TCR_Public/070521.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 21, 2007, Vol. 11, No. 119

                             Headlines

ACXIOM CORP: Silver Lake Deal Cues S&P's Negative Watch
ACXIOM CORP: Silver Lake Merger Cues Moody's to Put Ba2 Rating
AGRICORE UNITED: Bid Support Doesn't Impact Rating, Moody's Says
ALFONZO VAUGHN: Case Summary & 18 Largest Unsecured Creditors
ALL AMERICAN: U.S. Trustee Appoints Seven-Member Committee

ALL AMERICAN: Court OKs Loeb & Loeb as Committee's General Counsel
ALL AMERICAN: Committee Retains Markowitz Davis as Local Counsel
ALLEGHENY ENERGY: CEO Discusses Company's Future Growth Path
AMERICAN ITALIAN: Further Extends Filing of Financial Statements
AMERIGAS PARTNERS: 2nd Qtr. 2007 Income Increases to $119 Million

AMERIQUEST MORTGAGE: Fitch Holds Low-B Ratings on 3 Cert. Classes
AMERIQUEST MORTGAGE: Fitch Affirms BB+ Rating on Class M-6 Issues
AMOS ACOFF: Case Summary & Ten Largest Unsecured Creditors
AMWINS GROUP: Moody's Rates $435MM Credit Facilities at Low-B
APRIA HEALTHCARE: Earns $19.1 Million in First Qtr. Ended March 31

ASSURED PHARMACY: Posts $777,000 Net Loss in Qtr Ended March 31
AWESOME ACQUISTION: S&P Rates Proposed First-Lien Facility at B-
AXCESS INT'L: Posts $1,810,251 Net Loss in Quarter Ended March 31
B&G FOODS: Debt Reduction Plans Cue Moody's to Review Ratings
BALL CORP: Earnings Increases to $81.2 Mil. in First Quarter 2007

BAYONNE MEDICAL: Wants Cain Brothers as Investment Banking Firm
BIO-RAD LABORATORIES: Inks Agreement to Acquire Diamed
BIO-RAD LABORATORIES: DiaMed Purchase Cues S&P to Hold Ratings
BONTEN MEDIA: S&P Places Corporate Credit Rating at B
BOSTON SCIENTIFIC: First Quarter Net Income Lowers to $120 Million

BOULDER SPECIALTY: S&P Rates Proposed $140 Million Facility at B-
BOYD GAMING: Earns $217.9 Million in First Quarter Ended March 31
C-BASS MORTGAGE: Moody's Puts Low-B Ratings on Two Cert. Classes
C-MAC ENVIRONMENTAL: Case Summary & 21 Largest Unsecured Creditors
CALPINE CORP: Names Norma F. Dunn VP for External Communications

CAPITAL GUARDIAN: S&P Cuts Ratings on Class B and C Notes
CATUITY INC: Posts Net Loss of $1,435,000 in Qtr Ended March 31
CELSIA TECH: Posts $1,117,000 Net Loss in Quarter Ended March 31
CHEMED CORP: Offers Up To $200 Million in Senior Convertible Notes
CHEMTURA CORP: Moody's Cuts Rating on $1.05 Billion Notes to Ba2

CINEMARK INC: Parent IPO Plan Cues S&P's Positive Watch
CIRCUS AND ELDORADO: Moody's Affirms B2 Ratings on Joint Venture
CLEAR CHANNEL: Shareholders Set to Vote on Merger Offer Tomorrow
CLEAR CHANNEL: Inks Second Amendment to Merger Agreement
COLUMBIA HOMES: Operations Discontinued by OceanFirst

COLUMBIA HOME: President Robert Pardes Resigns
COMM 2005: Fitch Holds Low-B Ratings on $77.7 Mil. Certificates
CONSTAR INT'L: March 31 Balance Sheet Upside-Down by $51.5 Million
CONTINENTAL ALLOYS: S&P Rates Proposed $180 Million Loan at B
CONTINENTAL ALLOYS: Moody's Rates Proposed $180MM Sr. Loan at B2

CSX CAPITAL: CSX Buyback Cues Moody's to Cut All Debt Ratings
CUSTOM FOOD: Gets Court Okay to Sell Business at a June 12 Auction
DAIMLERCHRYSLER AG: GMAC May Work With Chrysler, Wagoner Says
DAIMLERCHRYSLER: Workers Get $1.2 Bil. for Chrysler Pension Fund
DELPHI FINANCIAL: Prices $175MM Junior Debentures Public Offering

DORAL FINANCIAL: Fitch Cuts Ratings; Keeps Watch Negative
DORAL FINANCIAL: Moody's May Downgrade B2 Rating After Review
EAGLE BROADBAND: Sells Fiber Network to Optical Entertainment
ENERGY XXI: S&P Junks Rating on Proposed $700 Mil. Note Offering
ENERSYS: S&P Holds All Ratings & Revises Outlook to Stable

EPICOR SOFTWARE: S&P Holds BB- Rating on $100 Million Senior Loan
FASTENTECH INC: Completes 11-1/2% Sr. Subordinated Notes Offering
FASTENTECH INC: S&P Withdraws Ratings on Doncasters Acquisition
FEDERATED DEPARTMENT: Earns $36 Million in Quarter Ended May 5
FESTIVAL FUN: High Financial Risk Cues Moody's to Hold B3 Rating

FRESENIUS AG: Moody's Affirms Ba2 Corporate Family Rating
GOODYEAR TIRE: Underwriters Exercise Over-Allotment Option
GRANITE BROADCASTING: Judge Gropper Confirms Reorganization Plan
GRAPHIC PACKAGING: Inks $1.4 Million Credit Facility with Lenders
HEALTH NET: Moody's Puts Ba2 Rating on $300 Million Debt Issue

HEALTHSOUTH CORP: March 31 Balance Sheet Upside-Down by $2.2 Bil.
HIGHGATE LTC: Court to Appoint Trustee to Facilitate Asset Sale
HSI ASSET: Moody's Rates Class M-10 Certificates at Ba1
INN OF THE MOUNTAIN: Improvements Cue S&P's Positive Watch
INSIGHT HEALTH: March 31 Balance Sheet Upside-Down by $209,587,000

INSURANCE AUTO: EBITDA Climbs to $15.8MM in Quarter Ended Dec. 31
ISOTIS S.A.: Ernst & Young LLP Raises Going Concern Doubt
JAY MILLER: Case Summary & 16 Largest Unsecured Creditors
JETBLUE AIRWAYS: Moody's Cuts Senior Unsecured Rating to Caa2
JOHN LUEDTKE: Case Summary & Seven Largest Unsecured Creditors

KATONAH X CLO: Moody's Rates $20 Million Class E Notes at Ba2
KB HOME: Fitch Comments on Likely Sale of Kaufman & Broad Stake
KB HOME: Fitch Puts Kaufman & Broad's Ratings on Watch Evolving
KRONOS INC: Moody's Junks Rating on $390 Mil. 2nd Lien Term Loan
LAKE AT LAS VEGAS: Moody's Junks Rating on Sr. Sec. 1st Lien Loan

LEAR CORP: Fitch Cuts & Withdraws Low B & Junk Ratings
LIBERTY BRANDS: A&A Tupelo Says Its Secured Claim is Miscalculated
LONG BEACH: S&P Puts D Ratings on Three Certificates
LONG BEACH: Moody's Junks Ratings on Five Certificate Series
MARK SILVERMAN: Case Summary & Six Largest Unsecured Creditors

MELT INC: Posts $549,632 Net Loss in Quarter ended March 31
METCARE RX: Seeks Court's Approval on Multiple Motions
MGM MIRAGE: Moody's Holds B2 Ratings of El Dorado Joint Venture
MICRON TECHNOLOGY: Prices $1.135 Billion Senior Notes' Offering
MICRON TECHNOLOGY: S&P Holds BB- Rating on $1.1 Billion Notes

MONEY CENTERS: Sherb & Co. Expresses Going Concern Doubt
MUELLER WATER: Prices $425 Million Sr. Subordinated Notes Offering
NASDAQ STOCK: Earnings Grow by $300,000 in First Quarter 2007
NAVIOS MARITIME: Commences Public Offering of 11.5MM Common Stock
NOBLE GROUP: Moody's Affirms Ba1 Rating on Upcoming Bond Issue

NORTH ATLANTIC: Moody's Further Junks Rating on $86 Mil. Sr. Notes
NORTHWEST AIRLINES: Chapter 11 Plan of Reorganization Confirmed
OMNOVA SOLUTIONS: Extends Senior Notes Tender Offering to May 22
OPTION ONE: Moody's Puts (P)Ba1 Rating on Class M10 Notes
PERI-WERK: High Profitability Cues Moody's to Lift Rating to Ba1

POPE & TALBOT: Poor Cash Flow Cues Moody's to Further Cut Ratings
PRIME MEASUREMENT: Court Approves Fisher Phillips as Labor Counsel
PROVIDE GEMS: Losses Cue Fitch to Downgrade Ratings
QUIKSILVER: Brand Recognition Cues Moody's to Keep Ba3 Rating
RAAC TRUST: S&P Puts D Rating on Class B-2 Securities

RAG SHOP: Case Summary & 20 Largest Unsecured Creditors
RALI SERIES 2007-QH4: Moody's Puts Ba2 Rating on Class B Certs.
RAMBUS INC: Receives New NASDAQ Notice for Quarterly Filing Delay
RASC SERIES 2001-KS2: Moody's Junks Rating on Class M-I-3 Certs.
REMY INT'L: Moody's Further Cuts PDR Over Interest Payments

RICHARD BROWN SR: Case Summary & 15 Largest Unsecured Creditors
RUMFORD ENERGY: Files Chapter 7 Petition in New Hampshire
SANLUIS CORP: Fitch Affirms CCC+ Rating on $75 Million Notes
SANTORI TRUCKING: Case Summary & 19 Largest Unsecured Creditors
SCOTTISH RE: Moody's Affirms (P)Ba3 Rating After MassMutual Deal

SEQUA CORP: Debt Level Reduction Cues Moody's to Affirm B1 Rating
SILVER STAR: Posts $408,710 Net Loss in Quarter Ended March 31
SOLANGE CHADDA: Voluntary Chapter 11 Case Summary
SP NEWSPRINT: Likely Sale Prompts S&P's Developing Watch
STRUCTURED ASSET: Moody's Junks Rating on Two Certificate Classes

SUCCESSOR II: Moody's Rates $100 Million Series A Notes at B3
SUN MICROSYSTEMS: Earns $67 Million in Third Quarter 2007
SUN-TIMES: March 31 Balance Sheet Upside-Down by $369 Million
SWIFT ENERGY: Prices $250 Million Senior Notes' Offering
SWIFT ENERGY: Moody's Rates $250 Million Sr. Unsec. Notes at B1

SWIFT ENERGY: S&P Rates Proposed $250 Million Notes at BB-
SYLVEST FARMS: Wants Exclusive Ch. 11 Plan Filing Moved to Aug. 11
SYLVEST FARMS: Seeks Court Okay to Hire Reed Smith as Attorneys
TEPPCO PARTNERS: Moody's Puts Ba1 Rating on Proposed Bond Issue
TOUSA INC: Citigroup Agrees to Provide Up to $500 Mil. Financing

TOYS 'R' US: Form 10-K Filing Delay Cues S&P's Negative Watch
TRANSACT INC: Case Summary & 20 Largest Unsecured Creditors
TRANSAX INT'L: March 31 Balance Sheet Upside-Down by $3.2 Million
TRANSFIRST HOLDINGS: Moody's Junks Rating on Proposed Financing
TRANSFIRST HOLDINGS: S&P Rates Proposed $360 Million Facility at B

TRIPOS INC: Commonwealth Biotechnologies to Acquire Subsidiary
UNIVERSAL HOSPITAL: 10.125% Noteholders OK Amendment of Indenture
VALLEY OIL GROUP: Case Summary & 14 Largest Unsecured Creditors
VITALTRUST BUSINESS: Mulls Dividend Distribution to Shareholders
VULCAN ENERGY: S&P Holds BB Rating on $288 Million Term Loan

WATER PIK: S&P Rates $77 Million First-Lien Facility at B-

* MorrisAnderson & Associates Gets Mitchel Steiner to Lead NY Arm

* BOND PRICING: For the Week of May 14 - May 18, 2007

                             *********

ACXIOM CORP: Silver Lake Deal Cues S&P's Negative Watch
-------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on Little Rock Arkansas-based Acxiom Corp. on
CreditWatch with negative implications.
      
"The CreditWatch placement follows the announcement that Acxiom
has entered into a definitive agreement to be acquired by Silver
Lake and ValueAct Capital, in an all-cash transaction valued at
$3.0 billion, including approximately $756 million of outstanding
debt," said Standard & Poor's credit analyst Philip Schrank.  The
merger agreement provides that Acxiom may solicit and entertain
proposals from other companies during the next 60 days.
     
The ratings on Acxiom's existing senior secured bank facility were
not placed on CreditWatch, as the term loans and any amounts
outstanding under the revolving credit facility are expected to be
refinanced as part of the transaction.  S&P will review the
financial terms of the acquisition and their assessment of
management's business strategy in order to resolve the CreditWatch
listing.

Acxiom Corporation -- http://www.acxiom.com/-- (Nasdaq: ACXM)  
integrates data, services and technology to create and deliver
customer and information management solutions for many of the
largest, most respected companies in the world.  The core
components of Acxiom's innovative solutions are Customer Data
Integration technology, data products, database services, IT
outsourcing, consulting and analytics, and privacy leadership.
Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas.
The company also has locations in Europe (UK, France, Germany,
Spain, among others), Australia, China and Canada.  The company
also has a presence in Latin America and has strategic alliances
with certain companies in Argentina, Brazil and Mexico.


ACXIOM CORP: Silver Lake Merger Cues Moody's to Put Ba2 Rating
--------------------------------------------------------------
Moody's Investors Service placed Acxiom Corporation's Ba2
corporate family and secured credit facility ratings on review for
possible downgrade, prompted by the company's May 16, 2007,
announcement that it has entered into a definitive agreement to be
acquired by Silver Lake and ValueAct Capital in an all-cash
transaction valued at $3.0 billion, including the assumption of
approximately $756 million of debt.

"Moody's expects that conclusion of the review has a high
probability to result in a multi-notch ratings downgrade, given
the proposed transaction's size and likely use of debt to finance
the acquisition" commented John Moore, Vice President/Senior
Analyst at Moody's Investors Service.  The offer, at $27.10 in
cash per share, represents an approximate 20% premium over
Acxiom's average closing price during the 30 trading days ended
May 16, 2007.

The merger agreement provides that Acxiom may solicit and
entertain proposals from other companies during the next 60 days.
The transaction is expected to close by September 30, 2007.

Ratings placed on review for possible downgrade:

   -- Senior secured Term Loan due September 2012 rated Ba2

   -- Senior secured revolving credit facility expiring
      September 2011 rated Ba2

   -- Ba2 Corporate Family Rating

Headquartered in Little Rock, Arkansas, Acxiom Corporation
(Nasdaq: ACXM) -- http://www.acxiom.com/-- integrates data,  
services and technology to create and deliver customer and
information management solutions for many of the largest, most
respected companies in the world.  The core components of Acxiom's
solutions are Customer Data Integration technology, data, database
services, IT outsourcing, consulting and analytics, and privacy
leadership.

Founded in 1969, Acxiom has locations throughout the United
States, in Europe particularly in France and Germany, and in
Australia and China in the Asia-Pacific region.  Acxiom has a
team of specialists with sales and business development
associates based in the largest Latin American markets: Brazil,
Argentina and Mexico.


AGRICORE UNITED: Bid Support Doesn't Impact Rating, Moody's Says
----------------------------------------------------------------
Moody's Investors Service stated that the recent announcement that
Agricore United has agreed to support a revised all cash bid from
Saskatchewan Wheat Pool Inc. has not, at this point, had any
impact on the review for possible downgrade of Agricore United's
long term ratings.

The company's Ba3 corporate family rating and other ratings were
placed on review for possible downgrade on April 19, 2007 when
Agricore United had accepted a revised all cash bid from privately
held James Richardson International Limited.  Agricore United's
speculative grade liquidity rating of SGL-2 is not on review.

Under the terms of the proposed merger, Agricore United's common
shareholders will receive cash of C$20.50 per share (approximately
C$1.2 billion) and preferred shareholders C$24 per share (about
C$26.4 million). The remaining component of the C$1.8 billion
consideration is the repayment or assumption by SWP of Agricore
United's debt. Archer Daniels Midland, a 28% shareholder, must
tender its shares to, and vote in favor of, a bona fide proposed
merger that has been recommended or accepted by Agricore United's
board unless ADM makes a proposal that is determined by Agricore
United's board to be more favorable. ADM has until the expiry of
the SWP's takeover bid, or before the date on which the
shareholders of Agricore United approve such a transaction, to
act. Moody's anticipates that the acquisition of Agricore United
by SWP will be completed as outlined.

Funding for SWP's bid will come from over C$900 million of common
equity and an approximately C$750 million 364-day bridge credit
agreement. Drawings of about C$350 million may initially be
required to pay for Agricore United's equity, with a combination
of additional drawings and asset-sale proceeds used to fund the
remainder of the transaction. Moody's expects SWP to be required
to refinance Agricore United's outstanding debt, given change of
control provisions in the instruments. SWP has agreements to sell
assets to JRI (for proceeds of about C$255 million) and to Cargill
Limited (C$70 million).

Moody's believes that there remain several material risks
surrounding the proposed transaction. SWP is only a little more
than half the size of Agricore United, and could be challenged to
integrate such a large acquisition in a timely fashion. And while
part of the proceeds to fund the acquisition is planned to come
from the sale of Agricore United assets, it is possible for the
planned asset sales to be delayed -- at which point availability
under the bridge facility would be insufficient to close the
transaction. In addition, Agricore United relies heavily on its
syndicated bank agreement for its seasonal working capital needs,
and that agreement's change of control provision will necessitate
either a refinancing or an amendment. Finally, if asset sales do
not materialize as planned, debt protection measures for the
combined entity could be weaker than those for Agricore United on
a stand-alone basis.

Moody's review will focus on the combined companies' post
transaction capital structure, growth prospects, and operating
plan including capital expenditures and the timing for realizing
$70 million synergies.

Agricore United, headquartered in Winnipeg, Canada, is a moderate
size agribusiness, with operations in grain handling, the
production and sale of crop production inputs, animal feed, and
the extension of financial services to the western Canadian
agricultural community. Agricore United's revenues for the fiscal
year ended October 31, 2006 were nearly C$3 billion.


ALFONZO VAUGHN: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Alfonzo Vaughn
        aka Alfonzo Vaughn, II
        14903 Dahlia Drive
        Bowie, MD 20721

Bankruptcy Case No.: 07-14111

Chapter 11 Petition Date: May 7, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Robert W. Thompson, Esq.
                  134 Holiday Court, Suite 301
                  Annapolis, MD 21401
                  Tel: (410) 841-5060

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Washington Mutual Bank                                 $809,000
11200 West Parkland Avenue
P.O. Box 3139
Milwaukee, WI 53201-3139

Specialized Loan Servicing,                            $624,000  
L.L.C.
P.O. Box 105219
Atlanta, GA 30348-5219

America's Servicing Company                            $260,000
P.O. Box 1820
Newark, NJ 07101-1820

Specialized Loan Service,                              $150,000
L.L.C.

Washington Mutual                                      $137,000

Chase                                                   $70,000
Westerville, OH

Jackson & Campbell, P.C.                                $50,000

Chase                                                   $25,000
Wilmington, DE

Citicards                                               $22,000

Cardmember Service                                      $18,000

Americredit                                             $13,000

Sallie Mae L.S.C.F.                                      $8,000

84 Lumber                                                $6,000
El Paso, TX

84 Lumber                                                $5,000
Orlando, FL

Access Capital Credit                                    $5,000

Home Depot Credit Service                                $2,500

C.C.S.                                                   $2,000

Sprint                                                   $2,000


ALL AMERICAN: U.S. Trustee Appoints Seven-Member Committee
----------------------------------------------------------
The U.S. Trustee for Region 21 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in All American
Semiconductor Inc. and its debtor-affiliates' chapter 11 case:

     a. James Jones
        General Counsel
        IXYS Corporation
        3450 Bassett Street
        Santa Clara, CA 95054
        Tel: (408) 982-0700
        Fax: (408) 748-9788

     b. James Kwon
        Vice President
        Samsung Semiconductor Inc.
        c/o Simon Aron
        Wolf, Rifkin, Shapiro & Schulman, LLP
        11400 W. Olympic Blvd. 9ht floor
        Los Angeles, CA 90064
        Tel: (310) 478-4100
        Fax: (310) 479-1422

     c. Wade Olsen
        Treasurer
        AMIS Holdings Inc.
        Ami Semiconductors Inc.
        2300 Buckskin Road
        Pocatello, ID 83201
        Tel: (208) 234-6045
        Fax: (208) 234-6718

     d. Patrick M. Cotter
        VP Administration and Control
        Kyocera Industrial Ceramics Corporation
        5713 E. Fourth Plain Blvd
        Vancouver, WA 98661
        Tel: (360) 750-6131
        Fax: (360) 696-9804

     e. Michele Marsh
        Director of Administration
        Optrex America Inc.
        46723 Five Mile Road
        Plymouth, MI 48170
        Tel: (734) 781-4880
        Fax: (734) 416-9178

     f. Mario Zinicola
        Director of Corp. Credit
        Sharp Electronics Corporation
        1 Sharp Plaza
        Mahwah, NJ 07430
        Tel: (201) 760-5377-478-4100
        Fax: (201) 529-9626

     g. R. Michael Drake
        Director Finance
        Powerex Inc.
        173 Pavilion Lane
        Youngwood, PA 15697
        Tel: (724) 925-4457
        Fax: (724) 925-4393

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

                 About All American Semiconductor

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

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


ALL AMERICAN: Court OKs Loeb & Loeb as Committee's General Counsel
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida gave the Official Committee of Unsecured Creditors in All
American Semiconductor Inc. and its debtor-affiliates' bankruptcy
cases permission to employ Loeb & Loeb LLP as its general counsel,
nunc pro tunc to May 2, 2007.

The firm is expected to:

     a. provide the Committee with legal advice with respect to
        its rights, duties and powers in the Debtors' cases;

     b. advise and consult with the Committee concerning various
        legal, financial and operational issues arising in the
        administration of the Debtors' estates;

     c. advise and consult with the Committee concerning the
        unsecured creditors' rights and remedies with regard to
        the assets of the Debtors' estates and the claims of
        secured, priority and general unsecured creditors and
        other parties in interest;

     d. prosecute, defend and represent the Committee's interests
        in actions arising in or related to the Debtors' cases;

     e. assist in the preparation of pleadings, motions, notices
        and orders as are required for the orderly administration
        of the rights of the Committee and general unsecured
        creditors;

     f. consult with the Debtors concerning the administration of
        their cases;

     g. investigate the acts, conduct, assets, liabilities and
        financial condition of the Debtors, the operation of the
        Debtors' business and the desirability of the continuance
        of the business;

     h. participate in the formulation of a plan, including the
        collection and filing with the Court acceptances or
        rejections of a plan;

     i. request the appointment of a trustee or examiner under
        Section 1104 of the Bankruptcy Court, if applicable and
        necessary; and

     j. perform other services as are in the best interest of
        general unsecured creditors.

The firm's professional billing rates are:

     Designation              Hourly Rate
     -----------              -----------
     Attorneys                 $240-$875
     Legal Assistants          $105-$325
     Paralegals                $105-$325
   
William M. Hawkins, Esq., an attorney of the firm, assured the
Court that he does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Hawkins can be reached at:

     William M. Hawkins, Esq.
     Loeb & Loeb LLP
     345 Park Avenue
     New York, New York 10154-1895
     Tel: (212) 407-4000
     Fax: (212) 937-3326
     http://wwww.loeb.com/

                 About All American Semiconductor

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

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


ALL AMERICAN: Committee Retains Markowitz Davis as Local Counsel
----------------------------------------------------------------
The United States Bankruptcy Court Southern District of Florida
approved the application of the Official Committee of Unsecured
Creditors in All American Semiconductor Inc. and its debtor-
affiliates' bankruptcy cases to employ Markowitz, Davis, Ringel &
Trusty, P.A., as its local counsel, nunc pro tunc May 2, 2007.

The firm is expected to:

     a. provide the Committee with legal with legal advice with
        respect to its rights, duties and powers in this case;

     b. advise and consult with the Committee concerning various
        legal, financial and operational issues arising in the
        administration of the Debtors' estates;

     c. advise and consult with the Committee concerning the
        unsecured creditors' rights and remedies with regard to
        the assets of the Debtors' estates and the claims of
        secured, priority and general unsecured creditors and
        other parties in interest;

     d. prosecute, defend and represent the Committee's interests
        in actions arising in or related to the Debtors' case;

     e. assist in the preparation of pleadings, motions, notices
        and orders as are required for the orderly administration
        of the rights of the Committee and general unsecured
        creditors;

     f. consult with Debtors concerning the administration of the
        case;

     g. investigate the acts, conduct, assets, liabilities and
        financial condition of the Debtors, the operation of the
        Debtors' business and the desirability of the continuance
        of the business;

     h. participate in the formulation of a plan, including the
        collection and filing with the Court acceptances or
        rejections of a plan;

     i. request the appointment of a trustee or examiner under 11
        U.S.C. Section 1104, if applicable and necessary; and

     j. perform other services as are in the best interest of
        general unsecured creditors.

The firm's professional billing rates are:

     Designation            Hourly Rate
     -----------            -----------
     Attorneys               $200-$495
     Legal Assistants         $80-$150
     Paralegals               $80-$150

Jerry M. Markowitz, Esq., a shareholder of the firm, assures the
Court that he does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Markowitz can be reached at:

     Jerry M. Markowitz, Esq.
     Markowitz, Davis, Ringel & Trusty, P.A.
     9130 South Dadeland Boulevard
     Two Datran Center, Suite 1225
     Miami, Florida 33156-7849
     Tel: (305) 670-5000
     Fax: (305) 670-5011
     http://www.mdrtlaw.com/

                 About All American Semiconductor

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

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


ALLEGHENY ENERGY: CEO Discusses Company's Future Growth Path
------------------------------------------------------------
Paul J. Evanson, CEO of Allegheny Energy Inc., outlined the
company's plan for future growth at the annual meeting of
shareholders, while also recognizing the financial progress that
has occurred in the four years since the company was on the brink
of bankruptcy.

"This has been an extraordinarily successful turnaround, as our
recent return to an investment grade credit rating indicates,"
Evanson said.  "But the really good news is the story is not over,
because we are at the beginning of a strong growth phase."

Evanson joined Allegheny in June 2003, shortly after the investor-
owned utility suffered a convergence of crises that nearly
collapsed the company.  A foray into energy trading, liquidity
crises and crushing debt combined to make bankruptcy a distinct
possibility.

Since Evanson joined the company, management has sold non-core
assets, reduced debt by more than $2.5 billion, driven down costs
and improved operational performance.

Significantly, Allegheny returned to investment grade rating
earlier this month when Standard & Poor's upgraded the company's
corporate credit rating from BB+ to BBB-.  The company had not
held an investment grade credit rating since October 2002.

The company's growth plan includes investing in transmission
expansion, a transition to market-based pricing and achieving top-
quartile operating performance at its generating facilities.

"We're well-positioned to continue our success through the end of
the decade and beyond," Evanson told shareholders.  "Allegheny is
now one of the best growth stories in the industry."

                     Annual Meeting Results

During the business session of the annual meeting, shareholders
overwhelmingly reappointed all nine members of the Board of
Directors.  In addition to Evanson, members of the Board are H.
Furlong Baldwin, Eleanor Baum, Cyrus F. Freidheim, Jr., Julia L.
Johnson, Ted J. Kleisner, Steven H. Rice, Gunnar E. Sarsten and
Michael H. Sutton.

PricewaterhouseCoopers, LLP was reappointed as Allegheny's
independent registered public accounting firm for 2007.

As recommended by the Board of Directors, stockholders rejected
four shareholder proposals, including one regarding separating the
roles of the Chairman of Board and the Chief Executive Officer.
Stockholders approved shareholder proposals to amend corporate
governance documents to implement majority voting for the election
of Directors, to give holders of at least 10% to 25% of
outstanding common shares the ability to call a special
stockholder meeting, and to adopt a policy regarding performance-
based stock options.  The board will be considering these
proposals.

                      About Allegheny Energy

Based in Greensburg, Pennsylvania, Allegheny Energy, Inc.,
(NYSE:AYE) -- http://www.alleghenyenergy.com/-- is an investor-
owned utility consisting of two major businesses.  Allegheny
Energy Supply owns and operates electric generating facilities,
and Allegheny Power delivers low-cost, reliable electric service
to customers in Pennsylvania, West Virginia, Maryland and
Virginia.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on diversified energy company Allegheny Energy Inc., its
utility subsidiaries, Monongahela Power Co., West Penn Power Co.,
and Potomac Edison Co., and its unregulated generation company,
Allegheny Energy Supply Co. LLC, to 'BBB-' from 'BB+'.
     
The outlook is stable.  The rating action affects nearly
$3.3 billion of debt, excluding securitized debt.  The upgrade
reflects the company's successful operations and maintenance cost
reductions and significant credit metric improvement.


AMERICAN ITALIAN: Further Extends Filing of Financial Statements
----------------------------------------------------------------
American Italian Pasta Company disclosed that its report on Form
10-Q for the period ended March 30, 2007, could not be filed with
the Securities and Exchange Commission on a timely basis due to an
internal investigation conducted by its Audit Committee.  This is
the second notice of a filing extension the company filed with the
SEC for its Form 10-Q for the period ended March 30, 2007.  

The company has also extended the filing of its annual report on
Form 10-K for the fiscal year 2005 due to necessary restatements.  
The company has substantially completed its review of historical
accounting matters and is finalizing its conclusions and preparing
its fiscal year 2005 financial statements and restatements of its
financial statements for fiscal year 2004 and prior periods.  
Currently, the company is completing the accumulated financial
information for its fiscal year 2006 financial statements.  
However, the company notes of the extensive time associated with
the review of the complex historical accounting issues by the
company and its independent accountants, and the recent temporary
absence of a key accounting executive.

Converse to what was previously disclosed that the company
anticipates to file its annual 2005 and 2006 reports on Form 10-K
by the ended of May 2007 and June 2007, respectively, the company
will not file its Form 10-K for fiscal year 2005 by the end of
May 2007, but expects to file both annual reports concurrently.

The company has provided an update on developments regarding its
credit facility, the progress of the restatement of its historical
financial statements, and its status with the New York Stock
Exchange.  The company and its lenders have agreed to an amendment
to the credit facility.  The amendment provides, among other
things, the extension of certain financial reporting covenants.  
The NYSE suspended trading in the company's shares prior to the
opening of trading on Dec. 20, 2006.  Currently, the company's
shares are quoted on the Pink Sheets, an electronic quotation
service for securities traded over-the-counter, under the symbol
AITP or AITP.PK.

                   About American Italian Pasta

Based in Kansas City, Missouri, American Italian Pasta Company --
http://www.aipc.com/-- is a producer and marketer of dry pasta in  
North America.  Founded in 1988, American Italian Pasta currently
has five plants that are located in Excelsior Springs, Missouri;
Columbia, South Carolina; Tolleson, Arizona; Kenosha, Wisconsin
and Verolanuova, Italy.  The company has about 600 employees
located in the U.S. and Italy.


AMERIGAS PARTNERS: 2nd Qtr. 2007 Income Increases to $119 Million
-----------------------------------------------------------------
AmeriGas Partners L.P. reported net income of $119.9 million
during the 2007 three-month period, as compared with $78.8 million
the prior-year period.  The increase in net income principally
reflects the effects of colder weather than in 2006 and the
absence of a $17.1 million loss on extinguishment of debt
associated with fiscal 2006 debt refinancings.

Revenues for the second quarter 2007 were $809.8 million, versus
$718.1 million a year ago due to higher sales volumes and higher
retail selling prices.  Operating and administrative expenses
increased $14.1 million during the quarter reflecting higher
employee compensation and benefits expenses, higher vehicle
expenses and repair and maintenance expenses.

                       Financial Condition

The partnership's balance sheet at March 31, 2007, reflected total
assets of $1.7 billion, minority interest of $11.9 million, total
liabilities of $1.3 billion, and total partners' capital of
$360.6 million.

Long-term debt outstanding at March 31, 2007, totaled
$932.8 million, including current maturities of $1.4 million, as
compared with $933.7 million, including current maturities of
$1.8 million at Sept. 30, 2006.

AmeriGas OLP's Credit Agreement expires on Oct. 15, 2011, and
consists of a $125 million Revolving Credit Facility and a
$75 million Acquisition Facility.

A full-text copy of the company's second quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f87

Eugene V. N. Bissell, chief executive officer of AmeriGas, said,
"I am happy to report record earnings for AmeriGas.  During the
second quarter, we exceeded our own expectations and earned the
highest quarterly EBITDA in the history of the partnership.  Based
on these strong second quarter results, we now are forecasting
EBITDA for the fiscal year ending Sept. 30, 2007, to reach a new
record range of $280 million to $290 million, excluding the
previously-announced gain on the pending sale of our Arizona
storage terminal.  Today, AmeriGas announced a distribution
increase of 5%. The increase, which is larger than our stated
annual objective of 3%, allows us to share the record results
directly with our unit holders."

             Pending Sale of Arizona Storage Facility

In February 2007, the partnership signed a definitive agreement
with Plains LPG Services L.P. to sell its 3.5 million barrel
liquefied petroleum gas storage terminal located near Phoenix, AZ
for about $52 million.  The partnership expects the transaction to
close before the end of its third fiscal quarter ending June 30,
2007.  In addition, the partnership expects to record a gain of
about $46 million to $48 million associated with this transaction.

                     About AmeriGas Partners

AmeriGas Partners L.P. (NYSE: APU) -- http://www.amerigas.com/--  
is a retail propane marketer, serving nearly 1.3 million customers
from over 600 locations in 46 states.  UGI Corporation (NYSE: UGI)
through its subsidiaries owns 44% of the Partnership and
individual unit holders own the remaining 56%.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Fitch Ratings affirmed AmeriGas Partners L.P.'s 'BB+' senior
unsecured notes and issuer default rating.  The Rating Outlook is
Stable.


AMERIQUEST MORTGAGE: Fitch Holds Low-B Ratings on 3 Cert. Classes
-----------------------------------------------------------------
Fitch has taken rating actions on the following classes of
Ameriquest Mortgage Securities Inc. home equity issues:

  QUEST 2003-X4

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'A';
     -- Class M-2 affirmed at 'BBB';
     -- Class M-3 downgraded from 'BB-' to 'CC/DR3'.
     
  QUEST 2005-X2

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

  QUEST 2006-X1

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

The affirmations, affecting approximately $335 million of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.

In QUEST 2003-X4, class M-3 (approximately $2.27 million) is
downgraded due to deterioration in the relationship between CE and
expected losses.  Monthly losses have exceeded the available
excess spread in recent months, which has caused deterioration in
the overcollateralization amount.  Monthly losses have exceeded
excess spread by an average of approximately $210,000 over the
last nine months, leaving only $4.04 million in OC protecting the
M-3 bond.

As of the April distribution date, the transactions listed above
are seasoned from 13 (2006-X1) to 41 (2003-X4) months.  The pool
factors (current principal balance as a percentage of original)
range approximately from 21% (2003-X4) to 73% (2006-X1).

The Quest loans, the non-performing/re-performing sector for
Ameriquest Mortgage Securities Inc., were either originated or
acquired by Ameriquest Mortgage Company.  Ameriquest Mortgage
Company serves as the servicer for the loans in both of these
sectors and is rated 'RPS3+' by Fitch.


AMERIQUEST MORTGAGE: Fitch Affirms BB+ Rating on Class M-6 Issues
-----------------------------------------------------------------
Fitch Ratings has affirmed the following Ameriquest Mortgage
Securities Inc. home equity issues:

  AMSI 2004-R3

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

  AMSI 2004-R12

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

The affirmations, affecting approximately $730 million of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.

The underlying collateral consists of fully amortizing 15 to
30-year fixed- and adjustable-rate mortgages secured by first
liens extended to subprime borrowers.  As of the April
distribution date, the transactions listed above are seasoned from
28 (2004-R12) to 26 (2004-R3) months.  The pool factors (current
principal balance as a percentage of original) range approximately
from 26% (2004-R3) to 32% (2004-R12).

The AMSI loans, the retail sector for the Ameriquest Mortgage
Securities Inc., were either originated or acquired by Ameriquest
Mortgage Company (rated 'RPS3+' by Fitch), who is the servicer for
the loans.


AMOS ACOFF: Case Summary & Ten Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Amos Acoff
        1015 Gayley Avenue, Suite 1217
        Los Angeles, CA 90024

Bankruptcy Case No.: 07-13734

Chapter 11 Petition Date: May 8, 2007

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Jayne T. Kaplan, Esq.
                  1112 Fair Oaks Avenue
                  South Pasadena, CA 91030
                  Tel: (626) 799-1122

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's Ten Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Executive Investments            investment             $60,000
546 North Virgil,
Suite 294
Los Angeles, CA 90004-2371

L.A. Healthcare Federal          car loan               $26,000
Credit Union
P.O. Box 17159
Los Angeles, CA 90014-0159

Chase Credit Card                credit card            $19,000
P.O. Box 94104
Palatine, IL 60094-4014

Meridian Condominiums            homeowner's            $18,000
                                 association
                                 dues

Dr. Koko Keledjian               loan                   $15,000

Harris Properties                homeowner's            $15,000
                                 association
                                 dues

Heather Village Association      homeowner's            $14,000
                                 association
                                 dues

Skyline Condominiums             homeowner's            $14,000
                                 association
                                 dues

Dennis Murphy, C.P.A.            accounting              $8,000
                                 services

Wells Fargo Card Services        credit card             $3,000


AMWINS GROUP: Moody's Rates $435MM Credit Facilities at Low-B
-------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to AmWINS Group, Inc.  The rating agency has also assigned
ratings to the credit facilities being arranged in connection with
a proposed recapitalization of the company.  The rating outlook
for AmWINS is stable.

The proposed credit facilities include:

   -- a $50 million first-lien revolver (rated B2),
   -- a $285 million first-lien term loan (rated B2), and
   -- a $100 million second-lien term loan (rated B3).

Net proceeds from the transaction will be used to:

   -- repay existing debt of approximately $173 million;

   -- fund a dividend to owners; to fund potential acquisitions,
      including the planned acquisition of American Equity
      Underwriters;

   -- pay related fees and expenses; and

   -- for general corporate purposes.

The credit facilities will be secured by substantially all assets
of AmWINS and guaranteed by substantially all of its subsidiaries.

According to Moody's, the ratings reflect the issuer's strong
position in the wholesale brokerage market, its diversified
revenues and its record of healthy organic growth. The firm also
benefits from broad ownership participation among core producers
and managers. These strengths are offset by the issuer's
considerable financial leverage and modest fixed charge coverage,
along with the general softening of rates in the property &
casualty insurance market. Moody's expects that AmWINS will
continue to expand through a combination of organic growth and
acquisitions, noting that the company has a favorable track record
in integrating acquisitions.

Moody's cited three factors that could lead to an upgrade of the
AmWINS ratings:

     (i) adjusted EBITDA coverage of interest consistently
         exceeding 3.0 times,

    (ii) free-cash-flow-to-debt ratio consistently exceeding 8%,
         and

   (iii) adjusted debt-to-EBITDA ratio consistently below 4.5
         times.

Moody's cited three factors that could lead to a downgrade of the
ratings:

     (i) adjusted EBITDA coverage of interest below 1.5 times,

    (ii) adjusted debt-to-EBITDA ratio above 5.5 times for an
         extended period, or

   (iii) a prolonged period with no organic growth.

AmWINS, based in Charlotte, North Carolina, ranks among the
largest US wholesale insurance brokers in terms of premiums
placed. Wholesale brokers act as intermediaries between retail
brokers and insurance carriers on unusual risks. The wholesalers
place most such risks with excess & surplus carriers or other
specialty carriers. AmWINS generates business through more than 30
branch offices across the US. The company placed over $3 billion
of premiums during 2006, generating revenues in excess of
$185 million.


APRIA HEALTHCARE: Earns $19.1 Million in First Qtr. Ended March 31
------------------------------------------------------------------
Apria Healthcare Group Inc. disclosed that for the first quarter
ended March 31, 2007, its revenues were $389.3 million, which
represents a 5.8% increase compared to revenues of $368.1 million
in the first quarter of 2006.  First quarter 2007 net income was
$19.1 million, an increase of 18.7% from $16.1 million in the
first quarter of 2006.  

Gross margins were 65.4% in the first quarter of 2007, compared to
65.5% reported in the first quarter of last year.  The provision
for doubtful accounts as a percentage of net revenue was 2.5%,
compared to 2.8% in the comparable period last year. Days sales
outstanding were 49 days at March 31, 2007, down from 56 days at
March 31, 2006.  This improvement is a direct result of increased
cash collections resulting from initiatives to optimize billing
processes and to increase patient co-payments.  Selling,
distribution and administrative expenses were 53.1% of net
revenues in the first quarter of 2007, compared to 53.7% of net
revenues in the first quarter last year.

At March 31, 2007, the company posted total assets of $1.2 billion
and total liabilities of $725.2 million, resulting in a total
stockholders' equity of $442.5 million.

                  Liquidity and Capital Resources

Free cash flow was $12.3 million in the first quarter of 2007, up
from a negative $700,000 in the first quarter of 2006.  
Contributing to the increase in free cash flow was a reduction in
capital expenditures and strong cash collections of receivables.  
Total net capital expenditures in the first quarter of 2007 were
8.4% of net revenue versus 10.6% in the first quarter of 2006.  
The reduction in capital expenditures is primarily attributable to
our initiatives to improve asset utilization.

During the quarter, the company reduced its revolving credit line
balance by $25 million.  As of March 31, 2007, the outstanding
balance on the revolver was $210 million.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f89

"We are pleased with our overall performance in the first
quarter," said Lawrence M. Higby, chief executive officer.  
"Growth over the prior year is encouraging and our operational
programs continue to yield additional improvements.  We still have
work to do in 2007 in both operations and sales, but the quarter
gives us a good foundation on which to build."

"The incremental improvements in bad debt expense and DSO are
particularly notable because these metrics are traditionally
higher in the first quarter due to a significant industry-wide
volume of payor changes and deductibles."

                      About Apria Healthcare  

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. (NYSE: AHG) -- http://www.apria.com/-- provides home  
respiratory therapy, home infusion therapy and home medical
equipment through about 500 branches serving patients in all 50
states.

                          *     *     *

Apria Healthcare currently carries Standard & Poor's Ratings
Services' BB+ rating with a Stable Outlook.


ASSURED PHARMACY: Posts $777,000 Net Loss in Qtr Ended March 31
---------------------------------------------------------------
Assured Pharmacy Inc. reported a net loss of $777,000 on sales of
$2,734,000 for the first quarter ended March 31, 2007, compared
with a net loss of $797,000 on sales of $1,516,000 for the same
period last year.

Gross profit increased to $744,939, or approximately 27% of sales,
for the three months ended March 31, 2007, as compared to gross
profit of $409,671, or approximately 27% of sales, for the three
months ended March 31, 2006.

The decrease in net loss was primarily attributable to increased
gross profit during the reporting period.

During the three months ended March 31, 2007, interest expense
increased to $143,000, compared to $46,000 for the three months
ended March 31, 2006.  

At March 31, 2007, the company's balance sheet showed $3,418,000
in total assets, $4,634,000 in total liabilities, and $663,000 in
minority interest, resulting in a $1,879,000 total stockholders'
deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $2,304,000 in total current assets
available to pay $4,304,000 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?1f67

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 17, 2007,
Miller, Ellin & Company LLP expressed substantial doubt about
Assured Pharmacy Inc.'s ability to continue as a going concern
after auditing the company's financial statements as of the years
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's negative cash flow from operations of about $3.7 million
in 2006, accumulated deficit of about $19.7 million at Dec. 31,
2006, and recurring losses from operations.

                      About Assured Pharmacy

Based in Irvine, California, Assured Pharmacy Inc., fka eRXSYS
Inc. (OTC BB: APHY.OB) -- http://www.assuredpharmacy.com/ --
operates a pharmacy chain that fulfills prescriptions for patients
with chronic pain and other long-term care conditions.  Assured
Pharmacy has agreements with major health plan administrators and
prescription compounders licensed by the DEA to provide controlled
substances in all 50 states.  The company currently operates five
retail locations on the west coast, with two in California (Santa
Ana and Riverside), one in Oregon (Portland), and one in
Washington (Kirkland/Seattle).


AWESOME ACQUISTION: S&P Rates Proposed First-Lien Facility at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Coppell, Texas-based Awesome Acquistion Co. L.P.,
the owner and operator of CiCi Enterprises L.P. and JMC Restaurant
Distribution L.P.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B-' bank loan
and '3' recovery ratings to the company's proposed first-lien
credit facility, which consists of a $117.5 million senior secured
term loan B due in 2013 and a $15 million revolving credit
facility due in 2012.  The '3' recovery rating indicates the
expectation for meaningful (50%-80%) recovery of principal in the
event of default.

Standard & Poor's also assigned a 'CCC' rating and '5' recovery
rating to the company's second-lien credit facility, a $40 million
term loan due in 2014.  The '5' recovery rating indicates the
expectation for negligible (0%-25%) recovery in the event of
default.


AXCESS INT'L: Posts $1,810,251 Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
AXCESS International Inc. reported a net loss of $1,810,251 on
sales of $1,023,023 for the first quarter ended March 31, 2007,
compared with a net loss of $632,110 on sales of $453,563 for the
first quarter of 2006.  The increase in the net loss is a result
of the increase in research and development for the next
generation RFID platform, the gain on the sale of the video
patents in 2006 and increased selling and marketing activities
offset by increased gross margin.

The increase in sales relates to the Barbados Contract awarded in
January 2007.

"I am pleased to say that AXCESS achieved a significant increase
in revenues in the first quarter, up 216% from the previous
quarter," said Allan Griebenow, president and chief executive
officer of AXCESS.  

Mr. Griebenow further stated, "We are also forecasting record 2007
revenue.  The RFID market continues to mature and evolve toward
our robust, low cost active RFID system architecture and
application solutions.  We continue to be best-of-breed in
automating the identification, inventory, location, protection and
condition monitoring of personnel, assets, and vehicles in and
around the enterprise."

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 16, 2007,
Hein & Associates LLP expressed substantial doubt on AXCESS
International Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations and continued
dependence upon access to additional external financing.

The auditing firm further said that the company may be forced to
seek protection under federal bankruptcy laws if it is unable to
generate profitable operations or raise additional capital.

At March 31, 2007, the company's balance sheet showed $2,207,835
in total assets and $5,703,699 in total liabilities, resulting in
a $3,495,864 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $2,058,604 in total current assets
available to pay $5,703,699 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?1f8c

                    About AXCESS International

Headquartered in Dallas, AXCESS International Inc. (OTC BB: AXSI)
-- http://www.axcessinc.com -- provides Radio Frequency  
Identification (RFID) solutions and Real Time Location Systems
(RTLS) for asset management, physical security and supply chain
efficiencies.  The battery-powered "active" and "semi-active" (on-
demand) RFID tags locate, identify, track, monitor, count, and
protect people, assets, inventory, and vehicles.  


B&G FOODS: Debt Reduction Plans Cue Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service placed the B3 senior unsecured notes of
B&G Foods, Inc. on review for possible upgrade following the
announcement that the company plans to reduce debt that is more
senior with a portion of the proceeds of a proposed common stock
issuance.  LGD assessments for both this debt instrument and
others are also subject to change after the equity issuance.  
Moody's affirmed B&G's other ratings, including the B2 corporate
family rating, and maintained a stable rating outlook.

Ratings on review for possible upgrade:

   -- $240 million 8% senior unsecured notes due 2011 at B3

Ratings affirmed, with LGD assessments subject to change post-
transaction:

   -- Corporate family rating at B2

   -- Probability of Default rating at B2

   -- $25 million senior secured revolving credit agreement due
      2011 at Ba2 (LGD2, 16%)

   -- $230 million senior secured term loan C due 2013 at Ba2
      (LGD2, 16%)

   -- $166 million 12% senior subordinated notes due 2016 at
      Caa1 (LGD5,89%)

B&G plans to issue at least 13.9 million Class A shares at a price
between $12 and $14 per share. At $13 per share, proceeds of about
$180.7 million will be applied to the repurchase of outstanding
Class B shares for $82.4 million and to a $85.3 million repayment
of the company's term loan C. The reduction in the term loan C,
which is senior secured, lowers the amount of debt that ranks
ahead of B&G's senior unsecured notes. Should proceeds from the
common equity issuance be of the size currently anticipated and be
applied as expected, the rating on the senior unsecured notes
could be raised to B2.

The planned equity issuance will strengthen what Moody's had
previously considered to be weak credit metrics, given lower post-
transaction annual interest expense and debt levels, despite
higher annual dividend payments. The expected improvement in
debtholder protection measures is a credit positive, however, the
anticipation of modestly stronger credit metrics is not sufficient
to warrant a higher rating or a positive rating outlook. B&G must
still integrate the recently acquired Cream of Wheat assets and
must grow Cream of Wheat revenues and EBITDA over the intermediate
term, halting the multi-year sales decline under Kraft.

B&G's B2 corporate family rating reflects the company's relatively
stable cash flow, good product diversification, and double-digit
EBITA margins -- all of which are stronger than for a typical B2
company. These strengths are offset by the maturity of many of the
company's brands and by a growth strategy that has relied on
leveraged acquisitions. Moody's analyzes B&G's operations in the
context of the Rating Methodology for Global Packaged Goods
Companies. Using the 16 rating factors cited in this methodology
and proforma credit metrics for December 2006 with a full year of
Cream of Wheat and Cream of Rice, B&G's rating would score a B1 --
one notch higher than the company's actual B2 rating. The
company's actual rating reflects the significant weight that
Moody's places on both the company's task of halting the decline
in Cream of Wheat sales and on the event risk of future
acquisitions.

The stable rating outlook is based on Moody's expectation that
Cream of Wheat's sales will stabilize and that its margin will be
preserved over the intermediate term. Moody's also anticipates
that profit performance of B&G's other products will remain fairly
stable, despite rising input costs.

B&G Foods, Inc., based in Parsippany, New Jersey, is a
manufacturer and distributor of shelf-stable branded food products
including, among others, Ortega, Maple Grove Farms of Vermont, and
Bloch & Guggenheimer. Revenues for the fiscal year ended Dec. 30,
2006 were $411.3 million.


BALL CORP: Earnings Increases to $81.2 Mil. in First Quarter 2007
-----------------------------------------------------------------
Ball Corporation recorded net earnings of $81.2 million on net
sales of $1.7 billion for the three months ended April 1, 2007, as
compared with net earnings of $44.4 million on net sales of
$1.4 billion for the three months ended April 2, 2006.

The company recorded total assets of $5.9 billion, total
liabilities of $4.7 billion, and minority interest of
$1.1 million, resulting in a total shareholders' equity of
$1.2 billion.

                       Financial Condition

Cash flows used in operations were $107.7 million in the first
three months of 2007 compared to $171.8 million in the first three
months of 2006.  The improvement over 2006 was primarily due to
higher net earnings.

The company estimates 2007 capital spending to be about
$275 million, net of property insurance recoveries, compared to
2006 net capital spending of $218.3 million.

Interest-bearing debt increased to $2,598.9 million at April 1,
2007, compared to $2,451.7 million at Dec. 31, 2006, primarily due
to seasonal working capital needs, common stock repurchases and a
higher euro.

Total required contributions to the company's defined benefit
plans, not including the unfunded German plans, are expected to be
approximately $58 million in 2007.  As part of the company's
overall debt reduction plan, we anticipate contributing an
incremental $70 million to the company's North American pension
plans during the fourth quarter of 2007.

At April 1, 2007, about $554 million was available under the
company's multi-currency revolving credit facilities.  In
addition, the company had short-term uncommitted credit facilities
of $337 million at the end of the first quarter, of which
$168.1 million was outstanding.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f68

                         About Ball Corp.

Headquartered in Broomfield, Colorado, Ball Corporation (NYSE:
BLL) -- http://www.ball.com/-- is a supplier of high-quality  
metal and plastic packaging products and owns Ball Aerospace &
Technologies Corp., which develops sensors, spacecraft, systems
and components for government and commercial customers.  The
company employs 15,500 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on April 19, 2007,
Fitch Ratings has affirmed Ball Corp.'s Issuer Default Rating at
'BB'.  In addition, Fitch has affirmed these ratings for the
company: Senior secured revolving credit facility 'BB+'; Senior
secured term bank debt 'BB+'; and Senior unsecured notes 'BB'.

The Rating Outlook is Stable.  About $2.3 billion of debt is
covered by the ratings.


BAYONNE MEDICAL: Wants Cain Brothers as Investment Banking Firm
---------------------------------------------------------------
Bayonne Medical Center asks the U.S. Bankruptcy Court for the
District of New Jersey for authority to employ Cain Brothers &
Company LLC as its investment banking firm, nunc pro tunc to
May 11, 2007.

Cain Brothers will serve as the Debtor's exclusive investment
banking service provider in connection with any transaction.  

Specifically, Cain Brothers' services include:

     (a) preparing a memorandum that describes the Debtor's
         operations, management, results of operation and
         financial condition and incorporates current financial
         data and other appropriate information furnished by the
         Debtor;

     (b) developing a list of prospective purchasers of the Debtor
         and contacting and soliciting interest from prospective
         parties to a transaction;

     (c) reviewing and analyzing all indications of interest and
         proposals that are received by the Debtor and assisting
         the Debtor in negotiations with prospective parties to a
         transaction; and

     (d) assisting with the preparation of supporting documents
         needed to consummate a transaction.

The Debtor will pay Cain Brothers based on these rates:

     (a) Monthly Fee: The Debtor will pay Cain Brothers in cash a
         fee of $15,000 on the date an agreement is executed;

     (b) Transaction Fee: If a transaction is consummated, then
         the Debtor will pay Cain Brothers in cash, immediately
         upon the consummation, a Transaction Fee equal to the
         greater of $500,000 or 1.5% of the aggregate transaction
         value.  Any monthly fees that have been paid will be
         credited against the transaction fee;

     (c) Break Up Fee: If, following execution of the agreement,
         the Debtor elects to proceed with a restructuring rather
         than a sales transaction, Cain Brothers will be paid a
         break up fee equal to the greater of $325,000 or the
         product of 1.5% times the total amount of the
         restructured debt times 65%.  The Break Up Fee will be
         capped at and cannot under any circumstances exceed
         $500,000;

     (d) Exclusion: Cain Brothers understands that the Debtor has
         had extensive discussions with GP Medical Ventures.  If
         GP Medical Ventures purchases the Debtor, the Transaction
         Fee will be reduced by 20% as calculated in subsection
         (b) above; and

     (e) Out-of-Pocket Expenses: The Debtor agrees to reimburse
         Cain Brothers for all reasonable expenses incurred by
         Cain Brothers.  The Debtor gives Cain Brothers its
         approval for the first $15,000 increment upon execution
         of the agreement.

To the best of the Debtor's knowledge, Cain Brothers and its
employees do not have any connection with or any interest adverse
to the Debtor, its creditors, or any other party in interest, or
their respective attorneys and accountants.

                      About Bayonne Medical

Headquartered in Bayonne, New Jersey, Bayonne Medical Center --
http://www.bayonnemedicalcenter.org/-- provides healthcare  
services and operates a medical center.  The company filed for
Chapter 11 protection on April 16, 2007 (Bankr. D. N.J. Case No.
07-15195).  Stephen V. Falanga, Esq., at Connell Foley LLP, and
Adam C. Rogoff, Esq., at Cooley Godward Kronish LLP, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $1 million to $100 million.  The Debtor's exclusive
period to file a plan expires on Aug. 14, 2007.


BIO-RAD LABORATORIES: Inks Agreement to Acquire Diamed
------------------------------------------------------
Bio-Rad Laboratories, Inc. has signed a definitive agreement to
acquire approximately 77.7% of the outstanding shares of DiaMed
Holding AG.  Under the terms of the agreement, Bio-Rad will pay
approximately CHF477 million in cash to acquire these shares.

DiaMed holds approximately 9.6% of its outstanding shares as
treasury shares.  After the closing of this transaction, Bio-Rad
will conduct a tender offer to acquire the remaining 12.7%
outstanding shares.  The transaction is subject to certain closing
conditions, including regulatory approvals, and is expected to
close later this year.

"DiaMed has an outstanding reputation for quality products and
customer care and we believe this portfolio of products will fit
in well with Bio-Rad's existing diagnostics business," said John
Goetz, Bio-Rad Vice President and Group Manager Clinical
Diagnostics.

                        About DiaMed

Diamed -- http://www.diamed.ch/-- develops and manufactures test  
systems aimed at providing laboratories with ease of use, safety,
and reliability.  The company is situated in Cressier sur Morat,
Switzerland, near Fribourg, between Bern and Lausanne.  DiaMed has
local manufacturing facilities in Brazil, Tunisia and France.

                       About Bio-Rad

Bio-Rad Laboratories, Inc. -- http://www.bio-rad.com/-- (AMEX:  
BIO and BIOb), manufactures and distributes a broad range of
products for the life science research and clinical diagnostics
markets.  Founded in 1952, Bio-Rad is headquartered in Hercules,
California, and serves more than 85,000 research and industry
customers worldwide through its global network of operations.  The
company employs over 5,000 people globally and had revenues of
nearly $1.3 billion in 2006.


BIO-RAD LABORATORIES: DiaMed Purchase Cues S&P to Hold Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Bio-Rad
Laboratories (BB+/Stable/--) following the company's agreement to
purchase a majority of DiaMed Holding AG for $392 million.

A subsequent tender for the remaining shares could bring the total
price to more than $450 million.  DiaMed develops, manufactures,
and markets reagents and instruments used in blood typing and
screening.  The transaction is expected to close later this year
and is subject to certain closing conditions, including regulatory
approvals.
      
"Although financial terms of the agreement were not disclosed, S&P
believe there will be minimal impact on Bio-Rad's credit
protection measures given the relatively small size of the
acquisition," explained Standard & Poor's credit analyst David
Lugg.  "With almost $470 million in cash and investments and its
strong cash flow protection measures, the company has adequate
capacity to complete this transaction without an impact to the
ratings."
     
The high-speculative-grade rating on Hercules, California-based
Bio-Rad reflects the company's defensible, but niche, positions in
the life science and clinical laboratory markets, and its history
of using significant debt-financed acquisitions to supplement
growth.  Notwithstanding Bio-Rad's defensible positions in the in
vitro diagnostics and life sciences markets, it remains a
relatively small player in each, competing with significantly
larger companies that are more diversified and have greater
financial resources.  Moreover, Bio-Rad's substantial
international operations, which account for about 65% of sales,
subject its revenues to swings in exchange rates and ongoing
changes in global economic conditions.  The company's life science
business is also vulnerable to reductions in government funding
for life science research and changes in biopharmaceutical
companies' R&D spending.
     
Bio-Rad maintains an intermediate financial risk posture, having
steadily reduced its borrowings to fund a series of acquisitions
in the diagnostic market.  Currently, lease-adjusted total debt to
capital is 37% and total debt to EBITDA is about 2.5x, while the
ratio of funds from operations to debt is about 25%.  The company
has no defined benefit pension plan.

Bio-Rad Laboratories, Inc. -- http://www.bio-rad.com/-- (AMEX:  
BIO and BIOb), manufactures and distributes a broad range of
products for the life science research and clinical diagnostics
markets.  Founded in 1952, Bio-Rad is headquartered in Hercules,
California, and serves more than 85,000 research and industry
customers worldwide through its global network of operations.  The
company employs over 5,000 people globally and had revenues of
nearly $1.3 billion in 2006.

The company has entered into an agreement to acquire DiaMed.
Diamed -- http://www.diamed.ch/-- develops and manufactures test  
systems aimed at providing laboratories with ease of use, safety,
and reliability.  The company is situated in Cressier sur Morat,
Switzerland, near Fribourg, between Bern and Lausanne.  DiaMed has
local manufacturing facilities in Brazil, Tunisia and France.


BONTEN MEDIA: S&P Places Corporate Credit Rating at B
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Bonten Media Group Inc.  The outlook is negative.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Bonten Media's proposed $61 million senior
secured credit facilities.  The credit facilities were rated 'B+',
one notch above the company's corporate credit rating, with a
recovery rating of '1', indicating the expectation for full (100%)
recovery in the event of a payment default.  The proposed credit
facilities consist of a $15 million revolving credit facility due
2013 and a $21.75 million term loan B and a $24.25 million delayed
draw term loan, both due 2014.  S&P also assigned its 'CCC+'
rating, two notches below the corporate credit rating on Bonten
Media, to the proposed $125 million Rule 144A private placement of
senior subordinated toggle notes due 2015.
      
"The negative outlook incorporates the rise in leverage that we
expect in 2007, the potential for strained liquidity in
nonelection years, and the company's limited prospects for
reducing leverage in the near term," said Standard & Poor's credit
analyst Deborah Kinzer.


BOSTON SCIENTIFIC: First Quarter Net Income Lowers to $120 Million
------------------------------------------------------------------
Boston Scientific Corporation reported a $120 million net income
for the first quarter of 2007, as compared to net income of
$332 million for the first quarter of 2006.

The company recorded that its net sales for the first quarter of
2007 increased to $2.1 billion from $1.6 billion for the first
quarter of 2006.  The increase in net sales is attributable
primarily to the inclusion of $589 million of net sales from our
CRM and Cardiac Surgery divisions.

Reported results for the first quarter of 2007 included charges of
$26 million, which consisted primarily of charges related to the
Guidant acquisition.  Reported results for the first quarter of
2006 included charges of $29 million, which consisted primarily of
investment write-downs due to the termination of a gene therapy
trial being conducted by one of our portfolio companies.

As of March 31, 2007, the company had $31 billion in total assets,
$15.5 billion in total liabilities, and $15.5 billion in total
stockholders' equity.  The company's retained deficit at March 31,
2007, was $80 million, as compared with $174 million at Dec. 31,
2006.

                     Debt Covenant Compliance

At March 31, 2007, the company's net debt was about $7.6 billion.  
During 2007, the company may decide to repay a portion of its debt
prior to the first maturity in April 2008 and intend to use a
significant portion of its operating cash flow to reduce its
outstanding debt obligations over the next several years.  The
company's revolving credit facility and term loan agreement
requires that the company maintain certain financial covenants.  
As of March 31, 2007, the company was in compliance with these
covenants.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f6a

                     Proposed Endosurgery IPO

In March 2007, the company disclosed that its Board of Directors
has authorized management to explore an IPO of a minority interest
in the company's Endosurgery group.  The IPO would involve selling
a minority interest of the Endosurgery group and establishing a
separately traded public company.  The company's goal is to
complete exploration of the proposed Endosurgery IPO over the next
six to 12 months.  There is no guarantee that the proposed
Endosurgery IPO will be finalized.

                     About Boston Scientific

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

                          *     *     *

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


BOULDER SPECIALTY: S&P Rates Proposed $140 Million Facility at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Cresskill, New Jersey-based Boulder Specialty
Brands Inc.

At the same time, Standard & Poor's assigned its 'B-' bank loan
and '2' recovery ratings to Boulder's proposed $140 million senior
secured, first-lien credit facility, and its 'CCC' bank loan and
'5' recovery ratings to Boulder's proposed $40 million senior
secured, second-lien term loan.  The outlook is negative.  Pro
forma for the transaction, Boulder will have about $160 million in
total debt outstanding.
     
"The ratings on Boulder reflect the company's proposed acquisition
of GFA Brands, which will result in a very highly leveraged
capital structure, narrow product focus, sales concentration,
small size relative to financially stronger competitors, customer
and supplier concentration, and limited covenant cushion in 2007,"
said Standard & Poor's credit analyst Alison Sullivan.
     
Net proceeds from the bank loans, along with $138.5 million of
preferred stock, $107.5 million of common equity, and $100 million
cash on hand, will be used to finance the purchase of GFA Brands.  
The borrower, GFA Holdings Inc., marketer of Smart Balance and
Earth Balance margarine and other foods, will be acquired by
Boulder Specialty Brands, a publicly traded special purpose
acquisition company.  After the close of the transaction, Boulder
will change its name to Smart Balance Inc. and file an application
for a listing on the NASDAQ exchange.  The ratings are based on
preliminary terms and are subject to review upon receipt of final
documentation.


BOYD GAMING: Earns $217.9 Million in First Quarter Ended March 31
-----------------------------------------------------------------
Boyd Gaming Corporation reported first quarter ended March 31,
2007 net income of $217.9 million, as compared with first quarter
ended March 31, 2006 net income of $63.2 million.  

The first quarter 2007 results include a $285 million pre-tax
gain, classified as part of discontinued operations, recorded upon
the disposition of Barbary Coast.  First quarter 2007 income from
continuing operations was $35.1 million, as compared with
$65.3 million, in the same period 2006.

Net revenues were $517 million for the first quarter 2007, a
decrease of 12.3% from $589.6 million for the same quarter in
2006.  The decrease was due to a number of factors, including the
closure of the Stardust, normalization of operating results at
Treasure Chest, unusually high customer trial at Blue Chip related
to the opening of its 2006 expansion, and heightened competitive
environments in the Las Vegas Locals and Atlantic City markets.

The company had total assets of $4.3 billion and total liabilities
of $3 billion, resulting in a total stockholders' equity of
$1.3 billion.

As of March 31, 2007 and 2006, the company had balances of cash
and cash equivalents of $157 million and $177 million,
respectively.  It had working capital deficits of $67 million and
$144 million, respectively, as of March 31, 2007, and 2006.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f8a

Keith Smith, president and chief operating officer of Boyd Gaming,
commented, "Although we faced some tough comparisons, the first
quarter was highlighted by the resiliency of our Las Vegas Locals
segment.  Importantly, we were able to maintain the marked
improvement we saw in the fourth quarter, nearly matching tough
comparisons from our strong first quarter 2006 performances at
Sam's Town, The Orleans and Gold Coast in the face of a
significant capacity increase in the market.  Our Downtown
business continues to achieve outstanding results, almost equaling
last year's first quarter record levels in both net revenues and
Adjusted EBITDA."

                     New Bank Credit Facility

The company expects to complete the syndication of a $4 billion
revolving credit facility in the second quarter, subject to the
necessary gaming and other approvals, as well as the satisfaction
of customary closing conditions.  The new credit facility will be
used to finance our development initiatives, reduce interest
costs, and provide greater financial flexibility to the company.
Variable rate pricing on the facility will be based upon the
company's total leverage ratio and range between LIBOR +62.5 bps
and 162.5 bps, with initial pricing set at LIBOR +100 bps.  The
joint lead arrangers for the credit facility are Bank of America,
Citi, Deutsche Bank, JP Morgan, Merrill Lynch, Wachovia and Wells
Fargo.

                        Development Update

The company has numerous development initiatives underway, all
providing a healthy growth pipeline for the company:

     -- In Atlantic City, Borgata is adding The Water Club, an
        800-room boutique hotel directly connected to the
        property.  The project remains on-budget and construction
        of the 43-story tower is expected to top-off in June and
        to open in early 2008.

     -- Construction of the company's $130 million new hotel at
        Blue Chip begun.  The project is scheduled to open in late
        2008.

     -- In Florida, the company closed its acquisition of Dania
        Jai-Alai last month.  The company continues to work on the
        design of the new casino facility and plan to begin
        construction later this year.  The company anticipates
        opening the casino operation around the end of 2008.

     -- On the Las Vegas Strip, the company is nearly complete
        with the demolition phase of its Echelon development.  
        Groundbreaking is scheduled for June 19.

Bill Boyd, chairman and chief executive officer, said, "Our growth
pipeline remains as strong as ever.  With Echelon breaking ground
in June, the Water Club at Borgata opening early next year,
followed by Blue Chip's new expansion and our new casino operation
in Florida, our company is well-positioned for sustainable, long-
term growth."

                        About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a diversified owner and operator  
of 16 gaming entertainment properties located in Nevada, New
Jersey, Mississippi, Illinois, Indiana, and Louisiana.  The
company is also developing Echelon Place, a world class
destination on the Las Vegas Strip, expected to open in the third
quarter 2010.  

                          *      *      *

Fitch Ratings affirmed Boyd Gaming's Issuer Default Rating at
'BB-', Senior Secured Credit Facility at 'BB', and Senior
Subordinated Debt at 'B+'.  The Rating Outlook remains Stable.


C-BASS MORTGAGE: Moody's Puts Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by C-BASS 2007-CB4 Trust, and ratings ranging
from Aa1 to Ba2 to the mezzanine and subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime residential mortgage loans acquired by C-BASS.  The
collateral was originated by:

   -- New Century Mortgage Corporation (19.94%),

   -- People's Choice Home Loan, Inc. (19.90%),

   -- Wilmington Finance Inc. (18.61%),

   -- Fieldstone Mortgage Company (13.01%), and

   -- other originators, none of which originated more than 10%
      of the mortgage loans.

The ratings are based primarily on the credit quality of the loans
and on the protection against credit losses provided by
subordination, overcollateralization, and excess spread.  The
certificates also benefit from a swap agreement.  Moody's expects
collateral losses to range from 5.55% to 6.05%.

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

The complete rating actions are:

* C-BASS 2007-CB4 Trust
   C-BASS Mortgage Loan Asset-Backed Certificates
   Series 2007-CB4

   -- Class A-1A, Assigned Aaa
   -- Class A-1B, Assigned Aaa
   -- Class A-1C, Assigned Aaa
   -- Class A-2A, Assigned Aaa
   -- Class A-2B, Assigned Aaa
   -- Class A-2C, Assigned Aaa
   -- Class A-2D, Assigned Aaa
   -- Class M-1, Assigned Aa1
   -- Class M-2, Assigned Aa2
   -- Class M-3, Assigned Aa3
   -- Class M-4, Assigned A1
   -- Class M-5, Assigned A2
   -- Class M-6, Assigned A3
   -- Class B-1, Assigned Baa1
   -- Class B-2, Assigned Baa2
   -- Class B-3, Assigned Baa3
   -- Class B-4, Assigned Ba1
   -- Class B-5, Assigned Ba2


C-MAC ENVIRONMENTAL: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: C-MAC Environmental Group, Inc.
        fka CC Recovery, Inc.
        fka C-MAC Environmental Services, Inc.
        c/o J. Patrick O'Brien
        40 Technology Parkway, Suite 300
        Norcross, GA 30092

Bankruptcy Case No.: 07-02254

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      C-MAC Holdings, Inc.                       07-02255

Type of Business: The Debtors provides industrial maintenance
                  services and waste disposal & site remediation
                  services (both hazardous and non-hazardous).

Chapter 11 Petition Date: May 18, 2007

Court: Northern District of Alabama (birmingham)
  
Debtor's Counsel: Steven D. Altmann, Esq.
                  Najjar Denaburg, P.C.
                  2125 Morris Avenue
                  Birmingham, AL 35203
                  Tel: (205) 250-8466

Estimated Assets: $0

Estimated Debts: $11,195,404

A. C-MAC Environmental Group, Inc 's XX Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bank of North Georgia            bank loan          $10,300,000
8025 Westside Parkway
Alpharetta, GA 30004

Energis, L.L.C.                  trade debt             $88,849
6211 North Ann Arbor Road
Dundee, MI 48131

Ross Environmental Service,      trade debt             $72,030
Inc.
150 Innovation Drive
Elyria, OH 44035

Waste Management                 trade debt             $64,398

Robbie D. Woods                  trade debt             $63,506

Action Resources, Inc.           trade debt             $62,440

Buzzi Unicem U.S.A., Inc.        trade debt             $52,695

Hand Arendall                    attorney fees          $35,389

Continental Cement Co.,          trade debt             $30,405
L.L.C.

B.B.&T. Insurance Services       trade debt             $27,182

Penske Truck Leasing             trade debt             $25,810

Teris, L.L.C.                    trade debt             $20,030

Waste Management                 trade debt             $18,545

Pierson Leasing                  trade debt             $17,479

Fuelman                          trade debt             $14,945

Bank of America                  open account           $14,816

Complete Environmental $         trade debt             $14,203
Remediation Co.

Lamp Environmental Industries    trade debt             $14,177

Veolia Environmental Service     trade debt             $13,313

Macland Disposal Center                                 $13,154

B. C-MAC Holdings, Inc 's XX Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service                                     $1
Memphis, TN 37501


CALPINE CORP: Names Norma F. Dunn VP for External Communications
----------------------------------------------------------------
Norma F. Dunn has joined Calpine Corporation as Vice President,
External Communications.  As part of the management team, she will
be responsible for overseeing all aspects of Calpine's
communications with outside constituencies and will expand
awareness of Calpine's leadership role in producing low-carbon,
natural-gas-fueled and renewable power generation.  Based in
Calpine's Houston office, Ms. Dunn brings to Calpine more than 20
years of experience in the energy industry.

"Norma is a senior energy company executive with considerable
expertise in all aspects of corporate communications," Robert P.
May, Calpine's Chief Executive Officer, said.  "She has extensive
knowledge and skills in public relations, investor relations and
government affairs as well as issues management, community affairs
and stakeholder outreach.  An excellent communicator, Norma has
helped corporations enhance their communications departments by
focusing on stakeholder outreach, providing services and creating
strong, cohesive work teams.  This experience will enhance our
communications efforts as we position Calpine to emerge from
bankruptcy a stronger, more competitive power company."

Previously, Ms. Dunn held the position of Senior Vice President of
Communications at Aquila Inc., a natural gas and power utility
where she redesigned and implemented a comprehensive
communications and community relations program for the company.  
Ms. Dunn also served the El Paso Corporation in a variety of
positions of increasing responsibility between 1987 and 2003 and,
most recently, was Senior Vice President of Corporate
Communications and Government Affairs directly responsible for all
public relations, government affairs, investor relations,
community relations and crisis response activities.

A certified public accountant, Ms. Dunn earned a bachelor of
business administration degree in accounting from the University
of Texas at El Paso, and has worked at one of the top four public
accounting firms, Coopers & Lybrand (now PriceWaterhouseCoopers).

Richard D. Barraza, Senior Vice President of Corporate
Communications, disclosed plans to resign from Calpine later this
month to pursue other opportunities.  He most recently lead
Calpine's Corporate Communications group, working closely with the
media, financial community, investors, employees and other
stakeholders on a variety of communications programs to support
the company's restructuring transition and to further position
Calpine as a leader in renewable and low-carbon power generation.  
He joined Calpine in 1986, and has held several senior management
positions of increasing responsibility during his 20-year career
with the company.  In 2000, Mr. Barraza was recognized as "Best
Investor Relations Officer" by Investor Relations Magazine.

"Calpine has made excellent progress with our restructuring
efforts and Rick has played an important role with these efforts
and in communicating this success with our many stakeholders," Mr.
May said.  "He has created an outstanding team of communication
professionals and had a prominent role in helping grow Calpine
into one of the country's leading power companies.  I appreciate
Rick's leadership and dedication over the years and wish Rick
every success with his future endeavors."

Headquartered 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.


CAPITAL GUARDIAN: S&P Cuts Ratings on Class B and C Notes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B and C notes issued by Capital Guardian ABS CDO I Ltd., a
CDO transaction backed primarily by structured securities, and
removed them from CreditWatch, where they were placed with
negative implications March 21, 2007.  At the same time, S&P
affirmed the ratings assigned to the class A-1A, A-1B, and A-1C
notes.  The affirmations on the class A note ratings is based on
the credit enhancement available.  Additionally, the class A-1A
notes have a financial guarantee insurance policy issued by MBIA
Insurance Corp. ('AAA').
     
The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
previous downgrades in June 2006.  These factors include a
reduction in overcollateralization supporting the notes and
negative migration in the overall credit quality of the assets in
the collateral pool.
     
According to the March 28, 2006, trustee report, 20.58% of the
transaction's overall collateral, or $30.03 million in issues, are
rated 'CCC' or below.  This compares with 17.42% of the overall
collateral with an issue rating of 'CCC' or below at the time of
the June 2006 rating action.  
    
       Ratings Lowered and Removed from Creditwatch Negative
   
                 Capital Guardian ABS CDO I Ltd.

                    Rating
                    ------
          Class    To     From           Current balance
          -----    --     -----          ---------------
            B      B-     BB+/Watch Neg    $70,000,000
            C      CC     CCC/Watch Neg    $13,490,000
   

                          Ratings Affirmed
   
                   Capital Guardian ABS CDO I Ltd.

                Class     Rating      Current balance
                -----     ------       -------------
                A-1A       AAA          $14,240,000
                A-1B       AAA          $38,850,000
                A-1C       AAA          $12,770,000


                      Other Outstanding Rating
   
                   Capital Guardian ABS CDO I Ltd.

                     Class               Rating
                     -----               ------
                     Preference shares     CC


CATUITY INC: Posts Net Loss of $1,435,000 in Qtr Ended March 31
---------------------------------------------------------------
Catuity Inc. reported a net loss of $1,435,000 on total revenues
of $419,000 for the first quarter ended March 31, 2007, compared
with a net loss of $1,027,000 on total revenues of $480,000 for
the same period last year.

Cost of revenue and other operating expenses increased to
$1,770,000 for the quarter ended March 31, 2007, compared with
cost of revenue and other operating expenses of $1,540,000 for the
quarter ended March 31, 2006.

The increase in net loss is attributable to the decrease in total
revenues, the increase in interest expense, and the increase in
total costs and expenses.

Sales and marketing expenses were approximately $249,000 and
$225,000 for the three months ended March 31, 2007, and 2006,
respectively, an increase of $24,000.  

General and administrative expenses were approximately $689,000
and $493,000 for the three months ended March 31, 2007, and 2006,
respectively, an increase of $196,000.  The increase in costs
resulted primarily from the company's U.S. based operations and
includes higher payroll, benefits and employee training costs of
$120,000, higher travel and entertainment costs of $28,000 related
primarily to the relocation of the company's corporate offices to
Virginia, higher legal and accounting fees of $26,000, and higher
financial printing and registry costs.

At March 31, 2007, the company's balance sheet showed $6,827,000
in total assets, $1,030,000 in total liabilities, and $5,797,000
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?1f6e

                       Going Concern Doubt

BDO Seidman LLP, in Troy, Michigan, expressed substantial doubt
about Catuity Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements as of the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's recurring losses from operations and substantial
accumulated deficit.

                       About Catuity Inc.

Catuity Inc. (NasdaqCM: CTTY) -- http://www.catuity.com/-- is a   
loyalty and gift card processor targeting the needs of chain
retailers and their partners.  The company offers member-based
loyalty programs at the point-of-sale and gift card programs
utilizing a hosted, application service provider based system that
enables the processing of member-based loyalty programs that can
deliver customized discounts, promotions, rewards and points-based
programs.  The system also enables robust and highly customizable
gift card programs that work on a retailer's payment terminals and
electronic cash registers via their internal store networks.  
These programs are designed to help retailers improve customer
retention, add new customers and increase the average amount spent
by customers.


CELSIA TECH: Posts $1,117,000 Net Loss in Quarter Ended March 31
----------------------------------------------------------------
Celsia Technologies Inc. reported a net loss of $1,117,000 on
revenue of $99,000 for the first quarter ended March 31, 2006,
compared with a net loss of $1,422,000 on revenue of $3,000 for
the same period ended March 31, 2006.

Selling and administrative expenses for the three months ended
March 31, 2007 were approximately $957,000 compared to
approximately $1,302,000 for the same period last year.  The
decrease compared to last year is mainly attributable to increased
functional efficiency.

As disclosed in the financial statements, during the quarter ended
March 31, 2007, the company continued to make progress towards
building the company and commercializing its technology.  The
company has received product test orders, which have led to
several related test product deliveries, as well as commercial
orders.  The company believes that its test products have advanced
beyond the test phases and been incorporated on a limited volume
basis into commercial products.  

The company also said that it has an order backlog of
approximately $500,000 at March 31, 2007, of which the majority
consist of commercial orders.

The company's balance sheet at March 31, 2007, showed $2,140,000
in total assets and $3,366,000 in total liabilities, resulting in
a $1,226,000 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $497,000 in total current assets available
to pay $3,249,000 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?1f70

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2007,
PKF, in New York, expressed substantial doubt about Celsia
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that at Dec. 31, 2006, the company and its subsidiaries have
commenced limited revenues producing operations and have an
accumulated deficit of $23.7 million.

                    About Celsia Technologies

Headquartered in Miami, Fla., Celsia Technologies Inc. (OTC BB:
CSAT) -- http://www.celsiatechnologies.com/-- is a full solution  
provider and licensor of thermal management products and
technology for the PC, consumer electronics, lighting and display
industries.  The company is a leader in developing and
commercializing next-generation cooling solutions built on
patented micro thermofluidic technology.  Celsia Technologies'
extensive intellectual property portfolio includes patents
registered in Korea, the U.S., Japan and Taiwan, with patents
pending in the EU, Russia, India and in China.


CHEMED CORP: Offers Up To $200 Million in Senior Convertible Notes
------------------------------------------------------------------
Chemed Corporation has issued $200 million aggregate principal
amount of senior convertible notes due 2014 in a private offering
to qualified institutional buyers.

The notes are unsecured, unsubordinated obligations of the
company, will pay interest semi-annually at a rate of 1.875% per
annum, and will be convertible upon satisfaction of certain
conditions.  The notes will be convertible into cash up to the
principal amount of the notes and, with respect to any excess
conversion value, into shares of the company's capital stock.

The notes will have an initial conversion rate of 12.3874 shares
of capital stock per $1,000 principal amount of the notes.  This
represents an initial conversion price (which is subject to
adjustment in certain circumstances) of approximately $80.73 per
share, representing a 22.5% conversion premium based on the
closing price of $65.90 per share on May 8, 2007.

Holders of the notes will have the right to require the company to
repurchase for cash all or some of their notes upon the occurrence
of certain events.  The company estimates that the net proceeds
from the offering will be approximately $194 million, after
deducting estimated discounts and expenses.  The notes will mature
on May 15, 2014.

In connection with the offering, the company has entered into
convertible note hedge transactions with affiliates of the initial
purchasers of the notes and intends to use a portion of the net
proceeds from this offering to pay for the cost of the convertible
note hedge transactions.

The company has also entered into separate warrant transactions
with the hedge counterparties, which have partially offset the
cost of the convertible note hedge transactions.  The convertible
note hedge and warrant transactions increase the effective
conversion price of the notes to over $105 per common share.

In connection with the convertible note hedge and warrant
transactions, the hedge counterparties have advised the company
that they or their affiliates expect to enter into various
derivative transactions with respect to the capital stock of the
company, concurrently with or shortly following pricing of the
notes.

These activities could have the effect of increasing or preventing
a decline in the price of the capital stock of the company
concurrently or following the pricing of the notes.  In addition,
the hedge counterparties or their affiliates may from time to
time, following the pricing of the notes, enter into or unwind
various derivative transactions with respect to the capital stock
of the company and purchase or sell capital stock of the company
in secondary market transactions.  These activities could have the
effect of decreasing the price of the capital stock of the company
and could affect the price of the notes during any averaging
period related to the conversion of notes.

In addition, concurrent with the issue of the notes, the company
repurchased approximately 1.3 million shares of its capital stock
in negotiated transactions with institutional investors amounting
to approximately $86 million.  The repurchase price of the shares
is $65.90 per share, the closing price of the company's capital
stock on May 8, 2007.

The company anticipates that approximately $14 million of the
remaining net proceeds of the offering will be used within
approximately 30 days after the issue of the notes for additional
purchases of its capital stock in the open market or in negotiated
transactions.  The balance of the net proceeds will be used to
repay borrowings under its revolving credit facility.

                        About Chemed Corp.

Based in Cincinnati, Ohio, Chemed Corp. (NYSE: CHE) --
http://www.chemed.com/-- fka Roto-Rooter Inc. operates two wholly  
owned subsidiaries: VITAS Healthcare and Roto-Rooter.  VITAS
provides end-of-life hospice care and Roto-Rooter provides
plumbing and drain cleaning services.

                          *     *     *

As reported in the Troubled company Reporter on March 29, 2007,
Standard & Poor's Rating Services revised its outlook on the
hospice and plumbing/drain-cleaning services provider Chemed Corp.
to positive, from stable, and affirmed its existing ratings on
Chemed, including the 'BB-' corporate credit rating.


CHEMTURA CORP: Moody's Cuts Rating on $1.05 Billion Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service lowered Chemtura Corporation's corporate
family rating to Ba2 from Ba1 and also lowered the company's
outstanding debt ratings to Ba2.

Moody's also revised the ratings outlook to stable from negative.

The rating action reflects that Chemtura's operational performance
has not resulted in credit metric improvement in line with Moody's
prior expectations.  The lowered Ba2 ratings continue to reflect
Chemtura's high pro forma leverage, weak credit metrics and
ongoing challenges at the non flame retardant Plastic Additives
(NFRPA) segment.

Moody's believes the challenges of integrating two organizations
that had been individually challenged by their own unique
restructuring programs, combined with essentially a complete
changeover in senior management, are also factors in justifying
the Ba2 rating.  Chemtura's pro forma leverage as of Dec. 31,
2006, was 4.3X (Debt/EBITDA - adjusted for unusual one time
items). Moody's adjusted debt includes $1.1 billion of funded
debt, $294 million in unfunded pension obligations, $280 million
of account receivable securitizations, and $227 million in
capitalized operating leases. This ratio maps to a high "B"
rating.  Moody's had been expecting retained cash flow to be in
excess of $300 million or more.  Retained cash flow in 2006
(adjusted for one time items) was only $200 million and was about
11% of total debt, a metric that maps to the low end of the "Ba"
category.

While much progress has been made in raising prices to cover
higher raw material costs in many of Chemtura's businesses, this
strategy has been challenged in the NFRPA portion of Chemtura's
business where margins have declined.  NFRPA represents about 30%
of revenues. As a result of aggressive pricing strategies
profitable volumes were lost and management has instituted steps
to restore volume and improve performance.

The move to a stable outlook is supported by Moody's belief that
there has been progress in managing process of integration and
remaining legacy issues. Additionally, the prospect of somewhat
stronger retained cash flow generation over the next several years
is reflected in the move to a stable outlook. Moody's expects that
retained cash flow to total debt will average close to 15% over
the next two years, a metric that maps to the middle of the "Ba"
rating category. Chemtura's improved capital structure, with no
material debt maturities until July 2009, combined with adequate
liquidity also support the Ba2 rating and the stable outlook.

Ratings lowered:

   -- Corporate Family Rating: Ba2 from Ba1

   -- Senior notes, $500 million due 2016: Ba2 from Ba1;
      LGD4 (53%)

   -- Senior Unsecured Notes, $150 million due 2026: Ba2 from
      Ba1; LGD4 (53%)

   -- Senior Unsecured Notes, $400 million due 2009: Ba2 from
      Ba1; LGD4 (53%)

Moody's last rating action on Chemtura was in April 2006, when the
Ba1 corporate family rating was affirmed and the company's senior
notes due 2016 were rated (also Ba1). The negative rating outlook
was assigned in September of 2005.

Headquartered in Middlebury, Connecticut, Chemtura manufactures a
variety of polymer and rubber additives, castable urethane pre-
polymers, ethylene propylene diene monomer (EPDM), crop protection
chemicals, brominated flame-retardants, recreational water
treatment chemicals, and brominated/fluorinated specialty
chemicals. In 2006, the company had revenues and adjusted EBITDA
(as estimated by Moody's) of $3.7 billion and approximately
$445 million, respectively.


CINEMARK INC: Parent IPO Plan Cues S&P's Positive Watch
-------------------------------------------------------
Standard & Poor's Ratings Services placed its issue ratings on
Cinemark Inc. and subsidiary Cinemark USA Inc. on CreditWatch with
positive implications.

The rating action is based on the plans of parent company Plano,
Texas-based Cinemark Holdings Inc. to reduce debt from a portion
of the proceeds from its IPO.  
     
At the same time, we assigned a 'B' corporate credit rating to
Cinemark Holdings Inc. and placed it on CreditWatch with positive
implications too.  In March 2007, Cinemark repurchased
substantially all of its 9% senior subordinated notes with
proceeds from the IPO of National CineMedia Inc. and cash on hand
and plans to use a significant amount of the approximately
$250 million in net proceeds from Cinemark Holdings Inc.'s IPO to
reduce debt.  The company had an estimated $2.8 billion in debt
including capitalized operating lease obligations as of March 31,
2007.  Lease-adjusted leverage pro forma for the acquisition of
Century Theatres was approximately 6x at March 31, 2007.  Cinemark
Holdings Inc. intends to pay annual dividends as a publicly traded
company.  
      
"If the company significantly reduces leverage with the proceeds
from the transaction while maintaining good discretionary cash
flow," said Standard & Poor's credit analyst Tulip Lim, "we may
raise the rating."

Cinemark, Inc. -- http://www.cinemark.com/-- (NYSE:CNK) and its  
subsidiaries develops stadium seating multiplex theatres.  During
the year ended December 31, 2006, the company opened 21 theatres
with a total of 232 screens and on Oct. 5, 2006, the company
completed its acquisition of Century Theatres, adding an
additional 77 theatres with 1,017 screens.

On Dec. 31, 2006, the company's aggregate screen count was 4,488,
with screens in the United States, Canada, Mexico, Argentina,
Brazil, Chile, Ecuador, Peru, Honduras, El Salvador, Nicaragua,
Costa Rica, Panama and Colombia.  As of Dec. 31, 2006, the company
had signed commitments to open 17 new theatres with 227 screens
during 2007.  The company also had signed commitments to open 11
new theatres with 155 screens subsequent to 2007.


CIRCUS AND ELDORADO: Moody's Affirms B2 Ratings on Joint Venture
----------------------------------------------------------------
Moody's Investors Service has affirmed the existing B2 ratings of
Circus and Eldorado Joint Venture.  The ratings outlook is stable.

The ratings affirmation acknowledges improved credit metrics
following 2006 that stemmed from increased convention demand in
downtown Reno from the US Bowling Congress Women's Bowling
Tournament.  Additionally, in March 2007 Circus and Eldorado
amended its revolving credit agreement to extend maturity until
March 2008, to allow increased capital spending and a less
stringent financial covenant test (thereby regaining revolver
access), and to permit prepayment of its outstanding $160 million
mortgage notes subject to proforma credit agreement compliance.

Additionally, improved 2006 internal cash flow enabled the company
to increase its cash on hand to $47 million from
$35 million, after partner distributions of approximately $3
million.  Moody's notes that positive demographic trends bode well
for growth potential of the Reno gaming market and should benefit
Reno's ability to compete for future convention business.  In
addition, the ratings reflect the Company's low regulatory risk
exposure from operating in Nevada.

However, the ratings affirmation also reflects that since the
third quarter of 2006 through the first quarter of 2007 gaming
revenues in Reno have slightly declined year-over-year, and the
level of competition from new or redeveloped properties is
expected to increase over the intermediate term.

Circus and Eldorado's long-term ability to compete against new
properties within Reno and from neighboring markets remains a
point of concern, as does the plan for reducing its interest
burden and establishing a long-term committed liquidity source.
Downtown properties may, over time, lose market share as
properties expand and become developed in other sections of Reno.
Additionally, the degree to which Reno's positive demographic
trends will drive Circus and Eldorado's performance is less
certain because as a leisure and convention-focused property
located in the downtown section, the Company's performance mostly
depends on visitation, rather than local, traffic.

The stable ratings outlook reflects the Company's established
position in the Reno, Nevada market, and the likelihood of
performance remaining relatively stable.

The ratings could go up if the Company were to:

   1) lower its debt to EBITDA ratio to around 4.0 times with
      corresponding improvement in cash flow leverage measures,
      and it appeared likely that this leverage level could be
      maintained over the intermediate term; and

   2) the Company obtained a source of long-term committed
      liquidity.

The ratings could go down if evidence of weaker competitiveness
surfaced that threatened the Company's ability to generate
sufficient cash flow to meet its obligations. Specifically, if
EBIT to interest were to fall to approximately 1.0 times and
appeared unlikely to meaningfully improve to above 1.0 times, the
ratings would likely be downgraded. As of 2006 the Company's last-
twelve month EBIT to interest ratio was 1.5 times. Additionally,
if the Company were to not possess a reasonable level of total
liquidity the ratings would be likely lower.

Circus & Eldorado Joint Venture is a 50/50 joint venture between
MGM Mirage (Ba2 / Negative) and Eldorado Resorts LLC (unrated),
owner of the Silver Legacy Resort Casino a nineteenth century
silver mining themed hotel-casino and entertainment complex in
Reno, Nevada.  Revenues for 2006 were $159 million.


CLEAR CHANNEL: Shareholders Set to Vote on Merger Offer Tomorrow
----------------------------------------------------------------
Shareholders of Clear Channel Communications Inc. are set to vote
tomorrow in a Special Shareholders' Meeting regarding a revised
merger proposal from private equity group co-led by Bain Capital
Partners, LLC and Thomas H. Lee Partners, L.P., various sources
say.

According to the reports, the offer has been gaining shareholders
support as major shareholders Highfields Capital Management and
Fidelity Investments, claiming last year that a $37.60 per share
offer was inadequate, are likely to support the new buyout
proposal of $39.20 per share.

The revised merger offer contemplates:

   (i) an increase in the merger consideration to be paid to all
       shareholders from $39.00 to $39.20 per share and

  (ii) the opportunity for each unaffiliated shareholder to elect
       between cash and stock in the surviving corporation in the
       merger (up to an aggregate cap equivalent to 30% of the
       outstanding shares immediately following the merger (or
       approximately 6% before the merger)).

Shareholders of record as of March 23, 2007 will remain entitled
to vote at the Special Meeting to be held on May 22, 2007, at
1:00 p.m.

Shareholders with questions about the merger or how to vote their
shares should call the company's proxy solicitor, Innisfree M&A
Incorporated, toll-free at (877) 456-3427.

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a global media   
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's businesses
include radio, television and outdoor displays.  Outside U.S., the
company operates in 11 countries -- Norway, Denmark, the United
Kingdom, Singapore, China, the Czech Republic, Switzerland, the
Netherlands, Australia, Mexico and New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on April 23, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Clear Channel Communications
Inc. to 'B+' from 'BB+'.  The ratings remain on CreditWatch with
negative implications, where they were placed on Oct. 26, 2006,
following the company's announcement that it was exploring
strategic alternatives to enhance shareholder value.


CLEAR CHANNEL: Inks Second Amendment to Merger Agreement
--------------------------------------------------------
Clear Channel Communications Inc. has entered into a second
amendment to its merger agreement with a private equity group
co-led by Thomas H. Lee Partners L.P. and Bain Capital Partners
LLC.  Under the terms of the merger agreement, as amended, Clear
Channel shareholders will receive $39.20 in cash for each share
they own plus additional per share consideration, if the closing
of the merger occurs after Dec. 31, 2007.  This is an increase
from the cash consideration of $39 per share.

As an alternative to receiving the $39.20 per share cash
consideration, Clear Channel's unaffiliated shareholders will be
offered the opportunity on a purely voluntary basis to exchange
some or all of their shares of Clear Channel common stock on a
one-for-one basis for shares of Class A common stock in the new
corporation formed by the private equity group to acquire Clear
Channel, plus the additional per share consideration.

The board of directors of Clear Channel, with the interested
directors recused from the vote, has unanimously approved the
second amendment to the merger agreement and recommends that the
shareholders approve the amended merger agreement and the merger.  
The board of Clear Channel makes no recommendation with respect to
the voluntary stock election or the Class A common stock of the
new corporation.

The total number of Clear Channel shares that may elect to receive
shares in the new corporation is approximately 30.6 million.  
These shares would have a total value of $1.2 billion and
represent approximately 30% of the outstanding capital stock of
the new corporation immediately after the closing of the merger.  

The terms of the merger agreement, as amended, provide that no
shareholder will be allocated a number of shares representing more
than 9.9% of the outstanding capital stock of the new corporation
immediately after the closing of the merger.

If Clear Channel shareholders elect to receive more than the
allocated number of shares of the Class A common stock of the new
corporation, then the shares will be allocated to shareholders who
elect to receive them on a pro-rata basis.  Those Clear Channel
shareholders electing to receive shares of the new corporation
will receive $39.20 per share for any such Clear Channel shares
that are not so exchanged.  The election process will occur at the
time of the shareholder vote on the merger, and will be described
fully in an updated proxy statement and prospectus that will be
mailed to Clear Channel shareholders.

The merger agreement, as amended, includes provisions limiting the
fees payable to the private equity group in the transaction, and
requiring that the board of directors of the new corporation at
all times include at least two independent directors.

The shares of the new corporation to be issued to Clear Channel
shareholders who elect to receive them in exchange for their
existing shares will be registered with the Securities and
Exchange Commission, but will not be listed on any exchange.

The special meeting of Clear Channel shareholders scheduled for
May 22, 2007 will not be held.  Clear Channel will set the new
meeting and record date for a special meeting of shareholders
after filing the updated proxy statement and prospectus with the
Securities and Exchange Commission.  The annual meeting of Clear
Channel shareholders on May 22, 2007 will be held as scheduled.

Shareholders with questions about the merger or how to vote their
shares should contact Clear Channel's proxy solicitor:

   Innisfree M&A Incorporated
   20th floor
   No. 501 Madison Avenue
   New York, NY 10022
   Tel: (877) 456-3427 (toll-free)

                    About Bain Capital Partners

Bain Capital Partners LLC -- http://www.baincapital.com/-- is a  
global private investment firm that manages several pools of
capital including private equity, high-yield assets, mezzanine
capital and public equity with more than $40 billion in assets
under management. Since its inception in 1984, Bain Capital has
made private equity investments and add-on acquisitions in over
230 companies around the world, including investments in a broad
range of companies such as Burger King, HCA, Warner Chilcott, Toys
"R" Us, AMC Entertainment, Sensata Technologies, Burlington Coat
Factory and ProSiebenSat1 Media. Headquartered in Boston, Bain
Capital has offices in New York, London, Munich, Tokyo, Hong Kong
and Shanghai.

                   About Thomas H. Lee Partners

Thomas H. Lee Partners L.P. is a private equity investment firm.
Since its founding in 1974, THL Partners has become the preeminent
growth buyout firm, investing approximately $12 billion of equity
capital in more than 100 businesses with an aggregate purchase
price of more than $100 billion, completing over 200 add-on
acquisitions for portfolio companies, and generating superior
returns for its investors and partners.  The firm currently
manages approximately $20 billion of committed capital.  Notable
transactions sponsored by the firm include Dunkin Brands,
Univision, Nielsen, Michael Foods, Houghton Mifflin Company,
Fisher Scientific, Experian, TransWestern, Snapple Beverage and
ProSiebenSat1 Media.

                        About Clear Channel

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a global media   
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's businesses
include radio, television and outdoor displays.  Outside U.S., the
company operates in 11 countries -- Norway, Denmark, the United
Kingdom, Singapore, China, the Czech Republic, Switzerland, the
Netherlands, Australia, Mexico and New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on April 23, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Clear Channel Communications
Inc. to 'B+' from 'BB+'.  The ratings remain on CreditWatch with
negative implications, where they were placed on Oct. 26, 2006,
following the company's announcement that it was exploring
strategic alternatives to enhance shareholder value.


COLUMBIA HOMES: Operations Discontinued by OceanFirst
-----------------------------------------------------
Columbia Homes Loans LLC, OceanFirst Financial Corp.'s mortgage
banking subsidiary, will have its operations discontinued.

At its annual meeting, OceanFirst disclosed that the move comes
after it was discovered that Columbia was concealing information
regarding early payment defaults in 2006 on subprime loans.

                        Subprime Problems

The U.S. subprime lending industry had, by late 2006, started to
suffer a meltdown.

OceanFirst relates that in Columbia, it became apparent that
insufficient steps were taken to address the onslaught of early
payment default claims.  The problem was aggravated when it was
found out that Columbia officials were concealing this
information.  Thus, OceanFirst was unable to react appropriately
to the rapidly deteriorating subprime market.

OceanFirst thus concluded that Columbia's internal control over
financial reporting was "not effective" as of year-end 2006.

                          Actions Taken

As a result, OceanFirst shut down subprime loan origination at
Columbia.  OceanFirst relates that although it hasn't found any
widespread evidence of fraud, it initiated a more thorough
independent forensic review.  Columbia staff was downsized and
those responsible for suppression of the information were
terminated.

OceanFirst has established a $9.6 million reserve and revised EPD
projected losses and earnings.  OceanFirst further incurred
additional charges of $12 million on 2007 first quarter subprime
activity.

                            Shut Down

OceanFirst discloses that it has decided to shut down the
operations and absorb selected production capabilities.  
OceanFirst estimates that it will incur costs of around
$2.1 million to $2.5 million relating to the action.

Headquartered in Westchester County, New York, Columbia Home Loans
LLC is an operating subsidiary of OceanFirst Financial Corp. that
originates a full product line of residential mortgage loans
including the origination of subprime mortgage loans.

OceanFirst Financial Corp.'s -- http://www.oceanfirst.com/--  
(NASDAQ:OCFC) is the holding company for OceanFirst Bank.  Founded
in 1902, OceanFirst Bank is a federally-chartered stock savings
bank with $2.0 billion in assets and twenty branches located in
Ocean, Monmouth and Middlesex counties, New Jersey.  The Bank is
the largest and oldest community-based financial institution
headquartered in Ocean County, New Jersey.


COLUMBIA HOME: President Robert Pardes Resigns
----------------------------------------------
Columbia Home Loans LLC's president, Robert M. Pardes has resigned
for personal and family reasons.

Mr. Pardes was also Executive Vice President and Chief Lending
Officer of OceanFirst Bank.

Joseph J. Lebel, III, First Senior Vice President, will assume the
position of Chief Lending Officer, replacing Mr. Pardes.

Mr. Pardes had been with the company and with the Bank since
August 2000.  He had been Chief Lending Officer of the Bank since
Dec. 26, 2003.

Headquartered in Westchester County, New York, Columbia Home Loans
LLC is an operating subsidiary of OceanFirst Financial Corp. that
originates a full product line of residential mortgage loans
including the origination of subprime mortgage loans.

OceanFirst Financial Corp.'s -- http://www.oceanfirst.com/--  
(NASDAQ:OCFC) is the holding company for OceanFirst Bank.  Founded
in 1902, OceanFirst Bank is a federally-chartered stock savings
bank with $2.0 billion in assets and twenty branches located in
Ocean, Monmouth and Middlesex counties, New Jersey.  The Bank is
the largest and oldest community-based financial institution
headquartered in Ocean County, New Jersey.


COMM 2005: Fitch Holds Low-B Ratings on $77.7 Mil. Certificates
---------------------------------------------------------------
Fitch Ratings has upgraded the following classes of commercial
mortgage pass-through certificates from COMM 2005-FL11:

     -- $27.6 million class G to 'AA' from 'A+';
     -- $24.3 million class H to 'A+' from 'A';
     -- $27.6 million class J to 'A-' from 'BBB+';
     -- $29.2 million class K to 'BBB' from 'BBB-'.

Fitch has also affirmed these classes:

     -- $234 million class A-1 at 'AAA';
     -- $320 million class A-J at 'AAA';
     -- $35.7 million class B to 'AAA';
     -- $40.5 million class C to 'AAA';
     -- $27.6 million class D to 'AAA';
     -- $35.7 million class E to 'AA+';
     -- Interest only class X-1 at 'AAA';
     -- Interest only class X-2-CB at 'AAA';
     -- Interest only class X-2-DB at 'AAA';
     -- Interest only class X-2-SG at 'AAA';
     -- Interest only class X-3-CB at 'AAA';
     -- Interest only class X-3-DB at 'AAA';
     -- Interest only class X-3-SG at 'AAA';
     -- $32.4 million class F to 'AA';
     -- $24.3 million class L at 'BBB-';
     -- $5 million class M-COP at 'BBB-';
     -- $7.6 million class M-GP at 'AA+';
     -- $18.8 million class N-GP at 'AA-';
     -- $22.2 million class O-GP at 'A+';
     -- $28.5 million class P-GP at 'A-';
     -- $15.4 million class Q-GP at 'BBB+';
     -- $21.1 million class R-GP at 'BBB';
     -- $28.6 million class S-GP at 'BBB-';
     -- $31.9 million class T-GP at 'BB+';
     -- $32.4 million class U-GP at 'BB';
     -- $13.4 million class V-GP at 'B+'.

Class M-SHI has been paid in full.

The upgrades are based on the increase in credit enhancement
levels resulting from the payoff of an additional 20.24% of the
transaction, the SHC REIT Hotel Portfolio loan and the Airport
Technology Park loan, since Fitch's previous rating action in
December 2006.  In addition, there has been a partial release of
assets in the Whitehall/Starwood Golf Portfolio.

As of the May 2007 distribution date, 48.9% of the transaction has
paid off, with the balance of the transaction at $863.8 million,
down from $1.68 billion at issuance.  The servicer provided year-
end 2006 financial and occupancy information for the ten remaining
loans.

The collateral now includes the following loans:

     -- Toys R Us DE Portfolio (29.5%),
     -- Whitehall/Starwood Golf Portfolio (22.6%),
     -- Crescent Office Portfolio (12.7%),
     -- Toys R Us MPO Portfolio (10.1%),
     -- DDR Macquarie/Mervyn's Portfolio (5.3%),
     -- Camelback Colonnade (4.8%),
     -- Rockwall I & II (4.8%),
     -- Universal City Hilton (3.8%),
     -- Long Beach Hilton (3.5%) and
     -- Crossgates Commons (3%).

All pooled whole loans, A notes, or senior participations of whole
loans in the trust have credit characteristics consistent with
investment-grade obligations.  The debt service coverage ratio on
the A notes on the Whitehall/Starwood Golf Portfolio and the Toys
R Us DE Portfolio loans, the two largest, have increased to 3.2
times and 2.49x respectively, from 3.01x and 2.33x at issuance.

Four loans, representing 67.5% of the collateral, are backed by
properties that are broadly dispersed across the U.S. The property
type distribution is as follows:

     -- Retail: 47.9%;
     -- Hotel: 7.2%;
     -- Office: 17.5% and
     -- Other (Golf Courses): 22.6%.

Eight of the ten remaining loans have junior non-trust debt and/or
additional mezzanine debt. One of the loans, the Universal City
Hilton, is amortizing.


CONSTAR INT'L: March 31 Balance Sheet Upside-Down by $51.5 Million
------------------------------------------------------------------
Constar International Inc. reported a stockholders' deficit of
$51.5 million, from total assets of $494.9 million and total
liabilities of $546.4 million as of March 31, 2007.  Accumulated
deficit at March 31, 2007, was $308 million, as compared with
$301.1 million at Dec. 31, 2006.

Net loss in the first quarter of 2007 of $6.3 million, as compared
with a net loss in the first quarter of 2006 of $6.3 million.  

Consolidated net sales were $212.7 million in the first quarter of
2007 compared to $220.8 million in the first quarter of 2006.  The
decrease in consolidated net sales was driven by a decline in
conventional and custom volumes.  This decrease was partially
offset by the strengthening of the British Pound and Euro against
the dollar.

Operating income decreased to $3.6 million in the first quarter of
2007 compared to $3.7 million in the first quarter of 2006.  This
decrease in operating income primarily relates to increased
restructuring expenses of $300,000 and the one-time charge of
$400,000, partially offset by the improved operating performance.

The company stated in its quarterly report that it is highly
leveraged.  As of March 31, 2007, the company's debt structure
consisted of a $75 million credit agreement, $220 million of
secured notes and $175 million of subordinated notes.  As of March
31, 2007, the company had $2.2 million outstanding under its
Revolver Loan and $4.2 million outstanding under letters of
credit.  Interest expense for the first three months of 2007 was
$10.3 million.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f77

Commenting on the first quarter results, Michael Hoffman, chief
executive officer and president of Constar stated, "The first
quarter marks the fifth consecutive quarter of improved Credit
Agreement EBITDA as compared to the prior year periods.  Credit
Agreement EBITDA, which includes a one-time charge of
approximately $400,000, increased 5.2% to $12.8 million for the
first quarter of 2007.  While volumes were disappointing, the
improved first quarter performance was driven by increased
European profitability, better customer and product mix, and lower
costs."

Based in Philadelphia, Pa., Constar International (NASDAQ: CNST)
-- http://www.constar.net/-- supplies PET (polyethylene    
terephthalate) plastic containers for conventional applications
throughout North America and Europe.  Conventional PET containers
are primarily designed and manufactured for soft drinks and water.   
Constar also supplies PET containers designed for food, juices,
teas, sport drinks, new age beverages, beer and flavored alcoholic
beverages.


CONTINENTAL ALLOYS: S&P Rates Proposed $180 Million Loan at B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and '3'
recovery rating (indicating an expectation of meaningful (50%-80%)
recovery in the event of a payment default) to the proposed
$180 million senior secured credit facilities of Continental
Alloys & Services Inc., a distributor and value-added service
provider of pipe, tube, bar, and other metals products for use in
the oilfield services sector.

At the same time, S&P affirmed the corporate credit rating of 'B'.  
The outlook is stable.
     
Continental will use proceeds to refinance existing bank debt.  
Pro forma for the bank debt issuance, S&P expect Houston, Texas-
based Continental to have $141 million in debt outstanding.
      
"The ratings reflect Continental's vulnerable business position as
a niche supplier of metal products; the highly volatile and
cyclical end-markets into which it sells large working-capital
requirements; exposure to steel prices; and a leveraged financial
profile," said Standard & Poor's credit analyst David Lundberg.  
"These weaknesses are only partially offset by the company's
recent satisfactory financial performance, long-standing customer
relationships, and limited capital expenditure requirements."

The outlook is stable.  The outlook for the oilfield service
equipment sector remains favorable in the near term, which could
allow Continental to post results in line with or superior to its
2006 performance.  At the same time, the company will continue to
face the challenges inherent in operating in a highly cyclical,
low-margin, and competitive niche market.  Poorer-than-expected
operating performance or mismanagement of the liquidity
requirements related to Continental's high working-capital needs
could result in a negative rating action.  A positive rating
action would require meaningful improvement in size and product
offerings.

Continental Alloys & Services, fka Continental Casing Ltd. --
http://www.contalloy.com/-- is a materials management company  
focused in the distribution of pipe, tube, bar and the
manufacturing of various tools designed for global energy service
groups' well-completion programs.  It has facilities in the U.S.,
United Kingdom and Canada and offers a variety of metal products
across various high-quality base metal grades along with semi-
finished and finished products and tools.  The company also
provides value-added services such as machining, threading, heat
treating and custom pipe coatings.

In early May 2007, the company acquired Alloy & Oilfield Ptd. Ltd.
and Oilfield Machining Services Pte. Ltd., of Singapore.


CONTINENTAL ALLOYS: Moody's Rates Proposed $180MM Sr. Loan at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2, LGD 3 (33%) rating to
Continental Alloys & Services, Inc.'s proposed $180 million of
senior secured bank credit facilities.

At the same time, Moody's upgraded Continental's Corporate Family
Rating to B2 from B3 and Probability of Default Rating to B3 from
Caa1.  The rating outlook is stable.  

Proceeds from the new bank credit facilities are being used to
refinance Continental's existing senior secured credit facilities,
pay transaction fees, and to fund future growth opportunities and
working capital.  The bank facilities, which are guaranteed by CG
Investment, L.P. and all direct and indirect material
subsidiaries, will be comprised of a $40 million five-year senior
secured revolver and a $140 million five-year senior secured term
loan.  The assigned ratings are subject to a review of the final
documents and terms. Moody's will withdraw the ratings on the
existing secured credit facility upon their redemption.

The upgrade of Continental's Corporate Family Rating reflects:

   -- the company's recent sound financial performance, driven
      by strong oilfield service industry fundamentals, as well       
      as growth in its products and services mix;

   -- an overall supportive oilfield service sector outlook,
      which should bode well for continued strength in the
      company's financial results over the near-term; and

   -- the benefits from EdgeStone Capital Partners' and related
      parties' 50% ownership in the company.  

EdgeStone has designated a portion of their investment funds for
additional equity investments in Continental to provide support
for growth initiatives or to bridge cyclical downturns; however,
any additional equity investments would be at EdgeStone's
discretion.

The B2 ratings are also supported by Continental's relatively long
operating history, during which it has successfully developed a
strong market position in a highly fragmented, niche market and
established long-term customer and supplier relationships. The
ratings also gain support from the company's relatively favorable
margins, which have benefited from strong industry fundamentals
and the company's focus on value-added services and less
commodity-based products.

The B2 ratings are restrained by Continental's small size and
concentrated exposure to cyclical and volatile demand for
completion products and tools, which can be amplified by inventory
overhangs. The ratings are also restrained by the working capital
intensive nature of Continental's business and the company's high
leverage relative to its fixed assets and tangible capital.  
Continental has limited operating history with leverage,
particularly through both an industry downturn and a subsequent
recovery when working capital needs can pressure debt levels.

The stable outlook is supported by Moody's expectation that market
conditions will remain supportive, albeit not as buoyant as the
past two years and with likely continued near-term softness in the
Canadian market. The B2 ratings and stable outlook incorporate the
expectation that Continental will continue to pursue opportunistic
acquisitions. While most acquisitions are expected to be
relatively small, they may increase leverage and integration risk,
particularly as acquisitions are likely to be targeted in
international markets.

While a rating upgrade is not likely over the near-term, increased
scale and diversification through reasonably priced acquisitions
in tandem with conservative leverage could be positive for the
ratings over the medium to longer term. Diminished liquidity or a
material increase in leverage through either weaker than expected
financial performance, inability to effectively manage working
capital needs, equity distributions, or a materially debt financed
acquisition without visibility for near-term debt reduction could
pressure the ratings.

Continental Alloys & Services, Inc. is headquartered in Spring,
Texas.


CSX CAPITAL: CSX Buyback Cues Moody's to Cut All Debt Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded all the debt ratings of CSX
Corporation and its subsidiaries -- senior unsecured rating to
Baa3 and the short-term rating to Prime-3.

In a related action, Moody's downgraded the debt ratings of
Consolidated Rail Corporation -- Equipment Trust Certificates
rating to A2.  The outlook is stable.

These rating downgrades are because of CSX's plan to increase its
share repurchases by an additional $1 billion, to a total of $3
billion (about 15% of total shares), before the end of 2008. These
rating actions close the review for possible downgrade Moody's
opened on May 8, 2007.

"CSX's shareholder enhancement program marks a reversal of
financial policy to be the most aggressive among the major
railroads, and comes at a time when demand for railroad services
is weakening," noted Bob Jankowitz of Moody's Investors Service.
Taken together, the expectation of weakened financial metrics, the
more aggressive financial policy and the challenging operating
environment, which is developing, are consistent with the revised
Baa3 senior unsecured rating.

The ratings were downgraded because CSX is expected to increase
debt to fund a meaningful portion of the share purchases. Over the
period planned for the share purchases, credit metrics of retained
cash flow to debt, EBIT to interest and debt to EBITDA are likely
to weaken to levels outside the ranges Moody's cited to preserve
CSX's previous Baa2 senior unsecured rating in its February 14,
2007 release. As well, the stepped-up program of shareholder
enhancements would be a significant departure from CSX's historic
financial practices. These practices included financial leverage
consistent with the high fixed costs and the especially high level
of capital investment characteristic of the railroad industry,
while maintaining sufficient liquidity and debt capacity to
cushion the industry's cash flow volatility.

During the growth phase of the transportation sector (since 2004),
CSX has considerably more than doubled its operating profit and
sharply improved its credit metrics, as EBIT to interest expense
more than doubled and debt to EBITDA was cut in half. Near-term
profits are likely to be consistent with management guidance
because CSX's railroad operations are fluid and the pricing
environment remains favorable. Sustaining profit and cash flow at
the current level would position CSX's credit metrics of retained
cash to debt and EBIT to interest expense within the range of
other Baa3 issuers.

However, CSX's rail operations and profits have been among the
more volatile in the sector. Only recently have railroad
operations been sufficiently fluid for the company to take full
advantage of the high demand for rail service. Moreover, Moody's
believes that a substantial portion of the improved profits is
because of sharply increased yields. If CSX is unable to preserve
the high pricing levels, because of reduced demand or if service
falls off, it would be particularly difficult for CSX to sustain
the profit and cash flow consistent with the recent record
results. Year to date, carloadings and intermodal volume for CSX
and the rest of the railroad industry are down considerably from
the same period during 2006, and a similar weakness in volume is
evident across other modes of freight transport.

The Consolidated Rail ratings were also downgraded because the
debt ratings are partly based on the obligations of CSX to make
lease payments to Consolidated Rail for the ETC's and to also
support the small amount of senior unsecured debt still
outstanding.

The stable rating outlook considers CSX's higher debt level, and
reflects the company's greater reliance on achieving a plan to
sustain higher profits and cash flow to preserve credit metrics
consistent with its Baa3 rating level.

Downgrades:

* CSX Capital Trust I

   -- Preferred Stock Shelf, Downgraded to (P)Ba1 from (P)Baa3

* CSX Corporation

   -- Commercial Paper, Downgraded to P-3 from P-2

   -- Issuer Rating, Downgraded to Baa3 from Baa2

   -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba2
      to (P)Baa3 from a range of (P)Ba1 to (P)Baa2

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
      Baa3 from Baa2

   -- Senior Unsecured Medium-Term Note Program, Downgraded to
      Baa3 from Baa2

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      Baa3 from Baa2

   -- Senior Unsecured Shelf, Downgraded to (P)Baa3 from (P)Baa2

* CSX Transportation, Inc.

   -- Senior Secured Equipment Trust, Downgraded to A2 from A1

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      Baa3 from Baa2

  * Consolidated Rail Corporation

   -- Senior Secured Equipment Trust, Downgraded to A2 from A1

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      Baa3 from Baa2

  * Peninsula Ports Authority of Virginia

   -- Senior Unsecured Revenue Bonds, Downgraded to Baa3 from
      Baa2

  * Sea-Land Services. Incorporated

   -- Senior Secured Regular Bond/Debenture, Downgraded to Baa3
      from Baa2

  * Toledo-Lucas County Port Authority, OH

   -- Senior Unsecured Revenue Bonds, Downgraded to Baa3 from
      Baa2

Outlook Actions:

  * CSX Capital Trust I

   -- Outlook, Changed To Stable From Rating Under Review

  * CSX Corporation

   -- Outlook, Changed To Stable From Rating Under Review

  * CSX Transportation, Inc.

   -- Outlook, Changed To Stable From Rating Under Review

  * Consolidated Rail Corporation

   -- Outlook, Changed To Stable From Rating Under Review

  * Sea-Land Services. Incorporated

   -- Outlook, Changed To Stable From Rating Under Review

CSX Corporation, based in Jacksonville Florida, operates a Class I
railroad in the eastern United States.


CUSTOM FOOD: Gets Court Okay to Sell Business at a June 12 Auction
------------------------------------------------------------------
Custom Food Products Inc. obtained authority from the United
States Bankruptcy Court for the District of Delaware to sell its
business to an affiliate of Contrarian Financial Service Co. LLC
subject to higher and better offers, Bill Rochelle of Bloomberg
News reports.

The Debtor will hold an auction on June 12, 2007.

To participate in the auction, competing bids must be submitted by
June 11, 2007.  

According to Mr. Rochelle, Contrarian, a secured creditor,
proposed to pay priority claims, the costs of the bankruptcy case
until confirmation of a plan, specified liabilities, and an amount
of cash for unsecured creditors to be negotiated before the sale
with the Official Committee of Unsecured Creditors.

Mr. Rochelle relates that Contrarian needs to negotiate an
agreement with a unit of Wachovia Corp. regarding the
$18.3 million secured claim of Wachovia Capital Finance Corp.

The Court is set to consider approval of the sale on June 13,
2007.

Based in Carson, California, Custom Food Products, Inc. fka Center
of the Plan Foods, Inc. -- http://www.customfoodproducts.com/--   
develops, manufactures and markets value-added meat, poultry, and
pork products sold to the foodservice industry and manufacturers
of packaged foods.  The Debtor filed for Chapter 11 protection on
April 13, 2007 (Bankr. D. Del. Case No. 07-10495).  Laura Davis
Jones, Esq., at Jones Pachulski Stang Ziehl Young Jones &
Weintraub, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $1 million to
$100 million.


DAIMLERCHRYSLER AG: GMAC May Work With Chrysler, Wagoner Says
-------------------------------------------------------------
General Motors Corp.'s former financial arm, GMAC LLC (fka General
Motors Acceptance Corp), and Chrysler Financial Services LLC could
collaborate in some areas as both begin to operate under the same
owner, Cerberus Capital Management LP, which recently paid $7
billion to acquire an 80% stake in the DaimlerChrysler AG unit,
Reuters reports, quoting GM CEO Rick Wagoner.

Cerberus will take control of Financial Services, a business unit
of DaimlerChrysler Financial Services, when that deal closes in
the third quarter, Reuters relates.  It also bought a 51% stake in
GMAC in a deal that closed late last year.  On a combined basis,
Cerberus would have the largest share of the auto loan market,
ahead of Ford Motor Credit.

When asked about the possibility of a merger between GMAC and
Chrysler Financial, Mr. Wagoner said there was scope for future
cooperation between the two auto finance companies, Reuters notes.  
But he added that no such conversations had taken place yet and
that GM would have a say in how such collaboration would play out
through its remaining stake in GMAC.

"It's too early to speculate on what's the right way to
cooperate... There are a lot of issues," Mr. Wagoner said, adding
that there were "potential synergies" between GMAC and Chrysler
Financial and "a lot of different ways to think about it."

"To be honest, GMAC... has been pretty busy getting the
residential mortgage business back on track and trying to keep the
rest of the business going," Mr. Wagoner concluded.

As reported in the Troubled Company Reporter on March 7, 2007,
analysts have predicted Chrysler is set to follow General Motors'
example.  General Motors Corp. last year sold a 51% stake in its
General Motors Acceptance Corp. finance unit to a consortium of
investors led by Cerberus FIM Investors LLC and including wholly
owned subsidiaries of Citigroup Inc., Aozora Bank Ltd., and The
PNC Financial Services Group Inc.  The sale carried a $7.4 billion
purchase price, a $2.7 billion cash dividend from GMAC, and other
transaction related cash flows including the monetization of
certain retained assets.  GM and the Cerberus-led consortium
invested $1.9 billion of cash in preferred equity in GMAC -- $1.4
billion by GM and $500 million by the consortium.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- is a global financial  
services company that operates auto finance, real estate finance,
commercial finance and insurance businesses.  The company was
established in 1919 and currently employs about 31,000 people
worldwide.  GMAC has branches in 19 European countries, including
the United Kingdom, Germany, France, Italy, Greece, Croatia and
the Slovak Republic.  Its Latin American operations are located in
Argentina, Brazil, Chile, Colombia, Ecuador, Mexico and Venezuela.  
It also has divisions in Australia, China, India, New Zealand and
Thailand.  At Dec. 31, 2006, GMAC held more than $287 billion in
assets and earned net income for 2006 of $2.1 billion on net
revenue of $18.2 billion.

                      About General Motors

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

                      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: Workers Get $1.2 Bil. for Chrysler Pension Fund
----------------------------------------------------------------
Chrysler Group's workers stand to receive an additional
$1.2 billion as a result of the unit's pending sale after
former parent DaimlerChrysler AG and new owner Cerberus
Capital Management LP have pledged to contribute to the
pension plan, United Auto Workers President Ron Gettelfinger told
union members during an online discussion, according to published
reports.

"Cerberus has committed to contributing an additional
$200 million to the pension fund and Daimler is providing a
conditional guarantee of $1 billion for up to five years,"
Mr. Gettelfinger said.

The $200 million is part of the $5 billion that Cerberus will
invest in Chrysler, the International Herald Tribune claims,
quoting executives from the private-equity firm.  Chrysler
spokesman Mike Aberlich said he was not familiar with the
$1 billion guarantee mentioned by Mr. Gettelfinger.

Mr. Gettelfinger and UAW Vice President General Holiefield
will take charge in negotiating a new contract with Chrysler
to replace a four-year deal on wages and benefits expiring in
September 2007, Reuters relates.  Both of them also revealed
during the online chat that Chrysler's pension plan is
$2 billion over-funded and that its benefits are secure.

Both union leaders explained that Chrysler's long-term healthcare
liability for retirees is in the billions of dollars, but is part
of a bigger health care crisis in America, MSNBC states.  They
also reassured union members that Cerberus has promised there will
be no additional jobs cuts other than those disclosed early this
year.

As reported in the Troubled Company Reporter on May 16, 2007,
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 an 80.1% stake in Chrysler.  In addition,
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.  He also promised not to eliminate
United Auto Worker positions beyond those already announced in
February 2007.

Meanwhile, DaimlerChrysler's supervisory board has formally
approved Chrysler's sale to Cerberus, saying it has "approved the
concept for the Chrysler Group and the realignment of
DaimlerChrysler AG in the form submitted by the board of
management," in a statement issued by the German automaker, The
Associated Press reports.

                      About DaimlerChrysler

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

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

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

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

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


DELPHI FINANCIAL: Prices $175MM Junior Debentures Public Offering
-----------------------------------------------------------------
Delphi Financial Group Inc. has priced $175 million of its
Junior Subordinated Debentures public offering.

Delphi expects to use the proceeds of the offering to repay
existing corporate debt and for other general corporate purposes.
The offering is expected to close on May 23, 2007, subject to
customary closing conditions.
    
The Junior Subordinated Debentures have a 30-year scheduled
maturity and a 60-year final maturity, and are callable at par
after ten years.  The Junior Subordinated Debentures have a fixed
rate coupon of 7.376% for an initial ten- year period, after which
the coupon will become floating.
    
Banc of America Securities LLC, Lehman Brothers and Wachovia
Securities are acting as joint book-running managers for the
offering.
    
Offers and sales of these securities may be made only by the
related prospectus and prospectus supplement, which may be
obtained from:

   -- Lehman Brothers
      No. 745 Seventh Avenue
      New York, NY 10019
      Tel: (888) 603-5847

                   About Delphi Financial Group

Headquartered in Wilmington, Delaware, Delphi Financial Group Inc.
(NYSE: DFG) -- http://www.delphifin.com/-- is an integrated  
employee benefit services company.  Delphi manages all aspects of
employee absence to enhance the productivity of its clients and
provides the related insurance coverages: group life, long-term
and short-term disability, excess workers' compensation for self-
insured employers, travel accident and dental.  Delphi's asset
accumulation business emphasizes individual fixed annuity
products.   

                          *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's Investors Service assigned a Ba1 rating to Delphi
Financial Group Inc.'s proposed $150 million offering of junior
subordinated debentures due 2067.  

As reported in the Troubled Company Reporter on May 11, 2007,
Standard & Poor's Ratings Services raised its counterparty credit
and senior debt ratings on Delphi Financial Group Inc. to 'BBB+'
from 'BBB' and raised its preferred stock ratings on DFG to 'BBB-'
from 'BB+'.


DORAL FINANCIAL: Fitch Cuts Ratings; Keeps Watch Negative
---------------------------------------------------------
Fitch Ratings has lowered Doral Financial Corporation's ratings
as:

  Doral Financial Corporation

     -- Long-term Issuer Default Rating to 'B' from 'B+';
     -- Senior debt to 'B-' from 'B';
     -- Preferred stock to 'CCC' from 'CCC+';
     -- Individual to 'E' from 'D/E'.

  Doral Bank

     -- Long-term Issuer Default Rating to 'B+' from 'BB-';
     -- Long-term deposits to 'BB- from 'BB';
     -- Individual to 'D' from 'C/D'.

The ratings remain on Rating Watch Negative.

Doral Financial announced it has entered into a definitive stock
purchase agreement, providing for the sale by the company of $610
million of common stock to an investor group.  The group includes:
Bear Stearns Merchant Banking, Marathon Asset Management, Perry
Capital, D. E. Shaw group, Tennenbaum Capital Partners, Eton Park
Capital Management, Goldman Sachs & Co., Canyon Capital Advisors
and GE Asset Management.

Following the issuance the investment group will control 90% and
current shareholders will own the remaining 10%.

Although, Fitch views the capital injection favorably, Doral
Financial is under a tight time frame to meet conditions to
acquire the full amount of liquidity by July 20, 2007.  A
successful recapitalization plan will allow Doral Financial to
navigate through some significant near-term issues.  However, once
the recapitalization is complete, longer-term issues continue to
be present that Doral Financial must address.

Specifically, the rating action is driven by the numerous
conditions and approvals that need to be met in order for Doral
Financial to acquire the much needed liquidity prior to the
nearing US$625 million debt maturity on July 20, 2007.  These
conditions include: shareholder approval of the transaction,
various regulatory approvals, final approval by the U.S. District
Court for the Southern District of New York of the previously
announced settlement of the consolidated securities class action
and shareholder derivative lawsuits pending against the Company;
the receipt by the investment group of US$215 million in
additional equity commitments; the receipt by Doral Financial of
final regulatory approvals to receive, within one day after the
closing, at least US$150 million from the transfer of Doral's
portfolio of mortgage servicing rights to Doral Bank Puerto Rico
and from a dividend distribution from Doral Bank FSB following
consummation of the previously announced sale of its New York
branches.

The resolution of the Negative Rating Watch Negative will mostly
be driven by the successful completion of the stock purchase
agreement.  The proceeds from the investment group will pacify
near-term liquidity concerns with the pending US$625 million debt
maturing July 20, 2007.  Also, the sale of the New York bank and
the proceeds from the sale of the MSRs will cover the litigation
settlement.  However, long-term concerns still exist which
include: demonstrated success of business model, an ability to
return to profitability, rising non-performing assets that could
cause credit costs to rise, current weakened state of the Puerto
Rico economy, and Doral Financial's market position in Puerto Rico
has been reduced.

In addition, Fitch currently rates the following:

  Doral Financial Corporation

     -- Short-term Issuer 'B';
     -- Support '5'.

  Doral Bank

     -- Short-term Issuer 'B';
     -- S-T Deposit Obligations 'B';
     -- Support '5'.

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


DORAL FINANCIAL: Moody's May Downgrade B2 Rating After Review
-------------------------------------------------------------
Moody's Investors Service is continuing its review of Doral
Financial Corporation for possible downgrade.  The ratings have
been on review for possible downgrade since January 5, 2007 when
Doral was downgraded to B2 from B1 for senior debt.  The review
has centered on Doral's prospects for refinancing $625 million of
debt maturing in July.

Moody's notes that on May 17, 2007, Doral announced that it
reached a definitive agreement with Bear Stearns Merchant Banking
and a number of other investors to invest $610 million in exchange
for 90% of Doral's common equity. Following completion of the
transaction, existing shareholders will own 10% of the company.
The proceeds from the capital raise, combined with other financial
resources, should allow Doral to repay the $625 million of debt
due in July. In addition, the payment obligation under Doral's
previously announced settlement of shareholder litigation, which
is contingent on the capital raise being successful, will
principally be funded by cash from Doral Bank Puerto Rico in
exchange for Doral's mortgage servicing rights.

Notwithstanding the announcement, the rating agency noted that the
agreement with the investor group will require regulatory and
shareholder approval, and the transaction will have to be funded,
prior to the date of the debt maturity, July 20th. That time frame
remains tight, in Moody's view.

Moody's expects to complete its review by late July. If the
transaction closes on time and the debt is paid in full, the
rating will be confirmed. In this scenario, Moody's anticipates
that positive rating pressure would emerge upon successful
execution of the business plan of Doral's new management team. On
the other hand, if Doral fails to obtain the necessary approvals
required for the transaction to close, it will likely file for
bankruptcy and a downgrade is likely.

                    About Doral Financial Corp.

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


EAGLE BROADBAND: Sells Fiber Network to Optical Entertainment
-------------------------------------------------------------
Eagle Broadband Inc. has entered into an agreement to sell a
portion of its fiber network located in northwest Harris County,
Texas and Fort Bend County, Texas to Optical Entertainment Network
Inc.

"OEN has been operating a portion of our network for over a year
now after we decided that the traditional cable business was not a
key part of our core operations and strategy going forward," said
Dave Micek, president and CEO of Eagle Broadband.  "OEN has
expressed an interest in purchasing the network for some time now,
and we're glad that we were able to agree on a purchase structure
that works for both of us.  This transaction will allow Eagle to
further concentrate our efforts on our IPTV and IT Services
businesses, and to focus on delivering IPTV to upscale high-rise
condominiums in the Miami area rather than residential
subdivisions."

"The demographics within the network have always been attractive
and this purchase allows OEN to easily expand our FISION(TM)
service within these communities and widen our footprint to other
bordering neighborhoods that have expressed a strong appetite for
our Triple Play Plus(TM) offering," said Albert J. Estrada,
president and CEO of OEN.

Under the terms of the letter agreement, OEN and Eagle will
execute an asset purchase agreement no later than May 18, 2007,
which will provide for a closing on June 15, 2007.  OEN will pay
Eagle $1.9 million over a period of 13 months and the asset
purchase agreement will also provide for an additional payment of
$800,000 to Eagle in the event OEN is purchased by a third party
or if OEN sells the network to a third party.

Eagle is currently providing Network Operating Center services to
OEN on this network and expects to continue doing so going
forward.

                About Optical Entertainment Network

Based in Houston, Texas, Optical Entertainment Network --
http://www.fision.net/-- provides video, internet and voice  
transmission services to residential and commercial customers over
a system specifically designed to optimize fiber-to-the-home
technology.  FISION delivers Ultimate Internet at speeds of up to
10 Mbps symmetrical per subscriber and innovative applications
such as telemedicine and video conferencing.  FISION will also
provide local and long distance IP Voice services, delivering the
promise of true convergence from one company.

                      About Eagle Broadband

Eagle Broadband Inc. (OTC BB: EAGB) -- http://eaglebroadband.com/  
-- is a technology company that develops and delivers products and
services in three core business segments: IPTV -- Eagle
Broadband's IPTVComplete(TM) provides direct access to more than
250 channels of high-demand programming from popular entertainment
providers, often using Eagle's high-definition, set-top boxes.

SatMAX(R) -- Eagle Broadband's SatMAX provides indoor/outdoor
communications utilizing the global Iridium-based satellite
communications system.  It offers both fixed and mobile solutions,
including the emergency first responder SatMAX Alpha "SatMAX-in-a-
suitcase" technology.

IT Services - Eagle Broadband's IT Services Group is a full-
service integrator offering a complete range of network technology
products including VoIP, remote network management, network
implementation services and IT project management services.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 27, 2006,
LBB & Associates Ltd. LLP in Houston, Texas, expressed substantial
doubt about Eagle Broadband Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended Aug. 31, 2006, and 2005.  The auditing firm
pointed to the company's negative working capital, losses in 2005
and 2006, and need for additional financing necessary to support
its working capital requirements.


ENERGY XXI: S&P Junks Rating on Proposed $700 Mil. Note Offering
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'CCC+' corporate
credit rating to oil and gas exploration and production company
Energy XXI Limited.  At the same time, Standard & Poor's assigned
its 'CCC' senior unsecured rating to subsidiary Energy XXI Gulf
Coast Inc.'s proposed $700 million note offering.  The outlook is
stable.
     
Pro forma the proposed $700 million note offering, Hamilton,
Bermuda-based Energy XXI will have approximately $1 billion debt
outstanding as of June 30, 2007.
      
"The ratings on Energy XXI reflect its very limited operating
history, high debt leverage, elevated cost structure, aggressive
growth strategy, and small reserve base concentrated in the
capital-intensive Gulf of Mexico region," said Standard & Poor's
credit analyst Paul Harvey.  "Mitigating factors include an
experienced management team, a substantial hedging program to
protect cash flows, and improving operating results."
     
The stable outlook assumes liquidity remains adequate while Energy
XXI successfully integrates the Pogo acquisition.  If debt
leverage increases beyond current levels and/or if liquidity were
to weaken significantly, ratings would face considerable negative
pressure.  On the other hand, ratings could be raised over the
medium term if Energy XXI can achieve a track record of
successfully integrating its acquisitions while organically
increasing production and reserves and materially reducing debt
leverage.

Energy XXI Gulf Coast, Inc. is an independent exploration and
production company based in Houston, Texas and is an indirect
wholly owned subsidiary of Energy XXI (Bermuda) Limited.

Energy XXI (Bermuda) (LSE:EGY) is an independent oil and natural
gas exploration and production company whose growth strategy
emphasizes acquisitions, enhanced by its value-added organic
drilling program.  The company's properties are primarily located
in the U.S. Gulf of Mexico waters and the Gulf Coast onshore.
Energy XXI is listed on the NASDAQ system under the symbol 'EXXI'


ENERSYS: S&P Holds All Ratings & Revises Outlook to Stable
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
industrial battery manufacturer EnerSys to stable from negative.  
At the same time, Standard & Poor's affirmed all its ratings on
the company, including its 'BB' corporate credit rating.
      
"The outlook revision reflects the company's demonstrated progress
in gradually returning to credit metrics that are in line with
expectations for the rating, despite the continued challenging
commodity price environment, as well as our expectation that
EnerSys' financial policies, while considered aggressive, will
remain consistent for the rating," said Standard & Poor's credit
analyst Gregoire Buet.
     
EnerSys is challenged by the prices for lead, which represent
about 25% of its costs of goods sold; more so than any other
material.  High lead prices have pressured gross margins.  
Throughout 2005 and 2006, the company succeeded in implementing
price increases to help offset these costs, but lead prices
continue to be on an upward trend, which will require further
pricing action.  Rising volumes, reduction in manufacturing plant
costs, and progress with the integration of acquisitions should,
however, continue to help Enersys achieve growth in operating
earnings, despite gradually eroding margins and weak, though
positive, free cash flow.

EnerSys -- http://www.enersys.com/-- (NYSE: ENS) manufactures  
industrial battery through 21 manufacturing and assembly
facilities worldwide.  Headquartered in Reading, Pennsylvania, the
company is uniquely positioned to provide expertise in designing,
building, installing and maintaining a comprehensive stored energy
solution for industrial applications throughout the world.  The
company's products and services are focused on two primary
markets: Motive Power (North & South America) or (Europe) and
Reserve Power (Worldwide), (Aerospace & Defense) or (Speciality
Batteries).  The company's facilities are located at China,
France, Mexico, Germany, and the United Kingdom, among others.


EPICOR SOFTWARE: S&P Holds BB- Rating on $100 Million Senior Loan
-----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB-' corporate
credit rating and stable outlook on Irvine, California-based
Epicor Software Corp.
     
At the same time, Standard & Poor's affirmed its 'BB-' bank loan
rating on Epicor's $100 million senior secured revolving credit
facility and revised the recovery rating to '2' from '3',
reflecting its expectation for substantial (80%-100%) recovery of
principal in the event of a payment default.  Standard & Poor's
also assigned its 'B+' rating to Epicor's recently issued
$230 million senior unsecured convertible notes.
     
Approximately $94 million of the estimated $222 million net
proceeds from the convertible notes offering was used to repay the
remaining balance of Epicor's senior secured term loan.  The
company has indicated that remaining proceeds will be used for
general corporate purposes, including acquisitions or share
repurchases.  While operating lease-adjusted leverage has
increased to nearly 4x following the issuance of the convertible
notes, S&P's ratings affirmation reflects its expectation that a
substantial portion of the excess proceeds will be invested in the
business and drive improvement to Epicor's cash flow and financial
profile.  S&P's 'BB-' rating also incorporates the expectation
that the organic growth trajectory demonstrated over the past
several quarters will continue.

Epicor Software Corp. -- http://www.epicor.com/-- (Nasdaq: EPIC)
provides integrated enterprise resource planning, customer
relationship management, supply chain management and professional
services automation software solutions to midmarket companies and
divisions of the Global 1000.  Founded in 1984, Epicor serves over
20,000 customers in more than 140 countries, providing solutions
in over 30 languages.  Epicor is headquartered in Irvine,
California.  The company has offices in Mexico, Australia, China,
Hong Kong, Indonesia, Japan, Denmark, Germany, Russia, and the
United Kingdom, among others.


FASTENTECH INC: Completes 11-1/2% Sr. Subordinated Notes Offering
-----------------------------------------------------------------
FastenTech Inc. accepted for purchase all of the $149,420,000
aggregate principal amount of the outstanding 11-1/2% Senior
Subordinated Notes due 2011 (CUSIP Nos. 31188BAC8 and 31188BAA2)
tendered, representing approximately 86% of the total principal
amount of Notes outstanding, in connection with the closing of
the transactions contemplated by the Merger Agreement.

On May 16, 2007 FasTech Inc., the parent of FastenTech Inc.
and Doncasters Group Ltd., closed the transactions contemplated by
its reported Agreement and Plan of Merger by and among FasTech
Inc., Dundee MergerCo Inc., Dundee Holding Inc., Doncasters Group
Ltd., as guarantor and the Stockholders Representative.

Dundee MergerCo Inc. and Dundee Holding Inc. is a newly-formed
companies organized by Doncasters Group Ltd. under to the Merger
Agreement.  In addition, FasTech Inc. became a wholly owned
indirect subsidiary of Doncasters Group Ltd.

As reported in the Troubled Company Reporter on March 27, 2007,
FastenTech, Inc. commenced a tender offer to purchase for cash any
and all of its outstanding 11-1/2% Senior Subordinated Notes due
2011 on the terms and subject to the conditions set forth in its
Offer to Purchase and Consent Solicitation Statement dated March
22, 2007.  In connection with the tender offer, the company is
soliciting consents to certain proposed amendments to the
indenture governing the Notes.

If all conditions to the tender offer and consent solicitation are
satisfied, holders of the Notes who validly tender their Notes
pursuant to the tender offer and validly deliver their consents
pursuant to the consent solicitation by 5:00 p.m., New York time,
on April 5, 2007, unless such date is extended or earlier
terminated by the company, and do not validly withdraw their Notes
or revoke their consents by such date, will be paid a total
consideration of $1,061.25 for each $1,000 principal amount of the
Notes.  In addition, holders who validly tender and do not validly
withdraw their Notes in the tender offer will receive accrued and
unpaid interest from the last interest payment date up to, but not
including, the applicable date of payment.

                         About FastenTech

Minneapolis, Minn.-based FastenTech Inc. -- www.fastentech.com --
is a privately held manufacturer of specialty fasteners and
fastener systems in the U.S.  It manufactures and markets
engineered components that support applications in various end-
markets, including the power generation, industrial, military,
construction, medium- heavy duty truck, recreational and
automotive/ light truck markets.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2007,
Moody's Investors Service placed the ratings of FastenTech, Inc.
under review with direction uncertain following the company's
report that it is being acquired by Doncasters Group Ltd., a UK-
based engineering group for $492 million.


FASTENTECH INC: S&P Withdraws Ratings on Doncasters Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
FastenTech Inc.  The withdrawal follows the acquisition
of the company by Doncasters Group Ltd.


FEDERATED DEPARTMENT: Earns $36 Million in Quarter Ended May 5
--------------------------------------------------------------
Federated Department Stores Inc. reported net income of
$36 million for the first quarter ended May 5, 2007, compared with
a net loss of $52 million for the same period ended April 29,
2006.

Federated's operating income totaled $208 million or 3.5 percent
of sales for the quarter ended May 5, 2007, compared with
operating income of $20 million or 0.3 percent of sales for the
same period last year.  Federated's first quarter 2007 operating
income includes $36 million in May Company integration costs,
compared with $129 million in integration costs and related
inventory valuation adjustments in the first quarter of 2006.

Excluding these items, operating income was $244 million or
4.1 percent of sales in the first quarter of 2007, and
$149 million or 2.5 percent of sales in the first quarter of 2006.

"Sales in the quarter were soft, particularly in April.  For the
quarter as a whole, we were pleased with sales in the legacy
Macy's and Bloomingdale's stores," said Terry J. Lundgren,
Federated's chairman, president and chief executive officer.
"However, sales in the new Macy's locations were disappointing in
the quarter.  In spite of weak sales, we achieved strong gross
margin results and reduction in expense as a percent to sales.  We
are on track to deliver at least $450 million in annual expense
savings as a result of the May Company acquisition.  While April
has given us some concern about the consumer and the economic
environment, we remain optimistic that our trends will improve
particularly in the back half of the year as we reach the first
anniversary of the Macy's brand conversion."

Sales in the first quarter totaled $5.921 billion, a decrease of
0.2 percent compared to sales of $5.930 billion in the same period
last year.  This is below the company's guidance for first quarter
sales to be in the range of $6 billion to $6.1 billion.   On a
same-store basis, Federated's first quarter sales were up
0.6 percent.

In the first quarter of 2007, the company opened six new stores -
Macy's in Bolingbrook, Ill., Boston and Hyannis, Mass.,
Collierville, Tenn., and Austin, Tex., as well as a Bloomingdale's
in Costa Mesa, Calif.  A Macy's store in Salt Lake City was
closed.

The recurring gross margin rate for the first quarter of 2007 was
39.8 percent, compared with 38.8 percent in the same quarter a
year earlier.

First quarter 2007 selling, general and administrative expenses as
a percent of sales improved by 0.6 of a percentage point compared
with last year.

Net cash used by continuing operating activities was $370 million
in the first quarter of 2007, compared with $114 million in the
first quarter last year.  The difference reflects the fact that
the company no longer owns proprietary credit receivables.  In
addition, inventory levels in the first quarter of 2006 were
impacted by the liquidation of merchandise in the former May
Company stores.

Net cash used by continuing investing activities in the first
quarter of 2007 was $31 million, compared with $84 million a year
ago.  Net cash used by continuing financing activities was
$309 million in the first quarter of 2007, compared with
$178 million in cash provided by continuing financing activities
in the first quarter last year.  The company issued $1.6 billion
in long-term debt in the first quarter.

The company repurchased 45 million outstanding shares of common
stock on Feb. 27, 2007, for an initial payment of approximately
$2 billion through accelerated share repurchase agreements.  
Credit Suisse has completed the variable term accelerated share
repurchase agreement, involving 22.5 million shares.  The second
part of the program, representing 22.5 million shares, is ongoing.
At the end of the quarter, the company had remaining authorization
to repurchase up to approximately $2.2 billion of its common
stock.

At May 5, 2007, the company's balance sheet showed $28.631 billion
in total assets, $18.182 billion in total liabilities, and
$10.449 billion in total stockholders' equity.

                    About Federated Department

Federated Department Stores Inc. (NYSE: FD) -- http://www.fds.com/
-- with corporate offices in Cincinnati and New York, is one of
the nation's premier retailers, with fiscal 2006 sales of
$27 billion.  Federated operates more than 850 department stores
in 45 states, the District of Columbia, Guam and Puerto Rico under
the names of Macy's and Bloomingdale's.  The company also operates
macys.com, bloomingdales.com and Bloomingdale's By Mail.   
Contingent on shareholder approval, Federated's name will change
to Macy's Inc. and trade on the New York Stock Exchange under
ticker symbol "M", effective June 1, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on March 1, 2007,
Moody's Investors Service downgraded Federated Department Stores
Inc.'s long term senior unsecured debt rating to Baa2 from Baa1,
and affirmed the company's Prime 2 rating for commercial paper,
following the company's announcement that the Board had authorized
a $4 billion additional share buyback program.


FESTIVAL FUN: High Financial Risk Cues Moody's to Hold B3 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Festival Fun Parks, LLC and the B3 rating on its
$150 million of senior unsecured bonds.  The outlook remains
stable.

Festival's ratings reflect high financial risk, including debt-to-
EBITDA (as per Moody's standard adjustments, which include
operating leases) in the high 6 times range, EBITDA less capital
expenditures coverage of interest in the 1 time range, and
approximately breakeven free cash flow.  Furthermore, attendance
at Festival's water parks, which constitute slightly over half of
consolidated EBITDA, generally declines in poor weather, providing
potential for volatility in operations. Finally, Festival operates
in a mature industry and faces competition for consumer leisure
time from increasing entertainment options.

Festival's ratings benefit from its geographic diversity, and
operations on both the east and west coasts somewhat mitigate the
negative impact of poor weather. Additionally, no one park
comprises more than 10% of revenue. The limited supply of
affordable real estate impedes entry from a competing water park
or family entertainment center, and Moody's believes Festival
competes more with other entertainment options than with
comparable parks. Finally, when MidOcean Partners, L.P. (MidOcean)
purchased Festival in April 2006, MidOcean contributed cash equity
representing approximately 25% of the valuation, which continues
to support the rating.

Moody's rates the $150 million senior unsecured notes B3, one
notch lower than the corporate family rating.  The notes benefit
from guarantees from all operating subsidiaries but are
subordinate to a $40 million revolving credit facility (unrated)
which has a first lien security in all assets.

* Festival Fun Parks, LLC

   -- Affirmed B2 Corporate Family Rating
   -- Affirmed B3 rating on Senior Unsecured Bonds, LGD4, 59%
   -- Outlook Stable

Festival Fun Parks, LLC (Festival, a wholly owned subsidiary of
Palace Entertainment Holdings, Inc.), the largest operator of
local water parks and family entertainment centers in the United
States, operates 32 parks in or near major metropolitan areas in
eight states. Its headquarters are in Newport Beach, California,
and its revenue for the year ended December 2006 was $163 million.


FRESENIUS AG: Moody's Affirms Ba2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed all ratings of Fresenius AG,
and changed the outlook to positive from stable.  Concurrently,
Moody's has also affirmed the ratings of Fresenius's subsidiary,
Fresenius Medical Care & Co KGaA, and changed the outlook to
positive from stable.

According to Moody's, the rating affirmations for Fresenius and
FME reflect the successful integration of the Helios acquisition
by Fresenius AG and the acquisition of Renal Care Group by FME.

"The positive outlooks for FME and Fresenius reflect the constant
improvements in the operating performance of the two companies
driven by organic growth supported by the favorable demographic
fundamentals for healthcare services and medical equipment and the
progress in de-leveraging of both entities capital structures.

"While both ratings carry positive outlooks we expect a faster
rating migration for Fresenius than for FME, given the broader
diversification of cash flow sources and a more pronounced
improvement in credit metrics expected for the next twelve months
than for FME," says Christian Hendker, Moody's lead analyst for
Fresenius and FME.

The affirmation of Fresenius's Ba2 Corporate Family Rating
(Ba2 PDR) reflects:

  (1) the group's sizeable scale as a global provider of
      healthcare services and medical products and the recurring
      nature of the revenue base;

  (2) its balanced level of geographical diversification;

  (3) its segmental diversification in the healthcare market
      supported by strong market positions; and

  (4) good financial flexibility.

However, the rating is constrained by:

  (1) still relatively high financial leverage following a
      number of sizeable acquisitions in recent years;

  (2) ongoing acquisition risk and the expectation for
      acquisition-related cash flow constraints over the medium
      term;

  (3) shareholder orientation; and

  (4) exposure to regulatory changes and pricing pressure from
      governments and healthcare organizations worldwide.

The positive outlook for Fresenius AG reflects the benefits of an
improved segmental diversification due to increasing performance
contributions of ProServe and Kabi which are somewhat reducing the
historical dependency on the operating performance of FME.
Additionally, the group's credit metrics are approaching
historical levels, as reflected by Debt to EBITDA of 3.7x in the
fiscal year ending Dec. 31, 2006. An upgrade in Fresenius's
ratings could be triggered by a clear trend of improving CFO to
Debt towards the high teens and reducing Debt to EBITDA below
3.5x.

The affirmation of the Ba2 Corporate Family Rating for FME
(Ba2 Probability of Default or PDR) is supported by:

  (1) FME's absolute scale and a strong market position as a
      leading global provider of dialysis products and private
      dialysis services;

  (2) continued favorable industry growth trends as well as the
      recurring nature of FME's revenues;

  (3) high profitability levels; and

  (4) good financial flexibility.

FME's rating is constrained by:

  (1) its relatively high adjusted financial leverage;

  (2) the potential risks from the company's pure-play focus on
      the dialysis market, albeit mitigated by its position as a
      provider of both products and services;

  (3) the company's exposure to regulatory changes, government
      investigations and pricing pressure from governments and
      healthcare organisations worldwide; and

  (4) regional concentration on the North American market.

The positive outlook for FME incorporates Moody's view of the
stability of the dialysis market and is underpinned by favourable
demographic demand drivers the rating remains constrained by
relatively high financial leverage (Debt to EBITDA of 3.9x in the
fiscal year ending Dec. 31, 2006). Given a relatively more
concentrated business profile than Fresenius, FME's metrics would
need to show a track record of Debt to EBITDA below 3.5x and CFO
to Debt in the high teens on a sustained basis to accommodate a
rating upgrade.

Moody's notes that the rating levels for Fresenius' Ba2 Corporate
Family Rating and the Ba2 Corporate Family Rating of its key
subsidiary FME are not directly linked. However, Fresenius'
consolidated operating performance and financial leverage are
highly correlated to FME, given the full consolidation of FME's
financial results (Fresenius AG holds a 36% economic interest in
FME, but as result of FME's legal status as a KGaA Fresenius has
100% management control of this entity). FME remains fully
controlled and hence fully consolidated by Fresenius AG as long as
Fresenius owns more than 25% of FME. Moody's notes that, although
a change in the consolidation method would affect the group's
consolidated operating performance and cash generation, it would
also result in a reduction in absolute debt levels.

The previous rating action for these issuers was on 31 March 2006,
when Moody's affirmed the ratings for Fresenius and FME following
US anti-trust approval and the expected completion of the
acquisition of Renal Care Group, Inc.

Outlook Actions:

* FMC Trust Finance S.a.r.l.

   -- Outlook, Changed To Positive From Stable

* Fresenius AG

   -- Outlook, Changed To Positive From Stable

* Fresenius Finance BV

   -- Outlook, Changed To Positive From Stable

* Fresenius Medical Care AG & KGaA

   -- Outlook, Changed To Positive From Stable

* Fresenius Medical Care Capital Trust II

   -- Outlook, Changed To Positive From Stable

* Fresenius Medical Care Capital Trust III

   -- Outlook, Changed To Positive From Stable

* Fresenius Medical Care Capital Trust IV

   -- Outlook, Changed To Positive From Stable

* Fresenius Medical Care Capital Trust V

   -- Outlook, Changed To Positive From Stable

Headquartered in Bad Homburg, Germany, Fresenius Medical Care AG
is the world's leading provider of dialysis products and services.
For the fiscal year ended Dec. 31, 2006, Fresenius Medical Care AG
generated net revenues of US$8.5 billion.

Fresenius AG is a global health care company with products and
services for dialysis (through Fresenius Medical Care),
international healthcare services and facilities management
(Fresenius ProServe) and nutrition and infusion therapies
(Fresenius Kabi). For the fiscal year ending on Dec. 31, 2006,
Fresenius AG generated consolidated sales of EUR10.8 billion.  The
company also operates facilities in Australia, Brazil, Canada,
China, France, Korea, Mexico, Portugal and Sweden, among others.


GOODYEAR TIRE: Underwriters Exercise Over-Allotment Option
----------------------------------------------------------
The underwriters of Goodyear Tire & Rubber Company's public
offering of 22,727,272 shares of its common stock have exercised
in full the over-allotment option granted to them by the company.

As a result, the company will sell an additional 3,409,091 shares
of its common stock at the offering price of $33.00 per share.  
The offering, including the exercise of the over-allotment option,
is expected to close on May 22, 2007.

Including the exercise of the over-allotment option, the net
proceeds from the offering, after deducting underwriting discounts
and commissions, are expected to be approximately $834 million.

Goodyear intends to use the net proceeds from the offering to
redeem approximately $175 million in principal amount of its
outstanding 8.625% senior notes due in 2011 and approximately
$140 million in principal amount of its outstanding 9.00% senior
notes due in 2015.  The company expects to use the remaining net
proceeds of the offering for general corporate purposes, which may
include, among other things, investments in growth initiatives
within the company's core tire businesses and the repayment of
additional debt.

Deutsche Bank Securities, Citi and Goldman, Sachs & Co. served as
joint book-running managers of the offering.

A shelf registration statement was filed with the U.S. Securities
and Exchange Commission and became automatically effective upon
filing on May 9, 2007.  The offering of the common stock may be
made only by means of a prospectus supplement and the accompanying
prospectus, copies of which may be obtained from:

     1) Deutsche Bank Securities Prospectus Department
        100 Plaza One
        Jersey City, NJ 07311
        Telephone (800) 503-4611

     2) Citigroup Global Markets Inc.
        Brooklyn Army Terminal
        140 58th Street, 8th Floor
        Brooklyn, NY 11220
        Telephone (718) 765-6732

     3) Goldman, Sachs & Co.
        Prospectus Department
        85 Broad St.
        New York, NY 10004
        Telephone (212) 902-1171
        Fax (212) 902-9316

     4) Goodyear's Investor Relations Department
        1144 E. Market St.
        Akron, OH 44316
        Telephone (330) 796-3751

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest   
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear Tire has marketing operations in almost
every country around the world including Chile, Colombia,
Guatemala, Jamaica and Peru in Latin America.  Goodyear employs
more than 80,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Moody's Investors Service upgraded Goodyear Tire & Rubber
Company's Corporate Family Rating to Ba3 from B1 and maintained a
positive rating outlook.

Standard & Poor's Ratings Services placed its 'B+' long-term and
'B-2' short-term corporate credit ratings and certain other
ratings on Goodyear Tire & Rubber Co. on CreditWatch with positive
implications, reflecting the company's announcement that it
intends to issue common equity and use a substantial amount of
proceeds for debt reduction.


GRANITE BROADCASTING: Judge Gropper Confirms Reorganization Plan
----------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York confirmed Granite Broadcasting
Corp. and its subsidiaries' Modified First Amended Plan of
Reorganization on May 18, 2007.

Granite's First Amended Plan clarifies that the Silver Point
Finance, LLC entities and any other holder of a secured claim
are specifically exculpated by the Debtors and any holder of
any Claim or interest from any liability arising from their
participation in any capacity in the Debtors' reorganization
cases.

However, nothing will exculpate the Silver Point entities and
Secured Claim Holders from willful misconduct, gross negligence,
intentional fraud, or criminal conduct.

As reported in the Troubled Company Reporter on March 8, 2007,
the Court, on March 2, 2007, entered its formal order approving
the Debtors' Disclosure Statement citing that it contained
adequate information within the meaning of Section 1125 of the
Bankruptcy Code; all objections to the Disclosure Statement that
have not been otherwise resolved, are overruled.

                      Overview of the Plan

The Amended Plan provides, among other things, a revised
classification and treatment of claims and interests, provisions
for the assumption and rejection of executory contracts and
unexpired leases, and the deletion of the provision for minimum
distribution.

The Amended Plan also incorporates:

   i. the appointment of Andrew Hruska, Esq., at King & Spalding
      LLC, on Feb. 23, 2007, as Examiner;

  ii. the stipulations resolving claims filed by Stuart Beck and
      Twentieth Television and Twentieth Century Fox Film
      Corporation; and

iii. biographical information regarding the management of the
      Reorganized Debtors.

             Classification of Claims and Interests

The First Amended Plan classifies claims and interests into 14
classes:

       Class  Description       Recovery           Amount
       -----  -----------       --------           ------
       N/A   DIP Claims             100%     Undetermined

       N/A   Administrative         100%       $2,530,105
             Expenses      

       N/A   Compensation and       100%        6,460,000
             Reimbursement
             Claims of
             Professionals

       N/A   Priority Tax           100%                0
             Claims

      1A-IF  Secured Claims        90.9%      496,172,870

       2     Secured Tax            100%                0
             Claims     

       3     Priority Non-Tax       100%                0
             Claims          

       4A    Granite General        100%        2,086,899
             Unsecured Claims

       4B    Malara Guaranty          0%            up to
             Claims                            29,281,000

       5     KBWB General           100%        8,056,750
             Unsecured Claims

       6     KBWB License           100%                0
             General
             Unsecured Claims

       7     WEEK-TV                100%                0
             License General
             Unsecured Claims

       8     WXON General           100%          129,817
             Unsecured Claims

       9     WXON License           100%                0
             General
             Unsecured Claims

       10    Preferred                0%              N/A
             Interests

       11    Class A                  0%              N/A
             Interests

       12    Class B                  0%              N/A
             Interests

       13    Securities               0%                0
             Claims

       14    Subordinated             0%                0
             Claims

The First Amended Plan provides a full recovery to unsecured
creditors and a partial recovery to Granite's preferred and common
stockholders.  In the aggregate, approximately 90% of the holders
of the Secured Claims have agreed to, or indicated that they
intend to, support the Plan.  Holders of Secured Claims will
transfer a portion of their recoveries to holders of General
Unsecured Claims, Preferred Interests, Class A Interests, and
Class B Interests.  Holders of the Term Loan A Claims and Term
Loan B Claims have also agreed to forego payment in Cash by the
Debtors of postpetition interest subject to the Plan being
confirmed and consummated.

Holders of an additional approximate 17% of the principal amount
of the Debtors' Secured Notes have indicated that they intend to
vote to support the Plan, subject to definitive documentation of a
shareholders' agreement and related documentation, the principal
terms of which have been negotiated and a copy of which
will be included in a Plan Supplement.  

For each month beyond Mar. 31, 2007, until the actual effective
date of the Plan, the valuation level required to provide a
distribution to holders of Preferred Interests increases by
approximately $4,500,000 due to the accrual of postpetition
interest on the Secured Claims at the default rate.

A full-text copy of Granite's First Amended Plan of Reorganization
is available at no charge at:

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

A full-text copy of Granite's Disclosure Statement explaining the
First Amended Plan is available at no charge at:

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

                  About Granite Broadcasting

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

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


GRAPHIC PACKAGING: Inks $1.4 Million Credit Facility with Lenders
-----------------------------------------------------------------
Graphic Packaging Corporation has entered into a $1.4 million
senior secured credit facility with various lenders and:

   -- Bank of America N.A. as administrative agent;

   -- Banc of America Securities LLC and Deutsche Bank Securities
      Inc. acted as joint lead arrangers in connection with the
      new facilities; and

   -- Banc of America Securities LLC, Deutsche Bank Securities
      Inc., and Goldman Sachs Credit Partners L.P. acted as joint
      book managers for the transaction.

The new senior secured credit facilities consist of a $300 million
revolving credit facility, due on May 16, 2013, and a $1,055
million term loan facility, due on May 16, 2014.  The new
revolving credit facility has an interest rate of Libor plus 225
basis points, and the new term loan facility has an interest rate
of Libor plus 200 basis points.  The new senior secured credit
facilities will be used to replace the existing $325 million
revolving credit facility, due on Aug. 8, 2009, and the existing
$1,275 million term loan facility, due on Aug. 8, 2010.
    
"The company is pleased with the terms of the new credit
facilities and appreciate the support of all of its lenders,"
David W. Scheible, president and chief executive officer, said.
"These facilities, along with its operating cash flows and cash
position, will provide the liquidity and financial flexibility to
meet the company's operating needs and strategic goals."
    
                     About Graphic Packaging

Headquartered in Marietta, Georgia, Graphic Packaging Corporation
(NYSE: GPK) -- http://www.graphicpkg.com/-- produces CUK  
paperboard in North America and is the successor to the 2003
merger of Graphic Packaging International Corporation and
Riverwood Holding Inc.  GPK is an international manufacturer and
supplier of folding cartons and multi-pack beverage containers and
paperboard containers for food and other consumer products
companies.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2007, Fitch
has taken these rating actions on Graphic Packaging Corporation:
(i) Senior secured revolver upgraded to 'BB-/RR2' from 'B+/RR3';
(ii) Senior secured term loan upgraded to 'BB-/RR2 from 'B+/RR3';
(iii) Issuer Default Rating affirmed at 'B'; (iv) Senior unsecured
bonds affirmed at 'B/RR4'; (v) Senior subordinated notes affirmed
at 'B-/RR5'.  The Rating Outlook is Stable.


HEALTH NET: Moody's Puts Ba2 Rating on $300 Million Debt Issue
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 senior unsecured
debt rating to Health Net, Inc.'s (NYSE: HNT) issuance of
$300 million of new long-term debt. The outlook on the rating
is stable.

The company plans to use the net proceeds to refinance its
existing $300 million term loan. Moody's notes that earlier this
year, Health Net also repaid its $200 million bridge loan in full
using cash and a $100 million draw on its existing revolving
credit facility. As a result, Health Net's outstanding debt will
total approximately $400 million. Health Net's financial leverage
(where debt includes unfunded pension obligations and operating
leases) and interest coverage metrics remain consistent with
expectations for its current ratings (debt to capital at
approximately 31%, and EBIT to interest coverage of approximately
10x).

On June 28, 2006, Moody's changed Health Net's rating outlook to
stable. The change in outlook reflected the improvement in Health
Net's NAIC risk-based capital (RBC) level, its improved net
margins and growing stability in its commercial membership base.

Headquartered in Woodland Hills, California, Health Net reported
total revenues of $3.4 billion for the first three months of 2007.
As of March 31, 2007, the company had total membership (excluding
Medicare Part D) of approximately 6.3 million and reported
shareholder's equity of $1.9 billion.


HEALTHSOUTH CORP: March 31 Balance Sheet Upside-Down by $2.2 Bil.
-----------------------------------------------------------------
At March 31, 2007, the company listed total assets of
$3.2 billion, total liabilities of $4.8 billion, minority interest
of $262.5 million, convertible perpetual preferred stock of
$387.4 million, and total shareholders' deficit of $2.2 billion.

The company's March 31 balance sheet also showed strained
liquidity with total current assets of $849.2 million and total
current liabilities of $1.2 billion.  Accumulated deficit at the
end of the first quarter of 2007 stood at $4.8 billion.

For the three months ended March 31, 2007, the company had a net
loss of $56.6 million, as compared with a net loss of
$435.1 million for the three months ended March 31, 2006.

Net operating revenues for the first quarter were $448.6 million,
a 1.6% increase from the same quarter of 2006.  This increase was
primarily attributable to an increase in the company's patient
case mix index, pricing changes that became effective on Oct. 1,
2006, and continued compliant case growth.

                    Cash Flow and Balance Sheet

Cash and cash equivalents were $26.2 million as of March 31, 2007.
Total debt was $3.3 billion.  The company's government, class
action, and related settlements liability decreased by
$29.9 million during the first quarter of 2007, and capital
expenditures were $6 million for the quarter.

As of March 31, 2007, about $140 million was drawn under the
company's $400 million revolving credit facility primarily due to
the timing of interest payments, government settlement payments,
costs incurred related to its divestiture activities, and fees
associated with the amendment to the company's Credit Agreement.  

On May 1, 2007, the company disclosed to close the sale of its
outpatient division to Select Medical Corporation, the proceeds
from this transaction will be used to reduce the company's
outstanding debt.  The company will also use the anticipated
proceeds from the divestiture of its surgery centers and
diagnostic divisions to deleverage the company.  However, no
assurances can be given as to whether or when such proceeds will
be received from the divestiture of the two remaining non-core
divisions.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f6f

"The results for the first quarter are the first time we have
reported on a 'pure-play' basis and represent an encouraging start
to the year," said Jay Grinney, president and chief executive
officer of HealthSouth.  "Revenues were up 1.6% compared to the
first quarter of 2006, while operating earnings improved
appreciably over the same time period.  Discharges from our
hospitals increased 3.1% sequentially, and our unit pricing was
stronger as we treated higher acuity patients.  Labor costs
increased 5.3% in the quarter, driven by merit increases, select
market adjustments, and increased utilization of higher-priced
contract labor due to shortages of registered nurses and
therapists in certain markets.  Our objective is to manage our
labor costs closer to the 4% increase level on a go-forward
basis."

"To better delineate the company's corporate overhead costs, we
have re-formatted our condensed consolidated statement of
operations to include a new line item: General and Administrative
Expenses," said John Workman, executive vice president and chief
financial officer.  "This line item approximates our previously
reported corporate and other segment and includes the costs
associated with corporate departments such as accounting,
information technology, and legal, among others.  G&A also
includes corporate overhead costs associated with supporting all
divisions, even though we report the operating results of the
surgery centers, outpatient, and diagnostic divisions in
discontinued operations.  Corporate overhead costs associated with
our surgery centers, outpatient, and diagnostic divisions will not
be eliminated until after the announced transactions close.  As I
indicated in our previous earnings calls, to better understand the
company's future operating earnings run-rate, one needs to
normalize corporate costs.  While we report G&A of 10% of net
operating revenues in the first quarter of 2007, G&A would have
been 5.9% of net operating revenues if we included net operating
revenues from discontinued operations.  However, we still have the
goal to reduce G&A to our previously stated objective of 4.75% of
net operating revenues by the end of 2008."

                        About HealthSouth

HealthSouth Corporation (NYSE:HLS) -- http://www.healthsouth.com/
-- provides outpatient surgery, diagnostic imaging and
rehabilitative healthcare services, operating facilities
nationwide.


HIGHGATE LTC: Court to Appoint Trustee to Facilitate Asset Sale
---------------------------------------------------------------  
The Honorable Robert E. Littlefield, Jr. of the U.S. Bankruptcy
Court for the Northern District of New York in Albany ordered the
sale of four nursing homes owned by Highgate LTC Management LLC at
a June 28, 2007 auction, Alan Wechsler writes for The Times Union
from Albany, New York.

According to the report, the judge also ruled that a trustee will
be appointed to oversee the company and facilitate the sale.

The facilities are under the name Northwoods Rehabilitation and
Extended Care Centers.

Bill Rochelle of Bloomberg News relates that Highgate estimated
the facilities to be worth between $332 million and $40 million.  

General Electric Capital Corp., a secured creditor, is owed
$23 million, Mr. Rochelle says, citing court papers.

Headquartered in Niskayuna, New York, Highgate LTC Management LLC
operates nursing homes.  The company filed a chapter 11 petition
on April 16, 2007 (Bankr. N.D. N.Y. Case No. 07-11068).

Highgate Manor Group LLC, a debtor-affiliate, filed a separate
Chapter 11 petition on the same day (Bankr. N.D. N.Y. Case No.
07-11069).

J. Ted Donovan, Esq., at Finkel Goldstein Rosenbloom & Nash,
L.L.P. represents Highgate LTC Management in its restructuring
efforts.  When Highgate LTC Management sought protection from its
creditors, it listed assets of less than $10,000 and debts between
$1 million to $100 million.


HSI ASSET: Moody's Rates Class M-10 Certificates at Ba1
-------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by HSI Asset Securitization Corporation Trust
2007-HE2, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Decision One Mortgage Company, LLC
(71.95%), WMC Mortgage Corp. (26.05%), and various other
originators (2%) originated adjustable-rate (83%) and fixed-rate
(17%) subprime residential 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, excess spread, an interest rate cap, and an
interest rate swap agreement. Moody's expects collateral losses to
range from 6.15% to 6.65%.

Countrywide Home Loans Servicing LP, and Wells Fargo Bank, N.A,
will service the mortgage loans in the transaction. Wells Fargo
Bank, N.A. will also act as master servicer. Moody's has assigned
both Wells Fargo Bank, N.A. its top servicer quality rating of SQ1
as primary servicers of subprime residential mortgage loans.
Furthermore, Moody's has assigned Wells Fargo Bank, N.A. its top
servicer quality rating of SQ1 as a master servicer of residential
mortgage loans.

The complete rating actions are:

* HSI Asset Securitization Corporation Trust 2007-HE2
   Mortgage Pass-Through Certificates, Series 2007-HE2

   -- Class I-A, Assigned Aaa
   -- Class II-A-1, Assigned Aaa
   -- Class II-A-2, Assigned Aaa
   -- Class II-A-3, Assigned Aaa
   -- Class II-A-4, 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


INN OF THE MOUNTAIN: Improvements Cue S&P's Positive Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Inn of
the Mountain Gods Resort and Casino, including the 'B-' corporate
credit rating, on CreditWatch with positive implications.
      
"The CreditWatch listing reflects meaningful improvements in the
company's operating results and credit measures over the past
three consecutive quarters," noted Standard & Poor's credit
analyst Guido DeAscanis.  In particular, IMG has experienced year-
over-year EBITDA growth in each of the first three quarters in the
fiscal year ended April 30, 2007, principally due to margin
improvement associated with reduced operating costs.  In addition,
EBITDA interest coverage has improved to 1.5x from 1.0x, while
debt-to-EBITDA has declined to 5.7x as of Jan. 31, 2007, from a
peak of 9.2x.
     
In resolving the CreditWatch listing, S&P will evaluate IMG's
prospects for sustaining its recent operating improvements and
addressing its material control weaknesses. S&P will also consider
the company's financial and operating strategies.


INSIGHT HEALTH: March 31 Balance Sheet Upside-Down by $209,587,000
------------------------------------------------------------------
Insight Health Services Holdings Corp.'s balance sheet at
March 31, 2007, showed $342,080,000 in total assets and
$551,667,000 in total liabilities, resulting in a $209,587,000
total stockholders' deficit.

Insight Health Services Holdings Corp. reported a net loss of
$11,474,000 for the third quarter ended March 31, 2007, compared
with a net loss of $11,205,000 for the same period ended March 31,
2006.

Revenues decreased approximately 8.5% from approximately
$76.6 million for the three months ended March 31, 2006, to
approximately $70.1 million for the three months ended March 31,
2007.  This decrease was due to lower revenues from fixed
operations and from mobile operations.  

Adjusted EBITDA decreased approximately 18.3% from approximately
$19.1 million for the three months ended March 31, 2006, to
approximately $15.6 million for the three months ended March 31,
2007.  This decrease was due primarily to reductions in Adjusted
EBITDA from mobile operations of approximately $2.3 million and
fixed operations of approximately $1.5 million, partially offset
by a decrease in corporate operating expenses of approximately
$200,000 and a decrease in costs at billing and other operations
of approximately $100,000.

The company believes that Adjusted EBITDA is a useful tool to
measure the company's ability to meet debt service, capital
project and working capital requirements.

The company anticipates that this negative trend in Adjusted
EBITDA will continue and will be exacerbated by the adverse
effects of the Medicare reimbursement reductions with respect to
PET and PET/CT rates and the Deficit Reduction Act of 2005.

Interest expense, net increased approximately 7.1% from
approximately $12.7 million for the three months ended March 31,
2006, to approximately $13.6 million for the three months ended
March 31, 2007.  The increase was due primarily to higher interest
rates on variable rate indebtedness.

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?1f75

       Non-payment of Interest on Senior Subordinated Notes

The company failed to make the semi-annual interest payment of
approximately $9.6 million in the aggregate due May 1, 2007, on
InSight's outstanding $194.5 million in aggregate principal amount
of 9 7/8% senior subordinated notes due 2011, or senior
subordinated notes.  Non-payment of interest due on the senior
subordinated notes starts a 30-day grace period during which
payment can be made before triggering an event of default under
the indenture for the senior subordinated notes and cross-default
and acceleration of debt provisions under agreements governing the
company's material indebtedness, including the revolving credit
facility and InSight's $300 million in aggregate principal amount
of senior secured floating rate notes due 2011, or floating rate
notes.

                          Exchange Offer

In March 2007, the company announced an offer to exchange shares
of Holdings' common stock for up to $194.5 million aggregate
principal amount of senior subordinated notes.  The exchange offer
contemplates that it can be consummated on an out-of-court basis
or in connection with the filing of a prepackaged plan of
bankruptcy under chapter 11 of the Bankruptcy Code.  

No accrued and unpaid interest, including, without limitation, the
interest payment that became due and payable on May 1, 2007, will
be paid with respect to any senior subordinated notes that are
accepted for exchange if the exchange offer is consummated on an
out-of-court basis; and any senior subordinated notes if the
company consummates the prepackaged plan.  

If the company is unsuccessful in completing the exchange offer,
either on an out-of-court basis or in connection with the filing
of a prepackaged plan, it may sell all or a portion of its
business; enter into a different negotiated settlement with
holders of all or a portion of our indebtedness; or pursue a
different plan of reorganization to restructure all or a portion
of its indebtedness under chapter 11 of the Bankruptcy Code.  

                       About InSight Health

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


INSURANCE AUTO: EBITDA Climbs to $15.8MM in Quarter Ended Dec. 31
-----------------------------------------------------------------
Insurance Auto Auctions Inc. reported financial results for the
fourth quarter and full-year ended Dec. 31, 2006.  The company's
performance in 2006 was driven by integrating acquisitions and
greenfields along with increased buying activity as a result of
the company's live auctions combined with Internet bidding
capability.

The company reported consolidated Earnings Before Interest, Taxes,
Depreciation and Amortization of $15.8 million during the quarter
compared to $10.1 million for the fourth quarter of 2005, an
increase of 56.4%.  

"The company is pleased with its financial results in the fourth
quarter as the company once again saw strong increases in
revenues, earnings and Consolidated EBITDA over the prior year,"
Tom O'Brien, ceo said.  "The company saw a record number of buyers
bid on the company's vehicles during the period, either online
through its real-time I-bid LIVE product or at the company's live
physical auctions, which have continued to have a positive impact
on overall selling prices.  New acquisitions and greenfields have
also been fully integrated onto the company's platform as it
provides enhanced coverage and services for customers throughout
the country."

IAA reported Consolidated EBITDA of $56.7 million for the full
year versus $50.6 million for the full-year 2005, an increase of
12.1%.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $590.7 million, total liabilities of $451.2 million and total
shareholders' equity of $139.6 million.

                   About Insurance Auto Auctions

Headquartered in Westchester, Illinois, and founded in 1982,
Insurance Auto Auctions Inc. -- http://www.iaai.com/-- provides
insurance companies with solutions to process and sell total-loss
and recovered-theft vehicles.  The company currently has 99 sites
across the U.S.

                          *     *     *

Insurance Auto Auctions Inc. carries Standard & Poor's Ratings
Services' 'B-' rating on its long term foreign and local issuer
credit.  The outlook is stable.

The company also carries Moody's Investors Services' B2 rating on
its long term corporate family rating and probability of default.  
The outlook is stable.


ISOTIS S.A.: Ernst & Young LLP Raises Going Concern Doubt
---------------------------------------------------------
Ernst & Young LLP, in Orange County, Calif., expressed substantial
doubt about IsoTis S.A.'s ability to continue as a going concern
after auditing the company's financial statements as of the years
ended Dec. 31, 2006 and 2005.  

The auditing firm pointed to the company's history of recurring
losses from operations, cash flow deficits and insufficient
financial resources to fund operations beyond the third quarter of
2007.  In addition, the company did not comply with a certain loan
covenant during 2006, and may not be able to comply with the
covenant in future periods.  

IsoTis reported a net loss of $18.5 million on total revenues of
$40.7 million for the year ended Dec. 31, 2006, compared with net
income of $908,932 on total revenues of $32.1 million for the year
ended Dec. 31, 2005.      

At Dec. 31, 2006, the company's balance sheet showed $70.6 million
in total assets, $25.1 million in total liabilities, and
$45.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1f88

                Non-compliance with Loan Covenant

On Aug. 31, 2006, IsoTis OrthoBiologics Inc., a subsidiary of the
company, entered into a loan and security agreement with Silicon
Valley Bank.  The Loan Agreement provides for a revolving credit
facility in the principal amount of up to $5 million, which
includes a $1 million term loan that bears interest at prime +2%
(10.25% at Dec. 31, 2006) and $4 million revolving credit
facility, that bears interest at prime +1.75% (10% at Dec. 31,
2006).  The Loan Agreement is secured by the assets of Isotis
Orthobiologics Inc.  Based on the borrowing base, IsoTis
OrthoBiologics Inc.'s net borrowing availability under the
revolving credit facility agreement was $68,500 as of Dec. 31,
2006.

The Loan Agreement has an initial two-year maturity on the
revolver and a three-year maturity on the term loan.  The term
loan will be due and payable if the revolving line is not renewed
at final maturity.  The Loan Agreement also contains tangible net
worth covenants with which IsoTis OrthoBiologics Inc. was not in
compliance at Dec. 31, 2006.  Effective April 11, 2007, IsoTis
OrthoBiologics Inc. executed a limited waiver and amendment to the
Loan Agreement, which provides for a waiver of noncompliance at
Dec. 31, 2006.

                        About IsoTis S.A.

Headquartered in Lausanne, Switzerland, IsoTis S.A. (Other OTC:
ISTSF.PK) -- http://www.isotis.com/-- manufactures, markets and  
sells a range of innovative bone graft substitutes and other
related medical devices that are used to enhance the repair and
regeneration of bone in spinal and trauma surgery, total joint
replacements and dental applications.  The company operates
in the Netherlands, Switzerland and the United States.


JAY MILLER: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jay Clifford Miller
        20858 Pinar Trail
        Boca Raton, FL 33433
        Tel: (561) 212-4450

Bankruptcy Case No.: 07-13474

Chapter 11 Petition Date: May 9, 2007

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Geoffrey S. Aaronson, Esq.
                  100 Southeast 2nd Street 27th Floor
                  Miami, FL 33131
                  Tel: (786) 594-3000
                  Fax: (305) 675-3880

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Carey Schafer                    final judgment;     $4,475,537
c/o Michael P. Hamaway, Esq.     on appeal
Mombach, Boyle & Hardin,
P.A.
500 East Broward Boulevard,
Suite 1950
Fort Lauderdale, FL 33394

Mercantile Bank                  acoustic               $94,459
P.O. Box 1029                    innovations
Greenville, SC 29605             line of credit
                                 guarantee

                                 acoustic               $10,264
                                 innovations
                                 equipment loan
                                 guarantee

                                 acoustic               $83,344
                                 innovations
                                 term loan
                                 guarantee

                                 acoustic               $50,000
                                 innovations
                                 promissory note
                                 guarantee

Revah Management                 acoustic              $147,804
c/o Haag Management              innovations
2295 Northwest Corporate         office lease
Boulevard,
Suite 138
Boca Raton, FL 33431

American Express                 promissory note;       $50,000
Fort Lauderdale, FL 33336        monies used for
                                 acoustic
                                 innovations

American Express                 acoustic               $50,000
Chicago, IL 60679                innovation
                                 expenses

American Express                 acoustic               $29,041
Fort Lauderdale, FL 33336        innovations
                                 line of credit

Miami Cutter                     guarantee of           $28,489
                                 acoustics
                                 innovation

Florida Dept. of Revenue         acoustic               $23,000
                                 innovations use
                                 tax

Lexus Financial Services         automobile             $15,084

U.S. Bank, N.A.                  acoustic               $12,000
                                 innovations
                                 lease guarantee

Dixie Plywood                    guarantee of           $11,546
                                 acoustic

Aetna Insurance                  acoustic               $10,928
                                 innovations
                                 medical insurance
                                 guarantee

Bank of America-Visa             charge card             $8,804

Technology Insurance Company     guarantee of            $6,245
                                 acoustic
                                 innovations
                                 worker's
                                 compensation
                                 insurance

Principal Financial              disability              $4,338
                                 insurance

Volkswagen Credit                auto lease              $3,370


JETBLUE AIRWAYS: Moody's Cuts Senior Unsecured Rating to Caa2
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of JetBlue
Airways Corporation debt and selected classes of JetBlue's
Enhanced Equipment Trust Certificates, including the corporate
family and probability of default ratings to B3, and the senior
unsecured rating to Caa2 (LGD-5, 89%).

The Class A Certificates of JetBlue's EETC's supported by policies
issued by Aaa rated monoline insurance companies are affirmed at
Aaa.  The outlook remains negative.

JetBlue's ratings were downgraded because of the continued high
level of financial leverage following several years of rapid,
largely debt-financed growth of its aircraft fleet, and continued
weak financial results at JetBlue during a relatively good
operating environment for the airlines.  Despite a series of
management initiatives over the last year to slow fleet growth and
increase revenue yield, JetBlue recorded a net loss for the second
consecutive fiscal year. Debt to EBITDA of 8.7x and EBIT to
Interest Expense of 0.9x for the twelve months ending March 31,
2007 (using Moody's standard adjustments) are relatively weak,
even at the B3 corporate family rating level.

Moody's notes that JetBlue continues to have a meaningful cost
advantage compared with most other airlines. Nonetheless, the
legacy carriers have lowered costs considerably allowing them to
offer competitive fares in many markets. The expectation of rising
operating costs at JetBlue creates some challenges for JetBlue to
meaningfully grow its profits and cash flow while operating with
its low-fare business model. In addition, costs could be pressured
up further because of the added system and crew scheduling
complexity from opening new markets and managing a new aircraft
type (the Embraer 190, a regional jet). Moody's expects the
company's cash and the cash flow from operations should be
adequate to cover near term cash needs, provided JetBlue continues
to benefit from committed financing for its aircraft deliveries.

Despite its challenges, JetBlue's business model provides a number
of competitive advantages, including a good product, with a fleet
of aircraft among the newest in the industry, and employee
productivity that is among the highest of all airlines. Management
actions, including a slowdown of capacity growth as well as
enhanced revenue management and flow management practices, have
increased revenue and smoothed load factors to more manageable
levels as well as slowed the rate of debt increase. In addition,
management ranks have been broadened with seasoned airline
managers accustomed to operating a larger company with increasing
operating complexities. Nonetheless, the airline could be
challenged to return to solid profitability, particularly if
passenger demand growth slows or yields fall.

EETC certificates supported by insurance policies issued by Aaa
rated monoline insurance companies were affirmed at Aaa (Classes
G-1 and Class G-2 for both of the JetBlue Pass Through Trust
Certificates, Series 2004-1 and 2004-2, and the Class G-1 of the
JetBlue Spare Parts Pass Through Trust Certificates, Series 2006-
1).

The negative outlook reflects uncertainty regarding whether
JetBlue has taken sufficient actions soon enough to generate
sustained profits and preserve liquidity. The outlook could be
stabilized following measurable operating improvements which would
sustain EBIT Margin greater than 10% , with EBIT to interest
expense greater than 1.2x (using Moody's standard adjustments.
Downward pressure on the ratings would likely occur if EBIT to
interest expense falls further than its current 0.9x level or if
retained cash flow to debt falls below 5% (using Moody's standard
adjustments), the company is unable to generate a net profit, or
if cash falls below $500 million.

Downgrades:

* JetBlue Airways Corp.

   -- Probability of Default Rating, Downgraded to B3 from B2

   -- Corporate Family Rating, Downgraded to B3 from B2

   -- Senior Secured Enhanced Equipment Trust, Downgraded to B1
      from Ba3

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
      a range of 89 - LGD5 to Caa2 from a range of 88 - LGD5 to
      Caa1

* New York City Industrial Development Agcy, NY

   -- Senior Unsecured Revenue Bonds, Downgraded to a range of
      89 - LGD5 to Caa2 from a range of 88 - LGD5 to Caa1

Based in Forest Hills, New York, JetBlue Airways Corp.
(Nasdaq:JBLU) -- http://www.jetblue.com/-- provides passenger   
air transportation services primarily in the United States.  As
of Feb. 14, 2006, the Company operated approximately 369 daily
flights serving 34 destinations in 15 states, Puerto Rico, the
Dominican Republic, and the Bahamas.  The Company also provides
in-flight entertainment systems for commercial aircraft,
including live in-seat satellite television, digital satellite
radio, wireless aircraft data link service, and cabin
surveillance systems and Internet services, through its wholly
owned subsidiary, LiveTV, LLC.


JOHN LUEDTKE: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: John Robert Luedtke
        218 Mays Drive
        Bloomington, IL 61701

Bankruptcy Case No.: 07-70924

Chapter 11 Petition Date: May 17, 2007

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Gary T. Rafool, Esq.
                  Rafool & Bourne, P.C.
                  411 Hamilton Boulevard, Suite 1600
                  Peoria, IL 61602
                  Tel: (309) 673-5535

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bank of Illinois                 54.5 acres of       $5,040,400
200 West College                 Anawan Home
Normal, IL 61761                 Center, L.L.C.,
                                 Anawan, IL &
                                 McLean County
                                 Apt. & Mgt. Co.
                                 property, 102
                                 West College,
                                 Normal, IL &
                                 mtgs. on
                                 Boardwalk
                                 Commercial
                                 Building; value
                                 of security:
                                 $4,000,000

American Bank & Trust            North Meadow        $3,160,000
4301 East 53rd Street            Village of
Davenport, IA 52807              Anawan, L.L.C.
                                 property at 304
                                 Meadow Lane,
                                 Anawan, IL;
                                 value of
                                 security:
                                 $1,750,000

West Liberty Bank                Anawan/Kewanese     $2,400,000
                                 Area Hotel,
                                 L.L.C. property
                                 at 315 North
                                 Canal,
                                 Anawan, IL; value
                                 of security:
                                 $2,100,000

Small Business Administration    mortgage on         $1,350,500
c/o Judy Volk                    Rochelle Hotel,
Illinois Business Financial      L.L.C. property,
Services                         Rochelle, IL;
124 Southwest Adams Street,      value of
Suite 300                        security:
Peoria, IL 61602                 $1,361,453

Sterling Federal Bank            Galva Hotel,        $1,000,000
                                 L.L.C. property
                                 at 100 Commercial
                                 Street,
                                 Galva, IL; value
                                 of security:
                                 $750,000

Intercontinental Hotel Group     open account          $457,116
and/or Holiday Hospitality
Franchising, Inc.
11580 Great Oaks Way
Alpharetta, GA 30022-2424

Soy Capital Bank                 open account           $21,000


KATONAH X CLO: Moody's Rates $20 Million Class E Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned eight ratings to Notes issued
by Katonah X CLO Ltd.:

  (1) Aaa to the U.S. $94,000,000 Class A-1a Floating Rate
      Notes, Due 2020;

  (2) Aaa to the U.S. $23,500,000 Class A-1b Floating Rate
      Notes, Due 2020;

  (3) Aaa to the U.S. $50,000,000 Class A-2a Revolving Floating
      Rate Notes, Due 2020;

  (4) Aaa to the U.S. $187,500,000 Class A-2b Floating Rate
      Notes, Due 2020;

  (5) Aa2 to the U.S. $40,000,000 Class B Floating Rate Notes,
      Due 2020;

  (6) A2 to the U.S. $25,000,000 Class C Deferrable Floating
      Rate Notes, Due 2020;

  (7) Baa2 to the U.S. $22,500,000 Class D Deferrable Floating
      Rate Notes, Due 2020; and

  (8) Ba2 to the U.S. $20,000,000 Class E Deferrable Floating
      Rate Notes, Due 2020.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Senior Secured Loans
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Katonah X Management LLC will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


KB HOME: Fitch Comments on Likely Sale of Kaufman & Broad Stake
---------------------------------------------------------------
KB Home (NYSE: KBH) has announced that it has entered into an
exclusivity period on an offer by PAI Partners to buy its stake in
its French operations unit Kaufman & Broad SA for 55 euros per
share or roughly $800 million.  The transaction could close in the
third quarter-2007.  KB Home has a 49% equity interest in Kaufman
& Broad SA and 68% of the voting rights associated with its stock.  
The French operation contributed 21.5% and 69.4% of KB Home's
consolidated construction revenues and construction pretax income,
respectively, for the first quarter ended
Feb. 28, 2007.

Fitch currently has these ratings for KB Home:

     -- Issuer Default Rating 'BB+';
     -- Senior unsecured notes 'BB+';
     -- Senior unsecured revolving credit facility 'BB+';
     -- Senior Subordinated Notes 'BB-'.

KBH's Rating Outlook is Stable.

Based in Los Angeles, California, KB Home (NYSE: KBH) --  
http://www.ketb.com/-- is an American homebuilder.  The  
company has domestic operating divisions in 15 states, building  
communities from coast to coast.


KB HOME: Fitch Puts Kaufman & Broad's Ratings on Watch Evolving
---------------------------------------------------------------
Fitch Ratings has changed the Rating Watch on French housebuilder
Kaufman & Broad SA's Issuer Default and senior unsecured 'BBB-'
and Short-term 'F3' ratings to Negative from Evolving.  This
follows the announcement that majority owner KB Home
('BB+'/Stable) has entered into an exclusivity period relating to
the EUR601m sale of its entire 49% stake in K&B to private equity
group PAI Partners.  Fitch originally placed K&B's ratings on
Rating Watch Evolving on 11 May 2007 following an announcement by
KB Home that it was considering selling its 49% stake in K&B to an
undisclosed bidder.

The acquisition, should it be completed, will give PAI more than
50% of the voting rights and therefore grant it effective control.  
Following completion of the transaction, PAI intends to file a
standing market offer for the remaining free-float stake in K&B
(51% of total capital).

The Rating Watch Negative reflects Fitch's expectation that PAI,
should it be successful in acquiring 100% of K&B, will apply a
more aggressive capital structure to the company.  Fitch believes
that there is a strong likelihood that leverage levels will be
materially increased, in keeping with the common practice of
private equity groups when conducting public-to-private
transactions such as this.

Fitch will seek to resolve the Rating Watch following completion
of the acquisition.  Completion of the acquisition of KB Home's
49% stake is expected in Q307, subject to customary terms and
conditions including regulatory approval.  Fitch will review in
particular any changes in capital structure as well as the
position of the EUR150m 2009 note holders.  In this respect, Fitch
notes that the bond documentation includes a change-of-control
clause (including ratings downgrade).  However, in Fitch's opinion
the wording of this clause is ambiguous with regards to the
circumstances under which note holders can put their notes back to
the issuer.  Any subsequent downgrade of K&B's ratings could be by
more than one notch.

The bid made by PAI of EUR55 per share is an increase on a bid of
EUR53.13 made by an undisclosed bidder on May 11, 2007.  Fitch,
however, notes that the offer price remains below yesterday's
closing share price of EUR56.75, and therefore the success of any
standing market offer for the outstanding free-float stake remains
uncertain.

K&B is a leading French housebuilder, focusing on the construction
and sale of single-family homes and apartments.  It operates
primarily in greater Paris (43% of FY06 revenues) and southern
France (52%).  As of Q107 K&B's leverage, defined as adjusted net
debt-to-last 12 months operating EBITDAR, equalled 0.9x, while
funds from operations gross interest cover equalled 8.4x.

PAI is a European private equity firm, managing and advising
dedicated buyout funds with an aggregate equity value of over
EUR7 billion.


KRONOS INC: Moody's Junks Rating on $390 Mil. 2nd Lien Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned Kronos, Inc. a first time B2
corporate family rating and a stable rating outlook.  Moody's also
assigned a first time Ba3 rating to the company's:

   -- first lien credit facilities ($665 million term loan, due
      2014, and $60 million revolving credit facility, expires
      2013); and

   -- a Caa1 rating to its $390 million second lien term loan,
      due 2015.

On March 23, 2007, Kronos signed a definitive agreement to be
acquired by the private equity firm Hellman & Friedman Capital
Partners VI, L.P. and its related funds in a transaction valued at
approximately $1.8 billion, of which approximately $720 million of
common equity will be funded by the equity sponsor.  Under the
terms of the agreement, Kronos shareholders will receive $55.00 in
cash for each share of Kronos common stock, representing a 34.4%
premium over Kronos' pre-announcement share price. Kronos' Board
of Directors voted and has approved the merger agreement. The
transaction remains subject to the receipt of shareholder approval
as well as the satisfaction of other closing conditions. The
transaction is expected to close in Kronos' fiscal 2007 fourth
quarter (corresponding to the third calendar quarter of 2007).

Kronos' B2 rating reflects the company's leadership position in
the workforce management software market, client diversity, modest
pretax income, low asset returns, and high financial leverage.  
The company's high geographic concentration, high business line
concentration, and good client diversity are similar to business
services peers rated Ba3.  At the same time, Kronos' overall size
(as measured by pre tax income), profitability (as measured by
return on assets) and financial leverage (as measured by ratios of
debt to EBITDA and free cash flow to debt) are similar to B3 rated
business services peers, contributing to the company's overall B2
corporate family rating.

The stable outlook reflects Moody's expectation that the company
will maintain market share and pricing power, contributing to a
gradual reduction in its financial leverage over the next eighteen
months.

What Could Change the Rating - Up

Kronos' B2 rating could experience upward rating pressure if the
company were to demonstrate consistent organic revenue and profit
growth in the mid to high single digits and reduce its financial
leverage such that its ratio of debt to EBITDA adjusted for leases
was 5.0 times or less on a consistent basis.

What Could Change the Rating - Down

Kronos' B2 rating could experience downward rating pressure if its
revenues or operating profits were to decline on a twelve month
basis, were there a substantial reduction in free cash flow such
that acquisition spending exceeded free cash flow on an annual
basis, or were there a large dividend distribution to its equity
sponsors.

Ratings assigned:

   -- Corporate Family Rating - B2

   -- US$60 million revolving credit facility (due 2013):
      Ba3, LGD 3, 30%

   -- US$665 million first lien term loan (due 2014): Ba3,
      LGD 3, 30%

   -- US$390 million second lien term loan (due 2015: Caa1,
      LGD 5, 84%

With about $617 million of revenues for the twelve months ended
March 31, 2007, Kronos, Inc., headquartered in Chelmsford,
Massachusetts, is a provider of workforce management software,
including time and attendance software and talent management
(recruiting) software.

Chelmsford, Mass.-based Kronos Inc. -- http://www.kronos.com/--  
provides a suite of solutions that automate employee-centric
processes, as well as tools to optimize the workforce. It provides
workforce management software, including time and attendance
software and talent management (recruiting) software.  The company
offers its products primarily in the United States, Canada,
Mexico, the United Kingdom, Australia, and New Zealand.

The company posts about $617 million of revenues for the twelve
months ended March 31, 2007.


LAKE AT LAS VEGAS: Moody's Junks Rating on Sr. Sec. 1st Lien Loan
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Lake at Las Vegas
Joint Venture (and its co-issuer, LLV-1, LLC), including:

   -- the corporate family rating to Caa1 from B3,

   -- the rating on the senior secured first-lien term loan to
      Caa1 from B3, and

   -- the probability-of-default rating to Caa2 from Caa1.

The Loss-Given-Default assessment and rate were changed to LGD3,
33% from LGD 3, 36%.  The outlook was revised to negative, thus
concluding the review that was commenced on October 20, 2006.

The downgrade was triggered by the company's weak financial and
operating performance during the fourth quarter of 2006 compared
with prior Moody's expectations, by the continued weakness of the
Las Vegas residential housing market, and by the necessity for the
company to seek substantial covenant relaxation.

The negative ratings outlook is based on Moody's expectation that
weakness in bulk lot sales to homebuilders will persist through
2008, with any pick up likely to be sluggish at first.

The ratings incorporate the geographic and demographic
concentration of the project, market risk, the oversupply of
inventory in the Las Vegas housing market, and the cyclical nature
of the homebuilding and land development industries.

At the same time, the ratings acknowledge the long-term strength
of the Las Vegas housing market, the successful track record of
the owners in prior large developments, the substantial
infrastructure investment already made in the project, the
significant collateral in the structure, the unique attributes of
the development's water rights and 320-acre private lake, and the
level of project acceptance achieved to date.

Going forward, the ratings could be pressured further if lot
takedowns did not resume at a reasonable pace or if an additional
equity infusion, beyond what is currently contemplated, were
needed for near-term liquidity needs. The ratings could stabilize
from a housing recovery, a significant resumption in lot
takedowns, and more rapid pay down of debt than currently
anticipated.

These rating actions were taken:

   -- Corporate family rating lowered to Caa1 from B3;

   -- Senior secured first-lien term loan lowered to Caa1 from
      B3;

   -- LGD assessment and rate on the senior secured first-lien
      term loan changed to LGD 3, 33% from LGD3, 36%

   -- Probability-of-default rating lowered to Caa2 from Caa1;

Headquartered in Las Vegas, Nev., Lake at Las Vegas Joint Venture
and its co-borrower, LLV-1, LLC, own and operate the Lake Las
Vegas Resort, a 3592-acre master planned residential and resort
destination located 17 miles east of the Las Vegas strip. Cash
revenues and cash EBITDA for 2006 were approximately $58.6 million
and $12.1 million, respectively.


LEAR CORP: Fitch Cuts & Withdraws Low B & Junk Ratings
------------------------------------------------------
Fitch Ratings has simultaneously downgraded and withdrawn these
ratings of Lear Corp.:

     -- Issuer Default Rating to 'B-' from 'B';
     -- Senior unsecured to 'CCC/RR6' from 'B/RR4'.

In addition, Fitch has affirmed and withdrawn these Lear Corp.
ratings:

     -- Senior secured revolving facility at 'BB/RR1';
     -- Senior secured term loan at 'BB/RR1'.

The Outlook is Negative.

The downgrade of the IDR reflects the increased level of
indebtedness expected upon completion of the acquisition by
American Real Estate Partners, LLC.  The senior unsecured rating
reflects Fitch's expectation that the debtholders would recover 0%
to 10% ('RR6') in a distressed scenario due to a US$1 billion
increase in secured indebtedness.

Fitch will no longer provide ratings or analytical coverage on the
company.

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 and electrical distribution systems and
other interior products.

Lear also operates in Latin American countries including
Argentina, Mexico, and Venezuela.  Its European operations are
located in Czech Republic, United Kingdom, France, Germany,
Honduras, Hungary, Poland, Portugal, Romania, Russia, Slovakia,
Spain, Sweden, South Africa, Morocco, Netherlands, Tunisia and
Turkey.  Its Asian facilities are in China, India, Japan,
Philippines, Singapore, South Korea, and Thailand.


LIBERTY BRANDS: A&A Tupelo Says Its Secured Claim is Miscalculated
------------------------------------------------------------------
A&A Tupelo Inc. opposes Liberty Brands LLC's request to use cash
collateral contending that the Debtor miscalculated its secured
claim.

In A&A Tupelo's behalf, Thomas G. Macauley, Esq., at Zuckerman
Spaeder LLP, tells the Court that A&A Tupelo's secured claim is at
least approximately $7 million.  

On May 11, 2007, the Debtor filed with the Court a motion to
use A&A Tupelo's cash collateral for payments of wages, salaries,
operating expenses and certain professional fees.

The Debtor explains that the absence of cash collateral will
terminate its business operations to the material detriment of
creditors, employers, and other parties-in-interest.

The Debtor tells the Court that A&A Tupelo asserts a lien and
security interests in substantially all of the Debtor's property.

Representing the Debtor, William D. Sullivan, Esq., at William D.
Sullivan LLC, noted that A&A Tupelo's interest in the collateral
is adequately protected by an equity cushion of not less than
$4,864,520.  The equity cushion is more that sufficient to protect
it from any diminution in the collateral, he said.  

As adequate protection, the Debtor agreed to grant A&A Tupelo
postpetition replacement liens on all of the Debtor's assets other
than avoidance actions under Chapter 5 of the Bankruptcy Code.

Headquartered in Richmond, Va., Liberty Brands LLC, a cigarette
manufacturer, filed for chapter 11 protection on May 10, 2007
(Bankr. D. Del. Case No. 07-10645).  William David Sullivan, Esq.
in Wilmington, Del., represents the Debtor in its restructuring
efforts.  When it filed for bankruptcy, Liberty Brands listed
assets of $1 million to $10 million and debts of $10 million to
$50 million.


LONG BEACH: S&P Puts D Ratings on Three Certificates
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes from Long Beach Mortgage Loan Trust 2006-A.  At the same
time, S&P placed four ratings, including three that were
lowered, on CreditWatch with negative implications.  Concurrently,
we affirmed the 'AAA' ratings on the remaining three classes from
this transaction.
     
The lowered ratings reflect the charge-off of $52.8 million in
realized losses, as described in this transaction's Form 8-K filed
with the SEC today.  The charge-offs were caused by 612 loans that
became 180 days delinquent between November 2006 and April 2007,
as well as four loans that were charged off for other reasons.
     
According to the prospectus supplement for this transaction,
"Generally, the servicer must charge off a mortgage loan no later
than the date it becomes 180 days delinquent, and it may charge
off a mortgage loan prior to that date.  Once a mortgage loan has
been charged off, the master servicer will discontinue making
advances, the servicer will not be entitled to the servicing fee
for such mortgage loan, and the mortgage loan will be treated as a
liquidated mortgage loan giving rise to a realized loss."
     
However, in this instance, the servicer had not charged off these
loans until this time.  The transaction's Form 8-K filed May 17,
2007, includes a table listing the total unpaid principal balances
and the number of loans that became 180 days delinquent for each
month from November 2006 through April 2007.  These losses have
completely depleted the $17.9 million in overcollateralization
that remained for this deal as of the April 25, 2007, distribution
report.  The downgrades also reflect the losses incurred by
classes M-7, B-1, and B-2, which resulted from the write-downs in
the certificate balances of the classes subordinate to them.  
These write-downs have also left classes M-2, M-3, M-4, M-5, and
M-6 with insufficient credit support to maintain the previous
ratings.
     
The negative CreditWatch placements reflect an erosion of credit
support and the anticipation of additional losses due to the level
of delinquencies.  As of the May 25, 2007, distribution date, this
transaction will have incurred approximately $68.4 million
(12.85%) in realized losses over the past 10 months.  If the
$49.34 million aggregate unpaid principal balance of the charged-
off mortgage loans are subtracted from the delinquency amounts
provided in the April 25, 2007, distribution report, approximately
$4.5 million in 120-plus-day delinquencies, $11.1 million in 90-
plus-day delinquencies, $9.8 million in 60-day delinquencies, and
$16.9 million in 30-day delinquencies would remain.
     
Standard & Poor's will continue to closely monitor the performance
of this transaction.  If losses continue, S&P will take additional
rating actions.  If losses diminish significantly and the
delinquency pipeline improves, S&P will affirm the ratings on
CreditWatch and remove the CreditWatch placements.
   

                          Ratings Lowered

               Long Beach Mortgage Loan Trust 2006-A

                                  Rating
                                  ------
                    Class      To         From
                    -----      --         ----
                     M-5       CCC        BBB+
                     M-6       CCC        BBB
                     M-7       D          BBB-
                     B-1       D          BB+
                     B-2       D          BB


        Ratings Lowered and Placed on Creditwatch Negative

              Long Beach Mortgage Loan Trust 2006-A

                                      Rating
                                      ------
                Class      To                From
                -----      --                ----
                 M-2       BBB/Watch Neg     AA-
                 M-3       BB/Watch Neg      A
                 M-4       B/Watch Neg       A-


              Rating Placed on Creditwatch Negative

              Long Beach Mortgage Loan Trust 2006-A

                                    Rating
                                    ------
                  Class      To             From
                  -----      --             ----
                   M-1       AA/Watch Neg    AA


                          Ratings Affirmed

                Long Beach Mortgage Loan Trust 2006-A

                     Class                 Rating
                     -----                 ------
                     A-1, A-2, A-3          AAA


LONG BEACH: Moody's Junks Ratings on Five Certificate Series
------------------------------------------------------------
Moody's Investors Service has downgraded twelve certificates
issued by Long Beach Mortgage Loan Trust 2006-A.  The transaction
is backed by sub-prime second lien loans.

The certificates are being downgraded based on the fact that the
bonds' current credit enhancement levels including excess spread
are low in light of the current charge-offs as reflected in the
issuer's 8-K filing as of May 17, 2007 compared to the current
projected loss numbers for the current rating levels.

Complete rating actions are:

* Long Beach Mortgage Loan Trust

Downgrade:

   -- Series 2006-A Class A-1, downgraded from Aaa to Aa2
   -- Series 2006-A Class A-2, downgraded from Aaa to Aa2
   -- Series 2006-A Class A-3, downgraded from Aaa to Aa2
   -- Series 2006-A Class M-1, downgraded from Aa2 to A2
   -- Series 2006-A Class M-2, downgraded from Aa3 to A3
   -- Series 2006-A Class M-3, downgraded from A2 to Ba1
   -- Series 2006-A Class M-4, downgraded from A3 to B2
   -- Series 2006-A Class M-5, downgraded from Baa1 to Caa3
   -- Series 2006-A Class M-6, downgraded from Baa2 to C
   -- Series 2006-A Class M-7, downgraded from B1 to C
   -- Series 2006-A Class B-1, downgraded from B3 to C
   -- Series 2006-A Class B-2, downgraded from Ca to C


MARK SILVERMAN: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mark L. Silverman
        1200 Latham
        Birmingham, MI 48009

Bankruptcy Case No.: 07-49048

Chapter 11 Petition Date: May 8, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Mark H. Shapiro, Esq.
                  Steinberg Shapiro & Clark
                  24901 Northwestern Highway, Suite 611
                  Southfield, MI 48075
                  Tel: (248) 352-4700

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
State Farm Mutual Automobile     judgment entered    $2,940,000
Insurance Company                in civil action
c/o Morley Witus, Esq.
Barris Sott Denn & Driker
211 West Fort Street,
Suite 1500
Detroit, MI 48226

Mortgage Center, L.L.C.          execution of          $224,360
20300 Civic Center Drive,        mortgage note
Suite 456
Birmingham, MI 48009

Law Offices of George W.         co-counsel fees       $125,209
Gregory, P.L.L.C.
401 South Old Woodward
Avenue, Suite 456
Birmingham, MI 48009

Dennis Dettmer, Esq.             professional           $21,589
                                 services
                                 rendered

Paragon Underwriters, Inc.       possible claim         unknown
                                 for attorney
                                 fees under
                                 reservation of
                                 rights clause
                                 in malpractice
                                 coverage

Zurich in North America          possible claim         unknown
                                 for attorney
                                 fees under
                                 reservation of
                                 rights clause
                                 in malpractice
                                 insurance policy


MELT INC: Posts $549,632 Net Loss in Quarter ended March 31
-----------------------------------------------------------
Melt Inc. reported a net loss of $549,632 on total revenues of
$603,637 for the first quarter ended March 31, 2007, compared with
a net loss of $117,362 on total revenues of $469,642 for the same
period ended March 31, 2006.

The increase in revenues for the current period was largely due to
franchise fees, food and supplies sold to franchise owned stores,
and royalty revenue.

Rental expenses from continuing operations for the retail stores
amounted to $123,274 or 20.4% of sales and $19,237 or 4.1% of
sales for the same period last year.  The increase is due to
$113,915 in pre opening rent expenses.  Salaries and wages from
continuing operations amounted to $225,666 or 37.4% of sales and
$56,174 or 12.0% of sales for the same period last year.  The
percentage increase is due to the increase in corporate staff.
General and administrative expenses from continuing operations
increased to $71,660, or 11.9% of sales, from $57,698, or 12.3% of
sales, for the same period last year.

At March 31, 2007, the company's balance sheet showed $1,846,094
in total assets and $2,450,719 in total liabilities, resulting in
a $604,625 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1,546,050 in total current assets
available to pay $2,450,719 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?1f85

                       Going Concern Doubt

HJ Associates & Consultants LLP, in Salt Lake City, expressed
substantial doubt about Melt Inc.'s ability to continue as a going
concern after auditing the company's financial statements as of
Dec. 31, 2006.  The auditing firm pointed to the company's
significant losses, accumulated deficit and working capital
deficit.
                       
                          About Melt Inc.

Melt Inc. (OTC BB: MLTC) owns, operates and franchises quick
service restaurants operating under the name Melt gelato & crepe
cafe.  It currently owns and operates four company stores and
three franchised stores in California.


METCARE RX: Seeks Court's Approval on Multiple Motions
------------------------------------------------------
Metcare Rx Pharmaceutical Services Group and its debtor-
affiliates seek authority from the U.S. Bankruptcy Court for the
District of New Jersey to:

   a) reject real estate lease nunc pro tunc to the filing date;

   b) sell inventory at Maryland stores to an affiliate at cost;

   c) sell telephone system;

   d) transfer prescription files; and

   e) abandon furniture, fixtures and equipment.

For the past two years, the Debtors tell the Court that their
Maryland operations have resulted to increasing losses that they
decided to terminate operations, liquidate and abandon their
assets.

The Debtors intend to cancel the lease, expiring on Sept. 30,
2007, to prevent them from having substantial cost and drain on
the cash flows.  The preservation of their business assets will
allow them to commit resources to other endeavor necessary to
their restructuring efforts.

Rather than abandoning the inventory, which consists of over-the-
counter medicines, healthcare, beauty products and other items
typically sold in retail pharmacies, the Debtors propose to sell
it to Metcare Rx ECMC Pharmaceutical Services LLC.

The phone system, which consist of six display phones, one non-
display phone, a voice mail system, acs processor and module, will
be sold to M.I.S. for $1,100.  

In relation to this, the Debtor stated that, the sole secured
creditor, Metcare Rx Pharmaceutical Services Acq, has covered
these assets in ACQ's blanket lien.  However, ACQ consents the
transaction upon the condition that its lien will remain attached
to the assets transferred to the Debtor's affiliate and the
proceeds of the sale of the assets sold to M.I.S.

The Debtors have entered into an agreement with Rite Aid Pharmacy
pursuant to which Rite Aid will obtain custody of the files.  The
action will relieve them of any potential penalties by the federal
and state law, which would be assessed in the event that the
prescription files are not transferred.

After the rejection of lease and the sale of the inventory, the
Debtors propose to abandon the retail shelvings, miscellaneous
desk, chairs and countertops as they find it burdensome and is of
inconsequential value and benefit to the estate.

                         About Metcare Rx

Cedar Grove, N.J.-based Metcare Rx Pharmaceutical Services Group
LLC and its affiliates -- http://www.metcarerx.com/-- form a  
full-service pharmacy management company that offers customized
solutions and comprehensive pharmacy managed care services.  The
Debtor and its affiliates filed separately for Chapter 11
protection on April 3, 2007 (Bankr. D. N.J. Case Nos. 07-14612
through 07-14620).  Bruce J. Wisotsky, Esq., at Norris, McLaughlin
& Marcus, P.A., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed estimated assets and debts of $1 million to
$100 million.


MGM MIRAGE: Moody's Holds B2 Ratings of El Dorado Joint Venture
---------------------------------------------------------------
Moody's Investors Service has affirmed the existing B2 ratings of
Circus and Eldorado Joint Venture.  The ratings outlook is stable.

The ratings affirmation acknowledges improved credit metrics
following 2006 that stemmed from increased convention demand in
downtown Reno from the US Bowling Congress Women's Bowling
Tournament.  Additionally, in March 2007 Circus and Eldorado
amended its revolving credit agreement to extend maturity until
March 2008, to allow increased capital spending and a less
stringent financial covenant test (thereby regaining revolver
access), and to permit prepayment of its outstanding $160 million
mortgage notes subject to proforma credit agreement compliance.

Additionally, improved 2006 internal cash flow enabled the company
to increase its cash on hand to $47 million from
$35 million, after partner distributions of approximately $3
million.  Moody's notes that positive demographic trends bode well
for growth potential of the Reno gaming market and should benefit
Reno's ability to compete for future convention business.  In
addition, the ratings reflect the Company's low regulatory risk
exposure from operating in Nevada.

However, the ratings affirmation also reflects that since the
third quarter of 2006 through the first quarter of 2007 gaming
revenues in Reno have slightly declined year-over-year, and the
level of competition from new or redeveloped properties is
expected to increase over the intermediate term.

Circus and Eldorado's long-term ability to compete against new
properties within Reno and from neighboring markets remains a
point of concern, as does the plan for reducing its interest
burden and establishing a long-term committed liquidity source.
Downtown properties may, over time, lose market share as
properties expand and become developed in other sections of Reno.
Additionally, the degree to which Reno's positive demographic
trends will drive Circus and Eldorado's performance is less
certain because as a leisure and convention-focused property
located in the downtown section, the Company's performance mostly
depends on visitation, rather than local, traffic.

The stable ratings outlook reflects the Company's established
position in the Reno, Nevada market, and the likelihood of
performance remaining relatively stable.

The ratings could go up if the Company were to:

   1) lower its debt to EBITDA ratio to around 4.0 times with
      corresponding improvement in cash flow leverage measures,
      and it appeared likely that this leverage level could be
      maintained over the intermediate term; and

   2) the Company obtained a source of long-term committed
      liquidity.

The ratings could go down if evidence of weaker competitiveness
surfaced that threatened the Company's ability to generate
sufficient cash flow to meet its obligations. Specifically, if
EBIT to interest were to fall to approximately 1.0 times and
appeared unlikely to meaningfully improve to above 1.0 times, the
ratings would likely be downgraded. As of 2006 the Company's last-
twelve month EBIT to interest ratio was 1.5 times. Additionally,
if the Company were to not possess a reasonable level of total
liquidity the ratings would be likely lower.

Circus & Eldorado Joint Venture is a 50/50 joint venture between
MGM Mirage (Ba2 / Negative) and Eldorado Resorts LLC (unrated),
owner of the Silver Legacy Resort Casino a nineteenth century
silver mining themed hotel-casino and entertainment complex in
Reno, Nevada.  Revenues for 2006 were $159 million.


MICRON TECHNOLOGY: Prices $1.135 Billion Senior Notes' Offering
---------------------------------------------------------------
Micron Technology Inc. priced its $1.135 billion aggregate
principal amount of unsecured 1.875% Convertible Senior Notes due
June 1, 2014.

In connection with the offering, Micron also said that it has
granted the underwriters an over-allotment option to purchase up
to $165 million aggregate principal amount of additional notes.

Morgan Stanley & Co. Incorporated is acting as sole book-running
manager for the offering and Credit Suisse Securities (USA) LLC
and Lehman Brothers Inc. are co-managers for the offering.

Interest on the notes will be paid semiannually on June 1 and
December 1 of each year at a rate of 1.875% per year.  Upon the
occurrence of certain events, the notes will be convertible by the
holders based on an initial conversion rate of 70.2679 shares of
common stock per $1,000 principal amount of notes, which is
equivalent to an initial conversion price of approximately $14.23
per share.

This initial conversion price represents a premium of 23.75%
relative to the last reported sale price on May 17, 2007 of
Micron's common stock of $11.50.  Upon conversion, Micron will
have the right to elect to deliver, in lieu of shares of Micron's
common stock, cash or a combination of cash and shares of Micron's
common stock to satisfy its conversion obligation.

Holders of the notes may require Micron to repurchase the notes
for cash equal to 100% of the principal amount to be repurchased
plus accrued and unpaid interest upon the occurrence of certain
designated events.

In connection with this offering, Micron entered into capped call
transactions with counterparties affiliated with some of the
underwriters of the offering.  The capped call transactions are
expected to reduce the potential dilution upon conversion of the
notes.  The capped call transactions are in three equal tranches
with cap prices that are 50%, 75% and 100% higher than today's
last reported sale price of Micron's common stock of $11.50.

The net proceeds to Micron from this offering will be
approximately $1,112 million, exclusive of any proceeds
attributable to the underwriters' possible exercise of their over-
allotment option.  Micron intends to use a portion of the net
proceeds from this offering to pay the cost of the capped call
transactions.  Micron estimates the cost of the capped call
transactions to be approximately $131.9 million, exclusive of the
cost of additional capped call transactions with respect to the
underwriters' possible exercise of their over-allotment option.

The remaining proceeds from the offering will be used for general
corporate purposes, including working capital and capital
expenditures.  The offering is expected to close on May 23, 2007,
subject to customary closing conditions.

In connection with establishing their initial hedge of these
capped call transactions, Micron expects that the counterparties
will enter into various over-the-counter cash-settled derivative
transactions with respect to Micron's common stock concurrently
with, or shortly after, the pricing of the notes and may unwind or
enter into various over-the-counter derivatives and/or purchase
Micron's common stock in secondary market transactions after the
pricing of the notes.  These activities could have the effect of
increasing or preventing a decline in the price of Micron's common
stock concurrently with or following the pricing of the notes.  In
addition, the counterparties may modify or unwind their hedge
positions by entering into or unwinding various derivative
transactions and/or purchasing or selling Micron's common stock in
secondary market transactions prior to maturity of the notes (and
are likely to do so during any conversion period related to
conversion of the notes).

The securities will be issued pursuant to an effective
registration statement filed with the U.S. Securities and Exchange
Commission.

A prospectus relating to the offering may be obtained by
contacting:

    Morgan Stanley & Co. Incorporated
    Attn: Prospectus Dep't
    180 Varick Street
    New York, NY 10004
    Tel: (212) 761-4000.

Micron Technology, Inc., is one of the world's leading providers
of advanced semiconductor solutions. Through its worldwide
operations, Micron manufactures and markets DRAMs, NAND Flash
memory, CMOS image sensors, other semiconductor components and
memory modules for use in leading-edge computing, consumer,
networking and mobile products. Micron's common stock is traded on
the New York Stock Exchange (NYSE) under the MU symbol.

Micron Technology Inc. -- http://www.micron.com/-- (NYSE:MU)  
provides advanced semiconductor solutions.  Through its worldwide
operations, Micron manufactures and markets DRAMs, NAND Flash
memory, CMOS image sensors, other semiconductor components and
memory modules for use in leading-edge computing, consumer,
networking and mobile products.  The company is headquartered in
Boise, Idaho, and has manufacturing facilities in Italy, Scotland,
Japan, Puerto Rico and Singapore.


MICRON TECHNOLOGY: S&P Holds BB- Rating on $1.1 Billion Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its BB-/Stable/--
corporate credit rating on Boise, Idaho-based Micron Technology
Inc.  At the same time, Standard & Poor's assigned its 'BB-'
rating to the company's $1.1 billion convertible senior
notes due 2014.
      
"Our ratings on Micron reflect the challenges of supplying
capital- and technology-intensive products in an environment of
severe price pressures and aggressive competition, tempered by the
company's moderate financial policies, good industry position, and
improving business diversity," said Standard & Poor's credit
analyst Bruce Hyman.  Micron has diversified its business away
from the commodity dynamic random access memory industry, used in
PCs.  Micron also supplies specialty DRAMs for servers,
networking, and wireless applications; NAND flash memories for
music players through a joint venture with Intel Corp.; and is the
leading supplier of complementary metal-oxide semiconductor image
sensors for phones.
     
Micron is the No. 5 DRAM supplier, having substantially reduced
its exposure to the commodity market.  About 20%-25% of wafers
entering production are for imaging, a similar amount are
specialty DRAM, 15%-20% NAND, and about 40% commodity PC DRAM; the
percentages vary seasonally.  PC DRAMs had been 75% of wafer
starts in the November 2004 quarter.  Micron's 51%-owned joint
venture with Intel Corp., IM Flash Technologies LLC, will supply a
significant portion of Apple Computer Corp.'s iPod memory needs,
in addition to merchant market sales.  NAND output is rising
sharply as a Utah plant comes on line this year, followed by a
Singapore plant in 2008.  Micron has the leading 38% share of
CMOS-based image sensors for phones, cameras, webcams, and other
consumer, security, and automotive applications.

Micron Technology, Inc. -- http://www.micron.com/-- (NYSE:MU)  
provides advanced semiconductor solutions.  Through its worldwide
operations, Micron manufactures and markets DRAMs, NAND Flash
memory, CMOS image sensors, other semiconductor components and
memory modules for use in leading-edge computing, consumer,
networking and mobile products.  The company is headquartered in
Boise, Idaho, and has manufacturing facilities in Italy, Scotland,
Japan, Puerto Rico and Singapore.


MONEY CENTERS: Sherb & Co. Expresses Going Concern Doubt
--------------------------------------------------------
Sherb & Co., LLP, in Boca Raton, Florida, raised substantial doubt
about Money Centers of America, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditor pointed
to the company's recurring losses from operations, working capital
deficit, stockholders' deficit, and accumulated deficit.

Money Centers of America, Inc. reported revenues and net loss, for
the year ended Dec. 31, 2006, were $11.7 million and $4.3 million
respectively representing a 38% decrease in revenue and a 160%
increase in net loss over last year.  These decreases were
consistent with management's plan to utilize the litigation
settlements and purchase price adjustments of $3,750,000 the
company received associated with the Available Money acquisition
to eliminate unprofitable contracts related to the same
acquisition.  The net loss included approximately $2.8 million in
noncash expenses and $340,000 in one time charges associated with
contract expirations and settlement expenses.

"Our focus in 2006 was to strengthen our existing operations,
refinance our debt and to develop our sales and marketing plan for
bringing our ONswitch solution to market," Christopher Wolfington,
Chairman & CEO of Money Centers of America, said.  "By those
standards 2006 was a very successful year for the company.  If how
our prospects are reacting to our ONswitch solution is any
indication of our potential success, 2007 is going to be an
amazing year."

At Dec. 31, 2006, the company's balance sheet showed total assets
of $8.3 million and total liabilities of $13.4 million, resulting
in a $5.1 million stockholders' deficit.

Based in King of Prussia, Pennsylvania, Money Centers of America,
Inc. (OTC Bulletin Board: MCAM) -- http://www.moneycenters.com/--   
provides cash access and Transaction Management Systems for the
gaming industry, utilizing a customer-centric approach that is
aimed at leveraging technology, generating value, and creating
measurable results in profitability, customer satisfaction and
loyalty.


MUELLER WATER: Prices $425 Million Sr. Subordinated Notes Offering
------------------------------------------------------------------
Mueller Water Products Inc. has priced an offering of $425 million
aggregate principal amount of 7-3/8% senior subordinated notes due
2017.

The company intends to use the net proceeds of the notes offering
to pay the purchase price for the 14-3/4% senior discount notes
due 2014 and 10% senior subordinated notes due 2012 tendered by
holders and the consent payment relating to amendments to the
underlying indentures pursuant to its outstanding offers to
purchase and consent solicitations, to repay other corporate
indebtedness and for general corporate purposes.  The company
expects closing to occur on or about May 24, 2007.

The notes will be offered only to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended, and outside the United States to non-U.S. persons
pursuant to Regulation S under the Securities Act.  The notes have
not been registered under the Securities Act, or the securities
laws of any state or other jurisdiction, and may not be offered or
sold in the United States without registration or an applicable
exemption from the Securities Act.

                    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.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
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.


NASDAQ STOCK: Earnings Grow by $300,000 in First Quarter 2007
-------------------------------------------------------------
The Nasdaq Stock Market Inc. reported first quarter 2007 net
income of $18.3 million, a $300,000 increase from net sales of
$18 million in the first quarter of 2006.  The company generated
total revenues of $561.9 million and $396.2 million for the first
quarters of fiscal years 2007 and 2006, respectively.

Operating income was $81.4 million for the first quarter of 2007,
an increase of $39.6 million, or 94.7%, when compared to
$41.8 million for the first quarter of 2006.

Gross margin, representing total revenues less cost of revenues,
was $192.1 million in the first quarter of 2007, an increase of
18.6% from $162 million in the year-ago period, and up 4.9% from
$183.1 million reported in the fourth quarter of 2006.

As of March 31, 2007, the company's balance sheet showed total
assets of $3.7 billion, total liabilities of $2.3 billion, and
total stockholders' equity of $1.4 billion.

First quarter 2007 results include these pre-tax items:

     -- $24.9 million charge for merger and acquisition related
costs associated with NASDAQ's lapsed offer for the London Stock
Exchange.

     -- $10.6 million charge included in general, administrative
and other expense related to a NASDAQ clearing contract.  NASDAQ's
single trading platform includes functionality that enables NASDAQ
to discontinue the use of services provided under the contract.

     -- $7.8 million loss on foreign currency option contracts
purchased to hedge the foreign exchange exposure on the
acquisition bid for the London Stock Exchange.  A $48.4 million
gain was recorded in the fourth quarter 2006 for foreign currency
option contracts.  As a result NASDAQ's cumulative gain on foreign
currency contracts is about $40.6 million.

     -- $6.5 million gain associated with NASDAQ freezing its
employee pension plan and Supplemental Executive Retirement Plan,
included in compensation expense.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f7a

NASDAQ's chief executive officer, Robert Greifeld commented, "Our
first quarter results demonstrate our ability to improve
profitability by focusing on the execution of our business plan.  
Gross margin increased for the 10th consecutive quarter and
operating income reached the highest level ever recorded at
NASDAQ.  Share volume matched in our systems reached record highs
and NASDAQ had its strongest performance in IPO listings since the
height of the market in 2000.  We are extremely confident in our
ability to continue to grow our business and remain excited about
the future."

                        Recent Highlights

The company's first quarter 2007 recent events were:

     -- For the quarter NASDAQ attracted 79.2% of all IPOs, with
proceeds totaling $6.3 billion, or 67% of the $9.5 billion raised
across all U.S. exchanges.

     -- Achieved new market share highs in trading of U.S. listed
equities. NASDAQ matched a record high 28.8% of consolidated U.S.
listed equities in March.  Matched market share for NYSE-listed
stocks increased to 15.9% in March 2007, up from 7.7% in March
2006.  Matched market share for Amex-listed stocks increased to
31.4% in March 2007, up from 23.4% in March 2006.

     -- Completed the transfer of sponsorship functions for the
QQQ and the BLDRS ETFs to PowerShares Capital Management. This
transfer expands the distribution channels for the funds and
brings greater investor access to these dynamic products.

     -- Completed the migration of trading for non-NASDAQ stocks
to our trading platform, effectively completing the INET
integration.

                          2007 Outlook

NASDAQ expects that for the full-year 2007, its net income will be
in the range of $165 million to $175 million; gross margin in the
range of $755 million to $775 million; and total operating
expenses in the range of $390 million to $410 million.

"We're extremely proud of our first quarter operating results,"
commented NASDAQ's chief financial officer, David Warren.  "By
migrating trading to a single platform we've effectively completed
the INET integration and have demonstrated our disciplined
approach to integrating acquisitions.  I'm pleased to say that all
revenue and cost objectives identified at the time of the INET
acquisition have been achieved.  This success is clearly
illustrated in the strong growth in operating income."

                           About Nasdaq

The Nasdaq Stock Market Inc. (Nasdaq: NDAQ) --
http://www.nasdaq.com/-- is the largest electronic equity  
securities market in the United States with about 3,200 companies.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Service confirmed the Ba3 ratings of The NASDAQ
Stock Market Inc. following NASDAQ's Feb. 10 disclosure that its
Final Offer to acquire the LSE has lapsed.  NASDAQ's rating
outlook is stable.


NAVIOS MARITIME: Commences Public Offering of 11.5MM Common Stock
-----------------------------------------------------------------
Navios Maritime Holdings Inc. commenced a public offering of
11.5 million shares of its common stock under Navios' effective
shelf registration statement.

J.P. Morgan Securities Inc. and Merrill Lynch & Co. will act as
joint book running managers.  In connection with the offering, the
underwriters will be granted a 30-day option to purchase from
Navios up to 1,725,000 additional shares of common stock to
cover any over-allotments.  

Navios intends to use the net proceeds of this offering to fund
growth and general corporate purposes.
    
The offering of these securities will be made only by means of a
prospectus and related prospectus supplement.
    
When available, copies of the prospectus and prospectus supplement
relating to the offering may be obtained from:

   -- J.P. Morgan Securities Inc.
      Prospectus Library
      National Statement Processing
      No. 4 Chase
      Metrotech Center, CS Level
      Brooklyn, NY 11245
      Tel: (718) 242-8002

   -- Merrill Lynch & Co.
      No. 4 World Financial Center
      New York, NY 10080
      Tel: (212) 449-1000

                       About Navios Maritime

Based in Norwalk, Connecticut, Navios Maritime Holdings Inc.
(NYSE: NM and NM WS) -- http://www.navios.com/-- is an
integrated global seaborne shipping company, specializing in the
worldwide carriage, trading, storing, and other related logistics
of international dry bulk cargo transportation.  The company also
owns and operates a port/storage facility in Uruguay and has
in-house technical ship management expertise.  It has offices in
Piraeus, Greece, South Norwalk, Connecticut and Montevideo,
Uruguay and Antwerp, Belgium.

                          *    *    *

Navios Maritime's 9-1/2% Senior Notes due 2014 carry Moody's
Investors Service's B2 rating and Standard & Poor's B rating.


NOBLE GROUP: Moody's Affirms Ba1 Rating on Upcoming Bond Issue
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family rating
and senior unsecured bond rating of Noble Group Ltd.  The outlook
on both ratings is stable.

The affirmation follows Noble's announcement of its plan to issue
about $200 million of zero coupon convertible bonds.  Proceeds
from the bonds will mainly be used to refinance existing short-
term debt.

"Since the company's overall debt level is not expected to
increase, there is no immediate rating pressure," says Elizabeth
Allen, Moody's lead analyst for Noble.

"Noble's improved operating performance in the last six months has
not yet resulted in a strengthening of its credit profile due to
an increase in the company's debt to fund a combination of
increasing working capital requirements and fixed-asset
investments," says Ms. Allen.  "As a result, Noble's financial
position is at the lower end of its current Ba1 rating."

"While Noble continues to deliver high growth rate with 1Q07
revenues rising 47% compared to 1Q 2006, yet the company needs to
demonstrate it can continue to grow its earnings and cash flow
while limiting additional debt to fund its working capital
requirement," adds Ms. Allen.  "Failure to do so would pressure
the ratings."

Moody's will consider a rating downgrade if:

   1) Noble fails to sustain its profitability and improve its
      credit profile, such that retained cash flow/adjusted net
      debt is consistently below 12-15%;

   2) it adopts an aggressively debt-funded
      acquisition/investment plan for new businesses, thereby
      increasing its overall financial and business risk
      profile;

   3) there is material weakening in the company's balance sheet
      liquidity, with its cash balance plus available committed
      cash facilities falling below 15% of total assets, and/or
      its free cash falling below USD300m; and/or

   4) it incurs large trading or credit losses.

Headquartered in Hong Kong and listed on the Singapore Stock
Exchange, Noble Group Ltd is mainly engaged in the sourcing and
distribution of a wide range of commodity products in agriculture,
energy and metals as well as the logistics management business. It
has over 70 offices in 42 countries including Argentina, Brazil,
Canada, Italy, Portugal, Spain, Switzerland, Turkey, and the
United States.


NORTH ATLANTIC: Moody's Further Junks Rating on $86 Mil. Sr. Notes
------------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of North Atlantic Holding Company to Caa2/LD and the
remaining $86 million 9-1/2% senior notes issued by its operating
subsidiary, North Atlantic Trading Company, to Caa3 from Caa2.

Moody's also confirmed the Caa2 corporate family rating for NAHC
and the Ca rating on the remaining $8 million 12-1/4% discount
notes issued by NAHC.

These rating actions reflect the completion of the company's
exchange of 79.6% of its NAHC notes and 57% of its NATC notes for
new notes.  The NAHC notes were exchanged at the rate of $812.50
of new notes for each $1000 of original notes; whereas, the NATC
notes were exchanged at the rate of $950.00 for each $1000 in face
amount of original notes.

The "LD" designation reflects Moody's view that this transaction
was a distressed exchange, causing direct economic losses to the
noteholders who accepted the exchange and indirect losses, through
a reduction in priority in bankruptcy, for noteholders that did
not exchange their notes. The default was "limited" because loans
in the liability structure were unaffected.

The Caa2 PDR refers to the credit quality of the liability
structure and the likelihood of a default on the rest of the
obligations going forward. The downgrade of NATC's senior notes
results from an increase those obligations' expected loss given
default resulting from the introduction of $135 million more
senior, second lien notes, issued as part of the exchange offer.
This action concludes a review for possible downgrade initiated on
March 26, 2007.

Moody's also announced it will soon withdraw all of its ratings on
NAHC and NATC, including NAHC's Caa2 corporate family rating.
Moody's will withdraw its ratings because the company will no
longer be publicly reporting its financial statements and Moody's
is unlikely to be able to obtain sufficient financial information
to effectively monitor the rating.

Ratings downgraded and to be withdrawn include:

* North Atlantic Holding Company

   -- Probability of Default rating to Caa2/LD from Caa2

* North Atlantic Trading Company, Inc.

   -- $86 million 9-1/4% senior notes due 2012 to Caa3
      (LGD 5, 86%) from Caa2 (LGD 4, 59%)

Ratings to be confirmed include:

* North Atlantic Holding Company

   -- Corporate family rating of Caa2

   -- $8 million 12-1/4% senior notes due 2014 of Ca
      (LGD 6, 96%)

North Atlantic Holding Company, Inc. and its subsidiaries is the
third largest manufacturer and marketer of loose leaf chewing
tobacco in the US, and the largest importer and distributor in the
US of premium cigarette papers and related products. Total
revenues for the fiscal year ended December 2006 were
approximately $118 million.


NORTHWEST AIRLINES: Chapter 11 Plan of Reorganization Confirmed
---------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York confirmed Northwest Airline
Corporation's Plan of Reorganization, positioning the airline to
exit bankruptcy on May 31, 2007.

On May 9, 2007, Northwest announced that 98.4% of the dollar
amount of claims that voted and 96.9% of the airline's creditors
who voted, approved the Northwest plan.

Northwest expects that it will emerge from Chapter 11 once all
closing conditions of the Plan have been met and the company's
$750 million new equity rights offering has been funded.

"We are pleased to have completed our restructuring successfully.
We are now focused on emerging from Chapter 11 as a strong,
publicly traded company, which will provide excellent service to
our global customer base," Doug Steenland, Northwest Airlines
president and chief executive officer, said.

"I want to thank our customers and creditors for their
understanding and cooperation during the past 20 months as we
completed the restructuring process.  Most importantly, I want to
thank our employees for their hard work and sacrifices that helped
Northwest attain its goal of repositioning the airline for long-
term success.  I am pleased that we plan to share with our
employees some $1.6 billion in claims payments and anticipated
profit sharing through 2010."

Steenland continued, "Today's court approval is the realization of
the goals that we set for the airline when we entered bankruptcy
protection in September 2005.  At that time, we pledged to achieve
a competitive cost structure, a more efficient business model and
a recapitalized balance sheet.  We accomplished those goals,
returned the airline to profitability, continued to renew our
fleet, while at the same time, providing our customers with
reliable service.

"In recent weeks, in preparation for our emergence from Chapter
11, we announced a new board of directors and applied to trade our
newly issued common stock on the New York Stock Exchange under the
ticker symbol 'NWA.'"

Northwest Airlines' new common stock has been authorized for
listing on the New York Stock Exchange under the ticker symbol
"NWA."  Trading on the NYSE is expected to commence May 21, 2007,
on a "when issued" basis (Ticker Symbol: NWA WI).  The company
anticipates "regular way" trading to commence on May 31, 2007.

Northwest added that upon the effective date of its Plan of
Reorganization, the outstanding common stock, currently traded
under the ticker symbol NWACQ.PK, and the preferred stock of the
company will be cancelled for no consideration, and, therefore,
the company's existing stockholders will no longer have any
interest as stockholders in the company by virtue of their
ownership of the company's outstanding stock.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.
When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.


OMNOVA SOLUTIONS: Extends Senior Notes Tender Offering to May 22
----------------------------------------------------------------
OMNOVA Solutions Inc. has extended its tender offer for any and
all of its outstanding 11-1/4% senior secured notes due 2010
(CUSIP No. 682129AC5).  The tender offer, previously set to expire
at 8:00 a.m., New York City time, on May 18, 2007, will now expire
at 8:00 a.m., New York City time, on May 22, 2007, unless
extended.  

The tender offer is extended to coordinate the closing of the
tender offer with the completion of a new term loan of
$150 million and the amendment of the company's existing senior
secured credit facility.

All terms and conditions of the tender offer are unchanged and
remain in full force and effect.
    
On May 4, 2007, the company received the requisite consents to
adopt the proposed amendments to the indenture governing the Notes
and the Notes pursuant to the consent solicitation.  The company
also disclosed on May 4, 2007, the consideration payable with the
terms of the offer to purchase and consent solicitation statement
for the Notes.  Holders who validly tendered and did not validly
withdraw their Notes and related consents before 5:00 p.m., New
York City time, on May 3, 2007 will receive, for each $1,000
principal amount of Notes tendered, Total Consideration equal to
$1,058.10, which includes a $30 consent payment, if the payment
date is before June 1, 2007.  Holders who tender their Notes and
deliver their consents after the Consent Date, but before the
Expiration Date, will receive, for each $1,000 principal amount of
Notes tendered, Tender Offer Consideration equal to $1,028.10,
which is the Total Consideration less the Consent Payment, if the
payment date is before June 1, 2007.

Accrued and unpaid interest to the payment date will be paid to
Holders of record on May 15, 2007 whose Notes are validly tendered
and accepted for purchase.  If the payment date is on or after
June 1, 2007, the Total Consideration for each $1,000 principal
amount of Notes will be $1,060.94, which is the price at which the
Notes may be redeemed on June 1, 2007 plus the equivalent of two
weeks interest, and the Tender Offer Consideration for each $1,000
principal amount of Notes will be $1,030.94, which is the Total
Consideration less the Consent
Payment.
    
The company has been advised by the depositary of the tender offer
that, as of 5:00 p.m. on May 17, 2007, $162 million aggregate
principal amount of the Notes, have been validly tendered,
representing approximately 98.182% of the aggregate principal
amount of the Notes outstanding.  Rights to withdraw Notes
tendered prior to the Consent Date have expired.
    
Deutsche Bank Securities Inc. is the dealer manager for the tender
offer and the consent solicitation.  Questions or requests for
assistance may be directed to the dealer manager at (212) 250-5655
(call collect).  Requests for documentation may be directed to the
information agent, MacKenzie Partners, Inc., at (212) 929-5500
(call collect) or at (800) 322-2885 (call toll-free).

                    About OMNOVA Solutions Inc.

Based in Fairlawn, Ohio, OMNOVA Solutions Inc. (NYSE: OMN) --
http://www.OMNOVA.com/-- is a specialty chemical producer.  The   
company has positions in styrene-butadiene latex production, vinyl
wallcovering, coated fabrics and decorative laminates.  

                          *     *     *

As reported in the Troubled Company Reporter May 09, 2007, Fitch
Ratings has affirmed and simultaneously withdrawn these ratings
for Omnova Solutions Inc.: (i) issuer default rating at 'B+'; (ii)
senior secured revolver at 'BB+/RR1'; and (iii) senior secured
notes at 'B+/RR4'.

May 02, 2007, Troubled Company Reporter detailed that Moody's
Investors Service assigned a B2 rating to OMNOVA Solutions
Inc.'s proposed $150 million guaranteed senior secured term loan
due 2014.  The term loan proceeds will partially refinance the
$165 million of outstanding senior secured notes due 2010 that
OMNOVA recently issued a tender offer for.  The rating outlook
remains positive.


OPTION ONE: Moody's Puts (P)Ba1 Rating on Class M10 Notes
---------------------------------------------------------
Moody's Investors Service assigned provisional ratings to
certificates issued by Option One Mortgage Loan Trust 2007-6.

The complete rating actions are:

* Option One Mortgage Loan Trust 2007-6
   Asset-Backed Certificates, Series 2007-6

   -- Class IA1, Assigned (P)Aaa
   -- Class IIA1, Assigned (P)Aaa
   -- Class IIA2, Assigned (P)Aaa
   -- Class IIA3, Assigned (P)Aaa
   -- Class IIA4, Assigned (P)Aaa
   -- Class M1, Assigned (P)Aa1
   -- Class M2, Assigned (P)Aa2
   -- Class M3, Assigned (P)Aa3
   -- Class M4, Assigned (P)A1
   -- Class M5, Assigned (P)A2
   -- Class M6, Assigned (P)A3
   -- Class M7, Assigned (P)Baa1
   -- Class M8, Assigned (P)Baa2
   -- Class M9, Assigned (P)Baa3
   -- Class M10, Assigned (P)Ba1

Investors should be aware that the certificates have not yet been
issued. Upon issuance of the certificates and upon conclusive
review of all documents and information about the transaction, as
well as any subsequent changes in information, Moody's will
endeavor to assign definitive ratings, which may differ from the
provisional ratings.


PERI-WERK: High Profitability Cues Moody's to Lift Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded both the corporate family
rating and the senior unsecured debt ratings of Peri-Werk Artur
Schwoerer GmbH & Co. KG to Ba1 from Ba2.  The outlook has been
changed to stable.

"The upgrade reflects the company's ability to manage its double-
digit sales growth while maintaining a high level of profitability
and cash flow generation," said Matthias Hellstern, Moody's lead
analyst for Peri.

At the time of the last rating action in January 2006 when Moody's
had changed the outlook on the company's Ba2 ratings to positive
from stable, key criteria that Moody's set for an upgrade to Ba1
was that Peri could cope with an ongoing strong sales growth in
2006 (which at 21% was even stronger than expected in FY 2006)
without compromising its profitability. The concern had been that
profitability could have come under pressure from the need to add
further production and rental capacities. However, the upgrade to
Ba1 reflects the strength of the company's business model allowing
it to cope with such a significant growth while at the same time
maintaining high EBIT margins.

The rating also reflects the company's well-diversified
geographical operations covering more than 55 countries and its
leading position in a strongly growing, albeit fragmented part of
the construction market, which should provide some resilience to
regional demand swings.

Moody's notes that the company's strong business model --
supported by clear management continuity within the family -
should allow Peri to continue to benefit from the current strong
global demand environment, resulting in double-digit growth rates,
profit margins above 15% and reduction in leverage as a result of
improving free cash flows. However, the stable outlook reflects
Moody's caution that for an upgrade into investment grade Peri
would need to demonstrate some resilience to cyclical demand
swings, as the current strong performance and significantly
expanded business profile of Peri has not yet been tested in a
less benign market environment. Moody's believes that even in the
case of another strong performance in 2007, such a track record
would need to be established over some time.

Ratings affected by the upgrade are:

* Peri-Werk Artur Schwoerer GmbH & Co. KG

   -- Long-term corporate family rating: Ba1, upgrade from Ba2;

   -- the PD rating has also been upgraded to Ba1, with a group
      LGD-assessment of 4 with a LGD rate of 50%

* Peri GmbH

   -- EUR250 million of Senior Fixed Rate Notes due in 2011:
      Ba1, upgrade from Ba2;

   -- LGD-assessment of 4 remains unchanged, with a
      LGD-rate of 53%

The last rating action on Peri was on January 16, 2006, when the
outlook was changed from stable to positive.

Headquartered in Weissborn, Germany, Peri is one of the world's
leading developers, manufacturers and suppliers of formwork
systems for cast-in-place concrete and providers of related
engineering and technical services.  As a family-owned business,
Peri employs over 4,000 staff and engages in the direct sale and
rental of formwork and scaffolding systems to the construction
industry and also offers supporting services which complement its
core businesses including clean-up, repair and logistics. With
more than 70 sales and rental parks worldwide, Peri is considered
to operate the largest rental stock of formwork systems, enabling
it to offer just in time delivery to more than 25,000 customers.
Revenues generated in 2006 accounted for EUR922 million, an
increase of 21% compared to 2005.

The company has operations in Australia, Canada, India, Japan,
Denmark, Italy, Mexico and the United States.


POPE & TALBOT: Poor Cash Flow Cues Moody's to Further Cut Ratings
-----------------------------------------------------------------
Moody's Investors Service lowered Pope & Talbot Inc.'s corporate
family rating to Caa2 from Caa1 and its unsecured rating to Ca
from Caa3.

The company's ratings have been placed under review for possible
further downgrade given Pope & Talbot's continuing operational,
financial and market challenges.  The lowering of the rating
reflects the company's deteriorating operating performance, poor
cash flow generation and significant erosion of liquidity.  
Moody's is concerned that Pope and Talbot may not be able to
access its revolving credit facility because the company will not
be in compliance with its minimum EBITDA covenant in the credit
agreement.

The downturn in the U.S. housing industry has lowered lumber
prices in the company's wood products business and has escalated
raw material costs and created fiber availability issues in its
pulp business.  Given the current operational difficulties plus
the costs of planned annual maintenance outages, the company does
not expect sufficient second quarter EBITDA to remain in
compliance with its EBITDA covenants for the four-quarter period
ending June 30, 2007.  Further, the company believes it is
unlikely to be in compliance with the EBITDA covenant for the
periods ending September 30, 2007 and December 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.  In the company's 2006
financial statements, the company's auditors expressed substantial
doubt about the company's ability to continue in business as a
going concern due to uncertainty over the company's ability to
comply with financial covenants.

The review will focus on Pope & Talbot's ability to procure
liquidity arrangements and on the company's ability to restructure
in a manner to generate sustainable positive free cash flow.
Moody's expects to conclude the review by June 30, 2007.

Downgrades:

* Pope & Talbot, Inc.

   -- Probability of Default Rating, Downgraded to Caa3 from
      Caa1

   -- Corporate Family Rating, Downgraded to Caa2 from Caa1

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
      (73 - LGD5) from Caa3 (84 - LGD5)

Outlook Actions:

* Pope & Talbot, Inc.

   -- Outlook, Changed To Rating Under Review From Stable

Pope & Talbot Inc. produces pulp and wood-based building products
from manufacturing facilities located primarily in British
Columbia, Canada, and with smaller operations in the northwestern
United States.  


PRIME MEASUREMENT: Court Approves Fisher Phillips as Labor Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Prime Measurement Products LLC to employ Fisher
Phillips LLP as its labor attorney.

Fisher Phillips is expected to address labor and employment issues
arising from the sale of the Debtor's assets to Cameron
Technologies US Inc. and the layoff of employees resulting from
the sale, including a filed grievance by former employees against
the Debtor.

The Debtor discloses that John M. Polson, Esq., a partner at
Fisher Phillips, who is primarily responsible for this matter,
bills $445 per hour.  Mr. Sheldon Blumling, Esq., also a partner
of the firm, who will assist in rendering services to the Debtor,
bills $470 per hour.

The Debtors assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

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


PROVIDE GEMS: Losses Cue Fitch to Downgrade Ratings
---------------------------------------------------
Fitch Ratings has downgraded Provide Gems 2002-1 plc (Gems)
following a review of the transaction.  The rating actions are:

     -- EUR135,112 class A+ (ISIN XS0145700398) affirmed at
        'AA+';

     -- EUR32,000,000 class A (ISIN XS0145700471) affirmed at
        'AA';
     
     -- EUR46,000,000 class B (ISIN XS0145701289) downgraded to
        'A-' from 'A';

     -- EUR38,000,000 class C (ISIN XS0145701792) downgraded to
        'BB-' from 'BB+';

     -- EUR29,000,000 class D (ISIN XS0145701875) downgraded to
        'CC' from 'CCC;

     -- Distressed Recovery rating affirmed at 'DR5';

     -- EUR14,000,000 class E (ISIN XS0145702170) downgraded to
        'C' from 'CC; and

     -- DR rating affirmed at 'DR6'.

The downgrade on this German synthetic transaction reflects the
magnitude of the losses that have been realised and allocated to
the first loss piece.  At the March 2007 payment date, the size of
the outstanding threshold amount was reduced further to EUR7.15
million, from EUR20 million at closing.  The three months to
December 2006 saw the largest quarterly loss at EUR2.37 million,
compared to an average loss in the last four quarters of EUR1.13
million.

The losses are having a negative impact on levels of credit
enhancement available to the junior tranches.  In particular, the
class E tranche has a lower CE (1.12%) than the level (1.9%) at
close.  Similarly, the class D tranche has suffered declining CE
since September 2004.  The extent of losses crystallizing each
quarter is expected to result in a significant loss to class D and
class E noteholders.  The lower ratings reflect that class D is
likely to default while class E is likely to see imminent default.

Total delinquencies in the portfolio continue to stabilize
following the substantial increase seen in the first 18 months.
However, given the high level of delinquencies and credit events,
at 10.4% of the outstanding reference portfolio, as well as the
aggressive portfolio composition, such as the high proportion of
loans secured on property located in the former East Germany and
investment properties, Fitch believes that the increased losses
and low recovery rates seen to date will continue.

The DR on class D and class E notes reflect expected recoveries.
In line with Fitch's methodology, forecasts of principal and
interest payments for all tranches were calculated, based on
historical principal payment rates and interest payment rates.
These were then applied to the respective tranches, and compared
to expected losses.  Finally, the net present value of all
payments was calculated, resulting in the lower ratings for class
D and class E.  In summary, there has been sufficient credit
deterioration to expect that the rated securities are at risk of
loss of principal or interest.

Based on this methodology, the first loss piece will be fully
exhausted during 2008, leaving class B and class C vulnerable to
future losses.  The portfolio consists entirely of second-lien
loans and this has a significant impact on loss severities.  All
first liens must be paid in full before any recovery proceeds can
flow to the second-lien.  Given that second-lien claims rank
junior to the first lien in terms of the distribution of
enforcement proceeds, lower recoveries and higher loss severities
can be expected.  The cumulative weighted average loss severity of
85% has been reducing over time, but is still significantly higher
than expected.

The downgrade of the class B and class C incorporated Fitch's
Credit Cover Multiple methodology.  Although the CCMs have been
improving for the class B and class C, the speed at which the
losses are being realized leave them more vulnerable.  Also, the
deal has not de-leveraged as quickly as other deals in the five
years since closing, due to low annualized principal payment rate
of 9.57% on average. This means the CE for the senior notes is
building relatively slowly.  To date, 60% of note principal has
been redeemed.


QUIKSILVER: Brand Recognition Cues Moody's to Keep Ba3 Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Quiksilver, Inc.'s corporate
family rating of Ba3 and the rating outlook, which was stable, was
revised to negative.

"The revision in rating outlook reflects Moody's concerns
regarding visibility on the recovery of the company's Rossignol
ski business following the weak 2006/07 ski season," said Moody's
Vice President Scott Tuhy.  He added "free cash flow was negative
in the last 12 month period to January 31, 2007, and an inability
to generate positive free cash flow in the current fiscal year
ending October 2007 could lead to a rating downgrade".

Quiksilver's Ba3 corporate family rating reflects the strong
market presence and name recognition of the company's core
consumer brands, which include Quiksilver, Roxy, DC and Rossignol,
the global reach of the company with in excess of 50% of revenues
outside the United States, and increased product and geographic
diversity after the Rossignol acquisition.  Reflecting the debt
incurred in connection with the acquisition of Rossignol, the
company's financial metrics are considered to be weakly positioned
for the rating category, though the stronger qualitative aspects,
such as a more diversified business profile and expectations for
improved metrics as Rossignol is integrated, mitigate this aspect.

The following ratings were affirmed and assessments amended:

   -- Corporate Family and Probability of Default Ratings at Ba3

   -- $400 million Senior Unsecured Notes at Ba3 (LGD 4 -- 59%
      from LGD 4 -- 58%)

   -- Speculative Grade Liquidity Rating at SGL-3

Quiksilver, Inc. is a diversified designer and distributor of
branded apparel including Quiksilver, Roxy, and DC and ski
equipment under the Rossignol brand. Headquartered in Huntington
Beach, CA, the company had total revenue of approximately $2.4
billion in its fiscal year ending October 31, 2006.


RAAC TRUST: S&P Puts D Rating on Class B-2 Securities
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-2
from RAAC Series 2004-SP2 Trust to 'D' from 'B' due to default.  

Concurrently, S&P placed its 'BB' rating on class B-1
from the same transaction on CreditWatch with negative
implications.  At the same time, the ratings on 158 classes from
14 RAAC Trust transactions were affirmed.
     
The negative rating actions on series 2004-SP2 reflect one large
loss of $210,177.  As a result, the credit support for class B-2
was completely eroded, and the class took a principal write-down.  
Consequently, S&P lowered the rating on this class to 'D'.  This
loss has also significantly reduced the credit support for class
B-1.  A significant loss arising from the loan currently in
foreclosure could result in further erosion of credit support for
this class.  Consequently, S&P placed the rating on class B-1 on
CreditWatch negative.  Standard & Poor's will continue to closely
monitor the performance of this transaction.  If delinquencies are
reduced and the level of credit support has not been further
eroded, S&P will affirm the rating on class B-1 and remove it from
CreditWatch.  Conversely, if the transaction incurs additional
losses, S&P will take further negative rating action on this
class.
     
The affirmations are based on credit enhancement levels that are
sufficient to support the current ratings on the certificates.  
Cumulative losses as a percentage of the original pool balances
for the mortgage pools ranged from 0.05% for series 2004-SP3 to
2.43% for series 2005-RP1.  Severe delinquencies (90-plus days,
foreclosure, and REO), as a percentage of the current pool
balances, ranged from 0.74% for series 2004-SP2 to 29.48% for
series 2006-RP2.  Excess spread, overcollateralization, and
subordination provide credit support for the ALT-A and scratch-
and-dent transactions.  Subordination alone provides credit
support for the prime jumbo transactions.  The underlying
collateral backing the certificates consists of fixed- and
adjustable-rate, first- and second-lien mortgage loans secured by
one- to four-family residential properties.


                          Rating Lowered

                    RAAC Series 2004-SP2 Trust
             Residential mortgage-backed securities

                                Rating
                                ------
                      Class   To       From
                      -----   --       ----
                       B-2    D         B


              Rating Placed on Creditwatch Negative
    
                  RAAC Series 2004-SP2 Trust
             Residential mortgage-backed securities

                                Rating
                                ------
                 Class   To               From
                 -----   --               ----
                  B-1    BB/Watch Neg     BB


                       Ratings Affirmed
     
                         RAAC Trust
             Residential mortgage-backed securities

       Series       Class                              Rating
       ------       -----                              ------
       2004-SP1     A-I-1, A-I-2, A-I-3, A-I-4, A-II   AAA
       2004-SP1     M-1                                AA
       2004-SP1     M-2                                A
       2004-SP1     M-3                                BBB
       2004-SP2     A-I, A-II-1, A-II-2, A-II-IO       AAA
       2004-SP2     A-II-PO                            AAA
       2004-SP2     M-1                                AA
       2004-SP2     M-2                                A
       2004-SP2     M-3                                BBB
       2004-SP3     A-I-1, A-I-2, A-I-3, A-I-4, A-I-5  AAA
       2004-SP3     A-II                               AAA
       2004-SP3     M-I-1, M-II-1                      AA
       2004-SP3     M-I-2, M-II-2                      A
       2004-SP3     M-I-3, M-II-3                      BBB
       2004-SP3     M-II-4                             BBB-
       2005-RP1     A                                  AAA
       2005-RP1     M-1                                AA+
       2005-RP1     M-2                                A+
       2005-RP1     M-3                                A-
       2005-RP1     M-4                                BBB+
       2005-RP1     M-5                                BBB
       2005-RP2     A                                  AAA
       2005-RP2     M-1                                AA
       2005-RP2     M-2                                A
       2005-RP2     M-3                                BBB+
       2005-RP2     M-4                                BBB
       2005-RP2     M-5, M-6                           BBB-
       2005-RP3     A-1, A-2                           AAA
       2005-RP3     M-1                                AA
       2005-RP3     M-2                                A
       2005-RP3     M-3                                BBB+
       2005-RP3     M-4                                BBB
       2005-RP3     M-5                                BBB-
       2005-RP3     M-6                                BB+
       2005-SP1     A-I-1, A-I-2, A-I-3, A-I-4, A-I-5  AAA
       2005-SP1     A-I-6, A-I-7, A-I-8, A-I-9, A-I-10 AAA
       2005-SP1     A-I-IO, A-I-PO, A-II-1, A-II-2     AAA
       2005-SP1     A-II-3, A-II-4, A-II-5, A-II-6     AAA
       2005-SP1     A-II-7, A-II-8, A-II-9, A-II-10    AAA
       2005-SP1     A-II-11, A-II-12, A-II-13, A-II-PO AAA    
       2005-SP1     A-III-1, A-III-2, A-III-3, A-III-4 AAA
       2005-SP1     A-III-5, A-III-6, A-III-7, A-III-8 AAA
       2005-SP1     A-III-9, A-III-10, A-III-IO        AAA
       2005-SP1     A-III-PO, A-IV-1, A-IV-2, A-IV-IO  AAA
       2005-SP1     A-IV-PO                            AAA
       2005-SP1     M-1                                AA
       2005-SP1     M-2                                A
       2005-SP1     M-3                                BBB
       2005-SP1     B-1                                BB
       2005-SP1     B-2                                B
       2005-SP2     A-I-1, A-I-2, A-I-3, A-II          AAA
       2005-SP2     A-II-IO-A, A-II-IO-B, R-II, R-III  AAA
       2005-SP2     M-I-1, M-II-1                      AA
       2005-SP2     M-I-2                              A
       2005-SP2     M-I-3                              BBB+
       2005-SP2     M-I-4                              BBB
       2005-SP2     M-I-5                              BBB-
       2005-SP2     B-I-1                              BB+
       2005-SP3     A-1, A-2, A-3                      AAA
       2005-SP3     M-1                                AA
       2005-SP3     M-2                                A
       2005-SP3     M-3                                BBB+
       2005-SP3     M-4                                BBB
       2005-SP3     M-5                                BBB-
       2005-SP3     B                                  BB+
       2006-RP1     A-1, A-1A, A-1B, A-2, A-3          AAA
       2006-RP1     M-1                                AA+
       2006-RP1     M-2                                A+
       2006-RP1     M-3                                A-
       2006-RP1     M-4                                BBB
       2006-RP2     A                                  AAA
       2006-RP2     M-1                                AA
       2006-RP2     M-2                                A
       2006-RP2     M-3                                BBB+
       2006-RP2     M-4                                BBB
       2006-RP2     M-5                                BBB-
       2006-RP3     A-1                                AAA
       2006-RP3     M-1                                AA
       2006-RP3     M-2                                A
       2006-RP3     M-3                                BBB+
       2006-RP3     M-4                                BBB
       2006-RP3     M-5                                BBB-
       2006-SP1     A-1, A-2, A-3                      AAA
       2006-SP1     M-1                                AA+
       2006-SP1     M-2                                AA-
       2006-SP1     M-3                                A
       2006-SP1     M-4                                A-
       2006-SP1     M-5                                BBB+
       2006-SP2     A-1, A-2, A-3                      AAA
       2006-SP2     M-1                                AA+
       2006-SP2     M-2                                AA
       2006-SP2     M-3                                A+
       2006-SP2     M-4                                A-
       2006-SP2     M-5                                BBB+


RAG SHOP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Rag Shops Inc.
        111 Wagaraw Road
        Hawthorne, NJ 07506

Bankruptcy Case No.: 07-42283

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      Crafts Retail Holding Corp.                   07-42272
      The Rag Shop/ Boro Park Inc.                  07-42273
      The Rag Shop Danbury, Inc.                    07-42274
      RSL, Inc.                                     07-42276
      The Rag Shop/Port Richey, Inc.                07-42277
      The Rag Shop/Jacksonville-Orange Park, Inc.   07-42278
      The Rag Shop/Coral Springs, Inc.              07-42279
      The Rag Shop/West Orange, Inc.                07-42280
      The Rag Shop/West Boca Raton, Inc.            07-42281
      The Rag Shop/Allentown, Inc.                  07-42282
      The Rag Shop/East Norriton, Inc.              07-42284
      The Rag Shop/York, Inc.                       07-42285
      The Rag Shop/Deerfield Inc.                   07-42286
      The Rag Shop/Howell, Inc.                     07-42287
      The Rag Shop/Binghamton, Inc.                 07-42288
      The Rag Shop/Rostraver, Inc.                  07-42289
      The Rag Shop/Glen Burnie, Inc.                07-42290
      The Rag Shop/Toms River, Inc.                 07-42291
      The Rag Shop/Jacksonville-Regional, Inc.      07-42292
      The Rag Shop/Hialeah, Inc.                    07-42293
      The Rag Shop/Ocala, Inc.                      07-42294
      The Rag Shop/Deptford, Inc.                   07-42295
      Mobile Fabrics, Inc.                          07-42298
      The Rag Shop/Ocean, Inc.                      07-42299
      The Rag Shop/Selinsgrove, Inc.                07-42300
      The Rag Shop/Linden Inc.                      07-42301
      The Rag Shop/Hampden, Inc.                    07-42302
      The Rag Shop/Fishkill Inc.                    07-42303
      The Rag Shop/Hamilton Square, Inc.            07-42304
      The Rag Shop/Hollywood, Inc.                  07-42305
      The Rag Shop/East Hollywood, Inc.             07-42306
      The Rag Shop/Sayreville, Inc.                 07-42307
      Rag Shop/Edison, Inc.                         07-42308
      The Rag Shop/North Bergen, Inc.               07-42309
      The Rag Shop/Jacksonville-San Jose, Inc.      07-42310
      The Rag Shop/Burlington Inc.                  07-42311
      The Rag Shop/College Point, Inc.              07-42312
      The Rag Shop/Lantana, Inc.                    07-42313
      The Rag Shop/Sunrise, Inc.                    07-42314
      The Rag Shop/Bricktown, Inc.                  07-42315
      The Rag Shop/Voorhees, Inc.                   07-42316
      The Rag Shop/Lacey, Inc.                      07-42317
      The Rag Shop/Kinnelon, Inc.                   07-42318
      The Rag Shop/Olean, Inc.                      07-42319
      The Rag Shop, Inc.                            07-42320
      The Rag Shop/Edgewater Inc.                   07-42321
      The Rag Shop/Hazlet, Inc.                     07-42322
      The Rag Shop/Pembroke Pines, Inc.             07-42323
      The Rag Shop/Totowa, Inc.                     07-42324
      The Rag Shop/Franklin, Inc.                   07-42325
      The Rag Shop/North Lauderdale, Inc.           07-42326
      The Rag Shop/Palm Beach Gardens, Inc.         07-42327
      The Rag Shop/West Palm Beach, Inc.            07-42328
      The Rag Shop/Turnersville, Inc.               07-42329
      The Rag Shop/Norwalk, Inc.                    07-42330
      The Rag/Jacksonville, Inc.                    07-42331
      The Rag Shop/Kingstown, Inc.                  07-42332
      The Rag Shop/Boca Raton, Inc.                 07-42333
      Rag Shop Wayne, Inc.                          07-42334
      The Rag Shop/Wall Township, Inc.              07-42335
      The Rag Shop/Secaucus Inc.                    07-42336
      The Rag Shop/Evesham, Inc.                    07-42337
      The Rag Shop/Lancaster, Inc.                  07-42338

Debtor-affiliates filing separate chapter 11 petitions on May 18,
2007:

      Entity                                        Case No.
      ------                                        --------
      The Rag Shop/Parsippany, Inc.                 07-42700
      The Rag Shop/Middletown, Inc.                 07-42701

Type of Business: Rag Shops, Inc. and its affiliates (NASDAQ:
                  RAGS) operate retail chain stories that offer a
                  wide selection of value-priced crafts, fabrics,
                  floral, framing, and related merchandise.  The
                  company was founded in 1963 and currently has
                  over 60 retail locations in five states.
                  See http://www.ragshop.com/  

Chapter 11 Petition Date: May 2, 2007

Court: Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtors' Counsel: Christoper K. Kiplok, Esq.
                  James W. Giddens, Esq.
                  Hughes Hubbard & Reed LLP
                  One Battery Park Plaza
                  New York, NY 10004
                  Tel: (212) 837-6000
                  Fax: (212) 422-4726

Debtors' consolidated financial condition as of March 3, 2007:

      Total Assets: $35,301,000

      Total Debts:  $52,532,000

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Li & Fung USA                      Trade               $1,246,286
The Millwork Trading Co. Ltd.
1372 Broadway, 2nd Floor
New York, NY 10018

Notions Marketing                  Trade                 $626,880
1500 Buchanan Southwest
Grand Rapids, MI 49507

Russ Berrie                        Trade                 $230,157
111 Bauer Drive
Oakland, NJ 07436

Joan Baker                         Trade                 $201,632

Tompkins Associates                Trade                 $192,052

Larson Juhl                        Trade                 $176,875

Darice Crafts                      Trade                 $150,398

E.K. Success                       Trade                 $140,238

Delaware D.G. CO                   Trade                 $120,721

Inserts East, Inc.                 Trade                 $111,936

SLS Industries                     Trade                 $111,662

David Textiles                     Trade                 $110,086

C.M. Offray                        Trade                 $109,525

Fibre Craft                        Trade                 $107,626

Wilton Enterprises                 Trade                 $104,752

Regency International              Trade                 $101,138

Fruit of the Loom                  Trade                  $95,689

MCS Industries                     Trade                  $95,250

TY Inc.                            Trade                  $87,728

MCS Industries/MBI Divries         Trade                  $85,975


RALI SERIES 2007-QH4: Moody's Puts Ba2 Rating on Class B Certs.
---------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by RALI Series 2007-QH4 Trust, and ratings
ranging from Aa1 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate Alt-A mortgage
loans originated by Homecomings Financial, LLC, and other
originators. The ratings are based primarily on the credit quality
of the loans, and on the protection from subordination,
overcollateralization, excess spread, and an interest rate swap
agreement. Moody's expects collateral losses to range from 0.80%
to 1.00%.

Primary servicing will be provided by Homecomings Financial, LLC
(Homecomings) and GMAC Mortgage, LLC. Residential Funding Company,
LLC (GMAC-RFC) will act as master servicer. Moody's has assigned
Homecomings its top servicer quality rating of SQ1 as a primary
servicer of prime loans. Furthermore, Moody's has assigned GMAC-
RFC its top servicer quality rating of SQ1 as master servicer.

The complete rating actions are:

* RALI Series 2007-QH4 Trust
   Mortgage Asset-Backed Pass-Through Certificates
   Series 2007-QH4

   -- Class A-1, Assigned Aaa
   -- Class A-2, Assigned Aaa
   -- Class A-3, Assigned Aaa
   -- Class M-1, Assigned Aa1
   -- Class M-2, Assigned Aa1
   -- Class M-3, Assigned Aa2
   -- Class M-4, Assigned Aa3
   -- Class M-5, Assigned A1
   -- Class M-6, Assigned A2
   -- Class M-7, Assigned Baa1
   -- Class M-8, Assigned Baa3
   -- Class B, Assigned Ba2


RAMBUS INC: Receives New NASDAQ Notice for Quarterly Filing Delay
-----------------------------------------------------------------
Rambus Inc. filed a Form 12(b)-25 with the U.S. Securities and
Exchange Commission indicating that it would be unable to timely
file its Form 10-Q for the quarterly period ended March 31, 2007.

As expected, on May 14, 2007, Rambus said it received an
additional notice of non-compliance from the Staff of the NASDAQ
Stock Market, in accordance with NASDAQ Marketplace Rule
4310(c)(14), due to the delay in the filing of its quarterly
financial report on Form 10-Q for the first quarter ended March
31, 2007.

Rambus had already received several notices of non-compliance from
NASDAQ on Aug. 14, 2006, Nov. 15, 2006, and March 6, 2007 due to
delays in the filing of the company's quarterly and annual reports
on Forms 10-Q and Form 10-K, respectively, for the periods ended
June 30, 2006, Sept. 30, 2006, and Dec. 31, 2006.

As previously disclosed, the Audit Committee of the Board of
Directors is conducting an independent review of the company's
historical stock option granting practices and related accounting.
Rambus intends to file its Form 10-K and required Forms 10-Q as
soon as practicable following the conclusion of the review and the
completion of its restatement.

On Feb. 6, 2007, the NASDAQ Listing and Hearing Review Council
determined it would call the company's matter for review.  The
Listing Council also determined to stay the Panel decision that
required the company to file the Forms 10-Q by Feb. 9, 2007.

In connection with the call for review, the Listing Council had
requested that the company provide an update on its efforts to
file the delayed Forms 10-Q by March 30, 2007.  The company
provided additional information to the Listing Council and the
matter is currently under review.

                        About Rambus Inc.

Rambus Inc. (NASDAQ: RMBS) -- http://www.rambus.com/-- is a   
technology licensing company specializing in the invention and
design of high-speed chip architectures.  Headquartered in Los
Altos, California, Rambus has regional offices in North Carolina,
India, Germany, Japan, Korea and Taiwan.

                          *     *     *

Rambus disclosed that on Sept. 8, 2006, it received a notice of
purported defaults from the trustee under the indenture governing
the Rambus Zero Coupon Convertible Senior Notes due February 1,
2010.  The notice asserted that because Rambus was delinquent in
its SEC filings, it was in default under the indenture governing
the Notes, and such default would ripen into an "Event of
Default," as defined in the indenture, on or about Oct. 17, 2006.
While Rambus has questioned the legal theories as to whether it
was in default under the terms of the indenture, if an "Event of
Default" were to occur, the trustee or holders of at least 25% in
aggregate principal amount of the Notes then outstanding would
have the contractual right to declare all unpaid principal, and
any default or additional interest on the Notes then outstanding
to be due and payable.

If an "Event of Default" were to occur, the noteholders would have
a right to accelerate and receive the $160.0 million aggregate
principal amount outstanding under the notes, plus any interest
which may have accrued.  Rambus believes that, if an Event of
Default were to occur and the Notes were accelerated, it has
adequate financial resources to pay any unpaid principal and any
interest due on the Notes.  Rambus is evaluating its options with
respect to the Notes.


RASC SERIES 2001-KS2: Moody's Junks Rating on Class M-I-3 Certs.
----------------------------------------------------------------
Moody's Investors Service has downgraded the Class M-I-3
certificates from RASC Home Equity Mortgage Asset-Backed Pass-
Through Certificates, Series 2001-KS2.  

The action is based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The transaction is backed by first
and second-lien fixed-rate and first-lien adjustable-rate subprime
mortgage loans.

* Residential Asset Securities Corporation

Downgrade:

   -- Series 2001-KS2, Class M-I-3, downgrade to Caa2 from B3.


REMY INT'L: Moody's Further Cuts PDR Over Interest Payments
-----------------------------------------------------------
Moody's Investors Service has lowered the Probability of Default
Ratings of Remy International, Inc. to LD from Ca.  The company's
other ratings, including the Corporate Family Rating, remain under
review for possible downgrade.  

The Probability of Default rating of LD reflects the expiration of
the 30-day interest payment grace period for the approximate
$7 million of interest payments due on April 15, 2007 for the
9-3/8% senior subordinated notes.  The rating also reflects that
the company remains current on its second priority senior floating
rate notes and senior secured bank credit facility.

On April 16, 2007, Remy announced that it had entered into
forbearance agreements with almost 90% of its unsecured
noteholders.  The forbearance agreements, which remain in effect,
are expected to facilitate ongoing discussions with
representatives of a majority of the holders of its outstanding
notes regarding a recapitalization plan to delever the Company's
balance sheet.  While the second-priority senior secured
noteholders have not provided waivers, the fact that their
interest was paid may induce them to forbear from accelerating in
order to support further negotiations.  Remy also announced that
it continued to have access to its revolving credit facility
indicating that interim waivers have been attained.

The review for downgrade continues to reflect the uncertainty
associated with the successful completion of a restructuring
outside of Chapter 11 combined with the ongoing challenges in the
automotive parts supply sector.  A successful restructuring is
dependent on keeping the forbearance agreement in place and the
second-priority senior secured noteholders from accelerating.  
Indications that forbearance agreements are no longer in place or
of deeper expected losses on restructuring of the existing debt
may result in further downgrades.

Ratings lowered:

   -- Probability of Default Rating, to LD from Ca;

Ratings under review:

   -- Corporate Family Rating, Ca;

   -- $125 million of guaranteed second-priority senior secured
      floating rate notes, Caa3 (LGD3, 49%);

   -- $145 million of 8.625% guaranteed senior unsecured notes
      to Ca (LGD4, 69%);

   -- $150 million of 9.375% guaranteed senior subordinated
      notes, to C (LGD6, 91%);

   -- $165 million of 11% guaranteed senior subordinated notes,
      to C (LGD6, 91%);

The last rating action was on April 16, 2007 when the ratings were
lowered and the ratings placed under review.

The $80 million senior secured term loan and the senior secured
asset based revolving credit facility are not rated by Moody's.

Remy International, Inc., is headquartered in Anderson, Indiana.
The company is a leading global manufacturer and remanufacturer of
aftermarket and original equipment electrical components for
automobiles, light trucks, heavy-duty trucks and other heavy-duty
vehicles.  Remy International is privately owned in the following
approximate percentages by affiliates of Citicorp Venture Capital
(70%); Berkshire Hathaway (20%); and management/miscellaneous
other investors (10%).  Remy was formed in 1994 as a partial
divestiture by General Motors Corp. of the former Delco Remy
Division, which traces its roots to Remy Electric, founded in
1896.  Its Latin American operations are in Brazil and Mexico.  
Annual revenues over the last twelve months approximated $1.3
billion.


RICHARD BROWN SR: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Richard V. Brown, Sr.
        1122 South Whitney Way
        Madison, WI 53711

Bankruptcy Case No.: 07-11789

Chapter 11 Petition Date: May 7, 2007

Court: Western District of Wisconsin (Madison)

Debtor's Counsel: J. David Krekeler, Esq.
                  Krekeler Strother, S.C.
                  15 North Pinckney Street P.O. Box 828
                  Madison, WI 53701-0828
                  Tel: (608) 258-8555

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Katherine S. Pedracine-Brown     In RE the              $75,000
930 Magnolia Lane                of Richard V.
Madison, WI 53713                Brown, Sr. and
                                 Katherine S.
                                 Pedracine-Brown;
                                 Dane County Case
                                 No. 2003F000137.
                                 Tax issue has
                                 been resolved.
                                 Mr. Brown is to
                                 continue to pay
                                 $1,147 per month
                                 towards property
                                 division until
                                 full amount is
                                 paid in accordance
                                 with order from
                                 court.

State Bank of Cross Plains       purchases on           $5,000
1205 Main Street                 charge account
Cross Plains, WI 53528

State Capitol Credit Union       purchases on           $4,500
P.O. Box 8046                    charge account
Madison, WI 53708-8046

Wisconsin Power & Light          Wisconsin Power        $4,469
                                 & Light-R.M.C.
                                 versus Brown
                                 Projects, Inc.;
                                 Rock County Case
                                 No. 2007SC000520:
                                 money judgment
                                 entered in March
                                 14, 2007 and
                                 docketed in March
                                 20, 2007; disputed
                                 as business debt
                                 of Brown Projects,
                                 L.L.C.

Maintenance Services of          maintenance service    $3,219
Madison, Inc.                    of Madison Inc.
                                 versus Brown
                                 Projects, Inc.;
                                 Dane County Case
                                 No. 2007SC000235:
                                 money judgment
                                 entered in
                                 February 6, 2007
                                 and docketed in
                                 February 20,
                                 2007; disputed
                                 as business debt
                                 of Brown Projects,
                                 L.L.C. Debtor
                                 disputes claim.

Carpet Plus of Wisconsin,        construction          $3,210
Inc.                             lien/judgment
                                 entered June 29,
                                 2006: Carpets Plus
                                 of Wisconsin, Inc.
                                 versus Richard
                                 V. Brown, Jr.;
                                 Dane County Case
                                 No. 2006CL000091:
                                 work done in
                                 1806 Lake Point
                                 Drive, Suite 5
                                 & Suite 7,
                                 Madison, Dane
                                 County, WI

Crisanto Arce                    money judgment        $2,551
                                 entered in
                                 January 30, 2007
                                 and docketed in
                                 April 30,
                                 2007 as Crisanto
                                 Arce versus
                                 Richard V. Brown,
                                 Jr.; Dane County
                                 Case No.
                                 2006SC013029;
                                 Debtor disputes
                                 claim.

West Bend Mutual Insurance       Notice only-          $1,980
Co.                              case closed:
                                 money judgment
                                 entered in
                                 February 9,
                                 2001: West
                                 Bend Mutual
                                 Insurance Co.,
                                 et al versus
                                 Richard V.
                                 Brown; Dane
                                 County Case
                                 No.
                                 2006SC010204;
                                 Debtor
                                 disputes claim

Madison Gas & Electric           money judgment        $1,485
                                 entered in
                                 April 26, 2007
                                 as Madison Gas
                                 & Electric Co.
                                 versus Richard
                                 V. Brown, Sr.;
                                 Dane County
                                 Case No.
                                 2007SC003767;
                                 on 7878 Big Sky
                                 Drive, Madison,
                                 WI

Robert G. Poole Snow Plowing,    Notice only-          $1,372
L.L.C.                           case closed:
                                 Debtor paid
                                 in full but
                                 satisfaction
                                 not shown on
                                 the docket:
                                 money judgment
                                 entered in
                                 October 5,
                                 2006, docketed
                                 in November 3,
                                 2006, amended
                                 in December 1,
                                 2006 as Robert
                                 G. Poole Snow
                                 Plowing, L.L.C.,
                                 versus Richard
                                 Brown; Dane
                                 County Case
                                 No.
                                 2006SC009593

Wisconsin Power & Light          Wisconsin Power      $1,304
                                 & Light-R.M.C.
                                 versus Brown
                                 Projects, Inc.;
                                 Rock County Case
                                 No. 2007SC000057:
                                 money judgment
                                 entered in
                                 February 7, 2007
                                 and docketed in
                                 February 21,
                                 2007; disputed
                                 as business debt
                                 of Brown Projects,
                                 L.L.C.

SEDOR & HOAG, S.C.               money judgment         $395
                                 entered in
                                 March 8, 2000
                                 and docketed in
                                 May 23, 2000 as
                                 Sedor & Hoag,
                                 S.C. versus
                                 Richard Brown;
                                 Rock County
                                 Case No.
                                 2000SC000647;
                                 Debtor disputes
                                 claim.

Martin Glass, L.L.C.             construction           $380
                                 lien entered in
                                 March 24, 2006
                                 Martin Glass
                                 Co. versus
                                 Richard Brown;
                                 Dane County
                                 Case No.
                                 2006CL000050;
                                 for work done
                                 on 1902 #1 and
                                 1814 #3 Lake

Barnes, Inc.                     Barnes, Inc.           $196
                                 versus Brown
                                 Projects,
                                 L.L.C.; Dane
                                 County Case No.
                                 2006SC009798;
                                 money judgment
                                 entered in
                                 October 12, 2006
                                 and docketed in
                                 October 20, 2006
                                 as business debt
                                 of Brown Projects,
                                 L.L.C.

City of Madison                  transcript of          $141
                                 judgment entered
                                 in November 28,
                                 2006 City of
                                 Madison
                                 05MOR9198: City
                                 of Madison versus
                                 Richard V. Brown,
                                 Sr.; Dane County
                                 Case No.
                                 2006TJ000246;
                                 disputed because
                                 Debtor has paid
                                 fine.


RUMFORD ENERGY: Files Chapter 7 Petition in New Hampshire
---------------------------------------------------------
Rumford Energy LLC filed a Chapter 7 petition on May 15, 2007,
with the U.S. Bankruptcy Court for the District of New Hampshire,
Benjamin Kepple of the New Hampshire Union Leader reports.  The
case number of Rumford Energy LLC's bankruptcy filing is 07-11011.

The company said in court filings that it has about 1,000 to 5,000
creditors.  Assets are between $100,000 and $1 million, while
liabilities are between $1 million and $100 million.

According to the report, Timothy Ferns, owner and sole equity
holder, disclosed that following the exclusion of exempt property
and payment of administrative expenses, no money is available for
distribution to unsecured creditors.  

In a Chapter 7 proceeding, creditors has priority claim of up to
$2,425 against Rumford, but only after administrative costs,
employee wages, and other money is recouped, the source cited
the state Office of the Attorney General as saying.

The Associated Press relates that when the company closed suddenly
in April, more than 400 customers have filed complaints claiming
advance payment for heating fuel, failure to receive fuel, or
money back request.

Headquartered in Concord, New Hampshire, Rumford Energy LLC --
http://www.rumfordenergy.com/-- is a heating and cooling company,  
specializing in indoor comfort and air quality.  


SANLUIS CORP: Fitch Affirms CCC+ Rating on $75 Million Notes
------------------------------------------------------------
Fitch Ratings has affirmed the foreign currency and local currency
issuer default ratings of SANLUIS Corporacion, S.A.B. de C.V. at
'B-'.  In addition, Fitch has affirmed its 'B-' issue rating and
'RR4' recovery rating on SANLUIS' senior secured bank loans held
by SANLUIS' operating subsidiaries and its 'CCC+' issue rating and
'RR5' recovery rating on the 8% senior unsecured notes due 2010
and on the US$75 million 7% mandatory convertible debentures due
2011 issued by SANLUIS Co-Inter S.A., an intermediary holding
company.  The rating outlook is stable.

The ratings are based on SANLUIS' business position as leading
producer of leaf springs suspension components in the North
American Free Trade Agreement market (United States, Canada and
Mexico combined) and Brazil, cost competitive advantages and hard
currency generation.  The ratings are constrained by high
financial leverage, industry cyclicality, cost pressures and the
company's history of financial default.  SANLUIS' business is
critically dependent on North America's automobile market and the
performance of the Big Three (General Motors Corp., Ford Motors
Co. and DaimlerChrysler) original equipment manufacturers,
although in recent years it has sought to diversify its client
base and expand sales to Asian and European OEMs.  The company
targets primarily the light truck market, which over the past 15
years has experienced robust growth and market share gains in
North America and at present accounts for approximately 54% of the
total automobile market.

During 2006, the company was affected by challenging conditions at
the North America auto industry.  SANLUIS' revenues remained flat
from 2005 as higher sales of suspension components were off-set by
lower sales of brake components.  A 12% growth in revenues from
suspension components was driven primarily by the Brazilian
suspension division and increased average prices.  During the
second half the year, volume sales of both suspension and brake
components declined due to lower production and sales of
automobiles in North America.  Sales of brake components also
declined during the year driven by the end-of-cycle of an old GM
platform.  EBITDA reached US$61 million, 4% down from 2005.
Despite higher prices and operating efficiencies, since 2004
operating profit margins have remained below the levels of 2002-
2003 due to high energy and steel costs as well as discounts to
OEMs on mature platforms.  During the first three months of 2007,
revenues grew by 1.3% driven by the suspension business while
sales of brake components remained flat.  Sales of suspension
components grew by 1.8% driven by higher average prices.  Lower
fixed manufacturing expenses and higher productivity in the
suspension business was, however, offset by lower profitability at
the brake division.

Consolidated leverage remains high, with a ratio of total debt
(including off-balance-sheet debt) to last-twelve months EBITDA of
5.5 times at March 31, 2007.  At March 31, 2007, total
consolidated debt was US$341 million, a reduction of US$24 million
from Dec. 31, 2005.  The debt was composed of US$171 million of
secured bank loans at the suspension subsidiary level, US$68
million of senior notes (including capitalized interest) at the
SISA intermediary holding company level due 2010, US$12 million in
bank loans due 2009 at the brake subsidiary level, US$12 million
of non-restructured debt at the holding company level and US$78
million of convertible debentures issued by SISA (which are off-
balance sheet under Mexican GAAP but adjusted as debt by Fitch).  
The company only pays cash interest on its bank subsidiary debt
and the remaining is capitalized.  The amortization schedule is
manageable over the next three years, with major maturities
concentrated in 2010 and 2011 (US$177 million and US$106 million
respectively).  Short-term debt accounts for only 14% of the debt
or US$36 million.

SANLUIS expects EBITDA to grow during 2007, driven by the launch
of new platforms that were obtained last year at both the
suspension and brake divisions.  Annual capital expenditures will
remain moderate (in the US$10 million-20 million range) due to
restrictions under restructured debt agreements.  The company
should continue to generate positive free cash flow and pay-off
debt commitments as due.  This should translate into an
improvement in credit protection measures by the end of the year.

Notwithstanding, in the near to medium term the company will
continue to confront challenging industry conditions due to the
negative outlook for the U.S. auto industry and particularly for
North American OEMs, which face weakening economic conditions,
market share erosion in their home market and restructuring costs.  
Additionally, sales of light trucks remain affected by high fuel
prices.  Production cutbacks and lower demand would continue to
stress volumes.  As OEMs struggle to improve their cost
structures, this could also result in further pressures on the
supplier base (including the company) for lower prices.

SANLUIS manufactures suspension components (leaf springs, coil
springs, torsion bars, bushings and stabilizer bars) and brake
components (drums and rotors) for pickup trucks, SUVs, minivans
and automobiles (light vehicles).  The company is the largest
manufacturer of leaf springs (used in the suspension of light
trucks) in the world and the leader in the NAFTA market, where it
holds a 92% market share.  Sales to Ford, GM and Chrysler
accounted for 74% of SANLUIS' total revenues in 2006.  In 2006,
SANLUIS earned US$615 million of revenues and US$61 million of
EBITDA.  More than 75% of revenues derived from exports, almost
all to the United States.


SANTORI TRUCKING: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Santori Trucking, Inc.
        P.O. Box 242
        Arroyo, PR 00714-0242

Bankruptcy Case No.: 07-02640-11

Type of Business: The Debtor provides transportation service.

Chapter 11 Petition Date: May 16, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 607-3436

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
   ------                        ---------------   ------------
Regal Legacy Assurance           lawsuit             $1,500,000
P.O. Box 71467
San Juan, PR 00936-8567

American Caribbean Trucking      loans                 $559,000
P.O. Box 9022391
San Juan, PR 00902-2391

G.E. Capital                     lawsuit               $284,316
Apartado 11902
Caparra Heights, PR 00922

Internal Revenue Service         F.I.C.A. &            $115,000
                                 F.U.T.A.

Banco Popular De Puerto          line of credit        $100,000
Rico

Doral Bank                       line of credit         $90,001

Municipio De Guayama             municipal/city         $82,000
                                 taxes

New Century                      insurance              $79,584
                                 financing

Autoridad de Energia             utility bills           $8,176
Electrica

Jose J. Santos Mimoso            legal services          $6,787

Ramon Cestero                    trade                   $4,438

Gamar Trading Corp.              trade                   $3,897

Puerto Rico Telephone            utility bills           $3,795

Progressive Finance              insurance               $2,649
                                 financing

Empresas de Soldaduras           trade                   $2,383

Casa de los Tornillos            trade                   $1,078

B.F.I.                           waste disposal            $969
                                 services

Angel Cruz                       trade                     $791

Vento Ponce                      trade                     $325


SCOTTISH RE: Moody's Affirms (P)Ba3 Rating After MassMutual Deal
----------------------------------------------------------------
Moody's Investors Service confirmed Scottish Re Group Limited's
(senior unsecured shelf of (P)Ba3) ratings with a positive
outlook.

The rating action follows the completion of a $600 equity
investment transaction in which Scottish Re sold a majority stake
to MassMutual Capital Partners LLC, a member of the MassMutual
Financial Group and Cerberus Capital Management, L.P., a private
investment firm.  The ratings had been under review with direction
uncertain since September 5, 2006, when the prospects for a sale
of the company or a significant capital injection appeared
promising.  

The rating agency also confirmed with a positive outlook the Baa3
insurance financial strength rating of the company's core
insurance subsidiaries, Scottish Annuity & Life Insurance Company
(Cayman) Ltd. and Scottish Re (U.S.).

The rating agency also continues its review (for downgrade) on the
unwrapped (i.e., lacking financial guaranty insurance) notes
issued by Orkney Re II, plc (Orkney Re II).  The unwrapped notes
issued by Orkney Re II include $42.5 million of 30-year Series A-2
Floating Rate Notes (Aa2); and $30 million of 30-year Series B
Floating Rate Notes (Baa2).

As discussed in a September 7, 2006 Moody's press release, the
ratings of Orkney Re II's unwrapped notes are susceptible to
downgrade because elevated financial guarantor fees ultimately
divert cash away from the noteholders. The amount and duration of
this fee increase are driven by the financial strength rating of
Scottish Re (U.S.), which was confirmed at Baa3. According to
Scott Robinson, Vice President and Senior Credit Officer at
Moody's, "the series B Floating Rate Notes of Orkney Re II remain
especially vulnerable to downgrade, primarily due to their
subordination to the step-up in guarantor fees in the cash flow
waterfall."

Following the transaction, MassMutual Capital and Cerberus now own
68.7% of the voting power of the Scottish Re shareholders.
According to Mr. Robinson, "the capital injection provides
Scottish Re much needed liquidity and time to implement its
comparatively more focused strategy, emphasizing the retention of
existing business and growing organically in life mortality
reinsurance."

Moody's says that the company has made and continues to make
material progress on improving internal controls and risk
management. Additionally, Moody's believes that Scottish Re will
be able to secure a collateral solution to support the growth in
the company's XXX statutory reserving needs associated with its
existing level premium term reinsurance business.

According to Mr. Robinson "the major challenge for Scottish is
regaining the confidence of cedants so that it can write
meaningful amounts of new business. If the company cannot do so,
it is effectively in runoff."

The rating agency notes that the positive outlook reflects the
strengthened discipline and controls that are expected to
influence the operations of the company going forward. The
following would place upward pressure on the company's ratings:

   1) Retention of existing business and demonstrated
      improvement in originating new business

   2) Less earnings volatility and associated "one time" charges

   3) Mortality and lapses roughly in line with expectations

The following ratings were confirmed and placed on positive
outlook:

* Scottish Re Group Limited:

   -- senior unsecured shelf of (P)Ba3;
   -- subordinate shelf of (P)B1;
   -- junior subordinate shelf of (P)B1;
   -- preferred stock of B2; and
   -- preferred stock shelf of (P)B2

* Scottish Holdings Statutory Trust II:

   -- preferred stock shelf of (P)B1

* Scottish Holdings Statutory Trust III:

   -- preferred stock shelf of (P)B1

* Scottish Annuity & Life Insurance Co (Cayman) Ltd.

   -- insurance financial strength of Baa3

  * Premium Asset Trust Series 2004-4:

   -- senior secured debt of Baa3

* Scottish Re (U.S.), Inc.:

   -- insurance financial strength of Baa3

* Stingray Pass-Through Certificates:

   -- Baa3 (based on IFS rating of Scottish Annuity & Life
      Insurance Co.)

On September 5, 2006, Moody's changed the direction of review for
Scottish Re's ratings to uncertain from possible downgrade.

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda; it also has
significant operations in Charlotte NC, Denver CO and Windsor
England. On March 31, 2007, Scottish Re reported assets of $13.5
billion and shareholders' equity of $1.1 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


SEQUA CORP: Debt Level Reduction Cues Moody's to Affirm B1 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Sequa
Corporation, Corporate Family Rating of B1, and has changed
Sequa's ratings outlook to positive.  In a related action, Moody's
has lowered Sequa's Speculative Grade Liquidity Rating to SGL-3
from SGL-2.

The change in the ratings outlook to positive reflects Moody's
expectations that the company will continue to grow its revenue
base while maintaining or modestly improving margins from current
levels.

Lower debt levels and improved profitability have strengthened
credit metrics and liquidity is more than adequate to repay the
small amount of debt maturing through 2007 despite expected
modestly negative free cash flow generation.

Moody's believes that strong market demand for its aerospace
services in particular (U.S. legacy carriers' weak financial
condition notwithstanding) will continue to support the likelihood
of longer-term improvement in free cash flows and of credit
metrics at levels more appropriate with a Ba3 rating over time.  
Moody's also considers positively the company's diverse revenue
sources, both in terms of a broad customer base as well as
diversification across industries, and the general continued
improvement in its largest sector, commercial aerospace.

Sequa's B1 corporate family rating continues to reflect the
company's relatively high, albeit reducing debt levels and
negative free cash generation expected over the near term.  Weak
free cash flow is the result of the company's continued investment
in its businesses (working capital and capital spending) to keep
pace with increasing levels of demand in all its sectors,
Chromalloy in particular.

The ratings also reflect Moody's concern over the credit profile
of key customers in Sequa's two largest segments, commercial
aerospace (legacy carriers in particular) and automotive
(especially Delphi).  A number of these customers remain under the
protection of the bankruptcy court or have recently emerged from
the bankruptcy process.  While the airline industry is
experiencing a modest recovery, the auto business continues to
experience on-going economic difficulties.

Sequa Corporation's SGL-3 speculative grade liquidity rating
reflects Moody's estimation of an adequate liquidity profile over
the forward 12-months period.  The company has demonstrated
improving operating results on a yearly basis through 2006 and
paid down debt. However, this has been accomplished through use of
cash balances, which have consequently declined to their lowest
level in the past several years. With free cash flow expected to
remain modestly negative through 2007, Moody's believes that it
will be difficult for the company to repay the approximately $200
million of notes maturing in April 2008 entirely through internal
liquidity sources (cash and cash flow) and it is likely that some
form of re-financing or calling on an alternative source of
liquidity to meet this maturity will be necessary.

In Moody's opinion, through its Receivables Purchase Agreement and
European revolving credit facility, Sequa has access to external
sources of liquidity that may be adequate to cover a modest level
of unexpected increased working capital and capital spending
requirements over the near term.

Moody's believes that these external sources could be used, if
necessary, to support near term debt repayment as well. Moody's
expects that Sequa will be amply compliant with financial
covenants prescribed by the terms of the European credit facility
over the next 12 months.

Ratings may be adjusted upward if operating results were to
continue to improve such that free cash flow were to turn positive
and EBIT/Interest could be sustained at greater than 2.0 times,
while leverage remained below 4.0 times. An upgrade would also
require clarity as to how the company's $200 million of 8-7/8%
notes will be repaid prior to or at their April 2008 maturity in a
manner that will neither diminish Sequa's liquidity position nor
results in an increased overall risk profile. Absent such a plan
before the end of 2007, the ratings outlook would likely return to
stable.

Downward ratings pressure may also occur if the company were to
increase debt materially for any reason, or if leverage
(Debt/EBITDA, per Moody's standard methodology) were to exceed 5.5
times, if EBIT/Interest coverage were to fall below 1.5 times, or
if retained cash flow were to fall below 10% of total debt for a
prolonged period.

Three ratings/assessments have been affirmed/revised:

   -- Senior unsecured notes at B2 (LGD4, 59%)
   -- Corporate Family Rating of B1
   -- Probability of Default Rating of B1

This rating has been lowered:

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2

Headquartered in New York, NY, Sequa Corporation is a diversified
industrial company. Its operations manufacture and repair jet
engine components, perform metal coating, produce automotive
airbag inflators, chemical detergent additives, auxiliary printing
press equipment, emissions control systems, men's formalwear, and
automotive cigarette lighters and power outlets. Sequa had LTM
March 2007 revenues of $2.2 billion.


SILVER STAR: Posts $408,710 Net Loss in Quarter Ended March 31
--------------------------------------------------------------
Silver Star Energy Inc. reported a net loss of $408,710 on oil and
gas revenues of $664,863 for the first quarter ended March 31,
2007, compared with a net loss of $228,072 on oil and gas revenues
of $597,324 for the same period last year.

Total expenses increased to $842,445 for the quarter ended
March 31, 2007, compared with $627,530 for the same period last
year, mainly due to increases in production costs, consulting and
management fees, and professional fees, partly offset by a
decrease in general and administrative expenses.

At March 31, 2007, the company's balance sheet showed $4,742,976
in total assets and $4,846,716 in total liabilities, resulting in
a $103,740 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $674,777 in total current assets available
to pay $4,507,642 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?1f79

                       Going Concern Doubt

Robison, Hill & Co., in Salt Lake City, Utah, expressed
substantial doubt about Silver Star's ability to continue as a
going concern after auditing the company's financial statements as
of the years ended Dec. 31, 2006 and 2005.  The auditing firm
pointed to the company's recurring losses from operations and net
capital deficiency.

The company has a retained deficit of approximately $6.3 million
as of March 31, 2007, and is in default of the Oct. 14, 2005,
terms of its convertible debenture.  As of March 31, 2007, the  
company does not have sufficient cash flow to repay the original  
offering amount in cash.  

On March 8, 2007, three of the company's creditors from its
Oct. 14, 2005, financing filed a claim for monies owed under the
Note and Warrant Purchase Agreement in the United States  
Bankruptcy Court for the Central District of California.  These
three creditors represent $950,000 of the $3,430,000 that was
raised.  

As reported in the Troubled Company Reporter on May 14, 2007, the
company and its legal counsel have since reached a negotiated
settlement which has been accepted by all of the creditors.  The
settlement will result in the sale of the company's 40% interest
in the North Franklin Gas Field to an arm's-length third party;
the repayment of $2.4 million pro-rata to the creditors and the
purchase of a revenue interest in MB Gas Inc., a private oil and
gas exploration company.

                         About Silver Star

Based in Los Angeles, California, Silver Star Energy, Inc. (OTCBB:
SVSE) -- http://www.silverstarenergy.com/ -- explores and   
develops of oil and natural gas reserves throughout western North
America.  The company management is focused on an acquisition
program targeting high quality, low risk prospects provided via
key strategic alliance partnerships.


SOLANGE CHADDA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Solange D. Chadda
        408 South 47th Street
        Philadelphia, PA 19143

Bankruptcy Case No.: 07-12665

Chapter 11 Petition Date: May 7, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: David A. Scholl, Esq.
                  Regional Bankruptcy Center
                  of Southeast Pennsylvania
                  6 St. Albans Avenue
                  Newtown Square, PA 19073 (610) 353-7543

Estimated Assets: $1 Million to $100 Million

Estimated Debts:          $Less than $50,000

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


SP NEWSPRINT: Likely Sale Prompts S&P's Developing Watch
--------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Atlanta, Georgia-based SP Newsprint Co., including its 'BB-'
corporate credit rating, on CreditWatch with developing
implications.
     
"The CreditWatch placement followed the announcement that SP
Newsprint is exploring strategic alternatives, including a
possible sale of the company," said Standard & Poor's credit
analyst Andy Sookram.
     
Developing implications mean that the ratings could be raised,
lowered, or affirmed.
     
Mr. Sookram said, "An acquisition by a strategic buyer with a
stronger credit profile may result in an upgrade.  Alternatively,
an acquisition by a strategic buyer with a weaker credit profile
or by a financial buyer that causes a material increase in
leverage could result in a downgrade."
     
SP Newsprint is the second-largest producer of 100% recycled
newsprint and the fifth-largest newsprint producer in North
America.  It is equally owned by affiliates of Cox Enterprises
Inc. (BBB-/Positive/A-3), Media General Inc., and McClatchy Co.
(The) (BB+/Stable/--). SP Newsprint had total debt of $205 million
as of Dec. 31, 2006.
     
S&P will monitor developments regarding a potential transaction
and resolve its CreditWatch listing when sufficient information is
available.  If a transaction does not occur, S&P would remove the
ratings from CreditWatch.


STRUCTURED ASSET: Moody's Junks Rating on Two Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service has downgraded two certificates from
Structured Asset Securities Corp 2002-BC1.  The transaction is
backed primarily by first lien adjustable- and fixed-rate subprime
mortgage loans.

The two most subordinate classes of the transaction have been
downgraded because existing credit enhancement levels are low
given the current projected losses on the underlying pools. The
transaction has zero overcollateralization and the Class B tranche
has taken approximately $557,000 in write-downs as of the 4/25/07
reporting date.

Downgrades:

* Structured Asset Securities Corporation

   -- Series 2002-BC1; Class M3, downgraded to Caa1 from B2;
   -- Series 2002-BC1; Class B, downgraded to C from Ca.


SUCCESSOR II: Moody's Rates $100 Million Series A Notes at B3
-------------------------------------------------------------
Moody's Investors Service assigned B3 ratings to the $100,000,000
Series 2 Class A Principal At-Risk Variable Rate Notes due May 10,
2008 issued by Successor II Ltd.

Moody's rating addresses the ultimate cash receipt of all required
interest and principal payments as provided by the governing
documents, and is based on the expected loss posed to the
noteholders relative to the promise of receiving the present value
of such payments.


SUN MICROSYSTEMS: Earns $67 Million in Third Quarter 2007
---------------------------------------------------------
Sun Microsystems Inc. reported revenues for the third quarter
third quarter ended April 1, 2007, of $3.3 billion, an increase of
3.3 percent as compared with $3.2 billion for the third quarter of
fiscal 2006.  Net income for the third quarter of fiscal 2007 was
$67 million as compared with a net loss of $217 million for the
third quarter of fiscal 2006.

Net income for the third quarter of fiscal 2007 included:
$50 million of stock-based compensation charges, $35 million of
restructuring and related impairment of assets charges,
$75 million of purchase price accounting adjustments and
intangible asset amortization charges related to acquisitions in
fiscal 2006, benefits for $5 million of gain on equity
investments, $54 million of settlement income and $8 million of
related tax effects.

Cash generated from operations for the third quarter of fiscal
2007 was $175 million, and cash and marketable debt securities
balance at the end of the quarter was $5.5 billion.

At April 1, 2007, the company had total assets of $15 billion,
total liabilities of $8.1 billion, and total stockholders' equity
of $6.9 billion.

A full-text copy of the company's third quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f84

"With another quarter of profitability, we're seeing continued
progress operationally, strategically and financially, and we
remain committed to our fourth quarter goal of at least 4%
operating profit," Jonathan Schwartz, president and chief
executive officer of Sun Microsystems, said.  "The performance in
our Software and Services businesses confirms the broad appeal of
our software offerings in the quarter, and we look forward to
further extending the reach of the Solaris 10 Operating System and
leveraging strong partnerships with AMD, Fujitsu and Intel.  Along
with disciplined financial execution, we're focused on growth and
look forward to increased momentum in the fourth quarter, fueled
by the continued rise of Java, increased adoption of Solaris and
the competitiveness of our core systems and storage innovations."

                      About Sun Microsystems

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: SUNW) -- http://www.sun.com/-- provides network  
computing infrastructure solutions that include computer systems,
data management, support services and client solutions and
educational services.  It sells networking solutions, including
products and services, in most major markets worldwide through a
combination of direct and indirect channels.

Sun Microsystems conducts business in 100 countries around the
globe, including Latin America: Chile, Colombia, Brazil,
Argentina, Mexico and Venezuela.

                          *     *     *

Sun Microsystems Inc.'s 7.65% Senior Notes due Aug. 15, 2009,
carry Moody's Investors Service's Ba1 rating and Standard & Poor's
BB+ rating.


SUN-TIMES: March 31 Balance Sheet Upside-Down by $369 Million
-------------------------------------------------------------
Sun-Times Media Group Inc. had total assets of $929.2 million,
total liabilities of $1.3 billion, and total stockholders' deficit
of $369 million as of March 31, 2007.

The company reported a net loss of $4.8 million share, versus a
restated net loss of $7.8 million in the first quarter of 2006.  
The 2006 net loss was restated to reflect an incremental gain of
$3.9 million related to tax liabilities from the February 2006
sale of Canadian assets.

The first quarter 2007 loss from continuing operations was
$4.8 million, compared with a loss from continuing operations in
the first quarter of 2006 of $26.6 million.  The improvement
resulted from a legal settlement with a former officer of the
company, which was recognized as income in the first quarter of
2007.  The impact of the settlement more than offset the impact of
higher indemnification fees and lower revenues in the quarter.

                    Cash and Cash Equivalents

Cash and cash equivalents amounted to $268 million at March 31,
2007, as compared to $186.3 million at Dec. 31, 2006, an increase
of $81.7 million.  This increase in cash was primarily the result
of the settlement with Radler of $63.4 million and the receipt of
the settlement proceeds of $50 million from the settlement with
directors and officers insurance carriers, partially offset by net
cash outflows to support operations.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1f86

"The newspaper environment clearly remains difficult," said Cyrus
F. Freidheim, Jr., chief executive officer.  "Nevertheless, we
continue to believe in the vitality of the Sun-Times franchise and
its employees.  Initial response from readers and advertisers to
the design and content changes introduced last month at the
Chicago Sun-Times has been positive."

                       Developments in 2007

On April 26, 2007 the company signed an agreement with the Canada
Revenue Agency settling tax issues resulting from the disposition
of certain Canadian operations in 2000.  As a result, the company
expects to pay aggregate Canadian federal and provincial taxes and
interest of about $40 million, in respect to the disposition of
assets.

On March 18, 2007, the company announced settlements, negotiated
and approved by the Special Committee, with former president and
chief operating officer, F. David Radler and the publishing
companies Horizon Publishing Company and Bradford Publishing
Company.  The company received $63.4 million in cash to settle:

      (i) claims by the company against Radler, Horizon and
          Bradford;

     (ii) potential additional claims against Radler related to
          the Special Committee's recent findings regarding
          incorrectly dated stock options; and

    (iii) amounts due from Horizon and Bradford.  

The company has recorded $47.7 million of the settlement, as a
recovery, within "Indemnification, investigation and litigation
costs, net of recoveries" and $7.2 million in "Interest and
dividend income" in the Condensed Consolidated Statement of
Operations.  The remaining $8.5 million represents the collection
of certain notes receivable.

                   About Sun-Times Media Group

Chicago, Ill.-based Sun-Times Media Group Inc. (NYSE: SVN) --
http://www.thesuntimesgroup.com/-- fka Hollinger International  
Inc., owns the Chicago Sun-Times and Suntimes.com as well as
newspapers and Web sites serving 120 communities across Chicago.


SWIFT ENERGY: Prices $250 Million Senior Notes' Offering
--------------------------------------------------------
Swift Energy Company priced its public offering of $250 million of
Senior Notes due 2017 at par, with a coupon of 7.125%.

The offering of the Senior Notes is expected to close on June 1,
2007, subject to normal closing conditions.  The new Senior Notes
received ratings of BB- from Standard & Poor's and B1 from
Moody's.

Swift Energy also called for redemption all of its $200 million
outstanding 9-3/8% Senior Subordinated Notes due 2012 (CUSIP
#870738AD3), in accordance with the terms of those notes.

The largest portion of the proceeds of the new Senior Notes
offering will be used to redeem all of the outstanding 9-3/8%
Senior Subordinated Notes at a redemption price of 104.688% of
their principal amount, plus accrued and unpaid interest from
April 15, 2007 to the redemption date.

The Senior Subordinated Notes will be automatically redeemed on
June 18, 2007, and no further interest will accrue on these notes
after that date.  A Notice of Redemption is being mailed to all
registered holders of the Senior Subordinated Notes.

The remainder of the net proceeds of the new Senior Notes offering
will be used to repay indebtedness on the company's bank credit
facility and for general corporate purposes.

Terry Swift, Chairman and CEO of Swift Energy Company, noted,
"This new public debt issuance emphasizes one of our key financial
tenets, the strength of our balance sheet.  This financing
provides financial flexibility by reducing our cost of borrowing
and helps provide liquidity to aid in the execution of our tandem
strategy of drilling and acquisitions."

The offering is led by J.P. Morgan and Credit Suisse serving as
joint book runners, with Jefferies & Company, Inc., UBS Investment
Bank, Inc., Natexis Bleichroeder Inc., BNP Paribas, Calyon
Securities, Comerica Securities, Societe Generale and Wells Fargo
Securities serving as co-managers of the underwriting syndicate.

When available, a prospectus relating to the offering described
herein can be obtained from:

    * J.P. Morgan Securities Inc.
      270 Park Avenue, 8th Floor
      New York, NY 10017

              or

    * Credit Suisse
      Eleven Madison Avenue
      New York, NY 10010.

Swift Energy Company -- http://www.swiftenergy.com/-- (NYSE: SFY)  
is an independent oil and natural gas company engaged in the
development, exploration, acquisition, and operation of oil and
gas properties, with a focus in the United States on onshore and
inland water areas of the Louisiana and Texas Gulf Coast and a
focus in New Zealand on the north island's Taranaki Basin.  The
company was founded in 1979 and has its principal headquarters in
Houston, Texas.


SWIFT ENERGY: Moody's Rates $250 Million Sr. Unsec. Notes at B1
---------------------------------------------------------------
Moody's Investors Service affirmed Swift Energy Company's Ba3
Corporate Family Rating and assigned a B1 rating (LGD 4, 65%) to
its offering of $250 million of senior unsecured notes due 2017.

Proceeds from the offering will be used to call Swift's $200
million of 9.375% senior subordinated notes due 2012 and to repay
borrowing under its revolving credit facility.  

Moody's also lowered the rating on Swift's existing $150 million
of 7.625% senior unsecured notes due 2011 to B1 (LGD 4, 65%) from
Ba2 (LGD 3, 40%).  The lower rating is due to the application of
Moody's Loss-Given-Default methodology.  Under that methodology,
implemented in September 2006, Swift's senior unsecured notes were
placed one notch above the CFR, reflecting the cushion provided by
the senior subordinated notes that are now being taken out.  Now
that Swift has completed its transition from using senior
subordinated to senior unsecured in its capital structure, the
rating on the senior unsecured notes is positioned one notch below
the CFR.  Also in connection with this rating action, Moody's
changed Swift's rating outlook to negative.

The ratings affirmation reflects Swift's track record and
discipline regarding its debt levels, particularly maintaining
capital spending at or below cash flow.  This offsets Swift's
relatively small size and its concentration in higher cost areas,
particularly South Louisiana.  Despite the often complex plays in
South Louisiana, Swift has been successful with its Lake
Washington field and it plans further development in both that
field and in several potentially similar fields in South Louisiana
acquired last year.  Swift's production in 2006 was 11.7 MMBoe and
its total proved reserves as of December 31, 2006 were 136.1
MMBoe, of which 44%, or 60.2 MMBoe, were proved developed.  Even
though total proved reserves have held steady and production has
increased somewhat, Swift's PD reserve base has declined in recent
years, reflecting a more rapidly declining production base and
significant PUD bookings from the drillbit and acquisitions.

Swift's activities are focused on South Louisiana.  Excluding its
New Zealand properties, which are expected to be sold (Swift
announced on May 14, 2007 that it is considering strategic
alternatives for the properties), South Louisiana accounts for
about 75% of Swift's production and 62% of its total proved
reserves.  Its South Texas and Toledo Bend areas account for the
remaining 25% and 38% of production and proved reserves,
respectively.  Within South Louisiana, Lake Washington (100%
working interest) is its largest and most successful area to date.
In October 2006, Swift acquired interests in five fields for $168
million cash (net) in South Louisiana from BP America. Total
proved reserves acquired were 9.7 MMBoe, which equates to a
purchase price of $17.32/Boe. These fields have similar
characteristics to Swift's Lake Washington field and Swift intends
to dedicate capital to these fields in 2007 for development and
exploration. Of Swift's plans to spend a total of $350-$400
million in 2007, $285-$310 million is targeted for South
Louisiana. About $80 million is planned for drilling in Lake
Washington and another $50 million is expected to be spent on
facilities to boost take-away capacity from the field (which is
currently constrained).

Swift's F&D costs are high. Its three-year drillbit and all
sources F&D costs were $78.58/Boe and $28.42/Boe, respectively, as
of the end of 2006. Swift's one-year drillbit and all sources F&D
costs were approximately $34.41/Boe and $24.09/Boe, respectively,
in 2006. Swift's F&D costs are driven higher by a struggle to add
reserves organically and also by significant negative revisions in
each of the last three years including -2.5 MMBoe in 2006, -
5.8MMBoe in 2005, and -1.7 MMboe in 2005. The revisions include
both price and performance revisions on Swift's domestic
properties and about 4.4 MMBoe of the negative reserve revisions
over the last three years relate to its New Zealand properties.
Just looking at Swift's domestic properties (i.e., excluding New
Zealand), which more likely gives a better indication of its
ongoing F&D cost trends, its three-year drillbit and all sources
F&D costs were $42.85/Boe and $21.65/Boe, respectively, as of the
end of 2006. However, Moody's noted that Swift's F&D costs also
reflect a benefit from PUD bookings. Swift's PD reserves as a
percentage of total proved reserves has decreased in recent years
from 56% at the end of 2004 to 50% at the end of 2005 and then to
44% at the end of 2006. Not only has Swift's PD% decreased in
recent years, but its PD reserves overall have decreased in each
of the last three years. Should Swift change its focus toward
moving PUD reserves to the PD category, F&D costs could increase
significantly.

Moody's estimates that Swift's cash costs in 2006 were
approximately $18.83/Boe (consisting of LOE of $5.34/Boe,
production taxes of $5.59/Boe, gross G&A expense of $5.10/Boe, and
gross interest expense of $2.81/Boe), which, when added to Swift
three-year all sources F&D costs of $28.42/Boe, results in full-
cycle costs of about $47.25/Boe. Its leveraged full-cycle ratio
(cash margin after interest divided by three-year all sources F&D
costs) was approximately 1.2x as of the end of 2006. Over time, a
leveraged full-cycle ratio of above 2x is considered more
appropriate for a Ba-rated E&P company. Absent other changes and
assuming that it occurs, Moody's expects that Swift's leveraged
full-cycle ratio should improve after the sale of the New Zealand
properties.

Pro forma for the proposed note offering, Swift's debt to PD
reserves is approximately $7.11/Boe as of March 31, 2007, which is
higher than in years past, primarily given that Swift's PD reserve
base has declined whereas debt has remained relatively consistent,
aside from some revolver drawings late last year and early this
year. Swift has a relatively consistent record of keeping
spending, excluding acquisitions, within cash flow but with higher
costs and a desire to grow production over the next couple of
years, further leveraging could occur.

The negative rating outlook reflects Swift's high F&D costs and
what that implies in terms of its ability to replace production
while generating competitive returns. A downgrade is a possibility
should Swift's F&D costs and resulting cash-on-cash returns not
improve in 2007 or if debt/PD increases above $8/Boe. A return to
a stable rating outlook would require maintaining debt at or below
current levels, keeping capital spending within cash flow, and an
improvement in organic performance reflected through more
competitive F&D costs while growing PD reserves.

Headquartered in Houston, Texas, Swift Energy Company engages in
developing, exploring, acquiring, and operating oil and gas
properties, with a focus on onshore and inland waters oil and
natural gas reserves in Texas and Louisiana and onshore oil and
natural gas reserves in New Zealand.  


SWIFT ENERGY: S&P Rates Proposed $250 Million Notes at BB-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
oil and gas exploration and production company Swift Energy Co.'s
proposed $250 million senior unsecured notes due 2017.  The
outlook is stable.  The company intends to use proceeds
from the proposed issuance to refinance existing debt.
     
Houston, Texas-based Swift had $414 million of outstanding debt as
of March 31, 2007.
      
"The ratings on Swift reflect a weak business profile, largely due
to the competitive, capital-intensive, and cyclical nature of the
petroleum industry, a concentrated reserve base with a high
proportion classified as proved undeveloped, and an aggressive
financial risk profile that incorporates high debt leverage on a
proved developed basis," said Standard & Poor's credit analyst Ben
Tsocanos.  "While the company has increased production through
high-return development of its core assets, poor reserve
replacement performance has resulted in sharply elevated full-
cycle costs."
     
The outlook on Swift is stable, reflecting the expectation that
the company will balance production growth with reserve
replacement and manage its financial profile prudently.  However,
the outlook will likely be revised to negative if Swift suffers
continued production disappointments or cannot replace reserves
cost-effectively for an extended period.  Furthermore, an
acquisition, particularly in a new region, could result in
negative changes to the outlook and/or ratings.  A positive rating
action would require improvement in debt leverage and operating
measures.

Swift Energy Company -- http://www.swiftenergy.com/-- (NYSE: SFY)  
is an independent oil and natural gas company engaged in the
development, exploration, acquisition, and operation of oil and
gas properties, with a focus in the United States on onshore and
inland water areas of the Louisiana and Texas Gulf Coast and a
focus in New Zealand on the north island's Taranaki Basin.  The
company was founded in 1979 and has its principal headquarters in
Houston, Texas.


SYLVEST FARMS: Wants Exclusive Ch. 11 Plan Filing Moved to Aug. 11
------------------------------------------------------------------
Sylvest Farms Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Northern District of Alabama to extend
their exclusive periods to:

   a) file a Chapter 11 plan until Aug. 11, 2007; and

   b) solicit acceptances of that plan until Oct. 10, 2007.

The Debtors' exclusive period to file a plan expired on May 13,
2007.  This is the Debtors' fourth request to extend the exclusive
periods.

As reported in the Troubled Company Reporter on March 23, 2007,
the Debtors told the Court that they are engaged in discussions
and negotiations with the Official Committee of Unsecured
Creditors and other interested parties regarding the appropriate
means to conclude these Chapter 11 cases.  The Debtors have sold
substantially all of their assets, and are in the process of
winding down their business affairs.

The Debtors related that they will be in a better position to
examine their alternatives once they have concluded their
negotiation with the Committee and other parties.

The filing of a competing plan before they filed one would be to
the detriment of their creditors, the Debtors concluded.

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets       
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
Richard A. Robinson, Esq., and Eric S. Golden, Esq., at Baker &
Hostetler LLP represent the Debtors.  R. Scott Williams, Esq., at
Haskell Slaughter Young & Rediker LLC represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated their total assets
and debts at $50 million to $100 million.


SYLVEST FARMS: Seeks Court Okay to Hire Reed Smith as Attorneys
---------------------------------------------------------------
Sylvest Farms Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Northern District of Alabama for
permission to employ Reed Smith LLP as their attorneys.

The firm is expected to:

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

     b. attend meetings and negotiate with representative of
        creditors and other parties-in-interest and advise consult
        on the conduct of the case, including all of the legal and
        administrative requirements of operating in Chapter 11;

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

     d. prepare on behalf of the Debtors motions, applications,  
        answers, orders, reports, papers and pleadings necessary
        to the administration of the estates;

     e. negotiate and prepare on the Debtors' behalf chapter 11
        plan(s) of reorganization or liquidation, disclosure
        statement(s) and related agreements and documents and take
        any necessary action on behalf of the Debtors to obtain
        confirmation of the plan(s);

     f. advise the Debtors in connection with any issue relating
        to the sale of assets which was consummated in these
        cases;

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

     h. perform other necessary legal services and provide other
        necessary legal advice to the Debtors in connection with
        those Chapter 11 cases.

Richard A. Robinson, Esq., a partner of the firm, will bill the
Debtors at $530 per hour for the engagement.

Mr. Robinson assures the Court that his firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as that term defined in Section 101(14) of the Bankruptcy
Code.

Mr. Robinson can be reached at:

     Richard A. Robinson, Esq.
     Partner
     Reed Smith LLP
     1201 Market Street, Suite 1500
     Wilmington, DE 19801
     Tel: (302) 778-7500
     Fax: (302) 778-7575
     http://www.reedsmith.com/

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets       
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
Richard A. Robinson, Esq., and Eric S. Golden, Esq., at Baker &
Hostetler LLP represent the Debtors.  R. Scott Williams, Esq., at
Haskell Slaughter Young & Rediker LLC represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated their total assets
and debts at $50 million to $100 million.


TEPPCO PARTNERS: Moody's Puts Ba1 Rating on Proposed Bond Issue
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to TEPPCO Partners
LP proposed $300 million fixed/floating rate junior subordinated
notes issue.

The Notes will be rated Ba1, one notch below TPP's Baa3 senior
unsecured rating.  The one notch differential is based on the
Notes having sufficient equity-like characteristics to receive
hybrid securities basket "C" treatment (i.e., 50% equity and 50%
debt) for financial statement adjustment purposes.

Basket "C" assignment is based on being ranked strong on the "No
Maturity" measure, weak on the "No Ongoing Payments" measure, and
moderate on "Loss Absorption."  The basket designation will shift
to basket "B" (25% equity and 75% debt) in 10 years when the
security has less than 50 years to maturity, remain in basket "B"
for 20 years and then shift to basket "A" until the final
maturity. The basket assignment is based on these rankings on the
three dimensions of equity:

    * No Maturity: Strong -- the Notes have a 60-year maturity,
      callable after 10 years at par subject to the Replacement
      Capital Covenant (Covenant). The Covenant obligates TEPPCO
      not to redeem or repurchase the Notes unless it has
      previously received proceeds from the issuance of a
      qualifying replacement security, which is clearly defined
      to have the same or greater equity-like characteristics as
      the Notes at the time of redemption. This Covenant
      initially runs in favor of the holders of an issue of
      TPP's senior unsecured debt. TPP received an acceptable
      opinion from outside counsel regarding the enforceability
      of this Covenant in accordance with the laws of New York.

    * No Ongoing Payments: Weak -- Under the terms of the
      Notes, TPP has the ability to defer payment of interest
      for up to ten consecutive years, after which time failure
      to pay accumulated distributions will result in an event
      of default. During any such optional deferral, TPP shall
      suspend distributions to its unitholders.

    * Loss Absorption: Moderate -- the Notes are TPP's most
      subordinated form of debt, and are subordinated to all
      existing and future senior unsecured debt, including any
      additional junior subordinated debt or trust preferred
      securities, other than those structured to be pari-passu
      with the Notes. Additionally, the Notes do not cross
      default with other debt, and investors have limited rights
      regarding the ability to accelerate principal.

Moody's notes that if TPP issues subordinated debt in the future,
it would re-evaluate the single notch and could potentially double
notch the Notes.

TPP is based in Houston, Texas, and its operations include
transportation and storage of refined products; gathering,
transportation, marketing and storage of crude oil; and gathering
of natural gas, and fractionation and transportation of natural
gas liquids.


TOUSA INC: Citigroup Agrees to Provide Up to $500 Mil. Financing
----------------------------------------------------------------
TOUSA Inc. received a written commitment from Citigroup Global
Markets Inc., together with certain of its affiliates, pursuant to
which Citi has agreed to provide financing to establish:

   a) a new $250 million aggregate principal amount first lien
      term loan facility; and

   b) a new $250 million aggregate principal amount second lien
      term loan facility.

In addition, as a condition to the commitments, the company's
existing $800 million revolving loan facility will be amended and
restated to:

   a) reduce the revolving commitments there under by $100
      million; and

   b) incorporate the terms and conditions of the First Lien Term
      Loan Facility, and as a result the commitments are subject
      to the approval of the lenders in the Revolving Loan
      Facility.

The proceeds from the Facilities will be used to fund any
settlements related to the Transeastern JV.  There is no assurance
that the company will be able to reach satisfactory settlements
with the Transeastern JV's creditors or land bankers.  Unless
extended, the company has until May 28, 2007, to execute the
commitment letter.  

The company does not anticipate that it will execute the
commitment letter unless it has entered into satisfactory
settlements with the creditors to the Transeastern JV including,
settlements with the senior lenders, the mezzanine lenders and
land bankers to the Transeastern JV.  

If the commitment letter is executed by TOUSA, the parties have
until July 31, 2007 to execute definitive documentation of the
financing before the commitments in the commitment letter
terminate.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (NYSE: TOA) --
http://www.tousa.com/-- is a homebuilder, operating in various  
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has downgraded Technical Olympic USA Inc.'s Issuer
Default Rating to 'B-' from 'B+'.  TOA's ratings remain on Rating
Watch Negative.


TOYS 'R' US: Form 10-K Filing Delay Cues S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on Wayne, New Jersey-based Toys 'R' Us Inc. to
positive from negative.

The ratings, including the 'B-' corporate credit rating, were
initially placed on CreditWatch on May 8, 2007, with negative
implications.  The revision of the CreditWatch listings follows
the company's delayed filing of its 10K and the progress the
company has made in improving the operating trends in each of its
businesses.  
     
Toys had delayed the filing of its 10K because of material
weaknesses in its internal controls over income tax accounting.
Although there continues to be a material weakness in its internal
controls over income tax accounting, the company was able to file
its 10K, which alleviated the possibility that lenders would
declare an event of default.  

"Toys generated significant improvement in operating results and
strengthening of cash flow protection measures in both fourth-
quarter and full-year 2006," said Standard & Poor's credit analyst
Diane Shand.


TRANSACT INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Transact, Inc.
        1133 Golden Rod Avenue
        Corona Del Mar, CA 92625

Bankruptcy Case No.: 07-11443

Chapter 11 Petition Date: May 17, 2007

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: T. Edward Malpass, Esq.
                  901 Dove Street, Suite 120
                  Newport Beach, CA 92660
                  Tel: (949) 474-9944
                  Fax: (949) 474-9947

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Orco Construction Supply                                $41,446
Department 05891
P.O. Box 39000
San Francisco, CA 94139

Associated Ready Mix Concrete                           $40,412
4621 Teller Avenue, Suite 100
Newport Beach, CA 92660

H.C.S.-Cutler, Inc.                                     $24,380
P.O. Box 1149
Rancho Cucamonga, CA 91730

Tahana Smith                                            $23,750
c/o Julie E. Burt, Esq.

Roche Excavating, Inc.                                  $18,929

Riverside County Treasurer                              $12,737

R.D.M. Surveying, Inc.           surveying               $6,540

Burrtec Waste & Recycling        garbage service         $4,280
Services
Coachella, CA 92236

Burrtec Waste & Recycling        garbage service         $4,219
Services
Palm Beach, CA 92236

City of Indio                    planning fees           $4,107

Deputy 1 Inspection Service                              $3,200

D.C.I.                                                   $2,000

Alpine Engineering                                       $1,659

Ware Enterprises, Inc.                                   $1,620

Deborah Medeiros                 unpaid wages,           $1,469
                                 credit card &
                                 phone

United Rentals Nortwest,         equipment rental        $1,209
Inc.

Barnes Crosby Fitzgerald                                   $848

Jason Carulli                                              $720

Harbor View Hills Community                                $467
Association

Bill Major                                                 $300


TRANSAX INT'L: March 31 Balance Sheet Upside-Down by $3.2 Million
----------------------------------------------------------------
Transax International Limited filed its first quarter financial
statements for the three months ended March 31, 2007, with the
Securities and Exchange Commission on April 16, 2007.

The company reported a $402,005 net income on $1,186,226 of
revenues for the three months ended March 31, 2007, compared with
$569,930 net loss on $981,058 of revenues in the comparable period
of 2006.

At March 31, 2007, the company's balance sheet showed $2,068,692
in total assets and $5,293,144 in total liabilities resulting in
$3,224,452 stockholders' deficit.

The company's March 31 balance sheet also showed strained
liquidity with $836,767 in total current assets available to pay
$4,825,415 in total current liabilities.

The company said that it has been deficient in the payment
of Brazilian payroll taxes and Social Security taxes since
fiscal 2000.  At Dec. 31, 2006, these deficiencies amounted to
approximately $759,000 is included as part of the accounts payable
and accrued expenses within the consolidated balance sheet.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1f7b

                        Going Concern Doubt

Moore Stephens, P.C., in New York, New York, raised substantial
doubt about Transax International's Inability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor
pointed to the company's accumulated losses from operations of
approximately $12.9 million, a working capital deficiency of
approximately $4.4 million and a net capital deficiency of
approximately $3.5 million at December 31, 2006.

                 About Transax International Limited

Based in Miami, Florida, Transax International Limited (OTCBB:
TNSX) -- http://www.transax.com/-- provides health information     
management systems to hospitals, physicians and health insurance
companies.  The company's subsidiaries, TDS Telecommunication
Data Systems LTDA provides services in Brazil; Transax Australia
Pty Ltd. operates in Australia; and Medlink Technologies Inc.
initiates research and development.


TRANSFIRST HOLDINGS: Moody's Junks Rating on Proposed Financing
---------------------------------------------------------------
Moody's Investors Service downgraded corporate family rating of
TransFirst Holdings, Inc. to B3 from B2.  Moody's also assigned B2
ratings to TransFirst's proposed new senior secured term loan B
facility and senior secured revolving credit facility, and a Caa2
rating to its proposed second lien term loan facility.  The rating
outlook is stable.

The proposed new financing is to consummate the acquisition of
TransFirst by Welsh, Carson, Anderson & Stowe from GTCR Golder,
Rauner LLC.

The downgrade to B3 rating reflects TransFirst's:

     (i) significantly increased leverage as measured by total
         debt (including 25% debt allocation of preferred stock)
         to adjusted pro forma EBITDA of 8.5 times and free cash
         flow (cash flow from operations less capital
         expenditures less residual buyouts) to total debt of
         less than 1%;

    (ii) modest scale as a provider of transaction processing
         services and payment technologies, with approximately
         $218 million in net revenues; and

   (iii) moderate client attrition levels, inherent in small and
      medium size merchant processing industry.

Conversely, supporting the company's credit quality are:

     (i) the diversity of its merchant portfolio,

    (ii) the predictability of its revenue stream from clients
         under multiyear contracts, and

   (iii) company's ability to generate positive free cash flow,
         albeit at a significantly reduced level due to
         significant debt-servicing burden.

Ratings affected:

   -- Corporate family rating to B3 from B2
   -- Probability of default rating to B3 from B2

Ratings assigned:

   -- $50 million 6-year Revolving Credit Facility -- B2, LGD3,
      33%

   -- $310 million 7-year 1st lien Term Loan -- B2, LGD3, 33%

   -- $135 million 8-year 2nd lien Term Loan -- Caa2, LGD5, 85%

   -- The rating outlook is stable.

These ratings will be withdrawn on closing of the proposed
financing plan.

   -- $35 million senior secured revolving credit facility due
      2012 -- B1, LGD3, 35%

   -- $275 million senior secured term loan B credit facility
      due 2012 -- B1, LGD3, 35%

   -- $120 million junior secured term loan C credit facility
      maturing 2013 -- Caa1, LGD5, 88%

There could be upward pressure on the ratings should the company
experience:

     (i) increased profitability and free cash flow generation
         such that free cash flow to total debt (including 25%
         debt allocation of preferred stock) of greater than 5%,
         and

    (ii) a reduction in leverage with total debt (including 25%
         debt allocation of preferred stock) to EBITDA to less
         than 7.0 times.

Conversely, the ratings could face downward pressure if:

    (i) TransFirst experiences sustained weakness in operating
         performance due to significant decline in revenues and
         operating profit;

    (ii) levels of chargebacks and merchant attrition rise,

   (iii) TransFirst is unable to generate positive free cash
         flow, which subsequently reduces its liquidity and
         financial flexibility, and

    (iv) there is an increase in leverage, either due to further
         debt financed acquisitions or dividend
         recapitalization, without substantial improvement in
         operating performance.

Headquartered in Dallas, Texas, TransFirst Holdings, Inc. is an
electronic payment processor serving small and medium size
merchants.


TRANSFIRST HOLDINGS: S&P Rates Proposed $360 Million Facility at B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based TransFirst Holdings Inc., a credit
and debit card payment processor that serves small-to-medium-sized
merchants, to 'B' from 'B+'.  The outlook is stable.
      
"At the same time, we assigned our 'B' bank loan rating and '3'
recovery rating to the company's proposed $360 million first
priority senior secured bank facility, consisting of a
$310 million term loan due 2014 and a $50 million revolving credit
facility due 2013, indicating that lenders can expect meaningful
(50%-80%) recovery of principal in the event of payment default,"
said Standard & Poor's credit analyst David Tsui.

S&P assigned its 'CCC+' bank loan rating, with a recovery rating
of '5' to the proposed $135 million second priority term loan due
2015, indicating that lenders can expect a negligible (0%-25%)
recovery of principal in the event of a payment default.  All
ratings
are based on preliminary offering statements and are subject to
review upon final documentation.  
     
Proceeds from the first- and second-lien term loans, totaling
$445 million, along with $25 million holding company mezzanine
debt and $219 million of equity from sponsors, will be used to
fund the purchase of TransFirst.
     
The ratings on TransFirst reflect the company's narrow business
profile, reliance on outsourced providers to generate new sales
growth, and high leverage.  These factors are partly offset by the
favorable small-to-medium-sized merchant payment processing
business environment and steady, predictable cash flow generation.


TRIPOS INC: Commonwealth Biotechnologies to Acquire Subsidiary
--------------------------------------------------------------
Commonwealth Biotechnologies Inc. is set to acquire all of the
outstanding capital stock of Tripos Discovery Research Ltd.,
Tripos Inc.'s operating subsidiary, pursuant to a definitive
agreement entered into between the two parties.

CBI has agreed to acquire TDR from Tripos and plans to continue to
operate TDR from its present base in Bude, Cornwall, England,
which provides CBI with a strategic base of operations to enter
the European market.  The transaction is structured with an up-
front payment of $350,000 followed by payments of up to
$1.8 million from TDR receivables and billings.

Concurrent with this transaction TDR is entering into a sale-
leaseback transaction with the Southwest England Regional
Development Authority under which TDR will net cash of
approximately $4.16 million, enter into a 12 year lease in Bude,
and be released from grant repayment obligations with SWERDA and
with the English Department of Trade and Industry.

These transactions are expected to close during the month of May
or in early June.

After a period of significant contraction in 2006 following the
completion at the end of 2005 of a $90 million contract with
Pfizer, Inc., non-Pfizer TDR revenues in 2006 grew to $6.5 million
and for 2007 are on track for double digit growth.

Dr. Paul D'Sylva, CBI's CEO, said, "this acquisition is in line
with the CBI's stated objective to create a comprehensive drug-
discovery services company.  TDR's expertise and proprietary tools
in medicinal and synthetic chemistry coupled with CBI's expertise
in peptide chemistry, proteomics, immunology and genomics create
an excellent foundation upon which to grow an integrated research
services company targeting the $5 billion and growing market for
drug discovery outsourcing.  The transaction positions CBI for
sustained growth through the:

   -- realization of cost synergies and revenue synergies that can
      accelerate cash flow growth;

   -- provision of additional sales and marketing expertise with
      offices the UK and the US; and

   -- alignment of business product and service capabilities with
      industry growth.

Dr. Dick Freer, Chairman and COO of CBI, said, "This is an unique
opportunity for CBI to acquire what is acknowledged by clients and
competitors alike to be one of the premier drug discovery service
companies in the world.  The staff and facilities are outstanding
and the ability to provide input to our clients at the very
beginning of the drug discovery process allows CBI a competitive
advantage as the lead candidates are identified and moved through
the pipeline to the clinic."

Commenting on the transaction, John P. McAlister, Ph.D., president
and chief executive officer of Tripos, stated, "We are very
pleased to enter into this transaction with CBI, whom we view as
exceptionally well suited to continue our discovery research
business.  We believe that our customers and employees will be
well served by this affiliation.  This is also an important step
in our previously announced plans to sell Tripos' operating
businesses and proceed with the liquidation of our company, which
we hope to conclude later this year."

                             About CBI

Commonwealth Biotechnologies, Inc. (Nasdaq Capital Market: CBTE) -
- http://www.cbi-biotech.com/-- specializes in life sciences  
research and development outsourcing and offers cutting-edge
expertise and a complete array of the most current synthetic and
analytical technologies in the areas of biodefense, laboratory
support and contract research.  CBI is well positioned to compete
in the global market for drug discovery outsourcing with an
experienced management team and over 50 highly trained scientific
staff located in a world-class laboratory in Richmond, Virginia.

                         About Tripos Inc.

Based in St. Louis, Tripos Inc. (Nasdaq Global Select Market:
TRPS) -- http://www.tripos.com/-- combines leading-edge  
technology and innovative science to deliver consistently superior
chemistry-research products and services for the biotechnology,
pharmaceutical and other life science industries.

The company's Discovery Informatics business provides software
products and consulting services to develop, manage, analyze and
share critical drug discovery information.  Within its Discovery
Research business, Tripos' medicinal chemists and research
scientists partner directly with clients in their research
initiatives, leveraging state-of-the-art information technologies
and research facilities.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
shareholders of Tripos Inc. approved the company's plan of
dissolution and liquidation.


UNIVERSAL HOSPITAL: 10.125% Noteholders OK Amendment of Indenture
-----------------------------------------------------------------
Universal Hospital Services Inc. has received consents from the
holders of approximately $235 million in aggregate principal
amount, or approximately 90% of its outstanding 10.125% Notes due
2011, to the proposed amendments to the indenture governing the
Notes.

The proposed amendments to the Indenture are described in the
company's Offer to Purchase and Consent Solicitation Statement
dated April 30, 2007.  The consent solicitation is part of the
company's offer to purchase the Notes described in the Offer
Statement.

Adoption of the proposed amendments requires the consent of
holders of at least a majority of the aggregate principal amount
of the outstanding Notes.  Accordingly, the company and the
trustee under the Indenture will execute a supplemental indenture
to effect the proposed amendments, which will eliminate
substantially all of the restrictive covenants and certain events
of default contained in the Indenture.  However, the proposed
amendments will not become operative unless and until the company
accepts the tendered Notes for purchase pursuant to the Offer
Statement.

Subject to certain conditions precedent described in the Offer
Statement, holders who tendered Notes and delivered consents prior
to 5:00 p.m., New York City time, on May 11, 2007 will be entitled
to receive the total consideration, which includes a consent
payment of $30 per $1,000 principal amount of Notes.  Holders who
validly tender Notes after the Consent Payment Deadline but prior
to Expiration Time, will be entitled to receive the tender
consideration, which is equal to the total consideration less the
Consent Payment.  Tendered Notes may be withdrawn and the related
consent may be revoked at any time prior to the Consent Payment
Deadline.

On April 15, 2007, the company, UHS Merger Sub, Inc. and UHS
Holdco, Inc. entered into a definitive merger agreement pursuant
to which UHS Merger Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Purchaser will merge with and into the
company.  The closing of the transactions under the merger
agreement is subject to a number of customary conditions.  The
Purchaser is an affiliate of Bear Stearns Merchant Banking, the
private equity affiliate of The Bear Stearns Companies Inc.  The
offer and consent solicitation is being made in connection with
the Merger.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn is the price equal to:

   1) the sum of:

      (a) the present value, determined in accordance with
          standard market practice, on the Settlement Date of
          $1,051 payable on Nov. 1, 2007 plus;

      (b) the present value, determined in accordance with
          standard market practice, on the Settlement Date, of the
          interest payments that would accrue and be payable from
          the last interest payment date prior to such date until
          the First Call Date, determined on the basis of a yield
          equal to the sum of:

             -- the yield to maturity on the 4.250% U.S. Treasury
                Note due Oct. 31, 2007, as calculated by Merrill
                Lynch, Pierce, Fenner & Smith Incorporated, as
                dealer manager, in accordance with standard market
                practice based on the bid-side price of the
                Reference Security as of 2:00 p.m. New York City
                time on May 23, 2007, as displayed on the
                Bloomberg Government Pricing Monitor Page PX3 or
                any recognized quotation source selected by the
                Dealer Manager in its sole discretion if the
                Bloomberg Government Pricing Monitor is not
                available or is manifestly erroneous, plus;

             -- 50 basis points, minus;

   2) accrued and unpaid interest to, but not including, the
      Settlement Date.

The total consideration includes the Consent Payment.  The
"Settlement Date" will be the second business day following the
day on which the Expiration Date occurs.

Holders tendering Notes will be required to consent to proposed
amendments to the indentures governing the Notes, which will
eliminate substantially all of the restrictive covenants, several
affirmative covenants and certain events of default contained in
the indenture.  Adoption of the proposed amendments requires the
consent of at least a majority of the outstanding principal amount
of the Notes.

The consummation of the tender offer and consent solicitation is
subject to the conditions set forth in the Offer to Purchase,
including, among other things, the receipt of consents of holders
representing the majority in aggregate principal amount of the
Notes and the satisfaction or waiver of all conditions to the
consummation of the Merger.  The company reserves the right to
amend the terms of the tender offer and consent solicitation.

                     About Universal Hospital

Universal Hospital Services, Inc. is a 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.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
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.


VALLEY OIL GROUP: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Valley Oil Group, L.L.C.
        974 Piney Grove Road
        Somerset, KY 42501
        dba Tradewinds Expressmart
        dba Dewey's Expressmart
        dba Standford Expressmart
        dba Harrodsburg Expressmart
        dba 914 Expressmart
        dba Midtown Expressmart
        dba Bogle Street Expressmart
        dba Parkway Expressmart

Bankruptcy Case No.: 07-60463

Type of Business: The Debtor owns and operate convenience stores.

Chapter 11 Petition Date: May 20, 2007

Court: Eastern District of Kentucky (London)

Debtor's Counsel: Edward S. Monohan, V., Esq.
                  Monohan & Blankenship
                  7711 Ewing Boulevard, Suite 100
                  Florence, KY 41042
                  Tel: (859) 283-1140

Total Assets: $12,178,450

Total Debts:  $71,095,000

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Fifth Third Bank                 Stanford            $9,250,000
38 Fountain Square Plaza         Expressmart
MD10AT76                         Convenience
Cincinnati, OH 45263             Store
                                 1001 Lancaster
                                 Street
                                 Stanford, KY;
                                 value of security:
                                 $217,000

                                 inventory on        $9,250,000
                                 all stores;
                                 value of security:
                                 $350,000

                                 Bogle Street        $9,250,000
                                 Expressmart
                                 Convenience
                                 Store
                                 1027 South
                                 Highway 27
                                 Somerset, KY
                                 42501;
                                 value of security:
                                 $1,350,000

                                 Dewey's             $9,250,000
                                 Expressmart
                                 Convenience
                                 Store
                                 77 South
                                 Highway 27
                                 Somerset, KY
                                 42501;
                                 value of security:
                                 $2,000,000

                                 Strip Center        $9,250,000
                                 and
                                 Convenience
                                 Store
                                 41 Jordans Way
                                 Somerset, KY
                                 42501;
                                 value of security:
                                 $2,082,000

                                 Jacksons Travel     $9,250,000
                                 Plaza Strip
                                 Center and
                                 Convenience
                                 Store
                                 10745 North
                                 Highway 27
                                 Eubank, KY
                                 42567;
                                 value of security:
                                 $2,500,000

                                 Midtown             $9,250,000
                                 Expressmart
                                 Convenience
                                 Store
                                 1900 South
                                 Highway 27
                                 Somerset, KY
                                 42501;
                                 value of security:
                                 $2,700,000

S.L. Sears                       money loaned        $2,100,000
c/o Ed Mandell, Attorney
Abram, Edwards & York,
L.L.C.
1650 North Kolb Road,
Suite 132
Tucson, AZ 85715

Hunter Blade Martin              money loaned        $1,150,000
974 Piney Grove Road
Somerset, KY 42501

First Farmers Bank               co-signed on        $1,000,000
c/o Jane Venters, Attorney       mortgage for
35 Public Square                 farm
P.O. Box 35
Cincinnati, OH 45202

Gary R. Smith                    money loaned          $350,000
60 Pride Rock Lane
Somerset, KY 42501

Cumberland Lake Shell Co.        fuel supply           $315,000
c/o John S. Gillum               agreement
117 North Main Street
P.O. Box 1147
Somerset, KY 42502

Marsha B. Smith                  money loaned          $250,000
60 Pride Rock Lane
Cincinnati, OH 45201

Platte River Insurance Co.       bond paid;            $250,000
c/o Alber Crafton, P.S.C.        receiver did
Hurstborne Plaza, Suite 1300     not pay
9300 Shelbyvill Road             creditor
Louisville, KY 40222

Venture Ban Commerce             money loaned          $210,000
Building

American Express                 wife's credit         $200,000
                                 card

Harold & Betty Robinson          money loaned          $150,000

H.T. Hackney Co.                 master                 $75,000
                                 wholesaler

Kentucky Revenue Cabinet         withholding &          $57,000
Corp./L.L.C. Branch              sales tax
Division of Collections

Great American Leasing Co.       cameras and            $55,000
                                 security


VITALTRUST BUSINESS: Mulls Dividend Distribution to Shareholders
----------------------------------------------------------------
VitalTrust Business Development Corporation disclosed that it
intends to distribute shares of VitalTrust Solutions, its wholly
owned subsidiary, to shareholders of record as of June 1, 2007.

Upon completion of the distribution, VitalTrust Solutions intends
to notify the Securities and Exchange Commission of its intent to
operate as a Business Development Company.  Once the distribution
is completed, VitalTrust Solutions intends to register its shares
held by non-affiliated shareholders of record as of the date set
forth above.

VitalTrust Business' current Chairman and Chief Executive Officer,
Charles Broes, will resign so that he may serve as the Chairman of
the Board and Chief Executive Officer of VitalTrust Solutions.

VitalTrust Business' Board of Directors has nominated John Stanton
to serve as the Company's Chairman and Chief Executive Officer.  
Mr. Stanton also has the right to nominate three additional
persons to the Board.

"It will be my objective to focus our various holdings into one
central holding company to provide for heightened administration
and financial efficiencies," said proposed Chairman John Stanton.

"By using a capital structure that allows us to migrate our
holdings into the Company without diluting our public shareholders
we plan to create a platform from which we can better focus on
each individual portfolio company.  Our analysis of each
individual portfolio company will also ensure that the right
senior executives are in place and that each enterprise is
properly financed.  During the coming months, we will analyze
and possibly restructure each of our portfolio companies with a
goal of elevating all our public companies off the Over-the-
Counter Bulletin Board," concluded Mr. Stanton.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 24, 2007,
Rotenberg Meril Solomon Bertiger & Guttilla PC, in Saddle Brook,
N.J., expressed substantial doubt about VitalTrust Business
Development Corporation'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, negative cash flows from operations,
and the uncertainty related to outstanding litigation.

                        Roder Litigation

On March 22, 2005, the company filed a civil suit in Orange County
Circuit Court, Orlando, Fla. against its former chief executive
officer, Walter H. Roder II.  Counterclaims were filed by Mr.
Roder and related entities alleging non-payment of purported
obligations.  On March 5-6, 2007, the Orange County Circuit Court
entered a separate final judgment against the company in the
aggregate amount of $1,307,685.  The company appealed to the Fifth
District Court of Appeal in Daytona Beach, Fla. on March 7, 2007,
and the appellate court entered a March 22, 2007, Order of
Referral to Mediation.   

                    About VitalTrust Business

VitalTrust Business Development Corporation (OTC BB: VTBD) --
http://www.vital-trust.com/a registered Business Development  
Company under the Investment Company Act of 1940, provides
management and finance primarily to private companies that desire
to become publicly traded during the course of their business
cycle.  The company invests and manages enterprises in the
healthcare, energy, internet and services sectors.     


VULCAN ENERGY: S&P Holds BB Rating on $288 Million Term Loan
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its secured loan
rating of 'BB' on Vulcan Energy Corp.'s $288 million term loan
(currently $274 million outstanding), and revised the recovery
rating.

The loan rating is the same as the corporate credit rating on
Vulcan and the recovery rating was revised to '4', indicating the
expectation for marginal (25%-50%) principal recovery, from '5'.
     
In assigning S&P's original '5' recovery rating, they had assumed
that a default at Plains Plains All American Pipeline L.P. would
likely result in a default at Vulcan.  Since Vulcan's sole
collateral consists of its 54% general partnership and 11% limited
partnership interest in Plains, a bankruptcy at Plains would in
all likelihood result in negligible recovery at Plains.  At the
same time, S&P recognize, however, that a Vulcan default could
also be triggered by a reduction or suspension in Plains'
distribution streams, rather than a default at Plains.  Indeed,
the corporate credit rating at Vulcan is two notches below that of
Plains to reflect there is a greater risk of a default at Vulcan
relative to Plains.  In revising the recovery rating to '4', S&P
assume a reduction in distributions causes the default at Vulcan
and that Plains continues to make some level of distributions on
an on-going basis.  In this scenario, there would be some value at
Vulcan related to its general and limited partnership interests in
Plains.


WATER PIK: S&P Rates $77 Million First-Lien Facility at B-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Fort Collins, Colorado-based Water Pik Inc.

In addition, Standard & Poor's assigned its bank loan and recovery
ratings to Water Pik's proposed $77 million first-lien
senior secured credit facility and $35 million second-lien term
loan facility.

The first-lien facilities were rated 'B-', with recovery ratings
of '3', indicating our expectation for meaningful (50%-80%)
recovery of principal in the event of a payment default.  The
second-lien facility was rated 'CCC', with a recovery rating of
'5', indicating our expectation that second-lien lenders can
expect negligible (0%-25%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
are subject to review upon final documentation.  The outlook is
negative.
     
Net Proceeds from the bank facilities, together with approximately
$32 million in common equity, will be used to purchase Water Pik
Inc. from Water Pik Technologies Inc. for $124 million, net of
fees and expenses.
     
"The ratings reflect Water Pik's highly leveraged capital
structure, small size, narrow product focus, and limited operating
track record as a stand-alone business entity," said Standard &
Poor's credit analyst Christopher Johnson.  These factors are
partially mitigated by the company's strong brand recognition and
market-leading positions.


* MorrisAnderson & Associates Gets Mitchel Steiner to Lead NY Arm
-----------------------------------------------------------------
MorrisAnderson & Associates Ltd. disclosed that Mitchel Steiner
has joined the company as a managing director in the company's New
York office.

"The company is pleased to have recruited Mitch to MorrisAnderson.  
His background in managing field collateral audit services for a
sizeable ABL portfolio will be invaluable as the company expands
its Lender Services practice," Dan Dooley, principal and coo,
says.

Mr. Steiner, along with John Battaglia, another managing director
based out of the company's New York office, will help lead the
national Lender Services business, providing business assessment
and quality of earnings reports, as well as field exams, for firms
in all industries.  The two are both veterans of United Jersey
Bank, where Mr. Steiner was a Senior Field Examiner and Team
Leader.  They will also be responsible for recurring fraud
investigations and forensic accounting services in the division.

Mr. Steiner began his career in factoring with Iselin-Jefferson
Factors after earning his bachelor's degree in accounting from
Franklin Pierce College, Rindge, New Hampshire, in 1977.

Over the course of his 20-year career he has uncovered more than
$10 million in fraud, has been involved in participation deals of
more than $100 million, and has been integrally involved in
developing and directing field examinations across a broad
spectrum of companies and industries.

Before joining MorrisAnderson, Mr. Steiner was an auditor and
field examiner for financial institutions including Bankers Trust
Co., CIT, CTC Commercial Trust Co., Marine Midland Bank, and
United Jersey Bank.

Most recently Steiner spent the better part of twelve years with
Webster Business Credit Corp in New York City (formally IBJ
Whitehall / IBJ Schroder) where he began as VP Senior Field
Examiner and for the past six years was VP Field Examination
Manager.

                       About MorrisAnderson

Headquartered in Chicago, Illinois, MorrisAnderson & Associates
Ltd., --  http://www.morris-anderson.com/-- has offices in New  
York, Atlanta, Milwaukee, Delaware, Los Angeles, Cleveland and
Nashville.  The firm's eight service offerings include performance
improvement, financial advisory, turnarounds and workouts,
investment banking, interim management, lender services,
information technology services, and insolvency services and wind-
downs.  MorrisAnderson emphasizes hands-on involvement for
companies with $20 million to $250 million in annual sales.  Now
celebrating its 26th anniversary, the firm recently merged with
Centre Health Partners, a management consulting firm specializing
in financial and operational performance improvement services for
the health-care industry.  MorrisAnderson's new health-care
division is in Nashville, Tennessee.


* BOND PRICING: For the Week of May 14 - May 18, 2007
-----------------------------------------------------

   Issuer                            Coupon   Maturity  Price
   ------                            ------   --------  -----
AHI-DLTO7/05                          8.625%  10/01/07    75
Allegiance Tel                       11.750%  02/15/08    51
Allegiance Tel                       12.875%  05/15/08    50
Amer & Forgn Pwr                      5.000%  03/01/30    71
Antigenics                            5.250%  02/01/25    74
Atherogenics Inc                      1.500%  02/01/12    52
Atlantic Coast                        6.000%  02/15/34     6
Bank New England                      8.750%  04/01/99     9
Bank New England                      9.500%  02/15/96    14
Bank New England                      9.875%  09/15/99     8
Better Minerals                      13.000%  09/15/09    70
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    56
Calpine Corp                          4.000%  12/26/06    70
Calpine Gener Co                     11.500%  04/01/11    35
Cell Therapeutic                      5.750%  06/15/08    74
CHS Electronics                       9.875%  04/15/05     1
Collins & Aikman                     10.750%  12/31/11     4
Color Tile Inc                       10.750%  12/15/01     0
Dairy Mart Store                     10.250%  03/15/04     0
Decode Genetics                       3.500%  04/15/11    72
Decode Genetics                       3.500%  04/15/11    71
Delco Remy Intl                       9.375%  04/15/12    47
Delco Remy Intl                      11.000%  05/01/09    50
Delta Mills Inc                       9.625%  09/01/07    16
Deutsche Bank NY                      8.500%  11/15/16    71
Diamond Triumph                       9.250%  04/01/08    65
Dura Operating                        8.625%  04/15/12    38
Dura Operating                        9.000%  05/01/09     9
Dura Operating                        9.000%  05/01/09     7
Empire Gas Corp                       9.000%  12/31/07     1
Encysive Pharmacy                     2.500%  03/15/12    70
Exodus Comm Inc                       4.750%  07/15/08     0
Exodus Comm Inc                      11.250%  07/01/08     0
Exodus Comm Inc                      11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    41
Finova Group                          7.500%  11/15/09    23
Florsheim Group                      12.750%  09/01/02     0
Ford Motor Co                         6.375%  02/01/29    74
Ford Motor Co                         6.625%  02/15/28    75
Ford Motor Co                         6.625%  10/01/28    74
Global Health Sc                     11.000%  05/01/08     8
Golden Books Pub                     10.750%  12/31/04     0
Hills Stores Co                      12.500%  07/01/03     0
Insight Health                        9.875%  11/01/11    32
Iridium LLC/CAP                      10.875%  07/15/05    22
Iridium LLC/CAP                      11.250%  07/15/05    23
Iridium LLC/CAP                      13.000%  07/15/05    22
Iridium LLC/CAP                      14.000%  07/15/05    22
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    21
Kaiser Aluminum                      12.750%  02/01/03    11
Kellstrom Inds                        5.750%  10/15/02     0
Keystone Cons                         9.625   08/01/07    42
Kmart Corp                            8.990%  07/05/10    10
Kmart Corp                            9.780%  01/05/20    10
Liberty Media                         3.750%  02/15/30    63
Liberty Media                         4.000%  11/15/29    68
Lifecare Holding                      9.250%  8/15/13     71
LTV Corp                              8.200%  09/15/07     0
MacSaver Financl                      7.400%  02/15/02     0
MacSaver Financl                      7.875   08/01/03     2
Motorola Inc                          5.220%  10/01/97    74
New Orl Grt N RR                      5.000%  07/01/32    69
Nexprise Inc                          6.000%  04/01/07     0
Northern Pacific RY                   3.000%  01/01/47    56
Northern Pacific RY                   3.000%  01/01/47    56
Northwest Airlns                      6.625%  05/15/23    72
Northwest Airlns                      7.625%  11/15/23    72
Northwest Airlns                      8.875%  06/01/06    75
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    75
Nutritional Src                      10.125%  08/01/09    66
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09    11
Outboard Marine                       9.125%  04/15/17     1
Pac-West Telecom                     13.500%  02/01/09    25
Pac-West Telecom                     13.500%  02/01/09    10
Pegasus Satellite                     9.625%  10/15/49     0
Pegasus Satellite                    12.375%  08/01/08     0
Pegasus Satellite                    12.500%  08/01/07     0
Phar-Mor Inc                         11.720%  12/31/49     3
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.350%  03/28/11     2
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    63
Primus Telecom                        8.000%  01/15/14    71
Radnor Holdings                      11.000%  03/15/10     0
Read-Rite Corp                        6.500%  09/01/04     0
RJ Tower Corp.                       12.000%  06/01/13     7
SLM Corp                              5.000%  12/15/28    73
Spacehab Inc                          5.500%  10/15/10    58
Scott Cable Comm                     16.000%  07/18/02     0
Times Mirror Co                       6.610%  11/01/27    74
Tom's Food Inc                       10.500%  11/01/04     2
Tousa Inc                             7.500%  03/15/11    74
Tousa Inc                             7.500%  01/15/15    70
United Air Lines                      8.390   01/21/11     0
United Air Lines                     10.110%  02/31/49     0
US Air Inc.                          10.680%  06/27/08     0
USAutos Trust                         2.212%  03/03/11     7
Vesta Insurance Group                 8.750%  07/15/25     4
Werner Holdings                      10.000%  11/15/07     5
Westpoint Steven                      7.875%  06/15/49     0
Wheeling-Pitt St                      5.000%  08/01/11    70
Wheeling-Pitt St                      6.000%  08/01/10    70

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

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