TCR_Public/070614.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 14, 2007, Vol. 11, No. 140

                             Headlines

1301 TAX GROUP: U.S. Trustee Appoints Nine-Member Creditors' Panel
1301 TAX GROUP: Has until June 30 to File Schedules
ACTUANT CORP: Completes Pricing of $250MM Senior Notes Placement
AQUILA INC: Fitch Lifts Issuer Default Rating to BB- from B
ATLANTIC EXPRESS: Refinancing Completion Cue S&P to Lift Ratings

BAGGS' WHOLESALE: Case Summary & 18 Largest Unsecured Creditors
BEAR STEARNS: S&P Affirms Low-B Ratings on 20 Class Certificates
BISON BUILDING: Judge Mayer Converts Case to Chapter 7 Liquidation
C-BASS 2002-CB6: Moody's Cuts Rating on Class B-2 and B-3 Certs.
CALDWELL PLUMBING: Case Summary & 19 Largest Unsecured Creditors

CANARGO ENERGY: Closes $15 Million Debt-to-Equity Conversion
CAPITAL AUTO: S&P Puts Certificates' Ratings Under Positive Watch
CARIBOU RESOURCES: JED Oil Closes Acquisition of $26.7 Mil. Debt
CENTERPOINT ENERGY: Fitch Affirms BB+ Rating on Trust Preferred
CHICAGO ATHLETIC: Files for Bankruptcy to Close Sale

CHICAGO ATHLETIC: Case Summary & 20 Largest Unsecured Creditors
CITIFINANCIAL: Moody's Cuts Rating to Ba3 on Class M-4 Certs.
CYBERONICS INC: April 27 Balance Sheet Upside-Down by $16.1 Mil.
DAIMLERCHRYSLER AG: Elects to Redeem Term Assets of Trust
DANKA BUSINESS: Delays Reporting of Fourth Quarter Results

DOLLAR GENERAL: Fitch Cuts & Withdraws Issuer Default Rating
DOLLAR GENERAL: Moody's Holds Ratings on Revised Capital Structure
DOLLAR GENERAL: Leveraged Buyout Prompts S&P to Lower Rating to B
EMISPHERE TECH: Medical Research VP Ehud Arit to Leave Office
EXTENDICARE REIT: Inks Deal to Obtain 35% Stake in Canada Life

FBR SECURITIZATION: S&P Cuts Rating on Class M-10 to BB from BBB-
FIRST DATA: Completes Acquisition of FundsXpress
FIRST FRANKLIN: Moody's Rates Class B-4 Certificates at Ba1
FORD MOTOR: Inks MOU with Meridian for Sale of Sandusky Plant
GATOR COCHRAN: Voluntary Chapter 11 Case Summary

GLOBAL POWER: Wants Exclusive Plan-Filing Period Extended
GREEN EARTH: Moody's Rates $91 Mil. Sr. Sec. Facilities at (P)B3
HCA INC: Fitch Affirms B Issuer Default Rating with Stable Outlook
INDYMAC HOME: Fitch Puts Low B Ratings on $32.5 Million Loan
INVERNESS MEDICAL: Holders Give Consents for Indenture Amendments

JED OIL: Closes Acquisition of Caribou's $26.7 Million Debt
JOAN FABRICS: Greystone Offers $13.5 Million for Assets
LE-NATURE'S INC: Judge McCullough Mulls Dismissal of Ch. 11 Cases
LEINER HEALTH: Consolidates Operations to Meet Revenue Target
LINCOLN HOLDINGS: High Leverage Cues S&P's B+ Corp. Credit Rating

LN ACQUISITION: Moody's Junks Rating on Second Lien Term Loan
LOGAN CDO: Moody's Rates $15 Million Class E Notes at (P)Ba1
MAIDENFORM BRANDS: S&P Upgrades Credit Rating to BB- from B+
MANITOWOC CO: Moody's Lifts Rating to Ba2 on Strong Performance
MARQUEE HOLDINGS: Receives Consents from Majority of NoteHolders

MEDQUEST INC: Moody's May Cut Ratings After Review
MORGAN STANLEY: Moody's May Cut Low-B Ratings After Review
MQ ASSOCIATES: Moody's Reviews Ratings and May Downgrade
NEW CENTURY: Wants Aug. 31 Fixed as General Claims Bar Date
NEW CENTURY: Seeks Court Okay to Sell Technology Assets

NRG ENERGY: Completes $4.4 Billion Senior Facility Refinancing
OSG INC: Grants Restricted Stock Units to Non-Employee Directors
OWENS-ILLINOIS: Unit's Sale Cues Fitch to Lift IDR to B
OWNIT MORTGAGE: U.S. Trustee & Panel OK Exclusivity Extension
PAC-WEST TELECOMM: Committee Taps Womble Carlyle as Co-Counsel

PAC-WEST TELECOMM: Wants to Employ Saul Ewing as Co-Counsel
PARMALAT SPA: Milan Judge Orders Four Banks to Stand Trial
PETROLEUM GEO: $800MM Debt Refinancing Cues S&P to Affirm Rating
PLAINS EXPLORATION: Moody's Cuts Corporate Family Rating to Ba3
PLAINS EXPLORATION: S&P Affirms BB Corporate Credit Rating

PORT OF MIAMI: Looking for Ways to Cut Security Costs
PREGIS CORP: Extends Senior Notes Exchange Offer to June 15
PROTECTION ONE: Completes $115MM Senior Notes Exchange Offering
QUALITY HOME: S&P Reinstates B Rating at Company's Request
RETAIL INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors

REXAM PLC: Moody's Puts (P)Ba2 Rating on Proposed Securities
ROUGE INDUSTRIES: Court Approves ARAMARK Settlement Agreement
ROUGE INDUSTRIES: Hires Towers Perrin as HR Consultants
ROUGE INDUSTRIES: Has Until July 16 To File Chapter 11 Plan
S-TRAN HOLDINGS: Wants Exclusive Plan Filing Period Extended

SANTA FE MINERALS: Exclusive Period Extended Until August 13
SEA CONTAINERS: Wants to Obtain Up To $176.5 Million DIP Financing
SEA CONTAINERS: Court Extends Exclusive Period to September 28
SEA CONTAINERS: U.S. Trustee Appoints HSBC to Creditors' Panel
SIRIUS SATELLITE: Moody's Rates New $250 Mil. Sr. Facility at B1

SMART MODULAR: Good Performance Cues S&P to Lift Rating to BB-
SURGICAL CARE: S&P Rates $480 Million Senior Facility at B
TRILOGY INTERNATIONAL: Moody's Puts B2 Corporate Family Rating
TTM TECH: Debt Reduction Cues S&P to Revise Outlook to Stable
URSTADT BIDDLE: Earns $10.2 Million in Quarter Ended April 30

VERINT SYSTEMS: Posts $1.2 Mil. Net Loss in 2007 1st Fiscal Qtr.
VERTRUE INC: Provides Update on 9-1/4% Senior Notes Redemption
WACHOVIA AUTO: Moody's Rates $50 Million Cass E Notes at Ba3
WAMU MORTGAGE: Moody's May Cut Low-B Ratings After Review
WARNACO GROUP: Improved Revenues Prompt S&P to Lift Rating to BB

WCI COMMUNITIES: Adjourns Shareholders' Meeting to August 30
WESTAR ENERGY: Fitch Puts BB+ IDR Under Watch Positive
WILLIAM LYON: Moody's Downgrades All Ratings
WARNER MUSIC: Still Considering Offer for EMI Group
ZUFFA LLC: Moody's Holds Corporate Family Rating at Ba3

* Bracewell Gets 1st Certification Under Bankruptcy Appeal Statute
* Legal Reform Head Supports Junking Non-Malignant Asbestos Claims

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

1301 TAX GROUP: U.S. Trustee Appoints Nine-Member Creditors' Panel
------------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in The 1031 Tax Group LLC's Chapter 11 case:

   1. James V. and Diane S. Bordoni
      Trustees
      No. 478 Sequoia Way
      Los Altos, CA 94024

   2. Steven M. Gray
      Capitol Aggregates Ltd.
      No. 11551 Nacogdoches Road
      San Antonio, TX 78265

   3. Jonathan H. Hull
      LJ Ambassador Ltd.
      No. 200, 401 Main Plaza
      New Braunfels, TX 78131

   4. Candace Graham
      409 Sherman Ave LLC
      No. 1 Applewood Lane
      Portola Valley, CA 94028

   5. George Nanas
      Siox Realty Corp.
      No. 212-07, 33rd Road
      Bayside, NY 11361

   6. Hampton Ward
      No. 2001 Kensington Green Drive
      Smyrna, GA 30080

   7. Nona M. Garson
      No. 57 Bissell Road
      Lebanon, NJ 08833

   8. John R. Benitez
      100 Garfield LLC
      6th Floor
      No. 1400 16th Street,
      Denver, CO 80202

   9. Marshall Friedman
      Sierra Group BPT LLC
      No. 670 Woodside lane
      Whitefish, MT 59937

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 reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

                       About The Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Norman N. Kinel, Esq., at Dreier, LLP, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts of over $100 million.


1301 TAX GROUP: Has until June 30 to File Schedules
---------------------------------------------------
The 1031 Tax Group LLC and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York, to file their schedules of assets and debts
and statements of financial affairs until June 30, 2007.

The Debtors had requested the additional time citing:

  a) complexity of the Debtors' business;

  b) diversity of the operations and assets;

  c) limited staffing available to gather, process and complete
     the required schedules;

  d) the 15-day period was insufficient in completing the
     schedules.

The additional time will allow the Debtors to bring their books
and records up to date and to collect the data needed for the
preparation and filing of schedules.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of over $100
million.


ACTUANT CORP: Completes Pricing of $250MM Senior Notes Placement
----------------------------------------------------------------
Actuant Corp. has completed its private placement of $250 million
aggregate principal amount of 6.875% Senior Notes due 2017.  The
Senior Notes were issued at a price of 99.607%, to yield 6.93%.

The company will use the net proceeds from the offering to
refinance a portion of its term loans under its senior credit
facility and to pay certain transaction costs and expenses.

The senior notes have not been registered under the Securities Act
of 1933, as amended, and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S.
persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act.  Accordingly, the notes are being offered and sold only to:

   (a) "qualified institutional buyers", as defined in Rule 144A
        under the Securities Act, and

   (b) outside the United States, to non-U.S. persons in
       compliance with Regulation S under the Securities Act.

                       About Actuant Corp.

Based in Butler, Wisconsin, Actuant Corp. (NYSE:ATU) --
http://www.actuant.com/-- is a diversified industrial company
with operations in more than 30 countries.  The Actuant businesses
are market leaders in highly engineered position and motion
control systems and branded hydraulic and electrical tools and
supplies. Since its creation through a spin-off in 2000, Actuant
has grown its sales from $482 million to over $1.3 billion and its
market capitalization from $113 million to over $1.3 billion.  The
company employs a workforce of more than 6,700 worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Actuant Corp.'s proposed $250 million senior unsecured notes due
2017.  The proceeds from the notes will be principally used to
repay a portion of borrowings under the company's senior credit
facility due 2009.


AQUILA INC: Fitch Lifts Issuer Default Rating to BB- from B
-----------------------------------------------------------
Fitch has upgraded Aquila, Inc.'s (NYSE: ILA) ratings:

    -- Issuer Default Rating to 'BB-' from 'B';
    -- Sr. secured to 'BB+' from 'BB';
    -- Sr. unsecured to 'BB-' from 'B+'.

Approximately $1.3 billion of debt is affected.  The ratings
remain on Rating Watch Positive.

In accordance with Fitch's published methodology, the Recovery
Ratings on all issues of Aquila, Inc., will no longer be
published.

The upgrades reflect the improvement in ILA's business risk
profile and the expected improvement in financial profile from
recent rate increases, the implementation of a fuel adjustment
clause for its Missouri utilities, and the continued reduction in
long-term debt.  The company is paying down $344 million of debt,
which will reduce interest expense by approximately $27 million
per year.

Credit strengths include a focus on lower risk core utility
operations, and strong electric demand growth in Missouri. Recent
utility rate increases and a fuel adjustment clause for the
Missouri electric utilities are expected to improve sustainable
operating cash flows.

Credit concerns include the company's relatively small size, its
increasingly short power position, and a large capital budget
(approximately $1.6 billion over the next 5 years) that will
increase debt and depress cash flows.  ILA can only recover
capital spending through a rate base filing, which creates a
recovery lag.  The company will continue to face high interest
expenses of approximately $140 million per year, driven largely by
the $500 million 14.875% senior notes, relative to operating cash
flow.

The Positive Rating Watch reflects Fitch's expectation that the
sale of assets to Black Hills and merger with Great Plains Energy
would result in an upgrade based on Great Plains' current
financial capability.

ILA is a regulated electric and gas utility serving more than
400,000 electric and 500,000 natural gas customers in five
Midwestern states.

Headquartered in Kansas City, Missouri, Aquila Inc. --
http://www.aquila.com/-- is an integrated electric and natural
gas utility.  Aquila began as Missouri Public Service Company in
1917 and reincorporated in Delaware as UtiliCorp United Inc. in
1985.  In March 2002, UtiliCorp United Inc. changed its name to
Aquila, Inc.  Aquila's business is organized into three business
segments: Electric Utilities, Gas Utilities and Merchant Services.
Substantially all of Aquila's revenues are generated by Aquila's
Electric and Gas Utilities.


ATLANTIC EXPRESS: Refinancing Completion Cue S&P to Lift Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlantic Express Transportation Corp. to 'B-' from
'CCC+' and removed the rating from CreditWatch with positive
implications, where it was placed April 19, 2007.

The outlook is stable.

At the same time, S&P withdrew the 'CCC+' rating on the company's
senior secured notes due 2008.  S&P affirmed the recently assigned
'B-' rating on the $165 million senior notes due 2012.

The rating actions follow the successful completion of Atlantic
Express's debt refinancing and are in line with rating indications
presented in Standard & Poor's research update published April 27,
2007.  The Staten Island, New York-based school bus transportation
company has about $220 million of lease-adjusted debt outstanding.

"The upgrade of the corporate credit reflects the company's
improved financial performance over the past year and its enhanced
liquidity position, which was bolstered by recent refinancing
activities," said Standard & Poor's credit analyst Lisa Jenkins.

Ratings on Atlantic Express reflect the company's highly leveraged
financial profile, significant customer concentration, and
vulnerability to unanticipated cost increases.  Atlantic Express
is currently benefiting from the improved terms it negotiated with
the New York City Department of Education in mid-2005.  Atlantic
Express derives just over half of its revenues from this contract.
In June 2005, Atlantic Express extended its contract with the DOE
for an additional five years through June 30, 2010.  The new
contract terms included price increases, the recapture of
increases tied to changes in the CPI not given in prior years,
full annual CPI increases, the full reimbursement of all costs
related to escorts, plus a 5% administrative fee.  While benefits
from the new contract terms have contributed to improved
performance at Atlantic Express, the company remains exposed to
increases in fuel prices beyond what is covered by the CPI
increase and other unexpected cost increases.

Atlantic Express is the fourth-largest provider of school bus
transportation in the U.S. and the leading provider in New York
City.  School bus services account for about 88% of revenues.  The
company also provides paratransit services for physically and
mentally disabled passengers and other services, including express
commuter lines and tour buses.

An upgrade or outlook change to positive is unlikely, given the
company's high debt leverage, significant customer concentration,
and limited liquidity.  The outlook could be revised to negative
or the rating could be lowered if liquidity comes under renewed
pressure.


BAGGS' WHOLESALE: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Baggs' Wholesale Co., Inc.
        608 Reid Street
        Palatka, FL 32177

Bankruptcy Case No.: 07-02473

Chapter 11 Petition Date: June 12, 2007

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Robert Altman, Esq.
                  Robert Altman, P.A.
                  5256 Silver Lake Drive
                  Palatka, FL 32177-8524
                  Tel: (386) 325-4691

Total Assets: $1,560,720

Total Debts:  $860,023

Debtor's List of its 18 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
Thomas and Ann Crabtree                         $96,522
239 East Buffalo Bluff
Road 106
Satsuma, FL 32189

Goodyear Tire & Rubber co.                      $68,603
Law Department
11447 East Market Street
Akron, OH 44316

Carroll Tire Company                            $33,138
P.O. Box 116878
Atlanta, GA 30368-6878

Goodyear Tire Distribution Center               $33,052

Carroll Tire Co.                                $32,341
c/o Kosto & Rotella, P.A.

Carquest Auto Parts                             $21,953

Marlin Leasing                                  $24,000

Bailey NAPA                                      $8,469

Capital One, FSB                                 $8,320

Jasper Engines & Transmissions                   $4,809

Davis Monk & Company                             $2,716

The Goodyear Tire and Rubber Co.                 $2,560

Infolab, Inc.                                    $2,520

Rozier Oil Co.                                   $2,446

DFS Acceptance Payment Processing Center         $2,000

Gemini Programs Headquarters                     $1,953

Bellsouth Advertising & Publishing               $1,947

BSFS Equipment Leasing                           $1,511


BEAR STEARNS: S&P Affirms Low-B Ratings on 20 Class Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 20
classes of mortgage-backed securities issued by nine Bear Stearns
Alt-A Trust transactions.  S&P upgraded six certificates from 2003
vintage deals and 14 certificates from transactions issued in
2004.  At the same time, S&P affirmed the ratings on the remaining
179 certificates from all Bear Stearns Alt-A Trust series issued
in 2003 and 2004.

Several factors that contributed to the upgrades affecting the
2003 and 2004 vintage deals were low cumulative losses, low
delinquencies, and credit enhancement percentages that are more
than sufficient to support the higher rating levels.  As of the
May 2007 distribution period, cumulative losses were no higher
than 11 basis points for the 2003 transactions that received
upgrades.  Severe delinquencies (90-plus days, foreclosures, and
REOs), as a percentage of the respective current pool balances,
ranged from 1.51% to 2.18%. All of the 2003 series with raised
ratings have paid down to less than 25% of their original
principal balances.  For the 2004 deals that received upgrades,
cumulative losses ranged from 1 to 9 bps, severe delinquencies
ranged from 2.07% to 4.32%, and current pool balances were lower
than 45% of their original size.  Projected credit support for the
upgraded certificates ranged between 1.64x and 2.42x the original
credit support needed at the higher rating levels.

The affirmations reflect sufficient credit enhancement at the
current rating levels.  Most classes with affirmed ratings had
projected credit support that was near the original credit support
level.  For those deals structured with excess spread and
overcollateralization as credit enhancement, the current O/C
levels were at or near their target levels.  Cumulative losses for
the 2003 and 2004 vintages ranged from 1 to 19 bps of the
respective original principal balances.  Severe delinquencies for
the 2003 and 2004 vintages ranged from 1.19% to 4.76% of the
respective current principal balances.  The series mentioned in
this release have paid down to between 23.41% and 24.73% (2003
vintages) and between 19.16% and 50.46% (2004 vintages) of their
original balances, respectively.

The collateral consists of 30-year, adjustable-rate, Alt-A
mortgage loans secured by first liens on one- to four-family
residential properties.  The mortgage loans have an initial fixed-
rate period of three, five, seven, or 10 years, after which they
adjust annually or semiannually based on an index.


                          Ratings Raised

                     Bear Stearns Alt-A Trust

                                      Rating
                                      ------
                 Series   Class    To       From
                 ------   -----    --       ----
                 2003-3   B-1      AAA      AA+
                 2003-3   B-2      AA       A+
                 2003-3   B-3      A-       BBB
                 2003-5   B-2      AA+      AA
                 2003-5   B-3      A+       A
                 2003-6   B-3      A        A-
                 2004-1   B-1      AAA      AA+
                 2004-1   B-2      AA+      AA
                 2004-1   B-3      A-       BBB+
                 2004-2   B-1      AAA      AA+
                 2004-2   B-2      AA       A+
                 2004-2   B-3      BBB+     BBB
                 2004-5   M        AAA      AA+
                 2004-5   B-1      AA+      AA
                 2004-5   B-2      A+       A
                 2004-7   M        AAA      AA+
                 2004-9   B-1      AA+      AA
                 2004-9   B-2      A+       A
                 2004-11  II-B-1   AA+      AA
                 2004-11  II-B-2   A+       A

                      Ratings Affirmed

                  Bear Stearns Alt-A Trust

   Series  Class                                     Rating
   ------  -----                                     ------
   2003-3   I-A, I-X, II-A, II-X, III-A, IV-A        AAA
   2003-3   V-A, VI-A                                AAA
   2003-3   B-4                                      BB
   2003-3   B-5                                      B
   2003-5   1-A-1, I-X-A-1, I-A-2, I-X-A-2, I-A-3    AAA
   2003-5   I-X-A-3, II-A-1, II-A-2, II-X-A-2        AAA
   2003-5   III-A, IV-A, M, B-1                      AAA
   2003-5   B-4                                      BB
   2003-5   B-5                                      B
   2003-6   I-A-1, I-X-A-1, I-A-2, I-X-A-2, II-A-1   AAA
   2003-6   II-A-X-1, II-A-2, II-A-X-2, III-A, IV-A  AAA
   2003-6   M, B-1                                   AAA
   2003-6   B-2                                      AA+
   2003-6   B-4                                      BB
   2003-6   B-5                                      B
   2004-1   I-A-1, 1-X-A-1, I-A-2, I-X-A-2, II-A-1   AAA
   2004-1   II-X-A-1, II-A-2, II-X-A-2, II-A-3       AAA
   2004-1   II-X-A-3, III-A-1, III-X-A-1, IV-A-1     AAA
   2004-1   IV-X-A-1, V-A-1, M                       AAA
   2004-1   B-4                                      BB
   2004-1   B-5                                      B
   2004-2   I-A-1, I-X-A-1, I-A-2, I-X-A-2, II-A-3   AAA
   2004-2   I-A-3, II-A-1, II-X-A-1, II-A-2          AAA
   2004-2   II-X-A-2                                 AAA
   2004-2   II-X-A-3, III-A-1, III-X-A-1, IV-A-1     AAA
   2004-2   V-A-1, M                                 AAA
   2004-2   B-4                                      BB
   2004-2   B-5                                      B
   2004-3   A-1                                      AAA
   2004-3   M-1                                      AA
   2004-3   M-2                                      A
   2004-3   B                                        BBB
   2004-4   A-1                                      AAA
   2004-4   M-1                                      AA
   2004-4   M-2                                      A
   2004-4   B                                        BBB
   2004-5   I-A-1, II-A-1, II-A-2, II-X-A-2          AAA
   2004-5   III-A-1, IV-A-1, V-A-1, VI-A-1           AAA
   2004-5   B-3                                      BBB
   2004-5   B-4                                      BB
   2004-5   B-5                                      B
   2004-6   I-A, II-A-1, II-A-2, II-A-3, III-A       AAA
   2004-6   M-1                                      AA
   2004-6   M-2                                      A
   2004-6   B-1                                      BBB+
   2004-6   B-2                                      BBB
   2004-7   I-A-1, II-A-1, III-A-1                   AAA
   2004-7   B-1                                      AA
   2004-7   B-2                                      A
   2004-7   B-3                                      BBB
   2004-7   B-4                                      BB
   2004-7   B-5                                      B
   2004-8   I-A, II-A                                AAA
   2004-8   M-1                                      AA
   2004-8   M-2                                      A
   2004-8   B-1                                      BBB+
   2004-8   B-2                                      BBB
   2004-9   I-A-1, I-A-2, II-A-1, II-A-2, III-A-1    AAA
   2004-9   IV-A-1, V-A-1, VI-A-1, VII-A-1           AAA
   2004-9   B-3                                      BBB
   2004-9   B-4                                      BB
   2004-9   B-5                                      B
   2004-10  I-A-1, I-A-2, I-A-3, II-A-1, II-A-2      AAA
   2004-10  M-1                                      AA
   2004-10  M-2                                      A
   2004-10  B-1                                      BBB+
   2004-10  B-2                                      BBB
   2004-11  I-A-1, I-A-2, II-A-1, II-A-2, II-A-3     AAA
   2004-11  II-A-4, II-A-5, II-X-A-5, II-A-6a        AAA
   2004-11  II-A-6b                                  AAA
   2004-11  I-M-1                                    AA
   2004-11  I-M-2                                    A
   2004-11  I-B-1                                    BBB+
   2004-11  I-B-2, II-B-3                            BBB
   2004-11  II-B-4                                   BB
   2004-11  II-B-5                                   B
   2004-12  I-A-1, I-A-2, I-A-3, I-A-4, II-A-1       AAA
   2004-12  II-A-2, II-A-3, II-A-4, II-X-1, II-A-5   AAA
   2004-12  II-A-6, II-X-2                           AAA
   2004-12  II-M-1, II-B-1                           AA+
   2004-12  I-M-1, II-B-2                            AA
   2004-12  I-M-2, II-B-3                            A
   2004-12  I-B-1                                    BBB
   2004-12  I-B-2                                    BBB-
   2004-12  II-B-4                                   BB
   2004-12  II-B-5                                   B
   2004-13  I-A-1, I-A-2                             AAA
   2004-13  M-1                                      AA
   2004-13  M-2                                      A
   2004-13  B-1                                      BBB+
   2004-13  B-2                                      BBB


BISON BUILDING: Judge Mayer Converts Case to Chapter 7 Liquidation
------------------------------------------------------------------
The Honorable Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia converted Bison Building Company
LLC's Chapter 11 bankruptcy case to a Chapter 7 liquidation
proceeding.

As reported in Troubled Company Reporter on May 17, 2007, W.
Clarkson McDow, the U.S. Trustee for Region 4, told the Court
that the Debtor's bankruptcy case should be converted citing the
Debtor:

   1) has failed to timely file monthly operating reports with the
      Clerk of Court or the Trustee.  Failure to file monthly
      operating reports prevents the Trustee or other parties-in-
      interest from monitoring the financial condition of the
      Debtor;

   2) has accrued over $160,000 in post-petition accounts payable;

   3) has failed to pay quarterly fees owed to the Trustee; and

   4) has failed to file a proposed plan and disclosure statement
      although its case has been pending for almost six months.

Based in Springfield, Virginia, Bison Building Company LLC --
http://www.bisonbuildingcompany.com/-- is a custom home-builder.
The company filed for chapter 11 protection on Nov. 17, 2006
(Bankr. E.D. Va. Case No. 06-11534).  Darrell William Clark, Esq.,
at Stinson Morrison Hecker, LLP, represents the Debtor in its
restructuring efforts.  Bradford F. Englander, Esq., at Linowes
and Blocher LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from its
creditors, it listed total assets of $9,943,454, and total
liabilities of $12,367,901.


C-BASS 2002-CB6: Moody's Cuts Rating on Class B-2 and B-3 Certs.
----------------------------------------------------------------
Moody's Investors Service downgraded two certificates from one C-
BASS deal, issued in 2002.  The underlying assets in the
transaction consist of subprime residential mortgage loans.

The certificates are being downgraded based upon a decrease in
available credit enhancement.  This is attributed to an increase
in losses and a reduction in subordination as a result of passing
performance triggers and overcollateralization stepping down.  The
underlying pools in the transaction are below the 50 bp OC floor
as of the May 25, 2007 reporting date.

Complete rating actions are:

    * Issuer: C-BASS 2002-CB6 Trust

Downgrades:

    -- Series 2002-CB6; Class B-2, downgraded to Ba2 from Baa3;
    -- Series 2002-CB6; Class B-3, downgraded to Caa2 from Ba1.


CALDWELL PLUMBING: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Caldwell Plumbing Co., Inc.
        821 Childs Street
        Wheaton, IL 60187

Bankruptcy Case No.: 07-10463

Type of Business: The Debtor is a plumbing contractor.

Chapter 11 Petition Date: June 12, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Charles S. Stahl Jr., Esq.
                  703 Warrenville Road
                  Wheaton, IL 60187
                  Tel: (630) 871-8060
                  Fax: (312) 871-8061

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 19 Largest Unsecured Creditors:

   Entity                        Nature Of Claim      Claim Amount
   ------                        ---------------      ------------
Wheaton Bank & Trust Company     Blanket Security         $696,000
211 South Wheaton Avenue         interest on all of
Wheaton, IL 60187                Debtor's personal
                                 Property

                                 Automobile                $19,600

Wm. F. Meyer Co.                 Trade Debt               $210,362
1855 East New York Street
Aurora, IL 60505

Ferguson Enterprises, Inc.       Trade Debt               $192,487
191 South Mitchell Court
Addison, IL 60101-1427

Sandra Tenerelli                 Loans                    $150,000

LUI--Local 130                   Union Benefits           $119,787

Time Insulation Company, Inc.    Trade Debt               $101,828

National Plumbing & Heating      Trade Debt                $99,640

P.S. Coyote, Inc.                Trade Debt                $90,000

Pro-Power                        Business Loan             $87,113

Shapes Supply Company            Trade Debt                $81,488

Standard Pipe and Supply Co.     Trade Debt                $66,699

R.A. Daugherty Sales, Inc.       Trade Debt                $64,472

Sterling Supply, Inc.            Trade Debt                $61,492

Absolute Plumbing Supply Co.     Trade Debt                $57,485

Porter Pipe & Supply Co.         Trade Debt                $39,906

Gray Hunter Stenn LLP            Accounting Services       $18,959

Bornquist, Inc.                  Trade Debt                $11,444

Luczak Sales, Inc.               Trade Debt                 $7,136

Thelen Sand & Gravel, Inc.       Trade Debt                 $7,035


CANARGO ENERGY: Closes $15 Million Debt-to-Equity Conversion
------------------------------------------------------------
CanArgo Energy Corporation reported that at its annual meeting of
stockholders, the stockholders approved an increase in authorized
shares of common stock from 375,000,000 to 500,000,000.

The company also reported the closure of the conversion of
$15 million of its convertible debt into a portion of CanArgo's
interest in Tethys Petroleum Limited, leaving CanArgo with a 29.7%
interest in Tethys.

                      About CanArgo Energy

CanArgo Energy Corp. (AMEX: CNR) -- http://www.canargo.com/ --
is an oil and gas exploration and production company operating in
the oil and gas provinces of the former Soviet Union.  CanArgo is
currently focused primarily on Georgia in the Caucasus, and more
recently has become involved in the major hydrocarbon producing
country of Kazakhstan.  In Georgia, the company has been actively
exploring for new deposits of oil and gas, and is currently
appraising what could be a substantial new discovery of oil.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 26, 2007, LJ
Soldinger Associates LLC raised substantial doubt about the
ability of CanArgo Energy Corp. to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2006, and 2005.   The auditing firm stated that the
company may not have sufficient funds to execute its business
plan.


CAPITAL AUTO: S&P Puts Certificates' Ratings Under Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on six
classes of notes and certificates from three Capital Auto
Receivables Asset Trust securitizations originated between 2004
and 2006 on CreditWatch with positive implications.

The positive CreditWatch placements reflect the increased credit
enhancement as a percent of the current amortizing principal
balances and the strong performance of the underlying automobile
receivables originated by General Motors Acceptance Corp.  In
addition, current cumulative net losses of 1.02% (2004-2), 0.70%
(2005-1), and 0.24% (2006-1) are trending lower than S&P's initial
expectations.

Each transaction contains a fully funded, nondeclining reserve
account, which is 0.50% of the initial adjusted pool balance.  In
addition, these transactions are structured with
overcollateralization that continues to grow as a percent of the
current pool balances.

Over the next one to two months, Standard & Poor's will conduct a
detailed review of the credit performance and remaining credit
enhancement of each of the three transactions and determine
whether upgrades are warranted.


             Ratings Placed on Creditwatch Positive

              Capital Auto Receivables Asset Trust

                                    Rating
                                    ------
             Series   Class    To             From
             ------   -----    --             -----
             2004-2   C        A+/Watch Pos   A+
             2005-1   B        A/Watch Pos    A
             2005-1   C        BBB/Watch Pos  BBB
             2006-1   B        A/Watch Pos    A
             2006-1   C        BBB/Watch Pos  BBB
             2006-1   D        BB/Watch Pos   BB


CARIBOU RESOURCES: JED Oil Closes Acquisition of $26.7 Mil. Debt
----------------------------------------------------------------
JED Oil Inc. has completed the first step in its offer to Caribou
Resources Corp. to acquire all of its shares and settle with its
creditors.

JED Oil closed the acquisition of the debt and security position
held by Caribou's major secured creditor for approximately
$26.7 million.  JED and Caribou have also been negotiating the
final details of the formal agreements.

It is the goal of the company and Caribou that formal documents
for both the arrangements with Caribou's other creditors and
Caribou's shareholders and stock option holders will be finalized
in time to be presented at the next scheduled hearing in the Court
of Queen's Bench of Alberta in Calgary, today, June 14, 2007.

Caribou had filed for protection under the Canadian Companies'
Creditors Arrangement Act, which is similar to "Chapter 11"
protection in the U.S.  JED Oil's offer consists of payment in
full in cash to the major secured creditor of approximately
$26.7 million, which was completed June 8, 20007, plus payment in
cash to any creditors with security in priority to the major
secured creditor; payment in cash of approximately $345,500 plus
the issuance of 5 million JED common shares to the unsecured
creditors totaling approximately $17.7 million, and the issuance
of up to 4 million JED common shares for the acquisition of all of
the 39 to 40 million shares of Caribou on the basis of one common
share of JED for every 10 shares of Caribou held.  JED Oil has
delivered approximately $185,000 as a deposit with its offer.

Under the CCAA procedure, the Caribou offer must be selected as
the best offer for the creditors by the Court of Queen's Bench,
which will be addressed on the new hearing date of June 14, 2007.
The offer must then also be approved by Caribou's creditors and
Caribou's shareholders.  The issuance by JED of up to 9 million
common shares is also subject to the approval of JED's common
shareholders under the rules of the AMEX.  The settlement with
Caribou's creditors will be effected under a Plan of Arrangement
under the CCAA, and the acquisition of the shares of Caribou will
be effected under a Plan of Arrangement under the Business
Corporations Act (Alberta), which would also be an element of the
Plan of Arrangement under the CCAA.

Following completion of the transactions, Caribou would either
become a wholly-owned subsidiary of JED, or would amalgamate with
or be acquired by a wholly-owned subsidiary or affiliate of JED.

JED also announced that on June 8, 2007, it closed the previously
announced sale of its North Ferrier assets for approximately
$33.9 million.  A majority of the proceeds were utilized in the
acquisition of debt from Caribou's major secured creditor.

                           About JED Oil

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

                      About Caribou Resources

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

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


CENTERPOINT ENERGY: Fitch Affirms BB+ Rating on Trust Preferred
---------------------------------------------------------------
Fitch affirms the ratings of CenterPoint Energy, Inc. (Issuer
Default Rating 'BBB-') and its operating subsidiaries, CenterPoint
Energy Houston Electric (IDR 'BBB') and CenterPoint Energy
Resources Corp. (IDR 'BBB'). Approximately $6.8 billion of debt is
affected by rating actions.  The Rating Outlook for all three
issuers remains Stable.

CNP's ratings reflect dividend payments from largely regulated
operating subsidiaries, CEHE and CERC and a weak but improving
consolidated financial profile.  Approximately 85% of CNP's $1.045
billion of consolidated operating income in 2006 was generated by
regulated utility or pipeline operations, which are considered to
have relatively low operating risk.  The retail electric
deregulation process in Texas has been completed and commodity
price risks are now borne by consumers and retail electric
providers.  This transition to competitive retail markets reduced
the operating risk of CEHE.  The two FERC interstate pipelines
owned by CERC are strategically located in the heart of the U.S.
gas infrastructure and the gas distribution utilities generate
stable cash flows.

Liquidity is considered satisfactory.  Long term debt maturities
for the next five years are considered manageable. CNP and
subsidiaries had total availability under committed parent and
subsidiary credit facilities of approximately $2 billion as of
March 31, 2007.  In addition, there is an internal money pool.

Fitch's primary rating concerns include the still high leverage
and slow pace of de-leveraging of CNP and the risk of cost
recovery lags or under-recovery of costs at the electric or gas
utilities.  While Fitch considers CEHE's state regulatory
environment in Texas to have been somewhat difficult, the 2006
rate settlement provides rate certainty through June 2010 and
there is above average customer and demand growth.

CNP's consolidated credit ratios are weak relative to its 'BBB-'
peers, with an (FFO + interest)/interest ratio of 2.8 times for
the twelve months ended March 31, 2007.  However, the credit trend
has been positive for the last few years.  CEHE's credit metrics
are strong relative to its transmission and distribution utility
peers, with FFO coverage of 5.2x for the LTM March 2007 period and
CERC's ratios are in-line with its peer group.

An additional rating concern is the risks associated with
increases in capital spending.  CERC and CEHE are undertaking
capital expansion projects in an environment of rising labor and
material costs. Pipeline expansion initiatives at CERC include the
Carthage to Perryville (phase one is now complete) and the
Southeast Supply Header project and CEHE will invest in system
reliability and expansions.  A substantial portion of the capacity
on the expansion pipelines has been contracted and is expected to
provide steady cash flows following commercial operation.

The Stable Rating Outlook incorporates Fitch's expectation that
balance sheet leverage will trend down and CNP will issue a
balanced mix of debt and common equity for external funding
necessary to support capital spending plans.

Fitch has affirmed these ratings:

  CenterPoint Energy, Inc.

     -- Issuer Default Rating 'BBB-';
     -- Trust Preferred/Zens 'BB+';
     -- Senior Unsecured 'BBB-';
     -- Short Term IDR /Commercial paper 'F3'.

  CenterPoint Energy Resources Corp.

     -- Issuer Default Rating 'BBB';
     -- Senior Unsecured 'BBB';
     -- Trust Preferred/Conv. Sub Notes 'BBB-';
     -- Short Term IDR (new rating) 'F2'.

  CenterPoint Energy Houston Electric LLC

     -- Issuer Default Rating 'BBB';
     -- First Mtg. Bonds 'A-';
     -- General Mtg. Bonds 'BBB+';
     -- Unsecured credit Facility 'BBB';
     -- Short Term IDR (new rating) 'F2'.

The Rating Outlook is Stable.
Headquartered in Houston, Tex., CenterPoint Energy Inc., through
its subsidiaries, operates as a public utility holding company in
the U.S.  It operates in four segments that provide electric
transmission and distribution services, intrastate natural gas
sales and transportation, and owns and operates gas transmission
lines.  The Company is headquartered in Houston, Tex.


CHICAGO ATHLETIC: Files for Bankruptcy to Close Sale
----------------------------------------------------
Chicago Athletic Association, on Tuesday, filed for protection
under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy
Court for the Northern District of Illinois.

The Associated Press reports that the bankruptcy filing was
initiated in order for the company to sell its buildings.

The report discloses that a deal with Snider-Cannata Interests LLC
of Cleveland remains on hold as two classes of members are in a
row on how the proceeds should be divided.  The legal dispute is
currently pending in the Illinois Circuit Court for Cook County.
The deal, according to the report, is estimated at $31 million.

According to the report, the company's board hopes that with the
bankruptcy filing, the sale will close within 60 days.  Creditors
will be paid in full after the sale closes.

Chicago Athletic Association -- http://www.chicagoathletic.com/--  
operates a private club for athletics, dining, business and
lodging.


CHICAGO ATHLETIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chicago Athletic Association
        12 South Michigan Avenue
        Chicago, IL 60603

Bankruptcy Case No.: 07-10486

Type of Business: The Debtor was Chicago's premier private club
                  for athletics, dining, business and lodging.
                  At the CAA, members enjoyed the most extensive
                  athletic facilities in the city in a 24-hour
                  fitness center, complimentary personal training,
                  and fine dining.
                  See http://www.chicagoathletic.com/

Chapter 11 Petition Date: June 12, 2007

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Catherine L. Steege, Esq.
                  Jenner & Block LLP
                  One IBM Plaza
                  Chicago, IL 60611
                  Tel: (312) 222-9350
                  Fax: (312) 527-0484

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                       Nature Of Claim     Claim Amount
   ------                       ---------------     ------------
Peoples Energy Corp.            Natural Gas Service      $27,188
130 East Randolph Drive
24th Floor
Chicago, IL 60601-3207

Buedel Food Products, Inc.      Trade Creditor           $22,430
7661 South 78th Avenue
Bridgeview, IL 60455

KO Consulting                   Trade Creditor           $21,820
1317 Sunview Lane
Winnetka, IL 60093

Aetna U.S. Healthcare           Employee Benefits        $18,958

Commonwealth Edison             Electric Service         $18,919

William J. Harte, Ltd.          Legal Services           $17,515

Hedberg Tobin                   Legal Services           $17,022
Flaherty & Whalen

Sysco Food Services of          Trade Creditor           $10,581
Chicago, Inc.

ACM Elevator Company            Trade Creditor            $8,872

Alsco American Linen Division   Trade Creditor            $7,075

Big Apple Finer Foods           Trade Creditor            $6,627

Wabash Seafood Company          Trade Creditor            $6,363

Central Pension Fund            Employee Benefits         $4,239

McLeod USA                      Telephone Service         $3,327

On Time Promotions              Trade Creditor            $3,259

Horvath Reich CDC Inc.          Trade Creditor            $3,217

Fore Supply Company             Trade Creditor            $2,939

Aetna                           Employee Benefits         $2,889

Badger Murphy Food Service      Trade Creditor            $2,815

Alliance Capitol                Employee Benefits         $2,406


CITIFINANCIAL: Moody's Cuts Rating to Ba3 on Class M-4 Certs.
-------------------------------------------------------------
Moody's Investors Service upgraded nineteen tranches issued by
CitiFinancial Mortgage Securities Inc while downgrading one such
tranche.

Additionally, Moody's has confirmed the rating of the MV-4 class
of CitiFinancial's 2003-1 securitization.  The underlying
collateral of each transaction consists of subprime, first-lien
mortgage loans.

These actions are based on a systematic review of all Moody's
rated CFMSI transactions.  Those tranches being upgraded have
experienced substantially lower than anticipated cumulative losses
to date.  The lone downgrade is based on the current pace of
losses relative to available enhancement.

   * Issuer: CitiFinancial Mortgage Securities Inc. 2002-1

     -- Class M-4, downgraded to Ba3, previously Baa3.

   * Issuer: CitiFinancial Mortgage Securities Inc. 2003-1

     -- Class MV-4, Confirmed Baa3.

   * Issuer: CitiFinancial Mortgage Securities Inc. 2003-2

   * Class MF-1, upgraded to Aaa, previously Aa2;

     -- Class MF-2, upgraded to Aa3, previously A2.

   * Issuer: CitiFinancial Mortgage Securities Inc. 2003-3

     -- Class MF-1, upgraded to Aaa, previously Aa2;
     -- Class MF-2, upgraded to Aa2, previously A2;
     -- Class MF-3, upgraded to A3, previously Baa2.

   * Issuer: CitiFinancial Mortgage Securities Inc. 2003-4

     -- Class MF-1, upgraded to Aaa, previously Aa1;
     -- Class MF-2, upgraded to Aaa, previously Aa2;
     -- Class MF-3, upgraded to Aaa, previously Aa3;
     -- Class MF-4, upgraded to Aa2, previously A1;
     -- Class MF-5, upgraded to Aa3, previously A2;
     -- Class MF-6, upgraded to A1, previously A3;
     -- Class MF-7, upgraded to A3, previously Baa1.

   * Issuer: CitiFinancial Mortgage Securities Inc. 2004-1

     -- Class MF-1, upgraded to Aaa, previously Aa1;
     -- Class MF-2, upgraded to Aaa, previously Aa2;
     -- Class MF-3, upgraded to Aaa, previously Aa3;
     -- Class MF-4, upgraded to Aa2, previously A1;
     -- Class MF-5, upgraded to Aa3, previously A2;
     -- Class MF-6, upgraded to A1, previously A3;
     -- Class MF-7, upgraded to A3, previously Baa1.


CYBERONICS INC: April 27 Balance Sheet Upside-Down by $16.1 Mil.
----------------------------------------------------------------
Cyberonics Inc. reported results for the fourth quarter and
fiscal year ended April 27, 2007.  The company's balance sheet
as of April 27, 2007, reflected total assets of $13.6 million,
total liabilities of $15.7 million, resulting in a total
stockholders' deficit of $16.1 million.

The company's April 27 balance sheet also reflected strained
liquidity with total current assets of $125,427,257 and total
current liabilities of $153,411,928.

                 Fourth Quarter and Yearly Results

Net loss was $51.2 million for fiscal 2007, compared to
$59.1 million for the prior fiscal year.  Net loss for the fourth
quarter of fiscal 2007 was $10.8 million, compared to a net loss
of $4.3 million or $0.17 per share in the fourth quarter of
fiscal 2006.

Net sales for fiscal year 2007 were a record $131 million,
compared to $123.4 million for the prior fiscal year.  Fiscal 2007
net sales included $111.1 million from the U.S. market and
$19.9 million from international, compared to net sales of
$107.9 million and $15.5 million, respectively, for the prior
fiscal year.  Sales for the fourth quarter of fiscal 2007
decreased by $4.6 million to $31.4 million, compared to the fourth
quarter of fiscal 2006 and showed a modest decline of $200,000,
compared to the third quarter of fiscal 2007.

Gross profit margin for fiscal 2007 was 86.1%, compared to a gross
profit margin of 87.2% for the prior fiscal year.

Operating expenses for fiscal 2007 were $162.2 million, compared
to $166.9 million for the prior fiscal year.  Fiscal 2007
operating expenses included reductions of $38.7 million in
marketing and sales expenses and $5.6 million in engineering,
clinical and regulatory expenses, but also include non-cash
charges in the amount of $18.7 million and $20.5 million in
special charges.  Fiscal 2006 operating expenses included
$2.2 million in special charges for a reduction in force.

"During our 2007 fiscal year, the Cyberonics team made very good
progress in significantly decreasing recurring operating expenses
and bringing our spending more in line with current revenues,"
commented Dan Moore, Cyberonics' president and chief executive
officer.

"As a result, Cyberonics is positioned entering fiscal year 2008
to focus on its key initiatives.  We are working diligently to
achieve our goals of near-term positive cash flow and
profitability by focusing on increasing epilepsy market
penetration while realigning our spending in the depression market
based on the current reimbursement environment.  We expect
operating results to improve in our 2008 fiscal year.  We also
intend to explore ways to bring VNS technology to some of our
other patented indications by working with other companies. We
remain committed to improving the lives of people touched by
epilepsy, depression and other chronic disorders that may prove to
be treatable with our patented VNS Therapy."

                        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.


DAIMLERCHRYSLER AG: Elects to Redeem Term Assets of Trust
---------------------------------------------------------
DaimlerChrysler AG has elected to redeem the term assets of the
trust on June 29, 2007, at a redemption price equal to par plus a
make-whole amount to be determined two business days prior to the
Redemption Date.

The company has notified the U.S. Bank Trust National Association,
as Trustee, under the Base Trust Agreement dated as of May 21,
1998, as supplemented by the Series C 1998-6 Supplement dated as
of May 21, 1998, between Structured Products Corp. and the
Trustee.

If the Trustee receives the redemption payment on the Redemption
Date, then the Amortizing Certificates issued by the TIERS
Corporate Bond-Backed Certificates Trust C 1998-6 will be redeemed
in full on the Redemption Date at a price equal to 55.49314% of
the redemption payment received by the Trustee and the ZTF
Certificates issued by the Trust will be redeemed in full on the
Redemption Date at a price equal to 44.50686% of the redemption
payment received by the Trustee.  If the Amortizing Certificates
are redeemed in full on the Redemption Date, no interest will
accrue on the Amortizing Certificates after the Redemption Date.
If the Trustee does not receive the redemption payment, the
certificates will not be redeemed.

For more information about these redemptions, please contact Janet
O'Hara of U.S. Bank Trust National Association at 212-361-2527.

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

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

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

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

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


DANKA BUSINESS: Delays Reporting of Fourth Quarter Results
-----------------------------------------------------------
Danka Business Systems PLC reported on June 11, 2007 that it will
postpone release of fourth quarter results pending completion of
the company's upcoming refinancing plan.

Proceeds from this financing would be used in conjunction with the
proceeds of the previously completed sale of its European
operations to reduce and refinance the company's existing debt.

The company expects to complete these actions and reschedule its
fourth quarter release and conference call in the near future in
order to be in a position to reflect these actions in its release.

                         About Danka

Danka Business Systems PLC -- http://www.danka.com/-- provides
enterprise imaging systems and services.

                       *     *     *

Danka Business Systems Plc continues to carry Moody's B3 ratings
on the company's long-term corporate family, senior unsecured
debt, and probability-of-default ratings.  The ratings outlook
remains negative.

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


DOLLAR GENERAL: Fitch Cuts & Withdraws Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has downgraded and simultaneously withdrawn Dollar
General Corporation's ratings:

     -- Issuer Default Rating to 'B-' from 'B+';
     -- Senior unsecured notes to 'B-' from 'B+'.

Dollar General's bank credit facility rating of 'BBB-' has also
been withdrawn.

Fitch will no longer provide ratings or analytical coverage on
Dollar General Corporation.

Based in Goodlettsville, Tennessee, Dollar General Corp. (NYSE:
DG) -- http://www.dollargeneral.com/-- is a Fortune 500(R)
discount retailer with 8,276 neighborhood stores as of
Nov. 24, 2006.  Dollar General stores offer convenience and value
to customers by offering consumable basic items that are
frequently used and replenished, such as food, snacks, health and
beauty aids, and cleaning supplies, as well as a selection of
basic apparel, house wares, and seasonal items at everyday low
prices.


DOLLAR GENERAL: Moody's Holds Ratings on Revised Capital Structure
------------------------------------------------------------------
Moody's Investors Service affirmed Dollar General Corporation's
corporate family rating at B3 following the company's announcement
of revisions to its proposed capital structure, notably, KKR
increasing its equity investment to $2.775 billion with a
corresponding reduction in proposed debt to $4.7 billion.

The rating outlook remains stable.

These ratings are affirmed:

   -- Corporate family rating at B3;
   -- Probability of default rating at B3;
   -- $2.43 billion term loan B at B3; LGD3-44%;
   -- $1.35 billion senior unsecured notes at Caa1; LGD4-68%;
   -- $550 million senior subordinated notes at Caa2; LGD6-94%;
   -- Speculative grade liquidity rating at SGL-3.

This rating remains on review for possible downgrade:

   -- $200 million 8.625% senior unsecured notes at Ba2.

All ratings are conditioned upon review of final documentation.
The company's existing $200 million senior unsecured notes,
currently Ba2 on review for possible downgrade, are expected to be
redeemed upon closing of the acquisition.  The notes will remain
Ba2 on review for possible downgrade to be withdrawn upon their
successful redemption.

The transaction value of approximately $7.6 billion will largely
be financed with debt.  The revised capital structure is as
follows:

   -- $2.43 billion term loan B (about 32% of the transaction
      value);

   -- $1.35 billion of senior unsecured notes (about 18%);

   -- $550 million of senior subordinated notes (about 7%);

   -- $302 million of borrowings under its new unrated $1
      billion asset based revolver (about 4%);

   -- nearly $111 million of excess cash (about 1%); and

   -- approximately $2.775 billion in common equity contributed
      by KKR (about 37%).

The B3 corporate family rating and stable outlook primarily
reflects Dollar General's weak capital structure pro forma for the
company's acquisition by KKR, the resulting weak credit metrics
predominantly appropriate for the Caa rating level, and the
company's need to address its recent weak operating margins.  The
rating category also reflects Moody's expectation that credit
metrics will remain weak, split between the Caa and B rating
levels, over the next eighteen months as a result of its weak
capital structure and the time it will take for the company to
address its operating margin performance.  Given that free cash
flow will be very limited, Moody's expects that it will likely
take between 24 and 30 months before Debt/EBITDA falls comfortably
below 7.0 times.

The rating category considers the company's primary operating
weakness; its current level of EBITA margin (5% after adjusting
for the impact of the Project Alpha initiatives) which is well
below its historical levels and its peer group average.  It is
Moody's opinion that Dollar General's historical margins were
likely higher than they would have been had the company followed
the industry norm of clearing its excess inventory.  The company
did not previously mark down to clear out its unsold inventory at
the end of its season, but instead opted to pack it away for the
next year.  As a result of the build-up of aged inventory, the
company began actively clearing its pack away inventory during
fiscal 2007 and this process will continue into 2008.  The
company's shift to the industry norm of clearing its inventory
through markdowns will likely constrain margins going forward.  In
the short term, the company intends to stabilize its margin level
at nearly 5% by focusing on creating a more productive store and
optimizing its real estate portfolio by accelerating its remodels
and relocations while slowing down its new store growth.  In order
to improve its margins over the longer term to its historic
levels, the company has implemented several long term initiatives
to improve profitability.  These initiatives include:

   -- instituting price optimization (market pricing versus
      national pricing);

   -- increasing the amount of directly sourced imports; and

   -- improving its merchandising assortment/mix.

The weak capital structure, corresponding weak credit metrics, and
the time needed to address the weak EBITA margins largely offset
the strong qualitative business profile of this retailer, which
include; its modest product volatility, its significant national
coverage, and its strong competitive position in the convenience
discount market.

Dollar General Corporation, headquartered in Goodlettsville,
Tennessee, operates 8,260 extreme value general merchandise stores
in 35 states.  Revenues for the fiscal year ended February 2, 2007
were nearly $9.2 billion.


DOLLAR GENERAL: Leveraged Buyout Prompts S&P to Lower Rating to B
-----------------------------------------------------------------
Standard & Poor's Rating Services lowered its ratings on
Goodlettsville, Tennessee-based Dollar General Corp., including
the corporate credit rating to 'B' from 'BB+'.  The ratings were
removed from CreditWatch.  The outlook is negative.

At the same time, Standard & Poor's assigned a 'B+' rating to the
company's planned $2.43 billion term loan B due 2014.  This rating
and the '2' recovery rating indicate Standard & Poor's expectation
for a substantial (70%-90%) recovery in the event of payment
default.

Standard & Poor's also assigned 'CCC+' ratings to the company's
planned $1.35 billion senior unsecured notes due 2015 and its
$550 million senior subordinated notes due 2017.

"The large debt issuances and accompanying downgrade result from
the leveraged buyout of Dollar General by private equity firm
Kohlberg Kravis Roberts & Co.," said Standard & Poor's credit
analyst John Thieroff.  KKR is paying about $7.5 billion for
Dollar General, including a modest amount of existing debt and
transaction fees, or about 11.6x normalized 2006 EBITDA.

The ratings on Dollar General reflect its very highly leveraged
capital structure, recent execution difficulties that have
resulted in falling operating margins, and the company's
participation in the highly competitive discount retail
environment.


EMISPHERE TECH: Medical Research VP Ehud Arit to Leave Office
-------------------------------------------------------------
Emisphere Technologies Inc and Ehud Arbit, Vice President of
Medical Research, by mutual agreement on June 11, 2007 have
determined that Mr. Arbit would separate from the Company
effective June 22, 2007.

Headquartered in Tarrytown, New York, Emisphere Technologies Inc.
(NasdaqGM: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company charting new frontiers in drug delivery.
The company develops oral forms of injectable drugs, either alone
or with corporate partners, by applying its proprietary eligen(R)
technology to these drugs.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 19, 2007,
PricewaterhouseCoopers LLP expressed substantial doubt about
Emisphere Technologies Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006 and 2005.  The auditing firm pointed to
the company's operating losses, limited capital resources and
significant future commitments.


EXTENDICARE REIT: Inks Deal to Obtain 35% Stake in Canada Life
--------------------------------------------------------------
Extendicare Real Estate Investment Trust has entered into an
agreement with the Canada Life Assurance Company, pursuant to
which it will receive for its approximate 35% equity interest in
Crown Life Insurance Company aggregate consideration of
approximately $85 million which will consist of approximately
$66 million in cash and the balance in securities.

The consideration will be received by Crown Life cash and asset
dividend and a cash payment from Canada Life for the shares of
Crown Life.  The consideration is subject to a post closing
adjustment to take into account the earnings of Crown Life from
March 31, 2006, to the closing date, compared to the estimated
earnings used for purposes of the closing and certain negotiated
balance sheet amounts used for purposes of the closing, and the
actual amounts to be determined within 75 days after closing
including the differences in values of investments which are not
allocated to policy liabilities, accrued interest on certain
investments and certain insurance liabilities.

Under the agreement, Extendicare is responsible for certain
possible specified contingent claims against Crown Life of up to
approximately $19.1 million and in support of such claims, will
deliver letters of credit in such amount.  Depending on the type
of contingent liability, the letters of credit will have various
terms from 5 to 15 years.  Based upon the assessment of Crown Life
senior management, Extendicare's senior management has concluded
that Extendicare's aggregate liability for such claims will be in
the range of $3.5 to $7 million.

Subject to usual Canadian and U.S. regulatory approvals, the
transaction is expected to close by mid July 2007.

Extendicare has also entered into an agreement with HARO Financial
Corporation pursuant to which it will sell to HARO its interests
in certain securities it receives on the Crown Life dividend and
will purchase from HARO its interests in certain securities that
HARO receives on the Crown Life dividend.  As a result of this
purchase and sale of securities, Extendicare will receive net cash
proceeds of approximately $15 million.

                       About Extendicare REIT

Extendicare REIT (TSX: EXE.UN) is the parent of an indirect wholly
owned subsidiary, Extendicare Inc.  The company is a provider of
long-term care and related services in North America.  Through its
subsidiaries, Extendicare Inc. operates 234 nursing and assisted
living facilities in North America, with capacity for almost
26,900 residents.  As well, through its operations in the United
States, Extendicare Inc. offers medical specialty services such as
subacute care and rehabilitative therapy services, while home
health care services are provided in Canada.  Extendicare Inc.
employs approximately 33,100 people in North America.

                           *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Moody's Investors Service has assigned a B1 Corporate Family
Rating to Extendicare Real Estate Investment Trust.  Extendicare
is a healthcare REIT and operator that provides skilled nursing
facility care and related services in Canada and the USA.


FBR SECURITIZATION: S&P Cuts Rating on Class M-10 to BB from BBB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-
10 from FBR Securitization Trust 2005-2.  The rating remains on
CreditWatch with negative implications, where it was placed on
April 25, 2007.  Concurrently, S&P placed its rating on class M-10
from FBR Securitization Trust 2005-3 on CreditWatch with negative
implications.  At the same time, S&P affirmed its ratings on the
remaining classes from these transactions and three other FBR
Securitization Trust series.

The lowered ratings and CreditWatch placements reflect S&P's
concerns over the high delinquencies for the collateral pools
backing series 2005-2 and 2005-3.

As of the May 2007 remittance period, overcollateralization for
the pool backing series 2005-2 was on target at $11.40 million;
however, the loans in foreclosure and REO amounted to $112.18
million.  Cumulative realized losses have reached $13.74 million,
or 0.60% of the original pool balance.  Total delinquencies and
severe delinquencies (90-plus-days,foreclosures, and REOs)
constitute 17.60% and 9.97% of the current pool balance,
respectively.  The projected credit support is no longer
sufficient to support the prior rating on class M-10.

As of the May 2007 remittance period, O/C for the pool backing
series 2005-3 was on target at $19.85 million; however, the loans
in foreclosure and REO amounted to $84.91 million.  Cumulative
realized losses have reached $5.88 million, or 0.61% of the
original pool balance.  Total delinquencies and severe
delinquencies constitute 26.00% and 16.07% of the current pool
balance, respectively.

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

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

Credit support for these transactions is derived from a
combination of subordination, excess interest, and O/C.  Series
2005-1 also benefits from note insurance issued by Financial
Security Assurance Inc. ('AAA').

The collateral backing these transactions consists of pools of
fixed- and adjustable-rate subprime mortgage loans secured by
first and second liens on one- to four-family residential
properties.


     Rating Lowered and Remaining on Creditwatch Negative

               FBR Securitization Trust 2005-2

        Series      Class      To               From
        ------      -----      --               ----
        2005-2      M-10       BB/Watch Neg     BBB-/Watch Neg


             Rating Placed on Creditwatch Negative

               FBR Securitization Trust 2005-3

         Series      Class      To               From
         ------      -----      --               ----
         2005-3      M-10       BBB-/Watch Neg   BBB-


                       Ratings Affirmed

                   FBR Securitization Trust

      Series      Class                               Rating
      ------      -----                               ------
      2005-1      A-1, A-2                            AAA
      2005-2      A-V1, AV2-1A, AV2-1B1, AV2-1B2      AAA
      2005-2      AV2-2, AV2-3A, AV2-3B1, AV2-3B2     AAA
      2005-2      M-1                                 AA+
      2005-2      M-2                                 AA
      2005-2      M-3                                 AA-
      2005-2      M-4                                 A+
      2005-2      M-5                                 A
      2005-2      M-6                                 A-
      2005-2      M-7                                 BBB+
      2005-2      M-8                                 BBB
      2005-2      M-9                                 BBB-
      2005-3      A-V1, AV2-1, AV2-2, AV2-3, AV2-4    AAA
      2005-3      M-1                                 AA+
      2005-3      M-2                                 AA
      2005-3      M-3                                 AA-
      2005-3      M-4                                 A+
      2005-3      M-5                                 A
      2005-3      M-6                                 A-
      2005-3      M-7                                 BBB+
      2005-3      M-8                                 BBB
      2005-3      M-9                                 BBB-
      2005-4      A-V1, AV2-1, AV2-2, AV2-3, AV2-4    AAA
      2005-4      M-1, M-2, M-3                       AA+
      2005-4      M-4, M-5                            AA
      2005-4      M-6                                 AA-
      2005-4      M-7, M-8                            A+
      2005-4      M-9                                 A-
      2005-4      M-10                                BBB+
      2005-4      M-11                                BBB
      2005-4      M-12                                BBB-
      2005-5      A-V1, AV2-1, AV2-2, AV2-3, AV2-4    AAA
      2005-5      M-1, M-2, M-3                       AA+
      2005-5      M-4, M-5, M-6                       AA
      2005-5      M-7                                 A+
      2005-5      M-8                                 A
      2005-5      M-9                                 A-
      2005-5      M-10                                BBB
      2005-5      M-11, M-12                          BBB-


FIRST DATA: Completes Acquisition of FundsXpress
------------------------------------------------
First Data Corp. has completed its acquisition of FundsXpress.

The complementary capabilities of First Data and FundsXpress will
result in a broad and robust suite of products for secure
electronic commerce and Internet banking transactions.

Financial terms were not disclosed.

                        About FundsXpress

FundsXpress provides online banking and bill payment services for
consumers and small businesses.

                          About First Data

First Data Corp. (NYSE: FDC) -- http://www.firstdata.com/--  
provides electronic commerce and payment solutions for businesses
worldwide.  The company's portfolio of services and solutions
includes merchant transaction processing services; credit, debit,
private-label, gift, payroll and other prepaid card offerings;
fraud protection and authentication solutions; electronic check
acceptance services through TeleCheck; as well as Internet
commerce and mobile payment solutions.  The company's STAR Network
offers PIN-secured debit acceptance at 2 million ATM and retail
locations.

                          *     *     *

As reported in the Troubled Company Reporter on April 4, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on First Data Corp. to 'BB+' from 'A' and placed it on
CreditWatch with negative implications.   The rating action
followed First Data's agreement to be acquired by Kohlberg
Kravis Roberts & Co. in a transaction valued at about $29 billion.


FIRST FRANKLIN: Moody's Rates Class B-4 Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by First Franklin Mortgage Loan Trust, Series
2007-FFC, and ratings ranging from Aa3 to Ba1 to the mezzanine and
subordinate certificates in the deal.

The securitization is backed by fixed-rate closed end second
mortgage loans acquired by Merrill Lynch Mortgage Lending, Inc.
and First Franklin Financial Corporation.  The collateral was also
originated by First Franklin.  The ratings are based primarily on
the credit quality of the loans, and on the protection offered by
subordination, overcollateralization, excess spread, and a
certificate guaranty insurance policy for the class A certificates
only.  Moody's expects collateral losses to range from 12.65% to
13.15%.

National City Home Loan Services, Inc. will service the loans.
Moody's has assigned National City Home Loan Services, Inc. its
servicer quality rating of SQ2 as a primary servicer of second-
lien subprime loans.

The complete rating actions are:

   * First Franklin Mortgage Loan Trust, Series 2007-FFC

   * Mortgage Loan Asset-Backed Certificates, Series 2007-FFC

                     Class A-1, Assigned Aaa
                     Class A-2A, Assigned Aaa
                     Class A-2B, Assigned Aaa
                     Class M-1, Assigned Aa3
                     Class M-2, Assigned A1
                     Class M-3, Assigned A2
                     Class M-4, Assigned A3
                     Class B-1, Assigned Baa1
                     Class B-2, Assigned Baa2
                     Class B-3, Assigned Baa3
                     Class B-4, Assigned Ba1


FORD MOTOR: Inks MOU with Meridian for Sale of Sandusky Plant
-------------------------------------------------------------
Ford Motor Company and Meridian Automotive Systems signed a
memorandum of understanding, outlining a framework for the sale
of Automotive Components Holdings' lighting business and its
Sandusky, Ohio plant.  With the MOU, ACH has sold one plant and
signed MOUs related to eight additional plants during the past
six months.

The primary product produced at the ACH Sandusky Plant is
automotive lighting, including front, rear and signal lights.
These products are found on a number of Ford vehicles from the
Focus to the Expedition, and about 60 percent of Ford's North
American vehicle production.

"This announcement represents more progress with our Way Forward
plan," said Mark Fields, Ford's president of The Americas.  "The
successful approach Ford is taking with our component operations
-- including selling or idling our ACH facilities -- will help us
achieve our commitment to reduce overall operating costs by
$5 billion by the end of 2008."

Other ACH businesses in negotiations for final agreement and
sale include glass, fascias and fuel tanks, climate control
systems, propshafts, and power transfer units.  The ACH fuel
rail business and its El Jarudo subsidiary were sold at the
end of the first quarter.

"The response from the marketplace has been better than
expected," said Al Ver, ACH CEO and COO and Ford Motor
Company vice president.  "We believe that is due, in large
measure, to the significant improvement in the quality,
on-time delivery and cost-effectiveness of our operations
during the past year and a half."

Automotive Components Holdings is a temporary company
managed by Ford, which was established in October 2005
with former Visteon component operations.  ACH's mission
is to ensure the flow of quality components and systems
while preparing the ACH automotive component operations
for sale or idling.  To date, the $4 billion company and
its 12 plants are supported by about 12,000 full-time
employees, mostly leased from Visteon or Ford.

"Acquiring the Sandusky, Ohio facility is a logical
extension of our engineering and manufacturing expertise
in lighting," said Richard Newsted, Meridian's president
and CEO.

"We are excited about the opportunity to improve the
long-term competitive position of this operation and
expand our strengths and capabilities in lighting
technology."

The sale is contingent upon reaching a new and competitive
agreement with the United Auto Workers.

                       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.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom. The company also distributes its brands in various Latin-
American regions, including Argentina and Brazil.

                          *     *     *

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 US$3-billion of senior convertible notes due
2036.


GATOR COCHRAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Gator Cochran Construction, Inc.
        114 Oakhurst Drive
        N. Augusta, SC 29860

Bankruptcy Case No.: 07-11037

Type of Business: The Debtor is a commercial project contractor.

Chapter 11 Petition Date: June 12, 2007

Court: Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtor's Counsel: James T. Wilson, Jr., Esq.
                  James T. Wilson, Jr., P.C.
                  945 Broad Street, Suite 420
                  P.O. Box 2112
                  Augusta, GA 30903
                  Tel: (706) 722-4933
                  Fax: (706) 722-0472

Total Assets: $120,576

Total Debts:  $1,777,532

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


GLOBAL POWER: Wants Exclusive Plan-Filing Period Extended
---------------------------------------------------------
Global Power Equipment Group Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware gave to
extend until Oct. 1, 2007, their exclusive period to file a
chapter 11 plan of reorganization, the Associated Press Reports.
The Debtors also want their exclusive period to solicit
acceptances of that plan to Nov. 30, 2007.

The company's exclusive plan-filing period is set to expire on
July 10, 2007.

According to the report, the Debtors are still in talks with the
Official Committee of Unsecured Creditors and the Official
Committee of Equity Security Holders.  The Debtors contend, AP
relates, the extension would allow them additional time to better
formulate a consensual chapter 11 reorganization plan.

Based in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka
GEEG Inc. -- http://www.globalpower.com/-- provides power
generation equipment and maintenance services for its customers in
the domestic and international energy, power and infrastructure
and service industries.  The company designs, engineers and
manufactures a range of heat recovery and auxiliary equipment
primarily used to enhance the efficiency and facilitate the
operation of gas turbine power plants as well as for other
industrial and power-related applications.  The company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors reported total assets of $381,131,000 and total debts
Of $123,221,000.


GREEN EARTH: Moody's Rates $91 Mil. Sr. Sec. Facilities at (P)B3
----------------------------------------------------------------
Moody's Investors Service assigned a (P)B3 rating to the
$91 million in first lien senior secured credit facilities to be
issued by Green Earth Fuels of Houston, LLC.

The facilities will consist of a $20 million term loan, a $61
million synthetic letter of credit facility and a $10 million
revolving credit facility.  The rating outlook is stable.

Proceeds from the transaction will be used together with a $25
million second lien term loan to complete the construction of a
biodiesel production facility, repay a portion of the sponsors'
cash equity investment, satisfy working capital needs and provide
credit support to the project's feedstock suppliers and hedge
counterparties.  The rated facilities will be secured by a first
priority lien on all Green Earth's assets, accounts, material
agreements, and equity.

The project will consist of two processing trains with a projected
combined biodiesel production capacity of 86 million gallons per
year (43 million gallons per train).  The facility is located on
the Kinder Morgan liquids terminal in Galena Park, Texas along the
northern shore of the Houston Ship Channel.  The project will
convert vegetable oil feedstock into biodiesel using a relatively
simple and well established chemical process.  The output serves
as a substitute for petroleum diesel motor fuel and/or home
heating oil, but is expected to be used primarily in blends.

The project's design provides it with the flexibility to utilize
any vegetable oil, while its strategic location enables it to
source its feedstock from various regions.  The primary sources
are expected to be domestically produced soybean oil and palm oil
imported from Southeast Asia.  Output and capacity are expected
both to be sold to local diesel terminal operators and/or exported
to Europe under contracts of varying terms and quantities.
Initially, 91% of the production capacity will be hedged through
the end of 2008 and 50% through 2009, along with a corresponding
quantity of feedstock.  Both of the production trains are
currently under construction.  The first train is expected to
achieve commercial operation as early as July 2007, with the
second train scheduled to begin operations in September and the
hedges and contracts commencing in October.

According to Moody's analyst Aaron Freedman, "both the project and
the biodiesel industry as a whole are heavily dependent on a
federal tax credit that is currently due to expire at the end of
2008 -- without the benefit of the tax credit, the project cannot
cover its feedstock costs, let alone its fixed costs. However, the
credit facilities are structured to substantially mitigate the
risk that the legislature will fail to renew the tax credit."  The
term loan is scheduled to mature at the same time that the tax
credit currently expires and until the tax credit is extended, the
issuer will be prohibited from entering into contracts or hedges
that extend beyond the end of 2008 and require it to post L/Cs,
unless those contracts are cancelable without penalty.

While the term loan is sized to be fully repaid from hedged cash
flows, if receivables exceed just five to ten days sales, there
could be an insufficiency of funds to fully repay the first lien
term loan at its maturity (though full recovery would be expected
shortly thereafter), even after taking into consideration the
expected net availability under the debt service reserve fund.
Furthermore, if the tax credit is extended, the revolver and the
synthetic L/C facility (the terms of which extend well beyond the
expiration of most of the current hedging arrangements), will face
significant merchant exposure.  Given the lack of correlation in
the prices of the project's inputs and outputs, this exposure will
leave lenders very vulnerable to small swings in highly volatile
commodity prices.  The company will covenant to maintain
sufficient hedging to provide 1.5 times debt service coverage from
hedged cash flows alone on both a four quarter look-forward and
look-back basis, and to hedge at least 80% of its exposure to
feedstock or biodiesel price volatility arising from any biodiesel
sales or feedstock purchase agreement it enters into. In Moody's
opinion, however, it is uncertain at this time whether the company
will continue to be able to enter into such hedges on an economic
basis.

The rating considers these additional areas of credit concern as
well:

   * Projected financial metrics appear to be quite robust, with
     a minimum consolidated debt service coverage of 3.7x and an
     average of 5.5x in the sponsor's base case.  In fact,
     however, these metrics are based upon optimistic
     assumptions of $68 per barrel for crude oil and $0.315 per
     lb. for feedstock, which are above and below current market
     prices respectively.

   * Furthermore, the metrics are highly sensitive to relatively
     small variations in the cost of these highly volatile
     commodities.  Moody's calculates that cash available for
     debt service turns negative if oil prices drop to $62 per
     barrel or feedstock prices rise just 10% to $0.35 per lb.

   * Potentially limited supply of feedstock given growing
     demand in the expanding biodiesel industry is expected to
     result in continued price pressures.

   * Greater competition expected in the biodiesel market, which
     could lead to significant overcapacity and downward pricing
     pressure if demand growth does not materialize as forecast.

   * Basis risk between Green Earth's heating oil hedge and the
     price of its biodiesel output.  Though the price of the two
     commodities has historically been highly correlated, and
     the company's projected spread appears relatively
     conservative compared to recent averages, Moody's believes
     the pricing relationship between the two could change if
     biodiesel production capacity exceeds demand.  Moreover,
     there is substantial volatility in day-to-day price
     movements that may limit the effectiveness of the hedge.

   * Marketing and distribution challenges due both to the need
     to segregate biodiesel from petroleum diesel in the
     distribution channel and to the vertically integrated
     nature of many distributors.

These concerns are somewhat offset by these strengths and
opportunities:

   * Right-way risk theoretically mitigates mark-to-market
     exposure to favorable price movements under offtake hedging
     agreements.  However, this is offset by the potential that
     unfavorable movements in feedstock prices could outweigh
     the impact of the stronger biodiesel sales prices on the
     project's unhedged production capacity.

   * Substantial forecast growth in demand is projected by the
     market consultant to support stable pricing relative to
     petroleum diesel despite the increase in supply.

   * Green Earth will be one of the largest biodiesel producers
     in the country, providing it with economies of scale that
     enable it to provide essential quality controls.
     Additionally, the project's design incorporates redundancy
     that will result in greater production efficiency and
     flexibility than similar plants.

   * The project's strategic location provides some advantages
     over other projects of this nature, both for sourcing the
     raw materials and distributing the output, as well as
     meaningful capital cost savings. Its ability to use
     multiple types of feedstock provides a valuable source of
     operating flexibility given increasing competition for
     vegetable oils in biodiesel plants.

   * Limited construction risk given that all of the equipment
     has been purchased and the first train has almost reached
     substantial completion, although there are no price or time
     guarantees under the EPC contract.

   * Minimal process and operating risk. The basic biodiesel
     production process is well established and fairly
     straightforward.  While the Green Earth project is of a
     considerably greater scale than previous domestic biodiesel
     production facilities, its design is generally conservative
     according to the Independent Engineer.

   * Experience of project owners.  While this facility is Green
     Earth's first project, the members of the management team
     have prior experience in the biodiesel industry as well as
     the oil and gas and electric power industries.

   * Standard project finance lender protections, including (a)
     a cash flow waterfall; (b) a 100% cash sweep and (c) a debt
     service reserve.

This provisional rating is based upon Moody's current
understanding of the proposed terms and conditions of the
transaction and is subject to our receipt and review of final
documentation.

Green Earth Fuels, LLC was formed in 2006 to develop, construct
and operate biodiesel production facilities in the U.S.  It is
owned in part by the Carlyle/Riverstone Renewable Infrastructure
Energy Fund, GS Power Holdings, the GEF management and other
minority shareholders.


HCA INC: Fitch Affirms B Issuer Default Rating with Stable Outlook
------------------------------------------------------------------
Fitch Ratings has affirmed HCA Inc.'s ratings as:

    -- Issuer Default Rating at 'B';
    -- Asset based facility at 'BB/RR1';
    -- Euro term loan at 'BB/RR1';
    -- Secured bank facility at 'BB/RR1';
    -- Second-lien notes at 'B/RR4';
    -- Senior unsecured notes at 'CCC+/RR6'.

Total rated debt at March 31, 2007, was approximately $27.9
billion.  The Rating Outlook is Stable.

HCA's ratings reflect HCA's significant leverage and challenging
industry environment, partially offset by HCA's improving
profitability.  Although HCA continues to experience strong
pricing and improving margins, its financial flexibility remains
constrained by significant debt levels.  In addition, HCA, along
with the for-profit industry in general, is experiencing weak
volumes and elevated levels of bad debt and uncompensated care.
Fitch expects these factors to remain key credit concerns for the
near future.

HCA's leverage and debt levels increased substantially as a result
of its 2006 leveraged buy-out.  As a result of the transaction,
total debt increased to more than $28.4 billion at the end of 2006
and has decreased slightly to $27.9 billion at the end of the
first quarter of 2007.  Leverage (total debt/EBITDA) increased
from approximately 2.8 times prior to the transaction to
approximately 6.25x for the latest twelve months ended March 31,
2007.  Fitch expects cash generated from operations will permit
only modest debt repayments in the near future.  In addition, HCA
has limited debt maturities until 2010, when approximately $1.5
billion in debt is due.  Thus, Fitch expects leverage to remain
high over the next few years barring any major event, notably
significant asset divestitures, an initial public offering, or
similar transaction.

HCA, like many of its peers in the industry, continues to be
challenged by elevated levels of bad debt and uncompensated care
(including charity care and uninsured discounts).  HCA's bad debt
as a percentage of revenues increased to 10.4% during the first
quarter versus 9.3% during the prior year.  Total uncompensated
care (bad debt plus charity care and uninsured discounts)
increased to 18.6% of revenues (plus charity care and discounts)
for the 1Q-07 from 16.3% in the 1Q-06.  However, both bad debt and
uncompensated care decreased on a sequential basis from the 4Q-06.
Fitch believes that the acceleration of bad debt expense will
moderate in 2007 compared to 2006. However, Fitch believes
meaningful reduction in uncompensated care throughout the industry
is dependent on legislative reform at the national level or in key
states (e.g., Texas and Florida).  Fitch notes that the topic of
universal reform has become more prevalent and will closely watch
any developments.

In addition to uncompensated care, the industry is experiencing
weak volumes.  In general, Fitch believes the for-profit hospital
industry is challenged by increasing competition from specialty
hospitals, entrepreneurial physicians, and the overall trend of
moving treatments out of the inpatient setting.  HCA's recent
volume performance is consistent with this general trend.  During
the 1Q-07, HCA's same store adjusted admissions declined 1.3%
while they were flat during the 4Q-06.  Excluding the Las Vegas
market, which was negatively impacted by the termination of a
managed care contract with Sierra Health Services, Inc., same
store adjusted admissions declined 0.9%.  Fitch expects HCA to
experience low to no growth in volumes in 2007.

Despite weak volumes, HCA continues to experience revenue growth
in the mid-single digits as a result of favorable pricing.  Same
store net revenue per adjusted admission increased 7.5% and 8% for
the 4Q-06 and 1Q-07, respectively. This was driven in part by
increased acuity, the case mix increased 0.8% in the first quarter
versus the prior year, and strong managed care rate increases.
Fitch expects the company to obtain mid-to-high single digit price
increases from commercial payers over the next few years.
Medicare and Medicaid pricing has also been favorable, with same
store net revenue per adjusted admission increases of 4.6% for
traditional Medicare and 12.2% for Medicaid in the 1Q-07. Fitch
notes that government pricing was aided by approximately $58
million in revenues from Upper Payment Limit funding in Texas
which may not be sustainable in the long term.  Also, Medicare
pricing may experience pressures in 2008 if the proposed Inpatient
Prospective Payment System for 2008 is implemented as planned (the
final rule will be released later in the summer). However, in
general, Fitch expects pricing across all payers to continue to be
favorable over the next few years, with revenue per adjusted
admission growth above historic levels.

Since completing its LBO, HCA has significantly improved its
profitability.  EBITDA margins as a percentage of sales increased
from 14.6% during the 3Q-06 (pre-LBO) to 18.9% during the fourth
quarter and 19.2% during the 1Q-07.  This improvement is the
result of several factors.  First, travel and entertainment and
marketing expenses have declined; in the 1Q-07, HCA estimates it
reduced marketing and advertising expenses by approximately $21
million and travel expenditures by $8 million on a same facility
basis.  Second, both supply and labor costs have declined since
the LBO.  Fitch believes supply costs benefited from decreased
pharmacy expense and an industry-wide observed moderation in
medical device price inflation driven in large part by decreased
use of drug-eluting stents.  Labor expense benefited from
increased productivity (e.g., man-hours per adjusted admission
declined approximately 1% versus prior year in the first quarter)
and reduced overhead.  Finally, HCA experienced decreases in
insurance expense of $19 million and $29 million during 4Q-06 and
1Q-07, respectively.  This reduction is related to the company's
general improvements in settled claims rates over the past several
years.

Although profitability has improved markedly over the past few
quarters, Fitch believes EBITDA margins will decline from current
levels in 2007 and 2008. Increasing focus on on-call pay as well
as a growing labor shortage may pressure labor costs in the near-
term.  In addition, Fitch believes some of the improvement in
medical device savings (notably reduced DES use) will moderate
over time.  Finally, bad debt will likely continue to pressure
margins and profitability.

Liquidity at March 31, 2007, was provided by HCA's asset based
revolver ($549 million available), secured revolver ($1.859
billion available), and cash on hand (approximately $409 million).
As a result of the debt reduction as well as EBITDA expansion
during the quarter, leverage (total debt/EBITDA) improved to 6.25x
for the LTM to March 31, 2007, from 6.59x for the LTM to Dec. 31,
2006.  In addition to leverage reductions, HCA improved its
pricing during the quarter by refinancing the rates on the term
loans A and B and the Euro term loan to LIBOR plus 225 basis
points (bp), a 25bp reduction on the term loan A and Euro term
loan, and a 50bp reduction on the term loan B.

Headquartered in Nashville, Tennessee, HCA (Hospital Corporation
of America) Inc. (NYSE: HCA) -- http://www.hcahealthcare.com/--  
is a healthcare services provider, composed of locally managed
facilities that include approximately 182 hospitals and 94
outpatient surgery centers in 22 states, England and Switzerland.
At its founding in 1968, HCA was one of the nation's first
hospital companies.


INDYMAC HOME: Fitch Puts Low B Ratings on $32.5 Million Loan
------------------------------------------------------------
Fitch rates IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
series INABS 2007-B:

     -- $739,999,000 classes 1A-1, 1A-2 and 2A-1 through 2A-4,
        'AAA';

     -- $55,500,000 class M-1 'AA+';

     -- $52,000,000 class M-2 'AA';

     -- $14,000,000 class M-3 'AA-';

     -- $17,500,000 class M-4 'A+';

     -- $16,500,000 class M-5 'A';

     -- $8,500,000 class M-6 'A-';

     -- $13,500,000 class M-7 'BBB+';

     -- $11,000,000 class M-8 'BBB';

     -- $14,500,000 class M-9 'BBB-';

     -- $16,500,000 class M-10 'BB+';

     -- $16,000,000 non-offered class M-11 'BB'.

The 'AAA' rating on the senior certificates reflects the 26% total
credit enhancement provided by the 5.55% class M-1, 5.20% class M-
2, 1.40% class M-3, 1.75% class M-4, 1.65% class M-5, 0.85% class
M-6, 1.35% class M-7, 1.10% class M-8, 1.45% class M-9, 1.65%
class M-10, 1.60% non-offered class M-11, and 2.45% initial
overcollateralization.  All certificates have the benefit of
monthly excess cash flow to absorb losses.  In addition, the
ratings reflect the integrity of the transaction's legal structure
as well as the capabilities of IndyMac Bank, F.S.B. (rated 'RPS2+'
by Fitch) as a servicer and Deutsche Bank National Trust Company
(rated 'AA-/F1+' by Fitch) as a trustee.

The certificates are supported by two groups of mortgage loans.
The aggregate mortgage pool consists of first and second lien
fixed- and adjustable-rate mortgage loans with a closing date pool
balance of approximately $900 million.  On the closing date, the
depositor will deposit approximately $100 million into a pre-
funding account.  The amount in this account will be used to
purchase subsequent mortgage loans after the closing date and on
or prior to June 29, 2007.

IndyMac MBS, Inc., the depositor, purchased the mortgage loans
from IndyMac Bank, F.S.B., the mortgage loan seller, and caused
the mortgage loans to be assigned to the trustee for the benefit
of holders of the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as multiple real
estate mortgage investment conduits.


INVERNESS MEDICAL: Holders Give Consents for Indenture Amendments
-----------------------------------------------------------------
Inverness Medical Innovations Inc. has been advised by the
depository for the tender offer and consent solicitation that, as
of 5:00 p.m., New York City time, on June 11, 2007, holders of
100% of the outstanding Notes had validly tendered and not
withdrawn their Notes and had provided their consents to effect
the proposed amendments to the indenture under which the Notes
were issued, in connection with its tender offer to purchase all
of the outstanding $150 million in aggregate principal amount of
its 8.75% Senior Subordinated Notes due 2012, well as the related
consent solicitations to amend the indenture governing the Notes.

As a result of receiving the requisite consents, Inverness will
promptly execute and deliver a supplemental indenture in order to
effect the proposed amendments to the indenture governing the
Notes.  The supplemental indenture and the proposed amendments
contained therein, will not, however, become operative unless and
until Inverness accepts the Notes for purchase pursuant to the
tender offer.

Inverness also disclosed the total consideration for the Notes
validly tendered in the tender offer.  The total consideration
will be $1,061.95 for each $1,000.00 principal amount of Notes
purchased pursuant to the tender offer, plus accrued and unpaid
interest up to, but not including June 26, 2007, the assumed
payment date for the Notes.

The total consideration includes a consent payment of $20 per
$1,000 principal amount of Notes.  Holders of the Notes who had
validly tendered and not withdrawn their Notes pursuant to the
tender offer at or prior to 5:00 p.m., New York City time, on
June 11, 2007, will receive the consent payment if and when the
Notes are accepted for payment by Inverness.  Holders who tender
their notes after 5:00 p.m., New York City time on June 11, 2007,
the consent expiration time, but prior to midnight, New York City
time on June 25, 2007, the tender offer expiration time, will only
be eligible to receive the tender offer consideration of
$1,041.95.

The total consideration and tender offer consideration were
determined, based upon an expected payment date of June 26, 2007,
by reference to a fixed spread of 50 basis points over the bid-
side yield of the 3% U.S. Treasury Note due Feb. 15, 2008, which
was 5.038%.

The tender offer and consent solicitation were undertaken in order
to facilitate Inverness's acquisition of Biosite Incorporated and
related transactions.  The tender offer remains conditioned upon,
among other things, Inverness receiving new financing in an amount
of at least $1.3 billion and Inverness's purchase of shares of
common stock of Biosite Incorporated pursuant to the tender offer
for such shares made on May 29, 2007.

Inverness has retained UBS Investment Bank to act as Dealer
Manager in connection with the tender offer and consent
solicitation.  Questions about the tender offer and consent
solicitation may be directed to the Liability Management Group of
UBS Investment Bank at (888) 722-9555 x4210 (toll free), or to The
Altman Group, Inc., the Information Agent for the tender offer and
consent solicitation, at (800) 398-2142 (toll free).

A more comprehensive description of the tender offer and consent
solicitation can be found in the Offer to Purchase and Consent
Solicitation and the related Letter of Transmittal and Consent
dated May 29, 2007.  Copies of these documents and other related
documents can be obtained from the Information Agent.

The tender offer is made only by the Offer to Purchase and Consent
Solicitation dated May 29, 2007.

                      About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations,
Inc. (AMEX:IMA) -- http://www.invernessmedical.com/-- develops,
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                          *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Moody's Investors Service placed the ratings of Inverness Medical
Innovations, Inc. on review for possible downgrade following the
announcement that Inverness has entered into a merger agreement
with Biosite Incorporated for $90 a share for the remaining 95.3%
of Biosite it does not currently own.

These ratings were placed on review for possible downgrade: B2
Corporate Family rating; B2 Probability of Default rating; and
Caa1 rating on $150 million senior subordinated notes due 2012
(LGD5/82%).


JED OIL: Closes Acquisition of Caribou's $26.7 Million Debt
-----------------------------------------------------------
JED Oil Inc. has completed the first step in its offer to Caribou
Resources Corp. to acquire all of its shares and settle with its
creditors.

JED Oil closed the acquisition of the debt and security position
held by Caribou's major secured creditor for approximately
$26.7 million.  JED and Caribou have also been negotiating the
final details of the formal agreements.

It is the goal of the company and Caribou that formal documents
for both the arrangements with Caribou's other creditors and
Caribou's shareholders and stock option holders will be finalized
in time to be presented at the next scheduled hearing in the Court
of Queen's Bench of Alberta in Calgary, today, June 14, 2007.

Caribou had filed for protection under the Canadian Companies'
Creditors Arrangement Act, which is similar to "Chapter 11"
protection in the U.S.  JED Oil's offer consists of payment in
full in cash to the major secured creditor of approximately
$26.7 million, which was completed June 8, 20007, plus payment in
cash to any creditors with security in priority to the major
secured creditor; payment in cash of approximately $345,500 plus
the issuance of 5 million JED common shares to the unsecured
creditors totaling approximately $17.7 million, and the issuance
of up to 4 million JED common shares for the acquisition of all of
the 39 to 40 million shares of Caribou on the basis of one common
share of JED for every 10 shares of Caribou held.  JED Oil has
delivered approximately $185,000 as a deposit with its offer.

Under the CCAA procedure, the Caribou offer must be selected as
the best offer for the creditors by the Court of Queen's Bench,
which will be addressed on the new hearing date of June 14, 2007.
The offer must then also be approved by Caribou's creditors and
Caribou's shareholders.  The issuance by JED of up to 9 million
common shares is also subject to the approval of JED's common
shareholders under the rules of the AMEX.  The settlement with
Caribou's creditors will be effected under a Plan of Arrangement
under the CCAA, and the acquisition of the shares of Caribou will
be effected under a Plan of Arrangement under the Business
Corporations Act (Alberta), which would also be an element of the
Plan of Arrangement under the CCAA.

Following completion of the transactions, Caribou would either
become a wholly-owned subsidiary of JED, or would amalgamate with
or be acquired by a wholly-owned subsidiary or affiliate of JED.

JED also announced that on June 8, 2007, it closed the previously
announced sale of its North Ferrier assets for approximately
$33.9 million.  A majority of the proceeds were utilized in the
acquisition of debt from Caribou's major secured creditor.

                      About Caribou Resources

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

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

                           About JED Oil

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

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


JOAN FABRICS: Greystone Offers $13.5 Million for Assets
-------------------------------------------------------
Joan Fabrics Corp. received a $13.5 million offer from Greystone
Private Equity LLC for the purchase of its fabric-manufacturing
assets, Bill Rochelle of Bloomberg News reports.

The assets, which have been approved for sale on May 21, 2007,
will be auctioned on June 26, the source says.

If outbid, Greystone is entitled to a 2.5% breakup fee.

The Court is set to consider approval of the results of the
sale on June 28, 2007.

Bloomberg relates that the Debtor proposes to use portion of
the net proceeds from the sale to pay bonuses to its key
employees.

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
company has a manufacturing facility in North Carolina and an
affiliate entity in Mexico.

The Debtor and its affiliate, Madison Avenue Designs LLC, filed
for Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case
Nos. 07-10479 and 07-10480).  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $1 million to $100 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Aug. 8, 2007.


LE-NATURE'S INC: Judge McCullough Mulls Dismissal of Ch. 11 Cases
-----------------------------------------------------------------
The Hon. M. Bruce McCullough of the U.S. Bankruptcy Court for the
Western District of Pennsylvania may dismiss the chapter 11 cases
of Le-Nature's Inc. and its debtor-affiliates, Richard Gazarik of
the Pittsburgh Tribune-Review reports.

The Tribune-Review relates that according to Judge McCullough, the
planned sale of the Debtors' assets would only benefit secured
creditors.  Judge McCullough further said that the the Debtors'
bankruptcy proceeding has also become a "turf war" between
Wachovia Bank and other secured creditors.

David K. Rudov, Esq., at Rudov & Stein, counsel for the Official
Committee of Unsecured Creditors discloses that they will show the
Court that unsecured creditors will have a better recovery under a
consensual reorganization plan, the Tribune-Review further
reports.

R. Todd Nielson, the Chapter 11 Trustee appointed in the Debtors'
cases says that he doesn't support the dismissal of the case and
is still waiting for potential buyers of the Debtors' estates.
The Trustee however would not say if an offer has already been
made, the Tribune-Review discloses.

                    About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.


LEINER HEALTH: Consolidates Operations to Meet Revenue Target
-------------------------------------------------------------
Leiner Health Products Inc. reported that it plans to consolidate
its manufacturing and packaging operations.

The consolidation plan is designed to align the company's
operating expenses with management's revenue expectation for
fiscal 2008 and 2009, which has been revised following the recent
events affecting its over-the-counter business.  The company
reaffirms its commitment to ensuring alignment with the FDA as it
moves to resume OTC production and distribution.

The plan calls for the consolidation of the company's Fort Mill,
South Carolina manufacturing and packaging operation by the end of
September 2007 into other company facilities.  Although the Fort
Mill facility will continue to distribute products to customers,
Fort Mill's manufacturing assignments will be transitioned to the
Company's Wilson, North Carolina and Garden Grove, California
facilities, and its packaging operations will be transitioned to
the Company's Carson, California facility.  The company will
continue to manufacture OTC products in its Wilson, North Carolina
facility.

Robert Kaminski, Chief Executive Officer, commented, "The company
has challenged itself to react to the recent events affecting our
OTC business in a way that enables us to emerge as a top quality,
highly competitive OTC supplier.  The company will incur more than
$40 million in costs related to quality upgrades, remediation of
plants, inventory re-proofs and reserves, all in an effort to meet
our future quality initiatives.  The company has created a plan to
reduce costs by more than $50 million per year in the future,
including a $30 million cost reduction through the consolidation
of our Fort Mill manufacturing and packaging operations into other
facilities. We will use tireless efforts to outplace the more than
500 men and women of Fort Mill.  This is a new beginning as we
strive to emerge as this nation's 'best-in-class' OTC store brand
supplier."

                      About Leiner Health

Founded in 1973, Leiner Health Products, headquartered in Carson,
Calif., is America's leading manufacturer of store brand vitamins,
minerals, and nutritional supplements and its second largest
supplier of over-the-counter pharmaceuticals in the food, drug,
mass merchant and warehouse club (FDMC) retail market, as measured
by retail sales. Leiner provides nearly 50 FDMC retailers with
over 3,000 products to help its customers create and market high
quality store brands at low prices. It also is the largest
supplier of vitamins, minerals and nutritional supplements to the
US military. Leiner markets its own brand of vitamins under
YourLifer. In 2006, Leiner distributed more than 31 billion doses
that help offer consumers high quality, affordable choices to
improve their health and wellness.

                       *     *     *

As reported in the Troubled Company reporter on May 8, 2007,
Standard & Poor's Ratings Services' ratings on Leiner Health
Products Inc., including the 'B-' corporate credit rating, remain
on CreditWatch with negative implications.


LINCOLN HOLDINGS: High Leverage Cues S&P's B+ Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to St. Louis, Missouri-based Lincoln Holdings
Enterprises Inc.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating and '2' recovery rating to subsidiaries LN Acquisition
Corp.'s and Lincoln GmbH's proposed $325 million first-lien
facilities, representing a substantial recovery given a default
scenario.

In addition, Standard & Poor's assigned its 'B' bank loan rating
and '5' recovery rating to the proposed $140 million second-lien
term loan, representing negligible recovery given a default
scenario.

The proceeds will be used to refinance existing debt, to fund a
$150 million dividend to existing shareholders and to finance
future acquisitions.  The outlook is stable.

"The ratings on Lincoln reflect the company's highly leveraged
financial risk profile, marked by high debt balances and
aggressive financial policy, which more than offset its leading
market positions in lubrication equipment and its good end-market
and geographic diversity," said Standard & Poor's credit analyst
James Siahaan.


LN ACQUISITION: Moody's Junks Rating on Second Lien Term Loan
-------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
with a stable outlook to LN Acquisition Corp, a wholly-owned
subsidiary of Lincoln Holdings Enterprises Inc.

Additionally, Moody's assigned B1 to the company's proposed $300
million 7-year first lien term loan B and $25 million 6-year
senior secured revolving credit facility, as well as Caa1 to the
proposed $140 million 7.5-year second lien term loan.  The ratings
are subject to review of the final financing documentation.

The B2 corporate family rating reflects the company's expected
high leverage -- an estimated 5.9 times pro forma Moody's adjusted
debt/EBITDA as of June 30, 2007 - and modest cash flow to debt
metrics following its recapitalization.  The rating also considers
Lincoln's leading position in the niche lubrication equipment
market, its product breadth, as well as the large diversity of
revenues by end-markets, customers and geographies, which partly
offset the cyclicality of Lincoln's manufacturing operations.
Additionally, Moody's expects the company to preserve its high
margins and to generate positive free cash flow going forward.

The rating outlook is stable reflecting the expectation of a
moderate reduction of adjusted leverage to a level close to 5
times in the intermediate term and consistently positive free cash
flow.

The ratings for the first lien and second lien facilities reflect
the overall probability of default of the company, to which
Moody's has assigned a PDR of B2, and a loss given default of LGD3
for the first lien term loan B and secured revolver, as well as
LGD5 for the second lien term loan.  The B1 ratings of the first
lien term loan B and revolving credit facility reflect their
senior position in the capital structure, full guarantees from
existing and future domestic subsidiaries, a pledge on all
tangible and intangible assets of domestic subsidiaries as well as
the loss absorption by more junior debt.  Moody's also notes that
the first lien term loan B includes an amount of $50 million ("the
German tranche") available to Lincoln GmbH, a German subsidiary of
LN Acquisition Corp.  Although this tranche theoretically benefits
from a slightly better security package due to the inclusion of a
first lien pledge on all assets of the foreign subsidiaries, while
the debt under LN Acquisition Corp ("the U.S. tranche") is only
granted a 65% pledge on the capital stock of foreign subsidiaries,
the lenders of both tranches would ultimately rank pari-passu in a
situation of default according to a collateral allocation
mechanism.  The Caa1 rating of the second lien term loan reflects
its effective subordination to all first lien creditors.

Ratings assigned:

   -- B2 Corporate Family Rating;
   -- B2 Probability of Default Rating;
   -- B1 First Lien Term Loan B (LGD 3/34%);
   -- B1 Senior Secured Revolver (LGD 3/34%);
   -- Caa1 Second Lien Term Loan (LGD 5/85%).

LN Acquisition Corp. is raising $465 million through the above-
mentioned senior secured credit facilities in order to refinance
existing Lincoln's debt, fund a $150 million dividend to its
equity sponsor, The Harbour Group, and realize two small
acquisitions for approximately $78 million in aggregate.

LN Acquisition Corp is a wholly owned subsidiary of Lincoln, a
leading manufacturer of automatic lubrication systems and manual
lubrication equipment.  In 2006, Lincoln recorded net sales of
$285 million.


LOGAN CDO: Moody's Rates $15 Million Class E Notes at (P)Ba1
------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to the
following Notes to be issued by Logan CDO III Limited, a special
purpose vehicle incorporated in the Cayman Islands:

   -- (P)Aaa to the $158,500,000 Class A Floating Rate Credit
      Linked Secured Notes due 2057;

   -- (P)Aa1 to the $19,250,000 Class B Floating Rate Credit
      Linked Secured Notes due 2057;

   -- (P)Aa3 to the $14,500,000 Class C Floating Rate Credit
      Linked Secured Notes due 2057;

   -- (P)A3 to the $13,700,000 Class D Floating Rate Credit
      Linked Secured Notes due 2057;

   -- (P)Ba1 to the $15,000,000 Class E Floating Rate Credit
      Linked Secured Notes due 2057.

Moody's Investors Service also assigned a (P)Aaa rating to the
related $1,275,000,000 Super Senior Swap in which Royal Bank of
Canada buys credit protection on the same underlying reference
portfolio.

Moody's provisional ratings address the expected loss posed to
investors by the legal final maturity in Sept 2058.

The provisional ratings assigned above are based on the structure
and characteristics of the proposed transaction based on the
information provided to Moody's as of 7 June 2007. Investors
should be aware that certain issues concerning this transaction
have yet to be finalized.  Upon conclusive review of all documents
and legal information as well as any subsequent changes in
information, Moody's will endeavor to assign definitive ratings to
this transaction.  The definitive ratings may differ from the
provisional ratings set forth in this report.  Moody's will
disseminate the assignment of definitive ratings through its
Client Service Desk.

In this transaction, investors are exposed to the credit risk of a
US 1.5 billion portfolio of ABS reference obligations, mostly
composed of high grade CDO and RMBS.  The proceeds of issuance of
the Notes will be invested into Aaa-rated collateral. As
protection buyer, Royal Bank of Canada may replenish the portfolio
following amortizations or repayments until July 2012. All the
changes will be subject to certain investment guidelines and to
the satisfaction of a Moody's CDOROM model test.  It should be
noted that, after July 2010, there is an optional call date at the
discretion of Royal Bank of Canada, in their capacity as swap
counterparty, hence there is a possibility that the transaction
will terminate prior to its expected maturity.


MAIDENFORM BRANDS: S&P Upgrades Credit Rating to BB- from B+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Bayonne, New Jersey-based intimate apparel designer and
marketer Maidenform Brands Inc. to 'BB-' from 'B+'.

At the same time, Standard & Poor's raised its rating on
Maidenform's secured bank loan to 'BB+' from 'BB', and affirmed
the '1' recovery rating, indicating expectations of very high
(90%-100%) recovery in the event of a payment default.  Total debt
outstanding at March 31, 2007, was $110 million.

The outlook is stable.

"The upgrade reflects Maidenform's improving trend in revenues,
margins, and credit protection measures," said Standard & Poor's
credit analyst Susan Ding.  "In particular, debt leverage, which
improved to 2.2x at March 31, 2007, from a high of 3.4x at fiscal
year-end December 2004."

In recent periods, Maidenform has successfully revitalized its
well-recognized brands, expanded its distribution channel into the
mass market, and improved operating efficiencies.  It has also
been successful at diversifying its reach into the mass channel by
introducing new product lines geared specifically for this
channel.

Maidenform's operating margins have stayed in the 15% area in
recent years, and asset utilization has improved.  "We expect the
company to maintain its growth momentum with new-product
introductions and product extensions," said Ms. Ding, "by
expanding internationally and continuing to increase its presence
in the mass channel."


MANITOWOC CO: Moody's Lifts Rating to Ba2 on Strong Performance
---------------------------------------------------------------
Moody's Investors Service upgraded The Manitowoc Company's
corporate family rating to Ba2 from Ba3 and its probability of
default to Ba2 from Ba3 reflecting the company's continued strong
operating performance and its recent announcement that it will
redeem all of its senior subordinate notes.

The rating of Manitowoc's senior unsecured notes remain at Ba3,
but its loss given default assessment is changed to LGD4 (66%)
from LGD3 (49%).  The rating outlook is stable.

The ratings upgrade reflects Manitowoc's continued strong
operating performance resulting from the robust construction end
markets, the main driver for Manitowoc's crane business.  Through
LTM March 2007, Manitowoc's key credit metrics (as adjusted per
Moody's FM Methodology) were: EBITA margin -- 11.5%; EBIT/interest
-- 6.5x; debt/EBITDA -- 1.6x; and, free cash flow/debt -- 22.5%.

Additionally, the ratings upgrade reflects Manitowoc's recent
announcement that Manitowoc will redeem its 10.5% senior
subordinate notes due 2012 effective Aug. 1, 2007.  The company
will redeem all of these notes for approximately $129 million,
including interest payments and related cost.  Moody's expectation
is that Manitowoc's improving operating efficiencies and the
prudent financial policies should enable the company to maintain a
solid Ba2 credit profile under the key rating factors in Moody's
Heavy Manufacturing Rating Methodology despite the ongoing
cyclicality of the construction market.  Peter Doyle, Moody's
analyst, said, "Manitowoc's improving operating efficiencies and
strong construction end markets have resulted in strong free cash
flow.  These factors have enabled Manitowoc to reduce its
outstanding debt."

The stable outlook reflects Moody's expectation that Manitowoc's
debt protection measures will continue to improve as a result of
the robust demand in the construction end markets, and the prudent
financial policies embraced by management.  The key risks that
Manitowoc will continue to face are the cyclicality and the
severity of any downturn in the construction end markets.
Nevertheless, Manitowoc should be able to weather future cyclical
downturns much better than in the past due to its diversification
into other business segments, expanding product offerings, an
improving balance sheet, and a commitment to maintain ample
liquidity.

These ratings/assessments were affected by this action:

   -- Corporate Family Rating upgraded to Ba2 from Ba3;

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

   -- $150 million senior unsecured notes due 2013 remain at
      Ba3, but its loss given default assessment is changed to
      LGD4 (66%) from LGD3 (49%).

   -- $114 million senior subordinate notes due 2012 upgraded to
      B1 (LGD6, 97%) from B2 (LGD5, 87%).  The ratings on the
      senior subordinate notes will be withdrawn when redeemed.

The Manitowoc Company, Inc., based in Manitowoc, Wisconsin, is a
diversified industrial manufacturer and provider of support
services in three principal business segments - Cranes and Related
Products, Food service Equipment, and Marine Operations.


MARQUEE HOLDINGS: Receives Consents from Majority of NoteHolders
----------------------------------------------------------------
Marquee Holdings Inc., the parent of AMC Entertainment Inc.,
disclosed the results of its solicitation of consents from holders
of its 12% Senior Discount Notes due 2014.

As of 5:00 p.m., New York City time, on June 12, 2007, which was
the deadline for holders who desired to receive the consent fee to
deliver their consents, Marquee had received consents for
$301,925,000 in aggregate principal amount at maturity of the
Notes, representing 99.32% of the outstanding Notes.

Accordingly, the requisite consents to adopt the proposed
amendment to the indenture pursuant to which the Notes were issued
have been received, and a supplemental indenture to effect the
Amendment has been executed by Marquee and the trustee under the
Indenture.  The Amendment permits Marquee to make restricted
payments in an aggregate amount of $275.0 million prior to making
an election to pay cash interest on the Notes, and contains a
covenant requiring Marquee to make an election on Aug. 15, 2007,
the next semi-annual accretion date under the Indenture, to pay
cash interest on the Notes.  The Amendment will become operative
when Marquee causes the consent fee to be paid in respect of the
consents delivered to and accepted by Marquee.

Revocation rights with respect to delivered consents expired as of
the moment Marquee and the Trustee executed the supplemental
indenture.  Accordingly, holders may no longer revoke any
delivered consents.

                     About AMC Entertainment

Based in Kansas City, Missouri, AMC Entertainment Inc. --
http://www.amctheatres.com/-- is a worldwide leader in the
theatrical exhibition industry.  The company serves more than 250
million guests annually through interests in 415 theatres and
5,672 screens in 12 countries including the United States.

                     About Marquee Holdings

Based in Kansas City, Mo., Marquee Holdings Inc. is organized as
an intermediate holding company with no operations of its own.
The Company's principal directly owned subsidiaries are American
Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC
Entertainment International, Inc.

                         *     *     *

As reported in the Troubled Company Reporter on June 12, 2007,
Fitch has affirmed the Issuer Default Ratings of Marquee Holdings
Inc. and its principal operating subsidiary AMC Entertainment,
Inc., at 'B' following the company's recent announcement.

Fitch expects to rate the new $400 million senior unsecured term
facility 'CCC/RR6' and would also expect to rate the potential
$275 million senior unsecured term loan facility 'CCC/RR6' based
on their deep structural subordination in the capital structure.
The Rating Outlook is Stable.


MEDQUEST INC: Moody's May Cut Ratings After Review
--------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
MedQuest, Inc. and that of its parent, MQ Associates, Inc., on
review for possible downgrade.

The review follows weak operating results for the quarter ended
March 31, 2007, the recent loss of the services of MedQuest's
exclusive radiology provider in the company's Phoenix market and
the uncertainty concerning the company's liquidity position given
that the company's revolver expires in August 2007 and has yet to
be renewed.

These ratings are placed under review for possible downgrade:

   * MQ Associates (parent):

   -- $136 million (current accretion to $115.5 million as of
      March 31, 2007) senior discount notes due 2012, rated Caa3
      (LGD6, 90%)

   -- Corporate Family Rating, rated Caa1

   -- Probability of Default Rating, rated Caa1

   * MedQuest:

   -- $80 million senior secured revolving credit facility due
      2007, rated B1 (LGD2, 11%)

   -- $60 million senior secured term loan due 2009, rated B1
      (LGD2, 11%)

   -- $180 million senior subordinated notes due 2012, rated
      Caa1 (LGD4, 56%)

The review for possible downgrade follows the company's filing of
its 10-Q for the quarter ended March 31, 2007 that reflects
declining top-line revenue growth and resulting margin and cash
flow compression.  This deterioration largely reflects the
combined impact of lower scan volumes and Medicare reimbursement
cuts that took effect on Jan. 1, 2007.  Moody's is concerned that
the reduction in revenues and cash flow will continue to strain
the company's ability to reduce its debt and repay interest.
Moody's is also concerned about the company's ability to
successfully refinance its senior secured debt, including an $80
million senior secured revolver that matures in August 2007.  It
is our understanding that the company is currently in discussions
with its lenders regarding the extension of the revolver beyond
its current maturity date, modification of its term loan B
repayment schedule, as well as the amendment of certain financial
covenants with the process to be finalized on or near month-end.
Moody's notes, too, that AMI, the company's exclusive radiology
provider in its Phoenix market recently terminated its exclusive
30-year radiology services agreement. Staffing of the company's
eleven centers in the Phoenix area is temporarily being provided
through a combination of locum tenens (temporary physicians) and
teleradiology support while the company is in the process of
implementing a permanent staffing solution for the centers.  It is
Moody's belief that the departure of AMI could unfavorably impact
the level of physician referrals into the centers, as well as
increase the company's operating costs.

MedQuest is a leading operator of independent, fixed-site,
outpatient diagnostic imaging centers in the United States. These
centers provide high quality diagnostic imaging services using a
variety of technologies, including magnetic resonance imaging,
computed tomography, nuclear medicine, general radiology,
ultrasound and mammography.  As of March 31, 2007, MedQuest
operated a network of eighty-nine centers in thirteen states
located primarily throughout the southeastern and southwestern
United States.  For the 12 months ended March 31, 2007 the company
reported revenues of approximately $265 million.


MORGAN STANLEY: Moody's May Cut Low-B Ratings After Review
----------------------------------------------------------
Moody's Investors Service reviewed for possible downgrade two
tranches from one deal issued by Morgan Stanley ABS Capital Inc.
in 2002.

The transaction is backed by first-lien, fixed and adjustable-
rate, subprime mortgage loans that were originated by Accredited
Home Lenders, Inc. and Decision One Mortgage Company, LLC.  The
loans are serviced by Provident Bank.

The certificates have been placed on review for possible downgrade
based upon recent and expected pool losses and the resulting
erosion of credit support.  Overcollateralization is currently
below its floor and pipeline losses are likely to cause further
erosion of the overcollateralization, which could put pressure on
the subordinate tranches.  Furthermore, existing credit
enhancement levels may be low given the current projected losses
on the underlying pools.  Although the deal's losses are
performing within the area of original expectations, most of the
current credit support deterioration can be attributed to the deal
passing performance triggers and therefore releasing a large
amount of overcollateralization.

Complete rating actions are:

Review for Downgrade

   * Issuer: Morgan Stanley ABS Capital I Inc., Series 2002-HE3

     -- Class B-1, current rating B1, under review for possible
        downgrade;

     -- Class B-2, current rating B3, under review for possible
        downgrade.


MQ ASSOCIATES: Moody's Reviews Ratings and May Downgrade
--------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
MedQuest, Inc. and that of its parent, MQ Associates, Inc., on
review for possible downgrade.

The review follows weak operating results for the quarter ended
March 31, 2007, the recent loss of the services of MedQuest's
exclusive radiology provider in the company's Phoenix market and
the uncertainty concerning the company's liquidity position given
that the company's revolver expires in August 2007 and has yet to
be renewed.

These ratings are placed under review for possible downgrade:

   * MQ Associates (parent):

   -- $136 million (current accretion to $115.5 million as of
      March 31, 2007) senior discount notes due 2012, rated Caa3
      (LGD6, 90%)

   -- Corporate Family Rating, rated Caa1

   -- Probability of Default Rating, rated Caa1

   * MedQuest:

   -- $80 million senior secured revolving credit facility due
      2007, rated B1 (LGD2, 11%)

   -- $60 million senior secured term loan due 2009, rated B1
      (LGD2, 11%)

   -- $180 million senior subordinated notes due 2012, rated
      Caa1 (LGD4, 56%)

The review for possible downgrade follows the company's filing of
its 10-Q for the quarter ended March 31, 2007 that reflects
declining top-line revenue growth and resulting margin and cash
flow compression.  This deterioration largely reflects the
combined impact of lower scan volumes and Medicare reimbursement
cuts that took effect on Jan. 1, 2007.  Moody's is concerned that
the reduction in revenues and cash flow will continue to strain
the company's ability to reduce its debt and repay interest.
Moody's is also concerned about the company's ability to
successfully refinance its senior secured debt, including an $80
million senior secured revolver that matures in August 2007.  It
is our understanding that the company is currently in discussions
with its lenders regarding the extension of the revolver beyond
its current maturity date, modification of its term loan B
repayment schedule, as well as the amendment of certain financial
covenants with the process to be finalized on or near month-end.
Moody's notes, too, that AMI, the company's exclusive radiology
provider in its Phoenix market recently terminated its exclusive
30-year radiology services agreement. Staffing of the company's
eleven centers in the Phoenix area is temporarily being provided
through a combination of locum tenens (temporary physicians) and
teleradiology support while the company is in the process of
implementing a permanent staffing solution for the centers.  It is
Moody's belief that the departure of AMI could unfavorably impact
the level of physician referrals into the centers, as well as
increase the company's operating costs.

MedQuest is a leading operator of independent, fixed-site,
outpatient diagnostic imaging centers in the United States. These
centers provide high quality diagnostic imaging services using a
variety of technologies, including magnetic resonance imaging,
computed tomography, nuclear medicine, general radiology,
ultrasound and mammography.  As of March 31, 2007, MedQuest
operated a network of eighty-nine centers in thirteen states
located primarily throughout the southeastern and southwestern
United States.  For the 12 months ended March 31, 2007 the company
reported revenues of approximately $265 million.


NEW CENTURY: Wants Aug. 31 Fixed as General Claims Bar Date
-----------------------------------------------------------
New Century Financial Corp. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to
establish a bar date by which all entities and governmental
units must file proofs of claim.

The Debtors also ask the Court to fix a date by which all
entities must file proofs of claim (i) relating to the Debtors'
rejection of executory contracts or unexpired leases and (ii)
arising out of the Debtors' amendment of their schedules of
assets and liabilities.

Specifically, the Debtors propose that the Court should fix
August 31, 2007, as the General Bar Date, which would apply to
all entities holding prepetition claims against the Debtors,
whether secured, unsecured, priority or unsecured non-priority.

The entities required to file claims on or before the General Bar
Date are:

  (a) any entity whose prepetition claim against a Debtor is
      not listed in the applicable Debtor's Schedules, or is
      listed as disputed, contingent or unliquidated, and the
      entity desires to participate or share in any distribution
      in the Debtors; cases; and

  (b) any entity that believes that its prepetition claim is
      improperly classified or listed in an incorrect amount in
      the Schedules, and that wants to have its claim allowed
      in a classification or amount other than identified in the
      Schedules.

The entities that are not required to file their claims by the
General Bar Date are:

  (i) any entity that already has properly filed a proof of
      claim against one or more of the Debtors in accordance
      with the procedures;

(ii) any entity whose claim against the Debtors is not listed
      as disputed, contingent or unliquidated in the Schedules
      but agrees with the nature, classification and amount of
      the claim;

(iii) any entity whose claim against the Debtors previously has
      been allowed by, or paid pursuant to, a Court order;

(iv) any interest holder whose claim is based exclusively upon
      the ownership of an interest; and

  (v) any of the Debtors that hold claims against one or more of
      the Debtors.

Moreover, Section 502(b)(9) of the Bankruptcy Code provides that
governmental units will have at least 180 days from the Petition
Date in which to file a claim.  Thus, the Debtors ask the Court
to fix October 2, 2007, at 5:00 p.m., as the Governmental Bar
Date.

The Debtors anticipate that certain entities may assert claims
relating to the Debtors' rejection of executory contracts and
unexpired leases pursuant to Section 365.  The Debtors propose
that for any claim related to the rejection, the Rejection Bar
Date will be the later of the General Bar Date and
30 days after the rejection's effective date.

Furthermore, the Debtors want the Schedules Bar Date fixed at (i)
the later of the General Bar Date and (ii) 30 days after the date
that notice of the applicable amendment to Schedules is served on
the claimant.

The Debtors also propose that any entity holding an interest in
any of the Debtors need not file a proof of interest on or before
the General Bar Date if the interest is based exclusively on the
ownership of common or preferred stock in a corporation, a
membership interest in a limited liability partnership, or
warrants or rights to purchase, sell, or subscribe to the
security or interest.

The Debtors want to retain their right to:

  -- dispute, or assert offsets or defenses against, any field
     claim or any claim listed or reflected in their Schedules
     as to nature, amount, liability, classification or
     otherwise;

  -- subsequently designate any claim as disputed, contingent or
     unliquidated; and

  -- otherwise amend their Schedules, provided that if one of
     the Debtors amends the Schedules to reduce the undisputed,
     non-contingent and liquidated amount or to change the
     nature or classification of the claim, the affected
     claimant will have until the Schedules Bar Date to file a
     proof of claim or to amend any previously filed claim.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, states that any entity required to file
a proof of claim, but fails to do so by the applicable Bar Dates,
should be forever barred, estopped, and enjoined from:

  (a) asserting any claim against the Debtors that the entity
      has (x) in an amount exceeding that which is identified in
      the schedules on its behalf as undisputed, non-contingent
      and liquidated, or (y) that is of a different nature or
      classification than identified in the Schedules; or

  (b) voting upon or receiving distributions under any plan of
      reorganization or liquidation in respect of an unscheduled
      claim.

The Debtors propose to serve a notice of the Bar Dates and a
proof of claim form on all known entities holding potential
prepetition and postpetition claims.

The Bar Dates Notice Package will be served within 3 business
days after entry of the Court order.  Proofs of claim must be
filed with the Debtors' Court-approved claims agent, XRoads
Management Services, LLC, on or before the Applicable Bar Date.

The Debtors seek that all entities asserting claims against more
than one Debtor will be required to file a separate proof of
claim per Debtor.  Individuals and entities should be required to
identify on each proof of claim the particular Debtor against
which their claim is asserted, thus, expediting the Debtors'
review of the claims.

The Court will convene a hearing on June 27, 2007, at 10:00 a.m,
to consider the Debtors' request.

If no objections to the Motion are filed, the Court may grant the
Motion without further notice or hearing.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

The Debtors' exclusive period to file a plan expires on July 31,
2007.


NEW CENTURY: Seeks Court Okay to Sell Technology Assets
-------------------------------------------------------
New Century Financial Corp., New Century TRS Holdings Inc., and
their direct and indirect subsidiaries, internally developed a
technology that was utilized in wholesale loan origination
platform and in supporting architecture to operate their loan
origination business.  However, given that they no longer
conduct their loan business, the Debtors seek to auction
and sell certain technology-related assets to a party
offering the highest and best bid.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for
the District of Delaware to (i) approve the sale of the
Technology Assets used by them in their loan origination
businesses, and (ii) establish procedures related to the
proposed Sale and assumption and assignment of executory
contracts and unexpired leases.

Marcos A. Ramos, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Technology Assets include
custom proprietary software applications, databases containing
historical broker performance and quality data, fully operational
primary and recovery data centers, and an application support
organization.  The custom proprietary applications include:

  -- an online broker portal providing loan submission, pre-
     approval, pricing and tracking functionality;

  -- an intranet portal and repository for sales;

  -- loan origination system;

  -- an automated underwriting and pricing system;

  -- customer relationship management tools; and

  -- a data warehouse acting as central repository of data for
     all business units and a source of information for
     operational and analytical reporting.

The Technology Assets also include the network hardware for the
data center, hardware used in the operation of the data center,
and office furniture located at the data centers in California
and Illinois.

In addition, because certain of the technology operates in
connection with software licensed to the Debtors by third
parties, the Debtors may seek to assume and assign those licenses
to the buyer as part of the Technology Assets.  The Technology
Assets may also include trademarks and internet domain names
related to the technology and a non-residential real property
lease for the premises that houses the databases and supporting
hardware in Irvine, California.  The Debtors believe that a
prospective buyer may find those assets a valuable component of
the Technology Assets.

The Debtors further believe that an auction will result in the
highest and best offer for the Technology Assets, and that any
delay in pursuing the proposed Auction and Sale could potentially
diminish their value.

Mr. Ramos says the Debtors currently obtain little value from
simply holding the Technology Assets.  He notes that there is a
risk that the asset value may decrease with time and that
critical employees having knowledge to support and operate the
technology will leave their employment with the Debtors.
Moreover, the Technology Assets were previously marketed as part
of the loan origination platform that the Debtors previously
sought to sell.

As a result, the Debtors want the Sale approved without the need
for pre-approved bidding procedures or a stalking horse bidder.

The Debtors believe that holding an auction for the Technology
Assets followed by a Sale hearing represents the best option for
promptly and efficiently obtaining maximum value for the estates.

                  Auction and Sale Procedures

The Debtors and Lazard Freres & Co. LLC have developed a list of
contact parties, have been actively marketing the Technology
Assets, and have prepared related presentation materials to
solicit interest in and offers for the Technology Assets.

As of June 1, 2007, about 25 different parties have been
contacted regarding the Technology Assets, including mortgage
finance companies, technology vendors, and logical financial
buyers.  Five parties also commenced active on-site diligence.
Other parties are reviewing the presentation and data room
materials.

The Debtors will provide each prospective buyer with a form of an
asset purchase agreement for the Technology Assets.

The initial bid deadline was 12:00 p.m. on June 13, 2007.

The bids must constitute a binding written offer to purchase some
or all of the Technology Assets.  Each initial bid must be
accompanied by a cash deposit equal to 10% of the bid amount.
The Debtors will return the deposits in the event the Auction
does not proceed or the bidders providing the deposits do not
submit the highest and best offer at the Auction.

The Auction would take place starting June 18 at the offices of
O'Melveny & Myers LLP, in Los Angeles, California, or other place
as designated by the Debtors.

The Debtors and Lazard, in consultation with the Committee, will
develop additional rules governing the conduct of the Auction at
the time of the Auction, including the amount at which the
bidding will commence, incremental amounts of successive overbids
and the method by which each round of bidding will be conducted.

The Auction will continue until there is only one offer or
combination of offers that the Debtors determine is the highest
and best offer for the Technology Assets.

The Debtors will have the discretion to weigh multiple
considerations, including the amount of the purchase price; the
form of the consideration being offered; the likelihood of the
bidder's ability to close a transaction; and the net benefit to
the Debtors' estates.

A Sale hearing will be held on June 21 at 2:00 p.m. in the event
the Debtors determine to proceed with the Sale of all or part of
the Technology Assets.

         Assumption & Assignment of Contracts & Leases

The Debtors separately notified the Court of their intent to
assume and assign contemplated executory contracts and leases in
connection with the Sale, including proposed cure amounts.

A full-text copy of the Debtors' Notice and their accompanying
Schedule of Contracts and Leases is available for free at:

            http://researcharchives.com/t/s?20df

Objections are due tomorrow, June 15.

The Debtors propose that, if any party has timely objected to the
sufficiency of assurance of future performance by the proposed
assignee, which objection has not been withdrawn or resolved by
the Sale Hearing, the Court will conduct a further hearing on any
adequate assurance objections on June 27.

The Debtors, in consultation with the Creditors Committee,
reserve the right not to proceed with or at the Auction, or to
declare a successful bidder or seek to approve the Sale, if they
determine, in their sole discretion, that no adequate bids or
offers have been made for all or part of the Technology Assets.
The Debtors also reserve the right to modify and amend any
procedures or rules related to the conduct of the Auction.

               Asset Sale Free & Clear of Liens

Mr. Ramos asserts that it is appropriate to sell the Technology
Assets free and clear of claims, interests, liens and
encumbrances pursuant to Section 363(f), with any of those
attaching to the net sale proceeds of the Technology Assets to
the extent applicable.

Moreover, the Debtors intend to present evidence to show that the
successful bidder will be entitled to the same finding under
Section 363(m).
                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

The Debtors' exclusive period to file a plan expires on July 31,
2007.


NRG ENERGY: Completes $4.4 Billion Senior Facility Refinancing
--------------------------------------------------------------
NRG Energy Inc. has completed the $4.4 billion refinancing of its
senior credit facility.

The transaction resulted in a 25 basis points reduction in the
first lien pricing grid, a $200 million reduction in the synthetic
letter of credit facility to $1.3 billion, and various amendments
to provide improved flexibility and efficiency for returning
capital to shareholders and asset repowering and investment
opportunities.

The pricing of the Term B and LC facilities is now LIBOR + 175
basis points with further reductions available upon the
achievement of certain financial ratios.

On May 2, 2007, the company had previously disclosed its intent to
form a holding company later in 2007.  Under the refinanced credit
facility, the company, at its option, can move $1 billion of the
Term B debt to a new senior credit facility at holding company,
which was entered into June 8 as part of the refinancing
transaction.

Use of the net proceeds from the holding company facility to pay
down the NRG Term B debt will expand the company's restricted
payments capacity under its senior unsecured notes by the same
amount.  When funded, the holding company facility will price 75
basis points wider than the existing senior secured facility.

Other amendments to NRG's existing senior credit facilities
include amendments that:

  -- permit the formation of the holding company;

  -- permit the payment of up to $150 million in common share
     dividends;

  -- exclude principal and interest payments made on the holding
     Company's senior credit facility, once funded, from being
     considered restricted payments under the senior credit
     facilities;

  -- modify the existing excess cash flow prepayment mechanism so
     that the prepayments are offered to both NRG and holding
     company on a pro rata basis; and

  -- provide additional flexibility to NRG with respect to
     certain covenants governing or restricting the use of excess
     cash flow, new investments, new indebtedness and permitted
     liens.

"The planned implementation of a new Holding Company structure
took a significant step forward with the closing of the Holdco
credit facility," Robert Flexon, NRG Energy's executive vice
president and chief financial officer, commented.  "Once the
Holdco regulatory approvals are received the Holdco will be put in
place and funded, providing the company with significantly
improved capital allocation flexibility for investment and
returning capital to shareholders."

                      About NRG Energy Inc.

A Fortune 500 company, NRG Energy, Inc. (NYSE: NRG) --
http://www.nrgenergy.com/-- owns and operates a diverse portfolio
of power-generating facilities, primarily in Texas and the
Northeast, South Central and West regions of the U.S.  Its
operations include baseload, intermediate, peaking, and
cogeneration and thermal energy production facilities.  NRG also
has ownership interests in generating facilities in Australia,
Germany and Brazil.

                         *     *     *

As reported in the Troubled Company Reporter on May 7, 2007,
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.


OSG INC: Grants Restricted Stock Units to Non-Employee Directors
----------------------------------------------------------------
Overseas Shipholding Group, Inc. awarded restricted stock units to
its non-employee directors on June 5, 2007.

The restricted stock units were granted pursuant to the Overseas
Shipholding Group, Inc. 2004 Stock Incentive Plan and each
recipient of such units becomes vested in the units awarded upon
the earliest of:

    * the first anniversary of the date of grant,

    * the next annual meeting of OSG's stockholders, or

    * the recipient's death or Termination of Directorship as a
      result of a Disability (as such capitalized terms are
      defined in the 2004 Plan), provided the recipient is a
      director of OSG at such time.

One share of common stock of OSG will be distributed with respect
to each vested restricted stock unit as soon as practicable
following the date the recipient ceases to be a member of OSG's
Board of Directors.  Any restricted stock unit not vested as of
such date is forfeited.

The restricted stock units have no voting rights, may not be
transferred or otherwise disposed while the recipient is a
director of OSG and pay dividends in the form of additional
restricted stock units at the same time dividends are paid on the
common stock of OSG in an amount equal to the result obtained by
dividing (i) the product of (x) the amount of units owned by the
recipient on the record date for the dividend on the common stock
of OSG times (y) the dividend per share on the common stock of OSG
by (ii) the closing price of a share of common stock of OSG on the
payment date for the dividend on the common stock, which
restricted stock units vest immediately upon payment.

                About Overseas Shipholding

Headquartered in New York, Overseas Shipholding Group, Inc.
(NYSE:OSG) -- http://www.osg.com/-- is one of the largest
publicly traded tanker companies in the world with an owned,
operated and newbuild fleet of 117 vessels, aggregating 13.0
million dwt and 865,000 cbm, as of June 30, 2006.  As a market
leader in global energy transportation services for crude oil
and petroleum products in the U.S. and International Flag
markets, the company is committed to setting high standards of
excellence for its quality, safety and environmental programs.
OSG is recognized as one of the world's most customer-focused
marine transportation companies, with offices in New York,
Athens, London, Newcastle and Singapore.

                      *     *     *

In August 2006, Moody's Investors Service affirmed the debt
ratings of the company's Senior Unsecured at Ba1 with a stable
outlook.


OWENS-ILLINOIS: Unit's Sale Cues Fitch to Lift IDR to B
-------------------------------------------------------
Fitch Ratings has upgraded Owens-Illinois' (NYSE: OI) IDR to 'B'
following the company's announced sale of its plastics business to
Rexam, Plc. for $1.825 billion.  All other ratings have been
upgraded as:

  Owens-Illinois, Inc.:

    -- Issuer Default Rating to 'B' from 'B-';
    -- Sr. unsecured notes to 'B-/RR5' from 'CCC+/RR5';
    -- Preferred stock to 'CCC+/RR6' from 'CCC'/'RR6'.

  Owens Brockway Glass Container Inc.

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

    -- Sr. secured credit facilities to 'BB/RR1' from
       'BB-/RR1';

    -- Sr. secured notes to 'BB/RR1' from 'BB-/RR1';

    -- Sr. unsecured notes to 'BB-/RR2' from 'B/RR3';

  OI European Group, B.V.

    -- Sr. unsecured notes to 'BB-/RR2' from 'B/RR3'.

The Rating Outlook is Positive.  Approximately $5.4 billion of
debt is affected by the ratings action.

The upgrade of the IDR is based on the lower debt projected to be
outstanding after the plastics divestiture, improved financial
flexibility, OI's focus on core operations improvement, and
extended debt maturity schedule.  The Positive Outlook reflects
Fitch's expectations for continued improvement in operating
performance and credit metrics over the intermediate term as a
result of OI's focus on its core glass operations and on improving
its credit profile.  Given the lower debt levels projected after
the plastics divestiture, improved free cash flow generation could
lead to a review of the ratings for a possible upgrade.

OI recently announced it has entered into a definitive agreement
with Rexam, Plc. to sell its remaining plastics business for
$1.825 billion in cash (gross of fees and taxes). The sale is
subject to customary regulatory and other conditions, but has been
approved by the boards of directors at both companies.  The
transaction is expected to close early in the third quarter of
2007.  Fitch anticipates the transaction will receive regulatory
approval.

The company has stated its intention to use net proceeds to pay
down senior secured debt maturing in 2009, 2011, and 2012.  This
includes debt held in the U.S. at the Owens-Brockway Glass
Container subsidiary which totals $1.925 billion in three tranches
($850 million 8.875% notes due 2009; $450 million 7.75% notes due
2011; and $625 million 8.75% notes due 2012). Fitch anticipates
that a majority, if not all, of this debt class will be paid off
by the end of the year using proceeds from the sale and available
liquidity.

Fitch projects meaningful improvement in the company's key credit
metrics as a result of the reduction in debt and changes in
capital structure.  Total funded debt is projected to decline to
around $3.7 billion by fiscal-year end 2007 from $5.45 billion at
FYE 2006.  In addition, Fitch expects leverage metrics to improve
materially by the end of the year.  Although the company will lose
cash generating assets, Fitch estimates the cash flow loss will be
largely offset by interest savings on the retired debt.

Fitch's recovery ratings analysis for OI has been updated to
account for the substantial debt reduction which will take place
assuming the transaction closes as scheduled.  The elimination of
a large portion of the senior secured bond tranches as well as
notching relative to the higher IDR drives the upgrades for each
class within the debt structure.

The senior secured credit facility and the senior secured notes at
OB share equal priority and were upgraded one notch to 'BB/RR1'.
The unsecured notes at OB were upgraded two notches to 'BB-/RR2'
based on improved estimated recovery prospects and the elimination
of secured debt with higher priority.  The unsecured notes at OI
and the convertible preferred securities were upgraded one notch
to 'B-/RR5' and 'CCC+/RR6' respectively.  The ratings for these
classes continue to be constrained by their subordination and low
estimated recovery in a distressed scenario.  Asbestos liabilities
of $850 million continue to be factored into the recovery analysis

OI's ratings continue to be supported by the company's leading
market positions, global footprint, technology leadership, and
long-term customer relationships with large, stable customers.
Ratings concerns remain focused on higher energy costs and other
cost inflation and to a lesser extent asbestos liabilities.
Concerns about the strength of OI's cash flow remain a primary
ratings factor.  If OI is able to show stabilized operating
margins and sustained improvement in cash flows over the
intermediate term, the current ratings could be reviewed for a
possible further upgrade.


OWNIT MORTGAGE: U.S. Trustee & Panel OK Exclusivity Extension
-------------------------------------------------------------
Ownit Mortgage Solutions Inc. obtained consent from the Official
Committee of Unsecured Creditors and the U.S. Trustee to
extend the company's exclusive period to file a chapter 11 plan
until June 27, 2007, Bill Rochelle of Bloomberg News reports.

Separately, Bloomberg reported early this month that the
Committee opposed the $300,000 salary for Ownit's chief
executive officer, William Dallas, arguing that Mr. Dallas is
not required to work full time for Ownit.

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

No Court decision on the matter is available to date, Bloomberg
says.

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


PAC-WEST TELECOMM: Committee Taps Womble Carlyle as Co-Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases of Pac-West Telecomm, Inc. and its debtor-affiliates asks
the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Womble Carlyle Sandridge & Rice, PLLC as its
co-counsel, effective as of May 9,2007.

Womble Carlyle will:

     a. assist and advise the Creditors' Committee in its
        discussions with the Debtors and other parties in interest
        regarding the overall administration of these cases;

     b. represent the Committee at hearings to be held before the
        Court and communicate with the Committee regarding the
        matters heard and the issues raised as well as the
        decisions and considerations of the Court;

     c. assist and advise the Committee in its examination and
        analysis of the conduct of the Debtors' affairs;

     d. review and analyze pleadings, orders, schedules, and other
        documents filed and to be filed with the Court by
        interested parties in these cases; advise the Committee
        as to the necessity, propriety, and impact of the
        foregoing upon these cases; and consent or object to
        pleadings or orders on behalf of the Committee, as
        appropriate;

     e. assist the Committee in preparing those applications,
        motions, memoranda, proposed orders, and other pleadings
        required in support of positions taken by the Committee,
        including all trial preparation necessary;

     f. confer with the professionals retained by the Debtors and
        other parties in interest, as well as with other
        professionals employed by the Committee;

     g. coordinate the receipt and dissemination of information
        prepared by and received from the Debtors' professionals,
        as well as information received from professionals
        engaged by the Committee or other parties in interest in
        these cases;

     h. participate in the examinations of the Debtors and other
        witnesses necessary to analyze and determine, among other
        things, the Debtors' assets and financial condition,
        whether the Debtors have made any avoidable transfers of
        property, or whether causes of action exist on behalf of
        the Debtors' estates;

     i. negotiate and formulate a plan of reorganization for the
        Debtors; and

     j. assist the Committee generally in performing other
        services as may be desirable or required for the
        discharge of the Committee's duties pursuant to
        Section 1103 of the Bankruptcy Code.

Womble Carlyle will be paid based on these rates:

     Professional                               Hourly Rate
     ------------                               -----------
     Steven K. Kortanek, Esq., lead attorney        $425
     Todd D. Ross, Esq., associate                  $250
     Other attorneys                            $120 to $750
     Paraprofessionals                           $30 to $175

Womble Carlyle will be co-counsel for Brown Rudnick Berlack
Israels LLP in connection with the Debtors' chapter 11 cases.
The Committee will file a separate application to retain Brown
Rudnick.

The Committee tells the Court that Womble Carlyle and Brown
Rudnick have discussed their respective responsibilities in
representing the Committee to avoid any duplication of efforts.
The Committee added that should conflicts arise that impair Brown
Rudnick's ability to act as counsel to the Committee, the
Committee intends for Womble Carlyle to act as their special
conflicts counsel.

The Committee believes that Womble Carlyle is a disinterested
person, and does not hold or represent an interest adverse to the
Debtors' estates.

The firm can be reached at:

         Steven K. Kortanek, Esq.
         Lead Attorney
         Womble Carlyle Sandridge & Rice, PLLC
         222 Delaware Avenue, Suite 1501,
         Wilmington, Delaware 19801
         http://www.wcsr.com/

Based in Stockton, California, Pac-West Telecomm Inc. (OTC:
PACW.PK) -- http://www.pacwest.com/-- is a local exchange
carrier.  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 affiliates filed for Chapter 11 protection
On April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through
07-10567).  Jeremy W. Ryan, Esq. and Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $53,883,888 and total
debts of $66,358,711.


PAC-WEST TELECOMM: Wants to Employ Saul Ewing as Co-Counsel
-----------------------------------------------------------
Pac-West Telecomm Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Saul, Ewing LLP as their co-counsel effective as of the
bankruptcy filing.

Saul Ewing will:

     a. advise the Debtors of their rights, powers and duties as
        debtors and debtors-in-possession;

     b. advise the Debtors concerning, and assist in the
        negotiation and documentation of, financing agreements,
        debt restructurings, cash collateral arrangements, and
        related transactions;

     c. review the nature and validity of liens asserted against
        the property of the Debtors and advise the Debtors
        concerning the enforceability of those liens;

     d. prepare on behalf of the Debtors all necessary and
        appropriate applications, motions, pleadings, draft
        orders, notices, schedules, and other documents, and
        reviewing all financial and other reports to be filed in
        their chapter 11 cases;

     e. advise the Debtors concerning, and preparing responses to,
        applications, motions, pleadings, notices and other papers
        that may be filed and served in their chapter 11 cases;

     f. counsel the Debtors in connection with the consummation of
        any plan and related documents; and

     g. perform all other legal services for and on behalf of the
        Debtors that may be necessary or appropriate in the
        administration of their chapter 11 cases.

The Debtors will pay Saul Ewing according to these hourly rates:

          Professional                      Hourly Rate
          ------------                      -----------
          Norman L. Pernick, partner           $575
          Jeremy W. Ryan, partner              $330
          Patrick J. Reilley, associate        $260
          Monica A. Molitor, paralegal         $165
          Pauline Z. Ratkowiak, paralegal      $165
          Veronica Parker, clerk               $95

In April 2007, the Debtors paid Saul Ewing a retainer of $150,000
for the planning, preparation of documents and its proposed post-
petition representation of the Debtors.  Of this amount, $22,313
was applied to outstanding pre-petition balances and $6,234 for
the filing of the cases.  The remaining $121,453 constitutes an
advance security retainer to be applied against Saul Ewing's
allowed fees and expenses, as permitted by the Court.  Per the
terms of Saul Ewing's engagement, the post-petition retainer will
be treated as an evergreen retainer.

The Debtors tell the court that it is essential to employ Saul
Ewing, along with Jenner & Block LLP, as their bankruptcy counsel.
The Debtors add that neither Saul Ewing, nor any of its
professionals represents any interest adverse to the Debtors or
their estates.

The firm can be reached at:

             Jeremy W. Ryan, Esq.
             Saul Ewing LLP
             222 Delaware Avenue
             Suite 1200, PO Box 1266
             Wimington, Delaware 19899
             http://www.saul.com/

Based in Stockton, California, Pac-West Telecomm Inc. (OTC:
PACW.PK) -- http://www.pacwest.com/-- is a local exchange
carrier.  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 affiliates filed for Chapter 11 protection on
April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through
07-10567).  When the Debtors filed for protection from
their creditors, they listed total assets of $53,883,888 and total
debts of $66,358,711.


PARMALAT SPA: Milan Judge Orders Four Banks to Stand Trial
----------------------------------------------------------
Judge Cesare Tacconi in Milan has ordered four banks to stand
trial for their alleged role in the collapse of Parmalat S.p.A.,
various reports say.  13 individuals were also ordered to face
trial on the same charges.

The four banks are Citigroup, UBS AG, Morgan Stanley and Deutsche
Bank AG.  The names of the individuals however were not disclosed.

The trial is scheduled on Jan 22, 2008.

Bloomberg reports that according to Milan magistrates, the banks
failed to disclose the terms of  bond sale as well as other
financing.  Bloomberg adds that market manipulation carries a term
of up to five years while the banks could be fined EUR1 million
per count.

The banks have denied the allegations.

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
or bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy
on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.


PETROLEUM GEO: $800MM Debt Refinancing Cues S&P to Affirm Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on geophysical company Petroleum Geo-Services ASA.

The affirmation follows PGS' announcement that it will seek to
refinance existing senior secured debt with $800 million in new
senior secured credit facilities (consisting of a $500 million
term loan B and $300 million revolving credit facility) as well as
fund a one-time special dividend of $300 million.

Despite the leveraging aspects of this transaction, S&P expect
credit measures to remain at acceptable levels for the current
ratings over the near to intermediate term.  The outlook is
stable.

S&P will not rate the new senior secured credit facilities, and
will withdraw its 'BB-' senior secured rating on PGS' current bank
facilities ($850 million term loan B and $150 million revolving
credit facility) upon close of the new facilities.

Pro forma the refinancing, Lysaker, Norway-based PGS will have
$587 million in long-term debt (including $75.7 million in
amortizing secured debt at wholly owned subsidiary Oslo Seismic
and capital leases of about $12.2 million).

"The ratings on PGS reflect the company's participation in the
very competitive and highly cyclical seismic subsector of the
oilfield services industry," said Standard & Poor's credit analyst
Jeffrey Morrison.  "Ratings also incorporate management's
increasing focus on rewarding shareholders in the current industry
upcycle as well as an aggressive financial risk profile.  Concerns
are partially offset by PGS' strong market position in marine and
onshore seismic operations, a sizable and technically
sophisticated fleet of 3D marine seismic acquisition vessels, and
expectations that currently favorable industry conditions will
support near-term cash flow and credit measures."

The stable outlook incorporates S&P's expectations that currently
favorable industry conditions, manageable debt levels, and
improved cash flow generation will support ratings in the near to
intermediate term.  Given the leveraging effects of recent
transactions, positive rating actions are likely limited in the
near term.  In the longer term, further rating improvement, while
possible, will depend on S&P's assessment of the company's
business risk profile (given participation and in a challenging
and historically volatile industry) and management's adherence to
prudent financial policy.  Conversely, if management pursues
growth initiatives and/or additional rewards to its shareholders
in a more leveraging manner (i.e., causing adjusted debt to EBITDA
to materially exceed 2x-2.5x in an upcycle environment), or if
operational performance deviates materially from S&P's
expectations, negative rating actions could result.


PLAINS EXPLORATION: Moody's Cuts Corporate Family Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service downgraded Plains Exploration &
Production's Corporate Family Rating to Ba3 from Ba2, concluding a
review for downgrade.

Under Moody's Loss Given Default Methodology, Moody's also
assigned a B1 (LGD5; 73%) rating to PXP's $600 million offering of
8-year and 12-year senior unsecured notes and reduced the existing
senior unsecured note rating from Ba3 (LGD5; 79%) to B1 (LGD5;
73%).  The rating outlook is stable.

"The downgrades reflect the jump in leverage, continuing high
leverage due to expected substantially negative 2007 cash flow and
modest 2008 cash flow after capital spending, PXP's high full-
cycle cost structure relative to its realized prices, significant
productivity and commercial threshold risk in the newly acquired
Colorado Piceance Basin properties until their productivity
patterns per new well and price realizations are observed,
continued stunted Piceance natural gas prices until pipeline
expansions come on in 2008 through 2009, and our view that PXP has
not ruled out equity buybacks, though at more modest levels than
in the past," Moody's analyst Andrew Oram commented.

The Ba3 rating is supported by PXP's proven reserve and production
and scale; a long proven developed reserve life; focused core
holdings; seasoned and talented management with prior experience
in managing heavy front-end offshore capital programs and
escalated post-acquisition leverage; an expected plateau in PXP's
cost escalations; and continuing supportive prices. PXP has
previously demonstrated an ability to reduce leverage through
divestments of deepwater Gulf of Mexico properties.  Rather than
carry proportionately large, deepwater GOM development costs, lead
times, and risk through to production start-up, PXP intends to
divest exploratory successes once they are sufficiently delineated
to receive fair value to that point.

While PXP's GOM strategy does expose it to the risk of heavy
upfront, risk-concentrated, capital investments before commercial
value can be ascertained, it does appear that PXP's participation
in the Hurricane Deep GOM discovery may provide it with a material
asset monetization opportunity prior to year-end 2007.

However, pro-forma leverage on PD reserves, fully-loaded total
proven reserves, cash flow after sustaining capital spending, and
production considerably exceeds levels suited to the prior
ratings.  PXP's reserve base contains a very high 52% of largely
unfunded proven undeveloped reserves.  PXP also continues to
devote proportionately significant cash flow to high risk though
potentially high reward deepwater GOM exploration and development
activity at a time of elevated leverage.  If it can repeat in 2007
a semblance of its 2006 GOM successes that were subsequently
monetized, such proceeds may be devoted to debt reduction and/or
stock buybacks.

Note proceeds will repay bank debt incurred to fund PXP's $964
million purchase of private Laramie Energy's oil and gas
properties in the southern Piceance Basin for $900 million in cash
and 1 million PXP common shares.  Laramie held mostly prospective
non-producing acreage and, as currently estimated by PXP, 64 mmboe
of proven reserves. PXP believes Laramie adds an indirect natural
gas cost hedge for its high cost California heavy oil steam flood
properties and a large inventory of PUD, probable, and possible
drilling locations.  Using year-end 2006 prices held flat under
SEC guidelines, PXP estimated only 15 mmboe of proven reserves,
all of which were PD reserves.

PXP's 64 mmboe proven reserve estimate uses normalized price
realizations.  A very low 25% (16 mmboe) of that estimate is PD
reserves with only half of that being cash flowing proven
developed producing reserves.  A very high 75% of reserves are
PUD, with substantial funding needs and productivity and
commercial threshold risks.

Relative to Laramie's production and PXP's estimate of Laramie
reserves, it paid a high price, including over $158,000/boe of
current production (6,000 boe per day), roughly $127/boe of PDP
reserves, $63/boe of PD reserves and, including future capital
spending to bring non-PDP proven reserves to production, roughly
$26/boe for total proven reserves.  The package includes a 25%
interest in a natural gas gathering system.

However, PXP believes it can substantially boost Laramie's
production with eventual additional tie-ins to regional pipelines,
expanded regional pipeline takeaway capacity, and substantial
capital spending and drilling on its PUD, probable, and possible
inventory.  The developed non-producing half of Laramie's PDP
reserves include roughly 50 wells drilled to total depth and
awaiting hydraulic fracturing and another 50 wells already
hydraulically fractured.  Thus, Laramie brings roughly 100
developed wells awaiting tie-in.  The 2008-09 ramp-up of the
Rockies Express Pipeline may alleviate a portion of the Rocky
Mountains production bottleneck and large natural gas price
discount but a substantial discount is likely to persist. Moody's
believes the Piceance is a price-sensitive play in terms of
operating margin coverage of drilling, development, and completion
costs.

Pro-forma for the Laramie acquisition and the new debt issue, PXP
will have approximately $1.1 billion of senior unsecured long-term
debt and roughly $355 million of secured bank debt. Pro-forma
leverage on PD reserves of approximately $7.55/boe is up
significantly from PXP's historical range of $2-$3 per boe of PD
reserves and fully-loaded leverage on total proven reserves is
approximately $10/boe.  Leverage may rise as capital spending
exceeds 2007 cash flow.

Moody's believed that PXP's high operating costs, production
trends, and its reserve replacement cost profile required it to
maintain moderate leverage on reserves, relative to its former Ba2
ratings.  The ratings reflect a high cost structure approaching
$40/boe.  Given that PXP's PUD's now comprise a very high 53% of
total pro-forma proven reserves, it is highly likely that drillbit
finding and development costs will rise as PXP spends aggressively
to develop and bring to production already booked PUD reserves.

PD reserves have declined by almost 70 mmboe since year-end 2005
while debt rose by $675 million.  However, Moody's notes that the
PD reserve decline was caused both by asset sales and an over 30
mmboe reclassification of PD reserves to PUD reserves due to
reduced estimates of average mechanical wellbore lives in the
long-lived Cymric Field (steam flood).  The ratings also reflect
PXP's flat-to-down production trends.  PXP's production had
dropped from approximately 53,900 boe/day in fourth quarter to
51,900 boe/day in first quarter 2007.  While PXP attributes the
decline to downtime associated with maintenance work, Moody's
notes that PXP's modest scale, overall production trends, and low
diversification could not offset the rather small impact of
downtime.

Separately, Moody's notes that PXP has indicated that it is
contemplating creation of a master limited partnership. Depending
on the ultimate structure and use of proceeds, the MLP could be a
factor in future rating actions.

Plains Exploration & Production Company is headquartered in
Houston, Texas.


PLAINS EXPLORATION: S&P Affirms BB Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on independent oil and gas company Plains
Exploration & Production Co. and removed the 'BB-' unsecured
rating on PXP from CreditWatch with negative implications, where
it had been placed on April 19, 2007.

At the same time, S&P assigned its 'BB-' rating to PXP's $600
million new unsecured notes maturing in 2015 and 2019.  PXP will
use proceeds from the note offering to refinance short-term
borrowings on PXP's revolving credit facility.  The outlook is
stable.

The affirmation of the senior unsecured rating on PXP reflects
S&P's expectations that the borrowing base on PXP's revolving
credit facility will decrease to $970 million following the
issuance of the new notes.  As a result, S&P expect PXP's ability
to incur secured debt to remain below 30% of assets.  Therefore,
there is a one-notch difference between the corporate credit
rating and the senior unsecured rating, as per Standard & Poor's
criteria.

Pro forma refinancing and the recent acquisition of oil and gas
properties in the Piceance Basin, S&P expect Houston, Texas-based
PXP to have close to $1.4 billion in total debt.

"The ratings on PXP reflect a historically acquisitive growth
strategy, recent strategic repositioning initiatives that have
included sizable cash outlays for hedge restructurings, asset
sales, increased share repurchase activity, and a more ambitious
near-term exploration program in the U.S. Gulf of Mexico," said
Standard & Poor's credit analyst Jeffrey Morrison.  "Concerns are
nearly mitigated by PXP's long-lived and predictable reserves in
California, a midsize reserve base, an improved hedge position,
and an experienced management team."

The stable outlook reflects S&P's expectation that PXP's financial
risk profile and leverage measures will remain consistent with its
expectations for the current ratings following the Piceance
acquisition, despite some concern regarding recent strategic
repositioning initiatives.  S&P also view the stable production
characteristics of PXP's long-lived California assets as
supportive of credit quality.  Nonetheless, S&P view PXP as having
limited flexibility in the current ratings with regard to
additional leverage.  Specifically, if PXP were to pursue
additional growth initiatives and/or rewards to its shareholders
in the intermediate term, negative rating actions could result.
S&P would view potential debt reduction through additional
intermediate-term asset sales as constructive, but not as a
catalyst for any positive rating actions.


PORT OF MIAMI: Looking for Ways to Cut Security Costs
-----------------------------------------------------
The Port of Miami could be headed to a likely bankruptcy unless
cost-effective alternatives are put in place on its post 9/11
security measures, Local10.com reports citing Director Bill
Johnson.

According to Mr. Johnson, the port, which spends around
$19 million a year on mandated security measures, must find ways
to reduce overall security cost.

The report discloses that Mr. Johnson is mulling on "reallocating
and use civilian personnel to replace sworn personnel."  Citing
Port Security Director James Maes, the report adds that private
security officers could take the place of police officers on
overtime which are currently paid around $60 to $90 an hour.

Mr. Johnson however, the report adds, assured that the level of
security won't be diminished or reduced.

The port is also looking on requesting the Miami-Dae police to
assign additional officers on straight time to reduce the number
hired on overtime, the report concludes.


PREGIS CORP: Extends Senior Notes Exchange Offer to June 15
-----------------------------------------------------------
Pregis Corporation has extended its offer to exchange up to
EUR100 million of its Second Priority Senior Secured Floating Rate
Notes due 2013 and up to $150 million of its 12-3/8% Senior
Subordinated Notes due 2013 for an equal principal amount of
Second Priority Senior Secured Floating Rate Notes due 2013 and
12-3/8% Senior Subordinated Notes due 2013 that have been
registered under the Securities Act of 1933, as amended.  The
exchange offer is now scheduled to expire at 12:00 a.m., Eastern
Time, on June 15, 2007, from June 12, 2007, unless further
extended by Pregis Corporation.

As of 5:00 p.m., Eastern Time, on June 11, 2007, approximately
$80.9 million of the outstanding 12-3/8% Senior Subordinated Notes
and none of the outstanding Second Priority Senior Secured
Floating Rate Notes had been tendered in the exchange offer.

Requests for a prospectus and a letter of transmittal in
connection with the exchange offer for the Second Priority Senior
Secured Floating Rate Notes due 2013 should be directed to the
exchange agent, The Bank of New York, at +44 207 964 6512.

Requests for a prospectus and a letter of transmittal in
connection with the exchange offer for the 12-3/8% Senior
Subordinated Notes due 2013 should be directed to the exchange
agent, The Bank of New York, at (212) 815-5098.

Pregis Corporation -- http://www.pregis.com/-- is a global
provider of innovative protective, flexible, and foodservice
packaging and hospital supply products. The specialty-packaging
leader currently operates 44 facilities in 17 countries around the
world.  Pregis Corporation is a wholly owned subsidiary of Pregis
Holding II Corporation.

                           *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
Standard & Poor's Ratings Services raised its ratings on Pregis
Corp.'s EUR100 million second-priority floating-rate notes due in
2013.  The notes rating was raised to 'B+' from 'B-' and the
recovery rating was revised to '1' from '3'.  The new ratings
indicate S&P's expectation that second-priority noteholders would
receive full recovery of principal in a payment default.  The
upgrade was prompted by a reassessment of how the unpledged value
of foreign subsidiaries would benefit these noteholders.


PROTECTION ONE: Completes $115MM Senior Notes Exchange Offering
---------------------------------------------------------------
Protection One Alarm Monitoring Inc. has completed its offer to
exchange up to $115.345 million of its outstanding 12% Senior
Secured Notes due 2011 for a like amount of new 12% Senior Secured
Notes due 2011, Series B that have been registered under the
Securities Act of 1933, as amended.

The Old Notes were issued on April 2, 2007 in exchange for 12%
Senior Secured Notes due 2011, of Integrated Alarm Services Group
Inc. in connection with the closing of
the Protection One/IASG merger.

The exchange offer expired at 5:00 p.m., EDT, on June 11, 2007.
During the offer, $115.345 million in aggregate principal amount
of the Old Notes were exchanged.  Because IASG did not register
the IASG Notes with the Securities and Exchange Commission, the
IASG Notes and the Old Notes bore an additional 1% of interest.

Upon the completion of the exchange offer, the interest rate on
the New Notes decreased to 12%.  The terms of the New Notes are
substantially identical to those of the Old Notes, except that
the transfer restrictions and registration rights relating to the
Old Notes do not apply to the New Notes.

Headquartered in Lawrence, Kansas, Protection One Alarm Monitoring
Inc. is a wholly owned subsidiary of Protection One Inc. --
http://www.protectionone.com/-- (Nasdaq: PONE, previously OTC
Bulletin Board: PONN) provides installation, maintenance and
monitoring of these state-of-the-art, user-friendly fire and
burglar alarm systems.  Network Multifamily, the company's wholly
owned subsidiary, is the largest and oldest monitored security
provider to the multifamily housing market.  Protection One's
2,300 professionals serve its customers from more than 64 branch
offices and three state-of-the-art monitoring facilities.

                           *     *     *

As reported in the Troubled Company Reporter on April 5, 2007,
Moody's Investors Service assigned a B3 rating to Protection One
Alarm Monitoring Inc.'s new $115 million second lien notes and
upgraded the ratings on the $300 million senior secured term loan
B due 2012 and $25 million revolver due 2010 to Ba3 from B1
following the consummation of the merger with Integrated Alarm
Services Group Inc.


QUALITY HOME: S&P Reinstates B Rating at Company's Request
----------------------------------------------------------
Standard & Poor's Ratings Services said that at the request of
Quality Home Brands Holdings LLC. it reinstated its 'B' corporate
credit rating for the company.

At the same time, S&P also reinstated the bank loan and recovery
ratings on Quality Home Brands' $420 million senior secured bank
financing but revised them to reflect the recently announced
changes to S&P's recovery scale.  The outlook is stable.

The bank loan ratings on Quality Home Brands' $320 million first-
lien senior secured facilities, which consist of a $30 million
revolving credit facility and a $290 million first-lien term loan,
are 'B+', one notch above the corporate credit rating, with a
recovery rating of '2', indicating expectations of substantial
recovery (70%-90%) in the event of a payment default.  The rating
on the $100 million second-lien term loan is 'CCC+', two notches
below the corporate credit rating, with a recovery rating of '6',
indicating expectations of negligible recovery (0-10%) in the
event of a payment default.

Cary, North Carolina-based Quality Home Brands designs, supplies,
manufactures, and markets residential lighting fixtures.

"While pro forma debt leverage is high for the existing ratings,
we expect free cash flow to help reduce debt leverage by the end
of fiscal 2007," said Standard & Poor's credit analyst Bea Chiem.
"We could revise the outlook to negative over the near term if the
company increases leverage or faces significant declines in its
operations and/or liquidity. Over the intermediate term, we could
change the ratings or revise the outlook to positive if the
company significantly reduced leverage and demonstrated a
financial policy in line with a higher rating."


RETAIL INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Retail Investments, LLC
        dba The B-Side
        dba Canal Bridge Canoes
        dba Joe Jones Wilderness House
        2709 White Mountain Highway
        P.O. Box 920
        North Conway, NH 03860

Bankruptcy Case No.: 07-20512

Type of Business: The Debtor retails skiis, bicycles, and other
                  sporting goods from various retail locations in
                  Maine, New Hampshire, Vermont and Massachusetts.

Chapter 11 Petition Date: June 12, 2007

Court: District of Maine (Portland)

Debtor's Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, P.A.
                  100 Middle St., East Tower
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000

Total Assets: $8,495,020

Total Debts:  $8,022,811

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
Burton Snowboards                                $462,941
P.O. Box 116
Albany, NY 11201-0116

North Face                                       $191,283
P.O. Box 1817
Appleton, WI 54912-1817

Marmot Mountain, LLC                             $182,534
12995 Echo Court
Reno, NV 89506

Arc'teryx                                        $121,809

Confluence Holdings                              $111,547

Lafuma American Inc.                              $65,969

Sport Obermeyer                                   $55,991

Waterville Valley Ski Resort                      $54,117

Red Corp.                                         $51,813

K2 Corp.                                          $51,813

Helly Hansen                                      $49,895

Iron Horse Bicycle                                $49,197

Cloudveil Mountain Works, LLC                     $47,773

Patagonia                                         $43,755

Sports Recreation Co. Ltd.                        $43,543

Columbia Sportswear Co.                           $39,362

Oakley, Inc.                                      $31,900

Wintersteiger                                     $31,164

The Mountain Center                               $28,839

Bogner of America                                 $28,087


REXAM PLC: Moody's Puts (P)Ba2 Rating on Proposed Securities
------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Ba2 rating to
the proposed issuance of capital securities by Rexam Plc rated
Baa3 for senior unsecured debt.

The assigned rating and the basket designation will be subject to
satisfactory final documentation.  The outlook for the ratings is
stable.

The capital securities will, in Moody's view, have sufficient
equity-like features to allow it to receive basket "D" treatment,
i.e. 75% equity and 25% debt, for financial leverage purposes.
This basket designation will shift from "D" to "C" (i.e. 50%
equity and 50% debt) in 2017 and will be basket "C" for the next
20 years.  Thereafter the instruments will shift to basket "B"
(i.e. 25% equity and 75% debt) for the next 10 years and basket
"A" (i.e. 0% equity and 100% debt) for the last 20 years.  The
basket allocation is based on the following rankings for the three
dimensions of equity:

No Maturity -- Moderate: The bonds will have a maturity of 60
years and a first call option by the issuer in whole commencing in
the 10th year.  Prior to the first call date, the issuer has the
right to redeem the bonds upon a tax, capital or accounting event.
If called, the company intends to redeem the capital securities
only with the proceeds from the issuance or sale of ordinary
shares or replacement securities within a period of six months
prior to the redemption date.  Replacement securities must have
equal or greater equity credit than the capital securities.  In a
change of control event, the company can redeem the securities;
otherwise, the coupon rate increases by 500 basis points.  Senior
note holders are similarly protected as the company will make a
tender offer for outstanding senior notes at par.

No Ongoing Payments -- Strong: There is cumulative optional
deferral and mandatory deferral of distributions is tied to the
breach of a meaningful trigger, which is defined as the ratio of
adjusted net debt to adjusted EBITDA above 5.5x at the
determination date or 4.5x at four consecutive determination
dates.  If the trigger is breached, distributions will be
immediately settled with the proceeds from the issuance of
qualifying securities, such as ordinary shares, warrants or
eligible securities, which cannot exceed 25% of the principal
amount.  In bankruptcy, any unpaid distributions in excess of the
25% cap will rank equally with common shares.  The company is not
allowed to repurchase shares within 12 months after the deferral.

Loss Absorption -- Strong: This instrument is the most
subordinated debt in the capital structure.  Holders have no
acceleration rights in bankruptcy.

The capital securities have been notched downward twice from the
senior unsecured rating in practice with corporate issuers in
Europe with a third notch being capped in line with Moody's
methodologies for all issuers rated Ba2 and above.

Rexam Plc is a leading consumer packaging company and is the
world's largest aluminium beverage can producer.  Headquartered in
the U.K., the company had 24,200 employees as of fiscal year 2006,
100 plants in 20 countries and generated revenues of GBP3.7
billion.


ROUGE INDUSTRIES: Court Approves ARAMARK Settlement Agreement
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved Rouge Industries Inc. and its debtor-affiliates'
settlement agreement with ARAMARK Uniform & Career Apparel LLC,
which provides for the settlement of ARAMARK's claim against the
Debtors.

As reported in the Troubled Company Reporter May 18, 2007,
ARAMARK filed an unsecured, nonpriority proof of claim against
the Debtors for $726,887.  Previously, the parties had a squabble
over alleged overpricing of products and breaches of contract.
Following the Debtors' filing for bankruptcy, the state court
where the lawsuits were filed stayed the parties' actions.

In order to save time and avoid excessive costs, the Debtors and
ARAMARK entered into a settlement wherein:

   1) ARAMARK's claim will be disallowed in its entirety upon the
      date when the Court approves the settlement agreement; and

   2) ARAMARK has agreed not to further files proofs of claim
      against the Debtors.

Headquartered in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially all
of the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


ROUGE INDUSTRIES: Hires Towers Perrin as HR Consultants
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Rouge
Industries Inc. and its debtor-affiliates permission to employ
Towers Perrin Forster & Crosby, Inc. as their human resources
consultants and actuaries.

As reported in the Troubled Company Reporter on May 18, 2007, the
firm is expected to:

   a. provide actuarial valuation services for purposes of
      defining the funding requirements for the Pension Plans as
      required under ERISA;

   b. provide actuarial valuation services for purposes of
      defining expense and other financial disclosures required
      under generally accepted accounting requirements;

   c. consult on the design, administration, funding and
      expense of the benefit programs;

   d. project future pension funding and expense under the
      Pension Plans, other post retirement benefit plans or
      alternatives to such plans;

   e. consult on the administration of the Pension Plans;

   f. assist in preparing any government forms required to be
      filed under ERISA; and

   g. assist in preparing responses to any legal proceedings,
      including bankruptcy proceedings or other proceedings
      involving the PBGC or IRS.

Robert M. O'Keefe, a principal at Towers Perrin, tells the Court
that the Firm's professionals bill:

      Professional                    Hourly Rate
      ------------                    -----------
      Principals                      $575 - $655
      Senior Consultants              $425 - $565
      Consultants                     $320 - $415
      Associates                      $213 - $309
      Interns                          $64 - $202
      Administrative Assistants       $122 - $144

Mr. O'Keefe assured the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially all
of the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


ROUGE INDUSTRIES: Has Until July 16 To File Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Rouge Industries Inc. and its debtor-affiliates' exclusive periods
to:

   a) file a plan of reorganization until July 16, 2007; and

   b) solicit acceptances to that plan until Sept. 17, 2007.

As reported in the Troubled Company Reporter on May 17, 2007,
The Debtors have filed 16 prior motions for the extension of
their exclusive periods.

The Debtors assured the Court that they intend to move forward
with the filing of a plan and disclosure statement.  The Debtors,
however, still need additional time to file the plan to allow
the Debtors to consider certain aspects of the plan based on
their settlement discussions with the Pension Benefit Guaranty
Corporation and the International Union, United Automobile
Aerospace and Agricultural Implement Workers of America.

Based in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially all
of the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


S-TRAN HOLDINGS: Wants Exclusive Plan Filing Period Extended
------------------------------------------------------------
S-Tran Holdings Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend
their exclusive periods to:

     a. file a Chapter 11 plan until Sept. 4, 2007; and

     b. solicit acceptances until Nov. 5. 2007.

The Debtors tells the Court that they are actively analyzing
information relevant to potential assets recoveries, including the
recovery of additional accounts receivables.

At present, the Debtors disclosed to the Court that they have
reached approximately 70 settlements of preference claims and
expect to recover up to $600,000.

Laura D. Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C., said that the Debtors' request to further extend
their exclusive period will not prejudice their creditors.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  Donald A. Workman, Esq., at Foley &
Lardner LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


SANTA FE MINERALS: Exclusive Period Extended Until August 13
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended Santa Fe Minerals Inc. and 15375 Memorial Corporation's
exclusive periods to:

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

     b. solicit acceptances of that plan until Oct. 15, 2007.

The Debtors' exclusive period to file a Chapter 11 plan expired
on June 12, 2007.

The Debtors tell the Court that the request for extension intends
to prevent BEPCO L.P. fka Bass Enterprises Production Company to
take discovery and develop arguments to use in the context of
Bass' pending motion to dismiss the Debtors' case.

The Debtor said that the trial of the pending Bass litigation is
scheduled for July 11 and 12, 2007.

The Debtors state that they will file a Chapter 11 plan and
disclosure statement, if, and only if, the Court has decided on
Bass' pending motion to dismiss their case.

Headquartered in Houston, Texas, 15375 Memorial Corporation is the
sole shareholder of Santa Fe Mineral, Inc.  Santa Fe Minerals is a
Wyoming based corporation dissolved in 2000.  Under Wyoming law,
creditors of a dissolved corporation can recover their debts from
the dissolved corporation's shareholders, up to the value of the
assets that each shareholder received at the dissolution.

15375 Memorial and Santa Fe Minerals filed for chapter 11
protection on Aug. 16, 2006 (Bankr. D. Del. Case Nos. 06-10859 &
06-10860).  John D. Demmy, Esq., at Stevens & Lee, P.C.,
represents the Debtors.  No Official Committee of Unsecured
Creditors have been appointed in the Debtors' cases.  When the
Debtors filed for protection from their creditors, they estimated
their assets between $100,000 to $500,000 and liabilities of more
than $100 million.


SEA CONTAINERS: Wants to Obtain Up To $176.5 Million DIP Financing
------------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to borrow
and obtain up to $176,500,000, pursuant to a postpetition DIP
credit facility with Mariner LCD, Dune Capital LLC, Dune Capital
LP, Wells Fargo Bank N.A., as administrative and collateral agent,
and certain other lenders.

                      The Caspian Facility

Mariner and Dune Capital, along with Trilogy Capital LLC and
Caspian Capital Partners LP, had committed on May 3, 2007, to
provide Sea Containers Ltd. with a $176,500,000 DIP facility.

The Court subsequently authorized the Debtors to enter into the
Caspian Commitment Letter.

However, after engaging in extensive negotiations regarding the
terms of a financing facility, it became clear to the parties
that loan documentation would not be finalized in time to allow
for final Court approval by June 15, 2007, as contemplated under
the May 3 Commitment Letter, according to Robert D. Brady, Esq.,
at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

Currently, SCL and the DIP Lenders continue to draft and
negotiate on the Secured Superpriority DIP Credit Agreement, Mr.
Brady informs the Court.  "[Those] documents are nearly
finalized."

As of June 8, 2007, SCL and the DIP Lenders, including Wells
Fargo, have prepared a draft DIP Agreement, Mr. Brady tells the
Court.

Mr. Brady adds that the Debtors deem it important to file their
DIP Motion at this time as the lenders under the SPC debt
securitization facility are threatening to foreclose their liens
in Sea Containers SPC Ltd.'s assets if they are not repaid by
June 30, 2007.

                   The Wells Fargo Facility

Under the New DIP Facility, Marine and Dune Capital will provide
SCL with a term loan of up to $151,500,000, and a $25,000,000
revolving credit facility.

Trilogy Capital will no longer be a lender under the New DIP
Facility, but is anticipated to take a participation interest in
the DIP Facility.

Wells Fargo will serve as the administrative and collateral agent
under the New DIP Facility.

The Term Loan provides for a non-amortizing term loan available
in a single drawing on the Closing Date.

The Debtors intend to use the proceeds of the Term Loan to make a
capital contribution to SPC Holdings Ltd., a non-debtor
subsidiary of which SCL holds the entire economic interest.   In
turn, Holdings will make a capital contribution to Sea Containers
SPC, a "bankruptcy remote" subsidiary.  SPC will then use the
proceeds of the capital contribution to repay an existing debt
securitization facility.

"The repayment of the securitization facility will prevent
foreclosure by SPC's lenders, which have alleged a default under
that facility," Mr. Brady notes.

In addition, the Term Loan will also be used to pay all costs and
expenses of the DIP Lenders and the DIP Agent relating to the
structuring of the proposed financing for SCL or SPC.

On the other hand, the proceeds of the Revolving Credit Facility
will be used for SCL's general corporate purposes in the ordinary
course of business.

                         Interest Rates

The rate of interest per annum with respect to the unpaid amount
of all DIP Loans will be the Eurodollar Rate for the relevant
Interest Period plus the Applicable Margin.  Non-Default Rate
interest on the DIP Obligations will be payable monthly in
arrears.

The annual interest rate to the unpaid amount of all DIP Loans
during the continuance of an Event of Default will be the one-
month Eurodollar Rate, calculated daily, plus the Applicable
Margin plus 2.0%.

With respect to the unpaid amount of all other DIP Obligations
during the Event of Default, the annual interest rate is the
default rate that would be applicable to Revolving Credit Loans.
The Default Rate interest on the DIP Obligations will be payable
in cash on demand and will be compounded daily.

Events of Default under the Wells Fargo DIP Facility include
customary events of default for DIP financings.

                          Collateral

The DIP Obligations of SCL under the Wells Fargo Facility will be
secured by a perfected, first priority security interest and lien
on:

   (i) SCL's equity interests in Holdings and SPC;

  (ii) all of SCL's cash and cash equivalents; and

(iii) all amounts received or receivable by SCL from Holdings
       and SPC.

Holdings will guarantee the full payment of SCL's DIP Obligations
when it comes due.

The Guarantee will be secured by a perfected, first priority
security interest in all Holdings' assets.  The amount of the
Guarantee, however, will be limited to the value of Holdings'
assets at the time the guarantee is given.

All DIP Obligations will be granted a superpriority
administrative expense claim with priority over all other costs
and expenses of any kind.  The DIP Lenders' superpriority
administrative expense claim will be payable from all of the
Debtors' properties.

As additional protection, SCL agree not to seek any order that
attempts to grant any other party a superpriority claim or
otherwise subordinate the DIP Obligations or the DIP Lien.

                             Fees

SCL will pay all costs and expenses of the DIP Lenders and the
DIP Agent relating to the structuring of the proposed financing
for SCL or SPC.

SCL will pay a refinancing fee equal to 1.0% of the aggregate
amount of the cash proceeds of the Term Loan on the Closing Date.
Under the DIP Credit Agreement, refinancing is defined as the
repayment or replacement of the DIP Obligations.

SCL will also pay a non-emergence fee on the one-year anniversary
of the DIP Effective Date, in an amount equal to 1.0% of the
aggregate principal amount then outstanding under the DIP
Facility, unless all outstanding DIP Obligations have already
been fully paid.

An unutilized commitment fee will be paid by SCL at an annual
rate of 1.0% on the average daily unused portion of the Revolving
Credit Facility, which is payable monthly in arrears.

                             Carve-Out

The DIP Lien and the superpriority status of the DIP Obligations
will be subject only to the payment of Court-approved
professionals for:

  (i) for all unpaid allowed fees and expenses with respect to
      fee applications filed prior to certain termination events
      in the DIP Financing; and

(ii) for up to a maximum of $10,000,000 for allowed fees and
      expenses not filed prior to, or incurred after, certain
      termination events in the DIP Financing.

                          Termination Date

The DIP Credit Agreement will terminate on the earlier of:

   (i) all the DIP Obligations are paid in full;
  (ii) SCL's plan of reorganization is confirmed;
(iii) the DIP Obligations are accelerated;
  (iv) a Sale Order for all of SCL's assets is entered;
   (v) the Debtors' cases are converted into a Chapter 7 case; or
  (vi) the date that is two years after the Closing Date.

A full-text copy of the of the Wells Fargo Draft DIP Agreement is
available for free at:

              http://researcharchives.com/t/s?20e1

              http://researcharchives.com/t/s?20e2

              http://researcharchives.com/t/s?20e3

                 The DIP Facility is Necessary
                to Preserve the Debtors' Assets

The Debtors assert that the DIP Lenders' proposal is beneficial
to their estates as it offers attractive financing terms,
including no cash up-front fees or break-up fees.  The proposal
also provides a solution to the Debtors' dispute with the
Noteholders.

Moreover, the DIP Lenders' proposal will allow the Debtors to
lock in permanent financing, which will enable them to focus on
efforts going forward on key restructuring initiatives and
developing a confirmable Chapter 11 plan, Mr. Brady contends.

The Court will convene a hearing on June 26, 2007, to consider
the Debtors' request to approve the Wells Fargo DIP Facility.

Any party-in-interest who opposes the request must file a formal
objection with the Court by June 19, 2007.

                     About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Court Extends Exclusive Period to September 28
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until Sept. 28, 2007, the exclusive period wherein Sea Containers
Ltd. and its debtor-affiliates can file a plan of reorganization.
The Court also set Nov. 27, 2007 as the deadline for the Debtors
to solicit acceptances of that plan.

The Debtors contended that the deadlines need to be extended since
they need to consider their litigation with GE SeaCo SRL, pending
the course and potential outcome of the arbitration proceedings.
The Debtors reason that their restructuring plans may be affected
by the outcome of the arbitration because of the importance of GE
SeaCo to the bankruptcy estate.

                     About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: U.S. Trustee Appoints HSBC to Creditors' Panel
--------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
has informed the U.S. Bankruptcy for the District of Delaware that
HSH Nordbank AG has resigned from the Official Committee of
Unsecured Creditors of Sea Containers, Ltd., and its debtor
affiliates.

The U.S. Trustee has appointed HSBC Bank USA, National
Association, in its capacity as indenture trustee, to fill in the
vacant post.

The Creditors Committee is now composed of:

  1. HSBC Bank USA, National Association
     452 Fifth Avenue
     New York, NY 10018-2706
     Attn: Sandra E. Horwitz
     Phone: (212) 525-1358
     Fax: (212) 525-1300

  2. Trilogy Capital LLC
     2 Pickwick Plaza
     Greenwich, CT 06830
     Attn: Barry D. Kupferberg
     Phone: (203) 971-3420
     Fax: (203) 971-3499

  3. Dune Capital LLC
     c/o Dune Capital Management LP
     623 Fifth Avenue, 30th Floor
     New York, NY 10022
     Attn: Andrew B. Cohen
     Phone: (212) 301-8308
     Fax: (646) 885-2473

  4. Mariner Investment Group, Inc.
     500 Mamaroneck Avenue, Suite 101
     Harrison, NY 10528
     Attn: Adam S. Cohen
     Phone: (914) 798-4234
     Fax: (914) 777-3363

                     About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SIRIUS SATELLITE: Moody's Rates New $250 Mil. Sr. Facility at B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to SIRIUS Satellite
Radio, Inc.'s new $250 million 5.5-year Senior Secured Term Loan
Facility, downgraded its 9 5/8% Senior Notes due 2013 to Caa2 from
Caa1 and downgraded its probability of default rating to Caa1 from
B3.

Additionally, Moody's affirmed SIRIUS' Caa1 corporate family
rating and SGL-2 speculative grade liquidity assessment.  The
outlook remains developing.

Moody's anticipates that proceeds from the company's $250 million
term loan facility will be used to bolster the company's liquidity
position (3/31/2007 pro forma cash and cash equivalents balance of
more than $500 million).

Moody's has taken these ratings actions:

   * SIRIUS Satellite Radio, Inc.

     -- Corporate Family Rating -- Affirmed Caa1;

     -- Probability of Default Rating -- Downgraded from B3 to
        Caa1;

     -- Senior Secured Term Loan -- Assigned B1 (LGD 1, 5%);

     -- 9 5/8% Senior Notes due 2013 -- Downgraded from Caa1 to
        Caa2 (from LGD 4, 65% to LGD 4, 60%);

     -- SGL-2 speculative grade liquidity assessment --
        Affirmed;

     -- The outlook is developing.

SIRIUS' rating reflects the company's continued cash burn (EBITDA
loss of $471.4 million for TTM 3/31/2007 excluding stock based
compensation), lack of sustained free cash flow generation and the
company's sizeable fixed costs.  The rating further reflects the
continued competition from XM Satellite Radio and other sources of
media.

The rating benefits from the company's significant subscriber
growth and differentiating programming and content.

SIRIUS Satellite Radio, Inc., headquartered in New York, provides
subscription-based satellite radio services in the U.S.


SMART MODULAR: Good Performance Cues S&P to Lift Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Fremont, California-based SMART Modular Technologies,
Inc. to 'BB-' from 'B+', and its senior secured second-lien
floating rate notes to 'BB-' from 'B', based on the company's
improved operating performance and low debt leverage for the
rating.

The outlook is stable.

"The ratings on SMART Modular reflect modest profitability,
execution challenges in a highly competitive market, and
relatively high concentration with a handful of large OEMs," said
Standard & Poor's credit analyst Lucy Patricola.  These factors
partly are offset by the company's leading market position in its
niche as an independent supplier of memory modules, solid
operating capabilities, and moderate financial profile.  SMART
Modular's is a leading independent designer and manufacturer of
memory module products.

SMART Modular largely is insulated from swings in the prices of
DRAM and other types of memory.  These components typically are
consigned to SMART Modular, or the company has the ability to pass
through swings in costs to customers.  Profitability, in terms of
EBITDA margins, has improved and stabilized at the high-single
digit level from the low-to-mid single digits the company
experienced few years ago, as a result of a better product mix,
higher volumes, and the company offshoring manufacturing and
packaging capabilities to lower cost regions, i.e., Brazil and
Malaysia.  S&P believe that, while the outlook for unit growth in
memory modules is positive, risks are centered on the company's
ability to act on its design innovation, time to market, and
service plans within a competitive market.  Additional potential
risk factors include high customer concentration, with Hewlett-
Packard and Cisco Systems together accounting for approximately
60% of the company total revenues.  Expansion into related product
areas, including memory products for embedded computers and TFT-
LCD products provide potential for greater business diversity in
the future.


SURGICAL CARE: S&P Rates $480 Million Senior Facility at B
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Birmingham, Alabama-based Surgical Care
Affiliates.  The outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Surgical Care Affiliates' proposed $480 million senior
secured credit facility.  The credit facility is rated 'B' with a
recovery rating of '3', indicating the expectation of meaningful
(50%-70%) recovery in the event of a payment default.

In addition, Standard & Poor's assigned its 'CCC+' rating to the
company's $150 million proposed senior unsecured payment-in-kind
notes due 2015 and 'CCC+' rating to its subordinated notes due
2017.

"The ratings on Surgical Care Affiliates reflect the company's
narrow operating focus as an owner and operator of surgical
facilities, the highly fragmented and competitive nature of the
industry, the company's relative underperformance relative to its
peers and significant debt burden, and third-party reimbursement
risks," explained Standard & Poor's credit analyst David Peknay.

The pending spin-off from HealthSouth provides Surgical Care
Affiliates the opportunity to operate independently from
HealthSouth's historical difficulties and distractions.  S&P
expect the business to benefit from a favorable industry trend
highlighted by the ongoing shift of surgical procedures from an
inpatient to an outpatient setting.

The company's reliance on one business for its revenue leaves
Surgical Care Affiliates exposed to potential regulatory,
reimbursement, and technology changes.  Profitability, which is
currently below that of industry peers, will have to support weak
credit protection measures.  Lease-adjusted debt to EBITDA (after
minority interest, and excluding equity in affiliates) is high at
about 7x.


TRILOGY INTERNATIONAL: Moody's Puts B2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and B2 senior secured rating to Trilogy International Partners
LLC.

The ratings reflect a B2 probability of default and a loss-given-
default assessment of LGD4, 51% on the senior secured term loan.
The outlook is stable.  This is the first-time Moody's has
assigned ratings to Trilogy.

The B2 corporate family rating reflects Moody's view that
Trilogy's political/ regulatory risks are considerable given
essentially all of its revenues are derived from wireless
operations in emerging economies (Haiti, Bolivia, and the
Dominican Republic), with the majority of its (EBITDA -- Capex)
cash flows generated from Haiti, a region with a history of
significant instability.  The rating also considers that a
reasonable portion of the company's cash flows are generated in
U.S. dollars, which partially mitigates foreign exchange risks
arising from having to service U.S denominated debt obligations
with local cash flows, which can't be effectively hedged.  The
rating also considers Trilogy's favorable growth prospects within
each of these three countries given the relatively low levels of
wireless penetration currently, its favorable competitive position
demonstrated by a current blended market share of roughly 20% and
a modest diversification of country risk.  Finally, the B2 rating
incorporates Moody's opinion that the company's initial adjusted
total leverage of roughly 2.5x may reduce to under 2x by the end
of 2008 but that free cash flow through the next couple of years
is unlikely to be robust as capital expenditures remain elevated.

Assignments:

   * Issuer: Trilogy International Partners LLC

     -- Probability of Default Rating, Assigned B2;

     -- Corporate Family Rating, Assigned B2;

     -- Senior Secured Bank Credit Facility, Assigned a range of
        51 - LGD4 to B2.

The stable outlook reflects Moody's belief that Trilogy is likely
to steadily grow its operating profits through the next couple of
years, but that free cash flow is likely to remain modest through
this period.  Additionally, the stable outlook considers Moody's
view that Trilogy is likely to continue to diversify its risks
away from Haiti, but that cash flows from this country will remain
significant for the foreseeable future.

Moody's noted that the proceeds of the $200 million term loan will
be used to refinance the company's existing funded debt and for
general corporate purposes.

Based in Bellevue, Washington, Trilogy International Partners LLC
provides wireless communication services to 1.8 million
subscribers in Haiti, Dominican Republic and Bolivia.


TTM TECH: Debt Reduction Cues S&P to Revise Outlook to Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Santa
Ana, California-based TTM Technologies Inc. to stable from
negative, following rapid reduction of debt incurred to acquire
the printed circuit board business from Tyco International.  The
corporate credit and senior secured ratings are affirmed at 'BB-'.

"The ratings reflect challenges associated with very difficult
industry conditions for TTM's PCB products and a highly
competitive environment, partially offset by TTM's niche position
as a manufacturer of both quick-turn and high-volume printed
circuit boards and light leverage for the rating," said Standard &
Poor's credit analyst Lucy Patricola.

The U.S.-based printed circuit board industry has experienced a
significant contraction as production has migrated to low cost
regions.  Currently, about 10% of the global market for PCB
revenue is produced in the U.S., with a focus on high complexity,
low volume production, prototype boards, and PCBs used in military
applications.  Following its acquisition of the Tyco business, TTM
is the largest U.S.-based manufacturer, with a respectable market
presence in defense, computing, and communications.  Despite TTM's
leading market share, the industry remains fragmented, with
hundreds of small manufacturers.

The company, prior to the Tyco acquisition, has experienced some
volatility in profitability.  Over the last eight quarters, EBITDA
margin has fluctuated between 15% and 20%.  In 2005, margin
slippage was caused by pricing pressure.  More recently, the mix
shift to lower margin commercial assembly and a bias to lower
layer boards has impacted margin.  The Tyco business has
historically been more stable, because of its strong presence in
defense markets.  S&P expect the company to continue to experience
modest cyclicality, given the negotiating strength of its customer
base.


URSTADT BIDDLE: Earns $10.2 Million in Quarter Ended April 30
-------------------------------------------------------------
Urstadt Biddle Properties Inc., reported its second quarter and
six months financial results for the period ended April 30, 2007.

Net income from continuing operations applicable to Common and
Class A Common stockholders for the quarter was $10,289,000,
compared to $3,634,000 in last year's second quarter.  Net income
from continuing operations applicable to Common and Class A Common
stockholders for the first six months of fiscal 2007 was
$14,985,000, compared to $7,652,000 for the same period last year.
Net income in the six-month and three-month periods ended
April 30, 2007 included a gain on sale of property of $11,409,000.

Diluted funds from operations for the quarter ended April 30,
2007, amounted to $13,811,000, compared to $7,104,000 in the
second quarter of fiscal 2006.  For the first six months of fiscal
2007, diluted FFO amounted to $21,957,000, compared to $14,445,000
in the same period of fiscal 2006.

FFO and net income from continuing operations applicable to Common
and Class A Common stockholders for the six month and three month
periods ended April 30, 2007 include income from the settlement of
a lease guaranty obligation of $6,000,000.

As of April 30, 2007, the company listed $468,780,000 total
assets, $113,987,000 total liabilities, $52,747,000 redeemable
preferred stock, $5,318,000 minority interest, and
$296,728,000 total shareholders' equity.

Willing Biddle, president, commented that "This quarter's
operating results reflect a slightly higher occupancy level
compared to a year ago and an increase in rental revenue growth
in 2007 in the core portfolio.  At April 30, 2007, our core
portfolio was nearly 98% leased.  We are pleased to report that
most of our retail lease renewals and new tenant leases signed
during this quarter were at generally higher rental rates than
the expired rates."

Mr. Biddle also noted that "During the quarter, we completed the
sale of our remaining non-core retail property in Tempe, Arizona
at an $11.4 million gain and reinvested the net proceeds into the
purchase a grocery anchored shopping center in Emerson, New
Jersey."

Mr. Biddle continued, "We expect to commence renovation at the
Emerson property shortly and anticipate that rents at the center
over the next twelve months will be increased through renovations
and re-tenanting.  We also succeeded during the quarter in
delivering 107,000 square feet of retail space to BJ's Wholesale
Club at our Stratford, CT shopping center.  The space had been
vacant for several years although the former tenant's rent had
been guaranteed through 2016.  In addition, we executed a 20,000
sf lease with Modell's Sporting Goods at our Stamford, CT
shopping center.  Both tenants expect to open this fall.  We have
purchased two retail properties totaling 104,000 square feet in
our core market since the beginning of this fiscal year.  We are
optimistic about the financial performance of the company for the
balance of the year and one of our primary objectives is to
continue to seek high quality property acquisitions that will be
accretive to our earnings."

                    Declaration of Dividends

At their regular quarterly meeting, the directors of Urstadt
Biddle declared regular quarterly dividends on the Company's
Class A Common Stock, UBA, and Common Stock, UBP.  The dividends
were declared in the amount of 23.0> for each share of Class A
Common Stock and 20.75> for each share of Common Stock.  The
dividends were declared at the same rate as the previous quarter
and are the 150th consecutive quarterly dividends declared since
the Company began operating in 1969.

                       About Urstadt Biddle

Urstadt Biddle Properties Inc. (NYSE: UBA, UBP) is a fully
integrated, self-administered real estate investment trust, which
acquires, owns, and leases primarily grocery-anchored retail
shopping centers, where most of the properties are located in
suburban metropolitan New York markets in Connecticut and New
York state.  The company owns 38 properties aggregating
3.7 million square feet of space located in nine states, with 30
of them considered core retail properties.  The company currently
has total assets of $456 million, total debt of $109 million, and
an undepreciated total book capital of $527 million.

                           *     *     *

As reported in the Troubled Company Reporter on March 28, 2007,
Fitch Ratings has affirmed Urstadt Biddle Properties Inc.'s Issuer
Default Rating at 'BB+'.  Fitch also affirms the 'BB' rating on
the $114 million outstanding preferred stock.  The rating outlook
remains Stable.


VERINT SYSTEMS: Posts $1.2 Mil. Net Loss in 2007 1st Fiscal Qtr.
----------------------------------------------------------------
Verint Systems Inc. reported record sales of $101,274,000 for the
first quarter of fiscal 2007, ended April 30, 2007, a 15% increase
compared with sales of $87,736,000 for the first quarter of fiscal
2006.

Net loss on a generally accepted accounting principles basis was
$1,233,000 for the first quarter of fiscal 2007.  Net income was
$9,353,000 for the first quarter of fiscal 2007.

Dan Bodner, president and CEO of Verint, stated, "In addition to
delivering record revenue in our first quarter, we recently
achieved two significant milestones in the company's history.  We
surpassed $100 million in quarterly revenue for the first time and
we closed the highly strategic acquisition of Witness Systems,
making us a leader in workforce optimization and giving us larger
scale to better address both the security and enterprise markets."

Mr. Bodner continued, "Following the announcement to acquire
Witness early in our first quarter, we immediately began to make
investments to prepare for the integration and to support the
increased scale of the combined entity.  While these investments
reduced our earnings in our first quarter, they have enabled us to
operate as one integrated business immediately at closing with a
unified management team and we believe these investments will
benefit Verint's long-term growth."

The company ended the first quarter of fiscal 2007 with cash, cash
equivalents, bank time deposits and short-term investments of
$167,015,000.

                       About Verint Systems

Headquartered in Melville, New York, Verint Systems Inc. (VRNT.PK)
-- http://www.verint.com/-- is a provider of analytic software-
based solutions for security and business intelligence.  Verint
software, which is used by over 1,000 organizations in over 50
countries worldwide, generates actionable intelligence through the
collection, retention and analysis of voice, fax, video, email,
Internet and data transmissions from multiple communications
networks.

                          *     *     *

As reported in the Troubled Company Reporter on April 24, 2007,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Verint Systems Inc.  At the same time, we
assigned our 'B' bank loan rating, and '3' recovery rating to the
company's proposed $675 million first-lien credit facility,
indicating that lenders can expect meaningful (50%-80%) recovery
of principal in the event of payment default," said Standard &
Poor's credit analyst David Tsui.   The outlook is developing.


VERTRUE INC: Provides Update on 9-1/4% Senior Notes Redemption
--------------------------------------------------------------
Vertrue Incorporated has given notification of redemption to the
holders of its 9-1/4% Senior Notes due 2014, CUSIP No. 92534NAA9,
in accordance with the terms of the Indenture dated as of
April 13, 2004, as supplemented by the First Supplemental
Indenture, dated as of April 28, 2006, by and among the Vertrue,
LaSalle Bank National Association, as Trustee, Bargain Networks,
Inc., Lavalife Inc., My Choice Medical Holdings, Inc., and
MemberWorks Canada Corporation, as guarantors.

The redemption is conditioned upon the consummation of the merger
contemplated by the merger agreement providing for the acquisition
of the company by the company's management and an investor group
consisting of One Equity Partners, Oak Investment Partners and Rho
Venture.  The redemption date is expected to be the date of the
consummation of the Merger, which is subject to receipt of
stockholder and regulatory approvals as well as satisfaction of
additional customary closing conditions.

The full $150 million aggregate principal amount of the Notes will
be redeemed.  The redemption price for the Notes will be 100% of
the principal amount of the Notes plus accrued but unpaid interest
to the redemption date plus the applicable premium provided for in
the Indenture.

The Notes to be redeemed must be surrendered to LaSalle Bank
National Association, the Paying Agent, whose address is LaSalle
Bank National Association, Corporate Trust Operations, 135 S.
LaSalle Street, Suite 1811, Chicago, Illinois 60603.

                    About Vertrue Incorporated

Headquartered in Norwalk, Connecticut, Vertrue Incorporated
(Nasdaq: VTRU) -- http://www.vertrue.com/-- is an Internet
marketing services company.  For the twelve months ended Dec. 31,
2006, the company generated adjusted EBITDA of approximately
$98 million on revenues of approximately $697 million.

                           *     *     *

Moody's Investors Service placed the ratings of Vertrue
Incorporated on review for possible downgrade following the report
that it has entered into a definitive agreement to be acquired by
Vertrue's management and an investor group consisting of One
Equity Partners, Oak Investment Partners and Rho Ventures for
approximately $48.50 per Vertrue common stock which
totals approximately $800 million.


WACHOVIA AUTO: Moody's Rates $50 Million Cass E Notes at Ba3
------------------------------------------------------------
Moody's Investors Service assigned definitive ratings of Prime-1,
Aaa, Aa1, A1, Baa2 and Ba3 to eight classes of notes issued by
Wachovia Auto Loan Owner Trust 2007-1.

The ratings of the Class A through Class E notes are based on the
quality of the underlying automobile loans, the structure of the
transaction, the amount of credit enhancement, the strength and
expertise of Wachovia Bank, N.A. as master servicer and Wachovia
Dealer Services, Inc. as originator and subservicer.

The Prime-1 rating of the Class A-1 money market notes is based
primarily on the amount of liquidity from collections on the
underlying receivables during the period prior to the notes' legal
final maturity date. The Class A-3b notes are floating rate while
all other classes of notes are fixed rate.

The complete rating actions are:

   * Issuer: Wachovia Auto Loan Owner Trust 2007-1

     -- $384,000,000 Class A-1 Notes, rated Prime-1;
     -- $613,000,000 Class A-2 Notes, rated Aaa;
     -- $200,000,000 Class A-3a Notes, rated Aaa;
     -- $518,000,000 Class A-3b Notes, rated Aaa;
     -- $75,000,000 Class B Notes, rated Aa1;
     -- $80,000,000 Class C Notes, rated A1;
     -- $80,000,000 Class D Notes, rated Baa2;
     -- $50,000,000 Class E Notes, rated Ba3.


WAMU MORTGAGE: Moody's May Cut Low-B Ratings After Review
---------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
three tranches from WaMu Mortgage Pass-Through Certificates Series
2004-RP1.

Additionally, 2 tranches from the same transaction have been
placed on review for possible downgrade.  The underlying
collateral consists of FHA insured and VA guaranteed reperforming
loans.

The collateral backing those tranches placed on review for
possible upgrade has experienced low cumulative losses.  Those
tranches on review for possible downgrade are backed by collateral
which has experienced higher than anticipated losses to date.  The
effect of such losses has been that unrated subordinate tranches
have experienced writedowns which have reduced the credit
enhancement available to rated tranches which rely on
subordination for protection.  In this review, Moody's will assess
its loss expectations on the collateral pools in relation to the
available credit enhancement.

Complete rating action is:

    * Issuer: WaMu Mortage Pass-Through Certifiacates Series
      2004-RP1

      -- Class I-B-4, current rating Ba2, under review for
         possible downgrade;

      -- Class I-B-5, current rating B2, under review for
         possible downgrade;

      -- Class II-B-1, current rating Aa2, under review for
         possible upgrade;

      -- Class II-B-2, current rating A2, under review for
         possible upgrade;

      -- Class II-B-3, current rating Baa2, under review for
         possible upgrade.


WARNACO GROUP: Improved Revenues Prompt S&P to Lift Rating to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based apparel company Warnaco Group Inc.
to 'BB' from 'BB-'.

The senior unsecured debt rating was raised to 'BB-' from 'B+',
although it remains one notch below the corporate credit rating
because of its junior position relative to the increased amount of
secured debt in the capital structure.

The secured bank loan rating was raised to 'BBB-' from 'BB', while
the '1' recovery rating, indicating expectations of very high
(90%-100%) recovery in the event of a payment default, was
affirmed.  The outlook is stable.  The ratings are removed from
CreditWatch, where they were placed with positive implications, on
May 9, 2007, after the company reported strong first-quarter
results.  Warnaco had about $405 million in debt outstanding at
March 31, 2007.

"The upgrade reflects the improving trend in Warnaco's revenues,
margins, and credit protection measures, and our expectation that
the positive operating momentum will continue," said Standard &
Poor's credit analyst Susan Ding.  Warnaco has consistently met
its projections and our expectations, and has reduced its debt
ahead of schedule, following its debt-financed acquisition of the
Calvin Klein jeanswear and related businesses in Asia and Europe
in 2006.  Total debt to EBITDA was 2.4x for the 12 months ended
March 31, 2007, compared with 3.8x a year ago.  The company has
continued to successfully grow its Calvin Klein underwear and
jeanswear franchises, while improving the operating performance of
all three business divisions.

The ratings on Warnaco reflect its participation in a highly
competitive and promotional retail environment, its reliance on
the slower-growing department store channel, and its exposure to
fashion risk in some of its business segments.  The ratings also
incorporate the operating risk associated with reinvigorating the
company's various product offerings.  Furthermore, the ratings
reflect Warnaco's positive operating momentum and its well-
recognized brand names.

Warnaco manufactures and markets men's and women's intimate
apparel, underwear, and sportswear.  Products are sold under owned
and licensed names, such as: Calvin Klein, Speedo, Chaps, Olga,
Warner's, Anne Cole, among others.  Some of Warnaco's core
products are characterized by relatively stable demand.


WCI COMMUNITIES: Adjourns Shareholders' Meeting to August 30
------------------------------------------------------------
WCI Communities Inc. said it will adjourn its Annual Meeting of
Shareholders to Aug. 30, 2007.  The action was taken by the
company's Board to allow potential purchasers of the company to
continue their due diligence in the company's sale process, and
so that the company will be able to provide shareholders with
additional information on the sale process prior to the time
they must vote for directors.

Don E. Ackerman, Chairman of the Board, said, "The management
and financial advisors of WCI have been meeting with entities
who have expressed a serious interest in WCI.  The Icahn Group
recently entered the process and is progressing with property
tours, management meetings, and other due diligence.  Although
no assurances can be given that WCI will enter into a sale
agreement, we believe that in order to achieve the highest
possible price for WCI's unique assets and opportunities,
additional time is required to complete the process."  Mr.
Ackerman also noted that numerous shareholders have expressed
support for a delay of the Meeting.

The Meeting will be opened on its previously scheduled date
of June 15, 2007, but immediately adjourned by the Chairman
without any shareholder vote on any matter, in order to
preserve the April 30, 2007 record date for the determination
of shareholders entitled to receive notice of and vote at the
August 30 Meeting.

The Meetings will commence at 10:00 a.m. EDT at the Hyatt Regency
Coconut Point, 5001 Coconut Road, in Bonita Springs, Florida.

To ensure a fair sale process, all WCI shareholders are urged
to vote on the WHITE Proxy Card to re-elect the current Board
of Directors at the August 30 Meeting.  Three independent
shareholder advisory firms, Institutional Shareholder Services,
Glass, Lewis, and PROXY Governance recommend that WCI
shareholders vote the WHITE proxy card and "FOR" the company's
nominees to re-elect the current Board of Directors and not vote
for the slate of candidates put forth by Carl Icahn.

Stockholders with questions, who require assistance with voting,
or need additional copies of the company's proxy materials,
should contact Innisfree M&A Incorporated, toll-free at
(888) 750-5834.  Banks and brokers may call collect at
(212) 750-5833.

                       About WCI Communities

Headquartered in Florida, WCI Communities Inc. (NYSE: WCI) --
http://www.wcicommunities.com/-- is a home builder catering to
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers both traditional and tower home choices and features a wide
array of recreational amenities in its communities.  In addition
to homebuilding, WCI generates revenues from its Prudential
Florida WCI Realty Division and its recreational amenities, as
well as through land sales and joint ventures.  The company
currently owns and controls developable land on which the company
plans to build about 20,000 traditional and tower homes.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Standard & Poor's Ratings Services placed its ratings on WCI
Communities Inc.'s Corporate credit at B+, and Senior subordinated
at B-, on CreditWatch with negative implications after the
announcement that affiliates of Carl Icahn plan to make a hostile
tender offer for WCI's shares.


WESTAR ENERGY: Fitch Puts BB+ IDR Under Watch Positive
------------------------------------------------------
Fitch has placed the long term ratings of Westar Energy, Inc., and
subsidiary Kansas Gas & Electric on Rating Watch Positive.
Approximately $2 billion of long-term debt (including off balance
sheet obligations) is affected by the rating action. WR and KG&E's
long-term ratings are summarized below.  WR and KG&E's short-term
'F3' ratings are unaffected by the rating action.

The ratings and Rating Watch Positive reflect meaningful debt
reduction achieved by management in recent years, ongoing efforts
to reduce operating and regulatory risk and projected improvement
in 2007 earnings and cash flow coverage ratios. Fitch estimates
2007 EBITDA/Interest and Free Cash Flow/Interest coverage ratios
of 4.7 times and 4.2x, respectively.

The reduction in regulatory risk, in Fitch's opinion, results from
the adoption by the Kansas Corporation Commission of fuel and
environmental cost recovery mechanisms and by legislation allowing
regulatory predetermination of planned transmission and renewable
and traditional generation projects and mandating inclusion of
construction work in progress in rates.

The adoption of WR's settlement agreement by the KCC in its
predetermination filing for the Emporia Energy Center yesterday,
June 11, 2007, is a constructive development for WR investors, in
Fitch's view.  Further improvement in WR's credit metrics over the
remainder of this year could result in favorable resolution of the
Positive Rating Watch.

The ratings assume full and timely recovery of projected capital
expenditures in rates with a reasonable return on investment and
that new money financing to fund such expenditures will be
composed of a balanced mix of equity and debt issuance.

Importantly, the appointment of William Moore to the office of
President and CEO in April 2007 by the WR board of directors to
succeed James Haines is likely to continue the company's
conservative, utility-centric strategy.  Haines, who assumed the
helm of WR in November 2002 and led its restructuring, will retire
on June 30, 2007.

These ratings have been placed on Rating Watch Positive.

  Westar Energy:

    -- Issuer Default Rating 'BB+';
    -- Secured debt 'BBB';
    -- Senior unsecured debt 'BBB-';
    -- Preferred stock 'BB+'.

  Kansas Gas & Electric

    -- Issuer Default Rating 'BB+';
    -- Secured debt 'BBB'.

Westar Energy, Inc. (NYSE: WR) -- http://www.westarenergy.com/--  
is an electric utility in Kansas, providing electric service to
about 669,000 customers in the state.  Westar Energy has about
6,100 megawatts of electric generation capacity and operates and
coordinates approximately 33,000 miles of electric distribution
and transmission lines.


WILLIAM LYON: Moody's Downgrades All Ratings
--------------------------------------------
Moody's Investors Service lowered all of the ratings of William
Lyon Homes including the company's corporate family rating to B2
from B1 and senior notes ratings to Caa1 from B3.  The ratings
outlook was changed to negative from stable.

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

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

  (ii) the company's earnings for 2007 may be breakeven to
       slightly negative;

(iii) the company's interest coverage (EBITDA to interest
       incurred) will decline below one times in 2007 (the
       company has eliminated the interest coverage covenant
       from its various credit facilities, and the test in the
       senior notes indentures will only take effect if debt to
       tangible net worth increases above 3 times);

  (iv) the company will need to rely on its $560 million credit
       facility all through 2007 and will end up the year with a
       higher balance than in 2006; and

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

The ratings are also constrained by the company's geographic
concentration, long land supply of over seven years (although this
figure is distorted by the significant number of lots in Arizona),
and the continued presence of secured debt, albeit reduced, in the
capital structure.

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

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

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

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

These ratings for William Lyon Homes were lowered:

   -- Corporate family rating, lowered to B2 from B1;

   -- Probability of Default rating lowered to B2 from B1;

   -- Senior Notes Due, lowered to Caa1 (LGD-5, 80%) from B3
      (LGD-5, 79%).

Begun in 1956 and headquartered in Newport Beach, California,
William Lyon Homes designs, builds, and sells single family
detached and attached homes in California, Arizona and Nevada.
Consolidated homebuilding revenues for the last twelve months
ended March 31, 2007 were $1.4 billion.


WARNER MUSIC: Still Considering Offer for EMI Group
---------------------------------------------------
Warner Music Group Corp. confirmed that it continues actively to
consider an offer for EMI Group plc.

Such an offer would be pre-conditional on appropriate anti-trust
clearances being obtained (or the pre-conditions waived) but not
subject to any other pre-condition.

A further announcement will be made in due course.

This announcement does not amount to a firm intention to make an
offer or pre-conditional offer and accordingly there can be no
certainty that any offer or pre-conditional offer will be made.

              About Warner Music Group Corp.

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/--
is a music company that operates through numerous international
affiliates and licensees in more than 50 countries.  Warner
Music maintains international operations in Argentina,
Australia, Brazil, Canada, Croatia, Denmark, France, Germany,
Greece, Hong Kong, Hungary, India, Ireland, Malaysia, Mexico,
Thailand, Philippines and the United Kingdom, among others.

                          *     *     *

Warner Music Group Corp. continues to carry Standard & Poor's BB-
ratings on the company's long-term foreign issuer credit and long-
term local issuer credit.

The company also carries Fitch's BB- long-term issuer default
rating. The outlook is stable.


ZUFFA LLC: Moody's Holds Corporate Family Rating at Ba3
-------------------------------------------------------
Moody's affirmed Zuffa, LLC's (dba Ultimate Fighting
Championships) Ba3 corporate family rating, Ba3 probability of
default rating, its Ba3 senior secured bank facility rating, and
LGD4 - 50% assessment following the company's decision to increase
its proposed term loan by $50 million.

The proposed term loan increase from $275 million to $325 million
follows stronger than expected bank commitments for the loan.  The
higher debt amount increases Total Debt to EBITDA leverage
modestly in the projected period, though Moody's does not consider
this increase to be significant enough to materially alter the
company's credit profile as leverage is still expected to be low
for the Ba3 rating initially assigned on May 22, 2007.  Moody's
continues to anticipate the company will improve to under 3 times
Debt to EBITDA leverage by 2008, due to the growing revenue base
and growth of the MMA sporting events and licensing.

Zuffa, LLC is the world's largest promoter of Mixed Martial Arts
sports competition events.  Its largest brand, Ultimate Fighting
Championship or "UFC", has the largest platform in the sport today
and in the U.S., its name is now synonymous with MMA.  The company
is privately owned and controlled by the Lorenzo and Frank
Fertitta, who are also the two largest shareholders of Station
Casinos, Inc. (Corporate Family Rating: Ba2, under review for
downgrade).  The company derived nearly 75% of its revenue in 2006
from pay-per-view MMA events in the U.S.


* Bracewell Gets 1st Certification Under Bankruptcy Appeal Statute
------------------------------------------------------------------
Bracewell & Giuliani LLP has recently obtained its first
certification of a bankruptcy appeal to the Fifth Circuit Court of
Appeals in the Scotia Development Company LLC Chapter 11 case.

             Flaws in the Pre-2005 Appeals Process

The 2005 amendments to the Bankruptcy Code sought to expedite the
Chapter 11 process to combat perceived abuses of the bankruptcy
system by debtors, relates the firm.  Some of these changes, such
as the new 18-month cap on the debtor's exclusive period to file a
plan of reorganization, are well known.  One change that is less
well known is the new ability to seek certification of bankruptcy
appeals directly to the Court of Appeals, rather than having to
appeal first to the District Court or Bankruptcy Appellate Panel,
the firm discloses.  Bracewell recently utilized this innovative
procedure in the Scotia bankruptcy case.

The firm explains that the reality of chapter 11 cases is that
decisions are often made quickly by Bankruptcy Courts that,
statistically speaking, side with the debtor far more often than
with the creditors.  From a creditor perspective, there is a need
for a relatively quick and efficient appeals process, the firm
contends.  At the same time, the decision of one Bankruptcy Court
is not binding on another, even within the same district -- only
decisions by the Courts of Appeal (within their circuits) and the
U.S. Supreme Court are clearly binding on lower courts.  A quick
and relatively efficient appeals process is desirable in order to
inject greater certainty into the bankruptcy process, the firm
suggests.

According to the firm, appeals from Bankruptcy Court decisions are
seldom quick or efficient.  Appellants must first seek review from
the District Court -- or a Bankruptcy Appellate Panel in some
jurisdictions -- and only after the District Court/BAP issued its
decision can appellants seek review by the Court of Appeals.  In
the meantime, the Chapter 11 case continues to proceed, often
rendering a pending appeal moot -- a classic case of justice
delayed being justice denied and also a situation leading to only
a relative handful of binding Circuit Court or Supreme Court
precedents for the benefit of future bankruptcy cases, explains
the firm.

             The New Appeals Certification Process

The 2005 bankruptcy amendments have partially changed the appeal
landscape.  The traditional route of proceeding through the
District Court remains the norm, but now there is an alternative
procedure that permits appeals of Bankruptcy Court decisions to be
taken directly to the Court of appeals under certain circumstances
via the new "appeal certification" process set forth in 28 U.S.C.
 158(d)(2).

The firm outlines the new process:

   1) The appellant may request the Bankruptcy Court or the
      District Court to certify the appeal for direct
      consideration by the relevant Court of Appeals by showing
      that the appeal meets any of the following three criteria:

      -- the decision appealed involves a question of law as to
         which there is no controlling decision of the Supreme
         Court or the relevant Court of Appeals, or a matter of
         public importance;

      -- the decision involves a question of law requiring
         resolution of conflicting decisions; or

      -- an immediate appeal from the decision may materially
         advance the progress of the bankruptcy case or
         proceeding.

      If any of these criteria are present, the Bankruptcy Court
      or District Court must certify the appeal to the Court of
      Appeals.

   2) The appellant then requests the Court of Appeals to exercise
      its discretion to accept the certification of the appeal by
      the lower court.

                         Scotia Appeal

The firm says that its successful certification of the Scotia
Development appeal illustrates how this new procedure can be
strategically employed to expedite appellate consideration in
bankruptcy cases.  Bracewell represents an informal group of
holders of "collateralized timber notes" issued by Scotia Pacific
Company LLC, which is one of the affiliated debtors in the jointly
administered Scotia Development Chapter 11 cases currently pending
in the U.S. Bankruptcy Court for the Southern District of Texas.
Scopac is a "special purpose vehicle" that was established to
issue the timber notes -- initially $867 million -- to finance
Scopac's acquisition of approximately 210,000 acres of timberland,
which is the primary collateral for the timber notes.  Scopac's
operations are limited to operating the Timberland to generating
revenue from timber sales in order to repay the timber notes.

Bracewell, on behalf of the Group, requested the Bankruptcy Court
to determine that Scopac is a "single asset real estate" debtor
subject to expedited reorganization under  362(d)(3) of the
Bankruptcy Code.  While the SARE provisions were added to the
Bankruptcy Code in 1994, it was only in 2005 that a $4 million
limitation on the amount of secured debt was removed from the SARE
definition, the firm relates.  As a result of this amendment to
the requirements, the SARE provisions can now be applied to
qualifying debtors of any size, but due to the newness of the
amendment, there is not yet any published decisions applying the
SARE provisions to a debtor as large as Scopac.

After the Bankruptcy Court denied the Group's motion, the Group
immediately sought certification of the novel legal issue
presented by the SARE motion to the U.S. Court of Appeals for the
Fifth Circuit.  The noteholder Group sought to certify the SARE
appeal because it involved determining whether Scopac's chapter 11
reorganization must be expedited and the limitations inherent to
the normal two-tiered appeals process would deprive the Group of
its ability to obtain definitive appellate review on a timely
basis.  Even if the Group were to obtain a reversal in the
District Court, Scopac could then appeal that decision to the
Fifth Circuit, further delaying resolution of the issue of whether
Scopac's case must be expedited.  The company says that the
intention of the SARE provisions to expedite the resolution of
"single asset real estate" Chapter 11 cases would be frustrated by
the delays inherent in a two-tier appeals process.

At first, the Bankruptcy Court denied the Group's request to
certify the appeal, erroneously interpreting 28 U.S.C. 158(d)(2)
as requiring that all three of the statutory elements must be
satisfied.  Three days later, the Court issued a sua sponte order
correcting its prior order, finding the presence of one of the
elements and recommending to the District Court that the appeal be
certified.  The District Court agreed and entered an order the
next day certifying the appeal (the Bankruptcy Court could have
issued the certification order, but it deferred to the District
Court because the appeal had already been docketed in the District
Court).

On May 14, 2007, the Fifth Circuit accepted certification of the
SARE appeal.  This was the first certification accepted in the
Fifth Circuit and, possibly, is the first non-consensual
certification accepted by any Court of Appeals to date, says the
firm.  This development will permit the Group to obtain meaningful
and definitive appellate review of the SARE issue in a manner that
was not possible before the 2005 amendment.  In addition, the
Fifth Circuit's decision on this issue will be the first to
resolve a novel issue of law regarding the scope of SARE relief,
thus providing controlling precedent throughout the Fifth Circuit
and persuasive guidance to courts in other circuits where the
issue has not yet been considered.

Whether Bankruptcy Courts will generally be willing to certify
appropriate appeals remains to be seen, as does the question of
whether Courts of Appeal will generally be willing to accept
direct appeals.  According to the firm, the Scotia Development
case illustrates how the new certification process may be used by
creditors in other bankruptcy cases that present important legal
questions requiring definitive and expeditious appellate guidance.

                   About Bracewell & Giuliani

The law firm of Bracewell & Giuliani LLP --
http://www.bracewellgiuliani.com/-- has approximately 400
attorneys and 9 offices worldwide.  The firm's extensive
complement of practices encompasses business transactions,
litigation and government relations, including a specific focus on
bank finance and securities law, tax, corporate restructuring,
intellectual property, environmental law, labor and employment
law, energy and telecommunications regulation, and federal and
state legislative strategies.  Bracewell serves a wide array of
U.S. and international clients, including Fortune 500 companies
and government and public entities.


* Legal Reform Head Supports Junking Non-Malignant Asbestos Claims
------------------------------------------------------------------
Lisa A. Rickard, the U.S. Chamber Institute for Legal Reform
President, released her comments on the recent order by U.S.
District Court Judge James T. Giles designed to "facilitate the
expeditious movement" of pending asbestos cases on his
multidistrict litigation docket in Philadelphia.

"U.S. District Court Judge James T. Giles should be applauded for
his new order aimed at getting to the bottom of about 95 thousand
federal asbestos claims, some dating back 16 years, which are part
of multidistrict litigation in Philadelphia.  An estimated 90
percent of those claims are filed by non- malignant plaintiffs.

"Judge Giles put the plaintiffs' attorneys on notice that he
thinks mass screenings lack reliability and accountability and
says he will hold hearings to determine which asbestos screenings
meet with acceptable medical standards.

"He's also forcing the plaintiffs to supply identifying
information like their date of birth and partial social security
numbers as well as medical diagnosing reports.  These are
elementary requirements that should have been demanded years ago
and will help to weed out "double-dippers" -- those seeking to
recover multiple times over.

"It is apparent that the more Judge Giles learns about the tens of
thousands of dubious asbestos cases in his court, the more
determined he is to weed out the bad cases and bring justice to
the meritorious ones.  Those truly injured by exposure to asbestos
have been denied their Constitutional right to access the courts
due to the hoards of manufactured claims clogging them.  Those
bogus claims have also helped to bankrupt companies, harming both
shareholders and the tens of thousands of employees who have lost
their jobs."

The mission of the Institute for Legal Reform is to make America's
legal system simpler, fairer, and faster for everyone.  It seeks
to promote civil justice reform through legislative, political,
judicial, and educational activities at the national, state, and
local levels.  The U.S. Chamber of Commerce is the world's largest
business federation, representing more than 3 million businesses
and organizations of every size, sector, and region.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:


In Re R.K. Properties Management, Inc.
   Bankr. D. Md. Case No. 07-15166
      Chapter 11 Petition filed June 6, 2007
         See http://bankrupt.com/misc/mdb07-15166.pdf

In Re Randolph A. Magone
   Bankr. W.D. Pa. Case No. 07-23641
      Chapter 11 Petition filed June 6, 2007
         See http://bankrupt.com/misc/pawb07-23641.pdf

In Re James Everette Jacobson, Jr.
   Bankr. W.D. Wash. Case No. 07-12590
      Chapter 11 Petition filed June 6, 2007
         See http://bankrupt.com/misc/wawb07-12590.pdf

In Re Golden Investment Acquisitions, L.L.C.
   Bankr. N.D. W. Va. Case No. 07-00746
      Chapter 11 Petition filed June 6, 2007
         See http://bankrupt.com/misc/wvnb07-00746.pdf

In Re Southern Diamond Company, L.L.C.
   Bankr. N.D. Ala. Case No. 07-70956
      Chapter 11 Petition filed June 7, 2007
         See http://bankrupt.com/misc/alnb07-70956.pdf

In Re Heritage Printing & Finishing Corp.
   Bankr. C.D. Calif. Case No. 07-14718
      Chapter 11 Petition filed June 7, 2007
         See http://bankrupt.com/misc/cacb07-14718.pdf

In Re Dollar Rons II, L.L.C.
   Bankr. D. N.J. Case No. 07-17955
      Chapter 11 Petition filed June 7, 2007
         See http://bankrupt.com/misc/njb07-17955.pdf

In Re 10 Esquire Road, L.L.C.
   Bankr. S.D. N.Y. Case No. 07-22537
      Chapter 11 Petition filed June 7, 2007
         See http://bankrupt.com/misc/nysb07-22537.pdf

In Re 10 Prospect Street, L.L.C.
   Bankr. S.D. N.Y. Case No. 07-22538
      Chapter 11 Petition filed June 7, 2007
         See http://bankrupt.com/misc/nysb07-22538.pdf

In Re Clean Investments, Inc.
   Bankr. W.D. Tex. Case No. 07-11044
      Chapter 11 Petition filed June 7, 2007
         See http://bankrupt.com/misc/txwb07-11044.pdf

In Re 102 Sunburst Court Living Trust
   Bankr. W.D. Wash. Case No. 07-41812
      Chapter 11 Petition filed June 7, 2007
         See http://bankrupt.com/misc/wawb07-41812.pdf

In Re Bertocchi Transportation, Inc.
   Bankr. M.D. Fla. Case No. 07-04860
      Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/flmb07-04860.pdf

In Re I.C.M. Holdings III, L.L.C.
   Bankr. M.D. Fla. Case No. 07-04868
      Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/flmb07-04868.pdf

In Re H.J.D. L.L.C.
   Bankr. S.D. Fla. Case No. 07-14397
      Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/flsb07-14397.pdf

In Re Enviro-Tech Petroleum Construction, Inc.
   Bankr. W.D. N.C. Case No. 07-10373
      Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/ncwb07-10373.pdf

In Re Daniel Dean Egeland
   Bankr. D. Neb. Case No. 07-41093
      Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/neb07-41093.pdf

In Re Clyde Rusk Veltmann
   Bankr. D. N.M. Case No. 07-11370
       Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/nmb07-11370.pdf

In Re E.M.C. Computers, Sales & Service, L.L.C.
   Bankr. N.D. Ohio Case No. 07-51798
      Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/ohnb07-51798.pdf

In Re C.E. Wright Sons, Inc.
   Bankr. S.D. Ohio Case No. 07-32490
      Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/ohsb07-32490.pdf

In Re Surveillance, Resources & Investigations, L.L.C.
   Bankr. D. S.C. Case No. 07-03136
      Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/scb07-03136.pdf

In Re Sofio's Downtown, Inc.
   Bankr. N.D. Tex. Case No. 07-42548
      Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/txnb07-42548.pdf

In Re Total Satellite TV, Inc.
   Bankr. W.D. Wash. Case No. 07-12634
      Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/wawb07-12634.pdf

In Re L.B. Investments, L.L.C.
   Bankr. E.D. Wis. Case No. 07-24435
      Chapter 11 Petition filed June 8, 2007
         See http://bankrupt.com/misc/wieb07-24435.pdf

In Re D.C. Enterprises, Inc.
   Bankr. D. Mass. Case No. 07-13619
      Chapter 11 Petition filed June 9, 2007
         See http://bankrupt.com/misc/mab07-13619.pdf

In Re Michael Costanzo Marcato
   Bankr. M.D. Ala. Case No. 07-30824
      Chapter 11 Petition filed June 10, 2007
         See http://bankrupt.com/misc/almb07-30824.pdf

In Re Consumer Quality Air, Inc.
   Bankr. D. Ariz. Case No. 07-02676
      Chapter 11 Petition filed June 11, 2007
         See http://bankrupt.com/misc/azb07-02676.pdf

In Re Terrell Heating & Air, Inc.
   Bankr. N.D. Ga. Case No. 07-69256
      Chapter 11 Petition filed June 11, 2007
         See http://bankrupt.com/misc/ganb07-69256.pdf

In Re Azabu F.F.&E. Subsidiary
   Bankr. D. Hawaii Case No. 07-00600
      Chapter 11 Petition filed June 11, 2007
         See http://bankrupt.com/misc/hib07-00600.pdf

In Re Azabu Newco, Inc.
   Bankr. D. Hawaii Case No. 07-00601
      Chapter 11 Petition filed June 11, 2007
         See http://bankrupt.com/misc/hib07-00601.pdf

In Re Dwight Albert Newton
   Bankr. D. S.C. Case No. 07-03144
      Chapter 11 Petition filed June 11, 2007
         See http://bankrupt.com/misc/scb07-03144.pdf

In Re D.&D. Enterprises, L.L.C.
   Bankr. W.D. Wash. Case No. 07-12655
      Chapter 11 Petition filed June 11, 2007
         See http://bankrupt.com/misc/wawb07-12655.pdf

In Re M. Smith Construction, L.L.C.
   Bankr. E.D. Wis. Case No. 07-24464
      Chapter 11 Petition filed June 11, 2007
         See http://bankrupt.com/misc/wieb07-24464.pdf

In Re Richard D. Dexter
   Bankr. D. Ariz. Case No. 07-01038
      Chapter 11 Petition filed June 12, 2007
         See http://bankrupt.com/misc/azb07-01038.pdf

In Re Terry Cramer & Sons, Inc.
   Bankr. M.D. Fla. Case No. 07-04963
      Chapter 11 Petition filed June 12, 2007
         See http://bankrupt.com/misc/flmb07-04963.pdf

In Re Safari, Inc.
   Bankr. S.D. Ind. Case No. 07-05407
      Chapter 11 Petition filed June 12, 2007
         See http://bankrupt.com/misc/insb07-05407.pdf

In Re Qualified Investors Management Corp.
   Bankr. D. Md. Case No. 07-15372
      Chapter 11 Petition filed June 12, 2007
         See http://bankrupt.com/misc/mdb07-15372.pdf

In Re Ravin, Inc.
   Bankr. W.D. Penn. Case No. 07-23741
      Chapter 11 Petition filed June 12, 2007
         See http://bankrupt.com/misc/pawb07-23741.pdf

In Re The Poultry Source, Inc.
   Bankr. N.D. Tex. Case No. 07-32823
      Chapter 11 Petition filed June 12, 2007
         See http://bankrupt.com/misc/txnb07-32823.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***