TCR_Public/070621.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 21, 2007, Vol. 11, No. 145

                             Headlines

201 FOREST: Case Summary & Two Largest Unsecured Creditors
360 GLOBAL: Wants Exclusive Plan Filing Period Extended to Oct. 3
AINSWORTH LUMBER: S&P Rates Proposed CDN$115 Million Loan at B-
AKRON THERMAL: Lease Pact Rejection Prompts Bankruptcy Filing
AKRON THERMAL: Case Summary & 20 Largest Unsecured Creditors

AKRON THERMAL: Seeks Court Approval to Use TVII's Cash Collateral
AMERIPATH INC: Quest Diagnostics Completes $350MM Notes Offering
AMERIPATH INC: S&P Withdraws Ratings on Completed Quest Offer
AMP'D MOBILE: U.S. Trustee Appoints Seven-Member Creditors' Panel
AMP'D MOBILE: Wants Further Access to Kings Road Cash Collateral

ANTHONY MCFADDEN: Case Summary & Three Largest Unsecured Creditors
AQUILA INC: Redeems $344 Million Debt Securities
ASARCO LLC: Court Okays Tax Protocol Agreement with ASARCO Inc.
ASARCO LLC: Court Gives Nod on Grant Thornton as Auditors
ASARCO LLC: Court Okays Patton Boggs as Special Counsel

ASSET ACCEPTANCE: Board Affirms Special One-Time Cash Dividend
BANC OF AMERICA: Fitch Affirms Low-B Ratings on Six Classes
BRIDGETECH HOLDINGS: March 31 Balance Sheet Upside-Down by $5.1MM
CARIBOU RESOURCES: July 30 Meeting Set to Decide on Jed Oil Offer
CATALYST PAPER: Plans $200 Million Senior Notes Private Placement

CHIQUITA BRANDS: Executives Adopt Prearranged Stock Trading Plan
CITY OF DENVER: Moody's Junks Rating on $275 Million Bonds
CLEVELAND-CLIFFS: Will License Kobe Steel's Iron Nugget Technology
CMP SUSQUEHANNA: Debt Leverage Prompts S&P's Positive Outlook
CMS ENERGY: Closes Sale of Brazilian Unit for $211.1 Million

COUNTERPATH SOLUTIONS: Inks Deal to Purchase NewHeights Software
CREDIT SUISSE: Fitch Lowers Ratings on Class M & N Certificates
DANKA BUSINESS: Inks New $145 Million Senior Facility with GE
DDS TECHNOLOGIES: Board Gives Nod to Cease All Business Operations
DIRECTV HOLDINGS: Fitch Affirms BB Issuer Default Rating

DYNEA CANADA: Highly Leveraged Capital Cues S&P's B Credit Rating
EINSTEIN NOAH: Redemption Cues Moody's to Withdraw B3 Rating
ENVIRONMENTAL ENERGY: Posts $172,530 Net Loss in Qtr. Ended Mar 31
EXPEDIA INC: S&P Cuts Ratings to BB+ and Puts Negative Watch
EXPRESS GROUP: Weak Operating Results Cue S&P's B Credit Rating

EXPRESS LLC: Moody's Puts Corporate Family Rating at B2
FAIRFAX FINANCIAL: Completes 7-3/4% Senior Notes Exchange Offer
FIELDSTONE MORTGAGE: S&P Lowers Ratings on Three Classes
FIRST UNION: Fitch Holds Low-B Ratings on Class L & M Certificates
FOOT LOCKER: S&P Retains Negative CreditWatch on BB+ Credit Rating

FREEDOM COMMS: Weak Results Cue S&P to Revise Outlook to Negative
FRESENIUS MEDICAL: Plans $500 Million Senior Notes Offering
GABRIEL TECH: Posts $5.2 Million Net Loss in Qtr. Ended March 31
GLOBAL ENT: Posts $593,959 Net Loss in Quarter Ended March 31
GS MORTGAGE: Fitch Rates $533.9MM Class L Certificates at BB+

HARBORVIEW MORTGAGE: Moody's Rates Class B-8 Certificates at Ba2
HOME EQUITY: Increase in Projected Loss Cues Moody's Review
HUDSON PRODUCTS: Planned Smithco Buy Cues S&P to Affirm B Rating
HYDROCHEM INDUSTRIAL: S&P Junks Rating on $50 Million Term Loan
HYDROGEN POWER: Posts $16.6 Mil. Net Loss in Qtr. Ended March 31

INDUSTRIAL DEVELOPMENT: S&P Rates $105 Mil. Revenue Bonds at BB+
INSMED INC: Has Until December 17 to Regain Nasdaq Compliance
INTELSAT LTD: Sale of 76% Stake Prompts S&P to Lower Ratings
INTERTAPE POLYMER: Board Finds Dissident's Proposals Flawed
INTERTAPE POLYMER: Annual and Special Meeting Set for June 26

ISLE OF CAPRI: Competitive Conditions Cue S&P's Negative Outlook
INVERNESS MEDICAL: S&P Affirms B+ Credit Rating and Removes Watch
JED OIL: Caribou Shareholders to Decide on Merger at July 30 Meet
JOURNAL REGISTER: Revenues at $37.6MM in Four Weeks Ended June 3
KAMP RE: S&P Retains Negative Watch on Senior Debt's CC Rating

KID CASTLE: Losses Cue Brock Schechter's Going Concern Doubt
KOWBOYS KARS: U.S. Trustee Wants Case Converted to Chapter 7
LAZARD LTD: Affiliate Prices $600 Million Senior Notes Offering
MERRILL LYNCH: Fitch Affirms Low-B Ratings on Six Certificates
MORGAN STANLEY: Fitch Affirms Low-B Ratings on Six Classes

MORGAN STANLEY: Moody's Rates Class B-5 Certificates at (P)Ba2
MORGAN STANLEY: S&P Lowers Rating on Class A-5 Notes to B from B+
NEW CENTURY: Mood's Downgrades Ratings on 18 Tranches
NY WESTCHESTER: Court OKs InterCare as Special Medicare Consultant
PPM AMERICA: Fitch Puts Ratings on 3 Notes Under Negative Watch

PRESIDENT CASINOS: Deloitte & Touche Raises Going Concern Doubt
PROSPECT MEDICAL: Moody's Rates Proposed $160 Mil. Facility at B3
PROSPECT MEDICAL: Increased Leverage Cues S&P's B+ Credit Rating
QPC LASERS: March 31 Balance Sheet Upside-Down by $3.5 Million
RAPID LINK: April 30 Balance Sheet Upside-Down by $4.04 Million

REGENCY GAS: Partner's Interest Sale Cues S&P's Developing Watch
REYNOLDS AMERICAN: S&P Puts Corporate Credit Rating at BB+
RICHARD BRUHN: Case Summary & 20 Largest Unsecured Creditors
SHEKHAR GIRI: Voluntary Chapter 11 Case Summary
SMITHFIELD FOODS: Moody's Rates New $500 Million Sr. Notes at Ba3

SMITHFIELD FOODS: S&P Rates $500 Million Sr. Unsecured Notes at BB
SOLUTIA INC: Wants Equistar & Millenium Settlements Approved
SOLUTIA INC: Recorded June 1 to 15 Claim Transfers
SOURCE INTERLINK: Moody's Places Corporate Family Rating at B2
SOUTH COAST: Fitch Downgrades Rating on $26MM Class B Notes to B

STATER BROS.: Redeems $175 Million Floating Rate Senior Notes
STEEL DYNAMICS: Expands Credit Facility from $350MM to $750MM
SWEETSKINZ HOLDINGS: Judge Sontchi Confirms Amended Chap. 11 Plan
TERWIN MORTGAGE: S&P Puts Default Rating on Class B-1 Loans
THERMACLIME INC: Good Operating Results Cue S&P to Lift Ratings

TRIBEWORKS INC: Inks Deal with West Coast for $5MM Debt Financing
TRIUMPH HEALTH: Debt Increase Cues Moody to Affirm B2 Corp. Rating
TURNING STONE: Moody's Affirms B1 Corporate Family Rating
TURNING STONE: S&P Upgrades Ratings and Removes Developing Watch
UNITED AIR: Moody's Rates Class C Certificates at B1

UNITED AIR: S&P Puts Preliminary B Rating on Class C Certificates
VALENCE TECHNOLOGY: PMB Helin Raises Going Concern Doubt
VENOCO INC: Plans Public Offering for 6.1 Million Shares
WARNER CHILCOTT: Moody's Lifts SGL Rating to SGL-2 from SGL-1
WENDY'S INT'L: Moody's Cuts All Ratings & May Downgrade Further

WENDY'S INT'L: Possible Sale Prompts S&P to Lower Ratings to BB-
WHOLE FOODS: CEO Posts Blog on FTC's Challenge of Merger Deal
WYNN RESORTS: Calls for $250 Mil. 6% Convertible Notes Redemption

* Sean McGuinness Joins Chadbourne & Parke as Counsel in DC Office
* HughesWattersAskanase Adds Four Counsel to Various Practices

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

                             *********

201 FOREST: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 201 Forest Street LLC
        40 Mechanic Street, Suite 300
        Marlborough, MA 01752

Bankruptcy Case No.: 07-42296

Type of Business: The Debtor's affiliate, 219 Forest Street LLC,
                  filed for Chapter 11 protection on May 9, 2007
                  (Bankr. Case No. 07-41768).

Chapter 11 Petition Date: June 19, 2007

Court: District of Massachusetts (Worcester)

Debtor's Counsel: D. Ethan Jeffery, Esq.
                  Hanify & King P.C.
                  One Beacon Street
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (614) 423-0498

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Two Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
National Grid                                     $1,245
Processing Center
Woburn, MA 01807

Verizon                                              $65
P.O. Box 1
Worcester, MA 01654-0001


360 GLOBAL: Wants Exclusive Plan Filing Period Extended to Oct. 3
-----------------------------------------------------------------
360 Global Wine Company Inc. and its debtor-affiliate, 360 Viansi
LLC, ask the United States Bankruptcy Court for the District of
Nevada to extend the exclusive periods to:

     a. file a Chapter 11 plan until Oct. 3, 2007; and

     b. solicit acceptances of that plan until Dec. 2, 2007.

The Debtors' exclusive plan filing will expire on July 5, 2007.

The Debtors tells the Court that they are in the process of
formulating a plan of reorganization and creating business plans
to optimize the value of the estate and restructure their debt.
Consequently, the Debtors say, they need more time to propose a
plan.

In addition, the Debtors tell the Court that plans filed by
July 5, 2007, by any party would be premature.

The Debtors' request for extension is made in good faith and not
to pressure creditors.

Headquartered in Los Angeles, California, 360 Global Wine Company
and 360 Viansi LLC -- http://www.360wines.com/-- are small,  
diversified marketers of wine and alcoholic beverages.  The
company filed for Chapter 11 protection on March 7, 2007 (Bankr.
Nev. Case No. 07-50205).  rett A. Axelrod, Esq., at Beckley
Singleton, Chartered, represents the Debtors in their
restructuring efforts.  David A. Honig, Esq., at Winston &
Strawn LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors sought protection from
their creditors, they listed estimated assets at $43,000,000       
and debts at $39,000,000.


AINSWORTH LUMBER: S&P Rates Proposed CDN$115 Million Loan at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' bank loan
rating to Ainsworth Lumber Co. Ltd.'s proposed CDN$115 million
senior secured term loan, with a recovery rating of '2',
indicating a substantial (70%-90%) recovery of principal in the
event of default.  At the same time, Standard & Poor's affirmed
the ratings, including the 'CCC+' long-term corporate credit
rating, on the company.  The outlook is negative.
     
The term loan will replace the company's existing revolver and
proceeds from the loan will be used for general corporate
purposes, primarily to support liquidity during a period of
negative free cash flow.  On a pro forma basis, Ainsworth Lumber
will have total debt outstanding of CDN$1.16 billion, including
capitalized operating leases.
     
"The ratings on Ainsworth Lumber reflect a highly leveraged
capital structure, weak liquidity, and exposure to the volatile
oriented strand board market," said Standard & Poor's credit
analyst Jatinder Mall.  These risks are partially mitigated by the
company's strong position in the oriented strand board market and
its low cost position stemming from strong assets.
     
Ainsworth Lumber's performance continues to deteriorate due to
weakness in the U.S. new home construction market.  The current
OSB price of about $157 per thousand square feet is very low, and
should remain weak until at least year-end 2007.  As well, high
interest expense and capital expenditure on the Grande Prairie,
Alberta, mill expansion in first-quarter 2007 resulted in negative
free cash flow for the first three months of 2007.
     
The company is taking steps to preserve liquidity and slow down
its cash burn rate per quarter.  As of April 2007, Ainsworth
Lumber has stopped expansion of its Grande Prairie mill, which was
the single biggest contributor to the high cash burn rate.  In
addition, the company is reducing costs, idling high cost
capacity, and increasing overseas exports.  Nevertheless, based on
weak OSB prices S&P expect the company to continue to generate
negative free cash for at least a year and a half.
     
The negative outlook reflects the possibility of further
deteriorating OSB prices or unexpected capital expenditures that
could reduce liquidity further.  However, a small improvement in
OSB prices could boost margins and liquidity.  Nevertheless, only
a sustained improvement in Ainsworth Lumber's operating cash flow
could help arrest the decline in liquidity and prompt us to raise
the ratings on the company.


AKRON THERMAL: Lease Pact Rejection Prompts Bankruptcy Filing
-------------------------------------------------------------
Akron Thermal L.P. filed for Chapter 11 protection with the U.S.
Bankruptcy Court for the Northern District of Ohio on
June 18, 2007.

The bankruptcy came as a result of recurring operating losses, and
the City of Akron's drastic termination of its operating lease
agreement with the Debtor.

                  Events Leading to Bankruptcy

The Debtor was formed for the purposes of operating a public
utility located in the City of Akron, Ohio, specifically to
provide steam and related services for heating commercial and
residential properties.  The Debtor's operation is comprised of
two steam generation plants and 18 miles of distribution piping,
which the Debtor leases from the City of Akron.

As of December 2006, the Debtor owed approximately $28.4 million
to the City of Akron.  The accrual of these obligations was
directly related to operating losses incurred dating back to 1997,
under prior management.

Opportunity Parkway, LLC president Jeffrey P. Bees, the general
partner of the Debtor, relates that the City of Akron entered into
a 10-year Operating Lease Agreement with the Debtor for the
district energy system.  The lease however, provided the Debtor
the ability to extend and renew the initial term for one
additional period of ten years.

Mr. Bees tells the Court that, in line with the Agreement, the
Debtor has continued restructuring its debts to the City and its
major creditors.  However, the City of Akron delivered on
June 13, 2007 a "Notice to Leave Premises" purporting to terminate
the lease.  The City of Akron also issued a press release
announcing its decision to turn over the district energy system to
a new entity.

Because of the abrupt notice, the Debtor was forced to file for
bankruptcy in order to "preserve the status quo" and work toward
completing the restructuring, relates Mr. Bees.  Additionally, the
Debtor notified the City of Akron that it exercised its right to
renew and extend the initial 10-year term of the Lease.

                      About Akron Thermal

Based in Akron, Ohio, Akron Thermal L.P. --
http://www.thermalventures.com/-- operates a public utility  
located in the City of Akron, Ohio, and provides heating services
commercial and residential properties.


AKRON THERMAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Akron Thermal, L.P.
        226 Opportunity Parkway
        Akron, OH 44307
        Tel: (330) 374-0600

Bankruptcy Case No.: 07-51884

Type of Business: The Debtor operates a public utility located in
                  the City of Akron, Ohio, and provides heating
                  services commercial and residential properties.
                  See http://www.thermalventures.com/

Chapter 11 Petition Date: June 18, 2007

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Daniel R. Swetnam, Esq.
                  Tyson A. Crist, Esq.
                  Schottenstein Fox & Dunn, Co. L.P.A.
                  250 West Street, Suite 700
                  Columbus, OH 43215
                  Tel: (614) 462-2225
                  Fax: (614) 462-5135

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Thermal Ventures II, L.P.      loans, advances        $10,451,958
236 North Champion Street      and management
Youngstown, OH 44503           fees

Ohio Edison                    electricity and         $7,379,562
P.O. Box 3637                  interest
Akron, OH 44309-3637

City of Akron                  water and sewer         $5,288,344
Public Utilities Bureau
P.O. Box 3674
Akron, OH 44309-3674

Ohio Department of             gross receipts          $4,738,555
Taxation                       tax
Public Utility Tax Section
P.O. Box 530
Columbus, OH 43216-0530

Thermal Ventures, Inc.                              $3,643,443
29 East Front Street
Youngstown, OH 44503

Ohio E.P.A.                    emissions fees          $1,350,700
50 West Town Street,
Suite 700
Columbus, OH 43215

City of Akron                  lease and franchise     $1,227,449
Attention: Lease and
Franchise Department
P.O. Box 3674
Akron, OH 44309-3674

University of Akron,            pre-payments             $794,216
B.V.A.
Attention: Mr. F. John
Case, V.P. for Finance
and Administration-
Chief Financial Officer
Buchtel Hall 222
Akron, OH 44325

North Coast Energy, Inc.        natural gas              $309,742
P.O. Box 71-4352                supplier
Columbus, OH 43271-4352

Akron Thermal Cooling,          intercompany             $302,751
L.L.C.                          loans
236 North Champion Street
Youngstown, OH 44503

Summit County, Ohio             personal property        $269,074
Treasurer                       tax
175 South Main Street,
Suite 320
Akron, OH 44308-1353

East Fairfield Coal             fuel supplier            $263,671
10900 South Avenue
P.O. Box 217
North Lima, OH 44452

Nalco Chemical Company          chemical supplier        $205,206

North American Energy                                 $180,993
Ventures

Ohio Edison, C.W.               electricity              $130,966

Probex Fluids Recovery,         oil supplier              $93,637
Inc.

Thermal Engineering Group,      engineering               $87,582
Inc.                            services

Op-Tech                         services                  $54,410

Summit Tree and Landscape       fuel supplier             $48,575

Seneca Steel Erectors, Inc.     settlement                $38,086


AKRON THERMAL: Seeks Court Approval to Use TVII's Cash Collateral
-----------------------------------------------------------------
Akron Thermal L.P. asks authority from the U.S. Bankruptcy Court
for the Northern District of Ohio to use the cash collateral
securing the repayment of its obligations to Thermal Ventures,
L.P.

                      Financing Agreements

In financing statements on record with the Office of the Ohio
Secretary of State, Thermal Ventures, Inc. had a claimed interest
covering the Debtor's accounts receivable resulting from providing
steam service to Akron General Medical Center.  The Debtor
disputes this claimed interest.  In addition, Thermal Ventures,
L.P. filed a financing statement with the Delaware Secretary of
State, covering the Debtor's collateral:

   -- all accounts receivable;
   -- all deposit accounts; and
   -- all proceeds and products.

Subsequently, immediately prior to the Debtor's filing for
bankruptcy, the Debtor obtained a loan from TVII pursuant to a:

   a) June 15, 2007 Demand Promissory Note in the original
      principal amount of up to $750,000;

   b) June 15, 2007 Security Agreement; and

   c) Open-End Leasehold Mortgage;

Under the Security Agreement, the Debtor granted to TVII a
security interest in substantially all of its assets.  Pursuant to
the Mortgage, the Debtor also granted TVII an interest in the
Debtor's leasehold in the district energy system.

                   Debtor's Cash Collateral

The Debtor has three accounts:

   * a primary operating account;
   * a petty cash account; and
   * a payroll account.

The cash in the Existing Accounts constitutes proceeds from the
Debtor's sale of steam to its customers.  As such, the balances in
the Existing Accounts constitute cash collateral of one or more of
the above secured creditors.  The estimated balance in the
Existing Accounts as of the Debtor's bankruptcy filing was
approximately $58,000, and the Debtor received checks from
customers on the date of bankruptcy totaling approximately an
additional $22,000.

Debtor is in the process of closing the operating and petty cash
accounts.  The Debtor says that it needs the cash collateral to
continue its operations, including needed fuel purchases, pay
operating expenses and make payroll.

In order to provide TVII with adequate protection of its interest
in the cash collateral under Section 363(e) of the Bankruptcy
Code, the Debtor will provide TVII with replacement liens in the
Debtor's post bankruptcy filing cash collateral.

                      About Akron Thermal

Based in Akron, Ohio, Akron Thermal L.P. --
http://www.thermalventures.com/-- operates a public utility  
located in the City of Akron, Ohio, and provides heating services
commercial and residential properties.


AMERIPATH INC: Quest Diagnostics Completes $350MM Notes Offering
----------------------------------------------------------------
AmeriPath Inc. reported that Quest Diagnostics Incorporated has
completed its cash tender offer for the company's outstanding
$350 million, 10-1/2% Senior Subordinated Notes due 2013 (CUSIP
Nos. 03071D AC 3 and 03071D AA 7).  The cash tender offer expired,
on June 18, 2007, at 12:00 midnight, Eastern Time.

As of the Expiration Date, approximately $348 million in aggregate
principal amount, or 99.4% of the $350 million outstanding Notes
had been validly tendered and not withdrawn.  The total
consideration, payable to holders who tendered their notes at or
prior to June 4, 2007, 5:00 p.m., ET, was $1,088.58 for each
$1,000 principal amount of Notes, while the tender offer
consideration, which is payable to holders who tendered their
notes after the Consent Deadline, was $1,058.58 for each $1,000
principal amount of notes validly tendered and not withdrawn prior
to the Expiration Date.

In addition, after receipt of the requisite consents, the company
and U.S. Bank National Association, the trustee under the
Indenture governing the Notes, entered into a supplemental
indenture, which amended the Indenture governing the Notes to,
among other things, eliminate substantially all of the restrictive
covenants, certain events of default and other related provisions.
The amendments to the Indenture became operative on June 8, 2007.

The tender offer and the related consent solicitation to amend the
indenture pursuant to which the Notes were issued were made upon
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated May 21, 2007,
and the related Letter of Transmittal and Consent.

Morgan Stanley & Co. Incorporated acted as Dealer Manager for the
tender offer and consent solicitation.  The Information Agent and
Depositary was Global Bondholder Services Corporation.  Questions
regarding the tender offer and consent solicitation should contact
Morgan Stanley & Co. Incorporated at (212) 761-5384 (attn: Tate
Forrester).

                      About Quest Diagnostics

Headquartered in Lyndhurst, N.J., Quest Diagnostics Inc. (NYSE:
DGX) -- http://www.questdiagnostics.com/-- diagnostic testing,   
information and services that patients and doctors need to make
better healthcare decisions.  

                      About Ameripath Inc.

Headquartered in Palm Beach Gardens, Florida, Ameripath Inc. -
http://www.ameripath.com/-- provides physician-based pathology,  
dermatopathology and molecular diagnostic services to physicians,
hospitals, clinical laboratories and surgery centers.  A team of
sub-specialized pathologists and Ph.D. scientists provide medical
expertise, diagnostic quality, and personal consultation services.  
AmeriPath's team of more than 400 highly trained, board-certified
pathologists provide medical diagnostics services in outpatient
laboratories owned, operated and managed by
Ameripath, as well as in hospitals and ambulatory surgical
centers.

Specialty Laboratories supports local pathology and community-
based medicine by partnering with pathologists and hospitals to
improve patient care and reduce episodes-of-care costs.  Specialty
offers hospitals an extensive menu of highly advanced clinical
tests used by physicians to diagnose, monitor and treat disease
and a single-source solution for esoteric testing needs.


AMERIPATH INC: S&P Withdraws Ratings on Completed Quest Offer
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
AmeriPath Inc., including the 'B+' corporate credit and 'B-'
subordinated debt ratings.
      
"The rating action follows the June 18, 2007 completion of Quest
Diagnostics Inc.'s tender offer for AmeriPath's senior
subordinated notes," explained Standard & Poor's credit analyst
Jesse Juliano.
     
Quest completed its acquisition of AmeriPath on May 31, 2007.


AMP'D MOBILE: U.S. Trustee Appoints Seven-Member Creditors' Panel
-----------------------------------------------------------------
Pursuant to Section 1102(a) and 1102(b) of the Bankruptcy Code,
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appointed seven creditors to the Official Committee of Unsecured
Creditors in the Chapter 11 case of Amp'd Mobile Inc.:

  1. Sitel Operating Corporation
     f/k/a ClientLogic Operating Corporation
     Attn: Edward King
     Two American Center
     3102 West End Avenue, Suite 1000
     Nashville, Tennessee 37203
     Tel No.: (502)589-5400
     Fax No.: (502)581-1087

  2. Celluphone USA, LLC
     Attn: Michael Mohr
     6119 Washington Bldv.
     Los Angeles, California 90040
     Tel No.: (800)927-8060
     Fax No.: (800)927-2060

  3. Apex Systems, Inc.
     Attn: Buddy Omohundro
     4400 Cox Road, Suite 200
     Glen Allen, Virginia 23060
     Tel No.: (804)237-8333
     Fax No.: (804)523-8265

  4. Best Buy Company
     Attn: Mark Mosiniak
     7601 Penn Avenue South
     Richfield, Minnesota 55423
     Tel No.: (612)291-1000
     Fax No.: (612)292-5310

  5. Motorola, Inc.
     Attn: Brian Farley
     600 North U.S. Highway 45, MD: W426P
     Libertyville, Illinois
     Tel No.: (847)523-9268
     Fax No.: (847)761-1819

  6. Printing Management Associates
     Attn: Michael Lane
     17128 Edwards Road
     Cerritos, California 90703
     Tel No.: (562)407-9977
     Fax No.: (562)407-9999

  7. Taxi, Inc.
     Attn: Richard Muhlstock
     11 Beach Street
     10th Floor
     New York, New York 10013
     Tel No.: (212)414-8294
     Fax No.: (212)414-8444

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual    
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  When it
sought bankruptcy, Amp'D Mobile listed total assets of between
$1 million to $100 million and estimated debts of more than
$100 million.

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 5;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/   
or 215/945-7000)


AMP'D MOBILE: Wants Further Access to Kings Road Cash Collateral
----------------------------------------------------------------
Amp'd Mobile Inc. seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to further use the cash collateral
securing repayment of its obligations to Kings Road Investment
Ltd. for up to $7,518,000, provided that $1,700,000 reserved in
the revised budget will only be used if Kings Road has given its
prior written consent.

The Debtor intends to use the cash collateral to, among other
things, fund its payroll to satisfy employee obligations, pay
vendors and suppliers, and meet other ongoing business
obligations.

As reported in the Troubled Company Reporter on June 13, 2007,
the Court granted Amp'd Mobile authority, on an interim basis, to
use Kings Road's cash collateral in an aggregate amount not
exceeding $4,118,000.

The Debtor contends that once its authority to use the cash
collateral expires today, it will have no available cash or assets
readily convertible to cash that are not subject to liens and
security interests of Kings Road.

According to Mr. Sutty, the Debtor expects to make these cash
disbursements pursuant to a budget for the period from
June 1 through 25, 2007:

                 Projected Cash Disbursements
                 From June 1 to June 25, 2007

  Payroll and Benefits                           $1,138,000
  Content                                            84,000
  Vendor Payments & Professional Fees             1,383,000
  Foreign Subsidiaries                              125,000
  Reserve                                         2,450,000
                                                -----------
                                                 $5,180,000
  Total Disbursements
  from June 1 to June 15                          2,338,000
                                                -----------
                                                 $7,518,000
                                                ===========

The Debtor also proposes to provide adequate protection to Kings
Road in the form of replacement liens, avoidance actions, a lien
on the Debtor's intellectual property and a superpriority claim.   
Kings Road's adequate protection is subordinate only to the
Carve-Out for (i) bankruptcy professionals' fees not exceeding
$200,000, and (ii) disbursements to the Debtor's professionals
not exceeding $780,000 and to disbursements of professionals
retained by the Official Committee of Unsecured Creditors not
exceeding $100,000.

The Court will convene a hearing on the Debtor's request for
further use of the Cash Collateral on June 25, 2007, at 2:00 p.m.

                      Moderati Responds

Moderati, Inc., and the Debtor are parties to a ring tone service
agreement, which includes a licensing agreement under which the
parties grant each other particular non-exclusive license rights.   
The RTSA also provides that the Agreement is personal to each
party and is non-assignable without consent.

Brett D. Fallon, Esq., at Morris James, LLP, in Wilmington,
Delaware, asserts that the Debtor cannot assign the RTSA to Kings
Road, whether as a grant of collateral or otherwise, because
applicable non-bankruptcy law would preclude assignment without
Moderati's consent.  Moderati does not consent to an assignment
of the RTSA, Mr. Fallon tells the Court.

Accordingly, Moderati asks that if the Court enters a final Cash
Collateral Order, that Final Order should expressly carve out the
RTSA from the assets that are subject to the replacement lien
granted to Kings Road.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual    
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  When it
sought bankruptcy, Amp'D Mobile listed total assets of between
$1 million to $100 million and estimated debts of more than
$100 million.

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 5;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/   
or 215/945-7000).


ANTHONY MCFADDEN: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Anthony McFadden
        fdba McFadden Mobile
        aka Anthony I McFadden
        512 Weeks Street
        East Palo Alto, CA 94303

Bankruptcy Case No.: 07-30741

Type of Business: The Debtor filed for Chapter 11 protection on
                  March 28, 2002 (Bankr. N.D. Calif. Case No.
                  02-30795).

Chapter 11 Petition Date: June 15, 2007

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Renee C. Mendoza, Esq.
                  Cathleen C. Moran, Esq.
                  Moran Law Group, Inc.
                  1674 North Shoreline Boulevard, Suite 140
                  Mountain View, CA 94043-1375
                  Tel: (650) 694-4700
                  Fax: (650) 694-4818

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Three Largest Unsecured Creditors:

   Entity                        Nature Of Claim      Claim Amount
   ------                        ---------------      ------------
America's Servicing Company                               $658,250
P.O. Box 10328
Des Moines, IA 50306-0328

Option One Mortgage              Deed of Trust            $603,000
6501 Irvine Center Drive
Mail Stop DC
Irvine, CA 92618

Stanford Federal Credit Union    Purchase Money            $12,650
P.O. Box 10690
Palo Alto, CA 94303


AQUILA INC: Redeems $344 Million Debt Securities
------------------------------------------------
Aquila Inc. transferred, on June 15, 2007, $347.4 million to
Union Bank of California, N.A., acting as trustee, to redeem in
whole $344 million in aggregate principal amount of Aquila debt
securities.

The securities that were redeemed in whole and cancelled on
June 15, 2007, included:

      (i) $287.5 million in aggregate principal amount of Aquila's
          7.875% quarterly interest bonds due March 1, 2032;

    (ii) $51.5 million in aggregate principal amount of Aquila's
         8% senior notes due March 1, 2023; and

   (iii) $5 million in aggregate principal amount of Aquila's
         9% senior notes due Nov. 15, 2021.

The quarterly interest bonds will be de-listed from the New York
Stock Exchange as a result of the redemption.

                         About Aquila Inc.

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.

                          *     *     *

As reported in the Troubled Company Reporter on June 14, 2007,
Fitch upgraded Aquila Inc.'s issuer default rating to 'BB-' from
'B'; senior secured to 'BB+' from 'BB'; and senior unsecured to
'BB-' from 'B+'.  Approximately $1.3 billion of debt is affected.  
The ratings remain on rating watch positive.


ASARCO LLC: Court Okays Tax Protocol Agreement with ASARCO Inc.
---------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas approves the tax protocol for
dealing with tax issues and exchanging tax information between and
among ASARCO LLC and its debtor-affiliates and Asarco
Incorporated.

Judge Schmidt overrules all objections that have not been resolved
or withdrawn.

As reported in the Troubled Company Reporter on Feb. 12, 2007, the
Court had instructed ASARCO LLC and Asarco Incorporated to develop
a protocol for dealing with tax issues and exchanging tax
information.  In response, ASARCO LLC's counsel drafted a proposed
tax protocol agreement and sent the proposal to Asarco Inc. and
Americas Mining Corporation, ASARCO LLC's parent, for
consideration and comment.  ASARCO LLC says that Asarco Inc. and
AMC have been wholly unresponsive to ASARCO LLC's attempts to work
out tax protocols and have been only marginally responsive to its
requests to exchange certain tax-related information.

Under the Protocol, ASARCO LLC will:

   * provide AMC book trial balance, detailed book and tax
     differences, depreciation calculations, state apportionment
     information, and other information in the agreed electronic
     formal required for the federal tax and state income tax
     returns at least 45 days before the extended due date;

   * provide AMC will all ASARCO LLC financial information
     required for the return or report for state registrations at
     least 45 days before the extended due date;

   * prepare tax returns for its annual state registrations; and

   * provide AMC with an estimate of taxable income year to date
     for quarterly estimated tax payments.

On the other hand, AMC and Asarco Inc. will:

   * prepare federal tax and annual state income tax returns;

   * notify ASARCO LLC of any proposed material changes to the
     information it provided at least 15 days before the return
     is filed;

   * provide ASARCO LLC a copy of final return, including
     consolidated schedules, within 15 days after tax returns
     were filed;

   * provide ASARCO LLC with amounts of estimated regular tax and
     amounts of tax paid on ASARCO LLC' behalf; and

   * provide updated cumulative schedule of net operating loss
     carryforwards for tax purposes and all credit
     carryforwards.

A full-text copy of the proposed Tax Agreement Protocol is
available for free at http://researcharchives.com/t/s?19a5

ASARCO also asks the Court to require AMC and Asarco Inc. to
provide certain outstanding tax-related information:

   (a) With respect to the refund claim filed by Asarco Inc. for
       the tax years ending December 31, 1987, December 31, 1988
       and December 31, 1989, assistance in locating the sources
       and amounts of losses from calendar years ending
       December 31, 1994, December 31, 1995, December 31, 1998,
       and December 31, 1999, that were carried back to calendar
       years ending December 31, 1987, December 31, 1988, and
       December 31, 1989, as part of the refund claim;

   (b) A schedule containing AMC's calculations of the portions
       of the estimated consolidated federal and state income tax
       and alternative minimum tax liabilities of the AMC
       Consolidated Group for each quarterly estimated tax period
       during 2006, which are attributable to the ASARCO LLC
       Subgroup;

   (c) An updated cumulative schedule of AMC's estimates of the
       amounts of consolidated net operating loss carryforwards
       for both alternative minimum tax and regular tax purposes,
       which are attributable to the ASARCO LLC Subgroup; and

   (d) Further assistance in locating, accessing and interpreting
       information related to the historical tax basis of the
       assets of ASARCO LLC, Asarco Inc. and their subsidiaries.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Court Gives Nod on Grant Thornton as Auditors
---------------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Grant Thornton LLP as auditors.

As reported in the Troubled Company Reporter on May 28, 2007,
ASARCO LLC's DIP Financing requires the company to engage the
services of a nationally recognized firm for the audit of the
2006 accounts.  The Firm will audit the consolidated balance sheet
of ASARCO and its subsidiaries as of Dec. 31, 2006, and the
consolidated earnings, changes in members' equity and cash flows
for the year then ended.

In addition, Grant Thornton will audit the consolidated balance
sheet of Silver Bell Mining, LLC, as of Dec. 31, 2006.  Silver
Bell is a company that is 75% owned by AR Silver Bell, Inc., which
in turn is ASARCO's wholly owned subsidiary.

ASARCO will pay for Grant Thornton's services based on the firm's
customary hourly rates ranging from $160 to $500 per hour, plus
actual costs and expenses.

Based on ASARCO's records, the total estimated fees for the
ASARCO audit will range from $700,000 to $800,000 and fees for
Silver Bell audit will range from $50,000 to $75,000.  Should fees
exceed the range of estimates, Grant Thornton has agreed to bill
all hours incurred thereafter at $213 per hour.

If ASARCO does not employ Grant Thornton to do the ASARCO audit
for the 2007 financial statements, ASARCO will reimburse $150,000
to Grant Thornton for the time expended in reviewing the Debtors'
accounting records.

Edward O'Brien, Esq., a partner at Grant Thornton, assures the
Court that his firm does not represent any interest adverse to the
Debtors and their estates and is a "disinterested person" as the
term is defined under Section 101(14) of the Bankruptcy Code.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Court Okays Patton Boggs as Special Counsel
-------------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Patton Boggs LLP as its special counsel nunc pro tunc to
Aug. 9, 2006.

As reported in the Troubled Company Reporter on May 28, 2007, the
Debtors want to hire Patton Boggs to represent and advise the
Debtors with respect to compliance matters under the rules and
regulations of the Mine Safety and Health Administration and the
Occupational Safety and Health Administration and other related
areas of the law.

ASARCO will pay Patton Boggs for its services according to the
firm's customary rates:

      Designation              Hourly Rate
      -----------              -----------
      Partners                 $275 - $800
      Counsel                  $275 - $800
      Associates               $180 - $380
      Paralegals                $50 - $210

Prior to the Debtors' bankruptcy filing, the firm had rendered
services to ASARCO that have not yet been billed or that have not
yet been paid, Mark N. Savit, Esq., a partner at Patton Boggs,
informed the Court.  The amount owing for those services is
$134,867.  Patton Boggs' claim for those services has now been
transferred to Liquidity Solutions, Inc.

Mr. Savit assures the Court that Patton Boggs does not have or
represent any interest adverse to the Debtors for matters for
which it is contemplated to be retained as special counsel.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASSET ACCEPTANCE: Board Affirms Special One-Time Cash Dividend
--------------------------------------------------------------
Asset Acceptance Capital Corp. board of directors has declared a
special one-time cash dividend of $2.45 per share payable
July 31, 2007, to shareholders of record July 19, 2007.
    
On April 24, 2007, the company disclosed its plan to recapitalize
its balance sheet and return $150 million to shareholders.  The
company has agreed to repurchase $75 million of its shares through

   1) a modified "Dutch auction" tender offer, which expired at
      5 p.m. EDT, on June 12, 2007; and

   2) purchases from AAC Quad-C Investors LLC, the company's
      largest shareholder, the chief executive officer and the
      chief financial officer, who collectively own 50.4% of the
      company's stock, with these purchases occurring outside and
      after the tender offer, allowing these three holders to
      maintain their ratable ownership interests in the company.
    
The balance of the $150 million return of capital, or
approximately $75 million, will be paid to shareholders in the
form of the special one-time cash dividend the company.
    
The company is funding its return of capital to shareholders
through its expanded $250 million credit agreement.  The expanded
credit agreement contains a $150 million term loan used to fund
the return of capital to shareholders and a $100 million revolving
loan facility that will be used to supplement cash flows available
for the acquisition of purchased receivables and other general
corporate purposes.
    
"The company's plan to recapitalize Asset Acceptance has afforded
shareholders the opportunity to benefit from the financial
performance of the company, while balancing the strategic needs of
our business to support sustained, profitable growth," Brad
Bradley, chairman, president and CEO of Asset Acceptance Capital
Corp., said.  "Between the substantial cash flows generated by
Its business and the expanded credit agreement it secured earlier,
the company has retained a level of liquidity sufficient to
support its investment in charged-off consumer receivables and
other emerging opportunities, which it believes positions the
company to continue to grow the economic value of the company."
    
"The company is pleased with the results of the entire
transaction, including favorable financing terms and the success
of the tender offer," Mark Redman, senior vice president-finance
and CFO of Asset Acceptance, concluded.  "The company believes the
increased efficiency and financial flexibility of its capital
structure remains a competitive advantage for the company,
particularly as it seeks to identify avenues of growth capable of
creating value for its shareholders."

                      About Asset Acceptance

Headquartered in Warren, Michigan, Asset Acceptance Capital Corp.
(Nasdaq: AACC) -- http://www.AssetAcceptance.com/-- purchases   
charged-off consumer debt from credit issuers, and then uses
proprietary methods to collect on these receivables.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Standard & Poor's Rating Services assigned its 'BB-' long-term
counterparty credit rating to Asset Acceptance Capital Corp.  In
addition, S&P assigned a 'BB' rating to the company's six-year,
$150 million, first-lien, senior secured term loan and five-year
$100 million senior secured credit facility.


BANC OF AMERICA: Fitch Affirms Low-B Ratings on Six Classes
-----------------------------------------------------------
Fitch Ratings affirms Banc of America Commercial Mortgage Inc.,
series 2006-2 as:

    -- $91.1 million class A-1 at 'AAA';
    -- $182.5 million class A-1A at 'AAA';
    -- $68.6 million class A-2 at 'AAA';
    -- $145 million class A-3 at 'AAA';
    -- $118.6 million class A-AB at 'AAA';
    -- $1,269.3 million class A-4 at 'AAA';
    -- $269.9 million class A-M at 'AAA';
    -- $215.9 million class A-J at 'AAA';
    -- Interest-only class X-W at 'AAA';
    -- $50.6 million class B at 'AA';
    -- $27 million class C at 'AA-';
    -- $40.5 million class D at 'A';
    -- $27 million class E at 'A-';
    -- $30.4 million class F at 'BBB+';
    -- $27 million class G at 'BBB';
    -- $33.7 million class H at 'BBB-';
    -- $10.1 million class J at 'BB+';
    -- $13.5 million class K at 'BB';
    -- $10.1 million class L at 'BB-';
    -- $3.4 million class M at 'B+';
    -- $6.7 million class N at 'B';
    -- $6.7 million class O at 'B-';

Fitch does not rate the $37.1 million class P.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the June 2007 distribution
date, the pool's aggregate certificate balance has decreased 0.5%
to $2.68 billion from $2.7 billion at issuance.  There have been
no delinquent or specially serviced loans since issuance.

At issuance, Fitch credit assessed the following six loans:
Faneuil Hall, 277 Park Avenue, 841-853 Broadway, 250 Park Avenue
South, Myles Standish Plaza, and 160 East 84th Street.  These
loans maintain their investment grade credit assessments based on
stable performance and occupancy levels since issuance.


BRIDGETECH HOLDINGS: March 31 Balance Sheet Upside-Down by $5.1MM
-----------------------------------------------------------------
Bridgetech Holdings International Inc. reported a net loss of
$5,086,332 for the first quarter ended March 31, 2007, compared
with a net loss of $2,571,222 for the same period ended March 31,
2006.  

Consolidated revenues decreased to $46,170 in March 31, 2007, from
$125,030 reported in 2006, a decrease of $78,860.  

General and administrative costs increased to $5,034,857 for the
first quarter ended March 31, 2007, compared to $2,645,153 in
March 31, 2006.  The increase of $2,389,704 is primarily the
result of an increase in parent company overhead costs.  

At March 31, 2007, the company's balance sheet showed $1,601,749
in total assets and $6,780,858 in total liabilities, resulting in
a $5,179,109 total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $984,133 in total current assets
available to pay $6,780,858 in total current liabilities,

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2111

                       Going Concern Doubt

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida,
expressed substantial doubt about Bridgetech Holdings
International Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has operating and liquidity concerns, has
incurred an accumulated deficit of approximately $17,812,985
through the period ended Dec. 31, 2006, and current liabilities
exceeded current assets by approximately $5,170,899 at Dec. 31,
2006.

                    About Bridgetech Holdings

Bridgetech Holdings International Inc. (OTC BB: BGTH.PK) --
http://www.bridgetechholdings.com/-- is an emerging healthcare  
products company focused on providing healthcare products and
services in the U.S. and Asian markets.


CARIBOU RESOURCES: July 30 Meeting Set to Decide on Jed Oil Offer
-----------------------------------------------------------------
The Court of Queen's Bench of Alberta has issued an order which
provides for meetings of Caribou Resources Corp.'s creditors and
shareholders to be held on July 30, 2007.

The meeting of Caribou's creditors will consider approval of a
Plan of Arrangement under the Companies' Creditors Arrangement Act
(Canada), in relation with JED Oil Inc.'s acquisition of Caribou.

Caribou had filed for protection under the CCAA which is similar
to "Chapter 11" protection in the U.S.  Under the CCAA Plan,
Caribou's creditors ranking in priority behind the major secured
creditor, whose position JED has acquired, are being offered cash
of approximately $345,500 plus the issuance of 5 million JED
common shares.

Under the CCAA Plan the secured creditors whose security ranks
behind JED's will share in the net proceeds from 1.8 million of
the JED common shares and the unsecured creditors will share in
the balance of the cash and JED common shares.  Creditors of
Caribou who have security that ranks ahead of JED's will not be
affected by the CCAA Plan and will be paid by JED.

                      Shareholders' Meeting

The meeting of Caribou's shareholders will consider, among other
things, approval of a Plan of Arrangement under the Business
Corporation's Act (Alberta).  Under the ABCA Arrangement,
Caribou's shareholders would transfer all of the Caribou common
shares to JED in exchange for JED common shares, on the basis of
one JED Common share for each ten Caribou common shares, and
Caribou would become a wholly owned subsidiary of JED.  
Outstanding stock options to acquire Caribou common shares, if not
exercised by the effective date of the ABCA Arrangement, would be
cancelled.  JED has reserved up to 4 million common shares for the
ABCA Arrangement.

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 American Stock Exchange and JED will hold a special
meeting of its shareholders on July 30, 2007.  JED's common
shareholders and Series B Preferred shareholders will also be
asked to approve amendments to JED's Articles of Incorporation to
amend the terms of the Series B Preferred shares to extend the
maturity date to Feb. 1, 2010 and change the conversion prices to
$3.50.  An Information Circular with detailed information will be
mailed to JED shareholders in the first week of July.

                   Guidance for 2007 and 2008

As a result of this combination with Caribou, JED expects to have
combined production of approximately 1,500 barrels of oil
equivalent per day.  Current estimates for 2007 year-end
production is approximately 2,900 BOE/d.  Utilizing existing
lands, the current capital base and the significant reduction in
debt, the forecasted exit rate for Q1 2008 is expected to be
approximately 4,100 BOE/d and the Q2 2008 exit rate is expected to
be 4,500 BOE/d.

Funds provided by operating activities before changes in operating
assets and liabilities on a combined basis for Q3 2007 are
expected at approximately $2.9 million and $8 million for Q4.
Funds from operations for Q1 2008 are expected at approximately
$13 million with $26.5 million expected for the first six months
of 2008.

Common shares outstanding on a combined basis will be
approximately 23.8 million.  On a fully diluted basis there would
be approximately 29.8 million shares based on existing stock
options, share purchase warrants, convertible notes and
convertible preferred stock.  A private placement in Canada of an
additional 1.4 million convertible preferred shares is currently
being considered by JED, which, if completed, would increase the
aggregate common shares on a fully diluted basis to approximately
31.2 million.  If the amendments to JED's Articles of
Incorporation to change the conversion price of the Series B
Preferred shares are approved, the aggregate of common shares
would be approximately 37.65 million on a fully diluted basis.  In
these estimates on a fully diluted basis, the conversion of the
convertible notes is based on the current exercise price of
$16.00.

To accomplish the company's development drilling programs over the
next year it plans to use existing cash flow, bank lines of credit
and certain asset sales.  The above guidance includes those
sources of funds.  The company does not plan any equity offering
during the next year, other than the private placement of
preferred shares.  JED believes that it can exit 2008 at a
production rate of approximately 5,900 BOE/d while significantly
reducing its debt.  Based on current varied pricing estimates of
the New York Mercantile Exchange, estimated revenue for the full
year of 2008 is expected to be $92 million resulting in operating
cash flow of approximately $63 million.

                           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.


CATALYST PAPER: Plans $200 Million Senior Notes Private Placement
-----------------------------------------------------------------
Catalyst Paper Corporation intends to sell, on a private placement
basis, $200 million in aggregate principal amount of senior notes
with a proposed maturity of 2017 through an offering within the
United States pursuant to Rule 144A under the U.S. Securities Act
of 1933, as amended, and in certain Canadian Provinces and other
jurisdictions under Regulation S under the U.S. Securities Act of
1933, as amended.

The net proceeds of the offering of the senior notes will be used
for general corporate purposes, which may include acquisitions and
investments to support our continued growth.

The senior notes have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United
Sates absent registration or an applicable exemption from the
registration requirements.

Headquartered in Vancouver, British Columbia, Catalyst Paper
Corporation (TSE:CTL) -- http://www.catalystpaper.com/--   
together with its subsidiaries, is a newsprint and specialty
ground wood paper producer in North America.  The company operates
four manufacturing divisions, and one paper recycling division in
British Columbia, Canada.  The company operates in three business
segments: Specialty Papers, engaged in the manufacture and sale of
ground wood specialty printing paper; Newsprint, engaged in the
manufacture and sale of newsprint, and Pulp, engaged in the
manufacture and sale of long and short fiber pulp and
containerboard.  The primary market for the company's paper
products is North America.  The primary markets for the
company's pulp products are Asia, Australasia and Europe.

                       *     *     *

Catalyst Paper's 8-5/8% Series C Senior Notes carry Moody's
Investors Service's B2 rating, Standard & Poor's B+ rating, and
Dominion Bond Rating Service's BB rating.


CHIQUITA BRANDS: Executives Adopt Prearranged Stock Trading Plan
----------------------------------------------------------------
Chiquita Brands International Inc.'s executive officers has
adopted a prearranged stock trading plan in accordance with
guidelines specified by Rule 10b5-1 under the Securities Exchange
Act of 1934, as amended.
    
Rule 10b5-1 allows plans to be established that permit corporate
executives to prearrange sales of company securities at a time
when they are not aware of any material non-public information.
Such plans typically involve a plan to sell shares over a set
period of time.  These pre-arranged planned trades will be
executed at a specified later date, as set forth in the plan,
without further action or oversight by the executive officer.

A plan can provide for sales of stock on a particular date or at a
particular price or a combination of both of these factors, along
with others.  The rules allow corporate executives to diversify
their investment portfolios and avoid concerns about initializing
stock transactions while possibly in possession of material non-
public information.
    
Chiquita's president and chief operating officer of its Chiquita
Fresh Group, Robert F. Kistinger, has adopted a plan under Rule
10b5-1 which is in accordance with company's stock ownership
guidelines and provides for the liquidation of portions of his
holdings over multiple quarters, as part of systematic financial
planning for the benefit of his family.  Shares sold pursuant to
the plan will be disclosed publicly through Form 144 filings
and Form 4 filings as required by the SEC.
    
                      About Chiquita Brands

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and
distributes fresh food products including bananas and nutritious
blends of green salads.  The company markets its products under
the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide, including
Panama.

                           *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service Ratings affirmed these ratings on
Chiquita Brands International Inc.: (i) corporate family rating at
B3; (ii) probability of default rating at B3; (iii) $250 million
7.5% senior unsecured notes due 2014 at Caa2(LGD5, 89%); and (iv)  
$225 million 8.875% senior unsecured notes due 2015 at Caa2 (LGD5,
89%).  Moody's changed the rating outlook for Chiquita Brands to
negative from stable.

Troubled Company Reporter reported on May 4, 2007, that Standard &
Poor's Ratings Services placed its 'B' corporate credit
and other ratings on Cincinnati, Ohio-based Chiquita Brands
International Inc. on CreditWatch with negative implications,
meaning that the ratings could be lowered or affirmed following
the completion of their review.  Total debt outstanding at the
company was about $1.3 billion as of March 31, 2007.


CITY OF DENVER: Moody's Junks Rating on $275 Million Bonds
----------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to $275 million
of City and County of Denver, Colorado Special Facilities Airport
Revenue Refunding Bonds, Series 2007A.  In a related action,
Moody's also assigned ratings of Baa2 to the Class A, Ba2 to the
Class B and B1 to the Class C Certificates of the United Air Lines
Pass Through Certificates, Series 2007-1.

Moody's affirmed all debt ratings of UAL Corporation and its
subsidiaries, corporate family rating at B2, and the outlook
remains stable.

             Rating of the Denver Facility Bonds

The Caa1 rating on the Denver Facility Bonds is based on the
Special Facilities and Ground Lease which obligates United to pay
sufficient amounts to the City and County of Denver, Colorado to
pay the principal, premium, if any and interest on the Bonds. In
addition, United provides a direct, unconditional guaranty of full
and prompt payment on the Denver Facility Bonds.

               Ratings of the Certificates

The Certificate ratings considers the credit quality of United as
obligor, the value of the aircraft pledged as security, the credit
support provided by the liquidity facilities on the Class A and
Class B Certificates, and the additional structural features of
the transaction.  The ratings reflect Moody's opinion of the
ability of the Pass Through Trustees to make timely payment of
interest and the ultimate payment of principal at a date no later
than January 2019, the final maturity date.  Moody's also notes
that this transaction includes cross-collateralization of the
aircraft securing the individual notes underlying the transaction,
which enhances the potential recovery for investors in the event
of default, as well as a revised waterfall and cross-default at
the final maturity date of the Notes.

Structure of the United Airlines Pass Through Certificates, 2007-1
EETCs

Property of the Pass Through Trust will be Equipment Notes to be
issued by United, which will be secured by a perfected security
interest in the aircraft being financed by this transaction.  Each
aircraft will be subject to a separate indenture with a separate
loan trustee.  It is the opinion of counsel to United that the
Notes will be entitled to benefits under Section 1110 of the U.S.
Bankruptcy Code.  Under this provision, if United fails to pay its
obligations under the Notes, the collateral trustee has the right
to repossess any aircraft which have been rejected by United.

The Certificates are not obligations of, nor are they guaranteed
by, United.  However, the amounts payable by United under the
Notes will be sufficient to pay all principal and interest on the
Certificates when due.  The Class C Certificates rank junior in
priority to the Class B Certificates and the Class B Certificates
rank junior to the Class A Certificates.

Interest on the Class A Certificates and Class B Certificates will
be supported by liquidity facilities intended to pay up to three
semi-annual interest payments in the event United defaults on its
obligations under the Notes.  The liquidity facilities do not
provide for payments of principal due, and there is no liquidity
facility for the Class C Certificates.  The liquidity provider is
Morgan Stanley Senior Funding, Inc. whose obligations will be
unconditionally guaranteed by Morgan Stanley which has a Moody's
short-term rating of P-1.  The liquidity provider has a priority
claim on proceeds from liquidation ahead of any of Certificate
holders and is also the controlling party following default.

             Cross Collateralization Feature

The ratings of all Certificates benefit from cross
collateralization, because Moody's believes this feature
potentially enhances recovery prospects.  Under the cross
collateralization structure, if all aircraft are sold, then
surplus proceeds from the sale of any aircraft are made available
to cover any shortfall due under the Notes related to the sale of
any other aircraft.  All surplus proceeds will be retained until
maturity of the financing or the indentures are cancelled.  
Moody's believes expected recovery is enhanced because of:

    *  the number of aircraft,

    * that no single aircraft type comprises a substantial portion
      of the equipment pool, and

    * while there is some correlation in the value of the aircraft
      types in the transaction, there is sufficient diversity to
      produce the benefit of cross collateralization. This
      transaction was accorded the maximum rating benefit from the
      existence of cross collateralization because of the number
      of aircraft and the different types of aircraft.

            Collateral for the 2007-1 EETC

Proceeds from the sale of the Certificates will be used to
purchase Notes to finance two B767-300ER, four B777-200, four
B777-200ER and three B747-400 aircraft originally delivered to
United between 1998 and 2002.  While there is some commonality
among these aircraft as they are all long-haul widebody commercial
jets, there are some differences in terms of their current and
future usage which is reflected in their expected valuations.  The
B767-300ER is one of the most widely accepted widebody aircraft
among commercial airlines, and is generally used for long-range
flights.  The B777-200, while intended for transcontinental,
regional and international routes with cargo capacity similar to
that of the B747, has largely been superceded by the 777-200ER.
The B777-200ER has a range about 50% higher than the -200.  The
B747-400, which has been superceded by next-generation commercial
passenger aircraft, has primary value as a freighter conversion.
Moody's believes the current aircraft values are supported by
particularly strong market conditions which may be nearing the
peak of the demand cycle.  Should a downturn in the demand occur,
Moody's believes the impact on the values of the aircraft in this
transaction operating in passenger configuration would be greater
than for other aircraft types.  First, widebody aircraft would
likely have less operational flexibility than narrowbody aircraft
in a softer economic environment, and their use would likely be
discontinued sooner.  Second, these aircraft are at or near their
economic half lives. Some models have been superceded by newer,
more efficient aircraft types which is likely to generate greater
value volatility in an economic downturn.  Finally, the cost of
modification of these aircraft to cargo configuration is
significant and potentially prohibitive.

Assignments:

Issuer: Denver (City & County of) CO

-- Senior Unsecured Revenue Bonds, assigned Caa1 (LGD5, 86%)

Issuer: United Air Lines, Inc. 2007-1 Pass Through Trusts

-- Class A Certificates, Assigned Baa2
-- Class B Certificates, Assigned Ba2
-- Class C Certificates, Assigned B1

UAL Corporation which, through its primary subsidiary United
Airlines, Inc. is one of the largest airlines in the world
providing scheduled passenger service throughout North America,
Latin America, Europe and Asia, is headquartered in Chicago,
Illinois.


CLEVELAND-CLIFFS: Will License Kobe Steel's Iron Nugget Technology
------------------------------------------------------------------
Kobe Steel has agreed to license its patented ITmk3(R) iron-making
process to Cleveland-Cliffs, Inc.

The alliance, which has a 10-year term, covers use of the
proprietary process in the United States and Canada, Australia and
Brazil, and may be expanded to include other geographic regions.

Commenting on the new alliance, Cliffs Chairman, President and
Chief Executive Officer Joseph A. Carrabba stated, "One of Cliffs'
major strategic initiative is to sustain its leadership position
in pioneering processes related to metallics.  By constructing a
commercial-scale facility that will produce iron in nearly pure
form, we will further that mission and be able to offer North
America's non-integrated steel mills a consistently available and
very high-quality domestic metallic feed, which is similar in
quality to imported pig iron.  Moreover, as Cliffs currently sells
the majority of its pellets to integrated steel companies in North
America, this opportunity has the potential to open a new market.

"We have been very interested in this technology since
successfully testing the process in a pilot plant located at our
Northshore facility.  The alliance with Kobe moves us closer to
realizing our mutual goal of commercializing and exploiting this
innovative process."

Used for the production of high-purity iron nuggets containing
more than 96% iron, the ITmk3 process provides the means to create
high-quality raw material for electric arc furnaces (EAFs).  Steel
producers utilizing EAFs currently account for nearly half of
North America's steelmaking capacity.

The company also announced that the two parties have agreed to
participate on a joint-venture basis as strategic equity partners
in a 500,000 ton per annum iron nugget facility to be constructed
at one of Cliffs' United States mining properties.  The timing of
this project and the site location will ultimately depend on
permitting issues.

                    About Cleveland-Cliffs Inc.

Based in Cleveland, Ohio, Cleveland-Cliffs Inc. (NYSE:
CLF) -- http://www.cleveland-cliffs.com/-- produces iron ore
pellets in North America, and sells the majority of its pellets to
integrated steel companies in North America and Canada. The
company operates six iron ore mines located in Michigan, Minnesota
and Eastern Canada.  The company is a majority owner of Portman
Limited, an iron ore mining company in Australia, serving the
Asian iron ore markets with direct-shipping fines and lump ore.

                          *     *     *

Cleveland-Cliffs, Inc.'s preferred stocks carry Moody's Investor
Service's 'B3' rating.


CMP SUSQUEHANNA: Debt Leverage Prompts S&P's Positive Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on radio
broadcaster CMP Susquehanna Corp. to positive from stable, based
on the company's progress in reducing costs and debt leverage
since its May 2006 acquisition.  The ratings, including the 'B-'
corporate credit rating, were affirmed.
     
"The rating on CMP Susquehanna reflects its still very high
leverage, the unfavorable secular trends in radio advertising,
advertising cyclicality, and the potential for more acquisitions,"
said Standard & Poor's credit analyst Michael Altberg.  "These
factors are partially offset by CMP Susquehanna's portfolio of
large-market radio stations, radio broadcasting's good margin and
discretionary cash flow potential, and healthy station asset
values."
     
CMP Susquehanna was formed on May 5, 2006, when the company's
parent, Cumulus Media Partners LLC--along with Bain Capital
Partners LLC, The Blackstone Group, and Thomas H. Lee Partners
L.P.--acquired Susquehanna Radio Corp. for $1.2 billion.


CMS ENERGY: Closes Sale of Brazilian Unit for $211.1 Million
------------------------------------------------------------
CMS Energy Corporation and its subsidiary, CMS Electric and Gas
L.L.C., closed the sale of CMS Energy Brasil S.A., the holding
company for a group of Brazilian electric distribution companies,
and related assets to CPFL Energia S.A., a Brazilian utility,
for $211.1 million.

Proceeds from the sale will be used to reduce debt at CMS Energy
and invest in CMS Energy's Michigan utility, Consumers Energy.

                         About CMS Energy

Headquartered in Michigan, CMS Energy Corporation --
http://www.cmsenergy.com/-- is an electric and natural gas   
utility, natural gas pipeline systems, and independent power
generation.

CMS Energy Brasil provides electric service to about 172,000
customers, primarily in the state of Sao Paulo.  CMS Energy
purchased a controlling interest in CMS Energy Brasil in 1999.
It was CMS Enterprises' sole business in Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on June 12, 2007,
Moody's Investors Service upgraded the senior unsecured long-
term rating of CMS Energy Corporation to Ba1 from Ba3, and its
senior secured rating on CMS Energy's subsidiary Consumers
Energy Company to Baa1 from Baa2.  Moody's revised the outlook
of both companies to stable from positive.


COUNTERPATH SOLUTIONS: Inks Deal to Purchase NewHeights Software
----------------------------------------------------------------
CounterPath Solutions Inc. has entered into a definitive
agreement to acquire NewHeights Software Corp.  Under the terms of
the agreement, CounterPath will acquire all of the shares of
NewHeights through the issuance of 40,250,000 shares of
CounterPath's common stock.

In addition, CounterPath will issue 13,750,000 shares of common
stock at $0.40 per share for an investment of $5.5 million for an
aggregate transaction value of $21.6 million.  The acquisition and
investment will allow CounterPath to combine its existing
softphone solutions with NewHeights' enterprise softphone and IP
application server products, enabling the company to provide best
in class voice and multimedia collaboration services to a wider
range of customers within the IP communications market.
    
As part of the transaction, Wesley Clover, a private equity firm
headed by Sir Terence H. Matthews, will invest in CounterPath to
advance the company's strategy of being the dominant endpoint
provider for fixed and mobile operators and infrastructure
providers across all desktop, embedded and mobile device
platforms.
    
"NewHeights and CounterPath are both innovative and agile
companies, joining forces at an opportune time as their respective
markets take off and companies are making long term product
decisions," Sir Matthews, chairman of Wesley Clover, said.  "I
believe that the potential for business growth is excellent.  Mr.
Clover has mentored and made significant investments in more than
50 successful technology companies and the company is pleased to
include CounterPath among its investments."
    
The combined company will:

   a) maintain the CounterPath name and brand;
   b) have approximately 100 employees; and
   c) be headquartered in Vancouver, British Columbia with a
      development office in Ottawa, Ontario.  

Sir Matthews, chairman of Mitel Corporation and Wesley Clover,
will become the chairman of CounterPath.  Greg Pelling, president
of NewHeights, formerly with Cisco Systems and
PricewaterhouseCoopers, will be the company's chief executive
officer.  Mark Bruk, CounterPath's founder, will remain active in
the company and on the board as vice chairman.
    
"The acquisition of NewHeights will deliver value to the company's  
customers, partners, employees and shareholders, while making it
the clear choice for new customers," Mr. Bruk, current chairman
and chief executive officer of CounterPath, said.  "This
transaction allows it to advance the company's roadmap and bring
in additional capital and a strong strategic investment partner.
The company's focus and resolve is strengthened as it continues on
its path to create the industry's leading consumer and enterprise
softphone solution provider."
    
After the completion of the transaction, the combined company will
focus on integrating the sales, marketing and development teams,
consolidating and strengthening soft-client and softphone
offerings and further commercializing its server solutions.  The
new products will be made available to CounterPath's list of more
than 250 customers across 50 countries well as to new customers in
the service provider, Original Equipment Manufacturer and
enterprise sectors.  CounterPath's roster of customers includes
Adtran, Alcatel-Lucent, AT&T, BT (British Telecom), Cisco Systems,
Deutsche Telekom, Portugal Telecom and Vonage.
    
"By bringing together the unique strengths of each company, this
transaction accelerates the company's respective growth
strategies," Mr. Pelling said.  "CounterPath's VoIP applications
are recognized as the SIP-based softphones in the industry.  By
layering on enterprise software and features, the company believes
it can offer an attractive solution to the rapidly growing IP
communications market."

Immediately prior to closing, NewHeights will be debt free and
have $2.5 million in cash to contribute to the combined entities.
Wesley Clover has committed a further $3.5 million to be invested
over a seven month period for 8,750,000 shares of common stock
bringing the total cash contribution to CounterPath by NewHeights
and Wesley Clover to $6 million.  

Upon closing, CounterPath's convertible debenture holders have
agreed to convert their existing debentures in the amount of
$4 million and invest a further $2 million for 15 million shares
of common stock at $0.40 per share.

At closing, CounterPath expects to be debt free, and have an
additional $8 million of new cash or cash commitments.  After the
investments of the convertible debenture holders and Wesley
Clover, CounterPath expects that there will be a total of
101,940,983 shares of common stock outstanding.  The closing of
the transaction contemplated by the definitive agreement is
subject to various conditions, including approval by NewHeights'
securityholders, court approval and other customary closing
conditions.  The transaction is expected to close within 60 days.
    
The shares of CounterPath's common stock to be issued in
connection with the proposed acquisition and investments have not
been and will not be registered under the Securities Act of 1933
as amended, and may not be offered or sold in the United States
absent registration, or an applicable exemption from registration,
under the Act.
    
                    About NewHeights Software
    
Headquartered in Ontario, Canada, NewHeights Software Corporation
-- http://www.newheights.com/-- delivers evolved next-generation  
communications software clients.  Sold under the brands of Service
Providers, Softswitch vendors and IP-PBX vendors, NewHeights'
soft-clients are driving a new communications experience within
small and large businesses.  Extracting the value of SIP/IMS, MGCP
and proprietary networks, NewHeights' soft-clients integrate
feature-rich call control with custom and enterprise applications
to enable a unified, contextual communications environment for
fixed and mobile users.  NewHeights is a privately held company
with development offices in Victoria, British Columbia, Canada and
sales offices in the United Kingdom and Australia.  Its major
shareholders include Wesley Clover and Bell Canada.  To date more
than CDN$25 million has been invested in NewHeights since it was
formed in 1998.
    
                    About Counterpart Solutions

Based in Vancouver, British Columbia, Counterpath Solutions Inc.
(OTC BB: CTPS.OB) -- http://www.counterpath.com/-- designs and  
develops multimedia application software.  Software applications
are based on session initiation protocol (SIP) which is the
recognized standard for interactive end points that involve
multimedia elements such as voice, video, instant messaging,
presence, online games and virtual reality.

The company's balance sheet at Dec. 31, 2006, showed $4,834,927 in
total assets and $4,867,658 in total liabilities, resulting in a
$32,731 total stockholders' deficit.


CREDIT SUISSE: Fitch Lowers Ratings on Class M & N Certificates
---------------------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
these classes of Credit Suisse First Boston's commercial mortgage
pass-through certificates, series 2005-CND2:

    -- $23 million class M to 'BB' from 'BBB-';
    -- $18.8 million class N to 'BB-' from 'BBB-'.

In addition, Fitch affirms the ratings on these classes:

    -- $375.4 million class A-2 at 'AAA';
    -- Interest-only class A-X-1 at 'AAA';
    -- Interest-only class A-X-2 at 'AAA';
    -- Interest-only class A-X-3 at 'AAA';
    -- Interest-only class A-X-4 at 'AAA';
    -- Interest-only class A-X-5 at 'AAA';
    -- Interest-only class A-Y at 'AAA';
    -- $64 million class B at 'AAA';
    -- $63 million class C at 'AA';
    -- $39 million class D at 'AA';
    -- $36 million class E at 'AA-';
    -- $35 million class F at 'A+';
    -- $37 million class G at 'A';
    -- $33 million class H at 'A-';
    -- $36 million class J at BBB+';
    -- $32 million class K at 'BBB';
    -- $32 million class L at 'BBB-'.

Classes A-1, A-1S, and A-1J have been paid in full.

As of the June 2007 remittance date, the transaction's principal
balance had decreased by 58.6% to $824.3 million from $2 billion
at issuance due to the payment in full of twelve loans. Eight
loans remain in the transaction.  Five are secured by multifamily
rental properties that are undergoing conversion to individual
condominiums.  Three loans are secured by multifamily properties
with cancelled condominium conversions.  All loans are current,
and none are specially-serviced. There have been no losses to the
trust.

The downgrades are due to several Fitch concerns about the
transaction's remaining loans; upcoming 2007 maturity dates,
geographic concentration, concentration by size, oversupply in
various Florida condominium markets, and delays at the largest
loan in the transaction - Manhattan House (54.6%).  All of the
loans mature in 2007.

Four (17.8%) of the eight remaining loans are in Florida.  Three
of the loans in Florida are secured by multifamily properties that
are no longer being converted to condos: Mizner Court (7%), Spring
Harbor (4.6%) and Spring Landing (3.8%).  All three are being re-
leased as rental properties.  Fitch is concerned that they do not
generate sufficient cash flows as rentals to support their current
debt levels, and as a result the loans no longer maintain
investment-grade credit assessments.

The Manhattan House loan is secured by a 583-unit multifamily
rental building located on the Upper East Side of Manhattan, New
York.  As of the June 2007 remittance, there had been no sales or
contracts signed for any of the units.  Fitch is monitoring the
ongoing status of litigation between the partners and its impact
on the loan's performance.


DANKA BUSINESS: Inks New $145 Million Senior Facility with GE
-------------------------------------------------------------
Danka Business Systems PLC entered into an agreement with
GE Corporate Lending for a new senior secured credit facility
totaling $145 million, subject to a number of customary closing
conditions.  The company expects the transaction to close by
tomorrow, June 22, 2007.

Proceeds, together with the proceeds of the company's previously
completed sale of its European operations, will be used to reduce
and refinance the company's existing indebtedness.  Upon
completion of this financing, the company expects to reduce its
overall debts to about $120 million, down from $254 million.  
It will also reduce annual interest expense to about $13 million
from the current $29 million.

The new credit facility includes a $40 million senior secured
revolving credit facility, a $60 million senior secured term
loan and a $45 million second lien loan.

Representing Danka in the transaction was the investment banking
firm Houlihan Lokey and the law firm Skadden, Arps, Slate,
Meagher & Flom.

"T[he] agreement with GE Corporate Lending represents another
significant milestone in the reshaping of Danka," said A.D.
Frazier, chairman and chief executive officer.  "This credit
facility, along with the other important financial and
operational steps we have taken in the past year, will provide
Danka with the appropriate long-term flexibility from which to
grow our business.  It also reaffirms the company's commitments
to our valued vendors and existing customers, and significantly
enhances the ability of our talented team of employees to
compete for and win new customers, as well as deliver even
greater value."

                         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.


DDS TECHNOLOGIES: Board Gives Nod to Cease All Business Operations
------------------------------------------------------------------
DDS Technologies USA Inc.'s board of directors has determined, in
a meeting held June 18, 2007, to immediately cease all business
operations of the company.  The board has instructed the officers
of the company to take the appropriate steps to liquidate the
company's assets in the event that additional, sufficient equity
capital commitments are not obtained within the next 10 days.
    
Pursuant to the achievement of additional capital investment, the
company has entered into two contracts with Crescent Fund LLC
under the first of which Crescent Fund will perform institutional
investor relations services on behalf of the company for a fee of
8 million shares of the company's common stock.  

The company has issued 3 million shares of its common stock to
Crescent Fund in a private placement, with the remaining 5 million
shares of common stock to be issued subject to stockholder
approval.  Under the second agreement, Crescent Fund will seek to
obtain bridge financing and additional equity investments in the
company for a fee equal to 7% of any amounts so obtained.

Headquartered in Boca Raton, Florida, DDS Technologies USA Inc.
(OTC Bulletin Board: DDSU) -- http://www.ddstechusa.com/-- is the  
developer of advanced milling, extraction and processing
technologies that preserve nutritional content, enhance economic
value, and derive higher quality products from grains,
agricultural commodities, and other biomass resources.


DIRECTV HOLDINGS: Fitch Affirms BB Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed these ratings of DIRECTV Holdings LLC:

    -- Issuer Default Rating at 'BB';
    -- Senior secured credit facility at 'BB+';
    -- Senior unsecured debt at 'BB'.

The Rating Outlook for all of DIRECTV's debt remains Stable.  
DIRECTV is a wholly owned subsidiary of The DIRECTV Group, Inc.
Approximately $3.4 billion of debt as of March 31, 2007 is
affected.

The ratings reflect the size and scale of DIRECTV's operations as
the second largest multichannel video programming distributor in
the United States, Fitch's expectation for continued generation of
free cash flow and DIRECTV's ability to up-sell subscribers to
take more advance video services.  The ratings acknowledge
DIRECTV's strong credit protection metrics relative to its rating
category, which is primarily attributable to DIRECTV's improved
operating profile and the introduction of a lease program which
impacts the accounting treatment of customer premise equipment.  
Additionally, Fitch notes that DIRECTV's EBITDA and free cash flow
metrics have in part been positively impacted by the slower pace
of gross additions.

Rating concerns center on DIRECTV's lack of revenue diversity and
narrow product offering relative to its cable multiple system
operator and growing telephone company competition.  Additionally
Fitch believes that the convergence of service offerings between
the cable MSOs and the telephone companies have weakened DIRECTV's
competitive position, which in Fitch's opinion will limit
DIRECTV's growth potential and increase the business risks related
to DIRECTV's credit profile over the long term.  Fitch expects
that over time DIRECTV's operating environment will become more
competitive as AT&T and Verizon continue to scale their respective
video build outs.  However with that said, Fitch believes that
DIRECTV's strategy to focus on providing the best in class video
offering can provide DIRECTV with a defensible market niche
positioning DIRECTV to compete with cable and telephone companies
and to continue to grow its subscriber base and control churn.  
This strategy will focus on providing differentiated and exclusive
programming content, aggressively expanding its HD programming,
and launching interactive and video on demand services.

In Fitch's opinion, DIRECTV's historically low leverage provides
DIRECTV with tremendous financial flexibility and capacity at the
current ratings level.  As of March 31, 2007, DIRECTV's leverage
was 0.96 times, which is a significant improvement from as recent
as December 2004 when leverage was 5.64x.  However DIRECTV's
current leverage profile does not reflect a shift of DIRECTV's
financial policy or strategy, and Fitch does not expect DIRECTV to
maintain its current leverage position.  In Fitch's view, given
DIRECTV's operating profile and the competitive operating
environment, DIRECTV can maintain leverage between 3.5 times and 4
times at the 'BB' rating category.  Such a leverage profile would
indicate additional debt capacity ranging between $9 billion and
$10.8 billion based on the latest 12-months EBITDA as of March 31,
2007.  Fitch notes that the leverage targets are well within the
financial covenants contained within the DIRECTV's senior secured
credit facility and senior unsecured debt.  In Fitch's opinion the
proceeds from the incremental debt could be used in some
combination to fund an investment in a wireless broadband network,
make further investments in video content and returned to
shareholders in the form of a share repurchase program or special
dividend.

On Dec. 22, 2006 Liberty Media Corporation and News Corporation
entered into a Share Exchange Agreement.  As a result of the
transaction, Liberty Media will become DTVG's largest shareholder.  
Fitch believes that over time Liberty's influence over DIRECTV's
financial and operational strategy will become stronger and have a
positive effect on DIRECTV's operational profile.  While Liberty
Media does not own nearly as broad or diverse broadcast and
programming assets as New Corp., Liberty Media does hold ownership
interests in businesses that can complement DIRECTV's strengths
and strategic direction.  However Fitch points out that the
benefits of the transaction do not directly address DIRECTV's weak
competitive position relative to the cable MSO's triple play
service offering.

The Stable Rating Outlook incorporates Fitch's expectation that
any potential recapitalization of DIRECTV's balance sheet will
demonstrate credit protection metrics consistent with a 'BB'
credit profile.


DYNEA CANADA: Highly Leveraged Capital Cues S&P's B Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Mississauga, Ontario-based Dynea Canada
Ltd.  The outlook is stable.
     
At the same time, S&P assigned its bank loan and recovery ratings
to Dynea's, and its subsidiary, Bond U.S. Holdings Inc.'s,
proposed $220 million first-lien senior secured credit facility
and $30 million second-lien senior secured loan.  The first lien
is rated 'B+', with a recovery rating of '2', indicating a
substantial (70%-90%) recovery of principal in the event of
default.  The second lien is rated 'CCC+', with a recovery rating
of '6', indicating an expectation of negligible (0%-10%) recovery
of principal in the event of default.
     
Proceeds from the bank facilities will be used to fund the
purchase of Dynea International Oy's (B/Watch Dev/--) North
American assets by private equity sponsor Teachers' Private
Capital.
     
"The ratings on Dynea reflect its highly leveraged capital
structure, cyclical and low-margin commodity resin business, and
relatively small size compared with its main competitors," said
Standard & Poor's credit analyst Jatinder Mall.  "These risks are
partially offset by a strong market position in the resins and
overlays markets, the ability to pass through incremental raw
material costs, and some product and end-market diversity," Mr.
Mall added.
     
Dynea is a manufacturer of formaldehyde-based adhesive resins and
overlays product, with operations in Canada, the U.S., and Mexico.  
The company generates about 57% of its revenues from panelboard
resins, and the overlays segment makes up the balance of revenues.  
Dynea generates most of its revenues from the U.S. and Canada.  A
large portion of the company's business is in commodity resins,
which tend to be low margin and price-sensitive.
     
The outlook is stable.  Dynea has a highly leveraged capital
structure, but its current ability to pass through high raw
material costs and generate positive cash flows support the
ratings.  The outlook could be revised to negative if a downturn
in the industry weakens the company's margins or volumes, or if
Dynea can no longer pass through high raw material costs.  In
addition, the ratings could be lowered if there are additional
capital costs or delays in construction of the Sexsmith, Alberta
facility.  S&P could revise the outlook to positive if Dynea
improves costs and reduces leverage as projected.


EINSTEIN NOAH: Redemption Cues Moody's to Withdraw B3 Rating
------------------------------------------------------------
Moody's Investors Service withdrew the B3 rating on Einstein Noah
Restaurant Group, Inc.'s $65 million senior secured 2nd lien term
loan upon its full redemption in June 2007.  The company recently
completed a public offering and used the majority of the proceeds
to retire the entire 2nd lien debt.  Moody's will later withdraw
the ratings on the company's 1st lien term loan and revolver after
they are to be re-syndicated at the end of June 2007.

Moody's also withdraw the B2 corporate family rating of Einstein
Noah for business reasons.

These ratings were withdrawn:

-- The B2 Corporate Family Rating;

-- The B2 Probability of Default Rating;

-- The B3 (LGD4, 65%) rated $65 million senior secured 2nd lien
    term loan due 2012;

Einstein Noah Restaurant Group, Inc., headquartered in Golden,
Colorado, operates quick casual restaurants principally under the
Einstein Bros.  Bagels, Einstein Bros. Cafe and Noah's New York
Bagels trade names.  The company currently operates, franchises
and licenses approximately 600 locations in 34 states and the
District of Columbia.


ENVIRONMENTAL ENERGY: Posts $172,530 Net Loss in Qtr. Ended Mar 31
------------------------------------------------------------------
Environmental Energy Services Inc. reported a net loss of $172,530
on revenues of $77,425 for the first quarter ended March 31, 2007,
compared with net income of $24,277 on revenues of $196,457 for
the same period in 2006.

All of the company's revenues in 2007 and 2006 were derived from
its share of royalty payments under a technology license
agreement.  In April 2003, the company settled litigation that
resulted in the resolution of amounts due the company under the
technology license agreement, as well as the release of royalty
payments accrued in prior periods that had been escrowed pending
resolution of the dispute.  The company expects to receive royalty
payments under the license agreement in an undetermined amount
though February 2008.  

The company reported a loss from operations during the three
months ended March 31, 2007, of $350,213, as compared to income
from operations of $23,253 during the three months ended March 31,
2006.  The decrease in income from operations was primarily
attributable to increased general and administrative expenses
arising from costs incurred in connection with recently acquired
oil and gas leases in Oklahoma, Arkansas, Louisiana and Alaska, as
well as reduced royalty income.  Provided the company is able to
raise sufficient capital, the company intends to begin drilling
gas wells on the leased acreage by the third quarter of 2007.

During the quarter ended March 31, 2007, the recorded a gain of
$192,610 from the settlement of claims by and between Duke and the
Company.  

At March 31, 2007, the company's consolidated balance sheet showed
$18,359,754 in total assets, $7,695,559 in total liabilities and
$10,664,195 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $88,340 in total current assets
available to pay $7,695,559 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2110

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 10, 2007,
Turner Jones & Associates PLLC, in Vienna, Virginia, expressed  
substantial doubt about Environmental Energy Services Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006.  
The auditor reported that the company's operating activities,
except collection on a royalty agreement, have ceased.  Without
substantial input of equity capital, the company will not be able
to resume meaningful revenue-producing activities.

The company has been dependent on the proceeds from a technology
royalty to pay ongoing general and administrative costs, and there
is substantial doubt as to the amount of royalty payments that the
company will receive in future periods.  In addition, the company
needs to raise substantial capital to meet its obligations to fund
the drilling of oil and gas wells on acreage it has leased.

                    About Environmental Energy

Headquartered in Boise, Idaho, Environmental Energy Services Inc.
(Other OTC: EESV.PK) -- http://www.eesvinc.com/-- is an oil and  
gas exploration, development and production company.  During
fiscal 2006, the company acquired oil and gas leases in Arkansas,
Louisiana, Oklahoma and Alaska.  Its largest property to date is a
working interest in over 50,000 acres of leases in the
Fayetteville Shale Field in Arkansas.  Its current focus is on
developing its working interest in the Fayetteville Shale Field in
Arkansas, and secondarily the exploration and development of its
gas field in Louisiana.


EXPEDIA INC: S&P Cuts Ratings to BB+ and Puts Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on online
travel agency Expedia Inc. to 'BB+' from 'BBB-' and placed them on
CreditWatch with negative implications, indicating the potential
for further negative rating movement.  Total debt outstanding as
of March 31, 2007, was $500 million.
     
The rating action followed the announcement that Expedia intends
to repurchase up to 116.7 million shares in a tender offer at not
less than $27.50 and not greater than $30.00 per share.
     
"This represents a dramatic change in Expedia's previously
investment-grade financial policy," said Standard & Poor's credit
analyst Andy Liu.  "Upon completion, the tender offer will
increase debt leverage, reduce liquidity, and curtail
discretionary cash flow."
     
In resolving the CreditWatch listing, Standard & Poor's will meet
with management, evaluate the company's new financial policy, and
assess its business performance.


EXPRESS GROUP: Weak Operating Results Cue S&P's B Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating ton Columbus, Ohio-based Express Group, LLC.  The
outlook is stable.
     
Standard & Poor's also assigned a 'B' bank loan rating to the
company's planned $125 million term loan B due 2014.  This rating
and the '4' recovery rating indicate Standard & Poor's expectation
for a average (30%-40%) recovery of in the event of payment
default.

The ratings reflect the volatility of the specialty apparel
industry, the company's participation in a highly competitive
market segment, the company's weak operating results for the past
few years and high pro forma leverage.
      
"The company's good financial flexibility supports the ratings,
including the stable outlook," said Standard & Poor's credit
analyst Diane Shand, "but we would consider a negative outlook if
consumers do not respond well to its new merchandise, causing
profits and cash flow protection measures to deteriorate."


EXPRESS LLC: Moody's Puts Corporate Family Rating at B2
-------------------------------------------------------
Moody's Investors Service assigned first time ratings to Express,
LLC, including a corporate family rating of B2 and a senior
secured term loan rating of B2.  The rating outlook is stable.  
The ratings are conditioned upon review of final documentation.

These ratings are assigned:

-- Corporate family rating at B2;
-- Probability-of-default rating at B2;
-- $125 million senior secured term loan at B2; (LGD4-56%).

On May 15, 2007, Limited Brands announced that it would be selling
67% of Express to Golden Gate Capital in a transaction valued at
$778 million.  The transaction will be funded with the proceeds of
the $125 million senior secured term loan, borrowings under the
$200 million asset based revolving credit facility, $216 million
of equity from Limited, and $431 million in equity from Golden
Gate Capital.  Limited will continue to own 33% of Express and
will provide ongoing support services.

The B2 corporate family rating of Express is constrained by the
inherent volatility in the specialty apparel retail sub segment in
which the company operates as well as Express's history of poor
operating performance under the Limited ownership.  Under the
prior management team, the company implemented an unsuccessful
strategy to shift away from its core customer which resulted in a
history of poor operating performance which included very weak
operating margins that are well below its industry peer group and
negative comparable store sales for the past three fiscal years.
In response to this poor operating performance Limited hired a new
CEO two years ago, Jay Margolis.  Under his tenure, the company
has begun to exhibit signs of stabilization as reflected by
turning profitable during fiscal year 2007 and by posting positive
comparable store sales during the last two quarters.  Offsetting
these weaknesses is the company's appropriate post transaction
capital structure which consists of a modest level of funded debt,
its healthy free cash flow generation relative to the amount of
its funded debt, and its good liquidity as provided by a financial
covenant free $200 million asset based revolving credit facility.  
The B2 rating also reflects the company's high seasonality, modest
scale with top line revenues for the last fiscal year of $1.7
billion, and the expectation for shareholder friendly financial
policies given the 67% ownership by a financial sponsor.  The
rating category also acknowledges Express's national
diversification and its well recognized brand name.

The stable outlook reflects Moody's expectation that the company
will maintain healthy liquidity from its $200 million asset based
revolving credit facility and incorporates the expectation that
operating margins will remain well below industry peer group for
the next twenty four months.

The B2 rating on the $125 million senior secured term loan
reflects the overall probability of default of B2 and the loss
given default of LGD4-56%.  The term loan is rated at the
corporate family rating reflecting its size and scale within the
capital structure as well as its second lien of the accounts
receivable and inventory.  The senior secured term loan will be
secured by all of the assets of the company, excluding accounts
receivable and inventory on which the term loan will have a second
lien behind the asset based revolving credit facility.  However,
given the lack of sizable tangible assets excluding accounts
receivable and inventory, Moody's estimates the term loan to be
approximately 61% deficient.  The term loan will also be
guaranteed by direct and indirect domestic subsidiaries.

Express LLC, currently a division of Limited Brands Inc.
headquartered in Columbus, Ohio, is a specialty apparel retailer.
The company operates 614 mall based stores in the United States.
Revenues for the fiscal year ended February 3, 2007 were
approximately $1.7 billion.


FAIRFAX FINANCIAL: Completes 7-3/4% Senior Notes Exchange Offer
---------------------------------------------------------------
Fairfax Financial Holdings Limited has closed its registered offer
to exchange all of its outstanding 7-3/4% Notes due 2012 for new
7-3/4% Senior Fairfax Notes due 2017.  A total of $282.6 million
principal amount of old notes was tendered in the exchange offer,
representing a 60.9% participation rate.

In exchange, Fairfax has issued $282.6 million principal amount of
new notes and paid $11.2 million in cash early participation
payments to tendering holders, plus accrued and unpaid interest.

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

                           *     *     *

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

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


FIELDSTONE MORTGAGE: S&P Lowers Ratings on Three Classes
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes from three Fieldstone Mortgage Investment Trust
transactions originated in 2004.  Concurrently, S&P placed its
ratings on these classes and one rating from series 2006-1 on
CreditWatch with negative implications.  At the same time, S&P
affirmed its ratings on the remaining classes from seven
Fieldstone Mortgage Investment Trust transactions.
     
The lowered ratings and CreditWatch placements reflect the
deteriorating performance of the collateral pools.  Credit support
for these transactions is derived from a combination of
subordination, excess interest, and overcollateralization.  In the
past six months, realized losses have outpaced excess spread to
the extent that credit support for these classes is no longer
sufficient to support the prior ratings.
     
As of the May 2007 remittance period, O/C for the pool backing
series 2004-3 had been reduced to $12.01 million, or 1.20% of the
original pool balance, below its target of 1.35% of the original
pool balance.  Moreover, the deal will step down in July 2007, at
which point O/C will be reduced to $5.00 million, further reducing
the credit support for class M-9. Cumulative realized losses
reached $8.24 million, or 0.82% of the original pool balance.  
Total delinquencies and severe (90-plus-days, foreclosures, and
REOs) delinquencies constitute 30.41% and 18.77% of the current
pool balance, respectively.
     
For the same time period, O/C for the pool backing series 2004-4
had been reduced to $4.44 million, or 0.51% of the original pool
balance, below its target of 0.60% of the original pool balance.  
Cumulative realized losses reached $7.26 million, or 0.83% of the
original pool balance.  Total and severe delinquencies constitute
34.13% and 20.04% of the current pool balance, respectively.
     
As of the May 2007 remittance period, O/C for the pool backing
series 2004-5 had been reduced to $5.95 million, or 0.66% of the
original pool balance, below its target of 0.85% of the original
pool balance.  Cumulative realized losses reached $7.33 million,
or 0.81% of the original pool balance.  Total and severe
delinquencies constitute 30.62% and 18.00% of the current pool
balance, respectively.
     
S&P placed the rating on class M-11 from series 2006-1 on
CreditWatch negative because of high severe delinquencies.  As of
the May 2007 remittance period, O/C for this deal was on target at
$6.06 million, but foreclosures and REOs amounted to $74.46
million.  Even though this deal has been generating significant
excess spread, it may not be enough to cover losses if these
properties were liquidated quickly.  Total and severe
delinquencies constitute 17.01% and 10.22% 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.
     
The collateral backing this transaction consists mostly of
conventional, first- or second-lien, adjustable- or fixed-rate,
fully amortizing, residential mortgage loans.


      Ratings Lowered and Placed on Creditwatch Negative

            Fieldstone Mortgage Investment Trust

                                      Rating
                                      ------
        Series      Class      To               From
        ------      -----      --               ----
        2004-3      M-9        BB/Watch Neg     BBB-
        2004-4      M-7        BB-/Watch Neg    BBB-
        2004-5      M-7        BB/Watch Neg     BBB-


          Rating Placed On Creditwatch Negative
   
          Fieldstone Mortgage Investment Trust

                                     Rating
                                     ------
       Series      Class      To               From
       ------      -----      --               ----
       2006-1      M-11       BBB-/Watch Neg   BBB-


                     Ratings Affirmed
  
           Fieldstone Mortgage Investment Trust

   Series      Class                               Rating
   ------      -----                               ------
   2004-3      M3                                  AA
   2004-3      M4                                  A+
   2004-3      M5                                  A
   2004-3      M6                                  A-
   2004-3      M7                                  BBB+
   2004-3      M8                                  BBB
   2004-4      M1                                  AA+
   2004-4      M2, M3                              AA
   2004-4      M4                                  AA-
   2004-4      M5                                  A+
   2004-4      M6                                  A
   2004-5      M-1                                 AA+
   2004-5      M-2                                 A+
   2004-5      M-3                                 A
   2004-5      M-4                                 A-
   2004-5      M-5                                 BBB+
   2004-5      M-6                                 BBB
   2005-1      1-A1, 1-A2, 2-A2, 2-A3              AAA
   2005-1      M1                                  AA+
   2005-1      M2                                  AA
   2005-1      M3                                  AA-
   2005-1      M4                                  A+
   2005-1      M5                                  A
   2005-1      M6                                  A-
   2005-1      M7                                  BBB+
   2005-1      M8                                  BBB
   2005-1      M9, M10                             BBB-
   2005-2      1-A1, 1-A2, 2-A1, 2-A2, 2-A3        AAA
   2005-2      M1, M2, M3                          AA+
   2005-2      M4, M5                              AA
   2005-2      M6                                  AA-
   2005-2      M7, M8                              A+
   2005-2      M9                                  A
   2005-2      M10                                 BBB-
   2005-3      1-A, 2-A1, 2-A2, 2-A3               AAA
   2005-3      M1, M2, M3, M4                      AA+
   2005-3      M5, M6                              AA
   2005-3      M7, M8                              A+
   2005-3      M9                                  A
   2005-3      M10                                 A-
   2005-3      M11                                 BBB+
   2005-3      M12                                 BBB
   2005-3      M13                                 BBB-
   2006-1      A1, A2, A3                          AAA
   2006-1      M1, M2                              AA+
   2006-1      M3, M4                              AA
   2006-1      M5                                  AA-
   2006-1      M6                                  A+
   2006-1      M7                                  A
   2006-1      M8                                  A-
   2006-1      M9, M10                             BBB


FIRST UNION: Fitch Holds Low-B Ratings on Class L & M Certificates
------------------------------------------------------------------
First Union National Bank Commercial Mortgage Trust's commercial
mortgage pass-through certificates, series 2000-C1 are upgraded by
Fitch Ratings as follows:

    -- $29.1 million class G to 'A' from 'A-';
    -- $3.9 million class J to 'BBB+' from 'BBB';
    -- $7.8 million class K to 'BBB-' from 'BB+'.


In addition, Fitch affirms the ratings on these classes:

    -- $7.3 million class A-1 at 'AAA';
    -- $480.9 million class A-2 at 'AAA';
    -- Interest-only class, IO at 'AAA';
    -- $38.8 million class B at 'AAA';
    -- $34.9 million class C at 'AAA';
    -- $11.6 million class D at 'AAA';
    -- $25.2 million class E at 'AAA';
    -- $11.6 million class F at 'AAA';
    -- $7.8 million class H at 'BBB+';
    -- $5.8 million class L at 'BB';
    -- $8.7 million class M at 'B-'.

The $8.8 million class N is not rated by Fitch.

The rating upgrades are a result of scheduled loan amortization
and additional defeasance (8.8%) since Fitch's last rating action.  
Thirty-eight loans (36.7%) have defeased to date, including the
second, third and fifth largest loans in the pool.

As of the June 2007 distribution date, the transaction's aggregate
principal balance has decreased 12.1% to $682.4 million from
$776.3 million at issuance.  The transaction remains diverse
geographically and by property type.

There is currently one loan (2.7%) in special servicing.  The loan
is secured by a multifamily property located in Coral Springs,
Florida.  The loan is current for principal and interest.  The
special servicer continues to seek reimbursement from the borrower
for the cost of the wind-storm insurance coverage that was placed
on the property.


FOOT LOCKER: S&P Retains Negative CreditWatch on BB+ Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings, including the
'BB+' corporate credit rating, on New York City-based specialty
footwear retailer Foot Locker Inc. remain on CreditWatch with
negative implications.

This rating action follows the announcement that Genesco (BB-
/Watch Developing/--) accepted an offer from The Finish Line Inc.
for $1.53 billion ($54.50 per share) on June 18, 2007.  Foot
Locker made two bids for Genesco earlier this year, but they were
subsequently rejected after Genesco's board concluded the
proposals were not in the best interest of its shareholders.
     
"The CreditWatch listing continues to reflect Standard & Poor's
concern that the range of matters for which Evercore Partners was
hired in 2006 could include shareholder-friendly initiatives that
could potentially weaken protection measures for bondholders if
there are changes in the company's financial policy," said
Standard & Poor's credit analyst David Kuntz.
     
Standard & Poor's will monitor developments associated with this
process in order to assess the implications for the ratings.


FREEDOM COMMS: Weak Results Cue S&P to Revise Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Freedom Communications Inc. to negative from stable.  Ratings on
the company, including the 'BB' corporate credit rating, were
affirmed.
      
"The outlook revision reflects the current weak operating results
at Freedom Communications' newspaper segment, particularly at The
Orange County Register," noted Standard & Poor's credit analyst
Peggy Hebard.  "It also reflects the potential for additional
borrowings in May 2009 associated with the company's contractual
obligation to fund a repurchase of the equity interests held by
its minority shareholders."
     
The ratings reflect Irvine, California-based Freedom
Communication's significant debt levels attributable to its
recapitalization in 2004.  As part of the transaction, The
Blackstone Group and Providence Equity Partners acquired about 40%
equity interest in Freedom Communications Holdings Inc., the
holding company parent of Freedom Communications.  About 55% of
Freedom Holdings' voting stock is owned by shareholders who held
stock in the former Freedom Communications, 27% by Blackstone, and
18% by Providence.  Freedom Holdings now has an option to purchase
a portion of Blackstone's and Providence's equity interests, and
Blackstone and Providence have an option, beginning in May 2009,
to sell their entire equity positions back to Freedom Holdings.  

Standard & Poor's expects that Freedom Holdings ultimately will
buy back all of its equity interests held by Blackstone and
Providence.  Standard & Poor's assumption is that a major portion,
if not all, of the repurchases would be debt financed by Freedom
Communications, resulting in a re-leveraging of its balance sheet.
     
The company does not publicly disclose its financial statements.  
However, since the recapitalization, Freedom Communications has
used its cash flow after capital expenditures and dividends
primarily for debt reduction.


FRESENIUS MEDICAL: Plans $500 Million Senior Notes Offering
-----------------------------------------------------------
Fresenius Medical Care AG & Co. KGaA intends to sell approximately
$500 million senior unsecured notes.  Proceeds from the offering
will be used to reduce the company's debts under its senior
secured bank credit facility, short-term debt, and for general
corporate purposes.  The company expects to complete the offering
at the beginning of July 2007.

The notes will be offered mainly to US institutional investors.  

The proposed offering will not be registered under the Securities
Act of 1933, but will be offered in the United States pursuant to
an exemption from registration under Rule 144A as well as outside
the United States under Regulation S.  

                         About Fresenius

Headquartered in Bad Homburg, Germany, Fresenius Medical Care AG
(Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS/P) --
http://www.fmc-ag.com/-- provides products and services for   
individuals undergoing dialysis because of chronic kidney
failure, a condition that affects more than 1,500,000
individuals worldwide.  Fresenius Medical Care also provides
dialysis products such as hemodialysis machines, dialyzers and
related disposable products.  Through its network of around 2,194
dialysis clinics in North America, Europe, Latin America, Asia-
Pacific and Africa, Fresenius Medical Care provides dialysis
treatment to around 128,200 patients around the globe.  Fresenius
AG holds around 37% of Fresenius Medical Care AG & Co. KgaA's
capital.  In Latin America, Fresenius Medical has operations in
Argentina, Brazil, Colombia, Chile, Mexico and Venezuela.

                           *     *     *

The company carries Moody's Investors Service's Ba2 corporate
family rating.


GABRIEL TECH: Posts $5.2 Million Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
Gabriel Technologies reported a net loss of $5,279,087 on revenues
of $785,760 for the third quarter ended March 31, 2007, compared
with a net loss of $6,005,394 on revenues of $889,803 for the same
period ended March 31, 2006.

Consolidated gross profit decreased to $34,901 for the third
quarter ended March 31, 2007, compared to gross profit of $136,043
for the same period in 2006.  As a percentage of revenues, gross
profit decreased to 39.6% for the three months ended March 31,
2007, from 46.3% for the three months ended March 31, 2006.

Total expenses decreased to $953,141 for the current period
compared to total expenses of $1,740,449 for the same period last
year.  

For the three months ended March 31, 2007, loss from operations
amounted to $918,240 compared to $1,604,406 for the three months
ended March 31, 2006.  The improved results for the current
quarter compared to the same period in the prior year reflects the
results of increased sales efforts and cost cutting measures.

Other expenses for the three months ended March 31, 2007, were
$132,429 compared to other expenses of $1,607,635 for the three
months ended March 31, 2006.  The decrease in other expenses was
due mainly to financing expense of $737,078 for the three months
ending March 31, 2006, as compared to $57,851 for the three months
ended March 31, 2007.  In addition, during the 2006 quarter, the
company recorded a loss from change in derivative liability of
$772,450.

At March 31, 2007, the company's consolidated balance sheet showed
$18,568,429 in total assets, $5,004,257 in total liabilities, and
$13,564,172 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $1,430,939 in total current assets
available to pay $4,229,144 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?210e

                        Going Concern Doubt

Williams & Webster, PS, in Spokane, Wash., expressed substantial
doubt about Gabriel Technologies Corporation's ability to continue
as a going concern after auditing the company's consolidated
financial statements for the fiscal year ended June 30, 2006.  The
auditing firm pointed to the company's significant operating
losses and accumulated deficit at June 30, 2006.

                     About Gabriel Technologies

Based in Omaha, Nebraska, Gabriel Technologies Corporation
(OTC: GWLK) -- http://www.gabrieltechnologies.com/-- sells    
locking systems for truck trailers, railcars, and intermodal
shipping containers under the WAR-LOK brand name.  Its products
are manufactured by contractors and distributed from Gabriel's
assembly center.  Gabriel also offers Trace Location Services, an
asset-tracking system for vehicle fleet operators that is based on
the Global Positioning System.  The trucking industry accounts for
more than 85% of the company's sales.  Gabriel added biometric
technology to its product mix in 2006 by acquiring a majority
stake in Resilent, an Omaha, Nebraska-based company that does
business as Digital Defense Group, but pursuant to an exchange and
mutual release agreement entered into by the company and Resilent
on Dec. 30, 2006, the company reduced its ownership interest in
Resilent to approximately 44%.

Gabriel Technologies was originally incorporated in 1990 as
Princeton Video Image Inc.  In 2004, Princeton Video Image Inc.
filed for bankruptcy and emerged as a reorganized company on June
10, 2004.  On July 23, 2004, the company changed its name to
Gabriel Technologies Corporation.


GLOBAL ENT: Posts $593,959 Net Loss in Quarter Ended March 31
-------------------------------------------------------------
Global Entertainment Holdings/Equities Inc. reported a net loss of
$593,959 for the first quarter ended March 31, 2007, compared with
a net loss of $991 for the same period last year.

The company has never generated any revenues from its motion
picture business.

Selling, general and administrative expenses increased to
$602,920 for the quarter ended March 31, 2007, compared with
$991 for the quarter ended March 31, 2006.

Other income, net, increased to $9,761, compared to nil for the
quarter ended March 31, 2006.

At March 31, 2007, the company's consolidated balance sheet showed
$61,385,620 in total assets, $2,554,928 in total liabilities, and
$58,830,692 in total stockholders' equity.  Of the company's total
assets, film assets account for $59,800,000.

                       Going Concern Doubt

Spector and Wong LLP, in Pasadena, California, expressed
substantial doubt about Global Entertainment Holdings/Equities
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
operating losses of $1,105,375 and $743,019 for the years ended
Dec. 31, 2006, and 2005, respectively.

Management is attempting to develop sales to cover expenses and
obtain an infusion of capital from private investors.  Although
short-term loans from management will be sufficient to fund the
company's short-term capital needs, the company will need to sell
equity or debt securities, obtain credit lines from financial
institutions, or sell or distribute its films to meet longer-term
capital requirements.

                    About Global Entertainment

Headquartered in Miami, Global Entertainment Holdings/Equities
Inc. (Other OTC: GAMT.PK) -- http://www.globalentertainmentco.com/  
-- is engaged in management and production of motion pictures in
the United States.  Its theatrical movies include its in house
production and films acquired from third parties.  The company has
a library worth approximately 60 million dollars in motion picture
titles.


GS MORTGAGE: Fitch Rates $533.9MM Class L Certificates at BB+
-------------------------------------------------------------
Fitch rates GS Mortgage Securities Corporation II pass-through
certificates, Series 2007-EOP, commercial mortgage pass-through
certificates are rated as:

    -- $2,773,357,000 Class A-1 'AAA';
    -- $584,790,000 Class A-2 'AAA';
    -- $606,540,000 Class A-3 'AAA'
    -- $6,867,198,760* Class X 'AAA'
    -- $370,255,000 Class B 'AA+'
    -- $432,330,000 Class C 'AA';
    -- $220,002,000 Class D 'AA-';
    -- $237,884,000 Class E 'A+'
    -- $214,684,000 Class F 'A'
    -- $142,388,000 Class G 'A-'
    -- $142,388,000 Class H 'BBB+';
    -- $395,045,000 Class J 'BBB';
    -- $213,582,000 Class K 'BBB-'
    -- $533,953,760 Class L 'BB+'.

* Notional Amount and Interest-Only

All classes are privately placed pursuant to Rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are one
floating rate loan having an aggregate principal balance of
approximately $6,867,198,760, as of the cutoff date.


HARBORVIEW MORTGAGE: Moody's Rates Class B-8 Certificates at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by HarborView Mortgage Loan Trust 2007-4, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by first lien, adjustable-rate, Alt-A
mortgage loans originated by Paul Financial, LLC (25.83%), Plaza
Home Mortgage, Inc (15.92%), First Federal Bank of California.
(14.90%) and various other originators (43.35%).  The ratings are
based primarily on the credit quality of the loans and on the
protection against credit losses provided by subordination, excess
spread, overcollateralization and an interest swap agreement
provided by HSBC Bank USA, National Association.  Moody's expects
collateral losses to range from 0.90% to 1.10%.

GMAC Mortgage, LLC, will service the loans.

The complete rating actions are:

-- HarborView Mortgage Loan Trust 2007-4
-- Mortgage Loan Pass-Through Certificates, Series 2007-4
-- Cl. 1A-1, Assigned Aaa
-- Cl. 2A-1, Assigned Aaa
-- Cl. 2A-2, Assigned Aaa
-- Cl. 2A-3, Assigned Aaa
-- Cl. B-1, Assigned Aa1
-- Cl. B-2, Assigned Aa2
-- Cl. B-3, Assigned Aa3
-- Cl. B-4, Assigned A2
-- Cl. B-5, Assigned A3
-- Cl. B-6, Assigned Baa2
-- Cl. B-7, Assigned Baa3
-- Cl. B-8, Assigned Ba2


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

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

Complete rating actions are:

Issuer: Home Equity Mortgage Trust

Review for Possible Downgrade:

-- Series 2006-2, Class 1M-7, Current rating Baa1, under review
    for possible downgrade;

-- Series 2006-2, Class 1M-8, Current rating Baa2, under review
    for possible downgrade;

-- Series 2006-2, Class 1M-9, Current rating Baa3, under review
    for possible downgrade;

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

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

Downgrade and Review for Possible Downgrade:

-- Series 2006-2, Class 1B-1, downgraded from Ba1 to B3 and on
    review for possible further downgrade;

-- Series 2006-2, Class 1B-2, downgraded from Ba2 to Caa3 and on
    review for possible further downgrade;


HUDSON PRODUCTS: Planned Smithco Buy Cues S&P to Affirm B Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said affirmed its 'B' corporate
credit rating on Hudson Products Holdings Inc.

The rating action follows the announcement that Hudson plans to
acquire privately held Smithco Engineering Inc. and Metal Services
Inc. for $35 million.  Hudson will fund the transaction with
increased borrowing capacity under its term loan B financing,
which now totals $135 million.  Standard & Poor's has affirmed the
'B+' senior secured rating on Hudson's expanded $160 million
first-lien credit facility, which consists of a $135 million term
loan B and a $25 million revolving credit facility.  The recovery
rating on the facility remains at '2', indicating an expectation
for substantial (70%-90%) recovery in the event of a payment
default.  The outlook is stable.
      
"The ratings on Hudson reflect its high debt leverage, weak debt
service coverage, and somewhat limited scope of operations," said
Standard & Poor's analyst Paul Harvey.  "Buffering these factors
are a leading market share, stable operating margins in its fan
business, some market and product diversity, and the ability to
generate free cash flow through most points in the business
cycle."
     
The stable outlook reflects expectations of limited near-term debt
repayment and improving EBITDA levels as Hudson continues to
expand its markets.  S&P would lower the ratings if Hudson pursues
a more aggressive growth strategy than expected to the detriment
of debt leverage and cash flow generation.  Positive rating
actions are possible over the longer term if Hudson is able to
materially expand its business while improving debt leverage and
financial performance.


HYDROCHEM INDUSTRIAL: S&P Junks Rating on $50 Million Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to HydroChem Industrial Services Inc.'s
$230 million senior secured credit facilities.  S&P assigned a
'B+' rating and a recovery rating of '2' to the first-lien credit
facilities, reflecting their expectation of substantial (70%-90%)
recovery of principal in a payment default.  The first-lien credit
facilities consist of a $50 million revolving credit facility, a
$30 million term loan B, and a $100 million delayed draw term
loan.
     
In addition, Standard & Poor's assigned its 'CCC+' bank loan
rating and '6' recovery rating to the company's $50 million
second-lien delayed draw term loan, indicating negligible (0%-10%)
recovery in the event of a payment default.
     
At the same time, S&P affirmed its 'CCC+' rating on the company's
senior subordinated notes due 2013 and the 'B' corporate credit
rating.  The outlook is stable.  Total debt is about $240 million,
including $52 million of payment-in-kind notes issued by HydroChem
Holding Inc., the direct parent of Deer Park, Texas-based
HydroChem Industrial Services.
     
Private equity firm Harvest Partners LLC and its portfolio company
Aquilex Holdings LLC used part of the proceeds of the credit
facilities to finance the acquisition of HydroChem on June 8,
2007.  The first-lien and second-lien delayed draw term loans are
in place to backstop the existing $150 million senior subordinated
notes due 2013.  These notes have a provision granting noteholders
the right to require the purchase of all of the notes upon a
change of control, which was triggered because of the acquisition.  
S&P will withdraw the rating on the notes once the tender process
is completed.
      
"The ratings on HydroChem reflect a relatively narrow scope of
operations, a concentrated customer base, high debt leverage, and
modest free cash generation," said Standard & Poor's credit
analyst Robyn Shapiro.  "Somewhat offsetting these weaknesses is
the company's position as a leading participant in the $2.5
billion domestic market for industrial cleaning services, with
relatively stable revenues supported by long-term contracts and
recurring services."
     
With revenues of about $250 million, HydroChem offers industrial
cleaning services, including high-pressure water cleaning,
chemical cleaning, industrial vacuuming, tank cleaning, and
related services to the petrochemical (about 50% of revenues), oil
refining (about 25%), utilities (about 10%), and other process
industries.


HYDROGEN POWER: Posts $16.6 Mil. Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
Hydrogen Power Inc. reported a net loss of $16,696,341 for the
first quarter ended March 31, 2007, compared with a net loss of
$42,193 for the same period in 2006.  The company had zero
revenues in both periods.

Total costs and expenses increased to $13,742,454 for the first
quarter ended March 31, 2007, from $841,924 for the same period
last year.  Costs and expenses for the 2007 quarter included costs
incurred related to acquired technology, trade name and sub-
license agreement of $12,779,926, compared to nil in 2006.

Consolidated other expenses for the three months ended March 31,
2007 was $2,953,887 compared to $406,462 for the three months
ended March 31, 2006.  

During the three months ended March 31, 2007, pursuant to
transactions described in the Redemption Agreement, the company
recognized an expense of $2,516,157 related to the partial
disposition of its investments in FastFunds Financial Corporation,
and the disposition of its wholly owned subsidiaries, Key
Financial Systems, Nova Financial Systems, and its majority-owned
subsidiary, Denaris Corp.  The company also recorded a loss of
$388,021 on its investment in FFFC for the three months ending
March 31, 2007.  

Discontinued operations for 2006 have been reclassified to add
Denaris and Nova to previous discontinued operations of FFFC and
Key.  The income from discontinued operations was $1,519,193 for
the three months ended March 31, 2006.  

At March 31, 2007, the company's consolidated balance sheet showed
$10,691,930 in total assets, $2,845,503 in total liabilities, and
$7,846,427 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $2,656,748 in total current assets
available to pay $2,845,503 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2112

                       Going Concern Doubt

Peterson Sullivan PLLC, in Seattle, Washington, expressed
substantial doubt about Hydrogen Power Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditing firm reported that the company incurred significant
losses and has an accumulated deficit of approximately
$55 million, and a working capital deficit of $2,038,000 at
Dec. 31, 2006.

                          Hydrogen Power

Headquartered in Seattle, Washington, Hydrogen Power Inc. (OTC BB:
HYDP.OB) -- http://www.hydrogenpowerinc.com/-- is an alternative  
energy company that has developed a proprietary method of
producing hydrogen called Hydrogen Now(TM).  This patented process
safely generates pure hydrogen using aluminum, one of the most
abundant and cost-effective natural resources on earth.  Hydrogen
Now(TM) combines aluminum, water, and an environmentally friendly
catalyst to create a water-split reaction, generating hydrogen on-
site and on-demand.

The company's objective is to develop and market its licensed
proprietary hydrogen production process for use in commercial
applications that require hydrogen, but where hydrogen storage
and/or distribution is too costly or not feasible.

Currently, the company is at the early stage of testing and
evaluating the commercial application of the licensed technology
and the design and engineering of prototypes.


INDUSTRIAL DEVELOPMENT: S&P Rates $105 Mil. Revenue Bonds at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the New York City Industrial Development Agency's $105 million
series 2007 civic facility refunding revenue bonds, issued for
Polytechnic University.  The outlook is stable.
      
"We expect that Polytechnic University will continue to improve
financial performance and that enrollment will improve with
continued implementation of new initiatives," said Standard &
Poor's credit analyst Lori Torrey.  "We also expect that the
university's financial resources will continue to improve and that
management will not issue any additional debt."
     
The 'BB+' rating reflects the university's variable demand
characteristics, evidenced by historical declines in enrollment;
challenged operating performance on a GAAP basis; and high,
although declining, endowment spending rate of 6.5% in fiscal
2006.  The rating also reflects the still negative, although
improving, liquidity, with unrestricted resources of approximately
$14 million, representing negative 12% of operations and 14% of
pro forma debt; and moderately high pro forma maximum annual debt
service burden of 6.5%.
     
Positive factors precluding a lower rating include the
university's implementation of new recruiting initiatives, with
improving graduate demand and enrollment, which is somewhat offset
by a declining matriculation rate; a largely restricted endowment
of $134.4 million as of June 30, 2006; no plans to issue any
additional debt; and a solid management team that focuses on tight
financial controls and has a clear strategic vision for the future
of the university.
     
The series 2007 refunding revenue bonds are being issued to refund
in whole the series 2000 civic facility revenue bonds, which were
issued to finance a portion of the costs of various civic
facilities renovations and upgrades at the university's Brooklyn
campus, as well as to pay certain costs of issuance.


INSMED INC: Has Until December 17 to Regain Nasdaq Compliance
-------------------------------------------------------------
Insmed Incorporated has received a NASDAQ Staff Deficiency Letter
from The NASDAQ Stock Market, stating that for the last 30
consecutive business days, the closing bid price per share for the
company's common stock has been below the $1 minimum per share
requirement for continued inclusion under NASDAQ Marketplace Rule
4450(a)(5).

In accordance with NASDAQ Marketplace Rule 4450(e)(2), Insmed will
be provided 180 calendar days, or until Dec. 17, 2007, to regain
compliance by maintaining a closing bid price per share of $1 or
higher for a minimum of 10 consecutive business days.

If Insmed is unsuccessful in meeting the minimum bid requirement
during this initial compliance period the company may transfer the
listing of its shares of common stock to The NASDAQ Capital Market
and receive an additional 180 day compliance period if the company
meets all initial listing criteria, except for the minimum bid
requirement, for that market as set forth in Marketplace Rule
4310(c).  

If Insmed does not demonstrate compliance within the required
period the company will be issued a delisting letter, which may be
appealed at that time.  The NASDAQ Letter received on June 18,
2007 has no effect on the listing of the company's common stock at
this time.  The company will seek to regain compliance within this
cure period and is considering alternatives to address compliance
with the continued listing standards of The NASDAQ Stock Market.

Headquartered in Glen Allen, Virginia, Insmed Inc. (NasdaqGM:
INSM)  --  http://www.insmed.com/-- is a biopharmaceutical  
company focused on the development and commercialization of drug
candidates for the treatment of metabolic diseases and endocrine
disorders with unmet medical needs.

                        Going Concern Doubt

Ernst & Young LLP, in Richmond, Virginia, expressed substantial
doubt about Insmed Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring operating losses and negative cash flows from
operations.


INTELSAT LTD: Sale of 76% Stake Prompts S&P to Lower Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Pembroke, Bermuda-based Intelsat Ltd. and affiliated entities,
including the corporate credit rating, which was lowered to 'B+'
from 'BB-'.  All ratings were immediately placed on CreditWatch
with negative implications.  About $11.4 billion of debt is
outstanding.
     
The rating actions follow news of a definitive agreement by
Intelsat to sell an approximate 76% stake in the company to a
group of investors led by BC Partners for $5 billion.  Current
Intelsat shareholders will retain the balance of the ownership.
     
The 'B' ratings on three issues were not lowered but were placed
on CreditWatch Negative because the company has indicated it may
retire or defease the debt.  These issues are Intelsat Ltd.'s
$400 million 5.25% senior unsecured notes due 2008, and Intelsat
Bermuda Ltd.'s $260 million floating-rate senior notes due 2013
and $600 million floating-rate senior notes due 2015.  Intelsat is
a major global provider of fixed satellite services.
      
"The anticipated financing for the transaction will increase
Intelsat's debt by about $3.85 billion, pushing up leverage to the
10x area from an already-aggressive 7.4x," said Standard & Poor's
credit analyst Susan Madison.
     
The CreditWatch action indicates that, despite a business position
that S&P view as investment grade, the elevated leverage may not
be supportive of even the 'B+' corporate credit rating.  Unless
the company can demonstrate a path toward meaningful debt
reduction within a reasonable time frame after the transaction,
the rating could be further lowered.  The acquisition, which will
require regulatory approvals, is expected to close in six to nine
months.


INTERTAPE POLYMER: Board Finds Dissident's Proposals Flawed
-----------------------------------------------------------
Intertape Polymer Group Inc.'s board of directors met early this
week to consider a dissident proxy circular issued by 6789536
Canada Inc., a newly incorporated company.  In the meeting, the
board determined that the dissident's proposals are not in the
best interests of Intertape shareholders and involve significant
risks.  The board also found the dissident proxy circular to be
vague and lacking specifics.  The board also noted significant
flaws and other deficiencies in the dissident's proposals.

The dissident proxy circular solicited proxies to prevent the
previously announced sale of the company and to replace the board
of directors with nominees supported by the dissident.

Intertape's board confirmed its support for the proposed plan of
arrangement involving the company and an entity formed by
Littlejohn Fund III, L.P., pursuant to which all of the
outstanding common shares of the company are to be acquired at a
price of $4.76 per share in cash as fully detailed in Intertape's
management information circular dated May 25, 2007.  The board
continues to recommend that shareholders vote in favor of the
arrangement.

"The dissident is attempting to frustrate the board's process of
maximizing value to shareholders without providing a clear plan
for value realization or creation," said Michael L. Richards,
chairman of Intertape.  "Obstructing the Arrangement and failing
to provide a viable alternative is clearly detrimental to the
shareholders, exposes them to significant risk and the board of
directors advises shareholders to ignore the dissident's proxy
solicitation attempts and only to execute the form of proxy
provided with Intertape management's proxy circular."

The dissident's stated intention is to use proxies it receives to
vote against the arrangement and to vote for a slate of director
nominees that for the most part have had little or no involvement
with the company.

The board strongly recommends that shareholders reject the
dissident action for several reasons, including:

     -- The dissident would prevent shareholders from receiving
        immediate and fair value for their investment.
        
     -- Change of board of directors would have immediate negative
        financial consequences for Intertape and its shareholders:

     -- The dissident's nominees have no material ownership in
        Intertape and would gain control of the company with no
        compensation for shareholders.

     -- The measures proposed by the Dissident for Intertape are
        vague and without particularity.

     -- The dissident proxy circular omits important information.

"The dissident offers shareholders only a number of nominees for
directors without any indication of strategy for the company,"
said Mr. Richards.  "The dissident proxy circular lacks concrete
proposals that could reasonably be expected to create value for
the Intertape shareholders.  In fact, the only certain result of
the dissident's proposals will be the lost opportunity for
realizing fair value, in cash, for their investment through the
arrangement."

The shareholders of Intertape, if they were to support the
dissident, would be adopting an uncertain, speculative and
hypothetical path through measures with no clear objective or
plan.  

"The shareholders of Intertape should make an informed decision,
based on facts.  The dissident is asking shareholders to make a
leap of faith and supporting a poorly considered corporate
direction," concluded Mr. Richards.

                     About Intertape Polymer

Headquartered in Quebec, Canada, Intertape Polymer Group (TSX:
ITP) (NYSE: ITP) -- http://www.intertapepolymer.com/-- develops   
and manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  The company employs about 2450
employees with operations in 18 locations, including 13
manufacturing facilities in North America, one in Europe and in
Mexico.

                          *     *     *

Intertape Polymer Group, Inc. carries Standard & Poor's Ratings'
'B-' corporate credit and senior secured ratings.  In addition,
the company also carries Standard & Poor's 'CCC' senior
subordinated rating.


INTERTAPE POLYMER: Annual and Special Meeting Set for June 26
-------------------------------------------------------------
Intertape Polymer Group 's annual and special meeting of
shareholders will be held at 4:00 p.m., Montreal time, on June 26,
2007, at the Hotel Omni Mount Royal in Montreal, Quebec.

Shareholders voting by proxies should ensure that the completed
forms of proxy that accompanied the management proxy circular are
received at the office of the company's Canadian transfer agent,
CIBC Mellon Trust Company, 2001 University Street, 16th Floor,
Montreal, Quebec, Canada, H3A 2A6, by 4:00 p.m., Montreal time,
today, June 21, 2007.  This will ensure that proxies are
recognized at the meeting.

Shareholders who have questions about the information contained
in the circular or require assistance in completing the proxy
should contact Georgeson at its North America toll free number
of 1-866-717-7668.

                     About Intertape Polymer

Headquartered in Quebec, Canada, Intertape Polymer Group (TSX:
ITP) (NYSE: ITP) -- http://www.intertapepolymer.com/-- develops   
and manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  The company employs about 2450
employees with operations in 18 locations, including 13
manufacturing facilities in North America, one in Europe and in
Mexico.

                          *     *     *

Intertape Polymer Group, Inc. carries Standard & Poor's Ratings'
'B-' corporate credit and senior secured ratings.  In addition,
the company also carries Standard & Poor's 'CCC' senior
subordinated rating.


ISLE OF CAPRI: Competitive Conditions Cue S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Isle of Capri Casinos Inc. to negative from stable.  Ratings on
the company, including the 'BB-' corporate credit rating, were
affirmed.
     
In addition, Standard & Poor's assigned its loan and recovery
ratings to Isle's proposed $1.35 billion senior secured credit
facilities.  The loan was rated 'BB+' with a recovery rating of
'1', indicating the expectation for very high (90%-100%) recovery
in the event of a payment default.
     
Net proceeds from the bank credit facility, along with some cash
on hand, will be used to refinance existing bank debt, to call the
company's 9% senior subordinated notes, and to fund future capital
expenditure projects.  Total pro forma debt outstanding at Isle is
$1.4 billion.
      
"The outlook revision follows our review of the competitive
operating conditions in key markets that Isle serves, such as Lake
Charles, Black Hawk, and Biloxi, which have resulted in materially
weak year-over-year performance for the third quarter ended Jan.
28, 2007," said Standard & Poor's credit analyst Ariel Silverberg.  
"This, coupled with management's aggressive growth strategy, will
cause leverage to remain weak for the current rating, at more than
6.0x over the next couple of years.  S&P have factored an
estimated $320 million into its capital expenditure assumptions,
related to the West Harrison County project in Mississippi."
     
The rating on Biloxi, Mississippi-based Isle of Capri Casinos
reflects the company's aggressive growth strategy, vulnerability
to competitive pressures due to the second-tier market position of
many of its properties, and weak credit measures.  These factors
are somewhat tempered by the geographically diverse portfolio of
the company's gaming assets.


INVERNESS MEDICAL: S&P Affirms B+ Credit Rating and Removes Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Inverness Medical
Innovations Inc.  The ratings were removed from CreditWatch, where
they had been placed on April 10, 2007 with negative implications.  
The outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Inverness's $1.05 billion first-lien senior secured
credit facility, comprised of a $150 million revolver due 2013 and
a $900 million term loan due 2014.  The debt is rated 'BB' with a
recovery rating of '1', indicating that lenders can expect very
high recovery (90%-100%) in the event of a payment default or
bankruptcy.  S&P also rated Inverness's $250 million second-lien
senior secured term facility, assigning a rating of 'B-', with a
recovery rating of '6', indicating negligible recovery (0%-10%)
prospects.

"These actions reflect two pending transactions: the $1.5 billion
cash acquisition of unrated Biosite Inc., and a merger with
unrated Cholestech Corp. in an exchange of stock valued at about
$340 million," explained Standard & Poor's credit analyst David
Lugg.
     
The newly rated facilities will fund, in part, the Biosite
acquisition.  Inverness has a significant cash balance available
for the acquisition, given an early 2007 common equity placement
that netted about $261 million and the formation of a joint
venture with Procter & Gamble (AA-/Stable/A-1+).  Inverness
contributed development, marketing and sales assets of its
consumer diagnostics business in exchange for $325 million.  These
three transactions will transform Inverness from a mixed-market,
rapid diagnostic test provider to a leading provider of rapid
diagnostic tests to the medical professional market.

The ratings on Inverness Medical Innovations Inc. reflect its
highly leveraged position as a result of its acquisition of
Biosite and emerging position as a leading provider of
professional rapid diagnostic products.  Waltham, Massachusetts-
based Inverness has grown its professional and consumer
diagnostics businesses through a series of acquisitions that
leveraged its key technology patents.  The company's largest and
fastest-growing operating segment provides a variety of rapid
diagnostic tests and equipment for medical professionals for use
both in laboratories and in point-of-care settings.  Acquisitions
and organic growth in this area have increased professional
diagnostics' share of overall sales to more than 60% from about
one-third in 2003.


JED OIL: Caribou Shareholders to Decide on Merger at July 30 Meet
-----------------------------------------------------------------
The Court of Queen's Bench of Alberta has issued an order which
provides for meetings of Caribou Resources Corp.'s creditors and
shareholders to be held on July 30, 2007.

The meeting of Caribou's creditors will consider approval of a
Plan of Arrangement under the Companies' Creditors Arrangement Act
(Canada), in relation with JED Oil Inc.'s acquisition of Caribou.

Caribou had filed for protection under the CCAA which is similar
to "Chapter 11" protection in the U.S.  Under the CCAA Plan,
Caribou's creditors ranking in priority behind the major secured
creditor, whose position JED has acquired, are being offered cash
of approximately $345,500 plus the issuance of 5 million JED
common shares.

Under the CCAA Plan the secured creditors whose security ranks
behind JED's will share in the net proceeds from 1.8 million of
the JED common shares and the unsecured creditors will share in
the balance of the cash and JED common shares.  Creditors of
Caribou who have security that ranks ahead of JED's will not be
affected by the CCAA Plan and will be paid by JED.

                      Shareholders' Meeting

The meeting of Caribou's shareholders will consider, among other
things, approval of a Plan of Arrangement under the Business
Corporation's Act (Alberta).  Under the ABCA Arrangement,
Caribou's shareholders would transfer all of the Caribou common
shares to JED in exchange for JED common shares, on the basis of
one JED Common share for each ten Caribou common shares, and
Caribou would become a wholly owned subsidiary of JED.  
Outstanding stock options to acquire Caribou common shares, if not
exercised by the effective date of the ABCA Arrangement, would be
cancelled.  JED has reserved up to 4 million common shares for the
ABCA Arrangement.

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 American Stock Exchange and JED will hold a special
meeting of its shareholders on July 30, 2007.  JED's common
shareholders and Series B Preferred shareholders will also be
asked to approve amendments to JED's Articles of Incorporation to
amend the terms of the Series B Preferred shares to extend the
maturity date to Feb. 1, 2010 and change the conversion prices to
$3.50.  An Information Circular with detailed information will be
mailed to JED shareholders in the first week of July.

                   Guidance for 2007 and 2008

As a result of this combination with Caribou, JED expects to have
combined production of approximately 1,500 barrels of oil
equivalent per day.  Current estimates for 2007 year-end
production is approximately 2,900 BOE/d.  Utilizing existing
lands, the current capital base and the significant reduction in
debt, the forecasted exit rate for Q1 2008 is expected to be
approximately 4,100 BOE/d and the Q2 2008 exit rate is expected to
be 4,500 BOE/d.

Funds provided by operating activities before changes in operating
assets and liabilities on a combined basis for Q3 2007 are
expected at approximately $2.9 million and $8 million for Q4.
Funds from operations for Q1 2008 are expected at approximately
$13 million with $26.5 million expected for the first six months
of 2008.

Common shares outstanding on a combined basis will be
approximately 23.8 million.  On a fully diluted basis there would
be approximately 29.8 million shares based on existing stock
options, share purchase warrants, convertible notes and
convertible preferred stock.  A private placement in Canada of an
additional 1.4 million convertible preferred shares is currently
being considered by JED, which, if completed, would increase the
aggregate common shares on a fully diluted basis to approximately
31.2 million.  If the amendments to JED's Articles of
Incorporation to change the conversion price of the Series B
Preferred shares are approved, the aggregate of common shares
would be approximately 37.65 million on a fully diluted basis.  In
these estimates on a fully diluted basis, the conversion of the
convertible notes is based on the current exercise price of
$16.00.

To accomplish the company's development drilling programs over the
next year it plans to use existing cash flow, bank lines of credit
and certain asset sales.  The above guidance includes those
sources of funds.  The company does not plan any equity offering
during the next year, other than the private placement of
preferred shares.  JED believes that it can exit 2008 at a
production rate of approximately 5,900 BOE/d while significantly
reducing its debt.  Based on current varied pricing estimates of
the New York Mercantile Exchange, estimated revenue for the full
year of 2008 is expected to be $92 million resulting in operating
cash flow of approximately $63 million.

                      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.


JOURNAL REGISTER: Revenues at $37.6MM in Four Weeks Ended June 3
----------------------------------------------------------------
Journal Register Company reported total revenues from continuing
operations for period five, the four weeks ended June 3, 2007, of
$37.6 million compared to $41.4 million for the four weeks ended
May 28, 2006, a decrease of 9.2%.  Excluding results from the
Michigan cluster, total revenues decreased 7.9% as compared to the
prior year period.

Total advertising revenues for period five in 2007, from
continuing operations, were $29 million, compared to $32.8 million
for period five in 2006, a decrease of 11.5%.

Senior vice president and chief financial officer Julie A. Beck
said, "Our unsatisfactory revenue results for period five reflect
the difficult advertising market across all categories, generally,
and the transitioning economies in two of our clusters - Michigan
and Greater Cleveland.  We are encouraged by the improvement in
automotive advertising, which had the best performance trend of
the year and by our continued growth in online revenue."

                  Revenue Performance by Category

Continued strong performance from the company's online operations
produced online revenues for period five of $1.5 million, and an
increase of 22.1% as compared to period five of 2006.  The
company's Web sites had 4 million unique visitors generating
28.8 million page views in period five, representing an increase
of 16.2% and 5.2%, respectively, as compared to the prior year
period.

Retail advertising revenues were down 13.8% in period five, as
compared to the prior year period.  The company's retail
advertising revenues were down 13% excluding the results of the
company's Michigan cluster.  Softness in the financial/insurance
and building/hardware/garden stores advertising revenue categories
was partially offset by strength in the political advertising
revenue category.

Classified advertising revenues for period five decreased 8.4%,
as compared to the prior year period.  Excluding the results from
the Michigan cluster, total classified advertising revenues
decreased 5.7% for the period.

Classified other advertising revenues increased 0.3% in period
five, as compared to the prior year period.  Excluding the results
from the company's Michigan cluster, classified other advertising
revenues increased 2.8% in period five.

Classified auto advertising revenues were down 6.8%, as compared
to period five of 2006.  Excluding results from the company's
Michigan cluster, classified auto advertising revenues were down
1.6% for the period.

Classified employment advertising revenues decreased 7.3% in
period five, as compared to period five of 2006.  The company's
classified employment advertising revenues were down 7.2%
excluding the results from the company's Michigan cluster.

The company's classified real estate advertising revenues
decreased 18.9%.  The company's classified real estate advertising
revenues were down 14.4% excluding the results of the company's
Michigan cluster.

National advertising revenues, which represent approximately four%
of total advertising revenues, decreased 9.6% in period five, as
compared to the prior year period, with softness in the
telecommunications advertising revenue category.

Circulation revenues for period five decreased 1%, as compared to
the prior year period.

                      About Journal Register

Journal Register Company - http://www.JournalRegister.com/--  
owns 22 daily newspapers and 345 non-daily publications.  It
currently operates 226 individual Web sites that are affiliated
with the company's daily newspapers, non-daily publications and
its network of employment Web sites that can be accessed through
the company's Web site.  All of the company's operations are
clustered in six geographic areas: Greater Philadelphia; Michigan;
Connecticut; Greater Cleveland; and the Capital-Saratoga and
Mid-Hudson regions of New York.  The company owns JobsInTheUS,
a network of 19 premier employment Web sites.

                          *     *     *

Journal Register Co. continues to carry Moody's Ba3 long-term
family and bank loan debt ratings, as well as B1 probability-of-
default rating.  The outlook remains stable.

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


KAMP RE: S&P Retains Negative Watch on Senior Debt's CC Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CC' senior
secured debt rating on KAMP RE 2005 Ltd.'s $190 million floating-
rate principal-at-risk notes are remaining on CreditWatch with
negative implications, where it was placed on Oct. 13, 2005.  The
notes are due Dec. 14, 2007.
      
"Since the last CreditWatch update on this rating, there have been
no significant developments," said Standard & Poor's credit
analyst Gary Martucci.  "We will continue to monitor the
transaction for any developments and will issue updates or take
ratings actions as appropriate."  The notes continue to pay a
spread over LIBOR of 0.10%, and the outstanding principal amount
has still not been reduced.


KID CASTLE: Losses Cue Brock Schechter's Going Concern Doubt
------------------------------------------------------------
Brock, Schechter & Polakoff LLP of Buffalo, N.Y., expressed
substantial doubt about Kid Castle Educational Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations and net capital deficit.

The company posted a $46,211 net loss on $9.7 million of total
revenues for the year ended Dec. 31, 2006, as compared with a $1.7
million net loss on $10.2 million of total revenues in the prior
year.

At Dec. 31, 2006, the company's balance sheet showed $9.4 million
in total assets, $10 million in total liabilities and $54,561 in
minority interest, resulting to a $634,753 stockholders' deficit.  
The company also reported strained liquidity in its Dec. 31, 2006,
balance sheet with $5.9 in total current assets and $6.7 in total
current liabilities, resulting to an $808,531 working capital
deficit.

                 Liquidity and Capital Resources

As of Dec. 31, 2006, the company's principal sources of liquidity
included cash and bank balances of $1.4 million, which increased
from $613,391 at Dec. 31, 2005.  The increase was mainly due to
reductions in expenses in their Shanghai operations.

Net cash provided by operating activities was $1.7 million and net
cash used in operating activities was $1.3 million during fiscal
years 2006 and 2005, respectively.  Net cash provided by operating
activities during fiscal year 2006 was primarily attributed to the
decrease in net loss.

Net cash provided by investing activities was $671,018 and $1.5
million during fiscal years 2006 and 2005, respectively.  The
$843,246 decrease is due to the change in the amount due from a
shareholder/director of $977,838 during fiscal year 2005.

Net cash used in financing activities during fiscal year 2006 was
$1.6 million and net cash provided by financing activities was
$262,196 during fiscal year 2005.  The $1.8 million decrease was
primarily attributable to proceeds from bank borrowings of
$213,357 during fiscal year 2006, as compared to that of $3.1
million during fiscal year 2005.

Full-text copies of the company's 2007 financial statements are
available for free at http://ResearchArchives.com/t/s?2102

                        About Kid Castle

Based in Taipei, Taiwan Kid Castle Educational Corp. (PNK: KDCE) -
- http://www.kidcastle.com/-- provides English language  
instruction and educational services in China and Taiwan to
children between two and 12 years old for whom Chinese is the
primary language.  The company also provides management and
consulting services to its franchised kindergarten and language
schools and sells educational tools and equipment that are
complementary to its business.


KOWBOYS KARS: U.S. Trustee Wants Case Converted to Chapter 7
------------------------------------------------------------
The U.S. Trustee for Region 5 asks the United States Bankruptcy
Court for the Southern District of Mississippi to convert Kowboy's
Kars LLC's Chapter 11 case to a chapter 7 liquidation proceeding,
or in the alternative, dismiss the Debtor's case.

The Trustee tells the Court that the Debtor has failed to take
necessary steps to achieve an orderly expeditious outlook of its
case.  The Trustee cites these reasons:

   -- continuing loss to or diminution of the estate and absence
      of a reasonable likelihood of rehabilitation;

   -- unreasonable delay that is prejudicial to creditors;

   -- inability to effectuate a plan and failure to propose a
      confirmable plan under Section 1121 within the time fixed by
      the court;

   -- failure to timely file monthly operating reports;

   -- failure to pay fees or charges required under chapter 123 of
      title 28; and

   -- other grounds to be assigned at a hearing.

Headquartered in Natchez, Mississippi, Kowboy's Kars LLC file for
Chapter 11 protection on Jan. 8, 2007 (Bankr. S.D. Ms .Case No.
07-00080).  Jeffrey Kyle Tyree, Esq., at Harris, Jernigan & Geno,
PPLC, represents the Debtor in its restructuring efforts.  No
Official Committee of Unsecured Creditors appointed in the
Debtor's case.  When the Debtors sought protection from
their creditors, they listed estimated assets and debts
between $1 million and $100 million.


LAZARD LTD: Affiliate Prices $600 Million Senior Notes Offering
---------------------------------------------------------------
Lazard Ltd.'s subsidiary, Lazard Group LLC has priced an offering
of $600 million aggregate principal amount of senior notes due
2017.  The notes will be senior unsecured obligations of Lazard
Group LLC.  The notes will be sold at 99.702% and will bear
interest at a rate of 6.85%.  The sale of the notes is expected to
close on June 21, 2007, subject to customary closing conditions.

Lazard Group intends to use the net proceeds from the sale of the
notes for:

   a) expansion of its Financial Advisory and Asset Management      
      businesses;

   b) other strategic acquisitions or investments;

   c) repayment of Lazard Group's $96 million senior promissory
      note and $50 million subordinated promissory note, each of
      which are due in February 2008; and

   d) general corporate purposes.

The notes are offered in a private placement under Rule 144A, have
not been registered under the Securities Act of 1933 and may not
be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

Lazard Ltd. (NYSE: LAZ) -- http://www.lazard.com/-- a preeminent   
financial advisory and asset management firm operates from 29
cities across 16 countries in North America, Europe, Asia,
Australia and South America.  With origins dating back to 1848,
the firm provides advice on mergers and acquisitions,
restructuring and capital raising, as well as asset management
services to corporations, partnerships, institutions, governments,
and individuals.

                          *     *     *

As reported in the Troubled Company Reporter on May 10, 2007,
Lazard Ltd. reported total assets of $2.6 billion, total
liabilities of $2.8 billion, and minority interest at
$55.7 million, resulting in a total stockholders' deficit of
$206.8 million as of March 31, 2007.


MERRILL LYNCH: Fitch Affirms Low-B Ratings on Six Certificates
--------------------------------------------------------------
Fitch Ratings has upgraded Merrill Lynch Mortgage Trust's
commercial mortgage pass-through certificates, series 2004-BPC1,
as:

    -- $12.4 million class C to 'AA' from 'AA-';
    -- $18.6 million class D to 'A+' from 'A';
    -- $9.3 million class E to 'A' from 'A-'.

In addition, Fitch affirms the ratings on these classes:

    -- $28.6 million class A-1 at 'AAA';
    -- $177.9 million class A-1A at 'AAA';
    -- $138.5 million class A-2 at 'AAA';
    -- $171.3 million class A-3 at 'AAA';
    -- $48.8 million class A-4 at 'AAA';
    -- $397.2 million class A-5 at 'AAA';
    -- $94.8 million class AJ at 'AAA';
    -- Interest-only class XC at 'AAA';
    -- Interest-only class XP at 'AAA';
    -- $26.4 million class B at 'AA';
    -- $15.5 million class F at 'BBB+';
    -- $10.9 million class G at 'BBB';
    -- $15.5 million class H at 'BBB-';
    -- $6.2 million class J at 'BB+';
    -- $4.7 million class K at 'BB';
    -- $6.2 million class L at 'BB-';
    -- $4.7 million class M at 'B+';
    -- $3.1 million class N at 'B';
    -- $3.1 million class P at 'B-'.

The $17.1 million class Q is not rated by Fitch.

The rating upgrades reflect additional defeasance, scheduled
amortization and stable performance since Fitch's last review.  As
of the June 2007 distribution date, the pool's aggregate
collateral balance has been reduced approximately 2.6% to $1.21
billion from $1.24 billion at issuance.  There are currently no
delinquent or specially serviced loans.  To date, seven loans
(9.7%) have been defeased.

Two loans (14.7%) maintain investment grade credit assessments by
Fitch.

Bank of America Center (10.7%) is a 1,780,748 square foot office
property located in San Francisco, California.  Occupancy as of YE
2006 remained stable at 93.5% compared to 93.7% at issuance.

Dallas Market Center (4%) is a 3,179,069 sf merchandise mart
located in Dallas, Texas.  Occupancy as of January 2007 was 90.9%
compared to 93.4% at issuance.


MORGAN STANLEY: Fitch Affirms Low-B Ratings on Six Classes
----------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley Capital I Trust 2005
IQ9, as:

    -- $35.9 million class A-1 at 'AAA';
    -- $262.7 million class A-1A at 'AAA';
    -- $112.6 million class A-2 at 'AAA';
    -- $194.7 million class A-3 at 'AAA';
    -- $94.4 million class A-4 at 'AAA';
    -- $43.8 million class A-AB at 'AAA';
    -- $446.2 million class A-5 at 'AAA';
    -- $130.2 million class A-J at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA';
    -- Interest-only class X-Y at 'AAA';
    -- $32.6 million class B at 'AA';
    -- $11.5 million class C at 'AA-';
    -- $26.8 million class D at 'A';
    -- $15.3 million class E at 'A-';
    -- $15.3 million class F at 'BBB+';
    -- $11.5 million class G at 'BBB';
    -- $17.2 million class H at 'BBB-';
    -- $5.7 million class J at 'BB+';
    -- $7.7 million class K at 'BB';
    -- $5.7 million class L at 'BB-';
    -- $5.7 million class M at 'B+';
    -- $3.8 million class N at 'B';
    -- $5.7 million class O at 'B-';

Fitch does not rate the $11.5 million class P.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the May 2007 distribution
date, the pool's aggregate certificate balance has decreased 2.3%
to $1.5 billion from $1.53 billion at issuance.  Currently, there
are no delinquent loans or loans in special servicing.

At issuance, Fitch credit assessed the 540 Madison Avenue loan.  
The loan maintains its investment grade credit assessment due to
stable performance.  The loan is secured by a 39-story, 280,830
square foot office property located in midtown Manhattan.  
Occupancy remains strong at 99.1% as of YE 2006.


MORGAN STANLEY: Moody's Rates Class B-5 Certificates at (P)Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
certificates issued by Morgan Stanley ABS Capital I Inc. Trust
2007-NC4.  

The complete provisional rating actions are:

-- Morgan Stanley ABS Capital I Inc. Trust 2007-NC4
-- Mortgage Pass-Through Certificates, Series 2007-NC4
-- Cl. A-1, Assigned (P)Aaa
-- Cl. A-2a, Assigned (P)Aaa
-- Cl. A-2b, Assigned (P)Aaa
-- Cl. A-2c, Assigned (P)Aaa
-- Cl. A-2d, Assigned (P)Aaa
-- Cl. M-1, Assigned (P)A2
-- Cl. M-2, Assigned (P)A3
-- Cl. B-1, Assigned (P)Baa1
-- Cl. B-2, Assigned (P)Baa1
-- Cl. B-3, Assigned (P)Baa3
-- Cl. B-4, Assigned (P)Ba1
-- Cl. B-5, Assigned (P)Ba2


MORGAN STANLEY: S&P Lowers Rating on Class A-5 Notes to B from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$3 million class A-5 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 to 'B' from 'B+'.  At the same time, S&P
placed the 'B+' rating on the $3 million class A-11 secured fixed-
rate notes from the same series on CreditWatch with positive
implications.
     
The downgrade of the class A-5 notes reflects the June 15, 2007,
lowering of the rating on the referenced obligations issued by
Bowater Inc. (B/Negative/--).
     
The rating action on the class A-11 notes reflects the June 15,
2007, placement of the rating on the referenced obligations issued
by Rock-Tenn Co. (BB/Watch Pos/--) on CreditWatch with positive
implications.
     
Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a credit linked note transaction that is weak-
linked to the lower of (i) the ratings on the respective reference
obligations for each class; (ii) the long-term rating on the
credit default swap's, interest rate swap's and contingent forward
counterparty's guarantor, Morgan Stanley ('A+'); and (iii) the
credit quality of the underlying securities, BA Master Credit Card
Trust II's class A certificates from series 2001-B due 2013
('AAA').


NEW CENTURY: Mood's Downgrades Ratings on 18 Tranches
-----------------------------------------------------
Moody's Investors Service has downgraded eighteen tranches, placed
under review for possible downgrade five tranches, and confirmed
the rating on three tranches from several 2001, 2002, and 2003
deals with loans originated by New Century Mortgage Corporation.
The collateral backing these classes consists of primarily first
lien, fixed and adjustable-rate, subprime mortgage loans.

The certificates have been downgraded and placed on review for
possible downgrade based upon recent and expected pool losses and
the resulting erosion of credit support.  Overcollateralization
amounts in all of the transactions are currently below their
floors 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 deals' losses are performing
within the area of original expectations, credit support
deterioration seen in many of these deals can be partially
attributed to the deals passing performance triggers and therefore
releasing large amounts of overcollateralization.

Finally, Moody's has confirmed the current ratings on the Class M-
5 and M-6 certificates from New Century Home Equity Loan Trust,
Series 2003-3 and on the Class B-1 certificates from Morgan
Stanley Dean Witter Capital I Inc., Series 2001-NC3 as credit
support is sufficient to support the current ratings on these
certificates.

Complete rating actions are:

Downgrade

Issuer: Ace Securities Corporation Home Equity Loan Trust

-- Series 2003-NC1, Class M-5, downgraded from Baa2 to Ba3
-- Series 2003-NC1, Class M-6, downgraded from Baa3 to B2

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust

-- Series 2001-HE1, Class B, downgraded from Ba1 to B3

Issuer: Merrill Lynch Mortgage Investors Trust

-- Series 2002-NC1, Class B-1, downgraded from Baa2 to Ba2
-- Series 2002-NC1, Class B-2, downgraded from Baa3 to Ba3

Issuer: Morgan Stanley Capital I Inc.

-- Series 2003-NC4, Class B-2, downgraded from Baa2 to Ba2
-- Series 2003-NC4, Class B-3, downgraded from Baa3 to B3

Issuer: Morgan Stanley Dean Witter Capital I Inc.

-- Series 2001-NC4, Class B-1, downgraded from B1 to Caa1
-- Series 2002-NC2, Class B-1, downgraded from Ba1 to Caa1
-- Series 2002-NC4, Class M-2, downgraded from Aa2 to A3
-- Series 2002-NC4, Class B-1, downgraded from Baa3 to B3
-- Series 2002-NC4, Class B-2, downgraded from B1 to Ca
-- Series 2003-NC1, Class B-1, downgraded from Baa2 to Ba3
-- Series 2003-NC1, Class B-2, downgraded from Baa3 to B3
-- Series 2003-NC2, Class B-1, downgraded from Baa2 to Ba1
-- Series 2003-NC2, Class B-2, downgraded from Baa3 to Ba3

Issuer: New Century Home Equity Loan Trust

-- Series 2003-2, Class M-3, downgraded from Baa2 to Ba2
-- Series 2003-2, Class M-4, downgraded from Baa3 to B2

Review for Downgrade

Issuer: Morgan Stanley Dean Witter Capital I Inc.

-- Series 2003-NC3, Class B-2, current rating Baa2, under review
    for possible downgrade

-- Series 2003-NC3, Class B-3, current rating Baa3, under review
    for possible downgrade

Issuer: Morgan Stanley ABS Capital I Inc.

-- Series 2003-NC5, Class B-1, current rating Baa1, under review
    for possible downgrade

-- Series 2003-NC5, Class B-2, current rating Baa2, under review
    for possible downgrade

-- Series 2003-NC5, Class B-3, current rating Baa3, under review
    for possible downgrade

Confirm

Issuer: Morgan Stanley Dean Witter Capital I Inc.

-- Series 2001-NC3, Class B-1, confirmed at Ba1

Issuer: New Century Home Equity Loan Trust

-- Series 2003-3, Class M-5, confirmed at Baa2
-- Series 2003-3, Class M-6, confirmed at Baa3


NY WESTCHESTER: Court OKs InterCare as Special Medicare Consultant
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has granted authority to New York Westchester Square
Medical Center to employ InterCare Consulting Inc. as its special
medicare consultant.

As Debtor's Medicare Consultant, InterCare is expected to:

   a. assist the Debtor in identifying DSU adjustment
      opportunities by seeking out additional Medicaid paid
      and eligible days and to successfully appeal the
      findings with the appropriate Medicare fiscal
      intermediary;

   b. assist the Debtor in appealing the current Medicare final
      settlement or request a reopening of previously settled
      HCFA-2552's;

   c. contact the Department of Health for paid PPS Medicaid
      program days and identify and verify Medicaid IPRO denied
      days which have not been included in the DOH database;

   d. assist in creating a hospital non-Medicare/Medicaid PPS
      database to be crossmatched to the NYC EMEVS system for
      potential Medicaid "eligible" days and testing of eligible
      days to confirm patients access to covered Medicaid
      inpatient services;

   e. prepare and submit 2006 CMS-2552 and Institutional Cost
      Report;

   f. prepare 2007 Operating and Capital Budgets;

   g. prepare and analyze of third party billing and receivable
      issues, including acquisition, review and analysis of
      Medicaid revised and newly issued inpatient and outpatient
      rates.

   h. review of any and all third party payer informational or
      reimbursement data requests that may impact the Debtor's
      financial position;

   i. assist with the review of other third party rate information
      as it impacts both the Debtor's billing and medical records
      systems;

   j. assist with the preparation of the IRS-990 tax return; and

   k) provide general advice concerning the billing or write off
      policies and procedures in place or those needed to be
      updated to coincide with current practices and regulations.

Under the Debtor's contract with InterCare, the existing fee
arrangements for each of the services provided are:

      Service                            Fee
      -------                      ----------------
      Medicare Adjustments/        Based on hourly rates for first
      Reimbursements               120 hours up to $15,000, plus
                                   incremental revenue of 15% of
                                   any Recovery
  
      Preparation of Cost Reports  Flat Fee of $12,500 for first
                                   100 hours of services rendered;
                                   hourly rates for any services
                                   provided thereafter

      Analysis of Third Party      Based on hourly rates
      Billings                       

      Preparation of 2007          Based on hourly rates
      Operating and Capital
      Budgets          
                
Gary Introcaso, president of InterCare, assures the Court that he
does not hold or represent any interest adverse to the Debtor's
estate and is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code.

Mr. Introcaso can be reached at:

          Gary Introcaso
          InterCare Consulting Inc.
          4 Paddock Road
          Rye Brook, New York 10573

Based in Bronx, New York, New York, Westchester Square
Medical Center -- http://www.nywsmc.org/-- is a not-for-profit,  
community acute care hospital and certified stroke center that has
served a working class population in the Bronx community since
1929.  Its primary facility, located at 2475 St. Raymond Avenue,
Bronx, New York 10461, houses 205 beds and provides acute adult
medical and surgical care, emergency medicine and ambulatory
services.  NYWSMC is a membership corporation whose members are
selected by the New York-Presbyterian Healthcare System, Inc.

The company filed for chapter 11 protection on Dec. 19, 2006
(Bankr. S.D.N.Y. Case No. 06-13050).  Burton S. Weston, Esq., at
Garfunkel, Wild & Travis, P.C., represents the Debtor.   Louis A.
Scarcella, Esq., and Robert C. Yan, Esq., at Farrell Fritz PC,
represent the Official Committee Of Unsecured Creditors.  The
Debtor's schedules showed total assets of $49,283,477 and total
debts of $35,502,088.  The Debtor's exclusive period wherein it
can file a plan of reorganization ends on Aug. 16, 2007.


PPM AMERICA: Fitch Puts Ratings on 3 Notes Under Negative Watch
---------------------------------------------------------------
Fitch has placed these classes of notes issued by PPM America High
Grade CBO I, Ltd. on Rating Watch Negative:

    -- $48,000,000 class B-1 notes 'BB+';
    -- $10,000,000 class B-2 notes 'BB+';
    -- $14,193,562 class C notes 'CCC+/DR2'.

PPM High Grade I is a collateralized bond obligation that closed
Dec. 19, 2000 and is managed by PPM America, Inc.  PPM High Grade
I pays a coupon on a semi-annual basis and has a portfolio
composed of primarily investment grade corporate bonds.

The rating action is the result of several factors, including
negative credit migration of the portfolio, a reduction in
weighted average coupon, and a declining class B interest coverage
ratio.  According to the portfolio dated June 15, 2007, the WAC of
the assets decreased to 6.41% from inception, relative to a
trigger of 7.45%.  The weighted average rating factor also
deteriorated to 28.30 ('BBB-/BB+'), and the class B interest
coverage ratio decreased to 102.85%, relative to a trigger of
102.5%.  Given the current state of the portfolio, Fitch has
conducted cash flow model simulations that show that the deal may
not be able to withstand a requisite level of defaults that are
commensurate with the current ratings of the class B and C notes.

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


PRESIDENT CASINOS: Deloitte & Touche Raises Going Concern Doubt
---------------------------------------------------------------
Deloitte & Touche LLP in St. Louis, Missouri, expressed
substantial doubt about President Casinos, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Feb. 28,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses from continuing operations and absence of any
ongoing revenue producing activities.

The company's consolidated selling, general and administrative
expenses were $2.1 million and $2.6 million during the years ended
Feb. 28, 2007, and 2006, respectively.  The decrease is the result
of the departure of two executives in the first quarter of fiscal
2007.

The company had operating losses of $2.1 million and $2.6 million
during the years ended Feb. 28, 2007, and 2006, respectively.  The
company posted reorganization income of $9.8 million during the
year ended Feb. 28, 2007, compared with expense of $700,000 during
the year ended Feb. 28, 2006.

The company had $200,000 in minority interest income during the
year ended Feb. 28, 2007, compared with expense of $600,000 during
the year ended Feb. 28, 2006.  The company posted net income from
continuing operations of $8 million during the year ended Feb. 28,
2007, compared with a net loss from continuing operations of $3.6
million during fiscal year 2006.

For the three straight fiscal years ended Feb. 28, 2007, the
company had no operating revenue, which resulted to operating
losses.  

The company posted net income of $10.1 million and $34.3 million
for the years ended Feb. 28, 2007, and 2006, respectively.  

At Feb. 28, 2007, the company's balance sheet showed $7.4 million
in total assets, $5.1 million in total liabilities and $2.3
million in stockholders' equity.  At Feb. 28, 2006, the company's
balance sheet showed $66.8 million in total assets and $74.6
million in total liabilities, resulting in a $7.8 stockholders'
deficit.

                    Discontinued Operations

As of Feb. 28, 2007, the company had sold its Biloxi and St. Louis
operations that include dockside gaming casinos.

The company's St. Louis operating segment had operating income of
$4.4 million, consisting of revenues of $51.7 million and
operating expenses of $47.3 million, during the year ended Feb.
28, 2007, compared to operating income of $10.2 million,
consisting of revenues of $67.3 million and operating expenses of
$57.1 million, during the year ended Feb. 28, 2006.

The company's Biloxi segment had operating income of less than
$100,000, consisting of post-closing adjustments during the year
ended Feb. 28, 2007, compared to operating income of $600,000,
consisting of revenues of $5.6 million and operating expenses of
$5 million during the year ended Feb. 28, 2006.  The Biloxi
segment had net income of $100,000 for the year ended Feb. 28,
2007, compared to net income of $27.7 million for the year ended
Feb. 28, 2006.

                Liquidity and Capital Resources

During fiscal 2007, the company met its working capital
requirements from a combination of internally generated sources
including cash from operations and the sale of assets.

The company and its subsidiaries, with the exception of PBLLC,
President Riverboat Casino-Iowa, Inc. and President Riverboat
Casino-New York, Inc., are debtors-in-possession under Chapter 11
of the Bankruptcy Code.  Following the consummation on Dec. 20,
2006, of the sale of the company's St. Louis gaming operations,
the company no longer owns any operating entities and its assets
consist primarily of cash and certain pending litigation claims.

The company's business activities currently consist of managing
its existing litigation matters, discharging its liabilities and
administering the bankruptcy reorganization plans of its former
Biloxi and St. Louis operations.  In addition to the cash
requirements necessary to fund the company's remaining business
activities, the company anticipates that it will continue to incur
significant professional fees and other costs in connection with
its bankruptcy proceedings.  

"As a result of the uncertainty surrounding the company's current
circumstances, it is difficult to predict the company's actual
liquidity needs at this time," Deloitte & Touche said.  The
auditing firm noted that based upon the company's current
budgeting assumptions and anticipated levels of activity in the
litigation matters and bankruptcy proceeding, the company's
management believes that its liquidity and capital resources will
be sufficient to fund its remaining corporate activities through
the next fiscal year and the end of certain current litigation.  
"At this time, the company does not anticipate access to any
additional cash or capital other than potential recoveries from
its outstanding litigation claims," the auditing firm said.

                     Bankruptcy Proceedings

On June 20, 2002, the company and its then subsidiary, President
Riverboat Casino-Missouri, Inc., filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the Southern District of Mississippi.

On July 11, 2002, substantially all of the company's other
operating subsidiaries filed voluntary reorganization petitions.

On Apr. 15, 2005, the company completed a sale of its properties
and operations in Mississippi with the approval of the Missouri
Bankruptcy Court.  The company, with the prior approval of the
Missouri Bankruptcy Court, completed a sale of substantially all
of the real and personal property associated with the company's
Biloxi operations to Broadwater Development, LLP and Silver
Slipper Casino Venture, LLC for about
$82 million.

On Dec. 4, 2006, the Missouri Bankruptcy Court confirmed a Plan of
Reorganization for President Missouri, which enabled the company
to complete a previously approved sale of the stock of President
Missouri on Dec. 20, 2006.

On Dec. 20, 2006, the company, with the prior approval of the
Missouri Bankruptcy Court, completed a sale of the capital stock
of President Missouri to Pinnacle Entertainment, Inc. for about
$31.5 million, subject to certain working capital adjustments.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?20f8

                   About President Casinos

Headquartered in St. Louis, Mo., President Casinos, Inc. --
http://www.presidentcasino.com/-- does not have significant  
operations.  Prior to Dec. 2006, it was engaged in the ownership
and operation of a dockside gaming casino in St. Louis, Missouri.  
President Casinos filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Mississippi in June
2002.  The company operates as a debtors-in-possession.  The
Debtor filed for chapter 11 protection on June 20, 2002 (Bankr.
S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.  
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.  Thomas  
E. Patterson, Esq., and Ronn S. Davids, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP and E. Rebecca Case, Esq., and Howard S.
Smotkin, Esq., at Stone, Leyton & Gershman, P.C., represent the
Official Committee of Equity Security Holders.


PROSPECT MEDICAL: Moody's Rates Proposed $160 Mil. Facility at B3
-----------------------------------------------------------------
Moody's Investors Service has assigned a B3 senior secured debt
rating to Prospect Medical Holdings, Inc.'s proposed $160 million
senior secured credit facility consisting of a $145 million term
loan and a $15 million revolving credit facility.

Prospect and Prospect Medical Group, Inc., an affiliated physician
organization controlled by Prospect, will be co-borrowers under
the credit facility.  The proceeds will be used to finance the
acquisition of Alta Healthcare System Inc., and retire existing
debt at Prospect. In addition, Moody's assigned a B3 corporate
family rating to Prospect. The outlook on the ratings is stable.

The rating agency said that the ratings are driven by Prospect's
limited geographic area, small membership base and focus on HMO
membership.  The proposed acquisition of Alta Healthcare System,
Inc. and its four hospitals is perceived as increasing Prospect's
risk profile due to the company's lack of experience in operating
a hospital system, although Alta's senior management will join the
pro forma company's management team, and Alta's concentration in
the Medicare and Medi-Cal business segments.  The rating also
reflects Prospect's weak financial profile, in particular, its
consistent although somewhat low earnings margins, which are
offset by the increased debt and high financial leverage resulting
from the financing of the proposed acquisition and low interest
coverage ratio.  The rating agency also noted that over the last
few years Prospect has been very acquisitive, with fifteen
affiliated physician organizations currently under its control,
having completed another IPA acquisition, ProMed, on June 1, 2007.
Moody's anticipates that the company will continue to seek
additional IPAs and possibly hospital acquisitions.

Prospect is a health care management services organization that
provides management services to affiliated physician organizations
that operate as independent physician associations or medical
clinics.  Prospect's operations are concentrated in Orange County,
Los Angeles County and San Bernardino County in California.  The
affiliated physician organizations have entered into agreements
with managed care companies to provide HMO enrollees with a full
range of non- hospital medical services in exchange for fixed
capitation payments.  Prospect currently provides management
services to fifteen affiliated physician organizations, including
PMG, of which thirteen of the affiliated physician organizations
are controlled by PMG, one is 55% owned by PMG and the other is a
joint venture in which PMG owns 50% interest.

Moody's commented that the B3 senior secured and corporate family
ratings are based on the expectation that there will be no losses
or impairments to PMG's contracts with the managed care companies
as a result of the transaction and that the terms of the credit
facility will require that at least 50% of excess cash flow be
used for debt repayment.

The rating agency added that the ratings could move up if debt to
EBIT falls below 3x, EBIT to interest expense exceeds 4x, and the
company produces consistent net income margins of at least 5%.
However, if the enrolled membership at PMG declines by 5% or more,
if the medical ratio exceeds 82%, if cash flow from operations is
less than one times net income or if there is an acquisition of
another hospital system, then Moody's said the ratings could be
lowered.

These ratings were assigned with a stable outlook:

Prospect Medical Holdings, Inc.

    -- senior secured debt rating of B3;
    -- corporate family rating of B3.

Prospect Medical Holdings, Inc. is headquartered in Culver City,
California. For the fiscal year ending September 30, 2006 total
revenue was $136 million with ending HMO enrollees of
approximately 171,400. As of September 30, 2006 the company
reported shareholder's equity of $33.8 million.


PROSPECT MEDICAL: Increased Leverage Cues S&P's B+ Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating on Prospect Medical Holdings Inc.  The outlook is
stable.
     
At the same time, Standard & Poor's assigned its 'B+' bank loan
and '3' recovery ratings to Culver City, California-based
Prospect's proposed $160 million senior secured bank facilities,
consisting of a $15 million revolving credit facility due 2012 and
a $145 million term loan due 2014.  The facilities are rated the
same as the corporate credit rating on Prospect, with a recovery
rating of '3', indicating the expectation for meaningful recovery
of principle in the event of payment default.
      
"The assigned ratings are based on the counterparty credit rating
on Prospect and reflect the company's geographic and client
concentrations, acquisition-oriented growth strategy, and
increased financial leverage," said Standard & Poor's credit
analyst Hema Singh.  "Offsetting factors include the company's
integrated operational relationship with Prospect Medical Group,
its established competitive position in core markets, good
earnings/cash flow profile, and mostly unregulated business."
     
The proceeds of the loan will be used to refinance Prospect's
current outstanding term loan, to partially finance its planned
acquisition of Alta, which is a privately owned for-profit
hospital management company that owns and operates four community-
based hospitals in the greater Los Angeles area and to refinance
Alta's indebtedness.
     
Prospect operates as a medical services organization to HMO
enrollees in California where it provides care for about 250,000
HMO enrollees including 199,000 commercial, 27,000 Medi-Cal, and
24,000 seniors through 12 Individual Practice Associations and
three medical clinics.  Its largest customers are PacifiCare,
Health Net, Blue Cross California, and Blue Shield California.
     
Standard & Poor's expects Prospect Medical to remain focused on
managing the medical risk of its affiliated physician
organizations and maintaining efficient operations.  Prospect
Medical's established market presence in its core market will
facilitate its sustained competitiveness and enable the company to
grow and diversify its business profile.  The outlook also
reflects S&P's expectation for Prospect Medical to sustain its
earnings profile and prudently manage its overall growth
objectives, which includes the integration of Alta.
     
By year-end 2007, we expect combined pro forma revenue to be
$300 million-$325 million and for the company to serve 240,000-
250,000 members.  Pretax ROR is expected to be 5%-7%, resulting in
financial leverage and coverage metrics considered moderately
conservative for the rating category.  By year-end 2007, debt to
EBITDA and pro forma interest coverage are expected to be 2.75x-
3.25x and 4x-5x, respectively.


QPC LASERS: March 31 Balance Sheet Upside-Down by $3.5 Million
--------------------------------------------------------------
QPC Lasers Inc. reported a net loss of $2.4 million for the first
quarter ended March 31, 2007, an improvement over the net loss of
$3.3 million reported in the first quarter of 2006.  The
improvement in net loss was primarily attributable to the growth
in product revenues year-over-year, as well as a reduction in
interest expenses.

"We achieved several significant milestones for the company during
the first quarter," said Dr. Jeffrey Ungar, chairman and chief
executive officer of QPC.  "The company has begun the transition
from the R&D stage to the production stage.  During the quarter we
announced the availability our next generation BrightLase(TM)
Direct-Diode Laser modules and made continued progress with our
military applications.  We continued to receive strong orders for
our medical lasers, and currently have $2 million in contracts and
purchase orders for our generation II medical module, a
significant milestone as we target the large and growing medical
laser sector."

George Lintz, chief financial officer and executive vice chairman
added "we are continuing to position the company for strong growth
in 2007 and beyond.  Our pipeline of product solutions continues
on track, and we currently anticipate significant growth
throughout the remainder of the year."  

Total revenue for the first quarter of 2007 was $1.1 million, up
317% when compared to approximately $266,000 reported in the first
quarter of 2006.  The increase is attributable to an increase in
commercial sales and government contracts due to the increased
product offerings and expanded sales and marketing efforts.

Product revenue for the first quarter of 2007 was $653,000, an
increase of 178% compared to product revenue of $235,000 reported
in the first quarter of 2006, and an increase of 19% compared to
product revenue of $548,000 reported in the fourth quarter of
2006.  Strong growth in product revenue is primarily attributable
to initial production shipments of the Generation II fiber coupled
products to defense, industrial and medical customers along with
ongoing shipments of the Generation I varicose vein treatment
laser.

Total operating expense for the first quarter of 2007 was
$2.2 million, flat when compared to the $2.2 million reported in
the first quarter of 2006.

Gross Margin for the first quarter of 2007 was 23%, a substantial
improvement as compared to the negative 5% reported in the first
quarter of 2006.

Cash and cash equivalents (including restricted cash) at March 31,
2007 was $4.7 million.

"In April we closed a $7.4 million financing, which will enhance
our ability to focus on growing our product pipeline by
successfully introducing and marketing our dynamic products.  As
we look forward in 2007, we believe it is too early to provide
formal guidance; however we are currently targeting revenues to be
in the range of $6 to $7.5 million for the full year versus
$3.1 million for 2006." Lintz concluded.

At March 31, 2007, the company's consolidated balance sheet showed
$8,678,613 in total assets and $12,207,787 in total liabilities,
resulting in a $3,529,174 total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?210f

                       Going Concern Doubt

Weinberg and Company P.A., in Los Angeles, expressed substantial
doubt about QPC Lasers' ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm reported that the
company incurred a net loss of $18,692,607 and used $8,219,053 of
cash in operations for the year ended Dec. 31, 2006, and had a
stockholders' deficiency of $1,231,330 as of Dec. 31, 2006.

                         About QPC Lasers

QPC Lasers Inc. (OTC BB: QPC.OB) -- http://www.QPClasers.com/--  
is engaged in the development and commercialization of high-
brightness, high-power semiconductor lasers for the defense,
homeland security, industrial, and medical markets.  Founded in
the year 2000, QPC is vertically integrated from epitaxy through
packaging and performs all critical fabrication processes at its
state-of-the-art high-technology facility in the Los Angeles
suburb of Sylmar, California.


RAPID LINK: April 30 Balance Sheet Upside-Down by $4.04 Million
---------------------------------------------------------------
Rapid Link Inc. reported a net loss of $637,297 on revenues of
$3,720,098 for the second quarter ended April 30, 2007, compared
with a net loss of $846,329 on revenues of $2,121,018 for the same
period ended April 30, 2006.

Revenues for the second quarter of fiscal 2007 increased
$1.6 million, or 75.4%, as compared to the same period of fiscal
2006.  These increases are primarily attributable to the inclusion
of Telenational revenues since the May 2006 acquisition of
Telenational.

Costs of revenues for the second quarter of fiscal 2007 increased
$948,000, or 58.8%, as compared to the same period of fiscal 2006.
Costs of revenues as a percentage of revenues decreased
approximately 7.2% during the second quarter of fiscal 2007 as
compared to the same period of fiscal 2006 due to cost savings
derived from the addition of alternative carrier sources brought
to the company through the Telenational acquisition.

At April 30, 2007, the company's consolidated balance sheet showed
$7,727,278 in total assets and $11,769,784 in total liabilities,
resulting in a $4,042,506 total stockholders' deficit.

The company's consolidated balance sheet at April 30, 2007, also
showed strained liquidity with $1,651,954 in total current assets
available to pay $11,769,784 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2007, are available for
free at http://researcharchives.com/t/s?210d

                       Going Concern Doubt

KBA GROUP LLP, in Dallas, expressed substantial doubt about Rapid
Link Inc.'s ability to continue as a going concern after auditing
the company's consolidated financial statements for the years
ended Oct. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from continuing operations during each
of the last two fiscal years.  Additionally, the auditing firm
reported that at Oct. 31, 2006, the company's current liabilities
(which includes significant amounts of past due payables) exceeded
its current assets by $4.7 million and the company has a
shareholders' deficit totaling $2.6 million.

                        About Rapid Link

Headquartered in Los Angeles, California, Rapid Link Inc. (OTC BB:
RPID.OB) -- http://www.rapidlink.com/ -- provides various forms
of telephony services to wholesale and retail customers around the
world.  The company targets individual customers, as well as small
and medium sized enterprises.  These services include the
transmission of voice and data traffic over public and  private
networks, and telecommunications services for both the foreign and
domestic termination of international long distance traffic into
the wholesale market.  The company has also begun to utilize Voice
over Internet Protocol packetized voice technology.


REGENCY GAS: Partner's Interest Sale Cues S&P's Developing Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Regency Gas Services L.P. on CreditWatch with
developing implications.
     
The rating action follows the company's announcement that its
former general partner owner, HM Capital Partners LLC (formerly
Hicks, Muse, Tate & Furst), has sold its general and limited
partner ownership interests to GE Energy Financial Services.
      
"Although we would expect the change in ownership and control to
have favorable implications for Regency's capital structure, we
await additional information on what exactly the company's
strategic direction and financial policy will be going forward,"
said Standard & Poor's credit analyst Plana Lee.
     
Regency remains highly leveraged following its TexStar Field
Services L.P. acquisition, and maintaining its current rating
would require a sizable equity issuance.


REYNOLDS AMERICAN: S&P Puts Corporate Credit Rating at BB+
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' rating to
Winston-Salem, North Carolina-based Reynolds American Inc.'s
proposed $1.55 billion in aggregate secured notes, comprising
$400 million senior secured floating rate notes due 2011, $700
million secured notes due 2017, and $450 million secured notes due
2037.  The 'BBB' is two notches above the corporate credit rating.  
The secured notes were also assigned a recovery rating of '1',
which indicates that secured lenders could expect to receive very
high (90%-100%) recovery in the event of a payment default.  The
$1.55 billion in aggregate notes will be drawn off of RAI's
recently filed shelf registration.  Proceeds from these debt
issuances will be used to refinance the outstanding balance ($1.54
billion) of the company's $1.55 billion five-year senior secured
term loan facility.
     
At the same time, S&P assigned its preliminary 'BBB'/'BB-' rating
to recently filed Rule 415 shelf registration for debt securities.  
The preliminary 'BBB' debt rating applies to potential secured
debt issues, and the preliminary 'BB-' debt rating applies to
potential senior unsecured and subordinated debt issues.
     
RAI's corporate credit rating is 'BB+', which reflects the
company's participation in the contracting domestic cigarette
industry, its declining shipment volumes and market share, and
significant litigation risk partly offset by relatively moderate
financial policies.  The outlook is positive.
     
The assigned shelf ratings are preliminary; given the high level
of senior secured debt in the company's capital structure, a
substantial increase in additional secured debt issuance may cause
Standard & Poor's to reassess its position on RAI's senior secured
ratings.


Ratings List

Reynolds American Inc.
Corporate Credit Rating        BB+/Positive/--

Ratings Assigned

Reynolds American Inc.

$400 Million Floating Rate
  Secured Notes Due 2011        BBB (Recovery Rating: 1)
$700 Million Fixed Rate
  Secured Notes Due 2017        BBB (Recovery Rating: 1)
$450 Million Secured Notes
  Due 2037                      BBB (Recovery Rating: 1)
Rule 415 Unlimited Shelf
  Secured Debt                  BBB (Preliminary)
  Unsecured/Subordinated Debt   BB- (Preliminary)


RICHARD BRUHN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Donna Bruhn as Conservator for Richard L. Bruhn
        P.O. Box 2563
        Salinas, CA 93902

Bankruptcy Case No.: 07-51826

Type of Business: The Debtor is a former CEO of Dick Bruhn, Inc.,
                  which filed for Chapter 11 protection on
                  May 4, 2007 (Bankr. N.D. Calif. Case No.
                  07-51338).

Chapter 11 Petition Date: June 15, 2007

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Laine Lucas, Esq.
                  Binder and Malter LLP
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  Fax: (408) 295-1531

Estimated Assets: $17,657,693

Estimated Debts:  $14,466,819

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                      Nature Of Claim        Claim Amount
   ------                      ---------------        ------------
The Kearney Trust              Noteholder at 5.5%         $302,530
617 Park Street
Salinas, CA 93901

Surf and Sand Investment       Noteholder at 5.5%         $250,987
8545 Carmel Valley Road
Carmel, CA 93923

The Carrithers Trust           Noteholder at 5.5%         $202,049
c/o Cunningham & Associates
771 East Daily Drive
Suite 350
Camarillo, CA 93010

Rianda Living Trust            Noteholder at 5.5%         $175,902

Joshia Y. Arios                Noteholder at 5.5%         $145,574

Guerra Nut Shelling            Noteholder at 5.5%         $134,235

Proctor Family Living Trust    Noteholder at 5.5%         $125,343

Internal Revenue Service       Taxes                      $118,506
Insolvency Section

Claudia Higgins                Noteholder at 5.5%         $116,663

Robert Wayman                  Noteholder at 5.5%         $114,088

William Kroeger                Noteholder at 5.5%         $106,265

Clarkson Living Trust          Noteholder at 5.5%         $106,089

Janet S. Ames                  Noteholder at 5.5%         $104,689

Pankaj N. Patel                Noteholder at 5.5%         $103,534

Donald J. & Lorrayne Barsotti  Personal Promissory        $100,000
                               Note

Alvin W. Robert, Sr. Family    Noteholder at 5.5%          $96,348

Barton Family Trust            Noteholder at 5.5%          $96,290

Cinde L. Bryant                Noteholder at 5.5%          $92,366

Sancho Manzano                 Noteholder at 7%            $91,045

Hubert E. Jackson              Noteholder at 5.5%          $89,462


SHEKHAR GIRI: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Shekhar Giri
        147-25 97th Avenue
        Jamaica, NY 11435

Bankruptcy Case No.: 07-43234

Type of Business: The Debtor filed for Chapter 11 protection on
                  January 4, 2007 (Bankr. E.D. N.Y. Case No.
                  07-40027).

Chapter 11 Petition Date: June 15, 2007

Court: Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: James E. Hurley, Jr., Esq.
                  James E. Hurley, Jr., PLLC
                  75 Maiden Lane, Suite 233
                  New York, NY 10038
                  Tel: (212) 402-6822
                  Fax: (212) 405-2119

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


SMITHFIELD FOODS: Moody's Rates New $500 Million Sr. Notes at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba3 to the new
$500 million senior unsecured notes of Smithfield Foods, Inc.  The
company's other ratings, including its Ba2 corporate family rating
and Ba2 Probability of Default rating, were affirmed.  The rating
outlook remains negative.

Rating assigned:

-- $500 million senior unsecured notes at Ba3 (LGD5, 82%)

Ratings affirmed:

-- Corporate family rating at Ba2
-- Probability of default rating at Ba2
-- Senior unsecured debt at Ba3 (LGD5, 82%)
-- Senior subordinated debt at B1 (LGD6,97%)
-- Speculative Grade Liquidity Rating of SGL-3

The new senior unsecured notes, like the existing senior unsecured
notes, are rated one notch below the corporate family rating
because of the significant amount of unrated senior debt that
benefits from security and from the guarantees of certain domestic
subsidiaries.

The rating affirmation is based on Moody's expectation that the
company's credit metrics will strengthen as Smithfield integrates
recent acquisitions which have boosted the company's scale and
diversification.

Smithfield's Ba2 corporate family rating reflects the company's
high leverage, somewhat volatile earnings and cash flow stream,
aggressive acquisition strategy, and increasingly complex business
structure. It also reflects the integration risks that Smithfield
faces as it consolidates a series of acquisitions made over the
past year, as well as higher-than-average event risk of additional
leveraged acquisitions within the consolidating protein industry.
Furthermore, ratings reflect concerns over some aspects of
Smithfield's corporate governance.  Smithfield's ratings are
supported by the company's large size, very strong market
position, increasing geographic and product diversity, and solid
brand in the US pork industry.

Moody's considers Smithfield's ratings in the context of the key
rating drivers cited in Moody's Rating Methodology for Global
Natural Products Processors -- Protein and Agriculture.  Using the
methodology's 22 rating factors as well as pro forma and projected
metrics which account for recent acquisitions, fully and
proportionally consolidate material joint ventures, and
incorporate Moody's standard analytic adjustments, Smithfield's
rating would be B1 which is two notches lower than its actual Ba2
corporate family rating.  Moody's believes that over the
intermediate term, Smithfield's recent acquisitions will create a
stronger, more diversified protein processing business which
should help it increase operating margins and cash flow stability.

The negative rating outlook reflects the challenges Smithfield
faces in integrating its recent acquisitions, notably Premium
Standard Farms, and managing a more complex business portfolio
while simultaneously attempting to reduce debt and increase
financial flexibility.  It also reflects the continued event risk
of additional leveraged acquisitions as the company pursues its
global growth strategy.

Smithfield Foods, headquartered in Smithfield Virginia, is the
world's largest pork producer and processor and the fifth largest
US beef processor.  Sales for the fiscal year ended April 29, 2007
exceeded $11.9 billion.


SMITHFIELD FOODS: S&P Rates $500 Million Sr. Unsecured Notes at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Smithfield Foods Inc.'s shelf drawdown of $500 million senior
unsecured notes due 2017.
     
The corporate credit rating on the Smithfield, Virginia-based
company is 'BB+' and the rating outlook is negative.
      
"The 'BB+' rating reflects the highly competitive, commodity-
based, cyclical nature of the swine industry; the high fixed costs
of pork processing operations; and Smithfield Foods'
acquisitiveness," said Standard & Poor's credit analyst Jayne
Ross.  "These factors are mitigated by the company's position as
the leading producer, processor, and marketer of fresh and
processed pork in the U.S.; its position as a leading beef
processor; an experienced management team; and a track record of
successfully integrating acquisitions."


Ratings List

Smithfield Foods Inc.

Corporate Credit Rating                  BB+/Negative/--

Rating Assigned

Smithfield Foods Inc.

$500M Senior Unsecured Notes Due 2017    BB


SOLUTIA INC: Wants Equistar & Millenium Settlements Approved
------------------------------------------------------------
Equistar Chemicals LP and Millenium both supply Solutia Inc.
with chemical products and raw materials that Solutia would
otherwise have a significant difficulty obtaining for its Nylon
and Saflex Businesses.

Equistar is a wholly owned subsidiary of Lyondell Chemical
Company, which is among North America's largest independent,
publicly traded chemical company.  Equistar operates two
chemical-producing units as a guest at Solutia's chemical plant
at Chocolate Bayou in Alvin, Texas.

Millenium was purchased by Lyondell in 2004 and is a wholly owned
subsidiary of Lyondell.

                    Contracts with Suppliers

(1) Equistar

Solutia relates that the most critical among the raw materials is
propylene, which Equistar supplies to its Chocolate Bayou plant
pursuant to a chemical grade propylene sales agreement, dated
January 1, 1999, as amended.  Because of the importance of their
relationship and desire to continue doing business with each
other, Solutia, Equistar and Millenium have reached an agreement
that enables Solutia to assume the amended Propylene Agreement
and continue to receive the chemical products and raw materials
it needs from Equistar and Millenium.

Equistar also leases land at the Chocolate Bayou Plant from
Solutia pursuant to a real estate lease, effective October 16,
1981, between Solutia's predecessor, Monsanto Company, and
Equistar's predecessor-in-interest, Conoco, Inc.

To minimize Solutia's operational costs at the Chocolate Bayou
Plant, Solutia and Equistar entered into an amended and restated
utilities and services agreement, effective September 30, 1999.   
The U&S Agreement governs Solutia's provision of certain site
services and utility feeds to Equistar, including compressed air,
nitrogen, electricity, treated water and the operation of a barge
dock facility.

In addition to the Executory Contracts, Equistar and Solutia were
also parties to certain chemical supply contracts, pursuant to
which Equistar supplied Solutia with, among other things,
ethanol, methanol and benzene; and benzene sales contract,
effective January 1, 2003.

Solutia and Equistar have agreed to the terms of a new benzene
sales contract -- amended Benzene Sales Contract.

(2) Millenium

Solutia purchased vinyl acetate monomer from Millenium pursuant
to a vinyl acetate monomer agreement, dated January 1, 1985,
until its expiration on December 31, 2004.

On January 1, 2005, both entered into a certain VAM sales
contract as a replacement for the Original VAM Contract.  Solutia
uses VAM in the production of its Saflex(R) brand windshield and
architectural glass interlayer.

                          Dispute

Jonathan S. Henes, Esq., Kirkland & Ellis LLP, in New York, says
that because of the breadth and complexity of their relationship,
various commercial disputes often arise between Solutia and
Equistar in connection with the Contract and the Supply
Contracts.  Some of the disputes relate to the Propylene
Agreement.

At various times from January 2001 to July 2005, there were
certain inaccuracies in the meter that measured volume of
propylene Equistar delivered to Solutia.  As a result of the
inaccuracies, Solutia contends that it paid for more than it
actually received.  It sought a $925,036 refund from Equistar.

Solutia has also claimed entitlement to certain refunds based on
certain years' annual average weighted purity -- calculated based
on the ratio of propylene molecules to molecules of other
chemicals in the product delivered.  Solutia believes that is
owed a purity credit of $1,373,228 for propylene delivered
through December 31, 2006.

                    Assumption of Contracts

To facilitate their continued negotiations, Solutia and Equistar
entered into a series of bridge agreement extending the term of
the Propylene Agreement, and adjusting the price, to allow them
to continue to negotiate the terms of the amended Propylene
Agreement, resolve outstanding disputes and enter into other
commercial agreements between the parties.

These negotiations resulted in Solutia and Equistar reaching
agreement on the Amended Propylene Agreement and the settlement
agreement between Solutia, Equistar and Millenium.

The Amended Propylene Agreement salient terms include:

  -- the initial term is through December 31, 2010.  However,
     there is an evergreen provision pursuant to which the
     Amended Propylene Agreement would renew for 2-year periods
     unless terminated by either party on two years' notice.  To
     terminate, Equistar or Solutia must provide the other party
     with two years' written notice prior to December 31, 2010,
     or any subsequent December 31 anniversary;

  -- highly competitive pricing and commercial terms that are
     equal to or better than terms Solutia would expect to
     receive in the absence of the Amended Propylene Agreement.   
     The pricing is consistent with the pricing contained in a
     series of bridging agreements that have been in effect
     since January 1, 2007;

  -- Solutia has the right to purchase and store excess amounts
     of propylene, which would provide it more supply security
     when market conditions are tight and allow Solutia to take
     advantage of price hedging;

  -- Equistar may adjust its price for a limited quantity of
     propylene, or allow the affected quantity to be released
     from the contract if, due to significant change in market
     conditions, Solutia presents a competitive offer for the
     purchase of that quantity of propylene at a lower price and
     on similar terms from a different propylene supplier;

  -- if either party plans a substantial restructuring reduction
     in the production of propylene or usage of propylene, it
     may elect a reduction n sale/purchase of propylene by
     providing advance notice.  The reduction must be in
     increments over two years with a limit on the circumstances
     that will justify the reduction, and on the total quantity
     that can be reduced using the provision; and

  -- Equistar will provide Solutia with a higher maximum credit
     limit than it has been providing Solutia since prior to
     the commencement of the Debtors' Chapter 11 cases.

Solutia also agreed to assume the Real Estate Lease, without
modifications, and to amend and assume the U&S Agreement, with
salient terms including:

  -- the term is extended to December 31, 2010, to align it with
     the Amended Propylene Agreement;

  -- the U&S Agreement and the Amended Propylene Agreement
     contain cross termination rights.  If one party gives the
     other written notice to terminate either agreement, the
     other party can terminate the other agreement; and

  -- a performance monitoring system is provided to define
     certain performance targets covering areas of reliability,
     quality, environmental and administrative.

The Amended Benzene Sales Contract will be assumed to ensure that
Solutia has a secure supply source of the cyclohexane grade
benzene.

As part of the settlement agreement and Solutia's payment of
Equistar allowed cure claim, Solutia and Equistar will enter into
a certain letter agreement dated June 7, 2007.  Pursuant to the
Credit Agreement, Equistar will provide Solutia with payment
terms for the propylene supplied pursuant to the Amended
Propylene Agreement that are better than those in place
prepetition.   

Mr. Henes notes that the Credit Agreement:

  -- contemplates that Equistar will provide Solutia with a
     $25,000,000 credit line for Solutia's purchases from
     Equistar and Millenium;

  -- Equistar has agreed to provide Solutia with an additional
     $25,000,000 credit line, for a total of up to $50,000,000,
     contingent upon Equistar being able to obtain put option
     credit assurance through the financial services market on
     commercially reasonable terms.  Equistar and Solutia will
     share the cost of obtaining the Credit Assurance equally;
     and

  -- will provide Solutia with approximately $43,000,000 of
     additional liquidity that Solutia can use for significant
     additional working capital flexibility and a meaningful
     reduction of its interest expense.

                             Claims

Equistar filed Claim No. 5625 against Solutia for $6,013,617,
which is premised upon prepetition amounts Solutia allegedly owed
pursuant to Equistar Contracts.

Pursuant to a reclamation demand letter, dated December 17, 2003,
and a supplemental letter, dated December 19, 2003, Equistar
asserted a total of $6,539,394 for shipments of goods between
December 7, 2003, and December 16, 2003.

Millenium filed Claim No. 1041, amended by Claim No. 14733,
asserting $757,004 against Solutia.  Solutia does not dispute the
Millenium Prepetition Claim.

                      Settlement Agreement

Mr. Henes tells the U.S. Bankruptcy Court for the Southern
District of New York that the Settlement Agreement will
resolve the Metering Error Claim; Purity Credit; and the
Millenium Prepetition Claim.  Specifically:

  -- the Metering Error Claim will be set off and deducted from
     the Equistar Prepetition Claim, reducing the claim by
     $925,036;

  -- $799,938 of the Purity Credit Claim will be set off against
     the Millenium Prepetition Claim, as well as the portion of
     the Equistar Prepetition Claim not related to either the
     Contracts nor included in Equistar's $42,934 reclamation
     claim; and

  -- the remaining portion of the Purity Credit Claim will be
     set off against the Equistar Prepetition Claim, reducing it
     by an additional $573,290.

Pursuant to the Settlement Agreement, the amount of the Equistar
Prepetition Claim allowed as a cure claim will be $4,472,357,
Mr. Henes says.

Equistar has alleged that pursuant to the terms of the Propylene
Agreement, it is entitled to be paid interest at the rate of 18%
on any unpaid amounts related to the Propylene Agreement.   
Equistar has agreed to waive its claim for interest through the
settlement effective date, and the amount of the Equistar Allowed
Cure Claim does not include the interest.

Solutia will pay the Equistar Allowed Cure Claim in full within
five business days of the settlement effective date.  Solutia's
obligation to pay the Equistar Allowed Cure Claim is conditioned
upon the Credit Agreement being effective, Mr. Henes informs the
Court.

Moreover, Solutia has agreed to withdraw and dismiss the
adversary proceedings it commenced against Equistar and Millenium
with prejudice.  In the Equistar Adversary, Adversary Proceeding
No. 05-3348, Solutia sought to recover $46,444,743 in potential
preferential transfers.  Solutia sought to recover $5,870,293 in
potential preferential transfers from Millenium in Adversary
Proceeding No. 05-3349.

Mr. Henes asserts that Solutia should be authorized to enter into
the settlement agreement because:

   * the assumption of executory contracts will enable Solutia
     to continue to receive the propylene it needs to
     manufacture acrylonitrile -- AN, which is the first step in
     the multiple-step nylon manufacturing process chain that
     spans four different Solutia plant sites -- on favourable
     terms and reduce its fixed costs at the Chocolate Bayou
     Plant;

   * pursuant to the Settlement Agreement, Equistar and
     Millenium will provide Solutia with credit terms that will
     increase its liquidity by up to $43,000,000; and

   * it enables Solutia, Equistar and Millenium to amicably
     resolve various disputes on favourable terms without the
     need for protracted litigation.

Solutia seeks the Court's authority to enter into the Settlement
Agreement and assume the Executory Contracts, as amended.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured Creditors,
and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  
The Court is set to consider approval of the Disclosure
Statement describing Solutia's First Amended Reorganization
Plan on July 10, 2007.  Objections to the Disclosure Statement,
if any, are due on June 28, 2007.  The Debtors' exclusive
period to file a plan expires on July 30, 2007.  (Solutia
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


SOLUTIA INC: Recorded June 1 to 15 Claim Transfers
--------------------------------------------------
The Bankruptcy Clerk of the U.S. Bankruptcy Court for the
Southern District of New York recorded these claim transfers
from June 1, 2007, to June 15, 2007:   

                                                     Face Amount
Transferor            Transferee       Claim No.     of Claims
----------            ----------       ---------     ---------
Allied Sales &        Hain Capital         2330       $45,487
Service Co.           Holdings, LLC

Allied Sales &        Hain Capital         2331         3,372
Service Co.           Holdings, LLC

Altenahr Group Ltd.   Argo Partners           -         3,736

Andon Specialties     Argo Partners           -         3,652
Inc.

Applied Thermal       Fair Harbor             -         3,529
                       Capital, LLC
Systems Inc.           
Blue Ridge Grain &    Argo Partners       14629         8,945
Marketing Inc.

Bobcat of Greater     Debt Acquisition        -           790
Springfield           Company of
                       America V, LLC

BRI Inc.              Contrarian             -        24,047
                       Funds, LLC

Bruggemann Chemical   Argo Partners        1263        22,605
U.S.

Brusco Rich           Contrarian              -           204
                       Funds, LLC

Brusco Rich           Contrarian           3778        24,065
                       Funds

Burgess Manning Inc.  Debt Acquisition     1196           408
                       Company of
                       America V, LLC

Calabrian Corp.       Hain Capital         1236        28,672
                       Holdings, LLC

Campbell, Campbell    Argo Partners           -        20,701
& Edwards PC

Carlson-Dimond &      Fair Harbor           929         2,892
Wright Inc.           Capital, LLC

Central Machine       Hain Capital         1888        21,858
Works Inc.            Opportunities,
                       LLC

Chattowah Open        Hain Capital         1927        24,007
Land Trust            Holdings, LLC

Cintas Corporation    Fair Harbor             -         5,490
                       Capital

Cobalt Electric Inc.  Debt Acquisition      477           250
                       Company

Compressors           Argo Partners           -         2,668
Engineering Corp.

De Kalb Feeds Inc.    Fair Harbor             -         2,516
                       Capital

Dillon Supply Co.     Argo Partners        1210         4,288

Fluid Engineering     Fair Harbor             -         5,740
Inc.                  Capital, LLC

Frilot Partridge      Liquidity               -        25,989
Kohnke & Clements     Solutions, Inc.

George Rozelle &      Debt Acquisition        -         2,422
Associates Inc.       Company

George Rozelle &      Debt Acquisition        -         1,874
Associates Inc.       Company

Gulf City Body &      Liquidity            3597         5,600
Trailer Works Inc.    Solutions

Hunter Assoc Labs     Liquidity            3355         5,743
                       Solutions

Hyspan Precision      Fair Harbor             -         8,624
Products Inc.         Capital

Ionics Incorporated   Debt Acquisition        -           600
                       Company

JV Industrial         Ore Hill Hub          319       467,693
Companies, Ltd.       Fund, Ltd.

Lummus Corporation    Fair Harbor             -         6,544
                       Capital

Mallinckrodt, Inc.    Hain Capital          974        66,134
                       Holdings, LLC

McNaughton-McKay      Fair Harbor          4460         2,499
Electric Co.          Capital

Metalforms            Hain Capital          604       118,433
Incorporated          Holdings, LLC

Mitchell Engineering  Fair Harbor          4489         2,000
Inc.                  Capital

Penske Truck Leasing  Liquidity               -         1,157
Co. LP                Solutions

Precision             Sierra Asset            -         2,943
Electronics           Management

Printing Partners     Liquidity               -         5,340
                       Solutions

Promac, Inc.          Sierra Asset            -        39,732
                       Management

Riviera Utilities     Argo Partners        3696       284,054

Royalty Products      Debt Acquisition     1129         1,540
Company               Company

S. R. Hansen &        Liquidity               -         9,375
Associates            Solutions

Safety Source Inc.    Debt Acquisition        -         2,674
                       Company

Search Enterprises    Argo Partners        6189        14,375
South, Inc.

Seaway Mechanical     Hain Capital         1208        89,127
Contractors Inc.      Holdings, LLC

Southern Technical    CVI GVF (Lux)           -       149,548
Services Inc.         Master S.a.r.l.

Southwest Electric    Hain Capital         2040        43,049
Co.                   Holdings, LLC

Spectrum Systems      Debt Acquisition      737         2,231
Inc.                  Company

Sun Valley Fire       Debt Acquisition      856         1,228
Equipment             Company

Sun Valley Fire       Debt Acquisition      864           330
Equipment             Company

Tidland Corporation   Liquidity            3784         2,739
                       Solutions

Town Hall Archery     Liquidity               -         1,781
                       Solutions

Unisource Worldwide,  Contrarian            439         1,516
Inc.                  Funds

Unisource Worldwide,  Contrarian          11569       114,637
Inc.                  Funds

Unisource Worldwide   Debt Acquisition      439         1,516
Inc.                  Company

Vigilar               Liquidity               -         3,479
                       Solutions

Wal-Tech Marine       Liquidity            1607        8,682
Inc.                  Solutions

Liquidity Solutions is doing business as Revenue Management.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured Creditors,
and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  
The Court is set to consider approval of the Disclosure
Statement describing Solutia's First Amended Reorganization
Plan on July 10, 2007.  Objections to the Disclosure Statement,
if any, are due on June 28, 2007.  The Debtors' exclusive
period to file a plan expires on July 30, 2007.  (Solutia
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


SOURCE INTERLINK: Moody's Places Corporate Family Rating at B2
--------------------------------------------------------------
Moody's Investors Service has assigned a first-time B2 Corporate
Family rating to Source Interlink SCompanies Inc. in connection
with its proposed acquisition of PRIMEDIA Enthusiast Media, Inc.

Details of the assigned ratings are:

-- $300 million senior secured asset based revolving credit
    facility due 2013 -- Ba3, LGD2, 27%

-- $880 million senior secured term loan B due 2014 -- B1, LGD3,
    35%

-- $465 million senior subordinated facility due 2017 -- Caa1,
    LGD5, 89%

-- Corporate Family rating -- B2

-- Probability of Default rating -- B2

The rating outlook is stable

The B2 CFR reflects the heavy debt burden, high leverage and
integration risk which Source will assume in connection with the
PEM acquisition, as well as the thin margins, customer
concentration and pressured growth prospects faced by most of the
merged entity's product offerings.  Ratings are supported by
Source's leading market position in the magazine, CD and DVD
distribution segments, the good reputation of the magazine titles
being acquired from PEM, and the cost efficiencies which the
merged entity can expect through synergies, overhead reduction and
the development of a more vertically integrated media platform.
The rating outlook is stable.

On May 14, 2007, Source Interlink Companies Inc. announced that it
had concluded a definitive agreement to acquire approximately 76
enthusiast magazines and related offerings from PRIMEDIA Inc., in
a transaction valued at approximately $1.2 billion.  Source plans
to fund this acquisition as well as $59 million in fees payable to
lenders, legal counsel, accountants and financial advisors
including its sponsor, The Yucaipa Companies LLC with the proceeds
of $1,345 million from its fully underwritten senior secured and
subordinated credit facilities.  Although Source plans to fund the
acquisition entirely with the proceeds of debt, Yucaipa has
provided an equity commitment of up to $100 million if necessary
to conclude the acquisition.  In addition, Yucaipa has agreed to a
lockup provision whereby it will refrain from selling any of its
investment in AEC Corporation until the acquisition has closed.

Availability under the revolving credit facility will be governed
by a borrowing base of between 65% to 85% of eligible inventory
and 85% of eligible accounts receivable.  Revolver lenders will
receive a first priority lien on all inventory and accounts
receivable and a second lien on the borrower and subsidiary
capital stock and their other tangible and intangible assets.  The
term loan lenders will be granted a first priority lien over the
capital stock of the borrower and subsidiaries as well all
tangible and intangible assets, except for inventory and accounts
receivable to which they are granted a second lien security
interest. Subordinated lenders are unsecured, however they benefit
from an upstream subordinated guarantee from the operating
subsidiaries.  The subordinated facility is a bridge facility
which management expects to refinance after closing with the
proceeds of exchange notes.  There will be no financial covenants
to provide protection to creditors.  Ratings are subject to
Moody's satisfactory review of documentation, a draft of which is
currently unavailable.

Pro-forma for the acquisition of PRIMEDIA Enthusiast Media, Inc,
Source Interlink Companies will be one of the largest integrated
marketing, merchandising, publishing and fulfillment of media-
related products in the US.  Headquartered in Bonita Springs
Florida, the company reported sales of approximately $2.4 billion
for the LTM period ended April 30, 2007, pro-forma for the
acquisition.


SOUTH COAST: Fitch Downgrades Rating on $26MM Class B Notes to B
----------------------------------------------------------------
Fitch downgrades one and affirms two classes of notes issued by
South Coast Funding I, Ltd.

These rating actions are the result of Fitch's review process and
are effective immediately:

    -- $260,334,311 class A-1 notes affirmed at 'AAA';

    -- $38,000,000 class A-2 notes affirmed at 'A-';

    -- $26,000,000 class B notes downgraded to 'B'/'DR3' from
       'BB'.

South Coast I is a collateralized debt obligation managed by TCW
Investment Management Company, which closed on December 21, 2001.  
South Coast I is composed of residential mortgage backed
securities, commercial mortgage backed securities, asset backed
securities, CDOs, and real estate investment trust debt.  Fitch
has conducted cash flow modeling utilizing various default
timings, interest rate scenarios, and prepayment assumptions.  In
addition, Fitch has discussed the current state of the portfolio
with the asset manager.  As a result of this analysis, Fitch has
determined that the current ratings assigned to the class B notes
no longer reflect the current risk to noteholders.

South Coast I exited its revolving period in December 2005,
although reinvestment was permitted under the indenture through
June 30, 2006.  Since the last rating action in March 2006, the
collateral has continued to decline in credit quality affecting
various quality tests and projected cashflows.  Fitch weighted
average rating factor has increased to 20 ('BBB-'/'BB+') from 18
('BBB'/'BBB-') and continues to fail its covenant of 16
('BBB'/'BBB-').  The class A overcollateralization ratio remains
stable at 109.69% as of the May 2007 trustee report as compared to
109.0% as of the February 2006 report.  During the same period of
time the class B OC test has decreased to 100.9% from 101.59% and
started to fail its trigger level of 101.5% again.  The class A
interest coverage ratio has decreased slightly to 113.12% which is
above the trigger of 112.0%.  The class B IC has decreased to
101.28% from 103.11% and remains below the trigger level of
107.0%.  The failures of the B coverage tests have led to
additional amortization to the class A-1 notes with the interest
proceeds remaining after interest payments to the class B notes.

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


STATER BROS.: Redeems $175 Million Floating Rate Senior Notes
-------------------------------------------------------------
Stater Bros. Holdings Inc. redeemed on June 18, 2007, all
$175 million in aggregate principal amount of its outstanding
floating rate senior notes due 2010.  

The redemption price was equal to 101% per $1,000 principal amount
of such notes, plus accrued and unpaid interest to the redemption
date.

                         About Stater Bros.

Stater Bros. Holdings Inc. is a privately held supermarket chain
headquartered in Colton, California.  It operates 163 supermarkets
through its wholly owned subsidiary, Stater Bros. Markets.  Stater
Bros. Markets also owns and operates Santee Dairies, manufacturer
of quality "Heartland Farms" dairy products.

                          *     *     *

As reported in the Troubled Company Reporter on April 4, 2007,
Standard & Poor's Ratings Services revised the rating outlook on
Stater Bros. Holdings Inc. to negative from stable.  At the same
time, Standard & Poor's assigned its 'B+' rating to the company's
proposed $275 million senior notes due 2015.  All other ratings,
including the 'B+' corporate credit rating on Stater Bros., were
affirmed.


STEEL DYNAMICS: Expands Credit Facility from $350MM to $750MM
-------------------------------------------------------------
Steel Dynamics Inc. has amended, restated and expanded its senior
secured revolving credit facility from the prior $350 million
level to a renewed 5-year $750 million facility.

Subject to certain conditions, Steel Dynamics also has the
opportunity to increase the facility size by an additional
$350 million.  The amended facility is guaranteed by certain of
Steel Dynamics subsidiaries and is secured by substantially all of
its accounts receivable and inventories.  The proceeds from the
revolver will be available to fund working capital, capital
expenditures, acquisitions, share repurchases and other general
corporate purposes.

Headquartered in Fort Wayne, Indiana, Steel Dynamics Inc. (Nasdaq:
STLD) -- http://www.steeldynamics.com/-- produces a broad array  
of high-quality flat-rolled, structural and bar steels at its
three Indiana steel mini-mills and steel-processing operations.

                           *     *     *

As reported in the Troubled Company Reporter on March 30, 2007,
Moody's Investors Service assigned a Ba2 rating to Steel Dynamics
Inc.'s $400 million debt issuance.  Proceeds will be used to
refinance the $300 million of 9.5% notes maturing March 2009 and
for general corporate purposes.

At the same time, Moody's affirmed SDI's Ba1 corporate family
rating, the Ba2 rating on its existing senior unsecured bonds and
debentures, and the Ba2 rating on its convertible subordinated
notes.  The rating outlook is positive.

On March 30, 2007, issue of Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'BB+' senior unsecured rating
to the proposed $400 million senior unsecured notes of Steel
Dynamics Inc. (BB+/Stable/--) to be offered under Rule 144A with
registration rights.


SWEETSKINZ HOLDINGS: Judge Sontchi Confirms Amended Chap. 11 Plan
-----------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy
Court for the District of Delaware confirmed Sweetskinz Holdings
Inc. and its debtor-affiliate Sweetskinz Inc.'s Amended Chapter 11
Plan of Reorganization.

The Plan contemplates distribution of payments derived from the
proceeds of the DIP Loan, business operations and the sale of
1.4 million shares of new company interests.

                       Treatment of Claims

Under the Plan, Administrative and Priority Unsecured Claims will
be paid in full.

Each holder of DIP Lender Claims will receive full payment and
1.6 million in new company interest.

Secured Debenture Claims holders, totaling $6,135,238, will
recover 44%-50% of their claim through a pro rata share of new
notes in aggregate principal amount of $2.7 million and
3.4 million of new company interests.  

At the Debtors' option, Other Secured Claims holders, totaling
$56,372, will receive, either:

     a. cash equal to the amount of the holder's claim; or

     b. the collateral securing their claim.

Each holder of General Unsecured Claim will receive a pro rata
share of up to $200,000.

Additionally, Other Secured and General Unsecured Claims will
recover 100% of their claim.

Holders of Intercompany and Equity Interests claims will not
receive any distribution under the Plan.

                      About SweetskinZ Inc.

SweetskinZ Inc. -- http://www.sweetskinz.com/-- has developed     
the only manufacturing methodology which imbues pneumatic tires
with any type of durable color graphic, design or logo, adding new
and original dimensions of style to the traditional black or white
walled tire.  In addition, SweetskinZ is able to produce tires
with greatly enhanced reflectivity and tires that virtually glow
in the dark during dusk.

SweetskinZ Holdings and SweetskinZ Inc. filed for chapter 11
protection on March 5, 2007 (Bankr. D. Del. Case Nos. 07-10288 and
07-10289).  Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at
Landis Rath & Cobb LLP, represent the Debtors.  When the Debtors
sought protection from their creditors, they listed estimated
assets between $100,000 and $1 million and estimated debts between
$1 million and $100 million.


TERWIN MORTGAGE: S&P Puts Default Rating on Class B-1 Loans
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-1
from Terwin Mortgage Trust 2004-EQR1 to 'D' from 'CCC'.  

At the same time, S&P placed its 'AAA' rating on class M-1 from
this transaction on CreditWatch with negative implications.  
Additionally, the 'A' rating on class M-2 remains on CreditWatch
with negative implications, where it was placed on March 8, 2007.
     
This transaction is backed solely by nonperforming collateral,
which means that most of the loans are seriously delinquent.  
Consequently, the transaction is not generating significant cash
flow, which is typically realized from the liquidation of the
mortgage loans.  Additionally, HomeEq Servicing Corp., the
servicer, stopped advancing for these delinquent loans in March
2005.  After that distribution date, the servicer was no longer
required to advance on delinquent payments of interest and
principal.  All of the funds that support this transaction are
allocated first to pay interest then to pay principal.
     
The lowered rating on class B-1 reflects a $92,080 principal
write-down incurred by the class during the April 2007
distribution, which was followed by an interest shortfall that
occurred during the May 2007 distribution.  This write-down was
the result of prior losses that depleted the
overcollateralization.  As of the May distribution, the deal had
been paid down to 11.51% of its original principal balance and
there were 29 loans still outstanding.
     
The CreditWatch placements affecting the 'AAA' rating on class M-1
and S&P's 'A' rating on class M-2 reflect our concerns regarding
the transaction's cash flow.  S&P are concerned that these classes
may experience interest shortfalls in the near future.  A detailed
report provided by HomeEq Servicing Corp. on the individual
mortgage loans revealed that significant cash flow from the
liquidation of the mortgage loans is not likely in the coming
months.  Currently, this deal has a reserve fund that S&P expect
to help pay the interest on the certificates in a timely fashion.  
As of the May 2007 distribution date, this reserve fund had
$135,496 remaining.  Given the current performance of this
transaction, this fund will supplement interest payments for only
a short period of time.  If an interest shortfall affects these
certificates, it could be repaid from cash received from a
liquidated loan.  Additionally, interest should be paid on any
interest shortfall that occurs.
     
Standard & Poor's will continue to closely monitor classes M-1 and
M-2.  If the transaction does not generate sufficient funds to pay
the certificates and the reserve fund is further eroded, Standard
& Poor's will take further negative rating actions on these
classes.  Conversely, if enough funds are received from either the
borrowers or liquidated mortgage loans to pay timely interest to
the certificate holders in the upcoming months, S&P will affirm
the ratings on these classes and remove them from CreditWatch
negative.
     
The collateral for this transaction consists of nonperforming
fixed- and adjustable-rate mortgage loans.
   

                       Rating Lowered
   
             Terwin Mortgage Trust 2004-EQR1

                                 Rating
                                 ------
           Class          To              From
           -----          --              ----
            B-1           D               CCC


          Rating Placed on Creditwatch Negative

             Terwin Mortgage Trust 2004-EQR1

                                 Rating
                                 ------
           Class           To              From
           -----           --              ----
            M-1            AAA/Watch Neg   AAA


         Rating Remaining on Creditwatch Negative

             Terwin Mortgage Trust 2004-EQR1
           
                  Class           Rating
                  -----           ------
                   M-2             A/Watch Neg


THERMACLIME INC: Good Operating Results Cue S&P to Lift Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
ThermaClime Inc., including raising its corporate credit rating to
'B' from 'B-'.  S&P raised its rating on the $50 million senior
secured term loan to 'BB-' from 'B-', two notches above the
corporate credit rating, and revised our recovery rating to '1'
from '2'.  All ratings are removed from CreditWatch, where they
had been placed with positive implications on June 5, 2007.  The
outlook is stable.
     
"The upgrade reflects the meaningful improvement in the company's
operating results and credit measures over the past several
quarters and the expectation that this positive momentum will
continue in the near term," said Standard & Poor's credit analyst
Sean McWhorter.  "In addition, we expect that the company will be
able to maintain its improved operating performance, underscored
by increased demand for its climate control products, throughout
the intermediate term.  The ratings also reflect our expectations
that improved earnings and cash flows will be used to reduce debt,
resulting in an improved credit risk profile to a level more
consistent with a higher rating."
     
ThermaClime is the primary operating subsidiary of unrated LSB
Industries Inc., a public company, and operates within two
distinct business segments--chemicals and climate control, each
representing about 50% of revenues.
     
"We could revise the outlook to negative if demand in the
company's climate control end markets deteriorate, resulting in
decreased prospects for continued growth and profitability," Mr.
McWhorter said.  "We would consider a positive outlook if the
company's financial profile continues to demonstrate sustained
improvements because of higher production rates and margin growth
in the chemical business and continued positive volume and
earnings momentum in its climate control segment."


TRIBEWORKS INC: Inks Deal with West Coast for $5MM Debt Financing
-----------------------------------------------------------------
Tribeworks Inc. has entered into an agreement with West Coast
Opportunity Fund LLC, for $5 million in debt financing to further
expand the company's IT support business.

The financing provided by West Coast, a private fund managed by
West Coast Asset Management Inc., is at 5% per annum based on
growth milestones over an eighteen month period.  In return, WCAM
will receive 6.5 million shares of TWKS and may invest an
additional $16.9 million, for a total of $21.9 million, upon the
exercise of warrants granted to WCAM at a strike price of $2.60
per share.
    
"The company believes Tribeworks offers a best-in-class product
addressing an enormous and largely untapped market," Atticus Lowe,
chief investment officer of WCAM, stated.  "Management's track
record with companies such as Microsoft, JP Morgan, and Avanade is
outstanding, and the company is pleased to be partnering with
them."
   
The promissory notes, common stock and warrants issued in
connection with the above referenced transaction have not been
registered under the Securities Act of 1933, or any state
securities laws, and were sold in a private transaction.  These
securities may not be re-offered or resold in the United States
unless the re-offer or resale is registered or unless exceptions
from the registration requirements of the Securities Act of 1933
and applicable state laws are available.

                           About West Coast

West Coast Opportunity Fund LLC -- http://www.wcam.com-- was co-
founded in 2000 by Kinko's founder Paul Orfalea.  The company is
an independent money manager with over $500 million in assets
under management.

                        About Tribeworks Inc.

Tribeworks Inc. (OTC BB: TWKS) -- http://www.tribeworks.com/--   
through its principal subsidiary, Atlas Technology Group, provides
outsourced application software support services for clients with
large information technology functions worldwide.  The company
specializes in remotely supporting custom-built applications,
using process and monitoring systems, from data centers in Maltam
Seattle, and New Zealand.  Its head operating office is located in
Malta.

During 2006 Tribeworks Inc. substantially repositioned its
business model and objectives, to concentrate on the $220 Billion
worldwide IT support market, by selling its Tribeworks Development
Company subsidiary, and purchasing all of the assets of Atlas
Technology Group.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2007,
Williams & Webster, P.S. reported that Tribeworks Inc.'s
significant operating losses raise substantial doubt about its
ability to continue as a going concern after auditing the
company's financial statements as of Dec. 31, 2006, and 2005.


TRIUMPH HEALTH: Debt Increase Cues Moody to Affirm B2 Corp. Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Triumph Healthcare Second Holdings, LLC following the
announcement that the company would increase debt by $86 million
through an add-on to its first and second lien term loans.  
Moody's also affirmed the B1 ratings on the company's first lien
credit facilities and the Caa1 rating on the company's second lien
term loan.  Moody's understands that the incremental debt will be
used to fund the $32 million acquisition of the long-term acute
care hospital operations of Memorial Hermann Health Systems and
pay a $50 million dividend to shareholders.

Triumph has grown through a combination of acquisitions and de
novo development; however, the company is still relatively small
and therefore scale and diversity factors continue to constrain
the rating.  Moody's estimates that pro forma revenue for the
twelve months ended March 31, 2007 would have approximated $414
million, which is consistent with other healthcare enterprises in
the single B rating category.  The acquisition will also result in
an increase in the already high concentration of revenue from the
Houston, Texas market.

Triumph's reliance on Medicare revenues also leaves the company
vulnerable to changes in reimbursement regulations.  The Center
for Medicare and Medicaid Services has focused a great deal of
attention on reimbursement for LTACH services resulting in
considerable reductions in reimbursement.  While Triumph has been
able to moderately increase its net revenue per patient day over
the past year, Moody's expects continued pressure on revenue
growth as the company continues to be affected by Medicare
reimbursement changes that become effective July 1, 2007.

Further, the ratings reflect the relatively aggressive financial
policy of Triumph.  This is the second time in two years that the
company has increased financial leverage in order to fund a
dividend.  Moody's believes these transactions result in decreased
financial flexibility at a time when the company and the sector
continue to face significant pressure.  Further, Moody's believes
this indicates an appetite for operating with considerable
leverage and demonstrates that a meaningful delevering of the
company is unlikely.

Also considered in the ratings is Triumph's demonstrated ability
to maintain margins in the face of the reimbursement pressure
through increased acuity and expense management.  Additionally,
the proposed acquisition of Memorial's LTACH operations is
expected to result in continued growth, both through the
assumption of Memorial's remaining operating LTACH facility and an
affiliation agreement with the Memorial Hermann Health System.

The following summarizes Moody's ratings actions:

Ratings affirmed/LGD assessments revised:

-- Senior secured revolving credit facility due 2012, to B1
   (LGD3, 37%) from B1 (LGD3, 35%)

-- Senior secured first lien term loan due 2013 (inclusive of
    proposed $76 million add-on), to B1 (LGD3, 37%) from B1 (LGD3,
    35%)

-- Senior secured second lien term loan due 2014 (inclusive of
    proposed $10 million add-on), to Caa1 (LGD5, 88%) from Caa1
    (LGD5, 86%)

Triumph, through its subsidiaries, operates long-term acute care
hospital facilities.  As of March 31, 2007, the company operated
21 facilities in six states.  Moody's estimates that the company
recognized $370 million in revenue for the twelve months ended
March 31, 2007.


TURNING STONE: Moody's Affirms B1 Corporate Family Rating
---------------------------------------------------------
Moody's confirmed Turning Stone Casino Resorts' B1 corporate
family rating, Ba3 probability of default rating, and B1 (LGD-4,
67%) senior note rating in response to the U.S. Department of
Interior's decision last week not to withdraw the 1993 approval of
Turning Stone's compact.  As a result of that decision, the
compact remains in effect.  A stable rating outlook was assigned.

The Department of Interior's decision was based on its conclusion
that it lacked the authority to make a decision based on the fact
that no party challenged the compact within six years of its
publication, the stated amount of time that challenges to an
approved compact must be made according to the Administrative
Procedure Act.

The confirmation of Turning Stone's ratings also consider that the
State of New York and third party citizens groups, for different
reasons and to different degrees, may still find a way to
challenge the validity of Turning Stone's compact even though the
Department of Interior decision is expected to make it more
difficult for future challenges to succeed in shutting down the
Turning Stone Casino.  Turning Stone has not received any
indication from the State of New York regarding whether or not it
plans on challenging the validity of the compact.  It's not known
at this time what third party citizens groups may do in terms of
pursuing further challenges.

The assignment of a stable rating outlook considers that while
further challenges are possible, the outcome of which would be
difficult to assess at this time, decisions related to future
challenges would likely occur over the longer term and outside of
the 18-24 month ratings horizon.  However, ratings could be
negatively impacted if the State of New York decides to challenge
the validity of the compact and/or it appears that attempts by
third party citizens groups to challenge the compact might be
successful.  Ratings upside is limited until it becomes clearer on
whether or not the validity of the compact will be challenged by
the State of New York and/or third party citizens groups.  Also
considered will be the status of negotiations between the Oneida
Nation and the State of New York regarding a new compact
agreement.

This rating action concludes the review process initiated on March
21, 2007 when Moody's lowered Turning Stone's ratings and placed
the ratings on review for further possible downgrade following
notification by the Oneida Indian Nation that the U.S. Secretary
of Interior was reconsidering the 1993 approval of the gaming
compact between the Nation and the State of New York.

Turning Stone Casino Resort owns and operates a gaming and hotel
facility located approximately 30 miles east of Syracuse, NY.
Turning Stone is a business enterprise of the Oneida Indian Nation
that is located in New York.


TURNING STONE: S&P Upgrades Ratings and Removes Developing Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Turning
Stone Casino Resort Enterprise and removed them from CreditWatch,
where they were placed with developing implications on May 23,
2007.  The corporate credit rating was raised to 'B+' from 'B',
and the rating outlook is stable.
     
The one-notch upgrade reflects S&P's positive view of the
Department of Interior's June 13, 2007 determination that the
Oneida Indian Nation's 1993 compact with New York State continues
to be in effect for purposes on the Indian Gaming Regulation Act.
      
"This DOI letter removed a large part of the uncertainty regarding
the status of the compact and, therefore, improves the risk
profile of Turning Stone's operations," explained Standard &
Poor's credit analyst Ariel Silverberg.  "Notwithstanding the
positive result on this aspect of the tribe's litigation, recent
operating performance has been weak when compared with historical
trends, placing downward pressure on the rating and limiting
prospects for a further rating upgrade at this time."
     
Oneida, New York-based Turning Stone does not publicly file
financial statements; however, operating performance has been weak
in the March quarter and in the recent months when compared with
the prior-year period.  S&P view this performance as being
somewhat temporary and due, in part, to weather-related issues and
increasing gas prices.  Still, the financial profile remains solid
for the new rating.  Before taking any further positive rating
action, however, S&P would like to see the operating trend
stabilize and improve.  The recent weak operating performance is
tempered somewhat by recent capital improvements at the facility,
as well as limited competition.  While the nearby Vernon Downs
racino, which began operating video lottery terminals in October
2006, provides additional competition in the market, Vernon Downs
operates at a disadvantage due to its high tax burden.  Therefore,
S&P do not expect the racino to materially affect Turning Stone's
performance.
     
The tribe still has litigation outstanding regarding land claims,
multigame use, foreclosure claims related to property taxes, and
construction claims.  Certain of these cases, including the
Madison County and Oneida County tax foreclosure suits, have had
favorable rulings for the tribe as recently as June 2006; however,
these cases are being appealed and the final outcome is yet to be
determined.  While Standard & Poor's is not in a position to
determine the likely outcome of these issues, S&P do not view
these claims as having the potential for near-term material
downside regarding Turning Stone's business profile, given the
recent outcome of the DOI regarding the validity of the compact.  
The affirmation of the compact is expected to present a greater
hurdle for parties challenging the compact or gaming at Turning
Stone pursuant to the compact.  Any settlement payments related to
either the outstanding tax foreclosure suits or the construction
claims are expected to be manageable.


UNITED AIR: Moody's Rates Class C Certificates at B1
----------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to $275 million
of City and County of Denver, Colorado Special Facilities Airport
Revenue Refunding Bonds, Series 2007A.  In a related action,
Moody's also assigned ratings of Baa2 to the Class A, Ba2 to the
Class B and B1 to the Class C Certificates of the United Air Lines
Pass Through Certificates, Series 2007-1.

Moody's affirmed all debt ratings of UAL Corporation and its
subsidiaries, corporate family rating at B2, and the outlook
remains stable.

             Rating of the Denver Facility Bonds

The Caa1 rating on the Denver Facility Bonds is based on the
Special Facilities and Ground Lease which obligates United to pay
sufficient amounts to the City and County of Denver, Colorado to
pay the principal, premium, if any and interest on the Bonds. In
addition, United provides a direct, unconditional guaranty of full
and prompt payment on the Denver Facility Bonds.

               Ratings of the Certificates

The Certificate ratings considers the credit quality of United as
obligor, the value of the aircraft pledged as security, the credit
support provided by the liquidity facilities on the Class A and
Class B Certificates, and the additional structural features of
the transaction.  The ratings reflect Moody's opinion of the
ability of the Pass Through Trustees to make timely payment of
interest and the ultimate payment of principal at a date no later
than January 2019, the final maturity date.  Moody's also notes
that this transaction includes cross-collateralization of the
aircraft securing the individual notes underlying the transaction,
which enhances the potential recovery for investors in the event
of default, as well as a revised waterfall and cross-default at
the final maturity date of the Notes.

Structure of the United Airlines Pass Through Certificates, 2007-1
EETCs

Property of the Pass Through Trust will be Equipment Notes to be
issued by United, which will be secured by a perfected security
interest in the aircraft being financed by this transaction.  Each
aircraft will be subject to a separate indenture with a separate
loan trustee.  It is the opinion of counsel to United that the
Notes will be entitled to benefits under Section 1110 of the U.S.
Bankruptcy Code.  Under this provision, if United fails to pay its
obligations under the Notes, the collateral trustee has the right
to repossess any aircraft which have been rejected by United.

The Certificates are not obligations of, nor are they guaranteed
by, United.  However, the amounts payable by United under the
Notes will be sufficient to pay all principal and interest on the
Certificates when due.  The Class C Certificates rank junior in
priority to the Class B Certificates and the Class B Certificates
rank junior to the Class A Certificates.

Interest on the Class A Certificates and Class B Certificates will
be supported by liquidity facilities intended to pay up to three
semi-annual interest payments in the event United defaults on its
obligations under the Notes.  The liquidity facilities do not
provide for payments of principal due, and there is no liquidity
facility for the Class C Certificates.  The liquidity provider is
Morgan Stanley Senior Funding, Inc. whose obligations will be
unconditionally guaranteed by Morgan Stanley which has a Moody's
short-term rating of P-1.  The liquidity provider has a priority
claim on proceeds from liquidation ahead of any of Certificate
holders and is also the controlling party following default.

             Cross Collateralization Feature

The ratings of all Certificates benefit from cross
collateralization, because Moody's believes this feature
potentially enhances recovery prospects.  Under the cross
collateralization structure, if all aircraft are sold, then
surplus proceeds from the sale of any aircraft are made available
to cover any shortfall due under the Notes related to the sale of
any other aircraft.  All surplus proceeds will be retained until
maturity of the financing or the indentures are cancelled.  
Moody's believes expected recovery is enhanced because of:

    *  the number of aircraft,

    * that no single aircraft type comprises a substantial portion
      of the equipment pool, and

    * while there is some correlation in the value of the aircraft
      types in the transaction, there is sufficient diversity to
      produce the benefit of cross collateralization. This
      transaction was accorded the maximum rating benefit from the
      existence of cross collateralization because of the number
      of aircraft and the different types of aircraft.

            Collateral for the 2007-1 EETC

Proceeds from the sale of the Certificates will be used to
purchase Notes to finance two B767-300ER, four B777-200, four
B777-200ER and three B747-400 aircraft originally delivered to
United between 1998 and 2002.  While there is some commonality
among these aircraft as they are all long-haul widebody commercial
jets, there are some differences in terms of their current and
future usage which is reflected in their expected valuations.  The
B767-300ER is one of the most widely accepted widebody aircraft
among commercial airlines, and is generally used for long-range
flights.  The B777-200, while intended for transcontinental,
regional and international routes with cargo capacity similar to
that of the B747, has largely been superceded by the 777-200ER.
The B777-200ER has a range about 50% higher than the -200.  The
B747-400, which has been superceded by next-generation commercial
passenger aircraft, has primary value as a freighter conversion.
Moody's believes the current aircraft values are supported by
particularly strong market conditions which may be nearing the
peak of the demand cycle.  Should a downturn in the demand occur,
Moody's believes the impact on the values of the aircraft in this
transaction operating in passenger configuration would be greater
than for other aircraft types.  First, widebody aircraft would
likely have less operational flexibility than narrowbody aircraft
in a softer economic environment, and their use would likely be
discontinued sooner.  Second, these aircraft are at or near their
economic half lives. Some models have been superceded by newer,
more efficient aircraft types which is likely to generate greater
value volatility in an economic downturn.  Finally, the cost of
modification of these aircraft to cargo configuration is
significant and potentially prohibitive.

Assignments:

Issuer: Denver (City & County of) CO

-- Senior Unsecured Revenue Bonds, assigned Caa1 (LGD5, 86%)

Issuer: United Air Lines, Inc. 2007-1 Pass Through Trusts

-- Class A Certificates, Assigned Baa2
-- Class B Certificates, Assigned Ba2
-- Class C Certificates, Assigned B1

UAL Corporation which, through its primary subsidiary United
Airlines, Inc. is one of the largest airlines in the world
providing scheduled passenger service throughout North America,
Latin America, Europe and Asia, is headquartered in Chicago,
Illinois.


UNITED AIR: S&P Puts Preliminary B Rating on Class C Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB'
rating to United Air Lines Inc.'s (B/Stable/--) series 2007-1
Class A pass-through certificates, its preliminary 'BB-' rating to
the Class B certificates, and its preliminary 'B' rating to the
Class C certificates.  The expected maturity for the Class A
certificates is Jan. 2, 2022, for the Class B certificates Jan. 2,
2019, and for the Class C certificates Jan. 2, 2014.  The final
legal maturities will be 18 months after the expected maturities
for the Class A and Class B certificates only.  The issues are a
drawdown under a Rule 415 shelf registration.  Final ratings will
be assigned upon conclusion of a legal review of the
documentation.
      
"The preliminary ratings are based on United's credit quality,
substantial collateral coverage by aircraft that are important to
the airline's international operations, and on legal and
structural protections available to the pass-through
certificates," said Standard & Poor's credit analyst Philip
Baggaley.  Proceeds of the offering are being used to refinance 2
B767-300ER, 4 B777-200, 4 B777-200ER, and 3 B747-400 widebody
aircraft originally delivered to United over 1998-2002.
     
The pass-through certificates are a form of enhanced equipment
trust certificate, and benefit from legal protections afforded
under Section 1110 of the federal bankruptcy code and, in the case
of the Class A and Class B certificates, by liquidity facilities
provided by Morgan Stanley Senior Funding Inc., guaranteed by
Morgan Stanley (A+/Positive/A-1).  The liquidity facilities are
intended to cover up to three semi-annual interest payments, a
period during which collateral could be repossessed and remarketed
following any default by the airline.  As with other EETCs, the
Class A certificates rank senior to the Class B certificates,
which in turn rank senior to the Class C certificates.
     
Standard & Poor's criteria for rating EETCs start with the
airline's corporate credit rating and add credit for: The
likelihood that airline would continue to make payments in
bankruptcy in order to maintain control of the aircraft, and,If
that is not the case, credit for the possibility that full payment
could be achieved through repossession and sale of the planes or
restructuring of the obligations with the bankrupt airline.
     
The planes in this transaction are important to United's
international operations, which now represent a greater portion of
the airline's revenues following operational changes and
restructuring undertaken in Chapter 11.  United currently has no
aircraft on order, and, even when it does order new widebody
aircraft to operate its international routes, the planes in this
transaction, as relatively recent deliveries, would likely be at
lesser risk of being returned to creditors than older planes.  In
evaluating collateral quality for an EETC, S&P consider
technological risk, resale liquidity, and diversification of the
aircraft.  This transaction was scored somewhat lower on
technological risk and resale liquidity than some other recent
EETCs, based on the types of aircraft collateral.  Diversification
is a lesser consideration in judging collateral quality, but the
2007-1 collateral has reasonable diversity.
     
The 'B' corporate credit rating on United and parent UAL Corp.
(B/Stable/--) reflects United's participation in the price-
competitive, cyclical, and capital-intensive airline industry;
pricing pressure from low-cost carriers in the U.S. domestic
market; and an overall highly leveraged financial profile.  These
weaknesses are mitigated somewhat by United's extensive and well-
positioned route system and by reductions in labor costs and
financial obligations achieved in bankruptcy.  United is the
second-largest U.S. airline, with strong positions in the Midwest
and Western U.S. and on trans-Pacific routes, and a solid position
on trans-Atlantic routes.


VALENCE TECHNOLOGY: PMB Helin Raises Going Concern Doubt
--------------------------------------------------------
PMB Helin Donovan LLP of Austin, Tex., expressed substantial doubt
about Valence Technology, Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended March 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations,
negative cash flows from operations and net stockholders' capital
deficit.

The company posted a $22.2 million net loss on $16.7 million of
total revenues for the year ended March 31, 2007, as compared with
a $32.9 million net loss on $17.2 million of total revenues in the
prior year.

At March 31, 2007, the company's balance sheet showed $19.2
million in total assets and $78.5 million in total liabilities,
resulting to a $67.9 million stockholders' deficit.

                 Liquidity and Capital Resources

At March 31, 2007, the company's principal sources of liquidity
were cash and cash equivalents of $1.2 million.  The company
expects their sources of liquidity will not be sufficient for the
remaining fiscal year.  The company anticipates product sales
during fiscal 2008 from the N-Charge(R) Power System and the
battery pack for Segway, Inc., which are subject to seasonal
fluctuations and the sale of the U-Charge(R) Power System will be
insufficient to cover the company's operating expenses.

The company's use of cash from operations during fiscal 2007,
fiscal 2006 and fiscal 2005 was $20.3 million, $33.1 million and
$33.1 million, respectively.  The cash used for operating
activities during all periods was primarily for operating losses
and working capital.  Cash used for operating loss in fiscal 2007
was lower than in fiscal 2006 and 2005 primarily from the impact
of decreases in some of the operating expenses.

In fiscal 2007, the company spent net cash from investing
activities of $2.2 million primarily on property, plant, and
equipment for their China facilities.

The company obtained net cash from financing activities of $23.2
million and $32.4 million during the fiscal 2007 and 2006,
respectively.  The 2007 financing includes $8.4 million in sales
of common stock to private investors, 9.5 million in sales of
common stock to a related party, and $5 million in short term
convertible notes payable to a stockholder.

The company had a net increase in cash and cash equivalents of
$556,000 during fiscal 2007, a net decrease of $1.9 million during
fiscal 2006, and a net decrease of $192,000 during fiscal 2005.

                            Transactions

West Coast Venture Capital purchased common shares from the
company on:

  -- Feb. 1, 2007 with 657,894 shares for $1 million
  -- Jan. 18, 2007 with 662,252 shares for $1 million
  -- Dec. 27, 2006 with 613,497 shares for $1 million
  -- Dec. 15, 2006 with 549,541 shares for $1 million
  -- Aug. 15, 2006 with 534,759 shares for $1 million
  -- Aug. 3, 2006 with 1,298,702 shares for $2 million
  -- May 11, 2006 with 646,552 shares for $1.5 million
  -- Apr. 3, 2006 with 401,606 shares for $1 million

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2101

                       About Valence Technology

Headquartered in Austin, Texas, Valence Technology, Inc.
(Nasdaq: VLNC) -- http://www.valence.com/-- develops and markets  
battery systems using its Saphion(R) technology, the industry's
first commercially available, safe, large-format Lithium-ion
rechargeable battery technology.  Valence Technology holds an
extensive, worldwide portfolio of issued and pending patents
relating to its Saphion technology and lithium-ion phospate
rechargeable batteries.  The company has facilities in Austin,
Texas, Las Vegas, Nevada, and Suzhou and Shanghai, China.


VENOCO INC: Plans Public Offering for 6.1 Million Shares
--------------------------------------------------------
Venoco Inc. intends to offer 6.1 million shares of common stock to
the public through an underwritten offering.  Two selling
stockholders will offer a total of 600,000 additional shares of
common stock in the offering.  The underwriters will have the
option to purchase up to an aggregate of 1,005,000 additional
shares of common stock from the company and the selling
stockholders to cover any over-allotments.

Venoco intends to use the net proceeds from the offering to reduce
outstanding indebtedness under its revolving credit facility and
to fund capital expenditures.

Credit Suisse Securities (USA) LLC and Lehman Brothers Inc. will
act as Joint Book-Running Managers for the offering.  Copies of
the prospectus may be obtained from the offices of Credit Suisse
Securities (USA) LLC, Prospectus Department, One Madison Avenue,
New York, NY 10010, 1-800-221-1037, or Lehman Brothers, c/o
Broadridge Prospectus Fulfillment, 1155 Long Island Avenue,
Edgewood, NY 11717.

Headquartered in Denver, Colorado, Venoco Inc.  (NYSE: VQ) --
http://www.venocoinc.com/--is an independent energy company  
primarily engaged in the acquisition, exploitation and development
of oil and natural gas properties in California and Texas.  It has
regional headquarters in Carpinteria, California and in Houston,
Texas.  Venoco operates three offshore platforms in the Santa
Barbara Channel, has non-operating interests in three other
platforms, and also operates two onshore properties in Southern
California, approximately 250 natural gas wells in Northern
California and more than 100 wells in Texas.

                           *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Moody's Investors Service assigned a Caa1, LGD 4 (61%) rating to
Venoco, Inc.'s proposed $500 million second lien term loan
facility.

At the same time, Moody's affirmed Venoco's B3 Corporate Family
Rating, B3 Probability of Default Rating, Caa1, LGD 4 (61%,
changed from 64%) senior note rating, and SGL-3 Speculative Grade
Liquidity rating.  The rating outlook remains negative.

Troubled Company Reporter reported on April 25, 2007, that
Standard & Poor's Ratings Services raised the corporate credit
rating on independent exploration and production company Venoco
Inc. to 'B' from 'B-'.  In addition, a 'B-' issue rating and '3'
recovery rating (indicating the expectation of meaningful
(50%-80%) recovery of principal in the event of a payment default)
were assigned to Venoco's proposed $500 million second-lien term
loan facility.  Venoco's existing $150 million senior notes were
affirmed at 'B-' and assigned a '3' recovery rating.


WARNER CHILCOTT: Moody's Lifts SGL Rating to SGL-2 from SGL-1
-------------------------------------------------------------
Moody's Investors Service raised the speculative-grade liquidity
rating for Warner Chilcott Company, Inc. to SGL-1 from SGL-2,
indicating very good liquidity.  The Corporate Family Rating is
B2, with a positive rating outlook.

Continuation of positive cash flow trends and reduced uncertainty
related to several items potentially affecting core product
franchises could result in an upgrade of the company's Corporate
Family Rating and other ratings.

Rating upgraded:

Warner Chilcott Company, Inc.

-- Speculative grade liquidity rating to SGL-1 from SGL-2

Warner Chilcott Company, Inc. is a wholly-owned subsidiary of
Warner Chilcott Limited, a New Jersey-based, publicly-traded
company (NASD:WCRX) that markets and develops branded
pharmaceutical products focused on the U.S. women's healthcare and
dermatology markets.  Warner Chilcott Limited reported $754
million of total revenue during 2006.


WENDY'S INT'L: Moody's Cuts All Ratings & May Downgrade Further
---------------------------------------------------------------
Moody's Investors Service lowered all ratings of Wendy's
International, Inc. and placed all ratings on review for further
possible downgrade as follows;

Ratings lowered and placed on review for further possible
downgrade are;

-- Corporate family rating lowered to Ba3 from Ba2

-- Probability of default rating lowered to Ba3 from Ba2

-- Senior unsecured notes lowered to Ba3/54%/LGD-4 from
    Ba2/54%/LGD-4.

-- Senior unsecured shelf rating lowered to (P)Ba3/54%/LGD-4
    from (P)Ba2/54%/LGD-4

-- Subordinated shelf lowered to (P)B2/97%/LGD-6 from
    (P)Ba3/97%/LGD-6.

-- Preferred stock shelf lowered to (P)B2/97%/LGD-6 from
    (P)B1/97%/LGD-6.

The ratings downgrade was prompted by the company's continued weak
operating performance due in part to significant competition and
commodity cost pressures resulting in debt protection metrics that
remain weak with debt to EBITDA of over 4.5x and EBIT coverage of
interest of under 1.5 as of year-end 2006.  The ratings are
supported by Wendy's brand strength, more stable revenue stream
provided by its franchised focused business model, and a
relatively good geographic presence within the U.S.

The review for possible downgrade reflects Wendy's recent
announcement that the special committee of its board of directors
has decided to explore a possible sale of the company and is also
evaluating a possible securitization financing that could be used
by a potential acquirer.  The review also incorporates Wendy's
weaker than expected operating performance and the lowering of its
financial guidance.  A sale or capital restructuring of Wendy's
that results in a material deterioration in debt protection
metrics could result in a lowering of the company's ratings by
multiple rating levels.

Wendy's International, Inc., headquartered in Dublin, Ohio, owns
and franchises Wendy's Old Fashion Hamburger restaurants.  Total
revenues in 2006 were approximately $2.4 billion.


WENDY'S INT'L: Possible Sale Prompts S&P to Lower Ratings to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Wendy's International Inc. to
'BB-' from 'BB+'. All ratings remain on CreditWatch with negative
implications, where they were placed on April 26, 2007.  
     
The rating actions follow the Dublin, Ohio-based quick-service
operator's announcement that the Special Committee of its Board of
Directors has decided to explore a possible sale of the company.
      
"We view this action as a more aggressive financial policy that
could result in a highly leveraged capital structure and reduced
cash flow protection," said Standard & Poor's credit analyst
Diane Shand.


WHOLE FOODS: CEO Posts Blog on FTC's Challenge of Merger Deal
-------------------------------------------------------------
Whole Foods Market Inc.'s Chief Executive Officer, John Mackey,
has posted a blog about the Federal Trade Commission's attempt
to block the proposed merger between Whole Foods Market and
Wild Oats Markets Inc.

Early this month, the FTC advised Whole Foods that it will file a
complaint in the U.S. District Court for the District of Columbia
seeking to block the proposed acquisition.

The FTC also advised Whole Foods that it will ask the Court to
enter a temporary restraining order that prohibiting the company
from completing its acquisition of the shares of Wild Oats until
the Court has resolved the FTC's request for a preliminary
injunction.

According to Mr. Mackey, his blog posting provides a detailed
look into Whole Foods Market's decision-making process regarding
the merger, as well as the company's experience interacting with
the FTC staff assigned to the merger.

"I provide explanations of how I think the FTC, to date, has
neglected to do its homework appropriately, especially given the
statements made regarding prices, quality, and service levels in
its complaint.  I also provide a glimpse into the bullying
tactics used against Whole Foods Market by this taxpayer-funded
agency.  Finally, I provide answers in my FAQ section to many
of the questions that various Team Members have fielded from both
the media and company stakeholders," said Mr. Mackey.

The new blog posting by Mr. Mackey addresses:

  -- Why Whole Foods Market wants to buy Wild Oats,

  -- Whole Foods Market's Objections to the FTC's Investigation,

  -- What the FTC is Claiming in its Objections to the Merger, and

  -- FAQs

Mr. Mackey's blog can be viewed at:

             http://wholefoodsmarket.com/blogs/jm/

                       Wild Oats Merger Deal

On Feb. 21, 2007, Whole Foods Market and Wild Oats Markets entered
into a merger agreement pursuant to which Whole Foods Market
commenced a tender offer to purchase all the outstanding shares
of Wild Oats Markets at a purchase price of $18.50 per share in
cash, plus assumed debt.

The U.S. District Court for the District of Columbia had scheduled
a preliminary injunction hearing to begin on July 31, 2007, and to
conclude on Aug. 1, 2007, to decide whether to approve the FTC's
application for an injunction to block the proposed merger between
the two companies.

Whole Foods Market and Wild Oats Markets consented to a temporary
restraining order pending the hearing.

                     About Wild Oats Markets

Headquartered in Boulder, Colorado, Wild Oats Markets Inc. --
http://www.wildoats.com/-- is a natural and organic foods    
retailer in North America with annual sales of approximately
$1.2 billion.  Wild Oats Markets was founded in Boulder, Colorado
in 1987.  Wild Oats Markets currently operates 110 stores in 24
states and British Columbia, Canada under four banners: Wild Oats
Marketplace (nationwide), Henry's Farmers Market (Southern
California), Sun Harvest (Texas), and Capers Community Market
(British Columbia).

                    About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a Fortune  
500 company and the largest natural and organic foods retailer.
The company had sales of $5.6 billion in fiscal year 2006 and
currently has 191 stores in the United States, Canada and the
United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services said that while the ratings on
Whole Foods Market Inc., including the 'BBB-' corporate credit
rating, currently remain on CreditWatch with negative
implications, where they were placed on Feb. 22, 2007, S&P will
lower the corporate credit rating to 'BB+' from 'BBB-' upon
closure of its acquisition of Wild Oats Inc.  At this time,
ratings will also be removed from CreditWatch.  The outlook will
be stable.


WYNN RESORTS: Calls for $250 Mil. 6% Convertible Notes Redemption
-----------------------------------------------------------------
Wynn Resorts Limited has called for redemption on July 20, 2007,
all of the $250 million outstanding principal amount of its
6% Convertible Subordinated Debentures due 2015.

Prior to 5:00 p.m., New York City time, on July 20, 2007, holders
may convert their Debentures into shares of Wynn Resorts common
stock at a conversion price of $23 per share by following the
instructions set forth in the indenture governing the Debentures.
Cash will be paid in lieu of fractional shares.  On June 14, 2007,
the last reported sale price of Wynn Resorts common stock on the
Nasdaq Global Select Market was $94.67 per share.

Any of the Debentures not converted prior to 5:00 p.m., New York
City time, on July 20, 2007, will be automatically redeemed by
Wynn Resorts on July 20, 2007, for cash in the amount of $1,036
per $1,000 principal amount of the Debentures, plus accrued and
unpaid interest up to but not including July 20, 2007.  No further
interest will accrue on the Debentures on or after July 20, 2007.

A Notice of Redemption was mailed by U.S. Bank National
Association, the Trustee, Conversion Agent and Paying Agent for
the Debentures, to all registered holders of the Debentures.
Copies of the Notice of Redemption may be obtained from U.S. Bank
National Association by calling Ray Haverstock at (651) 495-3909.
The address of U.S. Bank National Association is 60 Livingston
Avenue, St. Paul, Minnesota 55107.

                         About Wynn Resorts

Wynn Resorts Limited (Nasdaq: WYNN) -- http://www.wynnresorts.com/  
-- together with its subsidiaries, develops, owns, and operates
destination casino resorts in the U.S.  It owns and operates Wynn
Las Vegas, a luxury hotel and destination casino resort located on
the Las Vegas Strip.

                          *     *     *

Wynn Resorts Ltd. and its wholly owned subsidiary Wynn Las Vegas
LLC carry Standard & Poor's Ratings Services' 'BB-' corporate
credit ratings.


* Sean McGuinness Joins Chadbourne & Parke as Counsel in DC Office
------------------------------------------------------------------
Chadbourne & Parke LLP has employed Sean P. McGuinness as counsel
in the Washington, DC office.  Mr. McGuinness will draw on his
experience serving major clients in his new role as a member of
Chadbourne's corporate department.
    
"Sean's 25 years of legal experience in Washington have given him
an understanding of the business and regulatory issues faced by
clients in that environment," Charles O'Neill, Chadbourne managing
partner, said.  "He is an addition to Chadbourne's practice in
Washington."
    
Mr. McGuinness, 52, recently a partner at the Washington law firm
of Fleischman & Walsh LLP, has specialized in transactional
matters for the oil and gas industry involving securities
offerings and mergers and acquisitions.  He has also represented a
wide range of corporate clients, including companies in the
telecommunications industry, on M&A transactions, public and
private securities offerings, securities law compliance, corporate
governance, negotiations of commercial transactions and the
corporate aspects of bankruptcies.
    
"Sean knows Washington inside and out, and he can guide clients
through the most complicated corporate transactions.  His
experience in key areas will greatly strengthen the firm's
corporate practice," Andrew Giaccia, Chadbourne Washington office
managing partner, said.
   
Mr. McGuinness holds a B.S, magna cum laude, in philosophy and
mathematics from Tufts University and a J.D. from Georgetown
University, where he was executive editor of The Georgetown Law
Journal.
    
                   About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- is an international law firm that  
provides a full range of legal services, including mergers and
acquisitions, securities, project finance, private funds,
corporate finance, energy, communications and technology,
commercial and products liability litigation, securities
litigation and regulatory enforcement, special investigations and
litigation, intellectual property, antitrust, domestic and
international tax, insurance and reinsurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters.  Major
geographical areas of concentration include Central and Eastern
Europe, Russia and the CIS, and Latin America.  The firm has
offices in New York, Washington, DC, Los Angeles, Houston, Moscow,
St. Petersburg, Warsaw (through a Polish partnership), Kyiv,
Almaty, Tashkent, Beijing, and a multinational partnership,
Chadbourne & Parke, in London.


* HughesWattersAskanase Adds Four Counsel to Various Practices
--------------------------------------------------------------
HughesWattersAskanase LLP recently promoted one attorney and added
three new team members in response to the continuing success of
the firm.

Janet Casciato Northrup, Esq. joined the firm in an of counsel
capacity, bringing 25 years of bankruptcy experience to complement
the firm's existing bankruptcy practice.  Ms. Northrup is
recognized as one of the top consumer bankruptcy experts in Texas.
She is certified by the Texas Board of Legal Specialization in
consumer bankruptcy law.  She has been a Chapter 7 Trustee for the
Southern District of Texas since 1986 and has been named a Super
Lawyer by Texas Monthly magazine.

Promoted from of counsel, Scott G. Camp, Esq. is the 10th partner
at the firm and has more than 20 years of experience in civil
litigation and business representation.  He has represented
plaintiffs and defendants in state and federal courts with an
emphasis on complex commercial disputes, business torts,
executive/management representation and employer-employee
relations.  His practice focuses on complex corporate and
governmental legal issues.  Previously, Mr. Camp was a shareholder
with Cotton, Bledsoe, Tighe & Dawson, P.C., in Houston.

As a new associate in the litigation practice area, James E.
Potts, Esq. represents clients in a variety of civil matters,
including commercial and consumer lending, financial transactions,
business disputes, deceptive trade practices, fraud and breach of
contract.  He is fluent in Spanish and has worked in Latin
America.  Mr. Potts began working for the firm as a summer
associate while in law school and became an associate upon his
admission to the Texas Bar in November 2006.

Jan Whaley joined the firm as a real estate paralegal for partner
Gary S. Gunn, Esq.  She received her paralegal certificate from
the University of Houston and has multiple continuing education
credits issued through Banker Systems, Inc., and Prosperity Bank.
Whaley has 10 years of experience in real estate and was
previously employed with Southern National Bank of Texas (now
Prosperity Bank) as a real estate closer for both residential and
commercial real estate transactions.

"HWA is committed to delivering superior client service, while
fostering a workplace culture centered on collaboration,
continuous improvement and respect.  Scott, Janet, Jim and Jan are
great assets to our firm and complement our existing legal and
professional team.  Each of them plays a key role in the ongoing
growth and development of our firm, and each one matches our
values and culture," said Gunn.

                   About HughesWattersAskanase

For more than 29 years, HughesWattersAskanase LLP --
http://www.hwa.com/-- has helped business organizations,  
financial institutions and individuals succeed with their business
endeavors.  The firm's attorneys play a strategic role and support
clients through every stage of existence and operation, from
formation to liquidation.  The practice focuses on the six
interrelated areas which provide the greatest opportunities and
most challenging obstacles: bankruptcy, business planning and
strategy, commercial finance, commercial real estate, consumer
financial services, and litigation.


* 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 Robert W. Laird
   Bankr. M.D. Ala. Case No. 07-10768
      Chapter 11 Petition filed June 13, 2007
         See http://bankrupt.com/misc/almb07-10768.pdf

In Re Lucky Manufacturing Company, Inc.
   Bankr. N.D. Ala. Case No. 07-81486
      Chapter 11 Petition filed June 13, 2007
         See http://bankrupt.com/misc/alnb07-81486.pdf

In Re D.&E. Limited Partnership #5
   Bankr. N.D. Ind. Case No. 07-11619
      Chapter 11 Petition filed June 13, 2007
         See http://bankrupt.com/misc/innb07-11619.pdf

In Re Luis G. Rodriguez Fernandez
   Bankr. D. P.R. Case No. 07-03264
      Chapter 11 Petition filed June 13, 2007
         See http://bankrupt.com/misc/prb07-03264.pdf

In Re The Illustrated Plumbing Supply, Inc.
   Bankr. N.D. Tex. Case No. 07-32828
      Chapter 11 Petition filed June 13, 2007
         See http://bankrupt.com/misc/txnb07-32828.pdf

In Re Meadowbrook Construction, Inc.
   Bankr. D. Ariz. Case No. 07-02755
      Chapter 11 Petition filed June 14, 2007
         See http://bankrupt.com/misc/azb07-02755.pdf

In Re Performance Line Hardware, L.L.C.
   Bankr. M.D. Fla. Case No. 07-05047
      Chapter 11 Petition filed June 14, 2007
         See http://bankrupt.com/misc/flmb07-05047.pdf

In Re Today's Fresh Catch, Inc.
   Bankr. M.D. Fla. Case No. 07-05066
      Chapter 11 Petition filed June 14, 2007
         See http://bankrupt.com/misc/flmb07-05066.pdf

In Re The House of Brown Funeral Home, Inc.
   Bankr. N.D. Fla. Case No. 07-40325
      Chapter 11 Petition filed June 14, 2007
         See http://bankrupt.com/misc/flnb07-40325.pdf

In Re Jorge Saliva Mantilla
   Bankr. D. P.R. Case No. 07-03292
      Chapter 11 Petition filed June 14, 2007
         See http://bankrupt.com/misc/prb07-03292.pdf

In Re N. Cerino & Company, Ltd.
   Bankr. D. Conn. Case No. 07-31359
      Chapter 11 Petition filed June 15, 2007
         See http://bankrupt.com/misc/ctb07-31359.pdf

In Re Rossi Distributors, Inc.
   Bankr. N.D. Ill. Case No. 07-10782
      Chapter 11 Petition filed June 15, 2007
         See http://bankrupt.com/misc/ilnb07-10782.pdf

In Re Zenus is Jewelry, Inc.
   Bankr. D. N.H. Case No. 07-11245
      Chapter 11 Petition filed June 15, 2007
         See http://bankrupt.com/misc/nhb07-11245.pdf

In Re Frederick W. Parkison
   Bankr. W.D. N.Y. Case No. 07-21575
      Chapter 11 Petition filed June 15, 2007
         See http://bankrupt.com/misc/nywb07-21575.pdf

In Re Robert Mark Milele
   Bankr. M.D. Tenn. Case No. 07-04180
      Chapter 11 Petition filed June 15, 2007
         See http://bankrupt.com/misc/tnmb07-04180.pdf

In Re Orange County Ventures, L.L.C.
   Bankr. E.D. Va. Case No. 07-11528
      Chapter 11 Petition filed June 15, 2007
         See http://bankrupt.com/misc/vaeb07-11528.pdf

In Re First Thessalonian Baptist Church, Inc.
   Bankr. M.D. Fla. Case No. 07-02577
      Chapter 11 Petition filed June 18, 2007
         See http://bankrupt.com/misc/flmb07-02577.pdf

In Re Cannon Lighting, L.L.C.
   Bankr. S.D. Ga. Case No. 07-50441
      Chapter 11 Petition filed June 18, 2007
         See http://bankrupt.com/misc/gasb07-50441.pdf

In Re Monte Wayne Puhrmann
   Bankr. N.D. Iowa Case No. 07-01080
      Chapter 11 Petition filed June 18, 2007
         See http://bankrupt.com/misc/ianb07-01080.pdf

In Re Zeus Concepts, L.L.C.
   Bankr. N.D. Ill. Case No. 07-10880
      Chapter 11 Petition filed June 18, 2007
         See http://bankrupt.com/misc/ilnb07-10880.pdf

In Re Painter Tool, Inc.
   Bankr. W.D. Penn. Case No. 07-23855
      Chapter 11 Petition filed June 18, 2007
         See http://bankrupt.com/misc/pawb07-23855.pdf

In Re Gregory Starinchak
   Bankr. W.D. Penn. Case No. 07-23860
      Chapter 11 Petition filed June 18, 2007
         See http://bankrupt.com/misc/pawb07-23860.pdf

In Re Rafael F. Rodriguez Abella
   Bankr. D. P.R. Case No. 07-03369
      Chapter 11 Petition filed June 18, 2007
         See http://bankrupt.com/misc/prb07-03369.pdf

In Re Charles D Herlien
   Bankr. W.D. Ark. Case No. 07-71849
      Chapter 11 Petition filed June 19, 2007
         See http://bankrupt.com/misc/arwb07-71849.pdf

In Re American Executives International Realty, Inc.
   Bankr. D. Ariz. Case No. 07-02837
      Chapter 11 Petition filed June 19, 2007
         See http://bankrupt.com/misc/azb07-02837.pdf

In Re Susan Clark-Levin
   Bankr. D. Conn. Case No. 07-31387
      Chapter 11 Petition filed June 19, 2007
         See http://bankrupt.com/misc/ctb07-31387.pdf

In Re Great Balls A Fire, L.L.C.
   Bankr. W.D. Ky. Case No. 07-32070
      Chapter 11 Petition filed June 19, 2007
         See http://bankrupt.com/misc/kywb07-32070.pdf

In Re Florida Star Shipping Corp.
   Bankr. D. Mass. Case No. 07-13825
      Chapter 11 Petition filed June 19, 2007
         See http://bankrupt.com/misc/mab07-13825.pdf

In Re Carson Communications Group, Inc.
   Bankr. E.D. N.C. Case No. 07-02234
      Chapter 11 Petition filed June 19, 2007
         See http://bankrupt.com/misc/nceb07-02234.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 ***