TCR_Public/070611.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 11, 2007, Vol. 11, No. 137

                             Headlines

ADVANCED MICRO: Shares Rise as Lehman Ups Target Price
ALGOMA STEEL: High Debt Leverage Cues S&P's B Credit Rating
ALL AMERICAN: Completes Sale to Rock River for $15.2 Million
AMERICAN AXLE: S&P Rates Proposed $250 Million Term Loan at BB
AMERICAN TISSUE: Trustee Wants to Hire National Recovery as Finder

ANDREW CORP: Seeks New Buyer After Failed Kimball-Hill Agreement
ANN-LEE CONSTRUCTION: Wants Excl. Plan Filing Moved to Sept. 19
AXIA INC: Construction Downturn Prompts S&P's Negative Watch
BIOMET INC: Private Equity Consortium Ups Offer to $11.4 Billion
BIOMET INC: Regains Nasdaq Listing Compliance

BIOMET INC: Moody's May Downgrade All Ratings After Review
CDRSVM ACQUISITION: Moody's Rates $3.35 Billion Facility at B1
CENTRAL GARDEN: Expects Lower Results for Quarter Ending June 30
CENTRAL GARDEN: James Heim to Continue as Pet Products Group Pres.
CENTRAL GARDEN: Likely Low Results Prompt S&P's Negative Watch

CINCINNATI BELL: S&P Lifts Rating on Senior Unsecured Debt to BB
CITY OF MCCALL: Plans Initial Payment to Avoid Bankruptcy
COLLINS & AIKMAN: Wants to Sell Adrian Assets to Magna Car
CUSTOM FOOD: Files Schedules of Assets and Liabilities
CUSTOM FOOD: Taps Imperial Capital as Financial Advisor

CWABS ASSET: Moody's Rates Class B Certificates at (P)Ba1
DAIMLERCHRYSLER: Warrant Holder Wants to Exercise Right to Trust
DAY INTERNATIONAL: Completes Sale to Flint Group
DAY INT'L: Flint Buyout Completion Cues S&P to Withdraw Ratings
DELPHI CORP: Court Approves $10.5 Million Umicore Settlement

DELPHI CORP: Wants to Further Employ Ernst & Young as Auditors
DELTA PETROLEUM: Hank Brown and John Wallace Joins Board
DILLARD'S INC: Board Declares $0.04 Per Share Cash Dividend
DRUMMOND CO: Moody's Affirms Corporate Family Rating at Ba3
EINSTEIN NOAH: Prices 5 Million Common Stock Public Offering

FEDERAL-MOGUL: Modifies 4th Amended Plan to Address Objections
FIRST CHICAGO/LENNAR: Fitch Holds CCC Rating on Class G Certs.
FORT DEARBORN: S&P Rates $175 Million Senior Facilities at B
GMAC 2005-C1: Fitch Puts Low-B Ratings on Five Certificates
HEXION SPECIALTY: S&P Revises Recovery Ratings on 2nd-Lien Notes

HOLLISTON MILLS: Sec. 341(a) Creditors' Meeting Slated for June 29
HOLLISTON MILLS: U.S. Trustee Picks 5-Member Creditors' Committee
HOLLISTON MILLS: Files Schedules of Assets and Liabilities
KOOSHAREM CORP: Moody's Junks Rating on Proposed $100 Million Debt
KRONOS INC: Shareholders Okay Hellman & Friedman Merger Deal

LEHMAN ABS: Moody's Rates Classes M10 & M11 Certs. at Low-B
MANITOWOC COMPANY: Wants to Redeem 10-1/2% Senior Notes
MEDCATH HOLDINGS: Ongoing Debt Repayments Cue S&P's Pos. Outlook
MIDWEST LUMBER: Selling 2 Indiana Facilities at June 15 Auction
MORGAN STANLEY: Moody's Rates Class B-4 Certificates at Ba1

N.C.P. MARKETING: Chapter 11 Trustee Wants Case Converted
NORD RESOURCES: Completes Offering of Special Warrants
NORD RESOURCES: March 31 Balance Sheet Upside-Down by $6.2 Million
PREMIERE PUBLISHING: March 31 Balance Sheet Upside-Down by $1.4MM
QUALITY HOME: S&P Withdraws Ratings at Company's Request

QWEST CORP: S&P Upgrades Rating on Senior Unsecured Debt
RESIDENTIAL REINSURANCE: S&P Puts Low-B Ratings on Five Notes
RUMFORD ENERGY: Has Until July 20 to File Additional Documents
SAI HOLDING: Exclusive Plan Filing Period Extended Until August 6
SAI HOLDINGS: Wants Court's OK to Hire DoveBid Inc. as Auctioneers

SAMARITAN HOSPITAL: Court Okays Sale to UK HealthCare
SAMARITAN HOSPITAL: Court OKs Bunch & Brock as Bankruptcy Counsel
SAMARITAN HOSPITAL: Gess Mattingly Approved as General Counsel
SELECT MEDICAL: Cancels Stock Purchase Agreement with Nexus Health
SERVICEMASTER CO: S&P Rates $3.35 Billion Senior Facilities at B+

SILVERWING ENERGY: Gets Extension on Tomahawk Agreement to Dec. 31
SMART MODULAR: Ezra Perlman Resigns as Director
SOVRAN SELF: Board Declares Quarterly Dividend of $0.62 per Share
STEAKHOUSE PARTNERS: Posts $692,000 Net Loss in Qtr. Ended Mar. 27
TOWER AUTOMOTIVE: Inks Asset Purchase Pact with TA Acquisition

TOWER AUTOMOTIVE: Lexington Wants Adequate Assurance on Lease
TSG INC: Files Disclosure Statement in Oklahoma
UNIVERSAL HOSPITAL: PwC Dismissed as Accountants
URSTADT BIDDLE: Directors Confirm Common Stock Quarterly Dividends
VARIETAL DISTRIBUTION: Moody's Puts Corporate Family Rating at B3

VWR INT'L: Pending Madison Dearborn Deal Cues S&P to Hold B Rating
W.R. GRACE: Wants to Contribute $71.8 Million to Retirement Plans
W.R. GRACE: Inks Settlement Pact with Trumbull Memorial
WACHOVIA AUTO: Fitch Rates $50 Million Class E Notes at BB
WACHOVIA AUTO: S&P Rates $50 Million Class E Notes at BB

WACHOVIA BANK: S&P Puts Low-B Ratings on Five Certificate Classes
WESCORP ENERGY: Completes $2.25 Million Sale of Debentures
WHERIFY WIRELESS: Appoints Vincent Sheeran as Chief Exec. Officer

* Anthony Gehringer Joins Clear Thinking as Manager

* BOND PRICING: For the week of June 4 - June 8, 2007

                             *********

ADVANCED MICRO: Shares Rise as Lehman Ups Target Price
------------------------------------------------------
Advanced Micro Devices Inc.'s shares last Friday went up by as
much as 3.4% after Lehman Brothers upped its price target from $13
to $15, Reuters reports.

In making the determination, Lehman cited the company's near-term
second-quarter outlook, the report further discloses.

Advanced Micro Devices -- http://www.amd.com/-- (NYSE: AMD)
designs and manufactures microprocessors and other semiconductor
products.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Moody's Investors Service affirmed AMD's B1 corporate family
rating while revising to Ba2 from Ba3 the ratings on both the
currently secured $390 million notes due 2012 (2012 Note) and the
$1.7 billion remainder of the original $2.5 billion term loan due
2013.  The rating outlook remains negative.


ALGOMA STEEL: High Debt Leverage Cues S&P's B Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Algoma Steel Inc.  The outlook is stable.

At the same time, S&P assigned a 'BB-' rating to the company's
proposed $450 million first-lien term loan due 2013 with a
recovery rating of '1'.  S&P also assigned a 'B-' rating to the
company's proposed $450 million senior unsecured notes due 2015.

"The ratings on Algoma Steel reflect its limited operating
diversity, high debt leverage, and exposure to the volatile North
American steel industry," said Standard & Poor's credit analyst
Donald Marleau.  "These risks are counterbalanced by a good cost
profile and good integration of key inputs."

Algoma Steel will be 100% acquired by Essar Steel Holdings Ltd.
later in June 2007 for $1.6 billion, financed in part with $1.1
billion of new debt issued by Algoma Steel.  The rated debt is
non-recourse to Essar, and hence, the ratings reflect only
Algoma's standalone credit quality.  The ownership by Essar is not
currently a significant rating factor, but it may become
increasingly important if Essar uses Algoma as an aggressive
growth vehicle to execute its North American strategy.


ALL AMERICAN: Completes Sale to Rock River for $15.2 Million
------------------------------------------------------------
All American Semiconductor, Inc., on Friday, completed the sale of
substantially all of its assets to Rock River Capital LLC and the
Company's senior secured lenders for which Harris N.A. acts as
agent.  The aggregate purchase price was $15.2 million, which will
be paid to the senior secured lenders in the form of a reduction
in their secured claim.

As previously stated, 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 utilizing All American's 42 years of experience
and service to the industry.  The company's senior secured lenders
were the successful bidders for the company's 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 China and Western 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, total assets was $117,634,000
and total debts was $106,024,000.


AMERICAN AXLE: S&P Rates Proposed $250 Million Term Loan at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
American Axle & Manufacturing Inc.'s proposed $250 million senior
unsecured term loan due 2012.  The parent company, American Axle &
Manufacturing Holdings Inc., is the guarantor.  Proceeds are
expected to be used to repay existing debt.

In addition, the 'BB' corporate credit ratings on the Detroit-
based auto supplier and its parent company were affirmed.  The
rating outlook is negative.

"The ratings on American Axle reflect the risks associated with
the company's heavy dependence on General Motors Corp.  (GM;
B/Negative/B-3) SUVs and pickup trucks, current relatively narrow
product range, and exposure to cyclical and competitive markets,"
said Standard & Poor's credit analyst Robert Schulz.

The ratings could be lowered if free cash flow generation remains
negative during 2007, reducing the company's cash balances.
Potential causes for negative cash flow would include
substantially weaker demand for GM's light trucks.  S&P could also
lower the rating if GM's credit profile were to substantially
weaken.  On the other hand, the outlook could be revised to stable
if the company improves its customer and product diversity through
acquisitions or investments that do not cause credit measures to
weaken, or if demand for light trucks stabilizes or strengthens.


AMERICAN TISSUE: Trustee Wants to Hire National Recovery as Finder
------------------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee appointed for American
Tissue Inc. and its debtor-affiliates' liquidation proceedings,
asks the U.S. Bankruptcy Court for the District of Delaware for
permission to employ National Recovery Services Inc. as her
finder.

The Trustee wants National Recovery to assist in the recovery of
the Debtors' commercial insurance antitrust litigation claim.

National Recovery discloses that it found a claim of over
$121,800,000 to pay out in the claim for purchasers or reinsurance
of commercial insurance.

The Trustee will pay National Recovery 1/3 of the total amount of
recovered claim.

W. Shannon Hamilton, National Recovery's vice president, assures
the Court that he does not hold any interest adverse to the
Debtors' estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Ms. Hamilton can be reached at:

     W. Shannon Hamilton
     National Recovery Inc.
     11334 Roselawn Avenue West
     St. Paul, Minnesota 55113
     Tel: (520) 407-8350
     Fax: (520) 407-8351
     http://www.accountsreceivablesolutions.com/

American Tissue Inc. is an integrated manufacturer of tissue
products and pulp and paper in North America, with a comprehensive
product line that includes jumbo tissue rolls for converting and
converted tissue products for end-use.  The company filed for
Chapter 11 protection on September 10, 2001 (Bankr. Del. Case No.
01-10370).  On April 22, 2004, the Court converted the Debtors
cases to chapter 7 liquidation proceedings.  Christine C. Shubert,
serves as Chapter 7 Trustee for the Debtors' estates.  Bernard
George Conaway, Esq., at Fox Rothschild LLP, represents the
Chapter 7 Trustee.  Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young & Jones, represents the Debtors.  Dmitry Pilipis,
Esq., and Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it
estimated assets and debts of more than $100 million.


ANDREW CORP: Seeks New Buyer After Failed Kimball-Hill Agreement
----------------------------------------------------------------
Andrew Corporation seeks a new residential, commercial or
industrial buyer for the remaining portion of its former Orland
Park, Illinois, manufacturing and headquarters location after
Kimball-Hill Homes failed to close on the purchase of the 73-acre
property.

As previously disclosed, Andrew and Kimball-Hill signed a contract
in August 2005 for the purchase of Andrew's 103-acre Orland Park
property in two phases, the first of which involved 30 acres and
closed in 2006 for net proceeds of approximately $9 million.  The
second phase, involving 73 acres that include the former cable
manufacturing and corporate headquarters buildings, was contracted
to sell for $16.5 million and did not close as required by May 31,
2007.

As a result, Kimball-Hill has forfeited to Andrew $2.5 million in
earnest money and refunded approximately $1.1 million of unused
funds from a $1.7 million escrow account established by Andrew for
any required environmental remediation.

"The buyer's decision to not proceed with closing on the second
phase of our agreement delays the process, but doesn't change our
focus on selling our remaining 73 acres of highly desirable
property in Orland Park," said Marty Kittrell, chief financial
officer, Andrew Corporation.  "We have restarted the sales process
with The Staubach Company and are beginning discussions with
interested residential, commercial and industrial parties
immediately."

The company previously reported in its May 3, 2007 earnings
release that it expected a $0.06 per share gain in the fiscal
third quarter from the second phase of the sale of the Orland Park
property.  As a result of Kimball-Hill's failure to close, the
company now expects to record a gain of $0.02 per share in its
fiscal third quarter related to the earnest money, instead of the
previously expected $0.06 per share gain.  The foregoing change in
estimate has no impact on the company's previous non-GAAP fiscal
2007 earnings guidance.  The company intends to update annual
guidance when it reports fiscal third quarter results.

The Orland Park property status has no effect on Andrew's office
and manufacturing relocations to Westchester and Joliet.  The
company's corporate headquarters relocated to west suburban
Westchester in early 2006, while the move to a newly constructed
North American cable manufacturing and office facility in Joliet
was completed this spring.

                    About Andrew Corporation

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ: ANDW) -- http://www.andrew.com/-- designs, manufactures
and delivers equipment and solutions for the global communications
infrastructure market.  The company serves operators and original
equipment manufacturers from facilities in 35 countries, that
includes, among others, China, India, Italy, Czech
Republic, Argentina, Bahamas, Belize, Barbados, Bermuda and
Brazil.

                          *     *     *

Standard & Poor's Ratings Services, in March 2007, affirmed its
'BB' corporate credit and other ratings on Andrew Corp.


ANN-LEE CONSTRUCTION: Wants Excl. Plan Filing Moved to Sept. 19
---------------------------------------------------------------
Ann-Lee Construction and Supply Company Inc. asks the United
Sates Bankruptcy Court for the Western District of Pennsylvania to
further extend its exclusive period to file a Chapter 11 Plan of
Reorganization to Sept. 19, 2007

The Debtor's exclusive period is set to expire on June 19, 2007.

The Debtor discloses that it will be unable to file a viable plan
before the June 19 deadline despite its full compliance with all
Chapter 11 operating guidelines, including the timely filing of
all monthly financial reports and payment of all U.S. Trustee
quarterly.

Based in Saltsburg, Pennsylvania, Ann-Lee Construction and
Supply Company, Inc. offers construction consulting & management
services.  The company filed for Chapter 11 protection on
Jan. 11, 2007 (Bankr. W.D. Pa. Case No. 07-20226).  Michael J.
Henny, Esq. and Joseph V. Luvara, Esq. represent the Debtor in its
restructuring efforts.  Kirk B. Burkley, Esq., at Bernstein Law
Firm PC, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


AXIA INC: Construction Downturn Prompts S&P's Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and other ratings on Axia Inc. on CreditWatch with negative
implications.

The company had total debt outstanding of $155 million at
March 31, 2007.

"The CreditWatch listing reflects our expectation that the ongoing
downturn in residential construction will continue to weaken in
the company's end markets, which are concentrated in California
and Florida," said Standard & Poor's credit analyst Sean
McWhorter.  "As a result, we expect the company's overall
operating performance in 2007 to be significantly below prior
expectations, resulting in a material weakening of credit measures
from current levels.  In addition, the potential exists for the
company to violate its bank agreement covenants, including its
minimum interest coverage and maximum total leverage ratio."

Duluth, Georgia-based Axia manufactures automatic tape finishing
tool rentals for drywall joints under the Ames name.

Mr. McWhorter said, "In resolving the CreditWatch listing, we will
meet with management and evaluate its near-term operating
expectation and the impact this will have on the company's
consolidated credit metrics and liquidity position."


BIOMET INC: Private Equity Consortium Ups Offer to $11.4 Billion
----------------------------------------------------------------
Biomet Inc.'s Board of Directors has unanimously recommended to
shareholders an increased offer from a private equity consortium
to acquire Biomet for $46.00 per share in cash, or an equity value
of $11.4 billion.

Under the terms of the revised merger agreement, the consortium
-- which includes affiliates of the Blackstone Group, Goldman
Sachs Capital Partners, Kohlberg Kravis Roberts & Co. and TPG
-- will commence a tender offer on or before June 14, 2007, to
acquire all of the outstanding shares of Biomet's common stock.
Following completion of the tender offer, the consortium will
complete a second-step merger in which any remaining common shares
of Biomet will be converted into the right to receive the same per
share price paid in the tender offer.

The $46.00 per share offer price represents a premium of 32.3%
over the closing price of Biomet's common stock on April 3, 2006,
the trading day prior to public speculation that the company
was exploring strategic alternatives.  Biomet subsequently
confirmed on April 6, 2006 that it had retained Morgan Stanley to
assist it in exploring strategic alternatives.

                  Morgan Stanley's Opinion

Morgan Stanley has provided the Board of Directors with its
opinion that, as of June 6, 2007 and subject to qualifications
and assumptions, the consideration to be received pursuant to
the revised merger agreement is fair from a financial point
of view to holders of Biomet common stock.

"We believe the proposed price for the transaction is fair
to Biomet's shareholders.  We also believe that the investor
group's tender offer will deliver superior value to Biomet's
shareholders in a more efficient and more immediate fashion
than the process provided by the original merger agreement.
Moreover, this revised offer provides greater certainty and
visibility to completion of the transaction," said Niles L.
Noblitt, Chairman of the Board.

In a statement, the sponsor group said: "Our offer empowers
current shareholders who have an economic interest in Biomet
common shares to realize significant value in a timely manner
and represents the absolute limit of our ability to structure
an appropriate buyout of Biomet.  We are pleased that the
consortium will be in a position to provide the company with
financial and operational resources to support its future growth."

Completion of the tender offer is subject to the condition
that at least 75% of the Biomet common shares have been tendered
in the offer - the same percentage approval requirement as with
the previous merger structure.

The amended merger agreement permits the investor group to
revise the condition regarding minimum acceptance of the tender
offer to decrease the minimum acceptance threshold to a number
that, together with shares whose holders have agreed to vote
to approve the second-step merger, represents at least 75% of
the Biomet common shares.  The tender offer will expire at
midnight, New York time, on the 20th business day following
and including the commencement date, unless extended in accordance
with the terms of the offer and the applicable rules and
regulations of the Securities and Exchange Commission.
The tender offer and subsequent merger are subject to
customary conditions for transactions of this type.

Morgan Stanley & Co. Incorporated is acting as financial advisor
to the Board of Biomet, Inc. and to Biomet, Inc. Kirkland & Ellis
LLP is legal counsel to Biomet, Inc. and Simpson Thacher &
Bartlett LLP is legal counsel to the independent directors of the
Board of Biomet, Inc. Banc of America Securities LLC is acting as
lead M&A advisor and Goldman, Sachs & Co. is acting as M&A advisor
to the private equity consortium.  Cleary Gottlieb Steen &
Hamilton LLP is acting as legal advisor to the private equity
consortium.

                    Shareholders' Meeting Deferred

As a result of the revised merger agreement and tender offer,
Biomet has cancelled the special meeting of shareholders
previously scheduled last Friday, June 8, 2007 to consider and
vote on the original merger agreement announced on December 18,
2006, and related transactions.  Furthermore, as part of the
revised merger agreement, Biomet has agreed not to pay its annual
dividend.

                     About The Blackstone Group

The Blackstone Group -- http://www.blackstone.com-- is a global
alternative asset manager and provider of financial advisory
services.

                 About Goldman Sachs Capital Partners

Founded in 1869, Goldman Sachs is one of the oldest and largest
investment banking firms. Goldman Sachs is also a global private
corporate equity and mezzanine investing company. Established in
1991, the GS Capital Partners Funds are part of the firm's
Principal Investment Area in the Merchant Banking Division, which
has formed 13 investment vehicles aggregating $56 billion of
capital to date.

                    About Kohlberg Kravis Roberts & Co.

Kohlberg Kravis Roberts & Co. (KKR) is one of the world's oldest
and most experienced private equity firms specializing in
management buyouts.  Founded in 1976, it has offices in New York,
Menlo Park, London, Paris, Hong Kong, and Tokyo.

                           About TPG

TPG -- http://www.tpg.com-- is a private investment partnership
that was founded in 1992 and currently has more than $30 billion
under management. The firm has offices in San Francisco, London,
Hong Kong, Fort Worth and other locations globally.

                            About Biomet

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


BIOMET INC: Regains Nasdaq Listing Compliance
---------------------------------------------
Biomet Inc. disclosed that it received a letter from the Nasdaq
Listing Qualifications Panel stating that Biomet has evidenced
compliance with the Panel's prior decisions and all applicable
Nasdaq Marketplace Rules, and that the Panel has determined to
continue the listing of Biomet's common shares on the NASDAQ
Global Select Market.

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


BIOMET INC: Moody's May Downgrade All Ratings After Review
----------------------------------------------------------
Moody's Investors Service placed all of the provisional ratings of
Biomet, Inc. under review for possible downgrade following the
announcement that a private equity consortium has increased the
price of its offer to purchase the company to $11.4 billion from
about $10.9 billion.

Moody's rating review will consider:

   (1) how the company and its sponsors plan to fund the
       additional $500 million in purchase price;

   (2) implications for de-leveraging and credit measures; and

   (3) any changes to liquidity.

"Our initial ratings and negative outlook already considered
extraordinarily high debt levels and the need to focus on de-
leveraging," Diana Lee, a Senior Credit Officer at Moody's said.
"Assuming this new price is funded with additional debt, the
ratings may not hold."

Ratings placed under review for possible downgrade:

    * Biomet, Inc.

   -- Corporate family rating at (P)B2;
   -- Asset backed revolver at (P)Ba2, (LGD2, 14%);
   -- Secured cash draw revolver at (P)B1, (LGD3, 36%);
   -- Secured term loan at (P)B1, (LGD3, 36%);
   -- Unsecured senior notes at (P)B3, (LGD4, 63%);
   -- Unsecured PIK option notes at (P)B3, (LGD4, 63%);
   -- Unsecured subordinated notes at (P)Caa1, (LGD6, 93%);
   -- PDR at B2;
   -- SGL-2.

Biomet, Inc, based in Warsaw, Indiana, is one of the leading
manufacturers of orthopedic implants, specializing in
reconstructive devices.


CDRSVM ACQUISITION: Moody's Rates $3.35 Billion Facility at B1
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B1 rating to the $3.35 billion proposed senior secured
credit facility of CDRSVM Acquisition Co., Inc., the
acquisition vehicle for the pending leveraged buyout of The
ServiceMaster Company.

CDRSVM is expected to merge with and into ServiceMaster in
connection with the closing of the leveraged buyout.

The $3.35 billion credit facility consists of a $2.65 billion
senior secured term loan, a $500 million senior secured revolver,
and a $200 million senior secured synthetic letter of credit
facility.  The rating outlook for CDRSVM is stable.

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

The buyout is expected to be financed with the proceeds from the
$2.65 billion senior secured term loan, $1.15 billion in senior
unsecured notes and an equity contribution of approximately
$1.43 billion.

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

Moody's will take action to downgrade ServiceMaster's existing
senior unsecured notes once substantially all material conditions
to the merger are satisfied.  Any such notes remaining in the
capital structure will likely be downgraded to Caa1 and the
ratings on any notes redeemed at closing will be withdrawn.

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

These ratings/(assessments) were assigned to CDRSVM
Acquisition Co., Inc.:

   -- $2.65 billion 7 year senior secured term loan B, B1
      (LGD3, 33%);

   -- $500 million 6 year senior secured revolving credit
      facility, B1 (LGD3, 33%);

   -- $200 million 7 year senior secured synthetic letter of
      credit facility, B1 (LGD3, 33%);

   -- Corporate Family Rating, B2;

   -- Probability of Default Rating, B2.

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

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

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

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


CENTRAL GARDEN: Expects Lower Results for Quarter Ending June 30
----------------------------------------------------------------
Central Garden & Pet Company expects results for its fiscal third
quarter ending June 30, 2007, and for the full fiscal year, to be
lower than the current range of analyst estimates as reported on
First Call.

"Based on preliminary end-of-the-month reporting from our
operations and retail customers, it is clear that the softness in
lawn and garden and pet sales that we experienced in April, and
communicated publicly in early May, has continued through May,
reflecting the challenging environment overall for retailers as
well as unfavorable weather conditions in many parts of the United
States," said Glenn Novotny, President and Chief Executive Officer
of Central Garden & Pet.  "The weather conditions in particular,
including the severe drought in the Southeast, have adversely
impacted our lawn and garden business.  On our third quarter
earnings conference call in early August, we will address the
financial impact of lower-than-anticipated May sales, including in
some of our higher margin categories, and our outlook for the
balance of fiscal 2007."

                      About Central Garden

Headquartered in Walnut Creek, California, Central Garden & Pet
Company (NASDAQ: CENT) -- http://www.central.com/-- markets and
produces branded products for the lawn & garden and pet supplies
markets.  Products are sold to specialty independent and mass
retailers.  The company also provides a host of other regional and
application-specific garden and pet brands and supplies.  The
company has approximately 5,000 employees, primarily in North
America and Europe.  The company has a presence in the United
Kingdom.


CENTRAL GARDEN: James Heim to Continue as Pet Products Group Pres.
------------------------------------------------------------------
Central Garden & Pet Company, on May 31, 2007, entered into an
Employment Agreement with James V. Heim.

The Employment Agreement, which is effective as of July 9, 2007,
the date of termination of Mr. Heim's current employment agreement
with the company.

The Employment Agreement has an indefinite term and provides that
Mr. Heim will serve as President of the company's Pet Products
Group at an annual minimum salary of $415,000.  He is also
eligible for certain other compensation, including an annual bonus
targeted at 50% of his base compensation with a maximum payout of
100%, subject to his and the company's performance.  In addition,
Mr. Heim is eligible for discretionary grants of non-qualified
stock options to purchase shares of the Company's Common Stock.

The Employment Agreement requires the company to provide Mr. Heim
with life insurance, benefits under the company's 401(k) plan, an
automobile allowance of $1,000 per month and with fringe benefits
generally available to senior executives of the company.  If the
company terminates Mr. Heim without "cause," as defined in the
Employment Agreement, Mr. Heim will receive severance pay
consisting of the continuation of his base salary for a one-year
period.

In connection with the execution of the Employment Agreement, the
company and Mr. Heim entered into a Post Employment Consulting
Agreement and an Agreement to Protect Confidential Information,
Intellectual Property and Business Relationships.

                      About Central Garden

Headquartered in Walnut Creek, California, Central Garden & Pet
Company (NASDAQ: CENT) -- http://www.central.com/-- markets and
produces branded products for the lawn & garden and pet supplies
markets.  Products are sold to specialty independent and mass
retailers.  The company also provides a host of other regional and
application-specific garden and pet brands and supplies.  The
company has approximately 5,000 employees, primarily in North
America and Europe.  The company has a presence in the United
Kingdom.


CENTRAL GARDEN: Likely Low Results Prompt S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed all of Central Garden &
Pet Co.'s ratings on CreditWatch with negative implications,
including its 'BB-'corporate credit rating.  This means that
ratings could either be lowered or affirmed upon completion of
S&P's review.

"The CreditWatch action follows the company's announcement that it
expects results for the third quarter and full fiscal year ending
September 2007 to be below expected levels," said Standard &
Poor's credit analyst Patrick Jeffrey.  Unfavorable weather and a
challenging retailer environment have impacted the company's lawn
& garden and pet businesses in the April and May periods of its
key third quarter.  Earlier in fiscal 2007, the company had
revised its outlook for the first quarter because of a shift in
seasonal purchases by lawn & garden retailers, lower sales and mix
shift within pet bird and small animal products, and higher-than-
expected grain costs.  In March 2007, Central Garden received an
amendment under its bank facility to provide near-term covenant
relief as it worked through this challenging operating
environment.

Continuing challenges may pressure the company's revised bank
covenants and may require a further bank amendment.  "We will meet
with management after third-quarter results are announced in early
August, to discuss the company's operating trends and liquidity in
order to resolve the CreditWatch listing," said Mr. Jeffrey,
adding that it is unlikely the ratings would be lowered more than
one notch as a result of this review.


CINCINNATI BELL: S&P Lifts Rating on Senior Unsecured Debt to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on
Cincinnati Bell Telephone Co.'s senior unsecured debt one notch to
'BB' from 'BB-'.

The upgrade follows the introduction of our new issue rating
framework, which now incorporates recoveries in all secured issue
level ratings.

Cincinnati Bell Telephone is a wholly owned local telephone
operating subsidiary of Cincinnati Bell Inc. (B+/Negative/--).
Although the debt at Cincinnati Bell Telephone is unsecured, it is
structurally senior to the $544 million of combined secured bank
loan facilities and pari passu notes at Cincinnati Bell Inc.  The
rating on those facilities and notes was raised to 'BB', from
'B+', as a result of the new methodology.  The Cincinnati Bell
Inc. bank facility and pari passu notes are secured by a first-
lien pledge of stock, but not the assets, of Cincinnati Bell
Telephone, with no upstream guarantee from Cincinnati Bell
Telephone.

The likelihood of default for the senior unsecured debt of
Cincinnati Bell Telephone is reflected in the corporate credit
rating of B+/Negative/--, which has not changed.  However with the
introduction of our new issue rating framework, which now
incorporates recoveries in all secured issue level ratings, the
issue rating on the structurally senior unsecured debt at
Cincinnati Bell Telephone has been raised one notch to reflect the
very high recovery prospects.


Ratings List

Cincinnati Bell Telephone Co.
Corporate Credit Rating           B+/Negative/--

Rating Raised
                                   To        From
                                   --        ----
  Senior Unsecured Debt            BB        BB-


CITY OF MCCALL: Plans Initial Payment to Avoid Bankruptcy
---------------------------------------------------------
The City of McCall in Idaho intends to make the first payment at
the end of the month in an effort to avoid a possible bankruptcy,
the Associated Press reports.

As previously reported in the Troubled Company Reporter on May 16,
2007, the city was ordered by the U.S. District Court for the
District of Idaho to pay around $6 million to companies involved
in the construction of a wastewater treatment facility.

According to Mayor Bill Robertson, AP relates, the city will pay
more than $300,000 using surplus funds.  The city then plans to
borrow $600,000 to make another payment.

AP further relates that the city will also try to obtain a bond.


COLLINS & AIKMAN: Wants to Sell Adrian Assets to Magna Car
----------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates inform the
U.S. Bankruptcy Court for the Eastern District of Michigan of
their intention to sell de minimis assets tailored to certain
automotive component parts they produce at their Adrian, Michigan
facilities to Magna Car Top Systems, Inc., for $443,537.

The assets are related to General Motors GMX Solstice Program;
DaimlerChrysler Viper Program; Ford S197 Mustang Program.  These
include:

   -- 18 Top Gurneys;

   -- 1 Viper Tack Strip Tooling;

   -- 6 S197 Datamyte Seal Retainers; and

   -- 13 Sewing Machine Assemblies with related tables and
      stands.

The subject assets are specifically tailored to certain
applications and programs Magna Car will be involved with in the
future.  The assets are being sold "as-is" and "where-is" with no
representations and warranties by the Debtors.  The purchaser
will incur substantially all costs associated with moving the
assets.

                   About Collins & Aikman

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.

On Aug. 30, 2006, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Dec. 22, 2006, they filed an Amended
Joint Chapter 11 Plan.  The Court approved the adequacy of the
Amended Disclosure Statement.  The Court has adjourned the hearing
to consider confirmation of the Amended Joint Plan to July 12,
2007.  (Collins & Aikman Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CUSTOM FOOD: Files Schedules of Assets and Liabilities
------------------------------------------------------
Custom Food Products Inc. delivered to the U.S. Bankruptcy Court
for the District of Delaware, its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets        Liabilities
     ----------------              ------        -----------
     A. Real Property
     B. Personal Property       $69,698,974
     C. Property Claimed
     D. Creditors Holding
        Secured Claims                           $31,669,499
     E. Creditors Holding
        Unsecured Priority
        Claims                                      $843,399
     F. Creditors Holding
        Unsecured
        Non-priority Claims                      $15,309,813
                                -----------      -----------
        TOTAL                   $69,698,974      $47,822,711

Based in Carson, California, Custom Food Products Inc., fka Center
of the Plan Foods, Inc. -- http://www.customfoodproducts.com/--
develops, manufactures and markets value-added meat, poultry, and
pork products sold to the foodservice industry and manufacturers
of packaged foods.  The Debtor filed for Chapter 11 protection on
April 13, 2007 (Bankr. D. Del. Case No. 07-10495).  Laura Davis
Jones, Esq., at Jones Pachulski Stang Ziehl Young Jones &
Weintraub, LLP, represents the Debtor in its restructuring
efforts.


CUSTOM FOOD: Taps Imperial Capital as Financial Advisor
-------------------------------------------------------
Custom Food Products Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for authority to retain Imperial Capital LLC
as its financial advisor.

Imperial Capital will:

     a. assist the analysis of the Debtor's business, operations,
        properties, financial condition, competition, forecast,
        and prospects;

     b. assist in the financial valuation of the going concern
        operations of the Debtor;

     c. advise the Debtor on a proposed purchase price and form of
        consideration for a transaction;

     d. assist the Debtor in developing, evaluating, structuring
        and negotiating the terms and conditions of a potential
        transaction;

     e. assist the Debtor in the preparation of solicitation
        materials with respect to the transaction sand the Debtor;

     f. identify and contract selected qualified buyers for a
        transaction and furnish them, on behalf of the Debtor,
        with offering materials;

     g. assist the Debtor in arranging for potential buyers to
        conduct due diligence investigations;

     h. provide testimony before the Court, as required;

     i. provide a valuation of the Debtor or its assets; and

     j. provide such other financial advisory services with
        respect to the Debtor's financial issues as may from time
        to time be agreed between the Debtor and Imperial Capital.

The Debtor will pay Imperial Capital a $75,000 monthly advisory
fee.  The monthly fee for the first three months will be credited
against and reduce other fees hereunder.

Imperial Capital will also earn a transaction fee of $250,000 upon
the consummation of a transaction where CML New Meat Co. LLC and
its affiliates obtain ownership of the Debtor's assets pursuant to
CML's initial stalking housr bid.  Alternatively, upon
consummation of a transaction with a buyer of the assets other
than CML, the transaction fee payable to Imperial Capital will be
$500,000.

The transaction fee will be paid directly out the transaction
proceeds, and will not be paid from any professional fee carve-out
in the bankruptcy case.

To the best of the Debtor's knowledge, Imperial Capital does not
represent any interest materially adverse to the Debtor or the
estate.

The firm can be reached at:

          Imperial Capital LLC
          2000 Avenue of the Stars
          9th Floor South
          Los Angeles, CA 90067
          Telephone: (800)929-2299 or (310)246-3700
          Fax: (310)246-3794
          http://www.imperialcapital.com/

Based in Carson, California, Custom Food Products Inc., fka Center
of the Plan Foods, Inc. -- http://www.customfoodproducts.com/--
develops, manufactures and markets value-added meat, poultry, and
pork products sold to the foodservice industry and manufacturers
of packaged foods.  The Debtor filed for Chapter 11 protection on
April 13, 2007 (Bankr. D. Del. Case No. 07-10495).  Laura Davis
Jones, Esq., at Jones Pachulski Stang Ziehl Young Jones &
Weintraub, LLP, represents the Debtor in its restructuring
efforts.


CWABS ASSET: Moody's Rates Class B Certificates at (P)Ba1
---------------------------------------------------------
Moody's Investors Service assigned provisional ratings to
certificates issued by CWABS Asset-Backed Certificates Trust 2007-
9.

The complete provisional rating actions are:

   * CWABS Asset-Backed Certificates Trust 2007-9

   * Asset Backed Certificates, Series 2007-9

                  Class  1A, Assigned (P)Aaa
                  Class  2A1, Assigned (P)Aaa
                  Class  2A2, Assigned (P)Aaa
                  Class  2A3, Assigned (P)Aaa
                  Class  2A4, Assigned (P)Aaa
                  Class  M-1, Assigned (P)Aa1
                  Class  M-2, Assigned (P)Aa2
                  Class  M-3, Assigned (P)Aa3
                  Class  M-4, Assigned (P)A1
                  Class  M-5, Assigned (P)A2
                  Class  M-6, Assigned (P)A3
                  Class  M-7, Assigned (P)Baa1
                  Class  M-8, Assigned (P)Baa2
                  Class  M-9, Assigned (P)Baa3
                  Class  B, Assigned (P)Ba1

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


DAIMLERCHRYSLER: Warrant Holder Wants to Exercise Right to Trust
----------------------------------------------------------------
DaimlerChrysler AG disclosed that the U.S. Bank Trust National
Association, Trustee, has received notice that the call warrant
holder has exercised its right to purchase the assets of the Trust
on June 12, 2007.

The notice was in connection to the Standard Terms for Trust
Agreements dated as of Jan. 16, 2001, as supplemented by the
Series Supplement, DaimlerChrysler Debenture-Backed Series 2004-3
Trust, dated as of Feb. 11, 2004 in respect of the Corporate
Backed Trust Certificates, DaimlerChrysler Debenture-Backed Series
2004-3 with Lehman ABS Corporation, as depositor.

If the Trustee receives the call price by 10:00 a.m. on the
Redemption Date, then the certificates issued by the Trust will be
redeemed in full on the Redemption Date at a price of $25
principal plus $0.36579306 accrued interest to the Redemption Date
per Trust Certificate.

No interest will accrue on the Certificates after the Redemption
Date.  If the Trustee does not receive the Call Price, then (i)
the Certificates issued by the Trust will continue to accrue
interest as if no exercise notice had been given and (ii) the call
warrant holder may elect to deliver a conditional notice of
exercise in the future.

For more information about this conditional redemption, please
contact David J. Kolibachuk of U.S. Bank Trust National
Association at 212-361-2459.

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

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

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

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

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


DAY INTERNATIONAL: Completes Sale to Flint Group
------------------------------------------------
The acquisition of Day International Group Inc. by Flint Group was
completed on May 31, 2007.

Day International will operate as a business unit of Flint Group.
Dennis Wolters, CEO of Day International will remain in that role
within the new organization.

In the combined organization, nearly 8300 employees will serve
customers from 170 sales, service and manufacturing locations on
five continents.  Revenues for 2007 are estimated to be
EUR2.55 billion ($3.32 billion).

                         About Flint Group

Flint Group -- http://www.flintgrp.com/-- is dedicated to serving
the global printing, converting, and colourant industries.  Flint
Group companies develop, produce and market a wide range of
conventional and UV printing inks on a global basis, with regional
operations that provide local service throughout Europe, North
America, Latin America, Asia, and India/Pacific.  Other companies
in the group include Flint Group Printing Plates, specialising in
photopolymer printing plates, and XSYS Print Solutions,
specialising in narrow web inks.  Flint Group Pigments produces a
range of pigment products and additives for use in inks and other
colourant applications.  Headquartered in Luxembourg, Flint Group
operates more than 140 facilities worldwide, and employs some
7,000 people.

                    About Day International

Founded in 1905 in Dayton, Ohio, Day International Group Inc. --
http://www.dayintl.com/-- operates production, sales, and
distribution centers in North America, Latin America, Europe and
Asia Pacific. Product lines include dayGraphica(R) printing
blankets and sleeves, david M(R) printing blankets, , Duco(TM)
printing blankets, Sun Graphic printing blankets, IPT(TM) printing
blankets, Varn(TM) pressroom chemicals, Rotec(R) flexographic
sleeve systems, dayCorr(R) diecutting blankets and day-Flo(R) pre-
inked rolls.


DAY INT'L: Flint Buyout Completion Cues S&P to Withdraw Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Dayton,
Ohio-based Day International Group Inc.  The withdrawal follows
the acquisition of the company by Flint Group.

As reported in the Troubled Company Reporter on April 16, 2007,
S&P placed the company's 'B' corporate credit rating on
CreditWatch with developing implications.


DELPHI CORP: Court Approves $10.5 Million Umicore Settlement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to the settlement agreement entered
into by Delphi Corp. and its debtor-affiliates with Umicore
Autocat Canada Corp.

As reported in the Troubled Company Reporter on May 25, 2007, in
October 2005, Umicore submitted a demand to the Debtors
asserting a reclamation claim for $2,742,819.

In July 2006, Umicore filed Claim No. 12924 against Delphi
Automotive Systems, LLC, asserting a $10,671,101 unsecured non-
priority claim and an unliquidated unsecured priority claim for
goods and services delivered to DAS.

Upon review of their books and records and the supporting
documentation provided by Umicore, the Debtors have determined
that they only owe Umicore $10,558,893.

After arm's-length bargaining, the Parties arrived at a
settlement agreement that provides for the full resolution of
Umicore's Claims.

Under the Settlement Agreement, the Debtors agree to allow Claim
No. 12924 as a prepetition general unsecured non-priority claim
for $10,558,893, without further defense, set-off or reduction.
For its part, Umicore agrees to withdraw its Reclamation Demand
with prejudice.

The Settlement Agreement will avoid costly litigation of
Umicore's Claims, John Wm. Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois, tells the Court.

The Debtors aver that the Settlement Agreement is in the best
interest of their estates and their creditors.

                     About Delphi Corporation

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.  The Debtors'
exclusive plan-filing period expires on July 31, 2007.  (Delphi
Corporation Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Wants to Further Employ Ernst & Young as Auditors
--------------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of New York for
authority to employ Ernst & Young LLP as their independent
auditors and accounting advisors nunc pro tunc to March 1, 2007,
to:

  (a) perform an audit of their consolidated financial
      statements and internal control over financial reporting
      for the year ending December 31, 2007; and

  (b) provide them with accounting and auditing advisory and
      research services in connection with various accounting
      matters.

                 Previous Request to Employ

As previously reported, the Debtors obtained the Court's
permission to hire Ernst & Young LLP as their independent
auditors, accountants, and tax advisors effective nunc pro tunc
to January 1, 2006.

Since that time, Ernst & Young has performed an audit of the
Debtors' financial statements and internal control over financial
reporting for the year ending December 31, 2006, John D. Sheehan,
Delphi Corp.'s vice president and chief restructuring officer,
informs the Court.

                            Fees

All services to be provided by Ernst & Young will be screened by
Delphi's audit committee to ensure that Ernst & Young complies
with the independence standards of applicable rules and
regulations, Mr. Sheehan relates.

The Debtors will pay Ernst & Young an estimated $7.2 million
domestic fee, plus expenses, for audit services.  For additional
accounting advisory services, the Debtors will pay Ernst & Young
in accordance with the firm's hourly rates:

  Professional              Hourly Rate
  ------------              -----------
  Partner                   $550 - $800
  Senior Manager            $425 - $675
  Manager                   $330 - $515
  Senior                    $250 - $415
  Staff                     $135 - $220
  Client Service Associate   $75 - $140

In accordance its engagement letter with the Debtors, Ernst &
Young may subcontract a portion of its responsibilities to its
affiliates without the Debtors' prior written approval.  E&Y
will, however, remain fully and solely responsible for all of its
liabilities and obligations under the Engagement Letter,
regardless of who performs the duties.

Ernst & Young is well-qualified and well-experienced to serve as
the Debtors' independent auditors and accountants, Mr. Sheehan
tells the Court.  E&Y, he points out, is very familiar with the
Debtors' accounting, financial control and reporting, and other
financial processes.

The Debtors aver that Ernst & Young's fees are fair and
reasonable in light of industry practice, market rates both
inside and outside of Chapter 11 cases, E&Y's experience in
reorganizations, and the firm's importance to the bankruptcy
cases.

Kevin F. Asher, a partner at Ernst & Young LLP, assures the Court
that Ernst & Young is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code, and is eligible to be
retained under Section 327(a) of the Bankruptcy Code.

                     About Delphi Corporation

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.  The Debtors'
exclusive plan-filing period expires on July 31, 2007.  (Delphi
Corporation Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DELTA PETROLEUM: Hank Brown and John Wallace Joins Board
--------------------------------------------------------
Delta Petroleum Corporation disclosed that Hank Brown and John
Wallace has joined the company's board of directors effective
immediately.

Mr. Brown was named the 21st president of the University of
Colorado in June 2005.  He joined the Daniels Fund as president
and CEO on July 1, 2002, and served there until his appointment at
the University of Colorado.  Prior to his employment with the
Daniels Fund, Mr. Brown served as the president of the University
of Northern Colorado.  Before becoming UNC's president, he served
Colorado in the United States Senate and five consecutive terms in
the U.S. House representing Colorado's 4th Congressional District
(1980-1988).  Mr. Brown was a vice president of Monfort of
Colorado from 1969 to 1980.  He is both an attorney and a C.P.A.
He earned a Bachelor's Degree in Accounting from the University of
Colorado in 1961, and a Juris Doctorate Degree from the University
of Colorado Law School in 1969.  While in Washington, Mr. Brown
earned a Master of Law Degree in 1986 from George Washington
University.  Mr. Brown also currently serves as a director of
Sensient Technologies Corporation and Sealed Air Corporation, both
of which are publicly held.

John Wallace is currently serving as the president and COO of
Delta and has been an executive officer of the company since 2003.

"The company is pleased to welcome Hank and John to its board, and
look forward to their insights and contributions as directors,"
Roger Parker, chairman and CEO of Delta, commented.  "Hank's broad
executive management experience will be a valuable asset to Delta.
Likewise, John's experience in the industry will continue to be of
great service to the company."

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

Delta Petroleum Corp.'s 7% Senior Subordinated Notes due 2015
carry Moody's Investors Service's and Standard & Poor's junk
ratings.


DILLARD'S INC: Board Declares $0.04 Per Share Cash Dividend
-----------------------------------------------------------
Dillard's Inc.'s board of directors declared a cash dividend of
$0.04 per share on the company's Class A and Class B Common Stock.
The cash dividend is payable Aug. 1, 2007, to the company's common
shareholders of record as of June 29, 2007.

Headquartered in Little Rock, Arkansas, Dillard's Inc. (NYSE: DDS)
-- http://www.dillards.com/-- retails fashion apparel and home
furnishing.  The company's stores operate with one name,
Dillard's, and span 29 states.  Dillard's stores offer a broad
selection of merchandise, including products sourced and marketed
under Dillard's exclusive brand names.

                           *     *     *

As reported in the Troubled Company Reporter on April 18, 2007,
Fitch Ratings upgraded Dillard's Inc. ratings, including the
company's issuer default rating to 'BB' from 'BB-'; senior notes
to 'BB' from 'BB-'; and capital securities to 'B' from 'B-'.

In addition, Fitch affirmed its 'BB+' rating on Dillard's
$1.2 billion secured credit facility, which is backed by a pledge
of inventory.  Dillard's had $1.3 billion of debt and hybrid
capital securities outstanding as of Feb. 3, 2007.  The outlook is
stable.


DRUMMOND CO: Moody's Affirms Corporate Family Rating at Ba3
-----------------------------------------------------------
Moody's Investors Service changed the rating outlook for Drummond
Company, Inc. to negative from stable.  At the same time, Moody's
affirmed the company's Ba3 corporate family rating, upgraded the
senior secured rating to Ba2 (LGD3, 38%) from Ba3, and lowered the
senior unsecured rating to B2 (LGD5, 83%) from Ba3.

The lowering of the outlook reflects Drummond's recent operating
challenges and reduced financial performance, the delay of
approximately one year in anticipated production from the El
Descanso mine, uncertainty about the company's ability to meet
production targets, the uncertainties associated with the
company's planned recovery at Shoal Creek, and heightened
concentration risk of its coal mining operations.  The negative
outlook also reflects the significant risks concerning Drummond's
various expansion and development projects in Colombia, as well as
the company's substantial capex commitments for the next two to
three years, which Moody's anticipates will be at least partially
debt financed.

The ratings reflect the overall probability of default of
Drummond, to which Moody's assigns a PDR of Ba3.  The Ba2 senior
secured rating reflects a loss given default of LGD3 (38%) and the
B2 senior unsecured rating reflects a loss given default of LGD5
(83%).  The notching of the secured facilities and unsecured notes
has been changed to reflect the treatment of stock pledges under
Moody's LGD Methodology in which debt
with a pledge of stock as security is given prior ranking over
unsecured debt.

Ratings lowered:

   -- Outlook lowered to negative from stable;

   -- $400 million 7.375% Senior Unsecured Notes due 2016 - to
      B2 (LGD5, 83%) from Ba3.

Ratings affirmed:

   -- Corporate Family Rating -- Ba3;
   -- Probability of Default Rating --Ba3.

Ratings upgraded:

   -- $500 million Five-year Revolving Facility - to Ba2 (LGD3,
      38%) from Ba3;

   -- $200 million Term Loan Facility due 2011 - to Ba2 (LGD3,
      38%) from Ba3.

Moody's last rating action on Drummond was assignment of its Ba3
corporate family rating in January 2006.

Drummond Co. Inc. runs coal mines in Alabama and Colombia,
predominantly engaged in the mining, purchasing, processing, and
marketing of coal and coal products and had revenues in 2006 of
$1.8 billion.


EINSTEIN NOAH: Prices 5 Million Common Stock Public Offering
------------------------------------------------------------
Einstein Noah Restaurant Group Inc. has priced a public offering
of 5 million shares of its common stock at $18 per share.  All
shares included in this offering are sold by Einstein Noah.

The company has granted the underwriters the right to purchase an
additional 750,000 shares of common stock to cover over-
allotments, if any.  The offering is expected to close on June 13,
2007.

Einstein Noah intends to use the net proceeds of this public
offering to repay certain of its existing indebtedness.

Morgan Stanley and Cowen and Company are the joint book-running
managers for the offering and Piper Jaffray & Co. is co-manager.

A registration statement relating to these securities has been
declared effective by the Securities and Exchange Commission.

Any offer or sale will be made only by means of the written
prospectus forming a part of the effective registration statement.
Copies of the final prospectus relating to this offering, when
available, may be obtained from:  Morgan Stanley & Co.
Incorporated Cowen and Company, LLC Prospectus Department c/o ADP,
Prospectus Department 180 Varick Street 2/F 1155 Long Island
Avenue New York, NY 10014 Edgewood, NY 11717 Telephone: 1-866-718-
1649 Telephone: 631-254-7106.  Piper Jaffray & Co. Prospectus
Department 800 Nicollet Mall, Suite 800 Minneapolis, MN 55402
Telephone: 1-877-371-5212.

              About Einstein Noah Restaurant Group

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

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


FEDERAL-MOGUL: Modifies 4th Amended Plan to Address Objections
--------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, in Wilmington, Delaware, notes, on behalf of
Federal-Mogul Corp. and its debtor-affiliates, tell the U.S.
Bankruptcy Court for the District of Delaware that 11 objections
to confirmation of the Fourth Amended Joint Plan of Reorganization
were filed by insurers, while 15 plan confirmation objections were
filed by non-insurers.

Several parties, including counsel and former advisers of
PepsiAmericas, Inc., and certain insurance companies, have
declared their support for the objections.  On the other hand,
other parties declared their support for the confirmation of the
Plan, including The Flexitallic Group, Inc., Research and
Planning Corporation, and counsel and affiliates of the Plan
Proponents.

The Debtors, the Official Committee of Unsecured Creditors, the
Official Committee of Asbestos Claimants, the Legal
Representative for Future Asbestos Claimants, the Official
Committee of Equity Security Holders, and JPMorgan Chase Bank,
N.A., have engaged objecting parties in an attempt to resolve the
objections consensually, Mr. O'Neill relates.  As a result,
several objections have been resolved and others have been
withdrawn.

The Plan Proponents have modified the Fourth Amended Plan to
reflect technical changes or clarifications in response to
informal and formal objections or requests for clarification made
by parties in interest, Mr. O'Neill says.

Among others, the Modified Fourth Amended Plan:

  -- incorporates the Court-approved settlement with certain
     holders of Asbestos Property Damage Claims and the
     settlement of certain claims, Plan objections, and
     insurance rights between, among others, the Debtors and
     MagneTek, Inc.;

  -- states that all fees payable pursuant to Section 1930(a)(6)
     of the Judiciary and Judicial Procedure Code will be paid
     on or before the Effective Date; and

  -- classifies PepsiAmerica's claims as unsecured claims.

The Plan Proponents aver that the Modified Plan:

   * fully satisfies all applicable requirements of the
     Bankruptcy Code and is confirmable;

   * reflects a negotiated consensus among a large number of
     sophisticated commercial parties with deeply divergent
     interests;

   * equitizes both the Debtors' asbestos liabilities and the
     Debtors' prepetition note debt; and

   * brings about a unified conclusion to the U.K. Debtors'
     cross-border insolvency proceedings.

The Modifications do not materially and adversely affect or
change the treatment of any claim against or equity interest in
any Debtor, Mr. O'Neill tells the court.

Accordingly, the Plan Proponents ask the Court to waive the
requirement of resolicitation of any holders of claims or equity
interests pursuant to Rule 3019 of the Federal Rules of
Bankruptcy Procedure.

A full-text copy of the Modified Fourth Amended Joint Plan of
Reorganization dated June 4, 2007, is available for free at:

  http://bankrupt.com/misc/FMC_4modChap11Plan.pdf

A full-text blacklined copy of the Modified Fourth Amended Plan
is available for free at:

  http://bankrupt.com/misc/FMC_4modChap11Plan_blackline.pdf

The Plan Proponents note that all parties that have a legitimate
pecuniary stake in the success of the Debtors' reorganization
have spoken powerfully in favor of confirmation of the Plan.

Mr. O'Neill argues that contrary to the contentions of the
insurance companies, the Plan is insurance neutral.  "The
insurers are transparently attempting to assert the rights of
holders of asbestos personal injury claims or other creditors,
and are not limiting themselves to issue that have any effect on
the insurers themselves," he contends.

The only objection to which the insurers have standing -- the
argument that the Plan violates the contractual rights of certain
insurers by assigning certain rights under insurance policies to
the Trust without their consent -- is entirely without merit,
according to Mr. O'Neill.  He points out that courts in the Third
Circuit including the Bankruptcy Court have held, on more than
one occasion, that a debtor's rights under insurance policies can
be assigned to a 524(g) trust under a plan of reorganization
pursuant to Section 1123(a)(5) of the Bankruptcy Code.

"If the objecting insurers bear financial responsibility for the
Asbestos Personal Injury Claims, it will not be because of
anything imposed by the Plan, but simply because of their
contractual obligations under comprehensive general insurance
policies they sold to the Debtors and various other parties
before the bankruptcy," Mr. O'Neill says.

In response to the objection that the Trust Distribution
Procedures provide the trustees with too much discretion, the
Plan Proponents point out that the Bankruptcy Court has
repeatedly found that trust distribution procedures substantively
identical to those of the TDPs, which empower the trustees to
modify the payment percentage and many other provisions, satisfy
the requirements of Section 524(g)(2)(B)(ii)(V).  The flexibility
afforded the trustees under the trust documents is what
ultimately provides the "reasonable assurance that the trust will
value, and be in a financial position to pay, present claims and
future demands that involve similar claims in substantially the
same manner" under Section 524(g)(2)(B)(ii)(V), Mr. O'Neill
emphasizes.  The objectors' efforts to allege that the Trust
Advisory Committee's membership violates Section 1129(a)(5) of
the Bankruptcy Code or is otherwise improper is likewise hollow
because Section 1129(a)(5) only applies to an individual who is
"a director, officer, or voting trustee."

If state law permits asbestos claimants to bring claims against
the Asbestos Personal Injury Trust later or to avoid
apportionment of damages in their other state law cases, then
that is perfectly appropriate, but there is no basis to say that
claimants must file claims before they are required to do so by
state law, Mr. O'Neill contends.  Similarly, if state law does
not permit asbestos claimants to bring claims against the Trust
later or avoid apportionment of damages, then the TDPs create no
new substantive rights to do so.  The TDPs, he maintains,
provides for the confidentiality of claimants' submissions and
does not take away any state law discovery rights.

In accordance with Section 524(g)(2)(B)(i)(II), the Plan
Proponents maintain that the Plan provides that the Trust will be
funded in part by the Reorganized Federal-Mogul Class B Common
Stock, which comprises 50.1% of the total common stock in
Reorganized Federal-Mogul who is presently the ultimate parent of
all of the other Debtors and who will be the ultimate parent of
the Reorganized Debtors after the Petition Date.

Creation of the five Subfunds is necessary to account for the
five distinct groups of Asbestos Personal Injury Claims to be
channeled to the Trust under the Plan, according to Mr. O'Neill.
There is absolutely no basis in the statute or in logic for
certain objectors' assertion that each Subfund must independently
satisfy the Section 524(g) funding requirements, he argues.

PepsiAmericas, Mr. O'Neill asserts, lacks standing to raise its
objection because the settlement of the Pneumo Protected Parties'
claims against the Debtors has no effect on of PepsiAmericas'
claims.

The Plan's release, exculpation and limitation of liability
provisions are in accord with the prevailing standards
articulated by the Third Circuit for such provisions, and are
comparable to provisions that have been approved time and again
by courts in this Circuit as reasonable, Mr. O'Neill maintains.

The value of stock warrants is based on the performance of the
company and not necessarily on who owns the company, Mr. O'Neill
relates in answer to Robert Cleghorn's objection.

Cooper Industries, LLC, and Pneumo Abex LLC argue that the
injunctive relief provided by Plan A complies with Section
524(g)(4)(A)(ii).  The claims against the Pneumo Protected
Parties that the Plan proposes to enjoin all involve allegations
of the same asbestos liability, they contend.  "They all involve
the same alleged products, the same alleged misconduct, and the
same alleged victims and injuries."  Accordingly, the Pneumo
Parties assert that they qualify for a Section 524(g) channeling
injunction.

The Plan Proponents therefore ask the Court to confirm the
Debtors' Fourth Amended Plan, as modified.

Cooper also asks the Court to preclude PepsiAmericas from
presenting testimony on certain topics at the June 18, 2006 plan
confirmation hearing.

                      About Federal-Mogul

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

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  They then submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The confirmation hearing is set for June 18, 2007.
(Federal-Mogul Bankruptcy News, Issue No. 139; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FIRST CHICAGO/LENNAR: Fitch Holds CCC Rating on Class G Certs.
--------------------------------------------------------------
First Chicago/Lennar Trust I, series 1997-CHL1, commercial
mortgage certificates are upgraded by Fitch Ratings as:

    -- $63.9 million class E to 'AA' from 'A+'.

In addition, the ratings on these classes are affirmed:

    -- $13.8 million class F at 'BB+',
    -- $18.4 million class G at 'CCC'.

The class H certificates are not rated by Fitch. Classes A, B, C,
D and IO have paid in full.

The upgrade of class E is due to the improved credit enhancement
since issuance.

As of the May 2007 distribution date, the transaction has been
reduced by 79%, to $96.5 million from $459.1 million at issuance.

The pool is concentrated with only 12 classes within eight fixed-
rate commercial mortgage-backed securities transactions remaining.
Four of the classes (15.1%) represent first loss positions, while
three classes (44.6%) are rated 'AAA'. Additional upgrades are
unlikely given further loss potential on the underlying
transactions due to adverse selection as the pools wind down.

The current weighted average rating factor of the underlying bonds
is 15.7, corresponding to an average rating of 'BB/BB-', compared
to 14.52 at issuance.  The classes' ratings are based on Fitch's
actual rating, or on Fitch's internal credit assessment for those
classes not rated by Fitch. The underlying transactions, which are
predominately of the 1996 vintage, are well seasoned.

Delinquencies in the underlying transactions are as follows: 0.0%
30 days delinquent; 0.0% 60 days delinquent; 0.2% 90+ days
delinquent; 0.0% foreclosure; and 0.8% real estate owned (REO).


FORT DEARBORN: S&P Rates $175 Million Senior Facilities at B
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and its
recovery rating of '2' to Fort Dearborn Co.'s $175 million senior
secured credit facilities.

The senior secured facilities consist of $15 million of U.S., and
$10 million of Canadian, revolving credit facilities, a $125
million U.S. term loan B, and a $25 million Canadian term loan B,
all maturing in 2012.  The 'B' rating is one notch above the
corporate credit rating; this and the '2' recovery rating indicate
that lenders can expect a substantial recovery of principal (70%-
90%) in the event of a payment default.

Fort Dearborn used proceeds from the recently completed facilities
to purchase the assets of Renaissance Mark Holdings Corp., a
competitor in the cut-and-stack labels segment, and to refinance
existing debt.  S&P have withdrawn the ratings on the prior credit
facilities following completion of the transaction.

S&P also affirmed the 'B-' corporate credit rating on Fort
Dearborn.  The rating outlook is stable.  Pro forma for the
transaction, Elk Grove Village, Illinois-based Fort Dearborn had
total debt, including the present value of capitalized operating
leases, of about $200 million at closing.

"The ratings reflect Fort Dearborn's vulnerable business risk
profile incorporating its relatively narrow scope of operations in
the highly fragmented labels segment of the packaging industry,
meaningful customer concentration, risks associated with
integrating a large acquisition, and a highly leveraged financial
profile," said Standard & Poor's credit analyst Liley Mehta.
"These negatives are partially offset by a leading market position
in the cut-and-stack label segment of the label market and long-
standing relationships with key customers."


GMAC 2005-C1: Fitch Puts Low-B Ratings on Five Certificates
-----------------------------------------------------------
Fitch affirms the GMAC 2005-C1 commercial mortgage pass-through
certificates series as:

    -- $6.7 million class A-1 'AAA';
    -- $342.7 million class A-1A 'AAA';
    -- $300 million class A-2 'AAA';
    -- $187.3 million class A-3 'AAA';
    -- $68.1 million class A-4 'AAA';
    -- $157.4 million class A-5 'AAA';
    -- Interest only class X-2 'AAA';
    -- Interest only class X-1 'AAA';
    -- $159.8 million class A-M 'AAA';
    -- $127.8 million class A-J 'AAA';
    -- $34 million class B 'AA';
    -- $12 million class C 'AA-';
    -- $24 million class D 'A';
    -- $16 million class E 'A-';
    -- $16 million class F 'BBB+';
    -- $16 million class G 'BBB';
    -- $20 million class H 'BBB-';
    -- $6 million class J 'BB+';
    -- $6 million class K 'BB';
    -- $8 million class L 'BB-';
    -- $4 million class M 'B+';
    -- $4 million class N 'B'.

Class O is affirmed at 'B-' and has been assigned a Distressed
Recovery rating of 'DR1'. Fitch does not rate the $22 million
class P.

The rating affirmations reflect the ability of the non-rated class
P to absorb expected losses from specially serviced assets. As of
the May 2007 distribution date, the pool's aggregate certificate
balance has decreased 3.5% to $1.54 billion from $1.60 billion at
issuance.

Currently there are six assets (5.4%) in special servicing with
Fitch expecting losses on three. The largest specially serviced
asset (1.7%) is secured by a 1,007-unit parking facility in
Detroit, MI. The loan was transferred to the special servicer
after the borrower failed to make the March 2007 mortgage payment
and indicated that cash flow would no longer support debt service.
This loan is currently over 60-days delinquent. The special
servicer is working with the borrower for a workout strategy;
however, a recent appraisal valuation indicates significant
potential losses.

The second (1.4%) and third (1.2%) largest specially serviced
assets are multifamily properties located in San Marcos and
College Station, TX. The loans on these two assets were originally
made to the same borrower, but are not cross-defaulted. The assets
became real estate owned (REO) in November 2006. Recent appraisal
valuations indicate losses are likely upon the liquidation of
these two assets, which are currently being marketed for sale.

Fitch reviewed two credit assessed loans in the transaction,
General Motors Building (11.7%) and Loews Miami Beach (1.6%). Both
loans maintain their investment grade credit assessments due to
stable performance.

The General Motors Building loan is secured by a 1,905,103-square
foot (sf) office building with a retail component located in
midtown Manhattan, NY. The whole loan comprises six pari-passu A-
notes, of which only the A-4 note is included in this transaction.
Occupancy as of December 2006 increased to 98% from 94% at
issuance.

The Loews Miami Beach loan is secured by a 790-unit full-service
hotel property located in Miami Beach, FL. The whole loan
comprises three pari-passu A-notes, of which only the A-3 note is
included in this transaction. As of year-end 2006, average daily
occupancy increased to 83% from 81% at issuance.


HEXION SPECIALTY: S&P Revises Recovery Ratings on 2nd-Lien Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services revised certain issue and
recovery ratings for Hexion Specialty Chemicals Inc.'s senior
secured debt to reflect the recently announced changes to Standard
& Poor's recovery scale, and some changes to Hexion's senior
secured debt.  The financing consists of about $2.5 billion senior
secured first-lien bank facilities (including proposed add-ons to
its term loan and synthetic letter of credit of $200 million and
$10 million, respectively, that are expected to be funded in mid-
June 2007) and $825 million senior secured second-lien notes.

S&P raised the issue ratings on the first-lien facilities to 'B+'
from 'B', with unchanged recovery ratings of '2', indicating its
expectation of a substantial recovery (70%-90%) in the event of a
payment default.  The issue ratings on the second-lien notes were
raised to 'B' from 'B-' and the recovery rating was revised to '4'
from '3', indicating expectations for an average recovery (30%-
50%) in the event of a default.

The change in the recovery rating for the second-lien notes is
primarily the result of the inclusion of pre-petition interest in
our recovery calculation and the increase in the size of the
first-lien facilities.

The likelihood of default for these issues has not changed and is
reflected in Hexion's corporate credit rating of B/Stable/--.
However, with the introduction of our new issue rating and
notching framework, the secured issue ratings on the first-lien
bank credit facilities and the second-lien notes have been raised
by one notch.

"The ratings on Hexion reflect a highly leveraged financial
profile, a very aggressive financial policy, and a weak business
risk profile as a global manufacturer and marketer of thermoset
resins," said Standard & Poor's credit analyst Paul Kurias.

Ratings List

Hexion Specialty Chemicals Inc.

Corporate credit rating                          B/Stable/--
Senior secured first-lien bank credit facilities B+
  Recovery rating                                 2
Second-lien notes due 2014                       B
  Recovery rating                                 4


HOLLISTON MILLS: Sec. 341(a) Creditors' Meeting Slated for June 29
------------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
will convene a meeting of The Holliston Mills Inc.'s creditors
on June 29, 2007, 9:30 a.m., at Room 2112, U.S. District Court,
844 King Street, in Wilmington, Delaware.

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 officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered 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).  Joseph A.
Malfitano, Esq., Margaret B. Whiteman, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor represent the
Debtor in its restructuring efforts.  Francis A. Monaco Jr., Esq.
at Monzack and Monaco, P.A. is the proposed counsel for the
Official Committee of Unsecured Creditors.


HOLLISTON MILLS: U.S. Trustee Picks 5-Member Creditors' Committee
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appointed five members who will serve in an official committee of
unsecured creditors in The Holliston Mills Inc.'s Chapter 11
case:

   1. Irving R. Boody & Co. Inc.
      Attn: Anthony V. Scocco
      Suite 1515
      50 Broad Street
      New York 10004
      Tel: (212) 947-8300
      Fax: (212) 947-8301

   2. Sun Chemical Corporation
      Attn: Thomas J. Fruth
      5000 Spring Grove Avenue
      Cincinnati, OH 45232
      Tel: (513) 830-8592
      Fax: (732) 694-1136

   3. Air Products and Chemicals Inc.
      Attn: Lynne A. Richardson
      7201 Hamilton Blvd.
      Allentown, PA 18195
      Tel: (610) 481-3077
      Fax: (610) 706-5869

   4. W. Gambyco Inc.
      Attn: Michael Rand Scherer
      Suite 3002
      1400 Broadway
      New York 10018
      Tel: (212) 991-2748
      Fax: (212) 869-3521

   5. Central States, Southeast and Southwest Areas Pension Fund
      and Central States, Southeast and Southwest Areas Health and
      Welfare Fund
      Attn: Brad R. Berliner
      10th Floor
      9377 West Higgins Road
      Rosemont, IL 60018
      Tel: (847) 518-9800 ext 3443
      Fax: (847) 518-9797

Francis A. Monaco Jr., Esq., at Monzack and Monaco, P.A. is the
proposed counsel for the Official Committee of Unsecured
Creditors.

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

Headquartered 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).  Joseph A.
Malfitano, Esq., Margaret B. Whiteman, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor represent the
Debtor in its restructuring efforts.


HOLLISTON MILLS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
The Holliston Mills Inc. delivered to the U.S. Bankruptcy Court
for the District of Delaware, its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets        Liabilities
     ----------------              ------        -----------
     A. Real Property            $2,594,423
     B. Personal Property       $16,456,520
     C. Property Claimed
     D. Creditors Holding
        Secured Claims                           $21,767,896
     E. Creditors Holding
        Unsecured Priority
        Claims                                      $389,116
     F. Creditors Holding
        Unsecured
        Non-priority Claims                       $5,528,107
                                -----------      -----------
        TOTAL                   $19,050,943      $27,685,119

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).  Robert S.
Brady, Esq., at Young Conaway Stargatt & Taylor, represents the
Debtor in its restructuring efforts.


KOOSHAREM CORP: Moody's Junks Rating on Proposed $100 Million Debt
------------------------------------------------------------------
Moody's affirmed the B2 Corporate Family Rating of Koosharem
Corporation (dba SelectRemedy, Select) and assigned a B1 rating to
the proposed $300 million first lien credit facility and a
Caa1 rating to the proposed $100 million second lien credit
facility.

The credit facilities will be used to refinance existing secured
indebtedness, provide financing for the acquisition of Ablest Inc.
and fund a dividend to shareholders of $80 million.  The rating
outlook is stable.

The affirmation of the B2 Corporate Family Rating reflects credit
metrics that are solid for the rating category on a pro forma
basis for the refinancing, dividend and Ablest acquisition.
Although these transactions will add approximately $117 million of
net debt, the ratings are supported by profitability growth and
cost synergies achieved since the
acquisition of RemedyTemp Inc. in June 2006.  The ratings remain
constrained by revenue concentration in California, low barriers
to entry in the industry, pronounced earnings and margin
cyclicality and ongoing integration risks.

Moody's assigned these ratings (assessments):

   -- $50 million 5 year senior secured first lien revolving
      credit facility, B1 (LGD 3, 34%)

   -- $250 million 7 year senior secured first lien term loan B,
      B1 (LGD 3, 34%)

   -- $100 million 7.5 year senior secured second lien term
      loan, Caa1 (LGD5, 86%)

The following rating (assessments) were affirmed:

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

   -- $85 million senior secured first lien revolving credit
      facility due 2012, B1 (LGD3, 37%)- to be withdrawn upon
      the closing of the refinancing

   -- $140 million senior secured first lien term loan due 2012,
      B1 (LGD3, 37%)- to be withdrawn upon the closing of the
      refinancing

   -- $60 million senior secured second lien term loan due 2013,
      Caa1 (LGD5, 89%)- to be withdrawn upon the closing of the
      refinancing

The stable rating outlook anticipates moderate organic revenue
growth and EBITDA margins of 5%-6%. Absent another large
acquisition or dividend, credit metrics are expected to improve
moderately during the next 12-18 months.

Select, headquartered in Santa Barbara, California, is a
privately-held staffing services business with a network of more
than 250 offices in 34 states.  Select offers temporary, temp-to-
hire, and direct placement positions and derives most of its
revenues from the placement of light industrial and clerical
staff.  Revenues for the year ended Dec. 31, 2006 were $857
million.   The combined company expects to provide its services in
35 states, Puerto Rico and Canada, through a network of 220
offices.


KRONOS INC: Shareholders Okay Hellman & Friedman Merger Deal
------------------------------------------------------------
Kronos(R) Incorporated disclosed Friday that shareholders voted to
approve the merger agreement providing for the acquisition of
Kronos by entities affiliated with Hellman & Friedman Capital
Partners VI, L.P., a private equity investment firm.

Investing alongside Hellman & Friedman is JMI Equity, a private
equity firm focused on the software and business services
industries.

The vote was conducted at a special meeting of Kronos shareholders
held last June 8, 2007 at the offices of Wilmer Cutler Pickering
Hale and Dorr LLP in Boston, Massachusetts.

Based on the preliminary tally of shares voted, the number of
shares that voted to approve the merger agreement represents
approximately 79% of the total number of shares of Kronos common
stock outstanding and entitled to vote as of the close of business
on April 30, 2007, the record date for the special meeting.

The proposed merger, disclosed on March 23, 2007, and is expected
to close today, June 11, 2007, subject to the satisfaction or
waiver of the conditions set forth in the merger agreement.

Under terms of the merger agreement, shareholders will receive
$55.00 per share in cash for each share of Kronos common stock
held or a total transaction value of approximately $1.8 billion.

Kronos Incorporated -- http://www.kronos.com-- (Nasdaq: KRON)
pProvides software and services that enable organizations to
reduce costs, increase productivity, improve employee
satisfaction, and ultimately enhance the level of service they
provide.  Kronos serves customers in more than 50 countries
through its network of offices, subsidiaries, and distributors.
The company offers its products primarily in the United States,
Canada, Mexico, the United Kingdom, Australia, and New Zealand.

                       *     *     *

As reported in the Troubled Company Reporter on May 21, 2007,
Moody's Investors Service assigned Kronos, Inc. a first time B2
corporate family rating and a stable rating outlook.  Moody's also
assigned a first time Ba3 rating to the company's first lien
credit facilities ($665 million term loan, due 2014, and $60
million revolving credit facility, expires 2013); and a Caa1
rating to its $390 million second lien term loan, due 2015.


LEHMAN ABS: Moody's Rates Classes M10 & M11 Certs. at Low-B
-----------------------------------------------------------
Moody's Investors Service assigned provisional ratings to
certificates issued by Lehman ABS Mortgage Loan Trust
2007-1.

The complete provisional rating actions are:

   * Lehman ABS Mortgage Loan Trust 2007-1

   * Mortgage Pass-Through Certificates, Series 2007-1

                  Class  1-A1, Assigned (P)Aaa
                  Class  2-A1, Assigned (P)Aaa
                  Class  2-A2, Assigned (P)Aaa
                  Class  2-A3, Assigned (P)Aaa
                  Class  2-A4, Assigned (P)Aaa
                  Class  M1, Assigned (P)Aa1
                  Class  M2, Assigned (P)Aa2
                  Class  M3, Assigned (P)Aa3
                  Class  M4, Assigned (P)A1
                  Class  M5, Assigned (P)A2
                  Class  M6, Assigned (P)A3
                  Class  M7, Assigned (P)Baa1
                  Class  M8, Assigned (P)Baa2
                  Class  M9, Assigned (P)Baa3
                  Class  M10, Assigned (P)Ba1
                  Class  M11, Assigned (P)Ba2

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


MANITOWOC COMPANY: Wants to Redeem 10-1/2% Senior Notes
-------------------------------------------------------
The Manitowoc Company Inc. will redeem its 10-1/2% Senior
Subordinated Notes due 2012, effective Aug. 1, 2007.

As set forth in the indenture for the notes, Manitowoc will pay
holders 105.25% of the principal amount plus accrued and unpaid
interest up to the redemption date.  The company will redeem all
of the notes for approximately $129 million, including interest
payments and related costs.

At Dec. 31, 2006, the notes represented $113.8 million of the
company's $264.3 million in long-term debt.  The notes were issued
in August 2002 in conjunction with the company's acquisition of
Grove Investors, Inc.

The Bank of New York, trustee for the issue, will redeem notes at
its offices in New York.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company Inc.
(NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks.  As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry.  In addition, the company is a leading
provider of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.

                         *     *     *

The Manitowoc Company Inc. carries Moody's Investors Service 'Ba3'
Corporate Family Rating and 'Ba3' Senior Unsecured Debt Rating.


MEDCATH HOLDINGS: Ongoing Debt Repayments Cue S&P's Pos. Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Charlotte, North Carolina-based hospital operator MedCath Holdings
Corp. to positive from stable.  S&P also affirmed the ratings on
the company, including the 'B+' corporate credit rating.  The
company had $208 million in debt outstanding as of March 31, 2007.

"The outlook revision reflects MedCath's ongoing debt repayments,
and operating improvements aided by a solid increase in adjusted
admissions, revenues per admission, and better cost control,"
explained Standard & Poor's credit analyst David Peknay.  "With a
new senior management team in place, greater clarity on
reimbursement over the next year, and the company taking steps to
improve its business portfolio, the company, in S&P's view, is
better positioned to address still-significant industry
challenges."

The low-speculative-grade rating on MedCath, an operator of
primarily specialty cardiovascular care hospitals, reflects the
reimbursement risk associated with a narrow focus in a highly
competitive business, the geographic concentration of a small
portfolio of 11 hospitals, and regulatory issues that could change
the company's prospects.  These concerns are only partially
mitigated by MedCath's relatively well-established presence in its
markets.

With more stable reimbursement for the time being, healthy cash
reserves, and manageable debt maturities through 2010, MedCath's
financial profile may not change much from current levels.  This
is because the company should be able to fund its capital
expenditures, including growth initiatives, using more of its cash
reserves.  Lease-adjusted debt to EBITDA, which was 3.9x as of
Sept. 30, 2006, is now in the 2.0-2.5x range, as earnings improved
and cash balances have been used to reduce debt.


MIDWEST LUMBER: Selling 2 Indiana Facilities at June 15 Auction
---------------------------------------------------------------
Midwest Lumber and Dimension Inc. will auction off its office and
warehouse facilities in Jefferson and Bremen, Indiana at 5:00 p.m.
on June 15, 2007.

The auction will be held at the offices of Hostetler & Kowalik,
at Suite 2100, 101 West Ohio Street, in Indianapolis, Indiana.

The Jefferson, Indiana property has a floor area of about 24,000
square feet situated on about 3.4 acres of land area.  It
currently serves as Midwest Lumber's corporate headquarters.  The
Bremen, Indiana property is about 66,510 square feet floor area on
9.2 acres of land.

The servicer of the auction is Tranzon Asset Advisors.  For more
information, contact:

      Steve Cooney, CAI
      License Number: AU10000242
      (270) 769-0284

Midwest Lumber and Dimension Inc. in Jeffersonville, Indiana --
http://www.midwestlumber.com/-- operates a centralized lumber
mill and produces wooden dimension products including sanded
strips, resawn lumber, S4S blanks, mouldings and panels, as well
as kiln-dried lumber including S2S blanks and rough lumber.  The
company filed for chapter 11 protection on Oct. 24, 2006 (Bankr.
S.D. In. Case No. 06-91630).  David M. Cantor, Esq. at Seiller
Waterman LLC, 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.


MORGAN STANLEY: Moody's Rates Class B-4 Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Morgan Stanley ABS Capital I Inc. Trust
2007-HE6, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Decision One (46.03%) and WMC
(53.97%) originated, fixed-rate and adjustable-rate subprime first
and second lien mortgage loans acquired by Morgan Stanley Mortgage
Capital Inc.  The ratings are based primarily on the credit
quality of the loans and on protection against credit losses by
subordination, overcollateralization, and excess spread.  The
ratings also benefit from an interest rate
swap and interest rate cap between the trust and Morgan Stanley
Capital Services Inc.  Moody's expects collateral losses to range
from 5.80% to 6.30%.

Saxon Mortgage Services, Inc. and Countrywide Home Loans
Servicing LP will service the mortgage loans. Wells Fargo Bank,
National Association, will act as master servicer.  Moody's has
assigned Saxon its servicer quality rating of SQ2+ as a servicer
of subprime residential mortgage loans.  Moody's has assigned
Wells Fargo Bank, National Association, its top servicer quality
rating of SQ1 as a master servicer of residential mortgage loans.

The complete rating actions are:

   * Morgan Stanley ABS Capital I Inc. Trust 2007-HE6

   * Mortgage Pass-Through Certificates, Series 2007-HE6

                   Class  A-1, Assigned Aaa
                   Class  A-2, Assigned Aaa
                   Class  A-3, Assigned Aaa
                   Class  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  B-1, Assigned Baa1
                   Class  B-2, Assigned Baa2
                   Class  B-3, Assigned Baa3
                   Class  B-4, Assigned Ba1


N.C.P. MARKETING: Chapter 11 Trustee Wants Case Converted
---------------------------------------------------------
Jeri Coppa-Knudson, the Chapter 11 Trustee appointed in N.C.P.
Marketing Group Inc. and its debtor-affiliate Tae Bo Retail
Marketing Inc.'s bankruptcy cases, asks the U.S. Bankruptcy Court
for the District of Nevada, to convert the Debtors case to a
Chapter 7 liquidation proceeding.

The Trustee cites these reasons for the conversion:

    (1) continuing loss to or diminution of the estate and absence
        of a reasonable likelihood of rehabilitation;

    (2) the inability to effectuate a plan; and

    (3) unreasonable delay by the Debtors prejudicial to the
        interests of creditors;

                 Prior Conversion Request Denied

As reported in the Troubled Company Reporter on July 19, 2006, the
Court had denied the request of creditors Billy Blanks, Gayle
Blanks and BG Star Productions, Inc., to convert the Debtors' case
under Chapter 7.  The creditors claimed that reorganization was
unattainable in the Debtors' case and a conversion would prevent
further loss and delay to creditors and end the continued
diminution of the Debtors' estate.

                       About N.C.P. Marketing

Headquartered in North West Canton, Ohio, N.C.P. Marketing Group,
Inc. is an infomercial producer and global marketer of the
platinum award-winning original Billy Blanks' Tae-Bo Video
Library.  The Debtor and its affiliate, Tae Bo Retail Marketing,
Inc., filed for chapter 11 protection on April 13, 2004 (Bankr.
Nev. Case No. 04-51071).  Jeffrey Baddeley, Esq., at Spangenberg
Shibley & Liber LLP and Jennifer A. Smith, Esq., at Lionel Sawyer
& Collins represent the Debtors in their restructuring efforts.
No Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtors filed for protection from their
creditors, it estimated assets and debts between $10 million to
$50 million.

On March 23, 2007, Jeri Coppa-Knudson was appointed as the Chapter
11 Trustee to oversee the Debtors' estates. Jeffrey L. Hartman,
Esq., at Hartman & Hartman, represents the chapter 11 trustee.


NORD RESOURCES: Completes Offering of Special Warrants
------------------------------------------------------
Mr. Ronald A. Hirsch, Chairman of the Board of Directors of Nord
Resources Corporation disclosed that on June 6, 2007 that the
company completed an offering of 30,666,700 special warrants of
Nord at a price of $0.75 per Special Warrant for aggregate gross
proceeds of approximately $23 million.

The offering was effected on a private placement basis using a
Canadian broker as lead agent on a best efforts basis, subject to
a minimum subscription level of $20 million.  Each Special Warrant
is convertible into one share of Nord's common stock and one-half
of one common stock purchase warrant for no additional
consideration.  Each Warrant, when issued, will entitle the holder
to purchase one additional share of Nord's common stock for a
period of five years following the date of closing of the private
placement at a price of $1.10 per share.

Under the terms of the offering, Nord is required to:

    (i) file and obtain a receipt for a Canadian non-offering
        prospectus to qualify the issuance of the Shares, the
        Warrants and the Warrant Shares in Canada, and

   (ii) file a registration statement under the United States
        Securities Act of 1933 in order to register the resale of
        the Shares and the Warrant Shares in the United States.

The conversion of the Special Warrants into Shares and Warrants is
anticipated to take place upon a final receipt being issued for a
Canadian prospectus.  If Nord fails to obtain a receipt for a
final Canadian prospectus and effectiveness of the U.S.
registration statement within 180 days following the closing date
of the offering, Nord will be liable for a liquidity incentive
payment to the investors equal to 1% per month (pro-rated),
subject to a maximum liquidity incentive payment equal to an
aggregate of 12% of the gross proceeds of the offering.

The proceeds of the financing will be applied to the re-activation
of the Company's Johnson Camp Mine, payment of certain outstanding
debt (including related party debt of approximately $2,950,000),
general corporate purposes and the satisfaction of the condition
precedent to Nord's previously announced proposed $25 million
credit facility with Nedbank Limited.

The offering of the Special Warrants was completed in the United
States pursuant to exemptions from the registration requirements
of the 1933 Act and outside of the United States to non-U.S.
investors in accordance with Regulation S of the 1933 Act.
Neither the Special Warrants, the Shares, the Warrants nor the
Warrant Shares have been registered under the 1933 Act and may not
be offered or sold in the United States absent registration or an
exemption from the registration requirements of the 1933 Act.

                     About Nord Resources

Based in Tucson, Ariz., Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/ -- is an emerging copper
producer, which controls a 100% interest in the Johnson Camp SX-EW
copper project in Arizona.  Nord's near term objective is to
resume mining and leaching operations at the Johnson Camp mine,
which has been on care and maintenance status since August 2003.
Nord has decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.


NORD RESOURCES: March 31 Balance Sheet Upside-Down by $6.2 Million
------------------------------------------------------------------
Nord Resources Corp. reported a net loss of $55,483 for the first
quarter ended March 31, 2007, compared with a net loss of
$2,055,786 for the same period ended March 31, 2006.

The company did not have any sales during the three months ended
March 31, 2007, and 2006, due to the fact that the Johnson Camp
Mine was on a care and maintenance program during these periods.

The decrease in net loss between these periods is primarily
related to a reduction in operating costs and interest expenses,
and the increase in miscellaneous income associated with the PDM
Settlement Agreement.

At March 31, 2007, the company's balance sheet showed $3,954,645
in total assets and $10,160,284 in total liabilities, resulting in
a $6,205,639 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1,307,479 in total current assets
available to pay $9,902,769 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?20bf

                       Going Concern Doubt

Mayer Hoffman McCann PC, in Denver, raised substantial doubt about
Nord Resources Corporation's ability to continue as a going
concern citing significant operating losses after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The company incurred a net loss of $6.3 million and
$3.1 million during the years ended Dec. 31, 2006, and 2005,
respectively.

                     About Nord Resources

Based in Tucson, Ariz., Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/ -- is an emerging copper
producer, which controls a 100% interest in the Johnson Camp SX-EW
copper project in Arizona.  Nord's near term objective is to
resume mining and leaching operations at the Johnson Camp mine,
which has been on care and maintenance status since August 2003.
Nord has decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.


PREMIERE PUBLISHING: March 31 Balance Sheet Upside-Down by $1.4MM
-----------------------------------------------------------------
Premiere Publishing Group Inc. reported a net loss of $528,766 on
revenues of $771,557 for the first quarter ended March 31, 2007,
compared with a net loss of $90,886 on revenues of $826,984 for
the same period ended March 31, 2006.

Results for the quarter ended March 31, 2007, included a $170,947
expense related to the decrease in fair value of the beneficial
conversion feature and the warrant liability of the convertible
debentures issued in October and November 2006 totaling $460,000
and the convertible debenture in the amount of $20,000 in February
2007.

At March 31, 2007, the company's balance sheet showed $1,523,623
in total assets and $2,934,233 in total liabilities, resulting in
a $1,410,619 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1,296,963 in total current assets
available to pay $2,646,372 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?20bd

                      Going Concern Doubt

Gruber and Company LLC, in Lake Saint Louis, Missouri, expressed
about Premiere Publishing Group Inc.'s ability to continue as a
going concern after auditing the company's balance sheet at
Dec. 31, 2006.  The auditing firm pointed to the company's
significant and ongoing operating losses.

                   About Premiere Publishing

Premiere Publishing Group (OTC BB: PPBL) and (OTC BBoard: PPBLE)
-- http://www.ppgmedia.com/-- through its wholly owned
subsidiaries Sobe Life LLC and Poker Life Magazine LLC, publishes
Trump Magazine and Poker Life Magazine.  Trump Magazine is a
quarterly magazine that chronicles the people and places that
shape its readers' lives from the perspective of a 21st Century
business and pop culture icon, Donald Trump.  Poker Life Magazine
is a national magazine that focuses on the popular game of poker
and the lifestyle surrounding it.


QUALITY HOME: S&P Withdraws Ratings at Company's Request
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Riverside, New Jersey-based Quality Home Brands Holdings LLC at
the company's request.

Ratings List

Not Rated Action; Outlook Action

Quality Home Brands Holdings LLC

                             To          From
                             --          ----
Corporate Credit Rating     NR/--       B/Stable/--
Senior Secured
  Local Currency             NR          B
Second-Lien Term Loan       NR          CCC+


QWEST CORP: S&P Upgrades Rating on Senior Unsecured Debt
--------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on
Denver-based Qwest Corp.'s senior unsecured debt by one notch to
'BBB-' from 'BB+'.  The upgrade follows the introduction of our
new secured issue rating framework, which now incorporates
recoveries in all secured issue-level ratings.

Qwest Corp. is a wholly owned local telephone operating subsidiary
of Qwest Communications International Inc.  Although the Qwest
Corp. debt is unsecured, its issue rating has been raised because
it is structurally senior to Qwest Communications International's
$850 million secured revolving credit facility, whose rating was
today raised to 'BBB-', two notches above the corporate credit
rating, from 'BB+', in line with S&P's new methodology.

The Qwest Corp. unsecured debt is structurally senior to Qwest
Communications International's revolving credit facility because
the latter is only secured by a first-lien pledge of stock, but
not the assets, of Qwest Corp., with no upstream guarantee from
Qwest Corp.

The likelihood of default for the senior unsecured debt is
reflected in the corporate credit rating on Qwest Corp. of
BB/Stable/--, which has not changed.  However with the
introduction of our new issue rating framework, which now
incorporates recoveries in all secured issue-level ratings, the
issue ratings on the structurally senior unsecured debt at Qwest
Corp. and the secured revolving credit facility at Qwest
Communications International Inc., have been raised one notch to
reflect the recovery prospects.

Ratings List

Qwest Corp.
Corporate Credit Rating       BB/Stable/--

Rating Raised
                               To        From
                               --        ----
  Senior Unsecured Debt        BBB-      BB+


RESIDENTIAL REINSURANCE: S&P Puts Low-B Ratings on Five Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that on June 1, 2007, it
assigned senior secured debt ratings to five classes of variable
rate notes issued by Residential Reinsurance 2007 Ltd.:

     -- $145 million Class 1 Series 2007-1 variable-rate notes
        due June 7, 2010, rated 'BB'.

     -- $125 million Class 2 Series 2007-1 variable-rate notes
        due June 7, 2010, rated 'B'.

     -- $75 million Class 3 Series 2007-1 variable-rate notes due
        June 7, 2010, rated 'B'.

     -- $155 million Class 4 Series 2007-1 variable-rate notes
        due June 7, 2010, rated 'BB+'.

     -- $100 million Class 5 Series 2007-1 variable-rate notes
        due June 7, 2010, rated 'BB+'.

The notes are the initial offerings under Res Re 2007's variable-
rate note program.  Res Re 2007 is a Cayman Islands exempted
company licensed as a Class B insurer in the Cayman Islands.
United Services Automobile Assoc. (USAA; AAA/Stable/--), a
reciprocal interinsurance exchange domiciled in Texas and the
ceding insurer, as well as some of its affiliated companies have
entered into five reinsurance agreements with Res Re 2007.  The
purpose of issuing the notes and entering into the reinsurance
agreements is to provide USAA with a source of indemnified multi-
year reinsurance capacity.

"The ratings on the notes are based on the probability of
attachment for each class as modeled by AIR Worldwide Corp.,"
explained Standard & Poor's credit analyst Gary Martucci.  The
annualized probability of attachment, based on the sensitivity
analysis, for the Class 1 notes is 1.61%; Class 2, 3.66%; Class 3,
5.37%; Class 4, 0.80%; and Class 5, 1.40%.  The probability of
attachment for each class will be reset annually to maintain a
modeled trigger probability equal to or less than the initial
modeled probability of attachment.

The risk period for the notes will begin at 12:00 a.m. the day
after closing and end on May 31, 2010.

The reinsurance agreement, which is effectively supported by the
proceeds from the issuance of the notes, will provide USAA with a
source of indemnified catastrophe coverage for hurricanes in
Alabama, Arkansas, Connecticut, Delaware, District of Columbia,
Florida, Georgia, Hawaii, Louisiana, Kentucky, Maine, Maryland,
Massachusetts, Mississippi, New Hampshire, New Jersey, New York,
North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South
Carolina, Tennessee, Texas, Vermont, Virginia, and West Virginia
and for earthquakes in all 50 states and the District of Columbia
over a three-year risk period.

To date, the combined total of the five classes is the largest
single offering by a primary insurance company of natural
catastrophe cat bonds rated by Standard & Poor's.


RUMFORD ENERGY: Has Until July 20 to File Additional Documents
--------------------------------------------------------------
The Hon. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire gave Rumford Energy LLC more time to
retrieve documents confiscated by the state attorney general's
office, Lisa Arsenault of the Concord Monitor reports.

The Debtor has until July 20, 2007, to get the files and submit
the remaining documents to the Court.

According to the report, the Debtor had ask for more time to
complete its bankruptcy filings citing the need to recover
documents.  The attorney general's office had seized the documents
pursuant to an investigation whether the Debtor broke the law when
it closed, the report adds.

As previously reported, the Debtor closed in April giving rise to
more than 400 customer complaints.

The Monitor also discloses that a Section 341(a) meeting is
scheduled at 10:00 a.m. on June 22.

Headquartered in Concord, New Hampshire, Rumford Energy LLC --
http://www.rumfordenergy.com/-- is a heating and cooling company,
specializing in indoor comfort and air quality.  The company filed
for Chapter 7 on May 15, 2007 (Bankr. D. N.H. Case No. 07-11011).


SAI HOLDING: Exclusive Plan Filing Period Extended Until August 6
-----------------------------------------------------------------
The Honorable Mary Ann Whipple of the United States Bankruptcy
Court for the Northern District of Ohio extended SAI Holdings
Limited and its debtor-affiliates' exclusive period to:

     a. file a Chapter 11 plan until Aug. 6, 2007; and
     b. solicit acceptances of that plan to Oct. 8, 2007.

The Debtors tell that it is currently negotiating with Sandusky
Acquisition Holding LLC regarding the terms of the purchase
agreement on the sale of substantially all of its assets.

Headquartered in Butner, N.C., SAI Holdings Ltd. manufactures and
retails vinyl-coated upholstery fabrics.  The company filed for
Chapter 11 protection on November 8, 2006 (Bankr. N.D. Ohio
Case No. 06-33227).  Its debtor-affiliates, Athol Manufacturing
Corp. (Bankr. Case No. 06-33228) and Sandusky, Ltd. (Bankr. Case
No. 06-33229) filed for separate chapter 11 petitions on that same
date.  Ronald E. Gold, Esq. and Douglas L. Lutz, Esq., at Frost
Brown Todd LLC represent the Debtors in their restructuring
efforts.  Jason W. Bank, Esq., in Bloomfield Hills, Michigan
serves as counsel to the Official Committee of Unsecured
Creditors.  In their schedules, the Debtors listed total
assets of $4,764,538 and total liabilities of $23,291,638.


SAI HOLDINGS: Wants Court's OK to Hire DoveBid Inc. as Auctioneers
------------------------------------------------------------------
SAI Holdings Ltd. and its debtor-affiliates ask the United States
Bankruptcy Court for the North District of Ohio to retain DoveBid
Inc. as their auctioneers.

The Debtors tell the Court that they will not pay DoveBid a
commission.  However as compensation, DoveBid will charge each
successful bidder a standard buyer's premium of 15% of the sales
price of each asset sold in addition to the purchase price as bid,
with an additional 1% payable by any purchaser electing to pay via
credit card.

DoveBid will remit to the Debtors from those sums collected as
buyer's premium a sum equal to 5% of the gross proceeds collected
from purchasers participating online and 6% of the gross proceeds
collected from purchasers participating on-site.  In addition, the
Debtors have agreed to:

     (i) provide Dovebid an allowance towards certain advertising
         and marketing expenses;

    (ii) reimburse DoveBid for pre-approved actual out-of-pocket
         labor expenses; and

   (iii) reimburse DoveBid for actual and reasonable travel and
         miscellaneous out-of-pocket expenses in the form of
         auction allowance.  The auction allowance will not exceed
         $75,000, and will be deducted from the gross proceeds and
         paid to DoveBid following the auction.

The Debtors and DoveBid acknowledge that a certain portion of the
Debtors' assets are subject to a first priority security interest
in favor of GECC, and agree that the minimum bid for the GECC
assets will be $900,000, plus the buyer's premium.  However,
DoveBid may accept a selling price as low as $783,000 for the
GECC Assets provided that DoveBid contribute that portion of
DoveBid's share of the buyer's premium collected necessary to
bring GECC's realization with respect to the GECC Assets to
$900,000.

In the event that DoveBid receives offers prior to the auction and
the Debtors determine that a privately negotiated sale is more
appropriate, DoveBid and the Debtors will submit the offers and
recommendations for approval.

If the Debtors consummate the sale of substantially all of the
assets prior to the date of the auction, the Debtors may terminate
the agreement provided the Debtors:

     (a) reimburse DoveBid for all actual and documented expenses
         incurred through the date of the termination not to
         exceed $75,000; and

     (b) pay DoveBid a termination fee in the amount of
         (i) $90,000 if the cancellation occurs more than two
         weeks prior to the date of the auction or (ii)
         $180,000 if the cancellation occurs within two weeks
         prior to the date of the auction.  The Debtors agree to
         pay the expenses and termination fee within 10 business
         days following consummation of the sale including
         payment thereof and receipt of DoveBid's invoice.

In the event that not all assets are purchased prior to the
auction, an auction sale of the remaining assets is still
commercially practicable in DoveBid's sole discretion.  DoveBid
will permit withdrawals provided the Debtors pay DoveBid a
withdrawal fee, prior to the date of the auction, equal to 10% of
the anticipated auction selling prices of the withdrawn assets.

The Debtors believe that the employment of DoveBid is in the best
interests of the Debtors and their estates.

The firm can be reached at:

         Nicholas Jimenez
         DoveBid Inc.
         200 Corporate Pointe, Suite 300
         Culver City, CA 90230
         Telephone: (1-310) 775-6700
         Fax: (1-310) 775-6800
         http://www.dovebid.com/

Headquartered in Butner, North Carolina, SAI Holdings Ltd.
manufactures and retails vinyl-coated upholstery fabrics.  The
company filed for Chapter 11 protection on Nov. 8, 2006 (Bankr.
N.D. Ohio Case No. 06-33227).  Its debtor-affiliates, Athol
Manufacturing Corp. (Bankr. Case No. 06-33228) and Sandusky, Ltd.
(Bankr. Case No. 06-33229) filed for separate chapter 11 petitions
on that same date.  Ronald E. Gold, Esq. and Douglas L. Lutz,
Esq., at Frost Brown Todd LLC represent the Debtors in their
restructuring efforts.  Jason W. Bank, Esq., in Bloomfield Hills,
Michigan serves as counsel to the Official Committee of Unsecured
Creditors.  In their schedules, the Debtors listed total assets of
$4,764,538 and total liabilities of $23,291,638.


SAMARITAN HOSPITAL: Court Okays Sale to UK HealthCare
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
last week approved the sale of Samaritan Alliance, L.L.C., dba
Samaritan Hospital's assets to UK HealthCare.  UK Healthcare is
owned by the University of Kentucky.

At a release posted on its website, UK HealthCare says that the
hospital will be renamed UK HealthCare-Good Samaritan.

According to Dr Michael Karpf, executive vice president of health
affairs for the University of Kentucky, the transaction is
expected to be completed by July 1, 2007.

Mr. Karpf says that a team of administrators at UK HealthCare and
Samaritan already have been working on transition issues which
includes the use of beds and transition of employees between the
two hospitals

"We are extremely pleased to receive approval from the court to
move forward with this important transaction," Mr. Karpf said.
"This move is important for UK HealthCare.  It's important for
Samaritan and it's important in terms of ensuring the continued
presence of a trusted health care provider for downtown and north
Lexington."

Based in Lexington, Kentucky, Samaritan Alliance, L.L.C., dba
Samaritan Hospital, provides a range of health and wellness
services.  The company and its affiliates filed for chapter 11
protection on April 16, 2007 (Bankr. E.D. Ky. Case No. 07-50735).
When the Debtors filed for protection from their creditors, they
listed total assets of $21,054,795 and total debts of $25,645,512.


SAMARITAN HOSPITAL: Court OKs Bunch & Brock as Bankruptcy Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the Easter District of
Kentucky gave Samaritan Alliance LLC dba Samaritan Hospital and
its debtor-affiliates, permission to employ Bunch & Brock, as
their counsel.

Bunch & Brock is expected to render legal services relating to the
Debtors' day-to-day bankruptcy administration and issues that
arise out of the Debtors' business operations.

Documents filed with the Court did not disclose the firm's
compensation rates.

W. Thomas Bunch II, Esq., assures the Court that the firm does not
hold any interest adverse to the Debtors' estate and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Based in Lexington, Kentucky, Samaritan Alliance, L.L.C., dba
Samaritan Hospital, provides a range of health and wellness
services.  The company and its affiliates filed for chapter 11
protection on April 16, 2007 (Bankr. E.D. Ky. Case No. 07-50735).
When the Debtors filed for protection from their creditors, they
listed total assets of $21,054,795 and total debts of $25,645,512.


SAMARITAN HOSPITAL: Gess Mattingly Approved as General Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the Easter District of
Kentucky gave Samaritan Alliance LLC dba Samaritan Hospital and
its debtor-affiliates, permission to employ Gess, Mattingly &
Atchinson P.S.C., as their general legal counsel.

The firm is expected to provide general, day-to-day non-bankruptcy
legal services relating to the day-to-day business operations of
the Debtors' case, including personnel matters, employment law,
health law interpretation.

The Debtors tells the Court that the firm's attorneys will not be
involved in the Debtors' bankruptcy case other than referrals of
legal matters from the Debtors' counsel.

The Debtor tells the Court that it paid $15,885 for professional
services to the firm.

Joseph H. Miller, Esq., an attorney of the firm, bills $250 per
hour for this engagement.

Mr. Miller assures the Court that he does not any interests
adverse to the Debtors' estate and is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code.

Mr. Miller can be reached at:

     Joseph H. Miller, Esq.
     Gess Mattingly & Atchison P.S.C.
     201 West Short Street Lexington, KY 40507-1269
     Tel: (859) 252-9000
     Fax: (859) 233-4269
     http://www.gmalaw.com/

Based in Lexington, Kentucky, Samaritan Alliance, L.L.C., dba
Samaritan Hospital, provides a range of health and wellness
services.  The company and its affiliates filed for chapter 11
protection on April 16, 2007 (Bankr. E.D. Ky. Case No. 07-50735).
When the Debtors filed for protection from their creditors, they
listed total assets of $21,054,795 and total debts of $25,645,512.


SELECT MEDICAL: Cancels Stock Purchase Agreement with Nexus Health
------------------------------------------------------------------
Select Medical Corporation and Nexus Health Systems Inc. have
mutually agreed to terminate the Stock Purchase Agreement entered
on March 26, 2007, pursuant to Select acquiring the business of
Nexus.

Select Medical has signed a definitive agreement to acquire the
business of Nexus Health for approximately $49 million in cash
plus the assumption of a capital lease.  The purchase price is
subject to adjustment based on Nexus's net working capital, cash
and indebtedness.

                      About Nexus Health

Headquartered in Houston, Texas, Nexus Health Systems Inc. --
http://www.nhsltd.com/-- provides medical services in the
residential and medical specialty fields.  HealthBridge Children's
Hospital in Orange, California is a pediatric facility licensed as
an acute care pediatric hospital to accommodate both acute care
pediatric needs and long-term sub-acute care.  HealthBridge
Children's Hospital in Houston, Texas is a pediatric specialty
hospital.  Nexus Specialty Hospital is a long-term acute care
hospital in Shenandoah, Texas, with a satellite campus in The
Woodlands, Texas.  Touchstone Neurorecovery Center, located in
Conroe, Texas, offers neurobehavioral rehabilitation programs
designed to meet the behavioral, vocational and community re-entry
needs of residents with brain and other neurological injuries.

                    About Select Medical

Select Medical Corporation -- http://www.selectmedicalcorp.com/--
is an operator of specialty hospitals in the United States.
Select operates 89 long-term acute care hospitals in 26 states.
Select operates three acute medical rehabilitation hospitals in
New Jersey.  Select is also a leading operator of outpatient
rehabilitation clinics in the United States, with more than 1,100
locations in 37 states and the District of Columbia. Select also
provides medical rehabilitation services on a contract basis at
nursing homes, hospitals, assisted living and senior care centers,
schools and worksites.

                           *     *     *

As reported in the Troubled Company Reporter on March 15, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
specialty hospital operator Select Medical Corp. (B/Negative/--).
The affirmation follows the company's increase in the size of its
senior secured term loan B by $100 million, to $670 million and
includes the 'B+' bank loan rating and '1' recovery rating on the
loan.


SERVICEMASTER CO: S&P Rates $3.35 Billion Senior Facilities at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on The ServiceMaster Co. to 'B' from 'BB+'.

At the same time, Standard & Poor's lowered its rating on
ServiceMaster's existing senior unsecured debt to 'CCC+' from
'BB+', reflecting its junior position relative to the firm's new
secured debt.  All ratings were removed from CreditWatch, where
they were originally placed with negative implications on Nov. 28,
2006, following the company's board of directors' decision to
explore strategic alternatives to maximize shareholder value.  The
rating outlook is negative.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to ServiceMaster's proposed $3.35 billion senior secured
credit facilities, consisting of a:

    * $500 million revolver,
    * $2.65 billion term loan, and
    * $200 million synthetic letter of credit facility.

The facilities were rated 'B+' with a recovery rating of '2',
indicating the expectation for substantial (70%-90%) recovery in
the event of a payment default.  These ratings are based on
preliminary documentation and are subject to revision upon receipt
and review of final documentation.

The ratings on ServiceMaster reflect its very highly leveraged
financial profile following its pending acquisition by an
investment group led by Clayton, Dubilier & Rice Inc. for about
$5.6 billion, which will result in pro forma total debt to EBITDA
exceeding 9x at closing and significant cash flow requirements to
fund interest.  Ratings support is provided by ServiceMaster's
good business positions in its fragmented and competitive end
markets, which have translated into good cash flow generation from
a fairly diverse portfolio of services, despite some exposure to
weather conditions in two of three of its key businesses.

"We expect operating performance to gradually improve over the
next few years through continued improvement in retention rates,
productivity savings from functional support areas resulting from
completing the company's restructuring project, and cost savings
from consolidating its Memphis headquarters," said Standard &
Poor's credit analyst Jean Stout.  "Nevertheless, leverage is very
high following the buyout."


SILVERWING ENERGY: Gets Extension on Tomahawk Agreement to Dec. 31
------------------------------------------------------------------
Silverwing Energy Inc. has obtained an extension to the Tomahawk
Farmin Agreement to Dec. 31, 2007 from Canadian Natural Resources
Limited and Imperial Oil Resources.

Silverwing was required, to obtain the extension, to provide
payment to CNRL and IOR of $500,000 in consideration of the Farmin
Agreement extension and place an additional $11,100,000 in an
escrow account.  The Escrow Funds can be drawn down on a pro-rata
basis as Silverwing meets the drilling commitments under the
Farmin Agreement in 2007.

The company disclosed that the funds to meet the Escrow Funds
condition and the Extension Fee condition have been secured from
Quest Capita Corp., in the form of a secured credit facility

The terms of the Credit Facility was revised to increase the
facility to $13 million from $12 million and proportionately
increase the Quest standby fee and non-refundable bonus payment to
$1,105,000 payable in common shares of Silverwing.  The Silverwing
Shares were priced at $0.30 per share which is the anticipated
price of the Units to be sold under the Equity Offering noted
below.  3,400,000 Silverwing Shares were issued to Quest at the
closing of the Credit Facility and the remaining 283,333
Silverwing Shares will be issued on June 13, 2007.  In the event
that the price of the Units sold pursuant to the Equity Offering
is below $0.30 per Unit, Silverwing has agreed to issue to Quest
such additional Silverwing Shares as is necessary to make the
total value of Silverwing Shares issued equal to $1,105,000.

After the issuance of the aggregate 3,683,333 Silverwing Shares to
Quest pursuant to the foregoing, Quest will hold 9.8% of the
issued and outstanding shares of Silverwing.  As consideration for
arranging the Credit Facility, Jacob & Company Securities Inc.
will receive $325,000 as a corporate finance fee.

Approximately $1,000,000 of the Credit Facility funds will be paid
to National Bank of Canada, Silverwing's primary lender, as a
reduction of their outstanding credit facility with National Bank
in order to keep Silverwing onside of its financial covenants
under the National Bank facility.  The remaining $75,000 will be
used by Silverwing for outstanding trade payables.

Marketing initiatives for the equity financing efforts are
continuing to progress well.  The corporation intends to use the
proceeds of the Equity Offering, net of fees and expenses, to
pursue its development and exploration program in the Tomahawk
area of Alberta to fund working capital and to fully repay the
Credit Facility.

The special committee of the board of directors of Silverwing
composed of Drew Tumbach, Robert Wagemakers and Geoff Waterman,
each of whom is free from any interest in the Equity Offering or
the Credit Facility and is unrelated to any of the parties
involved in the Equity Offering or the Credit Facility, further
recommended that the corporation proceed with the revised Credit
Facility and that, as a result of the deadline to deposit the
Escrow Funds by the further extension date of June 6, 2007,
Silverwing make an application to the TSX pursuant to Section
604(e) of the TSX Company Manual for an exemption from the
requirement to seek shareholder approval on a determination of
financial hardship, which has been subsequently approved by the
TSX.

Based on this recommendation, the board has determined that
Silverwing is currently in serious financial difficulty, that the
revised Credit Facility is designed to improve its financial
position and that is reasonable in the circumstances, and has
approved the revised Credit Facility.

                      About Silverwing Energy

Based in Calgary, Canada, Silverwing Energy Inc. (TSX:SVW,SVW.WT)
is a crude oil and natural gas exploration and production company.
By implementing its strategic plan in key focus areas located
throughout the Western Canadian Sedimentary Basin, Silverwing is
well positioned to achieve its growth plans for the benefit of its
shareholders.

                          *     *     *

In its interim quarterly financial statements for the three months
ended March 31, 2007, the company indicated that it was in breach
of a covenant that required it to maintain a positive working
capital ratio of 1:1 for the revolving reducing demand loan
facility.  To remove the breach, Silverwing is currently in the
process of recapitalizing the company by raising additional
equity.

As of May 14, 2007, the company had outstanding bank debt of
$14.4 million and a working capital deficit of approximately
$25.2 million.


SMART MODULAR: Ezra Perlman Resigns as Director
-----------------------------------------------
SMART Modular Technologies (WWH), Inc., disclosed that Ezra
Perlman's resignation as a director became effective June 5, 2007.

Mr. Perlman's resignation was consistent with the company's need
to increase the number of independent directors as it is no longer
a controlled company and was not related to any disagreement with
the company regarding its operations, policies or practices.

The company also announced that the Board of Directors, upon the
recommendation of its Nominating and Corporate Governance
Committee, appointed D. Scott Mercer as a director, effective June
5, 2007, to fill the vacancy created by Mr. Perlman's resignation.
Mr. Mercer also has been appointed to serve on the Audit
Committee.

There are no arrangements or understandings between Mr. Mercer and
the company or any other persons pursuant to which he was
appointed as a director.  There are no transactions or proposed
transactions to which the company was or is a party in which Mr.
Mercer has a direct or indirect material interest.  Mr. Mercer
will be compensated as a director pursuant to the company's
compensation policy for non-employee independent directors.

                     About SMART Modular

SMART Modular Technologies (WWH) Inc. (Nasdaq: SMOD) --
http://www.smartm.com/--designs, manufactures and supplies
electronic subsystems to original equipment manufacturers, or
OEMs.  SMART offers more than 500 standard and custom products to
OEMs engaged in the computer, industrial, networking, gaming,
telecommunications, and embedded application markets.

The company has design centers in California South Korea and
Massachusetts.  Its manufacturing facilities are located in
California, Malaysia, Brazil, Dominican Republic and Puerto
Rico.

                          *     *     *

Moody's Investors Service assigned a B2 rating to SMART Modular
Technologies (WWH) Inc.'s $125 million senior secured second lien
notes due 2012 issued under Rule 144A.

Standard & Poor's Ratings Services assigned its B+ corporate
credit rating to Fremont, California-based SMART Modular
Technologies (WWH) Inc.


SOVRAN SELF: Board Declares Quarterly Dividend of $0.62 per Share
-----------------------------------------------------------------
Sovran Self Storage Inc.'s board of directors disclosed the
company's quarterly dividend of $0.62 per share of common stock.

The annualized dividend of Sovran Self is $2.48 per share which,
based on June 7's share price, equates to an annual rate of
approximately 4.8%.  The dividend will be paid on July 20, 2007 to
Shareholders of record on July 5, 2007.

Sovran Self Storage Inc. (NYSE: SSS) -- http://www.sovranss.com/
-- is a self-administered and self-managed equity real estate
investment trust whose business is acquiring, developing and
managing self-storage facilities.  The company owns and manages
328 stores in 22 states under the name Uncle Bob's Self
Storage(R).

                           *     *     *

Sovran Self Storage, Inc.'s preferred stock carries Moody's
Investors Service's Ba1 rating.


STEAKHOUSE PARTNERS: Posts $692,000 Net Loss in Qtr. Ended Mar. 27
------------------------------------------------------------------
Steakhouse Partners Inc. reported a net loss of $692,000 on
revenues of $12,107,000 for the first quarter ended March 27,
2007, compared with a net loss of $1,000 on revenues of
$12,886,000 for the same period ended March 28, 2006.

The decline in revenues was the result of a decrease in same-store
sales of 6.0% for the 25 comparable restaurants in 2007 versus the
same thirteen-week period in 2006.

The increase in net loss for the thirteen-week period ended March
27, 2007, was principally the result of soft revenue for the
period compounded with higher labor cost and not having the
benefit of the settlement of an old Plan of Reorganization claim
with the State of California of $380,000 that was recorded in
2006.

At March 31, 2007, the company's balance sheet showed $28,523,000
in total assets, $23,210,000 in total liabilities, and $5,313,000
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1,372,000 in total assets, available to
pay $13,319,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 27, 2007, are available for
free at http://researcharchives.com/t/s?20c0

                      Going Concern Doubt

Mayer Hoffman McCann PC, in San Diego, Calif., expressed
substantial doubt about Steakhouse Partners 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 reported that the company has
been unable to earn a profit during any year, and that the company
also maintained a current ratio of 0.15:1 and 0.21:1 for Dec. 31,
2006 and 2005, respectively.  Additionally, the company had a
working capital deficit of approximately $11,900,000 and
$9,700,000 in 2006 and 2005, respectively.

The company is also negotiating with the trustee for the unsecured
creditors to repay the balance of the debt owed to it per the
company's Plan of Reorganization.  The company plans on
refinancing the Plan debt by securing a term loan to satisfy the
unsecured creditors and/or through the sale of non-core assets.

                   About Steakhouse Partners

Headquartered in San Diego, Calif., Steakhouse Partners Inc. (OTC
BB: STKP.OB) -- http://www.paragonsteak.com/-- through its wholly
owned subsidiary Paragon Steakhouse Restaurants Inc., owns and
operates 25 restaurants in 8 states.  Steakhouse operates
principally under the names of Hungry Hunter, Hunters Steakhouse,
Mountain Jack's, and Carver's.

Steakhouse Partners filed for Chapter 11 protection on
Feb. 15, 2002 (Bankr. C.D. Calif. (Riverside Div.) Case No.
02-12648).  The company emerged from bankruptcy on Dec. 31, 2003,
pursuant to a Plan of reorganization.


TOWER AUTOMOTIVE: Inks Asset Purchase Pact with TA Acquisition
--------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates told the United
States Bankruptcy Court for the Southern District of New York that
after prolonged arm's-length negotiations, it executed an asset
purchase agreement on May 1, 2007, with TA Acquisition Company,
LLC, an affiliate of Cerberus Capital Management L.P., subject to
higher and better offers at the June 25, 2007 auction.

As previously reported, the Debtors agreed in principle to sell
substantially all of their assets to Cerberus Capital for roughly
$1 billion subject to higher and better offers, Anup Sathy, Esq.,
at Kirkland & Ellis LLP, in Chicago, Illinois, relates.

The salient terms of the APA are:

  Seller:     Tower Automotive, Inc. and it debtor-affiliate
              signatories

  Purchaser:  TA Acquisition Company, LLC

  Acquired
  Assets:     (a) all property and assets of the Seller
                  including, but not limited to all property;
                  all assets; all cash and cash equivalents; all
                  accounts and intercompany receivables; and all
                  claims against Foreign Entities;

              (b) to the extent they relate to any Acquired
                  Asset, Assumed Contract, Assumed Liability or
                  any claim or allegation that TA Acquisition is
                  liable or responsible for a Liability of the
                  Debtors, whether or not TA Acquisition has
                  assumed the Liability -- claims, credits,
                  security or other deposits, including
                  recoverable deposits, prepayments, prepaid
                  assets, prepaid expenses, prepaid rent,
                  deferred charges, refunds or claims for
                  refunds, causes of action, defenses, counter-
                  claims, cross- claims, third party claims,
                  rights of recovery, rights of set-off and
                  rights of recoupment, insurance proceeds and
                  all rights under historical or current
                  insurance policies of any member of the Tower
                  Group, and, in each case, security interests,
                  as applicable, as of the Closing Date;

              (c) all the assets reflected on the Debtors'
                  Balance Sheet provided the assets have not
                  been disposed of by the Tower Group in the
                  ordinary course of business or pursuant to a
                  Court ruling after the Balance Sheet Date; and

              (d) all trusts, insurance contracts, accounts and
                  funding arrangements relating to any Assumed
                  Plans.

  Excluded Assets:

              (a) All rights of any seller pursuant to the APA
                  and the Ancillary Agreements;

              (b) The Chapter 5 Claims set forth in the APA, and
                  claims in respect of Excluded Assets and
                  claims directly related to Excluded
                  Liabilities which are not Liabilities to
                  customers, suppliers or other business
                  relations with whom TA Acquisition does
                  business after the Closing and which are
                  identified to TA Acquisition in advance of any
                  action being taken to collect on the claims
                  and as to which TA Acquisition does not object
                  to the claim being asserted in its reasonable
                  discretion;

              (c) Any asset or contract which TA Acquisition
                  identifies in writing to the Debtors before
                  June 22, 2007, provided that the exclusion of
                  any asset or contract will not reduce or
                  otherwise affect the amount of the Purchase
                  Price;

              (d) Any non-material asset or contract which TA
                  Acquisition identifies in writing to the
                  Debtors from June 23, 2007, until at least 10
                  business days before the Closing.  For
                  avoidance of doubt, the exclusion of any asset
                  or contract will not reduce or otherwise
                  affect the amount of the Purchase Price;

              (e) Any equity interests in any of the Debtors;

              (f) Any Foreign Entity identified on the APA or as
                  determined by TA Acquisition;

              (g) The assets identified on the APA; and

              (h) All beneficial tax attributes to the extent
                  not transferable by applicable law and the
                  Debtors' U.S. federal net operating loss
                  carry-forwards.

  Assumed
  Contracts:  The Debtors' Collective Bargaining Agreements
              identified on the APA, the Change in Control
              Agreements, the KERP Agreements and any other
              contract set forth in the APA.

  Assumed
  Liabilities:

              * All Working Capital Obligations;

              * All benefit obligations pursuant to the
                Consolidated Pension Plan and the other Assumed
                Plans;

              * All contingent Liabilities payable pursuant to
                the terms of the Change in Control Agreements;

              * The KERP Liability;

              * All Liabilities pursuant to Assumed Contracts
                arising after the Closing.  For avoidance of
                doubt, the obligations will not include any
                amounts necessary to satisfy the Cure Amounts
                pursuant to Section 365 of the Bankruptcy Code
                in connection with the assignment and assumption
                of the Assumed Contracts;

              * All statutory environmental Liabilities which
                (1) arise under Environmental Laws, (2) are
                associated with real property acquired by TA
                Acquisition or its affiliates, (3) are enforced
                by a Governmental Entity, and (4) are not
                "claims" as defined in Section 101(5) of the
                Bankruptcy Code;

              * The current balance due with respect to the
                Marsh Financing, provided all benefits of the
                insurance policies are received by or are
                available to TAC Acquisition, as contemplated in
                the definition of Acquired Assets;

              * If no amount is paid by TA Acquisition for the
                IRB Payment pursuant to the APA, all the
                Debtors' Liabilities pursuant to the Industrial
                Revenue Bonds; and

              * The Retiree Benefit Settlements, prepetition and
                postpetition worker compensation claims, and the
                Assumed Liabilities will not include any amounts
                included in the categories constituting Capped
                Payments.

  Purchase
  Price:      The sum of the DIP Payment, Second Lien Payment,
              the IRB Payment, the Unsecureds Claim Payment,
              Unsecureds Funds Payment, the Allowed Secured
              Claims Payment, the Allowed Administrative Claims
              Payment, the Allowed Priority Claims Payment, the
              Cure Amounts Payment, the Indemnification Payment,
              the Tail Payment and the Escrow Fee Payment.

  Deposit:    TA Acquisition deposited with the Escrow Agent,
              pursuant to the terms of the Escrow Agreement,
              $25,000,000 by wire transfer of immediately
              available funds, which deposit will be held and
              released in accordance with the provisions of the
              Escrow Agreement and the other provisions
              contained in the APA.  Provided that the
              transactions contemplated in the APA are
              consummated, the Deposit will be paid to the DIP
              Lenders at the Closing as more fully set forth in
              the APA.

  Closing:    The consummation of the transactions contemplated
              by the APA will take place at the Closing to be
              held at the offices of Kirkland & Ellis LLP, 153
              East 53rd Street, in New York, at 9:00 a.m.,
              E.S.T., on July 31, 2007, or if mutually agreed
              upon in writing by the Debtors and TA Acquisition
              the second business day after, but not including,
              the date on which the last of the conditions set
              forth in the APA are satisfied or waived, other
              than those conditions that by their nature are to
              be satisfied at the Closing.

Mr. Sathy further notes that the APA contains items, which may be
considered Extraordinary Provisions under the Guidelines for the
Conduct of Asset Sales:

  -- The proposed form of the Court ruling contains certain
     findings with respect to the Acquired Assets being free of
     successor liability.  TAC Acquisition has requested the
     findings as part of its offer for the Acquired Assets;

  -- The proposed form of the Court ruling requests a waiver
     from any stamp taxes and other applicable transfer taxes in
     connection with the sale and transfer of the Acquired
     Assets; and

  -- The proposed form of the Court ruling contains a waiver of
     the stays imposed by Rules 6004(g) and 6006(d) of the
     Federal Rules of Bankruptcy Procedure.

Against this backdrop, the Debtors ask the Court to:

  (a) approve the APA between the Debtors and TA Acquisition,
      or other forms of purchase agreements between the Debtors
      and the Successful Bidder, as defined in the Marketing
      Protocol Order;

  (b) authorize the closing of the sale of the Acquired Assets
      to TA Acquisition, or the Successful Bidder, free and
      clear of all claims and interests, other than permitted
      encumbrances and assumed liabilities; and

  (c) authorize their assumption of the Assumed Contracts, and
      the assignment of the Assumed Contracts to TA Acquisition
      or the Successful Bidder.

According to Mr. Sathy, contemporaneously with the filing of the
request, the Debtors have sought approval of cure and notice
procedures for the assumption and assignment of executory
contracts and unexpired leases.  The Cure Procedures Motion
proposes a process by which the Debtors can establish the cure
amounts for the Assumed Contracts, and otherwise comply with the
requirements of Section 365 of the Bankruptcy Code.

A preliminary list of the Assumed Contracts with projected cure
amounts is available for free at:

            http://bankrupt.com/misc/Tower63Assumed

The list remains subject to further review by the Debtors and TA
Acquisition, and may be amended to add or remove certain Assumed
Contracts, Mr. Sathy tells the Court.

The sale and transfer of the Acquired Assets and Assumed
Contracts is necessary to the confirmation and the consummation
of the Debtors' Chapter 11 Plan, Mr. Sathy asserts.  The value to
be realized from the sale of the Acquired Assets is the
centerpiece of the Debtors' strategy to emerge from Chapter 11.

Unless objections to the request are received no later than 4:00
p.m. (EDT) on July 6, 2007, the Court may grant the request
without hearing.

A full-text copy of the executed version of the APA between the
Debtors and TA Acquisition is available for free at:

  http://bankrupt.com/misc/Tower63AssetPurchaseAgreement.pdf

                   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.

On May 1, 2007, the Debtors filed their Chapter 11 Plan of
reorganization and Disclosure Statement explaining that plan.  On
June 4, 2007, the Debtors submitted an Amended Plan and Disclosure
Statement.  The Court approved the adequacy if the Amended
Disclosure Statement on June 5, 2007.  The hearing to consider
confirmation of the Debtors' Amended Plan is set for July 11,
2007.  (Tower Automotive Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


TOWER AUTOMOTIVE: Lexington Wants Adequate Assurance on Lease
-------------------------------------------------------------
Lexington Lion Plymouth LP tells the U.S. Bankruptcy Court for the
Southern District of New York that it leases to Tower Automotive,
Inc. the premises located at 43955 Plymouth Oaks Boulevard in
Plymouth, Michigan, one of the assets to be transferred to TA
Acquisitions Company, LLC.

Harvey A. Strickson, Esq., at Paul, Hastings, Janofsky, & Walker
LLP, in New York, contends that before the Court may approve the
assignment of the lease, TAPC must assume it and "provide
adequate assurance of future performance by the assignee to
Lexington."  To date, Lexington has not been provided with any
financial statement despite having made a request to the Debtors'
counsel, Mr. Strickson says.

                   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.

On May 1, 2007, the Debtors filed their Chapter 11 Plan of
reorganization and Disclosure Statement explaining that plan.  On
June 4, 2007, the Debtors submitted an Amended Plan and Disclosure
Statement.  The Court approved the adequacy if the Amended
Disclosure Statement on June 5, 2007.  The hearing to consider
confirmation of the Debtors' Amended Plan is set for July 11,
2007.  (Tower Automotive Bankruptcy News, Issue No. 64; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


TSG INC: Files Disclosure Statement in Oklahoma
-----------------------------------------------
TSG Inc. and its debtor-affiliates filed with U.S. Bankruptcy
Court for the Eastern District of Oklahoma their Chapter 11 Plan
of Liquidation and a Disclosure Statement explaining that plan.

The Plan contemplates an orderly liquidation of the Debtors'
assets to maximize the distribution to its creditors.

Under the Plan, Administrative Claims will be paid in full.

All Secured Claims against the Debtors will retain all of the
liens and all of the security interests in the collateral that
secured their liens.

Holders of Unsecured Claims, totaling $38,648,829, will receive
a pro rata distribution from the liquidating agent.

Holders of Equity Interest and Subordinated Claims will not
receive any distribution under the Plan.

Headquartered in Oklahamo, TSG Inc. --
http://www.tsgincorporated.com/-- is a private health care
company operating under the name, The Schuster Group.  The company
filed for Chapter 11 protection on Nov. 9, 2006 (Bankr. E.D. Ok.
Case No. 06-80899).  Cherish King Ralls, Esq., at Crowe & Dunlevy,
represents the Detbotrs.  Ross A. Plourde, Esq., at Mcafee & Taft,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $1 million to $100 million.


UNIVERSAL HOSPITAL: PwC Dismissed as Accountants
------------------------------------------------
Universal Hospital Services Inc. disclosed that on June 5, 2007,
the Audit Committee of its Board of Directors dismissed
PricewaterhouseCoopers LLP as the company's independent registered
public accounting firm.

During the fiscal years ended December 31, 2005 and 2006 and
through June 5, 2007, there were no disagreements with PwC on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to PwC's satisfaction, would have caused PwC to
make reference thereto in its report regarding the company's
financial statements for such years.

During the fiscal years ended December 31, 2005 and 2006 and
through June 5, 2007, there were no "reportable events," as that
term is defined under Item 304(a)(1)(v) of Regulation S-K.

The report of PwC on the financial statements of the company for
the fiscal years ended December 31, 2005 and 2006 did not contain
any adverse opinion or disclaimer of opinion, and such report was
not qualified or modified as to uncertainty, audit scope or
accounting principle.

The company is currently engaged in discussions with an
independent auditing firm to replace PwC and to serve as the
company's independent registered public accounting firm. The
engagement of a new independent registered public accounting firm
will be approved by the Audit Committee of the Board of Directors.

               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.


URSTADT BIDDLE: Directors Confirm Common Stock Quarterly Dividends
-----------------------------------------------------------------
Urstadt Biddle Properties Inc.'s directors declared quarterly
dividends on the company's Class A Common Stock and Common Stock,
at their regular meeting.  The dividends were declared in the
amount of 23> for each share of Class A Common Stock and 20.75>
for each share of Common Stock.

The dividends are payable July 20, 2007 to stockholders of record
on July 6, 2007.  The dividends were unchanged from the previous
quarterly rates and represent the 150th consecutive quarterly
dividend on common shares declared since the company began
operating in 1969.

The directors of UBP also declared the regular quarterly dividends
on the company's Series B Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock.  The dividends were declared
in the amount of $2.2475 for each share of Series B Preferred
Stock, $2.125 for each share of Series C Preferred Stock and
$.46875 for each share of Series D Preferred Stock.  The dividends
are payable July 31, 2007, to stockholders of record on July 20,
2007.

Headquartered in New York City, Urstadt Biddle Properties Inc.
(NYSE: UBA and UBP) -- http://www.ubproperties.com/-- is a self-
administered equity real estate investment trust providing
investors with a means of participating in ownership of income-
producing properties and investment liquidity.  UBP owns 38
properties containing 3.7 million square feet of space.  UBP's
core properties consist principally of community shopping centers
located in the northeast with a concentration in suburban New
York, Connecticut and New Jersey.

                           *     *     *

As reported in the Troubled Company Reporter on March 28, 2007,
Fitch Ratings has affirmed Urstadt Biddle Properties Inc.'s Issuer
Default Rating at 'BB+'.  Fitch also affirms the 'BB' rating on
the $114 million outstanding preferred stock.  The Rating Outlook
remains Stable.


VARIETAL DISTRIBUTION: Moody's Puts Corporate Family Rating at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Varietal Distribution Merger Sub, Inc. (formerly VWR
International, Inc.).  Moody's will be withdrawing ratings
assigned to VWR International, Inc., CDRV Investors, Inc. and
CDRV Investment Holdings Corporation.  The ratings outlook is
stable.

This rating action follows a May 2, 2007 announcement that the
parent company of VWR International, Inc., CDRV Investors, Inc.
entered into an agreement and plan of merger among Varietal
Distribution Holdings, LLC and its wholly-owned subsidiary,
Varietal.

Under the proposed merger agreement, Varietal will merge with and
into CDRV.  As a result, CDRV will continue as a wholly-owned
subsidiary of Holdings, and Varietal will cease to exist. Thus,
the ratings being assigned to Varietal will become ratings of CDRV
once the merger is completed.

Holdings is an affiliate of Madison Dearborn Partners, LLC, (the
sponsor) which is acquiring Varietal for approximately $3.8
billion, including the assumption of $2.6 billion of total
outstanding debt of: VWR International, Inc., CDRV Investors, Inc.
and CDRV Investment Holdings Corporation.  Moody's expects that
the transaction will be financed with $2.6 billion of new debt and
$1.4 billion of preferred equity.  The total transaction
consideration represents approximately 14.8 times pro-forma EBITDA
of $270 million for the twelve month period ended March 31, 2007.

The B3 Corporate Family Rating reflects the significant level of
outstanding debt relative to the limited cash flow of the new
company.  Although Varietal benefits from the size, stability and
diversity of its distribution business, the company's cash flow is
constrained by low operating margins and high interest expense.
Moody's also expects minimal debt reduction, and thus very little
improvement in the company's key credit metrics, including cash
flow coverage of adjusted debt and debt/EBITDA, over the next few
years.  Moody's also notes that it is treating 50% of total
preferred stock (approximately $700 million) as debt instead of
equity, which further constrains the credit metrics of the
company.

Ratings to be assigned to Varietal Distribution Merger Sub, Inc.:

   -- $250 Multi-Currency Revolving Credit Facility, rated B1,
      LGD-2, 26%;

   -- $715 Million USD Senior Secured Term Loan B, rated B1,
      LGD-2, 26%;

   -- $700 Million Euro Senior Secured Term Loan B, rated B1,
      LGD-2, 26%;

   -- $675 Million Senior Unsecured Notes, rated Caa1, LGD-5,
      73%;

   -- Corporate Family Rating, B3;

   -- Probability of Default Rating, B3;

   -- Speculative Grade Liquidity Rating, SGL-3.

These ratings assigned to VWR International, Inc. will be
withdrawn once the financing is completed:

   -- $175 Million Senior Secured EURO Term Loan, Ba2, LGD2,
      12%;

   -- $415 Million Senior Secured Guaranteed US Dollar Term
      Loan, due 2009, Ba2, LGD2, 12%;

   -- $150 Million Senior Secured Guaranteed Revolver, due 2009,
      Ba2, LGD2, 12%;

   -- $200 Million 6.875% Senior Unsecured Guaranteed Notes, due
      2012, B1, LGD3, 40%;

   -- $320 Million Senior Subordinated Unsecured Notes, due
      2014, B3, LGD4, 62%;

   -- Speculative Grade Liquidity Rating, SGL-2.

These ratings assigned to CDRV Investors, Inc. will be
withdrawn once the acquisition is completed:

   -- $350 Million Senior Floating Rate Notes, Caa1, LGD6, 92%.

These ratings assigned to CDRV Investment Holdings Corporation
will be withdrawn once the acquisition is completed:

   -- $481 Million (face value) Senior Discount Notes, due 2015,
      rated Caa1, LGD5, 79%.

These ratings are subject to Moody's review of the final
documentation associated with this transaction.

Varietal Distribution Merger Sub, Inc. (to be merged with and into
CDRV), headquartered in West Chester, Pennsylvania, is a global
leader in the distribution of scientific supplies, with worldwide
sales of $3.26 billion in 2006.  The company's business is highly
diversified across a spectrum of products and services, customer
groups and geography.

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


VWR INT'L: Pending Madison Dearborn Deal Cues S&P to Hold B Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on VWR International Inc. and removed it from
CreditWatch, where it had been placed with negative implications
on May 3, 2007.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating to Varietal Distribution Merger Sub Inc.'s $250 million
senior secured revolving credit facility maturing 2013 and $1.415
billion senior secured term loan due 2014.  Standard & Poor's also
assigned a recovery rating for both loans of '2', indicating that
lenders can expect substantial (70%-90%) recovery in the event of
a payment default or bankruptcy.  S&P also assigned a 'CCC+'
rating to Varietal's $675 million senior unsecured notes due 2015,
to be privately placed by the company in reliance on Rule 144A.
The senior notes are rated two notches below the 'B' corporate
credit rating as, in bankruptcy, recovery would be materially
reduced by the large amount of secured debt.

"These actions reflect the pending acquisition of VWR by a unit of
private equity sponsor Madison Dearborn Partners LLC from previous
owner Clayton, Dubilier & Rice," explained Standard & Poor's
credit analyst David Lugg.  "Although this largely debt-financed
transaction will markedly increase adjusted leverage, the medium
term cash requirements are well within VWR's internal cash
generating capacity."

When S&P treat MDP's preferred stock investment as an intermediate
equity content hybrid with 50/50 debt to equity, S&P estimate
adjusted debt to EBITDA will be more than 11x at year-end 2007.
However, the preferred dividend is pay-in-kind, not cash, and loan
amortization is not required until 24 months after closing.
Moreover, interest payment on the senior notes can be all cash,
50% cash and 50% pay-in-kind, or 100% pay-in-kind at the issuer's
discretion.  Given VWR's well-established role as one of two
leading distributors of laboratory supplies--a slowly growing but
stable market--Standard & Poor's believes that the company has
adequate capacity to meet cash needs.

The speculative-grade ratings on VWR, a distributor of research
laboratory products, reflect its heavy debt burden and VWR's well-
established position in the stable and attractive laboratory
supply market.


W.R. GRACE: Wants to Contribute $71.8 Million to Retirement Plans
-----------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates asks the United States
Bankruptcy Court for the District of Delaware for permission to
make contributions to defined benefit retirement plans covering
their employees in the United States required under federal law
for the period from July 15, 2007, to April 15, 2008.

The total of the legally required minimum contributions for the
2007-2008 Funding Period is approximately $72,000,000, James E.
O'Neill, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub,
LLP, in Wilmington, Delaware, tells the Court.

The funded status of the Grace Retirement Plans has improved;
however, the Plans are still underfunded by most accepted
measures, according to Mr. O'Neill.

The funding approach for the 2007-2008 Funding Period is to make
only those contributions to the Grace Retirement Plans that are
necessary to satisfy the minimums that are legally required by
applicable law.  Each contribution will be made no sooner than
one month before the deadline imposed by federal law.

For the 2007-2008 Contribution, the Debtors will follow this
schedule:

  Payment Due Date      Contributions      Plan Year
  ----------------      -------------      ---------
  July 15, 2007            $8,982,359         2007
  September 15, 2007       15,343,157         2006
  October 15, 2007         14,830,385         2007
  January 15, 2007         14,830,385         2007
  April 15, 2007           17,873,596         2008
                        -------------
  Total Contribution      $71,859,882
                        =============

No changes are anticipated in applicable federal law that could
affect the amount of the minimum contributions required to be
made to the Grace Retirement Plans during the 2007-2008 Funding
Period, except with respect to the first quarterly contribution
for the 2008 plan year due April 15, 2008, to the extent that any
regulations issued under the Pension Protection Act affect the
calculation of contributions for that plan year, Mr. O'Neill
maintains.

The Debtors believe that continuing to make at least the legally
required minimum contributions to each of the Grace Retirement
Plans is essential in maintaining the morale of their workforce
and confidence in their management.  The employees are vital to
maintaining and enhancing the value of the Debtors' estate and to
the Debtors' successful reorganization, Mr. O'Neill avers.

                      About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
James H.M. Sprayregen, Esq., at Kirkland & Ellis, and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
P.C., represent the Debtors in their restructuring efforts.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expires on
July 23, 2007.  The PI Estimation Trials will begin on Sept. 17,
2007.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  (W.R.
Grace Bankruptcy News, Issue No. 131; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Inks Settlement Pact with Trumbull Memorial
-------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates entered into a
settlement agreement with Trumbull Memorial Hospital, which
provides a certain amount that will be deemed as the final
liquidation of Claim No. 7028.  The Settlement Amount however was
not disclosed in the parties' filing with the United States
Bankruptcy Court for the District of Delaware.

In September 2005, the Debtors objected to thousands of asbestos-
related property damage claims, including Claim No. 7028 filed by
Trumbull Memorial, on various grounds.

Trumbull Memorial responded to the Debtors' objection and
thereafter, the parties engaged in extensive negotiations to
resolve the Trumbull Claim.

For voting purposes with respect to a plan of reorganization,
Trumbull Memorial will be entitled to one vote and the amount of
the Trumbull Claim for voting purposes will be equal to the
Settlement Amount.

In the event that (i) a reorganization plan ultimately confirmed
by the Court does not provide Trumbull Memorial distribution on
its claim equal to 100% of the Settlement Amount, or (ii) the
Debtors' bankruptcy case is converted to a case under Chapter 7
of the Bankruptcy Code, Trumbull Memorial may void the Settlement
Agreement and re-assert its Claim as presently filed.

The Debtors also seek the Court's permission to maintain the
confidentiality of the Settlement Amount.  Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub, P.C., in
Wilmington, Delaware, asserts that given the current state of the
PD Claims and the ongoing general public, disclosing the
Settlement Amount would not be in the Debtors' best interest.

Mr. Cairns relates that the Debtors will disclose the Settlement
Amount to the Court in camera if requested.  The Debtors will
also disclose the Settlement Amount to the Official Committees
appointed in the Debtors' cases and the Future Claims
Representative.

                      About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
James H.M. Sprayregen, Esq., at Kirkland & Ellis, and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
P.C., represent the Debtors in their restructuring efforts.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expires on
July 23, 2007.  The PI Estimation Trials will begin on Sept. 17,
2007.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  (W.R.
Grace Bankruptcy News, Issue No. 131; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WACHOVIA AUTO: Fitch Rates $50 Million Class E Notes at BB
----------------------------------------------------------
Fitch Ratings has assigned these ratings to the Wachovia Auto Loan
Owner Trust 2007-1 asset-backed notes:

    -- $384,000,000 class A-1 5.3372% 'F1+';
    -- $613,000,000 class A-2 5.36% 'AAA';
    -- $200,000,000 class A-3a 5.29% 'AAA';
    -- $518,000,000 floating-rate class A-3b 'AAA';
    -- $75,000,000 class B 5.38% 'AA';
    -- $80,000,000 class C 5.45% 'A';
    -- $80,000,000 class D 5.65% 'BBB';
    -- $50,000,000 class E 'BB'.

The securities are backed by a pool of new and used automobile and
light-duty truck installment loans originated by Wachovia Dealer
Services, Inc., Wachovia's auto finance business.

The expected ratings on the notes are based on the credit
enhancement provided by subordination, overcollateralization, and
a reserve account. The expected ratings also reflect the servicing
capabilities of Wachovia, the quality of retail auto receivables
originated by WDS, and the sound legal and cash flow structures.
WALOT 2007-1 represents Wachovia's third securitization of legacy
WFS Financial Inc collateral subsequent to its purchase of
Westcorp and its auto finance business, WFS.

The class A notes have initial CE of 14.50% consisting of 14.25%
subordination, and a 0.25% reserve.  The class B notes are
supported by initial CE of 10.75% (10.50% subordination and a
0.25% reserve).  The class C notes have 6.75% CE (6.50%
subordination and a 0.25% reserve), the class D notes have 2.75%
initial CE (2.50% subordination and a 0.25% reserve) and class E
notes have 0.25% initial CE (0.25% reserve).  CE is expected to
grow to 16.00% for class A notes; 12.25% for class B notes, 8.25%
for class C notes, 4.25% for class D notes, and 1.75% for class E
notes via accumulation of the cash reserve account to 0.50% of the
initial pool balance and growing OC to 1.25% of the outstanding
pool balance.  A cash reserve floor is set to 0.50% of the initial
pool balance while the floor for OC is set at 0.50%.

As of the statistical cutoff date, the receivables had a weighted
average APR of 12.42%.  The WA original maturity of the pool was
67.3 months and the WA remaining term was 60.5 months resulting in
approximately 6.8 months of collateral seasoning.  The pool has a
large concentration of receivables originated in California (CA)
(32.18%) followed by Arizona (5.14%), Washington (5.09%), Texas
(4.57%) and Nevada (4.03%).  The exposure in CA may subject the
pool to potential regional economic downturns; however, the
remaining portion of the pool is well diversified.

Interest and principal are payable monthly, beginning July 20,
2007.  Additional structural protection is provided to senior
noteholders through a shifting payment priority mechanism. In each
distribution period, a test will be performed to calculate note
collateralization amounts.  If notes are undercollateralized,
payments of interest to subordinate classes may be suspended and
made available as principal to higher rated classes.


WACHOVIA AUTO: S&P Rates $50 Million Class E Notes at BB
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Wachovia Auto Loan Owner Trust 2007-1's $2 billion asset-backed
notes.

The ratings reflect:

     -- The credit support provided by the 14.25%, 10.50%, 6.50%,
        and 2.50% subordination for the class A, B, C, and D
        notes, respectively;

     -- A 0.25% reserve fund building to 0.50% of the initial
        pool balance; and

     -- The 0.00% overcollateralization building to 1.25% of the
        current pool balance, with a floor of 0.50% of the initial
        pool balance that is subject to step-down of 0.25% in
        months 30 and 36 if certain collateral performance tests
        are met.

The payment structure also features a reprioritization mechanism
under which subordinate interest can be used to cover senior
principal.

                        Ratings Assigned
             Wachovia Auto Loan Owner Trust 2007-1

             Class            Rating        Amount
             -----            ------        ------
             A-1              A-1+       $384,000,000
             A-2              AAA        $613,000,000
             A-3A             AAA        $200,000,000
             A-3B             AAA        $518,000,000
             B                AA          $75,000,000
             C                A           $80,000,000
             D                BBB         $80,000,000
             E                BB          $50,000,000


WACHOVIA BANK: S&P Puts Low-B Ratings on Five Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $1.97 billion
commercial mortgage pass-through certificates series 2007-WHALE 8.

The preliminary ratings are based on information as of June 7,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property type diversity of the loans.  Standard &
Poor's analysis determined that, on a weighted average basis, the
trust pool has debt service coverage of 1.24x based on a weighted
average stressed constant of 10.37%, and a beginning and ending
LTV of 63.01%.


                   Preliminary Ratings Assigned
              Wachovia Bank Commercial Mortgage Trust

        Class      Rating         Amount   Recommended credit
                                                 Support
        -----      ------         ------    -----------------
         A-1       AAA        $1,036,082,000     41.125%
         A-2       AAA          $345,361,000     21.500%
         B         AA+           $61,593,000     18.000%
         C         AA+           $47,506,000     15.300%
         D         AA            $71,159,000     11.257%
         E         AA-           $46,604,000      8.609%
         F         A+            $46,604,000      5.960%
         G         A             $46,605,000      3.312%
         H         A-            $30,448,000      1.582%
         J         BBB+          $10,138,000      1.006%
         K         BBB            $5,197,000      0.710%
         L         BBB-          $12,503,000          0%
         LXR-1*    NR            $54,400,000        N/A
         LXR-2*    NR            $72,600,000        N/A
         AP-1*     BBB            $4,300,000        N/A
         AP-2*     BBB-          $11,150,000        N/A
         AP-3*     BB+           $17,800,000        N/A
         AP-4*     BB             $2,761,206        N/A
         LP-1*     BBB            $3,800,000        N/A
         LP-2*     BBB-           $9,100,000        N/A
         LP-3*     BB+            $2,100,000        N/A
         FA*       NR             $7,500,000        N/A
         HH-1*     BBB-           $3,800,000        N/A
         HH-2*     BBB-           $4,790,000        N/A
         FSN-1*    BB+            $3,300,000        N/A
         FSN-2*    BB             $4,058,264        N/A
         MH-1*     BBB-           $2,500,000        N/A
         MH-2*     BBB-           $4,300,000        N/A
         X-1A**    AAA        $1,486,893,076        N/A
         X-1B**    AAA        $1,759,800,000        N/A

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


WESCORP ENERGY: Completes $2.25 Million Sale of Debentures
----------------------------------------------------------
Wescorp Energy Inc. has closed the sale of $2.25 million of
convertible debentures.  The debenture carries a 10% annual
interest rate and can be converted into units at $1 per unit.

Each unit will consist of one share of common stock and one half
non-transferable share purchase warrant.  Each full warrant will
be exercisable at $3 per share for a 24 month period.

Proceeds from the financing will be used for business and general
working capital purposes, including acquisitions, joint-ventures,
heavy oil upgrading testing using the VISCOSITOR, and general and
administrative expenses.

The debentures will not be and have not been registered pursuant
to the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.

Headquartered in Somerset, New Jersey, Wescorp Energy Inc. (OTC
BB: WSCE.OB) -- http://www.wescorpenergy.com/-- through its
subsidiary Flowstar Technologies Inc. produces advanced natural
gas and gas liquids measurement devices based on a proprietary
Digital Chart Recorder and advanced turbine measurement
technology.  Flowstar DCR-based devices are self-contained,
energy-efficient flow computers with turndown ratio of 40:1 or
more for more precise flow measurements and volume calculations
that are installed directly to the well-head.

                        Going Concern Doubt

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
expressed substantial doubt about Wescorp Energy 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 reported that the company has
not generated profits since its inception, has incurred losses in
developing its business, and further losses are anticipated.  The
auditing firm added that the company requires additional funds to
meet its obligations and the costs of its operations.


WHERIFY WIRELESS: Appoints Vincent Sheeran as Chief Exec. Officer
-----------------------------------------------------------------
Wherify Wireless Inc. disclosed that Vincent D. Sheeran has joined
the company as Chief Executive Officer.

Mr. Sheeran is known in the technology sector from his leadership
at UltraLink and Epicor Software.

"The company is pleased to see Mr. Sheeran, a veteran of several
high-growth technology companies, join the Wherify team," W.
Douglas Hajjar, a member of the board of directors, said.  "The
company believes the addition of Vince will enhance Wherify's
position in the market and help facilitate growth in sales,
executive management and operations."

"Vince has an impressive track record in bringing innovative
technology products to the market," Mr. Hajjar continued.  "The
company looks forward to him refining Wherify's strategies to
address the growing number of wireless GPS location opportunities
the company is seeing in the global marketplace."

Mr. Sheeran joins Wherify from UltraLink Inc., where he was
president and CEO.  At UltraLink, he was responsible for
transforming the business into a well respected HRO with a growing
number of services.  He also orchestrated the sale of the company
to Barring Private Equity of India.  Prior to UltraLink,
Mr. Sheeran was senior vice president of Worldwide Sales at Epicor
Software, where he was responsible for profit and loss for all
international regions and directed the company's overall sales
efforts.

Mr. Sheeran also held other senior positions at Epicor, including
senior vice president, Marketing.  Prior to that, he held senior
executive positions at several other growing technology firms,
including Software Plus Inc., Tesseract, and McCormack and Dodge.
Mr. Sheeran holds a B.S. in Management and Management Sciences
from the University of South Carolina.

"I am excited about taking the helm at Wherify and I look forward
to both capitalizing on the successes the company has already
realized and implementing new strategies to accelerate revenue
growth," Mr. Sheeran said.  "Over the next few months the company
will be launching several new programs to reposition Wherify's
industry leading personal location and GPS technologies and enter
new domestic and international growth markets.  I believe
location-based services will be one of the fastest growing markets
within the technology sector in the coming few years, and I
believe Wherify is well positioned to capitalize on this growth."

                    About Wherify Wireless Inc.

Based in Redwood Shores, California, Wherify Wireless Inc. (OTCBB:
WFYW) -- http://www.wherifywireless.com/-- develops patented
wireless location products and services for family safety,
communications, and law enforcement.  The company's portfolio of
intellectual property includes its proprietary integration of the
U.S. Government's Global Positioning System and wireless
communication technologies; its patented back-end location
service; the Wherifone(TM) GPS locator phone which provides real-
time location information and lets families with pre-teens,
seniors, or those with special needs, stay connected and in
contact with each other; and its FACES(R) industry-leading facial
composite technology, which is currently being used by thousands
of public safety agencies worldwide.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $4.15 million and total liabilities of $24.88 million,
resulting in a total stockholders' deficit of $20.73 million.


* Anthony Gehringer Joins Clear Thinking as Manager
---------------------------------------------------
Clear Thinking Group disclosed that Anthony Gehringer has joined
the firm as a manager and Elizabeth Ann Jefferds as a consultant
in the firm's Turnaround Management/Financial Services Practice
Group.

Mr. Gehringer, who has over 22 years of finance, accounting and
operational experience in both the corporate and consulting
environments, comes to Clear Thinking Group from Weiser LLP, where
he was, senior manager in the national accounting and financial
advisory firm's restructuring practice.

Prior to that, he was a manager, in the restructuring practice of
PricewaterhouseCoopers/FTI Consulting Inc.  At both firms, he
specialized in assisting senior management, boards of directors
and other parties of interest at underperforming companies in
financial and operational restructurings, loan workouts, and
business and strategic planning.

Before moving into consulting in 2001, Gehringer spent 16 years in
finance and accounting at catalog and brick-and-mortar retailers,
including positions as director of finance for Popular Club Inc.
in Garfield, N.J., and as budget manager at Hanover Direct Inc.,
in Weehawken, N.J.  He started his career in 1985 as a junior
financial analyst with Herman's Sporting Goods and later held
positions as senior financial analyst, accounting supervisor and
accounting manager at the chain.

A resident of Hillsdale, N.J., Gehringer earned a B.S. in business
administration from Seton Hall University, South Orange, N.J., in
1985, and is a Certified Insolvency and Restructuring Advisor.

Ms. Jefferds, a resident of Sarasota, Fla., earned a B.S. in
finance from The Florida State University, Tallahassee, Fla., in
May 2007.

                    About Clear Thinking Group

Headquartered in Hillsborough, New Jersey, Clear Thinking Group
LLC -- http://www.clearthinkinggrp.com/-- provides a wide range
of strategic consulting services to retail companies, consumer
product manufacturers/distributors and industrial companies.  The
national advisory organization specializes in assisting small- to
mid-sized companies during times of growth, opportunity, strategic
change, acquisition, and crisis.


* BOND PRICING: For the week of June 4 - June 8, 2007
-----------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
Alaris Medical                        7.250%  07/01/11     11
Alladin Gaming                       13.500%  03/01/10      0
Allegiance Tel                       11.750%  02/15/08     52
Allegiance Tel                       12.875%  05/15/08     17
Amer & Forgn Pwr                      5.000%  03/01/30     63
Antigenics                            5.250%  02/01/25     74
Atherogenics Inc                      1.500%  02/01/12     48
Atlantic Coast                        6.000%  02/15/34      6
Bank New England                      8.750%  04/01/99      9
Bank New England                      9.500%  02/15/96     12
Bank New England                      9.875%  09/15/99      9
Budget Group Inc                      9.125%  04/01/06      0
Burlington North                      3.200%  01/01/45     55
Calpine Corp                          4.000%  12/26/06     70
Calpine Gener Co                     11.500%  04/01/11     35
Cell Therapeutic                      5.750%  06/15/08     74
Collins & Aikman                     10.750%  12/31/11      4
Color Tile Inc                       10.750%  12/15/01      0
Comprehensive Care                    7.500%  04/15/10     60
Dairy Mart Store                     10.250%  03/15/04      0
Decode Genetics                       3.500%  04/15/11     74
Decode Genetics                       3.500%  04/15/11     72
Delco Remy Intl                       9.375%  04/15/12     65
Delco Remy Intl                      11.000%  05/01/09     66
Delta Mills Inc                       9.625%  09/01/07     17
Deutsche Bank NY                      8.500%  11/15/16     68
Diamond Triumph                       9.250%  04/01/08     65
Dura Operating                        8.625%  04/15/12     58
Dura Operating                        9.000%  05/01/09      7
Dura Operating                        9.000%  05/01/09     16
Dvi Inc                               9.875   02/01/04     10
Empire Gas Corp                       9.000   12/31/07      1
Exodus Comm Inc                      11.250%  07/01/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North AM                      9.875%  03/01/14     38
Finova Group                          7.500%  11/15/09     22
Florsheim Group                      12.750   09/01/02      0
Ford Motor Co                         6.375%  02/01/29     75
Ford Motor Co                         6.625%  02/15/28     75
Global Health Sc                     11.000%  05/01/08      8
Golden Books Pub                     10.750%  12/31/04      0
Insight Health                        9.875%  11/01/11     35
Iridium LLC/CAP                      10.875%  07/15/05     19
Iridium LLC/CAP                      11.250%  07/15/05     24
Iridium LLC/CAP                      13.000%  07/15/05     21
Iridium LLC/CAP                      14.000%  07/15/05     20
JTS Corp                              5.250%  04/29/02      0
Kaiser Aluminum                       9.875%  02/15/02     21
Kaiser Aluminum                      12.750%  02/01/03      9
Kmart Corp                            9.780%  01/05/20      8
Lehman Bros Holding                  10.000%  10/30/13     69
Liberty Media                         3.750%  02/15/30     63
Liberty Media                         4.000%  11/15/29     67
Lifecare Holding                      9.250%  08/15/13     71
LTV Corp                              8.200%  09/15/07      0
Macsaver Financial                    7.400%  02/15/02      0
Macsaver Financial                    7.875%  08/01/03      2
Motorola Inc                          5.220%  10/01/97     72
Nexprise Inc                          6.000%  04/01/07      0
Northern Pacific RY                   3.000%  01/01/47     54
Northern Pacific RY                   3.000%  01/01/47     54
Nutritional Src                      10.125%  08/01/09     66
Oakwood Homes                         7.875%  03/01/04     11
Oakwood Homes                         8.125%  03/01/09     11
Outboard Marine                       9.125%  04/15/17      0
Pac-West Telecom                     13.500%  02/01/09     25
Pac-West Telecom                     13.500%  02/01/09      2
PCA LLC/PCA FIN                      11.875%  08/01/09      6
Pegasus Satellite                     9.625%  10/15/49      0
Pegasus Satellite                    12.375%  08/01/08      0
Pegasus Satellite                    12.500%  08/01/07      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.350%  03/28/11      2
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                         7.250%  01/15/07      0
Polaroid Corp                        11.500%  02/15/06      0
Primus Telecom                        3.750%  09/15/10     67
Primus Telecom                        8.000%  01/15/14     73
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      0
Read-Rite Corp                        6.500%  09/01/04      0
RJ Tower Corp.                       12.000%  06/01/13      9
SLM Corp                              5.000%  12/15/28     73
SLM Corp                              5.400%  03/15/30     75
Spacehab Inc                          5.500%  10/15/10     52
Times Mirror Co                       7.250%  11/15/96     72
Tom's Foods Inc                      10.500%  11/01/04      2
Tousa Inc                             7.500%  01/15/11     74
Tousa Inc                             7.500%  01/15/15     70
United Air Lines                      8.390%  01/21/11      0
United Air Lines                      9.200%  03/22/08     52
United Air Lines                     10.110%  12/31/49      0
United Air Lines                     10.125%  03/22/15     52
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.680%  06/27/08     14
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
USAutos Trust                         2.212%  03/03/11      7
Vesta Insurance Group                 8.750%  07/15/25      4
Werner Holdings                      10.000%  11/15/07      3
Westpoint Steven                      7.875%  06/15/08      0
Wheeling-Pitt St                      5.000%  08/01/11     70
Wheeling-Pitt St                      6.000%  08/01/10     70
Winstar Comm Inc                     10.000%  03/15/08      0

                             *********

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 ***