faces a challenging environment in North America, including recent
weak new vehicle sales trends and potential disruption to customer
production should OEM negotiations with the UAW not lead to a
smooth contract renewal in September 2007, and recent weak new
vehicle industry sales. Its performance will continue to be
exposed to commodity costs, trends in North American consumer
interest for light trucks given its current vehicle/platform mix,
and developments in GM's and Ford's North American market shares.

Lear Newco's Speculative Grade Liquidity rating is SGL-2 and
represents good liquidity over its initial year of operations.
The rating is based upon expectations of modest free cash flow, a
$1 billion un-drawn revolving credit facility with material
headroom under applicable financial covenants and a favorable debt
maturity profile.

Moody's confirmed Lear's existing B2 corporate family rating and
revised the outlook to stable from ratings under review for
possible downgrade.  The review was initiated on Feb. 5, 2007 in
response to announcements that Lear's Board of Directors had
accepted a proposal from AREP to be acquired and was focused on
the prospective changes to Lear's credit metrics and capital
structure which a leveraged acquisition implied.

The terms of the acquisition financing have now been assessed as
well as their impact on existing Lear obligations.  In addition,
Lear has completed the divestiture of its North American interior
business and reported its first quarter results.  The interior
unit had substantially negative EBITDA in 2006 and was a factor in
Lear's negative free cash flow over the past few years.
Effectively, its disposition was a de-leveraging event for Lear
although there are certain contingencies in which Lear may have to
contribute up to an additional $40 million.  Despite lower
production volumes at its principal North American customers, Lear
reported results above expectations in the first quarter of 2007.
Positive contributions from its operations outside of North
America, the roll-out of new business awards, and savings from its
restructuring actions offset weakness on key platforms in its
largest market.  The company raised guidance on its core operating
earnings for 2007.  Consequently, Moody's confirmed existing Lear
ratings and restored a stable outlook.

Ratings assigned:

* AREP Car Acquisition Corp.

   -- Corporate Family, B2
   -- Senior Secured Term Loan, B2 (LGD-3, 44%)
   -- Senior Secured Revolving Credit Facility, B2 (LGD-3, 44%)
   -- Outlook, stable
   -- Speculative Grade Liquidity rating, SGL-2

Ratings confirmed:

* Lear Corporation

   -- Corporate Family, B2

   -- Senior Secured Term Loan, B2 (LGD-4, 50%)

   -- Senior Unsecured Notes, B3 (LGD-4, 61%)

   -- Shelf ratings for senior unsecured, subordinated and
      preferred, (P)B3, (P)Caa1(LGD-6, 97%), and (P)Caa1
      (LGD-6, 97%) respectively

   -- Speculative Grade Liquidity rating, SGL-2

Ratings revised:

* Lear Corporation

   -- Outlook stable from ratings under review for
      possible downgrade

Should the acquisition be approved by Lear's shareholders and upon
consummation of the merger, Lear's existing 8.75% notes, 8.5%
notes, and 5.75% notes transition to obligations of Lear Newco as
Lear will be the surviving corporation.  Their ratings would be
unchanged at B3, but their Loss Given Default Assessments would be
LGD-4, 63%.

Indentures for unsecured notes constrain Lear's and its
guaranteeing subsidiaries' ability to grant collateral interests
without ratably securing the notes.  Existing Lear notes maturing
in 2008 and 2009 were issued under indentures which had tighter
lien baskets than Lear's other unsecured notes.  Under those same
indentures, Lear has the option to redeem the notes at any time
under certain conditions.  Lear will be obligated to redeem, or
provide satisfactory notice that it has irrevocably called those
notes (a condition precedent for the acquisition financing).  The
surviving indentures applicable to Lear Newco will generally
provide for a lien basket of 10% of defined consolidated assets
compared to the 5% basket under the indenture for the 2008 and
2009 notes.

The last rating action was on February 5, 2007 at which time
Lear's ratings were placed under review for possible downgrade.

                      About Lear Corporation

Headquartered in Southfield, Michigan, Lear Corporation (NYSE:
LEA) -- http://www.lear.com/-- supplies automotive interior
systems and components.  Lear provides complete seat systems,
electronic products, electrical distribution systems, and other
interior products.  The company has 104,000 employees at 275
locations in 33 countries.

Lear also operates in Argentina, Austria, Belgium, Brazil,
Canada, China, Czech Republic, United Kingdom, France, Germany,
Honduras, Hungary, India, Italy, Japan, Mexico, Morocco,
Netherlands, Philippines, Poland, Portugal, Romania, Russia,
Singapore, Slovakia, South Africa, South Korea, Spain, Sweden,
Thailand, Tunisia, Turkey, and Venezuela.

The company had revenue of $17.6 billion in 2006 and has more than
90,000 employees in 33 countries.  Following the disposition of
its interior business, Lear expects its ongoing revenues in 2007
to approximate $14.8 billion.


LIGHTPOINT CLO: S&P Rates $17 Million Class D Notes at BB
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LightPoint CLO VII Ltd.'s $416.5 million floating-rate
notes due 2021.

The preliminary ratings are based on information as of May 14,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

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

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

    -- The collateral manager's experience; and

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

                  Preliminary Ratings Assigned

                    LightPoint CLO VII Ltd.

         Class                Rating          Amount
         -----                ------          ------
         A-1                  AAA          $335,250,000
         A-2                  AA            $21,250,000
         B                    A             $25,000,000
         C                    BBB           $18,000,000
         D                    BB            $17,000,000
         Subordinated notes   NR            $33,500,000

                           NR - Not rated.


LORUS THERA: Net Loss Slides to CDN$2.1MM in Quarter Ended Feb. 28
------------------------------------------------------------------
Lorus Therapeutics Inc. reported financial results for the three
and nine month periods ending Feb. 28, 2007.

Net loss for the three months ended Feb. 28, 2007, was
CDN$2.1 million compared to a loss of CDN$4.1 million for the same
period last year.

For the nine-month period ended Feb. 28, 2007, the net loss was
CDN$7.9 million compared to CDN$14.9 million for the comparable
period last year.  The decrease in net loss for the three months
ended Feb. 28, 2007 is primarily the result of reductions in:

   a) research and development expenses of CDN$1.6 million;

   b) general and administrative expenses of CDN$76 thousand; and

   c) stock based compensation expense of CDN$295 thousand.

The year to date decrease in net loss is due to a reduction of
$5.7 million in research and development expenses, lower general
and administrative expenses of CDN$576 thousand and lower stock
based compensation expense of CDN$737 thousand.

Cash used in operating activities before changes in non-cash
working capital was CDN$1.3 million for the three-month period
ended Feb. 28, 2007 compared to CDN$2.7 million in the same period
last year.

For the nine-month period ended Feb. 28, 2007 cash used in
operating activities before changes in non-cash working capital
totaled CDN$5.1 million compared with CDN$11 million for the nine
months ended Feb. 28, 2006.

At Feb. 28, 2007, the company's balance sheet showed total assets
of CDN$15.98 million, total liabilities of CDN$13.68 million, and
total shareholders' equity of CDN$2.3 million.

                     About Lorus Therapeutics

Based in Toronto, Ontario, Lorus Therapeutics Inc. (TSX:
LOR)(AMEX: LRP) -- http://www.lorusthera.com/-- is a publicly
traded 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.


LYNX 2002-1: S&P Puts BB Rated Class C Notes Under Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B and C notes issued by Lynx 2002-1 Ltd., an arbitrage CDO of ABS
transaction collateralized primarily by CDOs and CMBS, on
CreditWatch with positive implications.

At the same time, the rating on the class A notes was affirmed
based on a financial guarantee insurance policy issued by MBIA
Insurance Corp., while the rating on the class D notes was
affirmed based on the credit enhancement available to support the
notes.

The CreditWatch placements reflect factors that have positively
affected the credit enhancement available to support the rated
notes since the last rating action on Sept. 14, 2006.

Approximately $57.581 million has been paid down on the class A
notes since the last rating action.  As a result, the class B
ratio (for which the numerator includes performing par, the market
value of defaulted assets, and available principal proceeds, and
the denominator consists of the liability note balances of class B
and the tranches senior to it) has improved to a current level of
182.78% from 158.10% at the time of the last rating action.

The same ratio calculated for the class C notes has improved to
114.14% from 109.55% at the time of the last rating action.
Standard & Poor's also noted that the credit quality of the
underlying portfolio has improved.  The current weighted average
rating of the portfolio is 'BB+', compared with 'BB' at the time
of the last rating action.

As part of its analysis, Standard & Poor's will review the results
of the current cash flow runs generated for Lynx 2002-1 Ltd. to
determine the level of future defaults the rated tranches can
withstand under various stressed default timing and interest rate
scenarios while still paying all of the interest and principal due
on the notes.  The results of these cash flow runs will be
compared with the projected default performance of the performing
assets in the collateral pool to determine whether the ratings
assigned to the notes remain consistent with the credit
enhancement available.

             Ratings Placed on Creditwatch Positive

                         Lynx 2002-1 Ltd.

                            Rating
                            ------
            Class    To               From   Current balance
            -----    --               ----   ---------------
            B        AA+/Watch Pos    AA+        $65,000,000
            C        BB/Watch Pos     BB         $97,000,000

                          Ratings Affirmed

                         Lynx 2002-1 Ltd.

                      Class    Rating      Balance
                      -----    ------      -------
                      A        AAA       $96,289,000
                      D        CCC-      $25,685,000

     Industry Exposure*
     ------------------
     CMBS diversified                   56.75%
     CDO                                36.16%
     ABS commercial                      5.32%
     REIT                                1.77%

    * Based on the April 30, 2007, trustee monthly report.


MADISON STREET: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Madison Street, L.L.C.
        72880 Fred Waring Drive C-13
        Palm Desert, CA 92260

Bankruptcy Case No.: 07-12639

Chapter 11 Petition Date: May 14, 2007

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Mark C. Schnitzer, Esq.
                  Reid & Hellyer, A.P.C.
                  P.O. Box 1300
                  Riverside, CA 92502-1300
                  Tel: (951) 682-1771

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
S.S.W.-Plumbing                  plumbing               $38,869
P.O. Box 3160
Palm Springs, CA 92263

Tile Concepts                    materials              $35,481
75101 Sego Lane,
Suite F
Palm Desert, CA 92211

Mayer Roofing                    roofing                $31,993
P.O. Box 462890
Escondido, CA 92046

McKenzie Electric                electrical             $22,094
                                 services

Moreno & Sons Painting           painting               $20,158
                                 services

Rudy Salazer Landscape Design    landscaping            $12,977
                                 services

United Brothers Concrete         concrete               $11,365
                                 services

The Desert Sun                   vendor                 $10,471

Talley Metal                     materials               $8,240

S.S.W.-H.V.A.C.                  services                $7,539

C.N.P. Construction              drywall                 $7,411

Tri-Star                         services                $2,820

Doorway                          finish carpentry        $2,807

Paragon Schmidt                  metal                   $1,904
                                 fireplaces

R2W                              services                $1,300


Empire Specialty                 mirrors and               $816
                                 shower doors

Cedar House                      garage doors              $720

City of Indio                    inspection                $281

Empire Insulation                insulation                $131


MCCALL CITY: Considering Bankruptcy on $6 Million Verdict
---------------------------------------------------------
The city of McCall in Idaho is facing a possible bankruptcy after
the Hon. B. Lynn Winmill of the U.S. District Court for the
District of Idaho ordered the town last month to pay $6 million to
companies involved in the construction of a wastewater treatment
facility, the Associated Press reports.

According to AP, the problem started when the U.S. Environmental
Protection Agency ordered the city to stop dumping treated
wastewater into the Payette River.

                 Wastewater Storage Facility

The city contracted St. Clair Contractors, Inc., to build a
storage facility for the wastewater in 2000 with the Employers
Insurance of Wausau providing the bonding.  In 2001, the city
declared St. Clair in default alleging that the developer didn't
finish the facility pursuant to the terms of the contract.  Wausau
finished the projected and disputed the city's claim that St.
Clair was in default.

AP notes the city then refused to accept the facility and declared
Wausau in default.  Contractors Northwest, Inc., was then hired to
complete the facility and became operational in 2002.

The city decided to hold St. Clair in default in 2001, saying the
facility wasn't complete under terms of the contract. Wausau
completed the project but challenged the city's decision to hold
St. Clair in default.

The city decided to hold Wausau in default of the contract, and
refused to accept the facility. The city then hired Contractors
Northwest, Inc., to complete the facility, and it has been
operating since 2002.

                           Lawsuits

AP discloses that in 2001, Wausau sued both the city and St.
Clair.  St. Clair also filed a suit against the city with the city
filing counterclaims against the two companies.

In 2004, a federal court ordered the city to pay Wausau and St.
Clair a combined $4.95 million.  The city requested for a new
trial which was denied and Judge Winwill awarded Wausau and
additional $985,000 as payment for attorneys' fees and interest.

AP relates that the city appealed to the 9th U.S. Circuit Court of
Appeals but the appeals court affirmed the lower court's decision
in February 2007.


Lawsuits started in 2001, with Wausau suing the city and St.
Clair. St. Clair sued McCall. The city filed counterclaims against
both companies.

In 2004, after a 27-day federal court trial in Boise, the city of
McCall was ordered to pay Wausau and St. Clair a combined $4.95
million.

The city's request for a new trial was denied in March 2005, and
Winmill awarded an additional $985,000 to Wausau for attorneys'
fees and interest.

In April 2005, McCall appealed to the 9th U.S. Circuit Court of
Appeals and lost in February of this year, with the appeals court
affirming the lower court's decision.

                         No Funds to Pay

AP reports that according to McCall mayor Bill Robertson, the city
has only around $600,000 in surplus funds and can't borrow money
since state law declares that it can only loan an amount equal to
the project cost.  Mr. Robertson added that the city can't sell
bonds since it would increase property taxes at a faster rate.

                          Meeting

At a town meeting held Monday night, AP reports that city
officials said that they are considering options from doubling
property taxes to filing for bankruptcy.  Some residents however
want the leaders to be held personally responsible.

AP relates that according to city manager Lindley Kirkpatrick,
city officials do not yet know when a decision on payback plans
would be made.


MGM MIRAGE: Earns $168 Million in First Quarter Ended March 31
--------------------------------------------------------------
MGM Mirage's net revenues for the first quarter 2007 increased to
$1.9 billion from $1.8 billion for the same period in 2006.  The
company's net income also increased to $168.2 million for the
first quarter 2007, from $144 million for the first quarter 2006.

The company's operating income increased 8% to $445 million, which
includes $8 million of profit from closings on the final units of
Tower 2 of the Signature at MGM Grand and $16 million of operating
income from Beau Rivage.  Excluding these items, operating income
increased 2% from prior year with a margin of 23% in both
quarters.

As of March 31, 2007, the company listed total assets of
$22.5 billion and total liabilities of $18.6 billion, resulting in
a total stockholders' equity of $3.9 billion.

The company had a negative working capital of $200.1 million at
March 31, 2007, with total current assets of $1.4 billion and
total current liabilities of $1.6 billion.

Key results from the quarter include:

     -- Non-gaming revenues increased 12%, 10% excluding Beau
        Rivage, validating the company's strategic reinvestment in
        non-gaming amenities;

     -- Las Vegas Strip REVPAR1 increased 9%, which represents the
        15th consecutive quarter of year-over-year REVPAR
        increases for these resorts;

     -- Gaming revenues increased 4% but decreased 6% excluding
        Beau Rivage.  Table games volume, including baccarat,
        decreased 7% excluding Beau Rivage; and

     -- Repurchased 2.5 million shares for $175 million during the
        quarter.

Recent significant developments include:

     -- Signed a definitive agreement with Diaoyutai State
        Guesthouse. The joint venture is initially targeting
        locations for non-gaming luxury hotels in the People's
        Republic of China;

     -- Signed a definitive agreement with Mubadala Development
        company, an investment and development vehicle established
        and wholly owned by the Government of the Emirate of Abu
        Dhabi, U.A.E.;

     -- Announced an increase to the CityCenter construction
        budget to $7.4 billion and announced increased expected
        gross proceeds from sales of residential units - $2.7
        billion, up from $2.5 billion - as a result of the strong
        initial public reception of the residential offerings. The
        current expected net cost of CityCenter is $4.7 billion;

     -- Entered into agreements to acquire 34 acres on the Las
        Vegas Strip adjacent to Circus Circus Las Vegas, which
        together with land already owned creates a 78-acre site
        available for future development;

     -- Completed the sale of the Primm Valley Resorts and expect
        to close the sale of the Laughlin Properties - Colorado
        Belle and Edgewater - during the second quarter; and

     -- Entered into an agreement to invest in The M Resort, an
        80-acre mixed-use development located about ten miles
        south of Bellagio on Las Vegas Blvd.

"We remain focused on executing our vision for the Las Vegas Strip
and expanding our brands globally as evidenced by our recent Las
Vegas Strip land acquisitions and our strategic partnerships with
first-class organizations that share our vision," said Terry
Lanni, MGM MIRAGE's chairman and chief executive officer.  "As
leaders in shaping the future of Las Vegas and expanding markets
world-wide, we and our partners are setting the bar for quality,
design, and long-term sustainable growth."

                        Financial Position

First quarter capital investments totaled $611 million, which
included $300 million for CityCenter, $66 million for the
permanent MGM Grand Detroit hotel and casino, and $40 million of
trailing payments for Beau Rivage rebuilding.  Remaining capital
expenditures included spending of $65 million on room and suite
remodel projects, primarily at Excalibur and Mandalay,
expenditures for corporate aircraft of $55 million, and
$85 million of other routine capital expenditures on various new
and upgraded amenities at the company's resorts.

During the quarter the company received an additional $56 million
of insurance recoveries related to Hurricane Katrina.  These
amounts were not recognized as income pending the final settlement
of the company's insurance claim.

"We continue to generate significant operating cash flow from our
existing resorts and reinvest strategically in those resorts,"
said Jim Murren, MGM MIRAGE president, chief financial officer and
treasurer.  "In addition, we are in the home stretch of
construction in Macau and Detroit and look forward to adding
significantly to our cash flow base when these resorts open in
late 2007.  Along with our significant available bank borrowings
and ready access to the capital markets, our powerful cash flow
generation will allow us to fund a pipeline of development
projects for years to come."

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f1d

                        About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM)
-- http://www.mgmmirage.com/-- owns and operates 23 wholly owned
casino resorts in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois.  MGM Mirage has also announced plans to develop Project
CityCenter, a multi-billion dollar mixed-use urban development
project in the heart of Las Vegas, and has a 50% interest in MGM
Grand Macau, a hotel-casino resort currently under construction in
Macau S.A.R.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Fitch has assigned a rating of 'BB' to the 7.5% $750 million in
senior unsecured notes due 2016 offered by MGM Mirage.

The Rating Outlook is Stable.  The rating reflects MGM's high
quality asset portfolio, strong competitive position, and adequate
liquidity.  Credit concerns include limited diversification, high
leverage for the rating category, and significant capital spending
plans.


MILAGRO ENERGY: Offering Up To $20 Million Common Shares
--------------------------------------------------------
Milagro Energy Inc. has filed a final short form prospectus with
the securities regulatory authorities in the provinces of Alberta,
British Columbia, Manitoba and Ontario, with respect to its
offering of securities.

The prospectus qualifies the distribution of up to 153,846,154
common shares of the company at a price of $0.13 per share on a
"commercially reasonable efforts" basis, for minimum gross
proceeds of $10 million and maximum gross proceeds of $20 million.

Of the Common Shares to be issued, up to 30,000,000 Common Shares
may be sold on a "flow-through" basis under the Canadian Income
Tax Act at a price of $0.15 per Flow-Through Share.  The offering
is subject to a number of conditions, including receiving proceeds
of the offering in the minimum amount of $10 million, receipt of
all necessary regulatory approval, and the completion of the
refinancing of the company's existing bridge credit facility.  The
offering is expected to close on or about May 15, 2007, but in no
event later than May 25, 2007.

Westwind Partners Inc. is acting as exclusive agent for the
offering and has advised the company that, to date, it has
successfully solicited offers in excess of the minimum offering
amount.  For its services in connection with the offering, the
Agent will receive a cash commission and warrants to purchase a
number of common shares equal to 6% of the number of Common Shares
sold in the offering.  Each Agent's warrant will entitle the Agent
to purchase one common share of the company at any time within 24
months from the closing of the offering, at a price of $0.13 per
share.  The company has also granted to the Agent an option to
purchase up to an additional 10% of the number of Common Shares
sold through the offering at $0.13 per Common Share, to cover
over-allotments, if any, and for market stabilization purposes.
The over-allotment option is exercisable, in whole or in part, for
a period of 15 days following the closing date.

If the offering is fully subscribed, assuming that all of the
shares are sold as Common Shares, a total of 178,461,538 new
Common Shares will be issued or issuable through the offering,
representing approximately 300% of the company's current issued
and outstanding common shares.

To Milagro's knowledge, no shareholder currently owns or exercises
control over a number of common shares of Milagro representing
more than 10% of the outstanding common shares of the company and
following the closing of the offering, no shareholder will own or
exercise control over a number of common shares representing more
than 10% of the outstanding common shares of the company.  Jeffrey
Rekunyk, President and Chief Executive Officer, Aaron Lane,
Operations Manager, Peter Graham, director, and Derek Batorowski,
Director, intends to subscribe for approximately 333,333 Flow-
Through Shares, each in case representing 0.6% of the common
shares outstanding before giving effort to the offering and 0.3%
of the common shares outstanding after giving effort to the
minimum offering of $10 million.

The prospectus also qualifies the distribution of $7.5 million
aggregate principal amount of 8.5% secured convertible debentures
due two years from their issue date to the company's principal
lender, Brookfield Bridge Lending Fund Inc.  The convertible
debentures will be convertible at any time prior to their maturity
date into common shares of the company at a conversion price equal
to $0.1495.  The $7.5 million of convertible debentures are being
issued in connection with a refinancing of the corporation's
existing $20.5 million bridge credit facility.  The balance of the
amount outstanding under the Existing Facility will be replaced
by:

   (a) a new non-revolving senior secured facility of up to $12
       million, with interest at a rate of prime plus 1.75%,
       calculated daily and payable monthly, maturing on
       Dec. 31, 2007; and

   (b) the payment of cash from the proceeds of the offering, with
       a portion of additional proceeds to be applied to the
       repayment of the Existing Facility as follows:

     Gross Proceeds from Offering           Repayment Amount
     ----------------------------           ----------------
      $10,000,000 to $11,000,000               $1,000,000
      $11,000,001 to $12,500,000               $1,500,000
      $12,500,001 to $14,000,000               $2,000,000
      $14,000,001 to $16,000,000               $3,000,000
      $16,000,001 to $20,000,000               $4,000,000

Completion of the refinancing of the Existing Facility is subject
to a number of conditions, including the company raising gross
proceeds of a minimum of $10 million through the offering.

The net proceeds of the offering, after paying the Agent's fees
and the expenses of the offering, and repaying a portion of the
debt under the Existing Facility as described above, will be used
by the company for exploration and development on the company's
properties, reduction of working capital deficit and for general
working capital purposes.

The Toronto Stock Exchange has exercised its discretionary power
pursuant to the TSX company Manual to apply certain private
placement rules of the TSX company Manual to the offering.  This
is a result of:

   1) the number of Common Shares and Flow-Through Shares
      exceeding the maximum permitted number of securities
      issuable; and

   2) the price per Common Share and Flow-Through Share exceeding
      the maximum permitted discount, in each case under the
      applicable private placement rules of the TSX company
      Manual.

These rules would generally require shareholder approval of the
offering.  The company has obtained an exemption from the TSX from
the requirement to seek shareholder approval pursuant to Section
604(e) of the TSX company Manual on the basis of its financial
hardship.

A special committee of the Board of Directors of the company,
composed of Derek Batorowski, Peter Graham and John Land, each of
whom is free from any interest in the offering and is unrelated to
any of the parties involved in the offering, recommended the
offering and that, as a result of the deadline to restructure the
Existing Facility by May 25, 2007, the company will make an
application to the TSX for an exemption from the requirement to
seek shareholder approval based on a determination of financial
hardship.  Based on this recommendation, the Board has determined
that the company is currently in serious financial difficulty,
that the offering is designed to improve its financial position
and is reasonable in the circumstances, and has approved the
offering.

Milagro is relying on the financial hardship exemption provided in
Section 604(e) of the TSX company Manual pursuant to the
requirements of that section.  Upon completion of the offering and
the proposed restructuring of the Existing Facility, the company
will no longer be in default under its principal debt facility.
The company feels that the extended term and reduced principal
amount of the New Facility, along with the two-year term of the
convertible debentures, will give the company the necessary
financial flexibility to execute its 2007 drilling program.  The
exchange of a significant portion of the existing credit facility
into the convertible debentures also offers the Fund and the
company a mechanism to exchange much of the company's current debt
into additional common equity in the near term to further
strengthen the financial position of the company.

                       About Milagro Energy

Milagro Energy Inc. (TSX:MIG) -- http://www.milagroenergy.com/--  
is an exploration and production company engaged in the
acquisition, exploration, development and production of oil and
natural gas reserves in western Canada.

                          *     *     *

In the going concern paragraphs of Milagro Energy's financial
statements for the year ended Dec. 31, 2006, the company raised
substantial doubt in its ability to continue as a going concern,
due to its working capital deficit of $3,977,148 at Dec. 31, 2006
and negative cash flows from operations for the 2006 fiscal year.
The company was also in violation of its working capital and
minimum equity covenants with its principal lender.

To address these issues, the company's management has negotiated,
with its principle lender, a restructuring of the company's debt
contingent upon the raising of a minimum $10,000,000 of equity.
The company said that the working capital deficiency could not be
repaid from anticipated cash flows over a reasonable amount of
time, without these remedies.


MORGAN STANLEY: S&P Puts Rating on 2006-8 Class A-4 Notes on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' rating on the
$3 million class A-4 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 on CreditWatch with positive
implications.

The rating action follows the May 10, 2007, placement of the
rating on the referenced obligations issued by The Goodyear Tire &
Rubber Co. on CreditWatch with positive implications.

Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a swap-dependent synthetic transaction that is
weak-linked to the lower of:

    (i) the ratings on the respective reference obligations for
        each class;

   (ii) the long-term rating on the swap counterparty and
        contingent forward counterparty's guarantor, Morgan
        Stanley ('A+'); and

  (iii) the credit quality of the underlying securities, BA Master
        Credit Card Trust II's class A certificates from series
        2001-B due 2013 ('AAA').


MORGAN STANLEY: S&P Puts Low-B Ratings on Three 2007-IQ14 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2007-IQ14's $4.9 billion
commercial mortgage pass-through certificates series 2007-IQ14.

The preliminary ratings are based on information as of May 14,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-1A, A-2,
A-3, A-AB, A-4, A-M, A-J, and B are being offered publicly.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.18x, a beginning
LTV of 122.9%, and an ending LTV of 117.0%.

                     Preliminary Ratings Assigned

              Morgan Stanley Capital I Trust 2007-IQ14

                                                 Recommended
         Class      Rating        Amount        credit support(%)
         -----      ------     ------------     -----------------
         A-1        AAA        $119,100,000           30.000
         A-1A       AAA        $725,166,000           30.000
         A-2        AAA      $1,182,300,000           30.000
         A-3        AAA         $53,800,000           30.000
         A-AB       AAA        $140,800,000           30.000
         A-4        AAA      $1,212,242,000           30.000
         A-M        AAA        $490,487,000           20.000
         A-J        AAA        $392,389,000           12.000
         B          AA+          $8,394,000           11.625
         X-1*       AAA       $2,452,434,543             -
         X-2*       AAA       $2,394,381,500             -
         X-W*       AAA        $,452,434,543             -
         C          AA           $79,704,000          10.000
         D          AA-          $55,179,000           8.875
         E          A+           $12,263,000           8.625
         F          A            $42,917,000           7.750
         G          A-           $42,918,000           6.875
         H          BBB+         $73,573,000           5.375
         J          BBB          $49,049,000           4.375
         K          BBB-         $55,179,000           3.250
         L          BB+          $18,394,000           2.875
         M          BB           $12,262,000           2.625
         N          BB-          $24,524,000           2.125
         O          NR           $12,262,000           1.875
         P          NR           $12,262,000           1.625
         Q          NR           $18,394,000           1.250
         S          NR           $61,311,086             -

                 * Interest-only class with a notional amount.
                               NR -- Not rated.


MUELLER WATER: Proposed Amendments to 10% Sr. Note Offering Okayed
------------------------------------------------------------------
Mueller Water Products Inc. had received requisite consents to
adopt the proposed amendments in connection with the tender offers
and consent solicitations for the 10% Senior Subordinated Notes
due 2012 (CUSIP No. 624755AD6), co-issued by Mueller Group LLC and
Mueller Group Co-Issuer Inc., and its 14 3/4% Senior Discount
Notes due 2014 (CUSIP No. 62475RAC0).

As of 5:00 p.m., New York City time, on May 14, 2007, the company
had received tenders of Notes and deliveries of related consents
from holders of approximately $204.7 million aggregate principal
amount of the Senior Subordinated Notes and $144.7 million
aggregate principal amount of the Senior Discount Notes.  It is
expected that the parties to the indentures, which the Notes were
issued, will shortly enter into supplemental indentures in respect
of the proposed amendments.  The supplemental indentures will
become effective upon their execution and delivery, but the
proposed amendments will only become operative immediately prior
to the acceptance for payment of all Notes that are validly
tendered on or prior to the Consent Payment Deadline.

The tender offers and related consent solicitations are being made
in connection with the refinancing of Mueller Water's existing
credit facility and outstanding notes. The tender offers and
consent solicitations are made upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated May 1, 2007 and the related Consent
and Letter of Transmittal.

Withdrawal rights with respect to Notes tendered and revocation
rights with respect to consents delivered expired on the Consent
Payment Deadline.  The tender offer for each series of Notes will
remain open until midnight, New York City time, Thursday, May 31,
2007, unless extended or earlier terminated by the company.

The tender offer and consent solicitation for each series of Notes
is conditioned on the satisfaction of certain conditions
including, but not limited to, the entry by Mueller Water into
financing arrangements on terms satisfactory to Mueller Water
sufficient to provide the funding necessary to complete the tender
offers and consent solicitations.

The company has retained Banc of America Securities LLC and J.P.
Morgan Securities Inc. to act as the Dealer Managers for the
tender offers and Solicitation Agents for the consent
solicitations.

Questions regarding the tender offers and the consent
solicitations should be directed to:

   -- Banc of America Securities LLC
      Tel: (888) 292-0070 (toll-free)
           (704) 388-9217 (collect), or

   -- J.P. Morgan Securities Inc.
      Tel: (212) 270-3994 (collect)

Requests for documentation may be directed to the Information
Agent:

   -- Global Bondholder Services Corporation
      Tel: (212) 430-3774 (for banks and brokers only), or
           (866) 924-2200 (for all others toll free)

                   About Mueller Water Products

Based in Atlanta, Georgia Mueller Water Products Inc. (NYSE: MWA,
MWA.B) -- http://www.muellerwaterproducts.com/-- is a North
American manufacturer and marketer of infrastructure and flow
control products for use in water distribution networks and
treatment facilities.  Its product portfolio includes engineered
valves, hydrants, pipefittings and ductile iron pipe, which are
used by municipalities, well as the commercial and residential
construction, oil and gas, HVAC and fire protection industries.
The company is comprised of three main operating segments: Mueller
Co., U.S. Pipe and Anvil.  The company employs approximately 7,000
people.


MUELLER WATER: Moody's Rates $1.09 Bil. Credit Facility at Ba3
--------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to various tranches
of Mueller Water Products Inc.'s proposed $1.09 billion senior
secured credit facility and a B3 rating to the company's proposed
$350 million of senior subordinated notes.

Mueller's corporate family rating was affirmed at B1.

At the conclusion of the transaction, ratings for the issues of
Mueller's subsidiary, Mueller Group, LLC will be withdrawn.
Mueller's outlook was changed to positive from stable.

"The assigned ratings and positive outlook are reflective of
Mueller's success at keeping operating margins healthy in spite of
a weak residential housing market as demand remains strong from
repair and replacement and new commercial construction," said
Moody's AVP Analyst, Barry Wadler.

Additional key factors supporting Mueller's ratings are:

   1) its strong market position in North America and existing
      industry barriers to entry;

   2) competitive strength generated from economies of scale;
      and

   3) cost savings being realized through strategic facility
      closings and restructuring.

Also incorporated in the ratings are the company's aggressive
financial profile, increased administrative expense as a result of
becoming a stand-alone company, lower volumes associated with the
weakness in the residential housing market, and higher raw
material costs.

Moody's previous rating action for the company occurred on Sept.
27, 2006.  At that time, upon the introduction of Moody's loss-
given-default methodology, Moody's upgraded Mueller's senior
unsecured discount notes to B3, LGD6 (94%) from Caa1, upgraded its
subsidiary, Mueller Group's senior secured credit facility debt
rating to Ba3, LGD3 (31%) from B1, and assigned an LGD5 (82%) to
the Mueller Group's senior subordinated notes rated B3.

Ratings assigned:

   -- $300 million Senior Secured Bank Credit Facility due 2012:
      Ba3, LGD3 (37%)

   -- $150 million Senior Secured Term Loan due 2012: Ba3,
      LGD3 (37%)

   -- $640 million Senior Secured Term Loan due 2014: Ba3,
      LGD3 (37%)

   -- $350 million Senior Subordinated Notes due 2017: B3,
      LGD5 (89%)

Ratings affirmed:

   -- Corporate Family Rating: B1
   -- Probability of Default Rating (PDR): B1

Headquartered in Atlanta, Georgia, Mueller Water Products, Inc. is
a North American manufacturer and supplier of water infrastructure
and flow control products for the use in water distribution
networks, water and wastewater treatment facilities, gas
distribution and piping systems.  Mueller serves municipalities,
water work distributors, private utilities and other governmental
agencies as well as commercial and residential construction.  The
company products include fire hydrants, water and gas valves,
ductile iron pressure pipe, pipe fittings, and other related
products.  For the trailing twelve months ending March 31, 2007,
Mueller reported pro forma annual sales of $1.89 billion.


MYLAN LABS: To Buy Merck KGaA's Generics Business for EUR4.9 Bil.
-----------------------------------------------------------------
Mylan Laboratories Inc. and Merck KGaA on Saturday disclosed the
signing of a definitive agreement under which Mylan will acquire
Merck's generics business for EUR4.9 billion ($6.7 billion) in an
all-cash transaction.

The combination of Mylan and Merck Generics will create a
vertically and horizontally integrated generics and specialty
pharmaceuticals leader with a diversified revenue base and a
global footprint.

On a pro forma basis, for calendar 2006, the combined company
would have had revenues of approximately $4.2 billion, EBITDA of
approximately $1.0 billion and approximately 10,000 employees,
immediately making it among the top tier of global generic
companies, with a significant presence in all of the top five
global generics markets.

In addition to retaining Hank Klakurka, currently President and
CEO of Merck Generics, Mylan has executed long-term employment
agreements with members of Merck Generics' senior management team,
ensuring that senior leadership remains intact.  Mylan views the
existing management and employees of Merck Generics as key to the
success of the combined company.

Robert J. Coury, Mylan's Vice Chairman and Chief Executive
Officer, commented: "Mylan's acquisition of Merck Generics would
substantially complete the execution on one of its long-term
visions: to create a world class global quality generics leader.
The fit between our two companies is truly outstanding.  Mylan is
already a leader in the U.S., the world's largest market, and
through Matrix Laboratories controls one of the broadest API
platforms in the world.  Merck Generics provides us with leading
positions in many of the world's other key regions. Together, we
will form a powerful, diverse, robust and vertically integrated
generics platform.

The combination with Merck Generics will significantly extend our
range of therapeutic categories and dosage forms, and bring us a
number of new, differentiated products and successful franchises."

Hank Klakurka, President and CEO of Merck Generics, said: "My
management team and I are extremely excited to be joining the
Mylan team.  We believe Mylan is the best possible acquirer for
our company.  The two businesses are an excellent fit in terms of
geography and product mix, and together we can offer extremely
attractive product baskets across our combined territories.  Mylan
has established itself as a leader in the U.S. in terms of
quality, manufacturing excellence and customer service, and has
demonstrated a strong commitment to its employees and the
communities in which it operates.  My team and I look forward to
working with Mylan to build an undisputed world leader in quality
generics."

                       Strategic Rationale

The acquisition offers a unique, compelling opportunity to create
a global generics leader with critical mass in most of the
important generics markets.  The transaction positions Mylan to
leverage substantial growth opportunities and maximize operating
efficiencies driven by global scale.

Leadership and scale in key global regions:

The transaction creates critical mass by combining Mylan's leading
position in the U.S. wit Merck Generics' broad geographic mix,
including leading positions in Australia, France, Japan, Portugal,
Spain and the U.K.  This global footprint creates substantial
growth opportunities, and reduces the risks associated with over-
reliance on any one region.

Broad and diversified product portfolio:

The new company will be well diversified across most therapeutic
areas with approximately 560 products.

Differentiated dosage form expertise:

The combined company will have manufacturing capabilities in
several specialized dosage forms including solid orals, patches,
controlled-release and high potency formulations, antibiotics,
sterile liquids, inhalants and creams.  Many of these dosage forms
benefit from barriers to competition and longer product growth
cycles.  Additionally, Merck Generics has a highly successful
product sourcing and in-licensing strategy that has allowed the
company to develop critical mass in key differentiated dosages in
attractive markets.

Vertical integration and API supply:

Together, Mylan and Merck Generics will benefit from significant
savings driven by Matrix's low cost, high quality API capacity and
the benefits of manufacturing high product volumes for multiple
markets around the world.  In 2007, Mylan completed its
acquisition of a 71.5% stake in India-based Matrix, the second
largest API manufacturer globally, with more than 165 APIs in the
marketplace or under development.

                       Transaction Details

Under terms of the transaction, which have been unanimously
approved by Mylan's Board of Directors, Mylan will acquire 100% of
the shares of the various businesses comprising Merck Generics for
a cash consideration of EUR4.9 billion ($6.7 billion).

Mylan has secured fully committed debt financing from Merrill
Lynch, Citigroup and Goldman Sachs.

The transaction is anticipated to be dilutive to full-year cash
EPS in year one, breakeven in year two, and significantly
accretive thereafter based on management's internal projections.

The company is committed to reducing its leverage in the near term
through the issuance of $1.5 billion to $2.0 billion of equity and
equity-linked securities.  The combined company will generate
substantial free cash flow that will further enable it to rapidly
reduce acquisition-related debt.  Reflecting its more leveraged
capital structure and focus on growth, Mylan is suspending the
dividend on its common stock.

Mylan expects to achieve synergies of approximately $250 million
by the end of year three.  The majority of these synergies will
result from vertical integration of Merck's API supply by
leveraging the Matrix platform, aligning capabilities in research
and development, and driving further efficiencies in increased
manufacturing volumes of key products across the globe.

Mylan does not anticipate significant reductions in headcount at
Mylan, Matrix or Merck Generics in order to achieve these
synergies.

The combined company will have a dramatically accelerated growth
profile with long-term compounded net income growth expected to
exceed 30% per annum and long-term revenue growth in excess of
10%.  This growth will be driven by new opportunities created by
the formation of a truly global platform, through promising growth
at Merck Generics, and by expected de-leveraging of the balance
sheet.

The transaction remains subject to regulatory review in relevant
jurisdictions and certain other customary closing conditions, and
is expected to close in the second half of 2007.

Mr. Coury concluded: "We have been very impressed by the
successful business built by the management team and employees at
Merck Generics and by their dedication to excellence across all
areas of their operations.  We look forward to working together to
create greater opportunities for all employees of Mylan and Merck
Generics, as well as to uniting two cultures built on excellence
in regulatory, R&D, manufacturing and customer service in one of
the world's largest global generic pharmaceutical companies."

Merrill Lynch acted as exclusive financial advisor and provided a
fairness opinion to Mylan in this transaction.  The external legal
counsel for Mylan was Cravath, Swaine & Moore LLP.

                       About Merck Generics

Merck Generics offers affordable standard therapies in nearly all
major therapeutic areas through high-quality drugs containing
active ingredients that are no longer patent protected.  The range
of products includes a wide assortment of more than 400 different
substances plus special dosage forms and delivery systems with
high patient benefit.

Merck Generics is a subsidiary of Merck KGaA, a more than 300-year
old global chemical and pharmaceutical conglomerate.

                     About Mylan Laboratories

Mylan Laboratories Inc. -- http://www.mylan.com/-- (NYSE:MYL)
manufactures prescription medicines specializing in developing,
manufacturing and marketing generic pharmaceuticals.  Mylan
manufactures and markets 160 generic products in nearly 400
product strengths, covering 46 therapeutic categories.  Mylan is
headquartered just outside of Pittsburgh and operates through its
three subsidiaries: Mylan Pharmaceuticals (Morgantown, W.Va.) is
primarily focused on solid oral dose generic pharmaceutical
products. Mylan Technologies (St. Albans, Vt.) is the market
leader in generic transdermal drug delivery technology and is the
largest producer of generic transdermal patches for the U.S.
market. UDL Laboratories (Rockford, Ill.) is the number one
supplier of unit dose pharmaceuticals to hospitals and other
institutions across the United States.

Mylan also owns a 71.5% stake in Matrix Laboratories Limited of
India.  The company also has a production facility in Puerto Rico.


MYLAN LABORATORIES: Moody's May Cut Low-B Ratings After Review
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Mylan Laboratories
Inc. under review for possible downgrade.

This rating action follows the announcement that Mylan has entered
a definitive agreement to acquire the generics pharmaceuticals
business of Merck kgAA for EUR4.9 billion, or approximately $6.7
billion.

The acquisition is subject to regulatory review, and is expected
to close in the second half of 2007.

"A multi-notch rating downgrade is possible based on cash flow to
debt ratios significantly below the ranges we expected for Mylan's
Ba1 rating," stated Moody's Sr. Vice President Michael Levesque.

Moody's review will focus on:

  (1) the product portfolio, pipeline, and earnings and cash
      flow potential of Merck's generics business;

  (2) Mylan's pro forma cash flow relative to debt compared to
      other specialty pharmaceutical companies rated by Moody's;

  (3) the potential for debt reduction using free cash flow and
      proceeds from planned equity issuance; and

  (4) any structural features of new debt that could have
      notching implications for existing debt.

In addition, the rating review will consider the benefits of the
pending acquisition including expanded scale, potential synergies
through horizontal and vertical integration, and diversification
into new geographic markets and product categories.

Ratings placed under review for possible downgrade:

* Mylan Laboratories Inc.

   -- Ba1 Corporate Family Rating

   -- Ba1 Probability of Default Rating

   -- Ba1 (LGD4, 51%) sr. unsecured revolving credit facility of
      $700 million due 2011

   -- Ba1 (LGD4, 51%) sr. unsecured revolving credit facility of
      $300 million due 2011

   -- Ba1 (LGD4, 51%) sr. unsecured term loan of $450 million
      due 2012

   -- Ba1 (LGD4, 51%) sr. unsecured notes of $150 million due
      2010

   -- Ba1 (LGD4, 51%) sr. unsecured notes of $350 million due
      2015

Moody's will assess Mylan's liquidity position and reevaluate the
company's speculative grade liquidity rating (currently
SGL-1) once the terms of the new capital structure have been
announced.

Moody's does not rate Mylan's convertible notes of $600 million
due 2012.

Headquartered in Canonsburg, Pennsylvania, Mylan Laboratories Inc.
is a specialty pharmaceutical company. For the nine-month period
ended December 31, 2006, Mylan reported total revenue of
approximately $1.12 billion.  The company also has operations in
China, India and Puerto Rico.


MYLAN LABORATORIES: S&P Cuts Ratings on Merck KGaA Purchase
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and senior unsecured debt ratings on Mylan Laboratories to
'BB+' from 'BBB-' and placed all the ratings on CreditWatch with
negative implications.

The actions come on the heels of the company's announcement that
it is acquiring Merck KGaA's generic business for EUR4.9 billion
($6.7 billion) in an all-cash transaction.

"The acquisition is expected to add a significant amount of debt,
and Mylan's financial policies and profile will be clearly
inconsistent with an investment-grade rating," explained Standard
& Poor's credit analyst Arthur Wong.

The company has disclosed plans to issue around $1.5 billion to
$2 billion of equity and equity-linked securities in the near term
to reduce its leverage.  However, even assuming $2 billion of
equity, Mylan's pro forma debt to EBITDA and funds from operations
to total debt will be much weakened.

From a business profile standpoint, while the acquisition will
substantially diversify Mylan's geographic base to more than 90
countries, make the company one of the top three players in the
growing worldwide generic drug market in terms of sales and give
it much needed size and scale, Mylan has a somewhat limited track
record in effectively integrating acquisitions.  Furthermore, the
generics business of Merck KGaA will also be the company's first
major move into the much different, and in many ways more
challenging, European generic drug market.  Given the amount of
prospective debt, achieving synergy and revenue growth targets
will be key if Mylan is to quickly improve on its credit
protection measures.

The transaction is expected to close in the second half of 2007.
Standard & Poor's will review the financing of the deal with
management along with discussing its integration plan, timing of
achieving synergies, and prospects of reducing leverage before
resolving the CreditWatch.

Mylan Laboratories Inc. -- http://www.mylan.com/-- (NYSE:MYL)
manufactures prescription medicines specializing in developing,
manufacturing and marketing generic pharmaceuticals.  Mylan
manufactures and markets 160 generic products in nearly 400
product strengths, covering 46 therapeutic categories.  Mylan is
headquartered just outside of Pittsburgh and operates through its
three subsidiaries: Mylan Pharmaceuticals (Morgantown, W.Va.) is
primarily focused on solid oral dose generic pharmaceutical
products. Mylan Technologies (St. Albans, Vt.) is the market
leader in generic transdermal drug delivery technology and is the
largest producer of generic transdermal patches for the U.S.
market. UDL Laboratories (Rockford, Ill.) is the number one
supplier of unit dose pharmaceuticals to hospitals and other
institutions across the United States.

Mylan also owns a 71.5% stake in Matrix Laboratories Limited of
India.  The company also has a production facility in Puerto Rico.


PANTHERA PAINTING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Panthera Painting, Inc.
        333 Morganza Road
        Canonsburg, PA 15317

Bankruptcy Case No.: 07-23111

Type of Business: The Debtor provides painting and home & garden
                  services.

Chapter 11 Petition Date: May 14, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro, Corbett & Brungo, P.C.
                  Grant Building, Suite 1105
                  330 Grant Street
                  Pittsburgh, PA 15219-2202
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858

Estimated Assets: $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

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


P.E.I. PRESERVE: Goes Bankrupt; Enters Deal with Creditors
----------------------------------------------------------
The P.E.I. Preserve Company has gone into bankruptcy after
creditors didn't agree to a restructuring, CBC News reports.

The company's creditors include the:

    * Business Development Bank of Canada,
    * ACOA and
    * PEI Business Development.

CBC relates that creditors however agreed to sell the assets back
to owner, Bruce McNaughton, in return for a share of the profits
over a five-year period.

CBC cites a five-hectare garden project, as well as an investment
in Great Northern Knitters as the reasons why the company went
down.

In a statement to CBC, Robert Powell of AC Poirier and Associates
says that Mr. McNaughton made a big investment that didn't
generate sufficient capital.  "[Mr. McNaughton also] made an
investment in Great Northern Knitters that was not successful."
Mr. Powell added.

P.E.I. Preserve Company -- http://www.preservecompany.com/--  
manufactures and sells high quality specialty foods made primarily
from Island produce including preserves, vinegar, fruit sauces and
syrups; and barbecue sauce.  The company's main site is a restored
1913 butter factory in New Glasgow, Prince Edward Island.  This
building houses the processing operation, a seasonal retail
business, a 90 seat seasonal restaurant and a mail order business,
all operating as one company.


PHS GROUP: Case Summary & 68 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: PHS Group, Inc.
             Greenebaum Doll & McDonald, P.L.L.C.
             300 West Vine Street, Suite 1100
             Lexington, KY 40507-1665

Bankruptcy Case No.: 07-60407

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Phoenix Holdings of Somerset, Inc.         07-60408
      The Somerset Refinery, Inc.                07-60409
      South Kentucky Purchasing Company          07-60410
      Somerset Environmental Services, Inc.      07-60411
      Somerset Oil, Inc.                         07-60432

Type of Business: The Debtors' primary busines is the operation of
                  affiliate Somerset Refinery, Inc., which has a
                  processing capability of 5500 barrels of oil per
                  day.  The refinery primarily produces gasoline
                  at octanes of 87, 89, 91, diesel fuel and heavy
                  fuel oils for homes and industry furnaces.

Chapter 11 Petition Date: May 8, 2007

Court: Eastern District of Kentucky (London)

Judge: Joseph M. Scott, Jr.

Debtors' Counsel: Gregory R. Schaaf, Esq.
                  Greenebaum Doll & MacDonald, P.L.L.C.
                  300 West Vine Street, Suite 1100
                  Lexington, KY 40507
                  Tel: (859) 231-8500

                                Estimated Assets   Estimated Debts
                                ----------------   ---------------
PHS Group, Inc                  $10,000 to         $1 Million to
                                $100,000           $100 Million

Phoenix Holdings of             $10,000 to         $1 Million to
Somerset, Inc                   $100,000           $100 Million

The Somerset Refinery, Inc      $1 Million to      $1 Million to
                                $100 Million       $100 Million

South Kentucky Purchasing       $1 Million to      $1 Million to
Company                         $100 Million       $100 Million

Somerset Environmental          $1 Million to      $1 Million to
Services, Inc                   $100 Million       $100 Million

Somerset Oil, Inc.              Less than          $1 Million to
                                $10,000            $100 Million

A. PHS Group, Inc's 9 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Chesapeake Appalachia, L.L.C.                           unknown
900 Pennsylvania Avenue
Charleston, WV 25302

Cumberland Security Bank                                unknown
107 South Main Street
Somerset, KY 42501

Daugherty Petroleum, Inc.                               unknown
120 Prosperous Place,
Suite 201
Lexington, KY 40509

Equitable Production Company                            unknown

Greenfield Commercial Credit                            unknown

Internal Revenue Service                                unknown

Journey Operating, L.L.C.                               unknown

Kentucky Department of                                  unknown
Revenue

B. Phoenix Holdings of Somerset, Inc's 10 Largest Unsecured
   Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Chesapeake Appalachia, L.L.C.                           unknown
900 Pennsylvania Avenue
Charleston, WV 25302

Cumberland Security Bank                                unknown
107 South Main Street
Somerset, KY 42501

Daugherty Petroleum, Inc.                               unknown
120 Prosperous Place,
Suite 201
Lexington, KY 40509

Equitable Production Company                            unknown

Greenfield Commercial Credit                            unknown

Internal Revenue Service                                unknown

Journey Operating, L.L.C.                               unknown

Kentucky Department of                                  unknown
Revenue

Somerset National Bank                                  unknown

C. The Somerset Refinery, Inc's 17 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
The Somerset Refinery,                               $1,682,373
Inc.
P.O. Box 1547
Somerset, KY 42502

Marketing Division-                                    $694,467
Somerset Ref.
P.O. Box 1547
Somerset, KY 42502

Somerset Oil                                           $584,355
P.O. Box 1547
Somerset, KY 42502

City of Somerset                                       $223,211

Pruitt Powers & Yeast                                   $61,759

Somerset Environmental                                  $61,381

Terry Flinchum                                          $55,950

Severn Trent Lab                                        $36,472

Kentucky Utilities                                      $34,317

Linebach Funkhouser                                     $32,995

Worldwide Equipment                                     $30,038

Warehouse Division                                      $27,277

Pulaski County Sheriff                                  $22,121

Process Pump & Seal                                     $20,182

Valley Pipe & Fitting Co.                               $20,163

Firestream Worldwide                                    $15,833

Unifirst                                                $15,588

D. South Kentucky Purchasing Company's 9 Largest Unsecured
   Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Nami Resources Company,                                $850,101
L.L.C.
104 Nami Plaza, Suite 1
London, KY 40741

Trial Oil & Gas, Ltd. Co.                              $834,486
P.O. Box 272
Reno, OH 45773

Ohio-Kentucky Oil                                      $355,204
Corporation
5112 Portage Street, NM
North Canton, OH 44720

W.P.P., L.L.C.                                          $67,863

K.T.O.                                                  $67,394

Lindsey & Elliot                                        $61,358

United American Energy, L.L.C.                          $56,898

Young Oil Corporation, Inc.                             $49,037

Transi Oil & Gas, Inc.                                  $48,747

E. Somerset Environmental Services, Inc's 20 Largest Unsecured
   Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
S.R.I.-Wholesale                                       $478,901
600 Monticello Street
Somerset, KY 42502

Somerset Oil, Inc.                                     $105,138
P.O. Box 1547
Somerset, KY 42501

Warehouse                                               $14,359
P.O. Box 1547
Somerset, KY 42502

Mastercard                                              $11,680

Environmental Science Cor.                              $10,994

Somerset Refinery-                                      $10,000
Marketing

Vacuum Products Company                                  $9,341

Whayne Supply Company                                    $8,489

Comdata                                                  $7,226

S.E.S., Inc.-General                                     $5,248

Laurel Ridge Sanitary                                    $5,084
Landfill

Micah Group, L.L.C.                                      $4,596

O'Reilly Auto Parts                                      $4,367

Pecco, Inc.                                              $3,604

Unifirst                                                 $3,012

DAL-RS, Inc.                                             $2,934

Garco, Inc.                                              $2,780

Jet Tank Testing, Inc.                                   $2,750

Nextel Partners, Inc.                                    $2,504

Cintas First Aid & Safety                                $2,310

F. Somerset Oil, Inc's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
City of Somerset                 school tax                $599
P.O. Box 989
Somerset, KY 42502

Sherriff of Pulaski County                                 $516
P.O. Box 752
Somerset, KY 42502

City of Somerset, Inc.                                     $306
Tax Collector
P.O. Box 989
Somerset, KY 42502


POPE & TALBOT: Posts $18.6 Million Net Loss in Qtr Ended March 31
-----------------------------------------------------------------
Pope & Talbot Inc. reported a net loss of $18.6 million for the
first quarter ended March 31, 2007, compared with a net loss of
$8 million for the first quarter of 2006.  Revenues were
$200.5 million for the first quarter of 2007, compared with
revenues of $223 million for the first quarter of 2006.

In the first quarter of 2007, the company's operating loss was
$14.7 million and earnings before interest, taxes, depreciation
and amortization were negative $4.4 million, as compared with an
operating loss of $2.8 million and EBITDA of $8.1 million for the
first quarter of 2006.  The decrease in operating performance
reflects lower contributions from both the pulp and wood products
divisions, partially offset by a decrease in selling general and
administrative expenses.

The company disclosed that until lumber market conditions improve,
the company will continue to be challenged by low lumber prices in
the Wood Products business and raw material cost and availability
issues in the Pulp business.

Expenses in the second quarter of 2007 will include the cost of
the planned annual maintenance shutdown of the company's Nanaimo
pulp mill, estimated to be approximately $10 million.  The company
also said that second quarter EBITDA will be further adversely
affected by a mechanical failure in the Kamyr digester at the
Mackenzie pulp mill in April 2007 that resulted in 14 days of lost
production.

Based on current estimates, the company does not expect sufficient
second quarter EBITDA to remain in compliance with the EBITDA
covenant for the four-quarter period ended June 30, 2007, and
furthermore the company believes it is unlikely to be in
compliance with the EBITDA covenant for the periods ending
Sept. 30, and Dec. 31, 2007.  The company is currently engaged in
discussions with its senior lenders regarding the issuance of an
amendment or waiver of this covenant for the applicable periods.

"While the operational results for this quarter represent a
significant setback, they underscore the necessity of focusing our
near-term efforts on repositioning the company to weather the
downturn," said Harold Stanton, president and chief executive
officer.  "With the support of our senior lenders, we should be
able to endure the challenges of the current market environment."

At March 31, 2007, total debt was $344 million, an increase of
$23 million from Dec. 31, 2006.

As of March 31, 2007, the company had net working capital of
$172.5 million, including cash and cash equivalents of $900,000,
as compared with net working capital of $155.8 million and cash
and cash equivalents of $19.1 million at Dec. 31, 2006.

At March 31, 2007, the company's balance sheet showed $697 million
in total assets, $594.4 million in total liabilities, and
$102.6 million 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?1f1f

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
KPMG LLP expressed substantial doubt on Pope & Talbot Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006.
The auditing firm pointed to the company significant borrowings
and the uncertainty over the company's ability to comply with the
financial covenants in future periods.

                       About Pope & Talbot

Pope & Talbot Inc. (NYSE: POP) -- http://www.poptal.com/ -- is
headquartered in Portland, Oregon, and produces pulp and wood
based building products from manufacturing facilities located
primarily in British Columbia, Canada.  The company also has
operations in the northwestern U.S.


PRIDE PRINTING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pride Printing, L.L.C.
        c/o Donald W. Powell
        Carmichael & Powell, P.C.
        7301 North 16th Street, Suite 103
        Phoenix, AZ 85020

Bankruptcy Case No.: 07-02155

Type of Business: The Debtor provides commercial offset &
                  lithographic printing services.
                  See http://www.prideprinting.com/

Chapter 11 Petition Date: May 11, 2007

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

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

Total Assets: $6,418,330

Total Debts:  $7,377,787

Debtor's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
X.P.E.D.X.                                             $162,205
13745 Collections Center
Chicago, IL 60693

Spicers Paper, Inc.                                    $118,301
P.O. Box 100368
Pasadena, CA 91189

Berkshire-Westwood Graphics                             $54,993
Group, Inc.

Primesource Corporation                                 $24,431

Printers Service                                        $12,302

Healthnet of Arizona                                     $9,861

S.C.F.                                                   $9,000

Xerox Capital Services, L.L.C.                           $8,581

Exxon Mobil                                              $7,645

Howard Air                                               $6,520

Catalina Graphic Films                                   $5,981

Quality Inks & Rollers                                   $5,825

Fanstel                                                  $5,735

FEDEX                                                    $5,623

Tull, Forsberg & Olson, P.L.C.                           $4,800

Verizon Wireless                                         $4,565

Atlas Copco                                              $4,450

Air Conditioning By Jay                                  $4,415

FEDEX Freight West, Inc.                                 $4,117

Pavlik Laminating                                        $3,894


PRIMEDIA INC: Sells Enthusiast Media Segment to SIC for $1.1 Bil.
-----------------------------------------------------------------
Primedia Inc. has signed an agreement selling its Enthusiast Media
division to Source Interlink Companies Inc. for $1,177,900,000 in
cash at closing.

Enthusiat Media is a media company in the U.S. with over 70
publications, 90 websites and over 65 events, with revenues
of over $500 million in 2006.

Under the agreement, Source Interlink will assume the obligation
to make certain earn-out payments relating to PEM's Automotive.com
division.

The transaction is subject to customary closing conditions,
including the expiration or termination of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended and is expected to close in the third quarter
2007.

Primedia expects to have approximately $1,150,000,000 in net
proceeds after payment of fees and expenses as a result of the
transaction and intends to use the proceeds to retire the
company's indebtedness by paying down any funds outstanding under
the company's credit facility, redeeming each of the Senior
Floating Rate Notes due 2010 and 8-7/8% Senior Notes due 2013 and
tendering for the 8% Senior Notes due 2011.

Although the parties agreed to make an election under Section
338(h)(10) of the Internal Revenue Code in connection with the
transaction, Primedia expects to have significant net operating
loss carryforwards following the consummation of the transaction.

In connection with the execution of the sale agreement, certain
stockholders of Primedia affiliated with Kohlberg Kravis Roberts &
Co. unaninimously consented to the transaction.  Certain directors
of the company are affiliates of the KKR Stockholders.  To date,
the KKR Stockholders own approximately 61% of the outstanding
shares of common stock of the company.

In February 2007, Primedia's Board of Directors authorized the
company to explore the sale of its Enthusiast Media segment.  The
company has retained Goldman Sachs and Lehman Brothers to manage
the process.

Commenting on the Board's action, Dean Nelson, Primedia's
chairman, president and chief executive officer, said, "the Board
believes the market environment is extremely favorable for the
sale of Enthusiat Media.  We have spent considerable time
reviewing strategic options for the company and have been
exploring, at the Board's direction, a possible spin off of our
consumer source division, creating two distinct publicly traded
companies.  We have received a favorable IRS ruling and virtually
completed complying with the Securities and Exchange Commission
regulations.  Therefore, spinning off the Consumer Source business
remains an option.

"However, given the multiples PRIMEDIA received from the sale of
the Outdoors Group and the particularly strong investment and debt
markets, the Board believes the best course of action for PRIMEDIA
shareholders is exploring the complete sale of Ethusiat Media,"
Mr. Nelson added.

                        About Primedia Inc.

Primedia Inc. -- http://www.primedia.com/-- is a targeted
media company which owns more than 200 brands that connect buyers
and sellers through print publications, web sites, events,
newsletters, and video programs.

                          *     *     *

Primedia Inc. carries Moody's "B2" senior secured debt and long-
term corporate family ratings.  The company also carries Standard
& Poor's "B" long-term foreign and local issuer credit ratings.


QWEST COMMUNICATIONS: Supreme Court Denies Iowa Telecom's Appeal
----------------------------------------------------------------
An Associated Press writer said Monday that the Supreme Court
rejected Iowa Network Services Inc.'s appeal asserting that Qwest
Communications International Inc. owed it money for wireless phone
calls that Qwest connected to its network.  The High Court
affirmed the lower court rulings, which were in Qwest's favor.

According to the report, INS' dispute with Qwest began in the late
1990s, when INS sought to bill Qwest for wireless telephone calls
that Qwest transmitted to INS' networks, which INS then sent to
local phone companies.

AP relates that INS sought payment from Qwest, based on rates that
had been approved by the Federal Communications Commission,
arguing that Qwest did not provide them with enough information to
determine which wireless companies originated the call, making it
impossible to bill firms for the use of their network.

Qwest subsequently obtained a favorable ruling from the Iowa
Utilities Board, which a federal district court and the 8th
Circuit Court of Appeals agreed with.

The utility board's ruling said that since the calls in question
are local, rather than long-distance, they would not be subject to
the FCC-approved rates, AP says.

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- provides voice, data, and
video services for businesses, government agencies and consumers
-- locally and throughout the United States.

                          *     *     *

Qwest Communications carries Moody's Ba3 and Ba2 Senior Unsecured
Debt and Long-Term Corporate Family ratings, respectively.  The
company also carries Standard & Poor's "BB" long-term foreign and
local issuer credit ratings.  All ratings have stable outlook.


REMINGTON ARMS: Positive Cash Flow Cues Moody's to Lift Ratings
---------------------------------------------------------------
Moody's Investors Service upgraded Remington Arms Company, Inc.'s
Corporate Family Rating to B2 from B3 and its senior unsecured
notes rating to B3 from Caa1.

The ratings upgrade reflects the company's strong recent operating
performance stemming from favorable demand trends, and the
benefits of the company's ammunition price increases and hedging
strategies.  The upgrade also considers the positive cash flow the
company generated in 2006, following several years of negative
cash flows, and the prospects for continued modest positive cash
flow in 2007. The ratings outlook is stable.

In April 2007, Remington announced that an affiliate of Cerberus
Capital Management, L.P. planned to purchase the company for $370
million (7.0 times multiple based on EBITDA of $53 million for
twelve months ended March 31, 2007).  As part of the transaction,
Cerberus intends to contribute approximately $118 million of
preferred equity that will pay out existing equity holders and
repay approximately $47 million of senior notes that are
obligations of RACI Holdings, Inc., Remington's direct parent.
Moody's expects that pro forma leverage metrics (including Moody's
standard analytical adjustments) will not materially change from
current levels. The transaction is expected to close by the end of
June 2007. The ratings are subject to review of final
documentation.

Ratings Upgraded:

   -- Corporate Family Rating, to B2 from B3;

   -- Probability-of-default rating, to B2 from B3;

   -- $200 million 10.5% senior unsecured notes due 2011,
      to B3 (LGD5, 70%) from Caa1 (LGD4, 63%).

Remington's B2 CFR is driven by its high leverage, exposure to
volatile raw material costs, the discretionary nature of its
products, the highly seasonal nature of the business, continuing
regulatory and product liability risks, and the uncertain response
of customers' to continued price increases. The rating is
supported by the company's long operating history, its leading
market positions in key categories (shotguns, rifles, and
ammunition), only moderate customer concentration, and its success
passing through price increases to date.

On May 1, 2007, Remington initiated a consent solicitation in
order to amend certain provision of the senior unsecured notes
indenture that would allow the Cerberus acquisition to occur
without triggering the change of control provision. The amendment
would also allow Cerberus to take the place of the existing
sponsors, thus permitting Remington to make certain payments and
distributions to Cerberus. The buyer has obtained a financing
commitment in the event that lenders require the company to repay
the credit agreement and/or the senior unsecured notes are
tendered to the company, pursuant to the change of control
provision. Cerberus' current intention is to obtain any necessary
waivers, amendments, and consents so that the current credit
agreement and senior unsecured notes remain outstanding.

The stable outlook reflects Moody's expectation that Remington
will sustain the current volume of business and continue to offset
the negative impact of rising raw material costs with price
increases and hedging, such that debt to EBITDA remains below 6.0
times at fiscal year end (which represents a low point in seasonal
borrowings) and EBITA interest coverage is at least 1.2 times
(metrics incorporate Moody's standard analytical adjustments). The
stable outlook also reflects Moody's expectation that the company
will generate modest positive annual free cash flow despite the
prospects for material pension contributions over the medium-term.

Headquartered in Madison, North Carolina, Remington Arms Company,
Inc. designs, manufactures, and markets rifles, shotguns,
ammunition, and hunting and gun care accessories under the
Remington name. The company's products are sold through
independent dealers, Wal-Mart, and sporting goods retailers. The
company reported sales of $452 million for the twelve months ended
March 31, 2007.


RITE AID: S&P Revises Watch on Notes' Rating to Developing
----------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on Harrisburg, Pennsylvania-based Rite Aid Corp.'s
three secured notes that total $1.058 billion to developing from
negative.  The ratings were initially placed on CreditWatch on
Aug. 24, 2006.

All other ratings, including the 'B' corporate credit rating, are
affirmed.

The revision of the CreditWatch listings follows Standard & Poor's
preliminary review of the collateral value that guarantees the
first-lien bank facilities and the second-lien notes.  Based on
S&P's analysis, the collateral is of greater value than S&P
previously thought.  Therefore, the ratings on the second-lien
notes could be raised if the security covers 100% of the first-
and second-lien debt.  Ratings could remain the same on the
second-lien notes if the collateral value fully covers the first-
lien debt and a substantial amount (80%-100%) of the second-lien
note.  S&P could lower the ratings on the second-lien notes if the
increase in the first-lien debt puts the second-lien noteholders
at a disadvantage (so they recover less than 80%).


RIVIERA HOLDINGS: Gets $30/Share Cash Bid from Ian Bruce's Group
----------------------------------------------------------------
Riviera Holdings Corporation has received a bid for $30 per share
in cash from a group led by Ian Bruce Eichner and Dune Capital
Management LP.

The Eichner Group's bid represents an 11% premium over a competing
bid of $27 per share which had been received from a dissident
investor group led by Riv Acquisition Holdings, which has also
nominated an opposition slate of nominees for election as
directors at the company's upcoming annual meeting scheduled for
May 15, 2007.  The Riv Acquisition group is soliciting proxies in
support of its handpicked nominees, and has stated that if its
nominees are elected, it will resubmit its proposal to acquire the
Company.

"The company is not surprised to receive a bid substantially
higher than the Riv Acquisition group's below market bid," William
Westerman, chairman of the board of the company, stated.  "The
company continues to believe that $27 per share does not represent
full value for the company's stockholders, which it believes
is confirmed by both the company's current market price of $31.85
close on May 10, 2007, well as by this current $30 per share
offer.  The board intends to fully consider the $30 Eichner Group
bid and review it with the company's advisors."

"The company's board is committed to working for all
stockholders," Mr. Westerman continued.  "The company will insure
that all bidders are given a level playing field, with the board's
goal to maximize value for all stockholders."

Riviera has retained Jefferies & Company Inc. as its financial
advisor to assist it in exploring a range of strategic and
financial alternatives in order to maximize stockholder value.
These alternatives include, but are not limited to, a sale of the
entire company.  As its financial advisor, Jefferies will assist
the company in reviewing this new $30 per share proposal.

                      About Riviera Holdings

Headquartered in Las Vegas, Riviera Holdings Corporation (Amex:
RIV) -- http://www.rivierahotel.com/-- owns and operates the
Riviera Hotel and Casino on the Las Vegas Strip and the Riviera
Black Hawk Casino in Black Hawk, Colorado.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Moody's Investors Service affirmed Riviera's B2 corporate family
rating and assigned ratings to several bank facilities, subject to
final documentation, that will be used to refinance Riviera's
$215 million, 11% senior secured notes.  The rating outlook is
negative.

At the same time, Standard & Poor's Ratings Services assigned its
loan and recovery ratings to Riviera Holding Corp.'s planned $245
million senior secured credit facility.  The loan is rated 'B+',
with a recovery rating of '1', indicating a high expectation for
full recovery of principal in the event of a payment default.
Proceeds from the proposed bank facility will primarily be used to
refinance existing debt.


RIVIERA HOLDINGS: Riv Group Withdraws Board Election Nominations
----------------------------------------------------------------
Riviera Holdings' board of directors had received a letter from
stockholders affiliated with Riv Acquisition, stating that the
consortium made up of Flag Luxury Riv LLC, Rivacq LLC and RH1 LLC
has decided to withdraw its nomination of Michael D. Rumbolz,
Larry duBoef, W. Dan Reichartz and Daniel W. Yih and Thalia M.
Dondero for election to the board at Riviera's 2007 Annual
Meeting.

Paul Kanavos, president of Flag Luxury Riv LLC stated in his
letter that the shareholders' primary objective in nominating an
alternative slate of directors was to maximise value for all
shareholders and with the board seeking to maximize shareholder
value, the shareholders believe that replacing the board is no
longer necessary.

Mr. Kanavos said that the shareholders expect the board to conduct
an open and fair process and that will give due consideration to
all expressions of interest prior to entering into a definitive
agreement for a sale of the company.

Consistent with this, Mr. Kanavos stated that the shareholders
expect the board:

   a) to allow the shareholders' group to participate in the
      process on an equal footing with other bidders;

   b) will consider all potential structures for an acquisition of
      the company; and

   c) will no longer raise technical objections to proposed
      transaction structures as it has in the past.

Mr. Kanavos related that the shareholders' group is currently
considering all of its options, including making a higher offer
than the $30 per share expression of interest that the board
disclosed on May 11.

Mr. Kanavos said that their group is the largest shareholder of
the company and the shareholders will hold the board accountable
if it does not act consistently with its stated course of pursuing
maximum value for all shareholders.

                      About Riviera Holdings

Headquartered in Las Vegas, Riviera Holdings Corporation (Amex:
RIV) -- http://www.rivierahotel.com/-- owns and operates the
Riviera Hotel and Casino on the Las Vegas Strip and the Riviera
Black Hawk Casino in Black Hawk, Colorado.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Moody's Investors Service affirmed Riviera's B2 corporate family
rating and assigned ratings to several bank facilities, subject to
final documentation, that will be used to refinance Riviera's
$215 million, 11% senior secured notes.  The rating outlook is
negative.

At the same time, Standard & Poor's Ratings Services assigned its
loan and recovery ratings to Riviera Holding Corp.'s planned $245
million senior secured credit facility.  The loan is rated 'B+',
with a recovery rating of '1', indicating a high expectation for
full recovery of principal in the event of a payment default.
Proceeds from the proposed bank facility will primarily be used to
refinance existing debt.


SELBYVILLE BAY: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Selbyville Bay Development, L.L.C.
        1718 Middle Street Northwest, Suite 371
        Washington, DC 20036

Bankruptcy Case No.: 07-10664

Chapter 11 Petition Date: May 14, 2007

Court: District of Delaware (Delaware)

Debtor's Counsel: Joseph H. Huston, Jr., Esq.
                  Stevens & Lee, P.C.
                  1105 North Market Street, 7th Floor
                  Wilmington, DE 19801
                  Tel: (302) 425-3310
                  Fax: (610) 371-7972

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bresler Family Investors,        loan; value of      $1,450,000
L.L.C.                           collateral:
11200 Rockville Pike,            $7,425,000
Suite 502
Rockville, MD 20852

D.S. Parsons, Don Conway &       loan; value of        $435,000
J.W. Hughes                      collateral:
Seashore Realty, Inc.            $7,425,000
Routes 1 And 54
Fenwick Island, DE 19944

C.S.S. Investment Group,         loan; value of        $175,000
L.L.C.                           collateral:
3050 K. Street Northwest,        $7,425,000
Suite 400
Washington, D.C. 20007

Frick Electric, Heating &        trade debt;           $111,567
A/C, Inc.                        value of
                                 collateral:
                                 $7,425,000

Obrecht-Phoenix Contractors,     trade debt;            $85,084
Inc.                             value of
                                 collateral:
                                 $7,425,000

M. Belle Hall                    trade debt             $75,000

Surefire Protection, Inc.        trade debt;            $45,231
                                 value of
                                 collateral:
                                 $7,425,000

Goody Hill Groundwork, Inc.      trade debt;            $43,031
                                 value of
                                 collateral:
                                 $7,425,000

All About Plumbing               trade debt             $38,755

Atlantic Aluminum                trade debt             $22,547

Allied Building Center           trade debt             $20,198

Shore Appliances, Inc.           trade debt             $18,968

Visual Concepts Plus             trade debt             $18,305

Bononno Concrete                 trade debt             $17,166

Edgemont Drywall                 trade debt             $16,068

East Coast Title Contractors     trade debt             $16,063

Mallard Cover Condominium        trade debt             $15,000
Assoc.

Dippold Marble & Granite         trade debt             $14,830

D.H.T. E.I.F.S.                  trade debt             $14,035


SWIFT TRUCK: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Swift Truck Leasing, L.L.C.
        P.O. Box 10
        Calhoun, TN 37309

Bankruptcy Case No.: 07-11816

Chapter 11 Petition Date: May 14, 2007

Court: Eastern District of Tennessee (Chattanooga)

Judge: R. Thomas Stinnett

Debtor's Counsel: Kyle R. Weems, Esq.
                  Weems & Ronan
                  Suite 203, 5312 Ringgold Road
                  Chattanooga, TN 37412
                  Tel: (423) 624-1000

Total Assets:   Unstated

Total Debts: $10,101,555

Debtor's 9 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Calbat, Inc.                                           $600,000
c/o Christina Mack, Esq.
1000 Tallan Building,
Two Union Square
Chattanooga, TN 37402

Internal Revenue Service                                     $1
Cincinnati, OH 45999-0039

New York Highway Use Tax                                     $1
P.O. Box 26824
New York, NY 10087

C. Kenneth Still,                                            $1
Chapter 7 Trustee

Kentucky State Treasurer                                     $1

Tennessee Department of                                      $1
Revenue

Tennessee Department of                                      $1
Labor Employment Sec. Div.

Internal Revenue Service                                     $1
Philadelphia, PA 19114

Internal Revenue Service                                     $1
Nashville, TN 37203


TIAA REAL: Fitch Affirms BB Rating on $17.5 Million Class IV Notes
------------------------------------------------------------------
Fitch has upgraded two and affirmed three classes of the notes
issued by TIAA Real Estate CDO 2002-1 Ltd. (TIAA 2002-1).  The
Preferred Equity class has been paid in full. These rating actions
are the result of Fitch's review process.

The rating actions are effective immediately:

   -- $312,794,166 class I notes affirmed at 'AAA';
   -- $17,000,000 class II-FL notes upgraded to 'AA from 'A+';
   -- $17,000,000 class II-FX notes upgraded to 'AA' from 'A+';
   -- $46,500,000 class III notes affirmed at 'BBB+';
   -- $17,500,000 class IV notes affirmed at 'BB';
   -- $25,000,000 Preferred Equity 'PIF'.

TIAA 2002-1 is a collateralized debt obligation (CDO), which
closed May 22, 2002, supported by a static pool of commercial
mortgage-backed securities (70.1%), senior unsecured real estate
investment trust (28.5%) securities, and CDO (1.4%).  TIAA
Advisory Services LLC selected the initial collateral and serves
as the collateral administrator.

The upgrades of the class II-FL, II-FX and III notes are driven
primarily by the improved credit quality of the portfolio,
seasoning of the collateral, and delevering of the capital
structure.  The CDO has paid down $64.2 million since issuance,
representing 12.8% of the collateral.  Since Fitch's last review,
13.4% of the portfolio has been upgraded an average of 2.1 notches
and 4.32% has been downgraded 1.7 notches.  The weighted average
rating factor remains in the 'BBB/BBB-' category.  The weighted
average life  has decreased to 5.94 from 6.91.  All par and
interest coverage ratios have remained stable since inception.
There are currently no defaulted assets in the portfolio.  The
CMBS assets in the collateral pool ranges from the 1997 vintage to
the 2001 vintage with none being first loss classes.  Due to
defeasance and amortization, Fitch believes these CMBS vintages
are a positive factor in this transaction.

The rating on the class I note addresses the timely payment of
interest and ultimate repayment of principal.  The ratings on the
class II-FL, class II-FX, class III and class IV notes address the
ultimate payment of interest and ultimate repayment of principal.
The original rating of the preferred shares addressed the
likelihood that investors would receive their stated balance of
principal by the legal final maturity date.  As of the February
2007 trustee report, the preferred shares have received
distributions in excess of the $25,000,000 original rated balance
and therefore are deemed to be paid in full by Fitch.


TIAA REAL: Fitch Holds BB Rating on $12 Million Class E Notes
-------------------------------------------------------------
Fitch has upgraded five classes and affirmed two classes of the
notes issued by TIAA Real Estate CDO 2003-1 Ltd./TIAA Real Estate
CDO 2003-1 Corp. (TIAA Real Estate CDO 2003-1).

The rating actions are effective immediately:

   -- $190,901,751 class A-1 MM notes affirmed at 'AAA'/'F1+';
   -- $10,000,000 class B-1 notes upgraded to 'AAA' from 'AA+';
   -- $2,000,000 class B-2 notes upgraded to 'AAA' from 'AA+';
   -- $16,000,000 class C-1 notes upgraded to 'AA-' from 'A';
   -- $14,000,000 class C-2 notes upgraded to 'AA-' from 'A';
   -- $13,500,000 class D notes upgraded to 'BBB+' from 'BBB';
   -- $12,000,000 class E notes affirmed at 'BB'.

TIAA Real Estate CDO 2003-1 is a collateralized debt obligation,
which closed Nov. 6, 2003, supported by a static pool of
commercial mortgage-backed securities (55%), senior unsecured real
estate investment trust securities (44%), and collateralized debt
obligations (1%).  Teachers Advisors, Inc., a subsidiary of TIAA,
serves as the collateral manager for the CDO.

The upgrades are driven primarily by the improved credit quality,
seasoning of the portfolio, and delevering of the capital
structure.  The CDO has paid down $20.6 million since issuance,
representing 6.9% of the collateral.  Since Fitch's last review,
30.79% of the underlying portfolio has been upgraded an average of
1.96 notches, with only one underlying security (0.98% of the
portfolio) downgraded 2.00 notches.  The weighted average rating
factor has improved, but remains in the 'BBB/BBB-' category.  All
overcollateralization and interest coverage ratios have remained
stable since inception. There are currently no defaulted assets in
the portfolio.  The CMBS assets in the collateral pool ranges from
the 1997 vintage to the 2003 vintage with none being first loss
classes.  Due to defeasance and amortization, Fitch believes these
CMBS vintages are a positive factor in this transaction.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.

The ratings of the class A-1MM notes address the likelihood that
investors will receive timely payment of interest and ultimate
repayment of principal.  The ratings on the class B-1, B-2, C-1,
C-2, D, and E notes address the ultimate payment of interest and
ultimate repayment of principal.


U.S. CORRUGATED: S&P Junks Rating on Proposed $125 Million Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to containerboard and corrugated box manufacturer
U.S. Corrugated Inc., based in Kennesaw, Georgia.  The outlook is
stable.

At the same time, Standard & Poor's assigned its 'CCC+' senior
secured rating and '4' recovery rating to the company's proposed
$125 million senior secured Regulation D private placement notes,
indicating the expectation of marginal (25%-50%) recovery of
principal in the event of a payment default, based on preliminary
terms and conditions.

"The ratings on U.S. Corrugated reflect its highly leveraged
capital structure; participation in mature, cyclical, and
competitive markets; volatile raw material costs; limited product
diversity; and the risks associated with operating one mill," said
Standard & Poor's credit analyst Andy Sookram.  "The ratings also
reflect the company's high level of integration, which allows for
good operating efficiencies; its favorable cost position; and our
expectations for cost savings from rationalization of the acquired
operations."

The stable outlook reflects Standard & Poor's expectation that the
combined operations should lead to improving profitability and
credit measures that are commensurate with the ratings.  S&P could
revise the outlook to negative if rationalization benefits fall
short of expectations, if the company is unable to pass on higher
costs to customers, if liquidity narrows, or if the company adopts
an aggressive acquisition strategy.  S&P is unlikely to revise the
outlook to positive without a significant improvement in the
company's breadth, scope, and diversity of operations.


U.S. INVESTIGATIONS: Providence Deal Cues S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Falls
Church, Virginia-based U.S. Investigations Services, including the
'B+' corporate credit rating, on CreditWatch with negative
implications.  The company had about $732.9 million of total
reported debt outstanding at Dec. 31, 2006.

"The CreditWatch listing follows USIS' recent announcement that it
has agreed to be acquired by Providence Equity Partners from
Welsh, Carson, Anderson & Stowe, and The Carlyle Group, for
approximately $1.5 billion," said Standard & Poor's credit analyst
Mark Salierno.

The transaction is expected to close in the third quarter of 2007,
and is subject to regulatory approval and other closing
conditions.  "Although financing details have not yet been
disclosed, we expect a substantial portion of the transaction to
be debt-financed," said Mr. Salierno.  "Given the incremental debt
that we expect to be added to the balance sheet to fund the
proposed transaction, we expect credit protection measures will
weaken to levels below those appropriate for the current rating."

Standard & Poor's will continue to monitor developments and meet
with the management team and new financial sponsor before
resolving the CreditWatch listing.


U.S. INVESTIGATIONS: Moody's May Cut Low-B Ratings After Review
---------------------------------------------------------------
Moody's Investors Service placed the B2 Corporate Family Rating
and other ratings of US Investigations, LLC on review for
downgrade following the announcement that Providence Equity
Partners would acquire them for a total purchase price of
$1.5 billion.

While the details of the financing package have not been disclosed
yet, it is expected to contain a significant amount of debt and
have a substantial negative impact on credit metrics. Moody's
review will focus primarily on the financing for the transaction,
impact on credit metrics and liquidity, and the plan for debt
reduction.

These ratings were placed under review for downgrade:

   -- The B1 $90 million senior secured 1st lien revolver due
      Oct. 14, 2011 (LGD 3, 35%)

   -- The B1 $400 million Senior Secured First Lien Term Loan B
      due Oct. 14, 2012 (LGD 3, 35%)

   -- The B1 $150 million First Lien Term Loan C due Oct. 14,
      2012 (LGD 3, 35%)

   -- The B1 $30 million Term Loan D due Oct. 14, 2012
      (LGD 3, 35%)

   -- The B2 Corporate Family Rating

   -- The B2 Probability of Default Rating

Based in Falls Church, Virginia, USIS is a provider of background
investigation and security services to the United States
Government and to the commercial sector.  Revenue for the twelve
months ended September 30, 2006 was approximately $782 million.


UNIGENE LABS: Posts $244,000 Net Loss in Quarter Ended March 31
---------------------------------------------------------------
Unigene Laboratories Inc. reported a net loss for the three months
ended March 31, 2007, of $244,000, compared with a net loss of
$3,243,000 for the three months ended March 31, 2006.

Revenue for the three months ended March 31, 2007, increased to
$6,328,000 compared to $387,000 for the three months ended
March 31, 2006.  Revenue from Fortical sales and royalties were
$4,461,000 for the three months ended March 31, 2007.

Fortical royalties for the three months ended March 31, 2007,
increased to $1,845,000 from $198,000 for the three months ended
March 31, 2006.  Fortical sales were $2,616,000 for the three
months ended March 31, 2007.  Sales to Novartis were $1,408,000
for the three months ended March 31, 2007.  There were no product
sales for the three months ended March 31, 2006.

Operating income for the three months ended March 31, 2007,
increased to $124,000 from an operating loss of $2,856,000 for the
three months ended March 31, 2006.

The three months ended March 31, 2007 and 2006 includes $393,000
and $165,000, respectively, in expenses for non-cash stock option
compensation.  As of March 31, 2007, Unigene had approximately
$697,000 in expenses for non-cash stock option compensation that
remains to be recognized, primarily over the next 12 months.

Total operating expenses were $6,204,000 for the three months
ended March 31, 2007, an increase from $3,243,000 for the three
months ended March 31, 2006.  The increase was primarily due to
cost of goods sold on product sales to Upsher-Smith and Novartis.

The company's cash balance at March 31, 2007, was $4,646,000, an
increase of approximately $1,288,000 from Dec 31, 2006.  Accounts
receivable at March 31, 2007, were $7,345,000, an increase of
$6,105,000 from Dec. 31, 2006.  This was primarily a result of the
$5,500,000 milestone payment from Novartis, which was received in
April 2007.

Deferred licensing fees increased $6,169,000 from Dec. 31, 2006,
primarily due to the $8,000,000 in payments from Novartis, which
were only partially recognized as revenue in the first three
months of 2007.

Subsequent to March 31, 2007, the company repaid $1 million of
outstanding debt and restructured its loan obligations, recasting
$15.7 million in debt as eight-year term loans.  The new notes
have a fixed simple interest rate of 9%, and no payments are
required for the first three years of the notes.  This
restructuring will reduce the company's aggregate annual
interest payments, replaces all notes that have been in default
and will strengthen the company's financial position.

"We are very pleased to report the continued growth of Fortical
prescriptions," commented Dr. Warren Levy, president and chief
executive officer of Unigene.  "The significant increase in first
quarter revenue will help fuel the company's activities in new
programs.  In combination with the partial loan repayment and the
restructuring of the company's debt to eliminate all defaults and
lower interest expense, we will significantly improve the
company's balance sheet."

At March 31, 2007, the company's balance sheet showed $20,855,000
in total assets and $34,890,000 in total liabilities, resulting in
a $14,035,000 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $16,826,000 in total current assets
available to pay $21,597,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1f27

                       Going Concern Doubt

Grant Thornton LLP, in Edison, New Jersey, expressed substantial
doubt about Unigene Laboratories 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
working capital deficiency.  The auditing firm also stated that
the company has stockholders demand loans in default at Dec. 31,
2006.

                    About Unigene Laboratories

Based in Fairfield, New Jersey, Unigene Laboratories Inc. (OTCBB:
UGNE) -- http://www.unigene.com/-- is a biopharmaceutical company
focusing on the oral and nasal delivery of large-market peptide
drugs.  Due to the size of the worldwide osteoporosis market,
Unigene is targeting its initial efforts on developing calcitonin
and PTH-based therapies.  Fortical(R), Unigene's nasal calcitonin
product for the treatment of postmenopausal osteoporosis, received
FDA approval and was launched in August 2005.  Unigene has
licensed the U.S. rights for Fortical to Upsher-Smith
Laboratories, worldwide rights for its oral PTH technology to
GlaxoSmithKline and worldwide rights for its calcitonin
manufacturing technology to Novartis.


UNIVERSAL HOSPITAL: Moody's Rates Proposed $460MM Notes at B3
-------------------------------------------------------------
Moody's Investors Service assigned ratings to UHS Merger Sub, Inc.
in connection with the pending leveraged buyout of Universal
Hospital Services, Inc.

Moody's assigned a B2 Corporate Family Rating, a B3 rating to the
proposed $230 million second lien floating rate notes and a B3
rating to the proposed $230 million second lien toggle notes.  The
proposed financing also includes a $135 million senior secured
revolving credit facility that will not be rated by Moody's. The
rating outlook for UHSM is stable.

On April 16, 2007 UHS announced that it entered into a definitive
agreement to be acquired by Bear Stearns Merchant Banking, the
private equity arm of The Bear Stearns Companies, Inc. for
approximately $712 million in total consideration. Pursuant to the
agreement, UHSM, a newly formed holding company owned by BSMB,
will merge with and into UHS.

Moody's assigned these proposed ratings:

* UHS Merger Sub, Inc.

   -- $230 million second lien floating rate notes due 2015,
      rated B3 (LGD4, 58%)

   -- $230 million second lien toggle notes due 2015, rated B3
      (LGD4, 58%)

   -- Corporate Family Rating, rated B2 (Corporate Family rating
      has been temporarily moved from Universal Hospital
      Services, Inc. to UHS Merger Sub, Inc. until the merger is
      completed)

   -- Probability of Default Rating, rated B2

   -- Speculative Grade Liquidity Rating, SGL-2

   -- The ratings outlook is stable

Moody's will withdraw these ratings:

* Universal Hospital Services, Inc.

   -- $260 million senior unsecured notes due 2011 (LGD4, 64%)
   -- Corporate Family Rating, B2
   -- Probability of Default Rating, B2

Moody's expects to withdraw UHS's existing debt ratings in
connection with the refinancing of this debt upon closing of the
buyout. The proceeds from this new indebtedness will be utilized
to purchase the company's equity from the existing shareholders,
fund the tender premium with respect to the existing senior
unsecured notes, repay existing debt and pay transaction fees and
expenses.

Although constrained by weak free cash flow, high leverage and
modest interest coverage for the B2 rating category, the ratings
are supported by the company's sound access to external liquidity,
good top-line growth in the face of weak or negative hospital
census and continued, strong cost control discipline.

The SGL-2 rating reflects the company's "good" liquidity position
and incorporates Moody's expectation that, over the next twelve
month horizon, UHS will be able to fund its routine working
capital, maintenance capital expenditures and other cash
requirements without the need to access external sources of
capital. The rating also anticipates that the revolver will be
lightly utlized for advances and for the issuance of letters of
credit throughout the near-term. Adequate cushion under the
financial covenant is expected to ensure orderly access to the
facility.

The stable outlook anticipates moderate, mid-single digit revenue
growth with operating cash flow adequate to cover both maintenance
and growth capital expenditures. Free cash flow is expected to
remain at modest levels given the magnitude of anticipated growth
capital expenditures needed to support incremental revenues.

The ratings could be upgraded in the event that free cash flow to
debt improves to a level of approximately 5% or above on a
sustained basis. The ratings could come under upward pressure if
the company further develops services ancillary to its equipment
outsourcing business such as its AAMP program that results in
continued, moderate growth in sales and gross contribution
dollars, thereby enabling the company to reduce it reliance on
high growth capital spending to drive revenues.

The ratings could come under pressure if a deterioration in
operations impairs the company's access to its revolving credit
facility or if management adopts a more aggressive acquisition
policy. The ratings could also be downgraded in the event that
there is a continual drop in hospital census coupled with an
inability to control expenses, thereby resulting in a narrowing of
margins beyond expected levels and a return to material, negative
free cash flow.

Universal Hospital Services, Inc. is a leading medical equipment
lifecycle services company. UHS offers comprehensive solutions
that maximize utilization, increase productivity and support
optimal patient care resulting in capital and operational
efficiencies. UHS currently operates through more than 75 offices,
serving customers in all 50 states and the District of Columbia.
For the twelve months ended December 31, 2006 the company reported
revenues of approximately $225 million.


UNIVISION COMM: Fitch Junks Rating on $1.5 Billion Senior Notes
---------------------------------------------------------------
Fitch Ratings downgrades and removes Univision Communications Inc
from Rating Watch Negative.  On Feb. 16, 2007, Fitch disclosed
that it expected Univision's Issuer Default Rating to be lowered
to 'B' from 'BB' following the filing of debt documentation
consistent with Fitch's expectations.  The action incorporates a
review of the final debt documentation filed yesterday by the
Company.  The Rating Outlook is now Stable.

The company's debt structure is rated as:

   -- $7.7 billion senior secured bank loans due 2014 'B+/RR3';
   -- 3.50% senior secured notes due 2007 to 'B+/RR3' from 'BB';
   -- 3.875% senior secured notes due 2008 to 'B+/RR3' from 'BB';
   -- 7.85% senior secured notes due 2011 to 'B+/RR3' from 'BB';
   -- $500 million second lien term loan due 2009 'B-/RR5';
   -- $1.5 billion 9.75%/10.50% senior unsecured notes due 2015
      'CCC+/RR6'.

Headquartered in Los Angeles, Calif., Univision Communications
Inc., (NYSE: UVN) -- http://www.univision.net/-- owns and
operates more than 60 television stations in the U.S. and Puerto
Rico offering a variety of news, sports, and entertainment
programming.  The company had about $2.6 billion in debt at
Dec. 31, 2006.


VONAGE HOLDINGS: Posts $72 Million in Quarter Ended March 31
------------------------------------------------------------
Vonage Holdings Corp. reported results for the quarter ended
March 31, 2007.

Revenue for the first quarter 2007 grew to a record $196 million,
a 64% increase from $120 million in the first quarter 2006, driven
by strong customer line growth over the course of the year and
higher average revenue per line.

Adjusted loss from operations1 narrowed to $58 million in the
quarter, a 20% improvement from $73 million in the year-ago
quarter.  Adjusted loss from operations excluding royalty1
narrowed to $48 million in the first quarter 2007, a 34%
improvement from $73 million in the first quarter 2006 and a 10%
improvement from $53 million last quarter.

For the first quarter of 2007, the company's net loss narrowed to
$72 million from a net loss of $85 million reported in the first
quarter 2006.  Net loss excluding royalty and associated interest
improved to $61 million from $65 million in the fourth quarter
2006.

Vonage added approximately 166,000 net subscriber lines during the
quarter and finished with nearly 2.4 million lines in service.

Jeffrey Citron, Vonage Chairman, said, "We have battled through an
extremely difficult quarter and will continue the fight in the
courtroom.  While the patent litigation has challenged our
business, it has not distracted our focus on providing consumers
with the opportunity to choose a better phone service.

"We believe we have workable designs for the two name translation
patents and intend to begin deploying the solution to our
customers shortly.  In addition, we are continuing our development
of the workaround for the wireless patent."

                        Verizon Litigation

On June 12, 2006, Verizon filed a suit against Vonage and
its subsidiary Vonage America Inc., with the U.S. District Court
for the Eastern District of Virginia.

Verizon alleged that the company infringed seven patents in
connection with providing VoIP services and sought injunctive
relief, compensatory and treble damages and attorneys' fees.
Verizon dismissed its claims with respect to two of its patents
prior to trial, which commenced on Feb. 21, 2007.

After trial on the merits, a jury returned a verdict finding that
the company infringed three of the patents-in-suit.  The jury
rejected Verizon's claim for willful infringement, treble damages,
and attorneys' fees, and awarded compensatory damages in the
amount of $58 million.  The trial court subsequently indicated
that it would award Verizon $1.6 million in prejudgment interest
on the $58 million jury award.  The trial court issued a permanent
injunction with respect to the three patents the jury found to be
infringed effective April 12, 2007.

The trial court then permitted the company to continue to service
existing customers pending appeal, subject to deposit into escrow
of a 5.5% royalty on a quarterly basis.  The trial court also
ordered that the company may not use its technology that was found
to be infringing to provide services to new customers.  In
addition, Vonage posted a $66 million bond to stay execution of
the monetary judgment pending appeal.

On April 6, 2007, the company brought the trial court's ruling
to the Federal Circuit Court, which Court allowed Vonage to
continue to sign up new customers while Vonage appeals the jury's
decision and set June 25, 2007, as the commencement of the oral
arguments on the matter.

                           About Vonage

Vonage Holdings Corp. (NYSE:VG) -- http://www.vonage.com/-- is a
provider of broadband telephone services with over 1.4 million
subscriber lines as of February 8, 2006.  Utilizing its voice over
Internet protocol technology platform, the company offers feature-
rich, low-cost communications services with a call quality
comparable to traditional telephone services.  While customers in
the United States represent over 95% of its subscriber lines,
Vonage continues to expand internationally, having launched its
service in Canada in November 2004, and in the United Kingdom in
May 2005.


WCI STEEL: Posts $4.3 Million Net Loss in Quarter Ended March 31
----------------------------------------------------------------
WCI Steel Inc. posted a net loss of $4.3 million on net sales of
$201.8 million for the quarter ended March 31, 2007.  For the
quarter, the company reported:

    -- Shipments of 307,000 tons;

    -- Revenues from product sales of $195.5 million, or
       $637 per ton;

    -- Operating loss of $4.6 million; and

    -- Net loss per share of $1.80 for the quarter.

As of March 31, 2007, the company's balance sheet showed total
assets of $639.7 million and total liabilities of $420.8 million,
resulting in a total stockholders' equity of $218.9 million.

Patrick G. Tatom, president and chief executive officer, said:
"Our first quarter performance was modestly better than our prior
guidance.  Our shipments of 307,000 tons in the quarter exceeded
our prior guidance of 290,000 tons largely due to very strong
shipments at the end of March.  Our average revenue per ton of
$637 was $39 per ton below the fourth quarter, but $6 per ton
above our guidance for this quarter.  Although we are not
satisfied with our performance in the quarter, EBITDA in the
quarter of $1.8 million would have been $5.2 million without
$2.8 million of expense related to the BOF incident and $0.6
million of salaried employee headcount reduction charges included
in costs."

Cynthia B. Bezik, chief financial officer, noted: "Our liquidity
remains strong. At the end of the quarter, we had $1.3 million of
cash on hand and $30.5 million borrowed under the $150 million
revolving credit facility.  Our borrowings under the revolving
credit facility increased by only $5.8 million since year-end.
Although we invested $18.3 million in capital projects during the
quarter, the quarter benefited by a $33.5 million liquidation in
inventory, primarily due to the normal seasonal reduction in iron
ore combined with lower steel inventories at the end of the
quarter."

                       Capital Expenditures

In late April, WCI Steel completed construction of the
$29.3 million baghouse system at its Basic Oxygen Furnace, which
will reduce environmental emissions as part of the company's
efforts to meet new federal air quality standards.  The baghouse
system, located on the west end of the BOF, was completed on time
and on budget.

The baghouse project is one of two major capital investments
currently under way at WCI Steel.  Construction of the
$36.7 million walking beam furnace at the hot strip mill is
ongoing, with start-up scheduled for January 2008.  During
construction, the company continues to be limited in its ability
to produce at the hot strip mill.  Once operational, the walking
beam furnace will reduce operating costs and allow WCI Steel to
expand its custom steel offerings.  The walking beam furnace is
expected to produce annual operating improvements of between
$10 million and $14 million primarily due to energy savings and
increased sales of custom products.

"As we have previously emphasized, our future success is driven by
aggressively focusing on three strategies: market differentiation,
strengthening our core operations and pursuing external growth
opportunities," Mr. Tatom said.  "Although expected first half
results are unacceptable, we are taking the right actions to
position WCI Steel for a profitable second half. In the last six
months of 2006, we earned EBITDA of $34.8 million.  Based on our
current market outlook and actions under way, we expect second
half performance of 2007 to exceed the same period last year. We
remain committed to executing our strategies to build WCI Steel as
a strong, custom steel producer."

                         About WCI Steel

Headquartered in Warren, Ohio, WCI Steel Inc. (OTC: WCIS.PK) --
http://www.wcisteel.com/-- is an integrated steel maker producing
185 grades of flat-rolled custom and commodity steel products.
Its products include high carbon, alloy, ultra high strength, and
heavy-gauge galvanized steel.  Major customers are steel
converters, processors, service centers, construction product
companies, and to a lesser extent, automobile manufacturers.

WCI Steel filed for chapter 11 protection on Sept. 16, 2003
(Bankr. N.D. Ohio Case No. 03-44662) and emerged from chapter 11
in May 2006, under a plan proposed by 17 Noteholders led by
Harbinger Capital Partners Master Fund I, Ltd., that gave the
Noteholders $100,000,000 in new 8% Secured Notes and more than 98%
in equity of the reorganized steel company.

                          *     *     *

WCI Steel Inc. carries Moody's Investors Service's C Senior
Unsecured Debt Rating.


WEBBERVILLE: S&P Cuts Rating on Water & Sewer Bonds to BB+
----------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on the
village of Webberville, Michigan's water and sewer bonds series
1994 to 'BB+' from 'BBB-' and removed the rating from CreditWatch
with negative implications, where it was placed on Sept. 22, 2006,
reflecting five consecutive years of debt service coverage of
below 1x and, most recently, weakened liquidity.

The outlook is negative.

Additional credit factors include a small customer base with
concentration among the leading users and moderate water and sewer
rates, although typical for the area.

The negative outlook reflects the possibility of further credit
deterioration to the extent rates are not increased sufficiently
to adequately cover debt service, sustain operations, and pay for
capital needs.

The system's annual debt service coverage levels have been below
1x and in technical default of the 1.2x rate covenant since fiscal
2003, including a transfer in from the downtown development
authority, which has a legal and contractual obligation to make
annual payments to the village for a portion of interest on the
bonds.  Fiscal year-end March 31, 2007, unaudited financial
statements indicate coverage of 0.8x with fiscal 2006 debt service
coverage at slightly more than 1x and fiscal 2005 debt service
coverage at 0.44x.

Additionally, fiscals 2004 and 2003 had less than 1x coverage.
Original projections for debt service coverage at the time of bond
issuance were in excess of 2x in 2006.  Coverage discrepancies can
be traced to the village's overly optimistic revenue projections
and to the exclusion of administration costs in actual and
projected debt service coverage tests, despite legal provisions
requiring such costs to be included as part of the calculation.

Management also attributes the declines in actual coverage to
increased water maintenance costs and lack of timely rate
increases.

"As of May 2007, the village is undergoing a rate and capital
needs study pursuant to a grant from the state," said Standard &
Poor's credit analyst Peter Block.  "Additional rate increases
appear to be necessary at this time both to cure the technical
default and to address any capital needs identified by the study.
The development of a new subdivision is expected to add customers
to the system and contribute to better margins, but management
does not expect construction to be completed for several years,"
he added.

The net revenues of the water and sewer system secure the bonds.

Webberville is located about 22 miles east of Lansing and draws on
Lansing's economy for employment opportunities.


WINDSOR FINANCING: S&P Puts Notes and Bond's Ratings on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on Windsor
Financing LLC's $268.5 million senior secured bonds due 2017 and
$52 million subordinated secured notes due 2016 on CreditWatch
with negative implications.

The CreditWatch listing follows Cogentrix Energy Inc.'s (CEI; BB-
/Stable/--) intention to sell its equity interests in 14 of 18
power plants, including the Spruance and Edgecombe facilities that
constitute the Windsor Financing assets.

The current recovery rating of '3' on the senior bonds and '5' on
the subordinated notes will be unaffected by the asset sale.  The
'3' recovery rating indicates the expectation for meaningful
recovery (50% to 80%) of principal in a payment default scenario.
The '5' recovery rating indicates the expectation of negligible
recovery (0% to 25%) of principal in a payment default scenario.
Ratings on the senior bonds could be lowered if the new owner is
rated below 'BB-'.  The ratings on the subordinated notes could be
lowered if the new owner is rated below 'B'.

"None of the ratings assigned to debt issued by Windsor Financing
will be raised if purchased by an owner with a stronger credit
profile, because the stand-alone credit profile of the transaction
is capped at the current ratings," said Standard & Poor's credit
analyst Michael Messer.


XEROX CAPITAL: S&P Ups Rating on $27 Million Certificates to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
$27.0 million corporate-backed trust securities certificates
issued by CorTS Trust for Xerox Capital Trust I to 'BB' from 'B+'
and removed it from CreditWatch, where it was placed with positive
implications on April 5, 2007.

The rating action reflects the May 10, 2007, raising of the rating
on the underlying securities, the $27 million 8% series B capital
securities due Feb. 1, 2027, issued by Xerox Capital Trust I (a
subsidiary of Xerox Corp.) and its removal from CreditWatch
positive.

The CorTS certificate issue is a pass-through transaction, and its
ratings are based solely on the rating assigned to the underlying
collateral, Xerox Capital Trust I's $27 million 8% series B
capital securities.


XEROX CORP: Fitch Rates Trust Preferred Securities at BB
--------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Xerox Corp.'s
proposed $750 million offering of senior unsecured notes due 2012.
Proceeds from the offering will be utilized to redeem a
substantial portion of Xerox's $1 billion bridge credit facility
that partially financed its May 11, 2007 acquisition of Global
Imaging Systems Inc. for $1.7 billion.  The Rating Outlook is
Stable.

Xerox Corp.

   -- Issuer Default Rating (IDR) 'BBB-';
   -- Unsecured credit facility 'BBB-';
   -- Senior unsecured debt 'BBB-';
   -- Trust preferred securities 'BB'.

Xerox Credit Corp.

   -- Issuer Default Rating (IDR) 'BBB-';
   -- Senior unsecured debt 'BBB-'.

The ratings and Stable Outlook are predicated upon Xerox's
commitment to balance usage of free cash flow for share
repurchases and acquisitions.  Fitch believes Xerox will reduce
its share repurchase program in 2007, which totaled $1.1 billion
in 2006, to focus on reducing total debt following the primarily
debt-financed acquisition of Global Imaging.  Furthermore, Fitch
believes Xerox will continue to reduce the percentage of secured
debt in the capital structure.  Total secured debt declined to
approximately $1.9 billion (25.1% of total debt) at March 31,
2007, from nearly $3.3 billion at March 31, 2006 (44.2% of total
debt).

The $750 million notes are governed by a base indenture dated June
25, 2003 and a sixth supplemental indenture issued on May 14,
2007.  Key terms and covenants of the notes include:

   * A change of control provision requiring Xerox to repurchase
     the notes at 101% of par value plus accrued interest if a
     change of control results in the notes being rated
     non-investment grade;

   * Optional company redemption at 100% of the principal amount
     plus a make-whole premium;

   * Limitation on secured debt equivalent to the greater of
     $2 billion or 20% of consolidated net worth, excluding
     permitted liens.

Headquartered in Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets,
services and finances a range of document equipment, software,
solutions and services.  Xerox operates in over 160 countries
worldwide and distributes products in the Western Hemisphere
through divisions, wholly owned subsidiaries and third-party
distributors.  The company maintains operations in France,
Japan, Italy, Nicaragua, among others.


XM SATELLITE: March 31 Balance Sheet Upside-Down by $504 Million
----------------------------------------------------------------
XM Satellite Radio Holdings Inc.'s balance sheet at March 31,
2007, showed total assets of $1.9 billion, total liabilities of
$2.4 billion, minority interest of $59.4 million, and total
stockholders' deficit of $504.4 million.

The company's March 31 balance sheet also showed strained
liquidity with total current assets of $568.6 million and total
current liabilities of $644.6 million.

Revenue for the 2007 first quarter increased 27% year over year to
$264.1 million compared to $208 million in the 2006 first quarter.
XM's 2007 first quarter net loss narrowed to $122.4 million,
representing an 18% improvement compared to the 2006 first quarter
net loss of $149.2 million.

XM ended the 2007 first quarter with more than 7.9 million
subscribers compared to 6.5 million subscribers in the prior year
period. Additionally, XM announced that it recently surpassed 8
million subscribers.

As of March 31, 2007, the company had $319.4 million in cash
compared to $218.2 million at the end of Dec. 31, 2006.  In
February 2007, the company completed the XM-4 satellite sale-
leaseback transaction.  As of March 31, 2007, the company had full
availability of its $400 million credit facilities resulting in
total available liquidity of $719 million.

Full-text copies of the company's first quarter report are
available for free at http://ResearchArchives.com/t/s?1f21

"During the quarter, we improved our retail performance,
experienced strong OEM gross additions, extended our distribution
agreements with Toyota and Honda, enhanced our customer service,
maintained our churn rate at approximately 1.8 percent for the
third consecutive quarter and strengthened key financial metrics
for our business," said Hugh Panero, chief executive officer, XM
Satellite Radio.  "These results were driven by the operational
initiatives we put in place over the last several quarters."

                    Pending Merger with Sirius

On Feb. 21, 2007, XM Satellite Radio and Sirius Satellite Radio
filed with the Securities and Exchange Commission a definitive
agreement, under which the companies will be combined in a tax-
free, all-stock merger.  Under the terms of the agreement, XM
shareholders will receive a fixed exchange ratio of 4.6 shares of
Sirius common stock for each share of XM.  XM and Sirius
shareholders will each own about 50% of the combined company.

The transaction is subject to approval by both companies'
shareholders, the satisfaction of customary closing conditions and
regulatory review and approvals, including antitrust agencies and
the FCC.  Pending timely regulatory approval, the companies expect
the transaction to be completed by the end of 2007.

                         Business Outlook

XM Satellite Radio reaffirmed its financial guidance for the full-
year 2007 that include:

     -- Subscribers between 9 million and 9.2 million with
        higher seasonal growth expected to occur in the latter
        part of the year;

     -- Subscription revenue in the 1 billion dollar range; and

     -- Improved cash flow from operations in 2007.  Full-year
        positive cash flow from operations in 2008.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

                          *     *     *

XM Satellite Radio Holdings Inc. carries Standard & Poor's Long
Term Foreign Issuer Credit rating of 'CCC+' and Long Term Local
Issuer Credit rating of 'CCC+' effective Feb. 20, 2007.


YUKOS OIL: Prana Wins Final Auction of $3.9 Bil. in Yukos Assets
----------------------------------------------------------------
The Prana Group won Friday's auction for the last few remaining
assets of bankrupt OAO Yukos Oil Co., which includes the company's
22-story headquarters in Moscow, published reports say.

The Russian company with unknown owners offered $3.9 billion
(RUR100.5 billion) for the assets outbidding OAO Rosneft Oil in a
three-hour battle, which could have awarded Rosneft with a string
of major victories.  The auction went up to 707 bids and
counterbids before Rosneft threw in the towel, Tanya Mosolova of
Reuters reports.  Prana's offer is 4.5x more than the lot's $856.8
million (RUR22.1 billion) starting price.

"I don't think anyone would have expected the price to go up so
quickly and such a big battle to break out," said Nikolai
Lashkevich, a spokesman for YUKOS's bankruptcy receiver was quoted
by Reuters as saying.  "We just hope that the winner of the
auction will be able to meet the obligations it has taken on."

According to Reuters' Ms. Mosolova, the bidding amounts appeared
unjustified by the value of the 22-story Moscow headquarters
prompting speculations that the bidders might knew about hidden
value in another asset in the lot.

"I can't see why a big building in Moscow could cost that much.
Some people say that the lot, which also contains YUKOS's trading
firm, Trading House Yukos-M, is attractive because there are some
oil inventories left," a market source told Reuters.

Kommersant daily reports that Friday's auction saw Yukos' stocks
rise 63 percent before closing at 49% on May 11, indicating
shareholder expectations on a possible claims recovery.  Shares on
the RTS rose from 42 cents to 52 cents per share on Friday.

Alexander Temerko, a former top Yukos shareholder and deputy chief
executive, told Reuters in a telephone interview that he was also
surprised by the price paid for the assets as he valued the lot at
around US$1.5 billion.

"Today's auction highlights once again that YUKOS could have
avoided bankruptcy," Mr. Temerko was quoted by Reuters as saying.
"The company was able to cover tax claims.  We will file a suit to
(the court in) Strasbourg," he said.

Proceeds of the series of Yukos auctions, which began on
March 27, 2007, have reached RUR813 billion ($31.5 billion).
As of Feb. 1, 2007, Yukos owed up to RUR709.1 billion to its
creditors, which include:

                                     Claim Amount
   Creditors                           (in RUR)
   ---------                         ------------
   Federal Tax Service               439.2 billion
   Rosneft                           263.6 billion
   Tomskneft                          12.2 billion
   Samaraneftegaz                      1.8 billion
   Siberia service company           228.4 million

As previously reported in the Troubled Company Reporter-Europe,
Rosneft has acquired majority of Yukos' assets through its
subsidiaries in a series of auctions that started on March 27.
Notably, its RN-Razvitiye unit repurchased its 9.44% stake from
Yukos on March 27 for RUR197.8 billion; Neft-Aktiv acquired
Yukos' East Siberian assets, which includes major oil production
firm Tomskneft, for RUR177.7 billion.

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
completely 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.

                         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 $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 US$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.


* T-REX Launches Online Auction Marketplace for Ch. 11 Creditors
----------------------------------------------------------------
Trade Receivable Exchange (T-REX) has launched an online auction
marketplace at http://www.t-rexauctions.com/to help creditors
sell their unsecured Chapter 11 bankruptcy claims at higher prices
and on more favorable contract terms -- all at the expense of
vulture investors.

T-REX says that it has leveled the playing field by bringing
transparency to the claims trading market through an open bidding
format.

According to the Daily Bankruptcy Review, a huge market has
developed involving the trading of bankruptcy claims -- by some
estimates $500 billion in such claims change hands every year.

"Chapter 11 creditors have a difficult time navigating the murky,
unregulated world of claims trading, which is dominated by
sophisticated hedge funds," says T-REX CEO and co-founder David
Williams.  "Vulture investors thrive on secrecy.  Confidentiality
agreements are commonly used to prevent creditors from sharing the
terms of their bankruptcy claim sale.  Many creditors get low-
balled on pricing because they have no reliable way to research
the market rate and there is rarely any head-to-head bidding for
their claims.  They don't know the good vulture investors from the
unethical ones and, worst of all, the boilerplate contracts used
to document the sale of claims are notoriously one-sided."

Creditors can join T-REX and post their bankruptcy claim auctions
for free.  Pre-qualified investment banks and hedge funds then bid
against each other in real-time for the auction transaction, which
drives up the selling price for the creditor.  Winning bidders pay
T-REX a commission fee when the auction transaction closes.
T-REX's commission fees for bankruptcy claims start as low as
0.50% of the purchase price.

Pricing transparency is the cornerstone of T-REX's new
marketplace.  Members can actually see how much other creditors
are being quoted for their bankruptcy claim auctions.  Additional
pricing research tools are available to creditors who upgrade to
T-REX's premium membership plan.

Auctions are anonymous and non-binding meaning the creditor can
award its auction to any bidder or none at all.  Creditors can
analyze detailed bidder profiles and member feedback ratings to
help them select the winning bidder.  They can also use T-REX's
"creditor-friendly" claim assignment agreement to negotiate better
contract terms with the winning bidder.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, Ohio
            Contact: http://www.turnaround.org/

May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Valuation / Sale of the Distressed Business
         Athletic Club, Seattle, Washington
            Contact: http://www.turnaround.org/

May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Networking Lunch
         TBD, Arizona
            Contact: 623-581-3597 or www.turnaround.org/

May 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

May 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Annual Golf Outing
         TBD, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Calaloo Caf,, Morristown, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

May 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying Assets in Bankruptcy - Opportunities and Pitfalls
        McCormick & Schmick's, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Social
         La Brasserie, Toronto, Ontario
            Contact: 416-867-2300 or http://www.turnaround.org/


May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Scotch & Cigar Night
         Buena Vista Cigar Club, Beverly Hills, California
            Contact: 310-458-2081 or http://www.turnaround.org/

May 24-25, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Fourth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt
            Market
               Le Meridien Piccadilly Hotel - London, UK
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona and RMA Joint Meeting
         Hotel Valley Ho, Scottsdale, Arizona
            Contact: http://www.turnaround.org/

May 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA - ANZ Great Debate
         ANZ Bank, Sydney, Australia
            Contact: http://www.turnaround.org/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting and Casino Night
         Mayfair Farms, West Orange, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series
         E&Y Tower, Calgary, Alberta
            Contact: http://www.turnaround.org/

May 31 - June 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual TMA Southeast Regional Conference
         Marriott Resort at Grande Dunes
            Myrtle Beach, South Carolina
               Contact: http://www.turnaround.org/

May 31 - June 2, 2007
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Baltimore, Maryland
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 4, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA NY Golf & Tennis Outing
         Fresh Meadow Country Club, Lake Success, New York
            Contact: 646-932-5532 or http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
        JW Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://http://www.airacira.org/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, New Jersey
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament
         Northview Golf and Country Club, Vancouver, British
            Columbia
               Contact: 206-223-5495 or http://www.turnaround.org/

June 7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Event - Networking
         University Club, Portland, Oregon
            Contact: 206-223-5495 or http://www.turnaround.org/

June 7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Looking Over the Edge, Successful Resolutions out of
         Bankruptcy
            IDS Center, Minneapolis, Minnesota
               Contact: http://www.turnaround.org/

June 7-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mealey's Asbestos Bankruptcy Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

June 14, 2007
   BEARD AUDIO CONFERENCES
      IP Rights In Bankruptcy
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

June 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      ACG/TMA Annual Pacific Northwest Golf Tournament
         Washington National Golf Club, Auburn, Washington
            Contact: 206-223-5495 or http://www.turnaround.org/

June 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Economic Update at the 1/2 Year Mark
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Clarion Hotel, Princeton, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

June 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Charity Golf Outing
         Harborside International, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

June 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bank Workout Panel
         Oak Hill Country Club, Rochester, New York
            Contact: http://www.turnaround.org/

June 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual TMA Toronto Golf Social
         Board of Trade Country Club, Woodbridge, Ontario
            Contact: 416-867-2300 or http://www.turnaround.org/


June 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Valuing Distressed and Troubled Companies
         Denver Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

June 21, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Corporate Reorganization Conference
         (2nd Annual IWIRC Woman of the Year Award)
            Chicago, Illinois
               Contact: http://www.iwirc.org/

June 21, 2007
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      Career Chat: Emerging Careers in Distressed Securities
         New York, New York
            Contact: http://www.nyssa.org/

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

June 25-26, 2007
   STRATEGIC RESEARCH INSTITUTE
      10th Annual Distressed Debt Investing Summit
         Helmsley Hotel, New York, New York
            Contact: http://www.srinstitute.com/

June 26, 2007
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy: Unwinding The Deal
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

June 26-27, 2007
   AMERICAN CONFERENCE INSTITUTE
      Distressed Condo Projects: Turnaround and Workout Strategies
         Trump International Sonesta Beach Resort
            Sunny Isles, Florida
               Contact: http://www.americanconference.com/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: http://www2.nortoninstitutes.org/

July 5, 2007
TURNAROUND MANAGEMENT ASSOCIATION
   SummerFest
      Milwaukee's Lake Front, Milwaukee, Wisconsin
         Contact: 815-469-2935 or http://www.turnaround.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mystic Blue Boat Cruise
         Navy Pier, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Networking Event
         Location TBA, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Charity Networking Event
         Loews Hotel, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23-24, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Financial Restructuring 101 & 102
         The Flatotel, New York, New York
            Contact: http://www.frallc.com/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, South Carolina
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Social Event
         Crystal Lake Golf Club, Lakeville, Minnesota
            Contact: 612-708-0258 or http://www.turnaround.org/

July 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Golf Tournament
         Kings Deer Golf Club, Monument, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

July 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, Florida
                  Contact: http://www.turnaround.org/

Aug. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 9, 2007
   BEARD AUDIO CONFERENCES
      Technology as a Competitive Advantage For Today's Legal
         Processes
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

Aug. 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Aug. 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Brew Pub & Pool Social
         Wynkoop Brewing Company, Denver, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

Aug. 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, Illinois
            Contact: http://www.nabt.com/

Aug. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Aug. 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs,
            New York
               Contact: http://www.turnaround.org/

Sept. 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, Nevada
               Contact: http://www.abiworld.org/

Sept. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lean Transformation at Current and Other Case Studies
         Denver Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 5, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown University Law Center
            Washington, District of Columbia

Oct. 9-10, 2007
   IWIRC
      Orlando, Florida
         IWIRC Annual Fall Conference
            Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Educational Program at NCBJ
         Orlando World Marriott, Orlando, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Mixer
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495 or http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver
            Contact: 206-223-5495 or www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
        TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 29, 2007
   TMA Arizona Chapter Meeting
      TURNAROUND MANAGEMENT ASSOCIATION
         Contact: http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495 or http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

April 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis
      Plaguing Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today's Legal
      Processes
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***