TCR_Public/070529.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, May 29, 2007, Vol. 11, No. 126

                             Headlines

ADVANCED MEDICAL: Mulls Competing Offer for Bausch & Lomb
AAMES MORTGAGE: S&P Cuts Rating on S. 2001-4 Class B Certs. to BB
ACESORI LLC: Voluntary Chapter 11 Case Summary
ADVANCED CELL: Posts $19,931,204 Net Loss in Qtr Ended March 31
ADVANCED MARKETING: Wants De Minimis Asset Sale Procedures Okayed

ADVOCACY AND RESOURCES: Trustee Can Hire Baker Donelson as Counsel
ADVOCACY & RESOURCES: Court OKs Additional $250,000 Financing
ADVOCACY & RESOURCES: Court Establishes June 15 as Claims Bar Date
AEROFLEX INC: Buyers Waive Rights to Submit Revised Proposal
AIRTRAN HOLDINGS: Urges Midwest Shareholders to Vote for Nominees

ALLIED HOLDINGS: Names Mark Gendregske as President and CEO
ALTIUS IV: S&P Rates $2.5 Million Class E Notes at BB+
AMSCAN HOLDINGS: $50MM Credit Increase Cues S&P to Affirm Ratings
ASARCO LLC: Can Amend Purchase Agreement with Globeville I
ASARCO LLC: Can Extend CAP Contract Term to 100 Years

BASELL AF: Moody's Rates EUR1.65 Bln New Bank Facilities at Ba2
BEAR STEARNS: DBRS Puts Low-B Ratings on 4 Series 2007-N5 Certs.
BECTON DICKINSON: Strong Cash Flow Spurs S&P's Positive Outlook
BEST MANUFACTURING: Trustee Sets Section 341(a) Meeting on June 4
BEST MANUFACTURING: Ch. 7 Trustee Selects Becker Meisel as Counsel

BIOVAIL CORPORATION: Earns $93.8 Million in Quarter Ended March 31
BIOVAIL CORPORATION: Earns $115.3 Million in Fourth Quarter 2006
BOMBAY CO: Inks $10MM Secured Term Loan Facility with GB Merchant
BOYD GAMING: Completes $4 Billion Revolving Credit Facility
BPO MANAGEMENT: Posts $1,357,531 Net Loss in First Quarter 2007

BRENT FORBES: Case Summary & 3 Largest Unsecured Creditors
CANWEST MEDIAWORKS: DBRS Reviews B Rating on Senior Subor. Notes
CARDIOVASCULAR BIO: Secures $15MM Equity Placement From FirmInvest
CAROLINA CARGO: Case Summary & 20 Largest Unsecured Creditors
CBRL GROUP: To Pay $0.14 Per Share Common Stock Dividend on Aug. 6

CONCENTRA INC: Starts Exchange Offering of $185 Mil. of Sr. Notes
CREDIT SUISSE: S&P Junks Rating on S. 2003-23 Class D-B-6 Certs.
CRESCENT REAL: Will Sell Resort, Hotel and Single Office Assets
CSFB HOME: DBRS Puts Low-B Ratings on $17.8MM Series 2006 Certs.
DEATH ROW: Trustee Want Hill Farrer as Special Litigation Counsels

DIVERSIFIED ASSET: S&P Puts Two Note Classes Under Negative Watch
DUANE DONOHOO: Case Summary & 12 Largest Unsecured Creditors
DYNEGY HOLDINGS: Completes $1.65 Billion Senior Notes Refinancing
DYNEGY HOLDINGS: Moody's Rates $550 Mil. Sr. Unsec. Notes at B2
EAU TECHNOLOGIES: Posts $1,546,129 Net Loss in Qtr Ended March 31

ELIZABETH FERRARA: Case Summary & Four Largest Unsecured Creditors
EMERYVILLE QUARTERS: Case Summary & 20 Largest Unsecured Creditors
ENERGY XXI: Affiliate Prices $750 Million Senior Notes Offering
ENESCO GROUP: Wants Baker & McKenzie as Hong Kong Tax Counsel
FAIRFAX FINANCIAL: Amends Terms of 7-3/4% Notes Swap Offering

GAP INC: Earns $178 Million in First Quarter Ended May 5, 2007
GENESIS WORLDWIDE: Has Until August 31 to File Chapter 11 Plan
GLOBAL HOME: Wants Exclusive Plan Filing Extended Until August 3
GLORIA MELO: Case Summary & 6 Largest Unsecured Creditors
GPS INDUSTRIES: March 31 Balance Sheet Upside-Down by $6,692,431

GSAMP TRUST: S&P Cuts Rating on Class B-1 and Placed on Neg. Watch
GSMPS MORTGAGE: S&P Downgrades Ratings on 2 Mortgage Loan Classes
H3C HOLDINGS: S&P Rates $430 Million Secured Credit Facility at BB
H3C HOLDINGS: Moody's Places Corporate Family Rating at Ba2
HANCOCK FABRICS: U.S. Trustee Appoints Equity Holders Committee

HANCOCK FABRICS: Panel May Retain Cooley Godward as Lead Counsel
HANCOCK FABRICS: Committee Hires Saul Ewing as Delaware Counsel
HERBALIFE LTD: Elects CEO Michael Johnson as Board's Chairman
HILTON HOTELS: Matthew Hart Replaces Stephen Bollenbach as CEO
HUB INT’L: Proposed Debt Issuances Prompt S&P to Junk Ratings

INDALEX HOLDING: Poor Performance Cues S&P's Negative Outlook
JED OIL: Dec. 31 Balance Sheet Upside-Down by $42.2 Million
JESUS JUSINO: Case Summary & 11 Largest Unsecured Creditors
JOSEPH CONNERS: Chapter 11 Voluntary Case Summary
JP MORGAN: S&P Rates $12.333 Million Class P Certificates at B-

KINDER MORGAN: Resolves Civil Claims on California Petroleum Leak
KINDER MORGAN: S&P Rates $7.3 Billion Credit Facilities at BB-
LEVEL 3: Shareholders Okays Reverse Stock Split at Annual Meeting
LIFEPOINT HOSPITALS: Mulls $500MM Convertible Sr. Notes Offering
LISA FERNANDEZ: Voluntary Chapter 11 Case Summary

LUZ TOBIAS: Chapter 11 Voluntary Case Summary
MARKUS PAUL: Case Summary & 22 Largest Unsecured Creditors
MGM MIRAGE: Board Hires UBS Investment & Weil Gotshal as Advisors
MICHAEL BREEN: Case Summary & Largest Unsecured Creditor
MICHAEL HAYASHI: Case Summary & 16 Largest Unsecured Creditors

MORGAN STANLEY: Moody's Rates Class B-4 Certificates at (P)Ba1
NASDAQ STOCK: Board Signs Contract to Merge with OMX AB
NASDAQ STOCK: Issues 60.6MM Shares in Connection with OMX AB Merge
NASDAQ STOCK: $3.7 Billion OMX Deal Cues S&P to Affirm BB Rating
NASDAQ STOCK: Moody's Assigns Negative Outlook on Ba3 Ratings

NAVIOS MARITIME: Prices Public Offering of 11.5MM Common Shares
NELLSON NUTRACEUTICAL: Hires Alvarez & Marsal as Financial Advisor
NESTOR INC: Board Names Clarence Davis as Interim CEO
NEW CENTURY: Seeks Court Nod to Hire Allen as Special Counsel
NEW CENTURY: Seeks Skadden's Assistance in Regulatory Actions

NEW CENTURY: Engages ICP Consulting LLC as Special Advisors
Northwest Airlines: Moody's Puts Ba3 Rating on Credit Facilities
NZAC INT'L: Case Summary & Largest Unsecured Creditor
OCCAM NETWORKS: Receives Nasdaq Delisting Notice Due to Late 10-Q
PACIFIC LUMBER: Scopac May Employ Logan & Company as Claims Agent

PACIFIC LUMBER: Palco and Scopac Post $32.8 Mil. Net Loss in 1st Q
PATHMARK STORES: S&P Revises CreditWatch to Developing from Neg.
PAUL ANDERSEN: Case Summary & Eight Largest Unsecured Creditors
PORT TOWNSEND: Emmett Bergman Replaces Tim Leybold as CFO
QWEST COMM: Former Chief Executive Wants Legal Defense Fees Paid

RADNET INC: Enters Definitive Agreement to Acquire Borg Imaging
RCN CORP: Completes Recapitalization; Repurchases Common Stock
RECYCLED PAPER: Moody's Confirms Junk Corporate Family Rating
RELIANT ENERGY: Discloses Comprehensive Refinancing Program
RONALD BURGER: Case Summary & Largest Unsecured Creditor

RURAL CELLULAR: Prices $425 Million Senior Subor. Notes Offering
RURAL CELLULAR: Moody's Junks Ratings on Sr. Subordinated Notes
SACO I: S&P Junks Ratings on Two Classes, Removes Negative Watch
SEA CONTAINERS: Wants Exclusive Period Extended To September 28
SEA CONTAINERS: Court Fixes July 16 as Claims Bar Date

SEA CONTAINERS: Court Approves Archlane Leases Settlement Pact
SERGE MARINKOVIC: Case Summary & 17 Largest Unsecured Creditors
SONICBLUE INC: Court Approves Alston & Bird as Trustee's Counsel
SONICBLUE INC: Court OKs Friedman Dumas as Trustee's Local Counsel
STERLING CENTRECORP: First Capital to Amend Take-Over Bid Terms

STRUCTURED ASSET: Moody's Rates Class B Certificates at (P)Ba1
TERWIN MORTGAGE: Poor Credit Cues S&P to Cut Ratings on 27 Certs.
TESORO CORPORATION: Finalizes $500MM 6.50% Senior Notes Offering
TESORO CORP: Moody's Rates $500 Mil. Sr. Unsec. Notes at Ba1
THOMAS ADAMS: Case Summary & 19 Largest Unsecured Creditors

TIMBERLAKE FOREST: Case Summary & 68 Largest Unsecured Creditors
TITANIUM METALS: Board Declares Dividend, Payable on June 15
TRIBUNE CO: Dismisses Agreement to Sell Three Units to Gannett Co.
TRIBUNE CO: Discloses Interim Tender Offer of 224 Million Shares
VESTA INSURANCE: Florida to Meet With Bankruptcy Admin. on May 29

VESTA INSURANCE: Florida's 341(a) Meeting Scheduled on May 30
VESTA INSURANCE: Judge Bennet Set Florida's Bar Date to July 13
VESTA INSURANCE: Court Approves Parker as Counsel on Interim Basis
VIRAGEN INC: Requests AMEX for a Hearing on Stock Delisting
VSS-AHC CONSOLIDATED: $15MM Loan Increase Cues S&P's Neg. Outlook

WHX CORPORATION: Dec. 31 Balance Sheet Upside-Down by $63.7 Mil.
YUKOS OIL: Competition Agency Suspends Prana Deal to Aug. 2

* CDS IndexCo & Markit Group Launches a Credit Default Swap Index

                             *********

ADVANCED MEDICAL: Mulls Competing Offer for Bausch & Lomb
---------------------------------------------------------
AAMES MORTGAGE: S&P Cuts Rating on S. 2001-4 Class B Certs. to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B from
Aames Mortgage Trust 2001-4 and its rating on class M6 from Aames Mortgage
Trust 2003-1.  Concurrently, S&P placed its rating on class B from series
2001-4 on CreditWatch with negative
implications.  Additionally, the ratings on classes M4, M5, and M6 from
series 2003-1 remain on CreditWatch, where they were placed with negative
implications on March 21, 2007.  Lastly, S&P affirmed its ratings on the
remaining classes from these transactions.

The lowered ratings and negative CreditWatch placements reflect the
deteriorating performance of the collateral pools backing these two
transactions.  Realized losses have consistently outpaced excess interest
over the past year to the extent that credit support for these two classes
is no longer sufficient to support the prior ratings.  As of the April
2007 remittance period, series 2001-4 had experienced cumulative losses of
$8.64 million, or 3.68% of its original pool balance.  Total delinquencies
and severe delinquencies (90-plus-days, foreclosures, and REOs)
constituted 27.48% and 14.58% of the current pool balance, respectively.
For the same time period,
series 2003-1 had experienced cumulative losses of $11.62 million, or
2.28% of its original pool balance.  Overcollateralization for this series
has been reduced to $0.93 million, or 0.16% of the original pool balance,
well below its target of 0.50% of the original pool balance.  Total
delinquencies and severe delinquencies constituted 17.72% and 11.12% of
the current pool balance, respectively.

Standard & Poor's will continue to closely monitor the performance of
these classes.  If the delinquent loans cure to a point at which monthly
excess interest outpaces monthly net losses, thereby allowing O/C to build
and provide sufficient credit enhancement, we will affirm the ratings and
remove them from CreditWatch.  Conversely, if delinquencies cause
substantial realized losses in the coming months and continue to erode
credit enhancement, S&P will take further negative rating actions on these
classes.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Credit support for this
transaction is derived from a combination of subordination, excess
interest, and O/C.

The collateral backing the certificates originally consisted of subprime
fixed- and adjustable-rate, first-lien mortgage loans with terms of
maturity of no more than 30 years.


         Rating Lowered and Placed on Creditwatch Negative

                         Aames Mortgage Trust

                                        Rating
                                        ------
           Series    Class      To                From
           ------    -----      --                ----
           2001-4    B          BB/Watch Neg      BBB


        Rating Lowered and Remaining on Creditwatch Negative

                         Aames Mortgage Trust

                                       Rating
                                       ------
          Series    Class      To                 From
          ------    -----      --                 -----
          2003-1    M6         B/Watch Neg        BB-/Watch Neg


              Ratings Remaining On Creditwatch Negative

                         Aames Mortgage Trust

                   Series    Class          Rating
                   ------    -----          ------
                   2003-1    M4             BB+/Watch Neg
                   2003-1    M5             BB/Watch Neg


                           Ratings Affirmed

                         Aames Mortgage Trust

                   Series    Class          Rating
                   ------    -----          ------
                   2001-4    A4             AAA
                   2001-4    M1             AA+
                   2001-4    M2             A+
                   2003-1    M1             AA
                   2003-1    M2             A
                   2003-1    M3             A-
                   2003-1    B              CCC


ACESORI LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Acesori, L.L.C.
        700 Highway 16 East
        Carthage, MS 39051

Bankruptcy Case No.: 07-01592

Type of Business: The Debtor is a multi-focused retailer of
                  flowers, gifts and accessories.  See
                  http://www.acesori.com/

Chapter 11 Petition Date: May 25, 2007

Court: Southern District of Mississippi (Jackson Divisional
       Office)

Judge: Neil P. Olack

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris, Jernigan, & Geno, P.L.L.C.
                  587 P.O. Box 3380, Highland Colony Parkway
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


ADVANCED CELL: Posts $19,931,204 Net Loss in Qtr Ended March 31
---------------------------------------------------------------
Advanced Cell Technology Inc. reported a net loss of $19,931,204 on
revenue of $124,343 for the first quarter ended March 31, 2007, compared
with net income of $4,813,369 on revenue of $21,938 for the same period
last year.

The increase in loss in the current period is the result of changes to the
fair value of derivatives, interest charges related to convertible
debentures and charges related to issuance of convertible cebentures along
with increased general and administrative and research and development
expenses, as well as decreased grant reimbursements.

At March 31, 2007, the company's balance sheet showed $11,453,527 in total
assets and $50,891,897 in total liabilities, resulting in a $39,438,371
total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed strained
liquidity with $4,246,273 in total current assets available to pay
$17,362,006 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?2041

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 26, 2007, Stonefield
Josephson Inc. in Los Angeles, raised substantial doubt about Advanced
Cell Technology 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 minimal sources of revenue,
substantial losses, substantial monetary liabilities in excess of monetary
assets and accumulated deficits as of Dec. 31, 2006.

                        About Advanced Cell

Headquartered in Alameda, Calif., Advanced Cell Technology Inc. (OTC BB:
ACTC.OB) -- http://www.advancedcell.com/-- is a biotechnology company
focused on developing and commercializing human stem cell technology in
the emerging fields of regenerative medicine and stem cell therapy.
Principal activities to date have included obtaining financing, securing
operating facilities and conducting research and development.  The company
has no therapeutic products currently available for sale.


ADVANCED MARKETING: Wants De Minimis Asset Sale Procedures Okayed
-----------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to approve procedures
by which they may consummate certain de minimis asset sales.  The Debtors
propose to utilize the De Minimis Sale Procedures to obtain more
expeditious and cost-effective review by interested parties of sales
involving smaller, less-valuable, non-core assets.

The Debtors maintain various assets including personal and
intangible property, which have not yet been sold but are now or
in the foreseeable future may become no longer necessary for the
continued operation of their businesses.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the Debtors anticipate that during
the pendency of their Chapter 11 cases, they will attempt to sell
a number of the assets that are either unproductive or nonessential.  The
Debtors believe that the sales will involve
non-core assets that, in most cases, are of relatively de minimis
value compared to their total asset base.  Although the Debtors
have been, and intend to continue, consulting with the Official
Committee of Unsecured Creditors on the terms of sales, and
whether they are ordinary course, the Debtors anticipate that
many contemplated asset sales may constitute transactions outside
of the ordinary course of their businesses requiring court
approval pursuant to Section 363(b)(1) of the Bankruptcy Code.

However, in many instances the necessity of obtaining individual
court approval with respect to de minimis asset sales would be
administratively burdensome to the Court and costly for the
Debtors' estates, Mr. Collins says.

According to Mr. Collins, the De Minimis Sale Procedures will
apply only to the sale of assets involving, in each case, the
transfer of $100,000 or less in total consideration, as measured
by the amount of cash and other consideration being received by
the Debtors on account of the assets being sold.  Under the De
Minimis Sale Procedures, the Debtors will be (i) permitted to
sell assets that are encumbered by liens, encumbrances or other
interests only if those liens and other interests are capable of
monetary satisfaction or the holders of those liens and interests
consent to the sale, and (ii) will be permitted to sell assets
co-owned by a Debtor and a third party pursuant to the De Minimis
Sale Procedures only to the extent that the sale does not violate
Section 363(h) of the Bankruptcy Code.

After the Debtors enter into a contract or contracts
contemplating a sale under the De Minimis Sale Procedures, they
will serve a notice of the proposed De Minimis Sale by facsimile,
overnight delivery or hand delivery on:

    -- the Office of the U.S. Trustee for the District of
       Delaware;

    -- counsel to the Creditors Committee; and

    -- all known parties holding or asserting liens on or other
       interests in the assets that are the subject of the
       proposed De Minimis Sale and their respective counsel, if
       known.

Interested Parties will have 10 calendar days from service of the
Sale Notice to file and serve any objections to a De Minimis
Sale.  The Debtor will also file the Sale Notice with the Court.
The relevant Debtor or Debtors may consummate a De Minimis Sale
before the expiration of the applicable Notice Period if the
Debtor or Debtors obtain each Interested Party's written consent
to the De Minimis Sale.

On or before the 15th day of every calendar month, the Debtors
will file with the Court, and serve on all parties entitled to
notice in their bankruptcy cases, a report summarizing any De
Minimis Sales that were consummated pursuant to the De Minimis
Sales Procedures during the immediately preceding calendar month.

All buyers will take assets sold by the Debtors pursuant to the
De Minimis Sale Procedures "as is" and "where is," without any
representations or warranties from the Debtors as to the quality
or fitness of the assets for either their intended or any
particular purpose.  Buyers will, however, take title to the
assets free and clear of liens, claims, encumbrances and other
interests.  All the liens, claims, encumbrances and other
interests will attach to the proceeds of the sale.

                 De Minimis Sale to Baker & Taylor

The Debtors are mindful of their duties to maximize the value of
the estates and are working to obtain the highest consideration
for all their assets, but are concerned that unnecessary delay in
testing the results of their efforts would in fact decrease the
net income to the estate, Mr. Collins tells the Hon. Judge Christopher S.
Sontchi.

As a specific example, Mr. Collins says, the Debtors have no need
of an Accupack-sort system located on the mezzanine level of the
former AMS facility in Woodland, California, but under the terms
of their asset purchase agreement with Baker & Taylor, Inc., the
Debtors are obligated to remove the system, thereby incurring
rent for the space the system occupies until the removal is
completed.

While Baker & Taylor originally determined not to purchase the
system, it has since considered and wishes to acquire the system
for $15,000, coupled with a reduction in rent allocated to the
Debtors for the space occupied by the sorter, Mr. Collins
explains.

In accordance with the proposed De Minimis Sale Procedures, the
Debtors seek the Court's blessing to sell the Accupack-sort
system to Baker & Taylor.

Mr. Collins says the Debtors have solicited and entertained other
offers for the system, but when the additional consideration to
the estate in the form of reduced rent is considered, the offer
from Baker & Taylor proved superior.  The total benefit to the
estate from the Baker & Taylor offer is approximately $45,000,
while the highest offer from any other party was only $35,000.

Mr. Collins asserts that because there is a time element to be
considered in Baker & Taylor's purchase offer in the form of
avoided rent, the benefit to the estates diminishes the longer it
takes to consummate the sale, and the costs of running a formal
auction or filing a separate formal request could also
substantially diminish the net benefit to the estate.

                     About Advanced Marketing

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

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.

The Debtors' exclusive period to file a plan expires on Aug. 10,
2007.  (Advanced Marketing Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


ADVOCACY AND RESOURCES: Trustee Can Hire Baker Donelson as Counsel
------------------------------------------------------------------
Michael E. Collins, Chapter 11 Trustee for the Advocacy and Resources
Corporation's case, obtained authority from the U.S. Bankruptcy Court for
the Middle District of Tennessee, Cookeville Division, to employ Baker
Donelson Bearman Caldwell and Berkowitz PC as his counsel.

Baker Donelson is expected to:

   a) assist the Trustee in pursuing certain claims against the
      U.S. Department of Agriculture and related parties in an
      adversary proceeding commenced by the Trustee;

   b) assist the Trustee in addressing a number of issues
      regarding lien interests in any recovery from the
      litigation;

   c) assist the trustee in investigating claims that might be
      covered under the Debtor's liability and related insurance,
      including potential claims against the Debtor's former
      officers and directors; and

   d) assist the Trustee on other discreet matters where the
      firm's support is required beyond the resources available in
      the Trustee's firm.

The Trustee and Baker Donelson have agreed that any work of the firm will
be identified and communicated with the Trustee, to avoid duplication of
efforts between the Trustee's firm and Baker Donelson.

Mr. Collins tells the Court that Baker Donelson's hourly rate is based on
the terms of the prior application:

      Designation                     Hourly Rate
      -----------                     -----------
      Partners                        $275 - $500
      Associates                      $160 - $270
      Paralegals                      $110 - $160

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

Headquartered in Cookeville, Tennessee, Advocacy and Resources
Corporation is a non-profit corporation that manufactures food
products for feeding programs operated by the U.S. Government.
Customers include the U.S. Department of Agriculture, the
Department of Defense, and other private distribution firms.  The
company filed for chapter 11 protection on June 20, 2006 (Bankr.
M.D. Tenn. Case No. 06-03067).  John Hayden Rowland, Esq., at Baker
Donelson Bearman Caldwell and Berkowitz, P.C., represented the Debtor.
Michael Collins was appointed Trustee for the Debtors' bankruptcy cases on
July 12, 2006.  Michael Edward Collins, Esq. of Manier & Herod represents
the Trustee.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


ADVOCACY & RESOURCES: Court OKs Additional $250,000 Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee granted the
request of Michael E. Collins, Chapter 11 trustee for Advocacy & Resources
Corp.'s bankruptcy case, to obtain additional postpetition financing of
$250,000 from LLL&M LLC, on an interim basis, increasing the existing
Court-approved line of credit to $1,250,000.

The increase in the existing line of credit will enable the trustee to
fund the increased working capital requirement of the Debtor arising as a
result of the restart of the Debtor's operations in the fourth quarter of
2006.

Consistent with the original financing package offered by the lender, the
additional postpetition funding will be made available with any
substantial risk to the bankruptcy estate.  The terms of the additional
postpetition financing are identical to those authorized in the original
order, and prohibit the Lender from asserting or an administrative claim
in the case in the event that the newly-created collateral securing the
line of credit is insufficient to repay the balance of the financing upon
maturity or default.  As before, the increased funding does not alter any
existing liens on property of the estate.

A summary of the significant terms of the Original Letter of
Intent adopted into the Amended Letter of Intent is detailed.

   a. The lender will provide funds to the Debtor in the form of a
      postpetition revolving credit loan up to a maximum amount of
      $2,000,000.

   b. The loan will bear an interest rate of 20% per annum.

   c. The loan will be payable in full (with accrued interest)
      upon the earlier of:

      (i) Dec. 31, 2007;

     (ii) the Effective Date of any confirmed plan of
          reorganization;

    (iii) the closing date of any sale of the Gould Drive
          property; or

     (iv) the conversion of this case to a proceeding under
          Chapter 7 of the U.S. Bankruptcy Code.

   d. The loan will be secured by a lien on all post-petition
      inventory and receivables acquired and generated as a result
      of the loan proceeds but such lien shall have no effect or
      work to subordinate any liens asserted by AmSouth Bank, N.A.
      in any property owned or acquired prior to the funding of
      the loan.

   e. The lender will not assert or be entitled to an
      administrative claim in the case in the event that the
      collateral is insufficient to repay the balance of the Loan
      upon maturity or default.

The Court will convene a hearing tomorrow, May 29, 2007, to consider final
approval of the Debtors' request.

Headquartered in Cookeville, Tennessee, Advocacy and Resources
Corporation is a non-profit corporation that manufactures food
products for feeding programs operated by the U.S. Government.
Customers include the U.S. Department of Agriculture, the
Department of Defense, and other private distribution firms.  The
company filed for chapter 11 protection on June 20, 2006 (Bankr.
M.D. Tenn. Case No. 06-03067).  John Hayden Rowland, Esq., at Baker
Donelson Bearman Caldwell and Berkowitz, P.C., represented the Debtor.
Michael Collins was appointed Trustee for the Debtors' bankruptcy cases on
July 12, 2006.  Michael Edward Collins, Esq. of Manier & Herod represents
the Trustee.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


ADVOCACY & RESOURCES: Court Establishes June 15 as Claims Bar Date
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee set June
15, 2007, as the deadline for all creditors owed money by Advocacy &
Resources Corporation to file their proofs of claim.

The bar date refers to obligations on account of unsecured claims, except
any that may arise from the rejection of an executory contract.

Creditors must file written proofs of claim on or before the
June 15 Claims Bar Date to the:

     Clerk of the U.S. Bankruptcy Court
     U.S. Customs House
     701 Broadway, Suite 200
     Nashville, TN 37203

Copies must be sent to:

     Rebecca B. Howald, Esq.
     Manier & Herod
     One Nashville Place
     Suite 2200, 150 Fourth Avenue
     North Nashville, TN

Headquartered in Cookeville, Tennessee, Advocacy and Resources
Corporation is a non-profit corporation that manufactures food
products for feeding programs operated by the U.S. Government.
Customers include the U.S. Department of Agriculture, the
Department of Defense, and other private distribution firms.  The
company filed for chapter 11 protection on June 20, 2006 (Bankr.
M.D. Tenn. Case No. 06-03067).  John Hayden Rowland, Esq., at Baker
Donelson Bearman Caldwell and Berkowitz, P.C., represented the Debtor.
Michael Collins was appointed Trustee for the Debtors' bankruptcy cases on
July 12, 2006.  Michael Edward Collins, Esq. of Manier & Herod represents
the Trustee.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


AEROFLEX INC: Buyers Waive Rights to Submit Revised Proposal
------------------------------------------------------------
Aeroflex Incorporated has received a letter from an affiliate of General
Atlantic LLC and Francisco Partners stating that the affiliate will not
match the Veritas Capital superior proposal for the acquisition of
Aeroflex.

The letter also says that General Atlantic and Francisco Partners have
already waived their rights under the merger agreement to submit a revised
proposal for the acquisition.  In the letter, the affiliate further
demanded payment of a fee and expenses in accordance with the merger
agreement.

Aeroflex will not reach a determination on whether to terminate the merger
agreement with affiliates of General Atlantic and Francisco Partners until
its Board of Directors has met.

Aeroflex's special meeting of stockholders will not be held on
May 30, 2007.  If Aeroflex's Board of Directors determines to enter into
an agreement with respect to the superior proposal received from Veritas
Capital, the time of the new special meeting will be set in the near
future.

                          About Aeroflex

Aeroflex Incorporated (Nasdaq: ARXX) -- http://www.aeroflex.com/
-- is a global provider of high technology solutions to the aerospace,
defense, cellular and broadband communications markets. The company's
diverse technologies allow it to design, develop, manufacture and market a
broad range of test, measurement and microelectronic products.

                          *     *     *

As reported in the Troubled Company Reporter on May 15, 2007,
Moody's Investors Service assigned first-time long-term ratings to
Aeroflex Inc. (corporate family rating of B2) and a stable ratings
outlook.

Net proceeds from the $475 million first lien term loan and
$245 million second lien term loan together with the $60 million
first priority revolver (undrawn at closing) will be used to
finance Aeroflex's $1.2 billion buyout (including fees and
expenses) in a highly leveraged transaction.  The buyout, which is
subject to shareholder approval, also consists of a $423 million cash
equity investment from private equity sponsors, General Atlantic LLC and
Francisco Partners.


AIRTRAN HOLDINGS: Urges Midwest Shareholders to Vote for Nominees
-----------------------------------------------------------------
AirTran Holdings Inc., the parent of AirTran Airways, sent a letter to
Midwest Air Group shareholders urging them to vote FOR its nominees --
Jeffrey Erickson, Charles Kalmbach and John Albertine -- at the annual
meeting of Midwest shareholders on
June 14, 2007.

Joe Leonard, AirTran Holdings' Chairman and CEO, stated that their three
nominees provide a fresh perspective to the Board, rather than vote for
the re-election of three Directors who have served simply as a "rubber
stamp" for Midwest Management.

Mr. Leonard recounted that while the election of AirTran's three nominees
will not produce a board majority capable of compelling the adoption of
policies AirTran endorses, the nominees will be able to help ensure that
all options and opportunities for the company are fairly and thoroughly
considered.

On April 13, 2007, the Board of Midwest rejected AiTran's most recent
offer of $15 per share, made on April 2, 2007.  The AirTran offer
represents a 65% premium to the $8.13 price that Midwest stock was trading
on Dec. 12, 2006, the day before AirTran publicly disclosed its initial
Oct. 20, 2006, offer.

Mr. Leonard wrote that while the Midwest Board and management continue to
resist the compelling strategic and financial benefits of the transaction,
Midwest's owners -- its shareholders -- are in favor of the merger.  On
May 16, 2007, the holders of 57% of Midwest's outstanding shares evidenced
their support by tendering into AirTran's Offer.

Despite the substantial number of shares tendered, Midwest summarily
dismissed and downplayed the shareholders' view by saying "We don't find
these results to be overwhelming ... The tender offer changes nothing and
these results change nothing.  At the end of the day, the board remains in
total control over whether a transaction occurs."

Mr. Leonard agrees with that sentiment: it is the decision of the Board.
That is why AirTran has nominated three individuals for election to the
Board of Directors of Midwest at the next annual meeting of stockholders.

Midwest shareholders who have questions about how to tender their shares
may call AirTran's Information Agent, Innisfree M&A Incorporated,
toll-free at (877) 456-3422.  (Banks and Brokers may call collect at (212)
750-5833).

                          About AirTran

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.

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


ALLIED HOLDINGS: Names Mark Gendregske as President and CEO
-----------------------------------------------------------
Allied Holdings Inc. and its debtor-affiliates appointed Mark J.
Gendregske as president and chief executive officer, effective June 1,
2007.

Pursuant to the Debtors' Court-approved Joint Plan of Reorganization, Mr.
Gendregske will also be appointed as a director of the Debtors.  Mr.
Gendregske brings to the Debtors a strong background in both the logistics
and automotive industries.

Prior to joining Allied, Mr. Gendregske served as President and Chief
Executive Officer of Vector SCM, a supply chain logistics company formed
as a joint venture between General Motors and Menlo Worldwide, Inc. that
focused on new vehicle deliveries and aftermarket shipments.  Mr.
Gendregske also served over twenty years at DaimlerChrysler Corporation in
various roles related to procurement, supply chain logistics and labor
relations before leaving to join Vector SCM.

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.

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


ALTIUS IV: S&P Rates $2.5 Million Class E Notes at BB+
------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary ratings to
Altius IV Funding Ltd./ Altius IV Funding Corp.'s
$1.5 billion floating-rate notes.

The preliminary ratings are based on information as of May 25, 2007.
Subsequent information may result in the assignment of final ratings that
differ from the preliminary ratings.

The preliminary ratings reflect:

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

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

     -- The experience of the collateral manager; and

     -- The legal structure of the transaction, which includes the
        bankruptcy remoteness of the issuer.

                    Preliminary Ratings Assigned
           Altius IV Funding Ltd./Altius IV Funding Corp

                 Class         Rating         Amount
                 -----         ------         ------
                 A-1F          AAA         $644,850,000
                 A-1B          AAA         $644,850,000
                 A-1V          AAA             $300,000
                 A-2a          AAA          $50,000,000
                 A-2b          AAA          $55,000,000
                 B             AA           $66,000,000
                 C             A            $19,500,000
                 D             BBB          $12,000,000
                 E*            BB+           $2,500,000
                 S¶            AAA                  [ ]
                 Income notes  NR            $7,500,000


*Class E will be unfunded at closing.  The notes can be issued with par
amount of up to $2.5 million on a quarterly payment date at the written
direction of the equity shareholders.  This issuance option is a single
option and may only be exercised once.  It was analyzed as if the entire
amount had been issued at closing.  The proceeds from the class E note
issuance will be used to redeem the income notes.

NR—Not rated.


AMSCAN HOLDINGS: $50MM Credit Increase Cues S&P to Affirm Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery ratings
on Amscan Holdings Inc.'s $575 million proposed senior secured credit
facilities, following the announcement that the company will increase the
asset-based revolving credit facility by $50 million and decrease the term
loan by $50 million.

The facility now comprises a $200 million ABL revolver, which is rated
'BB-', with a recovery rating of '1', indicating an expectation of full
(100%) recovery of principal in the event of payment default; and a $375
million first-lien term loan B, which is rated 'B', with a '3' recovery
rating, indicating expectations of meaningful (50%-80%) recovery of
principal in the event of a payment default.

Despite a higher level of priority debt in the capital structure as a
result of the increase in the ABL, term loan lenders should continue to
expect meaningful recovery.  Additionally, there will be a 101 soft call
protection on the first lien term loan B for the first year after close,
meaning that the company would be obligated to repay 101% of the
outstanding principal balance
if it prepays the loan within the first year.

Ratings List

Amscan Holdings Inc.
Corporate Credit Rating           B/Negative/--
Senior Secured
  $200 Million ABL
   Revolving Credit Facility       BB- (Recovery Rating: 1)
  $375 Million First-Lien
   Term Loan B                     B (Recovery Rating: 3)

Headquartered in Elmsford, New York, Amscan Holdings Inc. makes
more than 400 specially designed ensembles of party accessories
and novelties, including balloons, invitations, pi¤atas,
stationery, and tableware.  Amscan sells to more than 40,000
retail outlets worldwide, mainly party goods superstores, mass
merchandisers, and other distributors.  Party City accounted for
about 13% of sales before the firm bought it in 2005.  Amscan
itself makes party items (which bring in about 60% of sales) and
buys the rest from other manufacturers, primarily in Asia.  It
has production and distribution facilities in Asia, Australia,
Europe, and North America.  Berkshire Partners and Weston
Presidio are Amscan's principal owners.


ASARCO LLC: Can Amend Purchase Agreement with Globeville I
----------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas permitted ASARCO LLC and its debtor-affiliates
to enter into a second amendment of their purchase and sale agreement with
Globeville I, LLC.

The PSA relates to the proposed sale of certain of ASARCO's real property
in Denver and Adam, Colorado.  Under the PSA, Globeville has until a
certain period of time to conduct due diligence on ASARCO's title to the
Denver Property and ASARCO's environmental condition.

The initial Contingency Date was 90 days after entry of the
bidding procedures order.  The PSA, however, gives Globeville the
right to extend the Contingency Date for two 30-day periods by
notifying ASARCO of the extension and placing $25,000 in escrow
for each extension.

The second amendment provides for an extension of the Contingency
Date and addresses environmental compliance before the
Contingency Date.

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Can Extend CAP Contract Term to 100 Years
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized ASARCO LLC and its debtor-affiliates to execute the
contemplated amendments to the Central Arizona Water Project Contract.

The CAP Contract provides for the delivery of water and
repayments costs of the Project.  Among the amendments are the
extension of the contract term to 100 years and the clarification
of the priority entitlement to water parties unrelated to ASARCO.

ASARCO's execution of the CAP Contract Amendment will not
constitute a new contract nor an assumption or rejection of the
original CAP Contract.  ASARCO's right to later assume or reject the
Amended CAP Contract in its entirety is preserved.

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


BASELL AF: Moody's Rates EUR1.65 Bln New Bank Facilities at Ba2
---------------------------------------------------------------
Moody's Investors Service changed the outlook on ratings of Basell AF SCA
and its subsidiaries to positive and assigned Ba2/LGD 2 (29%) to the new
EUR1.65 billion senior secured bank facilities raised by the group to
refinance part of its original LBO package.

Basell performance in 2006 was robust as the company continued to benefit
from the cyclical upturn in the polyolefin markets. Strong pricing
environment and growing volumes allowed Basell to generate strong FCF and
reduce its absolute debt to a more sustainable level.  Taking into account
the effects from the change in the technology revenue accounting policy,
Basell's reported EBITDA stood at EUR1.1 billion and adjusted leverage was
reduced to x3.2 times at the end of 2006.

In the medium term, Moody's notes that Basell's FCF will be mainly
affected by CAPEX requirements (including part of the rebuild of
Munchsmunster not covered by insurance compensation) and equity
contributions to the JVs to deliver future profitable growth; while an
efficient WC management, further strengthening of FCF contribution from
the differentiated products and increasing distributions from the new JVs
are expected to support Basell's FCF as the cycle turns.

Moody's review of the outlook for positive reflects continued strength of
the polyolefins cycle, while the key risks relate to the prospects of
sustained GDP growth in Basell's key markets and in Asia.  Looking
forward, the improvement of the ratings will depend on the ability to
sustain strong FCF through the cycle and maintain the strong balance
sheet. Moody's expects that Basell will continue to exercise its prudent
financial discipline, while actively managing its portfolio of assets.
The rating and the outlook do not factor any M&A activity.

In May 2007, Basell refinanced its senior secured bank facilities with new
EUR1.65 billion revolving facilities supported by guarantees and
first-ranking pledge of shares in group companies representing at least
50% of EBITDA and 65% of total assets.

These ratings were affected:

   * Basell AF SCA:

     -- Corporate Family Rating -- Ba3 / PD rating - Ba3;

     -- EUR500 million and US$615 million 2015 senior secured
        guaranteed notes - B2 / LGD at 5 (84%);

   * Basell Finance Company

     -- USD 300 m senior guaranteed notes - B2 / LGD at 5 (84%);

   * Basell AF SCA and its subsidiaries

     -- Senior secured bank facilities - PD at Ba2 and LGD at 2
        (29%).

Based in The Netherlands, Basell AF SCA -- http://www.basell.com/--
produces polypropylene and advanced polyolefins products, a leading
supplier of polyethylene and catalysts, and a global leader in the
development and licensing of polypropylene and polyethylene processes.
The company, together with its joint ventures, has manufacturing
facilities around the world and sells products in more than 120 countries.
With research and development activities in Europe, North America and the
Asia-Pacific region, Basell is continuing a technological heritage that
dates back to the beginning of the polyolefins industry.  In 2006, the
Company reported Revenues of EUR10.5 billion and EBITDA of EUR1.1 billion.

Basell has regional offices in Belgium, Germany, the United States, Brazil
and Hong Kong, as well as sales offices in the major markets around the
globe.


BEAR STEARNS: DBRS Puts Low-B Ratings on 4 Series 2007-N5 Certs.
----------------------------------------------------------------
Dominion Bond Rating assigned these ratings to the NIM Notes, Series
2007-N5-III and Series 2007-N5-IV, issued by Bear Stearns Structured
Products Inc. NIM Trust 2007-N5 Notes.

   -- $17.2 million Class III-A-1 rated at A (low)
   -- $5.3 million Class III-A-2 rated at BBB (low)
   -- $2.1 million Class III-A-3 rated at BB (high)
   -- $11.5 million Class III-A-4 rated at B

   -- $10.9 million Class IV-A-1 rated at A (low)
   -- $3.2 million Class IV-A-2 rated at BBB (low)
   -- $1.2 million Class IV-A-3 rated at BB (high)
   -- $6.0 million Class IV-A-4 rated at B

The NIM Notes, Series 2007-N5-III and IV are backed by 100% interest in
the underlying Class II-C and III-C Certificates issued by Bear Stearns
Second Lien Trust 2007-1.  The underlying Class II-C and III-C
Certificates will be entitled to receive the excess cash flows and
prepayment charges, if any, generated by
the mortgage loans each month after payment of all the required
distributions.  The NIM Notes will also benefit from net swap cash flows
from the underlying swap agreements with Bear Stearns Financial Products
Inc.

Payments on the NIM Notes, Series 2007-N5-III and Series 2007-N5-IV will
be made on the first business day after the distribution date of the
underlying certificates, commencing in May 2007.  The distribution of
interest and principal to the NIM Notes, Series 2007-N5-III and IV will be
made sequentially to noteholders until the principal balance of each such
class has been paid to zero.  Any remaining amounts will be paid in full
to the noteholders of the Class III-C and IV-C issued by the NIM Trust.
The Classes I-C through V-C Notes, as well as the NIM Notes, Series
2007-N5-I and Series 2007-N5-II are not rated by DBRS.

The mortgage loans in the underlying trust BSSLT 2007-1 Trust
were primarily originated by Bear Stearns Residential Mortgage
Corporation, Alliance Bancorp and SouthStar Funding, LLC.  The loans from
the BSSLT 2007-1 Trust are fixed-rate, second-lien mortgages, which are
subordinate to the senior-lien mortgages
on the respective properties.


BECTON DICKINSON: Strong Cash Flow Spurs S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on Franklin
Lakes, New Jersey-based Becton Dickinson & Co. to positive from stable.

"The action reflects the company's steady growth in its medical products
and customer base, which has contributed to its increasing scale and
diversity, and its disciplined acquisition strategy," explained Standard &
Poor's credit analyst Cheryl Richer.  "In addition, strong cash flow has
enabled the company to fund common stock dividends, share repurchases, and
acquisitions from internally generated cash."

The ratings on Becton Dickinson & Co. reflect the company's operating
strength as a large multinational medical products manufacturer.  Becton
Dickinson has a broad portfolio of relatively noncyclical and entrenched
product lines that generate strong recurring cash flow.  Financial
policies are conservative. Well-established distribution channels, sales
arrangements with most U.S. group purchasing organizations, low-cost
manufacturing, and a reputation for quality support the company's strong
business risk profile.  These factors, to a large degree, mitigate the
risks of participating in a competitive industry with a fairly high demand
for innovation.

Further penetration of new, higher margin devices should maintain
operating margins in the high 20%'s, return on permanent capital of more
than 20%, and EBITDA interest coverage at more than 15x.  Although the 51%
of sales generated outside the U.S. offers diversification benefits, it
also heightens foreign exchange risk; the company hedges only about 60% of
its exposure.  At March 31, 2007, debt leverage remained conservative,
with total debt to capital at 30%.

Headquartered in Franklin Lakes, N.J., Becton, Dickinson and Company
(NYSE:BDX) -- http://www.bd.com/-- is a global medical technology company
that manufactures and sells medical devices, instrument systems and
reagents.  Founded in 1897, BD employs approximately 27,000 people in
approximately 50 countries throughout the world.


BEST MANUFACTURING: Trustee Sets Section 341(a) Meeting on June 4
-----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Best Manufacturing
Group LLC and its debtor-affiliates' creditors on June 14, 2007, 9:00
a.m., at Suite 1401, One Newark Center, in Newark, New Jersey.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Jersey City, New Jersey, Best Manufacturing
Group LLC -- http://www.bestmfg.com/-- and its subsidiaries
manufacture and distribute textiles, career apparel and other
products for the hospitality, healthcare and textile rental
industries with satellite operations located across the United
States, Canada, Mexico and Asia.

The company and four of its subsidiaries filed for chapter 11 protection
on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).  The case was
converted to Chapter 7 on May 3, 2007.

Stacey L. Meisel was appointed as Chapter 7 Trustee on May 4, 2007.
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
represents the Debtors.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, and Brian L. Baker, Esq., and Stephen B. Ravin, Esq., at
Ravin Greenberg PC, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their creditors,
they estimated assets and debts of more than $100 million.


BEST MANUFACTURING: Ch. 7 Trustee Selects Becker Meisel as Counsel
------------------------------------------------------------------
Stacey L. Meisel, Esq., Chapter 7 Trustee for Best Manufacturing Group LLC
and its debtor-affiliates' cases, seeks permission from the U.S.
Bankruptcy Court for District of New Jersey to employ Becker Meisel LLC as
her counsel.

Becker Meisel will:

   a) provide legal assistance in reviewing liens, claims, matters
      involving the use and sale of property, investigation into
      assets and liabilities of the Debtors; and

   b) assist the Trustee in the administration of the assets of
      the estate.

Ms. Meisel, a partner at Becker Meisel LLC, tells the court of the firm's
professional hourly rates:

      Designation                          Hourly Rate
      -----------                          -----------
      Partners                             $250 - $450
      Associates                           $160 - $250
      Paralegals and law clerks            $ 75 - $125

Ms. Meisel assures the Court that the firm 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.

Ms. Meisel can be reached at:

Becker Meisel LLC
No. 354 Eisenhower Parkway,
Livingston, NJ 07039
Tel: (973) 422-1100

Headquartered in Jersey City, New Jersey, Best Manufacturing
Group LLC -- http://www.bestmfg.com/-- and its subsidiaries
manufacture and distribute textiles, career apparel and other
products for the hospitality, healthcare and textile rental
industries with satellite operations located across the United
States, Canada, Mexico and Asia.

The company and four of its subsidiaries filed for chapter 11 protection
on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).  The case was
converted to Chapter 7 on May 3, 2007.

Stacey L. Meisel was appointed as Chapter 7 Trustee on May 4, 2007.
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
represents the Debtors.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, and Brian L. Baker, Esq., and Stephen B. Ravin, Esq., at
Ravin Greenberg PC, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their creditors,
they estimated assets and debts of more than $100 million.


BIOVAIL CORPORATION: Earns $93.8 Million in Quarter Ended March 31
------------------------------------------------------------------
Biovail Corporation reported financial results for the three-month period
ended March 31, 2007.  The company also disclosed its intention to file an
amended and restated Form 20-F for the fiscal year ended Dec. 31, 2006,
and such other reports as may be required, as a result of the
understatement of Biovail's reported net income for fiscal 2005 and 2006
in the amount of $10.2 million and $7.7 million, respectively.

Total revenues for the three months ended March 31, 2007 were
$247 million, compared with $222.6 million for the first quarter of 2006,
an increase of 11%.  First-quarter 2007 net income was $93.8 million,
compared with $68.4 million for the corresponding 2006 period.

Operating income for the first quarter of 2007 was $98.6 million, compared
with $81.7 million in the corresponding period in 2006. As a percentage of
revenues, operating income was 39.9% in the first quarter of 2007,
compared with 36.7% in the first quarter of 2006.

                     Balance Sheet & Cash Flow

As of March 31, 2007, the company listed $2.2 billion in total assets,
$851.5 million in total liabilities, and $1.3 billion in total
shareholders' equity.

At the end of the first quarter of 2007, Biovail had cash balances of
$870.2 million.  Effective April 1, 2007, Biovail redeemed all of its
outstanding 7-7/8% Senior Subordinated Notes for a total cash outlay of
$422 million, which includes accrued interest and a 1.969% premium for the
early redemption of the Notes. Following the redemption, and the final
payment on the Zovirax(R) obligation on April 2, 2007, Biovail is
debt-free.

Cash flow from operations was $119.8 million in the first quarter of 2007,
compared with $94.7 million in the first quarter of 2006, an increase of
27%.  Net capital expenditures in the first quarter of 2007 amounted to
$5.7 million, compared with $17.9 million in the prior-year period.
Capital expenditures in 2006 reflect the expansion of the company's
manufacturing facility in Steinbach, Manitoba, which is now complete.  In
the first quarter of 2007, Biovail made dividend payments totaling $80.2
million.

"Despite the loss of exclusivity on the 300mg strength of Wellbutrin
XL(R), we have begun 2007 on solid footing," said Biovail chief executive
officer Dr. Douglas Squires.  "Biovail's business remains strong.  Our
confidence in Ultram(R) ER is further supported by recent prescription
trends, and with an FDA action date for BVF-033 in July and a maturing
development pipeline, Biovail is entering a new-product cycle that should
drive long-term growth for the company."

                      Restatement Information

Biovail will file an amended and restated Form 20-F for 2006, and such
other reports as may be required, to correct for the effects of the
following error in the computation of amortization expense, which is a
non-cash item.

During the 2007 first-quarter financial statement close process, the
company detected a data error in a supporting schedule used to (a) track
quantities of Zovirax(R) products that the Company may purchase at reduced
supply prices from GSK, and (b) calculate amortization expense of the
long-term asset being amortized to cost of goods sold relative to the
amount of Zovirax(R) that can be purchased at those reduced supply prices.

The cumulative effect of the error in fiscal years 2005 and 2006 resulted
in an increase of $17.3 million to other assets in the restated
consolidated balance sheet at Dec. 31, 2006, with a corresponding
adjustment to deficit in shareholders' equity.

Accordingly, Biovail has adjusted the accompanying consolidated statement
of income for the three months ended March 31, 2006 for a misstatement
related to the accounting for foreign exchange, which is a non-cash item,
in the amount of $300,000.  For fiscal 2005, the effect of this
restatement is to increase net income by $2.2 million; while in 2003 the
net loss is increased by
$2.9 million, and in 2004 and 2006 net income is reduced by
$1.2 million and $1.6 million, respectively.  In the accompanying
consolidated balance sheet at Dec. 31, 2006, the cumulative effect of this
misstatement in fiscal years 2003 through 2006 resulted in an increase of
$3.5 million to accumulated other comprehensive income, with a
corresponding adjustment to deficit in shareholders' equity.

                           About Biovail

Based in Ontario, Canada, Biovail Corp. (NYSE: BVF) (TSX: BVF)
-- http://www.biovail.com/-- is a specialty pharmaceutical company,
engaged in the formulation, clinical testing, registration, manufacture
and commercialization of pharmaceutical products utilizing advanced
drug-delivery technologies.

                          *     *     *

Biovail Corporation continues to carry Moody's Investors Service's Ba3
long-term corporate family rating, B1 senior subordinated notes, and Ba3
probability-of-default rating.  The outlook remains stable.

The company also continues to carry Standard & Poor's BB+ long-term
foreign and local issuer credit ratings and stable outlook.


BIOVAIL CORPORATION: Earns $115.3 Million in Fourth Quarter 2006
----------------------------------------------------------------
Biovail Corporation reported that its total revenues for the three months
ended Dec. 31, 2006, were $307.6 million, compared with $287.6 million for
the fourth quarter of 2005, an increase of 7%.  Total revenues for the 12
months ended Dec. 31, 2006, were
$1.1 billion, compared with $935.5 million for the full year of 2005, an
increase of 14%.  Fourth-quarter 2006 net income was $115.3 million,
compared with $119.7 million for the corresponding 2005 period.  For the
12 months ended Dec. 31, 2006, net income was $203.9 million, compared
with $236.2 million for the same period a year earlier.

Net income for the fourth quarter of 2006 was negatively impacted by

     -- a $15.1-million charge related to the December 2006
        restructuring of the company's U.S. commercial operations;

     -- an $11.7-million payment representing the company's share
        of the costs associated with a litigation settlement
        between GlaxoSmithKline plc and Watson Pharmaceuticals
        Inc.;

     -- a $2.7-million litigation settlement related to the
        company's licensing in 1999 of Adalat CC products from
        Elan Corporation, plc, an additional $1.9-million
        provision related to a contract-loss provision in the
        Wellbutrin XL(R) agreement with GSK; and

     -- an additional $1.6-million charge related to a lost-
        profits provision in the company's agreement with Kos
        Pharmaceuticals, Inc. pertaining to Cardizem(R) LA.

                     Balance Sheet & Cash Flow

As of Dec. 31, 2006, the company posted $2.2 billion in total assets,
$890.2 million in total liabilities, and $1.3 billion in total
shareholders' equity.

At the end of December 2006, Biovail's cash balances were
$834.5 million, with no outstanding borrowings under its credit facility.

Cash flows from continuing operations were $235.6 million in the fourth
quarter of 2006 and $522.5 million in full year of 2006, compared with
$223.4 million and $501.9 million in the corresponding periods of 2005.
Net capital expenditures amounted to $6.1 million in the fourth quarter of
2006 and $44.8 million in the full year of 2006, compared with $13.7
million in the fourth quarter of 2005 and $37.8 million in the full year
of 2005.  The increase in 2006 reflects the expansion of the company's
Steinbach manufacturing facility, which is essentially complete.

"Biovail once again performed well against its financial objectives,
surpassing the $1 billion mark in total revenues for the first time,
generating over $520 million in cash flow from operations in 2006, and
ending the year with over $830 million in cash," said Biovail chief
executive officer Dr. Douglas Squires.  "Despite the
earlier-than-anticipated launch of a generic formulation of Wellbutrin
XL(R) 300mg tablets, the strong cash-flow generation of the company's
business model should allow Biovail to grow its business through focused
investments in research and development, while providing the flexibility
for substantial dividend payments to our shareholders."

              Revised U.S. Commercialization Strategy

In December 2006, Biovail said it would leverage strategic partners to
promote its products to specialist physicians in the United States, which
is consistent with the company's approach to commercializing products in
the U.S. primary-care market since the May 2005 strategic alliance with
Kos.  As a result, the Biovail Pharmaceuticals Inc. specialty sales force
and related support functions were eliminated.  BPI ceased co-promotional
efforts for Ultram(R) ER and Zoladex 3.6mg.

With respect to Zovirax(R), in December 2006, Biovail entered into an
exclusive promotional-services agreement with Sciele Pharma Inc. whereby
Sciele's Primary Care and Women's Health sales forces now promote
Zovirax(R) Ointment and Zovirax(R) Cream to U.S. physicians.  Under the
terms of the agreement, which has an initial term of five years, Biovail
compensates Sciele for providing detailing and sampling support for the
products.  In addition, Sciele is entitled to incentive fees if certain
baseline revenue targets are met.

                     Revised Dividend Policy

In December 2006, Biovail's Board of Directors adopted a new dividend
policy that contemplates the payment of an annual dividend of $1.50 per
common share, paid quarterly in increments of $0.375 per common share
subject to Board approval, a 200% increase relative to the company's
former policy.

                   Wellbutrin XL(R) Settlement

On March 5, 2007, Biovail said that, following a review by the
Federal Trade Commission that was requested by the parties, a
comprehensive settlement had been reached with Anchen Pharmaceuticals LLP,
Impax Laboratories Inc., Watson and Teva Pharmaceutical Industries Ltd.
related to Wellbutrin XL(R).  The settlements include, among other things,
the dismissal of Biovail's patent-infringement actions against each of
Impax and
Watson related to their abbreviated new drug applications for generic
formulations of Wellbutrin XL(R).  Under the terms of the agreement, with
defined exceptions, none of Teva, Anchen, Impax, and Watson may market a
generic version of the 150mg strength of Wellbutrin XL(R) until 2008.

                           2007 Guidance

Biovail is reiterating its 2007 guidance for total revenues of $800
million to $850 million and cash flows from operations of $320 million to
$340 million.

                           About Biovail

Based in Ontario, Canada, Biovail Corp. (NYSE: BVF) (TSX: BVF)
-- http://www.biovail.com/-- is a specialty pharmaceutical company,
engaged in the formulation, clinical testing, registration, manufacture
and commercialization of pharmaceutical products utilizing advanced
drug-delivery technologies.

                          *     *     *

Biovail Corporation continues to carry Moody's Investors Service's Ba3
long-term corporate family rating, B1 senior subordinated notes, and Ba3
probability-of-default rating.  The outlook remains stable.

The company also continues to carry Standard & Poor's BB+ long-term
foreign and local issuer credit ratings and stable outlook.


BOMBAY CO: Inks $10MM Secured Term Loan Facility with GB Merchant
-----------------------------------------------------------------
The Bombay Company Inc. has entered into an agreement for a new
$10 million, secured term loan facility with a fund managed by
GB Merchant Partners LLC.

The facility is coterminous with the company's existing
$125 million secured revolving credit facility with GE Commercial Finance,
Corporate Lending and was arranged by GE Capital Markets Inc. as Sole Lead
Arranger.

The new facility will provide incremental liquidity to fund
working capital requirements and other corporate needs.

"The company is pleased to have the new term loan agreement with GB
Merchant Partners LLC in place," David B. Stewart, chief executive
officer, indicated.  "The company expects that the facility will provide
greater liquidity as it continues to execute the company's transformation
plan."

The company also noted that William Blair & Company, engaged by the board
of directors, to investigate strategic alternatives, has received
non-binding offers to purchase the company at prices that are premiums to
the closing price.  It should be emphasized that these offers are
non-binding and that they are subject to material conditions including
substantial due diligence.  While the board is encouraged by these offers,
there is no assurance that these offers will ultimately lead to a
transaction.  The board does not intend to report on the progress until
the appropriate time in the future.

                       About Bombay Company

Headquartered in Fort Worth, Texas, The Bombay Company Inc.
(NYSE:BBA) -- http://www.bombaycompany.com/-- designs, sources,
and markets home furnishings, wall decor products, and decorative
accessories in the U.S. and Canada.  The company offers a range of
furniture that include both wood and metal furniture for bedrooms,
home offices, dining rooms, and living rooms, as well as
occasional furniture that comprises wood and metal hall tables,
end and coffee tables, plant stands, and other small accent tables
and curios.

                       Going Concern Doubt

PricewaterhouseCoopers LLP raised substantial doubt about The Bombay
Company Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Feb. 3, 2007, Jan. 28,
2006, and Jan. 29, 2005.  The auditor pointed to the company's operating
losses, negative cash flows, and accumulated deficit.


BOYD GAMING: Completes $4 Billion Revolving Credit Facility
-----------------------------------------------------------
Boyd Gaming Corporation has completed its new $4 billion revolving credit
facility.  The new bank line replaces the company's existing credit
facility.

Boyd Gaming will use the proceeds to finance development initiatives and
other general corporate purposes, and will
benefit from reduced interest costs and greater financial flexibility.

Drawn 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.

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a diversified owner and operator of 17
gaming entertainment properties located in Nevada, New Jersey,
Mississippi, Illinois, Indiana, Louisiana and Florida.  The company is
also developing Echelon, a world-class destination resort 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.


BPO MANAGEMENT: Posts $1,357,531 Net Loss in First Quarter 2007
---------------------------------------------------------------
BPO Management Services Inc. $2,000,594 total revenues and $1,357,531 net
loss for the three months ended March 31, 2007, as compared with
$1,621,868 total revenues and $470,508 net loss for the three months ended
March 31, 2006.  Total net revenues primarily consisted of net revenues
from enterprise content management, IT Outsourcing services, and human
resource outsourcing services.

The company's principal sources of liquidity at March 31, 2007, consisted
of $612,017 in cash and cash equivalents.  Cash and cash equivalents
decreased by $94,180 during the first quarter of fiscal 2007.  The company
incurred net losses from operations of $865,476 and $472,389 and used cash
in operations of $431,124 and $358,148 in the first quarter of 2007 and
2006, respectively.

The primary reasons for cash used in operations during the first quarter
of fiscal 2007 were net loss of $1,357,531 that included non-cash charges
related amortization of the loan discount in the amount of $430,802,
depreciation and amortization expense of $106,702, and share-based
compensation expense of $53,999. In addition, the timing differences in
the payment of the company's current liabilities and collection of the
company's current assets also contributed to the cash used in operations.

The primary reason for cash used in operations during the first quarter of
2006 was net loss of $470,508, which included $245,265 of cost allocated
to one large contract acquired from the ADAPSYS entities in 2005.

At March 31, 2007, the company had $8,122,852 total assets, $6,771,927
total liabilities, and $1,350,925 total stockholders' equity.  The company
posted $5,458,237 accumulated deficit at March 31, 2007.

The company had strained liquidity with $2,064,623 total current assets
available to pay $6,096,916 total current liabilities at March 31, 2007.

A full-text copy of the company's first quarter 2007 report is available
for free at http://ResearchArchives.com/t/s?204c

                       About BPO Management

BPO Management Services Inc. -- http://bpoms.com/-- is a business
process outsourcing service provider that offers a diversified
range of on-demand services, including human resources,
information technology, enterprise content management, and finance
and accounting, to support the back-office functions of middle-
market enterprises on an outsourced basis.

                        Going Concern Doubt

Kelly & Company, in Costa Mesa, Calif., expressed substantial
doubt about BPO Management Services Inc. fka netGuru Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006.
The auditing firm pointed to the company's net losses for the year
ended Dec. 31, 2006, of $2.6 million and for the period from
July 26, 2005, to Dec. 31, 2005, of $800,520.  The firm also noted
the company's reliance upon private equity funding to fund its
operating capital requirements.


BRENT FORBES: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brent Forbes Trucking, L.L.C.
        4930 South Stanton
        Springfield, MO 65810

Bankruptcy Case No.: 07-60730

Chapter 11 Petition Date: May 25, 2007

Court: Western District of Missouri (Springfield)

Debtor's Counsel: David E. Schroeder, Esq.
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Peterbilt of Springfield         promissory note        $31,000
3026 North Mulroy
Strafford, MO 65757

Wicks Truck Trailer              open account            $1,700
2135 West Old Route 66
Springfield, MO 65757

Ozarko Tire                      open account            $1,100
2145 East Kearney
Springfield, MO 65803


CANWEST MEDIAWORKS: DBRS Reviews B Rating on Senior Subor. Notes
----------------------------------------------------------------
Dominion Bond Rating Service has moved CanWest MediaWorks Inc.'s ratings
to Under Review with Negative Implications from Under Review with
Developing Implications.  DBRS originally placed CanWest Under Review with
Developing Implications at the beginning of this year after its decision
to invest in the assets of Alliance Atlantis Communications Inc.

Rating under review:

   * Issuer Rating -- Negative BB
   * Senior Subordinated Notes -- Negative B (high)

The rating actions reflect the increased pressure on the company’s core
operations due:

   1. the underperformance in the Canadian television operations
      due to intense competition; and

   2. continued weakness at its Australian television investment
      due to softness in the advertising market.

Also the rating actions reflect concerns over the clarity of the Company’s
current strategic direction and the increased propensity for event risk.
DBRS notes that the proposed privatization of the Fund is one of a number
of transactions initiated recently.

In January 2007 the Company agreed to invest $200 million for a 29%
economic interest in the Alliance Atlantis Specialty Channels operations,
which is expected to close in August 2007.

The rating action is based on a number of factors, including
the Company's recent announcement that it plans to take CanWest MediaWorks
Income Fund private by purchasing the 25.7% interest it does not own for
$9.00 per unit, or approximately $495 million.  As a result, DBRS placed
the Fund’s stability rating, STA-3 (high), Under Review with Developing
Implications.

DBRS expects that the transaction will be funded through a
$1.3 billion short-term credit facility at CanWest MediaWorks LP, part of
which DBRS expects will be used to refinance the LP’s existing $825
million credit facility.  While this facility may have limited resource to
CanWest, DBRS remains concerned about the overall pressure on the group's
financial profile.  Concurrent with the privatization of the Fund, debt
levels could increase moderately at CanWest, potentially pressuring the
Company's financial risk profile at the corporate level.

Additionally, the Company reported in May 2007 that it has
entered into an agreement to dispose of CanWest MediaWorks (NZ) Ltd.,
which DBRS expects will generate gross proceeds of roughly
$310 million.  CanWest also reported in December 2006 that it
is exploring the possible sale of its Australian television operations,
Network TEN.  While DBRS expects the sale of Network TEN could generate in
excess of $2 billion in proceeds, the use
of the proceeds remains unclear.


CARDIOVASCULAR BIO: Secures $15MM Equity Placement From FirmInvest
------------------------------------------------------------------
CardioVascular BioTherapeutics Inc. has secured a $15 million private
equity placement from a Swiss firm FirmInvest AG, whose principals are
longstanding shareholders of CVBT.

The contract is for 15 million shares of common stock at $1 each. No
warrants or dilutive securities will be issued in connection with the
private placement and the private placement does not provide for
registration rights.

"This financing from FirmInvest will give the company the opportunity and
the funding necessary to complete the patient dosing of our Phase II
Coronary Heart Disease clinical trial while continuing to advance our
other clinical trials," stated Dr. Thomas Stegmann, Co-President and Chief
Medical Officer.

Dr. Stegmann further stated, "I am optimistic that this Phase II Coronary
Heart Disease clinical trial, which will include patients with end-stage
Coronary Heart Disease, will confirm the results of our previous clinical
trials using our angiogenic protein therapy. Now that we have this private
placement available, and given the importance of the Phase II Coronary
Heart Disease trial to the valuation of our company which is now at an all
time low, the Company has decided to defer its London AIM listing until
later in 2007."

"Over the next six to 12 months, I believe CVBT will have more information
regarding the medical viability of our angiogenic treatments for coronary
heart disease, peripheral arterial disease, wound healing, and chronic
back pain," said Dan Montano, CVBT’s Chief Executive Officer.
"Additionally, over the next six to 12 months we expect to ascertain the
level of interest for partnership opportunities with one or more of our
drug candidates."

Mr. Montano further stated, "Founded in 1998, CVBT has raised over $90
million from investors, including this private placement, to advance Dr.
Stegmann’s discovery.  As such, before the company conducts a major public
offering, I believe it is in the best interest of CVBT and its
shareholders to first complete the patient dosing of the Phase II Coronary
Heart Disease trial."

                       About FirmInvest AG

Headquartered in Zurich, Switzerland, FirmInvest AG --
http://www.firminvest.ch/-- is a Swiss investment boutique.

              About CardioVascular BioTherapeutics

CardioVascular BioTherapeutics, Inc. (OTCBB:CVBT) -- http://www.cvbt.com/
-- is a biopharmaceutical company developing drug candidates with human
FGF-1 as their active pharmaceutical ingredient for diseases characterized
by inadequate blood flow to a tissue or organ.  The company has four
clinical trials underway with drug candidates to treat the following
medical indications: severe coronary heart disease, dermal wound healing
in diabetics, and Peripheral Arterial Disease and chronic back pain.

                          *     *     *

Singer Lewak Greenbaum & Goldstein LLP, in Los Angeles, California, raised
substantial doubt about CardioVascular BioTherapeutics, Inc.'s ability to
continue as a going concern.  The auditor pointed to the company's
recurring losses from operations and its stockholders' deficit at Dec. 31,
2006.

In its financial statements for the fiscal year of 2006, the company's
balance sheet showed $12,427,000 in total assets, $13,545,000 in total
liabilities, and a stockholders' deficit of $1,118,000 at Dec. 31, 2006.



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

Bankruptcy Case No.: 07-02797

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

Chapter 11 Petition Date: May 25, 2007

Court: District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Barbara George Barton, Esq.
                  Robinson, Barton, McCarthy, Calloway
                  & Johnson, P.A.
                  P.O. Box 12287
                  Columbia, SC 29211
                  Tel: (803) 256-6400

Total Assets: $14,374,202

Total Debts:  $15,351,174

Debtor's 20 Largest Unsecured Creditors:

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

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

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

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

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

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

Premium Assignment Corp.                               $141,480

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

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

First Portland                                          $79,866

Baucom Services                                         $55,033

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

United Health Care Insurance                            $50,803

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

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

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

Jim Whitehead Tire                                      $29,674

McLeod Software                                         $28,486

Laney Oil Co.                                           $27,321

East Coast Trailer                                      $22,344


CBRL GROUP: To Pay $0.14 Per Share Common Stock Dividend on Aug. 6
------------------------------------------------------------------
CBRL Group Inc.'s board of directors has declared a regular dividend to
common shareholders of $0.14 per share, payable on Aug. 6, 2007 to
shareholders of record on July 20, 2007.

The company reported net income of $12.3 million for the third quarter
ended April 27, 2007, compared to $24 million for the same period in the
previous year.

At April 27, 2007, the company's balance sheet showed total assets of
$1.37 billion, $1.25 billion of total liabilities and total shareholders
equity of $0.12 billion.

Total revenue from continuing operations for the third quarter of $549.1
million was up 2.8% from the prior-year period.

Year-to-date net cash flow provided by operating activities was $100
million, compared with $77.9 million in the comparable period in fiscal
2006, and exceeded cash used for purchase of property and equipment, net
of insurance recoveries, of $66.6 million.

On Dec. 6, 2006, the company has closed the sale of its subsidiary,
Logan's Roadhouse(R) Inc.

                   Strategic Initiatives Update

The company's ongoing strategic initiatives, which began in 2006,
continued throughout the third quarter, during which time, the company
commenced an offer to exchange its outstanding Liquid Yield Option Notes
due 2032 for a new issue of Zero Coupon Senior Convertible Notes due 2032.
The purpose of the exchange offer was to issue, in exchange for Old
Notes, New Notes with a “net share settlement” feature.  The net share
settlement feature of the New Notes allows the company, upon conversion of
a New Note, to satisfy a portion of its obligation due upon conversion of
the New Notes in cash rather than with the issuance of shares of its
common stock.  As a result of the exchange offer, which expired on April
30, 2007, there now are outstanding $46,099,000 aggregate principal amount
at maturity of Old Notes and $375,931,000 aggregate principal amount at
maturity of New Notes.

The company will redeem all of the Old Notes and the New Notes on June 4,
2007.  The redemption price of both the Old Notes and the New Notes is
$477.41 per $1,000 in principal amount at maturity, which is the accreted
principal amount of both the Old Notes and New Notes on the Redemption
Date.  The aggregate redemption price of the Old Notes and the New Notes,
collectively, will be approximately $201 million, assuming that no holders
of either Old Notes or New Notes convert their notes into common stock.

At any time up to two business days prior to the Redemption Date, holders
of Old Notes and New Notes can convert either Old Notes or New Notes, as
the case may be.  The Old Notes are convertible into 10.8584 shares of the
company's common stock per $1,000 in principal amount at maturity.  The
New Notes may also be converted, and their value will be measured at the
same rate, i.e., 10.8584 shares per $1,000 in principal amount at
maturity. Common stock will be issued upon conversion of the New Notes
only to the extent that the conversion value exceeds the accreted
principal amount of the New Notes.  The conversion value generally will
exceed the accreted principal amount of the notes if the Company’s common
stock trades at a price in excess of $43.97 per share.

The company has also intended to repurchase, through open market
purchases, that number of shares of common stock that are issued in
connection with the conversion of either the Old Notes or New Notes.  The
company will pay the redemption price of the Old Notes and New Notes as
well as the purchase price for any shares of common stock through a draw
on its existing delayed-draw term loan facility and cash on hand.  In
connection with those expected purchases, the company expects to adopt a
written trading plan under Rule 10b5-1 of the Securities and Exchange
Commission to facilitate repurchases of that number of shares that are
issued in connection with the conversion of either the Old Notes or New
Notes.

In the first week of the fourth quarter of fiscal 2007, the company
completed the remaining balance of the repurchase of
$100 million of shares, or 2.12 million shares, pursuant to a Rule 10b5-1
trading plan announced on March 8, 2007.  The $100 million repurchase
authorization was in addition to management's authority to purchase
821,081 shares that remains from a 2005 repurchase authorization and in
addition to the repurchase of that number of shares that might be issued
in connection with a conversion of either the Old Notes or New Notes.

                      About CBRL Group Inc.

Headquartered in Lebanon, Tennessee, CBRL Group Inc. (Nasdaq:
CBRL)-- http://www.cbrlgroup.com/-- presently operates 557
Cracker Barrel Old Country Store(R) restaurants and gift shops
located in 41 states.

                          *     *     *

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


CONCENTRA INC: Starts Exchange Offering of $185 Mil. of Sr. Notes
-----------------------------------------------------------------
Concentra Inc., the parent of Concentra Operating Corporation's, has
commenced offers to eligible holders to exchange its cash and senior notes
with the notes of Concentra Operating's newly formed subsidiary.

The transaction will involve exchanging a combination of Concentra Inc.'s
cash and $185 million aggregate principal amount of a new series of 9-7/8%
Senior Subordinated Notes due 2017 of Concentra Operating's subsidiary,
Viant Holdings, Inc., for any and all of Concentra Operating's $155
million in aggregate principal amount of 9-1/8% Senior Subordinated Notes
due 2012, and $180 million in aggregate principal amount of 9-1/2% Senior
Subordinated Notes due 2010.

In conjunction with the exchange offers, Concentra is also soliciting
consents to amend the indentures governing the old notes.  Concentra will
pay the applicable consent payment to each Eligible Holder of old notes
only if the holder has delivered and not revoked a valid consent by the
consent payment deadline. Consummation of the exchange offers is subject
to a number of conditions, including the absence of certain adverse legal
and market developments and the valid tender of at least $185 million
aggregate principal amount of the old notes prior to the expiration of the
exchange offers and the receipt of valid consents, not validly revoked,
from the holders of a majority in principal amount of each series of old
notes.

The company has entered into these exchange offers in connection with the
anticipated separation of its two principal operating segments, Health
Services and Network Services.  The company's Health Services segment,
which includes its Auto Injury Solutions business, and its Network
Services segment focus on significantly different aspects of the
healthcare industry.  The company believes that the separation of these
two business segments will provide each company with greater strategic
focus and will accomplish other related business purposes.

Specifically, to complete the separation:

   -- Concentra Operating formed Viant in April 2007 as a new
      wholly owned subsidiary.

   -- Prior to the separation, Concentra Operating would merge
      with and into Concentra, with Concentra continuing as the
      surviving corporation.

   -- In order to finance a portion of the transactions
      contemplated in connection with the separation, Concentra
      would borrow approximately $485 million in senior secured
      indebtedness and would obtain a $75 million revolving credit
      facility and Viant would borrow approximately $275 million
      in senior secured indebtedness and would obtain a $50
      million revolving credit facility.

   -- Concentra would contribute its Network Services business to
      Viant in exchange for additional shares of Viant common
      stock, $185 million in aggregate principal amount of Viant
      Notes and approximately $260 million in cash (subject to
      downward adjustment in the event that a pending acquisition
      is not consummated).

   -- Concentra would retire its current senior secured
      indebtedness using the cash proceeds received from Viant and
      a portion of the cash proceeds borrowed under Concentra's
      new senior credit facilities.

   -- Concentra would pay a cash dividend to its stockholders of
      approximately $350 million.

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

   -- Concentra would consummate the exchange offers and complete
      the related consent solicitation to amend the indentures
      governing Concentra Operating's outstanding senior
      subordinated notes.

The Viant Notes will be Viant's general unsecured obligations and will be
subordinated to all existing and future senior debt of Viant.  The
company's new senior credit facilities will replace the company's existing
revolver and term loan facilities.

The offerings are only made, and copies of the offering documents will
only be made available to, holders of old notes that have certified
certain matters to the company, including their status either:

   (i) as "qualified institutional buyers" within the meaning of
       Rule 144A under the Securities Act of 1933; or

  (ii) as a person who is not a "U.S. person" as defined in Rule
       902 under the Securities Act of 1933 ("Eligible Holders").

The key elements of the exchange offers include:

   a) The exchange offers will expire at 12:00 midnight, New York
      City time, on June 21, 2007, unless extended or terminated.
      Tenders of Old Notes may be withdrawn at any time prior to
      5:00 p.m., New York City time, on June 7, 2007, subject to
      extension.

   b) The company is offering to exchange, for each $1,000
      principal amount of old notes, a combination of cash and new
      notes.  The total exchange price will include a consent
      payment of $20.00 per $1,000 principal amount of old notes
      payable only to Eligible Holders of old notes that tender
      and do not validly withdraw their old notes at or before
      5:00 p.m., New York City time, on June 7, 2007, subject to
      extension.  Since the aggregate amount of new notes will be
      limited to $185 million principal amount, if the aggregate
      principal amount of old notes validly tendered exceeds $185
      million, the new notes will be allocated among tendering
      holders on a pro rata basis and, in such event, the cash
      portion of the total consideration received by tendering
      holders will be increased accordingly.

   c) The total exchange price for the old notes will be
      determined in the manner described in the offering circular
      by reference to a fixed spread of 50 basis points over the
      yield to maturity of the reference treasury securities as
      calculated by the dealer managers at 2:00 p.m., New York
      City time, on June 7, 2007.

   d) The Viant Notes will mature on July 15, 2017 and will bear
      interest at an annual rate of 9 7/8%.

                         About Concentra

Based in Addison, Texas, Concentra Operating Corporation
-- http://www.concentra.com/-- is a wholly owned subsidiary of
Concentra Inc.  The company serves the occupational, auto, and
group healthcare markets.  Concentra provides employers, insurers,
and payors with a series of integrated services that include
employment-related injury and occupational healthcare, in-network
and out-of-network medical claims review and repricing, access to
preferred provider organizations, first notice of loss services,
case management, and other cost containment services.  The company
has 310 health centers located in 40 states.  It also operates the
Beech Street and FOCUS PPO networks.  These networks include
544,000 providers, 52,000 ancillary providers and 4,400 acute-care
hospitals nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Concentra Inc. and Concentra Operating Corp. as well as
the 'B-' rating on the operating company's subordinated debt, on
CreditWatch with negative implications.


CREDIT SUISSE: S&P Junks Rating on S. 2003-23 Class D-B-6 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class D-B-6 from
Credit Suisse First Boston Mortgage Securities Corp.'s series 2003-23 to
'CCC' from 'B-' and removed it from CreditWatch, where it was placed with
negative implications May 1, 2007.  At the same time, S&P affirmed its
ratings on the remaining classes from this transaction.

The lowered rating reflects S&P’s concern over the high level of severe
delinquencies (90-plus days, foreclosures, and REOs) relative to the
credit support to class D-B-6.  As of the April 2007 remittance period,
credit support for class D-B-6 from series 2003-23 was approximately $0.41
million, while severe delinquencies totaled $4.86 million.  Cumulative
realized losses reached $1.61 million, or 0.18% of the original pool
balance.  Total delinquencies and severe delinquencies constitute 3.27%
and 1.58% of the current pool balance, respectively.

The rating on class D-B-6 from series 2003-23 was removed from
CreditWatch because it was lowered to 'CCC'.  According to Standard &
Poor's surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to be on
CreditWatch negative.

S&P affirmed its ratings on the remaining classes from this transaction
due to adequate actual and projected credit support percentages.

Credit support for this pool is derived from subordination only.  The
collateral contained in the loan groups consists primarily of
conventional, 15- or 30-year, fixed- or adjustable-rate, first- or
second-lien mortgage loans secured by one- to four-family residential
properties.


        Rating Lowered and Removed from Creditwatch Negative

        Credit Suisse First Boston Mortgage Securities Corp.
      Mortgage-backed pass-through certificates series 2003-23

                                              Rating
                                              ------
          Series    Class              To             From
          ------    -----              --             ----
          2003-23   D-B-6              CCC            B-/Watch Neg


                         Ratings Affirmed

       Credit Suisse First Boston Mortgage Securities Corp.
     Mortgage-backed pass-through certificates series 2003-23

    Series    Class                                      Rating
    ------    -----                                      ------
    2003-23   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
    2003-23   I-A-7, I-A-10, I-A-11, I-A-14, I-A-15      AAA
    2003-23   I-A-16, I-A-17, I-A-18, I-A-19, I-A-20     AAA
    2003-23   I-A-21, I-A-22, II-A-1, II-A-2, II-A-3     AAA
    2003-23   II-A-4, II-A-5, II-A-6, II-A-8, I-X, II-X  AAA
    2003-23   IP, A-P, III-A-1, III-A-2, III-A-3         AAA
    2003-23   III-A-4. III-A-5, III-A-6, III-A-7         AAA
    2003-23   III-A-8, III-A-9, III-A-10, III-A-11       AAA
    2003-23   III-A-12, III-A-13, IV-A-1, V-A-1, VI-A-1  AAA
    2003-23   VII-A-1, VIII-A-1, VII-X, VIII-X, III-X    AAA
    2003-23   D-X, III-P, D-P                            AAA
    2003-23   C-B-1, D-B-1                               AA
    2003-23   D-B-2                                      A+
    2003-23   C-B-2 D-B-3                                A
    2003-23   D-B-4                                      BBB+
    2003-23   C-B-3                                      BBB
    2003-23   C-B-4, D-B-5                               BB
    2003-23   C-B-5                                      B


CRESCENT REAL: Will Sell Resort, Hotel and Single Office Assets
---------------------------------------------------------------
Crescent Real Estate Equities Company will sell certain of its resort,
hotel, and office assets for a gross purchase price of $445 million.

The company plans to sell its:

   -- Ventana Inn & Spa, a 60-room resort in Big Sur, California;

   -- Park Hyatt Beaver Creek Resort & Spa, a 190-room resort in
      Avon, Colorado;

   -- Denver Marriott City Center, a 613-room hotel in
      Denver, Colorado;

   -- Renaissance Houston Hotel, a 388-room hotel in
      Houston, Texas;

   -- Omni Austin Hotel, a 375-room hotel in Austin, Texas; and

   -- Austin Centre, a 343,664 square foot Class A office building
      in Austin, Texas.

The intended sale of these assets was announced by the company on April 7,
2007.  Crescent expects to close on the sale of two additional properties,
the Fairmont Sonoma Mission Inn & Spa and the Sonoma Golf Club during the
second quarter for a gross purchase price of $175 million.  Once
completed, the total gross purchase price from the two transactions is
expected to be approximately $620 million.  Crescent's share of the gross
purchase price, determined after taking into account the interests of its
partners in the sales and incentive payments due as a result of the sales,
is expected to be approximately $580 million, resulting in a net gain on
the sale of approximately $250 million. After paying down secured debt
associated with these transactions, Crescent intends to use the remaining
proceeds to address its 2007 debt maturities and pay down the revolving
credit facility.

                        About Crescent Real

Based in Fort Worth, Texas, Crescent Real Estate Equities
Company (NYSE: CEI) -- http://www.crescent.com/-- is a real
estate investment trust.  Through its subsidiaries and joint
ventures, Crescent owns and manages a portfolio of 71 premier
office buildings totaling 28 million square feet located in select
markets across the United States with major concentrations in
Dallas, Houston, Austin, Denver, Miami, and Las Vegas.  Crescent
also strategically invests in resort-residential developments and
in destination resorts such as Fairmont Sonoma Mission Inn(R) in
Sonoma, California; and in the wellness lifestyle leader, Canyon
Ranch(R).

                          *     *     *

As of May 24, 2007, Crescent Real Estate Equities Company carries
a B3 preferred stock rating which Moody's Investors Service
assigned to the company on Nov. 11, 2004.

The company also carries BB- long-term foreign and local issuer
credit ratings which Standard & Poor's assigned to the company on
June 30, 2004.


CSFB HOME: DBRS Puts Low-B Ratings on $17.8MM Series 2006 Certs.
----------------------------------------------------------------
Dominion Bond Rating Service has downgraded three classes and placed two
classes Under Review with Negative Implications from two CSFB Home Equity
Mortgage Trust Transactions:

   * $5,000,000 Home Equity Mortgage Trust, CSFB Series 2006-3,
      Class B-2 to BB (low) from BB (high)

   * $7,610,000 Home Equity Mortgage Trust, CSFB Series 2006-4,
     Class B-1 to BB (high) from BBB (low)

   * $5,250,000 Home Equity Mortgage Trust, CSFB Series 2006-4,
     Class B-2 to B (high) from BB (high)

These classes were downgraded as a result of the increased 90+ days
delinquency pipeline relative to the available level of credit
enhancement.  The mortgage loans consist of fixed-rate mortgage loans that
are secured by second liens on residential properties.

   * $6,000,000 Home Equity Mortgage Trust, CSFB Series 2006-3,
     Class B-1, currently rated BBB (low)

   * $10,240,000 Home Equity Mortgage Trust, CSFB Series 2006-4,
     Class M-9, currently rated BBB

These classes were placed Under Review with Negative Implications as a
result of the increased 90+ days delinquency pipeline relative to the
available level of credit enhancement.


DEATH ROW: Trustee Want Hill Farrer as Special Litigation Counsels
------------------------------------------------------------------
R. Todd Neilson, the Chapter 11 Trustee appointed in Death Row
Records Inc.'s bankruptcy case, asks the United States Bankruptcy Court
for the Central District of California for permission to employ Hill,
Farrer & Burrill, LLP, as his special litigation counsel.

The firm will:

     a. prosecute the adversary proceeding on behalf of the
        Trustee;

     b. assist the Trustee and his general counsel in
        investigating the facts which form the basis of the
        adversary proceedings;

     c. analyze issues relating to matters in the adversary
        proceedings; and

     d. perform services related to other legal matters as may
        arise in the prosecution of the adversary proceeding.

Daniel J. McCarthy, Esq., a partner of the firm, charges $425 per hour for
this engagement.  He also disclosed the firm's professionals billing rate:

     Designation            Hourly Rate
     -----------            -----------
     Partners                 $295-$435
     Associates               $190-$290
     Paralegals                 $130

Mr. McCarthy assures the Court that he does not holy any interest adverse
to the Debtor's estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. McCarthy can be reached at:

     Daniel J. McCarthy, Esq.
     Hill, Farrer & Burrill LLP
     One California Plaza, 36th floor
     300 South Grand Avenue
     Los Angeles, CA 90071-3147
     Tel: (213) 620-0460
     Fax: (213) 624-4840
     http://www.hillfarrer.com/

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq.,
at Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as Chapter 11 Trustee for the Debtors' estate.
Debra I Grassgreen, Esq., and J. Rudy Freeman, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub, represent the Official Committee of
Unsecured Credirors.  When the Debtors filed for protection from their
creditors, they listed total assets of $1,500,000 and total debts of
$119,794,000.


DIVERSIFIED ASSET: S&P Puts Two Note Classes Under Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class A-3L
and B-1L notes issued by Diversified Asset Securitization Holdings III
L.P., a CDO of ABS transaction managed by TCW Asset Management Co., on
CreditWatch with negative implications.  At the same time, S&P affirmed
the ratings assigned to the class A-1L and A-2 notes.

The CreditWatch placements reflect factors that have negatively affected
the credit enhancement available to support the class A-3L and B-1L notes
since the last downgrades in July 2006.  According to the March 28, 2007,
trustee report, 53.59% of the transaction's overall collateral was rated
'BBB-' and above, compared with 57.54% at the time of the July 2006 rating
actions.  In addition, the class B-1L coverage ratio continues to fail.
According to the March 28, 2007, trustee report, the class B
overcollateralization ratio was 87.25%, versus the required minimum of
101.5% and compared with 89.21% at the time of the last rating action.

               Ratings Placed on Creditwatch Negative

        Diversified Asset Securitization Holdings III L.P.

                           Rating
                           ------
        Class        To              From   Current balance
        -----        --              ----   ---------------
         A-3L         BBB/Watch Neg   BBB     $30,000,000
         B-1L         CCC+/Watch Neg  CCC+    $22,220,000


                         Ratings Affirmed

        Diversified Asset Securitization Holdings III L.P.

               Class     Rating   Current Balance
               -----     ------   ---------------
               A-1L        AA       $96,770,000
               A-2         AA       $31,510,000


DUANE DONOHOO: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Duane P. Donohoo, Esq.
        4030 Mount Carmel Tobasco Road, Suite 112
        Cincinnati, OH 45255

Bankruptcy Case No.: 07-12356

Chapter 11 Petition Date: May 23, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: J. Vincent Aug Jr.

Debtor's Counsel: Gregory M. Wetherall, Esq.
                  4030 Mount Carmel Tobasco Road, Suite 122
                  Cincinnati, OH 45255
                  Tel: (513) 528-0200

Estimated Assets: Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Crossing                 3-12 Lori Lane        $972,129
Attention: Loan Operations       Amelia, OH 45102
101 Summer Street
Boston, MA 02110

                                 3357 State Route      $323,000
                                 132
                                 Amelia, OH 45102

                                 1716 Hanfield         $122,157
                                 Cincinnati, OH

                                 1149 Highcliffe        $91,388
                                 Cincinnati, OH
                                 45244

LaSalle Bank                     43 Amelia-Olive     $1,796,510
312 Walnut Street                Branch
Cincinnati, OH 45202             Amelia, OH 45102

Countrywide Home Loans, Inc.     3505 South Neal       $135,000
P.O. Box 660694                  Circle, Batavia,
Dallas, TX 75266-0694            OH 45103

                                 2 Cedarwood Court     $126,000
                                 Cincinnati, OH
                                 45213

                                 2417 Morton Avenue     $98,000
                                 Norwood, OH
                                 45212

Columbia Savings Bank            7578 State Road       $363,000
411 Ludlow Road                  Cincinnati, OH
Cincinnati, OH 45255             45255

                                 261/252 Renner        $160,000
                                 Cincinnati, OH
                                 45214

Peoples Community Bank           7582 State Road       $344,000
P.O. Box 1130                    Cincinnati, OH
West Chester, OH 45071           45255

Miami Savings Bank               244/246 West          $225,000
                                 McMicken
                                 Cincinnati, OH
                                 45214

HomeQ                            561 Loveland          $160,000
                                 Miamiville Road
                                 Loveland, OH 45140

Mr. Eric Williams                business debt         $150,000

CIT Group                        business debt         $130,000

American Servicing Co.           3520 Crawford         $112,000
                                 Cincinnati, OH
                                 45244

New Century Mortgage             7427 Maple Avenue      $85,000
                                 Cincinnati, OH
                                 45223

Indymac Bank/Deutsche Bank       5755 Adelphi           $84,000
                                 Miamiville Road
                                 Loveland, OH 45140


DYNEGY HOLDINGS: Completes $1.65 Billion Senior Notes Refinancing
-----------------------------------------------------------------
Dynegy Holdings Inc., an indirect subsidiary of Dynegy Inc., has completed
two refinancing transactions specifically relating to the issuance of
$1.65 billion of senior unsecured notes and the provision of $750 million
in incremental capacity under the company’s senior secured credit
facility.

                     Senior Unsecured Notes

The $1.65 billion notes offering includes two tranches: $1.1 billion of
7.75 percent Senior Unsecured Notes due 2019 and $550 million of 7.5
percent Senior Unsecured Notes due 2015.

DHI will utilize the net proceeds of the $1.65 billion offering of senior
unsecured notes, after deducting fees and expenses, to repay approximately
$1.6 billion of the $1.8 billion of net debt -- debt less restricted cash
and investments -- of the entities acquired by Dynegy in the LS Power
combination and which were subsequently contributed by Dynegy to DHI.  The
debt repayment covers the outstanding debt under the LSP Gen Finance,
Kendall and Ontelaunee facilities.

                 Senior Secured Credit Facility

The size of DHI's $1.32 billion senior secured credit facility has been
increased by an additional $750 million.  The incremental capacity
replaces the $750 million of credit capacity that was assumed in
connection with Dynegy's combination with LS Power, and thus does not
reflect any change in Dynegy's overall liquidity requirements.

The amended facility increases the $850 million revolving credit portion
of the facility to $1.15 billion and increases the $400 million term
letter of credit portion of the facility to $850 million.  The revolving
credit portion of the facility matures in April 2012 and the term letter
of credit facility matures April 2013.  A separate $70 million tranche of
the senior secured credit facility remains unchanged.

Under the amended facility, term loans will bear interest at the relevant
Eurodollar rate plus a current ratings-based margin of 150 basis points or
the base rate plus a current ratings-based margin of 50 basis points.  The
margin related to the revolving credit facility, based on current ratings,
is 150 basis points, but is subject to decrease upon meeting specified
improvements in credit ratings for the facility.

Both the revolving credit facility and the term letter of credit facility
are available for general corporate purposes and to support activities of
certain subsidiaries of Dynegy and DHI.

                        About Dynegy Inc.

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

                         *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's Investors Service affirmed the ratings of Dynegy Holdings,
Inc., including the company's Corporate Family Rating at B1, its
senior unsecured rating at B2, its Bank Loan Rating at Ba1, and
its Speculative Grade Liquidity Rating at SGL-3.

Moody's also assigned a B2 rating to the company's planned
issuance of $1.1 billion in senior unsecured notes, and upgraded
DHI's second lien notes to Ba1 from Ba2.

The rating actions reflect our view that the planned refinancing
of a majority of the company's recently acquired $1.8 billion in
net project level debt, along with the planned modifications to
the company's credit facilities are neutral to DHI's overall
credit quality.  The rating outlook for DHI is stable.


DYNEGY HOLDINGS: Moody's Rates $550 Mil. Sr. Unsec. Notes at B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Dynegy Holdings, Inc.
$550 million 7.5% senior unsecured note offering due 2015 and affirmed the
company's ratings, including its Corporate Family Rating at B1 and its
Bank Loan Rating at Ba1. The rating outlook for DHI is stable.

Proceeds from this offering along with the company's issuance of $1.1
billion in senior unsecured notes has been used to repay project level
debt at LSP Gen Finance Co, LLC, LSP-Kendall Energy, LLC, and at
Ontelaunee Power Operating Company, LLC, wholly-owned subsidiaries
acquired as part of the merger with LS Power Group.

The rating affirmation incorporates our expectation of stronger financial
performance and cash flow generation due to improved market conditions,
particularly at the company's Midwest and Northeast operating units.  The
rating affirmation also considers the benefits to DHI of the recent merger
with LS Power as earnings and cash flows from the acquired assets are
expected to enhance the company's consolidated financial performance;
provide greater cash flow predictability given the degree of hedged cash
flows associated with these assets; and increase the generation fleet's
diversity from a fuel, dispatch, and regional perspective.  As a result of
these favorable trends and DHI's efforts over the past several years to
substantially reduce debt, cash flow (CFO-pre W/C) to adjusted debt is
expected to be in the 8% to 10% range for 2007 and 2008 while DHI's cash
flow (CFO-pre W/C) coverage of adjusted interest expense is anticipated to
come in above 2.0x for the same period under most reasonable scenarios
examined.  These financial metrics, which incorporate Moody's standard
adjustments, are in line with the financial metrics of other independent
power companies whose CFR is in the B rating category.

As part of this refinancing, DHI amended its credit facilities to include
a $300 million increase in its secured revolving credit facility to $1.15
billion from $850 million and a $450 million increase in its secured term
letter of credit to $850 million from $400 million.  The $750 million
increase in DHI's credit facilities replaces a similar amount of working
capital and letter of credit facilities that was assumed as part of the
combination with LS Power.  A $70 million secured term loan, also part of
the bank facility, remains unchanged.

The stable rating outlook reflects Moody's expectation of the company's
continued operating performance improvement as it realizes the benefits of
lower consolidated debt levels and the current recovery in the power
markets.  The outlook also considers the improved predictability in
financial results and reduced commodity price exposure that is expected to
surface from the LS Power asset acquisition as the output of a large
percentage of these assets is hedged.

DHI's ratings could improve through consistent operating plant performance
across the fleet and if the expected benefits of the LS Power acquisition
surface in improved operating and financial performance, resulting in
consistent positive free cash flow and cash flow (CFO-pre W/C) to adjusted
debt being above 10% on a sustained basis.  DHI's ratings could decline as
a result of a leveraging acquisition, an inability to manage commodity
price risk across the company which negatively affects liquidity, or
deteriorating operating or financial performance relative to its plan,
resulting in cash flow (CFO-pre W/C) to adjusted debt falling below 8.0%
for an extended period.

These ratings were affected by this action:

Ratings affirmed:

   * Dynegy Holdings, Inc.

     -- Corporate Family Rating - B1

Rating assigned/LGD Assessment assigned:

   * Dynegy Holdings, Inc.

     -- $550 million of senior unsecured notes, B2 (LGD4, 61%)

Ratings affirmed/LGD assessments revised:

Dynegy Holdings, Inc.

     -- Senior secured revolving credit facility at Ba1 (LGD1,
        7% from LGD1, 8%)

     -- Senior secured letter of credit facility at Ba1 (LGD1,
        7% from LGD1, 8%)

     -- Senior secured term loan facility at Ba1 (LGD1, 7% from
        LGD1, 8%)

     -- Senior unsecured notes at B2 (LGD4, 61% from LGD4, 62%)

     -- Multiple seniority shelf (senior unsecured) at (P)B2
        (LGD4, 61% from LGD4, 62%)

     -- 9.875% second priority senior secured notes due
        7/15/2010 to Ba1 (LGD2, 18%) from Ba2 (LGD2, 19%)

Dynegy Danskammer, LLC and Dynegy Roseton, LLC, pass-through trust
certificates at Ba3 (LGD3, 34% from LGD3, 35%)

DHI is an independent power producer headquartered in Houston, TX, that
owns a portfolio of about 20,000 MW electric generating assets diversified
by geographic region, dispatch type, and fuel source.  Following its
merger with several subsidiaries owned by LS Power, approximately one-half
of DHI's generating capacity will be located in the Midwest, with
one-third in the West, and the rest in the Northeast.  DHI is wholly owed
by Dynegy Inc.


EAU TECHNOLOGIES: Posts $1,546,129 Net Loss in Qtr Ended March 31
-----------------------------------------------------------------
EAU Technologies Inc. reported a net loss of $1,546,129 for the first
quarter ended March 31, 2007, compared with a net loss of $2,112,015 for
the same period last year.

The company had total revenues of $217,440 for the three months ended
March 31, 2007, which represents a decrease of 58% from the $517,391 in
total revenues for the same period a year earlier. 45%, or $234,619, of
the total revenues for the three months ended March 31, 2006, was from
products unrelated to the company’s core technology.

The decrease in the net loss over the comparable period in 2006 was due to
decreased general and administrative expenses.  The current quarter net
loss includes $284,244 in interest expense, compared to $289,106 in 2006.

At March 31, 2007, the company's balance sheet showed $5,100,435 in total
assets and $8,933,123 in total liabilities, resulting in a $3,832,688
total stockholders' deficit.

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?2050

                       Going Concern Doubt

HJ & Associates LLC, in Salt Lake City, expressed substantial doubt about
EAU Technologies Inc.'s ability to continue as a going concern after
auditing the company's balance sheet for the years ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring losses and
cash used by operations.

Net cash used in operating activities in the three month period ended
March 31, 2007, was approximately $1.4 million, a 22% increase, compared
to approximately $1.2 million for the same period in 2006.

                      About EAU Technologies

EAU Technologies Inc. (OTC BB: EAUI.OB) -- http://www.eau-x.com/
-- is a supplier of Electrolyzed Oxidative Water Technology and other
complementary technologies with applications in diverse industries.  EAU's
water-based and non-toxic EOW Technology may replace many of the
traditional methods now used to clean, disinfect, protect and nourish in
large industries such as agriculture and food processing.


ELIZABETH FERRARA: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Elizabeth Ferrara
        5 Mohawk Court
        Stony Point, NY 10980

Bankruptcy Case No.: 07-22484

Chapter 11 Petition Date: May 22, 2007

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Lawrence R. Reich, Esq.
                  Reich, Reich, & Reich, P.C.
                  175 Main Street, Suite 300
                  White Plains, NY 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Salvation Army                   judgment              $830,127
120 West 14th Street
New York, NY 10011

Cadwalader, Wickersham & Taft    attorney for       notice only
One World Financial Center       the Salvation
New York, NY 10281               Army

Gary Bashian, Esq.               attorney for       notice only
Bashian & Farber, Esq.           the Salvation
235 Main Street                  Army
White Plains, NY 10601

Office of the Attorney General                      notice only
for the State of New York


EMERYVILLE QUARTERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Emeryville Quarters, L.L.C.
        147 Lomita Drive, Suite G
        Mill Valley, CA 94941

Bankruptcy Case No.: 07-10609

Chapter 11 Petition Date: May 25, 2007

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Matthew J. Shier, Esq.
                  Pinnacle Law Group, L.L.P.
                  425 California Street, Suite 1800
                  San Francisco, CA 94104
                  Tel: (415) 394-5700

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Greg C. Hylton                                               $0
Equis Corp.
201 Spear Street, Suite 1350
San Francisco, CA 94105

Justin Helbig                                                $0
Associate Vice-President
Equis Corp.
201 Spear Street, Suite 1350
San Francisco, CA 94105

Mike Raffeto                                                 $0
First Vice-President
C.B. Richard Ellis
555 12th Street, Suite 900
Oakland, CA 94607

Carole Eisinger                                              $0

Internal Revenue Service                                     $0

Franchise Tax Board                                          $0

Paul F. Goldsmith                                            $0

Steven B. Mains                                              $0

Advanced Engineering Consultants                             $0

Air Systems, Inc.                                            $0

AT&T Payment Center                                          $0

Bay Area Backflow Service                                    $0

Chase Business Credit Card                                   $0

Don Ramatici Insurance, Inc.                                 $0

E.B.M.U.D.                                                   $0

Flynn Plumbing, Inc.                                         $0

Genesis Building Services, Inc.                              $0

Home Depot Credit Services Department 32                     $0

Liberty Glass & Aluminum                                     $0

Novarus Vaccines & Diagnostics, Inc.                         $0


ENERGY XXI: Affiliate Prices $750 Million Senior Notes Offering
---------------------------------------------------------------
Energy XXI (Bermuda) Limited's subsidiary, Energy XXI Gulf Coast, Inc.,
has priced an aggregate of $750 million of its Senior Notes due 2013 at
par with a coupon of 10% in a private placement in the United States in
reliance on Section 4(2) and/or Regulation D of the Securities Act of
1933, as amended, and in offshore transactions to non-U.S. persons in
reliance on Regulation S of the Securities Act.

The offering is expected to close on June 8, 2007, and is subject to
execution of definitive subscription documents and other customary closing
conditions.

Net proceeds of the proposed offering and additional borrowings under the
company's first lien revolving credit facility are intended to fund
acquisition of certain oil and natural gas properties in the Gulf of
Mexico from Pogo Producing Company and to repay the company's second lien
revolving credit facility in full.

The notes have not been registered under the Securities Act or applicable
state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.

                   About Energy XXI Gulf Coast

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

                About Energy XXI (Bermuda) Limited

Founded in 2005, Energy XXI (Bermuda) Limited (LSE:EGY) --
http://www.energyxxi.com/-- 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.

                           *     *     *

As reported in the Troubled Company Reporter on May 21, 2007, 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.


ENESCO GROUP: Wants Baker & McKenzie as Hong Kong Tax Counsel
-------------------------------------------------------------
Enesco Group Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of Illinois, Eastern Division, to employ Baker & McKenzie
as their special tax counsel, effective as of March 16, 2007.

The Debtors also want the Court to approve a compensation arrangement with
the firm.  The Debtors want Baker & McKenzie to handle their Hong Kong tax
appeals.

                       Hong Kong Tax Appeal

On March 31, 2005, the Hong Kong Inland Revenue Department issued six
additional profit tax assessments to Enesco International (HK) Limited for
the years of assessment 1998/1999 to 2003/2004 for HKD59,144,430.

On April 27, 2005, Enesco-HK filed a notice of objection to dispute the
additional tax assessments and applied for a holdover of the tax assessed
pending the resolution of the objection.  The Hong Kong IRD granted an
unconditional holdover of HKD29,572,215, and Enesco-HK purchased tax
reserve certificates for the same amount.

On Jan. 19, 2007, the Hong Kong IRD issued a notice of payment of
provisional profit tax for the year of assessment 2006/2007 amounting to
HKD4,638,585.  The tax was not paid by the March 5 due date, so the Hong
Kong IRD issued a late payment surcharge notice of HKD231,929 on March 21,
2007.  The total amount due in relation to the year of assessment
2006/2007 is HKD4,870,514.

On March 29, 2007, the Hong Kong IRD issued an additional profit tax
assessment to Enesco-HK for Enesco International Ltd. for the year of
assessment 2000/2001 amounting to HKD82,100.

Enesco-HK objected to the Commissioner of Inland Revenue in relation to
this assessment on April 27, 2007.

If Enesco-HK prevails on the tax dispute in relation to the six additional
profit tax assessment for the years of assessments 1998/1999 to 2003/2004,
Enesco-HK may be entitled to a refund of the HKD29,582,215 tax reserve
certificates, plus interest, Allen J. Guon, Esq., at Shaw Gussis Fishman
Glantz Wolfson & Towbin LLC in Chicago told the Court.

The Hong Kong IRD, however, may order the tax reserve certificates to be
applied to settle other outstanding tax liabilities.  In the event that
Enesco-HK does not prevail in the tax dispute in relation to the six
additional profit tax assessments, Enesco-HK may be required to pay an
additional HKD29,572,215, plus penalties to the Hong Kong IRD.

                          Scope of Work

Before filing for bankruptcy, Baker & McKenzie represented the Debtors in
connection with the Hong Kong Tax Appeal.  In connection with the Debtors'
bankruptcy cases, Baker & McKenzie will:

   (a) give the Debtors legal advice with respect to their
       rights, powers and duties in connection with the Tax Appeal
       and litigation related to the Tax Appeal proceedings;

   (b) prepare applications, motions, complaints, orders and         other
legal documents necessary in connection with the         appropriate
adminstration of the Tax Appeal;

   (c) participate on behalf of the Debtors in matters before         the
Inland Revenue Board of Review and the courts in
       Hong Kong relating to the Tax Appeal; and

   (d) perform any and all other legal services on behalf of the        
Debtors, which may be required to aid in the proper        
administration of the pending Tax Appeal proceedings.

Baker & McKenzie disclosed that it received a $25,000 retainer.  The
firm's hourly rates ranged from $620 to $840 for partners and $260 to $645
for associates.

To the best of the Debtors' knowledge, Baker & McKenzie neither holds nor
represents any adverse interest in connection with the matter in which it
is to be employed.

Headquartered in Itasca, Ill., Enesco Group, Inc. ---
http://www.enesco.com/-- produces giftware, and home and
garden decor products.  Enesco's product lines include some of  the
world's most recognizable brands, including Disney,  Heartwood Creek,
Nickelodeon, Cherished Teddies, Lilliput Lane,  Border Fine Arts, among
others.

Enesco distributes products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as  well as
mass-market chains.  The company serves markets  operating in Europe,
Australia, Mexico, Asia and the Pacific  Rim.  With subsidiaries in
Europe, Canada and a business unit in  Hong Kong, Enesco's international
distribution network leads the  industry.

Enesco Group and its two affiliates, Enesco International Ltd.  and Gregg
Manufacturing, Inc., filed for chapter 11 protection  on Jan. 12, 2007
(Bankr. N.D. Ill. Lead Case No. 07-00565).   Shaw Gussis Fishman Glantz
Wolfson & Tow and Skadden, Arps,  Slate, Meagher & Flom LLP, represent the
Debtors.  Adelman &  Gettleman, Ltd., and Greenberg Traurig, LLP,
represent the  Official Committee of Unsecured Creditors.  In its
schedules  filed with the Court, Enesco Group disclosed total assets of
$61,879,068 and total liabilities of $231,510,180.


FAIRFAX FINANCIAL: Amends Terms of 7-3/4% Notes Swap Offering
-------------------------------------------------------------
Fairfax Financial Holdings Limited has amended its registered offer to
exchange all of its outstanding 7-3/4% Notes due 2012.

Specifically, Fairfax is amending the offer to provide that:

   a) for each $1,000 principal amount of old notes validly
      tendered, the tendering holder will receive $1,000 principal
      amount of new 7-3/4% Senior Fairfax Notes due 2017;

   b) for each $1,000 principal amount of old notes exchanged at
      or prior to midnight, New York City time, on May 30, 2007,
      Fairfax will pay cash early participation payment as set
      in this table:

                Old Notes        New Note              Early
   CUSIP          to be         Principal          Participation
   Number       Exchanged          Amount             Payment
   ------      -----------        -------            ---------
  303901AN2    2012 Notes         $1,000                $40

The early participation payment will be paid to holders who tender their
old notes at or prior to the early participation date.  The exchange offer
will expire at 9:00 a.m., New York City time, on June 14, 2007, unless
extended.

The exchange offer is amended to provide for:

   -- new notes maturing in 2017, instead of 2022, the terms of
      which are otherwise unchanged; and

   -- to provide for an early participation payment of $40 cash,
      instead of $30.

   -- four business days extension of each of the early
      participation date, from May 23 to May 30 and the expiration
      date from June 8 to June 14.

Fairfax is also amending the offer to add a condition that a minimum
principal amount of $200 million of old notes be tendered and not
withdrawn.  As of the date hereof, $159.5 million principal amount of old
notes has been tendered.

The exchange offer is subject to certain customary conditions and the
condition that a minimum principal amount of $200 million of old notes is
validly tendered.

Tendering holders will also be paid accrued and unpaid interest to but not
including the settlement date in cash on old notes that are accepted in
the exchange offer.  Tenders of old notes may be withdrawn at any time
prior to the early participation date, as will be described in an amended
and restated prospectus supplement relating to the exchange offer.  The
settlement date for the exchange offer is expected to be June 18, 2007.

Questions related to the exchange offer may be referred to Merrill Lynch &
Co. at (212) 449-4914 (collect) or (888) 654-8637 (toll-free).  Merrill
Lynch & Co., BMO Capital Markets Corp., and Ferris, Baker Watts,
Incorporated are acting as dealer managers for the exchange offer in the
United States.

Merrill Lynch Canada Inc. and BMO Nesbitt Burns Inc. are acting as dealer
managers in Canada.  The exchange agent and information agent is D.F. King
& Co. Inc.

A copy of the amended and restated prospectus supplement and related base
shelf prospectus relating to the exchange offer will be available by
contacting the information agent, D.F. King & Co., Inc. at: 48 Wall
Street, 22nd Floor, New York, NY 10005; Phone: (888) 628-9011 (toll-free).

                  About Fairfax Financial Holdings

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

                          *     *     *

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


GAP INC: Earns $178 Million in First Quarter Ended May 5, 2007
--------------------------------------------------------------
Gap Inc. reported net earnings for the first quarter, which ended May 5,
2007, of $178 million, compared with $242 million for the first quarter of
last year.

First quarter net sales were $3.56 billion, compared with
$3.44 billion for the first quarter of last year.  Due to the 53rd week in
fiscal year 2006, first quarter 2007 comparable store sales are compared
with the thirteen-week period ended May 6, 2006.  On this basis,
comparable store sales decreased 4 percent, compared with a decrease of 9
percent as reported for the first
quarter of 2006.  The company’s online sales for the first quarter were
$195 million, compared with $159 million for the first quarter of last
year.

"We are actively working to fix our core business, retain and recruit
talent, and streamline operations so that our organization can be more
nimble and efficient," said Bob Fisher, interim
president and chief executive officer at Gap Inc.  "We took important
steps in the first quarter by strengthening leadership teams and refining
strategies at Gap and Old Navy.  While we are
making progress, there is more work to be done."

                          Cash and Debt

The company ended the first quarter with $2.8 billion in cash and
investments.  This represents $2.3 billion more in cash and investments
than debt.  For the first quarter, free cash flow was an inflow of $159
million.  The company reaffirmed that for the full year it expects to
generate about $500 million in free cash flow.  The company expects to
repay about $325 million of debt in fiscal year 2007.

Free cash flow, which is a non-GAAP financial measure, is computed by
subtracting purchases of property and equipment from net cash provided by
operating activities.  The company uses free cash flow to measure how much
cash a company has available after the deduction of capital expenditures.

                             Margins

Gross margin of 38.1 percent declined 2.1 points in the first quarter
compared to the prior year, driven primarily by markdown activity at Gap
brand.  Operating margin for the first quarter was 7.3 percent.  The
company continues to expect that the operating margin for fiscal year 2007
will be in the high single-digits.

                       Capital Expenditures

First quarter capital expenditures were $122 million.  The company
continues to expect capital spending to be about $700 million in fiscal
year 2007.

                           Real Estate

Through May 5, 2007, the company opened 41 store locations, closed 20
store locations and net square footage increased 1 percent.  The company
reaffirmed that it expects to open 30 store locations on a net basis for
fiscal year 2007.  This includes about 230 store openings, weighted toward
Old Navy, and about 200 closures, weighted toward Gap brand.  The expected
closures include 19 Forth & Towne store locations.  Included in both the
expected store openings and closings for 2007 are 45 Old Navy Outlet
stores that are expected to be converted to Old Navy stores.  Square
footage is still expected to increase about 1 percent for fiscal year
2007.

At May 5, 2007, the company's balance sheet showed $8.85 billion in total
assets, $3.52 billion in total liabilities, and
$5.33 billion in total stockholders' equity.

                          About Gap Inc.

Headquartered in San Francisco, California, Gap Inc. (NYSE: GPS)
-- http://www.gapinc.com/-- is an international specialty
retailer offering clothing, accessories and personal care products
for men, women, children and babies under the Gap, Banana
Republic, Old Navy, Forth & Towne and Piperlime brand names.  Gap
Inc. operates more than 3,100 stores in the United States, the
United Kingdom, Canada, France, Ireland and Japan.  In addition,
Gap Inc. is expanding its international presence with franchise
agreements for Gap and Banana Republic in Southeast Asia and the
Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Moody's Investors Service downgraded Gap Inc.'s senior unsecured
notes to Ba1 and assigned a corporate family rating of Ba1 and
speculative grade liquidity rating of SGL-1.  The rating outlook
is stable.


GENESIS WORLDWIDE: Has Until August 31 to File Chapter 11 Plan
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of Ohio
extended Genesis Worldwide Inc. and its debtor-affiliates' exclusive
periods to:

     a. file a Chapter 11 plan of reorganization through and
        including Aug. 31, 2007; and

     b. solicit acceptances of that plan until Oct. 30, 2007.

As reported in the Troubled Company Reporter on April 26, 2007, This is
the Debtors' 16th request for extension of the exclusive
periods.  The Debtors' exclusive period to file a plan expires on
April 30, 2007.

The Debtors told the Court that the extension will not be
prejudicial to its creditors.

Headquartered in Dayton, Ohio, Genesis Worldwide Inc., fka The
Monarch Machine Tool Company, engineers and manufactures high
quality metal coil processing and roll coating and electrostatic
oiling equipment.  Genesis Worldwide and its debtor-affiliates
filed for chapter 11 protection on September 17, 2001 (Bankr. S.D.
Ohio Case No. 01-36605).  Nick V. Cavalieri, Esq., at Bailey
Cavalieri LLC, represents the Debtors in their chapter 11
proceedings.  Daniel M Anderson, Esq., at Schottenstein Zox & Dunn
represents the Official Committee of Unsecured Creditors.  As of
June 30, 2001, the Debtors reported assets totaling $122,766,000
and debts totaling $121,999,000.


GLOBAL HOME: Wants Exclusive Plan Filing Extended Until August 3
----------------------------------------------------------------
Global Home Products LLC and it debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to further extend
their exclusive periods to:

     a. file a Chapter 11 plan of reorganization until Aug. 3,
        2007; and

     b. solicit acceptances of that plan through and including
        Oct. 4, 2007.

The Debtors need more time to negotiate with its creditors an acceptable
plan and to prepare adequate financial information concerning the
ramifications of any proposed plan.

The Debtors' request for extension does not seek to pressure it creditors.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GLORIA MELO: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gloria Melo
        dba Royalty Real Estate
        fdba Blackhorse Real Estate
        342 San Luis Avenue
        Watsonville, CA 95076

Bankruptcy Case No.: 07-51444

Chapter 11 Petition Date: May 15, 2007

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Judson T. Farley, Esq.
                  830 Bay Avenue, Suite B
                  Capitola, CA 95010-2173
                  Tel: (831)476-17666

Total Assets: $2,550,920

Total Debts:  $2,314,225

Debtor's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Remington Duque                                         $45,390
538 Main Street
Watsonville, CA 95076

Register-Pajaronian              newspaper              $20,000
100 Westridge Drive              advertising
Watsonville, CA 95076

American Express                                         $9,500
P.O. Box 0001
Los Angeles, CA 90096-0001

Bank of America                                          $4,616

Wells Fargo                                              $3,060

H.S.B.C. Card Services                                   $1,995


GPS INDUSTRIES: March 31 Balance Sheet Upside-Down by $6,692,431
----------------------------------------------------------------
GPS Industries Inc. posted $6,297,245 total assets, $12,989,676 total
liabilities, resulting in a $6,692,431 total stockholders' deficit at
March 31, 2007.

For the 2007 fiscal quarter, the company recorded total revenue of
$2,257,000, compared to $826,000 during the 2006 fiscal quarter. This 173%
increase in revenue is primarily attributable to a 200% increase in the
number of sales and installations of the company's Inforemer products and
related golf management system.  The increase in sales reflects increased
marketing and sales efforts, the growing reputation of its system and its
changed pricing and sales structure.

Net loss was $2,880,000 in the 2007 fiscal quarter, which was a $1,200,000
increase from the net loss of in the 2006 fiscal quarter.  However, but
for a non-cash accounting adjustments related to derivative liabilities
that resulted in a financial statement gain of $1,262,000, the net loss in
the 2006 fiscal quarter would have been greater than the net loss in the
2007 fiscal quarter.  Although the company expects interest expenses to
further decrease as its outstanding indebtedness is paid down and the
company's revenues to increase due to increased additional sales,
decreasing the amount of its net losses will be significantly dependent
upon the success of its new advertising and Fire At The Flag(TM)
initiatives.

To date, the company has incurred significant losses from operations.  As
of March 31, 2007, it had a working capital deficit of $8,377,000.  Its
operations currently do not generate sufficient cash to internally fund
its working capital needs.  Accordingly, to date, its operating deficits
have had to be supplemented by outside sources of funding, including
funds.

Liquidity and capital resources were substantially improved on
Dec. 29, 2006, by the sale of $15,740,890 of newly authorized Series B
Convertible Preferred Stock and warrants to Great White
Shark Enterprises Inc. and Leisurecorp LLC and by the concurrent sale of
the Series B Shares to Douglas Wood, one of its directors, in exchange
for, and as payment for $3,000,000 of cash loans he had previously made to
the company.

Also, on Dec. 29, 2006 Robert C. Silzer, GPS chief executive officer,
cancelled $750,000 of obligations the company owed to him in exchange for
12,295,082 shares of the company's common stock and warrants to purchase
3,073,770 shares of common stock.  A portion of the cash proceeds of the
foregoing sales of securities were used to reduce the company's
indebtedness, and the balance is being used for working capital to fund
its losses from operations.

A full-text copy of the company's first quarter 2007 report is available
for free at http://ResearchArchives.com/t/s?204f

                       About GPS Industries

GPS Industries Inc. based in Vancouver, Canada (OTC BB: GPSN.OB)
-- http://www.gpsindustries.com/-- develops GPS golf business solutions
for customers around the world.  The company has nearly a decade of
experience in GPS and has invested heavily in its patented Inforemer
technology, a signature solution, which has reinvented the application of
global positioning to the game and the business of golf.  GPS Industries
partners with other firms in sports and technology, such as Greg Norman's
Great White Shark Enterprises and CBS Sportsline.


GSAMP TRUST: S&P Cuts Rating on Class B-1 and Placed on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-1 from
GSAMP Trust 2002-WF to 'BB' from 'BBB' and placed it on CreditWatch with
negative implications.  Concurrently, S&P lowered its rating on class B-4
from GSAMP Trust 2006-FM1 to 'B' from 'BB+'; the rating remains on
CreditWatch with negative implications.  At the same time, S&P affirmed
its ratings on the remaining classes from these two transactions.

The lowered rating and CreditWatch placement affecting class B-1 from
series 2002-WF reflect the deteriorating performance of this collateral
pool.  Credit support for this transaction is derived from a combination
of subordination, excess interest, and overcollateralization.  After this
deal stepped down, the O/C target was reduced to 0.50% of the original
pool balance.  Moreover, realized losses have outpaced excess spread and
further eroded O/C, to the extent that credit support is no longer
sufficient for the prior rating.  As of the April 2007 remittance period,
O/C had been reduced to $1.81 million, or 0.37% of the original pool
balance.  Cumulative realized losses were
$6.24 million, or 1.31% of the original pool balance.  Total delinquencies
and severe delinquencies (90-plus-days, foreclosure, and REO) constituted
21.94% and 12.00% of the current pool balance, respectively.

The lowered rating and CreditWatch placement affecting class B-4 from
series 2006-FM1 reflect S&P’s concerns over the mounting delinquencies in
this pool.  Credit support for this transaction is derived from a
combination of subordination, excess interest, and O/C.  As of the April
2007 remittance period, cumulative realized losses were $3.73 million, or
0.39% of the original pool balance.  Total delinquencies and severe
delinquencies constituted 24.57% and 15.76% of the current pool balance,
respectively.

Standard & Poor's will continue to closely monitor the performance of the
classes with ratings on CreditWatch.  If the delinquent loans cure to a
point at which monthly excess interest begins to outpace monthly net
losses, thereby allowing O/C to build and provide sufficient credit
enhancement, S&P will affirm the ratings and remove them from CreditWatch.
Conversely, if delinquencies cause substantial realized losses in the
coming months and continue to erode credit enhancement, S&P will take
further negative rating actions on these classes.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

Credit support for these transactions is provided by a combination of
subordination, excess spread, and O/C.  The underlying collateral consists
of conventional, fully amortizing, 30-year, fixed- and adjustable-rate
mortgage loans secured by first and second liens on one- to four-family
residential properties.


          Rating Lowered and Placed on Creditwatch Negative

                         GSAMP Trust 2002-WF

                                        Rating
                                        ------
             Series    Class      To              From
             ------    -----      --              ----
             2002-WF   B-1        BB/Watch Neg    BBB


         Rating Lowered and Remaining on Creditwatch Negative

                         GSAMP Trust 2006-FM1

                                        Rating
                                        ------
             Series    Class      To              From
             ------    -----      --              -----
             2006-FM1  B-4        B/Watch Neg     BB+/Watch Neg


                         Ratings Affirmed

                           GSAMP Trust

     Series      Class                                  Rating
     ------      -----                                  ------
     2002-WF     A-1, A-2B                              AAA
     2002-WF     M-1                                    AA+
     2002-WF     M-2                                    A
     2006-FM1    A-1, A-2A, A-2B, A-2C, A-2D, R, RC, RX AAA
     2006-FM1    M-1                                    AA+
     2006-FM1    M-2, M-3                               AA
     2006-FM1    M-4                                    AA-
     2006-FM1    M-5                                    A+
     2006-FM1    M-6                                    A
     2006-FM1    M-7                                    A-
     2006-FM1    B-1                                    BBB+
     2006-FM1    B-2                                    BBB-
     2006-FM1    B-3                                    BBB-


GSMPS MORTGAGE: S&P Downgrades Ratings on 2 Mortgage Loan Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes B-1 and
B-2 from GSMPS Mortgage Loan Trust 2005-LT1.  The ratings remain on
CreditWatch, where they had been placed with negative implications on Feb.
7, 2007.  At the same time, S&P affirmed its ratings on the remaining
classes from this deal.

The lowered ratings and CreditWatch placements reflect S&P’s concerns over
the continued erosion of credit support after this pool's brief recovery
(of $535,935) in the February 2007 remittance period.  As of the April
2007 remittance period, cumulative losses for series 2005-LT1 totaled
$10.06 million, or 4.07% of the original pool balance.  Credit support for
classes
B-1 and B-2 totaled $2.76 million and $1.28 million, respectively, or
5.16% and 2.39% of the current pool balances.  Total delinquencies and
severe delinquencies (90-plus-days, foreclosures, and REOs) constituted
51.87% and 46.31% of the current pool balances, respectively.

Standard & Poor's will continue to closely monitor the performance of
these classes.  If the delinquent loans cure to a point at which credit
enhancement levels begins to improve due to the shifting interest
structure of the transaction, S&P will affirm the ratings and remove them
from CreditWatch.  Conversely, if delinquencies cause substantial realized
losses in the coming months and continue to erode credit enhancement, S&P
will take further negative rating actions on these classes.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

Credit support for this transaction is provided through subordination.
The pools initially consisted of FHA, VA, and RHS fixed- and
adjustable-rate reperforming mortgage loans.  The mortgage loans are
secured by first liens on one- to four-family residential properties.


       Ratings Lowered and Remaining on Creditwatch Negative

                GSMPS Mortgage Loan Trust 2005-LT1

                                        Rating
                                        ------
               Series     Class   To             From
               ------     -----   --             ----
               2005-LT1   B-1     BB/Watch Neg   BBB/Watch Neg
               2005-LT1   B-2     B/Watch Neg    BB/Watch Neg


                         Ratings Affirmed

                GSMPS Mortgage Loan Trust 2005-LT1

                  Series      Class      Rating
                  ------      -----      ------
                  2005-LT1    A-1         AAA
                  2005-LT1    M-1         AA
                  2005-LT1    M-2         A


H3C HOLDINGS: S&P Rates $430 Million Secured Credit Facility at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate credit
rating to Cayman Islands-based H3C Holdings Ltd.  The outlook is stable.
At the same time, S&P assigned a 'BB' bank loan rating, with a recovery
rating of '1', to a $430 million secured credit facility for H3C.  The
senior secured credit facility includes a $230 million term loan A due
2010 and a
$200 million term loan B due 2012.  Net proceeds will be used to help fund
the acquisition of H3C Technologies Co. Ltd. by 3Com Corp.

"The corporate credit rating on H3C reflects the company's low-cost R&D,
fast growth in the China market, and importance to its parent, 3Com," said
Standard & Poor's credit analyst Shawn Liu.  "These strengths are partly
offset by the weak credit quality of 3Com, highly competitive market
conditions, and customer concentration."

Although H3C and 3Com are separate legal entities, Standard & Poor's
regards them as a single enterprise for its fundamental credit analysis.
This is because H3C is strategically important to 3Com, their lines of
business and products are integrated, and they share managerial and
capital resources.  3Com plans to maintain the "H3C" brand for the
enterprise market and the "3Com"
brand for the small and midsize enterprise market.

H3C's profitability is improving.  Standard & Poor's expects the company's
operating cash flow to continue to grow, supported by continual sales
growth and cost reductions.  As a result, the company is likely to have
adequate means to service its obligations.  S&P estimate that its ratios
of funds from perations to debt and EBITDA interest coverage will remain
in line with those of other 'BB' category rated data networking companies.

Headquartered in Hong Kong, H3C Holdings Ltd is a leading global supplier
of IP networking products and solutions.  Its offering includes routers,
Ethernet switches, wireless LAN, security, Voice/Video over IP products,
SOHO products and network management systems.

H3C has its principal operations in Hangzhou, China and has established
branch companies in Japan, the U.S., South Africa, Korea, Thailand,
Russia, India and Malaysia.  H3C is a wholly owned subsidiary of 3Com
Corporation.


H3C HOLDINGS: Moody's Places Corporate Family Rating at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 corporate family rating to H3C
Holdings Ltd.

At the same time, Moody's has assigned these ratings to the secured U.S.
Dollar loans proposed to be issued by H3C and guaranteed by H3C
Technologies Co Ltd:

   (1) US$230 million Tranche A 3.5-year senior secured
       amortizing loan - Ba2

   (2) US$200 million Tranche B 5.5-year senior secured
       amortizing loan - Ba2

The outlook for these ratings is stable.  This is the first time that
Moody's has assigned ratings to H3C.

"H3C's ratings reflect its established position as the second largest
player in the enterprise networking market in China," says Ken Chan, a
Moody's AVP/Analyst, adding, "Its strong R&D capability and regional
support network underpins its sustainable competitive advantage enabling
it to better serve its customers."

"Moreover, these strengths are supported by H3C's capex-light business
model, which enables positive free cash flow generation for debt
reduction," says Chan.  "Therefore, its credit metrics are projected to
improve over the next few years."

At the same time, Moody's believes a Ba2 rating is appropriate in light of
H3C's position as a fast-growing and relatively small company in a global
technology context, especially with a short operational track record.

"Although Moody's considers the proven execution capability of its
management team, H3C faces some degree of challenge in executing its
strategic initiatives in its international businesses," says Chan.

Furthermore, concerns are evident over a potential weakening of support
and sales from Huawei Technologies, which is no longer a shareholder of
H3C after selling its stake.  As such, there are concerns over continuity
in management and engineering staff as well.  However, these concerns are
partially mitigated by a Non-Compete Agreement between H3C and Huawei and
Equity Appreciation Rights Program put in place to ensure management
continuity.

When compared to other rated regional technology peers such as Hynix
Semiconductor (Ba3/RUR), United Test and Assembly (Ba3/stable) and STATS
ChipPAC (Ba2/RUR), H3C operates in a business segment which is lighter on
capex and experiences a longer technology cycle translating to less
exposure to industry volatility, while generating positive free cash flow,
which supports its Ba2 rating.

H3C is now the wholly-owned subsidiary of 3Com Corporation.  While 3Com
has a longer operational track record, it has a relatively weaker
operating performance compared to H3C.  Moody's notes there are
restrictive loan covenants on dividend payments before loan prepayments.
Moody's draws further comfort that 3Com is debt-free with ample cash on
balance sheets, and therefore it does not post negative impact to H3C's
credit ratings.

The repayment schedule for the US$230 million Tranche A loan is front-end
loaded, with 40% repayment after 6 months of drawdown. This pressures
balance sheet liquidity and debt service coverage ratio given the need to
distribute the one-off EARP payment and US$41 million of capital reduction
to Huawei which was approved in fourth quarter 2006 and held in an escrow
account until it was paid in first quarter 2007.  Such concern is
partially mitigated by its projected strong cash flow generation
capability.  The US$200 million Tranche B loan has a back-end loaded
repayment schedule.

The stable outlook reflects Moody's expectation that H3C will successfully
execute its business plans and grow its business after the sell-out by
Huawei Technologies, while maintaining its free cash flow generation for
debt reduction over the next few years.

A ratings upgrade could evolve over time if the company demonstrates the
ability to maintain its expected growth momentum in China, while
protecting profitability -- especially after the expiration of the
18-month non-compete agreement. Moreover, the ability to maintain positive
free cash flow for debt repayment such that Adjusted TD/EBITDA of below
1.5-2.0x and EBITDA/Int of above 6.0-8.0x over the cycle will be positive
for the ratings.

On the other hand, the rating could experience downward pressure if:

   (1) sales growth traction is below expectations over the next
       few years;

   (2) the company fails to generate positive free cash flow for
       debt repayments, such that Adjusted TD/EBITDA exceeds
       3.0-4.0x, EBITDA/Int falls below 4.0-5.0x and Debt
       Service Coverage Ratio falls below 1.5-2.0x over the
       cycle, and

   (3) there is evidence of cash leakage to fund affiliated
       companies.

Headquartered in Hong Kong, H3C Holdings Ltd is a leading global supplier
of IP networking products and solutions.  Its offering includes routers,
Ethernet switches, wireless LAN, security, Voice/Video over IP products,
SOHO products and network management systems.

H3C has its principal operations in Hangzhou, China and has established
branch companies in Japan, the U.S., South Africa, Korea, Thailand,
Russia, India and Malaysia.  H3C is a wholly owned subsidiary of 3Com
Corporation.


HANCOCK FABRICS: U.S. Trustee Appoints Equity Holders Committee
---------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Kelly
Beaudin Stapleton, the United States Trustee for Region 3,
appointed, during the May 22, 2007 meeting, three parties to
serve as the Official Committee of Equity Security Holders in the
Hancock Fabrics Inc. and debtor-affiliates' chapter 11 cases.

As reported in the Troubled Company Reporter on May 15, 2007, Kelly
Beaudin Stapleton, the U.S. Trustee for Region 3, scheduled the
organizational meeting of equity security stockholders, which was held at
the J. Caleb Boggs Federal Building, Room 5209, 844 King Street, in
Wilmington, Delaware, for the sole purpose of forming a committee of
equity security holders in the Debtor's cases.

The Equity Committee shall consist of:

   (1) Berg & Berg Enterprises, LLC
       Attn: Carl E. Berg
       10050 Bandley Drive
       Cupertino, California 95014
       Tel: 408-725-0700
       Fax: 408-725-7626

   (2) Trellus Management
       Attn: Ryan Schedler
       350 Madison Avenue, 9th Floor
       New York, New York 10017,
       Tel: 212-389-8787
       Fax: 212-389-8798

   (3) Warren B. Kanders
       One Landmark Square, 22nd Floor
       Stamford, Connecticut 06901
       Tel: 203-552-9600
       Fax: 203-552-9607

Under Section 1102(a)(1), the Equity Committee has the right to
employ legal and accounting professionals and financial advisors,
at the Debtors' expense.  As fiduciary to the general population
of equity holders it represents, the panel may investigate the
Debtors' business and financial affairs.

In addition, the Equity Committee will 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.

The Equity Committee appointment, however, is no guarantee that
there will be anything left for shareholders at the end of the
Debtors' Chapter 11 restructuring -- but it indicates that the
U.S. Trustee is convinced that the Debtors have "a good shot at a
happy ending," according to the Associated Press.

"We're still fairly new to the game.  We'll learn more about it.
But from our current assessment it appears that with the closing
of the underperforming stores, there's a viable core business
here that will be able to support a stand-alone reorganization
where creditors are paid in full," John A. Bicks, Esq., at
Sonnenschein Nath & Rosenthal, in New York, said on the Equity
Committee's behalf, according to AP.

Shareholders are partly "optimistic" because the Debtors'
troubles are rooted largely in what they see as overcautiousness
by auditors in the post-Sarbanes-Oxley Act era, AP reports.

                      About Hancock Fabrics

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

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

The Debtors exclusive period to file a chapter 11 plan expires on
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 9,
http://bankrupt.com/newsstand/or 215/945-7000).


HANCOCK FABRICS: Panel May Retain Cooley Godward as Lead Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware has
granted authority to the Official Committee of Unsecured Creditors in
Hancock Fabrics Inc. and debtor-affiliates' bankruptcy cases to retain
Cooley Godward Kronish LLP as its lead
bankruptcy counsel, nunc pro tunc to April 4, 2007.

As reported in the Troubled Company Reporter on April 25, 2007.
Michael McDonagh, the co-chairperson of the Committee, informed
the Court that Cooley has extensive experience in representing
creditors' committees in Chapter 11 retail proceedings like
Federated Department Stores, Bob's Stores, Gateway Apparel,
Jacobson's Stores, Levitz Home Furnishings, Stage Stores and
Liberty House.  Cooley also has extensive experience in
representing creditors' committees in Delaware cases, including
Copelands Enterprises, Weiner's Stores, Lid Corporation, Just for
Feet, Today's Man and Loehmann's.

As lead counsel to the Creditors Committee, Cooley is expected to:

   (a) attend meetings of the Committee;

   (b) review financial information furnished by the Debtors to
       the Committee;

   (c) review and investigate the liens of the purported secured
       parties;

   (d) confer with the Debtors' management and counsel;

   (e) coordinate efforts to sell the Debtors' assets in a manner
       that maximizes the value for unsecured creditors;

   (f) review the Debtors' proposed business plan;

   (g) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before the Court;

   (h) investigate potential causes of action that may inure to
       the benefit of the Committee's constituency;

   (i) file appropriate pleadings on the Committee' behalf;

   (j) review and analyze accountant's work product and reports
       to the Committee;

   (k) provide the Committee with legal advice in relation to the
       Debtors' Chapter 11 cases;

   (l) prepare various applications and memoranda of law and
       handle all other matters relating to the representation of
       the Committee that may arise;

   (m) assist the Committee in negotiations with the Debtors and
       other parties-in-interest on any plan of reorganization
       that may be proposed; and

   (n) provide information to creditors in accordance with
       Section 1102(b)(3) of the Bankruptcy Code, subject to
       confidentiality agreements and court orders.

Cooley's services will be paid according to the firm's customary
hourly rates:

         Professional              Hourly Rates
         ------------              ------------
         Jay Indyke, Esq.              $680
         Cathy Hershcopf               $605
         Gregory Plotko                $480
         Brent Weisenberg              $460
         Michael Klein                 $350

Cooley will also be reimbursed for any out-of-pocket expenses the
firm incurs in connection with its representation of the
Creditors Committee.

Jay Indyke, Esq., a partner at Cooley Godward Kronish, LLP,
assured the Court that his firm does not represent any interest
adverse to the Creditors Committee, the Debtors and their
estates, and is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

According to Mr. Indyke, Cooley previously represented,
currently represents and may represent Wachovia Bank, N.A., the
CIT Group and PricewaterhouseCoopers in matters totally unrelated
to the Debtors' Chapter 11 cases.

                      About Hancock Fabrics

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

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

The Debtors exclusive period to file a chapter 11 plan expires on
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 8,
http://bankrupt.com/newsstand/or 215/945-7000).


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

As reported in the Troubled Company Reporter on May 11, 2007, the
Creditors Committee selected Saul Ewing LLP because, according to  Michael
McDonagh, co-chairperson of the Creditors Committee, the firm's  members
and associates possess extensive knowledge and considerable expertise in
the fields of bankruptcy, insolvency,
and reorganizations, Michael McDonagh, co-chairperson of the
Creditors Committee, tells the Court.

As Delaware counsel, Saul Ewing LLP is expected to:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                      About Hancock Fabrics

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

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

The Debtors exclusive period to file a chapter 11 plan expires on
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 8,
http://bankrupt.com/newsstand/or 215/945-7000).


HERBALIFE LTD: Elects CEO Michael Johnson as Board's Chairman
-------------------------------------------------------------
Herbalife Ltd. has named Chief Executive Officer Michael O. Johnson as
chairman of the company’s board of directors.

Since taking the helm in April 2003, Mr. Johnson has developed a close
working relationship of mutual respect with the company's independent
distributors, a factor considered by the nominating committee.

The board also created the post of director-in-charge of executive
sessions, which will be held on a rotating, annual basis by an independent
director, to facilitate executive meetings of the board’s independent
directors.  Richard Bermingham has been appointed to this role for the
next 12 months.

The board accepted the resignations of Chairman Peter Castleman and member
David Halbert.   Messrs. Castleman and Halbert resigned to focus on their
other business activities.

Since Mr. Johnson took the company public in December 2004, its market cap
has nearly tripled.

Herbalife Ltd. (NYSE: HLF) -- http://www.herbalife.com/--
Herbalife, now in its 26th year, conducts business in 62
countries.  The company does business with several manufacturers
worldwide and has its own manufacturing facility in Suzhou,
China as well as major distribution centers in Venray,
Netherlands, Japan, Los Angeles, Calif., Memphis, Tenn.,
Guadalajara, Mexico, and El Salvador.  The company also has
operations in Venezuela.

                          *    *     *


As reported in the Troubled Company Reporter on April 5, 2007,
Standard & Poor's Ratings Services said that its 'BB+' corporate
credit rating on Los Angeles-based Herbalife Ltd. remains on
CreditWatch with negative implications following the company's
announcement that the company's board of directors has rejected a
bid to be acquired by Whitney V L.P.  The board indicated that
although it views Whitney's bid as too low, it would consider an
improved offer.


HILTON HOTELS: Matthew Hart Replaces Stephen Bollenbach as CEO
--------------------------------------------------------------
The Board of Directors of Hilton Hotels Corporation has named Matthew J.
Hart as the president and chief executive officer effective Jan. 1, 2008.

Mr. Hart, currently the company's chief operating officer, will replace
Stephen F. Bollenbach, who will continue to be the co-chairman of the
board and will serve as an employee consultant.

Mr. Hart will become only the fourth chief executive officer in the
company's nearly 90-year history, following Conrad N. Hilton, Barron
Hilton and Mr. Bollenbach.  Since joining Hilton in 1996, he has been
instrumental in completing several strategic transactions, including the
acquisitions of Bally's Entertainment, Promus Hotel Company and Hilton
International.  He also helped in creating and implementing the company's
financial strategy, overseeing the acquisition of numerous hotel
properties, and introducing several new product, service and marketing
initiatives, including the launch of the company's new luxury brand, The
Waldorf=Astoria Collection.

"With his nearly 30 years of experience in the lodging industry, and the
breadth of his responsibilities here at Hilton since 1996, including
driving our financial and operational activities, Matt is uniquely suited
to lead our company into the future and strengthen our position as the
premier global hotel company," said Mr. Bollenbach.  "This is the next
logical step in Matt's career and one that he is perfectly equipped to
take on.  The Board of Directors and I are confident that Matt and his
team will take Hilton to new heights in the coming years."

Mr. Hart said, "I am deeply honored to follow as CEO such respected
business leaders and pioneers as Barron and Steve, and am grateful for the
confidence the Board has shown in me.  Our company's worldwide prospects
and opportunities have never been greater, and with the industry's best
management team and 100,000 talented and dedicated team members around the
world, we look forward to continue delivering great results to our
customers, to our owners and to our shareholders."

One of the most visible and respected executives in the lodging industry,
Mr. Hart is highly regarded for his participation in and leadership of
numerous industry organizations and events.  He is a featured annual
panelist and speaker at the prestigious NYU Lodging Conference and was the
keynote speaker at the 2007 International PowWow, the travel industry's
premier business exhibition.  In addition, he is active in the American
Hotel & Lodging Association's Industry Real Estate Financing Advisory
Council, receiving the organization's Lifetime Achievement Award in 2003.

After joining Hilton in 1996 as executive vice president and chief
financial officer, Mr. Hart was named president and chief operating
officer in 2004.  Prior to joining Hilton, he was senior vice president
and treasurer for the Walt Disney Company, before which he served as
executive vice president and chief financial officer for Host Marriott
Corporation.  He also held various financial positions with Marriott
Corporation, which he joined in 1981 as manager, project finance.  Mr.
Hart also was a lending officer with Bankers Trust Company in New York.

In addition to serving on Hilton's board of directors, Mr. Hart is a
director of US Airways Group, Inc., Kilroy Realty Corporation and the
non-profit Heal the Bay.  He graduated cum laude from Vanderbilt
University in 1974 and received his MBA from Columbia University in 1976.

                      About Hilton Hotels

Hilton Hotels Corporation (NYSE:HLT)
-- http://www.hiltonworldwide.com/--  owns and manages hotel
including Hilton, Conrad, Doubletree, Embassy Suites Hotels,
Hampton Inn, Hampton Inn & Suites, Hilton Garden Inn, Hilton Grand
Vacations, Homewood Suites by Hilton and The Waldorf=Astoria
Collection.

                         *     *     *

As reported in the Troubled Company Reporter on March 6, 2007,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured ratings on Hilton Hotels Corp. to 'BB+' from 'BB'
and removed the ratings from CreditWatch where they were placed
with positive implications on Jan. 31, 2007.  The outlook is
stable.


HUB INT’L: Proposed Debt Issuances Prompt S&P to Junk Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' counterparty credit
rating to Hub International Ltd.

Standard & Poor's also said that the outlook on Hub is stable.

In addition, Standard & Poor's assigned its 'B' senior secured debt rating
to Hub's proposed $775 million of senior secured credit facilities, which
consist of a $675 million term loan B and a $100 million revolver.
Standard & Poor's also assigned its 'CCC+' senior unsecured debt rating to
Hub's proposed $395 million senior unsecured notes and its 'CCC+' senior
subordinated debt rating to Hub's proposed $395 million senior
subordinated note issuances.

The proceeds will be used to finance a proposed $1.9 billion acquisition
of Hub by a group of private investors led by APAX Partners.  The
transaction is being capitalized with
$1.325 billion of debt and about $663 million of equity.

"The ratings on Hub reflect its significantly deteriorated financial
flexibility following the proposed issuance of debt to finance the
acquisition," explained Standard & Poor's credit analyst Julie Herman.
"They also reflect Hub's low-quality balance sheet because of large
amounts of goodwill and intangibles."  The ratings are also based on Hub's
rapid acquisition strategy that, though disciplined, poses inherent
execution risks and decentralized organizational structure, which has
resulted in challenges to fully realizing potential synergies or
maximizing operational efficiency.   Offsetting strengths include Hub's
consistent success in enhancing its competitive scale and geographic
footprint, consistent history of healthy operating results and cash flow,
and good earnings diversification within the brokerage segment.

Standard & Poor's views Hub's acquisition strategy favorably and believes
that Hub's disciplined approach to acquisitions has enabled the company to
have consistent profitability while sustaining rapid growth.  Nonetheless,
S&P believe there are inherent execution risks associated with an
acquisition strategy, especially such a rapid one, as the company has
acquired
approximately 135 brokerages since inception.

Although Hub's decentralized structure and the entrepreneurial nature of
its hub brokerages have contributed to its success, it poses challenges in
maximizing operational efficiency and fully realizing potential synergies
between the hubs.  Standard & Poor's, while recognizing the progress that
the company has made in recent years, believes that increased coordination
of the company's hub brokerages is needed to fully leverage the scale it
has achieved since inception.

Management has demonstrated a successful track record of building Hub's
competitive position through acquisitions, thereby significantly expanding
its scale of operations while building out its geographic footprint.  The
company has increased its revenue to $543.9 million in 2006 from $38.7
million at the company's start in 1998, transforming it from a small
Canadian brokerage
operation to a leading middle-market player in the U.S. brokerage space.

Hub has demonstrated favorable and consistent operating results since
beginning its operations.  The company has been successful in maintaining
the profitability of its business throughout its rapid growth through a
disciplined approach to acquisitions.  Furthermore, despite the continued
overall insurance premium rate softness in most markets in which the
company is concentrated, Hub has also been able to sustain positive
organic growth of 2.8% in 2006, attributable in part to a continued sales
focus in 2006.  In addition, the company has maintained healthy cash flows
from operations because of its highly cash generative business model, with
$96.6 million of operating cash flows in 2006.

Hub has a well-diversified revenue stream within the brokerage sector,
offering a broad array of insurance-related products and services,
including property/casualty, life and health, employee benefits, and risk
management.  The company's ability to offer a varied menu of products to
its clientele further enhances its competitive position, as does the
protection its diversification affords from the cyclical nature of the
property/casualty sector, particularly in light of the current challenging
rate environment.

If the company's interest-coverage and debt-leverage metrics fall short of
S&P’s expectations, the outlook or ratings could be revised downward,
particularly if the deterioration results from an unsuccessful execution
of its acquisition strategy.  If the company is able to improve its
financial profile materially such that these metrics exceed S&P’s
expectations significantly, Standard & Poor's will consider revising the
outlook to positive.

Chicago, Ill.-based Hub International Limited (NYSE: HBG)(TSX: HBG) --
http://ir.hubinternational.com/-- a North American insurance brokerage,
provides property and casualty, reinsurance, life and health, employee
benefits, investment and risk management products and services through
offices located in the United States and Canada.


INDALEX HOLDING: Poor Performance Cues S&P's Negative Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on aluminum
extruder Indalex Holding Corp. to negative from stable and affirmed all
its ratings, including the 'B' corporate credit rating.

"The outlook revision reflects deteriorating operating performance,
aggressive debt levels, and poor cash flow generation due to weak market
conditions," said Standard & Poor's credit analyst Thomas Watters.

The ratings on Lincolnshire, Illinois-based Indalex reflect the company's
exposure to highly cyclical and competitive markets, thin margins, import
concerns, limited free cash flow, and aggressive financial leverage.  The
ratings also reflect the company's low fixed-cost structure and insulation
from aluminum-price volatility for the vast majority of its sales.

Financial leverage is very aggressive, with total debt to EBITDA of 7.2x
for the 12 months ended March 31, 2007.

Indalex is one of the largest aluminum extruders in the highly fragmented
North American market, with more than $1 billion in revenues.  The
company's markets are highly competitive.  Although the company sells its
products across several industries, it derives a majority of its revenues
from the highly cyclical transportation and construction sectors.

Headquartered in Lincolnshire, Illinois, Indalex Holding Corp. --
http://www.indalex.com/ -- a wholly owned subsidiary of Indalex Holdings
Finance Inc., through its operating subsidiaries Indalex Inc. and Indalex
Ltd., is the largest independent producer of soft alloy extrusion products
and the second largest aluminum extruder in North America.

Indalex Holding Corp.'s aluminum extrusion products are widely used
throughout industrial, commercial, and residential applications and are
customized to meet specific end-user requirements.  The company's North
American network includes two cast houses, 14 extrusion facilities, 37
extrusion presses with circle sizes up to 12 in., a variety of fabrication
and close tolerance capabilities, 9 electrostatic paint lines and three
anodizing operations.  The company has an extrusion facility in China.


JED OIL: Dec. 31 Balance Sheet Upside-Down by $42.2 Million
-----------------------------------------------------------
JED Oil Inc. reported financial results for the fourth quarter and year
ended Dec. 31, 2006.

At Dec. 31, 2006, the company's balance sheet showed $36,015,655 in total
assets, $78,266,519 in total liabilities, resulting in a $42,250,864
stockholders' deficit.

Jed Oil reported a net loss of $16.5 million in fourth quarter, compared
to $302,000 for the same period in the previous year.

In year ended Dec. 31, 2006, the company incurred a net loss of $77.5
million, compared to  $1.1 million net income in 2005.  The decline was
due to non-cash write-downs of oil & gas assets in the third quarter of
2006.

Revenue rose 161% to over $25.2 million in year 2006, from
$9.6 million for the same period in 2005.  The non-cash write down
amounting to $49.5 million in Canadian assets and $16.4 million in
impaired US assets and management, were results of reduced overhead
expenses and asset rationalization and reinvestment program implementation
aimed to enhance future cash flows.

As at Dec. 31, 2006, the company has recorded significant non-cash
write-downs, which do not have an immediate cash flow effect, however,
they do reflect the ability of the underlying assets to produce cash flow
in the future based on current year-end pricing for oil and gas.  The
write-downs in third quarter 2006 was caused by higher than anticipated
production declines in natural gas producing wells which resulted in a
revision to the estimated of proven reserves for those wells.

"The company has exchanged non-core oil and gas assets with Enterra Energy
Corp for $11.7 million in receivables owed by Enterra for 100% of
Enterra's working interest in North Ferrier and approximately 57.5% of
Enterra’s interest in East Ferrier, which were valued on proven and
probable reserve values discounted at 10%." James Rundell, president of
JED, stated.  "Subsequently, JED sold all of its interest in East Ferrier
in November 2006 to a third party for proceeds of $23.5 million.  Sale
proceeds were used to reduce outstanding payables and the company's
operating loan payable."

                         About JED Oil Inc.

Headquartered in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) --
http://www.jedoil.com/-- is an oil and natural gas company that
commenced operations in the second quarter of 2004 and has begun
to develop and operate oil and natural gas properties principally
in western Canada and the United States.  The company was founded
in September 2003.

                          *     *     *

Ernst & Young LLP, at Calgary, Canada, raised substantial doubt about the
company's ability to continue as a going concern.  The auditor pointed to
the company's substantial net loss, negative cash flow from operations,
and a working capital and stockholders' deficiency at Dec. 31, 2006.


JESUS JUSINO: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jesus M. Jusino
        6 Tamara Court
        Lakewood, NJ 08701

Bankruptcy Case No.: 07-17080

Chapter 11 Petition Date: May 22, 2007

Court: District of New Jersey (Trenton)

Debtor's Counsel: Joseph Albanese, Esq.
                  915 Lacey Road
                  Forked River, NJ 08731
                  Tel: (609) 971-6200
                  Fax: (609) 971-6300

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
A.M.C. Mortgage Services         8 Belgian Hill        $364,132
P.O. Box 11000                   Road
Santa Ana, CA 92711-1000         Lakewood, NJ
                                 08701; value of
                                 security:
                                 $350,000

                                 224 Rachel Court      $314,699
                                 Lakewood, NJ
                                 08701

                                 414 Woodlake          $152,680
                                 Manor, Suite 414
                                 Lakewood, NJ
                                 08701; value of
                                 security:
                                 $140,000

                                 418 Cleveland          $60,862
                                 Avenue,
                                 Trenton, NJ
                                 08601; value of
                                 security:
                                 $50,000

Cenlar                           15 Pawnee Road        $324,000
P.O. Box 77404                   Lakewood, NJ
Ewing, NJ 08628                  08701

                                 123 West Fifth        $227,859
                                 Street
                                 Howell, NJ
                                 07731; value of
                                 security:
                                 $200,000

                                 969 Claire Drive       $53,219
                                 Lakewood, NJ
                                 08701; value of
                                 security:
                                 $280,000; value
                                 of senior lien:
                                 $283,467

                                 123 West Fifth         $28,495
                                 Street
                                 Howell, NJ
                                 07731; value of
                                 security:
                                 $200,000; value
                                 of senior lien:
                                 $227,859

America's Servicing Company      2125 Second           $268,000
P.O. Box 1820                    Avenue
Newark, NJ 07101-1820            Toms River, NJ
                                 08757; value of
                                 security:
                                 $240,000

IndyMac Bank                     216 Williams          $240,000
                                 Street,
                                 Lakewood, NJ
                                 08701; value
                                 of security:
                                 $230,000;
                                 value of senior
                                 lien:
                                 $44,983

Countrywide Home Loans           40 Amherst Road       $211,467
                                 South Toms River,
                                 NJ

                                 40 Amherst Road        $26,478
                                 South Toms River,
                                 NJ; value of
                                 senior lien:
                                 $211,467

Fairmont Funding                 86 Joda Drive         $176,000
                                 Lakewood, NJ
                                 08701; value
                                 of security:
                                 $160,000

                                 86 Joda Drive          $32,994
                                 Lakewood, NJ
                                 08701; value
                                 of security:
                                 $160,000;
                                 value of senior
                                 lien:
                                 $176,000

E.M.C. Mortgage                  614 Edgewood          $101,600
                                 Avenue,
                                 Trenton, NJ;
                                 value of
                                 security:
                                 $90,000

                                 614 Edgewood           $18,918
                                 Avenue,
                                 Trenton, NJ;
                                 value of
                                 security:
                                 $90,000;
                                 value of
                                 senior lien:
                                 $101,600

America's Servicing Company      231 Homewood           $93,386
Des Moines, IA                   Avenue,
                                 Elkhart, IN
                                 46516; value of
                                 security:
                                 $85,000; value
                                 of senior lien:
                                 $11,677

Irwin Home Equity                1406 Stark             $27,327
                                 Street
                                 Lakewood, NJ
                                 08701; value
                                 of security:
                                 $220,000;
                                 value of senior
                                 lien:
                                 $220,673

Bank of America                  credit card            $20,107
                                 purchasers



Citi Card                        credit card            $11,371
                                 purchases


JOSEPH CONNERS: Chapter 11 Voluntary Case Summary
-------------------------------------------------
Debtor: Joseph F. Conners, Esq.
        aka Joe F. Conners
        2819 Powells Valley Road
        Halifax, PA 17032

Bankruptcy Case No.: 07-01539

Chapter 11 Petition Date: May 21, 2007

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff, P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


JP MORGAN: S&P Rates $12.333 Million Class P Certificates at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary ratings to
J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-CIBC19's $3.3
billion commercial mortgage pass-through certificates series 2007-CIBC19.

The preliminary ratings are based on information as of May 25, 2007.
Subsequent information may result in the assignment of final ratings that
differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic and
property type diversity of the loans.  Class A-1, A-2, A-3, A-4, A-SB,
A-1A, X-1, X-2, A-M, A-MFL, A-J, A-JFL, B, C, and D are currently being
offered publicly.  Standard & Poor's analysis of the portfolio determined
that, on a weighted average basis, the pool has debt service coverage of
1.24x, a beginning LTV of 114.1%, and an ending LTV of 106.6%.  The rated
final maturity date for these certificates is Feb. 12, 2049.  Unless
otherwise indicated, pool balances and statistics do not include five B
notes that have not been contributed to the trust, but are related to A
notes of A/B loans included in the pool.  For the purpose of calculating
the number of loans, Standard & Poor's considers each
group of cross-collateralized and cross-defaulted loans as one loan.


                   Preliminary Ratings Assigned
J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-CIBC19

      Class       Rating         Amount   Recommended credit
                                               Support
      -----       ------         ------    ----------------
       A-1        AAA            52,995,000    30.000%
       A-2        AAA           151,614,000    30.000%
       A-3        AAA           180,000,000    30.000%
       A-4        AAA         1,204,222,000    30.000%
       A-SB       AAA           117,625,000    30.000%
       A-1A       AAA           595,708,000    30.000%
       X-1*       AAA         3,288,806,503       N/A
       X-2*       AAA         3,263,760,000       N/A
       A-M        AAA           278,881,000    20.000%
       A-MFL      AAA            50,000,000    20.000%
       A-J        AAA           213,104,000    12.000%
       A-JFL      AAA            50,000,000    12.000%
       B          AA             61,665,000    10.125%
       C          AA-            32,888,000     9.125%
       D          A              49,333,000     7.625%
       E          A-             36,999,000     6.500%
       F          BBB+           41,110,000     5.250%
       G          BBB            32,888,000     4.250%
       H          BBB-           41,110,000     3.000%
       J          BB+             8,222,000     2.750%
       K          BB              8,222,000     2.500%
       L          BB-            16,444,000     2.000%
       M          B+              8,222,000     1.750%
       N          B               4,111,000     1.625%
       P          B-             12,333,000     1.250%
       NR         NR             41,110,503       N/A



        *Interest-only class with a notional amount.

                    N/A--Not applicable.

                       NR--Not rated.


KINDER MORGAN: Resolves Civil Claims on California Petroleum Leak
-----------------------------------------------------------------
Kinder Morgan Energy Partners, L.P. entered into a consent agreement with
various governmental agencies to resolve civil claims relating to the
unintentional release of petroleum products during three pipeline
incidents in northern California.

The releases occurred in the Suisun Marsh area in Solano County in April
2004, in Oakland in February 2005 and near Donner Pass in April 2005.  KMP
has undertaken a number of operations and pipeline integrity initiatives
to prevent similar incidents from occurring in the future.  The Concord to
Sacramento pipeline that was involved in the Suisun Marsh incident was
replaced in late 2004 as part of a major expansion project and was routed
outside the marsh area.

Under the Consent Agreement, KMP agreed to pay approximately
$3.7 million in civil penalties, $1.3 million in natural resource damages
and assessment costs, and $170,000 in agency response and future
remediation monitoring costs.

In addition, KMP agreed to perform enhancements in its Pacific Operations
relative to its spill prevention, response and reporting practices, the
majority of which have already been implemented.

The agreement was reached with the United States Environmental Protection
Agency, Department of the Interior, Department of Justice and the National
Oceanic and Atmospheric Administration, as well as the State of California
Department of Fish and Game, Office of Spill Prevention and Response, and
the San Francisco Bay and Lahontan Regional Water Quality Control Boards.

"Our approach has been to reach agreements with the appropriate parties to
compensate for these past releases and to make concerted efforts to
prevent future incidents," said Tom Bannigan, president of KMP's Products
Pipelines.  "We are pleased to have reached a settlement that is
acceptable to all parties, and we are proud of the progress that we have
made through our own 'operational excellence' initiative that began over
two years ago."

Specific to the releases in the Consent Agreement, KMP has substantially
completed remediation and restoration activities in consultation with the
appropriate state and federal regulatory agencies at the location of each
release. Remaining restoration work at the Suisun Marsh and Donner Pass
areas is expected to be completed in the fall of 2007.

Based in Houston, Texas, Kinder Morgan Energy Partners L.P.
-- http://www.kindermorgan.com/--  is one of the largest publicly traded
pipeline limited partnerships in America.  KMP owns an interest in or
operates approximately 26,000 miles of pipelines and more than 150
terminals.  Its pipelines transport more than
2 million barrels/day of gasoline and other petroleum products and up to 7
billion cubic feet/day of natural gas.  Its terminals handle over 90
million tons of coal and other dry-bulk materials annually and have a
liquids storage capacity of about 70 million barrels for petroleum
products and chemicals.  KMP is also the leading provider of CO2 for
enhanced oil recovery projects in North America.

The general partner of KMP is owned by Kinder Morgan Inc. (NYSE: KMI), one
of the largest energy transportation, storage and distribution companies
in North America.  Combined, the two companies have an enterprise value of
more than $35 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 13, 2007,
Fitch Ratings assigned a 'BB/RR2' rating to Kinder Morgan Inc.'s proposed
$7.3 billion senior secured credit facilities.

In addition, Fitch also downgraded and removed from Rating Watch Negative
the outstanding ratings for KMI and Kinder Morgan Energy Partners L.P.


KINDER MORGAN: S&P Rates $7.3 Billion Credit Facilities at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan rating and
'3' recovery rating to Kinder Morgan Inc.'s
$7.3 billion credit facilities based on preliminary terms and conditions.
The '3' recovery rating indicates the expectation of meaningful (50% to
80%) recovery of principal in the event of a
payment default.

The facilities comprise a $1 billion six and one-half year term loan A, a
$3.3 billion seven-year term loan B, a $2 billion three-year term loan C,
and a $1 billion six-year revolving credit facility.

Standard & Poor's also affirmed its 'BB-' rating on KMI's unsecured debt,
as that debt is to be ratably secured with the new secured bank loans.
The corporate credit rating on the company is 'BB-' and the outlook is
stable.

"The ratings on KMI reflect the significant debt leverage that is being
taken on in a management-led buyout of the company's public shareholders,"
said Standard & Poor's credit analyst Todd Shipman.

"An aggressive plan to delever, which has already been largely
implemented before the consummation of the KMI purchase by management and
private equity investors, helps to maintain credit quality in the face of
the considerable risk inherent in the transaction," said Mr. Shipman.

Proceeds from the bank loan borrowings will be used to repay some existing
debt, partially fund the buyout of publicly-held KMI shares, and, in the
case of the revolving facility, to provide working capital and meet other
liquidity needs at KMI.

Kinder Morgan Inc. (NYSE: KMI), one of the largest energy transportation,
storage and distribution companies in North America, is the general
partner of Houston, Tex.-based Kinder Morgan Energy Partners L.P.

Kinder Morgan Energy -- http://www.kindermorgan.com/-- is one of the
largest publicly traded pipeline limited partnerships in America.  KMP
owns an interest in or operates approximately 26,000 miles of pipelines
and more than 150 terminals.  Its pipelines transport more than 2 million
barrels/day of gasoline and other petroleum products and up to 7 billion
cubic feet/day of natural gas.  Its terminals handle over 90 million tons
of coal and other dry-bulk materials annually and have a liquids storage
capacity of about 70 million barrels for petroleum products and chemicals.
KMP is also the leading provider of CO2 for enhanced oil recovery
projects in North America.

Combined, the two companies have an enterprise value of more than $35
billion.


LEVEL 3: Shareholders Okays Reverse Stock Split at Annual Meeting
-----------------------------------------------------------------
Level 3 Communications, Inc. held its 2007 Annual Meeting of Stockholders
in Broomfield, Colorado.

At the meeting, the company’s stockholders:

   * approved, granting the company’s Board of Directors
     discretionary authority, to amend the company’s restated
     certificate of incorporation in the future to implement a
     reverse stock split at one of four possible ratios: 1-for-5,
     1-for-10, 1-for-15, and 1-for-20.  The company’s Board of
     Directors has taken no action with respect to a reverse stock
     split at this time.

   * re-elected Walter Scott, Jr., James Q. Crowe, and Robert E.
     Julian as Class I directors of the company, and Arun
     Netravali, John T. Reed and Michael B. Yanney as Class III
     directors of the company.  All directors will serve a one-
     year term until the 2008 Annual Meeting of Stockholders.

   * approved a stockholder proposal urging the company to take
     all steps necessary, in compliance with applicable law, to
     remove the supermajority vote requirements in its amended and
     restated certificate of incorporation and by-laws, including
     but not limited to, the supermajority vote requirements
     necessary to amend the company’s by-laws.

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is an international
communications company.  The company provides a comprehensive
suite of services over its broadband fiber optic network including
Internet Protocol (IP) services, broadband transport and
infrastructure services, colocation services, voice services and
voice over IP services.

                          *     *     *

Level 3 Communications Inc. and wholly owned subsidiary, Level 3
Financing Inc. carry Standard & Poor's Rating Services' 'B-'
corporate credit rating.  The outlook is stable.

The company's new $1 billion term loan carries Moody's Investors
Service's B1 rating and the company's $1 billion fixed and
floating rate notes at its Financing subsidiary carry Moody's B3
rating.  It also bears Moody's Caa1 corporate family rating with a
stable outlook.


LIFEPOINT HOSPITALS: Mulls $500MM Convertible Sr. Notes Offering
----------------------------------------------------------------
LifePoint Hospitals Inc. intends to offer, subject to market and other
considerations, $500 million aggregate principal amount of Convertible
Senior Subordinated Notes due May 15, 2014.

The company also intends to grant the underwriters an over-allotment
option to purchase up to $75 million of additional notes.

The Company intends to use the proceeds from the offering to repay
indebtedness under its revolving credit facility and term loan facility.

The notes will be issued pursuant to an effective registration statement
filed with the U.S. Securities and Exchange Commission.

Citi will act as the book-running manager in connection with the offering.

Copies of the preliminary prospectus relating to the offering may be
obtained from:

           Citi
           Brooklyn Army Terminal
           140 58th Street, 8th Floor
           Brooklyn, NY 11220
           Tel: (718) 765-6732

Headquartered at Brentwood, Tenn., LifePoint Hospitals, Inc. (NASDAQ:
LPNT) -- http://www.lifepointhospitals.com/-- provides healthcare
services in non-urban communities in 19 states.  Of the Company's 50
hospitals, 47 are in communities where LifePoint Hospitals is the sole
community hospital provider.  LifePoint Hospitals is affiliated with
approximately 21,000 employees.

                           *     *     *

As reported in the Troubled Company Reporter on May 2, 2007, Fitch Ratings
has affirmed the ratings for LifePoint Hospitals
Inc. including Issuer Default Rating at 'BB-'; Secured bank credit
facility at 'BB-'; and Senior subordinated convertible notes 'B'.  Fitch
said the rating outlook is stable.


LISA FERNANDEZ: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Lisa E. Fernandez
        aka Lisa E. Cavanaugh
        4322 Hollow Tree Court
        Yorba Linda, CA 92886

Bankruptcy Case No.: 07-11503

Chapter 11 Petition Date: May 23, 2007

Court: Central District Of California (Santa Ana)

Debtor's Counsel: Annie Verdries, Esq.
                  650 Town Center Drive, Suite 1400
                  Costa Mesa, CA 92626-1970
                  Tel: (714) 545-9200
                  Fax: (714) 850-1030

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


LUZ TOBIAS: Chapter 11 Voluntary Case Summary
---------------------------------------------
Debtor: Luz D. Tobias
        aka Luz C. Tobias
        14100 West Windward Avenue
        Goodyear, AZ 85338

Bankruptcy Case No.: 07-02316

Chapter 11 Petition Date: May 21, 2007

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Allan D. Newdelman, Esq.
                  80 East Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


MARKUS PAUL: Case Summary & 22 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Markus Paul, L.L.C.
        dba Chinook Tavern
        265 Detroit Street
        Denver, CO 80206

Bankruptcy Case No.: 07-15345

Type of Business: The Debtor is a restaurant.  See
                  http://www.chinooktavern.com/

Chapter 11 Petition Date: May 23, 2007

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  Kutner, Miller, Brinen, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

Estimated Assets:                   Unknown

Estimated Debts: $1 Million to $100 Million

Debtor's 22 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Lieselotte Georg                                       $649,947
575 Spring Ranch Drive
Golden, CO 80401

Manfred H. Georg                                       $491,883
575 Spring Ranch Drive
Golden, CO 80401

Internal Revenue Service                                $80,000
Ogden, UT 84201

Folkart, L.L.C.                                         $55,759

Clemens Georg                                           $30,028

Bevinco                                                  $8,925

Doussard Hodel Markman &                                 $6,490
Bowers, L.L.P.

Cesar Soto Colorado                                      $3,752

Simon Trusts                                             $2,713

Anthem                                                   $2,527

Office Depot                                             $2,339

Antonio Bates Bernard, P.C.                              $2,267

Cherry Creek Chamber of Commerce                         $1,850

Hamilton, Linen, & Uniform                               $1,323

Dining Out                                                 $900

Bill's Mechanical Service                                  $722

Butler Rents                                               $583

Bauhaus, Inc.                                              $425

Terminix                                                   $154

Brother's Cutlary                                          $132

Simon Family Trust                                         $659

Colorado Restaurant Association                            $565


MGM MIRAGE: Board Hires UBS Investment & Weil Gotshal as Advisors
-----------------------------------------------------------------
MGM MIRAGE disclosed that the Transactions Committee of the board of
directors has engaged UBS Investment Bank, as its financial advisor, and
Weil Gotshal & Manges LLP, as its legal advisor, to assist it in this
process.

On May 23, 2007, MGM MIRAGE's board has formed a Transactions Committee
comprised of non-management, independent directors, not affiliated with
Tracinda, to consider Tracinda's statement and strategic alternatives
available to MGM MIRAGE.

The forming of the Committee was in response to an amended Schedule 13D
filed by Tracinda Corporation with the Securities and Exchange Commission
on May 21, 2007, in which Tracinda stated that it intended to enter into
negotiations with MGM MIRAGE to purchase the Bellagio Hotel and Casino and
City Center properties.

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 19 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

                           *     *     *

As reported in the Troubled Company Reporter on May 24, 2007, Standard &
Poor's Ratings Services placed its ratings for MGM
MIRAGE, including the 'BB' corporate credit rating, on CreditWatch
with negative implications.


MICHAEL BREEN: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Michael Breen
        604 West 21st Avenue
        Covington, LA 70433

Bankruptcy Case No.: 07-10948

Chapter 11 Petition Date: May 22, 2007

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Claude C. Lightfoot, Jr.
                  P.C. 424 Gravier Street, Third Floor
                  New Orleans, LA 70130
                  Tel: (504) 838-8571
                  Fax: (504) 838-8572

Total Assets: $1,011,305

Total Debts:  $8,585,235

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Allen McMillim                   judgment            $8,585,235
c/o Charles M. Hughes, Esq.
322 Columbia Street
Bogalusa, LA 70427


MICHAEL HAYASHI: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Michael N. Hayashi
        Tomoko Kawakami
        147 Century Lane
        Arroyo Grande, CA 93420

Bankruptcy Case No.: 07-10648

Chapter 11 Petition Date: May 19, 2007

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Vaughn C. Taus, Esq.
1042 Pacific Street, Suite D
San Luis Obispo, CA 93401

Estimated Assets:       $10,000 to $100,000

Estimated Debts: $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
American Express                 credit card            $86,625
P.O. Box 0001
Los Angeles, CA 90096-0001

Bank of America                  credit card            $37,520
P.O. Box 15026
Wilmington, DE 19850-5026

Bank of America                  credit card            $16,902
Business Card
P.O. Box 15710
Wilmington, DE 19886-5710

Bank of America                  credit card            $13,482
Wilmington, DE 19850-5026

American Express Bank            loan                   $10,267

Bank of America                  credit card             $6,974
Wilmington, DE 19886-5726

Bank of America                  overdrawn               $6,954
Los Angeles, CA 90051-3609       account

Discover Card                    credit card             $5,769

Chase Cardmember Service         credit card             $6,768

Mid-State Bank & Trust           overdrawn               $4,300
                                 account

T Mobile                         phone services          $1,058

H.S.B.C. Retail Services         credit card               $618

Harrahs Nevada Collections       gambling debt             $525

Global Payments Check Services   bail bonds                $525
                                 service

Banana Republic                  credit card               $435

Washington Mutual Bank           credit card               $348


MORGAN STANLEY: Moody's Rates Class B-4 Certificates at (P)Ba1
--------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to certificates
issued by Morgan Stanley ABS Capital I Inc. Trust 2007-HE6.

The complete provisional rating actions are:

   * Morgan Stanley ABS Capital I Inc. Trust 2007-HE6

   * Mortgage Pass-Through Certificates, Series 2007-HE6

                  Class A-1, Assigned (P)Aaa
                  Class A-2, Assigned (P)Aaa
                  Class A-3, Assigned (P)Aaa
                  Class A-4, Assigned (P)Aaa
                  Class M-1, Assigned (P)Aa1
                  Class M-2, Assigned (P)Aa2
                  Class M-3, Assigned (P)Aa3
                  Class M-4, Assigned (P)A1
                  Class M-5, Assigned (P)A2
                  Class M-6, Assigned (P)A3
                  Class B-1, Assigned (P)Baa1
                  Class B-2, Assigned (P)Baa2
                  Class B-3, Assigned (P)Baa3
                  Class B-4, 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.


NASDAQ STOCK: Board Signs Contract to Merge with OMX AB
-------------------------------------------------------
NASDAQ Stock Market Inc.'s and OMX AB's board of directors have entered
into an agreement to combine the two companies, creating the a premier
exchange and technology company.

The new group, to be called The NASDAQ OMX Group, brings together two
companies with a common culture and vision of innovation, competitiveness
and pioneering technological expertise.  NASDAQ OMX Group combines two
complementary businesses, uniting NASDAQ's global brand, efficient
electronic trading platform and track record of customer focused
innovation with OMX's global technology services platform and customer
base, Nordic Exchange, derivatives capabilities and cross-border exchange
integrations.

NASDAQ will effect the Combination through a cash and stock tender offer
for all outstanding shares in OMX.  The consideration offered is
equivalent to 0.502 new NASDAQ shares plus SEK94.3 in cash for each OMX
share.  Based on NASDAQ's closing price on
May 23, 2007, the Offer values OMX at SEK208.1 per share, equivalent to
$3.7 billion and represents a premium of 19% to the closing price of
SEK174.5 per OMX share on May 23, 2007, the last full trading day prior to
the disclosure of the Offer and a premium of 25% to the volume weighted
average price of SEK165.9 per OMX share over the 20 trading days up to and
including May 23, 2007.

The Combination will create:

   * PREMIER GLOBAL EXCHANGE COMPANY: Together, the NASDAQ and OMX
     exchanges will process an average daily volume of 7.4 million
     trades, representing a value of approximately $61 billion.
     The NASDAQ and OMX exchanges will have approximately 4,000
     companies listed from 39 countries with an aggregate market
     capitalization of approximately $5.5 trillion;

   * WORLD EXCHANGE TECHNOLOGY LEADER: the Combined Group will
     provide the technology for the world's increasingly
     competitive and demanding capital markets;

   * Increased visibility and access to the global investment
     marketplace for issuers: Issuers will be associated with an
     innovative, future-focused company with blue-chip peers in
     all industry sectors.  Listed companies will have access to
     a broad base of investors and deep pools of liquidity;

   * A highly competitive derivatives market offering: the
     Combined Group's opportunities to capture the high growth in
     derivatives trading globally;

   * Enhanced strategic opportunities: The Combined Group will
     be the partner of choice for future cooperation and
     consolidation opportunities and have increased financial and
     managerial resources.  The combined entity will be well
     positioned to drive organic growth and to continue to take a
     proactive role in sector consolidation, in Europe, emerging
     markets, the Americas and Asia; and

   * Significant synergy potential: the Combination will create
     substantial value for shareholders, with total pre-tax
     annual synergies estimated at $150 million.  Of this amount,
     $100 million constitutes estimated cost synergies and $50
     million estimated revenue synergies.  Cost synergies will be
     realized through the rationalization of IT systems and data
     centers, rationalization of non-IT functions, and reduced
     capital and procurement expenditure. Revenue synergies will
     be achieved through the creation of deeper liquidity pools,
     increased cross-border trading, increased international
     listings, packaged data products and enhanced technology
     sales.

The Combination is expected to create substantial value for shareholders
and to be accretive to earnings per share in 2009.

The Combined Group will have 2,349 employees in 22 countries with pro
forma revenues for the financial year 2006 of more than
$1.2 billion.  The pro forma market capitalization of The NASDAQ OMX Group
will be approximately $7.1 billion, of which NASDAQ shareholders will own
approximately 72% and OMX shareholders will hold approximately 28% as a
result of the cash component of the Offer.

The Combined Group will be governed by representatives from both NASDAQ
and OMX under the leadership of Robert Greifeld, who will serve as chief
executive officer and Magnus Bocker, who will serve as president.  The
board of directors of the Combined Group will consist of 15 members,
including nine representatives from NASDAQ, five representatives from OMX
and the Chief Executive Officer of the Combined Group.  The NASDAQ OMX
share will be listed on NASDAQ and on OMX Nordic Exchange.

The boards of directors of each of OMX and NASDAQ unanimously recommend
the Combination.  Investor AB, Nordea Bank AB and Magnus Bocker, together
representing approximately 16.6% of OMX's current issued ordinary share
capital, have entered into irrevocable undertakings to accept the Offer
and, if a mix and match facility is included in the Offer, depending on
the structure and the terms of the facility, they will elect to receive
all shares, subject to proration.

Olof Stenhammar & Company, representing approximately 1.6% of OMX's
current issued ordinary share capital, has expressed its support for the
Combination and its intention to become a long-term shareholder in the
Combined Group.  In addition, Hellman & Friedman, Silver Lake Partners,
and Robert Greifeld have each agreed to vote their shares in favor of
certain matters related to the Offer at the related NASDAQ shareholders'
meeting, subject to the terms of NASDAQ's certificate of incorporation.

"The future of exchanges is about technology, flexibility and scale,"
Robert Greifeld, chief executive officer of NASDAQ, commented.  "NASDAQ
and OMX together deliver all of these benefits.  The companies' technology
leadership and track record in linking trading platforms means both
companies will offer issuers and investors unique benefits which were not
available in one company until now.  This combination provides the
companies' organizations with the ability to grow and accelerate the
global flow of equity capital.  At the same time, it provides both
companies with an excellent platform for further expansion into
derivatives and other asset classes.  The companies' organizations bring
together very complementary businesses, and both companies see many new
opportunities for growth in an era of unprecedented change and development
for exchanges."

"This combination creates a new leader in the exchange industry," Magnus
Bocker, chief executive officer of OMX, commented.  "By utilizing the
combined entities' joint expertise and competencies the companies will
create an outstanding platform for future growth.  Issuers, members,
information vendors and investors on both NASDAQ and OMX Nordic Exchange
will all benefit from its new global context.  The combination also
provides benefits for OMX's global technology customer base, as it enables
an increased focus on research and product development in the most
important and fastest growing areas of the exchange technology market."

"The companies are each coming at this combination from a position of
strength," H. Furlong Baldwin, chairman of NASDAQ, commented. "At NASDAQ,
the company is privileged to be partnering with such a reputable
institution as the OMX."

"For OMX, as a company that has always been known for its innovative and
ground-breaking approach within the exchange industry, this is the natural
next step," Urban Backstrom, chairman of OMX, commented.  "This will also
strengthen the Nordic region as a financial center."

                           About OMX Ab

OMX AB (Aktiebolaget Optionsmäklarna/Helsinki Stock Exchange) --
http://www.omxgroup.com/-- is a Swedish-Finnish financial services
company, formed in 2003 through a merger between OM AB and HEX Plc.  It
has two divisions, OMX Exchanges, which operates seven stock exchanges in
the Nordic and Baltic countries, and OMX Technology, which develops and
markets systems for financial transactions used by OMX Exchanges, well as
by other stock exchanges.  The company has been a pioneer in creating a
truly integrated cross-border stock market.  OMX also has created a
technology customer base of equity, debt, and derivatives exchanges with
60 clients in 50 countries worldwide, including Hong Kong, Singapore,
Australia, and the US.

                     About Nasdaq Stock Market

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.


NASDAQ STOCK: Issues 60.6MM Shares in Connection with OMX AB Merge
------------------------------------------------------------------
NASDAQ Stock Market Inc. have issued approximately 60.6 million new NASDAQ
shares, for a total cash consideration $1.7 billion, the amount payable
OMX shareholders, in connection with the Offer to merge with OMX AB.

The Offer will not be subject to any conditions concerning the
availability of financing.  Bank of America and JPMorgan Chase Bank N.A.
have agreed to finance the cash consideration of the Offer pursuant to a
commitment letter subject to all parties entering into definitive
documentation.

However, if definitive documentation is not entered into by the date on
which the Offer is launched, the banks will finance the cash consideration
of the Offer by means of an interim loan agreement, which provides for
committed funds.

In this connection, the Drawdown pursuant to the Interim Loan Agreement is
subject to the conditions of the Offer being satisfied or waived.  The
additional conditions to drawdown under the Interim Loan Agreement, which
NASDAQ and its owners in practice control, are essentially that:

   * NASDAQ and its current subsidiaries execute collateral
     agreements and guarantees, deliver stock certificates and
     stock powers and make relevant filings and recordations;

   * NASDAQ issues a promissory note in favor of each Bank
     evidencing such Bank's loans;

   * NASDAQ delivers documents evidencing the authority and
     capacity to enter into the Interim Loan Agreement and
     pertaining documentation, including legal opinions and
     certificate of good standing; and

   * NASDAQ is not in breach of certain limited key
     representations and events of default under the Interim Loan
     Agreement.

                     About Nasdaq Stock Market

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.


NASDAQ STOCK: $3.7 Billion OMX Deal Cues S&P to Affirm BB Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
counterparty credit rating on The Nasdaq Stock Market Inc. and placed its
'A/A-1' counterparty credit rating on OMX AB on CreditWatch Negative.  The
rating actions follow Nasdaq's
announcement that it has agreed to acquire OMX for a total consideration
of $3.7 billion.

The ratings on Nasdaq already consider the possibility of increased
leveraging of the balance sheet.  A few months ago, the exchange had
attempted to purchase the 75% stake of the London Stock Exchange that it
did not already own.  That transaction would have been primarily financed
with secured bank loans.  The Nasdaq-OMX deal involves less leveraging of
the balance sheet
than the intended LSE transaction.  It is being financed 54% with stock
and 46% with cash.  The company plans to finance the cash portion of the
consideration and refinance existing debt with a new credit facility.
Details of this new credit facility are not yet available.

"The addition of OMX diversifies Nasdaq's revenue mix and expands its
operations into northern Europe.  Specifically, OMX brings its Nordic
Exchange, which provides equity trade execution, as well as derivative
trading and clearing services.  OMX also develops and sells proprietary
technology and software to 60 exchanges and clearing organizations around
the world," said Standard & Poor's credit analyst Charles D. Rauch.

The combined organization, to be called The Nasdaq OMX Group, will have a
sizable amount of goodwill on the balance sheet, resulting in negative
tangible equity.  New debt financing will put negative pressure on
consolidated leverage indicators.  S&P expect cash flow generation and
debt service capacity from the combined company, when assuming only modest
synergies, to be in line with Nasdaq's rating category.

The outlook on Nasdaq is stable.  A combination with OMX gives Nasdaq a
more diversified business model and an important foothold in Europe.  This
should translate into better profitability over the long-term, although
earnings will remain tied to the robustness of the global capital markets.

Ratings are constrained by Nasdaq's heavy debt burden and, secondarily,
weak tangible capital.  If Nasdaq successfully integrates OMX and
generates strong cash flows so that it can quickly pay down debt, there is
upside rating potential.  Alternatively, if Nasdaq were to take on even
more debt for another acquisition, ratings could be vulnerable to a
downgrade.

The CreditWatch action on OMX will be resolved when we obtain additional
information about its role in the combined organization, particularly with
regard to servicing the debt of the holding company.  One important issue
that needs to be resolved is the regulatory protection to OMX,
particularly its clearing operations, in the event of a bankruptcy of the
holding company.

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- (Nasdaq: NDAQ)
is the largest electronic equity securities market in the United States
with about 3,200 companies.


NASDAQ STOCK: Moody's Assigns Negative Outlook on Ba3 Ratings
-------------------------------------------------------------
Moody's Investors Service assigned a negative outlook to the Ba3 ratings
of The NASDAQ Stock Market, Inc. following NASDAQ's agreement to combine
with OMX AB through a cash and stock tender offer.

Moody's said that OMX holds a significant franchise of exchanges across
the Nordic region and the transaction is consistent with NASDAQ's strategy
to participate in global exchange consolidation.  The merger has been
recommended by both boards and both companies have experience in merging
exchanges the rating agency said.

The cash component of the acquisition, which will be financed mostly with
debt, has the effect of increasing cash flow leverage measures at NASDAQ,
which had otherwise been improving as the firm completed its integration
of INET.

At the outset, Moody's believes that the incremental acquisition debt
reduces NASDAQ's financial flexibility and produces leverage ratios that
are high for a Ba3 rated company. Nonetheless, Moody's believes that the
NASDAQ OMX Group should have a strong capacity to generate cash and reduce
leverage, if management chooses to do so.

NASDAQ's ratings are also limited by the possibility that it may initiate
another debt-financed offer to acquire the London Stock Exchange.  Moody's
regards NASDAQ's 29.6% stake (as of first quarter 2007) in the LSE as a
long-term strategic investment which the company intends to hold and
NASDAQ OMX Group has indicated that it wants to participate in further
exchange consolidation.  Nonetheless, in the event that the LSE stake were
sold, proceeds would likely be used to reduce indebtedness which would
improve NASDAQ's credit metrics.

These ratings of NASDAQ were assigned a negative outlook:

   -- Corporate Family Rating at Ba3;
   -- $750 million six-year Senior Term Loan B Facility at Ba3;
   -- $75 million, five year Revolving Credit Facility at Ba3;
   -- $335 million six-year Term Loan C Facility at Ba3.

NASDAQ Stock Market, Inc. operates a leading U.S. stock exchange and
reported earnings of $18.3 million in first quarter 2007.


NAVIOS MARITIME: Prices Public Offering of 11.5MM Common Shares
---------------------------------------------------------------
Navios Maritime Holdings Inc. has priced 11.5 million common shares at a
public offering price of $10 per share. 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.
J.P. Morgan Securities Inc. and Merrill Lynch & Co. acted as joint book-
running managers of the offering. S. Goldman Advisors LLC and Dahlman Rose
& Company acted as co-managers.

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
      CS Level
      No. 4 Chase Metrotech Center
      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 Holdings Inc.

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.


NELLSON NUTRACEUTICAL: Hires Alvarez & Marsal as Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Nellson
Neutraceutical Inc. permission to employ Alvarez & Marsal
Securities LLC as its financial advisor, nunc pro tunc to
April 30, 2007.

As reported in the Troubled Company Reporter on May 8, 2007, if the Debtor
pursues a sale transaction, A&M is expected to:

       i. if necessary, assist in preparing an offering
          memorandum, with any amendments and supplements thereto,
          for distribution and presentation to prospective
          purchasers;

      ii. assist in soliciting interest in a transaction among
          prospective purchasers;

     iii. assist in evaluating proposals received from prospective
          purchasers;

      iv. if necessary, assist in preparing due diligence
          materials or presentations to prospective purchasers;

       v. advise the Debtor as to the structure of the Sale
          Transaction, including the valuation of any non-cash
          consideration;

      vi. assist in negotiating the financial terms and structure
          of a Sale Transaction; and

     vii. provide other financial advisory service and investment
          banking services reasonably necessary to accomplish the
          foregoing and consummate a Sale Transaction.

The Debtor will pay A&M fees equal to $100,000 per month for a
minimum of four months, plus transaction success fees equal to 1%
of the aggregate gross consideration of any and all sale
transactions.  In addition, A&M will be reimbursed for reasonable
out-of-pocket expenses incurred in connection with the firm's
assignment.

The Debtor assured the Court that A&M does not hold or represent
any interest adverse to its estate, its creditors or other
parties-in-interest.

The firm can be reached at:

            James D. Decker
            Managing Director
            Alvarez & Marsal Securities, LLC
            3399 Peachtree Road, NE
            Atlanta, Georgia 30326
            Tel: (212) 759-4433
            http://www.alvarezandmarsal.com/

                   About Nellson Nutraceutical

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Lawyers at Young,
Conaway, Stargatt & Taylor, LLP, represent the Official Committee of
Unsecured Creditors of which General Electric Capital Corporation and
Barclays Bank PLC are members.  In its Schedules of Assets and Liabilities
filed with the Court, Nellson Nutraceutical reports $312,334,898 in total
assets and $345,227,725 in total liabilities when it filed for bankruptcy.


NESTOR INC: Board Names Clarence Davis as Interim CEO
-----------------------------------------------------
Nestor Inc.'s board of directors has elected Clarence A. Davis as interim
ceo as of May 17, 2007.  The board has relieved William B. Danzell of his
duties and responsibilities as Nestor's chief executive officer.  Mr.
Danzell remains a member of the board.

In addition, the company is in negotiations with Mr. Danzell with respect
to his ongoing activities for the company, and will disclosed the results
of these negotiations when they have been finalized.

Mr. Davis, as interim ceo of Nestor, will head a three-person committee to
identify a permanent ceo.

Mr. Davis has been a director of the company since May 2006.  In February
2007, Mr. Davis was appointed by the board to serve as a consultant to the
company to provide assistance to the management team in determining,
articulating and executing the company's strategic plan. In connection
with these services, Mr. Davis entered into a consulting agreement with
the company.

In addition to his services as a director and consultant to the company,
Mr. Davis currently serves on the board of directors of Gabelli Global
Deal Fund.  Beginning in 2004, Mr. Davis was appointed to a three-year
term as a special consultant to the American Red Cross Liberty Fund and
September 11 Recovery Oversight Commission.  From 1998 to 2000, Mr. Davis
served as chief financial officer for the American Institute of Certified
Public Accountants and from 2000 until he retired in 2005,
Mr. Davis served as the AICPA's chief operating officer.  As coo of the
AICPA, Mr. Davis managed all aspects of the organization's operations,
including finance, administration, technology, program management and
quality assurance.  From 1990 to 1998, he operated Clarence A. Davis
Enterprises Inc., a financial and organizational consulting firm that
provided due diligence investigations for acquisitions and forensic
accounting investigations for diverse industries including film
syndication and optical manufacturing. Mr. Davis's career, which has
spanned 40 years, includes a senior partnership at Spicer & Oppenheim, a
national public accounting firm.

"Nestor has the potential to become a leader in the burgeoning automated
red light and speed enforcement business," Mr. Davis said.  "With careful
planning, diligent execution and the direction of the company's board, the
company has the potential to make Nestor the preeminent company in its
industry."

                         About Nestor Inc.

Headquartered in Providence, Rhode Island, Nestor Inc. (NASDAQ: NEST) --
http://www.nestor.com/-- is a provider of advanced intelligent traffic
management solutions.  Nestor Traffic Systems provides automated traffic
enforcement solutions to state and municipal governments.  Nestor Traffic
Systems is the exclusive North American distributor for the Vitronic
PoliScanSpeed(TM) scanning LiDAR capable of tracking multiple vehicles in
multiple lanes simultaneously.  CrossingGuard(R) uses patented multiple,
time-synchronized videos to capture comprehensive evidence of red light
and speed violations.  In addition, CrossingGuard(R) offers customers a
unique Collision Avoidance(TM) safety feature that can help prevent
intersection collisions.  CrossingGuard(R) is a registered trademark of
Nestor Traffic Systems, Inc. PoliScanSpeed(TM) is a trademark of Vitronic.

                           Going Concern

Carlin, Charron, & Rosen LLP raised substantial doubt about Nestor Inc.'s
ability to continue as a going concern, after it audited the company's
financial statements for the fiscal year ended
Dec. 31, 2006.  The auditors point to the company's accumulated deficit at
Dec. 31, 2006 and substantial net losses in recent years.


NEW CENTURY: Seeks Court Nod to Hire Allen as Special Counsel
-------------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for
permission to employ Allen Matkins Leck Gamble Mallory & Natsis LLP, as
their special finance counsel, nunc pro tunc to April 2, 2007.

Allen Matkins is a California limited partnership law firm with
offices throughout California.  Allen Matkins will represent the
Debtors with respect to various warehouse lender facilities, the
postpetition financing facility that is pending before the Court,
and similar financing matters, Monika L. McCarthy, the Debtors'
senior vice president and assistant general counsel, relates.

Allen Matkins has provided the same or similar services
prepetition, and during the course of the representation, have
acquired necessary knowledge of the Debtors' business affairs,
Ms. McCarthy tells the Court.  The firm will render the necessary
professional services as special finance counsel to the Debtors.

The Debtors will pay the firm according to its customary hourly
rates in effect from time to time.  The principal professionals
and paraprofessionals designated to represent the Debtors and
their hourly rates are:

              John E. Stoner                      $495
              Robert R. Barnes                    $470
              Sherri Fraizer                      $175
              Catherine Schiaffo                   $85

The Debtors will reimburse the firm of its relevant expenses.

Ms. McCarthy discloses that the Debtors paid $137,000 between
March 22 and March 30, 2007, to Allen Matkins as retainer in
connection with and in contemplation of the Debtors' Chapter 11
filings, more specifically the work being done by the firm on the
postpetition financing facility.

On March 30, the retainer amount was drawn down by $67,370 to pay
an invoice for services provided from March 1 through March 21.
The $69,630 balance was left as an estimate for services already
performed and expected to be performed from March 22 through the
Petition Date, Ms. McCarthy tells the Court.  Any portion of that
allocation not attributed to actual prepetition fees and expenses
will be added to the retainer balance, currently around $25,000,
she adds.

John E. Stoner, Esq., a partner at Allen Matkins, states that the
firm has in the past represented, currently represents, and may
in the future represent, certain potential parties-in-interest in
matters wholly unrelated to the Debtors' cases.

No potential party-in-interest represented more than 2% of the
firm's revenues for the fiscal year ending June 30, 2006, the
latest period for which the relevant measurements have been
prepared.  The potential parties-in-interest include:

    -- Greenwich Capital Financial Products, Inc., the
       administrative agent under the Court-approved debtor-in-
       possession financing;

    -- HSBC Bank USA and its affiliates;

    -- Deutsche Bank Mortgage Capital, LLC; and

    -- Washington Mutual (FA).

Allen Matkins will not represent any of the parties-in-interest
in any facet of the Debtors' cases, Mr. Stoner assures the Court.

There is no connection or interest between the firm and the
United States Trustee or any person employed by the U.S. Trustee
Office; or any counsel, accountants, financial consultants or
investment bankers who represent or may represent claimants or
other parties-in-interest in the cases.

Neither Allen Matkins, nor any of its partner or associate, holds
or represents any interest adverse to the Debtors or their estate
in the matters upon which the firm is to be employed.  Mr. Stoner
attests that the firm is a disinterested person, as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial Corporation
(NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust,
providing mortgage products to borrowers nationwide through its operating
subsidiaries, New Century Mortgage Corporation and Home123 Corporation.
The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy
counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

The Debtors' exclusive period to file a plan expires on July 31, 2007.


NEW CENTURY: Seeks Skadden's Assistance in Regulatory Actions
-------------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve their application
to employ Skadden, Arps, Slate, Meagher & Flom LLP, and its affiliated law
practice entities, as their special regulatory counsel, effective as of
April 2, 2007.

The Debtors need to retain counsel to assist them in various
regulatory and enforcement actions arising out of their alleged
failure to file requisite financials and alleged inability to
fund residential mortgage loans.

The Debtors' inability to fund residential mortgage loans due to
liquidity shortages triggered numerous actions by state agencies.
As of March 23, 2007, the Debtors received cease and desist
orders from regulators in nine states.  They have entered into
consent agreements with regulators from eight states.

The attorney general of Massachusetts had issued a Civil
Investigative Demand against the Debtors and the attorney general
of Ohio had commenced a civil action against the Debtors, which
resulted in the entry of a stipulated preliminary injunction.

Monika L. McCarthy, the Debtors' senior vice president and
assistant general counsel, says that the C&D Orders, Agreements
and Stipulated Preliminary Injunction prevent the Debtors from
taking certain actions, including the acceptance of new mortgage
loan applications.

The Debtors' Chapter 11 cases do not stay the Regulatory Actions,
Ms. McCarthy notes.  Because the actions raise numerous and
complex regulatory and enforcement issues, the Debtors require
counsel to advise and represent them, she asserts.

Skadden Arps is one of the largest law firms in the world,
employing more than 1,700 attorneys in 10 domestic offices and 13
international offices.  It provides legal services in virtually
every practice area.  Due to the firm's prior representation of
the Debtors, the firm's familiarity with the Debtors and the
Regulatory Actions will likely result in savings for the estates,
Ms. McCarthy states.

Skadden Arps will advise and represent the Debtors in connection
with:

    -- the Regulatory Actions; and
    -- any other consumer lending practices regulatory issue,
       enforcement matter or related litigation.

The Debtors do not believe that the services of Skadden Arps will
be duplicative of services performed by other professionals in
their Chapter 11 cases, due to the firm's limited role.

Skadden Arps will be paid based on its hourly rates and
reimbursed for reasonable expenses.  The rates, which are subject
to periodic increases, are:

              Partners                     $630 - $875
              Special Counsel/Counsel      $595 - $665
              Associates                   $315 - $585
              Legal Assistants/Staff       $160 - $250

Skadden Arps received a $100,000 retainer on March 21, 2007, for
professional services rendered and expenses incurred or to be
incurred.  The firm received an additional $100,000 on March 26
and 30.  The retainer will be applied to prepetition fees and
expenses and any remaining amount would be held by Skadden Arps
as a postpetition retainer and applied to the final bill.

As of the Petition Date, based on prepetition fees and expenses
that have been identified and accounted for or estimated, and
assuming application of the fees and expenses against the
retainer, the firm has approximately $18,000 remaining in the
retainer.

Eric M. Davis, Esq., a member of Skadden Arps, tells the Court
that under various waivers granted by the Debtors to the firm,
Skadden Arps is advising certain clients in matters related to
the Debtors; however, these are unrelated to the matters on which
the firm is to be employed as special counsel.

The clients include Ellington Management Group, LLC; D.E. Shaw &
Co. and Hegemon Capital, LLC; and Maguire Properties, Inc.,
Maguire Properties-Park Place, LLC, Maguire Properties-3121
Michelson, LLC, and Maguire Properties-3161 Michelson, LLC.

Mr. Davis assures the Court that from the outset, Skadden Arps
instituted formal screening procedures or ethical walls.

Mr. Davis relates that many of the firm's representations,
including of Edward Gotschall, a director and former senior
employee of New Century Financial Corporation, consist of
representations in episodic transactional matters.  Skadden Arps'
representation of the clients will not affect its representation
of the Debtors on the matters for which retention is sought.

Skadden Arps does not represent or hold any interest adverse to
the Debtors or their estates with respect to the matters on which
it is to be employed, Mr. Davis attests.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial Corporation
(NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust,
providing mortgage products to borrowers nationwide through its operating
subsidiaries, New Century Mortgage Corporation and Home123 Corporation.
The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy
counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

The Debtors' exclusive period to file a plan expires on July 31, 2007.


NEW CENTURY: Engages ICP Consulting LLC as Special Advisors
-----------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates filed an
application with the U.S. Bankruptcy Court for the District of Delaware
asking for authority to employ ICP Consulting LLC as their special asset
valuation and liquidation advisors in
connection with the sale of certain assets, nunc pro tunc to
April 2, 2007.

Monika L. McCarthy, the Debtors' senior vice president and
assistant general counsel, tells the Court that the firm's key
personnel have experience in virtually all aspects of the capital
markets and specific expertise in valuing the assets being
auctioned in connection with the proposed representation.  The
ICP personnel have originated more than 200 mortgage backed
special purpose vehicle securitization totaling more than
$1,500,000,000.

According to the engagement agreement between the parties, ICP's
services will include:

   (a) advise the Debtors on the value and dispositions of REIT
       and non-REIT eligible residual securities held by the
       Debtors; and

   (b) advise the Debtors on the value and disposition of its
       loan origination business and upon request, loan servicing
       business.

The Debtors will pay $250,000 in the aggregate to ICP during the
term of the engagement.  Expenses incurred by ICP will be
reimbursed.

The Debtors and ICP contemplate a series of "benchmark" payments
to ICP after the occurrence of certain events:

   (a) $50,000 upon entry of an order granting the application
       for work performed;

   (b) $100,000 upon completion of the servicing and origination
       platform auctions; and

   (c) $100,000 upon the completion of the auction of Real Estate
       Investment Trust and non-REIT eligible residual securities
       held by the Debtors.

After completion of each event, ICP will apply to the Court for
payment of each benchmark amount along with any expenses incurred
during the period preceding the benchmark event.

Thomas Priore, president and chief executive officer of ICP,
states that the employees of ICP do not have any connection with
or any interest adverse to the Debtors, their creditors, or any
other party-in-interest, or their attorneys.

Although ICP may in the future represent certain parties-in-
interest in matters wholly unrelated to the Debtors' Chapter 11
cases, ICP does not currently represent, and has not previously
represented any potential parties-in-interest.  Mr. Priore tells
the Court that ICP will not represent any of the parties-in-
interest in any facet of the Debtors' cases.

Mr. Priore attests that ICP is a disinterested person, as the
term is defined in Section 101(14) of the Bankruptcy Code.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial Corporation
(NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust,
providing mortgage products to borrowers nationwide through its operating
subsidiaries, New Century Mortgage Corporation and Home123 Corporation.
The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy
counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

The Debtors' exclusive period to file a plan expires on July 31, 2007.


Northwest Airlines: Moody's Puts Ba3 Rating on Credit Facilities
----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Northwest Airlines Corporation and a Ba3 (LGD-3, 41%) rating to the exit
facility of Northwest Airlines, Inc.  These ratings are based on NWA Corp.
and its subsidiaries emerging from bankruptcy protection.

Ratings of Northwest's Enhanced Equipment Trust Certificates supported by
policies issued by a monoline insurance company are affirmed at Aaa.
Moody's also assigned a SGL-2 speculative grade liquidity rating.  The
rating outlook is stable.

Northwest expects to emerge from bankruptcy with a significantly lower
operating cost structure and lower debt obligations, which should position
the company to exploit its core route network. Northwest's markets are
somewhat concentrated, although there are some barriers from other
carriers to enter.  The airline has the dominant market share at its North
American hubs (Minneapolis-St. Paul, Detroit and Memphis) where the
traffic flow is moderate compared to the higher density markets, as well
as legal protection of its routes to Asia through the airline's 5th
Freedom Rights into Tokyo.  Nevertheless, even with the lower amount of
debt following restructuring in bankruptcy, indebtedness is high at $11.3
billion.  Credit protection metrics of Debt to EBITDA, free cash flow to
debt and EBIT to Interest are consistent with other issuers at B1
corporate family rating.

Although Northwest eliminated more than $4 billion of unsecured debt and
lease obligations through its bankruptcy the airline will operate with a
more manageable, though still leveraged, capital structure.

Combined with capacity reductions already completed, the continued
modernization of the widebody fleet and replacement of Northwest's aging
narrowbody aircraft with regional jets should increase operating
flexibility.  However, Northwest will incur significant capital
expenditures over time for refleeting, and likely increase debt to do so.

Northwest's $1.225 billion exit financing is rated Ba3, with a Loss Given
Default Assessment of LGD-3.  The exit financing is rated one notch above
the B1 probability of default rating, although all of Northwest's debt
will be secured by discrete pools of assets (the pre-petition unsecured
debt was cancelled).

Under Moody's Loss Given Default Methodology, Moody's assigned a
deficiency to some of the company's other secured debt including aircraft
mortgages and other secured obligations.  This deficiency claim is based
on the orderly liquidation analysis for aircraft and other assets as
reported in Northwest's Plan of Reorganization which indicates a recovery
value for these assets that could be significantly less than the reported
net book value.  The collateral securing this aircraft mortgage debt are
older aircraft, which are likely to have low value because of the high
operating costs and limited utility of the aircraft types to other
carriers.  However, Northwest's valuable Pacific Routes are pledged as
security for the exit financing and, at an approximately $2 billion
orderly liquidation value, are considered to be adequate to cover exit
facility claims under a reorganization scenario.

The deficiency of the mortgage and other secured debt are characterized as
senior unsecured claims under the Loss Given Default Methodology.
Together with the modest amount of other unsecured claims (some trade
payables after the administrative claims, and the lease residual equal to
an estimate of one year of lease obligations), produces a sufficient
amount of loss absorption for the rating of the exit facility at Ba3 to be
one notch above the probability of default rating.

The stable outlook reflects Moody's expectation of steadily improving
operating and financial performance during 2007 resulting primarily from
very modest revenue growth while the company retains the benefits achieved
during reorganization by controlling growth in unit costs.  Downward
pressure on the ratings could occur if the EBITDA margin declines below
10%, if debt to EBITDA exceeds 5.5 times or EBIT to interest expense falls
below 1.5 times.  The rating could be raised following sustained free cash
flow to debt greater than 5% and retained cash flow to debt greater than
18%.

The SGL-2 Speculative Grade Liquidity Rating reflects good liquidity given
the high cash balance expected upon emergence from bankruptcy and the
manageable near term debt obligations. Moody's expects Northwest will
remain in compliance with all of its covenants in the near term.  The
SGL-2 rating also reflects the company's limited borrowing capacity, since
substantially all of Northwest's assets are already pledged as collateral
for debt.

Assignments:

   * Issuer: Northwest Airlines Corporation

     -- Probability of Default Rating, Assigned B1;
     -- Speculative Grade Liquidity Rating, Assigned SGL-2;
     -- Corporate Family Rating, Assigned B1.

   * Issuer: Northwest Airlines, Inc.

     -- Senior Secured Bank Credit Facility, Assigned Ba3
        (LGD3 - 41%);

     -- Senior Secured Bank Credit Facility, Assigned Ba3
        (LGD3- 41%).

Northwest Airlines, Inc., a wholly owned subsidiary of NWA Corp. is the
sixth largest airline that provides scheduled passenger service throughout
North America and Asia and is headquartered in Eagan, Minnesota.


NZAC INT'L: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: N.Z.A.C. International, Inc.
        660 West Duarte Road
        Arcadia, CA 91007

Bankruptcy Case No.: 07-14357

Chapter 11 Petition Date: May 27, 2007

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Charles W. Daff, Esq.
                  2122 North Broadway, Suite 210
                  Santa Ana, CA 92706
                  Tel: (714) 541-0301
                  Fax: (714) 569-0515

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Joe S. Borland                   note due            $1,050,000
21031 Ventura Boulevard,
Suite 630
Woodland Hills, CA 91364


OCCAM NETWORKS: Receives Nasdaq Delisting Notice Due to Late 10-Q
-----------------------------------------------------------------
Occam Networks, Inc., received on May 17, 2007, a notice from the Nasdaq
Stock Market stating that the company is not in compliance with NASDAQ'S
Marketplace Rule 4310(c)(14) because it has not timely filed its quarterly
report on Form 10-Q for the three months ended March 31, 2007.

Occam has delayed the filing of its Form 10-Q as well as its Form 10-K for
the fiscal year ended Dec. 31, 2006, because its Audit Committee is
conducting a review of Occam's prior revenue recognition practices,
including a review of the company's commitments to provide customers with
software, hardware and software maintenance, upgrades, training, and other
services in connection with customers' purchases of its network equipment.
Occam is working diligently to complete this review and to file its Form
10-K and Form 10-Q.

Occam has requested a hearing before a NASDAQ Listing Qualifications Panel
for continued listing on The NASDAQ Global Market.  This appeal resulted
in an automatic stay of the delisting, and Occam's common stock will
remain listed on The NASDAQ Global Market pending a decision by the
Listing Qualifications Panel.  Occam's hearing before the Panel is
currently scheduled for May 31, 2007.

Based in Santa Barbara, California, Occam Networks Inc.
(OTCBB:OCNW) -- http://www.occamnetworks.com/-- develops and
markets innovative Broadband Loop Carrier networking equipment
that enable telephone companies to deliver voice, data and video
services.  Based on Ethernet and Internet Protocol technologies,
Occam's equipment allows telecommunications service providers to
profitably deliver traditional phone services, as well as advanced
voice-over-IP, residential and business broadband, and digital television
services through a single, all-packet access network.

As of Sept. 24, 2006, the company's balance sheet showed a
stockholders' deficit of $16,276,000.


PACIFIC LUMBER: Scopac May Employ Logan & Company as Claims Agent
-----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of Texas has
given permission to Scotia Pacific Company LLC to
employ Logan & Company Inc. as its claims and noticing agent.

As reported in the Troubled Company Reporter on March 6, 2007,
Scopac believes that Logan's retention would be in its best
interest considering the firm's experience, and the
competitiveness of its fees.

As Scopac's Claims and Noticing Agent, Logan & Company is expected to:

   (a) prepare and serve required notices in the Scopac's case;

   (b) file with the Bankruptcy Clerk's Office a declaration of
       service that includes a copy of the notice involved, an
       alphabetical list of persons to whom the notice was served
       and the date and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed;

   (d) maintain official a claims register for Scopac by
       docketing all proofs of claim and proofs of interest on the
       claims register;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims register;

   (f) transmit to the Bankruptcy Clerk's Office a copy of the
       claims register on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (g) provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours;

   (h) record all transfers of claims and provide notice of those
       transfers pursuant to Rule 3001(e) of the Federal Rules on
       Bankruptcy Procedure;

   (i) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (j) promptly comply with further conditions and requirements
       as the Clerk's Office or the Court may at any time
       prescribe;

   (k) tabulate acceptances and rejections to any plan of
       reorganization and or liquidation filed by Scopac;

   (l) provide other claims processing, noticing, and related
       administrative services as may be required from time to
       time by Scopac; and

   (m) act as Scopac's balloting agent.

Logan understands that it will be deemed an agent of the Court
for the limited purpose of receiving proofs of claim pursuant to
Section 105(a) of the Bankruptcy Code.

Scopac will pay Logan's standard rates for its services,
expenses and supplies at rates in effect on the day the services
or supplies are provided, including any related necessary
expenses.

Scopac has agreed to make a $1,500 advance payment to Logan to be
applied to the final bill.

Kathleen Logan, president of Logan & Company, assured the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                       About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on Sept. 18, 2007, as extended.  The Debtors' exclusive
period to solicit acceptances of that plan expires on Nov. 19, 2007.
(Scotia/Pacific Lumber Bankruptcy News, Issue No. 16,
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Palco and Scopac Post $32.8 Mil. Net Loss in 1st Q
------------------------------------------------------------------
In a Form 10-Q filing with the Securities and Exchange Commission
for the quarter ended March 31, 2007, Maxxam Inc. reported that the Scotia
Pacific Company LLC and the Pacific Lumber Company Debtors posted a
consolidated net loss of $32,800,000 for the three-month period ended
March 31, 2007:

   Net sales                                        $32,000,000
   Costs and expenses                               (43,900,000)
                                                  -------------
   Operating loss                                   (11,900,000)
   Other income, net                                  1,600,000
   Interest expense                                 (22,500,000)
                                                  -------------
   Loss before income taxes                         (32,800,000)
   Benefit for income taxes                                   -
                                                  -------------
   Net loss                                        ($32,800,000)
                                                  =============

Maxxam Inc. also disclosed that:

   (a) Scotia Pacific Company LLC's indebtedness consists of its
       6.55% Class A-1, 7.11% Class A-2 and 7.71% Class A-3
       Timber Collateralized Notes due 2028 and a line of credit
       with a group of banks.

       The Timber Notes have a principal outstanding value of
       $713,800,000 as of December 31, 2006.

       The line of credit holds an outstanding amount for
       $36,200,000 as of December 31, 2006;

   (b) The Pacific Lumber Company's indebtedness consists of a
       five-year secured term loan for $85,000,000, and a
       five-year secured asset-based revolving credit facility
       for $60,000,000.

Pacific Lumber Company is wholly owned by MAXXAM Group, Inc., which is
wholly owned by MAXXAM Group Holdings Inc.  In turn, MGHI is wholly owned
by MAXXAM, Inc., a publicly traded company involved in several different
industries.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of PALCO.

The Form 10-Q filing also reflects the Debtors' consolidated
balance sheet as of March 31, 2007:

                              Assets

   Current assets                                  $103,600,000
   Property, plant and equipment, net               105,900,000
   Timber and timberlands, net                      200,000,000
   Other assets                                      39,600,000
                                                  -------------
      Total assets                                 $449,100,000
                                                  =============

                 Liabilities & Stockholders' Deficit

    Secured debt obligations,                      $896,400,000
    Other liabilities                               115,100,000
    Stockholders' deficit                          (562,400,000)
                                                  -------------
       Total liabilities & Stockholders' deficit   $449,100,000
                                                  =============

                       About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on Sept. 18, 2007, as extended.  The Debtors' exclusive
period to solicit acceptances of that plan expires on Nov. 19, 2007.
(Scotia/Pacific Lumber Bankruptcy News, Issue No. 16,
http://bankrupt.com/newsstand/or 215/945-7000).


PATHMARK STORES: S&P Revises CreditWatch to Developing from Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch implications
for both Great Atlantic & Pacific Tea Co. Inc. and Pathmark Stores Inc. to
developing from negative.  Although a definitive capital structure has yet
to be determined if Pathmark is successfully acquired by A&P, S&P now
believe that there is potential for ratings to be raised from the current
'B-' levels.

"The use of proceeds from asset sales to finance the Pathmark
transaction is one factor that could lead to a higher rating," said
Standard & Poor's credit analyst Stella Kapur.

Pathmark Stores Inc. (Nasdaq: PTMK)-- http://www.pathmark.com/
-- is a regional supermarket currently operating 142 supermarkets
primarily in the New York-New Jersey and Philadelphia metropolitan areas.
The Company filed for chapter 11 protection on July 12, 2000 (Bankr. Case
00-02963).  The Court confirmed its prepackaged Plan of Reorganization on
Sept. 7, 2004.


PAUL ANDERSEN: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Paul Andersen
        Yvette Andersen
        21215 Crucible Court
        Ashburn, VA 20147

Bankruptcy Case No.: 07-11318

Chapter 11 Petition Date: May 23, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Madeline A. Trainor, Esq.
                  Cyron & Miller, L.L.P.
                  100 North Pitt Street, Suite 200
                  Alexandria, VA 22314
                  Tel: (703) 299-0600
                  Fax: (703) 299-0603

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
GreenPointe Mortgage             2214 Northwest        $313,801
P.O. Box 1093                    Cape Coral, FL
Branford, CT 06405               33993; value of
                                 security:
                                 $200,000

TransLand Financial Services     628 Southwest         $177,257
                                 28th Street
                                 Cape Coral, FL
                                 33914; value of
                                 security:
                                 $50,000

United Airline Pilot Directed                           $48,000
P.D.A.P. Center
100 Half Day Road
Lincolnshire, IL 60069

Chase                                                   $25,677

Washington Mutual Card                                  $25,438

Bank of America                                         $17,398

Capital One                                              $6,968

Hansen Homes                     628 Southwest           $4,392
                                 28th Street
                                 Cape Coral, FL
                                 33914; value of
                                 security:
                                 $50,000; value
                                 of senior lien:
                                 $177,257


PORT TOWNSEND: Emmett Bergman Replaces Tim Leybold as CFO
---------------------------------------------------------
Port Townsend Paper Corporation and its debtor-affiliates named Emmett
Bergman as the chief financial officer on an interim basis, replacing Tim
Leybold.

Mr. Bergman works at the restructuring and financial advisory firm of
Alvarez & Marsal.  Mr. Bergman will assume CFO duties and responsibilities
on an interim basis while the Debtors search for a new chief financial
officer.

Mr. Leybold, the Debtors' chief financial officer since December 2004,
left the company to pursue other professional endeavors.

Commenting on the departure, the company said, "We want to thank Mr.
Leybold for his contributions to the company.  Mr. Bergman has developed a
solid understanding of the financial side of the Company's business and
assuming the CFO duties, on an interim basis, is a natural step.
Notwithstanding Leybold's departure, the company is confident that it will
emerge from Chapter 11 by the end of July with a significantly deleveraged
balance sheet."

                      About Port Townsend

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets of
more than $100 million.  The Debtors' exclusive period to file a
plan expires on May 29, 2007.


QWEST COMM: Former Chief Executive Wants Legal Defense Fees Paid
----------------------------------------------------------------
Qwest Communications International Inc.'s former chairman and chief
executive, Joseph P. Nacchio, sued the company to force it to keep paying
his legal fees, Peg Brickley of The Wall Street Journal reports.

Mr. Nacchio said Qwest recently began balking at paying his legal bills,
in violation of the standard corporate executive agreements incorporated
in his severance package when he resigned in 2002, WSJ relates.

According to WSJ, Mr. Nacchio is facing "several pending lawsuits and
other claims" arising from his service at the company.

Mr. Nacchio will appeal his April 19 conviction, in federal court in
Denver, on 19 of 42 counts of insider trading, WSJ says.

Separately, the Associated Press reported two weeks ago that the Supreme
Court rejected Iowa Network Services Inc.'s appeal asserting that Qwest
owed it money for wireless phone calls that Qwest connected to its
network.  The High Court affirmed the lower court rulings, which were in
Qwest's favor.

According to AP's report, INS' dispute with Qwest began in the late 1990s,
when INS sought to bill Qwest for wireless telephone calls that Qwest
transmitted to INS' networks, which INS then sent to local phone
companies.

AP said INS sought payment from Qwest, based on rates that had been
approved by the Federal Communications Commission, arguing that Qwest did
not provide them with enough information to
determine which wireless companies originated the call, making it
impossible to bill firms for the use of their network.

Qwest subsequently obtained a favorable ruling from the Iowa
Utilities Board, which a federal district court and the 8th
Circuit Court of Appeals agreed with.

The utility board's ruling said that since the calls in question
are local, rather than long-distance, they would not be subject to
the FCC-approved rates, AP said.

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- provides voice, data, and
video services for businesses, government agencies and consumers
-- locally and throughout the United States.

                          *     *     *

Qwest Communications carries Moody's Ba3 and Ba2 Senior Unsecured
Debt and Long-Term Corporate Family ratings, respectively.  The
company also carries Standard & Poor's "BB" long-term foreign and
local issuer credit ratings.  All ratings have stable outlook.


RADNET INC: Enters Definitive Agreement to Acquire Borg Imaging
---------------------------------------------------------------
RadNet, Inc. has signed a definitive agreement to purchase substantially
all of the assets of Borg Imaging Group for
$11.7 million in cash, plus the assumption of approximately
$1.0 million of debt.

Borg Imaging's six imaging centers will add approximately
$14 million of annual revenue to the company.  After combining the Borg
centers with RadNet's existing Rochester area centers, RadNet will have 11
facilities in Rochester.

"This acquisition represents our first acquisition of a multi-facility
operator in one of our core markets since our acquisition of Radiologix in
November of last year.  For the last 25 years, Borg has been a well
recognized, high-quality imaging provider in the Rochester medical
community.  The merger of the Borg and IDE professional groups creates the
clear leader in outpatient radiology services in this market," said Dr.
Howard Berger, President and Chief Executive Officer of RadNet.

"We previously stated that it is our goal to be the leading imaging
provider in the markets in which we operate.  We have also communicated
our belief that regional concentration is an important component of
success in our industry.  This transaction solidifies our competitive
position in a market that we believe has significant growth opportunities,
high-quality payors and excellent radiologist partners with whom we aspire
to grow our business substantially in the future," added Dr. Berger.

The transaction is subject to customary closing conditions, including the
successful completion of the definitive agreement to join the two
professional groups, which will together service all 11 RadNet locations.
RadNet will finance the acquisition with its available cash funds and from
its $45 million revolving credit facility.  The acquisition is expected to
be completed on or around May 31, 2007.

                       About Borg Imaging

Borg Imaging Group -- http://borgimaging.com/-- is a leading provider of
outpatient diagnostic imaging in Rochester. Borg owns and operates six
facilities, five of which are multimodality, offering a combination of
MRI, CT, X-ray, Mammography, Fluoroscopy and Ultrasound.

                       About RadNet, Inc.

RadNet, Inc. (NASDAQ:RDNT) -- http://www.radnet.com/-- provides
high-quality, cost-effective diagnostic imaging services through a network
of 132 owned and operated outpatient imaging centers.  RadNet's core
markets include California, Maryland and New York.

                         *     *     *

In its financial statements for the quarter ended March 31, 2007, RadNet's
balance sheet showed total assets of $396,276,000, total liabilities of
$445,705,000, and a stockholders' deficit of $49,429,000 at March 31,
2007.


RCN CORP: Completes Recapitalization; Repurchases Common Stock
--------------------------------------------------------------
RCN Corporation has completed its recapitalization initiative, which
includes a new $595 million senior secured credit facility, consisting of
a $520 million term loan and a $75 million revolving line of credit.

The new facility, along with cash on hand, will be used to fund:

   * approximately $75 million to repay RCN's existing first-lien
     term loan;

   * approximately $145 million to pay the cash portion of the
     consideration to holders who tendered their Second-Lien
     Convertible Notes;

   * approximately $350 million to pay a special dividend of $9.33
     per share of RCN common stock;

   * up to $25 million of repurchases of RCN common stock pursuant
     to an open market repurchase program authorized by the
     company's Board of Directors.

James F. Mooney, Chairman of RCN's Board of Directors, stated, "Today's
announcement regarding the completion of our initiative to return capital
to stockholders demonstrates our commitment to driving both short- and
long-term stockholder value.  The combined $375 million return of capital
represents a significant near-term benefit to stockholders, while
maintaining our flexibility to pursue additional organic and strategic
growth opportunities to drive longer-term value.  We are very pleased with
the outcome of this initiative, and appreciate the support we received
from our lenders and other investors in making this happen."

The new senior secured credit facility provides for:

   (i) a $520 million term loan, which matures in May 2014,
       requires minimum quarterly principal payments of
       approximately $1.3 million, and accrues interest at an
       annual rate of LIBOR plus 225 basis points; and

  (ii) a $75 million revolving credit facility, which matures in
       May 2013.  The new senior secured credit facility is
       secured by liens on substantially all of the assets of RCN
       and its subsidiaries.

The company also disclosed that $125 million principal amount of its
7.375% Convertible Second-Lien Notes due 2012, representing all of the
total outstanding principal amount of the Second-Lien Notes, has been
tendered and accepted for purchase pursuant to RCN’s tender offer and
consent solicitation, which expired at 9:15 a.m. on May 25, 2007.  Under
the terms of RCN's tender offer and consent solicitation, all holders of
Second-Lien Notes will receive, for each $1,000 of principal amount of
Second-Lien Notes so tendered, $1,133 in cash, an additional amount in
cash equal to the accrued unpaid interest on the Second-Lien Notes to, but
excluding, the date on which such notes are purchased, and 42.63 warrants
to purchase one share of RCN common stock at an exercise price of $25.16.

The Second-Lien Notes were issued pursuant to the Second-Lien Indenture
dated as of Dec. 21, 2004, as amended by the First Supplemental Indenture,
dated as of May 30, 2006.  Specific terms and conditions of RCN's tender
offer and consent solicitation are included in RCN's Offer to Purchase and
Consent Solicitation Statement, dated April 27, 2007, which was filed with
the Securities and Exchange Commission on April 27, 2007.

Pursuant to its initiative, RCN's Board of Directors has approved a return
of capital of up to $375 million, including a $350 million special cash
dividend, or $9.33 per share on all issued and outstanding RCN common
stock, as well as an authorization to purchase up to $25 million of common
stock in the open market.  The special cash dividend will be paid on June
11, 2007 to holders of record of RCN's common stock as of June 4, 2007.
The ex-dividend date for this special dividend is June 12, 2007.  The
timing and amount of any open market repurchases will be determined by the
company's management based on its evaluation of market conditions, then
prevailing share prices and other factors, and shall be conducted in
accordance with procedural safe harbors established by Securities and
Exchange Commission regulations.  The open market repurchase program may
be suspended or discontinued at any time.

                         About RCN Corp.

RCN Corp. (NasdaqGS: RCNI) -- http://www.rcn.com/-- is a
communications company marketing video, voice and data services to
residential and commercial customers located in high-density
northeast and Midwest markets.  Its video programming services
include basic analog cable television, expanded basic cable TV,
digital cable TV, channels, video on demand and subscription video
on demand, high definition television, and digital video recorder
services.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 30, 2007,
Moody's confirmed RCN Corporation's B1 corporate family rating and
stable outlook, following the company's proposed $375 million
special dividend to shareholders and refinancing of the company's
existing first lien debt and likely re-financing of its second
lien debt with a new $520 million senior secured term loan and
approximately $80 million in cash.  The company will also have a
$75 million revolving credit facility, unused at inception.

In addition, Moody's downgraded the company's first lien loan
rating to B1, LGD3, 33% from Ba2 and the probability of default
rating to B2 from B1 in line with Moody's Loss Given Default
Methodology and due to the significant increase in the first lien
debt relative to its overall capitalization and the transition to
an all bank capital structure, respectively.


RECYCLED PAPER: Moody's Confirms Junk Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed Recycled Paper Greetings, Inc.'s Caa1
corporate family rating and the ratings on its senior secured credit
facilities.

The rating confirmation reflects the company's improved liquidity
following its recent completion of an amendment that restored access to
the revolving credit facility and revised financial covenants.  As part of
the amendment, Monitor Clipper and its affiliates also made an equity
contribution to RPG of $15 million, of which $10 million was applied to
the first lien term loan while the remainder will increase cash.
Notwithstanding these benefits, the rating confirmation also reflects
Moody's concern over the company's recent unexpected decline in operating
performance for the January 2007 quarter and its plans to implement scan
based trading in the near-term, particularly given its modest scale and
limited financial flexibility.  This rating action completes a review that
was initiated on April 11, 2007.  The ratings outlook is negative.

While no credit facility ratings were changed as a result of the $10
million reduction in the first lien term loan, the LGD point estimate for
the first lien credit facilities was revised to LGD2, 29% from LGD3, 31%,
reflecting the increased proportion of subordinated debt in the capital
structure. The point estimate for the second lien term loan was revised to
LGD5, 84% from LGD5, 85%.

Ratings Confirmed:

   -- Corporate family rating, at Caa1;

   -- Probability-of-default rating, at Caa1;

   -- $20 million first lien senior secured revolving credit
      facility due 2010, at B2 (LGD2, 29%);

   -- $109.25 million first lien senior secured term loan due
      2011, at B2 (LGD2, 29%);

   -- $79.55 million second lien senior secured term loan due
      2012, to Caa3 at (LGD5, 84%).

RPG's Caa1 rating is driven by the prospects for materially negative cash
flows over the medium-term due to the investments needed to support the
implementation of SBT, as well as the potential for unforeseen challenges
and costs.  The rating also considers the company's high debt levels that
are well in excess of sales, weak interest coverage, stagnant sales,
narrow product focus, its tiny share of a market that's dominated by
Hallmark and American Greetings, significant customer concentration, and
the frequent need to pay slotting fees and other costs to gain business
with new customers.  The rating is supported by the recent $15 million
equity contribution from the sponsors and its affiliates that is providing
a modicum of additional financial flexibility as the company embarks on
the SBT rollout.

The negative outlook reflects RPG limited financial flexibility, concerns
over its ability to absorb another unforeseen decline in operating
performance (as it experienced in the January 2007 quarter), and
uncertainty over its ability renew contracts with key customers on terms
that are similar to its current contracts.  The outlook also reflects
Moody's concern that the implementation of SBT will stretch the company's
organizational and financial resources over the medium-term, increasing
its vulnerability to competitive pressures.  To the extent RPG loses a key
customer account, key customer contracts are renewed on substantially more
restrictive terms, the cost for SBT is greater than anticipated, or it
experiences significant challenges with the rollout, the ratings could be
lowered.  If liquidity becomes strained, including its ability to comply
with financial covenants, the ratings would be downgraded.

Recycled Paper Greetings, Inc., based in Chicago, IL, designs,
manufactures, and distributes greetings cards and social expression
products throughout the U.S. and Canada.


RELIANT ENERGY: Discloses Comprehensive Refinancing Program
-----------------------------------------------------------
Reliant Energy Inc. reported a comprehensive refinancing program that,
upon completion, will result in:

   a) reduced interest expense and lower debt levels;

   b) a significant improvement in the company's ability to
      reinvest in the business; and

   c) return cash to shareholders through dividends and share
      repurchases.

"A key element of the company's new strategy is having the flexibility to
direct free cash flow and additional capital to the alternatives that
create the highest value for shareholders,"
Mark Jacobs, Reliant Energy's chief executive officer, said.  "This plan
was developed to achieve a capital structure that supports that strategy."

As part of the initial phase of this program, the company has
launched a tender offer and consent solicitation for its 9.25% and
9.50% senior secured notes totaling $1.1 billion.  In the near
future, the company expects to issue $1.25 billion of senior unsecured
notes with 7- and 10-year maturities to fund the tender offer and consent
solicitation and retire a portion of its
$400 million term loan.  Cash on hand will be used to retire the remainder
of the term loan.  In addition, the company plans to replace its existing
revolving credit facility and pre-funded letter of credit facilities with
a new $500 million revolving
credit facility and $250 million pre-funded letter of credit facility.
The company expects to close these transactions in
June 2007, subject to market conditions.

In the second phase of the program, the company will address
restrictions remaining in $750 million of its 6.75% senior secured
notes and $500 million of tax-exempt bonds.  The company is evaluating
various alternatives, including the retirement or defeasance of some or
all of this debt with proceeds from potential asset sales.

The company has filed a registration statement with the SEC for the
offering and one may obtain these documents for free by calling toll-free
1-866-624-5774, extension 73042.

                        About Reliant Energy

Headquartered in Houston, Texas, Reliant Energy Inc. (NYSE: RRI) --
http://www.reliant.com/-- provides electricity and energy services to
retail and wholesale customers in the United States.  In Texas, the
company provides service to nearly 1.9 million retail electricity
customers, including residential and small business customers and
commercial, industrial, governmental and institutional customers.  Reliant
also serves commercial, industrial, governmental and institutional
customers in the Pennsylvania, New Jersey and Maryland market.
The company is an independent power producer with approximately 16,000
megawatts of power generation capacity across the United States.  These
strategically located generating assets utilize natural gas, fuel oil and
coal.

                          *     *     *

As reported in the Troubled Company Reporter on May 22, 2007, Fitch
Ratings has taken these rating actions for Reliant Energy,
Inc.: (i) issuer default rating affirmed at 'B'; and (ii) senior secured
debt upgraded to 'BB/RR1' from 'BB-/RR2'.


RONALD BURGER: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Ronald G. Burger, Esq.
        82415 Highway 1082
        Bush, LA 70431

Bankruptcy Case No.: 07-10935

Chapter 11 Petition Date: May 21, 2007

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Claude C. Lightfoot, Jr., Esq.
                  424 Gravier Street, Third Floor
                  New Orleans, LA 70130
                  Tel: (504) 838-8571
                  Fax: (504) 838-8572

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Radcliffe 10, L.L.C.             judgment            $3,428,000
dba ZIP Tube Systems             on appeal
64267 Highway 3081
Pearl River, LA 70452


RURAL CELLULAR: Prices $425 Million Senior Subor. Notes Offering
----------------------------------------------------------------
Rural Cellular Corporation reported the pricing of $425 million aggregate
principal amount of senior subordinated floating rate notes due 2013.

The company said that the senior subordinated floating rate notes will
bear interest at LIBOR plus 3% per year, adjusted quarterly.

The company explained that it intends to use the proceeds of this
offering, together with cash on hand, to redeem all its $115.5 million,
aggregate principal amount of 11 3/8% Senior Subordinated Debentures due
2010, to redeem all its $300 million aggregate principal amount 9-3/4%
Senior Subordinated notes due 2010, and general corporate purposes.

                       About Rural Cellular

Based in Alexandria, Minnesota, Rural Cellular Corporation provides
wireless telecommunication services to approximately 600 thousand retail
subscribers in rural areas of the United States.

                           *    *    *

As reported in the Troubled Company Reporter on April 2, 2007,
Moody's Investors Service placed all ratings of Rural Cellular
Corporation's Corporate family rating at B3, $300 million 9.75% senior
subordinate notes due 2010 at Caa2, $175 million senior subordinate FRN's
due 2012 at Caa2 under review for possible downgrade.

S&P assigned a 'CCC' rating to Rural Cellular's proposed
$115.5 million senior subordinated floating-rate notes due 2014.  Proceeds
from the new notes will be used to refinance
the company's 11.375% exchange debentures.


RURAL CELLULAR: Moody's Junks Ratings on Sr. Subordinated Notes
---------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Rural Cellular
Corporation, including the company's B3 corporate family rating and Caa2
rating on its senior subordinated notes it is now offering, due 2013.

The rating action follows the company's announcement that it would upsize
the current offering of its senior subordinated notes from $115.5 million
to $425 million, using the incremental proceeds to redeem all of its $300
million 9.75% senior subordinated notes due 2010.  Moody's said that the
upsized refinancing transaction will result in a modest improvement to the
company's debt maturity schedule and slight reduction in Rural's interest
expense.  The ratings reflect a B3 probability of default and
loss-given-default assessments.  The outlook for all ratings remains
negative.

Ratings Affirmed:

   -- Corporate family rating B3;

   -- Probability of default rating B3;

   -- $60 million senior secured bank facility due 2010 Ba3,
      LGD1, 0%;

   -- $510 million 8.25% senior secured notes due 2012 Ba3,
      LGD2, 15%;

   -- $325 million 9.875% senior unsecured notes due 2010 B3
      LGD4, 52%;

   -- $300 million 9.75% senior subordinate notes due 2010 Caa2,
      LGD5, 84% (to be withdrawn);

   -- $175 million senior subordinate FRN's due 2012 Caa2, LGD5,
      84%;

   -- $425 million senior subordinate FRN's due 2013 Caa2, LGD5,
      84% (from $115.5 million);

   -- 12.25% junior exchangeable preferred shares due 2011 Caa2,
      LGD6, 99% (from LGD6, 100%);

Rural's B3 corporate family rating reflects Moody's belief that the
company is likely to continue its very recent trend of net subscriber
additions and cost reductions through the next couple of years and that
Rural may generate modest EBITDA growth and sustainable free cash flow
(before the payment of in-kind dividends), reducing its adjusted leverage
towards 7.5x by the end of 2008.  The negative outlook reflects Moody's
view that several of Rural's key credit metrics are weak for the B3 rating
category and execution risks to sustained subscriber growth remain, given
the short period of progress relative to the longer term challenges
evident throughout much of the past three years.

Based in Alexandria, Minnesota, Rural Cellular Corporation provides
wireless telecommunication services to approximately 640 thousand retail
subscribers in rural areas of the United States.


SACO I: S&P Junks Ratings on Two Classes, Removes Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three classes
from SACO I Trust's series 2005-8 and 2005-WM2.  S&P lowered its ratings
on class B-4 from series 2005-8 and class B-4 from series 2005-WM2 to
'CCC' from 'B' and removed them from CreditWatch negative, and lowered its
rating on class B-3 from series 2005-WM2 to 'BB-' from 'BBB-'.  Class B-3
from series 2005-WM2 remains on CreditWatch negative, where it was placed
on
April 3, 2007.  Concurrently, S&P placed three ratings on classes from
series 2005-8, 2005-10, and 2005-WM2 on CreditWatch with negative
implications.  At the same time, S&P affirmed its ratings on the remaining
classes from these three SACO I Trust series.

The downgrades and negative CreditWatch placements reflect the
deteriorating performance of the collateral backing these transactions.
Credit support for these deals is derived from a combination of
subordination, excess interest, and overcollateralization.  Closed-end
second-lien mortgage pools back all three transactions.  Severely
delinquent second-lien loans will mostly likely be charged off when they
become 180 days delinquent.  For the past six months, realized losses have
consistently outpaced excess interest spread to an extent that credit
enhancement has been reduced to levels that are not sufficient to support
the previous ratings on the downgraded classes.

As of the April 2007 remittance period, the O/C for the pool backing
series 2005-8 had been reduced to $7.52 million, while
90-plus-day delinquent loans amounted to $11.78 million.  Cumulative
realized losses reached $19.66 million, or 3.99% of the original pool
balance.  Total delinquencies and severe delinquencies (90-plus-days,
foreclosures, and REOs) constitute 9.31% and 4.48% of the current pool
balance, respectively.

S&P placed its rating on class I-B-4 from series 2005-10 on CreditWatch
with negative implications.  This class is backed by loan group 1 from
series 2005-10.  As of the April 2007 remittance period, O/C for loan
group 1 had been reduced to $18.82 million, while loans that were
90-plus-days delinquent amounted to
$12.65 million.  Cumulative realized losses reached
$14.62 million, or 4.32% of the original pool balance.  Total
delinquencies and severe delinquencies (90-plus-days, foreclosures, and
REOs) constitute 11.93% and 6.16% of the current pool balance,
respectively.

For the same time period, O/C for the pool backing series 2005-WM2 had
been reduced to $10.30 million, while loans that were 90-plus-days
delinquent amounted to $8.74 million and loans in foreclosure amounted to
$10.86 million.  Cumulative realized losses reached $31.43 million or
6.14% of the original pool balance.  Total delinquencies and severe
delinquencies constitute 15.74% and 8.71% of the current pool balance,
respectively.

S&P removed its ratings on class B-4 from series 2005-8 and class B-4 from
series 2005-WM2 because they were lowered to 'CCC'.  According to Standard
& Poor's surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to be on
CreditWatch negative.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

These transactions were initially backed by either subprime or Alt-A
closed-end second-lien mortgage loans, or by home equity lines of credit.
The guidelines used in the origination process generally employed
standards intended to assess the credit risk of borrowers with imperfect
credit histories or relatively high ratios of monthly mortgage payments
(and total credit payments) to income.


        Rating Lowered and Remaining on Creditwatch Negative

                             SACO I Trust

                                        Rating
                                        ------
             Series    Class      To               From
             ------    -----      --               ----
             2005-WM2  B-3        BB-/Watch Neg  BBB-/Watch Neg


       Ratings Lowered and Removed from Creditwatch Negative

                            SACO I Trust

                                       Rating
                                       ------
                Series    Class     To       From
                ------    -----     --       ----
                2005-8    B-4       CCC      B/Watch Neg
                2005-WM2  B-4       CCC      B/Watch Neg


              Ratings Placed on Creditwatch Negative

                            SACO I Trust

                                       Rating
                                       ------
            Series    Class      To              From
            ------    -----      --              ----
            2005-8    B-3        BBB-/Watch Neg  BBB-
            2005-10   I-B-4      BB+/Watch Neg   BB+
            2005-WM2  B-2        BBB/Watch Neg   BBB


                         Ratings Affirmed

                           SACO I Trust

       Series    Class                                Rating
       ------    -----                                ------
       2005-8    A-1, A-2, A-3                        AAA
       2005-8    M-1                                  AA
       2005-8    M-2                                  AA-
       2005-8    M-3                                  A+
       2005-8    M-4                                  A
       2005-8    M-5                                  A-
       2005-8    B-1                                  BBB+
       2005-8    B-2                                  BBB
       2005-10   I-A                                  AAA
       2005-10   I-M                                  A-
       2005-10   I-B-1                                BBB+
       2005-10   I-B-2                                BBB
       2005-10   I-B-3                                BBB-
       2005-10   II-A-1, II-A-2, II-A-3               AAA
       2005-10   II-M-1                               AA+
       2005-10   II-M-2                               AA
       2005-10   II-M-3                               AA-
       2005-10   II-M-4                               A+
       2005-10   II-M-5                               A
       2005-10   II-M-6                               A-
       2005-10   II-B-1                               BBB+
       2005-10   II-B-2                               BBB
       2005-10   II-B-3                               BBB-
       2005-10   II-B-4                               BB+
       2005-WM2  A-1, A-2, A-3                        AAA
       2005-WM2  M-1                                  AA
       2005-WM2  M-2                                  AA-
       2005-WM2  M-3                                  A+
       2005-WM2  M-4                                  A
       2005-WM2  M-5                                  A-
       2005-WM2  B-1                                  BBB+


SEA CONTAINERS: Wants Exclusive Period Extended To September 28
---------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to further extend their exclusive
periods to:

   (a) file a Chapter 11 plan through and including
       Sept. 28, 2007; and

   (b) solicit acceptances of that plan through and including
       Nov. 27, 2007.

The Debtors contend that the deadlines need to be extended since they need
to consider their litigation with GE SeaCo SRL, pending the course and
potential outcome of the arbitration proceedings.  The Debtors reason that
their restructuring plans may be affected by the outcome of the
arbitration because of the importance of GE SeaCo to the bankruptcy
estate.

GE SeaCo SRL, a joint venture between Sea Containers Ltd. and GE
Capital Corporation, manages a substantial portion of SCL's
container leasing business.  Prior to Petition Date, GE Capital
asserted that it had the right to purchase SCL's equity interest
in GE SeaCo SRL because of an alleged change of control at SCL.  SCL
strongly denied the alleged control change and the Debtors
are currently preparing to arbitrate the dispute, Mr. Greecher
notes.  The Debtors expect the arbitrator to issue a decision on the
Control Change Issue around the end of September 2007.

The Debtors add that additional time is also required to:

   * execute the sale of non-core assets; and

   * various financing arrangements of the Debtors need to
     be resolved and settled.

The Court will convene a hearing on June 7, 2007, to consider the
Debtors' extension request.  By application of Rule 9006-2 of the Local
Rules of Bankruptcy Practice and Procedures of the United States
Bankruptcy Court for the District of Delaware, the deadline of the
Debtors' Exclusive Periods is automatically extended through the
conclusion of that hearing.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Court Fixes July 16 as Claims Bar Date
------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware established July 16, 2007, 5:30 p.m., as the deadline for all
persons and entities holding or wishing to assert a claim against Sea
Containers Ltd. and its debtor-affiliates to file a proof of claim in
their Chapter 11 cases.

All proofs of claim must conform substantially to Form No. 10 of
the Official Bankruptcy Form and must be filed by mailing the
original proof of claim to:

      BMC Group
      Attn: SCL Claims Agent
      P.O. Box 949
      El Segundo, California
      90245-0949

All other administrative claims must be made by separate requests
for payment in accordance with Section 503(b) of the Bankruptcy
Code, and will not be deemed proper if made by proof of claim.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a plan of reorganization expires on
Sept. 28, 2007.


SEA CONTAINERS: Court Approves Archlane Leases Settlement Pact
--------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware has approved the leases settlement agreement between Sea
Containers, Ltd. and its debtor-affiliates, and Archlane Limited.

As reported in the Troubled Company Reporter on May 10, 2007, the
settlement pertains to the Debtors' corporate headquarter premises, of
which Archlane Limited is the current landlord.

The aggregate annual rent under the Leases is approximately
GBP2,550,000, or about $5,100,000 at current exchange rates.
SCSL also pays about GBP1,116,020, or $2,178,040, in additional
aggregate annual charges under the Leases for utilities and other
services.  The Debtors estimate that the aggregate payment obligations
remaining under the Lease may aggregate more than $36,000,000.

After careful analysis of their options with respect to the
Leases, the Debtors have decided that a settlement with Archlane
surrendering the Leases and entering into new shorter-term leases is the
best choice for maximizing value for their estates.

After intensive negotiations, the Debtors and Archlane reached a
settlement that principally provides for, among others:

   (1) Surrender of SCSL's current Leases subject to a
       GBP7,000,000 payment to Archlane; and

   (2) Entry into new leases for the current occupied Premises
       under the Leases commencing on May 18, 2007, and expiring
       on June 30, 2007.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a plan of reorganization expires on
Sept. 28, 2007.


SERGE MARINKOVIC: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Serge P. Marinkovic
        Christina Marinkovic
        414 Doyle Drive
        Lafayette, LA 70508

Bankruptcy Case No.: 07-50573

Chapter 11 Petition Date: May 18, 2007

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Robert Summerhays

Debtor's Counsel: Thomas E. St. Germain, Esq.
                  1414 Northeast Evangeline Thruway
                  Lafayette, LA 70501
                  Tel: (337) 235-4001
                  Fax: (337) 235-4020

Total Assets: $1,281,708

Total Debts:  $2,035,349

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Town and Country                 prior residence;      $230,126
Attention: Rick Williams         value of
P.O. Box 13255                   security:
Springfield, IL 62791            $295,000; value
                                 of senior lien:
                                 $233,000

                                 2004 Medtronic         $43,226
                                 Duet and Sonesta
                                 Chair; value of
                                 security:
                                 $37,000

Sallie Mae Servicing             student loans         $150,000
P.O. Box 9500
Wilkes Barre, PA 18773-9500

G.E. Healthcare Financial        G.E. O.E.C. 99        $143,532
Services                         c-arm and work
P.O. Box 641419                  station, X-Ray
Pittsburgh, PA 15264             machine; value
                                 of security:
                                 $100,000

I.R.S.                           taxes                 $104,122

Bank of America                                         $63,213

St. Mary's Hospital              start up costs         $60,000

Nissan Motor Acceptance          2007 Nissan            $43,000
                                 Altima, 1,350
                                 miles; value
                                 of security:
                                 $21,000

American Express                                        $21,900

Chase                                                   $15,345

First Internet Bank of Indiana   installment loan       $14,100

Insite Properties                lease                  $13,311

Physicians Technologies, Inc.                           $13,000

Illinois Department of Revenue   payroll taxes           $9,650

Supra International, Inc.                                $8,000

Hughes, Hill & Tenney, L.L.C.                            $6,707

Main Street Bank & Trust         credit line/            $6,458
                                 overdraft

Sears Gold Mastercard                                    $6,411


SONICBLUE INC: Court Approves Alston & Bird as Trustee's Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California gave
Dennis J. Connolly, Esq., the Chapter 11 Trustee appoint for SONICBlue
Incorporated and its debtor-affiliates' bankruptcy case,
permission to employ Alston & Bird LLP, as his counsel.

The firm is expected to advise the Trustee on corporate, bankruptcy,
litigation, and other matters appropriate and incidental to the Debtors'
case.

Grant T. Stein, Esq., a partner of the firm, bills $635 per hour for this
engagement.

The firm's professionals billing rates are:

     Professionals                     Hourly Rate
     -------------                     -----------
     Neal Batson, Esq.                    $750
     Steven M. Collins, Esq.              $660
     Jennifer M. Meyerowitz, Esq.         $430
     Sean Hyatt, Esq.                     $335
     Wendy R. Reiss, Esq.                 $320
     David Wender, Esq.                   $320
     Will Sugden, Esq.                    $320
     Tedra Ellison                        $160

Mr. Stein 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. Stein can be reached at:

     Grant T. Stein, Esq.
     Alston & Bird LLP
     1201 West Peachtree Street
     Atlanta, Georgia 30309-3424
     Tel: (404) 881-7000
     Fax: (404) 881-7777
     http://www.alston.com/

                    About SONICblue Incorporated

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems Inc., ReplayTV Inc., and Sensory Science
Corporation, filed for chapter 11 protection on Mar. 21, 2003
(Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778).  Anne E. Wells, Esq.,
at Levene, Neale, Bender, Rankin and Brill, and Richard A. Rogan, Esq., at
Jeffer, Mangels, Butler and Marmaro, represent the Debtors.  Cecily A.
Dumas, Esq. and Robert E. Clark, Esq., at Friedman, Dumas and Springwater,
represent the Chapter
11 Trustee.  Anne E. Wells, Esq. and Craig M. Rankin, Esq., at Levene,
Neale, Bender, Rankin and Brill, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from their
creditors, they listed assets totaling $342,871,000 and debts totaling
$335,473,000.


SONICBLUE INC: Court OKs Friedman Dumas as Trustee's Local Counsel
------------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of California
gave Dennis J. Connolly, Esq., the Chapter 11 Trustee appoint for
SONICBlue Incorporated and its debtor-affiliates' bankruptcy case,
permission to employ Friedman Dumas & Springwater LLP, as his local
counsel.

The firm is expected to:

   a. assist the Trustee and his general counsel as appropriate
      in consultations, negotiations and all other dealings with
      creditors and other parties in interest concerning the
      administration of this case;

   b. prepare pleadings, possibly assisting in conducting
      investigations, and making court appearances incidental to
      the administration of the Debtors' estates;

   c. advise the Trustee and his general counsel as appropriate of
      the Trustee's rights, duties and obligations under the
      Bankruptcy Code, Bankruptcy Rules, Local Rules and Orders of
      the Court;

   d. advise and assist the Trustee and his general counsel as
      appropriate with respect to litigation;

   e. render other legal advice and performing all those legal
      services necessary and proper to the administration of the
      Debtors' estates during the pendency of these cases; and

   f. take any and all necessary actions in the interest of
      the Trustee incident to the proper representation of the
      Debtors' bankruptcy estates in the administration of these
      cases.

Cecily A. Dumas, Esq., a partner of the firm, charges the Debtors         
      $450 per hour for this engagement.

The firm's professional billing rates are:

     Professionals               Hourly Rate
     -------------               -----------
     M. Elaine Hammond              $305
     Robert E. Clark                $215
     D. Elaine Howard               $160

Ms. Dumas assures the Court that she 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.

Ms. Dumas can be reached at:

     Cecily A. Dumas, Esq.
     Friedman Dumas & Springwater LLP
     150 Spear Street, Suite 1600
     San Francisco, CA 94105
     Tel: (415) 834-3800
     Fax: (415) 834-1044
     http://www.friedumspring.com/

                  About SONICblue Incorporated

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems Inc., ReplayTV Inc., and Sensory Science
Corporation, filed for chapter 11 protection on Mar. 21, 2003
(Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778).  Anne E. Wells, Esq.,
at Levene, Neale, Bender, Rankin and Brill, and Richard A. Rogan, Esq., at
Jeffer, Mangels, Butler and Marmaro, represent the Debtors.  Cecily A.
Dumas, Esq. and Robert E. Clark, Esq., at Friedman, Dumas and Springwater,
represent the Chapter
11 Trustee.  Anne E. Wells, Esq. and Craig M. Rankin, Esq., at Levene,
Neale, Bender, Rankin and Brill, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from their
creditors, they listed assets totaling $342,871,000 and debts totaling
$335,473,000.


STERLING CENTRECORP: First Capital to Amend Take-Over Bid Terms
---------------------------------------------------------------
Sterling Centrecorp Inc. disclosed that First Capital Realty Inc. will
amend the conditions to its take-over bid for the outstanding common
shares and 8.50% convertible unsecured subordinated debentures due Dec.
31, 2009.

The amendment involves the deletion of condition (g) to the offers for the
Shares and Debentures, which required that Sterling and its subsidiaries
should not enter into specified transactions involving or affecting their
respective properties, except those publicly disclosed.  In its place,
First Capital will include a limited condition providing that it should
not become aware that, as a result of the successful completion of either
or both of the offers, there would reasonably be expected to occur an
event, change, action, state, right, liability or condition under the
terms of any contract or agreement pursuant to which any Sterling company
or any of its assets is bound, other than mortgages and indebtedness with
financial institutions such as banks, insurance companies or trust
companies incurred or entered into in the ordinary course of business,
which would, individually or in the aggregate, materially adversely affect
the value of the Sterling
companies.

Sterling also disclosed that First Capital is awaiting a response to its
offers from the special committee of the company's board of
directors.  First Capital stated that the Sterling board has a duty to
respond to the offers, and to articulate its views to Sterling
securityholders, in a timely manner.  First Capital also noted that, under
the terms of the agreement relating to the insider group's going-private
transaction, the Sterling board is permitted to abandon the going-private
transaction and to support the First Capital offers.  The Sterling board's
right to change its recommendation on the going-private transaction and to
recommend another proposal, including the First Capital offers, continues,
notwithstanding that shareholders may have already approved a resolution
concerning the going-private transaction.

"First Capital believes that it offers represent a superior
proposal that maximizes value for Sterling's securityholders,"
Mr. Dori J. Segal, president and chief executive officer of First Capital,
commented.  "The holders of shares and debentures deserve a choice in this
process.  "First capital calls upon Sterling's special committee to meet
its responsibilities to Sterling's
securityholders, and to give proper consideration to First Capital's
offers, which First Capital believes are a better alternative to the
going-private transaction promoted by
Sterling's insiders."

Holders of Shares and Debentures with questions, requests for copies of
the documents or requiring assistance in tendering to the offers may
contact the Dealer-Manager for the offers, Trilon Securities Corporation,
at (416) 956-5200.

                    About First Capital Realty

Headquartered in Ontario, Canada, First Capital Realty (TSX: FCR)
-- http://www.firstcapitalrealty.ca/-- is an owner, developer and
operator of supermarket-anchored neighborhood and community
shopping centers, located in growing metropolitan areas.  The
company currently owns interests in 161 properties, including
7 under development, with approximately 18.9 million square feet
of gross leasable area.  In addition, the company owns
13.9 million shares of Equity One (NYSE: EQY), one of the shopping
center REITS in the southern U.S.  Including its investments in
Equity One, the company has interests in 334 properties totaling
approximately 36.8 million square feet of gross leasable area.

                  About Sterling Centrecorp Inc.

Headquartered in Ontario, Canada, Sterling Centrecorp Inc. (TSX:
SCF) -- http://www.sterlingcentrecorp.com/-- is a North American
real estate investment and management services company
specializing in the retail property sector.  Sterling, through its
North American platform, uncovers and secures real estate
opportunities and then aligns itself with strategic financial
partners to maximize returns for all parties.  The company has
offices located in Toronto, Edmonton, and Montreal, and its U.S.
subsidiary has offices located in West Palm Beach, Charlotte,
Dallas, San Antonio, and Scottsdale.

As of May 25, 2007, there was no update on the Court's decision on the
final approval of the company's Plan of Arrangement.


STRUCTURED ASSET: Moody's Rates Class B Certificates at (P)Ba1
--------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to the certificates
issued by Structured Asset Securities Corp Trust 2007-OSI.

The complete provisional rating actions are:

   * Structured Asset Securities Corp Trust 2007-OSI

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


TERWIN MORTGAGE: Poor Credit Cues S&P to Cut Ratings on 27 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 27 certificates
from 15 transactions issued by Terwin Mortgage Trust.  S&P placed the
ratings on nine of these classes on CreditWatch with negative
implications, left five of these ratings on CreditWatch negative, and S&P
removed six of these ratings from CreditWatch negative.  At the same time,
S&P placed its ratings on 18 other classes on CreditWatch with negative
implications.  In total, these rating actions affected 22 Terwin Mortgage
Trust deals.

The lowered ratings and negative CreditWatch placements reflect the recent
deterioration of available credit support to the respective classes, as of
the April 2007 remittance period.  Of the 22 affected deals, which have
seasoned between five and 36 months, 16 are backed by closed-end second
liens, seven are backed by subprime loans, and one is backed by Alt-A
collateral.  All 16 second-lien transactions were structured so that
monthly excess interest would build overcollateralization closer to its
respective targets as the pools became more seasoned.  However, the recent
adverse performance of these deals has not allowed O/C levels to reach
their respective targets.  Contrarily, recent heavy losses have generally
outpaced monthly excess interest and have increased the O/C deficiencies.
Currently, nine of the
16-second-lien transactions have no O/C remaining as a form of credit
protection.  Series 2006-10SL, which closed in November 2006, was
structured with an O/C holiday.

Given this structure, monthly excess cash flow was not used to build O/C
for this deal until, on, and after the February 2007 payment date.  During
the April 2007 remittance period, series 2006-10SL incurred a loss of
$1.88 million, which eroded the available O/C to $60,757.  Cumulative
losses on the second-lien pools range from 0.51% (series 2006-10SL) to
3.98% (series 2004-22SL) of the respective original principal balances
while delinquencies remain moderate.  O/C levels for the seven subprime
deals are also below their targets.

Cumulative losses on the subprime transactions range from 0.20% (loan
group 1 from series 2004-21HE) to 0.75% (series 2005-10HE), while losses
remain moderate.  Loan group 2 from series 2004-13ALT utilizes a senior
subordinate structure.  S&P lowered its rating on class 2-B-5 to 'D'
because it incurred a realized loss.  Cumulative losses for this pool are
0.63% of the original principal balance.

Standard & Poor's will continue to closely monitor the 32 classes with
ratings on CreditWatch negative.  If losses decline to a point at which
they no longer exhaust available credit enhancement and the level of
credit enhancement is not further eroded, S&P will affirm the ratings on
these classes and remove them from CreditWatch.  Conversely, if
delinquencies continue to translate into substantial realized losses in
the coming months and continue to erode available credit enhancement, S&P
will take further negative rating actions on these classes, and possibly
on the more senior tranches.

The ratings on six classes were removed from CreditWatch negative because
there were lowered to 'CCC'.  According to Standard & Poor's surveillance
practices, ratings lower than 'B-' on classes of certificates or notes
from RMBS transactions are not eligible to be on CreditWatch negative.


         Ratings Lowered and Placed on Creditwatch Negative

                       Terwin Mortgage Trust

                                           Rating
                                           ------
         Series        Class          To              From
         ------        -----          --              ----
         2004-4SL      B-3            B/Watch Neg     BB
         2005-13SL     B-5            B/Watch Neg     BB+
         2006-1        II-B-3         BB/Watch Neg    BBB
         2006-4SL      B-5            BB-/Watch Neg   BBB-
         2006-4SL      B-6            B/Watch Neg     BB+
         2006-8        I-B-5          BB-/Watch Neg   BBB-
         2006-8        I-B-6          B/Watch Neg     BBB-
         2006-10SL     B-6            BB-/Watch Neg   BBB-
         2006-10SL     B-7            B/Watch Neg     BB+


        Ratings Lowered and Remaining on Creditwatch Negative

                        Terwin Mortgage Trust

                                            Rating
                                            ------
         Series        Class          To              From
         ------        -----          --              -----
         2005-5SL      B-4        B/Watch Neg     BB+/Watch Neg
         2005-11       II-B-4     BB-/Watch Neg   BBB-/Watch Neg
         2006-1        II-B-4     BB-/Watch Neg   BBB-/Watch Neg
         2006-8        II-B-5     B/Watch Neg     B+/Watch Neg


                 Terwin Mortgage Trust Series TMTS

                                            Rating
                                            ------
         Series        Class          To              From
         ------        -----          --              ----
         2005-10HE     B-7            B/Watch Neg     BB/Watch Neg


      Ratings Lowered and Removed from Creditwatch Negative

                    Terwin Mortgage Trust

                                            Rating
                                            ------
         Series        Class          To            From
         ------        -----          --            ----
         2006-2HGS     B-5            CCC        B-/Watch Neg
         2006-HF-1     B-5            CCC        BB/Watch Neg
         2006-4SL      B-7            CCC        BB+/Watch Neg
         2006-8        I-B-7          CCC        BB+/Watch Neg
         2006-8        II-B-6         CCC        B/Watch Neg


                 Terwin Mortgage Trust Series TMTS

                                            Rating
                                            ------
         Series        Class          To              From
         ------        -----          --              -----
         2004-22SL     B-3B           CCC             B/Watch Neg


                           Ratings Lowered

                        Terwin Mortgage Trust

                                            Rating
                                            ------
         Series        Class          To              From
         ------        -----          --              ----
         2004-13ALT    2-B-5          D               B
         2005-1SL      B-4            D               CCC
         2005-3SL      B-6-PI         D               CCC
         2005-13SL     B-6            CCC             BB+
         2005-13SL     B-7            D               CCC
         2006-8        I-B-8          D               CCC
         2006-10SL     B-8            CCC             BB+


               Ratings Placed On Creditwatch Negative

                       Terwin Mortgage Trust

                                            Rating
                                            ------
         Series        Class           To               From
         ------        -----           --               ----
         2004-9HE      B-3             BBB-/Watch Neg   BBB-
         2004-19HE     B-3             BBB-/Watch Neg   BBB-
         2004-21HE     1-M-3           BBB/Watch Neg    BBB
         2004-21HE     2-B-4           BB/Watch Neg     BB
         2005-3SL      B-5             BB+/Watch Neg    BB+
         2005-4HE      B-6             BB/Watch Neg     BB
         2005-9HGS     B-5             BB+/Watch Neg    BB+
         2005-11       II-B-3          BBB/Watch Neg    BBB
         2006-1        II-B-1          A-/Watch Neg     A-
         2006-1        II-B-2          BBB+/Watch Neg   BBB+
         2006-HF-1     B-4             BBB-/Watch Neg   BBB-
         2006-4SL      B-4             BBB-/Watch Neg   BBB-
         2006-8        II-B-4          BBB-/Watch Neg   BBB-
         2006-10SL     B-5             BBB-/Watch Neg   BBB-


                Terwin Mortgage Trust Series TMTS

                                            Rating
                                            ------
         Series        Class           To               From
         ------        -----           --               ----
         2004-11HE     B-3             BBB-/Watch Neg   BBB-
         2005-10HE     B-6             BB+/Watch Neg    BB+
         2005-16HE     B-3             BBB-/Watch Neg   BBB-
         2005-13SL     B-4             BBB-/Watch Neg   BBB-


TESORO CORPORATION: Finalizes $500MM 6.50% Senior Notes Offering
----------------------------------------------------------------
Tesoro Corporation has finalized the terms of its reported senior notes
offering.  The company will issue $500 million in principal amount of
6.50% Senior Notes due 2017.  The company said that these notes are
unsecured.

The company said that it anticipates the consummation of the offering to
occur on May 29, 2007, and intends to use the proceeds from the offering,
together with cash on hand, to repay borrowings under the company’s $700
million 364-day term loan.

The company's 364-day term loan was used to finance, in part, the
acquisition of certain assets from Shell Oil Products US.  The 364-day
term loan will be terminated upon repayment.

                        About Tesoro Corp.

Headquartered in San Antonio, Texas and founded in 1939,
Tesoro Corporation -- http://tesoropetroleum.com/-- is an
independent refiner and marketer of petroleum products.  Tesoro
operates six refineries in the western United States with a
combined capacity of nearly 560,000 barrels per day.  Tesoro's
retail-marketing system includes almost 500 branded retail
stations, of which over 200 are company operated under the
Tesoro and Mirastar brands.

                           *    *    *

As reported in the Troubled Company Reporter on May 25, 2007,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on independent refining and marketing company Tesoro
Corp. and revised the outlook on the company to positive from
stable.  At the same time, Standard & Poor's assigned its 'BB+'
rating to Tesoro's proposed $500 million senior unsecured note
offering, and its 'BBB-' rating with a recovery rating of '1'
to Tesoro's $1.75 billion revolving credit facility.


TESORO CORP: Moody's Rates $500 Mil. Sr. Unsec. Notes at Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 (LGD4; 58%) rating to Tesoro
Corporation's $500 million of 10-year senior unsecured notes and a Baa1
(LGD1; 8%) to its amended and expanded new 5-year $1.750 billion borrowing
base revolver.

Moody's also affirms TSO's Ba1 Corporate Family rating, Ba1 (LGD4; 58%)
senior unsecured note ratings, and Ba1 Probability of Default rating.  The
Ba1 (LGD4; 58%) note ratings are assigned under our Loss Given Default
notching methodology. The rating outlook remains positive.

The expanded revolver replaces an existing $750 million three year
facility that carried a Baa1 rating.  The revolver is secured by eligible
working capital.  It contains a $250 million accordion feature.  Note
indenture covenants would be largely eliminated if TSO were to attain an
investment grade rating.  The indenture does not limit stock repurchases
as long as TSO is rated at Ba2 or above and its leverage does not exceed 2
to 1.

Note proceeds will partly repay a $700 million 364-day bank loan, with the
balance repaid with cash on hand.  The loan briefly funded part of TSO's
closing of $2.1 billion in acquisitions this month, including Shell Oil's
high complexity 100,000 barrel per day Los Angeles, California Refinery
(and associated inventory), 278 of Shell's southern California retail
sites, and 138 other retail sites acquired from private USA Petroleum and
located in California, Nevada, and the Southwest. The acquisitions were
discussed in detail in our Credit Opinion dated Feb. 15, 2007.

The positive outlook reflects the Los Angeles acquisition's likely
resolution of the main operating risk restraining TSO's ratings plus the
potential for an upgrade within 12 to 18 months.  TSO de-levered
substantially and carried high cash balances, benefiting from the
extraordinary ongoing 2003 through 2007 refining up-cycle.  However, the
dominant ratings restraint remained a cash flow risk concentration.  While
it held a six refinery portfolio (now seven), Golden Eagle, its largest
refinery, generated well over 50% of EBITDA and its two largest refineries
generated over 75% of EBITDA.  Golden Eagle (161,000 barrels per day) has
experienced significant unscheduled downtime over the years.  As well,
four of TSO's refineries are well below 100,000 barrels of daily capacity,
are of low complexity and face varying degrees of inherent risk of
eventual niche erosion.

Final acquisition funding includes roughly $1.079 billion of cash on hand,
the $500 million in notes, and $500 million borrowed under the secured
revolver.  Pro-forma total reported debt is roughly $2.1 billion.  Very
strong year-to-date margins reduced the debt component of acquistion
funding and are on trend to reduce year-end debt below earlier forecasts.
With potential 2007 EBITDA in the range of $1.7 billion to $1.9 billion,
TSO's $900 million of budgeted capital spending, expected cash interest
expense of roughly $135 million, and roughly $400 million of expected cash
taxes, TSO appears able to reduce debt by somewhat over $300 million this
year, depending on working capital requirements.

Moody's believes that Shell may have understandably under-invested in Los
Angeles in recent years, anticipating its sale. To the degree that is the
case, we note the potential for significant post-acquisition capital
spending at Los Angeles. On the other hand, Shell has eased TSO's crude
sourcing transition burden by providing a one-year crude oil supply
agreement covering the refinery's average daily throughput requirement of
California crude oil seen over the last two years, consisting of San
Joaquin Valley light and Los Angeles Basin heavy crude oil. TSO will also
need to increase its sourcing of foreign crudes but believes the pairing
of its purchases of crude oil cargoes for both Golden Eagle and Los
Angeles may improve its competitiveness and terms in world markets.

The Los Angeles acquisition appears likely to move TSO's portfolio to a
scale, downtime risk diversification, and process diversification range
supportive of an investment grade rating. That assumes sound
post-acquisition performance, supportive 2007 and 2008 margins,
substantially reduced leverage, and leverage, equity, and acquisition
funding policy compatible with a higher rating.  We will assess ongoing
acquisition and funding strategies, sector outlook at the time, stock
buyback activity, the unscheduled downtime record, project cost and
completion timing for the important Golden Eagle coker conversion project,
and expected total capital spending burden.

The acquisition of the high complexity (16.4 Nelson Complexity Index) Los
Angeles coking refinery moves TSO's consolidated Nelson Complexity Index
up to 9.65 from 8.4.  Moody's also recognizes that TSO's smaller low
complexity refineries have been sufficiently configured over the years to
perform well on the available crude oil feedstock choices and refined
product requirements of the markets in which they operate.

TSO continues to benefit from very strong margins. Country wide, margins
are approximately 100% ahead of last year's already high margins. Of
further importance, regional crude supply and product demand forces have
caused Rocky Mountains and Midwest refining margins, where TSO has two
refineries, rising to at least temporarily close the traditional wide gap
between those margins and very high West Coast margins.

While first quarter 2007 results were held back by higher unit operating
and G&A expenses and materially reduced crude throughput and refinery
capacity utilization (82% versus fourth and first quarter 2006 at 88%) due
to planned and unscheduled Golden Eagle downtime, sector margins still
drove EBITDA to $257 million.  This was 82% higher than first quarter
2006, though 17% under fourth quarter 2006.  TSO's first quarter
throughput of 467,000 bpd was down from the 497,000 bpd in the prior year
period due to a disruption in crude oil supply to its Alaskan refinery and
the Golden Eagle downtime due to equipment malfunctions and unanticipated
repairs.  One of the factors for TSO to attain an upgrade is the
demonstration of sustained operating reliability at Golden Eagle.

Moody's will continue to monitor Tesoro's ratings over the next 12-18
months to see if a move to investment-grade is plausible. A ratings
upgrade would require lower leverage, successful integration of the Los
Angeles refinery, and an on-budget on-time completion of the delayed coker
project at Golden Eagle. Moody's would also expect to see an equity
offering sometime within the monitoring period and the proceeds being used
to repay debt under the revolving facility.  Given the cyclicality and
capital intensity of the sector, leverage would need to be compatible with
expected cyclical margins.

Tesoro Corporation is headquartered in San Antonio, Texas.


THOMAS ADAMS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Thomas Adams
        7904 Foster
        Morton Grove, IL 60053

Bankruptcy Case No.: 07-09194

Chapter 11 Petition Date: May 21, 2007

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Timothy C. Culbertson, Esq.
                  Morgan & Bley, Ltd.
                  900 West Jackson Boulevard, Suite 4
                  East Chicago, IL 60607
                  Tel: (847) 913-5945
                  Fax: (847) 639-0336

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
   ------                        ---------------   ------------
George Arvanitis, Sr.                                  $200,000

Chase Equity                                           $197,316
P.O. Box 9001008
Louisville, KY 40290-1008

Village Market Place                                   $150,000
4034 Dempster
Skokie, IL 60076

Haralmbia Adams                                        $120,000

Chris Tomaras                                          $100,000

Gus Maskalaris                                         $100,000

United Investors                                        $82,243

Bank of America                                         $52,963
Baltimore, MD 21297-3271

Washington Mutual                                       $48,228

Cambridge Bank                                          $40,000

Advanta Bank                                            $34,518

Bankes Healthcare Group                                 $25,785

U.S.A.A. Credit Card Services                           $22,810

Bank of America                                         $16,660
Wilmington, DE 19850-5026

Navy Credit Union                                       $14,321

Discover Card                                           $14,294

Frontage Medical Center                                 $12,800

Progress Dental Laboratory                               $9,146

Chase Card Services                                      $7,702


TIMBERLAKE FOREST: Case Summary & 68 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Timberlake Forest Products, Inc.
        3808 North Sullivan Road
        Spokane Valley, WA 99216

Bankruptcy Case No.: 07-01716

Type of Business: The Debtor manufactures finger-jointed framing
                  lumber.

Chapter 11 Petition Date: May 23, 2007

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Nancy L. Isserlis, Esq.
                  Winston and Cashatt Lawyers
                  601 West Riverside Avenue, Suite 1900
                  Spokane, WA 99201
                  Tel: (509) 838-6131
                  Fax: (509) 838-1416

Total Assets:  $934,829

Total Debts: $5,215,633

Debtor's 68 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Stephen & Sheryl Kennedy                             $1,054,989
400 Galer
Seattle, WA 98109

David Thompson                                         $512,751
300 Queen Anne Avenue North
P.O. Box 642
Seattle, WA 98109

Spokane Forest Products, Inc.                          $301,443
400 South Jefferson
Suite 416
Spokane, WA 99204

B.N.S.F. Railway Co.                                   $210,240

Botkin Lumber Co.                                       $99,029

Union Pacific Railroad                                  $97,766

Sunset Forest Products                                  $93,415

U.S. Bank-Central Forest Products, Inc.                 $69,116

National Starch & Chemical                              $46,861

H.E. Simpson Lumber Co.                                 $44,331

Multifab, Inc.                                          $35,023

Hampton Lumber Sales                                    $16,067

Avista Utilities                                        $10,982

Lewis Lumber                                             $8,580

Ziegelmeyer Manufacturing, Inc.                          $4,815

Bonfield Industrial Services, Inc.                       $4,714

Humanix                                                  $4,377

Steve Kennedy                                            $4,042

Global Tooling & Supply                                  $3,950

A.&J. Brokerage & Palle                                  $3,567

Skana Forest Products, Ltd.                              $3,441

Northern Energy-Spokane                                  $2,597

McGuire Bearing                                          $2,517

Yates-American Machine Co., Inc.                         $2,299

Waste Management of Spokane                              $2,206

Precision Machine and Supply, Inc.                       $2,082

Karman Industrial Technologies                           $1,700

Central Saw Works                                        $1,686

Grainger                                                 $1,490

Stamper, Rubens, Stocker & Smith, P.S.                   $1,449

Western Wood Products                                    $1,412

Unitrim Business Insurance                               $1,358

Oxarc, Inc.                                              $1,312

Panhandle Machine, Inc.                                  $1,100

J.J.P. Electric                                          $1,025

Hydralics PLUS, Inc.                                       $962

Office Depot                                               $664

Applied Industrial Tech., Inc.                             $484

Continental Lumber Co.                                     $476

A.A.A. Sweping                                             $472

McMaster-Carr                                              $460

Inland Pacific Hose Fitting, Inc.                          $398

G.C.R. Spokane Truck Tire Ct.                              $383

Coeur d'Alene Metals                                       $349

Pape' Material Hansling                                    $316

Inland Fastening Systems                                   $302

Norco                                                      $302

Spokane House of Hose, Inc.                                $288

Technichem Corporation                                     $274

Qwest                                                      $261

Northwest Machinery Supply, L.L.C.                         $245

Fastenal                                                   $238

Eljay Oil Co.                                              $208

Platt                                                      $195

Farmers & Merchants Ban CC-OE                              $185

Fasteners, Inc.                                            $185

Big R Store                                                $166

Redwood Plastics                                           $156

Brown Bearing Company                                      $139

Motion Auto Supply                                         $101

Spokane County Utilities                                    $96

Cascade Controls                                            $69

Bixby Machine Tool Supply, Inc.                             $32

Fed Ex-Freight West, Inc.-Dept. CH                          $16

Farmers & Merchants Bank                                    $15

Western Pneumatics, Inc.                                     $8

N.M.H.G. Financial Services                                  $1

Park S.P.E., L.L.C.                                          $1


TITANIUM METALS: Board Declares Dividend, Payable on June 15
------------------------------------------------------------
Titanium Metals Corporation reported that its board of directors has
declared a quarterly dividend of $0.84375 per share on its
6-3/4% Series A Preferred Stock, payable on June 15, 2007,
to stockholders of record as of the close of business on
June 1, 2007.

The company also disclosed that its stockholders had re-elected each of
its seven directors for terms of one year at the annual stockholder
meeting held on May 24, 2007.

The company's elected directors are Keith R. Coogan, Norman N. Green,
Glenn R. Simmons, Harold C. Simmons, Thomas P. Stafford, Steven L. Watson
and Paul J. Zucconi.

                    About Titanium Metals Corp.

Headquartered in Dallas, Texas, Titanium Metals Corp. (NYSE: TIE)
-- http://www.timet.com/-- produces titanium melted and mill
products.  It offers titanium sponge, melted products, mill
products, and industrial fabrications.

                          *     *     *

Moody's Investors Services placed a Caa1 issuer rating and B3 LT
Corp Family Rating on Titanium Metals.


TRIBUNE CO: Dismisses Agreement to Sell Three Units to Gannett Co.
------------------------------------------------------------------
Tribune Company has terminated the agreement with Gannett Co. Inc., in
relation to Gannett acquiring Southern Connecticut Newspapers, The
Advocate and Greenwich Time.

The agreement was terminated after an arbitrator's ruling that Tribune
could not sell the company unless the buyer assumed the existing UAW
contract as a condition of the sale, which Gannett declined to do.  The
contract covered certain editorial employees at The Advocate.

Tribune also disclosed that it would immediately begin the process of
soliciting offers for the newspapers with the intention of completing a
sale soon as possible.

On March 6, 2007, Tribune Publishing, a division of Tribune Company
disclosed the sale of its Southern Connecticut Newspapers, The Advocate
and Greenwich Time, to Gannett Co. Inc., for
$73 million.  The sale does not include real estate in Stamford and
Greenwich, which Tribune will sell separately after a transitional lease
to Gannett.

Tribune acquired The Advocate and Greenwich Time in June 2000, as part of
its acquisition of The Times Mirror Company.

In addition to Southern Connecticut Newspapers, sales completed since
mid-2006 include television stations in Boston, Atlanta and Albany; 2.8
million shares of Time Warner common stock; and a former Los Angeles Times
printing facility.

                      About Gannett Co. Inc.

Based in McLean, Virginia and Washington, D.C., Gannett Co. Inc. (NYSE:
GCI) -- http://www.gannett.com/-- a news and information company founded
by Frank E. Gannett and associates in 1906 and incorporated in 1923.  The
company went public in 1967.  The company has approximately 49,675
employees.

                       About Tribune Company

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating businesses in
publishing, interactive and broadcasting.  It reaches more than 80% of
U.S. households and is a media organization with newspapers, television
stations and websites in the nation's top three markets.  In publishing,
Tribune's leading daily newspapers include the Los Angeles Times, Chicago
Tribune, Newsday (Long Island, NY), The Sun (Baltimore), South Florida
Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The company's
broadcasting group operates 23 television stations, Superstation WGN on
national cable, Chicago's WGN-AM and the Chicago Cubs baseball team.


TRIBUNE CO: Discloses Interim Tender Offer of 224 Million Shares
----------------------------------------------------------------
Tribune Company disclosed preliminary results of its stock tender offer,
which expired at 5:00 p.m., New York City time, on May 24, 2007.  The
depositary for the tender offer has a preliminary count of approximately
224 million shares tendered by shareholders, representing approximately
92% of the shares outstanding.

The tender offer to repurchase up to 126 million shares of the company's
common stock for $34 per share was made pursuant to the disclosed merger
agreement among Tribune, the Tribune Employee Stock Ownership Plan, the
ESOP's merger subsidiary and an affiliate of Sam Zell.

In relation to more than 126 million shares tendered, the company will
purchase shares on a pro rata basis.  "Odd lots"-stock holdings of less
than 100 shares-will not be prorated.  The proration of shares will be
based on the ratio of the number of shares properly tendered and not
properly withdrawn by a shareholder to the total number of shares properly
tendered and not properly withdrawn by all shareholders, other than "odd
lot" holders.

The number of shares tendered is preliminary and subject to verification
by the depositary.  The company will commence payment for shares purchased
in the tender offer upon determination of the final proration factor and
in any event no later than June 5, 2007.  Payment for shares purchased
will be made in cash, without interest.

Merrill Lynch & Co., Citigroup Global Markets Inc., J.P. Morgan Securities
Inc. and Banc of America Securities LLC served as Co-Dealer Managers for
the tender offer.

Innisfree M&A Incorporated served as Information Agent and Computershare
Trust Company, N.A. served as the Depositary.  Any questions about the
tender offer may be directed to Innisfree M&A at 501 Madison Avenue, New
York, NY 10022, telephone 877/825-8621 (banker and brokerage firms call
collect 212/750-5833).

In connection with the proposed merger transaction, Tribune Company will
file a proxy statement and other documents with the Securities and
Exchange Commission.

                       About Tribune Company

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating businesses in
publishing, interactive and broadcasting.  It reaches more than 80% of
U.S. households and is a media organization with newspapers, television
stations and websites in the nation's top three markets.  In publishing,
Tribune's leading daily newspapers include the Los Angeles Times, Chicago
Tribune, Newsday (Long Island, NY), The Sun (Baltimore), South Florida
Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The company's
broadcasting group operates 23 television stations, Superstation WGN on
national cable, Chicago's WGN-AM and the Chicago Cubs baseball team.

                           *     *     *

As reported in the Troubled Company Reporter on May 23, 2007, Fitch
Ratings maintained a 'BB/RR2' rating on Tribune Co.'s revised senior
secured credit facility, including the new Tranche X Facility.  Tribune's
$7.015 billion First Step Tranche B Term Loan Facility was reallocated to
include: (i) $1.50 billion Senior Tranche X Term Loan Facility due 2009;
and (ii) $5.515 billion Senior Tranche B Term Loan Facility due 2014.

On May 22, 2007, in the Troubled Company Reporter, Moody's Investors
Service assigned a Ba2 rating to Tribune Company's proposed $1.5 billion
senior secured tranche X term loan
due in 2009.

Standard & Poor's Ratings Services, in the Troubled Company Reporter on
May 22, 2007, stated that its loan and recovery ratings on Tribune Co.'s
proposed approximate $10.1 billion secured credit facilities remain
unchanged following a revision in the deal's structure.


VESTA INSURANCE: Florida to Meet With Bankruptcy Admin. on May 29
-----------------------------------------------------------------
The Honorable Thomas B. Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama has directed Florida Select Insurance Agency,
Inc., and its bankruptcy attorneys to attend a meeting with the Bankruptcy
Administrator on May 29, 2007, at 11:00 a.m., at the Office of the
Bankruptcy Administrator, Northern District of Alabama, Southern Division,
at 1800 5th Avenue North, Suite 132, in Birmingham, Alabama.

The U.S. Small Business Administration sponsors or coordinates
centers throughout the state of Alabama, which offer free
financial counseling.  If the Bankruptcy Administrator determines
that the Debtor qualifies for and would benefit from counseling,
he may require the Debtor to meet with a representative of one of
the centers and may require the Debtor to report to the Clerk of
the Court that there was a meeting, Judge Bennett said.

Florida Select has 120 days after the Petition Date to file a
plan of reorganization and disclosure statement.  If the Debtor
does not file the documents within 120 days, it must file on or
before the 120th day a report to the Court explaining why a plan
and disclosure statement have not been filed, the Court held.
The report must describe what preparations are being undertaken
to file those documents and specify a date when the plan and
disclosure statement will be filed.

                      About Florida Select

Based in Birmingham, Alabama, Florida Select Insurance Agency,
Inc. -- http://www.floridaselect.com/-- provides residential
insurance for Florida and South Carolina property owners.  Florida
Select is an affiliate of Vesta Insurance Group, Inc.  The company
filed for chapter 11 protection on April 24, 2007 (BAnkr. N.D.
Ala. Case No. 07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson
Rainer & Dobbs LLP, represents Florida Select.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

(Vesta Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VESTA INSURANCE: Florida's 341(a) Meeting Scheduled on May 30
-------------------------------------------------------------
The Bankruptcy Administrator for the Northern District of
Alabama, Southern Division, will hold a meeting of Florida Select
Insurance Agency, Inc.'s unsecured creditors on May 30, 2007, at 3:30 p.m.

The meeting will be held at Robert S. Vance Fed Bldg., 1800 5th
Ave. No., Room 127, in Birmingham, Alabama.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtor's bankruptcy case.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the company's financial affairs and operations that
would be of interest to the general body of creditors.

                         About Florida Select

Based in Birmingham, Alabama, Florida Select Insurance Agency,
Inc. -- http://www.floridaselect.com/-- provides residential
insurance for Florida and South Carolina property owners.  Florida
Select is an affiliate of Vesta Insurance Group, Inc.  The company
filed for chapter 11 protection on April 24, 2007 (BAnkr. N.D.
Ala. Case No. 07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson
Rainer & Dobbs LLP, represents Florida Select.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

(Vesta Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VESTA INSURANCE: Judge Bennet Set Florida's Bar Date to July 13
---------------------------------------------------------------
The Honorable Thomas B. Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama established:

   a. July 13, 2007, at 4:00 p.m., Central Time, as the last date
      and time by which proofs of claim based on prepetition debts
      or liabilities against Florida Select Insurance Agency,
      Inc., must be filed; and

   b. Oct. 21, 2007, as the last date and time for each
      governmental unit to file proofs of claim against Florida
      Select.

As reported in the Troubled Company Report on May 18, 2007,
Proposed counsel for Florida Select, Rufus T. Dorsey, IV, Esq.,
at Parker, Hudson, Rainer & Dobbs, LLP, in Atlanta, Georgia,
relates that Florida Select's Schedules reflect that it has
assets consisting of over $3,000,000 of cash plus other property
of unknown value.  Liabilities are estimated to be in excess of
$4,000,000.  The known creditors, which hold the estimated claims
-- which claims are contingent, disputed or unliquidated -- are
less than 20 entities.  In addition, the largest claims by far
are held by affiliated companies like the insurance company
receivers and the debtors involved in the case styled In re Vesta
Insurance Group, Inc. and J. Gordon Gaines, Inc., Case No.06-
02517-TBB11.

Mr. Dorsey asserted that establishing July 13, 2007, as the Bar
Date in Florida Select's Chapter 11 case will substantially
assist the Debtor, the creditors and the estate in identifying
and addressing the critical issues in the case in an efficient
and expeditious manner.  Under the circumstances, the creditors
will have had sufficient time to review the Schedules prior to
the Bar Date and file a proof of claim, Mr. Dorsey explains.

                       About Florida Select

Based in Birmingham, Alabama, Florida Select Insurance Agency,
Inc. -- http://www.floridaselect.com/-- provides residential
insurance for Florida and South Carolina property owners.  Florida
Select is an affiliate of Vesta Insurance Group, Inc.  The company
filed for chapter 11 protection on April 24, 2007 (BAnkr. N.D.
Ala. Case No. 07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson
Rainer & Dobbs LLP, represents Florida Select.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

(Vesta Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VESTA INSURANCE: Court Approves Parker as Counsel on Interim Basis
------------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of Alabama
gave, on an interim basis, Florida Select Insurance Agency Inc., an
affiliate of Vesta Insurance Group Inc., permission to
employ Parker, Hudson, Rainer & Dobbs LLP as counsel, nunc pro tunc to
April 24, 2007.

As reported in the Troubled Company Reporter on May 18, 2007,
Ralph Brotherton, president, chief executive officer and director
of Florida Select, tells the Court that Parker Hudson has
approximately 60 lawyers and has extensive experience and
expertise in bankruptcy and restructuring cases and in analyzing
bankruptcy issues.  Since 1983, Parker Hudson's bankruptcy
practice includes representing debtors, creditor and noteholder
committees, secured creditors, trustees and examiners.

Florida Select has chosen the firm because its partners, counsel
and associates have considerable knowledge and experience in the
field of bankruptcy law and debtors' and creditors' rights,
including insolvencies, restructurings and business organizations
and liquidations under Chapter 11 of the Bankruptcy Code, as well
as other related areas of law.

As counsel to Florida Select, Parker Hudson is expected to:

    (a) advise the Debtor with respect to its powers and duties as
        debtor and debtor-in-possession in the continued
        management and operation of its business and properties;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest; and, advise and
        consult the Debtor on the conduct of the case, including
        all of the legal and administrative requirements of
        operating in Chapter 11;

    (c) take all necessary actions to protect and preserve the
        Debtor's estate, including the prosecution of actions
        commenced under the Bankruptcy Code and objecting to
        claims filed against the estate;

    (d) prepare on behalf of the Debtor all motions, applications,
        answers, orders, reports and papers necessary to the
        administration of the estate;

    (e) negotiate and prepare on the Debtor's behalf sales or
        other disposition of assets, plans of reorganization,
        disclosure statements and all related agreements or
        documents necessary to obtain confirmation of a plan;

    (f) appear before the Court, any appellate courts, and the
        Bankruptcy Administrator with the purpose of protecting
        the Debtor's interests; and

    (g) perform all other necessary services in connection with a
        Chapter 11 proceeding.

Florida Select will pay Parker Hudson its legal services on an
hourly basis in accordance with the firm's customary rates in
effect on the date the services are rendered, and for
reimbursement of all costs and expenses incurred:

    Designation                    Hourly Rate
    -----------                    -----------
    Partners                       $315 - $515
    Counsel                               $375
    Associates                     $180 - $295
    Paralegals                      $80 - $175

On November 26, 2006, Parker Hudson received a transfer for
$75,000 from Florida Select, to be held as a retainer to secure
payment for future service rendered and expenses incurred in the
event that the Debtor needed insolvency related advice and
counseling.  On April 23, 2007, Parker Hudson received from the
Debtor an additional retainer for $50,000.  Prior to the Debtor's
filing for bankruptcy, Parker Hudson applied $74,276 of the
retainer to payment of prepetition fees, expenses and filing
fees.  The remainder of the retainer, $50,723, will be held by
Parker Hudson as a general retainer for postpetition services and
expenses.

Rufus Dorsey, Esq., a partner at Parker Hudson, assured the Court
that his firm is a "disinterested person", as defined in Section
101(14) of the Bankruptcy Code.

Mr. Dorsey disclosed that:

    (1) Parker Hudson in the past has provided and continues to
        provide a significant level of legal services to Bank of
        America, where the Debtor maintains a number of accounts;

    (2) the Debtor has business dealings with General Electric
        Capital Corporation.  Parker Hudson in the past has
        provided and continues to provide legal services to GECC;

    (3) the Debtor has had previous dealings with Southtrust Asset
        Management Company and Wachovia Bank, for whom Parker
        Hudson continues to provide legal services; and

    (4) the Debtor appears to have had business dealings with
        Wells Fargo Select Insurance Program, who Parker Hudson
        has represented in connection with (1) asset based
        commercial loans, (ii) real and personal property
        foreclosures, and (iii) business litigation arising out of
        Wells Fargo's commercial loan business.

                       About Florida Select

Based in Birmingham, Alabama, Florida Select Insurance Agency,
Inc. -- http://www.floridaselect.com/-- provides residential
insurance for Florida and South Carolina property owners.  Florida
Select is an affiliate of Vesta Insurance Group, Inc.  The company
filed for chapter 11 protection on April 24, 2007 (BAnkr. N.D.
Ala. Case No. 07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson
Rainer & Dobbs LLP, represents Florida Select.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

(Vesta Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VIRAGEN INC: Requests AMEX for a Hearing on Stock Delisting
-----------------------------------------------------------
Viragen Inc. has appealed the delisting notice it received from the
American Stock Exchange indicating that Viragen no longer complies with
the Amex's continued listing standards, and that its securities are,
therefore, subject to being delisted from Amex.

As part of the appeal process, Viragen has requested a hearing before an
Amex Listing Qualifications Panel, with the hearing
expected to take place within the next 45 days.

Viragen's securities will continue to trade on Amex pending the hearing
panel's determination, however, there can be no assurance the company's
request for continued listing will be granted.

If Viragen's common shares, units and warrants are delisted from Amex, the
company believes its securities are eligible to continue trading on the
Over- the-Counter Bulletin Board.

Based in Plantation, Florida, Viragen Inc. (Amex: "VRA"; "VRA.U";
"VRA.WS") (OTC BB: VGNI) -- http://www.viragen.com/-- is a
bio-pharmaceutical company engaged in the research, development,
manufacture and commercialization of products for the treatment of cancers
and viral diseases.  The company operates from three locations:
Plantation, Florida, which contains the company's administrative offices
and support; Viragen (Scotland) Ltd., located outside Edinburgh, Scotland,
which conducts the company's research and development activities; and
ViraNative, located in Umea, Sweden, which houses the company's human
alpha interferon manufacturing facilities.

As of June 30, 2006, the company owned approximately 81.2% of
Viragen International, Inc.  Subsequent to June 30, 2006, its
ownership interest of Viragen International was reduced to
approximately 77.0%. Viragen International owns 100% of ViraNative
AB, its Swedish subsidiary, and 100% of Viragen (Scotland) Ltd.,
its Scottish research center.

                        Going Concern Doubt

Ernst & Young LLP, in Fort Lauderdale, Fla., raised substantial
doubt about Viragen, Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended June 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses, accumulated
and stockholders' deficiencies, and dependence on its ability to
raise adequate capital to fund necessary product commercialization
and development activities.


VSS-AHC CONSOLIDATED: $15MM Loan Increase Cues S&P's Neg. Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate credit
rating on New York City-based VSS-AHC Consolidated Holding Corp. which is
analyzed on a consolidated basis with subsidiary VSS-AHC Acquisition Corp.

However, S&P have revised the outlook to negative from stable based on the
announcement that the company will increase its second-lien term loan to
$260 million (from $245 million) and, correspondingly, reduce Veronis
Suhler Stevenson's equity investment in Advanstar Communications Inc.

VSS-AHC Acquisition Corp. will be merged into Advanstar Holdings Corp.
after Veronis Suhler Stevenson acquires it and its operating subsidiary,
Advanstar Communications.

At the same time, S&P affirmed its loan and recovery ratings on VSS-AHC
Acquisition Corp.'s proposed senior secured second-lien bank facility.


WHX CORPORATION: Dec. 31 Balance Sheet Upside-Down by $63.7 Mil.
----------------------------------------------------------------
WHX Corporation's Dec. 31, 2006 balance sheet showed total stockholders'
deficit of $63.7 million, from total assets of $293.9 million and total
liabilities of $357.6 million.

As of Dec. 31, 2006, the company's current assets totaled
$130.6 million and its current liabilities totaled $132.1 million; a
working capital deficit of $1.6 million.  The company's working capital
deficit at Dec. 31, 2005, was $121.5 million principally because all debt
other than $4.9 million of foreign debt was classified as current due to
noncompliance with certain debt covenants as of Dec. 31, 2005.
Accumulated deficit stood at
$412.1 million at Dec. 31, 2006.

Net loss for 2006 was $18.2 million, as compared with a net income for
2005 of $34.7 million.  Net sales for 2006 were $461 million, as compared
to $403.8 million in 2005.

Operating income for 2006 was $10.5 million, which was
$7.8 million higher than 2005.  At the segment level, operating income was
$12.1 million, which was $700,000 higher than the operating income of
$11.4 million in 2005.

                            Liquidity

The company incurred net operating losses of $18.2 million,
$34.7 million and $140.4 million for the years ended Dec. 31, 2006, 2005
and 2004, respectively, and had negative cash flows from operations of
$18.8 million, $5 million and $39.6 million for the years ended Dec. 31,
2006, 2005, and 2004, respectively.  As of Dec. 31, 2006, the company has
an accumulated deficit of
$412.1 million.

Additionally, the company has not been in compliance with certain of its
bank covenants and has been required to obtain a number of
waivers from its lenders related to such covenants.  For 2005 and 2004,
the company's financial statements described a number of conditions
concerning its liquidity difficulties, and stated that these conditions
raised substantial doubt about the company's ability to continue as a
going concern.

As of Dec. 31, 2006, WHX and its unrestricted subsidiaries had cash of
about $800,000 and current liabilities of about
$7.5 million, including $5.1 million of mandatorily redeemable preferred
shares payable to a related party.

H&H's availability under its revolving credit facility and other
facilities as of Dec. 31, 2006, was $19.1 million, and as of
March 31, 2007, was about $15.5 million.  On March 29, 2007, all such
facilities, including the term loans, were amended to

         (i) redefine EBITDA;

        (ii) reset the levels and amend certain of the financial
             covenants;

       (iii) extend the termination date of the credit facilities
             from March 31, 2007 to June 30, 2008;

        (iv) permit the extension by H&H to WHX of an unsecured
             loan for required payments to the pension plan, under
             certain conditions; and

         (v) permit the extension by Handy & Harman, WHX's primary
             business, to WHX of an unsecured loan for other uses
             in the aggregate principal amount not to exceed
             $3.5 million under certain conditions.

The amendments also provided for waivers of certain events of default
existing as of March 29, 2007.  As of Dec. 31, 2006, such debt has been
classified as long-term since the company is no longer in default on the
debt, and the maturity date of the debt is June 30, 2008.

A full-text copy of the company's annual 2006 report is available for free
at http://ResearchArchives.com/t/s?2049

                         Merger Agreement

On April 12, 2007, Steel Partners II L.P., a Delaware limited partnership,
and WHX entered into a Stock Purchase Agreement whereby WHX acquired
Steel's entire interest in BZ Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of Steel for $10.00.  BZA is the acquisition
subsidiary in a tender offer to acquire up to all of the outstanding stock
of Bairnco Corporation, a Delaware corporation for $13.50 per share in
cash.  Steel beneficially owns about 50.3% of WHX's outstanding common
stock.

Steel, BZA, and Bairnco entered into an Agreement and Plan of Merger dated
as of Feb. 23, 2007, pursuant to which BZA amended its tender offer to
acquire all of the outstanding common shares of Bairnco at a price of
$13.50 per share in cash.  In addition, all Bairnco shareholders of record
on March 5, 2007 continued to be entitled to receive the declared first
quarter dividend of $0.10 per share, for total cash proceeds of $13.60 per
share.  On April 13, 2007, upon the expiration of the Offer pursuant to
the Merger Agreement, BZA acquired about 88.9% of the outstanding common
stock of Bairnco.

In connection with the closing of the Bairnco Offer and the Merger on
April 24, 2007, Bairnco became a wholly owned subsidiary of WHX.

                      About WHX Corporation

Headquartered in New York City, New York, WHX Corporation
(Pink Sheets: WXCP.PK) -- http://www.whxcorp.com/-- is a holding
company structured to acquire and operate a diverse group of
businesses on a decentralized basis.  WHX's primary business is
Handy & Harman, an industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.  WHX also
owns Bairnco Corporation.

The company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  WHX Corp. emerged from
bankruptcy on July 29, 2005.


YUKOS OIL: Competition Agency Suspends Prana Deal to Aug. 2
-----------------------------------------------------------
The Federal Anti-Monopoly Service in Russia will decide on
Aug. 2, 2007, whether to approve a $3.9 billion deal that sold OAO Yukos
Oil Co.'s Moscow headquarters to Prana Group, Kommersant reports.

The regulator earlier warned Prana that it will block the sale of the
assets if the latter fails to disclose its ownership structure 14 days
following the May 11 auction.

The FAS, however, pushed back the deadline saying it would need to spend
more than two months to look at Prana's application to purchase Lot 13 of
the Yukos assets "because it requires additional consideration,"
Kommersant relates.  The watchdog's inquiry to Prana's beneficiaries
remained unanswered as there was no such addressee at its registration
address, RIA Novosti says reports.

Prana, Kommersant notes, is 1% owned by Vladimir Esakov, who previously
worked for the projects of OAO Gazprom board member Boris Fedorov.  The
rest of Prana's stake is reportedly held by an offshore incorporated in
the Seychelles, Kommersant relates.

In a TCR-Europe report on May 15, 2007, Prana offered
$3.9 billion (RUR100.5 billion) for the assets, outbidding state-owned OAO
Rosneft Oil in a three-hour battle, which could have awarded the latter
with a string of major victories in the series of Yukos auctions.

But apparently, the competition for the assets isn't over yet.

Nikolai Lashkevich, a spokesman for Yukos bankruptcy administrator Eduard
Rebgun, told Kommersant that the 22-story building would be offered to
Rosneft if the deal was eventually cancelled, RIA Novosti relates.

The assets fetched nearly five times more than the lot's
$856.8 million starting price.  According to Tanya Mosolova of Reuters,
the bidding amounts appeared unjustified by the value of the building,
prompting speculations that the bidders might knew about hidden value in
another asset in the lot.

                          Deja Vu

The FAS' move to block the sale follows a similar one undertaken last week
when it refused to effect ZAO Promregion Holding's purchase of Yukos'
Krasnodar assets.

Promregion Holding had won the auction to acquire the assets
for RUR4.9 billion but was declined by the FAS as it refused to
disclosed its ownership structure.

Promregion, Rosneft unit OOO Neft Aktiv, and OOO Versar
participated in the ninth auction for the bankrupt oil concern's
assets early this month.  The lot carried a RUR3.7 billion
starting price, a bid increment of RUR37.1 million, and a
required deposit sum of RUR742.4 million.

The TCR-Europe reported on May 22 that Mr. Rebgun will offer the Krasnodar
assets to Rosneft, which offered the second best price, if it wants to
acquire them.  Otherwise, Versar will have a chance to grab the lot.

In a TCR-Europe report on May 18, 2007, FAS said it would
approve Rosneft's assets won through a series of auction from
March to May.

Rosneft has won these assets through its subsidiaries:

   Acquiring Unit     Assets          Price
   --------------     ------          -----
   RN-Razvitiye       9.44% stake in
                      Yukos Oil       RUR197.8 billion

   OOO Neft-Aktiv     Samara assets   RUR165.5 billion

   OOO Neft-Aktiv     East Siberian
                      Assets          RUR177.7 billion

Rosneft currently holds a RUR264.6 billion ($10 billion) claim
against Yukos, which entitled Rosneft a seat in the firm's
creditors' committee.

                          About Rosneft

Headquartered in Moscow, Russia, OAO Rosneft Oil Co. --
http://ns.roilcom.ru/english/-- produces and markets petroleum
products.  The Company explores for, extracts, refines and
markets oil and natural gas.  Rosneft produces oil in Western
Siberia, Sakhalin, the North Caucasus, and the Arctic regions of
Russia.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for $27.5 billion in tax arrears for 2000-
2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than $12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* CDS IndexCo & Markit Group Launches a Credit Default Swap Index
-----------------------------------------------------------------
(NEW YORK--(BUSINESS WIRE)

CDS IndexCo LLC and Markit Group Limited has launched LCDX, a credit
default swap index referencing U.S. leveraged loans.  The index will
provide investors with the ability to hedge or gain exposure to the
leveraged loan market in a transparent, standardized and efficient manner.
LCDX started trading on
May 22, 2007, and will trade based on the North American Loan Credit
Default Swap contract.

LCDX comprises a basket of 100 credit default swaps referencing first-lien
loans.  Deliverable obligations will consist of first-lien loans as
defined by Markit RED Loans in accordance with its Syndicated Secured List
for North America.  RED Loans confirms reference entities and the key
identifying information for credit agreements, loan facilities and loan
tranches.

As with the CDX and iTraxx credit derivative indices, the LCDX index will
roll every six months.  It will trade with a five-year coupon, and
additional maturities will be added in due course.  Only Failure to Pay
and Bankruptcy will be treated as credit events.

"LCDX is the first widely supported Loan CDS index in North America, and
its launch has been keenly anticipated by the marketplace," Brad Levy,
managing director, eBusiness Group at Goldman Sachs and acting Chairman of
CDS IndexCo, said.

"It will provide institutional investors with a unique tool for
participating in the leveraged loan markets in an unfunded manner, and
will boost the growth and liquidity of the nascent Loan CDS market," Mr.
Levy said.

"Markit has worked closely with the loan dealer community to create an
index that is truly tradeable and transparent," commented Tom Price,
managing director and head of loans and CDS at Markit.  "We believe that
LCDX will satisfy investor demand for access to U.S. leveraged loans
through a liquid, synthetic product."

Markit will act as administration, calculation, and marketing agent for
LCDX, a remit which spans capturing daily price fixings; handling
operations, marketing, and analytics; negotiating dealer and data
licenses; and communicating information to the wider market.

The investment banks launching the index acting as market-makers are: Bank
of America; Barclays Capital; Bear Stearns; BNP Paribas; Citigroup; Credit
Suisse; Deutsche Bank; Goldman Sachs; JPMorgan; Lehman Brothers; Merrill
Lynch; Morgan Stanley; and UBS.

For information on LCDX, see www.markit.com or contact:
CDS IndexCo
Michael Mandelbaum
Tel: +1 310 785-0810

LCDX can be seen at http://www.markit.com/marketing/indices.php LCDX can
be reached by contacting:

   (a) CDS IndexCo
       Michael Mandelbaum
       Tel: +1 310 785-0810

   (b) Markit
       Teresa Chick
       Tel: +44 20 7260 2094

                      About CDS IndexCo LLC

CDS IndexCo LLC is a consortium of 16 investment banks, which are licensed
as market makers in the ABX, CMBX and CDX indices.  The market makers
include: ABN AMRO, Bank of America, Barclays Capital, Bear Stearns, BNP
Paribas, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC,
JPMorgan, Lehman Brothers, Merrill Lynch, Morgan Stanley, UBS, and
Wachovia.

                    About Markit Group Limited

Markit Group Limited -- http://www.markit.com/-- is the leading provider
of independent data, portfolio valuations and OTC derivatives trade
processing to the global financial and commodities markets. The company
receives daily data contributions from over 80 dealing firms, and its
services are used by almost 1,000 institutions to enhance trading
operations, reduce risk and manage compliance.

                             *********

Monday's edition of the TCR delivers a list of indicative prices for bond
issues that reportedly trade well below par.  Prices are obtained by TCR
editors from a variety of outside sources during the prior week we think
are reliable.  Those sources may not, however, be complete or accurate.
The Monday Bond Pricing table is compiled on the Friday prior to
publication.  Prices reported are not intended to reflect actual trades.
Prices for actual trades are probably different.  Our objective is to
share information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or sell any
security of any kind.  It is likely that some entity affiliated with a TCR
editor holds some position in the issuers' public debt and equity
securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per share in
public markets.  At first glance, this list may look like the definitive
compilation of stocks that are ideal to sell short.  Don't be fooled.
Assets, for example, reported at historical cost net of depreciation may
understate the true value of a firm's assets.  A company may establish
reserves on its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each Wednesday's
edition of the TCR. Submissions about insolvency- related conferences are
encouraged.  Send announcements to conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11 cases
involving less than $1,000,000 in assets and liabilities delivered to
nation's bankruptcy courts.  The list includes links to freely
downloadable images of these small-dollar petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are available at
your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition of the
TCR.

For copies of court documents filed in the District of Delaware, please
contact Vito at Parcels, Inc., at 302-658-9911.  For bankruptcy documents
filed in cases pending outside the District of Delaware, contact Ken
Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva, Melanie C. Pador,
Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, John
Paul C. Canonigo, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or publication
in any form (including e-mail forwarding, electronic re-mailing and
photocopying) is strictly prohibited without prior written permission of
the publishers.  Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-mail.
Additional e-mail subscriptions for members of the same firm for the term
of the initial subscription or balance thereof are $25 each.  For
subscription information, contact Christopher Beard at 240/629-3300.

                    *** End of Transmission ***