TCR_Public/070625.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 25, 2007, Vol. 11, No. 148

                             Headlines

1031 TAX GROUP: In Talks w/ Lender to Obtain Distribution Funds
ADELPHIA COMMS: Claims Objection Deadline Extended to September 13
ADELPHIA COMMS: Wants Affiliates' Chapter 11 Cases Closed
AMERICAN AIRLINES: Lloyd Hill Voted as New Pilots' Union President
AMERICAN TECH: Posts $1.3 Mil. Net Loss in Quarter Ended April 30

ARMOR HOLDINGS: CFIUS Gives Nod on BAE Systems Merger
BCE INC: In Talks with TELUS on Possible Business Merger
BORDA PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
CARDTRONICS INC: Moody's Lowers Corporate Family Rating to B3
CATALYST PAPER: Moody's Rates New $200 Million Senior Notes at B2

CDC MORTGAGE: Poor Performance Cues S&P to Lower Ratings
CHURCH & DWIGHT: Strong Performance Prompts S&P's Positive Outlook
CLEARANT INC: Posts $967,000 Net Loss in Quarter Ended March 31
COATES INT'L: March 31 Balance Sheet Upside-Down by $3.1 Million
COLE-TECH INC: Case Summary & 19 Largest Unsecured Creditors

COLLINS & AIKMAN: Workers Balk at Lack of Response on Shutdown
COLLINS & AIKMAN: Wants Court Nod on Sale of Three U.S. Facilities
DAIMLERCHRYSLER: Truck Group Inks Supply Pact with Fiat Powertrain
DAYTON SUPERIOR: Plans to Refinance Two Existing Senior Notes
EQUIFIRST MORTGAGE: Fitch Holds Low-B Ratings on Six Issues

EQUITY INNS: Whitehall Street Deal Cues Moody's to Review Ratings
FREMONT HOME: S&P Lowers Ratings on Nine Certificate Classes
GENCORP INC: Inks Amended & Restated $280 Million Credit Facility
GREENPARK GROUP: Court Okays Kohut as Special Litigation Counsel
GSAMP TRUST: S&P Puts Default Ratings on Two Certificate Classes

HARLAN SPRAGUE: S&P Rates Proposed $360 Mil. Sr. Facilities at BB
HEXCEL CORP: Inks Deal with JPS Industries for Carolina Assets
HYDROCHEM INDUSTRIAL: Moody's Affirms B2 Corporate Family Rating
IPSCO INC: Commences Cash Tender Offer for 8-3/4% Senior Notes
JOHN SNYDER: Case Summary & Four Largest Unsecured Creditors

LAND O'LAKES: Moody's Ups Corporate Family Rating from Ba3 to Ba2
LEHMAN BROTHERS: Moody's Rates Class K Certificates at Ba2
MASSEY ENERGY: Completed Review Prompts S&P's Stable Outlook
MGM MIRAGE: Tracinda Cancels Plan to Buy Bellagio & CityCenter
MGM MIRAGE: Inks Pact with Kerzner to Develop Las Vegas Resort

MGM MIRAGE: Moody's Affirms Corporate Family Rating at Ba2
MGM MIRAGE: S&P Affirms Ratings and Removes Negative CreditWatch
NEW CENTURY: Selects Ernst & Young as Tax Advisor
NEWPAGE CORP: S&P Affirms Ratings and Says Outlook is Stable
NORWOOD PROMOTIONAL: High Leverage Prompts S&P's B- Credit Rating

NOVELIS INC: S&P Rates $860 Million Secured Term Loan at BB
NUANCE COMMS: $225 Mil. Loan Increase Cues S&P to Affirm Ratings
OAK HILL: S&P Affirms BB- Ratings on Class D-1 and D-2 Notes
PAETEC HOLDING: Moody's Junks Rating on Proposed $300MM Sr. Notes
PARMALAT: Judge Drain Grants Permanent Injunction vs. Creditors

PATIENT PORTAL: Posts Net Loss of $106,360 in Qtr. Ended March 31
PIER 1: Posts $56.3 Million Net Loss in Quarter Ended June 2
PT HOLDINGS: Files Plan of Reorganization & Disclosure Statement
RADIOSHACK CORP: Fitch Downgrades Issuer Default Rating to BB
REXAIR LLC: Weak Operating Trends Cue S&P's Negative Outlook

RITCHIE (IRELAND): Files for Bankruptcy Protection in New York
RITCHIE (IRELAND): Case Summary & 10 Largest Unsecured Creditors
SELBYVILLE BAY: Court Approves DLA Piper as Bankruptcy Counsel
SELBYVILLE BAY: Court Approves Stevens & Lee as Co-Counsel
SIERRA PACIFIC: Two Affiliates Price Separate Tender Offers

SOLOMON DWEK: Case Summary & 130 Largest Unsecured Creditors
STANDARD DRILLING: Posts $1.7 Mil. Net Loss in Qtr. Ended March 31
STEWART ENT: Moody's Affirms Corporate Family Rating at Ba3
STEWART ENTERPRISES: S&P Rates Proposed $250 Million Notes at BB-
TELEPHONE & DATA: S&P Affirms BB+ Rating and Removes Watch

TLC VISION: S&P Lowers Bank Loan Rating to B+ from BB-
TRIUMPH HEALTHCARE: S&P Affirms B Corporate Credit Rating
TWEETER HOME: Seeks Court Approval for July 10 Auction
TWEETER HOME: Wants to Continue Selling Consigned Inventory
TWEETER HOME: Selects Skadden Arps as Bankruptcy Counsel

VALENTEC SYSTEMS: March 31 Balance Sheet Upside-Down by $4.3 Mil.
VALLEY HEALTH: Operating Losses Prompt S&P to Lower Rating to B-
VASOMEDICAL INC: Inks Business Alliance with Living Data
WHOLE FOODS: To Sell 35 Stores Upon Closing of Wild Oats Merger
WINN'S HAULING: Case Summary & 20 Largest Unsecured Creditors

YUKOS OIL: PwC Withdraws Audit Opinions for 1994-2004 Financials

* Bingham McCutchen to Combine with New Tokyo International
* Recovery Group and CRP to Merge as CRG Partners

* PwC Withdraws Audit Opinions for Yukos' 1994-2004 Financials

* BOND PRICING: For the week of June 18 - June 22, 2007

                             *********

1031 TAX GROUP: In Talks w/ Lender to Obtain Distribution Funds
---------------------------------------------------------------
Edward H. Okun, the former chief executive officer of The 1031
Tax Group LLC, and the Official Committee of Unsecured Creditors
are negotiating with an identified lender to fund a distribution
to pay creditors, Bill Rochelle of Bloomberg News reports.

The report says the amount of the contemplated loan was not
disclosed and whether creditors would be paid in full is yet to
be confirmed.

Last week, Bloomberg reported that the Debtor received an offer
from Stillwater Capital Partners to purchase all of the
properties of the Debtor's affiliates for a price allowing
payment in full to creditors owed $151 million.  Full purchase
offer for the assets was not disclosed, the source said.

1031 Tax Group and 16 of its affiliates filed for Chapter 11
protection citing liquidity issues including the actions
taken by several financial institutions in blocking access
to the company's funds.

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

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

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


ADELPHIA COMMS: Claims Objection Deadline Extended to September 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York to
extended, until Sept. 13, 2007, the time by which the Quest
Turnaround Advisors, LLC may object to the Reorganized Adelphia
Communications Corporation and its debtor-affiliates' prepetition
and administrative claims.

As of April 30, 2007, approximately 19,900 proofs of claim
asserting approximately $3,980,000,000,000 in claims had been
filed against the Reorganized Debtors, Shelley C. Chapman, Esq.,
at Willkie Farr & Gallagher LLP, in New York, informed the Court.

The Reorganized Debtors have filed 17 omnibus objections that
address $3,960,000,000,000 of filed claims, Ms. Chapman related.  
As a result, approximately $2,900,000,000,000 of filed claims
against the Debtors and the JV Debtors have been resolved.  The
Reorganized Debtors believe that fewer than 285 claims totaling
approximately $276,000,000 have not yet been expunged, withdrawn,
adjourned or allowed by the Court.

Notwithstanding the brisk pace of the claims process to date,
additional work on claims resolution remains to be done,
Ms. Chapman averred.  An extension, she explained, will permit the
Plan Administrator and the Reorganized Debtors to evaluate the
remaining claims to ensure that all non-meritorious claims have
been included in the Claims Objections, or can be included as
necessary in forthcoming claims objections.

Specifically, an extension will enable the Plan Administrator and
the Reorganized Debtors to:

  (1) evaluate the recently-filed Administrative Claims and file
      objections to those claims as necessary;

  (2) review, reconcile, and file additional claims objections,
      as necessary, to all remaining proofs of claim asserted
      against the Reorganized Debtors; and

  (3) ensure that there has been no oversight or omission in the
      claims review process and that all non-meritorious claims
      filed against the Reorganized Debtors have been or will
      be included on a Claims Objection prior to the Claims
      Objection Deadline.

The extension is not sought for purposes of delay and will not
prejudice any claimants or other parties in interest, Ms. Chapman
assured the Court.

Bank of Montreal, in its capacity as the Olympus Administrative
Agent, had objected to the Reorganized ACOM Debtors' request to
the extent that it enables the Debtors to assert any objections to
the Olympus Bank Claims outside of:

  (1) the Bank Lender Avoidance Complaint as defined under the
      First Modified Fifth Amended Joint Plan of Reorganization
      for Adelphia Communications Corporation and certain of its
      affiliated Debtors;

  (2) the terms of the Fifth Amended Plan; or

  (3) the withdrawal of the reference with respect to the
      Complaint.

The Bank pointed out that the Debtors' request is drafted broadly.  
Neither the Fifth Amended Plan nor the Motion contains a
definition of a "Claims Objection".  Moreover, the Bank said it is
unclear if that term includes the Complaint.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on
June 25, 2002.  Those cases are jointly administered under case
number 02-41729.  Willkie Farr & Gallagher represents the Debtors
in their restructuring efforts.  PricewaterhouseCoopers serves as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates' chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 170 & 171; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

The Court confirmed the Debtors' First Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Feb. 13, 2007.


ADELPHIA COMMS: Wants Affiliates' Chapter 11 Cases Closed
---------------------------------------------------------
The Reorganized Adelphia Communications Corporation and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to close the Chapter 11 cases of more than a
hundred affiliates pursuant to Sections 350 and 105(a) of the
Bankruptcy Code and Rule 3022 of the Federal Rules of Bankruptcy
Procedure.

The Cases to be Closed, Shelley C. Chapman, Esq., at Willkie Farr
& Gallagher LLP, in New York, relates, are primarily comprised of
each of the ACOM Debtors' cases that have been merged with and
into Adelphia Consolidation, LLC, a wholly owned non-debtor
subsidiary of Adelphia Communications Corporation.  It is no
longer necessary, she avers, to keep the Cases open pending the
resolution of all matters in the ACOM Debtors' jointly
administered cases.

The closing of the Cases will enable the Plan Administrator under
the ACOM Debtors' First Modified Fifth Amended Joint Plan of
Reorganization to more efficiently administer the provisions and
requirements of the Plan, Ms. Chapman states.  It will also
enable the ACOM Debtors to stop incurring quarterly U.S. Trustee
fees for the Cases to be Closed, she adds.

Ms. Chapman assures the Court that the ACOM Debtors' request will
not prejudice a claimant's rights to receive distributions under
the Plan to the extent that that claimant's claim is ultimately
allowed, nor will it alter or modify the terms of the Plan.

Lead Debtor Adelphia Communication's Chapter 11 case will remain
open until the Plan is fully administered and a final decree is
entered closing the Case, Ms. Chapman clarifies.

The Debtors further ask the Court to, upon proper notice to and
subject to objections filed by parties-in-interest:

  (a) close the cases of other Debtors in accordance with the
      Plan Administrator's determination; and

  (b) reopen, at any time prior to the closing of the Lead Case,
      any of the cases that have been closed.

A list of the Cases to be closed is available for free at:

             http://researcharchives.com/t/s?211e

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on
June 25, 2002.  Those cases are jointly administered under case
number 02-41729.  Willkie Farr & Gallagher represents the Debtors
in their restructuring efforts.  PricewaterhouseCoopers serves as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates' chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 170 & 171; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

The Court confirmed the Debtors' First Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Feb. 13, 2007.


AMERICAN AIRLINES: Lloyd Hill Voted as New Pilots' Union President
------------------------------------------------------------------
Pilots of American Airlines Inc. voted out Allied Pilots
Association incumbent president Ralph Hunter in a recent election,
according to various reports.

The pilots were disappointed over the union's proposed 30.5% wage
increase for next year.

Miami-based pilot and challenger Lloyd Hill, who received 2,393
more votes than his opponent, said that the 30.5% increase "is not
nearly enough."

Sources say that starting July 1, Mr. Hill and two other top
officials, Tom Westbrook and Bill Haug, will seek for a higher pay
increase for next year.

According to various reports, Mr. Hunter and other union leaders
were charged to be too friendly with the management, urging the
employees to help the company boost productivity with little pay.  
Yet, when the airline recovered, it gave stock bonuses for top
executives and other key employees in April 2006, approaching $100
million in value, and in April 2007, worth more than $160 million.

Dallas-based pilot Tom Westbrook defeated Vice President Sam
Bertling by an even larger margin, and San Francisco-based pilot
Bill Haug defeated incumbent Secretary-Treasurer Jim Eaton, the
papers recount.

                   About American Airlines Inc.

Based in Fort Worth, Texas, American Airlines Inc., a wholly owned
subsidiary of AMR Corp., operates the largest scheduled passenger
airline in the world with service throughout North America, the
Caribbean, Latin America, Europe and Asia.

                          *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
American Airlines Inc.'s (B/Positive/--) $125 million Dallas/Fort
Worth International Airport special facility revenue refunding
bonds, series 2007, due 2030.  The bonds are guaranteed by
American's parent, AMR Corp. (B/Positive/B-2), and are secured by
payments made by American to the airport authority.  Proceeds are
being used to refund the outstanding revenue bonds, series 1992
(rated 'CCC+'), whose rating is withdrawn.


AMERICAN TECH: Posts $1.3 Mil. Net Loss in Quarter Ended April 30
-----------------------------------------------------------------
American Technologies Group Inc. reported a net loss of $1,311,366
on net sales of $8,792,899 for the third quarter ended April 30,
2007, compared with a net loss of $1,045,447 on net sales of
$6,430,604 for the same period ended April 30, 2006.

Revenues for the quarter ended April 30, 2007, resulted from
operations of North Texas Steel and Whitco Poles.  A primary
reason for the increase in revenue was the inclusion of Whitco's
revenue in the 2007 quarter as well as improved market conditions.
Whitco was not acquired until April 25, 2006.

The cost of sales for the quarter ended April 30, 2007, increased
to approximately $7,833,000 from approximately $5,611,000 in 2006.

The increase in net loss was primarily due to the $392,000
increase in selling, general and administrative expenses.  This
increase was primarily from increased expenses associated with the
acquisition and operation of Whitco and professional fees
associated with the company's 2006 audit and SEC filings.

At April 30, 2007, the company's consolidated balance sheet showed
$19,748,387 in total assets, $19,653,074 in total liabilities, and
$95,313 in total stockholders' equity.

The company's consolidated balance sheet also showed strained
liquidity with $13,802,113 in total current assets available to
pay $14,422,726 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2007, are available for
free at http://researcharchives.com/t/s?2119

                        Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP, in New York, expressed
substantial doubt about American Technologies Group Inc.'s ability
to continue as a going concern after auditing the company's
financial statements for the fiscal year ended July 31,
2006.  The auditor pointed to the company's recurring losses and
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

                    About American Technologies

American Technologies Group Inc. (NASDAQ: ATEG) -- had been a
shell company with no significant operations before moving into
the steel products industry in 2005.  The company had been seeking
markets for its catalyst technology in the automotive aftermarket
and water purification industries and its vacuum distiller
technology for consumer applications.  American Technologies Group
expanded in September 2005 by buying North Texas Steel, a
fabricator of structural steel components for commercial,
institutional, and civil construction projects.  In 2006 the
company bought Whitco Company, a maker of steel and aluminum light
poles.  Company chairman Gary Fromm controls a 45% stake in
American Technologies Group.


ARMOR HOLDINGS: CFIUS Gives Nod on BAE Systems Merger
-----------------------------------------------------
The United States Department of the Treasury, on June 21, 2007,
notified Armor Holdings, Inc., that the Committee on Foreign
Investment in the United States completed its review of the
proposed merger of Jaguar Acquisition Sub, Inc., and a wholly
owned subsidiary of BAE Systems, Inc., with and into Armor
pursuant to an Agreement and Plan of Merger among Armor, BAE
Systems and Merger Sub, dated as of May 7, 2007.

CFIUS determined that there were no issues of national security to
warrant an investigation under the Exon-Florio Amendment that
provides authority to the U.S. President to suspend or prohibit
any foreign acquisition, merger or takeover of a U.S. corporation
that is determined to threaten the national security of the United
States.  Therefore, CFIUS concluded action under the Exon-Florio
Amendment with respect to the merger.

Completion of this CFIUS review was one of the conditions to the
consummation of the merger contained in the Merger Agreement.  The
merger continues to be subject to, among other conditions, the
approval of the stockholders of Armor and compliance with The
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

On June 18, 2007, with Armor's consent, BAE Systems voluntarily
withdrew its HSR filing and refiled in order to extend the initial
HSR review period.

Armor expects the merger to close during the third quarter of
2007.

Headquartered in Jacksonville, Florida, Armor Holdings, Inc.
(NYSE: AH)-- http://www.armorholdings.com/-- manufactures and   
distributes security products and vehicle armor systems for the
law enforcement, military, homeland security, and commercial
markets.

                          *     *     *

Armor Holdings, Inc.'s 8-1/4% Senior Subordinated Notes due 2013
carry Moody's Investors Service's B1 rating and Standard & Poor's
B+ rating.


BCE INC: In Talks with TELUS on Possible Business Merger
--------------------------------------------------------
The Strategic Oversight Committee of the Board of Directors of BCE
Inc. disclosed that TELUS Corporation has entered into discussions
to explore the possibility of a business combination with BCE.  

TELUS confirmed it has entered into a mutual non-disclosure and
standstill agreement and is pursuing non-exclusive discussions
with BCE about a possible business combination as part of the
strategic review process announced by BCE on April 17, 2007.

"TELUS believes the combination of the two businesses would
represent a compelling strategic and financial opportunity for all
BCE and TELUS stakeholders," Darren Entwistle, President and CEO
of TELUS, said.  "It would be an all Canadian solution for both
immediate and long-term value creation, whilst ensuring a vibrant
player continues in this increasingly competitive industry.  TELUS
has a unique opportunity to create a truly national Canadian
enterprise with the requisite balance sheet strength as well as
scale and scope to continue TELUS' development as a global leader
in the deployment of state of the art technology and innovative
new services for customers."

A combined TELUS/BCE could:

   * Create a combined organization poised for improved growth and
     returns through the realization of significant operating
     synergies to the ongoing benefit of TELUS and BCE investors;

   * Retain investment grade credit ratings thereby retaining
     financial strength to invest in long-term growth with the
     associated public benefits related to innovation and
     productivity;

   * Preserve and enhance a public Canadian investment vehicle for
     ordinary Canadians and institutional investors;

   * Ensure access to leading edge technology, services and
     devices for the benefit of Canadian consumers and the
     competitiveness of businesses;

   * Allow current BCE shareholders to participate in ongoing
     value creation on a largely tax deferred rollover basis which
     would be attractive to the many BCE shareholders with a low
     tax cost basis;

   * Preserve an income tax base for Canadian governments that
     would otherwise be eliminated by highly levered private
     equity structures with non-taxable equity holders and U.S.
     sourced debt;

   * Be the most likely strategic alternative to preserve long-
     term Canadian control if foreign ownership restrictions are
     removed;

   * Establish a truly national telecommunications company,
     similar to other G8, European and Commonwealth countries
     (e.g. British Telecom, France Telecom, Deutsche Telekom, NTT,
     Telecom Italia) in an industry critical to national
     Sovereignty;

   * Foster the continued evolution of security, health, and
     educational infrastructure of Canada.

BCE had reported its intention to review all strategic
alternatives with a view to further enhance shareholder value.  
The review is currently expected to be completed in the third
quarter of 2007.

Given the accelerated process that BCE has adopted, among other
things, there is no assurance that TELUS and BCE will continue
discussions or enter into any agreement to proceed with any
transaction.

                         About TELUS

TELUS Corp. (TSX: T, T.A; NYSE: TU) is a telecommunications
company in Canada, which provides a range of communications
products and services including data, Internet protocol, voice,
entertainment and video.

                        About BCE Inc.

Headquartered in Montreal, Canada, Bell Canada International Inc.
(TSX, NYSE: BCE) (NEX:BI.H) -- http://www.bci.ca/-- provides a
suite of communication services to residential and business
customers in Canada.  Under the Bell brand, the company's services
include local, long distance and wireless phone services, high-
speed and wireless Internet access, IP-broadband services,
information and communications technology services and direct-to-
home satellite and VDSL television services.  Other BCE businesses
include Canada's premier media company, Bell Globemedia, and
Telesat Canada, a pioneer and world leader in satellite operations
and systems management.

The company is operating under a Plan of Arrangement approved by
the Ontario Superior Court of Justice, pursuant to which BCI
intends to monetize its assets in an orderly fashion and resolve
outstanding claims against it in an expeditious manner with the
ultimate objective of distributing the net proceeds to its
shareholders and dissolving the company.


BORDA PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Borda Products, Inc.
        80 Bruckner Boulevard
        Bronx, NY 10454

Bankruptcy Case No.: 07-11908

Type of business: The Debtor distributes medical and surgical
                  supplies, food service equipment and
                  housekeeping supplies.  See
                  http://www.bordaproducts.com/

Chapter 11 Petition Date: June 20, 2007

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Marilyn Simon, Esq.
                  110 East 59th Street, 23rd Floor
                  New York, NY 10022
                  Tel: (212) 759-7909
                  Fax: (212) 759-7690

Debtor's financial condition as of June 20, 2007:

Estimated Assets: $7,937,907

Estimated Debts:  $7,996,203

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Dart Container Corp.                                  $266,383
432 Hogsback Road,
Cust 265
Mason, MI 48854-9599

Sabee Products, Inc.                                  $244,019
18743 West Reeve Street
Appleton, WI 54914

Georgia-Pacific Corp.                                 $147,867
133 Peachtree Street,
N.E.
Attention: Chris
Gilmartin
Atlanta, GA 30348

Medegen Medical Pdts.                                 $141,122

Dinex International, Inc.                             $123,855

Ruskin Moscou Faltischek,                              $82,827
P.C.

Solo Cup Operating Corp.                               $78,015

Mendon Truck Leasing &                                 $59,323
Rental

Schneider National, Inc.                               $51,596

S.C.A. Tissue North                                    $51,590
America, L.L.C.

Max Packaging Co.                                      $50,093

Dynarex Corp.                                          $47,931

Lagasse, Inc.                                          $46,023

Paperpak                                               $45,286

Gen Pak Corp.                                          $42,241

W.N.A. Cornet East                                     $35,636

Dispoz-O Products                                      $29,035

Chicopee, Inc.                                         $25,283

Beta Plastics Corp.                                    $23,788

Hygrade/L.D.F. Industries, Inc.                        $22,088


CARDTRONICS INC: Moody's Lowers Corporate Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service downgraded corporate family rating of
Cardtronics, Inc. to B3 from B2.  The rating outlook is stable.
This rating downgrade incorporates the $135 million debt-funded
acquisition of the assets of financial services business of 7-
Eleven.

The downgrade to B3 rating reflects Cardtronics' high debt
leverage, low interest coverage, negative free cash flow due to
very high capital expenditures, moderate customer concentration,
very modest asset coverage due to a low proportion of fixed assets
and a high level of intangible assets and goodwill, company's
relatively high acquisition appetite and slightly higher merchant
attrition rate in the merchant-owned accounts.  However, the
rating also reflects Cardtronics leading position in the growing
ATM industry, stability provided by recurring revenues from long
term service contracts, favorable credit profile of large
national, retail and convenience store clients, and strong service
delivery performance as measured by system availability in excess
of 98%, which supports high client retention in the company-owned
accounts.  The increased diversity of Cardtronics' revenue base
due to its operations in UK and Mexico is a further supporting
factor for the ratings.

These ratings are affected:

-- Corporate family rating to B3 from B2

-- Probability of default rating to B3 from B2

-- $200 million subordinated debt rating to Caa1, LGD4, 67% from
    B3, LGD5, 72%

The rating outlook is stable.

There could be upward pressure on the ratings should the company
experience sustained organic revenue growth, contained capital
spending, such that debt leverage as measured by debt to EBITDA
less capital expenditures falls below 8.0 times and EBITDA less
capital expenditures interest coverage is greater than 1.0x.
Conversely, a significant increase in debt financed acquisition
spending, weakening cash flow relative to debt service coverage
and increasing capital spending needs could result in negative
ratings pressure.

Headquartered in Houston, Texas, Cardtronics, Inc is a leading ATM
operator.


CATALYST PAPER: Moody's Rates New $200 Million Senior Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Catalyst Paper
Corporation's new $200 million senior unsecured notes.  At the
same time, the B1 corporate family rating, the B2 ratings on the
existing senior unsecured notes, and the Ba1 rating on the bank
credit facility were affirmed.  The outlook was changed to
negative.  The new notes are senior unsecured obligations of
Catalyst, and will rank pari passu with the company's existing
US$400 million (8.625% due 2011) and US$250 million (7.375% due
2014) notes and will be issued under similar terms and conditions.
The company intends to use the proceeds for general corporate
purposes including financing for future acquisitions.  Due to
increasing consolidation in the paper industry, Catalyst intends
to position itself with liquidity should any strategic assets
become available.  Absent any acquisition, the company may apply
the proceeds to partially call the $400 million (8.625% due 2011)
notes.

The new debt issue increases Catalyst's adjusted debt by
approximately 20%.  The increased debt level, in combination with
rising fiber costs, weakening paper prices and the appreciation of
the Canadian dollar, causes concern that the company's credit
metrics will be challenged in 2007.  Consequently, the company's
B1 corporate family rating is weakly positioned in the context of
current expectations and the rating outlook was changed to
negative.  Moody's will continue to monitor the company's
performance and will adjust the ratings accordingly should
financial results begin to deteriorate from expected levels.

Rating Issued:

-- $200 million Senior Unsecured Notes due 2017: B2 (LGD4, 64%)

Ratings Affirmed:

Catalyst Paper Corporation:

-- Corporate family rating: B1
-- Probability-of-default: B1
-- Senior Unsecured Notes: B2 (LGD 4, 64%)

Catalyst Paper Finance Limited:

-- Backed Senior Secured Bank Credit Facility (Dom Curr): Ba1
    (LGD1, 10%)

Outlook changed: to Negative from Stable

Headquartered in Vancouver, British Columbia, Catalyst is the
fourth largest North American-based newsprint and uncoated
groundwood specialty paper manufacturer as measured by production
capacity.  Catalyst is the largest producer of mechanical coated
and uncoated specialty papers and newsprint, and the only producer
of lightweight coated paper, on the west coast of North America.
The company also produces market pulp and kraft paper and operates
the largest paper recycling operation in Western Canada.


CDC MORTGAGE: Poor Performance Cues S&P to Lower Ratings  
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-3 and B-4 mortgage pass-through certificates from CDC
Mortgage Capital Trust 2004-HE2 and placed them on CreditWatch
with negative implications.  Concurrently, S&P affirmed its
ratings on the remaining five classes from the same transaction.
     
The lowered ratings and CreditWatch placements reflect the
deteriorating performance of the collateral pool.  Credit support
for this transaction is derived from a combination of
subordination, excess interest, and overcollateralization.  After
this deal stepped down in October 2006, the O/C target was reduced
to 0.50% of the original pool balance; moreover, realized losses
have consistently outpaced excess spread and have further eroded
O/C to the extent that credit support for these classes is no
longer sufficient to support the prior ratings.
     
As of the May 2007 remittance period, O/C for the pool backing
series 2004-HE2 had been reduced to $2.36 million, or 0.36% of the
original pool balance.  Cumulative realized losses reached $5.49
million, or 0.83% of the original pool balance.  Total and severe
(90-plus-days, foreclosures, and REOs) delinquencies constitute
29.69% and 20.08% of the current pool balance, respectively.
     
Standard & Poor's will continue to closely monitor the performance
of both classes.  If the delinquent loans cure to a point at which
monthly excess interest begins to outpace monthly net losses,
thereby allowing O/C to build and provide sufficient credit
enhancement, S&P will affirm the ratings and remove them from
CreditWatch.  Conversely, if delinquencies cause substantial
realized losses in the coming months and continue to erode credit
enhancement, S&P will take further negative rating action on these
classes.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
The collateral backing this transaction consists of pools of
fixed- and adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.


        Ratings Lowered and Placed on Creditwatch Negative

               CDC Mortgage Capital Trust 2004-HE2

                                 Rating
                                 ------
                Class      To               From
                -----      --               ----
                B-3        BB-/Watch Neg    BBB-
                B-4        B+/Watch Neg     BB+


                        Ratings Affirmed
  
              CDC Mortgage Capital Trust 2004-HE2

                      Class        Rating
                      -----        ------
                      M-1          AA
                      M-2          A
                      M-3          A-
                      B-1          BBB+
                      B-2          BBB


CHURCH & DWIGHT: Strong Performance Prompts S&P's Positive Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Princeton, New Jersey-based Church & Dwight Co. Inc. to positive
from stable.
     
"The revised outlook is based on the company's continued strong
operating performance and improved financial profile," said
Standard & Poor's credit analyst Patrick Jeffrey.  Church & Dwight
has reduced debt leverage to below 3x from the mid-3x area
following its acquisition of Orange Glo International in August
2006.  "While the company may make future debt-financed
acquisitions to support its growth strategy, we expect debt
leverage will be managed on average in the low-3x area," said Mr.
Jeffrey.  The ratings could be raised over the near term if the
company continues to demonstrate operating stability and a
financial policy consistent with a higher rating.
     
At the same time, Standard & Poor's affirmed all of its existing
ratings on the company, including the 'BB' corporate credit
rating.  This rating reflects the company's participation in the
highly competitive personal care segment of the consumer products
industry, its lack of geographic diversity, and its somewhat
aggressive acquisition strategy.  This is mitigated to an extent
by its established consumer brands, stable operating performance,
good free cash flow generation, and moderately leveraged balance
sheet.


CLEARANT INC: Posts $967,000 Net Loss in Quarter Ended March 31
---------------------------------------------------------------
Clearant Inc. reported a net loss of $967,000 on total revenues of
$435,000 for the first quarter ended March 31, 2007, compared with
a net loss of $2,513,000 on total revenues of $190,000 for the
same period ended March 31, 2006.

Revenues from direct distribution of Clearant Process sterile
implants were $179,000 and $0 during the quarters ended March 31,
2007 and 2006, respectively.  

Revenues from licensing activities decreased 49% to $40,000 in the
quarter ended March 31, 2007, from $79,000 in the quarter ended
March 31, 2006.  Revenues from fee for service activities
increased 67% to $50,000 for the quarter ended March 31, 2007,
from $30,000 in the quarter ended March 31, 2006.  Revenues from
contract research, milestones and grants increased to $166,000 in
the quarter ended March 31, 2007, from $61,000 in the same quarter
last year.  The increase is primarily related to a one-time non-
recurring license agreement termination fee in that quarter.  

At March 31, 2007, the company's consolidated financial statements
showed $2,721,000 in total assets and $2,867,000 in total
liabilities, resulting in a $146,000 total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $1,357,000 in total current assets
available to pay $2,863,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?211c

                       Going Concern Doubt

Singer Lewak Greenbaum & Goldstein LLP, in Los Angeles, expressed
substantial doubt about Clearant Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
negative cash flow from operations.

                       About Clearant Inc.

Clearant Inc. (OTC BB: CLRIE.OB) -- http://www.clearant.com/-- is  
a biotechnology company which has developed the patent-protected
Clearant Process, which substantially reduces all types of
bacteria and viruses in biological products while maintaining the
functionality of the underlying tissue implant or protein.


COATES INT'L: March 31 Balance Sheet Upside-Down by $3.1 Million
----------------------------------------------------------------
Coates International Ltd. reported a net loss of $616,388 for the
first quarter ended March 31, 2007, compared with a net loss of
$489,610 for the same period in 2006.

No revenues were generated during the three month periods ended
March 31, 2007, and 2006.  Total operating expenses for the three
month periods ended March 31, 2007, and 2006, were approximately
$520,000 and $392,000, respectively, an increase of 32.7%.
Research and development costs were approximately $81,000 for the
three month periods ended March 31, 2007, compared to nil in 2006.
This increase in research and development costs reflects the
company's emphasis on R&D activities to complete development, make
engineering refinements and perform testing of the technology for
the third prototype production engine for Well-to-Wire.

At March 31, 2007, the company's consolidated financial statements
showed $2,436,014 in total assets and $5,613,115 in total
liabilities, resulting in a $3,177,101 total stockholders'
deficit.

The company's consolidated financial statements for the quarter
ended March 31, 2007, also showed strained liquidity with $669,145
in total current assets available to pay $1,261,508 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?211a

                       Going Concern Doubt

Weiser LLP, in New York, expressed substantial doubt about Coates
International Ltd.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
quarter ended March 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations, working capital
deficit, and stockholders' deficiency.

                    About Coates International

Headquartered in Wall Township, New Jersey, Coates International
Ltd. (OTC BB: COTE.OB) -- http://www.coatesengine.com/ -- has   
substantially completed the development of the Coates spherical
rotary valve engine.  The company is now engaged in adapting its   
technology to manufacturing industrial engines to power electric
generators with output of up to 300kw, depending on the primary
fuel.  Thereafter, the company intends to manufacture engines for
multiple other applications and uses.


COLE-TECH INC: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cole-Tech, Inc.
        P.O. Box 35
        Weimar, TX 78962

Bankruptcy Case No.: 07-34129

Chapter 11 Petition Date: June 21, 2007

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Reese W. Baker, Esq.
                  5151 Katy Freeway, Suite 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100

Estimated Assets: Unstated

Estimated Debts:  Unstated

Debtor's 19 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
U.S. Rubber                 open accounts             $115,000
c/o William Buck,
Attorney
4902 Yarwell
Houston, TX 77095

Compass Bank                purchase money;            $85,440
701 South 32nd Street       value of
Birmingham, AL 35233        security:
                            $80,000

Internal Revenue Service    taxes                      $83,000
P.O. Box 21126
Philadelphia, PA 19114

Wells Fargo                 open account               $60,110

Ford Credit                 purchase money;            $26,961
                            value of
                            security:
                            $23,000

Bank of West                deficiency                 $25,000
Asset Recovery Dept.        balance

Chase Cardmember            open account               $22,993
Services

Ford Credit                 deficiency                 $19,502
                            balance

San Antonio Credit Union    deficiency                  $8,440
                            balance

Home Depot                  open account                $3,444

Texas Comptroller of        taxes                       $2,032
Public Accounts

Signature Media Solutions   open account                $1,738

Shell Fleet                 credit card                 $1,024

A.L.M.E.X.                  open account                  $736

Idearc Media                open account                  $685

Nationwide Plastics         open account                  $655

Infocom, U.S.A.             open account                  $380

Chase                       credit card                   $183

Mack Bolt & Steel           open account                  $113


COLLINS & AIKMAN: Workers Balk at Lack of Response on Shutdown
--------------------------------------------------------------
Approximately 575 employees at two of the Collins & Aikman Corp.'s
Canadian plants -- Mississauga and Port Huron -- stopped work on
June 18, 2007, because of concerns over their jobs as the company
prepares to close the plants, Bloomberg News reports.  The two
Ontario plants produce injection-molded car interior parts for
United States automakers.  

The United Steelworkers members are upset about Collins' "lack of
response" on the planned shutdown of the plants.

An interim settlement has been reached by members of the United
Steel Workers and Collins after an almost-24 hour work stoppage
and occupation.

According to Bloomberg News, the settlement "secures full
severance pay with an $11,500,000 escrow fund, provides for an
immediate return to work with no loss in pay for time lost during
the dispute, a guarantee of no reprisals from the company, and
calls for immediate bargaining between the union and the company
for a full closure agreement."

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


COLLINS & AIKMAN: Wants Court Nod on Sale of Three U.S. Facilities
------------------------------------------------------------------
Collins & Aikman Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to approve
an asset purchase agreement for the sale of assets at their Evart,
Michigan; Belvidere, Illinois; and St. Louis, Missouri facilities
free and clear of liens, claims, encumbrances and other interests;
the assumption and assignment of certain executory contracts and
unexpired leases in connection with the Sale; and waive the stays
of the sale.

In consultation with JPMorgan Chase Bank, N.A., as agent for
their senior, secured prepetition lenders, the Debtors determined
that the sale of the business at the Facilities as a going
concern would maximize value for their estates and creditors.

After an extensive marketing process and examining the bids
received from potential buyers, the Debtors and their advisors,
in consultation with JPMorgan, determined that the offer from
Ventra Evart, LLC; Ventra Belvidere, LLC; Ventra St. Louis, LLC;
and Ventra Assembly Company was the highest and best offer
received by the Debtors.  On June 11, 2007, the parties executed
the Asset Purchase Agreement.

The salient terms of the APA, with Ventra as purchaser, and
Collins & Aikman Corporation and JPS Automotive, Inc., as
sellers, include:

   * the purchase price will consist of $7,540,870 for acquired
     assets other than the Textron Assets, plus $2,900,000 for
     the Textron Assets;

   * the Acquired Assets include the sellers' right, title and
     interest in and to substantially all of the assets
     exclusively used in the Business, whether tangible or
     intangible, whether real, personal or mixed, and whether
     or not carried on the books of the sellers;

   * excluded assets include all of the assets and properties
     that are being retained by the sellers and are not being
     sold or transferred to the purchaser, including cash,
     certain claims and causes of action, certain corporate
     documents, intercompany receivables, and certain tooling
     used by the sellers in connection with the manufacture of
     certain component parts;

   * assumed liabilities include sellers' liabilities and
     obligations under assumed contracts and leases arising
     after closing; liabilities and obligations with respect to
     the Business or the Acquired Assets arising after the
     closing; 50% of the transfer taxes, if any, applicable to
     the transfer of the Acquired Assets to the purchaser; and
     certain environmental liabilities that arise as a result
     of the purchaser's operation of the Acquired Assets after
     the closing;

   * excluded liabilities consist of all the sellers'
     liabilities that are not assumed liabilities, including
     certain tax liabilities, certain employee liabilities, and
     liabilities of sellers arising prior to the closing; and

   * the sellers will assume and assign to the purchaser,
     effective as of the closing date, certain executory
     contracts and unexpired leases at the Belvidere Facility
     -- Lease for Toshiba E-280 Copier System with GE Capital
     and Lease for premises located at Lot 4 Townhall
     Industrial Park, Belvidere, Illinois, with Townhall 4,
     LLC.

To assist in the assumption, assignment and sale of the assumed
agreements, the Debtors also request that the Court enter an
order providing that anti-assignment provisions in the Assumed
Agreements will not restrict, limit or prohibit the assumption,
assignment and sale of the Assumed Agreements and are deemed and
found to be unenforceable anti-assignment provisions within the
meaning of Section 365(f) of the Bankruptcy Code.

To maximize the value of the assets and preserve the viability of
the Business, the Asset Purchase Agreement provides for a closing
date no later than June 30, 2007.

A copy of the Asset Purchase Agreement is available for free at:

            http://ResearchArchives.com/t/s?211f

                           Objections

(1) UAW

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America, and its local unions
282, 1268 and 227, is the collective bargaining representative of
the Debtors' bargaining unit employees at their Evart, Belvidere,
and St. Louis Facilities.  The UAW is party to a series of
collective bargaining agreements with the Debtors.

As part of the contemplated asset sale involving the Evart
Facility, the UAW engaged in challenging and difficult
discussions with the purchaser concerning the terms and
conditions of a new collective bargaining agreement for hourly
employees.  They eventually reached an agreement, and the
resulting labor agreement was ratified by UAW Local 2270
membership in Evart.  The UAW supports the Evart asset sale.

The UAW and purchaser have not agreed to terms and conditions of
a labor agreement governing the UAW-represented hourly employees
at the Debtors' Belvidere Facility.  The purchaser has indicated
it would not assume the terms and conditions of the existing
Belvidere CBA, and the terms of the APA state as much, Niraj R.
Ganatra, Esq., associate general counsel of the UAW, in Detroit,
Michigan, tells the Court.

The Debtors and the UAW have agreed, in the current Belvidere and
St. Louis CBAs, which extend, by their own terms, until at least
December 1, 2009, and July 24, 2009, that the Debtors may not
sell the assets of their businesses to any party unless the buyer
agrees to assume the terms and conditions of the CBA and the
obligations that arise, including the Debtors' collectively
bargained wage, benefit and other specified obligations to their
employees.

The UAW objected to the sale of the Belvidere Facility without
requiring the purchaser to assume the current Belvidere CBA.  The
Debtors remain bound by the terms of their CBAs with the UAW.  
Under Section 8(d) of the National Labor Relations Act, an
employer may modify a collective bargaining agreement only in
specific situations.  The mid-term modifications must be mutually
agreed-upon, Mr. Ganatra said.

"At no time since the CBAs were executed have the parties met or
engaged in any mid-term modification(s) to the [Belvidere or St.
Louis] CBAs.  The CBAs, and all relevant provisions, remain
intact," Mr. Ganatra noted.

The UAW also has not consented to the sale of St. Louis assets.  
It reserves all its rights in relation to the sales motion order,
any other orders, and all other continuing developments, possible
changes in bids, submission of further documentation, and the
submission of other objections.

The UAW asked the Court to grant the Debtors' sale motion only
upon the condition that the purchaser will be required to assume
the Belvidere and St. Louis CBAs.

(2) Townhall

Townhall 4, LLC, related that the purchaser has not given
Townhall adequate assurance that it would be able to perform its
duties under the lease dated Aug. 9, 2004, for property at Lot
4 Townhall Industrial Park, Belvidere, Illinois, between Townhall
and the Debtors, if the Lease were assumed and assigned to the
purchaser.

The $15,972 cure amount listed for the Lease is also incorrect,
Robert J. Diehl, Jr., Esq., at Bodman LLP, in Detroit, Michigan,
tells the Court.

Townhall agrees that the $15,972 the Debtors listed as the cure
amount is due and owing for 2005 real property taxes under the
Lease.  Townhall notified the Debtors that an additional $26,649
is also currently due and owing under the Lease for 2006 real
property taxes.  The Debtors informed Townhall that the $26,649
would be paid, however, Townhall has not yet received the
payment.

The Debtors have filed a preference complaint, Adversary
Proceeding No. 07-05453, against Townhall alleging $135,088 in
preferential transfers, on account of rent payments due under the
Lease.  Mr. Diehl states that if the Debtors assume and assign
the Lease, they must dismiss the Townhall Complaint with
prejudice in connection with the assumption of the Lease because
all of the alleged preferential transfers from the Debtors to
Townhall were on account of rent payments due under the Lease.

(3) Hourly Employees

Certain hourly employees in the Debtors' Evart Plant, including
Susan M. Ward and Henriette D. Davis, are in disagreement with
the Court's findings about the money distribution regarding the
sale of assets, among others.

The hourly employees alleged that they were lied to and cheated
out of five years of their pension.  Moreover, Ms. Ward said,
retirees that have worked 30 years are going to lose their health
coverage and any supplemental pension amount that they have been
promised throughout their working years, in their union
contracts.

The hourly employees asserted that even if Collins & Aikman
Corporation will no longer be a company through the Debtors'
Chapter 11 cases, they have liabilities to all employees.  They
stated that concessions were made for the pending sale of the
Evart Plant, and sacrifices will be made by all employees.

The employees will be paying a price for the Debtors' negligence.  
That price not only affects, among others, future working
conditions, salaries, vacations and health insurance, but the
employees' security for their future and retirement years, which
they trustingly put in the Debtors' hands, the hourly employees
contend.

The hourly employees asked the Court to consider reimbursing all
or any financial or medical coverage funds due to them.

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


DAIMLERCHRYSLER: Truck Group Inks Supply Pact with Fiat Powertrain
------------------------------------------------------------------
The DaimlerChrysler Truck Group and Fiat Powertrain Technologies
have concluded a strategic cooperation agreement in the field of
powertrains.

The first step of this agreement concerns the long-term supply of
light-duty diesel engines to the Mitsubishi Fuso Bus & Truck
Corporation, to be used in the Canter light commercial vehicle
which will be marketed in major markets, including and FPT will
supply around 80,000 F1C engines per year to Mitsubishi Fuso
starting in 2009.  The supply volumes will increase over the
following years.

The engine is a Common Rail Diesel engine, with displacement,
rated 177 Hp at 3,500 rpm and a torque of 400 Nm at 1,400 rpm.

Thanks to the optimized design of all engine components and to the
advanced technology of its injection and turbocharging systems,
the F1C engine guarantees excellent performance and fuel
consumption.  The F1C engine is currently manufactured only in,
but production in an additional site will shortly be started as
part of the globalization of FPTs footprint.

The current Canter generation was introduced in 2002 and is one of
the most successful light-duty trucks in -- sold over 132,000
times in over 106 countries world-wide.  Its great success and
Mitsubishi Fuso's core competence for such vehicles makes MFTBC
the world-wide Competence Centre for light-duty trucks within the
DaimlerChrysler Truck Group.

Within the framework of this strategic supply-agreement the two
companies are also investigating further potential business
opportunities in other markets, including.

"This agreement is a key step in our strategy aimed at developing
strategic partnerships in all sectors of the Group" Sergio
Marchionne, CEO of Fiat Group, said.  "Our ability to partner with
DaimlerChrysler is confirmation that the decision to carve out our
powertrain activities as a separate sector two years ago was the
right one, and that we have products and technical skills to
satisfy the needs of a demanding market."

"Today's and future emission regulations demand a high level of
investment and technological specialization," Dieter Zetsche,
Chairman of the Board of Management of DaimlerChrysler AG and
responsible for the Mercedes Car Group, said.  "This agreement
provides a value added for both companies, Fiat Group and
DaimlerChrysler."

"The agreement is a milestone for the DaimlerChrysler Truck Group
in many ways," Andreas Renschler, Member of the DaimlerChrysler
Board of Management and responsible for the Truck Group, added.  
"With this alliance we have reached the best decision for our Fuso
customers as we will offer them the most modern, technologically
advanced and ecologically friendly light-duty engine for their
businesses. And the engine will deliver high performance combined
with highly competitive fuel efficiency."

"This agreement witnesses the level of our technology and supports
the strategic role of FPT in expanding its business outside the
captive market" Alfredo Altavilla, CEO of Fiat Powertrain
Technologies, said.  "We trust this supply agreement can be the
first step in a long-lasting and mutually satisfactory cooperation
in further selected projects."

Formed in March 2005, Fiat Powertrain Technologies is the Engines
and Transmissions sector of the Fiat Group.  With its annual
output of around 2.8 million engines and 2.1 million
transmissions, with 16 plants and 10 R&D centres, FPT is one of
the key players in its sector on a worldwide basis.

The DaimlerChrysler Truck Group is a division of DaimlerChrysler
AG and the world's largest commercial vehicle manufacturer.  With
its five truck brands Mercedes-Benz, Freightliner, Sterling,
Western Star and Fuso it operates over 50 locations in Western
Europe, Asia, the NAFTA region and Latin America.  Last year the
Truck Group sold 537,000 trucks world-wide.

Mitsubishi Fuso Truck & Bus Corporation is based in Kawasaki,
Japan, and sold a total of 186,600 units including light-, medium-
and heavy-duty trucks and buses in 2006.  DaimlerChrysler AG owns
85% of MFTBC.  The remaining 15% of shares are held by various
Mitsubishi Group companies.  MFTBC is an integral part of the
DaimlerChrysler Truck Group.

                      About DaimlerChrysler

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

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

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

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

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


DAYTON SUPERIOR: Plans to Refinance Two Existing Senior Notes
-------------------------------------------------------------
Dayton Superior Corporation said it intends to refinance its
existing senior notes and senior subordinated notes.  The company
anticipates completing the refinancing within the next several
weeks, subject to market conditions.

The proceeds from a new syndicated senior secured credit facility,
along with borrowings under the company's existing revolving
credit facility, will be used to fully refinance both the
company's existing outstanding 10.75% senior second secured notes
due 2008 and the 13% senior subordinated notes due 2009.

Concurrent with the new senior credit facility, the company will
amend and restate its existing revolving credit facility.

                      About Dayton Superior

Dayton Superior Corporation -- http://www.daytonsuperior.com/--   
(NASDAQ: DSUP) provides specialized products consumed in non-
residential, concrete construction, and is the largest concrete
forming and shoring rental company serving the domestic, non-
residential construction market.  The company's products can be
found on construction sites nationwide and are used in non-
residential construction projects, including: infrastructure
projects, such as highways, bridges, airports, power plants and
water management projects; institutional projects, such as
schools, stadiums, hospitals and government buildings; and
commercial projects, such as retail stores, offices and
recreational, distribution and manufacturing facilities.

As of March 31, 2007, the company's balance sheet showed total
assets of $312.5 million and total liabilities of $418 million,
resulting in a total stockholders' deficit of $105.5 million.


EQUIFIRST MORTGAGE: Fitch Holds Low-B Ratings on Six Issues
-----------------------------------------------------------
Fitch Ratings has taken the following rating action on the
Equifirst Mortgage Loan trusts issues below:

Series 2003-1

    -- Class I-F1 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'BBB'.

Series 2003-2

    -- Classes I-A1, II-A2, and III-A3 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4 affirmed at 'BBB+';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6 affirmed at 'BBB-';
    -- Class B-1 affirmed at 'BB+'.

Series 2004-1

    -- Classes I-A1, II-A2, and II-A3 affirmed at 'AAA';
    -- Class M-1 upgraded to 'AA+' from 'AA';
    -- Class M-2 upgraded to 'AA-' from 'A+';
    -- Class M-3 upgraded to 'A+' from 'A';
    -- Class M-4 affirmed at 'A-';
    -- Class M-5 affirmed at 'BBB+';
    -- Class M-6 affirmed at 'BBB';
    -- Class M-7 downgraded to 'BB' from 'BBB-';
    -- Class B-1 downgraded to 'B' from 'BB+'.

Series 2004-3

    -- Classes A-2 and A-3 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-';
    -- Class B-1 affirmed at 'BB+';
    -- Class B-2 affirmed at 'BB'.

Series 2005-1

    -- Classes A-3 and A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class B-1 affirmed at 'BB+';
    -- Class B-2 affirmed at 'BB';
    -- Class B-3 affirmed at 'BB-'.

The mortgage pools consist of first lien, fixed-rate and
adjustable-rate residential mortgage loans.  Equifirst
Corporation, a wholly-owned subsidiary of Regions Bank Corporation
(rated 'A+' by Fitch), originated or acquired the mortgage loans
for the above trusts.

The affirmations affect approximately $762.5 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The upgrades
reflect an improvement in the relationship of CE to future loss
expectations and affect approximately $43.7 million in outstanding
certificates.  The downgrades reflect the deterioration in the
relationship of CE to future loss expectations and affect $5.7
million in outstanding certificates.

In the months subsequent to the step-down date of March 2007, the
overcollateralization has been below the target amount.  In the
past two months the OC percentage has decreased by approximately
72 basis points, adding pressure to the most subordinate bond.  
Fitch does expect the delinquency trigger to be breached in the
future which will allow the mezzanine bonds to maintain CE despite
future losses to the trust.

The servicers for the above trusts are as follows: Ocwen Federal
Bank FSB (rated 'RPS2' by Fitch) for series 2003-2 and 2004-3,
Select Portfolio Servicing, Inc. (rated 'RPS2-' by Fitch) for
series 2003-1, HomEq Servicing Corporation (rated 'RPS1' by Fitch)
for series 2004-1, and Saxon Mortgage Services, Inc. (rated
'RPS2') for series 2005-1.


EQUITY INNS: Whitehall Street Deal Cues Moody's to Review Ratings
-----------------------------------------------------------------
Moody's placed Equity Inns L.P.'s Ba3 long-term issuer rating and
Equity Inns' B2 preferred stock rating under review for possible
downgrade.

This rating action was taken in response to Equity Inns'
announcement that it agreed to be acquired by an affiliate of
Whitehall Street Global Real Estate Limited Partnership 2007 for
about $1.26 billion in cash and the assumption of $800 million in
debt and $140 million of preferred stock (Series B and C).  The
purchase price of $23 per share reflects an approximately 28%
premium over Equity Inn's 90-day average closing share price.  The
transaction terms include no financing contingency to closing,
which is expected to occur in the fourth quarter of 2007.

The ratings review reflects Whitehall's stated intent to convert
the rated Series B preferred stock into preferred shares of the
acquiring entity with identical terms and the likelihood of
increased overall leverage and particularly secured leverage
subsequent to the transaction, as has been typically observed by
Moody's in public-to-private deals.  In its review Moody's will
focus on Equity Inns' pro forma capital structure -- in specific,
overall leverage and the use of secured debt, as well as strategic
profile and management structure.

The following ratings were placed under review for possible
downgrade:

Equity Inns, Inc.

-- Preferred stock series B at B2

Equity Inns Partnership, L.P.

-- Issuer rating at Ba3

Equity Inns, Inc. [NYSE: ENN], based in Memphis, Tennessee, USA,
is a self-advised real estate investment trust (REIT) and the
largest US REIT focused on the upscale extended stay, all-suite
and mid-scale limited-service segments of the hotel industry.
Equity Inns became publicly traded in 1994 and is now the oldest
public hotel REIT in the USA with 132 hotels in 35 states. At
March 31, 2007, Equity Inns' total assets were $1.2 billion.


FREMONT HOME: S&P Lowers Ratings on Nine Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of certificates from four Fremont Home Loan Trust
transactions.  The ratings on four of these classes remain on
CreditWatch with negative implications, two were placed on
CreditWatch with negative implications, and two were removed from
CreditWatch with negative implications.  At the same time, S&P
placed its ratings on four other classes, including one from an
additional series, on CreditWatch with negative implications.
     
The seasoning of these deals ranges from eight to 44 months, and
all of the pools consist of subprime collateral, with the
exception of series 2006-B, loan group 2, which consists of
second-lien mortgage loans.
     
The negative rating actions affecting the subprime pools reflect
adverse collateral performance in recent months.  Recent
performance trends, including the delinquency pipelines and the
relationships between monthly net losses and monthly excess
interest, are not favorable and indicate that current and
projected credit support percentages are not sufficient at the
previous rating levels.  As of the May 2007 distribution,
overcollateralization levels were below their respective targets
for all five pools, while O/C deficiencies have worsened compared
with six months ago.  Total delinquencies for the affected
subprime pools range from 12.58% (series 2003-A) to 31.93% (series
2005-1) of the current principal balances, while cumulative losses
range from 0.67% (series 2004-3) to 0.92% (series 2004-A) of the
original principal balances.
     
The negative rating actions affecting the certificates from series
2006-B, loan group 2, which are backed by stressed second-lien
collateral, reflect the severe deterioration of available credit
support due to extreme early losses during recent months.  While
this pool is only eight months seasoned, it has incurred $26.09
million (9.06% of the original principal balance) in cumulative
realized losses to date.  The four-month average net loss is
approximately $6.48 million, which has consistently outpaced
monthly excess interest.  O/C for this pool was not fully funded
at issuance and was completely depleted during the April 2007
distribution.  Since this remittance period, losses have caused
the two most subordinate classes, originally rated 'BB+' and 'BBB-
', to default.
     
Credit support for these transactions has deteriorated recently,
and S&P expect to take negative rating actions in the future if
losses continue and further erode credit support.  If losses
decline to a point at which they no longer exhaust available
credit enhancement, and the level of credit enhancement is not
further eroded, S&P will affirm the ratings on these classes and
remove them from CreditWatch.
     
S&P removed the ratings on classes SL-M7 and SL-M8 from series
2006-B from CreditWatch because they were lowered to 'CCC'.  
According to Standard & Poor's surveillance practices, ratings
lower than 'B-' on classes of certificates or notes from RMBS
transactions are not eligible to be on CreditWatch negative.


     Ratings Lowered and Placed on Creditwatch Negative
   
                 Fremont Home Loan Trust

                                         Rating
                                         ------
     Series        Class          To              From
     ------        -----          --              ----
     2006-B        SL-M4          BB/Watch Neg    A+
     2006-B        SL-M5          B/Watch Neg     A


    Ratings Lowered and Remaining on Creditwatch Negative
   
                Fremont Home Loan Trust

                                        Rating
                                        ------
    Series        Class          To              From
    ------        -----          --              ----
    2004-A        B-3            BB/Watch Neg    BBB-/Watch Neg
    2004-3        M10            BBB-/Watch Neg  BBB+/Watch Neg
    2005-1        B-3            B/Watch Neg     BB/Watch Neg
    2006-B        SL-M6          B-/Watch Neg    BBB/Watch Neg


    Ratings Lowered and Removed from Creditwatch Negative
   
                Fremont Home Loan Trust

                                       Rating
                                       ------
    Series        Class          To              From
    ------        -----          --              ----
    2006-B        SL-M7          CCC             B+/Watch Neg
    2006-B        SL-M8          CCC             B/Watch Neg


                    Rating Lowered
         
               Fremont Home Loan Trust

                                       Rating
                                       ------
    Series        Class          To              From
    ------        -----          --              ----
    2006-B        SL-9           D               CCC


        Ratings Placed on Creditwatch Negative
   
               Fremont Home Loan Trust

                                       Rating
                                       ------
   Series        Class           To               From
   ------        -----           --               ----
   2003-A        M-5             BBB/Watch Neg    BBB
   2006-B        M-11            BB+/Watch Neg    BB+
   2006-B        SL-M2           AA/Watch Neg     AA
   2006-B        SL-M3           AA-/Watch Neg    AA-


GENCORP INC: Inks Amended & Restated $280 Million Credit Facility
-----------------------------------------------------------------
GenCorp Inc. entered into an amended and restated $280 million
senior secured credit facility with a syndicate of lenders.  

The facility was arranged by Wachovia Capital Markets LLC and
JP Morgan Securities Inc. as Joint Lead Arrangers and Joint Book
Runners.  JPMorgan Chase Bank acts as the Syndication Agent.
Wachovia Bank, National Association acts as Administrative Agent
for the new facility.
    
The credit facility provides for an $80 million revolving credit
facility maturing on June 21, 2012, and a $200 million credit-
linked facility maturing on April 30, 2013.  The credit-linked
facility consists of a $75 million term loan and a $125 million
letter of credit subfacility.

The interest rate on the revolving credit facility is LIBOR plus
225 basis points per annum, subject to adjustment downwards if
leverage is reduced.

Letters of credit under the credit-linked facility will be charged
a fee of 225 basis points per annum, a fronting fee of 10 basis
points per annum in addition to charges customarily applicable to
such facilities.  The unused revolver commitment fee is 50 basis
points per annum, subject to adjustment downwards if leverage is
reduced.
    
The facility is secured by a substantial portion of the company's
real property holdings and substantially all of its other assets,
including the stock and assets of its material domestic
subsidiaries that are guarantors of the facility.  The company is
subject to certain limitations including the ability to:

   * incur additional debt,

   * sell assets,

   * release collateral,

   * retain proceeds from asset sales and issuances of debt or    
     equity,

   * make certain investments and acquisitions,

   * grant additional liens, and
   
   * make restricted payments.  

The company is also subject to maximum total leverage and minimum
interest coverage covenants throughout the term of the facility.
    
"The company is pleased with the closing of this new credit
facility which extends maturities and provides the company with
more flexibility to manage its operations and real estate assets,"
Yasmin Seyal, senior vice president and chief financial officer,
said.

                         About GenCorp Inc.

Headquartered in Rancho Cordova, California, GenCorp Inc. (NYSE:
GY) -- http://www.GenCorp.com/-- is a technology-based  
manufacturer of aerospace and defense products and systems with a
real estate business segment that includes activities related to
the re-zoning, entitlement, sale, and leasing of the company's
excess real estate assets.

                            *     *     *

As reported in the Troubled Company Reporter on June 7, 2007,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on GenCorp Inc.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating and '1' recovery rating to the propulsion provider's
proposed $280 million bank financing, indicating high expectations
of a full recovery of principal following payment default.  The
outlook is stable.

As reported in the Troubled Company Reporter on the May 31, 2007,
Moody's Investors Service assigned a Ba2 rating GenCorp Inc.'s
proposed senior secured credit facility, which consists of an $80
million revolving facility due 2012, a $75 million term loan due
2013, and a $125 million synthetic letter of credit facility due
2013.  At the same time, Moody's affirmed all ratings of GenCorp
Inc., corporate family rating of B2, and has lowered the ratings
outlook to negative.


GREENPARK GROUP: Court Okays Kohut as Special Litigation Counsel
----------------------------------------------------------------
The Honorable Erithe A. Smith of the United States Bankruptcy
Court for the Central District of California gave GreenPark Group
LLC and its debtor-affiliates permission to employ Kohut & Kohut
LLP as their special litigation counsel.

The firm is expected to:

     a. represent the Debtors as special litigation counsel with
        respect to the removed actions; and

     b. perform other and further services as typically may be
        rendered by the special litigation counsel as new matters
        arise.

The Debtors reminds the Court that its general insolvency counsel,
Irell & Manella LLP, is involved in the removed actions, however,
none of the services rendered by Kohut & Kohut will be duplicative
to Irell & Manella's services.

Ronald J. Kohut, Esq., a partner of the firm, charges $450 per
hour for this engagement.  Luara L. Kohut, Esq., and Megan Wagner,
Esq., will also be rendering their services and both bill at
$350 per hour.

Mr. Kohut 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 Court.

Mr. Kohut can be reached at:

     Ronald J. Kohut, Esq.
     Kohut & Kohut LLP
     600 Anton Boulevard, Suite 1075
     Costa Mesa, California
     Tel: (707) 573-3100

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


GSAMP TRUST: S&P Puts Default Ratings on Two Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes of certificates from GSAMP Trust's series 2006-S3, 2006-
S4, and 2006-S5.  The lowered ratings include the downgrades of
class M-6 from series 2006-S3 and class M-6 from series 2006-S5 to
'D' from 'CCC'.  S&P also lowered the ratings on class M-2 from
series 2006-S3, classes B-1 and B-2 from series 2006-S4, and
classes M-1 and M-2 from series 2006-S5 and placed them on
CreditWatch with negative implications.  Concurrently, S&P lowered
the ratings on class M-3 from series 2006-S3 and classes M-3 and
M-4 from series 2006-S5 and left them on CreditWatch negative.  
Additionally S&P lowered the ratings on class M-4 from series
2006-S3 and class M-5 from series 2006-5 to 'CCC' and removed from
CreditWatch negative.  S&P also placed the ratings on class M-1
from series 2006-S3 and class M-7 from series 2006-S4 on
CreditWatch with negative implications.  Finally, S&P affirmed the
ratings on the remaining outstanding classes from these three
transactions.
     
The drastic rating adjustments reflect the continuing heavy losses
and high delinquencies of the mortgage pools backing these three
series in recent months.  These three transactions are backed by
closed-end, second-lien mortgage loans, which are generally
charged off after they are delinquent for 180 days.
     
As of the May 2007 remittance period, the pool backing series
2006-S3 incurred a cumulative loss of $65.23 million, or 13.20% of
the original pool balance.  The loss completely depleted
overcollateralization and the class B-1, B-2, and M-7 certificates
have been completely written down.  S&P lowered its rating on
class M-6 to 'D' because of $3.46 million in principal write-
downs.  Total delinquencies and severe delinquencies constitute
17.14% and 8.23% of the series' current pool balance,
respectively.
     
The pool backing series 2006-S4 incurred a record loss of
$16.47 million during the May 2007 remittance period.  To date,
this series has experienced cumulative losses totaling $19.24
million, or 2.95% of the original pool balance.  Given the losses
to date, O/C has been reduced to $15.43 million, or 2.36% of the
original pool balance, below its target of 5.65% of the original
pool balance.  Total delinquencies and severe delinquencies
constitute 7.80% and 3.75% of the current pool balance,
respectively.
     
For the same period, the pool backing series 2006-S5 had
experienced cumulative losses totaling $35.41 million, or 10.70%
of the original pool balance.  Losses have completely depleted O/C
and the class B-1, B-2, and M-7 certificates have been completely
written down.  S&P lowered its rating on class M-6 to 'D' because
of $1.82 million in principal write-downs.  Total delinquencies
and severe delinquencies constitute 16.04% and 7.17% of the
current pool balance, respectively.
     
Standard & Poor's will continue to closely monitor the performance
of the classes with ratings on CreditWatch.  If the delinquent
loans cure to a point at which monthly excess interest begins to
outpace monthly net losses, thereby allowing O/C to build and
provide sufficient credit enhancement, S&P will affirm the ratings
and remove them from CreditWatch.  Conversely, if delinquencies
cause substantial realized losses in the coming months and
continue to erode credit enhancement, S&P will take further
negative rating actions on these classes.
     
S&P removed its ratings on two classes from CreditWatch because
they were lowered to 'CCC'.  According to Standard & Poor's
surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch negative.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
Credit support for these transactions is provided by a combination
of subordination, excess spread, and O/C.  The underlying
collateral consists of second-lien mortgage loans.
    

        Ratings Lowered and Placed on Creditwatch Negative
     
                          GSAMP Trust

                                        Rating
                                        ------
            Series    Class      To              From
            ------    -----      --              ----
            2006-S3   M-2        A-/Watch Neg    AA-
            2006-S4   B-1        B+/Watch Neg    BB+
            2006-S4   B-2        B/Watch Neg     BB+
            2006-S5   M-1        A/Watch Neg     AA
            2006-S5   M-2        A-/Watch Neg    AA-


      Ratings Lowered and Remaining on Creditwatch Negative
   
                          GSAMP Trust
                                       Rating
                                       ------
           Series    Class      To              From
           ------    -----      --              ----
           2006-S3   M-3        B/Watch Neg     BB/Watch Neg
           2006-S5   M-3        BBB/Watch Neg   A/Watch Neg
           2006-S5   M-4        B/Watch Neg     BBB-/Watch Neg
      

      Ratings Lowered and Removed from Creditwatch Negative
      
                         GSAMP Trust
                                     Rating
                                     ------
          Series    Class      To              From
          ------    -----      --              ----
          2006-S3   M-4        CCC             B/Watch Neg
          2006-S5   M-5        CCC             B/Watch Neg
    

                          Ratings Lowered
       
                            GSAMP Trust

                                    Rating
                                    ------
          Series    Class      To              From
          ------    -----      --              ----
          2006-S3   M-6        D               CCC
          2006-S5   M-6        D               CCC
    

           Ratings Placed on Creditwatch Negative
  
                         GSAMP Trust

                                    Rating
                                    ------
         Series    Class      To              From
         ------    -----      --              ----
         2006-S3   M-1        AA/Watch Neg    AA
         2006-S4   M-7        BBB-/Watch Neg  BBB-
    

                      Ratings Affirmed
     
                        GSAMP Trust
   
        Series      Class                    Rating
        ------      -----                    ------
        2006-S3     A-1, A-2, A-3            AAA
        2006-S3     M-5                      CCC
        2006-S4     A-1, A-2, A-3            AAA
        2006-S4     M-1                      AA
        2006-S4     M-2                      AA-
        2006-S4     M-3                      A
        2006-S4     M-4                      A-
        2006-S4     M-5                      BBB+
        2006-S4     M-6                      BBB
        2006-S5     A-1, A-2                 AAA


HARLAN SPRAGUE: S&P Rates Proposed $360 Mil. Sr. Facilities at BB
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its loan and recovery
ratings to Harlan Sprague Dawley's proposed $360 million senior
secured facilities, consisting of a $15 million super-priority
USD-denominated revolving credit facility, a $15 million super-
priority euro-denominated revolving credit facility, and a
$330 million first-lien term loan.

The revolving credit facilities are rated 'BB' with a recovery
rating of '1', indicating the expectation for very high (90%-100%)
recovery in the event of a payment default.  The borrower for the
euro-denominated revolver is Harlan Netherlands B.V.  The term
loan is rated 'B+' with a recovery rating of '3', indicating the
expectation for meaningful (50%-70%) recovery in the event of a
payment default.
     
In addition, S&P affirmed all other ratings on Harlan, including
the 'B+' corporate credit rating.  The rating outlook is stable.
      
"The debt is being used to refinance existing bank and mezzanine
debt and to fund the acquisition of a contract research
organization," explained Standard & Poor's credit analyst Alain
Pelanne.
     
The ratings on Harlan, a provider of lab research models and
preclinical services, continue to reflect the company's operating
focus in markets that include some larger competitors, integration
risk related to the acquisition, and its aggressive debt leverage
as a result of its late-2005 sponsor buyout.  These factors are
partially offset by the company's global reach, customer
diversity, and macro-level trends that currently support spending
on the company's services.


HEXCEL CORP: Inks Deal with JPS Industries for Carolina Assets
--------------------------------------------------------------
Hexcel Corporation entered into a definitive agreement with JPS
Industries Inc., pursuant to JPS acquiring the company's assets
comprising of operations in Anderson, South Carolina and
Statesville, North Carolina.

The consideration includes a cash purchase price of $62.5 million,
plus a contingent earn-out payment of up to $12.5 million based on
revenues generated from sales of ballistics products from those
facilities over the 36-month period after the consummation of the
acquisition.
    
Upon consummation of the transaction, JPS will acquire Hexcel's
fiberglass based electronics and specialty industrial substrates
businesses in addition to their aramid based ballistics substrates
business.
    
"This transaction represents a landmark event in the history of
JPS Industries and an opportunity to provide significant value to
JPS, its customers and its stockholders," Michael L. Fulbright,
chairman and CEO of JPS, said.  "JPS believes that Hexcel's
employees, facilities, and product lines complement the company's
existing operations well and adding these resources into its
existing business will create a much stronger operating entity.
This combination provides the company's JPS Composite Materials
business, led by M. Gary Wallace, president, with significant
resources to grow and better serve our existing markets and
customers with larger, more flexible manufacturing capabilities,
stronger R&D efforts across all product lines and, importantly,
gives us entry to several new markets.  The customers and markets
of the new JPS Composites will span many industries and specialty
applications including, but not limited to: electronics
applications including printed circuit boards, communication
devices and Internet infrastructure components, advanced composite
materials for aerospace components in military and commercial
applications, specialty substrates for commercial and residential
construction, industrial filtration, and insulation products, high
performance fiberglass substrates for security and transportation
applications, and, importantly, ballistics materials used in soft
body armor for civilian and military applications."
    
"The acquisition will be financed with a new $105 million senior
and second lien credit facility arranged by Wachovia, Charles R.
"Chuck" Tutterow, EVP and CFO of JPS Industries and president of
Stevens Urethane added.  "After closing, the company anticipates
that the new JPS Industries will have annual sales in excess of
$325 million originating from five manufacturing facilities in our
three main business units: Composite Materials, Stevens Roofing
and Stevens Urethane.
    
"This represents the first of several planned growth objectives
involving each of the company's three business units in the form
of organic growth, product line extensions and potentially other
acquisition opportunities," Mr. Fulbright stated.
    
The acquisition is subject to customary closing conditions,
including termination of waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act and JPS's ability to obtain
financing sufficient to consummate the acquisition.  The
acquisition is expected to be completed in the third quarter of
2007.
    
                    About JPS Industries Inc.

Headquartered in New Hampshire, JPS Industries Inc. (JPST.PK) --
http://www.jpsindustries.com/-- manufactures of extruded  
urethanes, polypropylenes and mechanically formed glass substrates
for specialty industrial applications.  JPS specialty industrial
products are used in a wide range of applications, including:
printed electronic circuit boards; advanced composite materials;
aerospace components; filtration and insulation products; surf
boards; construction substrates; high performance glass laminates
for security and transportation applications; plasma display
screens; athletic shoes; commercial and institutional roofing;
reservoir covers; and medical, automotive and industrial
components.  The company operates manufacturing locations in
Slater, South Carolina; Westfield, North Carolina; and
Easthampton, Massachusetts.

                     About Hexcel Corporation

Headquartered in Stamford, Connecticut, Hexcel Corporation (NYSE:
HXL) -- http://www.hexcel.com/-- is an advanced structural  
materials company.  It develops, manufactures and markets
lightweight, high-performance structural materials, including
carbon fibers, reinforcements, prepregs, honeycomb, matrix
systems, adhesives and composite structures, used in commercial
aerospace, space and defense and industrial applications.

                           *     *     *

As reported in the Troubled Company Reporter on April 5, 2007,
Moody's Investors Service has raised the ratings of Hexcel
Corporation, Corporate Family Rating to Ba3 from B1.  The ratings
on Hexcel's senior secured credit facility have been upgraded to
Ba1 from Ba2, while the subordinated notes ratings were upgraded
to B1 from B3.  The ratings outlook is Stable.


HYDROCHEM INDUSTRIAL: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 and B3 ratings to the
proposed first and second lien credit facilities respectively of
HydroChem Industrial Services, Inc. and affirmed the B2 Corporate
Family and Probability of Default ratings.

The facilities are intended to finance the acquisition of
HydroChem by Harvest Partners, LLC., which took place on June 8,
2007.

Moody's also downgraded the existing senior subordinated notes to
Caa1 from B3, reflecting the likely increase in senior secured
debt in the capital structure.

Moody's had changed the outlook of HydroChem on May 7, 2007 to
stable from positive following the announcement of the acquisition
and the effect on leverage and other credit metrics.

The proposed transaction includes a combination of:

    * first lien facilities, which consist of a $50 million senior
      secured revolver, a $30 million term loan, and a
      $100 million delayed term loan,

    * a second lien delayed draw term loan of $50 million,

    * a PIK term loan at the parent level of $52 million, and

    * equity of $95 million, mostly in the form of cumulative
      preferred shares.

The first and second lien delayed draw term loans are intended to
refinance up to $150 million of 9.25% senior subordinated notes
due 2013 currently included in the capital structure to the extent
that the notes are tendered under a put option triggered by the
acquisition.  The put period began on June 11, 2007 and existing
note holders have until July 9, 2007 to put their bonds back to
the company for settlement on July 11, 2007.  The financing also
includes a $52 million 13% PIK term loan at the parent level,
HydroChem Holding, Inc. and about $95 million of equity.  The
purchase price of $334 million represents an estimated multiple of
8.5 times adjusted EBITDA of $39.2 million for the twelve months
ended March 31, 2007.

HydroChem's ratings are constrained by the high initial leverage
for the B2 rating category, the company's relatively small size,
the high acquisition multiple given constrained long-term revenue
growth prospects as the trend toward exporting US manufacturing
continues, and the company's significant exposure to the
petrochemical and refining industry.  Rating constraints also
include a high percentage of intangibles on the balance sheet
comprising about 70% of assets.  The ratings benefit from the
company's position in the industrial cleaning services industry,
long-standing client relationships, a stable underlying business,
a geographically diverse revenue stream, relatively small
individual job size, and solid top line growth over the last two
years along with trends toward single-vendor service relationships
and centralized purchasing which should favor larger organizations
over smaller contractors.

Given the high level of initial financial leverage, weak or
negative free cash flow generation resulting from a slowdown in
industrial production and associated reduction in cleaning and
maintenance expenditures, declining operating margins,
unanticipated increases in capital expenditures, or dilutive debt-
financed acquisitions could result in a downgrade.

HydroChem's weak positioning in the B2 Corporate Family rating
category and the company's relatively recent history of leveraged
buyouts means that an upgrade is unlikely in the medium term.

Moody's took these rating actions:

-- Assigned Ba3 (LGD 2, 27%) to the proposed $50 million first
    lien revolver due 2013;

-- Assigned Ba3 (LGD 2, 27%) to the proposed $30 million first
    lien term loan B due 2013;

-- Assigned Ba3 (LGD 2, 27%) to the proposed $100 million delayed
    draw first lien term loan B due 2013;

-- Assigned B3 (LGD 5, 72%) to the proposed $50 million senior
    secured second lien term loan due 2014;

-- Downgraded to Caa1 (LGD 5, 84%) from B3 (LGD 4, 62%) the
    $150 million 9.25% senior subordinated notes, due 2013;

-- Affirmed the B2 Corporate Family Rating;

-- Affirmed the B2 Probability of Default Rating.

The outlook for the ratings is stable.

The affirmation is subject to the receipt of executed
documentation in form and substance acceptable to Moody's.

Headquartered in Deer Park, Texas, HydroChem Industrial Services,
Inc. is a leading North American provider of industrial cleaning
services to a diversified client base of over 800 customers, often
under long-term contracts, including Fortune 500 and S&P Global
1200 companies.  The company offers hydroblasting, industrial
vacuuming, chemical cleaning, and tank cleaning and related
services at over 90 operating locations, many of which are on the
Gulf Coast.  The company's revenues are generated from services to
the petrochemical industry (51.6%), oil refining (25.6%),
utilities (12.6%), pulp and paper mills (2.2%), with the remainder
(8.0%) coming from other industries.  The company is owned by
Harvest Partners, LLC. Revenue for fiscal 2006 was $248 million.


IPSCO INC: Commences Cash Tender Offer for 8-3/4% Senior Notes
--------------------------------------------------------------
IPSCO Inc. commenced a cash tender offer to purchase any and all
of its outstanding 8-3/4% Senior Notes due 2013, well as a related
consent solicitation to amend the indenture governing the notes.  
The tender offer and consent solicitation were conducted in
connection with SSAB Svenskt Stal AB's agreement to acquire IPSCO
Inc., and is subject to all closing conditions to that acquisition
have been satisfied or waived.

The tender offer and consent solicitation are made upon the terms
and subject to the conditions set forth in the Offer to Purchase
and Consent Solicitation Statement dated June 18, 2007, and the
related Consent and Letter of Transmittal.
    
The total consideration payment for each validly tendered Note,
subject to the terms and conditions of the tender offer and
consent solicitation, will be paid in cash and calculated based in
part on the 4.875% U.S. Treasury Note due May 2008.  The total
consideration for each $1,000 principal amount of notes will be
equal to:

   (i) the present value of $1,043.75 from the earliest
       redemption date, plus the present value on the Settlement   
       Date of all interest that would be payable beginning on
       the next payment date up to the earliest redemption date,
       in each case determined as set forth below at a yield
       equal to the sum of (x) the yield on the Reference
       Security as calculated by the Dealer Manager in accordance
       with standard market practice, based on the bid price for
       such Reference Security as of 2:00 p.m., New York City
       time, two business days prior to the Expiration Date, and
      (y) a fixed spread of 50 basis points, minus

  (ii) any accrued and unpaid interest to the Settlement Date.  

The total consideration is payable only in respect of Notes
validly tendered with consents, and not withdrawn, on or prior to
the Consent Date and purchased in the tender offer.  

The total consideration includes a payment of $15 per $1,000
principal amount of Notes payable only in respect of Notes validly
tendered and with consents delivered on or prior to the Consent
Date.  Holders validly tendering Notes after the Consent Date and
on or prior to the Expiration Date.  Holders whose Notes are
purchased in the tender offer will also be paid accrued and unpaid
interest from the last interest payment date to, but not
including, the Settlement Date.
    
The detailed methodology for calculating the total consideration
and the tender offer consideration for notes, well as a
hypothetical example of the calculation of the total consideration
and the tender offer consideration are outlined in the Offer to
Purchase.
    
IPSCO Inc. is also soliciting consents from holders of the Notes
for certain proposed amendments which would eliminate
substantially all of the restrictive covenants in the indenture
governing the Notes and certain of the events of default, well as
modify certain other provisions contained therein.  Adoption of
the Amendments requires the consent of holders of a majority of
the aggregate principal amount of Notes outstanding.
    
The consent solicitation and withdrawal rights will expire at
5:00 p.m., New York City time, on Friday, June 29, 2007, unless
earlier terminated or extended.  Holders who validly tender their
Notes by the Consent Date will be eligible to receive the total
consideration.  Holders who validly tender their Notes after the
Consent Date, and on or prior to 5:00 p.m., New York City
time, Tuesday July 17, 2007, will be eligible to receive only the
tender offer consideration.
    
The settlement date for notes purchased in the tender offer is
expected to be one business day following the Expiration Date.
Holders whose Notes are purchased will be paid accrued and unpaid
interest up to, but not including, the Settlement Date.
    
Holders who tender their Notes must consent to the Amendments.
Holders must validly tender their Notes and deliver their consents
on or prior to the Consent Date in order to be eligible to receive
the total consideration; holders tendering Notes after the Consent
Date will only be eligible to receive the tender offer
consideration.  Tendered Notes may not be withdrawn and consents
may not be revoked after the Consent Date.  The tender offer and
the consent solicitation are subject to the satisfaction of
certain conditions, including receipt of consents in respect to at
least a majority of the principal amount of Notes and that all
closing conditions to SSAB's acquisition have been satisfied or
waived on or prior to the Expiration Date.
    
J.P. Morgan Securities Inc. is the sole Dealer Manager for the
tender offer and the consent solicitation and can be contacted at
(866) 834-4666 (toll free).  Global Bondholder Services
Corporation is the Information Agent and the Depositary for the
tender offer and the consent solicitation and can be contacted at
(212) 430-3774 (collect) or toll free at (866) 470-4300.

                         About IPSCO Inc.

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

                           *     *     *

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

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


JOHN SNYDER: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------
Debtor: John M. Snyder Living Trust
        2830 West 650 North
        Bryant, IN 47326

Bankruptcy Case No.: 07-11722

Chapter 11 Petition Date: June 21, 2007

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's List of its Four Largest Unsecured Creditors:

   Entity                        Nature Of Claim      Claim Amount
   ------                        ---------------      ------------
Wanda Snyder                     Trust Money               $60,000
2830 West 650 North
Bryant, IN 47326

George Robertson                                           $44,000

Earl Raskosky                    Attorney Fees             $11,866

Helena Chemical Co.                                         $8,500


LAND O'LAKES: Moody's Ups Corporate Family Rating from Ba3 to Ba2
------------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of Land
O'Lakes, Inc., including its corporate family rating and
probability of default rating to Ba2 from Ba3, and affirmed its
speculative grade liquidity rating of SGL-2.  The rating outlook
is stable.

Ratings upgrade:

Land O'Lakes, Inc.


-- Corporate family rating to Ba2 from Ba3

-- Probability of default rating to Ba2 from Ba3

-- $225 million senior secured revolving credit to Baa3
    (LGD2,18%) from Ba1 (LGD2,21%)

-- $175 million 9% senior secured second lien debt to Ba1
    (LGD2,29%) from Ba2 (LGD3,33%)

-- Senior unsecured notes to Ba2 (LGD4,57%) from Ba3(LGD4,58%)

Land O'Lakes Capital Trust I

-- $191 million 7.45% capital securities to B1 (LGD5,88%) from B2
    (LGD5,88%)

Rating affirmed:

Land O'Lakes, Inc.

-- Speculative grade liquidity rating at SGL-2

The upgrade in long-term ratings reflects Land O' Lakes' continued
successful streamlining of its portfolio, management's sustained
commitment to debt reduction, and its improved financial
flexibility, credit metrics and operating results.  The most
recent example of portfolio rationalization and organizational
simplification is the cooperative's June 21st decision to buy the
crop protection products business conducted by its off-balance
sheet joint venture Agriliance, when Agriliance sells the crop
nutrients business to its other 50% owner.

The SGL rating reflects Moody's expectation that cash flow
generation over the next twelve months, as well as cash balances,
will be at levels that are likely to cover major uses, although
the cooperative will likely access external funds on an interim
basis during the next twelve months to cover seasonal working
capital needs.

The company's Ba2 rating is supported by the strength of the Land
O' Lakes brand; the cooperative's scale; its strong market
positions in dairy, animal feed, seed and agronomy, through the
Agriliance joint venture; and the broad distribution
infrastructure supporting its businesses, all of which are
consistent with an investment grade rating.  However, the
cooperative's exposure to volatile agricultural and commodity
markets and a business profile that has been inconsistent over the
years are attributes that are commensurate with speculative grade
ratings.  In addition, Land O' Lakes' ratings take into account i)
the remaining organizational complexity-with varied business
lines; ii) the challenges of adapting and executing business
strategies under a cooperative ownership structure; and iii)
historically high cash payments to its cooperative membership
base.

Moody's analyzes Land O'Lakes in the context of the Rating
Methodology for Global Agricultural Cooperatives.  Using the 19
rating factors cited in this methodology and Land O'Lakes' fiscal
2006 financial metrics, the cooperative's rating maps to Ba1, one
notch higher than its actual Ba2 corporate family rating.  Land
O'Lakes' actual rating incorporates the evolving nature of the
cooperative's business configuration and possible challenges as
the important Agriliance joint venture sheds two major business
lines.

The stable rating outlook assumes stable operating performance in
core segments, continued progress in rationalizing non-core
businesses, and successful integration of the crop protection
products business in a timely fashion.

Land O'Lakes, Inc. based in Arden Hills, Minnesota, is an
agricultural cooperative focusing on dairy food, animal feed, and
agricultural crop inputs.  Revenues for the twelve months ended
March 31, 2007 exceeded $7.2 billion.


LEHMAN BROTHERS: Moody's Rates Class K Certificates at Ba2
----------------------------------------------------------
Moody's Investors Service upgraded the ratings of eight classes
and affirmed the ratings of four classes of Lehman Brothers
Floating Rate Commercial Mortgage Trust 2005-LLF C4, Commercial
Mortgage Pass-Through Certificates, Series 2005-LLF C4:

-- Class A-2, $47,578,602, Floating, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class B, $24,328,000, Floating, upgraded to Aaa from Aa1
-- Class C, $22,117,000, Floating, upgraded to Aaa form Aa2
-- Class D, $13,270,000, Floating, upgraded to Aaa from Aa3
-- Class E, $13,270,000, Floating, upgraded to Aaa from A1
-- Class F, $13,270,000, Floating, upgraded to Aaa from A2
-- Class G, $13,270,000, Floating, upgraded to Aa1 from A3
-- Class H, $15,482,000, Floating, upgraded to A2 from Baa1
-- Class J, $14,376,000, Floating, affirmed at Baa3
-- Class K, $25,438,398, Floating, affirmed at Ba2
-- Class WFV, $4,900,000, Floating upgraded to A3 from Baa3

The certificates are collateralized by four mortgage loans which
range in size from 4.2% to 51.9% of the aggregate pool balance
based on current principal balances.  As of the June 15, 2007
distribution date, the aggregate certificate balance has decreased
by approximately 77.2% to $212.9 million from $935.6 million at
securitization due to the payoff of 12 loans initially in the
pool.  The certificates receive principal payments on a senior
sequential basis.

Moody's is upgrading Classes B, C, D, E, F, G and H due to
increased credit support from the loan payoffs.  Moody's is
upgrading non-pooled Class WFV due to the improved performance of
the Westfield Shoppingtown Valencia Loan.

The Westfield Shoppingtown Valencia Loan (51.9%) is secured by a
465,300 square foot portion of an 858,200 square foot regional
mall located in Valencia, California.  Anchor tenants include J.C.
Penney, Macy's and Sears. Collateral occupancy was 96.9% as of
March 2007, compared to 87.3% at securitization.  The borrower is
an affiliate of The Westfield Group, Inc.  Comparable tenant sales
were $449 per square foot for the 12-month period ending March
2007, compared to $432 at securitization.  Based on Moody's
adjusted cash flow of $15.1 million the loan to value ratio is
57.5%, compared to 66.73% at Moody's last review in September 2006
and compared to 67.0% at securitization.  Moody's current shadow
rating is A2, compared to Baa2 at last review and at
securitization.

The IMT Central Florida Portfolio Loan (36.3%) is secured by six
multifamily properties (2,008 units) located in Tampa, Orlando and
Jacksonville, Florida.  Moody's Red -- Yellow - Green(R) Update
for the first quarter of 2007 classifies Tampa - Green (80),
Orlando -- Yellow (65) and Jacksonville -- Red (13).  Two
properties containing 581 units (28.9%) are located in the
Jacksonville market.  Portfolio occupancy as of March 2007 was
94.6%, compared to 96.9% at Moody's last review and compared to
91.1% at securitization.  Actual net operating income for calendar
year 2006 was significantly below Moody's expectations primarily
due to increased operating expenses.  The borrower is an affiliate
of Investors Management Trust and Lehman Brothers Real Estate
Partners.  Based on Moody's adjusted cash flow of $8.0 million the
LTV is 77.5%, compared to 81.0% at Moody's last review and
compared to 64.7% at securitization.  Moody's current shadow
rating is Ba3, compared to B1 at last review and compared to Baa2
at securitization.

The Storage Today Portfolio Loan (7.7%) is secured by four self-
storage facilities totaling approximately 370,000 square feet and
located in the Chicago, Illinois area.  Occupancy as of December
2006 was 72.6%, compared to 61.2% at securitization.  Based on
Moody's adjusted cash flow of $2.2 million the LTV is 58.4%, the
same as at securitization.

The 321-329 Riverside Avenue Office Loan (4.2%) is secured by five
two-story Class A office buildings totaling 49,690 square feet
office and located in Westport, Connecticut.  As of April 2007 the
buildings were 89.6% occupied, compared to 100.0% at
securitization.  Based on Moody's adjusted cash flow of
$1.2 million the LTV is 60.1%, the same as at securitization.


MASSEY ENERGY: Completed Review Prompts S&P's Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Massey
Energy Co. to stable from developing and affirmed its 'B+'
corporate credit and other ratings on the company.
     
"The rating action follows the completion of Massey's financial
and strategic review," said Standard & Poor's credit analyst
Thomas Watters.
     
Massey concluded that it will remain an independent public company
and continue to execute its current operating plan.
     
Richmond, Virginia-based coal producer Massey Energy Co. has
limited geographic diversity, difficult operating environment,
high cost position, and aggressive financial leverage.
     
"We could revise the outlook to negative, or lower our ratings, if
production and sales volumes fall significantly short of company's
guidance or if costs significantly increase because of the high
regulatory and difficult operating environment," Mr. Watters said.  
"We could revise the outlook to positive if productivity
meaningfully increases and contributes to significantly higher
cash flow generation or if the company were to meaningfully reduce
its debt leverage to maintain total debt to EBITDA and funds from
operations to total debt below 4x and 15%, respectively, through
an industry cycle."


MGM MIRAGE: Tracinda Cancels Plan to Buy Bellagio & CityCenter
--------------------------------------------------------------
MGM MIRAGE said in a press statement Wednesday that its
majority stockholder Tracinda Corporation advised the
company's Board of Directors during its regularly scheduled
meeting that it had determined not to pursue negotiations
regarding a possible acquisition of the company's Bellagio
and CityCenter properties, and that it would be making a
public announcement to that effect.  In view of the advice,
the Board of Directors terminated the transactions committee
formed to consider any proposal that Tracinda might choose
to make.

J. Terrence Lanni, MGM MIRAGE's Chairman and Chief Executive
Officer said: "We are very gratified by the overwhelming
interest in our company that followed Tracinda's initial
announcement.  We want to thank the Transactions Committee
and its advisors, UBS Investment Bank and Weil, Gotshal &
Manges LLP, for their efforts during this period."

                         Tracinda's Statement

Tracinda Corporation disclosed in a regulatory filing with
the Securities and Exchange Commission that it continues to
believe that there is substantial unrecognized value in the
assets of MGM MIRAGE.

In Tracinda's view, the company's approach to joint venture
transactions demonstrates that there is significant potential
to unlock value for the company's shareholders through a
variety of strategic transactions involving the company's assets.

Accordingly, Tracinda has determined not to pursue negotiations
with the company involving the purchase of the Bellagio Hotel and
Casino and CityCenter properties.  Tracinda said it will continue
to monitor its investment and review and evaluate opportunities
to enhance shareholder value in the company.

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.   
It owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.


MGM MIRAGE: Inks Pact with Kerzner to Develop Las Vegas Resort
--------------------------------------------------------------
MGM MIRAGE and Kerzner International Holdings Limited said in a
joint press statement Wednesday that they have entered into a
letter of intent to form a 50/50 joint venture to develop a
multi- billion dollar integrated resort property on the Las Vegas
Strip.  The parties plan to enter into immediate negotiations
with a view to concluding a definitive agreement in the third
quarter of 2007.

The new resort will be designed for approximately 40 of the
78 acres of land owned by MGM MIRAGE, located on the corner of
Las Vegas Boulevard and Sahara Avenue.  Kerzner will lead the
planning and conceptualization of the project.  The joint
venture is expected to draw upon MGM MIRAGE's substantial
presence and experience in Las Vegas and Kerzner's experience
in developing and operating some of the world's most recognized
and successful destination resorts.

"We see this type of relationship as a major part of our
company's future," said Terry Lanni, Chairman and CEO of MGM
MIRAGE.  "Our considerable real estate holdings, combined with
our experience and efficiencies in developing major
entertainment resort properties, are unmatched.  We believe
this joint venture could well serve as a model for similar
transactions which we think could further enhance shareholder
value by accelerating growth and conserving our capital,
allowing us to pursue other growth opportunities and/or return
excess capital to our shareholders."

Sol Kerzner, Chairman and CEO of Kerzner International,
observed: "We have studied the Las Vegas market for some time
and believe this is an outstanding opportunity to create
one of the most innovative and exciting destination resorts
in the world. We are delighted to join forces with MGM MIRAGE."

Under the terms of the agreement, MGM MIRAGE will provide the
land for the resort and Kerzner International and one of its
financial partners will provide cash equity, such that each
party owns 50 percent of the project.  The land being
contributed by MGM MIRAGE is being valued at $20 million per
acre.  The new integrated resort complex is anticipated to be
a multi-billion dollar project and will be financed through
equity contributions and third-party debt financing.

The broad conceptual design direction of the new resort has
been agreed by the parties and design and planning is
expected to take approximately one year to complete.  Upon
completion of the design phase, both parties anticipate a
three year construction period.  The as-yet unnamed resort
project may utilize existing brands owned by either MGM MIRAGE
or Kerzner International, or a new brand will be introduced.

"This is an exciting opportunity for our company," said Jim
Murren, President, CFO and Treasurer of MGM MIRAGE.  "This
is a prime location in the heart of a rapidly developing area
of the Las Vegas Strip.  Partnering with a highly respected
global resort operator on such a prime piece of Las Vegas
real estate will certainly result in a spectacular project.
This resort will further enhance the Las Vegas tourist
experience and drive incremental visitors to the Strip.  This
development will further elevate the value of our surrounding
land holdings and assets."

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.   
It owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.


MGM MIRAGE: Moody's Affirms Corporate Family Rating at Ba2
-----------------------------------------------------------
Moody's Investors Service affirmed MGM MIRAGE'S existing ratings,
including its Ba2 corporate family rating and speculative grade
liquidity rating of SGL-3.  MGM's 56% shareholder, Tracinda
Corporation, announced it will not pursue negotiations with MGM
involving the purchase of the Bellagio Hotel and Casino and
CityCenter properties.  However, Tracinda also stated it will
continue to evaluate opportunities to enhance shareholder value in
the company.  As a result, the risk of a potential leveraged or
transformational transaction occurring is lower but remains high
enough to warrant a negative rating outlook particularly in light
of high multiples being paid to take gaming operators private.  
MGM also announced it entered into a letter of intent to form a
50/50 joint venture with Kerzner International Holdings Limited to
develop a multi-billion resort on the Las Vegas Strip.  This
announcement does not have an immediate impact on ratings, but is
factored into the negative outlook.

The negative outlook also reflects higher spending levels in 2007
and the number of large scale projects the company is involved in
that may, depending upon the level of future investment spending,
result in higher than anticipated leverage going forward.

The ratings could be downgraded if a leveraged or other
transformational transaction were to occur, if spending for growth
opportunities increases further or if expected earnings growth
slows, depending on materiality and other factors such as timing
of cash outflows for new investments or future assets sales.

Moody's last rating action on MGM occurred May 8, 2007 when
Moody's assigned a Ba2, LGD-3, 43% rating to MGM's issue of senior
unsecured guaranteed notes due 2016.

Headquartered in Las Vegas, Nevada, MGM MIRAGE owns and operates
17 properties located in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois.  MGM MIRAGE has a 50 percent interest in MGM Grand
Macau, a hotel-casino resort currently under construction in Macau
S.A.R.  Consolidated revenue for 2006 was about $7.2 billion.


MGM MIRAGE: S&P Affirms Ratings and Removes Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings for MGM
MIRAGE (including the 'BB' corporate credit rating) and removed
them from CreditWatch, where they were placed with negative
implications on May 22, 2007.  The rating outlook is negative.
     
The affirmation follows the announcement by the majority owner of
MGM MIRAGE, Tracinda Corp., that it has decided not to pursue
negotiations regarding a possible acquisition of the company's
Bellagio and CityCenter properties.  Following this announcement,
MGM MIRAGE's board of directors terminated the transactions
committee that had been formed to consider any proposal that
Tracinda might have made.
      
"Though we have removed our ratings from CreditWatch in light of
these developments, our rating outlook is negative given our
ongoing concerns that a leveraging transaction is still possible,
albeit now somewhat less likely," explained Standard & Poor's
credit analyst Craig Parmelee.
     
Tracinda stated in its press release that it will continue to
monitor its investment in MGM, as well as review and evaluate
opportunities to enhance shareholder value in the company.  
Moreover, MGM has announced that it has entered into a joint
venture with Kerzner International Holdings Ltd. to develop a
multibillion dollar integrated resort property on the Las Vegas
Strip.  Full details pertaining to this project are not yet
available, although MGM announced that its equity contribution to
the joint venture would be in the form of 40 acres of land valued
at $20 million per acre, and that the financing is expected to be
nonrecourse to MGM MIRAGE.  S&P will evaluate this transaction and
its impact on MGM MIRAGE's credit quality when more information
about the project is available, which S&P expect will be several
months from now.  However, S&P's preliminary view is that they do
not believe that incremental leverage associated with this
transaction will drive a change in the rating.
     
The 'BB' rating on Las Vegas-based MGM MIRAGE reflects the
company's active growth strategy and significant reliance on the
Las Vegas Strip for a majority of its cash flow.  In addition, the
company's capital spending will increase significantly between
2007 and 2009 as a result of its CityCenter plans.  Still, MGM
maintains a satisfactory business profile, with a leadership
position on the Las Vegas Strip, positive operating momentum, and
favorable long-term growth prospects.


NEW CENTURY: Selects Ernst & Young as Tax Advisor
-------------------------------------------------
New Century Financial Corporation and its debtor-affiliates
ask authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Ernst & Young LLP as their
tax advisory services provider, nunc pro tunc to May 1, 2007.

Pursuant to an engagement letter, Ernst & Young's services
include tax consultation related to the preparation of the 2006
and prior federal income and state income tax returns, and
certain franchise tax returns.

The Debtors state that the services will not be unnecessarily
duplicative of those provided by any other of the Debtors'
professionals.  Ernst & Young will coordinate any services
performed with the other professionals of the Debtors, including
financial advisors and counsel, to avoid duplication of effort.

The firm's hourly rates are:

    Partners, principals and directors     $570 - $630
    Senior managers                            $530
    Managers                                   $415
    Seniors                                $310 - $335
    Staff                                  $150 - $205

The Debtors will reimburse Ernst & Young for any direct expenses
incurred, including reasonable and customary out-of-pocket
expenses in connection with the firm's retention.

The Debtors believe that Ernst & Young's services are necessary
to assist them in properly addressing their tax returns, hence,
maximizing the value of their estates.  The Debtors add that the
firm is well qualified to represent them in a cost-effective,
efficient and timely manner.

Richard R. Magnuson, a partner at Ernst & Young, further attests
that the firm and its professionals are "disinterested persons,"
as that term is used in Section 101(14) of the Bankruptcy Code,
and are otherwise eligible to be retained under Section 327(a).

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real  
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


NEWPAGE CORP: S&P Affirms Ratings and Says Outlook is Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dayton,
Ohio-based coated paper manufacturer NewPage Corp. to stable from
positive.  S&P affirmed all ratings, including its 'B' corporate
credit rating.
     
"The outlook revision reflects our assessment that NewPage's
financial profile would no longer be consistent with a higher
rating within our outlook time horizon," said Standard & Poor's
credit analyst Andy Sookram.  "The determination resulted from
weaker-than-expected demand and prices and despite the company's
likely benefit from the recent imposition of duties by the U.S.
government on imported coated freesheet paper from Asia and
announced capacity closures."
     
Previously, a higher rating was primarily predicated on the
company's capital structure becoming less aggressive.  While the
company succeeded in reducing debt balances over the past several
quarters, a planned IPO was delayed, and operating results have
been weaker than anticipated.
     
"With prospects for some improvement in market conditions in the
next few quarters, we expect NewPage's credit measures to remain
consistent with the current ratings," Mr. Sookram said.  "However,
we could revise the outlook to negative, if prices begin to
decline again, demand falls more steeply than we expect, or rising
costs result in a material deterioration in NewPage's credit
measures.  We could revise the outlook to positive, if credit
measures improve meaningfully, in particular, with significant
reduction in debt levels."


NORWOOD PROMOTIONAL: High Leverage Prompts S&P's B- Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Indianapolis, Ind.-based Norwood Promotional
Products Inc., a leading manufacturer, designer and marketer of
promotional products for distributors throughout the U.S. and
Canada.  The outlook is positive.
     
At the same time, Standard & Poor's assigned bank loan and
recovery ratings to Norwood's planned $210 million senior secured
bank facility, which consists of a $135 million first-lien term
loan and $75 million second-lien term loan.  The first-lien
facility is rated 'B', one notch higher than the corporate credit
rating, with a recovery rating of '2', indicating the expectation
for substantial (70%-90%) recovery in the event of a payment
default.  The second-lien facility is rated 'CCC', two notches
lower than the corporate credit rating, with a recovery rating of
'6', indicating the expectation for negligible (0%-10%) recovery
in the event of a payment default.  These ratings are based on
preliminary terms, subject to review upon final documentation.
     
"The ratings reflect Norwood's high leverage, narrow business
focus, participation in a highly fragmented industry characterized
by discretionary spending, and volatile operating performance
history," said Standard & Poor's credit analyst Bea Chiem.  
Somewhat offsetting these factors are the company's leading market
positions in the nonapparel promotional products segment.


NOVELIS INC: S&P Rates $860 Million Secured Term Loan at BB
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' debt rating,
with a recovery rating of '2', to Novelis Inc.'s $860 million
secured term loan due 2014.  The '2' recovery rating indicates an
expectation of substantial (70%-90%) recovery in the event of
default.  Proceeds from the borrowings will be used to refinance
existing bank loans, which are being repaid in the wake of the
company's acquisition by Hindalco Industries Ltd.
     
The long-term corporate credit rating on Novelis is 'BB-'.  The
outlook is negative.  After giving effect to the proposed
refinancing, the company will have about US$2.9 billion of pro
forma fully adjusted debt at March 31, 2007.
     
"The ratings on Novelis reflect its aggressive financial risk
profile, characterized by a heavy debt burden and low margins that
have proven to be less stable than expected when the company began
stand-alone operations in January 2005," said Standard & Poor's
credit analyst Donald Marleau.  Nevertheless, Standard & Poor's
expects that Novelis' financial performance will improve steadily
in the next four to six quarters, as the company improves its
ability to manage the operating margin and liquidity risks
associated with can sheet price ceilings and higher aluminum
prices.


Ratings List

Novelis Inc.

Corporate credit rating      BB-/Negative/B-2
             
Rating Assigned

Novelis Inc.

$860 million secured term loan   BB (Recovery rating: 2)


NUANCE COMMS: $225 Mil. Loan Increase Cues S&P to Affirm Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its B+/Positive/--
corporate credit and other ratings on Burlington, Massachusetts-
based Nuance Communications Inc. following the announcement the
company will increase its first-lien term loan B by $225 million.  

Pro forma for the add-on, the bank facility will consist of a
$75 million revolving credit facility due 2012, and a $667 million
term loan B due 2013.  The first-lien senior secured bank loan is
rated 'B+', the same as the corporate credit rating.  The recovery
rating of '3' reflects our expectation of meaningful (50%-70%)
recovery of principal by lenders in the event of a payment default
or bankruptcy.
     
The proceeds from the add-on term loan will be used to fund the
cash portion of the merger consideration for Nuance's previously
announced acquisition of VoiceSignal Technologies, Inc., and to
pay related fees and expenses.
      
"The ratings on Nuance reflect the company's rapid growth, highly
acquisitive profile, and moderately high debt leverage," said
Standard & Poor's credit analyst Martha Toll-Reed.  These factors
are partly offset by a leading presence in the market for speech
recognition products, a significant level of recurring revenues,
and a diverse customer base.
     
Nuance is a global provider of speech recognition software and
imaging solutions, and related services.  The company is focused
primarily on enterprise customers within the financial services,
telecommunications, automotive and health care sectors.  Revenues
for the 12 months ended March 31, 2007, were $506.7 million.


OAK HILL: S&P Affirms BB- Ratings on Class D-1 and D-2 Notes
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B-1, B-2, and C notes issued by Oak Hill Credit Partners I Ltd.,
an arbitrage high-yield CLO transaction, on CreditWatch with
positive implications.  At the same time, S&P affirmed the ratings
on the class A-1a, A-1b, A-2, D-1, and D-2 notes due to the level
of overcollateralization available to support the notes.
     
The CreditWatch placements reflect factors that have positively
affected the credit enhancement available to support the notes
since the last upgrade on April 4, 2007.  Since origination, the
transaction has paid down approximately $279.018 million to the
class A-1a and A-1b notes, including a payment of $115,543,974 on
the June 1, 2007, payment date.
        

           Ratings Placed on Creditwatch Positive
   
              Oak Hill Credit Partners I Ltd.

                          Rating
                          ------
           Class   To              From   Balance
           -----   --              ----   -------
           B-1     AA-/Watch Pos   AA-  $15,000,000
           B-2     AA-/Watch Pos   AA-  $13,000,000
           C       BBB/Watch Pos   BBB  $30,000,000
   

                    Ratings Affirmed
   
            Oak Hill Credit Partners I Ltd.

              Class   Rating     Balance
              -----   ------     -------
              A-1a    AAA      $89,502,000
              A-1b    AAA      $13,479,000
              A-2     AAA     $102,500,000
              D-1     BB-      $20,500,000
              D-2     BB-       $2,500,000


PAETEC HOLDING: Moody's Junks Rating on Proposed $300MM Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$300 million senior unsecured note offering at PAETEC Holding
Corp. and affirmed PAETEC's B2 corporate family rating.  PAETEC
will use the net proceeds of the offering and cash on hand to
repay $300 million of its existing 1st lien term loan.  Due to the
proposed changes in the capital structure, Moody's has also
upgraded PAETEC's 1st lien credit facility to Ba3.  The outlook is
stable.

Moody's has taken the following rating actions:

Issuer: PAETEC Holding Corp.

-- Senior Unsecured Notes, due 2015 -- Assigned Caa1 (LGD5 --
    84%)

-- Corporate Family Rating -- Affirmed B2

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

-- Senior Secured Revolving Credit Facility, due 2012 -- Upgraded
    to Ba3 (LGD3 -- 31%), from B2 (LGD3 -- 34%)

-- Senior Secured Term Loan, due 2013 -- Upgraded to Ba3 (LGD3 --
    31%), from B2 (LGD3 -- 34%)

Outlook - Stable

PAETEC closed its merger with US LEC Corp. on Feb. 28, 2007.
PAETEC's overall debt level will remain unchanged and interest
expense will likely reduce by an insignificant amount as a result
of the proposed refinancing.  "Although the increased leverage and
the integration costs will stress the company's capital structure
in the near term, the company's enhanced operating scale in the
eastern US, and the potential for EBITDA growth driven by merger
synergies should provide sufficient momentum to re-establish
strong free cash flow growth to support the rating" says Moody's
senior analyst Gerald Granovsky.

The upgrade of PAETEC's senior secured bank facilities to Ba3 from
B2 reflects a lower expected loss for these facilities driven by
the additional junior capital provided by the new unsecured notes
a corresponding reduction in the probability of default.  Moody's
upgraded PAETEC's Probability-of-Default rating to B2, from B3,
reflecting a shift in the mean Loss-Given-Default rate for the
corporate family from 35% to 50% following the addition of a new
capital layer in the form of the senior unsecured notes.

PAETEC, headquartered in Fairport, NY, is a competitive local
exchange carrier and pro forma for the merger with US LEC Corp.,
the Company generated revenue of slightly over $1 billion in 2006.


PARMALAT: Judge Drain Grants Permanent Injunction vs. Creditors
---------------------------------------------------------------
The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York on Thursday granted Parmalat SpA a
permanent injunction against the claims of Bank of America Corp.
and other U.S. creditors, Reuters reports.

The order, the report relates, signals a defeat for around 31
bondholders having estimated claims of EUR646 million or
$869 million.

Shirley Norton, BofA spokeswoman, said that the bank was "pleased"
that the Court modified the injunction, Reuters adds.

Parmalat declined to comment while lawyers for both Parmalat and
the bondholders did not return calls, the report discloses.

                        About Parmalat

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

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

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

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

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

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


PATIENT PORTAL: Posts Net Loss of $106,360 in Qtr. Ended March 31
-----------------------------------------------------------------
Patient Portal Technologies Inc. reported a net loss of $106,360
on net sales of $251,978 for the first quarter ended March 31,
2007, compared with a net loss of $46,966 on zero revenues for the
same period ended March 31, 2006.

The company reported no revenue for the three months ended
March 31, 2006, due to the divestiture of its former operating
subsidiary in September 2005.  In December 2006, the company
acquired a new operating subsidiary, Patient Portal Connect Inc.,
and the revenues for this reporting period reflect the revenues of
this operating subsidiary.

Revenues for the three months ended March 31, 2007, were
derived from hospital service contracts acquired by the company
during this quarter.  Cost of sales for the three months ended
March 31, 2007, were $239,231.

At March 31, 2007, the company's balance sheet showed $1,439,990
in total assets, $424,724 in total liabilities, and $1,018,831 in
total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $133,850 in total current assets available
to pay $424,724 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?20a3

                     Going Concern Doubt

Walden Certified Public Accountant P.A., in Sunny Isles, Florida,
expressed substantial doubt about Patient Portal Technologies
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses from operations and net capital deficiency.

                     About Patient Portal

Patient Portal Technologies Inc. (Other OTC: PPRG.PK) --
http://www.patientportal.com/-- through its newly acquired
subsidiary, Patient Portal Connect Inc., provides integrated
workflow solutions in the healthcare industry.  Its
proprietary systems were developed in close coordination with
hospital industry partners to provide multi-layer functionality
across a wide spectrum of critical patient-centric workflows that
result in immediate improvements in cost savings, patient
outcomes, and revenue growth for hospitals.


PIER 1: Posts $56.3 Million Net Loss in Quarter Ended June 2
------------------------------------------------------------
Pier 1 Imports Inc. had a net loss of $56,378,000 for the first
quarter ended June 2, 2007, as compared with a net loss of
$23,172,000 for the first quarter ended May 27, 2006.  Total sales
declined 5.2% for the first fiscal quarter to $356,375,000 from
$376,092,000 in the year-ago quarter, and comparable store sales
declined 5.4%.

During the first quarter, merchandise margins declined to 45.5%
as a direct result of the company's aggressive liquidation of
modern craftsman merchandise.  Excluding the estimated impact of
the aggressive markdown strategy, merchandise margins for the
quarter would have approximated 52.2% compared to 53.8% last year.  
Store occupancy costs remained flat compared to the year ago
quarter. Selling, general and administrative expenses declined
$15.5 million from the year ago period, and were 37.1% of sales
compared to 39.2% of sales last year. The primary drivers of the
decrease in costs were savings of about $9 million in marketing
expense, $6 million in store payroll, and $4 million in other
general administrative costs when compared to the same period last
year.  These cost savings were partially offset by one-time and
unusual charges of $3.5 million related to severance and
outplacement costs incurred with the company's previously
announced reduction in force.  Excluding the impact on merchandise
margins and the one-time charge discussed above, management
believes the pre-tax loss for the first quarter would have been
more in line with the pre-tax loss for the year ago period.

The company's balance sheet as of June 2, 2007, showed total
assets of $861,138,000 and total liabilities of $557,742,000,
resulting in a total stockholders' equity of $303,396,000.

The company held $152,026,000 in cash and cash equivalents,
including temporary investments of $145,547 at June 2, 2007.

                      Return to Profitability

Alex W. Smith, the company's president and chief executive
officer, said, "Earlier this year, we outlined six key business
priorities aimed at returning Pier 1 Imports to profitability and
beyond.  As planned, our results for the first quarter reflect the
impact of charges that are a direct result of the speed with which
we are executing our strategy.  I look forward to today's
conference call and updating you on our progress."

                       About Pier 1 Imports

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

                            *    *    *

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


PT HOLDINGS: Files Plan of Reorganization & Disclosure Statement
----------------------------------------------------------------
Port Townsend Paper Corporation, a wholly owned subsidiary of PT
Holdings Company Inc., and its affiliates disclosed the filing of
its Amended Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code Jointly Proposed by the Debtors and the Informal
Committee of Senior Secured Noteholders, dated June 20, 2007 and
accompanying disclosure statement in United States Bankruptcy
Court, Western District of Washington.  The company also received
a commitment letter from certain holders of the company's 11%
Senior Secured Notes due 2011 to provide $60 million in exit
financing.  The company had sought Chapter 11 protection to
reorganize on Jan. 29, 2007 and is on track to emerge from Chapter
11 during the third quarter of 2007.

The plan preserves the Port Townsend Paper Mill as an operating
business on the northern Olympic Peninsula, and ensures that it
will remain a vital economic engine for suppliers, employees,
governmental entities, and secondarily-impacted businesses.  The
Company will emerge from bankruptcy with a healthier balance
sheet, enhanced liquidity, and adequate financial resources to
implement capital improvements.

Pursuant to the plan, holders of the company's Secured Notes will
convert approximately $125 million in principal amount of notes
secured by substantially all of the company's U.S. and Canadian
assets into 100% of the new common stock of the reorganized
company.  The plan provides for the payment of approximately

   (i) $4 million to creditors with claims for goods delivered to
       the company within the 20 days preceding the bankruptcy  
       filing,

  (ii) $2 million to creditors whose contracts are being assumed,
       and

(iii) $760,000 in satisfaction of loggers' and lumbermen's liens.

In addition, the Plan makes up to $800,000 available for pro rata
distribution to general unsecured creditors.

The company will seek approval of the Disclosure Statement and
exit financing commitment letter at a Bankruptcy Court hearing
scheduled for June 27, 2007 at 9:30 a.m.  "This filing is a
significant step forward in our reorganization efforts and should
allow the company to emerge from bankruptcy with a significantly
improved balance sheet and liquidity position," John Begley, the
Company's Chief Executive Officer, said.

                        About PT Holdings

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--       
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.  The Debtors'
Canadian affiliates are not part of the bankruptcy proceedings.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  Graham & Dunn PC, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed estimated assets
of more than $100 million.


RADIOSHACK CORP: Fitch Downgrades Issuer Default Rating to BB
-------------------------------------------------------------
Fitch Ratings has downgraded these ratings for RadioShack
Corporation:

    -- Issuer Default Rating to 'BB' from 'BB+';
    -- Bank credit facility to 'BB' from 'BB+';
    -- Senior unsecured notes to 'BB' from 'BB+'.

The short-term IDR is affirmed at 'B'.  Approximately $520 million
of total debt is affected by these actions.  The Rating Outlook is
Negative.

The downgrades reflect continued weakness in many of RadioShack's
business segments, particularly wireless products and services,
and concerns about revenue trends and the company's ability to
produce sustainable profitability.  The ratings also consider
management's efforts to improve operational efficiency as well as
the challenges of executing a turnaround in a highly competitive
operating environment.

RadioShack has continued to report negative comparable store sales
driven by weak operating trends across most of its business
segments.  In particular, the company's core wireless business,
which represents about one-third of its total revenues, has
struggled to attract customers to the Cingular network despite
targeted marketing efforts.  In spite of weak sales trends,
management has implemented cost-cutting initiatives such as
headcount reductions and better inventory management, which have
resulted in improved operating margins.  EBITDAR margin increased
to 14.5% in the last 12 months ending March 31, 2007 from 13.5% in
2006, although it remains below the previous five-year levels
which ranged between 16.4% to 19.9%.  In addition, credit metrics
remain weak with EBITDAR coverage of interest and rent of 1.9
times and total adjusted debt/EBITDAR of 4.5x for the LTM period.

While RadioShack's cost-cutting efforts have helped stabilize
operating profits in the near term, management has not articulated
a business strategy to address revenue growth, and Fitch remains
concerned about RadioShack's long-term ability to stabilize and
grow revenues and operating profits.  As a result, Fitch expects
the company's credit metrics to remain below their historical
levels over the near to medium term.

Of ongoing concern is the increasing competition in the consumer
electronics and wireless businesses from national big-box
retailers and discounters as well as wireless carriers and other
new wireless distribution channels.  These retailers offer a wide
selection of consumer electronics and wireless products and, as
they expand their store bases, are becoming increasingly
convenient to customers.


REXAIR LLC: Weak Operating Trends Cue S&P's Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Troy, Michigan-based Rexair LLC to negative from stable, and
affirmed the 'B' corporate credit and other ratings on the
company.
     
"The outlook revision reflects our concern with the company's
weakened operating trends and tight covenant cushion," said
Standard & Poor's credit analyst Bea Chiem.
     
For the 12 months ended March 31, 2007, Rexair net sales grew by
1.4% because of growth in international markets, but EBITDA fell
by 4% because of unfavorable manufacturing overhead and higher
promotional expenses.  For this period, estimated lease-adjusted
total debt to EBITDA was 3.8x and estimated interest coverage was
close to 3x.  Although the company was in compliance with
covenants at quarter-end, cushion was tight because of leverage
and interest-coverage covenants.
     
"We expect the total leverage covenant to tighten for the quarter
ending June 30, 2007, and we remain concerned about the company's
ability to maintain adequate cushion, given its small size and
weaker-than-expected operating performance," said Ms. Chiem.
     
The rating on Rexair LLC reflects the risks of direct-sales
distribution and the discretionary nature of the company's
products, its narrow business focus, small size and highly
leveraged financial profile.
     
Rexair, founded in 1935, is a leading manufacturer of premium
household canister vacuum cleaning systems.


RITCHIE (IRELAND): Files for Bankruptcy Protection in New York
--------------------------------------------------------------
Ritchie Risk-Linked Strategies Trading (Ireland), Ltd., and
Ritchie Risk-Linked Strategies Trading (Ireland) II, Ltd., filed
for Chapter 11 protection with the U.S. Bankruptcy Court for the
Southern District of New York on July 20, 2007.

The Debtors, court records show, filed for bankruptcy:

    * due to the deterioration in the market value of their life
      insurance policies;

    * due to the decline in the value of their assets;

    * due to their inability to execute a planned securitization;

    * due to the impairment of their ability to pay their
      obligations with regard to the policies; and

    * in order to preserve the value of their assets for their
      creditors.

                     Attorney General Complaint

The Debtors disclose that in Oct. 26, 2006, the Attorney General
for the State of New York filed a complaint against Coventry
First, LLC, Montgomery Capital, Inc., The Coventry Group, Inc. and
Reid S. Buerger.

The complaint, titled "New York Attorney General v. Coventry
First, LLC, et al." (No. 404620-06 N.Y. Sup. Ct.), alleged that
Coventry engaged in various improper practices in its acquisition
of policies from generally wealthy individuals of at 65 years in
age.

The Debtors relates that although they were not names as a party
in the complaint, they had purchased the policies from an
affiliate of Conventry prior to the complaint.

The Debtors contend however, that as a result of the complaint:

    * they were unable to complete the planned securitization
      transaction,

    * their financial status and ability to obtain additional
      funding deteriorated; and

    * they were forced to initiate efforts to restructure their
      obligations and sell the policies.

The Debtors further say that as a result of the complaint, Ritchie
I entered into an amendment to its senior lending facility with
ABN AMRO Bank N.V. providing for an increase in the Liquidity
Facility to fund its monthly operational expenses, including
payment of the Premiums and other amounts due under the Policies,
through May, 2007.

However, since the complaint, the market value of the policies
diminished greatly and thus the Debtors were unable to
successfully market these policies for sale nor to obtain funding
necessary to maintain the policies until their natural maturation.

                     The Ritchie I Complaint

The Debtors also disclose that on May 2, 2007, a complaint was
filed in the U.S. District Court for the Southern District of New
York alleging that the Debtors and their investors were defrauded
by certain companies and individuals affiliated with the Coventry-
affiliated group of companies.

In the complaint titled "Ritchie Capital Management, L.L.C., et
al. v. Coventry First, LLC, et al." (No. 07-3494 U.S. D. Ct.
S.D.N.Y.), the plaintiffs allege that Coventry partnered with them
to invest in life insurance policies with a view toward re-selling
them through a securitization transaction.  The complaint further
alleges that Coventry concealed from Ritchie Capital that the
defendants were systematically defrauding the owners of the
policies, and then further deceived Ritchie Capital as to the
existence of an investigation by the Attorney General of New York
into the defendants' misconduct.

The complaint also argues that Moody's lost confidence in the
health of the collateral -- i.e., the policies -- because it no
longer believed that representations and warranties could be made
by Ritchie I and Ritchie II to potential investors in the
securitization of the nature and character provided to, and relied
upon by, Ritchie I and Ritchie II in the purchase of the policies.

Moody's, according to the complaint, no longer believed that the
policies had been purchased in compliance with applicable legal
requirements.

                        DIP Financing

Court records further show that contemporaneous with the filing of
their voluntary chapter 11 petitions, the Debtors have requested
for authority to incur DIP financing of up to $30 million and use
the prepition senior lender's cash collateral.

The Debtors say that the DIP Financing and the cash collateral
will be used to make premium payments, pay Life Settlement
Policies' servicing fees and pay other operating expenses.

                         About Coventry

Headquartered in Philadelphia, Pennsylvania, Coventry First LLC -
http://www.coventry.com/-- is a secondary market leader for life   
settlements.

                          About Ritchie

Headquartered in Lisle, Illinois, Ritchie Capital Management Ltd.
- http://www.ritchiecapital.com/-- is a private asset management   
firm founded in 1997 by former college football linebacker Thane
Ritchie.  The company has offices in New York and Menlo Park,
California.

                       About Ritchie (Ireland)

Ritchie Risk-Linked Strategies Trading (Ireland), Ltd., and
Ritchie Risk-Linked Strategies Trading (Ireland) II, Ltd., are
Dublin-based funds of hedge fund group Ritchie Capital Management.  

The Debtors were formed as special purpose vehicles to invest in
life insurance policies in the life settlement market.  The
Debtors' acquisition of the policies, and their contractual and
other rights of payment related thereto, are based upon, among
other things, a series of agreements providing for the purchase,
financing, servicing and management of the Policies in
anticipation of a securitization transaction.


RITCHIE (IRELAND): Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Ritchie Risk-Linked Strategies Trading
             (Ireland), Ltd.
             4th Floor, 25-28 Adelaide Road
             Dublin, Ireland

Bankruptcy Case No.: 07-11906

Type of Business: The Debtors are Dublin-based funds of hedge fund
                  group Ritchie Capital Management.  See
                  http://www.ritchiecapital.com/

Debtor affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Ritchie Risk-Linked Strategies Trading     07-11907
        (Ireland) II, Ltd.

Chapter 11 Petition Date: June 20, 2007

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: Allison H. Weiss, Esq.
                  Peter A. Ivanick, Esq.
                  LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                  125 West 55th Street
                  New York, NY 10019
                  Tel: (212) 424-8069
                  Fax: (212) 424-8500

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Ritchie Risk-Linked         More than              More than
Strategies Trading          $100 Million           $100 Million
(Ireland), Ltd.

Ritchie Risk-Linked         More than              More than
Strategies Trading          $100 Million           $100 Million
(Ireland) II, Ltd.

A. Ritchie Risk-Linked Strategies Trading (Ireland), Ltd 's Five
Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Ritchie Life Strategies     junior notes;         $130,127,349
Master Trust                value of interest:
c/o Walkers S.P.V., Ltd.    $37,211,048
P.O. Box 908GT
Mary Street, George Town
Grand Cayman, Cayman
Islands
Tel: (345) 949-0010
Fax: (345) 814-8259

Ritchie Risk-Linked         subordinated           $39,779,582
Life Strategies Trust I     securities
c/o Walkers S.P.V., Ltd.
P.O. Box 908GT
Mary Street, George Town
Grand Cayman, Cayman
Islands
Tel: (345) 949-0010
Fax: (345) 814-8259

Ritchie Life Strategies     subordinated           $26,969,208
Master Trust                securities
c/o Walkers S.P.V., Ltd.
P.O. Box 908GT
Mary Street, George Town
Grand Cayman, Cayman
Islands
Tel: (345) 949-0010
Fax: (345) 814-8259

Sandy Run, Ltd.             subordinated           $20,227,452
Coventry Corporate Center   securities
7111 Valley Green Road
Fort Washington, PA 19034
Tel: (345) 949-0010
Fax: (215) 233-3201

Montgomery, Ltd.            Bermuda servicer        $8,261,161
c/o Appleby Corporate       and administration
Services                    fee
Canon's Court
22 Victoria Street
P.O. BoxH.M. 1179
Hamilton H.M. C.X.,
Bermuda
Tel: (441) 298-3276
Fax: (441) 298-3355

B. Ritchie Risk-Linked Strategies Trading (Ireland) II, Ltd 's
Five Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Ritchie Life Strategies     junior notes;          $58,545,454
Master Trust                value of interest:
c/o Walkers S.P.V., Ltd.    $8,475,851
P.O. Box 908GT
Mary Street, George Town
Grand Cayman, Cayman
Islands
Tel: (345) 949-0010
Fax: (345) 814-8259

Ritchie Risk-Linked         subordinated           $17,897,369
Life Strategies Trust I     securities
c/o Walkers S.P.V., Ltd.
P.O. Box 908GT
Mary Street, George Town
Grand Cayman, Cayman
Islands
Tel: (345) 949-0010
Fax: (345) 814-8259

Ritchie Life Strategies     subordinated           $12,133,809
Master Trust                securities
c/o Walkers S.P.V., Ltd.
P.O. Box 908GT
Mary Street, George Town
Grand Cayman, Cayman
Islands
Tel: (345) 949-0010
Fax: (345) 814-8259

Sandy Run, Ltd.             subordinated            $9,100,289
Coventry Corporate Center   securities
7111 Valley Green Road
Fort Washington, PA 19034
Tel: (345) 949-0010
Fax: (215) 233-3201

Montgomery, Ltd.            Bermuda servicer        $1,997,749
c/o Appleby Corporate       and administration
Services                    fee
Canon's Court
22 Victoria Street
P.O. BoxH.M. 1179
Hamilton H.M. C.X.,
Bermuda
Tel: (441) 298-3276
Fax: (441) 298-3355


SELBYVILLE BAY: Court Approves DLA Piper as Bankruptcy Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Selbyville Bay Development LLC authority to employ DLA Piper
US LLP as its counsel, nunc pro tunc to May 14, 2007.

The firm is expected to:

  a) advise management concerning their fiduciary obligations to
     the estate, the creditors and the Court;

  b) assist regarding the administration of the chapter 11 case,
     including prosecution of motions and adversary proceedings,
     defense of actions commenced against the Debtor, commencement
     and prosecution of objections to claims, representation in
     the claims reconciliation process and counseling regarding
     the preparation of schedules, statements and operating
     reports;

  c) assist in the formulation, negotiation and confirmation of a
     chapter 11 plan of reorganization and related disclosure
     statement; and

  d) render such other legal services as may be requested by
     management and as may be required in furtherance of the
     chapter 11 case.

The firm's professionals billing rates:

   Professional                    Designation    Hourly Rate
   ------------                    -----------    -----------          
   Richard M. Kremen, Esq.           Attorney        $600
   Maria Ellena Chavez-Ruark, Esq.   Attorney        $485
   William Countryman                Paralegal       $195

   Designation                     Hourly Rate
   -----------                     -----------
   Attorney                        $485 - $600
   Paralegals                         $195
   
The Debtor tells the Court that the firm received a $35,000
retainer.

Richard M. Kremen, Esq., a partner of the firm, tells the Court
that he does not have any interest materially adverse to the
Debtor's estate and is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.

Mr. Kremen can be reached at:

   Richard M. Kremen, Esq.
   DLA Piper US LLP
   6225 Smith Avenue
   Baltimore, Maryland 21209-3600
   Tel: (410) 580-4191
   Fax: (410) 580-3001
   http://www.dlapiper.com/
     
                       About Selbyville Bay

Based in Washington, D.C., Selbyville Bay Development LLC, a
Delaware limited liability company formed in 2003 to develop real
property located on Lighthouse Road, Route 54, Sussex County,
Delaware, filed for chapter 11 protection on May 14, 2007, (Bankr.
D. Del. Case No. 07-10664).  Richard M. Kremen, Esq., and Maria
Ellena Chavez-Ruark, Esq. represent the Debtor as co-counsel.    
Joseph H. Huston, Jr., Esq., Thomas G. Whalen, Esq., John C.
Kilgannon, Esq., and Jocelyn Keynes, Esq. at Stevens & Lee P.C.
represent the Debtor as Delaware Counsel.   When the Debtor filed
for protection from their creditors, they listed estimated assets
and debts of $1 million to $100 million.  The Debtors' exclusive
period to file a plan expires on Sept. 11, 2007.


SELBYVILLE BAY: Court Approves Stevens & Lee as Co-Counsel
----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Selbyville Bay Development LLC, authority to employ Stevens &
Lee P.C. as its co-counsel, nunc pro tunc to May 14, 2007.

As the Debtor's, Steven & Lee P.C. is expected to:

  a) advise management concerning their fiduciary obligations to
     the estate, the creditors and the Court;

  b) assist regarding the administration of the chapter 11 case,
     including prosecution of motions and adversary proceedings,
     defense of actions commenced against the Debtor, commencement
     and prosecution of objections to claims, representation in
     the claims reconciliation process and counseling regarding
     the preparation of schedules, statements and operating
     reports;

  c) assist in the formulation, negotiation and confirmation of a
     chapter 11 plan of reorganization and related disclosure
     statement; and

  d) render such other legal services as may be requested by
     management and as may be required in furtherance of the
     chapter 11 case.

The firm's professionals billing rates are:

   Professional             Designation    Hourly Rate
   ------------             -----------    -----------       
   Joseph H. Huston, Esq.   Shareholder       $470
   Thomas G. Whalen, Esq.   Shareholder       $350
   John C. Kilgannon, Esq.   Associate        $330
   Jocelyn Keynes, Esq.      Associate        $330
   Stephanie L. Foster       Paralegal        $120

   Designation              Hourly Rate
   -----------              -----------
   Shareholders             $350 - $650
   Associates               $200 - $330
   Legal Assistants          $95 - $180
   Paralegals                $95 - $180

The Debtor tells the Court that the firm received a $15,000
retainer, of which $4,000 was drawn for prepetition services
performed.

Joseph H. Huston, Esq., a shareholder at Stevens & Lee P.C.,
assures the Court that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Huston can be reached at:

   Joseph H. Huston, Esq.
   Steven & Lee PC
   1105 North Market Street, 7th Floor
   Wilmington, Delaware 19801
   Tel: (302) 425-3310
   Fax: (610) 371-7972
   http://www.stevenslee.com/

                       About Selbyville Bay

Based in Washington, D.C., Selbyville Bay Development LLC, a
Delaware limited liability company formed in 2003 to develop real
property located on Lighthouse Road, Route 54, Sussex County,
Delaware, filed for chapter 11 protection on May 14, 2007, (Bankr.
D. Del. Case No. 07-10664).  Richard M. Kremen, Esq., and Maria
Ellena Chavez-Ruark, Esq. represent the Debtor as co-counsel.    
Joseph H. Huston, Jr., Esq., Thomas G. Whalen, Esq., John C.
Kilgannon, Esq., and Jocelyn Keynes, Esq. at Stevens & Lee P.C.
represent the Debtor as Delaware Counsel.   When the Debtor filed
for protection from their creditors, they listed estimated assets
and debts of $1 million to $100 million.  The Debtors' exclusive
period to file a plan expires on Sept. 11, 2007.


SIERRA PACIFIC: Two Affiliates Price Separate Tender Offers
-----------------------------------------------------------
Sierra Pacific Resources' two wholly-owned subsidiaries, Nevada
Power Company and Sierra Pacific Power Company, each has priced
its tender offer for any and all of its respective series of
General and Refunding Mortgage securities.
    
                    Nevada Power's Tender Offer

Under the terms of Nevada Power's tender offer for its 9% General
and Refunding Mortgage Notes, Series G, due 2013 and assuming a
settlement date of June 28, 2007, Nevada Power will pay $1,079.75
plus accrued interest for each $1,000 principal amount of Notes
purchased in the offer.  This price was determined by reference to
a fixed spread of 50 basis points or 0.50% over the yield to
August 15, 2008 based on the bid side price of the 4.125% U.S.
Treasury Note due Aug. 15, 2008, as measured June 21, 2007, at
2:00 p.m. New York City time.
   
Nevada Power's offer expired at 9:00 a.m., New York City time, on
Friday, June 22, 2007, unless the offer is extended or earlier
terminated by Nevada Power.  Payment for tendered Notes, plus
accrued interest, will be paid for in same-day funds on the
settlement date, which is expected to be on or about June 28,
2007.  Nevada Power intends to use its established private credit
facility or the proceeds from the sale of new securities to pay
the purchase price for the Notes purchased pursuant to its offer.

                Sierra Pacific Power's Tender Offer
    
Under the terms of Sierra Pacific Power's tender offer for its
8% General and Refunding Mortgage Bonds, Series A, due 2008 and
assuming a settlement date of June 28, 2007, Sierra Pacific Power
will pay $1,022.10 plus accrued interest for each $1,000 principal
amount of Bonds purchased in the offer.  This price was determined
by reference to a fixed spread of 50 basis points or 0.50% over
the yield to maturity based on the bid side price of the 4.875%
U.S. Treasury Note due May 31, 2008, as measured June 21, 2007, at
2:00 p.m., New York City time.
    
Sierra Pacific Power's offer expired at 9:00 a.m., New York City
time, on Friday, June 22, 2007, unless the offer is extended or
earlier terminated by Sierra Pacific.  Payment for tendered Bonds
will be paid for in same-day funds on the settlement date, which
is expected to be on or about June 28, 2007.  Sierra Pacific Power
intends to use a established private credit facility or the
proceeds from the sale of new securities to pay the purchase price
for the Bonds purchased pursuant to the offer.
     
Credit Suisse and Goldman, Sachs & Co. were Dealer Managers for
each of the tender offers.  Morrow & Co. Inc. is the Information
Agent.  Requests for documents may be directed to Morrow & Co.,
Inc. by telephone at (800) 607-0088 (toll-free) or (203) 658-9400.
Questions regarding the tender offers may be directed to Credit
Suisse at (800) 820-1653 (toll-free) or (212) 325-4008 (collect),
or to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212)
902-9077 (collect).
    
                     About Nevada Power Company
    
Nevada Power Company is a regulated public utility engaged in the
distribution, transmission, generation, purchase and sale of
electric energy in the southern Nevada communities of Las Vegas,
North Las Vegas, Henderson, Searchlight, Laughlin and their
adjoining areas, including Nellis Air Force Base and the
Department of Energy's Nevada Test Site in Nye County.  Nevada
Power provides electricity to approximately 807,000 residential
and business customers.

                    About Sierra Pacific Power
    
Sierra Pacific Power Company is the principal utility for most of
northern Nevada and the Lake Tahoe area of California.  Sierra
Pacific Power also distributes natural gas in the Reno-Sparks area
of northern Nevada.  Sierra Pacific Power provides electricity to
approximately 361,000 residential and business customers and
natural gas to approximately 140,000 residential and business
customers.

                  About Sierra Pacific Resources

Headquartered in Las Vegas, Nevada, Sierra Pacific Resources
(NYSE: SRP) -- http://www.sierrapacificresources.com/-- is a    
holding company whose principal subsidiaries, Nevada Power Company
and Sierra Pacific Power Company, are electric and electric and
gas utilities, respectively.  Sierra Pacific Resources also holds
relatively modest non-utility investments through other
subsidiaries.  

                           *     *     *

Moody's Investors Services rated Sierra Pacific Resources' long
term corporate family rating at 'Ba2' and probability of default
at 'Ba3'.

Standard and Poor's assigned a 'BB-' rating on the company's long
term foreign and local issuer credit.  The outlook is stable.

Fitch assigned 'BB-' rating on the company's long term issuer
default.


SOLOMON DWEK: Case Summary & 130 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Solomon Dwek
             311 Crosby Avenue
             Deal, NJ 07723

Bankruptcy Case No.: 07-11757

Debtor-affiliate filing separate chapter 11 petition on
June 22, 2007:

      Entity                                     Case No.
      ------                                     --------
      Neptune Medical, LLC                       07-18766

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

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

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

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

Debtor-affiliates that filed separate chapter 11 petitions on
Feb. 28, 2007:

      Entity                            Case No.
      ------                            --------
      Dwek Trenton Gas, LLC             07-12794
      Neptune Gas, LLC                  07-12796
      Route 33 Medical, LLC             07-12798
      1111 Eleventh Avenue              07-12799

      Dwek North Olden, LLC             07-12800
      Dwek State College, LLC           07-12802

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

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

Chapter 11 Petition Date: May 5, 2007

Court: District of New Jersey (Trenton)

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

Financial condition of debtor-affiliate filing on June 22, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Neptune Medical, LLC              $3,206,961     $2,865,749

Financial condition of debtor-affiliates that filed on
June 13, 2007:

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

Financial condition of debtor-affiliates that filed on
May 1, 2007:

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

Creditors who filed involuntary chapter 7 petitions against
Solomon Dwek:

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

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

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

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

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

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

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

                                 management fees         $2,420

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

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

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

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

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

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

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

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

Brigitte Lee                     lease deposit          unknown

Crown Fried Chicken              lease deposit          unknown

Fredy Morales & Howard Canty     lease deposit          unknown

Gina Aponte                      lease deposit          unknown

Jose Taveras                     lease deposit on       unknown
                                 Grocery Store at
                                 230 Broadway

Luis & Giovanna DaCosta          lease deposit          unknown

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

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

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

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

St. Paul's Travelers Insurance                             $311

J.C.P.&L.                                                  $128

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

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

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

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

Myroma Products, Inc.            tenant            unknown

Nelly's Pizza                    tenant            unknown

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

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

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

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

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

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

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

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

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

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

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

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

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

N.J.N.G.                                                   $156

J.C.P.&L.                                                    $2

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

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

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

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

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

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

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

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

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

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

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

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

Attorney General,                                       unknown
State of New Jersey

N.J.D.E.P.                                              unknown

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

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

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

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

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

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

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

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

United Water New Jersey          utilities                  $44

Chakeema Deans                   security               unknown
                                 deposit

Corlies Convenience Store        security               unknown
                                 deposit

E-Techknowledge, Inc.            security               unknown
                                 deposit

Mascott                          security               unknown
                                 deposit

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

Ricko Transport, Inc.            security               unknown
                                 deposit

Tyhisa Farrell                   security               unknown
                                 deposit

Yang's Restaurant, Inc.          security               unknown
                                 deposit

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

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

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

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

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

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

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

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

W. Kadosh, LLC's Largest Unsecured Creditor:

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

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

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

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

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

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

Monteforte Architectural         services               unknown
Studio

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Citi Trends                      lease                  unknown

Family Dollar                    lease                  unknown

Food Lion #757                   lease                  unknown

H.&R. Block Field Real Estate    lease                  unknown

Rent A Center #371               lease                  unknown

Simply Fashion Stores, Inc.      lease                  unknown

Subway #13926                    5298.99                unknown

Mr. Freeze Records               lease                  unknown

Dominion Healthcare              security deposit        $3,000
Services                         on lease

Phyllis Branch                   security deposit        $2,800
                                 on lease

Fresh & Clean                    security deposit        $2,383
                                 on lease

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

Beauty Mart                      security deposit        $1,400
                                 on lease

Foxy Nails                       security deposit        $1,050
                                 on lease

Southeastern Protective          security services       $1,200
Services

Lams Garden Restaurant           security deposit          $944
                                 on lease

BellSouth                                                   $49

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

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

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

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

Dollar General Corp.             lease                  unknown

Farmers Furniture                lease                  unknown

Great Wall Chinese               lease unit 70          unknown
Restaurant

                                 lease unit 80          unknown

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

Rent-A-Center #2115              lease                  unknown

Ruby Tuesday #4527               lease                  unknown

Wharton Realty Group, Inc.                              unknown

Sylvan Learning Center           lease                  unknown

Palmetto Pizza Palace            lease security          $2,096
                                 deposit

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

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

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

Lee Nails                        lease security            $900
                                 deposit

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

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

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

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

P.A. Liquor Control Board        lessee                 unknown

Redners Quick Stop               lessee                 unknown

Supercuts, Inc. #80014           lessee                 unknown

Wharton Realty Group, Inc.                              unknown

Senor Taco                       lease deposit           $1,250

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

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

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

AF. Neptune Medical, LLC's Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dickstein Associates Agency      Insurance              $18,850
4001 Asbury Avenue
Neptune, NJ 07753

Don Choi, M.D.                   Lease of               Unknown
2100 Corlies Avenue              Office Space
Suite 17
Neptune, NJ 07753

NJ American Water co.            Utilities                 $232
P.O. Box 371331
Pittsburgh, PA 15250-7331

Dr. W. Dean Adams                Lease                  Unknown

Jersey Shore Radiology           Lease                  Unknown

Lookman Odejobi, M.D.            Lease                  Unknown

Michael Weinblatt, DPM           Lease                  Unknown

Paul Silbert, M.D.               Lease                  Unknown

Rami Geffner, M.D.               Lease                  Unknown


STANDARD DRILLING: Posts $1.7 Mil. Net Loss in Qtr. Ended March 31
------------------------------------------------------------------
Standard Drilling Inc. reported a net loss of $1,708,023 on zero
revenues for the first quarter ended March 31, 2007, compared with
a net loss of $3,624,041 on revenues of $473,163 for the same
period last year.

For the three months ended March 31, 2007, the company had no
revenues.

For the three months ended March 31, 2007, operating expenses
totaled $1,629,610.  Of this amount, a total of $468,398 was for
costs associated with general and administrative expenses,
$115,681 was for professional fees principally associated with
capital raising activities, $188,869 was for depreciation, and
$856,662 was for compensation expenses.

The net loss is primarily attributable to the lack of operating
revenues to support general and administrative costs and capital
expenditures.

As of March 31, 2007, the bank had a bank overdraft of $2,391.

For the period ending March 31, 2007, net cash used in operating
activities was $410,166 primarily attributed to a net loss of
$1,708,023 in the period offset by an increase in accounts payable
of $1,206,918.

At March 31, 2007, the company's consolidated balance sheet showed
$21,888,220 in total assets, $9,923,654 in total liabilities, and
$11,964,563 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $431,705 in total current assets
available to pay $9,923,657 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?211b

                       Going Concern Doubt

Moore & Associates, in Las Vegas, expressed substantial doubt
about Standard Drilling Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
reported that Standard Drilling Inc. has commitments for the
purchase of equipment that exceed available funds, has no
revenues, and has generated operating losses since inception.

                     About Standard Drilling

Standard Drilling Inc. (OTC BB: STDRE.OB) was organized to provide
contract land drilling services to independent and major oil and
gas exploration and production companies.  As of March 31, 2007,
the company has one 1500 horsepower land drilling rig and certain
key components and partial inventory for two 1500 horsepower rigs
which are under construction.  

The company's drilling and rig construction operations are
currently idle as management and the company's board of directors
are currently evaluating strategic options in light of changing
market conditions and the company's inability to secure additional
financing.


STEWART ENT: Moody's Affirms Corporate Family Rating at Ba3
-----------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
of Stewart Enterprises, Inc. and assigned a Ba3 rating to the
proposed $250 million convertible note offering.  Concurrently,
Moody's raised the ratings on the $125 million senior secured
revolver to Baa3 from Ba2 and on the existing 6.25% senior notes
to Ba3 from B1.  Moody's expect to withdraw the Ba2 rating
assigned to the $162.8 million term loan upon the closing of the
refinancing. The rating outlook remains stable.

On June 20, 2007, Stewart announced a proposed $250 million
convertible note offering.  The company also expects to enter into
a convertible note hedge transaction with an affiliate of one of
the initial purchasers of the notes and a warrant transaction with
the same party.  The net effect of the hedge and warrant
transactions will be to increase the effective conversion premium
above the base premium.  The proceeds from the convertible note
offering are expected to be used to repay the remaining $162.8
million balance outstanding under the term loan B, pay the net
cost of the hedge and warrant transactions, pay other transaction
fees and expenses and repurchase common stock in negotiated
transactions

The upgrade of the ratings on the revolving credit facility and
the existing 6.25% notes reflects the reduction in secured debt in
the capital structure pro forma for the term loan repayment.  The
Baa3 revolving credit facility rating also benefits from
additional debt cushion in the form of the unsecured convertible
notes.

The convertible note refinancing will modestly weaken credit
metrics with a $90 million increase in net debt partially offset
by lower cash interest expense.  Pro forma for the refinancing,
Stewart will remain adequately positioned in the Ba3 rating
category based on key financial strength metrics.  The ratings
remain constrained by flat death rates, growing demand for
cremations, increasing competition from traditional and non-
traditional competitors and legal and regulatory risks.  The
ratings are supported by a large portfolio of funeral and cemetery
properties with leading market positions, strong operating margins
and a stable revenue and cash flow stream supported by a large
backlog of preneed funeral and cemetery contracts.

Moody's took these rating actions:

-- Assigned $125 million senior convertible notes due 2014, Ba3
    (LGD 4, 56%)

-- Assigned $125 million senior convertible notes due 2016, Ba3
    (LGD 4, 56%)

-- Upgraded $125 million revolving credit facility due 2009, to
    Baa3 (LGD 1, 2%) from Ba2 (LGD 3, 41%)

-- Upgraded $200 million 6.25% senior notes (guaranteed) due
    2013, to Ba3 (LGD 4, 56%) from B1 (LGD 4, 60%)

-- Affirmed $162.8 million term loan B due 2011, Ba2
    (LGD 3, 41%)- rating expected to be withdrawn upon completion
    of the refinancing


-- Affirmed Corporate Family Rating, Ba3

-- Affirmed Probability of Default Rating, Ba3

The stable ratings outlook anticipates modest revenue growth and
stable operating margins.  Cash flow from operations is expected
to be utilized to fund capital expenditures, dividends and share
repurchases.

Stewart is the second largest provider of funeral and cemetery
products and services in the death care industry in the United
States.  As of May 31, 2007, Stewart owned and operated 226
funeral homes and 142 cemeteries in 25 states within the United
States and Puerto Rico.  Stewart reported revenues of about
$530 million in the twelve-month period ended April 30, 2007.


STEWART ENTERPRISES: S&P Rates Proposed $250 Million Notes at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Stewart Enterprises Inc.'s proposed $125 million senior
convertible notes due 2014 and $125 million senior convertible
notes due 2016.  The notes rank equally with all of Stewart's
existing and future senior unsecured indebtedness.  The notes are
convertible into common stock under certain circumstances or, in
lieu of common stock, into cash or a combination of cash and
common stock.  Stewart is expected to use the net proceeds to
repay the remaining balance of about $164 million of its term loan
B and repurchase about $60 million of its Class A common stock.  
The balance of the net proceeds will be used to enter into
convertible note hedge and warrant transactions with an affiliate
of the initial purchasers.
     
At the same time, we lowered the corporate credit rating to 'BB-'
from 'BB'.  The outlook is stable.
     
The bank loan issue rating on Stewart's $125 million senior
secured revolving credit facility remains 'BB+', two notches above
the corporate credit rating.  The recovery rating has been revised
to '1', indicating expectations for very high recovery (90% to
100%) in the event of a payment default, from '2'.
      
"We took these actions because the term loan B will be repaid,
increasing the recovery prospects for the bank facility in a
distress scenario to more than 90%," explained Standard & Poor's
credit analyst Rivka Gertzulin.  "When the transaction is
complete, the issue and recovery ratings on the senior secured
term loan B will be withdrawn."
     
Because the term loan B will be repaid, Standard & Poor's raised
the rating on Stewart's $200 million senior unsecured notes due
2013 to 'BB-' from 'B+'.  The priority debt is less than 15% of
assets.  Therefore, the unsecured notes are not notched, in
accordance with Standard & Poor's criteria.  
     
The lower corporate credit rating reflects Stewart's more
aggressive financial policy and higher debt burden.  Although
Stewart has increased its free cash flow by lowering its interest
expense, S&P do not expect the company to use cash for debt
reduction. Instead, we expect the company to use free cash flow
for share repurchases, dividends, and acquisitions.      
     
The speculative-grade rating on Stewart reflects the company's
operating concentration in a competitive and fragmented industry
with small, though predictable, long-term growth prospects, and a
rising consumer preference for lower cost services.  The company's
relatively efficient operations, large contracted revenue backlog,
and good cash flow partially offset these factors.


TELEPHONE & DATA: S&P Affirms BB+ Rating and Removes Watch
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on
Chicago-based Telephone & Data Systems Inc. and 80%-owned wireless
subsidiary United States Cellular Corp., including the 'BB+'
corporate credit ratings, and removed them from CreditWatch.  The
outlook is developing.
      
"Given company's investment-grade business profile and modest
leverage, the developing outlook reflects significant upside to
the rating," said Standard & Poor's credit analyst Catherine
Cosentino.  "However, the rating is severely weakened by the
company's internal control shortfalls."  These weaknesses resulted
in delays in the company's financial reporting in the past 18
months and a need for repeated waivers from certain lenders and
credit counterparties.
     
If TDS can demonstrate that it has sufficient systems and
personnel in place to ensure that the recent spate of accounting
problems will not be repeated, then the fundamental strengths of
the company should support an upgrade to at least the mid-"BBB"
level.  Conversely, if the company has further reporting delays
that suggest weaknesses in reporting still exist, it would reduce
our confidence in management's ability to operate the business
effectively and prompt a further downgrade.
     
The ratings were initially lowered and placed on CreditWatch with
negative implications on Nov. 7, 2006, after TDS said it would
restate its financial results for the years 2002 through 2005, as
well as quarterly information for 2004, 2005, and the first half
of 2006.  These delays followed the company's comprehensive review
of its accounting practices due to its discovery of errors in
other accounting areas, which had delayed a number of filings in
2005 and 2006.  TDS, a diversified telecommunications provider,
subsequently experienced other delays in reporting, prompting us
to lower the ratings twice.  With the filing of its 10-K for 2006
and 10-Q for the first quarter of 2007 on June 19, 2007, the
company is current with its financial reporting.


TLC VISION: S&P Lowers Bank Loan Rating to B+ from BB-
------------------------------------------------------
Standard & Poor's Ratings Services revised its bank loan and
recovery ratings on St. Louis, Missouri-based TLC Vision Corp.'s
proposed financing.  The financing consists of a $25 million
revolving credit facility and an $85 million term loan B.  The
bank loan rating on the $110 million senior secured credit
facility has been lowered to 'B+' from 'BB-'.  The recovery rating
has been revised to '2', indicating expectations for substantial
recovery (70%-90%) in a default scenario, from '1'.
      
"The lower ratings are based on the expected challenges of
securing all guarantees from less than wholly-owned subsidiaries
of the company," explained Standard & Poor's credit analyst Cheryl
Richer.
     
All ratings are based on preliminary offering statements and are
subject to review upon final documentation.  Proceeds of the term
loan B, in addition to about $40 million of cash on hand, will be
used to finance up to a 20 million-share repurchase.    


Ratings List

TLC Vision (USA) Corp.

Downgraded                       To           From
                                 --           ----
Senior Secured                  B+           BB-

Rating Revised

TLC Vision (USA) Corp.
Senior Secured (Recovery Rtg)   2            1


TRIUMPH HEALTHCARE: S&P Affirms B Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Triumph HealthCare Holdings Inc.  The outlook is
negative.
     
At the same time, S&P revised the bank loan and recovery ratings
on Triumph HealthCare Second Holdings LLC.  S&P lowered the rating
on the first-lien term loan B to 'B+' from 'BB-'.  The recovery
rating has been revised to '2', indicating expectation of
substantial (70%-90%) recovery in the event of a payment default,
from '1'.  S&P lowered the rating on the second-lien term loan C
to 'CCC+' from 'B-'.  The recovery rating has been revised to '6',
indicating expectation of negligible (0%-10%) recovery in the
event of a payment default, from '5'.  The borrower is a wholly
owned subsidiary of Triumph HealthCare Holdings Inc.  
      
"These rating actions reflect the company's pending increase of
its first-lien term loan by $76 million and increase of its
second-lien term loan by $10 million," explained Standard & Poor's
credit analyst David Peknay.  "Proceeds from the additional debt
will be used to fund an acquisition and a $50 million dividend;
the company last paid a dividend less than a year ago."


TWEETER HOME: Seeks Court Approval for July 10 Auction
------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware
for permission to pursue a sale process under which they will
solicit a stalking horse bidder or bidders for all or a part
of their business, or a potential refinancing or equity
investment in support of a plan of reorganization.

For the past several months, the Debtors and their advisors have
aggressively pursued an equity investment, a refinancing of their
existing senior secured credit facility or a sale of some or all
of their assets.  The Debtors received expressions of interest
from several interested third parties for certain of their assets
or businesses.  Because of their liquidity situation, however,
the Debtors were unable to enter into definitive agreements with
any party.

The Debtors believe that it is in the best interest of their
estates and creditors to seek offers to sell:

  1. their inventory through a store closing liquidation sale;

  2. some or all of their assets as a going concern; or

  3. assets like their 18.75% equity interest in Tivoli Audio
     LLC, a privately held designer and maker of consumer
     electronics; their intellectual property rights; leases; or
     lease designation rights.

The Debtors believe conducting an auction with respect to each
sale, and a final auction among bidders submitting the highest or
otherwise best offers will enable them to best assess their
restructuring alternatives, maximize value and minimize expenses
incurred.

The Debtors also seek permission to enter into a stalking horse
agreement with a bidder to establish a minimum acceptable bid at
which to begin the Store Closing, Going Concern or Miscellaneous
Asset Auctions.

The Debtors intend to provide a Stalking Horse Bidder with a
termination fee of up to, but not greater than:

  -- 3%, of the cash purchase price set forth in the Stalking
     Horse Agreement, with respect to any Stalking Horse
     Agreement that they enter into by June 22, 2007; and

  -- 2%, of the cash purchase price set forth in the Stalking
     Horse Agreement, with respect to any Stalking Horse
     Agreement that they enter into after June 22 and before
     July 9, 2007, at 9:00 a.m.

The Termination Fee will not be payable if the Stalking Horse
Agreement contains a "due diligence" or financing contingency.   
The Termination Fee will be paid in the event the Stalking Horse
Bidder is not the successful bidder at the Final Auction.  The
Debtors will not offer two Termination Fees with respect to any
bid covering the same assets.

The Debtors ask the Court to schedule the Store Closing Auction
on July 10, 2007, and the sale hearing on July 13.

Bids are due July 9, 2007, at 11:00 a.m.  The Debtors prefer bids
that are unconditional and contemplate sales that may be
consummated on or soon after the July 13 hearing.

Bidders are required to submit a good faith deposit equal to 10%
of the cash purchase price.

The Store Closing Auction will remain open until both the Going
Concern Auction and the Miscellaneous Asset Auction are closed.

The Debtors will consult with representatives of General Electric
Capital Corporation and any official committee of unsecured
creditors appointed in their cases with regard to offers
received.

The Court will convene a hearing on June 26, 2007, at 3:00 p.m.
to consider the Debtors' request.  Objections, if any, are due
June 25.

                  Simon Property Group Objects

Simon Property Group, Inc., manages retail shopping centers,
including community shopping centers.  The Debtors lease premises
on the shopping centers under five non-residential real property
leases.

Simon Property Group wants the Debtors to clarify (i) whether
adequate assurance of future performance will be provided by an
assignee of the Debtors' leases; (ii) details of any going out of
business sales to be conducted; and (iii) their ability to
promptly cure defaults under the leases.

The Debtors are in default under the leases, Simon Property Group
relates.  The Debtors have yet to pay certain prepetition and
postpetition rent.

All prospective purchases should have accomplished their due
diligence and should take the leases, subject to any and all
limitations, covenants and restrictions, Simon Property Group
asserts.

                       About Tweeter Home

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


TWEETER HOME: Wants to Continue Selling Consigned Inventory
-----------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
were parties to various consignment sales agreements as of their
bankruptcy filing.  Pursuant to the consignment agreements, the
Debtors obtained electronic and other goods for resale.

As of June 5, 2007, the Debtors held roughly $8,000,000 of
inventory provided pursuant to various Consignment Agreements
from about 10 different consignors.

The Debtors' ability to continue to sell the Consigned Inventory
is a critical part of their restructuring efforts, Gregory W.
Hunt, senior vice president and chief financial officer of
Tweeter Home, relates.  Many of the Consignors depend on their
business with the Debtors.  The Debtors also depend on the
availability of Consigned Inventory on favorable trade terms
to offer the fullest range of retail electronic goods to
their customers, Mr. Hunt says.

In this regard, the Debtors seek authority from the U.S.
Bankruptcy Court for the District of Delaware to continue to
sell the Consigned Inventory in the ordinary course of business.  
The Debtors also seek permission to provide, as adequate
protection to the Consignors in connection with the sale:

  1. a lien in the sale proceeds; and

  2. regular reporting on the progress of the sale.

According to Mr. Hunt, the Debtors recognize that certain of the
Consignors may have valid and properly perfected interests in the
inventory or the related proceeds.

The Debtors also seek permission to use the sale proceeds for
repayment of their credit line, working capital, capital
expenditures, general corporate purposes, continuation of their
business, and funding their ongoing restructuring efforts.

The Debtors also the Court to establish a deadline for
Consignors to assert claims against or security interests in the
Consigned Inventory.  The Debtors intend to serve a notice on all
Consignors.  The Debtors propose that the Consignment Claims Bar
Date be fixed as 30 days after service of the notice.

All Consignors seeking payment of Consignment Claims from the
Debtors will be required to submit a request by the Consignment
Claims Bar Date, Mr. Hunt says.  Requests that are not timely
filed and served will be disallowed, and the holder of the
Consignment Claim will be forever barred from asserting the Claim
against the Debtor and will not be entitled to receive any
distribution on account of that Claim.

"Many of the Consignors may file various motions seeking relief
from the automatic stay to exercise rights they may have to
demand return of Consigned Goods or seeking to compel the Debtors
to assume or reject their consignment agreements," Mr. Hunt says.   
"To the extent possible, the Debtors prefer to avoid such
litigation in favor of continuing their prepetition relationships
with Consignors."

The Debtors also want to pay prepetition claims of Consignors in
the ordinary course of business and to honor the terms of their
Consignment Agreements, in the Debtors' discretion.

To the extent the Debtors pay the Consignors' prepetition Claims
but the Consignors do not continue to honor their customary trade
terms, the Debtors want the payment deemed a payment for
postpetition Consigned Inventory and applied to reduce any
administrative expense liability to the Consignors.

The Court will convene a hearing July 13, 2007, at 9:30 a.m. to
consider approval of the Debtors' request.

                       About Tweeter Home

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


TWEETER HOME: Selects Skadden Arps as Bankruptcy Counsel
--------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware
for authority to employ Skadden, Arps, Slate, Meagher, & Flom,
LLP as their bankruptcy counsel, nunc pro tunc to June 11, 2007.

The Debtors tapped Skadden Arps in an Engagement Agreement on
May 7, 2007, to provide legal advice on their financial
difficulties, including a possible restructuring of their
financial affairs and capital structure, as well as the
preparation of documents and the representation of their
Chapter 11 case.

Since the Engagement Agreement, the Debtors and Skadden Arps have
worked closely with respect to the Debtors' financial concerns.
In doing do, the firm has become familiar with the Debtors'
business affairs and most of the potential legal issues that may
arise in the context of the bankruptcy cases.

The Debtors selected Skadden Arps because of its experience and
knowledge in the rights of debtors and creditors, and Chapter 11
business reorganizations.

As the Debtors' counsel, Skadden Arps will:

  (a) advice the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession, in the continued
      management of their businesses and properties;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest, and advise and
      consult on the cases, including all of the legal and
      administrative requirements of operating in Chapter 11;

  (c) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution on behalf of
      the Debtors' estates, the defense of any actions commenced
      against those estates, negotiations concerning litigation
      in which the Debtors are involved, and objections to
      claims filed against the estates;

  (d) prepare, on the Debtors' behalf, necessary motions,
      applications, answers, orders, reports and other legal
      papers necessary to the administration of the
      Debtors' estate;

  (e) prepare and negotiate plans of reorganization, disclosure
      statements, and all related documents on the Debtors'
      behalf;

  (f) advise the Debtors in connection of any assets sale;

  (g) perform other necessary legal services, and provide other
      necessary legal advice to the Debtors; and

  (h) appear before the Bankruptcy Court, any other Court, and
      the U.S. Trustee, and protect the interests of the
      Debtors' estates before those parties.

The Debtors will pay Skadden Arps according to the firm's
customary hourly rates:

    Professional                       Hourly Rates
    ------------                       ------------
    Partners and Of-Counsel            $630 to $875
    Counsel and Special Counsel        $595 to $665
    Associates                         $315 to $585
    Legal Assistants                   $160 to $250

The Debtors will also reimburse Skadden Arps for any necessary
out-of-pocket expenses the firm incurs while providing services
for the Debtor.

With respect to restructuring matters, the Debtors initially paid
Skadden Arps $150,000 as on-account cash for the advance payment
of prepetition professional fees and expenses.

Since the retention, Skadden Arps has sent invoices to the
Debtors for $320,688 in professional services, including
estimated expenses and an additional $50,000 of the On-Account
Cash.

Prior to bankruptcy filing, the Debtors have advanced $373,562 to
Skadden Arps for the invoices, including an invoice for $200,000,
$150,000 of which represents estimated expenses, and $50,000 for
the replenishment of the On-Account Cash.

The Debtors also advanced Skadden Arps $8,312 fir estimated
Chapter 11 filing fees, separate from the On-Account Cash.

Gregg M. Galardi, Esq., at Skadden Arps, states in his a
declaration that the members, counsel and associates of Skadden
Arps:

  -- do not have any connection with any of the Debtors, their
     affiliates, their creditors, or any other party in interest
     and their respective attorneys or accountants, the U.S.
     Trustee, the U.S. District Court for the District of
     Delaware, or any person employed in the said offices;

  -- are "disinterested persons" as the term is defined under
     Section 101(14) of the Bankruptcy Code; and

  -- do not represent any interest adverse to the Debtors and
     their estates.

                       About Tweeter Home

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


VALENTEC SYSTEMS: March 31 Balance Sheet Upside-Down by $4.3 Mil.
-----------------------------------------------------------------
Valentec Systems Inc. reported a net loss of $2,213,605 on
revenues of $1,601,249 for the first quarter ended March 31, 2007,
compared with a net loss of $119,909 on revenues of $5,972,891 for
the same period ended March 31, 2006.

The decrease in revenues is due to program delays experienced by
Valentec's subcontractors on the AMMO and Keshet contracts as well
as delays caused by the fire at the company's 40mm manufacturing
facility in Louisiana.  

At March 31, 2007, the company's consolidated balance sheet showed
$25,000,006 in total assets and $29,393,064 in total liabilities,
resulting in a $4,393,058 stockholders' deficit.

The company's consolidated financial statements at March 31, 2007,
also showed strained liquidity with $16,058,857 in total current
assets available to pay $29,129,731 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?211d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2007, Webb
& Company, P.A., of Boynton Beach, Florida, expressed substantial
doubt about Valentec Systems 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
auditor pointed to the company's working capital deficiency and
negative cash flows from operations.

                      About Valentec Systems

Minden, Louisiana-based Valentec Systems, Inc. -- (OTC BB: VSYNE)
-- http://www.valentec.net/ -- supplies conventional ammunition,   
and pyrotechnic and related defense products.  The company's
primary focus is ground based systems and ordnance.  Recently the
company has entered into systems management and systems
integration.


VALLEY HEALTH: Operating Losses Prompt S&P to Lower Rating to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B-' from
'B+' on Valley Health System, California's 1996A hospital revenue
bonds.  The rating action reflects the system's substantial
operating losses during fiscal 2006 and the 10 months ended April
30, 2007.  The outlook is negative, reflecting the possibility of
further credit deterioration if operations or liquidity don't
improve.
     
"With operating losses of $9.6 million offset by non-operating
revenue of $3.1 million, Valley Health System still has a negative
operating margin of 3%, the largest it has ever experienced," said
Standard & Poor's credit analyst Keith Dickinson.  "And with a
mere 21 days' cash on hand as of April 2007, the district's
financial flexibility is severely limited."
     
According to published articles, the Board of Valley Health System
is negotiating a sale with at least two parties.  Management,
however, has not shared information regarding those discussions
with Standard & Poor's.  Parties interested in obtaining the
assets of the district are reported to include Kaiser Permanente
(rated 'A+') -- which has an exclusive agreement to negotiate for
the purchase of the Moreno Valley hospital -- Prime Healthcare
Services, and Select Healthcare Solutions.  If a purchase occurs,
VHS' debt could be retired, assumed in part or whole, guaranteed
by the acquiring organization, or undergo other options.
     
Should the system end the fiscal year with its current maximum
annual debt service coverage of just 0.6% or near this level, VHS
would most likely need to retain a consultant, as it is below
covenant levels.
     
Valley Health System operates three acute care hospitals located
about 100 miles southeast of Los Angeles: the flagship, Hemet
Valley, has 252 available beds; Menifee Valley has 84 beds; and
Moreno Valley has 101 beds.  The three hospitals are strategically
located, and form a geographic triangle within which there is
minimal competition.  However, Moreno faces significant
competition around its service area, including a newer county
facility and other tertiary hospitals.  In-patient volume at the
three hospitals has remained stable, with admissions increasing by
approximately 2.1% annually during the past three years to 27,932
in fiscal 2006.


VASOMEDICAL INC: Inks Business Alliance with Living Data
--------------------------------------------------------
Vasomedical Inc. entered into an alliance and business arrangement
with Living Data Technology Corporation and its affiliates.  

Pursuant to the alliance agreement, Kerns Manufacturing Corp., of
Living Data's affiliate, made a $1.5 million equity investment in
Vasomedical through the purchase of common stock. In addition,
Vasomedical has an option to sell an additional $1 million of its
common stock to Kerns, subject to certain terms, restrictions and
conditions.

Vasomedical and Living Data also entered into agreements that
grant Vasomedical exclusive right to market and distribute Living
Data's external counterpulsation systems in the United States.  
In return, the agreement granted Living Data exclusive right to
manufacture and supply products to Vasomedical.  The arrangement
also provides for the appointment of two representatives of Living
Data to Vasomedical's board of directors, including Simon Srybnik,
chairman of Kerns and Living Data.

"This transaction offers us the opportunity to expand our patient
base for this important medical treatment," remarked Vasomedical's
newly appointed president and chief executive officer Dr. John CK
Hui.  "With the new capital infusion, together with our recently
restructured management team, plus the addition of Living Data and
Kern's business expertise, we can begin to execute a new marketing
and sales plan.  It is our goal in the coming months to achieve
greater market penetration, to demonstrate renewed revenue growth,
and to increase shareholder value."

"We are extremely excited about the future of Vasomedical,"
remarked Mr. Abraham E Cohen, chairman of the Board of Directors
of Vasomedical.  "With additional capital, a new strategic
alliance partner who has proven expertise in the innovative mobile
ECP system from Living Data, combined with our existing products
with proven clinical effectiveness, we are ready to expand our
market and continue to be the leader of this noninvasive,
effective, and cost efficient therapy for patients suffering from
ischemic heart disease."

"I am a true believer in external counterpulsation therapy, and I
have personally benefited from using this noninvasive treatment
regime," commented Mr. Simon Srybnik.  "This alliance of two
companies with great track records will create a synergy that
combines the engineering and manufacturing expertise of Living
Data with the leadership and reputation of Vasomedical, a company
well qualified to market a product that is needed to prolong and
improve the quality of life for patients across a broad spectrum
of debilitating illnesses.  I am confident that together we can
bring the best products and services to the market, while at the
same time increasing shareholder value.  Vasomedical is a pioneer
in the field and offers the only clinical evidence-based line
worldwide. We will support Vasomedical as it expands its market
presence and leadership and are open to exploring additional
acquisitions and other strategic relationships."

                         About Living Data

Living Data Technology Corp. - http://www.angionew.com/--  
is a New York based private company that develops and markets
AngioNew(R) external counterpulsation systems for non-invasive
treatment of cardiovascular diseases such as angina and CHF.  
Its ECP systems delivers treatment without operator intervention.  
Living Data offers products from its China based production
facility, which is ISO 9001 and ISO 13485 certified, and in
full compliance with cGMP.  Living Data markets and installs
AngioNew(R) systems in the United States as well in many
countries in Europe and Middle and Far East.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 8, 2006,
Miller Ellin & Company LLP, in New York, expressed substantial
doubt about Vasomedical Inc.'s ability to continue as a going
concern after auditing the company's financial statements
for the fiscal year ended May 31, 2006.  The auditing firm pointed
to the company's recurring losses from operations and net capital
deficiency.

                      About Kerns Manufacturing

Kerns Manufacturing Corp. -- http://www.kernsmfg.com/--  
manufactures aircraft and rocket engine components and
subassemblies for over 50 years.  Its products are complex
critical components vital to the safe and continuous operation of
both commercial and military aircraft and rocket engines,
therefore demanding the highest standards of quality assurance for
excellence and precision.  Kerns customer base includes General
Electric, Pratt & Whitney, SNECMA in France, MTU in Germany, ITP
in Spain as well as the U.S. Government.  It also operates with
joint ventures and partners in India and China.

                        About Vasomedical

Vasomedical Inc. (OTC BB: VASO.OB) -- http://www.vasomedical.com/     
-- develops, manufactures and markets EECP(R) therapy systems to
deliver its proprietary form of enhanced external counterpulsation
therapy.  EECP(R) therapy is a noninvasive, outpatient therapy
used in the treatment of ischemic cardiovascular diseases,
currently used to manage chronic stable angina and heart failure.


WHOLE FOODS: To Sell 35 Stores Upon Closing of Wild Oats Merger
---------------------------------------------------------------
Whole Foods Market plans to transfer all 35 Henry's and Sun
Harvest store locations, and a Riverside, California, distribution
center to a wholly owned subsidiary of Smart & Final Inc., a
Los Angeles-based food retailer, subject to Whole Foods Market
prevailing in the current lawsuit with the U.S. Federal Trade
Commission concerning Whole Foods Market's merger with Wild Oats
Markets Inc. and the actual closing of that merger.  The Henry's
and Sun Harvest stores are located in California and Texas.

"We have determined that these stores do not fit into Whole Foods
Market's long-term real estate and brand strategy," said Whole
Foods Market CEO John Mackey.  "It is important to us to ensure
a smooth transition and to be open about our plans because of the
employees and loyal shoppers at these locations.  We believe both
will be well served by Smart and Final's business focus."  Smart
& Final is privately held and controlled by Apollo Management,
L.P., a private equity firm.  Operating under the Smart & Final
and Smart Foodservice Cash & Carry banners, the company operates
255 non-membership warehouse stores selling food and foodservice
products to both traditional household customers and small
business owners in Washington, Oregon, Idaho, California, Arizona,
Nevada, and Northern Mexico.

George Golleher, Chairman and Chief Executive Officer of Smart &
Final said, "Smart & Final and Apollo are both very excited about
the opportunity to acquire the Henry's Farmer's Market and Sun
Harvest banners, particularly given the tremendous consumer
interest in natural foods and high quality perishable offerings.
We believe that the Henry's and Sun Harvest formats have the
potential for significant new store growth and we intend to
invest in the Henry's and Sun Harvest store base with a goal of
opening a significant number of new stores over the next two to
three years.  In addition, we believe there are enhancements to
the business that will serve to further accelerate comparable
store sales growth and we look forward to working with all of the
Henry's and Sun Harvest employees in further developing these
exciting formats.  Henry's and Sun Harvest will be wholly owned
subsidiaries of Smart & Final and will continue with their focus
on natural and organic foods.  In addition, existing management
of these formats will continue in their current roles."

                     Wild Oats Markets Merger Deal

On Feb. 21, 2007, Whole Foods Market and Wild Oats Markets entered
into a merger agreement pursuant to which Whole Foods Market
commenced a tender offer to purchase all the outstanding shares of
Wild Oats Markets at a purchase price of $18.50 per share in cash,
plus assumed debt.

On June 12, 2007, the company and Wild Oats Markets announced
the U.S. District Court for the District of Columbia had
scheduled a preliminary injunction hearing to begin on July 31,
2007, and to conclude on Aug. 1, 2007, to decide whether to
approve the U.S. Federal Trade Commission's application for an
injunction to block the proposed merger between the two
companies.

Whole Foods Market and Wild Oats Markets consented to a
temporary restraining order pending the hearing.  Previously,
the FTC provided notice of its intent to file a complaint in
the U.S. District Court for the District of Columbia seeking
to block the proposed acquisition of shares pursuant to the
tender offer.  The FTC did file such complaint with the U.S.
District Court for the District of Columbia on June 7, 2007.  
Whole Foods Market and Wild Oats Markets are cooperating to
challenge the FTC's opposition to the merger.

                        About Smart & Final

Smart & Final - http://www.smartandfinal.com/-- is a Los Angeles,  
Calif.-based operator of 255 non-membership warehouse stores
operating under the Smart & Final and Smart Foodservice Cash &
Carry banners that sell perishable and non-perishable food and
foodservice products to both traditional household customers and
small business owners.  Smart & Final's market area includes
Washington, Oregon, Idaho, California, Arizona, Nevada, and
Northern Mexico.  Financially, Smart & Final's sales in 2006
were in excess of $2.1 billion.

                      About Apollo Management

Smart & Final is privately held and controlled by Apollo
Management, L.P., one of the largest private equity firms in the
world.  Apollo manages a pool of investment capital on behalf of
a group of institutional investors and the principals of Apollo.
Apollo has invested in excess of $16 billion of equity since its
inception in 1990.  

                     About Wild Oats Markets

Headquartered in Boulder, Colorado, Wild Oats Markets Inc. --
http://www.wildoats.com/-- is a natural and organic foods     
retailer in North America with annual sales of approximately
$1.2 billion.  Wild Oats Markets was founded in Boulder, Colorado
in 1987.  Wild Oats Markets currently operates 110 stores in 24
states and British Columbia, Canada under four banners: Wild Oats
Marketplace (nationwide), Henry's Farmers Market (Southern
California), Sun Harvest (Texas), and Capers Community Market
(British Columbia).

                    About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a
natural and organic foods supermarket.  In fiscal year 2006,
the company had sales of $5.6 billion and currently has more
than 190 stores in the United States, Canada, and the United
Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services said that while the ratings on
Whole Foods Market Inc., including the 'BBB-' corporate credit
rating, currently remain on CreditWatch with negative
implications, where they were placed on Feb. 22, 2007, S&P will
lower the corporate credit rating to 'BB+' from 'BBB-' upon
closure of its acquisition of Wild Oats Inc.  At this time,
ratings will also be removed from CreditWatch.  The outlook will
be stable.


WINN'S HAULING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Winn's Hauling, Inc.
        5801 School Avenue
        Richmond, VA 23228

Bankruptcy Case No.: 07-32266

Type of Business: The Debtor specializes in systems furniture and
                  appliance delivery, installation, commercial
                  office moving, and computer equipment storage.  
                  See http://winns.com/

Chapter 11 Petition Date: June 21, 2007

Court: Eastern District of Virginia (Richmond)

Debtor's Counsel: David K. Spiro, Esq.
                  Cantor Arkema, P.C.
                  P.O. Box 561
                  Richmond, VA 23218-0561
                  Tel: (804) 644-1400
                  Fax: (804) 225-8706

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
General Electric Co. - Atlanta                  $100,000
P.O. Box 402271
Atlanta, GA 30384

Invincia Insurance Solutions                     $46,626
9330 Iron Bridge Road
Chesterfield, VA 23832

Penske Truck Leasing Co.                         $43,877
P.O. Box 532658
Atlanta, GA 30353

General Electric Co. - Louisville                $43,549

Idealease of Richmond                            $28,501

TNT Direct Logistics                             $26,751

James River Petroleum                            $19,847

Enterprise Rent-A-Truck                          $19,742

Quarles Fuel Network                             $18,135

Waste Industries                                 $14,336

Hanover Insurance Group                          $14,010

Labor Ready Mid-Atlantic, Inc.                   $12,382

City of Richmond DPU                              $9,798

Cheeta Software Systems                           $8,190

Waste Management of Richmond                      $8,015

Cintas Corporation                                $6,748

Premier Trailer Leasing                           $7,939

Chase Staffing                                    $7,714

Greater Bay                                       $7,401

Verizon                                           $6,406


YUKOS OIL: PwC Withdraws Audit Opinions for 1994-2004 Financials
----------------------------------------------------------------
PricewaterhouseCoopers' Russian unit disclosed Sunday that its
financial reports for OAO Yukos Oil Co. for the period 1994-2004
could no longer be relied upon, the Wall Street Journal reports.  
The auditing firm cited that it might have received in inaccurate
information with regard to Yukos' finances from former management.

The move, according to the report, bolsters the claims of Kremlin
and Russian prosecutors that Yukos was into a tax-evasion and
money-laundering scheme.

Citing a statement by the auditing firm, WSJ reports that PwC
withdrew its audit opinions for the oil company after it became
aware of new information.  Information, according to the
statement, that could have affected PwC's reports.

WSJ further relates, citing the auditing firm, that the decision
to withdraw its reports was also due to the fact that former Yukos
shareholders, and even management, continued to push others to
rely on the said reports.

Former CEO Steve Theede and CFO Bruce Misamore however said that
during the period they were officers of Yukos, the information
given was complete and correct.  Mr. Theede was CEO from July 2004
to 2006 while Mr. Misamore was CFO from April 2001.  WSJ relates
that Messrs. Theede and Misamore have asked PwC for an
explanation.

WSJ also discloses that the firm's decision to withdraw audit
opinions comes amidst a legal battle against Russian tax
authorities who claim that PwC assisted Yukos in its tax-evasion
scheme.  PwC has denied the allegations.

PwC however said that the withdrawal wasn't in any way connected
to the current case, the report adds.

                     About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* Bingham McCutchen to Combine with New Tokyo International
-----------------------------------------------------------
Bingham McCutchen LLP said it will combine with New Tokyo
International Law Office, an insolvency, corporate and litigation
firm.

The combination with New Tokyo expands Bingham's on-the-ground
capacity in Asia and further bolsters its renowned cross-border
restructuring and insolvency practice.

The combination will take effect on or around October 1, the
anticipated completion date of Bingham's new and expanded Tokyo
office space.  Pursuant to Japanese bar rules, lawyers from both
firms must occupy the same space in order to combine officially.

The addition of the New Tokyo firm, with its 22 Japanese lawyers,
also called bengoshi, and the pending arrival of 10 new Japanese
lawyers to Bingham's Tokyo office later this year, will bring
Bingham's number of bengoshi to more than 50, among the highest
for foreign law firms in Japan.  In addition, Bingham's Japanese
Practice, with its 50 lawyers outside of Japan, focuses on large-
scale, cross-border financial restructurings, corporate/M&A and
finance matters, and has significant intellectual property,
antitrust and litigation strengths.

Earlier this year, Bingham combined with another leading
restructuring firm, Sakai & Mimura, founded by Hideyuki Sakai,
with about 20 Japanese lawyers.

"We're creating a client-driven leading restructuring, financial
services and corporate firm with solid resources in Japan,
further expanding Bingham's global reach," said Bingham chairman
Jay S. Zimmerman, noting that the opening of Japanese financial
markets has spurred exceptional activity, fueling corporate deals
and intellectual property transactions.

Most recently, Bingham's Tokyo office represented Calpis in its
$900 million acquisition by Ajinomoto, two major players in
Japan's food and beverage industry.  "Bingham is positioned to
accommodate clients based in Japan and those conducting business
there," said Zimmerman.

Mitsue Aizawa, one of the founders of the New Tokyo firm, noted
that legacy New Tokyo clients are increasingly thinking of
overseas strategies.  "We want to be able to provide our clients
the global backup they need," she said.  "By joining Bingham, we
are increasing our ability to provide one-stop services in the
corporate and corporate compliance area.  Moreover, our depth of
practice in insolvency and the insurance area combined with
Bingham's insolvency proficiency gives us tremendous strength."

                          About New Tokyo

New Tokyo International Law Office, founded by Mitsue Aizawa and
Yutaka Kimura, is known for its corporate finance practice,
representing major corporations, financial institutions, insurance
companies and investment banks.

                      About Bingham McCutchen

Bingham McCutchen LL -- http://www.bingham.com/-- offers legal  
work in complex financial and corporate transactions, securities
and other regulatory matters, and high-stakes litigation.  It has
lawyers in 13 offices.


* Recovery Group and CRP to Merge as CRG Partners
-------------------------------------------------
The Recovery Group, Inc. and Corporate Revitalization Partners,
LLC have agreed to merge their organizations into a new firm, CRG
Partners, LLC.

The firm will be one of the largest providers of turnaround,
crisis management, restructuring, performance improvement, and
asset management services.  The two firms, which are of similar
size, share a complementary expertise in serving distressed and
underperforming middle-market companies with an emphasis on
operational improvement.  Terms of the merger were not disclosed.

"TRG and CRP are the perfect complement to each other.  The two
firms have the right fit, strategically and culturally.  Through
this merger, we will create an industry leader with broad
capabilities in North America, Latin America and Europe as well as
a more extensive portfolio of services, deep industry
specialization and a strong commitment to producing results for
clients," said William Snyder, Managing Partner, CRP.

"Together we offer decades of experience in operational and
financial restructuring and crisis management under the expert
guidance of seasoned professionals," said Stephen Gray, Managing
Principal, TRG.  "We look forward to building on our firms' past
successes with increased capabilities and a broader team."

The firm will be led by four Senior Managing Partners: T. Scott
Avila, Esq. and William Snyder, Esq. of CRP, and Michael Epstein,
Esq. and Stephen Gray, Esq. of TRG.  The firm will be based in New
York City and have offices in Atlanta, Boston, Charlotte, Chicago,
Dallas, Los Angeles, Washington, D.C., and Vienna, Austria.

Services to be offered by CRG Partners include:

   * Turnaround Management;
   * Crisis Management;
   * Process and Performance Improvement;
   * Financial Restructuring;
   * Interim Management;
   * Wind-Down Management;
   * Asset Management;
   * Fiduciary Services; and
   * Financial Advisory and Valuation Services.

CRG Partners will operate as an independent firm and will maintain
the current contracts and obligations of TRG and CRP.  The
transaction is expected to close on July 1, 2007.

                            About TRG

Founded in 1981, TRG -- http://www.trgusa.com/-- is a leading  
provider of turnaround, crisis management, financial advisory and
wind-down management services to distressed and underperforming
middle-market companies, their creditors and investors.  In 2006,
TRG served more than 60 clients in the United States and Europe
with combined revenues exceeding $9 billion.

                            About CRP

CRP -- http://www.crpllc.net/-- is a national turnaround  
management firm that guides distressed companies back to stability
and profitability through hands-on leadership and management.  It
is committed to restoring companies' predictability, credibility
and value as quickly as possible.  CRP's services include interim
management, operational/financial advisory services, bankruptcy
support, merger, acquisition and due diligence support, real
estate maximization and EBITDA+ operational improvement analysis.
CRP maintains a full staff of senior turnaround and restructuring
professionals in every major area of the country.


* PwC Withdraws Audit Opinions for Yukos' 1994-2004 Financials
--------------------------------------------------------------
PricewaterhouseCoopers' Russian unit disclosed Sunday that its
financial reports for OAO Yukos Oil Co. for the period 1994-2004
could no longer be relied upon, the Wall Street Journal reports.  
The auditing firm cited that it might have received in inaccurate
information with regard to Yukos' finances from former management.

The move, according to the report, bolsters the claims of Kremlin
and Russian prosecutors that Yukos was into a tax-evasion and
money-laundering scheme.

Citing a statement by the auditing firm, WSJ reports that PwC
withdrew its audit opinions for the oil company after it became
aware of new information.  Information, according to the
statement, that could have affected PwC's reports.

WSJ further relates, citing the auditing firm, that the decision
to withdraw its reports was also due to the fact that former Yukos
shareholders, and even management, continued to push others to
rely on the said reports.

Former CEO Steve Theede and CFO Bruce Misamore however said that
during the period they were officers of Yukos, the information
given was complete and correct.  Mr. Theede was CEO from July 2004
to 2006 while Mr. Misamore was CFO from April 2001.  WSJ relates
that Messrs. Theede and Misamore have asked PwC for an
explanation.

WSJ also discloses that the firm's decision to withdraw audit
opinions comes amidst a legal battle against Russian tax
authorities who claim that PwC assisted Yukos in its tax-evasion
scheme.  PwC has denied the allegations.

PwC however said that the withdrawal wasn't in any way connected
to the current case, the report adds.

                     About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.

               About PricewaterhouseCoopers

PricewaterhouseCoopers -- http://www.pwc.com/-- provides
industry-focused assurance, tax and advisory services to build
public trust and enhance value for its clients and their
stakeholders.  More than 130,000 people in 148 countries work
collaboratively across our network using Connected Thinking to
develop fresh perspectives and practical advice.

PricewaterhouseCoopers Corporate Advisory & Restructuring LLC
is owned by PricewaterhouseCoopers LLP, a member firm of the
PricewaterhouseCoopers network and is a member of the NASD and
SIPC.  PwC CAR is not engaged in the practice of public
accountancy.  "PricewaterhouseCoopers" refers to the network of
member firms of PricewaterhouseCoopers International Ltd., each
of which is a separate and independent legal entity.


* BOND PRICING: For the week of June 18 - June 22, 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.

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