TCR_Public/070615.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, June 15, 2007, Vol. 11, No. 141

                             Headlines

1031 TAX GROUP: Stillwater Bid Proposes to Pay Creditors in Full
ACTUANT CORP: Completes $250 Million Sr. Notes Private Placement
AEGIS ASSET-BACKED: Fitch Cuts Rating on Series 2003-1 Class B1
ALLIANCE ONE: Restating Results for First Three Quarters of 2007
ALTUS DEVELOPMENT: Voluntary Chapter 11 Case Summary

AMAZON.COM: S&P Upgrades Corporate Credit Rating to BB
AMERICAN GREETINGS: Moody's Holds Ba1 Rating on Low Growth Rates
AMERICAN ROCK: Debt Leverage Increase Cues S&P to Cut Ratings
AMERIQUAL GROUP: Moody's Keeps B1 Rating on High Debt Leverage
ART LEATHER: Voluntary Chapter 11 Case Summary

BATESVILLE FUNDING: S&P Holds B+ Rating on $326 Million Bonds
BIOMET INC: LVB Acquisition Commences $11 Billion Tender Offer
BOSTON SCIENTIFIC: Court Bars Motion to Disallow Some Claims
CELERO TECH: Court OKs Alan Budman as Trustee's Special Counsel
CHESAPEAKE ENERGY: Board Affirms Quarterly Dividend due July 16

CITIGROUP MORTGAGE: Fitch Upgrades Rating on 12 Classes
CITY CAPITAL: Terminates $50 Million Lucian Group Credit Agreement
CLECO CORP: Pays $2 Million Energy Commission Civil Penalty
CONSECO/GREEN: Fitch Affirms Junk Ratings on 18 Cert. Classes
CREDIT SUISSE: S&P Junks Rating on $6.7 Million Class S Certs.

DA-LITE SCREEN: Moody's Lifts Corporate Family Rating to B1
DELTA AIR: Amends Credit Card Processing Agreement
DISCOVERY CAPITAL: Intends to Purchase DCMC Management Business
EL PASO: Fitch Rates Proposed $1.275 Billion Notes at BB+
ENERGY PARTNER: Completes Sale of $71.7MM Onshore Louisiana Assets

EZ2 COMPANIES: Inks Pact to Cure $250,000 Cornell Note Default
FINISAR CORP: Audit Committee Completes Initial Stock Grant Review
FINISAR CORP: Reports Preliminary 4th Qtr. and Annual 2007 Results
FORD MOTOR: Forms Alliance w/ GM and Chrysler to Cut Labor Costs
FULHAM ROAD: Fitch Affirms BB+ Rating on EUR15 Million Notes

GCI INC: S&P Puts BB Credit Rating Under Negative Watch
GENERAL MOTORS: Carlyle & Blackstone Are In for Final Bid, FT Says
GENERAL MOTORS: Joins Forces w/ Ford & Chrysler to Cut Labor Costs
GETTY IMAGES: Financial Filing Prompts S&P's Positive Watch
GREENWICH CAPITAL: Fitch Puts Low-B Ratings on Six Classes

HEALTHCARE ACQUISITION: LWBJ LLP Raises Going Concern Doubt
HOMETOWN COMMERCIAL: Fitch Puts Low-B Ratings on Six Cert. Classes
INCO LTD: Steelworkers Reach Tentative Agreement w/ Contractors
INDIANAPOLIS POWER: S&P Rates $165 Million Bonds at BBB-
ING INVESTMENT: S&P Rates $12 Million Class D Notes at BB

INTEGRAL NUCLEAR: Wants Aug. 31 Set as General Claims Bar Date
INTERPOOL INC: Commences Tender Offer for $230MM of 6% Sr. Notes
IOWA TELECOMMS: S&P Holds Ratings & Revises Outlook to Stable
IPSCO INC: Waiting Period on Proposed $7.7 Billion Merger Expires
JFK INTERNATIONAL: Moody's Lifts Rating to Ba1 on $874 Mil. Debt

JORDYN HOLDINGS: Case Summary & 18 Largest Unsecured Creditors
LEHMAN BROTHERS: Moody's Cuts Rating to Ba2 on Class M Certs.
LION GABLES: Moody's Withdraws Ba2 Rating on Credit Facility
LOTHIAN OIL: Case Summary & 30 Largest Unsecured Creditors
MID OCEAN: S&P Places Ratings Under Negative CreditWatch

MODAVOX INC: Epstein Weber Expresses Going Concern Doubt
PAC-WEST: Creditors' Committee Wants Brown Rudnick as Co-Counsel
PERSISTENCE CAPITAL: Trustee Taps Robinson as Special Counsel
PLAINS EXPLORATION: Sells $600 Million of 7-3/4% Senior Notes
PPM AMERICA: Fitch Pares Rating on $68.5 Million Class A-1 Notes

RJO HOLDINGS: Moody's Assigns Corporate Family Rating at B2
SHIFT NETWORKS: Court Extends CCAA Protection to September 7
SHINGLE SPRINGS: Moody's Rates $450 Million Senior Notes at B3
SIRIUS SATELLITE: S&P Lifts Corporate Credit Rating to CCC+
SKILLED HEALTHCARE: Moody's Holds B2 Rating on Good Performance

SOLOMON DWEK: Case Summary & 121 Largest Unsecured Creditors
SOUTHWEST BUSINESS: Case Summary & 19 Largest Unsecured Creditors
STRUCTURED ENHANCED: Fitch Affirms BB Rating on Two Note Classes
SUN-TIMES MEDIA: Eight Directors Re-elected to Board
TECO ENERGY: Power Plant Law Cues S&P to Revise Outlook to Pos.

THERMAL NORTH: Moody's May Lift B1 Sr. Debt Rating After Review
THOMPSON & WALTERS: Booker Wants Case Converted to Liquidation
THOMPSON & WALTERS: Can Use Union Bank et al.'s Cash Collateral
TRIAD HOSPITALS: 97% of Outstanding Senior Notes Tendered
TTM TECHNOLOGIES: Debt Reduction Prompts S&P to Revise Outlook

U.S. DRY: Closes $4 Million of $7.5 Million IPO
UNICO INC: Losses Cue HJ Associates' Going Concern Doubt Opinion
VARIETAL DISTRIBUTION: Provides Update on Tender Offers
VENTURE VIII: S&P Rates $24 Million Class E Notes at BB
VICTORY MEMORIAL: Gets Court Approval to Hire CIT as Consultant

WAMU ASSET-BACKED: Moody's Rates Class B Certificates at (P)Ba1
WOODWIND & BRASSWIND: Section 341(a) Meeting Continued to June 27

* BOOK REVIEW: American Commercial Banking: A History

                             *********

1031 TAX GROUP: Stillwater Bid Proposes to Pay Creditors in Full
----------------------------------------------------------------
The 1031 Tax Group LLC has received an offer from Stillwater
Capital Partners to purchase all of the properties of the
Debtor's affiliates for a price allowing payment in full to
creditors owed $151 million, Bill Rochelle of Bloomberg News
reports.

Full purchase offer for the assets was not disclosed,
the source says.

The Debtors had said that they filed for bankruptcy due liquidity
issues including the actions taken by several financial
institutions in blocking access to their funds.

The Debtors estimated on a balance sheet basis that their assets
exceed their obligations to customers and others.

Prior to the filing, the owner of 1031 Tax Group, Edward H. Okun,
personally signed a guaranty for repayment of notes owed to the
Debtors by entities controlled by him.  Mr. Okun has agreed in
principal to collateralize his personal guarantee with a
collateral package in order to facilitate repayment of creditors'
claims.  The Debtors anticipate that the proposed collateral
package will be agreed to and documented within a short period of
time.

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


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

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

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

                              *     *     *

As reported in the Troubled Company Reporter on June 6,
2007,Standard & Poor's Ratings Services assigned its 'BB-' rating
to Actuant Corp.'s proposed $250 million senior unsecured notes
due2017.  The proceeds from the notes will be principally used to
repay a portion of borrowings under the company's senior credit
facility due 2009.


AEGIS ASSET-BACKED: Fitch Cuts Rating on Series 2003-1 Class B1
---------------------------------------------------------------
Fitch Ratings has affirmed nine and downgraded six (one of which
was also placed on Rating Watch Negative) classes from these Aegis
Asset-Backed Securities:

  Series 2003-1

    -- Class M1 affirmed at 'AA';

    -- Class M2 downgraded to 'BB' from 'BBB+', and placed on
       Rating Watch Negative;

    -- Class B1 downgraded to 'C'/DR4 from 'CC/DR3'.

  Series 2003-3

    -- Class M1 affirmed at 'AA';
    -- Class M3 downgraded to 'BBB' from 'A-';
    -- Class M2 affirmed at 'A';
    -- Class B downgraded to 'B' from 'BBB-'.

  Series 2004-3

    -- Classes A1 and A2-B affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 downgraded to 'BB+' from 'BBB', removed from
       Rating Watch Negative;
    -- Class B3 downgraded to 'BB-' from 'BBB-', removed from
       Rating Watch Negative.

The collateral for the above pools consists of primarily
conventional, first lien, adjustable- and fixed-rate, fully
amortizing and balloon, residential mortgage loans extended to
sub-prime borrowers.

The affirmations affect approximately $227.47 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The downgrades
reflect deterioration in the relationship of CE to future loss
expectations and affect approximately $42 million of outstanding
certificates.

In January 2007, the overcollateralization of series 2003-1 was
completely exhausted and remained at a zero balance until the
April distribution where the OC slightly increased to
approximately $50,000.  As of the May distribution, the OC
slightly decreased to approximately $49,000 and is currently
providing 22 bps of CE of the B1 bond as opposed to the target
amount of 631 bps of CE.

Series 2003-3 recently stepped down to the OC target amount of
approximately $4.5 million in April 2007.  As of the May 2007
distribution the OC amount has already declined below the target
amount by approximately $600,000.

In January 2007, Fitch placed the class B2 and B3 of series 2004-3
on Rating Watch Negative due to deterioration of the OC. At the
time of that action, the trust had experienced several months in
which the OC was below target.  Since that time, losses have
continued to exceed excess spread and the OC amount is
approximately $4 million below the target amount.  The OC is
expected to step down in a few months and Fitch expects losses to
continue to exceed excess spread and for the OC amount to decline
below the new target amount resulting in increased credit risk to
the subordinate classes.

The above series are being serviced by Chase Manhattan Mortgage
Corporation (rated 'RPS1' by Fitch).


ALLIANCE ONE: Restating Results for First Three Quarters of 2007
----------------------------------------------------------------
Alliance One International Inc. is restating the first three
quarters of results for fiscal year 2007 to correct a cumulative
understatement of income tax expense.

For the quarter ended June 30, 2006, the two quarters ended
Sept. 30, 2006, and the three quarters ended Dec. 31, 2006, the
cumulative understatements are $1.5 million, $4 million and
$8.7 million, respectively.  The cumulative understatement during
these unaudited quarters, which management identified, has not
increased the company's total expected cash taxes, and as such
will not have any net effect on liquidity. The company plans to
amend and restate its quarterly reports on Form 10-Q for each of
these periods, and to file its annual report on Form 10-K for
fiscal year 2007 as soon as practicable.

The audit committee of the company's board of directors, upon the
recommendation of the company's management, has concluded that
the previously issued financial statements for the first three
quarters of fiscal year 2007 should no longer be relied upon.
The company is currently evaluating but anticipates that the
errors constitute a material weakness or weaknesses in the
company's internal controls over financial reporting.

Separately, the company is expecting to exceed its previous
underlying earnings guidance of $0.25 to $0.32 per share for the
fiscal year ended March 31, 2007.

                        About Alliance One

Based in Morrisville, North Carolina, Alliance One International
Inc. (NYSE: AOI) -- http://www.aointl.com/-- is a leaf tobacco
merchant.  The company has worldwide operations in Argentina,
Bangladesh, Brazil, Bulgaria, Canada, China, France, Philippines,
Malaysia, and Singapore.

                          *     *     *

Alliance One International Inc. continues to carry Moody's
Investors Service's B2 long-term corporate family rating,
B1 bank loan debt rating, B2 senior unsecured debt rating,
Caa1 subordinated debt rating, and B2 probability-of-default
rating.  The ratings outlook is stable.

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


ALTUS DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Altus Development Corp.
        5130 Baseline Road, Suite 117
        P.O. Box 243
        Laveen, AZ 85339-2900

Bankruptcy Case No.: 07-02719

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

Chapter 11 Petition Date: June 13, 2007

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Keith M. Knowlton, Esq.
                  Keith M. Knowlton, LLC
                  1630 South Stapley, Suite 231
                  Mesa, AZ 85204
                  Tel: (480) 755-1777
                  Fax: (480) 755-8286

Total Assets: $3,600,000

Total Debts:  $3,072,000

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


AMAZON.COM: S&P Upgrades Corporate Credit Rating to BB
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Amazon.com to 'BB' from 'BB-'.  The rating change is
based on the company's continued strong growth, maintenance of its
good market position, and improved credit protection metrics.

The outlook is stable.

"The ratings on Seattle, Washington-based Amazon.com, one of the
world's largest online retailers, reflect the risks of rapid
growth, participation in the mature and highly competitive retail
industry, and continued operating margin deterioration," said
Standard & Poor's credit analyst David Kuntz, "tempered by the
company's market position in online retailing and improving cash
flow protection measures."  We could consider a positive outlook
if Amazon is able to show gains in operating performance with
commensurate improvement in cash flow measures and a further
reduction in debt leverage.


AMERICAN GREETINGS: Moody's Holds Ba1 Rating on Low Growth Rates
----------------------------------------------------------------
Moody's Investors Service affirmed American Greetings
Corporation's Ba1 corporate family rating, but revised its ratings
outlook to stable from negative.

Moody's also affirmed the ratings on the company's senior secured
credit facilities and senior unsecured notes.  The ratings outlook
revision reflects the company's stronger than expected cash flows,
despite significant investments to support its strategic card
initiative and additional scan-based trading rollouts.

As a result, the company's credit metrics exceeded the amounts
Moody's had stipulated in May 2006 as conditions for revising the
outlook to stable (debt to EBITDA below 3.0 times and free
cash flow to debt above 10%).  The outlook revision also reflects
the recent reduction in the delay draw term loan commitment to
$100 from $300 million, which Moody's views as more conservative
financial policy given the facility was put in place, in part, to
support share repurchases.

While no ratings changed as a result of the reduction in the delay
draw term loan commitment, the LGD point estimate on the senior
secured credit facilities was revised to LGD 2, 21% from LGD 2,
28% reflecting the increased proportion of subordinated debt in
the capital structure.  Moody's also revised the point estimate on
the senior unsecured notes to LGD5, 75% from LGD5, 81%.

Ratings Affirmed:

   -- Corporate family rating at Ba1;

   -- Probability-of-default rating at Ba1;

   -- $350 million guaranteed senior secured revolving credit
      facility due 2011 at Baa3 (LGD2, 21%);

   -- $100 million guaranteed senior secured delay draw term
      loan facility due 2013 at Baa3 (LGD2, 21%);

   -- $200 million senior unsecured notes due 2016 at Ba2 (LGD5,
      75%);

   -- $22.7 million senior unsecured notes due 2028 at Ba2
      (LGD5, 75%).

American Greetings' Ba1 corporate family rating is primarily
driven by the significant business risks inherent in the greeting
card industry that is characterized by low or declining growth
rates, weak consumer branding, strong competition, and increased
retailer bargaining power that is driven by consolidation.

In Moody's view, the company's current investment grade-like
credit metrics are not sufficient to offset these business risks.
The rating also considers the company's financial policy (given
its appetite for material share repurchases) which we continue to
view as aggressive.  Notwithstanding these concerns, the rating is
supported by the company's leading and stable market position in
the U.S. greeting card industry with approximately 30% to 35%
market share (and a stronger position with mass merchandisers),
its over 100-year operating history, the predictable demand for
its products, and long-standing relationships with retail
customers.  Additionally, the company's long-term contracts and
scan-based trading systems provide a meaningful barrier to entry.


The stable outlook reflects Moody's expectation that American
Greetings will maintain its solid debt protection measures, and
begin to realize measurable benefits from its strategic card
initiative.  It also anticipates that the company will mostly fund
future share repurchases with internally generated cash flows
while only experiencing moderate declines in revenues, such that
debt to EBITDA remains below 3.0 times, EBITA
interest coverage exceeds 3.5 times, and free cash flow to debt is
sustained in the mid-teen levels.


AMERICAN ROCK: Debt Leverage Increase Cues S&P to Cut Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating, on American Rock Salt Co. LLC to 'B-' from 'B'.

At the same time, S&P affirmed its senior secured rating of 'B-',
the same as the corporate credit rating.  S&P also revised its
recovery rating to '4', indicating average (30%-50%) likelihood of
recovery in a payment default, from '3'.  All ratings were removed
from CreditWatch, where they had been placed with negative
implications on Jan. 10, 2007.  That placement was due to very
thin liquidity and weak operating performance stemming from the
unprecedented mild weather in ARSC's upstate New York operating
area. The outlook is stable.

"The downgrade reflects the significant increase in debt leverage
associated with the company's issuance of $100 million of a
privately placed floating-rate payment-in-kind unsecured term loan
at ARSC's holding company, American Rock Salt Holdings LLC," said
Standard & Poor's credit analyst Anna Alemani.

Pro forma total debt (adjusted for operating leases) to EBITDA for
the 12 months ended March 31, 2007, was a very aggressive 8x.

Mount Morris, New York-based ARSC relies on a single mine to
produce its primary product -- highway deicing salt.  The company
is the leading supplier of road deicing salt in western and
central New York and Pennsylvania, regions consistently affected
by lake-effect snow.

"We could revise the outlook to positive if the company is
successful in materially reducing its debt levels," Ms. Alemani
said.  "However, given the limited free cash flow and the
propensity of management to take excess cash from the business, we
view this as unlikely anytime soon."


AMERIQUAL GROUP: Moody's Keeps B1 Rating on High Debt Leverage
--------------------------------------------------------------
Moody's Investors Service affirmed all ratings of AmeriQual Group,
LLC, Corporate Family Rating of B1, and has lowered the ratings
outlook to Negative.

The ratings continue to reflect AmeriQual's relatively high
leverage resulting from the 2005 leveraged recapitalization of the
company concurrent with the sale of a 50% interest of the company
to Ares Corporate Opportunities Fund, L.P.  The ratings also
reflect the company's small revenue base and customer
concentration (primarily US Government contracts), and effect that
the volatility of demand inherent in AmeriQual's primary lines of
business has on margins and cash flows.  The ratings
positively consider the company's position as a leading supplier
of field rations to the U.S. military, the current strong military
contracting environment for operating requirements, consistent
supplementary income provided by its long-standing commercial
business segment, and the company's adequate liquidity profile.

In fiscal year 2006 and the first quarter of 2007, despite a
steady increase in sales, AmeriQual has experienced a dramatic
drop in profitability owing to an unfavorable shift in its product
mix.  Total military sales rose by $14 million in 2006 versus the
year prior, although this number reflects a large increase ($35
million) in lower-margin Unitized Group Rations -- A sales, while
the high-margin fixed price Meals Ready to Eat sales fell by
$16 million.  The drop in MRE sales is primarily a function of
decreased demand from the company's primary customer, the Defense
Supply Center Philadelphia, which reflects a drop in overall MRE
demand from surge levels experienced in 2005.  Sales of commercial
products also contributed to top line growth ($30 million), but
this segment also represents lower-margin business.  As a result
of the growth in lower-margin business concurrent with decreased
requirements for cornerstone MRE shipments, margins fell
dramatically.  Gross margins, which averaged 21% in FY 2004-2005,
fell to 15% in fiscal year 2006, and to 10% in first quarter 2007.
Operating margins fell similarly: from an average of 16% in FY
2004-2005 to 11% in FY 2006 (6% in first quarter 2007).

The negative rating outlook reflects Moody's concerns that
AmeriQual's near term operating results will not improve
materially from results reported in fourth quarter 2006 and first
quarter 2007.  Moody's expects that the company will
experience modest growth in its sales base through 2007 and 2008,
as the company increases sales of lower margin non-MRE military
and commercial products.  However, it is anticipated that
operating margins will not exceed 8% over this period, which is
well below the historical levels on which the current B1 CFR is
predicated.  As a result, the company is expected to generate
thin, or possibly negative free cash flows through FY
2007, which implies that the company may need to increase short
term borrowings under its credit facility to cover cash
shortfalls.  Under this scenario, interest coverage and retained
cash flow metrics would decline substantially below historical
levels.

A downward revision in the ratings would likely occur if the
company's margins continue to deteriorate through 2007, with
operating margin remaining below 7% for the year, resulting in
EBIT/Interest coverage of below 1.5 times, and retained cash flow
of less than 5% of total debt. A downgrade could also be prompted
by sustained negative free cash flows over the next 6-12 months.
Moody's would find it particularly concerning if a distribution to
shareholders would result in negative free cash flow or additional
borrowing under the company's revolving credit facility.  In
addition, ratings could be lowered due to a large increase in debt
for any reason, an acquisition in particular, or a materially
adverse development in the company's business operations that
would result in a strain on the company's liquidity.

The outlook could be stabilized if the company's operating margins
were to exceed 8% over a prolonged period, particularly if this
could be achieved without an increase in MRE deliveries. Achieving
higher margins through the company's less volatile product base
would be a positive to ratings and the outlook. Credit metrics
would have to be restored to the following levels for the ratings
to stabilize: Debt/EBITDA of less than 4.0 times; retained cash
flow of greater than 10% of total debt; and
EBIT/Interest of greater than 1.8 times.

These ratings have been affirmed/revised:

   -- Senior secured notes, at B2 (LGD4, 63%);
   -- Corporate Family Rating at B1;
   -- Probability of Default Rating at B1;
   -- Speculative Grade Liquidity Rating of SGL-3.

AmeriQual Group, LLC, headquartered in Evansville, Indiana, is a
supplier of individual and group field rations to the U.S.
Department of Defense.  The company is also a provider of thermal
processing of flexible retort packaging products for major
commercial food marketing and distributions companies.


ART LEATHER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Art Leather Manufacturing Co., Inc.
        c/o Davidoff Malito & Hut
        605 Third Avenue
        New York, NY 10158

Bankruptcy Case No.: 07-11833

Type of Business: The Debtor manufactures photo albums and folios.
                  See http://www.artleather.com/

Chapter 11 Petition Date: June 13, 2007

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 586-4050
                  Fax: (212) 956-2164

Total Assets:  $3,182,405

Total Debts:  $11,830,078

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


BATESVILLE FUNDING: S&P Holds B+ Rating on $326 Million Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on LSP
Batesville Funding Corp.'s $150 million senior secured bonds due
2014 and $176 million senior secured bonds due 2025.

The rating action follows a periodic review of the project.

The rating reflects the project's credit risk, given the
purchased-power agreement with South Mississippi Electric Power
Association (SMEPA; not rated) and J. Aron & Co., a unit of The
Goldman Sachs Group Inc.

The project, a special-purpose entity, is an indirect, wholly
owned subsidiary of LSP Energy L.P., which was formed to develop,
design, build, finance, own, operate, and maintain an 837 MW,
natural-gas-fired, combined-cycle plant in Batesville,
Mississippi.

LSP Batesville Funding was established to coissue the bonds with
LSP Energy.

"The stable outlook reflects the predictability of contracted
revenues over the next eight years," said Standard & Poor's credit
analyst Justin Martin.


BIOMET INC: LVB Acquisition Commences $11 Billion Tender Offer
--------------------------------------------------------------
LVB Acquisition, LLC and LVB Acquisition Merger Sub, Inc. have
commenced a tender offer to acquire all of the outstanding common
shares of Biomet, Inc. for $46.00 per share in cash, or an equity
value of $11.4 billion.

LVB Acquisition, LLC and LVB Acquisition Merger Sub, Inc. are
indirectly owned by investment partnerships directly or indirectly
advised or managed by The Blackstone Group, Goldman, Sachs & Co.,
Kohlberg Kravis Roberts & Co. and TPG.

Following completion of the tender offer, LVB Acquisition, LLC
will complete a second-step merger in which any remaining common
shares of Biomet will be converted into the right to receive the
same per share price paid in the offer.

The $46.00 per share offer price represents a premium of 32.3%
over the closing price of Biomet's common stock on April 3, 2006,
the trading day prior to public speculation that the company was
exploring strategic alternatives.

LVB Acquisition, LLC will file with the Securities and Exchange
Commission a tender offer statement on Schedule TO setting forth
in detail the terms of the offer.  Biomet today will file with the
Commission a solicitation/recommendation statement on Schedule
14D-9 setting forth in detail, among other things, the
recommendation of Biomet's board of directors that Biomet
shareholders tender their shares into the offer.

The offer is conditioned upon, among other things, there being
validly tendered and not withdrawn before the expiration of the
offer that number of Biomet common shares which, when added to any
shares already owned by LVB Acquisition, LLC and its subsidiaries,
represents at least 75% of the outstanding shares.  LVB
Acquisition, LLC may revise the condition regarding minimum
acceptance of the offer to decrease the minimum acceptance
threshold to a number that, together with shares whose holders
have agreed to vote to approve the second-step merger, represents
at least 75% of the Biomet common shares.

The offer and withdrawal rights will expire at midnight, New York
City time, on Wednesday, July 11, 2007, unless the offer is
extended.

The dealer managers for the offer are Banc of America Securities
LLC and Goldman, Sachs & Co., and the information agent for the
offer is Innisfree M&A Incorporated.

                        About Biomet Inc.

Based in Warsaw, Indiana, Biomet Inc. (NASDAQ: BMET) and its
subsidiaries design, manufacture, and market products used
primarily by musculoskeletal medical specialists in both surgical
and non-surgical therapy.
Biomet and its subsidiaries currently distribute products in more
than 100 countries.

                         *     *     *

As reported in the Troubled Company Reporter on June 11, 2007,
Moody's Investors Service placed all of the provisional ratings of
Biomet, Inc. under review for possible downgrade following the
announcement that a private equity consortium has increased the
price of its offer to purchase the company to $11.4 billion from
about $10.9 billion.  Moody's placed under review for possible
downgrade the company's corporate family rating at (P)B2.


BOSTON SCIENTIFIC: Court Bars Motion to Disallow Some Claims
------------------------------------------------------------
Boston Scientific Corp.'s motions to dismiss some product-
liability claims against the company over implantable
heart defibrillators has been rejected by a federal court
judge, Reuters said on its Web site Wednesday.

In his decision, the federal judge opined that Guidant Corp.,
which Boston Scientific bought last year, continued to sell
heart rhythm-management devices after learning of possible
defects, Reuters says.

"We are fully prepared to take the bellwether cases to trial
and remain confident that when juries look into the
individual facts, they will side with us," a Boston Scientific
spokesman was cited by Reuters as saying.

Based in Natick, Massachusetts, Boston Scientific Corporation,
(NYSE: BSX) -- http://www.bostonscientific.com/-- develops,
manufactures and markets medical devices, specializing in a broad
range of interventional and cardiac rhythm management devices.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's placed Boston Scientific Corporation's ratings including
its (P) Ba1 subordinated shelf and (P) Ba2 preferred stock ratings
under review for possible downgrade.  The rating action reflects
Moody's expectation that, absent any material debt reduction,
financial strength measures over the near term will be below those
identified for an investment grade company under Moody's Global
Medical Products & Device Industry Rating Methodology.


CELERO TECH: Court OKs Alan Budman as Trustee's Special Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Pennsylvania gave Terry P. Dershaw, Esq., the Chapter 7 Trustee of
appointed in Celero Technologies Inc's liquidation proceeding ,
permission to employ Alan D. Budman, Esq., as his special counsel.

Mr. Budman is expected to prepare on behalf of the Trustee the
necessary applications, answers, orders and other legal papers in
connection with preference claims in which a conflict exits with
previously appointed counsel.

Document filed with Court did not disclose Mr. Budman's billing
rate.

Mr. Budman assures the Court that he does not hold any interest
adverse to the Debtor's estate and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Mr. Budman can be reached at:

     Alan D. Budman, Esq.
     150 Old York Road, 2nd Floor
     Abington, PA 19001-3712
     Tel: (215) 884-1600
     Fax: (215) 886-8887

Based in Philadelphia, Pennsylvania, Celero Technologies,
Inc., filed for chapter 11 protection on August 22, 2005 (Bankr.
E.D. Pa. Case No. 05-31273).  Amy E. Vulpio, Esq., Michelle A.
Schultz, Esq., and Robert A. Kargen, Esq., at White and Williams
LLP represent the Debtor.  When the company filed for protection
from its creditors, it listed $500,000 to $1 million in assets and
$10 million to $50 million in liabilities.  The Court converted
the chapter 11 case to a chapter 7 liquidation proceeding on
February 22, 2006.  The Court appointed Terry P. Dershaw, Esq.,
as Chapter 7 trustee.  Edward J. Didonato, Esq., at Fox
Rothschild LLP, represents the Chapter 7 trustee.


CHESAPEAKE ENERGY: Board Affirms Quarterly Dividend due July 16
---------------------------------------------------------------
Chesapeake Energy Corporation board of directors has declared a
$0.0675 per share quarterly dividend that will be paid on July 16,
2007, to common shareholders of record on July 2, 2007.

Chesapeake has approximately 461 million common shares
outstanding.  In addition, Chesapeake's board has declared
dividends on its outstanding convertible preferred stock issues:

   -- 4.125% (Cusip No. 165167875) issued on March 30, 2004,
      payment will be on Sept. 17, 2007, for holders as of
      Sept. 4, 2007;

   -- 5% (Cusip No. 165167859) issued on April 19, 2007,
      payment will be on July 16, 2007, for holders as of
      July 2, 2007;

   -- 4.5% (Cusip No.165167842) issued on Sept. 14, 2005, payment
      will be on Sept. 17, 2007, for holders as of Sept. 4, 2007;

   -- 5% (Cusip NO. 165167826) issued on Nov. 8, 2007, payment
      will be on Aug. 15, 2007, for holders as of Aug. 1, 2007;

   -- 6.25% (Cusip No. 165167818) issued on June 30, 2006, payment
      will be on Sept. 17, 2007, for holders as of Sept. 4, 2007.

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Barnett Shale, Fayetteville Shale, Permian
Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex
and Appalachian Basin regions of the U.S.
                           *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's Investors Service assigned a Ba2 rating to Chesapeake
Energy's pending $1 billion of 30-year contingent convertible
senior notes and affirmed its existing Ba2 corporate family, Ba2
probability of default, Ba2 senior unsecured note rate, SGL-2
speculative grade liquidity, and Baa3 secured hedging facility
ratings.  Net note proceeds would retire a like amount of CHK's
roughly $1.6 billion of existing secured bank debt.  The Ba2 note
rating is assigned under Moody's Loss Given Default notching
methodology. The rating outlook is stable.


CITIGROUP MORTGAGE: Fitch Upgrades Rating on 12 Classes
-------------------------------------------------------
Fitch Ratings affirms 124, upgrades 12 and places 2 RMBS classes
on Rating Watch Negative from these Citigroup Mortgage Loan Trust
Issues:

  Series CHELT 2003-HE1

     -- Class A affirmed at 'AAA';
     -- Class M2 upgraded to 'AA-' from 'A';
     -- Class M1 upgraded to 'AA+' from 'AA';
     -- Class M4 upgraded to 'BBB+' from 'BBB';
     -- Class M3 upgraded to 'A' from 'A-';
     -- Class M5 upgraded to 'BBB' from 'BBB-'.

  Series 2003-HE2

     -- Class M1 upgraded to 'AAA' from 'AA+';
     -- Class M2 upgraded to 'AA-' from 'A+';
     -- Class M4 upgraded to 'A+' from 'A-';
     -- Class M3 upgraded to 'AA-' from 'A+';
     -- Class M5 upgraded to 'A' from 'BBB+';
     -- Class M6 upgraded to 'BBB+' from 'BBB';
     -- Class M7 upgraded to 'BBB' from 'BB+'.

  Series 2004-OPT1

     -- Class A affirmed at 'AAA';
     -- Class M1 affirmed at 'AAA';
     -- Class M2 affirmed at 'AAA';
     -- Class M3 affirmed at 'AA+';
     -- Class M5 affirmed at 'AA';
     -- Class M4 affirmed at 'AA+';
     -- Class M6 affirmed at 'AA-';
     -- Class M7 affirmed at 'A+';
     -- Class M9 affirmed at 'A-';
     -- Class M8 affirmed at 'A';
     -- Class M11 affirmed at 'BBB+';
     -- Class M10 affirmed at 'BBB+';
     -- Class M13 affirmed at 'BBB-'.
     -- Class M12 affirmed at 'BBB';

  Series 2005-CB4

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

  Series 2005-CB8

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

  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 'AA-';
     -- Class M-6 affirmed at 'A';
     -- Class M-5 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-';
     -- Class M-11 affirmed at 'BB+';
     -- Class M-12 affirmed at 'BB'.

  Series 2005-HE4

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-3 affirmed at 'AA';
     -- Class M-2 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-11 affirmed at 'BB+';
     -- Class M-10 affirmed at 'BBB-';
     -- Class M-12 rated 'BB' is placed on Rating Watch
        Negative.

  Series 2005-OPT3

     -- Class M1 affirmed at 'AA+';
     -- Class A affirmed at 'AAA';
     -- Class M3 affirmed at 'AA';
     -- Class M2 affirmed at 'AA';
     -- Class M4 affirmed at 'A+';
     -- 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+'.

  Series 2005-OPT4

     -- 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 'AA-';
     -- Class M-5 affirmed at 'A+';
     -- Class M-7 affirmed at 'A-';
     -- Class M-6 affirmed at 'A';
     -- Class M-8 affirmed at 'BBB+';
     -- Class M-9 affirmed at 'BBB';
     -- Class M-10 affirmed at 'BBB';
     -- Class M-11 affirmed at 'BBB-';
     -- Class M-12 affirmed at 'BB+';
     -- Class M-13 rated 'BB' is placed on Rating Watch
        Negative.

  Series 2006-HE1

     -- 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 '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 'BB+';
     -- Class M-11 affirmed at 'BB'.

  Series 2006-WMC1

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

  Series 2006-CB3

     -- 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 B-2 affirmed at 'BBB'.
     -- Class B-1 affirmed at 'BBB+';

The pools are seasoned between 14 (2006-HE1) and 49 (2003-HE1). As
of the May 2007 remittance report, the transactions have pool
factors (current collateral balance as a percentage of the initial
balance) ranging from 11% (2003-HE1) to 70% (2006-CB3). The 60+
delinquencies range from 7.26% (2003-HE2) to 18.77% (2004-OPT1).

The affirmations, affecting approximately $4.874 billion in
outstanding certificates, reflect adequate levels of credit
enhancement relative to expected losses.

The upgrades, affecting $41.017 million in outstanding
certificates, reflect an improved relationship between CE and
expected losses, and are due to delinquencies and losses that are
much lower than initially expected.  The two transactions affected
by these actions have a large concentration of loans originated in
2003 for properties in California, which have generally performed
above expectations.

The negative actions, affecting $21.736 million in outstanding
certificates, are a result of increased pressure on the CE
available to offset losses.  The delinquency levels in the two
transactions affected by these actions are very high relative to
the seasoning of the loans, with a significant portion coming from
loans in foreclosure.  The high portion of the pool in the
delinquency pipeline leads Fitch to believe that there is
significant negative pressure on the subordinate bonds in the
transaction.  Fitch will continue to closely monitor these
transactions, and if delinquencies continue to increase and losses
begin eroding the available enhancement to the bonds, further
actions may be necessary.


CITY CAPITAL: Terminates $50 Million Lucian Group Credit Agreement
------------------------------------------------------------------
City Capital Corporation terminated a credit facility agreement it
had with The Lucian Group since October 2006, effective June 12,
2007.

"Our $50,000,000 funding agreement with Lucian was the right thing
at the right time for City Capital," said Ephren W. Taylor II,
chairman & chief executive officer.  "However, it no longer serves
our needs as well as it did originally.  Lucian has performed well
for us and we are currently exploring other funding options with
them that will be more beneficial to our company's growth, along
with proposals from several other interested funding
organizations."

The Rochester, New York-based Lucian Group Inc. is a financial
services firm engaged in individual and institutional portfolio
management, and estate planning.

                        About City Capital

Headquartered in Franklin, Tennessee, City Capital Corp. (OTCBB:
CCCN) -- http://citycapcorp.com/-- prior to its election to be a
Business Development Corporation, specialized in the sale and
distribution of artificial turf.  Those business activities were
conducted in the company's subsidiary, Perfect Turf Inc.  Perfect
Turf was sold on March 29, 2007.  Currently, the company's
business is the acquisition of undervalued real assets for
redevelopment and oil and gas leases for improvement in
production.

City Capital Corporation reported a net investment loss of
$896,975 for the year ended Dec. 31, 2006, compared with a net
investment income of $420,955 for the year ended Dec. 31, 2005.

                        Going Concern Doubt

De Joya, Griffith & Company LLC, in Henderson, Nev., expressed
substantial doubt about City Capital Corporation's ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
negative cash flows.


CLECO CORP: Pays $2 Million Energy Commission Civil Penalty
-----------------------------------------------------------
Cleco Corp. has reached an agreement with the Federal Energy
Regulatory Commission over its investigation of the company's
compliance with provisions put in place for Cleco in 2003.

Cleco will pay a civil penalty of $2 million and will adhere to a
one-year compliance plan.

"Cleco customers will not pay any of these costs," Michael
Madison, Cleco president and CEO said.

"This agreement puts to rest the company's last outstanding issues
with FERC.  The allegations surround actions that largely involved
the company's organizational structure and are technical in
nature.  FERC clearly finds in the agreement that neither its
customers nor the power markets were affected," Madison said.

"We've hired a new chief compliance officer with extensive
experience in the energy industry," Madison said.  "This officer
will oversee updated training for designated employees to help
ensure the company doesn't have these types of issues in the
future."

In addition to internal safeguards, Cleco is working with industry
partners to clarify further the rules currently imposed on the
industry.  "The rules have been unclear and continuously evolving.
We're working through the Edison Electric Institute to hopefully
clarify regulatory codes for all energy companies," Madison said.

The financial impact has been fully accrued as of the end of the
first quarter.

                         About Cleco Corp.

Headquartered in Pineville, Louisiana, Cleco Corp. (NYSE:CNL) --
http://www.cleco.com/-- is a regional energy services holding
company that conducts substantially all of its business operations
through its two principal operating business segments, Cleco Power
LLC and Cleco Midstream Resources LLC.

Cleco Power is an integrated electric utility services subsidiary
which also engages in energy management activities.  Cleco
Midstream is a merchant energy subsidiary that owns and operates a
merchant generation station, invests in a joint venture that owns
and operates a merchant generation station, and owns and operates
transmission interconnection facilities.

                          *     *     *

As of May 24, 2007, Cleco Corp. carries a Ba2 Preferred Stock
rating which Moody's Investors Service assigned to the company in
March 2003.


CONSECO/GREEN: Fitch Affirms Junk Ratings on 18 Cert. Classes
-------------------------------------------------------------
Fitch Ratings has taken rating action on these Conseco/Green Tree
Finance Home Equity and Home Improvement transactions:

  Green Tree Home Improvement 1996-C

    -- Class HI B-2 affirmed at 'CCC/DR1'.

  Green Tree Home Equity 1996-C

    -- Class HE B-1 affirmed at 'AA-';
    -- Class HE B-2 affirmed at 'C/DR2'.

  Green Tree Home Improvement 1996-D

    -- Class HI B-2 affirmed at 'CCC/DR1'.

  Green Tree Home Equity 1996-D

    -- Class HE B-1 affirmed at 'A+';
    -- Class HE B-2 affirmed at 'CCC/DR1'.

  Green Tree Home Improvement 1996-F

    -- Class HI B-2 affirmed at 'CCC/DR2'.

  Green Tree Home Equity 1996-F

    -- Class HE B-1 affirmed at 'AA';
    -- Class HE B-2 affirmed at 'CCC/DR1'.

  Green Tree Home Equity 1997-B

    -- Class B-1 affirmed at 'AA-';
    -- Class B-2 affirmed at 'CCC/DR1'.

  Green Tree Home Improvement 1997-C

    -- Class HI B-2 affirmed at 'CCC/DR1'.

  Green Tree Home Equity 1997-C

    -- Class HEB1 affirmed at 'AA-';
    -- Class HEB2 affirmed at 'CCC/DR1'.

  Green Tree Home Improvement 1997-D

    -- Class HI B-2 affirmed at 'CCC/DR1'.

  Green Tree Home Equity 1997-D

    -- Class HE B-1 affirmed at 'A+';
    -- Class HE B-2 affirmed at 'CCC/DR1'.

  Green Tree Home Improvement 1997-E

    -- Class HI B-2 affirmed at 'CCC/DR1'.

  Green Tree Home Equity 1997-E

    -- Class HE B-1 affirmed at 'A';
    -- Class HE B-2 affirmed at 'CC/DR2'.

  Green Tree Home Improvement 1998-B

    -- Class HI B-1 affirmed at 'AA-';
    -- Class HI B-2 affirmed at 'CCC/DR1'.

  Green Tree Home Equity 1998-B

    -- Class HE B-1 affirmed at 'AA-';
    -- Class HE B-2 affirmed at 'CC' and revised Distressed
       Recovery rating to 'DR2' from 'DR1'.

  Green Tree Home Equity 1998-C

    -- Class B-1 affirmed at 'AA-';
    -- Class B-2 affirmed at 'CC/DR2'.

  Conseco Home Improvement 2000-E

    -- Class A-5 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA-';
    -- Class M-2 affirmed at 'BBB-';
    -- Class B-1 affirmed at 'BB';
    -- Class B-2 affirmed at 'CC/DR3'.

  Conseco Home Equity 2001-B Group 1

    -- Classes I-A-1A & I-A-5 affirmed at 'AAA';
    -- Class I-M-1 affirmed at 'AA-';
    -- Class I-M-2 affirmed at 'A+';
    -- Class I-B-1 affirmed at 'BB+'.

  Conseco Home Equity 2001-B Group 2

    -- Class II-B-1 upgraded to 'AA' from 'AA-'.

  Conseco Home Equity 2001-B B2

    -- Class B-2 affirmed at 'B+'.

  Conseco Home Equity 2001-D

    -- Class A-5 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'BBB';
    -- Class B-1 affirmed at 'B';
    -- Class B-2 downgraded to 'C/DR5' from 'CC/DR3'.

  Conseco Home Equity 2002-B

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

The affirmations, affecting approximately $311 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The upgrades, affecting
approximately $2.9 million of the outstanding certificates, are
taken as a result of an improving relationship between CE and
expected loss.  The downgrades, affecting approximately $9.2
million of the outstanding certificates, are taken as a result of
a deteriorating relationship between CE and expected loss.

The rating actions incorporate Fitch's analysis regarding loan
modification practices used by Green Tree Servicing on the
Conseco/Green Tree HE and HI portfolios.  For borrowers who have
met certain criteria, the modifications primarily involve
deferring delinquent payments until the end of the loan term and
changing the borrower's payment status from delinquent to current.

While Fitch believes modifications can provide the benefit of
maintaining cash flow on a low-recovery asset and can potentially
reduce cumulative losses to the trust, Fitch assumes the loan
modifications affect the timing of losses by generally allowing
for weaker borrowers to remain in the loan pool longer and for a
greater percentage of defaults to be incurred later in
the pool's life than would have been incurred otherwise. As a
result, Fitch amended the projected default curve to account for
the impact of the modifications to the timing of losses.

The projected loss that Fitch expects on the remaining collateral
balances range from 6.0% to 20.8% for the HE portfolio and 5.3% to
17.6% for the HI portfolio.  When added to cumulative losses to
date, which range between 4.7% (Green Tree 1998-B) and 10.3%
(Conseco 2001-B Group 2) for the HE portfolio and 3.6% (Green Tree
1997-C) and 8.9% (Green Tree 1998-B) for the HI portfolio, the
overall losses that Fitch expects, as a percentage of the original
collateral balances, generally range from 5.1% to 12.5% for the HE
portfolio and 3.7% to 9.4% for the HI portfolio.

The collateral of the above transactions consists of fixed- and
adjustable-rate, closed-end mortgage loans secured by first or
second liens on one- to four-family residential properties.  The
loans were originated by Green Tree Financial Corp. or Conseco
Finance Corp. Conseco 2001-B B2 is a resecuritization of the B-2
class from Conseco 2001-B with the additional benefit of a reserve
fund.  The reserve fund was depleted in July 2004.  All of the
above transactions are serviced by GreenTree Servicing, which is
rated 'RPS3+' by Fitch.

The pool factors (i.e., current mortgage loans outstanding as a
percentage of the initial pool) of the above transactions range
from 1% (Green Tree 1996-C) to 13% (Conseco 2002-B).  In addition,
the seasoning of the above transactions ranges from 61 months
(Conseco 2002-B) to 131 months (Green Tree 1996-C).


CREDIT SUISSE: S&P Junks Rating on $6.7 Million Class S Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse Commercial Mortgage Trust Series 2007-
C3's $2.7 billion commercial mortgage pass-through certificates
series 2007-C3.

The preliminary ratings are based on information as of June 13,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.

Class A-1, A-2, A-3, A-AB, A-4, A-1-A, A-M, A-J, B, C, and A-SP
are currently being offered publicly. Standard & Poor's analysis
determined that, on a weighted average basis, the collateral pool
has a debt service coverage of 1.24x, a beginning LTV of 115.4%,
and an ending LTV of 111.0%.

                    Preliminary Ratings Assigned

       Credit Suisse Commercial Mortgage Trust Series 2007-C3

                                               Recommended
   Class       Rating         Amount         credit support(%)
   -----       ------         ------         -----------------
   A-1         AAA          $25,000,000            30.00
   A-2         AAA         $392,000,000            30.00
   A-3         AAA          $48,588,000            30.00
   A-AB        AAA          $61,628,000            30.00
   A-4         AAA         $643,000,000            30.00
   A-1-A       AAA         $709,137,000            30.00
   A-M         AAA         $268,479,000            20.00
   A-J         AAA         $201,359,000            12.50
   B           AA+          $16,780,000            11.88
   C           AA           $40,272,000            10.38
   A-SP        AAA             N/A                  N/A
   D           AA-          $26,847,000             9.38
   E           A+           $20,136,000             8.63
   F           A            $23,492,000             7.75
   G           A-           $30,204,000             6.63
   H           BBB+         $33,560,000             5.38
   J           BBB          $30,204,000             4.25
   K           BBB-         $30,204,000             3.13
   L           BB+          $10,068,000             2.75
   M           BB            $6,712,000             2.50
   N           BB-          $10,068,000             2.13
   O           B+            $6,712,000             1.88
   P           B             $6,712,000             1.63
   Q           B-           $10,068,000             1.25
   S           CCC           $6,712,000             1.00
   T           NR           $26,848,000             N/A
   A-X*        AAA       $2,684,790,000             N/A

            * Interest-only class with a notional amount.
                    N/A -- Not applicable.
                        NR -- Not rated.


DA-LITE SCREEN: Moody's Lifts Corporate Family Rating to B1
-----------------------------------------------------------
Moody's Investors Service upgraded Da-Lite's Screen Company,
Inc.'s Corporate Family, Probability of Default and senior
unsecured notes ratings from B2 to B1 and affirmed the company's
Speculative Grade Liquidity rating of SGL-2.  The outlook is
stable.

The ratings upgrade was based on Da-Lite's continued stability in
revenues and operating margins, its history of generating free
cash flow after paying dividends and its success in reducing
leverage from 3.1x debt/EBITDA in fiscal 2004, at which time the
company had incurred incremental debt to finance a major dividend
to its shareholders, to 2.7x at fiscal year end 2006.

The B1 corporate family rating is supported by Da-Lite's
well-recognized brand name and leading market share in the
projection screen industry that help drive its double-digit
operating margins, and by financial metrics that are strong for
the current rating category.  At the same time, Da-Lite's ratings
are constrained by its lack of scale, narrow product line and
increased competition from low cost screen manufacturers, both in
the U.S. and China, which could cause erosion to its market share
or pressure operating margins.

The stable rating outlook reflects Moody's expectation that the
company will continue to generate strong free cash flow after
dividends and maintain conservative financial policies, with its
financial metrics remaining at appropriate levels for the B1
rating category.

These ratings/assessments were upgraded:

   -- Corporate Family Rating to B1 from B2;
   -- Probability of Default Rating to B1 from B2;
   -- Senior Unsecured Notes to B1 (LGD-4, 51%) from B2 (LGD-4,
      52%).

This rating was affirmed:

   -- Speculative Grade Liquidity rating at SGL-2

Da-Lite Screen Company, Inc., headquartered in Warsaw, Indiana, is
a major manufacturer of projection screens which are distributed
worldwide.  Revenues were approximately $170 million for the year
ended December 2006.


DELTA AIR: Amends Credit Card Processing Agreement
--------------------------------------------------
Delta Air Lines has amended its Visa/MasterCard processing
agreement to eliminate the $1.1 billion holdback previously
required.

This holdback consisted of an $800 million cash reserve and a
related $300 million letter of credit.  Pursuant to the amendment,
the entire amount of the cash reserve was returned to Delta and
the letter of credit was terminated.  No future holdback or cash
reserve is required except in limited circumstances.

As a result of these changes, Delta expects to end the quarter
with $4.2 billion in liquidity, including a fully available,
$1 billion revolving line of credit.

"This new agreement reflects the strong confidence of the
financial markets in our ability to deliver on our plan's
commitments," said Edward H. Bastian, Delta's executive vice
president and chief financial officer.

The company also updated its June 2007 quarter guidance today,
stating that it expects to achieve operating margins of 11 percent
to 12 percent(a).  The company affirmed its previous capacity
guidance issued in April 2007, which showed consolidated domestic
capacity reductions of 4 percent to 6 percent, with an associated
increase in international capacity of 14 percent to 16 percent,
compared to the June 2006 quarter.

"Our plan remains on track, with our restructuring driving
improvements to both unit revenues and unit costs," Bastian
continued.  "In this highly competitive industry, Delta is
uniquely positioned in its ability to reallocate existing assets
to right-size the domestic network and focus on international
growth opportunities."

Delta also filed today a Form 8-K with the Securities and Exchange
Commission that provides additional information about the
amendment to the credit card processing agreement and the June
2007 quarter guidance.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 2007, the Court confirmed the Debtors' plan.

                         *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services raised its ratings on Delta Air
Lines Inc. (B/Stable/--), including raising the corporate credit
rating to 'B', with a stable outlook, from 'D', following the
airline's emergence from Chapter 11 bankruptcy proceedings.


DISCOVERY CAPITAL: Intends to Purchase DCMC Management Business
---------------------------------------------------------------
The directors of Discovery Capital Corporation has entered into a
letter of intent with the current company management team lead by
John McEwen, Harry Jaako and Charles Cook for the purchase of
Discovery Capital Management Corp., the company's management
subsidiary and manager of British Columbia Discovery Fund (VCC)
Inc.

The management purchase of DCMC is a component of the plan of
liquidation announced by the company on May 18, 2007, involving
the distribution of its net assets pro-rata to Discovery Capital
shareholders, the delisting of its common shares from the TSX
Venture Exchange and thereafter the voluntary dissolution of
Discovery Capital.  The purchase price for DCMC is $500,000 cash,
payable as to $250,000 on closing and $250,000 on the first
anniversary of closing, plus 30% of all performance bonuses that
may be earned by DCMC within five years of closing.

The transaction with management was considered and negotiated by a
special committee of independent directors of Discovery Capital,
consisting of Randy Garg, Jim Fletcher and Scot Martin, who were
advised by independent legal counsel, Farris, Vaughan, Wills &
Murphy, LLP.  In the negotiation of this offer, the Special
Committee considered, among other things, the severance
obligations payable by DCMC upon a change of control of DCMC, and
the risks relating to approvals required to be obtained by a
purchaser of DCMC.

The proposed Management Purchase is subject to regulatory and
shareholder approvals, including the approval by a majority of
disinterested shareholders, and completion of definitive
documentation.  The letter agreement also includes a non-
solicitation covenant on behalf of Discovery Capital, subject to
usual "fiduciary out" provisions which entitle Discovery Capital,
through its Special Committee, to consider, and Discovery Capital
to accept, an unsolicited superior proposal, subject to the
management group's right to match such superior proposal.  The
Special Committee has, following careful and extensive
deliberation and negotiation with management, determined to
recommend to Discovery Capital's disinterested shareholders that
they approve the Management Purchase.

A record date and meeting date for an annual and special meeting
of the shareholders of Discovery Capital to consider the plan of
liquidation will be announced in due course, and all particulars
of the plan of liquidation will be disclosed in an information
circular, which is expected to be sent to shareholders of the
company in July, 2007.  The meeting of the Discovery Capital
shareholders to approve the liquidation and the Management
Purchase is expected to take place in early September 2007.

With respect to British Columbia Discovery Fund (VCC) Inc., the
proposed Management Purchase means that the management group
currently involved in the day-to-day investment management of the
Fund continues in place.  The operations and investment portfolio
of BC Discovery Fund are distinct and separate from those of
Discovery Capital and will not in any way be affected as a result
of the proposed liquidation of Discovery Capital.

                    About Discovery Capital

Discovery Capital Corporation (TSX VENTURE:DVY.Y) --
http://www.discoverycapital.com/-- is a venture fund manager
through its wholly owned subsidiary, Discovery Capital Management
Corp., and venture capital investor, specializing in information
technology, communications, health and life sciences, and other
advanced technologies.  The company has proven expertise in
strategic planning, management development, innovative financing
strategies, corporate governance and positioning for liquidity.
Discovery Capital Management Corp. is the manager of British
Columbia Discovery Fund (VCC) Inc., a British Columbia venture
capital fund that has raised over $42.5 million to date and has
investment interests in twelve developing technology companies.


EL PASO: Fitch Rates Proposed $1.275 Billion Notes at BB+
---------------------------------------------------------
Fitch Ratings has affirmed the ratings of El Paso Corporation and
its core pipeline subsidiaries, and assigned a senior unsecured
rating of 'BB+' to the company's proposed offering of
$1.275 billion of senior unsecured notes due in 2014 and 2017.

Proceeds from the note offering will be used to refinance the
$1.2 billion of 7-3/4% senior unsecured notes at the company's
wholly owned upstream subsidiary, El Paso Exploration & Production
Company.  El Paso announced a cash tender offer and consent
solicitation for EEPC's notes on May 29, 2007.  Fitch has also
upgraded EEPC's ratings, which are now the same as the parent
company's ratings.  The Rating Outlook for all ratings is Stable.

The rating affirmation recognizes the significant reduction in
consolidated debt under El Paso as well as the further reduction
in interest expense through a series of debt refinancings under
the company's core subsidiaries. Consolidated debt has been
reduced to under $11.7 billion as of March 31, 2007.  While the
current debt refinancing effectively moves $1.2 billion of debt
from the subsidiary to the parent, El Paso's ultimate capital
structure following the current debt reduction phase continues to
evolve.  Fitch expects any additional restructuring to result in
further improvements in the credit profile.  Pro forma for the
current transactions at March 31, 2007, total debt at the parent
level is anticipated to total approximately $6.3 billion.

El Paso's ratings also continue to reflect the significant
reduction in business risk in recent years, the benefits of the
company's sizable portfolio of pipeline assets, and the ongoing
improvement in the upstream operations.  Key offsetting factors
include the significant leverage that remains on the balance sheet
and lingering issues with the upstream operations. Of note is that
the consent solicitation will remove many of the negative
covenants on any of the EEPC notes that may remain after the
tender.  Furthermore, these covenants are also not included in the
new notes being issued at the El Paso level.

The ratings upgrade at EEPC reflects the significant reduction in
debt at the EEPC level through the current transactions as well as
the strong collateral value for EEPC's $500 million secured credit
facility.  Fitch expects the company to maintain the $500 million
senior secured credit facility at the EEPC level, which is
collateralized by the company's interests in certain upstream
properties.  The facility is used to support the company's hedging
program as well as support financing of additional asset purchases
by EEPC, such as the first-quarter 2007 acquisition of producing
and undeveloped properties in Zapata County, Texas for $254
million.

Fitch affirms these ratings, with a Stable Outlook:

  El Paso Corporation

     -- Issuer Default Rating 'BB+';

     -- $500 million secured letter of credit facility (2011)
        'BBB-';

     -- $1.25 billion senior secured revolving credit facility
        (2009) 'BBB-';

     -- $500 million senior unsecured credit facility (2011)
        'BB+';

     -- Senior unsecured notes and debentures 'BB+';

     -- Perpetual preferred stock 'BB-'.

  El Paso Energy Capital Trust I

     -- Trust convertible preferred securities 'BB-'.

  Colorado Interstate Gas Company

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

  El Paso Natural Gas Company

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

  Southern Natural Gas Company

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

  Tennessee Gas Pipeline Company

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

In addition, the ratings of EEPC have been upgraded as:

  El Paso Exploration & Production Company

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

     -- Senior secured revolving credit facility (2011) to
        'BBB-' from 'BB+';

     -- Senior unsecured debt to 'BB+' from 'BB'.

El Paso owns North America's largest interstate natural gas
pipeline network comprised of approximately 43,000 miles of pipe,
220 billion cubic feet of storage capacity, and a liquefied
natural gas import facility with 1.2 Bcf per day of send-out
capacity.  The company's upstream operations included year-end
2006 estimated reserves of approximately 2.4 billion cubic feet
equivalent of consolidated proven reserves and 222 bcfe of proven
reserves for El Paso's interest in Four Star.  The company has
operations in Argentina.


ENERGY PARTNER: Completes Sale of $71.7MM Onshore Louisiana Assets
------------------------------------------------------------------
Energy Partners, Ltd. has completed its sale of substantially all
of its onshore south Louisiana assets to a privately held onshore
operator for $71.7 million.

The estimated proved reserves were approximately one-third of the
reserves contained within the divesture package EPL has been
marketing recently.  After preliminary closing adjustments for the
closing date of June 12, 2007, the cash proceeds received totaled
approximately $70 million.  The company stated that the proceeds
will be used to pay down its revolving credit facility.

Merrill Lynch Petrie Divesture Advisors served as the exclusive
advisor on this transaction.

                      About Energy Partners

Based in New Orleans, Louisiana, Energy Partners Ltd. (NYSE: EPL)
-- http://www.eplweb.com/-- is an independent oil and natural gas
exploration and production company.  Founded in 1998, the
company's operations are focused along the U. S. Gulf Coast, both
onshore in south Louisiana and offshore in the Gulf of Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on March 14, 2007,
Moody's Investors Service downgraded Energy Partners Ltd.'s
Corporate Family Rating to B3 from B2 and its Probability of
Default Rating to B3 from B2 following the conclusion of the
company's strategic alternative process.


EZ2 COMPANIES: Inks Pact to Cure $250,000 Cornell Note Default
--------------------------------------------------------------
EZ2 Companies has entered into an agreement with Cornell Capital
Partners to pay off the $250,000 convertible note that was in
default.

This agreement called for a majority of the note to be paid in
cash and the rest in stock.  The company has made the initial down
payment and the first of six monthly payments and presently owes
less then half of the original note.  Pursuant to the agreement,
Cornell Capital Partners has sent the following to Bill Asbell,
Esq., the counsel to the company's president Jeff Berkowitz:

   * An executed copy of agreement dated May 2007 EZ2 Companies,
     Inc.

     -- share certificate #1443 representing 10,844,516 shares;

     -- share certificate #1444 representing 51,655,484 shares;

   * Corporate Resolution of Montgomery Equity Partners,
     Irrevocable Stock Power as to certificates 1443 and 1444 EZ2
     Companies, Inc.

     -- Warrant #MEP-001 EZ2 Companies, Inc.;

     -- Warrant #MEP-002 EZ2 Companies, Inc.; and

     -- Warrant #MEP-003 EZ2 Companies, Inc.

Mr. Berkowitz said, "This agreement with Cornell could not have
happened had it not been for Mr. David Ratska, Associate Managing
Director of Cornell Capital Partners.  His patience and
understanding of the situation EZ2 Companies was faced with was
more then respectable, it was a necessity.  David and I had many
conversations over the past few months and his willingness to
listen to reason, overcome the past and go the extra mile is what
saved this company from extinction.  We are now able to look
towards the future with optimisim, rather then question marks."

                      About EZ2 Companies

EZ2 Companies.com, Inc. (PINKSHEETS: EZTO) --
http://www.Ez2companies.net/-- is a holding and consulting
company.  The company owns the following corporations:
EZ2Stream,EZ2Broadcast, EZ2Ask, EZ2Mortgage, EZ2music,
EZ2Realestate, EZ2Date, EZ2Escrow, EZ2Speak and EZ2Movies.  The
company, through its wholly owned subsidiaries, is actively
seeking merger, acquisition and/or partnership opportunities.


FINISAR CORP: Audit Committee Completes Initial Stock Grant Review
------------------------------------------------------------------
Finisar Corporation's audit committee has completed its initial
review of the company's stock option practices.  The Audit
Committee's initial key findings include:

--  There was no evidence of malfeasance on the part of any
     present or former officer, director, or employee relating to
     any Finisar options grant.

--  No present or former member of Finisar's board or its
     management engaged in self-dealing with respect to option
     grants.

--  Options to directors and officers were properly approved and
     granted by the board or the board's compensation committee.

--  The measurement dates for a number of option grants differed
     from the recorded grant dates.  Those errors generally
     resulted from a deficient and poorly documented process as
     well as a lack of attentiveness and a lack of thorough
     understanding of relevant accounting rules on the part of the
     individuals involved in the granting process.

However, the audit committee found administrative issues in
connection with the annual grants to existing employees.  The
grant dates for most of these annual grants were selected before
the lists of options to be granted had been finalized.  In all but
one year between 2000 and 2005, there was inadequate
contemporaneous documentation to verify the dates selected for the
annual grant, and, in one case, an earlier date with a more
favorable price was selected retrospectively for the annual grant.

In the case of grants to newly hired employees and employees hired
in connection with Finisar's acquisitions, the audit committee
found deficiencies related to the process.  This resulted in a few
instances where grants were delayed and a more favorable price
resulted from the delay, and a few instances where an earlier date
with a more favorable price was selected retrospectively for a
grant.  Many of these grants lacked contemporaneous evidence of
grant date selection.  The company personnel involved in selecting
the grant dates did not benefit from these grants.

Based on the results of its investigation, the audit committee
concluded that the measurement dates for a number of stock option
grants differed from the recorded grant dates for such awards and
that the company will need to restate its historical financial
statements to record charges for compensation expense relating to
these past stock option grants and the tax impact related to such
adjustments.  The company's management, in conjunction with the
audit committee, is in the process of finalizing revised
measurement dates, determining the amount of the non-cash charges
for compensation expenses, the resulting tax impact and the
accounting impact on its financial statements for each fiscal
period going back to fiscal 2000.  The company intends to complete
its assessment and announce the results at the earliest
practicable date.  Although the amounts of the charges have not
been determined at this time, such charges will likely be material
with respect to prior fiscal periods from 2000 through 2007.

                  Background of the Investigation

On Nov. 30, 2006, Finisar announced that, following an initial
voluntary review by management of a number of stock option grants,
the audit committee had commenced an investigation of the
company's historical stock options granting practices.  The audit
committee is comprised of three independent, non-employee
directors.  The audit committee subsequently conducted an
investigation with the assistance of independent legal counsel and
an independent accounting firm engaged to provide forensic
accounting services and reported its initial findings and
recommendations to the board of directors.

The investigation reviewed stock option grants to officers and
directors, existing employees and new hires, including grants
issued in connection with acquisitions, during the period from
November 1999 to September 2006.  The investigation involved the
analysis of thousands of documents and hundreds of thousands of
electronic mail and document files, as well as interviews of
32 individuals, including current and former directors, officers
and employees.  All company personnel cooperated fully with the
investigation.

                Audit Committee's Remedial Measures

The board of directors has unanimously adopted the audit
committee's recommended remedial measures that include:

--  The implementation of a cross-functional training program for
     certain key employees concerning (i) the company's equity
     compensation programs and related improvements in equity
     compensation controls, processes and procedures, (ii) the
     accounting implications of the Company's equity compensation
     programs, and (iii) the legal implications of the equity
     compensation programs.

--  The appointment of a designated finance department employee
     to be responsible for the accounting for stock options and
     other forms of equity compensation.

--  The adoption of additional policies to assure that grants
     will be recorded promptly in the Company's option accounting
     database, and that grantees will receive prompt written
     notification of their grants.

--  The adoption of policies to assure that there will be a
     specific date to complete the generation of a list of
     recommended equity grant amounts prior to the submission of
     the recommendations to the compensation committee for
     approval.

--  Implementation of a requirement that the company's internal
     audit department review the company's compliance with the
     controls and procedures regarding equity compensation at
     least annually and report the results of its review to the
     audit committee.

The audit committee and the board of directors will consider the
need for additional remedial action upon completion of the audit
committee's investigation and the restatement of the company's
historical financial statements.

In August 2006, prior to the internal review that led to the
investigation, Finisar changed its policies and procedures for
granting stock options to provide that all stock-based awards are
generally to be granted by the compensation committee of the board
of directors and, except in special circumstances, all grants are
to be made at regular quarterly meetings of the compensation
committee. The effective date of each quarterly grant is the later
of the third trading day following Finisar's public announcement
of its financial results for the preceding quarter or the date of
the meeting.

                    About Finisar Corporation

Headquartered in Sunnyvale, Calif., Finisar Corporation (NASDAQ:
FNSR) -- http://www.finisar.com/-- is a technology leader for
fiber optic components and subsystems and network test and
monitoring systems.  These products enable high-speed data
communications for networking and storage applications over
Gigabit Ethernet Local Area Networks, Fibre Channel Storage Area
Networks, and Metropolitan Area Networks using Fibre Chanel, IP,
SAS, SATA, and SONET/SDH protocols.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2007,
Finisar Corporation received a purported notice of default from
U.S. Bank Trust National Association, as trustee for the company's
2-1/2% Convertible Senior Subordinated Notes due 2010.  The notice
asserted that its failure to timely file its Form 10-Q for the
quarter ended Oct. 29, 2006, with the Securities and Exchange
Commission constituted a default under the Indenture, dated as
of Oct. 12, 2006, between the company and the Trustee governing
the Notes.

As of June 14, 2007, the company has not filed its report on Form
10-Q for the quarter ended Oct. 29, 2006.  The company stated that
until the audit committee's investigation on the company's stock
option practices is complete, the company will be unable to file
the report.


FINISAR CORP: Reports Preliminary 4th Qtr. and Annual 2007 Results
------------------------------------------------------------------
Finisar Corporation reported preliminary financial results for its
fourth fiscal quarter and fiscal year ended April 30, 2007, on a
non-GAAP basis.

The company is not providing detailed GAAP or non-GAAP financial
results for the quarter or fiscal year at this time.  The
preliminary non-GAAP financial metrics do not reflect any
adjustments that may be needed as a result of the ongoing review
of the company's historical stock option grants and associated
accounting.  These results should be considered preliminary until
such time as the company files its annual report on Form 10-K for
fiscal 2007.

                          Fourth Quarter

--  Revenues of $97.3 million were within the range of
    $96 million to $98 million, as reported on May 9, 2007.
    These results represented a 9.5% decrease in revenues from
    the previous quarter and a 5% decrease from the comparable
    quarter of the prior year.  This decrease was caused
    primarily by the impact of a transition by two customers
    to "just-in-time inventory" arrangements during the quarter
    and the continued utilization by certain customers of excess
    inventories of products designed for SAN applications.

--  Revenues from the sale of optical products were $88.4 million
    in the quarter ended April 30, 2007, a decline of 9.8% from
    $98 million in the previous quarter and 3.9% from
    $91.9 million in the comparable quarter of the prior year.
    Revenues from the sale of network test and monitoring
    products were $8.9 million, a decline of 6.6% from
    $9.5 million in the previous quarter and 15.1% from
    $10.5 million in the prior year.

--  Shipments of products designed for 10-40 Gb/s applications
    totaled $14.9 million, up 28.5% from $11.6 million in the
    previous quarter and up 172% from $5.5 million in the
    comparable quarter of the prior year.

--  With the decrease in total revenues to their lowest quarterly
    total during the fiscal year, gross margins declined
    sequentially from the prior quarter, but were still higher
    than in the first half of the year due to the effects of
    ongoing cost reduction efforts and a favorable shift in
    product mix.  Non-GAAP gross margins exclude stock
    compensation expense, inventory reserves and certain other
    charges, mostly of a non-cash nature.

--  Cash and short-term investments, plus other long-term
    investments, which can be readily converted into cash,
    totaled $123.7 million at April 30, 2007, down from
    $135.9 million at the end of last quarter.  The decrease was
    primarily due to the completion of the acquisitions of
    AZNA LLC and Kodeos Communications Inc. during the quarter,
    which involved the use of about $13.7 million in cash.  The
    company has classified certain of its investments as long-
    term based on its intent to hold these securities
    until maturity, although they can be readily sold if required.

                            Fiscal Year

--  Revenues of $419.2 million represented an increase of 15.1%
    over $364.3 million in the prior year.

--  Revenues from the sale of optical products were
    $381.4 million, an increase of 17% from $326 million in the
    prior year.  Revenues from the sale of network test and
    monitoring products were $37.8 million, a decrease of 1.5%
    from $38.3 million in the prior year.

--  Shipments of 10-40Gb/s optical products totaled
    $40.3 million, up 123% from $18.1 million in the prior year.

--  Gross profit on a non-GAAP basis increased 29% on a 15%
    increase in revenues for the fiscal year due in part to a
    favorable shift in product mix to more profitable longer
    distance telecom and metro Ethernet applications and a
    vertically integrated business model where higher shipment
    levels are accompanied by a modest increase in manufacturing
    costs.  Non-GAAP gross margins exclude stock compensation
    expense and certain other charges, mostly of a non-cash
    nature.

The Audit Committee and the Board of Directors will consider the
need for additional remedial action upon completion of the Audit
Committee's investigation and the restatement of the company's
historical financial statements.

"Despite year-end problems with customer supply chain and excess
inventory issues, I think we made tremendous progress on a number
of fronts in the last fiscal year," said Jerry Rawls, Finisar's
chief executive officer.  "We rolled out a number of new products
for 10 Gb/s and WDM applications and strongly increased our sales
to the telecom equipment industry.  Revenues from the sale of
10 Gb/s and 40 Gb/s products increased 123% last fiscal year and
we believe revenue growth for these products in fiscal 2008 will
generally remain on that same trajectory.  In addition, gross
profit and gross margins were up substantially from the prior year
on a non-GAAP basis.

"On the technology front, the acquisitions of AZNA LLC and Kodeos
Communications, Inc. at year-end added unique technologies for
long distance optical transmission.  We believe these new
technologies will enable us to develop products for long haul
telecommunications, a market we haven't served in the past."

                    About Finisar Corporation

Headquartered in Sunnyvale, Calif., Finisar Corporation (NASDAQ:
FNSR) -- http://www.finisar.com/-- is a technology leader for
fiber optic components and subsystems and network test and
monitoring systems.  These products enable high-speed data
communications for networking and storage applications over
Gigabit Ethernet Local Area Networks, Fibre Channel Storage Area
Networks, and Metropolitan Area Networks using Fibre Chanel, IP,
SAS, SATA, and SONET/SDH protocols.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2007,
Finisar Corporation received a purported notice of default from
U.S. Bank Trust National Association, as trustee for the company's
2-1/2% Convertible Senior Subordinated Notes due 2010.  The notice
asserted that its failure to timely file its Form 10-Q for the
quarter ended Oct. 29, 2006, with the Securities and Exchange
Commission constituted a default under the Indenture, dated as
of Oct. 12, 2006, between the company and the Trustee governing
the Notes.

As of June 14, 2007, the company has not filed its report on Form
10-Q for the quarter ended Oct. 29, 2006.  The company stated that
until the audit committee's investigation on the company's stock
option practices is complete, the company will be unable to file
the report.


FORD MOTOR: Forms Alliance w/ GM and Chrysler to Cut Labor Costs
----------------------------------------------------------------
Ford Motor Co., General Motors Corp. and DaimlerChrysler AG's
Chrysler Group are seeking unprecedented concessions from the
United Auto Workers union in a bid to narrow what they say is
a $30-an-hour labor-cost disadvantage against Asian rivals like
Toyota Motor Corp. and Honda Motor Co., The Wall Street Journal
reports citing the automakers' executives as saying.

People familiar with the companies' plans told WSJ that all three
are united in believing they have no choice but to close the
$10 billion-a-year labor-cost gap between them and their Asian
competitors on cars and trucks built in the U.S.

According to the report, GM, Ford and Chrysler say they pay union
workers $70 to $75 an hour compared to Toyota and other Asian auto
makers' $40 to $45 an hour wage payment at their U.S. plants.

"We need to eliminate most, if not all...like 80%" of the gap,
a senior automotive executive involved in labor planning said
in the report.  "It has to be gone by the end of the contract, or
doing business in the United States is unsustainable."

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

                          *     *     *

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

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

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


FULHAM ROAD: Fitch Affirms BB+ Rating on EUR15 Million Notes
------------------------------------------------------------
Fitch affirms six classes of notes issued by Fulham Road Finance
Limited (Fulham Road). These affirmations are the result of
Fitch's review process and are effective immediately:

     -- EUR70,000,000 class A notes at 'AAA';
     -- EUR 40,000,000 class C notes at 'AA-';
     -- EUR 95,000,000 class B notes at 'AA+';
     -- EUR 15,000,000 class E notes at 'BBB';
     -- EUR 20,000,000 class D notes at 'A-';
     -- EUR 15,000,000 class F notes at 'BB+'.

Fulham Road Finance Limited is a synthetic securitization
referencing a portfolio of corporate obligations, directly and
indirectly, via tranched portfolio credit default swaps.  Fulham
Road gains access to the credit risk of the portfolio via a credit
default swap between the issuer and KBC Investments Cayman Islands
V, Ltd., as swap counterparty.  The legal maturity date of the CDS
is July 2013.  The ratings assigned to the notes address the
likelihood that investors will receive full and timely payments of
interest and ultimate receipt of principal by the legal maturity
date.

The affirmations are the result of the stable performance of the
referenced entities, the credit enhancement provided by
subordination for each tranche, the strength of the
counterparties, and the transaction's financial and legal
structure.


GCI INC: S&P Puts BB Credit Rating Under Negative Watch
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Anchorage, Alaska based-diversified telecommunications provider
GCI Inc., including the 'BB' corporate credit rating, on
CreditWatch with negative implications.

"This action follows recent public comments by the company that it
intends to pursue a significantly more aggressive financial
policy," said Standard & Poor's credit analyst Allyn Arden.

Leverage could increase if there is an acquisition of Dobson
Communications Corp.'s Alaskan wireless properties, or if such an
acquisition is not consummated, from shareholder friendly actions.

In any case, management has publicly indicated that it believes
GCI's enterprise value would be maximized, with debt to EBITDA of
4.5x to 5x over the next couple of years.

In resolving the CreditWatch action, Standard & Poor's will have
further discussions with management to gain more clarity on the
company's longer-term financial policy.  S&P's review will include
an assessment of GCI's business strategy, including expansion
plans or acquisitions.


GENERAL MOTORS: Carlyle & Blackstone Are In for Final Bid, FT Says
------------------------------------------------------------------
General Motors Corp. received final bids from two parties for its
Allison Transmission business last week, including the Carlyle
Group, The Financial Times reports citing sources familiar with
the process.

A spokesperson for GM denied the claim stating that there is
more than one bidder left, FT says.

Blackstone was competing with Carlyle in the final bidding
round, a source close to the United Auto Workers was cited by
FT as saying.

The UAW has not yet approved any deal to sell Allison, a
source close to the union further told FT.

According to FT, a spokesperson for Blackstone declined
to comment while UAW officials could not be reached for
comment.

Last month, GM disclosed in a regulatory filing with the
Securities and Exchange Commission that it is considering
measures to strengthen liquidity and focus on its core
business of designing, manufacturing, and selling cars and
light trucks globally.

Among other items, GM said it is currently discussing the
potential sale of its Allison Transmission business with a
number of potential buyers.

GM management believes that a sale of Allison Transmission
is probable, subject to union, regulatory, and other
approvals.

GM provided unaudited pro forma financial information
reflecting Allison Transmission's assets and liabilities
as held for sale as of March 31, 2007, and reporting its \
operations as discontinued for the three months ended
March 31, 2007 and 2006, and for the years ended
Dec. 31, 2006, 2005, and 2004.

A full-text copy of the pro forma financial information is
available for free at http://researcharchives.com/t/s?2038

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries.

General Motors has Asia-Pacific operations in India, China,
Indonesia, Japan, the Philippines, among others.  It has
locations in European countries including Belgium, Austria, and
France.  In Latin-America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.'s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service affirmed GM's B3
Corporate Family Rating and B3 Probability of Default Rating, and
maintained its SGL-3 Speculative Grade Liquidity Rating.  The
rating outlook remains negative.

As reported in the Troubled Company Reporter on May 25, 2007,
Fitch Ratings downgraded General Motors Corporation's ratings
including the company's 'B/RR4' rated senior unsecured debt to
'B-/RR5'.  GM's Issuer Default Rating remains at 'B' and is still
on Fitch's Negative Rating Watch.


GENERAL MOTORS: Joins Forces w/ Ford & Chrysler to Cut Labor Costs
------------------------------------------------------------------
General Motors Corp., Ford Motor Co. and DaimlerChrysler AG's
Chrysler Group are seeking unprecedented concessions from the
United Auto Workers union in a bid to narrow what they say is
a $30-an-hour labor-cost disadvantage against Asian rivals like
Toyota Motor Corp. and Honda Motor Co., The Wall Street Journal
reports citing the automakers' executives as saying.

People familiar with the companies' plans told WSJ that all three
are united in believing they have no choice but to close the
$10 billion-a-year labor-cost gap between them and their Asian
competitors on cars and trucks built in the U.S.

According to the report, GM, Ford and Chrysler say they pay union
workers $70 to $75 an hour compared to Toyota and other Asian auto
makers' $40 to $45 an hour at their U.S. plants.

"We need to eliminate most, if not all...like 80%" of the gap,
a senior automotive executive involved in labor planning said
in the report.  "It has to be gone by the end of the contract, or
doing business in the United States is unsustainable."

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries.

General Motors has Asia-Pacific operations in India, China,
Indonesia, Japan, the Philippines, among others.  It has
locations in European countries including Belgium, Austria, and
France.  In Latin-America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.'s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service affirmed GM's B3
Corporate Family Rating and B3 Probability of Default Rating, and
maintained its SGL-3 Speculative Grade Liquidity Rating.  The
rating outlook remains negative.

As reported in the Troubled Company Reporter on May 25, 2007,
Fitch Ratings downgraded General Motors Corporation's ratings
including the company's 'B/RR4' rated senior unsecured debt to
'B-/RR5'.  GM's Issuer Default Rating remains at 'B' and is still
on Fitch's Negative Rating Watch.


GETTY IMAGES: Financial Filing Prompts S&P's Positive Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services said revised its CreditWatch
implications on Getty Images Inc. to positive from developing,
following the company's filing of its SEC 10-Q forms for its first
and third quarters, and its 2006 Form 10-K.  The corporate credit
rating on the company remains at 'B+'.

S&P originally placed the ratings on CreditWatch with developing
implications on Dec. 4, 2006, after the company had received
notices from bondholders that the delay of its third-quarter 10-Q
filing constituted an event of default.

"We will resolve the CreditWatch following a discussion with
management and an evaluation of the operating outlook," said
Standard & Poor's credit analyst Tulip Lim.


GREENWICH CAPITAL: Fitch Puts Low-B Ratings on Six Classes
----------------------------------------------------------
Fitch has assigned these ratings to Greenwich Capital Commercial
Mortgage Trust 2007-RR2:

     -- $245,000,000 class A-1FL certificates 'AAA';
     -- $72,232,000 class A-1FX certificates 'AAA';
     -- $528,721,000* class X interest-only certificates 'AAA';
     -- $79,308,000 class A-2 certificates 'AAA';
     -- $40,315,000 class A-3 certificates 'AAA';
     -- $16,523,000 class B certificates 'AA+';
     -- $6,609,000 class C certificates 'AA';
     -- $4,626,000 class D certificates 'AA-';
     -- $11,235,000 class E certificates 'A+';
     -- $4,627,000 class F certificates 'A';
     -- $9,253,000 class H certificates 'BBB+';
     -- $11,235,000 class G certificates 'A-';
     -- $3,965,000 class J certificates 'BBB';
     -- $5,287,000 class K certificates 'BBB-';
     -- $3,966,000 class L certificates 'BB+';
     -- $1,322,000 class N certificates 'BB-';
     -- $2,643,000 class M certificates 'BB';
     -- $3,305,000 class O certificates 'B+';
     -- $1,982,000 class P certificates 'B';
     -- $661,000 class Q certificates 'B-'.

     * Notional Amount

The rating on the class A-1FL certificates only addresses receipt
of the fixed-rate coupon and does not address whether investors
will receive a floating-rate coupon.  Additionally, the rating of
the class A-1FL certificates does not address any costs associated
with a floating-rate swap.


HEALTHCARE ACQUISITION: LWBJ LLP Raises Going Concern Doubt
-----------------------------------------------------------
LWBJ, LLP, at West Des Moines, Iowa, raised substantial about
Healthcare Acquisition Corp.'s ability to continue as a going
concern, after reviewing the company's quarterly financial
statements for the three months ended March 31, 2007.

The auditor relates that the company will face a mandatory
liquidation by Aug. 3, 2007 if a business combination is not
consummated.

The company is a publicly traded special purposes acquisition
corporation formed to acquire a company in the healthcare
industry.  The company's certificate of incorporation contains a
provision -- common in SPACs -- requiring that it liquidate its
assets if it does not complete a business combination by
Aug. 3, 2007.

At March 31, 2007, the company had total assets of $72,375,242,
total liabilities of $14,920,515, and a stockholders' equity of
$57,454,727, compared to $71,738,744 in total assets, $$14,625,002
in total liabilities, and a stockholders' equity of $57,113,742 at
Dec. 31, 2006.

                     About Health Acquisition

Healthcare Acquisition Corp. was incorporated in Delaware on
April 25, 2005, as a blank check company whose objective is to
acquire, through a merger, capital stock exchange, asset
acquisition or other similar business combination, an operating
business.

Primarily all activity through Dec. 31, 2006, relates to the
company's formation and the public offering identifying and
evaluating prospective target businesses.  On Jan. 19, 2007, the
company signed an agreement and plan of merger with PharmAthene,
Inc.  The company has until Aug. 3, 2007 to complete the business
combination or it must be liquidated.


HOMETOWN COMMERCIAL: Fitch Puts Low-B Ratings on Six Cert. Classes
------------------------------------------------------------------
Fitch Ratings has assigned Hometown Commercial Trust 2007-1's
commercial mortgage pass-through certificates these ratings:

     -- $125,042,000 class A 'AAA';
     -- $3,320,000 class B 'AA';
     -- $4,610,000 class C 'A';
     -- $3,873,000 class D 'BBB+';
     -- $1,476,000 class E 'BBB';
     -- $1,844,000 class F 'BBB-';
     -- $1,107,000 class G 'BB+';
     -- $553,000 class H 'BB';
     -- $368,000 class K 'B+';
     -- $738,000 class J 'BB-'
     -- $554,000 class L 'B';
     -- $737,000 class M 'B-';
     -- $140,165,000 (notional amount and interest only) class X
        'AAA'.

The $3,320,597 class N is not rated by Fitch.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 51
fixed-rate loans having an aggregate principal balance of
approximately $147,543,000, as of the cutoff date.


INCO LTD: Steelworkers Reach Tentative Agreement w/ Contractors
---------------------------------------------------------------
The United Steelworkers of Inco Limited said that a tentative
settlement for a first collective agreement has been reached with
Ushitau and TSI, two contractors whose employees provide core work
for CVRD-Inco Limited's Voisey's Bay Nickel.

If ratified by USW members, the agreement would end a strike that
began April 18 against TSI and April 23 against Ushitau.

                        About Inco Ltd.

Based in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- nka CVRD Inco Limited produces nickel,
which is used primarily for manufacturing stainless steel and
batteries.  Inco also mines and processes copper, gold, cobalt,
and platinum group metals.  It makes nickel battery materials and
nickel foams, flakes, and powders for use in catalysts,
electronics, and paints.  Sulphuric acid and liquid sulphur
dioxide are produced as byproducts.  The company's primary mining
and processing operations are in Canada, Indonesia, and the U.K.

                         *     *     *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating.


INDIANAPOLIS POWER: S&P Rates $165 Million Bonds at BBB-
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
electric utility Indianapolis Power & Light Co.'s
(BB+/Positive/--) $165 million first mortgage bonds due June
2037.

The proceeds will be used to repay on maturity $80 million of
7.365% first mortgage bonds due August 2007, repay short term
debt, finance a portion of the company's construction program, and
for other general corporate purposes.

The ratings on IPL, the primary subsidiary of utility holding
company IPALCO Enterprises Inc., reflect its linkage to The AES
Corp. (BB-/Stable/--).

IPALCO's creditworthiness reflects a strong business risk profile
and a somewhat subpar but improving financial condition.

Supporting the company's strong business position are competitive
rates, responsive Indiana regulation, a healthy service area, and
efficient operations, offset by relatively heavy environmental
expenditures.

In addition, IPL is a small utility whose service territory is
surrounded by areas served by other utilities, and may face
limited growth.

The positive outlook for IPL mirrors that of direct parent IPALCO
and reflects expectations for gradual consolidated financial
improvement to levels commensurate with solid investment-grade
cash flow measures.


ING INVESTMENT: S&P Rates $12 Million Class D Notes at BB
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ING Investment Management CLO IV Ltd.'s $461 million
floating-rate notes due 2022.

The preliminary ratings are based on information as of June 13,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's;

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.

                  Preliminary Ratings Assigned

               ING Investment Management CLO IV Ltd.

           Class         Rating               Amount
           -----         ------            ------------
           A-1           AAA               $380,000,000
           A-2           AA                 $21,000,000
           B             A                  $26,000,000
           C             BBB                $22,000,000
           D             BB                 $12,000,000

           Subordinated  NR                 $39,000,000
            securities

                     NR - Not rated.


INTEGRAL NUCLEAR: Wants Aug. 31 Set as General Claims Bar Date
--------------------------------------------------------------
Integral Nuclear Associates LLC and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of New Jersey to fix
Aug. 31, 2007, as the last date by which creditors may file
proofs of claim.

The Debtors also ask the Court to fix Oct. 16, 2007, as the
claims bar date for governmental units.  The Debtors tell the
Court that setting Aug. 31, 2007 as the general bar date will
afford claimants more than 80 days from the date of the Section
341(a) meeting and almost two months after entry of the order
granting the motion to file their claims.

The bar dates refer to claims arising prior to the Debtors'
bankruptcy filing.

The Debtors submit that holders of these types of claims are
not required to file proofs of claim on or before the proposed
bar dates:

   (a) claims listed in the Debtors' bankruptcy schedules,
       or any amendments thereto, which are not listed as
       contingent, unliquidated or disputed and which are
       not disputed by the holders as to amount or
       classification;

   (b) claims for which a proof of claim already has been
       properly filed;

   (c) claims previously allowed by order of the Court;

   (d) claims allowable under Sec. 507(a) of the Bankruptcy
       Code as administration expenses; and

   (e) claims previously paid by the Debtors.

The Court is set to hear on the matter on July 2, 2007, at
11:00 a.m.

Logan and Company Inc. acts as the Debtors' claims and
noticing agent.

Based in Paoli, Pennsylvania, Integral Nuclear Associates LLC --
http://www.integralpet.com/-- operates nuclear imaging centers.
The company and 25 of its affiliates filed for Chapter 11
protection on April 15, 2007 (Bankr. D. N.J. Case Nos. 07-15183
through 07-15215).  Ilana Volkov, Esq., and Michael D. Sirota,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., represent
the Debtors.  The Official Committee of Unsecured Creditors
selected Norris McLaughlin & Marcus, PA, as its bankruptcy
counsel.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of $1 million to
$100 million.


INTERPOOL INC: Commences Tender Offer for $230MM of 6% Sr. Notes
----------------------------------------------------------------
Interpool, Inc. has commenced a tender offer for all of
$230 million principal amount of its outstanding 6.0% Senior Notes
due 2014.

In connection with the tender offer, consents are being solicited
from noteholders to make certain proposed amendments to the
indenture governing the Notes.

Pursuant to the terms and subject to the conditions set in the
Offer to Purchase and Consent Solicitation Statement dated
June 13, 2007, the company is offering to purchase all of the
outstanding Notes at a price of $1,015.00 per $1,000 principal
amount of the Notes.  The Total Consideration includes $20.00 per
$1,000 principal amount of Notes payable only in respect of Notes
validly tendered with consents on or prior to the Consent Date.

In addition, holders who validly tender and do not validly
withdraw their Notes in the tender offer will receive accrued and
unpaid interest from the last interest payment date up to, but not
including, the date of payment for the Notes, if the Notes are
accepted for purchase pursuant to the tender offer.

The tender offer is scheduled to expire at 8:00 a.m., New York
City time, on July 19, 2007, unless extended.  Holders who tender
their Notes after 5:00 p.m., New York City time, on June 26, 2007,
unless extended, will not be eligible to receive the Consent
Payment.  Any holder validly tendering Notes after the Consent
Date will, if such Notes are accepted for purchase pursuant to the
tender offer, receive the Tender Offer Consideration, plus accrued
but unpaid interest to, but not including, the date of payment for
the Notes so tendered.

The proposed amendments to the indenture governing the Notes
would, among other things, eliminate substantially all of the
restrictive covenants, certain events of default and certain other
provisions contained in the indenture.

Completion of the tender offer is subject to the satisfaction of
certain conditions, including, but not limited to, receipt of
valid tenders and consents from a majority in principal amount of
outstanding Notes, receipt by Interpool of the funds necessary to
make all payments required to complete the tender offer, including
interest and other costs and expenses related to the tender offer,
and the satisfaction or waiver of all conditions precedent to the
consummation of the merger of Interpool and Chariot Acquisition
Sub, Inc., an indirect wholly owned subsidiary of funds managed by
affiliates of Fortress Investment Group LLC, and the expectation
that the Merger will be consummated immediately following the
Expiration Date.  Consummation of the tender offer is not a
condition to the Merger, and Chariot expects that its ability to
finance the transactions contemplated by the Merger and pay
related transaction fees and expenses will not be impaired if the
tender offer is not consummated.

The exclusive dealer manager and solicitation agent for the tender
offer is Bear, Stearns & Co. Inc.

                        About Interpool

Interpool, Inc. (NYSE: IPX) is a supplier of equipment and
services to the transportation industry.  It is a lessor of
intermodal container chassis and a world-leading lessor of cargo
containers used in international trade.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 26, 2007,
Interpool announced that it had entered into a definitive
agreement to be acquired by certain private equity funds managed
by affiliates of Fortress Investment Group LLC pursuant to a
merger in which all IPX stockholders would receive $27.10 in cash
for each share of IPX common stock that they hold.  The total
transaction value, including assumed debt, is approximately $2.4
billion.

Fitch placed the ratings of Interpool and its related subsidiaries
on Rating Watch Negative on Jan. 17, 2007.  The action reflected
Fitch concerns regarding the underlying financing structure of a
proposed acquisition offer led by its current chief executive
officer, Marty Tuchman for $24 per share of common stock.


IOWA TELECOMMS: S&P Holds Ratings & Revises Outlook to Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Newton,
Iowa-based Iowa Telecommunications Services Inc. to stable from
negative, and affirmed its ratings, including the 'BB-' corporate
credit rating.

Total debt as of March 31, 2007, was about $478 million.

"The outlook change reflects our expectations that the company
will be able to withstand increasing competition from cable
operators while maintaining credit metrics consistent with the
current rating," said Standard & Poor's credit analyst Naveen
Sarma.

Cable operator, Mediacom Communications Corp., recently began
offering a competitive telephony product in some of Iowa Telecom's
territories.  However, Mediacom overlaps only about one-third of
Iowa Telecom's access lines.  The cable industry has generally
achieved high single-to-low double-digit penetration levels in the
first few years for its telephony product.  Even in a scenario
where Mediacom attains similar penetration levels, Iowa Telecom's
leverage would rise only to the mid-4x range from the current 4.1x
level, which would still be consistent with the rating.

The ratings on Iowa Telecom reflect:

    * an aggressive, shareholder-oriented financial policy with a
      commitment to a substantial dividend that limits potential
      debt reduction;

    * a business that is experiencing moderate access-line
      losses because of some wireless substitution and competition
      from competitive local exchange carriers;

    * aggressive leverage, at 4.1x debt to last-12-month EBITDA,
      adjusted for operating leases and pension liabilities; and

    * minimal growth opportunities for the mature rural telephone
      business.

Tempering factors include the rural nature of much of Iowa
Telecom's service territory, which provides greater protection
compared with major market operators; the growth potential from
data services, limited vulnerability to potential regulatory
changes, and adequate liquidity.


IPSCO INC: Waiting Period on Proposed $7.7 Billion Merger Expires
-----------------------------------------------------------------
The expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 has expired, in connection with
the proposed plan of arrangement between IPSCO Inc. and SSAB
Svenskt Stal AB, pursuant to which IPSCO would be acquired by SSAB
for a cash consideration of $160 per share.

The expiration of the Hart-Scott-Rodino waiting period satisfies
one of the conditions to SSAB's acquisition of IPSCO.
Consummation of the plan of arrangement, which is expected to
occur in the third quarter of 2007, remains subject to other
customary closing conditions, including approval of the plan
of arrangement by IPSCO's shareholders and obtaining certain
regulatory approvals.

As reported in the Troubled Company Reporter on May 11, 2007, the
two parties have entered into an agreement providing for IPSCO to
be acquired by SSAB for $160 per share in cash for a total equity
value of $7.7 billion.

The transaction has been approved by the Boards of Directors of
both companies, and will be completed by way of a plan of
arrangement under applicable Canadian law.  It will require the
approval of 66 2/3% of the votes cast by shareholders of IPSCO at
a special meeting to be called to consider the arrangement, as
well as court approval ruling on the fairness of the transaction.
The transaction will also be subject to certain other customary
conditions.

                            About SSAB

Svenskt Stal AB (STO: SSAB.A, SSAB.B) -- http://www.ssab.se/-- is
a Swedish based publicly traded corporation dealing with Quenched
& Tempered heavy plate and EHS/UHS steel sheet.  The group
comprises four divisions: Division Sheet and Division Heavy Plate
are the steel operations with steel shipments of 3.1 million
metric tonnes in 2006, Plannja is a processing company in building
products, and Tibnor is the group's trading arm supplying a broad
product range of steel and metals.  The group has sales revenues
of almost $4.6 billion.  SSAB has 8,800 employees and has
operations or offices in over 40 countries and a worldwide sales
presence.

                         About IPSCO Inc.

Located at Regina, Saskatchewan, IPSCO Inc. (NYSE/TSX:IPS) --
http://www.ipsco.com/-- is a leading producer of energy tubulars
and steel plate in North American with an annual steel making
capacity of 4.3 million tons.  IPSCO operates four steel mills,
eleven pipe mills, and scrap processing centers and product
finishing facilities in 25 geographic locations across the United
States and Canada.  The company's pipe mills produce a wide range
of seamless and welded energy tubular products including oil & gas
well casing, tubing, line pipe and large diameter transmission
pipe.  Additionally, IPSCO is a provider of premium connections
for oil and gas drilling and production.


JFK INTERNATIONAL: Moody's Lifts Rating to Ba1 on $874 Mil. Debt
----------------------------------------------------------------
Moody's Investors Service upgraded to Baa3 from Ba1 the rating on
$874 million of debt of the JFK International Arrivals Terminal.

At Baa3, the rating outlook is stable.  The IAT rating had been on
Moody's Watchlist for an upgrade and this rating action concludes
Moody's Watchlist review.  Over the past few months, the Terminal
executed the third and fourth supplements to its lease with the
Port Authority of New York and New Jersey (rated A1) enabling it
to publish audited financial statements for fiscal years 2005 and
2006.  In Moody's opinion, the audited financial statements
confirm the significant improvement in the Terminal's fundamental
credit position in recent years.  So far in 2007, the Terminal has
continued to enjoy strong growth in its operations and solid
financial margins.

Legal Security: the Series 6 bonds are special limited obligations
of the Port Authority of New York and New Jersey, payable from and
secured by facility lease rental payments made by the lessee, JFK
IAT, LLC, to the Port Authority.  The facility rental is payable
from a pledge of the net revenues of the project, after
satisfaction of the operating and maintenance expenses, including
Base Rent to the Port Authority.

The trust estate further consists of certain reserves, including a
cash-funded debt service reserve for maximum annual debt service,
a leasehold mortgage assigned to the trustee, as well as a
personal property interest of the lessee granted to the Port
Authority and assigned to the trustee.

Interest Rate Derivatives: None.

Strengths:

   * Strong, sustained growth in enplanements since 2004 and
     increased diversity in the carrier base have strengthened
     reserves and financial margins;

   * Experienced management team has positioned the Terminal to
     operate successfully in competitive environment;

   * Restructuring of subordinate obligations to the Port
     Authority provides Terminal with workable financial
     framework based on reasonable projections;

   * Completion of lease supplements with Port Authority sets
     stable financial and legal framework for operations.

Challenges:

   * The Terminal competes with other terminals at JFK for
     airline clients;

   * Leases with airlines are short-term and must be renewed
     frequently prior to final maturity;

   * No recourse exists to the LLC's parent companies.

In December of 2006, the Terminal completed its negotiations with
the Port Authority regarding the third and fourth supplements to
its master lease agreement.  The supplements contain several
provisions that are favorable to the legal and financial framework
of the Terminal - these provisions include specified reserve
levels and the ability for the Port Authority to finance
shortfalls in the repayment of the Terminal's
subordinate obligation to the Port Authority.

The Terminal has successfully rebounded from a significantly
lower-than-expected ramp-up in its early years, and enplanement
growth has been very strong since 2003.  Moody's notes that the
Terminal has successfully pursued growth in its carrier base in
recent years, as well as extended lease terms with a number of its
existing carriers.  Passenger enplanements at the Terminal are
reached 3.8 million in 2006, up more than 17% from 2005 levels.
Based on activity through April, 2007, officials
expect to end the current year with modest growth over 2006
levels.  Virgin Atlantic is IAT's dominant carrier, but only
accounted for 8.2% of enplanements in 2006.  Five other carriers
had a market share of over 5% at the Terminal in 2006 - Aer Lingus
(7.3%), El Al (6.6%), JetBlue (5.3%), KLM (5.2%), and Northwest
(5.1%). Close to 60 carriers operated out of the Terminal in 2006,
an increase from around 50 in 2005.  Moody's views the significant
and growing diversity of carriers at the Terminal as another sign
of stabilization of this credit.  The Terminal's financial metrics
have improved significantly in recent years, and debt service
coverage for fiscal year 2006 came in at 1.47x, approaching the
1.5x coverage anticipated at the time of the original financing.

Moody's notes that debt service on the Series 6 bonds will be
approximately level at $70 million until final maturity in 2025.
In our opinion, since the environment that the Terminal operates
in is likely to remain competitive for years to come, the ability
of management to continue the recent positive trend of revenue
growth and aggressive cost containment will be a key factor in
future evaluations of this credit.

The Baa3 rating carries a stable outlook which is based on our
expectation that the Terminal's experienced management team will
continue to successfully manage the competitive environment and
post strong operating and financial results.

Key Indicators:

   * Type of Airport:Single terminal

   -- FY 2005 Enplanements: 3.23M

   -- FY 2006 Enplanements:3.79M

   -- 5-Year Enplanement CAGR 2000-2005:5.6%

   -- 5-Year Enplanement CAGR 2001-2006:11.4%

   -- FY 2006 vs. FY 2005 Enplanement growth:17.4%

   -- Largest Carrier by Enplanements, FY 2006 (share):Virgin
      Atlantic (8.2%)

   -- Debt per Enplaned Passenger, FY 2006:$231

   -- Debt Service Coverage FY 2006 (5 YR AVG):1.47x (1.24x)

Rated Debt:

   -- Special Project Bonds, Series 6, $873.5 million
      outstanding

JFK IAT LLC is a limited partnership comprised of Schiphol USA (NV
Luchthaven Schiphol rated Aa3), LCOR and Lehman Brothers.


JORDYN HOLDINGS: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jordyn Holdings IV, LLC
        1358 Fruitville Road, Suite 210
        Sarasota, FL 34263

Bankruptcy Case No.: 07-05006

Chapter 11 Petition Date: June 13, 2007

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Richard J. McIntyre, Esq.
                  The McIntyre Law Firm, P.L.
                  6987 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 18 Largest Unsecured Creditors:

   Entity                         Nature Of Claim     Claim Amount
   ------                         ---------------     ------------
Steve Liebel                      Promissory Note       $4,120,116
2253 Industrial Boulevard
Sarasota, FL 34234

David Chessler - DC Leasing       Promissory Note       $2,932,494
1358 Fruitville Road
Unit 9210
Sarasota, FL 34236

Craig Abbott                      Promissory Note         $762,500
3508 East Laurel Road
Nokomis, FL 34275

Harold Libby                      Promissory Note         $509,350
950 South Tamiami Trail
Sarasota, FL 34236

Lee Neighbors                     Promissory Note         $508,333
4611 Higel
Sarasota, Florida 34242

Nick Melone                       Promissory Note         $406,667
1358 Fruitville Road, Unit 210
Sarasota, FL 34236

Scott Liebel                      Promissory Note         $233,833
5352 Siesta Court
Sarasota, Florida 34242

Chris Liebel                      Promissory Note         $203,336

David Saslow                      Promissory Note         $203,333

J&L Family Partnership            Promissory Note         $152,500

Elisabeth Liebel                  Promissory Note         $101,667

Denham's Holdings                 Promissory Note         $101,667

John Casey                        Promissory Note         $101,667

Howard Miller                     Promissory Note          $91,500

Rebecca Denham                    Promissory Note          $76,250

Joh Compton                       Promissory Note          $50,833

Pete Skokos                       Promissory Note          $50,833

Joe Pietrecki                     Promissory Note          $15,250


LEHMAN BROTHERS: Moody's Cuts Rating to Ba2 on Class M Certs.
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the rating of one class and affirmed the ratings of 12
classes of Lehman Brothers Floating Rate Commercial Mortgage Trust
2006-CCL C2 and placed the rating of one class on review

for possible downgrade as:

   -- Class A-2, $127,910,141, Floating, affirmed at Aaa;
   -- Class X, Notional, affirmed at Aaa;
   -- Class X-FLP, Notional, affirmed at Aaa;
   -- Class B, $32,080,000, Floating, affirmed at Aaa;
   -- Class C, $31,180,000, Floating, affirmed at Aaa;
   -- Class D, $20,790,000, Floating, affirmed at Aaa
   -- Class E, $26,270,000, Floating, upgraded to Aaa from Aa1;
   -- Class F, $22,260,000, Floating, upgraded to Aaa from Aa2;
   -- Class G, $22,260,000, Floating, upgraded to Aa2 from Aa3;
   -- Class H, $21,150,000, Floating, affirmed at A2;
   -- Class J, $21,150,000, Floating, affirmed at A3;
   -- Class K, $20,030,000, Floating, currently rated Baa1; on
      review for possible downgrade;

   -- Class L, $18,920,000, Floating, currently rated Baa2: on
      review for possible downgrade;

   -- Class M, $26,776,000, Floating, downgraded to Ba2 from
      Baa3; on review for further possible downgrade;

   -- Class GRS, $6,211,000, Floating, affirmed at Baa3;
   -- Class PPL, $3,752,000, Floating, affirmed at Baa3;
   -- Class MTH, $1,426,648, Floating, affirmed at Baa3;
   -- Class CGR, $1,600,000, Floating, affirmed at Baa3.

The Certificates are collateralized by 12 senior participation
interests secured by 14 properties.  The loans range in size from
3.0% to 33.1% of the pool based on current principal balances.  As
of the May 15, 2007 distribution date, the transaction's aggregate
certificate balance has decreased by approximately 55.5% to $415.5
million from $932.8 million
at securitization as the result of the payoff of five loans and
partial property releases associated with eight loans.

The trust contains transitional assets that are undergoing
conversion for sale as residential condominiums.  Classes A-2, B,
C, D, E, F, G, H, J, K, L and M are pooled classes and non-pooled
Classes GRS, PPL, MTH and CGR depend on the performance of four
specific loans - 88 Greenwich Street, Parc Place, Mandalay on the
Hudson and Columbus Green.  Moody's is upgrading Classes E, F and
G due to increased credit support from
the loan payoffs and the partial property releases.  Moody's is
downgrading Class M (remains on review for further possible
downgrade) in addition to placing Classes K and L on review for
possible downgrade due to the poor performance of the Old Salem,
The Crossings at Otay Ranch and the Walker Square & Riverbend
Loans.

The four largest loans account amount to 71.0% of the outstanding
pool balance.  Three of these loans are collateralized by
properties located in New York City - 88 Greenwich Street (33.1%),
Parc Place (20.1%) and Columbus Green (8.6%).  Mandalay on the
Hudson, the third largest loan
(9.2%), is secured by a property located in Jersey City, New
Jersey.

The 88 Greenwich Street Loan is secured by 457 residential units
in a building originally constructed as an office building that
was converted to a rental apartment building in 2002.  The
conversion plan has been approved and the project is proceeding in
line with the initial business plan.  Construction on building
upgrades and interior renovations began in January 2006 and
Temporary Certificates of Occupancy are expected to
be received in June 2007.  To date 129 units are in contract at an
average sales price of $790,000 per unit.

The Parc Place Loan is secured by 303 residential units located in
the Battery Park City submarket of New York City.  Model sales
units were reportedly completed by the end of May at which time
the sales effort was to be launched.

The Mandalay on the Hudson Loan is secured by 269 residential
units located in New Jersey on the Hudson River with views of the
New York City skyline.  As of mid-May 2007, 89 units had closed
with 32 units in contract at an average price of $528,400 per
unit.  The contracts represent a small discount from pro forma.
However, approximately 50.0% of these units were sold in as-is
condition.

The Columbus Green Loan is secured by 95 residential units and
13,685 square feet of ground floor retail space.  The property is
well located on the Upper West Side of Manhattan.  Although the
condominium conversion plan has yet to be approved, the borrower
has reportedly received offers to sell the property for
considerably more than the outstanding debt.

Three loans in the pool are not performing in-line with Moody's
initial expectations.  The Crossings at Otay Ranch Loan (4.2%) is
secured by a 168-unit property located in Chula Vista, California.
The mezzanine lender has foreclosed on the borrower's interest and
has commenced a foreclosure action against the property.  The Old
Salem Loan (3.7% - 364
units) and the Walker Square & Riverbend Loan (3.0% - 350 units
contained in two separate properties) are both located in
Charlottesville, Virginia.  The soft condominium market in
Charlottesville has caused the sales volume to decrease in both
properties.  The lender has consented to the borrower leasing
additional units in both properties.


LION GABLES: Moody's Withdraws Ba2 Rating on Credit Facility
------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Lion Gables
Residential Trust for business reasons.

Moody's last rating action regarding Lion Gables was on May 3,
2006, at which time Lion Gables' rating outlook was revised to
stable, from developing.

These ratings were withdrawn:

   -- Lion Gables Realty Limited Partnership -- Ba2 for the
      revolving credit facility.

Lion Gables Realty Limited Partnership is a multifamily REIT
headquartered in Atlanta, Georgia, U.S.A.  As of Dec. 31, 2006,
the REIT had assets of $2.2 billion.


LOTHIAN OIL: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Lothian Oil Inc.
             200 North Loraine
             Suite 400
             Midland, TX 79701

Bankruptcy Case No.: 07-70121

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Lothian Oil (U.S.A.), Inc.                 07-70122
      Lothian Oil Texas I, Inc.                  07-70123
      Lothian Oil Texas II, Inc.                 07-70124
      Lothian Oil Investments I, Inc.            07-70125
      Lothian Oil Investments II, Inc.           07-70126
      LEaD I J.V.G.P., Inc.                      07-70127

Type of Business: The Debtor is a privately owned oil and gas
                  company based in New York, New York, with
                  offices in Midland, Texas and Artesia, New
                  Mexico.  Lothian Oil acquires and operates long-
                  life oil and gas properties for production,
                  development and exploitation.

Chapter 11 Petition Date: June 13, 2007

Court: Western District of Texas (Midland)

Judge: Ronald B. King

Debtors' Counsel: Kourtney P. Lyda, Esq.
                  Haynes and Boone, L.L.P.
                  1221 McKinney, Suite 2100
                  Houston, TX 77010
                  Tel: (713) 547 2590
                  Fax: (713) 236 5687

                               Estimated Assets   Estimated Debts
                               ----------------   ---------------
Lothian Oil, Inc.              $1 Million to     $1 Million to
                               $100 Million      $100 Million

Lothian Oil (U.S.A.), Inc.     $1 Million to         Less than
                               $100 Million           $50,000

Lothian Oil Texas I, Inc.      $1 Million to     $1 Million to
                               $100 Million      $100 Million

Lothian Oil Texas II, Inc.     Less than         Less than
                               $10,000           $50,000

Lothian Oil Investments I,     Less than         Less than
Inc.                           $10,000           $50,000

Lothian Oil Investments II,    Less than         Less than
Inc.                           $10,000           $50,000

LEaD I J.V.G.P., Inc.          Less than         Less than
                               $10,000           $50,000

A. Lothian Oil, Inc's Nine Largest Unsecured Creditors

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Platinum Credit Group, L.L.C.    promissory note     $5,500,000
152 West 57th Street
54th Floor
New York, NY 10019

Arthur Michelson                 credit              $5,500,000
383 Grand Street, Apartment      enhancement
802                              agreement
New York, NY 10002

Walter Mize, individually        promissory notes;   $4,700,000
and as Agent                     value of
2 North Caddo Street             collateral:
Cleburne, TX 76031               $3,400,000

Frio Energy Partners, L.L.C.     lawsuit             $2,800,000
10000 Memorial Drive,
Suite 550
Houston, TX 77024

Kramer Levin Naftails &          trade debt             $64,352
Frankel, L.L.P.

New York Corporation Tax         tax debt               $54,063

Markowitz & Roshco, L.L.P.       trade debt             $17,533

Outsource Your Books, L.L.C.     trade debt              $7,765

Ted Williams                     directors' fees         $5,000

B. Lothian Oil (USA), Inc. does not have any creditors who are not
insiders.

C. Lothian Oil Texas I, Inc's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Patterson-U.T.I. Drilling Co.,   trade debt            $931,555
L.P.
P.O. Box 260111
Dallas, TX 75326-0111

Midland Pipe & Equipment Co.     trade debt            $564,334
P.O. Box 8715
Midland, TX 79708-8715

Cudd Pumping Services, Inc.      trade debt            $564,334
P.O. Box 910080
Dallas, TX 75391

Allstate Environmental Services  trade debt            $436,824
P.O. Box 11322
Midland, TX 79702

Weatherford Completion Systems   trade debt            $377,604
P.O. Box 200019
Houston, TX 77216-0019

Weatherford U.S., L.P.           trade debt            $356,632
P.O. Box 200019
Houston, TX 77216-0019

B.J. Services                    trade debt            $233,668

Key Energy Services              trade debt            $185,628

Allstate Frac Tank Rental,       trade debt            $155,537
L.L.C.

Fas-Line Sales & Rentals, Inc.   trade debt            $113,521

Eddins-Walcher                   trade debt             $97,210

Enertia Software                 trade debt             $96,232

Weatherford Artificial Lift      trade debt             $78,290
Systems, Inc.

Newpark Drilling Fluids, L.L.C.  trade debt             $76,728

Enertech Wireline Services       trade debt             $69,723

Halliburton Energy Services      trade debt             $51,676

Kenworthy Tank Rental, Inc.      trade debt             $51,396

Devonian Dirt Work, L.L.C.       trade debt             $45,640

The Fiber Composite Co., Inc.    trade debt             $40,489


D. Lothian Oil Texas II, Inc. does not have any creditors who are
not insiders.

E. Lothian Oil Investments I, Inc's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Frio Energy Partners, L.L.C.     lawsuit             $2,800,000
10000 Memorial Drive,
Suite 550
Houston, TX 77024

F. Lothian Oil Investments II, Inc. does not have any creditors
who are not insiders.

G. LEaD I JVGP, Inc's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Frio Energy Partners, L.L.C.     lawsuit             $2,800,000
10000 Memorial Drive,
Suite 550
Houston, TX 77024


MID OCEAN: S&P Places Ratings Under Negative CreditWatch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-1, A-1L, and A-2L notes issued by Mid Ocean CBO 2001-1 Ltd., a
CDO of ABS managed by Deerfield Capital Management LLC, on
CreditWatch with negative implications.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since S&P downgraded them on April 7, 2006.  These factors include
deterioration in the par value.

Standard & Poor's noted that as a result of par erosion, the
overcollateralization ratios for the transaction have suffered.
Based on the April 27, 2007, trustee report, the class A O/C ratio
was 99.41%, down from 100.49% at the time of the last rating
action in April 2006 and compared with a minimum ratio of 106%;
the class B O/C ratio was 92.89%, down from 95.3% at the time of
the last rating action and compared with a minimum ratio of 101%.

               Ratings Placed on Creditwatch Negative

                      Mid Ocean CBO 2001-1 Ltd.

                         Rating
                         ------
            Class   To              From      Current balance
            -----   --              ----      ---------------
            A-1     BBB/Watch Neg   BBB           $30,600,000
            A-1L    BBB/Watch Neg   BBB          $131,560,000
            A-2L    B+/Watch Neg    B+            $15,000,000

                        Other Outstanding Rating

                       Mid Ocean CBO 2001-1 Ltd.

                 Class    Rating   Current balance
                 -----    ------   ---------------
                 B-1L     CC           $12,130,000


MODAVOX INC: Epstein Weber Expresses Going Concern Doubt
--------------------------------------------------------
Epstein Weber & Conover PLC, of Scottsdale, Ariz., expressed
substantial doubt about Modavox, Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended Feb. 28, 2006.  The auditing firm noted that
the company incurred significant operating losses during the year
ended Feb. 28, 2006.  The auditing firm also noted that the
company has not yet generated revenue at volumes required to
achieve its plans and support its operations.  Epstein Weber
concluded that there is no assurance that the company will be able
to generate such volume or raise financing sufficient to cover
cash flow deficiencies.

Modavox Inc. posted a $554,082 net loss on $2,659,992 of total
revenues for the year ended Feb. 28, 2007, as compared with a
$2,186,104 net loss on $1,411,553 of total revenues in the prior
year.

At Feb. 28, 2007, the company's balance sheet showed $4,584,155 in
total assets, $500,699 in total liabilities and $4,083,456 in
stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?20f3

                        About Modavox Inc.

Modavox Inc. (OTC BB: MDVX.OB) -- http://www.modavox.com/--
offers Internet broadcasting and produces and syndicates online
audio and video.  It also offers innovative, effective and
comprehensive online tools for reaching targeted niche communities
worldwide.  Through patented Modavox technology, Modavox delivers
content straight to desktops and Internet-enabled devices.
Modavox provides managed access for live and on-demand Internet
Radio Broadcasting, E-learning and Rich Media Advertising.


PAC-WEST: Creditors' Committee Wants Brown Rudnick as Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Pac-West Telecomm Inc. and its debtor-
Affiliates ask the U.S. Bankrutpcy Court for the District of
Delaware for permission to Brown Rudnick Berlack Israels LLP
as its co-counsel, effective as of May 9, 2007.

Brown Rudnick will:

     a. assisting and advising the Committee in its discussions
        with the Debtors and other parties in interest regarding
        the overall administration of these cases;

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

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

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

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

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

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

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

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

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

Brown Rudnick will be paid according to these rates:

            Professional                  Hourly Rate
            ------------                  -----------
            William R. Baldiga, Esq.         $725
            Anthony L. Gray, Esq.            $585
            Thomas H. Montgomery, Esq.       $350
            Other attorneys               $200 to $870
            Paraprofessionals             $175 to $255

The Committee tells the Court that Brown Rudnick will serve as its
co-counsel to the Delaware-based law firm of Womble Carlyle
Sandridge & Rice, PLLC.  The Committee has filed a separate motion
seeking the Court's approval to employ Womble Carlyle as its
co-counsel.

The Committee assures the Court that Brown Rudnick does not
represent an interest adverse to the Debtors' estates.

The firm can be reached at:

             William R. Baldiga, Esq.
             Brown Rudnick Berlack Israels LLP
             One Financial Center
             Boston, Massachussetts 02111
             http://www.brownrudnick.com/

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

The company and its affiliates filed for Chapter 11 protection on
April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through
07-10567).  Jeremy W. Ryan, Esq. and Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $53,883,888 and total
debts of $66,358,711.


PERSISTENCE CAPITAL: Trustee Taps Robinson as Special Counsel
-------------------------------------------------------------
David Hahn, the Chapter 7 Trustee appointed in Persistence Capital
LLC's liquidation proceeding, seeks permission from the United
States Bankruptcy Court for the Central District of California, to
employ Robinson Diamant and Wolkowitz as special counsel.

Robinson Diamant's sole and specific purpose is to continue the
investigation of the transactions between the Debtor and HEB LLC,
Michael Tolson, Envoli Corporation, Scott Haire, Digitally Secured
Communications and Digital Voice Corporation.

Danning Gill Diamond and Kollits LLP, the Trustee's General
Bankruptcy Counsel, has requested a supplement to its employment,
as it has identified a number of potential conflict in
representing the Trustee with these third parties.  In this
connection, the firm finds it necessary to initiate avoidance
actions.

Edward M. Wolkowitz, Esq., a member of Robinson Diamant, tells the
Court of the firm's professionals' hourly rate:

      Professional                         Hourly Rate
      ------------                         -----------
      Lawrence A. Diamant, Esq.                $550
      Edward M. Wolkowitz, Esq.                $540
      Irving M. Gross, Esq.                    $510
      Philip A. Gasteier, Esq.                 $510
      Douglas D. Kappler, Esq.                 $490
      Timothy J. Yoo, Esq.                     $465
      Jeremy W. Faith, Esq.                    $350
      Carmela Maria Z. Tan, Esq.               $290
      Todd A. Frealy, Esq.                     $290
      Ann Waldrop-Sokolowski                   $190
      Myrna R. Richardson                      $185

Mr. Wolkowitz assures the court that the firm is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Wolkowitz can be reached at:

         Edward M. Wolkowitz, Esq.
         Robinson Diamant Wolkowitz
         Suite 1500
         No. 1888 Century Park East
         Los Angeles, CA 90067

Based in Westlake Village, California, Persistence Capital LLC --
http://persistencecapitalllc.com/-- filed a voluntary chapter 11
petition on Sept. 13, 2005 (Bankr. C.D. Calif. Case No. 05-16450).
Lawrence R. Young, Esq., in Downey, California, represents the
Debtor in its restructuring proceedings. David Hahn, the Court-
appointed Chapter 11 trustee, is represented by Steven J.
Schwartz, at Danning, Gill, Diamond, and Kollitz, in Los Angeles,
California.  When the Debtor filed for protection from its
creditors, it listed $85,000,000 in total assets and $28,602,241
in total debts.


PLAINS EXPLORATION: Sells $600 Million of 7-3/4% Senior Notes
-------------------------------------------------------------
Plains Exploration & Production Company has sold $600 million of
7-3/4% Senior Notes that will mature June 15, 2015.  The notes
were sold to the public at par.  Net proceeds will be used to
repay borrowings under PXP's revolving credit facility.

Interest is payable June 15th and December 15th of each year.  The
first interest payment will be made on Dec. 15, 2007, and will
consist of interest from closing to that date.  The offering is
expected to close on June 19, 2007.

The offering was underwritten by J.P. Morgan Securities Inc. and
Lehman Brothers Inc., who acted as joint book-running managers for
the offering.

The offering was made only by means of a prospectus and related
prospectus supplement, copies of which may be obtained from J. P.
Morgan Securities Inc., 270 Park Ave., 8th Floor, Attention:
Syndicate Desk, New York, NY 10017, 212-834-4533; or Lehman
Brothers Inc., Attention: Prospectus Department, 745 7th Avenue,
New York, NY 10019, 888-603-5847.

Headquartered in Houston, Plains Exploration & Production Co. has
about 95% of its reserves located in onshore California in the Los
Angeles Basin and San Joaquin Valley Basin, with additional
reserves in offshore California in the Santa Maria Basin as well
as in the GOM.  It also conducts a large non-operated exploration
effort to the deep geologic horizons beneath the GOM and in the
deepwater regions of the GOM.

                          *     *     *

As reported in the Troubled Company Reporter on April 23, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Plains Exploration & Production Co.  At the same
time, S&P placed its 'BB-' unsecured issue rating for PXP on
CreditWatch with negative implications.  The rating actions follow
PXP's disclosure that it will be acquiring 386 billion cubic
feet equivalent of proved oil and gas reserves and a 25% interest
in the Collbran Valley Gathering System in the Piceance Basin from
an undisclosed private company. The outlook remains stable.


PPM AMERICA: Fitch Pares Rating on $68.5 Million Class A-1 Notes
----------------------------------------------------------------
Fitch has taken these ratings actions with immediate effect on PPM
America High Yield CBO I, Ltd.:

    -- $68,556,067 class A-1 notes downgraded to 'CC/DR3' from
       'B/DR1';

    -- $22,000,000 class A-2 accreting notes affirmed at 'AAA';

    -- $55,700,000 class A-3 notes remain at 'C' and the DR
       rating revised to 'DR5' from 'DR4';

    -- $73,100,000 class B notes remain at 'C/DR5'.

PPM High Yield CBO I is a collateralized bond obligation that
closed March 2, 1999, and is managed by PPM America, Inc.  PPM
High Yield CBO I has a portfolio composed of high yield  corporate
bonds.  Included in this review, Fitch discussed the current state
of the portfolio with the asset manager and their portfolio
management strategy going forward.  In addition, Fitch conducted
cash flow modeling utilizing various default timing and interest
rate scenarios to measure the breakeven default rates going
forward relative to the minimum cumulative default rates required
for the rated liabilities.

The class A-1 notes are downgraded because the notes are now
undercollateralized as a result of principal proceeds being
diverted to pay current interest for the class A-3 and B notes. On
the June 1, 2007, payment date, approximately $3.4 million of
principal proceeds were used to pay current interest on the class
A-3 and B notes.  Continued diversion of principal to pay interest
to the class A-3 and B notes will result in further
undercollateralization as time passes.  The $68,556,067 of
outstanding class A-1 notes is now supported by approximately $65
million par amount of collateral and principal proceeds held as
cash.  In addition, there exists a swap reserve account which
currently contains $6.7 million.

There are two possible scenarios that could benefit the class A-1
noteholders. First, if the interest default test is triggered,
interest payments to the class A-3 and B notes would be used to
redeem the class A-1 notes.  The test can be triggered by either
the cumulative default level reaching 54% or the current default
percentage reaching 8% in any given payment period.  The second
scenario is the possibility of an interest shortfall to the class
A-1 notes, which would trigger an event of default allowing for a
possible acceleration of the life of the transaction.  However,
either scenario would only improve the recovery expectations of
the class A-1 notes.

The DR rating on the A-3 notes is lowered due to decreased
recovery expectations.  The class A-3 and B noteholders will
receive interest payments as long as sufficient principal proceeds
are available; however both classes are now significantly
undercollateralized.

The class A-2 accreting notes were defeased with a U.S. treasury
instrument maturing on May 15, 2011.  The 'AAA' rating on the
class A-2 notes reflects the treasury strip rating collateralizing
the notes.


RJO HOLDINGS: Moody's Assigns Corporate Family Rating at B2
-----------------------------------------------------------
Moody's Investors Service assigned a first-time Corporate Family
Rating of B2 to RJO Holdings Corp.  Moody's also assigned first-
time B2 and B3 ratings to a $385 million first-lien term loan and
a $150 million second-lien term loan, respectively.

The credit facilities are fully guaranteed and secured by the
parent and the direct and indirect subsidiaries of the issuer,
with the exception of those registered as regulated broker-
dealers.  The outlook on all the ratings is stable.

RJO is the parent company that owns 100% of RJ O'Brien &
Associates, LLC, a futures commission merchant and a full clearing
member of all the major U.S. futures exchanges.  RJO recently
announced a definitive agreement under which two private equity
firms, Spectrum Equity Investors and Technology Crossover
Ventures, will acquire a majority stake in the company from the
O'Brien family, which will remain a minority
shareholder in the new entity.  The leveraged buyout is being
partially financed by $535 million in new bank facilities with the
remainder of the consideration financed by equity investments from
the private equity sponsors, the O'Brien family, and the current
company management.

In explaining the assigned rating, Moody's noted that RJO has a
strong brokerage franchise in the rapidly growing exchange-traded
derivatives business.  Although it is one of the oldest FCMs in
existence, the company has enjoyed its strongest growth in the
last several years as trading volumes in exchange-traded
derivatives have increased.  Moody's expects this positive secular
trend to continue through the inevitable market
cycles and views RJO as relatively well-positioned to participate
in this growth.

At the outset, however, RJO's financial flexibility is
significantly constrained by the high degree of financial leverage
embedded in the company's capital structure and the resulting
relative weakness in its credit metrics, such as Debt/EBITDA and
interest coverage.  In light of the negative equity resulting from
the LBO premium, and the substantial
amount of debt relative to cash flow, a commitment to rapid
delevering is critical in order to strengthen the company's credit
profile.  Although the mandatory debt amortization is minimal, the
stability of the company's business model and the expected
continuity of operating strategy, coupled with positive industry
trends, should have a positive impact on free cash flow available
to pay down debt.  The company's financial policy will play a
critical role in whether leverage is, in fact, reduced
and management has indicated that it plans to de-lever
aggressively in the coming years.

The dominant portion of RJO's revenues is derived from servicing
several hundred introducing brokers.  In addition to brokering and
clearing trades placed by IBs' clients on an agency-only basis,
RJO also provides them additional services including an
internally-developed trading platform, market research, and
business development assistance.  RJO's full-service strategy has
so far been successful in protecting the company's margins against
the pricing pressures attendant in the agency-only brokerage model
and has also kept customer attrition low.

In servicing introducing brokers, RJO effectively assumes custody
of the IBs' end-clients' accounts (primarily small and mid-size
businesses and retail investors) and guarantees their trades to
the exchanges on which the trades are executed. Because trades are
often placed on margin, this exposes RJO to potential credit
losses from significant adverse market movements in its end-
clients' positions.  In Moody's view, RJO has implemented a sound
risk management and margining framework and its history of
virtually no credit losses lends support to the company's credit
rating.

RJO's other clients include financial institutions and commercial
agribusinesses, to whom it provides execution and clearing
capabilities as well as research, consulting services relating to
hedging strategies, and internally-developed order routing and
trading software.  If RJO can continue growing its presence in
these higher-margin segments, this can further increase the
overall profitability of the company, which has
been improving in the past several years.

The B3 rating on the second-lien facilities, which is one notch
lower than the CFR, results from their structural subordination to
the first-lien facilities in the capital structure of the firm.

What Could Change the Rating -- UP

The ratings could go up if the company achieves and sustains its
targets of lower leverage and improved interest coverage by means
of an aggressive reduction of debt and/or strong growth in
earnings.  A sustained and profitable growth in revenue,
particularly from sources less dependent on cyclical revenue
drivers like trading volumes, would also exert upward pressure on
the ratings.

What Could Change the Rating -- DOWN

The ratings could go down if there is a significant change in the
capital structure that increases leverage and negatively impacts
the already thin interest coverage.  A slowdown in earnings
stemming from a prolonged decline in executed trade volumes or
market share erosion in the company's major business lines would
also weigh negatively on the ratings.  Regulatory problems and/or
meaningful credit losses indicative of inadequate controls and
risk management would likely lead to a downgrade as well.

These ratings were assigned:

RJO Holdings Corp.:

   -- Corporate Family Rating -- B2;

   -- $385 Million 7-Year First-Lien Term Loan -- B2;

   -- $50 Million 6-Year First-Lien Revolving Credit Facility --
      B2;

   -- $150 Million 8-Year Second-Lien Term Loan -- B3;

   -- The outlook on all the ratings is stable.

RJO Holdings Corp. is a holding company whose principal
subsidiary, R.J. O'Brien & Associates, Inc., is among the largest
U.S. independent futures brokerage firms and is a full clearing
member of all the major U.S. futures exchanges.  For the year
ended Dec. 31, 2006, the company generated revenues of $325
million and had over $2.1 billion in total segregated customer
assets.


SHIFT NETWORKS: Court Extends CCAA Protection to September 7
------------------------------------------------------------
The Alberta Court of Queen's Bench extended Shift Network, Inc.'s
creditor protection under the Companies Creditors Arrangements Act
for an additional period expiring on Sept. 7, 2007.

If, by Sept. 7, 2007 the company has not filed a Plan of
Arrangement, it will, if considered appropriate, apply for a
further extension order.

The company had obtained debtor-in-possession financing subject to
terms and conditions, in order to finance its working capital
needs and the continued growth of its customer base while under
CCAA protection.  If further financing is required by the company,
the Court has authorized Shift, subject to the approval of the
Court-appointed Monitor, PricewaterhouseCoopers Inc., to negotiate
with its lender an increase in the principal amount of the DIP
Loan from the previously authorized $1,500,000 to $1,650,000.

Trading in the shares of the company were suspended on
June 8, 2007 pursuant to TSX-V Policy 2.9, as the company has less
than three directors.  Mr. Trent Johnsen remains the sole
director, President and Chief Executive Officer of the company.

Under CCAA protection, Shift continues with its day-to-day
operations, including the provisioning and delivery of voice over
IP business telephone services to small-to-medium business
customers in Calgary, Edmonton, Vancouver, Victoria, Toronto and
Ottawa and reports continued adoption of its unique hosted VoIP
services.

The company reports the following updates:

   -- combined activations and new sales of over 600 new Shift
      Subscribers;

   -- reduction of operating expenditures by approximately
      $230,000 per month;

   -- key suppliers and vendors continued support of Shift's
      ongoing operations;

   -- significant network software upgrades to add enhanced system
      management features;

   -- development of a new simplified Shift service bundle
      including enhanced feature set and free long distance to an
      additional 50 countries;

   -- hiring of a Senior Manager, Accounting and Finance, with
      financial restructuring experience;

For the benefit of all creditors, a claims procedure and a claims
bar date of July 31, 2007 has been established via a Claims
Procedure Order granted on June 7, 2007.

Information on the claims procedure, court filings and other
information relating to Shift is available at the Monitor's web
site at http://www.pwc.com/brs-shift/

                       About Shift Networks

Shift Networks Inc. -- http://shiftnetworks.com/-- (TSX VENTURE:
SHF) is a voice and high-speed Internet access provider to small
and medium businesses.  The company generates revenues through two
sources: offering a suite of voice-over Internet protocol services
to commercial clients through its network and the resale of
telecommunications services provided by third parties.  During the
year ended December 31, 2005, it discontinued the legacy line of
business in order to focus specifically on VoIP services.


SHINGLE SPRINGS: Moody's Rates $450 Million Senior Notes at B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD4, 52%) to Shingle
Springs Tribal Gaming Authority's $450 million senior notes due
2015.  A B3 corporate family rating, B3 probability of default
rating, and a stable ratings outlook was also assigned.

Proceeds from the new senior notes along with funds from an
existing loan from Lakes Entertainment and a furniture, fixture
and equipment facility that the Authority plans to obtain prior to
opening, will be used to fund the design, development and
construction of the $584 million Foothills Oaks Casino development
project.  The casino is scheduled to open in the fourth quarter of
2008.  Proceeds from the transaction will
also fund the construction of a highway interchange that will
provide direct access to the facility from Highway 50, a major
route connecting Sacramento, CA to Lake Tahoe, NV.  Lakes
Entertainment, an independent casino development and management
company, will be responsible for the development, opening, and
ongoing operation of Foothills Oaks Casino.

The ratings acknowledge the Authority's debt financed ground-up
development plans, pro forma small size, and single asset profile.
In addition, it takes into account that there are several large
casinos already operating in Foothill Oaks' primary market area.
Foothill Oaks is expected to have a liquor license upon opening.
Not having one would put it at a slight competitive disadvantage
considering that competing casinos in its primary market area
operate with a liquor license.  Positive ratings consideration is
given to the proposed casino's good location and favorable market
demographics.  The Foothills Oaks Casino will be located
approximately 35 miles outside of Sacramento.  Additionally, the
ratings take into account the secured nature of revenues, the
waterfall payment structure and the inclusion of an interest
reserve that will service the first three semi-annual interest
payments.

The stable outlook considers that despite the significant size of
the casino development, the project has a good risk/reward profile
given the established nature and favorable demand characteristics
of Foothills Oak Casino's primary and secondary market area, and
that pro forma debt/EBITDA is expected to be below 5.0 times.  The
outlook anticipates that the Authority will be successful in
obtaining a $65 million furniture, fixture and equipment
financing, and assumes that the casino and highway interchange
will be constructed on time and on budget. Material construction
delays, access difficulties, and/or slower than expected ramp-up
could have a negative impact on ratings.


Key to the assignment of the B3 corporate family rating is the
uncertainty associated with pending litigation with Sharp Image
Gaming given that final judgments in excess of $10 million that
are not successfully appealed or paid within 60 days trigger an
event of default under the senior note indenture.  An adverse
ruling, particularly if it results in the trigger of an event of
default, would result in downgrade.  Successful resolution of this
litigation could result in a one-notch upgrade.  The corporate
family rating could improve two-notches if the litigation is
successfully resolved and the project is completed as planned and
performs at a level that exceeds expectations.

The Shingle Springs Tribal Gaming Authority is an instrumentality
of the Shingle Springs Band of Miwok Indians. The Authority was
formed in May 2004 to develop and operate related businesses of
the Tribe, including the Foothills Oaks Casino.


SIRIUS SATELLITE: S&P Lifts Corporate Credit Rating to CCC+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York-based Sirius Satellite Radio Inc. to 'CCC+'
from 'CCC'.

All ratings remain on CreditWatch with positive implications,
where they were placed on Feb. 20, 2007, following the company's
definitive agreement to an all-stock "merger of equals" with
competitor XM Satellite Radio Holdings Inc. (CCC+/Watch Pos/--).

At the same time, Standard & Poor's assigned its 'B' bank loan
rating (two notches above the corporate credit rating) and
recovery rating of '1' to the company's proposed $250 million
senior secured credit facility, indicating the expectation for
very high (90%-100%) recovery in the event of a payment default.

The facility consists of a $250 million term loan B due 2012 and
is the company's only secured debt issuance, representing less
than 20% of Sirius' pro forma capitalization.

"The upgrade is based on the company's improved operating metrics
since the time of the original rating and its momentum in gaining
market share from its competitor, XM," said Standard & Poor's
credit analyst Michael Altberg.

The facility's small size and its claim on key assets
significantly increase recovery prospects for the loan.

"Still, the company has extremely limited borrowing capacity at
the current recovery rating level," said Mr. Altberg.

S&P expects that proceeds from the transaction will be used for
general corporate purposes and to provide Sirius with increased
liquidity and flexibility until it achieves positive free cash
flow.  Pro forma for the proposed transaction, total debt
outstanding as of March 31, 2007, was roughly $1.32 billion.

The very low speculative-grade rating on Sirius reflects the
company's substantial debt load and continuing EBITDA losses and
cash flow deficits.  It further reflects intermediate-term
liquidity concerns if Sirius doesn't reach free cash flow
breakeven as soon as expected or if it has difficulty accessing
capital markets.  A slowdown in net subscriber growth and
uncertainty surrounding the potential merger with XM and the
overall long-term demand for pay-radio services also contribute to
the low rating.

These risks are minimally offset by Sirius' near-term liquid
assets of $511 million, pro forma for the transaction, and
progress toward narrowing its cash flow deficits.


SKILLED HEALTHCARE: Moody's Holds B2 Rating on Good Performance
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Skilled Healthcare Group, Inc., reflecting the company's
continued positive performance since its December 2005 acquisition
by Onex Capital Partners LP.

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

Concurrently, Moody's lowered the rating on the company's senior
secured credit facilities from Ba3 to B1 in accordance with the
application of Moody's Loss Given Default methodology.  The change
in the rating reflects the decrease in the amount of loss
absorption below the senior secured credit facilities.  It also
reflects the increase in the proportion of the capital structure
comprised of senior secured debt resulting from the repayment of a
portion of the senior subordinated notes and the increase in the
size of the company's revolver to $100 million from $75
million.

The ratings reflect the company's continued focus on higher acuity
Medicare patients resulting in an attractive quality mix (defined
as non-Medicaid revenue as a percentage of total revenue).  The
attractive mix has contributed to an adjusted EBIT margin that is
considered strong for the rating category. Additionally, the
company continues to invest in its Express Recovery Units, which
target Medicare and managed care patients requiring medical and
rehabilitation care.

The ratings also continue to reflect Skilled Healthcare's
relatively small size and lack of geographic diversification.
Additionally, the ratings remain constrained by cash flow coverage
of debt metrics that are weak for the rating category. However,
the positive outlook anticipates improvement in credit metrics in
the near-term from the expected reduction in debt and continued
growth in revenue and operating profit.


A summary of Moody's actions.

Ratings affirmed; LGD Assessments revised:

   -- Corporate Family Rating, B2;

   -- Senior subordinated notes due 2014, to Caa1 (LGD5, 87%)
      from Caa1 (LGD5, 82%);

   -- Speculative Grade Liquidity Rating, SGL-2;

   -- Probability of Default Rating, B2.

Ratings lowered:

   -- Senior secured revolving credit facility due 2010, to B1
     (LGD3, 34%) from Ba3 (LGD2, 27%);

   -- Senior secured first lien term loan due 2012, to B1 (LGD3,
      34%) from Ba3 (LGD2, 27%);

   -- Outlook to positive from stable.

Headquartered in Foothill Ranch, CA, Skilled Healthcare operates
long-term care facilities and provides a variety of post-acute
care services, with a strategic emphasis on sub-acute specialty
healthcare.  The company operates skilled nursing facilities,
assisted living facilities, and hospice locations.  Further, the
company provides ancillary services such as physical, occupational
and speech therapy in its facilities and unaffiliated facilities
and is a member of a joint venture providing institutional
pharmacy services in Texas.  Moody's estimates that Skilled
Healthcare recognized revenue of approximately $551 million for
the 12 months ended March 31, 2007.


SOLOMON DWEK: Case Summary & 121 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Solomon Dwek
             311 Crosby Avenue
             Deal, NJ 07723

Bankruptcy Case No.: 07-11757

Debtor-affiliates filing separate chapter 11 petitions on
June 13, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Raleigh, L.L.C.                       07-18316
      Greenwood Plaza Acquisitions, L.L.C.       07-18317
      Sinking Springs II, L.L.C.                 07-18318
      Sinking Springs, L.P.                      07-18320

Debtor-affiliates filing separate chapter 11 petitions on
May 1, 2007:

      Entity                                     Case No.
      ------                                     --------
      1631 Highway 35, L.L.C.                    07-16041
      167 Monmouth Road, L.L.C.                  07-16045
      2100 Highway 35, L.L.C.                    07-16048
      230 Broadway, L.L.C.                       07-16049
      264 Highway 35, L.L.C.                     07-16052
      374 Monmouth Road, L.L.C.                  07-16053
      55 North Gilbert, L.L.C.                   07-16054
      601 Main Street, L.L.C.                    07-16055
      6201 Route 9, L.L.C.                       07-16057
      Aberdeen Gas, L.L.C.                       07-16058
      Bath Avenue Holdings, L.L.C.               07-16060
      Belmar Gas, L.L.C.                         07-16061
      Berkeley Heights Gas, L.L.C.               07-16062
      Brick Gas, L.L.C.                          07-16064
      Dover Estates, L.L.C.                      07-16065
      Dwek Gas, L.L.C.                           07-16066
      Dwek Hopatchung, L.L.C.                    07-16067
      Dwek Income, L.L.C.                        07-16068
      Dwek Ohio, L.L.C.                          07-16069
      Dwek Pennsylvania, L.P.                    07-16071
      Dwek Wall, L.L.C.                          07-16072
      Dwek Woodbridge, L.L.C.                    07-16073
      Kadosh, L.L.C.                             07-16074
      Lacey Land, L.L.C.                         07-16075
      Monmouth Plaza, L.L.C.                     07-16076
      P&Y Holdings, L.L.C.                       07-16077
      Sugar Maple Estates, L.L.C.                07-16078
      West Bangs Avenue, L.L.C.                  07-16079
      Beach Mart, L.L.C.                         07-16104

Debtor-affiliates filing separate chapter 11 petitions on
February 28, 2007:

      Entity                            Case No.
      ------                            --------
      Dwek Trenton Gas, LLC             07-12794
      Neptune Gas, LLC                  07-12796
      Route 33 Medical, LLC             07-12798
      1111 Eleventh Avenue              07-12799
      Dwek North Olden, LLC             07-12800
      Dwek State College, LLC           07-12802

Type of Business: The Debtors are properties of real estate
                  developer Solomon Dwek.  Mr. Dwek was accused of
                  defrauding P.N.C. Bank by depositing a bad
                  $25-million check on April 24, 2006 and then
                  transferring out most of the money the next day.

                  An involuntary chapter 7 petition was filed
                  against Mr. Dwek on Feb. 9, 2007 with the U.S.
                  Bankruptcy Court for the District of New Jersey.
                  On Feb. 22, 2007, the Court converted the case
                  to a chapter 11 reorganization under supervision
                  of a trustee.

Chapter 11 Petition Date: May 5, 2007

Court: District of New Jersey (Trenton)

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, L.L.C.
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484

Debtor-affiliates filing separate chapter 11 petitions on
June 13, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
Dwek Raleigh, L.L.C.                  $6,250,291     $5,120,286
Greenwood Plaza Acquisitions,         $7,384,944     $5,332,924
L.L.C.
Sinking Springs II, L.L.C.            $4,317,585     $2,676,477
Sinking Springs, L.P.                 $3,958,181     $3,919,222

Debtor-affiliates filing separate chapter 11 petitions on
May 1, 2007:
                                     Total Assets   Total Debts
                                     ------------   -----------
1631 Highway 35, L.L.C.                  $969,824      $235,379
167 Monmouth Road, L.L.C.              $2,010,780      $782,872
2100 Highway 35, L.L.C.                $3,364,561   $20,126,806
230 Broadway, L.L.C.                   $1,024,775    $5,411,444
264 Highway 35, L.L.C.                   $804,745      $422,973
374 Monmouth Road, L.L.C.                $756,984    $5,115,620
55 North Gilbert, L.L.C.               $5,100,907    $3,618,102
601 Main Street, L.L.C.                $2,486,713    $5,000,000
6201 Route 9, L.L.C.                   $1,500,048    $1,136,975
Aberdeen Gas, L.L.C.                     $300,100           $75
Bath Avenue Holdings, L.L.C.             $427,386    $5,002,253
Belmar Gas, L.L.C.                       $902,777    $7,000,000
Berkeley Heights Gas, L.L.C.           $3,765,774    $9,590,389
Brick Gas, L.L.C.                        $569,110            $0
Dover Estates, L.L.C.                  $5,000,000    $2,078,935
Dwek Gas, L.L.C.                       $3,909,148    $3,000,000
Dwek Hopatchung, L.L.C.                  $901,509      $645,506
Dwek Income, L.L.C.                    $8,491,631   $12,071,262
Dwek Ohio, L.L.C.                        $630,065      $504,185
Dwek Pennsylvania, L.P.                $1,505,779    $1,142,160
Dwek Wall, L.L.C.                      $4,283,804    $2,213,029
Dwek Woodbridge, L.L.C.                $4,995,979    $2,863,687
Kadosh, L.L.C.                           $900,121      $750,395
Lacey Land, L.L.C.                       $850,027      $290,075
Monmouth Plaza, L.L.C.                   $752,829      $399,380
P&Y Holdings, L.L.C.                     $637,630      $338,640
Sugar Maple Estates, L.L.C.            $7,520,388    $5,472,159
West Bangs Avenue, L.L.C.                $500,536      $248,343
Beach Mart, L.L.C.                       $855,318    $5,468,135


Creditors who filed the involuntary chapter 7 against Solomon
Dwek:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
PNC Bank, N.A.                   Loans                $22,993,731
5th Avenue and Wood Street
Pittsburgh, PA 15222

Washington Mutual Bank           Loans                $22,660,558
1301 2nd Avenue
WMC 3501
Seattle, WA 98101

Four Star Builders               Indemnification of       $58,387
1301 Route 33, Suite 3E          Claim on Home
Neptune, NJ 07753                Buyer's Warranty

A. 2100 Highway 35, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Barry Kantrowitz                 February, March         $8,750
167 Monmouth Road                & April due at
Oakhurst, NJ 07755               $2,917 per month

B. 1631 Highway 35, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Michael Gilman                   commissions             $7,177
708 Highway 35
Neptune, NJ 07753

                                 management fees         $2,420

Ocean Dinettes                   lease of premises      unknown
1631 Highway 35                  at 1631 Highway 35
Neptune, NJ 07753

C. 167 Monmouth Road, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
J.C.P.&L.                        utilities              unknown
P.O. Box 3687
Akron, OH 44309-3687

N.J.N.G.                                                unknown
P.O. Box 1378
Belmar, NJ 07715-0001

D. 230 Broadway, LLC's Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Gilman Commercial Realty,        property                $2,160
L.L.C.                           management fees
708 Highway 35                   -- 3 months at
Neptune, NJ 07753                $648

Baris Alkoc Hens, Inc.           lease deposit          unknown
230 Broadway
Unit 3
Long Branch, NJ 07740

Barry Associates, L.L.C.         commissions            unknown
1907 Highway 35
Oakhurst, NJ 07740

Brigitte Lee                     lease deposit          unknown

Crown Fried Chicken              lease deposit          unknown

Fredy Morales & Howard Canty     lease deposit          unknown

Gina Aponte                      lease deposit          unknown

Jose Taveras                     lease deposit on       unknown
                                 Grocery Store at
                                 230 Broadway

Luis & Giovanna DaCosta          lease deposit          unknown

E. 264 Highway 35, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Valley National Bank             multi-use             $413,348
P.O. Box 988                     commercial
Wayne, NJ 07474-0988             building located
                                 at 264 Highway
                                 35, Eatontown,
                                 NJ; value of
                                 security:
                                 $800,000

Communications Depot, Inc.       lease deposit           $8,000
264 Highway 35
Eatontown, NJ 07724

N.J.N.G.                                                 $1,186
P.O. Box 1378
Belmar, NJ 07715-0001

St. Paul's Travelers Insurance                             $311

J.C.P.&L.                                                  $128

F. 374 Monmouth Road, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
A.E.M. Communications, Inc.      tenant            unknown
374 Monmouth Road
West Long Branch, NJ 07764

Alcaron, Raphael & DeJesus       tenant            unknown
374 Monmouth Road
West Long Branch, NJ 07764

Alfredo Osorio & Hector Bello    tenants           unknown
374 Monmouth Road
West Long Branch, NJ 07764

Myroma Products, Inc.            tenant            unknown

Nelly's Pizza                    tenant            unknown

G. 55 North Gilbert, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Broadway Premium Funding Corp.   insurance              $20,734
P.O. Box 277493
Atlanta, GA 30384-7493

Coastal Property Maintenance,    property                  $241
L.L.C.                           management

H. 601 Main Street, LLC did not submit a list of its largest
   unsecured creditors.

I. 6201 Route 9, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Hochberg, Addeo & Polacco,                                 $100
L.L.C.
1 Industrial West
Eatontown, NJ 07724

J. Aberdeen Gas, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Hochberg, Addeo & Polacco,                                  $75
L.L.C.
1 Industrial West
Eatontown, NJ 07724

N.J.D.E.P.                                              unknown
401 East State Street
Trenton, NJ 08625-0402

K. Bath Avenue Holdings, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Deborah Scott                    lease deposit           $1,200
317-325 Bath Avenue
Long Branch, NJ 07740

Kensington CT. Condominium                                 $720
Association
P.O. Box 4039
Long Branch, NJ 07740

Hochberg, Addeo & Polacco,                                 $175
L.L.C.
1 Industrial West
Eatontown, NJ 07724

N.J.N.G.                                                   $156

J.C.P.&L.                                                    $2

L. Belmar Gas, LLC did not submit a list of its largest unsecured
   creditors.

M. Berkeley Heights Gas, LLC did not submit a list of its largest
   unsecured creditors.

N. Brick Gas, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
N.J.D.E.P.                                              unknown
401 East State Street
Trenton, NJ 08625-0402

O. Dover Estates, LLC's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Four Star Builders                                      unknown
1301 Route 33, Suite 3-E
Neptune, NJ 07753-5181

Henry L. Kent-Smith, Esq.        land use attorney      unknown
Saul Ewing
750 College Road East
Princeton, NJ 08540-6617

Kenderian-Zilinski                                      unknown
Associates, P.A.
1955 Highway 34,
Building 1-A
Wall, NJ 07719

P. Dwek Gas, LLC's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
D.M.R. Lawns & Landscapes, Inc.                          $1,101
28 Broad Street
Eatontown, NJ 07724

Arthur Addeo, C.P.A.                                       $150
Hochberg, Addeo & Polacco,
L.L.C.
1 Industrial West
Eatontown, NJ 07724

Coastal Lawn Services,                                      $27
L.L.C.

Attorney General,                                       unknown
State of New Jersey

N.J.D.E.P.                                              unknown

Q. Dwek Hopatchung, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Broadway Premium Funding Corp.   insurance               $4,429
P.O. Box 277493
Atlanta, GA 30384-7493

R. Dwek Income, LLC's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
G.K. Commercial Realty Group                            $33,918
P.O. Box 331
Baptistown, NJ 08803-0331

J. Campoli & Sons                trade debt              $1,564
28 Milton Street
Cresskill, NJ 07626

Coastal Property                 property                $1,444
Maintenance, L.L.C.              management
167 Monmouth Road
Oakhurst, NJ 07755

P.S.E.&G.                        utilities               $1,366

Capital Property                 property                $1,322
Management, L.L.C.               management

United Water New Jersey          utilities                  $44

Chakeema Deans                   security               unknown
                                 deposit

Corlies Convenience Store        security               unknown
                                 deposit

E-Techknowledge, Inc.            security               unknown
                                 deposit

Mascott                          security               unknown
                                 deposit

P.N.C. Financial Services        security               unknown
Group                            deposit

Ricko Transport, Inc.            security               unknown
                                 deposit

Tyhisa Farrell                   security               unknown
                                 deposit

Yang's Restaurant, Inc.          security               unknown
                                 deposit

S. Dwek Ohio, LLC did not submit a list of its largest unsecured
   creditors.

T. Dwek Pennsylvania, LP's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Premium Assignment Corporation                           $5,659
3522 Thomasville Road
P.O. Box 3066
Tallahassee, FL 32315

Dwek Ohio, L.L.C.                                        $5,000
167 Monmouth Road
Oakhurst, NJ 07755

Corporation Service Company                                $583
P.O. Box 13397
Philadelphia, PA 19101-3397

U. Dwek Wall, LLC did not submit a list of its largest unsecured
   creditors.

V. Dwek Woodbridge, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dwek Ohio, L.L.C.                                       $10,000
167 Monmouth Road
Oakhurst, NJ 07755

W. Kadosh, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property Maintenance,    property                  $395
L.L.C.                           management
167 Monmouth Road
Oakhurst, NJ 07755

X. Lacey Land, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Arthur Addeo, C.P.A.                                        $75
Hochberg, Addeo & Polacco,
L.L.C.
1 Industrial West
Eatontown, NJ 07724

Four Star Builders                                      unknown
1301 Route 33, Suite 3-E
Neptune, NJ 07753-5181

Henry L. Kent-Smith, Esq.        land use attorney      unknown
Saul Ewing
750 College Road East
Princeton, NJ 08540-6617

Kenderian-Zilinski               engineering firm       unknown
Associates, P.A.

Monteforte Architectural         services               unknown
Studio

Y. Monmouth Plaza, LLC did not submit a list of its largest
   unsecured creditors.

Z. P&Y Holdings, LLC did not submit a list of its largest
   unsecured creditors.

AA. Sugar Maple Estates, LLC did not submit a list of its largest
    unsecured creditors.

AB. West Bangs Avenue, LLC's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property Maintenance,    property                  $120
L.L.C.                           management
167 Monmouth Road
Oakhurst, NJ 07755

Four Star Builders                                      unknown
1301 Route 33, Suite 3-E
Neptune, NJ 07753-5181

Kenderian-Zilinski                                      unknown
Associates, P.A.
1955 Highway 34,
Building 1-A
Wall, NJ 07719

AC. Beach Mart, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Two Rivers Water Reclamation                               $196
Authority
1 Highland Avenue
Monmouth Beach, NJ 07750

Cutting Edge Lawn Service,                                 $160
L.L.C.
17 Tall Oaks Drive
Hazlet, NJ 07730

AD. Dwek Raleigh, LLC's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
A.D.T. Security Services, Inc.                          unknown
P.O. Box 371967
Pittsburgh, PA 15250

AT&T                                                    unknown
P.O. Box 2971
Omaha, NE 68103

Boulevard Gold Exchange          lease                  unknown
1100 North Raleigh Boulevard
Raleigh, NC 27610

Citi Trends                      lease                  unknown

Family Dollar                    lease                  unknown

Food Lion #757                   lease                  unknown

H.&R. Block Field Real Estate    lease                  unknown

Rent A Center #371               lease                  unknown

Simply Fashion Stores, Inc.      lease                  unknown

Subway #13926                    5298.99                unknown

Mr. Freeze Records               lease                  unknown

Dominion Healthcare              security deposit        $3,000
Services                         on lease

Phyllis Branch                   security deposit        $2,800
                                 on lease

Fresh & Clean                    security deposit        $2,383
                                 on lease

Messiah Clothing, Inc.           security deposit        $1,500
                                 on lease

Beauty Mart                      security deposit        $1,400
                                 on lease

Foxy Nails                       security deposit        $1,050
                                 on lease

Southeastern Protective          security services       $1,200
Services

Lams Garden Restaurant           security deposit          $944
                                 on lease

BellSouth                                                   $49

AE. Greenwood Plaza Acquisitions, LLC's 16 Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Advance America                  lease                  unknown
246 Bypass 72 Northwest
Greenwood, SC 29649

Bank of America                  lease                  unknown
246 Bypass 72 Northwest
Greenwood, SC 29649

Blockbuster Videos, Inc.         lease                  unknown
246 Bypass 72 Northwest
Greenwood, SC 29649

Dollar General Corp.             lease                  unknown

Farmers Furniture                lease                  unknown

Great Wall Chinese               lease unit 70          unknown
Restaurant

                                 lease unit 80          unknown

K-Mart Corp.                     lease, Store No.       unknown
                                 7058

Rent-A-Center #2115              lease                  unknown

Ruby Tuesday #4527               lease                  unknown

Wharton Realty Group, Inc.                              unknown

Sylvan Learning Center           lease                  unknown

Palmetto Pizza Palace            lease security          $2,096
                                 deposit

U.S. Auto Insurance Co.          lease security          $1,500
                                 deposit

Upstate Telecom, Inc.            security deposit        $1,458
                                 on leased
                                 premises

M.&M. Income Tax Services        lease security          $1,135
                                 deposit

Lee Nails                        lease security            $900
                                 deposit

AF. Sinking Springs II, LLC's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Blockbuster Videos, Inc.         lessee                 unknown
4870 Penn Avenue
Reading, PA 19608-8601

Cun Yi China Moon                lessee                 unknown
4870 Penn Avenue
Reading, PA 19608-8601

Dijan, Inc.                      lessee                 unknown
4870 Penn Avenue
Reading, PA 19608-8601

P.A. Liquor Control Board        lessee                 unknown

Redners Quick Stop               lessee                 unknown

Supercuts, Inc. #80014           lessee                 unknown

Wharton Realty Group, Inc.                              unknown

Senor Taco                       lease deposit           $1,250

AG. Sinking Springs, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tax Collector, Ann Marie Girard  value of security:     unknown
P.O. Box 98                      $3,900,000; value
Wernersville, PA 19565           of senior lien:
                                 $3,919,222

Redners Quick Stop               lease space no.        unknown
Route 422 & Krick Lane           10
South Heidelberg, PA


SOUTHWEST BUSINESS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Southwest Business Essentials, Inc.
        dba Seitz Office Products
        2455 South 7th Street, Suite 190
        Phoenix, AZ 85034

Bankruptcy Case No.: 07-02739

Type of Business: The Debtor provides office services and retails
                  office products and equipment.
                  See http://www.swbeonline.com/

Chapter 11 Petition Date: June 13, 2007

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Bradley Jay Stevens, Esq.
                  Jennings, Strouss & Salmon, PLC
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5955
                  Fax: (602) 495-2729

Total Assets: $804,984

Total Debts:  $2,300,610

Debtor's List of its 19 Largest Unsecured Creditors:

   Entity                        Nature Of Claim      Claim Amount
   ------                        ---------------      ------------
Arizona Department of Revenue                             $370,000
Transaction Privilege Tax
P.O. Box 29010
Phoenix, AZ 85038

Independent Stationers           Membership Agreement     $207,555
9900 Westpoint Drive
Suite 116
Indianapolis, IN 46256

Wells Fargo Bank                 Note                     $100,000
Scottsdale Business Banking
8601 North Scottsdale Road
Suite 250
Paradise Valley, AZ 85253

United Stationers Supply                                   $98,011

Prescott Home Furnishing, Inc.   Asset Purchase            $95,962

Steve Schott                     Personal Guaranty         $90,000

Jose F. Carrasco                 Note                      $75,000

Phil and Joyce Payne             Promissory Notes          $70,000

Alice and Virgil McNamee         Note                      $50,000

City of Phoenix Treasurer        Tax Lien                  $41,120

Rosemount Office Systems, LLC                              $38,490

Marco A. Carrasco                Note                      $37,500

Ramon M. Carrasco                Note                      $37,500

Romeo Guzman                     Note                      $25,000

INTUIT, Inc.                                               $22,606

James Edward Office Furniture                              $14,515

Kelly Paper Company                                        $14,646

Lasermasters, Inc.                                         $12,164

Ford Credit                      PT Cruisers                $9,660


STRUCTURED ENHANCED: Fitch Affirms BB Rating on Two Note Classes
----------------------------------------------------------------
Fitch affirms six classes of notes issued by Structured Enhanced
Return Vehicle Trust, series 2006-1, Ltd.  These affirmations are
effective immediately:

    -- $312,500,000 class A-2 notes affirmed at 'AAA';
    -- $157,500,000 class A-1 revolving notes affirmed at 'AAA';
    -- $29,167,000 class B notes affirmed at 'A';
    -- $2,080,000 class D-1 notes affirmed at 'BB';
    -- $50,000,000 class C notes affirmed at 'BBB';
    -- $2,087,000 class D-2 notes affirmed at 'BB'.

SERVES 2006-1 is a collateralized loan obligation that closed on
Feb. 24, 2006, and provides investors exposure to a diversified
portfolio of corporate leveraged loans.  SERVES 2006-1 is managed
by PPM America Inc. (which has a 'CAM1' CDO asset manager rating
for leveraged loan CDOs).  SERVES will exit its reinvestment
period in March 1, 2013, and will mature on
March 1, 2018.

The affirmations are the result of stable collateral performance
and credit enhancement levels.  Since close, the collateral has
continued to exhibit stable performance, as the weighted average
rating factor remained in the 'B+/B' range, as of the trustee
report dated May 21, 2007.  The weighted average market price of
the portfolio also remained slightly over par, however decreasing
to 100.08 from 100.82, as of the trustee report dated March 22,
2006.  In addition, the weighted average spread has remained
stable, increasing marginally to 2.38% from 2.34%. According to
the trustee report, $88.8 million of the class A-1 revolving notes
were also drawn.  Subsequently, a review of the transaction has
led Fitch to conclude that the current ratings of the notes are
representative of the current credit risk to investors.

The ratings of the class A-1, A-2, B, and C notes address the
likelihood that investors will receive full and timely payments of
interest and ultimate receipt of principal by the scheduled
maturity date.  The ratings of the class D-1 and D-2 notes address
the return of principal by the final maturity date.  The rating
does not address the likelihood of repayment of principal prior to
the stated maturity date.


SUN-TIMES MEDIA: Eight Directors Re-elected to Board
----------------------------------------------------
Sun-Times Media Group's stockholders have re-elected all eight
directors to serve until the next annual meeting of stockholders
and until their successors are duly elected and qualified.  The
directors re-elected were:

   -- John F. Bard;

   -- Herbert A. Denton;

   -- Cyrus F. Freidheim, Jr., president and chief executive
      officer;

   -- John M. O'Brien;

   -- Gordon A. Paris;

   -- Graham W. Savage;

   -- Raymond G. H. Seitz, Board Chairman; and

   -- Raymond S. Troubh

At the 2007 Annual Meeting of Stockholders, Mr. Seitz acknowledged
the receipt of a letter from the company's controlling
stockholder, Hollinger Inc., informing of Hollinger Inc.'s
intention to engage in discussions with the company and the board
of directors regarding the election of two persons nominated by
Hollinger Inc. in the future.

After the meeting, the board of directors re-elected Mr. Seitz as
non-executive chairman.

Additionally, stockholders approved an amendment and restatement
of the company's stock incentive plan.

"Sun-Times Media Group enjoys a franchise that reaches three
million Chicagoans and is the news and information leader in
Chicago," Mr. Freidheim said, addressing his first annual meeting
of stockholders since being named Sun-Times Media Group president
and chief executive officer in November 2006.  "Nationally, the
company has one of the top ten leading newspaper-based Web sites.
The company is working toward meeting the objectives set forth
last month in our business plan for 2007 and 2008."

"The company's ultimate responsibility is to grow stockholder
value." Mr. Freidheim concluded.  "That will not change.  But
neither will the company sacrifice stockholder value for short-
lived gains.  The company's goal in 2008 is to emerge from this
period of intense change as a stronger, more valuable competitor
deserving of the valuation that defines such success.  And the
company looks forward to the choices this success brings."

                    About Sun-Times Media Group

Headquartered in Chicago, Illinois, Sun-Times Media Group Inc.
(NYSE: SVN) -- http://www.thesuntimesgroup.com/-- fka Hollinger
International Inc., owns the Chicago Sun-Times and Suntimes.com as
well as newspapers and Web sites serving 120 communities across
Chicago.

As of March 31, 2007, the company's balance sheet showed total
assets of $929.2 million, total liabilities of $1.3 billion,
resulting in a total stockholders' deficit of $369 million.


TECO ENERGY: Power Plant Law Cues S&P to Revise Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on diversified energy company TECO Energy Inc. and
revised its outlook on the company to positive from stable.

The outlook revision follows the enactment in Florida of a power
plant law designed to encourage development of a type of "clean
coal" generation that TECO intends to build.

Standard & Poor's also affirmed its 'BBB-' corporate credit rating
on utility subsidiary Tampa Electric Co. The outlook on Tampa
Electric is stable.

Tampa, Florida-based TECO has about $3.7 billion of debt.

"The support and incentives provided in the new law for integrated
gasification combined cycle power plants suggests there's a future
for coal-based electric generation in Florida, and TECO is one of
the few utilities with IGCC operating experience," said Standard &
Poor's credit analyst Todd Shipman.

"The legislation should help minimize the financial risk that
would inevitably come with such a large construction project if
TECO were to decide to pursue an IGCC plant to meet its growing
electric load," continued Mr. Shipman.

The ratings on TECO reflect a satisfactory business profile and an
aggressive financial profile that includes high debt leverage
incurred as part of merchant power ventures that have been mostly
abandoned.

"Ratings improvement would be directly correlated with the prudent
use of free cash flow and asset sale proceeds to reduce holding
company debt," said Mr. Shipman.


THERMAL NORTH: Moody's May Lift B1 Sr. Debt Rating After Review
---------------------------------------------------------------
Moody's Investors Service placed the B1 rating for Thermal North
America, Inc.'s senior secured credit facilities under review for
possible upgrade.

This rating action follows the announcement that Veolia Energy
North America, a division of Veolia Environnement S.A. (Veolia: A3
senior unsecured), had signed a definitive agreement to acquire
all of the capital stock of Thermal.

The review will assess the potential impact on Thermal's credit
quality that could result from ownership by an entity with higher
credit quality.  The review will also consider the structure of
the acquisition, its impact on Thermal's ongoing financial
strategies, and the prospects for asset optimization under a new
ownership structure.  The proposed transaction is subject to
certain regulatory approvals.

Thermal owns and operates a portfolio of district cooling and
heating systems located in eleven metropolitan areas in the United
States.


THOMPSON & WALTERS: Booker Wants Case Converted to Liquidation
--------------------------------------------------------------
Booker TransBrokerage LLC, a creditor of Thompson & Walters
Nursery LLC, asks the United States Bankruptcy Court for the
District of Oregon to convert Thompson & Walters Nursery
LLC's Chapter 11 case to a Chapter 7 liquidation proceeding.

Booker tells the Court that the Debtor has failed to file a
Chapter 11 Plan or Disclosure Statement.

Booker reminds the Court that at a hearing held last Feb. 21,
2007, the Debtor has said that it will file a plan and disclosure
statement by March 30, 2007.

Matthew A. Goldberg, Esq., at Kirkpatrick & Lockhart Preston
Gates & Ellis LLP, says that two months have passed and no plan or
disclosure statement has been filed with the Court.

Headquartered in Cornelius, Oregon, Thompson & Walters Nursery
LLC wholesales and retails nursery stock.  The Company filed for
chapter 11 protection on Oct. 5, 2006 (Bankr. D. Or. Case No.
06-33096).  Jeanette L. Thomas, Esq., at Perkins Cole LLP
represents the Debtor.  Jeffrey C. Misley, Esq. at Sussman Shank
LLP represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it
estimated assets of 24,538,461 and debts of $27,187,244.


THOMPSON & WALTERS: Can Use Union Bank et al.'s Cash Collateral
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Oregon
gave Thompson & Walters Nursery LLC permission to use Union Bank
of California, Booker TransBrokerage LLC and certain holders of
statutory agricultural, nursery and water liens' cash collateral.

The Debtor tells the Court that it needs to use cash collateral to
pay ongoing expenses of its Chapter 11 case, including Trustee
fees, final payroll tax obligations, professional fees required to
investigate and resolve lien and other pending issues.

As adequate protection to Union Bank, Booker and Statutory Lien
Claimants, a replacement lien in the Debtor's assets of the same
type to prevent diminution in their prepetition collateral
securing the loans.

In addition, the Debtor tells the Court that, to the extent
possible, Union Bank, Booker and Statutory Lien Claimants will
have a superiority claim under Section 507(b) of the Bankruptcy
Code.

Headquartered in Cornelius, Oregon, Thompson & Walters Nursery
LLC wholesales and retails nursery stock.  The Company filed for
chapter 11 protection on Oct. 5, 2006 (Bankr. D. Or. Case No.
06-33096).  Jeanette L. Thomas, Esq., at Perkins Cole LLP
represents the Debtor.  Jeffrey C. Misley, Esq. at Sussman Shank
LLP represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it
estimated assets of 24,538,461 and debts of $27,187,244.





TRIAD HOSPITALS: 97% of Outstanding Senior Notes Tendered
---------------------------------------------------------
Triad Hospitals Inc. disclosed that that in connection with its
cash tender offer and consent solicitation for any and all of its
outstanding (i) $600 million aggregate principal amount of
7% Senior Notes due 2012 and (ii) $600 million aggregate principal
amount of 7% Senior Subordinated Notes due 2013, as of 5:00 p.m.,
New York City time, on June 13, 2007, which was the deadline for
holders to tender their Notes in order to receive the consent
payment in connection with the Offers, it had received tenders and
consents from:

  a) holders of approximately $587.3 million in aggregate
     principal amount of the Senior Notes, representing
     approximately 97.9% of the total outstanding principal
     amount of the Senior Notes, and representing the requisite
     number of consents to adopt the proposed amendments to the
     Senior Notes and the indenture governing the Senior Notes;
     and

  b) holders of approximately $583.5 million in aggregate
     principal amount of the Senior Subordinated Notes,
     representing approximately 97.3% of the total outstanding
     principal amount of the Senior Subordinated Notes, and
     representing the requisite number of consents to adopt the
     proposed amendments to the Senior Subordinated Notes and the
     indenture governing the Senior Subordinated Notes.

Notes tendered and consents delivered prior to or after the
Consent Payment Deadline may not be validly withdrawn or revoked,
except under very limited circumstances.

The company expects to execute supplemental indentures to the
indentures governing the Notes in connection with the delivery of
the consents.  When executed, the supplemental indentures will be
effective, but the amendments to the indentures and the Notes will
not become operative unless and until the conditions to the Offers
have been satisfied or waived by the company and the company has
accepted for purchase tendered Notes.  If either of the Offers are
terminated or withdrawn, or the Notes are not accepted for
purchase for any reason, the applicable indenture will remain in
effect in its present form.

The company's obligation to accept for purchase, and to pay for,
Notes validly tendered and not withdrawn pursuant to the Offers is
subject to the satisfaction or waiver of certain conditions,
including, the satisfaction of all conditions to the consummation
of the merger under the previously announced merger agreement
among the company, Community Health Systems Inc. and a wholly-
owned subsidiary of CHS and consummation thereof, CHS or an
affiliate of CHS having issued up to $3.365 billion of debt, the
company having sufficient available funds to pay the total
consideration with respect to all Notes and the receipt of
sufficient consents with respect to the proposed amendments to the
indentures and the Notes.

The Offer will expire at 12:00 midnight, New York City time, on
July 10, 2007, unless further extended or earlier terminated by
the company.  The company reserves the right to terminate,
withdraw or amend the Offer at any time subject to applicable law.
Except for the extension described above, the complete terms and
conditions of the Offer are set forth in the tender offer
documents which have been sent to holders of Notes.  Holders are
urged to read the tender offer documents carefully.

Credit Suisse Securities (USA) LLC and Wachovia Securities have
been retained to act as Dealer Managers in connection with the
tender offer and consent solicitation.  Questions about the tender
offer and consent solicitation may be directed to Credit Suisse at
(212) 325-7596 (collect) or Wachovia Securities at (866) 309-6316
(toll free) or (704) 715- 8341 (collect).  Copies of the tender
offer documents and other related documents may be obtained from
D.F. King & Co., Inc., the information agent for the tender offer
and consent solicitation, at (800) 769-7666 (toll free) or (212)
269-5550 (collect).

The tender offer and consent solicitation was made solely by means
of the tender offer documents.

                      About Triad Hospitals

Triad Hospitals Inc. (NYSE TRI) -- http://www.triadhospitals.com/
-- through its affiliates, owns and manages hospitals and
ambulatory surgery centers in small cities and selected larger
urban markets.  The company currently operates 54 hospitals
(including one under construction) and 13 ambulatory surgery
centers in 17 states and Ireland with approximately 9,855 licensed
beds.  In addition, through its QHR subsidiary, the company
provides management and consulting services to independent general
acute care hospitals located throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2007,
Standard & Poor's reported that its B+ corporate credit rating on
Triad Hospitals Inc. remains on CreditWatch with negative
implications, where it was originally placed on Feb. 5, 2007.


TTM TECHNOLOGIES: Debt Reduction Prompts S&P to Revise Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Santa
Ana, California-based TTM Technologies Inc. to stable from
negative, following rapid reduction of debt incurred to acquire
the printed circuit board business from Tyco International.

The 'BB-' corporate credit rating was affirmed, as was the 'BB'
issue rating on TTM's secured debt.  The recovery rating of '2' on
TTM's secured debt, which indicates the expectation for
substantial (70%-90%) recovery in the event of a payment default,
remains unchanged.

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

The U.S.-based PCB industry has experienced a significant
contraction as production has migrated to low cost regions.
Currently, about 10% of the global market for PCB revenue is
produced in the U.S., with a focus on high complexity, low volume
production, prototype boards, and PCBs used in military
applications.

Following its acquisition of the Tyco business, TTM is the largest
U.S.-based manufacturer, with a respectable market presence in
defense, computing, and communications.  Despite TTM's leading
market share, the industry remains fragmented, with hundreds of
small manufacturers.

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


U.S. DRY: Closes $4 Million of $7.5 Million IPO
-----------------------------------------------
U.S. Dry Cleaning Corporation has closed on $4 million of a
maximum $7.5 million initial public offering.

The money will be used to advance USDC's plan to be the first
major consolidator of leading dry cleaning businesses nationwide.

The underwriter for the offering is US EURO Securities Inc., a
private global investment bank headquartered in Florida.

USDC's total public offering comprises 3,000,000 units.  Each unit
is priced at $2.50 and consists of one share of common stock and
one redeemable warrant to purchase one share of common stock.

"The company is excited to offer the first IPO and become the
first national consolidator in the dry cleaning industry," Robert
Y. Lee, CEO, director and co-founder of USDC, said.  "As a growing
operator, the company seeks to create value through economies of
scale, best practices, access to capital markets and introduction
of management experience not typically seen in the industry.
These funds will help the company to rapidly advance its plan to
become a dominant force in a previously fragmented sector."

"The company is pleased to help USDC implement its consolidation
of the U.S. dry cleaning industry.  Since December 2005, USDC has
acquired three dry cleaning businesses in California and Hawaii.
This financing launches USDC's larger business plan to acquire
high-quality operations in strategic geographic regions of the
U.S."

U.S. Dry Cleaning Corp. was formed on July 19, 2005 and on
Dec. 30, 2005 completed a reverse merger with a public shell
company.

On Aug. 8, 2005, the company purchased 100% of the outstanding
common stock of Steam Press Holdings, Inc. and on Aug. 9, 2005,
the company purchased 100% of the membership units in Coachella
Valley Retail, LLC in stock-for-stock type transactions.

Steam Press owns 100% of Enivel Inc. which does business as Young
Laundry & Dry Cleaning in Honolulu, Hawaii.  Young Laundry was
founded in 1902 and operates thirteen retail laundry and dry
cleaning stores, in addition to providing hotel and other
commercial laundry and dry cleaning services.  Coachella Valley
Retail was founded in 2004 and operates five retail laundry and
dry cleaning stores under several names in the Palm Springs,
California area.

                       Going Concern Doubt

Squar, Milner, Miranda & Williamson, LLP, expressed substantial
doubt about US Dry Cleaning Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit of approximately $6.9 million at
Sept. 30, 2006.


UNICO INC: Losses Cue HJ Associates' Going Concern Doubt Opinion
----------------------------------------------------------------
HJ Associates & Consultants LLP, of Salt Lake City, Utah,
expressed substantial doubt about Unico Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the years ended Feb. 28, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and stockholders' deficit.

Unico Inc. posted a $18,333,266 net loss on zero revenue for the
year ended Feb. 28, 2007, as compared with a $2,272,097 net loss
on $26,202 of total revenues in the prior year.

At Feb. 28, 2007, the company's balance sheet showed $2,545,446 in
total assets and $5,302,155 in total liabilities, resulting in a
$2,756,709 stockholders' deficit.

The company also reported strained liquidity in its Feb. 28, 2007,
balance sheet with $7,194 in total current assets and $5,302,155
in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?20f2

                         About Unico Inc.

Based in San Diego, Calif., Unico Inc. (OTC BB: UCOI.OB) --
http://www.unicomining.com/-- explores, develops, and produces
precious metals, primarily gold, silver, lead, zinc, and copper
concentrates.  Its mining properties include Deer Trail Mine,
Bromide Basin Mine, and Silver Bell Mine.  The company, formerly
known as Red Rock Mining Co., Incorporated., was founded in 1966
and changed its name to Industries International Incorporated.
Subsequently, the company changed its name to I.I. Incorporated
and to Unico Incorporated in 1979.

VARIETAL DISTRIBUTION: Provides Update on Tender Offers
-------------------------------------------------------
Varietal Distribution Merger Sub Inc. has determined the total
consideration and tender offer consideration, pursuant to its cash
tender offers and related consent solicitations in respect of the
securities:

   -- 8% senior subordinated notes due 2014 (Cusip No. 918437
      AD6), issued by VWR International Inc. will have a principal
      amount at maturity of $320 million;

   -- 6-7/8% Senior Notes due 2011 (CUSIP NO. 918437 AB0), issued
      by VWR International Inc. will have a principal amount at
      maturity of $200 million;

   -- Senior Floating Rate Notes (CUSIP No. 12513 BAC4),  issued
      by CDRV Investors will have a principal amount at maturity
      of $350 million; and

   -- 9-5/8% Senior Discount Notes due 2015 (CUSIP No. 12513
      BAB6), issued By CDRV Investment Holdings Corporation will
      have a principal amount at maturity of $481 million.

The total consideration for the Notes, payable in respect of Notes
accepted for payment that were validly tendered with consents and
not withdrawn on or prior to 5:00 p.m., New York City time, on
June 12, 2007, will be an amount equal to the total consideration
for each $1,000 principal amount of Notes.

The tender offer consideration payable in respect of Notes
accepted for payment that are validly tendered subsequent to 5:00
p.m., New York City time, on June 12, 2007 but on or prior to
midnight, New York City time, on June 26, 2007, will be an amount
equal to the total consideration minus the applicable consent
payment.  In each case, holders whose Notes are accepted for
payment in the tender offers will receive accrued and unpaid
interest, as applicable, in respect of such purchased Notes from
the last interest payment date to, but not including, the payment
date for Notes purchased in the tender offers.

The total consideration and tender offer consideration for the
Notes under the terms of the tender offers, assumes a June 27,
2007 payment date.  The total consideration and tender offer
consideration for the Floating Rate Notes, specified in the Offer
to Purchase and Consent Solicitation Statement dated May 30, 2007,
and remain unchanged.

   -- for the 8% Senior subordinated notes due 2014 (CUSIP No.
      918437 AD6), the tender offer yield is 5.519%, total
      consideration of $1,078.10, consent payment of $30, the
      tender offer consideration is $1,048.10;

   -- for the 6-7/8% Senior notes due 2012 (CUSIP No. 918437 AB0),
      the tender offer yield 5.560%, total consideration of
      $1,042.94, consent payment of $30, the tender Offer
      consideration is $1,012.94;

   -- for the Senior Floating rate notes due 2012 (CUSIP No. 12513
      BAC4), the tender offer yield is not applicable, total
      consideration is $1,000, the tender offer consideration is
      $970; and

   -- 9-5/8 Senior Discount notes due 2015 (CUSIP No. 12513 BAB6),
      the tender offer yield is 5.5235%, total consideration of
      $914.11, consent payment $30, the tender offer is $884.11.

The tender offers and consent solicitations were made in
connection with the Acquisition.  The Purchaser expects to finance
the tender offers using a portion of the net proceeds of the
financing transactions related to the Acquisition, including
borrowings under a new senior secured credit facility and the
issuance of new senior notes and senior subordinated notes.

The Purchaser's obligation to accept for purchase, and to pay for,
any series of Notes validly tendered in the tender offers is
subject to the satisfaction of certain conditions including, among
other things:

   a) there being validly tendered and not withdrawn at least a
      majority of the aggregate principal amount of the Notes of
      such series, the receipt of the requisite consents necessary
      to amend the applicable Indenture relating to such series of
      Notes; and

   b) the substantially concurrent consummation of the Acquisition
      and the completion of the related financing transactions,
      resulting in the receipt by the Purchaser of proceeds in an
      amount sufficient to refinance indebtedness of CDRV
      Investors that is otherwise required to be repaid pursuant
      to the terms of the merger agreement, each as described in
      more detail in the Offer to Purchase.

The Purchaser has retained Goldman, Sachs & Co. to serve as Dealer
Manager and Solicitation Agent and D.F. King & Co., Inc. to serve
as Information Agent and Depositary for the tender offers and
consent solicitations.

Requests for documents may be directed to D.F. King & Co.,
Inc. by telephone at (800) 431- 9643 (toll free) or (212) 269-5550
(collect). Questions regarding the tender offers and consent
solicitations should be directed to Goldman, Sachs & Co. by
telephone at (800) 828-3182 (toll free) or (212) 357-0775
(collect).

          About Varietal Distribution Merger Sub

Headquartered in West Chester, Pennsylvania, Varietal Distribution
Merger Sub, Inc. fka VWR International -- http://www.vwr.com-- is
engaged in the distribution of scientific products.  It serves
more than 250,000 customers in the life science, industrial,
governmental, health care and educational markets, and also offers
Production Supplies and Services for electronic and pharmaceutical
production.  The company offers more than 750,000 products, from
more than 5,000 manufacturers, to over 250,000 customers
throughout North America and Europe.  In Europe, VWR International
maintains operations in Austria, Belgium, Sweden, Ireland,
Portugal, Italy, Germany and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on June 11, 2007,
Moody's Investors Service assigned a B3 Corporate Family Rating to
Varietal Distribution Merger Sub Inc. (formerly VWR
International, Inc.).  Moody's will be withdrawing ratings
assigned to VWR International, Inc., CDRV Investors, Inc. and
CDRV Investment Holdings Corporation.  The ratings outlook is
stable.


VENTURE VIII: S&P Rates $24 Million Class E Notes at BB
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Venture VIII CDO Ltd./Venture VIII CDO Corp.'s
$790.5 million floating-rate notes.

The preliminary ratings are based on information as of June 13,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes and
        preference shares junior to the respective classes;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's;

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.

                    Preliminary Ratings Assigned

               Venture VIII CDO Ltd./Venture VIII CDO Corp.

            Class             Rating                Amount
            -----             ------             ------------
            A-1A              AAA                $106,250,000
            A-1B              AAA                  $4,500,000
            A-2A              AAA                $429,075,000
            A-2B              AAA                 $47,675,000
            A-3               AAA                 $50,000,000
            B                 AA                  $46,500,000
            C                 A                   $50,000,000
            D                 BBB                 $32,500,000
            E                 BB                  $24,000,000

            Subordinated      NR                  $59,500,000
             notes

                          NR - Not rated.


VICTORY MEMORIAL: Gets Court Approval to Hire CIT as Consultant
---------------------------------------------------------------
Victory Memorial Hospital, its debtor-affiliates together
with the Official Committee of Unsecured Creditors obtained
authority from the U.S. Bankruptcy Court for the Eastern
District of New York to employ CIT Capital USA Inc. as their
real estate consultant, advisor and transaction service agent.

CIT Capital is expected to:

    * review and analyze all real estate and financial studies
      performed by or for Victory Hospital, including, but not
      limited to, existing conditions assessments, environmental
      studies, market analyses, zoning and land-use reviews, and
      appraisals in order to assess the development and
      redevelopment options and/or a monetization of the real
      estate assets;

    * work with the Victory Hospital's staff, engineering and
      legal teams and with the Committee to conduct due diligence
      targeted to identify any conditions related to the real
      estate assets that could negatively impact a proposed course
      of conduct or development;

    * prepare an analysis of alternative transaction structures
      for some or all of the real estate assets, including, but
      not limited to the possibility of financing, redeveloping,
      leasing and/or selling certain of the Real Estate Assets.
      Any such analysis will include an economic evaluation of the
      proposed transaction as well as estimates of the timing
      considerations and execution risks.

    * conduct a thorough analysis of real estate market conditions
      to determine the highest potential value for the  real
      estate assets;

    * assist Victory Hospital and the Committee in narrowing the
      range of possible transactions and in determining the
      optimal real estate strategy to meet Victory Hospital's and
      the Committee's goals;

    * assist Victory Hospital and the Committee in developing a
      Request for Proposal to solicit proposals to monetize and/or
      redevelop the real estate assets in compliance with section
      363 of the Bankruptcy Code, and will work with Victory
      Hospital and the Committee to address key transactional
      issues with each prospective buyer; and

    * negotiate with all qualified parties to maximize each
      potential participant's proposal, and will make informal
      recommendations to Victory Hosptial and the Committee, and
      will work with same to implement Victory Hospital's and the
      Committee's decisions.

Victory Hospital agreed to pay CIT Capital at a rate of $45,000
per month, payable in cash.

The parties also agreed that if the engagement extends beyond
six months from the entry of an order by the Bankruptcy Court
approving CIT Capital's retention, CIT Capital will credit 50%
of each monthly retainer earned in month seven and beyond
against any applicable transaction fee.

Furthermore, CIT Capital will be entitled to a transaction fee
calculated pursuant to these formula:

   * 2.00% of gross aggregate transaction proceeds up to
     $30 million; plus

   * 1.50% of gross aggregate transaction proceeds in excess
     of $30 million up to $60 million; plus

   * 1.25% of gross aggregate transaction proceeds over
     $60 million.

Natalie B. Wilensky, Esq., managing director of CIT Capital,
assures the Court that the firm does not hold or represent
any interest adverse to the Debtors' estate.

                     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.
Craig E Freeman, Esq., at Alston & Bird LLP represents the
Official Committee of Unsecured Creditors.  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.


WAMU ASSET-BACKED: Moody's Rates Class B Certificates at (P)Ba1
---------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to
certificates issued by WaMu Asset-Backed Certificates, WaMu Series
2007-HE4 Trust.

The complete provisional rating actions are:

   * WaMu Asset-Backed Certificates, WaMu Series 2007-HE4 Trust

   * Mortgage Pass-Through Certificates, Series 2007-HE4

                  Class I-A, Assigned (P)Aaa
                  Class II-A-1, Assigned (P)Aaa
                  Class II-A-2, Assigned (P)Aaa
                  Class II-A-3, Assigned (P)Aaa
                  Class II-A-4, Assigned (P)Aaa
                  Class M-1, Assigned (P)Aa1
                  Class M-2, Assigned (P)Aa2
                  Class M-3, Assigned (P)Aa3
                  Class M-4, Assigned (P)A1
                  Class M-5, Assigned (P)A2
                  Class M-6, Assigned (P)A3
                  Class M-7, Assigned (P)Baa1
                  Class M-8, Assigned (P)Baa2
                  Class M-9, Assigned (P)Baa3
                  Class B, Assigned (P)Ba1

Investors should be aware that the certificates have not yet been
issued.  Upon issuance of the certificates and upon conclusive
review of all documents and information about the transaction, as
well as any subsequent changes in information, Moody's will
endeavor to assign definitive ratings, which may differ from the
provisional ratings.


WOODWIND & BRASSWIND: Section 341(a) Meeting Continued to June 27
-----------------------------------------------------------------
The U.S. Trustee for Region 10 will continue a meeting of Dennis
Bamber Inc. dba The Woodwind & The Brass' creditors at 9:30 a.m.,
on June 27, 2007, at One Michiana Square, 5th Floor in South Bend,
Indiana.

The creditors' meeting was initially held on June 5, 2007, at
11:00 a.m.  The June 5 meeting was the first meeting of creditors
after the Debtor's case was converted to a chapter 7 liquidation
proceeding.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in South Bend, Indiana, The Woodwind & the
Brasswind -- http://www.wwbw.com/-- sells musical instruments
and accessories.  The Company filed for chapter 11 protection
on Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  On May 10,
2007, the Court converted the Debtors' case to a Chapter 7
proceeding.

Gregg M. Galardi, Esq., Mark L. Desgrosseilliers, Esq., Matthew P.
Ward, Esq., and Sarah E. Pierce, Esq.; and Russell C. Silberglied,
Esq., and Russell C. Silberglied, Esq., at Richards Layton &
FInger, represent the Debtor.  Donald J. Detweiler, Esq., Victoria
Watson Counihan, Esq., and Nancy A. Peterman, Esq., at Greenberg
Traurig, LLP; and Joseph H. Huston, Jr., Esq., and Thomas G.
Whalen Jr., Esq., at Stevens & Lee, P.C., represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, they estimated assets and debts
between $1 million and $100 million.


* BOOK REVIEW: American Commercial Banking: A History
-----------------------------------------------------
Author:     Benjamin J. Klebaner
Publisher:  Beard Books
Paperback:  296 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981424/internetbankrupt

This book American Commercial Banking: A History is written by
Benjamin J. Klebaner.

This informative and fascinating book traces the history of
commercial banking from its inception to 1988.

The authoritative historical perspective provides a greater
understanding of more recent times and of the many policy issues
that have arisen through the years.

In addition to being a remarkable piece of scholarship, it is a
very readable book. It should be on the "must read" list of all
students of finance and history, as well as others who are curious
as to the role banks have played in our society.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***