TCR_Public/070703.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, July 3, 2007, Vol. 11, No. 155

                             Headlines

AMERICAN AXLE: Fitch Holds Low-B Ratings & Says Outlook is Stable
ABRAXAS PETROLEUM: Completes $50 Million Credit Facility
ACA CLO: Moody's Rates Class E Floating Rate Notes at Ba2
ACE SECURITIES: Fitch Downgrades Ratings on Seven Cert. Classes
ADELPHIA COMMS: Rigases Prison Term to Start on August 13

ADVANCIS PHARMA: Changes Name to MiddleBrook Pharmaceuticals
AFFINION GROUP: IPO Registration Cues S&P's Developing Outlook
ALTIUS IV: Moody's Rates $2.5 Million Class E Notes at Ba1
ARGENT SECURITIES: Fitch Downgrades Rating on Class M5 to BB
ASSET BACKED: Fitch Downgrades Two Certificates' Ratings to B

ATTENTUS CDO: Fitch Affirms Rating on $16MM Class E Notes at BB
BANC OF AMERICA: Fitch Rates $2.9 Million Class X-B-5 Certs. at B
BEAR STEARNS: Fitch Rates $3.8 Million Class B-5 Certs. at B
BEAZER HOMES: Dismisses Senior VP Michael Rand Due to Violations
BERGENLINE IMAGING: Case Summary & 21 Largest Unsecured Creditors

BILLING SERVICES: Moody's Puts Corporate Family Rating at B1
BILLING SERVICES: S&P Affirms Corporate Credit Rating at B+
CALPINE CORPORATION: Negotiations with Creditors Still Ongoing
CALPINE CORPORATION: Can Assume Flint Hills Power Agreement
CCS MEDICAL: Moody's Reviews Junk Rating and May Downgrade

CHART INDUSTRIES: Lower Debt Cues S&P to Lift Rating to BB from B+
CLIFTON I: Moody's Rates $15 Million Income Notes at Ba2
COMFORCE CORP: Completes $10 Million of 12% Sr. Notes Redemption
COMSTOCK HOMEBUILDING: Completes $47.5MM Bellemeade Condo Sale
CONSECO INC: To Record $35MM Expense Over Litigation Settlement

CONSOL ENERGY: Closes $1 Billion Senior Secured Loan Agreement
CONSTELLATION BRANDS: Robert Sands Named as Chief Exec. Officer
CONSTELLATION BRANDS: Earns $29.8 Mil. in Quarter Ended May 31
CONTINENTAL BARONNE: Case Summary & 2 Largest Unsecured Creditors
CREDIT BASED: Fitch Affirms BB+ Ratings on Two Classes

CWALT INC: Fitch Rates $5.3 Million Class B-4 Certificates at B
CWALT INC: Fitch Assigns B Rating to $1.05 Mil. Class B-4 Certs.
DELHAIZE GROUP: Closes EUR500MM & $450MM Senior Notes Offering
DEUTSCHE ALT-A: Fitch Rates $7.48 Million Class M-11 Certs. at BB
DOLLAR GENERAL: Moody's Junks Rating on $600 Million Term Loan

EINSTEIN NOAH: Secures $110 Mil. Loans in Amended Credit Facility
ELCOM INTERNATIONAL: Delays Filing of 2006 Annual Results
EQUITY ONE: Fitch Junks Rating on Class B-2 Certificates
EXPEDIA INC: Offers to Repurchase 116 Million Shares for Cash
FIRST FRANKLIN: Fitch Takes Various Rating Actions on 200 Classes

FIRST FRANKLIN: Fitch Affirms Ratings on 26 Certificate Classes
FIRST FRANKLIN: Moody's Puts Ratings on Six Certs. Under Review
FIRST HORIZON: Fitch Rates $519,000 Class B-5 Certs. at B
FIRST HORIZON: Fitch Rates $1.4 Mil. 2007-A4 Class B-5 Certs. at B
FIRST HORIZON: Fitch Rates 2007-AR2 Class B-5 Certificates at B

FIRST NATIONWIDE: Fitch Retains Junk Rating on Class II-B-5 Certs.
FIRST NATIONWIDE: Fitch Junks Rating on 2004-4 Class DB3 Certs.
FORD CREDIT: S&P Rates $39.8 Million Class D Notes at BB+
FREMANTLE LIMITED: Moody's Rates Class C Variable Notes at Ba2
GAMUT REINSURANCE: Moody's Rates $60 Million Class C Notes at Ba3

GATEHOUSE MEDIA: Files Registration Statement for Public Offering
GEOEYE INC: S&P Revises Outlook to Developing from Negative
GLOBAL HOME: Can Use Madeleine's Cash Collateral Until Sept. 30
GREYSTONE HOLDINGS: Case Summary & Largest Unsecured Creditor
GS MORTGAGE: Fitch Affirms B- Rating on $14.6MM Class Q Certs.

GSI GROUP: Commences Cash Tender Offer to Buyback 12% Senior Notes
GSR MORTGAGE: Fitch Rates $1.1 Mil. Class B-5 Certificates at B
HANESBRANDS INC: Advances Planned Cost-Reduction Strategy
HANOVER INSURANCE: Fitch Says Planned Buy Won't Impact Ratings
HORIZON LINES: Good Performance Cues S&P to Lift Rating to BB-

HSPI DIVERSIFIED: Moody's Rates $6 Million Class D Notes at Ba1
IAP WORLDWIDE: S&P Cuts Rating to B- & Says Outlook is Negative
INDYMAC ABS: Fitch Junks Rating on SPMD 2002-B Class B-2 Issues
JOURNAL REGISTER: S&P Puts BB- Rating Under Negative CreditWatch
KNOLL INC: Completes $500 Million Credit Facility Refinancing

KODIAK CDO: Fitch Assigns BB Rating on $43 Mil. Class F Notes
LAMAR ADVERTISING: $287 Million of 2-7/8% Notes Tendered
LAURENCE SCOTT: Chapter 15 Petition Summary
LIMITED BRANDS: Debt Increase Cues Moody's to Lower Ratings
M. FINE LUMBER: Case Summary & 19 Largest Unsecured Creditors

MARCAL PAPER: Disclosure Statement Hearing Scheduled on July 27
MATTRESS HOLDING: S&P Removes Ratings from Negative CreditWatch
MEDICOR LTD: Case Summary & 20 Largest Unsecured Creditors
MERRILL LYNCH: Fitch Lifts Ratings on Four Certificates Classes
MORGAN STANLEY: S&P Puts B Rating on $3 Million Class A-7 Notes

MRU STUDENT: Moody's Rates $13 Million Class C Notes at Ba2
MTR GAMING: Increased Debt Cues S&P to Lower Rating to B from B+
NEWFIELD EXPLORATION: Completes $577.9 Mil. Stone Energy Buyout
NIGHTHAWK RADIOLOGY: Moody's Lowers Corporate Family Rating to B1
PARKER DRILLING: Prices $115 Million Senior Notes Public Offering

PARKER DRILLING: S&P Rates Proposed $115 Million Sr. Notes at B-
PERKINS & MARIE: Form 10-K Filing Prompts S&P to Lift Rating to B-
PETROQUEST ENERGY: Solid Performance Cues S&P to Lift Rating to B-
PORT TOWNSEND: Plan Confirmation Hearing Scheduled on Aug. 15
PRIMEDIA INC: Planned Debt Retirement Cues S&P's Positive Watch

RESIDENTIAL ASSET: Fitch Places BB- Rating on Watch Negative
RITCHIE (IRELAND): Taps Matheson Ormsby as Irish Counsel
SEA CONTAINERS: Trustee Appoints HSBC as Sole Member of Panel
SEA CONTAINERS: Wants to Settle SC Asia Intercompany Claims
SEQUOIA MORTGAGE: Fitch Holds Low-Ratings on Eight Certificates

SOLUTIA INC: Wants to Make $5 Mil. Litigation Settlement Payment
SOLUTIA INC: Wants Financial Balloting as Subscription Agent
SOUTHPARK COMMUNITY: Plan Confirmation Hearing Set on July 19
SOUTHWEST WOMEN: Case Summary & 20 Largest Unsecured Creditors
SPECTRUM BRANDS: Carries Out Management Streamlining

STANDARD AERO: Offering Cash for $200 Mil. of 8.25% Sr. Sub. Notes
STERICYCLE INC: Enhanced Performance Cues S&P's Positive Outlook
STRUCTURED ASSET: Fitch Affirms Ratings on 18 Certificate Classes
STRUCTURED ASSET: Fitch Rates $4.9 Million Class B Certs. at BB
TABERNA PREFERRED: Fitch Rates $45 Million Class B-2L Notes at BB

TCW HIGH: Notes Redemption Prompts S&P to Withdraw Ratings
TL ACQUISITIONS: S&P Lowers Rating on $300MM Credit Facility to B+
TOUSA Inc: Enters Settlement Pacts with Senior and Junior Lenders
TOUSA INC: Inks Mutual Release Settlements with Falcone/Ritchie
TOUSA INC: Randy Kotler Resigns as Principal Accounting Officer

TOYS "R" US: Improved Performance Cues S&P to Lift Rating to B
TRIBUNE CO: S&P Revises Rating on $10.1 Billion Loan to BB+
US AIRWAYS: ALPA Responds to Vacation of Senior Arbitration Award
US FOODSERVICE: S&P Withdraws Ratings at Company's Request
VENTAS INC: Inks Pact to Sell Good Samaritan for $35 Million

VICTORY MEMORIAL: Exclusive Plan Filing Period Extended to July 15
VIEWCAST CORP: Horace Irwin Retires as Senior Vice President
WHITING PETROLEUM: S&P Affirms Corporate Credit Rating at BB-

* Large Companies with Insolvent Balance Sheets

                             *********

AMERICAN AXLE: Fitch Holds Low-B Ratings & Says Outlook is Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed American Axle & Manufacturing Holdings'
Inc. ratings as:

American Axle & Manufacturing Holdings, Inc.

    -- Issuer Default Rating 'BB'.

American Axle & Manufacturing, Inc.

    -- Issuer Default Rating 'BB';
    -- Senior unsecured revolving credit facility 'BB';
    -- Senior unsecured term loan 'BB';
    -- Senior unsecured notes 'BB'.

The Rating Outlook has been revised to Stable from Negative.
Including the available portion of AXL's revolving credit
facility, Fitch's ratings affect approximately $1.5 billion of
indebtedness.

The Outlook revision to Stable reflects Fitch's expectation that
production cadence should be more consistent going forward
following the launch of the new GM truck products, a greater
potential for debt reduction from free cash generation and an
adequate liquidity cushion in the event of production shutdown.  
In addition, AXL's new business backlog with customers other than
GM continues to grow.  AXL continues to make progress with
customer, product and geographic diversification, including a
backlog of $1.1 billion in signed purchase orders and another $1
billion in requests for quotes.  AXL has historically won about
25% to 30% of its new business bids.

Fitch's ratings reflect the risks associated with AXL's dependence
on General Motors Corp., currently rated 'B' with a Rating Watch
Negative by Fitch, and in particular, GM's full and mid-size truck
segments that Fitch expects to remain under pressure in 2007.  
Partially offsetting these risks are AXL's margin performance,
solid liquidity and competitive position; the financial benefits
of recent headcount reductions; and an expected improvement in
free cash flow in 2007.  Fitch expects that free cash flow through
at least 2009 will benefit from recent restructuring activities,
reduced capital expenditure levels following an extended period of
higher costs associated with the launch of GM's GMT900 trucks and
international growth initiatives.  In addition, the new business
backlog with customers other than GM continues to grow.

Going forward, Fitch expects AXL to be at least modestly free cash
flow positive in 2007 including cash restructuring charges and
solidly positive in 2008 and 2009 due to lower capex, better
operating leverage and cost savings from restructuring actions.  
The reduced capital expenditures follow an extended period of
higher costs associated with the launch of GM's GMT900 trucks plus
international growth initiatives.  Operating leverage, which was
evident from a substantial improvement in first quarter 2007
(1Q07) margin, results from a relatively more stable production
cadence now that GM's truck production has ramped-up to normalized
volumes.  Recent restructuring activities include AXL's special
attrition program and other restructuring actions, which should
provide a future structural cost benefit to AXL in excess of
$100 million which Fitch views as reasonable.  There were 1,473
associates that agreed to participate in the special attrition
program.  The annual cost savings per employee averages nearly
$70,000 per year.  All in, including benefits, that level of
annual compensation is in-line with UAW negotiated compensation
for an automotive supplier.

AXL is heavily dependent on General Motors' pickup truck and large
SUV production (about 75% of 2006 revenue).  Sales of pickup
trucks have weakened due to a slump in the housing market while
higher fuel prices have dampened the large SUV market.  In
addition, AXL has had higher than normal capital expenditures,
launch costs and temporary operating inefficiencies associated
with the ramp-up of the new GM trucks.  Despite a 12.7% decline
from 2005 to 2006 in GM's light truck sales, AXL's 2006 revenue
was off 5.8% from $3.4 billion to $3.2 billion.  The offsets to
the decline in GM's truck sales include AXL's business with
customers other than GM and higher content on the new GM SUVs and
large pickups.  However, lower volumes and higher launch costs
brought adjusted operating income down from $105 million in 2005
to $52 million for 2006.  Cash use was $132 million in 2006 versus
a use of $56 million in the prior year, primarily due to the
special attrition program payments but also higher than normal
capital expenditures related to the launch of the new GM products.  
To fund operations, the special attrition program, other attrition
programs and $37 million in lease buyouts, AXL's total debt rose
to $672 million in 2006 from $489 million at the previous year
end.

Through a period of heavy investment and in the midst of difficult
industry conditions, AXL's debt funding has remained unsecured
while many suppliers have chosen to take advantage of attractive
secured financing arrangements.  While AXL's credit metrics are
healthy for the current rating, AXL's credit profile is
constrained by heavy reliance on a single customer and exposure to
light trucks.  For 2006 AXL's total debt to operating EBITDA was
2.6 times, total adjusted debt to operating EBITDAR was 2.9x, and
funds from operations adjusted leverage was 3.4x.


ABRAXAS PETROLEUM: Completes $50 Million Credit Facility
--------------------------------------------------------
Abraxas Petroleum Corporation has closed its $50 million credit
facility with Societe Generale.  

The credit facility is a reserve-based senior secured facility
with an initial borrowing base of $6.5 million.  In general,
borrowings under the credit facility will bear an interest  
rate based on utilization of LIBOR plus 1.5% - 2.5%.

"Even though we have zero drawn on this new credit facility, it
was put in place to provide us financial flexibility going
forward," Bob Watson, president and CEO of Abraxas, commented.  

                Promotion of Barbara Stuckey

The company also reported that Barbara M. Stuckey was elected to
serve as vice president on corporate development for Abraxas.

"I am pleased to report Barbara's promotion as she was
instrumental, from concept to closing, in the series of
transactions that we disclosed on May 25, 2007, in addition to
numerous past property and corporate transactions in which she
played an integral role over the past 10 years.  Barbara will also
serve as president of the partnership, Abraxas Energy Partners
L.P., and its associated subsidiaries and affiliates, including
the general partner, Abraxas General Partner LLC," Mr. Watson
added.

SG Americas Securities LLC acted as sole bookrunner and arranger,
and Societe Generale acted as administrative agent, for the credit
facility.

                    Capital Expenditure Budget

The company disclosed that its capital expenditure budget for the
remainder of 2007 is $16 million.  The drilling program will be
selected from the company's inventory of projects on its existing
leasehold in Texas and Wyoming.  A number of the targeted projects
represent the potential for high-impact production growth as
evidenced by the results of the Manzanita 1H in the Oates SW Field
area of Pecos County, Texas.

The company has elected to not issue production guidance, given
the nature of the high-impact potential, as a single well could
result in significantly different numbers than guidance provided.
However, the company has added 1 Mcfe per day of production per
$4,500 of capital expended.

Abraxas plans to fund its drilling program from cash flow,
including partnership cash distributions, and cash on hand.

"During the remainder of 2007, we will target the Mississippian
and Devonian formations in the Delaware Basin of West Texas and
several high-impact exploratory projects on internally generated
prospects in the Wilcox formation of South Texas.  Depending on
the permitting process in Wyoming, we may also target the Mowry
Shale in our Brooks Draw Field," Mr. Watson commented.

                About Abraxas Petroleum Corporation

Headquartered in San Antonio, Texas, Abraxas Petroleum Corporation
(AMEX:ABP) -- http://www.abraxaspetroleum.com/-- is an    
independent natural gas and crude oil exploitation and production
company with operations concentrated in Texas and Wyoming.
  
The company's balance sheet as of March 31, 2007, showed total
assets of $117.7 million, total liabilities of $139.8 million,
resulting in a total stockholders' deficit of $22.1 million.


ACA CLO: Moody's Rates Class E Floating Rate Notes at Ba2
----------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by ACA CLO 2007-1, Limited :

-- Aaa to the $259,000,000 Class A Floating Rate Notes due 2022;

-- Aa2 to the $19,250,000 Class B Floating Rate Notes due 2022;

-- A2 to the $15,750,000 Class C Deferrable Floating Rate Notes
    due 2022;

-- Baa2 to the $14,875,000 Class D Deferrable Floating Rate Notes
    due 2022 and

-- Ba2 to the $14,000,000 Class E Deferrable Floating Rate Notes
    due 2022.

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

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

ACA Management, L.L.C. will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


ACE SECURITIES: Fitch Downgrades Ratings on Seven Cert. Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these classes of Ace
Securities Corporation issues:

Series 2002-HE3:

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+;
    -- Class M-2 downgraded to 'BB' from 'BBB';
    -- Class M-3 downgraded to 'CCC/DR2' from 'B'.

Series 2003-OP1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 affirmed at 'BBB+';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6 affirmed at 'BBB-';
    -- Class B affirmed at 'BB.

Series 2005-HE3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 downgraded to 'BBB' from 'BBB+';
    -- Class M-8 downgraded to 'BBB-' from 'BBB';
    -- Class M-9 downgraded to 'BB' from 'BBB-';
    -- Class B-1 downgraded to 'BB-' from 'BB+';
    -- Class B-2 downgraded to 'B+' from 'BB'.

The mortgage pool consists of conventional, first and second lien,
adjustable- and fixed-rate residential mortgages.  The mortgage
loans were acquired by various originators, including Fremont
Investment & Loan and Ameriquest Mortgage Company.  A majority of
the loans are serviced by Ocwen Loan Servicing LLC, rated 'RPS2'
by Fitch.

The affirmations reflect an adequate relationship between credit
enhancement and expected loss and affect approximately $576.21
million in outstanding certificates.  The downgrades of classes M-
2 and M-3 of series 2002-HE3 and classes M-7 through M-9, B-1, and
B-2 of series 2005-HE3 affect approximately $74.63 million of the
outstanding certificates.

The negative rating actions reflect continued deterioration in the
relationship between CE and future loss expectations.  The
transactions affected by the downgrades are generally experiencing
monthly losses that exceed the available excess spread, resulting
in substantial deterioration of overcollateralization and
preventing the OC from maintaining its target amount.  As of the
June 2007 distribution, the OC amount for series 2002-HE3 of
$701,918 or 1.20% of the current collateral balance is below the
target amount of $3.49 million or 5.96% of the current collateral
balance.  The OC amount for series 2005-HE3 of $3.50 million or
0.87% of the current collateral balance is below the target amount
of $5.45 million or 1.35% of the current collateral balance.

The pools are seasoned from a range of 53 (series 2002-HE3) to 25
(series 2005-HE3) months.  The transactions have pool factors
(current principal balance as a percentage of original balance)
ranging from 9% (series 2002-HE3) to 38% (series 2005-HE3).


ADELPHIA COMMS: Rigases Prison Term to Start on August 13
---------------------------------------------------------
Adelphia Communications Corp. founder John Rigas and his son
Timothy, both of whom faced multiple charges on bank and
securities fraud in 2004, will spend their prison terms starting
Aug. 13, 2007, Investrend reports.

For the last three years the pair has remained free on bail.  John
Rigas will spend 15 years in jail pursuant to 2004 sentences on
bank fraud.  Timothy Rigas, meanwhile, will spend 20 years for
hiding $2.3 billion in debt from shareholders, relates Investrend.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on
June 25, 2002.  Those cases are jointly administered under case
number 02-41729.  Willkie Farr & Gallagher represents the Debtors
in their restructuring efforts.  PricewaterhouseCoopers serves as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates' chapter 11 cases.

The Court confirmed the Debtors' First Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Feb. 13, 2007.


ADVANCIS PHARMA: Changes Name to MiddleBrook Pharmaceuticals
------------------------------------------------------------
Advancis Pharmaceutical Corporation has changed its name to
MiddleBrook Pharmaceuticals Inc.  The name change, effective
immediately, was completed pursuant to the company's jointly
submitted Permanent Injunction and Order with sanofi-aventis of
Oct. 27, 2006, whereby the company agreed to cease using the
Advancis name by June 30, 2007.
    
"All elements of the company's business and future strategy remain
unchanged," Dr. Edward Rudnic, MiddleBrook president and CEO,
said.  "As we move forward under the new MiddleBrook name, we
expect to continue to execute upon our laid-out plan of supporting
our Amoxicillin PULSYS regulatory filing currently under FDA
review, marketing our branded Keflex antibiotic franchise, and
positioning our other PULSYS product candidates for further
development."
    
In addition, the company is continuing its process to explore
strategic alternatives.
        
MiddleBrook Pharmaceuticals Inc. (Nasdaq: MBRK) fka Advancis
Pharmaceutical Corporation develops and commercializes anti-
infective drug products for infectious disease.  It is developing
a portfolio of drugs based on its novel biological finding that
bacteria exposed to antibiotics in front-loaded, sequential
bursts, or pulses, are killed more efficiently than those exposed
to standard antibiotic treatment regimens.

                       Going Concern Doubt

PricewaterhouseCoopers LLP raised substantial doubt about Advancis
Pharmaceutical Corporation's ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, and 2005.  PwC pointed to the company's
recurring losses from operations and insufficient liquidity to
fund its ongoing operations.


AFFINION GROUP: IPO Registration Cues S&P's Developing Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on direct
marketer Affinion Group Inc. to developing from negative and
affirmed the ratings, including the 'B+' corporate credit rating,
on the company.
     
The outlook revision followed the filing of a registration
statement for an IPO by parent company Affinion Group Holdings
Inc.; the company expects that this will include a portion of the
shares currently held by Apollo Management L.P. Proceeds of the
IPO will be used to repay certain debt and preferred stock and to
make payments to the selling shareholders.
     
"We expect that the IPO, if consummated, will significantly lower
Affinion's debt leverage," said Standard & Poor's credit analyst
Deborah Kinzer.  "However, we remain concerned about continuing
membership declines and the possibility that management may seek
to spur growth through debt-financed acquisitions."
     
The rating on Affinion reflects some affinity partner
concentration concerns, competitive pressures in the membership
marketing business, and high financial risk.  These factors are
only partially offset by the company's leading position in
membership marketing, recurring revenue streams from renewals, and
positive discretionary cash flow.


ALTIUS IV: Moody's Rates $2.5 Million Class E Notes at Ba1
----------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Altius IV Funding, Ltd:

-- Aaa to the $644,850,000 Class A-1F Floating Rate Notes Due
    2042;

-- Aaa to the $644,850,000 Class A-1B Floating Rate Notes Due
    2042;

-- Aaa to the $300,000 Class A-1V Floating Rate Notes Due 2042;

-- Aaa to the $50,000,000 Class A-2a Floating Rate Notes Due
    2042;

-- Aaa to the $55,000,000 Class A-2b Floating Rate Notes Due
    2042;

-- Aa2 to the $66,000,000 Class B Floating Rate Notes Due 2042;

-- A2 to the $19,500,000 Class C Floating Rate Deferrable Notes
    Due 2042;

-- Baa2 to the $12,000,000 Class D Floating Rate Deferrable Notes
    Due 2042; and

-- Ba1 to up to $2,500,000 Class E Floating Rate Deferrable Notes
    Due 2042.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Residential Mortgage-
Backed Securities, Commercial Mortgage-Backed Securities, Asset-
Backed Securities, CDO Securities and Synthetic Securities in the
form of credit default swap transactions with respect to which the
Reference Obligations are Residential Mortgage-Backed Securities,
Commercial Mortgage-Backed Securities, Asset-Backed Securities,
CDO Securities and Synthetic Securities due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

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


ARGENT SECURITIES: Fitch Downgrades Rating on Class M5 to BB
------------------------------------------------------------
Fitch affirms two, downgrades one, and places three classes on
Rating Watch Negative from Argent Securities Inc. home equity
trust, 2003-W4, as:

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 rated 'BBB+', placed on Rating Watch Negative;
    -- Class M4 rated 'BBB', placed on Rating Watch Negative;

    -- Class M5 downgraded to 'BB' from 'BBB-', placed on Rating
       Watch Negative.

The underlying collateral consists of fully amortizing 15- to 30-
year fixed- and adjustable-rate mortgages extended to subprime
borrowers secured by first liens, primarily on one-to-four family
residential properties.  All of the mortgage loans were either
originated or acquired by Argent Mortgage Company, LLC and Olympus
Mortgage Company.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$48.98 million in outstanding certificates.

The classes with negative rating actions reflect the deterioration
in the relationship of credit enhancement to future loss
expectations and affect $7.6 million in outstanding certificates.  
As of the June 2007 remittance period, the trust has experienced
six consecutive months of losses exceeding excess spread.  The
impact of the losses has decreased the overcollateralization by
1.04% in six months.  The decline in OC has added negative
pressure to the subordinate bonds.

The loans are being serviced by Ameriquest Mortgage Company, which
is rated 'RSP3+' by Fitch.


ASSET BACKED: Fitch Downgrades Two Certificates' Ratings to B
-------------------------------------------------------------
Fitch Ratings has taken rating actions on these Asset Backed
Securities Corporation mortgage pass-through certificates:

Series 2002-HE1:

    -- Class M1 affirmed at 'AA+';
    -- Class M2 rated 'A+', is placed on Rating Watch Negative;
    -- Class B downgraded to 'B' from 'BBB-', and is placed on
       Rating Watch Negative.

Series 2003-HE1:

    -- Class M-2 affirmed at 'A';
    -- Class M-3 downgraded to 'B' from 'BB-';
    -- Class M-4 remains at 'C/DR5'.

Series 2005-HE5:

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA+';
    -- Class M3 affirmed at 'AA';
    -- Class M4 affirmed at 'AA-';
    -- Class M5 affirmed at 'A+';
    -- Class M6 affirmed at 'A';
    -- Class M7 affirmed at 'A-';
    -- Class M8 affirmed at 'BBB+';
    -- Class M9 affirmed at 'BBB';
    -- Class M10 affirmed at 'BBB-';
    -- Class M11 affirmed at 'BB+';
    -- Class M12 downgraded to 'B' from 'BB'.

The collateral in the aforementioned trusts consists primarily of
subprime, fixed-rate and adjustable-rate mortgage loans secured by
first- and second-liens on one- to four-family residential
properties.  The majority of the loans were originated by New
Century, Long Beach, Option One, and WMC Mortgage Corp.  The loans
are serviced by Long Beach Mortgage Corp., Countrywide Home Loans,
Inc. (rated 'RPS1' by Fitch), and Select Portfolio Servicing, Inc.
(rated 'RSP2' by Fitch).

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$441.71 million in outstanding certificates.  The negative rating
actions reflect deterioration in the relationship between CE and
expected losses, and affect approximately $44.43 million in
outstanding certificates.

For series 2002-HE1, the average losses have been greater than
their respective excess spread amounts by approximately $260,000.  
This has reduced the overcollateralization amount to
$1,709,577.40, or $3,040,423 off its target of $4,750,001.  
Realized losses have been greater than respective excess spread
amounts for 10 of the last 12 months.  Fitch expects the OC amount
to continue to decrease.

For series 2003-HE1, in the distribution month of June 2007, the
OC amount has been reduced to zero and the M-4 bond defaulted.  As
the trust continues to realize losses, the CE levels for M-3 are
expected to decrease, therefore creating negative rating pressure
on this class.

For series 2005-HE5, the OC amount has been off its target amount
for 10 of the past 12 months, all prior to the transaction's
stepdown.  In addition, more than half of the loans that are 60+
delinquent are concentrated in the FC and REO buckets.

The transactions have pool factors that range from 6% to 36%, and
are seasoned in a range of 24 months and 65 months.  The
cumulative losses range from approximately 1.02% to 2.72%.


ATTENTUS CDO: Fitch Affirms Rating on $16MM Class E Notes at BB
---------------------------------------------------------------
Fitch has affirmed eight classes of notes issued by Attentus CDO I
Ltd. /LLC.  These affirmations are the result of Fitch's review
process and are effective immediately:

    -- $280,000,000 class A-1 notes at 'AAA';
    -- $20,000,000 class A-2 notes at 'AAA';
    -- $65,000,000 class B notes at 'AA';
    -- $10,000,000 class C-1 notes at 'AA-';
    -- $35,000,000 class C-2A notes at 'A';
    -- $30,000,000 class C-2B notes at 'A';
    -- $20,000,000 class D notes at 'BBB';
    -- $16,000,000 class E notes at 'BB'.

Attentus I is a collateralized debt obligation that closed May 2,
2006 and is managed by Attentus Management Group, LLC.  The notes
are supported by the cash flows of a portfolio consisting of trust
preferred securities, secured loans, and subordinated debt issued
by real estate investment trusts, real estate operating companies,
and homebuilders.  In addition, a portion of the Attentus CDO I
portfolio is comprised of single-property loans and commercial
mortgage-backed securities.  Attentus I will exit its reinvestment
period in May 2010.

Since close, the portfolio has continued to perform with minimal
credit migration.  As of the May 31, 2007 trustee report, the
Class A/B, C, D and E overcollateralization ratios remain
unchanged at 137.45%, 114.02%, 109.89% and 105.40%, respectively
and continue to pass their performance test triggers of 124%,
106.6%, 103.7% and 101%.  There are currently no deferred or
defaulted assets in the portfolio.

The ratings of the class A-1, A-2 and B Notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
principal amount by the stated maturity date.  The ratings for
classes C-1, C-2A, C-2B, D and E address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the aggregate
principal amount by the stated maturity date.


BANC OF AMERICA: Fitch Rates $2.9 Million Class X-B-5 Certs. at B
-----------------------------------------------------------------
Fitch rates Banc of America Funding Corporation's mortgage pass-
through certificates, series 2007-5, as:

Crossed Loan Group:

    -- $454,508,856 classes 1-A-R, 1-A-1, 1-A-2, 2-A-1 through
       2-A-4, 3-A-1, 3-A-2, 4-A-1 through 4-A-5, 5-A-1, 5-A-2,
       6-A-1, 6-A-2, A-IO, A-PO, and C-A-1 through C-A-15 senior
       certificates 'AAA';

    -- $15,971,000 class X-B-1 'AA';
    -- $6,879,000 class X-B-2 'A';
    -- $5,159,000 class X-B-3 'BBB';
    -- $3,440,000 class X-B-4 'BB';
    -- $2,948,000 class X-B-5 'B'.

Group 7:

    -- $47,199,386 classes 7-A-1 through 7-A-5 senior certificates
       'AAA'.

The 'AAA' ratings on the Crossed Loan Group senior certificates
reflect the 7.50% subordination provided by the 3.25% class X-B-1,
1.40% class X-B-2, 1.05% class X-B-3, 0.70% privately offered
class X-B-4, 0.60% privately offered class X-B-5 and 0.50%
privately offered class X-B-6. Class X-B-6 is not rated by Fitch.

The 'AAA' ratings on the Group 7 senior certificates reflect the
13.65% subordination provided by the 8.15% class 7-B-1, 1.70%
class 7-B-2, 1.10% class 7-B-3, 1.15% privately offered class 7-B-
4, 0.90% privately offered class 7-B-5 and 0.65% privately offered
class 7-B-6.  Classes 7-B-1 through 7-B-6 are not rated by Fitch

This transaction contains certain classes designated as
Exchangeable real estate mortgage investment conduit certificates
and Exchangeable Certificates.

Exchangeable REMIC Certificates: 2-A-2, 4-A-1, 4-A-2, 7-A-1, 7-A-
2, 7-A-3, C-A-2, C-A-3, C-A-4, C-A-5, C-A-6 and C-A-7
Exchangeable Certificates: 4-A-5, 7-A-4, 7-A-5, C-A-10, C-A-11, C-
A-12, C-A-13, C-A-14 and C-A-15

All other classes are regular certificates.

All or a portion of certain classes of offered exchangeable REMIC
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered exchangeable REMIC certificates in the same manner.  This
process may occur repeatedly.  The classes of offered exchangeable
REMIC certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.  Offered exchangeable REMIC certificates and
exchangeable certificates in any combination may be exchanged only
in the proportions shown in the governing documents.  Holders of
exchangeable certificates will be the beneficial owners of a
proportionate interest in the certificates in the related
combination group and will receive a proportionate share of the
distributions on those certificates.

With respect to any distribution date, the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable certificates in any exchangeable combination on such
distribution date will be identical to the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable REMIC certificates in the related REMIC combination
on such distribution date.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the master servicing capabilities of Wells Fargo Bank, N.A.
(rated 'RMS1' by Fitch).

The Crossed Loan Group collateral consists of 1,610 fully
amortizing, fixed interest rate, first lien mortgage loans, with
original terms to maturity of 120 to 360 months.  The aggregate
unpaid principal balance of the pool is $491,363,154 as of June 1,
2007 and the average principal balance is $305,194.  The weighted
average original loan-to-value ratio of the loan pool is
approximately 76.21; approximately 8.83% of the loans have an OLTV
greater than 80%.  The weighted average coupon of the mortgage
loans is 6.76% and the weighted average FICO score is 703.  Cash-
out and rate/term refinance loans represent 43.77% and 17.89% of
the loan pool, respectively.  The states that represent the
largest geographic concentration are California (35.52%), Florida
(12.62%), New York (8.27%) and Illinois (6.15%).  All other states
have a concentration of less than 5%.

The Group 7 collateral consists of 191 fully amortizing, fixed
interest rate, first lien mortgage loans, with original terms to
maturity of 420 months.  The aggregate unpaid principal balance of
the pool is $54,660,570 as of the cut-off date and the average
principal balance is $286,181.  The weighted average OLTV of the
loan pool is approximately 78.40; approximately 18.91% of the
loans have an OLTV greater than 80%.  The WAC of the mortgage
loans is 7.04% and the weighted average FICO score is 692.  Cash-
out and rate/term refinance loans represent 40.08% and 28.06% of
the loan pool, respectively.  The states that represent the
largest geographic concentration are California (29.66%), Florida
(20.43%), New York (10.93%) and Virginia (5.14%).  All other
states have a concentration of less than 5%.


BEAR STEARNS: Fitch Rates $3.8 Million Class B-5 Certs. at B
------------------------------------------------------------
Bear Stearns ARM Trust, Mortgage-Pass-Through Certificates, Series
2007-2 are rated by Fitch Ratings as:

    -- $1,021,418,000 classes I-A-1 and I-A-2, II-A-1 and II-A-2,
       III-A-1 and III-A-2, IV-A-1 and IV-A-2, and non-offered
       notional balance class X 'AAA' ('senior certificates');

    -- $36,402,000 non-offered class B-1 'AA';

    -- $9,780,000 non-offered class B-2 'A';

    -- $7,063,000 non-offered class B-3 'BBB';

    -- $4,890,000 non-offered class B-4 'BB'; and

    -- $3,803,000 non-offered class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 6.00%
subordination provided by the 3.35% class B-1, the 0.90% class B-
2, the 0.65% class B-3, the 0.45% class B-4, the 0.35% class B-5,
and the 0.30% class B-6.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the master servicing
capabilities of Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch
Ratings).

The transaction is secured by conventional one-to-four family,
adjustable rate mortgage loans secured by first liens on
residential real estate properties.  The primary originators are
Countrywide Home Loans, Inc. (60.2%) and Wells Fargo Bank, N.A.
(26.6%).

The mortgage loans have an aggregate principal balance of
$1,086,615,227 as of the cut-off date (June 1, 2007) an average
balance of $422,479 a weighted average remaining term to maturity
of 351 months, a weighted average original loan-to-value ratio of
74.10% and a weighted average coupon of 6.358%.  Cash-out
refinances account for 28.16% of the loans.  The weighted average
FICO credit scores of the loans is 725.  Owner occupied properties
comprise 78.86% of the loans.  The states that represent the
largest geographic concentration are California (46.14%), Florida
(7.38%), Arizona (5.54%), and Washington (5.01%).  All other
states represent less than 5% of the outstanding balance of the
pool.


BEAZER HOMES: Dismisses Senior VP Michael Rand Due to Violations
----------------------------------------------------------------
Beazer Homes USA, Inc. disclosed that Michael T. Rand has been
terminated for cause, on June 27, 2007, under the terms of his
employment agreement, due to violations of the company's ethics
policy stemming from attempts to destroy documents in violation of
the company's document retention policy.  The action was taken by
the Board of Directors and management following a briefing by the
independent legal counsel retained by the Audit Committee of the
Board of Directors.

As reported in the Troubled Company Reporter on May 9, 2007
Beazer Homes disclosed in a regulatory filing that the U.S.
Securities and Exchange Commission has conducted an informal
inquiry to determine whether any person or entity related
to the company has violated federal securities laws.

The Audit Committee, with the assistance of independent legal
counsel, was conducting an internal investigation of the company's
mortgage origination business and related matters and recently
became aware of Mr. Rand's actions during that investigation.  As
a result, Mr. Rand's employment agreement dated as of Sept. 1,
2004 as amended effective as of Feb. 3, 2006, has terminated.  
Until his termination, Mr. Rand served as the Senior Vice
President and Chief Accounting Officer of the company.

                        About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is one of the country's ten largest   
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers.

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Moody's Investors Service lowered Beazer Homes USA, Inc.'s
corporate family rating to Ba2 from Ba1 and the ratings on the
company's senior notes to Ba2 from Ba1.  The ratings outlook is
negative.


BERGENLINE IMAGING: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Bergenline Imaging Center, LLC
        400-02 43rd Street
        Union City, NJ 07087

Bankruptcy Case No.: 07-19200

Type of Business: The Debtor offers medical imaging services.

Chapter 11 Petition Date: June 29, 2007

Court: District of New Jersey

Judge: Morris Stern

Debtor's Counsel: Richard Honig, Esq.
                  Hellring, Lindeman, Goldstein & Siegal LLP
                  One Gateway Center, 8th Floor
                  Newark, NJ 07102
                  Tel: (973) 621-9020

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 21 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
Bergenline X-Ray                             $2,600,000
Diagnostic Center
108 Old Tappan Road
Old Tappan, NJ 07675

First Bank Americano                           $465,000
339 North Broad Street
Elizabeth, NJ 07208

NJ Department of Health & Senior Services      $400,000
c/o Joseph A. Zola
120 South Stockton St., Lower Level
Trenton, NJ 08611

Joseph Ginate, Esq.                            $188,000

Darsham Shah, M.D.                             $120,000

DeLage Landen                                   $80,000

TD Bank North                                   $79,448

RSVP Consulting                                 $70,055

G.E. Healthcare Financial Systems               $54,672

Petro Rodriguez                                 $47,000

Hitachi Medical Systems                         $35,000

Konica Minolta Business Solutions US            $26,000

Citi Capital                                    $16,125

Gary Tannenbaum, CPA                            $14,218

Medrad Inc.                                     $12,066

Siemens Medical Solutions                        $7,274

Thomson-West                                     $4,500

Dell Financial Services                          $3,500

St. John Companies                               $2,129

Eastman Kodak Company                            $1,953

Carestream Health, Inc.                          $1,953


BILLING SERVICES: Moody's Puts Corporate Family Rating at B1
------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating, a
B1 Probability of Default Rating and a B1 rating to the proposed
$115 million first lien credit facility of Billing Services Group
North America, Inc.  The $115 million first lien credit facility
will be comprised of a $105 million term loan and a $10 million
revolving credit facility.  Concurrently, Moody's withdrew the B1
Corporate Family Rating and B1 Probability of Default Rating of
Billing Services Group Limited, BSG's holding company parent.  The
rating outlook is stable.

BSG Limited entered on April 2007, into an agreement to sell its
European wireless businesses to Syniverse Technologies, Inc. for
$290 million in cash.  BSG Limited expects to use the proceeds
from the BSG Wireless sale and the proposed $105 million term loan
facility to repay in full indebtedness under the existing first
and second lien credit facilities of its subsidiaries and to fund
a one-time dividend to shareholders of about $115 million.  The
$10 million revolving credit facility is expected to be undrawn at
closing.

Moody's expects to withdraw the ratings on the existing secured
credit facilities of BSG and BSG Clearing Solutions GmbH (an
indirect wholly-owned German operating subsidiary of BSG Limited)
upon the closing of the refinancing.

Although leverage and cash flow metrics will improve substantially
pro forma for the BSG Wireless sale and the new financing, the B1
Corporate Family Rating is constrained by decreased geographic and
service line diversification, declining revenues and profitability
in the North American wireline business and the continuing shift
towards wireless and internet telephony.  The ratings are
supported by a leading position in a niche market segment and high
barriers to entry for competitors.

The ratings could be pressured if the company increases leverage
in connection with a further large dividend, share repurchase or
acquisition.

These ratings were assigned to BSG:

-- $105 million senior secured term loan due 2014, rated B1
    (LGD 3, 44%)

-- $10 million senior secured revolver due 2013, rated B1
    (LGD 3, 44%)

-- Corporate Family Rating, rated B1

-- Probability of Default Rating, rated B1

These ratings of BSG Limited were withdrawn:

-- Corporate Family Rating, rated B1
-- Probability of Default Rating, rated B1

The stable outlook anticipates an approximately 10% organic
decline in revenues in 2007.  Pro forma credit metrics in 2007 are
expected to be strong for the rating category and should benefit
from a significant reduction in corporate expenses.  Moody's
expects a moderate decline in profitability and a weakening of
credit metrics during 2008.

BSG Limited, through its subsidiaries, is a global provider of
billing, settlement, payment, clearing and risk management
solutions to communication service providers.  The company is
publicly traded on the AIM market of the London Stock Exchange.
Revenue for the year ended Dec. 31, 2006 was about $179 million.

BSG, a wholly-owned subsidiary of BSG Limited, is a leading
provider of clearing, settlement, payment and financial risk
management solutions to communication service providers in the
United States.  Headquartered in San Antonio, Texas, BSG's revenue
for the year ended Dec. 31, 2006 was about $136 million.


BILLING SERVICES: S&P Affirms Corporate Credit Rating at B+
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on San Antonio, Texas-based Billing Services Group
Ltd.  The rating was removed from CreditWatch, where it was placed
with negative implications on Jan. 23, 2007, following the
company's announcement that it was in early stage discussions
concerning numerous potential strategic options.  The rating
outlook is stable.
     
At the same time, Standard & Poor's assigned its issue level and
recovery ratings to Billing Services Group North America Inc.'s
proposed $115 million senior secured bank facility, which will
consist of a $10 million revolver (due 2013) and a $105 million
term loan (due 2014).  BSG North America is a wholly owned
subsidiary of BSG.  The loan was rated 'B+' with a recovery rating
of '3', indicating the expectation for meaningful (50%-70%)
recovery in the event of a payment default.  Proceeds from the
proposed term loan, along with a portion of proceeds from the $290
million sale of the European wireless business to Syniverse
Technologies Inc. (BB-/Stable/--), will be used to retire existing
debt and cover transaction fees and expenses.  The remainder of
the sale proceeds will fund an approximately $115 million dividend
to shareholders.  This transaction remains contingent upon
European regulatory approval, which may delay the timing of its
closing.
      
"The affirmation of the 'B+' corporate credit rating reflects the
moderately leveraged financial profile of BSG's remaining North
American wireline business, despite the fact that the sale of the
European wireless business substantially reduces the company's
business diversity and eliminates its primary growth driver," said
Standard & Poor's credit analyst Ben Bubeck.  "Furthermore, while
leverage is about 4x, based on 2006 performance, we expect this
metric to improve to closer to 3x as cost-containment efforts
around the remaining business are implemented and the impact of
recent acquisitions is fully realized.  While leverage is
currently low for the rating, BSG's strategy has changed several
times over the past few years, and our rating allows the company
flexibility to continue to evolve its strategies."
     
The 'B+' rating reflects BSG's narrow addressed market, potential
challenges associated with operating in an evolving and
consolidating marketplace, and changes in business strategy.  A
dominant position in the company's addressed niche market, solid
revenue visibility, and expectations for stable operating margins
and moderate debt leverage are partial offsets.


CALPINE CORPORATION: Negotiations with Creditors Still Ongoing
--------------------------------------------------------------
Calpine Corporation continues to engage in talks and negotiations
with its creditors to arrive at a plan of reorganization that
will satisfy opposing views on the company's proposed value,
Richard M. Cieri, Esq., at Kirkland & Ellis, LLP, in New York,
the company's counsel, told Bloomberg News.

"Valuation is still up in the air," Mr. Cieri told U.S.
Bankruptcy Judge Lifland.

To recall, Calpine and its debtor affiliates have delivered to
the Court a Plan of Reorganization on June 20, 2007.  The Plan
provides for the full payment of unsecured claims, and the
issuance of new Calpine common stock.

According to papers filed with the Court, the official committee
of unsecured creditors thinks Calpine's proposed valuation is too
high while the official committee of equity holders thinks it is
too low.  The unsecured creditors committee and the equity
committee say they do not support Calpine's plan in its present
form, Bloomberg relates.

Calpine has reached some agreements with the unsecured creditors
committee and the company intend to file an amended plan to
incorporate that agreement, according to Bloomberg.

                     About Calpine Corporation

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 53 Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or     
215/945-7000).


CALPINE CORPORATION: Can Assume Flint Hills Power Agreement
-----------------------------------------------------------
Calpine Corporation and its debtor-affiliates obtained the U.S.
Bankruptcy Court for the Southern District of New York's authority
to assume a power purchase agreement with Flint Hills Resources,
L.P., as amended.

In May 2005, Debtor Calpine Power America, L.P., and Flint Hills
entered into the PPA for the Debtors to supply all of Flint
Hill's energy requirement to sustain its Facility in Nueces
County, Texas.

The Debtors commenced negotiations to amend the PPA in March 2007
to provide for:

  -- an increase in the capacity charge of the energy sold to
     Flint Hills and a two-year extension of the term of the
     Agreement until December 31, 2009;

  -- the utilization of the "Wholesale Market Index" if the
     parties are unable to agree on the pricing for the period
     of renewal of the PPA.

Deanna D. Boll, Esq., at Kirkland & Ellis LLP, in New York, tells
the Court that the Amendment will operate to increase the
Debtors' cash flow by approximately $2,800,000, which amount
constitutes a significant gain to the gross margins of the
Debtors' current business plan.

The Debtors also sought and obtained the Court's approval to file
copies of several Confidential Exhibits and the Amended PPA under
seal.  Ms. Boll emphasizes that the PPA and its Amendment contain
proprietary and highly confidential information, including
commercial information and pricing structures.

"The public disclosure of [that] information . . . would harm the
parties to the agreements," Ms. Boll says.  "Giving the public
access to the highly confidential information could impact the
Debtors' negotiations with counterparties at their other
projects."

Judge Lifland restricts access of the Confidential Exhibits the
U.S. Trustee and advisors for the Debtors' postpetition financing
lenders, the Official Committee of Equity Security Holders, the
Official Committee of Unsecured Creditors, the Unofficial
Committee of the Second Lien Debtholders, and Wilmington Trust
Company as collateral agent to the CalGen Lenders.

The Court directs the Limited Notice Parties to refrain from
disclosing the contents of the Confidential Exhibits to any party
whatsoever.

                     About Calpine Corporation

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 53 Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or     
215/945-7000).


CCS MEDICAL: Moody's Reviews Junk Rating and May Downgrade
----------------------------------------------------------
Moody's Investors Service placed CCS Medical Inc.'s Caa1 Corporate
Family Rating under review for possible upgrade.  This rating
action is based on Moody's belief that the company's financial
flexibility will improve if it can complete an initial public
offering of common stock and refinance its existing debt.  Moody's
affirmed the ratings on the existing bank facilities and expects
to withdraw these ratings upon the close of these transactions.

CCS Medical is a leading provider of mail-order medical supplies
and services to chronically-ill patients.  Warburg Pincus is the
largest shareholder and equity sponsor for CCS Medical.

While initial debt levels are expected to come down by almost
$150 million, Moody's rating review will primarily focus on:

   i. the potential risks associated with a competitive bidding  
      process that could ultimately affect a significant portion
      of CCS's revenues;

  ii. credit implications associated with the newly acquired
      Sanvita glucose monitoring business; and

iii. targeted leverage and the likelihood for additional
      acquisitions.

Rating placed under review for possible upgrade:

CCS Medical Inc.:

-- Caa1 Corporate Family Rating
-- Caa1 PDR

Ratings affirmed and expected to be withdrawn upon closing of
transaction:

-- B3 (LGD3, 33%) Secured revolver
-- B3 (LGD3, 33%) First priority secured term loan
-- Caa2 (LGD5, 81%) Second priority secured term loan

CCS Medical Inc., based in Clearwater, Florida, is a newly formed
holding company whose operating subsidiaries are Chronic Care
Solutions, Inc. and MPTC Holdings, Inc.  The company is a leading
mail-order provider of medical supplies - including diabetes,
respiratory and wound care products - to chronically-ill patients.
On a combined basis, fiscal 2006 reported revenues were about
$432 million.


CHART INDUSTRIES: Lower Debt Cues S&P to Lift Rating to BB from B+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on
Chart Industries Inc.'s senior secured bank facilities to 'BB'
from 'B+' and revised the recovery rating to '1' from '3'.  At the
same time, S&P affirmed the corporate credit rating of 'B+'.  The
outlook is stable.
      
"The improved recovery rating reflects the company's lower senior
secured debt," said Standard & Poor's credit analyst David
Lundberg.  On June 12, 2007, the company received $38 million of
proceeds from the sale of common stock and used the proceeds to
repay a portion of its term loan B.  The rating on Chart's $170
million senior subordinated notes remains 'B-', two notches below
the corporate credit rating, since priority debt continues to
exceed 30% of the book value of assets when adjusted for goodwill.
     
Chart manufactures equipment used for low-temperature and
cryogenic applications for energy, industrial gas, and biomedical
customers. Garfield, Ohio-based Chart has $250 million in debt
outstanding.


CLIFTON I: Moody's Rates $15 Million Income Notes at Ba2
--------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Clifton I CDO Limited:

-- Aaa to the $1,200,000,000 Class A-1 First Priority Senior
    Secured Floating Rate Delayed Draw Notes Due 2052;

-- Aaa to the $55,000,000 Class A-2 Second Priority Senior
    Secured Floating Rate Notes Due 2052;

-- Aaa to the $65,000,000 Class A-3 Third Priority Senior Secured
    Floating Rate Notes Due 2052;

-- Aaa to the $67,000,000 Class A-4 Fourth Priority Senior
    Secured Floating Rate Notes Due 2052;

-- Aa2 to the $65,000,000 Class B Fifth Priority Senior Secured
    Floating Rate Notes Due 2052;

-- A2 to the $24,000,000 Class C Sixth Priority Senior Secured
    Deferrable Floating Rate Notes Due 2052;

-- Baa2 to the $9,000,000 Class D Seventh Priority Mezzanine
    Deferrable Floating Rate Notes Due 2052; and

-- Ba2 to the $15,000,000 Income Notes.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Residential Mortgage-
Backed Securities, CDO Securities, Other Asset-Backed Securities
and Related Synthetic Securities due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Investec Bank Limited will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


COMFORCE CORP: Completes $10 Million of 12% Sr. Notes Redemption
----------------------------------------------------------------
COMFORCE Corporation has completed its plan to redeem $10,000,000
principal amount of 12% Senior Notes due Dec. 1, 2010, at a
redemption price equal to 103% of the principal amount, plus
accrued interest.  The total redemption price, including accrued
interest from June 1, 2007, to the redemption date of June 28,
2007, was $10,390,000.

The company used loan proceeds under its bank credit facility to
pay the redemption price.
    
"Our public debt now stands at $12.9 million as compared to
$138.8 million in June 2000," John Fanning, chairman and chief
executive officer of COMFORCE, said.  "Based on current interest
rates, we expect to save over $400,000 annually in interest
expense as a result of this redemption.  Going forward, we will
continue to seek opportunities to reduce costs and improve our
capital structure."
    
Headquartered in Woodbury, New York, COMFORCE Corporation (Amex:
CFS) -- http://www.comforce.com- provides outsourced staffing  
management services that enable Fortune 1000 companies and other
large employers to consolidate, automate and manage staffing,
compliance and oversight processes for their contingent
workforces.   The company also provides specialty staffing,
consulting and other outsourcing services to Fortune 1000
companies and other large employers for their healthcare support
services, technical and engineering, information technology,
telecommunications and other staffing needs.

At April 1, 2007, the company's balance sheet showed total assets
of $190.7 million and total liabilities of $205.1 million,
resulting to a total stockholders' deficit of $14.4 million.


COMSTOCK HOMEBUILDING: Completes $47.5MM Bellemeade Condo Sale
--------------------------------------------------------------
Comstock Homebuilding Companies Inc. completed the $47.5 million
sale of its 316-unit Bellemeade condominium conversion project
in Leesburg, Virginia to an apartment operator based in the
Midwest.

Comstock had been operating the property as a rental community
since ceasing its condominium sales at the project in late 2006.
In order to facilitate the sale of the entire 316 multi-family
units as an intact rental apartment complex Comstock repurchased
the 58 condominium units previously delivered by Comstock to
individual condominium buyers for about $12.8 million.

The company also announced that in connection with the
transaction it has fully repaid the $33 million outstanding
balance of the Bellemeade project development loan to Bank of
America and entered into loan modifications regarding all of
its other loans with Bank of America.  The loan modifications
extend the maturities of the company's remaining loans from Bank
of America into 2008 and reduce the principal curtailment
requirements due from the company in 2007.  Comstock expects to
generate $1.5 million in cash from the Bellemeade sale and will
incur an additional write off of about $2 million associated
with the transaction.

                    Eclipse at Potomac Project

In addition, the company announced that it had received
certificates of occupancy for floors one through seven of the
second high-rise condominium building at the Eclipse at Potomac
Yard project and has begun settlements with condominium
purchasers.

"The strength of the rental property market in the Washington,
DC area made it possible to quickly reposition the Bellemeade
property as a rental apartment complex so that we could maximize
the value of the property upon sale," said Christopher Clemente,
chairman and chief executive officer.  "The Bellemeade sale and
other land sales accomplished this quarter are part of our
previously announced goal of enhancing our balance sheet by
reducing our leverage, reducing our long-term interest expenses
and relieving short-term liquidity demands."

"Additionally, we have made significant progress on the Eclipse
project and have begun settlements with purchasers of units in
the second and final high rise condominium building," said Mr.
Clemente.  "As with previous periods we anticipate releasing
specific information regarding 2nd quarter sales and settlement
accomplishments in early July."

                   About Comstock Homebuilding

Based in Reston, Virginia, Comstock Homebuilding Companies Inc.
(Nasdaq: CHCI) -- http://www.comstockhomebuilding.com/-- is a   
diversified real estate development firm with a focus on
moderately priced for-sale residential products.  Established in
1985, Comstock builds and markets single-family homes, townhouses,
mid-rise condominiums, high-rise condominiums, mixed-use urban
communities and active adult communities.  The company currently
markets its products under the Comstock Homes brand in the
Washington, D.C., Raleigh, North Carolina, Atlanta, Georgia and
parts of the Carolinas.  Comstock develops mixed-use, urban
communities and active-adult communities under the Comstock
Communities brand.

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Comstock Homebuilding Cos. Inc. to 'B' from 'B+'.  The
outlook remains negative.


CONSECO INC: To Record $35MM Expense Over Litigation Settlement
---------------------------------------------------------------
Conseco, Inc. will record an additional pre-tax expense of
approximately $35 million in the quarter ending June 30, 2007,
related to the proposed settlement in the class action litigation
case referred to as "In Re Conseco Life Insurance Company Cost of
Insurance Litigation."

The company had previously recorded pre-tax expense of
approximately $215 million related to this litigation and proposed
settlement.  The settlement, which involved policies sold by
insurance companies that were subsequently acquired by Conseco, is
subject to court approval and other conditions.  As previously
disclosed, the liability the company established in prior periods
was subject to significant judgment, including estimates regarding
the form of policy benefit enhancement that would be chosen by the
inforce policyholders.  The company has revised its estimate of
the ultimate cost of the settlement based on election forms
recently received from these policyholders.

While the company believes the liability it has established is
adequate to cover the ultimate cost of the settlement, the
estimate continues to be subject to significant judgment and it is
possible it will prove to be insufficient to cover actual costs.
The ultimate liability will be primarily impacted by changes in
the estimate for:

   1) the cost to settle other cases pending with respect to the
      cost of insurance litigation; and

   2) the value realized by the plaintiffs from shares of Conseco
      common stock reserved for distribution pursuant to the
      bankruptcy plan of Conseco's Predecessor to satisfy the pre-
      petition claims of the plaintiffs.

                         About Conseco Inc.

Based in Carmel, Indiana, Conseco Inc. (NYSE:CNO) --
http://www.conseco.com/-- is a holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance
products.

The company operates in two segments, Bankers Life and Conseco
Insurance Group, and a third segment comprised of businesses in
run-off, which includes blocks of business that the company no
longer markets or underwrites and are managed separately from its
other businesses.  The company also has a corporate segment which
consists of holding company activities and certain noninsurance
company businesses that are not related to its operating segments.

                          *      *      *

Moody's Investors Service assigned a Ba3 rating, with a stable
outlook, to the $200 million incremental senior secured credit
facility of Conseco, Inc.


CONSOL ENERGY: Closes $1 Billion Senior Secured Loan Agreement
--------------------------------------------------------------
CONSOL Energy has completed a $1 billion Senior Secured Loan
Agreement on June 27, 2007, to replace an existing facility of
$750 million.  The new agreement, which includes more-favorable
pricing and flexibility, is a five-year $1 billion revolving
credit facility.

The facility was subscribed at about $1.2 billion.  The annual
pre-tax benefits of the new pricing are expected to be
approximately $4 million.
    
"This new facility further enhances our financial flexibility by
expanding the size of the facility while reducing our costs,"
William J. Lyons, executive vice president and chief financial
officer, said.  "CONSOL has continued to build operational and
financial momentum since this facility was last set in April of
2005.  The strong response we received from our banking partners
shows continued confidence in the company, its strategy and in the
fundamentals of the energy sector."
    
The facility is secured by the assets of the company.  Collateral
will be provided to the banks and shared equally and ratably with
the holders of CONSOL Energy Inc.'s 7-7/8% bonds maturing in 2012.  
The facility provides for release of collateral upon achievement
of certain credit ratings.
    
The revolving credit facility will be used for general corporate
purposes of CONSOL Energy and its subsidiaries.
    
PNC Bank, National Association, and Citicorp North America Inc.,
acted as co-administrative agents for the facility.  Bank of Nova
Scotia-New York Agency, Bank of America, N.A., and Union Bank of
California, N.A., acted as co-syndication agents.  PNC Bank,
National Association, and Citicorp North America, Inc., acted as
joint lead arrangers.  There are 22 lending institutions in the
syndicate.

                        About CONSOL Energy

Headquartered in Atlanta, Georgia, CONSOL Energy (NYSE: CNX) --
http://www.consolenergy.com/-- is a multi-energy producer of  
coal, gas and electricity.  CONSOL produces both high-Btu coal and
gas, which collectively fuels two-thirds of all U.S. power
generation, from reserves located mainly east of the Mississippi
River.  CONSOL Energy is a fuel supplier to the electric power
industry in the northeast quadrant of the United States.  In
addition, CONSOL Energy has expanded the use of its vast property
holdings by brokering various industrial and retail development
projects and overseeing timber sale and forestry management
activities both in the U.S. and abroad.  The company also
maintains the private research and development facilities devoted
to coal and energy utilization and production.
    
                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2007,
Dominion Bond Rating Service confirmed the rating of the Senior
Unsecured Debt of CONSOL Energy Inc. at BB with a Stable trend.  
The rating reflects the company's acceptable business profile as
the third-largest coal producer in the United States, behind
Peabody Energy Corporation and Arch Coal Inc.


CONSTELLATION BRANDS: Robert Sands Named as Chief Exec. Officer
---------------------------------------------------------------
Constellation Brands Inc.'s board of directors named Robert S.
Sands, 49, as chief executive officer effective July 26, 2007.
Richard Sands, 56, will remain active in the company as chairman
of the board.

"The board of directors of Constellation Brands has unanimously
concurred that it is in the best interests of the company and
its stockholders that Rob Sands succeed Richard Sands as the next
chief executive officer," stated James A. Locke III, head of the
board's governance committee.  "Rob's 21 years with the company;
his proven knowledge, experience and leadership abilities;
established track record in having already served as
Constellation's general counsel, chief operating officer and
president; collectively give the board full confidence in his
capabilities to lead the company."

Rob Sands joined Constellation Brands in June 1986 as general
counsel overseeing the company's legal affairs, with an emphasis
on its acquisitions.  In 1993 he was appointed executive vice
president and general counsel and promoted to chief executive
officer of Constellation International after the company's
acquisition of the United Kingdom's Matthew Clark plc in 1998.
From 2000 through most of 2002, he served as group president
over both the U.K. operations and Canandaigua Wine Company.
He was named president and chief operating officer for
Constellation Brands in December 2002.  He is a member of the
company's board of directors and has a bachelor's degree from
Skidmore College and a law degree from Pace University.  Prior
to joining Constellation he was an attorney at a Rochester,
N.Y., law firm.

"After 28 years with the company, and the last 14 as chief
executive officer, it is time for me to pass the CEO baton,
and Rob is the right choice to maintain continuity in
Constellation's ongoing pursuit of True Growth and harvesting
opportunities to improve return on invested capital, earnings
and free cash flow," said Richard Sands, Constellation Brands
chairman and chief executive officer.  "Rob's focus will be
to lead Constellation Brands to the next level of growth and
value creation by maintaining the company's entrepreneurial
spirit, decentralized structure, core values and long-term
strategic vision.  I will be available to provide guidance,
although Rob will be running the company, something I firmly
believe is the right structure to maximize the company's
future growth potential."

Richard Sands joined Constellation Brands in August 1979, and
subsequently served in various wine production, finance, sales
and marketing roles before being named executive vice president
in 1982.  In May 1986 he was named president and chief operating
officer, and was named chief executive officer in 1993.  In
September 1999 he was named chairman.  He has a bachelor's degree
from the University of Vermont, in addition to master's and
doctorate degrees in social psychology from the University of
North Carolina.

Resulting from these changes, Keith Wilson, 56, has been promoted
to the newly created position of chief administrative officer and
he will report to Rob Sands, also effective July 26, 2007.  
Wilson, who is currently Constellation's executive vice president
and chief human resources officer, will be overseeing the
company's global information technology, human resources and
supply chain activities, in addition to having responsibility for
the corporate communications and community relations group.  Also
effective on July 26, 2007, Jose Fernandez, 51, will be promoted
to the new position of chief executive officer for Constellation
Wines North America, which encompasses the company's Constellation
Wines U.S. and Vincor Canada operations.  He is currently chief
executive officer for Constellation Wines U.S.

                    About Constellation Brands

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

                          *     *     *

As reported in the Troubled Company Reporter on May 10, 2007,
Moody's assigned a Ba3 rating to Constellation Brand's
$700 million senior unsecured note issuance, which will be
used to reduce outstanding borrowings under the $900 million
revolving portion of the company's senior credit facility.  
All other ratings of the company are affirmed and the rating
outlook remains stable.

As reported in the Troubled Company Reporter on May 10, 2007,
Fitch Ratings has assigned a 'BB-' rating to Constellation
Brands Inc.'s proposed $700 million 10-year senior note
offering.  The Rating Outlook is Negative.

As reported in the Troubled Company Reporter on May 10, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating to Constellation Brands Inc.'s proposed
$700 million note offering due 2017, issued under Rule 144A
with registration rights.  Net proceeds will be used to reduce
outstanding borrowings under the company's senior secured
revolving credit facility.


CONSTELLATION BRANDS: Earns $29.8 Mil. in Quarter Ended May 31
--------------------------------------------------------------
Constellation Brands Inc. reported much lower net income for the
first fiscal quarter of 2008.  For the three months ended May 31,
2007, net income was $29.8 million on net sales of $901.2 million.  
This compares to net income of $85.5 million on net sales of
$1,155.9 million for the three months ended May 31, 2006.  

As of May 31, 2007, the company's balance sheet showed total
assets of $9,826.2 million, total liabilities of $6,697.9 million,
and total stockholders' equity of $3,128.3 million.  The company's
total stockholders' equity as of Feb. 28, 2007, stood at
$3,417.5 million.

Commenting on the results, Richard Sands, Constellation Brands
chairman and chief executive officer, said, "[a]s we anticipated,
our first quarter performance was impacted by our previously
announced initiative to reduce distributor wine inventories in
the U.S. as well as lower results from our U.K. business.  We
achieved a number of important strategic objectives during the
quarter, including the acquisition of SVEDKA Vodka as a platform
from which we can grow our premium spirits portfolio, the
formation of a joint venture with Punch Taverns for the Matthew
Clark wholesale business that will help strengthen our on-premise
route to market for our branded portfolio in the U.K. and our
utilization of $500 million for share repurchases."

According to the company, the decrease in operating income and the
increase in equity earnings for first quarter 2008 were primarily
due to the impact of reporting $73.4 million of equity earnings
from the Crown Imports joint venture under the equity method.

"This joint venture provides us with the ability to execute
nationwide marketing efforts, which is very beneficial as we look
to maximize the long-term growth potential for Corona and the
other brands in the number one imported beer portfolio in the
U.S.," stated Mr. Sands.

Wines segment operating income decreased $10 million versus the
prior year primarily due to lower net sales associated with
efforts to reduce distributor inventories in the U.S., the impact
of the U.K. business performance, and higher stock compensation
expense, partially offset by the contribution from Vincor.

Spirits segment operating income decreased $1.9 million primarily
due to increased material costs.

Net income and diluted EPS were also impacted by interest expense,
which increased 64 percent to $79.7 million for first quarter
2008, primarily due to the financing of the Vincor and SVEDKA
acquisitions and $500 million of share repurchases.

The company's consolidated net sales decrease of 22 percent
primarily reflects the benefits of the Vincor and SVEDKA Vodka
acquisitions, more than offset by the impact of reporting the
Crown Imports and Matthew Clark wholesale business joint ventures
under the equity method.  Organic net sales decreased two percent
on a constant currency basis.

Branded wine net sales growth reflects the addition of Vincor,
partially offset by an eight percent decrease in branded wine
organic net sales on a constant currency basis.  For North
America, branded wine organic net sales decreased 13 percent,
primarily due to Constellation's initiative to reduce distributor
inventory levels.  This effort is progressing and the company
expects to complete this initiative by the end of the second
quarter of fiscal 2008.

"In North America, the wine market remains healthy," explained
Mr. Sands.  "Consumer demand is strong and they continue to trade
up to premium and luxury wines, with Woodbridge by Robert Mondavi,
Toasted Head, Blackstone, Estancia and Simi as examples of our
brands that have been benefiting from this trend."

Organic net sales for branded wine for Europe increased 11 percent
on a constant currency basis, primarily due to increased sales of
popular priced wine in mainland Europe and increased sales in the
U.K.  The branded wine market in the U.K. reflects ongoing
competitive challenges as large retailers continue to benefit from
the Australian wine oversupply, which has resulted in pricing
pressure.

Total spirits net sales increased 16 percent for the quarter,
primarily due to the acquisition of SVEDKA Vodka during the
quarter, while organic net sales were up two percent.

"SVEDKA continued its rapid growth rate in the first quarter and
has terrific consumer momentum," said Mr. Sands.  "We're delighted
with its progress.  We're also pleased with the continued U.S.
consumer demand for premium spirits.  As we continue to emphasize
the growth of our premium spirits portfolio, with brands such as
the Effen vodka line, Cocktails by Jenn, Ridgemont Reserve 1792
bourbon and the 99 Schnapps family, we see additional
opportunities to expand our on-premise and off-premise business in
the U.S., in addition to opportunities in other important markets,
including Canada and Australia."

"The first quarter was a very dynamic one for Constellation Brands
as we initiated a U.S. wine inventory reduction program with our
distributors, acquired SVEDKA, formed a joint venture with respect
to our U.K. wholesale business, utilized $500 million for share
repurchases and implemented measures to regain momentum in the
U.K. market," said Mr. Sands.  "We continue to be encouraged by
ongoing consumer trade-up activity that we see in the U.S., Canada
and the U.K. In addition, we are optimistic about the Australian
wine supply moving more into balance with demand, pleased with the
progress the Crown Imports beer joint venture is making in the
marketplace, and enthusiastic about future business expansion
opportunities for Constellation Brands throughout Europe.  We are
confident about Constellation's ability to maximize the benefits
from opportunities it is harvesting, and to create increased
shareholder value over the long-term."

A full-text copy of the company's quarterly report is
available for free at http://researcharchives.com/t/s?2152   

                    About Constellation Brands

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

                          *     *     *

As reported in the Troubled Company Reporter on May 10, 2007,
Moody's assigned a Ba3 rating to Constellation Brand's
$700 million senior unsecured note issuance, which will be used to
reduce outstanding borrowings under the $900 million revolving
portion of the company's senior credit facility.  All other
ratings of the company are affirmed and the rating outlook remains
stable.

As reported in the Troubled Company Reporter on May 10, 2007,
Fitch Ratings has assigned a 'BB-' rating to Constellation Brands
Inc.'s proposed $700 million 10-year senior note offering.  The
Rating Outlook is Negative.

As reported in the Troubled Company Reporter on May 10, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating to Constellation Brands Inc.'s proposed
$700 million note offering due 2017, issued under Rule 144A with
registration rights.  Net proceeds will be used to reduce
outstanding borrowings under the company's senior secured
revolving credit facility.


CONTINENTAL BARONNE: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Continental Baronne, Inc.
        1800 Valley View Lane, Suite 300
        Dallas, TX 75234

Bankruptcy Case No.: 07-33035

Chapter 11 Petition Date: June 29, 2007

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue, Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Two Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Marsc Welding Supplies         Welding Supplies           $1,590
P.O. Box 323
Metaire, LA 7004-0323

Sewerage & Water Board         Utilities                  $1,296
625 St. Joseph Street
Suite 154
New Orleans, LA 70155


CREDIT BASED: Fitch Affirms BB+ Ratings on Two Classes
------------------------------------------------------
Fitch Ratings has taken these rating actions on classes from 4
Credit Based Asset Servicing and Securitization LLC issues:

Series 2001-CB4 Group 1:

    -- Class IA-1 affirmed at 'AAA';
    -- Class IM-1 affirmed at 'AA';
    -- Class IM-2 affirmed at 'A';
    -- Class IB-1 affirmed at 'BBB'.

Series 2001-CB4 Group 2:

    -- Class IIM-2 affirmed at 'AA-';
    -- Class IIB-1 affirmed at 'A'.

Series 2002-CB6:

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2V and M-2F affirmed at 'A+';
    -- Class B-1 rated 'BBB', placed on Rating Watch Negative;
    -- Class B-2 downgraded to 'B' from 'BB-';
    -- Class B-3 downgraded to 'C from 'B+', and assigned
       Distressed Recovery Rating of 'DR5'.

Series 2005-CB2:

    -- Classes AF-3 and AF-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BBB-';
    -- Class B-4 affirmed at 'BB+';
    -- Class B-5 rated 'BB', placed on Rating Watch Negative.

Series 2006-CB2:

    -- Classes AV, AF-1 AF-2, AF-3 and AF-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB+'.

The underlying collateral for series 2001-CB4 consists of first
and second liens extended to sub-prime borrowers with a small
percentage of sub-performing and re-performing loans at
origination.  The underlying collateral for series 2002-CB6 series
is primarily first liens extended to sub-prime borrowers with a
small amount of FHA/VA loans and sub-performing loans at
origination.  The collateral for series 2005-CB2 consists
primarily of first liens extended to sub-prime borrowers with
minimal percentages of FHA/VA loans and sub-performing loans at
origination.  The underlying collateral for series 2006-CB2
consists primarily of first liens extended to sub-prime borrowers.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$790.2 of outstanding certificates.  The classes with negative
rating actions reflect the deterioration in the relationship of CE
to future loss expectations and affects approximately
$13.6 million of outstanding certificates.

Since Fitch's last review of series 2002-CB6 in February 2007,
there has been an additional $816,543 in overcollateralization
deterioration.  This decline in OC has caused a significant
reduction in the CE to the most subordinate bonds B-2 and B-3, as
well as adding negative pressure to the B-1 bond.

Series 2005-CB2 has experience four consecutive months of OC
deterioration due to losses exceeding excess spread.  As of the
June 2007 remittance period the OC is approximately $1.16 million
below the target amount of $9,056,612.  Fitch will continue to
monitor the relationship of excess spread to losses for this
trust.

All the above transactions are being serviced by Litton Loan
Servicing LP, which is currently rated 'RPS1' by Fitch. 'RPS1' is
the highest servicer rating available by Fitch.


CWALT INC: Fitch Rates $5.3 Million Class B-4 Certificates at B
---------------------------------------------------------------
Fitch rates CWALT, Inc.'s Mortgage Pass-Through Certificates,
Alternative Loan Trust 2007-19 as:

    -- $1,108,547,020 classes 1-A-1 through 1-A-42, 1-X, 2-A-1,
       2-A-2, 2-X, PO and A-R certificates (senior certificates)
       'AAA';

    -- $34,883,000 class M 'AA';

    -- $13,007,000 class B-1 'A';

    -- $10,051,000 class B-2 'BBB';

    -- $5,913,000 privately offered class B-3 'BB';

    -- $5,321,000 privately offered class B-4 'B';

The 'AAA' rating on the senior certificates reflects the 6.25%
subordination provided by the 2.95% Class M, the 1.10% Class B-1,
the 0.85% Class B-2, the 0.50% privately offered Class B-3, the
0.45% privately offered Class B-4 and the 0.40% privately offered
Class B-5.  Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A',
'BBB', 'BB', and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated RMS1-
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists of two loan groups.  Loan Group 1
consists primarily of 30-year conventional, fully amortizing
mortgage loans totaling $999,985,723 as of the cut-off date, June
1, 2007, secured by first liens on one-to four- family residential
properties.  The mortgage pool, as of the cut-off date,
demonstrates an approximate weighted-average original-loan-to-
value of 72.92%.  The weighted average FICO credit score is
approximately 702.  Cash-out refinance loans represent 32.66% of
the mortgage pool and second homes 6.54%. The average loan balance
is $663,121.  The three states that represent the largest portion
of mortgage loans are California (41.98%), New York (10.45%) and
Florida (5.98%).  All other states represent less than 5% of the
cut-off date pool balance.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $182,466,194 as of the cut-off
date, June 1, 2007, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average OLTV of 70.09%.  
The weighted average FICO credit score is approximately 690.  
Cash-out refinance loans represent 52.53% of the mortgage pool and
second homes 4.66%.  The average loan balance is $590,505.  The
four states that represent the largest portion of mortgage loans
are California (26.90%), New York (12.40%), New Jersey (7.70%) and
Florida (6.45%).  All other states represent less than 5% of the
cut-off date pool balance.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWALT INC: Fitch Assigns B Rating to $1.05 Mil. Class B-4 Certs.
----------------------------------------------------------------
Fitch rates CWALT, Inc.'s Mortgage pass-through certificates,
Alternative Loan Trust 2007-20 as:

    -- $284,248,844 million classes A-1 through A-15, X, PO, and
       A-R certificates (senior certificates) 'AAA';

    -- $7,201,000 million class M certificates 'AA';

    -- $2,850,000 million class B-1 certificates 'A';

    -- $2,100,000 million class B-2 certificates 'BBB';

    -- $1,500,000 privately offered class B-3 certificates 'BB';

    -- $1,050,000 privately offered class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 5.25%
subordination provided by the 2.40% Class M, the 0.95% Class B-1,
the 0.70% Class B-2, the 0.50% privately offered Class B-3, 0.35%
privately offered Class B-4 and the 0.35% privately offered Class
B-5.  Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A',
'BBB', 'BB' and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated RMS1-
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

As of the cut-off date, June 1, 2007, the mortgage pool consists
primarily of 40-year conventional, fully amortizing mortgage
loans, secured by first liens on one-to four- family residential
properties totaling $299,999,650.  The average mortgage pool
balance is $321,543, with an approximate weighted-average
original-loan-to-value of 70.60%.  The weighted average FICO
credit score is approximately 721.  Cash-out refinance loans
represent 48.85% of the mortgage pool and second homes 1.37%.  The
states that represent the largest portion of mortgage loans are
California (54.96%) and Florida (6.74%).  All other states
represent less than 5% of the cut-off date pool balance.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


DELHAIZE GROUP: Closes EUR500MM & $450MM Senior Notes Offering
--------------------------------------------------------------
Delhaize Group has closed its offering of EUR500 million and
$450 million Senior Notes.  In addition, Delhaize Group reported
the final results of Delhaize America's debt tender offer.

"This tender offer and related refinancing have improved
substantially our financial flexibility and debt profile," Pierre-
Olivier Beckers, president and chief executive officer of Delhaize
Group, said.  "We have been pleased with the attractive
refinancing conditions and the success of our first benchmark euro
bond, reflecting the recognition by the financial markets of the
operational and financial strengths of Delhaize Group."

The tender offer by Delhaize America to purchase for cash up to
$1.1 billion of its 8.125% Notes due 2011, 9% Debentures due 2031
and 8.05% Notes due 2027, in order of purchase priority expired on
June 26, 2007 at midnight, New York City time.  The tender offer
was made upon the terms, and subject to the conditions, set forth
in the Offer to Purchase dated May 30, 2007, and the related
Letter of Transmittal.

According to Global Bondholders Services Corporation, the
Depositary, $1,049,557,000 in aggregate principal amount of 8.125%
Notes were validly tendered and not withdrawn prior to the
Expiration Time.  Delhaize America has accepted for payment all of
the tendered 8.125% Notes.

$662,524,000 in aggregate principal amount of 9% Debentures were
validly tendered and not withdrawn prior to the Expiration Time.
Delhaize America has accepted for payment $50,443,000 of the
tendered 9% Debentures.  The offer for the 9% Debentures is
subject to proration as described in the Offer to Purchase at a
proration factor of 7.63%.

In connection with the aggregate principal amount of the 8.125%
notes due 2011 and 9% debentures due 2031, validly tendered on or
before 5:00 p.m., New York City time, on June 12, 2007, and
exceeded the Tender Cap, Delhaize America will not purchase any of
the 8.050% notes due 2027 in the offer.  

Debt Securities of this series tendered were returned to tendering
holders following the Withdrawal Deadline.

The principal amount of each series of Debt Securities validly
tendered and not validly withdrawn and the principal amount
accepted for purchase:

   a) Acceptance Title of Security: 8.125% Notes due 2011
      Principal Priority Level: 1
      Principal Amount Outstanding: $1,100,000,000
      Amount of Securities Tendered: $1,049,557,000
      Principal Amount Accepted for Purchase: $1,049,557,000
      Proration Factor: N/A

   b) Acceptance Title of Security: 9% Debentures due 2031
      Principal Priority Level: 2
      Principal Amount Outstanding: $855,000,000
      Amount of Securities Tendered: $662,524,000
      Principal Amount Accepted for Purchase: $50,443,000
      Proration Factor: 7.63%

Delhaize America was expected to pay on June 28, 2007, for the
Debt Securities purchased pursuant to the tender offer.  It will
pay holders who validly tendered and did not withdraw their Debt
Securities at or prior to 5:00 p.m., New York City time, on
June 12, 2007, the total consideration of $1,085.70 for each
$1,000 principal amount of 8.125% Notes accepted for purchase and
$1,225.64 for each $1,000 principal amount of 9% Debentures
accepted for purchase, plus, in each case, accrued and unpaid
interest up to the Settlement Date.

The Total Consideration includes an early tender premium of $40
per $1,000 principal amount of Debt Securities tendered.  Delhaize
America will pay holders who validly tendered after the Early
Tender Time and did not withdraw their Debt Securities prior to
the Expiration Time the applicable Total Consideration minus the
early tender premium, which will result in tender offer
consideration of $1,045.70 for each $1,000 principal amount of
8.125% Notes accepted for purchase and $1,185.64 for each $1,000
principal amount of 9% Debentures accepted for purchase, plus,
accrued and unpaid interest up to the Settlement Date.

   a) Series: 8.125% Notes due 2011

      Total Consideration (Including
      Early Tender Premium): $1,085.70

      Tender Consideration (Excluding
      Early Tender Premium): 1,045.70

      Accrued Interests: $16.48

   b) Series: 9% Debentures due 2031

      Total Consideration (Including
      Early Tender Premium): $1,225.64

      Tender Consideration (Excluding
      Early Tender Premium): 1,185.64

      Accrued Interests: $18.25

A condition of the tender offer was to obtain funds, which
included the sale of new debt securities by Delhaize Group,
adequate to pay the costs of the tender offer.

Delhaize Group has completed the sale of EUR500 million principal
amount of 5.625% Senior Notes due 2014 issued at 99.915% of the
principal amount and $450 million principal amount of 6.50% Senior
Notes due 2017 issued at 99.656% of the principal amount, in each
case excluding underwriter discounts.

                      About Delhaize Group

Headquartered in Brussels Belgium, Delhaize Group (Euronext
Brussels: DELB, NYSE: DEG) -- http://www.delhaizegroup.com/-- is  
a Belgian food retailer present in eight countries on three
continents.

The company's U.S. subsidiary, Delhaize America, is a supermarket
operator with over 1,500 stores in 16 states in the eastern United
States.  Delhaize America operates under the banners Food Lion,
Bloom, Bottom Dollar, Harveys, Hannaford Bros., Kash n' Karry and
Sweetbay, each of which has a distinct strategy and a well-
established brand image.  Delhaize America employs approximately
109,000 full-time and part-time associates up and down the East
Coast.

Delhaize Group also owns 51% of Super Indo, an operator of 11
stores in Indonesia.


DEUTSCHE ALT-A: Fitch Rates $7.48 Million Class M-11 Certs. at BB
-----------------------------------------------------------------
Fitch rates Deutsche Alt-A Securities Inc.'s mortgage pass-through
certificates, series 2007-OA4 as:

    -- $1.972 billion classes I-A-1A, I-A-1B, II-A-1, II-A-2,
       III-A-1, A-2A, A-2B, A-3, and A-4 (senior certificates)
       'AAA';

    -- $43.83 million class M-1 'AA+';
    -- $14.97 million class M-2 'AA';
    -- $10.69 million class M-3 'AA-';
    -- $10.69 million class M-4 'A+';
    -- $10.69 million class M-5 'A';
    -- $10.69 million class M-6 'A-';
    -- $10.69 million class M-7 'BBB+';
    -- $10.69 million class M-8 'BBB';
    -- $10.69 million class M-9 'BBB-';
    -- $10.69 million class M-10 'BB+'
    -- $7.48 million class M-11 'BB'

The 'AAA' ratings on the senior certificates are based on the
7.75% total credit enhancement provided by the 2.05% class M-1,
0.70% class M-2, 0.50% class M-3, 0.50% class M-4, 0.50% class M-
5, 0.50% class M-6, 0.50% class M-7, 0.50% class M-8, 0.50% class
M-9, the 0.50% class M-10, the .35% class M-11 and the initial and
target overcollateralization of 0.65% and 0.65%, respectively.  
All certificates have the benefit of monthly excess cash flow to
absorb losses.  The ratings also reflect the quality of the loans,
the soundness of the legal and financial structures.

The mortgage pool consists of 4,918 conventional, one- to four-
family, first lien, negative amortization mortgage loans on
residential real properties with original terms to maturity of not
more than forty years.  As of the closing date the initial
mortgage balance will be $2,137,962,788 As of the cut-off date
99.99% of the principal balance of the mortgage loans are
adjustable-rate mortgage loans.  The weighted average FICO credit
score is approximately 717 and the weighted average loan-to-value
ratio (WALTV) is approximately 74.57%.  The properties are
primarily located in California (57.26%) and Florida (10.12%).

All of the mortgage loans are negative amortization loans.
Approximately 37.09% of the mortgage loans are option ARM loans
that have an introductory fixed rate for up to three months, then
the rate will adjust monthly, but their monthly payments and
amortization schedules will adjust annually and are subject to
payment caps.  Approximately 62.90% of the mortgage loans are
hybrid option ARM loans. The interest rates on these loans adjust
after initial fixed rate period of three, five or seven years
after origination.  During the initial fixed rate period with
respect to a hybrid option ARM loan, or until the unpaid principal
balance of that mortgage loan reaches its maximum limit, the
minimum payment payable will be based on a fixed 'minimum payment
rate' that is lower than the initial fixed rate.


DOLLAR GENERAL: Moody's Junks Rating on $600 Million Term Loan
--------------------------------------------------------------
Moody's Investors Service changed the ratings on Dollar General
Corporation's Term Loan B following the company's changes to its
capital structure, which included the revision of the Term Loan B
structure into two separate tranches with a significant structural
difference -- a $1.7 billion first-out tranche and a $600 million
first-loss tranche.  The B3 corporate family rating is affirmed
and the rating outlook remains stable.

These ratings are assigned :

-- $1.7 billion first-out tranche A term loan at B2; LGD3-37%;
-- $600 million first-loss tranche B term loan at Caa1; LGD4-66%.

This rating is withdrawn :

-- $2.43 billion term Loan B at B3; LGD3-44%.

These ratings are affirmed :

-- Corporate family rating at B3;
-- Probability of default rating at B3;
-- $1.175 billion senior unsecured notes at Caa1; LGD4-66%;
-- $725 million senior subordinated notes at Caa2; LGD6-93%;
-- Speculative grade liquidity rating at SGL-3.

This rating remains on review for possible downgrade :

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

The changes to the capital structure do not change the amount of
total debt ($4.7 billion) that is being used to finance the
acquisition of Dollar General by KKR.  

The changes to the capital structure are:

-- a $125 million increase in the unrated asset based revolving
    credit facility to $1.125 billion,

-- a reduction in the total amount of term loan from
    $2.43 billion to $2.3 billion ($1.7 billion first-out tranche
    A term loan and $600 million first-loss tranche B term loan),

-- the senior unsecured notes were reduced by $175 million to
    $1.175 billion, and

-- the senior subordinated notes were increased by $175 million
    to $725 million.

However, the changes in the capital structure do provide a
structural priority to the $1.7 billion first-out tranche A term
loan over the $600 million first-loss tranche B term loan.  As a
result, the $1.7 billion first-out tranche A term loan (rated B2)
is rated one notch above the B3 corporate family rating and the
$600 million first-loss tranche B term loan (rated Caa1) is rated
one notch below.  

Given this structural difference, Moody's estimates the deficiency
claim on the $1.7 billion first-out $1.7 billion tranche A term
loan to be approximately 38% and the deficiency claim on the $600
million first-loss tranche B term loan to be 100%.  Both tranches
will have a first lien on all the tangible and intangible assets
of the company (excluding the collateral pledged to the $1.125
billion ABL which consists of accounts receivable and inventory),
and benefit from subsidiary guarantees.  Dollar General owns about
490 stores as well as seven additional properties, including its
corporate headquarters and several distribution centers.

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

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

It is Moody's opinion that Dollar General's historical margins
were likely higher than they would have been had the company
followed the industry norm of clearing its excess inventory.  The
company did not previously mark down to clear out its unsold
inventory at the end of its season, but instead opted to pack it
away for the next year.  As a result of the build-up of aged
inventory, the company began actively clearing its pack away
inventory during fiscal 2007 and this process will continue into
2008.  The company's shift to the industry norm of clearing its
inventory through markdowns will likely constrain margins going
forward.  In the short term, the company intends to stabilize its
margin level at nearly 5% by focusing on creating a more
productive store and optimizing its real estate portfolio by
accelerating its remodels and relocations while slowing down its
new store growth.  

In order to improve its margins over the longer term to its
historic levels, the company has implemented several long term
initiatives to improve profitability.  These initiatives include:
instituting price optimization, increasing the amount of directly
sourced imports, and improving its merchandising assortment/mix.  
The weak capital structure, corresponding weak credit metrics, and
the time needed to address the weak EBITA margins largely offset
the strong qualitative business profile of this retailer, which
include; its modest product volatility, its significant national
coverage, and its strong competitive position in the convenience
discount market.

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


EINSTEIN NOAH: Secures $110 Mil. Loans in Amended Credit Facility
-----------------------------------------------------------------
Einstein Noah Restaurant Group, Inc. has amended its first lien
credit facility with Wells Fargo Foothill Inc., receiving
favorable interest rates and covenants on up to $110 million in
loans.

These loans will be used to repay the remainder of the company's
$25 million subordinated note, which was partially paid off, along
with a $65 million second lien term loan, with proceeds of the
completed public offering.  As a result of the amended facility
and the debt repayment of the second lien and subordinated note
from the proceeds of the public equity offering, Einstein Noah
expects to realize approximately $11.7 million in annual interest
savings.
    
The amended facility has a five-year term and a maximum amount of
$110 million, including a term loan of up to
$90 million and a revolving loan of up to $20 million.  

The term loan will be repaid in quarterly principal payments of
$225,000, with the remaining unpaid amounts due in full at
maturity.  The loans, which may be prepaid at any time without
penalty, will bear interest at LIBOR or Prime rates plus,
depending upon the company's consolidated leverage ratio, 1.75% to
2.25% for LIBOR loans and 0.75% to 1.25% for base rate loans.

In addition, the company has access, subject to certain
conditions, to an optional incremental term loan of up to
$57 million to be used solely to redeem its outstanding Series Z
Preferred Stock due on June 30, 2009.  The loan would be repaid in
equal quarterly installments of 0.25% of the amount drawn, with
remaining unpaid amounts due in full at maturity.
    
"The amendment of our loan agreement is another important
milestone for Einstein Noah as we continue to strengthen our
balance sheet and build value for investors," Rick Dutkiewicz,
chief financial officer, said.  "Our amended credit facility and
the debt repayment with the proceeds from Einstein Noah's public
offering enable us to pay off higher interest debt, achieve
substantial interest savings, and improve our financial
flexibility as we pursue our growth objectives."
               
                About Einstein Noah Restaurant Group

Headquartered in Denver, Colorado, Einstein Noah Restaurant Group
(Nasdaq: BAGL) -- http://www.newworldrestaurantgroup.com/-- fka  
New World Restaurant Group Inc. (Other OTC: NWRG.PK) is a quick
casual restaurant industry that operates locations primarily under
the Einstein Bros. and Noah's New York Bagels brands and primarily
franchises locations under the Manhattan Bagel brand.  The company
has approximately 600 restaurants in 36 states and the District of
Columbia under the Einstein Bros. Bagels, Noah's New York Bagels
and Manhattan Bagel brand.

As of April 3, 2007, the company reported total assets of
$133.2 million, total liabilities of $265.4 million, resulting in
a total stockholders' deficit of $132.2 million.


ELCOM INTERNATIONAL: Delays Filing of 2006 Annual Results
---------------------------------------------------------
Elcom International Inc. reported that due to ongoing delays with
the completion of the company's audit for the year ended Dec. 31,
2006, the company failed to publish its audited annual results by  
June 29, 2007 deadline.

As a result of being unable to publish its annual audited accounts
within the time-frame required by the AIM Rules, trading in the
company's shares on AIM will be suspended with immediate effect.  
A further announcement will be made by the company when it has a
clearer expectation as to when the audited accounts will be
published.

                About Elcom International, Inc.
                 
Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS) -- http://www.elcominternational.com/-- operates Elcom    
Inc., an international B2B Commerce Service Provider offering
affordable solutions for buyers, sellers and commerce communities
to automate many or all of their purchasing processes and conduct
business online.  PECOS, Elcom's remotely hosted flagship
solution, enables enterprises of all sizes to achieve the many
benefits of B2B eCommerce without the burden of infrastructure
investment and ongoing content and system management.

                    Going Concern Doubt

Vitale Caturano & Company Ltd. in Boston, Massachusetts,
expressed substantial doubt about Elcom International's ability
to continue as a going concern after it audited the company's
financial statements for the years ended Dec. 31, 2005, and 2004.  
The auditing firm pointed to the company's recurring losses from
operations and accumulated deficit.


EQUITY ONE: Fitch Junks Rating on Class B-2 Certificates
--------------------------------------------------------
Fitch has taken the following rating actions on Equity One ABS,
Inc. mortgage pass-through certificates, series 2002-3:

    -- Classes A-F4 and A-V affirmed at 'AAA';

    -- Class M-1 affirmed at 'AA';

    -- Class M-2 affirmed at 'A';

    -- Class B-1 downgraded to 'B' from 'BB';

    -- Class B-2 downgraded to 'CC' from 'B', assigned Distressed
       Recovery Rating 'DR4'.

The collateral on the aforementioned transactions consists of
adjustable- and fixed-rate mortgage loans secured by first and
second liens on one-to-four family dwellings, all of which were
extended to subprime borrowers.  Popular Mortgage Servicing, Inc.
is the originator and servicer of all loans, and currently has a
servicer rating of 'RPS2-' provided by Fitch.

The affirmations reflect adequate levels of credit enhancement
(CE) to future expected losses, and affect approximately
$26.22 million in outstanding certificates.  The downgrades
reflect deterioration in the relationship between CE and future
expected losses, and affect approximately $3.55 million in
outstanding certificates.

As of the June 2007 remittance period, the overcollateralization
is providing 2.22% of CE to the trust, which is approximately 3%
below the target amount.  The deterioration of OC has added
negative pressure to the most subordinate bonds.


EXPEDIA INC: Offers to Repurchase 116 Million Shares for Cash  
-------------------------------------------------------------
Expedia, Inc. offers to repurchase up to 116,666,665 shares of its
common stock through a modified "Dutch auction" at a price per
share not less than $27.50 and not greater than $30.00.  The
116,666,665 shares subject to the tender offer represent
approximately 42% of the number of shares of common stock
currently outstanding and approximately 38% of the total number of
shares of common stock and Class B common stock currently
outstanding.

The tender offer commenced on June 29, 2007 and will end, unless
extended, at 5:00 p.m., New York City time, on Aug. 8, 2007.

A modified "Dutch auction" will allow stockholders to indicate how
many shares and at what price within the company's specified range
they wish to tender.  Based on the number of shares tendered and
the prices specified by the tendering stockholders, the company
will determine the lowest price per share within the range at
which the company can purchase 116,666,665 shares of its common
stock or such lesser number of shares as are properly tendered.  
The company will not purchase shares below a price stipulated by a
stockholder, and in some cases, may actually purchase shares at
prices above a stockholder's indication under the terms of the
modified "Dutch auction."  Expedia, Inc.'s directors and executive
officers and Liberty Media Corporation have advised the company
that they do not intend to tender any shares in the tender offer.

"With this action, we couldn't be clearer that the management and
the Board of this company are confident in the value of Expedia
and in its long term future," Barry Diller, Expedia, Inc.'s
Chairman and Senior Executive, said.

Expedia's tender offer, together with an increase in its
indebtedness, is a prudent use of Expedia's financial resources
given its business profile, cash flow, capital structure and
assets, the current market price of the shares and the terms on
which corporate credit currently is generally available in the
credit markets.  Expedia is investing in its own shares for use of
capital and an efficient and effective means to provide value to
its stockholders, including by lowering the company's weighted
average cost of capital.  The tender offer represents the
opportunity for Expedia to return cash to stockholders who elect
to tender their shares, while at the same time increasing non-
tendering stockholders' proportionate interest in Expedia.

After the completion of the tender offer, Expedia expects to have
sufficient cash flow and access to funding to meet its cash needs
for normal operations, anticipated capital expenditures and
acquisition opportunities that may arise.  However, Expedia does
from time to time evaluate potential acquisition opportunities,
which in some cases may involve a significant amount of cash
consideration, and which, as a result of the purchase of shares in
the tender offer and any such acquisitions for cash using the
proceeds of debt financing, could result in a significant further
increase in the amount of Expedia's indebtedness and leverage.

Specific instructions and a complete explanation of the terms and
conditions of the tender offer will be contained in the Offer to
Purchase and related materials that Expedia expects will be mailed
to stockholders of record beginning the week of June 25, 2007.  

MacKenzie Partners, Inc. will serve as information agent and The
Bank of New York will serve as the depositary.  The tender offer
will not be contingent upon any minimum number of shares being
tendered.  However, it will be subject to certain conditions that
will be described in the Offer to Purchase, including the receipt
of financing.

Based in Bellevue, Washington, Expedia, Inc. (NASDAQ: EXPE) --
http://www.expediainc.com/-- is an online travel company,  
empowering business and leisure travelers with the tools and
information they need to efficiently research, plan, book and
experience travel.  

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
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.


FIRST FRANKLIN: Fitch Takes Various Rating Actions on 200 Classes
-----------------------------------------------------------------
Fitch Ratings affirmed 162 classes, downgraded 30, and placed
eight classes on Rating Watch Negative from these First Franklin
Financial Corporation residential mortgage-backed certificates:

Series 2001-FF2

    -- Classes A-1 & A-2 affirmed at 'AAA';
    -- Class M-1 affirmed at 'A';

    -- Class M-2 downgraded to 'B-' from 'BB' and assigned a
       Distressed Recovery rating of 'DR1';

    -- Class M-3 downgraded to 'CC' from 'B' and assigned 'DR4'.

Series 2002-FF1

    -- Classes I-A-2 & II-A-1 affirmed at 'AAA';
    -- Class M-1 downgraded to 'A' from 'AA';
    -- Class M-2 downgraded to 'BBB' from 'A-';
    -- Class M-3 affirmed at 'BBB-'.

Series 2002-FF2

    -- Classes A-1 & A-2 affirmed at 'AAA';
    -- Class M-1 downgraded to 'A+' from 'AA';
    -- Class M-2 affirmed at 'BB+';
    -- Class M-3 affirmed at 'BB+'.

Series 2003-FF2

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 is rated 'A' and placed on Rating Watch Negative;
    -- Classes M-3-A & M-3-F downgraded to 'BBB-' from 'A-';
    -- Classes M-4-A & M-4-F downgraded to 'BBB-' from 'BBB';
    -- Classes M-5-A & M-5-F downgraded to 'BBB-' from 'BBB'.

Series 2003-FF3

    -- Classes I-A & II-A-2 affirmed at 'AAA';

    -- Class M-1 downgraded to 'A' from 'AA' and placed on Rating
       Watch Negative;

    -- Class M-2 downgraded to 'BBB' from 'A' and placed on Rating
  Watch Negative;

    -- Class M-3 downgraded to 'BB' from 'A-' and placed on Rating
       Watch Negative;

    -- Class M-4 downgraded to 'B' from 'BBB-' and placed on
       Rating Watch Negative;

    -- Class B downgraded to 'B' from 'BBB-' and placed on Rating
       Watch Negative.

Series 2003-FF5

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 downgraded to 'BBB' from 'BBB+';
    -- Class M-5 downgraded to 'BB-' from 'BBB';
    -- Class M-6 downgraded to 'B+' from 'BBB-';
    -- Class B downgraded to 'B' from 'BB+'.

Series 2004-FF2

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-'.

Series 2004-FF3

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A';
    -- Class M-4 affirmed at 'A-';
    -- Class B-1 downgraded to 'BB+' from 'BBB+';
    -- Class B-2 downgraded to 'B' from 'BBB';

    -- Class B-3 downgraded to 'B-' from 'BBB-' and assigned
       'DR1'.

Series 2004-FF5

    -- Classes A-1, A-2, & A-3C affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class B affirmed at 'BB+'.

Series 2004-FF7

    -- Classes A-1 & A-5 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 downgraded to 'BB+' from 'BBB-'.

Series 2004-FF10

    -- Classes A-2 & A-3 affirmed at 'AAA';

    -- Class M-1 is rated 'AA' and placed on Rating Watch
       Negative;

    -- Class M-2 is rated 'A' and placed on Rating Watch Negative;

    -- Class M-3 downgraded to 'BBB-' from 'A-';

    -- Class M-4 downgraded to 'BB+' from 'BBB+';

    -- Class M-5 downgraded to 'BB' from 'BBB';

    -- Class M-6 downgraded to 'BB-' from 'BBB-'.

Series 2005-FF5

    -- Classes A-1, A-2B, & A-2C affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 downgraded to 'BBB' from 'BBB+';
    -- Class M-8 downgraded to 'BBB-' from 'BBB+';
    -- Class M-9 downgraded to 'BB' from 'BBB-';
    -- Class M-10 downgraded to 'BB-' from 'BBB-';
    -- Class B downgraded to 'B' from 'BB+'.

Series 2006-FF1

    -- Classes I-A & II-A-1 through II-A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA+';
    -- Class M-4 affirmed at 'AA';
    -- Class M-5 affirmed at 'AA';
    -- Class M-6 affirmed at 'AA-';
    -- Class M-7 affirmed at 'A+';
    -- Class M-8 affirmed at 'A';
    -- Class M-9 affirmed at 'A-';
    -- Class M-10 affirmed at 'BBB+';
    -- Class M-11 affirmed at 'BBB';
    -- Class M-12 affirmed at 'BBB-'.

Series 2006-FF2

    -- Classes A-1 through A-5 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'AA-';
    -- Class M-3 affirmed at 'A+';
    -- Class M-4 affirmed at 'A';
    -- Class M-5 affirmed at 'A-';
    -- Class M-6 affirmed at 'BBB+';
    -- Class M-7 affirmed at 'BBB';
    -- Class M-8 affirmed at 'BBB-'.

Series 2006-FF5

    -- Classes I-A, A-IO, & II-A-1 through II-A-5 affirmed at
       'AAA';

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-';
    -- Class M-11 affirmed at 'BB'.

Series 2006-FF7

    -- Classes I-A, A-IO, & II-A-1 through II-A-5 affirmed at
       'AAA';

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+'.

Series 2006-FF9

    -- Classes I-A, A-IO, & II-A-1 through II-A-4 affirmed at
       'AAA';

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-'.

Series 2006-FF10

    -- Classes A-1 through A-7 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class B-1 affirmed at 'BB+';
    -- Class B-2 affirmed at 'BB'.

The affirmations, affecting approximately $6.9 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $130 million of the outstanding certificates, are
taken as a result of a deteriorating relationship between CE and
expected loss.  In addition, the Rating Watch Negative status
affects approximately $147 million of the outstanding
certificates.  A number of bonds that are downgraded were
previously placed on Rating Watch Negative by Fitch in March 2007.

The negative rating actions on the 2001 through 2003 vintage
transactions are primarily the result of losses exceeding excess
spread and, as a result, eroding the overcollateralization below
target.  In addition, prior to the collateral reset dates the
transactions experienced fast prepayment rates.  As a result, at
this time delinquencies are high because of adverse selection,
whereby weaker borrowers were unable to refinance and exit the
collateral pool.  The combination of reduced CE in the form of OC
and XS and high delinquency increase the credit risk to the
outstanding bonds.

Series 2004-FF3, classes B-1 to B-3 are downgraded because losses
have exceeded excess spread since the OC stepped-down four months
ago and, as a result, eroded the OC below target.  As of the June
2007 remittance date, the OC is $2.8 million below the target of
$8 million.  The OC as a percent of the current balance is 2.4%
($5.2 million).  The cumulative loss as a percentage of the
original collateral balance is 0.91% and the 60+ DQ as a
percentage of the current collateral balance is 21%. Losses are
expected to continue to exceed excess spread.

Series 2004-FF7, class M-9 is downgraded because losses have
exceeded excess spread for the last nine months and, as a result,
eroded the OC below target.  As of the June 2007 remittance date,
the OC is $3.4 million below the target of $3.9 million.  The OC
as a percent of the current balance is 0.13% ($520,000).  In
addition to the OC, class B provides 2.9% in CE to class M-9.  
Class B is not rated by Fitch and has an outstanding balance of
$11.7 million.  The cumulative loss as a percentage of the
original collateral balance is 0.54% and the 60+ DQ as a
percentage of the current collateral balance is 10%.  Losses are
expected to continue to exceed excess spread.

The negative rating actions on series 2004-FF10, classes M-1 to M-
6 are taken as a result of losses exceeding excess spread for
three the last five months and, as a result, eroded the OC below
target.  In addition, this transaction is experiencing negative
trends in the relationship between delinquency and CE.  As of the
June 2007 remittance date, the 60+ DQ is 19.7% of the current
collateral balance, which is relatively high compared to other
First Franklin transactions of similar seasoning.  The FC/REO is
13% of the current collateral balance.  The OC is $576,000 below
the target of $4.9 million.  The OC as a percent of the current
balance is 1.2% ($4.3 million).  The cumulative loss as a
percentage of the original collateral balance is 0.43%.  Losses
are expected to continue to exceed excess spread.

Series 2005-FF5, classes M-7 to M-10 and class B are downgraded
because losses have exceeded excess spread for six of the last
eight months and, as a result, eroded the OC below target.  As of
the June 2007 remittance date, the OC is $840,000 below the target
of $4.2 million.  The OC as a percent of the current balance is
1.1% ($3.4 million).  The cumulative loss as a percentage of the
original collateral balance is 0.6% and the 60+ DQ as a percentage
of the current collateral balance is 13.7%. Losses are expected to
continue to exceed excess spread.

The collateral of the above transactions consists of fixed-rate
and adjustable-rate subprime mortgage loans secured by first liens
on residential properties.  All of the loans were originated or
acquired by First Franklin Financial Corp.  In addition, the loans
collateralizing the above transactions are serviced by either
Chase Home Finance LLC (currently rated 'RPS1' by Fitch),
Countrywide Home Loans Inc. ('RPS1'), HomEq Servicing Corp.
('RPS1'), National City Home Loan Services ('RPS2'), Option One
Mortgage Corp. ('RPS1'), Saxon Mortgage Inc. ('RPS2+'), or Ocwen
Loan Servicing LLC ('RPS2').


FIRST FRANKLIN: Fitch Affirms Ratings on 26 Certificate Classes
---------------------------------------------------------------
Fitch Ratings has affirmed 26 classes, downgraded eight classes
and placed four additional classes on Rating Watch Negative from
the First Franklin Financial Corporation residential mortgage-
backed certificates listed below:

Series 2004-FFH1

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';

    -- Class M-4 downgraded to 'BBB' from 'A+'; placed on Rating
       Watch Negative;

    -- Class M-5 downgraded to 'BB' from 'A'; remains on Rating
       Watch Negative;

    -- Class M-6 downgraded to 'BB-' from 'A-'; remains on Rating
       Watch Negative;

    -- Class M-7 downgraded to 'B' from 'BB+'; placed on Rating
       Watch Negative;

    -- Class M-8 downgraded to 'C/DR4' from 'B+';
    -- Class M-9 affirmed at 'C/DR4'.

Series 2004-FFH2

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 downgraded to 'BB+' from 'BBB-';
    -- Class B-1 downgraded to 'B' from 'B+';
    -- Class B-2 downgraded to 'C/DR5' from 'CC/DR2'.

Series 2006-FFH1

    -- Classes A-1 through A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-'.

The affirmations, affecting approximately $617 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $49 million of the outstanding certificates, are
taken as a result of a deteriorating relationship between credit
enhancement and expected loss.  In addition, the Rating Watch
Negative status affects approximately $24 million of the
outstanding certificates.  A number of bonds that are downgraded
were previously placed on Rating Watch Negative by Fitch in March
2007.

Series 2004-FFH1, classes M-5 to M-9 are downgraded because losses
have exceeded excess spread since the overcollateralization
stepped-down seven months ago and, as a result, completely eroded
the OC. Class B, which is not rated by Fitch, first experienced a
write-down as of the May 2007 remittance date.  As of the June
2007 remittance date, Class B has an outstanding balance of
$20,000 and provides 0.02% in credit enhancement to Class M-9.  
The cumulative loss as a percentage of the original collateral
balance is 2.6% and the 60+ delinquency as a percentage of the
current collateral balance is 36.3%.  Losses are expected to
continue to exceed excess spread.

Series 2004-FFH2, classes M-9, B-1, and B-2 are downgraded because
losses have exceeded excess spread since the OC stepped-down three
months ago and, as a result, eroded the OC below target.  As of
the June 2007 remittance date, the OC is $2.5 million below the
target of $6 million.  The OC as a percent of the current balance
is 1.5% ($3.5 million).  The cumulative loss as a percentage of
the original collateral balance is 2.3% and the 60+ DQ as a
percentage of the current collateral balance is 29%.  Losses are
expected to continue to exceed excess spread.

The collateral of the above transactions consists of subprime
fixed- and adjustable-rate mortgage loans secured by first-liens
on residential properties.  In addition, a majority of the loans
had original loan-to-values over 80%.  All of the loans were
originated or acquired by First Franklin Financial Corp.  The
servicer for series 2001-FFH1 is HomEq Servicing Corp. (rated
'RPS1' by Fitch), series 2004-FFH2 is Saxon Mortgage Inc.
('RPS2+'), and series 2004-FFH6 is National City Home Loan
Services ('RPS2').


FIRST FRANKLIN: Moody's Puts Ratings on Six Certs. Under Review
---------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade six certificates from two First Franklin Mortgage deals
issued in 2002 and 2004.  The transaction consists of subprime
first-lien adjustable and fixed-rate mortgage loans.  The loans
are all originated by First Franklin Financial Corporation.

The six subordinate certificates from the First Franklin 2002-FF3
and 2004-FFH1 transactions have been placed on review for possible
downgrade because existing credit enhancement levels are low given
the current projected losses on the underlying pools.  The
underlying pools in the transactions are below the OC floor and in
the Series 2004-FFH1 transaction the most subordinate non rated B
tranche has assumed $1.8 million of write-downs as of the June
reporting date.

Complete rating actions are :

Issuer: First Franklin Mortgage Loan Trust

Review for Downgrade:

-- Series 2002-FF3; Class M2, current rating A2, under review for
    possible downgrade;

-- Series 2002-FF3; Class M3, current rating A3, under review for
    possible downgrade;

-- Series 2004-FFH1; Class M-6, current rating A3, under review
    for possible downgrade;

-- Series 2004-FFH1; Class M-7, current rating Ba1, under review
    for possible downgrade;

-- Series 2004-FFH1; Class M-8, current rating B2, under review
    for possible downgrade;

-- Series 2004-FFH1; Class M-9, current rating Caa1, under review
    for possible downgrade.


FIRST HORIZON: Fitch Rates $519,000 Class B-5 Certs. at B
---------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc. mortgage pass-
through certificates, series 2007-4 as:

    -- $335,985,137 classes I-A-1 through I-A-17, I-A-PO, I-A-R,
       II-A-1 and II-A-2(senior certificates) 'AAA';

    -- $5,363,000 class B-1 'AA';
    -- $1,903,000 class B-2 'A';
    -- $1,038,000 class B-3 'BBB';
    -- $692,000 class B-4 'BB';
    -- $519,000 class B-5 'B'.

The class B-6 certificate is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by the 1.55% class B-1, the 0.55% class B-
2, the 0.30% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6 certificates.  The ratings on the class B-1, B-2, B-3,
B-4, and B-5 certificates are based on their respective
subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch.

The certificates represent ownership interests in a trust fund
that consists of two cross-collateralized pools of mortgages.  The
senior certificates whose class designation begins with I and II
correspond to Pools I and II, respectively.  Each of the senior
certificates generally receives distributions based on principal
and interest collected from mortgage loans in its corresponding
mortgage pool.  If on any distribution date a pool is under-
collateralized and borrower payments from the underlying loans are
insufficient to pay senior certificate principal and interest,
borrower payments from the other pools that would have been
distributed to the subordinate certificates will instead be
distributed as principal and interest to the under-collateralized
group's senior certificates.  The subordinate certificates will
only receive principal and/or interest distributions after all the
senior certificates receive all their required principal and
interest distributions.

As of the cut-off date, the aggregate Pool consists of
conventional, fully amortizing, fixed-rate mortgage loans secured
by first liens on single-family residential properties,
substantially all (93.92%) of which have original terms to
maturity of 30 years.  Approximately 30.14% of the mortgage loans
in the aggregate pool have interest-only payments scheduled for a
period of 10 years following the origination date of the mortgage
loan.  Thereafter, monthly payments will be increased to include
principal and interest payments to sufficiently amortize the loan
over the remaining term.  

The aggregate principal balance of the pool is $346,019,897 and
the average principal balance is approximately $625,714.  The
mortgage pool has a weighted average original loan-to-value ratio
of 71.82% and the weighted average FICO is 751.  Rate/Term and
cash-out refinance loans account for 16.78% and 24.81% of the
pool, respectively.  Second homes represent 6.00% of the pool, and
investor occupancies represent 0.60% of the pool.  The states with
the largest concentrations are California (21.97%), Washington
(12.11%), Virginia (7.68%), and Maryland (6.43%).  All other
states represent less than 5% of the aggregate pool as of the cut-
off date.


FIRST HORIZON: Fitch Rates $1.4 Mil. 2007-A4 Class B-5 Certs. at B
------------------------------------------------------------------
Fitch rates First Horizon Alternative Mortgage Securities Trust
mortgage pass-through certificates, Series 2007-FA4 as:

    -- $388,225,210 classes I-A-1 through I-A-14, I-A-PO, I-A-R,
       II-A-1 and II-A-PO certificates (senior certificates)
       'AAA';

    -- $13,009,000 class B-1 'AA';
    -- $4,130,000 class B-2 'A';
    -- $2,685,000 class B-3 'BBB';
    -- $2,065,000 privately offered class B-4 'BB';
    -- $1,455,000 privately offered class B-5 'B';

The 'AAA' rating on the senior certificates reflects the 6.00%
subordination provided by the 3.15% Class B-1, the 1.00% Class B-
2, the 0.65% Class B-3, the 0.50% privately offered Class B-4, the
0.35% privately offered Class B-5, and the 0.35% privately offered
Class B-6.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch Ratings.

Substantially all of the mortgage loans were underwritten to First
Horizon's 'Super Expanded Underwriting Guidelines'.  These
guidelines are less stringent than First Horizon's general
underwriting guidelines and could include limited documentation,
higher loan-to-value ratios and lower FICO scores.  Mortgage loans
underwritten to the 'Super Expanded Underwriting Guidelines' could
experience higher rates of default and losses than loans
underwritten using First Horizon's general underwriting
guidelines.

The certificates represent ownership interests in a trust fund
that consists of two cross-collateralized pools of mortgages.  The
senior certificates whose class designation begins with I, and II
correspond to Pools I, and II, respectively.  Each of the senior
certificates generally receives distributions based on principal
and interest collected from mortgage loans in its corresponding
mortgage pool.  If on any distribution date a pool is under-
collateralized and borrower payments from the underlying loans are
insufficient to pay senior certificate principal and interest,
borrower payments from the other pools that would have been
distributed to the subordinate certificates will instead be
distributed as principal and interest to the under-collateralized
group's senior certificates.  The subordinate certificates will
only receive principal and /or interest distributions after all
the senior certificates receive all their required principal and
interest distributions.

As of the cut-off date, June, 1st, 2007, the aggregate Pool
consists of conventional, fully amortizing, fixed-rate mortgage
loans secured by first liens on single-family residential
properties, substantially all of which (96.85%) have original
terms to maturity of 30 years.  Approximately 33.33% of the
mortgage loans in the aggregate pool have interest only payments
scheduled for a period of ten years following the origination date
of the mortgage loan.  Thereafter, monthly payments will be
increased to include principal and interest payments to
sufficiently amortize the loan over the remaining term.

The aggregate principal balance of the pool is $413,005,657 and
the average principal balance is approximately $253,689.  The
mortgage pool has a weighted average original loan-to-value ratio
of 72.27% and the weighted average FICO is 716.  Rate/Term and
cash-out refinance loans account for 13.99% and 41.41% of the
pool, respectively.  Second homes represent 5.41% of the pool, and
investor occupancies represent 26.29% of the pool.  The states
with the largest concentrations are California (15.93%),
Washington (7.80%), Arizona (7.69%), Maryland (6.34%) and Utah
(5.68%).  All other states represent less than 5% of the aggregate
pool as of the cut-off date.


FIRST HORIZON: Fitch Rates 2007-AR2 Class B-5 Certificates at B
---------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc. mortgage pass-
through certificates, series 2007-AR2, as:

    -- $412,001,100 classes I-A-1, I-A-2, I-A-3, I-A-R, II-A-1,
       III-A-1, III-A-2 and III-A-3 (senior certificates) 'AAA';

    -- $5,728,000 class B-1 'AA';
    -- $2,545,000 class B-2 'A';
    -- $1,698,000 class B-3 'BBB';
    -- $849,000 class B-4 'BB';
    -- $637,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by the 1.35% class B-1, the 0.60% class B-
2, the 0.40% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5 and the 0.20% privately offered
class B-6 certificates.  The ratings on the class B-1, B-2, B-3,
B-4, and B-5 certificates are based on their respective
subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch Ratings.

The certificates represent ownership interests in a trust fund
that consists of three cross-collateralized pools of mortgages.  
The senior certificates whose class designation begins with I, II
and III correspond to Pools I, II and III, respectively.  Each of
the senior certificates generally receives distributions based on
principal and interest collected from mortgage loans in its
corresponding mortgage pool.  If on any distribution date a pool
is under-collateralized and borrower payments from the underlying
loans are insufficient to pay senior certificate principal and
interest, borrower payments from the other pools that would have
been distributed to the subordinate certificates will instead be
distributed as principal and interest to the under-collateralized
group's senior certificates.  The subordinate certificates will
only receive principal and/or interest distributions after all the
senior certificates receive all their required principal and
interest distributions.

As of the cut off date, June 1st, 2007, the Aggregate Pool
consists of conventional, fully amortizing, adjustable-rate
mortgage loans secured by first liens on single-family residential
properties, substantially all of which have original terms to
maturity of 30 years.  The loans in pool I, II and III have an
initial fixed interest rate period of five, seven and ten years,
respectively.  Thereafter, the interest rate will adjust become
subject to adjustment on a annual basis based on a specified
index.  Approximately 85.66% of the loans in the aggregate pool
have interest only payments scheduled for ten years after the
origination of the loan.  Thereafter, monthly payments will be
increased to include principal and interest payments to
sufficiently amortize the loan over the remaining term.

As of the cut off date the aggregate principal balance is
$424,306,758, the average principal balance of the loans is
approximately $694,446.  The mortgage pool has a weighted average
original-loan to-value of 70.54%; and the weighted average FICO is
754. Rate/Term and cash-out refinance loans account for 23.51% and
25.00% of the pool, respectively.  Second homes represent 4.46% of
the pool, and investor occupancies represent 1.69% of the pool.  
The states with the largest concentrations are California
(48.17%), Washington (11.51%), and Arizona (5.83%).  All other
states represent less than 5% of the pool as of the cut-off date.


FIRST NATIONWIDE: Fitch Retains Junk Rating on Class II-B-5 Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed First Nationwide Mortgage Corporation's
residential mortgage pass-through certificates, series 2000-1, as:

Series 2000-1 Group 2

    -- Class II-P and II-X at 'AAA';
    -- Class II-B-1 at 'AAA';
    -- Class II-B-2 at 'AAA';
    -- Class II-B-3 at 'A';
    -- Class II-B-4 at 'BB';
    -- Class II-B-5 remains at 'CCC/DR2'.

The affirmations, affecting approximately $2.5 million in
outstanding certificates, reflect adequate levels of credit
enhancement to future expected losses.  As of the May 2007
distribution date, the transaction is 81 months seasoned and the
pool factor is 2%.


FIRST NATIONWIDE: Fitch Junks Rating on 2004-4 Class DB3 Certs.
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on the First
Nationwide Mortgage Corporation residential mortgage pass-through
certificates:

Series 2001-4 Groups 1 and 2

    -- Class A affirmed at 'AAA';
    -- Class CB1 affirmed at 'AAA';
    -- Class CB2 affirmed at 'AAA';
    -- Class CB3 affirmed at 'AA+';
    -- Class IB4 & IIB4 affirmed at 'A+';
    -- Class IB5 & IIB5 affirmed at 'BBB+';

Series 2001-4 Groups 3, 4 and 5

    -- Class A affirmed at 'AAA';
    -- Class DB1 affirmed at 'AAA';
    -- Class DB2 affirmed at 'A';
    -- Class DB3 downgraded to 'CC/DR3' from 'CCC/DR1'
    -- Class DB4 remains at 'C/DR6'.

The collateral consists of 15-year and 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties.  As of the May 2007, the transactions are
seasoned 69 months and the pool factors are 2% and 3% for series
2001-4 Group 1-2 and series 2001-4 Groups 3-5, respectively.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $15.4 million of outstanding certificates.  The
negative rating action downgrade of class DB3 reflects the
deterioration in the relationship of CE to future loss
expectations and affects approximately $113,768 of outstanding
certificates.


FORD CREDIT: S&P Rates $39.8 Million Class D Notes at BB+
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Ford
Credit Auto Owner Trust 2007-A's $2.032 billion asset-backed notes
series 2007-A.
     
The ratings reflect:

     -- The characteristics of the pool being securitized;

     -- The credit enhancement in the form of subordination, cash,
        and excess spread, which is augmented through yield
        supplement overcollateralization;

     -- Ford Motor Credit Co.'s extensive securitization
        performance history;

     -- The timely interest and principal payments made under
        stressed cash flow modeling scenarios appropriate to the
        rating category; and

     -- The sound legal structure.
   
   
                        Ratings Assigned
              Ford Credit Auto Owner Trust 2007-A
   
           Class                 Rating        Amount
           -----                 ------        ------
           A-1                   A-1+        $466,000,000
           A-2A                  AAA         $300,000,000
           A-2B                  AAA         $287,596,000
           A-3A                  AAA         $255,444,000
           A-3B                  AAA         $294,000,000
           A-4A                  AAA         $144,330,000
           A-4B                  AAA         $145,000,000
           B                     A+           $59,759,000
           C                     BBB+         $39,840,000
           D*                    BB+          $39,839,000

              * The class D notes are privately placed.


FREMANTLE LIMITED: Moody's Rates Class C Variable Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned ratings to the Notes issued by
Fremantle Limited, an exempted company incorporated under the laws
of the Cayman Islands:

-- Aa1 to the $60,000,000 Series 2007-I, Class A Principal At-
    Risk Variable Rate Notes Due 2010;

-- A3 to the $60,000,000 Series 2007-I, Class B Principal At-Risk
    Variable Rate Notes Due 2010; and

-- Ba2 to the $80,000,000 Series 2007-I, Class C Principal At-
    Risk Variable Rate Notes Due 2010.

Moody's ratings of the notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.  The ratings also address the
effectiveness of the documentation in conveying the risks inherent
in the structure.

The ratings of the notes address the Scheduled Redemption Date,
disregarding any extension date that may apply.


GAMUT REINSURANCE: Moody's Rates $60 Million Class C Notes at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Gamut Reinsurance Limited:

-- Aa3 to the $60,000,000 Class A Secured Floating Rate Notes due
    January 31, 2010;

-- Baa3 to the $120,000,000 Class B Secured Floating Rate Notes
    due January 31, 2010; and

-- Ba3 to the $60,000,000 Class C Secured Floating Rate
    Deferrable Notes due January 31, 2010.

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

The ratings assigned to the notes are primarily derived from the
conclusion of analyses performed by Moody's of the potential loss
amounts that could result from the underlying risks with respect
to specific natural catastrophe risks.  The ratings also address
the effectiveness of the documentation in conveying the risks
inherent in the structure and the credit quality of the Collateral
Agreements in the portfolio.

Nephila Capital Ltd will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


GATEHOUSE MEDIA: Files Registration Statement for Public Offering
-----------------------------------------------------------------
GateHouse Media Inc. has filed a registration statement on
Form S-1 for a proposed follow-on public offering of 17 million
shares of its common stock.  In addition, GateHouse Media has
granted the underwriters of the offering an option to purchase up
to an additional 2.55 million shares of common stock.

Funds managed by affiliates of Fortress Investment Group LLC,
which beneficially own approximately 60% of GateHouse Media's
common stock, are not selling any shares in the offering.
    
Proceeds from this offering are intended to be used to repay
amounts outstanding under GateHouse Media's bridge term loan
credit facility and for general corporate purposes.
    
The underwriters for the offering are led by Goldman Sachs & Co.,
Wachovia Securities and Morgan Stanley & Co. Incorporated as joint
book-running managers, with Bear Stearns & Co. Inc, BMO Capital
Markets, Lazard Capital Markets and Allen & Company LLC. acting as
co-managers.  

The offering will be made only by means of a prospectus.  When
available, a written preliminary prospectus related to the
offering may be obtained from:

     a) Goldman Sachs & Co.
        Prospectus Department
        No. 85 Broad Street,
        New York, NY 10004
        Fax (212) 902-9316

     b) Wachovia Securities'
        Prospectus Department
        375 Park Avenue
        New York, NY 10152

     c) Morgan Stanley & Co. Incorporated
        Prospectus Department
        180 Varick Street, 2nd Floor
        New York, NY 10014
        Telephone (866) 718-1649
   
                       About GateHouse Media

Headquartered in Fairport, New York, GateHouse Media Inc. (NYSE:
GHS) -- http://www.gatehousemedia.com/-- is a publisher of   
locally based print and online media in the U.S. as measured by
its 87 daily publications.  The company currently serves local
audiences of more than 10 million per week across 20 states
through hundreds of community publications and local websites.  As
of March 31, 2007, Fortress Investment Group LLC beneficially
owned approximately 57.8% of the company's outstanding common
stock.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Moody's placed ratings of GateHouse Media Operating, Inc. under
review for possible downgrade, following the company's
announcement that it has signed a definitive stock and asset
purchase agreement to acquire 9 publications from The Copley
Press, Inc. for a net purchase price, including working capital
adjustments, of $380 million.  The ratings placed under review
include the company's $40 million senior secured first lien
revolving credit facility, due 2014 -- B1; $670 million senior
secured term loan B, due 2014 -- B1; $250 million senior secured
delayed draw term loan, due 2014 -- B1; Corporate Family rating --
B1; and Probability of Default rating -- B2.


GEOEYE INC: S&P Revises Outlook to Developing from Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dulles,
Virginia-based GeoEye Inc. to developing from negative.
     
All ratings, including the 'B-' corporate credit rating, are
affirmed.  GeoEye had about $246 million in outstanding debt as of
March 31, 2007.
      
"The outlook change reflects the company's dependence on the
launch of GeoEye-1, an advanced high-resolution imaging satellite,
to implement its business plan," said Standard & Poor's credit
analyst Naveen Sarma.  The launch is currently expected by year-
end.  The NextView contract, under which the GeoEye satellite is
being developed, calls for a minimum of $197 million of imagery
purchases by the National Geospatial Intelligence Agency during
the six quarters after the satellite is placed into service.
     
If the launch is successful, the company would nearly double its
revenues based on an annualized first quarter, a circumstance that
would fully support a higher rating.  Conversely, if the satellite
is not successfully deployed, GeoEye would be left with two
operating satellites that are nearing the end of their expected
lives and would face declining revenues.  While S&P do not
anticipate a near-term liquidity problem, the company would need
to quickly replace the GeoEye satellites to remain viable in the
long term.  Under this scenario, S&P would revise the outlook back
to negative.
     
The ratings on GeoEye reflect a high degree of business risk
because of revenue concentration from a U.S. government contract,
disproportionate reliance on the successful launch of a new
satellite, especially following the failure of Orbview-3, and weak
near-term cash flow due to spending on GeoEye-1.  The rating
recognizes that U.S. government contracts are not guaranteed until
Congress appropriates the funds and that, although unlikely, U.S.
government agencies may terminate or suspend their contracts at
any time, with or without cause.  These risks are tempered by the
company's position as one of only two providers of commercial
satellite imagery services and rising demand for such services.


GLOBAL HOME: Can Use Madeleine's Cash Collateral Until Sept. 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Global Home Products LLC and its debtor-affiliates authority
to continue using the cash collateral securing repayment of
their obligations to Madeleine LLC until September 30, 2007.

The Debtors tell the Court that they need to continue to use
Madeleine's cash collateral to perform their obligations under
the asset purchase agreements for Burnes Group, WearEver and
Anchor Hocking Sale.

Madeleine is a creditor holding approximately $200,000,000 in
secured claims.  As adequate protection, the Debtors grant
Madeleine a valid, perfected and enforceable lien upon all of
their assets and superpriority administrative claim over any and
all administrative expenses.

In addition, the Debtors' motion also seeks to extend the adequate
protection of Madeleine to $276,000.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/   
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GREYSTONE HOLDINGS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Greystone Holdings, Ltd.
        1034 South Commerce Street
        Las Vegas, NV 89106

Bankruptcy Case No.: 07-13863

Type of Business: The Debtor filed for Chapter 11 protection on
                  May 22, 2006 (Bankr. D. Nev. Case No. 06-11085).

Chapter 11 Petition Date: June 29, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: William A. Hustwit, Esq.
                  7231 Southeastern Avenue, B-181
                  Las Vegas, NV 89119
                  Tel: (702) 353-1200
                  Fax: (702) 304-1015

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's List of its Largest Unsecured Creditor:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Richard Pocoroba               Loan                      $55,000
60 Colleton River Drive
Henderson, NV 89052


GS MORTGAGE: Fitch Affirms B- Rating on $14.6MM Class Q Certs.
--------------------------------------------------------------
Fitch Ratings has affirmed GS Mortgage Securities Corporation II
commercial mortgage pass-through certificates, series 2006-GG6,
as:

    -- $90.7 million class A-1 at 'AAA';
    -- $1.05 billion class A-2 at 'AAA';
    -- $75.6 million class A-3 at 'AAA';
    -- $187.8 million class A-AB at 'AAA';
    -- $1 billion class A-4 at 'AAA';
    -- $311.5 million class A-1A at 'AAA';
    -- $390.1 million class A-M at 'AAA';
    -- $292.6 million class A-J at 'AAA';
    -- interest only class X-C at 'AAA';
    -- interest only class X-P at 'AAA';
    -- $19.5 million class B at 'AA+';
    -- $48.8 million class C at 'AA';
    -- $39 million class D at 'AA-';
    -- $29.3 million class E at 'A+';
    -- $43.9 million class F at 'A';
    -- $39 million class G at 'A-';
    -- $39 million class H at 'BBB+';
    -- $43.9 million class J at 'BBB';
    -- $43.9 million class K at 'BBB-';
    -- $24.4 million class L at 'BB+';
    -- $14.6 million class M at 'BB';
    -- $19.5 million class N at 'BB-';
    -- $4.9 million class O at 'B+';
    -- $9.8 million class P at 'B';
    -- $14.6 million class Q at 'B-'.

The $53.6 million class S is non- rated by Fitch.

The rating affirmations are the result of stable performance and
minimal paydown since issuance.  There are currently no delinquent
or specially serviced loans.  As of the June 2007 remittance
report, the transaction has paid down 0.3% to $3.89 billion from
$3.9 billion at issuance.

Two loans, The Shops at LaCantera (3.3%) and Whalers Village
(2.8%) are credit assessed by Fitch.  Both properties are malls
located in San Antonio, TX and Lahaina, HI, respectively.  Based
on stable performance since issuance, the loans maintain their
investment grade credit assessments.  The 2006 year-end occupancy
of The Shops at LaCantera was 98.1% compared to 97.3% at issuance.  
YE 2006 occupancy for Whalers Village remains stable at 98.6%
compared to 98.4% since issuance.


GSI GROUP: Commences Cash Tender Offer to Buyback 12% Senior Notes
------------------------------------------------------------------
The GSI Group Inc. has commenced a cash tender offer to repurchase
all of its outstanding 12% Senior Notes due 2013 (CUSIP No.
36229NAD0).

In connection with the tender offer, the company is soliciting
consents to amend the indenture governing the Notes to:

   a) eliminate substantially all of the restrictive covenants;

   b) eliminate certain events of default;

   c) modify covenants regarding mergers and consolidations; and

   d) modify or eliminate certain other provisions, including
      certain provisions relating to defeasance.

The tender offer and related consent solicitation were made in
connection with the merger of the company's parent, GSI Holdings
Corp., with an affiliate of Centerbridge Capital Partners, L.P.

The tender offer and consent solicitation were made upon the terms
and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated June 29, 2007, and the related
Consent and Letter of Transmittal.

The tender offer will expire at midnight, New York City time, on
Aug. 13, 2007, unless extended or earlier terminated.  The consent
solicitation will expire at 5:00 p.m., New York City time, on
July 13, 2007, unless extended or earlier terminated.  Tendered
Notes may not be withdrawn and consents may not be revoked after
the Consent Payment Deadline.

The total consideration for each $1,000 principal amount of the
Notes validly tendered and not validly withdrawn pursuant to the
tender offer will be a price equal to the sum of the present value
on the initial payment date of $1,060.00, which is the redemption
price for the Notes, on May 15, 2009, the first redemption date,
plus the present value on the initial payment date of any interest
that would accrue with respect to each $1,000 principal amount of
such Notes from the most recent interest payment date to, but not
including May 15, 2009, less accrued but unpaid interest from the
last interest payment date to the initial payment date.

The present value of the Notes will be determined on the basis of
a yield to May 15, 2009 equal to the sum of (x) the yield to
maturity on the 5.50% U.S. Treasury Note due May 15, 2009, as
calculated by UBS Securities LLC, in accordance with standard
market practice, based on the bid price for such Reference
Securities as of 11:00 a.m., New York City time, and (y) a spread
of 50 basis points.

The total consideration for the Notes described above includes a
consent payment equal to $20 per $1,000 principal amount of
tendered Notes.  Holders must validly tender their Notes on or
before the Consent Payment Deadline in order to be eligible to
receive the total consideration, including the consent payment.

Holders who validly tender their Notes after the Consent Payment
Deadline and before the tender offer expiration date will only be
eligible to receive an amount equal to the total consideration
minus the consent payment.  Holders of Notes that are accepted for
payment by the company will also receive accrued and unpaid
interest up to, but not including, the applicable payment date for
such Notes.

The company expects to pay for Notes that have been validly
tendered and not validly withdrawn prior to the Consent Payment
Deadline and that are accepted for payment, after the date on
which all conditions to the tender offer have been satisfied or
waived.  

This initial payment date is expected to occur on Aug. 1, 2007,
assuming all conditions to the offer have been satisfied or
waived.  The price determination date is expected to occur on the
business day preceding the initial payment date.  For Notes that
have been validly tendered after the Consent Payment Deadline and
that are accepted for payment, the company expects to make payment
promptly after the tender offer expiration date, assuming all
conditions to the tender offer have been satisfied or waived.


The tender offer and consent solicitation were conditioned on the
satisfaction of certain conditions including:

   -- the tender of notes and delivery of consents, on or prior to
      the Consent Payment Deadline, representing a majority of the
      principal amount of such Notes outstanding;

   -- the execution by the trustee of the supplemental indentures
      implementing the proposed amendments following receipt of  
      the requisite consents;

   -- the receipt and availability of funds from financings         
      obtained in connection with the merger necessary to pay the
      total consideration or tender offer consideration plus
      accrued interest to the applicable payment date, for validly
      tendered and not validly withdrawn Notes; and

   -- all of the conditions precedent to the Merger have been
      satisfied or waived and the closing of the Merger shall
      have occurred or shall be occurring substantially
      concurrent with the initial payment date.

The company has retained UBS Securities LLC to act as the Dealer
Manager for the tender offer and Solicitation Agent for the
consent solicitation.  Questions regarding the tender offer and
the consent solicitation should contact the Dealer Manager at
(888) 722-9555, ext. 4210 (toll-free) or (203) 719-4210 (collect).
Requests for documentation may be directed to MacKenzie Partners,
Inc., the Information Agent, which can be contacted at (800) 322-
2885 (toll-free) or (212) 929-5500 (collect).

                         About GSI Group

Headquartered in Assumption, Illinois, The GSI Group Inc. --
http://www.grainsystems.com/-- manufactures of agricultural  
equipment.  The company's grain, swine and poultry products are
used by producers and purchasers of grain, and by producers of
swine and poultry.  The company is comprised of several
manufacturing divisions.  Grain Systems (GSI), and GSI
International are the grain storage, drying and material handling
divisions of The GSI Group.  

GSI manufactures galvanized steel storage bins and many types of
grain drying systems including portable, stacked, tower and
process dryers. In addition, GSI carries a full line of material
handling equipment including augers, bin sweeps, bucket elevators,
conveyors, distributors, chain loop systems, and grain spreaders.

The GSI Group markets its products to over 75 countries worldwide
through a network of independent dealers to grain/protein
producers and large commercial businesses.

                           *     *     *

As reported in the Troubled Company Reporter on June 28, 2007,
Moody's Investors Service placed the ratings of The GSI Group,
Inc. under review for possible downgrade.  Ratings under review
were: B2 corporate family rating; B2 probability of default
rating; and B3 guaranteed senior global notes rating.

Standard & Poor's Ratings Services revised its outlook on GSI
Group Inc. to negative from stable.  At the same time, Standard &
Poor's affirmed its ratings the company including its 'B'
corporate credit rating.


GSR MORTGAGE: Fitch Rates $1.1 Mil. Class B-5 Certificates at B
---------------------------------------------------------------
Fitch rates GSR Mortgage Loan Trust, series 2007-4F, residential
mortgage pass-through certificates as:

    --  $764,416,993 classes 1A-1, 2A-1 through 2A-8, 3A-1 through
       3A-11, 4A-1, 4A-2, 5A-1, 6A-1, 7A-1, A-P and A-X (senior
       certificates) 'AAA';

    -- $1,190,000 class M-1 'AA+';

    -- $11,062,000 class B-1 'AA';

    -- $5,135,000 class B-2 'A';

    -- $2,766,000 class B-3 'BBB';

    -- $2,370,000 class B-4 'BB';

    -- $1,185,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.25%
subordination provided by the 0.15% class M-1, 1.40% class B-1,
0.65% class B-2, 0.35% class B-3, 0.30% privately offered class B-
4, 0.15% privately offered class B-5, and 0.25% privately offered
class B-6.  Class B-6 is not rated by Fitch.  The ratings also
reflect the quality of the underlying collateral, the strength of
the legal and financial structures, and the master servicing
capabilities of Wells Fargo Bank, N.A., which is rated 'RMS1' by
Fitch.

As of the cut-off date, June 1, 2007, the pool of loans consists
of 1,414 fixed-rate mortgage loans, which have 5-year through 40-
year amortization terms.  The mortgage pool has an average unpaid
principal balance of $558,770 and a weighted average FICO score of
738.  The weighted average amortized current loan-to-value ratio
is 69.38%.  Rate/Term and cash-out refinances represent 26.02 and
39.00%, respectively, of the mortgage loans.  The states that
represent the largest geographic concentration of mortgaged
properties are California (35.28%), Florida (6.80%), Virginia
(6.07%) and Illinois (5.03%).  All other states comprise fewer
than 5% of properties in the pool.


HANESBRANDS INC: Advances Planned Cost-Reduction Strategy
---------------------------------------------------------
Hanesbrands Inc. continued progress in executing its consolidation
and globalization cost-reduction strategy.

The latest company streamlining, including consolidation through
nine plant closures in four countries and a worldwide reduction of
management and administrative jobs, is part of a multiyear effort
the company began when it was spun off as an independent company
in September 2006.

Hanesbrands expects to take restructuring and related charges of
approximately $3 million for the closures, including severance,
lease exit costs and accelerated depreciation of fixed assets.  
"We are making significant progress in consolidating our
organization and executing our global supply chain strategy,"
Hanesbrands Chief Executive Officer Richard A. Noll said.  "This
streamlining is part of our larger cost-reduction and process-
standardization strategies to increase competitiveness and become
a more effective organization.  Taking these actions will better
position us to achieve our long-term growth goals and financial
objectives and help us in our efforts to offset independent
company costs and selected investments we are making in our
business."

Hanesbrands has long-term annual growth goals of 1% to 3% for
sales, 6% to 8% for operating profit excluding actions and double-
digit gains for earnings per share excluding actions.  The
foundation for achieving these long-term growth goals is baseline
performance in 2007.

Most of the cost-saving actions are expected to be completed by
the end of the year.  Approximately 5,300 employees will be
affected, while the company has added or will add approximately
3,000 positions at other company manufacturing plants to absorb
shifted production.

The company will close plants and operations affecting nearly
5,000 employees in Canada, the Dominican Republic, Mexico, and the
United States and Puerto Rico, while moving production to lower-
cost operations in Central America and Asia.  In addition,
approximately 350 management and administrative positions will be
eliminated, with the majority of these positions based in the
United States.

"These efforts are a competitive necessity to strengthen our
overall company and its growth opportunities, but we regret that
employees will be affected by losing jobs," Mr. Noll said.  "We
have an outstanding workforce that exhibits continued commitment
and professionalism even when receiving difficult news. We will
work diligently to assist in their transition."

Hanesbrands expects to incur restructuring and related charges for
these actions, including severance costs and accelerated
depreciation of fixed assets, totaling approximately $42 million,
primarily in the second quarter of fiscal 2007 with the majority
of the remainder in the second half of fiscal 2007.  Approximately
$12 million of the charges will be noncash.  These charges, plus
restructuring charges of $74 million, represent nearly half of the
approximately $250 million in restructuring charges the company
expects to incur in the three years following its spinoff.

Hanesbrands will continue to execute its global supply chain
strategy of moving production and operations to lower-cost
countries, operating fewer and bigger facilities and aligning
production flow for maximum flexibility.  In the long-term, the
company expects to balance its supply chain between the Western
Hemisphere and Asia

The moves will help the company concentrate bra sewing and
manufacturing to lower-cost operations in Central America and
Asia, will further efforts to create a lower-cost sewing network
for knit products in Central America, and will help consolidate
the supply chain that was supporting retail sales in Canada and
Mexico with our overall supply chain.

"In addition to improving cost competitiveness, these moves will
improve the alignment of our sewing operations with the flow of
textiles and will leverage the company's large scale in high-
volume products," Gerald Evans, Hanesbrands executive vice
president and chief global supply chain officer, said.  "This
realignment will also better position us for expansion of our
Asian supply chain.  In November, we acquired a sewing facility in
Thailand, our first self-owned Asian production facility."

                      Actions by Country

In Canada the company's intimate apparel fabric cutting plant in
Montreal will cease production, affecting approximately 50
employees.  Production will shift to Asia.

In the Dominican Republic, the company will cease production at
sewing plants in Santo Domingo and Santiago, shifting production
to company sewing plants in Central America and ThailandThe plant
closures will affect approximately 2,500 employees.

In Mexico, production will cease at sewing or fabric cutting
plants for knit products and intimate apparel in Cadereyta de
Montes, Madero, Merida and Nueva Rosita, affecting 2,200
employees. Production will shift to Central America and elsewhere
in Mexico.

In Puerto Rico, the company will close its innerwear fabric
cutting plant in Vega Baja, employing approximately 150.  
Production will move to company cutting plants in Central America
and Thailand.

In the United States, intimate apparel fabric lamination and
sewing in Statesville, North Carolina, with 70 employees, will
cease operations and shift to Central America.

Of the approximately 350 management and administrative positions
that will be eliminated worldwide, approximately 90% are in the
United States.

                      About Hanesbrands

Hanesbrands Inc. -- http://www.hanesbrands.com/-- markets
innerwear, outerwear and hosiery apparel under consumer brands,
including Hanes, Champion, Playtex, Bali, Just My Size, barely
there and Wonderbra.  The company designs, manufactures, sources
and sells T-shirts, bras, panties, men's underwear, children's
underwear, socks, hosiery, casual wear and active wear.
Hanesbrands has approximately 50,000 employees in 24 countries,
including India and China.

                           *     *     *

Standard & Poor's Ratings Services affirmed Hanesbrands Inc.'s B+
corporate family rating on December 2006.


HANOVER INSURANCE: Fitch Says Planned Buy Won't Impact Ratings
--------------------------------------------------------------
Fitch Ratings said Friday that The Hanover Insurance Group's
recently announced agreement to acquire Professionals Direct, Inc.
for $23.2 million won't impact THG's current ratings.

Professionals Direct provides professional liability insurance to
small and mid-sized law firms and generates annual premiums of
approximately $30 million.  Given the relatively small size of
Professionals Direct relative to THG's overall business profile,
Fitch does not view this transaction as having an impact on THG's
current ratings.  The transaction is expected to close by the
fourth quarter of 2007, subject to regulatory review and
approvals.  The Rating Outlook remains Stable and a full rating
list is shown below.

THG's ratings are based on the company's adequate capitalization,
recent favorable reserve development and conservative investment
portfolio.  Offsetting these positives is Fitch's concern that
while THG's underwriting results have improved, they continue to
lag the results of many of its peers.  Fitch believes the
company's ability to further improve results is hampered by its
status as a midsized regional company, higher than industry
average expense ratio and cyclical pressures across various lines.

These ratings remain unchanged by Fitch:

The Hanover Insurance Group

    -- Issuer Default Rating 'BBB';
    -- 7.625% senior unsecured notes due 2025 'BBB-'.

AFC Capital Trust I

    -- 8.207% trust preferred securities due 2037 'BB+'.

The Hanover Insurance Company

    -- Insurer Financial Strength at 'A-'.

Citizens Insurance Company of America

    -- Insurer Financial Strength at 'A-'.


HORIZON LINES: Good Performance Cues S&P to Lift Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Horizon Lines Inc. to 'BB-' from 'B'.  The rating on the
bank loan was raised from to 'BB' from 'B+'; the recovery rating
remains '2', indicating expectations of substantial (70%-90%)
recovery in the event of a payment default.  The rating on the
senior unsecured notes was raised to 'B' from 'CCC+'.  The outlook
is now stable.
     
The upgrades reflect the company's improving operating performance
and S&P's belief that the company will continue to generate
improved credit metrics over the near to intermediate term.  The
Charlotte, North Carolina-based shipping company has over $800
million of lease-adjusted debt.
      
"The upgrade was prompted by Horizon Lines' improving operating
performance," said Standard & Poor's credit analyst Lisa Jenkins.  
"We believe that the company's fleet renewal program and cost-
cutting initiatives will lead to improved credit metrics over the
near to intermediate term, despite an increase in lease-adjusted
debt related to the delivery of five new ships."
     
Ratings reflect Horizon Lines' highly leveraged financial profile
and participation in the capital-intensive and competitive
shipping industry.  Positive credit factors include the barriers
to entry afforded by the Jones Act, stable demand from the
company's diverse customer base, and improving operating
performance.
     
Horizon Lines primarily transports goods between the continental
U.S. and Alaska, Puerto Rico, Hawaii, and Guam.  It operates under
the Jones Act, which requires that shipments between U.S. ports be
carried on U.S.-built vessels that are registered in the U.S. and
crewed by U.S. citizens.  These requirements limit the competitive
landscape by excluding direct competition from foreign-flagged
vessels.  Competition from other modes of transportation is also
limited because of cost and geographic considerations.  Despite
these limitations, however, markets remain competitive as Horizon
Lines faces at least one strong competitor in each of its markets.  
Horizon Lines serve a diverse customer base that includes major
manufacturing and consumer products companies.  Many of the
products it transports are staples, which results in a fairly
stable revenue base, although certain products experience more
cyclical demand patterns.
     
Horizon Lines is expected to benefit from improved operating
efficiencies over the near to intermediate term which should lead
to improved credit metrics, and this is factored into the ratings.  
If the expected improvement fails to materialize, the outlook
could be revised to negative.  An outlook change to positive is
considered less likely over the near to intermediate term.


HSPI DIVERSIFIED: Moody's Rates $6 Million Class D Notes at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Composite Obligations issued by HSPI Diversified CDO
Fund II, Ltd.:

-- Aaa to the $26,500,000 Class S Senior Secured Floating Rate
    Notes due July 2015;

-- Aaa to the $350,000,000 Class A-1 Senior Secured Floating Rate
    Notes due July 2052;

-- Aaa to the $105,000,000 Class A-2 Senior Secured Floating Rate
    Notes due July 2052;

-- Aaa to the $63,000,000 Class A-3 Senior Secured Floating Rate
    Notes due July 2052;

-- Aa2 to the $85,000,000 Class A-4 Senior Secured Floating Rate
    Notes due July 2052;

-- A1 to the $26,000,000 Class B-1 Senior Subordinate Secured
    Floating Rate Notes due July 2052;

-- A3 to the $35,000,000 Class B-2 Senior Subordinate Secured
    Floating Rate Notes due July 2052;

-- Baa2 to the $5,000,000 Class C Senior Subordinate Secured
    Floating Rate Notes due July 2052;

-- Ba1 to the $6,000,000 Class D Subordinate Secured Floating
    Rate Notes due July 2052; and

-- Baa2 to the $7,500,000 Composite Obligations due July 2052.

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

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

Halcyon Securitized Products Investors L.P. will manage the
selection, acquisition and disposition of collateral on behalf of
the Issuer.


IAP WORLDWIDE: S&P Cuts Rating to B- & Says Outlook is Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered the ratings on IAP
Worldwide Services Inc., including its corporate credit rating to
'B-' from 'B'.  The outlook is negative.  As of March 31, 2007,
the Cape Canaveral, Florida-based logistics services provider had
total balance sheet debt of around $532 million.
      
"The downgrade reflects further deterioration in credit metrics
which could result in a covenant violation and greater concern
regarding the company's ability to meet principal and interest
payments.  Prospects for improved operating results diminished
following the announcement that IAP was not selected as one of
three companies to provide logistical services to the U.S. Army
under the LOGCAP IV contract," said Standard & Poor's analyst Dan
Picciotto.  The credit metrics have declined as a result of
delayed government appropriations and low hurricane activity.


INDYMAC ABS: Fitch Junks Rating on SPMD 2002-B Class B-2 Issues
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these IndyMac ABS, Inc.
Home Equity issues:

Series SPMD 2002-B Total Groups 1 & 2:

    -- Class AF affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class B-1 downgraded to 'B' from 'BB';
    -- Class B-2 downgraded to 'C' from 'BB-', and assigned
       distressed recovery rating of 'DR5'.

Series SPMD 2004-C Total Groups 1 & 2:

    -- Classes A-I-1, A-I-2, A-I-3 and A-II-3 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-'.

Series SPMD 2006-A:

    -- Classes A-1, A-2, A-3 and A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA+';
    -- Class M-4 affirmed at 'AA';
    -- Class M-5 affirmed at 'AA-';
    -- Class M-6 affirmed at 'A+';
    -- Class M-7 affirmed at 'A';
    -- Class M-8 affirmed at 'A-';
    -- Class M-9 affirmed at 'BBB+';
    -- Class M-10 affirmed at 'BBB'.

Series SPMD 2006-B:

    -- Classes 1-A-1, 1-A-2, 2-A-1, 2-A-2, 2-A-3 and 2-A-4
       affirmed at 'AAA';

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$1.05 billion in outstanding certificates, as of the June 25, 2007
distribution date.  The downgrades are due to deterioration in the
relationship between CE and expected losses and affect
approximately $7 million in outstanding certificates.

The mortgage loans in these transactions were originated or
acquired by IndyMac Bank, FSB which is also the servicer or master
servicer for these loans.  The collateral in the above
transactions consists of fixed-rate and adjustable-rate subprime
loans secured by first or second liens on one- to four-family
residential properties.

These transactions are seasoned from a range of 15 months to 57
months.  The pool factors range from 10.14% to 71.91.  The
cumulative losses, as a percentage of the original collateral
balance, range from 0.13% (2006-A Group 2) to 1.79% (2002-B).

As of the June 25, 2007 distribution date, the
overcollateralization for series 2002-B was $932,618 versus a
target of $2,000,000.  The 60+ delinquencies are 24.19% of current
the collateral balance.  This includes foreclosures and real
estate owned (REO) of 8.97% and 7.09%, respectively.


JOURNAL REGISTER: S&P Puts BB- Rating Under Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Journal
Register Co., including the 'BB-' corporate credit rating, on
CreditWatch with negative implications.  The Yardley,
Pennsylvania-headquartered newspaper publisher had roughly $650
million of debt outstanding at April 1, 2007.
      
"The CreditWatch listing reflects Journal Register's continued
soft revenue performance at a time when the company's financial
profile is weak for the rating," explained Standard & Poor's
credit analyst Peggy Hebard.
     
Advertising revenues for May 2007 were down 11.5% year over year
and declined 8.4% for the first five months of 2007, primarily
reflecting weakness in the company's Greater Cleveland and
Michigan operations.  Debt to EBITDA was in the 6x area for the 12
months ended April 1, 2007--a level above S&P's target for the
current rating.
     
S&P will review its ratings on Journal Register following an
evaluation of the company's operating and financial strategies.


KNOLL INC: Completes $500 Million Credit Facility Refinancing
-------------------------------------------------------------
Knoll Inc. has completed the refinancing of its existing credit
facility with a new $500 million revolving credit facility with
Bank of America N.A., Banc of America Securities LLC, HSBC Bank
USA, National Association, Citizens Bank, and other participating
lenders.

The company may use the new revolving line of credit for general
corporate purposes, including strategic acquisitions, stock
buybacks and cash dividends.  The credit facility also provides a
mechanism for the company to increase the facility by $200 million
if certain terms and conditions are met.  The credit facility
matures in six years.

"This new credit facility gives us increased flexibility, an
additional $200 million add on feature, and lowers our borrowing
costs from an approximate average of LIBOR, plus 162 basis points
to LIBOR, plus 100 basis points," CFO Barry L. McCabe said.  "In
addition, it demonstrates the continued support and confidence of
our bank group."

As a result of this new credit facility, the company will write-
off in the second quarter of 2007 approximately $1.2 million of
costs associated with the prior facility.

                       About Knoll Inc.

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

                          *     *     *

Moody's Investors Service assigned a B1 corporate family rating to
Knoll Inc.  At the same time, the company's $200 million senior
secured revolver was rated B1 and its $250 million senior secured
term loan was rated Ba2.


KODIAK CDO: Fitch Assigns BB Rating on $43 Mil. Class F Notes
-------------------------------------------------------------
Fitch assigns these ratings to Kodiak CDO II, Ltd. and Kodiak CDO
II, Corp.:

    -- $338,000,000 class A-1 senior secured floating-rate notes,
       due 2042 'AAA';

    -- $53,000,000 class A-2 senior secured floating-rate notes,
       due 2042 'AAA';

    -- $80,000,000 class A-3 senior secured floating-rate notes,
       due 2042 'AAA';

    -- $81,000,000 class B-1 senior secured floating-rate notes,
       due 2042 'AA+';

    -- $5,000,000 class B-2 senior secured fixed/floating-rate
       notes, due 2042 'AA+';

    -- $38,000,000 class C-1 secured deferrable floating-rate
       notes, due 2042 'AA-';

    -- $2,000,000 class C-2 secured deferrable fixed/floating-rate
       notes, due 2042 'AA-';

    -- $36,000,000 class D secured deferrable floating-rate notes,
       due 2042 'A';

    -- $35,000,000 class E secured deferrable floating-rate notes,
       due 2042 'BBB';

    -- $43,000,000 class F secured deferrable floating-rate notes,
       due 2042 'BB'.


LAMAR ADVERTISING: $287 Million of 2-7/8% Notes Tendered
--------------------------------------------------------
Lamar Advertising Company reported that a preliminary $287,209,000
aggregate principal amount of its outstanding 2-7/8% Convertible
Notes due 2010, representing approximately 99.9% of the total
outstanding notes, had been tendered for an equal amount of newly
issued 2-7/8% Convertible Notes due 2010-Series B and cash.   The
offer expired on June 27, 2007.

In accordance with the terms of the exchange offer, Lamar has
accepted for exchange all of the validly tendered outstanding
notes.  The final results of the exchange offer will be disclosed
promptly after verification by the exchange agent.

The dealer manager for the exchange offer is Wachovia Securities.
The exchange agent for the exchange offer is The Bank of New York
Trust Company N.A.  The information agent for the exchange offer
is The Altman Group Inc.  Additional details regarding the
exchange offer are described in the prospectus relating to the
exchange offer.  Copies of the prospectus may be obtained from:

     The Altman Group Inc.
     1200 Wall Street West, 3rd Floor
     Lyndhurst, NJ 07071
     Telephone (866) 416-0551 (for Holders/toll-free)
               (201) 806-7300 (for Banks and Brokers)
     Fax (201) 460-0050

                      About Lamar Advertising

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

                        *     *     *

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


LAURENCE SCOTT: Chapter 15 Petition Summary
-------------------------------------------
Petitioners: Andrew John Pepper
             Alastair Paul Beveridge

Debtor: Laurence, Scott & Electromotors Ltd.
        aka Cashmount Ltd.
        aka Gothic Works Ltd.
        Hardy Road
        Norwich, Norfolk
        England, United Kingdom

Case No.: 07-12017

Type of Business: The Debtor is a single source supplier in the
                  U.K. offering premier engineering design and
                  manufacturing of high and low voltage AC and DC
                  electric motors, and electro-mechanical power
                  trans-mission products.
                  See http://www.laurence-scott.com/

Chapter 15 Petition Date: June 29, 2007

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Petitioners' Counsel: Robert N.H. Christmas, Esq.
                      Nixon Peabody LLP
                      437 Madison Avenue
                      New York, NY 10022
                      Tel: (212) 940-3103
                      Fax: (866) 947-2426

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million


LIMITED BRANDS: Debt Increase Cues Moody's to Lower Ratings
-----------------------------------------------------------
Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands, Inc. with a stable outlook (senior
unsecured to Baa3 and the short term rating to Prime-3).  The
downgrade is based upon the company's intention to raise an
additional $1.25 billion in debt, which will cause two out of
three credit metrics cited in Moody's press release of
Nov. 15, 2006, to fall below a level that would prompt a
downgrade.

This rating action concludes the review for possible downgrade
that was initiated on June 22, 2007.

These ratings are downgraded:

-- Senior unsecured to Baa3 from Baa2;
-- Senior unsecured shelf at to (P) Baa3 from (P) Baa2;
-- Subordinated shelf at to (P) Ba1 from (P) Baa3;
-- Preferred shelf at to (P) Ba2 from (P) Ba1;
-- Commercial paper to Prime-3 from Prime-2.

The Baa3 senior unsecured and stable outlook reflects the expected
erosion in credit metrics as a result of the additional $1.25
billion in debt, even after considering the sizable amount of
lease expense that the company will be relieved of when it closes
on the sale of 67% of Express to Golden Gate Capital.  The rating
category also considers the shift in the components of the
company's adjusted leverage more towards funded debt and the
company's financial policies which clearly favor shareholders as
evidenced by the company's history of debt financed share
purchases and dividends.  

The rating category is supported by the company's healthy
profitability which exceeds its industry peer group median, its
solid merchandising skills, and track record of creating
innovative retail concepts which has given the company the ability
to maintain fairly even operating performance despite its high
seasonality and exposure to a moderate level of fashion risk.  The
rating category also considers the company's recent weak first
quarter performance.  The company's first quarter comparable store
sales were lower than expected resulting in the need for higher
promotions.  This caused operating income to fall by 33% to $109
million or 4.7% versus $186 million or 9.0% in the previous year.

Headquartered in Columbus, Ohio, Limited Brands, Inc. operates
3,768 specialty stores under the Victoria's Secret, Bath & Body
Works, C.O. Bigelow, Express, Limited Stores, La Senza, White Barn
Candle Co., Henri Bendel and Diva London name plates.  The
companies products are also available online.  Revenues for the
fiscal year ended Feb. 3, 2007 were nearly $10.7 billion.


M. FINE LUMBER: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: M. Fine Lumber Co., Inc.
        1301 Metropolitan Avenue
        Brooklyn, NY 11237
        Tel: (718) 381-5200

Bankruptcy Case No.: 07-43529

Type of Business: The Debtor buys and sells used lumber.
                  See http://www.mfinelumber.com/

Chapter 11 Petition Date: June 29, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Gary B. Sachs, Esq.
                  Hofheimer Garlir & Gross, LLP
                  1010 Northern Boulevard, Suite 208
                  Great Neck, NY 11021
                  Tel: (516) 336-2592
                  Fax: (516) 336-2591

Total Assets: $1,559,000

Total Debts:  $3,778,308

Debtor's List of its 19 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Tick Co. Inc.                                   $258,000
One Hollow Lane
New Hyde Park, NY 11042

Sherwood Lumber                                 $221,577
P.O. Box 27885
New York, NY 10087

Local 282 International                         $135,000
Brotherhood Teamsters
c/o Avram H. Schreiber
40 Exchange Place, Suite 1300
New York, NY 10005

All Points Capital                               $89,097

Cecco Trading Inc.                               $75,180

B&G Lumber                                       $49,953

Demco, Inc.                                      $48,600

NMHG Financial Services                          $46,206

Peabody Webster Holdings                         $41,839

Sterling National Bank                           $37,500

New York State Department                        $34,000
Taxation and Finance

Hitachi                                          $32,849

Internal Revenue Service                         $32,000

D.H. Dubel Mill & Lumber                         $25,507

Eastern Forest Product                           $25,052

Hop Energy LLC                                   $20,745

Hub Truck                                        $19,573

SGS Systems                                      $19,374

State Insurance Fund                             $19,375


MARCAL PAPER: Disclosure Statement Hearing Scheduled on July 27
---------------------------------------------------------------
The Honorable Morris Stern of the United States Bankruptcy Court
for the District of New Jersey will convene a hearing on July 27,
2007, at 10:00 a.m., at MS - Courtroom 3A in Newark, to consider
the adequacy of Marcal Papers Mills Inc.'s Disclosure Statement
explaining its Chapter 11 Plan of Reorganization.

As reported in the Troubled Company Reporter on June 26, 2007,
the company also disclosed that it has secured a $60 million
commitment from Apollo Capital Management, L.P.  This investment
is a key component of the company's restructuring efforts.

"This is an important and positive step forward for the company,
and we are pleased that all of the parties were able to work
together to formalize this Plan of Reorganization.  We appreciate
the confidence that the parties have shown in the company, our
management team, our employees and our business strategy," said
Company Chairman and CEO Nicholas Marcalus.  "I am particularly
pleased that, under the Plan, the Marcalus family will partner
with Apollo to allow Marcal to reach new heights."

"The Plan underscores the unwavering commitment of our valued
customers, suppliers and employees, who continue to bring
tremendous passion and dedication to their work.  We expect that
the company will successfully emerge from Chapter 11 in September.
In the interim, we remain focused on providing superior service to
our customers, strengthening our core businesses, and solidifying
our position in the marketplace," added Marcalus.

Representatives of the company's Official Unsecured Creditors
Committee support the economic terms of the proposed Plan.  Under
the Plan, these creditors are projected to receive 52 cents on the
dollar on their unsecured claims.

As part of the Plan, members of the Marcalus family and Apollo
Capital Management will together invest more than $11.5 million,
plus other forms of consideration, to acquire and hold 100 percent
of the capital stock of a new holding company, which in turn will
own 100 percent of the outstanding shares of a reorganized Marcal
Paper Mills.  "Apollo is pleased to enter into this partnership
with the Marcalus family.  We are highly supportive of
management's strategic plan focused on further developing its
reputation as a strong consumer brand and strengthening its
commitment as a partner to its customers and vendors," said Mathew
Constantino, a partner with Apollo.

                       About Marcal Paper

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- produces over 160,000 tons of    
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MATTRESS HOLDING: S&P Removes Ratings from Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Rating Services removed its ratings on Mattress
Holding Corp. from CreditWatch where they had been placed with
negative implications on March 9, 2007.  The CreditWatch listing
resulted from Mattress Holding's bid to acquire Mattress
Discounters Corp.; Mattress Holding has withdrawn its offer.  The
outlook is negative.
     
At the same time, S&P have raised the bank loan rating on the
company's $210 million credit facilities to 'B+', one notch above
its corporate credit rating on Mattress Holding, reflecting the
recently announced changes to Standard & Poor's recovery scale.  
The recovery rating of '2', the expectation of substantial (70%-
90%) recovery, is unchanged.
     
The ratings reflect Mattress Holding's weak business risk profile
because of the company's participation in the highly competitive
and fragmented mattress retail market, a highly leveraged capital
structure that results in thin cash flow protection, and an
aggressive financial policy.
      
"The negative outlook reflects our concerns about the company's
ability over the next 12 to 18 months to achieve its growth
objectives," said Standard & Poor's credit analyst John Thieroff,
"without sacrificing margins, both of which will be necessary for
leverage metrics to be consistent with the rating."  A ratings
downgrade is possible if the company fails to meaningfully reduce
its leverage over the next 12 months.


MEDICOR LTD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MediCor Ltd.
        4560 South Decatur Boulevard
        Suite 300
        North Las Vegas, NV 89031

Bankruptcy Case No.: 07-10877

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                       Case No.
      ------                                       --------
      International Integrated Incorporated        07-10878
      International Integrated USA Incorporated    07-10879
      MediCor Management, Inc.                     07-10880
      MediCor Development Company                  07-10881
      MediCor Aesthetics                           07-10882
      III Acquisition Corporation                  07-10883
      Intellectual Property International, Inc.    07-10885

Type of Business: The Debtors are global health care companies
                  that acquire, develop, manufacture and market
                  products primarily for aesthetic, plastic and
                  reconstructive surgery and dermatology markets.  
                  See http://www.medicorltd.com/

Chapter 11 Petition Date: June 29, 2007

Court: District of Delaware (Delaware)

Debtors' Counsel: Victoria Watson Counihan, Esq.
                  Greenberg Traurig, LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360

Debtors' financial condition as of Sept. 30, 2006:

   Total Assets: $120,354,097

   Total Debts:  $121,439,609

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                        Nature Of Claim      Claim Amount
   ------                        ---------------      ------------
Sirius Capital LLC               Note Payable          $45,548,996
4560 South Decatur Boulevard
Suite 201
Las Vegas, NV 89103

International Integrated         Note Payable          $34,945,636
Industries, LLC
4560 South Decatur Boulevard
Suite 200
Las Vegas, NV 89103

Clifford Chance US LLP           Trade Debt               $641,512
31 West 52nd Street
New York, NY 100196131

Contreras Bovadilla, Ivonne      Trade Debt               $310,000
Patricio Sanz 1207 BI
Col. Del Valle CP 03100

Greenberg & Company CPAS LLC     Trade Debt               $209,599

Anabase International Corp.      Trade Debt               $172,589

Merrill Communications LLC       Trade Debt               $167,652

FBO Douglas D. Dedo              Trade Debt               $100,942

Openwave Systems Inc.            Trade Debt                $84,926

Great West Healthcare            Trade Debt                $77,518

David Barella                    Wages                     $72,724

GE Capital                       Trade Debt                $57,175

Harry Springer, M.D.             Trade Debt                $47,000

State of Delaware                Trade Debt                $43,375

Nixon Peabody LLP                Trade Debt                $42,353

Baker & McKenzie                 Trade Debt                $40,764

PriceWaterhouseCoopers           Trade Debt                $29,047

Raymond C. Duhamel, PHD RAC      Trade Debt                $38,376

Quality and Compliance           Trade Debt                $16,976
Consulting, Inc.

Swanson Martin & Bell LLP        Trade Debt                $15,485


MERRILL LYNCH: Fitch Lifts Ratings on Four Certificates Classes
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Merrill Lynch
Credit Corporation's mortgage pass-through certificates, series
2004-B:

Series 2004-B

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 upgraded to 'AA+' from 'AA';
    -- Class B-3 upgraded to 'AA-' from 'A+';
    -- Class B-4 upgraded to 'A' from 'BBB+';
    -- Class B-5 upgraded to 'BBB' from 'BB+'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $192.4 million of outstanding certificates.  The
upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect approximately $12.4 million of
certificates.  The CE levels for all upgraded classes have more
than doubled their original enhancement levels since issuance.

The collateral consists primarily of 25-year adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.  Each of the mortgage loans are indexed
off the one-month LIBOR or six-month LIBOR, and all of the loans
pay interest only for a period of ten years following the
origination of the mortgage loan.

As of the May 2007 distribution date, the transaction is 36 months
seasoned and the pool factor is approximately 21%.  The pool has
incurred no collateral losses to date.


MORGAN STANLEY: S&P Puts B Rating on $3 Million Class A-7 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' rating on the
$3 million class A-7 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 on CreditWatch with negative
implications.
     
The rating action reflects the June 26, 2007, placement of the
rating on the referenced obligations, the 7.375% senior
subordinated notes due Jan. 1, 2015, issued by Huntsman
International LLC, a subsidiary of Huntsman Corp., on CreditWatch
with negative 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').


MRU STUDENT: Moody's Rates $13 Million Class C Notes at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned definitive ratings of Aaa to
the Class A auction rate securities, A2 to the Class B auction
rate securities and Ba2 to the Class C floating rate Student Loan
Asset-Backed Notes issued by MRU Student Loan Trust 2007-A.  The
underlying collateral consists of a private student loans
originated by MRU Holding, Inc.

The complete rating actions are :

Issuer: MRU Student Loan Trust 2007-A

-- Class A-1 $82,750,000, rated Aaa
-- Class A-2 $82,750,000, rated Aaa
-- Class B $21,500,000, rated A2
-- Class C $13,000,000, rated Ba2


MTR GAMING: Increased Debt Cues S&P to Lower Rating to B from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on MTR
Gaming Group Inc.'s senior unsecured notes to 'B' from 'B+'.  The
rating downgrade is pursuant to the recent amendment of the
company's credit facility, which increased the total commitment to
$155 million from $105 million.  The issue rating downgrade
reflects the increased amount of senior secured debt in the
capital structure.  The incremental $50 million is expected to be
used partly for completing the final stages of construction at
Presque Isle Downs and other potential expansions.
     
Concurrently, Standard & Poor's revised the rating outlook on MTR
Gaming to stable from negative.  Ratings on the company, including
the 'B+' corporate credit rating, were affirmed.
     
The outlook revision follows the company's announcement on June
27, 2007, that it has signed a definitive agreement to sell
Binion's Gambling Hall & Hotel for $32 million.  Proceeds from the
sale are expected to provide additional capital to be used either
for repaying debt or funding capital investments.  The sale of
Binion's is also expected to improve the company's credit measures
meaningfully.  The divestiture results in the sale of an asset
that has historically generated negative cash flow and includes
the transfer of a substantial amount of operating leases, which
have contributed $74 million to MTR's debt balances.  "As a
result, we anticipate that debt to EBITDA, pro forma for our
estimate of a full year's operations of Presque Isle Downs, will
decline to the 5.0x area by the end of fiscal 2007," said Standard
& Poor's credit analyst Guido DeAscanis.
     
The 'B+' rating on Chester, West Virginia-based MTR Gaming Group
Inc. reflects the competitive challenges facing Mountaineer
Racetrack from the opening of gaming facilities in western
Pennsylvania, a moderate-size cash flow base, and relatively high
levels of leverage.  These factors are offset by the added
diversity represented by Presque Isle Downs and the good quality
of the Mountaineer facility relative to existing competitors.


NEWFIELD EXPLORATION: Completes $577.9 Mil. Stone Energy Buyout
---------------------------------------------------------------
Newfield Exploration Company has closed its acquisition of Stone
Energy's Rocky Mountain assets for $577.9 million.  These assets
increase Newfield's existing presence and provide an entry
into large developments in many of the Rocky Mountain's areas.
    
The acquisition was financed through borrowings under Newfield's
revolving credit agreement but will ultimately be funded through
proceeds from the company's $1.1 billion sale of all of its
Gulf of Mexico shelf producing assets, which is expected to close
in the third quarter of 2007.

Other planned divestitures currently underway include: two
producing fields in Bohai Bay, China, all assets in the U.K. North
Sea and smaller property packages onshore Texas and Oklahoma.
    
The Rocky Mountain acquisition will add proved reserves of
approximately 200 Bcfe, probable and possible reserves of more
than 150 Bcfe and nearly 600,000 net acres.

Newfield now has operations in the Green River Basin in the
prolific Pinedale and Jonah Fields (Wyoming), the Williston Basin
(Montana and North Dakota), the Powder River Basin (Wyoming), the
Northern Denver-Julesburg Basin (Wyoming) and an additional 51%
interest in the deep rights below Newfield's Monument Butte Field
in the Uinta Basin (Utah).
    
                     About Newfield Exploration

Headquartered in Houston, Texas, Newfield Exploration Co. (NYSE:
NFX) -- http://www.newfld.com/-- is an independent oil and gas   
company that explores, develops and acquires crude oil and natural
gas properties.

                          *      *     *

As of June 25, 2007, the company continues to carry Fitch's BB+
long term issuer default rating.  Fitch rates the company's bank
loan debt and senior unsecured debt at BB+ while its senior
subordinate rating is at BB-.  The outlook remains stable.

At the same time, the company also bears Moody's Investor
Services' Ba2 long term corporate family rating and probability of
default rating, Ba1 senior unsecured debt, Ba3 senior subordinate
rating, and B1 preferred stock rating.  The outlook is stable.

The company also continues to carry Standard & Poor's BB+ long
term foreign and local issuer debt ratings.  The outlook remains
stable.


NIGHTHAWK RADIOLOGY: Moody's Lowers Corporate Family Rating to B1
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of NightHawk
Radiology Holdings, Inc. as a result of the upsizing of the
pending refinancing of NightHawk's indebtedness related to its
recent acquisition of The Radlinx Group and resultant weakening of
financial metrics.  Moody's lowered the Corporate Family Rating,
to B1 from Ba3 and concurrently assigned a rating of B1 to the
proposed $100 million senior secured term loan and the proposed
$50 million senior secured delayed draw term loan.  The rating
outlook for NightHawk has been affirmed at stable.

NightHawk purchased on April 9, 2007 The Radlinx Group for
$53 million with the objective of expanding its teleradiology
holdings.  Radlinx is the third largest U.S. provider of such
services.  The acquisition expands NightHawk's customer basis by
303 hospitals, to more than 1,300 hospitals, or roughly 24% of the
U.S. hospital market.

Moody's lowered these proposed ratings:

-- $100 million (originally $75 million) senior secured term loan
    due 2014 to B1 (LGD3, 33%) from Ba3 (LGD3, 32%)

-- $50 million (originally $25 million) senior secured delayed
    draw term loan due 2014, to B1 (LGD3, 33%) from Ba3
    (LGD3, 32%)

-- Corporate Family Rating, to B1 from Ba3
-- Probability of Default Rating, to B2 from B1

The ratings outlook is stable.

The Corporate Family Rating was lowered to B1 from Ba3, an action
that reflects the upsizing of the original deal from $100 million
to $150 million.  The upsizing results in increased leverage and
weaker interest coverage.  Lowering of the ratings also reflects
the lack of clarity with respect to financial policy, most notably
the timing and size of future acquisitions or share repurchases
given the additional flexibility now provided by the increased
credit facility.  The rating acknowledges NightHawk's sound
profitability and resulting strong financial metrics.  

The rating is also supported by the company's leading market
position in the teleradiology space and generally favorable
fundamentals for the industry in terms of expected growth in
organic scan volume over the near to medium-term as well as the
potential for inroads into the day read overflow market and sub-
specialty areas.  Industry dynamics are also favorable given that
NightHawk does not present any direct government reimbursement
risk. The ratings are constrained by the company's small size, the
lack of a material track-record within the industry space, the
assimilation risk posed by the Radlinx acquisition and other
potential acquisitions going forward as well as the lack of an
external liquidity source.

The outlook is stable, reflecting Moody's belief that NightHawk
will continue to grow revenues at a double-digit pace fueled
primarily by anticipated growth in the volume of reads, a factor
that reflects the favorable industry fundamentals enumerated
above.  Moody's anticipate some fluidity with respect to share
repurchases and acquisition activity, events that have been
factored into the B1 Corporate Family Rating.

The ratings could come under downward pressure if the company
undertakes a major acquisition or share repurchase that results in
a material leveraging of the balance sheet such that adjusted
total debt to EBITDA exceeds 5.5 times.  The ratings could also be
downgraded in the event that revenue growth slows with a
concomitant weakening of margins, resulting in a ratio of EBIT to
interest declining to below 1.5 times on a sustained basis.  The
ratings could move upward if the company achieves an EBIT to
interest coverage ratio of 4.5 times or better or if it maintains
FCF to adjusted debt in excess of 15% on a sustained basis and has
articulated a cogent financial strategy for growth as well as for
potential distributions.

Headquartered in Coeur d'Alene, Idaho, NightHawk Radiology
Holdings, Inc. is the leading provider of professional radiology
solutions in the U.S. Encompassing a team of U.S. board certified,
state-licensed and hospital-privileged physicians, NightHawk
services medical groups twenty-four hours a day, seven days a week
at over 1,350 hospitals in the U.S. from centralized facilities
located in Switzerland, Australia and the U.S.  The company
reported revenues of about $92 million for the year ended
Dec. 31, 2006.


PARKER DRILLING: Prices $115 Million Senior Notes Public Offering
-----------------------------------------------------------------
Parker Drilling Company has priced its registered public offering
of $115 million aggregate principal amount of convertible senior
notes due 2012.  

The Notes will pay interest semiannually at a rate of 2.125% per
year; were priced at 100%; and have an initial conversion rate of
72.2217 shares of common stock per $1,000 principal amount of
notes, equivalent to an initial conversion price of approximately
$13.85 per share, subject to adjustment.

The sale of the Notes is expected to close on July 5, 2007.  
Parker granted the underwriters an option to purchase up to an
additional $10 million aggregate principal amount of Notes solely
to cover over-allotments.
    
Parker intends to use the net proceeds from the offering to redeem
all of its outstanding senior floating rate notes due 2010 and for
general corporate purposes.  

Additionally, Parker intends to use a portion of the net proceeds
to pay the net cost of convertible note hedge and warrant
transactions, which is expected to reduce the potential dilution
to Parker's common stock from the conversion of the Notes and to
have the effect of increasing the conversion price of the Notes.

Parker has been advised by the counterparties to the convertible
note hedge and warrant transactions that the counterparties expect
to enter into various derivative transactions at and possibly
after the pricing of the offering of the Notes and may unwind such
derivative transactions, enter into other derivative transactions
and purchase and sell Parker's common stock in secondary market
transactions following the pricing of the Notes.  

These derivative transactions could have the effect of increasing,
or preventing a decline in, the price of Parker's common stock at
or shortly after the pricing of the offering of the Notes.  If the
counterparties were to unwind various derivatives and/or purchase
or sell Parker's common stock in secondary market transactions
prior to the maturity of the Notes, such activity could adversely
affect the price of Parker's common stock or the settlement amount
payable upon conversion of the Notes.
    
The sole book-running manager for this offering will be Banc of
America Securities LLC.  Deutsche Bank Securities and Lehman
Brothers will be acting as co-managers.  When available, copies of
the prospectus relating to the Notes may be obtained by
contacting:

     Banc of America Securities LLC
     Capital Markets Operations (Prospectus Fulfillment)
     No. 100 West 33rd Street
     New York, NY 10001

                    About Parker Drilling Company

Headquartered in Houston, Texas, Parker Drilling Company (NYSE:
PKD) --  provides drilling services on land and offshore including
drilling rigs, project management and rental tools to the energy
industry.  Parker's expertise extends to every region of the
world-from the U.S. Gulf of Mexico to the jungles of Papua New
Guinea and the mountains, seas and deserts in between.


PARKER DRILLING: S&P Rates Proposed $115 Million Sr. Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
contract drilling and rental tool provider Parker Drilling Co.'s
proposed $115 million convertible senior notes due 2012.  At the
same time, S&P affirmed the 'B' corporate credit rating on Parker
and the 'B-' rating on its $150 million senior floating rate notes
due 2010 and $225 million senior notes due 2013.  The outlook is
positive.
     
Pro forma for the proposed $115 million note offering, Houston,
Texas-based Parker is expected to have about $350 million of debt,
adjusted for operating leases.
     
Parker intends to use the net proceeds to redeem all of the
$100 million senior floating rate notes due 2010 and various costs
associated with the offering.
      
"Pro forma for the transaction, Parker's credit metrics will
essentially remain unchanged," commented Standard & Poor's credit
analyst Aniki Saha-Yannopoulos.
     
The ratings on Parker reflect its participation in a highly
competitive, cyclical industry, an active capital-spending
program, and operations in international and emerging markets and
areas with difficult operating conditions that can expose the
company to geopolitical risks.  Geographic and product-line
diversity partially mitigate these weaknesses.  Near-term
liquidity is adequate to meet capital spending.


PERKINS & MARIE: Form 10-K Filing Prompts S&P to Lift Rating to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Perkins & Marie Callender's Inc. to 'B-' from 'CCC+.'  
In addition, S&P removed the ratings from CreditWatch, where they
were placed with developing implications on May 3, 2007.  The
outlook is stable.  The upgrade and removal from CreditWatch
follow the company's filing of its 2006 10-K.
     
The ratings on Memphis, Tennessee-based Perkins & Marie
Callender's reflect the company's participation in the weak
family-dining sector of the restaurant industry and a highly
leveraged capital structure that results in weak cash flow
protection.
      
"Both restaurant concepts have demonstrated relatively stable
operating performance over the past several years," said Standard
& Poor's credit analyst Jackie E. Oberoi, "but if liquidity
tightens because of competitive pressures or rising gas prices, or
if fourth-quarter performance fails to meet Standard & Poor's
expectations, we could revise the outlook to negative."


PETROQUEST ENERGY: Solid Performance Cues S&P to Lift Rating to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating and senior unsecured rating on oil and gas exploration and
production company PetroQuest Energy Inc. to 'B-' from 'CCC+'.  
The outlook is stable.
      
"The upgrade reflects PetroQuest's solid operating performance and
improving credit measures," said Standard & Poor's credit analyst
Paul Harvey.  During 2006, PetroQuest was able to increase
production by 60% while holding costs relatively flat despite
industrywide escalation in service and drilling costs.  In
addition, the company has proven its ability to organically
replace reserves, with a three-year average of 156%. Finally,
despite its still-very-high debt leverage, $8.70 per barrel of oil
equivalent, near-term financial measures such as debt to EBITDA of
1x-2x provide a buffer.
     
Nevertheless, ratings incorporate PetroQuest's limited reserves,
short reserve life, dependence on the capital-intensive, higher
risk Gulf of Mexico region for the bulk of production, and an
elevated cost structure that would greatly limit financial results
in a prolonged pricing downturn.
      
"The stable outlook reflects expectations that PetroQuest will
continue to lessen its reliance on the Gulf of Mexico while
maintaining solid financial measures," Mr. Harvey said.  S&P could
lower ratings if PetroQuest pursues acquisitions or other actions
that hurt cash flows and debt leverage.  However, S&P could raise
the ratings over the medium term if PetroQuest can successfully
lower its debt per boe while increasing reserves.


PORT TOWNSEND: Plan Confirmation Hearing Scheduled on Aug. 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
scheduled an Aug. 15, 2007 confirmation hearing for Townsend Paper
Corporation's Plan of Reorganization after approving the
disclosure statement describing that Plan, Bill Rochelle of
Bloomberg News reports.

The Plan, filed March 2007 with the U.S. Bankruptcy Court for the
Western District of Washington, provides for the company's
reorganization and continuation of its business operations.

"Our organization is focused on completing this reorganization as
expediently as possible," Timothy P. Leybold, Chief Financial
Officer, said.  "The filing of our Plan and Disclosure Statement
within 30 days from entering Chapter 11 is evidence of our
commitment to a 'fast track' emergence from bankruptcy with a
revitalized balance sheet."

The company's Plan calls for, among other things, the repayment in
full of logger's liens and numerous other priority claims from
suppliers promptly when the Plan is effectuated.  The company will
continue to negotiate with various creditor constituencies in an
effort to achieve a consensual restructuring.

                     DIP Financing Approval

In April, Port Townsend and its affiliates received final Court
approval for debtor-in-possession financing up to an aggregate
amount of $50 million.

The final approval permitted up to an additional $12 million in
notes to be issued to certain of the company's existing senior
secured notes holders who had committed to provide such financing
subject to final court approval.  

On March 30, 2007, pursuant to an Interim Order, the Court had
approved the DIP financing consisting of an aggregate amount of
$38 million in notes issued to certain holders of the company's
existing senior secured notes.  

The proceeds from the $38 million in DIP financing were used on
March 30, 2007 to repay the company's prior DIP facility with CIT
Corporation and provide additional working capital.  

                       About Port Townsend

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--    
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets of
more than $100 million.


PRIMEDIA INC: Planned Debt Retirement Cues S&P's Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services revised to positive from
negative its CreditWatch implications on ratings for New York
City-based publisher PRIMEDIA Inc., including the 'B' corporate
credit rating.
     
The revision recognizes that PRIMEDIA plans to use net proceeds of
roughly $1.1 billion from the sale of its specialty magazine
business to retire its existing debt.  Ratings had previously been
under CreditWatch review with negative implications based on
PRIMEDIA's sale announcement, because of uncertainty about the
company's financial strategy with respect to releveraging the
capital structure.
     
"We believe that, although the company will pursue a more optimal
capital structure after it retires its existing debt, and this
will include issuing new debt, the ratings still have upside
potential from their current level," said Standard & Poor's credit
analyst Michael Altberg.
     
In resolving the CreditWatch listing, Standard & Poor's will
evaluate the company's new capital structure, financial policy,
and operating outlook for its consumer magazine business.


RESIDENTIAL ASSET: Fitch Places BB- Rating on Watch Negative
------------------------------------------------------------
Fitch has affirmed these classes from Residential Asset Mortgage
Products, Inc, series 2005-RS3 Groups 1-A, 1-B & 2:

    -- Classes A-I-A2, A-I-A3, A-I-B1, A-I-B2 and A-II affirmed at
       'AAA';

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class B-1 affirmed at 'BB+';
    -- Class B-2 affirmed at 'BB';
    -- Class B-3 rated 'BB-'; placed on Rating Watch Negative.

The collateral consists of fixed rate and adjustable rate mortgage
loans secured by first liens on one- to four- family residential
properties.  The loans were sold by RFC to RAMP, the depositor.  
Prior to assignment to the depositor, RFC reviewed the
underwriting standards for the mortgage loans.  The mortgage loans
included in the trust were acquired and evaluated under
Residential Funding's 'Negotiated Conduit Asset Program' or NCA
Program.  The negotiated conduit asset program allows for loans
which are not eligible for Residential Funding's other programs.  
Examples of reasons for exclusion from Residential Funding's other
programs include, but are not limited to, higher debt-to-income
ratios or higher loan-to-value ratios.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect about
$335.95 million of outstanding certificates.  The negative rating
action reflects deterioration in the relationship between CE and
future loss expectations and affects approximately $7.45 million
in outstanding certificates.  The overcollateralization amount is
currently off its target by approximately $1.1 million, and
realized losses have exceeded available excess spread amounts for
three consecutive months.

As of the June 2007 remittance period, the trust is seasoned 27
months and has a pool factor of 46%.

GMAC-RFC (rated 'RMS1' by Fitch), is the master servicer for these
loans.


RITCHIE (IRELAND): Taps Matheson Ormsby as Irish Counsel
--------------------------------------------------------
Ritchie Risk-Linked Strategies Trading (Ireland) Ltd.
and Ritchie Risk-Linked Strategies Trading (Ireland) II Ltd.
seek authority from the U.S. Bankruptcy Court for the
Southern District of New York to employ Matheson Ormsby
Prentice, Solicitors, as its Irish counsel.

The Debtors expect Matheson Ormsby to assist them in
executing their duties as debtors-in-possession and in
implementing the reorganization of the Debtors' affairs
with respect to matters of Irish Law.

The Debtors agreed to pay the firm's professionals at
these hourly rates:

       Tony O'Grady                        EUR485
       Julie Murphy-O'Connor               EUR425
       Libby Garvey                        EUR485
       Anthony Walsh                       EUR550
       William Flynn                       EUR485
       Aidan O'Connell                     EUR225

Prior to their bankruptcy filing, the Debtors paid
Matheson Ormsby a total of EUR118,158 for services
rendered and costs incurred.  The Debtors also paid
Matheson Ormsby a EUR20,000 retainer.

To the best of the Debtors' knowledge, the firm neither
represents nor holds any interest materially adverse to
the estate or any party-in-interest and is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy
Code.

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies
Trading (Ireland) Ltd. and Ritchie Risk-Linked Strategies
Trading (Ireland) II Ltd. -- http://www.ritchiecapital.com/
-- are funds of hedge fund group Ritchie Capital Management.  
The Debtors were formed as special purpose vehicles to invest
in life insurance policies in the life settlement market.  The
Debtors filed for Chapter 11 protection on June 20, 2007
(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907).  When the
Debtors filed for bankruptcy, they listed estimated assets and
debts of more than $100 million.  The Debtors' exclusive period
to file a Chapter 11 plan expires on Oct. 18, 2007.


SEA CONTAINERS: Trustee Appoints HSBC as Sole Member of Panel
-------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, issued on
June 27, 2007, a notice appointing HSBC Bank USA, National
Association, as indenture trustee, as the sole member of the
Official Committee of Unsecured Creditors in Sea Containers,
Ltd. case.

The U.S. Trustee late last week disbanded the SCL Committee
citing conflict of interest with respect to three of the
Committee members -- Trilogy Capital, LLC, Dune Capital, LLC, and
Mariner Investment Group, Inc.

Trilogy, Dune Capital, Mariner Investment Group have committed to
extend up to $176,500,000 in postpetition financing to the
Debtors.  The proposed DIP Facility is pending approval before
the U.S. Bankruptcy Court for the District of Delaware.

                      About Sea Containers

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

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

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

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

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Court extended the Debtors' exclusive period to file a Plan of
Reorganization to Sept. 28, 2007.


SEA CONTAINERS: Wants to Settle SC Asia Intercompany Claims
-----------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to enter
into a settlement agreement with Sea Containers Asia Pte Ltd.,
Yorkshire Marine Containers Ltd., Charleston Marine Containers,
Inc., and Paulista Containers Maritismos Ltda., relating to
various intercompany balances.

The Debtors also seek the Court's permission to take all actions
necessary to liquidate SC Asia.

SC Asia no longer actively engages in any business activities but
yet is solvent and has significant cash in its accounts, Sean T.
Greecher, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, explains.  A solvent voluntary liquidation
will enable SC Asia to upstream excess cash to SCL for the
ultimate benefit of the estate's creditors, Mr. Greecher says.  
Liquidation will also eliminate an inactive entity from the
company's complex operating structure while at the same time
removing the risk of any future claims against SC Asia or SCL
based on claims against SC Asia, Mr. Greecher adds.

"The settling of SC Asia's intercompany balances and its
subsequent voluntary liquidation merely accelerates a process the
Debtors likely will have to undertake as part of their chapter 11
plan and wind-up of non-debtor subsidiaries," Mr. Greecher says.

SC Asia intends to settle its outstanding intercompany balances
prior to commencing solvent liquidation proceedings under
Singapore law.  SCSL, YMCL, CMCI, SCL and PCML have balances
owing to, or receivables from, SC Asia.  The parties agree to set
off amounts owed to SC Asia against any amounts SC Asia owed.

           SC Asia's Outstanding Intercompany Balances
                    As of May 31, 2007

  Entity     Receivable          Payable            Net
  ------     ----------          -------           -----
  SCSL                -    (SG$1,669,768)  (SG$1,669,768)
  YMCL        SG$90,610                -       SG$90,610
  CMCI       SG$536,266                -      SG$536,266
  SCL      SG$2,339,627    (SG$3,282,687)    (SG$943,059)
  PCML                -       (SG$21,803)     (SG$21,803)  
           ------------   --------------   -------------
  Total    SG$2,966,503    (SG$4,974,258)  (SG$2,007,754)

The balances owed to SC Asia after set-off by YMCL and CMCI will
be assigned to SCL, and the parties will owe the amount to SCL.

Once SC Asia has settled its intercompany balances, along with
any outstanding balances with third-party creditors, SC Asia
intends to commence solvent voluntary liquidation proceedings
under Singapore law.  As part of the process, SC Asia will issue
a "declaration of solvency" and convene an "extraordinary general
meeting" under Singapore law to consider whether to:

  -- voluntarily liquidate under Singapore law;

  -- appoint a local liquidator to carry out the liquidation;
     and

  -- authorize the liquidator to take the actions necessary to
     liquidate SC Asia under Singapore law.

The Debtors have already contacted a liquidator in Singapore with
whom they have worked in the past.  SC Asia will pay the
liquidator a $10,000 fee plus expenses.

As sole shareholder of SC Asia, SCL must appoint a corporate
representative in connection with the voluntary liquidation.  
The corporate representative will attend the extraordinary
general meeting and approve SC Asia's corporate resolutions to
voluntarily liquidate, and to appoint and authorize a liquidator
to liquidate SC Asia.

The liquidator will carry out the solvent liquidation of SC Asia
pursuant to Singapore statutory requirements, including
finalizing the tax position of SC Asia in Singapore, finalizing
all of SC Asia's accounts, and completing all necessary
notifications.  SC Asia will then hold its final meeting where
the liquidator will present its final report on SC Asia's
accounts to the corporate representative.  If the corporate
representative approves the liquidator's report, SC Asia can
return any funds remaining after payment of the intercompany
balances and third-party creditors to SCL.  The remaining funds
are expected to approximate $1,400,000.

                      About Sea Containers

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

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

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

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

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Court extended the Debtors' exclusive period to file a Plan of
Reorganization to Sept. 28, 2007.


SEQUOIA MORTGAGE: Fitch Holds Low-Ratings on Eight Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Sequoia Mortgage
Funding Corporation mortgage pass-through certificates:

Mortgage Trust 5

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

Mortgage Trust 6

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

Mortgage Trust 10

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

Mortgage Trust 11

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

Series 2003-1

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

Series 2003-4 Group 1

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

Series 2003-4 Group 2

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class B-1 affirmed at 'AA';
    -- Class B-2 upgraded to 'A+' from 'A';
    -- Class B-3 upgraded to 'BBB+' from 'BBB';
    -- Class B-4 upgraded to 'BB+' from 'BB';
    -- Class B-5 upgraded to 'B+' from 'B'.

Series 2003-5

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

Series 2003-8

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $1.13 billion of outstanding certificates.  The
upgrades, affecting approximately $2.73 million of outstanding
certificates, reflect an improvement in the relationship between
CE and future loss expectations.

As of the May distribution date, the transactions listed above are
seasoned from 41 (2003-8) to 67 (Mortgage Trust 5) months.  The
pool factors (current principal balance as a percentage of
original) range approximately from 14% (2003-5) to 41% (2003-4
Group 2).

The underlying collateral for Sequoia Mortgage Funding Corporation
transactions consists of prime adjustable-rate mortgage loans
indexed to one-month LIBOR and six-month LIBOR.  The mortgage term
is typically 25 or 30 years with a 3, 5 or 10-year interest-only
period.  The Sequoia Mortgage Funding Corporation loans are
acquired from various originators by a subsidiary of Redwood Trust
Inc., a mortgage real estate investment trust that invests in
residential real estate loans and securities.  The master
servicers for the above deals include Cendant Mortgage Corporation
and Wells Fargo Bank Minnesota, which are currently rated 'RMS1'
by Fitch, and Morgan Stanley Dean Witter Credit Corporation, which
is not rated by Fitch.


SOLUTIA INC: Wants to Make $5 Mil. Litigation Settlement Payment
----------------------------------------------------------------
Solutia Inc. seeks authority from the U.S. Bankruptcy Court for
the Southern District of New York to make a $5,000,000 litigation
settlement payment consistent with certain installment payment
orders and in accordance with a global settlement agreement
relating to litigation in Anniston, Alabama, and a related side
agreement among Solutia, Monsanto Company and Pharmacia
Corporation.

On August 11, 2004, Solutia sought authorization to pay $5,000,000
in litigation settlement payments in accordance with the Anniston
Global Settlement and Side Agreement.

Solutia sought authorizations to pay two additional $5,000,000
litigation settlement payments on July 8, 2005, and July 28, 2006.  

The Court authorized the payments.

Solutia had entered into the Global Settlement Agreements with
Monsanto and Pharmacia to resolve certain lawsuits pending against
them.  The agreements require an aggregate of $5,000,000 to be
paid annually from August 26, 2004, to August 26, 2013.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
says that payment of the $5,000,000 due on August 26. 2007, under
the Side Agreement and the Litigation Settlement Agreements is in
the best interests of Solutia and its estate because it:

    * will help preserve its ability to argue that Monsanto's
      release of the Anniston indemnity claim -- a claim of
      approximately $550,000,000 -- under the Side Agreements
      remains in effect; and

    * is contemplated by the Debtors' business plan, is
      permitted by the Debtors' postpetition financing
      agreement, and is consistent with the Installment Payment
      Orders.

According to Solutia, one could interpret the Side Agreement as an
executory contract that it could assume or reject during the
Chapter 11 cases.  But this interpretation may be subject to
dispute and would require an analysis of whether assumption of the
Side Agreement is warranted.  Even if the agreement were deemed to
be subject to rejection, Solutia notes that a rejection could
trigger damage claims far exceeding the cost of the proposed
payment.  Thus, Solutia has decided not to bring these issues
before the Court at this time.

Mr. Henes asserts that if the fourth settlement installment is not
paid, Solutia will face an increased risk that Monsanto's release
of Anniston Indemnity Claim, potentially a $550,000,000 claim, is
unenforceable.  Solutia would also face the potential disruption
to its business operations from litigation that could ensue
relating to the Fourth Settlement Installment, he adds.

                        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.  The Debtors' exclusive period to file
a plan expires on July 30, 2007.  (Solutia Bankruptcy News,
Issue No. 90; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


SOLUTIA INC: Wants Financial Balloting as Subscription Agent
------------------------------------------------------------
Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve an amended
retention agreement appointing Financial Balloting Group LLC as
their subscription agent in addition to its role as special
noticing, balloting and tabulating agent.

On October 6, 2004, the Court approved FBG's appointment as the
Debtors' Special Noticing, Balloting and Tabulating Agent, nunc
pro tunc to August 23, 2004.  FBG was retained on the terms and
conditions set forth in an agreement between the parties dated
August 23, 2004.

Under the Original Retention Agreement, FBG agreed to provide
notice to, and tabulate the votes of, creditors with respect to a
plan of reorganization.  In connection with confirmation of
Solutia, Inc.'s plan of reorganization, FBG, therefore, will mail
voting document and other notice documents to all creditors and
holders of securities in Solutia, as well as forward the
appropriate documents to the banks and brokerage firms holding
Solutia's securities.  FBG will also receive, examine and
tabulate all votes cast by creditors and security holders in
connection with Solutia's plan.

On May 16, 2007, the Debtors filed an Amended Plan of
Reorganization and accompanying disclosure statement.  Pursuant
to the terms of the Amended Plan, certain eligible claimants have
the right to subscribe for shares of new common stock in
reorganized Solutia.

As a result of the Rights Offering, the Debtors will need to
retain a subscription agent and have proposed FBG as their
subscription agent, Jonathan S. Henes, Esq., at Kirkland & Ellis
LLP, in New York, says.

Mr. Henes states that FBG has been working with the Debtors since
2004 and is familiar with the Debtors' Chapter 11 cases and
businesses.  FBG is already performing similar services with
respect to its role as Special Noticing, Balloting and Tabulating
Agent, he adds.

On June 20, 2007, the Debtors and FBG entered into the Amended
Retention Agreement, which expands the scope of FBG's retention
under the Original Retention Agreement to include the additional
role of Subscription Agent.

As the Subscription Agent, FBG would generally:

   -- advise the Debtors regarding subscription procedures and
      necessary documentation;

   -- establish and administer an interest-bearing account on
      behalf of the Debtors;

   -- coordinate the distribution of subscription documents;

   -- receive and review all subscription forms returned by
      creditors eligible to participate in the Rights Offering;
      and

   -- act as online subscription agent with The Depository Trust
      Company in connection with any subscriptions submitted on
      behalf of beneficial owners of securities.

The Debtors will pay FBG:

  (a) A project fee of $20,000, plus $3,000 for each issue of
      public debt securities entitled to vote on the Plan; and
      $6,000 for a common stock issuance if it is entitled to
      vote; and $3,000 for the common stock if it is not
      entitled to vote but entitled to receive notice.  There
      will not be a separate charge to distribute a notice
      mailing to the holders of warrants;

  (b) For the mailing to creditors and record holders of
      securities, the labor charges is estimated at $2.75 to
      $3.25 per package, with a minimum of $500, depending on
      the complexity of the mailing;

  (c) A minimum charge of $2,000 to take up to 250 telephone
      calls from creditors and security holders within a 30-day
      solicitation period.  If more than 250 calls are received
      within the period, the additional calls will be charged at
      $8 per call.  Any calls to creditors or security holders
      will be charged at $8 per call;

  (d) Web-site hosting charges of $150 per month; and

  (e) A charge of $125 per hour for the tabulation of ballots
      and master ballots, plus setup charges of $1,000 for each
      tabulation elements.  Standard hourly rates will apply for
      any time spent by senior executives reviewing and
      certifying the tabulation and dealing with special issue
      that may develop.  The current hourly rates are:

        Executive Director                       $410
        Director                                 $360
        Senior Case Manager                      $300
        Case Manager                             $240
        Junior Case Manager                      $190
        Programmer II                            $195
        Programmer I                             $165
        Clerical                                  $65

Jane Sullivan, FBG's executive director, assures the Court that
neither the firm nor any of its employees currently holds or
represents any interest adverse to the Debtors' estates or
creditors.  FBG is a disinterested person, she attests.

                        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.  The Debtors' exclusive period to file
a plan expires on July 30, 2007.  (Solutia Bankruptcy News,
Issue No. 90; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


SOUTHPARK COMMUNITY: Plan Confirmation Hearing Set on July 19
-------------------------------------------------------------
The Honorable Robert Summerhays of the U.S. Bankruptcy Court for
the Western District of Louisiana will convene a hearing on
July 19, 2007, at 10:00 a.m., to consider confirmation of
Southpark Community Hospital LLC's Chapter 11 Plan of
Reorganization.

                        Treatment of Claims

Under the Plan, Administrative Expense Claims will be paid in full
in cash after the effective date.

Priority Unsecured Claims will also be paid in full through equal
monthly payments over a period of 60 months from the Debtor's
bankruptcy filing.

Secured Senior Real Estate Lender Claim, totaling $8.25 million,
will be paid in cash in full at closing.  The claim will be
reduced to $7.88 million by the effective date due to payments,
arising from a loan to the Debtor used for the purchase of real
estate and construction of the hospital.

Siemens and Secured Senior Equipment Lender Claims will retain
their liens on their collateral and will retain any rights against
third-party guarantors of the obligations, but will release any
liens rights over the secured junior claims collateral.

Holders of Secured Junior Claims, totaling $7.8 million, will
receive the new Southpark Holdings Membership Units which will be
the new equity interest in new Southpark Holdings, the new owner
of reorganized Debtor.  In addition, holders will receive any
distribution on a quarterly basis until all of their claims have
been liquidated and distributed.

Other Secured Claims will be set off against the same amount of
its claim against the Debtor.

Holders of Unsecured Convenience Claims having claims of $1,000 or
less will receive 20% of their allowed claim.  Holders with claims
above $1,000 will have the option to reduce their claims to $1,000
and receive 20% of the reduced amount.

Holders of General Unsecured Claims will receive up to 10% of
its allowed claim at closing.  Holders will also be entitled to
receive additional 10%, not to exceed $1 million, from Southpark
Acquisition in quarterly payments over a period of 34 quarters.

Equity Interest will not receive any distribution and will be
cancelled.

Based in Lafayette, Louisiana, Southpark Community Hospital, LLC
-- http://www.southparkhospital.com/-- provides personalized,   
quality, professional, and comprehensive health care services.
The Debtor filed for Chapter 11 protection on November 30, 2006
(Bankr. W.D. La. Case No. 06-51053).  Brandon A. Brown, Esq. and
Louis M. Phillips, Esq., at Gordon, Arata, McCollam, Duplantis, &
Eagan, LLP, represent the Debtor in its restructuring efforts.
No Official Committee of Unsecured Creditors has been appointed
in this case.  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts of $1 million
to $100 million.


SOUTHWEST WOMEN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Southwest Women Working Together
        6845 South Western Avenue
        Chicago, IL 60636

Bankruptcy Case No.: 07-11659

Type of Business: The Debtor is a non-profit, community based
                  Women's organization which serves women
                  primarily from the southwest side of Chicago.  
                  See http://www.swwt.org/

Chapter 11 Petition Date: June 29, 2007

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Ronald Peterson, Esq.
                  Jenner & Block LLP
                  330 North Wabash Avenue
                  Chicago, IL 60611
                  Tel: (312) 222-9350

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
La Rabida Childrens Hospital                    $148,200
East 65th, Lake Michigan
Chicago, IL 60649

Internal Revenue Service                        $120,535
P.O. Box 970007
St. Louis, MO 63197-0007

Bel Caribe Investment Corp.                      $45,000
Kathy Knazze
7110 South East End Drive
Chicago, IL 60649

Dell Financial Services                          $30,714

Childserv                                        $19,958

Doris Jones                                      $17,518

Blue Cross Blue Shield                           $17,423

Illinois Director of Employment Security         $17,247

Yolanda Caudle                                   $15,691

Key Equipment Finance                            $14,549

Tanya-Kris Harrison                              $14,382

Betty Powell                                     $13,149

Katrina Gundlach                                 $12,859

Illinois Manufacturing Foundation                $10,355

City of Chicago                                   $9,978

Peoples Energy                                    $8,999

AT&T                                              $8,615

Carla Rudolph                                     $7,988

Donzella Brim                                     $7,756

Patricia James                                    $7,678


SPECTRUM BRANDS: Carries Out Management Streamlining
----------------------------------------------------
Spectrum Brands, Inc. reported a number of senior management
changes in the Global Batteries & Personal Care business and at
the corporate level as part of an operational realignment.

"The changes we announced are designed to streamline, simplify and
de-layer the corporate structure and focus management on the
operation of our business units," Spectrum Brands' Chief Executive
Officer Kent Hussey, said.  "The changes will help us accomplish
the goals of the organizational realignment we announced in
January of this year, which are to make Spectrum Brands
significantly leaner, more focused and more cost-effective as we
transform our business model into three autonomous, product-
focused business units."

Andreas Rouve has been appointed Managing Director, Europe, and
will assume responsibility for sales, marketing and supply chain
for batteries and personal care in that region in addition to his
current role as the division's Senior Vice President and Chief
Financial Officer.  "Andreas has made tremendous contributions to
our organization since he joined VARTA AG in 1989," Mr. Hussey
said.  "I have the utmost confidence in his leadership abilities
and business acumen. Andreas will be a valuable asset to the
organization as we work to accelerate our operational improvements
and continue to increase profitability."

Mr. Rouve will succeed Remy Burel, who is stepping down from his
position as President, Europe/Rest of World, after seventeen years
with the Spectrum Brands and VARTA AG organizations.  Mr. Hussey
said, "We value Remy's leadership in our international operations,
particularly in the successful integration of our VARTA
acquisition in Europe and Latin America and the integration of
Remington into the company's European business. We thank him for
his many contributions and wish him every success in his future
endeavors."

       Elimination of Other Senior Management Positions

In addition to the changes, Spectrum Brands has eliminated a
number of senior management positions as part of its operational
realignment, including its senior vice president and general
counsel, corporate chief information officer, senior vice
president of purchasing, vice president of information technology
in Europe, vice president of operations finance, and a number of
vice president and division vice president positions throughout
the organization.  In all cases, responsibilities have been
absorbed by existing personnel.

In combination with other cost-saving measures being implemented
as part of the realignment, Spectrum Brands expects these changes
will accelerate the company toward its goal of reducing annual
operating costs by an amount in excess of $50 million.

                     About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25 retailers
and are available in more than one million stores in 120 countries
around the world.  The company has manufacturing and distribution
facilities in China, Australia and New Zealand, and sales offices
in Melbourne, Shanghai, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Fitch Ratings affirmed the ratings of Spectrum Brands, Inc.,
including its CCC issuer default rating, its CCC- rating of the
company's $700 million 7-3/8% senior subordinated note due 2015
and its CCC- rating of the company's $350 million 11.25% Variable
Rate Toggle Interest pay-in-kind Senior Subordinated Note due
2013.  The Outlook remains Negative.


STANDARD AERO: Offering Cash for $200 Mil. of 8.25% Sr. Sub. Notes
------------------------------------------------------------------
Standard Aero Holdings Inc. is offering to purchase for cash any
and all of its outstanding $200,000,000 aggregate principal amount
of 8-1/4% senior subordinated notes due 2014.  The offering is
subject to the terms and conditions in the offer to purchase and
consent solicitation statement dated June 29, 2007, and the
accompanying consent and letter of transmittal.

The company is also soliciting consents from holders of the notes
for certain amendments that would, among other things, eliminate
substantially all of the restrictive covenants and certain events
of default contained in the indenture under which the notes were
issued.  Adoption of the proposed amendments requires the consent
of holders of at least a majority of the aggregate principal
amount of the notes outstanding.

As announced on April 2, 2007, Dubai Aerospace Enterprise Ltd.
agreed to acquire Standard Aero Acquisition Holdings Inc., the
company's direct parent company, and Piedmont/Hawthorne Holdings
Inc., also known as Landmark Aviation.  The acquisition will be
completed through the mergers of SAH Merger Sub Inc. and LMA
Merger Sub Inc., indirect wholly-owned subsidiaries of DAE, with
Standard Aero Holdings and Landmark Aviation, respectively.

As a result of the mergers, Standard Aero Holdings and Landmark
Aviation will each become indirect wholly-owned subsidiaries of
DAE.  The completion of the offer and consent solicitation is not
a condition to the consummation of the mergers.

The consent solicitation will expire at 5 p.m., New York City
time, on July 13, 2007, unless earlier extended or terminated.  
The offer will expire at 12 midnight, New York City time, on
July 27, 2007, unless extended or earlier terminated.

The total consideration to be paid for each $1,000 in principal
amount of notes validly tendered and accepted for purchase,
subject to the terms and conditions of the offer documents, will
be paid in cash and will be calculated based on a fixed spread
pricing formula.

The total consideration will be determined on the tenth business
day prior to the expiration time based, in part, upon a fixed
spread of 50 basis points over the yield on the 4.875% U.S.
treasury note due Aug. 15, 2009.  The total consideration includes
a consent payment equal to $30 per $1,000 in principal amount of
notes.  The detailed methodology for calculating the total
consideration for the notes is outlined in the offer documents.

Holders who validly tender their notes on or prior to the consent
time will be eligible to receive the total consideration.  Holders
who validly tender their notes after the consent time, but on or
prior to the expiration time, will be eligible to receive the
total consideration less the consent payment.  In either case, all
holders who validly tender their notes will receive accrued and
unpaid interest up to, but not including, the date of settlement.

Holders who tender their notes must consent to the proposed
amendments.  Tendered notes may not be withdrawn and consents may
not be revoked after the consent time.

The company's offer and consent solicitation are conditioned on,
among other things:

    -- the closing of the mergers will have occurred;

    -- DAE will have received gross proceeds from new senior debt
       financing transactions in the aggregate amount of about
       $1.1 billion and equity in the amount of $810 million, all
       on terms acceptable to DAE in its sole discretion, which in
       the aggregate is expected to be sufficient to fund (a) the
       acquisition of Standard Aero Holdings and Landmark Aviation
       and (b) the repayment of certain indebtedness of Standard
       Aero Holdings and Landmark Aviation, including the purchase
       of all validly tendered notes accepted for purchase in the
       offer and the consent payments and will have paid all
       outstanding amounts under that certain credit agreement,
       dated Aug. 24, 2004, among the company, the several banks
       and other financial institutions or entities from time to
       time parties thereto as lenders, Lehman Commercial Paper
       Inc. and Credit Suisse First Boston, as co-syndication
       agents, and JPMorgan Chase Bank N.A., as administrative
       agent, and will have terminated all remaining commitments;

    -- the company will have received valid consents from holders
       of a majority of the aggregate principal amount of the
       notes; and

    -- a supplemental indenture which implements the proposed
       amendments in respect of the notes upon receipt of the
       consents required for those amendments will have been
       executed and delivered.

The company has retained Barclays Capital Inc. to act as sole
Dealer Manager for the offer and as the solicitation agent for the
consent solicitation.  Barclays Capital Inc. can be contacted at
(212) 412-4072 (collect) or (866) 307-8991 (toll-free).  

Copies of the offer and other related documents may be obtained
from Global Bondholder Services Corporation, the information agent
and depositary, (212) 430-3774 (collect) or (866) 470-4200
(toll free).

Under no circumstances will this press release constitute an offer
to buy or the solicitation of an offer to sell any securities of
the company.  This press release also is not a solicitation of
consents to the proposed amendments to the indenture.

                      About Standard Aero

Standard Aero Holdings Inc. -- http://www.standardaero.com/-- is
an independent provider of aftermarket maintenance, repair and
overhaul services for gas turbine engines used primarily for
military, regional and business aircraft.  Standard Aero provides
MRO services on a wide range of aircraft and industrial engines
and provides its customers with comprehensive, value-added
maintenance engineering and redesign solutions.

                        *     *     *

As reported in the Troubled Company Reporter on April 9, 2007,
Moody's Investors Service is reviewing the ratings of Standard
Aero Holdings Inc. for possible downgrade in response to the  
announcement that Dubai Aerospace Enterprises entered into an
agreement and plan of merger to purchase Piedmont Hawthorne
Holdings Inc. and Standard Aero Holdings Inc. from The
Carlyle Group in a cash transaction for total consideration of
about $1.8 billion.  Standard Aero has a corporate family rating
of B2.  The speculative grade liquidity rating has been affirmed
at SGL-3 and is not affected by the current review.


STERICYCLE INC: Enhanced Performance Cues S&P's Positive Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Stericycle Inc. to positive from stable.  At the same time, S&P
affirmed the 'BB+' corporate credit rating on the company.  Lake
Forest, Illinois-based Stericycle had total debt of about $580
million at March 31, 2007.
      
"The outlook revision incorporates the trend of enhanced operating
performance and cash generation, which has supported improved
credit measures over the past year," said Standard & Poor's credit
analyst Liley Mehta.
     
Despite higher debt associated with recent acquisitions, credit
protection measures have remained well above expectations for the
rating, with funds from operations to total debt at about 30% for
the 12 months ended March 31, 2007.  Although S&P expect free cash
generation to be used for acquisition-driven growth and share
repurchases, continued earnings growth should allow credit
measures to remain at or above current levels, potentially
supporting an upgrade to investment-grade in the next one to two
years.
     
The rating on Stericycle reflects the operating and financial
risks inherent in its acquisition-driven growth strategy,
partially offset by the company's leading niche-market position,
favorable overall industry characteristics, and satisfactory
credit protection measures.  Stericycle is the largest provider of
regulated medical waste management services in the U.S., with
annual revenues of about $821 million, and the only national
entity with a fully integrated collection and treatment network.  
Stericycle's customer base is well diversified, with over 350,000
accounts and about a 95% customer retention rate, factors that
enhance stability.  Favorable demographics, customer outsourcing,
expansion of ancillary services, and regulatory forces drive the
company's moderate growth prospects.


STRUCTURED ASSET: Fitch Affirms Ratings on 18 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed 18 classes of Structured Asset
Securities Corp. residential mortgage-backed certificates, as
follows:

Series 2002-1A Pool 1:

    -- Class 1A affirmed at 'AAA';
    -- Class B1-I affirmed at 'AAA';
    -- Class B2-I affirmed at 'AA+';
    -- Class B3-I affirmed at 'BBB+';
    -- Class B4-I affirmed at 'BBB-';
    -- Class B5-I affirmed at 'BB'.

Series 2002-1A Pool 2:

    -- Class 2A affirmed at 'AAA';
    -- Class B1-II affirmed at 'AAA';
    -- Class B2-II affirmed at 'AA-';
    -- Class B3-II affirmed at 'BBB+';
    -- Class B4-II affirmed at 'BB+';
    -- Class B5-II affirmed at 'B+'.

Series 2002-1A Pools 3, 4 and 5:

    -- Classes 3A, 4A, 5A affirmed at 'AAA';
    -- Class B1-III affirmed at 'AAA';
    -- Class B2-III affirmed at 'AAA';
    -- Class B3-III affirmed at 'BBB+';
    -- Class B4-III affirmed at 'A+';
    -- Class B5-III affirmed at 'A-'.

The collateral for Pool 1 consists of conventional, fully
amortizing residential mortgage loans, each of which have a fixed
interest rate for the first five years from the date of
origination, after which the rate adjusts semi-annually.  Pool 2
consists of conventional, fully amortizing residential mortgage
loans, each of which have an interest rate which adjusts semi-
annually from the date of origination.  Pool 3 consists of
conventional, fully amortizing residential mortgage loans, each of
which have a fixed interest rate for the five years from the date
of origination, after which the rate adjusts annually.  

Pool 4 consists of conventional, fully amortizing residential
mortgage loans, each of which have a fixed interest rate for the
first seven and ten years from the date of origination, after
which the rate adjusts annually.  Pool 5 consists of conventional,
fully amortizing residential mortgage loans, each of which have a
fixed interest rate for the first three and five years from the
date of origination, after which the rate adjusts annually.  The
affirmations reflect credit enhancement consistent with future
loss expectations and affect $25.1 million of outstanding
certificates.  The pools are 64 months seasoned.  The pool factors
range from approximately 1% to 4% outstanding.

Classes B3-I, B3-II, and B3-III of Series 2002-1A Pool 1, Series
2002-1A Pool 2, and 2002-1A Pools 3-5, respectively, are known as
component bonds.

Each group of components (B3-1, B3-II and B3-III for example) is
backed by a separate mortgage pool or group of pools.  Although
each mortgage pool or group of pools performs differently, since
the component bonds are not severable, each component bond
reflects the performance of the weakest of all of its fellow
components.


STRUCTURED ASSET: Fitch Rates $4.9 Million Class B Certs. at BB
--------------------------------------------------------------
Structured Asset Securities Corporation mortgage pass-through
certificates, series 2007-TC1, is rated by Fitch Ratings as:

    -- $151,431,000 classes A and A-IO 'AAA';
    -- $8,945,000 class M1 'AA+';
    -- $4,830,000 class M2 'AA-';
    -- $4,114,000 class M3 'A';
    -- $1,879,000 class M4 'A-';
    -- $2,772,000 class M5 'BBB';
    -- $4,920,000 class B 'BB'.

The 'AAA' rating on the class A certificates reflects the 15.90%
credit enhancement provided by the 5.00% class M1, the 2.70% class
M2, the 2.30% class M3, the 1.05% class M4, the 1.55% class M5,
and the 2.75% class B, along with overcollateralization.  The OC
amount will grow to a target of 0.55%.  In addition, the ratings
on the certificates reflect the quality of the underlying
collateral, and Fitch's level of confidence in the integrity of
the legal and financial structure of the transaction.

The trust fund will primarily consist of approximately 3,285
seasoned conventional, adjustable and fixed rate, fully amortizing
and balloon, first and second lien residential mortgage loans,
which have a total principal balance approximately $178,891,375.
As of the cut-off date, June 1, 2007, the mortgage loans had a
weighted average combined loan-to-value ratio of 54.75%, a
weighted average coupon of 11.226%, a weighted average remaining
term to maturity of 248 months and an average principal balance of
$54,457.  Single-family properties and planned unit developments
account for approximately 92.09% of the mortgage pool, two- to
four-family properties account for 3.74%, and manufacture housing
accounts for 2.44%.  The three largest state concentrations are
Texas (14.87%), California (8.11%), and Ohio (6.01%).


TABERNA PREFERRED: Fitch Rates $45 Million Class B-2L Notes at BB
-----------------------------------------------------------------
Fitch assigns these ratings to Taberna Preferred Funding IX, Ltd.
and Taberna Preferred Funding IX, Inc., which closed June 28,
2007:

    -- $100,000,000 class A-1LAD first priority delayed draw
       floating Rate notes 'AAA';

    -- $275,000,000 class A-1LA first priority floating rate notes
       'AAA';

    -- $116,000,000 class A-1LB second priority floating rate
       notes 'AAA';

    -- $25,000,000 class A-2LA third priority floating rate notes   
       'AA+';

    -- $53,000,000 class A-2LB deferrable fourth priority floating
       Rate notes 'AA';

    -- $20,000,000 class A-3LA deferrable fifth priority floating
       Rate notes 'A';

    -- $25,000,000 class A-3LB deferrable sixth priority floating
       Rate notes 'A-';

    -- $46,000,000 class B-1L deferrable seventh priority floating
       Rate notes 'BBB';

    -- $45,000,000 class B-2L deferrable eighth priority floating
       Rate notes 'BB'.


TCW HIGH: Notes Redemption Prompts S&P to Withdraw Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class I, II-A, II-B, III, and IV notes issued by TCW High Income
Partners II Ltd., a cash flow arbitrage corporate high-yield CBO
transaction.
     
The rating withdrawals follow the optional redemption of the notes
by the issuer at the direction of the majority of the preference
shareholders pursuant to section 9.1(a) of the indenture.  The
redemption took place on the June 4, 2007, payment date.
   

                       Ratings Withdrawn

                TCW High Income Partners II Ltd.

                   Rating                   Balance
                   ------                   -------
       Class   To         From         Current     Previous
       -----   --         ----         -------     --------
       I       NR         AAA           0.00     $110,000,000
       II-A    NR         AA-           0.00      $20,000,000
       II-B    NR         AA-           0.00      $10,000,000
       III     NR         BBB           0.00      $18,000,000
       IV      NR         BB-           0.00       $9,500,000

                            NR - Not rated.


TL ACQUISITIONS: S&P Lowers Rating on $300MM Credit Facility to B+
------------------------------------------------------------------
Standard & Poor's Ratings Services said that, as a result of
significant changes made to the structure, pricing, and terms of
the original deal proposal, Standard & Poor's Ratings Services
revised certain ratings relating to the $3.74 billion secured
financing of TL Acquisitions Inc.

The rating on the $300 million revolving credit facility has been
lowered to 'B+' (one notch above the 'B' corporate credit rating
on parent company TL Holdings II L.P.) from 'BB-'.  The recovery
rating has been revised to '2', indicating S&P's expectations of
substantial (70%-90%) recovery in the event of a payment default,
from '1'.
     
At the same time, S&P affirmed the rating on the $3.44 billion
term loan at 'B+'.  The recovery rating is unchanged at '2',
indicating S&P'S expectations of substantial (70%-90%) recovery in
the event of a payment default.  All ratings are based on
preliminary terms and conditions and subject to receipt and review
of final documentation.
      
Proceeds from these facilities, along with $2.15 billion of
additional unsecured or subordinated debt, will be used to
partially fund an LBO of Thomson Learning Inc. from The Thomson
Corp. (A-/Watch Neg/--), led by Apax Partners.  Standard & Poor's
expects the revolving credit facility to be undrawn at closing.

Ratings List

TL Holdings II L.P.
Corporate Credit Rating                   B/Stable/--

TL Acquisitions Inc.
                                           To          From
                                           --          ----
Senior Secured
  $300 Million Revolving Credit Facility   B+          BB-
    Recovery Rating                        2           1

Ratings Affirmed

TL Acquisitions Inc.
  $3.44 billion term loan                  B+
    Recovery Rating                        2


TOUSA Inc: Enters Settlement Pacts with Senior and Junior Lenders
-----------------------------------------------------------------
TOUSA Inc. entered into a settlement agreement with the senior and
junior mezzanine lenders to the Transeastern JV.  The company has
also reached a global consensual resolution with all participants
in the Transeastern JV including the senior lenders, the mezzanine
lenders, the JV partner and land bankers.

The company expects to close the global settlement on or about
July 31, 2007, subject to closing conditions, including the
funding under the Citibank facility.  However, the company can not
provide any assurances that these closing conditions will occur.

The global settlement would be financed by TOUSA's issuance of
new equity and debt securities including a new $500 million senior
secured credit facility underwritten by Citibank.

The full amount of the debt to the Transeastern JV senior secured
lenders, $400 million plus about $22.7 million of interest will
be repaid in cash resolving all claims of the Transeastern JV
senior secured lenders.

Pursuant to the mezz settlement agreements, the company has agreed
to issue to the senior mezzanine lenders these securities:

     (i) $20,000,000 in aggregate principal amount of 14.75%
         senior subordinated PIK election notes due 2015; and

    (ii) 8% series A convertible preferred PIK preferred stock.

The company has agreed to issue to the junior mezzanine lenders,
warrants to purchase shares of its common stock.  The warrants
will have an estimated fair value of $16.25 million at issuance.

The company has also agreed to enter into registration rights
agreements requiring the company to register with the Securities
and Exchange Commission the notes for resale and the preferred
stock.  If the company does not satisfy the registration
requirements with respect to the notes or the preferred stock,
it will be required to pay up to an additional 1% of interest on
the notes and an additional 0.25% dividend on the preferred stock,
payable in cash, or additional shares of preferred stock, with
respect to the preferred stock, and notes, in respect of the notes
until they are registered.

Notes.  Interest on the notes is payable semi-annually.  The notes
will be unsecured senior subordinated obligations of the company,
and will be guaranteed by each of the company's existing and
future subsidiaries that guarantee its 7.5% senior subordinated
notes due 2015.  The company is required to pay 1% of the interest
in cash and the remaining 13.75%, at its option:

      (i) in cash;


     (ii) entirely by increasing the principal amount of the
          notes or issuing new notes; or

    (iii) a combination of (i) and (ii).

The notes will mature on July 1, 2015.  The indenture governing
the notes will contain the same covenants as contained in the
indenture governing the existing notes and will be subject, in
most cases, to any change to such covenants made to the indenture
governing the existing notes.  The notes are redeemable by the
company at redemption prices greater than their principal amount.

Preferred Stock.  The preferred stock will rank senior to all of
the company's capital stock with respect to liquidation and
dividends and will have an initial aggregate liquidation
preference of $117,500,000 and will accrue dividends semi-annually
at 8% per annum:

      (i) 1% will be payable in cash;

     (ii) the remaining 7% will be payable, at the company's
          option, in cash, additional preferred stock, or a
          combination.

The preferred stock is mandatorily redeemable on July 1, 2015, in
cash, common stock or a combination, at the company's option.  
The preferred stock is convertible into common stock at a
conversion price which will initially equal the 20-trading day
average common stock price commencing 60 days immediately after
the closing of the settlement multiplied by 1.40.  The conversion
price calculation has a per share floor of $0.25 per share.  The
number of shares of common stock that would have to be issued
upon conversion of the preferred stock is dependent on the
ultimate conversion price determined at the end of the measurement
period.   The amount of authorized shares of common stock in the
company's certificate of incorporation will be increased from
97 million shares to 975 million shares of which 891 million
shares reflects the maximum amount of shares of common stock
which may be deliverable upon conversion of the preferred stock
in 2015.  

There are currently about 60 million shares of common stock
outstanding.  The company is amending its certificate of
incorporation by assuming that its common stock will trade at an
average price of about $0.18 during the measurement period, which
when multiplied by 1.4 is equal to the floor price.  

The company cannot predict what the trading price of its common
stock will be during the measurement period or what the impact of
closing a global settlement will be on the trading price of its
common stock.  As of March 31, 2007, the company's common stock
had a book value of $11.89 per share.  

Warrants.  The warrants are exercisable for a term of five years
from the date of issuance.  The warrants will have an estimated
fair value of $16.25 million at issuance provided the 20-trading
day average common stock price commencing 60 days immediately  
after the effective date of the settlement agreement of TOUSA
stock is between $4.25 and $6.00.  The warrants will be issued in
two tranches with exercise prices based on the calculated price
multiplied by 1.25 or 1.5, respectively.  In connection with the
warrants, the company estimates that it will issue no more than
11.5 million shares of common stock.  The exercise price of the
warrants will be adjusted for certain anti-dilution events
including below market price or below the exercise price issuances
by the company of its common stock, subject to certain exceptions.  
Upon exercise of the warrants by the holders, the company may, in
its sole discretion, satisfy its obligations under any warrant
being exercised by:

       (i) paying the holder the value of the common stock to be
           delivered in cash less the exercise price;

      (ii) paying such amount in common stock rather than cash;

     (iii) delivering shares of common stock upon receiving the
           cash exercise price therefore; or

      (iv) any combination of the foregoing.

                  Financing and Commitment Letter

On June 29, 2007, the company executed a written commitment from
Citigroup Global Markets Inc., together with certain of its
affiliates, pursuant to which Citi has agreed to provide financing
to establish a:

      (i) new $200 million aggregate principal amount first lien
          term loan facility; and

     (ii) a new $300 million aggregate principal amount second
          lien term loan facility.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (NYSE: TOA) --
http://www.tousa.com/-- is a homebuilder, operating in various   
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has downgraded Technical Olympic USA Inc.'s issuer
default rating to 'B-' from 'B+'.  TOA's ratings remain on rating
watch negative.


TOUSA INC: Inks Mutual Release Settlements with Falcone/Ritchie
---------------------------------------------------------------
TOUSA Inc. and certain of its affiliates entered into a settlement
and mutual release agreement with Falcone/Ritchie LLC and certain
of its affiliates concerning the Transeastern JV.

One of the Falcone Entities owns 50% of the equity interests in
the Transeastern JV.  The agreement provides, among other things,
that upon the occurrence of the effective date, the company would
become the sole owner of the Transeastern JV and the company
would, among other things, release the Falcone Entities from
claims under the asset purchase agreement pursuant to which the
company acquired its interest in the Transeastern JV.

Pursuant to the mezz settlement agreements, or the settlement and
release agreements the company had with the senior mezzanine
lenders and the junior mezzanine lenders to the Transeastern JV,
the company and the Transeastern JV agreed to and otherwise remain
obligated on certain indemnification obligations, including,
without limitation, those related to certain land bank
arrangements.

The occurrence of the effective date is dependent upon numerous
conditions including, but not limited to, the parties to the
agreement reaching settlements with each tranche of lenders to the
Transeastern JV and the payment by the Transeastern JV of certain
amounts to take down the properties specified in the agreement.

As part of the settlement, the Transeastern JV will become
wholly-owned by the company and merged into one of the company's
subsidiaries and become a guarantor on the company's credit
facilities and note indentures.  Upon completion of the
transaction, TOUSA will acquire control of about 7,500 additional
homesites in Florida, of which 2,700 will be owned and 4,800 will
be under option.

The company expects to integrate the Transeastern JV into its
Florida region operations and operate it under its Engle Homes
brand, one of the most recognized and respected homebuilding
brands in the nation.

The company expects that the proposed settlements will increase
its loss accrual with respect to the Transeastern JV by about
$38 million from the $354.3 million estimated in the company's
quarterly report on Form 10-Q for the period ended March 31,
2007, due to an increase in the expected fair value of the
consideration to be paid to the creditors of the Transeastern JV.
The loss accrual also remains subject to change based on the
change in the estimated fair value of the Transeastern JV as of
the closing of the settlement.

                Litigation Concerning Transeastern

In connection with the mezz settlement agreements, litigation with
the Transeastern JV lenders is expected to be suspended until the
consummation of a global settlement assuming it occurs in the next
45 days.

The mezz settlement agreements do not suspend the lawsuits by
stockholder plaintiffs seeking class action status in the U.S.
District Court for the Southern District of Florida.  The actions
allege that the company and certain of its current and former
officers violated the Securities Exchange Act of 1934 by allegedly
misrepresenting that the loans made to finance the acquisition of
the properties of the Transeastern JV were non-recourse as to the
company.

The plaintiffs also contend that disclosures concerning the
Transeastern JV's actual and expected financial contributions to
the company were false and misleading.  Plaintiffs claim that the
defendants failed to disclose that the Transeastern JV loans were
not non-recourse and that in certain circumstances the company
could be liable for the debt of the Transeastern JV.  Finally,
plaintiffs assert that the defendants failed to disclose that the
Transeastern JV was experiencing a severe slowdown that would
likely result in the loss of the company's investment in the
Transeastern JV.

The company has been contacted by the Miami Regional Office of
the SEC requesting the voluntary provision of documents and other
information from the company relating primarily to corporate and
financial information and communications related to the
Transeastern JV.  The SEC has advised the company that this
inquiry should not be construed as an indication that any
violations of law have occurred, nor should it be considered a
reflection upon any person, entity, or security.  The company
intends to cooperate with the inquiry.

                            Comments

"This global settlement enables TOUSA to put the Transeastern
JV issue behind us and removes the uncertainty and distraction
of a prolonged litigation," said Antonio B. Mon, president and
chief executive officer of TOUSA.  "We believe the settlement is
in the best interest of our stockholders, creditors and
associates, and allows us to focus exclusively on our
homebuilding and financial services operations."

Mr. Mon continued, "We intend to take aggressive action to reduce
our debt, and while this will not happen overnight, we are
prepared to take the necessary steps to strengthen the company's
capital structure and position it for the future.  We appreciate
the support of our banks and the confidence they have shown in
our ability to manage the business and execute our asset
management strategy."

                          About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (NYSE: TOA) --
http://www.tousa.com/-- is a homebuilder, operating in various   
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has downgraded Technical Olympic USA Inc.'s issuer
default rating to 'B-' from 'B+'.  TOA's ratings remain on rating
watch negative.


TOUSA INC: Randy Kotler Resigns as Principal Accounting Officer
---------------------------------------------------------------
TOUSA Inc.'s principal accounting officer, Randy Kotler notified
the company that he will be resigning from his position effective
July 8, 2007, in order to accept the chief financial officer role
at another company.

Upon his departure, Angela Valdes will be promoted to serve as
the company's principal accounting officer and will also serve
as vice-president, chief accounting officer and corporate
controller.  Ms. Valdes, a certified public accountant, has
served as the company's corporate controller since 2002 and prior
to that had over eleven years of experience with Ernst & Young
LLP.

"[Mr. Kotler] has been a valuable member of the executive team
since our inception and has been instrumental in the development
of TOUSA," said said Antonio B. Mon, president and
chief executive officer of TOUSA.  "While [Mr. Kotler] will be
missed, the CFO position is a great opportunity for Randy and we
know he will be successful in his new opportunity."

Mr. Mon continued, "We are very excited about [Ms. Valdes']
promotion to chief accounting officer, which is well deserved.  
While at TOUSA, [Ms. Valdes] has shown outstanding leadership in
managing the accounting and financial reporting functions and we
are confident she will do well in her expanded role."

                          About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (NYSE: TOA) --
http://www.tousa.com/-- is a homebuilder, operating in various   
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has downgraded Technical Olympic USA Inc.'s issuer
default rating to 'B-' from 'B+'.  TOA's ratings remain on rating
watch negative.


TOYS "R" US: Improved Performance Cues S&P to Lift Rating to B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Toys "R" Us Inc. to 'B' from 'B-'.  The ratings have
been removed from CreditWatch, where they had been place with
positive implications on May 17, 2007.

At the same time, the senior unsecured rating was raised to 'CCC+'
from 'CCC'.

The rating change is based on improved operating performance and
credit protection metrics.  The outlook is stable.
     
The vulnerable business risk profile for Wayne, New Jersey-based
Toys reflects participation in the intensely competitive toy
retailing sector, extreme seasonality and dependence on "hot"
products, loss of market share in the U.S. toy business to such
discounters as Wal-Mart Stores Inc. and Target Corp., and the high
debt leverage and thin cash flow protection measures
      
"The stable outlook for Toys," explained Standard & Poor's credit
analyst Diane Shand, "anticipates that recent performance
improvements will continue throughout 2007 and into early 2008."  
Standard & Poor's expects incremental operational gains as the
company implements its turnaround strategy, especially at its
domestic Toys segment.


TRIBUNE CO: S&P Revises Rating on $10.1 Billion Loan to BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its issue and recovery
ratings on Chicago, Illinois-based Tribune Co.'s $10.1 billion
senior secured credit facilities.  The issue rating was raised to
'BB+' (two notches higher than the 'BB-' corporate credit rating
on the company) from 'BB-', and the recovery rating was revised to
'1', indicating the expectation for very high (90%-100%) recovery
in the event of a payment default, from '2'.
     
With the closing of the credit facilities, Tribune's senior
unsecured notes and debentures became secured.  As a result,
Standard & Poor's lowered its issue rating on these notes to 'B'
from 'BB-', and assigned them a recovery rating of '6', indicating
the expectation for negligible (0%-10%) recovery in the event of a
payment default.  All the issue ratings, as well as the company's
corporate credit rating, remain on CreditWatch with negative
implications as Tribune completes it LBO transaction.  The rating
changes reflect Standard & Poor's revisions to its recovery rating
scale and issue level rating framework that were announced on May
30, 2007.
     
The planned downgrade of the senior notes was previously discussed
in S&P's recovery report on Tribune dated May 18, 2007.  The notes
became secured with the same security package as the credit
facilities when these facilities closed due to negative pledge
covenants in the indentures for the notes.  However, the notes do
not benefit from upstream guarantees from Tribune's operating
subsidiaries, as is the case with the credit facilities.  Thus,
the notes have a lower priority claim to the value of the company
than these facilities.
      
"Based on our analysis of Tribune's planned capital structure
following the LBO, we have determined that if the company's
shareholders approve the transaction as outlined, we would lower
our corporate credit rating on Tribune to 'B' (with a stable
outlook) from 'BB-'," said Standard & Poor's credit analyst Peggy
Hebard.  "Under these circumstances, the issue ratings on the
credit facilities would be lowered to 'BB-' from 'BB+', and the
senior notes rating would be lowered to 'CCC+' from 'B'.  The
recovery ratings would remain at '1' and '6' for the credit
facilities and the notes, respectively."
     
Proceeds from the new credit facilities and a $2.1 billion unrated
senior unsecured bridge facility, combined with $315 million of
cash from Sam Zell and $215 million in stock option proceeds, are
being used to repurchase the outstanding public shares of Tribune
and to repay the outstanding credit facilities.  The $263 million
delayed-draw term loan B is available to repay the maturing
medium-term notes in 2008.  In May and June 2007, the company
completed the first phase of the transaction with the refinancing
of the former credit facilities and the repurchase of 126 million
shares of common stock (about 52% of the outstanding shares) at
$34 per share.


US AIRWAYS: ALPA Responds to Vacation of Senior Arbitration Award
-----------------------------------------------------------------
The America West unit of the Air Line Pilots Association, Int'l.
has issued a statement regarding the U.S. Airways pilots' lawsuit
to vacate the seniority arbitration award.

ALPA relates that, in a desperate move, the pilots of U.S. Airways
are attempting to overturn an arbitrated seniority award by suing
their own union.  All 60,000 pilots represented by the Air Line
Pilots Association will now be forced to use their union dollars
to defend this complaint brought by the disgruntled pilots at U.S.
Airways, says ALPA.

Over the past two years, the America West and U.S. Airways pilot
groups have strictly adhered to ALPA Merger Policy to determine a
new combined seniority list, as a result of the merger of the two
airlines.  This process included negotiations, mediation and
arbitration.  ALPA contends that the failure of both sides to
negotiate a settlement resulted in an arbitrated award that is
final and binding.

While the "east" pilots characterized the award as "wholesale
destruction," no U.S. Airways pilot lost their position, base or
pay.  Instead, the award slotted 517 U.S. Airways pilots at the
top of the new seniority list, protected their desired
international flying and assured them access to all growth at the
airline. Despite the fact that on the eve of the merger, ALPA
continues, the pilots of U.S. Airways were in their second
bankruptcy, had more than 1,500 pilots on furlough and were facing
liquidation, they believe that they are entitled to a new
seniority list that would place their pilots, even those that were
laid off at the time of the merger, above all their peers at
America West.

According to ALPA, the U.S. Airways pilots erroneously pride
themselves on having more experience than their counterparts at
America West without any regard for the diverse military, airline
and corporate backgrounds of all America West pilots.  ALPA argues
that this "arrogant" approach to seniority is an inaccurate
representation of the professionalism and experience of thousands
of pilots represented by ALPA.

For ALPA, the lawsuit is a giant step backwards for all U.S.
Airways pilots both "east" and "west."  Instead of focusing the
resources on contract negotiations with management to obtain
better pay, work rules and retirement for their pilots, the
leadership of the U.S. Airways "east" pilots is spending limited
resources to overturn an arbitrated award.

ALPA complains that, in the meantime, U.S. Airways management
continues to cash in on millions of dollars in savings by keeping
their pilots on one of the lowest pay scales in the industry.  All
pilots of the new U.S. Airways deserve better and it is
unfortunate the pilot union leaders on the "east" prefer
litigation rather than abiding by their own union policies already
established governing seniority integration.

The America West unit of ALPA is based in Phoenix and represents
over 1800 pilots.

                      About U.S. Airways Group

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE:
LCC) -- http://www.usairways.com/-- primary business activity is
the ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Standard & Poor's Ratings Services assigned its 'B' rating to US
Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated.


US FOODSERVICE: S&P Withdraws Ratings at Company's Request
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Columbia, Maryland-based U.S. Foodservice at the company's
request.

Ratings List

U.S. Foodservice
Ratings Withdrawn
                                   To        From
                                   --        ----
Corporate Credit Rating           NR        B-/Positive/--
Senior Unsecured                 NR        CCC
Subordinated Notes               NR        CCC


VENTAS INC: Inks Pact to Sell Good Samaritan for $35 Million
------------------------------------------------------------
Ventas Inc. said that the Executive Committee of the University
of Kentucky Board of Trustees unanimously approved a transaction
involving the leasing and operation of Good Samaritan Hospital
owned by Ventas in Lexington, Kentucky.  The transaction is
expected to be completed over the weekend.

As part of the transaction, University of Kentucky has the right
to purchase the hospital from Ventas, and Ventas has the right to
sell the hospital to University of Kentucky, for a purchase price
of $35 million.  Ventas acquired the hospital in 2005 for
$21 million.  Prior to any sale, University of Kentucky will
lease the facility from the company at its current annual cash
rent of about $2.3 million, plus annual escalations.

"We are proud to partner with UK Healthcare on this transaction,
as it seeks to become one of the country's elite academic medical
centers, known for serving patients with the most critical
healthcare needs," Ventas chairman, president and chief executive
officer Debra A. Cafaro said.

"Among other things, this transaction ensures the continued
presence of a trusted healthcare provider for the Lexington
community."
                           About Ventas

Headquartered in Louisville, Kentucky, Ventas, Inc. (NYSE:VTR) --
http://www.ventasreit.com/-- is a healthcare real estate  
investment trust that is the nation's largest owner of seniors
housing and long-term care assets.  Its portfolio of properties
located in 43 states two Canadian provinces includes independent
and assisted living facilities, skilled nursing facilities,
hospitals and medical office buildings.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2006,
Standard & Poor's Ratings Services revised its outlook on Ventas
Inc. to positive from stable.  At the same time, the 'BB+'
corporate credit and senior note ratings were affirmed for Ventas,
its operating partnership, Ventas Realty L.P., and Ventas Capital
Corp.  The rating actions affected roughly $1.5 billion in senior
notes.

As reported in the Troubled Company Reporter on Dec. 19, 2006,
Moody's placed a Ba2 rating on $230 million of 3-7/8% Convertible
Senior Notes issued by Ventas, Inc., the REIT holding company of
Ventas Realty Limited Partnership and Ventas Capital Corporation.
Moody's also rates Ventas, Inc.'s senior debt shelf at Ba3.


VICTORY MEMORIAL: Exclusive Plan Filing Period Extended to July 15
------------------------------------------------------------------
Victory Memorial Hospital and its debtor-affiliates ask the United
States Bankruptcy Court for the Eastern District of New York to
further extend the exclusive periods to:

    a. file a Chapter 11 plan of reorganization until Nov. 15,
       2007; and

   b. solicit acceptances of that plan until Jan. 15, 2008.

The Debtors' exclusive period to file a plan will expire on July
15, 2007.

The Debtors tell the Court that they cannot propose a plan of
reorganization to their creditors before their exclusive plan
filing expires.  The Debtors explain that they need additional
time to complete their analysis and negotiations concerning the
plan of reorganization.

In addition, the Debtors intend to comply with the Berger
Recommendations Law that took effect on Jan. 1, 2007, which
advocated for the closure of the Debtors' acute-care facilities
and a continuation of the facilities' skilled nursing, ambulatory,
and home health care programs.

                     About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a non-
profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have any
employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts between $1 million and $100 million.
The Debtors' exclusive period to file a chapter 11 plan expires on
July 15, 2007.


VIEWCAST CORP: Horace Irwin Retires as Senior Vice President
------------------------------------------------------------
ViewCast Corporation reported the retirement of Horace Irwin,
senior vice president of sales and business development at
ViewCast as of June 30, 2007.  A search for his replacement is in
progress.

In accordance with new business initiatives, ViewCast is
aggressively moving to launch new products in new markets.  "[Mr.
Irwin] has worked hard to build brand recognition and visibility
for ViewCast's Osprey and Niagara product lines," said Dave
Stoner, president and chief operating officer of ViewCast
Corporation.  "We appreciate all of [Mr. Irwon]'s contributions,
and wish him well in the future."

During the past year, ViewCast implemented an aggressive strategy
to introduce new cutting edge products, promote existing product
lines and establish strong strategic partnerships with other OEM
and VAR customers such as Multicast Media Technologies.  This
spring, ViewCast introduced five new products including the Osprey
-240, a video card that combines PCI Express compatibility with
professional analog inputs to deliver high bandwidth capture for
sports, entertainment, news, and other high quality content
distribution, and OSPREY-700 HD high-definition video capture
card.  In addition, three new Niagara products hit the market,
including: the Niagara Pro which offers SCX software and
EZStream(R) buttons for professional users; the next generation
Niagara SCX(R) Pro; and, the Niagara GoStream Plus that delivers
new, powerful, portable media streaming capabilities for mobile
and Internet media.

"This is an exciting time for ViewCast," Mr. Stoner noted.  "With
so many new product introductions, sales continue to grow rapidly.
While we will miss [Mr. Irwin] as the company moves into a new
phase of expansion, the business relationships he helped establish
will make it easier for others to follow."

                        About ViewCast

Headquartered in Plano, TX, ViewCast Corporation (OTC:VCST)
-- http://www.viewcast.com/-- develops communication products for
live and on demandvideo and audio content deliverable via a
variety of network types and protocols.  Our well known products
include Osprey(R) Video capture cards, Niagara(R) video encoders/
servers featuring Niagara SCX encoder management software.  
ViewCast products address the video capture, processing and
delivery requirements for a broad range of applications and
markets.

ViewCast Corporation listed total assets of $7,103,363, total
liabilities of $7,421,673, and total stockholders' deficit of
$318,310 as of March 31, 2007.  The company also had strained
liquidity with total current assets of $6,250,466 and total
current liabilities of $2,224,675 as of March 31, 2007.


WHITING PETROLEUM: S&P Affirms Corporate Credit Rating at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Whiting Petroleum Corp. following the company's
announcement that it has raised roughly $200 million in cash from
a secondary offering of common stock.  Whiting is using proceeds
to pay down bank debt.
     
While the debt reduction improves Whiting's credit ratios, S&P
expect the company to increase borrowings throughout the year as
it pursues a more aggressive drilling program.  Still, given the
improved credit ratios and generally favorable near-term outlook
for commodity prices, particularly for crude, more cushion now
exists at the current 'BB-' rating.  Pro forma for the equity
issuance, Denver, Colorado-based Whiting has roughly $850 million
in debt.
      
"The ratings on Whiting reflect its leveraged financial profile,
high lifting costs, mixed operating results, and the high
cyclicality and volatility of the oil and gas exploration and
production sector," said Standard & Poor's credit analyst David
Lundberg.  "Partially offsetting these concerns are the company's
improved scale, good geographic diversity across a number of
onshore basins in the U.S., and significant inventory of drilling
prospects."
     
The outlook on Whiting is stable.  With the recent equity
issuance, Whiting's credit statistics have improved.  The rating
now has more cushion, as the company looks to ramp up its 2007
capital budget and most likely outspend cash flows.  A positive
rating action would depend on satisfactory operating performance
and further deleveraging on a proved developed reserve and cash
flow basis.  A negative rating action could occur if operating
performance suffers or if the company makes a leveraging
acquisition.  Whiting has stated that it may consider forming a
master limited partnership to which it would transfer certain
producing properties.  Such an event, if it occurs, could result
in a rating change, depending on resulting leverage and debt
service coverage measures.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                              Total  
                              Shareholders  Total     Working  
                              Equity        Assets    Capital      
Company               Ticker  ($MM)          ($MM)     ($MM)  
-------               ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         118       (4)
AFC Enterprises         AFCE        (25)         162        4
Alaska Comm Sys         ALSK        (29)         551       19
Alliance Imaging        AIQ          (4)         678       50
Bare Escentuals         BARE       (189)         184       91
Blount International    BLT         (98)         448      135
CableVision System      CVC      (5,349)       9,654     (638)
Calpine Corp            CPNLQ    (7,348)      18,594   (3,055)
Carrols Restaurant      TAST        (24)         453      (28)
Cell Therapeutic        CTIC       (101)          94       24
Centennial Comm         CYCL     (1,090)       1,393       92
Charter Comm            CHTR     (6,345)      15,177   (1,015)
Cheniere Energy         CQP        (168)       2,104      108
Choice Hotels           CHH         (70)         305      (55)
Cincinnati Bell         CBB        (773)       1,951       27
Claymont Stell          PLTE        (50)         150       67
Compass Minerals        CMP         (46)         691      157
Corel Corp.             CRE         (21)         271      (42)
Crown Holdings          CCK        (225)       6,582      310
Crown Media HL          CRWN       (519)         759       64
CV Therapeutics         CVTX        (90)         356      263
Cyberonics              CYBX        (16)         137      (28)
Dayton Superior         DSUP       (106)         312       60
Deluxe Corp             DLX         (40)       1,223     (402)
Denny's Corporation     DENN       (221)         444      (67)
Depomed Inc.            DEPO        (37)          37       16
Domino's Pizza          DPZ        (561)         421       39
Dun & Bradstreet        DNB        (458)       1,392     (238)
Echostar Comm           DISH        (30)       9,066    1,150
Eisntein Noah Re        BAGL       (131)         135       (9)
Embarq Corp             EQ         (331)       8,983     (409)
Emeritus Corp.          ESC        (112)         953      (55)
Empire Resorts I        NYNY        (10)          71       12
Encysive Pharmaceutical ENCY       (122)          87       52
Enzon Pharmaceutical    ENZN        (55)         369      180
Epix Pharmaceutical     EPIX        (51)         112       39
Extendicare Real        EXE-U       (20)       1,316       29
Foamex Intl             FMXI       (272)         579      150
Ford Motor Co           F        (3,447)     281,491   (8,138)
Gencorp Inc.            GY          (65)       1,037       31
General Motors          GM       (3,202)     185,198   (5,059)
Graftech International  GTI         (86)         772      241
Healthsouth Corp.       HLS      (1,602)       3,238     (398)
I2 Technologies         ITWO        (15)         185       32
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,755)       1,508      171
IMAX Corp               IMX         (33)         243       84
Incyte Corp.            INCY       (104)         325      261
Indevus Pharma          IDEV       (144)          76       36
Intermune Inc           ITMN        (55)         249      195
Isolagen Inc            ILE         (48)          49       21
Ista Pharmaceuticals    ISTA        (15)          48       18
Jazz Pharmaceuticals    JAZZ       (195)         201       47
Koppers Holdings        KOP         (70)         671      177
Life Sciences           LSR          (1)         237       25
Lodgenet Entertainment  LNET        (54)         274        8
McMoran Exploration     MMR         (47)         446      (31)
Mediacom Comm           MCCC       (110)       3,620     (269)
National Cinemed        NCMI       (585)         401       43
Neurochem Inc            NRM        (34)          61       20
New River Pharma        NRPH       (110)         152      (19)
Nexstar Broadcasting    NXST        (80)         709       23
NPS Pharm Inc.          NPSP       (213)         180     (219)
ON Semiconductor        ONNN       (138)       1,441      309
Protection One          PONN        (85)         441       (1)
Qwest Communication     Q        (1,534)      20,701   (1,440)
Radnet Inc.             RDNT        (48)         396       31
Ram Energy Resources    RAME         (2)         184       (6)
Regal Entertainment     RGC        (130)       3,085     (131)
Riviera Holdings        RIV         (28)         221       13
RSC Holdings Inc        RRR        (408)       3,281   (3,410)
Rural Cellular          RCCC       (587)       1,362      183
Rural/Metro Corp.       RURL        (93)         298       38
Savvis Inc.             SVVS        (14)         640      145
Sealy Corp.             ZZ         (154)       1,021       61
Senorx Inc              SENO         (4)          16        2
Sipex Corp              SIPX        (12)          53        7
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (178)       3,694      (46)
Stelco Inc              STE         (83)       2,788      656
Sun-Times Media         SVN        (369)         929     (265)
Suncom Wire-CL          SCWH       (433)       1,639      209
TechTarget              TTGT        (66)          94       31
Town Sports Int.        CLUB        (20)         436      (52)
Unisys Corp.            UIS          (5)       3,913      317
Weight Watchers         WTW      (1,053)       1,019      (82)
Western Union           WU         (172)       5,354      972
Westmoreland Coal       WLB        (108)         759      (55)
Worldspace Inc.         WRSP     (1,641)         527       85
WR Grace & Co.          GRA        (467)       3,628      912
XM Satellite            XMSR       (445)        1943      (76)
Xoma Ltd.               XOMA         (6)          70       28

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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