TCR_Public/070604.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, June 4, 2007, Vol. 11, No. 131

                             Headlines

ABCLO 2007-1: Moody's Rates $11.75 Million Class D Notes at Ba2
ABLE ENERGY: Acquires Eleven Plaza Units of All American Plazas
AERCO LTD: S&P Puts Default Ratings on Five Note Classes
AIRBORNE HEALTH: S&P Affirms B Rating on $180 Million Loans
ALLIANCE ATLANTIS: Fairness Hearing on Plan Slated for June 28

AMERICAN SURGICAL: Case Summary & 20 Largest Unsecured Creditors
AMERICREDIT PRIME: S&P Rates $25.14 Million Class E Notes at BB
AMP'D MOBILE: Filed for Chapter 11 Protection in Delaware
AMP'D MOBILE: Case Summary & 20 Largest Unsecured Creditors
B&W INVESTMENTS: Voluntary Chapter 11 Case Summary

BALLY TOTAL: To File for Chapter 11 Bankruptcy Protection
BEAZER HOMES: Moody's Lowers Ratings on Likely Covenant Violation
BI-COUNTY PAVING: Case Summary & 20 Largest Unsecured Creditors
CALPINE CORP: Discloses 5-Year Renewable Geothermal Energy Program
CANTRONIC SYSTEMS: TSX Okays Debt-for-Equity Swap with CalTech

CARIBOU RESOURCES: Jed Oil Provides Update on Buyout Offer
CAVENDISH ANALYTICAL: Chapter 15 Petition Summary
CHENIERE ENERGY: Exercises Stock Purchase Options
CNH GLOBAL: S&P Lifts Corporate Credit Rating to BB+ from BB
COMMUNITY HEALTH: Commences Tender Offer for $300MM Senior Notes

COUDERT BROS: Gets Court Nod to Challenge $85MM Malpractice Suit
CRICKET COMMUNICATIONS: Moody's Ups Corporate Family Rating to B2
CYBER CONTINUITY: Case Summary & 13 Largest Unsecured Creditors
DELTA AIR: Discloses Promotion of Three Leaders
DENNY'S CORP: Names VP Jay Gilmore as Chief Accounting Officer

EINSTEIN NOAH: April 3 Balance Sheet Upside-Down by $132.2 Million
EMERSON REINSURANCE: S&P Puts Low-B Ratings on $225 Million Loans
EMERYVILLE QUARTERS: Case Summary & 20 Largest Unsecured Creditors
FAIRFAX FINANCIAL: $280.9 Million of Old Notes Tendered at May 30
FLAGSHIP CLO: S&P Rates $20 Mil. Class E Flat-Rate Notes at BB

FOOT LOCKER: Ceases Acquisition Pursuit for Genesco
FOOT LOCKER: S&P Retains Negative Watch After Rejected Genesco Bid
FOREST OIL: Commences Private Offering for $500MM of Senior Notes
FOREST OIL: Earns $6.8 Million in Quarter Ended March 31
FOREST OIL: Special Meeting of Shareholders Scheduled Tomorrow

FOREST OIL: S&P Rates $500 Million Senior Note Offering at B+
FOREST OIL: Moody's Rates $500 Million Sr. Unsec. Notes at B1
FREEPORT ASSOCIATES: Case Summary & 16 Largest Unsecured Creditors
GAWAIN MINISTRIES: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: To Invest $44 Million in Bedford Foundry

GENESCO INC: Rejects Foot Locker's $51-Per-Share Cash Proposal
GENESCO INC: S&P Says Ratings Still on Watch Despite Bid Rejection
GEOKINETICS: Completes Amended Credit Agreement with PNC Bank
GOODYEAR TIRE: Equity Offering Completion Cues S&P to Up Ratings
GREEN EARTH: S&P Rates $91 Million Senior Credit Facilities at B+

GTP ACQUISITION: Moody's Assigns Low-B Ratings on Class F Notes
HAYES LEMMERZ: Completes Three Recapitalization Transactions
HEALTH NET: Closes Additional $100 Million Senior Notes Offering
INSIGHT HEALTH: Plan Confirmation Hearing Slated for July 9
INSIGHT HEALTH: Extends Unit's 9-7/8% Notes Offering to July 31

HOSPITALITY PROPERTIES: Buys 40 Petro Stopping Centers for $630MM
INFOUSA INC: Pursues Business Expansion at Papillon Office
ISLE OF CAPRI: Board Gives Go Signal for Refinancing
JABIL CIRCUIT: Moody's Confirms Ba1 Corporate Family Rating
JEAN COUTU: Reschedules Tender Offer Early Acceptance to June 4

JEAN COUTU: Senior Notes Tender Offer to Expire on June 14
JED OIL: Provides Update on Caribou Resources Acquisition
K. HOVNANIAN: Moody's Lowers All Ratings on High Debt Leverage
KINGSLAND V: Moody's Rates $14.9 Million Class E Notes at Ba2
KKR FINANCIAL: Moody's Assigns Low-B Ratings to Two Note Classes

KNOLL INC: Adopts SEC Rule 10b5-1 on $50 Million Share Repurchase
KRAFT LLC: Case Summary & Largest Unsecured Creditor
LABRANCHE & CO: Moody's May Cut Ba3 Senior Rating After Review
LAMAR ADVERTISING: Commences Exchange Offer for 2-7/8% Notes
LASALLE COMMERCIAL: Moody's Puts Low-B Ratings on Six Note Classes

LB-UBS COMMERCIAL: S&P Lifts Rating on Class T Certificates to B-
LCM V: Moody's Rates $16.5 Million Class E Notes at Ba2
LEAP WIRELESS: Revenue Growth Cues S&P's Positive Outlook
LEAR CORP: Says No Competing Bids Were Filed, Tata's Offer Gloomy
LEISURE INC: Voluntary Chapter 11 Case Summary

LIFEPOINT HOSPITAL: Purchases Additional $75 Million of Notes
MAC CAPITAL: Moody's Assigns Low-B Ratings to Three Note Classes
MARKOV CDO: Moody's Rates $5 Million Class E Notes at Ba1
MILAGRO ENERGY: Closes Sale of 7.5 Million Common Shares
MORGAN STANLEY: Moody's Cuts Rating Two Cert. Classes to Ba2

NAPIER ENVIRONMENTAL: Cuts Talks to Acquire Perfectly Natural
NORTHWEST AIRLINES: Bankruptcy Emergence Cues S&P's B+ Rating
NPS PHARMA: March 31 Balance Sheet Upside-Down by $212.6 Million
NZAC INTERNATIONAL: Case Summary & Largest Unsecured Creditor
ON SEMICONDUCTOR: Ridge Property Ends Sale Agreement with SCI LLC

OPTION ONE: Moody's Cuts Ratings on Nine Tranches to Low-B
OWNIT MORTGAGE: Creditors Committee Balks at CEO's Salary
PINNACLE ENTERTAINMENT: Launches Offering for $350 Mil. Notes
PINNACLE ENTERTAINMENT: Moody's Rates $350 Mil. Sr. Notes at B3
PINNACLE ENTERTAINMENT: S&P Rates Proposed $350MM Notes at B-

PLAYTEX PRODUCTS: Moody's Cuts Rating on $150 Million Notes to Ba3
PROTECTION ONE: March 31 Balance Sheet Upside-Down by $85.1 Mil.
PTA RIVERHOUSE: Case Summary & Largest Unsecured Creditor
QWEST COMMS: Subsidiary Completes $500 Million Notes Offering
RADIATION THERAPY: Agrees to Buy Treatment Center for $18.6MM

RADNET INC: March 31 Balance Sheet Upside-Down by $49.4 Million
RADNET INC: Moss Adams Refuses Re-election as Company Auditor
RADNET INC: Inks $11.7 Million Agreement to Buy Borg Imaging
RAM ENERGY: March 31 Balance Sheet Upside-Down by $2.2 Million
RAM ENERGY: Subsidiary Buys Layton Enterprises' Oil and Gas Leases

REGAL ENT: March 29 Balance Sheet Upside-Down by $131.6 Million
RITE AID: Expects to Close Brooks Eckerd Acquisition Today
RIVIERA HOLDINGS: Appoints Mark Lefever as Black Hawk's President
RIVIERA HOLDINGS: Evaluating Riv Acquisition's Buy Out Offer
ROCK CREEK: Case Summary & 20 Largest Unsecured Creditors

ROCKWALL CDO: Moody's Rates $26 Million Class B-2L Notes at Ba2
SEALY CORPORATION: Feb. 25 Balance Upside-Down by $153.8 Million
SIPEX CORP: March 31 Balance Sheet Upside-Down by $12.4 Million
SNV PROPERTIES: Voluntary Chapter 11 Case Summary
SOLUTIA INC: Completes Sale of Dequest Business to Thermphos

SPANISH BROADCASTING: S&P Cuts Rating on $350MM Facilities to B-
STRUCTURED ASSET: DBRS Places BB Ratings on 2 Class Certificates
SUNNY DELIGHT: Improved Performance Cues S&P's Upgrade to CCC+
TANGER FACTORY: Articles of Incorporation Amendment Approved
TOWER RECORDS: Files Joint Disclosure Statement in Delaware

TOWN OF MARION: Judge Olack Dismisses Chapter 9 Petition
U.S. ENERGY: Emerges from Chapter 11 Bankruptcy Protection
WELLSFORD REAL: Completes $35 Million Reis Merger
WICKES INC: Employs RSM McGladrey as Expert Witness
WINDSTREAM CORP: CT Comms Accepts $585 Million Merger Proposal

YUKOS OIL: Prana Makes Final Payment for Moscow Headquarters
YUKOS OIL: Dutch Court Allows Liquidator to Sell Foreign Assets

* Dewey Ballantine Opens Financial Service Practice in Charlotte

* BOND PRICING: For the week of May 28 - June 1, 2007

                             *********

ABCLO 2007-1: Moody's Rates $11.75 Million Class D Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by ABCLO 2007-1, Ltd.:

   (1) Aaa to the $245,000,000 Class A-1a Floating Rate
       Notes Due 2021;

   (2) Aa1 to the $26,500,000 Class A-1b Floating Rate
       Notes Due 2021;

   (3) Aa2 to the $9,000,000 Class A-2 Floating Rate Notes
       Due 2021;

   (4) A2 to the $18,250,000 Class B Deferrable Floating
       Rate Notes Due 2021;

   (5) Baa2 to the $12,500,000 Class C Deferrable Floating
       Rate Notes Due 2021; and

   (6) Ba2 to the $11,750,000 Class D Deferrable Floating
       Rate Notes Due 2021.

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

AllianceBernstein L.P. will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


ABLE ENERGY: Acquires Eleven Plaza Units of All American Plazas
---------------------------------------------------------------
Able Energy, Inc. is on the way to completing its business
combination with All American Plazas, its largest stockholder.

This business combination will result in Able Energy acquiring and
operating eleven multi-use truck stop plazas owned by AAP.

This business combination was approved by more than a two-thirds
majority of Able's disinterested stockholders at a special meeting
of Able's stockholders held on Aug. 29, 2006.  Able will assume
certain of AAP's debt as a part of the combination.  The company
will issue to AAP 10 million restricted shares of its common stock
in consideration for the combination.

The company will issue 1,666,667 shares, which will be held in
escrow.  In the event that the company's Board, in exchange for
additional consideration from AAP, agrees to assume AAP's
obligations as to certain convertible debentures it had previously
issued, then the escrowed shares will be issued to the debenture
holders that elect to convert their debentures to the company's
common stock, with any remaining escrowed shares to be released to
AAP. The Board's determination to assume the convertible
debentures will be based on whether or not the debenture holders
elect to convert their respective debentures into shares of Able's
common stock and the additional consideration to be provided by
AAP.

In the event that the debenture holders do not elect to convert or
the Board does not agree to assume the debenture obligations, then
all of the shares held in escrow will be released to AAP.  After
the company issues the shares to AAP, the company will have
14,808,090 shares of common stock issued and outstanding -- which
includes the 1,666,667 shares held in escrow -- of which 11
million shares, or approximately 74.3% of Able's outstanding
shares, will be owned by AAP.  The closing price of Able's common
stock on Tuesday, May 29, 2007 was $1.62.

Both AAP and its controlling stockholder have agreed to a voting
lock-up of the shares that AAP holds in Able regarding election of
member's of the company's Board until such time as AAP and its
majority stockholder no longer hold a majority of the company's
issued and outstanding shares of common stock.

Additionally, Gregory D. Frost will return to serve as the
company's CEO and Chairman, following a termination of his leave
of absence.

Mr. Frost stated, "I am excited about resuming my duties as CEO.
We are very pleased by the overwhelming support of our
shareholders in approving the AAP acquisition and energized by the
prospect of combining our Company with AAP's assets.  The
combination will result in an increase of Able's annualized
revenues from $75 million to approximately $270 million and
provide Able with revenue year-round.  The combination will also
enable the company to cross-market all of its energy products
while at the same time reducing its operating costs.  The AAP
facilities will provide the company with additional distribution
points for the sale of home heating oil, bioheat, and biodiesel
fuel to commercial and residential customers."

                        About Able Energy

Based in Rockaway, New Jersey, Able Energy Inc., (Other
OTC: ABLE.PK) -- http://www.ableenergy.com/-- through its
subsidiaries, distributes and provides services relating to home
heating oil, propane gas, kerosene, and diesel fuels.  The company
also offers complete heating, ventilation and air conditioning
installation and repair and other services and also markets other
petroleum products to commercial customers, including on-road and
off-road diesel fuel, gasoline, and lubricants.  Its current
subsidiaries are Able Oil Company Inc., Able Energy New York Inc.,
Able Oil Melbourne Inc., Able Energy Terminal LLC, and
PriceEnergy.com Inc.

                       Going Concern Doubt

Marcum & Kliegman LLP reported that certain conditions raise
substantial doubt about Able Energy Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended June 30, 2006.  Marcum & Kliegman cited the
company's losses from continuing operations of about $6.2 million,
$2.2 million and $1.7 million during the years ended June 30,
2006, 2005 and 2004, respectively.  The auditing firm further
reported that the company has used cash from operations of about
$1.7 million for the year ended June 30, 2006, and has a working
capital deficiency of about $432,000 at June 30, 2006.


AERCO LTD: S&P Puts Default Ratings on Five Note Classes
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of notes issued by AerCo Ltd. to 'D'.

The downgrades reflect limited cash flows to the trust, which have
resulted in a shortfall of minimum principal to the class A notes.
Consequently, this deficit has caused all principal and interest
to be locked out to subordinate tranches, which caused an interest
shortfall to the B-1, B-2, C-1, C-2, and D-2 notes.  S&P believe
the combination of inadequate cash flows experienced by the trust
and accrued interest shortfalls create a likely scenario that
sufficient collections will not be available to cover future
interest payments on the subordinated tranches.

Standard & Poor's will continue to monitor the other outstanding
notes issued by AerCo, and S&P will take additional rating actions
if performance deteriorates further.


                   Ratings Lowered

                     AerCo Ltd.

                               Rating
                               ------
          Class         To              From
          -----         --              ----
           B-1          D               CCC-/Negative
           B-2          D               CCC-/Negative
           C-1          D               CCC-/Negative
           C-2          D               CCC-/Negative
           D-2          D               CC


              Other Outstanding Ratings

                     AerCo Ltd.

               Class           Rating
               -----           ------
                A-3             BBB/Stable
                A-4             A/Stable


AIRBORNE HEALTH: S&P Affirms B Rating on $180 Million Loans
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' bank loan
rating and revised its recovery rating on Airborne Health Inc.'s
$160 million senior secured term loan B and $20 million senior
secured revolving credit facility to '4', indicating expectations
of marginal recovery (25%-50%) in the event of a payment default,
from '5'.

The rating action reflects Airborne's continued market penetration
in spite of negative publicity surrounding dietary supplements in
the preventative cold/cough product class, and the fact that
competitors continue to enter the market--suggesting that a market
for these products will remain, in which Airborne continues to be
a major player.

Ratings List

Airborne Health Inc.

Corporate Credit Rating   B/Stable/--

Ratings Affirmed; Recovery Rating Action

Airborne Health Inc.

                           To                 From
                           --                 ----
$180 Million Senior
  Secured Financing        B (Recov Rtg: 4)   B (Recov Rtg: 5)


ALLIANCE ATLANTIS: Fairness Hearing on Plan Slated for June 28
--------------------------------------------------------------
The Ontario Superior Court has extended until, June 28, 2007,
Alliance Atlantis Communications Inc.'s fairness hearing in
connection with its Plan of Arrangement, pursuant to which AA
Acquisition Corp., a subsidiary of CanWest MediaWorks Inc., would
acquire all of the outstanding shares of Alliance Atlantis for $53
cash per share.

Alliance Atlantis, AA Acquisition, and GS Capital Partners VI,
L.P. have also agreed with Movie Distribution Income Fund and its
subsidiary trust, Movie Distribution Holding Trust, that the claim
by Holding Trust announced in a media release on April 4, 2007
relating to whether Holding Trust's consent was required in
connection with the Plan would be heard on the same date.

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

Separately, Alliance Atlantis obtained relief from the Ontario
Superior Court of Justice from the requirement to hold its annual
general meeting by the end of June 2007.  The Court extended the
date to Dec. 31, 2007.

                     About Alliance Atlantis

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

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Moody's Investors Service changed the direction of its current
ratings review of Alliance Atlantis to down from up.  The company
currently carry these ratings: Corporate Family Rating at Ba2;
Probability-of- Default rating at Ba3; Senior Secured rating at
Ba1; and Loss-Given-Default rating for Senior Secured debt, LGD2
(26%).

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


AMERICAN SURGICAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American Surgical Pharmacy, Inc.
        103 East Highland Avenue
        San Bernardino, CA 92404

Bankruptcy Case No.: 07-12966

Type of Business: The Debtor owns and operates a pharmacy.

Chapter 11 Petition Date: May 29, 2007

Court: Central District Of California (Riverside)

Judge: Mitchel R. Goldberg

Debtors' Counsel: Ian Landsberg, Esq.
                  McGuirreWoods, L.L.P.
                  1800 Century Park East, 8th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 315-8200
                  Fax : 310-315-8210

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
California, D.H.S.          overpayment            $15,303,627
Third Party Liability       amount
Branch Recovery
Section-Overpayment
Unit, M.S. 4720
P.O. Box 997421
Sacramento, CA
95899-7421

Curative                    trade debt                $843,859
61 Spit Brook Road
Nashua, NH 03060

C.S.L. Behring              trade debt                $181,331
1020 1st Avenue
King of Prussia, PA
19406-0901

F.F.F. Enterprises          trade debt                $135,951

McGuireWoods, L.L.P.        attorney fees              $35,000
                            and costs

City Clerk San Bernardino   government                  $6,097

Valley Wholesale Drug       trade debt                  $2,842
Co., Inc.

M.J.M. Capital, L.P.        rent                        $2,700

Fullerton Lemann            trade debt                  $1,510

Pacificare Life &           insurance                   $1,086
Health Insurance

Qualitest                   trade debt                  $1,020
Pharmaceuticals, Inc.

Linda K. Shubert            professional                $1,000
                            services

State Farm Insurance        insurance                     $607

American Express            trade debt                    $504

Pacific Pharmacy            trade debt                    $423
Computers, Inc.

D.L.C. Distributing Co.     trade debt                    $236

Astra Tech, Inc.            trade debt                    $210

Medisource Direct           trade debt                    $210

U.P.S.                      trade debt                    $182

Miller Forge, Inc.          trade debt                    $142


AMERICREDIT PRIME: S&P Rates $25.14 Million Class E Notes at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
AmeriCredit Prime Automobile Receivables Trust 2007-1's
$1 billion automobile receivables-backed notes series 2007-1.

The ratings reflect:

     -- The pool, which has a 708 weighted average FICO score
        and comprises prime and nearprime loans.  Bay View
        Acceptance Corp. originates approximately 68% of the
        loans and AmeriCredit Financial Services Inc. 32%;

     -- The credit enhancement; and

     -- The sound legal structure.


                      Ratings Assigned
    AmeriCredit Prime Automobile Receivables Trust 2007-1

             Class         Rating        Amount
             -----         ------        ------
             A-1           A-1+       $155,000,000
             A-2           AAA        $320,000,000
             A-3           AAA        $210,000,000
             A-4           AAA        $186,800,000
             B             AA          $35,190,000
             C             A           $32,680,000
             D             BBB+        $35,190,000
             E*            BB          $25,140,000


         * The class E notes are privately placed.


AMP'D MOBILE: Filed for Chapter 11 Protection in Delaware
---------------------------------------------------------
Amp'd Mobile, Inc. filed for protection under Chapter 11 of the
Bankruptcy Code with the U.S. Bankruptcy Code for the District of
Delaware.

In a statement released, the company said that its back-end
infrastructure, as a result of rapid growth, was unable to keep up
with customer demand.

The company further says that the bankruptcy filing was initiated
in order to sustain and strengthen the company's momentum in the
market place.

The company expects to continue normal business operations
throughout the reorganization process.

The company also said that it is confident it will emerge from
stronger than ever for these reasons:

    * the strength of Amp'd Mobile's brand and high customer
      demand for the product;

    * during the reorganization process, the company are working
      with one of Amp'd Mobile's largest investors to obtain
      debtor-in-possession financing;

    * the company's investor supports the company's vision,
      strategic direction and business plan; and

    * Amp'd Mobile's senior management team remains largely intact
      as it continues to focus on improving and scaling its
      backend infrastructure.

The company gave assurance that services will remain uninterrupted
and will continue to provide customers with the best service
possible.

Amp'd Mobile - http://www.ampd.com/-- is the first integrated
mobile entertainment company for youth, young professionals and
early adopters, and the only 3G carrier in the US specifically
targeting that demographic.  By leveraging the power of broadband
wireless, Amp'd Mobile offers traditional services such as voice
and text within a completely fresh user interface designed
specifically for the "mobile graduate" and third-generation (3G)
technology.  With a myriad of customizable options to meet each
person's individual needs, as well as strategic alliances with top
entertainment properties, such as MTVN and Universal Music Group,
Amp'd Mobile brings a more relevant, personal experience to the
wireless lifestyle with unique music, video, community,
entertainment, sports and gaming offerings divided into various
channels for quick and easy access.


AMP'D MOBILE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Amp'd Mobile, Inc.
        aka Amp'd Mobile, LLC
        1925 South Bundy
        Los Angeles, CA 90025

Bankruptcy Case No.: 07-10739

Type of Business: The Debtor is a Mobile Virtual Network Operator.
                  See http://www.ampd.com/

Chapter 11 Petition Date: June 1, 2007

Court: District of Delaware

Debtor's Counsel: Steven M. Yoder, Esq.
                  The Bayard Firm
                  222 Delaware Avenue, Suite 900
                  Wilmington, DE 19899
                  Tel: (302) 655-5000
                  Fax: (302) 658-6395

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  More the $100 Million

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Verizon Wireless              Trade Debt             $33,035,759
P.O. Box 9622
Mission Hills, CA 91346-9622

Motorola, Inc.                Trade Debt             $16,355,787
600 North
US Highway 45
Libertyville, IL 60048

Vivendi                       Promissory Note        $10,070,909
800 Third Avenue, 5th Floor
New York, NY 10022

Horizon Media Inc.            Trade Debt              $8,644,636
630 Third Avenue
New york, NY 10017

Best Buy                      Trade Debt              $8,045,761
11301 West Pico Boulevard
Los Angeles, CA 90064

Taxi Inc.                     Trade Debt              $3,754,592
11 Beach Street, 10th Floor
New York, NY 10013

SFX Marketing                 Trade Debt              $2,100,000
2000 West Loop South
Suite 13
Houston, TX 77027

Asurion Insurance Services    Trade Debt              $2,014,245
P.O. Box 110807
Nashville, TN 37222-0807

American Wireless             Trade Debt              $1,797,420
541 Division Street
Campbell, CA 95007

Client Logic                  Trade Debt              $1,707,555
3102 West End Avenue
Suite 1000
Nashville, TN 37203

Qualcomm, Inc.                Trade Debt              $1,440,362
File #56220
Los Angeles, CA 90074-6220

BCBGI Boston Communications   Trade Debt              $1,434,917
Group
P.O. Box 845878
Boston, MA 02284-5878

MTV Networks                  Trade Debt              $1,388,014
P.O. Box 13801
Newark, NJ 07188-0801

Celluphone USA, LLC           Trade Debt              $1,367,115
6119 E. Washington Boulevard
Commerce, CA 90040

Printing Management           Trade Debt              $1,326,133
Associates
17128 Edwards Road
Cerritos, CA 90703

Sento Corporation             Trade Debt              $1,131,205
420 East South temple #400
Salt Lake City, UT 84111

Forward Mobility LLC          Trade Debt              $1,065,862
1435 Koll Circle, Suite 110
San Jose, CA 95112

Endless Wireless Group, Inc.  Trade Debt              $1,048,043
Sunset Industrial Park
10 21st Street
Brooklyn, NY 11232

Sitel Operating Corp.         Trade Debt                $991,416
3102 West End Avenue
Suite 1000
Nashville, TN 37203

Brightpoint North America     Trade Debt                $922,454
1615 Paysphere Circle
Chicago, IL 60674


B&W INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: B&W Investments
        650 Town Center Drive, Suite 1300
        Costa Mesa, CA 92626

Bankruptcy Case No.: 07-11580

Chapter 11 Petition Date: May 31, 2007

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtors' Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, L.L.P.
                  660 Newport Center Drive, Suite 320
                  Newport Beach, Ca 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


BALLY TOTAL: To File for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Bally Total Fitness reached an agreement in principle on the
proposed terms of a consensual restructuring with certain holders
of over 80% in amount of its 9-7/8% Senior Subordinated Notes due
2007.

The company plans to implement the proposed restructuring through
a pre-packaged Chapter 11 bankruptcy filing of the parent company,
Bally Total Fitness Holding Corporation, and certain of its
subsidiaries.

The restructuring will reduce the principal outstanding on the
Existing Senior Subordinated Notes by $150 million by exchanging
all existing Senior Subordinated Notes for a new class of
subordinated notes, common equity and the right to participate in
the $77.5 million rights offering.

The consenting Senior Subordinated Noteholders, including
affiliates of Tennenbaum Capital Partners, LLC, Goldman Sachs &
Co., and Anschutz Investment Company, have agreed in principle,
subject to the execution of definitive documentation and
satisfaction of conditions precedent by the company, to consent to
the proposed restructuring plan and to subscribe to their pro rata
portion of new senior subordinated notes to be issued in a $77.5
million rights offering as part of the proposed plan.  The right
to participate in the rights offering will be available to all
holders of the Existing Senior Subordinated Notes and certain
other unsecured creditors.  The consenting Senior Subordinated
Noteholders have agreed to purchase any notes not subscribed for
in the rights offering, assuring that the full $77.5 million is
raised by the company.  The company intends to enter into a plan
support agreement with the consenting Senior Subordinated
Noteholders providing for their commitment to vote for the plan
and to backstop the rights offering and containing customary
provisions governing interim operations of the Company and
restricting the terms of compensation arrangements, new contracts,
and modifications to bank financing agreements.

"We are pleased to have achieved such strong support for a
consensual restructuring that reduces our debt, reduces our annual
cash interest obligations by approximately $29 million and
provides the new cash and cash availability to continue to serve
our members and invest in our fitness centers," Don R. Kornstein,
Bally's Chief Restructuring Officer and Interim Chairman, stated.
"This agreement in principle with the consenting Senior
Subordinated Noteholders lays the foundation for a restructuring
process that will enable us to invest in our clubs and upgrade our
business model to provide a superior fitness experience for our
3.5 million members and a top- quality work environment for our
20,000 employees."

The Chapter 11 filing is conditioned upon, among other things,
receipt of the approval of the proposed plan of reorganization by
66-2/3% in principal amount and a majority in number of the
holders of the Company's 10-1/2% Senior Notes due 2011, who vote
on the plan.  The company expects to commence the formal process
of vote solicitation in mid-June.  If the necessary votes are
received, the restructuring would be implemented through a
voluntary pre-packaged bankruptcy filing under Chapter 11 of the
U.S. Bankruptcy Code to be commenced in July 2007.  Absent
superior proposals from other funding sources or existing
constituencies, the company expects to complete its reorganization
within 60 days of filing its bankruptcy petition.

Under the proposed plan:

   * Subject to the consent of its senior lenders, the company's
     senior secured credit facility would be amended to waive all
     existing defaults and any provision triggered by
     implementation of the proposed plan, and to provide increased
     covenant flexibility.  Although such funding is not necessary
     for its continued operations, the company may enter into a
     debtor-in-possession financing facility.

   * The principal, interest rate, maturity and guarantees on the
     company's Senior Notes would remain the same.  Holders of the
     Senior Notes will be asked to consent to certain waivers and
     amendments to the indenture governing the Senior Notes, and
     upon the effectiveness of the proposed plan, holders of
     Senior Notes would receive a fee equal to 1% of the face
     value of their notes.

   * The Senior Note Indenture would be amended to waive all
     existing defaults and any provisions triggered by
     implementation of the proposed plan (including the change of
     control put option), eliminate the requirement that the
     company file and provide SEC reports (but the company will be
     required to provide annual (audited, to the extent available)
     and quarterly financials, including MD&A and 8-K reportable
     events), and increase the permitted debt basket for the
     senior credit facility to $325 million (with no reduction for
     any asset sales) and the debt basket for purchase money debt
     and capital leases to $100 million.

   * Holders of the Existing Senior Subordinated Notes and certain
     unsecured creditors (which may include lease rejection
     claims) would receive in exchange for their claims their pro-
     rata share of New Subordinated Notes in the principal amount
     of $150 million, representing 50% of their existing
     principal, non-detachable rights to participate in the rights
     offering for the New Senior Subordinated Notes, and shares of
     common stock representing 100% of the equity in the
     reorganized company.  The New Subordinated Notes would mature
     five years from the effective date of the proposed plan and
     would bear interest at 13% per annum if paid in kind or 11.5%
     per annum if paid in cash, at the company's option upon
     satisfaction of a toggle covenant of 2.25:1.00 minimum
     interest coverage and $50 million minimum liquidity, which
     will be determined on a pro forma basis after giving effect
     to the proposed payment of interest on the New Subordinated
     Notes and the New Senior Subordinated Notes.  The New Senior
     Subordinated Notes to be issued in the rights offering will
     rank senior to the New Subordinated Notes, but otherwise will
     have similar economic terms.

   * The company and its subsidiaries may reject selected leases
     and other contracts in the bankruptcy.

   * Existing equity would be cancelled for no consideration.

The company expects to continue normal club operations during the
restructuring process and would emerge from Chapter 11 no longer
subject to public reporting obligations.

The company also believes it will be able to file its Annual
Report on Form 10-K for the year ended Dec. 31, 2006 by the end of
June.

                    About Bally Total Fitness

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

                          *     *     *

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


BEAZER HOMES: Moody's Lowers Ratings on Likely Covenant Violation
-----------------------------------------------------------------
Moody's Investors Service lowered Beazer Homes USA, Inc.'s
corporate family rating to Ba2 from Ba1 and the ratings on the
company's senior notes to Ba2 from Ba1.  The ratings outlook is
negative.

The downgrade is based on Moody's projections that the company
will come very close to violating its 2.0 times interest coverage
covenant in fiscal 2007.  In the press release dated Dec. 19,
2006, Moody's stated that Beazer's ratings could be lowered if the
company experiences considerable tightness under the interest
coverage covenant.  For the trailing 12 month period ended March
31, 2007, the interest coverage, as defined in the bank credit
agreement, was 3.6 times.  The downgrade also reflects the
deterioration of the company's other earnings-based metrics,
including return on assets and gross margins, into the B ratings
category.

The negative outlook reflects Moody's view that Beazer's credit
metrics will continue to erode as the homebuilding industry
conditions are expected to be difficult throughout 2007 and any
recovery in 2008 is likely to be sluggish.

At the same time, Moody's recognizes that the company has been
able to generate positive cash flow from operations on a trailing
12 month basis for two consecutive quarters. Beazer generated $225
million of CFO for the trailing twelve month period ended March
31, 2007, and at present, Moody's projects the company's CFO to be
positive for fiscal 2007.

The outlook could stabilize if the company continues to generate
strong CFO, uses the cash flow to reduce its interest burden and
thus maintains satisfactory headroom in the interest coverage
covenant in its bank credit facility. The ratings could be lowered
further:

   (i) if the company's interest coverage, as defined in the
       bank credit facility, falls below 2.0 times on a Moody's
       projected basis;

  (ii) if Moody's expects the company will not be able to
       generate positive CFO for fiscal 2007;

(iii) if there is an indication of widespread fraud in the
       company's origination practices or a concern that
       acquiescence with such abuses extended up the corporate
       ladder;

  (iv) if the company re-leverages its balance sheet to above
       55%;

   (v) Beazer were to use free cash flow to repurchase a
       significant amount of shares; or

  (vi) the company were to generate modest quarterly pre-
       impairment losses on a sustained basis or significant
       pre-impairment losses in any one quarter.

These ratings for Beazer were lowered:

   -- Corporate family rating, lowered to Ba2 from Ba1;

   -- Probability of Default Rating lowered to Ba2 from Ba1;

   -- Senior notes ratings, lowered to Ba2 (LGD-4, 53%) from Ba1
      (LGD-4, 53%).

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. is one
of the country's ten largest single-family homebuilders with
operations in 21 states.  Homebuilding revenues and net income for
the trailing twelve month period ended March 31, 2007 were $4.6
billion and $92 million, respectively.


BI-COUNTY PAVING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bi-County Paving Corp.
        701-9 Koehler Avenue
        Ronkonkoma, NY 11779

Bankruptcy Case No.: 07-42930

Type of Business: The Debtor is a paving contractor.

Chapter 11 Petition Date: May 31, 2007

Court: Eastern District of New York (Brooklyn)

Debtors' Counsel: C. Nathan Dee, Esq.
                  Cullen & Dykman, L.L.P.
                  100 Quentin Rooselvelt Boulevard
                  Garden City, NY 11530
                  Tel: (516) 724-3817
                  Fax: (516) 357-3792

                        -- and --

                  Matthew G. Roseman, Esq.
                  Cullen and Dykman Bleakley Platt, L.L.P.
                  100 Quentin Roosevelt Boulevard
                  Garden City, NY 11530
                  Tel: (516) 296-9106

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Richard W. Grim, Inc.                                 $540,000
P.O. Box 11960
Remsenburg, NY 11960

Suffolk Asphalt                                       $517,143
100 Rogers Avenue
Westhampton Beach, NY
11978

Rason Asphalt, Inc.                                   $359,039
P.O. Box 350
Old Bethpage, NY 11804

John Colombo, Sr.                                     $325,501
c/o Daniel J. Osojnak
14 Front Street
Suite 101
Hempstead, NY 11550

Horan Sand & Gravel Corp.                             $253,034
85 Oak Drive
Syosset, NY 11791

Cornell & Co.                                         $190,983

Watral Brothers, Inc.                                 $140,500

Terra Drilling Co., Inc.                              $124,434

Nassau Asphalt Supply                                 $123,728
Corp.

Travelers                                              $82,258

Bimasco, Inc.                                          $80,413

United Fence & Guard Rail                              $67,289

H.O. Penn Mechinery                                    $56,861

Ulma Form Works, Inc.                                  $56,593

Reclamation Inc. of L.I.                               $50,810

Vibrananlysis Seismic Con.                             $46,233

C.A.P. Equipment Rental                                $41,655
Corp.

Underpinning & Foundation                              $40,504

Windsor, Inc.                                          $31,428

Peduto Construction Co.,                               $24,201
Inc.


CALPINE CORP: Discloses 5-Year Renewable Geothermal Energy Program
------------------------------------------------------------------
Calpine Corporation has launched a five-year, multi-million dollar
green power program designed to increase power production by up to
80 megawatts at the company's Geysers geothermal operations in
northern California.

The program includes a new, two-year multi-rig drilling program to
expand steam production and identify new sources of geothermal
power and also to rebuild eight older geothermal turbines to make
them even more energy-efficient.  The company also owns, leases
and operates low-carbon, natural gas-fired power plants.  Using
advanced technologies, Calpine generates electricity in a reliable
and environmentally responsible manner for the customers and
communities it serves.

California energy and environmental leaders, including California
Public Utilities Commissioner Timothy Alan Simon, joined Calpine's
Chief Executive Officer Robert P. May today at The Geysers
Geothermal Visitor Center in Middletown, California, where
Calpine's new geothermal power program was announced.

"As California's largest renewable and low-carbon power provider,
Calpine remains committed to generating electricity in an
environmentally and socially responsible manner," stated May.
"Calpine was founded on geothermal power production and remains
committed to providing clean, reliable and affordable low-carbon
and renewable power generation from our operations here in
California and across the country.  Today we renew our commitment
to The Geysers in honor of our customers who demand clean sources
of energy and the dedicated employees who continue to operate
these facilities safely around the clock."  May added that Calpine
anticipates spending $200 million to initiate the repowering and
exploration phase of the program and would consider further
development at The Geysers if Calpine is able to enter into long
term power sales contracts.

Joining Calpine in announcing the company's Geysers Repowering
Program was Commissioner Timothy Alan Simon of the California
Public Utilities Commission, who stated, "The PUC welcomes this
additional investment in meeting California's energy needs.  We
all have to work together to provide the infrastructure for
California's growing population and reach the state's aggressive
goal of obtaining 20 percent of our power from renewable sources
by 2010."

Rep. Mike Thompson, U.S. Congressman from California's First
Congressional District which includes The Geysers, said, "As a
Congressman and a member of the Renewable Energy Efficiency
Caucus, I am proud of the work Calpine is doing here in my
district.  Our nation's future will be increasingly dependent on
technologies and renewable energy sources that work with, not
against, the environment.  The exploration of new sources of
clean, reliable geothermal energy points to what is possible when
one stops relying on fossil fuels and starts relying on ingenuity
and creativity."

Located about 100 miles north of San Francisco, The Geysers is the
single-largest geothermal operation in the world, with Calpine's
portfolio of units there generating 725 megawatts of renewable
energy.  It is one of California's most beneficial domestic energy
resources, representing about 25 percent of the state's renewable
energy production. Geothermal power plants take advantage of a
natural, clean energy source -- heat from the earth's interior --
to produce electricity. Because these plants do not burn fossil
fuel, they have an inherent environmental advantage.

Calpine owns 19 of the 21 geothermal units at The Geysers and a
vast network of steam fields, making the company California's
largest renewable energy provider.  Unlike other renewable energy
resources like wind and solar, geothermal power plants
continuously generate electricity so Calpine's geothermal units
run with near-perfect (97%) availability 24-hours a day, seven
days a week. Because they interconnect with five separate major
transmission lines, they can deliver electricity throughout
California.

Calpine will be tapping production and exploratory wells -- some
as deep as 11,000 feet -- to expand steam production and to
identify new sources of geothermal power.  To further enhance
production, the company is committing to rebuild many of its older
facilities for higher efficiencies and to sustain clean, reliable
geothermal generation for decades to come. In addition, Calpine is
expanding and sustaining production from this renewable resource
through wastewater recharge projects whereby clean reclaimed
wastewater from local municipalities is recycled into the
geothermal resource where it is converted into steam for
electricity production.  This provides an environmentally sound
wastewater discharge solution for neighboring cities and increases
the long-term productivity of the geothermal operation.

                   About Calpine Corporation

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 49 Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).

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


CANTRONIC SYSTEMS: TSX Okays Debt-for-Equity Swap with CalTech
--------------------------------------------------------------
The TSX Venture Exchange has approved Cantronic Systems Inc.'s
Shares for Debt transaction with the California Institute of
Technology, wherein Cantronic will issue 538,053 Commons Shares of
the company at a deemed price of $0.141 to Caltech to settle
outstanding debt of $75,865.46.

The Common Shares issued will be subject to a four-month hold
period from the date of closing.  The Debt Settlement Shares will
be held in escrow pursuant to a pooling agreement, the terms of
which are to include that the trustee under the Pooling Agreement
will hold the share certificates for release as to one-quarter of
the Debt Settlement Shares every three months starting on the date
which falls three months from the date of the Pooling Agreement.
The issuance of the Debt Settlement Shares will not result in a
change of control.

                      About Cantronic Systems

Based in Vancouver, British Columbia, Cantronic Systems Inc. (TSX
VENTURE: CTS) -- http://www.cantronics.com/-- manufactures
instruments with infrared night vision technology, specializing in
passive and active infrared cameras, infrared illuminators, low
light infrared sensitive CCD cameras and long-range night vision
surveillance systems for demanding homeland security applications.

Cantronic, through its U.S. subsidiary QWIP Technologies, Inc.,
holds a worldwide exclusive license from the California Institute
of Technology to produce and sell infrared detectors and sensors
based on Caltech's Quantum Well Infrared Photodetector technology.

                        Going Concern Doubt

In the going concern paragraphs of Cantronic Systems' financial
statements for the nine months ended Oct. 31, 2006, the company
said that it incurred a net loss of $820,879 at Oct. 31, 2006.
The company also speculated that it might not have sufficient
working capital for the next twelve months.  These factors, the
company said, raised substantial doubt about its ability to
continue as a going concern.  In order to mitigate these factors,
the company said it is still in the process of trying to
identifying sources for additional financing to fund working
capital requirements and the ongoing development of the
company's business.


CARIBOU RESOURCES: Jed Oil Provides Update on Buyout Offer
----------------------------------------------------------
JED Oil Inc. said that its previously announced offer to Caribou
Resources Corp. to acquire all of its shares and settle with its
creditors has moved closer to acceptance.

At a hearing Thursday in the Court of Queen's Bench of Alberta in
Calgary, an Order was granted approving an extension of the stay
of proceedings until June 14, 2007, to give Caribou and its
Monitor, Deloitte & Touche Inc., the necessary time to negotiate
the final details of the transaction with the Company, and for JED
to acquire the security and liability owed by Caribou to its major
secured creditor.

The only other offer for Caribou before the court, that was
presented by Caribou's major secured creditor, has expired and not
been renewed, and the major secured creditor is supporting JED's
offer.

"[Thurs]day's extension by the court and JED's agreement with
Caribou's major secured creditor has gone a long way towards our
goal of acquiring Caribou," stated James Rundell, JED's President.
"Subject to the negotiation of the final details of our offer with
Caribou and the Monitor, and acquiring the secured creditor's
liability and security in Caribou's assets over the next two
weeks, we anticipate that Caribou's acceptance of our offer and
court authorization to pursue the required approvals to close the
transactions should occur on June 14th."

JED's offer consists of:

    * payment in full in cash to the major secured creditor of
      approximately $26.7 million, plus payment in cash to any
      creditors with security in priority to the major secured
      creditor;

    * payment in cash of approximately $345,500 plus an issuance
      of 5 million common shares to the unsecured creditors
      totaling approximately $17.7 million; and

    * an issuance of up to 4 million common shares for the
      acquisition of all of the 39 to 40 million shares of Caribou
      on the basis of one common share of JED for every 10 shares
      of Caribou held.

JED has delivered approximately $185,000 as a deposit with its
offer.

Under the CCAA procedure, the Caribou offer must be selected as
the best offer for the creditors by the Court of Queen's Bench,
which will be addressed on the new hearing date of June 14th.  The
offer must then also be approved by Caribou's creditors and
Caribou's shareholders.

The issuance by JED of up to 9 million common shares is also
subject to the approval of JED's common shareholders under the
rules of the AMEX. The settlement with Caribou creditors will be
effected under a Plan of Arrangement under the CCAA, and the
acquisition of the shares of Caribou will be effected under a Plan
of Arrangement under the Business Corporations Act (Alberta),
which would also be an element of the Plan of Arrangement under
the CCAA.  An Information Circular with detailed information will
be mailed to JED and Caribou shareholders.  Following completion
of the transactions, Caribou would either become a wholly-owned
subsidiary of JED, or would amalgamate with or be acquired by a
wholly-owned subsidiary or affiliate of JED.

                           About JED Oil

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

                      About Caribou Resources

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

In January 2007, Caribou filed for protection under the Canadian
Companies' Creditors Arrangement Act.


CAVENDISH ANALYTICAL: Chapter 15 Petition Summary
-------------------------------------------------
Petitioner: Wolrige Mahon, Ltd.
            c/o Cathy Reece, Esq.
            Fennemore Craig, P.C.
            3003 North Central Avenue
            Suite 2600
            Phoenix, AZ 85012
            Tel: (602) 916-5343

Debtor: Cavendish Analytical Laboratory, Ltd.
        c/o Wolrige Mahon, Ltd.
        Ninth Floor, Commerce Pl.
        400 Burrard Street
        Vancouver V6C 3B7
        B.C., Canada

Case No.: 07-00922

Type of Business: The Debtor specializes in automated analytical
                  chemistry analysis in Canada.  It has over 80
                  creditors in Canada with claims totalling over
                  CDN$1,800,000.

                  In the United States, it owes $180,000 to
                  Actlabs, Inc. and $2,503 to Carbone of America.

                  In Feb. 7, 2006, the involuntary bankruptcy
                  petition filed against the Debtor in Jan. 27,
                  2006, in a Canadian court was granted.  Wolrige
                  Mahon, Ltd. was appointed as Trustee and foreign
                  representative in the same day.  Upon
                  information and belief, Actlabs, Inc. had taken
                  possession  of the Debtor's assets in the State
                  of Arizona in Jan. 4, 2006.  In Jan. 24, 2006,
                  Actlabs, Inc. filed a lawsuit against the Debtor
                  and a related entity for a judgment for $180,000
                  and for a judgment foreclosing the interests of
                  the Debtor in its assets in the State of
                  Arizona.

                  In May 30, 2006, Actlabs, Inc. amended its
                  lawsuit by adding, inter alia, a claim for
                  rescission.  The complaint is now pending in a
                  court in Arizona.  See http://www.cavendish.ca/

Chapter 15 Petition Date: May 30, 2007

Court: District of Arizona (Tucson)

Petitioner's Counsel: Cathy L. Reece, Esq.
                      Fennemore Craig, P.C.
                      3003 North Central Avenue, Suite 2600
                      Phoenix, AZ 85012-2913
                      Tel: (602) 916-5343
                      Fax: (602) 916-5543

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million


CHENIERE ENERGY: Exercises Stock Purchase Options
-------------------------------------------------
Cheniere Energy, Inc. has notified Credit Suisse International of
Cheniere's irrevocable commitment to exercise, on one or more
occasions on or before July 23, 2007, all of Cheniere's options to
purchase from Credit Suisse an aggregate of 9,175,595 shares of
Cheniere's common stock for $35.42 per share.

Cheniere's options to purchase the shares are part of the
previously disclosed issuer call spread entered into in July 2005
by Cheniere and Credit Suisse in connection with Cheniere's
issuance of $325 million of 2.25% Convertible Senior Notes due
2012.  Cheniere also gave Credit Suisse notice of election of
physical settlement of the options, thereby requiring Credit
Suisse to deliver 9,175,595 physical shares to Cheniere.

Cheniere also reported that it has closed a $400 million credit
facility with an affiliate of Perry Corp, a significant beneficial
owner of Cheniere's shares, providing for a loan bearing interest
at a fixed rate of 9.75% per annum and maturing on May 31, 2012.
Proceeds of the loan will be used for general corporate purposes,
including the $325 million purchase of the 9,175,595 shares of
outstanding Cheniere common stock from Credit Suisse, and to pay
fees and expenses incurred in connection with the credit facility.

                    About Cheniere Energy Inc.

Based in Houston, Texas, Cheniere Energy, Inc. (AMEX: LNG) --
http://www.cheniere.com/-- operates a network of three,
100-percent owned, onshore LNG receiving terminals, and related
natural gas pipelines, along the Gulf Coast of the U.S.  The
company is in the early stages of developing a business to market
LNG and natural gas.  To a limited extent, it is also engaged in
oil and natural gas exploration and development activities in the
Gulf of Mexico.  The company operates four business segments, LNG
receiving terminal; natural gas pipeline; LNG and natural gas
marketing; and oil and gas exploration and development.

                           *     *     *

Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cheniere Energy, Inc. and affirmed its 'BB'
rating on the $600 million term B bank loan at Cheniere LNG
Holdings LLC, an indirectly owned, 100% subsidiary of Cheniere
Energy.  The outlook is stable.


CNH GLOBAL: S&P Lifts Corporate Credit Rating to BB+ from BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on CNH Global N.V. and related entities to 'BB+' from 'BB'
following the same rating action taken by Standard & Poor's on
CNH's parent company, Italy-based Fiat SpA.  The outlook is
positive.

The corporate credit rating and outlook on publicly traded CNH are
the same as those on auto and truck manufacturer Fiat due to the
close ties between the two entities.  Fiat views CNH as a core
business and continues to provide strong liquidity support to CNH
by way of intercompany loans and bank loan guarantees.  Fiat has
an approximate 90% equity ownership stake in CNH.  The company has
a satisfactory business position as the world's second-largest
agricultural equipment maker and as a major manufacturer of
construction equipment.  It also has an aggressive, but improving,
financial profile.


COMMUNITY HEALTH: Commences Tender Offer for $300MM Senior Notes
----------------------------------------------------------------
Community Health Systems, Inc. has commenced a cash tender offer
for any and all of its outstanding $300,000,000 aggregate
principal amount of 6-1/2% Senior Subordinated Notes due 2012 on
the terms and subject to the conditions set forth in the company's
offer to purchase and consent solicitation statement dated
May 31, 2007.

The company is also soliciting consents to certain proposed
amendments to the indenture governing the Notes to, among other
things, eliminate substantially all of the restrictive covenants,
eliminate or modify certain events of default and certain
conditions to defeasance of the Notes and eliminate or modify
related provisions contained in the indenture and the Notes.  The
tender offer documents more fully set forth the terms of the
tender offer and consent solicitation.

The tender offer will expire at 12:00 midnight, New York City
time, on June 27, 2007, unless extended or earlier terminated by
the company.  The company reserves the right to terminate,
withdraw or amend the tender offer and consent solicitation at any
time subject to applicable law.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn prior to the Consent Date
described below, and accepted for purchase pursuant to the tender
offer will be determined as specified in the tender offer
documents and will be equal to the present value, minus accrued
interest, on the applicable payment date for the tender of Notes
of:

   (i) $1,032; and

  (ii) the remaining scheduled interest payments on such Notes
       after the payment date for the tender of Notes to
       Dec. 15, 2008, in each case determined on the basis of a
       yield to the Redemption Date equal to the sum of:

       (A) the yield on the 3?% U.S. Treasury note due
           Dec. 15, 2008, as calculated by Credit Suisse
           Securities (USA) LLC and Wachovia Securities, acting as
           dealer managers, in accordance with standard market
           practice, based on the bid side price for the Reference
           Treasury Security on the price determination date, as
           described in the tender offer documents; plus

       (B) a fixed spread of 50 basis points.

The company will pay accrued and unpaid interest up to, but not
including, the applicable payment date.  Each holder who validly
tenders its Notes and delivers consents on or prior to 5:00 p.m.,
New York City time, on June 13, 2007 will be entitled to a consent
payment, which is included in the total consideration above, of
$30 for each $1,000 principal amount of Notes tendered by such
holder if such Notes are accepted for purchase pursuant to the
tender offer.  Holders who tender Notes are required to consent to
the proposed amendments to the indenture and the Notes.  Any
tender of Notes prior to the Consent Date may be validly withdrawn
and consents may be validly revoked at any time prior to the
consent date, but not thereafter except under limited
circumstances.  The proposed amendments will not become effective,
however, until a majority in aggregate principal amount of the
outstanding Notes, whose holders have delivered consents to the
proposed amendments, have been accepted for payment.  Holders who
tender Notes after the consent date will not be entitled to
receive the consent payment.

The company has reserved the right to accept for purchase at any
time following the Consent Date but prior to the Expiration Date
all Notes then validly tendered.  If the company elects to
exercise this option, it will pay for such Notes on a date
promptly following the Early Acceptance Time.  On the Early
Payment Date, the company will also pay accrued and unpaid
interest up to, but not including, the Early Payment Date on the
Notes accepted for purchase.

Subject to its right to exercise this early acceptance option, the
company currently expects to accept for purchase, and pay the
total consideration and the tender offer consideration with
respect to, all validly tendered Notes on a date promptly
following the Expiration Date.

The company's obligation to accept for purchase, and to pay for,
Notes validly tendered and not withdrawn pursuant to the tender
offer and the consent solicitation is subject to the satisfaction
or waiver of certain conditions, including, among others, the
satisfaction of all conditions to the consummation of the merger
under the previously announced merger agreement among the company,
Triad Hospitals, Inc. and FWCT-1 Acquisition Corporation, the
company or one of the company's affiliates having issued up to
$3.365 billion of debt, the company having sufficient available
funds to pay the total consideration with respect to all Notes and
the receipt of sufficient consents with respect to the proposed
amendments to the indenture and the Notes.  The company intends to
finance the purchase of the Notes and related fees and expenses
with a portion of the proceeds from the proposed issuance of the
New Debt.  The complete terms and conditions of the tender offer
and the consent solicitation are set forth in the tender offer
documents which are being sent to holders of Notes.  Holders of
Notes are urged to read the tender offer documents carefully.

The company has retained Credit Suisse and Wachovia Securities to
act as Dealer Managers in connection with the tender offer and
consent solicitation.

                     About Community Health

Based in Franklin, Tenn., Community Health Systems Inc.
(NYSE: CYH) -- http://www.chs.net/-- is a leading operator of
general acute care hospitals in non-urban communities throughout
the country.  Through its subsidiaries, the company currently
owns, leases or operates 78 hospitals in 21 states.  Its hospitals
offer a broad range of inpatient medical and surgical services,
outpatient treatment and skilled nursing care.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2007,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Brentwood, Tennessee-based hospital owner and
operator Community Health Systems Inc. on CreditWatch with
negative implications.


COUDERT BROS: Gets Court Nod to Challenge $85MM Malpractice Suit
----------------------------------------------------------------
Coudert Brothers LLP obtained permission from the U.S. Bankruptcy
Court for the Southern District of New York to attempt to dismiss
an $85 million malpractice suit brought by the Debtor's former
client, Statek Corp., Bill Rochelle of Bloomberg News reports.

According to Bloomberg, the Court allowed Coudert to file papers
asking a U.S. district court to throw out the Statek suit.

Statek's case, Bloomberg says, has been frozen since Coudert
sought bankruptcy protection in 2006.

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.  The Debtor filed its Chapter 11 Plan of
Liquidation and Disclosure Statement in March 2007.  The Court has
adjourned the hearing to consider the adequacy of the Debtor's
disclosure statement from May 30, 2007, to June 15, 2007.


CRICKET COMMUNICATIONS: Moody's Ups Corporate Family Rating to B2
-----------------------------------------------------------------
Moody's Investors Service upgraded Cricket Communications Inc.'s
corporate family rating to B2 from B3 reflecting Moody's belief
that company's strong operating momentum is likely to continue
through the next couple of years and enable its adjusted leverage
of 6.0x to rapidly improve despite continuing high levels of cash
consumption.

Moody's said it believes Cricket has the capacity within its B2
rating to withstand a reasonable increase in debt that the company
has publicly disclosed it is now considering raising for general
corporate purposes, including the build-out of new markets.

At the same time, Moody's upgraded the company's senior secured
rating to Ba3 from B1 and its senior unsecured rating to Caa1 from
Caa2 and affirmed the company's SGL-2 liquidity rating.  The long
term ratings reflect a B2 probability of default and loss given
default assessments of LGD2, 26% for the senior secured facilities
and LGD 5, 81% for the senior unsecured notes.  The outlook is
stable.

Ratings Upgraded:

   -- Corporate family rating to B2 from B3;

   -- Probability of default rating to B2 from B3;

   -- $1.1 billion senior secured bank facility to Ba3, LGD 2,
      26% from B1, LGD 2, 27%;

   -- $750 million senior unsecured notes to Caa1, LGD 5, 81%
      from Caa2, LGD 5, 80%.

Ratings Affirmed:

   -- Speculative grade liquidity rating at SGL-2.

The B2 corporate family rating considers Moody's expectations that
Cricket's rapid growth plans will consume a significant amount of
cash for the next few years as it seeks to build-out wireless
networks and launch service in several additional markets.  The
company's differentiated service offering, which offers unlimited
calling and data plans for a flat fee and requires no signed
contract, has exceeded Moody's expectations over the past several
quarters. T he B2 rating nonetheless considers Moody's views that
Cricket's execution risks to ongoing new market builds are
significant and that industry price competition is likely to
intensify as the national wireless penetration rate approaches
80%.

Leap Wireless International, Inc. wholly-owns Cricket
Communications Inc., which is a wireless service provider.  Both
companies are headquartered in San Diego, California.


CYBER CONTINUITY: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cyber Continuity Center-West Chicago, L.L.C.
        465 Central Avenue, Suite 250
        Northfield, IL 60093

Bankruptcy Case No.: 07-09659

Type of Business: The Debtor is a consortium for the design,
                  construction and management of communication
                  technology facilities.  See
                  http://www.cybercontinuity.com/

Chapter 11 Petition Date: May 29, 2007

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtors' Counsel: Norman B. Newman, Esq.
                  Much Shelist Freed Denenberg, P.C.
                  191 North Wacker Drive, Suite 1800
                  Chicago, IL 60601
                  Tel: (312) 521-2492
                  Fax: (312) 521-2392

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 13 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
F.C.L. Builders, Inc.                              $15,154,595
1150 Spring Lake Drive
Itasca, IL 60143

CenterPoint Properties                              $7,064,133
1808 Swift Drive
Oak Brook, IL 60523

Russell T. Stern, Jr.                               $2,060,000
3990 Rum Row
Naples, FL 34102

Sentinel Technologies,                                $742,263
Inc.
P.O. Box 71419
Chicago, IL 60694

Hanson Professional                                   $212,567
Services, Inc.

Fusion Risk Management                                 $50,000

Environmental Systems                                   $9,293
Design

Fitzgerald & Hewes,                                     $6,750
L.L.P.

Commonwealth Edison                                     $2,893

The Seaton Group, Inc.                                  $2,375

E.J.C. International                                    $2,339
Services, L.L.C.

The Wire Market                                         $1,500

Cintas Document Management                                 $70


DELTA AIR: Discloses Promotion of Three Leaders
-----------------------------------------------
Delta Air Lines (NYSE:DAL) promoted three Delta leaders who were
integral to the company's ongoing transformation from a
domestically focused carrier to a truly global airline.

Robert Cortelyou is being promoted from vice president to senior
vice president - Network Planning.

Pam Elledge is being promoted from vice president to senior vice
president - Global Sales and Distribution.

Gail Grimmett is being promoted from vice president to senior vice
president - Revenue Management.

"Under their leadership, the company successfully implemented one
of the biggest network restructurings in airline history, enabling
Delta to significantly improve its revenue performance against the
industry," said Glen Hauenstein, executive vice president -
Network and Revenue Management.  "Our goal this year is to
completely close the remaining revenue gap with our network
competitors, and I'm confident that this team can accomplish
that."

As senior vice president - Network Planning, Bob Cortelyou will
continue to be responsible for network planning and worldwide
route development.  During his 22-month tenure at Delta, Mr.
Cortelyou and his team have introduced and implemented the largest
international expansion in the airline's history with the launch
of more than 60 new international routes.  Mr. Cortelyou's efforts
formed the cornerstone of the company's network restructuring and
Delta's return to leadership in the industry.  Mr. Cortelyou is a
25-year airline veteran.

In her role as senior vice president - Global Sales and
Distribution, Ms. Elledge will continue to be responsible for
business growth efforts in all revenue channels and for leading
Delta's worldwide sales organization.  Last year her team opened a
record number of sales offices around the world to support Delta's
international expansion, including complex and emerging markets in
Eastern Europe, Asia and Africa.  Ms. Elledge, a 27-year Delta
veteran, has held various positions of increasing responsibility
within the sales organization.

As senior vice president - Revenue Management, Gail Grimmett will
continue to be responsible for pricing and inventory management
strategies for Delta's global network.  Under her leadership, the
revenue management team implemented an industry-leading revenue
management system and competitive pricing strategies that
accelerated Delta's emergence from Chapter 11 by achieving its
revenue targets more than a year ahead of schedule.  During Ms.
Grimmett's 12 years at Delta, she has held various positions
including managing director - Investor Relations and chief
economist - Corporate Forecasting and Planning.

"These promotions underscore our commitment to building a network
that takes our customers to places where they most want to visit
and do business," said Lee Macenczak, executive vice president -
Sales and Marketing.  "This team will continue to be critical in
building the infrastructure needed to increase Delta's global
presence, including serving emerging markets like Africa and
Asia."

                        About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (NYSE:DAL)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 2007, the Court confirmed the Debtors' plan.

                         *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services raised its ratings on Delta Air
Lines Inc. (B/Stable/--), including raising the corporate credit
rating to 'B', with a stable outlook, from 'D', following the
airline's emergence from Chapter 11 bankruptcy proceedings.


DENNY'S CORP: Names VP Jay Gilmore as Chief Accounting Officer
--------------------------------------------------------------
Denny's Corporation reported Jay C. Gilmore, Vice President and
Corporate Controller, has assumed the additional title of Chief
Accounting Officer effective May 23, 2007.

The company said that the addition of the title recognizes the
shifting of the principal accounting role, previously held by the
company's chief financial officer, to the company's Corporate
Controller.

Mr. Gilmore will continue to report to F. Mark Wolfinger,
Executive Vice President, Growth Initiatives and Chief Financial
Officer.

Mr. Gilmore, 38, joined the company in February 1999 as Assistant
Corporate Controller and became Corporate Controller of the
company in February 2001 and Vice President in January 2005.

Mr. Gilmore was with KPMG LLP in Greenville, SC for approximately
eight years where he was a senior audit manager.

                      About Denny's Corporation

Headquartered in Spartanburg, South Carolina, Denny's Corporation
(Nasdaq: DENN) -- http://www.dennys.com/-- is a full-service
family restaurant chain in the U.S., with 521 company-owned units
and 1,024 franchised and licensed units, with operations in the
United States, Canada, Costa Rica, Guam, Mexico, New Zealand and
Puerto Rico.

                             *     *     *

Denny's Corp. carries Standard & Poor's 'B+' Long Term Foreign
Issuer and 'B+' Long Term Local Issuer ratings.


EINSTEIN NOAH: April 3 Balance Sheet Upside-Down by $132.2 Million
------------------------------------------------------------------
Einstein Noah Restaurant Group Inc., fka New World Restaurant
Group Inc., reported total assets of $133.2 million, total
liabilities of $265.4 million, and total stockholders' deficit of
$132.2 million as of April 3, 2007.

The company had a negative working capital with total current
assets of $24.9 million and total current liabilities of
$32.9 million.

In its third consecutive profitable quarter, the company reported
net income of $1.1 million, versus a net loss of $12.1 million in
the same quarter last year.  The year-ago first quarter net loss
included $8.8 million in costs associated with the redemption and
prepayment of $160 million in notes.

Cash balances at April 3, 2007, included $5.1 million in cash
and cash equivalents and $3.1 million in restricted cash versus
$5.5 million in cash and cash equivalents and $2.7 million in
restricted cash at Jan. 2, 2007.  The company invested
$6.2 million in cash in the first quarter for new property and
equipment, including new stores and store equipment, remodeling of
existing stores, manufacturing operations and general corporate
purposes.

"We are pleased with our continued profitable results and overall
financial performance," said Paul Murphy, president and chief
executive officer.  "We understand that our ability to deliver
value to our investors is dependent on our ability to consistently
deliver value to our customers at the individual restaurant level.
Over the past several years we have worked diligently to improve
store operations and enhance the dining experience with high
quality food, a progressive menu and superior customer service.
Positive customer feedback and 10 consecutive quarters of
increased comparable store sales is evidence that our initiatives
are working.  The multi-unit franchise development agreement we
recently signed with MC Squared Investments LLC, is further
confirmation of the growing popularity and strong potential of our
restaurants."

Rick Dutkiewicz, chief financial officer, added, "Our improved
financial results, combined with lower interest expense, have
strengthened our ability to advance our expansion plans in 2007.
We are currently focused on building 11 to 15 new company-owned
restaurants, including Einstein Bros.  Bagels in the West, Midwest
and South and Noah's New York Bagels in California and the Pacific
Northwest.  In addition, in 2007, we intend to upgrade
approximately 25 of our current restaurants with enhancements such
as self-service coolers, an expanded coffee bar, a separate
station for to-go items and improved ordering systems.  We will
continue to evaluate underperforming stores for closure in order
to strengthen overall operations and performance."

                        About Einstein Noah

Einstein Noah Restaurant Group Inc., formerly known as New World
Restaurant Group Inc. (Other OTC: NWRG.PK) --
http://www.newworldrestaurantgroup.com/-- is a quick casual
restaurant industry that operates locations primarily under the
Einstein Bros. and Noah's New York Bagels brands and primarily
franchises locations under the Manhattan Bagel brand.  As of April
3, 2007, it operated 597 restaurants under the brands Einstein
Bros. Bagels, Noah's New York Bagels, Manhattan Bagel, Chesapeake,
and New World Coffee in 36 states and the District of Columbia.
The company also operates a dough production facility.


EMERSON REINSURANCE: S&P Puts Low-B Ratings on $225 Million Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned the following bank
loan ratings to Emerson Reinsurance Co. Ltd.'s proposed four bank
loans totaling $550 million:

     -- Loan A ($185 million, maximum modeled probability of
        attachment of 0.7 basis point; bp) rated 'A'.

     -- Loan B ($140 million, 15.6 bps) rated 'BBB-'.

     -- Loan C ($165 million, 90.4 bps) rated 'BB+'.

     -- Loan D ($60 million, 140 bps) rated 'BB'.

"The differences in ratings reflect the probabilities of the debt
becoming impaired," said Standard & Poor's credit analyst James
Brender.  The ratings are preliminary pending review of final
legal documents related to the transaction.

Emerson is a limited-life, special-purpose Class-B reinsurance
company domiciled in the Cayman Islands established specifically
to provide reinsurance protection to CIG Reinsurance Ltd. and New
Castle Re Ltd.  Emerson is similar in several respects to other
special purpose reinsurers commonly referred to as sidecars.  It
will provide coverage on an excess of loss basis.

"The ratings on all the loans are based on a comparison of the
adjusted probabilities of attachment to Standard & Poor's criteria
for default probabilities for catastrophe-linked securitizations,"
added Mr. Brender.  "This criteria prescribes maximum adjusted
probabilities of default at each rating level for debt issued by a
sidecar."  The adjusted probability of attachment is the modeled
probability of attachment, with qualitative adjustments assessed
by Standard & Poor's to address risks not expressly captured in
the model.

Standard & Poor's qualitative adjustments apply a cushion on the
modeled probability of attachment to address the possibility for
modeling error or unfavorable variances between Emerson's business
plan assumptions and actual results.  The cushion can be expressed
in basis points, dollars of catastrophe losses, or a percentage of
the modeled catastrophe losses that would cause attachment.

The cushions incorporated in the ratings on Emerson's loans are
less than those applied to most other similarly rated debt issued
by sidecars.  The primary reasons for this difference are the
structural provisions that severely limit risks besides
catastrophe losses and modeling error and greater due diligence.
These positive factors are balanced by the difficulties modeling
natural disasters and the cedants' lack of an established
competitive position.

Loan D has a modeled probability of attachment and a Standard &
Poor's adjusted probability of attachment of 140 bps and 277 bps,
respectively.  The modeled probability of attachment corresponds
to catastrophe losses of $650 million, and the Standard & Poor's
adjusted probability of attachment assumes catastrophe losses of
$548 million.  The difference of $102 million equates to a 16%
cushion when expressed as a percentage of unadjusted modeled
catastrophe losses.  This cushion is less than the cushions
applied to other similarly rated debt issued by other sidecars,
for the reasons mentioned in the above paragraph.  The Standard &
Poor's adjusted probabilities of attachment for Loan A, Loan B,
and Loan C are 14 bps, 54 bps, and 167 bps, respectively.  The
cushions for Loan A, Loan B, and Loan C are 17%, 12%, and 12%,
respectively.  Loan D has a larger cushion because it is exposed
to attachment from a single event.

The cedants will enter into four separate reinsurance agreements
with Emerson.  Each loan will fully collateralize the potential
obligations of one and only one reinsurance agreement.  The
proceeds of each loan will be placed in a separate, dedicated
trust, with the cedants named as the beneficiaries.  Then, each
trust will enter into a total rate of return swap to mitigate
investment risk with respect to the floating LIBOR component of
the loan.  Four additional trust accounts will be established to
receive premium payments.


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

Bankruptcy Case No.: 07-10609

Chapter 11 Petition Date: May 25, 2007

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Jeremy W. Katz, Esq.
                  Matthew J. Shier, Esq.
                  Pinnacle Law Group LLP
                  425 California St., Suite 1800
                  San Francisco, CA 94104
                  Tel: (415)394-5700

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

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

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

Mike Raffeto                                   $0
First Vice President
CB Richard Ellis
555 12th Street, Suite 900
Oakland, CA 940607

Carole Eisinger                                $0

Internal Revenue Service                       $0
Special Procedures Section

Franchise Tax Board                            $0
State of California

Paul F. Goldsmith                              $0

Steven B. Mains, Esq.                          $0

Advanced Engineering Consultants               $0

Air Systems, Inc.                              $0

AT&T Payment Center                            $0

Bay Area Backflow Service                      $0

Chase Business Credit Card                     $0

Don Ramatici Insurance, Inc.                   $0

EBMUD                                          $0

Flynn Plumbing, Inc.                           $0

Genesis Building                               $0

Home Depot Credit                              $0

Liberty Glass & Aluminum                       $0

Novarus Vaccines & Diagnostics, Inc.           $0


FAIRFAX FINANCIAL: $280.9 Million of Old Notes Tendered at May 30
-----------------------------------------------------------------
Fairfax Financial Holdings Limited disclosed a total of
$280,865,000 principal amount of old notes had been tendered, as
of midnight, New York City time, on May 30, 2007, which was the
early participation date, for its registered offer to exchange all
of its outstanding 7-3/4% Notes due 2012 for new 7-3/4% Senior
Fairfax Notes due 2017.

Based on these results, Fairfax expects to issue approximately
$280,865,000 principal amount of new notes and pay approximately
$11.2 million in cash early participation payments to tendering
holders, plus accrued and unpaid interest to but not including the
settlement date.  The settlement date is on June 18, 2007.  The
condition that a minimum of $200 million principal amount of old
notes be tendered in the exchange offer has been satisfied.  The
exchange offer remains subject to certain customary conditions.

The exchange offer will expire at 9:00 a.m., New York City time,
on June 14, 2007, unless extended.

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

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

                  About Fairfax Financial Holdings

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

                           *     *     *

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

Fitch Ratings assigned a 'B+' rating to Fairfax Financial
Holdings Limited's $464 million issue of unsecured senior notes
due 2022.  Fitch has also affirmed Fairfax's 'BB-' Issuer Default
Rating and 'B+' senior unsecured debt rating.  The Rating Outlook
is Stable.  The ratings of Fairfax's other holding company and
insurance company subsidiaries are not affected by this action


FLAGSHIP CLO: S&P Rates $20 Mil. Class E Flat-Rate Notes at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Flagship CLO VI/ Flagship CLO VI Corp.'s
$461.25 million floating-rate notes due 2019.

The preliminary ratings are based on information as of May 31,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

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

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

     -- The collateral manager's experience; and

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


                   Preliminary Ratings Assigned
               Flagship CLO VI/Flagship CLO VI Corp.

          Class*                    Rating          Amount
          ------                    ------          ------
          A-1a                      AAA          $319,500,000
          A-1b                      AAA           $35,500,000
          A-2                       AAA           $10,000,000
          B                         AA            $33,750,000
          C                         A             $22,500,000
          D                         BBB           $20,000,000
          E                         BB            $20,000,000
          Subordinated securities   NR            $38,750,000

* All classes of notes are secured, except the subordinated
  securities.

                         NR - Not rated.


FOOT LOCKER: Ceases Acquisition Pursuit for Genesco
---------------------------------------------------
In light of Genesco Inc.'s rejection of its acquisition proposal,
Foot Locker Inc. disclosed that it was no longer pursuing its
proposal.

The company confirmed that it had made a proposal to Genesco Inc.
last Thursday to acquire all of the outstanding common stock of
Genesco for $51 per share.

In consultation with its financial advisor, Goldman Sachs & Co.,
the Board of Directors of Genesco considered the proposal and,
following a thorough review, unanimously rejected the proposal
having concluded that it was not in the best interests of
Genesco's shareholders.

The Board of Directors of Genesco invited Foot Locker to
participate in the company's process on the same terms as other
interested parties to date, but Foot Locker has declined to do so.

                         About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE:GCO) --
http://www.genesco.com/-- retails branded footwear, licensed and
branded headwear, and wholesaler of branded footwear.  Its
business segments include Journeys, Underground Station Group, Hat
World, Johnston & Murphy, and Licensed Brands.  The Journeys
segment consists of the Journeys and Journeys Kidz retail footwear
chains.  The Underground Station Group segment includes the
Underground Station and Jarman retail footwear chains.  The Hat
World segment includes the Hat World, Lids, Hat Zone, Cap
Connection and Head Quarters retail headwear chains.  The Johnston
& Murphy segment includes Johnston & Murphy retail operations, and
wholesale distribution.  The Licensed Brands segment is engaged in
the wholesale distribution of footwear manufactured under the
Dockers and Perry Ellis brands, under licenses from Levi Strauss &
Company and PEI, Inc.  As of June 9, 2006, it operated a total of
1,773 stores: 1,755 stores throughout the United States and Puerto
Rico, and 18 stores in Canada.

                        About Foot Locker

Headquartered in New York, Foot Locker, Inc. (NYSE: FL) ---
http://www.footlocker-inc.com/-- is a global retailer of athletic
footwear and apparel, operated 3,942 primarily mall-based stores
in the United States, Canada, Europe, Australia, and New Zealand
as of Feb. 3, 2007.

The Company, through its subsidiaries, operates in two segments:
Athletic Stores and Direct-to-Customers.  The Athletic Stores
segment is an athletic footwear and apparel retailer, whose
formats include Foot Locker, Lady Foot Locker, Kids Foot Locker,
Champs Sports and Footaction.  The Direct-to-Customers segment
reflects Footlocker.com, Inc., which sells, through its
affiliates, including Eastbay, Inc., to customers through catalogs
and Internet Websites.  The Foot Locker brand is the Company's
principal brand.  In March of 2006, Foot Locker, Inc. entered into
a 10-year area development agreement with the Alshaya Trading Co.
W.L.L., in which the Company agreed to enter into separate license
agreements for the operation of a minimum of 75-foot Locker
stores.


FOOT LOCKER: S&P Retains Negative Watch After Rejected Genesco Bid
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on New
York City-based Foot Locker Inc., including its 'BB+' corporate
credit rating, remain on CreditWatch with negative implications
following the company's announcement that it launched a bid to
acquire Genesco Inc. (BB-/Watch Dev/--) for approximately
$1.3 billion in cash.  Genesco has rejected the $51.00 per share
proposal having concluded that it was not in the best interests of
its shareholders.

"Because Standard & Poor's expects that a significant portion of
any revised acquisition bid could be funded with debt, this would
result in deterioration in Foot Locker's credit metrics and a
likely downgrade," said Standard & Poor's credit analyst David
Kuntz.

At the same time, ratings for Genesco remain on CreditWatch with
developing implications, suggesting that a downgrade for Foot
Locker may be limited to two notches.  If a transaction is
subsequently completed, Genesco's rating would be the same as Foot
Locker's.  S&P will continue to monitor the ratings as additional
information becomes available.


FOREST OIL: Commences Private Offering for $500MM of Senior Notes
-----------------------------------------------------------------
Forest Oil Corporation is commencing a private placement offering
to eligible purchasers, subject to market and other conditions, of
an aggregate $500 million principal amount of senior notes due
2019.

Forest intends to use the proceeds of the offering to fund a
portion of the cash merger consideration in connection with its
pending acquisition of The Houston Exploration Company.

As reported in the Troubled Company Reporter on Jan. 9, 2007,
Forest Oil Corp. has entered into a definitive agreement to
acquire 100% of the outstanding stock of The Houston Exploration
Company in a stock and cash transaction totaling approximately
$1.5 billion plus the assumption of net debt estimated to be
$100 million at Dec. 31, 2006.

Forest Oil Corporation (NYSE:FST) -- http://www.forestoil.com/--
is engaged in the acquisition, exploration, development, and
production of natural gas and crude oil in North America and
selected international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming,
and in Canada.


FOREST OIL: Earns $6.8 Million in Quarter Ended March 31
--------------------------------------------------------
Forest Oil Corporation reported financial and operational results
for the first quarter 2007.

For the quarter ended March 31, 2007, Forest reported net earnings
of $6.8 million on $182.5 million revenues, compared to net
earnings of $1.2 million on $221.4 million revenues for the same
quarter in 2006.

Adjusted net earnings in the first quarter of 2007 increased
compared to the same period in 2006 primarily due to increased
production, lower price differentials and realized gains on
derivative instruments offset by increased interest expense.

"The first quarter was solid for the Company despite negative
sales volume impacts caused primarily by weather," H. Craig Clark,
President and CEO, stated.  "Forest's improved price realizations
and improved hedge portfolio protected our top line.  Costs
continue to remain stable and we are beginning to see some service
sector cost relief.  With the announced sale process of our
Alaskan entity and the addition of the assets associated with
Houston Exploration we are very excited with the prospects of our
upgraded portfolio.  We believe, with the closing of these pending
transactions, Forest will have a favorable cost structure within
the industry and will be able to continue to invest to deliver
additional reserves at very competitive costs.  We have and will
continue to put the company in a position to grow production,
drive costs down and deliver free cash flow."

At March 31, 2007, the company's balance sheet total assets of
$3.2 billion and total liabilities of $1.8 billion, resulting in a
$1.4 billion stockholders' equity.

For the quarter ended March 31, 2007, Forest invested $155 million
in exploration and development and acquisition activities.

Forest Oil Corporation (NYSE:FST) -- http://www.forestoil.com/--
is engaged in the acquisition, exploration, development, and
production of natural gas and crude oil in North America and
selected international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming,
and in Canada.


FOREST OIL: Special Meeting of Shareholders Scheduled Tomorrow
--------------------------------------------------------------
Forest Oil Corporation scheduled a special meeting of shareholders
on June 5, 2007, at 10:00 a.m. MT, at Denver Marriott City Center,
1701 California Street in Denver, Colorado, to:

    (1) consider and vote on the proposal to approve the issuance
        of additional shares of Forest common stock pursuant to
        the Agreement and Plan of Merger, dated as of Jan. 7,
        2007, by and among Forest, MJCO Corporation, a Delaware
        corporation and a wholly owned subsidiary of Forest, and
        The Houston Exploration Company, as the Agreement may be
        amended from time to time;

    (2) to consider and vote upon the proposal to approve the
        adoption of the Forest 2007 Stock Incentive Plan; and

    (3) to transact any other business that may properly come
        before the special meeting or any adjournment or
        postponement of the special meeting.

Only Forest shareholders of record at the close of business on
April 30, 2007, the record date for the Forest special meeting,
are entitled to notice of, and to vote at, the Forest special
meeting and any adjournments or postponements of the Forest
special meeting.

Forest's board of directors has unanimously approved the merger
agreement and the transactions contemplated by the merger
agreement.

The acquisition is subject to the approval of Forest shareholders
and Houston Exploration stockholders and other customary
conditions.  If approved, Forest anticipates the acquisition of
Houston Exploration to close on June 6, 2007.

Forest Oil Corporation (NYSE:FST) -- http://www.forestoil.com/--
is engaged in the acquisition, exploration, development, and
production of natural gas and crude oil in North America and
selected international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming,
and in Canada.


FOREST OIL: S&P Rates $500 Million Senior Note Offering at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on oil and gas exploration and production company
Forest Oil Corp. and revised the outlook on the company to stable
from negative.  At the same time, Standard & Poor's assigned its
'B+' rating to Forest's proposed $500 million senior note
offering.

"The stable outlook reflects the deleveraging resulting from the
announced sale of Forest's Alaska subsidiary, Forest Alaska
Operating LLC, to Pacific Energy Resources Ltd. for approximately
$464 million," said Standard & Poor's credit analyst David
Lundberg.  Forest Oil intends to use cash proceeds of $380 million
to repay debt at Forest Alaska, which had been consolidated in
Standard & Poor's financial measures.  Pro forma for the debt
repayment and pending acquisition of The Houston Exploration Co.,
debt leverage will remain aggressive at around $5.90 per barrel of
oil equivalent, although consistent with current expectations for
the rating.

"The ratings on Forest reflect the company's aggressive financial
leverage, mixed reserve replacement record, and average cost
measures, as well as the industry's overall high cyclicality and
capital intensity," said Mr. Lundberg.  "These risks are partially
offset by the company's midsize reserve base, onshore geographic
diversity, and the relatively low-risk nature of its drilling
program."

Poor operating results or any potential leveraging acquisitions
could result in a negative rating action.  Evidence of a
successful integration of the Houston Exploration assets, as well
as more moderate financial leverage measures, could lead to a
positive rating action.


FOREST OIL: Moody's Rates $500 Million Sr. Unsec. Notes at B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD5; 72%) rating to
Forest Oil's pending $500 million 12-year senior unsecured notes
and affirmed its existing Ba3 corporate family, Ba3 (LGD4; 50%)
probability of default, existing Ba3 (LGD5; 72%) senior unsecured
note, and SGL-2 speculative grade liquidity ratings. The B1 (LGD5;
72%) note ratings are assigned under Moody's Loss Given Default
notching methodology.  The outlook is moved from negative to
stable.

Note proceeds would partially fund the $739 million cash portion
of FST's now approximately $1.8 billion acquisition of Houston
Exploration.  Remaining compensation consists of 23.8 million FST
common shares exchanged for THX common and the assumption of
approximately $100 million of THX debt.  FST is paying a
reasonable $49,750/boe of daily production and approximately
$15.36/boe of proven reserves.  FST also announced its pending
sale of its Alaskan reserves for approximately $464 million of
cash and stock, proceeds of which will repay a companion $380
million non-recourse term loan and somewhat over $60 million of
parent secured bank revolver debt.

The move to a stable outlook reflects FST's relatively competitive
2006 reserve replacement cost trends, the substantial equity
funded component of the THX acquisition cost; more moderate
leverage pro-forma for THX and the Alaskan sale, and what Moody's
believes are likely credit positive operational attributes of the
THX acquisition.  FST and THX have over-lapping core operating
areas; an increased ability to high grade capital spending and
drilling activity by curtailing activity at each firm's less
attractive core areas to potentially reduce reserve replacement
costs; greater production and prospect portfolio risk
diversification; and the further high grading of the reserve base
and debt reduction with divestitures.

FST reports an expected $900 million of 2007 capital spending pro-
forma as if THX were owned the whole year, down from FST's and
THX's combined $1.079 billion of 2006 spending. Pro-forma 2007
cash flow is currently on a trajectory to approach approximately
$825 million to $900 million.  Pro-forma total debt approximates
$1.8 billion, including approximately $600 million of secured bank
revolver debt.  Pro-forma, FST will hold approximately 232 million
boe of PD reserves, 328 million boe of total proven reserves, and
generated approximately 82,000 Boe/day of first quarter 2007
production (roughly 30 million boe per year).

To retain a stable outlook, FST will need to sustain favorable
sequential quarter production trends (pro-forma for any debt
reducing divestitures); reduce leverage on proven developed
reserves, on total reserves, and on production; support further
significant acquisitions with suitable equity funding; and
continue to demonstrate successful reserve replacement trends at
competitive costs.  We note that FST's first quarter 2007
production was materially down from fourth quarter, reportedly
partly due to shipping delays for Alaskan crude oil liftings, plus
weather disruptions and transportation bottlenecks in the
MidContinent.

Per Moody's Exploration and Production methodology, the combined
FST and THX entity maps to a B1 rating category. This reflects the
merged firm's Ba reserve and production scale and diversification,
a Ba range leveraged full-cycle ratio (cash-on-cash returns), a Ba
range cash flow coverage of debt after deducting sustaining capex
from cash flow, and competitive reserve replacement cost trends.
The Ba metrics are currently offset in the model by B rating range
leverage on PD and total reserves, total full-cycle costs, and
reserve replacement costs (though improving).

Combining the reserve replacement costs for FST and THX, FST has a
pro-forma 3-year all sources cost of approximately $16.30/boe and
a 3-year drillbit cost of approximately $17.90/boe.  While
historically high, we note that FST's 2006 reserve replacement
costs were stronger than previous years, and competitive with
sector 2006 costs.  Total full-cycle costs are estimated to be in
the low-mid $30/boe range.  THX's lower production costs helping
offset FST's slightly higher costs and resulting in a production
cost of approximately $7.20/boe.  G&A/boe is estimated to be
approximately $5/boe and interest expense/boe to be approximately
$4.15/boe.

Adjusted leverage of approximately $7.90/boe of PD reserves and
$9.15/boe of total proven reserves (adding SFAS 69 future
development costs to debt) remains high and maps to the B range.
Though leverage may come down with further divestitures, we
believe it will remain elevated relative to the current ratings.
After closing the THX acquisition, FST will have approximately
$600 million of secured debt under its $1 billion revolver and
approximately $1.2 billion of senior unsecured notes.  On a
combined measure, future development costs were expected to be
approximately $1.2 billion to $1.3 billion prior to the
divestiture of the Alaskan reserves.

The acquisition takes place during long rationalization processes
at FST and THX and a protracted period in which THX had been
studying its strategic alternatives.  Each firm had comparatively
high organic reserve replacement costs, partially due to surging
sector drilling and oil field services costs. While the merged
firm would provide greater high grading opportunity in FST's
allocation of larger pro-forma cash flows across a larger prospect
base, it will need to demonstrate the ability to sustain
competitive organic reserve replacement costs suitable to the
expected price environment.  The merger follows a transforming
2006 for both THX and FST in which each firm divested its high
cost and very short lived Gulf of Mexico properties to increase
the focus on-shore.

Forest Oil is an independent oil and gas exploration and
production company headquartered in Denver, Colorado.


FREEPORT ASSOCIATES: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Freeport Associates, Ltd.
        16W475 South Frontage Road, Suite 107
        Burr Ridge, IL 60521

Bankruptcy Case No.: 07-09678

Chapter 11 Petition Date: May 29, 2007

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Joel A. Schechter, Esq.
                  53 West Jackson Boulevard, Suite 1025
                  Chicago, IL 60604
                  Tel: (312) 332-0267
                  Fax: (312) 939-4714

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 16 Largest Unsecured Creditors:

   Entity                      Nature Of Claim       Claim Amount
   ------                      ---------------       ------------
LNR Freeport Southwest, LLC    1601-1645 Southwest     $1,750,000
c/o David G. Lynch, DLA Piper  Avenue Freeport, IL
203 North LaSalle Street
Suite 180
Chicago, IL 60601-1293

The Hartford Insurance Co.     Property Insurance         $15,912
P.O. Box 2907
Hartford, CT 06104

D.P. Parker & Co.              Management                  $4,745
16 West 475 South
Frontage Road, Suite 107
Burr Ridge, IL 60527

Gills Freeport Disposal        Trash Removal                 $145

Carolyn Friend                 Limited Partner            Unknown
Discretionary Trust

Donald Parker                  Limited Partner            Unknown

Howard Bernstein               Limited Partner            Unknown

Howard Friend                  Limited Partner            Unknown

Howard Friend                  Limited Partner            Unknown
Discretionary Trust

Irving Kannett                 Limited Partner            Unknown

Jeffrey Kannett                Limited Partner            Unknown

Joel A. Kaplan                 Limited Partner            Unknown
Revocable Trust

Kenneth Levitan, M.D.          Limited Partner            Unknown

Marsha Berkson                 Limited Partner            Unknown

Norman Chapman                 Limited Partner            Unknown

Sanford Bank                   Limited Partner            Unknown


GAWAIN MINISTRIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Gawain Ministries, L.L.C.
        c/o Calvin Davis
        909 27th Street
        Kenner, LA 70062

Bankruptcy Case No.: 07-11024

Chapter 11 Petition Date: May 29, 2007

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtors' Counsel: Robert L. Marrero, Esq.
                  3520 General DeGaulle Drive, Suite 1035
                  New Orleans, LA 70114
                  Tel: (504) 366-8025
                  Fax: (504) 366-8026

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


GENERAL MOTORS: To Invest $44 Million in Bedford Foundry
--------------------------------------------------------
General Motors Corp. will invest $44 million in its Bedford
Foundry to produce transmission cases and converter housings for
GM's growing family of fuel-efficient, six-speed transmissions.
The project will retain about 100 production jobs at the facility.

The investment includes plant renovation and installation of new
die casting machines with an automated (robotic) casting
processing cell for each machine.  Construction and equipment
orders will begin immediately, with machine installation beginning
in June 2008.  Full production targeted for December 2009.

The $44 million investment disclosed brings GM's total investments
in the past year for the Bedford facility to $114 million.

"These investments would not be possible without the involvement
of employees at this facility, who have dedicated themselves to
improving the quality of our products and the efficiency of the
operations here at the Bedford Foundry," Arvin Jones, GM
Powertrain manufacturing manager for castings and components,
said.  "Their efforts have contributed to GM's competitiveness and
our transformation in North America."

The GM Powertrain Bedford plant management, UAW Local 440 and IBEW
Local 16 leadership successfully negotiated competitive operating
agreements that improve operational effectiveness.  The agreements
also address processes and methods to improve safety of the
operations and production quality.

Mr. Jones thanked members of UAW Local 440 and IBEW Local 16 as
well as Indiana's leaders on the state and local levels -- working
together they were able to build a competitive business case to
support this investment in Indiana.

"GM continues to make a significant commitment to Indiana,"
Indiana Lt. Governor Skillman said.  "I commend them for choosing
to invest in our state.  This is good news for Hoosier workers and
a testament to the great value of our highly skilled workforce and
competitive business climate."

High pressure die casting is the most economical process for
casting high-volume powertrain components.  The process works by
injecting molten aluminum into a water-cooled steel die with high
pressure exerted by a metal plunger during solidification.

"The investment marks an exciting new chapter in this plant's 64-
year history of producing high quality castings and components for
GM engines and transmissions," John Lancaster, Bedford plant
manager, said.  "The credit goes to our employees who've
established a culture of continuous improvement that helps secure
our future in today's competitive global market."

GM's Powertrain Bedford Foundry is an aluminum melting, die
casting and permanent mold facility that has been a proud part of
the Bedford community since 1943.  The plant currently employs 544
hourly and 115 salaried workers and has an annual payroll of
approximately $58 million.  Castings produced at the plant
include: transmission cases and converter housings for GM's four-
speed and six-speed transmissions; pistons for the Vortec 4.8-
liter and 5.3-liter V-8 engines that power GM's full-size SUVs and
pickups marketed under the Chevrolet Tahoe and Silverado and GMC
Yukon and Sierra brands; and engine blocks for GM's Northstar 4.6-
liter V-8 engines that power the Cadillac DTS, XLR and STS luxury
cars.  On a daily average, the plant manufactures 10,000
transmission cases and converter housings, 34,000 pistons and 350
engine blocks.

Headquartered in Detroit, GM General Motors Corp. (NYSE: GM) --
http://www.gm.com/-- was  founded in 1908, GM employs about
280,000 people around the world.  With global manufactures its
cars and trucks in 33 countries.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.'s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service affirmed GM's B3
Corporate Family Rating and B3 Probability of Default Rating, and
maintained its SGL-3 Speculative Grade Liquidity Rating.  The
rating outlook remains negative.


GENESCO INC: Rejects Foot Locker's $51-Per-Share Cash Proposal
--------------------------------------------------------------
Genesco Inc. received a conditional proposal from Foot Locker,
Inc. on Thursday to acquire all the company's outstanding common
stock for $51 per share in cash, subject to due diligence.

In consultation with its financial advisor, Goldman Sachs & Co.,
the Board of Directors considered the proposal and, following a
thorough review, unanimously rejected the proposal having
concluded that it was not in the best interests of the company's
shareholders.

The Board of Directors of Genesco invited Foot Locker to
participate in the company's process on the same terms as other
interested parties to date, but Foot Locker has declined to do so.

               To Explore Strategic Alternatives

The Board of Directors has authorized the company and its advisors
to explore strategic alternatives which maximize shareholder
value, including a possible sale of the company.

Going forward, the Board of Directors will work together with the
company's management team and its legal and financial advisors to
evaluate the company's available alternatives and determine the
course of action it believes is in the best interests of all its
shareholders.

In making the announcement, the company stated that there can be
no assurance that the exploration of strategic alternatives will
result in any transaction.  The company undertakes no obligation
to make any further announcements regarding the exploration of
strategic alternatives unless and until a final decision is made.

Goldman, Sachs & Co. is acting as financial advisor to Genesco and
Bass, Berry & Sims PLC is acting as legal advisor.

                       About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection, and on Internet websites http://www.journeys.com/,
http://www.journeyskidz.com/,http://www.undergroundstation.com/,
http://www.johnstonmurphy.com/,http://www.lids.com/,
http://www.hatworld.com/and http://www.lidscyo.com/. The
company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers.


GENESCO INC: S&P Says Ratings Still on Watch Despite Bid Rejection
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
specialty footwear and headwear retailer Nashville, Tennessee-
based Genesco Inc. remain on CreditWatch with developing
implications, following the announcement this morning that it has
rejected Foot Locker Inc.'s (BB+/Watch Neg/--) conditional bid to
acquire Genesco for approximately $1.3 billion ($51.00 per share)
in cash.

The board of directors and management have stated that they will
evaluate available alternatives and determine the course of action
they believe is in the best interests of all its shareholders.

"If a transaction with Foot Locker is subsequently completed, the
company's rating would be the same as that on Foot Locker," said
Standard & Poor's credit analyst David Kuntz, "but if Genesco
embarks upon material shareholder-friendly initiatives, we could
lower its rating."  S&P will continue to monitor the ratings as
additional information becomes available.


GEOKINETICS: Completes Amended Credit Agreement with PNC Bank
-------------------------------------------------------------
Geokinetics Inc. had completed an Amended and Restated Credit
Agreement with PNC Bank, National Association.

The company said that the new credit agreement increases its
existing $24,000,000 credit facility to a $60,000,000 revolving
line of credit, which may be increased to $70,000,000 at the
request of the company.

The company said that it plans to use the proceeds from the
increased credit facility for capital expenditures and general
corporate purposes.

Headquartered in Houston, Texas, Geokinetics Inc. (Amex: GOK) --
http://www.geokineticsinc.com/-- is a global provider of seismic
acquisition and high-end seismic data processing services to the
oil and gas industry.  Geokinetics has an operating presence in
North America and is focused on key markets internationally.
Geokinetics operates in some of the most challenging locations in
the world from the Arctic to mountainous jungles to the transition
zone environments.

                           *    *    *

As reported in Troubled Company Reporter on Dec. 22, 2006,
Standard & Poor's Ratings Services affirmed its 'CCC+' issue
rating and '3' recovery rating on Geokinetics Inc.'s second
priority floating rate notes due in 2012, after the disclosure
that the offering will be increased to $110 million from
$100 million.


GOODYEAR TIRE: Equity Offering Completion Cues S&P to Up Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Goodyear
Tire & Rubber Co., including its corporate credit rating to 'BB-'
from 'B+'.  In addition, the ratings were removed from CreditWatch
where they were placed with positive implications on May 10, 2007.
Recovery ratings were not on CreditWatch.

The upgrades reflect the company's completion of its equity
offering with net proceeds of approximately $834 million.
Proceeds will be used to repay approximately $175 million of its
8.625% notes due in 2011 and approximately $140 million of its 9%
notes due in 2015.  S&P expect some of the remaining
proceeds would be used to repay other debt.

The benefits of the reduction in debt and debt-like obligations as
a result of the equity sale, pending asset sales, and the United
Steelworkers contract are significant.  Combined with sustained
improved performance in North American tire operations, an
additional upgrade is possible during the next two years.  The
outlook could be revised back to stable or to negative if earnings
and cash flow weaken because of soft demand, or if operating
improvements in North America reverse, notwithstanding recent
progress on balance sheet improvement.


GREEN EARTH: S&P Rates $91 Million Senior Credit Facilities at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
rating and '1' recovery rating to Green Earth Fuels of Houston
LLC's $91 million senior secured credit facilities.

They consist of a $61 million synthetic LOC, a $20 million term
loan, and a $10 million working capital facility.  The project
will also issue a $25 million second-lien term loan, which is
unrated.

The final rating is pending finalized project documentation,
including the signing of a negotiated tolling agreement.  The '1'
recovery rating represents expectations of meaningful recovery
under our simulated default scenario.  The outlook is stable.

GEFH is a biodiesel project involving the design, construction,
and operation of two complete processing units with a combined
nameplate production capacity of 90 million gallons of
specification-grade biodiesel per year.  The project's parent
company, Green Earth Fuels LLC, is jointly owned by
Carlyle/Riverstone Renewable Energy Infrastructure Fund, Goldman
Sachs, and management and minority interests.

The stable outlook reflects the advanced state of construction and
the plant's design redundancies.  The rating could be negatively
pressured if the plant requires greater amounts of feedstock to
produce contracted biodiesel volumes or throughput rates are lower
than anticipated, either of which would prevent the project from
completely amortizing the first-lien debt before the tax credit
expires.

"In a scenario where the credit is not renewed and there is
outstanding first-lien debt leading up to maturity, Standard &
Poor's believes the refinancing risk is high and would likely
negatively impact the rating," said Standard & Poor's credit
analyst Justin Martin.


GTP ACQUISITION: Moody's Assigns Low-B Ratings on Class F Notes
---------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to eight
classes of notes issued by GTP Acquisition Partners I, LLC.

There are 2,074 towers on sites that are owned, leased or managed
by subsidiaries of the Issuer and which will be the primary
collateral from which the cash flow stream for repayment of the
Notes is derived.

The complete rating action is:

   * Issuer: GTP Acquisition Partners I, LLC

   * Issue: Mortgage-Backed Notes, Global Tower Series 2007-1

   * Anticipated Repayment Date: May 15, 2012

   * Rated Final Payment Date: May 15, 2037

     -- $77,750,000 Class A-FX Notes, rated Aaa;
     -- $120,000,000 Class A-FL Notes, rated Aaa;
     -- $45,200,000, Class B Notes, rated Aa2;
     -- $45,200,000, Class C Notes, rated A2;
     -- $45,200,000, Class D Notes, rated Baa2;
     -- $16,950,000, Class E Notes, rated Baa3;
     -- $56,500,000, Class F Notes, rated Ba2;
     -- $73,450,000, Class F Notes, rated B2.

The notes are being offered in privately negotiated transactions
without registration under the 1933 Act.

The issuance was designed to permit resale under Rule 144A.


HAYES LEMMERZ: Completes Three Recapitalization Transactions
------------------------------------------------------------
Hayes Lemmerz International Inc. has closed on these
recapitalization transactions:

   -- equity rights offering of $180 million and direct investment
      by Deutsche Bank Securities Inc. of $13.1 million;

   -- senior secured credit facilities of approximately $495
      million, issued by a European subsidiary; and

   -- 8-1/4% senior notes due 2015 of euro 130 million, issued by
      a European subsidiary.

The proceeds from these transactions were used:

    * to repay the 10-1/2% senior notes due 2010 of HLI Operating
      Company Inc., a subsidiary of the company;

    * to repay the company's obligations under its Amended and
      Restated Credit Agreement dated April 11, 2005;

    * to pay related transaction costs, fees and expenses;

    * to provide working capital; and

    * for other general corporate purposes.

"The company is pleased with the show of support from the
company's shareholders and its lenders," James Yost, vice
president, finance and chief financial officer said.  "The rights
offering was over-subscribed and there was strong interest from
both U.S. and European investors for its debt.  By raising new
equity capital and retiring high-cost debt, the company has
reduced its leverage, strengthened its balance sheet and
significantly improved its free cash flow."

                 About Hayes Lemmerz International

Headquartered in Northville, Michigan, Hayes Lemmerz International
Inc. (Nasdaq: HAYZ) -- http://www.hayes-lemmerz.com/-- global
supplier of automotive and commercial highway wheels, brakes and
powertrain components.  The company has 30 facilities and
approximately 8,500 employees worldwide.

                          *    *    *

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

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


HEALTH NET: Closes Additional $100 Million Senior Notes Offering
----------------------------------------------------------------
Health Net, Inc. has successfully closed the additional offering
of $100 million in aggregate principal amount of its 6-3/8% senior
notes due 2017.

The notes will be consolidated with, and will constitute the same
series as, the $300 million aggregate principal amount of its
6-3/8% senior notes due 2017, which were issued on May 18, 2007.
The net proceeds from the note offering will be used to repay
amounts outstanding under the company's revolving credit facility.

As reported in the Troubled Company Reporter on May 17, 2007, the
company priced a $300 million offering of 6-3/8% senior notes due
2017.  The net proceeds from the note offering will be used to
repay amounts outstanding under the company's $300 million term
loan agreement due June 23, 2011.

Standard & Poor's Rating Services has assigned its BB+ senior debt
Rating, Moody's Investors Service has assigned its Ba2 senior
unsecured debt rating, and Fitch has assigned its BB+ rating to
the notes.

                        About Health Net

Health Net Inc. -- http://www.healthnet.com/-- (NYSE:HNT) is
among the United States' largest publicly traded managed health
care companies.  Its mission is to help people be healthy, secure
and comfortable.  The company's health plans and government
contracts subsidiaries provide health benefits to approximately
6.6 million individuals across the country through group,
individual, Medicare, Medicaid and TRICARE and Veterans Affairs
programs.  Health Net's behavioral health services subsidiary,
MHN, provides mental health benefits to approximately 7.1 million
individuals in all 50 states.  The company's subsidiaries also
offer managed health care products related to prescription drugs,
and offer managed health care product coordination for multi-
region employers and administrative services for medical groups
and self-funded benefits programs.


INSIGHT HEALTH: Plan Confirmation Hearing Slated for July 9
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set the
confirmation hearing of InSight Health Services Holdings Corp.'s
Plan of Reorganization on July 9, 2007.

At the hearing, the Court will be asked to confirm the prepackaged
plan of reorganization of InSight and its wholly owned subsidiary
InSight Health Services Corp.

The Court had approved certain first-day motions, including
granting adequate protection for holders of IHSC's $300 million in
senior secured floating rate notes due 2011, and approving certain
amendments to continue a revolving credit facility of up to
$30 million.

As previously announced, the operating subsidiaries of IHSC, such
as InSight Health Corp., are not parties to the bankruptcy and
continue to maintain normal business operations for their
patients, employees, customers and trade creditors nationwide.
The approval of today's motions permits InSight and all of its
subsidiaries to continue normal operations throughout the
restructuring process.

                     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.

The company and its affiliate, InSight Health Services Corp.,
filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del.
Case Nos. 07-10700 and 07-10701).  Mark D. Collins, Esq., at
Richards Layton & Finger, P.A., represents the Debtors in their
restructuring efforts.  The Debtors' March 31, 2007 balance sheet
showed $342,080,000 in total assets and $551,667,000 in total
liabilities, resulting in a $209,587,000 total stockholders'
deficit.


INSIGHT HEALTH: Extends Unit's 9-7/8% Notes Offering to July 31
---------------------------------------------------------------
InSight Health Services Holdings Corp. disclosed that the offer to
exchange shares of its common stock for up to $194.5 million
aggregate principal amount of 9-7/8% Senior Subordinated Notes due
2011 of InSight Health Services Corp., its wholly owned
subsidiary, has been extended July 31, 2007, and expire at 5:00
p.m., New York City Time, unless further extended.

As of May 21, 2007, the company said that approximately $163.5
million of Notes had been tendered to the exchange agent.

The company said that the terms of the exchange offer remain as
described in the amended prospectus and solicitation statement
filed with the Securities and Exchange Commission on May 2, 2007.

The company said that it commenced the exchange offer on March 21,
2007.

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.

The company and its affiliate, InSight Health Services Corp.,
filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del.
Case Nos. 07-10700 and 07-10701).  Mark D. Collins, Esq., at
Richards Layton & Finger, P.A., represents the Debtors in their
restructuring efforts.  The Debtors' March 31, 2007 balance sheet
showed $342,080,000 in total assets and $551,667,000 in total
liabilities, resulting in a $209,587,000 total stockholders'
deficit.


HOSPITALITY PROPERTIES: Buys 40 Petro Stopping Centers for $630MM
-----------------------------------------------------------------
Hospitality Properties Trust has acquired 40 hospitality and fuel
centers from Petro Stopping Centers, L.P. for $630 million plus
closing costs.

Simultaneously with this acquisition, these sites were leased to
TravelCenters of America, LLC for an initial net rent of
approximately $62.2 million per year.

Prior to this acquisition, Petro Stopping was a privately owned
company based in El Paso, Texas, which was majority owned by a
Texas family and minority owned by affiliates of Exxon Mobil and
AB Volvo of Sweden.

The 40 centers acquired by HPT are similar to, but generally newer
and larger than, the travel centers which HPT acquired earlier
this year.  The 40 Petro centers are located in 25 states and are
all in close proximity to major U.S. Interstate Highways.

Simultaneously with HPT's acquisition of the 40 centers, TA
acquired substantially all of the operating assets of Petro,
including inventory, working capital and certain personal property
at the centers leased from HPT, as well as additional travel
centers.

In addition to its purchase price of approximately $630 million,
HPT has agreed to pay certain costs of this transaction,
principally the costs associated with defeasance and prepayment of
debt secured by the Petro properties plus customary closing costs.
HPT estimates that these costs may be approximately $25 million.

HPT's lease of the 40 centers to TA has many features similar to
other HPT transactions.  It is one lease for all 40 centers.  It
is a long term lease through June 30, 2024 -- 17 years -- plus
renewal options thereafter which may only be exercised for all,
and not less than all, of the centers combined.  Starting after
2012, HPT's rent will increase annually based upon percentages of
increased gross revenues at the leased centers.

John G. Murray, President of HPT commented, "When HPT agreed to
purchase TravelCenters of America and to create TA as a separate
public company in September 2006, HPT said that it expected it
would find financially accretive growth opportunities in the
travel center industry.  We are delighted to work with TA to help
it expand its business, especially because we have been able to
acquire such high quality properties as those which have been
built and assembled by Petro."

HPT has funded this transaction using cash on hand and drawings
under its unsecured revolving credit facility.

                  About Petro Stopping Centers

Petro Stopping Centers, L.P. -- http://www.petrotruckstops.com/--  
is a travel plaza chain with facilities designed to meet the needs
of today's professional drivers.  With locations from coast to
coast and border to border, our facilities set the standard for
all travel plazas.

                  About Hospitality Properties

Hospitality Properties Trust (NYSE: HPT) --
http://www.hptreit.com/-- is a real estate investment trust,
which owns 310 hotels and 146 travel centers located throughout
the United States, Ontario, Canada and Puerto Rico.  The company
does not operate hotels or travel centers.  Instead, all of its
properties are operated by unaffiliated hospitality management
companies as part of 12 combination management or lease
agreements.

As of March 31, 2007, the largest combination agreement based upon
investment includes 146 travel centers located in 44 states and
the smallest combination includes 18 hotels with 2,399 rooms
located in five states.  The company's travel centers are operated
by TravelCenters of America LLC.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Newton, Massachusetts-based Hospitality Properties Trust's
$300 million series C cumulative redeemable perpetual preferred
share issue.  Net of fees and expenses, HPT expects proceeds of
$290 million to be used to partially fund the company's January
2007 purchase of TravelCenters of America Inc.

At the same time, Standard & Poor's affirmed its existing ratings
on the company, including the 'BBB' corporate credit rating.  The
rating outlook is stable.


INFOUSA INC: Pursues Business Expansion at Papillon Office
----------------------------------------------------------
InfoUSA, Inc. has expanded to its 45,000-square-foot technology
center in Papillon, Nebraska.  The facility will be ready by the
end of June.

Having broken ground in May 2006, the new addition will
accommodate over 300 workstations, 10 offices, a conference room,
and a multi-use training room.  Salesgenie.com and other
subscription-based products are scheduled to occupy the space.

This expansion also introduces Salesforce automation with state-
of-the-art technology into its infrastructure.  This
communications system both streamlines and optimizes current
functionality, allowing real-time updates and changes to
continually improve sales & service processes.

"We're very excited about the expansion," comments Vin Gupta,
Chairman & CEO of infoUSA.  "Our subscription products are growing
rapidly, and with this addition, we will be able to open up
hundreds of new jobs and promising career opportunities.  We will
also be able to provide a level of customer care that far exceeds
the industry standards."

Approximately 245 existing employees will be moving into the new
space, with plans to bring in at least 30 new hires before the
middle of July.

                      About infoUSA Inc.

Based in Omaha, Nebraska, InfoUSA, Inc. (NASDAQ:IUSA) --
http://www.infoUSA.com/,http://www.salesgenie.com/-- is a
provider of business and consumer databases for sales leads &
mailing lists, database marketing services, data processing
services and sales and marketing solutions.  InfoUSA is the only
company to own 12 proprietary databases under one roof.  The
infoUSA database powers the directory services of the top Internet
traffic-generating sites.  Nearly 4 million customers use
infoUSA's products and services to find new customers, grow their
sales, and for other direct marketing, telemarketing, customer
analysis and credit reference purposes.

                         *     *     *

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 (50%-80%)
recovery of principal in the event of a payment default.


ISLE OF CAPRI: Board Gives Go Signal for Refinancing
----------------------------------------------------
Isle of Capri Casinos Inc.'s board of directors has authorized to
proceed with a refinancing of a significant portion of the
company's indebtedness.

The planned refinancing would involve using the proceeds of a new
senior secured credit facility to refinance both the company's
existing senior secured credit facility and its outstanding 9%
Senior Subordinated Notes due 2012.

The company plans to complete the refinancing in the next several
weeks, subject to market conditions.

Based in Biloxi, Missippi and founded in 1992, Isle of Capri
Casinos Inc. (Nasdaq: ISLE) -- http://www.islecorp.com/-- owns
and operates casinos in Biloxi, Lula and Natchez, Mississippi;
Lake Charles, Louisiana; Bettendorf, Davenport and Marquette,
Iowa; Kansas City and Boonville, Missouri and a casino and harness
track in Pompano Beach, Florida.  The company also operates and
has a 57 percent ownership interest in two casinos in Black Hawk,
Colorado.  Isle of Capri Casinos' international gaming interests
include a casino that it operates in Freeport, Grand Bahama and a
two-thirds ownership interest in casinos in Dudley and
Wolverhampton, England.

                          *     *     *

Moody's Investors Service affirmed its Ba3 Corporate Family Rating
on Isle of Capri Casinos in connection with its implementation of
the new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector.  Moody's
assigned LGD ratings to four of the company's debts including a
LGD5 rating on its 9% Sr. Sub. Notes, suggesting debt holders will
experience a 76% loss in the event of a default.


JABIL CIRCUIT: Moody's Confirms Ba1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service confirmed Jabil Circuit, Inc.'s Ba1
corporate family rating and revised the outlook to negative
following the recent filing of its fiscal 2006 (August yearend)
10-K and fiscal 2007 first and second quarter tenth-quarters.
Simultaneously, Moody's upgraded the rating on the existing
$300 million senior unsecured notes to Ba1 from Ba2.

This concludes the review for possible downgrade that was first
initiated in November 2006 and continued in February 2007 when
Moody's lowered the CFR to Ba1.

The confirmation reflects the company's filing of its 10-K and
tenth quarters.  The 10-K included cumulative non-cash pre-tax
restatement charges totaling $54.3 million related to improper
accounting treatment of prior stock options awarded to employees
and a non-employee director.  Moody's views these charges to be
immaterial.

The negative outlook reflects Jabil's reduced financial
flexibility as a result of increased financial leverage,
profitability weakness and expectations of diminished free cash
flow over the next several quarters.  It also considers the
increase in working capital consumption over the past year without
a commensurate increase in profitability, and continued high
levels of capital expenditures targeted for fiscal 2007. Hence, we
anticipate free cash flow to continue to be negative in fiscal
2007 as the company continues to spend to add higher margin
capacity.  Management expects to be free cash flow positive in
fiscal 2008, however Moody's believes Jabil will be challenged to
achieve this.  The negative outlook factors only a modest amount
of refinancing risk related to the bridge facility maturing
December 2007.

The Ba1 CFR reflects the excess capacity, competitive pricing
pressures and inherent volatility that currently plague the EMS
industry, as well as rising capital expenditures and working
capital associated with Jabil's transition to a more vertically
integrated business model to compete more effectively against its
competitors.  The rating is constrained by the company's mid-
single digit gross margins, $200-250 million 3-year restructuring
program that is expected to conclude in fiscal 2008 and the
associated near-term negative impact on already thin operating
margins.  Moody's notes that although roughly 60% of the charges
have occurred, the remaining realignment costs coupled with the
challenges associated with the need to make considerable up-front
investments for new vertical programs before commensurate return
on capital is realized, will likely keep operating margins below
2% over the next 12 months. Additionally, current weakness in the
consumer segment, unfavorable product mix and the winding down of
old OEM programs prior to full ramp-up of the higher margin
vertical programs will pressure revenue growth rates (estimated to
be 15%/annum going forward versus 30% historically) and operating
margins. Finally, financial leverage of 3.7x associated with the
recent debt-financed acquisition of Taiwan Green Point
Enterprises, weakly positions Jabil in the Ba1 rating category.
Moody's observes that these various challenges could place
increased demand on senior management, stretch resources and cause
distractions as the company seeks to become more efficient and
acquire core competencies in the non-traditional part of the EMS
value chain.

Notwithstanding these challenges in the near-term, we expect Jabil
will maintain a solid market position longer-term, benefiting from
the secular OEM outsourcing trend (especially in the Asian and
Eastern European regions), its Tier 1 leadership status, historic
quality execution and customer service in the traditional EMS
space, growing market share and global footprint with facilities
located near OEM customer sites.  Going forward, the company
expects to de-emphasize its historic focus on lower margin
commodity activities in favor of an operating model concentrating
on end-to-end solutions, vertical component production and
emerging EMS segments with higher margin low volume
characteristics.  Consideration is given to the company's
rationalization of its manufacturing footprint, the shift of
production to lower cost regions and the expected costs savings
associated with the restructuring program.

Moody's could stabilize the outlook upon Jabil's achievement of
sustainable cash flow from operations and generation of free cash
flow to reduce leverage and achieve total debt to EBITDA
commensurate with the Ba1 rating. Additionally, the outlook could
stabilize upon:

   (i) sustaining current market share levels relative to
       competitors;

  (ii) management focus on improved operational execution
       especially in non-traditional EMS segments;

(iii) an increase in revenue contribution from value-added EMS
       activities, resulting in higher sustainable operating
       margins;

  (iv) improvement in operating income ROA (net cash) above 7%
       (Moody's adjusted);

   (v) minimization of restructuring charges and realization of
       associated cost savings; and

  (vi) successful incorporation of Green Point as part of the
       new vertical integration and product development
       strategy.

The one-notch upgrade of the senior notes reflects a lower loss-
given-default point estimate than previously (52% from 83%) under
the LGD framework and Moody's' revised view that the notes are not
structurally subordinated to the liabilities at Jabil's operating
subsidiaries.  Based upon new information, it is evident that
Jabil Circuit, Inc., the issuer of the notes, is not a parent
holding company, but rather an operating entity with hard assets,
receivables and payables.  As such, although the notes do not
benefit from upstream guarantees, because they are located at a
first-tier operating entity, in a bankruptcy scenario they would
share the same collateral pool as the trade creditors and bank
lenders residing at the operating subsidiaries.

These ratings/assessments were upgraded:

   -- $300 million 5.875% Senior Unsecured Notes due 2010 to Ba1
      (LGD-4, 52%) from Ba2 (LGD-5, 83%)

These ratings were confirmed:

   -- Corporate Family Rating at Ba1;
   -- Probability of Default Rating at Ba1.

Jabil Circuit, Inc., headquartered in St. Petersburg, Florida --
http://www.jabil.com/-- is an electronic product solutions
company providing comprehensive electronics design, manufacturing
and product management services to global electronics and
technology companies.  Jabil Circuit has more than 50,000
employees and facilities in 20 countries, including Brazil,
Mexico, United Kingdom and Japan.  Revenues for the 12 months
ended Feb. 28, 2007 were $11.7 billion.


JEAN COUTU: Reschedules Tender Offer Early Acceptance to June 4
---------------------------------------------------------------
The Jean Coutu Group Inc. has rescheduled the Early Acceptance
Date and the Early Settlement Date of its cash tender offer and
consent solicitation for any and all of its 7.625% Unsecured
Senior Notes due 2012, from June 1, 2007, to June 4, 2007.

The company related that the transaction condition to the tender
offer will not be satisfied by the June 1 date.  However, the new
Early Acceptance and the Early Settlement Date remain conditional
upon the satisfaction or waiver of the conditions to the tender
offer.

The tender offer and consent solicitation was made solely on the
terms and conditions set forth in the company's Offer to Purchase
and Consent Solicitation Statement dated Feb. 20, 2007, and the
related Consent and Letter of Transmittal, as amended hereby and
by the company's March 5, 2007, March 20, 2007, April 4, 2007,
April 25, 2007, May 24, 2007, May 29, 2007 and May 30, 2007, Offer
Documents.

The tender offer will expire at 8:00 a.m., New York City time, on
June 14, 2007, unless extended.

The Jean Coutu Group has retained J.P. Morgan Securities Inc. to
act as Dealer Manager in connection with the tender offer and
consent solicitation.  Questions about the tender offer and the
consent solicitation may be directed to J.P. Morgan Securities
Inc. at (866) 834-4666 (toll free), or to Global Bondholder
Services Corporation, the information agent for the tender offer
and consent solicitation, at (866) 540-1500 (toll free).  Copies
of the Offer to Purchase and other related documents may be
obtained from the information agent.

                     About The Jean Coutu Group

Headquartered in Longueuil, Quebec, The Jean Coutu Group Inc.
(PJC)(TSX: PJC.A) - http://www.jeancoutu.com/-- is a drugstore
chain in North  America and in the eastern United States and
Canada.  The company and its combined network of 2,186 corporate
and franchised drugstores employ more than 61,000 people.  The
Jean Coutu Group's United States operations employ 46,000 people
and comprise 1,859 corporate owned stores located in 18 states of
the Northeastern, mid-Atlantic and Southeastern United States. The
Jean Coutu Group's Canadian operations and franchised drugstores
in its network employ over 15,000 people and comprise 327 PJC Jean
Coutu franchised stores in Quebec, New Brunswick and Ontario.

                           *     *     *

The Jean Coutu Group Inc.'s $350 million Guaranteed Senior Secured
Revolver carries Moody's Investors Service's B2 rating.  The
company also carries Moody's B3 long-term corporate family, senior
unsecured debt, and probability of default ratings; B1 bank loan
debt rating; and Caa2 senior subordinated debt rating.

The company also carries Standard & Poor's B+ long-term foreign
and local issuer credit ratings.

Also, the company bears Fitch's CCC senior subordinated debt
rating, B- long-term issuer default rating; BB- bank loan credit
rating; and B+ senior unsecured debt rating.


JEAN COUTU: Senior Notes Tender Offer to Expire on June 14
----------------------------------------------------------
The Jean Coutu Group Inc.'s cash tender offer and consent
solicitation for its 8.5% Unsecured Senior Subordinated Notes due
2014 will expire at 8:00 a.m., New York City time, on
June 14, 2007.

The tender offer and consent solicitation is being made solely on
the terms and conditions set in the company's Offer to Purchase
and Consent Solicitation Statement dated March 28, 2007, and
subsequently amended.

The company expects the Early Acceptance Date and the Early
Settlement Date to be June 1, 2007.

As reported in the Troubled Company Reporter on Apr. 5, 2007, the
company has entered into a settlement agreement with holders of a
majority of the outstanding principal amount of its 8-1/2% Senior
Subordinated Notes due 2014 in connection with the litigation in
which the company is seeking a declaratory judgment that, among
other things, the sale of certain of the company's assets to Rite
Aid Corporation constitutes the sale of substantially all of its
properties and assets for the purposes of the Indenture.

                   About The Jean Coutu Group

The Jean Coutu Group (PJC) Inc. is a drugstore chain in North
America and in the eastern United States and Canada.  The company
and its combined network of 2,186 corporate and franchised
drugstores employ more than 61,000 people.  The Jean Coutu Group's
United States operations employ 46,000 people and comprise 1,859
corporate owned stores located in 18 states of the Northeastern,
mid-Atlantic and Southeastern United States. The Jean Coutu
Group's Canadian operations and franchised drugstores in its
network employ over 15,000 people and comprise 327 PJC Jean Coutu
franchised stores in Quebec, New Brunswick and Ontario.

                          *     *     *

The Jean Coutu Group Inc.'s $350 million Guaranteed Senior Secured
Revolver carries Moody's Investors Service's B2 rating.  The
company also carries Moody's B3 long-term corporate family, senior
unsecured debt, and probability of default ratings; B1 bank loan
debt rating; and Caa2 senior subordinated debt rating.

The company also carries Standard & Poor's B+ long-term foreign
and local issuer credit ratings.

Also, the company bears Fitch's CCC senior subordinated debt
rating, B- long-term issuer default rating; BB- bank loan credit
rating; and B+ senior unsecured debt rating.


JED OIL: Provides Update on Caribou Resources Acquisition
---------------------------------------------------------
JED Oil Inc. said that its previously announced offer to Caribou
Resources Corp. to acquire all of its shares and settle with its
creditors has moved closer to acceptance.

At a hearing Thursday in the Court of Queen's Bench of Alberta in
Calgary, an Order was granted approving an extension of the stay
of proceedings until June 14, 2007, to give Caribou and its
Monitor, Deloitte & Touche Inc., the necessary time to negotiate
the final details of the transaction with the Company, and for JED
to acquire the security and liability owed by Caribou to its major
secured creditor.

The only other offer for Caribou before the court, that was
presented by Caribou's major secured creditor, has expired and not
been renewed, and the major secured creditor is supporting JED's
offer.

"[Thurs]day's extension by the court and JED's agreement with
Caribou's major secured creditor has gone a long way towards our
goal of acquiring Caribou," stated James Rundell, JED's President.
"Subject to the negotiation of the final details of our offer with
Caribou and the Monitor, and acquiring the secured creditor's
liability and security in Caribou's assets over the next two
weeks, we anticipate that Caribou's acceptance of our offer and
court authorization to pursue the required approvals to close the
transactions should occur on June 14th."

JED's offer consists of:

    * payment in full in cash to the major secured creditor of
      approximately $26.7 million, plus payment in cash to any
      creditors with security in priority to the major secured
      creditor;

    * payment in cash of approximately $345,500 plus an issuance
      of 5 million common shares to the unsecured creditors
      totaling approximately $17.7 million; and

    * an issuance of up to 4 million common shares for the
      acquisition of all of the 39 to 40 million shares of Caribou
      on the basis of one common share of JED for every 10 shares
      of Caribou held.

JED has delivered approximately $185,000 as a deposit with its
offer.

Under the CCAA procedure, the Caribou offer must be selected as
the best offer for the creditors by the Court of Queen's Bench,
which will be addressed on the new hearing date of June 14th.  The
offer must then also be approved by Caribou's creditors and
Caribou's shareholders.

The issuance by JED of up to 9 million common shares is also
subject to the approval of JED's common shareholders under the
rules of the AMEX. The settlement with Caribou creditors will be
effected under a Plan of Arrangement under the CCAA, and the
acquisition of the shares of Caribou will be effected under a Plan
of Arrangement under the Business Corporations Act (Alberta),
which would also be an element of the Plan of Arrangement under
the CCAA.  An Information Circular with detailed information will
be mailed to JED and Caribou shareholders.  Following completion
of the transactions, Caribou would either become a wholly-owned
subsidiary of JED, or would amalgamate with or be acquired by a
wholly-owned subsidiary or affiliate of JED.

                      About Caribou Resources

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

In January 2007, Caribou filed for protection under the Canadian
Companies' Creditors Arrangement Act.

                           About JED Oil

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

The company had $36,015,655 in total assets, $78,266,519 in total
liabilities, and a stockholders' deficit of $42,250,864 at
Dec. 31, 2006.


K. HOVNANIAN: Moody's Lowers All Ratings on High Debt Leverage
--------------------------------------------------------------
Moody's Investors Service lowered all of the ratings of K.
Hovnanian Enterprises, Inc. including its corporate family rating
to Ba3 from Ba2, ratings on the senior notes to Ba3 from Ba2,
ratings on the subordinated notes to B2 from B1, and rating on the
trust preferred stock to B2 from B1.  The ratings outlook is
negative.

The downgrades reflect Moody's expectation that cash flow from
operations for all of 2007 will remain negative, that the
company's earnings-based metrics will continue to deteriorate, and
that debt leverage will remain unacceptably high for the current
rating.

In the press release dated April 10, 2007, Moody's stated that the
company's ratings would be lowered if:

   (i) cash flow were to remain negative for full year fiscal
       2007;

  (ii) Moody's were to expect debt leverage to exceed 55% at
       fiscal-year end 2007;

(iii) earnings (before land impairment and option abandonment
       charges) were to turn negative in any quarter.

Moody's now projects the company to violate most if not all of the
above ratings triggers by the end of fiscal 2007 or earlier.

The negative outlook reflects Moody's view that Hovnanian's credit
metrics will continue to erode as the homebuilding industry
conditions are expected to be challenging throughout 2007 and any
recovery in 2008 is likely to be sluggish.

Support for the company's current ratings is provided by the
company's large revenue base (though expected to decline in 2007)
and widespread geographic, product, and price point
diversification.

Going forward, the outlook could be restored to stable if the
company were to start generating significant amounts of positive
cash flow, reduce debt leverage to 50%, and rebuild its interest
coverage protection. The ratings could be lowered further if:

   (i) Moody's expects negative cash flow generation to continue
       for full year fiscal 2008;

  (ii) Hovnanian were to generate modest quarterly pre-
       impairment losses on a sustained basis or significant
       pre-impairment losses in any one quarter;

(iii) the company makes significant share repurchases;

  (iv) Moody's projects the company to violate or come close to
       violating any covenants in its bank covenant package
       (although it should be noted that the company currently
       has ample headroom in its debt leverage covenant which
       needs to be tripped first before an interest coverage
       covenant comes into effect); or

   (v) Moody's expects the company's debt leverage to remain
       above 55% at fiscal year end 2008.

These rating actions were taken:

   -- Corporate family rating lowered to Ba3 from Ba2;

   -- Probability of default rating lowered to Ba3 from Ba2;

   -- Senior notes ratings lowered to Ba3 (LGD-3, 46%) from Ba2
      (LGD-3, 44%);

   -- Senior subordinated notes ratings lowered to B2 (LGD-6,
      91%) from B1 (LGD-6, 91%);

   -- Preferred stock rating lowered to B2 (LGD-6, 96%) from B1
      (LGD-6, 96%).

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Homebuilding revenues and net income (before
preferred dividends) for the trailing twelve month period that
ended Jan. 31, 2007 were $5.8 billion and $11 million,
respectively.


KINGSLAND V: Moody's Rates $14.9 Million Class E Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by Kingsland V, Ltd.:

   (1) Aaa to the $295,975,000 Class A-1 Senior Secured
       Floating Rate Notes Due 2021;

   (2) Aaa to the $60,000,000 Class A-2R Senior Secured
       Revolving Floating Rate Notes Due 2021;

   (3) Aa1 to the $12,125,000 Class A-2B Senior Secured
       Floating Rate Notes Due 2021;

   (4) Aa2 to the $22,900,000 Class B Senior Secured
       Floating Rate Notes Due 2021;

   (5) A2 to the $25,000,000 Class C Senior Secured
       Deferrable Floating Rate Notes Due 2021;

   (6) Baa3 to the $13,000,000 Class D-1 Senior Secured
       Deferrable Floating Rate Notes Due 2021;

   (7) Baa3 to the $5,000,000 Class D-2 Senior Secured
       Deferrable Fixed Rate Notes Due 2021;

   (8) Ba2 to the $14,900,000 Class E Secured Deferrable
       Floating Rate Notes Due 2021; and

   (9) Baa2 to the $15,330,000 Composite Notes Due 2021.

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

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


KKR FINANCIAL: Moody's Assigns Low-B Ratings to Two Note Classes
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by KKR Financial CLO 2007-1, Ltd.:

   (1) Aaa to the $1,849,000,000 Class A Senior Secured
       Floating Rate Notes Due 2021;

   (2) Aa2 to the $220,250,000 Class B Senior Secured
       Floating Rate Notes Due 2021;

   (3) A2 to the $299,250,000 Class C Deferrable Mezzanine
       Secured Floating Rate Notes Due 2021;

   (4) Baa3 to the $340,500,000 Class D Deferrable
       Mezzanine Secured Floating Rate Notes Due 2021;

   (5) Ba3 to the $134,000,000 Class E Deferrable Mezzanine
       Secured Floating Rate Notes Due 2021; and

   (6) B3 to the $61,750,000 Class F Deferrable Mezzanine
       Secured Floating Rate Notes Due 2021.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of senior secured loans,
high-yield bonds and structured finance securities due to
defaults, the transaction's legal structure and the
characteristics of the underlying assets.

KKR Financial Advisors II, LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


KNOLL INC: Adopts SEC Rule 10b5-1 on $50 Million Share Repurchase
-----------------------------------------------------------------
Knoll Inc. has adopted a written trading plan under Rule 10b5-1 of
the Securities Exchange Act of 1934 to facilitate repurchases
between June 1, 2007, and July 20, 2007, under its $50 million
share repurchase plan disclosed in February 2006.

Under the company 10b5-1 plan, Bank of America Securities LLC will
have the authority to repurchase up to an aggregate of
approximately $8.5 million worth of Knoll common stock on behalf
of the company during the period.

The company 10b5-1 plan does not require that any shares be
purchased, and there can be no assurance that any shares will be
purchased. Purchases may be made under the company 10b5-1 plan
beginning June 1, 2007.  The Share Repurchase Plan will continue
to be in effect following the expiration of the company 10b5-1
plan, which expires on the earlier of July 20, 2007, or the date
on which purchases are completed.

A 10b5-1 plan allows the company to repurchase shares at times
when it would ordinarily not be in the market because of the
company's trading policies or the possession of material non-
public information.

                         About Knoll Inc.

Headquartered in East Greenville, Pennsylvania, Knoll Inc. (NYSE:
KNL) -- http://www.knoll.com/-- designs and manufactures
branded office furniture products and textiles, serves clients
worldwide.  It distributes its products through a network of more
than 300 dealerships and 100 showrooms and regional offices.  The
company has locations in Argentina, Australia, Bahamas, Cayman
Islands, China, Colombia, Denmark, Finland, Greece, Hong Kong,
India, Indonesia, Japan, Korea, Malaysia, Philippines, Poland,
Portugal and Singapore, among others.

                          *     *     *

Knoll Inc. carries Moody's Investors Service's B1 Corporate Family
Rating and the company's $200 million senior secured revolver and
$250 million senior secured term loan carry Moody's Ba2.   Moody's
assigned an LGD2 rating to both loans, suggesting note holders
will experience a 27% loss in the event of a default.


KRAFT LLC: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: Kraft, L.L.C.
        370 North County Line Road
        Hobart, IN 46342

Bankruptcy Case No.: 07-21367

Chapter 11 Petition Date: May 31, 2007

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Michael A. Fish (NB), Esq.
                  Terrell & Thrall, L.L.P.
                  1158 West Lincolnway, Suite One
                  Valparaiso, IN 46385
                  Tel: (219) 465-1766
                  Fax: (219) 465-0145

Total Assets: $1,500,100

Total Debts:  $1,172,609

Debtor's Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Lake County Treasurer       property taxes             $41,000
2293 North Main Street
Crown Point, IN 46307


LABRANCHE & CO: Moody's May Cut Ba3 Senior Rating After Review
--------------------------------------------------------------
Moody's Investors Service placed LaBranche & Co Inc.'s Ba3 senior
unsecured rating on review for a possible downgrade.

On March 7, 2007 Moody's downgraded LaBranche's rating to Ba3 from
Ba2 as a result of the significant deterioration in the company's
profitability and operating outlook.  Supporting the Ba3 rating
was Moody's expectation that LaBranche would call the full amount
of the $200 million senior notes, which became callable on May
15th, 2007.

Moody's has said that in the event that the notes were not called
in their entirety, the rating would likely go on review for a
possible downgrade.  As the notes have not been called, this
indicates that there is greater uncertainty with regard to the
disposition of this debt, and the rating is now on review for a
possible downgrade.  The outcome of the review will depend on
whether the company calls the full amount of the bonds over the
course of the next several weeks.

LaBranche & Co Inc. is a holding company whose LaBranche & Co. LLC
subsidiary is one of the oldest (founded in 1924) and largest
specialist firms on the New York Stock Exchange.  The company
ranks as the NYSE's #1 specialist by share volume traded and
dollar volume traded.  LaBranche is also the parent of LaBranche
Structured Holdings, Inc., whose subsidiaries are specialists and
market-makers in options, exchange-traded funds and futures.  As
of March 31, 2007, LaBranche reported total assets and common
equity of $6 billion and $871 million, respectively.


LAMAR ADVERTISING: Commences Exchange Offer for 2-7/8% Notes
------------------------------------------------------------
Lamar Advertising Company has commenced an offer to exchange all
of its outstanding 2-7/8% Convertible Notes due 2010 for an equal
amount of newly issued 2-7/8% Convertible Notes due 2010-Series B
and cash.  The new notes will be a separate series of debt
securities.

The purpose of the exchange offer is to exchange outstanding notes
for new notes with certain different terms, including the type of
consideration Lamar may use to pay holders who convert their
notes.  Among their features, the new notes are convertible into
Class A common stock, cash or a combination thereof, at Lamar's
option, subject to certain conditions, while the outstanding notes
are convertible solely into the company's Class A common stock.
As of May 31, 2007, $287,500,000 aggregate principal amount of the
outstanding notes was outstanding.

In accordance with the terms and subject to the conditions of the
exchange offer, for each validly tendered and accepted $1,000
principal amount of outstanding notes, Lamar is offering to
exchange:

   * $1,000 principal amount of its new notes; and

   * $2.50 in cash.

The exchange offer for the outstanding notes will expire at
midnight, New York City time, on Wednesday, June 27, 2007, unless
earlier terminated or extended by the company.  Tendered
outstanding notes may be withdrawn at any time prior to midnight
on the expiration date.

The dealer manager for the exchange offer is Wachovia Securities,
while the exchange agent is The Bank of New York Trust Company,
N.A.  The Altman Group, Inc. acts as the company's information
agent for the exchange offer.

                    About Lamar Advertising

Based in Baton Rouge, California, Lamar Advertising
Company,(Nasdaq: LAMR) -- http://www.lamar.com/-- provides
outdoor advertising services in the United States and Canada.
It offers outdoor advertising displays.  The company serves
restaurants, retailers, automotive, real estate, hotels and
motels, health care, service, gaming, financial, and amusement
industries.

                        *     *     *

As reported in the Troubled Company Reporter on Mar. 5, 2007,
Moody's Investors Service affirmed Lamar Advertising Company's Ba2
corporate family rating and changed the outlook to negative from
stable following the company's report of a special dividend of
approximately $325 million and a new stock repurchase program of
up to $500 million of Lamar's Class A common stock to be
repurchased over the next 24 months.  The new share repurchase
program is in addition to the $100.7 million of repurchase
capacity available at Dec. 31, 2006 under the company's August
2006 stock repurchase plan.

In addition, Moody's affirmed all ratings at Lamar Advertising
Company and its subsidiary, Lamar Media Corporation and downgraded
Lamar's SGL rating from SGL-1 to SGL-2 given the diminished
liquidity while the company funds its dividend and share
repurchase program.


LASALLE COMMERCIAL: Moody's Puts Low-B Ratings on Six Note Classes
------------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by LaSalle Commercial Mortgage Securities Trust
2007-MF5.  The provisional ratings issued on May 17, 2007 have
been replaced with these definitive ratings:

   -- Class X, $488,277,330*, rated Aaa
   -- Class A, $427,242,000, rated Aaa
   -- Class B, $9,155,000 rated Aa2
   -- Class C, $13,428,000, rated A2
   -- Class D, $8,545,000, rated Baa1
   -- Class E, $3,052,000, rated Baa2
   -- Class F, $4,882,000, rated Baa3
   -- Class G, $7,325,000, rated Ba1
   -- Class H, $2,441,000, rated Ba2
   -- Class J, $1,831,000, rated Ba3
   -- Class K, $1,831,000, rated B1
   -- Class L, $1,221,000, rated B2
   -- Class M, $610,000 rated B3
   -- Class N, $6,714,330, rated NR

* Approximate notional amount


LB-UBS COMMERCIAL: S&P Lifts Rating on Class T Certificates to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2002-C4.  Concurrently, S&P affirmed
its ratings on 20 classes from the same series.  Additionally, S&P
raised its ratings on five classes of commercial mortgage pass-
through certificates from Westfield Shoppingtown Valley Mall
Mortgage Trust's series 2002-C4A.  At the same time, S&P affirmed
its ratings on the remaining five classes from the same series.

The raised and affirmed ratings on the LB-UBS certificates reflect
credit enhancement levels that provide adequate support through
various stress scenarios.

The raised and affirmed ratings on the Westfield Shoppingtown
certificates reflect the increased operating performance of the
property and the amortization of the loan.

As of the May 17, 2007, remittance report, the collateral pool for
the LB-UBS transaction consisted of 108 loans with an aggregate
trust balance of $1.320 billion, down from 114 loans totaling
$1.455 billion at issuance.  The master servicer, Wachovia
Securities Inc., reported primarily full-year 2006 financial
information for 99% of the pool, which excludes $496.6 million
(38%) of loans secured by defeased collateral.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.77x, up from 1.60x at issuance.  There are
currently no delinquent loans in the pool, and one loan ($3.4
million) is with the special servicer, LNR Partners Inc.  To date,
the trust has not experienced any losses.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $568.7 million (43%) and a weighted average
DSC of 1.93x, up from 1.67x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans.  One property was
characterized as "excellent," while the remaining collateral was
characterized as "good."

Credit characteristics for two of the loans in the pool are
consistent with those of high investment-grade obligations.

Details of these two loans are:

     -- The largest exposure in the pool, Westfield
        Shoppingtown Valley Fair, is encumbered by a
        $275.1 million class A note and a $49.7 million class B
        note.  The B note provides 100% of the cash flow to the
        certificates in the Westfield Shoppingtown Valley Mall
        Mortgage Trust series 2002-C4A stand-alone transaction.

        The loan is secured by 714,603 sq. ft. of a 1.4
        million-sq.-ft. enclosed super-regional mall in Santa
        Clara, California.  The sponsor of the loan and manager
        of the property is Westfield America Trust
        (A-/Stable/A-2).  Standard & Poor's visited the
        property on May 8, 2007, and met with the general
        manager, who indicated that the property is performing
        extremely well and has a substantial waiting list of
        prospective tenants.  Westfield is currently
        considering a major expansion to the property, in part
        to accommodate the demand for in-line space and to
        introduce a high-end dining experience at the property.

        Standard & Poor's adjusted NCF for this loan is up
        18% since issuance.  The ratings on the Westfield
        Shoppingtown Valley Mall Mortgage Trust series 2002-C4A
        transaction are raised and affirmed accordingly.

     -- The third-largest exposure in the pool, 1166 Avenue of
        the Americas, is encumbered by a $220.2 million whole
        loan.  The loan has been split into two parts: a
        $72.9 million A-1 note, which is the trust collateral
        for this transaction; and a $147.4 million A-2 note,
        which provides 100% of the cash flow to the
        certificates in the 1166 Avenue of the Americas
        Commercial Mortgage Trust 2002-C5 stand-alone
        transaction.  Standard & Poor's adjusted net cash flow
        has been stable since issuance.

The only specially serviced loan is the Kenner Center, secured by
a 77,786-sq.-ft. retail property in Kenner, Louisiana, with an
unpaid principal balance of $3.4 million.  The loan was
transferred to the special servicer in October 2005 due to
imminent default.  The property is currently 100% occupied and is
expected to be returned to Wachovia in the near future.

Wachovia reported a watchlist of 16 loans ($68.8 million, 5%).
The largest loan on the watchlist, 535 Connecticut Avenue, is the
fifth-largest loan in the pool secured by real estate.  The loan
has an outstanding balance of $21.8 million (2%) and is secured by
a 171,103-sq.-ft. office property in Norwalk, Connecticut.  The
loan appears on the watchlist because the collateral property
reported a year-end 2006 DSC of 0.03x, down from 1.26x at
issuance.  The loan was assumed in June 2006, and the new sponsor
has committed $3.5 million to improving the competitive position
of the property.

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


                      Ratings Raised

        LB-UBS Commercial Mortgage Trust 2002-C4
      Commercial mortgage pass-through certificates
                      series 2002-C4

                  Rating
                  ------
      Class    To       From       Credit enhancement
      -----    --       ----        ----------------
        Q      B+        B               1.65%
        S      B         B-              1.52%
        T      B-        CCC             1.24%


      Westfield Shoppingtown Valley Mall Mortgage Trust
         Commercial mortgage pass-thru certificates
                       series 2002-C4A

                               Rating
                               ------
                  Class     To        From
                  -----     --        ----
                  B-5       AAA       AA+
                  B-6       AAA       AA
                  B-7       AAA       AA-
                  B-8       AAA       A+
                  B-9       AA+       A


                    Ratings Affirmed

        LB-UBS Commercial Mortgage Trust 2002-C4
      Commercial mortgage pass-through certificates
                     series 2002-C4

         Class    Rating      Credit enhancement
         -----    ------       ----------------
          A-2      AAA             15.44%
          A-3      AAA             15.44%
          A-4      AAA             15.44%
          A-5      AAA             15.44%
          B        AAA             14.06%
          C        AAA             12.54%
          D        AA+             11.03%
          E        AA              10.06%
          F        AA-              8.82%
          G        A+               7.99%
          H        A                7.03%
          J        A-               6.06%
          K        BBB+             5.10%
          L        BBB-             3.58%
          M        BB+              3.03%
          N        BB               2.48%
          P        BB-              1.93%
          X-CL     AAA               N/A
          X-CP     AAA               N/A
          X-VF     AAA               N/A


   Westfield Shoppingtown Valley Mall Mortgage Trust
      Commercial mortgage pass-thru certificates
                  series 2002-C4A

                   Class     Rating
                   -----     ------
                   B-1       AAA
                   B-2       AAA
                   B-3       AAA
                   B-4       AAA
                   B-X       AAA



                N/A - Not applicable.


LCM V: Moody's Rates $16.5 Million Class E Notes at Ba2
-------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by LCM V Ltd.:

   (1) Aaa to the $370,500,000 Class A-1 Senior Secured
       Floating Rate Notes Due 2019;

   (2) Aaa to the $42,000,000 Class A-2 Senior Secured
       Floating Rate Notes Due 2019;

   (3) Aa2 to the $63,000,000 Class B Second Priority
       Floating Rate Notes Due 2019;

   (4) A2 to the $41,250,000 Class C Third Priority
       Deferrable Floating Rate Notes Due 2019;

   (5) Baa2 to the $18,750,000 Class D Fourth Priority
       Deferrable Floating Rate Notes Due 2019; and

   (6) Ba2 to the $16,500,000 Class E Fifth Priority
       Deferrable Floating Rate Notes Due 2019.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of U.S. Dollar
denominated senior bank loans and certain other debt instruments
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

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


LEAP WIRELESS: Revenue Growth Cues S&P's Positive Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on San
Diego, California-based wireless carrier Leap Wireless
International and all related subsidiaries to positive from
stable, and affirmed its ratings, including the 'B-' corporate
credit rating.  Total debt as of March 31, 2007, was approximately
$2.3 billion on an operating lease-adjusted basis.

"The outlook revision reflects Leap's demonstrated ability to grow
revenue, subscribers, and average revenue per user in a
competitive market," said Standard & Poor's credit analyst Allyn
Arden.  "This suggests greater prospects for Leap to carve out a
sustainable market niche."  Continued success in operational
execution and leverage reduction could be sufficient to warrant an
upgrade within the next one to two years.  Still, the longer-term
sustainability of Leap's business model remains a concern, given
the possibility that as the wireless market matures, the far
larger and better-financed national carriers may more aggressively
target Leap's customers.

While consolidated EBITDA has been essentially flat due to costs
associated with new-market launches, EBITDA growth from Leap's
established markets improved 14% in the first quarter of 2007,
year-over-year, and margins are comparable to the national players
at around 40%.

During the first quarter, Leap had about 318,000 net adds, almost
three times higher than the prior-year period, due mainly to new-
market launches.  Coupled with higher average revenue per user of
about $45 as customers take higher-end rate plans, sales have been
growing at a double-digit pace.  If the company is able to
replicate its track record in recently launched markets, it should
be able to lower its leverage from 7.7x debt to EBITDA, adjusted
for operating leases.  Moreover, the company has sufficient
liquidity to fund its expansion, assuming operating conditions
remain favorable.

The ratings on Leap continue to reflect a very high degree of
business risk, given its nontraditional wireless business model,
limited operating history, and execution risk from the buildout of
new markets.  They also reflect a highly leveraged financial
profile, including expectations for significant discretionary cash
flow losses in the next couple of years as a result of its planned
market expansion.  Although Leap has demonstrated success in
attracting subscribers to its less-expensive wireless service,
national players may begin to aggressively target Leap's
subscriber base with their own tailored pricing plans as the
wireless industry matures.  Tempering factors include the
company's niche market, which is currently not the focus of the
national carriers, its low cost structure, and adequate liquidity.


LEAR CORP: Says No Competing Bids Were Filed, Tata's Offer Gloomy
-----------------------------------------------------------------
Lear Corporation last week informed the Court of Chancery of the
State of Delaware disclosing that it is not in discussions with
any third party regarding a potential acquisition proposal on more
favorable terms than American Real Estate Partners, L.P.'s offer.

Reuters relates that American Real Estate Partners, an affiliate
of Carl Icahn, has offered $36 per share, or $2.86 billion, for
Lear.

In an effort to look for competing offers, Lear said it has been
in discussions with Tata Autocomp Systems Ltd. since March 18,
however, all of its "extensive efforts have not yielded even a
non-binding proposal" from Tata.

A shareholder vote on Icahn's offer has been scheduled for
June 27, Reuters says.

Headquartered in Southfield, Michigan, Lear Corporation (NYSE:
LEA) -- http://www.lear.com/-- supplies automotive   interior
systems and components.  Lear provides complete seat systems,
electronic products and electrical distribution systems and
other interior products.

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

                     *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service confirmed Lear Corp.'s existing
ratings consisting of a B2 corporate family rating, B3 senior
unsecured notes, and B2 secured bank term loan.


LEISURE INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Leisure, Inc.
        1770 St. John's Bluff Road South
        Jacksonville, FL 32246

Bankruptcy Case No.: 07-02248

Chapter 11 Petition Date: May 30, 2007

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Albert H. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822

Total Assets: $1,800,000

Total Debts:  $1,200,000

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


LIFEPOINT HOSPITAL: Purchases Additional $75 Million of Notes
-------------------------------------------------------------
The underwriters of LifePoint Hospitals, Inc.'s May 29, 2007
public offering of 3.50% Convertible Senior Subordinated Notes due
May 15, 2014, have exercised the over-allotment option and will
purchase an additional $75 million principal amount of the Notes.

This will bring the total amount of the Notes issued to
$575 million.

Under certain circumstances, the notes will be convertible at an
initial conversion rate of 19.3095 shares of the company's common
stock per $1,000 principal amount of notes, subject to adjustment.
This conversion rate is equivalent to an initial conversion price
of approximately $51.79 per share.  This represents an
approximately 36.50% premium to the last reported sale price of
the company's common stock on the NASDAQ Global Select Market on
May 22, 2007, the date the Notes priced.  The conversion rate will
be subject to adjustment upon the occurrence of specified events.
Upon conversion, holders will receive cash, and if applicable,
shares of common stock of the company.

The closing of the sale of the over-allotment of the Notes is
expected to occur on May 31, 2007, and is subject to the
satisfaction of customary closing conditions.  The company intends
to use the proceeds from the offering to repay indebtedness under
its revolving credit facility and term loan facility.

The over-allotment of the Notes will be issued pursuant to an
effective registration statement filed with the U.S. Securities
and Exchange Commission.  Citi is acting as the book-running
manager in connection with the offering.

                   About LifePoint Hospitals

Based in Brentwood, Tennessee, LifePoint Hospitals, Inc. (NASDAQ:
LPNT) -- http://www.lifepointhospitals.com/-- is a hospital
company focused on providing healthcare services in non-urban
communities in 19 states.  Of the company's 50 hospitals, 47 are
in communities where LifePoint Hospitals is the sole community
hospital provider.

                         *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Standard & Poor's Ratings Services assigned its 'B' rating to
LifePoint Hospitals Inc.'s $500 million senior subordinated
convertible notes due 2014.  Proceeds of the new debt
issuance will be used to repay the amount outstanding under the
revolving credit facility and a portion of its outstanding term
loan.

At the same time, Standard & Poor's affirmed LifePoint's corporate
credit rating and secured bank loan rating of 'BB-' and revised
the recovery rating to '2' from '3', reflecting better recovery
prospects because there will be less secured bank debt
outstanding.  The rating outlook is stable.


MAC CAPITAL: Moody's Assigns Low-B Ratings to Three Note Classes
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by MAC Capital, Ltd.:

   (1) Aaa to the $9,000,000 Class X Notes Due July 2013;

   (2) Aaa to the $203,000,000 Class A-1L Floating Rate
       Notes Due July 2023;

   (3) Aaa to the $75,000,000 (or the USD Equivalent thereof
       in Euro, Sterling and/or Australian Dollars) Class A-1LV
       Floating Rate Revolving Notes Due July 2023;

   (4) Aa2 to the $49,000,000 Class A-2L Floating Rate
       Notes Due July 2023;

   (5) A2 to the $35,000,000 Class A-3L Floating Rate Notes
       Due July 2023;

   (6) Baa2 to the $16,600,000 Class B-1F Fixed Rate Notes
       Due July 2023;

   (7) Baa2 to the $4,400,000 Class B-1L Floating Rate
       Notes Due July 2023;

   (8) Ba2 to the $5,000,000 Class B-2F Fixed Rate Notes
       Due July 2023;

   (9) Ba2 to the $14,000,000 Class B-2L Floating Rate
       Notes Due July 2023;

  (10) Baa3 to the $27,700,000 Class C-1 MAC Combination
       Securities Due July 2023;

  (11) Ba3 to the $4,000,000 Class C-2 MF-II Combination
       Securities Due July 2023; and

  (12) Baa3 to the $12,500,000 Class C-3 MAC Combination
       Securities Due July 2023.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's ratings of the Class
C-1 MAC Combination Securities, Class C-2 MF-II Combination
Securities and Class C-3 MAC Combination Securities address only
the ultimate receipt of the "Rated Balance."

TCW Advisors, Inc. will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


MARKOV CDO: Moody's Rates $5 Million Class E Notes at Ba1
---------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by Markov CDO I, Ltd.:

   (1) Aaa to the $100,000,000 Class A-1 Senior Floating
       Rate Notes Due 2047;

   (2) Aaa to the $70,000,000 Class A-2 Senior Floating
       Rate Notes Due 2047;

   (3) Aaa to the $80,000,000 Class A-3 Senior Floating
       Rate Notes Due 2047;

   (4) Aa2 to the $70,000,000 Class B Senior Floating Rate
       Notes Due 2047;

   (5) A2 to the $25,000,000 Class C-1 Floating Rate
       Deferrable Notes Due 2047;

   (6) A2 to the $10,000,000 Class C-2 Fixed Rate
       Deferrable Notes Due 2047;

   (7) Baa2 to the $27,000,000 Class D Floating Rate
       Deferrable Notes Due 2047;

   (8) Ba1 to the $5,000,000 Class E Floating Rate
       Deferrable Notes Due 2047;

   (9) A2 to the $5,000,000 C Combination Notes Due 2044;

  (10) Baa2 to the $5,000,000 D Combination Notes Due
       2044;

  (11) Aaa to up to $1,600,000,000 Class S Senior Floating
       Rate Notes due 2047; and

  (12) Aaa to up to $100,000,000 Class A-0 Senior Floating
       Rate Notes due 2047.

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

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

State Street Global Advisors will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


MILAGRO ENERGY: Closes Sale of 7.5 Million Common Shares
--------------------------------------------------------
Milagro Energy Inc. has closed the sale of an additional 7,500,000
common shares at an issue price of $0.13 per Common Share for
aggregate gross proceeds of $975,000, raising the total gross
proceeds of the previously announced equity offering that closed
on May 15, 2007 to $14,565,725.

The Common Shares were issued pursuant to the exercise of the
over-allotment option by Westwind Partners Inc.

Pursuant to an agreement between the company and its principal
lender, Brookfield Bridge Lending Fund Inc., the company will
apply $200,000 of the proceeds from the exercise of the Over-
Allotment Option to the partial repayment of its $11 million
credit facility with the Fund.  In accordance with the terms of
the Facility, the company will also pay the Fund an exit fee equal
to 1% of the Repayment, as well as the Fund's expenses in respect
of the Repayment.

In connection with the exercise of the Over-Allotment Option, the
company paid the Agent a cash commission and issued to the Agent
warrants to purchase 450,000 common shares, at any time within 24
months from today's date, at a price of $0.13 per common share.

The net proceeds from the exercise of the Over-Allotment Option,
after deducting the Agent's commission and the partial repayment
of the Facility, will be used by the company for exploration and
development on the company's properties, reduction of working
capital deficit and for general working capital purposes.

                       About Milagro Energy

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

                          *     *     *

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

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


MORGAN STANLEY: Moody's Cuts Rating Two Cert. Classes to Ba2
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes of
certificates from Morgan Stanley ABS Capital I Inc.

The collateral backing these classes consists of "scratch and
dent" residential mortgage loans.  The ratings are being
downgraded based upon relatively high levels of delinquency and
loss accompanied by deterioration of overcollateralization.

Complete rating actions are:

   * Issuer: Morgan Stanley ABS Capital I Inc. Trust 2003-SD1

     -- Class B-2, downgraded to Ba2, previously Baa3.

   * Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-SD2

     -- Class B-2, downgraded to Ba2, previously Baa3.


NAPIER ENVIRONMENTAL: Cuts Talks to Acquire Perfectly Natural
-------------------------------------------------------------
Napier Environmental Technologies Inc. said in a press statement
Wednesday that it has terminated discussions to acquire Perfectly
Natural Solutions Inc. of Vaudreuil, Quebec, and Perfectly Natural
Solutions U.S., Inc. of Pittsburgh, Pennsylvania on the basis that
PN and PN US are not able to satisfy certain conditions pursuant
to the letter of intent entered into on Feb. 15, 2007.

Napier also said it is experiencing a significant increase in the
number of sales orders in the month of May.  Orders received in
May have exceeded $500,000.  These orders do not include the
royalty revenue earned on the previously announced licensing
arrangement which amount to approximately $45,000 per month,
Napier explained.

Anthony Traub, Chairman of Napier, states that, "It has been
almost two years since Napier was released from court protection
under the Bankruptcy and Insolvency Act (Canada).  We are now
starting to see positive results from the sales and marketing
efforts that have been put into the recovery from bankruptcy with
the recent increase in sales orders.  Our sales force continues to
pursue other sales opportunities and we expect that 2007 will be
the year when we will be able to demonstrate that sales have
commenced their recovery."

                           About Napier

Headquartered in Delta, British Columbia, Napier Environmental
Technologies Inc. (TSX:NIR) -- http://wwwbiowash.com/-- is a
Canadian company primarily engaged in the development, manufacture
and distribution of a wide range of products utilizing
environmentally advanced technology.  The product lines include
coating removal and wood restoration products for both the
industrial/commercial market and the consumer/retail market.

Napier is currently operating under the protection of the Canadian
Bankruptcy and Insolvency Act.


NORTHWEST AIRLINES: Bankruptcy Emergence Cues S&P's B+ Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Northwest
Airlines Corp. and its Northwest Airlines Inc. subsidiary,
including raising the long-term corporate credit ratings on both
entities to 'B+' from 'D', following their emergence from Chapter
11 bankruptcy proceedings.  The rating outlook is stable.

In addition, S&P assigned a 'BB-' bank loan rating, one notch
above the corporate credit rating, with a '1' recovery rating, to
Northwest Airlines Inc.'s $1.225 billion bankruptcy exit
financing, based on S&P's expectation of a full recovery of
principal in the event of a second Northwest bankruptcy.  That
bank facility converted from a debtor-in-possession credit
facility; S&P withdrew the 'BBB-' rating on the DIP facility.

Also, S&P revised the CreditWatch status of certain ratings on
enhanced equipment trust certificates to positive from negative or
developing and placed other ratings on CreditWatch with positive
implications.  S&P expect to complete their review of EETC ratings
shortly.

"The corporate credit rating reflects Northwest's participation in
the competitive, cyclical, and capital-intensive U.S. airline
industry, on a still highly leveraged financial profile, and with
substantial upcoming capital expenditures to modernize its
aircraft fleet," said Standard & Poor's credit analyst Philip
Baggaley.  "The rating also incorporates the airline's improved
operating cost structure and reductions in debt and leases
achieved in Chapter 11."

Northwest is the fifth-largest U.S. airline, and, like other
"legacy carriers," suffered heavy losses following 2001, due to
the effects of terrorism, high fuel prices, and low-cost
competition in the U.S. domestic market.  Northwest entered
Chapter 11 bankruptcy protection in September 2005, following the
spike in jet fuel prices caused by the Gulf hurricanes.
Northwest, like Delta Air Lines Inc. (B/Stable/--), which entered
bankruptcy on the same day, faced the challenges of high operating
costs and a heavy debt and lease burden.  Unlike Delta,
Northwest's revenue generation was fairly good relative to peers,
and its operating performance turned around more quickly than that
of Delta.

Also in contrast to Delta, Northwest chose not to terminate any of
its defined-benefit pension plans, and it will emerge from
bankruptcy with a relatively greater burden of underfunded
pensions (though 2006 federal legislation reduces mandatory
funding and spreads it over 17 years) and retiree medical
liabilities.  Despite this decision, Northwest continues to face
difficult labor relations, with its flight attendants having
approved a concessionary contract only very recently and the
legacy of replacing or outsourcing substantially all of its
striking mechanics (the union belatedly agreed to a revised
contract, but most of the original workforce is no longer employed
by Northwest).

Ratings anticipate substantially improved earnings in 2007, though
not necessarily at levels projected in Northwest's bankruptcy
disclosure statement, with gradually strengthening credit measures
over the next several years.  An outlook revision to negative
could occur if a material deterioration in airline industry
conditions cause earning progress from 2006 levels to stall.  An
outlook revision to positive is not anticipated over the near
term, as the current ratings already factor in gains in
Northwest's financial profile.


NPS PHARMA: March 31 Balance Sheet Upside-Down by $212.6 Million
----------------------------------------------------------------
NPS Pharmaceuticals Inc.'s balance sheet as of March 31, 2007,
showed total assets of $180.5 million, total liabilities of
$393.1 million, and total stockholders' deficit of $212.6 million.

                    First Quarter 2007 Results

NPS incurred a net loss for the first quarter of 2007 of
$21.1 million, 45% reduction from its net loss in the first
quarter of 2006 of $38.3 million.  The reduction in net loss
reflects the 2006 and 2007 restructurings which called for
aggressive expense reduction measures.

Revenues for the first quarter of 2007 grew 64% to $10 million
from revenues of $6.1 million in the first quarter of 2006.  This
is primarily the result of higher royalty revenue earned from
Amgen on sales of cinacalcet HCl and increased product sales,
royalty and milestone revenue earned from Nycomed on sales of
Preotact(R).  NPS now believes that higher royalty revenue from
Amgen could enable the company to repay its Sensipar(R) secured
debt obligations in 2011 or earlier and allow future royalties
beyond that point to come directly to NPS.

Restructuring charges were $7.1 million for the first quarter of
2007 and relate to initiatives to restructure operations announced
June 2006 and March 2007.

As of March 31, 2007, the company had 46.3 million shares
outstanding and $132 million in cash, cash equivalents and
marketable investment securities as compared to $146.2 million at
Dec. 31, 2006.

                   Corporate and Pipeline Update

Since March 2007, NPS has moved aggressively to implement its new
business plan by reducing spending and pursuing asset monetization
strategies and potential partnering of clinical development
programs. The company is in active discussions regarding these
potential opportunities and is on track to meet its 2007 operating
cash burn and year-end cash balance targets.

NPS completed a dose-escalation study of teduglutide in healthy
volunteers confirming the drug's short-term safety and
tolerability at doses of up to 80mg per day.

NPS will complete the Phase 3 study of teduglutide in patients
with short bowel syndrome in the second half of 2007 and prepare a
new drug application for this indication in 2008 if study results
are positive. NPS is also conducting preclinical proof-of-concept
work with teduglutide to treat chemotherapy-induced GI mucositis
and necrotizing enterocolitis.

NPS is continuing to support the investigator-led Phase 2 study of
PREOS(R), full-length parathyroid hormone, rDNA origin for
injection, as PTH replacement therapy to treat hypoparathyroidism.
NPS will use this study to determine the path forward in
developing PREOS as a novel treatment for hypoparathyroidism.

Consistent with its plan to consolidate facilities in New Jersey,
NPS has entered into an agreement to sell its pilot manufacturing
and laboratory facility in Canada for $4.3 million.  The company
also announced that it has entered into a separate agreement to
repurchase its laboratory and office facility in Salt Lake City
for $20 million which it had previously sold in a sale-leaseback
transaction.  NPS is purchasing the building in order to exit from
its long-term lease obligation and intends to sell the Salt Lake
City facility as soon as practical.

NPS president and chief executive officer Tony Coles, M.D.,
stated: "We are aggressively executing the new business plan we
announced in March to focus on late-stage clinical programs,
reduce spending and reallocate our resources.  Our progress with
the teduglutide dose-ranging study and the study of PREOS in
hypoparathyroidism illustrates our focus on advancing our clinical
pipeline and we look forward to the completion of the SBS trial
later this year in anticipation of the NDA filing in 2008. We
believe these efforts will enable us to create sustainable value
for patients, partners and shareholders and allow us to use our
cash resources effectively to support our pipeline and address our
convertible debt in a timely manner."

                          About NPS Pharma

NPS Pharmaceuticals Inc., a biopharmaceutical company, engages in
the discovery, development, and commercialization of therapeutic
small molecule drugs and recombinant proteins. Its products
portfolio of approved drugs and product candidates are primarily
used for the treatment of bone and mineral disorders,
gastrointestinal disorders, and central nervous system disorders.


NZAC INTERNATIONAL: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: NZAC International, Inc.
        660 West Duarte Road
        Arcadia, CA 91007

Bankruptcy Case No.: 07-14357

Chapter 11 Petition Date: May 27, 2007

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Charles W. Daff, Esq.
                  2122 North Broadway, Suite 210
                  Santa Ana, CA 92706
                  Tel: (714) 541-0301
                  Fax: (714) 569-0515

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Largest Unsecured Creditor:

   Entity                      Nature Of Claim       Claim Amount
   ------                      ---------------       ------------
Joe S. Borland                 Note Due                $1,050,000
21031 Ventura Boulevard
Suite 630
Woodland Hills, CA 91364
Tel: (818) 903-4415


ON SEMICONDUCTOR: Ridge Property Ends Sale Agreement with SCI LLC
-----------------------------------------------------------------
Ridge Property Services II LLC, during the due diligence period,
terminated a Sale Agreement it entered with Semiconductor
Components Industries LLC.  Ridge determined that the Sale
Agreement was not feasible as originally contemplated and by
written notice to SCI LLC dated May 15, 2007.

SCI LLC, ON Semiconductor's wholly owned subsidiary and primary
operating company, entered into an Agreement for Sale and Purchase
dated March 30, 2007, with Ridge.  The Sale Agreement provided for
a due diligence period for the purpose of determining the
feasibility of Ridge acquiring the Property.

As initially agreed between the parties, SCI LLC agreed to sell to
Ridge about 20 acres of surface rights and certain improvements
owned by SCI LLC for a purchase price of about $11.5 million,
subject to adjustment.  The property located at 52nd Street in
Phoenix, Arizona is adjacent to ON Semiconductor's corporate
headquarters.

As a result of the termination, ON Semiconductor no longer expects
to close on the Property sale transaction under the previous terms
and conditions of the Sale Agreement, which would have triggered
an estimated gain of about $10 million.

                      About ON Semiconductor

ON Semiconductor Corporation of Phoenix, Arizona (NASDAQ: ONNN) --
http://www.onsemi.com/-- designs, manufactures, and markets power
and data management semiconductors, and standard semiconductor
components worldwide.  It offers automotive and power regulation
products.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Phoenix, Arizona-based ON Semiconductor Corp. to 'BB-
'from 'B+'.  The outlook is stable.  At the same time, Standard &
Poor's assigned its 'BB' rating to the company's amended and
restated credit agreement, with a recovery rating of '1',
indicating the expectation of full (100%) recovery of principal in
the event of a payment default.


OPTION ONE: Moody's Cuts Ratings on Nine Tranches to Low-B
----------------------------------------------------------
Moody's Investors Service downgraded nine tranches, placed under
review for possible downgrade four tranches, upgraded four
tranches, and placed under review for possible upgrade two
tranches from several 2002, 2003, and 2004 deals with loans
originated by Option One Mortgage Corporation.

The transactions consist of primarily first lien, adjustable and
fixed-rate subprime mortgage loans.  The loans are serviced by
Option One Mortgage Corporation.

Although the deals' losses are performing within the area of
original expectations, the subordinate certificates are being
downgraded and placed on review for possible downgrade based on
existing credit enhancement levels relative to the current
projected losses on the underlying pools.  Overcollateralization
amounts in most of the transactions are currently below their
targets and pipeline losses could cause further depletion of the
overcollateralization and put pressure on the most subordinate
tranches.  Most of the current credit support deterioration can be
attributed to the deals passing performance triggers and therefore
releasing large amounts of overcollateralization.

The certificates are being upgraded and placed on review for
possible upgrade based on the fact that their current credit
enhancement, provided by subordination, excess spread,
overcollateralization and mortgage insurance, is high compared to
the current projected losses on the underlying pools.

The complete rating actions are:

Downgrade

   * Issuer: Option One Mortgage Loan Trust

     -- Series 2003-3; Class M-5, downgraded from Baa2 to Ba1;
     -- Series 2003-3; Class M-6, downgraded from Baa3 to B2;
     -- Series 2003-4; Class M-6, downgraded from Baa3 to B1;
     -- Series 2003-5; Class M-5, downgraded from Baa2 to Ba3;
     -- Series 2003-5; Class M-6, downgraded from Baa3 to B3;
     -- Series 2003-6; Class M-6, downgraded from Baa3 to Ba1.

   * Issuer: Asset Backed Funding Corporation

     -- Series 2003-OPT1; Class M-5, downgraded from Baa2 to
        Ba1;
     -- Series 2003-OPT1; Class M-6, downgraded from Baa3 to
        Ba2.

   * Issuer: Merrill Lynch Mortgage Investors Trust

     -- Series 2003-OPT1; Class B-3, downgraded from Baa3 to
        Ba1.

Review for Downgrade

   * Issuer: Option One Mortgage Loan Trust

     -- Series 2004-1; Class M-7, current rating Ba1, under
        review for possible downgrade;

     -- Series 2004-2; Class M-6, current rating Baa3, under
        review for possible downgrade;

     -- Series 2004-2; Class M-7, current rating Ba1, under
        review for possible downgrade.

   * Issuer: MASTR Asset Backed Securities Trust

     -- Series 2002-OPT1; Class M-6, under review for possible
        downgrade.

Upgrade

   * Issuer: Option One Mortgage Loan Trust

     -- Series 2003-6; Class M-1, upgraded from Aa2 to Aaa;
     -- Series 2003-6; Class M-2, upgraded from A2 to Aa2.

   * Issuer: Merrill Lynch Mortgage Investors Trust

     -- Series 2003-OPT1; Class M-1, upgraded from Aa2 to Aaa;
     -- Series 2003-OPT1; Class M-2, upgraded from A2 to Aa2.

Review for Upgrade

   * Issuer: ACE Securities Corp. Home Equity Loan Trust

     -- Series 2003-OP1; Class M-1, current rating Aa2, under
        review for possible upgrade;

     -- Series 2003-OP1; Class M-2, current rating A2, under
        review for possible upgrade.


OWNIT MORTGAGE: Creditors Committee Balks at CEO's Salary
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Ownit
Mortgage Solutions Inc.'s bankruptcy case opposes
the $300,000 salary for Ownit's chief executive officer,
William Dallas, arguing that Mr. Dallas is not required to
work full time for Ownit, Bill Rochelle of Bloomberg News
reports.

According to the report, Ownit contended that Mr. Dallas'
base salary is only $150,000, leaving another $150,000
as a performance bonus, compared to a pre-bankruptcy base
salary of $500,000 with a $750,000 bonus.

Bloomberg relates that Mr. Dallas' salary will not be
paid in cash but would count against the loans that
Mr. Dallas owed Ownit.

A hearing to consider the matter is set for June 7.

Headquartered in Agoura Hills, California, Ownit Mortgage
Solutions Inc. is a subprime mortgage lender, which specializes
in making loans to borrowers with poor credit or limited incomes.
The Debtor filed for chapter 11 protection on Dec. 28, 2006
(Bankr. C.D. Calif. Case No. 06-12579).  Ira D. Kharasch, Esq.,
Linda F. Cantor, Esq., Jonathan J. Kim, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, represent the Debtor.  Stutman, Treister & Glatt represents
the Official Committee of Unsecured Creditors.  The Debtor's
schedules show total assets of $697,550,849 and total liabilities
of $819,131,179.


PINNACLE ENTERTAINMENT: Launches Offering for $350 Mil. Notes
-------------------------------------------------------------
Pinnacle Entertainment Inc. intends to offer $350 million in
aggregate principal amount of new senior subordinated notes due
2015 in a private offering to be conducted pursuant to Rule 144A
and Regulation S under the Securities Act of 1933, as amended.

The company said that it plans to use the net proceeds from this
offering to repay all of its outstanding term loans under its
credit agreement, for general corporate purposes and to fund its
expansion, construction and development projects.

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment Inc.
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos
in Nevada, Louisiana, Indiana and Argentina, owns a hotel in
Missouri, receives lease income from two card club casinos in
The Los Angeles metropolitan area, has been licensed to operate
a small casino in the Bahamas, and owns a casino site and has
significant insurance claims related to a hurricane-damaged casino
previously operated in Biloxi, Mississippi.  Pinnacle opened a
major casino resort in Lake Charles, Louisiana in May 2005 and
a new replacement casino in Neuquen, Argentina in July 2005.


PINNACLE ENTERTAINMENT: Moody's Rates $350 Mil. Sr. Notes at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3(LGD5,77%) rating to
Pinnacle Entertainment, Inc's new $350 million guaranteed senior
subordinated notes due 2015.

At the same time, Moody's raised the company's existing guaranteed
senior subordinated note ratings to B3(LGD5,77%) from
Caa1(LGD5,87%) and raised the existing senior secured bank loan
ratings to Ba2(LGD2,21%) from B1(LGD3,34%).  Pinnacle's B2
corporate family rating, B2 probability of default rating, and
positive ratings outlook were affirmed.

A portion of the proceeds from the new senior subordinated debt
offering will be used to repay all outstanding term loans under
the company's existing credit agreement ($275 million).  The
remainder will be invested in marketable securities and eventually
used to fund subsequent phases of current development projects as
well as future development projects being considered.  The new
notes will rank pari-passu with the company's existing guaranteed
senior subordinated notes, but will have more lenient terms with
respect to permitted investments.  Both existing senior
subordinated note issues are callable in 2008.

The affirmation of Pinnacle's B2 corporate family rating considers
the company's limited diversification on a state wide basis
(Louisiana currently accounts for over 70% of total property-level
EBITDA) and competitive pressures at Belterra and Bossier City
that resulted in lower than expected first quarter results at
those properties.  The rating also takes into account the
considerable development activity of the company. Pinnacle will
likely spend over $1.5 billion over the next two years on
development capital expenditures.  Additionally, the ratings
incorporate the uncertainty associated with the ultimate scope,
timing and financing of other potential development projects
including the company's Atlantic City subsidiary, which is now
part of the Pinnacle's restricted group borrowing structure.  The
company currently estimates the cost of the new casino resort in
Atlantic City, exclusive of site's purchase price, to be at least
$1.5 billion.

The positive outlook recognizes the favorable risk/return profile
of development projects in St. Louis Missouri and Louisiana as
well as Pinnacle's pro forma liquidity profile which provides
adequate funding for the initial phases of current development
projects.  Additionally, as a result of several past equity
offerings and overall operating improvements made during the past
few years, Pinnacle has managed to keep debt/EBITDA near or below
4.0x during the past fifteen months, a level considered more
appropriate for a higher rating category. Although peak leverage
based on projects currently underway could be between 6.5x and
7.0x, and possibly higher if certain other potential development
projects are pursued, ratings could improve with a successful
initial ramp-up of Pinnacle's $495 million St. Louis City project
and $45 million L'Auberge du Lac room addition, both scheduled to
open in late 2007. A return to a more favorable EBITDA trend for
Belterra and Bossier City along with continued positive EBITDA
trends at other properties would also have a positive impact on
ratings.

The assignment of a B3(LGD5,77%) to Pinnacle's new $350 million
senior subordinated notes along with the upgrade of the existing
senior subordinated notes and senior secured bank loan reflects
the application of Moody's Loss Given Default Methodology (LGD) to
the pro forma capital structure which recognizes the simultaneous
decrease in senior secured debt and increase in unsecured debt.
Worth noting however, is that the company eventually plans to
amend its existing bank facility (re-borrow additional term loans)
at a later date when additional funds are needed for subsequent
phases of existing development projects as well as other potential
new development projects.  Depending on the amount and type of an
amended bank facility and/or any other type of debt-related
financing, ratings on both the senior secured bank debt and senior
subordinated notes could change at that future point in time based
on the application of Moody's LGD methodology.

Moody's most recent action on Pinnacle occurred on Sep. 28, 2006
when Probability of Default ratings and LGD assessments were
assigned to the company as part of the general roll-out of the LGD
product.

Pinnacle owns and operates casinos in Nevada, Louisiana, Indiana,
Missouri, Argentina and The Bahamas, owns a hotel in Missouri, and
also has two casino development projects under construction in the
St. Louis, Missouri area.  The company is also developing a second
casino resort in Lake Charles, Louisiana, to be called Sugarcane
Bay, anticipates developing a casino project in Baton Rouge, and
is designing a hotel casino resort to be built in Atlantic City,
New Jersey.  Net revenues for the latest 12-month period ended
Mar. 31, 2007 were $911 million.


PINNACLE ENTERTAINMENT: S&P Rates Proposed $350MM Notes at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Pinnacle Entertainment Inc.'s proposed $350 million senior
subordinated notes due 2015.  The notes are offered to qualified
institutional buyers pursuant to Rule 144A, and are rated two
notches below the 'B+' corporate credit rating on Pinnacle due to
their subordinated position in the capital structure.  Proceeds
are expected to be used to repay balances on outstanding term
loans under Pinnacle's credit agreement, for general corporate
purposes, and to provide a portion of the funds needed for the
company's various capital projects.  Pinnacle expects to amend its
credit facility to re-borrow additional senior term loans at a
later date when additional funds are required.

The corporate credit rating on Pinnacle Entertainment is B+, and
the rating outlook is stable.  The 'B+' rating reflects the
company's relatively small portfolio of casino properties, some of
which are considered second tier and do not hold leadership
positions in their operating markets.  However, Pinnacle's ongoing
and proposed development projects are gradually improving the
portfolio.  The company also lacks, to some degree, a strong brand
identity within the gaming sector, as its portfolio is largely a
collection of individual assets.  Still, recent operating results
have been good, credit measures have improved, and overall
liquidity is expected to remain adequate to fund the company's
planned growth initiatives over the intermediate term.


Ratings List

Pinnacle Entertainment Inc.

Corporate Credit Rating           B+/Stable/--


New Rating

Pinnacle Entertainment Inc.

$350M Sr Sub Nts Due 2015         B-


PLAYTEX PRODUCTS: Moody's Cuts Rating on $150 Million Notes to Ba3
------------------------------------------------------------------
Moody's Investors Service affirmed B2 corporate family rating, Ba3
senior secured notes rating and Caa1 senior subordinated notes of
Playtex Products Inc.'s.

Moody's also downgraded the company's $150 million upsized senior
secured asset based revolving credit facility to Ba3 from Ba2.
The rating action is a result of the higher proportion of secured
debt in the company's capital structure to accommodate its
recently closed acquisition of Hawaiian Tropic for $108 million,
including $25 million in working capital.  Moody's notes that
while leverage increases modestly due to the acquisition, there
has been no fundamental change in Playtex's overall credit
profile.  In accordance with Moody's Loss Given Default
Methodology, a Ba3 rating for the secured revolving credit
facility is appropriate.  The outlook is positive.

Ratings downgraded include:

   -- $150 million senior secured revolving credit facility due
      2010, to Ba3 (LGD 2, 23%) from Ba2 (LGD 2, 19%);

Ratings affirmed include:

   -- Corporate family rating of B2;

   -- Probability of default rating of B2;

   -- $290 million senior secured notes due 2011 of Ba3 (LGD 3,
      30%);

   -- $289 million 9.375% senior subordinated notes due 2011 of
      Caa1 (LGD 5, 83%).

PYX's corporate family rating and positive rating continue to be
supported by its strong brand recognition, leading market share
positions in all of its product categories, leading product
innovation, and organic growth opportunities in several geographic
markets.  Moody's views the acquisition of Hawaiian Tropic as an
important portfolio addition to the company's strong growing skin
care line, including its valuable Banana Boat franchise.  While
proforma Debt to EBITDA increases to approximately 5.4 times from
4.9 times at March 31, 2007, Moody's recognizes the strategic
value of the acquisition as well as the significant improvements
in the PYX's operating performance over the last several years,
its continued focus on core brands and categories, and the
meaningful reduction in leverage and improved financial
flexibility.  Moody's anticipates that the company will easily
integrate its acquisition of Hawaiian Tropic and achieve its
expected cost synergies by 2008.  The positive outlook for PYX
reflects Moody's view that despite the company's appetite for
acquisitions, its rating could over the intermediate term be
upgraded given its strong profitability and cash flow.

Playtex Products, Inc., with executive offices in Westport,
Connecticut, is a leading marketer, manufacturer and distributor
of a diversified portfolio of consumer and personal products
including infant care, feminine care, and skin care items.  Total
proforma revenues (including sales from Hawaiian Tropic) for the
last 12 months ended March 31, 2007 were approximately
$750 million.


PROTECTION ONE: March 31 Balance Sheet Upside-Down by $85.1 Mil.
----------------------------------------------------------------
Protection One Inc.'s balance sheet at March 31, 2007, total
assets of $441.2 million, total liabilities of $526.3 million, and
total stockholders' deficit of $85.1 million.

As of March 31, 2007, the company had strained liquidity with
total current assets of $64.8 million and total current
liabilities of $66.1 million.

The company's total debt and capital leases outstanding, excluding
debt discounts, as of March 31, 2007, was $410.5 million, as
compared with $410.8 million as of Dec. 31, 2006.  The company had
$297 million outstanding under its senior secured credit facility
as of March 31, 2007.

The company's cash and equivalents as of March 31, 2007 were
$25.9 million compared to $24.6 million at Dec. 31, 2006.

The company had 18,239,953 weighted average number of shares
outstanding in the first quarter of 2007 compared to 18,212,887 in
the first quarter of 2006.

                     First Quarter 2007 Results

The merger with IASG was consummated on April 2, 2007, thus the
company's first quarter 2007 results reflect the performance of
Protection One before the merger and exclude IASG's results.

The company recorded total revenue of $68.7 million in the first
quarter of 2007, an increase of 3% over the $66.7 million reported
for the first quarter of 2006.   Net loss in the first quarter of
2007 was $5.3 million, as compared to a net loss of $2.5 million
in the same period last year.

Richard Ginsburg, Protection One's president and chief executive
officer, commented, "As we headed into our April 2, 2007 merger
with IASG, our Protection One Monitoring reporting unit was
delivering faster retail growth and lower attrition.  Retail RMR
grew at an annualized rate of 2.9% in the first quarter of 2007
compared to a 1.2% rate during all of 2006.  Net growth of retail
RMR was aided by our third consecutive quarter of declining retail
RMR cancels."

                       About Protection One

Headquartered in Wichita, Kansas, Protection One Inc. (NasdaqGM:
PONE) -- http://www.ProtectionOne.com/-- provides security
monitoring services in the United States.  Including its Network
Multifamily subsidiary, a leading security provider to the
multifamily housing market, Protection One provides monitoring and
related security services to about one million residential and
commercial customers.


PTA RIVERHOUSE: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: PTA Riverhouse, LLC
        222 Weller Street
        Petaluma, CA 94952

Bankruptcy Case No.: 07-10626

Chapter 11 Petition Date: May 29, 2007

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David N. Chandler, Esq.
                  David N. Chandler, P.C.
                  1747 4th Street
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Largest Unsecured Creditor:

   Entity                           Claim Amount
   ------                           ------------
Samantha Xiong                          $935,000
1112 Gumwood Lane
Petaluma, CA 94954-4331


QWEST COMMS: Subsidiary Completes $500 Million Notes Offering
-------------------------------------------------------------
Qwest Corporation, a wholly-owned subsidiary of Qwest
Communications International Inc., completed an offering of
$500 million aggregate principal amount of 6.5% Notes due 2017 in
a private placement conducted pursuant to Rule 144A under the
Securities Act of 1933, as amended.

The notes were issued under an indenture dated Oct. 15, 1999,
between QC and The Bank of New York Trust Company, N.A., as
successor in interest to Bank One Trust Company, N.A.  The
indenture dated Oct. 15, 1999, was supplemented by a first
supplemental indenture dated Aug. 19, 2004, a second supplemental
indenture dated Nov. 23, 2004, a third supplemental indenture
dated June 17, 2005, a fourth supplemental indenture dated Aug. 8,
2006, and a fifth supplemental indenture dated May 16, 2007.  Each
supplemental indenture was between QC and U.S. Bank National
Association.

QC will pay interest on the notes on June 1 and December 1 of each
year, commencing on Dec. 1, 2007, and the notes will mature on
June 1, 2017.  QC has the option to redeem all or a portion of the
notes at any time at the redemption prices specified in the fifth
supplemental indenture.  The notes are unsecured obligations of QC
and rank equally in right of payment with all other unsecured and
unsubordinated indebtedness of QC.

The holders of the notes are entitled to the benefits of a
registration rights agreement dated May 16, 2007, by and between
QC and the initial purchasers listed therein.  Under the
registration rights agreement, QC has agreed to file an exchange
offer registration statement with the Securities and Exchange
Commission with respect to an offer to exchange the notes for a
new issue of substantially identical notes registered under the
Securities Act.  The company has also agreed to declare the
registration agreement prior to March 26, 2008, and to complete
the exchange offer within 45 days after the earlier of
effectiveness and March 26, 2008.

QC also may be required to file a shelf registration statement to
cover resales of the notes under certain circumstances.  If QC
fails to satisfy certain of its obligations under the registration
rights agreement, it will be required to pay additional interest
on the notes.

                     About Qwest Communications

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- provides voice, data, and
video services for businesses, government agencies and consumers
-- locally and throughout the United States.

                           *     *     *

As of March 31, 2007, the company had total stockholders' deficit
of $1.5 million, from total assets of $20.7 million and total
liabilities of $22.2 million.


RADIATION THERAPY: Agrees to Buy Treatment Center for $18.6MM
-------------------------------------------------------------
Radiation Therapy Services Inc. has signed an agreement to acquire
a radiation therapy treatment center in Salisbury, Maryland for
approximately $18.6 million, inclusive of $2.5 million of assumed
debt.  The acquisition is anticipated to be completed July 2,
2007.

This freestanding facility currently treats approximately 30
patients per day with a single linear accelerator.  The facility
currently has intensity modulated radiation therapy and image
guided radiation therapy programs.  Total annual global revenues
at the Salisbury facility are approximately $6.5 million.  The
acquisition will be financed by the company's existing revolving
credit facility.

"The company is excited by this opportunity to expand its presence
in the Delmarva Peninsula and to convert a hospital-based practice
to a freestanding facility consistent with its strategy for market
penetration," Dr. Daniel Dosoretz, president and chief executive
officer, said.  "This facility enjoys physician practice with IMRT
utilization, providing the opportunity for continued growth in
this important market.  Further, the company has replaced the
existing management agreement with Peninsula Regional Medical
Center with this acquisition which will allow the company to bill
global revenue."

Headquartered in Fort Myers, Florida, Radiation Therapy Services
Inc. (Nasdaq: RTSX) -- http://www.rtsx.com/-- operates radiation
treatment centers under the name 21st Century Oncology.  The
company is a provider of radiation therapy services to cancer
patients.  The company's 80 treatment centers are clustered into
25 local markets in 16 states, including Alabama, Arizona,
California, Delaware, Florida, Kentucky, Maryland, Massachusetts,
Michigan, Nevada, New Jersey, New York, North Carolina,
Pennsylvania, Rhode Island and West Virginia.


                        *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2007,
Moody's Investors Service affirmed the B1 Corporate Family Rating
ratings of Radiation Therapy Services, Inc.


RADNET INC: March 31 Balance Sheet Upside-Down by $49.4 Million
---------------------------------------------------------------
RadNet Inc. recorded total stockholders' deficit of $49,429,000,
from total assets of $ 396,276,000 and total liabilities of
$445,705,000 as of March 31, 2007.

Net loss for the first quarter ended March 31, 2007, was
$4,378,000, as compared with a net loss of $2,943,000 for the
first quarter 2006.

Net revenue for the three months ended March 31, 2007, was
$105,815,000, as compared to $39,650,000 for the three months
ended March 31, 2006.  Net revenue from the acquisition of
Radiologix, effective Nov. 15, 2006, was $64,800,000 for the three
months ended March 31, 2007.  Net revenue excluding Radiologix
increased $1,400,000 for the three months ended March 31, 2007
when compared to the same period last year.  This increase is net
of the effects of reimbursement reductions experienced as a result
of the DRA which became effective in January 2007.

Cash decreased during the three months ended March 31, 2007 to
$1,175,000 from $3,221,000 at Dec. 31, 2006.  Accumulated deficit
stood at $196,665,000 at March 31, 2007, as compared with
$192,287,000 at Dec. 31, 2006.

On Nov. 15, 2006, the company entered into a $405,000,000 senior
secured credit facility with GE Commercial Finance Healthcare
Financial Services.  This facility was used to finance its
acquisition of Radiologix, refinance existing indebtedness, pay
transaction costs and expenses relating to our acquisition of
Radiologix, and to provide financing for working capital needs
post-acquisition.  The facility consists of a revolving credit
facility of up to $45,000,000, a $225,000,000 term loan and
$135,000,000 second lien term loan.  The revolving credit facility
has a term of five years, the term loan has a term of six years
and the second lien term loan has a term of six and one-half
years.

                       About RadNet Inc.

RadNet Inc.  (NasdaqGM: RDNT) -- http://www.radnet.com/--  
provides diagnostic imaging services through the ownership and
operation of freestanding, outpatient diagnostic imaging centers
in the United States.  Its imaging services primarily include
magnetic resonance imaging or MRI, computed tomography or CT,
positron emission tomography or PET, nuclear medicine,
mammography, ultrasound, diagnostic radiology, or X-ray, and
fluoroscopy.  It also provides its services on a contract basis.


RADNET INC: Moss Adams Refuses Re-election as Company Auditor
-------------------------------------------------------------
Moss Adams LLP, RadNet Inc.'s independent registered public
accounting firm, said it would not stand for re-election as the
company's auditors for the fiscal year ending Dec. 31, 2007.

Moss Adams confirmed via letter that its client-auditor
relationship with RadNet has ceased effective upon the filing of
the Form 10-Q on May 21, 2007.

However, Moss Adams added it would complete its audit on the
company's financial statements for the two-month transition period
ended Dec. 31, 2006, and would review the interim consolidated
financial statements included in the company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2007.

                       About RadNet Inc.

RadNet Inc.  (NasdaqGM: RDNT) -- http://www.radnet.com/--  
provides diagnostic imaging services through the ownership and
operation of freestanding, outpatient diagnostic imaging centers
in the United States.  Its imaging services primarily include
magnetic resonance imaging or MRI, computed tomography or CT,
positron emission tomography or PET, nuclear medicine,
mammography, ultrasound, diagnostic radiology, or X-ray, and
fluoroscopy.  It also provides its services on a contract basis.


RADNET INC: Inks $11.7 Million Agreement to Buy Borg Imaging
------------------------------------------------------------
RadNet Inc. reported it has signed a definitive agreement to
purchase substantially all of the assets of Borg Imaging Group for
$11.7 million in cash plus the assumption of about $1 million of
debt.  RadNet will finance the acquisition with its available cash
funds and from its $45 million revolving credit facility.  The
acquisition is expected to be completed on or around May 31, 2007.

The transaction is subject to customary closing conditions,
including the successful completion of the definitive agreement to
join the two professional groups, which will together service all
11 RadNet locations.

After combining the Borg centers with RadNet's existing Rochester
area centers, RadNet will have 11 facilities in Rochester.

"This acquisition represents our first acquisition of a multi-
facility operator in one of our core markets since our acquisition
of Radiologix in November of last year.  For the last 25 years,
Borg has been a well recognized, high-quality imaging provider in
the Rochester medical community.  The merger of the Borg and IDE
professional groups creates the clear leader in outpatient
radiology services in this market." said Dr. Howard Berger,
president and chief executive officer of RadNet.

"We previously stated that it is our goal to be the leading
imaging provider in the markets in which we operate. We have also
communicated our belief that regional concentration is an
important component of success in our industry.  This transaction
solidifies our competitive position in a market that we believe
has significant growth opportunities, high quality payors and
excellent radiologist partners with whom we aspire to grow our
business substantially in the future." added Dr. Berger.

                       About Borg Imaging

Founded in 1983, Borg Imaging Group provides outpatient diagnostic
imaging in Rochester.  Borg owns and operates six facilities, five
of which are multimodality, offering a combination of MRI, CT, X-
ray, Mammography, Fluoroscopy and Ultrasound.

                       About RadNet Inc.

RadNet Inc.  (NasdaqGM: RDNT) -- http://www.radnet.com/--  
provides diagnostic imaging services through the ownership and
operation of freestanding, outpatient diagnostic imaging centers
in the United States.  Its imaging services primarily include
magnetic resonance imaging or MRI, computed tomography or CT,
positron emission tomography or PET, nuclear medicine,
mammography, ultrasound, diagnostic radiology, or X-ray, and
fluoroscopy.  It also provides its services on a contract basis.


RAM ENERGY: March 31 Balance Sheet Upside-Down by $2.2 Million
--------------------------------------------------------------
RAM Energy Resources Inc. reported total assets of $183.7 million,
total liabilities of $185.9 million, and total stockholders'
deficit of $2.2 million as of March 31, 2007.

Revenues and other operating income decreased by $4.2 million, or
23%, to $14.3 million for the quarter ended March 31, 2007,
compared to the quarter ended March 31, 2006.

Net loss was $580,000 for the quarter ended March 31, 2007,
compared to a net income of $2.8 million for the quarter ended
March 31, 2006.  The decrease in our net income for the first
quarter of 2007 resulted from decreased oil and natural gas sales
and losses from derivatives.

As of March 31, 2007, the company had cash and cash equivalents of
$29.3 million and $37 million was available under our revolving
credit facility.

As of March 31, 2007, the company had $131.9 million of debts
outstanding, including $103 million under its credit facility,
$28.4 million principal amount, $28.3 million net of the original
issue discount, of debts evidenced by RAM Energy's 11-1/2% senior
notes due 2008, and $600,000 in other debts.

Capital expenditures totaled $4.5 million, of which about
$3 million was allocated to lower risk development activities and
$1.5 million was allocated to exploration activities.

                          About RAM Energy

RAM Energy Resources Inc. (NasdaqCM: RAME) --
http://www.ramenergy.com/-- is an independent oil and gas company
engaged in the acquisition, development, exploitation, exploration
and production of oil and natural gas properties.  It owns
properties located in Texas, Louisiana, Oklahoma, Mississippi, New
Mexico, Wyoming and Arkansas, together with a small interest in an
undeveloped acreage block located offshore California.


RAM ENERGY: Subsidiary Buys Layton Enterprises' Oil and Gas Leases
------------------------------------------------------------------
RAM Energy, Inc., a wholly owned subsidiary of RAM Energy
Resources, Inc., completed the purchase of oil and gas leases in
the Permian Basin area of Southeast New Mexico and West Texas on
which are located 120 wells.  The seller is Layton Enterprises,
Inc., a privately owned company located in Lubbock, Texas.  RAM
Energy acquired a 100% working interest in all of the leases and
is now the operator of all of the leases.

The purchase price for the acquired leases was $18.5 million,
subject to customary closing adjustments.  Daily net production
from the acquired wells totaled 232 barrels of oil per day and 290
Mcf of natural gas per day during the month of January 2007.  Net
cash flow from the acquired wells for the 12 months ended December
2006 totaled $4.1 million.

                          About RAM Energy

RAM Energy Resources Inc. (NasdaqCM: RAME) --
http://www.ramenergy.com/-- is an independent oil and gas company
engaged in the acquisition, development, exploitation, exploration
and production of oil and natural gas properties.  It owns
properties located in Texas, Louisiana, Oklahoma, Mississippi, New
Mexico, Wyoming and Arkansas, together with a small interest in an
undeveloped acreage block located offshore California.


REGAL ENT: March 29 Balance Sheet Upside-Down by $131.6 Million
---------------------------------------------------------------
Regal Entertainment Group had $3.1 billion total assets,
$3.2 billion total liabilities, and $131.6 million as of March 29,
2007.

The company's total revenue for the quarter ended March 29, 2007,
was $625 million, consisting of $426.7 million of admissions
revenues, $168.3 million from concessions revenues and $30 million
of other operating revenues, and represented a 6.8% increase over
total revenues of $585.1 million for the quarter ended March 30,
2006.

Net income for the first quarter 2007 was $229.1 million, as
compared with a net income for the first quarter 2006 of
$11.2 million.

The increase in net income for the first quarter 2007 period was
primarily attributable to an approximate $209 million gain, net of
related tax effects, recorded in the first quarter 2007 period
resulting from transactions completed in connection with the IPO
of NCM Inc.

                  Liquidity and Capital Resources

The company's balance sheet at March 29, 2007, showed strained
liquidity with total current assets of $856.7 million and total
current liabilities of $987.9 million.

Cash and cash equivalents were $807.7 million at March 29, 2007,
as compared with $162.2 million at Dec. 28, 2006.

As of March 29, 2007, the company had about $1,695.7 million
aggregate principal amount outstanding under the Term Facility,
$123.7 million aggregate principal amount outstanding under
Convertible Senior Notes and $51.5 million aggregate principal
amount outstanding under the Regal Cinemas 938% Senior
Subordinated Notes.

As of March 29, 2007, the company had about $800,000 outstanding
in letters of credit, leaving about $99.2 million available for
drawing under the Revolving Facility.

                    First Quarter 2007 Updates

Total cash dividends distributed to the company's stockholders
during the first quarter 2007 Period totaled about $45.3 million.
On March 5, 2007, Regal declared an extraordinary cash dividend of
$2.00 per share on each outstanding share of its Class A and Class
B common stock, including outstanding restricted stock.
Stockholders of record at the close of business on March 28, 2007,
were paid this $302 million dividend on April 13, 2007.

The company opened one new theatre with 15 screens, added one
screen through expansion of an existing theatre and closed 11
underperforming theatres with 79 screens, ending the first quarter
of 2007 with 529 theaters and 6,340 screens.

                          NCM Inc. IPO

On Feb. 13, 2007, NCM Inc., a newly formed entity that serves as
the sole manager of National CineMedia, completed an IPO of its
common stock. NCM Inc. sold 38 million shares of its common stock
for $21 per share in the IPO, less underwriting discounts and
expenses.

NCM Inc. used a portion of the net proceeds from the IPO to
acquire newly issued common units from National CineMedia.  In
turn, National CineMedia paid the net proceeds to each of Regal,
AMC and Cinemark in exchange for modifying payment obligations for
access to their respective theatres, for which Regal received a
payment of about $281 million.

Upon the closing of the IPO, National CineMedia entered into a
$725 million term loan facility, the net proceeds of which were
used to redeem preferred units issued to each of Regal, AMC and
Cinemark on a pro rata basis pursuant to a recapitalization of
National CineMedia prior to completion of the IPO.

                      About Regal Entertainment

Regal Entertainment Group (NYSE: RGC) -- http://www.REGmovies.com/
-- is a motion picture exhibitor.  The company's theatre circuit,
comprising Regal Cinemas, United Artists Theatres and Edwards
Theatres, operates 6,403 screens in 539 locations in 39 states and
the District of Columbia.  Regal operates about 18% of all indoor
screens in the United States including theatres in 43 of the top
50 U.S. markets and growing suburban areas.

Regal and AMC Entertainment Inc. combined the operations of RCM
and AMC's subsidiary, National Cinema Network Inc., into a new
joint venture company known as National CineMedia LLC.


RITE AID: Expects to Close Brooks Eckerd Acquisition Today
----------------------------------------------------------
Rite Aid Corporation expects to close its acquisition of the
Brooks and Eckerd drugstore chains as early as June 4, 2007,
pending final regulatory approval by the Federal Trade Commission
and satisfaction of customary closing conditions.

The acquisition includes approximately 1,850 Brooks and Eckerd
stores and six distribution centers, primarily located on the East
Coast and in the Mid-Atlantic states.

Rite Aid had reached agreement with the FTC staff to divest 24
stores.  The agreement with the staff is subject to approval by
the FTC Commissioners, which Rite Aid expects to obtain.  While
Rite Aid previously announced it expected to close the transaction
by June 1, the company said completing the process is taking
longer than the company anticipated.

With the acquisition, the company claims that it will be the
largest drugstore chain on the East Coast and with more than 5,000
stores achieve scale similar to its major drugstore competitors.

                        About Rite Aid

Rite Aid Corporation (NYSE:RAD) -- http://www.riteaid.com/-- is
one of the United States' leading drugstore chains with annual
revenues of approximately $17.5 billion and more than 3,330 stores
in 27 states and the District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on May 17, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'1' recovery rating to Rite Aid Corp's $1.105 billion senior
secured tranche 2 term loan facility.  The '1' recovery rating
indicating the high expectation for full recovery of principal in
the event of a payment default.  Concurrently, Standard & Poor's
raised the ratings on the three existing second-lien notes to 'B+'
from 'B' and assigned a '1' recovery rating, indicating the high
expectation for full recovery of principal in the event of a
default.  The secured notes ratings have been removed from
CreditWatch with developing implications.  At the same time,
Standard & Poor's affirmed all other ratings, including the 'B'
corporate credit rating.  The outlook is stable.


RIVIERA HOLDINGS: Appoints Mark Lefever as Black Hawk's President
-----------------------------------------------------------------
Riviera Holdings Corporation appointed Mr. Mark Lefever as
President of Riviera Black Hawk.

Mr. Lefever, 42, who joined the company in May 2006 as executive
vice president, chief financial officer and treasurer, will assume
the Riviera Black Hawk position in addition to his current duties
for Riviera Holdings.

William L. Westerman, chief executive officer and chairman of the
Board of Riviera Holdings, said, "Mark has done an outstanding job
for Riviera since joining us a year ago.  His extensive and
outstanding service in the gaming industry has been a great
complement to our management team.  He has gained considerable
knowledge and appreciation for the Black Hawk market.  We are
excited to have Mark work with Pete Savage and his team in Black
Hawk to maintain the growth momentum and outstanding financial
performance that Riviera Black Hawk continues to achieve."

"With the recent retention of Jefferies as our financial advisor,
it is paramount that I turn a great deal of my attention to the
ongoing strategic process of evaluating all alternatives for
maximizing shareholder value," Mr. Westerman said.

                     About Riviera Holdings

Headquartered in Las Vegas, Riviera Holdings Corporation (Amex:
RIV) -- http://www.rivierahotel.com/-- owns and operates the
Riviera Hotel and Casino on the Las Vegas Strip and the Riviera
Black Hawk Casino in Black Hawk, Colorado.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Moody's Investors Service affirmed Riviera's B2 corporate family
rating and assigned ratings to several bank facilities, subject to
final documentation, that will be used to refinance Riviera's
$215 million, 11% senior secured notes. The rating outlook is
negative.

At the same time, Standard & Poor's Ratings Services assigned its
loan and recovery ratings to Riviera Holding Corp.'s planned
$245 million senior secured credit facility. The loan is rated
'B+', with a recovery rating of '1', indicating a high expectation
for full recovery of principal in the event of a payment default.
Proceeds from the proposed bank facility will primarily be used to
refinance existing debt.


RIVIERA HOLDINGS: Evaluating Riv Acquisition's Buy Out Offer
------------------------------------------------------------
Riviera Holdings Corporation is currently evaluating Riv
Acquisition Investor Group's purchase proposal with its financial
advisor, Jefferies & Company, Inc., and other advisors.

The proposal, submitted on May 16, 2007, aims to acquire all of
the issued and outstanding stock of the company at a price of
$34 per share in cash.

William L. Westerman, chairman of the Board, stated, "The company
is firmly committed to a fair process that will maximize value for
all of our stockholders, and we will evaluate and consider Riv
Acquisition's new proposal with our advisors during our strategic
and financial review process, together with any other proposals
received."

The company has not set a definitive timetable for completion of
its evaluation and there can be no assurances that the evaluation
process will result in any transaction.  The company does not
intend to disclose developments regarding its evaluation of
strategic and financial alternatives until the Board of Directors
approves a definitive transaction.

                      About Riviera Holdings

Headquartered in Las Vegas, Riviera Holdings Corporation (Amex:
RIV) -- http://www.rivierahotel.com/-- owns and operates the
Riviera Hotel and Casino on the Las Vegas Strip and the Riviera
Black Hawk Casino in Black Hawk, Colorado.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Moody's Investors Service affirmed Riviera's B2 corporate family
rating and assigned ratings to several bank facilities, subject to
final documentation, that will be used to refinance Riviera's
$215 million, 11% senior secured notes.  The rating outlook is
negative.

At the same time, Standard & Poor's Ratings Services assigned its
loan and recovery ratings to Riviera Holding Corp.'s planned
$245 million senior secured credit facility.  The loan is rated
'B+', with a recovery rating of '1', indicating a high expectation
for full recovery of principal in the event of a payment default.
Proceeds from the proposed bank facility will primarily be used to
refinance existing debt.


ROCK CREEK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Rock Creek International School
        1550 Foxhall Road, Northwest
        Washington, DC 20007

Bankruptcy Case No.: 07-00272

Type of Business: The Debtor is a not-for-profit corporation that
                  operates an independent school which currently
                  has 194 students enrolled in its dual-language
                  immersion program in grades pre-K through eight.
                  The Debtor opened its doors seventeen years ago
                  and is the first school in the U.S. to have a
                  non-religious Arabic language program.  The
                  school also teaches Spanish and French.  See
                  http://www.rcis.org/

Chapter 11 Petition Date: May 25, 2007

Court: District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Bradford F. Englander, Esq.
                  Linowes and Blocher LLP
                  7200 Wisconsin Avenue, Suite 800
                  Bethesda, MD 20814
                  Tel: (301) 654-0504

Estimated Assets: $1,429,619

Estimated Debts:  $1,525,615

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
J. Daniel Hollinger           Employment              $1,038,653
2451 Tunlaw Road
Washington, DC 20008

Betty Murray                  Discrimination            $100,000
4633 6th Street, S.E.
Washington, DC 20032

Whipple Hill                  Trade                      $63,160
436 South River Road
Bedford, NH 03110

Putting It Into Practice      Trade                      $56,000
Mjjnamerenweg 24A
Kedelstaart 1433AS
The Netherlands

Carole Al-Kahouaji            Employment                 $33,336
1211 Potomac School Road
Mc Lean, VA 22101

DC Public Schools             Lease                      $12,401

The Fund for American         Rent                       $10,000
Studies

Carefirst BC/BS               Health insurance            $9,534

Hartford Insurance                                        $7,674

Apple Computer                Equipment lease             $7,153

Maudet, Alejandra             Wages                       $6,250

Underwood, Kimberly           Wages                       $6,019

Fedder, Scott                 Wages                       $5,902

Linn, Kurt                    Wages                       $5,796

Gautier, Josette              Wages                       $5,690

Massey, Monica                Wages                       $5,105

El Ayoubi, Amine              Wages                       $5,008

Mott-Hamez, Annyck            Wages                       $5,008

Cahill, Justin                Wages                       $5,000

Mazhar, Sameera               Wages                       $4,958


ROCKWALL CDO: Moody's Rates $26 Million Class B-2L Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by Rockwall CDO II Ltd.:

   (1) Aaa to the $635,000,000 Class A-1LA Floating Rate
       Extendable Notes Due 2024;

   (2) Aaa to the $115,000,000 Class A-1LB Floating Rate
       Extendable Notes Due 2024;

   (3) Aa2 to the $76,000,000 Class A-2L Floating Rate
       Extendable Notes Due 2024;

   (4) A2 to the $48,000,000 Class A-3L Floating Rate
       Extendable Notes Due 2024;

   (5) Baa2 to the $36,000,000 Class B-1L Floating Rate
       Extendable Notes Due 2024;

   (6) Ba2 to the $26,000,000 Class B-2L Floating Rate
       Extendable Notes Due 2024; and

   (7) Baa2 to the $10,000,000 Combination Notes due August
       2024.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of commercial loans and
collateralized loan obligations due to defaults, the transaction's
legal structure and the characteristics of the underlying assets.

Highland Capital Management, L.P. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


SEALY CORPORATION: Feb. 25 Balance Upside-Down by $153.8 Million
----------------------------------------------------------------
Sealy Corporation's balance sheet as of Feb. 25, 2007, showed
total assets of $1 billion, total liabilities of $1.2 billion, and
total stockholders' deficit of $153.8 million.

Net sales for the fiscal quarter ended Feb. 25, 2007, increased
4.3% to $412.6 million from $395.7 million for the comparable
period a year earlier on unit volume growth of 12.2%.  Partially
offsetting this increase was a 7.1% decrease in average unit
selling price.  International net sales increased $14.7 million or
18.1% to $95.9 million.  This translates to a 14.8% increase
excluding the effects of currency fluctuation. The increase
internationally represents a 33.2% increase in unit volume,
partially offset by a decrease in AUSP primarily due to strategic
pricing actions in Canada and increased sales of lower priced OEM
products in Europe.

Net income for the first quarter increased 7.2% to $24.6 million,
versus $23 million for the comparable period a year ago.

As of Feb. 25, 2007, Sealy's cash and cash equivalent balance was
$31.8 million versus $13.8 million as of Feb. 26, 2006.  The
company's debt net of cash was $803 million at Feb. 25, 2007,
compared to net debt of $958.2 million at the same time in the
prior year.

The company has incurred substantial debt, including senior credit
facilities consisting of a $125 million senior secured revolving
credit facility maturing in 2010 and senior secured term loan
facilities maturing in August 2011 and August 2012 with an
outstanding balance of $415 million at Feb. 25, 2007.  The company
also has an outstanding principal balance of $342 million at
Feb. 25, 2007, on the 2014 Notes.

Capital expenditures totaled $12.9 million for the three months
ended Feb. 25, 2007.  The company expects total 2007 capital
expenditures to be about $40 million.  However, the company
believes it has sufficient liquidity to absorb such expenditures
related to new products and that these expenses will not have a
significant adverse impact on its operating cash flow.

"As we anticipated and communicated over the past few quarters,
the momentum in domestic volume that has been building continued
during the first quarter as unit growth turned positive, due
primarily to strength in our promotional and specialty product
lines," said David J. McIlquham, Sealy's chairman and chief
executive officer.  "We are also pleased with the ongoing superior
performance in our international markets as we build demand for
our brands around the world.  We are enthusiastic about the
arrival onto our customers' floors, beginning this quarter, of the
innovative products which we introduced in January at the Las
Vegas Furniture Market.  This, combined with the start-up of our
new domestic latex facility, the further integration of the new
North American management team, and the expansion of our "lean"
manufacturing program, should allow Sealy to continue to grow its
market share and cash flow."

                           About Sealy

Sealy Corporation (NYSE: ZZ) -- http://www.sealy.com/--  
manufactures and markets a line of bedding products in the United
States and internationally.  It offers mattresses and mattress
foundations.  The company's innerspring bedding products are sold
under Sealy, Sealy Posturepedic, Stearns & Foster, and Bassett
brand names.  Sealy also manufactures and markets visco-elastic
and latex bedding products under the TrueForm, SpringFree, Stearns
& Foster, Reflexions, Carrington Chase, MirrorForm, and Pirelli
brands.

                          *      *      *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Moody's Investors Service affirmed the Ba3 corporate family rating
and B2 subordinated notes rating of Sealy Mattress Company and
rated the amended senior secured credit facility Ba1.  The outlook
remains stable.


SIPEX CORP: March 31 Balance Sheet Upside-Down by $12.4 Million
---------------------------------------------------------------
Sipex Corporation reported total assets of $53.3 million, total
liabilities of $65.7 million, and total stockholders' deficit of
$12.4 million as of March 31, 2007.

Net loss for the first quarter ended March 31, 2007, was
$6.3 million, as compared with a net loss for the first quarter
ended April 1, 2006, of $13.8 million.

Net sales decreased by 5.6% to $16.9 million for the quarter ended
March 31, 2007, as compared to $17.9 million for the quarter ended
April 1, 2006.  The decrease in net sales was primarily due to a
$1.1 million decrease in net sales for the optical storage product
family and a $800,000 decrease in net sales for the interface
product family, partially offset by a $800,000 increase in net
sales for the power management product family.

As of March 31, 2007, the company had cash, cash equivalents and
short-term investments, of $8.5 million as compared to
$15.4 million at Dec. 30, 2006.  The decrease of $6.9 million was
principally due to the company's net cash outflows from operations
of $6.8 million as well as its cash payments for capital
expenditures of $900,000.  Accumulated deficit at March 3, 2007
stood at $249.4 million.

                         Early 2007 Updates

In May 2007, the company said it entered into a definitive merger
agreement with Exar Corporation to combine the two companies.
Under the terms of the agreement, Sipex stockholders will receive
0.6679 of a share of Exar for each share of Sipex.  Exar
stockholders will own about 67.6% and Sipex stockholders will own
about 32.4% of Exar after completion of the transaction.

In April 2007, the company said it received notification that its
common stock was approved for listing on the Nasdaq Capital Market
Exchange.  Sipex common stock began trading under the symbol
"SIPX" on April 11, 2007.

In February 2007, the company said it filed an amendment to its
certificate of incorporation to affect a previously approved
reverse stock split on a one-for-two basis.  The reverse stock
split took effect on Friday, Feb. 23, 2007.

                    About Sipex Corporation

Sipex Corporation (NasdaqCM: SIPX) -- http://www.sipex.com/--  
engages in the design, manufacture, and marketing of analog
integrated circuits (ICs).  It offers power management products,
including white LED drivers, DC/DC regulators, and controllers to
regulate, control, monitor, or provide the reference voltage for a
system or portion of a system.  The company also provides
interface products that facilitate the transfer of digital signals
between or within electronic systems.


SNV PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: SNV Properties LLC
        3350 North Oracle Road
        Tucson, AZ 85705

Bankruptcy Case No.: 07-00930

Chapter 11 Petition Date: May 31, 2007

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Bruce D. Bridegroom, Esq.
                  Bridegroom & Hayes
                  1656 North Columbus Boulevard
                  Tucson, AZ 85712
                  Tel: (520) 792-0600
                  Fax: (520) 323-6474

Total Assets: $1,280,000

Total Debts:    $635,000

The Debtor did not file a list of its 20 largest unsecured
creditors.


SOLUTIA INC: Completes Sale of Dequest Business to Thermphos
------------------------------------------------------------
Solutia Inc. on Friday completed the sale of Dequest(r), its water
treatment phosphonates business.

Under the terms of the agreement, Thermphos Trading GmbH has
purchased the assets and assumed certain of the liabilities of the
Dequest business for $67 million in cash, subject to a working
capital adjustment.  The parties have also entered into a lease
and operating agreement under which Solutia will continue to
operate the Dequest production facility for Thermphos at Solutia's
plant in Newport, Wales, U.K.

                    About Thermphos International

Thermphos International -- http://www.thermphos.com/-- produces
and sells phosphorus, phosphoric acid, phosphorus derivates and
phosphates.
Thermphos employs approximately 1,150 people world-wide with
locations in the Netherlands, Germany, Switzerland, France,
England Argentina and China.

                           About Dequest

Dequest -- http://www.dequest.com/-- produces phosphonates, which
are used as additives in water processing across a broad spectrum
of markets, including industrial water treatment, household and
industrial detergents, industrial cleaners, enhanced oil recovery
operations, and various industrial processes such as desalination
and pulp production.  In 2006, sales for the Dequest business
accounted for less than 4% of the total sales of Solutia Inc.

                       About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on

Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  The
Debtors' exclusive period to file a plan expires on July 30, 2007.


SPANISH BROADCASTING: S&P Cuts Rating on $350MM Facilities to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its bank loan rating
and revised its recovery rating on the $350 million senior secured
credit facilities of Spanish Broadcasting System Inc. (SBS; B-
/Stable/--).

The bank loan rating was lowered to 'B-', the same as the
corporate credit rating on SBS, from 'B', while the recovery
rating was revised to '3' from '1'.  The '3' recovery rating
indicates the expectation of meaningful recovery in the event of a
payment default.  The credit facilities consist of a $325 million
term loan and a $25 million revolving credit facility.

"Although the company prepaid its second-lien term loan in early
2006 without an increase in first-lien debt, the company has seen
a significant decline in EBITDA over the past two years," said
Standard & Poor's credit analyst Michael Altberg.  "We based this
rating action on that and expected further declines over the
intermediate term, based on continuing losses at Mega TV and a
challenging radio environment."

On a trailing 12-month basis, EBITDA has declined more than 25%
since S&P originally assigned bank loan and recovery ratings in
May 2005, contributing to a significantly lower enterprise value
under our default analysis than that previously used.

The facilities are secured by a perfected first-lien interest in
the assets of the company and subsidiary stock, including, most
importantly, the capital stock of the subsidiaries that hold the
broadcasting licenses.  Although broadcast licenses cannot be used
as collateral, Standard & Poor's views the pledge of the stock of
the license-holding subsidiaries as having considerable worth
based on FCC license scarcity and strict limitations on the
liabilities of these entities.

S&P expect that borrowing availability under the revolving credit
facility will be unrestricted because the company's credit
agreement does not include maintenance financial covenants other
than a 7x debt incurrence test on any new financing.  The
company's revolving credit facility matures in 2010, the term loan
in 2012.

Ratings List

Spanish Broadcasting System Inc.

Corporate Credit Rating             B-/Stable/--

Ratings Lowered

Spanish Broadcasting System Inc.

                                     To               From
                                     --               ----
Senior Secured                       B-               B
  Recovery Rating                    3                1


STRUCTURED ASSET: DBRS Places BB Ratings on 2 Class Certificates
----------------------------------------------------------------
Dominion Bond Rating Service has assigned these ratings to the
Mortgage Pass-Through Certificates, Series 2007-BC3 issued by
Structured Asset Securities Corporation Mortgage Loan Trust 2007-
BC3:

   * $210.3 million Class 1-A1 rated at AAA
   * $35.9 million Class 1-A2 rated at AAA
   * $76.8 million Class 1-A3 rated at AAA
   * $29.1 million Class 1-A4 rated at AAA
   * $175.8 million Class 2-A1 rated at AAA

   * $30 million Class 2-A2 rated at AAA
   * $64.3 million Class 2-A3 rated at AAA
   * $24.5 million Class 2-A4 rated at AAA
   * $22 million Class 1-M1 rated at AA (high)
   * $18.4 million Class 2-M1 rated at AA (high)

   * $14.3 million Class 1-M2 rated at AA
   * $12 million Class 2-M2 rated at AA
   * $8.1 million Class 1-M3 rated at AA (low)
   * $6.8 million Class 2-M3 rated at AA (low)
   * $7.6 million Class 1-M4 rated at A (high)

   * $6.4 million Class 2-M4 rated at A (high)
   * $7.4 million Class 1-M5 rated at A
   * $6.2 million Class 2-M5 rated at A
   * $7 million Class M6 rated at A (low)
   * $9.5 million Class M7 rated at BBB (high)

   * $6.6 million Class M8 rated at BBB
   * $9.5 million Class M9 rated at BBB (low)
   * $11.5 million Class B1 rated at BB (high)
   * $8.6 million Class B2 rated at BB

The AAA ratings on the Class A certificates reflect 21.45% of
credit enhancement provided by the subordinate classes, initial
overcollateralization and monthly excess spread.  The AA (high)
rating on Class 1-M1 and 2-M1 reflects 16.55% of credit
enhancement.  The AA rating on Class 1-M2 and 2-M2 reflects 13.35%
of credit enhancement.  The AA (low) rating on Class 1-M3 and 2-M3
reflects 11.55% of credit enhancement.  The A (high) rating on
Class 1-M4 and 2-M4 reflects 9.85% of credit enhancement.  The A
rating on Class 1-M5 and 2-M5 reflects 8.20% of credit
enhancement.  The A (low) rating on Class M6 reflects 7.35% of
credit enhancement.  The BBB (high) rating on Class M7 reflects
6.20% of credit enhancement.  The BBB rating on Class M8 reflects
5.40% of credit enhancement.  The BBB (low) rating on Class M9
reflects 4.25% of credit enhancement.  The BB (high) rating on
Class B1 reflects 2.85% of credit enhancement.  The BB rating on
Class B2 reflects 1.80% of credit enhancement.

The ratings of the certificates also reflect the quality of the
underlying assets and the capabilities of JP Morgan Chase, Select
Portfolio Servicing Inc., Wells Fargo Bank, N.A and Aurora Loan
Services LLC as Servicers; Aurora Loan Services LLC as Master
Servicer, as well as the integrity of the legal structure of the
transaction.  U.S. Bank National Association will act as Trustee.
The trust will enter into an interest rate swap agreement with
Swiss Re Financial Products Corporation.  The trust will pay to
the Swap Provider a fixed payment ranging from 4.97% to 5.44% per
annum and receive a floating payment at LIBOR from the Swap
Provider.  The trust will also enter into an interest rate cap
agreement with Swiss Re Financial Products Corporation, with a
strike rate of 6.50%.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month commencing in
June 2007.  Interest will be paid to the Class A certificates,
followed by interest to the subordinate classes.  Unless paid down
to zero, principal collected will be paid exclusively to the Class
A certificates until the step-down date. After the step-down date,
and provided that certain performance tests have been met,
principal payments may be distributed to the subordinate
certificates.  Additionally, provided that certain performance
tests have been met, the level of overcollateralization may be
allowed to step down to 3.60% of the then-current balance of the
mortgage loans.

The Underlying Trust consists of residential mortgage loans that
were primarily originated by BNC Mortgage LLC, People's Choice
Home Loan, Inc., National City Mortgage Company and Fieldstone
Mortgage Company.  As of the cut-off date, the aggregate principal
balance of the mortgage loans is $823,333,142.  The weighted
average mortgage coupon is 8.108%, the weighted average FICO is
627 and the weighted average original loan-to-value ratio is
80.44%, without taking into consideration the combined loan-to-
value on the piggybacked loans.


SUNNY DELIGHT: Improved Performance Cues S&P's Upgrade to CCC+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Cincinnati, Ohio-based Sunny Delight Beverages Co. to
'CCC+' from 'CCC'.  The outlook is developing.

"The upgrade reflects Sunny Delight's increased financial
flexibility, reduced leverage from its recent refinancing, and
somewhat improved operating performance," said Standard & Poor's
credit analyst Bea Chiem.

However, S&P remain concerned about the company's ability to
stabilize its sales volumes in North America and certain parts of
Europe, to increase sales volume with new-product launches, to
offset rising commodity costs, and to maintain or improve its
operating margins in order to sustain adequate cushion on its
covenants.

Sunny Delight is a global manufacturer and distributor of juice
drinks under the Sunny Delight brand name.  The rating on the
company reflects its soft operating trends, narrow product
portfolio, limited size within the highly competitive and somewhat
fragmented global juice industry, and leveraged financial profile.
The juice drink company is majority owned by financial sponsor
J.W. Childs Associates L.P.


TANGER FACTORY: Articles of Incorporation Amendment Approved
------------------------------------------------------------
Tanger Factory Outlet Centers Inc.'s proposal No. 4 to amend the
company's articles of incorporation was approved by a majority of
the votes cast by the holders of its common shares and a majority
of the votes cast by the Class C Preferred Shares voting as a
class.

The result was disclosed at the company's Annual Meeting of
Shareholders reconvened on May 30, 2007.  The proposal no. 4
related to creating four new classes of preferred shares, each
class having four million shares with a par value of $.01 per
share.

Shareholders had been adjourned in order to give all shareholders
the benefit of additional time to vote.  Due to the non-routine
nature of this proposal, brokers were not allowed to vote on
behalf of their clients.

Headquartered in Greensboro, North Carolina, Tanger Factory Outlet
Centers, Inc. (NYSE: SKT) -- http://www.tangeroutlet.com/-- is an
integrated, self-administered and self-managed publicly traded
REIT.  At Dec. 31, 2006, the company had 30 wholly owned centers
in 21 states totaling 8.4 million square feet of total gross
leasable area, as compared with 31 centers in 22 states totaling
8.3 million square feet of GLA as of Dec. 31, 2005.

                          *     *     *

Tanger Factory Outlet Centers Inc. carries Moody's Ba1 preferred
stock rating.


TOWER RECORDS: Files Joint Disclosure Statement in Delaware
-----------------------------------------------------------
MTS Inc. dba Tower Records and its debtor-affiliates filed with
the United States Bankruptcy Court for District of Delaware a
Joint Disclosure Statement explaining their Joint Chapter 11 Plan
of Liquidation.

                        Treatment of Claims

Under the Plan, Administrative Claims and Other Priority Claims
will be paid in full, in cash, or other treatment as the Debtors
and holders agreed on in writing.

At the Debtors' option, holders of Priority Tax Claims will be
paid, either:

     a. in cash; or

     b. in full, in cash, over time in equal cash installment
        payments on a quarterly basis with interest during a
        period not to exceed five years after the order of relief.

Holders of CIT Claims will receive the treatment as to which the
Debtors and the holders have agreed on in the DIP Financing Order
and DIP Financing Agreement.

Holders of Other Secured and Trade Vendor Claims will received on
or a combination of these:

     a. cash equal to the amount of the claims;

     b. collateral securing the claims; or

     c. other treatment which the Debtors and the holders agreed
        on in writing.

Holders of General Unsecured Claims will receive a pro rata share
of the available assets.

Interest and Securities Subordinated Claims will not receive any
distribution under the Plan.

                       About MTS Incorporated

MTS Incorporated -- http://www.towerrecords.com/-- owns Tower
Records and retails music in the U.S., with nearly 100 company-
owned music, book, and video stores.  The company and its
affiliates filed for chapter 11 protection on Feb. 9, 2004 (Bankr.
D. Del. Lead Case No. 04-10394).

The Debtor and its seven debtor-affiliates filed a second Chapter
11 petition on Aug. 20, 2006 (Bankr. D. N.Y. Case Nos. 06-10886
through 06-10893, Lead Case No. 06-10891).  Mark D. Collins,
Esq. of Richards Layton & Finger represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


TOWN OF MARION: Judge Olack Dismisses Chapter 9 Petition
--------------------------------------------------------
The Neil Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi dismissed the Chapter 9 petition filed by
the Town of Marion, the Associated Press reports.

According to Judge Olack, Marion didn't have authority to file for
bankruptcy, AP relates.

                       Road to Bankruptcy

As previously reported in the Troubled Company Reporter, the
town's filing came within minutes after the City of Meridian froze
Marion's checking account at Citizens National Bank.  The day
before, the town had missed paying a $400,000 sewerage bill.

The Town of Marion in Mississippi filed a chapter 9 petition on
Feb. 6, 2007 (Bankr. S.D. Miss. Case No. 07-50141).  Eileen N.
Shaffer, Esq., in Jackson, Miss. represents the Debtor.  When the
Debtor filed for bankruptcy, it estimated assets and debts between
$1 million to $100 million.


U.S. ENERGY: Emerges from Chapter 11 Bankruptcy Protection
----------------------------------------------------------
U.S. Energy Systems, Inc. said Friday that U.S. Energy Biogas
Corp., the company's U.S.-based renewable energy business, has
successfully completed its reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the Southern District of New York.

As reported in the Troubled Company Reporter on May 25, 2007, the
Court confirmed U.S. Energy Biogas' plan that provides full
payment with interest to creditors.

"USEB is a successful and very attractive business with excellent
growth opportunities, and we are very pleased that it now has a
financial structure that can support its growth and deliver value
to USEY's shareholders," said Asher E. Fogel, Chairman of USEB and
Chief Executive Officer of USEY.  "USEB generates gross profit
margins in excess of 45 percent, and we believe the business has
the opportunity to double its free cash flow over the next 4
years."

The critical achievements of USEB's Chapter 11 reorganization
were:

    * the refinancing of a flawed loan agreement that prevented
      USEB from growing or otherwise benefiting USEY's
      shareholders;

    * the retirement of approximately $65,000,000 of long term
      subsidy repayment obligations with a $5,250,000 payment to
      the Illinois Commerce Commission; and

    * the payment, in full, of valid supplier and creditor
      invoices.

At the time of its Chapter 11 filing, USEB's business was
operationally healthy with attractive growth opportunities, it was
current in its payment of all principal and interest, and no
monetary defaults existed or were alleged by any creditors.

The completion of the reorganization plan and USEB's subsequent
emergence from bankruptcy restrictions will allow USEB to pursue
opportunities available to it in the growing renewable energy
market.

"We also are very appreciative of the cooperation and support we
received from our customers, business partners and creditors
during USEB's reorganization," said Mr. Fogel.  "We are very
pleased that we were able to honor our commitments to them on an
expedited timeframe, and we are confident that USEB's growth will
be mutually rewarding."

Headquartered in Avon, Conn., U.S. Energy Biogas Corp., a
subsidiary of U.S. Energy Systems Corp. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- develops landfill gas projects
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.

The Debtor and 31 of its affiliates filed separate voluntary
chapter 11 petitions on Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos.
06-12827 through 06-12857).  Peter Partee, Esq., and Joseph J.
Saltarelli, Esq., at Hunton & Williams represents the Debtors in
their restructuring efforts.  Dion W. Hayes, Esq., Joseph S.
Sheerin, Esq., and Patrick L. Hayden, Esq., at McGuireWoods LLP,
represent the Official Committee of Unsecured Creditors.  The
Debtors listed total assets of $35,472,663 and total debts of
$90,250,169 in its schedules.


WELLSFORD REAL: Completes $35 Million Reis Merger
-------------------------------------------------
Wellsford Real Properties, Inc. has completed its merger with
Reis, Inc. pursuant to a merger agreement executed on
Oct. 11, 2006.

Earlier today, WRP's stockholders approved the proposal for WRP to
issue approximately 4.2 million shares of its common stock in
connection with its merger with Reis.  Separately, at Reis'
special meeting of stockholders which was also held earlier today,
the Reis stockholders adopted the merger agreement.

Reis stockholders will receive, in the aggregate, approximately
$34,573,452 in cash and 4,237,074 shares of newly issued common
stock of WRP which, for purposes of the merger, has been
established at $8.16 per share, resulting in an implied equity
value for Reis of approximately $90,000,000, including the
approximate 23% of Reis owned by WRP.  Simultaneously with the
consummation of the merger, WRP terminated its previously adopted
plan of liquidation.

The cash portion of the merger consideration was funded by a
$25,000,000 loan extended to Reis by a financial institution.  The
remainder of the merger consideration and transaction costs was
funded with cash from Reis and WRP.  WRP now has approximately
10,770,000 shares of common stock outstanding, will change its
corporate name to Reis, Inc. and will initially retain its
existing ticker symbol on the AMEX, "WRP.  The Reis stockholders
now own approximately 38% of WRP.  WRP estimates that $1.15 of the
$14.00 per share liquidating distribution made on Dec. 14, 2005
will be recharacterized as taxable dividend income.

Lloyd Lynford and Jonathan Garfield, were the chief executive
officer and executive vice president, respectively, of Reis prior
to the merger.  Lloyd Lynford is the brother of Jeffrey Lynford,
the chairman and chief executive officer of WRP.  Lloyd Lynford is
now CEO and President of the combined entity and Jeffrey Lynford
and Jonathan Garfield are now the Chairman and Executive Vice
President of the combined entity, respectively.  These officers
have three year employment agreements.

The Board of Directors is now comprised of ten members, consisting
of the six existing WRP directors, with the addition of Lloyd
Lynford, Jonathan Garfield, M. Christian Mitchell and Michael Del
Guidice.  Mr. Mitchell and Mr. Del Giudice both meet the
appropriate independence standards.

Lloyd Lynford, Reis' CEO, stated, "The merger with WRP,
effectively taking Reis public, represents an important milestone
in the 27 year history of our company and will permit Reis to
offer our clients even more robust services in the coming years.
We are looking forward to accelerating the pace of our product
development, entering into new markets, expanding our property and
portfolio valuation tools as well introducing the next generation
of analytics to assist CMBS and REIT investors make critical
buy/sell and hold decisions.  As a public company, Reis will also
be poised to acquire complementary companies to add market
coverage and depth to Reis's industry-leading databases."

               Impact on WRP's Plan of Liquidation

As reported in the Troubled Company Reporter on May 24, 2007, WRP
stockholders earlier ratified a Plan of Liquidation in November
2005.  The Plan provides for the orderly sale of each of WRP's
remaining assets (which are either owned directly or through
WRP's joint ventures), the collection of all outstanding loans
from third parties, the orderly disposition or completion of
construction of development properties, the discharge of all
outstanding liabilities to third parties and, after the
establishment of appropriate reserves, the distribution of all
remaining cash to stockholders.  The Plan also permitted WRP's
Board of Directors to acquire more Reis shares and/or discontinue
the Plan without further stockholder approval.

If the merger is consummated, the Plan will be abandoned.

                      About Wellsford Real

Based in New York, New York, Wellsford Real Properties,
Inc. (AMEX:WRP) -- http://www.wellsford.com/-- is a real estate
merchant banking that acquired, developed, financed and operated
real properties, constructed for-sale single family home and
condominium developments and organized and invested in private and
public real estate companies.  At Dec. 31, 2005, the company's
remaining primary operating activities are the development,
construction and sale of three residential projects.


WICKES INC: Employs RSM McGladrey as Expert Witness
---------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois gave Wickes Inc. authority to employ RSM McGladrey Inc.
as its expert witness.

The firm is expected to:

     a. perform a detailed analysis of the ordinary business terms
        of the preference defendants' industries;

     b. prepare and provide an expert report regarding the
        ordinary business terms in preference defendants'
        industries; and

     c. prepare for and provide expert testimony at deposition and
        trial on the same.

The firm discloses it professionals billing rates:

     Designation                       Hourly Rate
     -----------                       -----------
     Managing Director and Directors   $350 - $475
     Managers                          $185 - $305
     Consultants                       $185 - $230
     Administrative Staff              $110 - $125

Mitchell A. Hirsh, a director at the firm, assures the Court that
he does not hold any interest adverse to the Debtor's estate and
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Hirsh can be reached at:

     Mitchell A. Hirsh
     RSM McGladrey Inc.
     191 N. Wacker Drive, Suite 1400
     Chicago, IL 60606
     Tel: (312) 782-2124
     http://www.rsmmcgladrey.com/

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers.  Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz, Cooper,
Greenberger & Krauss and Steven J. Christenholz, Esq., David N.
Missner, Esq., and Deborah M. Gutfeld, Esq., at DLA Piper Rudnick
Gray Cary US LLP represent the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP serves as counsel for
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, it listed $155,453,000
in total assets and $168,199,000 in total debts


WINDSTREAM CORP: CT Comms Accepts $585 Million Merger Proposal
--------------------------------------------------------------
Windstream Corporation disclosed a definitive agreement to merge
with CT Communications Inc. for approximately $585 million,
including the assumption of cash and debt.

In a vote by its board of directors, the company disclosed that
CT Communications has accepted the offer from Windstream to
acquire all of the outstanding shares of CT Communications for
$31.50 per share in cash.

The offer represents a 46% premium to the closing price of CT
Communications' stock on May 25, 2007, and a 31% premium to the
previous 30-day average trading price.  The merger is subject to
approvals from federal and state regulators, well as CT
Communications shareholders.

The transaction with CTC adds approximately 158,000 access lines
and 29,000 broadband customers, nearly doubling Windstream's
presence in North Carolina.

"CT Communications' management and employees have built a business
and are highly respected in their local communities," Jeff
Gardner, president and ceo of Windstream, said.  CT Communications
fits strategically with Windstream and advances the company's
strategy of continuing to grow through acquisitions while
expanding its free cash flow."

"For 110 years, it has been CT Communications' pledge to develop
and deliver innovative, diversified services that are competitive
and dependable for the company's customers, and to provide its
shareholders with attractive financial results," Mike Coltrane
chairman, president and ceo of CT Communications, said.  "Because
of the company's strong operational and fiscal performance over
the last several years, the company found itself in the unique and
enviable position of possessing significant cash reserves and very
low debt.  As such, the company found itself willing to explore
strategic options for the company, and fully believe that this
merger will provide the long-term value that the company'
shareholders deserve."

Since 2003, CTC has worked to reduce its total debt by $70
million, and consistently outperformed its industry peers in both
revenue and operating income growth.

"Windstream Corporation has achieved a long history of successful
operations in the telecommunications industry, and have been
impressed with their strategies to successfully compete and
thrive," said Coltrane. "the company is excited about the
opportunities this partnership creates for the benefit of the
company's customers and shareholders."

Raymond James & Associates Inc. and Moore & Van Allen, PLLC acted
as financial and legal advisors to CT Communications.  Stephens
Inc. and Kutak Rock, LLP acted as financial and legal advisors to
Windstream on the transaction.

                      About CT Communications

Headquartered in Concord, North Carolina, CT Communications Inc. -
- http://www.ctc.net/-- is a growing provider of integrated
telecommunications and related services to residential and
business customers located primarily in North Carolina.  CTC
offers a comprehensive package of telecommunications services,
including broadband high-speed Internet services, local and long-
distance telephone services, and digital wireless voice and data
services.  Originally founded in 1897 as The Concord Telephone
Company, CTC was the first to bring telephone services to
Cabarrus, Stanly and Rowan counties.

                      About Windstream Corp.

Headquartered in Little Rock, Arkansas, Windstream Corporation
(NYSE: WIN) -- http://www.windstream.com/-- provides voice,
broadband and entertainment services to customers in 16 states.
The company has approximately 3.2 million access lines and about
$3.2 billion in annual revenues.

                           *     *     *

As reported in the Troubled Company Reporter on May 31, 2007,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating and 'BB-' unsecured debt rating on Windstream
Corporation.  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.


YUKOS OIL: Prana Makes Final Payment for Moscow Headquarters
------------------------------------------------------------
The Prana Group has transferred RUR95.6 billion to OAO Yukos Oil
Co.'s account as final payment for the assets it purchased at a
May 11 auction, AK&M reports citing Nikolai Lashkevitch,
spokesperson to Yukos bankruptcy receiver Eduard Rebgun.

In a Kommersant report carried by the TCR-Europe on May 30, the
Federal Antimonopoly Service approved Prana Group's application to
acquire Lot 13 of Yukos Oil's assets, which include its 22-story
Moscow headquarters, after it submitted documents necessary to
close the deal.

Exercising the right for corporate secrecy, Prana chose to reveal
its ownership structure only to the competition agency after being
warned that the sale would not be approved unless it did
otherwise.

In a TCR-Europe report on May 15, 2007, Prana offered US$3.9
billion (RUR100.5 billion) for the assets, outbidding state-
owned OAO Rosneft Oil in a three-hour battle, which could have
awarded the latter with a string of major victories in the
series of Yukos auctions.

The assets fetched nearly five times more than the lot's
US$856.8 million starting price raising speculations that the
bidders might knew about hidden value in another asset in the lot.

Aside from Yukos' offices, the lot includes:

  -- 100% in YUKOS-M CJSC,

  -- 100% in YUKOS-Moscow,

  -- 100% in YUKOS- Financial-Accounting center,

  -- 100% in YUKOS IMPORT,

  -- 100% in U-Mordovia,

  -- 100% in YUKOS-M Trade House,

  -- 100% in TopMaster-Realty Ltd,

  -- 77.4% in United center of scientific research,

  -- 70% in YUKOS Vostok Trade,

  -- 70% in UT-OIL,

  -- 60.98% Scientific-research institute of aviation industry
     economy,

  -- 50% in USVL CJSC,

  -- 37.99% in Voronezh nefteproduct avtomatika,

  -- 0.01% in YUKOS Refining and Marketing, and

  -- 0.01% in YUKOS Exploration and Production.

Prana, Kommersant notes, is 1% owned by Vladimir Esakov, who
previously worked for the projects of OAO Gazprom board member
Boris Fedorov.  The rest of Prana's stake is reportedly held by
an offshore incorporated in the Seychelles, Kommersant adds.

                     About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for US$27.5 billion in tax arrears for 2000-
2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


YUKOS OIL: Dutch Court Allows Liquidator to Sell Foreign Assets
---------------------------------------------------------------
A court in Amsterdam, Netherlands, has granted Eduard Rebgun, OAO
Yukos Oil Co.'s liquidator, the rights to sell the bankrupt
company's foreign assets, various reports say.

Nikolai Lashkevich, spokesman to Mr. Rebgun, said the ruling
allows Russian officials to "demand and obtain documents necessary
to carry out the liquidation, carry out a financial analysis of
the company, evaluate the foreign assets of Yukos and take a
decision on the sale of Yukos Finance," Petroleumworld reports.

Yukos Finance's main assets, currently possessed by Yukos'
creditors, include:

  -- a 54% stake in Lithuanian refinery Mazeikiu Nafta AB, worth
     almost $1.5 billion; and

  -- a 49% stake in Transpetrol, worth between $100 million and
     $200 million.

Mr. Rebgun had sold most of Yukos' Russian assets in separate
auctions from March to May, Hemscott relates.

                     About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for US$27.5 billion in tax arrears for 2000-
2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* Dewey Ballantine Opens Financial Service Practice in Charlotte
----------------------------------------------------------------
Dewey Ballantine LLP has expanded its financial services practice
through the opening of a new office in Charlotte, North Carolin.
The office will be founded by partners James R. Bryant, III, Esq.,
and W. Todd Stillerman, both previously partners with Dechert LLP.

Mr. Bryant and Mr. Stillerman's structured finance practice
focuses on structured real estate products and equity investments,
including the representation of issuers and underwriters in
commercial mortgage-backed securitization (CMBS) transactions,
real estate CDOs and the securitization of other real estate
interests, sale-leaseback, mezzanine financing, and syndicated
finance transactions.

Gordon E. Warnke, co-chair of Dewey Ballantine's Management
Committee, commented, "Structured finance is a core practice area
for Dewey Ballantine.  Our expansion to Charlotte in this area
represents strategic growth and a continued commitment to
providing clients with excellent client service.  Being on the
ground in the leading financial centers of the United States and
the world enables us to partner closely with our clients,
providing them with the highest quality legal advice on the most
sophisticated transactions."

Chris Di Angelo, chair of Dewey Ballantine's Structured Finance
Group, said, "We open in Charlotte with some of the best names in
the business.  The fact that market-leading banking institutions
and clients such as Bank of America and Wachovia are headquartered
in Charlotte underscores the importance of having a presence in
the region for us.  This move also complements recent New York
structured finance partner additions John Altorelli, Patrick de
Carbuccia, Alexander Fraser and Jeffrey Potash and the firm's
offering to clients in the strategically important commercial loan
securitization arena."

Mr. Bryant, formerly the managing partner of Dechert's Charlotte
office, said, "The structured finance group at Dewey Ballantine
has a reputation for managing the most complex structured deals,
across a broad range of asset classes.  The Dewey platform is one
on which we can build a highly successful finance practice in
Charlotte.  It is a natural fit for one of the most distinguished
New York law firms to have an office in Charlotte, to serve some
of the worlds most important financial institutions in the second
largest banking center in the United States."

Mr. Bryant is a member of the Real Estate Section and the
Corporation, Banking, and Business Law Section of the North
Carolina Bar Association and the American Bar Association.  He
also serves as a member of executive committee of the board of
directors of The University of North Carolina School of Law Center
for Banking and Finance, and as chair of the board of directors of
the Mecklenburg County Bar Foundation.

Mr. Stillerman's practice is centered on securitization and real
estate capital markets.  He has represented issuers, underwriters,
loan sellers, and lenders in transactions involving CMBS,
CMBS/CDOs, timber securitizations, and loan originations.

                     About Dewey Ballantine

Dewey Ballantine LLP, an international law firm with approximately
550 lawyers located in New York, Washington, D.C., Los Angeles,
East Palo Alto, Austin, London, Warsaw, Frankfurt, Milan, Rome,
Beijing and Charlotte, was founded in 1909.  Through its network
of offices, the firm handles some of the largest, most complex
corporate transactions, litigation and tax matters in areas such
as M&A, private equity, project finance, corporate finance,
corporate reorganization and bankruptcy, antitrust, intellectual
property, sports law, structured finance and international trade.
Industry specializations include energy and utilities, health
care, insurance, financial services, media, consumer and
industrial goods, consumer electronics, technology,
telecommunications and transportation.


* BOND PRICING: For the week of May 28 - June 1, 2007
-----------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
Alaris Medical                        7.250%  07/01/11     11
Allegiance Tel                       11.750%  02/15/08     51
Allegiance Tel                       12.875%  05/15/08     16
Amer & Forgn Pwr                      5.000%  03/01/30     63
Antigenics                            5.250%  02/01/25     74
Atherogenics Inc                      1.500%  02/01/12     48
Atlantic Coast                        6.000%  02/15/34      6
Bank New England                      8.750%  04/01/99     10
Bank New England                      9.500%  02/15/96     12
Bank New England                      9.875%  09/15/99     10
Better Minerals                      13.000%  09/15/09     70
Budget Group Inc                      9.125%  04/01/06      0
Burlington North                      3.200%  01/01/45     55
Calpine Corp                          4.000%  12/26/06     70
Calpine Gener Co                     11.500%  04/01/11     34
Cell Therapeutic                      5.750%  06/15/08     74
Collins & Aikman                     10.750%  12/31/11      3
Color Tile Inc                       10.750   12/15/01      0
Dairy Mart Store                     10.250%  03/15/04      0
Decode Genetics                       3.500%  04/15/11     72
Decode Genetics                       3.500%  04/15/11     70
Delco Remy Intl                       9.375%  04/15/12     64
Delco Remy Intl                      11.000%  05/01/09     63
Delta Mills Inc                       9.625%  09/01/07     16
Deutsche Bank NY                      8.500%  11/15/16     72
Diamond Triumph                       9.250%  04/01/08     56
Dura Operating                        8.625%  04/15/12     56
Dura Operating                        9.000%  05/01/09     14
Dura Operating                        9.000%  05/01/09      7
Dvi Inc                               9.875   02/01/04     10
Empire Gas Corp                       9.000   12/31/07      1
Encysive Pharmacy                     2.500%  03/15/12     71
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.250%  07/01/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North AM                      9.875%  03/01/14     39
Finova Group                          7.500%  11/15/09     22
Florsheim Group                      12.750   09/01/02      0
Ford Motor Co                         6.375%  02/01/29     74
Ford Motor Co                         6.625%  02/15/28     75
Global Health Sc                     11.000%  05/01/08      8
Golden Books Pub                     10.750%  12/31/04      0
Hills Stores Co                      12.500%  07/01/03      0
Insight Health                        9.875%  11/01/11     36
Iridium LLC/CAP                      10.875%  07/15/05     22
Iridium LLC/CAP                      11.250%  07/15/05     23
Iridium LLC/CAP                      13.000%  07/15/05     22
Iridium LLC/CAP                      14.000%  07/15/05     22
JTS Corp                              5.250%  02/01/03      9
Kaiser Aluminum                       9.875%  02/15/02     21
Kaiser Aluminum                      12.750%  02/01/03      9
Keystone Cons                         9.625   08/01/07     42
Kmart Corp                            9.780%  01/05/20      8
Lehman Bros Holding                  10.000%  10/30/13     69
Liberty Media                         3.750%  02/15/30     63
Liberty Media                         4.000%  11/15/29     68
Lifecare Holding                      9.250%  08/15/13     70
LTV Corp                              8.200%  09/15/07      0
Macsaver Financial                    7.400%  02/15/02      0
Macsaver Financial                    7.875%  08/01/03      2
Motorola Inc                          5.220%  09/15/07      0
New Orl Grt N RR                      5.000%  07/01/32     69
Nexprise Inc                          6.000%  04/01/07      0
Northern Pacific RY                   3.000%  01/01/47     54
Northern Pacific RY                   3.000%  01/01/47     54
Northwest Airlines                    6.625%  05/15/23     74
Northwest Airlines                    7.625%  11/15/23     75
Northwest Airlines                    7.875%  03/15/08     72
Northwest Airlines                    8.875%  06/01/06     75
Nutritional Src                      10.125%  08/01/09     66
Oakwood Homes                         7.875%  03/01/04     11
Oakwood Homes                         8.125%  03/01/09     11
Outboard Marine                       9.125%  04/15/17      1
Pac-West Telecom                     13.500%  02/01/09     25
Pac-West Telecom                     13.500%  02/01/09      2
Pegasus Satellite                     9.625%  10/15/49      0
Pegasus Satellite                    12.375%  08/01/08      0
Pegasus Satellite                    12.500%  08/01/07      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.350%  03/28/11      2
Pixelworks Inc                        1.750%  05/15/24     72
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                         7.250%  01/15/07      0
Polaroid Corp                        11.500%  02/15/06      0
Primus Telecom                        3.750%  09/15/10     63
Primus Telecom                        8.000%  01/15/14     66
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      0
Read-Rite Corp                        6.500%  09/01/04      0
RJ Tower Corp.                       12.000%  06/01/13     10
Scott Cable Comm                     16.000%  07/18/02      0
SLM Corp                              5.000%  12/15/28     73
Spacehab Inc                          5.500%  10/15/10     70
Times Mirror Co                       6.610%  09/15/27     75
Times Mirror Co                       7.250%  11/15/96     72
Tom's Foods Inc                      10.500%  11/01/04      2
Tousa Inc                             7.500%  01/15/15     70
United Air Lines                      8.390%  01/21/11      0
United Air Lines                     10.110%  12/31/49      0
United Air Lines                     10.125%  03/22/15     52
US Air Inc.                          10.680%  06/27/08     14
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
USAutos Trust                         2.212%  03/03/11      7
Vesta Insurance Group                 8.750%  07/15/25      4
Werner Holdings                      10.000%  11/15/07      3
Westpoint Steven                      7.875%  06/15/08      0
Wheeling-Pitt St                      5.000%  08/01/11     70
Wheeling-Pitt St                      6.000%  08/01/10     70
Winstar Comm Inc                     10.000%  03/15/08      0

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***