TCR_Public/070504.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 4, 2007, Vol. 11, No. 105

                             Headlines

AEARO TECHNOLOGIES: S&P Junks Rating on $200 Million Sr. Term Loan
ALL AMERICAN: Bankruptcy Court Approves First Day Motions
AMERICAN FAMILY: Voluntary Chapter 11 Case Summary
ANDREW KORN: Voluntary Chapter 11 Case Summary
APOSTOLIC CHURCH: Case Summary & Largest Unsecured Creditor

ARR-MAZ CUSTOM: Cash Distribution Cues S&P to Lower Rating to B-
ASARCO LLC: Taps Consulting Experts to Handle MRI & AMC Litigation
ASARCO LLC: Can Hire Fennemore Craig as Special Counsel
ASC INC: Case Summary & 20 Largest Unsecured Creditors
ASSET ACCEPTANCE: Moody's Puts Corporate Family Rating at B1

ASSET SECURITIZATION: Fitch Holds Low-B Ratings on 2 Certificates
ASSOCIATED ESTATES: Declares Preferred Shares' Quarterly Dividend
ASSOCIATES MANUFACTURED: S&P Cuts Rating on Junk S. 1996-2 Certs.
BEAR STEARNS: Moody's Holds Low-B Ratings on Six Certificates
BOSTON SCIENTIFIC: COO Says Company Mulls Sale of Noncore Assets

BOSTON SCIENTIFIC: Names Sam Leno as Chief Financial Officer
BRIGHTPOINT INC: Earns $35.6 Million in Year Ended December 31
CABLEVISION SYSTEMS: Dolan Merger Cues Fitch's Negative Watch
CABLEVISION SYSTEMS: Moody's Places All Ratings Under Review
CABLEVISION SYSTEMS: Dolan Offer Prompts S&P's Negative Watch

CABLEVISION SYSTEMS: Privatization Cues DBRS to Review Ratings
CABLEVISION SYSTEMS: Posts $26.3 Mil. Net Loss in Qtr Ended Mar 31
CELESTICA INC: Moody's Downgrades Corporate Family Rating to B1
CERADYNE INC: Earns $38.1 Million in Quarter Ended March 31
CHIQUITA BRANDS: Weak Operating Results Cue S&P's B Corp. Credit

CIGNA CORP: Earns $289 Million in First Quarter Ended March 31
CINRAM INT'L: Inks $50 Million Acquisition Deal with Ditan
CITY OF NEW ORLEANS: Moody's Upgrades Rating on Tax Debt
COMMERCIAL REALTY: Files Joint Chapter 11 Plan of Reorganization
CORPORATE BACKED: S&P Lifts Ratings on $27 Mil. Certificates to B

CONSTELLATION BRANDS: Earns $331.9 Million in Year Ended Feb. 28
CREDIT SUISSE: Moody's Holds Low-B Ratings on Six Certificates
CYBERONICS INC: Hires Daniel Moore as Pres. & CEO Effective May 1
DALLAS ROOF: Voluntary Chapter 11 Case Summary
DUANE CAUSWELL: Voluntary Chapter 11 Case Summary

DURA AUTOMOTIVE: Evaluates Strategic Alternatives for Atwood Group
DUTCH HILL: Fitch Rates $11.8 Million Class D-3 Notes at BB+
EDISON MISSION: Fitch Expects to Rate $2.7 Bil. Sr. Notes at BB-
ENTERGY NEW ORLEANS: Court Approves Settlement Deal with Hartford
ENTERGY NEW ORLEANS: Wants $180 Mil. Investment in Federated OK'd

ENTERGY NEW ORLEANS: Judge Brown Confirms Chapter 11 Plan
FORD MOTOR: Navistar Files $2 Billion Counter-Claim
FORD MOTOR: April U.S. Sales Decreased 13%, to 228,623
GENERAL MOTORS: April Sales Down 2.2%; Daily Rental Sales Down 36%
GENERAL MOTORS: Earns $62 Million in Quarter Ended March 31

GENTA INC: NASDAQ to Delist Stocks Due to Bid Price Non-Compliance
GEOKINETICS INC: Commences Offering of 4.5 Million Common Stock
GMAC COMMERCIAL: Moody's Holds Low-B Ratings on 6 2002-C3 Certs.
GMAC LLC: Massive Losses Prompt S&P to Affirm BB+/B-1 Rating
GOLDMAN SACHS: S&P Puts BB+ Rated Class B Notes on Positive Watch

GREAT LAKES: Refinancing Prompts Moody's to Affirm Debt Ratings
GREENWICH CAPITAL: Moody's Holds Low-B Ratings on Six Certificates
HAYES LEMMERZ: Moody's Upgrades Unit's Corporate Rating to B3
HAYES LEMMERZ: Planned Debt Reduction Cues S&P to Upgrade Ratings
HIGHVIEW RESOURCES: Completes Reorganization Initiatives

INDYMAC MANUFACTURED: Poor Performance Cues S&P to Lower Rating
INGRESS I: Fitch Holds Junk Rating on $28 Million Class C Notes
IPC SYSTEMS: Moody's Junks Rating on New $315 Million Loan
JAMES KOONCE: Case Summary & 17 Largest Unsecured Creditors
JOE THOMAS: Case Summary & 3 Largest Unsecured Creditors

JOHN MIKUS: Voluntary Chapter 11 Case Summary
JOSEPH PINTOLA: Voluntary Chapter 11 Case Summary
LB-UBS COMMERCIAL: Moody's Lowers Ratings on Six Certificates
LINDA BORGOGNONE: Case Summary & 18 Largest Unsecured Creditors
LLOVET ENTERPRISE: Case Summary & 17 Largest Unsecured Creditors

MAXXCAPP CORP: Fails to Meet TSX-Venture Filing Regulations
MERCHANTS INSURANCE: Fitch Affirms and Withdraws BB+ Rating
MGM MIRAGE: Withdraws Proposal to Develop a Lottery Facility
NAVISTAR INTERNATIONAL: Files $2 Bil. Counter-Claim Against Ford
NEW COREY: Case Summary & Nine Largest Unsecured Creditors

NRG ENERGY: S&P Lifts Rating on $4.7 Bil. Unsecured Bonds to 'B'
NUTRO PRODUCTS: Mars Offer Cues S&P's Positive CreditWatch
ON SEMICONDUCTOR: Steady Gains Cue S&P to Up Credit Rating to BB-
PAC-WEST TELECOMM: Organizational Meeting Scheduled for May 9
PACIFIC LUMBER: Court OKs Morrison & Foerster as Special Counsel

PALACE DEVELOPERS: Case Summary & XX Largest Unsecured Creditors
PORTRAIT CORP: Inks Pact Selling Assets to CPI for $100MM Cash
QWEST CORP: Moody's Rates Planned $400MM Sr. Notes Offering at Ba1
QWEST CORP: Fitch Rates Proposed $400 Million Senior Notes at BBB-
QWEST CORP: S&P Rates Proposed $400 Million Notes at BB+

RANDY SCHNEIDT: Case Summary & 4 Largest Unsecured Creditors
RESTORATION FUNDING: S&P Withdraws BB- Rating on Class E Notes
RICARDO FORNESA: Case Summary & 49 Largest Unsecured Creditors
SAN FRANCISCO RAWHIDE: Case Summary & 3 Largest Unsec. Creditors
SINCLAIR BROADCAST: Plans to Offer $300MM of Convertible Sr. Notes

SKILLED HEALTHCARE: S&P Places Ratings on Positive CreditWatch
SOLUTIA INC: Exclusive Plan Filing Period Extended Until July 30
SOLUTIA INC: Gets Open Ended Extension of Lease Decision Deadline
SPENCER PARTNERS: Chapter 15 Petition Summary
STONY HILL: S&P Puts BB- Rated Class A Notes on Positive Watch

STRATHMORE MINERALS: Exploration Drill Program in Wyoming Okayed
SYNTHEMED INC: Posts $1.1 Million Net Loss in Qtr Ended March 31
UNIVERSAL CITY: Moody's Affirms B1 Corporate Family Rating
USI HOLDINGS: Fitch Cuts Issuer Default Rating to B- from BB-
VALEANT PHARMA: Incurs $22 Mil. Net Loss in Quarter Ended Dec. 31

VISTEON CORP: Posts $153 Million Net Loss in Qtr Ended March 31
VONAGE HOLDINGS: Circuit Court Denies Bid for Patent Case Retrial
YUKOS OIL: Two More Lots Set for Auction in June
YUKOS OIL: Rosneft Oil Wins Auction to Buy East Siberian Assets

* Baker Botts Welcomes Victor Vital to Dallas' Litigation Dep't.
* Clear Thinking Accepts Adam Cook as Turnaround Management Leader

* BOOK REVIEW: American Economic History

                             *********

AEARO TECHNOLOGIES: S&P Junks Rating on $200 Million Sr. Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Aearo Technologies Inc.'s proposed $735 million senior
secured credit facilities.  The $60 million first-lien senior
secured revolving credit facility was rated 'B+' with a '1'
recovery rating, indicating a high expectation of full recovery of
principal in the event of default.  The $475 million first-lien
senior secured term loan was rated 'B' with a '3' recovery rating,
indicating a meaningful expectation of full recovery.  And the
$200 million second-lien senior secured term loan was rated 'CCC+'
with a '5' recovery rating, indicating a negligible expectation of
full recovery.  
     
At the same time, Standard & Poor's revised its outlook on Aearo
to negative from stable based on the company's recently proposed
recapitalization that will result in higher financial leverage.  
The 'B' corporate credit rating has been affirmed.  Standard &
Poor's will withdraw existing ratings on Aearo's currently
outstanding senior secured facilities upon completion of the
proposed transaction.


ALL AMERICAN: Bankruptcy Court Approves First Day Motions
---------------------------------------------------------
All American Semiconductor, Inc. disclosed the approval of its
first day motions by the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division.  The company received
approval of first day motions seeking relief to enable the company
to continue operations during the Chapter 11 process, including
debtor-in-possession financing from its existing bank group, and
the payment of prepetition, employee-related and certain customer
obligations.

In addition, All American received Bankruptcy Court approval of
bidding procedures for an auction sale of its businesses as a
going concern to be completed no later than June 8, 2007.

The Court approved interim DIP financing of up to $13 million,
which is expected to provide the company with sufficient liquidity
to continue operations during the Chapter 11 case and is based on
a budget agreed upon with the bank group.  The final hearing on
DIP financing is scheduled to be held on May 17, 2007.

"We are pleased with this outcome," Bruce Goldberg, President and
CEO of All American, said.  "The Court's approval of our motions
allows All American to continue as a going concern as we work
towards an auction sale of the business."

The approved sale process provides for interested purchasers to
complete due diligence and submit binding bids by May 28, 2007,
with the auction scheduled for May 31 at the Miami offices of the
company's counsel, Squire, Sanders & Dempsey, L.L.P.  The hearing
to approve a sale to the highest bidder at the auction is
scheduled for June 5, 2007, with the sale closing no later than
June 8.

Prior to the company's bankruptcy filing on April 25, 2007, it
signed a nonbinding letter of intent with a potential purchaser of
substantially all of the company's and its subsidiaries' assets.  
The company advised the Bankruptcy Court that it is actively
negotiating a binding purchase agreement with this party to become
the stalking horse for the sale.  In the event such an agreement
is reached, specific stalking horse protections, including a
breakup fee, will be subject to the approval of the DIP lenders
and the Bankruptcy Court. In addition, a sale to the highest
bidder at the auction will also require the approval of the
Bankruptcy Court.

The Chapter 11 filing included the company's 33 subsidiaries in
the United States, Canada, Mexico, Europe and Asia.  All American
determined to file for relief under Chapter 11 after extensively
exploring and carefully evaluating all of its options.  All
American believes that the Chapter 11 process provides the best
alternative for maximizing the value of the company for the
benefit of its stakeholders including suppliers, customers and
employees.

                About All American Semiconductor

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

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


AMERICAN FAMILY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: American Family Estates, Inc.
        9637 Anderson Lakes Parkway, Suite 153
        Eden Prairie, MN 55344

Bankruptcy Case No.: 07-41485

Chapter 11 Petition Date: May 2, 2007

Court: District of Minnesota (Minneapolis)

Judge: Dennis D O'Brien

Debtor's Counsel: William A. Vincent, Esq.
                  17736 Excelsior Boulevard
                  Minnetonka, MN 55345
                  Tel: (952) 401-8880
                  Fax: (952) 401-8889

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ANDREW KORN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtors: Andrew R. Korn
         Jo Elizabeth Schifani Korn
         4221 Avondale Avenue
         Dallas, TX 75219

Bankruptcy Case No.: 07-32186

Chapter 11 Petition Date: May 2, 2007

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

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.


APOSTOLIC CHURCH: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: The Apostolic Church of Jesus, Inc.
        1130 Merritt Street
        Altamonte Springs, FL 32701

Bankruptcy Case No.: 07-01745

Type of Business: See http://www.acoj.com/

Chapter 11 Petition Date: May 1, 2007

Court: Middle District of Florida

Judge: Arthur B. Briskman

Debtor's Counsel: David R. McFarlin, Esq.
                  Wolff, Hill, McFarlin & Herron, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                                          Claim Amount
   ------                                          ------------
Cecil Allen Construction, Inc.                         $100,000
18 North College Street
Eatonville, FL 32751


ARR-MAZ CUSTOM: Cash Distribution Cues S&P to Lower Rating to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Arr-Maz Custom Chemicals Inc. to 'B-' from 'B'.  The
outlook is stable.
      
"The downgrade was prompted by Arr-Maz's plan to make an
approximately $44 million cash distribution to shareholders," said
Standard & Poor's credit analyst Cynthia Werneth.  "This
transaction will result in a very highly leveraged financial
profile, with total debt of $220 million and total debt to EBITDA
near 7x."
     
At the same time, based on preliminary terms and conditions, S&P
assigned senior secured bank loan ratings to Arr-Maz's proposed
$15 million six-year revolving credit facility and $154 million
first-lien term loan.  The loans are rated 'B-' with a recovery
rating of '2', indicating S&P's expectation that lenders under
these facilities would experience substantial (80% to 100%)
recovery of principal in a payment default.
     
S&P also assigned ratings, based on preliminary terms and
conditions, to Arr-Maz's proposed $66 million 6.5-year second-lien
term loan.  The loan is rated 'CCC' with a recovery rating of '5'
to reflect S&P's belief that second-lien lenders would experience
negligible (0% to 25%) recovery of principal in a payment default.
     
Proceeds from the proposed term loans will be used to make the
cash distribution to all shareholders and to refinance existing
debt.  S&P will withdraw the ratings on Arr-Maz's existing bank
loans upon completion of the refinancing.
     
The ratings on Mulberry, Florida-based Arr-Maz reflect the limited
size and scope of the company's operations as a producer of niche
specialty chemicals and its very highly leveraged financial
profile.
     
Arr-Maz is a narrowly focused producer of process chemicals and
functional additives, including reagents and coatings, to the
phosphate fertilizer and mining industries, which account for more
than half of total sales.


ASARCO LLC: Taps Consulting Experts to Handle MRI & AMC Litigation
------------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
consulting experts to handle certain avoidance and recovery
issues, nunc pro tunc to March 14, 2007.

ASARCO LLC had filed a complaint to avoid and recover, from
Americas Mining Corporation and Grupo Mexico, S.A. de C.V., 54.2%
of its ownership interest in Southern Copper Corporation.  ASARCO
also filed a complaint to avoid and recover, from Montana
Resources, Inc., its ownership interest in the Montana Resources
general partnership.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
contends that the AMC and MRI Litigations represent substantial
assets of the Debtor's estate.  ASARCO anticipates utilizing
experts on issues related to the AMC and MRI Litigations.

The Consulting Experts will:

   -- assist ASARCO in the ongoing development and analysis of
      the issues involved in the Litigations; and

   -- testify at trial to facilitate the orderly, unified
      presentation and expert analysis of the various aspects of
      evidence supporting ASARCO's position in the Litigations.

ASARCO will pay the Consulting Experts according to their
customary hourly rates:

      Professional                        Hourly Rate
      ------------                        -----------
      Managing Director                   $450 - $725
      Director                            $350 - $475
      Associate Director                  $250 - $300
      Managing Consultant                 $200 - $275
      Senior Consultant                   $175 - $225
      Consultant                          $150 - $200
      Analyst                              $95 - $150

Mr. Kinzie tells the Court that the Consulting Experts do not
represent any interest adverse to ASARCO and its estates.  The
Consulting Experts are also "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

Consistent with Rule 26 of the Federal Rules of Civil Procedure,
ASARCO is not required to disclose the names of the Consulting
Experts until the time it determines whether or not it will
designate the Consulting Experts as testifying experts and
present their opinions at trial, Mr. Kinzie notes.

To the extent the Court desires to review the name,
qualifications, retention agreement and scope of employment of
the Consulting Experts, ASARCO seeks the Court's permission to
file that information under seal.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Can Hire Fennemore Craig as Special Counsel
-------------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Fennemore Craig, P.C. as its special counsel, nunc pro tunc to
Jan. 1, 2007.

As reported in the Troubled Company Reporter on Apr. 13, 2007,
Fennemore Craig will continue to provide legal services to ASARCO
on matters concerning real estate, employment, regulatory,
legislative, general corporate, water and environmental law and
other related areas of the law.

ASARCO will pay the Firm for its services based on the firm's
customary hourly rates:

         Professional             Hourly Rate
         ------------             -----------
         Shareholder              $310 - $550
         Counsel                  $275 - $500
         Associates               $210 - $300
         Paralegals               $125 - $175

ASARCO anticipates that Fennemore's monthly fees in the future
will exceed the $20,000 monthly rolling average for ordinary
course professionals.

Cathy L. Reece, Esq., a shareholder and director at Fennemore,
assures the Court that her firm does not represent any interest
adverse to ASARCO and its estate and is a "disinterested person"
as the term is defined under Section 101(14) of the Bankruptcy
Code.

Ms. Reece discloses that as of the Petition Date, Fennemore holds
a $104,232 prepetition retainer.  Pursuant to the OCP Order,
Fennemore applied the prepetition retainer to their outstanding
prepetition fees and expenses, aggregating $40,597.  Fennemore
continues to hold the remaining $63,634 of the retainer.  Ms.
Reece says Fennemore will apply the remaining retainer to the
firm's approved fees and expenses for January and February 2007.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASC INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ASC, Incorporated
        c/o Gary H. Cunningham, Esq.
        Giarmarco, Mullins & Horton, P.C.
        101 West Big Beaver Road, 10th Floor
        Troy, MI 48084

Bankruptcy Case No.: 07-48680

Chapter 11 Petition Date: May 2, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Gary H. Cunningham, Esq.
                  Giarmarco, Mullins & Horton, P.C.
                  Tenth Floor Columbia Center
                  101 West Big Beaver Road, 10th Floor
                  Troy, MI 48084-5280
                  Tel: (248) 457-7056
                  Fax: (248) 457-7001

                        -- and --

                  Sean M. Walsh, Esq.
                  Giarmarco, Mullins & Horton, P.C.
                  Tenth Floor Columbia Center
                  101 West Big Beaver Road, 10th Floor
                  Troy, MI 48084-5280
                  Tel: (248) 457-7091

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Whitehall Industries                                   $703,325
P.O. Box 97520
Chicago, IL 60678-7520

Bridgewater Interior                                   $547,383
4617 West Fort Street
Detroit, MI 48209

Power Packer                                           $540,475
23156 Network PL
Chicago, IL 60673

Cambridge Tool & Manufacturing                         $520,987
P.O. Box 198747
Atlanta, GA 30384-8747

General Pattern Co., Inc.                              $489,223
3075 84th Lane Northeast
Blaine, MN 55449

Top-Line Automotive, L.L.C.                            $393,674
519 8th Avenue
New York, NY 10018

Quality Metalcraft, Inc.                               $385,475
33355 Glendale
Livonia, MI 48150

American Axle & Manufacturing, Inc.                    $356,236
Drawer, Suite 5893
Detroit, MI 48279-5893

Haartz Corp.                                           $323,654
P.O. Box 3905
Boston, MA 02241-3905

Deezee, Inc.                                           $318,129
P.O. Box 3090
Des Moines, IA 50316

Great Lakes Die Cast                                   $281,236
4473 Paysphere Circle
Chicago, IL 60674

Bossard/M.M.G.                                         $279,397
P.O. Box 78043
Milwaukee, WI 53278-8043

Global Technology Associates                           $230,438

City of Oak Park Treasurer                             $210,863

Guardian Industries Corp.                              $197,758

Motor City Stamping, Inc.                              $189,434

Jerz Machine Tool Corp.                                $184,624

Findlay Industries, Inc.                               $168,007

Norplas Industries, Inc.                               $149,640

Interchez Logistics Systems                            $147,418


ASSET ACCEPTANCE: Moody's Puts Corporate Family Rating at B1
------------------------------------------------------------
Moody's Investors Service has assigned these ratings to Asset
Acceptance Capital Corp.:

    * Corporate Family Rating: B1
    * Senior Secured $100 million Revolving Credit Facility: B1
    * Senior Secured $150 million Term Loan B Facility: B1

The rating outlook is stable.

The ratings are assigned in conjunction with AACC's planned
recapitalization program, through which it will use the proceeds
of a $150 million term loan to engage in a stock repurchase
program (up to $75 million) and pay a special dividend to
shareholders for the balance of the $150 million.  The credit
facilities carry the same ratings as the Corporate Family Rating,
as these facilities represent AACC's only debt.

AACC maintains a strong market position in its core charged off
consumer debt management business -- a market that remains quite
fragmented.  The company also benefits from a capable senior
management team led by CEO Brad Bradley, who has 28 years of
experience with AACC.

AACC possesses a sophisticated portfolio
evaluation/acquisition/collections platform that has produced a
strong collections track record, with a collections/purchase price
multiple averaging 4.5x over past 10 years (past 3 years
approximately 3.5x).  The company has exhibited discipline in
asset purchases, generally eschewing aggressive asset purchases
when industry pricing is "irrational."

AACC also possesses satisfactory capitalization: although AACC has
experience in operating with leverage, over the past several years
the company has operated with essentially zero leverage; even with
the proposed recapitalization, leverage will remain at reasonable
levels.

The company benefits from generally favorable industry
characteristics, including a growing pool of consumer debt
outstanding, an increasing number of credit card charge-offs, and
increasing volumes of charged-off debt sales.  That said, the
purchased accounts receivable business has become increasingly
competitive, with several new companies entering the market.  
While the number of portfolio sales has increased, demand has
outweighed supply, which has caused pricing to increase over the
past 3-4 years reducing AACC's potential earnings.  This trend may
be exacerbated by credit card industry consolidation which may
give remaining players increased market power in the price and
terms of sales of charged-off credit card accounts.

Credit challenges facing AACC include its monoline nature (AACC is
wholly reliant on a business line that is controversial and
litigious in nature) and its management of rapid growth.  AACC has
grown rapidly over the past 5 years, with purchased receivables
growing at a CAGR (2001-2006) of approximately 26%.  Although to
date the company has managed growth effectively, rapid growth can
lead to stress on controls and management and systems capacity,
which could adversely affect the company's business and operating
results.  Additionally, this growth rate in the face of heightened
competition further indicates margin erosion in the future.  It
may also indicate the challenge of operating this business as a
public company where the pressure to grow earnings is consistent
while on the other hand the ability to selectively acquire assets
at a reasonable cost is more sporadic.

Moody's also points out the speculative nature of AACC's assets.  
Although Moody's acknowledges AACC's solid track record in
collecting on charged-off consumer debt portfolios, nevertheless
market confidence, perception and sensitivity regarding expected
volatility of this asset class may cause reduced liquidity,
particularly if AACC experiences financial stress.  Adding to this
risk, in Moody's view AACC possesses limited liquidity sources and
faces refinancing risk: the term loan effectively has a bullet
maturity.

AACC's business is also subject to model risk, i.e. regarding cash
flow forecasting and portfolio valuation, in the absence of
readily obtainable market values.  For example, lower than
forecast collections cash flows would cause impairment charges,
which would reduce earnings and cause earnings volatility.

In Moody's view AACC is also subject to an element of key man risk
in the person of longtime CEO Brad Bradley.  Finally, although
well managed to date, the company faces event risk regarding
litigation and/or legislative action.  The firm's substantial
commitment to maintain operations in house can lead to better
controls regarding this risk.

Headquartered in Warren, Michigan, AACC purchases charged-off
consumer debt from credit issuers, and then uses proprietary
methods to collect on these receivables.  As of March 31, 2007
AACC reported total assets of $352 million.


ASSET SECURITIZATION: Fitch Holds Low-B Ratings on 2 Certificates
-----------------------------------------------------------------
Fitch Ratings upgrades Asset Securitization Corp.'s commercial
mortgage pass-through certificates, series 1997-D5 as:

    -- $39.5 million class A-5 to 'AA' from 'A+'.

In addition, Fitch affirms the ratings on these classes:

    -- $549.0 million class A-1C at 'AAA';
    -- $229.8 million class A-1D at 'AAA';
    -- $52.6 million class A-1E at 'AAA';
    -- Interest-only class PS-1 at 'AAA';
    -- $87.7 million class A-2 at 'AAA';
    -- $52.6 million class A-3 at 'AAA';
    -- $26.3 million class A-4 at 'AAA';
    -- $43.9 million class A-6 at 'BBB+';
    -- $21.9 million class A-7 at 'BB+';
    -- $39.5 million class B-1 at 'B'.

Class B-2 remains at 'CC/DR4'.

Classes A-1A, A-CS1, and A-1B have paid in full.  Classes B-3
through B-7H have been reduced to zero due to realized losses.

The rating upgrade is the result of increased credit enhancement
due to 11.6% paydown as well as stable overall pool performance
since Fitch's last rating action.  The transaction has paid down
32.7%, to $1.2 billion from $1.8 billion at issuance.  In
addition, 31 loans, 27.9% of the pool, have defeased, including
the Fath Multifamily Pool, 6.3%, a credit assessed loan and the
second largest in the pool.

There is currently one loan (0.5%) in special servicing that is
current.  The loan is collateralized by an industrial property in
Pottstown, Pennsylvania.  The property has suffered from low
occupancy.  In addition, the borrower is currently involved in
litigation with the borrower of an adjacent property.  However,
Fitch does not project losses at this time.

Fitch is also concerned with two separate litigation cases.  The
first case involves the bankruptcy proceedings of the operating
entity of the Dr.'s Hospital loan, which has been resolved from
the trust

The special servicer escrowed approximately $2.7 million from the
settlement proceeds of the Dr.'s Hospital breach of
representations and warranty claim, and $1 million remains.  
Future legal fees associated with this case will not cause
interest shortfalls as long as these funds remain.

In addition, there is ongoing litigation filed on behalf of the
trust by the special servicer against the loan seller for breach
of representations and warranties for seven loans that have been
liquidated from the trust, causing $27.7 million in losses.  Fitch
is concerned that future legal fees associated with this
litigation as well as amounts above the $2.7 million escrowed in
the bankruptcy proceeds may cause future shortfalls to certain
junior classes.

Four loans (22.4%), the Saul Centers pool, 3 Penn Plaza, the Swiss
Bank Tower and Comsat maintain investment grade credit
assessments. One loan, the Westin Casuarina Resort, maintains a
below investment grade credit assessment.


ASSOCIATED ESTATES: Declares Preferred Shares' Quarterly Dividend
-----------------------------------------------------------------
Associated Estates Realty Corporation declared a quarterly
dividend of $0.54 per one-tenth depositary share on the company's
8.70% Class B Series II Cumulative Redeemable Preferred Shares
(NYSE: AECPRB), payable on June 15, 2007 to shareholders of record
on June 1, 2007.

Each depositary share represents one-tenth of a share of the
company's 8.70% Class B Series II Cumulative Redeemable Preferred
Shares.

For more information, please contact:

   Michael Lawson
   Vice President of Investor Relations
   Tel: (216) 797-8798
     
   Kimberly Kanary
   Manager of Corporate Communications
   Tel: (216) 797-8752

Headquartered in Cleveland, Ohio, Associated Estates Realty
Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real
estate investment trust.  The REIT directly or indirectly owns,
manages or is a joint venture partner in 99 multifamily
communities containing a total of 20,650 units located in nine
states.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2006,
Moody's Investors Service raised the senior unsecured debt shelf
rating of Associated Estates Realty Corporation to B1 from B2.
The B3 preferred stock shelf rating was affirmed.  The rating
outlook is stable.


ASSOCIATES MANUFACTURED: S&P Cuts Rating on Junk S. 1996-2 Certs.
-----------------------------------------------------------------
Standard & Poor's raised its ratings on the class B-1 and B-2
certificates from Associates Manufactured Housing Contract Pass
Through Certificates' series 1996-1, 1997-1, and 1997-2.  In
addition, the rating on the class B-2 certificates from
Associates' series 1996-2 was lowered. Furthermore, the ratings on
six classes from the four transactions were affirmed.
     
The raised ratings reflect a weak-link to Standard & Poor's long-
term credit rating on Citigroup Inc., which was raised to 'AA' on
Feb. 14, 2007.  Citigroup Inc. provides limited guarantees on the
class B-1 and B-2 certificates in series 1996-1, 1997-1, and 1997-
2 and, which links the ratings on these classes to the rating on
Citigroup Inc.  The limited guarantees cover all principal and
interest payments due for those classes.
     
Class B-2 from Associates' series 1996-2 does not benefit from a
limited guarantee, and poor performance of the underlying
collateral has negatively affected existing credit enhancement.  
As of the April 2007 distribution date, principal write-downs had
reduced the certificate balance of the class B-2 certificates to
$11,220,910 from the initial balance of $14,176,244.
  

                          Ratings Raised
   
        Associates Manufactured Housing Contract Pass Through
                   Certificates Series 1996-1

                                 Rating
                                 ------
                 Class     To            From
                 -----     --            ----
                  B-1      AA            AA-
                  B-2      AA            AA-
      

      Associates Manufactured Housing Contract Pass Through
                    Certificates Series 1997-1

                                 Rating
                                 ------
                 Class     To            From
                 -----     --            ----
                  B-1      AA            AA-
                  B-2      AA            AA-
   

       Associates Manufactured Housing Contract Pass Through
                    Certificates Series 1997-2

                                 Rating
                                 ------
                 Class     To            From
                 -----     --            ----
                  B-1      AA            AA-
                  B-2      AA            AA-
   

                          Rating Lowered
   
       Associates Manufactured Housing Contract Pass Through
                     Certificates Series 1996-2

                                  Rating
                                  ------
                   Class     To            From
                   -----     --            ----
                    B-2      CCC-          CCC


                           Ratings Affirmed

       Associates Manufactured Housing Contract Pass Through
                      Certificates Series 1996-1

                           Class     Rating
                           -----     ------
                             M         AA-


       Associates Manufactured Housing Contract Pass Through
                      Certificates Series 1996-2

                           Class     Rating
                           -----     ------
                             M         AA
                             B-1       BB+


       Associates Manufactured Housing Contract Pass Through
                      Certificates Series 1997-1

                           Class     Rating
                           -----     ------
                             M         AA
    

      Associates Manufactured Housing Contract Pass Through
                      Certificates Series 1997-2

                          Class     Rating
                          -----     ------
                           A-6       AAA
                           M         AA


BEAR STEARNS: Moody's Holds Low-B Ratings on Six Certificates
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 21 classes of
Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2005-TOP18 as:

    - Class A-1, $50,043,775, affirmed at Aaa
    - Class A-2, $121,900,000, affirmed at Aaa
    - Class A-AB, $105,700,000, affirmed at Aaa
    - Class A-3, $41,600,000, affirmed at Aaa
    - Class A-4, $517,238,000, affirmed at Aaa
    - Class A-4FL, $75,000,000, affirmed at Aaa
    - Class A-J, $74,307,000, affirmed at Aaa
    - Class X-1, Notional, affirmed at Aaa
    - Class B, $29,443,000, affirmed at Aa2
    - Class C, $8,412,000, affirmed at Aa3
    - Class D, $12,618,000, affirmed at A2
    - Class E, $11,216,000, affirmed at A3
    - Class F, $9,814,000, affirmed at Baa1
    - Class G, $9,814,000, affirmed at Baa2
    - Class H, $8,412,000, affirmed at Baa3
    - Class J, $4,206,000, affirmed at Ba1
    - Class K, $4,206,000, affirmed at Ba2
    - Class L, $4,206,000, affirmed at Ba3
    - Class M, $1,402,000, affirmed at B1
    - Class N, $1,403,000, affirmed at B2
    - Class O, $2,804,000, affirmed at B3

As of the April 13, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.7%
to $1.10 billion from $1.12 billion at securitization.  The
Certificates are collateralized by 159 mortgage loans.  The loans
range in size from less than 1.0% to 7.7% of the pool, with the
top 10 loans representing 41.7% of the pool.  The pool includes
nine shadow rated loans, representing 23.9% of the outstanding
loan balance.

The pool has not experienced any losses since securitization and
currently there are no loans in special servicing.  Nine loans,
representing 5.5% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 96.7% and 68.3%, respectively, of the pool.  
Moody's average weighted loan to value ratio for the conduit
component is 85.5%, compared to 86.1% at securitization.

The largest shadow rated loan is the 111-115 Fifth Avenue Loan
($75.0 million - 6.8%), which is secured by two contiguous multi-
story buildings totaling 582,602 square feet located in the Flat
Iron District of New York City.  The loan is interest-only for its
entire term.  Moody's current shadow rating is A1, the same as at
securitization.

The second largest shadow rated loan is the Boulevard at The
Capital Centre Loan ($71.5 million - 6.5%), which is secured by a
484,664 square foot lifestyle retail center located in Landover,
Maryland.  The loan is interest only for its entire term.  Moody's
current shadow rating is Baa3, the same as at securitization.

The third largest shadow rated loan is the Chateau On The Lake
Loan ($29.8 million -- 2.7%), which is secured by a 301-room, 10-
story full service hotel located in Branson, Missouri.  Moody's
current shadow rating is Baa3, the same as at securitization.

The fourth largest shadow rated loan is the Capital Arms
Apartments Loan ($29.0 million -- 2.6%), which is secured by a
278-unit, 18-story multifamily complex located in the Midtown West
submarket of New York City. Moody's current shadow rating is Aa2,
the same as at securitization.

The fifth largest shadow rated loan is the Watertown Mall Loan
($20.0 million -- 1.8%), which is secured by a 231,201 square foot
enclosed community mall located approximately five miles west of
downtown Boston in Watertown, Massachusetts.  As of January 2007
the property was 89.9% occupied, compared to 97.4% at
securitization.  The loan is interest only for its entire term.
Moody's current shadow rating is Ba1, compared to Baa3 at
securitization.

The sixth largest shadow rated loan is the 340 East 93rd Street
Loan ($15.0 million -- 1.4%), which is secured by a 358-unit
multifamily property in New York City.  The loan is interest only
for its entire term.  Moody's current shadow rating is Aaa, the
same as at securitization.

The seventh largest shadow rated loan is the Dal-Rich Village Loan
($7.7 million -- 0.7%), which is secured by a 162,562 square foot
retail property located approximately 15 miles north of Dallas in
Richardson, Texas.  Moody's current shadow rating is Baa2, the
same as at securitization.

The eighth largest shadow rated loan is the Holiday Inn Express
Midtown Loan ($7.7 million -- 0.7%), which is secured by a 168-
room limited service hotel located in Philadelphia, Pennsylvania.
Moody's current shadow rating is Baa2, the same as at
securitization.

The ninth largest shadow rated loan is the 3200 Liberty Avenue
Loan ($7.3 million -- 0.7%), which is secured by a 212,621 square
foot warehouse building located in North Bergen, New Jersey.  The
loan is on the master servicer's watchlist due to a decline in
occupancy.  Moody's current shadow rating is Baa3, the same as at
securitization.

The three largest conduit exposures represent 16.8% of the pool.
The largest conduit loan is the 95-97 Horatio Street Loan ($85.0
million - 7.7%), which is secured by a 325-unit multifamily
property located in the West Village section of New York City.  
The loan is interest only for its entire term. Moody's LTV is
99.3%, compared to 99.6% at securitization.

The second largest conduit loan is the Waikele Center Loan ($63.3
million - 5.7%), which is secured by a 521,332 square foot
community shopping center located in Waipahu, Hawaii, 14 miles
west of Honolulu.  The loan represents a 45.0% pari-passu interest
in a $140.7 million loan.  The loan is interest only for its
entire term. Moody's LTV is 86.6%, compared to 86.4% at
securitization.

The third largest conduit loan is the Janus World Headquarters
Loan ($36.8 million -- 3.3%), which is secured by a 160,364 square
foot seven-story, Class A office building located in the Cherry
Creek submarket of Denver, Colorado.  Moody's LTV is 82.0%,
compared to 82.3% at securitization.


BOSTON SCIENTIFIC: COO Says Company Mulls Sale of Noncore Assets
----------------------------------------------------------------
Boston Scientific Corp. is reviewing its portfolio and will
consider selling parts that are not considered strategic, long-
term contributors, Jon Kamp of The Wall Street Journal reports,
citing the company's chief operating officer Paul LaViolette as
saying.

According to WSJ, Mr. LaViolette further stated that the company
is also undertaking a corporate-wide efficiency improvement
program, with estimated savings to be in the "hundreds of millions
of dollars" range.

"Anything we do would be to improve operating effectiveness," the
Journal quoted Mr. LaViolette as saying during a health-care
conference.

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--     
is a worldwide developer, manufacturer and marketer of medical
devices whose products are used in a broad range of interventional
medical specialties.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Moody's Investors Service affirmed Boston Scientific Corporation's
Ba1 subordinated shelf rating and Ba2 preferred stock rating with
a negative outlook.


BOSTON SCIENTIFIC: Names Sam Leno as Chief Financial Officer
------------------------------------------------------------
Boston Scientific Corporation disclosed that Sam Leno will join
the company as Chief Financial Officer and Executive Vice
President of Finance and Information Systems.

Mr. Leno is currently CFO and Executive Vice President of Finance
and Corporate Services for Zimmer Holdings, Inc.  He has also
served as CFO and Senior Vice President of Arrow Electronics,
Inc., and CFO and Executive Vice President of Corporate Express.  
From 1971 to 1994 he served in a number of finance, accounting and
leadership positions for Baxter International, Inc./American
Hospital Supply Corp.  During his tenure at Baxter he worked
closely with Boston Scientific President and Chief Executive
Officer Jim Tobin, who then served as the Chief Operating Officer
of Baxter.

"I have known Sam for more than 20 years, and he brings a
substantial body of knowledge, expertise and experience to his new
role," said Mr. Tobin.  "He has worked in large, diversified
companies, including two of the world's leading health care
technology companies.  He is exceptionally well qualified to serve
as our new CFO, and I am looking forward to working with him
again."

"I would like to welcome Sam, who is a seasoned business executive
with a wealth of experience in the health care industry, including
experience with acquisition integration, financing and capital
markets," said Pete Nicholas, Chairman and Co-founder of Boston
Scientific.  "He has a broad range of talents and abilities that
will allow him to begin contributing immediately. We are very
fortunate to have Sam joining us."

"I am very excited to be joining Boston Scientific," said Leno.
"Like Zimmer, it is an amazing company with a terrific management
team. With the relatively recent acquisition of Guidant, I am
honored to have the opportunity to participate in executing Pete's
and Jim's strategic vision for the company.  I also had the
opportunity to work directly for Jim Tobin during part of my
career at Baxter, and I am very pleased to be able to work for him
again.  My years of experience in health care -- and more
importantly medical devices -- should also assist in creating an
efficient and smooth transition into the company."

Mr. Leno will replace Larry Best, Boston Scientific's long-time
CFO, who plans to retire from the Company to pursue an interest in
private investing within the life sciences field.  Mr. Leno will
join the Company June 5; Mr. Best will retire effective July 6.

"I am extremely proud to have been a part of the strategic build
of Boston Scientific over the past 15 years," said Best.  "Through
the enormous efforts of a truly outstanding team, a global leader
in medical devices has been built.  I thank everyone who has
contributed to this success."

"Larry has been an integral part of Boston Scientific," said
Tobin.  "His many accomplishments have shaped our company and have
helped make it the organization it is today.  He has been
instrumental to our growth strategy, particularly the historic and
transforming acquisition of Guidant, which I believe has been our
most important and beneficial transaction.  I want to thank him
for his numerous contributions, and for his dedication and
commitment to our employees, customers and shareholders.  I wish
Larry continued success and much happiness."

"From the beginning, Larry shared my vision of a global enterprise
devoted to delivering the most innovative medical technologies to
physicians and their patients," said Mr. Nicholas.  "He was an
essential partner in the creation of today's Boston Scientific,
one of the world's largest medical device companies.  For more
than a decade, he was a key architect of a bold and creative
acquisition strategy. With the Guidant transaction - our most
recent and largest acquisition - we are well positioned for future
growth. Nobody has worked harder - or cared more about Boston
Scientific - than Larry.  He has been a valued colleague and a
good friend, and I want to thank him personally for everything he
has done for Boston Scientific, and I want to wish him all the
best."

                      About Boston Scientific

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--     
is a worldwide developer, manufacturer and marketer of medical
devices whose products are used in a broad range of interventional
medical specialties.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Moody's Investors Service affirmed Boston Scientific Corporation's
Ba1 subordinated shelf rating and Ba2 preferred stock rating with
a negative outlook.


BRIGHTPOINT INC: Earns $35.6 Million in Year Ended December 31
--------------------------------------------------------------
Brightpoint Inc. reported net income of $35.6 million for the year
ended Dec. 31, 2006, compared with net income of $10.4 million for
the year ended Dec. 31, 2005.  Results of operations for 2005
included a loss from discontinued operations of $21.5 million
relating primarily to Brightpoint France which was sold on
Dec. 16, 2005.

Total revenue was $2.4 billion for the year ended Dec. 31, 2006,
which represents growth of 13% compared to total revenue of
$2.1 billion for the year ended Dec. 31, 2005.  

Operating income from continuing operations increased to
$48.4 million in 2006 from $44.4 million in 2005.  The increase in
operating income was due to an $18.9 million increase in gross
profit, partly offset by a $15.8 million increase in selling,
general and administrative expenses.  Operating income also
improved due to the $900,000 facility consolidation charge during
2005 that did not recur during 2006.

Cash and cash equivalents were $54.1 million at Dec. 31, 2006, a
decrease of $49.5 million from Sept. 30, 2006.  Liquidity
(unrestricted cash and unused borrowing availability) was
approximately $129.8 million as of Dec. 31, 2006, compared to
$202 million as of Sept. 30, 2006.  

At Dec. 31, 2006, the company's balance sheet showed
$778.3 million in total assets, $583.5 million in total
liabilities, and $194.8 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1e5d

                        About Brightpoint

Brightpoint Inc. (NASDAQ: CELL) -- http://www.brightpoint.com/--   
distributes wireless devices and provides customized logistic
services to the wireless industry.  Brightpoint's innovative
services include distribution, channel development, fulfillment,
product customization, eBusiness solutions, and other outsourced
services that integrate seamlessly with its customers.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Plainfield, Indiana-based Brightpoint Inc. and
revised the outlook to negative from stable.  The actions followed
the company's recent report that it has agreed to acquire Dangaard
Telecom A/S for approximately $308 million in stock.


CABLEVISION SYSTEMS: Dolan Merger Cues Fitch's Negative Watch
-------------------------------------------------------------
Fitch Ratings has placed the ratings of Cablevision Systems
Corporation and its wholly owned subsidiary CSC Holdings, Inc. on
Rating Watch Negative as:

CVC

    -- Issuer Default Rating 'B+';
    -- Senior unsecured debt 'CCC+/RR6'.

CSC

    -- Issuer Default Rating 'B+';
    -- Secured bank facility rating 'BB/RR1'.
    -- Senior unsecured debt 'BB-/RR3'.

Approximately $12.5 billion of debt as of Dec. 31, 2006 is
affected by Fitch's action.

Fitch's rating action follows the company's announcement that it
has entered into a definitive merger agreement with an entity
created by the Dolan family to purchase the publicly held shares
of CVC for $36.26 a share.  To affect the transaction CVC has
committed financing totaling $15.5 billion which will finance the
conversion of CVC common stock into cash and refinance bank debt
at CSC and Rainbow National Services.  Additionally the Dolan
family will contribute its existing equity stake in CVC valued at
approximately $2.1 billion to the transaction.  The company's
existing senior notes and subordinated debentures totaling
approximately $6.5 billion as of year end 2006 are expected to
remain outstanding.

From Fitch's perspective the proposed transaction materially
increases CSC's financial risk and significantly erodes the
company's credit profile.  As of year end 2006 CVC's leverage
metric (including the collateralized indebtedness) was 6.9 times
(x). Depending on CVC's ultimate capital structure, Fitch believes
that leverage could exceed 10x when the transaction is finalized
constraining the company's ability to generate free cash flow.

In resolving the Rating Watch, Fitch will consider the final
capital structure, credit profile and recovery prospects of the
entities created by the transactions as well as the business and
operational risks of the entities going forward.  Due to the
leveraging nature of the transaction as currently envisioned Fitch
expects a multi - notch downgrade of the ratings upon closing of
the transaction.


CABLEVISION SYSTEMS: Moody's Places All Ratings Under Review
------------------------------------------------------------
Moody's Investors Service placed all ratings for Cablevision
Systems Corporation, CSC Holdings, Inc., a wholly owned subsidiary
of CVC, and Rainbow National Services LLC on review for possible
downgrade following the Board 's acceptance of the Dolan family's
latest proposal to acquire Cablevision.  As in the past, in
Moody's view, under the proposed transaction, Cablevision's credit
metrics would deteriorate meaningfully.  Moody's also notes that
the company has to balance pro forma transaction higher interest
burden with a continuing need to invest in the cable operations
given increasingly competitive environment.  In Moody's view,
Rainbow's event risk would increase as a result of the
transaction, given increased financial burden on the parent
company.  The conclusion to the negative review will follow
Moody's assessment of the new capital structure.

These Ratings are on Review for Possible Downgrade:

Cablevision Systems Corporation

    * Corporate Family Rating, Placed on Review for
      Possible Downgrade, currently B1

    * Probability of Default Rating, Placed on Review for
      Possible Downgrade, currently B1

    * Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently B3, 93 - LGD6

CSC Holdings, Inc.

    * Senior Secured Bank Credit Facility, Placed on Review for
      Possible Downgrade, currently Ba2, 23 - LGD2

    * Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently B2, 73 - LGD5

Rainbow National Services LLC

    * Corporate Family Rating, Placed on Review for
      Possible Downgrade, currently B1

    * Probability of Default Rating, Placed on Review for
      Possible Downgrade, currently B1

    * Senior Secured Bank Credit Facility, Placed on Review for
      Possible Downgrade, currently Ba1, 19 - LGD2

    * Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently B2, 59 - LGD4

    * Senior Subordinated Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently B3, 86 - LGD5

Outlook Actions:

CSC Holdings, Inc.

    * Outlook, Changed To Rating Under Review From Stable

Cablevision Systems Corporation

    * Outlook, Changed To Rating Under Review From Stable

Rainbow National Services LLC

    * Outlook, Changed To Rating Under Review From Stable

Headquartered in Bethpage, New York, Cablevision Systems
Corporation, is a domestic cable multiple system operator serving
more than 3 million subscribers in and around the metropolitan New
York area.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States.


CABLEVISION SYSTEMS: Dolan Offer Prompts S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Bethpage,
New York-based cable TV operator Cablevision Systems Corp. on
CreditWatch with negative implications, including the 'BB'
corporate credit rating.
     
S&P also placed the ratings on Cablevision's Rainbow Media
Enterprises Inc. unit on CreditWatch with negative implications,
including the 'BB' corporate credit rating.  However, S&P's '1'
recovery rating on the bank loan at unit Rainbow National Services
LLC and '2' recovery rating on the bank loan at unit CSC Holdings
Inc. are not on CreditWatch.
     
These actions follow the announcement that Cablevision's Board of
Directors has approved a buyout offer from the Dolan Family Group
to purchase the public shares of the company for $36.26 per share,
or about $8 billion.  As of Dec. 31, 2006, the company had about
$11.6 billion of debt outstanding, excluding collateralized debt
obligations.
      
"The CreditWatch listing reflects the potential for a significant
degradation of credit measures if the transaction were to be
significantly debt-financed, with no sale of assets and
accompanying debt paydown," said Standard & Poor's credit analyst
Catherine Cosentino.  S&P note that if the Dolan Family Group
offer were to be 100% debt-financed, Cablevision's debt to EBITDA
ratio would exceed 10x, compared with about 6.7x reported for
2006.  Such credit deterioration could prompt S&P to lower the
corporate credit rating to the 'B' category.
     
However, the company did recently announce an agreement to sell
its interest in two regional sports networks, Fox Sports Net New
England and Fox Sports Net Bay Area, for $570 million, which could
portend for other asset sales at the company's Rainbow Media
Holdings LLC unit.
     
S&P will examine the manner in which the transaction is financed
on a permanent basis to assess the impact on credit quality.


CABLEVISION SYSTEMS: Privatization Cues DBRS to Review Ratings
--------------------------------------------------------------
Dominion Bond Rating Service has placed the ratings of Cablevision
Systems Corporation and its wholly owned subsidiary, CSC Holdings,
Inc., rated B (low) and BB (low)/B (high), respectively, as Under
Review with Negative Implications following Dolan family, which
controls 74% of the company's voting shares, issued an offer to
privatize the company with a cash proposal to acquire the entire
public float for approximately $8 billion.

DBRS notes that the Dolans' $36.26 per share cash offer has been
accepted by the company's special transaction committee and only
requires the approval of a majority of the public shareholders.  

Should this transaction be approved, it would add significant
leverage of roughly $8 billion to the company's balance sheet and
take gross debt-to-EBITDA for the group from just under 7x to over
11x.

At this level, leverage would be excessive for any cable operator.  
It is noteworthy that this transaction contemplates refinancing
the company's bank debt, however, Cablevision's existing notes and
debentures will remain in place following the privatization.

As part of its review, DBRS will focus on the following three
factors:

   1. the structuring of the Dolans' equity commitment and the
      debt financing that would be used to undertake this
      proposal;

   2. the impact that this proposal will have on the company's
      cable business, as despite the additional operating
      flexibility gained from being a private company, this
      transaction will put the company in a negative free cash
      flow position; and

   3. whether the Company is or would consider selling any non-
      core assets to help to reduce debt levels.


CABLEVISION SYSTEMS: Posts $26.3 Mil. Net Loss in Qtr Ended Mar 31
------------------------------------------------------------------
Cablevision Systems Corporation reported a net loss of
$26.3 million for the first quarter ended March 31, 2007, compared
with a net loss of $58 million for the same period last year.

First quarter consolidated net revenue grew 12.5% to just under
$1.6 billion compared to consolidated net revenue of $1.4 billion
in the prior year period, reflecting solid revenue growth in
Telecommunications Services, Rainbow and Madison Square
Garden.  Consolidated adjusted operating cash flow increased 21.4%
to $481.6 million and consolidated operating income grew 69.7% to
$176 million.

Adjusted operating cash flow, a non-GAAP financial measure, is
defined as operating income before depreciation and amortization
(including impairments), excluding share-based compensation
expense or benefit and restructuring charges or credits.

Cablevision president and chief executive officer James L. Dolan
commented: "Cablevision had a solid start to 2007, driven
primarily by continuing growth in the company's cable operations
as well as adjusted operating cash flow growth at Madison Square
Garden and Rainbow Media.  Our success in cable continues to be
driven by the strength of our video, voice and data services,
which maintained their industry-leading penetration rates.  The
company delivered its 12th consecutive quarter of basic subscriber
growth while our digital video service reached a penetration rate
of 80 percent," concluded Mr. Dolan.

                   Telecommunications Services

Telecommunications Services net revenues for the first quarter
2007 rose 14.9% to $1.1 billion, adjusted operating cash flow
grew 12.3% to $428.6 million and operating income increased 22.6%
to $185.5 million, all compared to the prior year period.

                             Rainbow

Rainbow consists of the company's National Programming services.
Rainbow net revenues for the first quarter of 2007 increased 11.4%
to $230.1 million and adjusted operating cash flow rose
76.5% to $49 million, both compared to the prior year period.
Operating income improved to $15.8 million as compared to a first
quarter 2006 operating loss of $4 million.
               
                      Madison Square Garden

Madison Square Garden's primary businesses include: MSG network,
FSN New York, the New York Knicks, the New York Rangers, the New
York Liberty, MSG Entertainment, the MSG Arena complex, Radio City
Music Hall, and the Beacon Theatre.

Madison Square Garden's first quarter 2007 net revenue increased
5.2% to $235.6 million, adjusted operating cash flow increased
$10.7 million to $17.6 million and operating loss declined 91.5%
to $1.1 million, all compared to the prior year period.

                          Other Matters

On April 30, 2007, Cablevision announced an agreement to sell its
60% interest in FSN Bay Area and its 50% interest in FSN New
England to Comcast Corporation for $570 million in cash.  This
transaction is subject to certain closing conditions.

On May 2, 2007, Cablevision announced that it had entered into a
definitive merger agreement with an entity created by members of
the Dolan Family Group, pursuant to which all outstanding shares
of Cablevision that the Dolan Family Group does not own will be
converted into $36.26 per share in cash.

Based on the recommendation of the Special Transaction Committee,
Cablevision's Board of Directors, including independent directors,
voted to approve the transaction.  The transaction requires
approval by holders of a majority of Cablevision's outstanding
Class A shares not held by the Dolan Family Group or Cablevision's
directors and executive officers.  The transaction is also subject
to certain regulatory approvals, the receipt of funds pursuant to
already committed financing and other customary closing
conditions.

                    About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems Corp.,
(NYSE: CVC) -- http://www.cablevision.com/-- operates as a media,
entertainment and telecommunications company in the U.S.  Its
cable television operations serve more than 3 million households
in the New York metropolitan area.  The company's advanced
telecommunications offerings include its iO: Interactive Optimum
digital television, Optimum Online highspeed Internet, Optimum
Voice digital voice-over-cable, and its Optimum Lightpath
integrated business communications services.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2007,
Standard & Poor's Ratings Services affirmed the ratings on
Cablevision Systems Corp. and its related entities, including the
'BB' corporate credit rating.  The outlook is negative.

In the same month, Moody's Investors Service confirmed
Cablevision's B1 Corporate Family Rating and Probability of
Default Rating and B3 Senior Unsecured Regular Bond/Debenture
Rating.

Additionally, Fitch affirmed the 'B+' Issuer Default Rating it
assigned to Cablevision and its wholly owned subsidiary
CSC Holdings Inc.  The Rating Outlook on Cablevision and CSC is
Negative.


CELESTICA INC: Moody's Downgrades Corporate Family Rating to B1
---------------------------------------------------------------
Moody's Investors Service downgraded Celestica Inc.'s corporate
family rating to B1 from Ba3 and the senior subordinated note
ratings to B3 from B2.  Simultaneously, Moody's lowered the
company's speculative grade liquidity rating to SGL-2 from SGL-1.

This rating action concludes Moody's February 1, 2007 review for
possible downgrade, which was triggered by the company's weak
fourth quarter financial performance, operational setbacks at its
Mexican facility and softness in European top-line revenue growth.
The ratings outlook is negative.

The downgrade to B1 reflects: (i) the continued excess capacity in
the EMS sector; (ii) Celestica's sub-par asset utilization and
ongoing business restructurings, which have totaled roughly $345
million since January 2005; (iii) expectations of continued
pressure in the telecom space as OEM consolidation combined with
heightened competition from Asian outsourcers have negatively
impacted volumes; (iv) the potential for prolonged restructurings,
which inevitably would serve as a major distraction for management
in an industry where management focus and execution are key
competitive differentiations; (v) an increase in leverage from
3.1x EBITDA in 2005 to 5.0x (Moody's adjusted) as a result of weak
EBIT levels over the last two quarters; and (vi) negative free
cash flow generation in recent quarters due in part to increasing
working capital, which has reduced Celestica's cash balance to a
level which does not provide as much financial flexibility.

Although good, liquidity has been deteriorating given that cash
declined each year since 2003 when it was over $1 billion to $704
million as of the recent first quarter, while funded debt rose
from $211 million to $750 million during the same period.  
Additionally, Celestica's recent refinancing of its credit
facility has resulted in full access to a new $300 million
revolver that is half the size of the old credit facility and now
secured to most of the company's assets.  Finally, free cash flow
remains negative for the twelve months ended March 31, 2007 as
Celestica has generated negative free cash flow in five of the
last nine quarters.

The B1 rating also considers Celestica's response to the weak
operating environment through operational streamlining, warehouse
consolidation, the gradual transfer of programs from Mexico to
Asia and headcount reductions over the next several quarters.  The
restructuring involves the implementation of best practices at the
Mexico facility and modest revenue growth at the European
operations via new program wins, but this will take a full year to
launch.  The rating also reflects Celestica's position as a Tier 1
EMS provider, efforts to diversify its concentrated client base,
improving inventory and accounts receivable turnover and the
sequential improvement in gross margin.

Although Celestica is moderately levered and has good liquidity,
the negative outlook reflects Moody's concerns about the continued
softness in the EMS space with significant supply overhang and
excess capacity, margin pressures, and execution and customer
attrition issues.  While the company continues to implement its
restructuring plans to reduce capacity and inventory levels, as
well as refocusing to a more customer-centric strategy, we believe
the EMS operating environment will remain challenged over the
near-to-intermediate term.  Given this difficult industry
backdrop, the negative outlook also reflects our concerns
regarding the company's ability to remedy its operational issues
and losses in its overseas (non-Asian) operations in a timely
manner and to minimize customer attrition in order to alleviate
the negative impact on Celestica's revenue, profitability and cash
flow generation.

Moody's will most likely stabilize the ratings outlook if
Celestica is able to demonstrate: improved customer retention and
meaningful program wins as evidenced by revenue growth, enhanced
product/services mix, and diversification partly due to growth in
non-traditional end-markets, or tightening in supply/demand
imbalances; improved operating performance in the second half of
2007 such that operating margins recover above 2.0% (Moody's
adjusted) and operating income return on assets (net cash) is
sustainable between 4.0% -- 4.5% (Moody's adjusted); an ability
for management to improve core execution; financial leverage below
4.5x (Moody's adjusted) as EBITDA levels advance; fewer material
restructuring charges plus realization of planned cost savings;
and an ability to generate and sustain meaningful positive free
cash flow levels.

Moody's subscribers can find additional information in the
Celestica Credit Opinion published on Moodys.com.

These ratings were downgraded:

    * Corporate Family Rating to B1 from Ba3

    * Probability of Default Rating to B1 from Ba3

    * $500 million 7.875% Senior Subordinated Notes due 2011
       to B3 (LGD-5, 85%) from B2 (LGD-5, 87%)

    * $250 million 7.500% Senior Subordinated Notes due 2013
       to B3 (LGD-5, 85%) from B2 (LGD-5, 87%)

Speculative Grade Liquidity Rating to SGL-2 from SGL-1

Headquartered in Toronto, Canada, Celestica Inc. is a global
provider of electronic manufacturing services to original
equipment manufacturers in the information technology and
communications industry.  For the last twelve months ended
March 31, 2007, the company generated EBITDA (Moody's adjusted to
exclude restructuring charges) totaling $241 million from
$8.7 billion in revenues.


CERADYNE INC: Earns $38.1 Million in Quarter Ended March 31
-----------------------------------------------------------
Ceradyne Inc. reported net income of $38.1 million for the first
quarter ended March 31, 2007, compared with net income of
$24.6 million for the same period last year.   Sales for the first
quarter increased 38.2% to a record $188.4 million from
$136.3 million in the first quarter of 2006.  

Gross profit margin increased to 40.9% of net sales in the first
quarter of 2007 from 39.6% of net sales in the first quarter of
2006.

The provision for income taxes was 36.1% in the first quarter of
2007, compared to 36.5% in the first quarter of 2006.

First-quarter 2007 new orders were $176.5 million compared to
$154.7 million in the first quarter of 2006.  Total order backlog
on March 31, 2007, was $332.3 million compared to the prior year
backlog of $294.8 million.

Joel P. Moskowitz, Ceradyne chief executive officer, commented:
"We are pleased with the strong results in the first quarter of
2007 which are due in part to the continued improvement in
production throughput and yields.  During the first quarter, the
company continued to pursue its strategy of product and market
global diversification in both defense and non-defense areas.  We
authorized and began implementation of a $15 million expansion of
our ESK [Ceramics] subsidiary in Kempten, Germany.  This expansion
is designed to increase capacity for our recently introduced
Boroneige(R) boron nitride powder for both cosmetic and industrial
applications.  We also are expanding capacity to produce a wide
range of industrial silicon carbide ceramic seals for various
fluid handling uses.

"The opening ceremony for our new factory in Tianjin, China, is
scheduled for June.  This 98,000 sq. ft. plant will be dedicated
to the production of high purity fused silica ceramic crucibles
used in the manufacture of polycrystalline silicon in the
production of photovoltaic solar cells."

Moskowitz added, "In anticipation of future growth in the nuclear
waste containment market and Ceradyne's technical ceramics for
semiconductor applications, we formed a separate business unit
headed by Ceradyne vice president, Michael Kraft, reporting to
Ceradyne's president of North American Operations, David Reed.  We
anticipate this organizational change will allow us to focus and
better track performance in these markets."

The company's cash, cash equivalents and short-term investments
totaled $254.5 million at March 31, 2007, compared to
$204.1 million at Dec. 31, 2006.  For the three months ended
March 31, 2007, net cash provided by operating activities amounted
to $56.1 million compared to net cash provided by operating
activities of $32.4 million during the three months ended
March 31, 2006.  

At March 31, 2007, the company's balance sheet showed $672 million
in total assets, $223.4 million in total liabilities, and
$448.6 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1e5e

                        About Ceradyne Inc.

Based in Costa Mesa, California, Ceradyne Inc. (Nasdaq: CRDN)
-- http://www.ceradyne.com/-- develops, manufactures and markets     
advanced technical ceramic products and components for defense,
industrial, automotive and consumer applications.

                          *     *     *

Ceradyne's $50 million revolving credit facility due 2009 carries
Standard & Poor's BB- rating.  The company's credit rating is also
rated BB- by Standard & Poor's.


CHIQUITA BRANDS: Weak Operating Results Cue S&P's B Corp. Credit
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and other ratings on Cincinnati, Ohio-based Chiquita Brands
International Inc. on CreditWatch with negative implications,
meaning that the ratings could be lowered or affirmed following
the completion of their review.  Total debt outstanding at the
company was about $1.3 billion as of March 31, 2007.
     
"The CreditWatch placement follows the company's announcement of
weak first-quarter operating results due to high purchased fruit
and other industry costs and lower local banana prices in Europe,"
said Standard & Poor's credit analyst Alison Sullivan.  Adjusted
EBITDA fell about 35% in the quarter, which resulted in over 9x
leverage for the 12 months ending March 31, 2007.  Costs are
likely to remain under pressure due to raw products, fuel, ship
charter, paper, and resin prices.
     
"We are concerned that operating trends and credit measures
continue to deteriorate," said Ms. Sullivan.  "Weak industry
trends, including continuing adjustment to European markets
following the tariff regime change, and uncertain timing
surrounding restoration of consumer confidence to return to
packaged salads, are likely to persist."
     
Standard & Poor's will review Chiquita's operating and financial
plans with management before resolving the CreditWatch listing.  
S&P will also review the impact of debt repayment on existing
recovery ratings as part of this review.


CIGNA CORP: Earns $289 Million in First Quarter Ended March 31
--------------------------------------------------------------
CIGNA Corporation reported net income of $289 million for the
first quarter ended March 31, 2007, compared with net income of
$352 million for the same period last year.  Net income for the
first quarter of 2006 included after-tax realized investment gains
of $94 million.

Consolidated revenues were $4.4 billion for the first quarter of
2007 and $4.1 billion for the first quarter of 2006.

Excluding income from discontinued operations and realized
investment gains, net of taxes, CIGNA's adjusted income from
operations was $264 million for the first quarter of 2007 versus
adjusted income from operations of $258 million for the same
period last year.  This quarter's earnings reflect strong results
in CIGNA's health care, disability and life, and international
businesses.

"We generated strong earnings in each of our businesses in the
first quarter of 2007," said H. Edward Hanway, chairman and chief
executive officer of CIGNA Corporation.  "We grew health care
membership, and our group disability and life as well as our
international results reflect the strength of their respective
competitive positions.  Looking ahead, we are confident that we
will continue to succeed in the marketplace by using our strengths
and differentiated capabilities to enhance and improve the health,
well-being, and security of our members."

Health care medical claims payable were approximately $755 million
at March 31, 2007, and $710 million at Dec. 31, 2006.

The company repurchased on the open market approximately
4.2 million shares of its stock for $575 million during the first
quarter of 2007 and approximately 4.9 million shares for
$680 million year to date.  As of May 2, 2007, the company has
approximately $300 million of stock repurchase authority
available.

Cash and short term investments at the parent company were
approximately $770 million at March 31, 2007, and $425 million at
December 31, 2006.

At March 31, 2007, the company's balance sheet showed
$42.38 billion in total assets, $38.23 billion in total
liabilities, and $4.15 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements of the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1e69

                     About CIGNA Corporation

Headquartered in Philadelphia, CIGNA Corporation (NYSE: CI)
-- http://www.cigna.com/-- provides health care and related  
benefits offered through the workplace.  Key product lines include
health care products and services (medical, pharmacy, behavioral
health, clinical information management, dental and vision
benefits, and case and disease management); and group disability,
life and accident insurance.  In addition, CIGNA also provides
life, accident, health and expatriate employee benefits insurance
coverage in selected international markets, primarily in Asia and
Europe.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2006
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
preferred stock rating to Cigna Corp.'s universal shelf.  The
outlook remains positive.


CINRAM INT'L: Inks $50 Million Acquisition Deal with Ditan
----------------------------------------------------------
Cinram International Inc., a wholly owned subsidiary of Cinram
International Income Fund, has entered into an agreement to
purchase Ditan Corporation, the leading third-party interactive
software and games distribution company in the United States.

"Ditan's strong relationship with the interactive software
industry and well established footprint will provide Cinram with
a point of entry into a new industry that is directly adjacent
and complimentary to ours," said Cinram chief executive officer
Dave Rubenstein.  "They have a large stable of renowned video
games customers and retailers with medium to long-term contracts
that will be accretive to Cinram."

Under the terms of the agreement, Cinram will acquire Ditan
Corporation for $50 million in initial cash consideration,
plus additional cash consideration to be earned upon the
achievement of certain future performance metrics.  The
transaction is expected to close in the second quarter of 2007,
subject to customary closing conditions, including regulatory
approval.

"There are significant information technology, engineering,
automation, operational and purchasing synergies to be harvested
from the combination of our two businesses that will further
enhance the world-class services that Ditan currently provides
to its blue-chip clients," said Ron Novotny, president and chief
executive officer of Ditan Corporation.  "Exceeding our
customers' expectations has always been our commitment and has
contributed significantly in developing those long-standing
relationships."

Ditan is a privately held company that specializes in direct-to-
store and third-party logistics.  Their customers include
leading video game publishers, major retailers and home video
studios.  Ditan maintains a long-standing market leading
position in providing innovative distribution solutions for all
facets of the video game industry.  In addition, Ditan is an
authorized value-added service provider for the major video game
platforms.  The company has strategically located facilities in
Atlanta, Indianapolis, Louisville and Seattle, and 180
employees.

Cinram International Inc. (TSX: CRW.UN) - http://www.cinram.com/   
-- an indirect wholly owned subsidiary Cinram International
Income Fund, provides pre-recorded multimedia products and
related logistics services.  With facilities in North America
and Europe, Cinram International Inc. manufactures and
distributes pre-recorded DVDs, VHS video cassettes, audio CDs,
audio cassettes and CD-ROMs for motion picture studios, music
labels, publishers and computer software companies around the
world.  The company has sales offices in Mexico.

                          *    *    *

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Standard & Poor's Ratings Services said it revised its outlook
on Cinram International Inc., a wholly owned indirect subsidiary
of Cinram International Income Fund, to negative from stable.
At the same time, Standard & Poor's affirmed its 'BB-' long-term
corporate credit rating and its 'BB-' bank loan rating, with a
recovery rating of '4', on prerecorded multimedia manufacturer
Cinram.


CITY OF NEW ORLEANS: Moody's Upgrades Rating on Tax Debt
--------------------------------------------------------
Moody's Investors Service has upgraded the rating on the City of
New Orleans' general obligation unlimited tax debt to Baa3 from
Ba1. In addition, we have also upgraded the rating on the City's
Downtown Development District Bonds, Series 2001 and Drainage
System Limited Tax bonds have been also been upgraded to Baa3 from
Ba1, and the Limited Tax Bonds, Series 2005 to Ba1 from Ba2.  
Finally, we have affirmed the Ba1 rating on the Audubon Commission
Limited Tax Bonds, Series 1997 and the Ba3 rating on the City's
Pension Obligation Bonds, Series 2000.  The City's ratings carry a
stable outlook.

Hurricane Katrina struck New Orleans on August 29, 2005 resulting
in substantial uncertainties about the impact City's financial and
economic circumstances and how long recovery would take.  These
uncertainties led to rating adjustments in November of 2005.

The current rating upgrades reflect the recovery and rebuilding
taking place, particularly in key commercial sectors such as
tourism.  Major revenues are tracking favorably and already
approximate 80% of pre-Katrina levels and State and Federal
funding sources are closing budget gaps for the near term only.  
Additionally, City officials have enacted significant staffing and
other cuts to bring expenditures in line with available revenues
and appear committed to making additional cuts if needed.  The
city has also established a reserved emergency fund that will have
the effect of reducing the uncertainty of meeting debt service
obligations which Moody's believes is a prudent fiscal practice.
Management has developed a forecast to become self supporting on
City revenues, without any additional State or Federal assistance,
by 2011.  Moody's also notes and reflected in the ratings
management's ability and willingness to provide critical
information and financial projections that are prudent and
reasonable.

The ratings on the GOULT and GOLT debt also take into
consideration the Board of Liquidation which administers the debt
and for the GOULT debt, it has full authority to raise the tax
rate to a level necessary to repay debt.  The Board's prudent
actions in the wake of Hurricane Katrina to assure that sufficient
revenues were available to cover debt service and to replenish its
own reserves, despite uncertainty about the impact of the
hurricane on the tax base and collections, are an additional
factor incorporated into the upgrades.

The City still faces numerous challenges and these challenges are
incorporated into the current ratings.  These challenges include a
lack of affordable housing, labor shortages, a decreased
population, and image problems related to high crime.

The Baa3 ratings on certain limited tax debt take into
consideration strong debt service coverage despite a decrease in
the assessed valuation.  The Ba1 ratings on the remaining limited
tax debt reflect adequate yet narrower debt service coverage for
these series.  Finally, maintenance of the Ba3 rating on the
pension obligation bonds reflects the weaker security of excess
revenues of general fund operations.

The ratings in the Ba category, while below investment grade,
still anticipate that full and timely payment of debt service is
highly likely, although elements of risk exist that add a greater
degree of uncertainty about future debt service payments than at
the investment grade level.


COMMERCIAL REALTY: Files Joint Chapter 11 Plan of Reorganization
----------------------------------------------------------------
Commercial Realty and Development Company and its debtor-
affiliates filed with the United States Bankruptcy Court for the
Western District of Pennsylvania a Joint Chapter 11 Plan of
Reorganization.

The Debtors tell the Court that Mr. and Mrs. Floyd Howell will
sell their properties and the proceeds of that sale will be
distributed to the Debtors' creditors.

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.

The Plan provides the full payment of Administrative and Priority
Claims of CSB Bank.

                       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.


CORPORATE BACKED: S&P Lifts Ratings on $27 Mil. Certificates to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services inadvertently raised its
ratings on the class A-1 and A-2 certificates from the $27 million
Corporate Backed Trust Certificates Series 2001-19 Trust to 'B'
from 'D' on May 1, 2007.
     
The ratings on the pass-through transaction were based solely on
the rating assigned to the underlying collateral, Delta Air Lines
Inc.'s $27,109,000 8.3% senior unsecured notes due Dec. 15, 2029.
However, the rating on this debt issued by Delta was lowered to
'D' and was later withdrawn after the company filed for bankruptcy
in September 2005.  The ratings on the synthetic issue are now
being lowered to 'D' and will be withdrawn to reflect the fact
that the referenced Delta debt is no longer outstanding.


CONSTELLATION BRANDS: Earns $331.9 Million in Year Ended Feb. 28
----------------------------------------------------------------
Constellation Brands Inc. reported net income of $331.9 million on
net sales of $5.2 billion for the fiscal year ended Feb. 28, 2007,
compared with net income of $325.3 million on net sales of
$4.6 billion for the fiscal year ended Feb. 28, 2006.

Net sales were up 13 percent over the prior year, primarily due to
the June 5, 2006 acquisition of Vincor International Inc. and from
growth in the base business.

"While we had a solid year of organic net sales growth, our
earnings performance was somewhat challenged by competitive
conditions in the U.K. market.  However, the Constellation Brands
business remains fundamentally sound and we were able to achieve
several long-term strategic goals throughout the year, including
the acquisition and integration of Vincor, formation of the Crown
Imports beer joint venture, initiation of the SVEDKA Vodka
acquisition and refining the organizational and operational
structure of our wine business," said Richard Sands, Constellation
Brands chairman and chief executive officer.  

Consolidated operating income increased to $699 million for fiscal
2007 from $666.1 million for fiscal 2006, an increase of
$32.9 million, or 5%, primarily due to the increase in sales
partially offset by increased acquisition-related integration
costs, restructuring and related charges and unusual costs, the
recognition of stock-based compensation expense of $16.5 million
and the competitive market conditions in the U.K.

For the year ended Feb. 28, 2007, the company recorded
$23.6 million of acquisition-related integration costs associated
primarily with the restructuring and integration of the operations
of Vincor.  For the year ended Feb. 28, 2006, the company recorded
$16.8 million of acquisition-related integration costs associated
with the restructuring and integration of the operations of The
Robert Mondavi Corporation.

The company recorded $32.5 million of restructuring and related
charges for fiscal 2007 associated primarily with the company's
plan to invest in new distribution and bottling facilities in the
U.K. and to streamline certain Australian wine operations and the
company's worldwide wine reorganizations and the company's program
to consolidate certain west coast production processes in the U.S.

Net income increased 2% over the comparable prior year period
primarily due to the increase in operating income, a gain of
$55.1 million on change in fair value of derivative instrument
entered into in connection with the acquisition of Vincor, an
increase in equity in earnings of equity method investees of
$49.1 million, partly offset by increased interest expense
combined with an increased provision for income taxes.  

The increase in equity investment earnings is primarily due to the
start-up of Crown Imports in January 2007.

Interest expense increased 42 percent to $268.7 million for fiscal
2007, primarily due to the financing of the Vincor acquisition and
higher average interest rates.

At Feb. 28, 2007, the company's balance sheet showed $9.4 billion
in total assets, $6 billion in total liabilities, and $3.4 billion
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 28, 2007, are available for
free at http://researcharchives.com/t/s?1e6c

                Acquisition of Vincor Interntional

On June 5, 2006, the company acquired all of the issued and
outstanding common shares of Vincor International Inc., Canada's
premier wine company.  Through this transaction, the company
acquired various additional winery and vineyard interests used in
the production of premium, super-premium and fine wines from
Canada, California, Washington State, Western Australia and New
Zealand.

Total consideration paid in cash to the Vincor shareholders was
approximately $1.1 billion.  At closing, the company also assumed
outstanding indebtedness of Vincor, net of cash acquired, of
$320.2 million.

                   Investment in Crown Imports

On July 17, 2006, Barton Beers Ltd., an indirect wholly-owned
subsidiary of the company, entered into a Joint Venture Agreement
with Diblo S.A. de C.V., an entity owned 76.75% by Grupo Modelo
S.A. de C.V. and 23.25% by Anheuser-Busch Inc., pursuant to which
Modelo's Mexican beer portfolio will be exclusively imported,
marketed and sold in the 50 states of the U.S., the District of
Columbia and Guam.  

Pursuant to the Joint Venture Agreement, Barton established Crown
Imports LLC, a wholly-owned subsidiary formed as a Delaware
limited liability company.  

As of February 28, 2007, the company's investment in Crown Imports
was $163.4 million.

                    About Constellation Brands

Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) --
http://www.cbrands.com/-- is an international producer and     
marketer of beverage alcohol brands with a broad portfolio
across the wine, spirits and imported beer categories.  The
company has operations in Australia, Japan and New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2007,
Fitch Ratings downgraded its ratings on Constellation Brands
Inc. including the company's Issuer Default Rating to 'BB-' from
'BB'; Bank credit facility to 'BB-' from 'BB'; Senior unsecured
notes to 'BB-' from 'BB'; and Senior subordinated notes to 'B+'
from 'BB-'.  The Rating Outlook was revised to Negative.


CREDIT SUISSE: Moody's Holds Low-B Ratings on Six Certificates
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 21 classes of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C1 as:

    - Class A-1, $86,303,345, affirmed at Aaa
    - Class A-2, $125,500,000, affirmed at Aaa
    - Class A-AB, $113,100,000, affirmed at Aaa
    - Class A-3, $181,606,000, affirmed at Aaa
    - Class A-4, $674,347,000, affirmed at Aaa
    - Class A-J, $92,510,000, affirmed at Aaa
    - Class A-X, Notional, affirmed at Aaa
    - Class A-SP, Notional, affirmed at Aaa
    - Class B, $43,423,000, affirmed at Aa2
    - Class C, $13,216,000, affirmed at Aa3
    - Class D, $24,543,000, affirmed at A2
    - Class E, $18,880,000, affirmed at A3
    - Class F, $20,767,000, affirmed at Baa1
    - Class G, $15,104,000, affirmed at Baa2
    - Class H, $18,880,000, affirmed at Baa3
    - Class J, $5,663,000, affirmed at Ba1
    - Class K, $5,664,000, affirmed at Ba2
    - Class L, $5,664,000, affirmed at Ba3
    - Class M, $5,664,000, affirmed at B1
    - Class N, $5,664,000, affirmed at B2
    - Class O, $3,776,000, affirmed at B3

As of the April 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.8%
to $1.48 billion from $1.51 billion at securitization.  The
Certificates are collateralized by 166 mortgage loans.  The loans
range in size from less than 1.0% to 7.8% of the pool, with the
top 10 loans representing 36.3% of the pool.

The pool has not experienced any losses since securitization.
Currently there are three loans, representing 0.8% of the pool, in
special servicing.  Moody's estimates approximately $800,000 of
losses for all the specially serviced loans.  Thirty-two loans,
representing 10.3% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 91.6% and 79.5%, respectively, of the
performing loans.  Moody's weighted average loan to value ratio is
94.2%, compared to 97.5% at securitization.

The three largest exposures represent 15.1% of the pool.  The
largest conduit exposure is the GGP Retail Portfolio Loan ($116.0
million - 7.8%), which is secured by four regional malls
containing 2.2 million square feet of GLA, of which 1.8 million is
collateral for the loan.  The properties are located in Wyoming,
Idaho, Utah and Washington.  Moody's LTV is 90.9%, compared to
103.8% at securitization.

The second largest loan is the Phelps Dodge Tower Loan ($54.5
million - 3.7%), which is secured by a 20-story, 409,900 square
foot class A office building located in Phoenix, Arizona.  The
property is subject to a 50-year ground lease with the City of
Phoenix.  As of December 2006 occupancy was 95.4%, compared to
84.0% at securitization.  The loan is interest only for its entire
term.  Moody's LTV is 82.3%, compared to 86.7% at securitization.

The third largest conduit loan is the Bexley Multifamily Portfolio
Loan ($53.3 million - 3.6%), which is secured by two Class A
multifamily properties containing 820 units located in Charlotte,
North Carolina.  The loan is interest only for its entire term.
Moody's LTV is in excess of 100.0%, the same as at securitization.


CYBERONICS INC: Hires Daniel Moore as Pres. & CEO Effective May 1
-----------------------------------------------------------------
Cyberonics Inc. has appointed Daniel J. Moore as president and
chief executive officer, effective May 1, 2007.  Mr. Moore joins
Cyberonics from Boston Scientific where, since 1989, he has held
positions in sales, marketing and senior management in the United
States and in Europe.  

Reese S. Terry, Jr., co-founder of Cyberonics and interim chief
executive officer since November 2006, will remain on the board of
directors.  Mr. Moore has also been appointed to Cyberonics' board
of directors.
    
Mr. Moore has a long and successful track record of growing
revenues and profitability, building effective global teams and
introducing new products for market leadership.  He recently
assumed the position of president, international distributor
management at Boston Scientific.  Prior to that role, he held the
position of president, Inter-Continental, the fourth largest
business unit of Boston Scientific with more than 1,000 global
employees and revenues exceeding $700 million.  Mr. Moore
previously held senior management positions at several Boston
Scientific U.S. and International divisions.  He led Inter-
Continental marketing during the initial launch of the Taxus(TM)
Drug Eluting Stent.  Prior to joining Boston Scientific, Mr. Moore
spent four years with Procter and Gamble.  He received his
Bachelor of Arts from Harvard University and a Masters of Business
Administration with High Honors from Boston University.
    
"Dan is a proven leader with the right combination of sales,
marketing and operations experience to lead Cyberonics,"
Hugh Morrison, chairman of the board stated.  "Dan understands the
challenges the company face and is qualified to lead the company
to achieve the objectives set out by the board, specifically near-
term positive cash flow and profitability, refocusing on epilepsy,
realigning our spending in the depression market based on the
current reimbursement environment and enhancing the company's
reputation with all of the company's stakeholders.  The company is
pleased to have someone of Dan's caliber join Cyberonics at this
important time."
    
"I am thrilled to be joining Cyberonics," Mr. Moore said.  "I am
confident that my previous professional experience has prepared me
well to assume the leadership of this company.  It is exciting to
join an organization so focused on its mission to improve the
lives of people touched by epilepsy, depression and other chronic
disorders. While we face many challenges with regard to access for
patients, I am confident that the company will succeed in
achieving its goals of creating value for Cyberonics shareholders,
helping improve the lives of people suffering from the disorders
treatable with VNS Therapy and building a company that Cyberonics
employees and management will be proud to be part of."

                        About Cyberonics

Headquartered in Houston, Texas, Cyberonics Inc. (NASDAQ: CYBX)
-- http://cyberonics.com/-- markets the VNS Therapy system in
selected markets worldwide.  The VNS Therapy System uses a
surgically implanted medical device that delivers electrical
pulsed signals to the vagus nerve in the left side of the neck.
This therapy has proven effective in significantly reducing the
number and/or intensity of seizures in many people suffering from
epilepsy and has the potential for use in the treatment of other
inadequately treated, chronic disorders.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 10, 2007,
KPMG LLP in Houston, Texas, raised substantial doubt about
Cyberonics Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the fiscal years
ended April 28, 2006, and April 29, 2005.  The auditing firm
pointed to the company's recurring losses from operations, the
receipt of a notice of default and demand letter and notice of
acceleration for a $125 million senior subordinated convertible
notes, and incurrence of a potential default of a $40 million line
of credit.


DALLAS ROOF: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Dallas Roof Gardens, Inc.
        7600 Bradford Pear
        Irving, TX 75202

Bankruptcy Case No.: 07-32159

Type of Business: The Debtor is a roofing contractor in Texas.

Chapter 11 Petition Date: May 1, 2007

Court: Northern District of Texas

Judge: Barbara J. Houser

Debtor's Counsel: C. Bryan Dunklin, Esq.
                  100 Highland Park Village, Suite 200
                  Dallas, TX 75205
                  Tel: (214)520-8666

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


DUANE CAUSWELL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Duane Allen Causwell
        8885 Old South Wickpass
        Alpharetta, GA 30022

Bankruptcy Case No.: 07-66965

Chapter 11 Petition Date: April 30, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Ralph Goldberg, Esq.
                  Goldberg & Cuvillier, P.C.
                  Suite 600 755 Commerce Drive
                  Decatur, GA 30030
                  Tel: (404) 378-7700

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


DURA AUTOMOTIVE: Evaluates Strategic Alternatives for Atwood Group
------------------------------------------------------------------
DURA Automotive Systems, Inc., is exploring strategic alternatives
for its Atwood Mobile Products division, headquartered in Elkhart,
Indiana.  DURA has engaged Miller Buckfire as its exclusive
financial advisor in connection with the strategic evaluation,
including solicitation of interest from prospective acquirers of
Atwood Mobile Products, Inc.  In consultation with its financial
advisor, DURA will consider whether a sale or a growth strategy
would maximize Atwood's financial contribution to the company.

With 2006 sales of approximately $330 million, Atwood offers a
broad range of products to the recreation vehicle, specialty
vehicle and manufactured housing markets.  The division's products
encompass windows and doors, specialty glass, hardware appliances
and electronics.  Founded in 1909, Atwood was acquired by
automotive supplier Excel Industries, which was then acquired by
DURA in 1999.

"Atwood enjoys leading market positions in each of its product
categories based on a reputation for product innovation, quality
manufacturing and superior customer service," Larry Denton, DURA's
chairman and chief executive officer, said.  "While the group is
profitable and growing, we believe it is in the best interests of
our shareholders, customers and employees to conduct a full review
of strategic alternatives with respect to Atwood, including
evaluation of further growth alternatives and divestiture
options."

Atwood provides the most extensive product line of any supplier to
the recreation vehicle industry, with more than 90% of the
recreation vehicles on the road using Atwood products.  The RV
industry has experienced consistent historical growth, with RV
ownership currently at record levels.  Industry trends point
toward significant future growth due to favorable population
demographics and increasing purchase interest.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent    
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Delaware Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.

The Debtors' exclusive plan-filing period expires on May 23,
2007.


DUTCH HILL: Fitch Rates $11.8 Million Class D-3 Notes at BB+
------------------------------------------------------------
Fitch assigns these ratings to Dutch Hill Funding II Ltd. and
Dutch Hill Funding II, Corp.:

    -- $206,400,000 Class A-1 First Priority Senior Secured
       Floating Rate Notes due 2046 'AAA';

    -- $21,200,000 Class A-2 Second Priority Senior Secured
       Floating Rate Notes due 2046 'AAA';

    -- $64,400,000 Class B Third Priority Senior Secured Floating
       Rate Notes due 2052 'AA';

    -- $24,000,000 Class C Mezzanine Secured Floating Rate
       Deferrable Notes due 2052 'A';

    -- $8,000,000 Class C Loan due 2052'A';

    -- $15,200,000 Class D-1 Mezzanine Secured Floating Rate
       Deferrable Notes due 2052 'BBB+';

    -- $11,800,000 Class D-2 Mezzanine Secured Floating Rate
       Deferrable Notes due 2052 'BBB';

    -- $11,800,000 Class D-3 Mezzanine Secured Floating Rate
       Deferrable Notes due 2052 'BB+'.


EDISON MISSION: Fitch Expects to Rate $2.7 Bil. Sr. Notes at BB-
----------------------------------------------------------------
Fitch Ratings expects to assign a 'BB-' rating to Edison Mission
Energy's planned $2.7 billion senior unsecured note issuance.  
Fitch also expects to assign a 'BBB-' rating to Midwest Generation
LLC's $500 million amended secured credit facility.

At the same time, Fitch has affirmed these ratings:

EME

    -- Issuer Default Rating 'BB-';
    -- Senior unsecured debt 'BB-'.

Midwest Generation LLC

    -- Issuer Default Rating 'BB'.

The Rating Outlook for all is Stable.

The proposed new issuance by EME and MWG is conditional upon the
successful conclusion of tender and consent solicitations for debt
of EME, MWG, and Mission Energy Holdings Company announced by
their ultimate parent, Edison International on April 17.  Upon
successful completion of these transactions, MEHC will no longer
have any outstanding debt and will cease to exist as a separate
corporate entity; at such time, Fitch would withdraw the IDR of
MEHC as well as those of all EME, MEHC and MWG retired issues.

In the planned transactions, EME will raise $2.7 billion to be
used along with cash on hand to retire and pay tender premia on
$2.4 billion face value of debt, as: MWG's $1 billion of 8.75%
second lien notes; MEHC's $800 million of 13.5% notes; and EME's
$600 million of 7.73% notes. As of April 30, 2007, EME had
received tenders and consents representing approximately 99% of
the targeted $2.4 billion of debt at MEHC, EME and MWG.

As a consequence of the transactions, EME will modestly reduce
cash on hand but on a forward-looking basis will have lower
interest expenses and materially lower debt maturities through
2016.  MEHC had approximately $1.8 billion of cash, cash
equivalents and short-term investments at year-end 2006.  Thus,
MWG and EME will have improved liquidity and flexibility to fund
capital expenditures, including major investments that result from
MWG's commitment under its consent decree with the Illinois
Environmental Protection Agency, which was announced in December
2006.

The settlement is expected to result in capital investment
totaling $2.7 billion-$3.4 billion through 2018 (in 2006 dollars).  
Investment to remediate mercury in Phase 1 of the agreement is
expected to result in investment of approximately $60 million by
the end of 2009, while remediation of nitrogen oxide emissions in
Phase 2 is expected to require investment of $450 million by the
end of 2011.  Air quality equipment to reduce sulfur dioxide
emissions in Phase 3 is expected to result in capital spending of
$2 billion-$3 billion by 2018.

Fitch believes the improvement in the group's maturity profile and
increased liquidity and flexibility would be consistent with
Fitch's ratings upgrades of EME, MEHC and MWG on Sept. 27, 2006.  
While individual debt leverage will be materially reduced at MWG
and increased at EME as a result of the transaction, the
companies' treasury and financial practices will continue to draw
all residual cash flows up to EME, and Fitch views the credit of
MWG and EME as being closely related. EME has other subsidiaries,
including EME Homer City Generation LLC and various project-
financed independent generation entities.

MEHC and EME are intermediate holding company subsidiaries of
Edison International.  MEHC was formed in June 2001 to hold the
common equity of EME.  MWG is an indirect operating subsidiary of
EME. MEHC's direct parent, Edison Mission Group, is also the
parent of finance company, Edison Capital, which is in the process
of winding down its holdings.  EIX is also the parent of Southern
California Edison, one of the largest investor-owned utilities in
the U.S.

Fitch has initiated these ratings:

Edison Mission Energy Co.

    -- Senior unsecured notes 'BB-'.

Midwest Generation Co.

    -- Secured revolving credit agreement 'BBB-'.

These ratings are affirmed:

Edison Mission Energy Co.

    -- Issuer Default Rating 'BB-';
    -- Senior Unsecured 'BB-'.

Midwest Generation Co.

    -- Issuer Default Rating 'BB'.

These ratings are affirmed and are expected to be withdrawn upon
completion of the tender and consent solicitation:

Mission Energy Holding Co.

    -- Issuer Default Rating 'BB-';
    -- Senior Secured 'BB-'.

Midwest Generation Co.

    -- Secured term loan (first priority lien) 'BBB-';
    -- Secured notes (second priority lien) 'BB+'.


ENTERGY NEW ORLEANS: Court Approves Settlement Deal with Hartford
-----------------------------------------------------------------
The U. S. Bankruptcy Court for the Eastern District of Louisiana
approved Entergy New Orleans Inc.'s settlement agreement with
Hartford Steam Boiler Inspection and Insurance Company, subject
to Hartford's payment of $69,500,000 to Entergy Corporation on
May 25, 2007.

Applying the Court-approved Insurance Protocol to the Hartford
Settlement Proceeds for the Entergy Insurance Claim, an estimated
$53,766,056 will be allocated to ENOI, subject to adjustment as
costs are actually incurred by the Entergy Operating Companies.
However, the ENOI Allocation will be no less than $50,000,000.

The Court also ordered that upon its receipt of the Hartford
Settlement Proceeds, Entergy Corp. will offset the ENOI
Allocation against the balance, if any, of the DIP Credit
Agreement between Entergy Corp. and ENOI.

The Court directed Entergy Corporation to promptly pay ENOI any
remaining portion of the ENOI Allocation, subject to any rights of
the Bank of New York, as Indenture Trustee.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned     
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  

Entergy New Orleans filed for chapter 11 protection on Sept. 23,
2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J. Futrell,
Esq., and R. Partick Vance, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P., represent the Debtor in its
restructuring efforts.  Carey L. Menasco, Esq., Philip Kirkpatrick
Jones, Jr., Esq., and Joseph P. Hebert, Esq., at Liskow & Lewis,
APLC, represent the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it listed
total assets of $703,197,000 and total debts of $610,421,000.  
(Entergy New Orleans Bankruptcy News, Issue No. 44 Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


ENTERGY NEW ORLEANS: Wants $180 Mil. Investment in Federated OK'd
-----------------------------------------------------------------
Entergy New Orleans Inc. seeks the U. S. Bankruptcy Court
for the Eastern District of Louisiana's  authority to invest
up to $180,000,000 at Federated Investors Inc. because of the
Debtor's anticipated receipt of (i) approximately $171,000,000 in
Community Development Block Grant Funds, and (ii) more than
$50,000,000 in insurance proceeds before June 30, 2007.

The Court previously amended the February 2006 Cash Management
Order to allow ENOI to invest up to $50,000,000 at Federated at
any time.

Nan Roberts Eitel, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in New Orleans, Louisiana, relates
that Entergy Services, Inc., provides, among other things,
accounting and cash management services to ENOI and other Entergy
Corporation affiliates pursuant to a Services Agreement.

Since the Debtors' bankruptcy filing, Ms. Eitel continues, ESI has
continued to provide those services to ENOI in accordance, in
part, by the Region 5 U.S. Trustee's Operating Guidelines and the
Cash Management Orders.

Ms. Eitel states that all ENOI accounts, except one, are
maintained at depository institutions approved by the Region 5
U.S. Trustee's office.  She says the only ENOI account that is
not at an approved depository institution is maintained at
Federated pursuant to the Amended Cash Management Order.

According to Ms. Eitel, ENOI uses its investment account at
Federated to provide the Debtor with the flexibility to invest
short term or on a daily basis in a money market fund that is
managed to provide safety of principal and daily liquidity.  She
adds that the range of expected return at Federated substantially
exceeds the earnings credit rate for the ENOI general fund
account, which is used principally to offset ENOI's bank fees.

ENOI's current investment balance at Federated is approximately
$20,000,000, Ms. Eitel states.

Given the upcoming hearing on confirmation of ENOI's Fourth
Amended Plan of Reorganization set for May 3 to 4, 2007, and the
targeted June 30 Plan Effective Date, ENOI anticipates the
receipt of substantial funds in the near-term that, if invested,
would exceed the $50,000,000 investment cap set forth in the
Amended Cash Management Order.

Given that there will likely be possibly up to 60 days between
receipt and disbursement of CDBG funds and insurance proceeds,
ENOI requires the flexibility to maximize its returns on a short-
term basis by investing its excess cash at Federated.

Accordingly, ENOI insists that the Court should increase its
investment limit with Federated from $50,000,000 to $180,000,000.

Ms. Eitel says the request would expire on the earlier of the
ENOI Plan Effective Date, or July 1, 2007, if the Plan has not
been confirmed and become effective by then.

Ms. Eitel further states that the Cash Management Orders would
remain in effect and unchanged.

The United States Trustee and the Official Committee of Unsecured
Creditors in ENOI's case support the Debtor's request.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned     
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  

Entergy New Orleans filed for chapter 11 protection on Sept. 23,
2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J. Futrell,
Esq., and R. Partick Vance, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P., represent the Debtor in its
restructuring efforts.  Carey L. Menasco, Esq., Philip Kirkpatrick
Jones, Jr., Esq., and Joseph P. Hebert, Esq., at Liskow & Lewis,
APLC, represent the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it listed
total assets of $703,197,000 and total debts of $610,421,000.  
(Entergy New Orleans Bankruptcy News, Issue No. 44 Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


ENTERGY NEW ORLEANS: Judge Brown Confirms Chapter 11 Plan
---------------------------------------------------------
Entergy New Orleans and its customers reached a long-awaited
milestone Thursday when a federal judge's ruling cleared the final
hurdle for the company to emerge from Chapter 11 bankruptcy.

"ENO emerging from bankruptcy is great news for our customers and
employees who deserved a positive signal that we were on the road
to recovery," said Rod West, president and chief executive officer
of Entergy New Orleans.  "We could not have closed this
unfortunate chapter in our company's history without the Herculean
efforts and sacrifice of our employees who together worked
tirelessly to rebuild our company, the city's infrastructure and
their own lives.

"This significant step toward returning to financial viability
could not have been achieved without the support of the New
Orleans City Council, Gov. Kathleen Blanco and the Louisiana
Recovery Authority," added Mr. West.

Twenty months after Hurricane Katrina hit the Gulf Coast causing
severe damage to the ENO electric and gas infrastructure,
bankruptcy Judge Jerry Brown of the U.S. Bankruptcy for the
Eastern District of Louisiana approved the company's plan of
reorganization.

Under the plan, all creditors will be fully compensated and there
will be no change to its work force of approximately 400
employees.

After Thursday's ruling, the judge is expected to sign the order
within the week.  Once signed, the actual "effective date" for the
company's exit is the next business day.  Then the company can
operate out from under the bankruptcy court's jurisdiction
essentially signaling that Entergy New Orleans has exited from
Chapter 11.

"While [Thurs]day's news is good, we must recognize that our work
is not done.  We have a devastated gas system and we must rebuild
it," said Mr. West.  "That work is only beginning and it too will
require hard work and sacrifice, but our goal is to accomplish it
with as little disruption as possible to commerce and our
customers."

To date, ENO has incurred more than $213 million in Hurricane
Katrina storm restoration costs.  ENO estimates that it will incur
future storm restoration costs to rebuild its natural gas system
of approximately $465 million.

             Customer Costs Successfully Reduced

ENO also confirmed that it received $171.7 million in CDBG funds
last Friday and that payment is the first installment of a grant
that positions the company to return to business as usual without
burdening its customers with up to $200 million of Hurricane
Katrina storm costs.

The CDBG funding is earmarked for reducing costs that would
otherwise be borne by ENO customers associated with rebuilding the
catastrophic damage caused by Hurricane Katrina to the ENO
electric and gas systems.

In addition to CDBG assistance, Entergy Corp. recently settled
with Hartford Steam Boiler Inspection and Insurance, a subsidiary
of the AIG, Inc. insurance company, for $69.5 million.  ENO will
receive approximately $53.7 million of the settlement amount for
damage to its facilities.

                    About Entergy New Orleans

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned     
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.


FORD MOTOR: Navistar Files $2 Billion Counter-Claim
---------------------------------------------------
Navistar International Corp. has filed an amended complaint
against Ford Motor Co. seeking more than $2 billion in damages,
Reuters reports.

According to the source, the Navistar's amended complaint stemmed
from hints that Ford was planning to develop its own diesel engine
for release prior to 2012.

Navistar, through its International Truck and Engine Corp.
operating company, has been the exclusive diesel engine supplier
for Ford's Super Duty pickup trucks since 1979 and had launched a
new 6.4L Power Stroke(R) for Ford's new Super Duty.

                     Diesel Engine Litigation

In a filing with the U.S. Securities and Exchange Commission, Ford
disclosed that on January 2007, it filed a suit against the
company seeking, among other things, reimbursement for warranty
and related costs involving prior model-year diesel engines
supplied by International Truck.

On Feb. 26, 2006, the Navistar suspended production claiming that
Ford stopped honoring the terms under which the engines were
built.  Ford sought a temporary restraining order from Judge John
J. McDonald of the Circuit Court of Oakland County, Michigan.

Judge McDonald issued an order on Feb. 28 that required
International Truck to resume production and Ford to pay with no
withholding until a hearing was held.  

Navistar entered into a consent injunction with Ford which
Navistar's operating company will continue shipping 6.4L Power
Stroke(R) diesel engines and Ford will pay, without deductions,
for each engine.

                 About Navistar International Corp.

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV market.  The company also provides
truck and diesel engine parts and service sold under the
International brand.  A wholly owned subsidiary offers
financing services.

                       About Ford Motor Co.

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

                          *     *     *

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

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

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


FORD MOTOR: April U.S. Sales Decreased 13%, to 228,623
------------------------------------------------------
Ford Motor Co. disclosed in a regulatory filing with the
Securities and Exchange Commission that the company's April U.S.
sales totaled 228,623, down 13% compared with a year ago.

"With April behind us, we remain focused on getting the word out
about the strength of our new products, and our marketing
offensive is moving into high gear," said Mark Fields, Ford's
President of The Americas.  "Customers are responding very
positively to our new 'Ford Challenge' ads that pit Ford vehicles
against the best of the competition, so we're accelerating our
plans."

Currently, Ford said it began airing two new F-Series truck ads
starring Mike Rowe, creator and star of the Discovery Channel's
hit show "Dirty Jobs."  The ads demonstrate the clear advantages
of Ford Tough trucks in safety, strength and capability.

Ford's internal data show that the Ford Challenge campaign has
generated a strong response in product favorability, purchase
consideration and sales.  Following the start of the successful
"Fusion Challenge" ads in January, the Ford Fusion posted double-
digit sales increases throughout the first quarter.

                 Strong Crossover Growth Continues

Although April sales for most products were lower than a year ago,
new crossover utilities helped Ford increase its share of the
industry's fastest growing category.  Ford Edge sales were 9,134,
and Lincoln MKX sales were 2,901.  In addition, Land Rover
introduced its first crossover utility, the LR2, and first month
sales were 1,302.  Total Ford Motor Company crossover sales were
28 percent higher than a year ago during April.

"The success of our newest products - Ford Fusion, Edge, Lincoln
MKX, Ford Super Duty and Ford Expedition - gives us encouragement
that we're creating the products our customers really want, and
we're beginning to stabilize our retail market share," Fields
said.

"Three years ago, 70 percent of new Ford Motor Company vehicles
sold in the U.S. were trucks and traditional SUVs. Today, the
balance is nearly 50 percent cars and crossovers, and 50 percent
trucks and SUVs," Fields explained.  "We will continue to
introduce new crossovers and even more small cars in the U.S., as
they represent the consumer growth segments going forward."

                       About Ford Motor Co.

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

                          *     *     *

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

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

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


GENERAL MOTORS: April Sales Down 2.2%; Daily Rental Sales Down 36%
------------------------------------------------------------------
General Motors Corporation reported that GM dealers in the United
States delivered 311,687 vehicles in April, a reduction of 2.2% on
a sales-day-adjusted basis.  GM's April retail sales of 228,465
were up 3.6%, on a sales-day-adjusted basis.  There were two fewer
selling days in April this year.

Fifteen different models showed a retail sales increase,
reflecting the continuing strength of GM's new product portfolio.  
So far this year, daily rental sales of 13% of total sales
accounted for the lowest percentage of total sales in five years.
Daily rental sales were down 23,178 vehicles in April, or 36% on a
sales-day-adjusted basis, compared with a year ago as mix and
quality of share continued to improve significantly.  Consistent
with its turnaround strategy, GM has reduced daily rental sales by
more than 83,000 vehicles in the first four months of 2007.

"April sales were consistent with the pattern of the last few
quarters - retail sales up, daily rental down, and continued
strength of our launch vehicles," said Mark LaNeve, vice
president, GM North American Sales, Service and Marketing.  "We
are particularly pleased with the Silverado and Sierra pickups,
and from January to March this year we've seen more than a four
point full-size pickup market share increase at the expense of
Toyota, Ford and DCX.  Pickup truck customers are telling us in
today's environment they are shopping for value, fuel economy and
warranty.  GM wins on all three."

Chevrolet Aveo, Impala, Silverado, Suburban, and Avalanche;
Pontiac G6; Saturn Sky and VUE; GMC Sierra, Yukon XL and Canyon;
Cadillac CTS, SRX, Escalade ESV and Escalade EXT all had April
retail sales increases compared with a year ago on a sales-day-
adjusted basis.  Pontiac G5, Saturn Aura and Outlook and the GMC
Acadia are newly-offered products and continue to contribute
retail sales momentum.  The GMC Acadia and Saturn Outlook had
retail sales of more than 9,100 vehicles, pushing a significant
retail increase in GM's mid-crossover segment.

GM's total sales of more than 11,000 vehicles in this segment
pushed monthly performance up 184%, on a sales-day-adjusted basis,
compared with the same month last year.

Total sales of Saturn vehicles were up 29 percent, GMC was up 17
percent and Cadillac was up 2% in April on a sales-day-adjusted
basis.

"As we continue to execute our North American marketing plans,
we've seen positive results, including increased residual values
for our products.  For customers, this means better resale values
for their GM car or truck," LaNeve added.  "With new products such
as the Buick Enclave, Cadillac CTS and Chevrolet Malibu still to
come this year, we expect to build on this customer enthusiasm."

                     Certified Used Vehicles

April 2007 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 41,622
units, down 11 percent from last April.  Total year-to-date
certified GM sales are 181,473 units, up 3% from the same period
last year.

GM Certified Used Vehicles, the industry's top-selling
manufacturer-certified used brand, posted 36,625 sales, down
nearly 10% from last April.  Year-to-date sales for GM Certified
Used Vehicles are 159,409 units, up 4% from the same period in
2006.

Cadillac Certified Pre-Owned Vehicles posted April sales of 2,800
units, down 22% from last April.  Saturn Certified Pre-Owned
Vehicles sold 1,478 units in April, down 17%. Saab Certified Pre-
Owned Vehicles sold 639 units, down 10% from last April, and
HUMMER Certified Pre-Owned Vehicles sold 80 units, down 30%.

"GM Certified Used Vehicles, the industry's top-selling certified
brand, continues to set the pace for the category, with sales
through April up more than 4 percent," said LaNeve.  "April sales
were impacted by having two less sales days than last year.  
Certified GM sales year-to-date are up over 3 percent from the
same period last year."

GM North America Reports April Production, 2007 Second-Quarter
Production Forecast is Revised at 1.145 Million Vehicles

In April, GM North America produced 335,000 vehicles (120,000 cars
and 215,000 trucks).  This is down 17,000 units or 5% compared to
April 2006 when the region produced 352,000 vehicles (130,000 cars
and 222,000 trucks).  (Production totals include joint venture
production of 15,000 vehicles in April 2007 and 24,000 vehicles in
April 2006.)

Additionally, the region's 2007 second-quarter production forecast
is revised at 1.145 million vehicles (403,000 cars and 742,000
trucks), down 15,000 units or 1.3% from last month's guidance.

GM also announced final 2007 first-quarter and unchanged 2007
second-quarter production forecast for its international regions.

GM Europe - GM Europe produced 511,000 vehicles in the first-
quarter of 2007.  In the first-quarter of 2006 the region built
494,000 vehicles.  The region's 2007 second-quarter production
forecast remains unchanged at 473,000 vehicles.  In the second-
quarter of 2006 the region built 495,000 vehicles.

GM Asia Pacific - The region built 544,000 vehicles in the first-
quarter of 2007.  In the first-quarter of 2006 the region produced
472,000 vehicles.  GM Asia Pacific's 2007 second-quarter
production forecast remains unchanged at 568,000 vehicles.  In the
second-quarter of 2006 the region built 482,000 vehicles.

GM Latin America, Africa and the Middle East - The region built
222,000 vehicles in the first quarter of 2007.  In the first
quarter of 2006 the region produced 194,000 vehicles.  The
region's 2007 second-quarter production forecast is unchanged at
233,000 vehicles.  In the second quarter of 2006 the region built
206,000 vehicles.

                    About General Motors Corp.

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.


GENERAL MOTORS: Earns $62 Million in Quarter Ended March 31
-----------------------------------------------------------
General Motors Corp. reported net income of $62 million, including
special items, in the first quarter ended March 31, 2007, compared
with net income of $602 million, in the year-ago quarter.  Results
are preliminary and may be revised prior to actual filing of GM's
first quarter report on Form 10-Q.

The decline in reported GM earnings is more than accounted for by
losses in the residential mortgage business of GMAC Financial
Services, driven by continued weakness in the U.S. nonprime
mortgage sector.  In addition, last year's results included a one-
time after tax gain of $395 million due to the sale of a portion
of GM's equity ownership position in Suzuki Motors.

The reported results for the first quarter of 2007 include
unfavorable special items totaling $32 million after tax related
largely to restructuring actions in Europe and Asia Pacific,
offset in part by a favorable item related to workforce attrition
costs for previously divested components plants.  

"The first quarter of 2007 marked another quarter of continued
progress in GM's global automotive operations.  We were able to
expand vehicle sales and improve automotive profitability based on
the progress in our turnaround initiatives in North America and
Europe and our expansion strategy for key growth markets like
China, Russia and South America," said GM chairman and chief
executive officer, Rick Wagoner.  "We continue to see progress on
the automotive bottom line as we implement the strategies laid out
two years ago."

Excluding special items, GM posted adjusted net income of
$94 million, compared to adjusted net income of $350 million
in the first quarter of 2006.  Total revenue for the first quarter
of 2007 was $43.9 billion, down from $52.4 billion, almost
entirely due to GMAC revenue no longer being included in GM's
consolidated results.  Following the 51 percent equity sale of
GMAC in late 2006, GM is reporting its 49 percent ownership
interest using the equity accounting method.  Automotive revenue
for the first quarter of 2007 was $42.9 billion, down slightly
from $43.6 billion in the first quarter of 2006.

                     GM Automotive Operations

Net income from GM's global automotive operations totaled
$304 million on an adjusted basis, in the first quarter of 2007,
compared to $40 million in the year-ago quarter.

GM sold an all-time first quarter record 2.26 million cars and
trucks in the first quarter of 2007, up 3 percent, or 67,000
units, over the first quarter of 2006.  Sales in the GM Asia
Pacific region grew more than 20 percent; GM Latin America, Africa
and Middle East grew 17 percent, and GM Europe grew 6 percent.
GM's all-time sales record was achieved despite challenging market
conditions in the U.S. largely due to volatile fuel prices and
contraction in the housing market.

                               GMAC

GMAC posted a net loss of $305 million in the first quarter of
2007, compared to net income of $495 million in the year-ago
period.  For the first quarter, GM recognized a net loss of
$115 million associated with its 49 percent ownership of GMAC,
including the accrual of dividends on GMAC preferred membership
interests and certain tax benefits realized.

GMAC results were significantly impacted by a net loss of
$910 million at Residential Capital LLC due to continued pressures
in the U.S. mortgage market.  GMAC's first quarter net income
generated by auto finance, insurance and other operations was
$605 million, more than double the earnings generated by these
same operations in the first quarter of 2006.

                        Cash and Liquidity

GM generated adjusted automotive operating cash flow of
$300 million for the first quarter of 2007, an improvement of
$1.5 billion year-on-year, with all four regions reporting
improvement.

Cash, marketable securities, and readily-available assets of the
Voluntary Employees' Beneficiary Association trust totaled
$24.7 billion at March 31, 2007, up from $21.6 billion on
March 31, 2006, but down from the year-end 2006 total of
$26.4 billion.

At March 31, 2007, the company's balance sheet showed
$185.2 billion in total assets, $188.4 billion in total
liabilities, $1.1 billion in minority interests, resulting in a
$4.3 billion total stockholders' deficit.

                       About General Motors

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.


GENTA INC: NASDAQ to Delist Stocks Due to Bid Price Non-Compliance
------------------------------------------------------------------
Genta Incorporated has received a Staff Determination letter from
the NASDAQ Stock Market stating that the company's common stock is
subject to delisting from The NASDAQ Global Market because the
closing bid price of the company's common stock is not in
compliance with the $1 minimum closing bid price requirement, as
set forth in Marketplace Rule 4450(a)(5).  Such letters are
standard procedure when a company does not meet the minimum
closing bid price requirement.
    
Genta intends to exercise its right to appeal this Staff
Determination to a NASDAQ Listings Qualification Panel.  The
appeal request will automatically stay the delisting until the
Panel reaches a decision.  NASDAQ will typically hold a hearing to
consider an appeal within 45 days after the appeal is made, and it
may take up to 30 days after the hearing to make a decision.  At
the hearing, Genta intends to present a plan to regain full
compliance for all requirements to maintain its listing on The
NASDAQ Global Market.
    
"While the company will continue to execute its overall strategy
and pursue the NASDAQ appeal, among other proposals in the
company's proxy statement, the company plans to ask its
stockholders to approve a reverse split of the company's common
stock over a range of possible ratios, ranging from 1:2 to 1:6,
which would be implemented at the discretion of the company's
board of directors", Dr. Raymond Warrell, Jr., Genta's Chairman
and chief executive officer, said.  "The company believes its
stockholder's immediate interest is to maintain the Global Market
listing, and that granting the board flexibility to effect a
reverse split represents one important option to meeting the
NASDAQ requirements.  This matter will be discussed during the
company's upcoming quarterly earnings conference call on May 8,
2007, and the proposal will be formally considered at the
company's upcoming annual stockholders meeting scheduled on July
11, 2007.  
    
                     About Genta Incorporated
    
Based in Berkeley Heights, New Jersey, Genta Incorporated (Nasdaq:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company,  
which focuses on the treatment of patients with cancer.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 15, 2006,
Deloitte & Touche LLP expressed substantial doubt about Genta
Incorporated's ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
company's recurring losses and negative cash flows.


GEOKINETICS INC: Commences Offering of 4.5 Million Common Stock
---------------------------------------------------------------
Geokinetics Inc. initiated its public offering of 4.5 million
shares of common stock, par value $.01 per share with:

   -- RBC Capital Markets and UBS Investment Bank acting as joint   
      book-running managers; and

   -- Raymond James & Associates Inc. and Howard Weil Incorporated
      as co-managers.

Geokinetics intends to use the net proceeds from this offering to
redeem its $110 million aggregate principal amount of Second
Priority Senior Secured Floating Rate Notes due 2012 issued in
December 2006 and, to the extent net proceeds remain, to repay
outstanding amounts under the revolving credit facility and for
general corporate purposes.
    
Geokinetics and one existing stockholder have granted the
underwriters a 30-day option to purchase up to an additional
675,000 shares of common stock to cover over-allotments, if any.
    
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission.
    
Copies of the prospectus may be obtained from:

   a) RBC Capital Markets
      17th Floor      
      No. 60 South
      6th Street
      Minneapolis, MN 55402
      Tel: (612) 371-2818
      Fax: (612) 371-2837, or

   b) UBS Investment Bank
      Attn: Clint Lauriston
      No. 299 Park Avenue
      New York, NY 10171
      Tel:(888) 827-7275

                      About Geokinetics Inc.

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

                          *     *     *

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


GMAC COMMERCIAL: Moody's Holds Low-B Ratings on 6 2002-C3 Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 15 classes of GMAC Commercial Mortgage
Securities, Inc., Series 2002-C3 Mortgage Pass-Through
Certificates as:

    - Class A-1, $160,130,097, affirmed at Aaa
    - Class A-2, $406,440,000, affirmed at Aaa
    - Class X-1, Notional, affirmed at Aaa
    - Class X-2, Notional, affirmed at Aaa
    - Class B, $29,153,000, affirmed at Aaa
    - Class C, $11,661,000, affirmed at Aaa
    - Class D, $18,463,000, upgraded to Aaa from Aa2
    - Class E, $11,661,000, upgraded to Aa2 from Aa3
    - Class F, $9,717,000, upgraded to A1 from A2
    - Class G, $9,718,000, affirmed at A3
    - Class H, $9,718,000, affirmed at Baa1
    - Class J, $18,464,000, affirmed at Baa3
    - Class K, $8,746,000, affirmed at Ba1
    - Class L, $5,831,000, affirmed at Ba3
    - Class M, $4,859,000, affirmed at B1
    - Class N, $3,887,000, affirmed at B2
    - Class O-1, $2,722,000, affirmed at B3
    - Class O-2, $1,165,000, affirmed at B3

As of the April 10, 2007 distribution date, the transaction's
aggregate certificatel balance has decreased by approximately 6.1%
to $729.7 million from $777.4 million at securitization.  The
Certificates are collateralized by 106 loans, ranging in size from
less than 1.0% to 4.5% of the pool, with the top 10 loans
representing 30.8% of the pool.  Fifteen loans, representing 19.2%
of the pool, have defeased and are collateralized by U.S.
Government securities.

One loan has been liquidated from the pool, resulting in a
realized loss of approximately $160,000. Currently there is one
loan, representing 2.1% of the pool, in special servicing.  
Moody's has estimated a loss of approximately $1.5 million for
this loan.  Twenty-two loans, representing 13.9% of the pool, are
on the master servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for 98.7% and 91.6%, respectively, of the
performing loans. Moody's weighted average loan to value ratio is
81.3%, compared to 86.2% at Moody's last full review in February
2006 and compared to 89.3% at securitization.  Moody's is
upgrading Classes D, E and F due to defeasance, increased credit
support and improved overall pool performance.

The top three loans represent 11.5% of the pool.  The largest loan
is the Clifton Commons Loan ($33.1 million - 4.5%), which is
secured by a 173,000 square foot retail center located in Clifton,
New Jersey.  The center is 100.0% occupied, the same as at last
review and at securitization. Moody's LTV is 87.5%, compared to
90.7% at last review.

The second largest loan is the Shops at River Park Loan ($26.6
million - 3.6%), which is secured by a 134,000 square foot retail
center located in Fresno, California.  As of September 2006 the
property was 99.5% occupied, compared to 97.0% at last review.
Moody's LTV is 77.4%, compared to 80.0% at last review.

The third largest loan is the Bailey's Crossroads Loan ($24.2
million - 3.3%), which is secured by a 169,000 square foot retail
center located in Fairfax, Virginia.  As of December 2006 the
property was 100.0% occupied, the same as at last review and at
securitization.  Moody's LTV is 73.8%, compared to 78.0% at last
review.


GMAC LLC: Massive Losses Prompt S&P to Affirm BB+/B-1 Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+/B-1'
counterparty credit rating on GMAC LLC.  The outlook was revised
to negative from developing.  At the same time, S&P lowered its  
counterparty credit rating on GMAC's 100%-owned subsidiary,
Residential Cap LLC, to 'BBB-/A-3' from 'BBB/A-3'.  The outlook on
ResCap is stable.
      
"The revision of GMAC's outlook and the downgrade of ResCap
reflect massive additional losses at ResCap's subprime mortgage
business, totaling $910 million after-tax in first-quarter 2007,"
said Standard & Poor's credit analyst Scott Sprinzen.  These
losses caused GMAC overall to be unprofitable (net loss of $305
million), notwithstanding strong performance by GMAC's automotive
finance, insurance, and other businesses.  ResCap's loss was
significantly worse than S&P had anticipated.  S&P now believe
that poor financial performance at ResCap could persist for at
least the next year, and that this will depress GMAC's
consolidated results, significantly dampening the potential for an
upgrade of GMAC within the time period addressed by the outlook.
     
The ratings on GMAC continue to reflect the benefits afforded by
the diversity of its mortgage and insurance businesses, its
generally high asset quality, and its significant long-range
profit potential.  The ratings also reflect the risks facing GMAC
because of its close business ties to General Motors Corp. (GM;
B/Negative/B-3), notwithstanding the completion of a transaction
on Nov. 30, 2006, whereby GM sold a 51% stake in GMAC to a
consortium headed by Cerberus Capital Management L.P.  As a result
of the transaction with Cerberus, GMAC was able to achieve a
significant degree of ratings separation from GM.
     
Despite the beneficial aspects of the transaction, GMAC will
continue to face some GM-related risks.  In particular, the value
of GMAC's core automotive finance franchise will still be
influenced by GM's fortunes.  If GM's competitiveness deteriorates
further, especially if GM were ultimately to declare bankruptcy,
this could have a severe effect on the credit and residual loss
levels associated with GMAC's retail, wholesale loan, and lease
portfolios.  There are limits on GMAC's ability to contain its GM-
related credit exposure: GMAC is required to continue allocating
capital to provide financing to GM customers and wholesale
dealers, in accordance with historical practice.  Although GMAC
retains the right to make individual credit decisions, GMAC has
committed to funding a broad credit spectrum of customers and
dealers, largely consistent with historical practice.  

In addition, S&P believe there is potential for future
divisiveness among GMAC's owners from diverging business or
economic interests.  Moreover, potential further ownership changes
in the long term are unknown because the consortium is required to
retain its investment in GMAC for only five years.
     
ResCap was the seventh-largest U.S. mortgage originator and
servicer in 2006. U.S. nonprime loan production accounted for only
19% of its total loan production in 2006.  The company is very
well-diversified geographically and in terms of mortgage products.   
The differential between S&P's ratings on ResCap and GMAC reflects
ResCap's ability to operate its mortgage businesses separately
from GMAC's auto finance business, from which ResCap is partially
insulated by financial covenants and governance provisions.  
However, S&P expect to continue to link the ratings on ResCap with
those on GMAC in view of the latter's full ownership of ResCap.
     
The ratings on GMAC could be jeopardized given further
deterioration at GM and/or ResCap that threatens to impinge on
GMAC's financial performance and funding flexibility.  While S&P
believe GMAC could survive a bankruptcy filing by GM, the ratings
on GMAC would likely be lowered--possibly by several notches if
this were to occur--given the uncertainties such a development
would entail for GMAC.  Improvement in GM's prospects and/or a
rapid rebound in ResCap's earnings would enhance GMAC's upgrade
potential.  However, S&P would still need to consider uncertainty
regarding GMAC's ownership structure beyond the next five years.


GOLDMAN SACHS: S&P Puts BB+ Rated Class B Notes on Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' rating on the
class B notes issued by Goldman Sachs Asset Management CBO Ltd., a
high-yield arbitrage CBO transaction, on CreditWatch with positive
implications.
     
The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the class B
notes since they were upgraded on Dec. 26, 2006.  The primary
factor was an increase in the level of overcollateralization
available to support the class A notes.  Since the December 2006
rating action, the transaction has paid down $23.308 million to
the class A notes.
     
Standard & Poor's will be reviewing the results of current cash
flow runs generated for Goldman Sachs Asset Management CBO Ltd. to
determine whether the rating currently assigned to the class B
notes remains consistent with the credit enhancement available.
   

               Rating Placed on Creditwatch Positive
    
              Goldman Sachs Asset Management CBO Ltd.

                                  Rating
                                  ------
                   Class   To               From
                   -----   --               -----
                     B     BB+/Watch Pos    BB+
              

                      Other Rating Outstanding
   
              Goldman Sachs Asset Management CBO Ltd.

                          Class       Rating
                          -----       ------
                            A          AAA


GREAT LAKES: Refinancing Prompts Moody's to Affirm Debt Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Great Lakes
Dredge & Dock Corporation (Caa1 senior subordinated, B3 corporate
family) and changed the Loss Given Default assessment of the
senior subordinated notes to 72-LGD5 from 78-LGD5 upon
consideration of the planned refinancing of Great Lakes senior
secured debt facilities.

Moody's also withdrew its Ba3 (17-LGD2) rating on the senior
secured term loan that has been repaid and will withdraw its Ba3
(17-LGD2) rating on the existing $60 million senior secured
revolving credit facility upon the conclusion of the refinancing.

The ratings outlook is stable.

The affirmation of the B3 corporate family rating reflects Moody's
belief that Great Lakes' markets remain exposed to a meaningful
level of demand risk.  Fluctuations in the size of annual bid
markets and in the company's bid market share could easily absorb
the relatively small cushions in the current supportive credit
metrics.  Great Lakes recently announced plans to acquire a large
hydraulic dredge and a large hopper dredge in two separate
transactions, collectively valued at approximately $63 million.  
These significant investments will be funded partially from
drawings on the planned new senior secured revolving credit
facility (not rated); and by a new operating lease.  As a result,
Debt to EBITDA is expected to increase from 4.7 times at December
31, 2006. Moody's estimates EBIT to Interest to remain below 1.4
times over this period.  According to the company, demand from the
U.S. Army Corp of Engineers, the domestic sector's largest
customer, remains constrained due to funding constraints related
to the U.S government's annual budget, to the centralization of
Corp contract funding authorizations, and to restrictions on
letting of contracts that are not fully-funded.  These factors
have limited the number of larger, longer term capital projects
being let for bid by the Corp, which has contributed to excess
capacity in the domestic market.

"Great Lakes credit metrics and its leading position in the U.S.
dredge market imply a higher corporate family rating. However,
cash flow and earnings volatility, and the company's record of
weak earnings and cash flow generation in recent years presently
constrain the ratings," said Jonathan Root, Moody's High-Yield
Transportation Analyst.  The company relied mainly on the Corp for
business in those periods; the historical results reflect that
concentration as well as the more competitive bidding dynamics in
the market in those periods.  Moody's believes Great Lakes'
current strategy of diversifying revenues and earnings with
projects from state or municipal authorities, the private sector
and from overseas is appropriate given the expectations of ongoing
weak demand from the Corp.  However, the current weakness in and
poor visibility of the domestic bid market is a restraint on
ratings.

The stable outlook reflects Moody's belief that the execution of
projects in the backlog plus potential new contract awards in 2007
and 2008 should allow Great Lakes to offset the pressure on the
credit profile that results from the recently announced capital
investments.  Moody's expects negative free cash flow in 2007 of
about $60 million with an almost equal increase in debt.  
Nevertheless, the company's leading position with the largest
fleet in the U.S. provides it a strong base to capture its share
of large capital projects upon their eventual return to the
bidding roster.  Such projects should contribute to earnings
expansion.  Moody's also believes that Great Lakes will retain its
traditional rational bidding strategy across its markets, by
favoring higher contract margins over higher equipment
utilization.

Ratings could be raised or the outlook changed to positive if EBIT
to Interest is sustained above 1.4 times and Debt to EBITDA is
below 5.0 times.  Upwards pressure on the ratings could also
result if Great Lakes was to secure additional contracts in
foreign markets that locked in a significant amount of revenues
and earnings over the intermediate term to provide a significant
hedge to potential weakness in the domestic market.  The ratings
could be downgraded if revenues and earnings become pressured by a
prolonged meaningful decline in the domestic bid market.  EBIT to
Interest below 1.0 time or Debt to EBITDA above 6.5 times could
pressure the ratings down as would additional debt-financed
investments that further weaken interest coverage or leverage
measures.

Issuer: Great Lakes Dredge & Dock Corporation

Upgrades:

    * Senior Subordinated Regular Bond/Debentures,
      Upgraded to 72-LGD5 from 78-LGD5

Rating Withdrawn:

    * Senior Secured Bank Term Loan B, Withdrawn, previously Ba3

Rating to be Withdrawn:

    * Senior Secured Bank Revolving Credit Facility, currently Ba3

Great Lakes Dredge & Dock Corporation, founded in 1890 and
headquartered in Oak Brook, IL is the largest provider of dredging
services in the United States.


GREENWICH CAPITAL: Moody's Holds Low-B Ratings on Six Certificates
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 22 classes of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-GG3 as:

    - Class A-1, $67,808,477, affirmed at Aaa
    - Class A-1-A, $138,494,150, affirmed at Aaa
    - Class A-2, $1,112,085,000, affirmed at Aaa
    - Class A-3, $562,418,000, affirmed at Aaa
    - Class A-4, $783,022,000, affirmed at Aaa
    - Class A-AB, $159,047,000, affirmed at Aaa
    - Class A-J, $228,986,000, affirmed at Aaa
    - Class XP, Notional, affirmed at Aaa
    - Class XC, Notional, affirmed at Aaa
    - Class B, $112,247,000, affirmed at Aa2
    - Class C, $40,410,000, affirmed at Aa3
    - Class D, $58,368,000, affirmed at A2
    - Class E, $35,920,000, affirmed at A3
    - Class F, $44,899,000, affirmed at Baa1
    - Class G, $35,919,000, affirmed at Baa2
    - Class H, $40,409,000, affirmed at Baa3
    - Class J, $8,980,000, affirmed at Ba1
    - Class K, $13,470,000, affirmed at Ba2
    - Class L, $17,960,000, affirmed at Ba3
    - Class M, $13,469,000, affirmed at B1
    - Class N, $8,980,000, affirmed at B2
    - Class O, $13,470,000, affirmed at B3

As of the April 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.4%
to $3.54 billion from $3.59 billion at securitization.  The
Certificates are collateralized by 142 loans, the same as at
securitization.  The loans range in size from less than 1.0% to
6.8% of the pool, with the top 10 loans representing 47.6% of the
pool. The pool includes four investment grade shadow rated loans,
representing 19.1% of the pool.  Four conduit loans, representing
2.0% of the pool, have defeased and are collateralized by U.S.
Government securities.

The pool has not realized any losses since securitization.
Currently there is one loan, representing less than 1.0% of the
pool, in special servicing.  Moody's is not estimating a loss from
this specially serviced loan.  Twenty-three loans, representing
9.9% of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for 91.5% and 67.3%, respectively, of the pool.  
Moody's weighted average loan to value ratio for the conduit
component is 95.0%, compared to 95.5% at securitization, resulting
in an affirmation of all classes.

The largest shadow rated loan is the Northstar Regional Mall Loan
($241.8 million - 6.8%), which is secured by the borrower's
interest in a 1.3 million square foot regional mall located in San
Antonio, Texas.  The property is the dominant mall in the region
and is anchored by Foley's, Dillard's, Macy's, Saks 5th Avenue and
Mervyn's.  Moody's current shadow rating is Baa2, the same as at
securitization.

The second largest shadow rated loan is the Grand Canal Shops at
the Venetian Loan ($182.0 million - 6.4%), which represents a
44.5% participation interest in a first mortgage secured by a
537,000 square foot mall located within the Venetian Casino Resort
in Las Vegas, Nevada.  Moody's current shadow rating is A3, the
same as at securitization.

The third largest shadow rated loan is the Westin Kierland Loan
($135.0 million - 3.8%), which is secured by a 732-room full
service resort and spa hotel located in Phoenix, Arizona.  The
property's financial performance has improved since securitization
due to increased occupancy.  RevPAR for calendar year 2005 was
$145, compared to $129 at securitization.  Moody's current shadow
rating is Baa2, compared to Baa3 at securitization.

The fourth largest shadow rated loan is the Doral Arrowwood Hotel
Loan ($72.3 million - 2.0%), which is secured by a 374-room full
service conference resort hotel and 110,000 square foot conference
center located in Rye Brook, New York.  Pfizer Inc. uses the
conference center as its global training facility for its field
sales and marketing team.  Pfizer is under contract through 2015
to lease the Resort's learning center plus a minimum of 33,000
rooms annually, which Pfizer historically exceeded by a large
margin.  In the past two years, however, the number of paid rooms
by Pfizer creased by approximately 35.0%, resulting in a drop in
occupancy to 64.0% for calendar year 2006, compared to 75.7% at
securitization.  The decline in occupancy as well as other
ancillary revenue has caused a significant decline in the hotel's
performance.  Net operating income for 2006 was approximately
40.0% lower than at securitization.  Moody's current shadow rating
is Baa3, compared to A2 at securitization.

The top three conduit loans represent 17.5% of the pool.  The
largest conduit loan is the 1440 Broadway Loan ($225.0 million --
6.4%), which is secured by a 742,000 square foot office building
located in New York City.  The property is 93.5% occupied,
compared to 96.6% at securitization.  Moody's LTV is 98.4%,
compared to 99.8% at securitization.

The second largest conduit loan is The Crescent Loan ($214.8
million -- 6.1%), which is secured by a 1.3 million square foot
mixed use office and retail complex located in Dallas, Texas.  The
property was 92.1% occupied as of August 2006, the same as at
securitization.  Moody's LTV is 83.0%, the same as at
securitization.

The third largest conduit loan is the 498 Seventh Avenue Loan
($181.5 million -- 5.1%), which is secured by a 877,000 square
foot office building located in New York City.  Moody's LTV is
94.2%, the same as at securitization.


HAYES LEMMERZ: Moody's Upgrades Unit's Corporate Rating to B3
-------------------------------------------------------------
Moody's Investors Service raised to B3 from Caa1 the corporate
family and probability of default ratings of HLI Operating
Company, Inc., a wholly-owned subsidiary of Hayes Lemmerz
International, and changed the rating outlook to stable from
negative.

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

In a related action, Moody's placed the Caa2 rating of the
$157 million of 10.5% senior unsecured notes under review for
downgrade.  The $157 million of 10.5% senior unsecured notes are
not callable until July 2007 and, thus are expected to be
repurchased.  The review will consider the degree to which
covenants and rights are stripped from any notes not purchased.
The rating will be withdrawn if substantially all of these notes
are purchased.

These rating actions are based upon the company successfully
completing a series of transactions which include the closing of
the announced $180 million common stock rights offering, the
issuance of the new senior secured bank debt, and the issuance of
the new senior unsecured note.  The common stock rights offering
will be used to repay the company's existing 10.5% senior
unsecured notes.  As part of the transaction, the new senior
secured term loan, senior secured letter of credit facility, and
senior unsecured notes will be issued by a European holding
company.  The transaction will reduce leverage and better align
Hayes's debt service requirements with its geographic cash
generating capacity.  The ratings also reflect the company's
improved credit metrics resulting from the transaction and the
continuing challenges of the automotive supplier industry.

"The stable outlook reflects the company's progress in gaining
operating flexibility through several recent actions, as well as
the refinancing plan", noted Timothy Harrod of Moody's Investors
Service.  These include the restructuring actions taken last year
which have reduced wages and moved operations to low cost
countries and asset sales in the automotive components segment.  
These actions combined with the lower leverage, improved interest
coverage, and improved liquidity contemplated by the proposed
transaction should support the company's ability to negotiate the
current industry challenges of the automotive supplier sector at
the currently assigned Corporate Family Rating.  These challenges
include market share losses of the North American Big-3 OEMs, and
increasing raw material and energy cost.

For the last twelve months (LTM) ended January 31, 2007, Hayes
Lemmerz's total debt/EBITDA (using Moody's standard adjustments)
approximated 5.5x. EBIT/interest expense was approximately 0.5x.  
Free cash flow was approximately negative $3 million with cash on
hand of $38 million. Availability under the existing revolving
credit was approximately $80 million at January 31, 2007.  Pro
forma for the transaction Debt/EBITDA is expected to reduce to
approximately 4.7x and EBIT/Interest expense will moderately
improve to approximately 0.63x.  Liquidity is expected to improve
as part of the refinancing, as the new revolving credit will
increase in size to $125 million (and be largely unused over the
near term) and the transaction will increase the amount of cash on
hand.

Ratings raised:

    * Corporate Family Rating, to B3 from Caa1
    * Probability of Default Rating to B3 from Caa1

Ratings assigned:

    * B2 (LGD3, 33%) to the senior secured revolving credit
      facility;

    * B2 (LGD3, 33%) to the senior secured term loan facility;

    * B2 (LGD3, 33%) to the senior secured synthetic letter of
      credit facility;

    * Caa2 (LGD5, 87%) to the senior unsecured notes;

These ratings will be withdrawn upon their repayment:

    * B1 (LDG2, 20%) for the 1st lien senior secured revolving
      credit

    * B1 (LDG2, 20%) for the 1st lien senior secured term loan

    * Caa1 (LDG3, 47%) for the 2nd lien term loan C

This rating is under review for downgrade:

    * Caa2 (LGD5, 72%) for the existing 10.5% senior unsecured
      notes

Outlook change:

    * To Stable from Negative

The ratings of the new issues reflect their priority of payout in
Moody's Loss Given Default Methodology.  As a result the proposed
transaction's shift of the preponderance of debt to Hayes's
European operations, the Europe, Middle East, and Africa Loss
Given Default Methodology is applied.  The significant impact of
the EMEA LGD Methodology compared to the US methodology is the
senior secured treatment of trade payables.

The EMEA LGD generally assumes that a consensual "out of court"
restructuring will be pursued as opposed to court administered
liquidations.  In a consensual restructuring scenario management
and financial creditors seek to ensure that the trade creditors
remain current to avoid any local insolvency petition being
invoked. The assumed outcome of a financial restructuring is that
the trade creditors would be preserved and ultimately transferred
to a new or restructured entity, without incurring losses.  As a
result, all trade payables are raised to level of the highest
secured obligations.

Hayes Lemmerz International, headquartered in Northville,
Michigan, is a global supplier of steel and aluminum automotive
and commercial vehicle highway wheels, as well as aluminum
components for brakes, powertrain, suspension, and other
lightweight structural products.  Worldwide revenues approximate
$2.1 billion.


HAYES LEMMERZ: Planned Debt Reduction Cues S&P to Upgrade Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on automotive supplier Hayes Lemmerz International Inc. to
'B' from 'B-,' reflecting planned debt reduction from a proposed
refinancing and equity rights offering, as well as improved
operating results, particularly in the company's wheels business
outside the U.S.  At the same time, the ratings were removed from
CreditWatch with positive implications, where they were placed on
March 16, 2007.  The outlook is stable.
     
Standard & Poor's also assigned its bank loan and recovery ratings
to Hayes' proposed $495 million senior secured credit facilities,
which consist of a $125 million revolving credit facility due 2013
and a $370 million European term loan due 2014.  The combined
facilities were rated 'B' with recovery ratings of '2', indicating
S&P's expectation for substantial (80%-100%) recovery of principal
in the event of default or bankruptcy.  

In addition, Standard & Poor's assigned its 'CCC+' rating to
Hayes' proposed $150 million or euro-equivalent senior unsecured
notes, to be issued by a European subsidiary.
     
Proceeds from the proposed new debt, as well as a $180 million
equity rights offerings, would be used to replace Hayes' existing
senior secured credit facilities and repurchase the company's
outstanding senior unsecured notes.  S&P affirmed its ratings on
Hayes' existing senior secured credit facilities and expect to
withdraw those ratings upon closing of the proposed transactions.  
The rights offering is subject to approval of Hayes' shareholders
at a special meeting May 4, 2007.


HIGHVIEW RESOURCES: Completes Reorganization Initiatives
--------------------------------------------------------
Highview Resources Ltd. has completed a number of its initiatives
relating to the proposed sale of assets and its restructuring
activity.

A special shareholders meeting has been called for May 28, 2007,
at which time shareholders will be requested to approve:

   i) the sale of substantially all of the assets of Highview to
      Wild River Resources Ltd. for $5 million;

  ii) the consolidation of the common shares of Highview on a
      1 for 10 basis; and

iii) change of corporate name to Paris Energy Inc.

In conjunction with these initiatives, the Highview Board of
Directors has appointed Robert L. McPherson as Chief Executive
Officer, M. Elizabeth Burke-Gaffney as President, and Clifford A.
Jeffrey as Vice-President of Exploration.

The new management team will be nominated to sit on the Board at
the shareholders' meeting, together with Patrick T. McCarthy, Q.C.
The new management team founded and managed Nycan Energy Corp.
from 1996 to 2003 when it was sold to a royalty trust for $44.8
million.  They then founded and managed a private company, KVR
Resources Ltd., which was sold in 2006 for $15.7 million.  Most
recently, they organized Paris Energy Ltd. which commenced
acquiring prospective acreage in southern Alberta.

Highview has also agreed to purchase all of the shares of Paris
Energy Ltd. for $307,000.  Paris is a private company founded by
the new management team in association with two other
shareholders.  Since its incorporation in 2006 Paris has begun to
generate oil and gas prospects and the acquisition of prospective
acreage in southern Alberta.  Two prospects of note are in the
Killam and Orion areas of Alberta.

At Killam, Paris owns a 71.428% working interest in 600 acres and
receives a non-convertible overriding royalty on the currently
producing well on the section.  Paris owns an interest in a
proprietary 3D seismic program covering the entire section that
indicates further drilling opportunities for Ellerslie oil occur
in the section.  In addition, there is potential for Ostracod and
Glauconitic gas draped over the Ellerslie sand in the balance of
the section.

At Orion, Paris owns 100% working interest in 2 sections of
freehold land.  One of the sections of land is located between two
Lower Cretaceous Sunburst Pools with the potential to extend one
or both of these pools onto the intervening land.

                     About Highview Resources

Based in Calgary, Alberta, Highview Resources, Ltd. (TSX
VENTURE:HVW) -- http://www.highviewresources.com/-- is focused on  
the exploration and development of crude oil and natural gas in
Western Canada.

                        Going Concern Doubt

In the going concern paragraph of Highview Resources' financial
statements for the three months ended Feb. 28, 2007, the company
disclosed that it had a loss before income tax expense of $156,565
and had a working capital deficiency of $1,216,357 as at Feb. 28,
2007.  The company said that the circumstances lend doubt as to
its ability to meet its obligations as they come due and,
accordingly, the appropriateness of the use of accounting
principles applicable as a going concern.  The company further
said that its ability to continue as a going concern is dependent
upon the closing of the sale of its oil and natural gas assets.


INDYMAC MANUFACTURED: Poor Performance Cues S&P to Lower Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-1
of IndyMac Manufactured Housing Contract Pass-Thru Trust 1998-2 to
'CCC-' from 'CCC'.  At the same time, the ratings on the class
A-2, A-3, and A-4 notes were affirmed at 'BB'.
     
The downgrade reflects the poor performance of the underlying pool
of manufactured housing contracts, high projected cumulative net
losses, and deteriorating credit support.

High losses have reduced the transaction's overcollateralization
ratio to zero and have resulted in the complete write-down of the
class B-2 and B-1 certificates.  In addition, class M-2 had been
written down from an initial principal balance of $9.18 million to
$774,966 as of the April 2007 distribution date, leaving severely
reduced credit enhancement levels available to cover losses on
class M-1.  If class M-1 were to experience write-downs,
nonpayment of full and timely interest would be likely given the
weak collateral performance and the location of class M-1 write-
down interest below senior principal in the transaction's payment
allocation waterfall.


INGRESS I: Fitch Holds Junk Rating on $28 Million Class C Notes
---------------------------------------------------------------
Fitch affirms four classes of the notes issued by Ingress I, Ltd.
as:

    -- $55,092,083 class A-1 notes at 'AAA';
    -- $72,537,653 class A-2 notes at 'AAA';
    -- $54,000,000 class B notes at 'A';
    -- $28,048,546 class C notes remain at 'CC/DR4'.

Ingress is a collateralized debt obligation (CDO) supported by a
static pool of asset-backed securities (10.1%), commercial
mortgage-backed securities (34.8%), residential mortgage-backed
securities (4.6%), and senior unsecured real estate investment
trust securities (50.4%).  Structured Credit Partners, LLC, a
subsidiary of Wachovia Corporation, selected the initial
collateral and serves as the collateral administrator.

Since the last review in August 2006, the collateral has continued
to perform, with 16.6% upgraded by a weighted average of 1.53
notches.  The class A notes have deleveraged by 18.3% over the
same time period, resulting in improved credit enhancement for
classes A-1, A-2, and B.  The class B overcollateralization (OC)
ratio continues to fail its required level of 112%, with a current
value of 108.02% according to the trustee report dated April 2,
2007.  It is also failing the interest coverage (IC) ratio with a
value of 106.99% compared to the trigger of 112%.  These failures
have caused the class C notes to capitalize missed interest
payments of over $6.8 million to date.  As a result, all principal
and interest (in excess of the classes A and B current interest
due) will be directed to pay down the class A notes until the
class B OC test is cured or the class A notes are paid in full.
The classes A and B notes, however, are receiving full interest
due to their position in the waterfall above the classes A and B
OC tests.  There are six defaulted or distressed assets in the
portfolio that are all exposures to manufactured housing.  These
assets, of which the notional balance represents 6.96% of the
entire current portfolio, are expected to have little or no
recovery value.

The ratings of the classes A-1 and A-2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the classes B and C notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


IPC SYSTEMS: Moody's Junks Rating on New $315 Million Loan
----------------------------------------------------------
Moody's Investors Service has affirmed IPC System Inc.'s B2
corporate family rating and assigned a B1 rating to the company's
new $915 million first lien term loan and a Caa1 rating to the
company's new $315 million second lien term loan.  Proceeds from
the current offering will go towards repaying existing debt and
financing the recently announced $515 million acquisition of
Westcom Holding Corp.  Concurrently, Moody's has revised IPC's
rating outlook from stable to negative.

IPC's corporate family rating is weakly positioned at B2 due to
the company's high financial leverage, pro forma for the Westcom
acquisition, which is similar to that of business services peers
rated B3.  The company's size (pre tax income) and profitability
(net returns on assets), which are negatively impacted by the
company's high financial leverage, are also similar to B3 rated
business services peers.  However, the company's business profile,
as measured by its geographic, product, and client diversity, are
similar to business services peers rated B2.  The market position
of the company following the Westcom acquisition, combined with
our expectation that IPC's financial leverage will improve in the
near term, are key factors that support the B2 rating.

The negative rating outlook reflects IPC's challenges to reduce
its sizeable debt and to realize anticipated cost reductions and
synergies from the WestCom acquisition.  The rating outlook could
be stabilized were IPC to successfully integrate WestCom and
benefit from favorable industry dynamics such that its ratio of
debt to EBITDA subsides to below 6.5x on a sustainable basis
subsequent to September 2008.  The ratings could come under
downward pressure were the company not to reduce financial
leverage to below 6.5x on a sustainable basis subsequent to
September 2008. Because of the negative outlook, a ratings upgrade
is unlikely at the present time.

In line with Moody's loss given default methodology, the ratings
also reflect both the overall probability of default of the
company, to which Moody's assigns a PDR of B2, and a loss given
default of LGD3 and LGD5 for the first and second lien bank
facilities, based on their respective priorities in the same
collateral/security package.

Subsequent to the transaction's closing as planned, Moody's will
withdraw the existing credit facility ratings for IPC.

Ratings assigned:

    * $75 million secured revolving credit facility due 2013
        -- B1 (LGD 3, 36%)

    * $840 million first lien secured credit facility due 2014
        -- B1 (LGD 3, 36%)

    * $315 million second lien secured credit facility due 2015
        --Caa1 (LGD 5, 89%)

Ratings affirmed:

    * Corporate family rating B2;
    * Probability-of-default rating B2;
    * Rating outlook revised to negative

IPC Systems, Inc., headquartered in New York, provides
telecommunications systems and private line telecommunication
network services.


JAMES KOONCE: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James A. Koonce, Jr.
        Lisa Koonce
        fka Lisa Rutledge
        1137 Smithville Road
        Mount Holly, NJ 08060

Bankruptcy Case No.: 07-15797

Chapter 11 Petition Date: April 27, 2007

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Donald Quigley Deegan and Quigley, L.L.C.
                  116 Youngs Road
                  Hamilton, NJ 08691
                  Tel: (609) 584-0600
                  Fax: (609) 584-6212

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Diamond Federal Cr. Un.          automobile             $24,588
1600 Medical Drive
Pottstown, PA 19464

                                 2004 Volkswagon        $22,481
                                 Toureg

Keybank Na                       1996 Bayliner (to      $21,751
P.O. Box 94825                   be surrendered)
Cleveland, OH 44101

Citibank                         credit card            $19,658
P.O. Box 6241
Sioux Falls, SD 57117

G.M.A.C.                         2005 G.M.C.            $17,795
                                 Yukon (leased
                                 vehicle to be
                                 surrendered)

Chase                            credit card            $16,850

Discover Fin                     credit card            $15,451

Monogram Bank North America      credit card            $14,799

Wffinancial                      installment loan        $9,115

Hb Fsb                           2003 Honda VTX          $7,639
                                 motorcycle (to
                                 be surrendered)

Regional Sewer Service Invoice   2016-2024               $4,279
                                 Woodlyn Avenue,
                                 Woodlyn, New
                                 Jersey 08109;
                                 value of
                                 security:
                                 $525,000;
                                 value of senior
                                 lien: $525,709

Curtin Marina                    services                $1,947

Holston, MacDonald, Uzdavinis,   services                $1,463
Eastlack Ziegler & Lodge

Borough of Collingswood          2016-2024               $1,283
                                 Woodlyn Avenue,
                                 Woodlyn, New
                                 Jersey 08109;
                                 value of
                                 security:
                                 $525,000;
                                 value of senior
                                 lien: $525,426

Cumberland Insurance Company     services                  $953

Verizon Wireless                 other                     $903

PSE&G                            services                  $894

U.S.A.A.                         services                  $811


JOE THOMAS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Joe L. Thomas
        3 Bayberry Drive
        Saddle River, NJ 07458

Bankruptcy Case No.: 07-15888

Chapter 11 Petition Date: April 30, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Melinda D. Middlebrooks, Esq.
                  Middlebrooks Shapiro & Nachbar, P.C.
                  140 Eagle Rock Avenue
                  Roseland, NJ 07068-0609
                  Tel: (973) 228-1616

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mortgage Electronic              location: 3            unknown
Registration Sys nominee for     Bayberry Drive,
First Financial Equities         Saddle River,
c/o Corporation Trust Company,   NJ; value of
R.A.                             security:
820 Bear Tavern Road             $2,200,000
Trenton, NJ 08628

R.L.I. Insurance Company                                unknown
9025 North Lindbergh Drive
Peoria, IL 61615

State of New Jersey                                     unknown
c/o Attorney General of
New Jersey
CN-080 Hughes Justice
Complex
Trenton, NJ 08625


JOHN MIKUS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: John C. Mikus
        dba Sukim Industrial Services
        648 Garfield Avenue
        Carnegie, PA 15106

Bankruptcy Case No.: 07-22783

Chapter 11 Petition Date: May 2, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


JOSEPH PINTOLA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Joseph Pintola, Jr.
        156 Lemoyne Avenue
        Washington, PA 15301

Bankruptcy Case No.: 07-22835

Type of Business: The Debtor filed for Chapter 11 protection on
                  January 5, 2007 (Bankr. W.D. Pa. Case No.
                  07-20075).

Chapter 11 Petition Date: May 3, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

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.


LB-UBS COMMERCIAL: Moody's Lowers Ratings on Six Certificates
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded the ratings of six classes and affirmed the ratings of
14 classes of LB-UBS Commercial Mortgage Trust 2002-C2, Commercial
Mortgage Pass-Through Certificates, Series 2002-C2 as:

    - Class A-2, $154,299,330, affirmed at Aaa
    - Class A-3, $144,100,000, affirmed at Aaa
    - Class A-4, $533,879,000, affirmed at Aaa
    - Class X-CL, Notional, affirmed at Aaa
    - Class X-CP, Notional, affirmed at Aaa
    - Class X-D, Notional, affirmed at Aaa
    - Class B, $16,644,000, affirmed at Aaa
    - Class C, $27,235,000, affirmed at Aaa
    - Class D, $18,157,000, upgraded to Aaa from Aa1
    - Class E, $18,157,000, upgraded to Aa1 from Aa2
    - Class F, $24,209,000, affirmed at A1
    - Class G, $12,104,000, affirmed at A2
    - Class H, $15,131,000, affirmed at A3
    - Class J, $18,157,000, affirmed at Baa2
    - Class K, $15,131,000, affirmed at Baa3
    - Class L, $15,130,000, affirmed at Ba1
    - Class M, $12,105,000, downgraded to Ba3 from Ba2
    - Class N, $6,052,000, downgraded to B2 from Ba3
    - Class P, $4,539,000, downgraded to B3 from B1
    - Class Q, $7,566,000, downgraded to Caa1 from B2
    - Class S, $3,026,000, downgraded to Caa2 from B3
    - Class T, $3,026,000, downgraded to Caa3 from Caa2

As of the April 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 12.4%
to $1.06 billion from $1.21 billion at securitization.  The
Certificates are collateralized by 100 loans, ranging in size from
less than 1.0% to 15.5% of the pool, with the top 10 loans
representing 53.6% of the pool.  The pool includes five investment
grade shadow rated loans, representing 36.3% of the pool.  Twenty
conduit loans, representing 12.3% of the pool, have defeased and
are collateralized by U.S. Government securities.

One loan has been liquidated from the pool resulting in a realized
loss of approximately $205,000.  Six loans, representing 4.9% of
the pool, are in special servicing.  The largest specially
serviced exposure is the Wisconsin Multifamily Pool ($44.4 million
- 4.2%), which is discussed below.  Moody's is projecting
significant losses for the specially serviced loans.  Twenty
loans, representing 16.2% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for 93.8% and 58.8%, respectively, of the pool.  
Moody's weighted average loan to value ratio for the conduit
component is 86.7%, excluding the specially serviced loans,
compared to 90.3% at Moody's last full review in March 2006 and
compared to 90.0% at securitization.  Moody's is upgrading Classes
D and E due to defeasance, increased credit support and improved
overall pool performance.  Moody's is downgrading Classes M, N, P,
Q, S and T due to anticipated losses from the specially serviced
loans.

The largest shadow rated loan is the Dadeland Mall Loan
($164.0 million - 15.5%), which is secured by the borrower's
interest in a 1.4 million square foot super regional mall located
in Miami, Florida.  The property is the dominant mall in the
region and is anchored by Macy's, Macy's Home Gallery & Kids, J.C.
Penney, Nordstrom and Saks Fifth Avenue.  The in-line space was
91.7% occupied as of February 2007, compared to 96.0% at last
review.  The loan's performance has improved since securitization
due to increased revenues, stable expenses and loan amortization.  
The loan has amortized by approximately 6.3% since securitization.  
Moody's current shadow rating is Aa1, compared to Aa3 at last
review.

The second largest shadow rated loan is the Square One Mall Loan
($89.6 million - 8.4%), which is secured by the borrower's
interest in a 865,400 square foot regional mall located
approximately 8 miles northeast of Boston in Saugus,
Massachusetts.  The property is anchored by Sears, Filene's, T.J.
Maxx and Filene's Basement.  Although the property's occupancy has
been stable since securitization, at approximately 95.0%,
performance has declined since last review due to increased
expenses. Moody's current shadow rating is Baa1, compared to A3 at
last review.

The third largest shadow rated loan is the 250 Park Avenue Loan
($72.3 million - 6.8%), which is secured by a 448,000 square foot
Class A office building located in New York City.  The property
was 95.5% occupied as of December 2006, compared to 93.0% at last
review.  The loan's performance has improved since securitization
due to increased rental income, stable expenses and amortization.
The loan has amortized by approximately 8.5% since securitization.
Moody's current shadow rating is Aa1, compared to A3 at last
review.

The fourth largest shadow rated loan is the 21 Chelsea Loan ($33.1
million - 3.1%), which is secured by a 209-unit multifamily
complex located in New York City.  The property is 100.0% leased,
the same as at last review and at securitization.  Property
performance has been stable since securitization.  Moody's current
shadow rating is A1, the same as at last review.

The fifth largest shadow rated loan is The Loop Loan
($25.7 million - 2.4%), which is secured by a 339,000 square foot
retail center located approximately 30 miles north of Boston in
Methuen, Massachusetts.  The property is 100.0% leased, the same
as at last review and at securitization.  Moody's current shadow
rating is A1, compared to A2 at last review.

The top three conduit loans represent 11.8% of the pool.  The
largest conduit loan is the 1750 Pennsylvania Avenue Loan
($47.6 million - 4.5%), which is secured by a fee interest in a
259,000 square foot Class A office building located in Washington,
D.C.  The property was 98.3% occupied as of December 2006,
essentially the same as at last review.  Moody's LTV is 80.9%,
compared to 83.1% at last review.

The second largest conduit loan is the Wisconsin Multifamily Pool
Loan ($44.4 million - 4.2%), which is secured by four cross-
collateralized loans secured by four multifamily properties
totaling 1,157 units and located in Milwaukee (2) and Madison (2),
Wisconsin.  The properties are 30- to 40-year old Class B quality
and have suffered from low occupancy for several years.  The
portfolio's most recently reported debt service coverage is less
than 1.0x.  The loans were transferred to special servicing in
March 2007 due to a balloon maturity default.  Moody's LTV is
significantly in excess of 100.0%.

The third largest conduit loan is the Center Building Loan ($32.8
million - 3.1%), which is secured by a 437,000 square foot office
building located in Long Island City, New York.  The property was
72.1% leased as of February 2007, compared to 85.7% at last
review.  The decline in occupancy is due to the lease rollover of
a major tenant.  Moody's LTV is in excess of 100.0%, compared to
84.5% at last review.


LINDA BORGOGNONE: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Linda Lee Borgognone
        33449 Citrus Grove
        Wildomar, CA 92595
        Sergio Gabriel Borgognone
        11032 North 28th Drive, Suite 102
        Phoenix, AZ 85029

Bankruptcy Case No.: 07-01928

Chapter 11 Petition Date: April 27, 2007

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum PCT Sr.

Debtor's Counsel: Pernell W. McGuire
                  Aspey Watkins & Diesel, P.L.L.C.
                  123 North San Francisco, 3rd Floor
                  Flagstaff, AZ 86001-5231
                  Tel: (928) 774-1478
                  Fax: (928) 774-8404

Total Assets: $1,974,994

Total Debts:  $2,530,464

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The Christian Fellowship         pending lawsuit       $150,000
Church
c/o David Palmer
P.O. Box 1551
Prescott, AZ 86302-1551

American Express                 goods and             $111,017
P.O. Box 297812                  services
Fort Lauderdale, FL 33329

Luke and Vicki MaGee             pending lawsuit       $104,000
1757 South Hayworth Avenue
Los Angeles, CA 90035

Internal Revenue Service         farwest 2005           $31,460
                                 payroll taxes

                                 2004 taxes             $14,286

                                 farwest 2006           $52,182
                                 payroll taxes

Chicago Title                    goods and              $83,621
                                 services

Total Building Systems, Inc.     goods and              $81,139
                                 services

George Farnell, doing business   goods and              $79,000
as Rainbow Construction          services

Diversified Towing, Inc.         goods and              $76,850
                                 services

Standing Rock, L.L.C.            goods and              $52,571
                                 services

American Express                 goods and              $50,000
                                 services

Residential Warranty Services,   goods and              $41,333
L.L.C.                           services

Yavapai Plumbing and Electric,   goods and              $39,084
Inc.                             services

Sovereign Bank                   2003 Chevy             $26,131
                                 Silverado 1500
                                 (used and paid
                                 for by son);
                                 value of
                                 security:
                                 $12,300

House Floors                     goods and              $22,000
                                 services

W&W Contracting of Arizona       goods and              $21,085
                                 services

Shadow Valley Corporation        goods and              $22,000
                                 services

City of Prescott                 sales taxes            $14,813

Waddell Concrete Construction,   goods and              $13,496
L.L.C.                           services


LLOVET ENTERPRISE: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Llovet Enterprise, Inc.
        fka Llovet Interprise, Inc.
        dba RLD Distributors
        2172-74 Northwest 12th Court
        Miami, FL 33142

Bankruptcy Case No.: 07-13255

Chapter 11 Petition Date: May 1, 2007

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Michael A Frank, Esq.
                  Law Office of Brook Frank & De La Guardia
                  10 Northwest LeJeune Road, Suite 620
                  Miami, FL 33126
                  Tel: (305) 443-4217
                  Fax: (305) 443-3219

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Rene L. Diaz                     2172-74               $500,000
c/o Frank Alvarez, Esq.          Northwest 24
10661 Southwest 88 Street,       Court, Miami,
Suite 216                        FL 33142; value
Miami, FL 33173                  of security:
                                 $1,000,000;
                                 value of senior
                                 lien: $928,000

North Dakota Mills               business debt         $131,000

Puratos                          business debt          $52,941
1200 Northwest 25 Street,
Suite 123
Miami, FL 33172

F.P.&L.                          business debt          $24,414

Bay State Milling Company        business debt          $18,000

Bank of America                  credit card &          $13,941
                                 purchases

Bag-It                           business debt           $8,438

Latin Flavors                    business debt           $5,000

Carton Sales                     business debt           $4,075

TimBar Packaging & Display       business debt           $3,500

Citgo                            business debt           $3,216

G.F.S.- Gordon Food Service      business debt           $2,031
Department

Lesaffre Yeast Corporation       business debt           $2,000

Bellsouth                        business debt           $1,021

Miami Bearing Service, Inc.      business debt           $1,000

Grainger                         business debt             $587

Republic Services of Florida     business debt             $505


MAXXCAPP CORP: Fails to Meet TSX-Venture Filing Regulations
-----------------------------------------------------------
Maxxcapp Corporation is unable to meet, as of April 25, 2007, the
minimum Toronto Stock Exchange-Venture regulations for
representation on its board of directors and has missed TSX-
Venture regulations for filing its 2006 Audit.

Many of the company's previous investments in its past
subsidiaries HouseSmart Ventures Inc., Accurate Infosystems Inc.
and Quantex Capital Corporation did not work out as anticipated,
and as such, led to the company accumulating debts that it could
not sustain without new capital financing.  With accumulated debts
of over $1 million dollars held by creditors such as KPMG LLP,
Bank of Montreal and numerous individual debt note holders,
securing new capital and management personnel became increasingly
prohibitive.

Additionally, there are three writs filed against the company for
debt notes which have received favorable ruling for the plaintiffs
in British Columbia Supreme Court in the amount of $83,180 plus
accrued interest and legal costs.

On April 30, 2007, the company accepted a settlement offer of
$76,080 for debt it held with Quantex Capital for 760,467 common
shares of Quantex, a listed company trading on the Nasdaq OTC:BB
(Pink Sheets).

Maxxcapp continues to have no active business as management's
priority for the past 4 to 5 months was to reorganize the company
and arrange financing pursuant to TSX-Venture rules.

Additionally, Eunho Lee has resigned as the company's President
and CEO and, together with Craig Thomas, has resigned from the
company's board of directors on April 30, 2007, leaving the
company without a board of directors.  As they have done since
December 2006, Eunho Lee and Craig Thomas will work on behalf of
the shareholders and creditors in efforts to reorganize the
company and assist in the transitional process, however will do so
from an arm's length perspective.

                       About Maxxcapp Corp.

Based in Victoria, British Columbia, Maxxcapp Corporation (TSX
VENTURE:MXP)(NEX Board: MXP.H) is engaged in computer systems
design and related information technology services.

                       Going Concern Doubt

In the going concern paragraphs of Maxxcapp's financial statements
for the period ended Sept. 30, 2006, the company disclosed that it
plans to pursue additional private placements of its common stock
and encourage warrant holders to exercise their warrants so that
it may repay debt and provide cash for operations.  The operating
subsidiaries of the company are being analyzed and restructured to
improve the financial position of each unit, which should lessen
the need for additional cash.  The company said that its ability
to continue as a going concern is dependent upon these plans which
its management believes will mitigate the adverse conditions.


MERCHANTS INSURANCE: Fitch Affirms and Withdraws BB+ Rating
-----------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the 'BB+'
Insurer Financial Strength rating with a Stable Outlook of
Merchants Insurance Company of New Hampshire.  Fitch is
withdrawing the rating on MNH due to a lack of market interest.

Fitch affirmed and withdrew this rating:

Merchants Insurance Company of New Hampshire, Inc.

    -- Insurer Financial Strength 'BB+'.


MGM MIRAGE: Withdraws Proposal to Develop a Lottery Facility
------------------------------------------------------------
MGM MIRAGE has formally withdrawn its proposal to develop and
manage a video lottery terminal facility at the Aqueduct Racetrack
and has terminated its negotiations with the New York Racing
Association and the State of New York.

"We have worked closely with NYRA and the State of New York for
almost four years on this project," MGM MIRAGE's Chairman and
Chief Executive Officer, Terry Lanni, said.  It has been fraught
with obstacles, ranging from NYRA's legal difficulties, its
Chapter 11 filing, uncertainties concerning the grant of the
racing franchise upon the expiration of NYRA's current franchise
at the end of 2007, disputes between NYRA and the State, as well
as escalating costs for the project."

"While we came close to reaching an agreement with the State and
NYRA, certain unresolved issues have caused us to withdraw from
this opportunity.  We expended a lot of resources, time and effort
on the project, and regret that it did not come to fruition."

                         About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM)
-- http://www.mgmmirage.com/-- owns and operates 23 wholly owned    
casino resorts in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois.  MGM Mirage has also announced plans to develop Project
CityCenter, a multi-billion dollar mixed-use urban development
project in the heart of Las Vegas, and has a 50% interest in MGM
Grand Macau, a hotel-casino resort currently under construction in
Macau S.A.R.

                          *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Moody's Investors Service affirmed MGM MIRAGE'S existing ratings,
including its Ba2 corporate family rating and speculative grade
liquidity rating of SGL-3, and changed the ratings outlook to
negative.


NAVISTAR INTERNATIONAL: Files $2 Bil. Counter-Claim Against Ford
----------------------------------------------------------------
Navistar International Corp. has filed an amended complaint
against Ford Motor Co. seeking more than $2 billion in damages,
Reuters reports.

According to the report, the company's amended complaint stemmed
from hints that the automaker was planning to develop its own
diesel engine for release prior to 2012.

The company, through its International Truck and Engine Corp.
operating company, has been the exclusive diesel engine supplier
for Ford's Super Duty pickup trucks since 1979 and had launched a
new 6.4L Power Stroke(R) for Ford's new Super Duty.

                     Diesel Engine Litigation

In a filing with the U.S. Securities and Exchange Commission, Ford
disclosed that on January 2007, it filed a suit against the
company seeking, among other things, reimbursement for warranty
and related costs involving prior model-year diesel engines
supplied by International Truck.

On Feb. 26, 2006, the company suspended production claiming that
Ford stopped honoring the terms under which the engines were
built.  Ford sought a temporary restraining order from Judge John
J. McDonald of the Circuit Court of Oakland County, Michigan.

Judge McDonald issued an order on Feb. 28 that required
International Truck to resume production and Ford to pay with no
withholding until a hearing was held.  

The company entered into a consent injunction with Ford which
Navistar's operating company will continue shipping 6.4L Power
Stroke(R) diesel engines and Ford will pay, without deductions,
for each engine.

                       About Ford Motor Co.

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

                About Navistar International Corp.

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV market.  The company also provides
truck and diesel engine parts and service sold under the
International brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Fitch assigned a 'BB-' rating to Navistar International Corp.'s
proposed $1.3 billion senior unsecured credit facility.

Fitch also withdrew the 'BB-' rating on the company's senior
unsecured notes, the 'B' rating on company's senior subordinated
debt, and the senior unsecured debt rating at Navistar Financial
Corp., all of which have been substantially retired.  Fitch
expected to withdraw the 'BB-' rating on company's existing credit
facility upon the closing of the new $1.3 billion facility.


NEW COREY: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The New Corey Creek Apartments, Inc.
        555 Virginia Drive Fort
        Washington, PA 19034

Bankruptcy Case No.: 07-12640

Type of Business: The Debtor owns and operates apartments.

Chapter 11 Petition Date: May 3, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Lee M. Herman, Esq.
                  Lee M. Herman, Esq., P.C.
                  200 East State Street, Suite 306
                  Media, PA 19063
                  Tel: (610) 891-6500
                  Fax: (610) 891-9080

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Tioga County Treasurer             2006 Real Estate       $49,848
118 Main Street                    Taxes - 150 North
Wellsboro, PA 16901                Main Street

                                   2007 Real Estate       $20,859
                                   Taxes - 150 North
                                   Main Street

                                   2006 Real Estate        $2,037
                                   Taxes - Academy
                                   Street

                                   2007 Real Estate          $844
                                   Tax - Academy
                                   Street

Educational Property Group, Inc.                           $3,958
47 Marchfield Road
Exton, PA 19341

Blue Ridge Communications                                  $1,999
P.O. Box 316
Palmerton, PA 18071

Mansfield Municipal Authority                              $1,895

Epix Internet Service                                      $1,784

Northern Tier Solid Waste Authority                          $300

London Computer Systems, Inc.                                $190

Verizon Wireless                                             $115

Property Management Shop                                      $30


NRG ENERGY: S&P Lifts Rating on $4.7 Bil. Unsecured Bonds to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on NRG
Energy, Inc.'s $4.7 billion unsecured bonds to 'B' from 'B-' and
assigned its 'B-' rating to the proposed $1 billion delayed-draw
term loan B at NRG Holdings Inc., a newly created holding company
that would own 100% of NRG's equity.  In addition, Standard &
Poor's affirmed the 'B+' corporate credit rating on NRG and
affirmed the 'BB-' rating on NRG's $3.148 billion term loan B; the
'CCC+' rating on the company's preferred stock, and the 'B-2'
short-term rating.  The outlook on all ratings is stable.

NHI will be created, and the term loan B issued, only if NRG fails
to obtain consent from its unsecured bondholders to institute a
common dividend starting in first quarter 2008 of about
$100 million-$150 million per year.  The proceeds of the term loan
B can only be used to pay down the existing term loan B debt at
NRG, creating room for the planned dividends under the restricted
payments basket of the unsecured bond indenture.
     
"The raised rating on NRG's senior unsecured bonds is a result of
our asset coverage test," said Standard & Poor's credit analyst
Swami Venkataraman.  "The term loan B at NHI is rated 'B-',
reflecting its subordination to more than $8.6 billion of debt at
NRG."
     
These rating actions follow NRG's announcement that it will create
a new holding company to facilitate the payment of a common
dividend of $100 million-$150 million per year starting in the
first quarter of 2008.  NHI will borrow up to $1 billion from the
term B market and pay the net proceeds to NRG as an equity
contribution.  NRG will use the net proceeds to prepay portion of
its existing term B loan, resulting in no change to the company's
consolidated debt levels.  On completion, the restricted payments
capacity under NRG's unsecured bond indentures will increase by an
amount equal to the equity contribution from the holding company
to NRG.  The recovery rating of '5' on NHI's debt reflects its
negligible recovery prospects since lenders are secured only by
the equity interest in NRG and are effectively subordinated to
all debt at NRG, including the $4.7 billion unsecured bonds.  If
the funding occurs, Standard & Poor's expect to raise the rating
on the remaining $2.148 billion NRG term loan B to 'BB' from 'BB-
', reflecting the greater overcollateralization of the term loan
by NRG's assets and related stronger recovery in the event of a
default.
     
NRG is primarily engaged in the ownership, development,
construction and operation of power generation facilities, the
trading of energy, fuel, capacity and related products in the
United States and internationally.  As of Dec. 31, 2006, NRG owned
24,175 MW of generating capacity and had about $8.7 billion in
debt.


NUTRO PRODUCTS: Mars Offer Cues S&P's Positive CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
for Nutro Products Inc., a premium pet food manufacturer and
marketer, to CreditWatch with positive implications, from
CreditWatch with negative implications.  Ratings were initially
placed on CreditWatch on March 30, 2007, reflecting concerns about
the potential negative impact on sales related to the Menu Foods
pet food recall.  This included the 'B-' corporate credit rating
and other ratings on the company.  CreditWatch with positive
implications means that the ratings could be affirmed or raised
following the completion of Standard & Poor's review.  Total debt
outstanding at Dec. 31, 2006, was about $781 million.
     
"The revision of the CreditWatch listing to positive follows the
company's announcement that it has entered into an agreement to be
acquired by privately held Mars Inc.," said Standard & Poor's
credit analyst Bea Chiem.  Terms were not disclosed.
     
"We anticipate that Nutro's outstanding debt will be repaid," said
Ms. Chiem.
     
Standard & Poor's will withdraw the ratings on Nutro upon
repayment of all debt following completion of the transaction,
which is expected within 30 to 60 days and is subject to
regulatory approval.


ON SEMICONDUCTOR: Steady Gains Cue S&P to Up Credit Rating to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Phoenix, Arizona-based ON Semiconductor Corp. to 'BB-'
from 'B+'.  The outlook is stable.  At the same time, Standard &
Poor's assigned its 'BB' rating to the company's amended and
restated credit agreement, with a recovery rating of '1',
indicating the expectation of full (100%) recovery of principal in
the event of a payment default.  
      
"The rating action reflects steady gains in profitability and
improved debt protection measures, expected to continue over the
longer term," said Standard & Poor's credit analyst Bruce Hyman.
     
The ratings for ON Semiconductor reflect its substantial debt
burden and its limited market share in a highly competitive
commodity industry, as well as the company's low-cost position,
good free cash flows and adequate operating liquidity, and good
debt protection measures.
     
ON Semiconductor is a major supplier of standard logic and analog
integrated circuits and discrete semiconductors, holding mid-
single-digit percentage shares of several commodity markets;
industry conditions track the global economy, with little exposure
to any one customer or market.  The company has reduced its
operating costs by relocating its manufacturing to low-cost
regions, contributing to overall competitiveness, while bolstering
margins.


PAC-WEST TELECOMM: Organizational Meeting Scheduled for May 9
-------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Pac-West Telecomm, Inc. and its debtor-
affiliates' chapter 11 cases at 10:00 a.m., on May 9, 2007,
at the J. Caleb Boggs Federal Building, Room 2112, 844 North King
Street, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

                   About Pac-West Telecomm Inc.

Based in Stockton, California, founded in 1980 and first
incorporated in 1981, Pac-West Telecomm Inc. (OTC: PACW.PK) --
http://www.pacwest.com/-- is one of the competitive local
exchange carriers.  Pac-West's network averages over 120 million
minutes of voice and data traffic per day, and carries an
estimated 20% of the dial-up Internet traffic in California.  In
addition to California, Pac-West has operations in Nevada,
Washington, Arizona, and Oregon.

The company and its Debtor-affiliates filed for Chapter 11
protection on April 30, 2007 (Bankr. Case No.: 07-10562 through
0710567 D. Del.).  Jeremy W. Ryan, Esq. and Norman L. Pernick,
Esq. of Saul, Ewing, Remick & Saul LLP represents the Debtors in
their restructuring efforts.  No Official Creditors Committee was
appointed in this case.  When the Debtors filed for protection
from their creditors, they listed total assets of $53,883,888 and
total debts of $66,358,711.


PACIFIC LUMBER: Court OKs Morrison & Foerster as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized Pacific Lumber Company, Scotia Pacific Company LLC and
Salmon Creek LLC to employ Morrison & Foerster LLP as their
special litigation counsel, nunc pro tunc to Jan. 18, 2007.

Morrison & Foerster will represent Debtors in their lawsuit
against California as well as a number of actions involving
environmental and regulatory issues, and in connection with any
new litigation on environmental and regulatory issues commenced by
or against any of the Debtors.

As reported in the Troubled Company Reporter on April 11, 2007,
Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth
& Holzer, P.C., in Corpus Christi, Texas, related that in 1996,
the Debtors entered into the historic Headwaters Agreement with
the Federal government and the state of California, which
involved:

   (i) the sale of substantial old growth redwood timberlands to
       the Federal and State governments; and

  (ii) the implementation of comprehensive ongoing permits and
       approvals regarding harvesting activities on the Debtors'
       over 200,000 acres of Timberlands.

The historic accord resulted in the most stringent environmental
restrictions ever placed on timber harvesting, Mr. Holzer said.

In December 2006, The Pacific Lumber Company and Scotia Pacific
Company LLC commenced a lawsuit -- the Partial Contingency
Litigation -- against California in the California Superior Court
of Fresno County (Case No. 06 CE CG 042221) to recover damages
for breach of the Headwaters Agreement.  Under the Lawsuit, the
Debtors alleged that California's actions restricted Scopac's
ability to harvest timber as allowed under the Headwaters
Agreement, which prevented them from remaining economically
viable.

Mr. Holzer related that prior to Jan. 18, 2007, Debtors
hired Morrison & Foerster as their special litigation counsel in
numerous proceedings, including these matters -- Hourly Rate
Matters:

   1. Environmental Protection Information Center & Sierra Club
      v. California Department Of Forestry & Fire Protection &
      California Department of Fish & Game, Case No. S1405471, an
      action filed in the California Supreme Court.  California
      Court of Appeal Case Nos. A108410 and A108478.

   2. The People of the State of California v. Pacific Lumber
      Company, Scotia Pacific Company LLC & Salmon Creek LLC,
      currently pending in the California Court of Appeal, Case
      No. A112028.

   3. Environmental Protection Information Center v. Pacific
      Lumber Company, Scotia Pacific Company LLC, Environmental
      Protection Agency & Christine Todd Whitman, filed in the
      U.S. District Court for the Northern District of
      California, Case No. C01-2821 MHP.

   4. Northern California River Watch v. Pacific Lumber Company
      filed in the U.S. District Court for the Northern District
      of California, Case No. C 06-03556 MMC.

   5. Pacific Lumber Company & Scotia Pacific Company LLC v.
      State Water Resources Control Board commenced in the
      California Superior Court of Humboldt County, Case No.
      CV050516.

   6. Davies v. Schectman commenced in the California Superior
      Court of Humboldt County, Case No. DR010441.

Morrison & Foerster will carefully coordinate its efforts with
the Debtors' other counsel so as to prevent any duplication of
effort to the fullest extent practical.

Subject to periodic adjustments, Morrison & Foerster will charge
the Debtors based on its hourly rates range of $475 to $675 for
attorneys, and $210 for paralegals.

Mr. Washburn assured the Court that Morrison & Foerster neither
holds nor represents an interest adverse to the Debtors and their
estates, and is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code.

The Court also authorized the Debtors to file under seal the
supplemental declaration of Edgar B. Washburn in support of the
Morrison Application, the Court rules.

The Washburn Declaration contains the specifics of the contingency
arrangement between the Debtors and Morrison & Foerster with
respect to the Partial Contingency Litigation, which could be
analyzed and potentially used by adverse parties to their tactical
advantage, and to the Debtors' detriment, Mr. Holzer said.

                       About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 14, http://bankrupt.com/newsstand/or
215/945-7000).


PALACE DEVELOPERS: Case Summary & XX Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Palace Developers Joint Venture One, L.L.C.
        2409 North 89th Avenue
        Phoenix, AZ 85037

Bankruptcy Case No.: 07-01999

Chapter 11 Petition Date: May 2, 2007

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


PORTRAIT CORP: Inks Pact Selling Assets to CPI for $100MM Cash
--------------------------------------------------------------
CPI Corp. entered into a definitive agreement to acquire
substantially all of the operating assets of Portrait Corporation
of America, Inc. and its foreign and domestic affiliates for
$100 million in cash, subject to certain closing adjustments, and
the assumption of certain liabilities.

PCA will file a motion seeking approval of the asset purchase
agreement.  The parties expect the U.S. Bankruptcy Court for the
Southern District of New York to conduct a hearing on the motion
in May 2007.  The transaction is expected to close by the end of
June 2007.

Commenting on the acquisition, Renato Cataldo, President and Chief
Executive Officer, stated, "We are excited about the opportunity
to leverage our strong digital capabilities and infrastructure and
proven project management skills to upgrade PCA's studios with
digital technology, improve convenience and flexibility and
enhance the overall customer experience.  We are also pleased to
be embarking on a relationship with Wal-Mart which we look forward
to strengthening and expanding both domestically and
internationally including in a new branded format.  Finally, we
are pleased about the opportunities this deal brings to employees
of both organizations.  We have consciously become a more field-
focused organization in recent years to better address the needs
of our Sears Portrait Studio associates.  We aim to bring the same
focus on the PCA field organization and will eagerly solicit their
views and concerns.  We believe the combination will benefit
customers, employees and shareholders alike."

                           About CPI Corp.

CPI Corp. (NYSE: CPY) is a portrait photography company offering
photography services in the United States, Puerto Rico and Canada
through Sears Portrait Studios.  The Company also operates
http://searsphotos.com/-- the vehicle for the Company's customers  
to archive, share portraits via email and order additional
portraits and products.

                    About Portrait Corporation

Portrait Corporation of America Inc. -- http://pcaintl.com/--        
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also operates
a modular traveling business providing portrait photography
services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for
Chapter 11 protection on Aug. 31, 2006 (Bankr S.D.N.Y. Case
No. 06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' financial advisor
and investment banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of Unsecured
Creditors.  Peter J. Solomon Company serves as financial advisor
for the Committee.  At June 30, 2006, the Debtor had total assets
of $153,205,000 and liabilities of $372,124,000.


QWEST CORP: Moody's Rates Planned $400MM Sr. Notes Offering at Ba1
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Qwest
Corporation's planned offering of $400 million senior notes due
2017.  The notes rank equally with all other unsecured and
unsubordinated indebtedness of QC.  The newly issued notes will be
used to refinance QC's existing $250 million 8.875% senior notes
due in June 2031 and pay the maturity of its $70 million 6.0%
senior notes due in August 2007.

The rating reflects Moody's belief that the proposed transaction
will not appreciably weaken the financial profile of QC.  Pro
forma for the transaction, QC's incremental debt will be
approximately $80 million higher.  Because of the early debt
retirement of the company's $250 million 8.875% notes due in 2031,
QC will also be obliged with a call premium of approximately 4%.  
This call premium is offset, however, by the approximately $5.0
million per annum interest expense savings that the company is
expected to benefit from as a result of the lower cost of debt.  
Consequently, Moody's expects that the proposed transaction will
bolster QC's free cash flow.

In November 2006, Moody's upgraded the CFR of Qwest Communications
Intl to Ba2 from B1 because of stronger than expected earnings and
operating cash flows and faster than expected debt reduction.

Please refer to Moody's LGD Assessment Report for further details
on individual debt ratings.

Moody's has taken this rating actions:

At QC:

    * $400 million Senior Unsecured Notes due 2017
        -- Ba1 Assigned, LGD2-27%

Qwest is a RBOC and nationwide inter-exchange carrier (IXC)
headquartered in Denver, CO.


QWEST CORP: Fitch Rates Proposed $400 Million Senior Notes at BBB-
------------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Qwest Corporation's
proposed $400 million offering of senior unsecured notes due 2017.

These notes will rank equally with the other outstanding QC debt.

Fitch expects that proceeds from the offering will be used to
refinance QC's 8.875% senior notes due 2031 and its 6% senior
notes due 2007 as well as for general corporate purposes.  QC is
an indirect wholly owned subsidiary of Qwest Communications
International, Inc.

Fitch currently has a 'BB' Issuer Default Rating for both Qwest
and QC.  The Rating Outlook for Qwest and its subsidiaries is
Stable.

At the end of the first quarter-2007 (1Q'07), Qwest had
approximately $14.9 billion of debt outstanding, including
$7.8 billion issued by QC.

The debt at QC is the most senior within Qwest's consolidated debt
structure and Fitch's 'BBB-' senior unsecured rating reflects the
debt's proximity to QC's valuable access lines.  Overall the
ratings assigned to Qwest and its subsidiaries incorporate the
scope, scale and relatively stable cash flow generated by QC's
local exchange business, the reduced cash requirements of Qwest's
out of region businesses, and Fitch's expectation of continued
credit metric improvement and generation of material free cash
flow.  Fitch's ratings also reflect the competitive pressure from
ongoing product and technology substitution.

The effects of competition manifest themselves through access line
losses.  While the company is experiencing some stabilization in
the absolute number of access line losses Qwest continues to lose
a meaningful amount of access lines to competition.  Fitch expects
that during 2007 and 2008 competition from cable telephone
providers will continue to pressure access line losses.  Fitch
expects absolute access line losses during 2007 to approximate the
losses experienced during 2006.

Qwest's focus on bundled service offerings to mitigate the
competitive pressures within consumer markets continues to gain
traction.  Penetration of bundled products increased to 59% as of
the end of 1Q'07 reflecting a 600 basis point-increase when
compared with the year earlier period.  Qwest's Mass Market
customer connections, a measurement of mass market access lines,
high speed internet subscribers, video subscribers through the
company's alliance with DIRECTV and wireless subscribers,
increased 2.4% on a year over year basis during 1Q'07.

Qwest's credit protection metrics continue to improve driven by
ongoing operational improvements and debt reduction.  On a
consolidated basis, Qwest's leverage improved slightly from year-
end (YE) 2006 to 3.3 times (x) as of March 31, 2007 and QC's
leverage metric is 1.6x, consistent with the YE 2006 metric.  
Fitch believes that Qwest's credit profile will continue to
improve during the ratings horizon with leverage declining
modestly to under 3.3x by YE 2007 and approaching 3.1x by the end
of 2008.

Qwest continues to generate meaningful amount of free cash flow.  
During the first quarter Qwest generated approximately $150
million of free cash flow (after adjusting for one time payments)
representing a $300 million positive swing compared with free cash
flow generation from the same period last year.  Fitch expects the
company to generate free cash flow of approximately $1.6 billion
during 2007 and 2008.  From Fitch's perspective free cash flow
growth will be limited to Qwest's ability to drive further margin
improvements as the prospects of revenue growth is muted by
competitive pressures.

The Stable Rating Outlook reflects Fitch's expectation for
continued stabilization of the company's revenue base driven by
further strengthening of Qwest's service bundling strategy and
investment in growth products such as high speed internet and
advanced data products.  The stable revenue base coupled with
anticipated improvement in operating margins should in Fitch's
opinion yield relatively stable generation of free cash flow and
continue improvement of the company's key credit protection
measures.


QWEST CORP: S&P Rates Proposed $400 Million Notes at BB+
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Denver-based Qwest Corp.'s proposed $400 million notes due 2017,
to be issued under Rule 144A with registration rights.  Proceeds
from the note issue will be used for general corporate purposes,
including repayment of indebtedness, and funding and refinancing
investments in telecommunications assets.
     
S&P also affirmed the existing ratings on Qwest Corp., an
incumbent local exchange carrier, and parent Qwest Communications
International Inc., including the 'BB' corporate credit ratings.  
At Dec. 31, 2006, parent Qwest had about $15 billion of total debt
outstanding.
      
"The Qwest Corp. debt is rated one notch above the 'BB' corporate
credit rating since our recovery analysis indicates that
debtholders would have strong prospects for full recovery of
principal in the event of a payment default or bankruptcy, given
the degree of overcollateralization provided by the company's
access-line base even under a stressed case," said Standard &
Poor's credit analyst Catherine Cosentino.
     
The ratings are tied to parent Qwest, and reflect the company's
weak overall business position and aggressive financial profile.  
Qwest is the dominant local telephone exchange carrier in its 14-
state market, representing some 14 million access lines.  S&P view
the local exchange business as having a low-investment-grade
business risk profile; however, Qwest's long-haul communications
business significantly dilutes its overall business position.   
S&P view the long-haul business, which accounts for about one-
third of consolidated revenues, as having a vulnerable business
risk profile because of significant pricing pressures over the
past few years caused by very aggressive competition and larger
business customers' migration to new Internet Protocol
technologies from traditional circuit-switched services.

The core local business also faces an increasingly competitive
environment, and Qwest, unlike the other two regional Bell
operating companies, lacks a facilities-based wireless service to
mitigate this risk.  Several risks are common to Qwest and other
large telephone companies: increasing competition from cable TV
companies offering cable modem services and, increasingly, cable
telephony, and the continuing loss of access lines through
wireless substitution.


RANDY SCHNEIDT: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Randy L. Schneidt
        Debra E. Schneidt
        aka Debra Moreno Schneidt
        3512 West Granada Street
        Tampa, FL 33629

Bankruptcy Case No.: 07-03409

Chapter 11 Petition Date: April 27, 2007

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

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 Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Franklin Credit Management       601 North Walnut       unknown
Corp.                            Colorado Springs,
                                 CO; value of
                                 security:
                                 $180,000; value of
                                 senior lien:
                                 $122,654

American Express                 credit card            $97,416
P.O. Box 360001                  purchases:
Ft. Lauderdale, FL 33336-0001    account numbers
                                 XXXX-XXXX-XXX
                                 -1007 and
                                 XXXX-XXXX-XXX
                                 -2004

Pier 1 Imports                   credit card            $44,935
P.O. Box 745011                  purchases:
Cincinnati, OH 45274             account numbers
                                 XXXXXX7270 (Debra)
                                 and XXXXXX3790
                                 (Randy)

Discover                         credit card            $11,200
                                 purchases


RESTORATION FUNDING: S&P Withdraws BB- Rating on Class E Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B, C-1, C-2, D, and E notes issued by Restoration Funding
CLO Ltd., a cash flow arbitrage high-yield CLO transaction.

The rating withdrawals follow the full redemption of the notes on
May 1, 2007, on the direction of the holders of at least 66 2/3%
of the preference shares to redeem the notes, in whole, pursuant
to section 9.1(a) of the indenture.


                         Ratings Withdrawn

                   Restoration Funding CLO Ltd.

                     Rating                Balance
                     ------                -------
           Class   To    From      Current       Original
           -----   --    ----      -------       --------
            A      NR    AAA        $0.000      $332,000,000
            B      NR    AA-        $0.000       $95,000,000
            C-1    NR    BBB        $0.000       $11,000,000
            C-2    NR    BBB        $0.000        $4,000,000
            D      NR    BBB-       $0.000       $10,000,000
            E      NR    BB-        $0.000       $21,708,000


                          *NR - Not rated.


RICARDO FORNESA: Case Summary & 49 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Ricardo L. Fornesa, Jr.
         Cynthia S. Fornesa
         dba Big For-Mart
         dba For-Mart Distributing
         11222 Ashford Point Drive
         Sugar Land, TX 77478-6150

Bankruptcy Case No.: 07-33100

Chapter 11 Petition Date: May 3, 2007

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtors' Counsel: Margaret Maxwell McClure, Esq.
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334

Total Assets:   $517,867

Total Debts:  $1,155,012

Debtors' 49 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Mr. Wilson T. Siy/Intercontinental         $196,208
Eagle Trading Corp.
531 Asuncion Street, Unit #703
Binondo, Manila
Philippines

Quail Valley Retail, Inc.                  $110,000
1215 Gessner Drive
Houston, TX 77055

Four Corners LLC                            $94,331
1215 Gessner Drive
Houston, TX 77055

K.W.S., Inc.                                $75,014

Cy Fair Plaza, Inc.                         $69,476

Mayde Creek Partners, Inc.                  $55,554

American Express                            $29,092

Internal Revenue Service                    $23,245

Sampaca Foods, Inc.                         $20,000

Beneficial Finance/HSBC                     $17,338

United Mortgage & Loan                      $15,019

United Mortgage & Loan Investment, LLC      $13,424

Clement Chang                               $13,000

Chase Manhattan Bank, N.A.                   $9,963

Century Industries Co., Ltd.                 $9,798

CitiBusiness Card                            $6,591

Citibank (South Dakota), N.A.                $6,591

Capital One Bank                             $6,131

Bank of America/Resurgent                    $6,001
Capital Services, L.P.

Aspire                                       $4,998

U.S. Bank                                    $4,690

Wells Fargo Card Services                    $4,542

Bank of America                              $4,520

Discover Financial Services                  $4,299

First Equity Card Corp.                      $3,434

Chase Manhattan Bank USA, N.A.               $3,012

Brazoria County                              $2,105

Spring ISD                                   $1,573

Sam's Club Discover                          $1,415

Harris County/City of Houston                $1,385

Brazoria County MUD #17                      $1,255

Katy ISD                                     $1,180

Chase                                        $1,006

Capital One Bank                               $863

ADT Security Services, Inc.                    $656

Fry Road MUD                                   $617

GCN Holdings, LLC                              $607

ADT Security Services, Inc.                    $601

Lease Finance Group, LLC                       $596

City of Pearland                               $548

Houston ISD                                    $400

Lease Finance Group, LLC                       $392

SCAN-Electrocheck/Integrity of Texas           $375

Wells Fargo Financial                          $320

Lease Finance Group, LLC                       $320

Independent Funding Company                    $315

Lease Finance Group, LLC                       $244

Westador MUD                                   $202

Clear Creek ISD                                $178


SAN FRANCISCO RAWHIDE: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: San Francisco Rawhide, Inc.
        280 Seventh Street
        San Francisco, CA 94103

Bankruptcy Case No.: 07-30516

Chapter 11 Petition Date: May 2, 2007

Court: Northern District of California (San Francisco)

Debtor's Counsel: Sheila Gropper Nelson, Esq.
                  456 Montgomery Street, Suite 1700
                  San Francisco, CA 94104
                  Tel: (415) 362-2221

Estimated Assets: $2,250,000

Estimated Debts:  $1,392,500

Debtor's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Charles W. Roth                  accounting              $3,000
385 Hayes Street                 services
San Francisco, CA 94102

Goldstein Gellman                attorney's fees        $46,000
1388 Sutter Street,
Suite 1000
San Francisco, CA 94109

Walter Schivo, Jr.               disputed personal      unknown
c/o James D. Rohde               injury claim
165 North Redwood Drive,
Suite 110
San Rafael, CA 94903


SINCLAIR BROADCAST: Plans to Offer $300MM of Convertible Sr. Notes
------------------------------------------------------------------
Sinclair Broadcast Group Inc. intends to offer, subject to
market conditions and other factors, approximately $300 million
aggregate principal amount of convertible senior notes due 2027.

As part of the offering, Sinclair will grant the underwriters of
the notes an option, solely to cover over-allotments, to purchase
up to an additional aggregate $45 million principal amount of the
notes.  The underwriters will have 13 days to exercise the over-
allotment option.
    
The notes will mature in 2027 and will be convertible into shares
of Class A common stock of Sinclair Broadcast at the option of the
holder upon certain circumstances and at a fixed conversion rate.
The offering is being made pursuant to an effective shelf
registration statement previously filed with the Securities and
Exchange Commission.
    
Sinclair intends to use the net proceeds from the offering,
together with available cash on hand and/or bank debt, to finance
the partial redemption of Sinclair Television Group, Inc.'s, its
wholly-owned subsidiary, existing 8% Senior Subordinated Notes due
2012.
    
                  About Sinclair Broadcast Group

Headquartered in Baltimore, Maryland, Sinclair Broadcast Group
Inc. (Nasdaq: SBGI)-- http://www.sbgi.net/-- is one of the  
diversified television broadcasting companies, that owns and
operates, programs or provides sales services to 61 television
stations in 38 markets.  Sinclair's television group includes FOX,
WB, ABC, CBS, NBC, and UPN affiliates and reaches approximately
23.0% of all U.S. television households.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Moody's Investors Service affirmed Sinclair Broadcast Group's Ba3
corporate family rating and assigned a Baa3 rating to its
subsidiary, Sinclair Television Group Inc.'s new $225 million
Term Loan A-1 Facility.  


SKILLED HEALTHCARE: S&P Places Ratings on Positive CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Foothill
Ranch, California-based nursing home owner and operator Skilled
Healthcare Group Inc. on CreditWatch with positive implications.
     
Skilled has registered common stock with a proposed maximum
aggregate offering price of $287.5 million.  The purpose of this
IPO is to reduce debt, and for the largest stockholder, Onex
Corp., to sell a portion of its shares.  The company expects to
receive net proceeds of about $113 million from the offering.  
Skilled will use these proceeds to redeem $70 million of its
subordinated notes and reduce the outstanding balance on its
revolving credit facility.  
     
If the IPO is completed as expected, S&P will raise the corporate
credit rating to 'B+' from 'B', and the outlook will be stable.
      
"The debt repayment should lower lease-adjusted debt to EBITDA to
about 4.6x as of March 31, 2007 from about 5.9x," said Standard &
Poor's credit analyst David Peknay.  "With recent acquisitions and
expected gains in operating performance, we believe leverage will
decline to 4.1x-4.3x by the end of 2007."
     
In S&P's opinion, the company's operating performance, growth
initiatives, and financial policy will be consistent with the
revised rating.  S&P will resolve the CreditWatch listing when the
IPO is completed, now expected to be within the month.


SOLUTIA INC: Exclusive Plan Filing Period Extended Until July 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
further extended Solutia Inc. and its debtor-affiliates' exclusive
periods to:

   a) file a chapter 11 plan until July 30, 2007; and

   b) solicit acceptances of that plan until Sept. 28, 2007.

As reported in the Troubled Company Reporter on Apr. 26, 2007, the
Debtors told the Court that since the March 12, 2007 hearing on
their prior request for an extension, they have continued to make
significant progress with plan of reorganization negotiations by
bringing all of its stakeholders together for settlement
discussions.

On April 10, Solutia met with and provided its stakeholders with a
proposal to modify the plan of reorganization as a starting point
for negotiations between and among Solutia and all of its
stakeholders.

Solutia believes that the plan proposal sets forth a rational and
reasonable settlement of all of the unresolved issues in the
Chapter 11 cases and intended for the proposal to act as a
platform for discussion and good faith negotiations.

At the end of the April 10 meeting, Monsanto Company and the Ad
Hoc Committee of Solutia Noteholders informed Solutia that they
had reached a settlement between themselves and wanted Solutia to
join the settlement.

On April 16, after extensive deliberations regarding the
settlement with its Board of Directors, Solutia responded by
letter to the settlement by proposing to modify the Plan proposal.  
Other major stakeholders were also invited to participate in a
follow up negotiation session scheduled for April 23.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
stated that the negotiations demonstrate the divergent interests
of Solutia's stakeholders on familiar Plan confirmation issues.  
However, they also highlight what the creditors have in common.

Solutia believes that the creditors understand the importance of
the settlement reached between Solutia and Monsanto regarding the
reallocation of legacy liabilities.  As a result, Solutia believes
the creditors want to structure a modification to the Plan that
preserves the legacy liability reallocation settlement.

Mr. Henes pointed out that since the last exclusivity hearing,
Solutia has completed three key value-maximizing efforts:

    -- Proposed auction of its Dequest water-treatment
       phosphonates business.  The auction is scheduled for
       May 16, and the sale hearing on May 18.  Even if no higher
       or better offers are received, Solutia will receive at
       least $60,000,000.

    -- Acquisition of Akzo Nobel N.V.'s stake in Flexsys, the
       50%/50% rubber chemicals joint venture between Akzo and
       Solutia.  Owning Flexsys will improve Solutia's earnings
       and cash flow and enhance Solutia's credit metrics by
       decreasing Solutia's debt-to-EBITDAR ratio.

    -- Proposed settlement of Solutia's claims against FMC
       Corporation relating to the Astaris joint venture.  Under
       the settlement, Solutia will receive $22,500,000 from FMC.  
       The settlement proposal will be heard on May 1.  

Solutia assured the Court that it is not seeking an extension of
exclusivity to pressure creditors.  Given the significant progress
made since the March 12 hearing, Solutia should be afforded
additional time to continue the ongoing negotiations with its
stakeholders and to file a plan in the very near future, Mr. Henes
says.

There is no dispute that the Debtors' Chapter 11 cases are complex
and involve a number of competing and ever-evolving stakeholders,
Mr. Henes said.  Moreover, no party will be prejudiced by an
extension of the Exclusive Periods because Solutia is paying its
debts as they become due -- a factor that strongly favors
extending exclusivity, he added.

Unresolved contingent liabilities, including the JPMorgan
Adversary Proceeding and the Equity Committee Adversary Proceeding
also warrant an extension of exclusivity.  The contingent
liabilities shape the overall structure of any confirmable plan,
Mr. Henes explained.  Only the Debtors are in a position to
balance the competing interests among the stakeholders and to
propose a plan at this point that addresses the contingent
liabilities and satisfies the Bankruptcy Code's distribution
scheme, he said.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on

Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Gets Open Ended Extension of Lease Decision Deadline
-----------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York gave Solutia Inc. and its
debtor-affiliates authority to assume or reject unexpired leases
until the 10th day prior to the confirmation hearing of any
modified plan.

The Troubled Company Reporter on Apr. 26, 2007, relates that as of
April 18, 2007, the Debtors are parties to approximately 30
unexpired non-residential real property leases, which the Debtors
use in connection with their operations throughout the world.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
informed the Court that many of the Debtors' offices, from which
they conduct key aspects of their operations, are located on
premises subject to certain of the unexpired leases.  The
unexpired leases are integral to the continued operation of the
Debtors' businesses and constitute valuable assets of the estates,
Mr. Henes said.

According to Mr. Henes, the Debtors are currently actively working
with their stakeholders towards finalizing a modified Plan of
Reorganization, which they believe will contemplate the same
assumption and rejection procedures outlined in the Plan for the
unexpired leases.  He explained that until the modified Plan is
finalized, the Debtors will not be in a position to make a final
determination to assume or reject the unexpired leases.

Mr. Henes assured the Court that the Debtors are current under the
Unexpired Leases and have the financial wherewithal to continue to
make all payments under the unexpired leases.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on

Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SPENCER PARTNERS: Chapter 15 Petition Summary
---------------------------------------------
Petitioner: Laurence Keenan
            Provisional Liquidator

Debtor: Spencer Partners, Limited
        Victoria Chambers, 47 Victoria Street
        Douglas, Isle of Man
        IM1 2LD British Isles

Case No.: 07-02356

Type of Business: The Debtor was incorporated in the Isle of Man
                  and its registered office was formerly at IOMA
                  House, Hope Street, Douglas, Isle of Man.  The
                  Debtor had a capital of GBP2,000 divided into
                  2,000 shares at GBP1 each.

                  On June 5, 2006, a summons in a civil action was
                  issued in the U.S. District Court for the
                  District of South Carolina and served on the
                  Debtor as co-defendant.  The complaint sets
                  forth ten causes of action and the damages
                  sought was in excess of the Debtor's total
                  assets.  The Debtor also didn't have any funds
                  available to use in defending the action.

                  On Oct. 5, 2006, the Debtor contacted Methodikos
                  Investments Limited, its sole member, seeking
                  financial support.  The Debtor also gave notice
                  of a proposed extraordinary meeting to consider
                  creditor's voluntary liquidation as an
                  alternative.  By Dec. 15, 2006, the Debtor still
                  did not receive any indication of support from
                  Methodikos.

                  The Debtor was then forced to call for the
                  meeting but had to reconvene twice since
                  Methodikos was not present nor represented by a
                  proxy.  The Debtor's board of directors resolved
                  that the Debtor petition the court for a winding
                  up.

                  The Main Proceeding was commenced on Jan. 25,
                  2007, in the high Court of Justice of the Isle
                  of Man.  The Winding Up Order was entered on
                  March 12, 2007 and April 20, 2007.  Laurence
                  Keenan was appointed as Provisional Liquidator
                  and Deemed Official Receiver of the Debtor.

Chapter 15 Petition Date: May 2, 2007

Court: District of South Carolina (Columbia)

Petitioner's Counsel: Michael M. Beal, Esq.
                      McNair Law Firm, P.A.
                      1301 Gervais Street
                      Columbia, SC 29201
                      Tel: (803) 799-9800
                      Fax: (803) 933-1447

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


STONY HILL: S&P Puts BB- Rated Class A Notes on Positive Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on the
class A notes issued by Stony Hill III CDO Ltd., an arbitrage CBO
transaction collateralized primarily by investment-grade bonds, on
CreditWatch with positive implications.  At the same time, the
'AAA' ratings on the insured class A Ins 02, A Ins 03, A
Ins 04-1, and A Ins 04-2 notes were affirmed.
     
The CreditWatch placement of the class A notes reflects factors
that have positively affected the credit enhancement available to
support these notes since the class was downgraded in November
2003, primarily paydowns.
     
The class A, A Ins 02, A Ins 03, A Ins 04-1, and A Ins 04-2 notes
have seen a total paydown of more than $127 million since the
November 2003 rating action.  Standard & Poor's noted that
according to the April 2007 trustee report, the
overcollateralization ratio for the class A notes was 113.29%,
compared with a ratio of 106.09% in November 2003.  S&P expect the
class A overcollateralization ratio to increase to approximately
119.12% after the April 15, 2007, payment date.


       Rating Placed on Creditwatch With Positive Implications
   
                        Stony Hill CDO III Ltd.

                            Rating
                            ------
              Class    To             From      Balance
              -----    --             ----      -------
                A      BB-/Watch Pos  BB-      $49,755,000


                          Ratings Affirmed
    
                       Stony Hill CDO III Ltd.

                  Class         Rating       Balance
                  -----         ------       -------
                  A Ins 02       AAA        $16,682,000
                  A Ins 03       AAA        $10,436,000
                  A Ins 04-1     AAA        $12,512,000
                  A Ins 04-2     AAA         $2,085,000


STRATHMORE MINERALS: Exploration Drill Program in Wyoming Okayed
----------------------------------------------------------------
Strathmore Minerals Corp. has obtained approvals from the Wyoming
Department of Environmental Quality Land Division and the U.S.
Bureau of Land Management to conduct an exploration drill program
at its Jeep Project located in Freemont County, Wyoming.

A drilling contract has been awarded to a Wyoming drilling company
and all required bonding is in place.  Strathmore will commence
drilling activities in July 2007.  Yellowcake Mining Inc. will
provide funding for the program.  Strathmore recently granted
Yellowcake the exclusive right to earn a 60% interest in the Jeep
property in consideration of US$10 million in expenditures.

Strathmore plans to drill up to 40 exploratory holes to extend a
known roll front into untested ground.  John DeJoia, Strathmore's
Vice President of Technical Affairs, stated that "this exploratory
drilling will allow us to determine the viability of this project
as a new development site to add to our future mining portfolio in
Wyoming."

Mr. Juan R. Velasquez, Strathmore's Vice President of
Environmental and Regulatory Affairs added that the company has
already completed the archaeological and cultural resources as
well as the Flora and Fauna surveys needed to support the project.  
"We have been working closely with the Wyoming Department of
Environmental Quality and the United States Bureau of Land
Management over the past several months to ensure that we comply
with their recommendations.  Jeep is one of several projects that
hold promise for our future operations in Wyoming," added David
Miller, Strathmore's President.  "Strathmore was very early in
establishing a presence in Wyoming and we are confident that Jeep
will emerge as one of several development projects in that State."

                     About Strathmore Minerals

Based in Kelowna, British Columbia, Strathmore Minerals
Corporation (TSX Venture: STM) --
http://www.strathmoreminerals.com/-- is a resource company
specializing in the strategic acquisition, exploration and
development of uranium properties.  The company acquires
previously discovered but not yet mined uranium resources and
positions itself in areas wellknown for uranium production.

                        Plan of Arrangement

Strathmore Minerals Corp. underwent a reorganization of its
mineral property assets with a view to maximizing shareholder
value.  Pursuant to a Plan of Arrangement, the company transferred
all of its Canadian mineral properties and a portion of its cash
into a new exploration company.


SYNTHEMED INC: Posts $1.1 Million Net Loss in Qtr Ended March 31
----------------------------------------------------------------
Synthemed Inc. reported a net loss of $1.1 million on revenue of
$45,000 for the first quarter ended March 31, 2007, compared with
a net loss of $961,000 on $0 revenues for the first quarter ended
March 31, 2006.

At March 31, 2007, the company's balance sheet showed $3.3 million
in total assets, $790,000 in total liabilities, and $2.5 million
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1e60

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 2, 2007,
Eisner LLP, in New York, expressed substantial doubt about
SyntheMed Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring net losses, limited revenues and cash outflows
from operating activities.

                       About SyntheMed Inc.  

Headquartered in Little Silver, New Jersey, SyntheMed Inc.  
(OTC BB: SYMD.OB) -- http://www.synthemed.com/-- is a  
biomaterials company engaged in the development and
commercialization of anti-adhesion and drug delivery products.   
Products under development, all of which are based on the
company's licensed proprietary, bioresorbable polymer technology,
are primarily medical devices designed to prevent or reduce the
formation of adhesions (scar tissue) following a broad range of
surgical procedures.  Product development efforts are currently
focused on the company's lead product, REPEL-CV(R), a
bioresorbable adhesion barrier intended for use in cardiac
surgery.


UNIVERSAL CITY: Moody's Affirms B1 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of Universal City Florida Holding Co. II and changed the outlook
on UCFH's senior notes to stable from negative.  Moody's concerns
over aggressive distributions to equity partners have moderated
somewhat, and the B1 corporate family rating adequately
incorporates these concerns at a stable outlook.

Moody's also upgraded the senior unsecured notes of Universal City
Development Partners, Ltd. (UCDP, a wholly owned operating
subsidiary of UCFH) to B1 from B2.  The prepayment of $30 million
of UCDP bank debt ($509 million secured bank debt currently
outstanding) reduced the amount of debt senior to the UCDP bonds
($500 million outstanding) thus improving recovery prospects for
these bondholders who continue to benefit from the debt cushion
provided by the UCFH bonds (approximately $450 million
outstanding).

The B1 corporate family rating reflects high financial risk,
including risks related to the ownership structure, as well as
concerns over weak attendance trends.  With leverage of 5.8 times
debt-to-EBITDA (as per Moody's standard adjustments), the B1
corporate family rating remains weakly positioned.  Furthermore,
UCDP operates a single site in a mature, seasonal business
sensitive to economic conditions and weather; competes for
consumer leisure time from ever increasing entertainment options
as well as multiple parks within Orlando; and faces some execution
risk related to expected investment in new attractions.  The
increased investment will also depress free cash flow over the
next two years, in Moody's view.  However, strong margins, good
liquidity, and high asset value support the rating.  Also, Moody's
views the increased investment favorably and considers it
necessary to drive attendance, although the potential attendance
benefits are unlikely to occur over the near term.

Universal City Florida Holding Co. II

    - Affirmed B1 Corporate Family Rating
    - Outlook changed to Stable from Negative
    - Affirmed B3 rating on Sr Unsecured Bonds, LGD5, 88%

Universal City Development Partners, Ltd.

    - Upgraded Sr Unsecured Bonds to B1 from B2, LGD4, 57%
    - Affirmed Ba1 Sr Secured Bank Rating, LGD2, 15%
    - Outlook Stable

Universal City Development Partners, Ltd., headquartered in
Orlando Florida, operates the Universal Studios Florida and
Universal Islands of Adventure theme parks, and CityWalk, a
dining, retail and entertainment complex. Universal City Florida
Holding Co. I and Universal City Florida Holding Co. II are
holding companies that own UCDP.


USI HOLDINGS: Fitch Cuts Issuer Default Rating to B- from BB-
-------------------------------------------------------------
Fitch Ratings has downgraded and removed USI Holdings Corporation
from Rating Watch Evolving as:

    -- Issuer Default Rating to 'B-' from 'BB-';

    -- $210 million five-year secured term loan due March 24, 2011
       to 'B/RR3' from 'BB-'.

In addition, Fitch has assigned these ratings to USIH:

  * $100 million senior secured revolving credit facility 'B/RR3',
  * $550 million senior secured term loan 'B/RR3';
  * $225 million senior unsecured notes 'B-/RR4';
  * $175 million senior subordinated notes 'CCC+/RR5'.

USIH's Rating Outlook is Stable.

Fitch originally placed USIH on Rating Watch Evolving on Jan. 16,
2007 following the announcement that the company had entered into
a definitive merger agreement to be acquired by GS Capital
Partners, a private equity affiliate of Goldman Sachs Group.  At
the time, Fitch cited various factors that could lead to a
possible rating downgrade, including a material increase in USIH's
financial leverage.

The downgrade of USIH's existing ratings and the assignment of the
new ratings reflect the company's significant increase in debt
outstanding related to its pending private equity acquisition by
GS Capital Partners.  The downgrade reflects USIH's proforma
significant financial leverage and weak interest coverage
following the acquisition.  Proforma financial leverage is
approximately 67% debt to total capital, compared to 46% at year-
end Dec. 31, 2006.  Adjusted Debt to EBITDA will increase to
roughly 6.5 times (x) from 3.7x, and EBITDA to interest expense
will decrease to roughly 1.65x from 5.0x at year-end 2006.


VALEANT PHARMA: Incurs $22 Mil. Net Loss in Quarter Ended Dec. 31
-----------------------------------------------------------------
For the fourth quarter of 2006, Valeant Pharmaceuticals
International reported a $22.1 million net loss from continuing
operations compared to $44.8 million in fourth quarter of 2005.

Net loss from continuing operations was $64.1 million in the full
year 2006 compared to $185.8 million for the same period in 2005.

The company's gross margin on product sales was 69% in 2006,
compared to 70% in 2005.  The decline was primarily due to the
write off of inventory and a change in the mix of products that
occurred during the year.  In addition, the company recorded a
$5.2 million loss to cost of goods sold in the 2006 fourth quarter
for the transfer of manufacturing technology for Infergen.

Research and development expense was 13% of sales in 2006,
compared to 16% in 2005.  The decrease primarily reflects cost
control measures and a reduction in clinical trial activity
compared to last year.  Included in research and development
expense in the fourth quarter was a $7 million milestone payment
related to the development of retigabine.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $1.51 billion, total liabilities of $1.07 billion and total
stockholders' equity of $435.3 million.     

Headquartered in Aliso Viejo, California, Valeant Pharmaceuticals
International (NYSE: VRX) -- http://www.valeant.com/-- is a  
global specialty pharmaceutical company.  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2007,
Moody's Investors Service confirmed the ratings of Valeant
Pharmaceuticals International, including the B2 Corporate Family
Rating, and concluded the rating review for possible downgrade
first initiated on Oct. 23, 2006.  Valeant's rating outlook is now
stable.


VISTEON CORP: Posts $153 Million Net Loss in Qtr Ended March 31
---------------------------------------------------------------
Visteon Corporation reported a net loss of $153 million on total
sales of $2.93 billion for the first quarter ended March 31, 2007,
compared with net income of $3 million on total sales of
$2.96 billion for the same period ended March 31, 2006.  

Results for the first quarter of 20076 included $41 million of
expenses reimbursable from the 400 million escrow account funded
by Ford and non-cash asset impairments of $50 million.  Results
for the first quarter of 2006 included $9 million of restructuring
expenses which qualified for reimbursement from the escrow
account.

"We continue to make progress implementing our restructuring,
improvement and growth plan, despite North American production
declines," said Michael F. Johnston, chairman and chief executive
officer.  "We anticipated this environment, and we have taken the
necessary steps to ensure we have the financing and flexibility we
need to continue our momentum."

Total sales for first quarter 2007 totaled $2.93 billion.  First
quarter 2007 product sales were $2.8 billion, down slightly from
first quarter 2006 as favorable currency and increased sales in
Europe and Asia were offset by lower production volumes,
principally in North America.  Services revenues of $130 million
decreased $15 million from the same period in 2006.  

Cash used by operating activities for the first quarter of 2007
was $131 million compared with cash provided by operating
activities of $32 million in the same period a year ago.  First
quarter 2007 cash flow was impacted by normal seasonal factors,
customer and geographic sales mix, the change in payment terms
from Ford in North America and operating performance.

Capital expenditures for the first quarter of 2007 of $64 million
were $21 million lower than the same period a year ago.  Free cash
flow for the first quarter of 2007 was negative $195 million,
compared with negative $117 million in the same period of 2006.

As of March 31, 2007, cash balances totaled $872 million as
compared to $1.057 billion at Dec. 31, 2006.  Total debt of
$2.2 billion as of March 31, 2007 was essentially unchanged from
year-end 2006.  

Visteon reached agreement to sell certain chassis operations in
Germany, Poland and Brazil to Special Situations Venture Partner
II LP (SSVP) in March 2007.  On April 30, 2007, the European
facilities were transferred to SSVP.  Driveline assets located in
Visteon's Sao Paulo, Brazil facility will be transferred in the
second half of 2007.  

"With the completion of these chassis divestitures, half of the
actions we committed to take in our multi-year plan are complete,"
said Don Stebbins, president and chief operating officer.  "By
addressing non-core and underperforming assets we continue to
enhance our already strong global footprint, as we focus on our
core product areas and position Visteon for profitable growth."

At March 31, 2007, the company's balance sheet showed
$6.84 billion in total assets, $6.68 billion in total liabilities
and $263 million in minority interest, resulting in a $106 million
total stockholders' deficit.

                       About Visteon Corp.

Headquartered in Van Buren Township, Mich., Visteon Corp.  
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive   
supplier that designs, engineers and manufactures innovative
climate, interior, electronic, and lighting products for vehicle
manufacturers, and also provides a range of products and
services to aftermarket customers.  The company has more than 170
facilities in 24 countries and employs around 50,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has taken these actions regarding the ratings of
Visteon Corp.: Issuer Default Rating affirmed 'CCC'; Senior
Secured Bank Facility affirmed 'B/RR1'; and Senior unsecured
downgraded to 'CC/RR6' from 'CCC-/RR5'.


VONAGE HOLDINGS: Circuit Court Denies Bid for Patent Case Retrial
-----------------------------------------------------------------
The U.S. Court of Appeals for the Federal Circuit has denied
Vonage Holdings Corp.'s motion for a retrial in its patent dispute
with Verizon Communications Inc., Corey Boles of The Wall Street
Journal reports.

According to the report, Vonage had sought to have the original
jury verdict that it had violated three of Verizon's five patents
overturned and a new trial ordered.

The court did rule that Vonage could include the issue in its
appeal brief, which is due May 9, WSJ says.  

WSJ cited Vonage as saying that while it was disappointed in the
court's ruling, it had no impact on its overall appeal in the
case.

An oral hearing in an appeal in the case is scheduled for June 25,
WSJ relates.

Amol Sharma of WSJ said in an earlier report that Vonage asked the
Federal Circuit Court to remand the patent case to a lower court,
citing a recent Supreme Court ruling that could put pressure on
companies in protecting patents deemed too obvious.

The ruling, which favored a company accused of patent
infringement, gave Vonage more hope that it could win the case
against Verizon.

The company previously said in a regulatory filing that its
ongoing patent litigation with Verizon, if determined
against the company, could, among others, lead to the bankruptcy
or liquidation of the company.

                        Verizon Litigation

On June 12, 2006, Verizon filed a suit against Vonage and
its subsidiary Vonage America Inc., with the U.S. District Court
for the Eastern District of Virginia.

Verizon alleged that the company infringed seven patents in
connection with providing VoIP services and sought injunctive
relief, compensatory and treble damages and attorneys' fees.
Verizon dismissed its claims with respect to two of its patents
prior to trial, which commenced on Feb. 21, 2007.

After trial on the merits, a jury returned a verdict finding that
the company infringed three of the patents-in-suit.  The jury
rejected Verizon's claim for willful infringement, treble damages,
and attorneys' fees, and awarded compensatory damages in the
amount of $58 million.  The trial court subsequently indicated
that it would award Verizon $1.6 million in prejudgment interest
on the $58 million jury award.  The trial court issued a permanent
injunction with respect to the three patents the jury found to be
infringed effective April 12, 2007.

The trial court then permitted the company to continue to service
existing customers pending appeal, subject to deposit into escrow
of a 5.5% royalty on a quarterly basis.  The trial court also
ordered that the company may not use its technology that was found
to be infringing to provide services to new customers.  In
addition, Vonage posted a $66 million bond to stay execution of
the monetary judgment pending appeal.

On April 6, 2007, the company brought the trial court's ruling
to the Federal Circuit Court, which Court allowed Vonage to
continue to sign up new customers while Vonage appeals the jury's
decision and set June 25, 2007, as the commencement of the oral
arguments on the matter.

                           About Vonage

Vonage Holdings Corp. (NYSE:VG) -- http://www.vonage.com/-- is a
provider of broadband telephone services with over 1.4 million
subscriber lines as of February 8, 2006.  Utilizing its voice over
Internet protocol technology platform, the company offers feature-
rich, low-cost communications services with a call quality
comparable to traditional telephone services.  While customers in
the United States represent over 95% of its subscriber lines,
Vonage continues to expand internationally, having launched its
service in Canada in November 2004, and in the United Kingdom in
May 2005.


YUKOS OIL: Two More Lots Set for Auction in June
------------------------------------------------
OAO Yukos Oil Co. will see more of its transport and bank assets
in the hands of possible buyers as its creditors' committee
approve two more lots to be sold via auction, RIA Novosti reports.

According to Nikolai Lashkevich, spokesman for Yukos bankruptcy
receiver Eduard Rebgun, these assets will be auctioned off in
early June:

   * Lot 15 -- includes shares in Solidarnost commercial bank,
               for an initial price of RUR162.3 million
               ($6.3 million); and

   * Lot 16 -- includes Yukos' transport companies and the
               assets under the sixth lot cancelled on April 20
               due to a lack of bids, for a total starting price
               of RUR8.9 billion ($347.4 million).

The eight non-core assets under the sixth lot are comprised of:

   -- 86.61% stake in the ES financial and industrial group
   -- 100% stake in Yukos-Invest investment company
   -- 100% stake in Ordaliya 2000
   -- 90.7% stake in Rus
   -- 100% stake in the Granit private security company
   -- 100% stake in Corporate Security Service
   -- 100% stake in Audit and Balance Sheets company
   -- 100% in FTT Service

Seven out of 14 lots have been auctioned to date.  These include:

Lot                                                Winning Bid
No.          Assets              Auction Winner     (in RUR)
***          ******              **************    ************
1    9.44% in Rosneft            Rosneft through  197.8 billion
     12 Yuganskneftegaz          RN-Razvitiye
        promissory notes

2    20% in Gazprom Neft         EniNeftegaz for  151.5 billion
     100% in OAO Arcticgaz       Gazprom
     100% in ZAO Urengoil
     19 other assets

4    100% in ZAO Energy          Monte-Valle        3.5 billion
        Service Co.
     100% in ESKOM- EnergoTrade
     25.73% in Belgorodenergo
     25.15% in Tambovenergo
     25.15% in Tambov Energy
        Sales Company
     25.15% in Tambov Trunk
        Grid Company
     25% in Belgorod Trunk
        Grid Company
     25% in Belgorod Sales
        Company
     25% in Corporate Service
        Systems
     3.18% in Territorial
        Generation Company No. 4

5    energy assets in the        Rosneft through   1.03 billion
        Tambov and Belgorod       Neft-Aktiv
        regions

6    7.69% stake in VTB          Vneshtorgbank    234.1 million
        Bank (Deutschland) AG

7    1.998% stake in Khanty      J.B.P. Invest    333.3 million
        Mansiysk Bank

8    Tomskneft and Angar         Rosneft through    177 billion
        Petrochemical Co.         Neft-Aktiv

The auction for Lot No. 3, which comprised of Yukos' research
and development assets, was called off due to a lack of bids.
Interfax relates the assets will be grouped together with the
assets under Lot No. 14, which will be sold this month.

Rosneft Oil and Gazprom are seen as the most likely bidders for
the bulk of the nearly 200 Yukos assets up for liquidation,
which bankruptcy receiver Eduard Rebgun aims to sell by August
2007.

Aside from being a potential buyer, Rosneft also holds a
RUR264.6 billion ($10 billion) claim against Yukos, which
entitled Rosneft a seat in the firm's creditors' committee.

Mr. Rebgun has estimated the firm's assets between $25.6 billion
and $26.8 billion, minus a possible liquidation discount of not
more than 30%.  As of Jan. 31, claims against Yukos filed by 68
creditors reached RUR709 billion ($26.8 billion).

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an  
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was
dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A
few days later, the Russian Government sold its main production
unit Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than $12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


YUKOS OIL: Rosneft Oil Wins Auction to Buy East Siberian Assets
---------------------------------------------------------------
OAO Rosneft Oil Co., through its OOO Neft-Aktiv unit, won
yesterday's auction to acquire OAO Yukos Oil Co.'s East Siberian
assets for RUR177.7 billion, Kommersant reports.

Rosneft outbid OOO Unitex, an unknown firm reportedly linked to
Gazprombank, after 36 bids on top of RUR166.34 billion starting
price, Kommersant relates.  Gazprombank, however, denied Unitex
was acting on its behalf.

The lot is consists of:

   -- 100% of Tomskneft
   -- 70.78% of Vostsibneftegaz
   -- 5.89% of Yeniseineftegaz
   -- 100% of Angarsk Petrochemical Company
   -- 100% of Achinsk Oil Refinery, and
   -- 100% Angarsk Polymer Plant.

Rosneft, through the same unit, also won Yukos' fifth lot,
consists of energy assets in the Tambov and Belgorod regions, for
RUR1.03 billion on April 18.  The lot carried a RUR992.3 billion
starting price and a RUR9.9 million bid increment.

Vladimir Voyeboda, spokesman for Rosneft, told Interfax News the
acquisition of the assets represents a new step in the development
of company, allowing it to attain "a higher level of vertical
integration."

Kommesant suggests that following the auction, Rosneft has
overtaken Lukoil in terms of oil production capacity.  Lukoil
produced 90 million tons of oil in 2006, while Rosneft, with
Tomskneft, could produce up to 92 million tons.

                          About Rosneft

Headquartered in Moscow, Russia, OAO Rosneft Oil Co. --
http://ns.roilcom.ru/english/-- produces and markets petroleum  
products.  The Company explores for, extracts, refines and
markets oil and natural gas.  Rosneft produces oil in Western
Siberia, Sakhalin, the North Caucasus, and the Arctic regions of
Russia.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an  
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was
dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A
few days later, the Russian Government sold its main production
unit Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than $12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* Baker Botts Welcomes Victor Vital to Dallas' Litigation Dep't.
----------------------------------------------------------------
Baker Botts L.L.P. disclosed that Victor Vital, Esq., who has
built a significant trial practice by representing clients in
complex commercial matters and business disputes, has joined as a
partner in the Firm's Litigation Department.  Mr. Vital will be
based in Baker Botts' Dallas office.

A former Harris County prosecutor, Mr. Vital handles business
cases that involve a variety of claims such as breach of contract,
fraud, breach of fiduciary duty, tortious interference,
misappropriation of trade secrets, defamation and other business
torts.  He has also defended businesses against complex product
liability claims.  He has tried more than 100 cases in a variety
of forums, including arbitration, state court, federal court and
bankruptcy court.

"Mr. Victor's experience in business litigation, representing
clients in a broad number of forums, further strengthens the
firm's litigation team," Walt Smith, Baker Botts managing partner,
said.  "Mr. Victor's legal skills will offer creative, timely and
strategic advice to help the firm's clients solve complex legal
issues."

Prior to joining Baker Botts, Mr. Vital was a partner in the
Dallas office of Haynes and Boone LLP.  He has been published in a
variety of legal and business journals concerning commercial
litigation and general trial practice.  He is currently editor of
a quarterly newsletter entitled Commercial Litigation for the
Texas Association of Defense Counsel.

"Mr. Victor's record in representing clients in complex business
litigation speaks volumes about the skills he brings to Baker
Botts," Robb Voyles, chair of Baker Botts' Litigation Department,
said.  "In representing energy companies, financial firms and
Fortune 100 companies, Mr. Victor has the depth of knowledge in
business litigation to help the firm continue to provide its
clients the service they have become accustomed to from Baker
Botts."

Mr. Vital earned his law degree with honors from the Thurgood
Marshall School of Law in 1995.  He was executive editor of the
Thurgood Marshall Law review.

He is a member of the National Bar Association, Commercial Law
Section, Executive Board and Editorial Board; Texas Association of
Defense Counsel, Board of Directors; Dallas Bar Association;
Dallas Association of Young Lawyers; DAYL Foundation, Fellow; J.L.
Turner Legal Association, Board of Directors; and the American Bar
Association, Section of Litigation.

                       About Baker Botts LLP

Based in Houston, Texas and founded in 1840, Baker Botts L.L.P. --
http://www.bakerbotts.com/-- is an international law firm with  
offices in Austin, Beijing, Dallas, Dubai, Hong Kong, Houston,
London, Moscow, New York, Riyadh and Washington.  With
approximately 750 lawyers, Baker Botts provides a full range of
legal services to regional, national and international clients.


* Clear Thinking Accepts Adam Cook as Turnaround Management Leader
------------------------------------------------------------------
Clear Thinking Group disclosed that Adam Cook has joined the firm
as a managing director in the Turnaround Management/Financial
Services Group.
    
Cook brings over 10 years experience in advising companies,
private equity firms, hedge funds and lenders on a multitude of
fronts.  His expertise ranges from domestic and cross border
merger and acquisition advisory to balance sheet restructuring.
Representing both financial and strategic buyers and sellers, he
has handled public and private deals ranging in size from
$10 million to $4 billion.  Mr. Cook has directed the sale
or refinancing of special situation businesses in a variety of
industries, including automotive, entertainment and textiles.
Clients served have included Anchor Manufacturing Group, Covanta
Energy Corporation, Reed Elsevier PLC, and SPX Corporation.
    
Prior to joining Clear Thinking Group, Mr. Cook was a director at
Glass & Associates, New York, where he executed merger and
acquisition and refinancing transactions, primarily in the
automotive arena.  Previously, he was a director at Loughlin
Meghji + Company in New York, focusing on special situation
transactions, including the divestiture of numerous non-core
businesses for Covanta Energy Corporation during its Chapter 11
bankruptcy.
    
Earlier in his career, he was a senior associate in
PricewaterhouseCoopers' Transaction Services Group and an analyst
at Credit Suisse First Boston.
    
"Adam's extensive experience in advising companies on financings,
acquisitions and divestitures is a perfect fit for the firm's
practice group," Lee A. Diercks, a partner and managing director
of Clear Thinking Group and leader of the firm's Turnaround
Management/Financial Services Group, said.  "The firm looks
forward to offering his expertise to the firm's clients."
    
A resident of Norwood, New Jersey, Mr. Cook earned a Bachelor of
Science in Business Administration from the University of Rhode
Island.
                    About Clear Thinking Group
  
Headquartered in Hillsborough, New Jersey, Clear Thinking Group
LLC -- http://www.clearthinkinggrp.com/-- provides a wide range  
of strategic consulting services to retail companies, consumer
product manufacturers/distributors and industrial companies.  The
national advisory organization specializes in assisting small- to
mid-sized companies during times of growth, opportunity, strategic
change, acquisition, and crisis.


* BOOK REVIEW: American Economic History
----------------------------------------
Author:     Seymour E. Harris
Publisher:  Beard Books
Paperback:  572 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/158798136X/internetbankrupt

American Economic History edited by Seymour E. Harris presents
different points of view by a number of experts and is a valuable
addition for any economic history collection.

This eclectic tome is an anthology of 15 chapters by 20 notable
contributors discussing and analyzing American economic history
from about 1800 to the late 1950s.

Each subject undertaken falls under one of four major rubrics:
major issues, broad issues of policy, determinants of income, and
regional growth. Specific topics include fiscal policy, patterns
of employment, unionism, economic fluctuations, population and
immigration, natural resources policies, etc.

All of them bolster Arthur Schlesinger, Jr.'s statement in the
opening chapter: "The economic experience of the United States
provides a compact example of the growth of an underdeveloped
country into a great and rich industrial state."

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***