TCR_Public/070531.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 31, 2007, Vol. 11, No. 128

                             Headlines

ABRAXAS PETROLEUM: Gets $50 Mil. Commitment from Societe Generale
ADVANCED MEDICAL: Robert J. Palmisano Named as Director
ADVANCED MEDICAL: Recall Prompts Moody's to Review Low-B Ratings
ALLIANCE IMAGING: March 31 Balance Sheet Upside-Down by $9.8 Mil.
AMERICAN TOWER: Moody's Rates Proposed $1.25 Bil. Facility at Ba1

ASC INC: Committee Balks at Sale of Assets to Hancock Park
AVAYA INC: In Talks with Silver Lake on Likely Buyout, WSJ Says
BARE ESCENTUALS: April 1 Balance Sheet Upside-Down by $188.8 Mil.
BLOUNT INT'L: March 31 Balance Sheet Upside-down by $98.4 Million
BOMBARDIER INC: Earns $79 Million in First Quarter of FY 2008

BOMBAY COMPANY: Incurs $15.4 Million Net Loss in Qtr. Ended May 5
BUFFALO COAL: Wants to Hire Bailey and Hoyer as Special Counsels
BUILDING MATERIALS: Moody's Affirms B2 Corporate Family Rating
CACI INT'L: Notes' Offering Cues Moody's to Hold Ba2 Rating
CARROLS RESTAURANT: March 31 Balance Sheet Upside-down by $23.8MM

CDC MORTGAGE: S&P Lowers Rating on 2003-HE1 Class B-2 Loans to D
CITADEL BROADCASTING: Declares $2.46 Per Share Cash Distribution
CKE RESTAURANTS: Selling La Salsa Chains to Baja Fresh and M Plus
CLAYTON HOLDINGS: S&P Affirms B+ Rating on $200 Million Facilities
COLLINS & AIKMAN: Court Approves DaimlerChrysler Settlement

CONGOLEUM CORP: Remains in Compliance with AMEX Listing Standards
COSTA ENERGY: In Default of Bank Covenant
COUDERT BROS: Disclosure Statement Hearing Moved to June 15
CREDIT SUISSE: Moody's Puts Low-B Ratings on 6 Certificate Classes
CRESCENT REAL: Morgan Stanley Offer Cues S&P's Negative Watch

CWABS ASSET-BACKED: Moody's Rates Two Cert. Classes at (P)Ba1
DAIMLERCHRYSLER: Chrysler Marketing VP George Murphy to Resign
DAIMLERCHRYSLER AG: Court Authorizes Collins & Aikman Settlement
FMF CAPITAL: Amherst Partners Engaged as Unit's Trustee
FORD MOTOR: Denies Talks with BMW on Possible Volvo Sale

FORD MOTOR: Production Ends at Windsor Casting Plant
FREMONT GENERAL: iStar Financial Cues Moody's Stable Outlook
GABRIEL RESOURCES: Posts CDN$2.5 Million Net Loss in 1st Qtr. 2007
GENCORP INC: Moody's Rates Proposed $280 Million Loans at Ba2
GOLDEN NUGGET: Extends Senior Notes Tender Offer to June 12

GOLDEN NUGGET: Moody's Holds B2 Corporate family Rating
GREENWICH CAPITAL: S&P Rates $3.9 Million Class L Certs. at BB+
HEALTH MANAGEMENT: Burke Whitman Promoted to Chief Exec. Officer
HEMOSOL CORP: CCAA Protection Further Extended to June 4
HOMETOWN COMMC'L: S&P Rates $1.1 Mil. Class G Certificates at BB+

HOST HOTELS: Increases Credit Facility and Extends Maturity Date
INCYTE CORPORATION: March 31 Balance Sheet Upside-Down by $104.5MM
INDEVUS PHARMA: March 31 Balance Sheet Upside-Down by $143.6MM
INDYMAC BANK: DBRS Places BB Rating on $500 Million Pref. Stock
INDYMAC HOME: Moody's Cuts Rating Class B-1 & B-2 Certificates

INFOUSA INC: CEO Says Dolphin Is Seeking Ways to Make a Quick Buck
INFOUSA INC: ISS Tells Shareholders to Vote Against Incentive Plan
INSIGHT HEALTH: Extends Unit's Notes Exchange Offer to July 31
INTERMUNE INC: March 31 Balance Sheet Upside-Down by $54.7 Million
ISTA PHARMACEUTICALS: March 31 Balance Sheet Upside-Down by $15MM

ITRON INC: Ernst & Young Replaces Deloitte & Touche as Accountant
JW AUTO: Declares Insolvency Amidst CFI Leasing Lawsuit
KOPPERS HOLDINGS: March 31 Balance Sheet Upside-Down by $83.2MM
LAKEVIEW VILLAGE: Strong Balance Sheet Cues S&P to Lift Rating
LANDRY'S RESTAURANTS: Moody's Cuts Corporate Family Rating to B1

LENOX GROUP: Refinancing Prompts Moody's to Withdraw All Ratings
LINENS 'N THINGS: Increases Credit Facility by $100 Million
LODGENET ENT: March 31 Balance Sheet Upside-Down by $54 Million
LSP-KENDALL: Moody's Withdraws Ratings After Full Repayment
MKP CBO: S&P Puts Class A1-L Notes' CCC Rating on Negative Watch

NORTHWEST AIRLINES: AFA-CWA Ratify Collective Bargaining Agreement
PHILLIPS-VAN HEUSEN: Earns $53 Million in Quarter Ended May 6
POGO PRODUCING: S&P Retains Developing Watch on BB Credit Rating
PORT TOWNSEND: Disclosure Statement Hearing Moved, Bloomberg Says
PUGET SOUND: Moody's Rates $250 Million Series A Notes at Ba1

RANGE RESOURCE: S&P Lifts Corporate Credit Rating to BB from BB-
RENAISSANCE PARK: Proposes July 30 Auction Sale of Assets
SANDISK CORP: Incurs $575,000 Net Loss in Quarter Ended April 1
SIX FLAGS: Completes New $850 Senior Secured Credit Facility
ST. CLOUD: Missed Service Payment Cues S&P's D Rating

SWIFT & CO: Moody's May Upgrade B3 Rating after J&F Acquisition
TIMKEN COMPANY: Earns $75.2 Million in First Quarter 2007
TITANIUM METALS: Earns $76.4 Million in Quarter Ended March 31
TXU CORP: Offers 15% Price Reduction After Merger
URS CORP: Washington Group Deal Cues S&P's Negative Watch

VANGUARD CAR: Moody's Affirms Corporate Family Rating at B1
WACHOVIA AUTO: S&P Rates $50 Million Class E Notes at BB
WACHOVIA BANK: Moody's Junks Ratings on Classes S & T Certificates
WINDSTREAM CORP: CT Comms Deal Cues S&P to Affirm BB+ Rating

                             *********

ABRAXAS PETROLEUM: Gets $50 Mil. Commitment from Societe Generale
-----------------------------------------------------------------
Abraxas Petroleum Corporation has completed a Commitment Letter
with Societe Generale for a $50 million credit facility.

The company said that the initial borrowing base is expected at
$6.5 million.  The company said that it expects to close the
credit facility by June 22, 2007.

"We are pleased to announce that while we will have zero drawn
on this facility at closing, it will provide us with financial
flexibility going forward," commented Bob Watson, President and
CEO of Abraxas.

Headquartered in San Antonio, Texas, Abraxas Petroleum Corporation
-- http://www.abraxaspetroleum.com/-- (AMEX:ABP) is an  
independent natural gas and crude oil exploitation and production
company with operations concentrated in Texas and Wyoming.
  
                          *    *    *

The company's balance sheet as of March 31, 2007, showed total
assets of $117.7 million, total liabilities of $139.8 million,
resulting in a total stockholders' deficit of $22.1 million


ADVANCED MEDICAL: Robert J. Palmisano Named as Director
-------------------------------------------------------
Advanced Medical Optics Inc. has named Robert J. Palmisano as
board of director at its annual meeting of stockholders.

Mr. Palmisano, 62, most recently served as the president, chief
executive officer and director of IntraLase Corp., which the
company acquired on April 2, 2007.

"Bob brings a wealth of industry and management experience to AMO
and we are pleased to welcome him to the board," said AMO
Chairman, President and CEO Jim Mazzo. His leadership and view of
the future of the global ophthalmic market were integral to
IntraLase's success.  We look forward to his counsel and guidance
as an AMO director."

The company said that Mr. Palmisano joined IntraLase Corp. as
president, chief executive officer and a director in April 2003.  
From April 2001 to April 2003, Mr. Palmisano was the president,
chief executive officer and a director of MacroChem Corporation,
a development stage pharmaceutical corporation.

Additionally, from April 1997 to January 2001, Mr. Palmisano
served as president and chief executive officer and a director of
Summit Autonomous, Inc., a global medical products company that
was acquired by Alcon, Inc. in October 2000.

Before 1997, Mr. Palmisano held various executive positions
with Bausch & Lomb Incorporated.  He earned his bachelor's
degree in political science from Providence College.

                     About Advanced Medical

Headquartered in Santa Ana, California, Advanced Medical Optics
-- http://www.amo-inc.com/-- (NYSE: EYE) develops, manufactures  
and markets ophthalmic surgical and contact lens care products.  
The company has operations in Germany, Japan, Ireland, Puerto Rico
and Brazil.


ADVANCED MEDICAL: Recall Prompts Moody's to Review Low-B Ratings
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Advanced Medical
Optics, Inc. on review for possible downgrade following AMO's
announcement that it voluntarily withdrew its Complete
MoisturePlus contact lens solution based on information received
from the U.S. Centers for Disease Control and Prevention regarding
Acanthamoeba keratitis infections from Acanthamoeba microorganism.

Acanthamoeba is a microorganism commonly found in water, soil,
sewage systems, cooling towers, and heating/ventilation/air
conditioning systems.  AK is a rare, but serious, infection of the
cornea.  For the fiscal year ended Dec. 31, 2006, the Complete
MoisturePlus contact lens solution accounted for approximately
$105.7 million, or 10%, of consolidated sales.

Recently, AMO announced its intention to enter the "go shop"
process for Bausch & Lomb Incorporated.  The company has announced
only the intention and has not officially entered a bid for BOL.

Sidney Matti, Analyst, stated that, "The review for possible
downgrade will focus primarily on the financial effects, both
revenue and cost, associated with the recall of the Complete
MoisturePlus product and the possible consequences for the
company's financial flexibility."

These ratings were placed on review for possible downgrade:

   -- B1 Corporate Family Rating;

   -- B1 Probability of Default rating;

   -- Ba1 (LGD2/14%) rating on $300 million senior secured
      revolver due 2013;  

   -- Ba1 (LGD2/14%) rating on $450 million senior secured term
      loan B due 2014;

   -- B1 (LGD4/50%) rating on $250 million senior subordinated
      notes due 2017; and

-- B3 (LGD5/81%) rating on $251 million convertible senior   
   subordinated notes due 2024.

Headquartered in Santa Ana, California, Advanced Medical Optics
-- http://www.amo-inc.com/-- (NYSE: EYE) develops, manufactures  
and markets ophthalmic surgical and contact lens care products.  
The company has operations in Germany, Japan, Ireland, Puerto Rico
and Brazil.


ALLIANCE IMAGING: March 31 Balance Sheet Upside-Down by $9.8 Mil.
-----------------------------------------------------------------
Alliance Imaging Inc. reported net income of $6.1 million for the
first quarter ended March 31, 2007, compared with net income of
$5.1 million for the same period in 2006.

Revenue for the first quarter of 2007 decreased 5.1% to $109.4
million from $115.3 million in the comparable 2006 quarter.  The
decrease in revenue is primarily due to a decrease in MRI revenue
and other modalities and other revenue, offset by an increase in
PET and PET/CT revenues.

Cash flows provided by operating activities were $24.7 million in
the first quarter of 2007 compared to $19.5 million in the
corresponding quarter of 2006.  Capital expenditures in the first
quarter of 2007 were $24.8 million compared to $24.3 million in
the first quarter of 2006.  Alliance opened four new fixed-sites
in the first quarter of 2007.  Alliance operated 72 fixed-sites as
of March 31, 2007.

Alliance's total long-term debt, including current maturities,
decreased $1.3 million to $528.1 million as of March 31, 2007,
from $529.4 million as of Dec. 31, 2006.  Cash and cash
equivalents increased $14.2 million to $30.6 million at March 31,
2007, from $16.4 million at Dec. 31, 2006.

Paul S. Viviano, chairman of the board and chief executive
officer, stated, "Alliance Imaging continues to invest in our
growth products; PET/CT, fixed-sites, and radiation oncology.  Our
continued focus on operating efficiencies has allowed us to enjoy
strong cash flow and operating results for the first quarter.  
While industry challenges continue to be present, including the
expansion of utilization management trends, we are well positioned
strategically to offset the impact of the DRA."

At March 31, 2007, the company's balance sheet showed $678 million
in total assets and $687.9 million in total liabilities, resulting
in a $9.8 million 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?2060

                      About Alliance Imaging

Based in Anaheim, California, Alliance Imaging Inc. (NYSE: AIQ) --
http://www.allianceimaging.com/ -- provides shared-service and  
fixed-site diagnostic imaging services, based upon annual revenue
and number of diagnostic imaging systems deployed.  Alliance
provides imaging and therapeutic services primarily to hospitals
and other healthcare providers on a shared and full-time service
basis, in addition to operating a growing number of fixed-site
imaging centers.  The company had 494 diagnostic imaging systems,
including 326 MRI systems and 77 PET or PET/CT systems, and served
over 1,000 clients in 43 states at March 31, 2007.  Of these 494
diagnostic imaging systems, 72 were located in fixed-sites, which
includes systems installed in hospitals or other buildings on or
near hospital campuses, medical groups' offices, or medical
buildings and retail sites.


AMERICAN TOWER: Moody's Rates Proposed $1.25 Bil. Facility at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to American Tower
Corporation's proposed $1.25 billion senior unsecured bank
facility, which will be used to refinance the senior secured bank
facility at AMT's subsidiary, American Tower Inc.

At the same time, Moody's affirmed AMT's Ba1 corporate family
rating, affirmed the company's SGL-1 liquidity rating and upgraded
its senior unsecured rating to Ba1 from Ba2, reflecting the
expected reduction of prior ranking senior secured debt in the
company's capital structure.

Finally, Moody's said it had withdrawn the rating on ATI's senior
subordinated notes following the substantial repayment of that
obligation, withdrawn the rating on subsidiary Spectrasite
Communications Inc.'s senior secured bank facility, which has been
repaid and cancelled, and would withdraw the rating on ATI's
existing senior secured bank facility once AMT's proposed bank
facility closes. The long term ratings reflect a Ba1 probability
of default rating and loss-given-default assessment of LGD4, 51%.  
The outlook is stable.

The affirmation of AMT's Ba1 corporate family rating reflects
Moody's expectation that the fundamentals of the wireless tower
sector are likely to remain favorable through the next several
years and AMT's good market position will enable its strong
earnings and cash flow momentum to continue. However, the rating
also considers the company's single industry focus and relatively
modest scale although recognizes that much of its revenues are
contractually derived from its relationships with the largest
national wireless operators across the U.S. Finally, the rating
reflects Moody's view that AMT is likely to direct its growing
free cash flow to shareholders via share repurchases over the next
few years, targeting adjusted leverage towards 6x.

AMT's latest refinancing plans follows the recent issuance of
$1.75 billion in commercial mortgage pass-through certificates,
issued against roughly 5,300 of AMT's 22,000 wireless
communication towers, representing the majority of SITE's tower
assets.  The proceeds were used to repay all outstanding amounts
under SITE's $1.05 billion senior secured credit facility ($765
million), redeem substantially all of ATI's 7.25% senior
subordinated notes ($325 million), reduce outstanding amounts
under ATI's senior secured bank facility ($280 million) and
strengthen cash reserves ($345 million).  Following completion of
these transactions and close of the proposed bank facility, all of
AMT's long term funding will consist of senior unsecured
indebtedness issued at the holding company level.  Moody's expects
any future such funding to occur on the same basis.

Upgrades:

   * Issuer: American Tower Corporation

     -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
        a range of 51 - LGD4 to Ba1 from a range of 86 - LGD5 to
        Ba2;

     -- Senior Unsecured Regular Bond/Debenture, Upgraded to a
        range of 51 - LGD4 to Ba1 from a range of 86 - LGD5 to
        Ba2.

Assignments:

   * Issuer: American Tower Corporation

     -- Senior Unsecured Bank Credit Facility, Assigned a range
        of 51 - LGD4 to Ba1

Outlook Actions:

   * Issuer: American Towers, Inc.

     -- Outlook, Changed To Rating Withdrawn From Stable

   * Issuer: Spectrasite Communications, Inc.

     -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

   * Issuer: American Towers, Inc.

     -- Senior Subordinated Regular Bond/Debenture, Withdrawn,
        previously rated 61 - LGD4

   * Issuer: Spectrasite Communications, Inc.

-- Senior Secured Bank Credit Facility, Withdrawn,
   previously rated 24 - LGD2

Headquartered in Boston, Massachusetts, American Tower Corp.
(NYSE: AMT) -- http://www.americantower.com/-- is an   
independent owner, operator and developer of broadcast and
wireless communications sites in the United States, Mexico and
Brazil.  American Tower owns and operates over 22,000 sites in
the United States, Mexico, and Brazil.  Additionally, American
Tower manages approximately 2,000 revenue producing rooftop and
tower sites.


ASC INC: Committee Balks at Sale of Assets to Hancock Park
----------------------------------------------------------
The Official Committee of Unsecured Creditors in ASC Inc.'s
bankruptcy case expressed its opposition to the proposed sale of
the Debtor's assets to an affiliate of Hancock Park Associates for
$14.7 million, Bill Rochelle of Bloomberg News reports.

According to Bloomberg, the Committee argued that it "has not
received even one document or piece of information from" ASC about
the proposed sale.

The Committee also said it has no information "to determine
whether Hancock in fact has the financial ability to actually
close the contemplated transaction," Bloomberg relates.

As reported in the Troubled Company Reporter on May 8, 2007, the
Debtor disclosed that Hancock Park agreed to purchase the
automotive "open air" roof-systems unit and the automotive
design-services unit of ASC from its owner, American Specialty
Cars Holdings LLC.  Terms of the transaction were not disclosed.

ASC arranged for debtor-in-possession financing from Comerica
Bank, which will be used by ASC to fund normal business
operations.  
       
                   About Hancock Park Associates
    
Headquartered in Los Angeles, California, Hancock Park Associates
-- http://www.hpcap.com/-- is a private equity investment firm   
founded in 1986 which focuses on small to mid-size businesses in
the retail and manufacturing industries and is the principal
shareholder in Irvine, California-based Saleen Inc.

                      About ASC Incorporated

Headquartered in Southgate, Michigan, ASC Incorporated --
http://www.ascglobal.com/-- is a supplier of highly engineered   
roof systems and of design services for the world's automakers.
The company filed for Chapter 11 protection on May 2, 2007,
(Bankr. E.D. Mich. Case No. 07-48680)  Gary H. Cunningham, Esq.
and Sean M. Walsh, Esq. at Giarmarco, Mullins & Horton P.C.
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
and debts from $1 million to $100 million.


AVAYA INC: In Talks with Silver Lake on Likely Buyout, WSJ Says
---------------------------------------------------------------
Avaya Inc. is currently in talks with Silver Lake Partners on a
possible leveraged-buyout, the Wall Street Journal reports citing
people familiar with the matter.

WSJ relates that the company had previously engaged in discussions
with Nortel Networks Corp. on a possible deal.  The talks however
"cooled off" after the two companies couldn't agree on price and
mode of payment.

Citing people familiar with the matter, WSJ reports that the two
sides are continuing dialogues and a deal could still occur.

According to WSJ, the company had postponed a scheduled analyst-
day meeting which prompted some to think that the company may be
in talks over a possible buyout.

Headquartered in Basking Ridge, New Jersey, Avaya, Inc.
(NYSE:AV) -- http://www.avaya.com/-- designs, builds and
manages communications networks for more than one million
businesses worldwide, including more than 90% of the FORTUNE
500(R).  Avaya is a world leader in secure and reliable Internet
Protocol telephony systems and communications software
applications and services.

                          *     *     *

In January 2005, Moody's Investors Service upgraded the senior
implied rating of Avaya Inc. to Ba3 from B1.  Moody's said the
ratings outlook is positive.


BARE ESCENTUALS: April 1 Balance Sheet Upside-Down by $188.8 Mil.
-----------------------------------------------------------------
Bare Escentuals Inc. reported net income of $20.4 million for the
first quarter ended April 1, 2007, compared with net income of
$14.5 million for the period ended April 2, 2006.

Net sales for the first quarter of fiscal 2007 were
$115.6 million, an increase of approximately 29% from
$89.9 million recorded in the same period last year.

This increase was primarily attributable to continued growth in
sales of the company's "i.d. bareMinerals" line of cosmetics.

Operating income for the first quarter of fiscal 2007 was
$40.4 million, an increase of approximately 20% from $33.6 million
in the same period last year.  This increase was largely due to
increases in operating income in both retail and wholesale
segments, reflecting growth across all sales channels, partially
offset by an increased operating loss in the company's corporate
segment.

"The first quarter of 2007 was a very good quarter for the company
and a continuation of the strong growth we delivered in 2006,"
said Leslie Blodgett, chief executive officer.  "While our sales
and earnings speak to our outstanding performance, it is the
strength of our brand and dedication of our customers that
genuinely reflect our success.  As we expand distribution channels
worldwide, we remain committed to providing the highest quality
bareMinerals products and customer service, as well as maintaining
our brand excellence and industry leadership."

At April 1, 2007, the company's balance sheet showed $183.6
million in total assets and $372.4 million in total liabilities,
resulting in a $188.8 million total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 1, 2007, are available for
free at http://researcharchives.com/t/s?2064

                        About Bare Escentuals

Bare Escentuals Inc. (NASDAQ: BARE) --
http://ir.bareescentuals.com/-- develops, markets and sells  
cosmetics, skin care, and body care products under its
bareMinerals, RareMinerals and namesake Bare Escentuals brands,
and professional skin care products under its md formulations
brand through infomercials, home shopping television, specialty
beauty retailers, company-owned boutiques, spas and salons, and
online shopping.


BLOUNT INT'L: March 31 Balance Sheet Upside-down by $98.4 Million
-----------------------------------------------------------------
Blount International Inc.'s balance sheet at March 31, 2007,
showed $447.6 million in total assets and $545.9 million in total
liabilities, resulting in a $98.4 million total stockholders'
deficit.

The company reported net income of $4.7 million for the first
quarter ended March 31, 2007, compared to net income of
$9 million in the comparable period last year.  This year's first
quarter results were adversely impacted by weak conditions in the
North American timber markets.  

Sales for the quarter were $144 million, compared to
$163.8 million in last year's first quarter.  Operating income was
$15.4 million, compared to $22.3 million in the first quarter of
2006.

Commenting on the first quarter results, James S. Osterman,
chairman and chief executive officer, stated: "Our results for the
first quarter reflect the continuation of weak industry conditions
in the North American timber markets.  Company-wide sales declined
in the first quarter by 12% from last year, as the outlook for
United States housing starts and lumber prices negatively impacted
the demand for the timber-harvesting equipment distributed by our
Industrial and Power Equipment segment.  This domestic market
weakness and some disruption caused by the relocation of a
distribution warehouse in March contributed to a 3% year over year
decline in our Outdoor Products Segment.  Sales for this segment
outside of North America remained relatively strong and increased
by 7% from last year's first quarter.  Although our first quarter
operating results were disappointing in comparison to last year,
the results were consistent with our previously communicated view
on full year 2007 financial performance."

The Outdoor Products segment reported first quarter sales of
$110.9 million, a 2.9% decrease from last year's first quarter
sales of $114.2 million.  Contribution to operating income for
this segment was $21.1 million, compared to last year's $24.8
million.  Segment sales declined in this year's first quarter from
last year as weaker North American market conditions within the
timber and lawn care industries resulted in lower unit sales.

The Industrial and Power Equipment segment first quarter sales
were $33.2 million compared to $49.8 million in 2006, a 33.4%
decrease.  Segment contribution to operating income was $200,000
compared to $3.3 million in the first quarter of 2006.  A decline
in unit sales of the company's timber harvesting products in the
North America market resulted in year-over-year sales and
contribution declines.

Corporate expense was $5.8 million in this year's first quarter,
equal to last year.  This year's corporate expense included $2.1
million in stock compensation expense, a $300,000 increase from
last year.

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?206a

Blount International Inc. (NYSE: BLT) -- http://www.blount.com/ -
-is a diversified international company operating in two principal
business segments: Outdoor Products and Industrial and Power
Equipment.  Blount sells its products in more than 100 countries
around the world.


BOMBARDIER INC: Earns $79 Million in First Quarter of FY 2008
-------------------------------------------------------------
Bombardier Inc. released financial results for the first quarter
of fiscal year 2008 that show substantial improvement in many key
areas.

Earnings before financing income, financing expense and income
taxes grew by $105 million, to reach $183 million.  This resulted
in an EBIT margin of 4.6%, compared to 2.2% for the same period
last fiscal year.

Similarly, net income increased by $55 million to total
$79 million.

Free cash flow (cash flows from operating activities less net
additions to property, plant and equipment) usage of $154 million,
after payment of a discretionary pension fund contribution of
$174 million, compares to a usage of $539 million for the same
period last fiscal year.  The overall order backlog also improved
by $4.7 billion, to attain a record $45.4 billion.

"We had a strong first quarter, with both groups contributing
solid results," observed Laurent Beaudoin, Chairman of the Board
and Chief Executive Officer, Bombardier Inc.  "As both groups make
progress toward their EBIT targets, we're seeing overall
improvement in profitability and cash flow generation.  At
Aerospace, business aircraft continue to attract a substantial
level of new orders.  We're now also seeing the U.S. airline
industry rebounding, as demonstrated by a higher level of regional
aircraft orders compared to last year.  Meanwhile, our
Transportation group's order intake remains robust, as it
continues to focus on its margin and quality enhancement program,"
added Mr. Beaudoin. "With the combination of our various
initiatives yielding improved profitability, and our strong
backlog, we are well positioned to pursue our goal of long-term
sustainable growth."

Bombardier Inc. -- http://www.bombardier.com/-- (TSE:BBD.B)
manufactures innovative transportation solutions, from regional
aircraft and business jets to rail transportation equipment,
systems and services.  Headquartered in Canada, the company also
has offices in the U.S., Northern Ireland, United Kingdom,
Germany, Switzerland, Sweden, Austria, and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on May 22, 2007,
Standard & Poor's Ratings Services revised the outlook on
Bombardier Inc. to stable from negative.  At the same time, the
ratings, including the 'BB' long-term corporate credit rating on
Bombardier, were affirmed.


BOMBAY COMPANY: Incurs $15.4 Million Net Loss in Qtr. Ended May 5
-----------------------------------------------------------------
The Bombay Company, Inc. reported that revenue for the 13 weeks
ended May 5, 2007, decreased 11.9% to $104.6 million compared to
$118.7 million for the 13-week period ended April 29, 2006.

Net loss for the quarter ended May 5, 2007 was $15.4 million, as
compared with a net loss of $15.6 million for the first quarter of
the prior year.

As of May 5, 2007, the company posted total assets of
$239.4 million, total liabilities of $173.4 million, and total
stockholders' equity of $66 million.

The company held $3.8 million in cash and cash equivalents as of
May 5, 2007, as compared with $3.3 million as of April 29, 2006.  
The company had a working capital of $36.9 million as of May 5,
2007.

The company has entered into a $10 million term loan facility to
provide additional liquidity that is secured by several of its
assets.

The previously announced engagement of William Blair & Company by
the Board of Directors to seek investment or other strategic
alternatives is progressing.

"While we are disappointed with our first quarter results, which
continue to be affected by softness in the retail home sector, we
remain focused on our continued efforts to return Bombay to
positive cash flow and long-term growth," said David B. Stewart,
Bombay's chief executive officer.  "By focusing on cost reductions
and enhancing company-wide efficiencies, we were able to achieve
an improvement in operating results despite a $14 million decline
in revenue.  We believe that Bombay is positioned to strengthen
its operations and improve performance."

                         Store Closures

During the first quarter, as part of the company's previously
announced stabilization plan, Bombay closed 24 stores and opened
two stores, ending the quarter with 419 stores.  First quarter
closings include the closing of 11 BombayKIDS stores which were
part of Bombay/BombayKIDS combination stores.  As such, there was
no reduction in overall retail square footage in connection with
these closings.  The company plans to continue to rationalize its
store base, migrating stores to off-mall locations upon their
lease expiration where the existing mall leases cannot be renewed
at economic rental rates, and closing unprofitable locations.  

                        NYSE Listing Issues

On May 18, 2007 and May 22, 2007, the company received notices
from NYSE Regulation Inc. that the company was not in compliance
with New York Stock Exchange continued listing requirements.  The
average closing share price of the company's common stock over a
consecutive 30-trading day period was less than $1.00, and the
company's 30 day average market capitalization and stockholders'
equity had both fallen below $75 million.

The company intends to notify NYSE Regulation within ten days that
it intends to cure the deficiencies and intends to submit a
business plan to demonstrate its ability to achieve compliance
with the continued listing standards within the requisite
timeframes.

If NYSE Regulation does not accept the company's plan materials,
if the company is unable to gain compliance with the continued
standards within the timeframes allowed, or if the company falls
below the NYSE's minimum continued listing standard requiring
average market capitalization over a 30-trading day period of at
least $25 million, the company would intend to seek arrangements
for its common stock to be quoted on the OTC Bulletin Board or
similar quotation system.

                       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, in Fort Worth, Texas, 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.


BUFFALO COAL: Wants to Hire Bailey and Hoyer as Special Counsels
----------------------------------------------------------------
Buffalo Coal Inc. and its debtor-affiliate, United Energy Coal,
ask the United States Bankruptcy Court for the Northern District
of West Virginia for permission to employ Bailey & Glasser LLP and
Hoyer, Hoyer & Smith PLLC, as their special counsels.

Bailey & Glasser, as lead counsel, will represent the Debtors
regarding the prosecution of claims the Debtors have against
Virginia Electric Power Company.  Hoyer Hoyer will assist Bailey
& Glasser with respect to the same claim.

The Debtors tell the Court that they will pay Bailey & Glasser
$200,000 and Hoyer Hoyer $100,000 as retainer.  The firms' lawyers
will bill $125 per hour for this engagement.

Brian A. Glasser, Esq., a partner of Bailey & Glasser, assures the
Court the 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. Glasser can be reached at:

     Brian A. Glasser, Esq.
     Bailey & Glasser LLP
     227 Capitol Street
     Charleston, West Virginia
     Tel: (304) 345-6555
     Fax: (304) 342-1110

                         About Buffalo Coal

Headquartered in Oakland, Maryland, Buffalo Coal Company, Inc., is
engaged in coal mining and processing services.  The company filed
for chapter 11 protection on May 5, 2006 (Bankr. N.D. W.Va. Case
No. 06-00366).  David A Hoyer, Esq., at Hoyer, Hoyer & Smith,
PLLC, represents the Debtor in its restructuring efforts.  Thorp
Reed and Armstrong, LLP, represents Buffalo Coal's Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$119,323,183 and total debts of $105,887,321.

Barton Mining Company Inc., Buffalo Coal's affiliate originally
filed under chapter 7 on July 24, 2006, and was converted to a
case under chapter 11 on Aug. 8, 2006 (Bankr. N.D. W.V. Case No.
06-00625).  James R. Christie, Esq., at Clarksburg, West Virginia,
represents Barton Mining.

             Buffalo Coal-United Energy Connection

Buffalo Coal was acquired by C&G Energy, Inc., in 2001.  Charles
Howdershelt and Gerald Ramsberg, stockholders of C&G Energy,
formed United Coal in 1999 for the purpose of acquiring the assets
of Winner Brothers Coal.


BUILDING MATERIALS: Moody's Affirms B2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Building Materials Corp. of America as well as the ratings on
the company's $975 million term loan and notes due 2014.

The ratings on the company's 2007 and 2008 notes have been
withdrawn as only minimal amounts remain outstanding as a result
of the previous tender offer.  Moody's has also withdrawn the
(P)Caa1 rating on BMCA's previously proposed second lien notes and
assigned a Caa1 rating to the company's existing junior lien term
loan.  The ratings outlook remains negative.

These ratings/assessments have been affected:

   -- $325 million second lien notes due 2015, withdrawn
      (P)Caa1 (LGD5, 89%);

   -- $325 million junior term loan due 2014, assigned Caa1
      (LGD5, 89%);

   -- $975 million Gtd. Senior Secured Term Loan B due 2014,
      affirmed at B2 (LGD3, 46%);  

   -- $250 million 7.75% Sr. Sec. Notes due 2014, affirmed at B2
      (LGD3, 46%);

   -- Corporate family rating, affirmed at B2;

   -- Probability of default rating, affirmed at B2;

   -- $100 million ($2 million outstanding) 8% Sr. Sec. Notes
      Series B due 2007, withdrawn B3 (LGD4, 69%);

   -- $155 million ($5 million outstanding) 8% Sr. Sec. Notes
      due 2008, withdrawn B3 (LGD4, 69%).

Moody's affirmation of BMCA's B2 corporate family rating reflects
the company's aggressive efforts to maximize operating
efficiencies as well as maximize synergies related to its
acquisition of ElkCorp.  

The negative outlook reflects pressure on its financial
performance from the difficult operating environment, its high
leverage (just under 6 times at transaction close, pre run rate
synergies), and low projected free cash flow generation relative
to debt levels.  The negative outlook also reflects the
uncertainty related to timing of a home building rebound and the
timing of total projected long-term synergies vs. the related
upfront costs.

The ratings and/or outlook could improve if free cash flow to debt
was projected to be over 8% on a sustainable basis and debt to
EBITDA was under 4.5 times and deemed to be improving.  The
negative ratings outlook may be changed to stable upon realization
of the proposed operating synergies associated with the purchase
of Elk.  Additionally, the parent's ongoing legal proceedings
would need to have been resolved in a manner consistent with a
higher rating for an upgrade to occur.

The ratings and/or outlook may come under negative pressure if
adjusted debt to EBITDA was over 6.5 times or if free cash flow to
debt weakened to less than 2% on a projected basis.

The withdrawal of the (P)Caa1 rating on the previously proposed
$325 million second lien notes due 2015 and the assigning of the
Caa1 rating to the company's $325 million junior term loan
facility reflects the company's actions in March 2007.  BMCA had
originally funded the acquisition with a bridge loan and was then
to pay off the bridge loan with the proceeds from the notes due
2015.  A junior term loan was utilized, not the previously planned
notes.

Building Materials Corporation of America, headquartered in Wayne,
New Jersey, is a leading national manufacturer of a broad line of
asphalt roofing products and accessories for the residential and
commercial markets.  The company's primary residential roofing
products consist of laminated and strip asphalt shingles.  
Incorporated under the laws of Delaware in 1994, the company is an
indirect, wholly-owned subsidiary of G-I Holdings Inc., whose
principal beneficial owner is Samuel Heyman. G-I is currently
working its way through Chapter 11 bankruptcy proceedings.  
Uncertainties include the resolution of the ultimate ownership of
BMCA and whether asbestos litigants will be able to substantively
consolidate BMCA with G-I Holdings by imposing successor liability
on BMCA for asbestos claims against its parent.


CACI INT'L: Notes' Offering Cues Moody's to Hold Ba2 Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
of CACI International, Inc. following the May 9, 2007 announcement
that it intends to offer $300 million of convertible senior
subordinated notes due 2014.  

Proceeds from the offering are expected to be used for
acquisitions, share buybacks and convertible note hedge
transactions.  The Probability of Default Rating was raised to Ba2
to reflect the new capital structure.


Moody's took these rating actions:

   -- Affirmed Ba1, LGD2, 27% $200 million senior secured first
      lien revolver due 2009;

   -- Affirmed Ba1, LGD2, 27% $340 million senior secured first
      lien term B due 2011;

   -- Affirmed Corporate Family Rating Ba2;

   -- Upgraded Probability of Default Rating Ba2;

   -- Affirmed Speculative Grade Liquidity Rating SGL-1.

The outlook remains stable.

The affirmation of the Corporate Family Rating despite the
deterioration in credit metrics is predicated upon CACI using the
funds for accretive acquisitions that will improve credit metrics.  
The company was strongly positioned within the rating category and
had some flexibility.  However, CACI has now moved to the cusp of
the rating category and does not have additional flexibility for
further deterioration in credit metrics or negative variance in
operating performance.  Additionally, the new capital structure
lowers the expected family recovery rate in a default scenario.  
CACI's operating profit margins have historically been weak for
the rating category at around 9.5%, but all other key metrics were
strongly positioned for the rating.  Moody's expects leverage,
interest coverage and cash flow metrics to deteriorate at the
close of this transaction but to remain in-line with the Ba2
rating category.

The size of the company's revenue base supports the rating with
last twelve months revenue ended March 31, 2007 of approximately
$1.9 billion.  The company derives about 94% of its revenues from
government business and there are concerns about reduced funding
for federal IT initiatives.  Organic growth has slowed from
elevated levels in the mid-teens in fiscal 2004 and 2005 to the
low single digits.  Moody's believes CACI will remain highly
acquisitive as the company becomes more reliant on acquisitions to
meet growth expectations.  Additionally, the anticipated use of
debt to repurchase shares to offset the potential dilution
stemming from the convertible bond offering is viewed as a
negative from a credit standpoint.

The company is heavily exposed to spending from the Department of
Defense, which comprises just over 70% of CACI's revenue.  The
company lowered their fiscal 2007 guidance twice this year due to
the slowing of spending by the Pentagon and delays on some
contracts.  Revenue for fiscal 2007 is now expected to range
between $1.885 billion and $1.913 billion compared to the original
guidance of $2.0 billion and $2.1 billion.  This is still an
increase from $1.75 billion in revenue during fiscal 2006, with
unadjusted EBITDA expected to remain relatively flat compared to
2006.  The company's backlog is also at historic highs, with a
funded backlog sufficient to cover seven to eight months of
revenue.

Moody's expects that CACI will retain their strong liquidity
profile.  Moody's believes the majority of cash reserves will be
utilized for acquisitions but that the company will continue to be
a solid cash flow generator, with a current run rate of about $125
million in adjusted free cash flow . As of March 31, 2007, CACI
had full availability under its $200 million revolver, which is
expected to remain undrawn over the near term, unless the company
undertakes a large acquisition.  The company is also expected to
maintain considerable cushion under its amended bank covenants
over the next four quarters.

Moody's will closely monitor leverage as adjusted debt/EBITDA pro
forma for the transaction is expected to increase to just below
3.0 times.  Additionally, management has publicly stated their
willingness to increased debt.  A ratings downgrade will likely
take place if adjusted debt/EBITDA rises above 3.4 times. A
negative variance in operating performance or material contract
delays could also cause a downgrade in ratings or outlook as the
company is no longer strongly positioned in the rating category.

CACI International Inc. (NYSE: CAI) -- http://www.caci.com/--   
provides the IT and network solutions for defense, intelligence,
and e-government.  CACI provides dynamic careers for approximately
9,500 employees working in over 100 offices in the U.S. and
Europe.  In Europe, CACI Limited is headquartered in London,
United Kingdom.


CARROLS RESTAURANT: March 31 Balance Sheet Upside-down by $23.8MM
-----------------------------------------------------------------
Carrols Restaurant Group Inc.'s balance sheet at March 31, 2007,
showed $453 million in total assets and $476.8 million in total
liabilities, resulting in a $23.8 million total stockholders'
deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $26.7 million in total current assets
available to pay $54.9 million in total current liabilities.

The company reported net income of $1.6 million for the first
quarter ended March 31, 2007, compared with net income of
$1.5 million for the same period last year.

Total revenues for the first quarter of 2007 increased 3.1% to
$188.2 million from $182.5 million in the first quarter of 2006.  
During the first quarter of 2007, the company opened one Pollo
Tropical in Clifton, New Jersey, one Taco Cabana restaurant in
Brownsville, Texas, and closed three Taco Cabana restaurants and
one Burger King restaurant.

As of March 31, 2007, the company operated a total of 545
restaurants, including 327 Burger King, 77 Pollo Tropical and 141
Taco Cabana restaurants.

Alan Vituli, chairman and chief executive officer of Carrols
Restaurant Group Inc. commented, "During the first quarter of
2007, Carrols encountered the weather related challenges that
affected many of our peers.  The snowstorms in several of our
Northeast markets in January and February affected sales at our
Burger King restaurants, while the severe weather in Texas,
including ice storms, had a detrimental effect on our Taco Cabana
restaurants early in the quarter.  In March, we saw improvements
at all three brands with our comparable restaurant sales trends
increasing in the 2.0% to 2.5% range for our Hispanic Brands and
3.7% at our Burger King restaurants.  We are encouraged by those
trends and are well-positioned with our menus relative to
compelling price points for all three brands, understanding that
there is continuing general pressure on consumer discretionary
spending."

Revenues from the Company's Hispanic restaurant brands increased
6.3% to $99.7 million in the first quarter of 2007 from $93.8
million in the same period last year.  Pollo Tropical revenues
increased 7.7% to $41.5 million during the first quarter of 2007
compared to 38.6 million in the first quarter of 2006.  This was
primarily due to the opening of nine new Pollo Tropical
restaurants since the beginning of the same period in 2006.  
Comparable restaurant sales at Pollo Tropical were essentially
flat with the year-ago period.

Taco Cabana revenues increased 5.3% to $58.2 million during the
first quarter of 2007 compared to $55.2 million in the first
quarter of 2006. This was due primarily to the opening of ten new
Taco Cabana restaurants since the beginning of the same period in
2006.  Comparable restaurant sales at Taco Cabana decreased 0.9%
mostly due to unfavorable weather conditions early in the first
quarter of 2007.

Burger King revenues were essentially flat during the first
quarter of 2007 at $88.5 million compared to $88.7 million in the
first quarter of 2006, despite the closing of nine Burger King
restaurants since the beginning of the same period in 2006.  In
the face of unfavorable weather in several markets, comparable
Burger King restaurant sales increased 1.1% during the period,
reflecting continued favorable trends in the company's Burger King
operations.

General and administrative expenses were $13.1 million in the
first quarter of 2007, or 7.0% of total revenues, compared to
$12.4 million, or 6.8% of total revenues, in the first quarter of
2006.  General and administrative expenses increased as a
percentage of total revenues mostly due to higher costs associated
with being a public entity and stock-based compensation expense.

Income from operations was $12.3 million, or 6.5% of total
revenues, in the first quarter of 2007 compared to $13.7 million,
or 7.5% of total revenues, in the first quarter of 2006.

During the second and third quarters of 2006, the company
refinanced 14 leases and amended 34 other leases previously
accounted for as lease financing obligations on its balance sheet,
and recorded the underlying sale-leaseback transactions as sales.  
As a result, the company reduced its lease financing obligations
by $52.8 million in 2006 and accounted for the leases as operating
leases.  In the first quarter of 2007 as compared to the first
quarter of 2006, these transactions resulted in an increase in
rent expense of $1 million, and corresponding reductions in
depreciation and interest expense of $300,000 and $1.3 million,
respectively, in the quarter.

Interest expense decreased $3 million to $8.4 million in the first
quarter of 2007 from $11.4 million in the same period in the prior
year, reflecting the reductions in lease financing obligations and
lower average debt balances from the prepayments of borrowings
under the  prior senior credit facility throughout 2006, including
the repayment of $68 million in term loan borrowings from the IPO
proceeds in December 2006.

The Company's operating subsidiary, Carrols Corporation, completed
the refinancing of its senior credit facility on March 9, 2007.  
As a result of the refinancing the interest rate on its senior
secured borrowings was lowered by approximately 1%.  In connection
with the refinancing the company recorded a non-cash charge of
$1.5 million, or $900,000 after-tax, to write-off the balance of
deferred financing costs related to the prior senior credit
facility.

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?206c  

                   About Carrols Restaurant

Headquartered in Syracuse, New York, Carrols Restaurant Group Inc.
(NasdaqGM: TAST) -- http://www.carrols.com/ -- operating through  
its subsidiaries, including Carrols Corporation, is one of the
largest restaurant companies in the United States, operating three
restaurant brands in the quick-casual and quick-service restaurant
segments with 545 company-owned and operated restaurants in 16
states as of March 31, 2007, and 30 franchised restaurants in the
United States, Puerto Rico and Ecuador.  Carrols Restaurant Group
owns and operates two Hispanic Brand restaurants, Pollo Tropical
and Taco Cabana.  Carrols Restaurant Group is also the largest
Burger King franchisee, based on number of restaurants, and has
operated Burger King restaurants since 1976.


CDC MORTGAGE: S&P Lowers Rating on 2003-HE1 Class B-2 Loans to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from four CDC Mortgage Capital Trust transactions.

Of the five downgrades, the rating on class B-2 from series
2003-HE1 was lowered to 'D' from 'CCC', and the other four ratings
remain on CreditWatch with negative implications.  Concurrently,
S&P placed its ratings on three classes from three CDC Mortgage
Capital Trust series on CreditWatch with negative implications.  
At the same time, S&P affirmed its ratings on the remaining
classes from these four transactions.
     
The lowered ratings and CreditWatch placements reflect the
deteriorating performance of the collateral pools.  Credit support
for these transactions is derived from a combination of
subordination, excess interest, and overcollateralization.  After
these deals stepped down, the O/C target was reduced to 0.50% of
the original pool balance; moreover, realized losses have
consistently outpaced excess spread and have further eroded O/C to
the extent that credit support for these classes is no longer
sufficient to support the prior ratings.
     
As of the April 2007 remittance period, O/C for the pool backing
series 2002-HE1 had been reduced to $0.94 million, or 0.18% of the
original pool balance, well below its target of 0.50%.  Cumulative
realized losses reached $14.23 million, or 2.80% of the original
pool balance.  Total delinquencies and severe (90-plus-days,
foreclosure, and REO) delinquencies constitute 36.80% and 25.26%
of the current pool balance, respectively.
     
For the same time period, the O/C for the pool backing series
2003-HE1 was completely depleted.  The rating on class B-2 was
lowered to 'D' due to a $158,627 principal write-down in the April
remittance period.  Cumulative realized losses reached
$11.92 million, or 1.80% of the original pool balance.  Total and
severe delinquencies constitute 25.28% and 13.18% of the current
pool balance, respectively.
     
As of the April 2007 remittance period, the O/C for the pool
backing series 2003-HE3 had been reduced to $1.99 million, or
0.26% of the original pool balance.  Cumulative realized losses
reached $11.70 million, or 1.64% of the original pool balance.  
Total and severe delinquencies constitute 34.65% and 22.97% of the
current pool balance, respectively.
     
As of the April 2007 remittance period, the O/C for the pool
backing series 2003-HE4 had been reduced to $2.59 million, or
0.32% of the original pool balance.  Cumulative realized losses
reached $10.10 million, or 1.33% of the original pool balance.  
Total and severe delinquencies constitute 27.06% and 17.09% 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 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.
     
The collateral backing this transaction consists of pools of
fixed- and adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.


                          Rating Lowered

                    CDC Mortgage Capital Trust

                                        Rating
                                        ------
               Series      Class      To       From
               ------      -----      --       ----
               2003-HE1    B-2        D        CCC


       Ratings Lowered and Remaining on Creditwatch Negative
    
                   CDC Mortgage Capital Trust

                                       Rating
                                       ------
          Series      Class      To               From
          ------      -----      --               ----
          2002-HE1    B          B/Watch Neg      BB-/Watch Neg
          2003-HE1    B-1        B/Watch Neg      BB/Watch Neg
          2003-HE3    B-3        B/Watch Neg      BB/Watch Neg
          2003-HE4    B-3        B/Watch Neg      BB/Watch Neg


              Ratings Placed on Creditwatch Negative
   
                    CDC Mortgage Capital Trust

                                        Rating
                                        ------
          Series      Class      To               From
          ------      -----      --               ----
          2003-HE1    M-3        A-/Watch Neg     A-
          2003-HE3    B-2        BBB/Watch Neg    BBB
          2003-HE4    B-2        BBB/Watch Neg    BBB


                         Ratings Affirmed
  
                    CDC Mortgage Capital Trust

                  Series      Class        Rating
                  ------      -----        ------
                  2002-HE1    A            AAA
                  2002-HE1    M            A
                  2003-HE1    M-1          AA+
                  2003-HE1    M-2          A
                  2003-HE3    M-1          AA+
                  2003-HE3    M-2          A
                  2003-HE3    M-3          A-
                  2003-HE3    B-1          BBB+
                  2003-HE4    A-1, A-3     AAA
                  2003-HE4    M-1          AA
                  2003-HE4    M-2          A
                  2003-HE4    M-3          A-
                  2003-HE4    B-1          BBB+


CITADEL BROADCASTING: Declares $2.46 Per Share Cash Distribution
----------------------------------------------------------------  
Citadel Broadcasting Corporation's Board of Directors, in
preparation for the pending merger of a wholly owned subsidiary
with ABC Radio Holdings Inc., has declared, subject to the
consummation of the merger, a special cash distribution of $2.46
per share.

The special cash distribution will be payable to Citadel
stockholders as of the record date.  The record date for the
special cash distribution will be as of the second trading day
prior to consummation of the merger.

Payment of the special cash distribution is conditioned on the
completion of the merger and will be made immediately prior to the
effective time of the merger.

The parties currently expect the pending merger to close on
Tuesday, June 12, 2007, subject to the satisfaction or waiver of
conditions contained in the agreements governing the merger.

Citadel anticipates that the record date for its special cash
distribution will be Friday, June 8, 2007.

Headquartered in Las Vegas, Nevada, Citadel Broadcasting
Corporation - http://www.citadelbroadcasting.com/-- is a radio  
broadcaster focused primarily on acquiring, developing and
operating radio stations throughout the United States.  Citadel
owns and operates 165 FM and 58 AM radio stations in 46 markets
located in 24 states across the country.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service assigned a Ba3 corporate family rating
to Citadel Broadcasting Corporation.  Additionally, Moody's
assigned a Ba3 rating to Citadel's $2.65 billion senior secured
credit facility.  The rating outlook is stable.


CKE RESTAURANTS: Selling La Salsa Chains to Baja Fresh and M Plus
-----------------------------------------------------------------
CKE Restaurants Inc. has entered into an agreement for the sale of
its La Salsa Fresh Mexican Grill restaurants.  La Salsa will be
acquired by Thousand Oaks, California-based Baja Fresh Mexican
Grill(R), led by David Kim and M Plus Capital, which is based in
Santa Monica, California.  

Under the agreement, Santa Barbara Restaurant Group Inc., a
wholly-owned subsidiary of CKE, is expected to sell its 100%
equity interest in La Salsa Inc. and La Salsa of Nevada Inc.  

The transaction is subject to customary closing conditions and is
expected to close by the end of June 2007.  The transaction is not
expected to have a material impact on the future earnings of CKE
on a consolidated basis.
    
"The company's focus is on growing Carl's Jr. and Hardee's,
including dual branding them with the company's Mexican brands,
Green Burrito(R) and Red Burrito(TM)," Andrew F. Puzder, CKE
president and chief executive officer said.  While the company
believes in La Salsa's potential, the company also believes its
best opportunity for improving earnings and cash flow is to devote
its resources to the future of Carl's Jr. and Hardee's.  As such,
selling La Salsa to David Kim is in the mutual best interests of
both CKE and the La Salsa brand. David Kim is a former Carl's Jr.
franchisee whom the company knows well and it wishes him the best
with his investment in La Salsa."
    
"I am pleased that the company will have two great Mexican concept
brands in La Salsa and Baja Fresh," Investor David Kim said.  The
company welcomes La Salsa's employees and franchisees to the
family. The combined efficiencies and resources of these two
national brands create a dynamic growth company to compete in the
Mexican food restaurant market."
    
                         About CKE Restaurants

Headquartered in Carpinteria, California, CKE Restaurants Inc.
(NYSE: CKR) -- http://www.ckr.com/-- operates some of the most    
popular U.S. regional brands in quick-service and fast-casual
dining, including the Carl's Jr.(R), Hardee's(R), La Salsa Fresh
Mexican Grill(R) and Green Burrito(R) restaurant brands.  As of
the end of its fiscal fourth quarter on Jan. 29, 2007, the
company, through its subsidiaries, had a total of 3,105 franchised
or company-operated restaurants in 43 states and in 13 countries,
including 1,087 Carl's Jr. restaurants, 1,906 Hardee's restaurants
and 96 La Salsa Fresh Mexican Grill restaurants.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on CKE Restaurants.  The outlook is stable.


CLAYTON HOLDINGS: S&P Affirms B+ Rating on $200 Million Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' bank loan
rating on Clayton Holdings Inc.'s (B+/Positive/--) $200 million
senior secured credit facilities.

At the same time, S&P revised the recovery rating to '4' from '5',
reflecting the belief that Clayton would be reorganized, rather
than liquidated, in the event of a payment default or bankruptcy.  

The '4' recovery rating reflects S&P's expectation for average
(25%-50%) recovery of principal by creditors in the event of a
payment default.
     
Shelton, Connecticut-based Clayton is a service provider to buyers
and sellers of, and investors in, nonconforming loans and
nonagency mortgage-backed securities.  The company has been able
to grow its surveillance business, which represents recurring
revenue for the life of the securities, to supplement its
origination due diligence business, which previously represented
its almost entire revenue base.  "The diversification from
transactional revenue to include recurring revenue base led us to
believe creditors would receive greater value in bankruptcy from
reorganization, rather than from liquidation," said Standard &
Poor's credit analyst David Tsui.  This enterprise value scenario
assumes that EBITDA profitability falls to Clayton's debt services
level, and a multiple of four is appropriate.

Ratings List

Clayton Holdings Inc.
Corporate Credit Rating         B+/Positive/--

Rating Affirmed/Recovery Rating Raised

Clayton Holdings Inc.

                                             To   From
                                             --   ----
$200 Million Senior Secured Credit Facility  B+   B+
   Recovery Rating                           4    5


COLLINS & AIKMAN: Court Approves DaimlerChrysler Settlement
-----------------------------------------------------------
The Honorable Judge Steven W. Rhodes of the U.S. Bankruptcy Court
for the Eastern District of Michigan has approved Collins & Aikman
Corp.'s settlement and option agreement with DaimlerChrysler AG
and DaimlerChrysler Canada Inc., Bankruptcy Law360 reports

The agreement will help the Debtor to facilitate the sale of its
assets.

According to the Debtor said the agreement, along with the
customer agreement as a whole, would save thousands of jobs and
provide a framework for the bankruptcy's resolution.  Collins &
Aikman added that costly and time-consuming litigation would have
resulted had a deal not been reached, Bankruptcy Law360 notes.

As previously reported, in December 2006, Collins & Aikman and
its debtor-affiliates successfully negotiated a comprehensive
agreement that, among other things:

   (a) provides a framework to facilitate the orderly sale of a
       majority of the Debtors' businesses with the support of
       the agents to the Debtors' prepetition senior, secured
       lenders and postpetition secured lenders and the Debtors'
       principal customers;

   (b) provides a meaningful opportunity to save thousands of
       jobs;

   (c) memorializes an agreement among the Debtors, the Agents
       and the Customers on the substantive terms of the Plan;
       and

   (d) provides a clear framework toward a consensual resolution
       and conclusion to these cases.

In connection with the customer agreement, the Debtors also
negotiated certain customer-specific agreements with individual
Customers that resolved disputed pre- and postpetition
commercial matters.  The Debtors had not finalized and filed
each of the specific agreements with individual Customers prior
to the hearing to consider Court-approval of the customer
agreement.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
relates the Debtors and DaimlerChrysler continued to negotiate
and, on May 11, 2007, reached the settlement and option
agreement.

As with the other Customer-Specific Agreements, the
DaimlerChrysler Agreement has been filed under seal and shared
only with the U.S. Trustee, the Official Committee of Unsecured
Creditors and the Agents due to the sensitive and confidential
commercial information contained therein.

Generally, a settlement under Rule 9019(a) of the Federal Rules
of Bankruptcy Procedure should be approved if it is determined
to be fair and equitable and does not fall below the lowest
level of reasonableness, Mr. Schrock notes, citing Bauer v.
Commerce Union Bank, 859 F.2d 438, 441 (6th Cir. 1988); In re
Haven, Inc. 2005 WL 927666, at *3 (6th Cir. B.A.P. 2005); and
Dow Corning, 192 B.R. at 421.  The DaimlerChrysler Agreement
satisfies this standard, he asserts.

Mr. Schrock explains that the DaimlerChrysler Agreement resolves
a number of issues between the Debtors and DaimlerChrysler,
each, if left unresolved, would undoubtedly result in costly and
time-consuming litigation.

For example, He says, if the parties did not agree to the
DaimlerChrysler Agreement, the parties would likely become
embroiled in disputes over breaches of the Debtors' obligations
under numerous purchase orders and postpetition agreements.
Similarly, he points out, the Debtors would expect that, but for
the consideration provided under the DaimlerChrysler Agreement,
the parties would be required to litigate numerous disputes over
ownership rights of certain equipment currently held by the
Debtors.

The expenses incurred to resolve the numerous disputes would be
an additional burden to the estates and their creditors, Mr.
Schrock avers.  The DaimlerChrysler Agreement avoids these
disputes and the heavy encumbrance that the disputes would place
on their estates.

Here, the Debtors' decision to enter into the DaimlerChrysler
Agreement is clearly an exercise of their sound business
judgment as it is integral to and effectuates the customer
agreement, Mr. Schrock asserts.

He relates that, although the terms of the DaimlerChrysler
Agreement must remain confidential due to its sensitive
commercial terms, the customer agreement, together with the
DaimlerChrysler Agreement, provide the Debtors with numerous
benefits, including:

    (a) significant prepetition claim settlement amounts;

    (b) a recovery that will maximize the value of the Debtors'
        working capital; and

    (c) the continued support of DaimlerChrysler for the sale of
        the Debtors' businesses and the Plan.

                      About DaimlerChrysler

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

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

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

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

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

                     About Collins & Aikman

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

On Aug. 30, 2006, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Dec. 22, 2006, they filed an Amended
Joint Chapter 11 Plan.  The Court approved the adequacy of the
Amended Disclosure Statement.  The Court has adjourned the hearing
to consider confirmation of the Amended Joint Plan to June 5,
2007.  (Collins & Aikman Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


CONGOLEUM CORP: Remains in Compliance with AMEX Listing Standards
-----------------------------------------------------------------
The American Stock Exchange has determined Congoleum Corporation
is in compliance with its continued listing standards.

Roger S. Marcus, Chairman of the Board, commented, "I am very
pleased that our 2006 financial performance, despite our ongoing
reorganization, meets the Amex's continued listing standards.  We
value our listing on the American Stock Exchange."

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient     
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Paul S. Hollander, Esq., and Gregory S. Kinoian, Esq., at Okin,
Hollander & Deluca, L.L.P., represent the Debtors.  Nancy
Isaacson, Esq., at Goldstein Isaacson, PC, represents the Official
Committee of Unsecured Creditors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Futures Claimants Representative is represented by Roger
Frankel, Esq., and Jonathan P. Guy, Esq., at Orrick Herrington &
Sutcliffe LLP, and Stephen B. Ravin, Esq., and Bruce J. Wisotsky,
Esq., at Ravin Greenberg PC.

The Futures Claimants Representative is represented by Stephen B.
Ravin, Esq., and Bruce J. Wisotsky, Esq., at Ravin Greenberg PC.

American Biltrite, Inc., which owns 55% of Congoleum, is
represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at
Skadden Arps Slate Meagher & Flom.


COSTA ENERGY: In Default of Bank Covenant
-----------------------------------------
Costa Energy Inc. disclosed in a regulatory filing that it is
currently in default on its banking covenants and continues to
discuss its current financial challenges with the bank.

In its consolidated financial statements for the period ended
March 31, 2007, that it had access to a $2 million revolving
operating demand line of credit with a Canadian chartered bank.

The facility bears interest at bank prime rate plus 0.75% and is
secured against the current and after-acquired assets of the
Company.  Amounts owed on this facility at March 31, 2007 was
$1.6 million while at May 23, 2007, amount owed was $2 million.

COSTA Energy Inc. (TSXV:COE) is a Calgary based junior oil and gas
company, which explores for, develops, produces, and sells crude
oil, natural gas liquids and natural gas in Alberta, British
Columbia and Saskatchewan.


COUDERT BROS: Disclosure Statement Hearing Moved to June 15
-----------------------------------------------------------
The hearing to approve the disclosure statement describing Coudert
Brothers LLP's Chapter 11 Plan of Liquidation was deferred from
May 30, 2007, to June 15, 2007, Bill Rochelle of Bloomberg News
reports.  

In March 2007, Coudert filed with the Court a Chapter 11 Plan of
Liquidation stating that on the effective date of that Plan, the
liquidation trust agreement will be executed by the Debtor and the
liquidation trustee.  Also on that date, all the estate's assets
will vest in the liquidation trust free and clear of all liens,
claim and encumbrances.

The Debtor and the Creditors Committee will jointly pick the
liquidation trustee 15 days before the confirmation hearing.

If a dispute arises, the Court will select from the candidates
submitted by the Debtor and the Committee.

                        Treatment of Claims

Under the Plan, each holder of Secured Claims and Priority
Non-Tax Claims will be paid in full.  At the Liquidation
Trustee's option, these holders will receive:

     i. cash;

    ii. non-recourse conveyance of the Debtor's interest
        and the collateral securing the their claims; or

   iii. less favorable treatment as agreed to by the holders
        and the liquidation trustee.

Holders of General Unsecured Claims and Partner Non-Profit Claims
will receive a pro rata share of the unsecured creditor fund.

In the event there exists any disputed Secured, Priority Non-Tax,
General Unsecured, and Partner Non-Profit claims, the liquidation
trustee must maintain cash in an amount equal to the portion of
the disputed claims reserve.

On the effective date, Convenience Claim holders will receive
cash in an aggregate amount equal to a percentage of the allowed
amount determined by the Debtor before the solicitation of the
Plan.

In addition, holders of Convenience, General Unsecured, and
Partner Profit Claims will be paid from the Unsecured Creditors
fund.

Holders of Insured Malpractice Claims will be paid solely
from the proceeds of any applicable policy with respect to the
insured portion of the claim.  This holder will not receive any
distribution from the Unsecured Creditor fund.

Each holder of Partner Profit Claims, if any, will receive the
Debtor's surplus.

Holders of Interests will get nothing under the Plan.

The Unsecured Creditor Fund is the cash derived from Participating
Party Settlement Proceeds, liquidation of assets, and causes of
action recoveries, less any distributions or reserves on account
of Secured Claims, Administrative Claims, Priority Tax Claims,
Priority Non-Tax Claim, and Estate Expenses.

Participating Party Settlement Proceeds refers to cash that the
Liquidation Trustee received from a participating party under a
participating party agreement.

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee Of Unsecured Creditors.  In its schedules of assets and
debts, Coudert listed total assets of $29,968,033 and total
debts of $18,261,380.


CREDIT SUISSE: Moody's Puts Low-B Ratings on 6 Certificate Classes
------------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Credit Suisse Commercial Mortgage Trust
Series 2007-C2.  The provisional ratings issued on April 24, 2007
have been replaced with these definitive ratings:


         * Class A-1, $26,000,000, rated Aaa
         * Class A-2 $318,000,000, rated Aaa
         * Class A-AB, $64,298,000, rated Aaa
         * Class A-3, $368,000,000, rated Aaa
         * Class A-1-A, $1,532,119,000, rated Aaa
         * Class A-M, $229,773,000, rated Aaa
         * Class A-J, $272,064,000, rated Aaa
         * Class B, $16,489,000, rated Aa1
         * Class C, $53,588,000, rated Aa2
         * Class D, $28,855,000, rated Aa3
         * Class E, $16,489,000, rated A1
         * Class F, $28,855,000, rated A2
         * Class G, $28,855,000, rated A3
         * Class H, $45,344,000, rated Baa1
         * Class J, $37,100,000, rated Baa2
         * Class K, $32,977,000, rated Baa3
         * Class L, $8,244,000, rated Ba1
         * Class M, $8,245,000, rated Ba2
         * Class N, $16,488,000, rated Ba3
         * Class O, $4,123,000, rated B1
         * Class P, $12,366,000, rated B2
         * Class Q, $8,244,000, rated B3
         * Class A-X, $3,297,738,705*, rated Aaa

* Approximate notional amount

Moody's has assigned definitive rating to this additional class of
certificates:

         * Class A-MFL, $100,000,000, rated Aaa

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

         * Class A-SP, $0, WR


CRESCENT REAL: Morgan Stanley Offer Cues S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Crescent
Real Estate Equities Co. and Crescent Real Estate Equities L.P. on
CreditWatch with negative implications.

The rating actions affect approximately $625 million of senior
unsecured notes and $410 million of preferred stock.
     
The CreditWatch placements follow Crescent's May 22, 2007,
announcement that it has agreed to be acquired by funds managed by
Morgan Stanley Real Estate in an all-cash transaction for $22.80
per share and the assumption of liabilities for a total
consideration of approximately $6.5 billion.  The purchase price
reflects a 12% premium over Crescent's prior 30-day average
closing share price.  The transaction is expected to close during
the third quarter of 2007 and is subject to approval by Crescent's
common shareholders and other customary closing conditions.
     
Crescent is a Fort Worth, Texas-based equity umbrella partnership
REIT that owns and manages a portfolio of 69 office buildings  
(27 million square feet), with concentrations in Dallas, Houston,
Austin, Denver, Miami, and Las Vegas.  Crescent also holds
investments in resort residential developments in locations such
as Scottsdale, Arizona, Vail Valley, Colorado, and Lake Tahoe,
California.  Crescent also holds ownership interests in Canyon
Ranch assets as well as the brand. On May 25, 2007, Crescent
closed on the first phase of its previously announced sale of
hotel and resort properties, along with the sale of one office
building, to Walton TCC Hotel Investors V LLC, for $620 million.
     
The CreditWatch placements contemplate the uncertain credit
profile of the acquiring entity and address the possibility that
S&P may lower its rating on the assumed notes.  S&P will continue
to monitor ongoing developments and evaluate the ultimate
financing conditions and terms of this transaction, as well as
Morgan Stanley Real Estate's intentions regarding the assumed
notes.
     

              Ratings Placed On Creditwatch Negative
    
      Crescent Real Estate Equities Co./Crescent Real Estate
                         Equities L.P.

                                       Rating
                                       ------
                              To                   From
                              --                   ----
          Corporate credit    BB-/Watch Neg/--     BB-/Stable/--
          Senior unsecured    B/Watch Neg          B
          Preferred stock     B-/Watch Neg         B-


Headquartered 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 69 premier office
buildings totaling 27 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 holds investments in resort residential developments
in locations such as Scottsdale, Arizona; Vail Valley, Colorado;
and Lake Tahoe, California; and in the wellness lifestyle leader,
Canyon Ranch.


CWABS ASSET-BACKED: Moody's Rates Two Cert. Classes at (P)Ba1
-------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to
certificates issued by CWABS Asset-Backed Certificates Trust
2007-8.

The complete provisional rating actions are:

   CWABS Asset-Backed Certificates Trust 2007-8

   Asset Backed Certificates, Series 2007-8


         * Class 1A1, Assigned (P)Aaa
         * Class 1A2, Assigned (P)Aaa
         * Class 2A1, Assigned (P)Aaa
         * Class 2A2, Assigned (P)Aaa
         * Class 2A3, Assigned (P)Aaa
         * Class 2A4, Assigned (P)Aaa
         * Class M1, Assigned (P)Aa1
         * Class M2, Assigned (P)Aa2
         * Class M3, Assigned (P)Aa3
         * Class M4, Assigned (P)A1
         * Class M5, Assigned (P)A2
         * Class M6, Assigned (P)A3
         * Class M7, Assigned (P)Baa1
         * Class M8, Assigned (P)Baa2
         * Class M9, Assigned (P)Baa3
         * Class BV, Assigned (P)Ba1
         * Class BF, 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.


DAIMLERCHRYSLER: Chrysler Marketing VP George Murphy to Resign
--------------------------------------------------------------
The Chrysler Group disclosed the George Murphy, 51, who has been
Senior Vice President of Global Brand Marketing since February
2001, has informed the company that he will leave at the end of
this month, in order to pursue other opportunities.  A replacement
was not named immediately.

"George has made a key contribution to our efforts to retool our
brands -- Chrysler, Jeep and Dodge," Steven Landry, Executive Vice
President of North American Sales, Marketing, Service and Parts,
said.  "Most recently, he engineered a new identity for the
Chrysler Brand featuring a new theme line -- Engineered
Beautifully.  This campaign shows that there is more behind the
sheet metal and distinctive style of this brand."  The new
advertising campaign for Chrysler Brand debuted on May 8.

Mr. Murphy joined Chrysler Group in 2001 after two years with Ford
Motor Company, where he was General Marketing Manager for the Ford
Division.  Prior to joining Ford he was with General Electric for
11 years, rising to the level of Corporate Vice President before
choosing to change industry sectors.

                      About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER AG: Court Authorizes Collins & Aikman Settlement
----------------------------------------------------------------
The Honorable Judge Steven W. Rhodes of the U.S. Bankruptcy Court
for the Eastern District of Michigan has approved Collins & Aikman
Corp.'s settlement and option agreement with DaimlerChrysler AG
and DaimlerChrysler Canada Inc., Bankruptcy Law360 reports

The agreement will help the Debtor to facilitate the sale of its
assets.

According to the Debtor said the agreement, along with the
customer agreement as a whole, would save thousands of jobs and
provide a framework for the bankruptcy's resolution.  Collins &
Aikman added that costly and time-consuming litigation would have
resulted had a deal not been reached, Bankruptcy Law360 notes.

As previously reported, in December 2006, Collins & Aikman and
its debtor-affiliates successfully negotiated a comprehensive
agreement that, among other things:

   (a) provides a framework to facilitate the orderly sale of a
       majority of the Debtors' businesses with the support of
       the agents to the Debtors' prepetition senior, secured
       lenders and postpetition secured lenders and the Debtors'
       principal customers;

   (b) provides a meaningful opportunity to save thousands of
       jobs;

   (c) memorializes an agreement among the Debtors, the Agents
       and the Customers on the substantive terms of the Plan;
       and

   (d) provides a clear framework toward a consensual resolution
       and conclusion to these cases.

In connection with the customer agreement, the Debtors also
negotiated certain customer-specific agreements with individual
Customers that resolved disputed pre- and postpetition
commercial matters.  The Debtors had not finalized and filed
each of the specific agreements with individual Customers prior
to the hearing to consider Court-approval of the customer
agreement.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
relates the Debtors and DaimlerChrysler continued to negotiate
and, on May 11, 2007, reached the settlement and option
agreement.

As with the other Customer-Specific Agreements, the
DaimlerChrysler Agreement has been filed under seal and shared
only with the U.S. Trustee, the Official Committee of Unsecured
Creditors and the Agents due to the sensitive and confidential
commercial information contained therein.

Generally, a settlement under Rule 9019(a) of the Federal Rules
of Bankruptcy Procedure should be approved if it is determined
to be fair and equitable and does not fall below the lowest
level of reasonableness, Mr. Schrock notes, citing Bauer v.
Commerce Union Bank, 859 F.2d 438, 441 (6th Cir. 1988); In re
Haven, Inc. 2005 WL 927666, at *3 (6th Cir. B.A.P. 2005); and
Dow Corning, 192 B.R. at 421.  The DaimlerChrysler Agreement
satisfies this standard, he asserts.

Mr. Schrock explains that the DaimlerChrysler Agreement resolves
a number of issues between the Debtors and DaimlerChrysler,
each, if left unresolved, would undoubtedly result in costly and
time-consuming litigation.

For example, He says, if the parties did not agree to the
DaimlerChrysler Agreement, the parties would likely become
embroiled in disputes over breaches of the Debtors' obligations
under numerous purchase orders and postpetition agreements.
Similarly, he points out, the Debtors would expect that, but for
the consideration provided under the DaimlerChrysler Agreement,
the parties would be required to litigate numerous disputes over
ownership rights of certain equipment currently held by the
Debtors.

The expenses incurred to resolve the numerous disputes would be
an additional burden to the estates and their creditors, Mr.
Schrock avers.  The DaimlerChrysler Agreement avoids these
disputes and the heavy encumbrance that the disputes would place
on their estates.

Here, the Debtors' decision to enter into the DaimlerChrysler
Agreement is clearly an exercise of their sound business
judgment as it is integral to and effectuates the customer
agreement, Mr. Schrock asserts.

He relates that, although the terms of the DaimlerChrysler
Agreement must remain confidential due to its sensitive
commercial terms, the customer agreement, together with the
DaimlerChrysler Agreement, provide the Debtors with numerous
benefits, including:

    (a) significant prepetition claim settlement amounts;

    (b) a recovery that will maximize the value of the Debtors'
        working capital; and

    (c) the continued support of DaimlerChrysler for the sale of
        the Debtors' businesses and the Plan.

                     About Collins & Aikman

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

On Aug. 30, 2006, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Dec. 22, 2006, they filed an Amended
Joint Chapter 11 Plan.  The Court approved the adequacy of the
Amended Disclosure Statement.  The Court has adjourned the hearing
to consider confirmation of the Amended Joint Plan to June 5,
2007.  (Collins & Aikman Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                      About DaimlerChrysler

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

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

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

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

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


FMF CAPITAL: Amherst Partners Engaged as Unit's Trustee
-------------------------------------------------------
FMF Capital Group Ltd. has engaged Amherst Partners, LLC, of
Birmingham, Michigan, to provide financial advisory services to
its subsidiary, FMF Capital LLC, and to act as trustee pursuant to
a Trust Mortgage in order to liquidate the remaining assets of FMF
Capital Group.

On March 9, 2007, FMF Capital announced that it had decided to
conduct an orderly wind-down of the business and operations of FMF
Capital LLC, the operating subsidiary of the company.

FMF Capital Group has already received the resignations of all
directors, managers and officers of the company and all of its
subsidiaries.  No one has been appointed to fill these positions.  
Amherst Capital, LLC, as trustee, will complete the wind-down of
the business and liquidation of any remaining assets.

FMF Capital Group Ltd. was a residential mortgage lending company
that originated and funded primarily nonconforming or "nonprime"
mortgage loans in the United States and sold those mortgage loans
to institutional loan purchasers.


FORD MOTOR: Denies Talks with BMW on Possible Volvo Sale
--------------------------------------------------------
Ford Motor Company has denied reports that it is in unofficial
discussions with German auto maker BMW to sell its Swedish unit
Volvo Car Corp, various papers disclose.

As reported in yesterday's Troubled Company Reporter, The
Financial Times and The Goteborgs Posten Daily related that
sources within Ford said the car producer is mulling over the sale
of Volvo to raise cash and return its North American operations to
profitability.

Analysts say that the sale of Volvo could raise about $8 billion,
Poornima Gupta of Reuters reports.

"Ford is not in discussions with BMW or any other carmaker
regarding interest in the Volvo Car Corp.," Ford spokesman John
Gardiner said, reading from a statement.  "We have seen this kind
of speculation for the past year, as Ford Motor Company has been
assessing our operations and portfolio -- as any good business
does and we will continue to do."

According to Jeremy van Loon of Bloomberg News, BMW AG's shares
went up 1.7% after the Financial Times reported that it is a
possible buyer of Volvo.

                        About Ford Motor Co.

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

                          *     *     *

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

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

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


FORD MOTOR: Production Ends at Windsor Casting Plant
----------------------------------------------------
Production at the 73-year-old Windsor Casting Plant ended as Ford
Motor Company continues to transform its North American automotive
operations into a profitable and sustainable business.  Ford is
moving away from in-house casting operations due to the
competitive realities of today's auto industry and the need to
focus on the core business.

During the last 73 years, the Windsor Casting Plant has produced
more than 50 million cylinder block castings and crankshafts for
Ford engines.   Windsor Casting Plant employees have demonstrated
leadership in their dedication to quality, environmental
stewardship and their commitment to the community.

"It is a tribute to the employees at the Windsor Casting Plant
that they have achieved outstanding productivity levels with
consistently high quality throughout this year, right down to the
last engine block produced," AdrianVido, Windsor site manager,
Ford Motor Company of Canada, Limited, said.  "The company's
decision to move away from in-house casting operations is based on
a thorough analysis of our business and a need to focus on our
core operations.  While difficult, these are the right actions for
Ford's future."

As reported in the Troubled Company Reporter on May 9, 2007, the
company also recently disclosed that it will end casting
production at the Ford facility in Cleveland, Ohio.

The Windsor Casting Plant opened in 1934 and most recently
employed 500 people.  It produces cylinder block castings for 4.2-
litre V6 engines and crankshafts for 4.2-litre V6, 5.4-litre V8,
3.0-litre V6, 4.6-litre V8 and 2.3-litre engines.  The plant is
also one of the largest recyclers of iron and steel in Southern
Ontario.  All the steel used in the cylinder blocks and
crankshafts is recycled material.

"For decades, workers at the Windsor Casting Plant have
demonstrated an unwavering commitment to quality workmanship and
pride in a job well done," Mike Vince, president, Canadian Auto
Workers Local 200, said.  "They leave the plant with their heads
held high."

Working with the CAW, Ford of Canada has offered financial
assistance packages worth up to $100,000 to help employees in
Windsor retire, or move their careers in new directions.  The
company has also partnered with the Ontario government to open an
employment counseling and training centre specifically for Ford
employees impacted by the restructuring.  Programs and services
for these workers include: job-search assistance, training
information, vocational and educational counseling, personal
support in dealing with the stress of job loss, financial
counseling and information about starting a small business.

"A key priority is to help our employees, their families and the
community through this difficult transition," Tom McWilliams,
manufacturing manager and a 24-year Ford veteran, including 17
years at Windsor Casting, said.  "It's simply the right thing to
do in a tough situation."

                       About Ford Motor Co.

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

                          *     *     *

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

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

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


FREMONT GENERAL: iStar Financial Cues Moody's Stable Outlook
------------------------------------------------------------
Moody's Investors Service changed the outlook on the ratings of
Fremont General Corporation and its subsidiaries to stable.
Fremont is rated B3 for senior debt.  Its bank subsidiary, Fremont
Investment & Loan, is rated E+ for financial strength and B1 for
deposits.  This concludes the review for downgrade that was
initiated on March 5, 2007, at which time the ratings were
downgraded to the current level.

The stable outlook follows the announcement that Fremont has
entered into a definitive agreement to sell its commercial real
estate lending business to iStar Financial Inc. (senior debt at
Baa2).  For the sale of its loan portfolio (net of allowance for
loan losses and deferred fees and costs), Fremont will receive
approximately $1.9 billion in cash, representing 30% of the net
portfolio, and a participation interest for the remaining 70% of
the portfolio.  In addition, Fremont announced the sale of a
minority interest in the company and the appointment of a new
senior management team.  Fremont also confirmed that Ellington
Capital Management is the acquiring party in the previously
disclosed letter of intent to sell its sub-prime residential real
estate business.  These actions are in part a response by Fremont
to the cease and desist order that the company obtained from the
FDIC on March 7, 2007.

Moody's said that it believes these developments are positive,
although there are still uncertainties regarding Fremont's future
strategic direction.  The actions are expected to improve
Fremont's ability to make dividends from the bank to the holding
company.  The holding company has $166.53 million of debt maturing
in March of 2009.  Positive rating pressure could emerge if
Fremont's new management team is able to develop and execute a
sustainable business model.


These ratings were confirmed:

   -- Fremont General Corporation -- senior debt at B3;

   -- Fremont Investment and Loan -- bank financial strength
      rating of E+, deposits of B1/NP, and issuer rating and
      other senior obligations of B2;

   -- Fremont General Financing I -- preferred stock of Caa2.

Fremont had reported consolidated assets of $13.5 billion as of
March 31, 2007.  It is headquartered in Santa Monica, California.


GABRIEL RESOURCES: Posts CDN$2.5 Million Net Loss in 1st Qtr. 2007
------------------------------------------------------------------
Gabriel Resources Ltd. reported a net loss of CDN$2.5 million on
zero revenues for the quarter ended March 31, 2007, compared to
CDN$1.8 million on zero revenues for the same prior year period.

The company says that the higher loss in 2007 reflects higher
corporate, general and administrative expenses and project
financing costs partially offset by higher interest income due to
higher cash balances during 2007 compared to 2006.  The company
will continue to incur losses until after commercial production
commences and revenues are generated.

During first quarter 2007, the company incurred a total of CDN$2.3
million for corporate general and administrative expenses,
compared to CDN$1.7 million in first quarter 2006.  Excluding the
effect of the change in value of the deferred share units, costs
increased by CDN$0.7 million due primarily to higher
communications, information technology and overhead costs.

                 Rosia Montana Project Development

The company has a mineral development property in Romania and is
presently developing its 80% owned Rosia Montana gold project.

The company incurred $0.3 million in project financing costs in
first quarter 2007 compared to $0.1 million in the first quarter
of 2006.  The company restarted project financing activities in
January 2006, toward a goal of finalizing project financing term
sheets in parallel with EIA approval, which is expected in the
summer 2007.

Overall, the company expects to incur costs of approximately $1
million for project financing activities in 2007, leading up to
the finalization of the term sheets.  The activities include
advisory services and completion of term sheet negotiations for
the various facilities under our financing plan.

                Liquidity and Capital Resources

The company's only sources of liquidity until it receives its
environmental permits for Rosia Montana are its cash balance,
bridge financing, exercise of warrants and stock options
outstanding, and the equity markets.  The company updated the cost
to construct the project in first quarter 2006 at US$638 million
and since then cost estimate has not materially changed.  To
complete the development of the project, the company will need
additional external financing.  The ability to develop Rosia
Montana hinges on the company's ability to raise the necessary
financing for construction.

At March 31, 2007, the company had a working capital of
CDN$213.6 million versus CDN$79.9 million at Dec. 31, 2006.  The
increase in working capital in 2007 relates to an equity offering
and exercise of warrants totaling $153.4 million, partially offset
by the loss incurred and the investment in capital assets and
mineral properties during the year.

In 2005, the company issued 15 million units, with each unit
consisting of one common share of the company and one-half of one
common share purchase warrant.  Each whole warrant entitled the
holder to acquire one common share at a price of CDN$2.75 at any
time on or before March 31, 2007.  A total of 7.5 million warrants
were listed and posted for trading on the Toronto Stock Exchange
under the trading symbol GBU.WT, signifying the first time the
company has listed warrants for trading.  If exercised, these
warrants would raise approximately $21 million of working capital
for the company.

Under the terms of the share warrant indenture, March 31, 2007
being a non business day, the expiry date was extended to the next
business day, April 2, 2007.

A total of 1.6 million of the 7.5 million warrants were exercised
at March 31, 2007 adding $4.8 million to the company's treasury.  
On April 2, 2007 a further 5.85 million warrants were exercised
for total proceeds of $16.1 million.

                     About Gabriel Resources

Gabriel Resources Ltd. (TSX:GBU.WT) --
http://www.gabrielresources.com/-- is a Canadian based resource  
company engaged in the exploration and development of mineral
properties in Romania and is presently developing its 80% owned
Rosia Montana gold project.  Since acquiring the exploitation
license, the company has been focused on identifying and defining
the size of the four ore bodies, engineering to design the size
and scope of the Project, environmental assessment and permitting,
rescue archaeology as well as surface rights acquisitions.

                         *     *     *

In the going concern paragraphs of its quarterly financial
statements for the three months ended March 31, 2007, the company
raised substantial doubt about its ability to continue as a going
concern.  The company said that it does not have sufficient cash
to fund the development of its Romanian Project and therefore will
require additional funding which if not raised would result in the
curtailment of activities and result in Project development
delays.


GENCORP INC: Moody's Rates Proposed $280 Million Loans at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating GenCorp Inc.'s
proposed senior secured credit facility, which consists of an
$80 million revolving facility due 2012, a $75 million term loan
due 2013, and a $125 million synthetic letter of credit facility
due 2013.  At the same time, Moody's affirmed all ratings of
GenCorp, Inc., Corporate Family Rating of B2, and has lowered the
ratings outlook to Negative.

The ratings reflect GenCorp's substantial debt levels relative to
the company's size and earnings base, thin retained cash flow and
a recent history of negative free cash flow generation.  Ratings
are further constrained by operating margins that are low relative
to this industry sector, and uncertainties surrounding sizeable
(albeit largely reimbursable) environmental liabilities.  Ratings
are supported by strong revenue visibility as implied by a large
backlog as well as Aerojet's position as a key supplier of solid
and liquid rocket propulsion systems for both defense and space
systems application in the U.S.  

In addition, GenCorp's substantial real estate holdings in the
Sacramento, CA area provide further support to the ratings as they
could provide the company with the ability to reduce debt
materially over the long run if the company completes its re-
zoning, entitlement, and monetization over the next few years.  
However, support of the ratings from the value of real estate
holdings has deteriorated due to the softening in the Sacramento,
CA, real estate market and also since specific monetization events
have not yet been outlined by the company.

The negative rating outlook, which was changed from stable,
reflects Moody's concerns that GenCorp's weak credit profile and
the decline in the implicit protection provided by the company's
real estate holdings. Moody's is concerned that near term cash
flow may not improve to levels more typical of B2 rated companies.  
Weak margins (under 7%) and uncertainty regarding the timing of
replacement contracts for maturing programs could continue to
constrain retained cash flow. Free cash flow could improve but
working capital usage, typically large in the early stages of new
contracts, could lead to continuation of recent negative free cash
flow results.  Supporting the rating is the company's strong
liquidity (approximately $74 million in unrestricted cash as of
February 2007 and the new and unused $80 million line of credit).

Moody's notes that past negative free cash flow has been offset by
asset sales and the issuance of new equity.  The company's primary
assets are its Aerojet operating unit and real estate.  Softness
in the Sacramento real estate markets and the on-going entitlement
process has led Moody's to reevaluate of the value and liquidity
of the company's real estate holdings.  Moody's anticipates that
sales of real estate will be limited over the near term and could,
if pursued in a distressed scenario, be undertaken at values
substantially below market.

A downward revision in the ratings would likely occur if the
companies were not to achieve sales growth and margin improvement
goals, resulting in fiscal year 2007 leverage (Debt/EBITDA)
remaining at 7 times or above, EBIT/Interest coverage remaining
below 1.5 times, and retained cash flow of less than 8% of total
debt.  A downgrade could also be prompted by sustained negative
free cash flows over the next 6-12 months.  In addition, ratings
could be lowered due to a large increase in debt for any reason,
or a materially adverse development in the company's business
operations that would result in loss of business or a substantial
strain on GenCorp's liquidity.

Ratings or their outlook could be stabilized if the company were
to demonstrate sustained retained cash flow generation of at least
8% of debt while the company improves its operating margins.  A
stable outlook would also require a leverage to fall below 6 times
Debt/EBITDA. Further ratings upgrades would require substantial
reduction in debt, possibly facilitated by proceeds from the sale
of a material portion of its real estate holdings.

These ratings have been affirmed/revised:

   -- Senior subordinated notes, at B1 (LGD3, 37%);
   -- Convertible subordinated notes, at Caa1 (LGD5, 78%);
   -- Corporate Family Rating at B2;
   -- Probability of Default Rating at B2.

These ratings have been assigned:

   -- Senior secured credit facilities, at Ba2 (LGD2, 12%).

These ratings have been withdrawn:

   -- Existing senior secured credit facilities, previously           
      rated Ba2.

GenCorp Inc., headquartered in Rancho Cordova, Ca, is a
technology-based manufacturer of aerospace and defense products
and systems with a real estate business segment that includes
activities related to the re-zoning, entitlement, sale, and
leasing of the Company's excess real estate assets.


GOLDEN NUGGET: Extends Senior Notes Tender Offer to June 12
-----------------------------------------------------------
Golden Nugget Inc. has extended the expiration date of the cash
tender offer and consent solicitation for its outstanding 8.75%
Senior Secured Notes due 2011.  The tender offer and consent
solicitation will now expire at midnight, New York City time, on
June 12, 2007, unless terminated or further extended.
    
As of 5:00 p.m., New York City time, on May 29, 2007, tenders and
consents had been received with respect to $149.5 million
aggregate principal amount of the Notes.
    
Pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement, as a result of the extension of the tender
offer for ten business days from the previously scheduled
expiration date, the price determination date was extended and the
total consideration for the Notes as described in the Statement
was recalculated.
    
The total consideration for the Notes was now determined as of
2:00 p.m., New York City time, on May 29, 2007.  The total
consideration, excluding accrued and unpaid interest, for each
$1,000 principal amount of Notes validly tendered on or prior to
the consent payment deadline, which was May 14, 2007, is
$1,057.61, which includes a $30 consent payment.  The total
consideration was determined using a yield equal to a fixed spread
of 50 basis points plus the bid side yield to maturity of the
4.25% U.S. Treasury Note due Nov. 30, 2007.  Holders who validly
tender their Notes will receive accrued and unpaid interest from
the most recent interest payment date for the Notes to, but not
including, the payment date for the Notes.

Wachovia Securities is acting as exclusive dealer manager and
solicitation agent for the tender offer and the consent
solicitation.  The information agent and tender agent for the
tender offer is D.F. King & Co.Inc.  Questions regarding the
tender offer and consent solicitation may be directed to the
Wachovia Securities Liability Management Group, telephone
number 866-309-6316 (toll free) and 704-715-8341 (call collect).
Requests for copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be directed to
D.F. King & Co., Inc., telephone number 800-758-5378 (toll free)
and 212-269-5550 (call collect).

                        About Golden Nugget

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

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on Las Vegas-based Golden Nugget Inc.
to 'B+' from 'BB-'.  In addition, the ratings for Golden Nugget
will remain on CreditWatch with negative implications, where they
were placed on March 16, 2007.


GOLDEN NUGGET: Moody's Holds B2 Corporate family Rating
-------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Golden Nugget, Inc, in addition to taking these rating actions:

Ratings affirmed and remain under review for possible downgrade
are:

   -- Corporate family rating rated B2;

   -- Probability of default rating rated B2;

-- $155 million, 8.75% senior secured 2nd lien, notes due
      Dec. 1, 2011, rated B3.

Ratings assigned and placed under review for possible downgrade
are:

   -- $50 million guaranteed 1st lien revolving credit facility
      due 2013, rated B1/ 32.19%/LGD-3;

   -- $210 million guaranteed 1st lien term loan due 2014, rated
      B1/ 32.19%/LGD-3;

   -- $120 million guaranteed 1st lien delayed-draw term loan
      due 2014, rated B1/ 32.19%/LGD-3;

-- $165 million guaranteed 2nd lien term loan due 2014, rated  
   Caa1/ 85.61%/LGD-5.

The B2 corporate family rating reflects the company's weak debt
protection metrics pro-forma for the proposed re-financing, modest
scale, and limited geographic diversification.  However, the
ratings also incorporate Golden Nuggets improved operating
performance, significant facility renovations to date, property
and brand recognition, and reasonable liquidity.

The review for possible downgrade reflects the company's inability
to provide audited and reviewed financial statements to the SEC,
its bank group, and bondholders in a timely manner. In the event
Golden Nugget successfully completes the review of its financial
statements, absent any materials issues, and files audited
statements with the SEC in a timely manner, while operating
performance continues to improve the outlook could change to
stable.

Moody's will also withdraw its ratings on the $155 million, 8.75%
senior secured 2nd lien, notes due Dec. 1, 2011, upon the full
repayment of the notes with proceeds from the proposed re-
financing.

Headquartered in Las Vegas Nevada, Golden Nugget, Inc., a wholly
owned unrestricted subsidiary of Landry's Restaurants, Inc., owns
and operates the Golden Nugget hotel, casino, and entertainment
resorts in downtown Las Vegas and Laughlin, Nevada.  For the year
ended December 31, 2006, the company reported unaudited revenues
and operating income of approximately $259 million and
$36.5 million, respectively.


GREENWICH CAPITAL: S&P Rates $3.9 Million Class L Certs. at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Greenwich Capital Commercial Mortgage Trust 2007-RR2's
$528.7 million commercial mortgage-backed securities pass-through
certificates series 2007-RR2.
     
The preliminary ratings are based on information as of May 29,
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 securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 63 classes of
pass-through certificates taken from 29 CMBS transactions.
     
    
                  Preliminary Ratings Assigned
        Greenwich Capital Commercial Mortgage Trust 2007-RR2
   
         Class     Rating      Amount    Recommended credit
                                              Support
         -----     ------      ------     -----------------
         A-1FL     AAA      $317,232,000       17.38%
         A-2       AAA       $79,308,000       17.38%
         A-3       AAA       $40,315,000       17.38%
         B         AA+       $16,523,000       14.00%
         C         AA         $6,609,000       11.25%
         D         AA-        $4,626,000       10.38%
         E         A+        $11,235,000        8.50%
         F         A          $4,627,000        7.75%
         G         A-        $11,235,000        7.00%
         H         BBB+       $9,253,000        5.25%
         J         BBB        $3,965,000        4.50%
         K         BBB-       $5,287,000        3.25%
         L         BB+        $3,966,000        1.88%
         M         BB         $2,643,000        1.50%
         N         BB-        $1,322,000        1.13%
         O         B+         $3,305,000        0.75%
         P         B          $1,982,000        0.50%
         Q         B-           $661,000        0.25%
         S         NR         $4,627,000         N/A
         X         AAA      $528,721,000         N/A
   

                        NR -- Not rated.
                     N/A -- Not applicable.


HEALTH MANAGEMENT: Burke Whitman Promoted to Chief Exec. Officer
----------------------------------------------------------------
Health Management Associates Inc. has promoted Burke W. Whitman,
51, to chief executive officer, effective June 1, 2007.  Mr.
Whitman joined the company in January 2006, as president and chief
operating officer.  He will now serve as president and chief
executive officer.  

Prior to joining Health Management, Mr. Whitman was executive vice
president and chief financial officer for a major hospital
company.  He also serves as a colonel in the U.S. Marine Corps
Reserve and served on active duty in Iraq in 2005.  The board of
directors has also appointed Mr. Whitman to serve as a board
member.  Mr. Whitman holds a BA degree from Dartmouth College and
an MBA from Harvard University.
    
Joseph V. Vumbacco, 61, vice chairman, joined HMA in January 1996,
and has served as HMA's chief executive officer for over six
years. Mr. Vumbacco will continue as vice chairman and will assume
new responsibilities including consulting on construction
projects, legal issues and Federal and state governmental
relations.
    
HMA owns and operates general acute care hospitals in non-urban
communities located throughout the United States.  HMA currently
operates 61 hospitals in 16 states with approximately 8,700
licensed beds.
    
                 About Health Management Associates  

Health Management Associates Inc. (NYSE: HMA) --  
http://www.hma-corp.com/-- owns and operates general acute care    
hospitals in non-urban communities located throughout the United  
States.  Upon completion of the pending transaction to sell the  
125-bed Southwest Regional Medical Center, the 103-bed Summit  
Medical Center, and the 76-bed Williamson Memorial Hospital, HMA  
will operate 57 hospitals in 14 states with about 8,300 licensed  
beds.

                          *     *     *

Health Management Associates Inc.'s proposed senior secured credit  
facilities carry Moody's Investors Service Ba2 rating.  HMA also  
carries Moody's Ba3 Corporate Family Rating.  The outlook for the  
ratings is stable.


HEMOSOL CORP: CCAA Protection Further Extended to June 4
--------------------------------------------------------
PricewaterhouseCoopers Inc. in its capacity as interim receiver of
the assets, property and undertaking of Hemosol Corp. and its
affiliate Hemosol LP, disclosed that the Ontario Superior Court of
Justice has extended Hemosol's Companies' Creditors Arrangement
Act stay of proceedings until June 4, 2007.

The extension of the stay will allow the discussions between the
Receiver and Catalyst Fund Limited Partnership II for the
acquisition of the business and assets of Hemosol to continue.

At this time, it is uncertain whether the transaction will take
the form of an asset transfer and sale, a plan of compromise
pursuant to the CCAA, a plan of arrangement pursuant to the
Business Corporations Act (Canada), or a combination of some or
all of these steps.  The parties are expected back in Court on
June 4, 2007 to agree on a timeline for the completion of the
transaction and related motions.

Hemosol Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/
-- is an integrated biopharmaceutical developer and manufacturer
of biologics, particularly blood-related protein based
therapeutics.  Information on Hemosol's restructuring is available
at http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html/

Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make
a Proposal Pursuant to Section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The company had defaulted in
the payment of interest under its $20 million credit facility.
Hemosol said that it would require additional capital to
continue as a going concern and is in discussions with its
secured creditors with respect to its current financial position.
On Dec. 5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the companies.


HOMETOWN COMMC'L: S&P Rates $1.1 Mil. Class G Certificates at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Hometown Commercial Trust 2007-1's $147.63 million
commercial mortgage pass-through certificates series 2007-1.
     
The preliminary ratings are based on information as of May 29,
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.  Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.18x, a beginning LTV of 99.1%,
and an ending LTV of 89.1%.  The pool includes one loan that
consists of related loans that are cross-defaulted and cross-
collateralized with each other.
    

                    Preliminary Ratings Assigned
                  Hometown Commercial Trust 2007-1
   
        Class    Rating         Amount   Recommended credit
                                              Support
        -----    ------         ------    ----------------
          A       AAA        $125,120,000     13.875%
          B       AA           $3,322,000     11.250%
          C       A            $4,613,000      8.500%
          D       BBB+         $3,876,000      6.000%
          E       BBB          $1,476,000      5.000%
          F       BBB-         $1,845,000      3.750%
          X       AAA        $147,634,655        N/A
          G       BB+          $1,108,000      3.125%
          H       BB             $553,000      3.000%
          J       BB-            $738,000      2.375%
          K       B+             $370,000      2.000%
          L       B              $553,000      1.875%
          M       B-             $738,000      1.500%
          N       NR           $3,322,655      0.000%
      

                     N/A -- Not applicable.
                        NR -- Not rated.


HOST HOTELS: Increases Credit Facility and Extends Maturity Date
----------------------------------------------------------------
Host Hotels & Resorts, Inc. successfully amended its existing bank
credit facility for Host Hotels & Resorts, L.P. to increase the
size, extend the maturity and modify the terms of the facility,
including lowering the rate of interest on borrowings.

The size of the facility has been increased to $600 million, with
an accordion feature that allows for additional borrowing capacity
up to $1 billion.

The facility's maturity has been extended three years to September
2011, and also may be extended under certain circumstances for an
additional year.

The interest rate spread for LIBOR-based borrowings under the
amended facility has been reduced to 65 to 150 basis points over
LIBOR, depending on the Company's leverage ratio, a reduction from
200 to 375 basis points under the existing facility, and the
unused commitment fee on the facility ranges from 10 to 15 basis
points.

Upon closing, the interest rate spread for LIBOR-based borrowings
on the facility will be 65 basis points based on the Company's
current leverage ratio.

Like the existing facility, the amended facility contains a sub-
limit for borrowings in Canadian Dollars, and, in addition, the
amended facility contains a sub-limit for borrowings in Euros and
British Pounds Sterling.

There are currently no amounts outstanding under the facility.

Deutsche Bank Securities Inc., Banc of America Securities LLC and
Citicorp North America Inc. acted as joint-lead arrangers and
joint
book running managers.

Host Hotels & Resorts, Inc. -- http://www.hosthotels.com/--
(NYSE:HST) is a lodging real estate investment trust and owns
luxury and upper upscale hotels.  The company currently owns 121
properties with approximately 64,000 rooms, and also holds a
minority interest in a joint venture that owns seven hotels in
Europe with approximately 2,700 rooms.  Guided by a disciplined
approach to capital allocation and aggressive asset management,
the company partners with premium brands such as Marriott(R),
Ritz-Carlton(R), Westin(R), Sheraton(R), W(R), St. Regis(R), The
Luxury Collection(R), Hyatt(R), Fairmont(R), Four Seasons(R),
Hilton(R) and Swissotel(R)* in the operation of properties in over
50 major markets worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on May 7, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Host Hotels to positive from stable.  All ratings on the company,
including the 'BB' corporate credit rating, were affirmed.


INCYTE CORPORATION: March 31 Balance Sheet Upside-Down by $104.5MM
------------------------------------------------------------------
Incyte Corporation's balance sheet as of March 31, 2007, showed
$324.9 million in total assets, $429.4 million in total
liabilities, and $104.5 million in total stockholders' deficit.

As of March 31, 2007, cash, short-term and long-term marketable
securities totaled $304.9 million, compared to $329.8 million as
of Dec. 31, 2006.

During the first quarter of 2007, the company used $24.9 million
in cash and marketable securities.  The company's cash use
guidance of $88 million to $95 million for 2007 remains unchanged.  
This guidance excludes the in-license or purchase of products, and
any funds received from our collaboration with Pfizer.

                    First Quarter Results

Total revenues for the quarter ended March 31, 2007 were
$7.4 million as compared to $6.5 million for the same period in
2006. The increase was primarily the result of revenues recognized
under our collaborative research and license agreement with
Pfizer.

The net loss for the quarter ended March 31, 2007, was
$22.1 million, as compared to $17.3 million for the same period in
2006, which included a $5.5 million gain from the sale of a
portion of a strategic investment.

Included in the net loss for the quarter 2007, was $2.2 million of
non-cash expense related to the impact of expensing share-based
payments, including employee stock options, as compared to
$2.3 million for the same period in 2006.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?2065

                           About Incyte

Based in Wilmington, Delaware, Incyte Corporation (Nasdaq: INCY)
-- http://www.incyte.com/-- is a drug discovery and development  
company with a growing pipeline of oral compounds to treat HIV,
inflammation, cancer and diabetes.


INDEVUS PHARMA: March 31 Balance Sheet Upside-Down by $143.6MM
--------------------------------------------------------------
Indevus Pharmaceuticals Inc. had total assets of $76.4 million,
total liabilities of $220 million, of which $126,000 is minority
interest, and $143.6 million in total stockholders' deficit as of
March 31, 2007.

At March 31, 2007, the company had consolidated cash and cash
equivalents totaling about $59 million.

The company reported revenues of $11.2 million and a consolidated
net loss of $12.4 million for the second quarter ended March 31,
2007.  This compares to revenues of $14.4 million and a
consolidated net loss of $11.2 million for the quarter ended March
31, 2006.

During the second quarter ended March 31, 2007, the company's
marketing partner, Esprit Pharma, did not require shipment of
bottles of SANCTURA due to the adequate inventory level in advance
of the anticipated approval and launch of SANCTURA XR, the once-
daily formulation of SANCTURA.  

For the six months ended March 31, 2007, the company reported
revenues of $24.4 million and a consolidated net loss of $22.7
million, as compared with revenues of $23.4 million and a
consolidated net loss of $23.2 million for the six months ended
March 31, 2006.

A full-text copy of the company's second quarter report is
available for free at http://ResearchArchives.com/t/s?2067

"This has been one of the busiest and most productive periods in
the recent history of the company," said Glenn L. Cooper, M.D.,
chairman and chief executive officer of Indevus.  "Completing the
acquisition of Valera as well as the successful progress on
multiple clinical programs provides many opportunities for
Indevus.

"The recent approval of SUPPRELIN LA is an exciting event for the
Company and there are many more important milestones remaining
this year," continued Dr. Cooper.  "We are looking forward to
submitting our NDA for NEBIDO this summer and we are positioning
ourselves for the launch of SANCTURA XR in September assuming
approval on the August 13, 2007 FDA action date.  In addition, we
have recently submitted a sNDA for VALSTAR and we are planning to
reintroduce the product in late-2007 or early-2008.  We are
clearly making meaningful progress in building a urology and
endocrinology focused specialty pharmaceutical company."

                   About Indevus Pharmaceuticals

Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc.
(NASDAQ: IDEV) -- http://www.indevus.com/-- acquires, develops,  
and markets biopharmaceutical products.  The company, instead of
developing new drugs based on its neuroscience research, buys drug
rights from other pharmaceutical developers.


INDYMAC BANK: DBRS Places BB Rating on $500 Million Pref. Stock
---------------------------------------------------------------
Dominion Bond Rating Services has assigned a BB (high) rating to
IndyMac Bank, F.S.B.'s anticipated $500 million non-cumulative
perpetual Preferred Stock.

The stock offering is expected to close on May 30, 2007.  The
trend is Positive.

DBRS views the additional capital as positive as it will provide
the company with an additional equity cushion and qualify as Tier
1 capital.

Based on the company's March 31, 2007 balance sheet, Tier 1
capital would have increased by 23% from $2.1 billion to
$2.6 billion and its Tier 1 capital ratio would have increased
from 7.41% to 8.99%.

IndyMac Bank is a wholly owned subsidiary of IndyMac Bancorp,
Inc.


INDYMAC HOME: Moody's Cuts Rating Class B-1 & B-2 Certificates
--------------------------------------------------------------
Moody's Investors Service downgraded two certificates from an
IndyMac deal issued in 2002, and placed on watch for possible
downgrade one certificate from an IndyMac deal issued in 2000.
Collateral in the 2000 deal represents first lien, adjustable rate
subprime mortgages.  The 2002 deal is backed by mostly first lien,
fixed and adjustable rate subprime mortgages.

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

Complete rating actions are:

Watch for possible downgrade:

   * Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed
     Trust, Series SPMD 2000-C

     -- Class MV-2, currently B2;

Downgrade:

   * Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed
     Trust, Series SPMD 2002-B

     -- Class B-1, downgraded to B1 from Baa2;
     -- Class B-2, downgraded to B3 from Baa3.


INFOUSA INC: CEO Says Dolphin Is Seeking Ways to Make a Quick Buck
------------------------------------------------------------------
Vinod Gupta, chief executive officer of infoUSA Inc., issued a
statement in response to continued attacks on the company by hedge
fund Dolphin Limited Partnership and its front man, Don Netter.

"Dolphin is an opportunistic hedge fund that typifies what's wrong
with Wall Street these days," Mr. Gupta stated.  "Claiming to be
crusading for the interests of investors, waving the banner of
"corporate governance," Dolphin looks to make a quick buck.  It is
no wonder ordinary investors are cynical about hedge funds, with
their greenmail tactics and efforts to trade on inside
information.  Certainly, it is disconcerting to receive
communications from Dolphin claiming to know what is best for the
future of infoUSA.  Then to be confronted with the reality that,
according to Thompson Financial in the first quarter of this year,
Dolphin reduced its holdings in infoUSA by 185,301 shares.  Mr.
Netter is talking out of both sides of his mouth."

"It is ironic that Mr. Netter should direct his attacks at me --
the true 'loyal shareholder.'  I am the founder of the Company and
my financial fate, and that of my family, quite literally depends
on the Company's success.  infoUSA shares are not some small piece
of a billion-dollar fund that I manage.  Unlike Mr. Netter, I am
not a quick-buck artist who can profit from damaging the
reputation of the Company. The only way I can succeed is by truly
enhancing the value of the company over the long term. It seems to
me easy to tell who really has the interests of all shareholders
at heart."

                          About infoUSA

Headquartered in Omaha, Nebraska, infoUSA Inc. (NASDAQ: IUSA) --
http://www.infoUSA.com/-- provides business and consumer  
information products, database marketing services, data processing
services and sales and marketing solutions.  Founded in 1972,
infoUSA owns a proprietary database of 250 million consumers and
14 million businesses under one roof.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to infoUSA Inc.'s senior secured term loan B due 2012,
following an increase in the existing loan to $175 million from
$100 million.  The loan rating is 'BB' and the recovery rating is
'3', reflecting the expectation for a meaningful recovery of
principal in the event of a payment default.  


INFOUSA INC: ISS Tells Shareholders to Vote Against Incentive Plan
------------------------------------------------------------------
Dolphin Limited Partnership I, L.P. and Dolphin Financial
Partners, L.L.C., long-term holders with 2 million shares (3.6%)
of infoUSA Inc., disclosed that Institutional Shareholder
Services, an independent proxy advisory service, recommended that
shareholders WITHHOLD on ALL infoUSA management nominees and vote
AGAINST the 2007 Omnibus Incentive Plan.  ISS also endorsed
Dolphin's proposed infoUSA Shareholder Bill of Rights as "best
practices for all companies, but a significant safeguard with a
controlling shareholder who appears entrenched."

Dolphin said in a statement, "For two consecutive years, ISS has
fully supported Dolphin's positions after meeting independently
with both management and Dolphin.  In last year's election,
Dolphin received a clear mandate of unaffiliated shareholders with
over 90% of these votes (nearly a 13:1 margin).  It is as clear as
ever that InfoUSA CEO Vinod Gupta and the infoUSA board still
require 'an injection of objectivity, accountability and fairness
towards all shareholders.'  If the CEO and the board have been
unable to generate a meaningful return for shareholders in ten
years, then it appears that we either need a new CEO or an
alternative strategic process that will maximize value for all
shareholders."

ISS itself said in its May 25, 2007 report:

              The Termination of the Special Committee

"...The special Committee process was most troubling for us.  None
of the actual members of the special committee voted to disband
the special committee-the only votes to disband came from outside
the special committee.  Two of the directors who voted to disband
were not independent by ISS standards, and one of those directors
is a controlling shareholder who made the offer for the Company...  
A board that sets up a special committee to independently examine
a takeover bid should not disband that committee solely because it
comes to a conclusion that is unpalatable to those that are
outside the committee; to hold otherwise would be to imply that a
special committee exists solely to rubber-stamp a process.  We
note that the Company had no valid answer for why the special
committee was not allowed to conduct a market check as part of its
evaluation of Mr. Gupta's offer as directed by its advisors."

     Mr. Gupta's Exemption from the Shareholder's Rights Plan

"The scheduled expiration of the pill [July 21, 2007] removes an
additional protection for shareholders against Mr. Gupta's
potential control of the Company. Given Mr. Gupta's track record,
it is imperative that the pill be renewed and adopted with no
exemptions.  ISS continues to be perplexed as to why the Company
has not taken any meaningful steps to remove the exemption for Mr.
Gupta...."

                   Related Party Transactions

"Last year, we noted that the Company chose to buy from the CEO
the property that created many of the related party transactions
(the boat, the plane[s], the sky box) rather than simply
eliminating them...  The company should adopt a zero tolerance
policy on related party transactions that benefit Mr. Gupta at
shareholders costs."

                           Governance

"The company has in place certain provisions which are not in
shareholders' best interests.  These include the following: the
company has a classified board; shareholders do not have
cumulative voting rights...; and shareholders do not have the
ability to call special meetings or act by written consent.  
Further, over the past year the company does not appear to have
formally explored strategic alternatives since Mr. Gupta's offer
to take the company private.

"Dolphin's proposed Bill of Rights...are typically best practices
for all companies, but become significant safeguards at companies
which include a controlling shareholder who appears entrenched."

              infoUSA's 2007 Omnibus Incentive Plan

"In the absence of public disclosure regarding Mr. Gupta's
ineligibility to receive equity grants, approval of the plan could
authorize the Compensation Committee to issue further grants to
Mr. Gupta thus perpetuating his ability to take majority control
of the Company, which is not in shareholders' best interests."
    
                       ISS's Conclusion

"The overwhelming lack of support for management's nominees from
the unaffiliated shareholder base in last year's proxy contest
sends a strong signal to the board that shareholders are not
satisfied with the governance at the Company. Since the [2006]
proxy contest, the company has not taken sufficient steps in
addressing shareholder concerns...  We note that all of
management's nominees have served on the board for over a year and
the board has perpetuated an environment which entrenches the CEO.  
We recommend shareholders withhold votes from management's
nominees for ignoring a clear mandate from unaffiliated
shareholders."

Dolphin continued, "Given the overwhelming factual evidence
concerning Mr. Gupta's and the board's disregard for unaffiliated
shareholders, it appears that the logical imperative for all
unaffiliated infoUSA shareholders is to withhold votes from all of
management's nominees, vote against the 2007 Omnibus Incentive
plan and support The infoUSA Shareholder Bill of Rights.''

Dolphin urges all infoUSA shareholders to WITHHOLD votes from all
management's nominees and vote AGAINST the 2007 Omnibus Incentive
Plan-Support The infoUSA shareholder Bill of Rights.

                          About infoUSA

Headquartered in Omaha, Nebraska, infoUSA Inc. (NASDAQ: IUSA) --
http://www.infoUSA.com/-- provides business and consumer  
information products, database marketing services, data processing
services and sales and marketing solutions.  Founded in 1972,
infoUSA owns a proprietary database of 250 million consumers and
14 million businesses under one roof.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to infoUSA Inc.'s senior secured term loan B due 2012,
following an increase in the existing loan to $175 million from
$100 million.  The loan rating is 'BB' and the recovery rating is
'3', reflecting the expectation for a meaningful recovery of
principal in the event of a payment default.  


INSIGHT HEALTH: Extends Unit's Notes Exchange Offer to July 31
--------------------------------------------------------------
InSight Health Services Holdings Corp. has extended its offer to
exchange shares of its subsidiary's common stock at 5:00 p.m., New
York City time, on July 31, 2007.

The transaction relates to InSight Health Services Corp.'s $194.5
million aggregate principal amount of 9 7/8% Senior Subordinated
Notes due 2011.  The terms of the exchange offer remain the same
and are described in the amended prospectus and solicitation
statement filed with the Securities and Exchange Commission on
May 2, 2007.  InSight commenced the exchange offer on
March 21, 2007.  As of May 21, 2007, approximately $163.5 million
of Notes had been tendered to the exchange agent.

                       About InSight Health

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

                         *     *     *

As reported in the Troubled Company Reporter on May 21, 2007,  
Insight Health Services Holdings Corp.'s balance sheet at
March 31, 2007, showed $342,080,000 in total assets and
$551,667,000 in total liabilities, resulting in a $209,587,000
total stockholders' deficit.


INTERMUNE INC: March 31 Balance Sheet Upside-Down by $54.7 Million
------------------------------------------------------------------
InterMune Inc. recorded total stockholders' deficit of
$54.7 million, from total assets of $249.3 million and total
liabilities of $304 million as of March 31, 2007.

The company reported a net loss for the first quarter of 2007 of
$20.8 million, as compared with a net loss of $12.8 million in the
first quarter of 2006.  Total revenue in the first quarter of 2007
was $20.3 million, or $4 million lower than in the first quarter
of 2006, primarily reflecting reduced sales of Actimmune(R)
(interferon gamma-1b).

First quarter 2007 research and development expenses were
$29.4 million, which was $7.9 million, or 37%, higher than in the
first quarter of 2006, primarily because there was no patient
enrollment in CAPACITY, the company's Phase 3 clinical development
program in idiopathic pulmonary fibrosis, in the first quarter of
2006.

As of March 31, 2007, InterMune had cash, cash equivalents and
available-for-sale securities of about $211.1 million.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?2068

Dan Welch, president and chief executive officer of InterMune,
said, "In the first quarter we enhanced the chances for the
success of CAPACITY by increasing the statistical power of this
Phase 3 program for pirfenidone.  We also brought our protease
inhibitor program into the clinic, dosing patients in the first
clinical study of ITMN-191 in humans.  Having moved quickly and
aggressively to cut operating expenses in response to the
discontinuation of the Phase 3 INSPIRE trial of Actimmune(R) in
IPF and expected impact on future revenue, we have taken the
necessary steps to preserve cash to finance our promising research
and development portfolio."

                       About InterMune Inc.

Brisbane, Calif.-based InterMune Inc. (Nasdaq: ITMN) --
http://www.intermune.com/-- a biotechnology company, engages in  
the research, development, and commercialization of therapies in
pulmonology and


ISTA PHARMACEUTICALS: March 31 Balance Sheet Upside-Down by $15MM
-----------------------------------------------------------------
ISTA Pharmaceuticals Inc.'s balance sheet as of March 31, 2007,
reflected $47.8 million total assets, $62.8 million total
liabilities, and $15 million total stockholders' deficit.

The company reported net revenue for the three months ended March
31, 2007, of $10.3 million, a 91% increase over net revenue for
the three months ended March 31, 2006.  In addition, during the
first quarter of 2007, ISTA reported positive and statistically
significant results from its Xibrom once-daily Phase III clinical
studies and completed the enrollment of its Phase II/III study for
bepotastine for allergy and its Phase IIb confirmatory study for
ecabet sodium for dry eye.

Net loss for the quarter ended March 31, 2007, was $11.5 million,
as compared with a net loss of $10.7 million for the quarter ended
March 31, 2006.  

At March 31, 2007, ISTA had cash and short-term investments of
$27.6 million, plus $4.8 million in restricted cash.

First Quarter 2007 Commercial Highlights:

     -- Completed previously announced expansion of ISTA's sales
        force;

     -- Increased net revenue by 91%, as compared to the first
        quarter of 2006;

     -- Xibrom dollarized total prescriptions, as measured by IMS,
        were $8.6 million in the first quarter of 2007, as
        compared to $6.8 million in the fourth quarter of 2006 and
        $3.3 million in the first quarter of 2006; and

     -- Istalol dollarized total prescriptions, as measured by
        IMS, were $2.5 million in the first quarter of 2007, as
        compared to $2.2 million in the fourth quarter of 2006 and
        $1.5 million in the first quarter of 2006.

2007 Catalysts:

     -- Anticipate FDA response on T-Pred by the action date of
        May 3, 2007, and if approved, launch is planned for the
        second half of 2007;

     -- Expect top-line results from ecabet sodium Phase IIb
        confirmatory study in the second quarter of 2007;

     -- Anticipate announcement of results from bepotastine Phase
        II/III study for ocular allergy in the second quarter of
        2007;

     -- Expect to file the Xibrom QD, once-daily, supplemental New
        Drug Application (sNDA) in the second half of 2007; and

     -- Anticipate initiation of pilot study for strong steroid
        and, if study results are timely and positive, advance
        into Phase II/III clinical studies in the second half of
        2007.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?2069

"We view 2007 as a year of catalysts and continued commercial
success that we believe will facilitate ISTA's future growth.  On
the commercial side of our business, Xibrom and our other products
continue to show significant sales growth," stated Vicente Anido,
Jr., Ph.D., ISTA's president and chief executive officer.  "On the
development front, we have a number of important, near-term
company milestones that will set the stage for ISTA for 2008 and
beyond.  These milestones begin with the potential approval and
launch of T-Pred and the anticipated filing of the sNDA for Xibrom
QD (once-daily) in the second half of 2007. Additionally, we will
have a strong sense of the pipeline products ISTA may accelerate
in development when we announce the clinical results from the
bepotastine, the strong steroid, and the ecabet sodium studies
this year.  We believe 2007 will be one of the most exciting years
we have ever had."

                     About ISTA Pharmaceuticals

ISTA Pharmaceuticals Inc. (Nasdaq: ISTA) --
http://www.istavision.com/-- is an ophthalmic pharmaceutical  
company.  ISTA's products and product candidates addressing the
$3.2 billion U.S. prescription ophthalmic industry include
therapies for inflammation, ocular pain, glaucoma, allergy, dry
eye, and vitreous hemorrhage.  The company currently markets three
products and is developing a product pipeline.


ITRON INC: Ernst & Young Replaces Deloitte & Touche as Accountant
-----------------------------------------------------------------
Itron Inc. selected Ernst & Young LLP to replace Deloitte & Touche
LLP as the company's independent registered public accounting
firm, subject to E&Y's acceptance of the position.  E&Y notified
Itron of its acceptance of the position on May 24, 2007.  The
decision was made at a meeting of the company's Board of Directors
on May 21, 2007, the same date Deloitte was informed of the E&Y's
selection.

As a result of Itron's acquisition of Actaris Metering Systems on
April 18, 2007, the Audit/Finance Committee undertook a review of
both Deloitte and E&Y as Itron's independent accountants.  E&Y
served as Actaris' independent accountants since Actaris'
formation in 2001.  

The audit reports of Deloitte on the consolidated financial
statements of the company as of and for the years ended Dec. 31,
2006, and 2005 did not contain an adverse opinion or disclaimer of
opinion.

During the years ended Dec. 31, 2006 and 2005, and in the
subsequent interim period through May 21, 2007, there were no
disagreements between Itron and Deloitte on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Deloitte, would have caused
Deloitte to make reference to the subject matter of the
disagreement in their reports on the financial statements for such
years.

                         About Itron Inc.

Itron Inc. (NASDAQ: ITRI) -- http://www.itron.com/-- provides  
solutions to electric, gas and water utilities worldwide to enable
them to optimize the delivery and use of energy and water.  
Solutions include electric meters, handheld computers, mobile and
fixed network automated meter reading (AMR), advanced metering
infrastructure (AMI), water leak detection and related software
and services.  Additionally, the company sells enterprise software
to manage, analyze and forecast important utility data.

                           *     *     *

As reported in the Troubled Company Reporter on April 20, 2007,
Standard & Poor's Ratings Services lowered its ratings on Itron
Inc., including its corporate credit rating to 'B+' from 'BB-',
following the completion of the company's acquisition of Actaris
Metering Systems.


JW AUTO: Declares Insolvency Amidst CFI Leasing Lawsuit
-------------------------------------------------------
JW Auto Group has declared insolvency as it faces a lawsuit from
CFI Leasing Ltd., Fiona Anderson of the Vancouver Sun reports.

                      CFI Leasing Lawsuit

CFI Leasing, which finances the company's auto leases, alleges
that it is owed $1.4 million and says that the company "improperly
converted assets and diverted monies owed," Ms. Anderson further
reports, citing court documents.

CFI Leasing had previously filed a similar lawsuit in November
2006 but eventually settled for $3.4 million, the report
discloses.

                        Insolvency

Instead of filing a statement of defence, the company, on May 23,
with J. Welsh Investments Inc. and Botham Holdings Ltd., filed
notices with the Superintendent of Bankruptcy seeking protection
from their creditors, Ms. Anderson further reports.

With the filing, creditors cannot take any action against the
three companies.  The three companies, however, have 30 days to
submit a proposal.

Citing court documents, Ms. Anderson relates that JW Auto owes
Silver Spoon Developments Ltd. $7.9 million.  Silver Spoon is
owned by Robert Botham, who is related to William Botham, the
principal of Botham Holdings.

David Bowra was appointed by B.C. Supreme Court Judge Frank Maczko
as the three companies' receiver.


KOPPERS HOLDINGS: March 31 Balance Sheet Upside-Down by $83.2MM
---------------------------------------------------------------
Koppers Holdings Inc. reported total assets of $671.2 million,
total liabilities of $741.4 million, and total stockholders'
deficit of $83.2 million as of March 31, 2007.

The company's sales for the quarter ended March 31, 2007,
increased 21%, or $56.5 million, to $321.1 million, as compared to
$264.6 million for the prior year quarter.  This increase was
primarily a result of higher sales in the Carbon Materials &
Chemicals segment, which increased 29%, or $44.5 million.

Net income for the first quarter of 2007 increased to $10.5
million as compared to a loss of $6 million in the prior year
quarter.  Net income for the quarter benefited from higher prices
for Carbon Materials & Chemicals and synergies related to the
Reilly transaction, as well as $1.3 million of non-conventional
fuel tax credits.  Net income for the prior year quarter was
negatively impacted by $18.9 million of pretax charges related to
the company's initial public offering and plant closings and
restructurings.  Adjusted net income, after excluding such
charges, was $5.5 million for the quarter ended March 31, 2006.

                             Liquidity

The Koppers Inc.'s senior secured credit facility agreement, as
amended, provides for a revolving credit facility of up to $125
million and term loans of $49 million at variable rates.  The
senior secured credit facility expires in December 2009.  Amounts
outstanding under the senior secured credit agreement are secured
by a first priority lien on substantially all of Koppers Inc.'s
assets, including the assets of certain significant subsidiaries.

As of March 31, 2007, the company had $59.6 million of unused
revolving credit availability for working capital purposes after
restrictions by various debt covenants and certain letter of
credit commitments.  As of March 31, 2007, $20.4 million of
commitments were utilized by outstanding letters of credit.  In
addition, as of March 31, 2007, the Company had outstanding term
loans of $49 million under the credit facility.

The company's estimated liquidity was $85.6 million at Dec. 31,
2006.  The decrease in estimated liquidity from that date is
primarily due to a reduction in cash and cash equivalents.

As of March 31, 2007, the company has $200 million aggregate
amount of common stock, debt securities, preferred stock,
depositary shares and warrants available to be issued under its
$200 million universal shelf registration statement filed in 2006.

The company believes that its cash flow from operations and
available borrowings under the senior secured credit facility will
be sufficient to fund its anticipated liquidity requirements for
at least the next 12 months.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?206b

Commenting on the quarter, president and chief executive officer
Walter W. Turner said, "Our first quarter exceeded our
expectations, reflecting the synergies derived from the Reilly
transaction as well as overall strong product demand.  Looking
ahead, we are optimistic about 2007 as we anticipate a full year
of benefits from the Reilly transaction, additional sales and
profit as a result of the expansion of our carbon black plant in
Australia, and the beginning of construction of our new joint
venture in China, which we anticipate coming on-line by the end of
2008.  We continue to benefit from strong demand within our
primary end markets, aluminum and railroads, as well as our focus
on enhancing cash flow and our strict adherence to safety, health
and environmental regulations."

Mr. Turner continued, "Based on the strong results in the first
quarter and what we see as an improved 2007 operating environment,
in conjunction with the successful completion of our profit
improvement initiatives, we are modifying our 2007 guidance for
sales growth from between 7% and 10% to growth to between 10% and
13% and adjusted EBITDA growth from 8% to 11% to growth between
11% and 14%."

                           About Koppers

Headquartered in Pittsburgh, Pennysylvania, Koppers Holdings Inc.
(NYSE: KOP) -- http://www.koppers.com/-- is a global integrated  
producer of carbon compounds and treated wood products.  Including
its joint ventures, Koppers operates facilities in the United
States, United Kingdom, Denmark, Australia, China, the Pacific Rim
and South Africa.


LAKEVIEW VILLAGE: Strong Balance Sheet Cues S&P to Lift Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the City
of Lenexa, Kansas' series 1997B, 2002A, and 2002C health care
facilities revenue bonds, issued for Lakeview Village Inc., to
'BBB-' from 'BB+', on Lakeview's stronger balance sheet and
occupancy levels.  At the same time, Standard & Poor's assigned
its 'BBB-' rating to Lenexa's $65.29 million series 2007 fixed-
rate revenue bonds, issued for Lakeview, a continuing care
retirement community. The outlook is stable.  
      
"The current campus enhancement project should further improve
Lakeview's market position as well as its overall financial
profile," said Standard & Poor's credit analyst Suzie Desai.  
"However, sustained challenges in back-filling its independent
living units or in rebuilding its liquidity position after the
equity contribution could put pressure on the rating."
     
The 'BBB-' rating reflects Lakeview's stronger balance sheet since
the fill-up of Lakeview's newest community, reflected by improved
unrestricted liquidity, an increased cash to pro forma debt ratio,
as well as a lower adjusted pro forma leverage ratio; overall
growth of Lakeview's campus coupled with stabilized occupancy at
Lakeview's independent units, including the new Southridge
facility, though management continues to consolidate older units
to further improve marketability; improved financial performance
in 2005 and 2006; and continued strong governance and management.
     
Offsetting factors include Lakeview's sizeable $16 million equity
contribution for the current campus enhancement project which
drops days' cash on hand to about 300 days from about 500, and
which relies on a two-year plan to back-fill an additional 28
vacated independent living units to increase cash back to current
levels; and location in a somewhat competitive area.
     
Of the $65.29 million series 2007 bonds, $10 million will be new
money and the rest of the proceeds will be used to refund all of
Lakeview's preexisting debt as well as pay for issuance costs.  
The new money will go towards Lakeview's $26 million campus
enhancement project to add 57 assisted living units consisting of
12 studios and 45 one bedrooms, and to build a campus wellness
center.
     
The stable outlook reflects improved and more consistent occupancy
at Lakeview's independent living units, with the fill-up at
Southridge and at the skilled-nursing center, coupled with the
improved balance sheet following the receipt of entrance fees from
Southridge's fill-up.  
     
The raised rating affects about $36.06 million in rated debt,
excluding the new issue.


LANDRY'S RESTAURANTS: Moody's Cuts Corporate Family Rating to B1
----------------------------------------------------------------
Moody's Investors Service lowered the corporate family and senior
unsecured debt ratings of Landry's Restaurant Inc.'s in addition
to affirming the company's bank loan ratings and placing all
ratings on review for possible downgrade as;

Ratings lowered are:

   --  Corporate family rating lowered to B1 from Ba3;

   --  Probability of default rating lowered to B1 from Ba3;

--  $400 million, 7.75% guaranteed senior global notes, due  
    December 15, 2014, lowered to B3 / 77% / LGD5 from B1/80%/
    LGD5.

Ratings affirmed are;

   --  $150 million senior secured term loan B, due December 28,
       2010, rated Ba1/14%/LGD2;

   --  $300 million senior secured revolving credit facility due
       Dec. 28, 2009, rated Ba1/14%/LGD2.

All ratings were placed on review for possible downgrade.

The B1 corporate family rating reflects the company's relatively
weak debt protection metrics, the adoption of a more aggressive
financial policy, which includes potential acquisitions and the
continued use of Landry's balance sheet to fund initiatives
outside the restricted group of companies, and a more modest
scale.  The ratings also incorporate the brand awareness of
Landry's various restaurant concepts, reasonable geographic
diversity, and adequate liquidity.

The review for possible downgrade reflects the company's inability
to provide audited and reviewed financial statements to the SEC,
its bank group, and bondholders in a timely manner. In the event
Landry's successfully completes the review of its financial
statements, absent any materials issues, and files audited
statements with the SEC in a timely manner, while operating
performance continues to improve the outlook could change to
stable.

Landry's Restaurants, Inc., headquartered in Houston, Texas, owns
and operates full service casual dining restaurants concepts
including Landry's Seafood House, Rainforest Cafe, The Crab House,
Charley's Crab, The Chart House, and Saltgrass Steak House. In
addition, Landry's owns and operates the Golden Nugget Hotel and
Casino through a wholly-owned unrestricted subsidiary. For the
year end December 31, 2006, the company generated revenue of
approximately $869.0 million.


LENOX GROUP: Refinancing Prompts Moody's to Withdraw All Ratings
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings on Lenox
Group, Inc. following the recent refinancing of its rated bank
debt.

These ratings were withdrawn:

   * Lenox Group, Inc.

     -- Corporate Family Rating at Caa2
     -- Probability of default rating at Caa2
     -- $175 million revolving credit facility at B3 (LGD 2, 29%)
     -- $100 million term loan at Caa2 (LGD 4, 57%)
     -- The Speculative Grade Liquidity Rating of SGL-4

Based in Eden Prarie, Minnesota, Lenox Group Inc. [NYSE: LNX] was
formed in Sept. 2005 after Department 56, Inc., a leading
designer, wholesaler and retailer of collectibles and giftware
products purchased Lenox, Inc., a leading designer, manufacturer
and marketer of fine china, dinnerware, silverware, crystal and
giftware products.  Combined revenue approached $500 million for
the LTM period ending March 31, 2007.


LINENS 'N THINGS: Increases Credit Facility by $100 Million
-----------------------------------------------------------
Linens 'n Things Inc. and its affiliates have entered into a
$700 million Amended and Restated Credit Agreement with a
syndicate of financial institutions, which implements the
$100 million increase in the credit facility originally referred
to in the company's press release and conference call on May 15,
2007.

The company said that UBS Securities LLC acted as arranger and
bookmanager and UBS Securities LLC and Bear, Stearns & Co. Inc.
acted as joint book-runners.  Bear, Stearns & Co. Inc. and The
CIT Group/Business Credit, Inc. are the co-syndication agents.

A full-text copy of the Amended and Restated Credit Facility is
available for free at: http://ResearchArchives.com/t/s?205f  

                         About The Company

Headquartered in Clifton, New Jersey, Linens N Things Inc., is a
nationwide specialty retailer of home textiles, housewares, and
home accessories that operates approximately 571 stores in 47
states and six Canadian provinces as of Dec. 30, 2006.  Revenues
for the period ended Dec. 30, 2006 were approximately $2.8
billion.

                           *    *    *

As reported in the Troubled Company Reporter on April 16, 2007,
Moody's Investors Service changed the outlook of Linens 'N Things,
Inc. to negative from stable and affirmed all other ratings,
including its B3 corporate family rating.  Moody's affirmed the
company's $650 Million Senior Secured Guaranteed Notes due 2014 at
B3


LODGENET ENT: March 31 Balance Sheet Upside-Down by $54 Million
---------------------------------------------------------------
LodgeNet Entertainment Corporation's balance sheet as of March 31,
2007, showed total assets of $274.5 million, total liabilities of
$328.5 million, and total stockholders' deficit of $54 million.

The company reported quarterly revenue increased 7.3% to $75.3
million over the first quarter ended March 31, 2006.  Guest Pay
revenue, including high-speed Internet access service revenues
from recently acquired StayOnline, increased 3%.  Other revenue,
primarily related to the sale of HSIA equipment to hotels as a
result of the StayOnline acquisition and the sale of interactive
systems to healthcare facilities, increased more than $3 million,
to $5 million during the quarter.

For the first quarter 2007, the company reported a net loss of
$28,000, versus a net loss of $654,000 in the first quarter of
2006.  Excluding the results from StayOnline, the company would
have reported net income of $1.1 million in the first quarter of
2007.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?206d

"During the first quarter, we continued to execute on our strategy
of expanding our networks and integrating market-valued solutions
to our customer offerings," said Scott C. Petersen, LodgeNet
president and chief executive officer.  "The landmark event during
the quarter was the closing of the StayOnline acquisition, which
expanded the scope of our broadband network as well as our array
of solutions, the number of rooms we serve, as well as total and
per-room revenue.  Total revenue increased 7.3%, Guest Pay revenue
per room was up 3.3%, and total rooms served expanded to more than
1,136,000.  That number of rooms does not include the more than
800,000 rooms that were added in April with the closing of the
acquisition of On Command.  Our HealthCare Initiative also
continued to grow, adding four new facilities and generating over
$800,000 of revenue during the quarter."

"Our company is evolving from one which historically focused on
video-on-demand, to an organization that delivers a broad array of
media and connectivity solutions that connect, inform and
entertain customers of hotels and other guest-based businesses.  
This transformation is impacting some of our financial metrics,"
continued Mr. Petersen.  "During the quarter, the StayOnline
acquisition and its integration into our company added
approximately $2 million to revenue, but reduced our gross profit
margin by 170 basis points and added $675,000 of sales and
administrative costs, thereby reducing net income by approximately
$0.06 per share.  However, as we integrate this business into our
core business, we expect that LodgeNet StayOnline will contribute
not only significant revenue growth to our company, but net income
and cash flow growth as well."

"The recent acquisition of On Command, which closed on April 4th,
continues the transformation of our company," concluded Petersen.
"It not only added more than 800,000 interactive television rooms
to our base, but we believe it will allow us to leverage our total
span of
1.8 million hotel rooms to create new value opportunities for both
our customers and our shareholders.  And, of course, we remain
committed to our disciplined financial approach to our business."

"Our core video-on-demand business continues to produce steady
results," said Gary H. Ritondaro, chief financial officer.  
"During the quarter, we expanded our Guest Pay room base by 6,000
net rooms and digital rooms increased by 26,000 net rooms. Guest
Pay revenue per room, excluding HSIA service revenue, increased by
1.2% while our gross profit margin was down 1.1% this year over
last, primarily because of higher programming costs.  However,
Guest Pay operating costs were also down, making for comparable
operating results, quarter over quarter."

                          About LodgeNet

Based in Sioux Falls, South Dakota, LodgeNet Entertainment
Corporation (Nasdaq: LNET) -- http://www.lodgenet.com/--   
provides interactive TV and broadband solutions to hotels and
healthcare facilities.

                           *     *     *

As reported in the Troubled Company Reporter on March 30, 2007,
Standard & Poor's Ratings Services affirmed its bank loan rating,
and  lowered its recovery rating, on the senior secured credit  
facilities of LodgeNet Entertainment Corp. (B+/Stable/--),
following the report that the company will add $225 million to its
first-lien debt through a delayed-draw term loan.


LSP-KENDALL: Moody's Withdraws Ratings After Full Repayment
-----------------------------------------------------------
Moody's Investors Service withdrew these senior secured ratings of
LSP-Kendall Energy LLC:

   -- $396 million senior secured term loan B due 2013 rated B1;

   -- $10 million senior secured revolving credit facility due
      2011 rated B1.

The ratings withdrawal was prompted by the full repayment of the
bank facility with proceeds from Dynegy Holdings Inc.'s recently
completed senior unsecured note offering.

LSP-Kendall Energy LLC is a four-unit 1,200 megawatt natural gas-
fired combined cycle power plant located 30 miles southwest of
Chicago.  It operates within the ComEd region of PJM and is
wholly-owned by Dynegy Inc.


MKP CBO: S&P Puts Class A1-L Notes' CCC Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A-1L notes issued by MKP CBO I Ltd., a CDO of ABS transaction
collateralized primarily by RMBS and commercial ABS and managed by
MKP Capital Management LLC, on CreditWatch with negative
implications.
     
The CreditWatch placement reflects factors that have negatively
affected the credit enhancement available to support the class A-
1L notes since the last rating action in December 2006.  These
factors include par erosion resulting from principal write-downs.
     
Standard & Poor's also noted that the strike rate on the
transaction's interest rate swap agreement is scheduled to step up
in time for the June 2007 payment date.  The corresponding higher
payment to the swap counterparty may lead to interest shortfalls
that would then require the use of principal proceeds to cover
interest payments.
     
According to the most recent trustee report, dated April 28, 2007,
the transaction's class A overcollateralization ratio was 82.70%,
compared with a trigger value of 106.0% and a value of 85.60% at
the time of the December 2006 rating action.  The deal paid down
approximately $3.736 million to the class A-1L notes on the March
8, 2007, payment date due to the failure of the class A
overcollateralization test.
   

               Rating Placed on Creditwatch Negative
    
                           MKP CBO I Ltd.

                                    Rating
                                    ------
                Class    To                  From
                -----    --                  ----
                A-1L     CCC/Watch Neg       CCC


NORTHWEST AIRLINES: AFA-CWA Ratify Collective Bargaining Agreement
------------------------------------------------------------------
Northwest Airlines Corp.'s flight attendants, represented by the
represented by the Association of Flight Attendants-CWA, ratified
a new collective bargaining agreement with the airline company.

Doug Steenland, Northwest Airlines president and chief executive
officer, said, "As Northwest Airlines prepares to exit bankruptcy
later this week, we are pleased that we have now reached ratified
collective bargaining agreements with all of our unions.  In
particular, we are pleased that the flight attendants will be able
to share in the success of the restructuring by receiving a claim
in the Northwest bankruptcy case."

As part of the new agreement, flight attendants will receive a
$182 million unsecured claim in the airline's bankruptcy.  This
claim will be sold for cash which will be distributed to flight
attendants upon the company's emergence from Chapter 11.  The
agreement also includes additional contract modifications designed
to improve the flight attendants' work environment.

"We deeply appreciate the tireless efforts of the National
Mediation Board and its staff, who participated throughout these
negotiations and aided the parties in reaching this agreement,"
Steenland continued.

"I realize that the past 20 months have been a difficult period
for our employees and I want to thank them for their hard work and
sacrifices that helped Northwest complete its restructuring.  I am
pleased that our employees are seeing the benefits of the
restructuring already in the forms of unsecured claims and profit
sharing.  We hope to be able to share with our employees some $1.6
billion in unsecured claims and profit sharing payments through
2010."

"We are also pleased to be able to make distributions of Northwest
common stock to holders of the company's Series C preferred
stock," Steenland concluded.  Series C stock was granted to
Northwest employees as part of previous labor agreements.

Since beginning its restructuring process in September 2005,
Northwest has remained focused on its goals to achieve a
competitive cost structure, develop a more efficient business
model and recapitalize its balance sheet.  Earlier this month, the
company received permission from the U.S. Bankruptcy Court for the
Southern District of New York to exit bankruptcy.  On May 9, 2007,
Northwest announced that 98.4 percent of the dollar amount of
claims that voted and 96.9 percent of the airline's creditors who
voted, approved the Northwest Plan of Reorganization.

Northwest expects that it will emerge from Chapter 11 protection
on May 31, once all closing conditions of the Plan have been met
and the company's $750 million new equity rights offering has been
funded.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/-- is  
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.
When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan will take effect May
31, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Standard & Poor's Ratings Services expects to assign its 'B+'
corporate credit rating to Northwest Airlines Corp. and subsidiary
Northwest Airlines Inc. (both rated 'D') upon their emergence from
bankruptcy, anticipated May 31, 2007.


PHILLIPS-VAN HEUSEN: Earns $53 Million in Quarter Ended May 6
-------------------------------------------------------------
Phillips-Van Heusen Corporation reported a net income of
$53 million on $591.9 million of net revenues for the fiscal
quarterly period ended May 6, 2007, compared to a net income of
$45.5 million on $506.4 of total net revenues for the three-month
fiscal period ended April 30, 2006.

First quarter 2007 earnings includes $1.9 million of pre-tax
income, comprised of a $3.3 million gain associated with the
release of cash held in escrow in connection with the sale in the
first quarter of 2006 of minority interests in certain entities,
offset in part by $1.4 million of start-up costs associated with
the company's Timberland wholesale sportswear business and Calvin
Klein better specialty retail stores.

Aside from this increase to earnings, the first quarter earnings
per share improvement was driven by a 17% revenue increase, fueled
by a 37% increase in Calvin Klein royalty revenues.  Gross margin
improved 150 basis points, due principally to the growth in Calvin
Klein royalty revenue and strong product sell-throughs in the
company's wholesale dress shirt and outlet retail businesses.

Partially offsetting these increases was a decrease in gross
margin in the company's wholesale sportswear business, which was
negatively impacted by the overall weak retail environment
resulting in slower than planned sell-throughs at customer
accounts.

Total revenues in the first quarter of 2007 increased 17% to
$591.9 million from $506.4 million in the prior year.  Revenues
increased 43% in the company's Calvin Klein licensing business and
14% in the company's combined wholesale and retail business.  The
strong increase in the Calvin Klein licensing business was driven
by excellent performance in the fragrance business, which
experienced the successful global launch of the new CKIN2U
fragrance line for both men and women, as well as the continued
strength in sales of both the men's and women's euphoria fragrance
line.  Calvin Klein licensing revenues also increased as a result
of royalties generated from the multiple new licensed product
categories launched over the past few years and from strong
performances in jeans and underwear.  The growth in the company's
wholesale and retail legacy businesses was primarily due to the
newly-acquired neckwear business and comparable store sales growth
of 7% in the company's outlet retail business.  Due to the 53rd
week in fiscal 2006, first quarter 2007 comparable store sales are
more appropriately compared with the thirteen week period ended
May 7, 2006.  On this shifted basis, comparable store sales
increased 4%.

Receivables ended the quarter 24% above the prior year level and
were in line with the first quarter revenue growth exhibited by
the company's wholesale and licensing businesses.  Inventories
increased 21% to end the quarter on plan and in line with
anticipated sales growth for the second quarter.

Commenting on these results, Emanuel Chirico, Chief Executive
Officer, noted, "We are extremely pleased with our first quarter
results.  Despite the challenges the overall retail environment
has been experiencing, we were able to exceed our previous
earnings guidance.  Our diversification strategy of marketing our
nationally recognized brands across multiple channels of
distribution is working and continues to benefit our bottom line.
The global demand for the Calvin Klein brand continues to grow as
we add new product categories and enter new markets.  This comes
in addition to strong growth in the Calvin Klein brand's largest
businesses - fragrance, jeans and underwear."

Mr. Chirico added, "The integration of the Superba neckwear
operations is substantially complete and the performance of this
business has exceeded our expectations.  We continue to look
forward to the opportunities provided by layering on additional
neckwear brands over time, as well as exploiting the benefits of
our unique positioning of being able to market dress shirts and
neckwear together."

Mr. Chirico concluded, "We will continue this year to invest
significantly in both the people and infrastructure that are
necessary to support our multiple new growth initiatives, our
heritage brand legacy businesses and our Calvin Klein licensing
business.  We feel these investments enhance not only the long-
term strength of our brands, but enable us to develop our new
initiatives and explore future growth opportunities which support
our long-term earnings growth targets."

The company projects total revenues for the full year 2007 to be
approximately $2.41 billion, which represents an increase of 15%
over 2006.  Second quarter 2007 revenues are expected to be
approximately $545 million, which represents an increase of 19%
over 2006.

                    About Phillips-Van Heusen

Phillips-Van Heusen Corporation (NYSE:PVH) -- http://www.pvh.com/
-- owns and markets the Calvin Klein brand worldwide.  It is a
shirt company that markets a variety of goods under its own
brands: Van Heusen, Calvin Klein, IZOD, Arrow, Bass and G.H. Bass
& Co., Geoffrey Beene, Kenneth Cole New York, Reaction Kenneth
Cole, BCBG Max Azria, BCBG Attitude, Sean John, MICHAEL by Michael
Kors, Chaps, and Donald J. Trump Signature.

                          *     *     *

Phillips Van Heusen's senior secured notes carry Moody's Investors
Service's ratings of Baa3.  Moody's also upgraded the company's
senior unsecured notes were from B1 to Ba3, probability of default
rating from Ba3 to Ba2, and the company's corporate family rating  
from Ba3 to Ba2.


POGO PRODUCING: S&P Retains Developing Watch on BB Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on Pogo Producing Co. remains on CreditWatch with
developing implications following the company's announcement that
it is selling its Canadian oil- and gas-producing subsidiary for
$2 billion.
     
The sale reduces Pogo's reserves by 35% and production by 37%,
considerably reducing the company's credit base.  However, S&P
expect Pogo to apply a meaningful portion of the proceeds to
reducing debt, lowering the company's elevated financial leverage.  
S&P note that following the sale, the company will continue to
consider strategic alternatives that could include a sale of the
company.
      
"The uncertainty regarding the company's direction warrants
continuation of the CreditWatch listing," said Standard & Poor's
credit analyst Ben Tsocanos.
     
The CreditWatch listing reflects the potential for ratings to be
raised, lowered, or affirmed in the near term.
      
"A sale or merger carries the risk that the buyer or resulting
merged company will have a lower rating," Mr. Tsocanos said.  "The
CreditWatch listing also reflects the risk that the company may
pursue large share repurchases or special dividends funded with
debt or asset sale proceeds that could result in significantly
increased financial leverage or a smaller asset and production
base."
     
Alternatively, S&P could raise the ratings if Pogo is acquired by
a company with a higher rating that guarantees Pogo's debt, in
which case the ratings would be equalized with those of the
acquiring company following the transaction's close.


PORT TOWNSEND: Disclosure Statement Hearing Moved, Bloomberg Says
-----------------------------------------------------------------
A hearing to approve the disclosure statement describing Port
Townsend Paper Corporation's Plan of Reorganization has been
deferred for the fourth time, Bill Rochelle of Bloomberg News
reports.

According to the report, creditors are expected to vote on the
Plan by June 13, 2007.

The Plan, filed March 2007 with the U.S. Bankruptcy Court for the
Western District of Washington, provides for the company's
reorganization and continuation of its business operations.

"Our organization is focused on completing this reorganization as
expediently as possible," Timothy P. Leybold, Chief Financial
Officer, said.  "The filing of our Plan and Disclosure Statement
within 30 days from entering Chapter 11 is evidence of our
commitment to a 'fast track' emergence from bankruptcy with a
revitalized balance sheet."

The company's Plan calls for, among other things, the repayment in
full of logger's liens and numerous other priority claims from
suppliers promptly when the Plan is effectuated.  The company will
continue to negotiate with various creditor constituencies in an
effort to achieve a consensual restructuring.

                     DIP Financing Approval

In April, Port Townsend and its affiliates received final Court
approval for debtor-in-possession financing up to an aggregate
amount of $50 million.

The final approval permitted up to an additional $12 million in
notes to be issued to certain of the company's existing senior
secured notes holders who had committed to provide such financing
subject to final court approval.  

On March 30, 2007, pursuant to an Interim Order, the Court had
approved the DIP financing consisting of an aggregate amount of
$38 million in notes issued to certain holders of the company's
existing senior secured notes.  

The proceeds from the $38 million in DIP financing were used on
March 30, 2007 to repay the company's prior DIP facility with CIT
Corporation and provide additional working capital.  

                       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.


PUGET SOUND: Moody's Rates $250 Million Series A Notes at Ba1
-------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba1 to $250 million
of Series A Enhanced Junior Subordinated Notes due 2067, which are
planned to be issued by Puget Sound Energy, Inc.  The company's
rating outlook is positive.

Proceeds will be used to repay $37.75 million of trust preferred
securities, which have been called, and to repay a portion of
PSE's short-term debt, which stood at approximately $486 million
as of March 31, 2007. The rating considers the Baa2 senior secured
rating of PSE's senior secured debt and the relative priority of
claim of the Notes within the company's capital structure.

Because of certain equity-like features contained in these junior
subordinated debentures, Moody's has accorded them Basket C
treatment at the time of issuance on Moody's Hybrid Debt-Equity
Continuum, which means that they will initially be treated as 50%
equity and 50% debt for financial leverage calculations. Basket C
treatment will apply for 10 years or until 2017 (i.e. until 50
years prior to the Notes' final maturity).  After this time, but
only until 2037 (i.e. 30 years prior to maturity), they will shift
to Basket B (25% equity and 75% debt). Thereafter, until maturity
they will shift to Basket A (100% debt). Moody's said that the
basket designations are based on the following rankings on the
three dimensions of equity:

No Maturity -- Strong

The Notes have a final maturity of 60 years, callable at par after
10 years.  All calls are subject to a Replacement Capital
Covenant.  The RCC requires PSE not to redeem or repurchase all or
any part of the Notes on or before June 2047 unless they are
refinanced through the issuance of qualifying securities, which
have the same or more equity like characteristics as the Notes at
the time of redemption and have been clearly specified.  The
qualifying securities must be comprised of securities sold by PSE
or contributions from Puget Energy that are received from the sale
by the parent of qualifying securities.  The RCC initially runs in
favor of the holders of PSE's 6.274% senior secured notes due
March 15, 2037 (Covered Debt), which rank pari passu with first
mortgage bonds currently outstanding under PSE's electric and gas
mortgage indentures.  PSE will obtain an acceptable legal opinion
from outside legal counsel regarding enforceability of the RCC.

In addition, all calls are subject to a Trust Redemption Covenant,
under which PSE will be required to deliver to the Trustee
proceeds equivalent to the amount of Notes to be redeemed together
with an officers' certificate and an opinion from outside counsel
confirming that the proceeds were raised in compliance with the
TRC.  The Trustee will then redeem the Notes and deliver the
proceeds to PSE.  The TRC mimics the requirements of the RCC with
regard to the mechanism, but without reliance on Covered Debt
holders to enforce the company's intention.  PSE will receive an
acceptable opinion from outside counsel regarding the
enforceability of the TRC in accordance with the laws of New York.

Moody's believes that the RCC and TRC together are supportive of a
Strong ranking on No Maturity rather than either the RCC or the
TRC on its own.  The only Covered Debt that PSE has available is
First Mortgage Bonds and it is our view that holders will be less
likely to enforce the RCC.  The TRC structure benefits from third
party due diligence and a legal obligation of the Trustee, but is
hindered by the lack of a party that has the economic incentive to
enforce it.  As such, the TRC is not an alternative to an RCC, but
enhances the use of the RCC in this particular case.

No Ongoing Payments -- Weak

The Notes have an optional deferral feature, which allows PSE to
defer coupon payments for up to ten consecutive years without
triggering an event of default.  Deferred interest is cumulative.  
There is a dividend stopper that prohibits PSE to make payments on
or redeem junior or parity securities while in the deferral
period.

Loss Absorption -- Moderate

The Notes are PSE's most subordinated form of debt, and are
subordinated to all existing and future senior indebtedness,
including any additional junior subordinated debt or trust
preferred securities, other than those structured with terms
similar to the Notes. Additionally, the Notes do not cross default
with other debt, and investors have substantially limited rights
regarding the ability to accelerate principal.

Moody's notes that on a consolidated basis for the parent, Puget
Energy, Inc., the Notes would not receive any equity treatment for
ratio calculations.  This view reflects the fact that any parent
company debt is structurally subordinated in right of payment to
the Notes and would not benefit from any loss absorption offered
by the Notes.  Additionally, as the dividend from the operating
company is a principal source of cash flow for parent level debt
service, the existence of the dividend stopper in the Notes could
cut off an important source of parent level funds.

Puget Sound Energy, Inc. is a combination electric and natural gas
utility subsidiary of Puget Energy, Inc., a holding company.  Both
companies are headquartered in Bellevue, Washington.


RANGE RESOURCE: S&P Lifts Corporate Credit Rating to BB from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Service raised its corporate credit
rating on oil and gas exploration and production company Range
Resource Corp. to 'BB' from 'BB-'.  The outlook is stable.
     
Fort Worth, Texas-based Range had $1.1 billion of debt as of
March 31, 2007.
      
"The rating action reflects Range's success in building its
reserves and production while maintaining very competitive costs
and improving its financial risk profile," said Standard & Poor's
credit analyst Ben Tsocanos.  The company has integrated the
acquisition of Stroud Energy Inc. smoothly, allaying concerns
about expansion into the highly competitive Barnett Shale.  The
upgrade incorporates the company's completion of sales of noncore
assets, coupled with a commitment to apply proceeds to debt
reduction.
      
"The ratings on Range reflect a weak business risk profile,
largely due to the cyclical and capital-intensive nature of the
E&P industry, and an aggressive financial risk profile," said
Mr. Tsocanos.  The company pursues an acquire-and-exploit
strategy, although its partial use of equity to fund transactions
has considerably softened the leverage effect of a series of
purchases.
     
The stable outlook on Range reflects S&P's expectations that
management will maintain moderate financial policies while
pursuing growth.  Deterioration in the company's leverage or
operating performance warrant an outlook revision or lower
ratings.  Conversely, ratings on Range could improve if the
company increases its reserve base and production levels while
controlling operating costs and a prudent capital structure.


RENAISSANCE PARK: Proposes July 30 Auction Sale of Assets
---------------------------------------------------------
Renaissance Park Hotel LLC filed with the U.S. Bankruptcy Court
for the District of South Carolina in Spartanburg proposed
procedures for the sale of its business, Bill Rochelle of
Bloomberg News reports.

According to Bloomberg, Renaissance told the Court that the hotel
has a $24 million mortgage that was in foreclosure before
bankruptcy filing.  The Debtor also owes the city of Spartanburg
$4.5 million, while unsecured debt totals $10 million.

The Debtor anticipates a July 30, 2007 auction sale.

Headquartered in Spartanburg, South Carolina, Renaissance Park
Hotel LLC operates a Marriott Hotel.  The company filed a chapter
11 petition on October 31, 2006 (Bankr. D. S.C. Case No.
06-04893).  G. William McCarthy, Jr., Esq. and Nancy E. Johnson,
Esq. at Robinson, Barton, McCarthy & Calloway represent the
Debtor.  When the Debtor sought protection from its creditors, it
listed assets and debts of $1 million to $100 million.


SANDISK CORP: Incurs $575,000 Net Loss in Quarter Ended April 1
---------------------------------------------------------------
SanDisk(R) Corporation reported revenue that increased 26% on a
year-over-year basis to $786.1 million and the net loss was
$575,000 for the first quarter ended April 1, 2007, as compared
with net income of $35.1 million in the first quarter of 2006.  
The company had total revenues of 623.3 million for the first
quarter ended April 2, 2006.

As of April 1, 2007, the company posted total assets of
$6.8 billion, total liabilities of $2 billion, and $4.8 billion in
total stockholders' equity.

                        Liquidity and Capital

At April 1, 2007, the company had cash, cash equivalents and
short-term investments of $2.96 billion.  As of April 1, 2007, the
company's working capital balance was $3.45 billion.  The company
does not expect any liquidity constraints in the next 12 months.  
It currently expects its total investments, loans, expenditures
and guarantees over the next 12 months to be about $1.7 billion.  
Of this amount, the company expects to loan, make investments or
guarantee future operating leases for fab expansion of about $1.3
billion and expect to spend about $400 million on property and
equipment, the majority of which is for assembly and test
equipment.  

At April 1, 2007, the company had $1.23 billion of aggregate
principal amount in convertible notes outstanding, consisting of
$1.15 billion in aggregate principal amount of the company's 1%
Senior Notes due 2013 and $75 million in aggregate principal
amount of the company's 1% Notes due 2035.

                    Key Metrics and Highlights

     -- Product revenue was $689 million in the first quarter, up
        28% year-over-year.
  
     -- License and royalty revenue for the first quarter was
        $97 million, up 13% year-over-year.

     -- SanDisk and Hynix announced a patent cross license and
        product supply agreement and also signed a memorandum of
        understanding that outlines the planned formation of a
        memory manufacturing joint venture.
  
     -- Total megabytes sold in the first quarter increased 209%
        on a year-over-year basis and decreased 22% from the
        record fourth quarter of 2006.
  
     -- Average price per megabyte sold declined 62% on a year-
        over-year basis and 23% sequentially.
  
     -- Average retail card capacity in the first quarter was 1231
        megabytes, up 87% from the first quarter of 2006 and up
        11% sequentially.
  
     -- Cost cutting measures taken in the first quarter included
        a reduction in workforce, executive salary reductions and
        a salary freeze for all other employees.
  
     -- msystems(TM) and SanDisk completed substantial integration
        activities.
  
     -- Cash flow from operations was $255 million for Q1 2007 and
        total cash, short-term and long-term investments increased
        sequentially by $217 million to $3.5 billion.
  
     -- Retail presence was more than 210,000 storefronts,
        including 67,000 in the mobile channel at the end of the
        quarter.
  
     -- SanDisk launched 32-gigabyte (GB) SSDs as drop-in
        replacements for hard disk drives in notebook PCs.
  
     -- The Sansa Connect wireless internet MP3 player received
        excellent reviews.  SanDisk also launched the new
        Shaker(TM) MP3 player designed for kids and families.
  
     -- SanDisk and Sony Corporation agreed to develop the SxS(TM)
        (S by S) memory card specification for high-speed in
        professional camcorders.
  
     -- SanDisk introduced the industry's highest density 8 GB SD
        high capacity (SDHC(TM)) and 4 GB microSDHC(TM) cards.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?2062

"First quarter results reflected the current difficult market
conditions," said Eli Harari, chairman and chief executive
officer. "In the first quarter our industry experienced excess
supply, sharp price declines, and depressed margins.  These market
conditions were exacerbated by weak seasonal consumer demand in
retail.  One highlight for the quarter was that the mobile market
became our largest revenue generator with 27 million units sold in
the quarter.  Another highlight was the signing of an important
licensing agreement with Hynix, which again validates our strong
intellectual property portfolio.  In another important milestone
for our flash technology, this week Dell announced the launch of
notebook PCs that incorporate our 32-gigabyte Solid State Drive
(SSD)."

"Looking forward, we project a pick-up in demand during the
seasonally strong back half of the second quarter. However, excess
supply and depressed pricing is expected to continue through the
second quarter, possibly extending through the summer months,
putting pressure on our margins. Our outlook is optimistic for
renewed growth heading into the fourth quarter of 2007 and forward
to 2008. This optimism is based on our expectation of continuing
penetration into multimedia handsets, the steady stream of
exciting new consumer product introductions such as the Sansa(R)
Connect(TM), and the exceptionally attractive price points for our
products now available to consumers."

                        About SanDisk Corp.

Headquartered in Milpitas, Calif., SanDisk Corp. (NASDAQ: SNDK)
-- http://www.sandisk.com/-- manufactures various formats of  
flash memory cards for use in consumer electronics products,
including digital cameras, mobile phones, and game systems.  It
also produces devices such as USB drives and MP3 music players.

                           *     *     *

SanDisk Corp. carries Standard & Poor's Ratings Services 'BB-'
long-term foreign and local issuer credit rating.


SIX FLAGS: Completes New $850 Senior Secured Credit Facility
------------------------------------------------------------
Six Flags Inc. has successfully closed its new senior secured
credit facility.

The company said that due to extremely strong demand from
investors, the Tranche B term loan portion of the Facility, which
matures in 2015, was increased to $850 million and the interest
rate on the loan was reduced to LIBOR plus 225 basis points.

The company said that it used proceeds from the Facility to repay
its existing Tranche B term loan and revolving credit facilities.
The remainder of the proceeds will be used for working capital and
general corporate purposes.

The company states that the revolving portion of the Facility,
which matures in 2013, is $275 million.  J.P. Morgan Securities
Inc., Credit Suisse Securities (USA) LLC, and Lehman Commercial
Paper Inc., were the joint lead arrangers and joint book runners
on the Facility.

"It's hard to imagine a more receptive loan market and we are
extremely pleased with the result we were able to achieve" Jeffrey
Speed, Executive Vice President and Chief Financial Officer of
Six Flags, stated.  "This new Facility not only provides us with
maturity extension, increased funding, and lower rates, but
perhaps more importantly, it gives us financial flexibility that
will only enhance our ability to execute our business plan over
the next several years."

                         About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX), a
publicly-traded corporation, is the world's largest regional
theme park company.

                          *    *    *

As reported in the Troubled Company Reporter on April 27, 2007,
Standard & Poor's Ratings Services affirmed its ratings on Six
Flags Inc., including the 'B-' corporate credit rating, and
removed the ratings from CreditWatch.  Ratings were originally
placed on CreditWatch with negative implications on Sept. 18,
2006, reflecting weak profitability, negative discretionary cash
flow, and rising debt leverage.


ST. CLOUD: Missed Service Payment Cues S&P's D Rating
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on St. Cloud
Housing & Redevelopment Authority, Minnesota's $1.6 million
multifamily housing revenue bonds series 1999A to 'D' from 'B'.
      
"The downgrade reflects a missed debt service payment on June 1,
2006, in the amount of $86,000 and the project's long history of
poor financial performance," said Standard & Poor's credit analyst
Renee Berson.  As per the trustee, U.S. Bank N.A., the future of
principal payments remains uncertain.


SWIFT & CO: Moody's May Upgrade B3 Rating after J&F Acquisition
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Swift & Company
including its B3 corporate family rating and B3 probability of
default rating, on review for possible upgrade following the
announcement that the company will be acquired by J&F
Participacoes S.A. of Brazil.  LGD assessments are also subject to
adjustment.

Ratings under review for possible upgrade:

   -- Corporate family rating at B3;
   -- Probability of default rating at B3;
   -- Senior unsecured notes at Caa1;
   -- Senior subordinated notes at Caa1.

HM Capital Partners LLC and J&F Participacoes S.A. ("J&F") have
signed a definitive agreement under which J&F will acquire Swift
in an all cash transaction of approximately $1.4 billion,
including the assumption of about $1.2 billion in Swift debt.
Post-transaction, the combined company will be the world's largest
beef and pork processor in terms of capacity.

Moody's review will focus on the successful execution of the
acquisition, the post transaction credit profile of the resulting
company and group, and the ultimate disposition of Swift's debt.
Should most of Swift's debt be repaid, its ratings will be
withdrawn.

Headquartered in Greeley, Colorado, Swift & Company is one of the
world's leading beef and pork processing companies.  Its largest
business segments are domestic beef processing, domestic pork
processing and beef operations in Swift Australia.  Swift's parent
S&C Holdco 3 is owned by a limited partnership formed by equity
sponsors HM Capital Partners LLC (formerly Hicks Muse) and Booth
Creek Management Corporation.  Consolidated sales for the 12
months ended Feb. 25, 2007 were approximately $9.5 billion.


TIMKEN COMPANY: Earns $75.2 Million in First Quarter 2007
---------------------------------------------------------
The Timken Company recorded a net income of $75.2 million for the
first quarter ended March 31, 2007, as compared with a net income
of $65.9 million for the first quarter ended March 31, 2006.

The company reported net sales for the first quarter of 2007 of
about $1.3 billion, an increase of $30.2 million over the first
quarter of 2006, or an increase of 2.4%.  Sales were higher across
the Industrial and Steel Groups, offset by lower sales in the
Automotive Group.

The company's first quarter results reflect the ongoing strength
of industrial markets and the performance of the Steel Group.  The
company continued its focus to increase production capacity in
targeted areas, including major capacity expansions for industrial
products at several manufacturing locations around the world.  
The company's first quarter results also reflect a favorable
discrete tax adjustment of $32.1 million to recognize the benefits
of a prior year tax position as a result of a change in tax law
during the quarter.

As of March 31, 2007, the company's balance sheet showed total
assets of $4.1 billion, total liabilities of $2.5 billion, and
total stockholders' equity of $1.6 billion.

                  Liquidity and Capital Resources

The company had $100.8 million in cash and cash equivalents as of
March 31, 2007.  Total debt was $668.5 million at March 31, 2007,
compared to $597.8 million at Dec. 31, 2006.  Net debt was
$567.7 million at March 31, 2007, compared to $496.7 million at
Dec. 31, 2006.  The net debt to capital ratio was 26.7% at March
31, 2007, compared to 25.2% at Dec. 31, 2006.

At March 31, 2007, the company had no outstanding borrowings under
its $500 million Amended and Restated Credit Agreement, and had
letters of credit outstanding totaling $33.2 million, which
reduced the availability under the Senior Credit Facility to
$466.8 million.  The Senior Credit Facility matures on June 30,
2010.

At March 31, 2007, the company had no outstanding borrowings under
the company's Asset Securitization, which provides for borrowings
up to $200 million.  As of March 31, 2007, there were letters of
credit outstanding totaling $18.8 million, which reduced the
availability under the Asset Securitization to $181.2 million.

The company believes it has sufficient liquidity to meet its
obligations through 2010.  It expects to make cash contributions
of $100 million to its global defined benefit pension plans in
2007.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?2061

                        Guidance for 2007

The company expects that the continued strength in industrial
markets throughout 2007 should drive year-over-year volume and
margin improvement.  While global industrial markets are expected
to remain strong, the improvements in the company's operating
performance will be partially constrained by restructuring
initiatives, as well as investments, including Project O.N.E. and
Asian growth initiatives.  Project O.N.E. is a program designed to
improve the company's business processes and systems.  In 2006,
the company successfully completed a pilot program of Project
O.N.E. in Canada.  The company expects to complete the
installation of Project O.N.E. for a major portion of its domestic
operations during the second quarter of 2007.

                        Updates on Groups

Industrial Group.  In February, the company announced the launch
of a fully integrated casting operation to produce precision
aerospace aftermarket components at this new site.  In addition,
the company is increasing large-bore bearing capacity in Romania,
China, India and the United States to serve heavy industrial
markets. The Industrial Group expects to benefit from this
increase in large-bore bearing capacity during the second half of
2007.

Automotive Group.  In 2005, the company disclosed plans for its
Automotive Group to restructure its business.  In February 2006,
the company announced plans to downsize its manufacturing facility
in Vierzon, France.

These plans are targeted to collectively deliver annual pretax
savings of about $75 million by 2008, with expected net workforce
reductions of about 1,300 to 1,400 positions and pretax costs of
about $125 million to $135 million, which include restructuring
costs and rationalization costs recorded in cost of products sold
and selling, administrative and general expenses.  In December
2006, the company completed the divestiture of its steering
business located in Watertown, Connecticut and Nova Friburgo,
Brazil.  The steering business employed about 900 associates.

Steel Group.  In January 2007, the company announced plans to
invest approximately $60 million to enable the company to
competitively produce steel bars down to 1-inch diameter for use
in power transmission and friction management applications for a
variety of customers.

                 About The Timken Company

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR)
-- http://www.timken.com/-- manufactures highly engineered  
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial, and railroad industries.  The company has
operations in 27 countries, including Brazil, and employs 27,000
employees.

                        *     *     *

The Timken Company carries Moody's Ba1 Long-Term Corporate Family,
Senior Unsecured Debt and Probability-of-Default Ratings.  The
Outlook is Stable.


TITANIUM METALS: Earns $76.4 Million in Quarter Ended March 31
--------------------------------------------------------------
Titanium Metals Corporation reported net income of $76.4 million
for the quarter ended March 31, 2007, compared to $58.9 million
for the quarter ended March 31, 2006.

The company's net sales increased 19% from $286.9 million during
the first quarter of 2006 to $341.7 million during the first
quarter of 2007 due primarily to increases in average selling
prices and favorable product mix.  Melted product average selling
prices increased 37% and mill product average selling prices
increased 20% during the first quarter of 2007 as compared to the
year-ago period.

Operating income increased 22% to $116.2 million for the quarter
ended March 31, 2007, compared to $95.1 million for the quarter
ended March 31, 2006.  In addition to higher production costs
associated with the shift in product mix comparing the first
quarters of 2006 and 2007, cost of sales also increased due to
higher costs of certain raw materials, including titanium sponge.
Profitability was favorably impacted by TIMET's increased
production levels, as overall plant operating rates improved to
95% in the first quarter of 2007 compared to 88% in the first
quarter of 2006.  Despite the increased cost of sales associated
with higher raw material and production costs, profitability
improved, as the favorable effect of higher average selling prices
and TIMET's improved plant operating rates more than offset the
effect of higher raw material and production costs.

The company's sales order backlog at the end of March 2007 was
$1 billion compared to $1.1 billion at the end of December 2006
and $900 million at the end of March 2006.

                   Balance Sheet and Liquidity

The company's balance sheet as of March 31, 2007, reflected
$1.2 billion in total assets, $338 million in total liabilities,
and $878.9 million in total stockholders' equity.

At March 31, 2007, the company had credit available under existing
U.S. and European credit facilities of $229 million, and it had an
aggregate of $75.6 million of cash and cash equivalents.  The
company's U.S. credit facility matures in February 2011, and its
U.K. credit facility matures in April 2008.  

Based upon the company's expectations of its operating
performance, anticipated demands on its cash resources, borrowing
availability under its existing credit facilities and anticipated
borrowing availability after the maturity of these credit
facilities, the company expects to have sufficient liquidity to
meet short-term obligations and its long-term obligations,
including planned capacity expansion projects.  If actual
developments differ from the company's expectations, the company
said its liquidity could be adversely affected.

The company intends to invest a total of about $150 million to
$200 million for capital expenditures during 2007, primarily for
improvements and upgrades to existing productive capacity,
including expansions of existing sponge and melting capacity,
building new sponge capacity and other additions of plant
machinery and equipment.  The company has spent $13.3 million on
capital expenditures as of March 31, 2007.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?2063

Steven L. Watson, vice chairman and chief executive officer, said,
"TIMET achieved record levels for quarterly net sales and
operating income while maintaining overall sales volumes.  Demand
continued to be strong across all of our end markets, with a
slight improvement in mix of mill products and a favorable mix of
aerospace quality plate and sheet products contributing to the
improved operating results.  These factors added to continuing
improvement in prices and favorably impacted operating margins
during the first quarter of 2007.  Expansion of our productive
capacity across all areas of our manufacturing operations
continues.  Our 4,000 metric ton VDP sponge expansion (Henderson,
Nevada) is now completed, and commercial production commenced in
April 2007.  We expect to be operating at full annual capacity of
approximately 12,600 metric tons by the end of the third quarter
of 2007.  Our electron beam cold hearth addition (Morgantown,
Pennsylvania) of about 8,500 metric tons of melted product annual
capacity is on schedule for an anticipated completion date of
early 2008.  We have commenced design and engineering efforts for
a new VDP sponge plant, which could initially provide an
additional 10,000 to 20,000 metric tons of annual capacity of
premium-grade sponge as early as the end of 2009.

"We have also entered into an extension of an existing third party
sponge supply agreement that will provide for the ability to
purchase up to 2,600 metric tons of additional sponge beginning in
2009 through 2016.  We believe these and other efforts will help
insure that we will be able to maintain certainty, quality and
reliability of supply for our customers.

"We are focusing on initiatives that will increase our
participation in downstream value-added products and capitalize on
our ongoing efforts to increase our existing sponge and melt
capacity.  We are also exploring other opportunities to expand our
existing production and conversion capacities through internal
expansion and long-term third party arrangements, as well as
potential joint ventures and acquisitions.  We will continue our
efforts to focus on operational excellence and efficiency
throughout our organization, which will add benefits as we bring
additional capacity online, initiate planned improvements and
expansions and strategically invest in our business."

                    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.  The company has
substantial operations located in the United Kingdom, France and
Italy.

                           *     *     *

Titanium Metals carries Moody's Investors Services' Caa1 Issuer
Rating and B3 Long-Term Corporate Family Rating.


TXU CORP: Offers 15% Price Reduction After Merger
-------------------------------------------------
TXU Corp. and Texas Energy Future Holdings Limited Partnership,
the holding company formed by Kohlberg Kravis Roberts & Co., Texas
Pacific Group and other investors to acquire TXU Corp., disclosed
that upon close of the transaction, TXU Energy, the retail
subsidiary of TXU Corp., will deliver an unprecedented price cut
totaling 15% for most residential customers compared to the prices
in effect when the merger was disclosed.

This price cut will lead to a combined savings of approximately
$400 million annually or $395 per typical single-family household.
    
"This issue was debated during the 80th session of the Texas
legislature.  The company listened closely and it understand that
the driving force behind the legislation was the desire of elected
officials to lower prices for residential customers," Michael
MacDougall, a partner with Texas Pacific Group, said.
    
As a result of the transaction, TXU Energy will provide most
customers in its traditional service area, over one million
customers, a 15% price reduction as compared to prices in effect
when the merger was disclosed. This unprecedented price reduction
applies to residential customers in TXU Energy's traditional
service area who have not already selected one of TXU Energy's
other retail plans.  In addition to this price cut, TXU Energy
customers who were eligible to receive the $100 appreciation bonus
will still receive the final $25 installment of the bonus.
    
TEF and TXU Energy had stated a total price cut of 10%.  Of that
rate cut, six percent was delivered in March and four percent was
to be delivered upon the close of the merger, which is expected
late this year.  Instead, these residential customers will now
receive the full 10% price cut in early June and receive an
additional 5% when the transaction closes, bringing the total
price cut to 15%.
    
"This is another way that the company plans to strengthen TXU's
commitment to providing customer value," MacDougall said.
    
In addition to the price cut, upon the merger closing, these
customers will receive price protection at the 15% discounted
level through December 2008 -- protection against price increases
due to changing energy market conditions.
    
In addition, TEF confirmed that its commitment to hold a majority
of its ownership stake in the company for a minimum of five years
from closing, and that Oncor will not incur any new debt to
finance the merger transaction at closing or thereafter.  TEF is
also committing to establish a separate board of directors for
each of TXU Corp.'s three operating companies.  These, among a
number of TEF's other commitments, were part of the 14.101 filing
TEF and TXU made with the Public Utility Commission on April 25,
2007, as part of the regulatory process associated with the
transaction.  TEF and TXU have asked the PUC to hold them
accountable for these commitments.
    
With the 15% price cut, residential customers using an average of
1,500 kilowatt-hours of electricity a month will pay approximately
12.4 cents per kWh and save an average of approximately $395
annually on their electric bills.  The price reduction affects
existing customers on the company's most popular month-to-month
pricing plans, making those plans lower than all other incumbents'
Price-to-Beat rollover prices.  TXU SESCO Energy residential
customers who have not selected a different plan will also receive
a price discount that will result in the same 12.4 cents per
kWh price, based on average monthly usage of 1,500 kilowatt-hours
of electricity.
    
"This 15% price cut will provide the company's customers with
lower prices, price protection and an appreciation bonus payment
unmatched by any competitor," said Jim Burke, chief executive
officer, TXU Energy.
    
The entire list of TEF's commitments, as filed with the PUC in its
14.101 filing, includes the:

   -- No Transaction-Related Debt at Oncor Commitment -- Oncor
will not incur, guaranty or pledge assets in respect of any
incremental new debt related to financing the transaction at the
closing or thereafter.  Oncor's financial integrity will be
protected from the separate operations of TXU Energy and Luminant.

   -- Debt-to-Equity Ratio Commitment -- Oncor's debt will be
limited so that its regulatory debt-to-equity ratio is at or below
the assumed debt-to-equity ratio established from time to time by
the PUC for ratemaking purposes, which is currently set at 60
percent debt to 40% equity.  For ratemaking purposes, in its
scheduled rate cases in 2007 and 2008, Oncor will support a cost
of debt that does not exceed Oncor's actual cost of debt
immediately prior to the disclosure the transaction.

   -- Name Change Commitment -- TEF committed to changing the name
of TXU Electric Delivery Company to Oncor Electric Delivery
Company on or before closing of the transaction.  And, in fact,
the name of TXU Electric Delivery Company was changed to Oncor
Electric Delivery Company on April 24, 2007.  Oncor's logo will be
separate and distinct from the logos of the parent, TXU Corp., the
retail electric provider, which will retain the TXU Energy name,
and the power generation company, which announced on May 3, 2007,
that it will rebrand as Luminant Energy.

   -- Separate Board Commitment -- At closing and thereafter,
Oncor will have a separate board of directors that will not
include any members from the boards of directors of TXU Energy or
Luminant.

   -- Separate Headquarters Commitment -- Within a reasonable
transition period after closing of the transaction, not to exceed
6 months, Oncor's headquarters will be located in a separate
building from the headquarters and operations of TXU Energy and
Luminant.

   -- Capital Expenditure Commitment -- Following the closing of
the transaction, Oncor will continue to make capital expenditures
consistent with the capital expenditures in Oncor's business plan.
Total capital spending will depend in part on economic and
population growth in Texas, as well as permitting and siting
outcomes.  However, in any event, over the five years following
the year in which closing of the transaction occurs, Oncor will
make capital expenditures in connection with its transmission and
distribution business in an aggregate amount of more than $3
billion.

   -- DSM/Energy Efficiency Commitment -- Over the five years
following the year in which closing occurs, subsidiaries of TXU
Corp. will expend an aggregate of at least $200 million on demand-
side management/energy efficiency programs over the amount
included by the PUC in Oncor's rates.  This commitment is expected
to double the level of spending on DSM currently included in
Oncor's rates.  Oncor will not seek to recover in rates any of the
$200 million in incremental DSM expenditures.

   -- Service and Safety Commitment -- Oncor will support the
inclusion of negotiated commitments with appropriate stakeholders
regarding reliability, customer service and employee safety in any
final order regarding the transaction issued pursuant to PURA
Section 14.101.

   -- Rate Case Commitment -- If, for any reason, the PUC has not
initiated a general rate proceeding for Oncor or its predecessor
prior to July 1, 2008, Oncor will not later than that date file a
general rate case at the PUC, consistent with its currently
effective settlement agreement with certain municipalities.

   -- Continued Ownership Commitment -- TEF will hold a majority
of its ownership interest in Oncor, in the current regulatory
system, for a period of more than five years after the closing
date of the transaction.
    
In addition, TEF and Oncor have made commitments in the 14.101
filing to support the separation of Oncor from the rest of TXU
Corp. and its subsidiaries.  These commitments include:

   -- Holding Company Commitment -- A new holding company, Oncor
Electric Delivery Holdings, will be formed between TXU Corp. and
Oncor.

   -- Independent Board Commitment -- Each of Oncor Electric
Delivery Holdings and Oncor will have a board of directors
comprised of at least nine persons. A majority of the board
members of each of Oncor Electric Delivery Holdings and Oncor will
qualify as "independent" in all material respects in accordance
with the rules and regulations of the New York Stock Exchange,
from TXU Corp. and its subsidiaries, including TXU Energy and
Luminant, TPG and KKR.  Consistent with TEF's commitments, the
directors of Oncor and Oncor Electric Delivery Holdings will also
not include any members from the boards of directors of TXU Energy
or Luminant.

   -- Affiliate Asset Transfer Commitment -- Neither Oncor
Electric Delivery Holdings nor Oncor will transfer any material
assets or facilities to any affiliates, other than Oncor Electric
Delivery Holdings, Oncor and their subsidiaries, other than such
transfer that       is on an arm's length basis consistent with
the PUC's affiliate       standards applicable to Oncor,
regardless of whether such affiliate standards would apply to the
particular transaction.

   -- Arm's Length Relationship Commitment -- Oncor Electric
Delivery Holdings and Oncor will maintain an arm's length
relationship with TXU Corp. and its subsidiaries consistent with
the PUC's affiliate standards applicable to Oncor.

   -- Separate Books and Records Commitment -- Oncor Electric
Delivery Holdings and Oncor will maintain accurate and appropriate
detailed books, financial records and accounts, including checking
and other bank accounts, and custodial and other securities
safekeeping accounts that are separate and distinct from those of
any other entity.  TEF has also made other commitments unrelated
to Oncor's business and the 14.101 proceeding.  These commitments
are:
    
   -- 15% Price Cut -- Upon closing the transaction, TXU Energy
will provide a 15% price reduction for residential customers in
its traditional service area who have not already selected one of
TXU Energy's competitive retail offers.  Additionally, TXU Energy
customers entitled to receive the $100 customer appreciation bonus
payments will receive the final $25 installment of that bonus.

   -- Increased Low Income Support Commitment -- TEF and TXU
Energy have made an unparalleled commitment of more than $30
million per year to providing relief for low-income residents.  In
addition to the $150 million commitment, the TXU Energy Access
program will include new demand side management initiatives in
conservation, energy efficiency and weatherization.

   -- Five Year TXU Corp. Investment Commitment -- In the current  
      regulatory system, the investor group will commit to hold a
majority of its ownership in TXU Corp. for more than five years
after the transaction closes.

   -- Coal Unit Commitment -- The planned coal-fueled generation
units will be reduced from 11 to three. Plans to build the other
eight coal-fueled units have been suspended and will be cancelled
when the transaction is closed.

   -- Emerging Technologies Commitment -- Significant resources
will be invested in emerging energy technologies, such as
integrated gasification combined cycle coal plants, including an
increased commitment to renewable energy.
  
                     About TXU Corporation

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/ -- is an energy company that manages a  
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
the proposed acquisition of TXU Corp. by a consortium of private
equity investors will likely lead to a period of aggressive
financing that could make TXU a deeply speculative-grade rated
company, Moody's Investors Service says in a new report exploring
the proposed transaction's credit implications.  Currently, only
TXU's senior unsecured debt, at Ba1, is rated non-investment
grade.


URS CORP: Washington Group Deal Cues S&P's Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB+' corporate credit rating, on URS Corp. on CreditWatch
with negative implications.  As of March 30, 2007, the San
Francisco-based engineering firm had total debt of roughly $168
million.
      
"The CreditWatch placement follows URS' announcement yesterday
that it has signed a definitive agreement to acquire fellow
engineering & construction concern Washington Group International
Inc.," said Standard & Poor's credit analyst James Siahaan.  The
purchase price of roughly $2.6 billion will be financed through a
mix of approximately 55% cash and 45% stock.  Following the close
of the acquisition in the second half of 2007, the company
indicates that it expects to have roughly $1.5 billion of debt on
its balance sheet.
     
The acquisition grants URS some improved business capabilities,
such as additional scale, diversity, and nuclear power expertise.  
However, the increased leverage will weaken the company's
financial risk profile.  At the current rating, S&P expect URS to
maintain average total debt to EBITDA and funds from operations to
total debt ratios of 2.5x-3.0x and 25%, respectively.

The resolution of the CreditWatch will follow a discussion with
URS management in which Standard & Poor's will address the
financing of the transaction, the company's post-acquisition
strategic and financial policies, and other details.


VANGUARD CAR: Moody's Affirms Corporate Family Rating at B1
-----------------------------------------------------------
Moody's Investors Service lowered the senior unsecured rating of
ERAC USA Finance Company (a wholly-owned financing conduit of
Enterprise Rent-A-Car Company) to Baa2 from Baa1, and confirmed
the company's Prime-2 short-term rating.  

The ratings benefit from an Enterprise guarantee and the outlook
is stable.  The downgrade recognizes that Enterprise's acquisition
of Vanguard Car Rental USA Holdings Inc will increase its leverage
considerably and will result in credit metrics remaining below
recent levels.  Factors contributing to this increased leverage
are the addition of Vanguard's $4 billion in debt to Enterprise's
$7 billion in existing debt, and the borrowings that Enterprise
will take on to fund the acquisition.  In addition to increased
financial risk, the acquisition will also entail a degree of
integration risk.  Despite these challenges, Moody's believes that
the transaction will enable Enterprise to strengthen its position
in the US on-airport car rental market, and to maintain superior
levels of financial flexibility relative to its peers.  These
strengths provide support for Enterprise's Baa2 long-term and
Prime-2 short-term ratings, and for the stable outlook.

Vanguard's ratings, including the B1 Corporate Family Ratings, are
affirmed and the outlook remains stable.  Moody's anticipates that
change-of-control language will require the repayment of
Vanguard's non-ABS debt.  At that time, the Vanguard ratings will
likely be withdrawn

"Despite the additional leverage, this transaction holds some
compelling strategic opportunities for Enterprise," said Bruce
Clark, Senior Vice President with Moody's.  "The acquisition will
jump-start the company's existing on-airport expansion strategy,
and could provide it a significant competitive advantage in
meeting both the on- and off-airport car rental needs of corporate
clients."

The majority of Enterprise's revenues are generated in the off-
airport market.  Much of this off-airport business comes from
large insurance companies that provide replacement vehicles to
consumers whose cars have been in accidents or are being repaired
under new-car warranty contracts.  Other corporate clients in the
off-airport arena must provide temporary vehicles to their
employees.  However, these insurance and corporate clients also
have extensive on-airport car rental needs. Because of
Enterprise's relatively small presence in the on-airport market,
it has had limited capacity to meet these needs.  The Vanguard
acquisition will significantly increase Enterprise's position in
the on-airport sector, and will enable it to better serve the full
range of rental car requirements of its corporate clients.

"Enterprise has been committed to building its position in the on-
airport market for some time. But, limited availability of space
within airports severely constrained its ability to pursue this
strategy." Clark said. "Acquiring the 20% market share that
National and Alamo have in the on-airport market will raise
Enterprise's overall share in this sector to a very competitive
27%."

Moody's assessment of the operating capability and financial
strategy of Enterprise's management also plays an important role
in the Baa2 rating and stable outlook. Enterprise has remained
highly successful in meeting the needs of its corporate clients in
the off-airport market, and in managing an automobile fleet that
consists primarily of "risk vehicles". Unlike "program vehicles"
which automobile OEMs repurchase from rental companies at agreed
upon prices, risk vehicles pose resale value risk for the rental
company upon the sale of the vehicle - generally seven to twelve
months after purchase. Enterprise has one of the premier systems
for managing risk fleets, and for selling vehicles at a profit
upon disposition. Enterprise's competitors, whose fleets have
historically consisted primarily of program cars, are now moving
aggressively toward risk vehicles because of their lower purchase
prices.

Financially, Enterprise's management has retained a healthy degree
of capital within the business. This prudently conservative
financial strategy, in combination with a strong earnings history,
has enabled Enterprise to steadily and significantly strengthen
its credit metrics during the past six years. As a result, its
current credit metrics are relatively strong, and provide
sufficient financial cushion to undertake the Vanguard
acquisition, yet retain pro forma metrics that Moody's views as
supportive of the Baa2 rating. Moody's believes that preserving a
solidly investment grade rating remains important to Enterprise,
and that the company's ongoing financial strategy will help to
further strengthen its capital structure and credit metrics
following the acquisition. This financial strategy includes
maintaining adequate committed backup for all commercial paper
borrowing and current portions of long-term debt.

As a closely held, family-owned company, Enterprise faces the
possibility that it may have to take on additional debt in order
to pay dividends that would enable owners to meet estate tax
obligations. Moody's believes that the estate tax planning on the
part of the company and owners would enable Enterprise to address
any estate tax event without a material erosion in its credit
metrics.

Enterprise Rent-A-Car Company, headquartered in St. Louis,
Missouri, is the leading provider of in-town and insurance
replacement rental cars in US. ERAC USA Finance Company is a
wholly-owned funding vehicle for Enterprise.

Headquartered in Tulsa, Oklahoma, Vanguard Car Rental Holdings  
LLC -- http://www.vanguardcar.com/-- is a car rental company    
operator of the National Car Rental and Alamo Rent A Car
brands.  It has more than 3,200 locations in 83 countries,
including the United States, Canada, Mexico, Europe, the
Caribbean, Latin America, Hong Kong, Malaysia, the Pacific Rim,
Africa, the Middle East and Australia.


WACHOVIA AUTO: S&P Rates $50 Million Class E Notes at BB
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Auto Loan Owner Trust 2007-1's $2 billion
asset-backed notes series 2007-1.
     
The preliminary ratings are based on information as of May 29,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The credit enhancement in the form of subordination, a
        reserve fund, overcollateralization, and excess spread;

     -- The collateral characteristics of the securitized pool of
        auto loans;

     -- The sequential payment structure, which features a
        reprioritization mechanism under which subordinate
        interest can be used to cover senior principal; and

     -- The transaction's sound legal structure.
   
   
                   Preliminary Ratings Assigned
              Wachovia Auto Loan Owner Trust 2007-1
   
                             Interest               Legal final
   Class   Rtg    Type        rate        Amount     maturity
   -----  ----    ----       --------     ------    -----------
   A-1    A-1+   Senior     Fixed     $384,000,000  June 20, 2008
   A-2    AAA    Senior     Fixed     $613,000,000  July 20, 2010
   A-3a   AAA    Senior     Fixed     $359,000,000  April 20, 2012
   A-3b   AAA    Senior     Floating  $359,000,000  April 20, 2012
   B      AA     Sub        Fixed      $75,000,000  July 20, 2012
   C      A      Sub        Fixed      $80,000,000  Oct. 22, 2012
   D      BBB    Sub        Fixed      $80,000,000  Feb. 20, 2013
   E      BB     Sub        Fixed      $50,000,000  Jan. 20, 2015


WACHOVIA BANK: Moody's Junks Ratings on Classes S & T Certificates
------------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Wachovia Bank Commercial Mortgage Trust 2007-
C31.  The provisional ratings issued on April 13, 2007 have been
replaced with these definitive ratings:


            Class A-1, $50,911,000, rated Aaa
            Class A-2, $663,472,000, rated Aaa
            Class A-3, $188,934,000, rated Aaa
            Class A-PB, $85,402,000, rated Aaa
            Class A-4, $1,025,478,000, rated Aaa
            Class A-5, $250,000,000, rated Aaa
            Class A-1A, $1,327,630,000, rated Aaa
            Class A-M, $584,547,000, rated Aaa
            Class A-J, $460,331,000, rated Aaa
            Class B, $36,534,000, rated Aa1
            Class C, $73,068,000, rated Aa2
            Class D, $73,069,000, rated Aa3
            Class E, $29,227,000, rated A1
            Class F, $51,148,000, rated A2
            Class A-5FL, $500,000,000, rated Aaa
            Class G, $58,484,000, rated A3
            Class H, $80,376,000, rated Baa1
            Class J, $51,147,000, rated Baa2
            Class K, $65,762,000, rated Baa3
            Class L, $29,227,000, rated Ba1
            Class M, $14,614,000, rated Ba2
            Class N, $21,921,000, rated Ba3
            Class O, $14,614,000, rated B1
            Class P, $14,613,000, rated B2
            Class Q, $14,614,000, rated B3
            Class IO, $5,845,468,231*, rated Aaa

*Approximate notional amount

Moody's has assigned definitive ratings to these additional class
of certificates:

            Class S, $7,306,000, rated Caa1
            Class T, $14,614,000, rated Caa2
            Class U, $58,455,231, rated NR

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

            Class A-MFL, $0, WR
            Class A-JFL, $0, WR
            Class X-P, $0, WR
            Class X-W, $0, WR


WINDSTREAM CORP: CT Comms Deal Cues S&P to Affirm BB+ Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating and 'BB-' unsecured debt rating on Little Rock,
Arkansas-based Windstream Corp.  The outlook is negative.
     
The 'BBB-' bank loan rating on Windstream Corp.'s $2.9 billion
senior secured credit facilities and the ratings on the senior
unsecured debt of Windstream subsidiaries, ALLTEL Georgia
Communications Corp., Alltel Communications Holdings of the
Midwest Inc., and the senior secured debt of Valor
Telecommunications Enterprises LLC, which are either pari passu or
structurally ahead of the parent company's senior secured credit
facilities, remain on CreditWatch with positive implications.  The
'1' recovery ratings on Windstream's senior secured facilities and
Valor's senior secured notes are not on CreditWatch.
     
Windstream is a rural local exchange carrier providing voice and
data communication services to about 3.2 million access lines in
16 states.  Debt outstanding at March 31, 2007, totaled about
$5.5 billion.
      
"The rating actions follow Windstream's definitive agreement to
acquire CT Communications," said Standard & Poor's credit analyst
Susan Madison.  Windstream will acquire CT Communications, a North
Carolina-based rural telephone company, for about $585 million in
debt and cash.  The transaction, which is expected to close by
year-end, will add about 158,000 access lines to Windstream's
portfolio, almost doubling its presence in North Carolina.  
Although pro forma for the transaction, debt to latest-12-month
EBITDA could weaken to around 3.6x from 3.3x currently, depending
on the amount of debt used to finance the transaction, this
parameter remains consistent with S&P's 'BB+' rating on
Windstream.
     
The ratings on Windstream reflect an aggressive shareholder-
oriented financial policy with a commitment to a substantial
common dividend that limits potential debt reduction; accelerating
competition for voice and data services from cable operators that
could lead to significant pricing and margin pressure; and flat-
to-declining revenues from its mature local telephone business.  
Tempering factors include the company's position as the dominant
provider of local and long distance telecommunications services in
secondary and tertiary markets, which may experience less
aggressive cable telephony deployment; growth potential from data
and Internet services; solid operating margins; and moderate
capital requirements.

                             *********

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.

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