TCR_Public/070704.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 4, 2007, Vol. 11, No. 156

                             Headlines

925 ORIOLE: Case Summary & Five Largest Unsecured Creditors
AERCO LIMITED: Fitch Places CCC Ratings on Watch Negative
AMERICAN GENERAL: Fitch Revises Recovery Rating on C Rated Notes
ARCADIA RESOURCES: Losses Cues Going Concern Doubt Opinion
ASARCO LLC: Sells Salt Lake Property to Olene Walker for $2.27MM

ASARCO LLC: Wants Exclusive Plan-Filing Period Extended to Dec. 10
ASSOCIATED ESTATES: S&P Lifts Corporate Credit Rating to B+ from B
BALLY TOTAL: Secures $292 Mil. DIP Financing from Morgan Stanley
BAUSCH & LOMB: Sues Alcon for False & Misleading Advertising
BLOCKBUSTER INC: James W. Keyes Appointed as Chairman and CEO

BLOCKBUSTER INC: Plans to Shutter 282 Stores in 2007
BUCKEYE TECH: Steven Dean Promoted to Senior Vice President & CFO
BUCKEYE TECH: Committee Okays Steven Dean's Compensation Increase
CALPINE CORP: Wants Court to Approve Canadian Debtors Settlement
CARLYLE RESORTS: Case Summary & 17 Largest Unsecured Creditors

CHEVY CHASE: Moody's Rates Class B-5 Certificates at B2
CHRYSLER AUTOMOTIVE: Moody's Puts Corporate Family Rating at B3
CHRYSLER LLC: S&P Assigns Corporate Credit Rating at B
CHRYSLER LLC: Fitch Rates $12 Billion Loans at BB+
CPI INTERNATIONAL: Commences Cash Offer for $58 Mil. Senior Notes

CWABS ASSET: Moody's Rates Class B Certificates at (P)Ba1
DAIMLERCHRYSLER FINANCIAL: Fitch Rates on $2 Billion Loan at BB
DAIMLERCHRYSLER FINANCIAL: Moody's Rates $2 Billion Loan at B2
DELTA MILLS: GMAC Wants Court to Disapprove Disclosure Statement
DEVON ENERGY: Plans New $1 Billion Short-Term Credit Facility

DOBSON COMMS: Fitch Puts Rating on Positive Watch on AT&T Offer
DOBSON COMMS: AT&T Offer Prompts Moody's to Review Ratings
DOBSON COMMS: AT&T Offer Prompts S&P's Positive CreditWatch
DOLLAR GENERAL: Buck Gives Tentative Pricing for Notes Offer
EXAERIS INC: Voluntary Chapter 11 Case Summary

EXCELCARE INC: Case Summary & 20 Largest Unsecured Creditors
FIAT SPA: Unit Eyes Joint Venture with Russia's Avtopribor
FORD MOTOR: Commences Conversion Offer for Unit's 6.5% Securities
GAP INC: Eyes Closure of Unprofitable United Kingdom Outlets
GENERAL MOTORS: UAW Leaders Say Strike Possible in Labor Talks

GOLDMAN SACHS: Moody's Withdraws Ratings on Five Notes
GP INVESTMENTS: Fitch Says Pledge of Share Won't Affect Ratings
GRANCO INDUSTRIES: Voluntary Chapter 11 Case Summary
HARLAN SPRAGUE: Moody's Affirms B2 Corporate Family Rating
HARLAN SPRAGUE: S&P Affirms B+ Corporate Credit Rating

HILTON HOTELS: Inks First Conrad Management Pact in South America
IMAX CORPORATION: Moody's Junks Corporate Family Rating
INGRAM MICRO: Sets Aside $15 Mil. for Wells Notice-Related Loss
INTERSTATE BAKERIES: Wants to Sell N. Carolina & Mass. Properties
INVACARE CORP: Extends Tender Offer Expiration to July 12

INVESTORS FINANCIAL: Fitch Upgrades then Withdraws Ratings
IPSCO INC: Receives Requisite Consents for 8-3/4% Senior Notes
J&F I FINANCE: Moody's Rates New $600 Million Notes at (P)Caa2
JDA SOFTWARE: Good Operating Performance Cues S&P's Pos. Outlook
KENDLE INT'L: Inks Pact with UBS to Increase Loan Amount

KINETIC CONCEPTS: Moody's Affirms Ba2 Corporate Family Rating
KINETIC CONCEPTS: S&P Affirms Corporate Credit Rating at BB
LEASE INVESTMENT: Fitch Downgrades Ratings on Four Note Classes
LAJITAS RESORT: Case Summary & 27 Largest Unsecured Creditors
LIBERTY BRANDS: U.S. Trustee Wants Case Converted to Chapter 7

LID LTD: Wants Exclusive Plan-Filing Period Extended to Dec. 15
LN ACQUISITION: Moody's Affirms B2 Corporate Family Rating
MANOR CARE: Inks $6.3 Billion Privatization Deal with Carlyle
MANOR CARE: $6.3 Billion Carlyle Deal Cues S&P to Cut Ratings
MCDERMOTT INT'L: Good Performance Cues Moody's to Upgrade Ratings

MCKINNON & SON: Case Summary & 32 Largest Unsecured Creditors
MEYER-SUTTON: Wants Ch. 11 Case Converted to Chapter 7 Liquidation
MILA INC: Case Summary & 20 Largest Unsecured Creditors
MORTGAGE NOTES: Voluntary Chapter 11 Case Summary
MOUNTAIN INT'L: Case Summary & 20 Largest Unsecured Creditors

MOVIE GALLERY: In Talks with Lenders on Plan to Cure Defaults
NASDAQ STOCK: May Oppose Borsa Italiana Deal, Says LSE
NASDAQ STOCK: Inks Pact to Acquire Directors Desk
NELLSON NUTRACEUTICAL: Alvarez & Marsal OK'd as Financial Advisor
NEWCOMM WIRELESS: Lopez-Zambrana Approved as Special Tax Counsel

NORTH OAKLAND: Poor Performance Cues Moody's to Bond Rating
NORTHWEST AIRLINES: AMFA Gives Management "No Confidence" Vote
OPTIMA OIL: Voluntary Chapter 11 Case Summary
ORECK CORP: Weak Liquidity Position Cues S&P to Junk Ratings
PARMALAT SPA: Court Allows Investors to Pursue Securities Action

PETROLEUM GEO: Establishes New $950 Million Credit Facility
PSS WORLD: Invests $22.5 Million in athenahealth
QUAKER FABRIC: Defaults on Loan Obligations, Mulls Liquidation
RADIATION THERAPY: Completes $50 Million Credit Facility Expansion
RADIO ONE: S&P Holds Ratings and Retains Negative CreditWatch

REALOGY CORP: Change of Control Offer for Notes Ends
REDDY ICE: $1.1 Bil. GSO Capital Merger Cues S&P's Negative Watch
RIVER ROCK: Planned Expansion Prompts S&P's Stable Outlook
SALVAGE SERVICES: Case Summary & 19 Largest Unsecured Creditors
SAMPLES-BAKER: Case Summary & Four Largest Unsecured Creditors

SANMINA-SCI: Ireland Trade Minister Unveils EUR30 Million Deal
SAXON ASSET: Fitch Retains Junk Rating on 1999-5 Class BF-1 Loan
SEA CONTAINERS: Wants Line of Credit to Non-Debtor Unit Modified
SEA CONTAINERS: Creditor Panel Raises Concerns on DIP Financing
SEVEN CHILDREN: Case Summary & Two Largest Unsecured Creditors

SMARTIRE SYSTEMS: April 30 Balance Sheet Upside-Down by $15 Mil.
SPIKE MOTOPLEX: Voluntary Chapter 11 Case Summary
SWIFT & COMPANY: Moody's Retains Review on Ratings
TERRESTRIAL ENTERPRISES: Case Summary & 2 Largest Unsec. Creditors
THERMADYNE HOLDINGS: Expands Borrowing Capacity to $100 Million

TRUMP ENTERTAINMENT: Discloses Results of Strategic Review
TUCSON ELECTRIC: Plans Power Rate Increase to Cover Rising Costs
UNIFIED WORLDWIDE: Case Summary & 8 Largest Unsecured Creditors
US ENERGY: In Final Talks with Chief Executive Officer Candidate
VALEANT PHARMA: Settles Patent Infringement Suit with Kali Labs

VIATEL HOLDING: Deloitte & Touche Raises Going Concern Doubt
VISHAY INTERTECH: Wants to Waive Rights to Settle Notes Amount
WHEELS UP: Case Summary & 20 Largest Unsecured Creditors
WINCOPIA FARMS: Case Summary & Two Largest Unsecured Creditors
WORKFLOW MANAGEMENT: Moody's Affirms B2 Corporate Family Rating

* Fitch Takes Various Ratings Actions on 13 Transactions

* GE Commercial Names David Gozdecki as Managing Director
* Lord Bissell & Brook Elects 13 New Partners to Four Offices
* Reed Smith Adds Three Attorneys to Los Angeles Practice
* Eric Prezant Joins Bryan Cave's Bankruptcy & Restructuring Group

* Upcoming Meetings, Conferences and Seminars

                             *********

925 ORIOLE: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 925 Oriole, LLC
        5405 Alton Parkway, Suite 5A-545
        Irvine, CA 92604

Bankruptcy Case No.: 07-11931

Type of Business: The Debtor previously filed for Chapter 11
                  protection on March 29, 2006 (Bankr. C.D. Calif.
                  Case No. 06-10392).

Chapter 11 Petition Date: June 28, 2007

Court: Central District Of California (Santa Ana)

Debtor's Counsel: Michael G. Spector, Esq.
                  2677 North Main Street, Suite 800
                  Santa Ana, CA 92705
                  Tel: (714) 835-3130
                  Fax: (714) 558-7435

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of Five Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Rancho Palos Verdes              Loan                     $925,000
Holding Co., LLC
655 Deep Valley Drive
Suite 307
Palos Verdes, CA 90274

Mark Helsing                     Loan                      $45,000
17411 Irvine Boulevard, Suite D
Tustin, CA 92780

Rufino Ruiz                      Services Rendered         $30,000
29735 Niguel Road C
Laguna Niguel, CA 92677

David Altshuler                  Legal Fees                $20,000

Bruno Magiacomo                  Services Rendered         $15,000


AERCO LIMITED: Fitch Places CCC Ratings on Watch Negative
---------------------------------------------------------
Fitch Ratings has taken these rating actions on AerCo Limited:

The ratings on these classes are placed on rating watch negative:

    -- Class A-3 notes, rated 'BBB-';
    -- Class A-4 notes, rated 'BBB';
    -- Class B-1 notes, rated 'CCC/DR4';
    -- Class B-2 notes, rated 'CCC/DR4'.

The ratings on these classes remain unchanged:

    -- Class C-1 notes, rated 'C/DR6';
    -- Class C-2 notes, rated 'C/DR6';
    -- Class D-2 notes, rated 'C/DR6'.

The senior classes being placed on rating watch negative reflects
decreasing recovery prospects resulting from declining cash flow.
Over the life of the transaction, average collections net of
expenses have been relatively consistent showing a gradual decline
overall.  Fitch's analysis incorporated the expected net cash flow
to be available to the trust over the remaining life of the
transaction.  Fitch's expected cash flow takes several factors
into account, including aircraft age, portfolio value, potential
lease rates on the aircraft and perceived liquidity of the
aircraft in the portfolio.

In addition, net cash flow in recent months has not been enough to
fully fund the Second Collection Account Top-Up, resulting in
interest shortfalls for the B, C, and D classes and less liquidity
available to the overall transaction.  The Class B notes have
received partial interest payments since the initial shortfall,
but it is unknown if and for how long the Class B notes will
continue receiving interest payments.

AerCo is a special purpose limited liability Jersey company formed
to conduct limited activities, including the buying, owning,
leasing and selling of commercial jet aircraft.  In July 1998
AerCo issued $800 million of notes to acquire a portfolio of 35
aircraft.  In July 2000, AerCo issued $960 million of notes to
refinance its class A-1 and D-1 notes and to acquire an additional
30 aircraft.


AMERICAN GENERAL: Fitch Revises Recovery Rating on C Rated Notes
----------------------------------------------------------------
Fitch upgrades one class and revises the distressed recovery
rating on one class of notes issued by American General CBO 1998-1
Ltd./American General CBO 1998-1 Corp.

These rating actions are effective immediately:

    -- $33,181,189 class B-1 notes upgraded to 'A' from 'BB';

    -- $25,000,000 class B-2 notes remain at 'C' and the DR rating
       revised to 'DR3' from 'DR6'.

American General is a collateralized bond obligation that closed
November 5, 1998 and is managed by AIG Global Investment Group.
The portfolio is composed of high yield corporate bonds.  Included
in this review, Fitch discussed the current state of the portfolio
with the asset manager and their portfolio management strategy
going forward.  In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest rate scenarios to
measure the breakeven default rates going forward relative to the
minimum cumulative default rates required for the rated
liabilities.

Since the last review on December 13, 2005, the class A-2 and A-3
notes have been paid-in-full, making the B-1 notes the most senior
in the capital structure.  The class A-2 notes were redeemed on
December 15, 2006 and the class A-3 notes on June 15, 2007.  On
the June 15, 2007 payment date, the B-1 notes also received over
$10 million in principal redemption, in part due to the failing
class B overcollateralization (OC) test.  According to the June 4,
2007 trustee report, the class B OC test is 95.3% relative to a
minimum threshold of 108%.  As long as the test continues to fail,
interest and principal proceeds after paying class B-1 current
interest will be diverted to redeem the class B-1 notes.  The
overall credit quality of the portfolio has improved since the
last review, with a decreased amount of defaulted securities and a
smaller percentage of assets rated 'CCC+' or lower in the
portfolio of assets.

The class B-2 notes are not expected to receive any cash flows
until the class B-1 notes are paid-in-full, after which interest
and principal proceeds will be used to redeem the class B-2 notes.
The discounted recovery expectation for this class has improved to
the 'DR3' range since the last review.

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


ARCADIA RESOURCES: Losses Cues Going Concern Doubt Opinion
----------------------------------------------------------
BDO Seidman LLP in Troy, Michigan expressed substantial doubt
about Arcadia Resources, Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations.

The company posted a $43,772,273 net loss on $158,411,484 of total
revenues for the year ended March 31, 2007, as compared with a
$4,710,911 net loss on $130,928,641 of total revenues in the prior
year.

At March 31, 2007, the company's balance sheet showed $117,227,773
in total assets, $63,144,271 in total liabilities and $54,083,502
in stockholders' equity.

For the year ended March 31, 2007, net cash used in operating
activities increased to $13,778,644 from $7,385,116 in the prior
year, net cash used in investing activities decreased to
$15,867,213 from $16,743,448 in the prior year and net cash
provided by financing activities increased to $32,109,835 from
$23,246,640 in the prior year.

The company's operating expenses doubled to $92,465,000 for the
year ended March 31, 2007, from $45,501,000 in the prior year.

For the year ended March 31, 2007, selling, general and
administrative expenses increased to $65,288,000 from $43,175,000
in the prior year and depreciation and amortization increased to
$4,256,000 from $2,326,000 in the prior year.  The company also
incurred $22,921,000 in goodwill and intangible asset impairment
for the year ended March 31, 2007.

           Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended
March 31, 2007 were $65,288,000, or 40.9% of revenues, as compared
with $43,175,000, or 33% of revenues, for the year ended March 31,
2006, which represents a $22,019,000 or 50.2% increase in total
selling, general and administrative expenses.

Overall, the company's selling, general and administrative expense
increased as all segments expanded into new geographic locations,
as legal fees increased due to the increased complexity of the
company's organizational structure, and as compliance efforts
relating to Sarbanes-Oxley 404 increased.  In addition, additional
expenses were incurred relating to licensure issues subsequent to
certain acquisitions and to the integration of operations for all
acquired entities into an overall central structure.  Management
anticipates operating expenses to decrease during the year ended
March 31, 2008 as it works towards improving operating
efficiencies subsequent to the period of rapid growth primarily
through acquisition.

                 Depreciation and amortization

Depreciation expense included in cost of revenues, which
represents depreciation related to equipment rented to patients,
was about $2,857,000 for the year ended March 31, 2007, as
compared with  $1,100,000 in the prior year, an increase of
$1,804,000 or 171%.  The increase reflects the significant
increase in equipment currently being rented by the Products
segment, which is consistent with the growth in the Products
segment revenue.  The amount of rental equipment owned by the
company increased by about $3,443,000 during the year ended
March 31, 2007.  Rental equipment is depreciated over three years.

Total depreciation and amortization expense included in operating
expenses was about $4,256,000 for the year ended March 31, 2007,
as compared with $2,326,000 in the prior year, an increase of
$1,930,000 or 83%.  Depreciation and amortization of property and
equipment was about $1,467,000 for the year ended March 31, 2007,
as compared with $781,000 in the prior year, an increase of
$686,000 or 87.7%.  The increase reflects the increase in property
and equipment subsequent to various current year acquisitions, as
well as a full year of depreciation expense on property and
equipment acquired as part of prior year acquisitions.

                        Interest expenses

Interest expense was $3,625,000 for the year ended March 31, 2007,
as compared with $2,523,000 in the prior year, an increase of
$1,102,000 or 43.7%.  Interest income was $53,000 for the year
ended March 31, 2007, as compared with $66,000 in the prior year,
a decrease of $13,000 or 18.5%.  The increase in interest expense
is due to the increase in total interest bearing liabilities
(lines of credit, long-term obligations and capital leases) during
the year ended March 31, 2007.

As of March 31, 2007, the total balance of interest bearing
liabilities was $46,890,000, as compared with $19,772,000 in the
prior year, an increase of $27,118,000.  The average balance of
interest bearing liabilities (computed based on the balance at
each year end divided by two) for the year ended March 31, 2007
was $33,331,000, as compared with $21,299,000 in the prior year,
an increase of $12,033,000 or 56.5%.  Borrowings from Jana Master
Fund, Ltd. totaling $19,564,000 incurred during the year ended
March 31, 2007 represent the primary reason for the net increase
in interest bearing liabilities.  These funds were primarily used
for the Product segment acquisitions and the expansion of the
Clinics segment.

                           Income taxes

Income tax expense was $138,000 for the year ended March 31, 2007,
as compared to $119,000 in the prior year, an increase of $19,000
or 16.3%.  Due to the company's losses in recent years, it has
paid nominal federal income taxes.  The income tax expense is
primarily the result of state income tax liabilities of the
subsidiary operating companies.  For federal income tax purposes,
the company had significant permanent and timing differences
between book income and taxable income resulting in combined net
deferred tax assets of $14,247,000 to be utilized by the company
for which an offsetting valuation allowance has been established
for the entire amount.

The company has a net operating loss carry forward for tax
purposes totaling $17,227,000 that expires at various dates
through 2027.  Internal Revenue Code Section 382 rules limit the
utilization of certain of net operating loss carry forwards upon a
change of control of the company.  It has been determined that a
change in control took place, and as such, the utilization of
$770,000 of the net operating loss carry forwards will be subject
to severe limitations in future
period.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?215d

                  About Arcadia Resources

Headquartered in Southfield, Mich. Arcadia Resources, Inc. (AMEX:
KAD) -- http://www.arcadiaresourcesinc.com/-- provides in-home
health care and retail/employer health care services in the U.S.
The company operates in four segments: Services, Products,
Pharmacy, and Clinics.  The Services segment offers medical
staffing services, including home healthcare and medical staffing,
as well as light industrial, clerical, and technical staffing
services.  It provides physical therapists, occupational
therapists, speech pathologists, and medical social workers, as
well as offers home care, medical and non-medical staffing.  The
Products segment engages in the marketing, rental, and sale of
products and equipment, including a catalog out-sourcing and
product fulfillment business, which sells various medical
equipment product offerings.  The Pharmacy segment provides
pharmacy services to grocery pharmacy retailers and offers
DailyMed, a compliance packaging medication system, to at-home
patients and senior living communities.  It offers various
services and products, such as dispensing of pills and other
medications, multi-dose strip medication packages, respiratory
supplies and medications, diabetic care management, drug
interaction monitoring, and special assisted living medication
packaging.  The Clinics segment focuses on establishing non-
emergency medical care facilities in retail location host sites.


ASARCO LLC: Sells Salt Lake Property to Olene Walker for $2.27MM
----------------------------------------------------------------
In an auction held on June 29, 2007, Olene S. Walker Housing Loan
Fund offered to buy ASARCO LLC's 6.9 acres of real property
located in Salt Lake City, Utah, for $2,276,000.

Upon consideration, ASARCO determined that Olene S. Walker is the
best and highest bidder.

Accordingly, the Court authorizes ASARCO to sell the Salt Lake
Property to Olene S. Walker pursuant to a purchase agreement.
Olene S. Walker has paid $76,000 as good faith deposit.  At the
closing of the Sale, Olene S. Walker will transfer the remaining
amount to ASARCO.

The real property records of Salt Lake City reflect a valid lien
in favor of Donald Branin and certain parties for the benefit of
the Branin Class in the litigation titled Donald Branin, et al.,
vs. Asarco Inc., pending in the U.S. District Court for the
Western District of Washington.  ASARCO LLC will pay $373,784,
plus $60 per diem from June 29, 2007 until fully paid, in full
and final satisfaction of the Branin Class' lien.

                         About ASARCO LLC

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

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

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

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).  (ASARCO Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Wants Exclusive Plan-Filing Period Extended to Dec. 10
------------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to further extend the exclusive
period for them to file a plan of reorganization until
Dec. 10, 2007, and extend the exclusive period for them to solicit
acceptances of that plan until Feb. 11, 2008.

James R. Prince, Esq., at Baker Botts, L.L.P., in Dallas, Texas,
relates that in an April 2007 hearing, the Debtors presented to
the Court and to several parties-in-interest a plan of
reorganization exit process timeline for identifying a plan
sponsor and plan structure that maximizes the value of the assets
of the estates.

The Exit Process Timeline describes the process and tentative
timetable developed by the Debtors' financial advisors, Lehman
Brothers, Inc., to identify parties interested in co-sponsoring a
Debtor-proposed plan of reorganization and to provide them access
to the Debtors' information for assessing plan alternatives.

The Exit Process Timeline was shared with key constituents
including the Official Committee of Unsecured Creditors for the
Asbestos Subsidiary Debtors, the Future Claims Representative,
the United Steelworkers, the Department of Justice and counsel
for the majority bondholders.

Mr. Prince tells the Court that the Debtors are on time or ahead
of the original timeline proposed in April.  The Debtors
distributed a Background Information document to Potential Plan
Sponsors on April 27, 2007.  Since that date, the Debtors have
completed their five-year business plan and distributed proposed
confidentiality agreements to Potential Plan Sponsors, Mr. Prince
adds.  The Debtors have also executed confidentiality agreements
with various Potential Plan Sponsors.

The Debtors and their financial advisors spent April and May and
early June 2007 populating the virtual data room that will be
utilized for due diligence.

Due diligence has commenced, Mr. Prince informs tells Schmidt and
the Debtors soon hope to be able to engage in informal
discussions with Potential Plan Sponsors to assess credentials
and objectives of those Potential Plan Sponsors.

Mr. Prince also relates that the Debtors' deadline to file
Chapter 5 causes of action under the Bankruptcy Code is on
August 9, 2007.  Mr. Prince says that the Debtors, with the
support of outside counsel and in coordination with the Official
Committee of Unsecured Creditors for ASARCO LLC, is currently
analyzing potential Chapter 5 causes of action to determine
whether or not reasonable grounds exist to pursue them.

In February 2007, ASARCO filed an action against Americas Mining
Corporation to avoid the fraudulent conveyance of ASARCO's 54.2%
ownership interest in Southern Peru Copper Corporation and seek
the return of its SPCC ownership.  SPCC's current market
capitalization is more than $20,000,000,000, according to Mr.
Prince.

ASARCO also commenced an action against Montana Resources, Inc.,
to avoid the fraudulent transfer of ASARCO's 49.9% interest in a
Montana-based, mining-operations partnership to its partner MRI.

In addition, the Debtors filed an avoidance action against
Mineral Park Inc. to retain one of their copper mills that was
being dismantled by a prepetition purchaser.

Mr. Prince asserts that the Debtors require additional time to
complete the Exit Process Timeline, conclude the estimation of
their contingent liabilities, and propose a reorganization plan.

Mr. Prince assures the Court that the Debtors are not seeking an
extension of their Exclusive Periods as a tool to pressure
creditors to accept their reorganization plan or otherwise abide
by their agenda.

                         About ASARCO LLC

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

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

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

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).  (ASARCO Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASSOCIATED ESTATES: S&P Lifts Corporate Credit Rating to B+ from B
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Associated Estates Realty Corp. to 'B+' from 'B'.  At
the same time, S&P raised the preferred stock rating to 'CCC+'
from 'CCC'.  Additionally, S&P revised the outlook to stable from
positive.  Roughly $58 million in rated preferred stock was
affected.

"The upgrades reflect stable debt protection measures supported by
cash flow from a portfolio with improved geographic diversity and
asset quality," explained Standard & Poor's credit analyst Tom
Taillon.  "In addition, the company has achieved a stronger,
albeit still highly leveraged, financial profile with enhanced
liquidity through a new and larger unsecured credit facility.
However, the ratings also reflect a concentration in slower-growth
multifamily markets and an aggressive financial profile."

Standard & Poor's expects the better-positioned core portfolio of
multifamily assets to provide a more stable cash flow stream over
the near term.  Continued strengthening of the portfolio through
asset recycling, along with an improved financial profile would
result in further positive momentum in the outlook and/or ratings.
The ratings could come under pressure if the company experiences a
sharp and unexpected decline in operating performance in one of
its concentrated markets.


BALLY TOTAL: Secures $292 Mil. DIP Financing from Morgan Stanley
----------------------------------------------------------------
Bally Total Fitness Holding Corporation has entered into a
commitment letter with Morgan Stanley Senior Funding Inc., as sole
lead arranger and sole bookrunner for $292 million of super-
priority secured debtor-in-possession and senior secured exit
credit facilities.

Both facilities provide for a $50 million revolving credit
facility and a $242 million term loan.  The DIP facility will
refinance the existing senior secured credit facility and provide
working capital during the pendency of the contemplated Chapter 11
case.

Upon consummation of a prepackaged plan of reorganization and
satisfaction of certain other conditions, the DIP facility will
convert into a senior secured exit facility, including a revolving
credit facility with a maturity of no more than five years and a
term loan with a maturity of no more than 6 years.  The commitment
letter is subject to customary closing conditions for a DIP
financing.

As previously reported in the Troubled Company Reporter, has
commenced the formal process of soliciting approvals for a
prepackaged chapter 11 Plan of Reorganization from holders of the
company's 10-1/2% Senior Notes due 2011 and Senior Subordinated
Notes.  If the company receives the requisite noteholder
approvals, it will proceed to implement the Plan by promptly
filing a voluntary prepackaged petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code, as described in the
solicitation materials.

The company says that the voting agent must receive votes on the
Plan no later than 4:00 p.m. ET on July 27, 2007, unless this
deadline is extended.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT)(OTC BB: BFTH) -- http://www.ballyfitness.com/-- is a
commercial operator of fitness centers in the U.S., with over 375
facilities located in 26 states, Mexico, Canada, Korea, China and
the Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands.  Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.


BAUSCH & LOMB: Sues Alcon for False & Misleading Advertising
------------------------------------------------------------
Bausch & Lomb filed a civil suit with United States District Court
for the Western District of New York against Alcon Laboratories,
Inc., seeking to stop a broad-based advertising campaign of false
and misleading claims about ReNu MultiPlus(R) multi-purpose
contact lens solution and other contact lens care solutions.  The
suit also seeks damages for the loss of sales based on Alcon's
deceitful claims, as well as corrective advertising.

ReNu MultiPlus is a trademark of Bausch & Lomb.

At the center of the complaint is Alcon's widespread use of a
red/yellow/green color-coding chart to report the results of
corneal staining tests run with various brands of contact lenses
and multi-purpose solutions.  With this chart, Alcon communicates
that green solution-lens combinations are safe, yellow
combinations warrant caution, and red combinations are unsafe and
should be avoided.

Contrary to Alcon's repeated messages to doctors and consumers
concerning the yellow- and red-designated combinations, scientific
studies and clinical evidence to date have classified such
staining as superficial punctate, which is considered to be
clinically insignificant.

The chart, which is used widely in Alcon advertising and
promotional activities, was created by Dr. Gary Andrasko, an
optometrist in private practice in Columbus, Ohio, whose research
has been supported by a grant from Alcon Research Ltd.

"The color-coding of corneal staining levels is wholly arbitrary
and without clinical relevance," said Robert Moore, vice president
and general manager of Bausch & Lomb's U.S. vision care and OTC
eye care business.  "It intentionally exaggerates clinically-
insignificant differences.  Alcon is extensively reporting
conclusions not supported by the research, thus intentionally
misleading, confusing and deceiving the eye care community and
consumers.

"Alcon's progressive encroachment and disingenuous actions are not
only damaging the Bausch & Lomb brand, but also causing harm to
the broader eye care marketplace.  The medical industry has always
demanded clinically-relevant data, not promotional claims posing
as science, and Alcon must be held to that same standard."

Corneal staining describes the diagnostic process by which a
medical practitioner applies a sodium fluorescein dye to the
surface of a patient's eye to evaluate the ocular surface in
contact lens wearers and non-wearers alike.  A proper evaluation
measures area, type and depth; by contrast, Alcon uses a
simplistic one-dimensional approach that considers only a
subjective estimate of area, while ignoring the critical
attributes of type and depth.

Almost 8 of 10 normal, non-contact lens wearing patients exhibit
low-level corneal staining, and low-level corneal staining is
commonly observed in successful contact lens wearers.  In the vast
majority of cases, such corneal staining is transient in nature
and asymptomatic.  Alcon's own research confirms that the staining
identified in its promotional chart is both transient and
asymptomatic.  However, the chart is being used improperly to
attack the safety of ReNu MultiPlus, a product that has been used
successfully by millions of consumers for the last ten years, and
which is the number one selling formulation in the U.S.

Alcon is majority owned by Nestle S.A. and incorporated in
Hnenberg, Switzerland, with U.S. operations based in Fort Worth,
Tex.

                       About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and Asia
(including operations in India, Australia, China, Hong Kong,
Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and
Thailand).  In Latin America, the company has operations in Brazil
and Mexico.

                        *     *     *

As reported in the Troubled Company Reporter on May 28, 2007, the
Warburg Pincus Deal prompted Standard & Poor's Ratings Services to
lower its ratings on Bausch & Lomb and placed them on CreditWatch
with negative implications.  Among others, S&P lowered the
company's corporate credit rating to 'BB+' from 'BBB'.

According to S&P, even if the transaction is not consummated,
management's willingness to aggressively increase leverage to this
extent is not commensurate with an investment-grade rating.

Additionally, Moody's Investors Service said it will continue its
review of Bausch & Lomb's ratings for possible downgrade,
including the company's Ba1 Corporate Family rating.

Sidney Matti, an analyst at Moody's, stated that, "The review for
possible downgrade will focus primarily on the company's post-
acquisition capital structure and the likelihood that BOL's post-
acquisition credit metrics would fall below the 'Ba' rating
category."

Furthermore, Fitch maintained its Negative Rating Watch on Bausch
& Lomb emphasizing that the transaction would significantly
increase leverage and likely result in a multiple-notch downgrade.

Fitch also warns that the transaction would result in an Issuer
Default Rating of no higher than 'BB-'.


BLOCKBUSTER INC: James W. Keyes Appointed as Chairman and CEO
-------------------------------------------------------------
Blockbuster Inc. disclosed the appointment of James W. Keyes as
the company's new Chairman and Chief Executive Officer effective
today.  Mr. Keyes is the former president and CEO of 7-Eleven Inc.
and a 21-year veteran of the world's largest chain of convenience
stores.  He replaces current Chairman and CEO John F. Antioco, who
will be assisting with an orderly corporate transition.

Under Mr. Keyes' leadership as president and CEO of 7-Eleven from
2000 to 2005, the company experienced record sales and profits and
implemented new retail systems technology that improved product
assortment decisions in every store.  He also ushered in a new era
for 7-Eleven through the introduction of a host of new electronic
services, which helped the convenience-store chain become as well
known for its cutting-edge use of technology as for Slurpees(R).
Additionally, he collaborated with manufacturers across all
merchandise categories to develop new products, enabling the
company to introduce as many as 50 new items each week in advance
of the competition.  When Mr. Keyes retired upon the sale of the
company in 2005, 7-Eleven had produced 36 consecutive quarters of
same-store sales increases and had some 6,000 franchised and
company-owned stores in the U.S. and Canada with 30,000 stores
worldwide.

"Jim is results-oriented, strategic and able to identify
practical, yet highly creative solutions to complicated business
problems," Carl C. Icahn, a member of the Blockbuster Board of
Directors, said.  "Most importantly, he has a strong multi-unit
retailing background and an impressive record of introducing new
customer-focused technologies into a business that have driven
financial results.  With his extensive background in finance,
operations and marketing, and as a former CEO of a Fortune 500
company, he is exactly the right person to become the next leader
of Blockbuster.  The rest of the board and I are extremely pleased
to welcome Jim to the company."

"We also want to express our appreciation to John Antioco for his
years of service to Blockbuster," Mr. Icahn continued.  "Thanks to
John's leadership over the past decade, Blockbuster has
transformed itself numerous times, and I believe the initiative he
most recently helped put in place, namely BLOCKBUSTER Total
AccessT, should help position the company for future growth.  All
of us wish John well in his future endeavors."

"Blockbuster has a world-class brand and is a highly regarded
leader in the home entertainment industry," Mr. Keyes said.  "I
look forward to the opportunity to work with the Blockbuster team
to better serve our customers and to position Blockbuster for
profitable growth and an even stronger future."

Mr. Keyes graduated cum laude and Phi Beta Kappa with a Bachelors
degree from the College of the Holy Cross in Massachusetts and
earned an MBA from Columbia University.  From 1980 to 1985, he
worked for Gulf Oil and in 1985 joined CITGO Petroleum, which was
then a subsidiary of 7-Eleven Inc.  Mr. Keyes served in a variety
of positions with 7-Eleven, including chief financial officer,
executive vice president and chief operating officer, and in 2000
was named president and CEO of 7-Eleven Inc.

Mr. Keyes serves on numerous civic boards, including the national
board of governors of the American Red Cross, the Dallas Center
for Performing Arts, the Cooper Institute and the SMU/Cox School
of Business.  A recipient of the Horatio Alger Award in 2005,
Keyes was also the founder of the Education is Freedom foundation,
which provides college scholarships for hard-working young
students.  Mr. Keyes and his wife of 17 years, Margo Bernadette
Keyes, reside in Dallas.

Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- provides in-home movie
and game entertainment, with more than 9,000 stores throughout the
Americas, Europe, Asia and Australia.  The company also operates
in Taiwan, Thailand, and New Zealand.

                          *     *     *

Blockbuster Inc.'s 9% Senior Subordinated Notes due 2012 holds
Moody's Investors Service's Caa2 rating, Standard & Poor's Ratings
Services' CCC+ rating, and Fitch Ratings' CC rating.


BLOCKBUSTER INC: Plans to Shutter 282 Stores in 2007
----------------------------------------------------
Blockbuster Inc. expects to close 282 domestic stores in 2007, a
plan to optimize its store base, according to an investor
presentation filed with the U.S. Securities and Exchange
Commission.  The company believes that the 2007 closures will have
similar benefits to the 2006 closures.

In 2006, the company closed 290 domestic Blockbuster stores in
close proximity to another Blockbuster store, transferring 25% of
the revenue from closed stores to surrounding stores at a high
margin.

                    Blockbuster Total Access

The company has invested significantly in Blockbuster Total Access
during the first half of 2007 to capture market share in the
overall video rental market and to set the stage for the expected
future profitability of its online rental business.

Results of the program are:

    a) Doubled subscriber growth, reaching 3 million subscribers
       at the end of the quarter;

    b) More store traffic and transactions; and

    c) Continuing improvement of operating metrics.

Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- provides in-home movie
and game entertainment, with more than 9,000 stores throughout the
Americas, Europe, Asia and Australia.  The company also operates
in Taiwan, Thailand, and New Zealand.

                          *     *     *

Blockbuster Inc.'s 9% Senior Subordinated Notes due 2012 holds
Moody's Investors Service's Caa2 rating, Standard & Poor's Ratings
Services' CCC+ rating, and Fitch Ratings' CC rating.


BUCKEYE TECH: Steven Dean Promoted to Senior Vice President & CFO
-----------------------------------------------------------------
Buckeye Technologies Inc. has promoted Steven G. Dean, currently
Vice President and Chief Financial Officer, to Senior Vice
President and Chief Financial Officer effective July 1, 2007.

Mr. Dean was elected Vice President and Controller Feb. 8, 2006,
and was appointed Vice President and Chief Financial Officer
July 1, 2006.  He is a graduate of Millsaps College with a
degree in Business Administration and earned a MBA at
Northwestern University.  He joined Buckeye in 1999 and has held
positions of increasing responsibility in the finance
organization. Prior to joining Buckeye, Steve held various
financial management positions with Thomas & Betts and Hewlett-
Packard.

Headquartered in Memphis, Tennessee, Buckeye Technologies Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- manufactures and
markets specialty fibers and nonwoven materials.  The company
currently operates facilities in the United States, Germany,
Canada, Brazil, and Australia.  Its products are sold worldwide to
makers of consumer and industrial goods.

                        *     *     *

As reported in the Troubled Company Reporter on June 19, 2007,
Moody's upgraded Buckeye Technologies, Inc.'s corporate family
rating to B1 from B2 and maintained a stable outlook.  All other
ratings were upgraded by one notch while the unsecured notes
were affirmed at B2.


BUCKEYE TECH: Committee Okays Steven Dean's Compensation Increase
-----------------------------------------------------------------
Buckeye Technologies Inc.'s compensation committee approved a
salary increase of $45,000 per year for Steven G. Dean effective
July 1, 2007, in connection with the recommendation that Mr. Dean
be promoted to senior vice president and chief financial officer.

Prior to his July 1 promotion, Mr. Dean was the company's vice
president and CFO, and his base salary was $200,000.

                   About Buckeye Technologies

Headquartered in Memphis, Tennessee, Buckeye Technologies Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- manufactures and markets
specialty fibers and nonwoven materials.  The company currently
operates facilities in the United States, Germany, Canada, and
Brazil.  Its products are sold worldwide to makers of consumer and
industrial goods.

                        *     *     *

As reported in the Troubled Company Reporter on June 19, 2007,
Moody's upgraded Buckeye Technologies, Inc.'s corporate family
rating to B1 from B2 and maintained a stable outlook.  All other
ratings were upgraded by one notch while the unsecured notes
were affirmed at B2.


CALPINE CORP: Wants Court to Approve Canadian Debtors Settlement
----------------------------------------------------------------
Calpine Corporation and its debtor-affiliates ask The Honorable
Burton R. Lifland of the United States Bankruptcy Court for the
Southern District of New York to approve their Settlement with
the Canadian Debtors.

On December 20, 2006, nine of Calpine Corporation's Canadian
subsidiaries and affiliates, including Calpine Canada Energy,
Ltd., commenced proceedings under the Companies' Creditors
Arrangement Act in the Court of Queen's Bench of Alberta.

After the 2005 fiscal year, the Canadian Debtors were
deconsolidated from the U.S. Debtors for accounting and financial
reporting purposes.  Most of the Canadian Debtors are investment
vehicles created to raise funds for, and make investments on
behalf of, Calpine Corp. and certain of its foreign subsidiaries.

As of the commencement of the CCAA Proceedings, the Canadian
Debtors' principal assets were intercompany claims against the
U.S. Debtors; cash; and certain subordinated interests in the
Calpine Power Income Fund, an entity holding interests in several
power generation facilities in Canada.

After the commencement of the U.S. Cases and the CCAA
Proceedings, the U.S. and Canadian Debtors realized that a host
of cross-border issues needed to be addressed.

                     Sale of the ULC1 Bonds

In July 2005, Calpine Corp. transferred approximately
$360,000,000 of repurchased bonds issued by Calpine Canada Energy
Finance ULC to Calpine Canada Resources Company, a Canadian
Debtor.  The repurchased ULC1 Bonds represented the Canadian
Debtors' single largest assets.  Thus, the Canadian Debtors
sought to sell and monetize the ULC1 Bonds, but the U.S. Debtors
believe that the transfer of the ULC1 Bonds to CCRC may have been
avoidable under the Bankruptcy Code.

                     The Saltend Proceeds

In 2005, Calpine Corp. sold the Saltend Energy Centre, the net
proceeds of which were held in the bank account of a wholly owned
indirect UK subsidiary of CCRC.  The U.S. Debtors believe that
they may have claims to the Saltend proceeds, based on avoidance
actions stemming from the transfer of the repurchased ULC1 Bonds
but the Canadian Debtors disagreed and desired to "repatriate"
the Saltend proceeds to CCRC to advance the liquidation of the
CCAA estates.

           Claims of the ULC1 Bondholders and Others

In addition to the issuance of the ULC1 Bonds, a "hybrid note
structure" was created that added two contractual layers to
facilitate the payment of interest and principal on the ULC1
Bonds.  The contractual layers included "subscription agreements"
and "share purchase agreements," under which U.S. Debtor Quintana
Canada Holdings, LLC, agreed to purchase shares of Calpine Canada
Energy.  Both the subscription agreements and the share purchase
agreements were allegedly guaranteed by Calpine Corp.

Several claims arising from the subscription agreements and the
share purchase agreements were filed both in the Canadian
Proceedings and the U.S. Cases.

ULC1 filed Claim No. 4513 against Quintana and Claim No. 4515
against Calpine Corp., each asserting $2,560,000,000 based on the
subscription agreements.  ULC1 also filed Claim No. 4514 against
Quintana and Claim No. 4511 against Calpine Corp., each asserting
unliquidated amounts based on the share purchase agreement
guarantee.

                Claims of the ULC2 Bondholders

Calpine Corp. also had raised approximately $553,700,000 through
another Canadian subsidiary, ULC2, by issuing bonds.  Claims were
filed by ULC2 bondholders both in the CCAA Proceedings against
ULC2 and in the U.S. Cases based on Calpine Corp.'s alleged
guarantee obligations.

                   The Greenfield Litigation

Before the Petition Date, Calpine Corp. entered into a joint
venture with a unit of Mitsui Corporation to develop the
Greenfield Energy Centre.  In late 2006, a Canadian Debtor,
Calpine Canada Natural Gas Partnership, filed a fraudulent
conveyance action in the Canadian Court against Calpine
Greenfield Commercial Trust alleging that a 2005 transfer of
Calpine Corp.'s limited partnership interest in the project to
CGCT was avoidable under Canadian law.

            Claims of the Calpine Power Income Fund

In 2002, Calpine Corp. concluded a series of complex transactions
that created the Calpine Power Income Fund, a Canadian entity,
which held interests in four power plants formerly owned by
Calpine Corp.  Calpine Corp. allegedly guaranteed certain
obligations by its Canadian subsidiaries to the Fund.  The Fund
has filed claims in both the CCAA Proceedings and the U.S. Cases
related to the breach of certain agreements based on the
underlying contractual obligation and Calpine Corp.'s guarantees
of those obligations.  The U.S. Debtors believe that the claims
asserted by the Fund are in the hundreds of millions of dollars.
The guarantee claims filed in the U.S. Cases were in unliquidated
amounts.

            Intercompany "Books and Records" Claims

Currently, the Canadian Debtors have filed approximately
$1,100,000,000 of claims against the U.S. Debtors, and the U.S.
Debtors have filed approximately $250,000,000 of claims against
the Canadian Debtors.  The claims of both parties are based on
intercompany amounts shown on both sets of the companies' books
and records.

                        The Settlement

The Canadian and U.S. Debtors realized that without a consensual
resolution, they could be litigating for years and with no end
in sight given the fact that at least two jurisdictions were
involved, David R. Seligman, Esq., at Kirkland & Ellis, LLP, in
New York, relates.

Accordingly, the Canadian and U.S. Debtors engaged in intensive
settlement discussions for over five months, involving their
legal, financial and other advisors.

The parties inform the Court that they are currently finalizing
the Settlement Agreement.

The pertinent terms of the Settlement are:

  (1) All intercompany claims between the U.S. and Canadian
      Debtors will be resolved and the amounts fixed,
      eliminating more than $841,000,000 of unsecured claims
      from the U.S. Debtors' claims register.

  (2) The Greenfield Litigation against the U.S. Debtors will be
      dismissed with prejudice to allow Calpine Corp. and Mitsui
      to proceed with the third party financing, development and
      completion of the Greenfield Energy Centre.

  (3) The response of the ULC1 Bondholders to the Debtors'
      objection to Claim No. 5742 will be withdrawn with
      prejudice.  The ULC1 Bonds held by CCRC will then be sold
      and the proceeds will flow to the Canadian Debtors to be
      distributed to their creditors.

  (4) The Canadian and U.S. Debtors have agreed on a procedure
      by which certain third-party claims filed in the CCAA
      Proceedings and the related guarantee claims filed in the
      U.S. Cases will be resolved.  The U.S. Debtors and their
      official committees will have the right to fully
      participate in any settlement or adjudication of those
      claims.

  (5) More than $10,500,000,000 in claims filed by third parties
      in both the CCAA Proceedings and the U.S. Cases are also
      resolved by the Settlement and will be withdrawn or deemed
      to have no value.

  (6) Approximately $15,000,000 in proceeds from the sale of the
      Calpine subsidiary Thomassen Turbine Systems, B.V., will
      be split evenly among the U.S. and Canadian Debtors.

The Settlement also incorporates a settlement previously
announced in April 2007 between the U.S. Debtors and an ad hoc
group of ULC1 bondholders, Mr. Seligman adds.  Highlights of the
ULC1 Settlement are:

  (1) Approximately $12,000,000,000 of claims filed in the U.S.
      Cases are reduced to approximately $3,500,000,000;

  (2) The distribution under the Debtors' plan of reorganization
      on account of the ULC1 Settlement will be accorded the
      same treatment as the plan treatment of certain Calpine
      senior notes;

  (3) The Debtors are given the flexibility on how the ULC1
      Indenture Trustee's claims are classified in their plan of
      reorganization; and

  (4) The claims filed by HSBC Bank USA, National Association,
      as Indenture Trustee to the ULC1 Bonds, in both the U.S.
      Cases and Canadian Proceedings will be disallowed.

Mr. Seligman asserts that the Settlement will resolve virtually
all major cross-border issues between the U.S. and Canadian
Debtors.  Pursuant to the Settlement, the Debtors will receive a
$75,000,000 first ranking administrative charge against the net
proceeds from the sale of the CCRC ULC1 Senior Notes, Mr.
Seligman notes.

Moreover, under the Settlement, the U.S. Debtors may receive a
distribution in the CCAA Proceedings on account of their equity
interests in certain of the Canadian Debtors, Mr. Seligman points
out.

The U.S. Debtors also ask the Bankruptcy Court to prohibit
current, former, and future ULC1 Bondholders from commencing or
continuing any action or proceeding against HSBC Bank as the ULC1
Indenture Trustee arising out of the ULC1 Indenture Trustee's
support of the Settlement.

The Canadian Debtors also seek approval of the Settlement from
the Court of Queen's Bench of Alberta.

                     About Calpine Corporation

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

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


CARLYLE RESORTS: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Carlyle Resorts, Inc.
        dba Mariners Village
        123 South Seventh Street
        Springfield, IL 62701

Bankruptcy Case No.: 07-71311

Chapter 11 Petition Date: June 28, 2007

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Gregory K. Stern, Esq.
                  Gregory K. Stern, P.C.
                  53 West Jackson Boulevard
                  Chicago, IL 60604
                  Tel: (312) 427-1558

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
City of Carlyle                  Blanket Lien on all      $132,000
City Administrator               Personal Property
850 Franklin Street
Carlyle, IL 62231

American Hotel Register Co.      Trade Credit               $4,547
100 South Milwaukee Avenue
Vernon Hills, IL 60061

The Motorists Insurance Group    Insurance Claim            $1,893
471 East Broad Street
Columbus, OH 43215-3861

Advance Fiberglass               Trade Credit                 $760

Tradeshow Data Center            Trade Credit                 $679

United Debit Supplies            Trade Credit                 $653

Yellow Pages United              Trade Credit                 $592

Rincon Project Group             Trade Credit                 $495

Horizon Data                     Trade Credit                 $449

Yellow Assistance                Trade Credit                 $287

The U.S. Telephone Directory     Trade Credit                 $196

Royal Office Products, Inc.      Trade Credit                 $133

West Host, Inc.                  Trade Credit                  $98

Personnel Concepts               Trade Credit                  $53

Illinois Department              Taxes                     Unknown
of Revenue

Internal Revenue Service         Taxes                     Unknown

Microtel Inns and Suites         License Agreement         Unknown
Franchising, Inc.                Default


CHEVY CHASE: Moody's Rates Class B-5 Certificates at B2
-------------------------------------------------------
Moody's Investors Service assigned ratings ranging from Aaa to B2
to certificates issued by Chevy Chase Funding LLC, Mortgage-Backed
Certificates, Series 2007-2.

The securitization is backed by Chevy Chase Bank, F.S.B.
originated or acquired 100% adjustable-rate mortgage loans with a
negative amortization payment option.  The ratings are based
primarily on the credit quality of the loans, the structure of the
transaction, and on the protection from subordination and primary
mortgage insurance.  The Class A-1AI and Class A-NA also have the
benefit of a financial guaranty policy issued by Ambac Assurance
Corp.  After taking into consideration the benefit from the
mortgage insurance, Moody's expects collateral losses to range
from 1.25% to 1.45%.

Chevy Chase Bank, F.S.B. will service the loans.

The complete rating actions are :

Chevy Chase Funding LLC

Mortgage-Backed Certificates, Series 2007-2

-- Cl. A-1, Assigned Aaa
-- Cl. A-1I, Assigned Aaa
-- Cl. A-2, Assigned Aaa
-- Cl. A-2I, Assigned Aaa
-- Cl. A-NA, Assigned Aaa
-- Cl. IO, Assigned Aaa
-- Cl. NIO, Assigned Aaa
-- Cl. B-1, Assigned Aaa
-- Cl. B-1I, Assigned Aaa
-- Cl. B-1NA, Assigned Aaa
-- Cl. B-2, Assigned Aa2
-- Cl. B-2I, Assigned Aa2
-- Cl. B-2NA, Assigned Aa2
-- Cl. B-3, Assigned A1
-- Cl. B-3I, Assigned A1
-- Cl. B-3NA, Assigned A1
-- Cl. B-4, Assigned Baa3
-- Cl. B-5, Assigned B2


CHRYSLER AUTOMOTIVE: Moody's Puts Corporate Family Rating at B3
---------------------------------------------------------------
Moody's Investors Service assigned a first-time B3 Corporate
Family Rating to Chrysler Automotive LLC, a B1 (LGD3, 33%) rating
to the company's $10 billion senior secured, first-lien term loan,
and a Caa1 (LGD4, 66%) rating to its $2 billion senior secured,
second-lien term loan.  The company's Probability of Default is B3
and the outlook is stable.

Moody's also assigned a B1 CFR to DaimlerChrysler Financial
Services Americas LLC, a B1 rating to its $4 billion first-lien
term loan and revolving credit facility, and a B2 rating to its $2
billion second-lien term loan.  The outlook is stable.

Chrysler's B3 CFR reflects the company's vulnerability to the
broad challenges confronting the entire domestic OEM sector.

"Chrysler faces essentially the same competitive and cost
challenges as Ford and GM," said Moody's auto analyst Bruce Clark,
senior vice president.  "Over the near-term the industry need's to
achieve a UAW contract that meaningfully reduces health care costs
and loosens work rules.  Such an agreement would likely have a
sizable up-front cost.

"We think that the capital structure that's being established at
Chrysler should put it in a reasonably good position, relative to
the other domestic OEMs, to cover the up-front costs of an OPEB or
health care agreement," Mr. Clark said.

Aside from high health care costs and restrictive union work
rules, Chrysler also must cope with declining market share, the
shift in consumer preference away from large trucks and SUVs, and
the need to establish better net pricing and profitability in car
and crossover vehicle segments.  In addition, based on comparisons
with other domestic OEMs and the application of the rating factors
in Moody's Global Automotive Methodology, the rating agency
expects that Chrysler's operating performance, return measures,
cash generation and other key credit metrics will be broadly
consistent with a B3 rating.

The automotive company's stable outlook reflects Moody's view
that, on a relative basis, Chrysler's total adjusted debt and
under-funded OPEB obligation is less burdensome than that of other
domestic OEMs, and that the company's cash position is stronger.
Consequently, the rating agency believes that Chrysler has better
capacity to contend with a slowdown in the North American
automotive market or a UAW agreement that allows for some form of
buy-down of OPEB and related health care obligations.

Upon its reestablishment as an independent auto maker under
Cerberus control, Chrysler will benefit from an enhanced capital
structure and strong liquidity.  All of Chrysler's existing debt
due to its former owner, DaimlerChrysler AG, will be cancelled.
Going forward, the vast majority the company's debt will consist
of the $12 billion in new term loans, the proceeds from which will
be used to fund a sizable cash position.  Moody's expects that
this liquidity position will be needed to support Chrysler's
restructuring initiatives, cover operating losses, and provide the
means to buy-down or otherwise lower healthcare expenses and OPEB
liabilities in connection with the UAW contract negotiations later
this year. Chrysler will also benefit from ongoing technology
relationships with DCX as well as a relatively young product
offering.  While these may represent competitive strengths,
Moody's notes that the company will also face challenges in terms
of its smaller scale than many peers as well as an expectation
that its negative free cash flow will be sustained for the near
term.

Chrysler Automotive LLC, is headquartered in Auburn Hills,
Michigan.


CHRYSLER LLC: S&P Assigns Corporate Credit Rating at B
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating on Chrysler LLC.

At the same time, Standard & Poor's assigned its 'B' long-term
counterparty credit rating to Chrysler affiliate DaimlerChrysler
Financial Services Americas LLC.  The outlooks on both companies
are negative.  The linkage of the ratings on the two companies
reflects our consideration of DCFS as a captive finance company
and is driven primarily by the strong business ties between the
two entities.

Standard & Poor's also assigned the following bank loan and
recovery ratings:

  -- A 'B+' issue rating, one notch higher than the Chrysler
     corporate credit rating, and a '2' recovery rating to
     Chrysler's proposed $10 billion, first-lien term loan due
     2014;

  -- A 'B-' issue rating, one notch below the Chrysler corporate
     credit rating, and a '5' recovery rating to Chrysler's
     proposed $2 billion, second lien-term loan due 2014;

  -- A 'BB-' rating, two notches higher than the DCFS counterparty
     credit rating, and a '1' recovery rating to DCFS's proposed
     $2 billon revolving credit facility and $4 billion first-lien
     term loan; and

  -- A 'CCC+' rating, two notches below the DCFS counterparty
     credit rating, and a '6' recovery rating to DCFS's proposed
     $2 billion second-lien term loan.

Chrysler Holding LLC and Chrysler LLC are new legal entities being
formed in connection with the acquisition of a controlling
interest in the Chrysler automotive and financial businesses from
parent DaimlerChrysler AG (DCX; BBB/Watch Pos/A-2) by an affiliate
of Cerberus Capital Management L.P.  Upon consummation of the
transaction, Cerberus will own approximately 80.1% of the equity
interests in unrated Chrysler Holding, the indirect parent of
Chrysler and direct parent of DCFS, with DCX retaining a 19.9%
stake in Chrysler Holding.  The sale is not expected to close
until late July, and terms and conditions are subject to change.
Accordingly, S&P ratings are preliminary and are subject to
consummation of the transaction and receipt and review of final
documentation.

Following the close of the purchase, Auburn Hills, Michigan-based
Chrysler will be a privately held company and is not expected to
report financial results.  The company is the fourth-largest
automaker in North America, based on unit sales.

The ratings on Chrysler reflect the wide-ranging challenges the
company faces in North America, where the vast majority of its
automotive operations are located.  "The company relies more
heavily on North American sales of light trucks than either of its
other Michigan-based competitors," said Standard & Poor's credit
analyst Robert Schulz.  "While it benefits from having a strong
presence in the more stable minivan segment and ownership of the
iconic Jeep brand, the company is in the early stages of trying to
turn around its North American operations," he continued.
Although the company has been profitable in recent years, Chrysler
has reported steep losses for the past three quarters, and S&P
expect the company to remain unprofitable until into 2009.  S&P
are concerned about Chrysler's negative cash flow generation
during 2007 and into 2008 as it works to turn around its financial
performance, despite its more than adequate liquidity relative to
near-term demands.

Chrysler's management and strategies, aimed at returning to
profitability by 2009, are not expected to change significantly
under the new ownership, at least for the near term; rather, S&P
expect Chrysler to continue executing the turnaround plan
announced in February 2007.  The plan calls for a return on sales
of 2.5% in 2009.  A crucial aspect of the plan is cost reductions.
Chrysler has benefited from past restructurings and seemingly has
less to accomplish this time.  Based on past results, S&P believe
Chrysler will be successful, at least in part, in reducing its
cost structure.  Still, although cost reductions may prove
significant, they will take considerable time to fully materialize
and even longer to translate into cash flow benefits.

The outlooks on Chrysler and DCFS are negative. S&P's primary
concern is Chrysler's need to return its North American automotive
operations--the vast majority of the company's business--to
profitability.  The ratings could be lowered if setbacks, whether
industry-related or Chrysler-specific, were to increase the
company's use of cash, delay cash savings from the latest cost-
cutting and restructuring efforts, or constrict liquidity.
Chrysler would need to reverse its current financial and
operational trends, and sustain such a reversal, before S&P would
revise their outlooks to stable.


CHRYSLER LLC: Fitch Rates $12 Billion Loans at BB+
--------------------------------------------------
Fitch has initiated rating coverage on Chrysler LLC by assigning
these ratings:

    -- Long-term Issuer Default Rating 'B+';
    -- $10 billion first-lien loan 'BB+/RR1';
    -- $2 billion second-lien loan 'BB+/RR1'.

The $12 billion in senior secured financing will be raised
following the pending acquisition of 80.1% of Chrysler's parent,
Chrysler Holding LLC, by affiliates of Cerberus Capital
Management, L.P.  The 'RR1' Recovery Rating is based on Fitch's
expectation of full recovery in the event of bankruptcy.  The
Rating Outlook is Stable.

The rating reflects the severe competitive environment in the U.S.
auto market, recent operating losses that are expected to continue
through at least 2008, uncertainties regarding the extent of
restructuring efforts and the pending UAW contract talks, and a
deeply stressed supplier base.  The Stable Outlook is based on
Chrysler's market share performance since 2000, which has held up
fairly well given the stiff competition and capacity expansion of
transplant manufacturers as well as shifting buying patterns.  The
current product lineup across a number of segments, along with
near-term new product introductions and a growing export market,
should provide sufficient revenue support that will allow cost
reductions to improve operating margins over the near term.

Chrysler has made healthy improvements in its North American
manufacturing operations since its merger with DaimlerChrysler AG.
Steady improvement in such key areas as capacity utilization,
production efficiency and flexible manufacturing, when combined
with the company's market share performance, have limited
operating losses despite an uncompetitive cost structure.  As a
result, Chrysler's restructuring efforts are far less dramatic
than at Ford and GM, with only a single assembly plant currently
scheduled for closure.

However, over-production by Chrysler in 2006, particularly in
larger vehicle segments, created bloated inventories and
problematic dealer relationships.  Subsequent inventory reductions
through the first quarter of 2007 have returned inventories to
acceptable levels with an improved mix across product segments.
Nevertheless, the inventory reductions were done at a heavy cost,
resulting in higher incentives, higher fleet sales, operating
losses, lower residual values and damage to brand image.

Consolidated operating results also disproportionately suffered
from volume and price deterioration in the key pickup segment due
to a cyclical decline in the housing market, heavy incentives, and
tough competition from new GM and Toyota products.  By the time
the Dodge Ram is refreshed, the current version may be the most
dated product in the market, although two pending derivatives
could enhance its presence in the segment over the near term. Over
the longer term, the U.S. manufacturers appear well-positioned to
hold or improve their competitive position in this market, and
should benefit from any eventual upturn in construction activity.
Although Chrysler remains heavily exposed to larger vehicle
segments, the company has been proportionately less exposed to the
steep decline in mid-size and large SUV's than Ford and GM.

In the second half of 2007, key product introductions include the
Dodge and Chrysler minivans, and the Jeep Liberty.  Chrysler
enjoys a solid market position in minivans, and could be poised to
capture additional share as Ford and GM contract in this segment.
Also supporting volumes and revenues in 2007 and into 2008 are the
Jeep Wrangler, Dodge Charger and Dodge Caliber.  Balanced strength
across a range of new and existing products, including smaller
vehicles, should allow production efficiencies achieved over the
past several years to positively impact margins, despite
continuing price erosion across the industry.  However, large SUV
products such as the Chrysler Aspen and Jeep Commander were
introduced just as this segment was in steep decline.

A primary support factor for the rating is the continuing
relationship between Chrysler and Daimler.  In addition to a 19.9%
stake that Daimler will retain in Chrysler Holding LLC, various
agreements will be put in place that will cement the operating and
product development ties between the two companies.  Areas of
cooperation include axles, a common SUV platform, V-6 engine
development and more.  In particular, a technology sharing
agreement provides Chrysler with rights to technologies that are
currently in, or designated for Chrysler products.  These
agreements allow Chrysler to greatly leverage its R&D efforts and
capitalize on Daimler's technologies.  Chrysler's access to
Daimler diesel technology could provide Chrysler with a
competitive advantage over the long term as the U.S. market opens
to diesel applications.

Chrysler is also seeking to wring major cost reductions and
efficiencies out of its production process, through parts
commonality, platform-sharing, reductions in engine families, re-
sourcing to low-cost countries, both alone and in partnership with
Daimler.  Although the synergies with Daimler have not met the
levels or timeline first envisioned, efficiencies and cost savings
will continue to accrue over the intermediate term.

Hourly buyout programs, salaried employee reductions and an
expected UAW health care deal provide confidence that near-term
fixed cost savings are achievable.  Although Chrysler has
announced $3 billion of capital spending related to powertrain
products, capital spending will be reduced from heavy investment
spending over the past several years.

Although liquidity is very healthy, and more than sufficient to
offset near-term operating losses and restructuring costs,
Chrysler remains capital constrained and lacks the scale of
competitors, particularly in terms of long-term product
development.  The agreement with Daimler represents a critical
offset to this competitive disadvantage, but does not eliminate
it.  Legislative and regulatory issues, including higher CAFE
requirements and emission standards, present long-term
uncertainties and are likely to further increase the capital
intensity of the industry.

The significant revenue and margin pressures at Ford and GM will
require significant changes to the UAW contract terms in order to
reverse negative cash flows.  Chrysler's fixed cost position are
expected to benefit from changes in a number of areas including,
outsourcing, use of non-union labor, work rules, job
classifications, etc., through both the national contract and
through continuing local agreements.  Significant uncertainties
remain around the results of the upcoming contract talks, and the
risks of a labor disruption remain.

Given its liquidity, operating profile and the size of its
healthcare liabilities, Chrysler is uniquely positioned among the
Detroit-3 in its capacity to finance a final solution to its
health care liabilities.  Chrysler is likely to be aggressive in
pursuing such a transaction, but it is uncertain that a one-size-
fits-all agreement can be reached between the UAW and
Ford/GM/Chrysler within the timeline of the current talks.

Chrysler's U.S. pension obligations are fully funded, and are
likely to improve further following 2007 YTD returns and an
eventual re-measurement of liabilities that incorporate recent
buyouts.  Legacy health care liabilities remain an onerous burden
on cash flow, but are likely to be reduced through an expected
agreement with the UAW and through the hourly buyout program.  A
healthy percentage of workers accepting buyout packages are taking
offers that exclude future health care and pension benefits.

The 'RR1' rating is based primarily on a stress analysis of
recoveries valuing Chrysler on a going-concern basis.  Fitch also
analyzed recoveries against physical assets and in terms of the
market price implied in the current transaction.  Fitch's
methodology incorporated changes to assumptions on Chrysler's
cost-structure, margins and other liabilities that would impact
going-concern valuations under a bankruptcy scenario.  Recovery
values do not benefit from any values associated with Chrysler
Financial, given the separate ownership structures.


CPI INTERNATIONAL: Commences Cash Offer for $58 Mil. Senior Notes
-----------------------------------------------------------------
CPI International Inc., the parent company of Communications &
Power Industries Inc., commenced a cash tender offer for up to
$58 million in aggregate principal amount of its floating rate
senior notes due 2015.

The tender offer is being made upon the terms and conditions in
the offer to purchase dated July 2, 2007, and the related letter
of transmittal.

CPI International intends to take advantage of market conditions
and interest rates to refinance the notes, a step that would allow
CPI to reduce its overall interest cost.

Concurrently with the commencement of the tender offer,
Communications & Power Industries, also is seeking to enter into
amended or new senior credit facilities pursuant to which, among
other things, it would have the ability to borrow additional
funds.  The initial borrowing under the new senior credit facility
would be used to refinance Communications & Power Industries's
existing senior credit facility and pay the tender offer
consideration.

Under the terms of the offer, CPI is offering to purchase a
portion of the outstanding notes for a consideration of $1,030 per
$1,000 principal amount of notes.  Holders who tender on or prior
to 5 p.m. (EDT), on July 16, 2007, the early tender date, will
receive a total consideration of $1,032.50 per $1,000 principal
amount of notes tendered, which includes an early tender premium
of $2.50 per $1,000 principal amount of notes tendered.

Holders who tender after the early tender date will receive only
the purchase price, but not the early tender premium.  In each
case, holders that validly tender their notes will receive accrued
and unpaid interest from the last interest payment date to, but
not including, the settlement date of the offer. The tender offer
will expire at 12 midnight (EDT) on July 30, 2007, unless extended
or earlier terminated.

If the aggregate principal amount of notes validly tendered
exceeds $58 million, CPI will accept notes for purchase on a pro
rata basis based on the principal amount of notes tendered.  In
the application of the proration calculation for the tender offer,
CPI will round the principal amount of notes to be accepted for
payment from each Holder down to the nearest $1,000.  CPI will
return to note holders any notes not accepted for purchase due to
proration.

The tender offer is contingent upon the satisfaction of certain
conditions, including Communications & Power Industries entering
into amended or new senior credit facilities providing for a term
loan of $100 million, a revolving facility of $60 million and
borrowing initial gross proceeds of at least $100 million under
these new senior credit facilities on or prior to the settlement
date.

If any of the conditions are not satisfied or waived by CPI, CPI
is not obligated to accept for payment, purchase or pay for, and
may delay the acceptance for payment of, any tendered Notes, and
may even terminate the tender offer.

Full details of the terms and conditions of the tender offer are
included in the offer to purchase.  Requests for documents may be
directed to:

          Global Bondholder Services Corporation
          Information Agent and Depository
          Phone: (866) 807-2200 or (212) 430-3774

Questions regarding the Offer may be directed to:

          UBS Securities LLC
          Dealer Manager
          c/o UBS Investment Bank
          Phone: (888) 722-9555, Ext. 4210

                     About CPI International

CPI International Inc. (Nasdaq: CPII) -- http://www.cpii.com/--
headquartered in Palo Alto, California, is the parent company of
Communications & Power Industries Inc., provides microwave, radio
frequency, power and control solutions for critical defense,
communications, medical, scientific and other applications.  Its
wholly-owned subsidiary, Communications & Power Industries, Inc.
develops, manufactures and distributes products used to generate,
amplify and transmit high-power/high-frequency microwave and radio
frequency signals and/or provide power and control for various
applications.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 2, 2007,
Moody's Investors Service affirmed all of the ratings for CPI
International Inc. and its principal operating subsidiary,
Communications and Power Industries Inc., which affect about
$335 million of rated debt.  The outlook remains positive.

The ratings that Moody's affirmed were CPI International's
$80 million floating rate notes due 2015, at Caa1 (LGD5, 89%);
corporate family rating, at B2; and probability-of-default rating,
at B2.


CWABS ASSET: Moody's Rates Class B Certificates at (P)Ba1
---------------------------------------------------------
Moody's Investors Service assigned provisional ratings to
certificates issued by CWABS Asset-Backed Certificates Trust 2007-
BC3.

The complete provisional rating actions are :

CWABS Asset-Backed Certificates Trust 2007-BC3

Asset-Backed Certificates, Series 2007-BC3

-- Cl. 1-A, Assigned (P)Aaa
-- Cl. A-R, Assigned (P)Aaa
-- Cl. 2-A-1, Assigned (P)Aaa
-- Cl. 2-A-2, Assigned (P)Aaa
-- Cl. 2-A-3, Assigned (P)Aaa
-- Cl. 2-A-4, Assigned (P)Aaa
-- Cl. M-1, Assigned (P)Aa1
-- Cl. M-2, Assigned (P)Aa2
-- Cl. M-3, Assigned (P)Aa3
-- Cl. M-4, Assigned (P)A1
-- Cl. M-5, Assigned (P)A2
-- Cl. M-6, Assigned (P)A3
-- Cl. M-7, Assigned (P)Baa1
-- Cl. M-8, Assigned (P)Baa2
-- Cl. M-9, Assigned (P)Baa3
-- Cl. B, Assigned (P)Ba1

Investors should be aware that the certificates have not yet been
issued.  Upon issuance of the certificates and upon conclusive
review of all documents and information about the transaction, as
well as any subsequent changes in information, Moody's will
endeavor to assign definitive ratings, which may differ from the
provisional ratings.


DAIMLERCHRYSLER FINANCIAL: Fitch Rates on $2 Billion Loan at BB
---------------------------------------------------------------
Fitch has initiated rating coverage on Daimler Chrysler Financial
Services Americas LLC by assigning these ratings:

    -- Long-term Issuer Default Rating 'BB-';
    -- Short-term Issuer Default Rating 'B';
    -- $4 billion first lien term loan 'BBB-';
    -- $2 billion second lien term loan 'BB'.

The Rating Outlook for CFS is Stable.

The assignment of CFS' IDR rating follows the expected acquisition
of 80.1% of Chrysler Holding LLC, the parent of CFS by CG
Acquisition Co, an affiliate of Cerberus Capital Management L.P.
As part of the transaction, all intercompany debt from Daimler
Chrysler AG to CFS will be repaid.

The IDR rating of CFS reflects a one-notch lift over that of
Chrysler LLC.  This reflects the structural protections put in
place to insulate CFS creditors from potential issues at Chrysler.
CFS and Chrysler will operate as separate legal entities, with not
cross-collateralization or guarantees with respect to each
entity's financing.  Relations and transactions between the two
companies are governed under a master services agreement and each
company will have a separate board of directors.  While CFS
primarily finances Chrysler dealers and their customers, Fitch
believes the structural protections are adequate at the current
ratings level, to recognize a ratings distinction in the IDR
ratings between CFS and Chrysler.  Nonetheless, Fitch will link
the ratings of CFS to Chrysler, given that Fitch believes CFS
performance is highly correlated with that of Chrysler.  As such a
change in ratings of Chrysler would result in a similar change to
CFS.

Aside from the strong relationship with Chrysler and relevant
structural elements, Fitch regards CFS as a well managed captive
finance company.  CFS has demonstrated consistent credit quality
in its retail, lease, and wholesale automotive portfolios over an
extended period.  In addition, CFS is currently operating with
very sound capital levels for the assigned ratings.  Fitch also
feels liquidity adequately supports the company's ongoing business
needs.  Fitch's concerns center on Chrysler's ability to navigate
through a difficult operating environment in North America,
industry trend towards 72-month loans, which increases loss
severity, and the highly encumbered nature of CFS' balance sheet,
which may limit financial flexibility.

The ratings of the term loans are notched above the IDR reflecting
their well secured nature by generally highly liquid automotive
finance related assets.


DAIMLERCHRYSLER FINANCIAL: Moody's Rates $2 Billion Loan at B2
--------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
DaimlerChrysler Financial Services Americas LLC, a B1 rating to
its $4 billion first-lien term loan and $2 billion revolving
credit, and a B2 rating to its $2 billion second-lien term loan.
The outlook is stable.

Moody's also assigned a B3 CFR to Chrysler Automotive LLC, a B1
(LGD3, 33%) rating to its $10 billion senior secured, first-lien
term loan, and a Caa1 (LGD4, 66%) rating to its $2 billion senior
secured, second-lien term loan.  The company's Probability of
Default is B3 and the outlook is stable.

Moody's rating of Chrysler Financial is based upon the firm's
solid positioning in the auto financial services sector, including
its beneficial affiliation with Chrysler as Chrysler's exclusive
provider of loans and leases incorporating car buyer incentives.
However, Chrysler Financial's business concentrations with
Chrysler expose it to elevated operating and liquidity risks,
given Chrysler's own operating challenges, which is a constraint
on the firm's stand-alone credit profile.  Also, in connection
with DaimlerChrysler AG's reduction of its interest in Chrysler
Financial's parent company, the finance company must transition
its funding away from inter-company reliance to third-party
sources, which we believe may result in the firm having a less
flexible liquidity profile relative to peers, in the near term.
Moody's expects the funding and operational transitions relating
to the transaction will be ably managed by company management.

The transaction structure incorporates several unique features
designed to strengthen protections for Chrysler Financial
creditors.  However, Moody's believes the common ownership of both
Chrysler and Chrysler Financial results in the potential for
decision compromises at the board and operating levels, in
circumstances where the two companies have competing interests,
which could have negative consequences for creditors.  The
governance and control implications of the common ownership
structure cause Chrysler Financial's rating to be linked to
Chrysler's rating, in Moody's view.  Nevertheless, creditors of
Chrysler Financial are likely to experience superior asset
recovery relative to creditors of Chrysler in a severe stress
scenario, given the liquidity embedded in Chrysler Financial's
generally prime quality auto finance receivables and leases.  This
expected loss differential translates into a two-notch rating
uplift for Chrysler Financial's CFR.

"Chrysler Financial's stand-alone credit profile -- setting aside
the ownership and governance constraint -- is stronger than its
assigned B1 rating," said Moody's analyst Mark Wasden. Chrysler
Financial's stable outlook mirrors the stable outlook of Chrysler,
signifying the linkage of the two firm's fortunes.

DaimlerChrysler Financial Services Americas LLC, is headquartered
in Farmington Hills, Michigan.


DELTA MILLS: GMAC Wants Court to Disapprove Disclosure Statement
----------------------------------------------------------------
GMAC Commercial Finance LLC asks the U.S. Bankruptcy Court for the
District of Delaware to deny approval of Delta Mills, Inc., and
its debtor-affiliates' Disclosure Statement explaining their Joint
Chapter 11 Plan of Liquidation.

GMAC tells the Court that it is filing this objection in its
capacity as agent for the senior secured pre-petition and post-
petition lenders, and as factor to Delta Mills.

GMAC contends that the Plan:

    (a) does not provide for the indefeasible payment if full of
        all obligations owing to GMAC on or before the "Effective
        Date" in direct contravention of the express terms
        contained in the Financing Order and the Credit Agreement;

    (b) contemplates payment to certain unsecured classes of
        creditors prior to the indefeasible payment and
        satisfaction in full of GMAC's secured, super-priority
        administrative expense claims;

    (c) requires GMAC to continue to provide factoring services to
        the Debtors beyond the Effective Date without GMAC's prior
        written consent;

    (d) fails to afford GMAC with a full release of all claims on
        terms and conditions acceptable to GMAC as required under
        the Financing Order and the Credit Agreement; and

    (e) improperly waives and discharges GMAC's rights and claims
        of indemnification against the Debtors arising after the
        termination of the financing and factoring arrangements
        among GMAC and the Debtors.

                       Overview of the Plan

The Plan contemplates winding up the Debtors' operations and the
orderly liquidation of their assets.  The Plan further provides
for the pooling of the net proceeds of the recovery, disposition,
and collection of the assets.

                        Treatment of Claims

Under the Plan, GMAC's claims under the Credit Agreement,
Factoring Agreement, or Final DIP Agreement will be paid in full
and in cash.  The Debtors say that if the Final DIP Agreement
remains executory at the effective date of the Plan, the Debtors
or Merged Debtors and GMAC will continue to perform the
obligations under the Final DIP Agreement.

At the option of the Debtors or Merged Debtors, holder of general
secured claims will receive:

    (a) payment in full of their claims;

    (b) all collateral securing their claims; or

    (c) other treatment agreed by the Debtors and holders of the
        claims.

On the effective date, holders of Priority Claims will either:

    (a) be paid in full and in cash, or
    (b) receive other treatment as agreed to in writing.

At the sole discretion of the Debtors or Merged Debtors, holders
of Reclamation Claims will either:

    (a) have the goods subject to the claim returned;

    (b) receive cash equivalent to the value of the goods subject
        to the claim;

    (c) receive a combination of both the goods and cash; or

    (d) other treatment as agreed to in writing.

Convenience claims will be paid 18% of their claim on the
effective date.

General unsecured creditors will receive a pro rata share of any
amount remaining after all other claims are paid.

Common stock will be cancelled and extinguished and holders will
not receive any distribution under the Plan.

                          About Delta Mills

Delta Mills Inc. manufactures and sells textile products for the
apparel industry.  The company, its parent, Delta Woodside
Industries Inc., and an affiliate, Delta Mills Marketing Inc.,
filed for chapter 11 protection on Oct. 13, 2006 (Bankr. D. Del.
Case No. 06-11144).  Robert J. Dehney, Esq., and Gregory T.
Donilon, Esq., at Morris, Nichols, Arsht & Tunnell, and C. Richard
Rayburn, Jr., Esq., John R. Miller, Jr., Esq., and Shelley K.
Abel, Esq., at Rayburn Cooper & Durham, P.A., represent the
Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts between
$1 million to $100 million.


DEVON ENERGY: Plans New $1 Billion Short-Term Credit Facility
-------------------------------------------------------------
Devon Energy Corporation intends to establish a new $1 billion
short-term credit facility.  The facility will provide the company
with provisional interim liquidity until it receives the proceeds
from divestitures of assets in Africa.  The company intended to
divest its African operations.

The $1 billion, 364-day unsecured revolving senior credit facility
will be arranged through a syndicate of banks led by Banc of
America Securities LLC and J. P. Morgan Securities Inc.  Devon
expects to complete the transaction during the third quarter of
2007.

Devon has no current intentions to draw additional funds under its
existing $2.5 billion credit facility or under the new credit
facility.  However, the new credit facility would enable Devon to
increase borrowings under its existing commercial paper program
from a current maximum of $2 billion to a new maximum of
$3 billion, if the need arises.  Borrowings under the commercial
paper program reduce available capacity under the credit
facilities on a dollar for dollar basis.

The company had approximately $1.6 billion borrowed under the
commercial paper program at June 30, 2007.  Whether commercial
paper borrowings will exceed the current $2 billion maximum are
dependent upon potential borrowing requirements and the timing of
Devon's African divestiture program.  Commercial paper borrowings
exceeding the current $2 billion maximum could result from debt
retirements and share repurchases.

Additionally, Devon's board of directors has approved an ongoing,
annual stock repurchase program.  The purpose of the annual stock
repurchase program is to offset dilution resulting from restricted
stock issued to and options exercised by employees.  The new
repurchase program is in addition to the company's 50 million
share repurchase program that was authorized in August 2005.

                  About Devon Energy Corporation

Headquartered in Oklahoma City, Devon Energy Corporation (NYSE:
DVN) -- http://www.devonenergy.com/-- is an independent energy
company engaged in oil and gas exploration and production.

                           *     *     *

On Feb. 8, 2007, Moody's Investor Services rated Devon Energy's
preferred stock at Ba1.  On the other hand, Fitch rated its
preferred stock at BB+.


DOBSON COMMS: Fitch Puts Rating on Positive Watch on AT&T Offer
---------------------------------------------------------------
Fitch Ratings has placed these ratings of Dobson Communications
Corp. and its subsidiaries on Rating Watch Positive subsequent to
Dobson's announcement that AT&T Inc. will acquire the company for
approximately $2.8 billion in cash.

American Cellular Corporation;

    -- Issuer Default Rating 'B-';
    -- $1.05 billion senior secured credit facility 'B+/RR1';
    -- $186 million senior unsecured notes 'CCC+/RR5';
    -- $16 million senior subordinated notes 'CCC/RR6'.

Dobson Communications Corp.;

    -- Issuer Default Rating 'B-';
    -- $150 million senior floating rate notes 'CCC+/RR5';
    -- $160 million senior convertible debentures 'CCC+/RR5';
    -- $420 million senior notes 'CCC+/RR5';
    -- $136 million convertible preferred stock 'CCC-/RR6'.

Dobson Cellular Systems Inc.;

    -- Issuer Default Rating 'B-';
    -- $75 million senior secured credit facility 'BB-/RR1';
    -- $500 million first priority secured notes 'BB-/RR1';
    -- $325 million second priority secured notes 'BB-/RR1'.

The Rating Watch Positive status reflects Fitch's view that the
acquisition by AT&T will significantly improve Dobson's financial
and business profile.  Including the value of debt assumed in the
transaction, the total value of the acquisition is approximately
$5.1 billion.  Synergies from the transaction have an expected net
present value of approximately $2.5 billion.  The acquisition of
Dobson's rural properties is complementary to AT&T's wireless
network with minimal overlap.  Dobson has provided roaming
services to AT&T and its predecessor companies since 1990, and has
deployed GSM/EDGE-based network.  Dobson serves approximately
1.7 million customers and covers nearly 13 million persons of
population.  The transaction is expected to close by the end of
2007.

At March 31, 2007, $900 million was outstanding under the credit
facility at AmCell.  Fitch expects the credit facility debt will
be repaid/refinanced at closing.  Dobson had no borrowings under
its $75 million credit facility as of the end of the first
quarter.  Over $600 million of the debt at Dobson and its
subsidiaries is callable in 2007 and approximately $1.25 billion
of debt will become redeemable in late 2008.


DOBSON COMMS: AT&T Offer Prompts Moody's to Review Ratings
----------------------------------------------------------
Moody's Investors Service placed the debt of Dobson Communications
Corporation, Dobson Cellular Systems and American Cellular
Corporation on review for possible upgrade, following the news
that AT&T Inc. intends to acquire the company for total
consideration of $5.1 billion, including the assumption of debt.

Moody's also affirmed all existing debt issuances of AT&T.

The review of DCC's, DCS's and ACC's ratings will focus AT&T's
plans with regard to the existing Dobson debt.  Should the debt be
unconditionally and irrevocably guaranteed or legally assumed, the
ratings will be upgraded to that of AT&T.  If AT&T does not
provide either an unconditional and irrevocable guarantee of the
assumed Dobson debt or sufficient financial information for the
rated issuers to allow the agency to form an opinion regarding
their standalone creditworthiness, Dobson's and its subsidiaries'
ratings will be withdrawn.

The affirmation of AT&T's debt rating is based on Moody's belief
that AT&T's credit metrics and business risk profile will not
significantly weaken as a result of this relatively modest
acquisition.  Furthermore, Moody's expects synergies to be quickly
realized due, in part, to the good fit between the two companies'
properties and assets and AT&T's prior experiences of successfully
integrating acquisitions.

Ratings Actions:

Issuer: Dobson Communications Corporation

On Review for Possible Upgrade:

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

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

-- Senior Unsecured Conv./Exch. Bond/Debenture Due 2025, Placed
    on Review for Possible Upgrade, currently Caa1

-- Senior Unsecured Regular Bond/Debenture Due 2012, Placed on
    Review for Possible Upgrade, currently Caa1

-- Senior Unsecured Regular Bond/Debenture Due 2013, Placed on
    Review for Possible Upgrade, currently Caa1

Outlook Actions:

-- Outlook, changed to rating under review from stable

Issuer: Dobson Cellular Systems, Inc

On review for possible upgrade:

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

-- Senior Secured Regular Bond/Debenture Due 2012, Placed on
    Review for Possible Upgrade, currently B1

-- Senior Secured Regular Bond/Debenture Due 2011, Placed on
    Review for Possible Upgrade, currently Ba2

Outlook Actions:

-- Outlook, Changed To Rating Under Review From Stable

Issuer: American Cellular Corporation

On Review for Possible Upgrade:

-- Senior Secured Bank Credit Facility, Placed on Review for
    Possible Upgrade, currently B1

-- Senior Unsecured Regular Bond/Debenture Due 2011, Placed on
    Review for Possible Upgrade, currently B3

Outlook Actions:

-- Outlook, Changed To Rating Under Review From Stable

AT&T, the largest telecommunications company in the USA, is
headquartered in San Antonio, Texas.  Headquartered in Oklahoma
City, Dobson Communications Corporation provides wireless service
in rural and suburban areas of the US.


DOBSON COMMS: AT&T Offer Prompts S&P's Positive CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Oklahoma
City, Oklahoma-based wireless provider Dobson Communications
Corp., including the 'B-' corporate credit rating, and all related
entities on CreditWatch with positive implications.

This action follows the announcement that AT&T Inc. (A/Negative/A-
1) has agreed to purchase Dobson for approximately $5.1 billion,
including net debt.  The acquisition is subject to customary
regulatory approvals, which are expected to be obtained by year-
end 2007.

"Upon completion of the transaction, we expect that any surviving
debt at Dobson and its related entities would be rated at the same
level as AT&T," said Standard & Poor's credit analyst Susan
Madison.

Dobson Communications has about 1.7 million wireless subscribers
in rural and suburban markets in 17 states.  Consolidated Dobson
debt totaled about $2.7 billion at March 31, 2007.


DOLLAR GENERAL: Buck Gives Tentative Pricing for Notes Offer
------------------------------------------------------------
Dollar General Corporation was advised by Buck Acquisition Corp.
that Buck had determined tentative pricing information in
connection with the cash tender offer relating to the $200 million
outstanding aggregate principal amount of 8-5/8% senior notes due
2010 of Dollar General.

The tender offer is being conducted in connection with the
anticipated merger of Buck with Dollar General.

The tender offer is being made pursuant to an offer to purchase
and consent solicitation statement dated June 4, 2007, which more
fully sets forth the terms and conditions of the tender offer.

If the tender offer for the notes expires as currently scheduled,
at 5 p.m., New York City time, on July 5, 2007, the company will
pay total consideration of $1,087.72 for each $1,000 principal
amount of notes.

Buck reserves the right to extend the expiration time of the
tender offer subject to applicable law.  In the event the
expiration time is extended, Buck will publicly announce the
extension no later than 9 a.m., New York City time, on the first
business day following the previously scheduled expiration time.

If the tender offer expires at the currently scheduled expiration
time, Buck expects the settlement date to be July 6, 2007, subject
to satisfying various conditions, including all conditions
precedent to the merger.

The total consideration for the notes includes a consent payment
of $30 per $1,000 principal amount of notes.  All holders who
validly tendered their notes pursuant to the offer to purchase on
or prior to the consent payment deadline of 5 p.m., New York City
time, on June 15, 2007, will receive the total consideration,
which includes the consent payment.

All other holders who tender their notes pursuant to the tender
offer prior to the currently scheduled expiration time will
receive the tender offer consideration of $1,057.72 per $1,000
principal amount of notes tendered.

The purchase price for the notes was determined by reference to a
fixed spread of 50 basis points over the bid side yield of the
3.625% U.S. treasury note due June 15, 2010.

Questions regarding the tender offer and consent solicitation may
be directed to:

          Goldman, Sachs & Co.
          Dealer manager and Solicitation Agent
          Phone: (212) 902-9077 (collect)
                 (800) 828-3182 (toll-free)

Requests for documentation may be directed to:

          D.F. King & Co., Inc.
          Information Agent
          Phone: (212) 269-5550 (for banks and brokers only)
                 1(800) 488-8095 (for all others toll-free)

                   About Buck Acquisition Corp.

Buck Acquisition Corp. is a Tennessee corporation, which is
indirectly controlled by investment funds affiliated with Kohlberg
Kravis Roberts & Co. L.P.

                  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.


EXAERIS INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Exaeris, Inc.
             403 Gordon Drive
             Exton, PA 19341

Bankruptcy Case No.: 07-10887

Type of business: The Debtor is a specializes in pharmaceutical
                  sales and marketing.  See
                  http://www.exaeris.com/

Debtor affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Inyx U.S.A., Ltd.                          07-10888

Chapter 11 Petition Date: July 2, 2007

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Anthony M. Saccullo, Esq.
                  Fox Rothschild, L.L.P.
                  919 North Market Street, Suite 1300
                  P.O. Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 622-4212
                  Fax: (302) 656-8920

                       Estimated Assets      Estimated Debts
                       ----------------      ---------------
Exaeris Inc.           Less than $10,000     $1 Million to
                                             $100 Million

Inyx U.S.A., Ltd.      $1 Million to         $1 Million to
                       $100 Million          $100 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


EXCELCARE INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Excelcare, Inc.
        dba Senior Counseling Group
        2150 Curtis Street
        Denver, CO 80205

Bankruptcy Case No.: 07-16889

Chapter 11 Petition Date: June 28, 2007

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Lee M. Kutner, Esq.
                  Kutner Miller Brinen, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
David Groobman                 Loans                  $2,676,000
1927 Senda Rocca Street
Boulder, CO 80303

Ron and Karen Sackett                                   $407,180
625 Augusta Drive
Louisville, CO 80027

Lois Munson                    Contract                 $239,583
240 South Monaco Parkway
Suite 302D
Denver, CO 80224

Miles & Peters, P.C.           Trade Debt                $37,341

Sackett Properties, LLC        Trade Debt                $12,476

Pershing LLC                   Trade Debt                 $6,302

The Hartford                   Trade Debt                 $4,507

Anthem                                                    $4,000

Office Depot                   Trade Debt                 $1,212

CVI Digital Solutions          Trade Debt                 $1,128

Indianapolis Star              Trade Debt                   $915

Xcel Energy - SCG              Trade Debt                   $734

Indiana Department of Revenue  Tax                          $697

Qwest Communications           Trade Debt                   $604

Verizon                        Trade Debt                   $523

Affinity Network               Trade Debt                   $399

Firestone Tire and             Trade Debt                   $341
Service Center

Any and All Printing           Trade Debt                   $241

Terminix                       Trade Debt                   $189

ADT                            Trade Debt                   $181


FIAT SPA: Unit Eyes Joint Venture with Russia's Avtopribor
----------------------------------------------------------
Magneti Marelli, a unit of Fiat S.p.A., and Avtopribor have signed
a letter of intent for the creation of a joint venture in Russia,
aimed at the design, development, production and marketing of
electronic instrument clusters for motor vehicles.

The agreement calls for the future company's capital to be
participated for 51% by Magneti Marelli and for 49% by Avtopribor.

The closing of the operation is expected to occur after completion
of the due diligence activity, which is expected to take place by
the end of the year.

Avtopribor is a Russian company headquartered in the city of
Vladimir operating in the field of electronic and mechanical
components.  Its leading customers include the Russian automotive
companies Avtovaz, Gaz and Uaz.

"This agreement falls within the scope of our development plans in
strategic markets such as Russia, where all the most important
car-makers have been investing heavily.  The joint venture with
Avtopribor gives us a chance to add to our industrial presence of
Rjazan, leading in the Lighting field, with an entity of
technological and productive excellence as far as instrument
clusters are concerned, in a market capable of offering additional
opportunities in various automotive components sectors," Eugenio
Razelli, Magneti Marelli's CEO disclosed.

Magneti Marelli is an international group leader in the design and
production of high-tech components and systems for motor vehicles.
With its 45 production facilities, 9 R&D centers and 27
application centers in 16 countries, 25,000 employees and total
turnover of EUR4.5 billion in 2006, the group is a supplier to all
the major car-makers in Europe, North and South America and the
Far East.  It is 100% owned by Fiat S.p.A.

                       About Fiat S.p.A.

Headquartered in Turin, Italy, Fiat S.p.A. (NYSE: FIA) --
http://www.fiatgroup.com/-- manufactures and sells automobiles,
commercial vehicles, and agricultural and construction equipment.
It also manufactures, for use by the company's automotive sectors
and for sale to third parties, other automotive-related products
and systems, principally power trains (engines and transmissions),
components, metallurgical products and production systems.  Fiat's
creditors include Banca Intesa, Banca Monte dei Paschi di Siena,
Banca Nazionale del Lavoro, Capitalia, Sanpaolo IMI, and
UniCredito Italiano.

Fiat operates in Argentina, Australia, Austria, Belgium, Brazil,
Bulgaria, China, Czech Republic, Denmark, France, Germany, Greece,
Hungary, India, Ireland, Italy, Japan, Lituania, Netherlands,
Poland, Portugal, Romania, Russia, Singapore, Spain, among others.

                            *   *   *

As of June 19, 2007, Fiat S.p.A. carries Moody's Long-Term
Corporate Family Rating of Ba2 and Probability of Default Rating
at Ba2 with Outlook Positive.

Standard & Poor's give Long-Term Foreign and Local Issuer Credit
Ratings of BB+ for Fiat.  Its Short-term Foreign and Local Issuer
Credit Ratings are at B with Positive Outlook.

Dominion Bond Rating Service gives Fiat a Long-term Issuer Rating
of BB with Positive Outlook.


FORD MOTOR: Commences Conversion Offer for Unit's 6.5% Securities
-----------------------------------------------------------------
Ford Motor Company commenced a conversion offer related to the
outstanding 6.5% cumulative convertible trust preferred securities
of Ford's wholly owned subsidiary trust, Ford Motor Company
Capital Trust II.

The trust preferred securities, which were issued in 2002, have
an aggregate liquidation value of about $5 billion.  Each trust
preferred security has a liquidation value of $50 and is
convertible into 2.8249 shares of Ford common stock at the
holder's option.  The subsidiary trust's sole assets are
$5.2 billion principal amount of 6.5% junior subordinated
convertible debentures due 2032 of Ford Motor Company, which will
be cancelled to the extent trust preferred securities are
converted into Ford common stock.  Through the debentures and
other instruments, Ford has effectively guaranteed the trust
preferred securities.

The conversion offer is scheduled to expire at 5 p.m., eastern
time, on July 31, 2007, unless extended or earlier terminated, and
is expected to settle on Aug. 3, 2007.

Holders who elect to convert their trust preferred securities into
shares of Ford's common stock will receive 2.8249 shares of Ford
common stock plus a premium consisting of shares of Ford common
stock valued at $14.25 for each trust preferred security.  The
number of premium shares received will be determined by the
average market price of Ford common stock on July 25, 26 and 27,
2007, assuming the offer is not extended.

The conversion offer is being made pursuant to an offering
circular and related documents, each dated July 2, 2007.  The
completion of the offer is subject to conditions described in the
conversion offer documents.  Subject to applicable law, Ford may
waive the conditions applicable to the offer or extend, terminate
or otherwise amend the offer.

"As we continue to make progress on restructuring our automotive
operations to return to profitability, we also are focused on
improving our balance sheet, which this conversion offer will do,"
said Don Leclair, Ford's executive vice president and chief
financial officer.

                      About Ford Motor Co.

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

                          *    *    *

To date, Ford Motor Company still carries Standard & Poor's
Ratings Services 'B' long-term foreign and local issuer credit
ratings and negative ratings outlook.

At the same time, the company carries Moody's Caa1 issuer and
senior unsecured debt ratings and negative ratings outlook.


GAP INC: Eyes Closure of Unprofitable United Kingdom Outlets
------------------------------------------------------------
Gap Inc. will close underperforming stores in secondary locations
in the United Kingdom as part of a comprehensive review of its
property portfolio, Jonathan Russell writes for The Sunday
Telegraph.

Gap has appointed property agent Churston Heard to review its
171-strong U.K. chain.  According to a source close to the
company, Gap could not afford to pay the current rent level of
around GBP40 per square foot, the Telegraph adds.

A spokeswoman for Gap however said the fashion retailer is
committed to Europe which it feels will be the growth engine of
the business.

Gap is set to open its first Banana Republic outlet on Regent
Street later this year.  If successful, the US retailer may
convert suitable Gap outlets to the new format, The Sunday
Telegraph relates.

                        About Gap Inc.

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its
international presence with franchise agreements for Gap and
Banana Republic inSoutheast Asia and the Middle East.

                            *   *   *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Fitch has downgraded its ratings on The Gap Inc.'s Issuer Default
Rating to 'BB+' from 'BBB-' and Senior unsecured notes to 'BB+'
from 'BBB-'.  The Rating Outlook is Negative.

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on San Francisco-based The Gap Inc.
to 'BB+' from 'BBB-'.  S&P said the outlook is stable.


GENERAL MOTORS: UAW Leaders Say Strike Possible in Labor Talks
--------------------------------------------------------------
United Auto Workers President Ron Gettelfinger and Vice President
Cal Rapson said in an online chat that a strike is one possible
option during the upcoming national negotiations with General
Motors Corp., Ford Motor Co. and DaimlerChrysler AG's Chrysler
Group, which starts this month, Reuters reports.

Mr. Gettelfinger also told UAW members during the chat that
Detroit's Big Three automakers are "posturing" when they say they
need a $30 reduction in hourly wages and benefits as they try to
return to profitability, Reuters relates.

In a TCR-Europe report on June 19, 2007, GM, Ford and Chrysler are
seeking unprecedented concessions from the UAW in a bid to narrow
what they say is a $30-an-hour labor-cost disadvantage against
Asian rivals like Toyota Motor Corp. and Honda Motor Co.

GM, Ford and Chrysler claim that they pay union workers $70 to $75
an hour compared with Toyota and other Asian auto makers' $40 to
$45 an hour at their U.S. plants.  Most of the difference stems
from health-care expenses.

In 2006, GM estimates that it spent nearly $3.3 billion on health-
care for 432,000 retirees.  The cost at Ford was near $1.8 billion
while Chrysler spent $1.6 billion.

By contrast, on a combined basis, foreign automakers with U.S.
plants, including Japan's own Big Three -- Toyota Motor Corp.,
Honda Motor Co Ltd. and Nissan Motor Co Ltd. -- paid a mere
$23 million for retiree health care in the U.S, Reuters observes.

GM, Ford and the UAW last year agreed to a court settlement
requiring union retirees to pay part of their healthcare costs for
the first time.  Detroit-based GM and Ford, of Dearborn, Michigan,
also pledged not to alter those retiree healthcare benefits until
after 2011 without union consent.

Last year's settlement, as well as benefit reductions for salaried
workers, helped GM cut retiree healthcare liabilities by 21% to
$64 billion at the end of last year, Bloomberg discloses.  Ford
had retiree obligations of $31 billion, and Chrysler's potential
future tab is about $19 billion.

GM has already bought out 34,400 union workers, and Ford and
Chrysler together are trying to persuade 50,000 to leave as they
cut production to match market-share losses to Toyota Motor Corp.
and Honda Motor Co.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908, GM employs about
280,000 people around the world.  With global manufactures its
cars and trucks in 33 countries.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                         *     *     *

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

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


GOLDMAN SACHS: Moody's Withdraws Ratings on Five Notes
------------------------------------------------------
Moody's Investors Service withdrew ratings on these notes issued
by Goldman Sachs Asset Management CBO II, Ltd.:

-- $207,000,000 Class A Floating Rate Notes, Due 2012
    Prior Rating: Aaa
    New Rating: WR

-- $30,000,000 Class B Floating Rate Notes, Due 2012
    Prior Rating: A3
    New Rating: WR

-- $16,500,000 Class C Floating Rate Notes, Due 2012
    Prior Rating: Ba1
    New Rating: WR

-- $8,000,000 Class D-1 Floating Rate Notes, Due 2012
    Prior Rating: Caa2
    New Rating: WR

-- $8,500,000 Class D-2 Fixed Rate Notes, Due 2012
    Prior Rating: Caa2
    New Rating: WR

According to Moody's, the ratings were withdrawn because the notes
were redeemed in full.


GP INVESTMENTS: Fitch Says Pledge of Share Won't Affect Ratings
---------------------------------------------------------------
GP Investments Ltd.'s recently announced pledge of shares
involving its private equity subsidiary has no effect on GP's
current ratings or Outlook, according to Fitch Ratings, which
currently rates GP as:

    -- Foreign currency Issuer Default Rating 'B';
    -- Senior secured 'B/RR4';
    -- Rating Outlook Stable.

On June 21, 2007, GP announced the release of the pledge of the
shares representing 100% of the currently issued and outstanding
shares of GP Private Equity, Ltd., a wholly owned subsidiary of
GP.  This pledge secured an issuance of Perpetual Notes made
earlier this year by GP.  The release of the pledge occurred after
the company reached $1 billion in market cap while its current
gross indebtness is lower than $350 million, as indicated in the
respective offering memorandum.  GP would still maintain a cash
reserve account with the trustee for the lifetime of the issuance,
which was initially funded with an amount that was equivalent to
18 months of interest payments on the notes.

The rating of the issuance recognizes the liquidity implicit in
the coupon reserve, augmented by substantial cash currently on
hand, nevertheless, according to Fitch the recently released
pledge did not provided material enhancement to the rating, given
the unpredictable nature of the results and timing of capital
gains in such investment portfolio or of possible positive results
in future exits of those investments, being that this operation
results neutral for the rating of the notes.

The perpetual notes have no fixed final maturity date and will be
repaid only in the event that the Issuer redeems the notes or upon
acceleration due to an event of default.  The notes are general
unsubordinated obligations of the Issuer and rank 'pari passu'
with the issuer's unsubordinated indebtedness.

GP's ratings are supported by conservative leverage levels, the
franchise of the company and the experience of the management team
which bodes well for positive prospects going forward.  The
ratings are constrained, however, by the highly concentrated
nature of the intended investment portfolio, the negative cash
flow implied by recurring fixed expenses versus recurring income,
and the uncertainty related to the maturation period of the
investment portfolio and GP's ability to realize investment gains.

GP is a Bermuda exempted company that consolidates the activities
of a private equity business and an asset management business in
Brazil.  The company's activities started in 1993 as an asset
manager dedicated to private equity activities, managed by
partners with substantial experience in the Brazilian market.


GRANCO INDUSTRIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Granco Industries, Inc.
        4009 East 138 Street
        Grandview, MO 64030

Bankruptcy Case No.: 07-42183

Chapter 11 Petition Date: June 29, 2007

Court: Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Erlene W. Krigel, Esq.
                  Krigel & Krigel, P.C.
                  4550 Belleview Avenue
                  Kansas City, MO 64111
                  Tel: (816) 756-5800
                  Fax: (816) 756-1999

Total Assets: $3,646,631

Total Debts:  $3,615,284

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


HARLAN SPRAGUE: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Harlan Sprague Dawley, Inc.'s
B2 Corporate Family Rating and assigned B2 ratings to the
company's new senior secured credit facility.  This rating action
follows Moody's June 22, 2007 original assignment and is a result
of a recent change to the terms of the revolving credit facility
that eliminates the super priority claim of the revolving credit
facility.  As such, the revolving credit facility and term loan
are considered to be pari passu by Moody's because they now have
the same priority claim in the event of default.

Moody's expects that Harlan will finance its acquisition of a
contract research organization with the new proposed senior
secured credit facility; the facility comprises a $330 million
first lien term loan and $30 million revolving credit facility.
Moody's expects that a majority of these proceeds will be used to
refinance Harlan's existing credit facility and subordinated
notes.  The transaction is expected to close in July 2007 at which
time Moody's will withdraw the ratings assigned to the company's
existing debt.  The ratings outlook remains stable.

These revised ratings are assigned to Harlan Sprague Dawley, Inc.:

-- $15 Million First Lien U.S. Revolving Credit Facility, due
    2013, rated B2, LGD-3, 48%

-- $330 Million First Lien Term Loan, due 2014, rated B2, LGD-3,
    48%

This rating is assigned to Harlan Netherlands B.V.:

-- $15 Million First Lien EURO Revolving Credit Facility, due
    2013, rated B2, LGD-3, 48%

These ratings currently assigned to Harlan Sprague Dawley, Inc.
are withdrawn:

-- $15 Million First Lien U.S. Revolving Credit Facility, due
    2013, rated Ba2, LGD-1, 3%


-- $330 Million First Lien Term Loan, due 2014, rated B2, LGD-4,
    53%

This rating currently assigned to Harlan Netherlands B.V. is
withdrawn:

-- $15 Million First Lien EURO Revolving Credit Facility, due
    2013, rated Ba2, LGD-1, 3%

Harlan Sprague Dawley, Inc. (Harlan), founded in 1931, is a global
provider of preclinical tools and services that allow for
innovative and efficient research in the pharmaceutical,
biotechnology, chemical and food industries.


HARLAN SPRAGUE: S&P Affirms B+ Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Rating Services revised its loan and recovery
ratings on Harlan Sprague Dawley's proposed $360 million senior
secured facilities.  The bank loan ratings on the $15 million
senior secured U.S. revolving credit facility due 2013 and $15
million euro-denominated revolving credit facility due 2013 have
been lowered to 'BB-' from 'BB'.  The recovery rating has been
revised to '2', indicating an expectation of substantial (70%-90%)
recovery in the event of a payment default, from '1'.  The bank
loan rating on the $330 million senior secured term loan due 2014
has been raised to 'BB-' from 'B+'.  The recovery rating has been
revised to '2', indicating the expectation for substantial (70%-
90%) recovery in the event of a payment default, from '3'.  The
borrower for the euro-denominated revolver is Harlan Netherlands
B.V.

"The rating actions reflect a change in the revolving credit
facilities' status from super-priority; they are now pari passu
with the proposed term loan," explained Standard & Poor's credit
analyst Alain Pelanne.

In addition, S&P affirmed all other ratings on Harlan, including
the 'B+' corporate credit rating.  The rating outlook is stable.

The debt is being used to refinance existing bank and mezzanine
debt and to fund the acquisition of a contract research
organization.

The ratings on Harlan, a provider of lab research models and
preclinical services, continue to reflect the company's operating
focus in markets that include some larger competitors, integration
risk related to the acquisition, and its aggressive debt leverage
as a result of its late-2005 sponsor buyout.  These factors are
partially offset by the company's global reach, customer
diversity, and macro-level trends that currently support spending
on the company's services.


HILTON HOTELS: Inks First Conrad Management Pact in South America
-----------------------------------------------------------------
Hilton Hotels Corporation, G&D Developers and Grupo FarallĒn
disclosed the signing of the Conrad Buenos Aires, the luxury
brand's first management agreement in South America.  Located in
Puerto Madero, this will be the Hilton Family's second property in
the expanding district and its fourth development in Argentina,
and will include both a hotel and residences.  Construction is
planned to begin at the end of 2008 and completion is scheduled
for late 2010.

The 196-guestroom Conrad Buenos Aires and 350-unit +5411
Residences at the Conrad Buenos Aires will be developed by G&D
Developers and Grupo FarallĒn as part of a mixed-use complex
called +5411 Juana Manso Blvd.  Hilton Hotels Corporation will
operate the hotel under the terms of a multi-year management
agreement.

"We are thrilled to introduce Conrad Hotels & Resorts in
Argentina, and to combine the brand's unique and luxurious
elements with the emerging elegance of the Puerto Madero area,"
Tom Keltner, chief executive officer, Americas and global brands,
for Hilton Hotels Corporation, commented.  "Argentina's tourism
growth continues to deliver opportunities, and we look forward to
bringing our fourth hotel development to the country."

"We are delighted to have the opportunity to offer a Conrad Hotel
as part of the +5411 Development," Daniel Mintzer, who co-founded
G&D Developers with Gabriel Mayo, added.  "It brings us great
pride to partner with Conrad Hotels & Resorts and we are sure the
brand's prestige and excellence will strengthen our project."

Located in Puerto Madero, the contemporary Conrad Buenos Aires
will feature 430-square-foot guestrooms, a signature restaurant, a
stylish lobby bar, fitness facilities including a swimming pool,
and close to 7,000 square feet of meeting space.  Both the hotel
and residences will form part of a diverse development project
offering over 160,000 square feet of office space, and 54,000
square feet of retail space, as well as underground parking for
1,100 cars.  The hotel and residences are a short distance away
from the established Hilton Buenos Aires, and 25 minutes from
Ministro Pistarini International Airport.

"Buenos Aires is a thriving commercial center within South America
and we are truly delighted that Conrad will be showcasing the
brand in this flourishing destination," Tom Potter, area vice
president, South America, for Hilton Hotels Corporation, said.
"Both business and leisure travelers to Buenos Aires will be able
to experience the luxury of Conrad Hotels & Resorts with its
individual style and sophisticated service.  Conrad Buenos Aires
will appeal to the discerning traveler looking for an exclusive
luxury environment where they can truly be themselves."

"We are honored that the first Conrad management agreement in
South America will be part of our +5411 project," Eduardo
Gutierrez, engineer and president of Grupo FarallĒn, commented.
"Hilton Hotels Corporation will manage the hotel, delivering the
Conrad brand's exceptional standards.  This addition to +5411
helps us offer excellence in hospitality and satisfy the
sophisticated and growing demand in Argentina."

Buenos Aires, capital of Argentina and the country's largest city,
is the nation's financial, industrial, commercial, and cultural
center.  Puerto Madero is the most recently renovated neighborhood
in Buenos Aires.  Previously a forgotten port, the area is now
bustling with restaurants, renovated lofts, offices, high-rise
residences, and luxury hotels.  Tourists can enjoy Puerto Madero's
ecological reserve, walks along the Rio de la Plata riverbank, and
a floating casino. The city also offers an array of museums,
historical buildings, theaters, shopping centers, delectable
dining options, and a tantalizing nightlife.

Conrad Hotels & Resorts is continuously growing and strengthening
its global portfolio and currently has 17 luxury hotels and
resorts in leading urban and resort destinations globally.  New
Conrad Hotels & Resorts are in conversion in the Maldives and
under development in Shanghai, Abu Dhabi, Dubai, the Bahamas and
Koh Samui.

Hilton Hotels Corporation currently manages the Hilton Buenos
Aires in Puerto Madero.  The company will manage the Hilton Iguazu
Resort scheduled to open in Iguazu Falls in late 2008, and the
Hilton Ushuaia in the southernmost city of the world, scheduled to
open in 2009.

               About Hilton Hotels Corporation

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Finland, India,
Indonesia, Trinidad and Tobago, Philippines and Vietnam.

                       *     *     *

As reported on May 1, 2007, Standard & Poor's Ratings Services
said its rating and outlook on Hilton Hotels Corp.
(BB+/Stable/--) would not be affected by the company's
announcement that it has entered into an agreement with Morgan
Stanley Real Estate to sell up to 10 hotels for approximately
$612 million in proceeds (net of property level debt
repayment, taxes, and transaction costs).  Upon the close of the
transactions, Hilton Hotels plans to use the net proceeds to
repay debt.

In February 2007, Moody's Investors Service upgraded Hilton
Hotels Corporation's corporate family rating to Ba1 from Ba2
reflecting a reduction in leverage from a faster than expected
pace of asset sales and strong earnings during 2006.


IMAX CORPORATION: Moody's Junks Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of IMAX Corporation to Caa1 from B3 and downgraded the rating on
its senior unsecured bonds to Caa2 from Caa1.  Moody's also
downgraded the probability of default rating to Caa1 from B3.
Ratings remain under review for further downgrade.

IMAX did not file its financial statements and would not seek
additional waivers for the financial reporting covenant of its
bonds.  Moody's believes the prolonged delay intensifies the risk
that bondholders will accelerate the obligation.  The downgrade
also reflects increased concern over the negative impact of rising
fees and management distraction as the delay in filing of the
financial statements lengthens.

A summary of Moody's actions:

IMAX Corporation

-- Corporate Family Rating, Downgraded to Caa1 from B3

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

-- Senior Unsecured Bonds, Downgraded to Caa2, LGD4, 60% from
    Caa1

Moody's expects to conclude its review upon receipt and analysis
of updated financial statements for IMAX.

IMAX had previously received waivers from bondholders which
extended its deadline for filing financial statements to June 30.
July 2 represents the first day that bondholders could send notice
of default, which would then trigger a 30 day cure period during
which IMAX could file its financial statements and avoid
acceleration of the obligation.  Bank lenders have granted an
additional waiver for IMAX to deliver its audited financial
statements by July 31.

Moody's placed IMAX ratings under review on March 30 following its
announcement on March 29 that it would further delay filing of its
Form 10-K for fiscal 2006, resulting in a default under the
financial reporting covenant within the indentures of its senior
notes.

If IMAX remains unable to file its 10-K beyond Sept. 30, 2007,
Moody's could withdraw IMAX ratings due to the lack of sufficient
information to assess possible significant changes in the
company's credit profile.  Moody's could then reinstate ratings
upon provision of financial statements.

IMAX Corporation specializes in large-format and three-dimensional
film presentation; the company typically leases or sells its
projection and sound systems, and licenses the use of its
trademarks.  With annual revenue of approximately $150 million,
IMAX maintains headquarters in Mississauga, Ontario, Canada.


INGRAM MICRO: Sets Aside $15 Mil. for Wells Notice-Related Loss
---------------------------------------------------------------
Ingram Micro Inc. is recording a charge of $15 million in its
second quarter ended June 30, 2007, to reserve for estimated
losses associated with a previously disclosed inquiry by the
Securities and Exchange Commission regarding certain transactions
with McAfee Inc., formerly Network Associates Inc., during 1998
through 2000.

On May 21, 2007, Ingram Micro disclosed that it received a "wells
notice" from the SEC indicating the commission's staff intent to
recommend an administrative proceeding.  The staff contends that
the company failed to maintain adequate books and records relating
to certain of its transactions with McAfee, and was a cause of
McAfee's own securities-laws violations relating to the filing of
reports and maintenance of books and records.

Based on ongoing discussions with the SEC staff concerning the
issues raised in the wells notice, the company has determined that
it should record a reserve of $15 million -- about $9 million net
of taxes -- based upon the company's current estimate of loss it
expects to incur associated with a final resolution of this
matter.

No resolution with the SEC has been reached at this point,
however, and there can be no assurance that such discussions will
result in a resolution of these issues.  When the matter is
resolved, the final disposition may exceed the current amount
estimated and reserved. It is not possible to accurately predict
the timing of a resolution and final disposition at this time.

The company has responded to the wells notice and continues to
cooperate fully with the SEC in its inquiry, which was first
disclosed during the third quarter of 2004.  On Jan. 4, 2006,
McAfee and the SEC made public the terms of a settlement they had
reached.

As a result of this charge, the company is adjusting its net
income guidance for the second quarter ended June 30, 2007.  Net
income including this charge is now expected to range from
$50 million to $56 million.  Second-quarter revenue guidance is
not affected by this charge.

                     About Ingram Micro Inc.

Headquartered in Santa Ana, California, Ingram Micro Inc.
(NYSE: IM) -- http://www.ingrammicro.com/-- together with its
subsidiaries, distributes information technology products and
supply chain solutions worldwide.  Its IT products include
peripherals, networking, software, and systems.

                           *     *     *

Ingram Micro Inc. continues to carry Moody's Ba1 long-term
corporate family and probability-of-default ratings.


INTERSTATE BAKERIES: Wants to Sell N. Carolina & Mass. Properties
-----------------------------------------------------------------
Interstate Bakeries Corp. and its debtor-affiliates ask the United
States Bankruptcy Court for the Western District of Missouri for
authority to sell its two properties, including the buildings,
fixtures and equipment found in the properties, to proposed
purchasers or to otherwise better bidders:

   (1) certain property located at 301 Dupree Street, in
       Charlotte, North Carolina, which is comprised of 18.62
       acres of land with a 189,780 square foot building, to The
       Matlock Family Trust, a trust organized under the laws of
       the state of Pennsylvania; and

   (2) certain property comprised of five tax lots known as 71
       and 75 Quinsigamond Avenues, 15 and 17 Ashmont Avenues,
       and 3 Arwick Avenue, in Worcester, Massachusetts, which
       is comprised of 1.55 acres of land with a 46,800 square
       foot building and other minor structures, to Six Academy
       LLC, a Massachusetts company.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that the Debtors no longer utilize
the Properties in their operations.

After evaluating the terms and benefits of the Proposed
Purchasers' proposals, the Debtors entered into separate asset
purchase agreements with the Proposed Purchasers as stalking
horse bidders.

The salient terms of the Sale Agreements include:

   (a) Purchase Price of $2,000,000 for the North Carolina
       Property, and $850,000 for the Massachusetts Property;

   (b) Amounts equal to 10% of the Purchase Prices were
       deposited and held by the escrow agent until all
       conditions to closing are satisfied;

   (c) Condition to closing:

       The Agreements are subject to:

          * higher or otherwise better offers; and
          * Court approval;

   (d) A restrictive covenant will be recorded prohibiting the
       use of the Properties as a commercial bakery for a period
       of 60 months;

   (e) The Matlock Family agrees to lease the North Carolina
       Property to the Debtors for a term of six months for a
       monthly base rate of $10,000; and

   (f) The Debtors will deliver good and marketable fee simple
       title to the Land and Improvements, free and clear of
       liens.

The Properties are being sold "as-is, where-is," with no
representations or warranties, reasonable wear and tear, casualty
and condemnation excepted.

                      Bidding Procedures

Mr. Ivester further notes that the Debtors have established
bidding procedures for the sale of the Properties.  The key dates
set forth in the Bidding Procedures for both Properties are:

   -- a July 10, 2007 Bid Deadline; and

   -- a July 13, 2007 Auction Date at the offices of Skadden,
      Arps, Slate, Meagher & Flom LLP at 333 West Wacker Drive,
      Suite 2100, Chicago, Illinois, or by teleconference.

The minimum bid for the North Carolina Property is $2,100,000,
while the minimum bid for the Massachusetts Property is $925,000.

The Debtors have agreed to provide bid protections to the
proposed purchasers:

Proposed                              Documented Expense
Purchaser         Bid Protections     Reimbursement
---------         ----------------    ------------------
Matlock Family         $40,000              $50,000
Six Academy             17,000               50,000

For the Massachusetts Property, Mr. Ivester discloses that the
Debtors propose to pay Worcester's tax collector the (i)
outstanding real property taxes for the 2005 fiscal year
amounting to $14,326, (ii) interest on 2005 Taxes accruing at an
annual rate of 6%, and (iii) penalties in all delinquent taxes.

The Sale Hearing for both Properties is scheduled for July 18,
2007.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and seven of its debtor-affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014)
in total debts.  The Debtors' exclusive period to file a chapter
11 plan expires on Oct. 5, 2007.  (Interstate Bakeries
Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


INVACARE CORP: Extends Tender Offer Expiration to July 12
---------------------------------------------------------
Invacare Corporation is granting the holders of its outstanding,
unregistered 9-3/4% Senior Notes due 2015 (CUSIP: 461203AA9 and
U46083AA6) additional time to exchange the Initial Notes for its
9-3/4% Senior Notes due 2015 (CUSIP: 461203AB7), which are
registered under the Securities Act of 1933, as amended.

All other terms and conditions of the exchange offer remain
unchanged and in full force and effect.  The terms of the Exchange
Notes are substantially identical to the terms of the Initial
Notes for which they may be exchanged pursuant to the exchange
offer, except that the Exchange Notes are registered under the
Securities Act.

The exchange offer, which commenced on May 29, 2007, and was
previously set to expire on June 28, 2007, will now expire at 5:00
p.m., New York City time, Thursday, July 12, 2007, unless
extended.

As of June 28, 2007, holders of approximately $174 million of the
total $175 million in aggregate principal amount of Initial Notes
had tendered Initial Notes pursuant to the exchange offer.

Requests for assistance regarding the exchange offer or for copies
of the exchange offer materials should be addressed to the
exchange agent for the exchange offer at:

     Wells Fargo Bank N.A.
     Attn: Reorg, Corporate Trust Services
     MAC N9311-110, 625 Marquette Avenue
     Minneapolis, MN 55479
     Fax (612) 667-6282

                       About Invacare Corp.

Headquartered in Elyria, Ohio, Invacare Corporation (NYSE: IVC) --
http://www.invacare.com/-- manufactures and distributes
innovative home and long-term care medical products.  The company
has 5,700 associates and markets its products in 80 countries
around the world.

                          *     *     *

Moody's Investor Services rated Invacare Corporation's long-term
corporate family at B1, its probability of default at B1.  The
outlook is stable.  Standard & Poor's assigned B rating on its
long-term foreign and local issuer credit.


INVESTORS FINANCIAL: Fitch Upgrades then Withdraws Ratings
----------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Positive
the ratings of Investors Financial Services Corporation and its
main operating subsidiary Investors Bank & Trust Company following
their acquisition by State Street Corporation.  These actions
align the ratings of IFIN and IBT with those of State Street.
Since IFIN and IBT have ceased to exist as separate entities after
the merger, Fitch is also withdrawing all issuer ratings of these
entities.

In addition, Fitch has affirmed all ratings of State Street
Corporation and its affiliates.  State Street's Rating Outlook
remains Stable.  A complete list of ratings follows at the end of
this release.

Fitch believes the strategic rationale for the deal is strong, but
notes several challenges.  On the positive side, the merger has
increased State Street's scale and reach in the asset servicing
business. State Street is now the second largest asset servicer in
the world, behind only Bank of New York Mellon.  State Street has
also become the largest global servicer of hedge funds, a rapidly
growing sector of the servicing business. Management projects that
the transaction will be neutral to GAAP earnings in 2008 and
accretive thereafter.

Challenges include achieving projected cost save and client
retention goals.  Cost save goals are relatively high, at
approximately 50% of IFIN's expense base.  The difficulty of
achieving this goal is reduced by the degree of overlap between
State Street's and IFIN's operations.  State Street's client
retention goal is to retain 90% of IFIN's existing revenue base.
Fitch believes that State Street may face both contract
renegotiations as well as client losses, particularly since some
of IFIN's clients are rivals of State Street's investment
management subsidiary SSgA.  Still, since State Street has few
direct competitors in servicing complex pooled funds, Fitch
believes management should be able to avoid excessive outright
client losses.

Fitch notes that management will likely repurchase shares post
closing to prevent dilution to earnings per share.  That said,
Fitch expects management to maintain capital at levels appropriate
for State Street's risk profile and ratings category.

Fitch has affirmed these ratings with a Stable Outlook:

State Street Corporation

    -- Long-term Issuer default rating at 'AA-';
    -- Long-term senior at 'AA-';
    -- Long-term subordinated at 'A+';
    -- Short-term IDR at 'F1+';
    -- Short-term debt at 'F1+';
    -- Individual at 'A/B';
    -- Support at '5';
    -- Support Rating Floor at 'NF'.

State Street Bank and Trust Company

    -- Long-term Issuer default rating at 'AA-';
    -- Long-term deposits at 'AA';
    -- Long-term subordinated at 'A+';
    -- Short-term IDR at 'F1+';
    -- Short-term deposits at 'F1+';
    -- Individual at 'A/B';
    -- Support at '2';
    -- Support Rating Floor at 'BBB+'.

State Street Capital I
State Street Capital IV
State Street Institutional Capital Trust A-B

    -- Trust Preferred Securities at `A+.'

Fitch has upgraded, removed from Rating Watch Positive, and
withdrawn these ratings:

Investors Financial Services Corporation

    -- Long-term Issuer Default Rating to `AA-' from 'A';
    -- Short-term IDR to 'F1+' from `F1';
    -- Individual to `A/B' from 'B';

Investors Bank and Trust Company

    -- Long-term Issuer Default Rating to `AA-' from 'A';
    -- Short-term IDR to 'F1+' from `F1';
    -- Long-term deposits to 'AA' from `A+';
    -- Short-term deposits to 'F1+' from `F1';
    -- Individual to `A/B' from 'B';
    -- Support to '2' from '5';
    -- Support Rating Floor to 'BBB+' from 'NF.'

Fitch has upgraded this rating:

Investors Capital Trust I

    -- Trust Preferred Securities to `A+' from `A-.'

Fitch has withdrawn these ratings:

Investors Financial Services Corporation

    -- Support '5';
    -- Support Rating Floor 'NF.'


IPSCO INC: Receives Requisite Consents for 8-3/4% Senior Notes
--------------------------------------------------------------
IPSCO Inc. has received consents from the holders of approximately
$142.6 million in aggregate, or 99.15% in aggregate, of its
outstanding 8-3/4% Senior Notes due 2013 as of 5:00 p.m. New York
City time on June 29, 2007, in connection with its tender offer
and consent solicitation for such Notes.

The consents received exceeded the number needed to approve the
adoption of the proposed amendments to the indenture under which
the Notes were issued.  The terms of the tender offer and consent
solicitation for the Notes are detailed in IPSCO Inc.'s offer to
purchase and consent solicitation statement dated June 18, 2007,
and the related letter of transmittal and consent.

Based on the consents received, IPSCO Inc., the guarantors and the
trustee under the indenture governing the Notes are expected to
enter into a supplemental indenture that will, once operative,
eliminate substantially all of the restrictive covenants in the
Note indenture and certain of the events of default, well as
modify certain other provisions.  The supplemental indenture will
not become operative unless and until Notes are accepted for
payment by IPSCO Inc. pursuant to the tender offer.

Holders who validly tendered their Notes on or prior to the
Consent Date will be eligible to receive the total consideration
offered in the tender offer and consent solicitation if the Notes
are accepted for payment as described in the Offer to Purchase.

Holders who validly tender their Notes after the Consent Date, and
on or prior to 5:00 p.m., New York City time, July 17, 2007, will
be eligible to receive the total consideration less the consent
payment, namely the tender offer consideration, if the Notes are
accepted for payment as described in the Offer to Purchase.  Notes
tendered after the Consent Date may not be withdrawn.

IPSCO Inc.'s offer to purchase the Notes is subject to the
satisfaction or waiver of the various conditions as described in
the Offer to Purchase.  The tender offer is scheduled to expire at
5:00 p.m., New York City time, July 17, 2007, subject to IPSCO
Inc.'s right to amend, extend or terminate the tender offer at any
time.

J.P. Morgan Securities Inc. is the sole Dealer Manager for the
tender offer and the consent solicitation and can be contacted at
(866) 834-4666 (toll free).

Global Bondholder Services Corporation is the Information Agent
and the Depositary for the tender offer and the consent
solicitation and can be contacted at (212) 430-3774 (collect) or
toll free at (866) 470-4300.

                          About IPSCO Inc.

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

                           *     *     *

As reported in the Troubled Company Reporter on June 15, 2007, the
proposed plan of arrangement between IPSCO Inc. and SSAB Svenskt
Stal AB, pursuant to which IPSCO would be acquired by SSAB for a
cash consideration of $160 per share, has expired.

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


J&F I FINANCE: Moody's Rates New $600 Million Notes at (P)Caa2
--------------------------------------------------------------
Moody's Investors Service prospectively assigned a (P)Caa2 rating
to new senior unsecured notes totaling $600 million to be issued
by J&F I Finance Co, which will be a subsidiary of J&F
Participacoes, S.A.

Moody's also prospectively assigned a (P)B3 corporate family
rating, a B3 probability of default rating, and a speculative
grade liquidity rating of SGL-2 to New Swift.  The rating outlook
is stable.

The ratings are subject to review of final documentation and
subject to a $500 million equity component in the approximately
$1.46 billion consideration for the acquisition of Swift.  Should
the equity amount be less than $500 million or should any other
terms of the transaction change, Moody's may revise the
prospective ratings and/or outlook of New Swift.

The ratings of the existing Swift & Company remain on review for
possible upgrade pending completion of the acquisition.  When Old
Swift is acquired and its existing debt repaid, ratings will be
withdrawn.

Ratings assigned prospectively with a positive outlook:

J&F I Finance Co., to be renamed Swift & Company (New Swift):

-- Corporate family rating at (P)B3
-- Probability of default rating at B3
-- New $200 million senior unsecured guaranteed notes due 2015 at
    (P)Caa2 (LGD5, 81%)

-- New $200 million senior unsecured guaranteed toggle notes due
    2015 at (P)Caa2 (LGD5, 81%)

-- New $200 million senior unsecured guaranteed floating rate
    notes due 2014 at (P)Caa2 (LGD5, 81%)

-- Speculative grade liquidity rating at SGL-2

Ratings continuing on review for possible upgrade:

Swift & Company (Old Swift):

-- Corporate family rating at B3
-- Probability of default rating at B3
-- Existing senior unsecured notes at Caa1
-- Existing subordinated notes at Caa1

Swift will be acquired by J&F, a Brazilian company that is the
majority owner of Latin America's largest beef producer, JBS.  JBS
has annual revenues of about $2.1 billion (US$ equivalent) and
EBITDA of $304 million.

J&F I Finance Co., which will be a subsidiary of J&F, will issue
$600 million in new senior unsecured notes and will merge into
Swift & Company, currently a subsidiary of Swift Foods Company,
with Swift & Company as the surviving entity.  Swift & Company
will assume the obligations of J&F I Finance under the notes, and
Swift & Company will merge into S&C Holdco, 3 Inc., with S&C
Holdco, 3 Inc. continuing as the surviving entity to be renamed
Swift & Company.

Swift's B3 corporate family rating reflects the company's highly
volatile earnings and cash flow, very high enterprise leverage,
low margins and weak credit metrics, and the continuing
challenging conditions in the volatile US beef industry overall.
New Swift's ratings are supported by its scale as the third
largest beef and pork processor in the US, by Swift's strong
Australian operations, and by the company's solid liquidity.

Moody's analyzes Swift's operations in the context of the Rating
Methodology for Global Natural Product Processors - Protein and
Agriculture.  Using the 22 rating factors cited in this
methodology -- and proforma financials for fiscal 2007 and Moody's
projected financials for 2008 and 2009 -- all proforma for the new
capital structure -- Swift's rating would score at B2, one notch
above its actual rating level.  The company's actual rating
reflects the significant weight that Moody's places on Swift's
currently high leverage and weak credit metrics and on the
possibility of challenges faced by new management with little
experience in the US market.  Moody's view is that Swift has not
yet completely recovered from the challenges of the last few years
that negatively impacted operating results.  Despite the equity
component in the consideration, the reduction in funded debt upon
acquisition is modest; post-acquisition funded debt of $957
million will be only about $200 million less than the current
funded debt at Old Swift of about $1.16 billion.

The stable rating outlook for New Swift reflects Moody's
expectation that -- although earnings will continue to modestly
rebound as beef volumes strengthen in the US and Australia and as
the company is able to realize some of the benefits of recent
operational restructuring moves -- near term improvements in debt
protection measures are likely to be modest.

The SGL-2 rating of New Swift is based on Moody's anticipation
that the company's liquidity over the next twelve months will be
good, with moderate usage of its unrated $700 million senior
secured revolving credit and modest seasonal variations in
internal cash flow generation for a protein company.  Cash flow
available to service debt is projected by Moody's to be breakeven
or slightly negative over the next four quarters as Swift
strengthens its operating performance.  Borrowing base
availability is expected to be ample.  The single covenant in the
revolving credit agreement is not tested unless availability is
less than $75 million; it is not at all likely that availability
will be this low, so it is unlikely that the covenant will be
tested.  Alternative liquidity is limited as assets are
encumbered.

Swift & Company is one of the world's leading beef and pork
processing companies.  Its largest business segments are domestic
beef processing (Swift Beef, 59% of consolidated sales for the
first 39 weeks ended February 25, 2007), domestic pork processing
(Swift Pork, 22%) and beef operations in Swift Australia (19%).
Consolidated sales for the twelve months ended February 25, 2007
were approximately $9.5 billion.


JDA SOFTWARE: Good Operating Performance Cues S&P's Pos. Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on JDA Software Group Inc., and its 'BB-' senior
secured bank loan ratings, with a recovery rating of '2'.  The
outlook is revised to positive from stable.

The outlook revision reflects the progress Scottsdale, Arizona-
based JDA has made in its integration of the Manugistics Group
Inc. acquisition, good operating performance, and modest reduction
of acquisition-related debt.  With 2006 revenues of $278 million,
JDA is a leading provider of retail software applications,
offering a comprehensive suite of products, specializing in
enterprise risk planning demand chain optimization and analytics.

"We could raise the ratings over the intermediate term," said
Standard & Poor's credit analyst Philip Shrank, "as the company
maintains its successful track record of profitability, coupled
with maintaining total debt to EBITDA of 4x or lower."


KENDLE INT'L: Inks Pact with UBS to Increase Loan Amount
--------------------------------------------------------
Kendle International Inc. and UBS AG, Stamford Branch executed an
increase joinder agreement which contemplates the revolving credit
loan available under the credit agreement, as amended, is
increased by $28.5 million, subject to certain conditions.

The amended credit agreement was made among the company, certain
of its subsidiaries, various lenders, and UBS AG, as
administrative agent for the lenders.

Existing lenders under the credit agreement have committed to the
requested increase but the effectiveness of such increase is
subject to certain conditions precedent.  If these conditions are
satisfied, the company will have a total available revolving
credit loan under the credit agreement of $53.5 million.  If such
conditions are not satisfied on or prior to Sept. 25, 2007, the
additional commitments will terminate.

As of June 27, 2007, no amounts were outstanding under the
company's revolving credit loan.

                         About Kendle

Based in Cincinnati, Kendle International Inc. (Nasdaq: KNDL)
-- http://www.kendle.com/-- is a global clinical research
organization and provides Phase II-IV clinical development
services worldwide.  The company's global clinical development
business is focused on five regions - North America, Europe,
Asia/Pacific, Latin America and Africa.

                         *     *     *

As of July 3, 2007, the company carries Moody's B1 long-term
corporate family rating, B1 bank loan debt, and B2 probability of
default rating.  The outlook is stable.

In addition, the company also carries Standard & Poor's B+ long-
term foreign and local issuer credits.  The outlook is stable.


KINETIC CONCEPTS: Moody's Affirms Ba2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service changed Kinetic Concepts, Inc's ratings
outlook to positive from stable.  Moody's also affirmed the
company's Ba2 Corporate Family Rating.

The positive outlook reflects the expansion of free cash flow and
reduction of outstanding debt.  KCI paid $238 million or 53% of
total debt outstanding, in aggregate, from Dec. 31, 2004 to March
31, 2007.  Continued sales growth has fueled expanding free cash
flow from $25 million in 2004 to $163 million for the twelve
months ending March 31, 2007.  The company's sizable debt
repayments combined with consistently strong free cash flow have
contributed to significantly improved financial flexibility and
credit metrics.

Concurrently, Moody's lowered the rating on the company's term
loan B and revolving secured bank facility to Ba2 from Ba1.  This
action reflects lower loss absorption because of the repayment of
subordinated debt in the capital structure.  The company repaid
about $16 million in subordinated debt over the twelve months
ended March 31, 2007.

These ratings were affirmed with a positive outlook and revised
LGD assessments:

-- Corporate Family Rating, Ba2
-- Guaranteed unsecured subordinates notes, due 2013, B1, (LGD5,
    86% revised to LGD5, 87%

-- Probability of Default Rating, Ba2

These ratings were downgraded with a positive outlook:

-- Guaranteed senior secured revolving credit facility, due 2009,
    downgraded to Ba2, LGD3, 40% from Ba1, LGD3, 36%

-- Guaranteed senior secured term loan B, due 2010, downgraded to
    Ba2, LGD3, 40% from Ba1, LGD3, 36%

Kinetic Concepts, Inc., headquartered in San Antonio, Texas,
provides therapies for advanced wound healing and for the
treatment and prevention of complications suffered by patients as
a result of immobility.  Revenues for the twelve months ended
March 31, 2007 were about $1.4 billion.


KINETIC CONCEPTS: S&P Affirms Corporate Credit Rating at BB
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its bank loan and
recovery ratings on Kinetic Concepts Inc.'s $100 million revolving
credit facility maturing 2009 and $139 million term loan B
maturing 2010.  The senior secured debt rating has been raised to
'BBB-' from 'BB+'.  The recovery rating has been revised to '1',
indicating the expectation for very high recovery (90%-100%) in
the event of a payment default, from '2'.  The rating action
reflects S&P's use of a higher enterprise value multiple and
greater expected EBITDA in our default analysis.

S&P also affirmed the 'BB' corporate credit rating on KCI.  The
outlook remains stable.

The rating on San Antonio, Texas-based KCI reflects the company's
significant dependence on its vacuum-assisted closure device for
hard-to-heal wounds, which makes it subject to competitive
technological developments and potential third-party pricing
pressure on its VAC device.  These concerns are partially offset
by the strong sales momentum and cash flow related to the VAC
device, the potential for future product diversification through
moderate-sized acquisitions, and the company's willingness to
maintain a conservative financial profile.

"The potential for further upgrades has been tempered by the
company's product concentration," said Standard & Poor's credit
analyst Jesse Juliano.  S&P expect KCI to use free cash flow and
its revolver availability to further diversify its product
offerings through acquisitions.


LEASE INVESTMENT: Fitch Downgrades Ratings on Four Note Classes
---------------------------------------------------------------
Fitch has taken these rating actions for Lease Investment Flight
Trust aircraft securitization:

    -- Class A-1 notes downgraded to 'BB' from 'BB+';
    -- Class A-2 notes downgraded to 'BB' from 'BB+';
    -- Class A-3 notes affirmed at 'BBB-';
    -- Class B-1 notes downgraded to 'CC/DR5' from 'CCC/DR4';
    -- Class B-2 notes downgraded to 'CC/DR5' from 'CCC/DR4';
    -- Class C-1 notes remain at 'C/DR6';
    -- Class C-2 notes remain at 'C/DR6';
    -- Class D-1 notes remain at 'C/DR6';
    -- Class D-2 notes remain at 'C/DR6'.

Cash flow available to service debt in the LIFT transaction has
continued to steadily decline over the past year and a half.  Due
to the combination of reductions in available collections and
periodic spikes in expenses, cash liquidity for classes B, C, and
D were completely exhausted as of May 2007 reporting, resulting in
interest shortfalls in for each of those classes in that month.
While the interest shortfall for class B has since been cured, it
is not anticipated that the class will continue to receive current
interest payments much beyond the next several months.  Class A
continues to pay minimum principal payments; however, as available
cash flow continues to decline, the reliability of full principal
payment on the class A notes also declines.

Fitch's analysis incorporated expected cash flow to be available
to the trust over the remaining life of the transaction.  This
expectation is based on several factors including aircraft age,
current portfolio value, potential lease rates, and perceived
liquidity of the portfolio.

LIFT is a Delaware business trust formed to conduct limited
activities, including the issuance of debt, and the buying,
owning, leasing and selling of commercial jet aircraft.  LIFT
originally issued $1.4 billion of rated notes in June 2001.
Primary servicing on LIFT's aircraft is being performed by GE
Capital Aviation Services, wholly owned by General Electric
Corporation while the administrative agent role is being performed
by Phoenix American Financial Services, Inc.


LAJITAS RESORT: Case Summary & 27 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lajitas Resort, Ltd.
        H.C. 70, Box 400
        Lajitas, TX 79852

Bankruptcy Case No.: 07-70143

Type of business: The Debtor owns and operates a hotel with a
                  private club and real estate/property division.
                  See http://www.lajitas.com/

Debtor affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Lajitas Airport, Ltd.                      07-70144
        Lajitas Real Estate, Ltd.                  07-70145
        Lajitas Utility Co., Inc.                  07-70146

Chapter 11 Petition Date: July 2, 2007

Court: Western District of Texas (Midland)

Debtor's Counsel: Kevin G. Herd, Esq.
                  Goodrich, Postnikoff, & Albertson, L.L.P.
                  777 Main Street, Suite 1360
                  Fort Worth, TX 76102
                  Tel: (817) 347-5265
                  Fax: (817) 335-9411


                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
Lajitas Resort, Ltd.        $1 Million to        Less than $10,000
                            $100 Million

Lajitas Airport, Ltd.       Less than $10,000    $1 Million to
                                                 $100 Million

Lajitas Real Estate, Ltd.   $1 Million to        $1 Million to
                            $100 Million         $100 Million

Lajitas Utility Co., Inc.   Less than $10,000    Less than $10,000


A. Lajitas Resort, Ltd's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Internal Revenue Service    payroll taxes             $276,945
Payroll Taxes-E.F.T.P.S.
Ogden, UT 84201

Trans Pecos Land                                      $125,820
Surveyors
P.O. Box 455
Marathon, TX 79842

Santa Elena Hospitality                               $104,961
Group
9433 F.M. 2244
Suite 1-250
Austin, TX 78733

John Deere Credit           trade payable              $91,038

Yield, Inc.                                            $64,496

P.K.F. Consulting                                      $57,975

S.R.S. Management, L.L.C.                              $40,848

A.T.I. Jet, Inc.                                       $40,500

Hotel Representative, Inc.                             $40,008

The Golf Channel                                       $40,000

Victoria King Public                                   $38,706
Relations, Inc.

Delinko International,                                 $38,297
Inc.

Locke, Liddell & Sapp                                  $35,615

Texas Monthly                                          $35,346

Austex Enterprises, Ltd.    trade                      $30,540

Settle Pou                                             $26,190

Ingersoll Rand Financial,   trade                      $26,129
S.V.C.S.

Blue Cross Blue Shield      employee                   $25,075
of Texas                    insurance

Gary Jones Computing, Ltd.  trade                      $24,771

Texas River Expeditions                                $24,230

B. Lajitas Airport, Ltd's Largest Unsecured Creditor:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Internal Revenue Service    payroll taxes               $1,456
Payroll Taxes-E.F.T.P.S.
Ogden, TX 84201

C. Lajitas Real Estate, Ltd does not have creditors who are not
insiders.

D. Lajitas Utility Co., Inc's Six Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Warren Cat                                              $1,549
P.O. Box 842116
San Antonio, TX 78284

Coleman Well Service                                    $1,306
P.O. Box 1552
Alpine, TX 79831

Internal Revenue Service    taxes                         $931
Payroll Taxes-E.F.T.P.S.
Ogden, UT 84201

Sims Plastics, Inc.                                       $919

Univar, U.S.A.              trade                         $686

Central Freight Lines,      trade                         $571
Inc.


LIBERTY BRANDS: U.S. Trustee Wants Case Converted to Chapter 7
--------------------------------------------------------------
The U.S. Trustee for Region 3 asks the U.S. Bankruptcy Court for
the District of Delaware to convert Liberty Brands LLC's chapter
11 case under a chapter 7 liquidation proceeding, Bill Rochelle of
Bloomberg News reports.

According to Bloomberg, the U.S. Trustee's motion followed the
Debtor's statement at a June 25 hearing that it would liquidate
its business due to insufficient cash available to pay
obligations.

Bloomberg relates that in May 2007, the Debtor filed a lawsuit
asking the Court to restrain 50 states from interfering with the
sale of its tobacco products.

In that lawsuit, Bloomberg says Liberty alleged that the states
are threatening to prohibit the sale of its products because of
the company's failure to make a $13.4 million payment due April
17, 2007, under a 1998 master settlement agreement between tobacco
manufacturers and the states.

One of the states objected saying that the lawsuit was premature
because the states respect the automatic stay provided by the
Bankruptcy Code.

The Court is set to consider the matter at a July 18, 2007
hearing.

Headquartered in Richmond, Va., Liberty Brands LLC manufactures,
markets, and sells deep discount cigarettes in the U.S.  The
company filed for chapter 11 protection on May 10, 2007 (Bankr.
D. Del. Case No. 07-10645).  William David Sullivan, Esq. in
Wilmington, Del., represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for bankruptcy, it
listed total assets of $9,256,685 and total debts of $25,573,877.


LID LTD: Wants Exclusive Plan-Filing Period Extended to Dec. 15
---------------------------------------------------------------
L.I.D. Ltd. asks the U.S. Bankruptcy Court for the Southern
District of New York to extend its exclusive periods to:

    a) file a plan of reorganization until Dec. 15, 2007, and
    b) solicit acceptances of that plan until Jan. 24, 2008.

The Debtor tells the Court that the additional is warranted citing
its case is large and complex.

The Debtor discloses that it is indebted to four separate secured
lenders, totaling over $40 million.  In addition, the Debtor ships
diamonds and diamond jewelry around the world as part of a group
of affiliates from the U.S., Israel, India, Hong Kong and Japan.
Several of the lenders in this case have borrowing relationships
with some of these affiliates.

Further, the Debtor says, it is still evaluating filed claims, and
is actively pursuing alternative financing as an alternative
method of emerging from Chapter 11, further justifying the
requested extension of time.

The Debtor contends that more time is needed since it has been
focused, almost entirely, on resolving issues with the lenders.
The Debtor relates that there is no agent bank speaking for the
lenders and the various lenders have often taken different
positions from one another on various issues.  As a result, the
Debtor has had to negotiate and renegotiate the terms of several
extensions of the Debtor's continued use of cash collateral.  The
lenders have demanded the Debtor spend an inordinate amount of
time responding to requests and allowing the Lenders to review
documents, inventory and shipments.  In addition, the Lenders have
engaged in oft times, redundant reviews.  The Debtor expects that
these reviews and constant interruptions of its business will end,
after the entry of a Final Cash Collateral Order, which shall
allow the Debtor to focus on the plan process and devote more time
to business matters.

The Court has set a hearing on July 12, 2007, at 10:00 a.m., to
consider the Debtor's request.

Objections, if any, are due July 9, 2007.

The Debtor's exclusive period to file a plan will expire on July
15, 2007.

                         About L.I.D. Ltd.

Headquartered in New York, L.I.D. Ltd., a jeweler, filed a chapter
11 petition on March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725)
Attorneys at The Law Offices of Avrum J. Rosen in Huntington, New
York represent the Debtor in its restructuring efforts.  When the
Debtor sought protection from its creditors, it listed total
assets of $157,784,935 and total debts of $143,867,465.


LN ACQUISITION: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of LN Acquisition Corp, a wholly-owned subsidiary of Lincoln
Holdings Enterprises Inc., as well as its B1 senior secured first
lien debt ratings and Caa1 senior secured second lien term loan.
The outlook remains stable.  The rating action follows the
company's decision to rise its dividend payment to its
shareholders by an additional $25 million to $175 million, which
will be funded by an equivalent increase in the proposed 7-year
first lien term loan.

While signaling a degree of financial aggressiveness likely to
constrain the rating going forward, the debt-funded dividend rise
deteriorates only modestly Lincoln's leverage (pro forma Moody's
adjusted debt/trailing twelve month EBITDA as of June 30, 2007) --
to 6.2 times from 5.9 times previously anticipated.  Moody's still
expects the company to generate positive annual free cash flow and
to reduce its leverage ratio to a level closer to 5 times in the
intermediate term.  Moody's notes that should the leverage ratio
not fall below 6x as expected, the ratings could face negative
pressures.

Ratings affirmed:

-- B2 Corporate Family Rating
-- B2 Probability of Default Rating
-- B1 First Lien Term Loan B (LGD 3/35%)
-- B1 Senior Secured Revolver (LGD 3/35%)
-- Caa1 Second Lien Term Loan (LGD 5/86%)

LN Acquisition Corp. is now raising $490 million in secured first
lien and second lien bank debt in order to refinance existing
Lincoln's debt, fund a $175 million dividend to its shareholders,
primarily its equity sponsor, The Harbour Group, and realize two
small acquisitions for about $78 million in aggregate.

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


MANOR CARE: Inks $6.3 Billion Privatization Deal with Carlyle
-------------------------------------------------------------
Manor Care Inc. said in a press statement that following a
comprehensive review of strategic alternatives, its Board of
Directors has approved a transaction with global private equity
firm The Carlyle Group to take the company private in an all
cash transaction valued at approximately $6.3 billion.

Under terms of the agreement, at the close of the transaction,
Manor Care shareholders will receive $67.00 in cash for each
share of common stock owned.  This represents a 20 percent
premium to Manor Care's closing stock price of $55.75 on
April 10, 2007, prior to the company's April 11th announcement
it would evaluate strategic alternatives.

"The Board of Directors and our financial advisors thoroughly
evaluated a wide range of strategic alternatives to maximize
shareholder value," said Paul A. Ormond, Chief Executive
Officer, Chairman and President.  "Partnering with top tier
firm Carlyle and providing our shareholders with this attractive
valuation is the best of those alternatives.  This transaction
affords a significant cash premium to our shareholders while
allowing the company to continue its strategic direction and
commitment to quality care.  Carlyle appreciates the success
we have achieved as a company and the role that our management
and employees have played in the growth of this organization
and its unique capabilities."

Karen Bechtel, Carlyle Managing Director and head of the health
care sector team, said, "We are delighted to have this
opportunity to invest in the largest owner and operator of
facilities providing post-acute care services and long-term
care in the country.  Paul Ormond and his management and employee
team have built a remarkable company that is positioned for
continued growth and success."

Completion of the transaction is contingent on approval by the
company's shareholders, receipt of necessary regulatory approvals,
and fulfillment of other usual and customary closing conditions.
Manor Care anticipates the closing to occur in the fourth quarter
of 2007.

The transaction will be financed through a combination of
commercial mortgage-backed securities, other debt financing
and equity provided by Carlyle.

Manor Care's financial advisor is JPMorgan, and its legal
advisor is Cravath, Swaine and Moore LLP.  Citi also provided
certain financial advisory services to the Board of Directors of
Manor Care in connection with the transaction.  The Carlyle
Group's
financial advisors are Morgan Stanley, Credit Suisse and Banc of
America Securities LLC, and Latham & Watkins LLP is legal advisor.

                    About The Carlyle Group

Headquartered in Washington, D.C., The Carlyle Group --
http://www.thecarlylegroup.com/-- is a global private equity
firm with $58.5 billion under management.  The company has
more than 400 investment professionals operating out
of offices in North America, Europe, Asia, Australia and
Africa.

                     About Manor Care Inc.

Headquartered in Toledo, Ohio, Manor Care Inc. (NYSE: HCR)
-- http://www.hcr-manorcare.com/-- through its operating
group HCR Manor Care, provides a range of health care services,
including skilled nursing care, assisted living, post-acute
medical and rehabilitation care, hospice care, home health care,
and rehabilitation therapy services in the United States.


MANOR CARE: $6.3 Billion Carlyle Deal Cues S&P to Cut Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Manor Care Inc. to 'B+ from 'BBB-'.  All ratings on
Manor Care remain on CreditWatch with negative implications, where
they were originally placed on April 12, 2007, after the company
announced it had hired a financial advisor to consider strategic
alternatives.

The rating downgrade reflects the announcement that Toledo, Ohio-
based nursing home owner and operator Manor Care's board of
directors approved a transaction with The Carlyle Group to take
the company private in a transaction valued at $6.3 billion.  S&P
expect the transaction to include the issuance of a large amount
of new debt that will significantly compromise credit quality.

"We may lower the corporate credit rating further, said Standard &
Poor's credit analyst David P. Peknay, "depending on the details
of the transaction as it nears completion."  S&P will also review
its strategic decisions regarding the operation of the company
under a large debt burden as part of S&P's evaluation to resolve
the CreditWatch listing.


MCDERMOTT INT'L: Good Performance Cues Moody's to Upgrade Ratings
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of McDermott
International Inc. and its subsidiaries.

Moody's raised MII's Corporate Family Rating to Ba3 from B1.

Moody's upgraded J. Ray McDermott, S.A.'s CFR to Ba3 from B1, its
Probability of Default Rating to B1 from B2 and its senior secured
bank facility to Ba2 (LGD-2, 22%) from Ba3 (LGD-2, 24%).

The Babcock & Wilcox Company's senior secured bank facility rating
was raised to Baa3 (LGD-1, 6%) from Ba2 (LGD-2, 19%).  The rating
outlook for J. Ray is positive, while the rating outlooks for MII
and B&W are both stable.

The Corporate Family Ratings upgrades reflect continuing operating
and financial performance improvement, greater visibility of near
term performance based on growing backlogs, lower leverage with no
funded debt at either J. Ray or B&W, and strong liquidity.  The
ratings are tempered by the inherent cyclicality in both J. Ray's
and B&W's businesses, exposure to fixed price contracts and
potential event risk arising from MII's growth strategy.

                    J. Ray McDermott

J. Ray's improved performance is primarily reflected in the
company's higher backlog, which increased $1 billion to $4.2
billion at March 31, 2007 from $3.2 billion at June 30, 2006.
Moody's expects J. Ray will continue to benefit from strong
fundamentals in the offshore construction market over the near to
medium term.  J. Ray has added to its backlog while maintaining
its disciplined bidding process as shown in its consistent
operating margins.  The rating upgrade further reflects J. Ray's
consistent free cash flow generation -- greater than $300 million
for the twelve months ended March 31, 2007 -- leading to increased
cash on its balance sheet while maintaining no funded debt.
However, Moody's notes that a substantial amount of its cash will
be used to fund the recently announced $260 million Secunda
acquisition.

The rating upgrade of J. Ray's senior secured credit facility
reflects the higher CFR as well as the application of Moody's loss
given default methodology.  J. Ray's Ba2 secured facility rating
benefits from its senior position in the company's capital
structure, which is supported by a significant amount of unsecured
obligations including trade payables and an underfunded pension.

J. Ray's positive outlook reflects the company's substantial
backlog and Moody's expectation that it will benefit from
continued investment in energy infrastructure, while maintaining
the company's disciplined bidding process and low financial
leverage.  J. Ray could be upgraded through a combination of
continued strong operating and financial performance, as reflected
in a growing backlog and sustained higher operating margins,
increased diversification, and maintaining low leverage while
pursuing its growth strategy.

                        Babcock & Wilcox

MII's CFR rating upgrade reflects B&W's consistent performance
since emerging from bankruptcy in February 2006 and the recent
repayment of B&W's $250 million term loan, resulting in no funded
debt.  B&W's backlog grew modestly to $2.3 billion at March 31,
2007, compared to $1.9 billion at March 31, 2006.  About 43% of
this backlog is expected to roll-off in the remainder of 2007,
providing near term visibility for the company's revenue.  B&W
should continue to benefit from the favorable business outlook
based on expected growth in electrical generation demand and the
increased environmental spending requirements of its customers.
In April, B&W repaid its $250 million term loan that had funded a
payment obligation to the asbestos settlement trust.  All of B&W's
financial obligations under the plan of reorganization from its
bankruptcy were settled by the end of 2006.  Looking forward,
leverage and coverage should improve through a combination of
MII's plans to fully fund its pensions, which will lower adjusted
debt, and modestly growing cash flow.

On a standalone basis, Moody's considers B&W's credit quality to
be consistent with MII's Ba3 CFR.  B&W's Baa3 senior secured
rating of its credit facility reflects the application of Moody's
loss given default methodology.  The secured facility rating
benefits from substantial underfunded pension obligations at B&W
as well as other companies within the MII family.  Moody's expects
that this rating uplift will decline over time as MII funds these
pensions.

McDermott International Inc., headquartered in Houston, Texas, is
an international energy services company that provides
engineering, fabrication, installation and facilities management
services to energy and power companies and to the U.S. government.


MCKINNON & SON: Case Summary & 32 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: McKinnon & Son Farms, L.L.C.
             2587 Lindsey Merritt Road
             Wray, GA 31798

Bankruptcy Case No.: 07-50493

Type of business: The Debtors are engaged in the farming business.

Debtor affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        George Mckinnon                            07-50490
        Twin Willow Farms, Inc.                    07-50491

Chapter 11 Petition Date: July 2, 2007

Court: Southern District of Georgia (Waycross)

Debtors' Counsel: R. Flay Cabiness, Esq.
                  Bankruptcy Group, L.L.C.-Brunswick
                  2225 Gloucester Street
                  Brunswick, GA 31520
                  Tel: (912) 554-3774
                  Fax: (912) 262-0285

                              Estimated Assets     Estimated Debts
                              ----------------     ---------------
McKinnon & Son Farms, L.L.C.  Less than $10,000    $1 Million to
                                                   $100 Million

George Mckinnon               Less than $10,000    $1 Million to
                                                   $100 Million


Twin Willow Farms, Inc.       Less than $10,000    $1 Million to
                                                   $100 Million

A. McKinnon & Son Farms, LLC's Eight Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Prime South Bank                                    $1,650,000
530 Memorial Drive
Waycross, GA 31501

U.A.P./G.A. A.G. Che.,      suit                    $1,000,000
Inc.
Donalsonville, GA 39845

Omega Gin Co.                                         $960,000
4905 U.S. Highway
319 South
Tifton, GA 31793

T. Sanford Roberts,                                    $75,000
C.P.A.

Monsanto Cotton                                        unknown

Katz, Flatau, Popson                                   unknown
& Boyer

U.S.                                                   unknown
Washington, D.C.

U.S.A.                                                 unknown
Savannah, GA 31412


B. George Mckinnon's 16 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Prime South Bank                                    $1,650,000
530 Memorial Drive
Waycross, GA 31501

U.A.P./G.A. A.G. Che.,      suit                    $1,000,000
Inc.
Donalsonville, GA 39845

Omega Gin Co.                                         $960,000
4905 U.S. Highway
319 South
Tifton, GA 31793

T. Sanford Roberts,                                   $275,000
C.P.A.
213 Peterson Avenue
Douglas, GA 31533

C.N.H. Capital                                        $101,050

G.M.A.C.                                               $81,802

Altamaha Bank & Trust Co.                              $68,282

Janice McKinnon             credit account             $40,000

Washington Mutual Bank      credit card                $19,795

Moore, Clarke, Duvall                                  $15,000
& Rodgers

Capital One                 credit card                 $2,906

Chase Bankcard              credit card                 $1,457

Katz, Flatau, Popson                                   unknown
& Boyer

Monsanto Cotton                                        unknown

Pete Donaldson                                         unknown

U.S.                                                   unknown


C. Twin Willow Farms, Inc's Eight Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Prime South Bank                                    $1,650,000
530 Memorial Drive
Waycross, GA 31501

U.A.P./G.A. A.G. Che.,      suit                    $1,000,000
Inc.
Donalsonville, GA 39845

Omega Gin Co.                                         $960,000
4905 U.S. Highway
319 South
Tifton, GA 31793

T. Sanford Roberts,                                    $75,000
C.P.A.

Monsanto Cotton                                        unknown

Katz, Flatau, Popson                                   unknown
& Boyer

U.S.                                                   unknown
Washington, D.C.

U.S.A.                                                 unknown
Savannah, GA 31412


MEYER-SUTTON: Wants Ch. 11 Case Converted to Chapter 7 Liquidation
------------------------------------------------------------------
Meyer-Sutton Homes Inc. asked the U.S. Bankruptcy Court for
the Northern District of Georgia to convert its chapter 11 case
into a chapter 7 liquidation proceeding, Bill Rochelle of
Bloomberg News says.

The Debtor told the Court that it chose to convert its case after
secured lenders did not consent to the use of proceeds from home
sales business operations.

The Debtor is party to certain project finance loan agreements
with a number of commercial banks, including Bank of Coweta,
BB&T, Colonial Bank NA and Community Capital Bank.

The loan obligations are secured by the Debtor's developed
residential lots and homes, totaling approximately $26.5 million
in the aggregate.

Headquartered in Fayetteville, Georgia, Meyer-Sutton Homes Inc.
and its affiliate, Meyer-Sutton Land Acquisition Inc. --
http://www.meyersutton.com/-- are engaged in the business of
purchasing developed residential lots for speculative and
pre-sold construction.  The companies filed for chapter 11
protection on June 4, 2007 (Bankr. N.D. Ga. Case Nos. 07-11307
and 07-11306).  Christopher S. Strickland, Esq. at Levine,
Block & Strickland, L.L.P. represents the Debtors in their
restructuring efforts.  When they filed for bankruptcy,
Meyer-Sutton Homes listed assets and debts between $10 million
to $50 million while Meyer-Sutton Land listed assets and debts
between $1 million to $10 million.


MILA INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: M.I.L.A., Inc.
        6021 244th Street Southwest
        Mountlake Terrace, WA

Bankruptcy Case No.: 07-13059

Type of business: Doing business as Mortgage Investment Lending
                  Associates, the Debtor is an e-commerce mortgage
                  solutions provider who utilizes AccessPoint, a
                  proprietary e-commerce portal, to help mortgage
                  brokers, realtors and bankers fulfill customized
                  residential home loans.  See
                  http://www.mila.com/

Chapter 11 Petition Date: July 2, 2007

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Christine M. Tobin, Esq.
                  James L. Day, Esq.
                  Bush, Strout, & Kornfeld
                  601 Union Street, Suite 5500
                  Seattle, WA 98101-2373
                  Tel: (206) 292-2110

Total Assets: $7,886,962

Total Debts:  $174,730,413

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Residential Funding         specific               $79,040,000
Corporation                 mortgage loans;
Accounts Receivable         value of
1646 North California       security:
Boulevard, Suite 400        $78,540,000
Walnut Creek, CA
94596
c/o Wes Bonine
Residential Funding
Corporation
Accounts Receivable
1646 North California
Boulevard, Suite 400
Walnut Creek, CA
94596
Tel: (952) 857-6865

Bear Stearns                repurchase             $21,000,000
Attention: Anne Kihagi      obligation
3210 Beltline Road,
Suite 136
Dallas, TX 75234-2324
c/o Anne Kihagi
Bear Stearns
3210 Beltline Road,
Suite 136
Dallas, TX 75234-2324
Tel: (415) 772-3205
Fax: (415) 249-8568

G.M.A.C./R.F.C.             repurchase             $10,500,000
Attention: Kelly Kratz      obligation
Residential Funding
Corp./ Alternet Group
One Meridian Crossing,
Suite 100
Minneapolis, MN 55423
c/o Kelly Kratz
Residential Funding
Corp./ Alternet Group
Minneapolis, MN 55423
Tel: (952) 979-2771
Fax: (952) 238-8695

Goldman Sachs Mortgage      repurchase              $6,800,000
Company                     obligation
Attention: Marc Flamino
85 Broad Street
New York, NY 10004
c/o Marc Flamino
Goldman Sachs Mortgage
Company
85 Broad Street
New York, NY 10004
Tel: (212) 357-4727
Fax: (212) 902-1691

Nomura Securities           repurchase              $6,700,000
Attention: Donald           obligation
McCabe
2 World Financial C.T.R.
Building B
New York, NY 10281
c/o Donald
McCabe
Nomura Securities
2 World Financial C.T.R.
Building B
New York, NY 10281
Tel: (212) 667-2088

Wachovia Mortgage Corp.     repurchase              $4,700,000
Attention: Rick Newton      obligation
201 South College Street
Charlotte, NC 28288-2089
c/o Rick Newton
Wachovia Mortgage Corp.
201 South College Street
Charlotte, NC 28288-2089
Tel: (704) 715-7006

Deutsche Bank               repurchase              $4,000,000
Attention: Paul Mangione    obligation
31 West 52nd Street
3rd Floor, NYC01-0304
New York, NY 10019
c/o Paul Mangione
Deutsche Bank
31 West 52nd Street
3rd Floor, NYC01-0304
New York, NY 10019
Tel: (212) 250-5786
Fax: (732) 578-3764

D.B. Structured Products,   repurchase              $4,000,000
Inc.                        obligation
Attention: Michael
Commaroto
60 Wall Street,
19th Floor
New York, NY 10005
c/o Michael
Commaroto
D.B. Structured Products,
Inc.
60 Wall Street, FL 19
New York, NY 10005
Tel: (212) 250-3978

Credit Swiss First Boston   repurchase              $3,800,000
Mortgage Capital            obligation
Attention: Joan Van
Nostrand
302 Carnegie Center,
2nd Floor
Princeton, NJ 08540
c/o Joan Van Nostrand
Credit Swiss First Boston
Mortgage Capital
302 Carnegie Center,
2nd Floor
Princeton, NJ 08540
Tel: (212) 325-528
Fax: (212) 743-4970

Countrywide Home Loans      repurchase              $3,500,000
Attention: Paul Cassidy     obligation
Document Management
SV2-28
1800 Tapo Canyon
Simi Valley, CA 93063
c/o Paul Cassidy
Countrywide Home Loans
Document Management
SV2-28
1800 Tapo Canyon
Simi Valley, CA 93063
Tel: (818) 316-8086

Citimortgage-Home Equity    repurchase              $3,000,000
Attention: Gary Paul        obligation
1000 Technology Drive
Mail Station: 758
O'Fallon, MO 63368-2240
c/o Gary Paul
1000 Technology Drive
Mail Station: 758
O'Fallon, MO 63368-2240
Tel: (307) 886-5526

CitiFinancial Mortgage      repurchase              $2,100,000
Co., Inc.                   obligation
Attention: Troy Kilbreath
8333 Ridgepoint Drive,
Building 3
Irving, TX 75063
c/o Troy Kilbreath
CitiFinancial Mortgage
Co., Inc.
8333 Ridgepoint Drive,
Building 3
Irving, TX 75063
Tel: (636) 261-4940

Banc America Leasing &      furniture &             $2,639,000
Capital                     computer
One Financial Plaza,        equipment;
5th Floor                   value of
Providence, RI 02903        security:
c/o Kevin Johnson           $700,000
Banc America Leasing &
Capital
One Financial Plaza,
5th Floor
Providence, RI 02903
Tel: (206) 358-7366
Fax: (800) 238-3737

Indymac Bank, F.S.B.        repurchase              $2,000,000
888 East Walnut Street      obligation
Pasadena, CA 91101
c/o Jim Banks
Indymac Bank, F.S.B.
888 East Walnut Street
Pasadena, CA 91101
Tel: (800) 669-2300,
(extension: 8007)

Layne E. Sapp               satisfied               $1,850,000
6021 244th Street           guarantee
Southwest                   of LOC to
Mountlake Terrace,          secure
WA 98043                    Debtor's
c/o Layne E. Sapp           lease
6021 244th Street           obligations
Southwest
Mountlake Terrace,
WA 98043

Aurora Loan Services        repurchase                $500,000
Attention: Leslie           obligation
Zahler
10350 Park Meadows
Drive, 4th Floor
Littleton, CO 80124
c/o Leslie
Zahler
Aurora Loan Services
10350 Park Meadows
Drive, 4th Floor
Littleton, CO 80124
Tel: (720) 945-4080

H.S.B.C. Bank U.S.A.,       repurchase                $400,000
N.A.
Joe Little
452-5th Avenue,
10th Floor
New York, NY 10018
c/o Joe Little
H.S.B.C. Bank U.S.A.,
N.A.
452-5th Avenue,
10th Floor
New York, NY 10018

American Portfolio          repurchase                $250,000
Mortgage Corp.
Attention: Paul Kessel
1250 West Northwest
Highway, Suite 300
Palatine, IL 60067
Attention: Paul Kessel
American Portfolio
1250 West Northwest
Highway, Suite 300
Palatine, IL 60067
Tel: (212) 713-2779
Fax: (212) 713-4533

U.B.S. Real Estate          repurchase                $200,000
Securities

United Mortgage             repurchase                $110,000


MORTGAGE NOTES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Mortgage Notes, Inc.
        10210 North 32nd Street, Suite 203
        Phoenix, AZ 85028

Bankruptcy Case No.: 07-03071

Chapter 11 Petition Date: June 29, 2007

Court: James M. Marlar

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $3,255,750

Total Debts:  $515,000

The Debtor does not have any creditors who are not insiders.


MOUNTAIN INT'L: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mountain International Trucks, Inc.
        dba Mountain International
        US Route 60 East, P.O. Box 71
        Lewisburg, WV 24901
        Tel: (304) 536-2000

Bankruptcy Case No.: 07-50156

Type of business: The Debtor is an international truck and bus
                  dealer.  See
                  http://www.mountaininternational.com/

Chapter 11 Petition Date: July 2, 2007

Court: Southern District of West Virginia (Beckley)

Judge: Ronald G. Pearson

Debtor's Counsel: John A. Rollins, Esq.
                  Lewis, Glasser, Casey, & Rollins, P.L.L.C.
                  Suite 700, B.B.&T.
                  P.O. Box 1746
                  Charleston, WV 25326
                  Tel: (304) 345-2000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Reynolds Truck Equipment                              $200,563
P.O. Box 385
Allen, KY 41601

J.&J. Truck Equipment,                                 $58,190
Inc.
P.O. Box 116
Boswell, PA 15531-0116

Whayne Supply Company                                  $62,712
P.O. Box 35900
Louisville, KY

Cummins Crosspoint, L.L.C.                             $51,494

Baker Truck Equipment, Inc.                            $51,015

Adam's Enterprises, Inc.                               $39,075

Carter Machinery Co., Inc.                             $30,297

Noble Brothers                                         $27,935
Fabrication

Karmac                                                 $26,409

W.R. Murdock & Sons, Inc.                              $25,840

Steptoe & Johnson,                                     $22,708
P.P.L.C.

Steve's Auto Parts, Inc.                               $22,708

Dell Account                                           $18,034

Navistar Leasing                                       $18,140

D.P. Solutions, Inc.                                   $17,007

Honeywell Silent Witness,                              $16,245
Inc.

OX Bodies, Inc.                                        $14,180

Mountain Enterprises,                                  $13,513
Inc.

Exxonmobile                                            $12,311

United Talent, L.L.C.                                  $11,611


MOVIE GALLERY: In Talks with Lenders on Plan to Cure Defaults
-------------------------------------------------------------
Movie Gallery Inc. is in discussions with its lenders regarding
inability to meet the financial covenants contained in the senior
credit facility for the fiscal quarter ending July 1, 2007, and it
intends to work closely with them to develop a plan to remedy the
defaults, which may include seeking a waiver, amendment,
forbearance or similar agreement.

The company has also notified the administrative agent for its
senior credit facility, Goldman Sachs Credit Partners L.P.

The company also reported that Bill Kosturos, a managing director
at restructuring and corporate advisory firm Alvarez & Marsal, has
resumed his role as chief restructuring officer of the company.

Alvarez & Marsal was retained by Movie Gallery in 2006 to bolster
the company's accounting and finance functions and assist in
improving the company's overall operating performance.  Alvarez &
Marsal's responsibilities have expanded to include helping the
company evaluate available strategic and restructuring
alternatives.

In addition to Alvarez & Marsal, the company hired Lazard Freres &
Co. LLC to serve as an independent financial advisor to the
company.

The company plans to operate its business without interruption
while it engages in discussions with its lenders and evaluates
strategic and restructuring alternatives.  To facilitate this, the
company has fully drawn the remaining availability under its
revolver and currently has liquidity consisting of approximately
$50 million of cash on hand.

Moreover, the company will continue to take actions to conserve
cash and improve profitability.  These initiatives include
accelerating the closure of unprofitable stores, consolidating
stores in certain markets, realigning the company's cost structure
to better reflect its reduced size, and seeking a more competitive
capital structure.

The company intends to consider a number of alternatives,
including asset divestitures, recapitalizations, alliances with
strategic partners, and a sale to or merger with a third party.
The company does not intend to comment further with respect to its
evaluation process of strategic and restructuring alternatives
until its conclusion.

"While we expected the rental industry to be soft in the first
half of 2007, our results for the first two months of the year
were slightly ahead of our refinancing plan," Joe Malugen,
chairman, president and chief executive officer of Movie Gallery,
said.  "However, during the last four months, we have experienced
a sharp decline in our rental business, which has put unexpected
pressure on our financial performance.  With the help of our
advisors, we are actively pursuing every avenue to restore the
financial soundness of the company.  We are committed to working
with our lenders and other stakeholders in a transparent way to
remedy the current situation."

                        About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery, (Nasdaq: MOVI) --
http://www.moviegallery.com/-- is a provider of in-home movie and
game entertainment in the United States.  It operates over 4,600
stores in the United States, Canada, and Mexico under the Movie
Gallery, Hollywood Entertainment, Game Crazy, and VHQ banners.

                           *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Moody's Investors Service upgraded the rating on Movie Gallery
Inc.'s $100 million senior secured credit facility to B1 and
affirmed all its other ratings after the companies revision of its
new capital structure and change in the terms of the revolving
credit facility.  The rating outlook remains positive.


NASDAQ STOCK: May Oppose Borsa Italiana Deal, Says LSE
------------------------------------------------------
The London Stock Exchange is wary over the likelihood of Nasdaq
Stock Exchange, which owns 30% of LSE, to start an opposition over
a $1.1 billion merger deal between LSE and Borsa Italiana, owner
of the main Italian stock exchange, David Prosser of the Gulf
Daily News reports.

However, Nasdaq would need more than the support of other
shareholders to prevent LSE's takeover of Borsa, Mr. Prosser
observes.

Legal advisers, Mr. Prosser relates, have informed LSE that the
deal needed approval from 50% of the shareholders, and not the
usual 75% clearance rate for deals entailing companies to rewrite
their memoranda of understanding.

Under the terms of the offer, Borsa Italiana shareholders will be
offered LSE ordinary shares for each existing Borsa ordinary
share, diluting Nasdaq's stake of the combined company to 22%.

Nasdaq is mulling over a possible sale of its stake in LSE, Mr.
Prosser reports.  Nasdaq is also waiting for NYSE Euronext, the
world's largest stock exchange, to counter-bid for Borsa.

                           About Nasdaq

The Nasdaq Stock Market Inc. (Nasdaq: NDAQ) --
http://www.nasdaq.com/-- is the largest electronic equity
securities market in the United States with about 3,200 companies.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Service confirmed the Ba3 ratings of The NASDAQ
Stock Market Inc. following NASDAQ's Feb. 10 disclosure that its
Final Offer to acquire the LSE has lapsed.  NASDAQ's rating
outlook is stable.


NASDAQ STOCK: Inks Pact to Acquire Directors Desk
-------------------------------------------------
The Nasdaq Stock Market, Inc. entered into a definitive agreement
to acquire Directors Desk(sm).

The acquisition of Directors Desk follows closely on the heels of
NASDAQ's recent launch of Board Recruiting, an online matching
service for companies and board members.  Directors Desk will be
part of a new service category in NASDAQ's Corporate Client Group,
further establishing NASDAQ's presence as a strategic service
provider to corporate boards.  Terms of the transaction were not
disclosed.

"Efficient and effective communication has become an increasingly
difficult task at the board level in an environment where
corporations and board members must manage more information that
is increasing in complexity," Bruce Aust, Executive Vice President
of NASDAQ, commented.  "Directors Desk helps streamline the day-
to-day functions of board management and eases the burden on
directors so that they can focus on the information that is most
critical to decision making."

Aust continued, "We chose Directors Desk because we believe it has
the best capabilities and features of any company in the category,
with the technology to develop more services as the needs of a
board evolve and change."

"Directors Desk recognized early on that forward-thinking boards
would need better tools to truly advance the board function,"
Howard Breindel, President of Directors Desk, said.  "In a fast
evolving corporate governance environment, we are offering the
right product at the right time,"

He continued, "NASDAQ was the perfect fit for us given their
relationships with public companies, their philosophy to help
companies manage their public responsibilities, and their global
brand."

According to the Society of Corporate Secretaries and Governance
Professionals, one in five boards in the U.S. currently use board
portals.

Directors Desk services are delivered through a secure online
workspace.  Functionality and features include automated record
keeping to satisfy regulatory requirements, online discussions,
voting and surveys, document management such as online board
books, calendar and event management and web conferencing.
Directors Desk, founded in 2003, currently serves more than 1,000
board members globally across industries including healthcare,
technology, financial services, consumer products and
transportation.

The transaction is expected to close early in the third quarter of
2007.

                      About Directors Desk

Directors Desk empowers boards to be as effective as possible in
executing their responsibilities.  Directors Desk was founded in
2003 by a team of corporate governance and technology specialists.
Today, its solutions are used by more than 1,000 directors around
the world.  The flagship Directors Desk product for public
corporations offers a flexible and feature-rich communications
tool for corporate boards.  Its powerful, end-to-end, secure
infrastructure lets board members communicate and exchange
information online.

                           About Nasdaq

The Nasdaq Stock Market Inc. (Nasdaq: NDAQ) --
http://www.nasdaq.com/-- is the largest electronic equity
securities market in the United States with about 3,200 companies.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Service confirmed the Ba3 ratings of The NASDAQ
Stock Market Inc. following NASDAQ's Feb. 10 disclosure that its
Final Offer to acquire the LSE has lapsed.  NASDAQ's rating
outlook is stable.


NELLSON NUTRACEUTICAL: Alvarez & Marsal OK'd as Financial Advisor
-----------------------------------------------------------------
Nellson Neutraceutical Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for authority to employ Alvarez & Marsal
Securities LLC as its financial advisor.

As reported in the Troubled Company Reporter on May 8, 2007, if
the Debtor pursues a sale transaction, A&M is expected to:

       i. if necessary, assist in preparing an offering
          memorandum, with any amendments and supplements thereto,
          for distribution and presentation to prospective
          purchasers;

      ii. assist in soliciting interest in a transaction among
          prospective purchasers;

     iii. assist in evaluating proposals received from prospective
          purchasers;

      iv. if necessary, assist in preparing due diligence
          materials or presentations to prospective purchasers;

       v. advise the Debtor as to the structure of the Sale
          Transaction, including the valuation of any non-cash
          consideration;

      vi. assist in negotiating the financial terms and structure
          of a Sale Transaction; and

     vii. provide other financial advisory service and investment
          banking services reasonably necessary to accomplish the
          foregoing and consummate a Sale Transaction.

The Debtor will pay A&M $100,000 per month for a minimum of four
months, plus transaction success fees equal to 1% of the aggregate
gross consideration of any and all sale transactions.  In
addition, A&M will be reimbursed for reasonable out-of-pocket
expenses incurred in connection with the firm's assignment.

To the best of the Debtor's knowledge, A&M does not hold or
represent any interest adverse to its estate, its creditors or
other parties-in-interest.

The firm can be reached at:

            James D. Decker
            Managing Director
            Alvarez & Marsal Securities, LLC
            3399 Peachtree Road Northeast
            Atlanta, Georgia 30326
            Tel: (212) 759-4433
            http://www.alvarezandmarsal.com/

                   About Nellson Nutraceutical

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Lawyers at Young,
Conaway, Stargatt & Taylor, LLP, represent an informal committee
of which General Electric Capital Corporation and Barclays Bank
PLC are members.  In its Schedules of Assets and Liabilities filed
with the Court, Nellson Nutraceutical reports $312,334,898 in
total assets and $345,227,725 in total liabilities when it filed
for bankruptcy.


NEWCOMM WIRELESS: Lopez-Zambrana Approved as Special Tax Counsel
----------------------------------------------------------------
NewComm Wireless Services, Inc., has obtained approval from
the U.S. Bankruptcy Court for the District of Puerto Rico to
employ Manuel Lopez-Zambrana, P.S.C., as its special tax
counsel effective May 25, 2007.

Mr. Lopez-Zambrana will:

    (i) identify and resolve all tax related issues in
        connection with the sale of the Debtor to PRWireless;
        and

   (ii) identify and resolve all tax related issues in
        connection with the Debtor's plan and disclosure
        statement.

Mr. Lopez-Zambrana will bill the Debtor in tenths of hours.  His
hourly rate is $240.

The counsel can be reached at:

      Manuel Lopez Zambrana, P.S.C.
      PMB 325, 1357
      Ashford Avenue
      Suite 2
      San Juan, Puerto Rico 00907
      Tel: 787-641-7265
      Fax: 787-641-7268

                    About NewComm Wireless

Based in Guaynabo, Puerto Rico, NewComm Wireless
Services Inc. is a PCS company that provides wireless service
to the Puerto Rico market.  The company is a joint venture
between ClearComm, L.P. and Telefonica Larga Distancia.  The
company filed for chapter 11 protection on Nov. 28, 2006
(Bankr. D. P.R. Case No. 06-04755).  Carmen D. Conde Torres,
Esq., at C. Conde & Assoc. and Peter D. Wolfston, Esq., at
Sonnenschein Nath & Rosenthal LLP represent the Debtor in its
restructuring efforts.  Mark J. Wolfson, Esq. at Foley &
Lardner LLP and Sergio A. Ramirez de Arellano, Esq., at Sergio
Ramirez de Arrelano Law Office represent the Official
Committee of Unsecured Creditors.  In its schedules, the
Debtor disclosed total assets of $111,652,190 and total
debts of $190,695,559.


NORTH OAKLAND: Poor Performance Cues Moody's to Bond Rating
-----------------------------------------------------------
Moody's Investors Service downgraded the bond rating of North
Oakland Medical Center to B1 from Ba3.  The rating remains on
Watchlist for possible further downgrade.

The rating downgrade is primarily due to NOMC's continued decline
in operating performance in fiscal year 2006 and through five
months interim 2007 as well as NOMC's decline in unrestricted
liquidity since fiscal year end 2005.  The continued Watchlist
status reflects NOMC's ongoing operating challenges and two
outstanding items that NOMC expects to resolve in the coming
weeks.

Specifically Moody's will be assessing the resolution of these
items: management is seeking bond holder waivers for bond covenant
violations based on FY 2006 results; and management currently is
renegotiating contract terms with unions.

                            Legal Security

The bonds are a general obligation of NOMC and a debt service
reserve fund is in place.  NOMC is the only member of the
obligated group.

Interest Rate Derivatives: None.

                              Strengths

-- New senior management team, most of whom had significant
    senior level experience at a prominent, highly rated health
    system

-- New strategic alignments with Aa2-rated, multi-state Trinity
    Health System's St. Joseph Mercy Oakland (St. Joseph), which
    also is located in Pontiac, MI

-- Oakland County (general obligation bonds rated Aaa) is a
    wealthy county, which offsets weak demographic characteristics
    in the City of Pontiac somewhat

                             Challenges

-- The City of Pontiac, MI is an economically weak service area
    with stagnant population trends and a median income level well
    below state and national averages

-- In-town competition from two additional acute care hospitals -
    19,000-admission St. Joseph and 6,000-admission, Ba1-rated
    Pontiac Osteopathic Hospital - in a market that may not be
    able to sustain three viable acute care facilities in the
    long-term

-- Multi-year declines in inpatient and surgical volumes
    contributing to multiple years of operating losses and very
    weak operating results in unaudited FY 2006 (-1.0% operating
    cash flow margin)

-- Liquidity measures have deteriorated since FYE 2005 as cash on
    hand and cash-to-debt decreased to modest 43 days and 26%,
    respectively, at FYE 2006.  Liquidity declines continue
    through five months FY 2007

-- Workforce largely is unionized.  Moody's believes NOMC will
    need to secure concessions from unions in order to ensure the
    system's long-term financial viability

                     Recent Developments/Results

NOMC's operating performance weakened in 2006, which is a key
credit concern.  In unaudited FY 2006, NOMC recorded an operating
loss of $9.5 million (-8.2% operating loss margin) and negative
operating cash flow of -$1.2 million (-1.0% operating cash flow
margin).  FY 2006 represents the tenth consecutive year of
operating loss, and the first year of negative operating cash flow
since FY 1999.  Poor operating performance continues through five
months FY 2007, as NOMC recorded an operating loss of -$4.8
million (-11.1% margin) and negative operating cash flow of
-$1.7 million (-4.0% margin) in the interim period.

The continued weakening of operating results in FY 2006 and
interim FY 2007 is due to a number of factors, including:

   i. a sharp decline in inpatient admissions (-8.2% in 2006) and
      surgical volumes (-27.2% in 2006);

  ii. an increase in premium labor; and

iii. approximately $429,000 in "separation agreement" expenses
      associated with the severance packages of recently departed
      former NOMC senior management staff.

Moody's notes that the decrease in patient volumes is due, in
part, to NOMC's new management team decision to eliminate 11
employed physician contracts and drop a residency program, which
management believes are necessary steps needed to reduce expenses
and generate positive operating cash flow.

NOMC's cash position weakened in FY 2006 and in interim FY 2007
due to poor operating performance.  At unaudited FYE 2006, NOMC's
unrestricted cash and investments decreased to $14 million from
$17.4 million at FYE 2005.  As a result, cash on hand decreased to
a modest 43 days from 51 days and cash-to-debt weakened to 26%
from 31%.  Unrestricted cash continues to decline in interim FY
2007, measuring $10.7 million at May 31, 2007, translating to a
thin 36 days cash (annualized) and weak 20% cash-to-debt.  NOMC's
current liquidity position is a material credit concern.
Likewise, NOMC's debt ratios are very weak.  Based on FY 2006
results, debt-to-cash flow weakened to -19.6 times (due to
negative cash flow generation) from 50.2 times in FY 2005 and peak
debt service coverage decreased to a very weak .1 times in FY 2006
from 1 times in FY 2005.

NOMC violated debt service coverage covenants as a result of the
poor performance in FY 2006.  Consequently, NOMC will need to
receive waivers from bond holders.  NOMC management is meeting
with bondholders and expects to receive waivers later in the
summer.

NOMC's CEO has been with the organization since June 2006.  Since
that time, the new CEO has replaced virtually all of NOMC's senior
management team.  Most of the new senior staff, including the CEO,
held management positions with the prominent Aa3-rated William
Beaumont Hospitals system in suburban Detroit.  We view the new
management team as a credit positive for NOMC.  Nevertheless, the
new management team faces considerable challenges to improve
performance at NOMC.

Key turnaround initiatives include:

   i. recent agreement to collaborate on key services with Trinity
      Health's St. Joseph facility, which eliminate redundancies
      in the Pontiac market, such as NOMC moving all pediatric and
      newborn delivery services to St. Joseph;

  ii. NOMC will convert its old pediatric unit to a secure medical
      unit in an agreement with the Oakland County Sheriff
      Department;

iii. labor cost savings, such as benefit cost reductions, reduced
      paid time off, and the elimination of approximately 130
      full-time equivalent positions; and

  iv. enhancement of radiation therapy, inpatient and outpatient
      diagnostic, and surgical services.

The costs associated with these turnaround efforts contributed to
NOMC's poor operating results and liquidity decline in FY 2006 and
through five months FY 2007.

                             Outlook

The continued Watchlist status reflects NOMC's ongoing operating
challenges, the need to receive bond holder waivers for bond
covenant violations, and management's current efforts to
renegotiate union contract terms successfully.  Management expects
resolution of these two latter items in the coming weeks.  Moody's
expects to reevaluate the rating within the next 90 days, as is
typical for the Watchlist period.

What could change the rating--UP

Significant and sustained improvement in operating performance;
material improvement in liquidity ratios; stability in volumes;
demonstration of an ability to reinvest in the facility's physical
plant to remain competitive; successful renegotiation of
collective bargaining agreements

What could change the rating--DOWN

Continued operating losses; an increase in debt; continued decline
in liquidity; inability to achieve targeted union concessions or
receive waivers from bond holders

                        Key Indicators

Assumptions & Adjustments:

-- Based on Pontiac General Hospital and Medical Center, Inc.
    (d/b/a North Oakland Medical Centers)

-- First number reflects audited FY 2005 for the year ended
    Dec. 31, 2005

-- Second number reflects unaudited FY 2006 for the year ended
    Dec. 31, 2006

-- Investment returns reclassified as non-operating revenue and
    smoothed at 6%

Inpatient admissions:

-- 8,325; 7,642

Total operating revenues:

-- $123.9 million; $114.9 million

Moody's-adjusted net revenues available for debt service:

-- $4.6 million; $382,000

Total debt outstanding:

-- $55.4 million; $54.1 million

Maximum annual debt service:

-- $4.8 million; $4.8 million

MADS Coverage with reported investment income:

-- 1.09 times; -0.05 times

Moody's-adjusted MADS Coverage with normalized investment income:

-- 0.97 times; 0.08 times

Debt-to-cash flow:

-- 50.2 times; -19.6 times

Days cash on hand:

-- 50.8 days; 42.8 days

Cash-to-debt:

-- 31.4%; 25.9%

Operating margin:

-- 4.9%; -8.2%

Operating cash flow margin:

-- 2.2%; -1.0%

Rated Debt (debt outstanding as of Dec. 31, 2005)

Issued through Pontiac Hospital Finance Authority:

-- Series 1993 Revenue Bonds ($40.8 million outstanding), rated
    B1


NORTHWEST AIRLINES: AMFA Gives Management "No Confidence" Vote
--------------------------------------------------------------
The national executive council of the Aircraft Mechanics Fraternal
Association working for Northwest Airlines Corp. approved a "no
confidence" vote in the carrier's executive management team.

In a letter to the AMFA members, Ted Ludwig, president of the AMFA
Local 33 union, stressed that employee morale continues to be low
as long as the airline persists in keeping its operations lean.

"We have known for multiple months now that the Executive
Management Team (EMT) has been running the carrier on ultra lean,
expecting their employees to continue to do more with less."

According to Mr. Ludwig, a "highly stressed" maintenance
department contributed to the company's deterioration of its stock
prices, other than having fewer pilots.  "No one should be
surprised that an airline that once employed 8,000 experienced
technicians and currently employs 800 would be unable to
consistently provide reliable scheduled service," Mr. Ludwig
complains.

"In bankruptcy, the NWA EMT showcased their expertise in stripping
the dignity and financial security from their employees.  The NWA
EMT has also lavishly rewarded themselves with millions in bonuses
and stock options, illustrating their prowess at managing their
own financial affairs.  However, what they have failed to
demonstrate pre or post bankruptcy is their ability to
successfully manage an airline."

Mr. Ludwig continues, "It is with this abysmal history of
mismanagement in mind that the AMFA National Executive Council has
unanimously passed a vote of no confidence in this management
team.  Doug Steenland and his management team have significantly
harmed the relationship with their employees.  We cannot help but
question whether this EMT can repair that relationship and return
our airline to the operational stability it needs to survive."

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.
When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.

                           *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on Northwest
Airlines Corp. and its Northwest Airlines Inc. subsidiary,
including raising the long-term corporate credit ratings on both
entities to 'B+' from 'D', following their emergence from Chapter
11 bankruptcy proceedings.  The rating outlook is stable.


OPTIMA OIL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Optima Oil Enterprises Inc.
        4000 Washtenaw
        Ann Arbor, MI 48108

Bankruptcy Case No.: 07-52701

Chapter 11 Petition Date: June 29, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Donald C. Darnell, Esq.
                  Darnell & Lulgjuraj, P.C.
                  311 Weiser Way
                  Chelsea, MI 48118
                  Tel: (734) 433-0816

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ORECK CORP: Weak Liquidity Position Cues S&P to Junk Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Oreck Corp to 'CCC-' from 'CCC+'.  At the same time,
S&P lowered the ratings on the company's existing senior secured
bank facility to 'CCC-' from 'CCC+', the same as the corporate
credit rating, with a recovery rating of '4', indicating the
expectation for average (30%-50%) recovery if a payment default
were to occur.

In addition, S&P withdrew the ratings on the New Orleans,
Louisiana-based company's proposed $200 million first- and second-
lien senior secured credit facilities because this financing was
never completed.  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, with continued lack of access to a revolving
credit facility and with no viable near-term financing
alternatives following the news that its previously proposed
refinancing has been cancelled," explained Standard & Poor's
credit analyst Christopher Johnson.


PARMALAT SPA: Court Allows Investors to Pursue Securities Action
----------------------------------------------------------------
The Honorable Lewis Kaplan of the U.S. District Court for the
Southern District of New York, the federal judge overseeing the
securities class action against Italian dairy giant Parmalat
Finanziaria S.p.A., has soundly rejected the company's motion to
dismiss the case brought by investors.

The investor class seeks to recover billions of dollars in claims
against Parmalat tied to a massive and complex accounting fraud
that led to its bankruptcy in 2003.

Following a corporate reorganization, the management of so-called
"New Parmalat" had argued that because the alleged fraud had been
committed by the previous entity -- "Old Parmalat" -- investor
claims brought in 2004 were invalid.

Dismissing that argument, Judge Kaplan issued a ruling on
June 28, 2007 that under Italian law, New Parmalat inherited the
liabilities of Old Parmalat.

Judge Kaplan also rejected New Parmalat's arguments that investor
claims were barred by the statute of limitations or because
certain lead plaintiffs had asserted claims in Parmalat's
reorganization proceedings in Italy.

In his decision, Judge Kaplan explained, "New Parmalat asserts
that it 'did not assume the pre-insolvency acts of the Foreign
Debtors.'  But the issue is not the assumption of acts.  It is the
assumption of liability for those acts."

"New Parmalat suggests that it is being asked to bear more
responsibility than it agreed to undertake.  But it is not ...
they (the Plaintiffs) seek only to hold New Parmalat to the terms
of the Concordato," contends Judge Kaplan.

The plaintiffs are represented by co-lead counsel Grant &
Eisenhofer P.A., Cohen, Milstein, Hausfeld & Toll, P.L.L.C., and
Spector, Roseman & Kodroff, P.C.

According to Stuart Grant of Grant & Eisenhofer, the decision is a
major milestone in this sprawling litigation, which extends to
Parmalat's former auditors and investment banks as well as the
company's previous management and board of directors.

"As Parmalat has admitted that its former top officers engaged in
fraudulent conduct and that its financial statements were
materially misstated, New Parmalat appears to have no defense left
to our clients' claims.  Judge Kaplan's decision paves the way for
a substantial recovery against New Parmalat under the terms of the
Concordato," Mr. Grant said.

"This latest decision appears to knock out all the legal defenses
that New Parmalat has raised against investors.  Since it has no
factual defense against our clients' claims, as the company has
already admitted that the fraud occurred, it seems the only thing
remaining is determining the level of judgment against Parmalat,"
said Mr. Grant.

                        About Parmalat

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

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

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

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

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

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


PETROLEUM GEO: Establishes New $950 Million Credit Facility
-----------------------------------------------------------
Petroleum Geo-Services ASA, on June 29, 2007, completed the
process to establish a new senior secured credit facility.  The
total facility amount of $950 million consists of an eight-year
$600 million term loan B and a five-year $350 million revolving
credit facility.

The term loan B, which has no financial maintenance covenants, has
a floating interest rate of LIBOR + 175 basis points.  The company
expects to enter into interest rate derivatives agreements for a
portion of the loan to change all or parts of its interest rate
exposure from floating to fixed interest rate.

The proceeds together with available cash have been used to repay
and cancel the company's previous senior secured credit facility,
which consisted of a $244 million term loan B and a $150 million
revolving credit facility and to pay the purchase consideration
for the acquisition of MTEM Limited.  It will further be used to
fund the payment of about $300 million of special dividend
approved by the annual general meeting held June 15, 2007, and for
general corporate purposes.

                      About Petroleum Geo

Petroleum Geo-Services (OSE: PGS) (NYSE: PGS) --
http://www.pgs.com-- is a focused geophysical company providing a
broad range of seismic and reservoir services, including
acquisition, processing, interpretation, and field evaluation. The
company also possesses the world's most extensive multi-client
data library. PGS operates on a worldwide basis with headquarters
at Lysaker, Norway.

                        *     *     *

As reported in the Troubled Company Reporter on June 14, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on geophysical company Petroleum Geo-Services ASA.

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

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


PSS WORLD: Invests $22.5 Million in athenahealth
------------------------------------------------
PSS World Medical Inc. made a $22.5 million equity investment,
about 5% of current outstanding shares, in athenahealth Inc.

The company purchased shares of athenahealth from existing
shareholders.

Additionally, the company's physician business, physician sales
& service, has entered into a two-year exclusive distribution
agreement with athenahealth to market its web-based practice
management, billing and electronic medical record solutions to the
U.S. physician market.  athenahealth will also provide enhanced
product and customer support services to the company's physician
customers.  Future product developments are expected to integrate
customer ordering and inventory management functionality into
athenahealth's existing service offering.

David A. Smith, chairman and chief executive officer of PSS World
Medical Inc., commented, "PSS and athenahealth have joined to
deliver an innovative and low-cost revenue cycle solution to
alleviate the complexity of insurance companies' reimbursement to
physicians.  Additionally, athenahealth's new EMR system goes
beyond automation to also eliminate all paperwork generated from
vendors outside of the physician office."

David M. Bronson, executive vice president and chief financial
officer of PSS World Medical Inc., commented, "The investment we
are making in athenahealth will more closely align the objective
of the two companies in serving the physician market, and will
also allow our shareholders to more fully participate in the
success we anticipate in working together with athenahealth."

                        About athenahealth

Watertown, Massachusetts-based athenahealth Inc. --
http://www.athenahealth.com/-- provides internet-based business
services for physician practices.  The company's service offerings
are based on proprietary web-native practice electronic medical
record  software.

                         About PSS World

Based in Jacksonville, Florida, PSS World Medical Inc. (NASDAQ:
PSSI) -- http://www.pssworldmedical.com/-- is a national
distributor of medical products to physicians and elder care
providers through its two business units.  Since its inception
in 1983, PSS operated in two market segments focused on customer
services, a consultative sales force, strategic acquisitions,
strong arrangements with product manufacturers and a unique
culture of performance.

                          *     *     *

To date, PSS World Medical Inc. carries Standard & Poor's Ratings
Services' BB long-term foreign and local issuer credit ratings.
The rating outlook remains stable.


QUAKER FABRIC: Defaults on Loan Obligations, Mulls Liquidation
--------------------------------------------------------------
Quaker Fabric Corporation disclosed that it is likely to commence
an orderly liquidation of its business and a sale of its assets
after the company failed to meet the requirements for committed
borrowings under its existing lending facilities.

The company said it continues to talk with each of its existing
lenders about the financing needed to conduct an orderly
liquidation and sale.

In addition, the company said it is actively investigating sources
of alternative liquidity, including debt, equity or a combination
of debt and equity financing.

According to the company, there is significant uncertainty as to
whether it will be able to obtain sufficient liquidity from
alternative sources to continue its operations after its annual
shutdown period, which this year runs from July 2 through
July 15, 2007.

The company expects that any winding up and liquidation would not
generate sufficient funds to permit any payment to holders of its
common stock.

Recently, as part of its overall restructuring plan, the company
agreed to sell two of its facilities in Fall River, Mass., for
a combined purchase price of $7.6 million.

In a deal with Nordic Properties Inc. and Whelan Associates LLC
dated June 11, 2007, the company agreed to sell its 193,000 square
foot Plant J facility located at 81 Ferry Street in Fall River,
Mass., for $3.3 million with an initial deposit of $150,000.
A second deposit of $150,000 is payable at the end of an
inspection period which will expire on Aug. 3, 2007.

Additionally, on May 16, 2007, Quaker Fabric agreed to sell its
186,000 square foot Plant N facility located at 1450 Brayton
Avenue in Fall River, Mass., to M/K Brayton LLC Inc. for
$4.3 million.  The sale calls for a deposit of $200,000 with a
90-day inspection period expiring on Aug. 15, 2007.

Both transactions are expected to close no later than Sept. 5,
2007.

In its latest 10-Q filing, Quaker Fabric reported a net loss of
$5,115,000 on net sales of $32,596,000 for the three months ended
March 31, 2007, compared to net loss of $4,135,000 on net sales
of $46,280,000 for the three months ended April 1, 2006.

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- engages in the design,
manufacture, and marketing of woven upholstery fabrics primarily
for residential furniture manufacturers and jobbers.  It also
develops and manufactures specialty yarns, including chenille,
taslan, and spun products for use in the production of its
fabrics, as well as for sale to distributors of craft yarns, and
manufacturers of home furnishings and other products.

Quaker Fabric Corporation sells its products through sales
representatives and independent commissioned sales agents in the
United States, Canada, Mexico, and internationally.


RADIATION THERAPY: Completes $50 Million Credit Facility Expansion
------------------------------------------------------------------
Radiation Therapy Services Inc. has closed a $50 million expansion
of its credit facility by exercising the Term B accordion feature.

The participants in the credit facility expansion include members
of the senior bank lending group, existing institutional investors
and other participating financial institutions.

The company used the proceeds of the Term B expansion to pay down
its revolving credit facility, after which the outstanding
balances of the Term B financing were $148.1 million and the
revolving credit facility were $29.2 million.  The current
availability under the revolving credit facility is
$110.5 million.

"We are extremely pleased with the continued high level of
support provided by our banking and institutional partners," David
N.T. Watson, executive vice president and chief financial
officer, stated.  This additional access to capital will support
the company's continued expansion within our existing markets as
well as entry into new local markets."

Based in Fort Myers, Florida, Radiation Therapy Services Inc.
(Nasdaq: RTSX) -- http://www.rtsx.com/-- operates radiation
treatment centers under the name 21st Century Oncology.  The
company is a provider of radiation therapy services to cancer
patients.  The company's 80 treatment centers are clustered into
25 local markets in 16 states, including Alabama, Arizona,
California, Delaware, Florida, Kentucky, Maryland, Massachusetts,
Michigan, Nevada, New Jersey, New York, North Carolina,
Pennsylvania, Rhode Island and West Virginia.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2007,
Moody's Investors Service affirmed the B1 Corporate Family Rating
of Radiation Therapy Services, Inc.


RADIO ONE: S&P Holds Ratings and Retains Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including its 'B+' corporate credit rating, on Lantham, Maryland-
based radio broadcaster Radio One Inc. remain on CreditWatch with
negative implications.

"As a result of the company's ongoing operating challenges, credit
protection measures remain below our expectations," said Standard
& Poor's credit analyst Michael Altberg.

Ratings were originally placed on CreditWatch with negative
implications on March 22, 2007, following the company's
announcement that it would delay the filing of its SEC Form 10-K
until the conclusion of an internal review of historical stock
option granting practices for 1999-2005.  Although the company has
filed both its Form 10-K for fiscal year 2006 and its Form 10-Q
for the first fiscal quarter of 2007, the continued CreditWatch
review reflects Radio One's violation of its interest coverage
covenant for the 12 months ended March 31, 2007.

In resolving the CreditWatch listing, Standard & Poor's will
review management's plans for reducing leverage or seeking more
permanent covenant relief in advance of pending step-downs.


REALOGY CORP: Change of Control Offer for Notes Ends
----------------------------------------------------
Realogy Corporation disclosed that its change of control offer
for any and all of its outstanding $250,000,000 principal
amount of Floating Rate Senior Notes due 2009, $450,000,000
principal amount of 6.15% Senior Notes due 2011 and
$500,000,000 principal amount of 6.50% Senior Notes due 2016
expired at 10:00 a.m., New York City time, on Tuesday,
July 3, 2007.  Realogy will not extend the expiration date for
the change of control offer.

As required by the indenture and the Notes, the purchase price
with respect to each series of Notes is equal to 100% of the
principal amount of such series of Notes, plus accrued interest
payable with respect to such series of Notes to July 9, 2007,
which will be the payment date.

Realogy has retained Wells Fargo Bank, National Association to
act as Depositary in connection with the offer.  Questions
regarding how to tender the Notes subject to the change of
control offer and requests for the Change of Control Notice and
Offer to Purchase and other documents may be made to Wells Fargo
Bank, National Association by telephone at (213) 614-2588.

                     About Realogy Corp.

Headquartered in Parsippany, New Jersey, Realogy Corporation
(NYSE: H)-- http://www.realogy.com/-- is real estate franchisor
and a member of the S&P 500.  The company has a diversified
business model that also includes real estate brokerage,
relocation, and title services.  Realogy's world-renowned brands
and business units include CENTURY 21(R), Coldwell Banker(R),
Coldwell Banker Commercial(R), ERA(R), Sotheby's International
Realty(R), NRT Incorporated, Cartus, and Title Resource Group.
Realogy has more than 15,000 employees worldwide.  The company
operates in Australia, Brazil and France.

                           *     *     *

Standard & Poor's downgraded Realogy Corp.'s long-term foreign
and local issuer credit ratings to BB+.


REDDY ICE: $1.1 Bil. GSO Capital Merger Cues S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed all ratings on Reddy Ice
Holdings Inc. and its wholly owned operating subsidiary, Reddy Ice
Corp., including the 'B+' corporate credit rating on Holdings, on
CreditWatch with negative implications.

Approximately $374 million of debt was outstanding as of March 31,
2007.

The CreditWatch listing follows the company's announcement that it
has entered into a definitive merger agreement to be acquired by
certain funds managed by GSO Capital Partners L.P. in an
approximately $1.1 billion transaction.  Under the merger
agreement, the company may solicit proposals for alternative
transactions from third parties for a 45-day period ending Aug.
16, 2007.  Debt financing for the transaction has been committed
by Morgan Stanley Senior Funding Inc.

"Although financing details have yet to be disclosed, we expect
that Reddy Ice's leverage will increase and that its credit
measures will weaken to below current levels," said Standard &
Poor's credit analyst Bea Chiem.

In resolving the CreditWatch listing, Standard & Poor's will meet
with management to discuss the planned transaction and the
company's current operating trends.  The company's debt leverage
and operating strategy after the transaction will be key areas of
focus.


RIVER ROCK: Planned Expansion Prompts S&P's Stable Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
River Rock Entertainment Authority to stable from positive.  At
the same time, Standard & Poor's affirmed its 'B+' issuer credit
rating on the Sonoma, California-based casino operator.

The outlook revision follows the company's recent announcement
that it intends to develop a destination resort at the location of
its existing facility.  Full details are not yet available,
although River Rock announced that the cost of the expansion will
total $376 million, including $76 million associated with
improving the property's infrastructure.  As more information
about the project is released, S&P will be in a better position to
assess the likely return on this investment.  However, this is a
relatively large project for River Rock, and given S&P's
expectation that it will be primarily debt financed, the outlook
revision conveys their position that S&P will not likely consider
an upgrade in the intermediate term.  S&P expect that the
incremental debt financing associated with this project will
result in somewhat weak credit measures for current ratings, but
that they will return to a level in line with the ratings upon
opening of the new facility.


SALVAGE SERVICES: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Salvage Services of America, Inc.
        4539 North Brawley Avenue, Suite 102
        Fresno, CA 93711

Bankruptcy Case No.: 07-11924

Type of business: The Debtor is a salvage service company
                  representing 11 national insurance company
                  contracted for the resale of functional medical
                  equipment and supplies for salvage value.
                  See http://www.salvagingamerica.com/

Chapter 11 Petition Date: June 29, 2007

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: David R. Jenkins, Esq.
                  P.O. Box 1406
                  Fresno, CA 93716

Total Assets:    $301,500

Estimated Debts: $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Ashford                                               $156,308
1528 North Sierra Vista
Fresno, CA 93703

M. Tolliday                                           $100,000
7080 North Marks
Fresno, CA 93711

Charles Skibo                                          $71,979
15 Avenue De La Mer Unit
2-502
Palm Coast, FL 32137

Thomas Transfer & Storage                              $50,376

American Express                                       $38,642

Board of Equalization                                  $23,680

Sperry Van Ness                                        $13,615

Enterprise Rent a Truck                                $13,531

Kovacevich & Co.                                       $12,609

A.I.C.C.O.                                             $12,234

United Van Lines                                       $10,219

Tenant Improvement                                      $9,368
Specialties

Dell Financial Services                                 $8,000

HomeDirect, Inc.                                        $7,580

Chuck Kass                                              $7,500

Matson Alarm                                            $7,255

P.G.&E.                                                 $7,200

Arthur Gallagher                                        $6,683

Packard Realty                                          $6,500


SAMPLES-BAKER: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Samples-Baker, L.L.C.
        dba Kwik Wash (Blanco Road) Full Service Car Wash
        14530 Blanco Road
        San Antonio, TX 78216

Bankruptcy Case No.: 07-32987

Chapter 11 Petition Date: June 28, 2007

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Robert M. Nicoud, Jr.
                  Olson, Nicoud, & Gueck, L.L.P.
                  1201 Main Street, Suite 2470
                  Dallas, TX 75202
                  Tel: (214) 979-7300
                  Fax: (214) 979-7301

Total Assets: $767,561

Total Debts:  $2,390,795

Debtor's Four Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Business Loan Express       purchase money;         $1,967,000
700 North Pearl,            value of
Suite 1850                  security:
Dallas, TX 75201            $725,527

Kwik Industries             purchase money            $180,427
3725 Nall
Dallas, TX 75244

Phillip Baker               return on                 $149,277
901 Appalachian             investment
San Marcos, TX 78666

Dennis Samples              accrued compensation       $69,583


SANMINA-SCI: Ireland Trade Minister Unveils EUR30 Million Deal
--------------------------------------------------------------
Ireland's Minister for Enterprise, Trade and Employment Micheal
Martin has disclosed that Sanmina-SCI is to undertake a
EUR30 million investment for the transformation of its facility in
Fermoy, Co Cork, in Ireland into a manufacturing and design
center-of-excellence for the medical industry.  Up to 50 highly
skilled engineering and other professional positions will be
created as a result.

It will also consolidate the existing employment in Fermoy,
further enhance the facility's position within the parent
company and will make it a flagship operation within Sanmina-
SCI.

Supported by IDA Ireland, the investment will establish an R&D
center of engineering excellence to develop and design processes
and products.  Additionally the investment will facilitate the
continuous upgrade of the facility and equipment to enable it to
stay ahead of the ever increasing and exacting regulatory and
quality standards of the medical industry.  Upgrading of the
skills of existing employees plus the addition of new highly
skilled professionals in multiple disciplines is envisaged.

Sanmina-SCI's Fermoy facility, which serves customers in both
the electronics and medical technologies industries, employs
400 permanent employees and 200 temporary employees and is the
largest medical unit within Sanmina-SCI.

"This is excellent news for Fermoy and the surrounding area,"
Mr. Martin said.  "The move from mainstream contract electronics
manufacturing to medical device manufacturing is an outstanding
success for the Fermoy facility."

"The investment in higher skills and higher value products is in
line with the government's and IDA's strategy for the
international manufacturing sector in Ireland.  It will
transform the facility into a world-class medical technologies
EMS site, which will have the capability to capitalize on the
new opportunities and growth potential of the medical industry.
I congratulate all those involved in winning this investment,"
Mr. Martin added.

"Fermoy is a strategic site for the company within its European
operations and this transformation of its capabilities, with the
addition of design collaboration, is a very important
development for the Irish operation," said Hari Pillai, Sanmina-
SCI's president of Global EMS Operations.

"Our strategy is to maintain and enhance our leadership position
in the EMS industry by providing end-to-end services, from
research through manufacturing to after-sales support; by
collaborating with customers on the design and manufacture of
new products and processes; and by continuing to seek out
opportunities in sectors new to us.  The Fermoy facility will
play a major role in achieving these aims.  Its track record,
workforce flexibility and Ireland's medical technologies
industry, as well as IDA's support, were all major influences in
the selection of Fermoy for this investment."

                     About Sanmina-SCI Corp.

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is a
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings
include product design and engineering, test solutions,
manufacturing, logistics and post-manufacturing repair/warranty
services.

The company has locations in Brazil, China, Ireland, Finland,
Malaysia, Mexico and Singapore, among others.

                          *     *     *

As reported in the Troubled Company Reporter on June 8, 2007,
Standard & Poor's Ratings Services assigned its 'B+' senior
unsecured debt rating to Sanmina-SCI Corp.'s $600 million in
floating-rate notes, $300 million of which mature in 2010 and
$300 million of which mature in 2014.


SAXON ASSET: Fitch Retains Junk Rating on 1999-5 Class BF-1 Loan
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Saxon Asset
Securities Trust issues:

Series 1999-2 Group 1

    -- Class MF-2 affirmed at 'AA+';
    -- Class BF-1 affirmed at 'A+'.

Series 1999-3 Group 1

    -- Class MF-2 affirmed at 'AA+';
    -- Class BF-1 affirmed at 'A+';
    -- Class BF-1A affirmed at 'A'.

Series 1999-3 Group 2

    -- Class BV-1 affirmed at 'AA'.

Series 1999-5

    -- Class MF-1 upgraded to 'AA+' from 'AA';
    -- Class MF-2 affirmed at 'A';
    -- Class BF-1 remains at 'CCC/DR3'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Saxon Mortgage, Inc.  The
mortgage loans consist of fixed-rate and adjustable-rate mortgages
extended to subprime borrowers and are secured by first and second
liens, primarily on one to four-family residential properties.  As
of the May 2007 distribution date, the transactions are seasoned
from a range of 90 months (series 1999-5) to 96 months (series
1999-2 Group 1), and the pool factors (current mortgage loan
principal outstanding as a percentage of the initial pool) range
from approximately 3% (series 1999-3 Group 2) to 8% (series 1999-
5).

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $62.5 million of outstanding certificates.

The upgrade reflects an improvement in the relationship between CE
and future loss expectations and affects approximately
$3.2 million of outstanding certificates.  The CE for the MF-1
class has grown significantly since closing.

Headquartered in Glen Allen, Virginia, Saxon Mortgage, Inc.
primarily originates and purchases single-family residential
mortgage loans and home equity loans through retail, wholesale,
and correspondent channels.  Saxon Mortgage Services, Inc., rated
'RPS2+' for subprime products by Fitch, is the servicer for all of
the mortgage loans in the transactions detailed above.


SEA CONTAINERS: Wants Line of Credit to Non-Debtor Unit Modified
----------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates ask permission from
the U.S. Bankruptcy Court for the District of Delaware to modify
and increase the secured, intercompany line of credit being
provided to Sea Containers Treasury, Ltd., a non-debtor subsidiary
of Sea Containers, Ltd.

The Court initially approved a secured intercompany loan of up to
$6,000,000 to SC Treasury to be drawn on an as-needed basis so
that SC Treasury, in turn, could make loans to non-debtor
subsidiaries.  The Court's order specified the non-debtor
subsidiaries to which SC Treasury could make future loans and the
maximum amounts of the loans.  SC Treasury was also permitted to
set aside a $1,000,000 contingency reserve to make additional
loans on an as-needed basis to other non-debtor subsidiaries.

By June 30, 2007, SC Treasury will have made these aggregate
loans since the entry of the Original Funding Order:

                         Max. Amount that    Funding Made
  Non-Debtor Unit        May be Loaned       By June 30
  ---------------        ----------------    ------------
  Sea Containers            $1,000,000          $700,000
  Opera Ltd.

  Finnjet Bermuda Ltd.      $2,500,000        $2,500,000

  Sea Containers              $900,000                $0
  Finance Ireland

  Units that run            $3,200,000        $2,400,000
  Helsinki-Tallinn
  Business

SC Treasury has also set aside roughly $800,000 in a contingency
reserve.

As of June 30, 2007, SC Treasury will have made roughly
$6,400,000 in loans under the Original Funding Order, Sean T.
Greecher, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, tells Judge Carey.

The Debtors estimate that as of June 30 Total SC Treasury Funding
Availability will have been reduced to $2,400,000.  The Debtors
also expect Opera to repay SC Treasury $800,000 from the proceeds
of the sale of the Opera vessel.

However, the Debtors project an aggregate non-debtor subsidiary
funding need of $4,400,000 through September 2007, consisting of:

  -- $1,900,000 for Finnjet;
  -- $1,000,000 for SCFI; and
  -- $1,500,000 for the Contingency Reserve.

To bridge that gap, the Debtors intend to add $1,200,000 in
funding for SC Treasury.  The Debtors also want to reallocate the
remaining Total SC Treasury Funding Availability to Finnjet, SCFI
and the Contingency Reserve.

The Debtors have not finalized a sale of Finnjet's fast cruise
vessel currently berthed in the Bahamas.  Finnjet requires
additional funding for maintenance and berthing costs.  The
$1,900,000 is anticipated to carry Finnjet through September
2007, Mr. Greecher relates.  At that time, if the Debtors have
not sold the vessel, it likely will be auctioned, Mr. Greecher
says.

The Debtors require an additional $1,300,000 more than the
originally requested $1,000,000 for the Contingency Reserve
because of additional projected miscellaneous cash needs of the
non-debtor subsidiaries.  The expenses include:

    * $150,000 for a mothballed container factory and tank
      cleaning operation in Santos, Brazil, owned by Paulista
      Containers Maritismos Ltda. and Santos Tank Containers
      Ltda.; and

    * $150,000 for the general operating and advisor expenses
      for Hoverspeed Italia Srl.

SC Treasury has not yet drawn the original $900,000 allotted for
SCFI.  SCFI originally was established as a special purpose
subsidiary of SCL and incorporated in Ireland to gain certain tax
advantages.  SCFI was capitalized by the contribution of a
sizable loan owed to SCL by a subsidiary, Ferry & Port Holdings.

SCFI has an outstanding tax liability to Irish authorities.  The
tax deficit, if unpaid, could force SCFI's directors to initiate
an Irish insolvency proceeding that, in turn, could cause other
insolvencies across SCL's subsidiaries.  By paying the Irish tax
liability and other third-party creditors and undertaking a
solvent liquidation to wind up SCFI's affairs, the Debtors can
eliminate this threat.

The Debtors originally anticipated that SCFI would need $900,000
in additional financing to pay SCFI's creditors and wind up its
affairs.  The Debtors currently believe the liquidation and wind-
up will require an additional $100,000.

The Irish directors of SCFI have declined to accept funding from
SC Treasury in the form of a loan, based on local legal advice.
Accordingly, SCL has agreed with SCFI's directors to contribute
the $1,000,000 as part of an equity transaction.  SCFI would
issue $1,000,000 in "B Shares" to either SCL or SC Treasury.
SCFI would cancel its "A Shares" and the FPH Loan would be
assigned back to SCL.  SCL and SC Treasury would require written
assurances that SCFI will not incur any further third-party debt
that would dilute SC Treasury's or SCL's recovery in SCFI's
liquidation.

Additionally, the Debtors also ask the Court to bless the SCFI
equity transaction.

                      About Sea Containers

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

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

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

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

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court extended the Debtors' exclusive period to file a Plan of
Reorganization to Sept. 28, 2007.  (Sea Containers Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Creditor Panel Raises Concerns on DIP Financing
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sea Containers
Services, Ltd. and its debtor-affiliates has raised certain
ongoing concerns regarding the proposed $176 million Debtor-
in-Possession Financing Facility.

These concerns include the:

   (i) valuation of Sea Containers SPC Ltd.;

  (ii) provisions of the DIP Facility that favor the individual
       bondholder members of the Official Committee of Unsecured
       Creditors of Sea Containers Ltd.; and

(iii) risks associated with foreclosure under the
       Securitization Facility.

There are material facts in dispute relating to the value of
SPC, David Stratton, Esq., at Pepper Hamilton LLP, in
Wilmington, Delaware, explains to the Honorable Kevin J. Carey
of the U.S. Bankruptcy Court for the District of Delaware.  The
SCSL Committee has been provided with information demonstrating
differing points of view on the value of SPC.  The value of SPC
is one component necessary to assess the appropriateness of the
DIP Facility inasmuch as SCL is assuming the credit risk of the
DIP Facility, and the SCSL Committee wants to ensure the value
of SPC would not create directly or indirectly a default under
the DIP Facility including the representations, covenants, and
default provisions.  While the SCSL Committee recognizes that it
may make senseSEA CONTAINERS to proceed with the DIP Facility in
the face of some valuation risk, the SCSL Committee does not
support issuing a blank check in that regard, Mr. Stratton says.

The SCSL Committee believes that additional facts are needed to
clarify the issues related to valuation.  The deposition
testimony of Michael Berkowitch of PricewaterhouseCoopers, the
Debtors' financial advisors, and Roger Passal of TranSystems may
provide clarification on valuation issues, Mr. Stratton tells
the Court.

The SCSL Committee reserves its rights with respect to the
valuation issues until after the appropriate evidence has been
submitted.

Mr. Stratton also notes that the proposed DIP Lenders are SCL
Committee Bondholders and hold substantial prepetition claims
against SCL.  In light of the dual roles of the SCL Committee
Bondholders/DIP Lenders, the SCSL Committee is intensely focused
on scrutinizing the terms of the DIP Facility.

According to Mr. Stratton, the SCSL Committee has identified a
number of problematic terms in the DIP Facility.  The SCSL
Committee has discussed its specific concerns with the Debtors,
and has made those concerns available to the DIP Lenders.  The
SCSL Committee plans to continue to engage in discussions with
relevant parties in hope of resolving those concerns.  The SCSL
Committee reserves all rights to the extent the DIP Lenders do
not accede to the SCSL Committee's requests.

Mr. Stratton further points out that foreclosure under the
Securitization Facility itself is capable of producing economic
detriments to the estates that may outweigh any adverse
valuation determinations.  The SCSL Committee is evaluating
these risks and reserves all rights in respect thereto.

Pursuit of the DIP Facility involves a careful weighing of
competing considerations and risks.  At this moment, the SCSL
Committee needs to assess additional information before deciding
to support or object to the DIP Facility, Mr. Stratton says.

                Debtors Address DIP Objections

The DIP objections are ill-founded and should be overruled, the
Debtors tell Judge Carey.

Robert D. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, reiterates that the Debtors are
powerless to prevent foreclosure under the prepetition
Securitization Facility except by renegotiation with the
Securitization Facility lenders or repayment of that facility.
Because of the facility's bankruptcy-remote structure, neither
Sea Containers SPC Ltd. as borrower, or SPC Holdings Ltd. as
guarantor, can, as a practical matter, seek protection under the
Bankruptcy Code.

The Debtors could do nothing and allow foreclosure; they could
negotiate an expensive and likely unworkable amendment of the
existing bankruptcy-remote obligations; or they could borrow
funds to repay the Securitization Facility, Mr. Brady says.

GE Capital Container SRL, GE Capital Container Two SRL and GE
SeaCo SRL, in their objection, contort the applicable legal
standards under Sections 363 and 364 of the Bankruptcy Code, Mr.
Brady contends.  Courts evaluate on a case-by-case basis the
need for, and the terms of, a DIP financing arrangement, Mr.
Brady points out.  The touchstone of this inquiry is the
debtor's business judgment, to which courts generally defer.

In the Debtors' business judgment, based on extensive analysis
and exploration of options over a period of more than three
months, the proposed DIP Financing is necessary to avoid a
significant risk of loss of value and litigation exposure
related to a potential foreclosure on assets pledged in support
of the Securitization Facility, Mr. Brady contends.

The DIP Motion contemplates repaying the Noteholders through a
capital contribution from SCL to Holdings, which would then be
contributed to SPC.  The U.S. Trustee says the proposal is an
"investment" that must comply with Section 345.

Mr. Brady, however, points out that the plain language and
legislative history of Section 345 indicate that Congress
intended to cover situations where a debtor deposits idle cash
or cash equivalents.  Section 345 does not apply to capital
expenditures or refinancing transactions, which are governed by
Sections 363 and 364.

In In re Foamex Int'l, No. 05-12685 (PJW), the U.S. Trustee
argued that Section 345 applied to the debtor's request to fund
a subsidiary's entry into a joint venture, Mr. Brady notes.  The
Foamex court, however, overruled the objection stating that the
proposal was a Section 363 issue.

Mr. Brady clarifies that the proposed transaction is not a
cross-collateralization.  The Noteholders under the
Securitization Facility will not improve their position by
getting paid; they merely get the benefit of their bargain, Mr.
Brady explains.

Prior to the bankruptcy filing, the Noteholders obtained a
structural priority over all of the Debtors' creditors by making
an asset-backed loan to a bankruptcy-remote entity, Mr. Brady
relates.  GE SeaCo is fully aware of this deal, Mr. Brady adds.

Contrary to the U.S. Trustee's arguments, the only benefit
gained by the proposed DIP Lenders vis-a-vis their prepetition,
unsecured claims is preservation of the bankruptcy estates,
which will benefit all unsecured creditors, Mr. Brady tells the
Court.  The DIP Lenders do not enjoy an advantage in recovering
on their prepetition unsecured claims, Mr. Brady states.

"The DIP Facility is not the product of any insider transaction
negotiated and documented behind closed doors," Mr. Brady
clarifies.

While the lenders are current unsecured creditors of SCL serving
on SCL's creditor committee, they have not sought to obtain any
special treatment for their existing unsecured claims; their
unsecured claims are and will continue to be governed by the
same prepetition indentures that apply to the other unsecured
bondholders in the cases, Mr. Brady maintains.

At the hearing on the DIP Motion, the Debtors will present
expert testimony on valuation of SPC's container assets.  The
Debtors believe that SPC has positive equity value or, in a
downside scenario, that the value of SPC's container assets is
only slightly lower than the amount of the Term Loan.

According to Mr. Brady, the Debtors pursued a possible
restructuring of the Securitization Facility in lieu of the DIP
Facility.  Ultimately, no proposal advanced by the Noteholders
was as good, taken as a whole, as the terms of the DIP Facility.
The Noteholders' proposal for a long-term restructuring of the
Securitization Facility, Mr. Brady relates, required a parent
guarantee from SCL of US$25,000,000, plus the possibility of
additional required cash infusions from the parent.  The Debtors
are also required to pay sizeable fees.  The Debtors also would
face the continuing threat of default and foreclosure.

Foreclosure would have harmful operational and strategic
implications for GE SeaCo, and therefore to the value of SCL's
50% equity stake in GE SeaCo, which is SCL's most valuable
asset, Mr. Brady adds.  A foreclosure sale of either SPC's stock
or the GE SeaCo Class B quotas owned by SCL that were pledged to
the Noteholders would introduce at least one new party into the
joint venture.  It is unclear whether the new holders after a
foreclosure would have any interest in, or particular expertise
with, the shipping container business, Mr. Brady explains.

Foreclosure would also increase SCL's exposure to litigation and
contracted-based claims, Mr. Brady adds.

           GE Capital, et al.'s Pretrial Statement

GE Capital Container SRL, GE Capital Container Two SRL, GE SeaCo
SRL, and the Office of the United States Trustee for Region 3
have submitted to the Court a joint pretrial statement with
respect to the Debtors' DIP Motion.

Among others, GE Capital, et al., will ask the Court to:

-- review the factors SCL relied upon in exercising its
    business judgment to enter into the DIP Facility;

-- find whether a heightened scrutiny test should be
    applied in light of the proposed structure and use of the
    loan proceeds, which is to make a capital contribution in a
    non-Debtor subsidiary;

-- find whether the value of SPC's assets and SCL's B Quotas,
    standing alone and without consideration of any other
    reason, is sufficient to justify granting to the proposed
    DIP Lenders a superpriority claim against the Debtors and a
    first priority lien on specific assets of SCL; and

-- find whether foreclosure on SPC's containers and contract
    rights, and SCL's B Quotas will jeopardize the value of
    SCL's A Quotas, increase claims against SCL that would not
    otherwise be asserted, and eliminate the inherent value to
    SCL in retaining SPC's assets and the B Quotas so as to
    justify granting to the proposed DIP Lenders a
    superpriority claim against the Debtors and a first
    priority lien on specific assets of SCL.

GE Capital, et al., will call on these witnesses at the DIP
hearing:

1. Laura Barlow, the Debtors' chief financial officer and
    chief restructuring officer, to testify to the facts set
    forth in the Debtors' request;

2. Michael Berkowitch, a director at PwC, the Debtors'
    financial advisors, to testify concerning the advice and
    assistance the firm provided to the Debtors in connection
    with the entry into the DIP Facility;

3. Antonios Basoukeas, GE Seaco's chief financial officer, to
    testify regarding the facts asserted in the GE Parties'
    objection;

4. Roger Passal of TranSystems to testify regarding his
    valuation of the assets to which SPC's lenders have
    recourse and the basis for his opinion on the value of the
    SPC Recourse Assets; and

5. Michael Panacio, a bankruptcy analyst with the U.S.
    Trustee's office.

Mr. Berkowitch is a designated expert by the Debtors.  Mr.
Passal is a designated expert by the GE Parties.

                     About Sea Containers

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

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

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

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

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court extended the Debtors' exclusive period to file a Plan
of Reorganization to Sept. 28, 2007.  (Sea Containers Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEVEN CHILDREN: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Seven Children Trust
        131 Jackson Street
        Methuen, MA 01844

Bankruptcy Case No.: 07-42459

Chapter 11 Petition Date: June 28, 2007

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Steven J. Marullo, Esq.
                  30 Eastbrook Road, Suite 403
                  Dedham, MA 02026
                  Tel: (781) 251-0055

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

Entity                      Nature of Claim      Claim Amount
------                     ---------------       ------------
Stoneham Savings Bank                               $5,097,095
c/o Stephen T. Kunian,
Esq.
Eckert, Seamans, L.L.C.
1 International Place
Boston, MA 02110

Town of Meredith, NH                                   $23,000
c/o Tax Collector's
Office
Meredith Town Hall
5 Highland Street
Meredith, NH 03253


SMARTIRE SYSTEMS: April 30 Balance Sheet Upside-Down by $15 Mil.
----------------------------------------------------------------
SmarTire Systems Inc. reported a net loss of $4.0 million on
revenue of $933,113 for the third quarter ended April 30, 2007,
compared with a net loss of $4.3 million on revenue of
$1.2 million for the same period ended April 30, 2006.

"I am disappointed that revenues were flat from Q2 as we had
forecasted growth of 30-50% for Q3," said SmarTire president and
chief executive officer Warkentin.  "However, I expect that we
should now begin to realize quarterly increases in revenue because
these lower than forecasted revenues were not a result of lost
business but were due to a delay in the establishment of sales
channels in the commercial trucking market and the completion of
the sales and integration process of certain major accounts.

Warkentin continued, "I am extremely pleased with the results of
our cost-cutting measures and am confident that our revenues
should grow and enable us to achieve our short-term goal of
break-even on a cash flow basis within the next six to nine
months."

SmarTire Systems reported gross profit of $224,745 for the third
quarter ended April 30, 2007, compared with a gross loss of
$334,028 for the same period ended April 30, 2006.  The gross loss
for the three months ended April 30, 2006, was due to an inventory
write-down of $700,000 for slow moving aftermarket passenger car
TPMSs and motorcycle TPMSs.

Without the inventory write-down, the gross margin would have
increased to 31% for the three months ended April 30, 2006,
compared with a gross margin of 24% for the three months ended
April 30, 2007.

Expenses decreased to $1.4 million for the three months ended
April 30, 2007, from $2.3 million for the three months ended
April 30, 2006.

Interest and finance charges increased to $3.1 million for the
three months ended April 30, 2007, from $2.5 million for the three
months ended April 30, 2006.  The majority of interest and finance
charges relate to accrued and accreted interest on the company's
convertible debentures and amortization of deferred charges on the
company's convertible debentures.

A foreign exchange gain of $271,703 was recorded during the three
months ended April 30, 2007, as compared to a foreign exchange
gain of $63,423 for the three months ended April 30, 2006.

At April 30, 2007, SmarTire Systems Inc.'s consolidated balance
sheet showed $5.7 million in total assets, $16.7 million in total
liabilities, and $4.0 million in mandatorily redeemable preferred
shares, resulting in a $15 million total stockholders' deficit.

As of April 30, 2007, SmartTire Systems' accumulated deficit has
increased to $119.8 million.

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?2105

                        Going Concern Doubt

BDO Dunwoody LLP, in Vancouver, Canada, conducted its audit of
SmarTire Systems Inc.'s consolidated financial statements for the
year ended July 31, 2006, in accordance with Canadian reporting
standards which do not permit a reference to such events and
conditions which cast substantial doubt about a company's ability
to continue as a going concern when these are adequately
disclosed in the financial statements.

The company has incurred recurring operating losses and has a
deficit of $104 million as at July 31, 2006.  The ability of the
company to continue as a going concern is in substantial doubt and
is dependent on achieving profitable operations, and obtaining the
necessary financing in order to achieve profitable operations.

                      About SmarTire Systems

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/-- develops
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.


SPIKE MOTOPLEX: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Spike Motoplex, Inc.
        P.O. Box 309
        Haubstadt, IN 47639

Bankruptcy Case No.: 07-70816

Chapter 11 Petition Date: June 28, 2007

Court: Southern District of Indiana (Evansville)

Judge: Basil H. Lorch III

Debtor's Counsel: Kevin S. Kinkade, Esq.
                  Wells, Kinkade & Associates, P.C.
                  123 Northwest 4th Street, Suite 706
                  Evansville, IN 47708
                  Tel: (812) 434-4909

                        -- and --

                  Robert Gregory Lathram, Esq.
                  2307 Parkland Boulevard, No. 4
                  Shiloh, IL 62269
                  Tel: (618) 214-2823

Total Assets: $5,935,973

Total Debts:  $2,764,126

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



SWIFT & COMPANY: Moody's Retains Review on Ratings
--------------------------------------------------
Moody's Investors Service prospectively assigned a (P)Caa2 rating
to new senior unsecured notes totaling $600 million to be issued
by J&F I Finance Co, which will be a subsidiary of J&F
Participacoes, S.A.

Moody's also prospectively assigned a (P)B3 corporate family
rating, a B3 probability of default rating, and a speculative
grade liquidity rating of SGL-2 to New Swift.  The rating outlook
is stable.

The ratings are subject to review of final documentation and
subject to a $500 million equity component in the approximately
$1.46 billion consideration for the acquisition of Swift.  Should
the equity amount be less than $500 million or should any other
terms of the transaction change, Moody's may revise the
prospective ratings and/or outlook of New Swift.

The ratings of the existing Swift & Company remain on review for
possible upgrade pending completion of the acquisition.  When Old
Swift is acquired and its existing debt repaid, ratings will be
withdrawn.

Ratings assigned prospectively with a positive outlook:

J&F I Finance Co., to be renamed Swift & Company (New Swift):

-- Corporate family rating at (P)B3

-- Probability of default rating at B3

-- New $200 million senior unsecured guaranteed notes due 2015 at
    (P)Caa2 (LGD5, 81%)

-- New $200 million senior unsecured guaranteed toggle notes due
    2015 at (P)Caa2 (LGD5, 81%)

-- New $200 million senior unsecured guaranteed floating rate
    notes due 2014 at (P)Caa2 (LGD5, 81%)

-- Speculative grade liquidity rating at SGL-2

Ratings continuing on review for possible upgrade:

Swift & Company (Old Swift):

-- Corporate family rating at B3
-- Probability of default rating at B3
-- Existing senior unsecured notes at Caa1
-- Existing subordinated notes at Caa1

Swift will be acquired by J&F, a Brazilian company that is the
majority owner of Latin America's largest beef producer, JBS.  JBS
has annual revenues of about $2.1 billion (US$ equivalent) and
EBITDA of $304 million.

J&F I Finance Co., which will be a subsidiary of J&F, will issue
$600 million in new senior unsecured notes and will merge into
Swift & Company, currently a subsidiary of Swift Foods Company,
with Swift & Company as the surviving entity.  Swift & Company
will assume the obligations of J&F I Finance under the notes, and
Swift & Company will merge into S&C Holdco, 3 Inc., with S&C
Holdco, 3 Inc. continuing as the surviving entity to be renamed
Swift & Company.

Swift's B3 corporate family rating reflects the company's highly
volatile earnings and cash flow, very high enterprise leverage,
low margins and weak credit metrics, and the continuing
challenging conditions in the volatile US beef industry overall.
New Swift's ratings are supported by its scale as the third
largest beef and pork processor in the US, by Swift's strong
Australian operations, and by the company's solid liquidity.

Moody's analyzes Swift's operations in the context of the Rating
Methodology for Global Natural Product Processors - Protein and
Agriculture.  Using the 22 rating factors cited in this
methodology -- and proforma financials for fiscal 2007 and Moody's
projected financials for 2008 and 2009 -- all proforma for the new
capital structure -- Swift's rating would score at B2, one notch
above its actual rating level.  The company's actual rating
reflects the significant weight that Moody's places on Swift's
currently high leverage and weak credit metrics and on the
possibility of challenges faced by new management with little
experience in the US market.  Moody's view is that Swift has not
yet completely recovered from the challenges of the last few years
that negatively impacted operating results.  Despite the equity
component in the consideration, the reduction in funded debt upon
acquisition is modest; post-acquisition funded debt of $957
million will be only about $200 million less than the current
funded debt at Old Swift of about $1.16 billion.

The stable rating outlook for New Swift reflects Moody's
expectation that -- although earnings will continue to modestly
rebound as beef volumes strengthen in the US and Australia and as
the company is able to realize some of the benefits of recent
operational restructuring moves -- near term improvements in debt
protection measures are likely to be modest.

The SGL-2 rating of New Swift is based on Moody's anticipation
that the company's liquidity over the next twelve months will be
good, with moderate usage of its unrated $700 million senior
secured revolving credit and modest seasonal variations in
internal cash flow generation for a protein company.  Cash flow
available to service debt is projected by Moody's to be breakeven
or slightly negative over the next four quarters as Swift
strengthens its operating performance.  Borrowing base
availability is expected to be ample.  The single covenant in the
revolving credit agreement is not tested unless availability is
less than $75 million; it is not at all likely that availability
will be this low, so it is unlikely that the covenant will be
tested.  Alternative liquidity is limited as assets are
encumbered.

Swift & Company is one of the world's leading beef and pork
processing companies.  Its largest business segments are domestic
beef processing (Swift Beef, 59% of consolidated sales for the
first 39 weeks ended February 25, 2007), domestic pork processing
(Swift Pork, 22%) and beef operations in Swift Australia (19%).
Consolidated sales for the twelve months ended February 25, 2007
were approximately $9.5 billion.


TERRESTRIAL ENTERPRISES: Case Summary & 2 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Terrestrial Enterprises, Inc.
        3931 McGuire Way
        Kennesaw, GA 30144

Bankruptcy Case No.: 07-70311

Chapter 11 Petition Date: July 2, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Paul Reece Marr, Esq.
                  300 Galleria Parkway Northwest
                  Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                     ---------------       ------------
Roy Koch                    unsecured loan              $7,500
3737 Jesica Trace
Kennesaw, GA 30144

Philip Sidney Calvo, III    appraisal fees              $1,250
2781 Glenwood Avenue
Atlanta, GA 30317


THERMADYNE HOLDINGS: Expands Borrowing Capacity to $100 Million
---------------------------------------------------------------
Thermadyne Holdings Corporation completed agreements with its
secured lenders to amend its senior secured credit facility and
its second lien facility.

The principal changes to the senior secured credit facility
include extending the maturity to June 2012, increasing the total
revolving credit commitment from $70 million to $100 million and
revising the asset-based borrowing base formula to include up to
$20 million in available borrowings under a cash flow based
formula and another $8 million under a property, plant and
equipment based formula.

In addition, the interest grid was expanded to enable the company
to reduce interest costs and fees.  The amended and restated
credit agreement also establishes financial covenants that provide
greater flexibility for the company.

The primary changes to the terms of its second lien facility
include an extension of the maturity to November 2010 and a
reduction of the interest rate to LIBOR plus 2.75 from LIBOR plus
4.50.  The company also repaid $14 million of the outstanding loan
balance of the second lien facility, reducing the amount
outstanding to $36 million.

               About Thermadyne Holdings Corporation

Based in St. Louis, Missouri, Thermadyne Holdings Corporation
(OTCBB: THMD) - http://www.Thermadyne.com/-- manufactures and
markets cutting and welding products and accessories under a
variety of premium brand names including Victor(R),
Tweco(R)/Arcair(R), Thermal Dynamics(R), Thermal Arc(R),
Stoody(R), TurboTorch(R), and Cigweld(R). Its products are used by
manufacturing, construction and foundry operations to cut, join
and reinforce steel, aluminum and other metals.

                           *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Moody's Investors Service affirmed the Caa1 corporate family
rating of Thermadyne Holdings Corporation and the Caa2 rating of
the $175 million senior subordinated notes due in 2014.  The
outlook was changed to stable from negative.


TRUMP ENTERTAINMENT: Discloses Results of Strategic Review
----------------------------------------------------------
Trump Entertainment Resorts Inc.'s Board of Directors has
concluded, after consulting with financial advisor Merrill
Lynch, that none of the indications of interest received to
date for the acquisition of the company represented or was
likely to lead to a transaction that was in the best interests
of the company and its shareholders.

According to the company, the previous discussions with
prospective acquirers of the company have concluded, and there
are currently no ongoing discussions with the parties that
submitted the indications of interest.

The company said it will continue to review other strategic
corporate options while implementing its strategic operating
plan with a view towards maximizing value for the company's
shareholders.

The company further said that its strategic operating plan
has specifically been designed to reduce corporate and
operating expenses in order to improve margins, increase
market share and implement a service-driven culture to
improve the customer experience.

Initiatives achieved under the plan to date include the
commencement of the construction of a new 786-room hotel
tower at the Taj Mahal, substantial capital upgrades to the
company's existing facilities, the deployment of a new
revenue management and E-commerce initiative and the recent
introduction of the TrumpONE unified players club program.

The company said it will also continue to solicit and pursue
opportunities to harness the power of the Trump brand in
Atlantic City and in other jurisdictions, both domestically
and abroad.

                       About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Hotels & Casino Resorts
Inc. now known as Trump Entertainment Resorts Inc. (Nasdaq: TRMP)
-- http://www.trumpcasinos.com/-- through its subsidiaries, owns
and operates four properties and manages one property under the
Trump brand name.  The company and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on Nov. 21, 2004 (Bankr. D. N.J.
Case No. 04-46898 through 04-46925).  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005.
The Plan took effect on May 20, 2005.

                           *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Standard & Poor's Ratings Services placed its ratings for Trump
Entertainment Resorts Holdings L.P., including the 'B' corporate
credit rating, on CreditWatch with developing implications.


TUCSON ELECTRIC: Plans Power Rate Increase to Cover Rising Costs
----------------------------------------------------------------
Tucson Electric Power Company requested its first rate increase in
more than a decade to help cover the rising cost of serving its
growing customer base.

In its rate case filed on July 2, 2007, TEP asks the Arizona
Corporation Commission to use one of three proposed methods to set
new rates that would take effect no later than Jan. 1, 2009.  The
proposals would increase retail rates by an average of 15% to 23%,
depending on the approach used.

Under each of the proposed methods, TEP's retail transmission and
distribution rates would be based on historic cost-based
calculations. But rates for generated power would be calculated
differently under each approach.

                     Three Proposed Methods

One method would base TEP's generated power charge on prices paid
in the wholesale energy market. TEP maintains that this "market
method" was the basis for the 1999 Settlement Agreement it entered
into to bring about retail electric competition in Arizona.  If
the ACC adopts this alternative, TEP projects that retail rates
would increase by an average of 22%.

The proposed "cost-of-service method" bases the generated power
rate on historic costs.  It also incorporates a charge tied to
TEP's transition from market-based rates under the 1999 settlement
agreement to a cost-of-service rate for generation.  This
alternative would produce an average retail rate increase of 23%.

A third alternative that blends these two approaches would produce
an average 15% rate increase.  Under this "hybrid method," TEP
would base its power charge on traditional cost-of-service rules
while selling the output of certain generators on the wholesale
energy market.

The average TEP residential customer would experience a 13%-rate
increase under the cost-of-service method, a 10% increase under
the market method and less than an 8% increase under the hybrid
approach.  The increase for individual customers would vary based
on their energy use, with larger increases going to customers with
above-average usage.

Rates for the first 500 kilowatt hours that residential customers
use each month would be lower than those for subsequent usage,
increasing the savings that can be realized by conserving energy.
The typical TEP residential customer uses an average of 980 kWh
per month over the course of a year.

Proposed revisions to TEP's time-of-use rates would help customers
manage their energy usage in a way that reflects the varying cost
of service throughout the day.  The proposed rates would be higher
during peak usage hours and lower during other periods, allowing
customers to reduce their monthly bills by shifting usage to off-
peak hours.  New TEP customers would be signed up for time-of-use
rates automatically, while existing customers would be able to
switch to the plan.

The three alternatives proposed in the rate case have been
discussed as part of a regulatory process that began in 2005 when
TEP first asked the ACC to identify the method it would use to set
the company's future rates. The question arose when some parties
to the 1999 settlement agreement questioned TEP's right to charge
a market-based rate for generation after the rate cap expires
Dec. 31, 2008.

                  Energy Conservation Proposal

Along with its request for new rates, TEP has proposed expanding
its energy conservation efforts.  The company has asked the ACC to
approve new programs including rebates for consumers who install
energy efficient air conditioners, discounts for compact
fluorescent light bulbs and incentives for developers and business
owners who improve the energy efficiency of their buildings and
equipment.  The programs would be funded by a usage-based
surcharge that initially would add about 55 cents per month to the
average residential customer's bills.

                   First Rate Increase Request

TEP's rates have remained unchanged since July 2000, when the last
of three annual 1% rate decreases took effect.  The company's
rates were last increased in 1996, and the subsequent reductions
resulted in rates that remain below the levels charged in 1994.
Consumer prices have risen more than 42% since the beginning of
that year, while the cost of fuel, raw materials and other
expenses involved in providing electric service have risen more
dramatically.

After determining whether TEP's rate case filing is complete, the
ACC will set deadlines for the submission of testimony and other
evidence and schedule an open hearing before a state hearing
officer.  The hearing officer will forward a recommended opinion
and order to the ACC, which will consider the matter at an open
meeting.  This review process typically takes a year or more.

                            Comments

"TEP customers are paying lower rates today than we charged in
1994 despite a 42% increase in consumer prices since then and even
more dramatic increases in the cost of providing electric
service," said James S. Pignatelli, chairman, president and chief
executive officer of TEP and its parent company, UniSource Energy
Corporation.

"I'm pleased that we've been able to provide our customers with
safe, reliable service at such stable prices," Mr. Pignatelli
said.  "But we simply cannot maintain our same high level of
service and prepare for our community's future growth without
rates that reflect the higher cost of fuel, materials and labor
that we've experienced in recent years."

"We want to provide meaningful rewards for energy conservation,"
Mr. Pignatelli said.  "Customers who use less energy will pay
lower rates under our new, progressive rate structure, and new
customers will pay variable time-of-use rates that encourage
moderation during periods of peak system usage."

"Although the 1999 settlement agreement provided that TEP would
begin charging a market-based generation rate in 2009, we would
settle for another approach that recognizes the significant costs
we've incurred under the agreement and properly balances the
interests of the company and our customers," Mr. Pignatelli said.
"I'm hopeful that this rate case will provide all parties with
enough information to help us reach a timely resolution to the
issues at stake in this proceeding."

                      About Tucson Electric

Tucson Electric Power Company -- http://www.TEP.com/-- is a
subsidiary of UniSource Energy Corporation -- http://www.uns.com/
TEP provides safe, reliable electric service to more than 394,000
customers in  southern Arizona.

                        *     *     *

To date, Tucson Electric Power Company continues to carry Standard
& Poor's Ratings Services' BB long-term foreign and local issuer
credit ratings.  The ratings outlook remains stable.


UNIFIED WORLDWIDE: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Unified Worldwide Transport, L.L.C.
        24353 Mornington Drive
        Valencia, CA 91355

Bankruptcy Case No.: 07-12273

Chapter 11 Petition Date: July 2, 2007

Court: Central District Of California (San Fernando Valley)

Debtor's Counsel: Sean A. Okeefe, Esq.
                  Winthrop Couchot P.C.
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Prosperous Endeavors-       loans                     $176,000
K.K.J. Holdings
1235 Sherman Road
Northbrook, IL 60052

Oakcrest Properties         loans                     $106,667
10 Heather Drive
Iowa City, IA 52545

Jennings & Steine & Co.     accounting                 $69,221
12100 Wilshire,             services
Suite 400
Los Angeles, CA 90025

Linda Gifford               wages                      $54,170

Loeb & Loeb, L.L.P.         legal services             $22,000

N.Y.S. Department of        employment taxes              $719
Taxation-Bankruptcy
Section

State of New Jersey-        employment taxes              $690
Taxation Division

California Employment       employment taxes           unknown
Development Division


US ENERGY: In Final Talks with Chief Executive Officer Candidate
----------------------------------------------------------------
U.S. Energy Systems Inc.'s board of directors, following its
interviews with several interim chief executive officer candidates
in recent days, is in final negotiations with a highly qualified
candidate and expects to announce the appointment in the next
several days.

The interim CEO will succeed Asher E. Fogel, whose employment with
USEY has been terminated.  At this time, Mr. Fogel continues to
serve as a member of the board of directors of the company.

USEY also reported that Adam D. Greene has been terminated as
executive vice president and secretary of the company.  The
termination decisions were based on the independent directors'
considered judgment that new senior leadership is in the best
interests of the company and its stockholders.

USEY's board of directors stated: "We are working expeditiously to
complete the appointment of an interim CEO with the experience to
effectively address USEY's twofold priorities: first, to work
closely and constructively with our financing institutions to
address our near-term previously publicly-disclosed covenant and
working capital issues; and second, with respect to our UK natural
gas assets, to rapidly review and implement any adjustments needed
to the original project development plan and related budgets,
consistent with our recent announcements and subject to gathering
further verified information."

USEY also stated that it soon expects to complete negotiations
with an independent third party financial advisor who, as
previously announced, will assist USEY in its evaluation of the
existing financing as well as other strategic alternatives
available to the company.

                    About U.S. Energy Systems

U.S. Energy Systems, Inc. -- http://www.useyinc.com/-- (Nasdaq:
USEY) owns of green power and clean energy and resources.  USEY
owns and operates energy projects in the United States and United
Kingdom that generate electricity, thermal energy and gas
production.

The company has a 100% interest in U.S. Energy Biogas Corp., which
owns and operates 23 landfill gas to energy projects in the United
States, 20 of which produce electricity and three of which sell
landfill gas as an alternative to natural gas.  The company also
has a 100% interest in Plymouth Envirosystems, Inc., which owns a
50% interest in Plymouth Cogeneration Limited Partnership.
Plymouth Cogeneration Limited Partnership owns and operates a
combined heat and power plant in Massachusetts that produces
1.2MWs of electricity and 7 MWs of heat.  The company further has
a 79% interest in GBGH, LLC, which owns energy assets and mineral
rights in the United Kingdom including a 42MW gas-fired power
plant and gas licenses for approximately 100,000 acres of onshore
natural gas properties and mineral rights in North Yorkshire,
England.  GBGH is the parent company of UK Energy Systems, LTD.

                        *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
U.S. Energy Systems, Inc. had previously reported that it has
insufficient funds to make certain capital contributions required
under the UK financing arrangements between September and
December of 2007.

If the UK financing parties were to declare the UK financing
arrangements in default and exercise remedies, such action could
involve foreclosure on substantially all of the company's assets
and would have a material adverse effect on the company.  In that
circumstance, the company is unable to provide assurances that it
would be able to avoid bankruptcy or insolvency proceedings.


VALEANT PHARMA: Settles Patent Infringement Suit with Kali Labs
---------------------------------------------------------------
Valeant Pharmaceuticals International settled its lawsuit with
Kali Laboratories Inc. for patent infringement on Diastat(R), the
only FDA-approved at-home acute treatment for break-through
epileptic seizures.

Under the terms of the settlement, the companies reached an
agreement in principle that would allow Kali to introduce a
generic version of Diastat and Diastat(R) AcuDial(TM) no earlier
than September 2010.  Other terms of the settlement were not
disclosed.

In March 2004, Kali submitted an abbreviated new drug application
with the Food and Drug Administration seeking approval for a
generic version of Diastat, a diazepam rectal gel.  In July 2004,
Xcel Pharmaceuticals Inc., which was acquired by Valeant in March
2005, filed a complaint against Kali for patent infringement.  The
settlement, which was reached at a conference held last week in
the U.S. District Court of New Jersey, requires the companies to
finalize the agreement within 60 days.

                  About Valeant Pharmaceuticals

Costa Mesa, California-based Valeant Pharmaceuticals International
(NYSE: VRX) -- http://www.valeant.com/-- is a global specialty
pharmaceutical company that develops, manufactures and markets a
broad range of pharmaceutical products primarily in the areas of
neurology, infectious disease and dermatology.

Diastat and Diastat AcuDial are trademarks or registered
trademarks of Valeant Pharmaceuticals International or its related
companies.  All other trademarks are the trademarks or registered
trademarks of their respective owners.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Standard & Poor's affirmed its ratings on Valeant Pharmaceuticals
International, including the 'B+' corporate credit rating.  The
rating outlook on the company is stable.


VIATEL HOLDING: Deloitte & Touche Raises Going Concern Doubt
------------------------------------------------------------
Deloitte & Touche LLP in London, England expressed substantial
doubt about Viatel Holding (Bermuda) Ltd.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2006, and 2005.

The auditing firm pointed to the company's recurring losses from
operations and its difficulty in generating sufficient cash flow
to meet its obligations and sustain its operations.

The company posted a $38,859,000 net loss on $33,467,000 of total
revenues for the year ended Dec. 31, 2006, as compared with a
$63,378,000 net loss on $20,559,000 of total revenues in the prior
year.

At Dec. 31, 2006, the company's balance sheet showed $85,609,000
in total assets and $161,731,000 in total liabilities, resulting
in a $76,122,000 stockholders' deficit.  The company also reported
strained liquidity in its Dec. 31, 2006, balance sheet with
$37,220,000 in total current assets and $45,092,000 in total
current liabilities, resulting in a $7,872,000 working capital
deficit.

For the year ended Dec. 31, 2006, net cash used in operating
activities decreased to $7,550,000 from $36,602,000 in the prior
year and net cash provided by financing activities decreased to
$16,818,000 from $19,513,000 in the prior year.  The company had
$6,049,000 in net cash provided by investing activities for the
year ended Dec. 31, 2006, and $4,717,000 in net cash used in
investing activities in the prior year.

                           Legal Proceedings

In Sept. 2003, the company's French subsidiary Viatel Operations
SA filed a claim for about $10.1 million in the Tribunal of Lille,
France, against Voies Navigables de France, the owner of certain
French waterways by whom Viatel Operations is currently charged in
excess of about $2.6 million annually in respect of ROW charges.

Similar claims in respect of ROW charges were commenced against
each of: (1) Societe Anonyme de Gestion des Eaux de Paris (SAGEP);
(2) Ville de Paris (VDP); and (3) Compagnie Nationale du Rh"ne
(CNR).  The amounts of the claims being, respectively, about $1.6
million against SAGEP; approximately about $1.8 million against
VDP; and about $1.6 million) against CNR.

Viatel Operations has previously been engaged in a dispute, which
arose as a result of the early termination of a lease agreement
dated Sept. 29, 1999.  Viatel Operations was also in dispute
regarding a second lease termination - this time with respect to
the termination of a lease agreement dated May 4, 2000 relating to
premises in St. Denis, France.

The Company's UK subsidiary, VTL (UK) Ltd. was previously in
dispute with a company, which had provided it with financial
advice, in particular with respect to its employee benefits
program.

Another UK subsidiary, Viatel Holding (Europe) Ltd. is a defendant
to an action brought by two companies Cityhook Ltd. and Cityhook
(Cornwall) Ltd., which are claiming damages as a result of an
alleged infringement of E.C. and/or UK competition law.

Fiberlac, a company acting on its own behalf, and on behalf of
other telecommunications operators including the Company's Swiss
subsidiary, Viaphone AG has filed claims against three Swiss
Cantons in relation to the build of a telecommunications network.

The company's Dutch subsidiary Viatel Global Communications B.V.
(VGC) has on its own account re-located certain network
infrastructure in connection with the reconstruction of the A-12
highway.  VGC (and other like operators) claim that the Dutch
government is liable to pay the relocation costs; the government
denies any liability in this regard.  The amount claimed by VGC to
date is about $ 238,000.  Apart from the civil proceedings, VGC
and the other operators have requested that OPTA, issue its own
decision regarding the relocation costs.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?215c

                         About Viatel Holding

Headquartered in Surrey, England Viatel Holding (Bermuda) Ltd.
(Other OTC: VTLAF) -- http://www.viatel.com/-- builds, operates
and owns a state-of-the-art pan-European fiber-optic network
linking cities in Belgium, France, Germany, the Netherlands,
Switzerland, and the UK.  It is also a provider of clear channel
broadband, IP transit and transport, and virtual private networks
to corporations, communications carriers, Internet service
providers and other wholesale customers, and end-user business
customers.  The ownership stakes held by two investors, Morgan
Stanley and Aspen Partners, account for one quarter of the
company's total shares.


VISHAY INTERTECH: Wants to Waive Rights to Settle Notes Amount
--------------------------------------------------------------
Vishay Intertechnology Inc.'s board of directors adopted a
resolution pursuant to which the company intends to waive its
rights to settle the principal amount of its 3-5/8% convertible
subordinated notes, upon any conversion or repurchase of the
notes, in shares of Vishay common stock.

Holders of the notes may convert the notes into Vishay common
stock prior to the close of business on Aug. 1, 2023, subject to
various conditions set forth in the indenture governing the notes.
Holders of the notes also have the right to require Vishay to
repurchase all or some of their notes at a purchase price equal to
100% of their principal, plus accrued and unpaid interest, on
Aug. 1, 2008, Aug. 1, 2010, Aug. 1, 2013, and Aug. 1, 2018.

Pursuant to the indenture governing the notes, Vishay has the
right to pay the conversion value or purchase price for the notes
in cash, Vishay common stock, or a combination of both.

In accordance with the resolution of its board, in the future --
if notes are tendered for repurchase, Vishay will pay the
repurchase price in cash, and if notes are submitted for
conversion, Vishay will value the shares issuable upon conversion
and will pay in cash an amount equal to the principal amount of
the converted notes and will issue shares in respect of the
conversion value in excess of the principal amount.

Vishay's liquidity has changed since entering into the indenture
governing the notes in 2003.  Vishay has generated at least
$200 million in cash flows from operations each year since 2003.
It also has adequate borrowing capacity under its revolving credit
facility, if necessary, to make all principal payments on the
notes in cash.

Vishay will now consider the notes to be "instrument C securities"
as defined by Emerging Issues Task Force Consensus Opinion No.
90-19, Convertible Bonds with Issuer Option to Settle for Cash
upon Conversion.

Accordingly, the notes will be included in the diluted earnings
per share computation using the "treasury stock method" rather
than the "if converted method" otherwise required for convertible
debt.  Under the "treasury stock method," Vishay will calculate
the number of shares issuable under the terms of the notes based
on the average market price of Vishay common stock during the
period, and include that number in the total diluted shares figure
for the period.  If the average market price is less than $21.28,
no shares will be included in the diluted earnings per share
computation.

                  About Vishay Intertechnology

Headquartered in Malvern, Pennsylvania, Vishay Intertechnology
Inc. (NYSE: VSH) -- http://www.vishay.com/-- manufactures
discrete semiconductors and selected ICs, and passive electronic
components.  Vishay's components can be found in products
manufactured in a very broad range of industries worldwide. Vishay
has operations in 17 countries employing over 25,000 people.

                          *     *     *

To date, Vishay Intertechnology Inc. carries Moody's Investors
Service's B1 corporate family and probability-of-default ratings,
Ba2 bank loan debt rating and B3 subordinated debt rating.  The
outlook remains stable.

At the same time, the company carries Standard & Poor's Ratings
Services' BB long-term foreign and local issuer credit ratings.
The outlook is stable.


WHEELS UP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Wheels Up Aviation, L.L.C.
        fdba V.I.M.D.G. Aviation
        3747 East Grove Street
        Phoenix, AZ 85040

Bankruptcy Case No.: 07-03108

Type of business: The Debtor owns and operates an airline.

Chapter 11 Petition Date: June 29, 2007

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  5020 East Shea Boulevard, Suite 150
                  Scottsdale, AZ 85254
                  Tel: (602) 996-9544
                  Fax: (480) 505-9707

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                     ---------------       ------------
Atlantic Aviation           fuel                      $108,409
732 West Deer Valley
Phoenix, AZ 85027

Northern Trust Visa         credit card                $97,582
P.O. Box 790408
Saint Louis, MO
63179-0408

Honeywell                   equipment                  $56,697
Lock Box 93078
525 West Monroe Street,
7th Floor
Chicago, IL 60661

A.V. Fuel                   fuel                       $24,939

Carpenter & Associates      maintenance                $24,000

West Star                   fuel                       $21,234

Galvin Flying               fuel                       $20,034

AeroAir                     equipment                  $14,942

Flight Safety               training                   $13,000
International

Powell Aircraft Title       title services             $11,000

Mark Kohlmyer               contract pilot              $3,728

Bombardier Aerospace        equipment and fuel          $3,358

Aircraft Technical          maintenance                 $3,000
Publications

Wesley Street               contract pilot              $2,700

John Lepkowski              contracting pilot           $2,000

Wulfsberg Electronics       equipment                   $1,428

X.M. Satellite              utility bill                $1,000

Computerized Aircraft       equipment                   $1,000
Maintenance

D&D Aviation Services       equipment                     $500

Justin Unruh                contract pilot                $400


WINCOPIA FARMS: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wincopia Farms, L.P.
        10010 Gorman Road
        Laurel, MD 20723

Bankruptcy Case No.: 07-15899

Type of business: The Debtor is an agricultural supplier.
                  See http://wincopiafarmsinc.com/

Chapter 11 Petition Date: June 28, 2007

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Alan Michael Noskow, Esq.
                  Patton Boggs, L.L.P.
                  8484 Westpark Drive, Suite 900
                  McLean, VA 22102
                  Tel: (703) 744-8102
                  Fax: (703) 744-8001

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                     ---------------       ------------
Neuberger, Quinn, Gielen,   legal services             $24,500
Rubin & Gibber
One South Street
Baltimore, MD 21202

Bowie & Jensen              legal services             $12,000
29 West Susquehanna
Avenue
Towson, MD 21204


WORKFLOW MANAGEMENT: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service changed Workflow Management, Inc.'s
rating outlook to negative, while affirming existing ratings.
Details of the rating action are:

Ratings affirmed:

-- $40 million first lien revolving credit facility, due 2010
    -- Ba3, LGD 2, 27%

-- $187 million first lien term loan facility, due 2011
    -- Ba3, LGD 2, 27%

-- $141 million second lien term loan facility, due 2011
    -- B3, LGD 5, 72%

-- Corporate family rating -- B2

-- Probability of Default rating -- B2

The rating outlook is changed to negative from stable.

The change in rating outlook to negative largely reflects the
company's recent financial performance which has fallen short of
Moody's expectations.  In addition the changed outlook
incorporates the effects of recent reduced sales levels among
Workflow's customers, soft top line performance, and slower than
expected conversion of customer prospects into sales.

Workflow's B2 CFR continues to reflect the company's high
financial leverage, modest liquidity, relative low margins, its
vulnerability to business process outsourcing spending, the
intense competition faced in virtually all of its operating
segments and the relatively weak asset protection coverage
provided to lenders, especially to second lien lenders.  In
addition, the rating recognizes the risks facing Workflow in
replacing business lost from one of its largest customers.
Ratings are supported by Workflow's diversified product line, its
long-standing customer relationships, and the relatively low
capital needs of its business.

Ratings could be downgraded if Workflow continues to suffer from
higher than normal customer churn, if it cannot demonstrate a
rebound in its top line by the end of calendar 2007, if it appears
unable to reverse recent free cash flow losses or if it becomes
dependent upon revolver drawings to fund its scheduled debt
repayments (the amortization of which steps up significantly
starting in early 2008).  Ratings could also be downgraded if the
company is not on track to reduce leverage below 6 times debt to
EBITDA by the end of 2008 (according to Moody's standard
adjustments) or if it appears to face covenant compliance
pressure, which could be aggravated by a meaningful tightening of
covenant levels starting in early 2008.

Headquartered in New York, NY, Workflow Management, Inc. sources
and distributes a full range of business print and envelope
related documents and services.  For the LTM period ended March
2007, the company reported sales of about $950 million.


* Fitch Takes Various Ratings Actions on 13 Transactions
--------------------------------------------------------
Following a portfolio review of 13 transactions in its aviation
operating lease portfolio, Fitch has taken various rating actions
on these transactions:

    -- AerCo Limited;
    -- Lease Investment Flight Trust

These transactions remain unchanged:

Aviation Capital Group Trust

    -- Class A-1 affirmed at 'BBB+';
    -- Class A-2 affirmed at 'A-';
    -- Class B-1 affirmed at 'BB+';
    -- Class C-1 affirmed at 'B+';
    -- Class D-1 remains at 'C /DR6'.

Aviation Capital Group Trust II

    -- Class G-1 affirmed at 'AAA'*;
    -- Class G-2 affirmed at 'AAA'*;
    -- Class B affirmed at 'A'.

* Rating based on financial guarantee insurance policy provided by
  MBIA

Aviation Capital Group Trust III

    -- Class G-1 affirmed at 'AAA'*;
    -- Class B affirmed at 'A';
    -- Class C affirmed at 'BBB'.

* Rating based on financial guarantee insurance policy provided by
  MBIA

Airplanes Pass Through Trust

    -- Class A-8 affirmed at 'BB';
    -- Class A-9 affirmed at 'B+';
    -- Class B remains at 'C/DR6';
    -- Class C remains at 'C/DR6';
    -- Class D remains at 'C/DR6'.

Blade Engine Securitization LTD

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

Embarcadero Aircraft Securitization Trust

    -- Class A-1 remains at 'B-/DR1';
    -- Class A-2 remains at 'B/DR1';
    -- Class B remains at 'C/DR6';
    -- Class C remains at 'C/DR6';
    -- Class D remains at 'C/DR6'.

Pegasus Aviation Lease Securitization

    -- Class A-1 remains at 'CC/DR4';
    -- Class A-2 remains at 'CC/DR4';
    -- Class B-1 remains at 'C/DR6';
    -- Class C-1 remains at 'C/DR6';
    -- Class D-1 remains at 'C/DR6'.

Pegasus Aviation Lease Securitization II

    -- Class A-1 remains at 'B-/DR2';
    -- Class A-2 remains at 'B-/DR2';
    -- Class B-1 remains at 'C/DR6';
    -- Class C-1 remains at 'C/DR6';
    -- Class D-1 remains at 'C/DR6'.

Pegasus Aviation Lease Securitization III

    -- Class A-1 remains at 'B/DR2';
    -- Class A-2 remains at 'B/DR2';
    -- Class A-3 remains at 'B/DR2';
    -- Class B-1 remains at 'C/DR6';
    -- Class B-2 remains at 'C/DR6';
    -- Class C-1 remains at 'C/DR6';
    -- Class C-2 remains at 'C/DR6';
    -- Class D-1 remains at 'C/DR6'.

Triton Aviation Finance

    -- Class A-1 affirmed at 'BB-';
    -- Class A-2 affirmed at 'BB';
    -- Class B-1 remains at 'C/DR6';
    -- Class B-2 remains at 'C/DR6';
    -- Class C-1 remains at 'C/DR6';
    -- Class C-2 remains at 'C/DR6'.

Willis Engine Securitization Trust

    -- Class A-1 affirmed at 'A'.


* GE Commercial Names David Gozdecki as Managing Director
---------------------------------------------------------
GE Commercial Finance Corporate Lending has appointed David
Gozdecki as a managing director of the restructuring finance team,
providing turnaround and restructuring finance to midsize and
larger companies in the Midwest U.S. and Canada.

Mr. Gozdecki has more than 20 years of financing experience with
18 years focused on restructuring.  Most recently, he led the
national restructuring group for LaSalle Business Credit,
responsible for financing distressed companies.  Prior to that
role, he was senor vice president and portfolio manager for Fleet
Capital Corporation, focused on restructuring, debtor-in-
possession and exit financing.  Earlier in his career, Gozdecki
held accounting, underwriting and corporate finance positions at
The Northern Trust Company, Brunswick Corporation and USG
Corporation.  He received a B.S. in Accounting from Indiana
University, a law degree from John Marshall Law School and is a
certified public accountant.  Gozdecki is based in Chicago,
Illinois.

"David's extensive knowledge of rescue and bankruptcy related
financings will complement the team as we serve the critical needs
of stressed and distressed companies," said Rob McMahon, managing
director of restructuring finance for GE Corporate Lending.
"Borrowers and turnaround professionals appreciate GE's unique
combination of restructuring know-how, industry expertise and
Access GE that can actually help companies improve."

                   About GE Corporate Lending

GE Commercial Finance Corporate Lending --
http://www.gelending.com/clnews/-- is one of North America's
largest providers of asset-based, cash flow, structured finance
and other financial solutions for mid-size and large companies.
From over 30 offices throughout the U.S. and Canada, Corporate
Lending specializes in serving the unique needs of borrowers
seeking $20 million to $2 billion and more for working capital,
growth, acquisitions, project finance and turnarounds.

                  About GE Commercial Finance

Based in Norwalk, Connecticut, GE Commercial Finance (NYSE: GE) --
http://www.ge.com/-- offers businesses around the globe an array
of financial products and services.  GE serves customers in more
than 100 countries and employs more than 300,000 people worldwide.


* Lord Bissell & Brook Elects 13 New Partners to Four Offices
-------------------------------------------------------------
The law firm of Lord, Bissell & Brook LLP has elected 13 new
partners in four of the firm's seven offices.

1) Atlanta

Reagan C. Brown, Esq. concentrates her practice on corporate and
transactional matters, including the negotiation and preparation
of corporate and commercial agreements, with an emphasis on
reinsurance, premium financing and life settlement.

2) Chicago

Barrett A. Breitung, Esq. concentrates his practice on all aspects
of reinsurance and insurance coverage and litigation, with an
emphasis on reinsurance arbitration practice.

Sarah H. Dearing, Esq. concentrates her practice on the
representation of insurance and reinsurance companies in complex
litigation matters with an emphasis on insurance coverage and bad
faith litigation.

Brian I. Hays, Esq. concentrates his practice in the areas of
class action defense, unfair competition, consumer fraud,
intellectual property, and general commercial litigation on behalf
of insurance companies, financial institutions and national
companies.

Patrick M. Jones, Esq. focuses his practice in corporate
bankruptcies and insolvency-related litigation.  The Supreme Court
of Delaware recently cited his article regarding corporate
fiduciary duties in the zone of insolvency.

Kimberly V. Loies, Esq. concentrates her practice in securities
and general corporate, including securities offerings, SEC
regulatory compliance, investment management and corporate
governance.

Aaron C. Smith, Esq. concentrates his practice in the areas of
chapter 11 reorganizations and liquidations, corporate
restructuring and insolvency matters, creditors' rights and
commercial litigation.

Mona M. Stone, Esq. focuses her practice on complex commercial and
business litigation, corporate counseling, and employment
disputes, representing both public and private entities throughout
the country at arbitrations, mediations and trial.

Travis B. Wolfinger, Esq. concentrates his practice on complex
commercial litigation with a focus on antitrust and reinsurance
matters, and has represented insurance companies, financial
institutions, generic drug manufacturers and private individuals
in state and federal courts across the country.

Julie L. Young, Esq. concentrates her practice on complex
commercial and business litigation, representing national
corporations, insurance and reinsurance companies and other
clients in state and federal courts and in arbitration proceedings
throughout the country.

3) Los Angeles

Erik L. Jackson, Esq. focuses his practice on complex commercial
and business litigation, involving contractual disputes, business
and health care fraud, real estate, insurance coverage,
intellectual property, unfair competition and business torts.

Beverly Y. Lu, Esq. focuses her practice on complex commercial and
business litigation, including contract disputes, real estate
litigation, business torts, insurance and bankruptcy.

4) New York

Joseph N. Froehlich, Esq. concentrates his practice on complex
commercial litigation and arbitration, representing insurance and
reinsurance companies, financial and educational institutions.

                    About Lord Bissell & Brook

Lord, Bissell & Brook -- http://www.lordbissell.com/-- is a full
service law firm serving national and international clients from
offices in Atlanta, Chicago, London, Los Angeles, New York,
Sacramento, and Washington, D.C.


* Reed Smith Adds Three Attorneys to Los Angeles Practice
---------------------------------------------------------
Reed Smith LLP has added three attorneys to bolster its corporate
capabilities in Southern California.  Marsha A. Houston, Esq.,
Warren Jacob, Esq., and Nicole H. Kolhoff, Esq. will be resident
in the firm's Los Angeles office, effective immediately.

Ms. Houston comes to Reed Smith from the Los Angeles office of
Katten Muchin Rosenman, where she was a partner and head of that
firm's Los Angeles bankruptcy practice.  She will be a partner in
Reed Smith's firmwide Commercial Restructuring & Bankruptcy Group.

"Reed Smith provides a tremendous opportunity for me to expand my
practice.  It has a large and well known restructuring and
insolvency group with strong international capabilities," said Ms.
Houston.  "With its representation of almost every major bank, it
is a great complement to my practice and I look forward to adding
my skills to their team approach."

Both Mr. Jacob and Ms. Kolhoff formerly practiced in the Los
Angeles office of O'Melveny & Myers.  Mr. Jacobs will be counsel
in the Real Estate Practice Group, and Ms. Kolhoff, an associate
in the Financial Services Practice.

"Marsha, Warren and Nicole significantly enhance our corporate and
finance practice in Southern California," said John Iino, firmwide
head of Reed Smith's Corporate & Securities Practice.  "The
addition of partners Susan Alker from O'Melveny, Ken Ikari from
Irell & Manell, and Ramsey Hanna from Alschuler in Los Angeles  in
April jump started this growth spurt.  The arrival of Warren and
Nicole reunites a strong team from O'Melveny and broadens Reed
Smith's finance and real estate related capabilities.

Ms. Houston's practice focuses on insolvency, creditors' rights
and commercial finance.  After earning her J.D. from University of
Texas School of Law in 1987, she served as a clerk for the
Honorable Lisa Hill Fenning, U.S. Bankruptcy Judge for the Central
District of California.  From 1988 until 1991, she worked at
McKenna Conner & Cuneo, and later at Brobeck Phleger & Harrison
from 1991 until 1993.  She joined Katten as an associate in 1993
and became a partner in 1995.

Mr. Jacob is a 1983 graduate and Ms. Kolhoff is a 2001 graduate
both of University of Southern California Law School.

"With these three additions to the West Coast corporate and
financial services practice we are better positioned to provide a
depth of experience to our global corporate clients with
operations in Southern California," said Peter Kennedy, Reed
Smith's Los Angeles Office Managing Partner.  "Marsha will provide
additional financial insight in Los Angeles and she is a great fit
for the growing international scope of the corporate and
restructuring group which will help us expand our firmwide
representation of troubled companies, lenders, and creditors
committees."

                         About Reed Smith

Reed Smith -- http://www.reedsmith.com/-- is one of the 15
largest law firms in the world, with more than 1,500 lawyers in 21
offices throughout the United States, Europe and the Middle East.
Founded in 1877, the firm represents leading international
businesses from Fortune 100 corporations to mid-market and
emerging enterprises.  Its attorneys provide litigation services
in multi-jurisdictional matters and other high stake disputes,
deliver regulatory counsel, and execute the full range of
strategic domestic and cross-border transactions.  Reed Smith is a
preeminent advisor to industries including financial services,
life sciences, health care, advertising and media, shipping,
international trade and commodities, real estate, manufacturing
and education.


* Eric Prezant Joins Bryan Cave's Bankruptcy & Restructuring Group
------------------------------------------------------------------
Eric S. Prezant has joined the international law firm Bryan Cave
LLP as a partner in its Chicago office.  Mr. Prezant concentrates
his practice on corporate reorganizations, creditors' rights,
bankruptcy and insolvency law.

Mr. Prezant has extensive experience representing secured
creditors and large financial institutions on matters involving
bankruptcies, distress situations and workouts.  He has
substantial experience in bankruptcy and creditors' rights,
bankruptcy litigation, corporate reorganization, health care
finance and secured lending.  Mr. Prezant's experience also
includes representing clients in purchasing and selling assets of
distressed companies.  He has represented a wide range of clients,
including secured lenders, trustees, debtors, creditors committees
and unsecured creditors in the healthcare, aircraft and
manufacturing industries.

"Eric is a very important addition to the Chicago office," Jeffrey
W. Morof, managing partner of the office, said.  "As the Chicago
office has grown from eight lawyers in 2004 to 47 lawyers, both
the office and the firm's Bankruptcy, Restructuring and Creditors'
Right Group have seen the need for an experienced bankruptcy
lawyer in Chicago.  Eric is well known to the firm's attorneys,
and we are very pleased that Eric has agreed to join us and lead
and continue to build the Chicago office's bankruptcy and
restructuring practice."

Mr. Prezant has lectured and published on a variety of bankruptcy-
related topics and is a member of the American Bankruptcy
Institute.  He was recognized by The Deal as one of the Top
Bankruptcy Lawyers in the United States in 2007.

Mr. Prezant received his J.D., cum laude, in 1997 from John
Marshall Law School, his MBA in 1995 from Dominican University and
his B.S. in 1992 from Florida State University.

Bryan Cave LLP - http://www.bryancave.com/-- has a diversified
international legal practice.  The firm represents a wide variety
of business, financial, institutional and individual clients,
including publicly held multinational corporations, large and mid-
sized privately held companies, partnerships and emerging
companies.  Aided by extensive investments in technology, Bryan
Cave's more than 800 lawyers in 15 offices across the United
States, United Kingdom, Continental Europe, the Middle East, and
Asia efficiently serve clients' needs in the world's leading
business and financial markets.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 5, 2007
TURNAROUND MANAGEMENT ASSOCIATION
   SummerFest
      Milwaukee's Lake Front, Milwaukee, Wisconsin
         Contact: 815-469-2935 or http://www.turnaround.org/

July 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-SA Exco Meeting
         Deloitte Place, Sandton, South Africa
            Contact: http://www.turnaround.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

July 17, 2007
   BEARD AUDIO CONFERENCES
      China's New Enterprise Bankruptcy Law
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

July 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast & TMA Executive Board Meeting
         Cornell Club, New York, New York
            Contact: 646-932-5532 or http://www.turnaround.org/

July 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida / Secured Lenders Marlins Baseball Game
         Dolphin Stadium, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mystic Blue Boat Cruise
         Navy Pier, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Night of Excellence
         Petersen Automotive Museum, Los Angeles, California
            Contact: 310-458-2081 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mystic Blue Boat Cruise
         Navy Pier, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Networking Event
         Location TBA, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Charity Networking Event
         Loews Hotel, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Event Fundraiser
         Loews Hotel, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23-24, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Financial Restructuring 101 & 102
         The Flatotel, New York, New York
            Contact: http://www.frallc.com/

July 25, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Brown Bag Lunch
         Reid & Riege, New Haven, Connecticut
            Contact: http://www.iwirc.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, South Carolina
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         TBA, Arizona
            Contact: http://www.turnaround.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Social Event
         Crystal Lake Golf Club, Lakeville, Minnesota
            Contact: 612-708-0258 or http://www.turnaround.org/

July 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Golf Tournament
         Kings Deer Golf Club, Monument, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

July 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lake Tahoe Cruise: Getting to Know Your Nevada Associations
         Zephyr Cove, Lake Tahoe, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

July 31, 2007
   BEARD AUDIO CONFERENCES
      Non-Traditional Lenders and the Impact of
         Loan-to-Own Strategies on the
            Restructuring Process
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, Florida
                  Contact: http://www.turnaround.org/

Aug. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-SA Board Meeting
         Deloitte Place, Sandton, South Africa
            Contact: http://www.turnaround.org/

Aug. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 9, 2007
   BEARD AUDIO CONFERENCES
      Technology as a Competitive Advantage For Today's Legal
Processes
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

Aug. 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 9, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Brown Bag Lunch
         Blum Shapiro & Co., West Hartford, Connecticut
            Contact: http://www.iwirc.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Olympics Sportsman's Lunch
         Sofitel, Brisbane, Queensland, Australia
         Contact: 1300 303 863 or http://www.turnaround.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Aug. 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Brew Pub & Pool Social
         Wynkoop Brewing Company, Denver, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

Aug. 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Networking Event
         TBA, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

Aug. 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, Illinois
            Contact: http://www.nabt.com/

Aug. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Aug. 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs,
            New York
               Contact: http://www.turnaround.org/

Sept. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
                     http://www.turnaround.org/

Sept. 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
               Contact: http://www.abiworld.org/

Sept. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Networking at the Yards
         Oriole Park at Camden Yards, Baltimore, Maryland
            Contact: 215-657-5551 or http://www.turnaround.org/

Sept. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Sept. 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      14th Annual Connecticut Children's Medical Center
         Fundraiser Golf Outing
            Woodbridge Country Club, Woodbridge, Connecticut
               Contact: 203-265-2048 or http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lean Transformation at Current and Other Case Studies
         Denver Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Annual Golf Tournament
         Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         TBA, Arizona
            Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 4, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
http://www.turnaround.org/

Oct. 5, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown University Law Center
            Washington, District of Columbia

Oct. 9-10, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
      CONFEDERATION
         IWIRC Annual Fall Conference
            Orlando, Florida
               Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Winn Dixie Bankruptcy
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 12, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Presentation by George F. Will: The Political Argument Today
         Orlando, Florida
            Contact: www.ardent-services.com

Oct. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Educational Program at NCBJ
         Orlando World Marriott, Orlando, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 23, 2007
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy
         Contact: 240-629-
3300; http://www.beardaudioconferences.com/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Seattle, Washington
            Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 26, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Hotel Adlon Kempinski, Berlin, Germany
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331; http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees, Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333; http://www.turnaround.org/

Nov. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Mixer
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Aloha Airlines Story
         Bankers Club, Miami, Florida
            Contact: http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia 4th Annual Conference and Gala Dinner
          Hilton, Sydney, Australia
            Contact: http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495; http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver, British Columbia
            Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Holiday Gala
         Yale Club, New York, New York
            Contact: http://www.iwirc.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
         TBD, New Jersey
            Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
         Hilton, Sydney, Australia
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today's Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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 ***