TCR_Public/070706.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 6, 2007, Vol. 11, No. 158

                             Headlines

1408 CATALPA: Case Summary & Five Largest Unsecured Creditors
360 GLOBAL: Panel Wants to Employ BBK Ltd. as Financial Advisors
ACCENTIA BIORPHARMA: Mar. 31 Balance Sheet Upside-down by $58.5MM
ACCESS PHARMA: March 31 Balance Sheet Upside-down by $13.7 Million
ACTUANT CORPORATION: Acquires BH Electronics for $30 Million

AFI MANUFACTURING: Case Summary & 15 Largest Unsecured Creditors
ALLIANCE PHARMA: March 31 Balance Sheet Upside-down by $11.3 Mil.
ALM MEDIA: Moody's to Withdraw Ratings Upon Repayment of Debts
ANTHRACITE CDO: Fitch Lifts Ratings on Class H Notes to BB+
ARCTOS PETROLEUM: Grosses $1.7 Million in Debenture Financing

ARINC INC: Company Sale Cues S&P to Revise Watch to Negative
ASC INC: Wants Financing Pact with Subordinated Lender Okayed
ASHTON WOODS: Moody's Lowers Corporate Family Rating to B2
BEARINGPOINT INC: Dec. 31 Balance Sheet Upside-Down by $177.3 Mil.
BRANFORD PARNTERS: Files Amended Chapter 11 Reorganization Plan

BRANFORD PARTNERS: Disclosure Statement Hearing Set for July 26
CABLEVISION SYSTEMS: Rainbow Media Completes Sale of Interests
CALPINE CORP: Disclosure Statement Hearing Scheduled on August 8
CHASE FUNDING: S&P Affirms Ratings on 38 Certificate Classes
COLLINS & AIKMAN: Court Approves Deal with Customers & JPMorgan

COMPLETE RETREATS: Court Extends Plan-Filing Period Until July 31
CONVERGEX HOLDINGS: Acquisition Cues Moody's to Downgrade Ratings
CRDENTIA CORP: Completes Sale of Detroit Assets
DANA CORPORATION: Closes Sale of Fluid Products Business to Orhan
DURA AUTOMOTIVE: To Sell Atwood Mobile Division for $160 Million

EQUIVEST: Case Summary & 19 Largest Unsecured Creditors
ESS TECHNOLOGY: Committee Mulls Liquidation After Review
FORMICA CORP: Completes $700 Mil. Asset Sale to Fletcher Building
GAUTIER CONSTRUCTION: Case Summary & Two Largest Unsec. Creditors
HEXION SPECIALTY: To Acquire Huntsman for $10.4 Billion

HEXION SPECIALTY: Huntsman Buy Prompts Moody's to Review Ratings
HILTON HOTELS: Blackstone Deal Cues Fitch's to Downgrade Rating
HILTON HOTELS: Blackstone Merger Cues S&P to Lower Rating to BB-
HOME FRAGRANCE: Judge Brown Dismisses Chapter 11 Case
HUNTSMAN CORP: Hexion's Merger Proposal Tops Basell's Offer

IMAX CORP: Gets Default Notice from 9.625% Senior Notes Holder
IMAX CORP: Default Notice Prompts S&P to Junk Ratings
INSIGHT HEALTH: U.S. Trustee Objects to Second Amended Plan
INSIGHT HEALTH: Court Approves Kay Scholer as Bankruptcy Counsel
INTEGRATED HEALTHCARE: Court to Decide on Board Impasse Next Week

INTEGRATED HEALTHCARE: Delays Filing of Annual Report on Form 10-K
JED OIL: AMEX Extends Listing Compliance Period Until October 13
JWR-ALABAMA: Case Summary & Largest Unsecured Creditor
KAUFMAN & BROAD: Prices EUR150 Million Notes Offer
LE-NATURE'S INC: Trustee Wants To Sell Latrobe Plant for $20 Mil.

KARA HOMES: Disclosure Statement Hearing Moved to July 19
KNOLL INC: S&P Withdraws Ratings at Company's Request
MARCAL PAPER: EPA Wants $947 Million for River Cleanup
MASSEY ENERGY: To Appeal $220MM Verdict in Wheeling-Pitt Dispute
MEDICOR LTD: Bankruptcy Initiated to Execute Sale of Business

METRO CONCRETE: Case Summary & 20 Largest Unsecured Creditors
METRO ONE: Posts $3.7 Million Net Loss in Quarter Ended March 31
NEW YORK RACING: Wants Exclusive Periods Extended Until Mar. 14
PARAMOUNT RESOURCES: Gets Arctos' Cash Settlement of $1.7 Million
PEOPLE'S CHOICE: Creditors Must File Proofs of Claim by August 31

PINE VALLEY: Completes Sale of Falls Mountain to Cambrian Mining
PINE VALLEY: Discloses Management Changes Under Restructuring
RADNET INC: Obtains $445 Mil. Credit Facility from GE Healthcare
RM PRECISION: Case Summary & 20 Largest Unsecured Creditors
ROGERS COMMUNICATIONS: Completes Intracompany Amalgamation

ROGERS WIRELESS: Amalgamation Cues Fitch to Withdraw Ratings
RONCO CORP: Inks Pact Selling All Assets to Marlin for $10 Mil.
SAMSONITE CORP: To Be Acquired by CVC Capital for $1.7 Billion
SANITEC INDUSTRIES: Voluntary Chapter 11 Case Summary
SECURUS TECH: Executes Supplemental Indenture with Bank of NY

SECURUS TECHNOLOGIES: Acquires Syscon Holdings for $41 Million
SILVER FOX: Voluntary Chapter 11 Case Summary
SR TELECOM: Inks Pact with Lenders for New $45 Million Loan
TSG INC: Disclosure Statement Hearing Continued to August 1
TUNEUP MASTERS: Voluntary Chapter 11 Case Summary

US ENERGY: Names Richard Nevins as Interim Chief Executive Officer
VISANT HOLDING: Moody's Affirms Corporate Family Rating at B1
WELD WHEEL: Judge Venters Confirms Chapter 11 Liquidation Plan
WENDY'S INT'L: Triarc Wants to Participate in Sale Process

* Baker Botts Welcomes Andrei Yakovlev as Partner in London Office

* BOOK REVIEW: Distressed Investment Banking: To the Abyss and
               Back

                             *********

1408 CATALPA: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 1408 Catalpa, L.L.C.
        1904 North Clark Street
        Chicago, IL 60614
        Tel: (312) 663-0004

Bankruptcy Case No.: 07-11750

Chapter 11 Petition Date: July 2, 2007

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Ariel Weissberg, Esq.
                  401 South LaSalle Street, Suite 403
                  Chicago, IL 60605
                  Tel: (312) 663-0004
                  Fax: (312) 663-1514

Total Assets: $1,800,000

Total Debts:  $2,243,511

Debtor's Five Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Commonwealth Edison N.C.O.  utilities                     $687
Financial
Bill Payment Center
Chicago, IL 60668-0001

Anna Hong                   guarantor of debt          unknown
1874 Aberdeen
Glenview, IL 60025

Charles Everhardt           guarantor of debt          unknown
1140 North LaSalle
Street, Suite 808
Chicago, IL 60644

Larry Nesis                 guarantor of debt          unknown

Noreen K. Everhardt         guarantor of debt          unknown



360 GLOBAL: Panel Wants to Employ BBK Ltd. as Financial Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of 360 Global
Wine Company Inc. and its debtor-affiliate 360 Viansa LLC's
chapter 11 case ask the United States Bankruptcy Court for the
District of Nevada for permission employ BBK Ltd. as its financial
advisors.

As the Committee's financial advisor, BBK Ltd. will:

  a) assist the committee in the review of financial disclosures
     required by applicable law, including the Schedules of Assets
     and Liabilities, the Statement of Financial Affairs and
     Monthly Operating Reports provided by the Debtors;

  b) assist the committee with information and analyses required
     in preparation for hearings regarding the use of cash
     collateral and DIP financing;

  c) assist with review of the short-term management evaluation of
     the present level of operations and identification of areas
     of potential cost savings, including overhead and operating
     expense reductions and efficiency improvements;
     
  d) assist with a review of the Debtors' proposed employee
     retention proposals and related programs;

  e) assist and advice the committee with respect to viability of    
     the Debtors' enterprise, identification of core business
     assets and disposition of assets or liquidation of
     unprofitable operations;

  f) assist with a review of the Debtors' cost/benefit evaluations
     with respect to the assumption or rejection of executor
     contracts and leases;

  g) assist in the review of financial information generated by
     the Debtors and their professionals, including but not
     limited to, cash flow projections and budgets, cash receipts    
     and disbursement analysis, analysis of various asset and
     liability accounts and analysis of proposed transactions for
     which Court approval is sought;

  h) attend meetings and conferences and assist in discussions
     with the Debtors, secured lenders, potential investors, the
     U.S. Trustee, other parties in interest and their respective   
     Professionals;

  i) assist in the review and/or preparation of information and
     analysis necessary for the confirmation of a Plan of
     reorganization in these Chapter 11 cases;

  j) assist in the evaluation and analysis of avoidance actions,
     including fraudulent conveyances and preferential transfers;

  k) at the direction of the committee, assist the Debtors with
     compiling financial data and financial management issues; and

  l) render such other general business consulting services or
     provide such other assistance as the committee and its
     counsel may deem necessary without duplication of services
     provided by other professionals in these proceedings.

The firm will charge $150,000 per month for its expected six month
engagement and will also be reimbursed for ordinary and necessary
expenses.

Pierre Benoit, the firm's managing director, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Benoit can be reached at:

     Pierre Benoit
     BBK Ltd
     200 West Madison Street, Suite 750
     Chicago, IL 60606
     Tel: (212) 572-6280
     Fax: (248) 603-6482
     http://www.e-bbk.com/

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


ACCENTIA BIORPHARMA: Mar. 31 Balance Sheet Upside-down by $58.5MM
-----------------------------------------------------------------
Accentia Biopharmaceuticals Inc.'s consolidated balance sheet at
March 31, 2007, showed $51.7 million in total assets,
$104.5 million in total liabilities, and $5.7 million in non-
controlling interest in variable interest entities, resulting in a
$58.5 million total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $25.8 million in total current
assets available to pay $70.8 million in total current
liabilities.

The company reported a net loss of $8.0 million on total net sales
of $4.6 million for the second quarter ended March 31, 2007,
compared with a net loss of $13.8 million on total net sales of
$7.1 million for the same period ended March 31, 2006.

Results for the quarter ended March 31, 2007, included a
derivative gain of $8.8 million as compared to a derivative loss
of $3.5 million for the three months ended March 31, 2006.  This
is related to the Laurus financing arrangement that commenced in
the 2005 fiscal year and the derivative instruments issued in
conjunction with the Midsummer transactions in September 2006 and
February 2007, and results primarily from the decrease in the
company's common stock price on which the derivative liabilities
are based.  

This gain was partly offset by a convertible debenture inducement
loss of $4.5 million in 2007, absent in 2006, in conjunction with
the issuance of the February 2007 Debentures.  

The decrease in consolidated net sales for the three months ended
March 31, 200, primarily reflected a decrease of $1.4 million in
net sales in the Specialty Pharmaceuticals segment due to the
disposition of the Xodol and Histex product lines, a decrease of
$300,000 million in net sales of the company's Analytica
International subsidiary, and a $700,000 decrease in net sales in
the company's Biovest subsidiary.

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?216a

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 5, 2007,
Aidman, Piser & Company P.A. expressed substantial doubt about
Accentia Biopharmaceuticals Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Sept. 30, 2006, and 2005.  The auditing firm pointed
to the company's cumulative net losses of approximately
$111.4 million during the three years ended Sept. 30, 2006, and
working capital deficiency of approximately $20.5 million.

                About Accentia Biopharmaceuticals

Based in Tampa, Florida, Accentia BioPharmaceuticals Inc. (Nasdaq:
ABPI) -- http://www.accentia.net/-- is a vertically-integrated   
specialty biopharmaceutical company, formed by the Hopkins Capital
Group LLC and affiliates to acquire late-stage targeted
therapeutics and to use patented delivery technologies to enhance
the performance of these therapeutics. The company consists of two
wholly-owned subsidiaries, and a majority, controlling interest in
a third company.

Accentia has a portfolio of currently marketed respiratory
products and a pipeline of products in clinical development. The
company's lead respiratory product candidate is SinuNase(TM),
which is under clinical development to treat chronic sinusitis
(rhinosinusitis).  The company's other lead product is
BiovaxID(TM), a patient-specific anti-cancer vaccine for the
treatment of follicular non-Hodgkin's lymphoma.  BiovaxID, which
is being developed by Accentia's subsidiary Biovest International,
Inc. is currently in a fast-tracked Phase III clinical trial.


ACCESS PHARMA: March 31 Balance Sheet Upside-down by $13.7 Million
------------------------------------------------------------------
Access Pharmaceuticals Inc.'s consolidated balance sheet at
March 31, 2007, showed $4.9 million in total assets and
$18.6 million in total liabilities, resulting in a $13.7 million
total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $3.8 million in total current
assets available to pay $13.1 million in total current
liabilities.

The company reported a net loss of $4.1 million for the first
quarter ended March 31, 2007, compared with a net loss of
$4.9 million for the same period ended March 31, 2006.
The company reported zero revenues in both periods.

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?216b

                       Going Concern Doubt

Whitley Penn LLP, in Dallas, expressed substantial doubt about
Access Pharmaceuticals 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, net
working capital deficiency and accumulated deficit.

                   About Access Pharmaceuticals

Headquartered in Dallas, Texas, Access Pharmaceuticals Inc.
(OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging  
biopharmaceutical company developing products for use in the
treatment of cancer, the supportive care of cancer, and other
disease states.  The company's product for the management of oral
mucositis, MuGard(TM) has received marketing clearance by the FDA
as a device.  The company's lead clinical development program for
the drug candidate ProLindac(TM) is in Phase II clinical testing.  
Access also has advanced drug delivery technologies including
Cobalamin(TM) mediated oral drug delivery and targeted delivery.



ACTUANT CORPORATION: Acquires BH Electronics for $30 Million
------------------------------------------------------------
Actuant Corporation acquired BH Electronics for $30 million in
cash.  Funding for the transaction came from the company's
revolving credit facility.

BHE will operate within Actuant's Electrical Segment.

Mark Goldstein, chief operating officer of Actuant, stated: "BHE
is a great addition to our global marine platform.  BHE's strong
relationships with major recreational boat builders in the U.S.,
coupled with the products provided through our existing brands
such as Marinco, BEP, Ancor, and Guest, will enable us to further
develop our strategy of providing systems solutions to the OEM
market.  We are also excited about the prospects for introducing
BHE's products and solutions to OEMs in other markets where
Actuant has a significant presence, such as RV and off-highway
vehicles."

                            About BHE

Headquartered in Munford, Tennessee, BH Electronics produces
dashboard control panels and electronic assembly systems,
primarily for the marine market.  BHE generated $35 million in
sales in 2006, and has about 450 employees.

                          About Actuant

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

                          *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' rating
to Actuant Corporation's proposed $250 million senior unsecured
notes due2017.  The proceeds from the notes will be principally
used to repay a portion of borrowings under the company's senior
credit facility due 2009.


AFI MANUFACTURING: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: A.F.I. Manufacturing Group, L.L.C.
        dba Focused Contract Manufacturing, L.L.C.
        dba I.A.T. Manufacturing, L.L.C.
        dba Altiss Medical, L.L.C.
        P.O. Box 2027
        Kokomo, IN 46901

Bankruptcy Case No.: 07-06153

Chapter 11 Petition Date: July 2, 2007

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz, III

Debtor's Counsel: James A. Knauer, Esq.
                  Kroger, Gardis, & Regas, L.L.P.
                  111 Monument Circle, Suite 900
                  Indianapolis, IN 46204-5125
                  Tel: (317) 692-9000
                  Fax: (317) 264-6832

Total Assets: $2,691,639

Total Debts:  $6,112,645

Debtor's 15 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Indiana Community Business  any and all               $700,000
Credit Corp.                assets of
4181 East 96th Street,      A.F.I.
Suite 200                   Manufacturing,
Indianapolis, IN 46240      L.L.C., Altiss,
                            F.C.M. and
                            I.A.T.; value of
                            security:
                            $3,233,589; value
                            of senior lien:
                            $3,771,525

LYNX Capital Corp.          any and all               $275,000
4181 East 96th Street,      assets of A.F.I.
Suite 200                   Manufacturing, L.L.C.;
Indianapolis, IN 46240      value of security:
                            $3,233,589; value of
                            senior lien:
                            $4,471,525

City of Kokomo              business loan             $166,000
Development Department
City Building
Kokomo, IN 46901

Kaiser Aluminum             trade debt                $162,000

Hanning & Bean              lease                     $125,000
Enterprises, Inc.

Indiana Department of       payroll taxes             $125,000
Revenue
Indianapolis, IN 46244

Ice Miller                  legal fees                $100,000

R. Birch Dalton             payroll                    $54,000

Indiana Department of       tax warrant                $24,423
Revenue
Indianapolis, IN 46204
                            payroll taxes              $20,000

Fifth Third Bank            multi-card credit          $41,837
                            account

Noel Davis                  consulting fees            $32,000

Bank of America             credit card                $30,000
                            purchases

Alerding & Co., L.L.C.      accounting                 $17,389
                            services

Anthem Blue Cross Blue      insurance                  $16,000
Shield

Duke Energy                 utilities                  $15,000


ALLIANCE PHARMA: March 31 Balance Sheet Upside-down by $11.3 Mil.
-----------------------------------------------------------------
Alliance Pharmaceutical Corp.'s consolidated balance sheet at
March 31, 2007, showed $1.5 million in total assets and
$12.8 million in total liabilities, resulting in an $11.3 million
total stockholders' deficit.  

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $1.3 million in total current
assets available to pay $12.1 million in total current
liabilities.

The company reported a net loss of $211,000 on royalty, license
and research revenues of $521,000 for the third quarter ended
March 31, 2007, compared with a net loss of $866,000 on royalty,
license and research revenues of $26,000 for the same period ended
March 31, 2006.

The revenue for this year's quarter was primarily a milestone
payment of $500,000 that was recognized as revenue upon
satisfaction of certain obligations under the
Double-Crane Agreement.  

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?216f

                       Going Concern Doubt

Corbin & Company LLP, in Irvine, California, expressed substantial
doubt about Alliance Pharmaceutical's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the fiscal year ended June 30, 2006.  The auditing
firm pointed to the company's lack of sufficient working capital
to service its debts and fund its operations.

                  About Alliance Pharmaceutical

Headquartered in San Diego, California, Alliance Pharmaceutical
Corp. (OTC BB: ALLP.OB) -- http://www.allp.com/-- is an emerging  
pharmaceutical company that is currently focused on developing its
lead product, OXYGENT, which is based on its proprietary
perfluorochemical (PFC) technology.  OXYGENT is being developed as
an intravascular oxygen carrier designed to augment oxygen
delivery in surgical patients.


ALM MEDIA: Moody's to Withdraw Ratings Upon Repayment of Debts
--------------------------------------------------------------
Moody's Investors Service plans to withdraw all ratings of ALM
Media, Inc, including its B3 CFR, upon the completion of its
pending sale and repayment of all existing rated debt.

On July 5, 2007, Incisive Media plc and ALM signed a definitive
agreement under which Incisive Media will acquire ALM from US
Equity Partners, L.P.  Moody's understands that all of ALM's debt
will be repaid once the acquisition is completed.

Headquartered in New York City, New York, ALM Media is a leading
integrated media company, focused on the legal sector.  The
company, which is wholly owned by U.S. Equity Partners, L.P., and
affiliates, investment funds sponsored by Wasserstein & Co,
reported fiscal 2006 sales of $190 million.


ANTHRACITE CDO: Fitch Lifts Ratings on Class H Notes to BB+
-----------------------------------------------------------
Fitch has upgraded seven classes and affirmed five classes of
notes issued by Anthracite CDO III, Ltd., as:

    -- $205,002,181 class A affirmed at 'AAA';
    -- $14,384,000 class B-FX affirmed at 'AAA';
    -- $27,000,000 class B-FL affirmed at 'AAA';
    -- $2,500,000 class C-FX affirmed at 'AAA';
    -- $24,727,000 class C-FL affirmed at 'AAA';
    -- $10,000,000 class D-FX upgraded to 'AA+' from 'AA';
    -- $13,959,000 class D-FL upgraded to 'AA+' from 'AA';
    -- $26,427,000 class E-FX upgraded to 'A-' from 'BBB+';
    -- $10,600,000 class E-FL upgraded to 'A-' from 'BBB+';
    -- $22,871,000 class F upgraded to 'BBB+' from 'BBB';
    -- $7,623,000 class G upgraded to 'BBB' from 'BBB-';
    -- $13,069,000 class H upgraded to 'BB+' from 'BB'.

Anthracite CDO III is a collateralized debt obligation that closed
on March 30, 2004 and is supported by a static pool of commercial
mortgage-backed securities (CMBS; 83.34%), senior unsecured real
estate investment trust debt (12.10%), credit tenant lease (CTL;
3.63%) and real estate CDOs (0.93%).  BlackRock Financial
Management (rated 'CAM1' by Fitch) selected the initial collateral
and serves as the collateral administrator.

The upgrades are driven primarily by the improved credit quality
of the portfolio and seasoning of the collateral.  According to
the June 2007 trustee report, the CDO has paid down $7.4 million
to the class A notes since issuance, representing 1.7% of the
collateral.  The weighted average rating factor has improved but
remains in the 'BBB-/BB+' category since last review.  The WARF
improvement is due to a collateral substitution and other positive
portfolio credit migration.  In December 2006 the collateral
manager substituted 3.5% of lower rated collateral with 'AAA'
collateral.  Since Fitch's last review (July 2006), 35% of the
portfolio was upgraded a weighted average of 1.9 notches and 2.3%
was downgraded a weighted average of one notch.  The weighted
average life of the portfolio has decreased to 6.62 from 8.65 at
last review.  All overcollateralization and interest coverage
ratios have remained stable since inception.  There are currently
no defaulted assets in the portfolio.

The CMBS assets in the collateral pool ranges from the 1998
vintage to the 2004 vintage with none being first loss classes.  
Due to defeasance and amortization, Fitch believes these CMBS
vintages are a positive factor in this transaction.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.

The ratings on classes A, B-FX, B-FL, C-FX and C-FL address the
likelihood that investors will receive timely payment of interest
and ultimate payment of principal by the stated maturity date.  
The ratings on the classes D-FX, D-FL, E-FX, E-FL, F, G and H
address the ultimate payment of interest and ultimate repayment of
principal.


ARCTOS PETROLEUM: Grosses $1.7 Million in Debenture Financing
-------------------------------------------------------------
ARCTOS PETROLEUM CORP. has closed a debenture financing raising
gross funds of $1.7 million and has now closed the settlement of
the debts disclosed as of May 4 and June 11, 2007.

Arctos has completed a non-brokered private placement of non-
convertible debentures in the principal amount of $1.7 million.  
The debentures will have a twelve-month term and shall bear
interest at 10% per annum calculated and paid quarterly and any
principal or interest outstanding under the debentures shall be
secured against the general assets of the company.  Insiders of
the company purchased convertible debentures in the principal sum
of $150,000.

Net proceeds from the private placement have been used in part to
pay the cash portion of the debt settlement, with the remaining
amount being applied to general working capital.  Arctos will
settle $4,575,948 in outstanding net debt through the payment of
$1,220,235 in cash and the issuance of 31,846,265 common shares of
the company.  

One creditor, with debt owed of $2,483,146 has been settled in
full by the payment of $1,171,485 in cash and the issuance of
11,405,745 common shares of the company.

Ten creditors, with net debt owed of $2,092,802, have been settled
in full by the payment of $48,750 in cash and the issuance of
20,440,520 common shares of the company.  The TSX Venture Exchange
has conditionally approved all of the transactions described
herein.

The company is now positioned to move forward with an active
business plan that will be focussed on acquiring oil and gas
assets together with a selective drilling program.

                   About Arctos Petroleum Corp.

Headquartered in Calgary, Canada, Arctos Petroleum Corp. (TSX
VENTURE: APO) is an emerging junior oil and gas company with
exploration, evelopment, and production programs in Alberta and
Saskatchewan.

At March 31, 2007, Arctos Petroleum's balance sheet showed total
assets of $4,377,273, and total liabilities of $5,730,920,
resulting in a $1,353,647 stockholders' deficit.


ARINC INC: Company Sale Cues S&P to Revise Watch to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on the 'BB' corporate credit rating and other ratings
on ARINC Inc. to negative from developing.
      
"The revision follows the announcement that ARINC will be sold to
the Carlyle Group," said Standard & Poor's credit analyst
Christopher DeNicolo.  Although the financial terms were not
disclosed, the positive scenario of an IPO or minority equity
investment is no longer possible and leverage could increase.  The
transaction is subject to customary regulatory approvals and is
expected to close in the third quarter of 2007.  ARINC is
currently owned primarily by several large U.S. airlines.  Ratings
could be withdrawn if rated debt is repaid.
     
Annapolis, Maryland-based ARINC is a leading provider of mission-
critical communications and IT services to the global aviation
industry (40%-45% of revenues) and engineering services to the
U.S. military and other government agencies (55%-60%).  ARINC
networks carry more than half of all air-ground messages in the
world between commercial aircraft and airline operations centers.  
Other commercial transportation products include airport check-in
and boarding systems, flight display and information systems,
commuter rail control and information systems, and mobile private
digital networks and ground communications systems.  ARINC is
granted the exclusive right by the FCC to manage and license the
radio frequencies used by the airlines.  This function has been
transferred to a separate legal entity that will continue to be
owned by the U.S. airlines.


ASC INC: Wants Financing Pact with Subordinated Lender Okayed
-------------------------------------------------------------
ASC Inc. seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Michigan to enter into a financing agreement
with a prepetition subordinated lender to continue running its
remaining business in Lansing, Michigan, Bill Rochelle of
Bloomberg News reports.

The subordinated lender is adequately protected by the liens
he holds on all of the Lansing facility's assets.

According to Bloomberg, ASC needs the financing because its
proposed use of excess funds was not agreed to by a secured
lender.

As previously reported in the Troubled Company Reporter, the
Debtor obtained Court authority to sell its business to an
affiliate of Hancock Park Associates for $14.7 million.

                      About ASC Incorporated

Headquartered in Southgate, Michigan, ASC Incorporated --
http://www.ascglobal.com/-- is a supplier of highly engineered     
roof systems and of design services for the world's automakers.
The company filed for Chapter 11 protection on May 2, 2007,
(Bankr. E.D. Mich. Case No. 07-48680)  Gary H. Cunningham, Esq.
and Sean M. Walsh, Esq. at Giarmarco, Mullins & Horton P.C.
represent the Debtor in its restructuring efforts.  Christopher
Grosman, Esq., at Carson Fischer, P.L.C., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed assets and debts from
$1 million to $100 million.


ASHTON WOODS: Moody's Lowers Corporate Family Rating to B2
----------------------------------------------------------
Moody's Investors Service lowered the ratings of Ashton Woods USA
L.L.C, including the company's corporate family rating to B2 from
B1 and senior subordinated notes ratings to Caa1 from B3.  At the
same time, the company's speculative grade liquidity rating of
SGL-3 was affirmed.  The ratings outlook was changed to negative
from stable.

The downgrades and negative outlook reflect Moody's expectation
that:

   i. cash flow generation relative to debt balances for fiscal
      2007 and 2008 will be weak;

  ii. the company plans to rely on its credit facility throughout
      fiscal 2007 and 2008; and

iii. Moody's projects the compliance with the relaxed interest
      coverage covenant of 1.75 times to be challenging in fiscal
      2008.

Ashton Woods amended its credit facility's interest coverage
covenant in June 2007; the covenant now stands at 2 times,
previously at 2.5 times.  The amendment allows the company's
interest coverage to decline to as low as 1.75 times for the
maximum of three consecutive quarters.  Were the ratio to fall
below 2 times:

   i. the leverage ratio decreases to 2 times from 2.25 times for
      that period; and

  ii. fees are adjusted.

The ratings are also constrained by the company's short operating
history and geographic concentration.  The company was founded in
1989 and currently operates in Atlanta, Dallas, Houston, Orlando,
Phoenix, Tampa, and Denver.

Moody's affirmed the SGL-3 rating for Ashton Woods.  The rating
indicates adequate liquidity for the next 12 months, and takes
into consideration internal and external liquidity, covenant
compliance, and access to alternative liquidity sources.

Going forward, the company's outlook could stabilize if Moody's
were to project Ashton Woods to generate strongly positive cash
flow from operations and use the cash flow to pay down debt, thus
reducing its interest burden and widening the headroom under its
interest coverage covenant.  

The ratings could decline further if Moody's were to project
these:

   i. interest coverage ratio to decline below 1.5 times;

  ii. leverage to increase above 60% in fiscal 2008; or

iii. cash flow generation on a trailing twelve month basis to
      turn negative.

These ratings for Ashton Woods were lowered:

-- Corporate family rating, lowered to B2 from B1;
-- Probability of Default rating lowered to B2 from B1;
-- Senior Subordinated Notes, lowered to Caa1 (LGD-5, 87%) from
    B3 (LGD-5, 87%).

Begun in 1989, headquartered in Roswell, Georgia, and privately-
owned by six Canadian families, Ashton Woods USA L.L.C. builds
single-family detached homes, townhomes, and stacked-flat
condominiums, with operations in seven U.S. cities.  Homebuilding
revenues and total pretax income for the trailing twelve month
period ended Feb. 28, 2007 were $687 million and $59 million,
respectively.


BEARINGPOINT INC: Dec. 31 Balance Sheet Upside-Down by $177.3 Mil.
------------------------------------------------------------------
BearingPoint Inc. reported total assets of $1.9 billion, total
liabilities of $2.1 billion, and total stockholders deficit of
$177.3 million as of Dec. 31, 2006.

The company filed its financial reports with the Securities and
Exchange Commission for the year 2006 on Form 10-K and the three
quarters of 2006 on Forms 10-Q in the last week of June 2007.

BearingPoint's chief executive officer, Harry You, stated, "By
filing our full year 2006 financials, we have taken another
significant step toward returning to timely filing our periodic
reports with the SEC.  The business is strong and we continue to
see great demand for our services."

                         2006 Highlights

The company's revenue for 2006 was $3.4 billion, an increase of
$55.1 million, or 1.6%, over 2005 revenue of $3,388.9 million.

The company's gross profit for 2006 was $550.5 million, compared
to $358 million for 2005.  Gross profit as a percentage of revenue
increased to 16% during 2006 from 10.6% during 2005.

In 2006, the company realized a net loss of $213.4 million,
compared to a net loss of $721.6 million in 2005.
    
Contributing to the net loss for 2006 were $48.2 million of losses
related to the previously mentioned settlements with
telecommunication clients, $57.4 million for bonuses payable to
its employees, $53.4 million of non-cash compensation expense
related to the vesting of stock-based awards, $29.6 million of
lease and facilities restructuring charges and the previously
mentioned $33.6 million year-over-year increase in external costs
related to the closing of the company's financial statements.

New contract bookings for 2006 were $3.1 billion, a slight
decrease from new contract bookings of $3.1 billion for 2005.

Commercial Services bookings were significantly lower when
compared year-over-year, primarily due to 2005 bookings in excess
of $100 million related to the signing of its contract with
Hawaiian Telcom Communications Inc, one of the largest contracts
in its history.  New contract bookings for the three months ended
March 31, 2007, were about $709.5 million, compared with new
contract bookings of $804.6 million for the three months ended
March 31, 2006.

A copy of the company's first quarter 2006 report is available for
free at http://ResearchArchives.com/t/s?216e

                          Other Ventures

During 2006 and 2007, the company worked with Hawaiian Telcom
Communications Inc., a telecommunications industry client, to
resolve issues relating to the company's delivery of services for
the design, build and operation of various information technology
systems.  On Feb. 8, 2007, the company entered into a settlement
agreement and transition agreement with HT.  Pursuant to the
settlement agreement, the company paid $52 million, $38 million of
which was paid by certain of the company's insurers.  

In addition, the company waived about $29.6 million of invoices
and other amounts otherwise payable by HT to the company.  The
transition agreement governed the company's transitioning of the
remaining work under the HT Contract to a successor provider,
which has been completed.  In 2006 and 2005, the company incurred
losses of $28.2 million and $111.7 million, respectively, under
the HT Contract.

On June 18, 2007, the company entered into a settlement with a   
telecommunications industry client resolving the client's claims
under a client-initiated "audit" of certain of the company's time
and expense charges relating to an engagement that closed in 2003.  
While this settlement provides the company with the opportunity to
perform services for this client in the future, the dispute will
likely continue to negatively affect the level of new bookings
anticipated from this client in 2007.

On May 22, 2007, the company settled certain disputes with KPMG
that had arisen between companies related to the February 2001
Transition Services Agreement.  KPMG had asserted that the
companies were liable to it for about $31 million under the
Transition Services Agreement for certain technology service
termination costs.  The further settlement involves cash payments
by the company to KPMG of $5 million over a three-year time frame.

                      Q1 2007 Key Metrics

BearingPoint reported key business metrics for the first quarter
ended March 31, 2007, which were driven by solid performance in
the company's core business and continued traction in the
marketplace.

Highlights include:

   i. Bookings of $709.5 million for the first quarter of this
      year, a modest sequential increase over $699 million in the
      fourth quarter of 2006 and a decrease from $804.6 million in
      the first quarter 2006, with the decline primarily
      attributable to growth in newly signed, but unfunded Federal
      contracts which BearingPoint does not include in bookings
      until related appropriations are approved.

  ii. Voluntary total employee turnover of 23.9% an increase from
      21.2% in the fourth quarter of 2006 and a slight improvement
      from 24.2% in the first quarter 2006.

iii. Total workforce utilization of 76.6% down slightly from
      77.4% in the fourth quarter of 2006 and a solid increase
      from 73.4% in the first quarter 2006.

  iv. Billable headcount of about 15,200, a slight decline from
      about 15,300 in the fourth quarter of 2006 and 15,400 in the
      first quarter of 2006.

                       About BearingPoint

Headquartered in McLean, Virginia, BearingPoint Inc., (NYSE:
BE) -- http://www.BearingPoint.com/-- provides of management    
and technology consulting services to Global 2000 companies and
government organizations in 60 countries worldwide.  The firm
has approximately 17,500 employees, and major practice areas
focusing on the Public Services, Financial Services and
Commercial Services markets.

BearingPoint has global locations including in Indonesia,
Australia, Austria, China, India, Japan, Mexico, Portugal,
Singapore and Thailand.


BRANFORD PARNTERS: Files Amended Chapter 11 Reorganization Plan
---------------------------------------------------------------
Branford Partners LLC filed with the United States Bankruptcy
Court for the Central District of California an Amended Chapter 11
Plan of Reorganization and an accompanying Disclosure Statement
explaining that Plan.

                       Overview of the Plan

The Plan provides for the sale of the Debtor's real property
and related assets under the assets purchase agreement.  The
allocation and distribution of the proceeds of the sale among
the holders of allowed claims will be made according to the
Plan.

On May 29, 2007, the Court entered an order for the sale of
the Debtor's assets to Trammell Crow Company for $18,750,000,
which was paid on June 13, 2007.

                        Treatment of Claims

Under the Plan, Administrative and Priority Tax Claims will
be paid in full on the effective date.

Holders of Priority Claims will also be paid in full.

Claims of California Environmental Redevelopment Fund LLC,
Fornaciari Family Revocable Trust and MCOM LLC, will have their
rights unaltered by the plan.  

General Unsecured Creditors will receive distribution on
a pro rata basis.

Holders of Equity Interest will not receive or retain
anything under the Plan.

                    About Branford Partners

Based in Manhattan Beach, Calif., Branford Partners LLC pdba
Sunquest Development II LLC owns approximately 33 acres of real
property in the Sun Valley section of San Fernando Valley in the
city of Los Angeles.  The company filed for chapter 11 protection
on Dec. 26, 2006 (Bankr. C.D. Calif. Case No. 06-12551). David S.
Kupetz, Esq., and Marcus Tompkins, Esq., at SulmeyerKupetz,
represent the Debtor.  No Committee of Unsecured Creditors has
been appointed in the Debtor's bankruptcy proceedings.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.  


BRANFORD PARTNERS: Disclosure Statement Hearing Set for July 26
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has set a hearing on July 26, 2007, at 3:00 p.m., to consider the
adequacy of the Disclosure Statement explaining Branford Partners
LLC's Amended Chapter 11 Plan of Reorganization.

Based in Manhattan Beach, Calif., Branford Partners LLC pdba
Sunquest Development II LLC owns approximately 33 acres of real
property in the Sun Valley section of San Fernando Valley in the
city of Los Angeles.  The company filed for chapter 11 protection
on Dec. 26, 2006 (Bankr. C.D. Calif. Case No. 06-12551). David S.
Kupetz, Esq., and Marcus Tompkins, Esq., at SulmeyerKupetz,
represent the Debtor.  No Committee of Unsecured Creditors has
been appointed in the Debtor's bankruptcy proceedings.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.


CABLEVISION SYSTEMS: Rainbow Media Completes Sale of Interests
--------------------------------------------------------------
Rainbow Media Holdings LLC, a wholly-owned subsidiary of
Cablevision Systems Corporation and CSC Holdings Inc, completed
its sale to Comcast Corporation of:

   i. its subsidiary owning a 60% interest in SportsChannel
      Pacific Associates, which owns the FSN Bay Area regional
      sports programming network; and

  ii. its subsidiaries owning a 50% interest in SportsChannel New
      England Limited Partnership, which owns the FSN New England
      regional sports network, for aggregate consideration,
      including certain closing adjustments, of about $581
      million.  The aggregate consideration is subject to certain
      customary post-closing working capital adjustments.

As a result, Comcast Corporation owns 100% of SportsChannel New
England Limited Partnership and 60% of SportsChannel Pacific
Associates.  The remaining 40% interest in SportsChannel Pacific
Associates is indirectly owned by a subsidiary of Fox Sports Net,
Inc.

                         About Cablevision

Based in Bethpage, NY, Cablevision Systems Corporation (NYSE:CVC)
-- http://www.cablevision.com/-- is a cable operator in the  
United States that operates cable programming networks,
entertainment businesses and telecommunications companies.  As of
Dec. 31, 2006, the company served about 3.1 million basic video
subscribers in and around the New York City metropolitan area.  
Through its wholly owned subsidiary, Rainbow Media Holdings LLC,
Cablevision owns interests in and manages numerous national and
regional programming networks, the Madison Square Garden sports
and entertainment businesses, and cable television advertising
sales companies.  Through Cablevision Lightpath Inc., its wholly
owned subsidiary, the Company provides telephone services and
Internet access to the business market.  The company operates in
three segments: Telecommunications Services, Rainbow and Madison
Square Garden.

                        *     *     *

As of July 4, 2007, the company carries Moody's B1 long-term
corporate family rating and probability of default rating.  
Moody's also rated its senior unsecured debt at B3.  

The company also carries Fitch's B+ long-term issuer default
rating and CCC+ senior unsecured debt.


CALPINE CORP: Disclosure Statement Hearing Scheduled on August 8
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
is set to consider the adequacy of Calpine Corp. and its debtor-
affiliates' Disclosure Statement at a hearing scheduled for
Aug. 8, 2007, at 10:00 a.m.  Any objection to the approval of the
Disclosure Statement must be filed with the Court on or before
July 30, 2007.

                Disclosure Statement Adequacy

The Debtors is seeking Court approval for the Disclosure Statement
explaining their Plan of Reorganization dated June 20, 2007, as
containing "adequate information" pursuant to Section 1125 of the
Bankruptcy Code.

Adequate information is information that is "reasonably
practicable" to permit "informed judgment" by impaired creditors
and interest holders entitled to vote on a plan of
reorganization, David R. Seligman, Esq., at Kirkland & Ellis,
LLP, in New York, says.

Mr. Seligman pointed out that the Disclosure Statement, among
others:

   * contains a discussion of the Debtors' history and business
     as an operator and developer of clean, reliable, and cost
     competitive power generation facilities in North America;

   * describes in detail the Debtors' corporate structures and
     efforts to simplify each;

   * describes the Debtors' efforts to retire high-interest debt
     during their Chapter 11 cases, particularly through the
     Replacement DIP Facility;

   * contains a description of the Debtors' business and
     portfolio of power generating assets in each of their four
     main operating regions; and

   * enumerates a variety of risk factors relating to the
     Debtors' businesses, their Chapter 11 cases and the New
     Calpine Common Stock to be issued under the Plan that
     Holders of Claims and Interests entitled to vote should
     consider.

The Disclosure Statement, Mr. Seligman added, provides creditors
and interest holders entitled to vote comprehensive information
regarding:

   * the Plan, including ranges of projected recoveries for each
     Class of Claims and Interests based on the Valuation
     Analysis in the Disclosure Statement;

   * high and low ranges of Allowed Claims on a Class-by-Class
     basis based on the Debtors' litigation-risk adjusted
     estimates of Allowed Claims in the Chapter 11 Cases;

   * a summary of the Plan's provisions for treatment and
     classification of Claims and Interests, implementation
     provisions, including a detailed discussion of the necessity
     for substantive consolidation of the Estates for
     distribution purposes, and the sources of consideration
     under the Plan to satisfy Allowed Claims and Interests;

   * the Plan's proposed treatment of executory contracts and
     unexpired leases; and

   * the Plan's provision for releases by the Debtors and Holders
     of Claims and Interests of certain parties and exculpation
     of those parties.

Under the Disclosure Statement, the Debtors inform creditors and
other parties-in-interest that the Official Committee of
Unsecured Creditors and the Official Committee of Equity Security
Holders disagree with the Valuation Analysis.

The Creditors Committee believes that the claim estimates may be
lower than the actual amount of the Allowed Claims after
completion of the claims reconciliation process.  The Creditors
Committee also disagrees with the ranges of projected recoveries
for certain Classes of Claims and Interests.

On the other hand, the Equity Committee believes that the claims
estimates may be higher than the actual amount of the Allowed
Claims after completion of the Claims reconciliation process and
consequently disagrees with the ranges of projected recoveries
for certain Classes of Claims and Interests.

The Disclosure Statement also informs creditors and interest
holders of the federal income tax consequences of the Plan, the
Debtors assert.

The Disclosure Statement contains a Liquidation Analysis, which,
coupled with the Valuation Analysis, demonstrates that creditors
and interest holders are expected to receive higher recoveries
under the Plan than they would under a hypothetical Chapter 7
liquidation of the Debtors' estates, Mr. Seligman notes.

The Disclosure Statement also explains that confirmation of the
Plan is not likely to be followed by liquidation or need for
further reorganization of the Debtors on their emergence from the
Chapter 11 cases, based on the pro forma financial statements
included as part of the Plan Supplement, which show that the
Debtors will return to viability as a result of the significant
de-leveraging to be achieved through the Chapter 11 cases.

Mr. Seligman related the Debtors will continue to review the
Disclosure Statement and may make additional changes and
disclosures before the hearing on the Disclosure Statement.

Any additional disclosures would serve to increase the amount of
information being provided to Holders of Claims and Interests,
Mr. Seligman said, and will further enhance the adequacy of
information in the Disclosure Statement.

                     About Calpine Corporation

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 54 Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


CHASE FUNDING: S&P Affirms Ratings on 38 Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 38
classes of mortgage loan asset-backed certificates from five Chase
Funding Loan Acquisition Trust transactions.
     
The affirmed ratings reflect adequate actual and projected credit
enhancement that is sufficient to support the certificates at the
current rating levels.  As of the June 25, 2007, remittance date,
total delinquencies ranged from 0.26% (series 2003-C2) to 19.82%
(series 2001-C2) of the current pool balances, while severe
delinquencies (90-plus days, foreclosures, and REOs) ranged from
0.26% (series 2003-C2) to 10.57% (series 2001-C2).  Cumulative
realized losses, as a percentage of the original pool balances,
ranged from 0.06% (series 2003-C2) to 3.07% (series 2001-C2.).
     
Subordination, excess interest, and overcollateralization provide
credit support for these transactions.  The underlying collateral
backing the certificates primarily consists of 30-year fixed- or
adjustable-rate subprime mortgage loans secured by mostly first
liens on one- to four-family residential properties.


                       Ratings Affirmed
     
             Chase Funding Loan Acquisition Trust
            Residential mortgage-backed securities

Series      Class                                      Rating
------      -----                                      ------
2001-C2     IA-4, IA-5                                 AAA     
2001-C2     IM-1                                       AA
2001-C2     IM-2                                       A
2001-C2     IB                                         B
2003-C1     IA-4, IA-5                                 AAA
2003-C1     IM-1                                       AA
2003-C1     IM-2                                       A
2003-C1     IB                                         BBB
2003-C2     IA, IIA, IA-X, IIA-X, IA-P, IIA-P          AAA
2003-C2     B-1                                        AA+
2003-C2     B-2                                        A+
2003-C2     B-3                                        BBB+
2003-C2     B-4                                        BB+
2003-C2     B-5                                        B+
2004-AQ1    A-2                                        AAA
2004-AQ1    M-1                                        AA
2004-AQ1    M-2                                        A
2004-AQ1    M-3                                        A-
2004-AQ1    B-1                                        BBB+
2004-AQ1    B-2                                        BBB
2004-AQ1    B-3                                        BBB-
2004-AQ1    B-4                                        BB+
2004-AQ1    B-5                                        BB
2004-OPT1   A-2                                        AAA
2004-OPT1   M-1                                        AA
2004-OPT1   M-2                                        A
2004-OPT1   M-3                                        A-
2004-OPT1   B-1                                        BBB+
2004-OPT1   B-2                                        BBB
2004-OPT1   B-3                                        BBB-
2004-OPT1   B-4                                        BB+


COLLINS & AIKMAN: Court Approves Deal with Customers & JPMorgan
---------------------------------------------------------------
The Honorable Steven W. Rhodes approved a Post-June 30, 2007
Agreement among Collins & Aikman Corp. and its debtor-affiliates,
JPMorgan Chase Bank, N.A., and as agent to the senior, secured
prepetition lenders, and the Debtors' major customers, including
DaimlerChrysler Company LLC, General Motors Corporation, Ford
Motor Company, and Auto Alliance International, Inc.

                   Post-June 30, 2007 Agreement

In December 2006, in connection with their sales process, the
Debtors worked with JPMorgan Chase Bank, N.A., and the Debtors'
major customers, to negotiate an agreement to address numerous
issues that benefited the Debtors' estates.

In conjunction with the Customer Agreement negotiations, the
Debtors, Agent and certain of the Customers agreed that, if
certain Customers required production from certain of the Debtors'
operations after June 30, 2007, the parties would resume
negotiations for any necessary post-June 30, 2007 production and
other relevant issues.

The Debtors have been in discussions to extend funding for the
Debtors' Plastics and Convertibles operations beyond June 30,
2007.  The Agent's legal and financial advisors have been
intimately involved in the negotiations.

DCC and GM have requested that the Debtors produce certain
component parts in the Debtors' Plastics and Convertibles division
after June 30.  An agreement will allow the Debtors to maximize
the value of their assets by closing certain sales that have been
approved by the Court, as well as facilitating remaining sales,
preserving the maximum number of jobs related to the business
lines and allowing the Debtors to wind-down in an orderly fashion,
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, said.

In the absence of an agreement, the Debtors may be forced to cease
operations at their plastics and convertibles plants, which would
likely cause a material disruption in North American automobile
manufacturing and cause significant harm to the Debtors, GM and
DCC, Mr. Schrock stated.

To avoid these results, the Debtors, Agent, GM and DCC have
completed negotiations and reached an agreement for post-June 30,
2007 production.  The significant terms of the Post-June 30, 2007
Agreement include:

   (a) The parties agree that the provisions of the Customer
       Agreement will continue to be applicable among them with
       respect to production after June 30, 2007, subject to
       certain changes;

   (b) The budget for the Plastics & Convertibles production
       payments and obligations to the Customer Agreement will be
       amended to account for production of GM and DCC during the
       period from July 1, 2007, through the production end date.  
       GM and DCC will be responsible for all costs and
       liabilities relating to the extended production and
       payment of any amounts due under purchase orders issued by
       the Debtors and certain non-Debtor affiliates -- suppliers
       -- in connection with the extended production and open as
       of the production end date, regardless of whether the cost
       and liabilities are correctly estimated or described in
       the extended production budget.

       The production end date occurs on the earliest of the exit
       date for the plant; if the plant is a Cadence Innovation
       LLC Plant, the closing under the Cadence asset purchase
       agreement; and Aug. 31, 2007;

   (c) The budget for administration expenses for the Debtors'
       and Agent's professional fees and expenses will be amended
       to reflect the parties' allocation of administrative
       expenses with respect to the period from July 1, 2007,
       through Aug. 31, 2007.

       If conditions with Cadence are satisfied and the sale of
       the Carpets & Acoustics Division has not closed, DCC and
       GM will pay their allocable share of 100% of the
       administration expenses and professional fees allocable to  
       the Plastics & Convertibles Division.  The maximum amount
       allocable to the Supplier for any month during the
       extended administration period will not exceed $250,000;

       If the Cadence Condition is satisfied and the Carpets &
       Acoustics Division has closed, DCC and GM will pay all of
       the administration expenses and the professional fees,
       which accrue thereafter and related to periods during the
       extended administration period, other than non-allocable
       administration expenses, except that the supplier will pay
       $250,000 per month in the aggregate of professional fees
       during the extended administration period.

       If the Cadence Condition is not satisfied, DCC and GM will
       pay all of the administration expenses and the
       professional fees relating to the extended administration
       period, other than non-allocable administration expenses.

   (d) The Debtors, DCC, GM and the Agent agree that the document
       relating to a sale process, exhibit G to the Customer
       Agreement, will be amended, and the determination date has
       not occurred for certain plants;

   (e) Notwithstanding anything to the contrary in the Customer
       Agreement, the Debtors will have no obligation to make any
       further capital expenditures funded by DCC or GM after
       June 30.  After June 30, either GM or DCC may elect to
       make a "Cap-Ex Advance" directly, at their own risk, by
       purchasing the subject equipment.  In the event DCC or GM
       does make a Cap-Ex Advance after June 30, the Customer
       will be entitled to a "PMSI," "Junior Security Interest"
       or administrative claim;

   (f) DCC agrees to resolve its outstanding tooling payables to
       and commercial issues with the Debtors;

   (g) The parties agree that the "true-ups" referenced in the
       Customer Agreement will be performed for each plant as of
       the earliest of the termination of all production at the
       plants; the sale of the plant pursuant to a purchase
       request or option; and Aug. 31, 2007; and

   (h) The Debtors may request and the Customer may purchase
       certain of the Debtors' facilities under specified
       conditions on or before Aug. 31, 2007.  If the parties
       exercise this option, they will follow certain procedures.

The Option Rights procedures are:

   -- The Debtors will serve a written sale notice, which will
      include the identify the facility being sold, the
      purchaser of the assets, the purchase price, and the
      significant terms of the sale; and

   -- If no written objections are filed by the sale notice
      parties within 10 days of the date the notice is sent, the
      Debtors are authorized to immediately consummate the
      transaction.

The Post-June 30, 2007 Agreement will become effective upon
execution and delivery by each of the parties and the Court's
approval of the agreement.

A copy of the Post-June 30, 2007 Agreement is available for free
at http://ResearchArchives.com/t/s?2169

                            Objections

(1) UAW

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America is the collective
bargaining representatives of the Debtors' bargaining unit
employees at nine facilities and party to a series of collective
bargaining agreements with the Debtors.

Niraj R. Ganatra, Esq., associate general counsel to the UAW, in
Detroit, Michigan, pointed out that the Debtors sought to continue
the ability of their Customers, senior secured prepetition
lenders, and others to accrue economic benefits from the Debtors'
liquidation while the very workers who allow for continued
operation of the working assets and thereby facilitate the
liquidation to occur are left with nothing.

The UAW related that despite lengthy and prolonged discussions
over several months with the Debtors and certain Customers
concerning fair and equitable severance pay for the affected
hourly employees, no meaningful proposal has been tendered by the
Debtors.

Mr. Ganatra argued that the Debtors do not meet the business
judgment standard set forth in Section 363(b) of the Bankruptcy
Code.  The Debtors' failure to settle severance issues at affected
plants, while simultaneous seeking Court approval for a global
economic settlement with GM and DCC related to wind down and
liquidation of plants, demonstrates inattention to the potential
consequences of resolving all financial issues related to wind
down of UAW-represented plants without inclusion of a severance
settlement, he said.

(2) H.S. Die

H.S. Die and Engineering, Inc., H.S. Die Rantoul Mold Service,
LLC, and their affiliates, previously objected to the Customer
Agreement.  H.S. Die's objection was resolved by the inclusion of
certain language providing that nothing contained in the Customer
Agreement or the order approving it would prejudice the rights of
H.S. Die with respect to H.S. Die's tooling or its liens and
security interests with respect to the tooling.

H.S. Die requested that the protections granted to it under the
Customer Agreement order remain intact and are in no way
prejudiced by the Debtors' request.

To the extent the Debtors are attempting to prejudice the rights
and protections of H.S. Die under the initial order approving the
Customer Agreement, H.S. Die had asked the Court to deny the
Debtors' request.

                       Judge's Decree

Judge Rhodes rules that the rights, remedies or obligations of
Ford or AAI under the Customer Agreement approved on a final basis
on Jan. 11, 2007, will not be waived, altered, modified, amended
or otherwise affected.

Nothing in the motion, Customer Agreement or order will conflict
with or otherwise impair the rights of General Electric Capital
Corporation under a settlement agreement with Debtors.  The
Debtors are not purporting to sell, nor will they be authorized to
sell, any assets to which GECC has an interest.

                     About Collins & Aikman

Headquartered in Troy, Mich., 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 Debtors 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. 67; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/ or
215/945-7000)


COMPLETE RETREATS: Court Extends Plan-Filing Period Until July 31
-----------------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut extended Complete Retreats LLC and its
debtor-affiliates' exclusive periods to:

   (a) file a plan of reorganization through and including
       July 31, 2007; and

   (b) solicit acceptances of that plan through and including
       Oct. 31, 2007.

In the event the Debtors do not file a plan and disclosure
statement by a date they may agree upon in writing with Jeffrey
Gram, and they seek to substantively consolidate the bankruptcy
case of Private Retreats Belize, LLC, with the case or cases of
one or more of the other Debtors, Judge Shiff directed the Debtors
to file their substantive consolidation request by July 2, 2007,
or another date they may agree on with Mr. Gram.

If the Debtors fail to do so by the deadline, they will be barred
from seeking substantive consolidation of Private Retreats
Belize' bankruptcy case with the other Debtors' cases.

As previously reported in the Troubled Company Reporter, the
Debtors delivered their Joint Plan of Liquidation and Disclosure
Statement to the Court on July 2, 2007.  

                   About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  (Complete Retreats Bankruptcy News, Issue No. 28
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).  


CONVERGEX HOLDINGS: Acquisition Cues Moody's to Downgrade Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded to B2 from B1 the rating on
ConvergEx Holdings LLC's first-lien term loan and revolving credit
facilities.  The ratings were placed on review for a possible
downgrade on June 11, 2007 following the company's announcement of
a definitive agreement to acquire Liquid Point LLC and First
Traders Analytical Solutions LLC.

At that time, the rating agency noted that were a meaningful
portion of debt raised to fund the acquisition to rank on terms
pari pasu with those of the first-lien facilities, the relative
amount of debt structurally subordinate to the first lien
facilities may be insufficient to support a one-notch lift
relative to the corporate family rating (B2;Stable).

As all of the new debt was added to first lien term loan facility,
first-lien debt, assuming full drawdown of the currently un-drawn
revolving credit facility, now accounts for almost seventy percent
of ConvergEx's total long-term debt.  As a result, the rating on
the first-lien facilities has been downgraded to the level of the
corporate family rating.

These ratings were downgraded to B2:

BNY ConvergEx Group LLC and EZE Castle Software Inc:

-- $644 Million 7-Year First-Lien Term Loan Facility (including
    $122 million of the delayed-draw (currently un-drawn) portion)

-- $75 Million 6-Year First-Lien Revolving Credit Facility
    (currently un-drawn)

These ratings were affirmed:

ConvergEx Holdings LLC:

-- Corporate Family Rating -- B2

BNY ConvergEx Group LLC and EZE Castle Software Inc:

-- $180 7.5-Year Second-Lien Term Loan -- B3

BNY ConvergEx Group LLC, headquartered in New York City, New York,
is a global agency brokerage and technology company.


CRDENTIA CORP: Completes Sale of Detroit Assets
-----------------------------------------------
Crdentia Corp. has entered into an agreement to sell its Detroit
assets as part of the execution of its strategy to focus on both
organic growth and on the attractive markets throughout the Sun
Belt regions of the U.S.  

Proceeds from the sale of these assets were $300,000 and receipt
of 128,367 shares of Crdentia common stock.  With the divestiture
of these assets, Crdentia will focus on its strong base of
operations located in the southeast and southwest of the United
States, which include 12 hub offices throughout Arizona, Texas,
Alabama and North Carolina.

The company also remains committed to expanding its network of hub
offices in strategic markets throughout the Sun Belt.
    
"Crdentia is now a solid company operating in attractive markets
and poised to achieve significant growth," John Kaiser, Crdentia
chief executive officer, commented.  "In only 12 weeks since
joining Crdentia as CEO, I am pleased to report several important
accomplishments.  These include significantly reducing expenses,
stabilizing operations, motivating our strong base of employees,
implementing new management reporting systems, improving our
recruiting initiatives and initiating organic growth initiatives."

"I believe that these financial and operational improvements
will be reflected in our results during the second half of 2007,
which will build a very strong foundation for success in 2008.  We
look forward to beginning to generate positive adjusted EBITDA.
Going forward, we are steadfast in our focus to achieve this goal
through ongoing improvements in recruitment and order fulfillment,
organic revenue growth, carefully managing operating expenses, and
seeking strategic acquisitions that can bolster our strength in
the Sun Belt markets.  We believe that we are making great
progress toward these goals."
    
                       About Crdentia Corp.
    
Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT)
-- http://www.crdentia.com/-- provides healthcare staffing   
services in the United States.

                        Going Concern Doubt

KBA Group LLP, in Dallas, Texas, raised substantial doubt about
Crdentia Corp.'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 incurred net losses totaling $16,072,929 and $6,268,503
for the years ended Dec. 31, 2006, and 2005.  Additionally, at
Dec. 31, 2006, the company's current liabilities exceed their
current assets by $8,068,545.


DANA CORPORATION: Closes Sale of Fluid Products Business to Orhan
-----------------------------------------------------------------
Dana Corporation  has closed the previously announced sale of its
European fluid products hose and tubing operations to Orhan
Holding, A.S., receiving cash proceeds of $66.9 million, and
expects to receive $18.1 million of cash proceeds upon closing the
sale of the remainder of the hose and tubing business - in North
America - to Orhan later in the third quarter.

Dana expects to record an after-tax gain of approximately
$34 million in the third quarter of 2007 in connection with the
completion of the entire divestiture.

The assets sold to Orhan thus far include:

     * A facility in Birmingham, United Kingdom;

     * Stock in three companies in Vitry, France; Dolny Kubin,
       Slovakia; and Barcelona, Spain;

     * Interests in three joint ventures with Orhan, including one
       operation in France and two in Turkey; and

     * Intellectual property relating to the global hose and
       tubing business.

The remaining fluid products hose and tubing assets are located in
Archbold, Ohio; Paris, Tenn.; Rochester Hills, Mich., U.S.A.; and
San Luis Potosi, Mexico.

The global fluid products hose and tubing business reported
aggregate revenues of $266 million in 2006 and employs
approximately 1,750 people.  Its operations manufacture fuel
lines; power-assisted steering products; heating, ventilation, and
air conditioning under-body products; engine and transmission
cooling lines; exhaust gas recirculation tubes; and airbag fill
tubes.

Dana Chairman and CEO Mike Burns said, "The divestiture of our
fluid products hose and tubing business is an important step in
implementing Dana's reorganization initiatives and sharpening our
focus on our core axle, driveshaft, structural, sealing, and
thermal products businesses for the automotive, commercial
vehicle, and off-highway markets."

                        About Dana Corp.

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

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

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

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

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


DURA AUTOMOTIVE: To Sell Atwood Mobile Division for $160 Million
----------------------------------------------------------------
DURA Automotive Systems Inc. entered into an asset purchase
agreement with Atwood Acquisition Co., LLC for the sale of DURA's
Atwood Mobile Products division, headquartered in Elkhart,
Indiana.

The agreement provides for the acquisition of Atwood Mobile
Products for an aggregate cash consideration of $160.2 million.  
Closing of the transaction is subject to the approval of the
United States Bankruptcy Court for the District of Delaware, which
has jurisdiction over DURA's Chapter 11 reorganization
proceedings; government regulatory approvals; and customary
closing conditions.  Dura was advised by Miller Buckfire and
Kirkland & Ellis in connection with the transaction.

As a standard element of the bankruptcy process, DURA has filed a
motion with the Bankruptcy Court seeking approval of procedures
that will provide an opportunity for competitive bids on Atwood
Mobile Products before the sale is approved by the Court.  DURA
expects to complete the bidding process and to secure the
regulatory approvals in time to close the sale by the end of
August.

"Atwood is a strong, profitable and growing business, and we are
extremely satisfied with the interest we have received in the
business," said Larry Denton, DURA's chairman and chief executive
officer.  "This agreement is a major milestone in our
restructuring efforts as it enables the company to position itself
to exit Chapter 11 and finish implementing financial and
operational strategies to improve our core automotive parts
business."

                     About Atwood Acquisition

Atwood Acquisition Co., LLC offers a broad range of products to
the recreation vehicle (RV), specialty vehicle and manufactured
housing markets.  The division's products encompass windows and
doors, specialty glass, hardware appliances and electronics.  
Founded in 1909, Atwood was acquired by automotive supplier Excel
Industries, which was then acquired by DURA in 1999.

                      About Miller Buckfire

Miller Buckfire in New York - http://www.millerbuckfire.com/-- is  
an independent investment bank providing strategic and financial
advisory services focusing on complex restructuring transactions,
mergers and acquisitions, and equity and debt financing.

                       About Atwood Mobile

Atwood Mobile Products Inc. designs and manufactures window,
glass, aluminum, appliance and electronic products for recreation
vehicles (RVs), specialty vehicles, manufactured housing and
associated niche markets.  Atwood's core products include windows,
doors, specialty glass products, water heaters, furnaces, ranges,
electronic control systems, converters and seating systems
designed to meet specific customer demands.  Atwood provides its
products to customers including Thor Industries, Fleetwood, Jayco,
Gulfstream, Winnebago, Freightliner and Leer.  Atwood also
supplies to the RV, specialty vehicle and manufactured housing
industries, and markets under its Atwood, Creation, Kemberly,
Wedgewood, Spec-Temp, Duraleg and Levelegs brands.  Atwood has
about 1,900 employees.

                      About DURA Automotive

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Delaware Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.

The Debtors' exclusive plan-filing period expires on Sept. 30,
2007.


EQUIVEST: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Equivest St. Thomas, Inc.
        8427 South Park Circle
        Orlando, FL 32819

Bankruptcy Case No.: 07-30011

Type of business: The Debtor is a real estate developer.  See
                  http://www.fairfieldstthomas.com

Chapter 11 Petition Date: July 2, 2007

Court: District Court of the Virgin Islands

Debtor's Counsel: Gregory H. Hodges, Esq.
                  Dudley, Topper & Feuerzeig, L.L.P.
                  P.O. BOX 756
                  St. Thomas, VI 00804-0756
                  Tel: (340) 774-4405
                  Fax: (340) 715-4400

Total Assets: $12,193,630

Total Debts:  $13,808,691

Debtor's 19 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Wyndham Vacation            loans payable          $12,723,975
Ownership, Inc.
8247 South Park Circle,
Suite 500
Orlando, FL 32819

Caribbean Pools             pool supply                $46,000
6501 Red Hook Plaza
St. Thomas, VI 00803

St. Hilaire Stanley         electrician                 $5,000
P.O. Box 10193
St. Thomas, VI 00801

Charles Govia               plumbing supplies           $4,290

Boschulte Landscaping       landscaping                 $2,800

Virgin Beverages, Inc.      drinking water              $2,500

Carts Unlimited, Inc.       vehicle                     $1,500
                            maintenance

M.M. Electric, Inc.         services                      $135

Angela Rosenberg            litigation claims          unknown

Assa Abloy Hospitality,     key cards & locks          unknown
Inc.

A&R Transportation          delivery/customs           unknown
Corp.                       clearance

A.A. Supplies of St.        housekeeping & guest       unknown
Thomas                      supplies

Ace Laundry & Equipment     repair service             unknown
Repair Service

Acxiom Information          background check           unknown
Security Services

Adamus Angelica             secretarial                unknown
                            contractor

Allergy & Asthma Care       medical doctor             unknown

Allied Rental Center Corp.  rental of heavy/           unknown
                            electrical
                            equipment

American Hotel Register     room supplies              unknown
                            (toasters, etc.)

Andrew J. Williamson,       veterinarian               unknown
D.V.M.


ESS TECHNOLOGY: Committee Mulls Liquidation After Review
--------------------------------------------------------
ESS Technology Inc.'s board-appointed committee is considering a
possible liquidation of the company that could bring around
$6 million to $12 million in associated costs, East Bay Business
Times reports.

The company, according to the report, has more than $50 million in
debts.

The report discloses that the company had appointed two directors
in Aril 2007 to look into possible strategic alternatives.  The
company's semiconductor business has been acing troubles owe to
foreign competition.

The company had previously sold its high-definition DVD technology
or $13.5 million ad cut jobs to 168 from 500 in 2006.
With its fabless semiconductor business suffering from foreign
competition, the company in April appointed two independent
directors to look into strategic alternatives.

                      CFO Resignation

On June 18, 2007, the company disclosed in a press statement that
James B. Boyd, senior vice president of finance & administration
and chief financial officer, will resign as chief financial
officer on or about Aug. 14, 2007

The company said that Mr. Boyd has taken a full time position with
another company to act as its chief financial officer starting
June 20.  Mr. Boyd however, will remain as interim chief financial
officer until the filings for the June quarter have been made.

Robert Blair, ESS's president and chief executive officer, said
that a search for a successor is underway, and the company expects
to appoint a successor by August 14.

"Jim has served ESS since 2000, a period in which ESS has gone
through major transformations and I'd like to thank Jim for his
many contributions over the years and wish him well in his new
position," said Mr. Blair.

Headquartered in Fremont, California, ESS Technology Inc. (NASDAQ:
ESST) -- http://www.esstech.com/-- has R&D, sales, and technical  
support offices worldwide.


FORMICA CORP: Completes $700 Mil. Asset Sale to Fletcher Building
-----------------------------------------------------------------
Fletcher Building Limited completed the acquisition of Formica
Corporation on July 2, 2007, according to a regulatory filing with
the New Zealand Stock Exchange.

As reported by the Troubled Company Reporter on May 24, 2007,
Fletcher acquired Formica for $700 million plus deferred payments
of up to $50 million from private equity investors Cerberus
Capital Management, L.P. and Oaktree Capital Management, LLC.

The acquisition price reportedly was 7.2 times the enterprise
value to Earnings Before Interest, Tax, Depreciation and
Amortization in 2008.  On a normalized basis before synergies,
Fletcher estimates Formica's EBITDA for the year to June 2008 to
be around $94 million.

Fletcher Building and Formica believes the acquisition
represents growth opportunities for both firms.

"Our goal has been to establish an ownership structure that will
allow us to build upon our success and continue to invest in and
grow the business, and our people," Frank Riddick, President and
Chief Executive Officer of Formica, said.  "Mr. Riddick believes
the combination of the two companies' Laminex businesses will
create the largest global manufacturer of decorative surfaces and
high-pressure laminates in the world."

Formica does not expect the new ownership to have a significant
impact on day-to-day operations, the acquired company said in a
media release.  In the near term, Formica will be structured as a
business unit within the Fletcher Building Laminates & Panels
division.  Frank Riddick will remain as President and Chief
Executive Officer of Formica and the management team will remain
with the company.

The sellers will retain Formica's South America operations and
certain real estate in California.

                     About Fletcher Building

Headquartered in Penrose, New Zealand, Fletcher Building Limited -
- http://www.fletcherbuilding.com/-- is the holding company of  
the Fletcher Building group.  The operating segments of the
company include the Building Products division; the Infrastructure
division, and the Laminates & Panels division.  The Building
Products division comprises six business streams, including
insulation, metal roof tiles, roll-forming and coatings, long
steel, plasterboard and a single businesses stream comprising four
business units.  The Infrastructure division is an integrated
manufacturer of cement, aggregates, ready mix concrete and
concrete products. It is also a general contractor and residential
house builder in New Zealand and the South Pacific. The Laminates
& Panels division manufactures and sells high pressure and low-
pressure decorative surface laminates, raw medium density
fiberboard, particle board and kitchen components.  It distributes
other products, such as hardware and timber in some regions.

                          About Formica

Cincinnati, Ohio-based Formica Corp. -- http://www.formica.com/  
-- designs, manufactures and distributes a full range of
surfacing products for commercial and residential applications,
including Formica(R) Brand Laminate, Formica(R) Solid Surfacing,
Formica Granite(R), Formica(R) Stone Natural Quartz Surfacing,
Formica(R) Veneer Premium Wood Surfacing and Formica(R)
DecoMetal.  The company has offices in Mexico, Spain, Sweden,
United Kingdom, Finland, France, Italy, Russia, China, Hong
Kong, Singapore, Taiwan, and Thailand.

                        *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Moody's Investors Service placed Formica Corporation on review for
possible downgrade.  These ratings have been placed on review:
Corporate family rating, rated B2; Probability of default rating,
rated B2; $210 million gtd. sr. sec. term loan, rated B1; and
$60 million gtd. sr. sec. revolving credit facility, rated B1.


GAUTIER CONSTRUCTION: Case Summary & Two Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Gautier Construction & Development, Inc.
        1961 Luke Edwards Road
        Carrollton, GA 30119

Bankruptcy Case No.: 07-11541

Chapter 11 Petition Date: June 29, 2007

Court: Northern District of Georgia (Newnan)

Judge: Homer Drake

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, Northeast
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Gulf Coast Bank & Trust                               $649,000
Co.
c/o J. Daniel Barlar,
Jr., Esq.
Conrad & Barlar
P.O. Box 3045
Mobile, AL 36652

Susan Humphrey                                        $500,000
1961 Luke Edwards
Road
Carrollton, GA 30119


HEXION SPECIALTY: To Acquire Huntsman for $10.4 Billion
-------------------------------------------------------
Hexion Specialty Chemicals Inc. made a definitive proposal to the
transaction committee of the board of directors of Huntsman
Corporation to acquire Huntsman for $10.4 billion, including
refinanced debt, or $27.25 per share, in cash.

The offer represents a premium of about 8% over Basell's
previously announced agreement to acquire Huntsman for $25.25 per
share and includes an 8% per annum increase, net of Huntsman
dividends, in the event that the transaction requires more than
nine months to complete.

Hexion's proposal is subject to a customary merger agreement,
which has been submitted to Huntsman's transaction committee
together with Hexion's offer.  The transaction would be subject to
regulatory approvals and the affirmative vote of Huntsman
shareholders.  The proposal is fully financed pursuant to
commitments from Credit Suisse and Deutsche Bank.

Hexion's proposal is currently under review by the Huntsman
Transaction Committee.

                      About Huntsman Corp.

Huntsman Corporation (NYSE: HUN) -- http://www.huntsman.com-  
Huntsman Corporation engages in the manufacture and marketing of
differentiated, inorganic, and commodity chemical products.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexion.com/-- serves the global wood and industrial  
markets through a broad range of thermoset technologies, specialty
products and technical support for customers in a diverse range of
applications and industries.  Hexion Specialty Chemicals is owned
by an affiliate of Apollo Management, L.P.  The company has
locations in China, Australia, Netherlands, and Brazil. It is an
Apollo Management L.P. portfolio company.  Hexion had 2006 sales
of $5.2 billion and employs more than 7,000 associates.


HEXION SPECIALTY: Huntsman Buy Prompts Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Hexion Specialty
Chemicals, Inc. under review for possible downgrade following the
company's announcement that it has made a definitive offer to
acquire Huntsman Corporation for $10.4 billion (or $27.25 per
share plus net debt).  

The Hexion Proposal is subject to termination of Huntsman's
previously announced merger agreement with Basell AF.  Huntsman
stated that its Board and the Transaction Committee concluded that
the Hexion offer "could reasonably be expected to lead to a
superior proposal".  Hexion stated that it committed financing for
the transaction but did not disclose the specifics of its
financing package.  Huntsman's ratings were placed under review
for possible downgrade on June 26, 2007.  Hexion's speculative
grade liquidity rating was affirmed at SGL-2, but could change
depending on the outcome of this transaction and the company's
financing strategy.

Ratings On Review for Possible Downgrade:

Issuer: Hexion Specialty Chemicals Inc.

-- Corporate Family Rating, currently B2
-- Probability of Default Rating, currently B2
-- Senior Secured Bank Credit Facility, currently Ba3, LGD2
-- Senior Secured Regular Bond/Debenture, currently B3, LGD5
-- Senior Unsecured Regular Bond/Debenture, currently Caa1, LGD6
-- Senior Unsecured Revenue Bonds, currently B3, LGD5

Ratings Affirmed:

Issuer: Hexion Specialty Chemicals Inc.

-- Speculative Grade Liquidity Rating, SGL-2

Moody's review is contingent on Hexion's ability to negotiate a
definitive contract for the purchase of Huntsman Corporation and
would seek to determine
the specifics of the proposed financing for the transaction,

   i. potential synergies form a combination of these unrelated
      businesses, and

  ii. the financial and operational strategies for the combined
      company.

Moody's noted that Hexion's offer would be a merger and may not
trigger the change of control language in the rated unsecured and
subordinated notes of Huntsman International LLC, the merged
company could potentially assume Huntsman outstanding debt.

Hexion Specialty Chemicals, Inc., headquartered in Columbus, Ohio
is a leading producer of commodities such as formaldehyde,
bisphenol A and epichlorhydrin, as well as formaldehyde-based
thermoset resins, epoxy resins, and versatic acid and its
derivatives.  The company is also a supplier of specialty resins
for inks and specialty coatings sold to a very diverse customer
base.  The company reported sales of $5.


HILTON HOTELS: Blackstone Deal Cues Fitch's to Downgrade Rating
---------------------------------------------------------------
Fitch Ratings has downgraded the issuer default rating of Hilton
Hotels Corp. to 'B' from 'BB+' following the announcement that it
agreed to be acquired by The Blackstone Group.  Issue ratings on
Hilton's senior credit facility and senior notes are unaffected
pending the finalization of a financing structure for the
transaction.  In addition, all of Hilton's ratings have been
placed on Rating Watch Negative.

These ratings have been affected:

    -- Issuer Default Rating downgraded to 'B' from 'BB+'; Rating
       Watch Negative;

    -- Senior credit facility 'BB+'; Rating Watch Negative;

    -- Senior notes 'BB+'; Rating Watch Negative.

The ratings apply to approximately $5 billion of outstanding debt.

On July 3, 2007, Hilton announced that it agreed to be acquired by
affiliates of The Blackstone Group for $47.50 per share, or more
than a 40% premium over Monday's closing stock price.  The
$26 billion all-cash transaction is expected to close during the
fourth quarter 2007.  Hilton's Board of Directors approved the
transaction and a shareholder vote will be scheduled at a later
date.  Financing commitments have been provided by Bear Stearns,
Bank of America, Deutsche Bank, Morgan Stanley and Goldman Sachs.

The terms of the transaction and the prospective capital structure
have yet to be finalized, but Fitch believes that the transaction
is likely to result in a substantial increase in leverage more
consistent with ratings in the 'B' category.  If instructed by
Blackstone, the merger agreement calls for Hilton to pursue debt
tender offers and/or consent solicitations with respect to some or
all of the senior notes issued under both the April 1997 and April
2003 bond indentures.  Fitch expects the existing Hilton senior
credit facility to be refinanced.  Until financing details are
provided, existing Hilton issue ratings are unaffected.  However,
the Rating Watch Negative reflects the potential for a downgrade
to 'B' or below once tender offer and capital structure plans have
been finalized.

The company's bond indentures do not contain material financial
covenants or change of control provisions of the type that are
included in the credit facility.  The bonds were secured by a
pledge of the capital stock of certain wholly owned subsidiaries,
but were released from that pledge after the first quarter of
2007.


HILTON HOTELS: Blackstone Merger Cues S&P to Lower Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hilton Hotels Corp to 'BB-' from 'BB+'.  In addition,
all existing ratings on the company were placed on CreditWatch
with negative implications.
     
The corporate credit rating downgrade and CreditWatch listings
follow Hilton's announcement that it entered into an agreement and
plan of merger with affiliates of Blackstone Real Estate Partners
VI L.P. and Blackstone Capital Partners V L.P., each an affiliate
of the Blackstone Group.  Hilton's board of directors has approved
the merger agreement. Blackstone will pay Hilton's shareholders
$47.50 in cash for each share of Hilton's common stock--a 40%
premium over the pre-announcement stock price, valuing the company
at about $26 billion, including the assumption of Hilton's debt.
     
Blackstone has provided Hilton with equity and debt financing
commitments in the amount of $26.5 billion.  In addition, the
company, if so instructed by Blackstone, has agreed to use its
commercially reasonable efforts to commence tender offers and/or
consent solicitations with respect to some or all series of notes
issued under the indenture dated as of April 15, 1997 and the
indenture dated as of April 22, 2003.
      
"The new corporate credit rating of 'BB-' reflects our expectation
that a transaction will be completed, and represents the highest
outcome that we deem appropriate given our review of the
preliminary information that is available regarding the Blackstone
deal," said Standard & Poor's credit analyst Emile Courtney.  "The
CreditWatch listing for the corporate credit rating suggests that
there remains a high probability that this rating could still go
lower.  We will resolve the CreditWatch listing once we have had
an opportunity to fully evaluate the transaction, including
details of the proposed debt and equity financings and the new
owner's strategies with respect to managing Hilton, such as how,
if at all, Hilton's assets can be integrated with Blackstone's
existing lodging portfolio."
     
S&P have not lowered our rating on Hilton's senior unsecured notes
because they believe that there is a reasonable likelihood that
holders will be fully repaid through tender offers and/or consent
solicitations.  Still, the CreditWatch listing for these issues
reflects that the rating could be lowered if it becomes probable
that the notes will remain in Hilton's future capital structure.


HOME FRAGRANCE: Judge Brown Dismisses Chapter 11 Case
-----------------------------------------------------
The Honorable Karen K. Brown of the United States Bankruptcy
Court for the Southern District of Texas dismissed Home Fragrance
Holdings Inc.'s Chapter 11 cases.

The Debtor informed the Court that it has disposed all of its
tangible personal property, through court-approved direct sales
or public auction and has ceased operations.

Thomas H. Grace, Esq., at Locke Liddell & Sapp, LLP, said that
Bank of America has foreclosed on the Debtor's unpaid accounts
receivable.  BoA has also foreclosed on the Debtor's real property
on March 6, 2007, and purchased that property through credit bid.  

The liquidation of substantially all of the Debtor's assets, Mr.
Grace added, did not yield sufficient funds to pay BoA's claim
in full and a substantial deficiency remains.

Mr. Grace said that the Debtor has consulted with the Official
Committee of Unsecured Creditors and its was agreed that dismissal
is the most appropriate course of action for this case because
there would not any distribution to creditors if the case were to
continue under either Chapter 11 or 7.

Headquartered in Houston, Texas, Home Fragrance Holdings Inc.
-- http://www.hfh.cc/-- designs, manufactures and sells candles.   
The Company filed for chapter 11 protection on Oct. 23, 2006
(Bankr. S.D. Tex. Case No. 06-35661).  Elizabeth Carol Freeman,
Esq., and Thomas H. Grace, Esq., at Locke Liddell, et al.
represent the Debtor in its restructuring efforts.  Thomas S.
Henderson, III, Esq., in Houston, Texas, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $1 million and $100 million.


HUNTSMAN CORP: Hexion's Merger Proposal Tops Basell's Offer
-----------------------------------------------------------
Huntsman Corporation received from Hexion Specialty Chemicals,
Inc., an entity owned by an affiliate of Apollo Management, L.P.,  
a proposal to acquire all of the outstanding common stock of
Huntsman for $27.25 per share in cash.

The Hexion Proposal is subject to termination of Huntsman's  
previously reported merger agreement with Basell AF and the
execution of a definitive merger agreement with Hexion.   The
Hexion Proposal's terms include that Hexion will have up to 12
months, subject to a 90 day extension in the judgment of the
Huntsman Board of Directors under certain circumstances, to close
the transaction and that the cash price per share to be paid by
Hexion will increase at the rate of 8% per annum (inclusive of any
dividends paid) beginning nine months after a definitive merger
agreement is executed.  The required financing for the Hexion
Proposal is fully committed.  Furthermore, the proposal does not
include a financing condition.

The Hexion Proposal also includes a $325 million reverse break-up
fee payable by Hexion to the Company in the event the transaction
does not close due to the failure to obtain regulatory clearance
or requisite financing.  The Hexion Proposal provides for a
$225 million termination fee payable by Huntsman in the event of
certain terminations by Huntsman in connection with the exercise
by the Board of Directors or the Transaction Committee thereof of
its fiduciary duties.

As reported in the Troubled Company Reporter on June 26, 2007,
Huntsman entered into the Basell Agreement, pursuant to which
Basell agreed to acquire all of the outstanding common stock of
Huntsman for $25.25 per share in cash.  The Basell Agreement may
be terminated under certain circumstances, including if the
Company receives a superior proposal and provides advance notice
to Basell.  If the Basell Agreement is terminated under these
circumstances, Basell will be entitled to a $200 million payment.   
Hexion has agreed to directly fund $100 million of this payment,
subject to reimbursement by Huntsman if the transaction with
Hexion were not consummated in certain circumstances.

The Huntsman Board of Directors, with the unanimous agreement of
its Transaction Committee comprised solely of independent
directors, has concluded that the Hexion Proposal could reasonably
be expected to lead to a superior proposal, as defined in the
Basell Agreement.  The Transaction Committee is continuing to
evaluate the terms of the Hexion Proposal and the company and its
advisors are engaged in discussions with Hexion regarding their
proposal.  The Transaction Committee, in determining whether or
not to pursue the Hexion Proposal, will take into account the
views of the principal shareholders of the company.  These
principal shareholders are currently required to support the
Basell Agreement under existing voting agreements with Basell,
unless the Board of Directors or the Transaction Committee elects
to terminate the Basell Agreement in favor of a superior proposal.  
Pending the culmination of these discussions with Hexion and the
principal shareholders, neither Huntsman's Board of Directors nor
the Transaction Committee has changed its recommendation regarding
the proposed merger with Basell.  Huntsman cannot give any
assurance that the Hexion Proposal will result in a definitive
agreement or a consummated transaction.

                        About Huntsman

Huntsman Corp. -- http://www.huntsman.com/-- manufactures and
markets differentiated and commodity chemicals.  Its operating
companies manufacture products for a variety of global industries
including chemicals, plastics, automotive, aviation, textiles,
footwear, paints and coatings, construction, technology,
agriculture, health care,  detergent, personal care, furniture,
appliances and packaging.

                       *     *     *

As reported in the Troubled Company Reporter on June 28, 2007,
Moody's Investors Service placed the debt ratings and the
corporate family ratings (CFR -- Ba3) for Huntsman Corporation and
Huntsman International LLC, a subsidiary of Huntsman under review
for possible downgrade.


IMAX CORP: Gets Default Notice from 9.625% Senior Notes Holder
--------------------------------------------------------------
IMAX Corporation was issued on July 2, 2007, a notice of default
by Cede & Co., the nominee of the Depository Trust Company, on
behalf of Catalyst Fund Limited Partnership II, a significant
holder of 9.625% senior notes due Dec. 1, 2010, issued by IMAX.

Cede stated in the notice that DTC is informed by Mellon Trust of
New England, N.A., its participant, that $62,237,000 principal
amount of the notes are beneficially owned by Catalyst Fund.  The
notice further added that Catalyst Fund's ownership of the notes
represents more than 25% of the outstanding notes under the
indenture.

The notice states that defaults have occurred and continue to
occur under Sections 1019 and 1021 of the indenture governing the
senior notes, in that IMAX has failed to comply with financial
reporting requirements and failed to deliver timely and accurate
officer certificates.

IMAX has failed to file its quarterly report for the first quarter
of 2007.  IMAX also has failed to file its annual report for the
period ended Dec. 31, 2006.

The defaults under Section 1019 were the subject of a prior
consent solicitation by IMAX, which IMAX claimed resulted in a
waiver of its defaults and an extension of its time to file its
required financial reports.

Catalyst disputes that the consent solicitation was valid or
effective.  The defaults under Section 1021, which were not the
subject of the prior consent solicitation, require unanimous
consent, which IMAX has not requested or obtained.

Cede demanded through the notice, on behalf of the beneficial
owner, that all the defaults be remedied.

This is the third notice of default sent to IMAX in the last two
months.  Separate notices with respect to these defaults were sent
to IMAX on May 3, 2007, and June 4, 2007.  The July 2, 2007 notice
was sent on the first day following the expiration of IMAX's
claimed, though disputed, extension of time to file its financial
statements under Section 1019.

                      About IMAX Corporation

Headquartered jointly in New York City and Toronto, Canada, IMAX
Corporation -- http://www.imax.com/-- (NASDAQ:IMAX) is one of
the world's leading entertainment technology companies, with
particular emphasis on film and digital imaging technologies
including 3D, post-production and digital projection.  IMAX is a
fully-integrated, out-of-home entertainment enterprise with
activities ranging from the design, leasing, marketing,
maintenance, and operation of IMAX(R) theatre systems to film
development, production, post-production and distribution of
large-format films.  IMAX also designs and manufactures cameras,
projectors and consistently commits significant funding to
ongoing research and development.  IMAX has locations in
Guatemala, India, Italy, among others.


IMAX CORP: Default Notice Prompts S&P to Junk Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on IMAX Corp. to 'CCC+' from
'B-'.  The ratings remain on CreditWatch, with implications
revised to developing from negative, to indicate possible upward
or downward movement of the ratings.  The ratings were originally
placed on CreditWatch with negative implications on April 2, 2007.
     
The rating and CreditWatch actions follow the issuance of a notice
of defaults with respect to IMAX's $160 million 9.625% convertible
senior notes due 2010.  The notice relates to the company's
failure to file its SEC Form 10-K for 2006 and Form 10-Q for the
first quarter of 2007.  IMAX now has a 30-day cure period (through
July 31, 2007) to make the filing.  If IMAX is unable to file
during that time frame or obtain a waiver, maturity on the notes
may be accelerated.  In a press release issued by IMAX on June 29,
2007, the company indicated that it expects shortly to be able to
file its 2006 Annual Report on Form 10-K and quarterly report on
Form 10-Q for the quarter ended March 31, 2007.
     
"Standard & Poor's believes that these financial risks have the
potential to lead to an eventual payment default," said Standard &
Poor's credit analyst Tulip Lim.  "However, we will raise the
ratings if IMAX is able to resolve this situation either through a
timely filing or a receipt of waivers by noteholders."


INSIGHT HEALTH: U.S. Trustee Objects to Second Amended Plan
-----------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, objected
to InSight Health Services Holdings Corp. and its debtor-
affiliate, InSight Health Services Corp.'s second amended
prepackaged plan of reorganization.

                      Treatment of Claims

As reported in the Troubled Company Reporter on June 13, 2007,
under the Second Amended Plan, each holder of FRN Claims will be
reinstated on the effective date.  FRN refers to the senior
secured floating rates notes due 2001 of the Debtors.

The SSN Indenture Trustee will distribute to each holder of SSN
Claim a pro rata share of 90% of the aggregate new common stock.  
The SSN refers to the Debtors' 9.875% senior subordinated notes
dues 2001.

Ms. Stapleton contends that the Plan is "unconfirmable" because it
does not comply with all applicable provisions of the U.S.
Bankruptcy Code as the Second Amended Plan was not properly
solicited.

Ms. Stapleton relates that after the Debtors filed for bankruptcy,
an Official Committee of Unsecured Creditors was not appointed due
to insufficient creditor interest.

The Debtors sought confirmation of the Second Amended Plan despite
the fact that the Debtors have not solicited acceptances of the
Second Amended Plan postpetition, alleging that acceptances of the
plan were properly solicited prepetition.

Upon information and belief, the Debtors further alleged that re-
solicitation is unnecessary, because the alterations to the
treatment of the SSN claims under the Second Amended Plan are non-
material, and the FRN noteholders remain unimpaired under the
Second Amended Plan.

Ms. Stapleton argues that the alterations to the Second Amended
Plan materially and adversely modify the treatment of the claims
of the SSN holders.

Pursuant to Rule 3019 of the Bankruptcy Code, the Court must hold    
a hearing to determine whether the plan adversely changes the
treatment of a creditor or security holder.  Rule 3019 places the
burden on the Court to ensure that the proposed modification does
not adversely change the treatment of a claim of any creditor or
the interest of any equity holder who has not accepted in writing
the modification.

If the modification adversely affects a creditor in more than a
purely ministerial manner, such creditor should have the
opportunity to reconsider and change its vote.

                    About InSight Health

Based in Lake Forest, California, InSight Health Services Holdings
Corp. -- http://www.insighthealth.com/-- is a nationwide provider    
of diagnostic imaging services.  It serves managed care entities,
hospitals and other contractual customers in over 30 states,
including the following targeted regional markets: California,
Arizona, New England, the Carolinas, Florida and the Mid-Atlantic
states.  InSight's network consisted of 109 fixed-site centers
and 108 mobile facilities as of Dec. 31, 2006.  The company and
its affiliate, InSight Health Services Corp., filed for Chapter 11
protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and
07-10701).  Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, represent
the Debtors.  In schedules filed with the Court, Insight Health
Services Holdings disclosed total assets of $87,102,870 and total
debts of $525,448,053.  Its debtor-affiliate, Insight Health
Services Corp., disclosed total assets of $505,285,296 and total
debts of $525,500,934.


INSIGHT HEALTH: Court Approves Kay Scholer as Bankruptcy Counsel
----------------------------------------------------------------
InSight Health Services Holdings Corp. and its debtor-affiliate,
InSight Health Services Corp., obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Kay
Scholer LLP as their bankruptcy counsel.

Kay Scholer is expected to:

   a. advise the Debtors with respect to their rights, powers and
      duties as debtors and debtors-in-possession in the
      continued management and operation of their business and
      properties;

   b. attend meetings and negotiate with representative of
      creditors and other parties-in-interest;

   c. advise and consult the Debtors regarding the conduct of the
      case, including all of the legal and administrative
      requirements of operating in chapter 11;

   d. advice the Debtors on matters relating to the evaluation of
      the assumption, rejection or assignment of unexpired leases
      and executory contracts;

   e. provide advice to the Debtors with respect to legal issues
      arising in or relating to the Debtors' ordinary course of
      business, including attendance at senior management
      meetings, meetings with the Debtors' financial advisors,
      meetings of the board of directors and committees thereof,
      executive compensation, tax, banking, insurance,
      securities, corporate, business operation, contracts, joint
      ventures, real property, press/public affairs, litigation
      and regulatory matters, and advising the Debtors with
      respect the Debtors with respect to continuing disclosure
      and reporting obligations, if any, under securities laws;

   f. take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      those estates, negotiations concerning all litigation in
      which the Debtors may be involved and objections to claims
      against the estates;

   g. negotiate and prepare the Debtors' plan/s of
      reorganization, disclosure statement/s and all related
      agreements and/or documents and take any necessary action
      on behalf of the Debtors to obtain confirmation of such
      plan/s;

   h. prepare on the Debtors' behalf all petitions, motions,
      applications, answers, orders, reports, and papers
      necessary to the administration of the estates;

   i. attend meetings with third parties and participate in
      negotiations with respect to the matters previously
      mentioned;

   j. appear before the Court, any appellate courts, and the
      Office of the U.S. Trustee, and protect the interest of the
      Debtors' estates before these courts and the Office of the
      U.S. Trustee; and

   k. perform all other necessary legal services and provide all
      other necessary advice to the Debtors in connection with
      the Debtors' chapter 11 cases and bring the Debtors'
      bankruptcy proceedings to a conclusion.

Michael B. Solow, Esq., a member at Kaye Scholer, told the Court
that the professionals at the firm bill:

         Professional              Hourly Rate
         ------------              -----------
         Partners                  $570 - $830
         Counsel                   $525 - $625
         Associates                $255 - $595
         Legal Assistants          $130 - $255

Mr. Solow assured the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Solow can be reached at:

            Michael B. Solow, Esq.
            Kay Scholer LLP
            3 First National Plaza
            70 West Madison Street, Suite 4100
            Chicago, IL 60602-4231
            Tel: (312) 583-2300
            Fax: (312) 583-2360

                   About InSight Health

Based in Lake Forest, California, InSight Health Services Holdings
Corp. -- http://www.insighthealth.com/-- is a nationwide provider    
of diagnostic imaging services.  It serves managed care entities,
hospitals and other contractual customers in over 30 states,
including the following targeted regional markets: California,
Arizona, New England, the Carolinas, Florida and the Mid-Atlantic
states.  InSight's network consisted of 109 fixed-site centers
and 108 mobile facilities as of Dec. 31, 2006.  The company and
its affiliate, InSight Health Services Corp., filed for Chapter 11
protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and
07-10701).  Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, represent
the Debtors.  In schedules filed with the Court, Insight Health
Services Holdings disclosed total assets of $87,102,870 and total
debts of $525,448,053.  Its debtor-affiliate, Insight Health
Services Corp., disclosed total assets of $505,285,296 and total
debts of $525,500,934.


INTEGRATED HEALTHCARE: Court to Decide on Board Impasse Next Week
-----------------------------------------------------------------
The Hon. Gregory H. Lewis of Orange County Superior Court said
Monday that he will issue a ruling on whether Integrated
Healthcare Holdings Inc. should call a special shareholders
meeting to break a standstill on its board of directors, The
Orange County Register reports.

According to the report, the company has been unable to refinance
its debt citing that its six-member board is evenly split.

A group of doctors holdings a majority stake had requested for a
special meeting to be conducted in order to elect a seventh
directors that would break the tie.  The company's president,
Larry Anderson, however has refused to call a meeting for fear
that it could put the company into default of its loan agreements,
the report adds.

The report discloses, citing Stephan Cohn, Esq., at Berger Kahn,
counsel for the shareholders, that the company pays $22 million in
interest per year, as well as a mortgage loan at 15% and accounts-
receivable financing at 37%.

David Robinson, Esq., counsel for the company, however contended
that shareholders must produce a firm offer other than Medical
Cpital Corp. to refinance the company's debts, the report further
relates.  Mr. Robinson also warned that the company could go into
bankruptcy if there are no other lenders.

Medical Capital, according to the Orange County Register, had
offered to reduce interest rates and lower payments to $5 million
per year.  The deal however wasn't completed due to the impasse.

Medical Capital had agreed to forbear for 90 days on declaring the
company in default.  In a filing with the U.S. Securities and
Exchange Commission, the company discloses that the forbearance
period began on June 18, 2007.

According to Mr. Cohn, Medical Capital has agreed to refinance the
company's debts should there be no new lender by the time the
forbearance period expires.

Integrated Healthcare Holdings Inc. owns and operates four
hospitals in Orange County, California, with a total of 770 beds,
2787 employees, and 1725 active physicians.  The company's four
hospitals operate approximately 12% of the beds in Orange County
and include Western Medical Center Santa Ana, Western Medical
Center Anaheim, Coastal Communities Hospital and Chapman Medical
Center.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $127,155,023 and total debts of $173,115,565, resulting in a
stockholders' deficit of $45,960,542.


INTEGRATED HEALTHCARE: Delays Filing of Annual Report on Form 10-K
------------------------------------------------------------------
Integrated Healthcare Holdings Inc. disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that it
will be unable to file its Annual Report on Form 10-K for the
fiscal year ended March 31, 2007, within the prescribed time
period.

The company says that it needs to complete the procedures required
for its independent accounting firm.  The additional procedures,
according to the company, were required due to the delay in
completing the refinancing of approximately $83 million in
indebtedness with its principal lender, which indebtedness matured
on March 8, 2007.

                    Preliminary Results

Net operating revenues less provision for doubtful accounts
increased approximately 28.2% to approximately $315.6 million
during the fiscal year ended March 31, 2007 from approximately
$246.3 million during the fiscal year ended December 31, 2005.

The increase is primarily due to an increase in volumes.  Adjusted
patient days increased approximately 21% and adjusted admissions
increased approximately 22%.  The increased volumes are due
to a 22% increase in the number of operating days during the
fiscal year ended March 31, 2007, as the acquisition of Hospitals
occurred on March 8, 2005.  Also contributing to the increase in
net operating revenues less provision for doubtful accounts is
negotiated contract increases executed during the latter part of
fiscal 2005 and fiscal 2007 and an increase in bad debt recoveries
during fiscal 2007.

Operating expenses less provision for doubtful accounts as a
percentage of net operating revenues less provision for doubtful
accounts decreased by approximately 4% during fiscal 2007 compared
to fiscal 2005.  The reduction is primarily due to cost reductions
and improved efficiencies.

Interest expense amounted to slightly over 4% of net operating
revenue less bad debt during fiscal 2005 and fiscal 2007.  Other
expense also includes approximately $17.6 million of common stock
warrant expense recorded during fiscal 2005 and
approximately $.1 million and $3.5 million in change in fair value
of derivative charges for fiscal 2007 and 2005, respectively.

                 About Integrated Healthcare

Integrated Healthcare Holdings Inc. owns and operates four
hospitals in Orange County, California, with a total of 770 beds,
2787 employees, and 1725 active physicians.  The company's four
hospitals operate approximately 12% of the beds in Orange County
and include Western Medical Center Santa Ana, Western Medical
Center Anaheim, Coastal Communities Hospital and Chapman Medical
Center.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $127,155,023 and total debts of $173,115,565, resulting in a
stockholders' deficit of $45,960,542.


JED OIL: AMEX Extends Listing Compliance Period Until October 13
----------------------------------------------------------------
JED Oil Inc. was notified by the American Stock Exchange that its
listing qualification department has reviewed JED's business plan.  

Additionally, AMEX has given JED extension through Oct. 13,
2008, to carry out the plan and remove the company's deficiency
under AMEX's continuing listing requirements.

During the extension period, the company's stock will continue to
be listed and JED will periodically report to AMEX on its progress
in carrying out the business plan.

If JED is not in compliance with AMEX's continued listing
requirements at the end of the extension, the company may be
subject to delisting proceedings by AMEX.

In April 2007, JED received notice from AMEX that at Dec. 31,
2006, it was not in compliance with Section 1003(a)(i) of the AMEX
company guide.  This section requires that a listed company must
have either $2,000,000 in shareholders' equity or not have
sustained losses from continuing operations or net losses in two
out of three of its most recent fiscal years.

JED started its operations in 2004 and sustained losses in that
start-up year, as well as losses and a deficit position in
shareholders' equity in 2006 fiscal year due to large write-downs
of assets.

As requested by AMEX, JED submitted its detailed plan in May,
assuming completion of the previously announced acquisition of
Caribou Resources Corp., and making other assumptions about
current negotiations with the holders of its preferred shares and
convertible notes and the sale of mature assets.  Under this plan,
JED would be profitable by the end of 2007 and back in compliance
with the continuous listing requirements of AMEX.  This plan also
provides for JED to be back in compliance with AMEX requirements
based on its current drilling opportunities, if the Caribou
transaction is not completed.

                           About JED Oil

Based in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) --
http://www.jedoil.com/-- is an oil and natural gas company that
commenced operations in the second quarter of 2004 and has begun
to develop and operate oil and natural gas properties principally
in western Canada and the United States.

The company had $36,015,655 in total assets, $78,266,519 in total
liabilities, and a stockholders' deficit of $42,250,864 at
Dec. 31, 2006.


JWR-ALABAMA: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: J.W.R.-Alabama, L.L.C.
        aka Southeast Recycling Services, L.L.C.
        9626 Tanqueray Court
        Redding, CA 96003

Bankruptcy Case No.: 07-81641

Type of business: The Debtor provides recycling services.

Chapter 11 Petition Date: June 29, 2007

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Jeffrey B. Irby, Esq.
                  229 East Side Square
                  Huntsville, AL 35801
                  Tel: (256) 517-1505
                  Fax: (256) 517-1521

Total Assets: $2,523,424

Total Debts:  $641,001

Debtor's Largest Unsecured Creditor:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
John W. Arnold              open account                    $1
by and through Vickie
Bryant as mother
c/o C. Brian Davidson
1200 20th Street South


KAUFMAN & BROAD: Prices EUR150 Million Notes Offer
--------------------------------------------------
Kaufman & Broad S.A. disclosed purchase price for its cash tender
offers for its outstanding EUR150 million 8-3/4% senior notes due
2009.  The notes will be purchased for a price of 107.35% of their
principal amount, or 103.85% of their principal amount, in the
case of notes tendered after 5 p.m., London time, on June 21,
2007.

If all of the notes are validly tendered, the aggregate purchase
price to be paid by the company, excluding accrued interest, will
be EUR160.7 million.

Settlement is currently expected to occur on July 11, 2007.  The
tender offer remains subject to conditions that include:

     (i) the closing of the acquisition by Financiere Gaillon 8, a
         company fully owned by PAI partners, of a majority of the
         company's outstanding share capital; and

    (ii) certain other conditions described in the offer to
         purchase and consent solicitation statement dated June 7,
         2007.

Kaufman & Broad had changed the settlement date from July 10,
2007, to July 11, 2007, for the cash tender offer for its notes.  
The change is due to technical issues relating to settlement, to
permit the flow of funds to be coordinated with the closing of the
acquisition by Financiere Gaillon 8.

                    About Kaufman & Broad S.A.

For nearly 40 years, Kaufman & Broad S.A. (Paris: KOF) has been
designing, building and selling single-family homes and
apartments, as well as office properties on behalf of third
parties in France.

                          *     *     *


As reported in the Troubled Company Reporter on May 29, 2007,
Standard & Poor's Ratings Services placed its 'BB+' long-term
corporate credit rating on Kaufman & Broad S.A., one of the
largest residential property developers in France, on CreditWatch
with negative implications.  The 'BB' senior unsecured debt rating
on KBSA's EUR150 million notes was also placed on CreditWatch with
negative implications.

This follows the announcement that the parent KB Home
(BB+/Negative/--) has entered into an exclusivity period to sell
its entire 49% ownership interest in KBSA to PAI Partners, a
private equity investor, for a consideration of about
EUR600 million.  The transaction is subject to approval from the
antitrust authorities and is expected to be closed in the third
quarter 2007.


LE-NATURE'S INC: Trustee Wants To Sell Latrobe Plant for $20 Mil.
-----------------------------------------------------------------
R. Todd Neilson, the Chapter 11 Trustee appointed for Le Nature's
Inc. and its debtor-affiliates' bankruptcy cases, asks authority
from the United States Bankruptcy Court for the Western District
of Pennsylvania to sell the Debtors' Latrobe Plant for $20 million
to Giant Eagle Inc., free and clear of all liens.

On June 28, 2007, the Trustee and Giant Eagle entered into
an asset purchase agreement regarding the proposed sale of the
Debtors' assets.  As stated in the agreement, $18 million of
the purchased price will be paid to Giant Eagle on the closing
date, with a $2 million indemnification holdback deposited into
an interest bearing escrow account for a 12 month period.

The Trustee tells the Court the assets to be sold, includes:

   a. all real property owned by the Debtors located in Latrobe,
      Pennsylvania, and Unity Township, Pennsylvania;

   b. certain items of equipment and tangible personal property
      owned by any of the Debtors, or alleged not to be owned by
      the Debtors but with respect to which all parties asserting
      an interest therein, including the participating equipment
      lessors, have consented to such sale, utilized in connection  
      with the business operations at the Latrobe Plant;

   c. certain intangible personal property used in connection with  
      the Business;

   d. inventory owned by any Debtor for use in connection with the
      Business and located at the Latrobe Plant;

   e. all governmental permits issued by any governmental agency
      having jurisdiction over the Business;

   f. any deposits; and

   g. all claims of the Debtors against third parties arising in
      connection with intellectual property and any defects or
      breach of warranty claims relating to the real property or
      equipment to be transferred to Giant Eagle.

The Trustee reminds the Court that Gordon Brothers Industrial LLC
and Harry Davis & Company, his exclusive sale agent, will assist
in the market and sale of the Debtors' assets.

                      About Le-Nature's Inc.

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

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

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


KARA HOMES: Disclosure Statement Hearing Moved to July 19
---------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
moved the hearing to consider approval of the Disclosure Statement
describing Kara Homes Inc. and its debtor-affiliates' Amended
Chapter 11 Plan of Reorganization from July 6, 2007 to July 19,
2007, Bill Rochelle of Bloomberg New says.

As reported in yesterday's Troubled Company Reporter, the
Debtors filed with the Court an Amended Plan which provides that
Holders of Municipal Tax and Municipal Utility Authorities
Claims will be paid in full.  Upon full payment of these
claims, any lien securing the claim will be cancelled.

Holder of Senior Secured Mortgage Claims against Kara Homes Inc.,
Bergen Mills Estates, LLC, and Horizons at Woods Landing, LLC.,
termed as the Operating Debtors, will either:

  i. receive title to and surrender of their collateral in
     exchange for release of any lien, security interest, or
     other encumbrance securing repayment of any and all claim
     held by the holders against the Operating Debtors; or

ii. be paid by the applicable Operating Debtor under the terms
     of the applicable agreement under which the claim arose,
     provided that the applicable Operating Debtor will cure
     any arrearages under the agreement.

At the option of Galloway Woods, LLC, Hartley Estates by Kara,
LLC, Horizons at Birch Hill, LLC, and Horizons at Shrewsbury
Commons, LLC, the Liquidating Debtors, Holders of Senior Secured
Mortgage will either:

  i. receive the collateral of the their claims; or

ii. schedule a sale pursuant to Section 363 of the Bankruptcy
     Code.

Any and all of the applicable liens in favor of the Holders
of Secured Claim, if any, against any of the Operating and
Liquidating Debtors will attach to, and be satisfied from, the
value realized from its collateral in the order of their priority.
In the event that the value realized from a secured creditor's
collateral is less than the amount of its allowed Secured Claim,
the holder will have a deficiency claim.

General Unsecured Claims against the Operating and Liquidating
Debtors will receive a pro rata share of:

  i. cash payment; and

ii. proceeds, if any, of any causes of action commenced by
     the litigation trust.

Under the Plan, each holder of Equity Interest against the
Operating and Liquidating Debtors will be expunged, extinguished
and all outstanding stock and membership interest will be
cancelled.

                      About Kara Homes

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

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


KNOLL INC: S&P Withdraws Ratings at Company's Request
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its senior secured
bank loan and recovery ratings on Knoll Inc. (BB/Stable/--) at the
company's request.  This follows Knoll's repayment of all
previously rated bank debt with the closing of a new $500 million
revolving credit facility maturing 2013.  At the same time,
Standard & Poor's affirmed the current rating and outlook on Knoll
Inc.
     
East Greenville, Pennsylvania-based Knoll, a leading designer and
manufacturer of branded office furniture and textiles, had about
$356.6 of total debt outstanding as of March 31, 2007, excluding
operating lease and pension obligations.

Ratings List

Knoll Inc.

Ratings Affirmed

Corporate Credit Rating    BB/Stable/--

Not Rated Action
                            To            From
                            --            ----
Senior Secured
  Local Currency            NR            BB (Recovery Rtg: 3)


MARCAL PAPER: EPA Wants $947 Million for River Cleanup
------------------------------------------------------
Marcal Paper Mills Inc.'s emergence from bankruptcy may be in
jeopardy after the Environmental Protection Agency filed a claim
for $947 million, the Associated Press reports.

According to AP, the amount will be used in the cleaning of
Passaic River which EPA officials claim was polluted by the
Debtor's paper plant.  

Citing an EPA spokesman, AP says that since the area is under a
federal Superfund list, the EPA can charge the entire cleanup to a
single contributor.

The Star-Ledger in New Jersey cites Michael D. Sirota, Esq., at
Cole, Schotz, Meisel, Forman & Leonard P.A., as saying that the
Debtor's plan does not include a provision to pay the EPA's claim.
The Debtor has asked the U.S. Bankruptcy Court for the District o
New Jersey to expunged EPA's claim, the Star-Ledger adds.

                  Plan of Reorganization

As reported in the Troubled Company Reporter on June 26, 2007, the
Debtor filed its Plan of Reorganization and said that it has
secured a $60 million commitment from Apollo Capital Management,
L.P.  The Official Unsecured Creditors Committee has supported the
plan with unsecured creditors to receive 52 cents on the dollar.

As part of the Plan, members of the Marcalus family and Apollo
Capital Management will together invest more than $11.5 million,
plus other forms of consideration, to acquire and hold 100% of the
capital stock of a new holding company, which in turn will own
100% of the outstanding shares of a reorganized Marcal Paper
Mills.  

                       About Marcal Paper

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- produces over 160,000 tons of    
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MASSEY ENERGY: To Appeal $220MM Verdict in Wheeling-Pitt Dispute
----------------------------------------------------------------
Massey Energy Company will appeal the jury verdict of a lawsuit
arising from a contract dispute between a Massey subsidiary,
Central West Virginia Energy Company, and Wheeling-Pittsburgh
Steel Corporation.

On July 2, 2007, a jury in the Circuit Court of Brooke County,
West Virginia returned a verdict awarding damages to WPS of
$220 million, consisting of $120 million in compensatory and $100
million in punitive damages.  Massey will file an appeal to the
Supreme Court of Appeals of West Virginia, which the company
believes may result in a significant reduction in damages.

The contract dispute originated in 2004, when CWVE declared force
majeure on portions of its coal shipment obligations due to
conditions beyond its control.  WPS sued CWVE and Massey seeking
damages related to its cost of replacement coal and coke and
repairs to its coke ovens.

"We firmly believe we operated within the terms of our coal supply
contract," Don Blankenship, Massey's Chairman and CEO, said.  "We
recognized that a trial in Wheeling Pitt's backyard would be
challenging, but we were still surprised at the outcome.  As one
of the largest providers of coal to the U.S. steel industry, the
production and transportation challenges that faced the Central
Appalachian coal industry in 2004 and 2005 were magnified here at
Massey.  Despite the challenges, we went to great lengths to
fulfill our commitments and deliver coal to our customers.  We
believe we can win a more appropriate and favorable decision on
appeal in the higher court."

Massey will review the verdict, evaluate the likelihood of a
successful appeal and reassess its accrued liability for the
lawsuit.  As of March 31, 2007, Massey had recognized a liability
of $16 million associated with the lawsuit.  An increase in this
liability will impact the Company's earnings for the second
quarter of 2007.

Under a recently enacted section of the Code of West Virginia,
the maximum security that can be required during an appeal is
$50 million.  With over $400 million of available liquidity as of
June 30, 2007, the company has the financial capacity to absorb
any damages awarded in the lawsuit without impacting its normal
operating activities.

                       About Massey Energy

Headquartered in Richmond, Virginia, Massey Energy Company (NYSE:
MEE) is a coal producer with operations in West Virginia, Kentucky
and Virginia.

                          *     *     *

As reported in the Troubled Company Reporter on June 25, 2007,
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.

As reported in the Troubled Company Reporter on Feb. 19, 2007,
Dominion Bond Rating Service downgraded the Senior Unsecured Debt
rating of Massey Energy Company to BB (low) from BB.  The trend is
Stable.


MEDICOR LTD: Bankruptcy Initiated to Execute Sale of Business
-------------------------------------------------------------
Dennis E. Stogsdill, managing director of Alvarez & Marsal North
America, LLC, in his capacity as Chief Restructuring Officer of
Medicor Ltd. and its debtor-affiliates, discloses in a filing with
the U.S. Bankruptcy Court for the District of Delaware that the
bankruptcy filing was commenced to effectuate the orderly
marketing and sale of the Debtors business.

Alvarez & Marsal was engaged by the Debtors as restructuring
advisor on Jan. 29, 2007.

                        Recurring Losses

Mr. Stogsdill relates that the Debtors along with their non-debtor
affiliates, have been experiencing losses since their inception.  
Specifically:

    * a net loss of $17.3 million on net sales of $26.9 million
      for the fiscal year ended June 30, 2005;

    * a net loss of $18.5 million on net sales of $31.4 million
      for the fiscal year ended June 30, 2006; and

    * a net loss of $12.8 million on net sales of $9.5 million for
      the first quarter ended Sept. 30, 2006.

Although the Debtors did not file their Form 10-Q for the second
quarter ended Dec. 30, 2006, they disclosed preliminary reported
net sales of approximately $11.7 million and net gain of
approximately $2.3 million.

                        Loss of Funding

Mr. Stogsdill discloses that on Jan. 24, 2007, the Debtors lost
their major source of working capital funding when Donald K.
McGhan, founder of MediCor, resigned from his position as Chairman
and Director.  The Debtors had relied extensively and exclusively
on Mr. McGhan for capital funding, as well as, management
direction and strategic planning.

Mr. Stogsdill further says that International Integrated
Industries, LLC, a company controlled by Mr. McGhan, terminated
its Funding Commitement with the Debtors.  The Debtors had
historically raised funds to support their operating expenses and
capital requirements through sales of equity or debt securities
and borrowings on an unsecured basis from International Integrated
Industries.

                           Advisors

The Debtors, in order to address the liquidity crisis caused by
operating losses and Mr. McGhan's resignation, retained Alvarez &
Marsal as restructuring advisors and Alvarez & Marsal Securities,
LLC, as financial advisors.

After a review of several strategic alternatives, it was
determined that a sale of their businesses was the most effective
way to preserve and maximize the value of the Debtors estates for
the benefit of creditors.

In order to better position the Debtors for the likely sale, Mr.
Stogsdill relates that Alvarez & Marsal found it necessary to
embark upon efforts to improve overall profitability by effecting
certain performance improvement initiatives.

                          Asset Sale

As part of a comprehensive and thorough marketing process, Mr.
Stogsdill discloses that Alvarez & Marsal and A&M Securities
contacted a broad group of over 60 strategic, venture capital, and
financial buyers in Europe and North America.  After executing
confidentiality agreements, 25  prospective buyers received
preliminary confidential information materials.

Subsequently, Alvarez & Marsal and A&M Securities received 15
indications of interest from prospective buyers who received
additional confidential information materials, including a
detailed financial forecast model.

The prospective buyers were given the option of bidding on the
entire asset group or individual businesses.  Five parties
submitted preliminary non-binding proposals to purchase some or
all of the Debtors' European businesses.  After preliminary bids
were received, two additional parties expressed an interest in
purchasing the assets and businesses.

Based on these bids, on June 26, 2007, the Debtors, in
consultation with Alvarez & Marsal and A&M Securities, selected
bidders to enter into exclusive negotiations with and potentially
serve as stalking horse bidders for the Debtors' businesses.

                     Credit Pact Amendments

The Debtors also entered into Amendments with their Prepetition
Lenders in order to resolve their liquidity situation.  The
Lenders have repeatedly funded the Debtors' working capital needs
in the United States and abroad to preserve the businesses until
their sale is consummated.

                          Other Actions

The Debtors, according to Mr. Stogsdill, also instituted multiple
liquidity preservation measures, including:

    * reduction of domestic payroll needs;

    * laying-off of the majority of staff in the Debtors' Las
      Vegas and Santa Barbara locations;

    * closing of the Debtors' Las Vegas headquarters;

    * negotiating with vendors and landlords to defer payments;

    * collecting due and overdue balances more aggressively;

    * refining the definition of critical payments while
      accelerating certain payments;

    * eliminating free product programs and placing long term
      expenditures on hold; and

    * overseeing disbursements programs.

                    Sale of HPL Biomedical

With the assistance of Alvarez & Marsal, the MediCor managed to
sell its HPL Biomedical subsidiary for $618,000 on Feb. 22, 2007.

A summary of the Debtors' voluntary petition was published in the
Troubled Company Reporter on July 3, 2007.

                      About MediCor

Headquartered in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- acquires, develops, manufactures and  
markets products primarily for aesthetic, plastic and
reconstructive surgery and dermatology markets.  The company and
seven of its affiliates filed for chapter 11 protection on
June 29, 2007 (Bankr. D. Del. Case No. 07-10877).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors.  
At Sept. 30, 2006, the Debtors' balance sheet showed total assets
of $120,354,097, and total debts of $121,439,609.


METRO CONCRETE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Metro Concrete & Masonry, Inc.
        9 Jacoma Boulevard
        Old Bridge, NJ 08857

Bankruptcy Case No.: 07-19078

Type of business: The Debtor provides concrete and masonry
                  contractual services.

Chapter 11 Petition Date: June 28, 2007

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Jason Matthew Santarcangelo, Esq.
                  Patrick English, Esq.
                  Dines and English, L.L.C.
                  685 Van Houten Avenue
                  Clifton, NJ 07013
                  Tel: (973) 778-7575
                  Fax: (973) 778-7633

Total Assets: $2,268,301

Total Debts:  $3,387,823

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Internal Revenue Service    tax burden                $845,142
100 Dey Place
Edison, NJ

Michael Salimbene, Sr.      loan                      $550,000
270 South Shore Drive
Toms River, NJ 08753

Laborers N.J. Building      union pension             $437,504
Statewide
3218 Kennedy Boulevard
Jersey City, NJ 07306

Commerce Bank of N.J.       bank loan                 $405,627
1101 Hooper Avenue
Toms River, NJ 08753

Coastal Steel               trade                     $179,481

N.J. B.A. Local #4          union pension             $176,000

Shamrock Construction       trade                     $145,276

Bricklayers & Allied        union pension             $130,000
Local #5

Sunbelt Rentals             trade                      $86,625

Thompson Materials          trade                      $82,468

Gamka Equipment             trade                      $72,944

Interstate Scaffold         trade                      $60,325

Metro Brick & Supply        trade                      $47,248

E.P. Henry                  trade                      $42,894

Dock Builders Local         union pension              $42,000
#1456 Dues

A.W. Myer Co., Inc.         trade                      $32,295

Triboro Hardware            trade                      $22,255

McCutcheon Association      trade                       $7,930

Oxford Health Plans         insurance                   $7,402

Mandelbaum Salsburg Gold    attorney                    $3,781
Lazcris Discenza &
Steinberg


METRO ONE: Posts $3.7 Million Net Loss in Quarter Ended March 31
----------------------------------------------------------------
Metro One Telecommunications Inc. reported a net loss of
$3.7 million for the first quarter ended March 31, 2007, compared
with a net loss of $5.7 million for the same period ended
March 31, 2006.

Total revenues decreased 67.8% to $4.9 million from $15.2 million
and call volume decreased from 21.3% from 28.2 million calls to
22.2 million calls, primarily as a result of the termination of
the company's services agreement with Nextel.  Excluding revenue
and call volume of $11.3 million and 17.2 million, respectively,
from Nextel in the first quarter of 2006, total revenues in the
first quarter of 2007 increased 26.1% to $4.9 million from
$3.9 million and total call volume increased 101.4% to 22.2
million from 11.0 million.

As of March 31, 2007, the company had approximately $12.0 million
in cash and cash equivalents, short-term investments and
restricted cash (including $4.7 million of restricted cash)
compared to approximately $16.7 million (including $4.7 million of
restricted cash) at Dec. 31, 2006.  The net decrease of
$4.7 million resulted primarily from net operating losses.  The
company reported no outstanding debt.

Net cash used in operations in the first quarter of 2007 was
$4.7 million compared to net cash provided by operations of
$1.3 million in the first quarter of 2006.   The increase in cash
used was primarily because the company received $17.4 million less
cash from customers in the first quarter of 2007 than in the first
quarter of 2006 primarily due to the termination of the contract
with Nextel, partly offset by $6.9 million less cash paid to or on
behalf of employees and $4.5 million less cash paid for
restructuring costs in the first quarter of 2007 compared to the
first quarter of 2006.

At March 31, 2007, the company's consolidated financial statements
showed $22.5 million in total assets, $5.7 million in total
liabilities, and $16.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2168

                       Going Concern Doubt

BDO Seidman LLP, in Seattle, expressed substantial doubt about
Metro One Telecommunications 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 loss
of significant customers.

                         About Metro One

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq: INFO) -- http://www.metro1.com/-- is a developer and   
provider of Enhanced Directory Assistance and other enhanced
telecom services.  The company operates call centers in the United
States.  Metro One has handled over 300 million requests for
information over the past two years.


NEW YORK RACING: Wants Exclusive Periods Extended Until Mar. 14
---------------------------------------------------------------
New York Racing Association Inc. asks the U.S. Bankruptcy Court
for the Southern District of New York to extend its exclusive
period to:

  a) file a Chapter 11 plan until Jan. 15, 2008

  b) solicit acceptances of that plan to March 14, 2008


The Debtor's exclusive to file a plan will expire on July 16,
2007.

The Debtor contends that before it can proceed with the
formulation and confirmation of a plan, it needs to resolve these
issues:

a. the transfer of the Debtors' franchise to conduct racing
and operating pari-mutual wagering on its racetrack;

   b. dispute regarding ownership of title to racetracks; and

   c. New York State Non-Profit Racing Association's motion to
      dismiss the Debtors' bankruptcy cases.

The Debtor further requests that this extension shall be without
prejudice to its right to request for further extension of the
exclusivity periods as may be appropriate under the circumstances.

The Court will convene a hearing on July 18, 2007, at 10:00 a.m.,
to consider the Debtor's request.

                     About The New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in  
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP
represents the Debtor in its restructuring efforts.  Edward M.
Fox, Esq., Eric T. Moser, Esq., Jeffrey N. Rich, Esq., at
Kirkpatrick & Lockhart Preston Gates Ellis LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
protection from its creditors, it listed more than $100 million in
total assets and total debts.


PARAMOUNT RESOURCES: Gets Arctos' Cash Settlement of $1.7 Million
-----------------------------------------------------------------
Paramount Resources Ltd. has accepted 11,405,745 common shares of
Arctos and a cash payment of $1,171,485 in full satisfaction of
the principal and interest under an outstanding secured
convertible debenture issued by Arctos to Paramount, dated
Dec. 12, 2001, as amended, pursuant to the terms of a settlement
agreement between Paramount and Arctos Petroleum Corp. dated
May 11, 2007.

As a result of the settlement, Paramount acquired and now owns
approximately 12.4% of the issued and outstanding Common Shares of
Arctos.  The Common Shares were issued from treasury and are
listed on the TSX Venture Exchange.

Paramount's investment in Arctos is for investment purposes only
and Paramount has no present intention of increasing the
beneficial ownership, control or direction of Arctos now or in the
future, nor does it have any intention of making a take-over bid
for Arctos.

Paramount reserves the right to purchase additional Common Shares
or other securities of Arctos or dispose of securities held in
Arctos.

                   About Arctos Petroleum Corp.

Headquartered in Calgary, Canada, Arctos Petroleum Corp. (TSX
VENTURE: APO) is an emerging junior oil and gas company with
exploration, evelopment, and production programs in Alberta and
Saskatchewan.

                  About Paramount Resources Ltd.

Headquartered in Alberta, Canada, Paramount Resources Ltd. (TSX:
POU) -- http://www.paramountres.com/-- is an oil and natural gas  
exploration, development and production company with operations
focused in Western Canada.

                            *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC+' long-term corporate credit rating, on Paramount
Resources Ltd. on CreditWatch with positive implications.


PEOPLE'S CHOICE: Creditors Must File Proofs of Claim by August 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
establishes August 31, 2007, as the last day for the
filing of proofs of claim or interest in People's Choice Financial
Corp. and its debtor-affiliates Chapter 11 cases for all claims
arising prior to March 20, 2007.

October 1, 2007, is the last day for all governmental units to
assert claims against the Debtors before the Petition Date.

The form of notice of the claims bar date is approved.

The Debtors will serve the Claims Bar Date Notice upon all known
creditors, parties likely to request administrative expense
priority claims and parties requesting special notice on or
before June 26, 2007.

                       About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No. 07-
10772).  J. Rudy Freeman, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub LLP, represents the Debtors.  Winston &
Strawn LLP represents the Official Committee of Unsecured
Creditors.  At March 31, 2006,the Debtors' financial conditions
showed total assets of $4,711,747,000 and total debts of
$4,368,966,000.  The Debtors' exclusive period to file a chapter
11 plan expires on July 18, 2007.  (People's Choice Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


PINE VALLEY: Completes Sale of Falls Mountain to Cambrian Mining
----------------------------------------------------------------
Pine Valley Mining Corporation reported that it has completed the
transaction, effective on June 29, 2007, that resulted in the sale
of its wholly-owned subsidiary, Falls Mountain Coal Inc., to
Cambrian Mining PLC.

Falls Mountain holds all of the company's interests in the Willow
Creek mine and related coal properties.

This sale was contemplated under the Amended Plan of Compromise
and Arrangement dated June 19, 2007 that the Supreme Court of
British Columbia approved and further authorized and directed the
company and its subsidiaries to implement in the Court sanction
order issued June 25, 2007.

The Sale and Purchase Agreement amongst the company, Falls
Mountain and Cambrian provides for payment of:

    - $15.65 million in cash, which includes working capital
      Adjustments, paid on closing, with disbursements to be made
      in accordance with the Plan;

    - Previously issued Western Canadian Coal Corp. Debentures
      (TSX: WTN.DB) in the principal amount of $11.0 million
      delivered on closing; and

    - A quarterly royalty payment of $1.00 per tonne, subject to
      annual escalation at a rate of 2% per year to a maximum of
      $1.50, for each tonne of coal from either of the Falls
      Mountain's coal properties or from WCCC's Brule mine that is
      loaded from Falls Mountain's train loading facilities;
      subject to an aggregate maximum of $26.0 million.  Beginning
      one year from the closing of the transaction, a quarterly
      minimum royalty of $50,000 will be payable to an aggregate
      maximum of $2.0 million, the amount being included in the
      $26.0 million cap.

The Plan provides for certain payments for secured debt,
transaction costs and other matters but does not provide for the
final distribution of sale proceeds to the various general
creditors in the CCAA process.  This further distribution will be
governed by a definitive plan which will be voted on by FMC's and
PVM's creditors.  There is significant risk and uncertainty as to
what consideration may be available to shareholders of the Company
arising from a definitive plan and the timing of such realization,
if any.

Greater detail regarding the CCAA process and associated Court
proceedings can be found at the Internet site of Ernst & Young
Inc., which is acting as the Court appointed Monitor of the
company.

                        About Pine Valley

Pine Valley Mining Corporation -- http://www.pinevalleycoal.com/    
-- (TSX: PVM)(OTCBB: PVMCF) operates the Willow Creek Mine which
has a large supply of good quality PCI and metallurgical coal
reserves in British Columbia.  

On October 20, 2006, the Supreme Court of British Columbia granted
an order providing the company creditor protection under the
Companies' Creditors Arrangement Act.  Ernst & Young Inc. was
appointed by the Court as the Monitor in the CCAA proceedings.

On April 27, 2007, the company reported that it has reached
agreement with Cambrian Mining PLC for the sale of Pine Valley's
wholly-owned subsidiary, Falls Mountain Coal Inc., which includes
all of its interests in the Willow Creek mine and related coal
properties.


PINE VALLEY: Discloses Management Changes Under Restructuring
-------------------------------------------------------------
Pine Valley Mining Corporation disclosed a number of management
changes have also been made as a result of its restructuring.

The employment agreements of:

    * Mr. Jeffrey Fehn, Chairman of the Board of Directors,

    * Mr. Robert Bell, President and Chief Executive Officer, and

    * Mr. Martin Rip, Vice President Finance and Chief Financial
     Officer,

have all been terminated by the company, the latter two effective
on the closing of the company's transaction with Cambrian Mining
PLC.

Mr. Fehn has agreed to continue as Chairman on an unpaid basis
until a replacement has been elected.

Mr. Bell has agreed to remain a Director of the company and to
continue as President and Chief Executive Officer on an unpaid
basis until a replacement is elected to the Board and appointed to
fill his officer role.

Mr. Rip has been retained as a consultant to assist the Company
while it continues its restructuring efforts under the CCAA.

Mr. Mark Smith, currently a Director, has accepted an appointment
as Chief Financial Officer on an unpaid basis until a replacement
can be appointed.

Mr. Graham Mackenzie, currently a Director, has agreed to serve as
Corporate Secretary on an unpaid basis.

                        About Pine Valley

Pine Valley Mining Corporation -- http://www.pinevalleycoal.com/    
-- (TSX: PVM)(OTCBB: PVMCF) operates the Willow Creek Mine which
has a large supply of good quality PCI and metallurgical coal
reserves in British Columbia.  

On October 20, 2006, the Supreme Court of British Columbia granted
an order providing the company creditor protection under the
Companies' Creditors Arrangement Act.  Ernst & Young Inc. was
appointed by the Court as the Monitor in the CCAA proceedings.

On April 27, 2007, the company reported that it has reached
agreement with Cambrian Mining PLC for the sale of Pine Valley's
wholly-owned subsidiary, Falls Mountain Coal Inc., which includes
all of its interests in the Willow Creek mine and related coal
properties.


RADNET INC: Obtains $445 Mil. Credit Facility from GE Healthcare
----------------------------------------------------------------
RadNet Inc. disclosed that GE Healthcare Financial Services has
agreed to arrange for RadNet a $445 million senior secured credit
facility.

The credit facility includes a $45 million revolving line of
credit, which is expected to be largely unfunded at the closing of
the refinancing, and a $400 million term loan.

The credit facility is intended to refinance substantially all of
RadNet's existing indebtedness and will provide liquidity and
working capital for future expansion.

Mark Stolper, RadNet's chief financial officer, stated that the
refinancing is expected to result in annual interest cost savings
of about $5.4 million.  The financing is intended to be concluded
in August 2007.

                      About RadNet Inc.

RadNet Inc.  (NasdaqGM: RDNT) -- http://www.radnet.com/--   
provides diagnostic imaging services through the ownership and
operation of freestanding, outpatient diagnostic imaging centers
in the United States.  Its imaging services primarily include
magnetic resonance imaging or MRI, computed tomography or CT,
positron emission tomography or PET, nuclear medicine,
mammography, ultrasound, diagnostic radiology, or X-ray, and
fluoroscopy.  It also provides its services on a contract basis.

RadNet Inc.'s balance sheet as of March 31, 2007, listed total
assets of $396.3 million, total liabilities of $445.7, and total
stockholders' deficit of $49.4 million.


RM PRECISION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: R.M. Precision Swiss of Nevada, Inc.
             871 Grier Drive, Suite C
             Las Vegas, NV 89119

Bankruptcy Case No.: 07-14030

Debtor affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        R.M. Precision Swiss, Inc.                 07-14032

Type of business: The Debtors manufacture screw machine products.  
                  See http://www.rmprecisionswiss.com/

Chapter 11 Petition Date: July 5, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtors' Counsel: Brett A. Axelrod, Esq.
                  Beckley Singleton, Chartered
                  530 Las Vegas Boulevard South
                  Las vegas, NV 89101
                  Tel: (702) 385-3373
                  Fax: (702) 385-9447

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
RM Precision Swiss of       Less than $10,000      $1 Million to
Nevada, Inc.                                       $100 Million

RM Precision Swiss, Inc.    Less than $10,000      $1 Million to
                                                   $100 Million  

Lead Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
People's Capital &          equipment finance         $866,168
Leasing Corp.               agreement
255 Bank Street,
4th Floor
Waterbury, CT 06702

Avins Industrial Products   raw material supplies     $828,524
2 North Road Warren
Warren, NJ 07059

State of Nevada,            sales tax deferral        $186,490
Dept. of Taxation
555 East Washington
Avenue, Suite 1300
Las Vegas, NV 89101

C.I.T. Group/Equipment      equipment finance          $86,542
Financing, Inc.             agreement

Kirkorian Enterprises,      landlord                   $23,318
L.L.C.

United Health Care          employee health            $19,546
                            insurance

Nevada Power Co.            utility services           $15,770

Canyon Electric             electrical work            $10,888

Marlin Leasing              heating system             $10,411

G.E. Inspection                                         $2,253
Technologies

Colonial Insurance          employee supplemental       $1,271
                            insurance

Ajax Tocco Magnethermic     manufacture zone            $1,125
Corp.                       anneal equipment

Alouette Tool Company       carbide drills &            $1,081
                            saws

T-Mobile                    Nevada cellphone              $751
                            service

Las Vegas Copiers, Inc.     copy machine                  $640
                            service

Atotech U.S.A., Inc.        production supplies           $580

Embarq                      Nevada telephone              $448

M.S.C. Industrial           production supplies           $390

Web Site Center, Inc.       web site maintenance          $169

Cox Communications                                         $90


ROGERS COMMUNICATIONS: Completes Intracompany Amalgamation
----------------------------------------------------------
Rogers Communications Inc. completed the intracompany amalgamation
of RCI and its wholly owned subsidiaries Rogers Cable Inc. and
Rogers Wireless Inc. on July 1, 2007.
    
The amalgamated entity continues as RCI, and Cable and Wireless
are no longer separate corporate entities and have ceased to be
reporting issuers.  This intracompany amalgamation does not impact
the consolidated results by RCI.

In addition, the operating subsidiaries of Cable and Wireless are
not part of and are not impacted by the amalgamation.
    
As a result of the amalgamation, RCI assumed all of the rights and
obligations under all of the outstanding Cable and Wireless public
debt indentures and swaps.
    
RCI effected this amalgamation principally to simplify its
corporate structure, while enabling it to streamline many of the
related reporting and compliance obligations.
    
                      Debentures Redemption

Also, on June 21, 2007, Wireless redeemed all of its $155 million
principal amount of its 9.75% senior secured debentures due 2016
at a redemption price of 128.416% or $1,284.16 per $1,000
principal amount of debentures, plus accrued interest to the date
of redemption.
    
As part of the amalgamation process, on June 29, 2007, the
$1 billion Cable bank credit facility, the $700 million Wireless
bank credit facility and the $600 million bank credit facility of
RCI's wholly owned subsidiary, Rogers Media Inc. were cancelled,
and RCI entered into a new unsecured $2.4 billion bank credit
facility.
    
Also, on June 29, 2007, Cable and Wireless released all security
provided by bonds issued under the Cable deed of trust and the
Wireless deed of trust for all of the then outstanding Wireless
and Cable public debt indentures and swaps.  As a result, none of
Cable's and Wireless' public debt or swaps remain secured by such
bonds effective as of June 29, 2007.
    
As a result of these actions, the outstanding public debt, the
swaps and the new bank credit facility now reside at RCI on an
unsecured basis.
   
                    About Rogers Communications

Headquartered in Toronto, Ontario, Rogers Communications Inc.
(NYSE: RG, TSX: RCI) -- http://www.rogers.com/-- operates as a   
communications and media company in Canada.   It owns all of
Rogers Cable Inc., a cable company, Rogers Wireless Inc., wireless
operator, and Rogers Media Inc., which owns radio, TV, sports and
publishing assets.

                             *    *    *

As reported in the Troubled Company Reporter on May 18, 2007,
Dominion Bond Rating Service placed BB (high) rating on Rogers
Communications' Issuer Rating.


ROGERS WIRELESS: Amalgamation Cues Fitch to Withdraw Ratings
------------------------------------------------------------
Fitch has withdrawn the Issuer Default Ratings of Rogers Wireless
Inc. and Rogers Cable Inc. following the amalgamation of Cable and
Wireless with Rogers Communications Inc. on July 1, 2007.  As a
result of the amalgamation, Rogers assumed all of the outstanding
notes and debentures of Wireless and Cable.  In addition, Fitch
has upgraded the senior subordinated notes of Rogers to 'BB+' from
'BB'.


The ratings at Rogers are:

Rogers:

    -- Issuer Default Rating at 'BBB-';
    -- Senior unsecured notes and debentures at 'BBB-';
    -- Senior subordinated notes upgraded to 'BB+' from 'BB'.

The Rating Outlook is Positive.

On July 1, Rogers completed the intracompany amalgamation of
Rogers and its wholly owned subsidiaries Cable and Wireless.  The
amalgamated entity continues as Rogers, and Cable and Wireless are
no longer separate corporate entities and have ceased as reporting
issuers.  As indicated in the Fitch press release dated May 15,
2007, Fitch would withdraw the IDR ratings at Cable and Wireless
as well as upgrade the subordinated debt once Rogers completed the
amalgamation.

On June 29, 2007, Rogers canceled an aggregate $2.3 billion of
credit facilities at Cable, Wireless and Rogers Media Inc. and
entered into a new unsecured $2.4 billion credit facility.  Also,
as part of the amalgamation, Cable and Wireless released all of
the security provided by bonds issued under their respective deeds
of trust for all of the outstanding public debt indentures and
swaps at Cable and Wireless.  Consequently, all of the outstanding
public debt, swaps and new bank credit facility reside at Rogers
on an unsecured basis.


RONCO CORP: Inks Pact Selling All Assets to Marlin for $10 Mil.
---------------------------------------------------------------
Ronco Corporation and Ronco Marketing Corporation seek
permission from the U.S. Bankruptcy Court for the Central
District of California to sell substantially all of their
assets to Marlin Equity Partner LLC for $10 million, subject to
higher and better offers, Bill Rochelle of Bloomberg News says.

Earlier, the Debtors sought Court authority to enter into a
debtor-in-possession financing agreement with their secured
lender, Laurus Master Fund Ltd.

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

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

   (2) continue to implement operational improvements;

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

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

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

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

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

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

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

The Court is set to consider approval of both requests at a
July 9 hearing, Bloomberg relates.

                       About Ronco Corp.

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


SAMSONITE CORP: To Be Acquired by CVC Capital for $1.7 Billion
--------------------------------------------------------------
Samsonite Corporation entered into a definitive merger agreement
to be acquired by funds managed and advised by CVC Capital
Partners, a private equity firm.  The all-cash transaction is
valued at approximately $1.7 billion, including the assumption of
debt.

Under the terms of the agreement, CVC will acquire all of the
outstanding common stock of Samsonite for $1.49 per share in cash.

The transaction was unanimously approved by the Board of Directors
of Samsonite.

Entities controlled by Ares Management LLC, Bain Capital Partners,
LLC and Teachers' Private Capital, the private investment arm of
Ontario Teachers' Pension Plan, who collectively own approximately
85% of Samsonite's common stock, have agreed to approve the
transaction and have entered into a written consent and voting
agreement with CVC in this regard.  The written consent and voting
agreement provides, among other things, that the Principal
Shareholders will deliver written consents approving the merger.

The transaction is expected to close during the fourth quarter of
2007 and is subject to customary closing conditions, including
regulatory review in the US and Europe.  CVC has received certain
funds debt financing commitments from third-party financing
sources and, accordingly, closing is not subject to the receipt of
financing.

"We believe that this transaction delivers excellent value to all
our shareholders," Marcello Bottoli, CEO of Samsonite, said.  "I
am excited to continue our successful journey to create the
world's leading travel lifestyle brand together with CVC Capital
Partners."

"Ares Management LLC, Bain Capital and Ontario Teachers' Pension
Plan would like to thank Marcello Bottoli, the rest of the
management team and the employees of Samsonite for their
significant efforts during our ownership period in transforming
the company into the world's leading premium, global travel
brand," a representative for the Principal Shareholders commented.  
"We wish Samsonite and its new owners continued success."

"CVC Capital Partners is delighted to have reached agreement to
acquire Samsonite, the world's leading travel lifestyle brand,"
Hardy McLain and Luigi Lanari of CVC stated.  "We look forward to
working with Marcello Bottoli and his team to realise the full
potential of the brand.  China and India present particularly
interesting opportunities for growth."

Merrill Lynch International acted as financial advisor and
Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal
advisor to Samsonite in connection with the transaction.  Kirkland
& Ellis LLP acted as legal advisor to the Principal Shareholders
in connection with the transaction.  UBS and Lehman Brothers Inc.
acted as financial advisors and Paul, Weiss, Rifkind, Wharton &
Garrison LLP and SJ Berwin LLP acted as legal advisors to CVC.

Samsonite Corporation (OTC Bulletin Board: SAMC.OB) --
http://www.samsonite.com/-- manufactures, markets and distributes
luggage and travel-related products.  The company's owned and
licensed brands, including Samsonite, American Tourister, Trunk &
Co, Sammies, Hedgren, Lacoste and Timberland, are sold globally
through external retailers and 284 company-owned stores.  
Executive offices are located in London, England.  The company has
global locations in Aruba, Australia, Costa Rica, Indonesia,
India, Japan, and the United States among others.

Samsonite Corporation's balance sheet, as of April 30, 2007,
showed total assets of $643.8 million and total liabilities of
$843 million, resulting in a $224.7 million stockholders' deficit.


SANITEC INDUSTRIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Sanitec Industries, Inc.
        9053 Norris Avenue
        Sun Valley, CA 91352

Bankruptcy Case No.: 07-12307

Type of Business: The Debtor's facilities that are operating both
                  at hospitals and at regional waste treatment
                  centers in the United States and in six foreign
                  countries (Brazil, England, Canada, Japan,
                  Korea, and Saudi Arabia),  process infectious
                  medical waste.  See
                  http://www.sanitecindustries.com/

Chapter 11 Petition Date: July 5, 2007

Court: Central District Of California (San Fernando Valley)

Debtor's Counsel: Jeffry A. Davis, Esq.
                  9255 Towne Centre Drive, Suite 600
                  San Diego, CA 92121-3039
                  Tel: (858) 320-3000
                  Fax: (858) 320-3001

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


SECURUS TECH: Executes Supplemental Indenture with Bank of NY
-------------------------------------------------------------
SECURUS Technologies Inc. executed a supplemental indenture to an
indenture, dated Sept. 9, 2004, among the Bank of New York, as
trustee, and Securus and its subsidiaries.

The supplemental indenture, among other things, permits:

   i. the company's acquisition of all of the capital stock of
      Syscon Holdings Ltd., a British Columbia company and certain
      of its affiliates:

  ii. the company's issuance of $40 million aggregate principal
      amount of additional 11% second priority senior secured
      notes due 2011 under the indenture; and

iii. the company to use any excess cash flow to pay accrued
      interest under its 17% senior subordinated notes
      to the extent holders have not elected to have their notes  
      redeemed with such excess cash flow.

SECURUS amended:

   i. the company's senior credit facility, dated
      Sept. 9, 2004, by and among SECURUS Technologies Inc.,  
      SECURUS' subsidiaries and ING Capital LLC; and

  ii. the company's note purchase agreement, dated Sept. 9, 2004,
      by and among SECURUS, SECURUS' subsidiaries and Laminar
      Direct Capital L.P. for the company's subordinated notes, to
      permit the Syscon acquisition, the issuance of the new notes
      and the payment of accrued interest on the company's
      subordinated notes.

                    About SECURUS Technologies

SECURUS Technologies Inc. -- http://www.t-netix.com/-- provides  
cell phone services.  The company gets 80% of its revenues from
the provision of telecommunications services to more than 3,000
correctional facilities across the US.  The company designs,
implements, and maintains telecommunications systems and provides
collect, pre-paid, and debit calling for inmates.  It also sells
jail management software, as well as applications for record
management and computer-aided dispatch.  Parent company H.I.G.
Capital acquired T-NETIX and Evercom Inc. in 2004 and combined
them the following year.

                          *     *     *

SECURUS Technologies Inc. carries Moody's Investors Service's B3
corporate family rating, B2 senior secured debt rating, and B3
probability of default rating.  The outlook is stable.


SECURUS TECHNOLOGIES: Acquires Syscon Holdings for $41 Million
--------------------------------------------------------------
Securus Technologies Inc., through its wholly-owned subsidiary
Appaloosa Acquisition Company, acquired all of the outstanding
capital stock of Syscon Holdings Ltd. and certain of its
affiliates.  The acquisition is pursuant to a stock purchase
agreement the company had with 0787223 B.C. Ltd, and the seller's
sole stockholder, Floyd Sully, on April 11, 2007.

Under the purchase agreement, the company paid about $41 million
and 45,604 shares of the company's common stock, subject to a
working capital adjustment.  Pursuant to the purchase agreement,
the seller left about $5 million of cash in Syscon's bank
accounts, which the company will pay to the seller as Syscon
generates net cash flow.  In addition, the company will pay
Mr. Sully $7 million after each of the first three 12-month
periods after the closing date if Syscon's revenues exceed certain
thresholds and Mr. Sully has not resigned or been terminated for
cause from his employment.

The revenue thresholds for the full earn-out payments are
$56.5 million for the first 12 months, $61.5 million for the
second 12 months, and $63.1 million for the third 12 months.  If
Syscon's revenues are less than the aforementioned thresholds, but
greater than $30 million for the first 12 months, $33.33 million
for the second 12 months and $36.67 million for the third 12
months, Mr. Sully will earn a portion of the $7 million dollar
payment applicable to the given year.

              Private Offering for Syscon Acquisition

SECURUS issued the new notes in a private offer pursuant to Rule
144A of the Securities Act of 1933.  The company used the proceeds
of the new notes to help fund the cash portion of the purchase
price for Syscon acquisition and to pay fees and expenses related
to the acquisition.

Although the new notes and the 11% second priority senior secured
notes issued on Sept. 9, 2004, pursuant to the indenture will be
treated as a single class under the indenture, they will have
different CUSIP numbers.  

The company also entered into a registration rights agreement,
dated June 29, 2007, with the initial purchaser of the new notes,
pursuant to which the company is required to register the new
notes under the Securities Act of 1933.

                    About SECURUS Technologies

SECURUS Technologies Inc. -- http://www.t-netix.com/-- provides  
cell phone services.  The company gets 80% of its revenues from
the provision of telecommunications services to more than 3,000
correctional facilities across the US.  The company designs,
implements, and maintains telecommunications systems and provides
collect, pre-paid, and debit calling for inmates.  It also sells
jail management software, as well as applications for record
management and computer-aided dispatch.  Parent company H.I.G.
Capital acquired T-NETIX and Evercom Inc. in 2004 and combined
them the following year.

                          *     *     *

SECURUS Technologies Inc. carries Moody's Investors Service's B3
corporate family rating, B2 senior secured debt rating, and B3
probability of default rating.  The outlook is stable.


SILVER FOX: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Silver Fox, LLC
        313 Newark Avenue
        Lyndhurst, NJ 07071

Bankruptcy Case No.: 07-19443

Chapter 11 Petition Date: July 5, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: J. Fernando Marin, Esq.
                  313 Newark Avenue
                  Lyndhurst, NJ 07071
                  Tel: (201) 935-3005

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


SR TELECOM: Inks Pact with Lenders for New $45 Million Loan
-----------------------------------------------------------
SR Telecom Inc. entered into an agreement with a syndicate of
lenders comprised of shareholders and lenders of the company
providing for a term loan of up to $45 million, of which
$35 million was drawn on July 3, 2007.  An additional $10 million
will be available for drawdown for a period of up to one year from
closing, subject to certain conditions.

The term loan has a five-year term and is subject to the same
security as the existing loans under the company's existing credit
facility, but ranking senior to the existing loans.  The term loan
bears cash interest at a rate equal to the greater of 6.5% or the
three-month US dollar LIBOR rate plus 3.85% and additional
interest that may be paid in cash or in kind, at the option of the
Company, at a rate equal to the greater of 7.5% or the three-month
US dollar LIBOR rate plus 4.85%.  The cash portion of the interest
will be payable in kind until December 2008.  A payout fee of 5%
of the term loan will be paid to lenders upon repayment or
maturity of the loan.

"The level of support we have received from our shareholders
and lenders is a strong indication of their ongoing belief in SR
Telecom, its people, its products and its WiMAX strategy," said
Serge Fortin, SR Telecom's president and chief executive officer.  
"While it is clear that much remains to be done for SR Telecom to
regain positive and sustainable momentum, these additional funds
will enable us to execute on our growth strategy even though the
delay in finalizing today's announcement has had a negative impact
on manufacturing schedules and deliveries, and will have an
unfavourable effect on second and third quarter results."

                       Amendments to terms

In connection with entering into this new term loan, the syndicate
of lenders has agreed to amend some of the terms of the initial
advances under the credit facility and the convertible term loan.
The maturity date has been amended to match the maturity date of
this new financing and the cash portion of the interest will be
payable in kind until December 2008.

In addition, amendments were also made to the terms of the credit
facility and the convertible term loan for the portion of the debt
held by two of the lenders, who are not company insiders, whereby
their respective portions would be convertible into common shares
of the company at a price of $0.114 per share.  As well, the
conversion price of the portion of the convertible term loan held
by one of the lenders was amended to the same price.

As some of the parties participating in the financing are related
parties of the company, as defined by applicable securities
legislation in Quebec and Ontario, the financing is considered a
related-party transaction.  However, it is exempt from the
valuation and minority approval requirements, as it is a loan to
the company obtained on reasonable commercial terms that are no
less advantageous to the company than if the loan had been
obtained from persons that were dealing at arm's length with the
company.

The company will file a material change report less than 21 days
prior to the closing date of the financing, a shorter period that
is reasonable and necessary under the circumstances, which will
allow the company to complete the transaction in a timely manner
in order to finance its operations and execute on its growth
strategy.

                    Status update on results

The company intends to update its financial statements and
accompanying management's discussion and analysis for the periods
ended Dec. 31, 2006, and March 31, 2007, in the coming days.

                       Going Concern Doubt

There is substantial doubt about the appropriateness of the use of
the going concern assumption because of the uncertainty concerning
the outcome of the company's financing initiatives and because of
the company's losses for the current and prior years, negative
cash flows, reduced availability of supplier credit and lack of
operating credit facilities.  

For the quarter ended March 31, 2007, the company realized a net
loss of CDN$12.2 million and used cash of CDN$12.4 million in its
continuing operating activities.  The company had a net loss of
CDN$115.6 million and used cash of CDN$45.2 million in its
continuing operations for the year ended Dec. 31, 2006.

                         About SR Telecom

Headquartered in Quebec, Canada, SR Telecom (TSX: SRX) --
http://www.srtelecom.com/-- delivers broadband wireless access     
(BWA) solutions that enable service providers to deploy voice,
Internet and next-generation services in urban, suburban and
remote areas.


TSG INC: Disclosure Statement Hearing Continued to August 1
-----------------------------------------------------------
The Honorable Tom R. Cornish of the United States Bankruptcy Court
for the Eastern District of Oklahoma will continue the hearing to
consider the adequacy of TSG Inc.'s disclosure statement
explaining its Chapter 11 Plan of Liquidation to Aug. 1, 2007, at
9:00 a.m., at U.S. Post Office & Courthouse in courtroom 215.

As reported in the Troubled Company Reporter on June 11, 2007,
the Plan contemplated an orderly liquidation of the Debtors'
assets to maximize the distribution to its creditors.

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

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

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

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

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


TUNEUP MASTERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Tuneup Masters, Inc.
        750 West 5th Street, Suite 300
        Fort Worth, TX 76102

Bankruptcy Case No.: 07-42933

Chapter 11 Petition Date: July 5, 2007

Court: Northern District of Texas (Fort Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Jeff P. Prostok, Esq.
                  Matthew G. Maben, Esq.
                  Forshey & Prostok, LLP
                  777 Main St., Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 877-8855
                  Fax: (817) 877-4151

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


US ENERGY: Names Richard Nevins as Interim Chief Executive Officer
------------------------------------------------------------------
U.S. Energy Systems Inc. completed its previously announced search
for an interim chief executive officer, and has appointed Richard
Nevins to the position.  Mr. Nevins has nearly 30 years of
financial, executive and director-level experience working with
companies in addressing financial challenges.

Prior to joining USEY, Mr. Nevins was managing director and co-
head of recapitalization and restructuring at Jefferies & Company,
Inc. from 1998 until February of 2007, during which time his role
included advising companies and creditors as well as, in an
executive capacity, establishing and leading Jefferies'
international restructuring business.  Mr. Nevins left Jeffries in
February of 2007 to start an independent advisory firm.  From 1985
until 1998 he worked in a restructuring advisory capacity as a
managing director at Smith Barney and at Drexel Burnham Lambert
where his principal focus was on out-of- court restructuring, as
well as on an independent basis.

USEY's board of directors stated: "We are pleased that USEY has
successfully retained the services of Richard Nevins to lead the
company.  Richard brings extensive experience and valuable
perspective, having served in a broad range of capacities,
including as CEO and board member, and as financial advisor to
companies as well as to creditors and creditor committees.  We
believe that [Mr. Nevins]'s experience, qualifications and
reputation are consistent with our immediate and short-term needs
to position the company for long-term success and enhancement of
shareholder value."

Interim CEO Richard Nevins said, "USEY has a compelling set of
assets and my focus will be on positioning the Company to enhance
its value for shareholders while preserving and strengthening its
financing relationships."

                    About U.S. Energy Systems

U.S. Energy Systems, Inc. -- http://www.useyinc.com/-- (Nasdaq:
USEY) owns of green power and clean energy and resources.  USEY
owns and operates energy projects in the United States and United
Kingdom that generate electricity, thermal energy and gas
production.

The company has a 100% interest in U.S. Energy Biogas Corp., which
owns and operates 23 landfill gas to energy projects in the United
States, 20 of which produce electricity and three of which sell
landfill gas as an alternative to natural gas.  The company also
has a 100% interest in Plymouth Envirosystems Inc., which owns a
50% interest in Plymouth Cogeneration Limited Partnership.
Plymouth Cogeneration Limited Partnership owns and operates a
combined heat and power plant in Massachusetts that produces
1.2MWs of electricity and 7 MWs of heat.  The company further has
a 79% interest in GBGH LLC, which owns energy assets and mineral
rights in the United Kingdom including a 42MW gas-fired power
plant and gas licenses for about 100,000 acres of onshore
natural gas properties and mineral rights in North Yorkshire,
England.  GBGH is the parent company of UK Energy Systems Ltd.

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
U.S. Energy Systems Inc. had previously reported that it has
insufficient funds to make certain capital contributions required
under the UK financing arrangements between September and
December of 2007.

If the UK financing parties were to declare the UK financing
arrangements in default and exercise remedies, such action could
involve foreclosure on substantially all of the company's assets
and would have a material adverse effect on the company.  In that
circumstance, the company is unable to provide assurances that it
would be able to avoid bankruptcy or insolvency proceedings.


VISANT HOLDING: Moody's Affirms Corporate Family Rating at B1
-------------------------------------------------------------
Moody's Investors Service affirmed the existing ratings of Visant
Holding Corporation and changed the outlook to developing from
positive.  The developing outlook follows the company's
announcement that it is reviewing strategic and capital market
alternatives, as this announcement creates uncertainty regarding
the company's future capital structure and credit metrics.  
Moody's also affirmed all existing ratings for Visant Corporation,
the operating subsidiary of Visant Holding Corporation.

A summary of Moody's actions are:

Visant Holding Corp.

-- Outlook Changed to Developing from Positive
-- Affirmed B1 CFR
-- Senior Unsecured Bonds, affirmed B3, LGD 5, 86%

Visant Corporation

-- Senior Subordinated Bonds, Affirmed B1, LGD4, 54%
-- Senior Secured Bank Credit Facility, Affirmed Ba1, LGD2, 13%

Visant, a leading marketing and publishing services enterprise,
services school affinity, direct marketing, fragrance and
cosmetics sampling and educational publishing markets.  The
company maintains headquarters in Armonk, New York, and its annual
revenue is about $1.5 billion.


WELD WHEEL: Judge Venters Confirms Chapter 11 Liquidation Plan
--------------------------------------------------------------
The Honorable Jerry W. Venters of the U.S. Bankruptcy Court for
the Western District of Missouri confirmed Weld Wheel Industries
Inc. and its debtor-affiliates' Joint Chapter 11 Plan of
Liquidation.

                       Plan Implementation

As reported in the Troubled Company Reporter on April 24, 2007,
the Debtors say that on the effective date of the Plan, the
Estates will be substantively consolidated and all claims by one
estate against another will be extinguished.  The Debtors will be
dissolved as soon as practicable after the Effective Date.

All of Debtors' property will be vested exclusively with the Plan
Trust, to be administered by the Plan Trustee.  The Plan Trustee
will be authorized to sell or otherwise dispose of all remaining
property of the Estates, bring actions to avoid prepetition
transactions, recover property under Chapter 5 of the Bankruptcy
Code, to object to Claims and to exercise all the rights, powers
and duties of a Chapter 11 Trustee.  The Plan Trustee will make
the distributions anticipated by the Plan and the Plan Trust
Agreement.

                       Treatment of Claims

Under the Plan, Administrative Claims and Priority Claims will be
paid in full and in cash.  Other Priority Claims will also be paid
in full.

PNC Bank's Secured Claim will be paid from excess escrow amount.  
Remaining Equipment Lender Claims will be paid from escrowed sale
proceeds.

General Unsecured Creditors, in full satisfaction of their claims,
will receive a pro rata share of the cash available after payment
in full of or reserve for Administrative Expense Claims, Priority
Tax Claims, Other Priority Claims, and all Plan Trust expenses.  
General Unsecured Creditors will also receive a pro rata share of
1/2 of the excess escrow amount up to $2 million and all of the
remaining excess escrow amount in excess.

Holders of Intercompany Claims and Equity Interests will not
receive any distributions under the Plan.

A full-text copy of the Debtors' Amended Disclosure Statement
explaining their Joint Liquidating Plan is available for free at:

               http://ResearchArchives.com/t/s?1dbf  

                         About Weld Wheel

Kansas City, Missouri- based Weld Wheel Industries, Inc., nka XWW
Inc. -- http://www.weldracing.com/-- manufactures forged alloy
wheels to enhance the performance and appearance of racecars, off-
road trucks, luxury pickups, SUV's, premium motorcars, customs,
hot rods, and motorcycles.  Weld Wheel and its two debtor-
affiliates filed for Chapter 11 protection on Aug. 17, 2006 (Bankr
W.D. Mo. Case No. 06-42105).  Cynthia Dillard Parres, Esq., and
Laurence M. Frazen, Esq., at Bryan Cave LLP, represent the
Debtors.  Lisa A. Epps, Esq., at Spencer Fane Britt & Browne LLP
and Kim Martin Lewis, Esq., at Dinsmore & Shohl LLP represent the
Official Committee of Unsecured Creditors.  Mesirow Financial
Consulting LLC gives financial advice to the Committee.  When the
Debtors sought protection from their creditors, they estimated
assets and debts at $10 million to $50 million.


WENDY'S INT'L: Triarc Wants to Participate in Sale Process
----------------------------------------------------------
Mr. James V. Pickett, the chairman of Wendy's International
Inc.'s Board of Directors, received a letter from Mr. Nelson
Peltz, the chief executive officer of Trian Fund Management LP
and chairman of Triarc Companies Inc. regarding Wendy's decision
to explore a possible sale of the company.  

In his letter, Mr. Peltz said Triarc objects to the restrictive
one-year standstill clause contained in a draft confidentiality
agreement which Wendy's financial advisors provided to Triarc
on June 22, 2007.

The draft confidentiality agreement stated Wendy's agreement
to provide confidential information to Triarc so that Triarc can
consider and evaluate a possible transaction with Wendy's.

Mr. Peltz also said that Wendy's lack of response and the market
feedback clearly indicate that Wendy's would prefer to sell
itself to anyone other than Triarc.

Mr. Peltz explained that while Trian will support the
transaction that is best for all Wendy's shareholders, Trian
believes that Triarc is a natural, strategic buyer for the
company and should be encouraged to participate in the
process.

Triarc, Mr. Peltz continued, is considering whether it will
participate in the sale process and requests Wendy's confirmation
that it will be provided access to the terms of the staple
financing being offered by Wendy's financial advisors and that
its access to the rating agencies and insurers/surety providers
will not be impeded by Wendy's in any way.

In a June 18, 2007 press statement, Wendy's disclosed that
the Special Committee of its Board of Directors, which is
reviewing the company's strategic options, has decided to
explore a possible sale of the company.  

The company however did not provide a specific timetable for the
process.

JP Morgan, as lead advisor, and Lehman Brothers Inc., as
co-advisor, is conducting the sale exploration process in
conjunction with the Special Committee.

The Special Committee is also evaluating a possible
securitization financing.  Such a securitization could be used
by a potential buyer or in a recapitalization of the company.
Lehman Brothers, as lead structuring advisor, and JP Morgan,
as co-structuring advisor, are leading the evaluation on
behalf of the Special Committee.

Wendy's says there is no assurance that the steps announced
will result in any changes to the company's current plans, or
that any transaction will be consummated.  A sale transaction
would require approval by the full Board of Directors and
shareholders.  In addition, the steps announced do not preclude
the possibility of the company pursuing other strategic
alternatives in the future.

The company plans to report developments regarding the
Special Committee's actions only as circumstances warrant.

                           About Triarc

New York City-based Triarc Companies Inc. is a holding company
and, through its subsidiaries, the franchisor of the Arby's(R)
restaurant system and the owner and operator of over 1,000 Arby's
restaurants located in the United States.  

                           About Wendy's

Headquartered in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- and its subsidiaries     
operate, develop, and franchise a system of quick service and fast
casual restaurants in the Americas, Asia, the Pacific Rim, Europe
and the Middle East.

                           *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service lowered all ratings of Wendy's
International, Inc. and placed all ratings on review for further
possible downgrade.  Affected ratings include the company's
Ba2 corporate family rating which was lowered to Ba3 and
its (P)B1 preferred stock shelf rating which was lowered to (P)B2.

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.  All ratings remain on
CreditWatch with negative implications, where they were placed
on April 26, 2007.


* Baker Botts Welcomes Andrei Yakovlev as Partner in London Office
------------------------------------------------------------------
Andrei Yakovlev, who has represented global investment banks and
both corporate and sovereign issuers in debt and equity offerings
and M&A matters with a particular emphasis on Eastern/Central
Europe, Central Asia, the Middle East and Turkey, joined
Baker Botts as partner in the firm's Corporate Department.  He
will be based in London.
    
Mr. Yakovlev is a U.S., U.K. and Russian-qualified lawyer.  He has
more than 12 years of experience in a wide range of international
corporate and sovereign finance and M&A matters.  He also has
extensive experience in complex sovereign and corporate debt
restructuring -- both negotiated and litigated.

He represented global investment banks in connection with the
restructuring of Yugoslav debt after the disintegration of that
country and worked on the extensive restructuring of Russian
sovereign, corporate and bank debt following the 1998 Russian
financial crisis.
    
"Andrei's extensive international debt and equity transactional
experience will provide our clients the type of intricate legal
guidance needed into today's global marketplace," Walt Smith,
managing partner of Baker Botts, said.  "His familiarity with
doing business in a number of international settings fits our
commitment as a major international law firm to provide high-
quality service to our clients around the world."
    
In addition to his debt and equity offering experience, Mr.
Yakovlev has significant experience in international arbitrations
involving international finance and foreign investment.  He has
arbitrated complex, high-value international disputes arising out
of defaults on sovereign and corporate debt securities and
financial guarantees, financial derivatives, breach of investment
protection obligations, petroleum development contracts and
telecommunications concessions.
    
"Andrei's client connections and depth of expertise in offerings
and M&A in Eastern and Central Europe will significantly expand
our ability to assist clients on cutting-edge projects in the
region," David Kirkland, corporate department chair of Baker
Botts, said.  "Andrei has had key roles in a number of the
region's most significant transactions over the past 10 years, and
is a major addition to our practice group."
    
"I am delighted to join Baker Botts," Mr. Yakovlev said.  "The
firm places a particular emphasis on the expansion of its practice
in key emerging markets in Europe, Middle East and Asia, which
goes to the heart of my practice."
   
Mr. Yakovlev graduated in law from Moscow State Institute of
International Relations.  He holds a masters' degree in law from
the University of London, and a masters and doctorate in law from
Northwestern University in Chicago.

He joins Baker Botts after nearly 10 years of experience at Dewey
Ballantine where he was a partner and head of Capital Markets for
Eastern/Central Europe, Central Asia and Turkey.
    
Prior to joining Baker Botts, Yakovlev worked with major law firms
in New York, London and Moscow. In addition to his legal practice,
Mr. Yakovlev teaches International Economic Law at Queen Mary,
University of London.  In addition to his legal practice, Mr.
Yakovlev teaches International Economic Law at Queen Mary,
University of London.
    
                      About Baker Botts L.L.P.
    
Baker Botts L.L.P. -- http://www.bakerbotts.com/-- was founded in  
1840, is an international law firm with offices in Austin,
Beijing, Dallas, Dubai, Hong Kong, Houston, London, Moscow, New
York, Riyadh and Washington.  With approximately 750 lawyers,
Baker Botts provides a full range of legal services to regional,
national and international clients.  Baker Botts corporate lawyers
handle a full range of capital market, merger and acquisition,
corporate governance, and bankruptcy and restructuring matters.  
The firm's capital market expertise encompasses securities and
other financings, including both public offerings and private
placements of equity and debt and more complex securities for
issuers and underwriters.  Baker Botts lawyers work on mergers,
acquisitions, dispositions and slit-off transactions, well as
bankruptcy and other restructurings.  


* BOOK REVIEW: Distressed Investment Banking: To the Abyss and
               Back
--------------------------------------------------------------
Authors:    Henry F. Owsley, Peter S. Kaufman
Publisher:  Beard Books
Hardcover:  236 pages
List Price: $74.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982676/internetbankrupt

This book is the definitive work on distressed investment banking
by two widely acknowledged leaders in this field.

Dealing with the restructuring of troubled companies, an insider's
view is provided on the methods and complexities of this
fascinating area of investment banking.

It demystifies what investment bankers really do and coveys
difficult concepts in easy-to-understand terms.

Particular focus is directed toward non-conflicted advice to
boards of directors interested in recoveries for shareholds.

Attorneys, accountants, crisis managers, business students, judges
and investment bankers, as well as management and directors of
distressed companies will all find this book interesting.

                             *********

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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