TCR_Public/070619.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 19, 2007, Vol. 11, No. 143

                             Headlines

ACANDS INC: Wants Exclusive Plan Filing Period Extended to Oct. 9
ACE SECURITIES: Moody's Cuts Rating on 2006-SL2 Class B-1 Certs.
AINSWORTH LUMBER: Moody's Rates New CDN$115 Million Loan at Ba3
AMERICAN ROCK: Moody's Holds B3 Rating & Says Outlook is Negative
AMERICREDIT CORP: Fitch Ups Issuer Default Rating to BB from BB-

ATSI COMMS: April 30 Balance Sheet Upside-Down by $525,000
BALLY TOTAL: Inks Restructuring Support Pact w/ Senior Noteholders
BAYOU GROUP: Files Joint Reorganization Plan in New York
BAYOU GROUP: Court Sets July 11 Disclosure Statement Hearing
BLUE RIDGE: Moody's Revises Outlook to Developing from Stable

BRYAN MILLIREN: Voluntary Chapter 11 Case Summary
BUCKEYE TECH: Moody's Ups Rating to B1 and Holds Stable Outlook
C-BASS MORTGAGE: Moody's Puts Ratings on Two Certs. Under Review
CALPINE CORP: Wants to Use Funds Under $5 Billion Financing
CALPINE CORP: Equity Panel Hires Perella as Financial Advisor

CALPINE CORP: Equity Panel Retains Altos Management as Consultant
CARBIZ INC: April 30 Balance Sheet Upside-Down by $3.9 Million
CARIBOU RESOURCES: CCAA Protection Extended Until August 31
CKE RESTAURANTS: Stockholders Approve 2005 Plan Amendments
COINMACH SERVICES: Moody's Places Ratings Under Review

COMMERCIAL REALTY: Disclosure Statement Hearing Set for July 26
CSFB HOME: Projected Loss Increase Cues Moody's Ratings' Review
CWABS ASSET: Moody's Junks Rating on 2006-SPS1 Class B Certs.
DAY INTERNATIONAL: Moody's Withdraws Low-B Ratings
DELPHI CORP: Inks Pact Selling Mexican Brake Plant to Robert Bosch

DOLE FOOD: High Financial Leverage Cues Fitch to Affirm Ratings
DYNEA CANADA: Moody's Puts Corporate Family Rating at B2
FIRST FRANKLIN: Moody's Puts Ba1 Rating Under Review
FREMONT HOME: Moody's Cuts Rating on SL-M-9 Certs. to Ca from C
GEORGE VENTZ: Case Summary & Seven Largest Unsecured Creditors

GLOBEL DIRECT: Court Grants CCAA Protection
GSAMP MORTGAGE: Moody's Junks Rating on 10 Certificate Classes
HEXION SPECIALTY: Further Amends Senior Secured Credit Facility
HOME EQUITY: Moody's Places Ba1 Rating Under Review
INDYMAC HOME: Moody's Junks Ratings on Two Certificate Classes

INDYMAC HOME: Moody's Reviews Ratings on Three Certificates
ISHMAEL KRAUSS: Case Summary & 12 Largest Unsecured Creditors
JACQUES VON SPEYER: Case Summary & 20 Largest Unsecured Creditors
L-3 COMMS: Fitch Holds Ratings and Revises Outlook to Stable
LABRANCHE & CO: Moody's Downgrades Rating to B1 from Ba3

LEBARON DRYWALL: Selling Real Property to Merit for $3.1 Million
M. FABRIKANT: Court OKs Peter Solomon as Financial Advisor
MASTR SECOND: Moody's Junks Rating on Class M-7 Certificates
MCMILLIN COMPANIES: Moody's Downgrades All Ratings
MERRILL LYNCH: Moody's Puts Ratings on Three Certs. Under Review

MOVIE GALLERY: Ernst & Young Appointed as Independent Accountant
NATIONAL STORM: Dec. 31 Balance Sheet Upside-Down by $2.6 Million
NEW CENTURY: Moody's Cuts Rating on 2006-S1 Class M-7 Certs. to C
NEW WORLD: Extends Offer for Gateway Casinos to July 25
NOMURA ASSET: Moody's Lowers Ratings on Five Certificate Classes

NVE INC: Plan Confirmation Hearing Scheduled on July 25
ON TOP COMMS: Wants Chapter 11 Case Dismissed
PALM GRILL: Voluntary Chapter 11 Case Summary
PANTRY INC: Frank Paci Named as New Chief Financial Officer
PENN NATIONAL: Inks $8.9 Billion Deal with Fortress & Centerbridge

PENN NATIONAL: Moody's Reviews Ratings and May Downgrade
PERRY BUTLER: Case Summary & Six Largest Unsecured Creditors
ROBERT HAYWOOD: Voluntary Chapter 11 Case Summary
SACO I TRUST: Moody's Junks Rating on Six Certificate Classes
SEPP'S GOURMET: Posts $407,000 Net Loss in Quarter Ended April 30

SI INTERNATIONAL: Logtec Buy Prompts Moody's to Hold B1 Rating
SKILLED HEALTHCARE: Redeems $70MM of its $200MM Senior Notes
SOUNDVIEW HOME: Moody's Junks Rating on 2006-A Class M-11 Certs.
SOUTHAVEN POWER: Exclusive Plan Filing Period Extended to Sept. 13
SPECIALTY RESTAURANT: Wants to Sell Liquor License for $200,000

SPECIALTY RESTAURANT: Court Extends Exclusive Period to Aug. 13
STERLING CENTRECORP: Completes Sale to SCI Pursuant to Plan
STRATOS INTERNATIONAL: Earns $604,000 in Fourth Quarter 2007
STRUCTURED ASSETS: Moody's Junks Rating on 2006-S3 Cl. B-2 Certs.
STRUCTURED ASSETS: Moody's Cuts Ratings on Three Certificates

TERWIN MORTGAGE: Moody's Lowers Ratings on 25 Certificate Classes
THOMAS FRANCHINA: Case Summary & 18 Largest Unsecured Creditors
TRUSTREET PROPERTIES: Fitch Withdraws Low-B Ratings
W&T OFFSHORE: Closes $450 Million Senior Notes Private Placement
WESTERN OIL: Moody's Rates Pending CDN$805MM Senior Loan at Ba2

* Large Companies with Insolvent Balance Sheets

                             *********

ACANDS INC: Wants Exclusive Plan Filing Period Extended to Oct. 9
-----------------------------------------------------------------
ACandS Inc. asks the U.S. Bankruptcy Court for District of
Delaware to further extend its exclusive periods to:

     a. file a Chapter 11 plan of reorganization through and
        including Oct. 9, 2007; and

     b. solicit acceptances of that plan through and including
        Nov 16, 2007.

The Debtor tells the Court that it is actively negotiating with
the Official Committee of Asbestos Personal Injury Claimants and
the future claimants' representative to reach a consensus on the
terms of a new plan, and thus, needs additional time to continue
with its negotiations.

The Debtor discloses that a plan has been provided to asbestos
claimants and future claimants' representative for comments and
revisions.

The Debtor contends that the extension will be beneficial to its
estate and creditors, and ultimately result in an efficient use of
its assets.

Headquartered in Lancaster, Pennsylvania, ACandS Inc. was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on Sept. 16, 2002 (Bankr. Del.
Case No. 02-12687).

Laura Davis Jones, Esq., Curtis A. Hehn, Esq., James E. O'Neill,
Esq., and Michael Paul Migliore, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub, P.C., represent the Debtor in its
restructuring efforts.

Kathleen Campbell Davis, Esq., Aileen F. Maguire, Esq., Mark T
Hurford, Esq., and Marla Rosoff Eskin, Esq., at Campbell & Levine,
LLC, represent the Official Committee of Asbestos Personal Injury
Claimants.  When the Company filed for protection from its
creditors, it estimated debts and assets of over $100 million.

                      Chapter 11 Plan Update

The Hon. Judith K. Fitzgerald approved the adequacy of the
Debtor's Amended Disclosure Statement explaining their proposed
Plan of Reorganization on Oct. 3, 2003.  On Jan. 26, 2004, Judge
Fitzgerald entered Proposed Findings of Fact and Conclusions of
Law Re Chapter 11 Plan Confirmation (Doc. 979), recommending that
the U.S. District Court deny confirmation of the Debtor's Plan.
On Feb. 5, 2004, the Debtor and the Creditors Committee jointly
filed with the U.S. District Court for the District of Delaware an
objection to the Bankruptcy Court's Proposed Findings.  In that
filing, the Debtor and the Committee asked the District Court to
reject the Bankruptcy Court's Findings and Conclusions and confirm
the proposed chapter 11 plan.


ACE SECURITIES: Moody's Cuts Rating on 2006-SL2 Class B-1 Certs.
----------------------------------------------------------------
Moody's Investors Service has downgraded and maintained on review
for possible further downgrade numerous certificates from two
transactions, issued by Ace Securities Corp. Home Equity Loan
Trust.  The transactions are backed by sub-prime second lien
loans.

The projected pipeline loss has increased over the past few months
and is likely to affect the credit support for these certificates.  
The certificates are being downgraded and placed on review for
possible downgrade based on the fact that the bonds' current
credit enhancement levels, including excess spread, may be too low
compared to the current projected loss numbers at the current
rating level.

Complete rating actions are:

Issuer: Ace Securities Corp. Home Equity Loan Trust

Downgrade

    * Series 2006-SL2, Class A downgraded from Aaa to Aa1
    * Series 2006-SL2, Class B-1, downgraded from Ca to C

Downgrade and Review for Possible Downgrade:

    * Series 2006-SL1, Class M-8 downgraded from Baa2 to Ba2 and
      on review for possible further downgrade

    * Series 2006-SL1, Class M-9, downgraded from Baa3 to Ba3 and
      on review for possible further downgrade

    * Series 2006-SL1, Class B-1, downgraded from Ba1 to Caa1 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-1, downgraded from Aa1 to Aa3 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-2A, downgraded from Aa2 to A2 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-2B, downgraded from Aa2 to A2 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-3, downgraded from Aa3 to A3 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-4, downgraded from A1 to Baa1 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-5, downgraded from A2 to Baa2 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-6A, downgraded from A3 to Ba3 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-6B, downgraded from A3 to Ba3 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-7, downgraded from Baa1 to B3 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-8 downgraded from B1 to Caa3 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-9A, downgraded from B3 to Caa3 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-9B, downgraded from B3 to Caa3 and
      on review for possible further downgrade


AINSWORTH LUMBER: Moody's Rates New CDN$115 Million Loan at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Ainsworth
Lumber Co. Ltd.'s new CDN$115 million senior secured term loan.
Concurrently, the B2 corporate family rating and the B2 ratings on
Ainsworth's existing unsecured notes were affirmed.  The outlook
was changed to negative.  The ratings for the new term loan
reflect both the overall probability of default of Ainsworth, to
which Moody's assigns a PDR of B2, and a loss given default of
LGD2.  The 2-notch upgrade from Ainsworth's corporate family
rating reflects that the new senior secured term loan will be
secured by the company's receivables and inventory and will
replace the company's existing $100 million ABL operating line.
The tenor is 7 years with no amortization.

The new term loan will be used for general corporate purposes and
will provide approximately CDN$40 million more liquidity than the
existing borrowing base and financial covenant based ABL operating
line.  The increased debt level, in combination with depressed
oriented strandboard markets and the high Canadian dollar causes
concern that the company's credit metrics will remain challenged
in the near term.  Consequently, the company's B2 corporate family
rating is weakly positioned in the context of current
expectations.  Moody's will continue to monitor the company's
performance and liquidity position and will adjust the rating
accordingly should financial results or liquidity deteriorate from
expected levels.  

Rating assigned:

    * CDN$115 million senior secured term loan: Ba3 (LGD 2, 23%)

Ratings Affirmed:

Corporate family rating: B2

Probability of default rating: B2

    * $320 million senior unsecured 6.75% notes due March 15,
      2014: B2 (LGD 4, 55%)

    * $275 million senior unsecured 7.25% notes due October 1,
      2012: B2 (LGD 4, 55%)

    * $154 million senior unsecured floating rate notes due
      Oct. 1, 2010: B2 (LGD 4, 55%)

    * $75 million senior unsecured floating rate notes due
      April 1, 2013: B2 (LGD 4, 55%)

Outlook changed: to Negative from Stable

Ainsworth's ratings are influenced primarily by the extremely
volatile pricing of its core product - oriented strandboard,
coupled with the high debt level, the company's relatively modest
size and its product line and geographic concentration.  The
rating also reflects the company's aggressive financial policies
and growth aspirations with little history of paying down debt.
The company's strong cash flow in a strong OSB pricing environment
coupled with the company's competitive Canadian assets and good
fiber access somewhat offset these challenges.

The negative outlook reflects the steep decline in OSB prices and
the prospects for a protracted weak pricing environment.  The OSB
market is challenged by the poor US housing market coupled with
recent and scheduled OSB capacity additions.  As Moody's does not
anticipate the company taking steps to reduce debt, an upgrade is
unlikely in the near future. Should financial results in the short
term deteriorate from expected levels, or should liquidity
arrangements become impaired, adverse rating action may result.


AMERICAN ROCK: Moody's Holds B3 Rating & Says Outlook is Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed American Rock Salt Company
LLC's B3 corporate family rating, but revised the outlook to
negative following the company's announcement that it plans to
enter into a $100 million term loan.

The rating on the company's senior secured notes due 2014 was
upgraded to B3 from Caa1, in accordance with Moody's loss given
default rating methodology applying a fundamental valuation
approach.

American Rock Salt Company, LLC

Corporate family rating affirmed at B3

Probability-of-default rating upgraded to B1 from B3

9.5% Gtd Sr Sec Notes due 2014 upgraded to B3 (LGD5, 79%) from
Caa1 (LGD4, 68%)

Speculative Grade Liquidity rating affirmed at SGL-3

ARSC's members have established a holding company that will be the
obligor under the new 7-1/2 year floating rate, payment-in-kind
senior unsecured term loan and ARSC will be a wholly --owned
subsidiary of Holdings.  As a holding company without cash flow
generating operations, Holdings will be reliant on distributions
from ARSC to service the new term loan interest and principal
payments, however Holdings has the option to let interest accrue
for the life of the loan and there are no minimum mandatory
principal payments due prior to maturity.

The negative outlook reflects ARSC's significant increase in
leverage without a corresponding increase in EBITDA or production
capacity and financial philosophy that includes the possibility of
further debt financings in the future.  Furthermore, Moody's views
the company's decision to cease filing financial statements with
the SEC as a negative credit event.  The ratings outlook could be
returned to stable if weather conditions in the company's key
markets were supportive of sustainably higher sales and the ARSC
was successful in increasing mine production and EBITDA to higher
levels and generating positive free cash flow while paying the new
term loan interest in cash.

ARSC's ratings reflect the company's high leverage (pro forma $246
million as of 3/31/2007, including Moody's global standard
analytical adjustment of $29 million for operating leases),
relatively short operating history, single location, focused
product line, and a geographically narrow market.  The ratings are
supported by ARSC's strong market share, historically favorable
meteorological conditions in its markets including "lake effect"
snow, relatively stable yearly cash flows, cost advantages
associated with operating a new mine, modest capex requirements
and a diverse customer base.  The option under the proposed term
loan to let the interest accrete is an important feature that
provides the company flexibility under conditions where it might
experience variability in its cash flows.

The ratings recognize the increase to the company's credit risk
with the additional $100 million term loan, but also recognize the
flexibility that the PIK option for payment of interest offers to
ARSC's liquidity.  Any distressed scenario would likely result
from adverse market conditions or operational difficulties and the
recovery rate for the increased level of debt would be limited.
Therefore a fundamental approach based on a distressed valuation
of assets has been used to determine the expected corporate family
recovery rate of 23%, which is lower than the 50% recovery rate
initially assigned.  The upgrade to the 9.5% senior secured notes
due 2014 to B3 reflects the debt cushion provided by the new
deeply subordinated holding company term loan debt.


AMERICREDIT CORP: Fitch Ups Issuer Default Rating to BB from BB-
----------------------------------------------------------------
Fitch Ratings has upgraded AmeriCredit Corp's long-term Issuer
Default Rating and senior unsecured debt ratings as:

AmeriCredit Corp.

    -- Long-term Issuer Default Rating to 'BB' from 'BB-';
    -- Senior debt to 'BB' from 'BB-'.

The Rating Outlook is Positive.

Approximately $750 million of debt is affected by this action.

The upgrade reflects ACF's favorable operating performance,
portfolio diversification across the credit spectrum, improved
asset quality metrics, solid liquidity profile, and stable
position in the auto finance market.

The Positive Outlook reflects Fitch's belief that ACF's risk
profile will continue to benefit from diversification into prime
and near-prime auto receivables.  While Fitch believes asset
quality metrics will be moderately impacted by a normalization of
credit trends over the medium-term, ACF's consolidated statistics
should benefit from diversification across the credit spectrum.  
Furthermore, Fitch expects ACF will be able to achieve additional
operational efficiencies over time as it integrates recent
acquisitions, and that portfolio growth will be boosted by a
broader product offering.

Conversely, sustained weakness in operating performance or asset
quality metrics, a weakening liquidity profile, and/or a
deteriorating capital structure, could negatively impact the
rating outlook.


ATSI COMMS: April 30 Balance Sheet Upside-Down by $525,000
----------------------------------------------------------
ATSI Communications, Inc. disclosed that revenues for its 3rd
fiscal quarter ended April 30, 2007 reached $8,140,000, a 99%
increase over revenues of $4,091,000 for the previous year's
fiscal quarter ended April 30, 2006.

ATSI also reported the company achieved its 11th consecutive
quarter of record revenue, 4th consecutive quarter of positive
cash flow from operations, and 2nd consecutive quarter of net
earnings per share.

Net income for the three months ended April 30, 2007 was $379,000
vs. a net loss of $62,000 for the three months ended April 30,
2006.

As of April 30, 2007, the company's balance sheet showed total
assets of $1,944,000 and total debts of $2,469,000, resulting in a
stockholders' deficit of $525,000.

In addition to the continued revenue growth and positive earnings
trend, recent achievements and highlights for the quarter include:

    -- The Company completed the conversion and redemption of its
       Series H Preferred Stock that eliminated $1.3 million in
       Liabilities;

    -- ATSI successfully deployed the NexTone IntelliConnect(TM)
       System to further enhance the company's VoIP network;

    -- The Company processed 112 million VoIP minutes of use
       during the quarter through its NexTone powered VoIP
       network; and

    -- 157% improvement in gross profit for the three months ended
       April 30, 2007 vs. the three months ended April 30, 2006.
    
"We are extremely pleased with our 3rd quarter performance and the
consistency we have established in meeting key financial and
strategic goals," stated ATSI President and CEO, Arthur L. Smith.  
"Our 3rd quarter growth demonstrates we are successfully executing
our business plan, a trend we are continuing to experience well
into the 4th quarter.  We look forward to reporting a record
fiscal year during which we have met and delivered on all of the
fundamentals critical to the successful execution of our long term
strategic plan."

Adjusted for non-cash items, net income for the three months ended
April 30, 2007 was $198,000 vs. a net loss before non-cash items
of $64,000 for the three months ended April 30, 2006.


ATSI Communications, Inc. -- http://www.atsi.net/-- (OTCBB: ATSX)
operates through its two wholly owned subsidiaries, Digerati
Networks, Inc. and Telefamilia Communications, Inc.  Digerati
Networks, Inc. is a premier global VoIP carrier serving rapidly
expanding markets in Asia, Europe, the Middle East, and Latin
America, with an emphasis on Mexico.  Through Digerati's
partnerships with established foreign carriers and network
operators, interconnection and service agreements, and a NexTone
powered VoIP network, ATSI believes it has clear advantages over
its competition.  Telefamilia Communications provides specialized
retail communication services that include VoIP services to the
high-growth Hispanic market in the United States.  ATSI also owns
a minority interest of a subsidiary in Mexico, ATSI
Comunicaciones, S.A. de C.V., which operates under a 30-year
government issued telecommunications license.


BALLY TOTAL: Inks Restructuring Support Pact w/ Senior Noteholders
------------------------------------------------------------------
Holders of a majority of Bally Total Fitness Holding Corp.'s
10-1/2% Senior Notes due 2011 and more than 80% of its 9-7/8%
Senior Subordinated Notes due 2007 have entered into a
Restructuring Support Agreement agreeing to, following receipt of
a disclosure statement, vote in favor of a plan of reorganization.

The company says that the Plan will further enhance its liquidity
by increasing the rights offering to $90 million and by allowing
the company to retain the cash which would have been used for the
July 15, 2007 interest payment due on the Senior Notes.  With its
Restructuring Support Agreement in place, the company believes it
has sufficient support from its noteholders to proceed to
implement the Plan through appropriate bankruptcy proceedings and
expects to make its Chapter 11 filing in the near future.  The
company plans to continue normal club operations during the
pendency of the anticipated bankruptcy case and will seek to
emerge from bankruptcy as quickly as possible.

Don R. Kornstein, Interim chairman and Chief Restructuring
Officer, stated, "We are pleased to have such strong support for
the Plan from both our senior and senior subordinated noteholders.
The Restructuring Support Agreement will enable us to expedite our
work on restoring the strength of our balance sheet in the
shortest time possible, and positioning Bally Total Fitness to
compete over the long term.  We look forward to emerging from
bankruptcy with a greater ability to invest in and continue
upgrading our fitness centers and to focus on building the Bally
brand."

Pursuant to the Restructuring Support Agreement, the Plan will
provide that:

   * The Senior Notes will be modified, including an increase in
     the annual interest rate to 12-3/8% effective from
     July 16, 2007.  The cash interest payment on the Senior Notes
     due July 15, 2007 will not be made.  Upon effectiveness of
     the Plan, the new principal amount of the outstanding Senior
     Notes will be $247,337,500, with the increase distributed pro
     rata to the holders of the Senior Notes.  The maturity
     and guarantees of the Senior Notes would remain the same.  
     Upon effectiveness of the Plan, holders of the Senior Notes
     would receive a fee equal to 2% of the face value of their
     notes on the date of the filing of the Chapter 11 cases.

   * The Senior Note Indenture would be amended to provide the
     holders with a "silent" second lien on substantially all
     assets of the company and the subsidiary guarantors.  Under
     the amended Senior Note Indenture, the company would have a
     permitted debt basket for the senior credit facility of $292
     million, with a reduction for proceeds of asset sales
     completed after June 15, 2007 that are used to permanently
     pay down indebtedness under its senior credit facilities and
     are not reinvested in replacement assets within 360 days
     after the applicable asset sale.

     The Senior Note Indenture will also permit Bally to issue
     after emergence from bankruptcy and in addition to the
     securities referred to below, an additional $90 million of
     pay-in-kind senior subordinated notes.  The amended Senior
     Note Indenture also increases by $50 million to a total of
     $100 million the permitted debt basket for purchase money
     indebtedness and capital leases (with a $50 million capital
     lease sublimit).
     
     The optional redemption schedule in the Senior Notes would
     be amended to permit the company to redeem the Senior Notes
     prior to July 15, 2008 at a:

        -- T+50 make whole premium (including all interest due and
           payable through July 15, 2008) based upon a redemption
           on July 15, 2008 at 106.25%;

        -- optional redemption at 106.25% until July 14, 2009;

        -- 102.50% until July 14, 2010; and

        -- 100% after July 14, 2010.

     The amended Senior Note Indenture would eliminate any
     requirement for filing of SEC reports, but would require the
     company to provide to investors and prospective investors SEC
     equivalent audited annual and unaudited quarterly financials,
     including MD&A and footnotes, and 8-K reportable events.


   * Consistent with the terms of the previously announced
     restructuring proposal, holders of Senior Subordinated Notes
     would receive, in exchange for their claims, new subordinated
     notes in the principal amount of $150 million, representing
     50% of the principal amount of their claims, and shares of
     common stock representing 100% of the equity in the
     reorganized company (subject to reduction for common stock to
     be issued to holders of certain other claims).

     The New Subordinated Notes would mature five years and nine
     months after the effective date of the Plan and would bear
     interest payable annually at 135/8% per annum if paid in kind
     or 12% per annum if paid in cash, at the company's option,
     subject to satisfaction of a toggle covenant based on
     specified cash EBITDA and minimum liquidity thresholds.

   * In addition, the holders of Senior Subordinated Notes would
     receive non-detachable rights to participate in a $90 million
     rights offering of new senior subordinated notes.  The Rights
     Offering Senior Subordinated Notes would rank senior to the
     New Subordinated Notes but otherwise have the same terms.

   * Holders of certain other claims against the company will be
     given the opportunity to participate in the rights offering,
     which, if exercised, would generate incremental proceeds
     beyond the $90 million to be funded by electing Senior
     Subordinated Noteholders.

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

   * All existing equity would be cancelled for no consideration.

   * Effectiveness of the Plan is conditioned upon, among other
     things, the company having filed its Annual Report on Form
     10-K for the year ended Dec. 31, 2006.

A copy of the Restructuring Support Agreement will be included as
an exhibit to a Current Report on Form 8-K that the company will
file with the SEC.

Tennenbaum Capital Partners, LLC and Anschutz Investment Company,
through certain of their affiliates, and Goldman Sachs & Co., who
collectively hold more than 80% of the Senior Subordinated Notes,
have agreed in principle to subscribe for their pro rata share of
the Rights Offering Senior Subordinated Notes and to purchase any
Rights Offering Senior Subordinated Notes not subscribed for by
other holders of Senior Subordinated Notes.  As a result of these
backstop provisions, the company will be assured of having $90
million in additional cash availability upon the effectiveness of
the Plan.

Houlihan Lokey Howard & Zukin Capital acts as financial advisor
and Akin Gump Strauss Hauer & Feld, LLP is counsel to the Ad Hoc
Committee of Senior and Senior Subordinated Noteholders.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT)(OTC BB: BFTH) -- http://www.ballyfitness.com/-- is a  
commercial operator of fitness centers in the U.S., with over 375
facilities located in 26 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 June 4, 2007,
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.


BAYOU GROUP: Files Joint Reorganization Plan in New York
--------------------------------------------------------
Bayou Group LLC and its debtor-affiliates delivered their Joint
Chapter 11 Plan of Reorganization accompanying a disclosure
statement describing that Plan to the U.S. Bankruptcy Court for
the Southern District of New York.

The Plan provides separate treatment of claims against Bayou
Management LLC and Bayou Group's private pooled investment funds
called the Bayou Hedge Funds.

The Bayou Hedge Funds is composed of Bayou Superfund LLC, Bayou No
Leverage Fund LLC, Bayou Accredited Funds LLC, Bayou Affiliates
Fund LLC and Bayou Fund.

                    Treatment of Claims

A) Bayou Hedge Funds

Class 1 Priority Non-Tax Claims will receive payment in full.

Holders of Class 2 Off-Shore Claims will be paid pursuant to the
consummation of a settlement agreement by the Bayou Hedge Funds
Litigation Trust.

Class 3A Senior General Unsecured Claims will receive
distributions from the Bayou Hedge Funds Litigation Trust in an
amount equal to the holder's pro rata share.

Subject to the payment in full or reserve of all allowed senior
general unsecured claims and the deemed partial disallowance of
certain Class 3A Claims, each holder of a Class 3B General
Unsecured Claim -- including all Converted Class 4 Claims, if any
-- will receive distributions from the Bayou Hedge Funds
Litigation Trust in an amount equal to each holder's pro rata
share.

Holders of Class 4 Redeemer Defendant Claims who do not elect to
enter into a Settlement Agreement will retain all of their claims
and will be entitled to assert or pursue their claims against the
Bayou Hedge Funds or the Bayou Hedge Funds Litigation Trust.

The Plan does not provide any distribution to the holders of
Class 5 Equity Interests in the Debtors.

B) Bayou Management

Holders of Class 1 Priority Non-Tax Claims will be paid in full
while holders of Class 2 Off-Shore Claims will be paid pursuant to
the consummation of a settlement agreement by the Bayou Management
Litigation Trust.

Class 3A Senior General Unsecured Claims will receive
distributions from the Bayou Management Litigation Trust in an
amount equal to the holder's pro rata share.

Subject to the payment in full or reserve of all Allowed
Senior General Unsecured Claims and the deemed partial
disallowance of certain Class 3B Claims, each holder of a
Class 3B General Unsecured Claim -- including all Converted
Class 4 Claims, if any -- will receive distributions from
the Bayou Management Litigation Trust in an amount equal to
the holder's pro rata share.

Class 4 Redeemer Defendant Claims and Class 5 Equity
Interests in the Debtors will receive nothing under the Plan.

                     About Bayou Group

Based in Chicago, Illinois, Bayou Group, LLC, operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).  
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BAYOU GROUP: Court Sets July 11 Disclosure Statement Hearing
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 9:45 a.m. on July 11, 2007, to consider
the adequacy of the disclosure statement describing Bayou Group
LLC and its debtor-affiliates' Joint Chapter 11 Plan of
Reorganization.

Objections, if any, are due on July 6, 2007.

Based in Chicago, Illinois, Bayou Group, LLC, operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).  
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BLUE RIDGE: Moody's Revises Outlook to Developing from Stable
-------------------------------------------------------------
Moody's Investors Service changed the outlook of Blue Ridge Paper
Products, Inc. to developing from stable.  The change in outlook
was prompted by the recent announcement that its parent company,
Blue Ridge Holding Corp., has entered into a definitive merger
agreement to be acquired by Rank Group Limited for an aggregate
consideration of $338 million, subject to certain adjustments.

The following ratings have been assigned a developing outlook:

Blue Ridge Paper Products, Inc.

    * Corporate family rating, B3
    * $125 million 9.5% Secured Notes, B2, LGD3, 41%

The developing outlook reflects the uncertainty as to:

    1) the composition of the company's capital structure post
       the business combination,

    2) the treatment of the current debt as a result of the
       acquisition,

    3) the ultimate corporate structure, and

    4) the anticipated timing of the combination.

Should the transaction change or further details suggest a
different rating or outlook is appropriate, Moody's may change the
outlook or ratings prior to the conclusion of the transaction.  In
the event the merger is terminated, the outlook would likely be
changed to stable.


BRYAN MILLIREN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bryan T. Milliren
        21 High Road
        Newbury, MA 01951

Bankruptcy Case No.: 07-13686

Chapter 11 Petition Date: June 13, 2007

Court: District of Massachusetts (Boston)

Debtor's Counsel: Mark W. Miller, Esq.
                  44 School Street, Suite 710
                  Boston, MA 02108
                  Tel: (617) 248-0530

Estimated Assets: $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

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


BUCKEYE TECH: Moody's Ups Rating to B1 and Holds Stable Outlook
---------------------------------------------------------------
Moody's upgraded Buckeye Technologies, Inc.'s corporate family
rating to B1 from B2 and maintained a stable outlook.  All other
ratings were upgraded by one notch while the unsecured notes were
affirmed at B2.  The upgrade reflects the company's recent
operating performance and aligns the company's ratings with
expected margins and credit metrics over the intermediate term.
More importantly, Moody's believes this level of improvement will
be sustained; therefore, the company's overall rating profile is
more representative of a B1 corporate family rating.

Ratings upgraded:

    * Corporate family rating upgraded to B1 from B2;

    * Probability of default rating upgraded to B1 from B2;

    * $70 million revolving credit facility upgraded to Ba1 from
      Ba2, (LGD2, 10%)

    * $150 million secured term loan upgraded to Ba1 from Ba2,
      (LGD2, 10%)

    * $100 million 9.25% subordinated notes upgraded to B3 from
      Caa1, (LGD5, 84%)

    * $150 million 8.0% subordinated notes upgraded to B3 from
      Caa1, (LGD5, 84%)

Ratings affirmed:

    * $200 million unsecured notes, B2, (LGD3, 48%)

In January of 2005, Moody's affirmed the company's B2 corporate
family rating and highlighted concerns with the company's ability
to sustain improvement in credit metrics.  Moody's stated that the
ratings would likely improve if the company's adjusted leverage
moderates below 5.0x, adjusted interest coverage exceeds 2.0x, and
adjusted retained cash flow to debt surpasses 10% on a sustained
basis.  Over the last few quarters, Buckeye has demonstrated its
ability to sustain these metrics with stable operating
performance, stable cash flows, and lower debt levels.  Therefore
a one notch upgrade to the corporate family rating is warranted at
this time.  Moody's anticipates that the company will continue to
sustain its current credit metrics despite elevated input costs.
The main drivers offsetting the impact of high input costs are the
favorable pricing in the fluff pulp sector, the company's focus on
value-added products to reduce exposure to its commoditized
products, and the expectation that excess free cash flow will be
used to reduce debt.

Buckeye generates debt protection measures that exceed its B1
rating.  The company also has an adequate liquidity profile,
enjoys a strong market position in niche markets within the United
States, and benefits from recent supply/demand discipline in the
chemical cellulose and fluff pulp market.  The ratings also
reflect the benefits provided by recent debt reduction and
restructuring efforts.  At the same time, the ratings are tempered
by the commodity focus and associated pricing volatility of
Buckeye's fluff pulp products, significant competitive pressures,
elevated input costs, and the expectation that organic growth will
continue to be somewhat limited.

The stable outlook reflects Moody's view that management will
continue to focus on increasing the percentage of value-added
products and that the company's EBITDA margins will likely remain
in the mid-teen range as the company continues to lower debt
levels.  As a result, Moody's believes that credit metrics will
continue to support the B1 corporate family rating.  Specifically,
RCF/TD will be above 10% and Debt/EBITDA will remain below 5.0x on
an adjusted basis over the intermediate term.  If the company
improves operating performance due to a greater percentage of
revenues from more value-added products, or the fluff pulp prices
remain at peak levels longer than expected, an upgrade could be
considered.  Currently, factors that are likely to restrict future
ratings improvement are the company's growth potential, high input
costs, and volatile raw material availability.

A sustained deterioration in operating performance or liquidity,
due in part to an unexpected deterioration in fluff pulp pricing,
significant debt-financed acquisitions, or persistently negative
free cash flow would reflect negatively on the ratings or outlook.


C-BASS MORTGAGE: Moody's Puts Ratings on Two Certs. Under Review
----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade two certificates from a transaction issued by C-Bass
Mortgage Loan Asset-Backed Certificates.  The transaction is
backed by second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  These
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: C-Bass Mortgage Loan Asset-Backed Certificates

Review for Possible Downgrade:

    * Series 2006-SL1 Class B-4, current rating Ba1, under review
      for possible downgrade

    * Series 2006-SL1 Class B-5, current rating Ba2, under review
      for possible downgrade


CALPINE CORP: Wants to Use Funds Under $5 Billion Financing
-----------------------------------------------------------
Calpine Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York permission
to use funds under the $5,000,000,000 Replacement Financing and
the Incremental Term Loans and obtain a new letter of credit to
secure Rocky Mountain LLC's obligations to the Colorado Public
Service Company.

Riverside LLC, a non-debtor, indirect wholly owned subsidiary of
Calpine Corporation, owns and operates the Riverside Energy
Center, a 603-megawatt combined-cycle, natural gas-fired power
plant located in Beloit, Wisconsin.  The Riverside Project
delivers electricity to Wisconsin Power and Light pursuant to a
nine-year tolling agreement and provides capacity to Madison Gas
& Electric pursuant to a nine-year power sales agreement.

Currently, Riverside LLC has approximately $372,000,000 of
outstanding debt callable on June 24, 2007, for 102%, David R.
Seligman, Esq., at Kirkland & Ellis, LLP, in New York, tells the
Court.  Riverside LLC's assets, including its 100% ownership
interests in Rocky Mountain, LLC, also a non-debtor subsidiary of
Calpine Corp., and a pledge of 100% ownership interest in
Riverside LLC secure the Existing Riverside Debt.

On the other hand, Rocky Mountain LLC owns and operates a 621-
megawatt power plant located in Keenesburg, Colorado, which
delivers power to Public Service Company of Colorado under a 10-
year power sales agreement.

Rocky Mountain LLC has approximately $240,000,000 of outstanding
debt callable on June 24, 2007, for 102% and an approximately
$28,000,000 letter of credit securing Rocky Mountain Project's
obligations under the Colorado Public Service sales agreement.

The assets of Rocky Mountain LLC and a pledge of 100% of the
ownership interests in Rocky Mountain LLC secure the existing
Rocky Mountain Debt.

As previously reported, the Court has authorized the Debtors to
obtain a $5,000,000,000 refinancing and borrow an additional
$2,000,000 in incremental term loans to refinance the Debtors'
prepetition projects, including the Riverside and Rocky Mountain
Projects.

The Debtors also seek the Court's permission to enter into a
commitment and fee letter, which contemplate, among other things,
payment of fees to Credit Suisse Securities (USA) LLC as arranger
and for certain reimbursement and indemnification arrangements.

The Debtors have sought and obtained the Court's authority to
file the Commitment and Fee letters under seal.  Mr. Seligman
explains that the Commitment and Fee Letters contain sensitive,
confidential commercial information regarding payment of Credit
Suisse's fees that could harm Credit Suisse if disclosed to the
public.

Mr. Seligman contends that the refinancing of the Riverside and
Rocky Mountain Debt will increase the Projects' long-term
profitability.  Through the Refinancing, Mr. Seligman avers, the
Debtors will recognize interest savings of approximately
$11,000,000 per annum.

                    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. 51 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.


CALPINE CORP: Equity Panel Hires Perella as Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Equity Committee of Calpine Corporation and its debtor-
affiliates' permission to retain Perella Wienberg Partners, LP,
as its financial advisors.

As reported in the Troubled Company Reporter on Mar. 6, 2007,
the Official Committee of Equity Security Holders relates that
the Debtors have presented a detailed business plan and are now
conducting detailed due diligence sessions for professionals
only.  The Debtors have also informed their constituents that
they are seeking financings for a plan of reorganization, which
they hope to file by June 2007.

The Equity Committee, thus, believed that the retention of a
financial advisor is necessary for it to effectively fulfill its
fiduciary duties as the representative of the equity security
holders' interests.  The Equity Committee, however, is mindful
of the fees associated with the retention of additional
professionals.

As the Equity Committee's financial advisor, PWP is expected to:

   (a) evaluate the Debtors' assets and liabilities;

   (b) analyze the Debtors' financial and operating statements;

   (c) analyze the Debtors' business plans and forecasts;

   (d) evaluate the Debtors' liquidity, their DIP financing, cash
       collateral usage and adequate protection;

   (e) provide specific valuation or other financial analyses as
       the Equity Committee may require in connection with the
       bankruptcy cases;

   (f) assist and advise the Equity Committee in examining and
       analyzing any potential or proposed strategy for
       restructuring or adjusting the Debtors' outstanding
       indebtedness or overall capital structure;

   (g) advise the Equity Committee on the current state of the
       "restructuring" market and, in particular, the capital
       markets, including access to the capital markets in
       conjunction with the Restructuring;

   (h) render other financial advisory services as may from time
       to time be agreed upon pursuant to a separate written
       agreement by the Equity Committee and PWP; and

   (i) provide testimony in Court, on behalf of the Equity
       Committee, if necessary.

The Equity Committee negotiated with PWP a fee structure, which
provides that any fees payable to PWP will be taken from the
equity shareholders' recovery pursuant to any confirmed
reorganization plan, J.D. Kritser, chairman of the Equity
Committee, tells the Court.

In exchange for its services, PWP will receive:

   (a) a $150,000 non-refundable monthly fee payable from the
       equity security holders' recovery, the accrual of which
       will commence on Jan. 5, 2007, and will continue until
       the Transaction; and

   (b) a transaction fee equal to a percentage of the equity
       security holders' recovery calculated based on the
       Incremental Recovery to Equity in any Transaction.  If the
       Recovery is less than $500,000,000, the Transaction Fee
       will be equal to 0.2% times the Recovery.

The total Transaction Fee and Monthly Fees will not exceed
$40,000,000, Mr. Kritser says.

Derron S. Slonecker, a partner at PWP, assured the Court that
his firm does not represent interests adverse to the Equity
Committee, the Debtors and their estates.  Mr. Slonecker adds
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Calpine Corporation

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

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves.  However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

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.  The Debtors' exclusive period to file chapter 11
plan of reorganization expires on June 20, 2007.  (Calpine
Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORP: Equity Panel Retains Altos Management as Consultant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Equity Security Holders of Calpine
Corporation and its debtor-affiliates authority to retain Altos
Management Partners, Inc., as its energy industry consultant,
nunc pro tunc to May 10, 2007.

As reported in the Troubled Company Reporter on June 8, 2007,
the Equity Committee asserts that it requires the services of
an energy industry consultant, given the release of the Debtors'
modified business plan and the nearing expiration of their
exclusivity period.

Any analysis of the Debtors' business plan and valuation of the
Debtors' assets are dependent on understanding energy costs,
market curves and spark spreads, J.D. Kritser, chairperson of
the Equity Committee, contends.

As the Equity Committee's energy industry consultant, Altos is
expected to:

  (a) analyze the Debtors' proposed asset divestitures, shut
      downs and assumptions;

  (b) analyze the Debtors' proposals to assume or reject
      contracts and leases related to the energy sector;

  (c) analyze the Debtors' forward curves, asset valuations and
      financial models;

  (d) provide input and review of value-creating options of the
      Debtors;

  (e) prepare forecasts of commodity prices in regions where
      the Debtors operate;

  (f) research and review recent market developments influencing
      performance and competitiveness of the Debtors' generation
      assets;

  (g) assess the Debtors' asset and contract portfolio under
      various natural gas scenarios;

  (h) analyze contracts and associated valuation of identified
      contracts;

  (i) assess asset cash flow and value and the Debtors' ability
      to support debt as collateral;

  (j) provide expert testimony in Court, on behalf of the Equity
      Committee, if necessary or as reasonably requested; and

  (k) participate in Equity Committee meetings and conference
      calls, meetings and conference calls with the Debtors' and
      other parties-in-interest and any additional meetings or
      calls, as requested by the Equity Committee.

Altos will be paid in its customary hourly rates:

     Professional                        Hourly Rate
     ------------                        -----------
     Dr. D. Warner North                    $400
     Dr. Dale Nesbitt                       $375
     Dr. Stephen Peck                       $350
     Stergios Marinopolous                  $312
     Bill English                           $262
     Howard Ash                             $262
     Dr. Kenneth Medlock                    $262
     Dr. Carl Nesbitt                       $262
     Ted Forsman                            $250
     Tom Choi                               $250
     Milt Venetos                           $250
     Altos Senior Associate                 $225
     Doug Kaweski                           $200
     Altos Associate                        $150
     Mark Boris                             $137
     Alan Clark                             $137

Altos will also be reimbursed for any of its reasonable out-of-
pocket expenses.

Dale Nesbitt, president of Altos, assures the Court that his firm
does not represent any interest adverse to the Equity Committee,
the Debtors and their estates, and is a "disinterested person" as
the term is defined under Section 101(14) of the Bankruptcy
Court.

Mr. Nesbitt disclosed that from 1998 through 2003, Altos worked
with the Debtors on a number of power plants and other projects.  
From 2003 to 2005, Altos also worked with the Debtors on a number
of natural gas acquisitions and market issues.  According to Mr.
Nesbitt, Altos has completed all work for the Debtors.

Mr. Nesbitt adds that Altos has two claims against the Debtors,
totaling $73,800, for prepetition services.  If the Court
approves the retention application, Mr. Nesbitt says Altos will
waive its Claims.

As part of its normal business practice, Altos customarily
subcontracts other firms.  Mr. Kritser relates that for Altos'
contemplated services to the Equity Committee, Altos will
subcontract certain tasks, including economic, engineering, cost
and technical services, to Black & Veatch Corporation.  The
customary hourly rates for Black & Veatch's professionals range
from $225 to $550.

Fee applications filed by Altos will include fees and expenses
incurred by Black & Veatch as subcontractor to the firm, Mr.
Kritser says.

Stephen Stolze, a managing director of the enterprise management
solutions division of Black & Veatch, assures the Court that his
firm does not represent any interest adverse to the Equity
Committee, the Debtors and their estates, and is a "disinterested
person."

Mr. Stolze disclosed that Black & Veatch has provided services to
several of the Debtors' creditors including Aquila, Inc., Duke
Energy Corporation, the U.S. Environmental Protection Agency, the
cities of Los Angeles, Mankato and Santa Monica, Nevada Power
Company and Portland General Electric Company.

Mr. Stolze adds that Black & Veatch has filed a claim for $81,966
against the Debtors for prepetition services.  Black & Veatch has
sold its claim and anticipates that the sale will be completed
before June 13, 2007.

                    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. 51 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.


CARBIZ INC: April 30 Balance Sheet Upside-Down by $3.9 Million
--------------------------------------------------------------
Carbiz Inc., at April 30, 2007, recorded total assets of
$1,922,316, total liabilities of $5,611,745, and minority interest
of $212,264, resulting in a total stockholders' deficit of
$3,901,693.

The company's April 30 balance sheet also showed strained
liquidity with total current assets of $997,103 and total current
liabilities of $5,589,475.

Total revenue for the first quarter increased by $122,828, or
about 16% to $880,586, compared to the same period last year.

Net income for the three month period ended April 30, 2007 was
$760,173, compared to a net loss of $234,829 for the same period
last year.  While operational results for the period showed
improvement compared to the prior year.  Much of the difference in
net income was the result of the quarterly adjustment in the fair
value of outstanding warrants and other derivative instruments,
which generated a non-cash gain of $678,815.

Also during the quarter, CarBiz closed two funding transactions.
On Feb. 28, 2007, the company sold $2,500,000 of secured
convertible debentures to Trafalgar Capital Specialized Investment
Fund, Luxembourg.  Of this amount, $1,750,000 was released as of
April 30, 2007.  On March 23, 2007, the company entered into a
Loan and Security Agreement with Colossus Capital Fund, L.P. for a
credit facility with a maximum commitment of $10 million, expiring
on March 23, 2011.  The initial amount of the credit facility is
$5 million.  At April 30, 2007, the company had total outstanding
borrowings under the credit facility of $249,000.

A full-text copy of the company's first quarter 2007 results is
available for free at http://ResearchArchives.com/t/s?2104

Carl Ritter, chief executive officer of CarBiz says, "As a result
of the funding transactions, we are well positioned to continue
increasing our auto credit division sales over the next year, and
to accomplish our previously announced plan to expand to 15 CarBiz
auto credit locations by 2010.  At the same time, our software and
consulting business continues to deliver improved results."

                         About CarBiz Inc.

Headquartered in Toronto, Ontario, Canada, CarBiz Inc. (OTCBB:
CBZFF) -- http://www.carbiz.com/-- provides software and services  
for car dealers.  CarBiz's software applications cover finance and
insurance, special financing, leasing, buy here-pay here, traffic
management, and accounting. Related services include software
training and consulting, software applications hosting, and
website design.  CarBiz also offers service contracts and extended
warranties through Heritage Warranty and car loans.  Carbiz serves
more than 3,000 dealers.


CARIBOU RESOURCES: CCAA Protection Extended Until August 31
-----------------------------------------------------------
Caribou Resources Corp. disclosed that on June 14, 2007, it
applied for and was granted an Order which ordered, among other
things, that:

   (a) an extension of the stay of proceedings contained in the
       Initial Order until midnight on August 31, 2007;

   (b) the notice, holding and conduct of meetings of the
       creditors of Caribou for the creditors of Caribou to
       consider, and if thought fit, approve the proposed
       Companies Creditors' Arrangement Act (Canada) Plan;

   (c) the Creditors' Meeting be held on July 30, 2007 at Calgary,
       Alberta; and

   (d) a Caribou shareholders meeting previously scheduled to be
       held on July 9, 2007, will now be held in conjunction with,
       but following the Caribou shareholders meeting scheduled
       for July 30, 2007 to consider and vote on the ABCA

On June 13, 2007 the company, Deloitte & Touche LLP, the Monitor
appointed by the Alberta Court of Queen's Bench, and JED Oil Ltd.
each approved a CCAA Plan of Arrangement and Business Corporations
Act R.S.A. 2000, c. B-9 Plan of Arrangement, with a view to
proceeding with meeting of Caribou's creditors and shareholders
and JED's shareholders for their consideration and approval of
same.

Further details of these meetings and the materials to be
considered at the meetings may be obtained, along with any other
materials filed in these CCAA proceedings, from the Monitor's
website -- http://www.deloitte.ca/-- under the Insolvency and  
Restructuring link.

It is contemplated that if the Plan is approved by the Requisite
Majorities (as defined in the Plan) of the creditors and
shareholders that Caribou will make an application on or about
July 31, 2007 for an Order sanctioning the Plan.

                      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.


CKE RESTAURANTS: Stockholders Approve 2005 Plan Amendments
----------------------------------------------------------
CKE Restaurants, Inc., discloses that at its 2007 Annual Meeting
held on June 11, 2007, stockholders approved certain amendments to
the 2005 Plan.

The company's Board of Directors had unanimously approved the Plan
Amendment on April 17, 2007.

The Plan Amendment modifies the 2005 Plan by:

    * Increasing the total number of shares reserved for issuance
      from 2,500,000 to 5,500,000;

    * Increasing the maximum number of shares of common stock
      which may be issued and sold under incentive stock option
      awards from 2,500,000 shares to 5,500,000 shares;

    * Increasing the maximum number of shares which may be issued
      under all awards of restricted stock, stock units and stock
      awards, in the aggregate, from 750,000 shares to 2,550,000
      shares;

    * Expanding the group of persons potentially eligible to
      receive awards to include nonemployee members of the boards
      of directors of any of the affiliates of the company and
      other nonemployees engaged by the company or any of its
      affiliates in the capacity of a consultant or other service
      provider who the company classifies as independent
      contractors for U.S. tax reporting purposes; and

    * Expressly providing that shares of common stock that are
      used to pay the exercise price of an option, or used to pay
      withholding taxes with respect to an award, or purchased by
      the Company on the open market with the cash tendered for
      the exercise of an option or in payment of any purchase
      price with respect to a restricted stock award, shall remain
      counted against the maximum share limitation and may not be
      made subject to future awards under the 2005 Plan.

Furthermore, for purposes of determining the effect of the
exercise of a stock appreciation right on the foregoing maximum
share limitations, the Company shall count the total number of
shares of common stock covered by such award and not merely the
net shares transferred pursuant to the exercise of the stock
appreciation right, i.e. both (a) the shares of common stock
actually transferred by the Company to the holder of the right
being exercised and (b) the difference between the gross number of
shares covered by the right and the shares actually transferred on
exercise shall be counted against the maximum share limitations
and may not be made subject to future awards under the 2005 Plan.

The 2005 Plan was unanimously approved by the Board of Directors
on March 22, 2005, and approved by the stockholders of the Company
at the Company's 2005 Annual Meeting of Stockholders on June 28,
2005. The purpose of the 2005 Plan is to: (i) further align the
interests of employees and directors with those of the
stockholders of the Company by providing incentive compensation
opportunities tied to the performance of the common stock of the
company and by promoting increased ownership of the common stock
of the company by such individuals; and (ii) advance the interests
of the company and its stockholders by attracting, retaining and
motivating key personnel. The 2005 Plan includes the following
equity compensation awards: (i) incentive stock options; (ii) non-
qualified stock options; (iii) restricted stock awards; (iv)
unrestricted stock awards; (v) stock appreciation rights; and (vi)
stock units.

                      About CKE Restaurants

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

                        *     *     *

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


COINMACH SERVICES: Moody's Places Ratings Under Review
------------------------------------------------------
Moody's Investors Service has placed the ratings of Coinmach
Services Corp. under review for possible downgrade following the
announcement that the company has entered into an agreement to be
acquired by Babcock & Brown Ltd. and a syndicate of investors for
$1.331 billion.  The company's board has already approved the
merger agreement and will soon issue a proxy statement.  Assuming
stockholders approve the agreement and there are no legal
prohibitions, the merger is expected to close sometime in the
third quarter of this year.

These ratings have been placed under review for possible
downgrade:

Coinmach Service Corp.

    * Corporate family rating, B2

    * 11% IDS Sr. Sec. 1st Lien notes due 2024, Caa1, LGD6, 94%

Coinmach Corporation (Subsidiary)

    * Senior secured 1st lien bank facility due 2010 (Rev.), B2,
      LGD3, 45%

    * Senior secured 1st lien bank facility due 2012, B2, LGD3,
      45%

The review for downgrade is prompted by the likelihood of
Coinmach's debt levels escalating as a result of the merger,
although the terms of the financing have not been disclosed.  The
company is already highly levered and a significant increase in
debt would cause pressure on the ratings.  A downgrade would be
highly likely in the event that debt to EBITDA rises above 5.0x,
retained cash flow to debt falls below 7%, or EBITDA minus Capex
to interest falls below 1.5x on a Moody's adjusted basis.

Moody's will look to clarify and review:

    1) the composition of the final capital structure,

    2) the position of current lenders within the new capital
       structure, and

    3) the company's operational and financial strategy under the
       new ownership.

Moody's expects this review to be completed on or prior to the
closing of the transaction.


COMMERCIAL REALTY: Disclosure Statement Hearing Set for July 26
---------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Pennsylvania will convene a hearing on July 26, 2007, to consider
the adequacy of the disclosure statement describing Commercial
Realty and Development Company and its debtor-affiliates' Joint
Chapter 11 Plan of Reorganization.

The Debtors' Plan provides distribution to creditors from proceeds
of any property sale.

Additionally, the Debtors will continue to lease some properties
and the gross amounts of rents will be used to pay:

     a. operating expenses of the leasing business, including
        maintenance and repairs, real estate taxes, and
        management fees; and

     b. expenses from the operation of the hotel, restaurant and
        lounge.

                       Treatment of Claims

Under the Plan, Administrative Claims will be paid in full, in
cash, at closing from the confirmation deposit fund.

Allowed Secured Claim of CSB Bank will be paid in full.  CSB
Bank's claim will be amortized over a period of 20 years with a
balloon payment due in 10 years, and with a fixed annual interest
rate of 6%.  CSB Bank has a secured claim of $1,500,000 as of the
effective date of the Plan.

Deficiency, if any, on the claim of CSB Bank will be paid from the
proceeds of sale of the properties.

Real Estate Taxes Claims will receive quarterly payment over 72
months following the Plan's effective date.

Priority Taxes, and Priority Wages and Commission Claims will be
paid in full in the ordinary course of business and in quarterly
payments over 72 months following the Plan's effective date, plus
future interest at federal treasury rate.

Executory Contracts and Leases Claims will be paid in full at
closing, or as otherwise agreed by the holder.

Holders of General Claims will paid after current expenses are
paid.  The Debtors estimated distribution at 5% in quarterly
payments over 5 years beginning on the first anniversary of the
effective date.

Each holder of Equity Security Interests will retain their
percentage ownership of the Debtors after the Plan is confirmed.

                     About Commercial Realty

Headquartered in St. Marys, Pa., Commercial Realty and Development
Company operates a 59-room hotel and inn, complete with Executive
and VIP Suites.  Its Towne House Inn Dining Room is open to the
public and offers a full country breakfast, luncheon menu and
dinner menu.  

The company and two affiliates -- Towne House Inn Inc. and
Towne House Enterprises Inc. -- sought chapter 11 protection on
November 8, 2006 (Bankr. W.D. Pa. Lead Case No. 06-11436).  
Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, P.C.
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When Commercial Realty sought protection from
its creditors, it listed assets and debts between
$1 million and $100 million.


CSFB HOME: Projected Loss Increase Cues Moody's Ratings' Review
---------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade certificates from three transactions issued by
CSFB Home Equity Mortgage Trust securitizations that closed in
2006.  The transactions are backed by second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  These
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: CSFB Home Equity Mortgage Trust 2006-1

Under Review for Possible Downgrade:

    * Class M-9, Current rating Baa3, under review for possible
      downgrade;

    * Class B-1, Current rating Ba1, under review for possible
      downgrade;

Issuer: CSFB Home Equity Mortgage Trust 2006-3

Under Review for Possible Downgrade:

    * Class M-5, Current rating A1, under review for possible
      downgrade;

    * Class M-6, Current rating A2, under review for possible
      downgrade;

    * Class M-7, Current rating A3, under review for possible
      downgrade;

    * Class M-8, Current rating Baa1, under review for possible
      downgrade;

    * Class M-9, Current rating Baa2, under review for possible
      downgrade;

Downgrade and Review for Possible Downgrade:

    * Class M-10 downgraded from Baa3 to B3 and on review for
      possible further downgrade;

    * Class B-1 downgraded from Ba1 to Caa1 and on review for
      possible further downgrade;

    * Class B-2 downgraded from Ba2 to Caa2 and on review for
      possible further downgrade;

Issuer: CSFB Home Equity Mortgage Trust 2006-4

Under Review for Possible Downgrade:

    * Class M-7, Current rating Baa1, under review for possible
      downgrade;

    * Class M-8, Current rating Baa2, under review for possible
      downgrade;

    * Class M-9, Current rating Baa3, under review for possible
      downgrade;

Downgrade and Review for Possible Downgrade:

    * Class B-1 downgraded from Ba1 to Caa1 and on review for
      possible further downgrade;

    * Class B-2 downgraded from Ba2 to Caa2 and on review for
      possible further downgrade.


CWABS ASSET: Moody's Junks Rating on 2006-SPS1 Class B Certs.
-------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade numerous certificates from transactions issued
by CWABS Asset-Backed Certificates Trust.  The transactions are
backed by second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  The
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
level, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: CWABS Asset-Backed Certificates Trust

Review for Possible Downgrade:

    * Series 2006-SPS1 Class M-3, current rating Aa3, under
      review for possible downgrade

    * Series 2006-SPS1 Class M-4, current rating A1, under review
      for possible downgrade

    * Series 2006-SPS1 Class M-5, current rating A2, under review
      for possible downgrade

    * Series 2006-SPS2 Class M-9, current rating Baa3, under
      review for possible downgrade

    * Series 2006-SPS2 Class B, current rating Ba1, under review
      for possible downgrade

Downgrade and Review for Possible Downgrade:

    * Series 2006-SPS1 Class M-6, downgraded from A3 to Baa2 and
      on review for possible further downgrade

    * Series 2006-SPS1 Class M-7, downgraded from Baa1 to Ba1 and
      on review for possible further downgrade

    * Series 2006-SPS1 Class M-8, downgraded from Baa2 to B2 and
      on review for possible further downgrade

    * Series 2006-SPS1 Class M-9, downgraded from Baa3 to Caa3
      and on review for possible further downgrade

Downgrade:

    * Series 2006-SPS1 Class B, downgraded from Ba1 to C


DAY INTERNATIONAL: Moody's Withdraws Low-B Ratings
--------------------------------------------------
Moody's Investors Service withdrew the long-term debt ratings of
Day International Group, Inc. following the acquisition of the
company by Flint Group and the refinancing of the rated
facilities.

These ratings are affected:

    * The B1 Corporate Family Rating;

    * The B1 Probability of Default Rating;

    * The Ba3 (LGD3, 34%) rated $25 million senior secured
      revolver due 2011;

    * The Ba3 (LGD3, 34%) rated $186 million senior secured
      term B loan due 2012;

    * The Ba3 (LGD3, 34%) rated Euro term loan;

    * The B3 (LGD5, 86%) rated $114 million senior secured second
      lien term loan due 2013;

    * The B3 (LGD6, 98%) rated $52 million 12.25% senior
      exchangeable preference stock due 2010.


DELPHI CORP: Inks Pact Selling Mexican Brake Plant to Robert Bosch
------------------------------------------------------------------
Delphi Corporation said that two of its subsidiaries have entered
into an asset sale and purchase agreement with Robert Bosch LLC
and its affiliate Frenados Mexicanos, S.A. de C.V., for the sale
of their brake components business, including a manufacturing
plant in Saltillo, Mexico.

Pursuant to the procedures outlined in the Bankruptcy Code, the
company filed a motion Friday with the U.S. Bankruptcy Court for
the Southern District of New York to request a bidding procedures
hearing on June 26, 2007.

Following the completion of the bidding procedure process, a final
sale hearing is anticipated to be set for July 19, 2007.  The
final sale of the plant is subject to the approval of the Court.

As outlined in the court filing, the $15 million asset sale and
purchase agreement between Delphi and Bosch includes:

    -- purchase of land;
    -- transfer of facility lease;
    -- machinery and equipment; and
    -- Assignment and assumption of certain contracts.
    
Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional headquarters
in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.  The Debtors'
exclusive plan-filing period expires on July 31, 2007.


DOLE FOOD: High Financial Leverage Cues Fitch to Affirm Ratings
---------------------------------------------------------------
Fitch has affirmed the ratings of Dole Food Company, Inc., Solvest
Ltd. and Dole Holding Company, LLC., as:

Dole Food Company, Inc. (Operating Company)

    -- Issuer Default Rating 'B-';
    -- Secured asset-based revolving facility 'BB-/RR1';
    -- Secured term loan B 'BB-/RR1';
    -- Senior unsecured debt 'CCC+/RR5'.

Solvest Ltd. (Bermuda-based Subsidiary)

    -- Issuer Default Rating 'B-';
    -- Secured term loan C 'BB-/RR1'.

Dole Holding Company, LLC (Intermediate Holding Company)

    -- Issuer Default Rating 'B-'.

This rating action affects Dole's approximately $2.4 billion in
consolidated debt as of the quarter ended March 24, 2007.

The Rating Outlook is Negative.

Dole's ratings reflect the company's high financial leverage and
Fitch's view that significant credit risk is present but that a
limited margin of safety remains.  Dole is able to meet its
financial commitments but two consecutive years of declining
operating performance has limited the company's financial
flexibility.  Transportation and packaging costs represent an
estimated 40% of the company's cost structure; therefore,
continued heightened bunker fuel and containerboard costs are
pressuring profitability.  In addition, there are no near term
changes expected for the current European Union (EU) banana tariff
structure.  Since the 135% increase in EU banana tariffs was
implemented on Jan 1, 2006, Dole's operating EBITDA margin has
declined 180 basis points to 4.6%.

On Mar 24, 2007, Dole had approximately $97 million of cash and
$135 million available on its $350 million asset-based revolver
which expires in 2011.  Annual maintenance capital expenditures
are estimated at $75 million and gross interest expense is roughly
$175 million.  There are no significant near term maturities until
2009 when $364 million becomes due.  During the past 12 months,
Dole completed approximately $60 million in asset sales.

The ratings consider Dole's leading worldwide market position, its
strong global brand, favorable consumption trends for fruits and
vegetables and the considerable net worth of its owner - David H.
Murdock.  These positives are weighed against the lower margin
commodity orientation of its products and the substantial risk
associated with its foreign operations.

Dole's credit protection measures remain weak for the 'B' rating
category. For the latest twelve month (LTM) period ended Mar 24,
2007, cash flow from operations was $83 million; down over 60%
since Dec. 31, 2004.  For the same time periods, leverage (defined
as total debt-to-operating EBITDA) was 8.4 times (x); up from 4.0x
and interest coverage (defined as operating EBITDA-to-gross
interest expense) was 1.6x; down from 3.0x.

As of Mar 24, 2007, Dole was in compliance with all of its debt
covenants.  Significant covenants include a minimum quarterly
fixed-charge coverage requirement of 1.0x and a limitation on the
incurrence of additional debt if total leverage exceeds 5.5x.  
Dole has not required waivers since its April 12, 2006 debt
refinancing.

Dole's Negative Rating Outlook is reflective of its continued
challenging operating environment.  Fitch does not anticipate
significant additional margin deterioration.  In the near term,
operating performance stabilization is predicated on Dole's
ability to successfully control fuel cost with hedging or
surcharges and the absence of higher tropical storm related
production costs.

Resolution of the Negative Outlook could occur with stabilization
in operating performance and moderate debt reduction, funded with
proceeds from asset sales.  Due to the seasonality of the fresh
produce business, near term evidence of stabilization is expected.  
Additional downgrades of Dole's ratings are possible if there is
no noticeable improvement in the company's credit measures or if
there is a material change in the company's capital structure.

Dole Food Company is the world's largest producer of fresh fruit,
fresh vegetables, and fresh-cut flowers.  Approximately 55% of
Dole's $6.2 billion in annual revenue is generated from outside of
the United States.  Dole's operations are fully integrated with
the vast majority of growing, harvesting, processing and packaging
done in South America and the Far East.  56% of Dole's tangible
assets are outside of the United States. Dole's four operating
segments and their 2006 contribution to revenue are Fresh Fruit
(65%), Fresh Vegetables (17%), Packaged Foods (15%) and Fresh-Cut
Flowers (3%).  Operating profit for Fresh Fruit was $108.3 million
and for Packaged Foods was $91.4 million in 2006.  Fresh
Vegetables lost $7.3 million and Fresh-Cut Flowers lost $57
million during the same period. Dole Foods is 100% owned by its
Chairman, David H. Murdock.


DYNEA CANADA: Moody's Puts Corporate Family Rating at B2
--------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Dynea Canada Ltd., a North American producer of formaldehyde
resins and paper overlays.

In addition, Moody's assigned these ratings to the company's
proposed debt offerings: $20 million senior secured first lien
revolver and $200 million senior secured first lien term loan at
Ba3, and $30 million senior secured second lien term loan at B3.

Proceeds from the debt offering, combined with approximately
$15 million of straight equity and $140 million of levered equity
capital contributions from Teachers' Private Capital, will be used
to acquire the business from Dynea Chemicals Oy for
$350 million, representing a 6.7x EBITDA multiple.

The additional funds will provide roughly $20 million of cash on
the balance sheet at the closing and cover fees and expenses.  The
transaction is expected to close in mid-July 2007.  The rating
outlook is stable.  This is the first time Moody's has rated the
debt of Dynea Canada Ltd.

Assignments:

Issuer: Dynea Canada Ltd.

    * First Lien Guaranteed Senior Secured Revolving Credit
      Facility, Assigned Ba3, LGD2 - 28%

    * First Lien Guaranteed Senior Secured Term Loan,
      Assigned Ba3, LGD2 - 28%

    * Second Lien Guaranteed Senior Secured Term Loan,
      Assigned B3, LGD4 - 61%

The B2 corporate family rating reflects Dynea's high leverage with
expected Debt/EBITDA of 7.2x and Debt/Capital of 95% at the
closing of the transaction, based on Moody's adjusted financial
metrics, limited product diversity, significant exposure to the
housing and remodeling markets in North America, exposure to
volatile raw materials, and the need to improve its accounting
system to provide detailed information by customer and product to
management.  The ratings are supported by Dynea's solid operating
performance in 2006 and in the first quarter of 2007, its position
as one of the three largest producers of formaldehyde resins in
North America, its leading market position in overlays, the
regional characteristics of this business, its broad operational
footprint, and the ability to expand its specialty products and
applications.  The key rating factors for the company are
management strategy, financial strength and business profile.

While the vast majority of the company's resin products are
commodity or quasi-commodity in nature, competition is limited due
to low product prices relative to shipping costs and short product
shelf lives.  However, given the severe downturn in the housing
and remodeling markets, as well as the substantial decline in
oriented strand board prices, resin volumes and margins could
materially decline from current levels as customers scale back
production further and seek to reduce raw material costs and the
formaldehyde resin industry's capacity utilization rate declines.
Dynea's new Sexsmith, Alberta plant, which in Moody's opinion is a
good long-term investment, will likely add to the short term over-
supply situation in the industry.

The stable outlook reflects Moody's base case expectation that the
current downturn in the housing and remodeling markets will not
result in a sustained reduction in margins and cause operating
cash flow to remain below $20 million.  Additionally it assumes
that Dynea will not meaningfully increase debt nor pursue
significant acquisitions in the near term and that credit metrics
will moderately improve in 2008 and 2009.  The outlook also
reflects our anticipation that Dynea will encounter minimal
problems as it transitions to a stand-alone company outside of DC
Oy and be able to maintain its current market share with key
customers.  If the company is able to increase EBITDA above $60
million on a sustained basis over the next 12-18 months, we will
assess the appropriateness of a higher corporate family rating.
Conversely, the rating could be lowered if the company were to
experience a more severe industry downturn, face unforeseen
operational difficulties, or were free cash flow to be negative by
more than $15-20 million during the first year of operation.


FIRST FRANKLIN: Moody's Puts Ba1 Rating Under Review
----------------------------------------------------
Moody's Investors Service has placed on review one class of
certificates from a transaction issued by First Franklin Mortgage
Loan Trust in 2006.  The transaction is backed by closed-end
subprime second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for the certificate.  The class
of certificates is being placed on review for possible downgrade
based on the fact that the bond's current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating action is:

Issuer: First Franklin Mortgage Loan Trust

Review for Possible Downgrade:

    * Series 2006-FFB, Class B1, Current rating Ba1, under review
      for possible downgrade.


FREMONT HOME: Moody's Cuts Rating on SL-M-9 Certs. to Ca from C
---------------------------------------------------------------
Moody's downgrades and places on review for possible downgrade
certain certificates from the Fremont Home Loan Trust 2006-B
transaction
  
Moody's Investors Service has downgraded and maintained on review
for possible further downgrade certificates from a transaction
issued by Fremont Home Loan Trust.  The transaction is backed by
sub-prime second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  These
certificates are being downgraded and maintained on review for
possible further downgrade based on the fact that the bonds'
current credit enhancement levels, including excess spread, may be
too low compared to the current projected loss numbers at the
current rating level.

Complete rating actions are:

Issuer: Fremont Home Loan Trust

Downgrade:

    * Series 2006-B Class SL-M-9, Downgraded from Ca to C

Downgrade and Review for Possible Downgrade:

    * Series 2006-B Class SL-A, Downgraded from Aaa to Aa2 and on
      review for possible further downgrade

    * Series 2006-B Class SL-M1, Downgraded from Aa1 to A1 and on
      review for possible further downgrade

    * Series 2006-B Class SL-M2, Downgraded from Aa2 to A2 and on
      review for possible further downgrade

    * Series 2006-B Class SL-M3, Downgraded from Aa3 to Baa2 and
      on review for possible further downgrade

    * Series 2006-B Class SL-M4, Downgraded from A1 to Baa3 and
      on review for possible further downgrade

    * Series 2006-B Class SL-M5, Downgraded from A2 to Ba1 and on
      review for possible further downgrade

    * Series 2006-B Class SL-M6, Downgraded from A3 to B3 and on
      review for possible further downgrade

    * Series 2006-B Class SL-M7, Downgraded from B3 to Caa1 and
      on review for possible further downgrade

    * Series 2006-B Class SL-M8, Downgraded from Caa2 to Ca and
      on review for possible further downgrade


GEORGE VENTZ: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: George A. Ventz
        Donna J. Ventz
        347 9th Street
        Surf City, NJ 08008

Bankruptcy Case No.: 07-18333

Chapter 11 Petition Date: June 13, 2007

Court: District of New Jersey (Trenton)

Debtor's Counsel: Lee D. Gottesman, Esq.
                  509 Main Street, P.O. Box 1508
                  Toms River, NJ 08754-1508
                  Tel: (732) 914-1055

Total Assets: $2,610,561

Total Debts:  $2,050,735

Debtor's List of Seven Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
B.B.&T.                     mortgage loan;            $217,415
P.O. Box 2027               value of collateral:
Greenville, SC 29602        $200,500

Wells Fargo                 mortgage loan;            $204,800
P.O. Box 7648               value of collateral:
Boise, ID 83707             $9,800

Bank of America             mortgage loan;            $203,831
475 Crosspoint Parkway      value of
Getzville, NY 14068         collateral:
                            $168,000

Wells Fargo Home Mortgage   mortgage loan;            $195,179
MACX2501-01-H               value of
1 Home Campus               collateral:
Des Moines, IA 50328        $168,000

Internal Revenue Service                               $35,390

New Jersey Division of                                  $4,841
Taxation

Passaic Emergency           goods and services            $118
Physicians, P.A.


GLOBEL DIRECT: Court Grants CCAA Protection
-------------------------------------------
Globel Direct, Inc. said that for the past several months, it has
been in default under secured debentures with its major lenders,
Quorum Secured Equity Trust, and Express Commercial Services Inc.

Accordingly, the company has been negotiating with those lenders
to effect an outside financing to augment working capital in
concert with the improvements Globel has achieved of late and to
cure these defaults.  The parties were unable to reach an
agreement on such financing and default notices were received by
the company from both lenders, Quorum's dated June 1, 2007 and
Express's dated June 4, 2007.

As a result, on June 12, 2007, Globel applied for, and was
granted, a court order protection under the Companies Creditors
Arrangement Act.

The company has organized DIP financing to permit it to carry on
business in the ordinary course during the restructuring period,
including providing uninterrupted service to customers, paying for
goods and services supplied after the date of the Order and the
on-going payment of wages and benefits to employees.

"Although this process was not our first choice", says J.R.
Richardson, "it gives us time to reorganize our operations and
hold talks with our major stakeholders.  While this protection is
in place, creditors are prevented from taking any action against
the Company and we can continue to provide uninterrupted service
to our clients.  Our restructuring to this point has allowed the
Company to achieve profitability and we want to ensure that we
continue with that momentum."

The Order has also approved the appointment of KPMG Inc. to act as
the company's monitor in the CCAA proceedings.

Globel Direct Inc. -- http://www.globel.com/-- (TSX VENTURE:GBD)
provides business communications solutions that help organizations
inform, educate, service and attract customers more effectively
and efficiently.  The company's solutions integrate its expertise
in out-sourced marketing, billing, customer support and
fulfillment with specialized equipment, proven technologies, and a
multi-site delivery infrastructure that enables its clients to
target the right audience, in the right format, at the right time
and at the right price.


GSAMP MORTGAGE: Moody's Junks Rating on 10 Certificate Classes
--------------------------------------------------------------
Moody's downgrades, reviews for possible downgrade and confirms
the rating of thirty-three certificates from five GSAMP Mortgage
deals from 2006
  
Moody's Investors Service has downgraded, placed under review for
possible downgrade, and confirmed the rating of certain
certificates from five GSAMP Trust deals, issued in 2006.  The
transactions consist of subprime second-lien fixed-rate loans.  
The primary originators on the five transactions are Fremont
Investment & Loans, IndyMac Bank F.S.B, Long Beach Mortgage
Company, and New Century Mortgage Company.

The thirty-two certificates from the five transactions have been
downgraded and placed on review for possible downgrade because
existing credit enhancement levels are low given the current
projected losses on the underlying pool.  The pools of mortgages
have seen a spike in losses in recent months with high loss
severity. In the GSAMP 2006-S2 and 2006-S4 transactions future
loss could cause a more significant erosion of the
overcollateralization and a loss for the subordinated classes as
reflected in the ratings.  In the GSAMP 2006-S3 and 2006-S5
transactions the M-7, B-1 and B-2 certificates are completely
written-down and the M-6- certificates have begun to take write-
downs.  Also, in the GSAMP 2006-S1 transaction the B-2 took a
write-down in the May reporting period.

In addition, we have confirmed the rating of the A-1 tranche in
the 2006-S5 transaction because the credit enhancement levels,
including excess spread, are sufficient compared to the current
projected loss numbers for the current rating level.

Complete rating actions are as follows:

Issuer: GSAMP Trust

Downgrades:

    * Series 2006-S1; Class M-6, downgraded to Ca from Baa3;
    * Series 2006-S1; Class B-1, downgraded to C from Ba1;
    * Series 2006-S1; Class B-2, downgraded to C from Caa2;
    * Series 2006-S2; Class M-7, downgraded to Caa2 from B3;
    * Series 2006-S2; Class B-1, downgraded to C from Caa3;
    * Series 2006-S3; Class M-4, downgraded to C from Ba3;
    * Series 2006-S3; Class M-5, downgraded to C from Caa1;
    * Series 2006-S3; Class M-6, downgraded to C from Ca;
    * Series 2006-S5; Class A-2, downgraded to Aa1 from Aaa;
    * Series 2006-S5; Class M-5, downgraded to C from B3;
    * Series 2006-S5; Class M-6, downgraded to C from Ca.

Downgrade and Review for Possible Downgrade:

    * Series 2006-S1; Class M-5, downgraded from Baa2 to B3 and
      on review for possible further downgrade;

    * Series 2006-S3; Class M-1, downgraded from Aa2 to A2 and on
      review for possible further downgrade;

    * Series 2006-S3; Class M-2, downgraded from Aa3 to Baa3 and
      on review for possible further downgrade;

    * Series 2006-S3; Class M-3, downgraded from A2 to B3 and on
      review for possible further downgrade;

    * Series 2006-S5; Class M-1, downgraded from Aa2 to A2 and on
      review for possible further downgrade;

    * Series 2006-S5; Class M-2, downgraded from Aa3 to A3 and on
      review for possible further downgrade;

    * Series 2006-S5; Class M-3, downgraded from A2 to Ba1 and on
      review for possible further downgrade;

    * Series 2006-S5; Class M-4, downgraded from Ba1 to B2 and on
      review for possible further downgrade.

Review for Possible Downgrade:

    * Series 2006-S1; Class M-3, current rating A3, under review
      for possible downgrade;

    * Series 2006-S1; Class M-4, current rating Baa1, under
      review for possible downgrade;

    * Series 2006-S2; Class M-1, current rating Aa2, under review
      for possible downgrade;

    * Series 2006-S2; Class M-2, current rating Aa3, under review
      for possible downgrade;

    * Series 2006-S2; Class M-3, current rating A2, under review
      for possible downgrade;

    * Series 2006-S2; Class M-4, current rating A3, under review
      for possible downgrade;

    * Series 2006-S2, Class M-5, current rating Ba1, under review
      for possible downgrade;

    * Series 2006-S2, Class M-6, current rating Ba3, under review
      for possible downgrade:

    * Series 2006-S3; Class A-1, current rating Aaa, under review
      for possible downgrade;

    * Series 2006-S3; Class A-2, current rating Aaa, under review
      for possible downgrade;

    * Series 2006-S3, Class A-3, current rating Aaa, under review
      for possible downgrade;

    * Series 2006-S4; Class B-1, current rating Ba1, under review
      for possible downgrade;

    * Series 2006-S4, Class B-2, current rating Ba2, under review
      for possible downgrade.

Confirmed:

    * Series 2006-S5, Class A-1, current rating Aaa confirmed.


HEXION SPECIALTY: Further Amends Senior Secured Credit Facility
---------------------------------------------------------------
Hexion Specialty Chemicals Inc. has amended its second amended and
restated senior secured credit facility in order to reduce the
interest rates applicable to borrowings of term loans by 0.25%.  

Also, the company funded incremental term loans under its second
amended and restated credit agreement in the aggregate amount of
$200 million in the form of new tranche C-5 term loans made in
U.S. dollars and new tranche C-6 term loans made in euros.

The proceeds of the incremental term loans will be used to
acquire, directly or indirectly, the assets or equity interests of
the German resins and formaldehyde business of Arkema GmbH
expected to close in the third quarter 2007, to pay all fees and
expenses in connection therewith and for general corporate
purposes.

The Incremental Credit Facility will mature on May 5, 2013.  In
addition, the second amended and restated credit agreement was
changed to increase the amount of incremental borrowings it may
make under its facility from $200 million to $300 million, net of
the incremental amount borrowed.

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. -
http://www.hexion.com/-- serves the global wood and industrial  
markets through a broad range of thermoset technologies, specialty
products and technical support for customers in a diverse range of
applications and industries.  Hexion Specialty Chemicals is owned
by an affiliate of Apollo Management, L.P.  The company has
locations in China, Australia, Netherlands, and Brazil.  Hexion
had
2006 sales of $5.2 billion and employs more than 7,000 associates.

                           *     *     *

As reported in the Troubled Company Reporter on June 1, 2007,
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on Hexion Specialty Chemicals Inc.'s senior secured first-
lien bank credit facilities, including a proposed $200 million
add-on to its existing term loan, and a proposed $10 million
add-on to its existing synthetic letter of credit facility.


HOME EQUITY: Moody's Places Ba1 Rating Under Review
---------------------------------------------------
Moody's Investors Service has placed on review two classes of
certificates from a transaction issued by Home Equity Mortgage
Trust in 2006.  The transaction is backed by closed-end second
lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  The
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: Home Equity Mortgage Trust

Review for Possible Downgrade:

    * Series 2006-5, Class M-9, Current rating Baa3, under review
      for possible downgrade;

    * Series 2006-5, Class B-1, Current rating Ba1, under review
      for possible downgrade.


INDYMAC HOME: Moody's Junks Ratings on Two Certificate Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade five certificates from the IndyMac Home Equity
Mortgage Loan Asset-Backed Trust, INDS 2006-A securitization. The
transaction is backed by second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  These
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, INDS
2006-A

Under Review for Possible Downgrade:

    * Class M-8, Current rating Baa1, under review for possible
      downgrade;

    * Class M-9, Current rating Baa3, under review for possible
      downgrade;

    * Class M-10, Current rating Baa3, under review for possible
      downgrade;

Downgrade and Review for Possible Downgrade:

    * Class B-2 downgraded from Ba1 to Caa1 and on review for
      possible further downgrade;

    * Class B-3 downgraded from Ba2 to Caa2 and on review for
      possible further downgrade.


INDYMAC HOME: Moody's Reviews Ratings on Three Certificates
-----------------------------------------------------------
Moody's Investors Service has placed on review three classes of
certificates issued by IndyMac Home Equity Mortgage Loan Asset-
Backed Trust, INDS 2006-1.  The transaction is backed by closed-
end second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  The
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, INDS
2006-1

Review for Possible Downgrade:

    * Class B-1, Current rating Baa3, under review for possible
      downgrade;

    * Class B-2, Current rating Ba1, under review for possible
      downgrade;

    * Class B-3, Current rating Ba2, under review for possible
      downgrade.


ISHMAEL KRAUSS: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ishmael Ira Krauss
        4922 Caribbean Drive
        Benton, AR 72019

Bankruptcy Case No.: 07-13145

Chapter 11 Petition Date: June 13, 2007

Court: Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Basil V. Hicks, Jr.
                  P.O. Box 5670, North
                  Little Rock, AR 72119-5670
                  Tel: (501) 301-7700
                  Fax: (501) 301-7999

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Fremont Investment & Loan   6519 Carribean Drive      $440,000
Customer Service R.L.S.C.   Benton, AR 72019
P.O. Box 19030
San Bernardino, CA
92423-9030

                            109 Waters Edge           $370,000
                            Hot Springs, AR

                            6519 Carribean Drive      $110,000
                            Benton, AR 72019;
                            value of senior
                            lien: $440,000

                            2610 Timbermist           $106,250
                            Benton, AR 72015



Washington Mutual Bank      2020 Pleasant Point       $166,354
Customer Service            Bryant, AR 72022
P.O. Box 100576
Florence, SC 29501-0576

                            1903 Izard, Little        $143,264
                            Rock, AR

                            Suite 4, Park Drive        $29,913
                            Bryant, AR; value
                            of senior lien:
                            $119,241

America's Servicing Co.     4922 Caribbean            $390,000
P.O. Box 10328              Drive, Benton,
Des Moines, IA 50306-0328   AR 72019; value
                            of senior lien:
                            $73,000

                            4102 Ginger               $135,000
                            Benton, AR 72019

Select Portfolio Servicing  327 River Street          $166,500
Customer Service            Benton, AR 72015

Option One Mortgage         3910 Winterlake           $131,000
                            Drive, Benton,
                            AR 72015

Bill McElwee                default judgment           $26,000

Internal Revenue Service    2005 taxes                  $7,777

Department of Finance &     2004 & 2005 taxes           $2,278
Administration

Wal-Mart                    credit card                   $983
                            purchases

Capital One                 credit card                   $815
                            purchases

Aspire                      credit card                   $720
                            purchases
                            
Orchard Bank                credit card                   $558
                            purchases


JACQUES VON SPEYER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jacques Von Speyer
        dba Deerfalls Property
        fka Jacques Von Spiro
        aka Baron Jacques Von Speyer
        dba Deerfalls Construction
        dba Deerfalls Interiors
        4580 Klahanie Drive Southeast
        Issaquah, WA 98029

Bankruptcy Case No.: 07-12668

Chapter 11 Petition Date: June 11, 2007

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Shelly Crocker, Esq.
                  Crocker, Kuno, Ostrovsky, L.L.C.
                  720 Olive Way, Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894

Total Assets: $9,473,320

Total Debts:  $4,658,562

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Wells Fargo Bank            credit card                $27,000
c/o Bradley B. Jones        purchases
5400 California Avenue,
Southwest
Seattle, WA 98136

Pacific Credit Union        consumer loan              $13,800
2030 Airport Way South
Seattle, WA 98134

American Express            credit card                 $9,030
P.O. Box 650448             purchases
Dallas, TX 75265-0448

City of Bonney Lake         utilities                   $8,420

H.F.C.                      credit line                 $7,000

Trinity Gate and Door Co.   services                    $5,300

P.S.E.                      utilities                   $5,200

Mayo Medical Center         medical                     $5,105
                            services/
                            expenses

Adam Stephens               contract work               $5,000

City of Enumclaw            utilities                   $4,210

Craig Shultz                professional                $4,000
                            services

Piper Hale                  landscape                   $3,614
                            services

Farmers Insurance           commercial                  $3,600
                            properties

First Premier Bank          credit card                 $2,760
                            purchases

Capital One Mastercard      credit card                 $1,430
                            purchases

Swedish Medical Center      medical                     $1,141
                            services/
                            expenses

Butler Valet, Inc.          services                      $840

Capital One Mastercard      credit card                   $680
                            purchases

Enumclaw Courier-Herald                                   $580

Sandi's Signs                                             $471


L-3 COMMS: Fitch Holds Ratings and Revises Outlook to Stable
------------------------------------------------------------
Fitch Ratings has affirmed these ratings of L-3 Communications
Holdings, Inc. and its wholly-owned subsidiary L-3 Communications
Corporation:

L-3 Communications Holdings, Inc.

    -- Issuer Default Rating at 'BB+';
    -- Contingent Convertible at 'BB'.

L-3 Communications Corporation

    -- Issuer Default Rating at 'BB+';
    -- Revolving Credit Facility at 'BBB-';
    -- Term Loan Facility at 'BBB-';
    -- Senior subordinated debt at 'BB'.

Approximately $4.5 billion of debt is affected by the ratings.

The Rating Outlook has been revised to Stable from Negative.  The
outlook revision is based on LLL's improved credit metrics, less
than expected acquisition spending in the past twelve months, and
a successful management transition after the former CEO's death in
June 2006.  The outlook incorporates expectations for small-to-
medium sized acquisitions and other cash deployment actions funded
with free cash flow.

The ratings reflect LLL's solid organic revenue growth, strong
free cash flow, margin levels, high levels of defense spending,
and LLL's diverse portfolio of products and services that is in
line with growing DoD and Department of Homeland Security
requirements.  Concerns center on the possibility of debt-financed
acquisitions, a shareholder focused cash deployment strategy,
several outstanding legal issues, and some uncertainty regarding
defense spending trends, particularly with respect to supplemental
budgets.  There is also some uncertainty regarding LLL's linguist
contract (LLL's largest contract), but Fitch does not consider
this to be a significant credit issue at this time.

As of March 31, 2007, LLL had a liquidity position of
approximately $1.3 billion, consisting of $387 million of cash and
$923 million of revolving credit facility availability.  Credit
facility availability declined in April due to the issuance of a
$139 million letter of credit related to a litigation judgment.  
With no long term debt maturities before 2010, LLL's capital
structure provides the company with significant financial
flexibility.

LLL's credit metrics have improved in the past year as a result of
higher revenues and steady debt levels.  Leverage as defined by
Debt to EBITDA and adjusted debt to EBITDAR, was 2.8 times (x) and
3.3x, respectively, for the twelve months ending March 31, 2007,
an improvement from 3.8x and 4.2x, respectively, for full year
2005.

LLL continues to generate strong free cash flow (cash from
operations less capital expenditures and dividends) as a result of
strong revenue growth and working capital discipline.  In 2006 and
2005, LLL generated free cash flow of $826 million and $668
million, respectively, after discretionary pension contributions
of $76 million and $40 million.  Fitch expects LLL's free cash
flow to exceed $875 million in 2007.

LLL's acquisition spending has decreased in the past twelve months
as a result of a sharper focus on internal operations and high
valuations in the market. A cquisition spending peaked in 2005 at
$3.4 billion (including the Titan acquisition) and totaled
approximately $940 million in 2006. However, LLL made only $218
million of acquisitions in the second half of 2006, and it has
announced only two bolt-on transactions in 2007.  Fitch expects
acquisition spending will continue to be a focus of LLL's cash
deployment strategy, but small and mid-size targets are likely to
be the objective.  In Fitch's opinion, the likelihood of a large,
debt-funded transaction has decreased, but LLL retains the
financial flexibility to execute a large transaction if one
becomes available.

Other than acquisitions, LLL's cash deployment strategy is
increasingly shareholder focused.  The company announced its first
share repurchase program ($500 million) in December of 2006, with
the expectation of accomplishing it over two years.  The purpose
of the program is to offset share dilution from options and 401-K
contributions made in stock, and as of the end of the first
quarter LLL had repurchased $175MM under the program.  LLL also
increased its dividend by 50% in 2006 and increased it by another
33% in early 2007, which should result in payments of about $125MM
annually. Fitch expects that LLL will continue to make
discretionary contributions to its pension plans, which were $360
million underfunded (78% funded) at the end of 2006.  In addition,
LLL could be required to pay $129 million in 2007 or 2008 for its
loss on the OSI lawsuit if its appeal is unsuccessful.

LLL generates more than 80% of its revenues from U.S. defense and
security spending, and high levels of U.S. defense spending
continue to support LLL's ratings.  These high spending levels
have driven LLL's strong organic growth rates, including 9.3%
organic growth in 2006 and 9.1% organic growth in the first
quarter of 2007.  Record orders in the first quarter indicate
continued strong organic growth rates in the remainder of 2007.

Fitch continues to have some concerns regarding future budgetary
constraints and/or shifts within the defense budget.  Large
platforms are obvious targets for stretching production and/or
reducing quantities ordered.  However, LLL's diverse contract
portfolio mitigates some of the potential risks. Fitch also
believes that LLL's growing portfolio of services is in line with
the DoD's outsourcing goals and its products are also in line with
DoD objectives.

The loss of revenues that could result from lower supplemental
budgets after an end to the conflicts in Iraq and Afghanistan is
also a concern, but the impact would not be immediate as Fitch
expects that resetting equipment to combat status could take up to
four years.  This lag should allow LLL to adjust to changes in
resultant funding.  Fitch also believes that some of the funding
for these conflicts may be shifted to homeland security, where LLL
is well positioned. Related to the operations in Iraq and
Afghanistan, LLL's linguists contract (LLL's largest contract at
just under 5% of revenues) with the U.S. Army continues to create
some uncertainty in LLL's financial outlook.  However, Fitch does
not expect the ultimate loss of this contract would affect LLL's
ratings due to the relatively low margins on the contract and
likely organic growth in other areas that would offset most of the
linguist revenues.

LLL faces several outstanding legal issues.  In May 2006, OSI
Systems, Inc. was awarded $126 million for litigation with LLL
regarding a contract to sell assets to OSI.  LLL is appealing the
verdict, but it could pay the judgment in 2007 or 2008 if the
appeal is unsuccessful.  An LLL subsidiary remains under criminal
investigation by the Army related to manufacturing deficiencies of
a component supplied by a vendor and the subsidiary's actions when
it became aware of the potential problem.  LLL is cooperating
fully with this investigation and Fitch does not expect the
outcome to have a material impact on the firm.  Another subsidiary
is in litigation regarding the conversion of 747 aircraft to
freighter configuration.  Kalitta Air is claiming $235 million in
damages.  LLL believes that it not only has solid defenses but
also that Kalitta has recovered sufficient compensation from other
parties.  LLL's insurance carrier has accepted defense in the
matter, but has reserved the right to dispute its obligations in
the event of an adverse result.

In the second quarter of 2006, LLL took a $39 million charge as
the result of a voluntary review of its historical stock-based
compensation award practices and related accounting treatment from
the completion of LLL's IPO in May 1998 to July 2003.  In March
2007, the SEC requested information related to LLL's voluntary
review.  Fitch does not consider the situation to be material to
LLL's ratings at this time, nor does Fitch believe that the
situation indicates problems with overall corporate governance.


LABRANCHE & CO: Moody's Downgrades Rating to B1 from Ba3
--------------------------------------------------------
Moody's Investors Service downgraded LaBranche & Co Inc.'s senior
unsecured rating to B1 from Ba3.  The rating continues to be on
review for a possible downgrade.

LaBranche's rating was placed on review for a possible downgrade
on May 30th, 2007 based on the company's decison to not call the
full amount of its $200 million 2009 senior notes subsequent to
the initial call date of May 15th.  At that time, Moody's noted
that LaBranche's decison to not call the bonds upon the initial
call date represented substantially increased uncertainty with
respect to debt reduction, though the company still retains the
option to call.

LaBranche still has a highly liquid and well-capitalized balance
sheet, which affords it the capacity to significantly reduce its
debt burden.  This, along with Moody's expectations that the
company intended to aggressively de-lever, has long been the
primary factor providing support to the company's rating.  
However, it now appears increasingly unlikely that LaBranche will
take advantage of the current call opportunity.  Given the
uncertain prospects for de-levering, Labranche's declining
profitability and a challenging operating outlook for its main
business, the company's credit profile is no longer sufficiently
strong for a Ba3 rating.

The ratings remain on review for a possible downgrade.  The review
will focus on what steps, if any, the company takes to reduce its
high debt burden.  If the company continues to operate with its
present capital structure, absent meaningful and sustainable
improvements in earnings generation, the ratings will likely come
under further downward pressure.


LEBARON DRYWALL: Selling Real Property to Merit for $3.1 Million
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska approved a
stipulation between LeBaron Drywall Inc. and Mr. John Tindall of
Merit Homes Inc. regarding the sale of the Debtor's real property
to Merit for $3,125,000.

The real property -- identified as Tract C, The Terraces,
according to Plat 2005-08, Anchorage Recording District -- is
located at the corner of Lake Otis Blvd. and Klatt Road.

The Terraces Subdivision contains 175 lots. Tract C in the
Terraces Subdivision contains 25 building lots. The sale price for
Tract C is $125,000 per lot.

The Debtor discloses that the subdivision improvements in Tract C
are not completed and estimates that an additional $500,000 is
required to complete the infrastructure improvements in Tract C.

The Debtor also discloses that the real property taxes are
delinquent and that it has no funds with which to complete the
improvement or pay the taxes.

Merit agreed to complete the improvements and offset the costs of
those improvements against its purchase price obligation, and
Merit may pay the relevant taxes and offset those costs as well.

The parties agreed that Merit will not be required to make any
downpayment for the purchase and that the entire purchase price is
due on Oct. 31, 2007.

To consummate the sale, the Debtor will convey Tract C to Merit
and Merit will execute a note in favor of the Debtor for
$3,125,000 secured by a deed of Trust on Tract C.

A condition of the sale is that the Debtor commits to submit a
Plan of Reorganization that sells Tracts E-1, E-2 and E-3 to
Merit, reserving from that sale Lots 1, 2 and 3 adjacent to Cange
Road.

The tracts comprise 147 lots and, as with the lots in Tract C
which are being sold, will be sold for $125,000 each, or
$18,375,000.

Headquartered in Anchorage, Alaska, LeBaron Drywall Inc. builds
condominiums.  The company filed for Chapter 11 protection on
February 21, 2007 (Bankr. D. Alaska Case No. 07-00070).  John C.
Siemers, Esq., at Burr Pease & Kurtz, represents the Debtor in its
restructuring efforts. Erik J. Leroy, Esq., serves as the Debtor's
co-counsel. No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $18,955,000.


M. FABRIKANT: Court OKs Peter Solomon as Financial Advisor
----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave M. Fabrikant & Sons Inc. and its debtor-affiliate,
Fabrikant-Leer International Ltd. permission to employ Peter J.
Solomon Company as their financial advisor.

As the Debtors' financial advisor, PJSC is expected to:

  a) familiarize itself to the extent it deems appropriate and  
     feasible with the business, operations, properties, financial  
     condition and prospects of the company, and, to the extent       
     relevant, any prospective Buyer, it being understood that
     PJSC shall, in the course of such familiarization, rely
     entirely upon such information as may be supplied by the
     compan6y or other relevant parties, including such buyer and
     the company's counsel, without assuming any responsibility
     for independent investigation or verification thereof;

  b) assist the company in the preparation of descriptive
     information concerning the company, based upon information
     provided by the company, the reasonableness, accuracy and
     completeness of which information PJSC will not be required
     to investigate and about which PJSC will express no opinion;

  c) review and analyze the business plans and financial  
     projections prepared by the company;

  d) evaluate the company's liquidity needs, potential debt
     capacity and capitalization based on the company's projected
     earnings and cash flows;

  e) assist the company with developing various financial models
     and projections to be used in conjunction with a Transaction;

  f) assist the company with developing and presenting various
     reporting and informational requirements as may be required
     from time to time by its Senior Bank Debt holders;

  g) advise and assist the company in identifying and contacting
     potential Transaction sponsors;

  h) assist the company in conducting presentations and due
     diligence meetings with prospective Transaction sponsors;

  i) advise and assist the company in developing a general
     strategy for accomplishing a Transaction, as well as its form
     and structure;

  j) advise the company as to the status of dealings
     with any parties involved in a Transaction and will advise
     and assist the company in the course of its negotiations,
     execution and closing of any Transaction;

  k) advise and assist management of the company in making
     presentations to the company's board of directors concerning
     general strategy and any proposed Transaction;

  l) participate as an advisor to the company in negotiating and
     implementing a Transaction;

  m) render such other financial advisory services as may from
     time to time be agreed upon by PJSC and the company.

The firm is entitled to receive as compensation:

  a) a $100,000 monthly advisory fee:

  b) reimbursement of all reasonable and actual out of pocket
     expenses;

  c) a commission based fee, based on either a restructuring,
     financing or sale transaction.

Mr. Stein, a Managing Director at PJSC, assures the Court that
he does not hold any interest materially adverse to the interest
of the Debtors' estate and is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The       
company and its affiliates, Fabrikant-Leer International, Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 & 06-12739).  Mitchel H. Perkiel, Esq., at
Troutman Sanders LLP, represent the Debtors.  Alan D. Halper,
Esq., at Halperin Battaglia Raicht LLP, and Christopher J. Caruso,
Esq., at Moses & Singer, LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


MASTR SECOND: Moody's Junks Rating on Class M-7 Certificates
------------------------------------------------------------
Moody's Investors Service has downgraded one class of
certificates, downgraded and maintained on review for possible
further downgrade three classes of certificates, and placed on
review for possible downgrade two classes of certificates from a
transaction issued by MASTR Second Lien Trust in 2006.  These
actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The transaction is backed by
closed end subprime second lien loans.

Complete rating actions are:

Issuer: MASTR Second Lien Trust

Downgrade:

    * Series 2006-1, Class M-7, Downgraded to C from B3.

Downgrade and Review for Possible Downgrade:

    * Series 2006-1, Class M-4, Downgraded to Ba3 from Baa1 and
      on review for possible further downgrade;

    * Series 2006-1, Class M-5, Downgraded to B3 from Baa2 and on
      review for possible further downgrade;

    * Series 2006-1, Class M-6, Downgraded to Caa3 from Baa3 and
      on review for possible further downgrade.

Review for Possible Downgrade:

    * Series 2006-1, Class M-2, Current rating A2, on review for
      possible downgrade;

    * Series 2006-1, Class M-3, Current rating A3, on review for
      possible downgrade.


MCMILLIN COMPANIES: Moody's Downgrades All Ratings
--------------------------------------------------
Moody's Investors Service lowered all of the ratings of McMillin
Companies, LLC, including the company's corporate family rating to
B2 from B1 and senior notes ratings to B3 from B2.  The ratings
outlook was changed to negative from stable.

The downgrades and negative outlook reflect Moody's expectation
that:

    (i) cash flow from operations will be negative in 2007;

   (ii) the company's 2007 earnings may be close to breakeven;

  (iii) the company's interest coverage (EBITDA to interest
        incurred) will decline to well below the current
        covenanted amount of 2.0x;

   (iv) the company plans to rely on its credit facilities all
        through 2007 and will end up the year with a higher
        balance than in 2006; and

   (v) the company's debt leverage is projected to be close to
        60% throughout 2007.

The ratings reflect McMillin's geographic concentration, the
increased competition in its markets from the large national
homebuilders, its complex LLC and holding company structure
combined with numerous off-balance sheet ventures, the proportion
of secured construction debt in its capital structure that is
senior to the rated debt, and the company's dependence on earnings
from residential land, commercial and other real estate ventures
which are perceived to have greater risks than the homebuilding
operations.

At the same time, the ratings acknowledge the steady growth in the
company's equity base and on-balance sheet assets, its 46-year
history, and its strong brand name recognition and long-standing
relationships with suppliers, subcontractors, and governmental
agencies in its primary market area.

Going forward, the company's outlook could stabilize if Moody's
were to project McMillin to generate positive cash flow from
operations and use the cash flow to pay down debt, thus reducing
its interest burden and lowering its debt leverage below 60%.  

The ratings could decline further if:

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

   (ii) the company's leverage increases above 60% in 2008; or

  (iii) if Moody's were to project that negative cash flow
        generation will continue in 2008.

These ratings for McMillin were lowered:

* Corporate family rating, lowered to B2 from B1;
* Probability of Default rating lowered to B2 from B1;
* Senior Notes, lowered to B3 (LGD-5, 73%) from B3 (LGD-5, 74%).


MERRILL LYNCH: Moody's Puts Ratings on Three Certs. Under Review
----------------------------------------------------------------
Moody's places on review for possible downgrade certain
certificates from two Merrill Lynch Mortgage Investors Trust
transactions.

Moody's Investors Service has placed on review three classes of
certificates from two transactions issued by Merrill Lynch
Mortgage Investors Trust in 2006.  Both transactions are backed by
closed-end second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  The
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors Trust

Review for Possible Downgrade:

    * Series 2006-SL1, Class B-5, Current rating Ba2, on review
      for possible downgrade;

    * Series 2006-SL2, Class B-1, Current rating Ba1, on review
      for possible downgrade;

    * Series 2006-SL2, Class B-2, Current rating Ba2, on review
      for possible downgrade.


MOVIE GALLERY: Ernst & Young Appointed as Independent Accountant
----------------------------------------------------------------
Movie Gallery, Inc., disclosed that at its June 7, 2007 annual
meeting, stockholders approved the election of Joe T. Malugen, H.
Harrison Parrish, William B. Snow, John J. Jump and James C.
Lockwood as members of the company's Board of Directors.

The company's stockholders also ratified the appointment of Ernst
& Young LLP as the company's independent registered public
accounting firm for the fiscal year ending January 6, 2008.

The company's proposal to amend its Certificate of Incorporation
to increase the number of authorized shares of common stock and
preferred stock did not receive the approval of the company's
stockholders at the Annual Meeting.

Movie Gallery, headquartered in Dothan, Alabama, is a leading
provider of in-home movie and game entertainment in the United
States.  It operates over 4,650 stores in the United States,
Canada, and Mexico under the Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ banners.

                           *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Moody's Investors Service upgraded the rating on Movie Gallery
Inc.'s $100 million senior secured credit facility to B1 and
affirmed all its other ratings after the companies revision of its
new capital structure and change in the terms of the revolving
credit facility.  The rating outlook remains positive.


NATIONAL STORM: Dec. 31 Balance Sheet Upside-Down by $2.6 Million
-----------------------------------------------------------------
National Storm Management, Inc. reported results for its fourth
quarter and year ended Dec. 31, 2006.

Revenues for the fourth quarter totaled $3.0 million, which
approximated the $3.0 million achieved in the third quarter ended
September 30, 2006.

The company posted a net loss of $1.9 million compared to a net
loss of $694,153, in the previous quarter.  During the fourth
quarter of 2006 the company experienced higher interest expense,
which increased to $800,000 from $20,435 in the third quarter.

Additionally, $200,000 of receivables were written off due to
uncollectability.

For the twelve months ended Dec. 31, 2006, revenues were
$10.5 million versus $15.2 million in the same period last year.
The decrease in revenues was due to the mild storm season
experienced in the company's key operating areas, including
Florida, Ohio, and Illinois.  Net loss for the 2006 twelve-month
period was $3.4 million versus a net loss of $1.6 million for the
same period in 2005.  Twelve-month net income for 2006 was
adversely affected by the completion of unprofitable projects in
Florida, as well as the 2006 fourth-quarter items mentioned above.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $2,317,096, and total debts of $4,943,510 resulting in a
stockholders' deficit of $2,626,414.

"While National Storm experienced many unforeseen challenges
during 2006, we believe our infrastructure will allow us to
participate in what could be an improved environment for the
Company's restoration services, as many sources are projecting
increased storm and hurricane activity in 2007 as compared to
2006," said Terry Kiefer, president and CEO.  "In fact,
significant hail storms recently occurred in Lexington, Kentucky,
and Akron, Ohio, which will provide us an opportunity to conduct
services throughout the affected areas.  An office has already
been opened in Lexington and one will be opened within days in
Akron.  We expect the restoration work needed in these areas will
provide our company with a backlog of jobs for 2007."  In addition
to these cities, National Storm continues to operate offices in
Florida, Illinois, Indiana, and Columbus, Ohio.

Scott Knoll, chief financial officer, said, "We continue to
upgrade our internal processes and have relocated our accounting
department to Dallas, Texas, which should lead to significant
operational and reporting efficiencies."

The company expects to report first-quarter 2007 results the week
of June 25.

                      About National Storm

National Storm Management -- http://www.nationalstorm.com/--
(PINKSHEETS: NSMG) is a national construction company
headquartered in Glen Ellyn, Illinois providing storm restoration
services in six states.  Its operating affiliates include: ABC
Exteriors (Illinois and Indiana); Pinnacle Roofing (Florida and
Louisiana); WRS, Inc. (Minnesota); and First Class Roofing and
Siding (Ohio).  The company and its affiliates are recognized by
all major insurance companies such as State Farm, Allstate,
Farmers and others for storm related claims.


NEW CENTURY: Moody's Cuts Rating on 2006-S1 Class M-7 Certs. to C
-----------------------------------------------------------------
Moody's Investors Service has downgraded three certificates,
downgraded and maintained on review for possible further downgrade
six certificates, and confirmed one certificate from a transaction
issued by New Century Home Equity Loan Trust.  The transaction is
backed by sub-prime second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  The
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: New Century Home Equity Loan Trust

Downgrade:

    * Series 2006-S1, Class A-1, Downgraded from Aaa to Aa1;
    * Series 2006-S1, Class A-2b, Downgraded from Aaa to Aa1;
    * Series 2006-S1, Class M-7, Downgraded from Ca to C.

Downgrade and Review for Possible Downgrade:

    * Series 2006-S1 Class M1, downgraded from Aa2 to A3 and on
      review for possible further downgrade;

    * Series 2006-S1 Class M2, downgraded from A2 to Baa2 and on
      review for possible further downgrade;

    * Series 2006-S1 Class M3, downgraded from A3 to Ba3 and on
      review for possible further downgrade;

    * Series 2006-S1 Class M4, downgraded from Ba3 to B3 and on
      review for possible further downgrade;

    * Series 2006-S1 Class M5, downgraded from B1 to Caa3 and on
      review for possible further downgrade;

    * Series 2006-S1 Class M6, downgraded from B3 to Ca and on
      review for possible further downgrade.

Confirmed:

    * Series 2006-S1, Class A-2a, Current rating Aaa, Confirmed.


NEW WORLD: Extends Offer for Gateway Casinos to July 25
-------------------------------------------------------
New World Gaming Partners Ltd. and Gateway Casinos Income Fund
disclosed last week that the expiry date for the previously
announced offer to acquire all of the outstanding units and 5.35%
convertible debentures of the Fund will be extended.

In anticipation of the receipt of certain regulatory approvals
which are being obtained in the normal course, the offer, at a
price of $25.26 per unit in cash and $1,322.51 per $1,000
principal amount of debentures will now be open for acceptance
until July 25, 2007, unless further extended or withdrawn.

All other terms and conditions of the Offer described in New World
Gaming's offers to purchase and take-over bid circular dated May
8, 2007, remain unchanged.

New World Gaming has received all necessary regulatory approvals
and decisions required under the Competition Act and applicable
securities laws.  New World Gaming continues to pursue the
regulatory approvals required under the Investment Canada Act and
from the British Columbia and Alberta gaming regulators and
currently anticipates that such regulatory approvals will be
obtained in due course.

New World Gaming expects to mail a formal notice of extension to
all of the Fund's securityholders on or about June 19, 2007.

The transaction remains expected to close during the third
quarter, 2007, assuming all necessary regulatory approvals are
obtained.

Inquiries concerning the Offer should be directed to:

    Georgeson Shareholder Communications Canada Inc.
    Tel: 1-866-656-4123 (toll free)

                          About the Fund

Gateway Casinos Income Fund (TSX:GCI.UN) is an unincorporated,
open-ended limited purpose trust established under the laws of
British Columbia, which operates the Burnaby Casino and Cascades
Langley Casino and Hotel in Greater Vancouver, B.C., the Palace
Casino in Edmonton, Alberta and the Lake City Casinos in Kamloops,
Kelowna, Penticton and Vernon, B.C.  Headquartered in Burnaby,
B.C., the Fund is one of the largest casino operators in Western
Canada.

                      About New World Gaming

New World Gaming is a 50/50 joint venture between wholly owned
subsidiaries of Publishing and Broadcasting Limited and the
Macquarie Group.

                            About PBL

Publishing and Broadcasting Limited is one of Australia's largest
diversified media and entertainment groups.  Its market
capitalization of approx. CDN$12 billion and annual revenues of
CDN$3.3 billion places it among the top 25 companies listed on the
Australian Stock Exchange.

Led by Executive Chairman James Packer, the group's core
businesses are: Gaming and entertainment; Television production
and broadcasting; Magazine publishing and distribution; and
Strategic investment in key digital media and entertainment
businesses.

PBL's gaming and entertainment assets include: Crown Entertainment
Complex in Melbourne, Australia; Burswood International Resort and
Casino in Perth, Australia; Melco PBL Entertainment (Macau) Ltd
(approx 41% stake); and UK casino joint venture with Aspinall's
Group wherein the company has a 50% stake.

MPEL holds one of only six licences to operate casinos in Macau,
China and currently has 3 casinos under development and a
portfolio of slot halls in Macau

                        About Macquarie

The Macquarie Group is a diversified international provider of
specialist investment, advisory, trading and financial services in
select markets around the world with over CDN$164 billion of total
assets under management (as of Dec. 31, 2006).  Headquartered in
Sydney, Australia, the Macquarie Group comprises Macquarie Bank,
the leading Australian investment bank, and its worldwide
affiliated entities.  The Macquarie Group employs over 10,000
people in 24 countries.

Macquarie's Investment Banking Group currently has over 100
executives worldwide working in its Telecommunications, Media,
Entertainment & Technology industry group.  Since 2002, Macquarie
has led, sponsored and invested in a range of TMET sector
transactions with a combined enterprise value of over
CDN$8 billion.  The Macquarie Group has operated in Canada since
1998 and has offices located in Vancouver, Toronto, Calgary,
Winnipeg and Montreal employing over 200 employees across a range
of businesses.

                     *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to New World Gaming Partners Ltd.  The rating
outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to the company's proposed secured financing, comprising
CDN$715 million of first-lien debt (a CDN$25 million revolving
credit facility due 2013, a CDN$575 million {$509 million} term
loan B due 2014, and a CDN$115 million {$102 million} delayed-draw
term loan due 2014) and a CDN$400 million ($354 million) second-
lien term loan due 2015.  The issue rating on the first-lien debt
is 'B+' with a recovery rating of '1', indicating a high
expectation for full recovery of principal in the event of a
payment default.  The issue rating on the second-lien facility is
'CCC+' with a recovery rating of '4', indicating the expectation
for marginal (25%-50%) recovery of principal in the event of a
payment default.

Proceeds from the bank facilities will be used to fund the
purchase of the casinos and assets owned by Gateway Casinos Income
Fund, Gateway Casinos Inc., and Star of Fortune Gaming Management
(collectively, Gateway Casinos) by Publishing and Broadcasting
Ltd. (BBB+/Watch Neg/A-2) and Macquarie Bank Ltd.  The sponsors
will contribute CDN $390 million, of which about CDN $130 million
will be equity and CDN $260 million will be structured as debt.


NOMURA ASSET: Moody's Lowers Ratings on Five Certificate Classes
----------------------------------------------------------------
Moody's Investors Service has downgraded and maintained on review
for possible further downgrade five classes of certificates, and
placed on review for possible downgrade twenty-five classes of
certificates from five transactions issued by Nomura Asset
Acceptance Corporation, Alternative Loan Trust in 2006.  These
actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  These transactions are backed by
closed end second lien loans, and have seen recent losses that
have exceeded the excess spread available thereby depleting the
overcollateralization.

Complete rating actions are:

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

Downgrade and Review for Possible Downgrade:

    * Series 2006-S1, Class B-5, Downgraded to Caa1 from Ba2 and
      on review for possible further downgrade;

    * Series 2006-S2, Class B-4, Downgraded to B3 from Ba1 and on
      review for possible further downgrade;

    * Series 2006-S2, Class B-5, Downgraded to Caa1 from Ba2 and
      on review for possible further downgrade;

    * Series 2006-S3, Class B-5, Downgraded to Caa1 from Ba2 and
      on review for possible further downgrade;

    * Series 2006-S5, Class M-10, Downgraded to Caa1 from Ba1 and
      on review for possible further downgrade.

Review for Possible Downgrade:

    * Series 2006-S1, Class B-1, Current rating A3, on review for
      possible downgrade;

    * Series 2006-S1, Class B-2, Current rating Baa2, on review
      for possible downgrade;

    * Series 2006-S1, Class B-3, Current rating Baa3, on review
      for possible downgrade;

    * Series 2006-S1, Class B-4, Current rating Ba1, on review
      for possible downgrade;

    * Series 2006-S2, Class M-4, Current rating A1, on review for
      possible downgrade;

    * Series 2006-S2, Class M-5, Current rating A2, on review for
      possible downgrade;

    * Series 2006-S2, Class M-6, Current rating A3, on review for
      possible downgrade;

    * Series 2006-S2, Class B-1, Current rating Baa1, on review
      for possible downgrade;

    * Series 2006-S2, Class B-2, Current rating Baa2, on review
      for possible downgrade;

    * Series 2006-S2, Class B-3, Current rating Baa3, on review
      for possible downgrade;

    * Series 2006-S3, Class M-4, Current rating A1, on review for
      possible downgrade;

    * Series 2006-S3, Class M-5, Current rating A2, on review for
      possible downgrade;

    * Series 2006-S3, Class M-6, Current rating A3, on review for
      possible downgrade;

    * Series 2006-S3, Class B-1, Current rating Baa1, on review
      for possible downgrade;

    * Series 2006-S3, Class B-2, Current rating Baa2, on review
      for possible downgrade;

    * Series 2006-S3, Class B-3, Current rating Baa3, on review
      for possible downgrade;

    * Series 2006-S3, Class B-4, Current rating Ba1, on review
      for possible downgrade;

    * Series 2006-S4, Class B-1, Current rating Baa1, on review
      for possible downgrade;

    * Series 2006-S4, Class B-2, Current rating Baa2, on review
      for possible downgrade;

    * Series 2006-S4, Class B-3, Current rating Baa3, on review
      for possible downgrade;

    * Series 2006-S5, Class M-5, Current rating A1, on review for
      possible downgrade;

    * Series 2006-S5, Class M-6, Current rating A3, on review for
      possible downgrade;

    * Series 2006-S5, Class M-7, Current rating Baa1, on review
      for possible downgrade;

    * Series 2006-S5, Class M-8, Current rating Baa2, on review
      for possible downgrade;

    * Series 2006-S5, Class M-9, Current rating Baa3, on review
      for possible downgrade.


NVE INC: Plan Confirmation Hearing Scheduled on July 25
-------------------------------------------------------
The Honorable Novalyn L. Winfield of the U.S. States Bankruptcy
Court for the District of New Jersey will convene a hearing on
July 25, 2007, at 10:00 a.m., at NLW -- Courtroom 3D in Newark,
New Jersey to consider confirmation on NVE Inc. and its debtor-
affiliates' Amended Chapter 11 Plan of Reorganization.

Objections, if any, are due July 18, 2007.

                        Treatment of Claims

Under the Plan, all Administrative and Tax Claims will be paid in
full.

Holders of General Unsecured Claims, amounting to $8 million, will
be paid 35% of their allowed claim in cash.

Holders of Settled P.I. Claims against the Debtors will receive
100% of the compromised claim amount, which will be allocated to
holders' claims from a fund of $21.25 million.

Indemnification and Contribution Claims will waive any
distribution in exchange for the benefits and protections the
releases and injunctions under the Plan.

Equity Interests of Robert Occhifinto will be retain, in exchange
for his infusion and conversion of his claims to equity.  Mr.
Occhifinto is the holder of prepetition and postpetition claims
against the Debtor for loans and unpaid rent in excess of
$7,000,000.

Based in Andover, New Jersey, NVE Inc., dba NVE Pharmaceuticals,
Inc., manufactures dietary supplements.  The Debtor is facing
lawsuits about its weight-loss products which contain the now-
banned herbal stimulant, Ephedra.  The company filed for chapter
11 protection on August 10, 2005 (Bankr. D. N.J. Case No.
05-35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq., Michael
McLaughlin, Esq., and Steven Z Jurista, Esq., at Wasserman,
Jurista & Stolz, represent the Debtor in its restructuring
efforts.  Bruce J. Zabarauskas, Esq., at Brown Raysman Milstein
Feder & Steiner represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $10,966,522 in total assets and $14,745,605
in total debts.


ON TOP COMMS: Wants Chapter 11 Case Dismissed
---------------------------------------------
On Top Communications LLC and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Maryland to
dismiss their Chapter 11 Case.

The Debtors tell the Court that they have liquidated their assets
and distributed substantially all of the proceeds of the sale to
their administrative and secured creditors.

The Debtors contend that they have no further need for
rehabilitation or Court supervision of the liquidation of the
Debtors' assets or the distribution of the proceeds.

Headquartered in Lanham, Maryland, On Top Communications LLC and
its affiliates acquire, own and operate FM radio stations located
in the Southeastern United States.  The company and its debtor-
affiliates filed for chapter 11 protection on July 29, 2005
(Bankr. D. Md. Case No. 05-27037).  Thomas L. Lackey, Esq., of
Bowie, Maryland, represents the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtors filed for protection
from their creditors, they estimated assets and debts of
$10 million to $50 million.


PALM GRILL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Lead Debtor: Palm Grill, Inc.
             dba Funky Monkey
             13 South Street
             Morristown, NJ 07960


Bankruptcy Case No.: 07-18437

Debtor affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        13 South Street, Inc.                      07-18438

Type of Business: The Debtors own and manage restaurants.

Chapter 11 Petition Date: June 15, 2007

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtors' Counsel: Larry Lesnik, Esq.
                  Norris, McLaughlin & Marcus, P.A.
                  P.O. Box 1018
                  Somerville, NJ 08776
                  Tel: (908) 722-0700

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Palm Grill, Inc.                  $10,000 to         $1 Million to
                                    $100,000          $100 Million

13 South Street, Inc.            $100,000 to           $100,000 to
                                  $1 Million            $1 Million

The Debtors do not have any creditors who are not insiders.


PANTRY INC: Frank Paci Named as New Chief Financial Officer
-----------------------------------------------------------
The Pantry, Inc. has named Frank G. Paci as its new Chief
Financial Officer, effective July 2, 2007.

He will replace Daniel J. Kelly, who recently announced his intent
to retire from The Pantry, effective November 2007.

Mr. Paci, 49, joins The Pantry from Blockbuster Inc., where he was
Executive Vice President and had varying responsibilities
including Finance & Accounting, Strategic Planning and Business
Development.  Before joining Blockbuster in 1999, he was with Yum!
Brands where he served for three years as Vice President in charge
of Pizza Hut's "nontraditional location" business, and later in
Strategic Planning.  Prior to that, Mr. Paci was with Burger King
Corp. in a variety of roles for seven years.  Early in his career,
he was also with Pillsbury Co. and General Nutrition Centers, Inc.
He received his B.A. degree in Economics from Yale University, and
holds an MBA from the University of Pittsburgh's Katz School of
Business.

Peter J. Sodini, Chairman and Chief Executive Officer of The
Pantry, said, "We are delighted to welcome Frank to The Pantry's
management team.  He brings with him a broad range of experience
in finance and strategic planning with several large public
companies.  In addition, he has spent virtually all of his career
in the specialty retailing and quick service restaurant
industries, both of which are highly relevant to the convenience
store business.  We believe this remarkable combination of
professional experience and industry knowledge will enable Frank
to bring a truly unique perspective to his new role as The
Pantry's CFO."

                     About The Pantry Inc.

Headquartered in Sanford, North Carolina, The Pantry Inc.
(NASDAQ: PTRY) -- http://www.thepantry.com/--operates convenience     
store chains in the southeastern United States.  As of
Jan. 18, 2007, the company operated 1,524 stores in eleven states
under select banners including Kangaroo Express(SM), its primary
operating banner.

                        *     *     *

Moody's Investors Service upgraded Pantry Inc.'s B1 rating n
$250 million first lien senior secured revolving credit facility
to Ba3.  The rating outlook is negative.


PENN NATIONAL: Inks $8.9 Billion Deal with Fortress & Centerbridge
------------------------------------------------------------------
Penn National Gaming, Inc., disclosed that it has entered into a
definitive agreement to be acquired by certain funds managed by
affiliates of Fortress Investment Group LLC and Centerbridge
Partners LP in an all-cash transaction valued at $8.9 billion,
including the planned repayment of $2.8 billion of Penn National's
outstanding debt.

Under the terms of the agreement, Penn National shareholders will
receive $67.00 in cash for each outstanding Penn National share.
The purchase consideration represents a premium of approximately
31% over Penn National's closing share price on June 14, 2007.
Penn National Gaming has approximately 85.5 million shares
outstanding.

The Board of Directors of Penn National Gaming has determined that
the merger is fair to and in the best interests of Penn National
and its shareholders, and recommends that Penn National Gaming
shareholders adopt and approve the merger agreement.

Peter M. Carlino, Chief Executive Officer of Penn National
commented, "Since the Company's 1994 initial public offering, Penn
National Gaming has transformed itself from the owner of a single
racetrack into one of the premier gaming companies in America.
Throughout our rapid rise as a publicly traded company, we focused
on achieving growth through disciplined financial and risk
management.  Our Board of Directors' action approving this
transaction underscores our thirteen year commitment to
consistently generate value for our shareholders.  Fortress and
Centerbridge are both leading private equity firms with proven
track records and strong reputations.  This is a very attractive
valuation for our shareholders, at a time when the financial
markets are recognizing the strong investment rationale for gaming
companies.

"This transaction will bring Penn National Gaming new owners who
share our vision and support our long-term strategy of growth
through continued capital investments in our existing properties
through a de-centralized local management structure, employee
training and advancement, internally initiated expansion and
development opportunities and acquisitions. I know the Penn
National Gaming corporate and regional management teams and our
15,000 talented employees are looking forward to working with
Fortress and Centerbridge to ensure the ongoing competitiveness of
our facilities and the substantial growth opportunities made
possible by our business model and strategy."

Penn National Gaming's Chairman and Chief Executive Officer, Peter
M. Carlino; Sr. Vice President and Chief Financial Officer,
William J. Clifford; and, Executive Vice President, Operations,
Leonard M. DeAngelo; as well as other members of its corporate
management team, its property level management and personnel are
expected to remain with the company.

The merger agreement permits Penn National Gaming, with the
assistance of its advisors, to solicit superior proposals from
other parties for the 45 day period following the date the merger
agreement was executed.  There can be no assurances that the
solicitation of proposals will result in an alternative
transaction.

The transaction is expected to be completed in approximately
twelve to sixteen months, and is subject to shareholder approval,
FTC approval and approvals from state gaming and racing
authorities, as well as satisfaction of certain customary
conditions.

The merger agreement does not contain a financing condition.  In
addition, if the merger is not consummated by June 15, 2008, the
per share purchase price will be increased by $0.0149 per day.

Wachtell, Lipton, Rosen & Katz is serving as legal advisor and
Lazard advised Penn National Gaming and rendered a fairness
opinion to the Board of Directors in connection with the proposed
transaction. Willkie Farr & Gallagher LLP is serving as legal
advisor and Deutsche Bank and Wachovia are serving as advisors and
financial sources to Fortress and Centerbridge in connection with
the proposed transaction.


               About Fortress Investment Group LLC

Headquartered in New York, Fortress Investment Group LLC is a
leading global alternative asset manager with approximately $36
billion in assets under management as of March 31, 2007. Fortress
manages private equity funds, hedge funds and publicly traded
alternative investment vehicles. Fortress was founded in 1998, is
headquartered in New York and has affiliates with offices in
Dallas, San Diego, Toronto, London, Rome, Frankfurt and Sydney.

                About Centerbridge Partners LP

Centerbridge is a $3.2 billion multi-strategy private investment
fund. The firm is dedicated to partnering with world class
management teams in a range of industry verticals. Centerbridge's
investment style provides the flexibility to employ various
structures to help companies achieve their operating and financial
objectives. The limited partners of Centerbridge include many of
the world's most prominent financial institutions, university
endowments, pension funds, and charitable trusts.

                   About Penn National Gaming

Headquartered in Wyomissing, Pennsylvania, Penn National Gaming  
Inc. (PENN: Nasdaq) -- http://www.pngaming.com/-- owns and   
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The company presently operates eighteen  
facilities in fourteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, New Mexico, Ohio, Pennsylvania, West Virginia, and  
Ontario. In aggregate, Penn National's operated facilities feature  
nearly 23,000 slot machines, over 400 table games, approximately  
1,731 hotel rooms and approximately 808,000 square feet of gaming
floor space.


PENN NATIONAL: Moody's Reviews Ratings and May Downgrade
--------------------------------------------------------
Moody's Investors Service placed the ratings of Penn National
Gaming, Inc., on review for possible downgrade following the
announcement that the company entered into a definitive agreement
to be acquired by funds managed by Fortress Investment Group LLC
and Centerbridge Partners LP for a transaction valued at $67 per
share or $8.9 billion including the planned repayment of
$2.8 billion of outstanding debt.

Ratings affected include Penn's:

    * Ba2 corporate family rating, Ba2 probability of default
      rating,

    * Ba2 (LGD-3, 43%) senior secured credit rating,

    * B1 (LGD-6, 91%) guaranteed senior subordinated note rating
      and

    * B1 (LGD-6, 95%) senior subordinated note rating.

The review for downgrade acknowledges the possibility that the
proposed buyout could be financed in a manner that would have a
negative impact on Penn's credit profile.  A multiple notch
downgrade is possible.  Moody's review will focus on the financing
details as well as future operating and development plans of the
company. Separately, Penn's Board of Directors has determined the
transaction fair and in the best interest of its shareholders, and
has recommended shareholders adopt and approve the agreement.  The
merger permits Penn to solicit proposals for 45 days following the
date of the executed agreement.  The transaction is subject to
shareholder approval, FTC approval, and approvals from state
gaming and racing authorities and could take as long as 16 months
to close.


PERRY BUTLER: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Perry E. Butler
        6502 Halleck Street
        District Heights, MD 20747

Bankruptcy Case No.: 07-15371

Chapter 11 Petition Date: June 11, 2007

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Kim Y. Johnson, Esq.
                  P.O. Box 643
                  Laurel, MD 20725-0643
                  Tel: (443) 838-3614
                  Fax: (301) 725-2065

Total Assets: $2,069,813

Total Debts:  $1,548,813

Debtor's Six Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Edgar A. Darden                                       $237,000
106666 Hillingdon Road
Woodstock, MD 21163

Ruby Batten                 loan; value of             $70,000
c/o C.E.F. Realty           collateral:
Company, Inc.               $400,000
610 Shiloh Drive            value of
Durham, NC 27703-5144       unsecured:
                            $10,000

Ford Motor Credit           bank loan; value           $22,136
P.O. Box 790119             of collateral:
St. Louis, MO 63179-0119    $13,380

Cherry Kenny                                           $20,000

Chevy Chase Visa Card                                   $8,895

Prince George's County                                  $6,789
Maryland


ROBERT HAYWOOD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Robert A. Haywood
        Gloria L. Haywood
        8837 Stage Ford Road
        Raleigh, NC 27615

Bankruptcy Case No.: 07-01280

Chapter 11 Petition Date: June 13, 2007

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsel: Douglas Q. Wickham, Esq.
                  Hatch, Little & Bunn, L.L.P.
                  P.O. Box 527
                  Raleigh, NC 27602
                  Tel: (919) 856-3940
                  Fax: (919) 856-3950

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.


SACO I TRUST: Moody's Junks Rating on Six Certificate Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded and maintained on review
for possible further downgrade 16 certificates, and placed on
review for possible downgrade 29 certificates from deals issued by
SACO I Trust in 2006.

These actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  These transactions are backed by
closed end second lien loans, and have seen recent losses that
have exceeded the excess spread available thereby depleting the
overcollateralization.

Complete rating actions are:

Issuer: SACO I Trust

Downgrade and Review for Possible Downgrade:

    * 2006-2, Class I-B-4, downgraded to B2 from Ba1 and on
      review for possible further downgrade;

    * 2006-2, Class II-B-4, downgraded to B3 from Ba1 and on
      review for possible further downgrade;

    * 2006-3, Class B-4, downgraded to B3 from Ba1 and on review
      for possible further downgrade;

    * 2006-4, Class B-4, downgraded to B3 from Ba1 and on review
      for possible further downgrade;

    * 2006-5, Class I-B-4, downgraded to B2 from Ba1 and on
      review for possible further downgrade;

    * 2006-5, Class II-B-1, downgraded to Ba3 from Baa1 and on
      review for possible further downgrade;

    * 2006-5, Class II-B-2, downgraded to B3 from Baa2 and on
      review for possible further downgrade;

    * 2006-5, Class II-B-3, downgraded to Caa1 from Baa3 and on
      review for possible further downgrade,

    * 2006-5, Class II-B-4, downgraded to Ca from Ba1 and on
      review for possible further downgrade;

    * 2006-6, Class B-1, downgraded to Ba3 from Baa1 and on
      review for possible further downgrade;

    * 2006-6, Class B-2, downgraded to B3 from Baa2 and on review
      for possible further downgrade;

    * 2006-6, Class B-3, downgraded to Caa1 from Baa3 and on
      review for possible further downgrade;

    * 2006-6, Class B-4, downgraded to Ca from Ba1 and on review
      for possible further downgrade;

    * 2006-7, Class B-2, downgraded to B3 from Baa2 and on review
      for possible further downgrade;

    * 2006-7, Class B-3, downgraded to Caa1 from Baa3 and on
      review for possible further downgrade;

    * 2006-7, Class B-4, downgraded to Ca from Ba1 and on review
      for possible further downgrade.

Review for Possible Downgrade:

    * 2006-2, Class I-B-2, Current rating Baa2, under review for
      possible downgrade;

    * 2006-2, Class I-B-3, Current rating Baa3, under review for
      possible downgrade;

    * 2006-2, Class II-B-1, Current rating Baa1, under review for
      possible downgrade;

    * 2006-2, Class II-B-2, Current rating Baa2, under review for
      possible downgrade;

    * 2006-2, Class II-B-3, Current rating Baa3, under review for
      possible downgrade;

    * 2006-3, Class B-1, Current rating Baa1, under review for
      possible downgrade;

    * 2006-3, Class B-2, Current rating Baa2, under review for
      possible downgrade;

    * 2006-3, Class B-3, Current rating Baa3, under review for
      possible downgrade;

    * 2006-4, Class B-1, Current rating Baa1, under review for
      possible downgrade;

    * 2006-4, Class B-2, Current rating Baa2, under review for
      possible downgrade;

    * 2006-4, Class B-3, Current rating Baa3, under review for
      possible downgrade;

    * 2006-5, Class I-B-1, Current rating Baa1, under review for
      possible downgrade;

    * 2006-5, Class I-B-2, Current rating Baa2, under review for
      possible downgrade;

    * 2006-5, Class I-B-3, Current rating Baa3, under review for
      possible downgrade;

    * 2006-5, Class II-M-3, Current rating Aa3, under review for
      possible downgrade;

    * 2006-5, Class II-M-4, Current rating A1, under review for
      possible downgrade;

    * 2006-5, Class II-M-5, Current rating A2, under review for
      possible downgrade;

    * 2006-5, Class II-M-6, Current rating A3, under review for
      possible downgrade;

    * 2006-6, Class M-3, Current rating Aa3, under review for
      possible downgrade;

    * 2006-6, Class M-4, Current rating A1, under review for
      possible downgrade;

    * 2006-6, Class M-5, Current rating A2, under review for
      possible downgrade;

    * 2006-6, Class M-6, Current rating A3, under review for
      possible downgrade;

    * 2006-7, Class M-2, Current rating Aa2, under review for
      possible downgrade;

    * 2006-7, Class M-3, Current rating Aa3, under review for
      possible downgrade;

    * 2006-7, Class M-4, Current rating A1, under review for
      possible downgrade;

    * 2006-7, Class M-5, Current rating A2, under review for
      possible downgrade;

    * 2006-7, Class M-6, Current rating A3, under review for
      possible downgrade;

    * 2006-7, Class B-1, Current rating Baa1, under review for
      possible downgrade;

    * 2006-10, Class B-4, Current rating Ba1, under review for
      possible downgrade.


SEPP'S GOURMET: Posts $407,000 Net Loss in Quarter Ended April 30
-----------------------------------------------------------------
Sepp's Gourmet Foods Ltd. Disclosed results for the three and nine
months ending April 30, 2007.

                           Nine months

Sales for the nine months ending April 30, 2007 were
$20.6 million, up 10.7% from the $18.7 million in the comparable
period last year

Gross profit decreased to $2.2 million (10.8% of sales) in the
first nine months from the $2.5 million (13.2%) in the comparable
period last year due to higher freight and depreciation expense,
higher levels of plant supervisory personnel, the appreciation of
the Canadian dollar vis-a-vis the US dollar, and start-up costs
and inefficiencies associated with moving the B.C. plant.  
Selling, general and administration expenses were $2.6 million
(12.7% of sales) for the nine month period compared to $2.4
million (12.7%) in the same period in 2006.  The dollar increase
in selling, general and administrative expenses was due to higher
commissions and product promotional expenses.

                      Old Facility Shut Down

During the period the company shut down its Burnaby facility and
relocated it to Delta, another suburb of Vancouver.  The shut down
of the old Burnaby plant, and relocation and start-up of the new
facility had a negative impact on earnings during the period.  Net
loss for the first nine months 2007 was $1.1 million compared to
$584,000 last year.  The loss was due to higher costs associated
with freight, storage and utility expenses, higher depreciation
charges due to new equipment in the Ontario factory, the recent
appreciation of the Canadian dollar, and the shut down,
relocation, and start-up of the Company's British Columbia
facilities.

During the nine months ending April 30, 2007, the company
generated cash flow from operating activities of $719,000 compared
to $1.3 million in the comparable period last year.  This decrease
was due to lower net income and a reduction in non-cash working
capital.

                           Three months

Sales for the three months ending April 30, 2007 were
$7.2 million, up 21% from the $6.0 million in the comparable
period last year.  The increase is attributable to increased sales
to existing customers and shipments to new customers.

Gross profit increased to $712,000 (9.9% of sales) in the three
months from the $622,000 (10.4%) in the comparable period last
year, despite higher freight and depreciation expense, the
appreciation of the Canadian dollar and the shut down, relocation,
and start-up of the Company's British Columbia locations.

Net loss for the three months was $407,000 compared to $393,000
last year.  The loss was due to high costs associated with
freight, storage and utility expenses, the shut down, relocation,
and start-up of the company's British Columbia facilities, and
higher interest charges.

                        Change of Lenders

In May 2006, the company changed lenders such that both its
operating debt and long-term debt would be held by one lender
having senior security over all assets.  This change helps the
company administratively and offers a better cost structure.

Under the terms of lender's standard long-term bank loan the
lender has the ability to demand repayment of the facility and
therefore under generally accepted accounting principles (EIC 122)
it is classified as a demand loan and is required to be shown on
the balance sheet as a current liability.

Thus, the full $2.1 million of the long-term debt is included in
current liabilities.  Partly as a result of this accounting
treatment, the company had a working capital deficit of
$3.0 million at April 30, 2007 up from a working capital deficit
of $2.3 million at July 31, 2006.

                         Debt Financing

During the first nine months of 2007 the company undertook a debt
financing with two major shareholders comprised of two letters of
credit totaling $1 million with share purchase warrants.  The
second shareholder loan is due in excess of 12 months and thus is
treated as long-term.  The company's total interest bearing debt
was $7.3 million, up from the $5.9 million at July 31, 2006.

        Non Compliance with Working Capital Covenant

The working capital ratio was 0.62:1 at April 30, 2007 compared to
0.65:1 at July 31, 2005.  The working capital ratio is below the
bank required 1.1:1 due to the inclusion of all of the long-term
debt in current liabilities and to the losses experienced year-to-
date.  For the nine month period, the company's debt coverage
ratio was 0.99:1 below the bank required 1.25:1.  However for the
three month period ending April 30, 2007 the debt coverage ratio
was 1.40:1, above the bank required 1.25:1.

The company is not in compliance with the debt to tangible net
worth ratio as it was 2.59:1 at April 30, 2007, slightly above the
bank required 2.5:1.  The shareholder loans and convertible
debentures are not considered "debt" for the purposes of this
calculation but are viewed as "equity" as they originate from
shareholders and have equity conversion rights.

The company's bank is aware of these financial ratios.  Due to the
demand nature of the loan, and the requirement under EIC Abstract
122 that it be brought into current liabilities in its entirety,
the company has not requested a waiver letter.  The company
expects to be below the working capital covenant during the
remainder of fiscal 2007.

                              Comments

Mr. Tom Poole, President and CEO, stated: "The past nine months
has seen the Company undertake two major strategic initiatives:
the relocation of its Burnaby operation into a larger, newer, more
efficient plant; and the start-up of the 50% owned Willow Road
waffle and pancake facility located in Oklahoma.  These two
initiatives give the company the added production capacity to meet
increasing orders. During that same nine month period, the company
launched two new categories of products - mini-waffles and French
Toast Stix."

He went on to say, "The Company's greatest operating challenge is
to work to improve operating efficiency to offset increasing cost
pressures associated with input prices and freight costs.  With
three manufacturing facilities located in the Northern, Southern
and Western parts of North America, the Company is positioned to
deal with these escalating costs and currency fluctuations."

"The past five years has seen Sepp's become known as a well
established, reliable private label manufacturer.  In due course,
our recent initiatives, coupled with our established reputation
and our commitment to service and quality will deliver a return to
positive financial results."

                       About Sepp's Gourmet

Sepp's Gourmet Foods Ltd. -- http://www.seppsfoods.com/ --  
(TSX:SGO) produces and markets specialty prepared foods for the
retail grocery and food service sectors in North and South
America, and Asia.


SI INTERNATIONAL: Logtec Buy Prompts Moody's to Hold B1 Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
and other instrument ratings for SI International, Inc. following
its announcement that it had acquired Logtec, Inc. in a cash and
debt financed transaction valued at $59 million.  The speculative
grade liquidity rating was downgraded to SGL-2 from SGL-1.  The
rating outlook remains positive.

On June 8, 2007, SI acquired Logtec, Inc. for $59 million.  The
company intended to use $20 million of the revolver, $25 million
of add-on term loan debt and $15 million in cash to fund the
purchase price and fees and expenses. The $60 million revolver is
expected to have approximately $40 million of availability at
close.

Logtec is privately held and provides logistics, acquisition and
IT support primarily to the federal government.  Its largest
clients include the Air Force Materiel Command and the Naval Air
Systems Command.  Logtec reported revenue of $54 million in fiscal
2006.

Moody's took these rating actions:

    - Affirmed $60 million senior secured first lien revolver due
      2010, Ba3 (LGD 2, 26%)

    - Affirmed $95 million senior secured term loan facility due
      2011, Ba3 (LGD 2, 26%)

    - Affirmed corporate family rating, B1

    - Affirmed probability of default rating, B2

    - Affirmed the positive outlook.

    - Downgraded the speculative grade liquidity rating to SGL-2
      from SGL-1.

The affirmation of the B1 corporate family rating and positive
outlook are supported by solid leverage, interest rate coverage
and cash flow metrics.  Moody's believes the acquisition will
position SI as a market leader in Air Force Logistics and should
allow the company to further build out client relationships within
the Air Force.  Pro forma for the acquisition key financial
metrics deteriorated slightly but remain strongly positioned in
the B1 rating category with debt/EBITDA of 2.7 times,
EBIT/interest expense of 3.6 times and free cash flow to debt of
9.5%. All metrics cited herein reflect Moody's standard analytical
adjustments.

The rating is limited by the company's aggressiveness in the
funding of acquisitions, concerns around a shift in government
spending priorities and increased competition.  Liquidity
tightened pro forma for the Logtec acquisition as SI utilized $20
million of the previously undrawn $60 million revolver and
depleted cash reserves to around $5 million.  Moody's believes SI
will remain highly acquisitive as organic growth has been in the
low single digits and the company is becoming more reliant on
acquisitions to meet growth expectations, which will likely cause
metrics to weaken over the intermediate term.  The rating also
reflects Moody's continued concern with the Service Center
Operations Team contract, which has been extended on an interim
basis since June 2006 while the contract is re-competed.  SI has
won a good percentage of its re-competes but the sector has become
more competitive and the SCOT contract comprises 7-8% of revenues.
A loss of the SCOT contract or renewal at lower profit margins
could cause a negative variance in operating performance.

SI International is a provider of information technology and
network solutions to the federal government. Headquartered in
Reston, VA, the company had revenues of $468 million for the
twelve months ended March 31, 2007.


SKILLED HEALTHCARE: Redeems $70MM of its $200MM Senior Notes
------------------------------------------------------------
Skilled Healthcare Group Inc. will redeem $70 million of its
$200 Million 11% Senior Subordinated Notes at a redemption price
equal to 111% of the principal amount of the notes, plus accrued
and unpaid interest.  The funding of the redemption shall occur
on June 18, 2007.

Skilled Healthcare also disclosed the completion of the offer to
exchange its remaining $130 Million 11% Senior Subordinated Notes
due 2014 for 11% Senior Subordinated Notes due 2014 that have been
registered under the Securities Act of 1933, as amended.  As of
the expiration of the exchange offer, all $130 million remaining
aggregate principal amount of the private notes eligible to
participate in the exchange were properly tendered and have
been accepted for exchange.

Headquartered in Foothill Ranch, California, Skilled Healthcare
Group Inc. (NYSE:SKH) - http://www.skilledhealthcaregroup.com/--  
operates long-term care facilities and provides a variety of post-
acute care services, with a strategic emphasis on sub-acute
specialty healthcare.  The company operates skilled nursing
facilities, assisted living facilities, and hospice locations.  
Further, the company provides ancillary services such as physical,
occupational and speech therapy in its facilities and unaffiliated
facilities and is a member of a joint venture providing
institutional pharmacy services in Texas.

                              *     *     *

As reported in the Troubled Company Reporter on June 15, 2007,
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Skilled Healthcare Group, Inc., reflecting the company's
continued positive performance since its December 2005 acquisition
by Onex Capital Partners LP.

Moody's also changed the outlook to positive from stable
reflecting the expectation for reduced financial leverage
resulting from the anticipated repayment of debt with the proceeds
from the company's recently completed public equity offering.  
Reduced financial leverage is also expected to result from
continued revenue and EBITDA growth in the company's existing
facilities and recently acquired and developed facilities.


SOUNDVIEW HOME: Moody's Junks Rating on 2006-A Class M-11 Certs.
----------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade six certificates from Soundview Home Loan Trust
2006-A securitization.  The transaction is backed by subprime
second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  These
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are as follows:

Issuer: Soundview Home Loan Trust 2006-A

Under Review for Possible Downgrade:

    * Class M-6, Current rating A3, under review for possible
      downgrade;

    * Class M-7, Current rating Baa1, under review for possible
      downgrade;

    * Class M-8, Current rating Baa2, under review for possible
      downgrade;

    * Class M-9, Current rating Baa3, under review for possible
      downgrade;

Downgrade and Review for Possible Downgrade:

    * Class M-10 downgraded from Ba1 to B3 and on review for       
      possible further downgrade;

    * Class M-11 downgraded from Ba2 to Caa2 and on review for
      possible further downgrade.


SOUTHAVEN POWER: Exclusive Plan Filing Period Extended to Sept. 13
------------------------------------------------------------------
The United States Bankruptcy Court for The Western District Of
North Carolina, Charlotte Division, extended Southaven Power LLC's
exclusive periods to:

     a. file a Chapter 11 plan until Sept. 13, 2007; and

     b. solicit acceptances of that plan until Nov. 8, 2007.

The Debtor tells the Court that it needs more time to determine
the value of ET Power, the single most important asset of its
estate.

The Debtor assures the Court that the extension will not prejudice
the interest of any creditors or parties in interest.

                  Claims Against ET Entities

As reported in the Troubled Company Reporter on April 19, 2007,
the Debtor reminds the Court that it holds claims against PG&E
Energy Trading-Power LP nka NEGT Energy Trading-Power LP and its
parent, PG&E National Energy Group Inc. nka National Energy & Gas
Transmission Inc.

The claims have been filed, and are currently being pursued, in
the jointly administered chapter 11 proceedings of NEGT and ET
Power in the U.S. Bankruptcy Court for the District of Maryland.

The claims stem from the Dependable Capacity and Conversion
Services Agreement, dated as of June 1, 2000, between the Debtor
and ET Power, and the partial guarantee of ET Power's obligations
under the Power Tolling Agreement by NEGT.

The claims were recently liquidated in the arbitration between the
Debtor, and NEGT and ET Power.  Specifically, on Feb. 1, 2007, the
panel that had conducted the arbitration granted the Debtor an
award in the amount of $395,513,731 against ET Power pursuant
to the Power Tolling Agreement, and an award in the amount of
$176,209,004 against NEGT pursuant to the partial guarantee.  In
its opinion issued simultaneously with the final awards, the
panel expressly stated that it did not decide any issue regarding
NEGT's potential increased liability under the guarantee with
regard to future events.

On March 15, 2007, the Maryland Bankruptcy Court placed under
advisement the Debtor's motion seeking an order in the bankruptcy
cases of NEGT and ET Power confirming the final awards and
allowing Southaven's proofs of claim in those cases in the
respective amounts of the final awards.

The Debtor said it has not received any distribution on account of
the awards, and any ultimate recovery will be the principal factor
in determining the structure of any plan of reorganization and any
distributions under that plan.

Moreover, the Debtor explained that it cannot reasonably calculate
expected distributions based on publicly available information
because ET Power has not yet publicly identified expected
distributions in its case, and  NEGT has not published expected
distributions since August 2005.  

"Until the Debtor receives a reliable estimation of likely
recoveries on account of the claims, or some other event
provides the Debtor with sufficient insight into the potential
distributions from ET Power and NEGT, the Debtor cannot make
any meaningful progress in drafting a proposed plan of
reorganization," Lou M. Agosto, Esq., at Moore & Van Allen
PLLC, tells the Court.

                    About Southaven Power LLC

Headquartered in Charlotte, North Carolina, Southaven Power LLC
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power, L.P.  No official
committee of unsecured creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets and debts of more than
$100 million.


SPECIALTY RESTAURANT: Wants to Sell Liquor License for $200,000
---------------------------------------------------------------
Specialty Restaurant Group LLC seeks authority from the U.S.
Bankruptcy Court for the Middle District of Tennessee to sell its
liquor license to Lawrence Grill LLC for $200,000.

The Debtor closed its Lawrenceville, New Jersey location on
Jan. 2, 2007.  Upon closing the location, Plenary Retail
Consumption License No. 1107-33-019-005 -- the liquor license
-- became inactive and the Debtor was required to surrender
the liquor license to the issuer, Lawrenceville Township.  

Kristian W. Gluck, Esq., at Fulbright & Jaworski L.L.P. states
that once the liquor license was surrendered, it became public
record that it was available for purchase.

Mr. Gluck explains that because New Jersey limits the number
of liquor licenses that each township may have, purchasers are
left to buy existing licenses.  Thus, he says, parties interested
in purchasing a liquor license first inquire with the local
township to see if any liquor licenses are inactive and thus
available.

Accordingly, the Debtor chose not to employ a firm to market the
liquor license.

Notwithstanding the Debtor not employing a marketing firm, the
Debtor received multiple inquiries regarding the liquor license.
Ultimately, given that the liquor license was purchased for
$150,000 in 1995, and that liquor licenses in Lawrenceville have
recently sold for $200,000, the Debtor determined that Lawrence
Grill's $200,000 offer is fair and reasonable.

The Debtor tells the Court that Lawrence Grill has deposited
$30,000 with its escrow agent at the execution of the sales
contract.

The Court is set to consider the request at a hearing scheduled
for July 24, 2007, 9:00 a.m., at Courtroom 2, 2nd Floor, Customs
House 701 Broadway in Nashville, Tenn.  Responses are due July 3.

Based in Maryville, Tennessee, Specialty Restaurant Group LLC --
http://www.srg.us/-- owns and operates three restaurant concepts  
with over 35 restaurants primarily located in the Eastern US.  The
company filed for Chapter 11 protection on May 15, 2007 (Bankr.
M.D. Tenn. Case No. 07-03356).  When the Debtors filed for
protection from their creditors, they listed total assets of
$7,231,149 and total debts of $21,285,200.

The company previously filed for Chapter 11 protection on Feb. 13,
2007 (Bankr. N.D. Tex. Case No. 07-30779).  On May 2, 2007, the
Texas Court entered an order changing the venue for the Debtor's
case to the U.S. Bankruptcy Court for the Middle District of
Tennessee.  Lawyers at Fulbright and Jaworski LLP and MGLAW PLLC
represent the Debtors. John C. Leininger, Esq., at Bracewell &
Giuliani LLP represent the Official Committee of Unsecured
Creditors.


SPECIALTY RESTAURANT: Court Extends Exclusive Period to Aug. 13
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
extended Specialty Restaurant Group LLC's exclusive periods to:

a) file a plan until Aug. 13, 2007; and

  b) solicit acceptances of that plan until Oct. 12, 2007.

The Debtor explains that the Court's approval of the extension
is warranted because, among others, the issues relating to its
lease in Naples, Florida remain unresolved.

On May 16, 2007, the Debtor filed an adversary proceeding against
Waterside Shops at Pelican Bay Trust, the lessor for the Debtor's
restaurant at Waterside Shops at Pelican Bay in Naples, Florida,
seeking a ruling from the Court that the Debtor properly exercised
its option to extend the lease for another five years.

The Debtor emphasizes that Waterside has the highest net sales,
hence, its continued operation is a critical component to the
Debtor's reorganization.

Based in Maryville, Tennessee, Specialty Restaurant Group LLC --
http://www.srg.us/-- owns and operates three restaurant concepts  
with over 35 restaurants primarily located in the Eastern US.  The
company filed for Chapter 11 protection on May 15, 2007 (Bankr.
M.D. Tenn. Case No. 07-03356).  When the Debtors filed for
protection from their creditors, they listed total assets of
$7,231,149 and
total debts of $21,285,200.

The company previously filed for Chapter 11 protection on Feb. 13,
2007 (Bankr. N.D. Tex. Case No. 07-30779).  On May 2, 2007, the
Texas Court entered an order changing the venue for the Debtor's
case to the U.S. Bankruptcy Court for the Middle District of
Tennessee. Lawyers at Fulbright and Jaworski LLP and MGLAW PLLC
represent the Debtors. John C. Leininger, Esq., at Bracewell &
Giuliani LLP represent the Official Committee of Unsecured
Creditors.


STERLING CENTRECORP: Completes Sale to SCI Pursuant to Plan
-----------------------------------------------------------
Sterling Centrecorp Inc. disclosed that the proposed arrangement
involving the company, its shareholders and SCI Acquisition Inc.
pursuant to a court-approved plan of arrangement has been
completed.

Under the transaction, the company's registered shareholders will
be entitled to receive $1.26 in cash for each common share
deposited with Equity Transfer & Trust Company.

As a result of the Arrangement, the company becomes a wholly-owned
subsidiary of SCI.  The company has applied to delist its common
shares from trading on the Toronto Stock Exchange.

In this regard, the company reports in a separate statement, First
Capital Realty Inc.'s take-over bid for the company's outstanding
common shares and 8.50% convertible unsecured subordinated
debentures due Dec. 31, 2009, will not proceed.

                      About First Capital

Based in Ontario, Canada, First Capital Realty (TSX: FCR)
-- http://www.firstcapitalrealty.ca/-- is an owner, developer and    
operator of supermarket-anchored neighborhood and community
shopping centers, located in growing metropolitan areas.  The
company currently owns interests in 161 properties, including
7 under development, with approximately 18.9 million square feet
of gross leasable area.  In addition, the company owns
13.9 million shares of Equity One (NYSE: EQY), one of the shopping
center REITS in the southern U.S.  Including its investments in
Equity One, the company has interests in 334 properties totaling
approximately 36.8 million square feet of gross leasable area.

                    About Sterling Centrecorp

Based in Ontario, Canada, Sterling Centrecorp Inc. (TSX:
SCF) -- http://www.sterlingcentrecorp.com/-- is a North American    
real estate investment and management services company
specializing in the retail property sector.  Sterling, through its
North American platform, uncovers and secures real estate
opportunities and then aligns itself with strategic financial
partners to maximize returns for all parties.  The company has
offices located in Toronto, Edmonton, and Montreal, and its U.S.
subsidiary has offices located in West Palm Beach, Charlotte,
Dallas, San Antonio, and Scottsdale.


STRATOS INTERNATIONAL: Earns $604,000 in Fourth Quarter 2007
------------------------------------------------------------
Stratos International Inc.'s net income for the fourth quarter
ended April 30, 2007, was $604,000, as compared with a net loss
for the fourth quarter of fiscal 2006 of $418,000.  The net income
attributable to common stockholders for the fourth quarter of
fiscal 2007 was $587,000.  By comparison, in the fourth quarter of
fiscal 2006, Stratos reported a net loss attributable to common
stockholders of $1.3 million.  

Sales for the fourth quarter of fiscal 2007 were $25.5 million.  
Stratos also recorded license fees and royalty income of $596,000.  
Total revenues were $26 million in the fourth quarter of fiscal
2007, a 26% increase over total revenues of
$20.7 million in the fourth quarter of fiscal 2006.

                        Full Year Results

Net income for the full year 2007 was $1.6 million, as compared
with a net loss for the full year 2006 of $2.6 million.  The net
income attributable to common stockholders for the fiscal year
ended April 30, 2007, was $1.3 million.  By comparison, for the
fiscal year ended April 30, 2006, Stratos reported a net loss
attributable to common stockholders of $4 million.

Sales for the fiscal year ended April 30, 2007 were
$91.7 million.  Stratos also recorded license fees and royalty
income of $1.1 million.  For comparison, sales for the fiscal year
ended April 30, 2006, were $79 million, and license fees and
royalties were $540,000.  Total revenues for the fiscal year 2007
were $92.7 million, as compared with total revenues of $79.6
million for the fiscal year 2006.

As of April 30, 2007, the company listed $99.5 million total
assets and $12.8 million total liabilities, resulting in
$86.7 million total stockholders' deficit.

                 Liquidity and Capital Resources

Common shares outstanding as of April 30, 2007 were 14,500,494
shares.  Cash and short-term investments at April 30, 2007, were
$33.6 million compared to $30.7 million at April 30, 2006.  
Capital expenditures were $300,000 in the fourth quarter of fiscal
2007, and $1.1 million in the full fiscal year 2007, compared to
$200,000 in the fourth quarter of fiscal 2006, and $1 million in
the full fiscal year 2006.

Fourth quarter and fiscal year results are preliminary, as the
company's auditors have not completed their year-end audit.

Andy Harris, president and chief executive officer of Stratos,
remarked, "Our fourth quarter results reflect the strength of the
company we have built over the last several years.  Our goal has
been to continue to unlock value in this company by improving
operations and turning this company profitable."  

                      About Company Name

Headquartered in St. John's, Newfoundland, Canada, with executive
offices in Bethesda, Maryland, Stratos Corporation (Nasdaq: STLW)
-- http://www.stratosglobal.com/-- is a publicly traded company  
that provides a range of mobile and fixed-site remote
communications solutions for users operating beyond the reach of
traditional networks.  The company has offices in Canada, Brazil,
the United Kingdom, Norway, Germany, the Netherlands, Sweden,
Italy, Spain, Turkey, Russia, Kenya, South Africa, United Arab
Emirates, India, Hong Kong, Japan, Singapore, Australia and New
Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on May 9, 2007,
Moody's Investors Service confirmed Stratos Global Corporation's
B1 corporate family, Ba2 senior secured and B3 senior unsecured
ratings and lowered the company's speculative grade liquidity
rating to SGL-4 from SGL-3.  The outlook is negative.  The long
term ratings reflect a B1 probability of default and loss-given
default assessments of LGD 2, 24% on the senior secured debt and
LGD 5, 77% on the senior unsecured notes.


STRUCTURED ASSETS: Moody's Junks Rating on 2006-S3 Cl. B-2 Certs.
-----------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade numerous certificates from three transactions
issued by Structured Asset Securities Corp Trust.  The
transactions are backed by second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.   These
certificates are being downgraded and placed on review for
possible downgrade based on the fact that the bonds' current
credit enhancement levels, including excess spread, may be too low
compared to the current projected loss numbers at the current
rating level.

Complete rating actions are:

Issuer: Structured Asset Securities Corp Trust

Downgrade:

    * Series 2006-S3, Class B-2 downgraded from Ba2 to C

Downgrade and Review for Possible Downgrade:

    * Series 2006-S1, Class B-1 downgraded from Ba1 to B2 and on
      review for possible further downgrade

    * Series 2006-S1, Class B-2 downgraded from Ba2 to B3 and on
      review for possible further downgrade

    * Series 2006-S3, Class M-8 downgraded from Baa2 to B3 and on
      review for possible further downgrade

    * Series 2006-S3, Class M-9 downgraded from Baa3 to Caa1 and
      on review for possible further downgrade

    * Series 2006-S3, Class B-1 downgraded from Ba1 to Caa2 and
      on review for possible further downgrade

Review for Possible Downgrade:

    * Series 2006-S1, Class M-6, Current rating Baa1, under
      review for possible downgrade;

    * Series 2006-S1, Class M-7, Current rating Baa2, under
      review for possible downgrade;

    * Series 2006-S1, Class M-8, Current rating Baa3, under
      review for possible downgrade;

    * Series 2006-S2, Class M-6, Current rating A3, under review
      for possible downgrade;

    * Series 2006-S2, Class M-7, Current rating Baa1, under
      review for possible downgrade;

    * Series 2006-S2, Class M-8, Current rating Baa2, under
      review for possible downgrade;

    * Series 2006-S2, Class M-9, Current rating Baa3, under
      review for possible downgrade;

    * Series 2006-S2, Class B-1, Current rating Ba1, under review
      for possible downgrade;

    * Series 2006-S2, Class B-2, Current rating Ba2, under review
      for possible downgrade;

    * Series 2006-S3, Class M-2, Current rating Aa2, under review
      for possible downgrade;

    * Series 2006-S3, Class M-3, Current rating Aa3, under review
      for possible downgrade;

    * Series 2006-S3, Class M-4, Current rating A1, under review
      for possible downgrade;

    * Series 2006-S3, Class M-5, Current rating A2, under review
      for possible downgrade;

    * Series 2006-S3, Class M-6, Current rating A3, under review
      for possible downgrade;

    * Series 2006-S3, Class M-7, Current rating Baa1, under
      review for possible downgrade;


STRUCTURED ASSETS: Moody's Cuts Ratings on Three Certificates
-------------------------------------------------------------
Moody's Investors Service has downgraded and maintained on review
for possible further downgrade three classes of certificates, and
placed on review for possible downgrade five classes of
certificates from a transaction issued by Structured Asset
Securities Corp Trust in 2006.  These actions are based on the
analysis of the credit enhancement provided by subordination,
overcollateralization and excess spread relative to the expected
loss.  The transaction is backed by closed end second lien loans,
and has seen recent losses that have exceeded the excess spread
available thereby depleting the overcollateralization.
Complete rating actions are as follows:

Issuer: Structured Asset Securities Corp Trust

Downgrade and Review for Possible Downgrade:

    * Series 2006-ARS1, Class M-9, Downgraded to B3 from Baa3 and
      on review for possible further downgrade;

    * Series 2006-ARS1, Class B-1, Downgraded to Caa1 from Ba1
      and on review for possible further downgrade;

    * Series 2006-ARS1, Class B-2, Downgraded to Caa3 from Ba2
      and on review for possible further downgrade.

Review for Possible Downgrade:

    * Series 2006-ARS1, Class M-4, Current rating A1, on review
      for possible downgrade;

    * Series 2006-ARS1, Class M-5, Current rating A2, on review
      for possible downgrade;

    * Series 2006-ARS1, Class M-6, Current rating A3, on review
      for possible downgrade;

    * Series 2006-ARS1, Class M-7, Current rating Baa1, on review
      for possible downgrade;

    * Series 2006-ARS1, Class M-8, Current rating Baa2, on review
      for possible downgrade.


TERWIN MORTGAGE: Moody's Lowers Ratings on 25 Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade certificates from seven transactions issued by
Terwin Mortgage Trust securitizations that closed in 2006.  The
transactions are backed by second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  These
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: Terwin Mortgage Trust 2006-1

Downgrade and Review for Possible Downgrade:

    * Class II-B-1 downgraded from A3 to Baa2 and on review for
      possible further downgrade;

    * Class II-B-2 downgraded from Baa1 to Ba1 and on review for
      possible further downgrade;

    * Class II-B-3 downgraded from Baa2 to Ba3 and on review for
      possible further downgrade;

    * Class II-B-4 downgraded from Baa3 to Caa2 and on review for
      possible further downgrade;

Issuer: Terwin Mortgage Trust 2006-6

Downgrade and Review for Possible Downgrade:

    * Class I-B-3 downgraded from Baa2 to Ba1 and on review for
      possible further downgrade;

    * Class I-B-4 downgraded from Baa3 to Ba3 and on review for
      possible further downgrade;

    * Class I-B-5 downgraded from Ba1 to B1 and on review for
      possible further downgrade;

    * Class I-B-6 downgraded from Ba2 to Caa2 and on review for
      possible further downgrade;

Issuer: Terwin Mortgage Trust 2006-8

Under Review for Possible Downgrade:

    * Class I-B-2, Current rating Baa1, under review for possible
      downgrade;

    * Class I-B-3, Current rating Baa2, under review for possible
      downgrade;

    * Class I-B-4, Current rating Baa3, under review for possible
      downgrade;

Downgrade and Review for Possible Downgrade:

    * Class I-B-5 downgraded from Ba1 to B3 and on review for
      possible further downgrade;

    * Class I-B-6 downgraded from Ba2 to Caa1 and on review for
      possible further downgrade;

Issuer: Terwin Mortgage Trust 2006-4SL

Downgrade and Review for Possible Downgrade:

    * Class B-2 downgraded from Baa1 to Baa3 and on review for
      possible further downgrade;

    * Class B-3 downgraded from Baa2 to Ba1 and on review for
      possible further downgrade;

    * Class B-4 downgraded from Baa3 to Ba3 and on review for
      possible further downgrade;

    * Class B-5 downgraded from Ba1 to B3 and on review for
      possible further downgrade;

    * Class B-6 downgraded from Ba2 to Caa2 and on review for
      possible further downgrade;

Issuer: Terwin Mortgage Trust 2006-10SL

Under Review for Possible Downgrade:

    * Class B-1, Current rating A3, under review for possible
      downgrade;

    * Class B-2, Current rating Baa1, under review for possible
      downgrade;

    * Class B-3, Current rating Baa2, under review for possible
      downgrade;

Downgrade and Review for Possible Downgrade:

    * Class B-4 downgraded from Baa3 to B3 and on review for
      possible further downgrade;

    * Class B-5 downgraded from Ba1 to Caa1 and on review for
      possible further downgrade;

    * Class B-6 downgraded from Ba2 to Caa2 and on review for
      possible further downgrade;

Issuer: Terwin Mortgage Trust 2006-12SL

Under Review for Possible Downgrade:

    * Class M-2, Current rating Aa3, under review for possible
      downgrade;

    * Class M-3, Current rating A2, under review for possible
      downgrade;

    * Class B-1, Current rating A3, under review for possible
      downgrade;

Downgrade and Review for Possible Downgrade:

    * Class B-2 downgraded from Baa1 to Ba3 and on review for
      possible further downgrade;

    * Class B-3 downgraded from Baa2 to B1 and on review for
      possible further downgrade;

    * Class B-4 downgraded from Baa3 to B3 and on review for
      possible further downgrade;

    * Class B-5 downgraded from Ba1 to Caa1 and on review for
      possible further downgrade;

Issuer: Terwin Mortgage Trust 2006-2HGS

Downgrade:

Class B-6 downgraded from Caa3 to C;

Downgrade and Review for Possible Downgrade:

    * Class B-1, downgraded from A3 to Baa1 and on review for
      possible further downgrade;

    * Class B-2 downgraded from Baa1 to Baa3 and on review for
      possible further downgrade;

    * Class B-3 downgraded from Baa2 to Ba2 and on review for
      possible further downgrade;

    * Class B-4 downgraded from Baa3 to B1 and on review for
      possible further downgrade;

    * Class B-5 downgraded from Ba3 to Caa1 and on review for
      possible further downgrade.


THOMAS FRANCHINA: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Thomas Charles Franchina
        18730 Hillstone Drive
        Odessa, FL 33556

Bankruptcy Case No.: 07-04873

Chapter 11 Petition Date: June 8, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
The A.D. Morgan Corp.       judgment                  $405,000
c/o Mark A. Smith, Esq.
Carlton Fields, P.A.
P.O. Box 3239
Tampa, FL 33601-3230

Ripa & Associates, Inc.     judgment                  $142,575
c/o Richard T. Petitt,
Esq.
500 East Kennedy
Boulevard, Suite #200
Tampa, FL 33602-4825

Lucie Trust                 5970 Indian Creek,        $122,000
c/o Aman Law Firm           Suite 501, Miami
14001 North Dale            Beach, FL 33137;
Mabry Highway               value of security:
Tampa, FL 33618             $700,000; value of
                            senior lien:
                            $633,259

State of Ohio               department of              $89,365
                            taxation

Sovereign Bank              2005 Maserati              $88,830
                            Quattro Porte;
                            value of security:
                            $77,500

Suntrust                    2005 Maserati              $85,000
                            Spyder; value of
                            security:
                            $59,950

N.C.O. Financial Systems,   credit card                $71,993
Inc.                        purchases

G.T.E. Federal Credit       2005 Hummer H2             $54,891
Union                       value of
                            security:
                            $32,965

Al Kelly                    expenses due               $25,000

Suntrust Bank               2004 Volvo; value          $22,000
                            of security:
                            $17,500

First Equity                credit card                $14,573
                            purchases

Eric Brooks                 expenses due               $12,000

Lyle Trease                 consulting fees            $12,500

First Point Collection      credit card                 $6,086
Res.                        purchases

Zwicker & Associates, P.C.  collection agency           $5,326
                            for Bank of America
                            credit account
                            number
                            4800115992334698

Lafferty, Architecture      lien                        $3,646
Group

Card Service Center         credit card                 $2,871
                            purchases

Thresholds International,                               $2,615
Inc.

Bank of America             credit card                 $2,585
                            purchases


TRUSTREET PROPERTIES: Fitch Withdraws Low-B Ratings
---------------------------------------------------
Fitch Ratings has withdrawn these ratings for Trustreet Properties
Inc.:

    -- Issuer Default Rating 'BB-';
    -- Revolving bank credit facility and term loan 'BB+';
    -- Senior unsecured debt 'BB-';
    -- Preferred stock 'B+'.

GE Capital Solutions, the leasing, financing and asset management
division of General Electric Company has closed on its previously
announced acquisition of Trustreet.  In connection with the
transaction, the revolving credit facility and term loan have been
repaid and Trustreet's two series of preferred stock are no longer
outstanding.  The senior unsecured debt is now an obligation of
FF-TSY Holding Company II, a subsidiary of the General Electric
Capital Corporation, and is guaranteed by GECC.  Due to the change
of ownership, Fitch will no longer provide rating coverage for
Trustreet.


W&T OFFSHORE: Closes $450 Million Senior Notes Private Placement
----------------------------------------------------------------
W&T Offshore Inc. has completed its private placement of
$450 million principal amount of senior notes due June 15, 2014.
    
The notes bear interest at a fixed rate of 8.25%, payable semi-
annually in arrears on June 15 and December 15, commencing on
Dec. 15, 2007.  The notes are unsecured senior obligations and
rank equal in right of payment with all of the Company's existing
and any future unsecured senior debt.  The notes are also senior
in right of payment to any future subordinated debt.
    
The company intends to use substantially all of the net proceeds
from the private placement of the notes to repay a portion of the
outstanding borrowings under its credit agreement.
    
The notes have not been registered under the Securities Act of
1933 or any state securities laws.  Unless so registered, the
notes may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
Securities Act of 1933 and applicable state securities laws.

W&T Offshore Inc. -- http://www.wtoffshore.com-- is an  
independent oil and natural gas company focused primarily in the
Gulf of Mexico, including exploration in the deepwater and deep
shelf regions.

                           *     *     *

As reported in the Troubled Company Reporter on June 7, 2007,
Moody's assigned a B3 rating (LGD5; 76%) to W&T Offshore Inc.'s
pending $450 million senior unsecured note offering and affirmed
the company's B2 corporate family rating.


WESTERN OIL: Moody's Rates Pending CDN$805MM Senior Loan at Ba2
---------------------------------------------------------------
Moody's assigned a Ba2 rating (LGD3; 32%) to Western Oil Sands
Inc.'s pending 5-year CDN$805 million senior secured bank
revolver, which remains under negotiation.  It would replace an
unrated C$340 million first secured bank revolver.

Moody's affirmed Western's stable outlook and Ba2 Corporate Family
Rating.

Anticipating (i) successful negotiation of amendments to its
Principal Intercreditor Agreement that are satisfactory to its
project partners and bank creditors and (ii) subsequent execution
of the new credit facility and pari passu standing for the notes
and banks, we upgraded the notes to the Corporate Family Rating,
to Ba2 (LGD3; 32%) from Ba3 (LGD4; 64%).

Western remains in a strategic evaluation mode arising, it
reports, from its stated intention to find a downstream solution
to process its share of bitumen production from the Athabasca Oil
Sands Project beyond Expansion #1.  It is exploring alternatives
it believes would best realize the value of its assets and growth
opportunities.  This may result in an acquisition, sale of assets,
merger or other corporate transaction.  Western has a very large
suite of expansion opportunities but, in Moody's view, faces
proportionally massive funding needs over the next five plus years
to fund them.

Moody's comment that Western's ratings accommodate its maintaining
an independent path and the likelihood that, if acquired, the
acquirer would be considerably larger than Western and have debt
ratings stronger rather than weaker than Western's.  The ratings
do not factor in the ratings uplift of an acquisition by very
large, more highly rated firms.

Western's main asset is a 20% undivided interest in the world
scale integrated AOSP in Alberta, Canada with Shell Canada (60%
and operator) and Chevron Canada (20%).  Western's debt is a
parent obligation with a claim on minority AOSP equity and not a
direct claim on AOSP assets.  Western has rights to take minority
interests in a number of AOSP expansions and other new projects
with its partners, requiring very substantial funding beyond cash
flow for the next 6 to 8 years.

The note upgrade anticipates conversion to first secured status,
pari passu with the pending or alternative credit facility.  
Absent pari passu status within 6 months, the notes may be
renotched below the then prevailing Corporate Family Rating.  
Under our Loss Given Default methodology, neither the note or bank
credit ratings are notched above the Corporate Family Rating due
to the lack of a junior capital cushion, plus the security is a
minority interest in AOSP.  Western's debt has no direct claim on
AOSP assets and, in need, would have negligible impact on AOSP's
conduct or the disposition of its assets.

The ratings reflect Western's minority holding in AOSP, a world
scale, long lived, production, resource rich, integrated oil sands
project; the high quality of AOSP's oil sands properties;
resulting very strong asset coverage; and room previously and
currently preserved in the ratings for its massive capital
spending and funding needs.  The ratings are tempered by Western's
minority position in AOSP, highly negative cash flow after capital
spending for many years, surging leverage, multiple new exposures
to new project risks, and cash flow variability due to the risks
of price volatility, operating cost pressure, periodic
significantly reduced production, and escalating expansion costs.
Canada's oil sands projects face completion delays and immense
cost overruns in the mining and especially the upgrading segments,
due to extreme skilled and unskilled labor shortages, productivity
challenges, and escalating costs and shortages for project
components.

New revolver proceeds will fund general corporate needs, repay
existing revolver debt, and partly fund Western's 20% share of
CDN$11.2 billion in AOSP Expansion #1 costs.  To fully fund these
obligations, it will need to issue additional debt and/or equity.
Expansion #1 is a fully integrated expansion of the AOSP's
existing upstream mining and downstream upgrading capacity.  The
expansion would add 100,000 gross barrels per day of production
(20,000 barrels per day net to Western before royalty take by the
government) and has full regulatory and governmental approvals to
proceed.

The ratings are supported by Western's 20% interest in a very
large, very high quality bitumen resource base.  Using forecast
prices and costs, its share of AOSP's phase one and Expansion #1
proven and probable bitumen reserves at year-end 2006, and
assuming they are converted into synthetic crude oil, approximate
250 million proven developed barrels (net of royalties), 454
million net total proven barrels, and 525 million barrels of net
proven plus probable reserves.  Western's current best estimate of
its 20% share of contingent resources is another 891 million
barrels, net. More testimony to asset coverage strength stems from
the fact that lands associated with the proven and probable
reserves comprise only 11 percent of Western's more than 69,000
net acre holdings, with the remainder still relatively
unevaluated.

Ratings restraints include (i) further production downtime risk,
(ii) higher than expected, and still rising, unit operating costs,
(iii) margin erosion as the Canadian dollar strengthens against
the U.S. dollar, (iv) very major front-end capital outlays for new
projects, and escalating leverage, (v) inherent project timing,
performance, and cost overrun risk (vi) oil price and natural gas
cost risk, (vii) the operational and political risks of its Iraqi
Kurdistan exploration program, and (viii) the inevitably high cost
and risk of Western's need to arrange bitumen upgrading capacity.

Ratings advancement would require Western to generate
substantially higher cash flow on expanding AOSP base production
and/or Expansion #1 production and also deliver a conservative
funding plan with ample equity for its expansion capital needs.

Western's ratings were originally assigned with a high level of
confidence in Shell-led AOSP's vast bitumen resource base, Shell's
ability to complete the project, expected sufficiently
satisfactory operating performance, and full knowledge of its
subsequent capital needs in order to participate with Shell and
Chevron in projects in which it has rights to participate. The
outlays would far greater than its original AOSP outlays. Our
ratings horizon also matched the heavy influence of Shell's and
Chevron's implicit financial and technical support for AOSP
completion. The ratings also reflected the discipline of Western's
specifically targeted sources and uses of pre-funded ample equity
and debt for AOSP completion. Western is now in the midst of
planning for its funding of AOSP expansions and other projects, it
faces long-term funding needs far exceeding cash flow, and faces
multiple risks of project overruns and delays.

Moody's project 2007 cash flow after interest expense to be in the
range of CDN$330 million to CDN$350 million. In the absence of
subsequent equity funding, we believe debt would rise from CDN$600
million at year-end 2006 to at least CDN$1.9 billion by year-end
2009 for AOSP Expansion #1 alone, not including further project
construction cost escalation.

Excluding future project cost escalations and any equity issuance,
we estimate that Western's debt would peak at least at CDN$4
billion by 2013, assuming an average of $55/barrel West Texas
Intermediate benchmark prices. Western expects to participate in
AOSP Expansions #2 and #3, for which it must fund a bitumen
upgrading solution.  It also commenced its own in-situ bitumen
project, committed to participate in an in-situ project with
Chevron, is conducting an exploration program in Kurdistan in
northern Iraq, and is evaluating several other large scale oil
sands expansions with Shell and Chevron.

Unadjusted for likely cost escalation, we believe Western's 20%
firm share of capital spending to be in the range of at least
CDN$2.7 billion for the next four years.  If Western undertook its
full current slate of opportunities, capital spending would be
well in excess of an additional CDN$9 billion from 2011 to 2016
for upstream bitumen production and downstream bitumen upgrading
facilities.  This includes very heavy costs Western would incur to
buy, build, or joint venture into a downstream solution for its
own bitumen upgrading requirement for production growth beyond
AOSP Expansion #1.

Third party engineering estimates conclude that proven developed
reserves require approximately CDN$60 million of capital spending
per year to sustain production, totaling approximately CDN$1.5
billion of sustaining outlays over the life of the reserves.  
Using forecast prices and costs, total proven reserves would
require C$5 billion of sustaining and development capital, and
proven plus probable would require approximately CDN$5.4 billion
of capital to fully produce.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital       
  Company               Ticker  ($MM)          ($MM)     ($MM)  
  -------               ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         118       (4)
AFC Enterprises         AFCE        (25)         162        4
Alaska Comm Sys         ALSK        (29)         551       19
Alliance Imaging        AIQ          (4)         678       50
Bare Escentuals         BARE       (189)         184       91
Blount International    BLT         (98)         448      135
CableVision System      CVC      (5,349)       9,654     (638)
Calpine Corp            CPNLQ    (7,348)      18,594   (3,055)
Carrols Restaurant      TAST        (24)         453      (28)
Cell Therapeutic        CTIC       (101)          94       24
Centennial Comm         CYCL     (1,090)       1,393       92
Charter Comm            CHTR     (6,345)      15,177   (1,015)
Cheniere Energy         CQP        (168)       2,104      108
Choice Hotels           CHH         (70)         305      (55)
Cincinnati Bell         CBB        (773)       1,951       27
Claymont Stell          PLTE        (50)         150       67
Compass Minerals        CMP         (46)         691      157
Corel Corp.             CRE         (21)         271      (42)
Crown Holdings          CCK        (225)       6,582      310
Crown Media HL          CRWN       (519)         759       64
CV Therapeutics         CVTX        (90)         356      263
Cyberonics              CYBX        (16)         137      (28)
Dayton Superior         DSUP       (106)         312       60
Deluxe Corp             DLX         (40)       1,223     (402)
Denny's Corporation     DENN       (221)         444      (67)
Depomed Inc.            DEPO        (37)          37       16
Domino's Pizza          DPZ        (561)         421       39
Dun & Bradstreet        DNB        (458)       1,392     (238)
Echostar Comm           DISH        (30)       9,066    1,150
Eisntein Noah Re        BAGL       (131)         135       (9)
Embarq Corp             EQ         (331)       8,983     (409)
Emeritus Corp.          ESC        (112)         953      (55)
Empire Resorts I        NYNY        (10)          71       12
Encysive Pharmaceutical ENCY       (122)          87       52
Enzon Pharmaceutical    ENZN        (55)         369      180
Epix Pharmaceutical     EPIX        (51)         112       39
Extendicare Real        EXE-U       (20)       1,316       29
Foamex Intl             FMXI       (272)         579      150
Ford Motor Co           F        (3,447)     281,491   (8,138)
Gencorp Inc.            GY          (65)       1,037       31
General Motors          GM       (3,202)     185,198   (5,059)
Graftech International  GTI         (86)         772      241
Healthsouth Corp.       HLS      (1,602)       3,238     (398)
I2 Technologies         ITWO        (15)         185       32
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,755)       1,508      171
IMAX Corp               IMX         (33)         243       84
Incyte Corp.            INCY       (104)         325      261
Indevus Pharma          IDEV       (144)          76       36
Intermune Inc           ITMN        (55)         249      195
Isolagen Inc            ILE         (48)          49       21
Ista Pharmaceuticals    ISTA        (15)          48       18
Jazz Pharmaceuticals    JAZZ       (195)         201       47
Koppers Holdings        KOP         (70)         671      177
Life Sciences           LSR          (1)         237       25
Lodgenet Entertainment  LNET        (54)         274        8
McMoran Exploration     MMR         (47)         446      (31)
Mediacom Comm           MCCC       (110)       3,620     (269)
National Cinemed        NCMI       (585)         401       43
Neurochem Inc            NRM        (34)          61       20
New River Pharma        NRPH       (110)         152      (19)
Nexstar Broadcasting    NXST        (80)         709       23
NPS Pharm Inc.          NPSP       (213)         180     (219)
ON Semiconductor        ONNN       (138)       1,441      309
Protection One          PONN        (85)         441       (1)
Qwest Communication     Q        (1,534)      20,701   (1,440)
Radnet Inc.             RDNT        (48)         396       31
Ram Energy Resources    RAME         (2)         184       (6)
Regal Entertainment     RGC        (130)       3,085     (131)
Riviera Holdings        RIV         (28)         221       13
RSC Holdings Inc        RRR        (408)       3,281   (3,410)
Rural Cellular          RCCC       (587)       1,362      183
Rural/Metro Corp.       RURL        (93)         298       38
Savvis Inc.             SVVS        (14)         640      145
Sealy Corp.             ZZ         (154)       1,021       61
Senorx Inc              SENO         (4)          16        2
Sipex Corp              SIPX        (12)          53        7
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (178)       3,694      (46)
Stelco Inc              STE         (83)       2,788      656
Sun-Times Media         SVN        (369)         929     (265)
Suncom Wire-CL          SCWH       (433)       1,639      209
TechTarget              TTGT        (66)          94       31
Town Sports Int.        CLUB        (20)         436      (52)
Unisys Corp.            UIS          (5)       3,913      317
Weight Watchers         WTW      (1,053)       1,019      (82)
Western Union           WU         (172)       5,354      972
Westmoreland Coal       WLB        (108)         759      (55)
Worldspace Inc.         WRSP     (1,641)         527       85
WR Grace & Co.          GRA        (467)       3,628      912
XM Satellite            XMSR       (445)        1943      (76)
Xoma Ltd.               XOMA         (6)          70       28

                             *********

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, Sheena Jusay, 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 ***