TCR_Public/070622.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 22, 2007, Vol. 11, No. 146

                             Headlines

360 GLOBAL: Court Okays $5 Million Laurus Master DIP Financing
360 GLOBAL: U.S. Trustee Appoints Five-Member Creditors' Committee
7459 SOUTH YATES: Case Summary & Largest Unsecured Creditor
ADVANCED COMMS: March 31 Balance Sheet-Upside Down by $1.5 Million
AGERE SYSTEMS: Moody's Withdraws B1 Corporate Family Rating

AIRTRAN HOLDINGS: Midwest Board Nominees Get 65% Approval
BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Classes
BLACKBOARD INC: Completes Sale of $165MM Convertible Senior Notes
CALPINE CORP: Files Chapter 11 Plan of Reorganization
CATALYST PAPER: S&P Rates Proposed $200 Million Notes at B+

CDRSVM ACQUISITION: Moody's Rates Proposed $1.15 Bil. Notes at B3
CENVEO CORP: S&P Retains Recovery Ratings Despite Loan Add-On
CHASE MORTGAGE: Fitch Holds Low-B ratings on Three Classes
CITIGROUP COMMERCIAL: Moody's Rates Class VSM-2 Certs. at Ba1
CMS ENERGY: Fitch Assigns Rates $400 Million Senior Notes at BB-

COMMUNICATION INTELLIGENCE: Establishes $1 Million Credit Facility
CRE PROJECT: S&P Puts Preliminary B Rating on $175 Mil. Facility
DAIMLERCHRYSLER: Chrysler Group & GETRAG Makes $530MM Investment
DAIMLERCHRYSLER: Chrysler Group Eyes Sales and Dealer Expansion
DOLLAR GENERAL: Gets 99% Consents & Tenders for Sr. Notes Offering

EDWARD WALLS: Case Summary & Eight Largest Unsecured Creditors
ELGIN NATIONAL: Acquisition Cues S&P to Withdraw Rating
ENERGAS RESOURCES: Posts $211,898 Net Loss in Qtr. Ended April 30
ESTERLINE TECH: Commences Consent Solicitation for 7.75% Notes
EYI INDUSTRIES: March 31 Balance Sheet Upside-Down by $4.6 Million

FEDERAL-MOGUL: Court Extends Confirmation Hearing to July 9 and 10
FORUM HEALTH: Moody's Places B1 Bond Rating under Watch
G-STAR 2003-3: Fitch Affirms BB Rating on $24MM Preferred Shares
GLEN DEVELOPMENT: Files Chapter 11 Plan of Reorganization
GOLDENTREE LOAN: S&P Withdraws Low-B Ratings on Four Note Classes

GREENPARK GROUP: Court Approves Gary Miura as Tax Accountant
GREENPARK GROUP: Wants Exclusive Plan Filing Period Extended
HALLWOOD GROUP: Board Chairman Proposes Sale of Assets
ICONIX BRAND: Completes $287.5MM Convertible Senior Notes Offering
INTELSAT LTD: Fitch Puts Issuer Default Rating on Watch Negative

INTELSAT LTD: Moody's Puts Ratings Under Review and May Downgrade
ISLE BLACK: Moody's Affirms B1 Corporate Family Rating
ISLE OF CAPRI: Increased Debt Cues Moody's to Lower Group Ratings
KARA HOMES: Can Sell New Jersey Project for $150,000 in Cash
KARA HOMES: Plan Confirmation Hearing Deferred to July 6

LAZY DAYS: S&P Lowers Corporate Credit Rating to B from B+
LE-NATURE'S INC: Panels File Joint 2nd Amended Liquidation Plan
LEE'S TRUCKING: IRS Plan Objection Hearing Scheduled on June 27
LEWISTON HALL: Case Summary & Two Largest Unsecured Creditors
LIONEL LLC: Seeks October 16 Exclusivity Period Extension

MAYCO PLASTICS: Confirmation of Liquidation Plan Denied
MEG ENERGY: Moody's Confirms Ba3 Rating on $750MM Sr. Term Loan
MGM MIRAGE: Joint Venture Project Cues Fitch to Remove Neg. Watch
MITEL NETWORKS: High Debt Leverage Prompts S&P's B Credit Rating
ML-CFC COMMERCIAL: Moody's Assigns Low-B Rating on 6 Cert. Classes

MOST HOME: Posts $848,628 Net Loss in Quarter Ended April 30
NABI BIOPHARMACEUTICALS: Mulling Sale of Company
NEW YORK MORTGAGE: Fitch Holds B Rating on Class B-5 Certificates
NORTH AMERICAN: Court Extends Plan Solicitation Period to Sept. 30
NORWOOD PROMOTIONAL: Moody's Puts Corporate Family Rating at B2

ONONDAGA COUNTY: S&P Cuts Rating on Series 1993A & 1993B Bonds
ORECK CORP: Weak Liquidity Position Cues S&P to Junk Credit Rating
OVERSEAS SHIPHOLDING: Two Underwriters to Exercise Stock Option
PAUL THORNTON: Case Summary & Three Largest Unsecured Creditors
PORT BARRE: S&P Holds B+ Rating on $185 Million Credit Facilities

REMY INT'L: Planned Chapter 11 Filing Cues S&P's Various Actions
REYNOLDS AMERICAN: Fitch Upgrades Ratings with Stable Outlook
REYNOLDS AMERICAN: Moody's Rates $1.55 Billion Senior Notes at Ba1
RICHARD COOPER: Case Summary & 15 Largest Unsecured Creditors
RONCO CORP: Wants Court Approval on Laurus Master DIP Financing

ROSELINE BAPTISTE: Case Summary & Five Largest Unsecured Creditors
SELBYVILLE BAY: Access to First Mariner's Cash Collateral Okayed
SENSATA TECH: $276 Million Airpax Deal Cues S&P's Negative Outlook
SHAW GROUP: Plans New Fabrication Facility in Mexico
SPECTRUM BRANDS: Class Action Lawsuit Dismissed

SPGS SPC: Fitch Puts Low-B Ratings on Six Certificate Classes
STARTECH ENVIRONMENTAL: Posts $1MM Net Loss in Qtr. Ended April 30
SWEETMAN RENTAL: Can Use National Music's Cash Collateral
SWEETMAN RENTAL: Court Extends Plan-Filing Period to July 31
T REIT INC: Intends to Wind Up Operations and Liquidate Assets

TOWER AUTO: Cancels Auction Owe to Non Receipt of Competing Bids
TOYS 'R' US: Fitch Affirms B- Issuer Default Rating
TRILOGY INT'L: Term Loan Increase Cues Moody's to Hold B2 Ratings
TWEETER HOME: Organizational Meeting Scheduled Today
TWEETER HOME: Gets Interim Court OK to Use GECC Cash Collateral

TWEETER HOME: $60 Million GECC DIP Financing Gets Interim Okay
UNITED AIRLINES: Increase in Destinations Cue Hiring of Pilots
US FOODSERVICE: Moody's Puts Corporate Family Rating at B3
US FOODSERVICE: S&P Junks Rating on $1 Billion Senior Toggle Notes
VISTEON CORP: Construction Starts at New Missouri Assembly Plant

VISTEON CORP: To Close Bedford Plant; 685 Jobs Slashed
WATER PIK: S&P Affirms Ratings on $112 Million Secured Financing

* KPMG LLP Considered Bankruptcy Filing in 2005, Lawyer Says

* Palisades Capital Names John L. Spencer as Managing Director

* BOOK REVIEW: American Commercial Banking: A History

                             *********

360 GLOBAL: Court Okays $5 Million Laurus Master DIP Financing
--------------------------------------------------------------
The United States Bankruptcy Court of Nevada gave 360 Global
Wine Company and its debtor-affiliate, 360 Viansa LLC, authority
to borrow and obtain $5 million postpetition financing with
Laurus Master Fund LLC.

The Debtors tells the Court that they need financing to:

   i. fund the Carneros Warehousing settlement;

  ii. pay Grape Growers' liens;

iii. fund the reorganization effort; and

  iv. make certain capital improvements necessary to
      their operations.

As security for repayment of the Debtors' obligations, the
Debtors granted Laurus a security interest in and lien on all
of the Debtors' property and assets.

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


360 GLOBAL: U.S. Trustee Appoints Five-Member Creditors' Committee
------------------------------------------------------------------
Sara L. Kistler, the acting U.S. Trustee for Region 17, appointed
five members to serve on an Official Committee of Unsecured
Creditors in 360 Global Wine Company's Chapter 11 case:
        
     1. Steven Sass
        United Parcel Service
        c/o RMS
        307 International Circle, Suite 270
        Hunt Valley, MO 21030
        Telephone: (410) 773-4040
        Fax: (410) 773-4057

     2. S. Michael Rudolph
        Longview Fund LP
        c/o Redwood Grove Capital
        600 Montgomery Street, 44th Floor
        San Francisco, California 94111
        Telephone: (415) 981-5300
        Fax: (415) 981-5301

     3. Jamie Settinneri, Jr.
        Settinneri Family Trust
        P.O. Box 180100
        Coronado, California 92175
        Telephone: (619) 686-8900
        Fax: (619) 686-8925

     4. Brian Bronson,
        Vice president - operations
        Packaging Plus Inc.
        17690 Shideler Parkway
        Lathrop, California 95330
        Telephone: (209) 858-9200
        Fax: (209) 858-9311

     5. Stephen W. Grapp
        1803 North Stafford Street
        Arlington, Virginia 22207
        Telephone: (703) 801-1087
        Fax: (703) 528-1058

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

                        About 360 Global

360 Global Wine Company (PNK: TSIX) and its debtor-affiliate,
360 Viansa LLC, -- http://www.360wines.com/-- are small,  
diversified marketers of wine and alcoholic beverages located in
in Los Angeles, California.  The Debtors filed for Chapter 11
protection on March 7, 2007 (Bankr. D. NV Case Nos. 07-50205 and
07-50206).  Brett A. Axelrod, Esq., at Beckley Singleton,
Chartered, represents the Debtors in their restructuring efforts.  
When the Debtors filed for bankruptcy, 360 Global listed
$43,000,000 estimated assets and $39,000,000 estimated liabilities
while 360 Viansa listed $1 million to $100 million estimated
assets and liabilities.


7459 SOUTH YATES: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: 7459 South Yates, L.L.C.
        405 North Wabash, Suite 3504
        Chicago, IL 60611

Bankruptcy Case No.: 07-10986

Chapter 11 Petition Date: June 20, 2007

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Paul M. Bach, Esq.
                  1955 Shermer Road, Suite 150
                  Northbrook, IL 60062
                  Tel: (847) 564-0808
                  Fax: (847) 564-0985

Total Assets: $1,300,000

Total Debts:  $904,526

Debtor's Largest Unsecured Creditor:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Cook County Collector       2006 real estate            $7,000
118 North Clark Street      taxes
Chicago, IL 60602


ADVANCED COMMS: March 31 Balance Sheet-Upside Down by $1.5 Million
------------------------------------------------------------------
Advanced Communications Technologies Inc. reported a net loss of
$344,019 on net sales of $2,617,443 for the third quarter ended
March 31, 2007, compared with a net loss of $284,621 on net sales
of $2,552,055 for the same period ended March 31, 2006.

Cyber-Test, the company's core operating business unit,
experienced a $91,000, or 3.6%, increase in net sales for the
three months ended March 31, 2007, compared to the three months
ended March 31, 2006.  Encompass, which ceased operations in
California effective June 30, 2006, recorded no sales in the three
months ended March 31, 2007, compared to $26,000 in the same
period in 2006.

Gross profit decreased to $815,000 for the three months ended
March 31, 2007, as compared to $896,000 for the three months ended
March 31, 2006, with gross margins declining to 31.1% from 35.1%
for the comparable periods.

The overall decrease in gross profit and gross margin is primarily
attributable to a change in product mix as a greater percentage of
repair work in the current period was performed on equipment that
yields lower margins and also, to a lesser extent, the inclusion
of high margin sales by Encompass in the earlier period.

Total operating expenses for the three months ended March 31,
2007, and 2006 were $1,090,000 and $1,159,000, respectively,
representing a decrease of $69,000, or 6.0%.  The overall decrease
was primarily attributable to a decrease in professional and
consulting expenses of $175,000, offset by an increase of $109,000
in selling, general and administrative expenses for the three
months ended March 31, 200, as compared to the three months ended
March 31, 2006.

Other expense amounted to $50,000 for the three months ended March
31, 2007, compared to $0 for the three months ended March 31,
2006, and represents a reserve for possible additional payments in
connection with the Pacific Magtron International Corp. bankruptcy
proceeding and litigation settlement.  Interest expense for the
three months ended March 31, 2007 was $19,000 compared to $21,000
for the three months ended March 31, 2006.

At March 31, 2007, the company's consolidated balance sheet showed
$5,692,475 in total assets and $7,258,407 in total liabilities,
resulting in a $1,565,932 total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $1,662,189 in total current assets
available to pay $3,872,207 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2116

                       Going Concern Doubt

Berenson LLP in New York raised substantial doubt about Advanced
Communications Technologies, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal year ended June 30, 2006.  The auditing firm pointed to the
company's net loss and working capital deficiency.

                  About Advanced Communications

Based in New York, Advanced Communications Technologies Inc.
(OTC BB: ADVC.OB) -- http://www.advancedcomtech.net/-- is a  
public holding company specializing in the consumer electronic
aftermarket service and supply chain, known as reverse logistics.
Its wholly-owned subsidiary and principal operating unit,
Encompass Group Affiliates Inc. acquires and operates businesses
that provide office and consumer electronics repair services.
Encompass owns Cyber-Test Inc., an office and consumer electronic
equipment repair company based in Florida and the company's
principal operating business.  Encompass ceased the operations of
PMIC in California effective June 30, 2006.  The company currently
operates in one business segment, the repair and refurbishment
component of the reverse logistics industry.


AGERE SYSTEMS: Moody's Withdraws B1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn the B1 corporate family
rating of Agere Systems Inc. as well as the B1 rating of its
$362 million subordinated convertible debt, for business purposes.

Ratings Withdrawn:

-- Corporate Family Rating at B1

PDR: Ba3

-- $362 million subordinated convertible debt at B1, LGD4, 68%

Agere Systems designs semiconductors and software solutions for
storage, mobility, and networking markets.


AIRTRAN HOLDINGS: Midwest Board Nominees Get 65% Approval
---------------------------------------------------------
AirTran Holdings, Inc., the parent of AirTran Airways, has
received the preliminary vote report from IVS Associates, the
independent inspectors for the Midwest Air Group, Inc.'s Annual
Meeting held on June 14, 2007.

Based on IVS's preliminary report, which is subject to review by
both AirTran and Midwest, the Midwest shareholders elected
AirTran's three nominees to replace three of Midwest's incumbent
directors on the Midwest Board.  According to IVS, approximately
65% of shares voted were in favor of AirTran's slate of directors.

"On this basis, and looking forward to the final certification of
results on June 26, 2007, we are more than pleased to accept
Midwest's invitation to have our team meet with the newly
constituted board on July 16, 2007," Joe Leonard, chairman and CEO
of AirTran Airways, said.  "We plan to review, in detail, the
benefits of a merger of our two companies, and then move
expeditiously to effect a definitive merger agreement."

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7% Guaranteed Convertible Notes Due July 1, 2023, in connection
with its implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.
Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.


BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Classes
--------------------------------------------------------
Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities
Trust 2005-TOP18 as:

    -- $48.3 million class A-1 at 'AAA';
    -- $121.9 million class A-2 at 'AAA';
    -- $41.6 million class A-3 at 'AAA';
    -- $105.7 million class A-AB at 'AAA';
    -- $517.2 million class A-4 at 'AAA';
    -- $75 million class A-4FL at 'AAA';
    -- Interest-only class X at 'AAA';
    -- $74.3 million class A-J at 'AAA';
    -- $29.3 million class B at 'AA';
    -- $8.4 million class C at 'AA-';
    -- $12.6 million class D at 'A';
    -- $11.2 million class E at 'A-';
    -- $9.8 million class F at 'BBB+';
    -- $9.8 million class G at 'BBB';
    -- $8.4 million class H at 'BBB-';
    -- $4.2 million class J at 'BB+';
    -- $4.2 million class K at 'BB';
    -- $4.2 million class L at 'BB-';
    -- $1.4 million class M at 'B+';
    -- $1.4 million class N at 'B';
    -- $2.8 million class O at 'B-'.

Fitch does not rate the $8.4 million class P.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the June 2007 distribution
date, the pool's aggregate certificate balance has decreased 1.9%
to $1.1 billion from $1.12 billion at issuance.  There have been
no delinquent or specially serviced loans since issuance.

At issuance, Fitch credit assessed the following nine loans
(23.9%): 111-115 Fifth Avenue, Boulevard at the Capital Center,
Chateau on the Lake, Capitol Arms Apartments, Watertown Mall, 340
East 93rd Street Coop, Dal-Rich Village, Holiday Inn Express
Midtown and 3200 Liberty Avenue.  These loans maintain their
investment grade credit assessments based on stable performance.  
Fitch will review the year-end 2006 financials for these loans
once they become available.

111-115 Fifth Avenue is secured by a 542,602 square-foot office
and retail complex located in the Flatiron district of Manhattan,
NY.  As of year-end 2006, occupancy increased to 100% from 93% at
issuance.

Boulevard at the Capital Center is secured by a 484,664-sf retail
property in Landover, Maryland.  Occupancy remained at 100% as of
3Q 2006.

Chateau on the Lake is secured by a 301-unit full-service hotel in
Branson, Misuorri.  As of 3Q 2006, occupancy increased to 60% from
58% at issuance.

Capitol Arms Apartments is secured by a 278-unit multifamily
property in the midtown-west section of Manhattan, New York.  As
of 3Q 2006, occupancy increased to 100% from 99% at issuance.

Watertown Mall is secured by a 231,201-sf retail property in
Watertown, Massachusetts.  Occupancy was 90% as of 3Q 2006,
compared to 97% at issuance.

340 East 93rd Street Coop is secured by a 358-unit multifamily
property in Manhattan, New York.  Occupancy remained strong at 96%
as of YE2005, compared to 95% at issuance.

Dal-Rich Village is secured by a 162,913-sf community shopping
center anchored by Whole Foods in Richardson, Texas.  Occupancy
was 67%, compared to 70% at issuance.

Holiday Inn Express Midtown is secured by a 168-unit limited-
service hotel in Philadelphia, Pennsylvania.  As of 3Q 2006,
occupancy increased to 84% from 77% at issuance.

3200 Liberty Avenue is secured by a 212,621-sf industrial property
in North Bergen, New Jersey.  Occupancy remained at 100% as of 3Q
2006.


BLACKBOARD INC: Completes Sale of $165MM Convertible Senior Notes
-----------------------------------------------------------------
Blackboard Inc. has closed its sale of $165 million aggregate
principal amount of 3.25% Convertible Senior Notes due 2027,
pursuant to an automatically effective registration statement
filed with the Securities and Exchange Commission on June 13,
2007.  

The aggregate principal amount of notes sold reflects the full
exercise by the underwriters of their option to purchase
$15 million aggregate principal amount of notes to cover over-
allotments.

The notes are convertible into cash or a combination of cash and
Blackboard common stock at an initial base conversion rate of
15.4202 shares of Blackboard common stock per $1,000 principal
amount of notes.  The base conversion rate represents an initial
base conversion price of approximately $64.85, which is a 62%
premium to the closing price of Blackboard's common stock on
June 14, 2007.  

In addition, if at the time of conversion the applicable price of
Blackboard's common stock exceeds the base conversion price, the
conversion rate will be increased by up to an additional 9.5605
shares of Blackboard common stock per $1,000 principal amount of
notes, as determined pursuant to a specified formula.  In general,
upon conversion of a note, the holder of such note will receive
cash equal to the principal amount of the note and Blackboard
common stock for the note's conversion value in excess of such
principal amount.

The notes bear interest at a rate of 3.25% per annum from the date
of issuance, payable semi-annually on January 1 and July 1,
commencing on Jan. 1, 2008.  The notes will mature on July 1,
2027, and may not be redeemed by Blackboard prior to July 1, 2011,
after which they may be redeemed at 100% of the principal amount
plus accrued interest.  Holders of the notes may require
Blackboard to repurchase some or all of the notes on July 1, 2011,
July 1, 2017, and July 1, 2022, or in the event of certain
fundamental change transactions, at 100% of the principal amount
plus accrued interest.

The sole book-running manager of the offering is Credit Suisse
Securities (USA) LLC and Citi is serving as the sole co-manager.  
A copy of the prospectus and prospectus supplement meeting the
requirements of Section 10 of the Securities Act of 1933 may be
obtained from:

     Credit Suisse Securities Prospectus Department
     One Madison Avenue, Level 1B
     New York, NY 10010

                      About Blackboard Inc.

Headquartered in Washington, D.C., Blackboard Inc. (Nasdaq: BBBB)
provides enterprise software applications and related services to
the education industry.  Founded in 1997, Blackboard enables
educational innovations everywhere by connecting people and
technology.  With two product suites, the Blackboard Academic
Suite(TM) and the Blackboard Commerce Suite(TM), Blackboard is
used by millions of people at academic institutions around the
globe, including colleges, universities, K-12 schools and other
education providers, as well as textbook publishers and student-
focused merchants that serve education providers and their
students.  Blackboard has offices in North America, Europe and
Asia.

                           *     *     *

Moody's Investors Services assigned 'Ba3' on Blackboard Inc.'s
long term corporate family rating and bank loan debt rating on
Nov. 11, 2007.  The outlook is stable.

Standard and Poor's rated the company's long term foreign and
local issuer credit rating at 'B+' on Nov. 15, 2006.


CALPINE CORP: Files Chapter 11 Plan of Reorganization
-----------------------------------------------------
Calpine Corporation and certain of its subsidiaries have filed a
Joint Plan of Reorganization and Disclosure Statement with the
U.S. Bankruptcy Court for the Southern District of New York.

The Plan of Reorganization seeks to provide an equitable return to
all stakeholders while providing for the long-term viability of
the company.  With this filing, Calpine looks to have the Plan
confirmed during the 4th Quarter 2007.

"The filing of our Plan of Reorganization is a significant
milestone on our road to recovery and takes us one giant step
closer to successfully reorganizing Calpine for the benefit of our
stakeholders, employees, and customers," said Robert P. May,
Calpine's Chief Executive Officer.  "While we still have much to
do in order to complete this process, this proposed Plan of
Reorganization provides a clear path for Calpine to emerge as a
stronger, more financially stable company with an improved
competitive position in the energy industry."

Mr. May concluded, "I want to thank my 2,300 co-workers and the
Company's retained professionals for their unwavering support and
hard work during this process.  Their perseverance and commitment
to Calpine has played a significant role in getting us to this
point."

"This has been the largest and most complex reorganization
conducted under the new bankruptcy laws," said Gregory L. Doody,
Executive Vice President, General Counsel and Secretary.  "We are
very proud of what we have accomplished thus far and the value we
have created, working together with our committees and the Court,
for the benefit of all stakeholders.  We look forward to
continuing discussions with our key constituencies to reach a
comprehensive agreement and will seek to exit court protection as
expeditiously as possible."

The Disclosure Statement filed today contains a historical profile
of the company, a description of proposed distributions to
creditors, and an analysis of the Plan's feasibility, as well as
many of the technical matters required for the exit process, such
as descriptions of who will be eligible to vote on the Plan and
the voting process itself.

The Plan is a "waterfall" plan that allocates value to the
Company's creditors and shareholders in accordance with the
priorities of the Bankruptcy Code.

Pursuant to the Plan, allowed administrative claims and priority
tax claims will be paid in full in cash or cash equivalents, as
will the allowed first and second lien debt claims.  Other allowed
secured claims will be reinstated, paid in full in cash or cash
equivalents, or have the collateral securing such claims returned
to the secured creditor.  Allowed unsecured claims will receive a
pro rata distribution of reorganized Calpine common stock until
paid in full.  Allowed unsecured convenience class claims -- all
claims $50,000 or less -- will be paid in full in cash or cash
equivalents.

Finally, any remaining value after such allowed creditors' claims
have been paid in full will be distributed pro rata to existing
holders of allowed interests (primarily holders of existing
Calpine common stock) and holders of subordinated equity
securities claims in the form of reorganized Calpine common stock.

Assuming Calpine exits from bankruptcy on Dec. 31, 2007 and
subject to the assumptions set forth in the Disclosure Statement,
Calpine estimates that reorganized Calpine will have a midpoint
reorganization value of $21.7 billion (reorganization value is
equal to total enterprise value plus estimated distributable
cash).  Calpine estimates that its total enterprise value will be
between $19.2 billion to $21.3 billion, with a midpoint of $20.3
billion, and estimates that distributable cash will be
approximately $1.4 billion at emergence.

Calpine noted that allowed claims will range from $20.1 billion to
$22.3 billion after completion of Calpine's claims objection,
reconciliation, and resolution process.  Under this range of
potential allowed claims, general unsecured creditors will receive
from 91% to 100% of their allowed claims.  In order to clarify
further its recovery estimates, Calpine recently initiated
litigation challenging so-called "makewhole," premium, or "no-
call" claims asserted by Calpine's second lien debt holders and
unsecured creditors, and it continues to move aggressively to
resolve other disputed claims asserted against it in the
bankruptcy case.

Under the Plan, Calpine estimates, when adjusted for litigation
risk and the assumptions and limitations set forth in the
Disclosure Statement, that allowed claims of unsecured creditors
will be paid in full and that existing holders of allowed
interests -- primarily holders of existing Calpine common stock --
and holders of allowed subordinated equity securities claims will
receive value of approximately $1.80 per existing share of Calpine
common stock.  Because disputed claims and the total enterprise
value of Calpine upon its emergence have not yet been finally
adjudicated, no assurances can be given that actual recoveries to
creditors and interest holders will not be materially higher or
lower.

Calpine also announced it has received a commitment for an amended
and upsized exit facility from Goldman Sachs, Credit Suisse,
Deutsche Bank, and Morgan Stanley.  Simultaneous with the filing
of its Plan, Calpine filed a motion to enter into a commitment
letter, pay associated commitment and other fees, and to amend and
upsize the existing debtor in possession financing facility. If
approved, the upsized exit facility would provide for up to $8
billion in secured financing, some $3 billion more than the
existing exit facility, on terms that Calpine views as favorable.
The commitment to fund the exit facility expires on Jan. 31, 2008.

              Next Steps in Reorganization Process

The Plan and Disclosure Statement have not been approved by the
Court and are subject to further negotiations with stakeholders.  
As a result, the Plan and Disclosure Statement may be materially
modified before approval.  Calpine intends to request and the
Court will conduct a hearing to consider the legal adequacy of the
Disclosure Statement.  This hearing date has not yet been set by
the Bankruptcy Court.  If the Court determines that the Disclosure
Statement provides sufficient information for claim holders and
other interested parties to vote on the Plan, then the Disclosure
Statement and Plan will be sent to claim holders for voting
purposes.  Following the voting process, Calpine will ask the
Bankruptcy Court to hold a hearing to consider approval or
"confirmation" of the Plan. If the Court confirms the Plan,
Calpine would emerge from Chapter 11 shortly thereafter.

Calpine currently anticipates this process will take several
months.  As of the date of this press release, neither Calpine's
Official Committee of Unsecured Creditors nor Official Equity
Security Holders Committee has endorsed the Plan although Calpine
has engaged in discussions with, and included numerous
modifications proposed by, the Committees in the Plan and
Disclosure Statement.  Calpine intends to engage in further
discussions with both Committees and other stakeholders in an
effort to obtain their support for the Plan in its current form or
as it may be amended.

                    About Calpine Corporation

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

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


CATALYST PAPER: S&P Rates Proposed $200 Million Notes at B+
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' debt rating
to Catalyst Paper Corp.'s proposed $200 million unsecured notes
due 2017, being offered pursuant to Rule 144a.  Proceeds from the
notes will be used for general corporate purposes, including
various investments and acquisitions as the company focuses on
cost reduction, productivity enhancement, and industry
consolidation.
     
The corporate credit rating on Catalyst is 'B+'.  The rating
outlook is negative.  After giving effect to the proposed notes,
the company will have about CDN$1.3 billion of pro forma March 31,
2007, fully adjusted debt.
     
The ratings reflect Catalyst's high debt leverage and exposure to
the declining North American newsprint market and the cyclical
specialty papers and pulp business.  These risks are partially
offset by its strong market position in newsprint and specialty
groundwood papers along the west coast of North America and its
improving productivity.
     

Ratings List
Catalyst Paper Corp.

Corporate credit rating          B+/Negative/--
Bank loan rating                 BB (Recovery rtg: 1)
Senior unsecured                 B+

Ratings Assigned

$200 million unsecured notes     B+


CDRSVM ACQUISITION: Moody's Rates Proposed $1.15 Bil. Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the
$1.15 billion of proposed senior toggle notes of CDRSVM
Acquisition Co., Inc., the acquisition vehicle for the pending
leveraged buyout of The ServiceMaster Company.  CDRSVM is expected
to merge with and into ServiceMaster in connection with the
closing of the leveraged buyout.  The rating outlook for CDRSVM is
stable.

On March 19, 2007, Moody's placed the Baa3 senior unsecured debt
ratings of ServiceMaster on review for possible downgrade
following the announcement that the company had entered into a
definitive agreement to be acquired by an investment group led by
Clayton, Dubilier & Rice, Inc. for a total enterprise value of
approximately $5.2 billion, including the assumption of existing
debt and related fees and expenses.  The transaction has been
approved by the Board of Directors of ServiceMaster and is
anticipated to close in July 2007, subject to the receipt of
regulatory and shareholder approvals.  The buyout is expected to
be financed with the proceeds from a $2.65 billion senior secured
term loan, $1.15 billion in senior unsecured toggle notes and an
equity contribution of approximately $1.43 billion.

The $2.65 billion term loan includes a $240 million delayed draw
tranche that may be used within 45 days of the closing to redeem
existing senior unsecured notes in an aggregate principal amount
of $228 million maturing in 2007 and 2009.  Existing notes with an
aggregate principal amount of $357 million maturing in 2018, 2027
and 2038 are expected to remain in the post-acquisition capital
structure.

On June 7, 2007, Moody's assigned a B2 Corporate Family Rating and
a B1 rating to the $3.35 billion proposed senior secured credit
facility of CDRSVM.  The $3.35 billion credit facility consists of
a $2.65 billion senior secured term loan, a $500 million senior
secured revolver, and a $200 million senior secured synthetic
letter of credit facility.  Moody's will take action to downgrade
ServiceMaster's existing senior unsecured notes once substantially
all material conditions to the merger are satisfied.  Any such
notes remaining in the capital structure will likely be downgraded
to Caa1 and the ratings on any notes redeemed at closing will be
withdrawn.

The B2 Corporate Family Rating is constrained by weak credit
metrics pro forma for the buyout and significant competition from
local, regional and national competitors.  The ratings are
supported by leading market positions and brands in large end-
markets, favorable geographic and service line diversification and
stable financial performance.  In addition, strategic initiatives
to reduce costs and improve retention rates should drive
performance improvements in the intermediate term.

Moody's took rating actions with respect to CDRSVM Acquisition
Co., Inc.:

-- Assigned $1.15 billion 8 year senior unsecured toggle notes,
    B3 (LGD 5, 74%)

-- Affirmed $2.65 billion 7 year senior secured term loan B, B1
    (LGD 3, 33%)

-- Affirmed $500 million 6 year senior secured revolving credit
    facility, B1 (LGD 3, 33%)

-- Affirmed $200 million 7 year senior secured synthetic letter
    of credit facility, B1 (LGD 3, 33%)

-- Affirmed Corporate Family Rating, B2

-- Affirmed Probability of Default Rating, B2

The stable outlook anticipates moderate organic revenue growth and
EBITDA improvement over the next 12-18 months.  Cash flow,
leverage and interest coverage are expected to remain weak for the
rating category during this period.

The following ratings of The ServiceMaster Company remain on
review for downgrade:

-- $49 million senior unsecured notes due 2007, Baa3
-- $179 million senior unsecured notes due 2009, Baa3
-- $79.5 million senior unsecured notes due 2018, Baa3
-- $195 million senior unsecured notes due 2027, Baa3
-- $83 million senior unsecured notes due 2038, Baa3
-- $300 million medium term note program, Baa3
-- Senior unsecured shelf registration, (P)Baa3

Based in Memphis, ServiceMaster is a leading provider of
outsourcing services to residential and commercial customers,
primarily in the United States.  Its services include lawn care,
landscape maintenance, termite and pest control, home warranty,
disaster response and reconstruction, cleaning and disaster
restoration, house cleaning, furniture repair, and home
inspection.  For the fiscal year ended December 31, 2006, the
company generated revenue of approximately $3.4 billion.


CENVEO CORP: S&P Retains Recovery Ratings Despite Loan Add-On
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue level and
recovery ratings on Cenveo Corp.'s secured financing remain
unchanged following the borrower's announcement of a planned
$100 million add-on to its term loan C.  Pro forma for the add-on,
the secured financing will consist of a $200 million revolver and
a $720 million term loan.  The issue rating on the financing is
'BB-' with a recovery rating of '2', indicating the expectation
for substantial (70%-90%) recovery in the event of a payment
default.
     
The company has within its existing credit facilities a provision
to increase its term borrowings by up to $400 million, from which
the planned $100 million incremental term loan C will be funded.  
Proceeds will be used to help finance the recently announced
acquisition of Madison/Graham ColorGraphics Inc., which is
expected to close in July.  S&P have not factored into its
recovery analysis any of the remaining up to $300 million in
incremental term loan capacity, as it is uncommitted.  However,
should Cenveo request and receive additional term loans, Standard
& Poor's will review its loan and recovery ratings to determine
whether any changes are warranted.
     
The corporate credit rating on Stamford, Connecticut-based Cenveo
Inc. is 'B+' and the rating outlook is positive.  The 'B+' rating
reflects the company's high leverage pro forma for recent
acquisitions, the likelihood of more debt-financed acquisitions in
the intermediate term, and the company's participation in highly
competitive and fragmented markets.  These factors are somewhat
offset by operating improvements in 2006 and the expectation of
continued growth in profitability and cash flow generation.


Ratings List

Cenveo Inc.

Corporate Credit Rating         B+/Positive/--
Secured Debt                    BB- (Recovery Rating: 2)


CHASE MORTGAGE: Fitch Holds Low-B ratings on Three Classes
----------------------------------------------------------
Fitch Ratings has taken these rating actions on three Chase
Mortgage Finance Trust transactions:

Series 2003-S2

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

Series 2003-S3

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA+';
    -- Class B-2 affirmed at 'A+';
    -- Class B-4 affirmed at 'BB+'.

Series 2006-S1

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

The affirmations, affecting approximately $586 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The upgrades, affecting
approximately $703,000 of the outstanding certificates, reflect an
improvement in the relationship between CE and expected loss.  In
addition, all of the above transactions have experienced growth in
CE and have suffered no losses to date.

The collateral for the above transaction consists of 15-year and
30-year fixed-rate mortgage loans extended to prime borrowers and
secured by first liens on one to four-family residential
properties.  The loans were originated or acquired by Chase
Manhattan Mortgage Corporation and are serviced by Chase Home
Finance, LLC, which is rated 'RPS1' by Fitch.


CITIGROUP COMMERCIAL: Moody's Rates Class VSM-2 Certs. at Ba1
-------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by Citigroup Commercial Mortgage Trust 2007-FL3.

The provisional ratings issued on May 14, 2007 have been replaced
with these ratings:

-- Class A-1, $493,830,000, rated Aaa
-- Class A-2, $164,608,000, rated Aaa
-- Class X-1, $796,900,000*, rated Aaa
-- Class X-2, $796,900,000*, rated Aaa
-- Class B, $24,903,000, rated Aa1
-- Class C, $19,923,000, rated Aa2
-- Class D, $12,949,000, rated Aa3
-- Class E, $11,954,000, rated A1
-- Class F, $12,950,000, rated A2
-- Class G, $11,953,000, rated A3
-- Class H, $11,954,000, rated Baa1
-- Class J, $11,953,000, rated Baa2
-- Class K, $19,923,000, rated Baa3
-- Class THH-1, $3,800,000, rated Baa3
-- Class INM, $2,900,000, rated Baa3
-- Class HOA-1, $3,800,000, rated Baa3
-- Class MLA-1, $3,600,000, rated Baa3
-- Class HTT-1, $1,900,000, rated Baa3
-- Class VSM-1, $3,000,000, rated Baa3
-- Class WES, $2,300,000, rated Baa3
-- Class HFS-1, $2,200,000, rated Baa3

* Approximate notional amount

Moody's has assigned definitive ratings to this additional class
of certificates:

-- Class VSM-2, $1,000,000, rated Ba1


CMS ENERGY: Fitch Assigns Rates $400 Million Senior Notes at BB-
----------------------------------------------------------------
Fitch has assigned a rating of 'BB-' to these new issues from CMS
Energy Corp.:

    -- $250 million 6.55% senior notes, due July 17, 2017;
    -- $150 million floating-rate senior notes, due Jan. 15, 2013.

Proceeds from the sale will be used to retire outstanding debt and
for general corporate purposes.  The Rating Outlook is Positive.

CMS' ratings reflect the company's reduced business risk profile
as it continues to exit several international businesses and focus
on the utility operations at its primary subsidiary, Consumers
Energy Co. (Consumers; rated with an Issuer Default Rating of
'BB', Outlook Positive, by Fitch), as well as its still below
investment grade leverage metrics.  Fitch notes that CMS has
raised proceeds of more than $4 billion in asset divestitures,
including the recently announced GasAtacama in Chile and its
interest in the Jamaica Private Power Co. LLC.  The proceeds from
the asset sales will enable the company to reduce parent level
debt by approximately $2.5 billion and further improve the
utility's common equity ratio to about 50%. Going forward, CMS'
business mix will change from 70%/30% regulated/unregulated to
approximately 90%/10% regulated/unregulated.  Management has
indicated that it does not intend to significantly expand the
unregulated operations going forward.  Any unregulated activities
will be focused on domestic assets only.

The Positive Outlook for CMS takes into consideration Fitch's
expectation that once the announced asset sales are closed, and a
major portion of the proceeds used to pay down parent company
debt, CMS' credit metrics will improve significantly starting in
2008.  Fitch expects the funds flow coverage ratio to improve to
around 3.7 times (x) by December 2008 from its current level of
2.9x for the 12-month period ended March 31, 2007.  If the
additional non-regulated asset sales that are contemplated come to
fruition, that would also be viewed positively.

Furthermore, the Positive Outlook reflects Fitch's expectation
that the company will continue to benefit from the stable cash
distributions from Consumers and maintain its current business
strategy of focusing growth on regulated utility operations.

CMS is a utility holding company whose primary subsidiary is
Consumers, a regulated electric and gas utility serving more than
3.5 million customers in western Michigan.  CMS also has
operations in natural gas pipelines and independent power
productions.


COMMUNICATION INTELLIGENCE: Establishes $1 Million Credit Facility
------------------------------------------------------------------
Communication Intelligence Corporation has established a credit
facility allowing the company, through Dec. 31 2007, to borrow up
to $1 million.

The new facility is the third credit facility with the same
shareholder that provided the credit facilities.  As with the
prior ones, this facility was established pursuant to a note and
warrant purchase agreement.  

Upon each draw, the company will issue one or more notes, payable
within eighteen months after issuance, bearing interest at the
rate of fifteen percent per annum payable quarterly in cash.  

Also, the company will be required to issue warrants to purchase
shares of its common stock, the number to be determined by use of
a formula known as the Cox-Rubenstein Model, which takes into
account the volatility of the underlying stock, the risk free
interest rate, dividend yield and exercise price.  

The exercise price of the warrants will be determined by the
volume weighted average price of the common stock for the thirty
business days preceding the date of the applicable draw.  The
warrants will include piggyback registration rights for the
underlying shares to participate in certain future registrations
of the company's common stock.  

The terms of the agreement required the company to draw $400,000
of the funds upon signing.  Pursuant to that draw and applying the
formula, the company has issued warrants to purchase 3,167,898
shares of its common stock at an exercise price of $0.25.  No
commitment fee is required to keep the funds available.

                 About Communication Intelligence

Based in Redwood Shores, California, Communication Intelligence
Corporation (OTC Bulletin Board: CICI) -- http://www.cic.com/--  
supplies electronic signature solutions for business process
automation in the Financial Industry and a leader in biometric
signature verification.  The company's products enable companies
to achieve paperless workflow in their eBusiness processes by
enabling them with "The Power to Sign Online(R)" with multiple
signature technologies across virtually all applications.  
Industry leaders such as AIG, Charles Schwab, Prudential,
Nationwide (UK) and Wells Fargo chose the company's products to
meet their needs.  The company sells directly to enterprises and
through system integrators, channel partners and OEMs.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 2, 2007, GHP
Horwath PC raised substantial doubt about Communication
Intelligence 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 reported that except for
2004, the company has incurred significant losses since its
inception and, at Dec. 31, 2006, the company's accumulated deficit
was about $88,000.  GHP Horwath also added that the company has
primarily funded these losses through the sale of debt and equity
securities.


CRE PROJECT: S&P Puts Preliminary B Rating on $175 Mil. Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
debt rating and '2' recovery rating to CRE Project Co. LLC's
$175 million first lien senior secured credit facility due 2014.  
The '2' recovery rating indicates the expectation of substantial
(70%-90%) recovery of principal in the event of a default.  The
outlook is stable.
      
"The 'B' preliminary rating for CRE Project's credit facility
reflects refinancing risk, the project's owner-build model for
construction, and the fact that its offtake agreement with BP does
not fully transfer commodity risk to the offtaker," said Standard
& Poor's credit analyst Daniel Welt.
     
The rating also reflects uncertainties in the U.S. ethanol
industry, which has experienced rapid growth and risks an
overbuild of capacity.
     
Somewhat mitigating these factors is the offtake agreement with
BP, which offsets the risk of high corn prices through an ethanol
price that is indexed to corn and natural gas.
     
Construction has begun and hard costs are expected to be virtually
100% locked-in prior to close.
     
The stable outlook on CRE Project is driven by the contracted
margin from the offtake agreement with BP.


DAIMLERCHRYSLER: Chrysler Group & GETRAG Makes $530MM Investment
----------------------------------------------------------------
Richard Chow-Wah, Vice President - Powertrain Manufacturing,
Chrysler Group, joined Indiana Governor Mitch Daniels to
officially name Tipton County, Indiana, as the site of a new dual-
clutch transmission manufacturing plant with partner company,
GETRAG Corporate Group.  The $530 million investment is another
step in Chrysler Group's "Powertrain Offensive" -- $3 billion in
investments to produce more fuel-efficient engines, transmissions
and axles for Chrysler Group.

"We appreciate the support that has been offered by state and
local officials to help bring this investment to Indiana," Mr.
Chow-Wah said.  "Together with our new partner, GETRAG, our
combined $530 million investment in Tipton will create a state-of-
the art facility to manufacture fuel-efficient, dual-clutch
transmissions and reaffirm our long-term commitment to producing
vehicles that meet and exceed consumers' demands for more
economical-to-operate vehicles."

"This is an important day for the future of the UAW and Chrysler,
and in particular for the continued competitiveness of our team
here in the State of Indiana," General Holiefield, UAW Vice
President, who directs the union's DaimlerChrysler Department,
said.  "This investment is a significant step toward realizing our
vision to see this company and our union grow this business and
transform Chrysler into a stronger company that will be
competitive for the long run."

Located on a 145-acre site at the intersection of State Road 28
and U.S. 31 in Tipton County, GETRAG will have the operational
leadership of the plant which will employ approximately 1,050
full-time Chrysler Group UAW-represented workers and 120
management employees from both companies.

The plant will produce 700,000 dual-clutch transmissions annually.  
Additionally, the plant will have a direct effect on 230 employees
at Kokomo Casting and Kokomo Transmission who will be dedicated to
producing parts for the GETRAG plant.  Construction of the 804,000
square-foot facility is scheduled to begin June 27, 2007, with
production beginning in 2009.

"Indiana's comeback rolls on," Mr. Daniels said.  "The investment
is a tribute to the skill of Hoosier workers and the pro-growth
climate we are building in our state."

"Dual-clutch transmissions provide much better shift quality,
driving comfort, and superior fuel efficiency compared to more
conventional technologies such as torque converter automatics
and/or CVTs," Ulrich Kohler, Vice President Manufacturing --
GETRAG Transmissions Corporation, said.  "DCTs replace the energy-
sapping torque converters of conventional automatic transmissions
with two wet or lubricated clutches -- one that engages first,
third and fifth gear and the other that engages second, fourth and
sixth.  As a result, the transmission can deliver a five to 10
percent improvement in fuel economy."

                          About GETRAG

Based in Untergruppenbach, Germany, GETRAG Corporate Group is an
independent automotive transmission manufacturer with 12,400
employees at 23 locations worldwide.  The Group develops technical
solutions for the automotive industry, featuring a wide product
range of transmission systems and powertrain components for
passenger cars, SUVs, motorbikes and light commercial vehicles.

                      About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER: Chrysler Group Eyes Sales and Dealer Expansion
---------------------------------------------------------------
As Chrysler Group continues to increase sales and expand
operations in markets outside North America, the company has
identified a need for additional sales outlets in key established
and growth markets.  This week, approximately 70 international
investors and dealers are visiting the company's headquarters in
Auburn Hills for a sneak peek at the potential for Chrysler, Jeep
and Dodge brand franchises in their respective markets.

"While we will continue to aggressively defend our position in
NAFTA, it is important that we expand in other markets so that we
are not as dependent on the ups and downs of a single region," Tom
LaSorda, President and CEO - Chrysler Group, said.  "With a more
global focus we will be better able to take advantage of emerging
opportunities."

                    Dealer Investment Forum

The Chrysler Group has invited the potential partners from 19
countries all over the world, including Russia, Japan and the
Middle East.  During three days with senior Chrysler Group
executives, the investors will learn more about the different
avenues the company is pursuing to become a more global operation
as it implements the Recovery and Transformation Plan, a roadmap
for returning to financial health.  They will also gain insight
into the Chrysler Group's growth plans outside North America and
experience first-hand the unique products and powertrains that
would be available through their franchise if they choose to
invest.  This week's forum follows a conference held in China
where 140 dealers attended.

"Due to the expansion of our global portfolio, we see an
opportunity not only to strengthen the relationship with our
current dealers, but also to look for new business partners that
can help us to take our international business to the next level,"
Michael Manley, Executive Vice President - International Sales,
Marketing and Business Development, said.

Outside North America, Chrysler Group has roughly 1,400 sales
outlets.  In established markets, like Western Europe, the company
plans to add roughly 100 new sales outlets over the next two
years.  Additional growth in the dealer network will increase the
company's presence in growing markets, such as Russia and China,
where the existing dealer network is doing well, but the goals of
additional sales growth will require adding more locations.

The addition of these new outlets will increase customer
satisfaction, as well as contribute to increased sales.  Chrysler
Group remains committed to ensuring a positive customer experience
with the product itself, and with the dealership for both sales
and service experiences.  Having the necessary number of
dealerships exposes more customers to the Chrysler, Jeep and Dodge
brands and also means that customers are able to visit a facility
in or near their community after purchasing the vehicle for any
necessary maintenance.

                Performance Outside North America

In 2006, Chrysler Group expanded the availability of the Dodge
brand in key markets all over the world with the launch of the
Dodge Caliber, the brand's first volume vehicle outside North
America.  The next two Dodge vehicles, making their way into
global markets this summer, are the Dodge Nitro and Avenger.  
Demand for the Dodge brand has been strong so far this year as
Dodge Caliber sales soared to 13,265 units year-to-date, making it
the top-selling Chrysler Group vehicle outside North America.  By
2009, Dodge could account for roughly 30% of the company's
international sales.

"Many dealers outside North America have been very successful with
the sales of all three Chrysler Group brands in their local
markets," Thomas Hausch, Vice President of International Sales,
said.  "In Western Europe alone, we increased our return on sales
by more than 20%, from 1.7 in 2005 to 2.1 in 2006.  This is a
clear indication that the new vehicles we are introducing are
well-received by our customers and that we deliver to our dealers
one of the best return on sales within the industry."

Sales growth for Chrysler Group as a whole outside North America
has reached an unprecedented two full years of monthly sales
gains, and year-to-date growth of 16 percent (91,412 units) over
the same period of time in 2006.  Much of this growth is
attributed to the increase in the number of models that are being
introduced in markets all over the world with options that meet
the needs of global customers.  Chrysler Group management has
indicated that the plan is to double last year's sales outside
North America and reach approximately 400,000 units in the next
five years.

To support this growth plan, between 2003 and 2007, The Chrysler
Group will approximately double the number of products available
outside North America from nine to 20 vehicles.  Within the number
of models available, the company will triple the number of
vehicles in right-hand-drive, from six to 18; and, quadruple the
number of vehicles with an option for a diesel powertrain, from
four to 16.

Chrysler Group sells and services vehicles in more than 125
countries around the world.  Sales outside North America currently
account for approximately 8% of the company's total global sales.  
Vehicles available outside of North America come from all three
Chrysler Group brands, with limited availability on some trucks
and SUV models.

                      About DaimlerChrysler

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

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

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

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

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


DOLLAR GENERAL: Gets 99% Consents & Tenders for Sr. Notes Offering
------------------------------------------------------------------
Dollar General Corporation has received consents and tenders for
approximately 99% of the aggregate principal amount of the
outstanding 8-5/8% Senior Notes due 2010 of Dollar General as of
5 p.m., New York City time, on June 15, 2007, through Buck
Acquisition Corp., an indirectly controlled company by investment
funds affiliated with Kohlberg Kravis Roberts & Co. L.P.

The Old Notes were tendered pursuant to an Offer to Purchase and
Consent Solicitation Statement dated June 4, 2007, which sets
forth the terms and conditions of the cash tender offer to
purchase any and all of the $200 million outstanding principal
amount of the Old Notes.  The Tender Offer will expire at
midnight, New York City time, on Friday, June 29, 2007.  These
consents and tenders may not be validly withdrawn unless Buck
reduces the amount of the purchase price, the consent payment or
the principal amount of the Old Notes subject to the Tender Offer
or is otherwise required by law to permit withdrawal.  The Tender
Offer is being conducted in connection with the anticipated merger
of Buck with and into Dollar General.

The Tender Offer is conditioned upon, there being validly tendered
and not validly withdrawn at least a majority in aggregate
principal amount of the outstanding Old Notes, the receipt of the
requisite consents to adopt the proposed amendments, the
satisfaction by Buck of all conditions precedent to the Merger and
the receipt by Buck of the proceeds from certain financing
transactions to be entered into in connection with the Merger.
Based upon the receipt of tenders and consents as of the Consent
Payment Deadline, the minimum tender condition and requisite
consent condition would have been satisfied.

As a result of the receipt of the requisite consents as of the
Consent Payment Deadline, Dollar General, the subsidiary
guarantors named therein and U.S. Bank National Association, as
successor Trustee under the Indenture pursuant to which the Old
Notes were issued, will execute a supplemental indenture to the
Indenture in order to effect the proposed amendments to the Old
Notes and the Indenture, as provided in the Offer to Purchase.
However, the proposed amendments will not become operative if the
Tender Offer is terminated or withdrawn or the Old Notes are never
accepted for payment.

Subsequent to the proposed Merger, the company and its directors
were named in litigation that is pending in the Circuit Court for
Davidson County alleging claims for breach of fiduciary duty
arising out of the proposed sale of the company to KKR.  In
connection with that litigation, the company also disclosed that,
last week, the Court denied the plaintiffs' motion for a temporary
injunction to delay the company's shareholder meeting, scheduled
for June 21, 2007.  The company continues to believe that the
litigation is without merit and intends to vigorously defend the
litigation.

                  About Dollar General Corporation

Based in Goodlettsville, Tennessee, Dollar General Corporation
(NYSE: DG) -- http://www.dollargeneral.com/ -- operates 8,260  
extreme value general merchandise stores in 35 states.

                           *     *     *

As reported in the Troubled Company Reporter on June 14, 2007,
Moody's Investors Service affirmed Dollar General Corporation's
corporate family rating at B3 following the company's disclosure
of revisions to its proposed capital structure, notably, KKR
increasing its equity investment to $2.775 billion with a
corresponding reduction in proposed debt to $4.7 billion.  The
rating outlook remains stable.


EDWARD WALLS: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Edward Von Albade Walls
        4443 Shady Rock Court
        Apopka, FL 32712

Bankruptcy Case No.: 07-02527

Chapter 11 Petition Date: June 18, 2007

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Michael A. Paasch, Esq.
                  Mateer & Harbert, P.A.
                  P.O. Box 2854
                  Orlando, FL 32802
                  Tel: (407) 425-9044
                  Fax: (407) 423-2016

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 8 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Longwood Industrial         business debt             $190,000
Properties
375 Commerce Way
Suite 101
Longwood, FL 32750

American Express            credit card                $55,912
P.O. Box 360002
Fort Lauderdale, FL
33336-0002

G.M.A.C.                    business debt              $50,000
P.O. Box 4622
Waterloo, IA 50704

Bank First                  business bank loan         $30,000

Chase Bank U.S.A.,          judgment                   $29,321
N.A.

Aurora Loan Services,       business debt              $15,000
L.L.C.

Sears Credit Cards          credit card                $12,754

Household Bank              credit card                 $2,725


ELGIN NATIONAL: Acquisition Cues S&P to Withdraw Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Elgin
National Industries Inc. following the company's acquisition by
third parties and the completed tender offer of its senior
unsecured notes.


ENERGAS RESOURCES: Posts $211,898 Net Loss in Qtr. Ended April 30
-----------------------------------------------------------------
Energas Resources reported a net loss of $211,898 on total revenue
of $138,664 for the first quarter ended April 30, 2007, compared
with a net loss of $281,532 on total revenue of $241,882 for the
same period ended April 30, 2006.

Oil and gas sales decreased to $135,355 for the quarter ended
April 30, 2007, from $237,493 for the same period last year
primarily due to the decrease in gas production partially offset
by higher gas prices.

Operating loss was $140,802 for the quarter ended April 30, 2007,
compared with an operating loss of $273,391 for the same period in
2006.  

Lease operating expenses decreased $40,234 to $43,364 due to lower
production and reductions in service work and repairs.

Pipeline and gathering expense decreased $24,775 to $43,513 due to
the decrease in production.

General and administrative expense decreased to $122,998 from
$243,203 in the 2007 quarter due to the reductions in number of
employees and professional fees.

Depreciation, depletion and amortization decreased to $69,591 from
$120,184 in the prior period quarter mainly due to the decrease in
production.

Interest expense increased to $71,096 from $8,141 in the 2006
quarter due to amortization of loan discount and increased debt
balances.

At April 30, 2007, the company's consolidated balance sheet showed
$5,802,424 in total assets, $1,364,647 in total liabilities, and
$4,437,777 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2007, are available for
free at http://researcharchives.com/t/s?2113

                       Going Concern Doubt

Murrell, Hall, McIntosh & Co. PLLP, in Oklahoma City, Oklahoma,
expressed substantial doubt about Energas Resources Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Jan. 31,
2007.  The auditing firm pointed to the company's recurring losses
from operations.

The company is in the process of acquiring and developing
petroleum and natural gas properties with adequate production and
reserves to operate profitably.  The company is also in the
process of selling certain assets to provide cash resources that
are necessary to continue the operations of the company.  

                     About Energas Resources

Based in Oklahoma City, Oklahoma, Energas Resources, Inc.
(OTCBB: EGSR) -- http://www.energasresources.com/-- is primarily  
engaged in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiaries, A.T. Gas
Gathering Systems Inc. and TGC Inc.  In addition, the company owns
and operates natural gas gathering systems, located in Oklahoma
and Kentucky, which serve wells operated by the company for
delivery to a mainline transmission system.


ESTERLINE TECH: Commences Consent Solicitation for 7.75% Notes
--------------------------------------------------------------
Esterline Technologies Corporation commenced a consent
solicitation with respect to an amendment to the indenture
governing its outstanding 7.75% Senior Subordinated Notes due 2013
issued on June 11, 2003.

The consent solicitation will expire at 5:00 p.m., New York City
time, on June 27, 2007, unless extended.

On the terms and subject to the conditions of the Consent
Solicitation, if Esterline receives the requisite consents and the
supplemental indenture that contains the amendment is executed,
Esterline will pay, after the Consent Date and the satisfaction of
the other conditions contained in the Consent Solicitation, to
each Holder who has validly delivered a valid consent on or prior
to the Consent Date, $3.75 for each $1,000 in principal amount of
7.75% Senior Subordinated Notes due 2013.  A holder of
approximately 38% in aggregate principal amount of the Notes has
indicated that it intends to deliver its consent to the proposed
amendment.

Esterline is seeking consents to amend the indenture relating to
the 7.75% Senior Subordinated Notes due 2013 in order to
reallocate some of its existing senior secured bank debt to some
of its foreign subsidiaries, which are not permitted to incur debt
without guaranteeing the Notes, in order to better match currency
funding needs to revenue sources.  This amendment would not
increase the total amount of indebtedness that Esterline is
permitted to incur under the indenture, and would conform the
relevant paragraph of the covenant applicable to the 7.75% Senior
Subordinated Notes due 2013 to the corresponding paragraph in the
covenant applicable to Esterline's 6-5/8% Senior Notes due 2017
issued on March 1, 2007.

The complete terms and conditions of the Consent Solicitation are
set forth in the Consent Solicitation Statement that is being sent
to holders of the 7.75% Senior Subordinated Notes due 2013.  
Copies of the Consent Solicitation Statement and related Consent
Letter may be obtained from Global Bondholder Services
Corporation, at (212) 430-3774 and (866) 389-1500 (toll-free).

Merrill Lynch & Co. is the Solicitation Agent for the Consent
Solicitation. Questions regarding the Consent Solicitation may be
directed to Merrill Lynch & Co. at (888) 654-8637 (toll-free) and
(212) 449-4914.

                About Esterline Technologies Corp.

Based in Bellevue, Washington, Esterline Technologies Corp.
(NYSE: ESL) -- http://www.esterline.com/-- is a specialized  
manufacturing  company principally serving aerospace and defense
customers.  The company designs, manufactures and markets highly
engineered products and systems for application within the
industries it serves.  The company operates in three segments:
Avionics and  Controls, Sensors and Systems, and Advanced
Materials.  The company acquired Wallop Defense Systems Limited
and FR Countermeasures on March 24, 2006, and December 23, 2005,
respectively, from Cobham plc.  Wallop and FR Countermeasures are
manufacturers of military pyrotechnic countermeasure devices.  On
Dec. 16, 2005, Esterline acquired Darchem Holdings Limited, a
manufacturer of thermally engineered components for critical
aerospace applications.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Moody's Investors Service has confirmed Esterline's Corporate
Family Rating of Ba2, and has assigned a Ba3 rating to the
company's proposed senior unsecured notes due 2017.  

At the same time, Standard & Poor's Ratings Services assigned its
'BB-' rating to Esterline's proposed $150 million senior unsecured
notes due 2017.


EYI INDUSTRIES: March 31 Balance Sheet Upside-Down by $4.6 Million
------------------------------------------------------------------
EYI Industries Inc. reported a net loss of $1,602,198 on net
revenue of $1,181,166 for the first quarter ended March 31, 2007,
compared with a net loss of $875,922 on net revenue of $1,108,759
for the same period ended March 31, 2006.

Results for the quarter ended March 31, 2007, includes total
financing fees of $237,012 incurred by the company pursuant to its
debentures with Cornell Capital, TAIB Bank, and Certain Wealth.  

Results for the quarter ended March 31, 2007, also included a gain
on derivatives in the amount of $136,181, associated with the
revaluation of the embedded derivatives to the convertible
debentures (in the aggregate principal amount of $4,500,000), and
a gain on derivatives of $26,554 associated with the marked-to-
market adjustment for the warrants issued to Cornell Capital in
consideration of the convertible debenture, to purchase up to an
aggregate 124,062,678 shares of the company's common stock at
$0.02 and $0.40 per share.

The increase in revenues can be primarily attributed to the
increase in new independent business associates who paid the
annual membership fees and increased product sales of Ultimate
ME2.  

At March 31, 2007, the company's consolidated balance sheet showed
$1,521,550 in total assets and $6,200,257 in total liabilities,
resulting in a $4,678,707 total stockholders' deficit.

The company's consolidated balance sheet also showed strained
liquidity with $1,391,035 in total current assets available to pay
$5,824,913 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2117

                       Going Concern Doubt

Williams & Webster P.S., in Spokane, Washington, expressed
substantial doubt about EYI Industries Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2006, and 2005.  
The auditing firm pointed to the company's significant losses from
operations, insufficient revenues to support operational cash
flows and working capital deficit.

                       About EYI Industries

EYI Industries Inc. (OTCBB: EYII) -- http://www.eyicom.com/-- is  
engaged in the business of selling, marketing, and distributing a
product line consisting of approximately 26 products in four
categories: dietary supplements, personal care products, water
filtration systems and a fuel additive product.  Products are
marketed through a network marketing program in which independent
business associates purchase products for resale to retail
customers, as well as for their own personal use.


FEDERAL-MOGUL: Court Extends Confirmation Hearing to July 9 and 10
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until July 9 and 10, 2007, the hearing for the confirmation of
Federal-Mogul Corp. and its debtor-affiliates' plan of
reorganization, Cooper Industries, Ltd. disclosed.

In 1998, Cooper sold its Automotive Products business, including
its Abex Friction Products business, to Federal-Mogul.  As part of
the transaction, Cooper was indemnified for liabilities related to
the divested business, pursuant to a Purchase and Sale Agreement.
On Oct. 1, 2001, Federal-Mogul and several of its affiliates filed
a Chapter 11 bankruptcy petition and indicated that Federal-Mogul
may not honor its indemnity obligations to Cooper, including its
obligations for claims related to the Abex Friction Products
business.

The Federal-Mogul bankruptcy plan incorporates the settlement
reached by Cooper, Federal-Mogul and other parties to the
bankruptcy proceeding to resolve Cooper's liabilities for the Abex
Friction Products business, including the Abex asbestos-related
claims.

                    About Cooper Industries

Cooper Industries, Ltd. -- http://www.cooperindustries.com/-- is  
a global manufacturer with 2006 revenues of $5.2 billion,
approximately 85 percent of which are from electrical products.
Incorporated in Bermuda with administrative headquarters in
Houston, Cooper employs approximately 31,000 people and operates
eight divisions: Cooper B-Line, Cooper Bussmann, Cooper Crouse-
Hinds, Cooper Lighting, Cooper Menvier, Cooper Power Systems,
Cooper Wiring Devices and Cooper Tools Group.  Cooper Connection
provides a common marketing and selling platform for Cooper's
sales to electrical distributors.

                      About Federal-Mogul

Based in Southfield, Michigan, Federal-Mogul Corporation --
http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some $6 billion.  Federal-Mogul also has
operations in Mexico and the Asia Pacific Region, which includes,
Malaysia, Australia, China, India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $10.15 billion in assets and
$8.86 billion in liabilities.  Federal-Mogul Corp.'s U.K.
affiliate, Turner & Newall, is based at Dudley Hill, Bradford.
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and
Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M.
Sutty, Esq., at The Bayard Firm represent the Official Committee
of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  They then submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on
Feb. 6, 2007.


FORUM HEALTH: Moody's Places B1 Bond Rating under Watch
-------------------------------------------------------
Moody's Investors Service has placed the B1 bond rating for Forum
Health on Watchlist for potential downgrade, affecting
$175 million of debt.

The primary reason for the Watchlist action relates to uncertainty
associated with Forum's ability to reach an agreement with the
Ohio Nurses Association, the union that represents nurses at
Western Reserve.  The current contract expires July 19, 2007.  
Moody's believes these prolonged negotiations and the absence of
an agreement to date suggest that a labor stoppage is a
possibility, the occurrence of which would affect the financial
position of Forum severely.  The system has reached agreements
with and received concessions from the primary union at Trumbull
Memorial Hospital (although the contract covering nurses will be
up for renegotiation in October 2007) as well as with SEIU, which
represents service workers system-wide.

Through four months ended April 2007, Forum continues to show
progress on improving operations that began in the middle of 2006.
Savings from the new union contracts will help provide further
improvement in 2007.  Unfavorably, the system has experienced
further volume declines and other challenges that support our
significant concern about the system's long-term viability.
Additionally, the opening of Humility of Mary's new hospital in
August 2007 may have significant negative consequences on Forum
operations.

Unrestricted cash grew in the last four months to $120 million (92
days of cash on hand) and has generally remained stable throughout
the years of 2006 and 2007.  Forum recently received the necessary
approvals for an extension on its forbearance agreements with
Fifth Third letter, JPMorgan, and MBIA until August 15, 2007.

Forum has engaged a consultant to assist with the sale of the
system's assets, either in pieces or in its entirety.  The system
is progressing through due diligence with various parties and
expects to approve final bids in mid-July.  Given the complexity
of this process and other factors, the terms and the outcome of
the process are uncertain at this time.

Moody's expect to conclude our review within 90 days.  The outcome
of the union negotiations will be a key factor in our final rating
assessment.

Rated Debt:

-- Series 1997A ($77 million outstanding), rated Aaa based upon
    MBIA insurance, B1 underlying rating

-- Series 1997B ($43 million), rated Aaa/VMIG1 based on MBIA
    insurance and standby bond purchase agreement from JPMorgan
    (expiration January 15, 2008), B1 underlying rating

-- Series 2002A ($40 million), rated B1

-- Series 2002B ($16 million), rated Aa1/VMIG1 based on letter of
    credit from Fifth Third (expiration January 15, 2008)


G-STAR 2003-3: Fitch Affirms BB Rating on $24MM Preferred Shares
----------------------------------------------------------------
Fitch has upgraded two classes of notes issued by G-Star 2003-3
Ltd. and co-issuer G-Star 2003-3 (Delaware) Corp. and affirmed the
other four classes of notes as:

    -- $301,872,323 class A-1 affirmed at 'AAA';
    -- $48,000,000 class A-2 affirmed at 'AAA';
    -- $18,000,000 class A-3 affirmed at 'AA+';
    -- $5,000,000 class B-1 upgraded to 'AA-' from 'A+';
    -- $15,000,000 class B-2 upgraded to 'BBB+' from 'BBB';
    -- $24,000,000 preferred shares affirmed at 'BB'.

G-Star 2003-3 is a managed collateralized debt obligation that
closed March 13, 2003 and exited its revolving period in March
2007.  G-Star 2003-3 is managed by Capmark Investments LP.  As of
the May 2007 trustee report, G-Star 2003-3 is supported by a pool
of residential mortgage-backed securities (RMBS; 43.6%),
commercial mortgage-backed securities (CMBS; 27.5%), senior
unsecured real estate investment trust (REIT; 10.1%) securities,
consumer and commercial asset-backed securities (ABS; 8%) and CDOs
(4.5%).

The upgrades are driven primarily by the stable credit quality of
the portfolio, the seasoning of the collateral and deleveraging of
the capital structure.  According to the most recent trustee
report dated May 15, 2007 all overcollateralization and interest
coverage ratios have remained stable and continue to pass their
covenants.  Since closing, the Fitch weighted average rating
factor has improved to 2.05 ('A/A-') from 3.13 ('BBB+/BBB').  
There are no defaulted assets in the portfolio.  Although G-Star
2003-3 has a large exposure to CMBS, most of the assets were
issued prior to 2005.  Due to defeasance and amortization, Fitch
believes that the vintage of the underlying CMBS collateral is a
positive factor in this transaction.

While G-Star 2003-3 has a large exposure to subprime RMBS
(approximately 38.4%), the portfolio has limited exposure to the
2006 vintage (approximately 2.3%).  The current portfolio exposure
to 2003 and 2004 vintages is 14.2% and 9.8%, respectively.  Over
70% of the RMBS exposure is to bonds in the mezzanine part of the
RMBS capital structure.  However, G-Star 2003-3 has no exposure to
subprime RMBS assets rated 'BBB-' and below.  Fitch continues to
closely monitor this transaction.

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 rating on the class A-1, A-2 and A-3 notes address the timely
payment of interest and ultimate payment of principal.  The rating
on classes B-1 and B-2 address the ultimate payment of interest
and ultimate payment of principal.  The rating of the preferred
shares addresses the ultimate payment of the principal.

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


GLEN DEVELOPMENT: Files Chapter 11 Plan of Reorganization
---------------------------------------------------------
Glen Development Group LLC filed with the U.S. Bankruptcy Court
for the Western District of Washington a Chapter 11 Plan of
Reorganization and a revised Disclosure Statement explaining that
Plan.

Under the Plan, the Class 1 Secured Claim of King County for real
property taxes will be paid in full on the effective date of the
Plan.

All defaults on Marlow on Ravenna-SEA LLC will be waived and
cured.  Marlow will receive full payment of all principal and
interest owed it at the non-default rate as if no default had
occurred.  Attorney's fees incurred by Marlow in enforcing its
secured claim will be paid from refinancing of the Debtor's real
property after payment of all normal and usual refinancing costs.

The allowed class 3 claim of TRA Industries, Inc. will be paid
$24,500 from the refinancing proceeds on the effective date of the
Plan.

Allowed general unsecured claims and unsecured insider claims will
accrue interest from the effective date of the Plan at the Federal
Judgment Rate and will be paid up to the full amount of their
claim as soon as practicable from the Debtor's sale proceeds.

The equity security interests of the Debtor's members will be
entitled to any sale proceeds remaining after payment in full of
persons holding claim in Classes 1 to 5.

                       About Glen Development

Based in Seattle, Washington, Glen Development Group LLC
filed for Chapter 11 protection on November 22, 2006 (Bankr. W.D.
Wash. Case No. 06-14178).  Michael M. Feinberg, Esq. of Karr
Tuttle Campbell PS represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  In its schedules, the Debtor listed total
assets of $1,500,000 and total debts of $1,389,723.


GOLDENTREE LOAN: S&P Withdraws Low-B Ratings on Four Note Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1a, A-1b, A-2, B, C, D-1, D-2, D-3, and D-4 notes issued
by GoldenTree Loan Opportunities I Ltd., an arbitrage high-yield
CLO transaction.
     
The rating withdrawals follow the redemption of the notes at the
direction of the holders of over 66 2/3% of the subordinated
interests, pursuant to section 9.3 of the indenture.  The
redemption took place on the June 20, 2007, payment date.
    

                       Ratings Withdrawn
   
             GoldenTree Loan Opportunities I Ltd.

                 Rating                  Balance
                 ------                  -------
       Class   To      From       Previous      Current
       -----   --      ----       --------      -------
       A-1a    NR      AAA      $365,000,000     $0.000
       A-1b    NR      AAA            $0.000     $0.000
       A-2     NR      AA-       $51,000,000     $0.000
       B       NR      A-        $64,000,000     $0.000
       C       NR      BBB       $42,000,000     $0.000
       D-1     NR      BB-        $8,000,000     $0.000
       D-2     NR      BB-        $7,000,000     $0.000
       D-3     NR      BB-        $9,000,000     $0.000
       D-4     NR      BB-       $10,000,000     $0.000

                       NR - Not rated.


GREENPARK GROUP: Court Approves Gary Miura as Tax Accountant
------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California gave Greenpark Group LLC and its debtor-affiliates
permission to employ Gary C. Miura, CPA, as their tax accountant.

As reported in the Troubled Company Reporter on March 23, 2007,
Mr. Miura is expected to:

     a. prepare the Debtors' 2006 federal and applicable state
        limited liability company tax returns; and

     b. perform additional accounting functions and services as
        the Debtors and their general insolvency counsel deem
        necessary and appropriate in connection with the
        administration of their Chapter 11 cases.

The Debtors told the Court that Mr. Miura will bill $175 per hour
for this engagement.

To the best of the Debtors' knowledge Mr. Miura does not hold any
interest adverse to the Debtors' estate and is "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Miura can be reached at:

     Gary C. Miura, CPA
     13428 Maxella Avenue, No. 202
     Marina del Rey, California 92375

Headquartered in Seal Beach, California, GreenPark Group LLC,
is a real estate developer and building contractor.  The Company
and its affiliate, California/Nevada Developments LLC, filed for
chapter 11 protection on June 23, 2006 (Bankr. C.D. Calif.  Case
Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell &
Manella, LLP, represents the Debtors.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' bankruptcy
proceedings.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million
and $50 million.


GREENPARK GROUP: Wants Exclusive Plan Filing Period Extended
------------------------------------------------------------
GreenPark Group LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the Central District of California to
extend the exclusive periods of GreenPark Runkle LLC and McCadden
Development to:

     a. file a Chapter 11 plan of reorganization from May 25,
        2007, to July 10, 2007; and

     b. solicit acceptance of that plan from July 25, 2007, to
        September 7, 2007.

GreenPark Group LLC and California/Nevada Developments LLC also
ask the Court to extend the exclusive period to solicit
acceptances of that plan from June 18, 2007, to Sept. 7, 2007.

GreenPark Runkle, McCadden and California/Nevada are GreenPark
Group's debtor-affiliates.

The Debtors tell the Court that they need more time to determine
the extent of all claims and interest filed against their estate
before finalizing their joint Chapter 11 plan.

The Debtors remind the Court that the last of the their bar dates
will expire on June 26, 2007, and the Debtors will be in a better
position to analyze all claims filed against them.

                        About GreenPark Group

Headquartered in Seal Beach, California, GreenPark Group LLC,
is a real estate developer and building contractor.  The Company
and its affiliate, California/Nevada Developments LLC, filed for
chapter 11 protection on June 23, 2006 (Bankr. C.D. Calif.  Case
Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell &
Manella, LLP, represents the Debtors.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' bankruptcy
proceedings.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


HALLWOOD GROUP: Board Chairman Proposes Sale of Assets
------------------------------------------------------
Anthony J. Gumbiner, the chairman of the board and beneficial
owner of 66% of the stock of The Hallwood Group Inc., proposed to
the company's board of directors to consider a liquidation of the
company, which will include a sale of all of Hallwood Group's
interests in its Brookwood Companies Inc. subsidiary and a
disposition of all of Hallwood Group's interests in Hallwood
Energy L.P.  

As part of the liquidation proposal, Mr. Gumbiner proposed that
Brookwood be sold for cash and the net sale proceeds distributed
to all Hallwood Group shareholders pro rata.  He also proposed
that his pro rata portion of Hallwood Group's interests in
Hallwood Energy be distributed to him and that he enter into
negotiations to purchase Hallwood Group's remaining interests in
Hallwood Energy for cash, which would be distributed to the other
shareholders of Hallwood Group.

Finally, Mr. Gumbiner proposed that if he were to purchase
Hallwood Group's remaining interests in Hallwood Energy, other
"accredited" and otherwise qualified Hallwood Group shareholders
be given the opportunity to receive in lieu of cash a pro rata
portion of the Hallwood Energy interests.

Hallwood Group's board has established a special committee of
directors to review the proposal.  The special committee has been
authorized by Hallwood Group's board to review any alternative
proposals that may be received by Hallwood Group or the special
committee.  No decisions were made by the special committee with
respect to whether to recommend approval of the proposal to
Hallwood Group's board of directors.  There can be no assurance
that any agreement on terms satisfactory to the special committee
will result from the special committee's evaluation of the
proposal by Mr. Gumbiner or any other proposals, or that any
extraordinary transaction will be completed.

Headquartered in Dallas, Texas, The Hallwood Group Incorporated
(Amex: HWG) -- http://www.hallwood.com/-- is a holding company  
that operates in the textile products and energy business
segments.  The company's former real estate and hotel business
segments are reported as discontinued operations.

The company's textile products subsidiary, Brookwood Companies
Incorporated, is an integrated textile company focused on woven
nylon products.  Effective Dec. 31, 2005, the company's private
energy affiliates were consolidated into one entity, Hallwood
Energy L.P.  The company disposed of its minority investment in
two energy affiliates, Hallwood Energy Corporation in December
2004 and Hallwood Energy III L.P. in July 2005.


ICONIX BRAND: Completes $287.5MM Convertible Senior Notes Offering
------------------------------------------------------------------
Iconix Brand Group Inc. has closed its offering of $287.5 million
aggregate principal amount of 1.875% Convertible Senior
Subordinated Notes due 2012, in an offering pursuant to Rule 144A
under the Securities Act of 1933, as amended.

The company had priced its $250 million aggregate principal amount
of the Notes, subsequent to which, in connection with the closing,
the initial purchasers exercised in full their option to acquire
an additional $37.5 million of the Notes to cover over-allotments.

The net proceeds to Iconix from the offering were approximately
$280 million, after deducting the initial purchasers' discounts
and estimated offering expenses.

Iconix used approximately $38.8 million of the net proceeds to
fund the net cost of convertible note hedge and warrant
transactions that it entered into with affiliates of the initial
purchasers.  These transactions are intended to offset Iconix'
exposure to potential dilution upon conversion of the Notes by
increasing the effective conversion price to Iconix from $27.56 to
$42.40 and the effective conversion premium from 30% to 100%,
based on the last reported sale price of Iconix stock of $21.20
per share on the NASDAQ Global Select Market on June 14, 2007.

Iconix plans to use the remaining net proceeds from the note
offering to invest in or acquire new brands through mergers, stock
or asset purchases and/or other strategic relationships, although
it has no present commitments or agreements with respect to any
such investment or acquisition, and for general corporate
purposes.

                         About Iconix Brand

Headquartered in New York City, Iconix Brand Group Inc. --
http://www.iconixbrand.com/-- owns fashion brands to retail  
distribution from the luxury market.  The company licenses its
brands to retailers and manufacturers worldwide.

                           *     *     *

The Troubled Company Reporter reported on June 20, 2007, that
Standard & Poor's Ratings Services revised its ratings outlook on
apparel brand manager and licensor Iconix Brand Group Inc. to
negative.  At the same time, Standard & Poor's assigned its 'B-'
debt rating to Iconix's proposed $250 million convertible senior
subordinated notes due 2012.  The notes are being offered pursuant
to Rule 144A with registration rights under the Securities Act of
1933.

As reported in the Troubled Company Reporter on June 18, 2007,
Moody's Investors Service affirmed Iconix Brand Group Inc.'s
corporate family rating at B1 and assigned a B3 rating to the
company's proposed $250 million convertible senior subordinated
note offering.


INTELSAT LTD: Fitch Puts Issuer Default Rating on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed these Intelsat Ltd. ratings on Rating
Watch Negative:

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

Fitch also has placed the ratings of Intelsat's subsidiaries on
Rating Watch Negative.

Approximately $11.4 billion of debt is affected by the action.

The action follows Intelsat's announcement that private equity
firm BC Partners has agreed to acquire a 76% stake in Intelsat for
approximately $4.6 billion in cash.  The current private equity
owners of Intelsat will retain ownership of the remaining 24%
stake.  It is expected that Intelsat's debt will increase by
approximately $3.85 billion, which will increase debt-to-EBITDA
leverage to over 10 times based on the last twelve months EBITDA
as of first-quarter 2007 (1Q-07).  The transaction is expected to
close in six to nine months pending regulatory approvals.

The higher leverage and weaker free cash flow will likely result
in Intelsat's IDR being downgraded to 'CCC' from its existing IDR
of 'B'.  Intelsat has indicated that new debt will be assumed by a
new entity junior to the existing Intelsat, Ltd.  As a result of
the position of the new debt in the capital structure and the
expected retirement of approximately $860 million of debt at
Intelsat, Ltd.  Fitch expects that the Recovery Ratings at
Intelsat Corporation, Intelsat Subsidiary Holding Company, Ltd.
and the guaranteed debt at the existing Intelsat Bermuda could be
unchanged.  However, the expected reduction of Intelsat's IDR will
result in lower issue ratings for all the Intelsat entities, but
the exact issue and recovery ratings will depend on further
evaluation of the capital structure, financial projections and
recovery analysis.  Fitch expects that Intelsat will not have
difficulty receiving regulatory approvals and would likely resolve
its rating watch status prior to closing.

Fitch has placed these ratings of Intelsat subsidiaries on Rating
Watch Negative:

Intelsat (Bermuda), Ltd.

    -- Issuer Default Rating 'B';
    -- Senior unsecured guaranteed notes 'BB-/RR2';
    -- Guaranteed Term Loan 'BB-/RR2';
    -- Senior unsecured non-guaranteed notes 'CCC+/RR6'.


Intelsat Intermediate Holding Company, Ltd. (Int Holdco)

    -- Issuer Default Rating 'B';
    -- Senior unsecured discount notes 'B-/'RR5'.


Intelsat Subsidiary Holding Company, Ltd. (Sub Holdco)

    -- Issuer Default Rating 'B';
    -- Senior secured credit facilities 'BB/RR1';
    -- Senior unsecured notes 'BB-/RR2'.


Intelsat Corporation (f/k/a PanAmSat Corporation)

    -- Issuer Default Rating (IDR) 'B';
    -- Senior secured credit facilities 'BB/RR1';
    -- Senior secured notes 'BB/RR1';
    -- Senior unsecured notes 'B/RR4'.


INTELSAT LTD: Moody's Puts Ratings Under Review and May Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the long term debt ratings of the
Intelsat Ltd. group of companies on review for possible downgrade.

The rating action was prompted by news that TD/EBITDA will
increase substantially from 7.6x to 10.3x (based on last three
quarters annualized, i.e. since last August's acquisition of
PanAmSat Holding Corporation, and incorporating Moody's
adjustments to the company's reported figures).  In turn, this
results from the company's June 19, 2007 announcement that funds
advised by BC Partners are to acquire 76% of the equity of
Intelsat's parent company, Intelsat Holdings, Ltd. The current
shareholders, Apax Partners, Apollo Management, Madison Dearborn
Partners, Permira and management, will retain the 24% balance.  It
was reported that Intelsat's debt will increase by approximately
$3.85 billion, an increase of some 33%, and there is no change to
expectations of cash generation.  The review will focus on
Intelsat's business and prospects, debt and capital structure, and
liquidity arrangements.  Moody's Credit Opinion dated 8 September
2006 provides a thorough review of these matters prior to
incorporating this latest development.  Moody's anticipates
concluding the ratings review in advance of closing, which the
company has indicated is expected within six-to-nine months.

On Review for Possible Downgrade:

Issuer: Intelsat (Bermuda), Ltd.

-- Senior Unsecured Bank Credit Facility, Placed on Review for
    Possible Downgrade, currently B2

-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Possible Downgrade, currently Caa1

Issuer: Intelsat Corporation

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

-- Senior Secured Regular Bond/Debenture, Placed on Review for
    Possible Downgrade, currently Ba2

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

Issuer: Intelsat Holding Corporation

-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Possible Downgrade, currently Caa1

Issuer: Intelsat Intermediate Holding Company, Ltd.

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

Issuer: Intelsat Subsidiary Holding Co. Ltd.

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

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

Issuer: Intelsat, Ltd.

-- Probability of Default Rating, Placed on Review for Possible
    Downgrade, currently B2

-- Corporate Family Rating, Placed on Review for Possible
    Downgrade, currently B2

-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Possible Downgrade, currently Caa1

Outlook Actions:

Issuer: Intelsat, Ltd.

-- Outlook, changed to rating under review from stable

The company has noted that current plans call for its 5.25% $400
million notes due November 2008 in the name of Intelsat, Ltd. to
be defeased or retired.  In addition, some $860 million of debt in
the name of Intelsat (Bermuda), Ltd. has been highlighted as being
repaid, although specific instruments have not been identified.
The ratings review will also address the matter of certain debts
being repaid.

Headquartered in Bermuda, Intelsat is the largest fixed satellite
service operator in the world and is privately held by a group of
financial investors: BC Partners (prospectively), Apax Partners,
Apollo Management, Madison Dearborn Partners, Permira and
management.


ISLE BLACK: Moody's Affirms B1 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service affirmed Isle of Capri Black Hawk, LLC's
B1 corporate family rating, B2 probability of default rating, and
B1 (LGD-3, 34%) senior secured bank loan rating.  The rating
outlook remains stable.

The affirmation of ICBH's ratings follow the downgrade of Isle of
Capri, Inc.'s restricted group ratings that occurred earlier in a
separate rating action.  Isle of Capri, Inc. (B1/stable) owns 57%
of ICBH.

ICBH's ratings consider that despite increased competition and
sometimes unfavorable weather conditions in the Black Hawk, CO
market, the company is expected to generate positive cash flow
after interest, tax distributions, management fees and maintenance
and development capital expenditures in fiscal 2007 and 2008, and
debt/EBITDA after management fees is expected to remain below 6.0
times over the next two years.  Debt/EBITDA after management fees
for the 12-month period ended Jan. 28, 2007 was about 5.6x.  The
affirmation also considers ICBH's stand-alone financing and non-
recourse nature status and does not assume any implied support
from its parent, Isle of Capri Casinos, Inc.

The stable rating outlook acknowledges that the Black Hawk gaming
market has a good historical growth rate and is characterized by
favorable demographics.  Moody's also considers Colorado a
moderate regulatory risk jurisdiction with respect to gaming
legislation.  The stable outlook anticipates that the examination
and restatement of Isle of Capri, Inc.'s consolidated financial
results, primarily related to lease accounting and rent expense,
will not have a material impact on ICBH's or Isle of Capri, Inc.'s
reported earnings and cash flow.

Material findings related to the examination and restatement of
financial statements above what is already expected could have a
negative impact on ratings.  Material EBITDA declines over the
next several quarters could also have a negative impact on
ratings.  Although ICBH has achieved revenue growth, EBITDA has
declined in the past two quarters due to a combination of severe
weather and increased supply in the market.  The company was able
to negotiate a modification to its total leverage covenant earlier
this year that slightly increased the maximum consolidated total
leverage ratio through the remainder of fiscal 2007.

Ratings upside is limited at this time given ICBH's relatively
small size and lack of geographic diversification.  The ratings
are also limited by the high degree of competition in Black Hawk
which will likely keep credit metrics consistent with a 'B'
category corporate family rating.

Moody's most recent action on ICBH occurred on Sep. 26, 2006 when
Probability of Default ratings and Loss Given Default assessments
were assigned to the ICBH as part of the general roll-out of the
LGD product.

Isle of Capri Black Hawk, LLC is a 57%-owned unrestricted
subsidiary of Isle of Capri Inc. Isle of Capri, Inc. (Nasdaq:ISLE)
owns and operates gaming facilities throughout the US, UK and
Bahamas.  Isle of Capri Black Hawk's net revenue for the 12-month
period ended Jan. 28, 2007 was slightly above $200 million.


ISLE OF CAPRI: Increased Debt Cues Moody's to Lower Group Ratings
------------------------------------------------------------------
Moody's Investors Service lowered Isle of Capri, Inc.'s restricted
group ratings based on the expectation that the company will not
be able to reduce its leverage to a level considered more
appropriate for a Ba3 corporate family rating.  The downgrade
considers that as a result of increased debt associated with
several expansion projects and competitive pressures, particularly
in Iowa and Kansas City, Restricted Group debt/EBITDA will likely
remain above 6.0 times (x) through 2009.

The Restricted Group's corporate family and probability of default
ratings were lowered to B1 from Ba3.  The rating on the company's
existing $700 million secured bank loan facility was lowered to
Ba2 (LGD-2, 20%) from Ba1 (LGD-2, 18%) while its senior
subordinated note ratings were lowered to B3 (LGD-5, 78%) from B1
(LGD-5, 76%).

This action affects Restricted Group ratings only and does not
affect Isle of Capri Black Hawk, LLC's ratings (B1/stable).  Isle
Black Hawk is a 57%-owned unrestricted subsidiary of Isle of Capri
Inc.  Isle Black Hawk along with Isle's 67% interest in Blue Chip
PLC are held through unrestricted subsidiaries, and as a result,
the debt at those subsidiaries is non-recourse to the Restricted
Group.

The assignment of a stable rating outlook acknowledges the
Restricted Group's geographic and property diversification, and
expectation that both the Pompano Park racino (opened April 2007)
and the Waterloo Casino in Iowa (expected to open by June 30,
2007) will have a long-term positive impact on the Restricted
Group's cash flow and asset profile.  The stable outlook also
assumes that the examination and restatement of financial results
currently underway will not have a material impact on reported
earnings and cash flow.  The examination and restatement is
related primarily to lease accounting and rent expense.

Material findings related to the examination and restatement of
financial statements above what is already expected could have a
negative impact on ratings.  A slower than expected ramp up of the
Waterloo casino and Pompano Park could also have a negative impact
on ratings. Ratings improvement would require that the Restricted
Group achieve and maintain debt/EBITDA at or below 5.0x and that
profitability and coverage measures also map within the 'Ba'
indicated rating category as defined in Moody's Global Gaming
Methodology.

Separately, Moody's assigned a rating of Ba3 (LGD-3, 34%) to all
tranches of the Restricted Group's new $1.35 billion senior
secured bank credit facility including a $500 million revolver,
$700 million term loan, and $150 million delay draw term loan.
Proceeds from the new credit facility will be used to refinance
the company's existing $700 million credit facility and $200
million 9% senior subordinated notes due 2012, and provide
additional liquidity for anticipated expansion projects and pay
prepayment premiums and transaction related fees.  The rating
assigned to the new senior secured credit facility reflects the
application of Moody's loss given default methodology to the pro
forma capital structure.  The Restricted Group's $500 million 7%
senior subordinated notes will remain in the capital structure and
its rating is not expected to change once the new bank facility
closes.  The Ba2 rating on the Restricted Group's existing $700
million bank facility will be withdrawn once the new $1.35 billion
bank facility becomes in effect.

Moody's most recent action on the Restricted Group occurred on
Sep. 28, 2006 when Probability of Default ratings and LGD
assessments were assigned to the company as part of the general
roll-out of the LGD product.  Prior to that (Feb 14, 2006),
Moody's confirmed the Restricted Group ratings and assigned a
negative ratings outlook.

Isle of Capri, Inc. (Nasdaq:ISLE) owns and operates gaming
facilities throughout the US, UK and Bahamas, in addition to a 57%
interest in two Colorado properties (Isle Black Hawk and Colorado
Central Station Black Hawk which the company also owns and
operates.  Reported net revenues for the latest 12-month period
ended Jan. 28, 2007, Isle of Capri's consolidated net revenues
were about $1.1 billion.


KARA HOMES: Can Sell New Jersey Project for $150,000 in Cash
------------------------------------------------------------
Kara Homes Inc. obtained authority from the U.S. Bankruptcy Court
for the District of New Jersey to sell its project in Galloway
Township, New Jersey for $150,000 cash plus the assumption of
$3.4 million in first mortgage debt, Bill Rochelle of Bloomberg
News reports.  

Bloomberg says the property, which has 15 single family lots and
four partially completed homes, will be sold to New Jersey home
builder, Alliance Homes LLC.

Earlier, the Court authorized Kara Homes, Kara at Hawkins Ridge
LLC and their debtor-affiliates to borrow, on a final basis, up to
$7,999,217 from Plainfield Specialty Holdings II Inc.

The Debtors said that the proceeds of the credit facility will be
use to fund:

    a. the completion of the construction of certain of Hawkins
       Ridge's properties; and

    b. fees and expenses related to the Plainfield facility and
       other expenses, including a facility fee of $57,000 and a
       repayment fee of 1% of all advances to be repaid under the
       Plainfield facility.

The Plainfield facility, totaling $7,999,217, bears an interest
rate of 12% per annum.

In exchange for the financing under the Plainfield facility, Kara
Homes told the Court that Hawkins Ridge will grant Plainfield
a blanket priming lien, superior to all other liens, claims and
security interests of any other creditors on all of Hawkins
Ridge's present and future assets.

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.  
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard represents the Official Committee
of Unsecured Creditors.  Traxi LLC serves as the Debtors' crisis
manager.  The Debtors engaged Perry M. Mandarino as chief
restructuring officer, and Anthony Pacchia as chief financial
officer.  When Kara Homes filed for protection from its creditors,
it listed total assets of $350,179,841 and total debts of
$296,840,591.


KARA HOMES: Plan Confirmation Hearing Deferred to July 6
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on July 6, 2007, to consider confirmation of
Kara Homes Inc. and its debtor-affiliates' Chapter 11 Plan of
Reorganization, Bill Rochelle of Bloomberg News reports.

The confirmation hearing was previously set for June 19.

The Court approved the Debtors' Disclosure Statement describing
their Plan on April 16, 2007.   The Court determined that the
Disclosure Statement contained adequate information -- the right
kind of the right amount for creditors to make informed decisions
when asked to vote for the Plan.

                      Overview of the Plan

The Plan contemplates continuation of the Debtors' business
including the sale and construction of certain developments.

Generally, the Plan contemplates that a holding company consists
of Plainfield Specialty Holding II Inc. and other investors will
acquire 100% of:

     a. new common shares in Kara Homes Inc.; and

     b. membership interest in the affiliates coupled with
        the name Kara Homes Inc. in exchange for:

         i. the infusion of $8 million in cash, and

        ii. two lending facilities aggregating up to
            $90 million.

Plainfield, a DIP Loan holder, purchased the mortgage lien of
National City Bank the Hawkins Ridge development.

The Debtors say that $60 million lending facility will be used to
fund the cash-outs of certain construction mortgage holders.  The
Debtors also say that $30 million lending facility will be used
to fund construction of certain developments.

The Debtors further say that $8 million in new cash will be used
to pay for administration expenses, priority and tax payments,
cure payments, real estate taxes on certain projects and working
capital.

The Plan further provides that the net proceeds from the
sale of certain assets together with the net proceeds from the
construction of certain developments will be distributed by the
Debtors to the holders as described under the Plan.

                       Treatment of Claims

Under the Plan, Municipal Tax and Municipal Utility Authorities'
Claims will be paid in full by the reorganized Debtors from the
new equity.  Holders of the claim will remain as liens on their
collateral.

The Debtors have the option to reinstate the Claims of Prepetition
Institutional Mortgage holders at a percentage of par or sell the
holder's collateral.  In addition, the Debtors say that holders
the claim can elect to:

     i. accept cash-outs where offered; or

    ii. pursue their remedies with respect to their collateral.

Each holder of Subordinated Mortgage Claims will be paid, if
allowed, in accordance with the terms of new loan documents to be
issued to the holders.  All old loan documents will be cancelled
as of the Plan effective date.

Claims of Construction Lienholders will be reinstated to the
extent of the value of the underlying collateral without interest
and will remain as liens on their collateral in the same priority
and extent as existed prepetition.

Holders of Contract Purchasers for Deposits Claim will be assumed
by the Debtors.  The contract purchasers will consummate the
transaction and close the purchase of the home.

Claims of Plainfield Specialty Holding II Inc. will be reinstated
and extended with interest to accrue at the agreed rate as set
forth in the DIP Loan Documents for a period of 36 months.  
Monthly payments of interest accrued will commence 6 months
from the Plan effective date.

Claims of Unsecured Creditors will receive:

     i. $500,000 on the Plan effective date;

    ii. a share in the development note issued up to $5,000 per
        home on the closing and sale from net available cash; and

   iii. a share in the proceeds generated in the creditors trust.

Bond Companies and Sureties will be paid, without interest, over a
period of years starting 120 days from the Plan effective date
until Sept. 1, 2011.

Each holder of Equity Interest will be expunged, extinguished and
all outstanding stock and membership interest will be cancelled.

A full-text copy of the Chapter 11 Plan of Reorganization is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=070427231558

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.  
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard represents the Official Committee
of Unsecured Creditors.  Traxi LLC serves as the Debtors' crisis
manager.  The Debtors engaged Perry M. Mandarino as chief
restructuring officer, and Anthony Pacchia as chief financial
officer.  When Kara Homes filed for protection from its creditors,
it listed total assets of $350,179,841 and total debts of
$296,840,591.


LAZY DAYS: S&P Lowers Corporate Credit Rating to B from B+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Seffner, Florida-based recreational vehicle retailer
Lazy Days' R.V. Center Inc. to 'B' from 'B+'.  The outlook is
negative.
     
The downgrade reflects erosion in the company's credit measures to
levels inconsistent with the previous rating.  This weakening--
despite flat debt levels--was driven by several factors, including
lower margins, which have led to reduced earnings and cash flow
measures.
     
First quarter EBITDA was down 18% year over year.  Results for the
rest of the year could also be pressured absent improvements in RV
sales broadly, used Class A sales in particular, and/or increased
financing penetration or cost reductions.  Still, in the longer
term, we expect favorable demographic trends, in particular the
aging of baby boomers, to support growth of the RV market.


LE-NATURE'S INC: Panels File Joint 2nd Amended Liquidation Plan
---------------------------------------------------------------
The Official Committee of Unsecured Creditors, the Ad Hoc
Committee of Secured Lenders, and the Ad Hoc Committee of Senior
Subordinated Noteholders, filed with the U.S. Bankruptcy Court for
the Western District of Pennsylvania their Joint Amended Chapter
11 Plan of Liquidation for Le-Nature's Inc. and its debtor-
affiliates.

                       Overview of the Plan

The Plan Proponents tell the Court that the Plan's primary
objectives are to:

    -- liquidate the assets of the estates and prosecute causes of
       action;

    -- maximize the value of the ultimate recovery to all
       creditors on a fair and equitable basis, compared to the
       value they would receive if the assets of the Debtor was
       liquidated under chapter 7 of the Bankruptcy Code; and

    -- settle, compromise or otherwise dispose of certain disputes
       and claims.

                       Treatment of Claims

Under the Plan, Administrative, Priority Non-Tax and Fee Claims
will be paid in full, in cash.

Holders of Priority Tax Claims will receive, either:

     a. cash on the effective date of the Plan; or

     b. deferred cash payments in equal annual installments
        through the fifth anniversary of the Debtors' bankruptcy
        filing, plus interest at 6% per annum.

Lenders Secured Claims will receive, in full satisfaction,
settlement, release, and discharge of and in exchange for their
claims:

     a. tier one trust beneficial interest;

     b. additional tier one trust beneficial interest, as a
        result of the disallowance of any disputed claim; and

     c. all proceeds distributed under the terms of the Plan and
        the liquidation trust agreement.

Other Secured Claims holders will receive, in full satisfaction of
their claims, at the option of the Liquidation Trust:

    (a) payment in cash from proceeds from the sale or disposition
        of the collateral securing their claims, to the extent of
        the value of any holder's lien on the property;

    (b) surrender of the collateral securing their claims; or

    (c) other distributions as that will satisfy the requirements
        stated in Section 1129 of the Bankruptcy Code.

Subordinated Litigation Claims are entitled to:

    (a) a pro-rata share of the tier three trust beneficial
        interests;

    (b) additional pro-rate share of the tier three trust
        beneficial interests, as a result of the disallowance of
        any disputed claim in this class; and

    (c) all proceeds distributed pursuant to the terms of
        the Plan and the Liquidation Trust Agreement.

Interest Holders will receive:

    (a) Tier Four Trust Beneficial Interests;

    (b) additional pro-rate share of the Tier Four Trust
        Beneficial Interests, as a result of the disallowance of
        any Disputed Interest in this Class; and

    (c) all proceeds distributed pursuant to the terms of
        the Plan and the Liquidation Trust Agreement.

                         Unsecured Claims

The Plan Proponents disclose that Unsecured Claims are divided
into three sub-classes:

    * Lenders Unsecured Claims;
    * General Unsecured Claims; and
    * Unsecured Subordinated Notes Claims.

Under the Plan, Holders of Lenders Unsecured Claim will receive:

    (a) Tier Two Trust Beneficial Interests;

    (b) an additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of disallowance of any
        Disputed Claim under this class;

    (c) and additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of Turnover Enforcement
        of Unsecured Subordinated Notes Claims distributions; and

    (d) all proceeds distributed pursuant to the terms of the Plan
        and the Liquidation Trust Agreement.

    (e) a percentage of the proceeds of the TSI/Holdings Property
        to other holder of Unsecured Claims, subject to:

        i. used of the proceeds to fund the Initial Trust Funding
           and the Liquidation Trust Reserve; and

       ii. reallocation of the proceeds to holder of Unsecured
           Claims.

Creditors holding General Unsecured Claims will receive:

    (a) Tier Two Trust Beneficial Interests;

    (b) an additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of disallowance of any
        Disputed Claim under this class;

    (c) all proceeds distributed pursuant to the terms of the Plan
        and the Liquidation Trust Agreement.

    (e) a percentage of the proceeds of the TSI/Holdings Property
        to other holder of Unsecured Claims, subject to:

        i. used of the proceeds to fund the Initial Trust Funding
           and the Liquidation Trust Reserve; and

       ii. reallocation of the proceeds to holder of Unsecured
           Claims.

Holders of Unsecured Subordinated Notes Claims will receive:

    (a) Tier Two Trust Beneficial Interests;

    (b) an additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of disallowance of any
        Disputed Claim under this class;

    (c) all proceeds distributed pursuant to the terms of the Plan
        and the Liquidation Trust Agreement, provided, however,
        that the distributions will be deemed reallocated and
        distributed on account of Lenders Unsecured Claims, as a
        settlement of potential claims by Lenders for enforcement
        of contractual subordination provisions in Senior
        Subordinated Notes Indenture, in accordance with the
        "Turnover Enforcement."

    (d) a percentage of the proceeds of the TSI/Holdings Property
        to other holder of Unsecured Claims, subject to:

        i. used of the proceeds to fund the Initial Trust Funding
           and the Liquidation Trust Reserve; and

       ii. reallocation of the proceeds to holder of Unsecured
           Claims.

                      About Le-Nature's Inc.

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

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

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


LEE'S TRUCKING: IRS Plan Objection Hearing Scheduled on June 27
---------------------------------------------------------------
The Honorable James G. Mixon of the U.S. Bankruptcy Court for the
Western District of Arkansas will convene a hearing at 9:30 a.m.  
on June 27, 2007, at the U.S. Post Office and Courthouse, 101 S.
Jackson Avenue in El Dorado, Arkansas, to consider the objection
of the U.S. Internal Revenue Service to the confirmation of the
Amended Chapter 11 Plan of Reorganization of Lee's Trucking Inc.

The IRS, represented by Robert C. Balfe, U.S. Attorney for the
Western District of Arkansas, tells the Court that it filed a
proof of claim after the Debtor's May 13, 2005 petition date,
setting a secured claim of $1,828,592, an unsecured priority claim
of $549,887, and an unsecured general claim of $94,917.

Since no objection was made to the IRS proof of claim, it was
deemed allowed.

Yet, the IRS explains, the plan appears to violate the anti-
injunction act of the Internal Revenue Code because it states that
no penalties assessed post-petition will be paid.  This provision
is an injunction against certain post-petition actions.

The IRS also contends that the plan makes no provision for the tax
claims to retain their status as tax obligations after the
confirmation of the plan.

In addition the Debtor's proposed plan fails to provide that if
the reorganized debtor defaults on the payments of a tax debt due
to the IRS under the plan, then the entire tax debts still owed to
the agency will become due and payable immediately and the IRS may
collect these unpaid tax liabilities through the administrative
collection provisions of the Internal Revenue Code.

Headquartered in El Dorado, Arkansas, Lee's Trucking, Inc. --
http://www.leestrucking.com/-- transports bulk chemicals, non-    
hazardous materials, hazardous materials, and hazardous waste.  
The Company filed for chapter 11 protection on May 13, 2005
(Bankr. W.D. Ark. Case No. 05-73565).  Robert L. Depper, Jr.,
Esq., at Depper Law Firm represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


LEWISTON HALL: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lewiston Hall Properties, L.L.C.
        P.O. Box 13083
        Huntsville, AL 35802

Bankruptcy Case No.: 07-81544

Chapter 11 Petition Date: June 20, 2007

Court: Northern District of Alabama

Debtor's Counsel: Kevin D. Heard, Esq.
                  Heard & Associates, L.L.C.
                  307 Clinton Avenue West Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818

Total Assets: $3,504,001

Total Debts:  $3,266,506

Debtor's Two Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Elizabeth M. Hall           equity/                   $945,445
P.O. Box 13083              construction/
Huntsville, AL 35802        operating costs


Randy H. Lewis              equity                     $33,000
P.O. Box 13083
Huntsville, AL 35802


LIONEL LLC: Seeks October 16 Exclusivity Period Extension
---------------------------------------------------------
Lionel LLC and its debtor-affiliate, Liontech Company, ask the
U.S. Bankruptcy Court for the Southern District of New York to
extend their exclusivity period until Oct. 16, 2007, Bill Rochelle
of Bloomberg News reports.

According to Bloomberg, the Court is set to consider the Debtors'
request at a hearing on Wednesday next week, June 27, 2007.

                    Overview of the Plan

Last month, the Debtors filed with the Court a Disclosure
Statement explaining their Chapter 11 Plan of Reorganization.

Under the Plan, claims that will be paid in full with cash, plus
post-bankruptcy filing interest on the distribution date, include:

   * Debtor-in-Possession facility claims;
   * administrative claims;
   * professional fee claims;
   * priority tax claims;
   * secured claims; and
   * general unsecured claims.

The Debtors state in their Plan that holders of intercompany
claims will be reinstated on the effective date.

Holders of Existing Lionel Membership Interest will be also
be retained, but, subject to potential dilution resulting from
the exercise of the management options, if issued, and issuance
of new Lionel membership interest to the new equity investor.

All existing Liontech Common Stock Interest will be retained by
the reorganized Lionel.

                          About Lionel LLC

Based in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- markets model train products, including
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.
The Company filed for chapter 11 protection on Nov. 15, 2004
(Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh, Esq., at
O'Melveny & Myers LLP; and Adam Craig Harris, Esq., and Adam L.
Hirsch, Esq., at Schulte Roth & Zabel LLP represent the Debtor
in its restructuring efforts.  David M. LeMay, Esq., and
Francisco Vazquez, Esq., at Chadbourne & Parke, LLP, represented
the Official Committee of Unsecured Creditors.  When the Company
filed for protection from its creditors, it estimated assets
between $10 million and $50 million and estimated debts more
than $50 million.


MAYCO PLASTICS: Confirmation of Liquidation Plan Denied
-------------------------------------------------------
The Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court
for District of Eastern District of Michigan has denied
confirmation of Mayco Plastics, Inc. and its debtor-affiliates'
plan of liquidation and disclosure statement.

In addition, the Court set Aug. 10, 2007 as the new deadline for
filing a combined plan of reorganization and disclosure statement.  

Judge Shefferly further ordered the Debtors to appear at
11:00 a.m., Aug. 17, 2007, at 211 West Fort Street, Suite 1975,
Detroit, Michigan, and show cause why their bankruptcy cases
should not be converted or dismissed, in the event the Debtors
fail to file a combined plan and disclosure statement.

The Debtor's Plan of Liquidation proposes to pay Class I Priority
Claims in full, and in cash.  Holders of allowed secured and
unsecured claims will receive a pro rata distribution of unsecured
carveouts, proceeds from avoidance actions and prepetition
collateral.

                       About Mayco Plastics

Based in Sterling Heights, Michigan, Mayco Plastics Inc.
-- http://www.mayco-mi.com/-- is an automotive supplier of
injection molded plastics.  Stonebridge Industries Inc., the
majority shareholder and parent of Mayco Plastics, is an
investment firm that acquires companies and helps them grow their
business in order to increase shareholder value.

Mayco and Stonebridge filed for chapter 11 protection on Sept. 12,
2006 (Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743).  Stephen
M. Gross, Esq., and Jeffrey S. Grasl, Esq., at McDonald Hopkins
Co. LPA represent the Debtors.  AlixPartners LLC serves as the
Debtors' financial advisor.  Shannon L. Deeby, Esq., at Clark Hill
PLC is counsel to the Official Committee of Unsecured Creditors
while Grant Thornton LLP serves as its Financial Advisor.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


MEG ENERGY: Moody's Confirms Ba3 Rating on $750MM Sr. Term Loan
---------------------------------------------------------------
Moody's Investors Service confirmed MEG Energy Corp.'s Ba3
Corporate Family rating and confirmed a Ba3 rating on its existing
$750 million delayed draw senior first secured term loan.

The rating outlook is stable, concluding a review for downgrade.
Moody's initiated the review when MEG signaled late last year that
it would be making proportionately sizable acquisitions of
undeveloped oil sands lease acreage before reaching key
performance milestones and first cash flow from its steam assisted
gravity drainage oil sands development in Alberta, Canada.  With
heavy capital spending and no material cash flow until early 2009,
it is essential for MEG to fund acquisitions almost exclusively
with equity.

Over the last five months, MEG issued CDN$950 million in common
equity.

MEG is a privately-held Canadian oil sands development firm.  It
is late in Phases I and II and early in Phases III and IV
development of an at least CDN$2.4 billion SAGD oil sands facility
in the Christina Lake region of the Athabasca oil sands of
Alberta, Canada.  The Phase I pilot is designed to generate 3,000
barrels per day of bitumen by early 2008 while Phase II is
designed to reach another 22,000 barrels per day by late 2009.
With its most recent lease acquisition, MEG owns holds 100%
working interests in 589 square miles of oil sands leases which
third party engineer GLJ Petroleum Consultants estimate contain
potentially 3.5 billion barrels of recoverable bitumen resources.

The ratings confirmation reflects that MEG has completed its
second substantial acquisition while establishing a pattern of
nearly full equity funding of such acquisitions.  This has added
materially to the asset coverage of the rated loan.  To date, MEG
has completed 330 evaluation core holes on its 80 square miles of
Christina Lake acreage, and has completed the drilling of 6 steam
injection and bitumen production well pairs.  The confirmation
also reflects that Phase I and Phase II construction remains
largely on time and that its current estimate of remaining costs
are fully backed by cash-on-hand and committed debt funding.

Currently, MEG has zero net debt, though debt will rise as
development continues MEG currently estimates an additional
CDN$570 million of remaining Phases I and II project costs, which
appears adequately funded by cash-on-hand (approximately
CDN$469 as of March 31, 2007) and C$350 million undrawn under its
delayed draw term loan.  MEG is preliminarily funding additional
Christina Lake expansions, and is evaluating further expansions
beyond those being currently funded, that could increase
production to over 200,000 barrels per day over the next ten
years.  Given our view of current cost estimates and our
expectations for sector project cost inflation, the associated
project costs would be multiples of Phase I and II costs.

However, MEG's cost estimates will be updated in fall 2007.
Current cost estimates remain sufficiently close to those at the
time of our initial March 2006 rating to support the current
ratings.  Furthermore, while MEG holds major resources and strong
asset coverage, the ratings also reflect the uncertainties and
challenges of a start-up SAGD project in the face of escalating
sector project costs, inherent uncertain degree of production
response to SAGD steaming, volatile oil and natural gas prices
overall, sector operating cost pressures, and steep price
discounting of diluted bitumen.

Because MEG's project is a pure upstream operation that will sell
low value diluted bitumen rather than upgraded synthetic crude
oil, it has thereby also avoided the massive cost overruns,
delays, and erosion of project economics incurred by all
competitors that are building bitumen upgraders.  Nevertheless,
with project cost escalation risk extant across the oil sands
sector, the outcome of MEG's project cost update later this year
is important to the current ratings.  It is also important to the
ratings that MEG continue to fully fund acquisitions and cost
overruns with ample common equity.

Thus far, MEG's principal project disappointment has so far not
impacted its ratings.  MEG commenced the Phase I pilot steam
injection in late March 2007.  However, an early-May failure in
the steam and emulsion lines, connecting its steam generators and
processing facilities to its steam injection and bitumen
production wells, halted steaming until later this year.  While
the Phase I pilot would not have generated material cash flow, it
would have provided early insight into the productivity of MEG's
properties and expected ranges for the important steam/oil ratio.
MEG reports that its Phase II schedule and costs have not been
impacted by the Phase I pilot disappointment.

In January 2007, MEG completed its first large private equity
offering since the initial ratings, by issuing C$800 million of
new private common equity in January 2007, increasing the offering
from an initially planned CDN$550 million.  Proceeds primarily
repaid its unrated $400 million senior subordinated unsecured term
loan (CDN$477 million) raised to bridge finance its CDN$420
million acquisition of Athabasca oil sands leases in September
2006, with the remainder used to fund Christina Lake outlays and
other capital investments.

On June 4, 2007, for CDN$301.7 million ($284.2 million), MEG
reached an agreement to acquire Paramount Resources Ltd.'s oil
sands leases (12 sections, 7,680 acres) adjacent to MEG's Surmont
leases plus shut-in natural gas rights (128.4 net sections) in the
Surmont area of northeastern Alberta.  MEG raised proportionately
substantial equity funding for the acquisition, including
CDN$151.7 million in MEG common shares issued to the seller, a
CDN$75 million subordinated secured note due June 2008 issued to
the seller, and CDN$75 million in cash.  The incremental capital
required for the leases is expected to be a low CDN$10 million
over the next two years since the acquired lands have already been
delineated with core holes and seismic. McDaniel & Associates
Consultants Ltd. estimates that the leases may yield 400 million
barrels of gross recoverable bitumen and 29.3 billion gross cubic
feet of proved and probable gas reserves.

As of 1Q07, MEG had cash reserves of CDN$469 million, with an
additional CDN$79 million in a debt service reserve account.  In
addition, the company has a $50 million 3-year revolving credit
facility, which is used to fund letters of credit, and an undrawn
US$350 million portion of its delay-draw $700 million Term Loan B
available to fund Phase I and II costs and initial costs of other
expansion phases.  With the inclusion of MEG's on-hand cash
balance, expected Phase I production cash flow, and its term loan
and revolver availability, MEG should have adequate liquidity
coverage for Phase II costs and initial costs of other expansions.
MEG will need to revisit the debt and/or equity markets, if Phase
II costs escalate significantly more than currently expected, to
fund future expansion phases at Christina Lake and Surmont, and to
fund exploration of its large undeveloped oil sand lease base.

MEG's Christina Lake Phase I construction was completed in March
2007 when it was turned over to operating personnel.  Steam
injection had commenced in February 2007.  However, MEG reported
in early May that steaming was suspended due to a failure in the
facility's steam delivery line and adjacent emulsion line.  The
incident is under investigation and estimates for resumed steaming
are currently undetermined. Financial impact is expected to be
modest with insurance actions underway -- no impact to Phase II
expansion is anticipated.

Ratings upside resides on sound performance, historically strong
realized prices, and funding plan for additional expansion if MEG
proceeds with subsequent development at Christina Lake, which can
potentially provide an additional average daily production of
185,000 barrels per day beyond Phases I and II production over the
next ten years.

However, the outlook and ratings are subject to:

    * continued progress in the commissioning and start-up of its
      Christina Lake Phase I development leading to commercially
      viable bitumen production,

    * Phase II construction commencement and reasonably meeting
      budget for total production, cost projections, production
      and decline curve per well, and reinvestment needed to
      sustain production,

    * disciplined management of operational and capital spending
      prior to commercial production and first real cash flow,

    * expected realized prices continuing to remain historically
      high to support unit costs and leverage, and

    * mounting environmental pressure due to growing oil sands
      emission concerns.

MEG Energy Corp. is headquartered in Calgary, Alberta, Canada.


MGM MIRAGE: Joint Venture Project Cues Fitch to Remove Neg. Watch
-----------------------------------------------------------------
Fitch has removed MGM MIRAGE's ratings from Rating Watch Negative
following the company's announcement of a joint venture project
with Kerzner International and Kirk Kerkorian's subsequent
announcement that he is no longer pursuing negotiations to buy
MGM's Bellagio and CityCenter properties.  Fitch has affirmed
MGM's existing ratings with a negative rating outlook, as
Kerkorian also announced that he still plans to continue to
monitor his investment and review and evaluate opportunities to
enhance MGM's shareholder value.

These ratings are affected:

    -- Issuer Default Rating 'BB';
    -- Senior credit facility 'BB';
    -- Senior notes 'BB';
    -- Senior subordinated notes 'B+';

Tracinda Corporation, which is Mr. Kerkorian's investment vehicle,
owns 56% of MGM MIRAGE's shares outstanding.  Fitch initially
placed MGM's credit ratings on Rating Watch Negative on May 22,
2007 following Tracinda's SEC filing that noted it planned to
explore purchasing MGM's Bellagio and CityCenter and also consider
strategic alternatives that could have included financial
restructuring transactions involving all or a substantial portion
of the remainder of MGM.

Following the announcement, MGM's Board of Directors has
terminated its Transactions Committee formed to consider
Tracinda's proposals.  While the near-term probability of a
restructuring is now less likely since Tracinda is no longer
considering purchasing the Bellagio and CityCenter, Fitch believes
longer-term risk remains with respect to restructuring/shareholder
friendly actions, which is the basis for the negative outlook.  
Fitch believes that any financial restructuring driven by Tracinda
would likely adversely affect MGM's credit profile and its
leverage is already somewhat high for the rating category.

MGM's joint venture agreement with Kerzner International includes
a multi-billion dollar property to be developed on 40 acres of
land at the north end of the LV Strip at the corner of LV
Boulevard and Sahara Avenue.  MGM owns 78 acres of land on that
corner, 34 acres of which it recently acquired for $575 million,
or $17 million per acre. MGM will contribute land to the 50/50 JV
valued at $20 million an acre, or $800 million. Kerzner and a
financial partner will contribute cash equity and the project also
be third-party debt financed.

Fitch views positively that MGM has been entering into agreements
and partnerships that seek to create value by using its
underutilized real estate assets, brand portfolio, and development
and management capability.  Through JVs, the company has been
mitigating the stress on its balance sheet, by providing primarily
land and intangible assets with limited capital commitments.  
Still, Fitch will closely monitor the potential for capital
contribution increases as the projects are developed.

MGM ended Q1 with $13.24 billion in debt and generated $617
million of wholly-owned EBITDA in Q1 for $2.43 billion generated
in the LTM ended March 31, 2007 for leverage of roughly 5.5x.  
That is likely to increase following the land purchase in Q2.


MITEL NETWORKS: High Debt Leverage Prompts S&P's B Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Ottawa-based Mitel Networks Corp.  The
outlook is stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's proposed secured financing,
comprising $275 million of first-lien debt (a $30 million
revolving credit facility due 2012, and a $245 million term loan B
due 2014) and a US$185 million second-lien term loan due 2015.  
The borrower of the term loans is wholly owned subsidiary, Mitel
U.S. Holdings, Inc.  The co-borrowers of the revolving credit
facility are the parent, Mitel Networks Corp., and indirectly
owned subsidiary, Mitel Networks Inc.  The term loans and
operating revolver are cross-guaranteed by all direct and indirect
material subsidiaries of the company.
     
The issued rating on the first-lien debt is 'BB-', with a recovery
rating of '1', indicating an expectation of a very high (90%-100%)
recovery of principal in the event of a payment default.  The
issue rating on the second-lien facility is 'CCC+', with a
recovery rating of '6', indicating an expectation of a negligible
(0%-10%) recovery of principal in the event of default.
     
Proceeds from the bank facilities will be used to partially fund
the purchase of Tempe, Arizona-based Inter-Tel Inc. Mitel and
Inter-Tel are involved in designing, manufacturing, and selling
communication equipment and related services geared to enterprise
customers, with a particular focus on telephony products for
small-to-medium business customers.
     
"The rating assignment on Mitel reflects its very high pro forma
debt leverage and correspondingly weak credit measures," said
Standard & Poor's credit analyst Madhav Hari.  "It also reflects
Mitel's narrow focus on the small-to-medium business segment,
strong competition from large industry players, weak historical
operating performance at both companies, and integration risks
associated with the purchase of a large company," Mr. Hari added.  
These factors are somewhat tempered by Mitel's enhanced market
presence; potential for improved margins, given the synergies and
scale benefits; a better product roadmap; enhanced distribution;
and healthy cash flow generation.
     
The outlook is stable.  The Inter-Tel acquisition improves the
company's business prospects given an improved market position,
profitability, and operating cash flows.  Still, competition from
large vendors and limited financial flexibility, together with
integration and execution risks, will lead to only moderate
improvements to credit metrics in the near term.  Should the
company improve its market position meaningfully, and realize
higher synergies, we could revise the outlook to positive.  
Conversely, if the company's market position weakens or
profitability is challenged, S&P could revise the outlook and
ratings downward.


ML-CFC COMMERCIAL: Moody's Assigns Low-B Rating on 6 Cert. Classes
------------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by ML-CFC Commercial Mortgage Trust 2007-7.

The provisional ratings issued on May 31, 2007 have been replaced
with these definitive ratings:

-- Class A-1, $53,236,000, rated Aaa
-- Class A-2, $110,798,000, rated Aaa
-- Class A-SB, $102,775,000, rated Aaa
-- Class A-4, $787,943,000, rated Aaa
-- Class A-1A, $605,863,000, rated Aaa
-- Class AM, $233,551,000, rated Aaa
-- Class AJ, $174,358,000, rated Aaa
-- Class B, $55,710,000, rated Aa2
-- Class C, $27,855,000, rated Aa3
-- Class D, $45,264,000, rated A2
-- Class A-2FL, $30,000,000, rated Aaa
-- Class A-3FL, $204,236,000, rated Aaa
-- Class A-4FL, $55,000,000, rated Aaa
-- Class AM-FL, $45,000,000, rated Aaa
-- Class AJ-FL, $45,000,000, rated Aaa
-- Class E, $27,856,000, rated A3
-- Class F, $34,818,000, rated Baa1
-- Class G, $27,855,000, rated Baa2
-- Class H, $24,373,000, rated Baa3
-- Class J, $10,446,000, rated Ba1
-- Class K, $10,446,000, rated Ba2
-- Class L, $10,445,000, rated Ba3
-- Class M, $6,964,000, rated B1
-- Class N, $6,964,000, rated B2
-- Class P, $6,964,000, rated B3
-- Class X, $2,785,502,676*, rated Aaa

* Approximate notional amount

Moody's has withdrawn the provisional ratings of this class of
certificates:

-- Class A-3, $204,236,000, WR


MOST HOME: Posts $848,628 Net Loss in Quarter Ended April 30
------------------------------------------------------------
Most Home Corp. reported a net loss of $848,628 on net revenues of
$374,962 for the third quarter ended April 30, 2007, compared with
a net loss of $754,827 on net revenues of $403,444 for the same
period ended April 30, 2006.

The decrease in revenues is mainly attributable to the decrease in
membership & ClientBuilder revenues and referral revenues, partly
offset by increases in wireless and mobility, and other revenues.

At April 30, 2007, the company's consolidated balance sheet showed
$1,430,430 in total assets and $2,302,128 in total liabilities,
resulting in a $871,698 total stockholders' deficit.

The company's consolidated balance sheet at April 30, 2007, also
showed strained liquidity with $386,575 in total current assets
available to pay $2,290,710 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2114

                       Going Concern Doubt

Manning Elliott LLP expressed substantial doubt about Most Home's
ability to continue as a going concern after auditing the
company's financial statements for the year ended July 31, 2006.  
The auditing firm pointed to the company's working capital
deficiency, recurring losses from operations, and the need for
additional equity/debt financing to sustain its operations.

                           *     *     *

Headquartered in Maple Ridge, British Columbia, Canada, Most Home
Corp. (OTC BB: MHMEE.OB) -- http://www.mosthome.com/-- provides    
lead acquisition, response and management services to real estate
brokers and agents across North America, along with website and
wireless realty products.


NABI BIOPHARMACEUTICALS: Mulling Sale of Company
------------------------------------------------
Nabi Biopharmaceuticals provided updates regarding its ongoing
operations, its strategic alternatives process and the Nabi-HB
regulatory efforts:

   -- In connection with the formation of the Nabi Biologics and
      Corporate Shared Services groups the company eliminated 32
      jobs -- approximately 5% of its workforce -- from which it
      expects to realize nearly $3 million on an annualized basis.

   -- The strategic alternatives process is continuing with the
      support of Banc of America Securities and Nabi is pursuing
      discussions for the sale of the whole or a significant part
      of the company.

   -- Nabi has retained the regulatory consulting firm Cato
      Research Ltd. and together is working with the U.S. Food and
      Drug Administration to most expeditiously respond to the
      FDA's requests and complete its data submission for Nabi-
      HB(R) Intravenous [Hepatitis B Immune Globulin (Human)
      Intravenous] for the prevention of re-infection with
      hepatitis B disease in HBV-positive liver transplant
      patients.  Nabi and Cato Research have already had several
      discussions with the FDA to define the additional data the
      FDA is seeking from previously-completed clinical trials.  
      Nabi is currently compiling the additional requested
      information.

                         Creation of SBU

Nabi Biopharmaceuticals has created the Nabi Biologics strategic
business unit and expanded the role of Dr. Raafat Fahim, Senior
Vice President, Research, Technical and Production Operations, to
include the new position of Chief Operating Officer and General
Manager of the Biologics SBU.

Nabi Biologics is responsible for advancing the company's protein
and immunological products and development pipeline, including
Nabi- HB(R) [Hepatitis B Immune Globulin (Human)], Nabi-
HB(R)Intravenous [Hepatitis B Immune Globulin (Human)
Intravenous], HEBIG(TM) [Hepatitis B Immune Globulin (Human)
Intravenous], Civacir(R) [Hepatitis C Immune Globulin (Human)],
ATG- Fresenius S [Anti-T-Lymphocyte Immune Globulin (Rabbit)],
IVIG [Intravenous Immunoglobulin] and Nabi(R) Anti-D [Rho (D)
Immune Globulin Intravenous (Human)].

The company also has expanded the role of Jordan Siegel to Senior
Vice President, Finance and Administration, Chief Financial
Officer and Treasurer.  In addition to his current role, Mr.
Siegel will be responsible for the Corporate Shared Services
group, which will streamline and improve all Human Resources,
Information Technology and Business Development activities at Nabi
and support the company's transition into two independent business
units -- Nabi Biologics and Nabi Pharmaceuticals.

"Since I became Interim Chief Executive Officer and President of
Nabi in February of this year, we have focused and energized the
approach of our strategic alternatives process and have leveraged
the expertise and success of Cato Research to work more
effectively with the FDA to secure expanded regulatory approvals
for Nabi-HB," Dr. Leslie Hudson, Interim President and Chief
Executive Officer of Nabi Biopharmaceuticals, said.  "We are
achieving the strategic corporate goals that will help us realize
the value of our pipeline -- the creation of Nabi Biologics and,
soon, Nabi Pharmaceuticals."

                  About Nabi Biopharmaceuticals

Headquartered in Boca Raton, Florida, Nabi Biopharmaceuticals -
http://www.nabi.com/-- leverages its experience and knowledge in  
powering the immune system to develop and market products that
fight serious medical conditions.

                          *     *     *

Standard & Poor's Ratings Services assigned 'B-' long term foreign
and local issuer credit ratings to Nabi Biopharmaceuticals on
April 2006.  The outlook is negative.


NEW YORK MORTGAGE: Fitch Holds B Rating on Class B-5 Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed these New York Mortgage Trust mortgage-
backed pass-through certificates:

Series 2006-1

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

The affirmations affect approximately $226 million of the
outstanding certificates and reflect a stable relationship between
credit enhancement and expected loss.  The above transaction has
suffered no collateral loss since its initial rating.

The collateral of the above transactions consists of conventional,
fully amortizing, 30-year, adjustable-rate mortgage loans extended
to prime borrowers and secured by first liens on residential
properties.  The mortgage loans were originated by either The New
York Mortgage Company, LLC, a subsidiary of New York Mortgage
Trust, Inc. or by ABN AMRO Mortgage Group, Inc.  The transaction
is master serviced by Wells Fargo Bank. N.A. (rated 'RMS1' by
Fitch).

The transaction is seasoned 14 months and has a pool factor (i.e.,
current mortgage loans outstanding as a percentage of the initial
pool) of 82%.


NORTH AMERICAN: Court Extends Plan Solicitation Period to Sept. 30
------------------------------------------------------------------
North American Refractories Company and its debtor-affiliates
obtained permission from the Honorable Judith K. Fitzgerald of the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
extend, until Sept. 30, 2007, the solicitation period wherein the
Debtors can solicit acceptances of their Third Amended Plan of
Reorganization.

The Court took the confirmation of the Amended Plan under
advisement after the conclusion of the confirmation hearing on
March 16, 2007.  However, the Debtors still request an extension
of the Solicitation Period as a precautionary measure in order to
protect the Debtors' reorganization.

The Debtors say that such precautions are reasonable and prudent
given the interrelationship between the bankruptcy case of Global
Industrial Technologies Inc. and the NARCO Case, the multiple
adjournments of the Confirmation Hearing, the Dec. 15, 2006
Amendment and supplemental solicitation in the GIT Case, and the
time the Debtors are required to obtain a final order of the Court
confirming the Amended Plan.

                           About NARCO

Based in Pittsburgh, Pennsylvania, North American
Refractories Company was engaged in the manufacture and non-
retail sale of refractory bricks and related products.

The company and its affiliates sought chapter 11 protection on
January 4, 2002 (Bankr. W.D. Pa. Case No. 02-20198) after
suffering a slump in the domestic economy and encountering an
overwhelming number of claims from individuals asserting injuries
or illnesses caused by exposure to products containing asbestos
containing it manufactured.

James J. Restivo, Jr., Esq., David Ziegler, Esq., and Brian T.
Himmel, Esq., at Reed Smith LLP represents the Debtor.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtor filed for protection from its
creditors, it listed $27,559,000,000 in assets and $18,634,000,000
in debts.

                            Plan Update

On Jan. 27, 2006, the Debtors filed their Combined Disclosure
Statement accompanying the Amended Plan.  On Jan. 30, 2006, the
Court entered an order approving the Combined Disclosure
Statement.  The confirmation hearing on the Amended Plan commenced
on June 5, 2006, was continued to October 26-27, 2006, continued
again to Nov. 17, 2006, and continued again to March 16, 2007.  At
the conclusion of the Confirmation Hearing on March 16, 2007, the
Court took the confirmation of the Amended Plan under advisement.
Consequently, the Debtors may require additional time in order to
finalize their reorganization.

Classes that are impaired have voted to accept the Amended Plan by
more than 50% in number and 2/3 in amount.  With respect to the
NARCO Asbestos Trust, the Amended Plan has been accepted by 95.88%
of the voters holding 93.15% of the claims.


NORWOOD PROMOTIONAL: Moody's Puts Corporate Family Rating at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Norwood
Promotional Products, Inc.'s new senior secured first lien bank
facility, as well as a B3 rating to a new second lien term loan.
Moody's also assigned a B2 corporate family rating to the company.

The rating outlook is stable.

The ratings assigned are based on preliminary terms as outlined by
the company, and are subject to receipt and final review of
executed documents.  These represent first time ratings to the
restructured Norwood, leading supplier and imprinter of
promotional products in the United States. Proceeds from the above
rated debt instruments, as well as borrowings under a new asset-
based revolver and a portion of cash, will be used to refinance
existing indebtedness, pay $42 million to Norwood Promotional
Products Holdings, Inc.'s existing lenders that will then convert
to preferred equity, and pay related fees, expenses and prepayment
penalties.

Ratings assigned are:

Norwood Promotional Products, Inc.:

-- Corporate family rating at B2
-- Probability of default rating at B2
-- $135 million first-lien Term Loan due 2014 at B2 (LGD 4, 54%)
-- $75 million second-lien Term Loan due 2015 at B3 (LGD 4, 69%)

Norwood's B2 corporate family rating is primarily driven by its
high pro forma leverage, thin interest coverage, and modest cash
flows relative to debt.  The ratings also consider the company's
limited track record of sustainable growth and debt reduction, as
revenues have declined over the last several years due to a series
of strategic and operational missteps.  The company's limited
scale relative to other global packaged goods companies also
constrains the rating.  Norwood operates in the highly competitive
and fragmented promotional products industry, which is sensitive
to changes in economic conditions and corporate profits.  Also,
its largest business line is related to calendars and planners,
which tends to be highly seasonal, which could lead to risk of
inventory obsolescence.

Notwithstanding these risks, the rating is supported by the
company's leading position in the promotional products industry,
its highly diversified customer base, and its strong stable of
industry-recognized brand names.  The company has distinguished
itself as a single-source provider of a diverse set of products
within the industry, and has the ability to process a large number
of small custom orders.  The rating considers that the company has
undertaken a series of restructuring initiatives designed to
stabilize revenue declines and improve profitability, including
the hiring of a new management in 2006.  Although these actions
are still in the early stages, the company's profitability has
shown improvement over the last twelve months and revenue has
shown some signs of stabilization.  The rating assumes that the
company's performance will continue to improve over the near-to-
intermediate-term.

The stable outlook reflects Moody's expectation that Norwood will
begin to grow revenue, and continue to steadily improve its
profitability and cash flow generation.  This should lead to debt
reduction and improved financial leverage over the near-to-
intermediate-term.

Headquartered in Indianapolis, Indiana, Norwood Promotional
Products, Inc. is a leading supplier and imprinter of promotional
products in the United States.  Promotional products are
functional or decorative items imprinted with the name, logo or
message of an advertiser.


ONONDAGA COUNTY: S&P Cuts Rating on Series 1993A & 1993B Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Onondaga
County Industrial Development Agency, New York's series 1993A and
1993B bonds, issued for Community General Hospital of
Greater Syracuse, to 'BB' from 'BB+', reflecting weaker-than-
expected financial performance in fiscals 2006 and 2005 and a
decline in unrestricted cash that while anticipated by management,
significantly weakens the liquidity position of the organization.  
The outlook is negative.
      
"We expect that Community General Hospital will continue to
improve its financial performance, increase utilization, and make
efforts to improve its liquidity, net of payments to fund its
pension obligations and self insurance," said Standard & Poor's
credit analyst Jennifer Soule.  "If CGH is able to achieve these
outcomes, a return to a stable outlook is possible within the next
one to two years."  
     
The lower rating specifically reflects CGH's unexpected decline in
operating and excess results in fiscals 2006 and 2005, although
the first three months of fiscal 2007 through March 31, 2007,
reflect improvement; realization of management's plan to spend-
down its unrestricted cash to fund its pension obligation- $9.4
million by the end of fiscal 2007 and an additional $1.7 million
in early fiscal 2008; the decrease in cash will result in very
light levels of liquidity for the organization; and significant
capital spending expected over the next two to three years, as is
indicated by CGH's extremely high age of plant of 15.9 years.
     
The 'BB' rating is supported by CGH's recent recruitment of new
orthopedic surgeons and the opening of a new physician-owned
cancer center on its campus, both of which contribute to the
organization's stronger volumes and financial performance through
the interim period.  An additional credit factor to note, although
it is too early to assess the full financial effect to CGH at this
time, is CGH's requirement to combine its 50-bed nursing home with
Onondaga County's 526-bed nursing home, Van Duyn Home and
Hospital, as part of the state's effort to consolidate providers
state-wide.  The lowered rating affects about $8 million in rated
debt.


ORECK CORP: Weak Liquidity Position Cues S&P to Junk Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on New Orleans, Louisiana-based Oreck Corp. to 'CCC+' from
'B-'.  At the same time Standard & Poor's lowered its ratings on
Oreck's existing senior secured bank facility to 'CCC+' from 'B-',
on the company's proposed senior secured first-lien credit
facilities to 'B-' from B, and on its second-lien facility to
'CCC-' from 'CCC'.  The existing senior secured facility's
recovery rating of '4' was affirmed, indicating the expectation of
average (30%-50%) recovery if a payment default were to occur.  

The proposed first- and second-lien facilities' recovery ratings
of '2' and '6', respectively, were affirmed, indicating the
expectation of substantial (70%-90%) recovery to first-lien
lenders and negligible (0%-10%) recovery to second-lien lenders if
a payment default were to occur.  The outlook is negative. About
$180 million of total debt was outstanding at April 30, 2007.
     
"The downgrade reflects our concerns about Oreck's very weak
liquidity position without access to a revolving credit facility,"
said Standard & Poor's credit analyst Christopher Johnson.  
Significant operating challenges also remain, including
management's ongoing efforts to relocate and resume normal
manufacturing operations, and its ability to fill key senior
management positions.  "If the company is unable to close on its
proposed senior secured credit facilities in the near term, we
will withdraw the ratings on these proposed credit facilities, and
our ratings on the company's existing facilities would remain in
place," said Mr. Johnson.
     
Oreck is a niche and largely domestic manufacturer and distributor
of premium household and commercial vacuum cleaners, air
purifiers, and other household products.


OVERSEAS SHIPHOLDING: Two Underwriters to Exercise Stock Option
---------------------------------------------------------------
Overseas Shipholding Group Inc., together with Double Hull Tankers
Inc., disclosed that Merrill Lynch & Co. and UBS Investment Bank
have exercised their option to purchase 750,000 shares of common
stock of Double Hull.

The company granted the underwriters a 30-day option to purchase
up to an additional 750,000 shares of common stock to cover
overallotments in connection with its previously announced
offering of 5,000,000 shares of common stock of Double Hull.

Overseas Shipholding expects to recognize an additional gain from
the sale of the 750,000 shares of about $2 million in the second
quarter of 2007.

After completion of the sale, Overseas Shipholding's beneficial
ownership of Double Hulls's common stock will be reduced from
about 12.5%, or 3,751,500 shares, to about 10%, or 3,001,500
shares.  This sale was made pursuant to Double Hull's existing
shelf registration statement. Double Hull will not receive any
proceeds from this sale of its common stock.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission and has become
effective.

This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state or jurisdiction.

A copy of the written prospectus relating to this offering can be
obtained from:

                  Merrill Lynch & Co.
                  Prospectus Department
                  4 World Financial Center
                  New York, New York 10080

                  or

                  UBS Investment Bank
                  Prospectus Department
                  299 Park Avenue, New York, NY 10171

Alternatively, you may obtain a copy of the prospectus by calling
(212) 449-1000 or (212) 821-3884.

                        About Double Hull

Double Hull Tankers, Inc. (NYSE: DHT) -- http://www.dhtankers.com/
-- commenced operations as an independent tanker company on
Oct. 18, 2005.  It acquired its current fleet of seven double hull
crude oil tankers from Overseas Shipholding and currently charters
these vessels to subsidiaries of Overseas Shipholding.

                    About Overseas Shipholding

Overseas Shipholding Group Inc. (NYSE: OSG) - http://www.osg.com/
-- is a tanker company that offers global energy transportation
services for crude oil and petroleum products in the U.S. and
International Flag markets.  The company is a customer-focused
marine transportation company, with offices in Athens, Houston,
London, Manila, Montreal, Newcastle, New York City, Philadelphia,
Singapore and Tampa.

                           *     *     *

To date, Overseas Shipholding Group Inc. still carries Moody's
Investors Service Ba1 long-term corporate family rating and senior
unsecured debt ratings issued on Feb. 8, 2005.  The ratings
outlook remains stable.

Also, the company still carries Standard & Poor's BB+ long-term
foreign and local issuer credit ratings issued on Feb. 11, 2005.


PAUL THORNTON: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Paul G. Thornton
        8425 Rock Bridge Road
        Lithonia, GA 30058

Bankruptcy Case No.: 07-69483

Chapter 11 Petition Date: June 18, 2007

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: William T. Payne, Esq.
                  118 East Trinity Place
                  Decatur, GA 30030
                  Tel: (404) 479-4400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  Less than $50,000

Debtor's Three Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Alley-Cassitty Brick                                   $34,405
1115 Southern Road
Morrow, GA 30260

Wells Fargo Foundation                                  $7,000
2501 Scaport Drive
Suite 300
Chester, PA 19013-1510

Ace Flooring & Granite                                  $5,454
974 Buford Drive
Lawrenceville, GA 30044


PORT BARRE: S&P Holds B+ Rating on $185 Million Credit Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' debt rating
and '3' recovery rating on Port Barre Investments LLC's
$185 million credit facilities and revised the outlook to negative
from stable.
      
"The negative outlook revision follows significant cost overruns
at the project, which is under construction," said Standard &
Poor's credit analyst Charles J. LaPorta, CFA.
     
The project has revised its hard construction costs upward by
about 31% or $39.5 million.  The higher costs are primary related
to well drilling and leaching and construction of the compressor
station and leaching facilities.  Other costs have increased by
11% or about $9 million.
     
Increased costs were partially offset by a 20% ($9.5 million)
reduction in pad gas costs, a result of project redesign that
significantly reduced the amount of pad gas that will be required
to operate the facility.
     
Construction of the project is progressing and should be completed
on schedule, by the fourth quarter of 2008.


REMY INT'L: Planned Chapter 11 Filing Cues S&P's Various Actions
----------------------------------------------------------------
Standard & Poor's Ratings Services took several ratings actions on
Remy International Inc. following the company's announcement that
it has reached an agreement with the majority of its unsecured
debt holders to undertake a capital restructuring through a
prepackaged plan of reorganization.  The Anderson, Indiana-based
electrical components manufacturer is in the process of obtaining
debtor-in-possession financing and a $330 million senior secured
exit credit facility, which would be effective upon execution of
the reorganization plan.
     
Standard & Poor's lowered its rating on Remy's $145 million senior
unsecured notes to 'D' from 'CC' because Remy elected to not make
the June 15, 2007, interest payment.  It is expected that these
creditors will have their claim exchanged for $100 million of new
third-lien payment-in-kind notes and about $50 million in cash
under the reorganization plan.  At the same time, S&P lowered the
rating on Remy's $165 million senior subordinated notes to 'D'
from 'CC' because these notes are expected to be converted into
100% of common equity of the reorganized company.
     
S&P affirmed the 'CC' rating on Remy's $125 million floating
secured second-priority notes, as these will be paid in full under
the reorganization plan.  In addition, S&P affirmed the 'CC'
rating and '1' recovery rating on Remy's $200 million first-
priority bank loan as these will be paid in full under the plan.
     
In addition, if the reorganization plan is successfully executed,
S&P could revise its recovery rating to '1' from '4' on Remy's
$125 million floating secured second-priority notes, because under
the plan Remy would repay this claim in full.
     
Standard & Poor's will withdraw all of its ratings upon approval
of the restructuring plan.  Remy expects that the plan will
incorporate payment to all trade creditors, suppliers, customers,
and employees in amounts owed to them in the ordinary course of
business.  All of the company's existing equity interests will be
cancelled in restructuring.
     
As a critical part of the restructuring, Remy indicates that it is
making substantial progress in renegotiating certain material
commercial agreements to improve margins.  The company's attempts
to stabilize and expand earnings in the past several years through
restructuring, the acquisition of Unit Parts Co., global
procurement initiatives, leadership changes, and operational
enhancements failed to allow the company to avoid a financial
restructuring.


REYNOLDS AMERICAN: Fitch Upgrades Ratings with Stable Outlook
-------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Reynolds American
Inc.'s guaranteed secured notes issuance.

  -- $1.550 billion of new senior secured notes 'BBB-'.

Fitch has also upgraded the ratings of RAI and subsidiaries as:

Reynolds American Inc.

  -- Issuer Default Rating to 'BBB-' from 'BB'
  -- Guaranteed secured bank credit facility to 'BBB' from 'BBB-'
  -- Guaranteed secured notes to 'BBB-' from 'BB+'.

R.J. Reynolds Tobacco Holdings, Inc.

  -- Issuer Default Rating to 'BBB-' from 'BB'
  -- Guaranteed unsecured notes to 'BB+' from 'BB'
  -- Senior unsecured notes to 'BB+' from 'BB-'.

The rating outlook for RAI and RJR's is Stable.

On June 18, 2007, RAI issued $1.550 billion of new senior secured
notes in three tranches;

  -- $400 million floating-rate notes due 2011;
  -- $700 million 6 3/4% notes due 2017;
  -- $450 million 7 1/4% notes due 2037.

The net proceeds from the notes offering will be used to repay
RAI's $1.538 billion senior secured term loan.

The newly issued notes are guaranteed jointly, severally,
unconditionally and irrevocably by certain direct and indirect
domestic subsidiaries of RAI, including RAI's material domestic
subsidiaries, which guarantee the existing secured notes.  RAI's
subsidiaries that guarantee the notes are Conwood Company, LLC,
Conwood Holdings, Inc., Conwood Sales Co., LLC, FHS Inc., GMB,
Inc., Lane, Limited, RJR Acquisition Corp., RJR Packaging, LLC,
R.J. Reynolds Global Products, Inc., R.J. Reynolds Tobacco Co.,
R.J. Reynolds Tobacco Company, R.J. Reynolds Tobacco Holdings,
Inc., Rosswil LLC, Santa Fe Natural Tobacco Company, Inc., and
Scott Tobacco LLC.  These guarantors have pledged substantially
all of their assets to secure the notes and RAI guaranteed secured
credit facility.

The rating upgrade and Stable Outlook reflect a decline in
litigation risk specifically that RAI would not have to pay a
material financial judgment in the near term.  Additionally, RAI
successfully completed the Conwood integration and still benefits
from productivity initiatives.  The ratings are also supported by
the continued high profitability and strong cash flow generation
of the U.S. tobacco industry.  These positive elements are
balanced by the high level of competitiveness in the industry, low
single-digit cigarette volume decline and ongoing, albeit
currently manageable, litigation risk.

Fitch anticipates that the industry will be subject to negative
pressures, including but not limited to smoking bans and rising
excise taxes, which diminish pricing flexibility, among other
things and contribute to overall consumption declines.  Fitch will
continue to analyze the effect of these factors and may review
RAI's ratings if they negatively affect operating earnings and
cash flows.

The ratings continue to rely heavily upon maintenance of
significant liquidity to manage the remaining tobacco-related
litigation risk and obligations.  In addition Fitch expects RAI to
maintain financial strategies, with regard to leverage targets,
acquisitions and share repurchases that are consistent with its
ratings.  For the latest twelve months ended March 31, 2007, RAI's
interest coverage ratio, operating earnings before interest taxes
depreciation and amortization-to-interest expense was 7.1 times,
its funds from operations interest coverage was 3.4x. RAI's
leverage ratio total debt-to-EBITDA was 2.1x for the same period.  
RAI currently has excess liquidity, provided by cash and short-
term investments of $1.9 billion.  However, Fitch remains
concerned that RAI's 75% dividend payout constrains financial
flexibility.


REYNOLDS AMERICAN: Moody's Rates $1.55 Billion Senior Notes at Ba1
------------------------------------------------------------------
Moody's Investors Service affirmed Reynolds American Inc.'s Ba1
corporate family rating and its' speculative grade liquidity
rating of SGL-2.

At the same time, Moody's assigned a Ba1 rating to the
$1,550 million senior secured notes that RAI will be issuing for
the purpose of refinancing its $1,538 million senior secured term
loan.  Moody's also upgraded certain other long-term ratings of
RAI including ratings for its $550 million senior secured
revolving credit facility and $2,731 million in senior secured
global notes Baa1 and Ba1, respectively.  

These rating actions reflect the change in the company's capital
structure which results in a change in the relative proportion of
fully secured bank debt as compared with senior secured notes that
only benefit from a pledge of the company's property, plant and
equipment and stock pledge in the company's subsidiary, R.J.
Reynolds Tobacco Company.  In accordance with Moody's Loss Given
Default Methodology, a Baa1 rating for the senior secured
revolving credit facility and a Ba1 rating for the senior secured
notes is appropriate.  

In addition, while the Ba2 senior unsecured ratings for R.J.
Reynolds Tobacco Holdings, Inc. were affirmed, the LGD point
estimate on RJRTH's $69 million guaranteed unsecured notes was
revised to LGD 4, 60% from LGD5, 74%.  Final ratings are subject
to review of final documentation and ratings on the existing term
loan facility will be withdrawn upon completion of the proposed
refinancing.  The rating outlook is positive.

"RAI's Ba1 corporate family rating is supported by the company's
strong brand portfolio, product innovation, improving
profitability and pricing flexibility, offset in part by the
continued, albeit diminished, litigation risk that its RJRT
subsidiary continues to face," says Moody's Vice President Janice
Hofferber.  While RAI's market position and credit metrics are
solidly investment grade, its overall ratings are restrained by
the declining cigarette per capita consumption trends in the U.S.,
as well as the threat of additional anti-smoking laws, regulations
and excise taxes.  

In addition, while acquisitions and mergers have provided some
critical product diversification in the growing smokeless tobacco
category, as well as improved market share positions in the mature
cigarette market, RAI's primary source of operating income
continues to be generated by its U.S. cigarette subsidiary.  
Moody's also notes that the corporate family rating reflects the
prospects for improved profitability as a result of the company's
brand portfolio realignment and merger integration efforts.  
However, the full benefits of these initiatives are not likely to
be fully materialized for several years and are not without
potential execution risk.

RAI's ratings also reflect Moody's expectation that the company's
financial policies, including dividends, share repurchase and
acquisition policies, will remain appropriate and not materially
impact the company's strong credit metrics.  Finally, while
litigation risk is greatly diminished as a ratings factor, RAI's
ratings will continue to be shaded by up to two notches for its Ba
or lower scores on a number of litigation related factors,
including the number of lawsuits that RJRT continues to face and
the high percentage of consolidated operating cash flow derived
from this subsidiary.

RAI's positive outlook reflects Moody's expectation that the
company will maintain its strong profitability and ample free cash
flow by successfully implementing its strategy of focusing on
several key investment brands, driving further cost reduction, and
successfully integrating and growing its Conwood and Lane
smokeless tobacco businesses.  The positive outlook also
anticipates continued improvement in the current litigation
environment.

This rating of Reynolds American Inc. was assigned:

-- $1,550 million senior secured global notes due 2011-2037 at
    Ba1 (LGD4, 52%)

These ratings of Reynolds American inc. were upgraded:

-- $550 million senior secured revolving credit facility to Baa1
    (LGD1, 5%) from Baa2 (LGD2, 13%);

-- $2,731 million senior secured global notes due 2009-2018 to
    Ba1 (LGD4, 52%) from Ba2 (LGD4, 66%);

These ratings of Reynolds American Inc. were affirmed:

-- Corporate Family Rating of Ba1;
-- Probability of Default rating of Ba1.
-- Speculative Grade Liquidity Rating of SGL-2.

This ratings of R.J. Reynolds Tobacco Holdings, Inc. was upgraded:

-- $69 million guaranteed unsecured notes due 2007-2015 to Ba1
    (LGD4, 60%) from Ba2 (LGD5, 74%).

This rating of R.J. Reynolds Tobacco Holdings, Inc. was affirmed:

-- $89 million unsecured notes due 2007-2013 of Ba2 (LGD6, 96%).

Outlook is positive.

Reynolds American Inc. (NYSE: RAI) is the ultimate parent company
of wholly owned subsidiaries, R.J. Reynolds Tobacco Company
(manufactured cigarettes), Santa Fe Natural Tobacco Company
(additive free tobacco cigarettes), Lane Limited (roll your own
tobacco brands) and Conwood Holdings, Inc. (smokeless tobacco
products).  Sales for the last twelve months ending March 31, 2007
were $8.7 billion (net of excise taxes).


RICHARD COOPER: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richard Gordon Cooper
        aka Richard Gordon Cooper, Jr
        Blesilda Celeridad Cooper
        fka Maria Blesilda Cleridad Zoellers
        725 Center Street
        Costa Mesa, CA 92627

Bankruptcy Case No.: 07-11795

Chapter 11 Petition Date: June 18, 2007

Court: Central District Of California (Santa Ana)

Debtor's Counsel: Ralph Ascher, Esq.
                  11022 Acacia Parkway, Suite D
                  Garden Grove, CA 92840
                  Tel: (714) 638-4300
                  Fax: (714) 638-4311

Total Assets: $1,890,881

Total Debts:  $1,692,881

Debtor's 15 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Orange County Tax           county property            $20,915
Collector                   tax
12 Civic Center Plaza
Santa Ana, CA 92701-4593

Irmina Yatco                personal loan               $6,000
297 Boni Serrano Avenue
Green Hills,
Garden Square, Suite 1300
Quezon City, Philippines

Paulino Celeridad           personal loan               $6,000
2254 Cinco de Jumo
1300
Pasay City, Philippines

Internal Revenue Service    federal income              $2,504
                            taxes

Will Hill                   personal loan               $2,500

Rochelle Zoellers           personal loan               $2,500

Ronald Zoellers             personal loan               $1,983

S.&L. Roofing               home repairs                $1,500

J.J. MacIntyre Co., Inc.    medical bills                 $708

Designed Receivable So.     medical bills                 $395

Financial Debt Recovery     medical bills                 $315

C.B.A. Collection Bureau    telephone service             $307

Metro Rep. Comm. Svc.,      medical bills                 $298
Inc.

Revcare, Inc.               miscellaneous                 $142
                            purchases

Citibank                    unknown                         $1


RONCO CORP: Wants Court Approval on Laurus Master DIP Financing
---------------------------------------------------------------
Ronco Corporation and Ronco Marketing Corporation ask authority
from the U.S. Bankruptcy Court for the Central District of
California to enter into a debtor-in-possession financing
agreement with their secured lender, Laurus Master Fund, Ltd.

The Debtors explain to the Court that the DIP financing agreement
will enable them to:

   (1) obtain new inventory in time for their holiday selling
       season;

   (2) continue to implement operational improvements;

   (3) operate their business as a going concern, pending a sale
       of substantially all of their assets; and

   (4) fund the fees, costs, expenses, and disbursements of
       professionals retained in these cases.

Pursuant to the agreement, the Debtors will obtain financing from
Laurus on a revolving credit basis.

The Debtors projected cash needs are contained in projections
which cover an eight-week period.  The Debtors' financial and
operating staff has examined the Debtors' operations to determine
how much cash they will need to operate their business for the
first eight weeks of these cases, including attempting to account
for the effect that this filing will likely have on their
business.

Under the prepetition revolving line of credit and under this
post-petition financing, availability is based on 90% of wholesale
accounts, 60% of eligible direct response accounts, and 65% of
eligible inventory.  As set in the Projections, Laurus agrees to
make a significant over advance facility available to the Debtors,
which reaches its high point in week four at a $932,379.

While the Projections show a total reduction in Laurus' overall
revolver indebtedness -- from the Petition Date balance of about
$4.563 million to an ending balance of about $2.990 million --
through the projection period, the Projections also show that the
over-advance portion of the facility through week eight is about
$669,000.  The Debtors still are in an over-advanced position
through the ending week of the Projections which is a result of
the aggregate decline in eligible collateral during the period of
the projections.

Laurus is also advancing more than $500,000 in "new money" under
the DIP Facility.  The Debtors immediately require a postpetition
revolving line of credit facility, under which they can borrow
against their eligible asset base in order to operate their
business and acquire inventory for the all-important fourth
quarter holiday season pending a consummation of a 363 sale.

                          About Ronco Corp.

Based in Simi Valley, California, Ronco Corporation and Ronco
Marketing Corporation -- http://www.ronco.com/-- manufacture,  
source, market, and distribute proprietary branded consumer
products for use in kitchen and home.  The company and its
affiliate filed for Chapter 11 protection on June 14, 2007 (Bankr.
C.D. Calif. Case No. 07-15000).  Stacia A. Neeley, Esq. and Lee R.
Bogdanoff, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, Ronco Corp.
listed $13,879,000 in total assets and $32,736,000 in total
liabilities, while Ronco Marketing listed estimated assets and
debts of $1 million to $100 million.


ROSELINE BAPTISTE: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Roseline Marie Dauphin-Baptiste
        440 Prospect Square
        Pasadena, CA 91103

Bankruptcy Case No.: 07-15056

Chapter 11 Petition Date: June 18, 2007

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Aram Ordubegian, Esq.
                  Weinstein, Weiss & Ordubegian, L.L.P.
                  1925 Century Park East, Suite 1150
                  Los Angeles, CA 90067
                  Tel: (310) 203-9393

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Andrews, Goldstein & Wong   judgment lien              $25,750
1825 Bell Street
Building B, Suite 120
Sacramento, CA 95825

M.B.N.A. America                                       $21,000
P.O. Box 15137
Wilmington, DE 19886-5137

Don M. Sakaida, Esq.        judgement lien             $17,583
1117 East Broadway
Glendale, CA 91205

Macy's                                                  $2,247

Bloomingdale's                                          $1,319


SELBYVILLE BAY: Access to First Mariner's Cash Collateral Okayed
----------------------------------------------------------------
Selbyville Bay Development LLC obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to access the cash
collateral securing repayment of its obligation to First Mariner
Bank.

The Bank's cash collateral relates to a promissory note signed by
the Debtor through a financing arrangement with the Bank on
March 22, 2004, in the total principal amount of $5,530,200.  

The Debtor will use the funds to complete construction on its 13
unsold real property units in Sussex County, Delaware.

As adequate protection, the Debtor grants the Bank a valid,
properly perfected security interest in those real properties.

Headquartered in Washington, DC, Selbyville Bay Development LLC
filed a chapter 11 petition on May 14, 2007 (Bankr. D. Del. Case
No. 07-10664).  Joseph H. Huston, Jr., Esq. at Stevens & Lee, P.C.
represents the Debtor in its restructuring efforts.  When the
Debtor sought protection from its creditors, it listed assets and
debts between $1 million to $100 million.


SENSATA TECH: $276 Million Airpax Deal Cues S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Sensata
Technologies B.V. to negative from stable.  The outlook revision
follows the company's announcement that it will acquire Airpax
Holdings Inc. for $276 million plus fees and expenses using a
combination of cash and debt.  All of S&P's ratings on Sensata,
including its 'B+' corporate credit rating, have been affirmed.
      
"The acquisition delays the financial deleveraging that Standard &
Poor's expects for the ratings," said Standard & Poor's analyst
Clarence Smith.  The ratings on Attleboro, Massachusetts-based
Sensata continue to reflect its highly leveraged financial
profile, which more than offsets its satisfactory business
profile.


SHAW GROUP: Plans New Fabrication Facility in Mexico
----------------------------------------------------
The Shaw Group Inc. plans to construct a new state-of-the-art
industrial pipe and structural steel fabrication facility in
Matamoras, Mexico, further executing its capacity expansion
program for its fabrication and manufacturing business.  The
facility will include over 370,000 square feet of enclosed shop
space and state-of-the-art piping technologies designed to
interface with Shaw's proprietary production management systems.  
Shaw will fabricate custom piping systems and structural steel at
the new facility, which is expected to be Shaw's largest.  The
planned facility is expected to be in operation by early 2008.  
Shaw also plans to add additional work shifts at certain existing
facilities as part of its capacity expansion program.

"The availability of skilled labor, solid transportation
infrastructure, and proximity to our suppliers and clients'
projects makes the Matamoras facility a strong strategic addition
to our existing portfolio of fabrication facilities," J.M.
Bernhard, Jr., chairman, president and chief executive officer of
Shaw, said.  "With this facility in operation, combined with other
expansion strategies we are engaged in, Shaw will increase its
pipe fabrication and manufacturing volume capacity by
approximately 50% from 2005."

This phase of Shaw's fabrication expansion program is expected to
significantly increase capacity to address the current and
expected increase in demand for piping and structural steel
fabrication from the fossil power, nuclear power, refining and
petrochemical markets, as well as Canadian oil sands projects.

"Shaw will continue to execute its expansion strategy and we look
forward to strengthening our position as the world leader in pipe
fabrication and manufacturing," Mr. Bernhard, added.

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the    
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets
of its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SPECTRUM BRANDS: Class Action Lawsuit Dismissed
-----------------------------------------------
Spectrum Brands, Inc. disclosed the dismissal of a putative class
action lawsuit filed against the company last year in the U.S.
District Court for the Northern District of Georgia.

The lawsuit generally alleged that the company and the
individually named defendants made materially false and misleading
public statements concerning the company's operational and
financial condition, thereby causing plaintiffs to purchase
Spectrum Brands securities at artificially inflated prices.

On Oct. 27, 2006, the Court granted defendants' motion to dismiss,
and ordered plaintiffs to file an amended complaint, if any,
within 30 days.  Plaintiffs requested, among other things,
additional time to file an amended complaint and on May 18, 2007,
the Court entered an opinion and order denying that request.  
Plaintiffs did not file an appeal and, accordingly, this case is
now closed.

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

                          *     *     *

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


SPGS SPC: Fitch Puts Low-B Ratings on Six Certificate Classes
-------------------------------------------------------------
Fitch has assigned these ratings to SPGS SPC variable-floating
rate notes, acting for the account of MSC 2007-SRR4 Segregated
Portfolio:

    -- $13,800,000 class B due 2052 'AA-';
    -- $18,400,000 class C due 2052 'A+';
    -- $24,150,000 class D due 2052 'A';
    -- $14,950,000 class E due 2052 'A-';
    -- $18,400,000 class F due 2052 'BBB+';
    -- $11,500,000 class G due 2052 'BBB';
    -- $16,100,000 class H due 2052 'BBB-';
    -- $9,200,000 class J due 2052 'BB+';
    -- $9,200,000 class K due 2052 'BB';
    -- $4,600,000 class L due 2052 'BB-';
    -- $4,600,000 class M due 2052 'B+';
    -- $4,600,000 class N due 2052 'B';
    -- $4,600,000 class O due 2052 'B-'.


STARTECH ENVIRONMENTAL: Posts $1MM Net Loss in Qtr. Ended April 30
------------------------------------------------------------------
Startech Environmental reported Corp. reported a net loss of
$1,026,985 on revenue of $191,976 for the second quarter ended
April 30, 2007, compared with a net loss of $4,620,815 on revenue
of $111,464 for the same period ended April 30, 2006.

Other expense for the three months ended April 30, 2007, was
$44,935 compared to $3,550,197, for the same period in 2006, a
decrease of $3,505,262.  This decrease is mainly attributable to
the Cornell transaction where amortization of deferred debt
discount decreased $894,278 and the impact of the change in value
of warrants and conversion options decreased $2,406,597.

For the three months ended April 30 2007, revenue was generated
from the amortization of portions from the sale of the
distributorship agreements.  Additionally revenues were derived
from the completed installation in Mihama project in Japan.  For
the three months ended April 30, 2006, the company recognized
approximately $66,000 as revenue from the amortization of the
distributorship agreements.  The balance of revenues were derived
from the overhaul project in Mihama during the three months ended
April 30, 2006.

At April 30, 2007, the company's consolidated balance sheet showed
$6,609,135 in total assets, $1,995,196 in total liabilities, and
$4,613,939 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2007, are available for
free at http://researcharchives.com/t/s?2118

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York City, expressed substantial
doubt about Startech Environmental Corp.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Oct. 31, 2006, and 2005.  
The auditing firm cited that the company has no significant
recurring revenues and has incurred significant losses since
inception.

                   About Startech Environmental

Headquartered in Wilton, Connecticut, StarTech Environmental
Corporation (OTC BB: STHK.OB) -- http://startech.net/ --is an  
environment and energy industry company engaged in the production
and sale of proprietary plasma processing equipment known as the
Plasma Converter System(TM).  The Plasma Converter System safely
and economically destroys wastes, no matter how hazardous or
lethal, and turns most into useful and valuable products.


SWEETMAN RENTAL: Can Use National Music's Cash Collateral
---------------------------------------------------------
The Honorable Charles M. Caldwell of the U.S. Bankruptcy Court for
the Southern District of Ohio gave authority to Sweetman Rental,
LLC to use cash collateral through selling certain contracts to
National Music Funding Corporation.

National Music asserts an interest in certain cash held or to be
received by the Debtor.  National Music does not have an ownership
interest in the underlying musical instruments giving rise to the
cash held or to be received by the Debtor.

National Music is engaged in the business of the purchase and
administration of accounts receivable.  Prior to the Debtor's
filing for bankruptcy, at various times, the Debtor entered into
transactions with National Music pursuant to which Debtor sold its
rights to receive rental payments under band instrument lease
agreements and similar contracts to NMFC.

In connection with such transactions, NMFC purportedly received a
security interest or lien in certain of Debtor's assets, including
Debtor's accounts receivable, general intangibles and proceeds
thereof.

In 2004, the Debtor and NMFC entered into a certain "Bulk Purchase
Agreement, Rent-To-Own Contracts", and a "Rent-To-Own General
Dealer Agreement".  The NMFC Agreements provided for the sale of
certain of the Debtor's receivables from its customers under
various rent-to own contracts, installment sale contracts,
invoices, indebtedness and obligations.

The Court has given the Debtor authority to enter into similar
transactions with NMFC, but on a post bankruptcy filing basis.

In the early part of 2007, the Court entered an interim, and
subsequently, a final order authorizing limited use of cash
collateral and granting adequate protection.

The Debtor believes that selling certain of its rent-to-own
contracts, installment sale contracts, invoices, indebtedness, and
obligations to National Music constitutes the use of cash
collateral pursuant to Section 363 of the U.S. Bankruptcy Code.

The Debtor wants to sell the contracts on an "as-needed" basis to
generate liquidity for its operations.  The Debtor says the
liquidity generated from the sale of the contracts is crucial for
it to maintain its business operations, and will serve to protect
its ability to reorganize.

                     About Sweetman Rental

Based in Lancaster, Ohio, Sweetman Rental, LLC dba Sweetman Music
-- http://www.sweetmanmusic.com/-- sells musical instruments in    
Central and Southeastern Ohio, and offers repair services on
musical instruments.  The company filed for Chapter 11 protection
on Jan. 9, 2007 (Bankr. S.D.OH. Case No. 07-50116). Matthew
Fisher, Esq. of the Allen, Kuehnle, Stovall & Neuman LLP
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $100,000 and $1 million and estimated debts
between $1 million and $100 million.


SWEETMAN RENTAL: Court Extends Plan-Filing Period to July 31
------------------------------------------------------------
The Honorable Charles M. Caldwell of the U.S. Bankruptcy Court for
the Southern District of Ohio extended Sweetman Rental LLC's
exclusive period to file a plan of reorganization and disclosure
statement until July 31, 2007.

The Debtor's exclusive period deadline to file a plan expired on
May 31, 2007.

The Debtor told the Court that its ability to successfully
reorganize is directly tied to its sales and profitability
derived from its 2007/2008 school year rental season.  The Debtor
needs both orders, and the ability to fill these orders with
instruments.

Much of the work to obtain rental agreements is well underway, and
the Debtor has actively engaged in its "recruitment season".  The
Debtor is currently in the process of wrapping up its recruitment
season, and will engage in analyzing the data pertaining to the
anticipated number of rentals, and will be assessing its ability
to fill these rental contracts with instruments. The Debtor will
have the information necessary to perform this critical analysis
in the coming weeks.

Consequently, an extension would allow the Debtor to more fully
disclose to creditors all information pertaining to feasibility
of a plan of reorganization, the available cash flow for
distribution to creditors under the plan of reorganization, and to
make more complete and accurate disclosures in the disclosure
statement.

Based in Lancaster, Ohio, Sweetman Rental, LLC dba Sweetman Music
-- http://www.sweetmanmusic.com/-- sells musical instruments in    
Central and Southeastern Ohio, and offers repair services on
musical instruments.  The company filed for Chapter 11 protection
on Jan. 9, 2007 (Bankr. S.D.OH. Case No. 07-50116). Matthew
Fisher, Esq. of the Allen, Kuehnle, Stovall & Neuman LLP
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $100,000 and $1 million and estimated debts
between $1 million and $100 million.


T REIT INC: Intends to Wind Up Operations and Liquidate Assets
--------------------------------------------------------------
T REIT Inc. intends to enter into a liquidating trust agreement on
July 16, 2007, for the purpose of winding up the company's affairs
and liquidating its assets.

It is currently anticipated that, on July 20, 2007, the company
will transfer its remaining assets to the Trustee of the T REIT
Liquidating Trust.  The Liquidating Trust will also assume the
company's then remaining liabilities.  As of July 16, 2007, the
company's stock transfer books will be closed.  The formation of
the Liquidating Trust is in accordance with the company's Plan of
Liquidation, which was approved by the company's shareholders.

The transfer of the company's assets and liabilities to the
Liquidating Trust should preserve the company's ability to have
deducted amounts distributed pursuant to the Plan of Liquidation
as dividends and thereby not be subject to federal income tax on
such amounts.

In addition, the company expects that the transfer of assets to
the trust will enable the company to reduce the costs associated
with public reporting obligations and related audit expenses that
may not be applicable to the Liquidating Trust.

Under the terms of the proposed Trust Agreement and the Plan of
Liquidation, upon the transfer of the company's assets and
liabilities to the Liquidating Trust, each shareholder of the
company on the Record Date automatically will become the holder of
one unit of beneficial interest in the Liquidating Trust for each
share of the company's common stock then held of record by such
shareholder.  After the conversion of shares to units of
beneficial interest, all outstanding shares of the company's
common stock will be deemed cancelled, and the rights of
beneficiaries in their beneficial interests will not be
represented by any form of certificate or other instrument.
Shareholders will not be required to take any action to receive
beneficial interests.  The Trustee will maintain a record of the
name and address of each beneficiary and such beneficiary's
aggregate units of beneficial interest in the Liquidating Trust.

Subject to certain exceptions related to transfer by will,
intestate succession or operation of law, beneficial interests in
the Liquidating Trust will not be transferable, nor will a
beneficiary have authority or power to sell or in any other manner
dispose of any such beneficial interests.  On the date of the
conversion, the economic value of each unit of beneficial interest
will be equivalent to the economic value of a share of the
company's common stock.

In addition, Triple Net Properties, LLC, the holder of a special
limited partner interest in the company's operating partnership,
will agree to a complete redemption of its special limited partner
interest in exchange for $1.  As such, Triple Net Properties, LLC
will relinquish its current entitlement, pursuant to the terms of
the operating partnership agreement, to 15% of certain
distributions made.  

After the redemption, the company will own 100% of the outstanding
partnership interests in the operating partnership.

The operating partnership will be dissolved in connection with the
dissolution of the company, and all of its assets and liabilities
will be distributed to the company immediately before the transfer
to the Liquidating Trust.

It is currently contemplated that the initial trustee of the
Liquidating Trust will be W. Brand Inlow, an independent director
of the company and the chairman of the company's board of
directors.  Successor trustees may be appointed to administer the
Liquidating Trust in accordance with the terms of the Liquidating
Trust Agreement.  It is expected that from time to time the
Liquidating Trust will make distributions of its assets to
beneficiaries, but only to the extent that such assets will not be
needed to provide for the liabilities assumed by the Liquidating
Trust.  No assurances can be given as to the amount or timing of
any distributions by the Liquidating Trust.

For federal income tax purposes, on the date the assets and
liabilities of the company are transferred to the Liquidating
Trust, each shareholder of the company as of the Record Date
will be treated as having received a pro rata share of the assets
of the company to be transferred to the Liquidating Trust, less
such shareholder's pro rata share of the liabilities of the
company assumed by the Liquidating Trust.  Accordingly, on
that date each shareholder should recognize gain or loss in an
amount equal to the difference between:

   (x) the fair market value of such shareholder's pro rata share
       of the net equity of the company transferred to the
       Liquidating Trust; and

   (y) such shareholder's adjusted tax basis in the shares of the
       company's common stock held by such shareholder on the
       Record Date.

The Liquidating Trust is intended to qualify as a "liquidating
trust" for federal income tax purposes.  As such, the Liquidating
Trust should not itself be subject to federal income tax.  
Instead, each beneficiary shall take into account in computing its
taxable income, its pro rata share of each item of income, gain,
loss and deduction of the Liquidating Trust, regardless of the
amount or timing of distributions made by the Liquidating Trust to
beneficiaries.  

Liquidating Trust Distributions to beneficiaries should not be
taxable to such beneficiaries.  The Trustee will furnish to
beneficiaries of the Liquidating Trust a statement of their pro
rata share of the assets transferred by the company to the
Liquidating Trust, less their pro rata share of the company's
liabilities assumed by the Liquidating Trust so that they may
calculate their gain or loss on the transfer.  On a yearly basis,
the Trustee also will furnish to beneficiaries a statement of
their pro rata share of the items of income, gain, loss, deduction
and credit of the Liquidating Trust to be included on their tax
returns.

The state and local tax consequences of the transfer of assets to
the Liquidating Trust may be different from the federal income tax
consequences of such transfer.  In addition, any items of income,
gain, loss, deduction or credit of the Liquidating Trust, and any
distribution made by the Liquidating Trust, may be treated
differently for state and local tax purposes than for federal
income tax purposes.

Headquartered in Santa Ana, California, T REIT Inc. is in the
business of capitalizing on commercial real estate.  The real
estate investment trust owns or has interests in a scant handful
of properties in Illinois and Texas.  It manages the properties
through its majority-owned general operating partner.  The company
is externally managed by Triple Net Properties.  T REIT began
making overtures to go public in 1999, but by late 2004 company
management decided that a plan of liquidation would be the best
course of action.  The plan was approved by shareholders in 2005,
and T REIT has been actively disposing of its properties ever
since.


TOWER AUTO: Cancels Auction Owe to Non Receipt of Competing Bids
----------------------------------------------------------------
Tower Automotive Inc.'s marketing process approved by the U.S.
Bankruptcy Court for the Southern District of New York has
concluded, yet the Debtor did not receive any competing bids to
purchase the company.

As a result, the auction scheduled for June 25, 2007, in
conjunction with the Debtor's Chapter 11 Plan of Reorganization,
has been cancelled.

The Debtor will push through with its request with the Bankruptcy
Court to approve the sale agreement with TA Acquisition Company,
LLC, an affiliate of Cerberus Capital Management, L.P.

The Court is scheduled to hear the Debtor's request to confirm its
Chapter 11 Plan and approve the sale on July 11, 2007.  If
successful, the Debtor expects to close the transaction by
July 31, 2007.

                    About Tower Automotive

Based in Grand Rapids, Michigan, Tower Automotive Inc. (OTC BB:
TWRAQ) -- http://www.towerautomotive.com/-- is a global designer  
and producer of vehicle structural components and assemblies used
by every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.

On May 1, 2007, the Debtors filed their Chapter 11 Plan of
reorganization and Disclosure Statement explaining that plan.  On
June 4, 2007, the Debtors submitted an Amended Plan and Disclosure
Statement.  The Court approved the adequacy if the Amended
Disclosure Statement on June 5, 2007.  The hearing to consider
confirmation of the Debtors' Amended Plan is set for
July 11, 2007.


TOYS 'R' US: Fitch Affirms B- Issuer Default Rating
---------------------------------------------------
New York: Fitch has affirmed its ratings of Toys 'R' Us, Inc. as:

Toys 'R' Us, Inc.

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


Toys 'R' Us, Delaware

    -- Issuer Default Rating 'B-';
    -- Secured revolver 'B/RR3';
    -- Secured term loan 'CCC+/RR5';
    -- Secured asset sale facility 'CCC+/RR5';
    -- Senior unsecured debentures 'CCC/RR6'.

TRU 2005 RE Holding Co.

    -- Issuer Default Rating (IDR) 'B-';
    -- Structured credit facility 'B/RR3'.

Toys 'R' Us (UK) Ltd.

    -- Issuer Default Rating (IDR) 'B-';
    -- Multicurrency Sec. revolver 'B/RR3'.

In addition, Fitch has assigned a rating of 'CCC/RR6' to the
$180 million unsecured term loan at TOY-Delaware.  Approximately
$6.0 billion of debt is affected by these actions.  The Rating
Outlook has been revised to Stable from Negative.

The affirmations and change in TOY's outlook reflect management's
turnaround efforts which have led to improving performance at
TOY's core U.S. toy segment as well as the steady performance in
the international toy and Babies 'R' Us segments.  The ratings
also reflect TOY's highly leveraged balance sheet and the intense
competition in the toy business.

TOY's U.S. toy segment reported positive comparable store sales in
2006 after 5 years of negative comparable store sales as a result
of store remodeling initiatives such as Toys 'R' Us and Babies 'R'
Us side by side stores, exclusive product offerings and improved
customer service.  In addition, the company's international toy
and Babies 'R' Us segments continued to achieve low to mid single
digit comparable store sales.  This combined with management's
turnaround efforts, such as better inventory management, have
resulted in operating EBIT margin expansion of 150 basis points to
4.4% in the last twelve months ending May 5, 2007 from 2.9% in
2005 and free cash flow generation of $364 million.  As a result,
TOY's leverage has strengthened with LTM adjusted debt/EBITDAR
decreasing to 6.8 times from 8.1x in 2005, but it remains high.  
In addition, LTM EBITDAR coverage of interest and rent weakened
slightly to 1.4x from 1.5x in 2005 because rent increased due to
the consolidation of TOY-Japan results.

Fitch anticipates gradual operating performance improvement this
year as the company rolls out more Toys 'R' Us and Babies 'R' Us
side by side stores which produce higher sales as compared to
single concept new stores, as well as store resets that are
expected to improve the overall shopping experience in the fall of
2007.  Additionally, management's efforts to control costs should
allow the company to sustain its operating margins despite strong
competition from other toy retailers, discounters, and catalog and
internet businesses.

The ratings of the various classes of debt listed above reflect
their respective recovery prospects.  Fitch's recovery analysis
assumed an enterprise value of $3.6 billion in a distressed
scenario.  Applying this value across the capital structure
results in good recovery prospects (51%-70%) for the asset-based
revolvers which are secured by inventory, receivables and certain
Canadian real estate in North America and all assets in Europe.  
The secured term loan and asset sale facility are secured by
intellectual property and second liens on accounts receivable and
inventory of TOY-Delaware and the guarantors, and have below
average recovery prospects (11%-30%).  The senior unsecured
debentures at TOY-Delaware have poor recovery prospects (less than
10%). The senior unsecured notes at the holding company level are
structurally subordinated, and are rated 'CCC-/RR6', also
reflecting poor recovery prospects (less than 10%) in a distressed
case.


TRILOGY INT'L: Term Loan Increase Cues Moody's to Hold B2 Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed Trilogy International Partners
LLC's B2 corporate family and B2 senior secured rating on its
announcement that it would upsize its planned term loan to
$250 million from $200 million, using the incremental proceeds for
general corporate purposes.  Moody's does not believe the
resulting modest increase in leverage materially alters the
company's credit profile, however notes that Trilogy's initial
adjusted leverage of roughly 3x remains close to our previously
defined downgrade criteria.

Accordingly, Moody's believe Trilogy's rating would unlikely hold
should additional debt proceeds be raised, or should leverage fail
to reduce comfortably below 3x by mid 2008.  The ratings reflect a
B2 probability of default and a loss-given-default assessment of
LGD 4, 51% on the senior secured term loan.

The outlook remains stable.

Ratings Affirmed:

-- Corporate Family Rating B2
-- Probability of Default Rating B2
-- Senior Secured Term Loan B2, LGD 4, 51%

The B2 corporate family rating reflects Moody's view that
Trilogy's political/ regulatory risks are considerable given
essentially all of its revenues are derived from wireless
operations in emerging economies (Haiti, Bolivia, and the
Dominican Republic), with the majority of its cash flows generated
from Haiti, a region with a history of significant instability.
The rating also considers that a reasonable portion of the
company's cash flows are generated in U.S. dollars, which
partially mitigates foreign exchange risks arising from having to
service U.S denominated debt obligations with local cash flows,
which can't be effectively hedged.  The rating also considers
Trilogy's favorable growth prospects within each of these three
countries given the relatively low levels of wireless penetration
currently, its favorable competitive position demonstrated by a
current blended market share of roughly 20% and a modest
diversification of country risk.  Finally, the B2 rating
incorporates Moody's opinion that the company's initial adjusted
total leverage of roughly 3x may reduce to under 2.5x by the end
of 2008 but that free cash flow through the next couple of years
is unlikely to be robust as capital expenditures remain elevated.

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


TWEETER HOME: Organizational Meeting Scheduled Today
----------------------------------------------------
The U.S. Trustee for Region 3, Kelly Beaudin Stapleton, has
scheduled an organizational meeting in Tweeter Home Entertainment
Group Inc.'s Chapter 11 case, today, June 22, 2007, at 11:00 a.m.,
at the Hagley Room, The DoubleTree Hotel, 700 King Street, in
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The meeting is not the meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  A representative of the Debtors,
however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and  
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case No: 07-10787 through 07-10796).  Gregg M.
Galardi, Esq. and Mark L. Desgrosseilliers, Esq. at Skadden,
Arps, Slate, Meagher & Flom, L.L.P. represent the Debtors in
their restructuring efforts.  As of Dec. 21, 2006, Tweeter
had total assets of $258,573,353 and total debts of
$190,417,285.  The Debtors' exclusive period to file a plan
expires on Oct. 9, 2007.  Tweeter Bankruptcy News, Issue
No. 3, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


TWEETER HOME: Gets Interim Court OK to Use GECC Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
authority to use, on an interim basis, their prepetition lenders'
cash collateral.

The Court directed the Debtors to update the budget not less
than on a monthly basis.

The Debtors' authorization to use the Cash Collateral will
terminate upon notice being provided by General Electric Capital
Corporation, as administrative agent to the prepetition lenders,
that an event of default has occurred and is continuing.

The prepetition lenders are granted replacement liens as adequate
protection for their interest in the Cash Collateral on account
of the granting of liens to the DIP Lenders, the Debtors' use of
Cash Collateral and other diminution in value of the Collateral.

Any statutory committee appointed in the case has 60 days
following appointment of the committee to commence a contested
matter or adversary proceeding challenging the validity, extent,
perfection or priority of the mortgage, security interests and
liens of the Prepetition Agent and the Prepetition Lenders, or
the validity, allowability, priority, status or size of the
Debtors' prepetition debt.  If no official committee of unsecured
creditors is appointed, any party-in-interest may present a
challenge within 75 days following the Court's entry of a final
order granting the Debtors' request.

The Court will convene a hearing June 26, 2007, at 4:00 p.m. to
consider final approval of the Debtors' request.  Objections are
due on the same day.

                          Debtors' Motion

In their request, published in the Troubled Company Reporter on
June 13, 2007, the Debtors told the Court that prior to their
bankruptcy filing, the Debtors borrowed money under a
$75,000,000 senior secured revolving credit facility with
GECC.  The GECC facility included up to $20,000,000 in letters
of credit and a $5,000,000 swing-line loan provision.  The
initial drawdown under the GECC facility was $38,100,000.

As of March 31, 2007, roughly $11,900,000 was available for
future borrowings.  The credit line is secured by a first
priority lien on substantially all of the Debtors' assets.

The GECC facility expires March 21, 2012.

Since the end of March 2007, the Debtors have faced declining
revenues and have incurred increased short-term costs associated
with their restructuring efforts.  As a result, the Debtors'
borrowing base has decreased and GECC has imposed -- as it is
permitted to do -- additional reserves.

Prior to and during that same period, many of the Debtors'
suppliers tightened or eliminated entirely the Debtors' credit
terms, requiring the Debtors to pay "cash in advance."  As a
result, the Debtors had little or no availability under the
prepetition credit agreement and experienced a severe liquidity
crisis.

To address the problem, the Debtors amended the credit facility
GECC on May 30, 2007.  The amendment slightly increased the
Debtors' liquidity and allowed them some time to pursue various
restructuring alternatives.

Notwithstanding the amendment, the Debtors continued to face a
severe lack of liquidity and were not able to purchase sufficient
inventory on credit to restore additional availability under the
prepetition GECC credit agreement, Gregory W. Hunt, Tweeter's
senior vice president and chief financial officer, said.

Although the Debtors have received prior to the Petition Date
expressions of interest regarding various restructuring
alternatives, it became apparent that those interests would not
be fully developed until after the Debtors had run out of
availability under the prepetition GECC loan, Mr. Hunt added.

The Debtors need immediate use of GECC's collateral, including
any cash collateral, to continue operating their businesses and
complete a sale of substantially all of their assets or other
some other restructuring alternative, Mr. Hunt told the Court.   
Specifically, the Debtors require the use of Cash Collateral to
pay operating expenses, including payroll, and to pay vendors to
ensure a continued supply of goods.

GECC has consented to the Debtors' use of Cash Collateral, Mr.
Hunt said.

As adequate protection to GECC with respect to the diminution in
the value of GECC's interest in the Collateral, the Debtors
proposed to give GECC:

  1) replacement liens on all of the Debtors' assets;

  2) a superpriority claim status that is pari passu to the
     superpriority claim status applicable to the $60,000,000
     postpetition credit facility to be provided by GECC;

  3) adequate protection payments in the amount of interest,
     fees and other amounts due under the prepetition credit
     agreement.

The Debtors' authority to use the Cash Collateral will cease on
the earliest to occur of:

  -- January 11, 2008;

  -- the effective date of a plan of reorganization for any of
     the Debtors;

  -- the date of consummation of a sale of substantially all of
     the Debtors' assets; and

  -- an event of default.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and  
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case No: 07-10787 through 07-10796).  Gregg M.
Galardi, Esq. and Mark L. Desgrosseilliers, Esq. at Skadden,
Arps, Slate, Meagher & Flom, L.L.P. represent the Debtors in
their restructuring efforts.  As of Dec. 21, 2006, Tweeter
had total assets of $258,573,353 and total debts of
$190,417,285.  The Debtors' exclusive period to file a plan
expires on Oct. 9, 2007.  Tweeter Bankruptcy News, Issue
No. 3, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


TWEETER HOME: $60 Million GECC DIP Financing Gets Interim Okay
--------------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
obtained authority, on an interim basis, from the U.S. Bankruptcy
Court for the District of Delaware to borrow up to $33,000,000 in
debtor-in-possession financing from General Electric Capital
Corporation, as administrative agent for the DIP lenders.  

The Debtors will use the loan proceeds solely for working capital
and general corporate purposes, and to pay the costs of
administration of the cases as well as prepetition expenses, as
contemplated in a budget.

As security for the Debtors' DIP Obligations, the DIP Lenders
will have a valid, first priority, continuing, valid, binding,
enforceable, non-avoidable, and automatically perfected
postpetition security interests in and liens on all of the
Debtors' assets.  The DIP Liens will be senior and superior in
priority to all other secured and unsecured creditors of the
Debtors' estates, subject to:

  -- the carve-out for allowed expenses pursuant to 28 U.S.C.
     Section 1930(a)(6) and (b), and allowed reasonable fees and
     expenses of bankruptcy professionals retained in the
     Debtors' cases;

  -- prior permitted liens; and

  -- postpetition liens that have been approved by the Court in
     favor of prepetition consignors of inventory.

The DIP loan will mature on the earliest of:

-- January 11, 2008;

-- the effective date of a plan of reorganization for the
    Borrowers; and

-- the date a sale of all or substantially all of the
    Borrowers' assets is consummated.

The Court will convene a hearing June 26, 2007, at 4:00 p.m. to
consider final approval of the Debtors' request.  Objections are
due on the same day.

As reported in the Troubled Company Reporter on June 13, 2007,
the Debtors sought Court authority to borrow up to $60,000,000
from GECC pursuant to a debtor-in-possesion credit agreement.

GECC committed to arrange a senior revolving credit facility
of up to $60,000,000, including a $20,000,000 sublimit for
letters of credit and a $5,000,000 sublimit for swingline loans.

A full-text copy of the GECC DIP Credit Agreement is available at
no charge at http://researcharchives.com/t/s?20d7     

GECC is represented in the Debtors' cases by Robert A. J. Barry,
Esq., at Bingham McCutchen LLP, in Boston, Massachusetts; Patrick
J. Trostle, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut; and Mark D. Collins, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware.

              Clarifications to Interim DIP Order

At the Debtors' behest, the Court clarifies that any liens
granted pursuant to the terms of the Interim DIP Order do not
prime the possessory lien that Bank of America N.A. has over an
account containing $250,000.

The Court says the possessory lien BofA has on the security
account is a Permitted Prior Lien that is superior to any liens
that have been or will be granted to the DIP Agent for the
benefit of the DIP Lenders.

Tweeter Home and BofA are parties to a May 2006 Corporate
Travel Card Agreement.  BofA issued corporate travel credit
cards to the Debtors' employees, allowing employees to
incur business-related charges on the company's behalf.

The security account at BofA was intended to secure the Debtors'
obligations for charges incurred through the Travel Cards.

BofA has asserted that the Debtors owed roughly $225,000 for
charges on the Travel Cards as of the Petition Date.

The Court also authorized the Debtors to pay BofA all amounts due
under the BofA Agreement as and when obligations are due.

The Debtors expressed concern that employee morale, already
adversely affected by the bankruptcy filing, will further erode
if the Debtors are unable to provide a mechanism for the prompt
payment of expenses incurred by employees on the Debtors' behalf.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and  
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case No: 07-10787 through 07-10796).  Gregg M.
Galardi, Esq. and Mark L. Desgrosseilliers, Esq. at Skadden,
Arps, Slate, Meagher & Flom, L.L.P. represent the Debtors in
their restructuring efforts.  As of Dec. 21, 2006, Tweeter
had total assets of $258,573,353 and total debts of
$190,417,285.  The Debtors' exclusive period to file a plan
expires on Oct. 9, 2007.  Tweeter Bankruptcy News, Issue
No. 3, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


UNITED AIRLINES: Increase in Destinations Cue Hiring of Pilots
--------------------------------------------------------------
United Airlines Inc. plans to begin hiring pilots later this year,
the first time it has done so since 2001, to accommodate United's
schedule, including an increase in the number of international
destinations it serves.

United plans to begin accepting applications for new flight
officer positions later this summer.  After participating in
United's industry-leading training program, new pilots are
expected to begin flying for the airline as early as December.

United expects to hire and train up to 100 pilots by the end of
the year depending on changes to the mandatory pilot retirement
age currently being considered by Congress.  The new pilots will
be in addition to the pilots that United will recall this year as
it completes the recall of those who have been on furlough.

"This is good news for our pilots, our employees, our customers
and our investors," Sean Donohue, Senior Vice President of Flight
Operations and Onboard Service, said.  "This enables us to ensure
the highest level of service for our customers, while maintaining
an efficient, flexible schedule."

"We look forward to welcoming our new colleagues to United, where
they will join a group of the world's most experienced, most
accomplished and best trained aviators," Captain Hank Krakowski,
Vice President of Flight Operations, noted.  "Our new hiring
process, which we have reviewed with our pilot union, and which
will include interviews by United line pilots, has been developed
to identify a strong, diverse group of applicants who will go
through extensive training and technical preparation at the
company's state-of-the-art Flight Training Center in Denver."

United has developed a new online hiring process which includes an
online application screening followed by in-person interviews.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United    
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The company filed for chapter 11 protection on Dec. 9,
2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Wedoff
confirmed the Debtors' Second Amended Plan on Jan. 20, 2006.  The
company emerged from bankruptcy protection on Feb. 1, 2006.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $25,369,000,000 and total liabilities of $23,221,000,000.  

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2007, Fitch
Ratings has affirmed the Issuer Default Ratings of UAL Corp.
and its principal operating subsidiary United Airlines Inc. at B-.


US FOODSERVICE: Moody's Puts Corporate Family Rating at B3
----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to US Foodservice's
$1,300 million Asset Based Revolving Credit Facility, a B2 rating
to the $1,565 million Senior Secured Term Loan B, a Caa2 rating to
the $1,000 million Senior Unsecured Notes, and a Caa2 rating to
the $550 million Senior Subordinated Notes.  Moody's also assigned
a corporate family rating of B3 and a Probability of Default
rating of B3.

The proceeds from the debt offerings, together with an equity
contribution of $2.250 million (31%) from Clayton, Dubilier &
Rice, Inc. and Kohlberg Kravis Roberts, will be used to acquire US
Foodservice from Ahold for approximately $7.2 billion as well as
providing for general corporate purposes and covering fees and
expenses related to this transaction.

These ratings are assigned:

-- Corporate Family Rating At B3

-- $1,300 million 6 year Asset Based Revolving Credit Facility at
    B2, LGD3 (36.29%)

-- $1,565 million 7 year Senior Secured Term Loan B at B2, LGD3
    (41.01%)

-- $1,000 million 8 year Senior Unsecured Notes at Caa2, LGD5
    (79.26%)

-- $550 million 10 year Senior Subordinated Notes at Caa2, LGD6
    (93.67%)

-- Probability of Default Rating at B3

The B3 corporate family rating reflects the company's weak credit
metrics at the closing of this transaction.  It also recognizes
the relatively weaker position of US Foodservice as compared to
its major competitor.  The B3 rating does also reflect the
company's major market position, the stability of the food
distribution industry, its scale of operations, and the recent
operational improvements that are evidenced by its recent upward
trend in margins.  The rating also reflects the heavy reliance on
the achievement of margin improvements necessary to improve
coverage and the length of time that it may take to achieve them.

The stable outlook reflects the adequate liquidity that is
provided by at least $600 million availability provided by the
asset based revolving credit facility and a proposed senior
secured revolving credit facility.

US Foodservice, headquartered in Rosemont, Illinois, is the United
States' second largest distributor of food and related products to
over 250,000 customers, including restaurants, healthcare
facilities, hotels, schools and governmental facilities.


US FOODSERVICE: S&P Junks Rating on $1 Billion Senior Toggle Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Columbia, Maryland-based U.S. Foodservice.  In
addition, Standard & Poor's assigned its 'CCC' rating to USF's
proposed $1 billion senior unsecured toggle notes due 2015 and
proposed $550 million of subordinated debt due 2017.

The outlook is positive.
     
"The ratings on USF reflect its highly leveraged financial
profile, thin operating margins, and participation in the highly
competitive U.S. foodservice distribution industry, which more
than outweigh favorable industry growth trends," said Standard &
Poor's credit analyst Jean Stout.
     
Net proceeds from the company's senior unsecured and subordinated
debt offerings, together with proceeds from its proposed
$1.565 billion term loan, approximately $560 million of borrowings
under its asset-based revolving credit facility, $600 million
under its accounts receivable securitization program, $735 million
under its collateralized mortgage-backed facility, and about $2.25
billion of equity, will be used to finance the acquisition of USF
by Clayton, Dubilier & Rice Inc. and Kohlberg Kravis Roberts, for
a transaction value of about $7.3 billion.  The $1.3 billion
asset-based revolving credit facility, $100 million revolving
credit facility, $1.565 billion term loan, and a $500 million
synthetic letter of credit facility, as well as the $700 million
accounts receivable securitization program and $735 million
collateralized mortgage-backed facility, are not rated.
     
Pro forma for the transaction, USF will have approximately
$5.1 billion of debt outstanding, including structured financings.
     
USF, through its operating subsidiary U.S. FoodService Inc, is the
second largest foodservice distributor in the U.S.


VISTEON CORP: Construction Starts at New Missouri Assembly Plant
----------------------------------------------------------------
Visteon Corporation has begun building a manufacturing and
assembly facility in Eureka, Missouri, to support new business in
North America with automakers including Chrysler Group.  The plant
is expected to begin production in the summer of 2008 and employ
about 200 people by early 2009.

Visteon officially launched the project on June 20, 2007, in a
ceremony at the plant site in Eureka Commercial Park, located
along I-44 about 20 miles southwest of St. Louis.  The event was
attended by representatives of Visteon, the City of Eureka, the
St. Louis County Economic Council and the St. Louis Regional
Chamber and Growth Association.

The Visteon plant initially will supply door panels, consoles and
cockpits to Chrysler Group's St. Louis North Assembly Plant.

Visteon President and Chief Operating Officer Donald J. Stebbins
said the new plant supports Visteon's three-year plan to
restructure, improve base operations and grow the business.

"Our significant business growth requires us to add strategic
manufacturing capacity, and we're pleased to be creating new jobs
in Missouri," Mr. Stebbins said.  "This project demonstrates the
confidence our customers are placing in Visteon to meet their
quality, delivery and cost requirements for vehicle systems."

The new Missouri facility will use innovative manufacturing
processes designed to deliver interior products for in-sequence,
just-in-time installation in vehicles.  Visteon's products and
production processes are designed to reduce tooling costs, cycle
time and scrap, while promoting recyclability.

Julie Fream, vice president of Visteon's North America customer
groups, commended the efforts of state, regional and local
officials in helping Visteon select the site.  Visteon received
property tax abatements, payroll tax incentives and training
grants for the new facility.

"We are very appreciative of the assistance and support received
from the Missouri Department of Economic Development, the St.
Louis County Economic Council and the St. Louis Regional Chamber
and Growth Association," Ms. Fream said.

"Business growth is a key component of Visteon's improvement
plan," she added.  "Through the commitment of our employees and
the cooperation of state and local governments, this will be a
cost-competitive manufacturing operation that will effectively
serve our customers, while creating opportunities for our
employees and the local community."

Eureka Mayor Kevin M. Coffey welcomed Visteon's decision to build
in the community.  "We are pleased to have a global company of
Visteon's caliber choose our community for its new manufacturing
plant, and we look forward to the new jobs and economic stimulus
that this new facility will generate," Mr. Coffey said.

"I am extremely pleased to welcome Visteon Corporation to St.
Louis County," St. Louis County Executive Charlie A. Dooley said.  
"This commitment to our community is exciting and welcome news."

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

At March 31, 2007, the company's balance sheet showed a
stockholders' deficit of $106 million, compared to a deficit of
$188 million at Dec. 31, 2006.

                          *     *     *

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


VISTEON CORP: To Close Bedford Plant; 685 Jobs Slashed
------------------------------------------------------
Visteon Corp. plans to close its plant in Bedford, Indiana on
April 2008, slashing 685 jobs in the process, according to various
reports.

Reports say that the move is part of the company's three-year
restructuring plan that will cease making auto parts and
assembling fuel-delivery modules, but instead concentrate on
producing auto interiors, climate controls and electronics.

The plant is among the 30 plants Visteon plans to shutter, fix or
sell through 2009, Visteon spokesman Jim Fisher relates.

Severance payment discussions between Visteon and union
representatives are anticipated to be soon, various sources
reports.

In September 2007, Visteon will seal up its auto-parts plant in
Connersville, Indiana, consequently, displacing 890 employees.

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Visteon expected that the restructuring will generate up to
$75 million of annual savings when completed.  The company
continues to evaluate alternatives and solutions for the remaining
facilities, including divestitures, that yield acceptable returns
to the company.

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

At March 31, 2007, the company's balance sheet showed a
stockholders' deficit of $106 million, compared to a deficit of
$188 million at Dec. 31, 2006.

                          *     *     *

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


WATER PIK: S&P Affirms Ratings on $112 Million Secured Financing
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on Water Pik Inc.'s $112 million secured financing.

The first-lien facilities comprise a $15 million revolver and a
$62 million term loan B.  This first-lien debt is rated 'B' with a
recovery rating of '2', indicating the expectation of substantial
(70%-90%) recovery in the event of a payment default.

Water Pik's $35 million second-lien term loan is rated 'CCC' with
a recovery rating of '6', indicating the expectation of negligible
(0%-10%) recovery in the event of a payment default.


Ratings List

Water Pik Inc.
Corporate Credit Rating         B-/Negative/--
Senior Secured
  First-Lien Facility            B (Recovery Rating: 2)
  Second-Lien Facility           CCC (Recovery Rating: 6)


* KPMG LLP Considered Bankruptcy Filing in 2005, Lawyer Says
------------------------------------------------------------
KPMG LLP sought advice from bankruptcy lawyers as it pleaded
with federal officials in 2005 not to indict it for selling
fraudulent tax shelters, Bloomberg said on its Web site Tuesday
citing newly released internal documents.

According to Bloomberg, the plan did not push through because
KPMG settled with the government in August 2005, agreeing to pay
a record $456 million fine, give up part of its tax practice and
accept a three-year period of outside supervision.

Prior to the settlement, KPMG had a meeting on June 13, 2005,
with, among others, James Comey, the Deputy U.S. Attorney General
assigned to KPMG's case.

In that meeting, KPMG's attorney, Robert S. Bennett, Esq. at
Skadden, Arps, Slate, Meagher & Flom LLP, said that KPMG
acknowledged that a number of partners, including high-level
ones, "did engage in a conspiracy to evade taxes."  

In his statement, Mr. Bennett asked the United States Department
of Justice to exercise its prosecutorial discretion in a manner
that would allow the firm to survive.

Having "its partners and its reputation for integrity" as its only
assets, the firm could not survive the filing of criminal charges,
Mr. Bennett emphasized.

Mr. Bennett went on to say that one of the consequences of filing
criminal charges against KPMG is the disruption of national
economy, arguing that the global investment community depends upon
financial statements that are carefully audited and filed on time.

Furthermore, Mr. Bennett confirmed that KPMG had "consulted
bankruptcy counsel."  He also noted that KPMG faced claims for
"billions by the plaintiffs' bar" for its role in the shelters.

KPMG LLP -- http://www.kpmg.com/-- is a global network of  
professional firms providing audit, tax, and advisory services.
The company operates in 148 countries and have more than 113,000
professionals working in member firms around the world.


* Palisades Capital Names John L. Spencer as Managing Director
--------------------------------------------------------------
John L. Spencer, Esq. has joined Palisades Capital Advisors, LLC
as a Managing Director.

In this role, Mr. Spencer will be primarily responsible for the
firm's restructuring advisory and pension liability risk
management services, working with plan sponsors, investment
banking and restructuring firms, creditor groups, hedge funds and
private equity firms.

Mr. Spencer served as Director of the Pension Benefit Guaranty
Corporation's Department of Insurance Supervision and Compliance
and head of the corporate finance and negotiations group from
2004-2007, where he was responsible for all aspects of the PBGC's
corporate finance and restructuring operations, including
bankruptcy and claims trading.

"I am delighted to welcome John to Palisades," said Bradley D.
Belt, Chairman of Palisades.  "He has been at the epicenter of
many of the largest and most complex bankruptcies and corporate
restructurings over the past several years.  We look forward to
leveraging John's deep knowledge and wealth of experience in
pension administration, strategic planning, corporate finance,
restructuring and bankruptcy to benefit the firm's clients."

Mr. Spencer said, "Today's pension sponsors face mounting
liabilities, ever-increasing competition from companies with lower
labor costs, and challenging risk management needs.  I am excited
to have this opportunity, and I look forward to working with
Palisades to bring innovative solutions and valuable experience as
we assist clients in navigating the changing regulatory and
financial landscape for pensions and other legacy liabilities."

John L. Spencer has over 15 years of experience in pension
administration, strategic planning, corporate finance,
restructuring and bankruptcy.  At the PBGC, Mr. Spencer was
responsible for negotiating several large and complex settlements
including United Airlines, Tower Automotive, Delta Airlines,
Delphi Corporation and Kaiser Aluminum, as well as the sales by GM
of GMAC and DaimlerChrysler of Chrysler.  He worked directly with
senior corporate executives, investment bankers, counsel and
creditors in structuring and negotiating these settlements. During
Mr. Spencer's tenure, the Corporation substantially upgraded its
capability to monitor its insurance risks, minimize its loss
exposure to corporate pension defaults, and dramatically enhance
its recoveries on unsecured bankruptcy claims.  Mr. Spencer
received his B.A. in Economics from the University of Maryland.

                    About Palisades Capital

Based in New York City, Palisades Capital Advisors, LLC --
http://www.palisadescapadv.com/-- is a privately held advisory  
and investment firm.  The firm provides pension risk management
and restructuring advisory services to corporate and public
sponsors, beneficiaries, and financial intermediaries.  The firm
also develops, structures and invests in innovative products and
solutions that address market needs arising from structural
changes in pension and insurance markets.


* 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 ***