TCR_Public/070608.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, June 8, 2007, Vol. 11, No. 135

                             Headlines

ACTUANT CORP: Prices $250MM Senior Notes Private Placement
AIR JAMAICA: Moody's Puts B1 Rating to Gtd. Sr. Unsecured Notes
AIR JAMAICA: S&P Rates $125 Million Notes at B
AKINYEMI BAMISAIYE: Case Summary & 4 Largest Unsecured Creditors
ALGOMA ACQUISITION: Moody's Junks Rating on $450 Million Notes

ALL AMERICAN: Court OKs Asset Sale to Rock River & Secured Lenders
AMERICAN CONSTRUCTORS: Case Summary & 18 Largest Unsec. Creditors
AMERICAN LANDMARK: Case Summary & 20 Largest Unsecured Creditors
AMERICAN LODGING: Section 341(a) Meeting Scheduled for June 21
AMERICAN LODGING: Ch. 7 Trustee Hires Skekloff as Special Counsel

AMP'D MOBILE: Organizational Meeting Scheduled on June 13
AMTROL INC: Closes $128MM Exit Financing; Emerges from Bankruptcy
ASARCO LLC: Court OKs Bidding Procedures for Salt Lake Estate Sale
ASSET ACCEPTANCE: Inks Expanded Credit Agreement
ATLANTIS PLASTICS: V.M. Philbrook Named as President and CEO

AMERICAN AXLE: Fitch Expects to Rate Senior Term Loan at BB
BAMBI'S ROOFING: Case Summary & 20 Largest Unsecured Creditors
BANC OF AMERICA: Fitch Puts Low-B Ratings on 6 Certificate Classes
BANC OF AMERICA: Fitch Holds Low-B Ratings on 2 2003-K Certs.
BENTON PARTNERS: Case Summary & Nine Largest Unsecured Creditors

BION ENVIRONMENTAL: Resumes Trading on OTC Bulletin Board
CALPINE CORPORATION: Provides Chapter 11 Plan Draft to Creditors
CALPINE CORP: Wants Deloitte's Tax Services Reallocated to KPMG
CALPINE CORP: Equity Panel Taps Altos Management as Consultant
CARDIMA INC: March 31 Balance Sheet Upside-Down by $19.8 Million

CHILD CARE: Case Summary & 20 Largest Unsecured Creditors
CII CARBON: Rain Calcining All-Cash Deal Cues S&P's Neg. Watch
CLEVELAND-CLIFFS: Sells Wabush Interest to Consolidated Thompson
CMS ENERGY: Commences Cash Tender Offer for its 7.5% Sr. Notes
CONCENTRA INC: Moody's Assigns Corporate Family Rating at B2

CONCENTRA INC: S&P Lowers Corporate Credit Rating to B from B+
CYBER CONTINUITY: Section 341(a) Meeting Scheduled for June 28
CYBER CONTINUITY: Taps Much Shelist as Bankruptcy Counsel
DANA CORP: Court OKs Sale of Fluid Products Businesses to Orhan
DONALD MCCRABB: Case Summary & 17 Largest Unsecured Creditors

EARTHSHELL CORP: Judge Gross Approves Disclosure Statement
EARTHSHELL CORP: Plan Confirmation Hearing Slated for July 23
EMERSON REINSURANCE: Moody's Rates Two Debt Facilities at Low-B
ENRON CORP: UBS Settles Equity Payment Suit for $115 Million
FORD MOTOR: Navistar Files Lawsuit for Breach of Contract

FOREST OIL: Completes Houston Exploration Acquisition
GEORGE EVERETTS: Case Summary & 20 Largest Unsecured Creditors
GLOBAL ENTERTAINMENT: Spector & Wong Raises Going Concern Doubt
GLOWPOINT INC: Amper Politziner Raises Going Concern Doubt
GUESS? INC: Earns $35.5 Million in First Quarter Ended May 5

HAIGHTS CROSS: Receives Default Notice on Senior Notes
HAIGHTS CROSS: Default Notice Prompts S&P's Negative CreditWatch
HAYES LEMMERZ: Unit Completes Tender Offer for 10-1/2% Sr. Notes
HENDRX CORP: Posts $438,593 Net loss in Quarter Ended March 31
HOLLISTON MILLS: Court Approves James Neidhart as CRO

HOLLISTON MILLS: Taps Young Conaway as Bankruptcy Counsel
IDEARC INC: March 31 Balance Sheet Upside-down by $8.75 Billion
INNOVATIVE TECHNOLOGY: Section 341(a) Meeting Scheduled on June 26
INNOVATIVE TECHNOLOGY: Can Use Provident's Cash Collateral
INNOVATIVE TECHNOLOGY: Wants Stillwater as Financial Advisor

INTERSTATE BAKERIES: Has Until October 5 to File Chapter 11 Plan
INTERSTATE BAKERIES: Court Okays Kent Magill Employment Deal
ION MEDIA: CIG and Citadel Completes Initial Tender Offer
JAMES GREEN: Case Summary & 13 Largest Unsecured Creditors
KEYSTONE AUTOMOTIVE: Moody's Cuts Ratings on Weak Credit Metrics

M. GRANDE RESORT: Section 341(a) Meeting Scheduled for June 29
MONARCH COMMERCIAL: Case Summary & 8 Largest Unsecured Creditors
MONTECITO BROADCAST: Sale Exploration Cues S&P's Negative Watch
MYSTIC RE: S&P Rates $150 Million 2007-1 Class A Notes at B+
MYSTIQUE ENERGY: Calgary Oil Company Buys Oil Assets for $19.2MM

NATURALLY ADVANCED: Posts $134,818 Net Loss in Qtr. Ended March 31
NIGHTHAWK RADIOLOGY: Moody's Assigns Ba3 Corporate Family Rating
NIGHTHAWK RADIOLOGY: S&P Puts Corporate Credit Rating at B+
NORTHERN BOULDER: Voluntary Chapter 11 Case Summary
NOVELIS CORP: Moody's Rates $860 Million Senior Notes at Ba2

OPTION ONE: Moody's Rates Class Class M-10 Certificates at Ba1
ORTHOMETRIX INC: Losses Spurs Radin Glass' Going Concern Doubt
OTAY VALLEY: Case Summary & Six Largest Unsecured Creditors
PAC-WEST TELECOMM: Court Gives Final Nod on $18.5MM DIP Financing
PIER 1: Enters Second Amendment to Credit Agreement

PORTRAIT CORP: Court Sets July 11 Plan Confirmation Hearing
PRUDENTIAL EQUITY: Equity Research Operations Discontinued
PUIG INC: Wants Ronald Glass as Chief Restructuring Officer
QWEST COMMS: Operations EVP Barry Allen to Retire
REAL ESTATE: S&P Rates CDN$1.32 Mil. Class L Certificates at B-

RELIANT ENERGY: Prices Offering for 7.625% and 7.875% Sr. Notes
REPRO-MED SYSTEMS: Myler & Company Raises Going Concern Doubt
RICHARD DAVIS: Voluntary Chapter 11 Case Summary
SAINT VINCENTS: Files Plans of Reorganization & Liquidation
SANMINA-SCI: Intends to Offer $600 Million of Senior Notes

SANMINA-SCI: Fitch Rates Proposed $600 Million Notes at BB+
SANMINA-SCI: Moody's Rates $600 Million Senior Notes at Ba3
SANMINA-SCI: S&P Rates $600 Million Floating-Rate Notes at B+
SPECTRUM BRANDS: A. Genito Promoted to Chief Financial Officer
STAR HILL: Case Summary & 20 Largest Unsecured Creditors

STRUCTURED ASSET: Moody's Rates Classes B1 & B2 Certs. at Low-B
STRUCTURED ASSET: Moody's Rates Class B Certificates at Ba1
TAPE BORROWER: Moody's Junks Rating on Sr. Secured Term Loan C
TOWER AUTOMOTIVE: Judge Gropper Approves Disclosure Statement
TOWER AUTOMOTIVE: Plan Confirmation Hearing Scheduled on July 11

TRIPOS INC: Completes Sale of R&D Business to Commonwealth Biotech
TROPICANA ENT: Lenders OK Interest Rate Reduction on Facilities
UNIVERSAL HOSPITAL: Completes Sale to Bear Stearns
U.S. ENERGY: Discloses $67.1 Mil. Final Payment to Countryside
W&T OFFSHORE: Launches $450 Million Senior Notes Offering

WESTON NURSERIES: Asks July 31 Extension to Modify Plan

* Dan Scouler Creates Restructuring Firm Scouler & Company

* BOOK REVIEW: Bankruptcy Investing: How to Profit from Distressed
               Companies (Revised Edition)

                             *********

ACTUANT CORP: Prices $250MM Senior Notes Private Placement
----------------------------------------------------------
Actuant Corporation has priced its private placement of $250
million aggregate principal amount of 6.875% Senior Notes due
2017.  The Senior Notes will be issued at a price of 99.607%, to
yield 6.93%.  The sale of the senior notes is expected to close on
or about June 12, 2007.

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

The senior notes have not been registered under the Securities Act
of 1933, as amended, and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S.
persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act.  Accordingly, the notes are being offered and sold only to:

   (a) "qualified institutional buyers", as defined in Rule 144A
        under the Securities Act, and

   (b) outside the United States, to non-U.S. persons in
       compliance with Regulation S under the Securities Act.

                       About Actuant Corp.

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

                         *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Actuant Corp.'s proposed $250 million senior unsecured notes due
2017.  The proceeds from the notes will be principally used to
repay a portion of borrowings under the company's senior credit
facility due 2009.


AIR JAMAICA: Moody's Puts B1 Rating to Gtd. Sr. Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to Air Jamaica
Limited's guaranteed senior unsecured notes.  The rating is based
on the unconditional and irrevocable guarantee of the
Government of Jamaica which has a foreign-currency bond rating of
B1.  

Jamaica's foreign currency bond rating reflects the country's
mixed, free market economy with state enterprises as well as
private sector businesses and the government's commitment to
fiscal discipline and comparatively low external government debt
ratios.  The Ba3 foreign currency country ceiling for bonds is
based on the foreign currency government bond rating of Ba1 and
Moody's assessment of a medium risk of a payments moratorium in
the event of a government bond default.

The B1 rating assigned to Air Jamaica Limited reflects the
application of Moody's rating methodology for government-related
issuers, 'The Application of Joint Default Analysis to government-
Related Issuers', published in April 2005.  The Baseline Credit
Assessment for Air Jamaica Limited is 21 reflecting weak
performance, a history of operating losses and high leverage.  The
likelihood of government support is high because of Air Jamaica's
status as the national flag carrier and the existence of
approximately $400 million of debt issued by Air Jamaica that is
guaranteed by the Government.  The default dependency is high
because, while the government has a constitutional provision that
prioritizes the elimination of a budget deficit by mandating debt-
service payments as the first expenditure policy, if Air Jamaica
is unable to make timely payments of interest and principal the
unsecured notes will become the obligation of the Government of
Jamaica and will be included as public sector indebtedness which
is subject to the provision of payment under the Jamaican
Constitution.

Although the current rating outlook for the Government of Jamaica
is stable, the company must contend with a number of credit
challenges including a high vulnerability to domestic and external
shocks, such as hurricanes or other natural disasters or other
circumstances such as increased airport access costs and fees
imposed on passengers which cause a reduction in demand for air
transportation to Jamaica, and which could impact the tourism
industry and Jamaica's economy more broadly.

As a result of poor financial performance with operating losses
between 1994 and 2004, the Government of Jamaica acquired full
ownership and control of Air Jamaica Holdings, which holds 100% of
the outstanding common shares of Air Jamaica Limited, the national
airline of Jamaica on Dec. 23, 2004.  In each of the fiscal years
since being acquired by the Government Air Jamaica's operating
losses have continued.  The Government unconditionally guarantees
payment of principal and interest on the notes which will be sold
in privately negotiated transactions which, under Rule 144A, do
not require registration under the Securities Act of 1933.

The stable outlook reflects the likelihood that the Government
will continue to invest in Air Jamaica despite its continued
generation of operating losses.  Downward pressure on the rating
could occur if real gross domestic product fails to exhibit
sustainable growth, the tourism industry (Jamaica's leading gross
earner of foreign exchange) contracts, or net inflows from
official and private sources are inadequate to finance the current
account deficit.  The ratings could be raised if, in
addition to continued strengthening of the credit metrics of the
Government of Jamaica, Air Jamaica generates sustained operating
profits and positive cash from operations, which allow the company
to increase its cash balance.

Assignments:

   * Issuer: Air Jamaica Limited

     -- Senior Unsecured Regular Bond/Debenture, Assigned B1

Air Jamaica Limited, headquartered in Kingston, Jamaica, provides
service from Jamaica to the U.S., Toronto, and other Caribbean
destinations.


AIR JAMAICA: S&P Rates $125 Million Notes at B
----------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to Air
Jamaica Ltd.'s $125 million notes due 2027.
     
The rating on the Air Jamaica notes, which is equal to the long-
term foreign currency rating on the sovereign, is based on the
government's unconditional guarantee of both principal and
interest payments, and is subject to final review of the guarantee
documentation and proper parliament approval.
     
With the new notes, Air Jamaica will use $35.0 million to repay
principal advances made to the company by the government from
funds received under the Venezuelan oil product financing
agreement, $38 million to pay a portion of its current outstanding
debt, and the remaining $50.0 million to finance capital
expenditures and repay trade liabilities.
     
On Dec. 23, 2004, the government purchased 72.3% of the
outstanding shares of Air Jamaica, giving it total control of the
airline.  The government had privatized the airline in 1994, but
took control of it following major losses in recent years.  S&P
believe that the airline will require more government support in
the next few years to continue operations, due to strong
competition from other international airlines, as well as its
vulnerable cost structure.
     
The ratings on Jamaica are supported by the government's ongoing
commitment to fiscal discipline and debt reduction.  This,
together with the favorable external situation in 2006, helped
maintain macroeconomic stability and support the growing
confidence of domestic businesses and international investors.  
Lower interest rates further boosted investment, leading to higher
economic growth.  Real GDP grew by an estimated 2.6% in 2006, the
best performance during the past decade. Despite the obvious
positive developments, long-standing challenges continue to hinder
an improvement in debt trends -- a main factor constraining S&P's
ratings on Jamaica.


AKINYEMI BAMISAIYE: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Akinyemi O. Bamisaiye
        13675 Nichols Drive
        Clarksville, MD 21029

Bankruptcy Case No.: 07-15107

Chapter 11 Petition Date: June 4, 2007

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Darryl Armfield Kelley, Esq.
                  6944 Allentown Road
                  Camp Springs, MD 20748
                  Tel: (301) 449-6200
                  Fax: (301) 449-3715

Total Assets: $1 Million to $100 Million

Total Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Argyle Land Company, Inc.                             $100,000
dba Argyle Country Club
14600 Argyle Club Road
Silver Spring, MD 20906

DaimlerChrysler Corp.       2000 Jeep Cherokee          $6,000
2050 Roanoke Road           value of security:
Roanoke, TX 76262

Maryland Financial and                                  $4,700
Real Estate Trust
c/o Benjamin M. Decker,
P.A.
5602 Balto National
Pike, Suite 106
Catonsville, MD 21228

Howard County-- County                                  $2,000
Attorney


ALGOMA ACQUISITION: Moody's Junks Rating on $450 Million Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Algoma Acquisition Corp., a newly-created holding company that has
been set up to facilitate the acquisition of Algoma
Steel Inc.

Moody's also assigned a B3 rating to the company's $450 million
secured term loan due 2013 and a Caa1 rating to its
$450 million senior unsecured notes due 2015.  The rating outlook
is stable.  

This is the first time Moody's has rated the debt of Algoma since
it emerged from bankruptcy in 2002.  The new financing is being
done in connection with the purchase of the company by Essar Steel
Holdings Limited for CDN$1.8 billion, including approximately
CDN$1.2 billion of debt, CDN$0.5 billion of equity, and cash.

These ratings were assigned:

   -- Corporate family rating - B3;

   -- Probability of default rating -- B3;

   -- $450 million secured term loan due 2013 -- B3
      (LGD3, 47%);

   -- $450 million senior unsecured notes due 2015 -- Caa1
      (LGD5, 76%);

   -- Speculative grade liquidity rating -- SGL-3.

Algoma's ratings reflect its very high leverage, single-site
location, modest scale, and lack of control over raw material
prices.  It is dependent predominantly on commodity grades of
sheet steel, where it competes with much larger and better-
capitalized companies having relatively lower retiree liabilities.  
Moody's believes that the company has a high
degree of operating leverage.  This has contributed to strong
results in the current upmarket but makes it vulnerable to soft
demand and price declines.  Over the last several years, hot
rolled sheet products have exhibited more volatility than most
steel products, experiencing quarterly price drops of $50-90 per
ton (9-14% declines) during the mid-2005 and year-end 2006
periods.  As the prices that Algoma pays for its iron ore and coal
are determined by long-term contracts, its margins in the
short term are highly correlated with steel selling prices.

Over the next several years, Moody's expects new owner ESH to
promote Algoma's investment in a number of capital projects
designed to increase its capacity, productivity and proportion of
non-commodity products.  The projects could consume all of
Algoma's operating cash flow.  Some of these projects can be
delayed if market conditions do not justify the expenditures, but
several are needed to better match steelmaking and
rolling capacity and, in Moody's opinion, ensure that Algoma's
value-added product capabilities do not fall behind those of its
competitors.  In 2007, Algoma expects to spend CDN$146 million in
capex, nearly three times its 2004-2006 average levels, We believe
this capex will continue at the higher level for several years,
which, when combined with Algoma's high interest expense, could
significantly delay debt reduction throughout the current upcycle
for the steel industry.

The ratings positively reflect Algoma's relatively low cost hot
rolled steel making capabilities, using its Direct Strip
Production Complex, and favorable steel industry fundamentals.

Algoma's pro forma debt will be CDN$1.22 billion and
CDN$1.4 billion using Moody's standard adjustments for underfunded
pensions (CDN$164 million) and leases
(CDN$14 million).

On the basis of adjusted debt per tons shipped, Algoma's CDN$578
per ton is the highest of any steel company Moody's rates.
Adjusted debt to LTM March 31, 2007 revenues is also high at 73%.

The SGL-3 speculative grade liquidity rating considers Algoma's
modest, and possibly negative, free cash flow over the next 12
months and its high reliance on its $425 million asset-based
revolving credit facility, which will be 50% utilized upon closing
of the acquisition.

Algoma Steel Inc., headquartered in Sault Ste. Marie, Ontario, is
the third largest integrated steel producer in Canada, accounting
for approximately 15% of Canadian raw steel production.  About 80%
of Algoma's sales are sheet products, with plate products
accounting for the balance.  Of 2006 revenues of CDN$1.9 billion,
65% and 35% were from sales in
Canada and the U.S., respectively.  Algoma's principal end markets
are steel service centers, the automotive industry, steel
fabricators and manufacturers.

Essar Steel Holdings Limited is the second-largest private sector
steel producer in India.  ESH is a wholly-owned, Mauritius-based
subsidiary of Indian conglomerate, Essar Global Limited.  Essar
recently announced the acquisition of Minnesota Steel LLC, a
greenfield mine-to-steel project located near Nashwauk, Minnesota.


ALL AMERICAN: Court OKs Asset Sale to Rock River & Secured Lenders
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
gave authority to All American Semiconductor, Inc. to proceed with
the sale of substantially all of its assets to a two-party
consortium of Rock River Capital LLC and its senior secured
lenders, for which Harris N.A. acts as agent.

The aggregate purchase price from the auction is $15.2 million and
will be paid to Harris N.A. as agent for the senior secured
lenders in the form of a reduction in the senior secured lenders'
secured claim.

As reported in the Troubled Company Reporter on June 6, 2007, Rock
River Capital was the successful bidder for substantially all of
the company's operating assets and is expected to continue to
operate the acquired assets as a going concern business.

Rock River did not purchase the company's commercial tort claims,
avoidance actions, accounts receivable and certain other
miscellaneous assets.  The company's senior secured lenders were
the successful bidders for its accounts receivable.  None of the
company's commercial tort claims or avoidance actions was sold.

                 About All American Semiconductor

Based in Miami, Florida, All American Semiconductor
Inc. (Pink Sheets: SEMI.PK) -- http://www.allamerican.com/--
is a distributor of electronic components manufactured by
others.  The company distributes a full range of semiconductors
including transistors, diodes, memory devices, microprocessors,
microcontrollers, other integrated circuits, active matrix
displays and various board-level products.  All American also
distributes passive components such as capacitors, resistors and
inductors; and electromechanical products such as power supplies,
cable, switches, connectors, filters and sockets.  The company
also offers complete solutions for flat panel display products.  
In total, the company offers approximately 40,000 products
produced by approximately 60 manufacturers.  The company has
36 strategic locations throughout North America and Mexico,
as well as operations in both Asia and Europe.

The company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963).  Tina M. Talarchyk, Esq., at Squire Sanders & Dempsey
LLP, in West Palm Beach, Florida, represents the Debtors.  Jerry
M. Markowitz, Esq., at Markowitz, Davis, Ringel & Trusty, P.A.,
and William M. Hawkins, Esq., at Loeb & Loeb LLP, represents the
Committee.  As of Feb. 28, 2007, the company had total assets of
$117,634,000 and total debts of $106,024,000.


AMERICAN CONSTRUCTORS: Case Summary & 18 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: American Constructors of North Carolina, Inc.
        3280 Charles Boulevard, Suite A
        Greenville, NC 27858

Bankruptcy Case No.: 07-02083

Chapter 11 Petition Date: June 6, 2007

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Box 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Total Assets: $1,023,843

Total Debts:  $2,069,541

Debtor's List of its 18 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
ER Lewis Construction Co.                       $516,040
P.O. Box 565
Greenville, NC 27835

The Little Bank                                 $426,036
P.O. Box 279
Kinston, NC 28502

Stock Building Supply                            $98,796
P.O. Box 404934
Atlanta, GA 30384

Rogister/Braswell Plumbing                       $78,635

Abraham's Painting                               $56,639

Carolina Heating & Air                           $50,296

Carolina Floor Systems                           $41,790

Brooks Dry Wall, Inc.                            $40,812

Ready Mix Concrete Co.                           $38,814

Hanover Design Services                          $35,001

Whirlpool Builder                                $34,734

Marsh Furniture Company                          $32,716

Consolidated Distribution                        $31,924

Trusswood, Inc.                                  $29,693

ABC Supply Co., Inc.                             $27,773

Interior Trim Logistics                          $26,449

Hectro Trejois                                   $26,323

Larry's Carpet One                               $25,315


AMERICAN LANDMARK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American Landmark Group, Inc.
        1501 Canton Road
        Marietta, GA 30066

Bankruptcy Case No.: 07-69070

Chapter 11 Petition Date: June 6, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  Lamberth, Cifelli, Stokes & Stout, P.A.
                  Suite 550, 3343 Peachtree Road Northeast
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  Fax: (404) 262-9911

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
Merchants Metals                               $126,401
276 First Street
Forest Park, GA 30297

ADT                                            $100,868
c/o John N. Pappanastos
4131 Carmichael Road, Suite 2
Montgomery, AL 36106

G-Plex, Inc.                                   $100,563
Peach State Manufacturing
P.O. Box 2244
Tuscaloosa, AL 35403

Poly Vinyl Creations                            $65,071

Home Depot                                      $65,070

Bell South Advertising                          $63,368

Bank of America                                 $50,062

Aruvil International, Inc.                      $48,058

Capital Wholesale Fence Co.                     $32,219

Circle "A" Fence, Inc.                          $31,788

Fastening Solutions                             $27,399

Atlanta Journal - Value Clipper                 $21,646

Controlled Products Systems                     $20,029

Yellow Book USA                                 $16,351

DataNational                                    $11,099

Cypress Communications                           $8,644

Corcoran Forest Products                         $7,800

Blue Cross/Blue Shield of Georgia                $7,499

HD Supply/White Cap Const.                       $7,032

Moore Ingram Johnson & Steele                    $7,014


AMERICAN LODGING: Section 341(a) Meeting Scheduled for June 21
--------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of American
Lodging Inc.'s creditors at 11:00 p.m., June 21, 2007, at 3:00
p.m. at Room 1194, Federal Building (Fort Wayne).

This is the first meeting of creditors after the Debtors' chapter
11 case was converted to a Chapter 7 liquidation proceeding.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Indianapolis, Ind., American Lodging Inc.
aka Relax Inn operates a hotel and inn.  The company filed a
chapter 11 petition on November 10, 2006 (Bankr. N.D. Ind. Case
No. 06-12067).  Scot T. Skekloff, Esq., at Skekloff, Adelsperger &
Kleven, LLP represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtor sought protection from its creditors, it listed assets and
debts between $1 million to $100 million.

On May 24, 2007, the Court converted the Debtor's case to a
Chapter 7 liquidation proceeding.  R. David Boyer has been
appointed as Trustee.


AMERICAN LODGING: Ch. 7 Trustee Hires Skekloff as Special Counsel
-----------------------------------------------------------------
R. David Boyer, the appointed Chapter 7 Trustee for American
Lodging Inc.'s bankruptcy case, asks the United States Bankruptcy
Court for the Northern District of Indiana for permission to
employ Skekloff, Adelsperger & Kleven, LLP, as his special
counsel.


The firm is expected to pursue preferential transfer action
and related actions against D.I. of Natchez, Inc., Mid Town
Acquisition Company and Vine Garden Limited Partnership.

Scot T. Skekloff, Esq., a partner of the firm, will bill $220 per
hour for this engagement.

Mr. Skekloff can be reached at:

     Scot T. Skekloff, Esq.
     Skekloff, Adelsperger & Kleven, LLP
     927 S Harrison Street
     Fort Wayne, IN 46802
     Tel: (260) 407-7000
     Fax: (260) 407 7137
     http://www.sak-law.com/

Headquartered in Indianapolis, Ind., American Lodging Inc.
aka Relax Inn operates a hotel and inn.  The company filed a
chapter 11 petition on November 10, 2006 (Bankr. N.D. Ind. Case
No. 06-12067).  Scot T. Skekloff, Esq., at Skekloff, Adelsperger &
Kleven, LLP represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtor sought protection from its creditors, it listed assets and
debts between $1 million to $100 million.

On May 24, 2007, the Court converted the Debtor's case to a
Chapter 7 liquidation proceeding.  R. David Boyer has been
appointed as Trustee.


AMP'D MOBILE: Organizational Meeting Scheduled on June 13
---------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will
hold an organizational meeting to appoint an official
committee of unsecured creditors in Amp'd Mobile Inc.'s
Chapter 11 case on June 13, 2007, 1:30 p.m., at Room 5209,
J. Caleb Boggs Federal Building, 844 King Street, in
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

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

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 3;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


AMTROL INC: Closes $128MM Exit Financing; Emerges from Bankruptcy
-----------------------------------------------------------------
AMTROL Inc. and its debtor-affiliates have emerged from their
Chapter 11 reorganization after the closing of a $128 million exit
financing facility.

The closing followed the May 24, 2007 confirmation of the Debtors'
First Amended Joint Chapter 11 Plan of Reorganization by the U.S.
Bankruptcy Court for the District of Delaware, proposed by the
Debtors and their Official Committee of Unsecured Creditors.

The Plan received 100% approval from the holders of AMTROL's
Senior Subordinated Notes with more than 98% of the holders
electing to receive equity in exchange for their Notes.  Pursuant
to the Plan, the new equity holders, led by Newport Global
Advisors, have converted their Notes into equity in the
reorganized company.  The restructuring has reduced the company's
debt by 45% and greatly lowered its cost of debt capital and
interest expense.

"We are very excited about the new beginning for AMTROL provided
by this new capital structure and the strategic backing of Newport
Global Advisors.  The past several years have seen AMTROL, a long-
time industry leader, burdened by too much debt.  We look forward
to investing in the company, its people and products much more
aggressively than the previous capital structure permitted," said
Larry T. Guillemette, Chairman and CEO of the company.

Merrill Lynch and Credit Suisse arranged the $128 million exit
financing that enabled the company to emerge from bankruptcy.  The
money was used to repay the debtor-in-possession financing in
place during the restructuring, to pay the few Note holders that
elected cash as well as the costs and expenses of the bankruptcy
cases and to fund the ongoing operations of the company.

Since the filing in December 2006, AMTROL has continued to operate
in the normal course of business and has experienced no
disruptions during the Chapter 11 reorganization process.  All of
the company's manufacturing and distribution facilities have
remained open and have continued to serve customers in the normal
course.  The company's foreign operations were not involved in the
bankruptcy cases.

                         About Amtrol Inc.

Based in West Warwick, Rhode Island, Amtrol Inc. --
http://www.amtrol.com/-- manufactures and markets water storage
and pressure control products, water heaters and cylinders.  The
company's major products include pressure tanks used in well
water, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders.

The company and three of its affiliates filed for chapter 11
protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No.
06-11446).  Douglas Gray, Esq., Stuart J. Brown, Esq., and William
E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge LLP,
represent the Debtors.  The Debtor's financial advisor is Miller
Buckfire & Co., LLC.  Kara Hammond Coyle, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Official Committee of Unsecured Creditors.  As of
Apr. 1, 2006, the Debtors' consolidated financial condition showed
$229,270,000 in total assets and $235,802,000 in total debts.

The Court confirmed the Debtors' First Amended Joint Plan of
Reorganization on May 24, 2007.


ASARCO LLC: Court OKs Bidding Procedures for Salt Lake Estate Sale
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
approved the bidding procedures to govern the sale of ASARCO LLC
and its debtor-affiliates' approximately 6.9 acres of real
property located in Salt Lake City, Utah, to Western States
Lodging, LLC, for $2,200,000.

The Court orders that all qualifying bids must be submitted on or
before June 15, 2007, to Tom Aldrich, Ruth Kern, Jack Gracie,
Baker Botts, LLP, and Reed Smith, LLP.  Any party who wants to
submit a Competing Offer must accompany that offer with a $76,000
good faith deposit, which will be wired to First American Title
Insurance Agency, LLC, as the escrow agent.

If one or more Qualifying Bids are received, an auction will be
conducted on June 20, 2007, at the offices of NAI Utah Commercial
Real Estate, Inc., at 343 East 500 South, in Salt Lake City,
Utah.  During the Auction, bidding will begin with the highest
Qualifying Bid and subsequently continue in minimum increments of
at least $10,000 higher than the previous bid.

If no bid is received other than the bid submitted by Western
States, then a sale hearing will be held on June 29, 2007.

As reported in the Troubled Company Reporter on May 23, 2007, the
Debtors had asked the Court to approve the procedures to govern
the auction of the Property:

   (1) To be deemed a Qualifying Bidder, interested bidders
       must deliver to Tom Aldrich, Ruth Kern, Jack Gracie, Baker
       Botts, L.L.P., and Reed Smith LLP, a written bid to be
       received no later than June 15, 2007.

   (2) Competing Offers must, among other things, be accompanied
       by a good faith deposit of $76,000, which will be wired
       the Escrow Agent and must state provide adequate and
       sufficient information to demonstrate that the bidder has
       a financial commitment and the ability to consummate the
       transaction.

   (3) If more than one Qualifying Bid is received, an auction
       will be held at 10:00 a.m., on June 20, 2007, at the
       offices of NAI Utah Commercial Real Estate, Inc., at 343
       East 500 South, in Salt Lake City, Utah.

   (4) Bidding will begin with the highest Qualifying Bid and
       subsequently continue in minimum increments of at least
       $10,000 higher than the previous bid.

   (5) If ASARCO consummates a sale transaction with a bidder
       other than Western States, ASARCO will pay Western States
       $66,000 as a Break-Up Fee.

   (6) If no other Qualifying Bid is received, a hearing to
       consider the sale of the Property to Western States will
       be held on June 29, 2007.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASSET ACCEPTANCE: Inks Expanded Credit Agreement
------------------------------------------------
Asset Acceptance Capital Corp. has entered into an expanded credit
agreement containing a $100 million revolving credit facility and
a $150 million term loan facility.

As a result, the company has satisfied the financing condition of
the company's modified "Dutch auction" tender offer.

As with the company's former revolving credit facility, the new
$100 million revolving credit facility will be used to supplement
cash flows available for the acquisition of purchased receivables,
in addition to other general corporate purposes.  Furthermore, the
new facility includes an accordion loan feature which permits a
$25 million credit limit extension, should the company require
additional access to capital to support future operations.  The
new revolving credit facility has a five-year-term expiring June
12, 2012.

In addition to the new revolving credit facility, the expanded
credit agreement also contains a $150 million term loan facility,
which the company will use to fund a plan to return $150 million
to shareholders.

The new term loan facility will mature on June 12, 2013 and will
amortize $1.5 million per year, in quarterly installments
beginning on or about Sept. 30, 2007, with any remaining principal
due at final maturity.

"By entering into this new term loan facility that will be used to
provide a significant, direct return of cash to the company's
shareholders, the company believes that it has improved the
company's capital structure," Brad Bradley, chairman, president
and CEO of Asset Acceptance Capital Corp., said.  "At the same
time, retaining and extending its $100 million revolving credit
facility gives the company continued access to liquidity to take
advantage of opportunities to purchase paper or invest in other
strategic alternatives that may arise.  "The company is pleased
with the interest from lenders in the market and as a result, the
favorable financing terms it obtained in this new credit
agreement.  The company remains committed to managing shareholder
capital in a prudent and disciplined manner."

JPMorgan Chase Bank acted as the lead lender participating in the
expanded credit agreement.

Shareholders may obtain free copies of the offer to purchase and
other related materials that have been filed by the company with
the Securities and Exchange Commission,  from Mackenzie Partners
Inc., the company's information agent, by calling toll-free 800-
322-2885.

                    About Asset Acceptance

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

                          *     *     *

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


ATLANTIS PLASTICS: V.M. Philbrook Named as President and CEO
------------------------------------------------------------
Atlantis Plastics Inc. has appointed V.M. Philbrook as its
President and Chief Executive Officer.

"Mr. Philbrook's appointment represents an orderly transition
of leadership at the company.  Since joining Atlantis in 2003,
[he] has assumed an ever increasing level of understanding and
responsibility. [He] has served as President of the Plastic Films
business, the President of Operations for Atlantis Plastics, and
since September of 2006, as our President and Chief Operating
Officer," stated Mr. Earl W. Powell, Chairman of the Board.

Concurrently with the appointment of Mr. Philbrook to President
and Chief Executive Officer, Mr. Powell will resign as Interim
CEO. Mr. Powell will continue to serve as the Chairman of the
Board.

Mr. Powell also stated, "We are pleased to have Bud Philbrook lead
the Atlantis team.  [He] has exhibited excellent leadership skills
during his 3.5 years at Atlantis.  His development at Atlantis has
been personally satisfying."

Mr. Philbrook who holds a Bachelor of Science in Electrical
Engineering, and a Certificate in Pulp and Paper Technology
from the University of Maine, stated: "I am pleased to be able to
continue a leadership role for Atlantis Plastics.  I am very proud
of the senior leadership team we have assembled, and look forward
to working with them to take our set of plastics businesses to
even stronger levels of market presence and profitability.  I am
grateful that Mr. Powell and the other Board members have provided
me this opportunity."

                     About Atlantis Plastic

Atlantis Plastics Inc. - http://www.atlantisstock.com--  
manufactures polyethylene stretch and custom films, and molded
plastic products.


AMERICAN AXLE: Fitch Expects to Rate Senior Term Loan at BB
-----------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB' to the senior
unsecured term loan announced by American Axle & Manufacturing
Holdings, Inc., subject to review of final documentation.

The company's current ratings are :

American Axle & Manufacturing Holdings, Inc.

    -- Issuer Default Rating 'BB';

American Axle & Manufacturing, Inc.

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

The Rating Outlook is Negative. Including the available portion of
AXL's revolving credit facility, Fitch's ratings affect
approximately $1.5 billion of indebtedness.

Fitch expects the proceeds from the new $250 million term loan to
be used to refinance the existing term loan due 2010.  The new
term loan should reduce cost of capital and extend the maturity
into 2012. Annual cash interest savings should be around
$4 million.  The new term loan covenants are more flexible in that
they will not include the limitations on restricted payments
contained in the existing term loan agreement.

Additionally, the leverage ratio debt incurrence test will
increase to 3.75 from 3.50 and the allowable asset dispositions
amount will increase from $50 million from $10 million.  The
amount of baskets for permitted liens and indebtedness are
approximately the same in the aggregate with some slight
modifications to the descriptions.  The change-in-control covenant
remains unchanged.

Fitch's affirmation reflects the risks associated with AXL's
dependence on General Motors Corp. (GM; Fitch IDR 'B'; Rating
Watch Negative) for roughly 75% of its total revenue and in
particular, GM's passenger trucks, which compete in segments that
will remain under pressure in 2007.

Partially offsetting these risks are AXL's margin performance,
solid liquidity and competitive position; the financial benefits
of recent headcount reduction; and an expected improvement in free
cash flow in 2007.  Free cash flow over the next several years
will benefit from recent restructuring activities and reduced
capital expenditure levels following an extended period of higher
costs associated with the launch of GM's GMT900 trucks and
international growth initiatives.  In addition, the new business
backlog with customers other than GM continues to grow.

The Negative Rating Outlook reflects the credit condition of AXL's
largest customer, critical labor negotiations later this year
between GM and the United Auto Workers union, a financially
stressed base of suppliers other than AXL, and the uncertain
sustainability of large pickup truck production volume in light of
a slump in new home construction.  In addition, there is the
uncertainty regarding demand for large sport utility vehicle (SUV)
relative to consumers' reaction to higher fuel prices.  Fitch
could revise the Rating Outlook to Stable if GM's production
outlook stabilizes or AXL's free cash flow materially improves in
2007, providing increased cushion against the uncertainty of the
factors listed above.

AXL has maintained its financial discipline through a period of
heavy investment and in the midst of difficult industry
conditions.  While many suppliers have chosen to take advantage of
attractive secured financing arrangements, AXL's funding has
remained unsecured.  AXL's credit metrics are healthy for the
current rating, but AXL's credit profile is currently constrained
by the company's dependence on GM, exposure to light trucks, and
negative free cash flow over the past two years.  For 2006 AXL's
total debt to operating EBITDA was 2.6 times (x), total adjusted
debt to operating EBITDAR (adjusted for rent) was 2.9x, and funds
from operations (FFO) adjusted leverage was 3.4x.


BAMBI'S ROOFING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bambi's Roofing, Inc.
        c/o Ken Collins
        P.O. Box 156
        Atwood, IN 46502

Bankruptcy Case No.: 07-31413

Type of Business: The Debtor is a sheet metal and roofing
                  contractor.

Chapter 11 Petition Date: June 6, 2007

Court: Northern District of Indiana (South Bend Division)

Debtor's Counsel: J. Richard Ransel, Esq.
                  Thorne, Grodnik LLP
                  228 West High Street
                  Elkhart, IN 46516
                  Tel: (574) 294-7473
                  Fax: (574) 294-5390

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
RSSP                                            $565,197
403 East Main Street - Atwood
Warsaw, IN 46580

Dura Last                                       $357,432
525 Morley Drive
Saginaw, MI 48604-9482

Remax, Inc.                                      $99,175
P.O. Box 840063
Dallas, TX 75284-0063

Ken Collins                                      $93,044

ABC Supply                                       $67,586

Pillar Supply                                    $53,588

Capital Bank and Trust Co.                       $51,981

North Central Co-op                              $46,536

Downtown Atwood, LLC                             $37,016

Brenda Collins                                   $34,831

Indiana Department of Workforce Development      $26,787

Cannonwell                                       $23,116

Indiana Department of Transportation             $20,526

Western Reserve Administration                   $19,925

Modern Builders Supply, Inc.                     $18,750

Cordeck                                          $18,166

American Interstate Insurance Co.                $16,778

Garland Industries, Inc.                         $16,672

South Bend Condo Hotel, LLC                      $16,305

Weidner & Company, P.C.                          $13,370


BANC OF AMERICA: Fitch Puts Low-B Ratings on 6 Certificate Classes
------------------------------------------------------------------
Banc of America Commercial Mortgage Inc., Series 2007-2,
commercial mortgage pass-through certificates are rated by Fitch
as:

    -- $58,000,000 Class A-1 'AAA';
    -- $753,000,000 Class A-2 'AAA';
    -- $162,600,000 Class A-3 'AAA';
    -- $60,978,000 Class A-AB 'AAA';
    -- $602,000,000 Class A-4 'AAA';
    -- $529,302,000 Class A-1A 'AAA';

    -- $3,172,686,516 Class XW 'AAA' (notional amount and interest
       only);

    -- $317,269,000 Class A-M 'AAA';
    -- $153,815,000 Class A-J 'AAA';
    -- $55,000,000 Class A-2FL 'AAA ';
    -- $100,000,000 Class A-JFL 'AAA';
    -- $15,863,000 Class B 'AA+';
    -- $47,590,000 Class C 'AA';
    -- $31,727,000 Class D 'AA-';
    -- $15,864,000 Class E 'A+';
    -- $27,761,000 Class F 'A';
    -- $27,761,000 Class G 'A-';
    -- $43,624,000 Class H 'BBB+';
    -- $35,693,000 Class J 'BBB';
    -- $35,693,000 Class K 'BBB-';
    -- $15,863,000 Class L 'BB+';
    -- $7,932,000 Class M 'BB';
    -- $15,863,000 Class N 'BB-';
    -- $3,966,000 Class O 'B+';
    -- $3,966,000 Class P 'B';
    -- $11,897,000 Class Q 'B-';
    -- $39,659,516 Class S 'NR'.

Classes A-1, A-2, A-3, A-AB, A-4, A-1A, XW, A-M, A-J, B, C and D
are offered publicly, while classes A-2FL, A-JFL, E, F, G, H, J,
K, L, M, N, O, P, Q and S are privately placed pursuant to rule
144A of the Securities Act of 1933.  The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 180 fixed-rate loans having an aggregate principal
balance of approximately $3,172,686,516, as of the cutoff date.


BANC OF AMERICA: Fitch Holds Low-B Ratings on 2 2003-K Certs.
-------------------------------------------------------------
Fitch has taken rating actions on the following Banc of America
Mortgage Securities mortgage pass-through certificates:
Series 2003-J:

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

Series 2003-K:

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA+';
    -- Class B-4 affirmed at 'BB+';
    -- Class B-5 affirmed at 'B+'.

The collateral consists of fully amortizing, adjustable interest
rate, one- to four-family, residential first mortgage loans,
substantially all of which have original terms to stated maturity
of approximately 10 to 30 years.  Bank of America, N.A. is the
originator and servicer for all loans (servicer rating of 'RPS1'
provided by Fitch).

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$746.8 million in outstanding certificates.  The upgrades reflect
an improvement in the relationship between CE and expected losses,
and affect approximately $26.52 million in outstanding
certificates.

All upgraded classes have experienced at least a doubling of their
initial CE.  In addition, cumulative losses and 60+ percentages
(including Real Estate Owned, Foreclosure, and Bankruptcy) are
nominal.

The transactions' pool factors (current collateral balance as a
percentage of initial collateral balance) are approximately 40%
and 37%, respectively, and are 43 and 42 months seasoned.


BENTON PARTNERS: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Benton Partners LLC
        235 Main Street
        Woodstock, IL 60098

Bankruptcy Case No.: 07-71387

Debtor-affiliate filing separate Chapter 11 petition:

       Entity                                Case No.
       ------                                --------
       Cass Ventures LLC                     07-71386

Chapter 11 Petition Date: June 6, 2007

Court: Northern District of Illinois (Rockford)

Debtors' Counsel: James E. Stevens, Esq.
                  Barrick, Switzer, Long, Balsley et al.
                  6833 Stalter Drive
                  Rockford, Il 61108
                  Tel: (815) 962-6611
                  Fax: (815) 962-1758

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

A. Benton Partners LLC's List of its Four Largest Unsecured
   Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Bennett W. Peterson                             $100,000
c/o David R. Missimer
4314-G West Crystal Lake Road
McHenry, IL 60050

Dolins, Dolins & Sorinsky, Ltd.                   $2,025
c/o Gregory McCormick
223 West Jackson Boulevard
Chicago, IL 60606

Nicor Gas                                         $7,000
P.O. Box 416
Aurora, IL 60568

Robert W. Lickfelt                               $90,000
c/o Paul A. Krieg
226 West Judd Street
Woodstock, IL 60098

B. Cass Ventures LLC's List of its Five Largest Unsecured
   Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Tri-Ag Supply, Inc.                             $350,000
P.O. Box 606
Harvard, IL 60033

Humbert Armendariz                              $150,000
105-5 East Sumner Street
Harvard, IL 60033

Jozef and Violetta Kozicki                       $50,000
9514 Beech Avenue
Crystal Lake, IL 60014

Maria Del Pilar Dwyer                            $50,000
P.O. Box 606
Harvard, IL 60033

Nicholas L. DiJoseph                             $20,000
8414 Burton Road
Wonder Lake, IL 60097


BION ENVIRONMENTAL: Resumes Trading on OTC Bulletin Board
---------------------------------------------------------
Bion Environmental Technologies Inc. has resumed trading on the
OTC Bulletin Board under the same symbol - BNET.

Bion has completed the comment process on its Form 10-SB
Registration Statement with the U.S. Securities & Exchange
Commission.  Bion was subjected to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended,
since Jan. 14, 2007.

Bion has traded on the Pink Sheets since early 2004, when it was
delisted from the OTC Bulletin Board.  At that time, the company
elected to discontinue its SEC filings while it was refining its
technology to exploit an evolving opportunity: integration of
large-scale livestock operations with efficient ethanol
production.  Prior to its delisting, Bion had traded on the OTC
Bulletin Board since 1992.

"The timing of the company's return to the OTC Bulletin Board is
appropriate in light of the company's recent progress in moving
towards commercial operations," Mark Smith, Bion's president,
stated.  "Bion's waste management technology platform has
demonstrated its effectiveness, as shown by the peer-reviewed
data generated at the Devries Dairy in Texas.  The company expects
to commence development of its first Integrated Project combining
livestock operations and ethanol production in the near future."

Bion also has named Craig Scott vice president - Capital
Markets/Investor Relations.  His duties will include investor
relations and buy- and sell-side marketing.  Mr. Scott served as
Bion's director of Investor Relations from 1997 to 2001 and has
been a periodic consultant to the company from 2001 until March
2006.

From April 2005 to August 2006, Mr. Scott served in a similar
role, VP - Capital Markets upon departure, with Cano Petroleum,
Inc., an oil and gas production company specializing in
unconventional oil recovery methods.  During that period and
immediately after, Cano raised approximately $160 million in debt
and equity financing and substantially increased its institutional
ownership.  Prior to that, from March 2004 to April 2005, he was
the national sales manager and director of investor relations for
Tri-Valley Corp.  During his tenure there, Tri-Valley was the
number one performing energy company listed on the AMEX in 2004,
based on year-to-year increase of share price.

                     About Bion Environmental

Bion Environmental Technologies Inc. (OTC BB: BNET) --
http://www.biontech.com/-- is currently focused on the completion  
of the development of applications of its second-generation
technology which provides solutions for environmentally sound
clean-up of the waste streams of large-scale "confined animal
feeding operations" and creates economic opportunities for
integration of renewable energy production, ethanol production,
sustainable animal husbandry and organic soil/fertilizer and feed
production.

The company's balance sheet at March 31, 2007, showed $1,122,237
in total assets and $5,274,112 in total liabilities, resulting in
a $4,151,875 total stockholders' deficit.


CALPINE CORPORATION: Provides Chapter 11 Plan Draft to Creditors
----------------------------------------------------------------
Calpine Corp. has given a draft version of its plan of
reorganization to the company's creditors, Christopher Scinta
of Bloomberg News reports.

Calpine intends to file the document with the U.S. Bankruptcy
Court for the Southern District of New York on or before June 20,
2007, when the company's exclusive period to file a
reorganization plan is set to expire.

Richard Cieri, Esq., at Kirkland & Ellis, LLP, in New York, tells
Judge Lifland of the Southern New York Bankruptcy Court that
Calpine is willing to negotiate the few large claims that are
still in dispute.

"We harbor no illusions that full or even partial consensus will
be easy," Bloomberg quotes Mr. Cieri.  "If Calpine is successful
in resolving the remaining disputed claims, equity holders may be
able to recover some of their money, an uncommon occurrence in
bankruptcy cases."

"There is still work to be done on the [reorganization] plan,"
Michael Stamer, Esq., at Akin Gump Strauss Hauer & Feld, in New
York, counsel to the Official Committee of Unsecured Creditors
told Judge Lifland.  "It will not surprise you that there are
significant differences of opinion."

"We're interested in making it as consensual as possible," Mr.
Stamer adds.

                    Calpine CEO's Statement

"I would be thrilled if equity holders have some returns,"
Calpine Chief Executive Officer Robert May told Bloomberg in a
separate report.  "I don't know if they will or not."

Mr. May adds that Calpine has no plans to reduce its reliance on
gas by investing "aggressively" in plants that burn other fuels.  
"There's no question it makes us dependant on one fuel source,"
he said.  "However, I'd much rather be in that position than be
dependant on coal."

With respect to a possible acquisition of Calpine, Mr. May tells
Bloomberg that anything is possible but maintains that the
company is not in merger talks right now.

In a separate report from Reuters, Mr. May says he expects the
company to emerge from bankruptcy in late 2007 to early 2008.  
Most of the remaining work Calpine needs to emerge from
bankruptcy is financial, Mr. May relates.

Mr. May will receive at least $20,750,000 if he successfully
brings Calpine out of bankruptcy, based on a regulatory filing
with the Securities and Exchange Commission in December 2005.

                    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. 50 Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or  
215/945-7000).

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances of that plan.


CALPINE CORP: Wants Deloitte's Tax Services Reallocated to KPMG
---------------------------------------------------------------
Calpine Corporation and its debtor-affiliates seek the United
States Bankruptcy Court for the Southern District of New York's
authority to reallocate Deloitte's tax compliance services to KPMG
LLP.

The Debtors have worked very hard since the Petition Date to
ensure the most efficient and economic administration of their
Chapter 11 cases, while stabilizing their business operations
and developing a comprehensive business plan and plan of
reorganization, David R. Seligman, Esq., at Kirkland & Ellis,
LLP, in New York, relates.

The Debtors recently reviewed the tax services rendered by KPMG
LLP and Deloitte Tax, LLP, in 2006 and determined that their
estates would benefit greatly if one firm were to perform both
the tax accounting services and tax compliance services in 2007.

After careful consideration of their options, the Debtors have
decided to reallocate certain of the tax services that Deloitte
Tax had previously provided to KPMG.

As part of the reallocation, KPMG have agreed to cap its fees for
2007 at $8,000,000 for both tax compliance and tax accounting
services, assuming those services are similar to the services
provided in 2006.

Considering that the Debtors incurred fees of approximately
$10,000,000 in 2006 on account of tax accounting services and
approximately $5,200,000 on account of tax compliance services,
the reallocation of all the tax services to KPMG should result in
savings to the Debtors' estates of approximately $2,000,000, Mr.
Seligman points out.

Mr. Seligman adds that the proposed reallocation of services will
improve financial reporting efficiencies and accuracies.  Using
one firm to perform all of the necessary tax services will
improve quality control of the Debtors' tax-related disclosures
in their financial statements in 2007 and beyond, which should
also reduce audit fees.

KPMG has not raised its rates since the Petition Date, Mr.
Seligman says.  The Debtors, however, have agreed to accept a
10% fee increase in connection with the proposed reallocation
of services.

                    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. 50 Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or  
215/945-7000).

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances of that plan.


CALPINE CORP: Equity Panel Taps Altos Management as Consultant
--------------------------------------------------------------
The Official Committee of Equity Security Holders of Calpine
Corporation and its debtor-affiliates seeks the U.S. Bankruptcy
Court for the Southern District of New York's authority to retain
Altos Management Partners, Inc., as its energy industry
consultant, nunc pro tunc to May 10, 2007.

The Equity Committee asserts that it requires the services of
an energy industry consultant, given the release of the Debtors'
modified business plan and the nearing expiration of their
exclusivity period.

Any analysis of the Debtors' business plan and valuation of the
Debtors' assets are dependent on understanding energy costs,
market curves and spark spreads, J.D. Kritser, chairperson of
the Equity Committee, contends.

As the Equity Committee's energy industry consultant, Altos will:

  (a) analyze the Debtors' proposed asset divestitures, shut
      downs and assumptions;

  (b) analyze the Debtors' proposals to assume or reject
      contracts and leases related to the energy sector;

  (c) analyze the Debtors' forward curves, asset valuations and
      financial models;

  (d) provide input and review of value-creating options of the
      Debtors;

  (e) prepare forecasts of commodity prices in regions where
      the Debtors operate;

  (f) research and review recent market developments influencing
      performance and competitiveness of the Debtors' generation
      assets;

  (g) assess the Debtors' asset and contract portfolio under
      various natural gas scenarios;

  (h) analyze contracts and associated valuation of identified
      contracts;

  (i) assess asset cash flow and value and the Debtors' ability
      to support debt as collateral;

  (j) provide expert testimony in Court, on behalf of the Equity
      Committee, if necessary or as reasonably requested; and

  (k) participate in Equity Committee meetings and conference
      calls, meetings and conference calls with the Debtors' and
      other parties-in-interest and any additional meetings or
      calls, as requested by the Equity Committee.

Altos will be paid in its customary hourly rates:

     Professional                        Hourly Rate
     ------------                        -----------
     Dr. D. Warner North                    $400
     Dr. Dale Nesbitt                       $375
     Dr. Stephen Peck                       $350
     Stergios Marinopolous                  $312
     Bill English                           $262
     Howard Ash                             $262
     Dr. Kenneth Medlock                    $262
     Dr. Carl Nesbitt                       $262
     Ted Forsman                            $250
     Tom Choi                               $250
     Milt Venetos                           $250
     Altos Senior Associate                 $225
     Doug Kaweski                           $200
     Altos Associate                        $150
     Mark Boris                             $137
     Alan Clark                             $137

Altos will also be reimbursed for any of its reasonable out-of-
pocket expenses.

Dale Nesbitt, president of Altos, assures the Court that his firm
does not represent any interest adverse to the Equity Committee,
the Debtors and their estates, and is a "disinterested person" as
the term is defined under Section 101(14) of the Bankruptcy
Court.

Mr. Nesbitt discloses that from 1998 through 2003, Altos worked
with the Debtors on a number of power plants and other projects.  
From 2003 to 2005, Altos also worked with the Debtors on a number
of natural gas acquisitions and market issues.  According to Mr.
Nesbitt, Altos has completed all work for the Debtors.

Mr. Nesbitt adds that Altos has two claims against the Debtors,
totaling $73,800, for prepetition services.  If the Court
approves the retention application, Mr. Nesbitt says Altos will
waive its Claims.

As part of its normal business practice, Altos customarily
subcontracts other firms.  Mr. Kritser relates that for Altos'
contemplated services to the Equity Committee, Altos will
subcontract certain tasks, including economic, engineering, cost
and technical services, to Black & Veatch Corporation.  The
customary hourly rates for Black & Veatch's professionals range
from $225 to $550.

Fee applications filed by Altos will include fees and expenses
incurred by Black & Veatch as subcontractor to the firm, Mr.
Kritser says.

Stephen Stolze, a managing director of the enterprise management
solutions division of Black & Veatch, assures the Court that his
firm does not represent any interest adverse to the Equity
Committee, the Debtors and their estates, and is a "disinterested
person."

Mr. Stolze discloses that Black & Veatch has provided services to
several of the Debtors' creditors including Aquila, Inc., Duke
Energy Corporation, the U.S. Environmental Protection Agency, the
cities of Los Angeles, Mankato and Santa Monica, Nevada Power
Company and Portland General Electric Company.

Mr. Stolze adds that Black & Veatch has filed a claim for $81,966
against the Debtors for prepetition services.  Black & Veatch has
sold its claim and anticipates that the sale will be completed
before June 13, 2007.

                    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. 50 Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or  
215/945-7000).

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances of that plan.


CARDIMA INC: March 31 Balance Sheet Upside-Down by $19.8 Million
----------------------------------------------------------------
Cardima Inc. reported a $7,023,000 net loss on net sales of
$319,000 for the first quarter ended March 31, 2007, compared with
a net loss of $3,576,000 on net sales of $384,000 for the same
period ended March 31, 2006.

The decrease in net sales was primarily attributable to the total
revenue loss from Japan due to the failure of the company's
Japanese distibutor to maintain the legal documentation standard
required to sell the company's PATHFINDER(R) in Japan.

Regionally, net sales in the United States and Canada increased by
44% to $250,000 in the first quarter of 2007 from $173,000 for the
same period in 2006.  Net sales in the Japan/Asia region was none
in the first quarter of 2007, compared with $125,000 for the same
period in 2006.  Net sales in the European region decreased 21% to
$68,000 in the first quarter of 2007, from $83,000 in the
comparable period of 2006.  Net sales in other regions decreased
to $1,000 in the first three months of 2007, from $3,000 in the
comparable period of 2006.

Cost of goods sold for the quarter ended March 31, 2006 decreased
to $424,000 from $498,000 for the same period in 2006.

Cost of goods sold as a percentage of net sales increased from
130% to 133% for the three months ended March 31, 2007 as compared
to the same period of the prior year.  The increase in the cost of
goods sold as a percentage of net sales for the three months ended
March 31, 2007 was primarily related to the increase of
manufacturing staff in the first quarter of 2007, as compared to
the same period in 2006.

The increase in net loss was primarily attributable to the
increase in other expense to $4,911,000 in the first quarter of
2007 from $225,000 in the first quarter of 2006 related to the
impact of the stock price increase in the quarterly valuation of
the Apix warrants, and the increased operating expenses in the
preparation work for the FDA's PMA meeting in April 2007.  
Research and Development Expenses

Interest expense decreased to $220,000 in the first quarter of
2007 from $2,151,000 in the first quarter of 2006.  The decrease
was related to the recording of the amortization of the Apix loan
fee and Apix warrant-related loan discount during the first three
months of 2006.

At March 31, 2007, the company's balance sheet showed $1,791,000
in total assets and $21,606,000 in total liabilities, resulting in
a $19,815,000 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1,437,000 in total current assets
available to pay $21,527,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20b7

                       Going Concern Doubt

Marc Lumer & Company, in San Francisco, expressed substantial
doubt about Cardima Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses from operations.

                        About Cardima Inc.

Cardima Inc. (OTC BB: CRDM.OB) -- http://w.cardima.com/-- Has  
developed the PATHFINDER(R) series of diagnostic catheters, the
REVELATION(R) series ablation system and the Surgical Ablation
System for the diagnosis and treatment of tachycardias.  The
REVELATION(R) series with the INTELLITEMP energy management system
was developed for the treatment of atrial fibrillation (AF)
originating in the pulmonary veins of the heart and received CE
mark approval in Europe.  The Surgical Ablation System (SAS) with
an INTELLITEMP received a 510(K) approval in the U.S. by the FDA.
The PATHFINDER and the REVELATION family of devices are intended
for in use of in the Electro-physiology (EP) market and the  
Surgical Ablation System (SAS) for use in the surgical market.


CHILD CARE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Child Care of Irvine, LLC
        1055 San Marino
        Irvine, CA 92714

Bankruptcy Case No.: 07-11678

Chapter 11 Petition Date: June 6, 2007

Court: Central District of California (Santa Ana)

Debtor's Counsel: Robert E. Opera, Esq.
                  Winthrop Couchot P.C.
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature Of Claim      Claim Amount
   ------                        ---------------      ------------
Dory a. Berenguel                Loan                     $151,651
20 Clydesdale Drive
Ladera Ranch, CA 92694

Andrew Sok                       Rent                     $131,500
SH Irvine LLC
1072 Underhill Drive
Placentia, CA 92870

Rodney R. Hatter & Associates    Legal Fees               $121,708
Rodney Hatter
1301 Dove Street, Suite 900
Newport Beach, CA 92660-2440

Smith Katzenstein Furlow LLP     Legal Fees                $55,599

Gordee, Nowicki & Arnold LLP     Legal Fees                $30,000

Tutor Time                                                 $28,500

Kaiser Foundation Health Plan    Health Premiums           $15,942

Cintas                           Trade                      $9,908

Jefferey Lurner                  Legal                      $7,000

State of California              Fines                      $6,800

Sysco Food Service               Food                       $6,495

Discount School Supply           Supplies                   $5,509

Rosa L. Garcia                   Loan                       $5,000

G.E. Capital                     Trade                      $4,887

The Spanos Law Firm              Legal                      $4,700

Steiner & Libo                   Legal Fees                 $4,000

Community Lock & Safe            Trade Debt                 $3,109

RSM/Baker Plumbing               Trade Debt                 $2,842

Waste Management                 Trade                      $2,571

Cost Cutter Coupon, Inc.         Advertising                $1,400


CII CARBON: Rain Calcining All-Cash Deal Cues S&P's Neg. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and other ratings on CII Carbon LLC on CreditWatch with
negative implications.
     
The rating action followed the announcement that Hyderabad, India-
based Rain Calcining Ltd., is acquiring the company for
$595 million in an all-cash transaction.  CII is the world's
second-largest producer of calcined petroleum coke, a raw material
used in the aluminum smelting process.  The combined companies
would become the largest CPC producer.
     
"The CreditWatch placement reflects our concern that additional
debt could be placed in CII's capital structure to finance the
acquisition," said Standard & Poor's credit analyst Marie Shmaruk.
     
Details of Rain's financing plans were not available.  Resolution
of the CreditWatch will entail a review of Rain's financial
policies and financing plans and CII's post-merger capital
structure.  The transaction is expected to close by the end of
June pending regulatory approvals.


CLEVELAND-CLIFFS: Sells Wabush Interest to Consolidated Thompson
----------------------------------------------------------------
Cleveland-Cliffs Inc. has accepted an offer to sell its 26.8%
interest in the Wabush Mines joint venture.

Under the definitive purchase agreement contemplated in the offer
accepted Wednesday, Consolidated Thompson Iron Mines Ltd. will
acquire the 71.4% of the Wabush Mines joint venture owned directly
or indirectly by Cleveland-Cliffs (26.8%) and Stelco Inc. (44.6%)
for $64.3 million in cash plus 3 million warrants of CLM common
shares and assumption by CLM of ongoing employee and asset
retirement obligations.  Cleveland-Cliffs' pro rata share would be
$24.1 million in cash and warrants, entitling Cleveland-Cliffs to
purchase approximately 1.1 million CLM common shares at CAD$5.10
per share for a two-year period.

As part of the transaction, Cleveland-Cliffs would enter into an
off-take agreement whereby CLM will sell to Cleveland-Cliffs a
portion of its pro rata share of the 4.8 million tons of committed
annual pellet production from the date of closing until
Dec. 31, 2009.

Dofasco Inc., a subsidiary of Mittal Steel Company N.V., holds the
remaining 28.6% of the Wabush Mines joint venture.  The acceptance
of CLM's offer by Cleveland-Cliffs and Stelco triggers a 90-day
purchase option that may be exercised by Dofasco.

Completion of the transaction is subject to a number of
conditions, including receipt of requisite regulatory approval and
the execution of definitive agreements.  Closing would occur
shortly after a Dofasco waiver is executed or expiration of its
90-day purchase option.

Cleveland-Cliffs President--North American Iron Ore Donald J.
Gallagher stated, "This is a good transaction for all of the
parties involved.  As previously discussed, Wabush has long-term
issues with its pit, and adding CLM's new resource to the existing
mine and plant bodes well for both the long-term life of the
Scully Mine and the Point Noire operations and the jobs associated
with those facilities.

"In addition to the cash proceeds, Cliffs will be relieved of
significant liabilities and will be able to allocate its available
resources to longer lived assets in North America and its global
growth strategies," he concluded.

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

                          *     *     *

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


CMS ENERGY: Commences Cash Tender Offer for its 7.5% Sr. Notes
--------------------------------------------------------------
CMS Energy Corporation has commenced an offer to purchase for cash
any and all of its outstanding 7.5% Senior Notes Due 2009, CUSIP
No. 125896 AH3.  CMS is offering an early tender payment of $20
per $1,000 principal amount of Notes to holders who validly tender
their Notes before 5:00 p.m., New York City time, Monday, June 18,
2007.  The Tender Offer expires at 11:59 p.m., New York City time,
on Monday, July 2, 2007.

CMS is offering to purchase any and all of the $409 million
aggregate principal amount of Notes currently outstanding.  The
tender price for the Notes is based on a fixed-spread pricing
formula described below.  CMS will also pay accrued and unpaid
interest on the Notes accepted in the Tender Offer to the
settlement date.

The tender price for each $1,000 principal amount of Notes validly
tendered and accepted for payment pursuant to the tender offer
will be calculated as of 10:00 a.m., New York City time, on the
early tender date and will be an amount equal to (i) the present
value on July 3, 2007 of each $1,000 principal amount of Notes and
all scheduled interest payments on the Notes from the settlement
date up to and including the maturity date, discounted on the
basis of a yield to the maturity date equal to the sum of (a) the
bid-side yield on the reference U.S. Treasury Security listed in
the table below, as calculated by the dealer manager in accordance
with standard market practice, plus (b) the fixed spread listed in
the table below, minus (ii) accrued and unpaid interest to, but
not including, the settlement date, minus (iii) the early tender
payment, being rounded to the nearest cent per $1,000 principal
amount of the Notes.

                                        Reference
     Series                       U.S. Treasury Security
     ------                       ----------------------
  7.5% Senior                  3.25% U.S. Treasury Notes due
  Notes Due 2009                      January 15, 2009

     Reference                          Fixed Spread
      Source                        (in basis points)
      -------                        -----------------
        PX4                                 +50

To encourage holders to tender early, CMS is offering an early
tender payment of $20 per $1,000 principal amount of Notes for
Notes that are validly tendered on or before the early tender
date. The early tender payment will be paid in cash on the
settlement date with respect to those Notes.

The early tender price consists of the tender price, plus the
early tender payment.  Holders of Notes that validly tender Notes
on or before the early tender date will be entitled to the early
tender price, plus accrued and unpaid interest to the settlement
date.  Holders of Notes that validly tender Notes after the early
tender date but on or prior to the expiration date will be
entitled to receive only the tender price, plus accrued and unpaid
interest to, but not including, the settlement date.

CMS may extend the early tender date, expiration date and
settlement date in its sole discretion.

CMS has engaged Morrow & Co. Inc. to act as information agent in
connection with the Tender Offer.  Requests for copies of the
Offer to Purchase and questions regarding the Tender Offer may be
directed to Morrow & Co., Inc. at 1(800)607-0088 (US toll-free) or
1(203)658-9400 (collect).

CMS has engaged Deutsche Bank Securities Inc. to act as dealer
manager in connection with the Tender Offer.  Questions regarding
the Tender Offer may be directed to Deutsche Bank Securities Inc.,
Liability Management Group at 1(866)627-0391 (US toll-free) or
1(212)250-2955 (collect).

                   About CMS Energy Corporation

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

                          *     *     *

As reported in the Troubled Company Reporter on March 14, 2007,
Fitch has taken various rating actions on CMS Energy Corp.,
including upgrading the Issuer Default Ratings for the company,
well as raising the individual issue ratings for Consumers.  The
senior secured bank loan and senior unsecured debt ratings for CMS
have been affirmed.  Approximately $6.6 billion of debt is
affected.  Fitch has upgraded and removed these ratings from
Rating Watching Positive: (i) IDR to 'BB-' from 'B+'; and (ii)
preferred stock to 'B' from 'B-'.


CONCENTRA INC: Moody's Assigns Corporate Family Rating at B2
------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Concentra
Inc., including a B2 Corporate Family Rating, with a stable
outlook.

The ratings reflect Concentra's strong expertise and leadership in
providing worker's compensation services as well as its geographic
diversity, wide range of services including non-injury treatments,
broad customer base, and national network of over 315 facilities.  
The ratings are also supported by the company's strong
profitability, with EBIT margins expected to remain in the 5% to
10% range.

The ratings are constrained by the low level of free cash flow
coverage of adjusted debt.  Despite strong operating cash flows,
Moody's forecasts that free cash flow is expected to be marginally
positive due to high capital expenditures over the next two to
three years.  Concentra has also been adversely affected by lower
volume growth of workplace injuries, which have greater revenue
per visit than non-injury treatments.

The stable outlook assumes that the company will be able to grow
revenues 7% to 9% while maintaining stable operating margins due
to the addition of new centers, renovation of existing centers,
strong volume growth of non-injury treatments, and continued
strength in on-site services at employer locations.

Moody's assigned these ratings:

   -- Corporate Family Rating, B2;

   -- Probability of Default Rating, B2;

   -- $75 million Senior Secured Revolver, B1, LGD3, 34%;

   -- $330 million Senior Secured Term Loan B, B1, LGD3, 34%;

   -- $155 million Second Lien PIK Toggle Term Loan C, Caa1,
      LGD5, 85%;

   -- Family LGD assessment LGD4, 50%;

   -- The ratings outlook is stable.

Concentra, Inc., based in Addison, Texas, is the leading provider
of occupational health services through 316 centers located across
40 states.  The company provides treatment for about 10% of all
workplace injuries and offers services to 220,000 employer
locations.  Concentra also provides bill review and case
management services to the auto injury market through its Auto
Injury Solutions unit.


CONCENTRA INC: S&P Lowers Corporate Credit Rating to B from B+
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on health service company Concentra Inc. to 'B' from 'B+'
and removed the ratings from CreditWatch, where they were placed
with negative implications on May 9, 2007.  The rating outlook is
stable.
     
Standard & Poor's will also assign bank loan and recovery ratings
to the Addison, Texas-based company's proposed $405 million senior
secured first-lien bank facilities, consisting of a $75 million
revolving credit facility due 2013 and a $330 million term loan
due 2014.  Concentra's proposed $155 million second -lien senior
secured payment-in-kind (PIK) toggle term loan maturing in 2015
will also receive a bank loan and recovery rating.  The facilities
will be assigned ratings on June 7, 2007, when Standard & Poor's
finalizes the changes in its rating scales, as announced on May
30, 2007.
      
"The stable outlook," said Standard & Poor's credit analyst
Rivka Gertzulin, "reflects Concentra's solid position as a leading
player in the occupational health services industry, its diverse
revenue base, and its modest growth prospects."  We could change
the outlook to negative if operating performance declines,
possibly because of higher unemployment levels, leading to
declining credit metrics.


CYBER CONTINUITY: Section 341(a) Meeting Scheduled for June 28
--------------------------------------------------------------
The U.S. Trustee for region 5 will convene a meeting of Cyber
Continuity Center - West Chicago LLC's creditors on June 28, 2007,
at 1:30 p.m., at 227 W Monroe Street, Room 3330 in Chicago,
Illinois.

This is the first meeting of creditors required under Section  
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Northfield, Illinois, Cyber Continuity Center -
West Chicago LLC - http://www.cybercontinuity.com/-- is a  
consortium for the design, construction and management of
communication technology facilities.  The company filed for
Chapter 11 protection on May 29, 2007 (Bankr. N.D. Il. Case
No. 07-09659).  No Official Committee of Unsecured Creditors
has been appointed in the Debtor's cases.  When the Debtor filed
for protection from their creditors, it estimated assets and
debts between $1 Million to $100 Million.


CYBER CONTINUITY: Taps Much Shelist as Bankruptcy Counsel
---------------------------------------------------------
Cyber Continuity Center - West Chicago LLC asks the United
States Bankruptcy Court for the Northern District of Illinois
for permission to employ Much Shelist Denenberg Ament & Rubenstein
P.C., as its counsel.

The firm will:

     a. provide legal advice with respect to the Debtor's powers
        and duties in the Case;

     b. prepare on behalf of the Debtor all necessary
        applications, answers, orders, reports and other legal
        papers;

     c. assist and advice the Debtor in the recovery of assets of
        the Debtor;

     d. prosecute avoidance actions on behalf of the Debtor;

     e. represent the Debtor in any and all matters involving
        contests with creditors and other third parties;

     f. negotiate plans of liquidation or reorganization; and

     g. perform all other legal services for the Debtor which may
        be necessary and proper in this proceeding.

The Debtor tells the Court the firm received $55,000 retainer in
connection with filing of the case.  As of the Debtor's bankruptcy
filing, the Debtor said that approximately $45,873 of the retainer
remains unapplied.

Norman B. Newman, Esq., a partner of the firm, will bill the
Debtor $490 per hour for this engagement while James E. Morgan,
Esq., also a partner of the firm, charges $410 per hour.

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

Mr. Newman can be reached at:

     Norman B. Newman, Esq.
     Much Shelist Denenberg Ament & Rubenstein P.C.
     191 North Wacker Drive, Suite 1800
     Chicago, Illinois 60606
     Tel: (312) 521-2000
     Fax: (312) 521-2100

Headquartered in Northfield, Illinois, Cyber Continuity Center -
West Chicago LLC - http://www.cybercontinuity.com/-- is a  
consortium for the design, construction and management of
communication technology facilities.  The company filed for
Chapter 11 protection on May 29, 2007 (Bankr. N.D. Il. Case
No. 07-09659).  No Official Committee of Unsecured Creditors
has been appointed in the Debtor's cases.  When the Debtor filed
for protection from their creditors, it estimated assets and
debts between $1 Million to $100 Million.


DANA CORP: Court OKs Sale of Fluid Products Businesses to Orhan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the sale of Dana Corporation's two businesses that
compose the Fluid Products business that the company announced for
sale in late 2005.

Dana's fluid products hose and tubing business will be sold to
Orhan Holding, A.S., a Turkish industrial firm and joint-venture
partner of Dana, for a purchase price of $85 million, and the
company's coupled products business will be sold to Coupled
Products Acquisition LLC, a wholly owned subsidiary of Wanxiang
(USA) Holdings Corporation, for a nominal price.

Competitive bidding procedures for the sale of these businesses
concluded on June 4.  The company expects to close the sale of
both businesses by the end of July 2007.

              Fluid Products Transaction Overview

Orhan and certain of its affiliates will acquire certain assets of
Dana's fluid products hose and tubing business and the stock of
certain Dana affiliates engaged in the business.  The assets to be
sold are located in three plants in the United States and one each
in Mexico and the United Kingdom.  Dana will also sell its stock
in three companies in France, Slovakia, and Spain and interests in
three joint ventures with Orhan Holdings, which include one
operation in France and two in Turkey.  The operations being sold
reported consolidated revenues of $266 million in 2006.  The
aggregate purchase price will be $85 million, subject to usual
closing adjustments, and the buyers will assume certain
liabilities of the business at closing.

The fluid products hose and tubing plants and/or assets proposed
to be sold to Orhan are located in Vitry, France, San Luis Potosi,
Mexico, Dolny Kubin, Slovakia, Barcelona, Spain, Birmingham, U.K.,
Archbold, Ohio, Paris, Tennessee, and Rochester Hills, Michigan.  
Collectively, the operations manufacture fuel lines, power-
assisted steering products, heating, ventilation, and air
conditioning under body products, engine and transmission cooling
lines, exhaust gas recirculation tubes, and airbag fill tubes.
These operations employ approximately 1,750 people in seven
countries.

             Coupled Products Transaction Overview

The coupled products plants and/or assets proposed to be sold to
Coupled Products Acquisition LLC, are located in, San Luis Potosi,
Mexico, and Columbia City, Indiana, Pensacola, Florida, Rochester
Hills, Michigan, and Upper Sandusky and Wharton, Ohio.  The
coupled products assets to be sold in San Luis Potosi and
Rochester Hills are different from the assets in these same
locations that are part of the Fluid Products Hose and Tubing
transaction.

Collectively, the operations manufacture power-assisted steering
products, heating, ventilation, and air conditioning under-engine
products, and brake products.  The operations employ approximately
2,130 people and reported consolidated revenues of approximately
$200 million in 2006.  The business is being sold for a nominal
purchase price and the buyer will assume certain liabilities of
the business at closing.

                         About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in
28 countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.

The Debtors' exclusive period to file a plan expires on
Sept. 3, 2007.  They have until Nov. 2, 2007, to solicit
acceptances of that plan.


DONALD MCCRABB: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Donald James McCrabb
        aka Jim McCrabb
        dba McCrabb Probe-A-Load, Inc.
        dba Home Town Realty, Inc.
        Janice McCrabb
        dba Jan's Flower Yard, Inc.
        1230 Country Heights Lane
        West Liberty, IA 52776

Bankruptcy Case No.: 07-01832

Chapter 11 Petition Date: June 4, 2007

Court: Southern District of Iowa (Davenport)

Judge: Lee M. Jackwig

Debtor's Counsel: Donald F Neiman, Esq.
                  Bradshaw, Fowler, Proctor & Fairgrave, P.C.
                  801 Grand Avenue, Suite 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5877
                  Fax: (515) 246-5808

Total Assets: $1,895,498

Total Debts:  $1,516,554

Debtor's 17 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Bank of America             credit card                $28,910
P.O. Box 17054
Mail Stop 1333
Wilmington, DE
19884-0001

F.I.A. Card Services        judgment on                $28,768
c/o Charles L. Litow,       credit card
Esq.
P.O. Box 2165
Cedar Rapids, IA
52406-2165

First National Bank         judgment on                $28,289
of Omaha
P.O. Box 2951
Omaha, NE

M.B.N.A. America Bank       credit card                $24,477

F.N.B. Omaha                credit card                $18,189

Federal Capital Corp.       credit card                $16,710

Bank of America             credit card                $16,041

M.B.N.A. America Bank       judgment on                $15,832
                            credit card

Advanta Bank Corp.          credit card                $10,163

Choice                      credit card                 $7,794

Greg Geerdes, Esq.          attorney fees               $5,600

A.P.X. Alarm                security                      $337
Security Solutions          system

Burlington Area             medical services              $329
Family Practice

Muscatine County Clerk      judgment for                  $503
                            court costs

American Express            credit card                   $302

Mediacom                    cable                          $63

Johnson County Clerk        judgment for                   $50
                            court costs


EARTHSHELL CORP: Judge Gross Approves Disclosure Statement
----------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware approved Earthshell Corp.'s Disclosure
Statement explaining its Chapter 11 Plan of Reorganization.

The plan provides that private equity firm Cornell Capital
Partners will get 100% of the reorganized company's equity and a
$2.5 million note in exchange for $5.2 million secured claim
against the company.

Unsecured creditors will be paid through a grantor trust, but
holders of subordinated claims and equity interests will get
nothing under the plan.

Creditors may vote to accept or reject EarthShell's plan on or
before July 16, 2007, 4:00 p.m.

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology  
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, represents the Debtor.  Arent Fox
represents the Official Committee of Unsecured Creditors.  The
Debtor's schedules filed with the Court showed total assets of
$18,046 and total liabilities of $13,149,942.


EARTHSHELL CORP: Plan Confirmation Hearing Slated for July 23
-------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on July 23, 2007,
9:30 a.m., to consider confirmation of the Chapter 11 Plan of
Reorganization of Earthshell Corporation.

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology  
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, represents the Debtor.  Arent Fox
represents the Official Committee of Unsecured Creditors.  The
Debtor's schedules filed with the Court showed total assets of
$18,046 and total liabilities of $13,149,942.


EMERSON REINSURANCE: Moody's Rates Two Debt Facilities at Low-B
---------------------------------------------------------------    
Moody's has assigned these provisional ratings to Emerson
Reinsurance Limited's proposed bank loans:

   -- (P)Ba to $60 million Term D facility;
   -- (P)Ba2 to $165 million Term C facility;
   -- (P)Baa3 to $140 million Term B facility; and
   -- (P)A2 to $185 million Term A facility.

Moody's will assign definitive ratings upon review of final
executed documents.  Emerson Re, based in the Cayman Islands, is a
limited life, exempted Class B company that will provide
fully collateralized, excess-of-loss retrocessional protection
exclusively to CIG Reinsurance Limited and New Castle Reinsurance
Company Limited (collectively the "Cedants") for three years.  
Both Cedants are Bermuda Class 4 reinsurers which are
independently managed in Bermuda and owned by investment funds
managed by Citadel Limited Partnership.

"Emerson Re's structure resembles that of an indemnity catastrophe
bond, but in loan format," notes analyst Kevin Lee. Emerson Re
will enter into four separate excess-of-loss reinsurance
agreements with the Cedants, one for each layer of protection, and
will lay off those risks to lenders through four bank loans.  Each
excess-of-loss agreement provides protection to the Cedants for
losses, if any, in excess of a stipulated
attachment point up to a stipulated exhaustion point, the modeled
probabilities of which will remain constant over the term (i.e.,
annual trigger reset).  Proceeds from the bank loans will be
placed into trusts as collateral for potential claim obligations
to the Cedants.  The Cedants write predominantly short-tail
property catastrophe reinsurance.

The ratings for the term loans are supported by Moody's
probabilistic analysis, using a financial model, to determine both
the probability of default and expected loss to lenders. The most
important input into the financial model is the annual aggregate
probability curve of net losses ("the Base Curve") derived by the
Cedants.  Moody's stressed the Base Curve to reflect non-modeled
elements as well as Moody's judgment about the inherent
uncertainty in the peril modeling.  The PDs and ELs from this
exercise were then compared to Moody's idealized default rates and
expected loss rates over an expected weighted
average life of about 3 years.  Finally, the assigned ratings also
took into account two additional qualitative considerations -- the
level of alignment of interests between stakeholders and a third-
party review of the catastrophe modeling work.

Key rating factors include:

(1) MODEL RISK: Catastrophe modeling error is the most important
    risk factor.  The Base Curve was derived using both
    commercial catastrophe modeling software (i.e., RMS RiskLink
    v6.0, AIR Clasic v8.5, AIR Catrader v8.5) as well as
    proprietary models to account for risks not covered in
    the commercial models (such as brush fire, flood, ice and
    winter weather).  Overall, about 3% of total event limits
    were not modeled by any methods (i.e., multi-peril crop
    insurance and property per risk contracts).

Moody's stressed the Base Curve to account for several items:

   (1) inherent uncertainty in peril modeling especially as it
       relates to certain perils and regions where little
       historical data is available for model calibration;

   (2) low resolution data from some clients where detailed
       exposure data is not available;

   (3) non-modeled elements like loss adjustment expenses,
       extra-contractual obligations (e.g., bad faith claims),
       inflation, and exposure growth;

   (4) potential deviation from the initial portfolio over time,
       though the concern is mitigated by the annual trigger
       reset;

   (5) business lines that are not modeled at all (3% of total
       event limits) and;

   (6) difficult-to-model lines like retrocessional reinsurance
       for property catastrophe and marine/energy/aviation lines
       which collectively make up about one-quarter of total
       limits, 75% of which is modeled by a single client.

    However, we would also note that most of this retrocessional
    business is written out of CIG Re, which tends to have more   
    leverage over its clients in the way of data quality because
    it offers collateralized retro/reinsurance.   

    Moody's viewed favorably that a third party, Risk Management
    Solutions, Inc., reviewed the catastrophe modeling,
    aggregation methodology and reporting processes utilized by
    the Cedants.

(2) Alignment of Interests: In Moody's opinion, there is
    reasonable alignment of interests between the Cedants and
    Emerson Re's investors given that the Cedants' retained
    share of losses represents a material proportion of their
    total capital.  Further, any excess-of-loss reinsurance
    purchased by the Cedants on their retained share would inure
    to the benefit of Emerson Re's investors.

(3) Commutation Mechanism: Emerson Re and the Cedants will
    terminate their reinsurance relationship through a
    commutation following the three year ("losses occurring")
    risk period.  Emerson Re will extinguish its liability to
    the Cedants by paying the Cedants a consideration equal to
    the amount of loss reserves, as estimated by the Cedants in
    accordance with their customary procedures.  If losses are
    significant, the Cedants have the option to delay the
    commutation up to 18 months while losses are being
    determined which should help reduce estimation error.
    Nevertheless, Moody's has reflected some possibility for
     over-estimation of loss reserves in our financial model.

(4) Portfolio and Risk Profile: Moody's views favorably that the
    modeled probabilities of attachment and exhaustion will be
    kept constant through an annual reset of the gross dollar
    attachment and exhaustion points, in order to reflect
    deviations from the initial portfolio. However, this is
    tempered by several items. First, while the covered
    portfolio is limited to certain perils and business lines,
    the range of covered perils and business lines is fairly
    broad and the mix may shift over time.  Secondly, business
    written after January 1 will not be reflected in the
    annual trigger reset calculation, though currently 94% of  
    total limits are written by January 1.  However, this
    concern is partly mitigated by a special trigger reset that
    will be calculated should annual aggregate portfolio limits
    increase or decrease by more than 20% after January 1.

These provisional ratings have been assigned with a stable
outlook:

   -- Emerson Reinsurance Limited -- $60 million senior secured
      term loan (Term D facility) at (P)Ba3;

   -- Emerson Reinsurance Limited -- $165 million senior secured
      term loan (Term C facility) at (P)Ba2;

   -- Emerson Reinsurance Limited -- $140 million senior secured
      term loan (Term B facility) at (P)Baa3;

   -- Emerson Reinsurance Limited -- $185 million senior secured
      term loan (Term A facility) at (P)A2.

CIG Reinsurance Limited and New Castle Reinsurance Company
Limited are Bermuda-based Class 4 reinsurers owned by investment
funds managed by Citadel Limited Partnership.  They write
predominantly property catastrophe reinsurance but also other
short-tail specialized lines.  In 2006, CIG Re and New Castle Re
wrote $265 million and $112 million of gross premiums,
respectively.  As of Dec. 31, 2006, CIG Re and New Castle Re had
shareholder's equity of $799 million and $597 million,
respectively.


ENRON CORP: UBS Settles Equity Payment Suit for $115 Million
------------------------------------------------------------
UBS A.G. has entered into an agreement with Enron Creditors
Recovery Corp. -- formerly Enron Corp. -- to settle litigation
that Enron commenced against UBS in 2003 related to equity
derivative contract payments that Enron sought to recover from
UBS.

UBS is settling this litigation without any admission of
liability.  UBS believes it had valid defenses to all of Enron's
claims, but chose to settle this case to eliminate the uncertainty
created by the proceeding.  UBS is pleased to bring this matter to
a close.

Under the terms of the settlement, UBS will pay Enron $115 million
and will waive a proof of claim for approximately $5.5 million
that UBS filed in Enron's bankruptcy case.  The settlement is
subject to the approval of the U.S. Bankruptcy Court for the
Southern District of New York.

The U.S. Bankruptcy Code provides that, under certain
circumstances, anyone who received a payment from a company that
subsequently goes bankrupt may be required to return the payment
if the company was insolvent or inadequately capitalized, or it
made the payment with the intent to hinder, delay, or defraud its
creditors.  Enron's claims against UBS were premised on the
contention that payments to UBS were recoverable on these bases, a
contention that UBS disputed.

Enron commenced this case in November 2003 to recover payments
totaling approximately $418.3 million that were made during 2001
pursuant to swap agreements indexed to Enron's common stock and
forward contracts in which UBS had agreed to sell and Enron had
agreed to buy Enron stock.

During fiscal year 2006, UBS provisioned funds toward the
resolution of this case.  This settlement will not materially
impact future financial results.

                    About Enron Corporation

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.  Albert
Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen, Esq.,
Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.


FORD MOTOR: Navistar Files Lawsuit for Breach of Contract
---------------------------------------------------------
Navistar International Corporation has filed a lawsuit against
Ford Motor Company for breach of contract relating to a diesel
engine contract involving the Ford F-150 pickup truck.  The suit,
filed in the Circuit Court of Cook County, Illinois, seeks "at
least hundreds of millions of dollars" worth of damages.

Navistar believes that Ford intends to introduce a new diesel
engine that actually was designed by International Truck and
Engine Corporation, Navistar's principal operating company.

According to the lawsuit, Ford is developing a 4.4 liter diesel
engine for production in North America by late 2009 or 2010 or
possibly earlier and intends to produce the engine itself for use
in the F-150, and possibly other vehicles.  The lawsuit states
that Ford cannot do that without violating its contract with
Navistar.  Reportedly, Ford is considering producing V8 diesel
engines at a Ford facility in Chihuahua, Mexico.

The lawsuit states that International spent millions of dollars
and devoted years of its employees' time to develop a next
generation diesel engine named "Lion" for use in vehicles
including the F-150 pickup trucks in which Ford had not previously
offered diesel engines.  Ford agreed that International, which has
been the exclusive diesel engine supplier for Ford's heavy-duty
pickup trucks since 1979, would manufacture the new diesel engines
for Ford in North America.

The lawsuit, filed June 4, 2007, is separate from previously
reported litigation between the two companies.

Earlier this year, Ford filed a lawsuit against Navistar involving
2007 engine pricing and prior period warranty claims on Power
Stroke diesel engines.  Navistar counter-sued, stating that
pricing is consistent with contractual agreements, that the
warranty claims are entirely without merit and that Ford has
stopped honoring the terms of an agreement under which engines
were built.  Navistar amended its counter-complaint on May 2,
2007, and asked for in excess of $2 billion in damages.

International's operating company recently launched a new 6.4L
Power Stroke diesel engine for Ford that meets 2007 emissions
standards while increasing performance, durability and fuel
economy.

               About Navistar International Corp.

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent  
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand commercial
trucks, mid-range diesel engines and IC brand school buses,
Workhorse brand chassis for motor homes and step vans, and is a
private label designer and manufacturer of diesel engines for the
pickup truck, van and SUV market.  The company also provides truck
and diesel engine parts and service sold under the International
brand.  A wholly owned subsidiary offers financing services.

                      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.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom. The company also distributes its brands in various Latin-
American regions, including Argentina and Brazil.

                          *     *     *

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

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

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


FOREST OIL: Completes Houston Exploration Acquisition
-----------------------------------------------------
Forest Oil Corporation has it completed its acquisition of
The Houston Exploration Company.

Houston Exploration's on-shore North American asset base consists
of assets in South and East Texas, the Arkoma Basin, Eastern
Colorado Niobrara and the Uinta Basin and will add a significant
inventory of low-risk repeatable play drilling opportunities to
Forest's portfolio.

Forest paid approximately $750 million in cash and issued
approximately 24 million shares for the acquisition.  Forest
funded the cash portion of the acquisition with the net proceeds
from its private placement of $750 million of 7.25% Senior Notes
due 2019 and borrowings under its amended and restated credit
facilities.

Upon close of the pending sale of Forest's Alaska Business Unit,
Forest intends to issue updated guidance.

H. Craig Clark, President and CEO, stated, "The acquisition of
Houston Exploration will add highly focused gas assets to the
Forest portfolio to which we believe we can add significant value
by reallocating capital, generating free cash flow, and increasing
our presence in areas like East and South Texas.  We are extremely
pleased to welcome Houston Exploration's employees, most of whom
will be located in our new Houston office and will be focused on
projects in the combined companies' South Texas properties.  Our
team has done a terrific job in acquiring these assets while
working on other transactions like our pending disposition of
Alaska and the recent debt offering."

                        Credit Facilities

The company said that it has reached an agreement with its
commercial banks to amend and restate its credit facilities in
connection with the Houston Exploration transaction.

The Initial Borrowing Base under the credit facilities will be
$1.4 billion, and the term of the facilities has been extended to
June 6, 2012.  Commitments for the global facility will consist of
a U.S. facility of up to $850 million and a Canadian facility of
up to $150 million for a total of $1 billion.  As of
April 30, 2007, Forest had $167 million drawn on its global credit
facility.

The company also disclosed that it has closed its previously
announced private placement of $750 million of 7.25% Senior Notes
due 2019.  Forest plans to use the net proceeds from the offering
to finance a portion of the cash consideration associated with the
Houston Exploration acquisition.

                       About Forest Oil

Forest Oil Corporation (NYSE:FST) -- http://www.forestoil.com/--
is engaged in the acquisition, exploration, development, and
production of natural gas and crude oil in North America and
selected international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming,
and in Canada.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on oil and gas exploration and production company
Forest Oil Corp. and revised the outlook on the company to stable
from negative.  At the same time, Standard & Poor's assigned its
'B+' rating to Forest's proposed $500 million senior note
offering.


GEORGE EVERETTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: George L. Everetts
        aka Willamette Valley Vending Service, Inc.
        aka Willamette Valley Vending Services
        P.O. Box 459
        Turner, OR 97392

Bankruptcy Case No.: 07-61551

Chapter 11 Petition Date: June 4, 2007

Court: District of Oregon

Judge: Albert E. Radcliffe

Debtor's Counsel:  Keith Y. Boyd, Esq.
                  Loren S. Scott, Esq.
                  Muhlheim Boyd, LLP
                  88 East Broadway
                  Eugene, OR 97401-2933
                  Tel: (541) 868-8005

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million  

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Fidelity Funding Co.        business loans            $513,665
P.O. Box 65644
Salt Lake City, OR 84165

Collins, Jan C.             business loans            $358,320
9640 39th Avenue South
Turner, OR 97392

Firestone Financial         security agreement        $280,000
Attention: David S.         value of security:
Cohen                       $500,000
P.O. Box 610325
Newton, MA 02461

Fladwood, Clyde             equipment loans           $228,927

Mount Hood Distributing     equipment loan            $223,750

Elmer F. & Thelma V.        operating capital         $146,543
Polzel Trust

Spiro, Joseph A.            wage complaint            $171,169

Eshelby, Sharon             operating capital         $105,824

Eshelby, Ron                operating capital          $88,166

Hagenauer, Michael          operating capital          $50,955

Martin, Kelly               loan                       $28,049

Pelican Communications      commissions owed           $24,476

Graves, Brian               personal loan              $21,000

Smitty's Vending, Inc.      equipment loan             $19,825

Mount Coin Machine          parts & supplies           $19,103
Dist.

Vend Northwest              food products              $13,800

Wells Fargo Auto            security agreement:         $7,648
Finance                     value of security:
                            $8,788

Thomas, Yvette              judgment                    $7,000

Eschelion Telecom, Inc.     phone service               $3,670

Nordyke, Robert E.          attorney fees               $3,300


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

In the near term, the company expects operating costs to continue
to exceed funds generated from operations.  As a result, the
company expects to continue to incur operating losses and may have
insufficient funds to grow its business in the future.  

Entertainment Holdings/Equities Inc. reported a net loss of
$1,105,375 for the year ended Dec. 31, 2006, compared with a net
loss of $743,019 for the year ended Dec. 31, 2005.

The company had no revenues for both years.

Selling, general and administrative expenses increased to
$1,217,465 for the year ended Dec. 31, 2006, compared with
$733,246 for the year ended Dec. 31, 2005.

Other income, net, increased to $112,090 from total other expense
of $9,773 in 2005.  

At Dec. 31, 2006, the company's balance sheet showed $61,391,226
in total assets, $1,966,576 in total liabilities, and $59,424,650
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?20b8

                    About Global Entertainment

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


GLOWPOINT INC: Amper Politziner Raises Going Concern Doubt
----------------------------------------------------------
Amper, Politziner & Mattia PC, of Edison, N.J., expressed
substantial doubt about Glowpoint, Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Dec. 31, 2006.  The auditing firm pointed to
the company's working capital deficiency and recurring net losses.  
Amper Politziner noted that the company is in the process of
seeking additional capital and that it has not yet secured
sufficient capital to fund its operations.

The company posted a $10,790,000 net loss on $19,511,000 of total
revenue for the year ended Dec. 31, 2007, as compared with a
$16,434,000 net loss on $17,735,000 of total revenue in the prior
year.

For the year ended Dec. 31, 2007, the company's total operating
expenses decreased to $14,435,000 from $19,390,000 in the prior
year and loss from operations also decreased to $8,507,000 from
$16,639,000 in the prior year.

Net cash used in operating activities decreased to $4,694,000 for
the year ended Dec. 31, 2007, from $13,668,000 in the prior year.  
Net cash provided by financing activities also decreased to
$5,585,000 for the year ended Dec. 31, 2007, from $9,415,000 in
the prior year.  The company had $761,000 in net cash used in
investing activities for the year ended Dec. 31, 2007 and
$1,779,000 in net cash provided by financing activities in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $8,393,000 in
total assets and $17,096,000 in total liabilities, resulting to
$11,591,000 in stockholders' deficit.  The company also reported
strained liquidity in its balance sheet with $5,228,000 in total
current assets and $17,096,000 in total current liabilities.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?20bb

                   About Glowpoint Inc

Headquartered in Hillside, N.J., Glowpoint, Inc. -- (Other OTC:
GLOW) -- http://www.glowpoint.com/-- provides IP-based video  
communications services worldwide.  It operates a video
communications service network that spans four continents.  
The company offers a portfolio of video communications
services, including video-conferencing, multipoint video
communications, professional services, and managed web-
casting services for small, medium, and large organizations.  
It markets and sells its services to various sectors,
including commercial, government, medical, legal, education,
and broadcasting through both direct and indirect sales
channels.  Glowpoint has strategic alliances with Tandberg,
Inc., Integrated Vision, and Sony Electronics, Inc.  The
company was founded in 1991.  It was formerly known as Wire
One Technologies, Inc. and changed its name to Glowpoint, Inc.
in 2003.


GUESS? INC: Earns $35.5 Million in First Quarter Ended May 5
------------------------------------------------------------
Guess? Inc. reported financial results for the first quarter of
its 2008 fiscal year, which ended May 5, 2007.

For the first quarter of fiscal 2008, the company reported record
net earnings of $35.5 million, an increase of 71.9% compared to
net earnings of $20.7 million for the recast quarter ended April
29, 2006.

Paul Marciano, Chief Executive Officer, commented, "The strength
of our brand and the solid execution of our global strategy have
driven these record results, which represented our 15th
consecutive quarter of earnings growth.  I am extremely pleased
with our team's outstanding performance.  All of our businesses
generated double digit revenue growth, led by strong execution in
our international operations.  In Europe, the addition of Focus
Europe, our contemporary line, and the growth of our existing
businesses drove a 77% sales increase in the segment.  Strong
sales performance in South Korea drove Asian revenues higher and
led to a 77% increase in our wholesale segment revenues."  Mr.
Marciano continued, "Our North American retail business performed
extremely well, posting its 17th consecutive quarter of same store
sales growth.  And the strength of our accessory lines drove
licensing revenue growth of 42%.  It is important to note that our
footwear licensee's business has been expanding rapidly. Compared
to just a year ago, their business has experienced explosive
revenue growth, more than doubling its volume in the period. W e
continue to be very excited about the prospects of this business
both domestically and internationally."  Mr. Marciano concluded,
"On a consolidated basis, we increased net earnings by 71.9%,
driven by earnings growth in all of our businesses around the
world.  Our earnings were well balanced and our performance once
again demonstrates the power of our diversified business model."

Total net revenue for the first quarter of fiscal 2008 increased
42.3% to $377.9 million from $265.7 million in the prior-year
period.  The company's retail stores in the U.S. and Canada
generated revenue of $179.5 million in the first quarter of fiscal
2008, a 19% increase from $150.9 million in the same period a year
ago.

Comparable store sales increased 13.6% for the quarter ended May
5, 2007, compared to the thirteen weeks ended May 6, 2006.  The
company operated 336 retail stores in the U.S. and Canada at the
end of the first quarter of fiscal 2008 versus 316 stores a year
earlier.

Net revenue from the company's wholesale segment, which includes
the Company's Asian operations, increased 77.4% to $59.2 million
in the first quarter of fiscal 2008, from $33.4 million in the
prior-year period.  Net revenue from the company's European
segment increased 77.2% to $118.9 million in the first quarter of
fiscal 2008, compared to $67.1 million in the prior-year period.

Licensing segment net revenue increased 41.5% to $20.3 million in
the first quarter of fiscal 2008, from $14.3 million in the prior-
year period.  Operating earnings for the first quarter of fiscal
2008 increased 69.0% to $57.9 million from $34.3 million in the
prior-year period.  Operating margin in the first quarter improved
240 basis points to 15.3%, compared to the prior year's quarter.  
The margin expansion was driven by better product margins,
significant operating margin expansion in the wholesale segment,
and the positive impact in the company's first quarter business
mix of the higher European business.  The company's SG&A rate
increased 30 basis points quarter over quarter.

  Five-Week Transition Period and Recast 2006 Financial Results

The company also disclosed its financial results for the five-week
transition period ended Feb. 3, 2007 and the results for the
recast fourth quarter and year ended Feb. 3, 2007.  The five-week
transition period resulted from the company's decision to change
its fiscal year.  For the five-week transition period, revenues
were $136.0 million, net earnings were $8.0 million.

For the recast quarter ended Feb. 3, 2007, revenues were $396.2
million, operating earnings were $71.4 million, operating margin
reached 18.0% and net earnings were $45.9 million.  Revenues for
the recast year ended Feb. 3, 2007 were $1.25 billion, operating
earnings were $205.5 million, operating margin reached 16.4% and
net earnings were $131.2 million.

Guess? Inc. (NYSE: GES) -- http://www.guessinc.com/-- designs,  
markets, distributes and licenses a lifestyle collection of
contemporary apparel, accessories and related consumer products.
At May 5, 2007, the company operated 336 retail stores in the
United States and Canada.  The company also distributes its
products through better department and specialty stores around the
world.

                       *     *     *

Guess? Inc. still carries Standard & Poor's "BB" long-term foreign
and local issuer credit ratings which were placed in December
2006.


HAIGHTS CROSS: Receives Default Notice on Senior Notes
------------------------------------------------------
Haights Cross Communications, Inc. said that on May 29, 2007, it
received a notice of default from Wells Fargo Bank, National
Association, as trustee under the company's indenture for the
company's 12-1/2% Senior Discount Notes due 2011.

On the same day, the company, on behalf of Haights Cross Operating
Company, a wholly-owned subsidiary, received a notice of default
from the Trustee, as trustee under HCOC's indenture  for HCOC's
11-3/4% Senior Notes due 2011.

                       Filing Delay

On April 2, 2007, the company filed a Notification of Late Filing
on Form 12b-25 with the U.S. Securities and Exchange Commission
relating to its inability to file on a timely basis its Annual
Report on Form 10-K for the year ended December 31, 2006.  The
filing delay was a result of:

    (i) the need to complete work on a restatement of the
        company's financial statements for specified reasons,
        which the company has completed, and

   (ii) the need to further investigate, and to allow its
        independent accountants to conduct additional procedures
        with respect to, matters of disagreement that one of its
        directors had expressed concerning certain disclosures
        in the company's proposed Compensation Discussion &
        Analysis to be included in the Annual Report.

On April 17, 2007, the company said that it would still be unable
to file the Annual Report citing that the investigation was still
ongoing.

               Terms of the Indenture

Under Section 4.03(a) of the respective Indentures, the company,
for itself and HCOC, is, among other things, required to timely
deliver to the Trustee within the time periods specified by the
Commission's rules and regulations the financial information
required to be contained in the Company's Annual Report and to
file all such information with the Commission.

The Trustee provided the notices described above to notify the
company and HCOC, respectively, that it is in violation of Section
4.03(a) of the applicable Indenture as a result of the delay in
the filing of the Annual Report.

The Indentures provide that the Company and HCOC have 60 days from
receipt of a notice of default to cure such default before an
event of default occurs under the Indentures.  If an event of
default occurs under the Indentures, then the Trustee or the
holders of 25% in aggregate principal amount of the 12-1/2% Notes
or the 11-3/4% Notes, respectively, may thereafter choose to
declare the applicable Notes to be due and payable immediately,
subject to any agreed upon waiver or rescission of acceleration.

As of May 29, 2007, $110.2 million of the 12-1/2% Notes while
$170.0 million of the 11-3/4% Notes were outstanding.

                          Other Loans

The company discloses that, along with HCOC, a failure to observe
any covenant under the Indentures, which failure entitles the
requisite holders of the Notes or the Trustee to accelerate the
Notes, also would constitute an event of default under HCOC's $30
million Senior Secured Revolving Credit Facility, its $100 million
Senior Secured Term Loan, and its
$30 million Senior Secured Term Loan, which could lead to an
acceleration of the unpaid principal and accrued interest under
such agreements unless a waiver is obtained.

The company says that HCOC has never drawn on the Senior Facility
and has $0 in principal balance outstanding.

As of May 29, 2007, the amount outstanding under these loans were:

    * $0 for the Senior Facility;
    * $96.3 million for the First Term Loan; and
    * $29.3 million for the Second Term Loan.

Based in White Plains, New York, Haights Cross Communications,
Inc. -- http://www.haightscross.com/-- develops and publishes  
products for the kindergarten through twelfth grade, or K-12,
supplemental education, library, and medical education markets.
Haights Cross imprints include: Sundance/Newbridge Educational
Publishing (Northborough, MA), Triumph Learning (New York, NY),
Buckle Down Publishing (Iowa City, IA), Options Publishing
(Merrimack, NH), Recorded Books (Prince Frederick, MD), and
Oakstone Publishing (Birmingham, AL).


HAIGHTS CROSS: Default Notice Prompts S&P's Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Haights
Cross Communications Inc., including the 'CCC+' corporate credit
rating, and ratings on subsidiary Haights Cross Operating Co. on
CreditWatch with negative implications, based on Standard & Poor's
concern about HCC's recent receipt of a notice of default from the
trustee of certain of its unsecured debt issues based on its
delinquency in filing financial statements.

Total debt was $403 million as of Dec. 31, 2006.  White Plains,
New York-based HCC is a supplemental education publisher serving
the school and library markets.
     
"The resolution of the CreditWatch listing will depend on the
company's ability to file the delayed financial reports and our
evaluation of the company's business performance and liquidity at
that time," said Standard & Poor's credit analyst Hal F. Diamond.


HAYES LEMMERZ: Unit Completes Tender Offer for 10-1/2% Sr. Notes
----------------------------------------------------------------
Hayes Lemmerz International Inc. disclosed the expiration of the
cash tender offer and consent solicitation of its indirect
subsidiary, HLI Operating Company Inc. for any and all of the
outstanding 10-1/2% Senior Notes Due 2010 (CUSIP No. 404216AB9) of
HLI.

The tender offer and consent solicitation for the Notes expired at
11:59 p.m., New York City time, on June 5, 2007.

As of the Expiration Date, HLI had received tenders with respect
to $154,238,000 in aggregate principal amount of the Notes
pursuant to HLI's Offer to Purchase and Consent Solicitation
Statement, dated May 8, 2007, and the related Letter of
Transmittal and Consent for Tender Offer.  HLI accepted for
payment and paid for $154,178,000 in aggregate principal amount of
such Notes on May 30, 2007.

HLI expects to accept for payment and pay for the remaining Notes
validly tendered prior to the Expiration Date on or about June 7,
2007.  HLI intends to redeem the remaining $3,262,000 in aggregate
principal amount of outstanding Notes that were not tendered by
the Expiration Date prior to their maturity.

The tender offer and consent solicitation were made solely by
means of the Offer to Purchase and the related Letter of
Transmittal and Consent for Tender Offer.

                About Hayes Lemmerz International

Headquartered in Northville, Michigan, Hayes Lemmerz International
Inc. (Nasdaq: HAYZ) -- http://www.hayes-lemmerz.com/-- global   
supplier of automotive and commercial highway wheels, brakes and
powertrain components.  The company has 30 facilities and
approximately 8,500 employees worldwide.

The company has operations in India, Brazil and Germany, among
others.

                         *    *    *

As reported in the Troubled Company Reporter on May 4, 2007,
Moody's Investors Service raised to B3 from Caa1 the corporate
family and probability of default ratings of HLI Operating
Company, Inc., a wholly-owned subsidiary of Hayes Lemmerz
International, and changed the rating outlook to stable from
negative.


HENDRX CORP: Posts $438,593 Net loss in Quarter Ended March 31
--------------------------------------------------------------
Hendrx Corp. reported a net loss of $438,593 on revenue of
$210,156 for the first quarter ended March 31, 2007, compared with
a net loss of $436,145 on revenue of $32,955 for the same period
last year.

Revenue in the three month periods is based almost entirely on the
sale of AWG units, which sales have dropped off significantly in
the current period due to product complaints and the return of
shipped product.  Product modifications are now being tested to
address these complaints.  

Cost of goods sold for the three months period ended March 31,
2007, was $286,237 as compared to $334,319 for the three month
period ended March 31, 2006, a decrease of 14%.  The decrease in
cost of goods sold reflects the corresponding decrease in revenue
over the periods.  

Selling expenses for the three month period ended March 31, 2007,
were $26,645 as compared to $70,309 for the three month period
ended March 31, 2006, a decrease of 62%.

General and administrative expenses for the three month period
ended March 31, 2007, were $272,562 as compared to $315,802 for
the three month period ended March 31, 2006, a decrease of 14%.

At March 31, 2007, the company's balance sheet showed $42,754,480
in total assets, $5,216,106 in total liabilities, and $37,538,374
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $2,456,864 in total current assets
available to pay $4,216,106 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20b5

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson LLC, in Bountiful, Utah, expressed
substantial doubt about Hendrx Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
working capital deficiency.

                        About Hendrx Corp.

HENDRX Corp. (OTC BB: HDRX.OB) through its wholly owned
subsidiary, Eastway Global Investment Limited, which included the
latter company's wholly-owned operating subsidiary, Fujian Yuxin
Electronic Equipment Co., Ltd., manufactures and distributes water
dispenser systems.  YuXin owns patents of atmospheric water
generation in China and utilizes patents under license that are
registered in the United States. Its head office and plant
facilities are located in Ron Qiao Economic Development Zone,
Fuqing City, Fujian Province, P.R. China.


HOLLISTON MILLS: Court Approves James Neidhart as CRO
-----------------------------------------------------
The Holliston Mills Inc. obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ
James D. Neidhart at Nightingale & Associates LLC as its
Chief Restructuring Officer.

The Debtor's board of directors will have direct oversight
and control over Mr. Neidhart and Nightingale.  

As CRO, Mr. Neidhart will have direct oversight of all
bankruptcy-related activities, including all reporting
functions to the Court and appropriate constituencies.  
Mr. Neidhart will also oversee the sale of the Debtor's
business or assets in accordance with the Court-approved
sale and bidding procedures.

Nightingale, if requested, will provide temporary staff to
the Debtor to assist the Debtor in its restructuring efforts.

Pursuant to an engagement letter, the Debtor will pay
Nightingale $400 per hour for the services of Mr. Neidhart on
the condition that the aggregate fees for all services will
not exceed $8,000 per week times the number of weeks, or a
fraction thereof.  Mr. Neidhart will work for the Debtor for
at least two days each week through the end of July 2007.  In
addition, the Debtor will also pay Nightingale a retainer of
$16,000.

Based in Church Hill, Tennessee, The Holliston Mills, Inc. --
http://www.icgholliston.com/-- produces fabrics for various
coating applications.  The company filed for Chapter 11
protection on May 21, 2007 (Bankr. D. Del. Case No. 07-10687).
As of March 31, 2007, the Debtor had total assets of about
$28,000,000 and total liabilities of about $27,500,000.


HOLLISTON MILLS: Taps Young Conaway as Bankruptcy Counsel
---------------------------------------------------------
The Holliston Mills Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Young Conaway
Stargatt & Taylor LLP as its counsel, nunc pro tunc, to the
bankruptcy filing.

Young Conaway will:

     a. provide legal advice with respect to the Debtor's
        powers and duties as debtor-in-possession in the
        continued operation of its business and management
        of its property;

     b. prepare and pursue confirmation of a plan and approval
        of a disclosure statement;

     c. prepare on behalf of the Debtor necessary applications,
        motions, answers, orders, reports and other legal
        papers;

     d. appear in Court and to protect the interest of the
        Debtor before the Court; and

     e. perform all other legal services for the Debtor that
        may be necessary and proper in the case proceedings.

The Debtor will pay Young Conaway based on these hourly rates:

           Professional                  Hourly Rate
           ------------                  -----------
           Robert S. Brady, Esq.            $525
           Joseph A. Malfitano, Esq.        $365
           Sean T. Greecher, Esq.           $280
           Margaret B. Whiteman, Esq.       $265
           Michelle Smith                   $130

To the best of the Debtor's knowledge, Young Conaway's does not
represent an interest adverse to its estates.

Based in Church Hill, Tennessee, The Holliston Mills, Inc. --
http://www.icgholliston.com/-- produces fabrics for various
coating applications.  The company filed for Chapter 11
protection on May 21, 2007 (Bankr. D. Del. Case No. 07-10687).
As of March 31, 2007, the Debtor had total assets of about
$28,000,000 and total liabilities of about $27,500,000.


IDEARC INC: March 31 Balance Sheet Upside-down by $8.75 Billion
---------------------------------------------------------------
Idearc Inc.'s balance sheet at March 31, 2007, showed
$1.51 billion in total assets and $10.26 billion in total
liabilities, resulting in an $8.75 billion total stockholders'
deficit.

Idearc Inc. reported net income of $104 million on total operating
revenue of $806 million for the first quarter ended March 31,
2007, compared with net income of $223 million on total operating
revenue of $813 million for the same period last year.  Net income
for the current quarter includes the effect of one-time costs
related to the spin-off from Verizon of $16 million after tax.  
Excluding these items, Idearc's adjusted pro forma net income was
$120 million.

"Our strategy to invest back into the business is working," said
president and chief executive officer Kathy Harless.  "Our first-
quarter results are positive.  We will continue to drive the print
business and take advantage of significant growth opportunities
with Superpages.com."

Harless continued: "When you remove the one-time costs associated
with our spin-off from Verizon and activities associated with
discontinued printing operations, the results give a picture of a
growing industry leader.  We are continuing to build momentum with
our multi-platform strategy, and we are confident about our
future."

Driven by continued improvement in print sales and strong growth
in Superpages.com, adjusted pro forma revenues were flat in the
first quarter compared to the same period in 2006.  Without
adjusting for 2006 discontinued operations, 2007 first-quarter
revenue of $806 million reflected a slight decline of 0.9 percent
compared to $813 million recorded for the same period in 2006.

Internet revenue of $68 million in the first quarter of 2007
reflected continued strong performance with more than 30 percent
growth compared to the same period in 2006 and a 36 percent
increase in network searches.  Superpages.com's consistent strong
performance was driven by solid growth from all sales channels,
increased traffic and pay-for-performance product offerings.

Idearc also reported operating income before interest, taxes,
depreciation and amortization (OIBITDA) of $356 million for the
first quarter of 2007.  On an adjusted pro forma basis, excluding
a one-time cost of $25 million, OIBITDA for the first quarter was
$381 million, a decline of 4.5 percent compared to the same period
in 2006.  The slight contraction was due primarily to the
company's investment in additional sales representatives in 2006,
which was completed in the second quarter of 2006.  Adjusted pro
forma OIBITDA results produced adjusted pro forma margins of 47.3
percent in the first quarter of 2007 and 49.5 percent in the same
period in 2006.  Adjusted pro forma OIBITDA increased $18 million
or 5.0 percent from the fourth quarter of 2006 due to improved
revenue, reduced bad debt expense and timing of selling expense.

Free cash flow for the period was $191 million, including the cash
impact of $12 million associated with one-time transition costs.

Multi-product advertising sales of $779 million for the quarter
ended March 31, 2007, were close to flat in the first-quarter,
reflecting a slight decline of 0.3 percent, as compared to $781
million the first-quarter of 2006.  Net multi-product advertising
sales is a non-GAAP statistical measure.  The company uses this
measure to distinguish net multi-product advertising sales from
total operating revenue, which is recognized on the company's
financial statements under the deferral and amortization method.  

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20b4

                         About Idearc Inc.

Idearc Inc. (NYSE: IAR) -- http://www.idearc.com/-- connects  
buyers with sellers with its multi-platform of advertising
solutions including Verizon(R) Yellow Pages and smaller-sized
portable Verizon(R) Yellow Pages Companion Directories,
Superpages.com(R) , Superpages MobileSM, Solutions At Hand(TM)
magazine and Solutions Direct(TM) direct mail packages.  Idearc
provides sales, publishing and other related services for more
than 1,200 distinct directory titles in 35 states and the District
of Columbia.  Superpages.com, the expert in local search with more
than 2.8 billion network searches in 2006 and 18 million
businesses in the United States, offers advertisers a variety of
online advertising solutions.  Superpages Mobile provides local
search functionality for wireless subscribers.


INNOVATIVE TECHNOLOGY: Section 341(a) Meeting Scheduled on June 26
------------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Innovative
Technology Application Inc.'s creditors at 1:00 p.m., on June 26,
2007, at the Office of the U.S. Trustee, 115 South Union Street,
Suite 208, Alexandria, Virginia.

This is the first meeting of creditors required under Section  
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Innovative Technology Application Inc. in Springfield, Virginia,
-- http://www.itapages.com/-- is a Federal contractor that  
specializes in knowledge management and counterterrorism
consulting products and services.  The Debtor filed for chapter 11
protection on May 24, 2007 (Bankr. E.D. Va. Case No. 07-11324).  
Stephen E. Leach, Esq., at Leach Travell Britt, P.C., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection, it listed estimated assets and debts between
$1 Million to $100 Million.  Its bankruptcy petition showed that
its largest unsecured creditors have claims of more than
$10 million.


INNOVATIVE TECHNOLOGY: Can Use Provident's Cash Collateral
----------------------------------------------------------
The Hon. Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia gave its final order authorizing
Innovative Technology Application Inc. to use Provident Bank's
cash collateral.

The Debtor relates that the use of cash collateral will provide it
with the necessary capital to operate its business, preserve its
assets, including its on-going contracts, pay its employees, and
conduct an organized sale of its assets.  

The Debtor's cash collateral budget is available for free at:

               http://ResearchArchives.com/t/s?20b6

In its request for use of cash collateral, the Debtor stated it
had little cash when it commenced its Chapter 11 case and is
entirely dependent on Cash Collateral for survival.  Without
access to cash collateral, the Debtor contended that it would be
unable to continue as a going concern, which would result in
substantial harm to its creditors and parties in interest.

As of the bankruptcy filing, Debtor is indebted to Provident under
a term loan and revolving credit facility in the current
approximate amount of $6 million.  However, the Debtor has been
unable to satisfy its obligations to Provident under the Facility
due to various business reverses.  Since 2005, the Debtor has been
operating under a series of forbearance agreements between it and
Provident.  The Facility is secured by first priority security
interests and liens on substantially all of the Debtor's assets
including, among other things, the proceeds of its accounts
receivable, which constitute cash collateral.

The Debtor had previously requested that the court hold the
interim hearing as soon as practicable due to the Debtor's urgent
need for use of cash collateral.  The Debtor obtained from the
Court an interim order to use cash collateral on May 31, 2007.  
The court had initially scheduled a final hearing on June 26,
2007, at Judge Mayer's courtroom in Alexandria, Virginia, but the
Court's final order approving the use of the cash collateral was
granted to the Debtor on May 31, 2007.

Innovative Technology Application Inc. in Springfield, Virginia,
-- http://www.itapages.com/-- is a Federal contractor that
specializes in knowledge management and counterterrorism
consulting products and services.  The Debtor filed for chapter 11
protection on May 24, 2007 (Bankr. E.D. Va. Case No. 07-11324).
Stephen E. Leach, Esq., at Leach Travell Britt, P.C., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection, it listed estimated assets and debts between
$1 Million to $100 Million.  Its bankruptcy petition showed that
its largest unsecured creditors have claims of more than
$10 million.



INNOVATIVE TECHNOLOGY: Wants Stillwater as Financial Advisor
-----------------------------------------------------------
Innovative Technology Application Inc. asks the U.S. Bankruptcy
Court for the Eastern District of Virginia for permission to
employ Stillwater LLC as its financial advisor.

Stillwater will:

     (a) evaluate the Debtor, its current financial condition
         franchise value, operations and projected results;
         
     (b) assess the strategic alternatives for the Debtor
         including liquidation, or sale as a going concern;

     (c) consult with the Debtor and its advisors on the
         financial issues and options concerning a potential
         liquidation or sale of the Debtor;

     (d) identify potential alternative going concern bidders;

     (e) participate in the assessment of the highest and best
         bids;

     (f) present the results of its analysis to the Debtor and its
         counsel;

     (g) as appropriate, participate in calls and meetings with
         Debtor's management and counsel and the negotiation of
         any plan of reorganization and other financial matters
         which concern the Debtor;

     (h) perform other financial advisory and investment banking
         services as are customary in engagements of the type
         contemplated hereby and as may be reasonably agreed upon
         by the Debtor, as the case may be, and Stillwater.

Stillwater will work closely with the Debtor's representatives and
the other professionals retained by the Debtor to ensure that
there is no unnecessary duplication of services performed or
charged to the Debtor's estate.

Stillwater will charge $300 per hour for the work of Anthony
Otten, its Managing Director.

To the best of the Debtor's knowledge, Stillwater represents no
adverse interest to the Debtor which would preclude it from acting
as financial advisor to the Debtor and its employment will be in
the best interest of the Debtor's estate.

Innovative Technology Application Inc. in Springfield, Virginia,
-- http://www.itapages.com/-- is a Federal contractor that  
specializes in knowledge management and counterterrorism
consulting products and services.  The Debtor filed for chapter 11
protection on May 24, 2007 (Bankr. E.D. Va. Case No. 07-11324).  
Stephen E. Leach, Esq., at Leach Travell Britt, P.C., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection, it listed estimated assets and debts between
$1 Million to $100 Million.  Its bankruptcy petition showed that
its largest unsecured creditors have claims of more than
$10 million.


INTERSTATE BAKERIES: Has Until October 5 to File Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
further extended Interstate Bakeries and its debtor affiliates'
exclusive periods to:

   (a) file a plan of reorganization through Oct. 5, 2007; and

   (b) solicit acceptances of that plan through Dec. 5, 2007.

As reported in the Troubled Company Reporter on May 18, 2007, the
Debtors told the Court that the Debtors' board of directors, the
Debtors, the Official Committee of Equity Security Holders, the
Official Committee of Unsecured Creditors, and the prepetition
secured lender steering group need additional time to refine and
present a five-year business plan, to complete the valuation
analysis, and to explore exit financing alternatives to develop a
feasible plan of reorganization.

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 June 2, 2007.  (Interstate Bakeries
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


INTERSTATE BAKERIES: Court Okays Kent Magill Employment Deal
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries and its debtor-affiliates to enter
into an employment agreement with Kent B. Magill, nunc pro tunc to
April 25, 2007, and allowing all payments, awards and benefits
specified in the Employment Agreement as actual and necessary
expenses pursuant to Section 503 of the Bankruptcy Code.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, related to the Court that under the
Employment Agreement, Mr. Magill will continue to serve as the
executive vice president, general counsel and corporate secretary
of the Debtors.  Mr. Magill has been a crucial part of the
Debtors' reorganization efforts, so the relief requested is
designed to assure that Mr. Magill's services remain available
throughout the Debtors' bankruptcy cases, Mr. Ivester explained.

Mr. Ivester noted that there are two primary reasons for changing
the terms of Mr. Magill's employment:

   (1) Mr. Magill's compensation has been substantially below
       that of his peers; and

   (2) Mr. Magill is one of the key members of the management
       team who is focusing on the restructuring.

The terms of the Employment Agreement are intended to motivate
and provide incentive for Mr. Magill to achieve the best possible
outcome for parties-in-interest in these Cases, Mr. Ivester said.  
He added that the Debtors have determined that the Employment
Agreement is in the best interest of the Debtors' estates,
creditors and other parties-in-interest and is critical to the
Debtors' prospects for a successful reorganization.

Mr. Magill is responsible for ensuring the company's legal and
regulatory compliance and advising both the board of directors
and CEO Craig D. Jung on all issues that may materially affect
the company's health, public reputation and business prospects.  
He also oversees the company's risk mitigation practices, crisis
management team and public relations.

In addition, Mr. Magill is currently involved in matters that are
key to the Debtors' business operations and restructuring
including:

   -- the company's efforts to become compliant with its SEC
      filing requirements;

   -- development of compliance programs to overcome the
      significant hurdles imposed by the Sarbanes-Oxley
      legislation;

   -- the company's diverse and complex labor circumstances,
      which are quite unique in light of the Debtors' more than
      400 labor contracts;

   -- the company's efforts to understand and deal with its
      MEPPA obligations;

   -- providing key advice to, and develop processes for, the
      Board as it fulfills its oversight functions;

   -- coordinating the efforts of over 47 law firms and other
      advisors who do work for the company in 48 states.

Mr. Magill is likewise intimately involved in, and helps the
chief restructuring officer and chief financial officer oversee,
the restructuring efforts of the company including constant
contact with the attorneys, investment bankers and financial
advisors, who have been engaged by the company.

Mr. Ivester told the Court that Mr. Jung and the newly
reconstituted board of directors unanimously endorsed the
Debtor's entry into the Employment Agreement with Mr. Magill.  
Mr. Jung, working closely with the chairman and compensation
committee of the board and an independent compensation
consultant, developed the nature and amount of compensation
reflected in the Employment Agreement, Mr. Ivester disclosed.  
The Debtors believe that their official committees also support
the relief requested.

The salient terms of the Employment Agreement include:

   (a) Mr. Magill will serve as the executive vice president,
       general counsel and corporate secretary of the company,
       and will report solely and directly to the Board and the
       CEO;

   (b) The term of Mr. Magill's employment will be for a period
       commencing on the effective date of the employment
       agreement and ending on its third anniversary, provided
       that the Term be automatically extended for additional
       one-year periods unless either the company or Mr. Magill
       gives the other prior written notice of at least 120 days
       to the date of the Term's expiration that the party is
       electing not to extend the Term;

   (c) Mr. Magill will receive an annual base salary of
       $375,000, which will be reviewed at least annually by the
       Compensation Committee, and which may be increased from
       time to time as will be determined by the Compensation
       Committee; and

   (d) During the Term, Mr. Magill will be eligible to receive
       an additional annual performance-based cash bonus award
       pursuant to the terms and conditions of the company's
       annual performance bonus plan.  He is also entitled to
       receive a $750,000 special cash award.

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 June 2, 2007.  (Interstate Bakeries
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ION MEDIA: CIG and Citadel Completes Initial Tender Offer
---------------------------------------------------------
ION Media Networks Inc. disclosed that CIG Media LLC and other
affiliates of Citadel Investment Group L.L.C. has completed the
initial offering period of their tender offer for any and all of
ION Media's outstanding shares of Class A common stock at a price
of $1.46 net per share in cash.

When the initial offering period of the tender offer expired at
12:00 midnight, New York City time, on June 1, 2007, approximately
40,624,885 shares, including approximately 520,826 shares tendered
pursuant to guaranteed delivery procedures, representing
approximately 62.1% of the Class A common stock outstanding had
been validly tendered.

These shares represent 86.1% of the shares of ION Class A common
stock held by the public and, taken together with the 2,724,207
shares held by CIG Media prior to the tender offer and the
15,455,062 shares held by affiliates of Lowell W. Paxson that CIG
Media is purchasing pursuant to a call agreement, represent
approximately 89.9% of the outstanding shares of ION's Class A
common stock.  All validly tendered shares have been accepted for
payment, and payment will be made promptly in accordance with the
terms of the offer.

The Citadel affiliates also commenced a subsequent offering period
that will expire at 5:00 p.m., New York City time, Friday, June
15, 2007.

CIG Media will pay $1.46 net in cash per share of Class A common
stock of ION for shares tendered in the subsequent offering
period, the same amount as it paid in the initial offering period.
CIG Media will immediately accept all shares validly tendered
during the subsequent offering period and will pay for the shares
promptly after acceptance, in accordance with the terms of the
offer. ION stockholders tendering shares during the subsequent
offering period may not withdraw their shares and cannot deliver
their shares using the guaranteed delivery procedures.  All other
terms and conditions of the offer remain the same.

On May 4, 2007, ION filed a solicitation/recommendation statement
on Schedule 14D-9 with the Securities and Exchange Commission in
relation to the tender offer.  Stockholders of ION may obtain a
free copy of these documents by contacting Innisfree M&A
Incorporated, the information agent for the tender offer, at (888)
750-5834 (toll free).

                   About Citadel Investment Group

Headquartered in Chicago, Illinois, Citadel Investment Group is an
institution in the alternative investment management, services and
capital markets arenas.  Since its founding in 1990, Citadel has
expanded to deploy investment capital across a diversified set of
proprietary investment strategies around the world and to deliver
a range of capital markets, alternative investment management and
alternative investment services.  The Citadel group of companies
employ over 1,000 professionals at and across offices around the
world, including New York, San Francisco, London, Hong Kong and
Tokyo.

                    About ION Media Networks

ION Media Networks Inc. (AMEX: ION) -- http://www.ionmedia.tv/
-- owns and operates a broadcast television station group and ION
Television, reaching over 90 million U.S. television households
via its nationwide broadcast television, cable and satellite
distribution systems.  ION Television currently features popular
television series and movies from the award-winning libraries of
Warner Bros., Sony Pictures Television, CBS Television and NBC
Universal.  In addition, the network has partnered with RHI
Entertainment, which owns over 4,000 hours of acclaimed television
content, to provide high-quality primetime programming beginning
July 2007.  Utilizing its digital multicasting capability, ION
Media Networks has launched several new digital TV brands,
including qubo, a television and multimedia network for children
formed in partnership with Scholastic, Corus Entertainment,
Classic Media and NBC Universal, as well as ION Life, a television
and multimedia network dedicated to health and wellness for
consumers and families.

                          *     *     *

As reported in the Troubled Company Reporter on May 9, 2007,
Standard & Poor's Ratings Services placed its ratings on Ion Media
Networks Inc., including the 'CCC+' corporate credit rating, on
CreditWatch with developing implications.  The CreditWatch
placement follows TV broadcaster Ion's announcement that it
entered into an agreement with Citadel Investment Group LLC and
NBC Universal Inc. for a comprehensive recapitalization of Ion.


JAMES GREEN: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: James C. Green, Jr.
        P.O. Box 153
        Tupelo, MS 38802

Bankruptcy Case No.: 07-11869

Chapter 11 Petition Date: June 4, 2007

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: J. Walter Newman, IV, Esq.
                  248 East Capitol Street, Suite 539
                  539 Trustmark Building
                  Jackson, MS 39201
                  Tel: (601) 948-0586
                  Fax: (601) 948-0588

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 13 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Capitol Factors                                    $10,000,000
P.O. Box 79
Memphis, TN 38101-0079

Bank of New Albany                                  $7,496,166
P.O. Drawer 811
New Albany, MS 38652

First Tennessee Bank                                $1,100,000
P.O. Box 84
Memphis, TN 38101-0084

Bank of Vernon              560 acres               $2,545,415
P.O. Box 309                value of
Vernon, AL 35592            security:
                            $1,000,000

Merchants & Farmers Bank                              $751,188
P.O. Box F
Tupelo, MS 38802

Community Bank                                        $618,479
P.O. Box 270
Amory, MS 38821

First Commercial Bank                                 $581,647
P.O. Box 12868
Jackson, MS 39236

BancorpSouth                Note 3512-39              $951,547
P.O. Box 789                $5,000.  State of
Tupelo, MS 38802-0789       Mississippi
                            Highway Reference
                            Bonds Ser. 1978
                            Note 6947-20
                            $5,000.  City of
                            Gainsville, FL
                            Bonds, Ser. 1979
                            Note 8542-20
                            $5,000. City of
                            Gain; value of
                            security:
                            $395,000

                                                      $158,081

Renasant Bank               28,095 shares;            $808,158
P.O. Box 4140               value of security:
Tupelo, MS 38803-4140       $700,000

Trustmark Bank              note 3520-10,000          $501,072
P.O. Box 291                shares of
Jackson, MS 39205           Peoploungers, Inc.
                            stock Note 1423-
                            150,000 shares of
                            Peoploungers, Inc.
                            stock

AmSouth Bank                line of credit            $100,812

Bank of America                                        $76,780

American Express                                       $28,004


KEYSTONE AUTOMOTIVE: Moody's Cuts Ratings on Weak Credit Metrics
----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default of Keystone Automotive Operations, Inc.  to
B3 from B2.

Moody's also lowered the ratings of the company's senior secured
term loan to B2 from B1, and its guaranteed senior subordinated
notes to Caa2 from Caa1.  The outlook remains negative.

These rating actions reflect the deterioration in Keystone's
credit metrics that has occurred during the second half of 2006
which Moody's anticipates will continue through 2007.  This
deterioration is largely due to the customer overlap and related
loss in revenues that occurred subsequent to the December 2005
acquisition of Reliable Investments, Inc.  Revenues and margins
for Keystone's aftermarket accessory sales have also been hurt by
the declining level of new vehicle sales in the truck and SUV
segments.  While 2007 should reflect the elimination of certain
duplicative costs resulting from the acquisition, the company's
credit metrics are expected to be consistent with current rating.

The negative outlook reflects Moody's continuing concern that
Keystone's operating performance and cash flow could come under
further pressure unless the company is able to stem the revenue
losses that have been caused by the post-acquisition customer
overlap.  The company's performance also remains vulnerable to
further erosion in the truck and SUV markets and increasing
competitive pricing in its markets.  A key element in Keystone's
ability to contend with these challenges is to meet its target of
being cash flow positive for 2007.  The degree to which the
company can reduce levels of working capital during the coming
quarters could avoid further pressure on the rating.

Ratings lowered:

   -- Corporate Family Rating, to B3, from B2;

   -- Probability of Default Rating, to B3, from B2;

   -- Senior secured term loan to B2 (LGD3 39%) from B1 (LGD3
      42%);

   -- Guaranteed senior subordinated unsecured notes due 2013,
      to Caa2 (LGD5 85%) from Caa1 (LGD5 85%);

   -- The $125 million secured asset based revolving credit
      facility is not rated by Moody's.

The last rating action for Keystone was on Dec. 8, 2006 when the
ratings were affirmed.

For the 12-month period ending March 31, 2007, Debt/EBITDA  
approximated 6.8x, and EBIT/Interest approximated 0.9x. Free cash
flow was approximately negative $11 million.  Free cash flow
continued to be negatively impacted by higher inventory
levels resulting from the Reliable acquisition and a warehouse
expansion in the southeast.  Free cash flow may improve in the
near-term if inventory levels are improved.

Future events that would be necessary to achieve improvement in
Keystone's rating outlook include: improved margins and free cash
flow resulting from the realization of operational synergies from
the Reliable acquisition, which would result in a de-leveraging of
the company's balance sheet so that Debt/EBITDA (using Moody's
standard adjustments) is sustained below 5.5X, and EBIT/Interest
improving above 1.3x.

Future events that have the potential to lower Keystone's ratings
include:

   -- further deterioration in the company's operating margins;

   -- an erosion in the inventory and working capital management
      systems that result in working capital consumption of cash
      and weakening liquidity, or higher leverage resulting from
      additional acquisitions.  

Consideration for lower ratings could result if any combination of
the above factors results in deteriorating EBIT/Interest,
increased Debt/EBITDA.

Keystone, headquartered in Exeter, Pennsylvania, competes as a
leading distributor in the specialty accessories and equipment
segment of the broader automotive aftermarket equipment industry.  
Keystone's specialty products are used by consumers to improve the
performance, functionality, and appearance of their vehicles.  The
company sells only a nominal dollar amount of commodity
replacement parts.  Keystone is presently the
dominant player in the Northeast, with a strong presence as well
in the Midwest, the Southeast, and Canada.  Keystone's revenues
approximate $607 million.


M. GRANDE RESORT: Section 341(a) Meeting Scheduled for June 29
------------------------------------------------------------s--
The U.S. Trustee for region 4 will convene a hearing of M. Grande
Resort LLC's creditors on June 29, 2007, at 10:45 a.m., at
Columbia First Meetings.  This is the first meeting of creditors
required under Section 341(a) of the Bankruptcy Code in all
bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Myrtle Beach, South Carolina, M. Grande Resort
LLC owns and operates an oceanfront 16-story hotel.  The company
filed for Chapter 11 protection on May 30, 2007 (Bankr. S.C. Case
No. 07-02867).  No Official Committee of Unsecured Creditors has
been appointed in the Debtor's cases.  When the Debtor filed for
protection its estimated assets at $22,627,475 and estimated
debts at $7,972,412.


MONARCH COMMERCIAL: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Monarch Commercial Roofing, Inc.
        8250 Alpine Avenue, Suite H
        Sacramento, CA 95826

Bankruptcy Case No.: 07-24224

Type of Business: The Debtor is a roofer.

Chapter 11 Petition Date: May 5, 2007

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: W. Austin Cooper, Esq.
                  2151 River Plaza Drive, Suite 195
                  Sacramento, CA 95833
                  Tel: (916) 927-2525

Total Assets: $894,204

Total Debts:  $3,198,248  

Debtor's Eight Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Allied Building Products    security interest;      $2,725,310
File 57188                  value of
Los Angeles, CA             security:
90074-7188                  $802,000

Mainstay Business           payroll advances          $344,318
Solutions
1180 Iron Road,
Suite 210
Folsom, CA 95630

Ford Credit                 2006 Ford F-250;           $41,128
P.O. Box 7172               value of
Pasadena, CA 91109-7172     security:
                            $27,425

North Sac Financial         2000 Ford F-650            $17,000
                            value of
                            security:
                            $8,000

Basham Parker, L.L.P.       legal services             $16,425


D.&K. Material Stockers     services, roof             $10,563
                            loading of tile
                            or roofing
                            materials

Coastal Employer's, Inc.    payroll services            $2,731

Capital One                 revolving charge              $697


MONTECITO BROADCAST: Sale Exploration Cues S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Montecito
Broadcast Group LLC, including the 'B' corporate credit rating, on
CreditWatch with negative implications.

The CreditWatch placement follows TV broadcaster Montecito's
decision to explore the sale of its stations after being
approached by potential buyers.  San Luis Obispo, California-based
Montecito owns and operates four broadcast TV stations in
Portland, Oregon; Honolulu; and Wichita and Topeka, Kansas.  The
Company had total debt of approximately $156 million as of March
31, 2007.
     
In resolving the CreditWatch listing, S&P will consider the
company's operating performance, financial structure, and outlook
given the outcome if the company is sold.  Montecito has exhibited
a narrowing margin of compliance with the financial covenants on
its bank credit facilities, because its anticipated revenue
enhancements and cost savings have been delayed.  "If the company
is sold, S&P believe that the new financial structure would
probably remain highly leveraged with possible downside
vulnerability, and S&P see no immediate indication that any
acquirer would be a lower-leveraged, higher-quality credit or
would inject additional equity into the company," said Standard &
Poor's credit analyst Deborah Kinzer.


MYSTIC RE: S&P Rates $150 Million 2007-1 Class A Notes at B+
------------------------------------------------------------
Standard & Poor's Ratings Services said that on June 1, 2007, it
assigned its 'B+' senior secured debt rating to Mystic Re II
Ltd.'s $150 million Class A Series 2007-1 principal at-risk
variable rate notes.
     
This is the first issuance under Mystic II's newly established
principal at-risk variable rate note program.  The proceeds from
the issuance of the notes will provide Liberty Mutual Insurance
Co. (A/Stable/A-1) with a source of index based coverage for
hurricanes in the covered area on a per occurrence basis over a
four-year period.  This is the fourth hurricane-linked catastrophe
bond for which Liberty Mutual was the sponsor, the first three
being issued in 2006 under the Mystic Re Ltd. program.
      
"The rating is based on the modeled probability of attachment and
the analysis of the deal structure," said Standard & Poor's credit
analyst Gary Martucci.  AIR Worldwide Corp.'s proprietary model
was used to determine the probability of attachment of the notes.  
The initial probability of attachment based on the near-term
analysis for the notes is 283 bps.  The initial trigger amount is
$25 billion and the initial exhaustion amount is $30 billion.  AIR
will remodel the transaction each year to keep the probability of
attachment at a level equal to or less than initial probability of
attachment.  The trigger and exhaustion amounts will change
accordingly to reflect this annual reset.  Losses to noteholders
will be calculated using the following formula:

The weighed industry losses are determined by the multiplying the
PCS estimate of losses resulting from a hurricane by the related
payout factor, 40% for Florida and 100% for all other states in
the covered area, and summing the results.
     
The proceeds from the issuance of the notes are invested in high-
quality permitted investments within a collateral account.  Mystic
II will swap the total return of the asset portfolio with European
Finance Reinsurance Co. Ltd., which has been guaranteed by Swiss
Reinsurance Co. (AA-/Stable/A-1+) in exchange for quarterly LIBOR-
based payments less eight basis points.  The premium received by
Mystic II pursuant to the reinsurance agreement, combined with the
payments received under the swap will be used to make the
scheduled interest payments to the noteholders.
     
The notes will provide Liberty Mutual Insurance Co. with a source
of multiyear retrocessional capacity linked to reinsurance of
hurricane exposure for the covered area.  If a hurricane passes
through the covered area and the weighted average insured industry
property losses from personal lines, commercial lines, and auto
and vehicle lines as set forth in the most recent catastrophe
bulletin release by the Property Claim Services results in a loss
of more than $25.0 billion, it is anticipated that there will be a
reduction in the outstanding principal amount of the notes.  If
the weighted average insured industry losses equal or exceed $30.0
billion, then the entire principal amount will be lost.
     
Liberty Mutual will pay Mystic's up-front and ongoing expenses in
connection with this security issuance.


MYSTIQUE ENERGY: Calgary Oil Company Buys Oil Assets for $19.2MM
----------------------------------------------------------------
Mystique Energy, Inc. has accepted an offer from a Calgary based
petroleum company to purchase all of Mystique's oil and gas assets
and tax pools for gross proceeds of $19.2 million.

The effective date of the purchase is June 1, 2006.  Closing of
the transaction is anticipated to occur during the first week of
July 2007.  Net proceeds from the sale of the assets will be used
to eliminate Mystique's debt to its primary lender and other
secured creditors.  The remaining proceeds will be used to pay
down the debt owed to unsecured creditors.

The transaction is the conclusion of a process in which the
company engaged GMP Securities L.P. to seek strategic alternatives
for Mystique.

                        Mystique Energy

Mystique Energy, Inc. -- http://www.mystiqueenergy.ca/-- (TSXV:
MYS) is a junior oil & gas company focused on exploration and
development of petroleum and natural gas reserves, with production
in western Alberta.

                         *     *     *

As reported in the Troubled Company Reporter on May 30, 2007,
The Court of Queen's Bench has extended, until July 17, 2007,
Mystique Energy, Inc.'s stay of proceedings under the Companies'
Creditors Protection Act.

The company continues to engage GMP Securities LP to identify and
consider strategic alternatives including a possible merger,
amalgamation, reorganization or takeover of the company, or the
sale of some or all of its assets, or any other alternatives that
are considered to be in the best interests of Mystique, including
the participation of interested parties in formulating the Plan
with the company to propose to the affected stakeholders.


NATURALLY ADVANCED: Posts $134,818 Net Loss in Qtr. Ended March 31
------------------------------------------------------------------
Naturally Advanced Technologies Inc. reported a net loss of
$134,818 on sales of $616,061 for the first quarter ended
March 31, 2007, compared with a net loss of $324,824 on sales of
$285,194 for the same period ended March 31, 2006.

The increase in sales is mainly due to the contribution to sales
of the new apparel line under the HT Naturals brand.  Gross margin
increased to $235,325 for the three-month period ended March 31,
2007, compared to $70,155 for the same period in 2006.  Gross
margin increased due to the increase in sales, as well as the sale
of new inventory at a higher margin.

Operating expenses decreased to $370,143 for the quarter ended
March 31, 2007, compared to operating expenses of $412,189 during
the three-month period ended March 31, 2006.  Operating
expenses for the three-month period ended March 31, 2007, were
reduced by $46,663 in government grants received under the  
Government of Canada's Scientific Research and Experimental
Development tax credit program.

The decrease in loss was due in part to the decrease in research
and development expenses and in legal and accounting fees, and the
receipt of the government grant in the amount of $46,663.

At March 31, 2007, the company's balance sheet showed $1,448,074
in total assets and $1,123,729 in total liabilities, and $324,345
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20ba

                       Going Concern Doubt

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
expressed substantial doubt about Naturally Advanced
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's significant losses since inception and further
anticipated losses in the development of its business.

                    About Naturally Advanced

Naturally Advanced Technologies Inc. (OTC BB: NADVF.OB) --
http://www.naturallyadvanced.com/-- is the leading provider of  
sustainable, environmentally-friendly fibers and fabrics as well
as bast fiber enzymatic processes(TM).  The company was founded in
1995 in response to the growing demand for environmentally
friendly, socially responsible clothing and has evolved into two
operating entities: HT Naturals and Crailar(TM) Fiber
Technologies.


NIGHTHAWK RADIOLOGY: Moody's Assigns Ba3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned ratings to NightHawk Radiology
Holdings, Inc. in connection with the pending refinancing of
NightHawk's indebtedness related to its recent acquisition of The
Radlinx Group.  Moody's assigned a Ba3 Corporate Family Rating, a
Ba3 rating to the proposed $75 million senior secured term loan, a
Ba3 rating to the proposed $25 million senior secured delayed draw
term loan and a Speculative Grade Liquidity rating of SGL-2.  The
rating outlook for NightHawk is stable.

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

Moody's assigned these proposed ratings:

   -- $75 million senior secured term loan due 2014, rated Ba3
      (LGD3, 32%);

   -- $25 million senior secured delayed draw term loan due
      2014, rated Ba3 (LGD3, 32%);

   -- Corporate Family Rating, rated Ba3;

   -- Probability of Default Rating, rated B1;

   -- Speculative Grade Liquidity Rating, rated SGL-2;

   -- The ratings outlook is stable.

The Corporate Family Rating of Ba3 acknowledges NightHawk's sound
profitability and resulting strong financial metrics. The rating
is also supported by the company's leading market position in the
nighttime and off-hours teleradiology space and generally
favorable fundamentals for the industry in terms of expected
growth in organic scan volume over the near to medium-term as well
as the potential for inroads into the day
read overflow market and sub-specialty areas.  Industry dynamics
are also favorable given that NightHawk does not present any
direct government reimbursement risk.  The ratings are constrained
by the company's small size, the lack of a material track-record
within the industry space, the assimilation risk posed by the
Radlinx acquisition as well as the lack
of an external liquidity source.

The outlook is stable, reflecting Moody's belief that NightHawk
will continue to grow revenues at a double-digit pace fueled
primarily by anticipated growth in the volume of reads, a factor
that reflects the favorable industry fundamentals enumerated
above.  Moody's also assume that the firm will continue to take a
conservative approach to acquisitions with acquired entities
broadening the company's already leading market share.  In the
event that a major acquisition or share repurchase adds material
debt the expectation is that NightHawk will utilize cash flow to
rapidly de-lever in a disciplined manner.

Moody's has assigned a Speculative Liquidity Rating of SGL-2,
reflecting the company's good liquidity position together with our
belief that over the next twelve months, NightHawk will be able to
fund its ordinary working capital, capital expenditures and other
cash requirements through operating cash flow and cash on its
balance sheet.  Moody's acknowledges that the company lacks an
external liquidity source, a situation that is mitigated by the
fact that the company's cash balances are substantial.

The ratings could come under downward pressure if the company
undertakes a major acquisition or share repurchase that results in
a material leveraging of the balance sheet such that adjusted
total debt to EBITDA exceeds 4.5 times.  The ratings could also be
downgraded in the event that revenue growth slows with a
concomitant weakening of margins, resulting in a ratio of EBIT to
interest declining to below 1.8 times on a sustained basis. The
ratings could move upward if the company achieves an
EBIT to interest coverage ratio of 4.5 times or better on a
sustained basis or if it maintains FCF to adjusted debt in excess
of 15% on a sustained basis.

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


NIGHTHAWK RADIOLOGY: S&P Puts Corporate Credit Rating at B+
-----------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to Coeur d'Alene, Idaho-based NightHawk Radiology
Services Inc.  The outlook is positive.

At the same time, Standard & Poor's assigned its recovery ratings
to NightHawks's $100 million senior secured first-lien credit
facilities, consisting of a $75 million term loan B due 2013 and a
$25 million delayed draw term loan due 2013.  The recovery rating
of '2' indicates the expectation for substantial (70% to 90%)
recovery of principal in the event of a payment default.

Proceeds from the financings will be used to finance the recent
acquisition of Radlinx, a privately held teleradiology services
provider, for $53 million.  The remaining proceeds and the delayed
draw will likely be used for future acquisitions.
      
"The positive outlook reflects the potential for an upgrade if the
company continues to grow its market share organically and through
acquisitions, while maintaining an aggressive financial risk
profile," explained Standard & Poor's credit analyst Rivka
Gertzulin, "as well as a stable operating environment."


NORTHERN BOULDER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Northern Boulder Company, Inc.
        42689 Steeple View
        Northville, MI 48168

Bankruptcy Case No.: 07-51011

Type of Business: The Debtor sells boulders and stone products in
                  wholesale.  See http://www.northernboulder.com/

Chapter 11 Petition Date: June 6, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Robert D. Buechler, Esq.
                  Touma, Watson, Whaling, Coury & Castello, P.C.
                  316 McMorran Blvd.
                  Port Huron, MI 48060
                  Tel: (810) 987-7700

Total Assets: $1,941,792

Total Debts:  $2,749,683

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


NOVELIS CORP: Moody's Rates $860 Million Senior Notes at Ba2
------------------------------------------------------------
Moody's Investors Service confirmed certain ratings of Novelis
Inc. and its subsidiary, Novelis Corporation, following the
completion of the company's acquisition by Hindalco Industries
Limited, one of India's largest non-ferrous metals companies, and
the introduction of Novelis's new debt structure.  This
concludes the review of Novelis's ratings that Moody's initiated
on Feb. 12, 2007.

In a related rating action, Moody's assigned a Ba2 rating to
Novelis's new proposed $860 million 7-year Gtd. senior secured
term loan facility.  This facility will be available to Novelis
Inc. and to Novelis Corporation.  If the company's proposed
financing concludes as planned, Moody's will withdraw the ratings
on Novelis's existing Gtd. Senior Secured Term Loan B, its Gtd.
Senior Secured Revolving Credit Facility and the ratings on
Novelis Corporation's existing Gtd. Senior
Secured Term Loan B.  The outlook is stable.

Moody's confirmed Novelis's B1 corporate family rating, the B1
probability of default rating, the Ba2 rating on its Gtd. Senior
Secured Revolving Credit Facility, the Ba2 rating on its Gtd.
Senior Secured Term Loan B, and the Ba2 rating on Novelis
Corporation's Gtd. Senior Secured Term Loan B.  However, Moody's
downgraded to B3 from B2 the rating on Novelis's $1.4 billion
7.25% guaranteed senior unsecured notes reflecting their relative
standing in the waterfall under Moody's loss given
default methodology after considering Novelis's new upsized senior
secured revolver and the reduced proportion of the unsecured notes
in the capital structure.  At the same time, Moody's affirmed
Novelis's SGL-2 speculative grade liquidity rating.

Novelis's proposed financing package includes:

   (1) replacing its existing revolving credit facility with a
       new $900 5-year guaranteed senior secured ABL revolving
       credit facility, which will not be rated, and

   (2) refinancing its amended Gtd. Senior Secured Term Loan B
       with a new $860 million 7-year guaranteed senior secured
       term loan.

The ABL will be secured by a first priority interest in most of
the company's current assets and related intangibles and by a
second priority interest in the collateral securing the term loan.  
The term loan will have a first priority interest in most of the
company's fixed and intangible assets, including subsidiary
capital stock, and a second position in the collateral securing
the revolver.  The revolver and the term loan share the same
upstream subsidiary guarantees.  The new ABL revolver is expected
to be around $160 million drawn upon closing, although Moody's
recognizes that this amount could be higher depending on the
timing of Novelis's intra-month working capital requirements.

Novelis's ratings were placed under review for possible downgrade
following the company's announcement that it had entered into a
definitive agreement with Hindalco to be acquired in an all-cash
transaction which valued Novelis at approximately $6.0 billion
including debt assumption.  The ratings review was predicated on
concerns that the transaction could be accompanied by an increased
level of debt at Novelis in order to accomplish the acquisition.  
Upon closing of the transaction, total pro
forma debt is expected to be $2.6 billion, a nominal increase in
outstanding debt from the end of the first quarter.

Novelis's B1 corporate family rating continues to reflect its
substantive position in the aluminum rolled products markets, with
dominant market positions in key areas served: can sheet,
transportation, construction and industrial, and foil products,
the company's global operating footprint, free cash flow
generating capability, and debt reduction performance since its
spin-off from Alcan.  However, Novelis's ratings also recognize
the ongoing performance difficulties resulting from its remaining,
although declining, exposure to certain can contracts with price
ceilings (which are below the current aluminum prices), the
company's relatively high leverage, the sensitivity of its
earnings to volume levels given the level of fixed costs in
business, and the more negative than expected impact from the
differential between used beverage can prices and primary aluminum
prices (which impacts the company's expected
internal hedge position).  The rating also reflects Moody's
concerns that Novelis's cash flows could be negatively impacted
should its ultimate parent, Hindalco, elect to withdraw cash via
upstream dividends to service its own debt burden. However, we
note that the documentation for Novelis's unsecured notes contains
restricted payments language which impairs Hindalco's ability to
withdraw substantive cash levels from the company.

Moody's affirmation of Novelis's SGL-2 speculative grade liquidity
rating reflects the company's good liquidity position,
characterized by expectations for positive free cash flow
generation over the next year, manageable expenditures, and
sufficient availability under its new proposed $900 million ABL
revolving credit facility (estimated at around $500 million at
closing).  Moody's also expects Novelis to benefit from lower
exposure to can sheet contract price ceilings relative to 2006,
which should translate into improved earnings and cash flow
performance.

Downgrades:

   * Issuer: Novelis Inc.

     -- Senior Unsecured Regular Bond/Debenture, Downgraded to
        B3, LGD5, 76% from B2 LGD 5, 74%.

Assignments:

   * Issuer: Novelis Inc.

     -- Senior Secured Bank Credit Facility, Assigned a Ba2, LGD
        2, 24%.

Confirmations:

   * Issuer: Novelis Corporation

     -- Senior Secured Bank Credit Facility, Confirmed at Ba2,
        LGD 2, 24%.

   * Issuer: Novelis Inc.

     -- Corporate Family Rating, Confirmed at B1;

     -- Probability of Default Rating, Confirmed at B1;

     -- Senior Secured Bank Credit Facility, Confirmed at Ba2,
        LGD 2, 24%.

Outlook Actions:

   * Issuer: Novelis Corporation

     -- Outlook, Changed To Stable From Rating Under Review

   * Issuer: Novelis Inc.

     -- Outlook, Changed To Stable From Rating Under Review

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  In 2006, the company had
total shipments of approximately 3.1 million tons and generated
approximately $9.8 billion in revenues.

Based in Atlanta, Georgia, Novelis, Inc., (NYSE: NVL) (TSX: NVL) -
- http://www.novelis.com/-- provides customers with a regional  
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America.  The
company operates in 11 countries and has approximately 13,000
employees.  Through its advanced production capabilities, the
company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets.


OPTION ONE: Moody's Rates Class Class M-10 Certificates at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Option One Mortgage Loan Trust 2007-6 and
ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Option One Mortgage Corporation
originated, adjustable-rate (75.77%) and fixed-rate (24.23%),
subprime mortgage loans acquired by Option One Mortgage Acceptance
Corporation.  The ratings are based primarily on the credit
quality of the loans and on protection against credit losses by
the subordination, excess interest, and overcollateralization.  
The ratings also benefit from an interest-rate swap provided by
Bear Stearns Financial Products Inc.  Moody's expects collateral
losses to range from 5.75% to 6.25%.

Option One Mortgage Corporation will service the mortgage loans.
Moody's has assigned Option One its servicer quality rating of
SQ2+ as a servicer of subprime mortgage loans.

The complete rating actions are:

   * Option One Mortgage Loan Trust 2007-6

   * Asset-Backed Certificates, Series 2007-6

                   Class I-A-1, Assigned Aaa
                   Class II-A-1, Assigned Aaa
                   Class II-A-2, Assigned Aaa
                   Class II-A-3, Assigned Aaa
                   Class II-A-4, Assigned Aaa
                   Class M-1, Assigned Aa1
                   Class M-2, Assigned Aa2
                   Class M-3, Assigned Aa3
                   Class M-4, Assigned A1
                   Class M-5, Assigned A2
                   Class M-6, Assigned A3
                   Class M-7, Assigned Baa1
                   Class M-8, Assigned Baa2
                   Class M-9, Assigned Baa3
                   Class M-10, Assigned Ba1

Class M-10 Certificates are being offered in a privately
negotiated transaction without registration under the 1933 Act.
The issuance was designed to permit resale under Rule 144A and, in
the case of certain certificates, under Regulation S.


ORTHOMETRIX INC: Losses Spurs Radin Glass' Going Concern Doubt
--------------------------------------------------------------
Radin Glass & Co., LLP, of New York, N.Y., expressed substantial
doubt about Orthometrix, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring operating losses and net capital deficit.

The company posted a $1,980,314 net loss on $2,362,427 of revenues
for the year ended Dec. 31, 2006, as compared with a $2,388,142
net loss on $1,514,525 of revenues in the prior year.

For the year ended Dec. 31, 2006, operating loss decreased to
$1,642,993 from $2,336,796 in the prior year.

At Dec. 31, 2006, the company's balance sheet showed $1,173,706 in
total assets and $3,459,461 in total liabilities, resulting to
$2,285,755 in stockholders' deficit.  The company also reported
strained liquidity in its Dec. 31, 2006 balance sheet with
$1,081,467 in total current assets and $2,828,428 in total current
liabilities.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?20bc

                       About Orthometrix Inc

Based in White Plains, N.Y., Orthometrix, Inc. -- (Other OTC:
OMRX) -- http://www.orthometrix.net/-- engages in the marketing,  
sale and service of various musculoskeletal products for use in
pharmaceutical research, diagnostic, and monitoring of bone and
muscle disorders in sports medicine, rehabilitative medicine,
physical therapy, and pain management. It operates through two
divisions: Healthcare, and Sports and Fitness.


OTAY VALLEY: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Otay Valley Trailands, L.L.C.
        525 "B" Street, Suite 1500
        San Diego, CA 92101  

Bankruptcy Case No.: 07-02939

Chapter 11 Petition Date: June 6, 2007

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Michael S. Pedretti, Esq.
                  444 West "C" Street, Suite 330
                  San Diego, CA 92101

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million  

Debtor's Six Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Trailands Trust U.D.T.      mortgage                  $600,000
James Cobleigh, Trustee
4170 Bedford Street, CA
92116

Platus Corporation          mortgage                  $266,000
Pension
1463 Cloverdale Road
Escondido, CA 92025

The Dunn Family Trust       mortgage                  $186,234
Robert and Karen Dunn
Trustees
460 Drake Circle
Sacramento, CA 95864

Helix Environmental         business debt              $25,450
Planning

May Group, Inc.             business debt              $16,382

Metro Plan, L.L.C.          business debt               $3,650


PAC-WEST TELECOMM: Court Gives Final Nod on $18.5MM DIP Financing
-----------------------------------------------------------------
Pac-West Telecomm, Inc. has been granted final authorization for
its debtor-in-possession financing.

In conjunction with the company's bankruptcy filing, Pac-West
Funding Company LLC, an affiliate of Columbia Ventures Corporation
(CVC), an existing investor in the company, agreed to provide the
company up to $18.5 million in debtor-in-possession financing.

Pac-West received interim approval on May 2, 2007 for the DIP
financing up to an interim borrowing limit of $2.5 million.  On
June 5, 2007, Pac-West received final approval for the entire DIP
financing.  The DIP financing is expected to provide the company
with approximately $6 million of funding to facilitate its
reorganization pursuant to the Chapter 11 process.

Wally Griffin, Chairman, President and Chief Executive Officer,
said, "We are pleased that our senior lender and official
committee of unsecured creditors reached an agreement to, among
other things, support the DIP financing and that we have been
granted final authorization by the court for such financing.  This
was a key next step in our Chapter 11 reorganization process.  We
look forward to continuing to provide excellent service to our
customers over our national telecom network.  Our goal is for Pac-
West to emerge financially stable, with a lower cost structure and
promising future."

                     About Pac-West Telecomm

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

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


PIER 1: Enters Second Amendment to Credit Agreement
----------------------------------------------------
Pier 1 Imports, Inc., through its subsidiary, Pier 1 Imports
(U.S.), Inc., on May 31, 2007, entered into the Second Amendment
to Credit Agreement by and among the company, Bank of America,
N.A., the facility guarantors and lenders.

The Amendment further amends the Company's secured credit
agreement dated November 22, 2005 by changing the definition of
the borrowing base to include additional eligible assets and to
revise certain advance rates.  The maturity date of the Agreement
was extended from the original maturity date of November 22, 2010
to May 31, 2012, and the Amendment provided a new pricing grid for
determining applicable interest rates.  The Amendment also revises
certain other definitions and terms of the Agreement, including
the allowable use of proceeds and permitted dispositions.

                     About Pier 1 Imports

Based in Fort Worth, Texas, Pier 1 Imports Inc. (NYSE:PIR)
-- http://www.pier1.com/-- is a specialty retailer of imported    
decorative home furnishings and gifts with Pier 1 Imports(R)
stores in 49 states, Puerto Rico, Canada, and Mexico, and Pier 1
kids(R) stores in the United States.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Moody's Investors Service downgraded Pier 1 Imports Inc.'s
corporate family rating to Caa1 from B3 following its continuing
operating struggles and modest performance over the 2006 holiday
season.  Moody's said the rating outlook was revised to
negative.


PORTRAIT CORP: Court Sets July 11 Plan Confirmation Hearing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on July 11, 2007, to consider confirmation
of Portrait Corporation of America Inc. at its debtor-affiliates'
Amended Chapter 11 Plan of Reorganization, Bill Rochelle of
Bloomberg News reports.

Bloomberg relates that in line with the upcoming confirmation
hearing, the Court approved the sale of the Debtors' business for
$100 million to CPI Corp., a photo studio operator in Sears stores
operated by Sears Holding Corp.

             Treatment of Claims Under the Plan

The Plan, as published in the Troubled Company Reporter on Feb. 8,
2007, provides that holders of Allowed Administrative Expense
Claims will be paid in full and in cash. On the Plan's effective
date, the DIP obligations will be deemed allowed and paid
indefeasibly in full in accordance with the terms of the DIP
Agreement and DIP Order.

Upon full payment of all DIP Obligations, all liens and security
interests granted to secure those obligations will be terminated.
Provided, however, that the particular provisions of the DIP
Agreement that are specified to survive will survive.  Existing
letters of credit issued pursuant to the DIP Agreement will be
cancelled and replaced with new letters of credit to be issued
pursuant to the Exit Facility.

Holders of Allowed Priority Tax Claim will receive cash on the
later of the plan effective date or the date the claim became
allowed, or equal annual cash payments together with interest to
be determined by the Bankruptcy Court.

Holders of Class A Allowed Priority Non-Tax Claims will also be
paid in full in cash.

At the sole option of the Debtors, holders of Class B Allowed
Other Secured Claims will: (a) receive payment in full in cash
plus post-commencement date interest; (b) have a reinstated claim;
(c) receive the collateral securing their claim; or (d) receive a
treatment that renders the claim unimpaired pursuant to Section
1124 of the Bankruptcy Code.

Holders of Class C Allowed Second Lien Notes Claims will receive,
in full satisfaction of their claim, their pro rata share of 100%
of Reorganized Portrait Corp of America common stock.

Holders of Class D Allowed Senior Notes and Other Unsecured Claims
will receive their pro rata distribution of new warrants.

Holders of Class E Allowed Convenience Class Claims will receive
1% of their allowed claim as payment.

Holders of Class F Allowed Goldman Note Claims, Class G Allowed
Old Preferred Equity Interests, Class H Allowed Old Common Equity
Interests, and Class I Allowed Old Common Subsidiary Equity
Interests will not receive anything under the plan.

Goldman Note Claims refer to: -- the 13.75% Senior Subordinated
Notes due 2010, issued to GS Mezzanine Partners II L.P. and GS
Mezzanine Partners II Offshore L.P.  These notes were guaranteed
by Portrait Corporation of America Inc., American Studios Inc.,
PCA National LLC, PCA National of Texas LP, PCA Photo Corporation
of Canada Inc., Photo Corporation of America Inc., and PCA Finance
Corp; and -- the 16.5% Senior Subordinated Notes due 2010, issued
to GS Mezzanine Partners II L.P. and GS Mezzanine Partners II
Offshore L.P.

                        About Portrait Corp.

Portrait Corporation of America Inc. -- http://pcaintl.com/--  
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany, and the United Kingdom.  The company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to church
congregations and other institutions.  Portrait Corporation and
its debtor-affiliates filed for Chapter 11 protection on Aug. 31,
2006 (Bankr S.D. N.Y. Case No. 06-22541).  John H. Bae, Esq., at
Cadwalader Wickersham & Taft LLP, represents the Debtors in their
restructuring efforts.  Berenson & Company LLC serves as the
Debtors' Financial Advisor and Investment Banker. Kristopher M.
Hansen, Esq., at Stroock & Stroock & Lavan LLP represents the
Official Committee of Unsecured Creditors.  Peter J. Solomon
Company serves as financial advisor for the Committee.  At June
30, 2006, the Debtor had total assets of $153,205,000 and
liabilities of $372,124,000.


PRUDENTIAL EQUITY: Equity Research Operations Discontinued
---------------------------------------------------------
Prudential Financial Inc. said it will discontinue the
institutional equity research, sales and trading business known as
Prudential Equity Group.

The decision affects the equity research operations throughout the
United States, including its offices and trading operations in New
York City and Washington, D.C., San Francisco, Kansas City,
Chicago, Philadelphia, Cleveland, Atlanta and Boston, and outside
the United States in London, Zurich, Paris and Tokyo.

Effective immediately, Prudential Equity Group is dropping
coverage of the sectors and companies it covers.

For the year ended Dec. 31, 2006, the operations had revenues of
approximately $260 million and income from continuing operations
before income taxes of approximately $34 million. At Dec. 31,
2006, the operations had total assets of approximately $137
million.  The company anticipates that the operations will be
substantially wound down during the quarter ending June 30, 2007.
General notification of the decision to affected employees
occurred on June 6, 2007.

The company currently estimates that it will ultimately incur
aggregate costs of approximately $110 million ($72 million after-
tax) in connection with the decision, including approximately $75
million in employee severance, retention and other employee
related costs, $18 million in lease related costs and $17 million
of other costs.

The company currently estimates that the majority of the costs
will be reflected in the company's consolidated financial
statements for the quarter ending June 30, 2007.

As a result of the decision, the PEG operations, which have been
historically included in the company's Financial Advisory segment,
will be excluded from the Financial Advisory segment and included,
together with the costs of exiting the operations, in either
Corporate and Other operations as a divested business or in
Discontinued Operations depending on when the PEG operations cease
to do business, with prior period results being adjusted to
reflect the reclassification.

Divested businesses reflected in corporate and other operations
consist of businesses that have been or will be sold or exited
that do not qualify for "discontinued operations" accounting
treatment under generally accepted accounting principles.

The results of Discontinued Operations are included in net income
determined in accordance with GAAP but are excluded from income
from continuing operations determined in accordance with GAAP.

Results of both divested businesses and Discontinued Operations
are excluded from adjusted operating income, which differs from
net income and income from continuing operations determined in
accordance with GAAP but is the financial measure that the company
uses to analyze the operations of each segment in managing its
Financial Services Businesses.

Prudential Financial Inc. (NYSE: PRU) --
http://www.prudential.com/-- is a financial services leader with  
approximately $630 billion of assets under management as of March
31, 2007. The company has operations in the United States, Asia,
Europe, and Latin America. Prudential's businesses offer a variety
of products and services, including life insurance, annuities,
retirement-related services, mutual funds, investment management,
and real estate services.


PUIG INC: Wants Ronald Glass as Chief Restructuring Officer
-----------------------------------------------------------
Puig Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Florida for authority to employ
Ronald L. Glass at GlassRatner Advisory & Capital Group LLC as
their chief restructuring officer.

GlassRatner will provide restructuring management services to the
Debtors.  GlassRatner will also provide the services of additional
personnel to prepare all financial reporting for the Debtors.  In
addition, Mr. Glass, as CRO, will report to the Board of Directors
and to the counsel of the Debtors.  In additio:

     i. The CRO will have the combined sole and absolute power
        and authority of the chief executive officer, the chief
        operating officer, chief financial officer, and the chief
        restructuring officer of the Debtors for all purposes;
        including,

              a) to open and close bank accounts for the Debtors;

              b) to transfer funds of the Debtors;

              c) to hire and terminate employees of the Debtors;

              d) to cause the Debtors to modify, amend, terminate
                 and/or enforce any of its any contractual rights;

              e) to cause the Debtors to enter into any agreement
                 or contract;

              f) to cause the Debtors to pursue, settle or
                 compromise any litigation, controversy or other
                 dispute involving the Debtors;

              g) to cause the Debtors to borrow funds and to
                 pledge any of its assets in order to pay the
                 working capital needs of the Debtors;

              h) to cause the Debtors to exercise their rights
                 under the their agreements and other agreements
                 in favor of the Debtors;

              i) to cause the Debtors to commence a proceeding
                 under Chapter 11 of the Bankruptcy Code or to
                 take other judicial action with respect to the
                 Debtors; and

              j) to cause the Debtors to take any other action
                 which the CRO, in good faith, determines to be
                 necessary, prudent or appropriate under the
                 circumstances.

    ii. The CRO will perform a financial review of the Debtors
        including a review and assessment of financial information
        that will be provided by the Debtors to its creditors, and
        will assist the Debtors in developing, refining and
        implementing its business plans, and the CRO will have the
        power to implement the plans;


   iii. The CRO will assist in the identification of cost
        reduction and operations improvement opportunities and the
        CRO will have the power and authority to implement the
        cost reduction recommendations;

    iv. The CRO will develop possible restructuring plans or
        strategic alternatives for maximizing the enterprise value
        of the Debtors' various business lines, the CRO will
        determine which plan(s) or alternative(s) are appropriate
        under the circumstances and the CRO will use commercially
        reasonable efforts to attempt to implement the plan(s) or
        alternative(s); and

     v. The CRO will be responsible for the preparation of the
        Schedules and Statements of Financial Affairs and all
        other financial responsibility for the Debtors in their
        cases.

The Debtors will pay GlassRatner an initial retainer of $55,000,
and will pay the firm at a weekly rate of $27,500, payable in
advance.  GlassRatner will submit monthly invoices to the Debtors
and will bill monthly in arrears for reimbursement of its
reasonable out-of-pocket expenses.  

The Debtors will pay the services of Mr. Glass as CRO at a weekly
billing rate of $16,500, subject to adjustments.

Debtors believe the engagement of GlassRatner, and Mr. Glass as
their CRO is the best interest of the estates and its creditors.  
The Debtors assure the Court the GlassRatner currently does not
have any relationship that would create a conflict of interest
with the Debtors or parties-in-interest.

The firm can be reached at:

          Ronald L. Glass
          GlassRatner Advisory & Capital Group LLC
          110 E. Broward Boulevard, Suite 660
          Fort Lauderdale, FL 33301
          Telephone: (954) 527-0823
          Fax: (954) 527-0825
          http://www.glassratner.com/

Puig Inc. in Hialeah, Florida, and its debtor-affiliates are
engaged in the condo conversion business.  Historically, the
Debtors have purchased multi-family residential complexes,
remodeled the units, converted the projects to condominium
ownership and resold the units at retail.  The Debtors filed for a
chapter 11 protection on May 29, 2007 (Bankr. S.D. Fla. Case No.
07-14026).  Jordi Guso, Esq., at Berger Singerman, P.A. represents
the Debtors in its restructuring efforts.  When the Debtors sought
protection from its creditors, they listed total assets and total
debts between $1 Million to $100 Million.


QWEST COMMS: Operations EVP Barry Allen to Retire
-------------------------------------------------
Qwest Communications International Inc. disclosed that Barry K.
Allen, executive vice president of operations, will retire from
the company, effective June 29, and that Robert D. Tregemba,
currently vice president of network operations and engineering,
will assume the new role of executive vice president of network
operations.

"As key and highly experienced members of the senior management
team, Barry and Bob have brought strong depth and leadership
skills that will continue to drive Qwest's solid performance and
reputation as a leading national communications provider," Richard
C. Notebaert, Qwest chairman and chief executive officer, said.  
"While I will truly miss Barry and his passion to deliver
sustained value to The company's customers while improving
productivity, I look forward to working closer with Bob."

"It is now time to close this chapter of my career with Qwest as I
have decided to spend more time with my family," Mr. Allen said.  
Over the years, the company has focused on building a strong
executive bench and I am confident Bob will continue to take the
Spirit of Service even further down the road and deliver on the
promise to the company's customers."

Mr. Tregemba, who will report to Mr. Notebaert, has served as head
of network operations since 2004.  "It is a privilege to assume
this new role," he said, "and while I will never forget what Barry
and his leadership have meant to this company and me, I look
forward to more opportunities to serve the customer in this
position."

In another change, Qwest disclosed that Girish Varma, vice
president and chief information officer, will report to Dan Yost,
executive vice president of product management.  Also, Pieter
Poll, vice president and chief technology officer, will report to
Tregemba.  Both Varma and Poll currently report to Allen and their
new reporting structure is effective June 29.

Robert D. Tregemba, 59, is the vice president of Qwest network
services, a position he assumed in 2004.  He leads the entire
local and national network services field, staff and center
operations of 18,500 employees and is responsible for ensuring
that all network platforms are operating and serving the needs of
customers at all times.  Prior to his current position, Tregemba
was senior vice president of network services for Qwest's local
network operations.  In 2002, he assumed responsibility for the
Network Reliability Center and the Switch/IOF Planning group for
all 14 local states.  Tregemba also served as the chief operating
officer for US WEST Long Distance, a wholly owned subsidiary.
Before joining US WEST, Tregemba served as executive vice
president of engineering and operations for Qwest, prior to its
acquisition of US WEST.  His extensive telecommunications career
began in 1970 when he was a key player in the operations group at
Southwestern Bell.  Tregemba also held several executive positions
with Sprint Corporation.  He holds a bachelor of science degree in
civil engineering from the University of Kansas and a mathematics
degree from Baker University.

Barry K. Allen, 58, has served as Qwest's executive vice president
of operations since March 2004 and will continue to oversee that
area.  Prior to that, he served as the company's executive vice
president and chief human resources officer.  Before joining Qwest
in August 2002, Allen was president for two years of Allen
Enterprises, LLC, a private equity investment and management
company he founded.  He retired as president of Chicago-based
Ameritech Corp. in 1999 and his career with that company began in
1974 and held a variety of executive appointments including
president and CEO of Wisconsin Bell and president and CEO of
Illinois Bell.  He serves on the boards of directors of Harley
Davidson Inc. and the Fiduciary Management Inc. family of mutual
funds.  He holds a bachelor of arts degree in economics from the
University of Kentucky and a master's degree in business
administration from Boston University.

                   About Qwest Communications

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- provides voice, data, and  
video services for businesses, government agencies and consumers -
- locally and throughout the United States.

As of March 31, 2007, the company had total stockholders' deficit
of $1.5 billion, from total assets of $20.7 billion and total
liabilities of $22.2 billion.


REAL ESTATE: S&P Rates CDN$1.32 Mil. Class L Certificates at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Real Estate Asset Liquidity Trust's
CDN $377.3 million commercial mortgage pass-through certificates
series 2007-2.
     
The preliminary ratings are based on information as of June 6,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings assigned to Real Estate Asset Liquidity
Trust's CDN $377.3 million commercial mortgage pass-through
certificates series 2007-2 reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided by
the servicer and backup servicer, the economics of the underlying
mortgage loans, and the geographic and property-type diversity of
the underlying pool of loans.  Standard & Poor's Ratings Services
determined that, on a weighted-average basis, the loan pool has a
debt service coverage ratio (DSCR) of 1.35x, a beginning loan-to-
value ratio of 92.5%, and an ending LTV of 75.3%.
     

                  Preliminary Ratings Assigned
            Real Estate Asset Trust Series 2007-2        

         Class               Rating           Amount
         -----               ------           ------
         A-1                 AAA         CDN $144,000,000
         A-2                 AAA         CDN $157,858,000
         A-J                 AAA          CDN $32,544,000
         XP-1                AAA                      N/A
         XC-1                AAA                      N/A
         B                   AA            CDN $8,018,000
         C                   A             CDN $9,905,000
         D-1                 BBB               CDN $1,000
         E-1                 BBB-              CDN $1,000
         D-2                 BBB           CDN $8,960,000
         E-2                 BBB-          CDN $3,300,000
         F                   BB+           CDN $2,924,000
         G                   BB            CDN $1,792,000
         H                   BB-             CDN $943,000
         J                   B+              CDN $943,000
         K                   B               CDN $471,000
         L                   B-            CDN $1,132,000
         M                   N.R.          CDN $4,531,744
         XP-2                AAA                      N/A
         XC                  AAA                      N/A

                      N.R. -- Not rated.

                      N/A -- Not applicable.


RELIANT ENERGY: Prices Offering for 7.625% and 7.875% Sr. Notes
---------------------------------------------------------------
Reliant Energy Inc. has priced $575 million aggregate principal
amount of its 7.625% senior notes due 2014, and has priced
$725 million aggregate principal amount of its 7.875% senior notes
due 2017.

Reliant intends to use the net proceeds of the offering, together
with cash on hand to:

  1) consummate its cash tender offers and consent solicitations
     for any and all $550,000,000 of its outstanding 9.25%
     Senior Secured Notes due 2010 and $550,000,000 of its
     outstanding 9.5% Senior Secured Notes due 2013;

  2) retire its $400 million senior secured term loan;

  3) repay any outstanding principal and accrued interest under
     its existing credit facilities;

  4) to pay related fees and expenses; and

  5) for working capital purposes.

The offering of the senior notes, which is expected to close on or
about June 13, 2007, is conditioned on entering into refinanced
credit facilities.

Headquartered in Houston, Texas, Reliant Energy Inc. (NYSE: RRI) -
http://www.reliant.com/-- provides electricity and energy  
services to retail and wholesale customers in the United States.  
In Texas, the company provides service to nearly 1.9 million
retail electricity customers, including residential and small
business customers and commercial, industrial, governmental and
institutional customers.  Reliant also serves commercial,
industrial, governmental and institutional customers in the PJM,
Pennsylvania, New Jersey and Maryland market.

The company is an independent power producers in the nation with
approximately 16,000 megawatts of power generation capacity across
the United States.  These strategically located generating assets
utilize natural gas, fuel oil and coal.

                          *     *     *

As reported in the Troubled Company Reporter on June 5, 2007,
Fitch Ratings currently assigns a 'B+/RR2' rating to Reliant
Energy Inc.'s planned $1.25 billion issuance of senior unsecured
notes.  Fitch currently assigns a 'B' Issuer Default Rating to
Reliant with a Stable Rating Outlook.  The 'RR2' Recovery Rating
indicates superior recovery prospects, 71% to 90% of principal,
in the event of a default.

On June 1, 2007, issue of Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B-' rating to the
proposed $1.25 billion senior unsecured notes at Reliant Energy
Inc. (B/Positive/B-2).  The proceeds of the notes, along with cash
on hand, will be used to pay down the $550 million senior secured
notes due 2010, the $550 million senior secured notes due 2013,
and the $400 million term loan B.


REPRO-MED SYSTEMS: Myler & Company Raises Going Concern Doubt
-------------------------------------------------------------
Meyler & Company LLC, in Middletown, New Jersey, expressed
substantial doubt about Repro-Med Systems Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Feb. 28,
2007, and 2006.  The auditing firm pointed to the company's
accumulated deficit of $3,427,011 and existing uncertain
conditions the company faces relative to its ability to obtain
capital and operate successfully.

Total sales were essentially flat overall declining by 1.8% for
the year ended Feb. 28, 2007 to $1,727,518 from $1,759,566 in
2006.  

Repro-Med Systems Inc. reported a net loss of $254,721 on net
sales of $1,734,579 for the year ended Feb. 28, 2007, compared
with a net loss of $217,815 on net sales of $1,745,806 for the
year ended Feb. 28, 2006.  The net loss for the year ended
Feb. 28, 2007, includes $174,710 in stock-based compensation, as
compared to the previous year's loss which included stock-based
compensation of $88,550.

Sales of the company's Freedom60 increased 56.6% to $772,252 from
$429,349 due to increased sales for use with immune globulin and
antibiotics, and a price increase, which was put into effect
during the year.

RES-Q-VAC(R) sales decreased domestically by 31.2% from $550,274
to $378,421 due almost entirely to a one-time large order for the
relief effort relating to Hurricane Katrina in the previous year
which did not repeat.  The international market declined by 29%
from $561,794 to $398,805 due to foreign competition.  Overall
RES-Q-VAC(R) sales declined 30.1% from $1,112,068 to $777,226.

Sales of non-core product lines declined by 14.5% due to increased
efforts going to the FREEDOM60(R) and RES-Q-VAC(R) product lines.  
Sales from OEM manufacturing (production for other manufacturers)
increased by 72% and accounted for 9.90% of the company's revenue
in 2007.

Interest expense decreased by $11,183 to $61,336 in 2007 from
$77,519 in 2006 as the result of the company paying off high
interest on demand bank notes and capital leases.

At Feb. 28, 2007, the company's balance sheet showed $1,138,429 in
total assets and $1,784,259 in total liabilities, resulting in a
$645,830 total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the year ended Feb. 28, 2007, are available for
free at http://researcharchives.com/t/s?20a7

                     About Repro-Med Systems

Hreadquartered in Chester, New York, Repro-Med Systems Inc.
(OTC BB: REPR.OB) -- http://www.rmsmedicalproducts.com/--   
engages in the design and manufacture of medical devices for
medical respiratory products and infusion therapy worldwide.  It
offers FREEDOM60 Syringe Infusion Pump for ambulatory medication
infusions.  In addition, Repro-Med Systems offers RES-Q-VAC, an
emergency airway suction system, hand-operated suction device that
removes fluids from a patient's airway by attaching the RES-Q-VAC
pump to various proprietary sterile and nonsterile single-use
catheters sized for adult and pediatric suctioning.  Repro-Med
Systems was co-founded by Andrew I. Sealfon in 1980.


RICHARD DAVIS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Richard D. Davis, L.L.P.
        5530 Cobble Lane
        Spring, TX 77379

Bankruptcy Case No.: 07-33685

Chapter 11 Petition Date: June 4, 2007

Court: Southern District of Texas

Judge: Letitia Z. Clark

Debtor's Counsel: Afton Jane Izen, Esq.
                  5222 Spruce Street
                  Bellaire, TX 77401
                  Tel: (713) 661-6238
                  Fax: (713) 661-6239

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


SAINT VINCENTS: Files Plans of Reorganization & Liquidation
-----------------------------------------------------------
Saint Vincent's Catholic Medical Centers of New York, doing
business as Saint Vincent Catholic Medical Centers; Medical
Service of St. Vincent's Hospital and Medical Center, P.C.;
Surgical Service of St. Vincent's, P.C.; CMC Cardiology Services
P.C.; CMC Physician Services, P.C.; and CMC Radiological Services
P.C. delivered to the U.S. Bankruptcy Court for the Southern
District of New York their First Amended Chapter 11 plans of
reorganization and liquidation and Disclosure Statement on June 1,
2007.

Guy Sansone, chief executive officer and chief restructuring
officer of SVCMC, reiterates that the First Amended Plan is
actually six distinct Chapter 11 plans.  However, in light of the
fact that each Debtor has the same procedural provisions of the
Plan, the Debtors are submitting a single Plan and Disclosure
Statement.

The Amended Plan provides for the reorganization of SVCMC and the
liquidation of the five other debtors.

The First Amended Plan, among others, modifies the classification
and estimated amounts of certain classes of claims.  The
Disclosure Statement provides updates on the GE Commitment Letter.

Also attached to the Disclosure Statement are exhibits pertaining
to the Debtors' liquidation analysis and projected financial
information.

             Treatment and Classification of Claims

Another class of claims is added to the general classification of
claims for all Debtors -- United States Trustee Quarterly Fees and
Other Statutory Fees.  The Amended Plan provides that all fees
payable under Section 1930(a)(6) of the Judicial and
Judiciary Code, as determined by the Bankruptcy Court on the
Confirmation Date, will be paid on the Effective Date of the Plan
by Reorganized SVCMC.  Any of these fees accruing after the
Confirmation Date will also be paid by Reorganized SVCMC.

The estimated allowed amounts of the General Class of Claims as
of Jan. 31, 2007, are:

  Class  Designation                      Est. Allowed Amount
  -----  -----------                      -------------------
   n/a   Administrative Expense Claims            $10,700,000
   n/a   Professional Claims                       13,000,000
   n/a   DIP Financing                             60,400,000
   n/a   Priority Tax Claims                                0

Mr. Sansone relates that Class 2-5 under the SVCMC Plan is
further broken down into two categories:

  -- Class 2-5(a) Sun Life Westchester Secured Claim
  -- CLASS 2-5(b) Sun Life Manhattan Secured Claim

The Amended Plan provides that on the Effective Date, in full and
complete satisfaction, settlement and release of and in exchange
for the Sun Life Secured Claims, Reorganized SVCMC and Sun Life
will enter into a refinancing agreement for the Sun Life
Westchester Secured Claim and the Sun Life Manhattan Secured Claim
separately.  Reorganized SVCMC will not, without the consent of
the MedMal Trust Monitor, increase the principal amount owed to
Sun Life secured by the collateral for the Sun Life Westchester
Secured Claim and the Sun Life Manhattan Secured Claim.

Also, the impaired status of Class 9 - Dormitory Authority of the
State of New York Subordinated Claims is revised to unimpaired
under the Amended Plan.  The estimated recovery for the DASNY
Subordinated Claims is the entire benefit of a court-approved
settlement fixing the amount of and subordination of DASNY's
claims.

The estimated allowed amounts of the classes of claims under the
SVCMC Plan as of Jan. 31, 2007, are:

                                                 Estimated
  Class   Designation                          Allowed Amount
  -----   -----------                          --------------
     1    Priority Non-Tax Claims                          $0
   2-1    Other Secured                                 2,804
   2-2    Aptium Secured                  8,966,600 plus Int.
   2-3    Commerce Secured Claim                    7,000,000
   2-4    RCG Secured Claim                         3,000,000
   2-5(a) Sun Life Westchester Secured Claim       29,533,432
   2-5(b) Sun Life Manhattan Secured Claim         48,009,652
     3    General Unsecured Claims                189,600,000
4 to 6    MedMal-BQ, MedMal-MW, MedMal-SI          81,069,489
     7    PBGC Claim                                        0
     8    Intercompany Claims                      37,975,772
     9    DASNY Subordinated Claim                  6,765,721

                     Estimation of Claims

Mr. Sansone relates that Caronia Corporation reviewed and
prepared an estimate of medical malpractice claims asserted
against the Debtors.

In Caronia Corp.'s estimation, the Debtors' aggregate potential
medical malpractice liabilities total $81,069,489, which is
composed of:

    Medical Malpractice Region                 Liability
    --------------------------                 ---------
    Brooklyn / Queens                        $51,227,150
       * Mary Immaculate Hospital
       * St. John's Queens
       * St. Joseph's
       * St. Mary's Hospitals

    Staten Island                             $9,308,339
       * St. Vincent's Hospital
       * Bayley Seton Hospital

    Manhattan and Westchester                $20,534,000
       * St. Vincent's Manhattan
       * St. Vincent's Hospital, Westchester
       * St. Elizabeth Ann's Health Care
         & Rehab Center

Mercer Oliver Wyman Actuarial Consulting, Inc., on the other
hand, has been retained by the Debtors to perform an analysis of
the Debtors' Hospital Professional Liability claim experience.

Accordingly, Mercer Oliver provided an actuarial estimate of the
outstanding retained liability as of Dec. 31, 2006, for HPL claims
that occurred prior to July 5, 2005, and have met the Bar Date:

                                       Estimated Retained
                                     Outstanding Liability
                                         (in millions)
                               -------------------------------
  Hospital                       Low         Best        High
  --------                     ------       ------      ------
  St. John's Queens             $19.9        $24.9       $29.9
  Mary Immaculate                 9.0         11.3        13.6
  Saint Mary's                   22.9         28.6        34.3
  Saint Joseph's                  2.0          2.5         3.0
  Holy Family                     0.0          0.0         0.0
                               ------       ------      ------
    Brooklyn-Queens Total       $53.8        $67.3       $80.8
                               ------       ------      ------
  SVCMC-Staten Island            $5.6         $6.9        $8.3
  SVCMC-Manhattan                17.9         22.3        26.8
                               ------       ------      ------
     Subtotal                   $23.5        $29.2       $35.1
                               ------       ------      ------
     Grand Total                $77.3        $96.5      $115.9
                               ======       ======      ======

                     GE Commitment Letter

One of the conditions to effectiveness of the Amended Plan is
that SVCMC obtain exit financing to supplement the Debtors'
ability to pay Plan obligations and to fund Reorganized SVCMC's
general corporate and working capital expenditures.

The Debtors have sought and obtained Court approval on March 18,
2007, of a commitment letter with GE Capital for a $300,000,000
exit financing facility and payment of related fees and expenses
and indemnification.

SVCMC anticipates that the Exit Facility will be modified to
consist of a $50,000,000 revolving credit and a $270,000,000 term
loan, according to Mr. Sansone.  In the event that modification is
necessary, SVCMC will seek court approval of the modified Exit
Facility.

                     Liquidation Analysis

Along with the First Amended Plan and Disclosure Statement, the
Debtors also delivered to the Court a Liquidation Analysis.

Under the Liquidation Analysis, cash is assumed liquidated at
100%.  Patient receivables are assumed to be liquidated at 80%
and 60% for the high and low scenarios.  Other receivables are
assumed to be liquidated at 60% and 40% for the high and low
scenarios.

      Saint Vincent Catholic Medical Centers of New York
                   Liquidation Analysis
                 Debtor Case No. 05-14945
                     Orderly Recovery

                                           Orderly Recovery
                                             Basis  %
                            Debtors' Book   ------------------
  ASSETS                    Value as of       High      Low
  Current Assets:           1/31/2007       Scenario  Scenario
  ---------------           -------------   --------  --------
  Cash, & cash equivalents      $13,276       100.0%    100.0%
  Patients accts receivable     104,510        80.0%     60.0%
  Other accts receivable         11,589        60.0%     40.0%
  Divested accts receivable      20,181        70.0%     50.0%
  Litigation Trust                    -       100.0%    100.0%
  Other current assets           12,823        25.9%     25.9%
  ---------------           -------------   --------  --------
    Total current assets        162,379        82.9%     66.2%

  Investments limited
  as to use, SI                  45,331       100.0%    100.0%
  Investments limited
  as to use, DSRFs                5,703       100.0%    100.0%
  Investments limited
  as to use, Other               59,347         0.0%      0.0%
  PPE, net                      114,832       522.5%    457.5%
  Other non-current assets        8,772         0.0%      0.0%
  ---------------           -------------   --------  --------
    TOTAL ASSETS               $396,364       198.2%    167.9%


      Saint Vincent Catholic Medical Centers of New York
                   Liquidation Analysis
                 Debtor Case No. 05-14945
                    Orderly Liquidation

                                          Orderly Liquidation
                                             Value
                            Debtors' Book   -------------------
  ASSETS                    Value as of       High      Low
  Current Assets:           1/31/2007       Scenario  Scenario
  ---------------           -------------   --------  ---------
  Cash, & cash equivalents      $13,276      $13,276    $13,276
  Patients accts receivable     104,510       83,608     50,165
  Other accts receivable         11,589        6,953      2,781
  Divested accts receivable      20,181       14,127     10,091
  Litigation Trust                    -       13,300      9,500
  Other current assets           12,823        3,326      3,326
  ---------------           -------------   --------  ---------
    Total current assets        162,379      134,590     89,138

  Investments limited
  as to use, SI                  45,331       45,331     45,331
  Investments limited
  as to use, DSRFs                5,703        5,703      5,703
  Investments limited
  as to use, Other               59,347            -          -
  PPE, net                      114,832      600,000    525,300
  Other non-current assets        8,772            -          -
  ---------------           -------------   --------  ---------
    TOTAL ASSETS               $396,364     $785,624   $665,473

  Wind-Down Manhattan Costs                 (205,327)  (234,744)
  Cash Flow from Operations                  (26,816)   (37,287)
  Liquidation Analyis
  Estimation & Litigation Costs              (21,639)   (33,793)
                                            --------  ---------
    TOTAL AVAILABLE
    FOR DISTRIBUTION                        $531,842   $359,649
                                            --------  ---------

Mr. Sansone relates that for purposes of determining whether the
Plan satisfies the feasibility requirement, the Debtors'
management developed and refined its business plan and prepared
financial projections for the calendar years ending Dec. 31, 2007
through December 2014.

The Debtors have attached the Financial Projections to their
Disclosure Statement.  The Projections assume that the Plan will
be implemented in accordance with its stated terms.  However, Mr.
Sansone notes, the Projections are subject to significant
business, economic and competitive uncertainties.

Also attached to the Disclosure Statement is a summary of
professional fees and expenses incurred through March 31, 2007,
aggregating $64,885,077.  Among the Debtors' bankruptcy
professionals are Alvarez & Marsal LLC and Weil Gotshal & Manges
LLP.

A full-text copy of the Debtors' First Amended Plan and
Disclosure Statement, including the Liquidation Analysis and
Financial Projections, is available for free at:

            http://ResearchArchives.com/t/s?20b9

        Debtors Address Disclosure Statement Objections

Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, notes that the Debtors have received four formal
objections against the Disclosure Statement:

   (1) Oceanside Institutional Industries, Inc.,

   (2) Sun Life Assurance Company of Canada and Sun Life
       Assurance Company of Canada,

   (3) The Dormitory Authority of the State of New York, and

   (4) the U.S. Trustee.

Oceanside Institutional only wanted assurance that its
administrative claims will be paid on the Effective Date.

Among the objections raised by Sun Life was that the Disclosure
Statement contained insufficient information regarding the
Debtors' treatment to its claims.

The U.S. Trustee pointed out that the Disclosure Statement did
not provide a liquidation analysis or a projection of the
Debtors' financials.

Mr. Troop informs the Court that the Debtors have resolved all of
the Disclosure Statement Objections except those filed by DASNY.

DASNY asserted that the Debtors' Chapter 11 plan could not be
approved because it is not confirmable on its face, as it failed
to honor the terms of certain stipulations entered into by the
Debtors, the Official Committee of Unsecured Creditors and DASNY.

"The sole unresolved Objection, filed by DASNY, need not be
considered by the Court at this time, but rather should be
considered -- if at all -- at the Confirmation Hearing," Mr. Troop
asserts.

Moreover, Mr. Troop contends, since the filing of the original
Disclosure Statement, the Debtors have engaged in extensive, good
faith, arm's-length negotiations with the Official Committee of
Unsecured Creditors, the Official Committee of Tort Creditors and
certain individual creditors regarding the terms of a revised Plan
and Disclosure Statement.

The Debtors represents that the Revised Disclosure Statement
explaining the First Amended Plan contains adequate information
pursuant to Section 1125 of the Bankruptcy Code.

                       About Saint Vincents

Based in New York City, Saint Vincents Catholic Medical Centers of
New York -- http://www.svcmc.org/-- the healthcare provider in  
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.  

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  

(Saint Vincent Bankruptcy News, Issue No. 55 Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000)


SANMINA-SCI: Intends to Offer $600 Million of Senior Notes
----------------------------------------------------------
Sanmina-SCI Corporation intends to offer, subject to market and
other conditions, $600 million aggregate principal amount of
Senior Floating Rate Notes, which will be issued in a:

    * $300 million tranche due in 2010 and
    * $300,000,000 tranche due in 2014,

through an offering in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and outside the United States to non-U.S.
persons pursuant to Regulation S under the Securities Act.

The notes will be fully and unconditionally guaranteed on a
senior, unsecured basis by substantially all of Sanmina-SCI's
domestic restricted subsidiaries.  The interest rate and other
terms for each series of the notes are to be determined by
negotiations between Sanmina-SCI and the initial purchasers
of the notes.

Sanmina-SCI intends to use the net proceeds from the sale of notes
in the offering, together with cash on hand, to repay its existing
term loan under the Credit and Guaranty Agreement, dated as of
Oct. 13, 2006, among Sanmina-SCI, its subsidiaries party thereto
as guarantors, the lenders party thereto and Bank of America, as
administrative agent, and to pay fees and expenses incurred in
connection with the offering of the notes.

The securities will not be registered under the Securities Act, or
any state securities laws, and unless so registered, may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state laws.

                     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.


SANMINA-SCI: Fitch Rates Proposed $600 Million Notes at BB+
-----------------------------------------------------------
Fitch has assigned a 'BB+/RR1' rating to Sanmina-SCI Corporation's
(Nasdaq: SANM) proposed $600 million offering of senior unsecured
floating rate notes.

The two-tranche debt offering consists of $300 million of notes
due 2010 and $300 million due 2014.  Proceeds from the offering
and cash on hand will be utilized to repay an existing $600
million senior unsecured term loan and to fund related fees and
expenses.  The Rating Outlook is Negative.

Fitch currently rates Sanmina as:

    -- Issuer Default Rating (IDR) at 'B+';
    -- Senior secured credit facility at 'BB+/RR1'.
    -- Senior unsecured notes at 'BB+/RR1';
    -- Senior subordinated debt at 'B/RR5'.

The ratings and Negative Outlook reflect Sanmina's:

    -- Weak operating trends, including a nearly 3% decline in
       revenue for the latest 12 months ended March 31, 2007
       relative to the year-ago period;

    -- Pressured operating EBIT margin of only 1.7% for the LTM
       ended March 31, 2007;

    -- Cash conversion cycle of 45 days in the quarter ended
       March 31, 2007, among the highest of Fitch-rated electronic
       manufacturing services companies; and

    -- Significantly leveraged balance sheet relative to its
       tier 1 competitors, resulting in the highest leverage ratio
       (total adjusted debt to operating EBITDA) of the group at
       6.6 times (x).

Fitch expects a difficult competitive environment within the EMS
industry in 2007 driven by continued pricing pressure from Asian
EMS and original design manufacturing vendors as well as a
continued trend by original equipment manufacturers to consolidate
EMS vendors, both of which could hamper efforts to improve the
operating performance at Sanmina.  The company is currently
evaluating its strategy and position within the market and
recently announced a shift in its ODM business to a joint design
manufacturing model.

In addition, Sanmina is considering various strategic alternatives
for its low margin personal computing, low-end server and storage
businesses.  Actions that could potentially stabilize Sanmina's
ratings include a divestiture of lower margin businesses to
improve overall operating performance and/or the use of proceeds
from asset divestitures to pay down debt.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of Sanmina, and hence
recovery rates for its creditors, will be maximized in liquidation
rather than in a going concern enterprise value scenario.

In estimating Sanmina's liquidation value under a distressed
scenario, Fitch applied advanced rates of 80%, 20%, and 10% to
Sanmina's current balance of accounts receivable, inventory, and
property, plant and equipment, respectively.  That leads to a
distressed enterprise value estimate of approximately
$1.3 billion, providing the basis for a waterfall analysis to
determine recovery ratings.  The current 'RR1' recovery rating for
Sanmina's secured credit facility and unsecured notes reflects
Fitch's belief that 100% recovery is realistic.  As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event.  The
current 'RR5' Recovery Rating for the senior subordinated debt
reflects Fitch's estimate that a recovery of only 10%-30% would be
achievable.

As of March 31, 2007, Fitch believes liquidity was adequate and
supported by $664 million in cash and equivalents; $500 million
senior secured revolving credit facility due Dec. 2008, of which
approximately $400 million remains available; and various
receivables sales facilities totaling approximately $400 million,
of which approximately $80 million remains available.

While Fitch estimates Sanmina's free cash flow for the LTM ended
March 31, 2007 was negative $406 million, largely due to increases
in working capital driven by higher cash conversion cycle days.

Fitch expects working capital trends to moderate, which should
enable Sanmina to produce positive free cash flow in fiscal 2007.

Pro forma for the debt offering and repayment of the $600 million
term loan, Fitch estimates total debt was $1.7 billion, consisting
of $100 million drawn against a $500 million senior secured
revolving credit agreement; $300 million of senior unsecured FRN
due 2010; $300 million of senior unsecured FRN due 2014; $400
million of 6.75% senior subordinated notes due 2013; and $600
million of 8.125% senior subordinated notes due 2016.


SANMINA-SCI: Moody's Rates $600 Million Senior Notes at Ba3
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Sanmina SCI
Corporation's $600 million senior floating rate notes due 2010 and
2014.  Concurrently, Moody's affirmed the company's Ba3 corporate
family rating and the B2 ratings on Sanmina's $400
million and $600 million senior subordinated notes, due 2013 and
2016, respectively.  

The proceeds from the new notes will refinance the company's $600
million unsecured term facility due 2008, whose rating will be
withdrawn upon repayment.  The rating outlook is stable.

The Ba3 rating on the new notes reflects both the overall
probability of default of the company to which Moody's assigned a
PDR of Ba3, and a loss given default of LGD 4 for the new notes.  
The notes will be fully and unconditionally guaranteed on a senior
unsecured basis by substantially all of Sanmina's domestic
restricted subsidiaries.

Ratings/assessments assigned:

   -- $600 million senior floating rate notes due 2010 and 2014
      at Ba3 (LGD4, 53%)

Ratings/assessments affirmed:

   -- Corporate family rating at Ba3;

   -- Probability-of-default rating at Ba3;

   -- $400 million senior subordinated notes due 2013 at B2
      (LGD5, 83%);

   -- $600 million senior subordinated notes due 2016 at B2
      (LGD5, 83%);

   -- Speculative grade liquidity rating of SGL-2.

Ratings/assessments to be withdrawn upon repayment:

   -- $600 million senior unsecured term loan due 2008 at Ba3
      (LGD3, 45%);

Sanmina's Ba3 corporate family rating continues to reflect the
overcapacity, volatility and competition in the EMS industry as
also the company's weak financial performance and credit metrics
partly due to weaker operating performance and increased working
capital intensity.  Moody's notes the recent stabilization of
performance, inventory management and improved cash flow
generation, and expects further improvement of the company's
business and financial profile considering it's potential exit
from the low margin PC business.  Moody's also notes the improved
debt-maturity profile of Sanmina via this financing which replaces
the facility due January 2008 with the earliest maturity on the
notes in 2010.  Other factors supporting Sanmina's Ba3 rating
include Sanmina's tier one status in the EMS industry, generally
favorable outsourcing trend by the OEMs, growing diversity in
Sanmina's end markets served, and the
company's strength in some of the newer industries such as medical
and defense industries.

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 operates in Brazil, Mexico, Finland,
Hungary, among others.


SANMINA-SCI: S&P Rates $600 Million Floating-Rate Notes at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
unsecured debt rating to San Jose, California-based
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.

Proceeds will be used to refinance the company's $600 million term
loan due January 2008.

Sanmina's 'B+' corporate credit and 'B-' subordinated ratings are
affirmed.  The outlook is stable.
      
"The ratings reflect continued erosion of profit measures,
diminished liquidity, and high leverage," said Standard & Poor's
credit analyst Lucy Patricola.  These concerns are partly offset
by the company's top-tier business position in low volume, complex
electronic manufacturing services end markets and stable operating
performance in that division.


SPECTRUM BRANDS: A. Genito Promoted to Chief Financial Officer
--------------------------------------------------------------
Spectrum Brands, Inc. promoted Anthony L. Genito, 50, to the
position of senior vice president and chief financial officer.  

As CFO, Mr. Genito reports to Kent Hussey, Spectrum Brands' chief
executive officer, and is responsible for the company's financial
functions including accounting, treasury, tax and financial
planning.  Mr. Genito succeeds Randall J. Steward, 52, formerly
executive vice president and chief financial officer, who has
resigned to pursue other professional and personal interests.

"Randy Steward has been a key leader in Spectrum Brands' growth
and transformation during the past nine years," Mr. Hussey said.  
"We thank him for his many valuable contributions to the company
and wish him well.  I am confident that the people, processes and
organization he has put in place will result in a smooth
transition for Tony into his new role."

"Tony has a strong financial background, and in his three years
with Spectrum Brands he has developed a deep understanding of our
business and earned a solid reputation throughout the company,"
Mr. Hussey continued.  "He is ideally suited to take on the
critical role of chief financial officer at this point in the
evolution of the company and I look forward to working in
partnership with him to move forward on our strategy to build
value for shareholders."

Mr. Genito, who has over 27 years of management, finance and
operational experience, most recently served as the company's
senior vice president finance and chief accounting officer.  Prior
to joining Spectrum, Mr. Genito was vice president of global
supply chain/global quality operations with Schering-Plough
Corporation, culminating twelve years with that company in various
financial positions of increasing responsibility.  He began his
career with Deloitte & Touche.  Mr. Genito holds a B.S. in
Accounting from Mercy College and an M.B.A. from Pace University
and is a certified public accountant.

                     About Spectrum Brands

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

                          *     *     *

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


STAR HILL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Star Hill Inn, L.L.C.
        P.O. Box 707
        Sapello, NM 87745

Bankruptcy Case No.: 07-11356

Type of Business: The Debtor is an astronomy retreat.  See
                  http://www.starhillinn.com/

Chapter 11 Petition Date: June 6, 2007

Court: District of New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: Arin Elizabeth Berkson, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, NM 87103-0216
                  Tel: 505-242-1218
                  Fax: 505-242-2836

Total Assets: $1,070,306

Total Debts:  $361,294

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
New Mexico Taxation &                                  $25,000
Revenue Dept.
Bankruptcy Support
P.O. Box 8575
Albuquerque, NM 87198

Randy & Merrilyn Rhea                                  $22,000
1420 Meridian Road
Thomasville, GA 31792

San Miguel County                                      $20,000
Treasurer
San Miguel County Courthouse
Las Vegas, NM 87701

Citi Cards                                             $16,500

Chad & Joan Boliek                                      $7,500

Internal Revenue Service                                $7,200

Melinda Phelps & Phillip                                $3,000
Phelps

American Express                                        $2,200

Kenneth Cassutti, Esq.                                  $2,123

Astronomy Magazine                                      $1,200

Larry Johns, C.P.A.                                     $1,200

Ferrellgas Propane                                        $900

Crosswinds Weekly                                         $800

Sara Trevean                                              $750

The Hartford                                              $682

Safeco Insurance                                          $442
Companies

Home Depot Card Services                                  $400

King Air Plumbing                                         $370
and Heating

Los Alamo National                                        $200
Bank

Fun and Games, Inc.                                       $175


STRUCTURED ASSET: Moody's Rates Classes B1 & B2 Certs. at Low-B
---------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
Mortgage Loan Trust 2007-BC3 and ratings ranging from Aa1 to Ba2
to the subordinate certificates in the deal.

The securitization is backed by BNC Mortgage, Inc (61%), People's
Chice Home Loan, Inc (17%) originated, adjustable-rate (79%) and
fixed-rate (21%), subprime mortgage loans acquired by Lehman
Brothers Holdings Inc.

The ratings are based primarily on the credit quality of the loans
and on the protection against credit losses provided by
subordination, excess spread, overcollateralization, and interest-
rate swap and cap agreements.  Moody's expects collateral losses
to range from 4.80% to 5.30%.

JPMorgan Chase Bank, National Association, and Wells Fargo Bank,
N.A., will service the mortgage loans and Aurora will act as
master servicer to the mortgage loans.  Moody's has individually
assignedWells Fargo and JPMorgan its servicer quality rating of
SQ1, both as servicers of subprime mortgage loans.

Thecomplete rating actions are:

   * Structured Asset Securities Corporation Mortgage Loan Trust
     2007-BC3

   * Mortgage Pass-Through Certificates, Series 2007-BC3

                  Class 1-A1, Assigned Aaa
                  Class 1-A2, Assigned Aaa
                  Class 1-A3, Assigned Aaa
                  Class 1-A4, Assigned Aaa
                  Class 2-A1, Assigned Aaa
                  Class 2-A2, Assigned Aaa
                  Class 2-A3, Assigned Aaa
                  Class 2-A4, Assigned Aaa
                  Class 1-M1, Assigned Aa1
                  Class 2-M1, Assigned Aa1
                  Class 1-M2, Assigned Aa2
                  Class 2-M2, Assigned Aa2
                  Class 1-M3, Assigned Aa3
                  Class 2-M3, Assigned Aa3
                  Class 1-M4, Assigned A1
                  Class 2-M4, Assigned A1
                  Class 1-M5, Assigned A2
                  Class 2-M5, Assigned A2
                  Class M6, Assigned A3
                  Class M7, Assigned Baa1
                  Class M8, Assigned Baa2
                  Class M9, Assigned Baa3
                  Class B1, Assigned Ba1
                  Class B2, Assigned Ba2

The Class B-1 and Class B-2 Certificates were sold in privately
negotiated transactions without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act. The issuance of
these two classes has been designed to permit resale under Rule
144A.


STRUCTURED ASSET: Moody's Rates Class B Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by SASCO 2007-OSI Trust, and ratings ranging
from Aa1 to Ba1 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable and fixed rate, first
and second lien, subprime residential mortgage loans acquired by
Lehman Brothers Holdings Inc.  The collateral was originated by
BNC Mortgage LLC (62.12%), Residential Mortgage Assistance
Enterprise LLC (18.11%), Lehman Brothers Bank, FSB (12.88%), and
other originators, none of which originated more than 10% of the
mortgage loans.  The ratings are based primarily on the credit
quality of the loans and on the protection against credit losses
provided by subordination, overcollateralization, and excess
interest.  The certificates also benefit from an interest rate
swap agreement and an interest rate cap agreement both provided by
Lehman Brothers Special Financing, Inc.  Moody's expects
collateral losses to range from 6.25% to 6.75%.

JPMorgan Chase Bank, National Association (62.12%), Aurora Loan
Services LLC (37.87%) and Ocwen Loan Servicing, LLC (0.01%) will
service the loans and Aurora Loan Services LLC will act as master
servicer.  Moody's has assigned JPMorgan Chase Bank, National
Association its top servicer quality rating of SQ1, as a primary
servicer of subprime residential mortgage loans, and a servicer
quality rating of SQ1- to Aurora Loan Servicing, LLC as a master
servicer of mortgage loans.

The complete rating actions are:

    * SASCO 2007-OSI Trust

    * SASCO Mortgage Pass-Through Certificates, Series 2007-OSI

                      Class A-1, Assigned Aaa
                      Class A-2, Assigned Aaa
                      Class A-3, Assigned Aaa
                      Class A-4, Assigned Aaa
                      Class A-5, Assigned Aaa
                      Class M-1, Assigned Aa1
                      Class M-2, Assigned Aa2
                      Class M-3, Assigned Aa3
                      Class M-4, Assigned A1
                      Class M-5, Assigned A2
                      Class M-6, Assigned A2
                      Class M-7, Assigned A3
                      Class M-8, Assigned Baa1
                      Class M-9, Assigned Baa2
                      Class M-10, Assigned Baa3
                      Class B, Assigned Ba1

Class B Certificate is being offered in a privately negotiated
transaction without registration under the 1933 Act. The issuance
was designed to permit resale under Rule 144A and, in the case of
certain certificates, under Regulation S.


TAPE BORROWER: Moody's Junks Rating on Sr. Secured Term Loan C
--------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Tape Borrower
Inc.'s (the new parent company of Intertape Polymer Group)
proposed term loan B and revolving credit facility.  

In a related action, Moody's assigned a Caa2 to Tape Borrower
Inc.'s proposed term loan C.  The former B3 corporate family
rating at Intertape Polymer Group has been withdrawn and
reassigned to Tape Borrower Inc.  The company's outlook was
revised to stable from negative and the SGL rating was  upgraded
to SGL-3 from SGL-4.  The rating action reflects Intertape Polymer  
Group's recent announcement that Tape Borrower Inc., an indirect
wholly-owned subsidiary of Littlejohn Fund III, L.P. (Littlejohn),
will acquire all of Intertape Polymer Group's outstanding common
shares at a price of $4.76 per share in cash. The total
transaction value is approximately $510 million, including $320
million of debt.  The transaction will be subject to the approval
of two-thirds of the votes cast by the company's shareholders at a
special meeting anticipated in late June 2007.
Proceeds from the term loans will be used to repay existing bank
debt, partly finance the acquisition, and pay other fees and
expenses.

Assignments:

   * Issuer: Tape Borrower Inc.

     -- Corporate Family Rating, Assigned B3;

     -- Senior Secured Term Loan B, Assigned B2 and a range of
        33-LGD3;

     -- Senior Secured Term Loan C, Assigned Caa2 and a range of
        85-LGD5;

     -- Senior Secured Revolving Credit Facility, Assigned B2
        and a range of 33-LGD3;

     -- Probability of Default Rating, Assigned B3;

     -- Speculative Grade Liquidity Rating, Assigned SGL-3;

     -- Outlook, Assigned Stable.

Despite the roughly $80 million increase in debt as a result of
the acquisition by Littlejohn, Moody's revised the company's
outlook to stable due to its improved liquidity position and the
expectation that its new private equity owner will have a greater
chance of stabilizing or improving the company's operating
performance than prior management.

The B3 corporate family rating reflects the company's weak
operating performance (operating margins of approximately 3%),
limited free cash flow, limited top line growth, a high percentage
of commodity products versus innovative products, the potential
for additional near-term declines in certain product demand, high
leverage (adjusted debt to EBITDA of approximately 5.5x), and
exposure to fluctuating raw material costs.
Littlejohn will be inserting an interim CEO to manage the company
and has undertaken a search for the position. Based on the
company's recent operating trends, management will need to
continue executing cost savings initiatives to improve
profitability over the near term.  Moody's believes that the
company will need to demonstrate that the competition across its
end markets will not continue to force the company to lower
prices in order to maintain market share.

Volume and price declines in 2006 have negatively affected
Intertape Polymer Group's gross margins for certain products. Weak
end market demand, primarily in the North American housing
construction market, and declining prices for films products
continue to compress gross margins.  In order to mitigate the
margin compression, Intertape Polymer Group announced and executed
manufacturing facility closures and other restructuring actions to
generate significant annual savings.  Certain of these savings
have already been realized in prior periods as the company begins
to realign its cost structure with product demand.  Even with this
progress, Moody's believes that a combination of a slowdown in the
economy and competitive pressures could continue to adversely
impact the company's operating performance and offset much of the
planned cost savings.

Moody's also concluded that a B3 corporate family rating is most
representative of a company with an evolving financial/operating
strategy, a new senior management team in a highly levered
environment, and new private equity sponsorship.  Should margin
improvement occur, Moody's expects that Intertape Polymer Group
will consider distributions to its sponsor as well as modest debt-
financed acquisitions to fund external growth.  Factors that
support the ratings include product breadth, the company's
estimated market share for several of its product lines within the
tapes sector, a reasonable track record of passing through higher
raw material costs to customers, and its recent cost saving
initiatives.

The speculative grade liquidity rating was upgraded to SGL-3 from
SGL-4 because Moody's believes the company's liquidity position,
which weakened in 2006 due to the need to renegotiate financial
covenants, will improve over the near term.  The new credit
agreement reduces financial covenants to a single leverage ratio
and should provide adequate headroom over the next four quarters.  
Furthermore, Moody's expects that the
company will most likely continue to utilize its bank revolver to
help support operational needs.

Although the outlook is stable, a sustained deterioration in
operating performance or credit metrics due to additional declines
in product demand, or other operational issues could result in a
downgrade of the ratings.  Conversely, the ratings could be raised
if the company successfully resolves its CEO succession plan,
continues to generate savings from additional cost reduction
efforts, and restores operating margins and
adjusted RCF-Capex/Debt of 5% on a sustainable basis.

The most recent prior rating action occurred on March 26, 2007.
Moody's downgraded the long-term and corporate family ratings of
IPG (US) Inc. as well as the senior subordinated notes of
Intertape Polymer US Inc. The rating action reflected the same key
rating drivers mentioned above, however the outlook was revised to
negative.  The negative outlook reflected the limited room under
financial covenants in its secured facilities and the lack of
definitive information with respect to the CEO succession plan or
the outcome of the Board's review process concerning various
strategic and financial alternatives.

Headquartered in Bradenton, Florida, Tape Borrower Inc., the new
parent company of Intertape Polymer Group, is a leading
manufacturer and marketer of adhesive tapes, specialty tapes,
plastic films and engineered coated products.  The company employs
about 2450 employees with operations in 18 locations, including 13
manufacturing facilities in North America, one in Portugal and in
Mexico.


TOWER AUTOMOTIVE: Judge Gropper Approves Disclosure Statement
-------------------------------------------------------------
The Honorable Allen L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York approved a first amended
disclosure statement explaining Tower Automotive, Inc., and its
debtor subsidiaries' First Amended Joint Plan of Reorganization,
at a hearing held June 5, 2007.

Judge Gropper held that the First Amended Disclosure Statement
contains adequate information that would enable creditors to make
an informed decision on whether to accept or reject the Plan.

The Debtors filed the First Amended Disclosure Statement and Plan
on June 4, 2007, to include, among others, revisions to the
classification and treatment of claims and interests, and an
analysis of the estimated recoveries for the Debtors' various
unsecured creditor constituencies.

Parties have until July 6 to file objections to the Plan.

        Revised Classification of Claims and Interests

Under the First Amended Plan, the description for Class 4 claims
was changed to International Holding Company Debtor Claims from
R.J. Bondholder Claims.  The estimated recovery for Class 3
Second Lien Claims was also raised to $154,225,000 from
$41,000,000.  

According to the Plan, the $154,225,000 is subject to upward
adjustment for fees and expenses allowable and payable under the
Prepetition Credit Agreement and the Final DIP Order, and subject
to downward adjustment for amounts returned to the Second Lien
Agent from the Second Lien Collateral Account.  As of June 4,
2007, the balance of the Second Lien Collateral Account is
estimated to be approximately $113,000,000.

The Amended Plan provides that the Second Lien Claim will be an
Allowed Secured Claim in the amount of the Second Lien Base Claim
without defense, offset, recoupment, counterclaim or reduction,
other than as set forth in the Plan.  On the Plan Effective Date,
the Second Lien Collateral Account Final Balance will be returned
to the Second Lien Agent for the Pro Rata benefit of the Second
Lien Lenders, and the Second Lien Adjusted Base Claim will be paid
in full in Cash.  In addition, (i) each undrawn Prepetition Letter
of Credit will be returned to the issuer undrawn and marked
canceled, and (ii) the Second Lien Agent's Fees incurred prior to
the Effective Date, but not paid prior to or on the Effective
Date, will be paid within 10 business days after submission of
invoices to the Debtors and the purchaser -- TA Acquisition
Company, LLC -- it being understood that nothing will limit the
Debtors' or the Official Committee of Unsecured Creditors' right
to review and determine that the fees are reasonable, or the
Purchaser's right to review and object to claims set forth in the
Purchase Agreement.

                      Recovery Analysis

The Amended Plan relates that the Debtors, the Creditors
Committee and their advisors worked together to develop a
framework to determine estimated recoveries for the Debtors'
various unsecured creditor constituencies and are in agreement
over the methodology that underlies the analysis.

The substantive assumptions that underlie the recovery analysis
include (i) the determination of which legal entities should be
substantively consolidated, (ii) the attribution of distributable
value to the entities and (iii) the allocation of claims by legal
entity.  The Debtors' advisors, in consultation with the
Committee's advisors, applied this methodology to determine the
recoveries under the Plan for the various unsecured creditor
constituents in Classes 4 through 8.

The analysis aggregates Tower's legal entities -- both domestic
and international -- into seven entities or groups of entities.
The entities are:

      1. Tower Inc., the Debtors' top-tier holding company;

      2. R.J. Tower, the Debtors' intermediate holding company;    

      3. the Substantively Consolidated Debtors, which include
         the Debtors various domestic subsidiaries below R.J.
         Tower;

      4. the International Holding Company Debtors, which are
         domestic holding companies for the Debtors' interests
         in certain international operations, notably including  
         the European and Korean operations; and

  5 - 7. three first-tier international subsidiaries of R.J.
         Tower, Changchun Tower Golden Ring Automotive Products
         Company, Tower Automotive Mexico S. De R.L. de C.V.,
         the holding company for the Debtors' 40% joint venture
         interest in Metalsa S de R.L. de C.V., and Tower
         Automotive Canada.

With the seven legal entities identified, the recovery analysis
assumes an allocation of distributable value implied by the
purchase price as provided in the Purchase Agreement to each
entity based principally on EBITDA contribution with adjustments
made to take into consideration the relative performance of
businesses in different geographic regions and other regional or
legal entity specific considerations.

Intercompany claims that are included in the recovery analysis
are (i) a note payable from Tower Automotive Deutscheland GmbH &
Co. to R.J. Tower for $25,100,000, (ii) a note payable from Tower
Automotive Europe B.V. to R.J. Tower for $16,700,000 and (iii) two
notes payable from Tower Automotive International B.V. to Tower
Automotive International Holdings, Inc. totaling
$320,100,000.  All amounts are estimated as of March 31, 2007,
and assume an exchange rate of $1.3355 per Euro.

Taken together, the recovery analysis assumes that the DIP
Revolver recovers value initially from the Debtors' domestic
operations and then, because the value of the Debtors' domestic
operations is not sufficient to fully satisfy the DIP Revolver,
from the DIP Lenders' claims against the Debtors' international
subsidiaries and the Debtors' interests in the international
subsidiaries on a pro-rata basis.  

The DIP Term Loan is assumed to recover from the Debtors' foreign
subsidiaries pro-rata based on the remaining distributable value
after satisfying the DIP Revolver.  The Second Lien Claims are
assumed to recover value similar to the methodology employed by
the DIP Term Loan.  The recovery analysis assumes the DIP Lenders
and Second Lien Lenders may recover pro-rata based on
distributable value on account of their super-priority
administrative expense claims.  

Because the value ascribed to the Debtors' domestic operations is
fully offset to satisfy senior claims and debt -- including
Administrative Claims, Other Priority Claims, Other Secured
Claims and a portion of the DIP Revolver -- the residual balance
of the DIP Revolver, the DIP Term Loan and the Second Lien Claims
recover value exclusively from the Debtors' international
subsidiaries and the Debtors' interests in the international
subsidiaries, whether on account of their secured claims or their
super-priority administrative claims.

     Special Provisions on Subordinated Securities Claims

The Amended Plan provides that nothing will impact in any way the
right or ability of the lead plaintiffs in the Securities
Litigation to pursue and recover on any Claims against the
Debtors solely to the extent of any coverage provided by any
insurance policy, including any Directors' and officers'
insurance policy.

Nothing will also release, enjoin, preclude, or otherwise affect
in any way the prosecution of the claims asserted, or which may
be asserted, against any non-Debtor in the Securities Litigation
or the right of the lead plaintiffs in the litigation to (a)
pursue further litigation, including without limitation appeals,
against any non-Debtor defendants, or (b) to enter into or
enforce any settlement or enforce any judgment obtained in
connection with or relating to the litigation or appeals,
provided that the terms and conditions of the stipulation and
order between the Debtors and the Securities Plaintiffs resolving
the Debtors' request to reclassify Securities Plaintiffs' Claims
will remain in full force and effect.

                       Rejection Claims

All proofs of claim arising from the rejection of Executory
Contracts or Unexpired Leases must be filed with the Voting Agent
within 30 days after the earlier of: (a) the date of entry of a
Court order approving the rejection; and (b) the Plan Effective
Date.  Any Claims arising from the rejection of an Executory
Contract or Unexpired Lease for which proofs of Claims were not
timely filed within that time period will be forever barred from
assertion against the Debtors or their Estates and property, or
the Trusts, unless otherwise ordered by the Court or as otherwise
provided in the Plan.  All Rejection Claims will, as of the
Effective Date, be subject to the permanent injunction set forth
in the Plan.

                       Other Provisions

Other provisions added to the Plan include the condition that
the proposed Confirmation Order, any modifications of the Plan,
and any material modification to the Sale Order, will be in a
form and substance reasonably acceptable to the Second Lien
Agent.  The Debtors, the Purchaser or the Creditors Committee may
seek an expedited hearing before the Bankruptcy Court to address
any objection by the Second Lien Agent.

In addition, nothing in the Plan, any amendment to the Plan, or
in the Confirmation Order, will enjoin any claims, to the extent
available under applicable non-bankruptcy law, of the United
Furniture Workers Pension Fund A against the Purchaser or any
non-Debtor affiliates, subsidiaries, or other third parties,
including, but not limited to, any claims based on control group
liability or successor liability arising from or related to the
Debtors' withdrawal from the United Furniture Workers Pension
Fund A, provided that the Purchaser and all the non-Debtor
affiliates or subsidiaries and third parties reserve all defenses
to the claims.

A blacklined copy of Tower's First Amended Plan is available for
free at:

           http://ResearchArchives.com/t/s?20b2

A blacklined copy of Tower's First Amended Disclosure Statement
is available for free at:

           http://ResearchArchives.com/t/s?20b3

                   About Tower Automotive

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

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

The Debtors' filed their Chapter 11 Plan of Reorganization and
Disclosure Statement explaining that plan on May 1, 2007.  The
Debtors' exclusive period to file a chapter 11 plan expired on
June 6, 2007.  (Tower Automotive Bankruptcy News, Issue No. 64;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


TOWER AUTOMOTIVE: Plan Confirmation Hearing Scheduled on July 11
----------------------------------------------------------------
The Honorable Allen L. Gropper of the U.S. Bankruptcy Court
for the Southern District of New York set a hearing for the
confirmation of Tower Automotive, Inc., and its debtor-affiliates
First Amended Joint Plan of Reorganization on
July 11, 2007.

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

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

The Debtors' filed their Chapter 11 Plan of Reorganization and
Disclosure Statement explaining that plan on May 1, 2007.


TRIPOS INC: Completes Sale of R&D Business to Commonwealth Biotech
------------------------------------------------------------------
Tripos, Inc. has completed the sale-leaseback of its facility in
Bude, England, to Southwest England Regional Development Authority
and the sale of the capital stock of its Tripos Discovery Research
Products and Services Business to Commonwealth Biotechnologies,
Inc., based in Richmond, Virginia.

On May 11, 2007, Tripos and CBI entered into a Share Purchase and
Sale Agreement, which has been amended.

At the time of signing, CBI paid Tripos $350,000.  Tripos has
netted approximately $1.1 million attributable to repayment of
prior outstanding advances made by Tripos to the Discovery
Research business, is due to receive an additional 100,000 pounds
sterling by June 30, 2007, and will receive approximately $800,000
in additional repayments upon the collection of outstanding
customer receivables and work in process.  Additional information
about payment in connection with this sale will be contained in a
Current Report on Form 8-K to be filed within four business days.

As a result of the stock sale and sale-leaseback transactions,
Tripos has been relieved of obligations to repay up to 2.84
million pounds sterling of grants to English authorities, of which
1.54 million pounds sterling has been accrued in Tripos' most
recent consolidated balance sheet.  The releases were part of a
transaction in which TDR sold its facility for 2.6 million pounds
sterling, entered into a long-term lease of the facility, and
repaid at a substantial discount its repayment obligations to the
English Department of Trade and Industry.  These transactions were
a necessary predicate to effecting the sale of this business.

Commenting on the transaction, Dr. John P. McAlister, president
and CEO of Tripos, said, "We are pleased to have completed this
transaction.  It places the TDR business and the interests of our
customers, employees and other stakeholders in the hands of an
owner with the commitment and resources to continue operation of
this business.  At the same time, it is an important step in the
completion of the dissolution and liquidation of Tripos and the
distribution of the remaining proceeds to our stockholders later
this year.  We will file articles of dissolution and commence the
formal dissolution immediately."

Following the sale of its Discovery Research business, the company
has become a "shell company" and will request that The Nasdaq
Global Market delist its common stock.  Upon delisting, Tripos
contemplates that it will seek to list its stock on the OTC
Bulletin Board(R).  If this listing is not available to the
company, it will close its stock transfer books, at which time
there will be no active public trading market for the company's
common stock.

                         About Tripos Inc.

Based in St. Louis, Tripos Inc. (Nasdaq Global Select Market:  
TRPS) -- http://www.tripos.com/-- combines leading-edge    
technology and innovative science to deliver consistently superior  
chemistry-research products and services for the biotechnology,  
pharmaceutical and other life science industries.

The company's Discovery Informatics business provides software
products and consulting services to develop, manage, analyze and
share critical drug discovery information.  Within its Discovery
Research business, Tripos' medicinal chemists and research
scientists partner directly with clients in their research
initiatives, leveraging state-of-the-art information technologies
and research facilities.

As reported in the Troubled Company Reporter on March 20, 2007,
shareholders of Tripos Inc. approved the company's plan of
dissolution and liquidation.


TROPICANA ENT: Lenders OK Interest Rate Reduction on Facilities
---------------------------------------------------------------
Tropicana Entertainment LLC reported that a syndicate of lenders
led by Credit Suisse has agreed to reduce by 0.25% the interest
rates applicable to approximately $2 billion under two credit
facilities obtained by the company and its subsidiaries in the
first quarter of 2007 in order to, among other things, fund
the acquisition of Aztar Corporation.

Tropicana said that the rate changes became effective May 29, 2007
and were achieved as a result of improved conditions in debt
capital markets since the loans were obtained.

On Jan. 3, 2007, Tropicana said that it closed on its senior
secured Credit Facility, the interest rate for which is set
periodically based on a published LIBOR rate, or an alternate
base rate, plus an applicable margin.  The governing credit
documentation has been amended to reduce the margin applicable to
LIBOR rate borrowings from 2.50% to 2.25% and alternate base rate
borrowings from 1.50% to 1.25%.

Tropicana said that the credit facility currently has an aggregate
principal amount of about $1.4 billion outstanding.  The Credit
Facility also has a revolving credit line of up to $180 million,
which is currently undrawn.  Concurrently with the closing of the
Credit Facility, the company also entered into a 5-year interest
rate swap transaction which effectively fixed the LIBOR rate
applicable to $1 billion of the indebtedness at 5% for the term
of the loan.

On Jan. 3, 2007, Tropicana Las Vegas Finance Co., also an indirect
subsidiary of Tropicana, closed on a secured credit facility in an
aggregate principal amount of $440 million, the interest rate for
which is set periodically based on a published LIBOR rate, or an
alternate base rate, plus an applicable margin.  The governing
credit documentation has been amended to reduce the margin
applicable to LIBOR rate borrowings from 2.50% to 2.25% and
alternate base rate borrowings from 1.50% to 1.25%.  Concurrently
with the closing of the Credit Facility, the Company entered into
an 18-month interest rate swap transaction which effectively fixed
the LIBOR rate applicable to all of the Land Loan indebtedness at
5.01% for the term of the loan.

                    About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com--
an indirect subsidiary of Tropicana Casinos and Resorts, Inc.,
provide gaming entertainment in the United States.  Tropicana
Entertainment owns eleven casino properties in eight distinct
gaming markets with premier properties in Las Vegas, Nevada and
Atlantic City, New Jersey. Tropicana Entertainment and Tropicana
Casinos and Resorts are owned by William J. Yung, III.

Tropicana Entertainment currently carries Moody's B1 rating.


UNIVERSAL HOSPITAL: Completes Sale to Bear Stearns
--------------------------------------------------
Universal Hospital Services Inc. has completed the transactions to
transfer ownership and recapitalize its balance sheet.

UHS is now owned by Bear Stearns Merchant Banking, the private
equity affiliate of The Bear Stearns Companies Inc. and UHS
management.

UHS was formerly owned by the private equity firms J. W. Childs
Associates and The Halifax Group and by UHS management.

"The company's new partner BSMB, and the flexibility of its new
capital structure will allow the company to address the healthcare
marketplace and take the level of service and value it provides
the company's customers to a whole new level," Gary Blackford,
UHS' chairman and CEO, said.

"The company is excited to partner with the management team that
has made UHS an industry leader and innovator.  The company looks
forward to bringing its financial and healthcare expertise to make
UHS an even stronger contributor to the healthcare marketplace,"
Robert Juneja, managing director & partner of BSMB, and new board
member of UHS, said.  Also joining Mr. Juneja and Mr. Blackford on
the UHS Board are John Howard, CEO & sr. managing director of BSMB
and Bret Bowerman, sr. associate of BSMB.

In connection with the sale of UHS to BSMB and management for
approximately $712 million, the company issued $460 million in
bonds, due in 2015.  The bond issuance was led by Merrill Lynch &
Co., Bear, Stearns & Co. Inc. and Wachovia Securities.  UHS also
entered into a $135 million line of credit with a consortium of
banks lead by Merrill Lynch Capital.

                About Bear Stearns Companies Inc.

Bear Stearns Merchant Banking -- http://www.bsmb.com/-- a private  
equity affiliate of The Bear Stearns Companies Inc. (NYSE:BSC)
that invests private equity capital in compelling leveraged
buyouts, recapitalizations and growth capital opportunities
alongside superior management teams.  BSMB focuses on making
control or entrepreneur-driven investments, principally in middle-
market retail, financial services and consumer products companies.  
Since its formation in 1997, BSMB has been an investor in over 50
portfolio companies. BSMB manages nearly $5 billion of private
equity capital, including its new $2.7 billion institutional fund
and capital dedicated to its affiliate, Bear Growth Capital
Partners. Investments by BSMB include: ACA Capital Holdings
(NYSE:ACA), Alter Moneta, Balducci's, CamelBak Products, Caribbean
Financial Group, Cavalry Investments, Churchill Financial
Holdings, Dairyland, Everything But Water, Harlem Furniture,
Ironshore Inc., Multi Packaging Solutions, New York & Company
(NYSE:NWY), PlayCore, Seven For All Mankind, Stuart Weitzman,
Transamerican Auto Parts Company and The Vitamin Shoppe.

               About Universal Hospital Services

Universal Hospital Services Inc. -- http://www.uhs.com/-- is a
medical equipment lifecycle services company.  UHS offers
comprehensive solutions that maximize utilization, increase
productivity and support optimal patient care resulting in capital
and operational efficiencies.  UHS currently operates through more
than 75 offices, serving customers in all 50 states and the
District of Columbia.  For the twelve months ended
Dec. 31, 2006 the company reported revenues of approximately $225
million.

                         *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service assigned ratings to UHS Merger Sub Inc.
in connection with the pending leveraged buyout of Universal
Hospital Services, Inc.

Moody's assigned a B2 Corporate Family Rating, a B3 rating to the
proposed $230 million second lien floating rate notes and a B3
rating to the proposed $230 million second lien toggle notes.  The
proposed financing also includes a $135 million senior secured
revolving credit facility that will not be rated by Moody's.  The
rating outlook for UHSM is stable.


U.S. ENERGY: Discloses $67.1 Mil. Final Payment to Countryside
--------------------------------------------------------------
U.S. Energy Biogas Corp. disclosed that Countryside Power Income
Fund has received a total of $67.1 million, reflecting the final
principal installment of approximately $66 million plus
$1.1 million in accrued interest and fees under the USEB
settlement agreement.

The USEB settlement agreement among the Fund's subsidiary,
Countryside Canada Power Inc., certain officers of Countryside
Ventures LLC, USEB and its parent, U.S. Energy Systems Inc., was
approved by The United States Bankruptcy Court in the Southern
District of New York in February 2007.  Prior to the settlement
agreement, USEB filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on Nov. 29, 2006.  The final installment
received satisfies in full the Fund's allowed secured claim
against USEB which originally totaled $99 million.  Of the
remaining balance of the allowed secured claim, $65.1 million was
paid in cash.  At USEB's election and pursuant to the settlement
agreement, the Fund received the balance of the final installment
in the form of 405,000 shares of common stock, based on a volume
weighted average closing price of $4.94 per share for the five
consecutive trading days ending May 29, 2007, issued by U.S.
Energy Systems Inc. and which become freely tradable upon their
receipt.

A portion of the final cash installment received will be
immediately applied as a mandatory prepayment under the Fund's
credit facility with a syndicate of lenders.  The Fund is
currently in discussions with its lenders on obtaining an amended
credit facility that would permanently waive the cross default
provision under its existing credit agreement, arising from the
USEB bankruptcy, and increase the credit commitment amount
sufficient to support the Fund's ongoing liquidity and growth
initiatives.  In the interim, the Fund's lead lender has agreed to
maintain a revolving credit commitment of $20 million to support,
among other things, the Fund's ongoing funding of the London
Cogeneration project and to extend the cross-default waiver period
until Aug. 31, 2007.

Other than the mandatory prepayments required under Fund's credit
facility or payment of related settlement costs, the Fund has
stated it does not intend to reinvest the installment proceeds
from the USEB settlement agreement until the conclusion of the
strategic review process.

               About Countryside Power Income Fund

Based in London, Ontario, Countryside Power Income Fund
(TSX: COU.UN) -- http://www.countrysidepowerfund.com/-- has
investments in two district energy systems in Canada, with a
combined thermal and electric generation capacity of approximately
122 megawatts, and two gas-fired cogeneration plants in California
with a combined power generation capacity of 94 megawatts.  In
addition, the Fund has an indirect investment in 22 renewable
power and energy projects located in the United States, which
currently have approximately 51 megawatts of electric generation
capacity and sold approximately 710,000 MMBtus of boiler fuel in
2005.  The Fund's investment in the projects consists of loans to,
and a convertible royalty interest in, U.S. Energy Biogas Corp.

                    About U.S. Energy Biogas

Headquartered in Avon, Connecticut, U.S. Energy Biogas Corp., a
subsidiary of U.S. Energy Systems Corp. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- develops landfill gas projects  
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.

The Debtor and 31 of its affiliates filed separate voluntary
chapter 11 petitions on Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos.
06-12827 through 06-12857).  Joseph J. Saltarelli, Esq., at Hunton
& Williams represents the Debtors in their restructuring efforts.  
Dion W. Hayes, Esq., Joseph S. Sheerin, Esq., and Patrick L.
Hayden, Esq., at McGuireWoods LLP, represent the Official
Committee of Unsecured Creditors.  The Debtors listed total assets
of $35,472,663 and total debts of $90,250,169 in its schedules.

As reported in the Troubled Company Reporter on May 25, 2007, the
U.S. Bankruptcy Court for the Southern District of New York
confirmed U.S. Energy Biogas Corp.'s plan of reorganization.


W&T OFFSHORE: Launches $450 Million Senior Notes Offering
---------------------------------------------------------
W&T Offshore Inc. reported that it is offering approximately
$450 million of its senior notes due 2014.

The company said that the proceeds of the offering will be used
to reduce outstanding indebtedness under the company's existing
credit agreement.

The company states that these notes have not been and will not
be registered under the Securities Act of 1933, as amended, and
are being offered and sold in the United States only to qualified
institutional buyers in reliance on Rule 144A under the Act and to
certain non-U.S. persons in transactions outside the United States
in reliance on Regulation S under the Act.

                          About W&T Offshore

W&T Offshore Inc. -- http://www.wtoffshore.com-- is an  
independent oil and natural gas company focused primarily in the
Gulf of Mexico, including exploration in the deepwater and deep
shelf regions.


WESTON NURSERIES: Asks July 31 Extension to Modify Plan
-------------------------------------------------------
Weston Nurseries Inc. and Mezitt Agricultural Corporation ask
the U.S. Bankruptcy Court for the District of Massachusetts for
authority to continue to modify their First Amended Joint Plan
of Reorganization until July 31, 2007.

The Debtors tell the Court that they have been negotiating with
various parties to sell some or all of their assets to effectuate
a reorganization.  However, the Debtors explain that dispute in
interests among involved individuals and entities made the
process complex and time consuming.

The Debtors emphasize that if the exclusivity period is not
extended to give way for further modification, they will not
be able to come up with a consensual resolution of the
disputed matters.

Several motions for extension of the exclusivity periods have
been previously filed by the Debtors, the latest of which
was until May 25, 2007, with a scheduled confirmation hearing
of July 10, 2007.

                             Amended Plan

On March 19, 2007, the Debtors filed a First Amended Joint Plan Of
Reorganization which provides for the payment of all of Weston's
allowed claims through the use of:

   (i) a portion of the proceeds from the sale of Weston's
       real estate property;

  (ii) portion of funds that Weston will borrow on a secured basis
       from Boulder Capital LLC, Business Alliance Capital Company
       and/or other lender or developer as Weston may determine;

(iii) the revenues generated by the operation of Weston's
       business after confirmation of the Plan; and

  (iv) the proceeds of recoveries realized from prosecution
       or settlement of any causes of action.

The Amended Plan also contemplates that proceeds from the sale of
the issued and outstanding shares of stock of MezAg will be
applied to satisfy claims against MezAg.

                        About Weston Nurseries

Headquartered in Hopkinton, Massachusetts, Weston Nurseries Inc.,
-- http://www.westonnurseries.com/-- is central New England's  
premier resource in designing, creating, and enjoying outdoor
living areas.  Weston Nurseries grows and sells plants, trees,
shrubs, and perennials.  The company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).  
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, represents
the Debtor in its restructuring efforts.  Michael J. Fencer, Esq.,
and Steven C. Reingold, Esq., at Jager Smith, PC, represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


* Dan Scouler Creates Restructuring Firm Scouler & Company
----------------------------------------------------------
Financial restructuring authority Dan Scouler has formed Scouler &
Company, a restructuring, crisis management and transaction
services firm with offices in New York and Los Angeles.

The Scouler & Company services portfolio will encompass:

   a) financial advisory -- restructuring, business and
      operating plans;

   b) business stabilization -- facility consolidation and
      closure, asset conversion, working capital and liquidity
      improvement;

   c) technology advisory -- enterprise systems, risk assessments,
      business analytics and system recovery;

   d) interim executive management -- at the CEO, COO, CFO, CIO
      and CTO level; and

   e) transaction services -- refinancing and divestiture
      strategies, due diligence, securing equity and debt
      participants.

Most recently, Mr. Scouler led the Chicago-based financial
consultancy Scouler Andrews, where he set strategic direction and
served as Chief Restructuring Officer for multiple client
engagements including high profile companies in the sub-prime
lending market such as Mortgage Lenders Network USA.

Leveraging his contacts from three decades in the financial
services sector with firms such as FTI, Policano & Manzo, Ernst &
Young and Deloitte & Touche, Scouler is expanding his top flight
group of experienced consultants who share his vision of a
straight-talking, results-driven, technically-advanced
restructuring firm.  "What distinguishes Scouler & Company is our
ability to craft creative, one-of-a-kind solutions that optimize
the outcomes for clients.  We specialize in resourceful and
inventive financial triage," Mr. Scouler added.

The firm can be contacted at:

      Scouler & Company - Los Angeles
      1800 Century Park East, Suite 600
      Los Angeles, California, 90067
      Tel: (310) 229-5900

      Scouler & Company - New York
      445 Park Avenue, 10th Floor
      New York City 10022
      Tel: (212) 362-1140
      http://www.scouler.com/


* BOOK REVIEW: Bankruptcy Investing: How to Profit from Distressed  
                          Companies (Revised Edition)
------------------------------------------------------------------
Author:     Ben Branch and Hugh Ray
Publisher:  Beard Books
Paperback:  344 pages
List Price: $39.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981211/internetbankrupt

The book Bankruptcy Investing: How to Profit from Distressed
Companies, is written by Ben Branch and Hugh Ray.

Corporate bankruptcies are at an all-time high, and this trend is
likely to continue. Bankruptcy Investing introduces investors to
the risky but lucrative opportunities to invest in the securities
of troubled companies.

Every area of this exciting field is described in complete detail.
Real-world examples illustrate the explanations. Companies in
distress may go through an informal or formal workout of problems,
or they may enter Chapter 11 or Chapter 7 bankruptcy.

The investment implications for the securities of firms in each of
these stages are considered in full. Everything the investor needs
to know is contained in this book. The authors show why it can be
smart to invest in troubled companies.

Whether you are a savvy investor or experienced fund manager (or
aspire to be one), Bankruptcy Investing introduces you to the
risky but lucrative opportunities for investing in the securities
of troubled companies.

This timely new book describes in detail the rules of the game and
how to apply them to pick the winners.

The authors, both experts in the legal and financial aspects of
bankruptcy investing, explain everything you need to know about
investing in distressed companies, including estimating bankruptcy
values, how to use timing to your advantage, quantitative
techniques to minimize risks, evaluating available data,
characteristics of various types of short-term and long-term debt
instruments, investment strategies, and sources of additional
information.

You'll fully understand all the implications of investing in the
securities of firms in all stages of financial distress--from
informal or formal workouts to Chapter 11 or Chapter 7 bankruptcy-
-as well as investing in both debt and equity securities.

Real-world examples illustrate how you can profit from investing
in troubled companies and what risks are incurred. An extensive
glossary defines legal, economic and financial terms.

Bankruptcy Investing translates the often-confusing lexicon of
bankruptcy into a profitable investment program that you can
implement immediately.

You too will discover an exciting way to find new investment
winners.

Two financial experts guide you through the risky but lucrative
investment opportunities available in troubled companies.

Whether your interests are informal or formal workouts, Chapter 11
or Chapter 7 bankruptcies, debt or equity securities, this book
will explain everything you need to know about investing in
distressed corporations.

Topics include estimating bankruptcy values, how to use timing to
your advantage, quantitative techniques to minimize risk,
evaluating available data, the characteristics of various types of
short-term and long-term debt instruments, and investment
strategies.

                             *********

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 ***