TCR_Public/070709.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 9, 2007, Vol. 11, No. 160

                             Headlines

ACANDS INC: Travelers Settles Case for $449 Million
ADVANCED MEDICAL: Offers $4.3 Billion for Bausch & Lomb
ADVANCED MEDICAL: Moody's Retains Review on Low-B Ratings
AIR CANADA: S&P Affirms Long-Term Corp. Credit Rating at B
ALERT CELLULAR: Case Summary & 20 Largest Unsecured Creditors

AMP'D MOBILE: Gets Court OK to Employ Bayard Firm as Counsel
AMP'D MOBILE: Brings In Sherwood Partners as Financial Advisor
AMR CORP: Unit Sells 30% ARINC Stake to Carlyle for $194 Million
ARCADIUS DEVELOPMENT: Case Summary & Nine Largest Unsec. Creditors
ARINC INC: Six Airlines to Sell Over 90% of Shares to Carlyle

AZCO MINING: March 31 Balance Sheet Upside-down by $3.6 Million
BALLY TOTAL: Discloses Receipt of Alternate Restructuring Proposal
BAUSCH & LOMB: Receives Merger Proposal from Advanced Medical
BCE INC: Four Banks to Earn $172 Million on Ontario Teacher's Bid
CARDTRONICS INC: Plans to Offer $125 Million of Senior Notes

CARDTRONICS INC: Acquisition Cues S&P to Affirm B+ Credit Rating
CJC DEVELOPMENT: Case Summary & Largest Unsecured Creditor
CLAREGOLD TRUST: S&P Rates CDN$2.1MM Class L Certs. at B-
CONTINENTAL AIRLINES: Sells ARINC Stake to Carlyle
CROWN HOLDINGS: Fitch Affirms B+ Issuer Default Rating

DANA CORPORATION: Reaches Agreement with USW and UAW
DBI INVESTMENTS: Voluntary Chapter 11 Case Summary
DELTA AIR: Inks Signs Pact Selling ARINC Stake to Carlyle
EISAMAN REAL: Case Summary & 20 Largest Unsecured Creditors
EMERITUS CORP: Nets $305.3 Million from Public Offering

FIFTH AVENUE: Case Summary & Seven Largest Unsecured Creditors
FORMICA BERMUDA: Fletcher Deal Cues S&P to Withdraw Ratings
GENER8XION ENT: Posts $455,779 Net Loss in Quarter Ended March 31
GENERAL GROWTH: Declares $0.45 per Share Dividend due July 31
GENESIS HEALTHCARE: Tender Offers of Senior Notes Expires Today

HAIGHTS CROSS: Inks Recapitalization Pact with Investors
HAIGHTS CROSS: Okays Enhanced Severance Payments for Key Employees
HAIGHTS CROSS: Unit Receives Default Notice from Bear Stearns
HEXION SPECIALTY: Huntsman Offer Cues S&P's Negative Watch
HILTON HOTELS: Shares Up 37% to $45.71

HILTON HOTELS: Blackstone Agreement Cues Moody's to Review Ratings
IMAX CORP: Expects to File Annual Report Before August 1
INSIGHT HEALTH: Noteholders Supports Amended Prepackaged Plan
INTERTAPE POLYMER: Shareholders Reject Proposal to Sell Company
INTERTAPE POLYMER: Moody's Puts Rating on Review & May Downgrade

J&F I FINANCE: S&P Puts Corporate Credit Rating at B
JOAN FABRICS: Court Okays Sale of All Assets for $29 Million
JR HALE: Case Summary & 20 Largest Unsecured Creditors
KIDS INK: Case Summary & 18 Largest Unsecured Creditors
MEDICOR LTD: Wants Court Nod on $1.5 Million DIP Financing

MILA INC: Deteriorating Market Conditions Cue Bankruptcy Filing
MILA INC: Court Gives Nod on Chapter 11 Trustee Appointment
MOVIE GALLERY: S&P Junks Credit Rating on Covenant Violation
N-45 FIRST: Moody's Upgraded Class E Certificates to Ba1
NORTHWEST AIRLINES: Sells ARINC Stake to Carlyle

NORTHWEST AIRLINES: Distributes Cash and 401(K) Contributions
NOVELIS INC: $841,000 of Senior Notes Tendered
NYLSTAR INC: Voluntary Chapter 11 Case Summary
OPTI CANADA: Completes $750 Million Financing
PACIFIC LUMBER: Bank of NY Wants KPMG's Fees Paid by Estate Funds

PACIFIC LUMBER: May Employ Baker Botts as Bankruptcy Counsel
PENINSULA GAMING: S&P Lifts Corporate Credit Rating to B+ from B
RADNET MANAGEMENT: Moody's Lifts Corporate Family Rating to B2
RADNET MANAGEMENT: S&P Rates $445 Million Secured Facility at B
RAG SHOPS: Court OKs Rosen Slome as General Bankruptcy Counsel

RAG SHOPS: U.S. Trustee Appoints Five-Member Creditors' Committee
RF MICRO: Registers Resale of $375 Million Convertible Notes
RITCHIE (IRELAND): Court Gives Interim Nod on LeBoeuf as Counsel
RITCHIE (IRELAND): Gets Interim Nod on Matheson as Irish Counsel
RJ GATORS: Wants to Access Wachovia Cash Collateral

ROBBINSDALE APARTMENTS: Case Summary & 3 Largest Unsec. Creditors
RUNNING HORSE: La Jolla Wants Relief from Stay Terminated
RUNNING HORSE: U.S. Trustee Amended Official Committee Composition
SAMSONITE CORP: CVC Capital Buyout Cues S&P's Negative Watch
SANITEC INDUSTRIES: Files for Chapter 11 Protection in California

SANITEC INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
SEA CONTAINERS: Court Approves $176.5 Million DIP Financing
SKILLED HEALTHCARE: IPO Completion Cues S&P to Lift Ratings
SOLUTIA INC: Recorded Claims Transfers as of July 2
STATION CASINO: Moody's Assigns Corporate Family Rating at (P)B2

SWIFT & COMPANY: Tender Offer Expiration Extended Until Tomorrow
SWIFT & CO: S&P Revises CreditWatch to Positive from Developing
TOWER ENTERPRISES: Case Summary & 12 Largest Unsecured Creditors
TWEETER HOME: Gets Final Court OK to Use GECC Cash Collateral
TWEETER HOME: Asset Sale Procedures Get Court Approval

UNITED AIR: Unit Expects $40 Million Gain in Sale of ARINC Stake
US AIRWAYS: Inks Agreement Selling ARINC Stake to Carlyle
WAMU MORTGAGE: Moody's Assigns Low-B Ratings to Two Certificates
WOLF RIVER: Case Summary & 20 Largest Unsecured Creditors

* BOND PRICING: For the week of July 2 - July 6, 2007

                             *********

ACANDS INC: Travelers Settles Case for $449 Million
---------------------------------------------------
The Travelers Companies, Inc., disclosed Friday that it has
entered into a settlement to resolve fully all current and future
asbestos-related coverage claims against Travelers and its
subsidiaries relating to ACandS, Inc.

Under the settlement agreement, Travelers will contribute
$449 million to a trust to be established pursuant to ACandS' plan
of reorganization.  In connection with the settlement, Travelers
expects to cede approximately $84 million to its reinsurers, for a
net settlement of $365 million.  Travelers will fund the
settlement from its existing asbestos reserves and does not
anticipate any impact on earnings as a result of the settlement.

"ACandS has been one of our most significant and longest-standing
asbestos exposures," said Jay S. Fishman, Chairman and Chief
Executive Officer.  "Eliminating the uncertainty inherent in this
litigation makes this a very good outcome for our company and our
shareholders."

The settlement is subject to a number of contingencies, including
final court approval of both the settlement and a plan of
reorganization for ACandS.

The Wall Street Journal, citing the Associated Press, reports that
the settlement comes after a federal court reinstated the Debtor's
lawsuit in January 2006.  The Debtor claimed that Travelers was
liable for 45% of the $2.8 billion it paid to settle asbestos-
related claims.

                           About Travelers

Based in Saint Paul, Minn., The Travelers Companies, Inc., fka The
St. Paul Travelers Companies, Inc., -- http://www.travelers.com/
-- provides a range of commercial and personal property and
casualty insurance products and services to businesses, government
units, associations and individuals.

                             About ACandS

Headquartered in Lancaster, Pennsylvania, ACandS Inc. was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on Sept. 16, 2002 (Bankr. Del.
Case No. 02-12687).

Laura Davis Jones, Esq., Curtis A. Hehn, Esq., James E. O'Neill,
Esq., and Michael Paul Migliore, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub, P.C., represent the Debtor in its
restructuring efforts.

Kathleen Campbell Davis, Esq., Aileen F. Maguire, Esq., Mark T
Hurford, Esq., and Marla Rosoff Eskin, Esq., at Campbell & Levine,
LLC, represent the Official Committee of Asbestos Personal Injury
Claimants.  When the Company filed for protection from its
creditors, it estimated debts and assets of over $100 million.

                      Chapter 11 Plan Update

The Hon. Judith K. Fitzgerald approved the adequacy of the
Debtor's Amended Disclosure Statement explaining their proposed
Plan of Reorganization on Oct. 3, 2003.  On Jan. 26, 2004, Judge
Fitzgerald entered Proposed Findings of Fact and Conclusions of
Law Re Chapter 11 Plan Confirmation (Doc. 979), recommending that
the U.S. District Court deny confirmation of the Debtor's Plan.
On Feb. 5, 2004, the Debtor and the Creditors Committee jointly
filed with the U.S. District Court for the District of Delaware an
objection to the Bankruptcy Court's Proposed Findings.  In that
filing, the Debtor and the Committee asked the District Court to
reject the Bankruptcy Court's Findings and Conclusions and confirm
the proposed chapter 11 plan.

In a report published in the Troubled Company Reporter, the Debtor
has asked the Court to extend is exclusive period to file a
chapter 11 plan of reorganization to Oct. 9, 2007.  The Debtor
said that it was still in negotiations with the Official Committee
of Asbestos Personal Injury Claimants and the future claimants'
representative to reach a consensus on the terms of a new plan.


ADVANCED MEDICAL: Offers $4.3 Billion for Bausch & Lomb
-------------------------------------------------------
Advanced Medical Optics Inc. has submitted a proposal to acquire
Bausch & Lomb for $75 per share in cash and AMO stock.  AMO was
designated as a party that B&L can continue to negotiate with
despite the end of the "go shop" period.  The proposal values
Bausch & Lomb at approximately $4.3 billion in equity value.

Under the terms of the AMO proposal, each Bausch & Lomb share
would be exchanged for $45 in cash and a fixed number of shares of
AMO common stock having a value of $30 at the time of signing a
definitive agreement.  AMO expects the transaction to be
marginally dilutive on a cash basis in year one and significantly
accretive on a cash basis in year two.

"We are pleased that B&L's board has determined that our offer is
bona fide and is reasonably likely to result in a superior offer,"
said AMO chairman, president and CEO Jim Mazzo.  "We look forward
to working with them to reach a definitive agreement as soon as
possible and believe our bid represents a strategically and
financially superior proposal to B&L's existing merger agreement."

A combination of Advance Medical and Bausch & Lomb would:

   a) Significantly expand AMO's global scale and scope.  With
      sales in over 100 countries and operations in over 50, B&L's
      global reach would more than double AMO's direct presence
      and would greatly enhance its ability to expand market
      opportunities and margins.

   b) Broaden and deepen AMO's product portfolio.  B&L's strengths
      are in contact lenses and lens care, eye drops for dry eye,
      allergies and inflammation, vitamins for ocular health,
      vitreoretinal surgical products and post-operative
      prescription products.   Combining these with AMO's eye
      care, cataract and refractive products and technologies
      would create a broad-based product offering for physicians,
      which is consistent with AMO's strategy of providing the
      complete refractive solution.

   c) Enhance ability to generate efficiencies and innovation.
      The combined global platform would provide significant
      opportunities to enhance efficiencies and create
      productivity improvements.  Economies of scale would allow
      both companies to build on their unique and complementary
      heritages of product leadership and innovation within
      ophthalmology through increased investment in R&D.

"This is a truly unique opportunity that would enable AMO to
accelerate our strategic goal of providing a full range of
advanced technologies to address the vision needs of patients of
all ages, " Mr. Mazzo said.  " I am confident that delivering on
this strategy will allow us to generate significant value for
shareholders and create new opportunities for our combined
employee base. "

"The AMO and B&L businesses complement each other and together
would provide increased scale, scope and the enhanced ability to
generate productivity and efficiency improvements.  Through a
focus on integrating the best of both businesses, well as the sale
of some non-core assets, our goal is to create a stronger, more
competitive combined company with a platform for sustained,
profitable growth."

"AMO's successful acquisition strategy, combined with strong
organic growth, has enabled the company to grow its enterprise
value from $410 million in 2002 to $3.8 billion today," Mr. Mazzo
added.

"This strong track record makes us confident that we can deliver
significant value through a transaction with B&L.  We have already
identified sufficient cost-saving opportunities that would make
the transaction accretive on a cash basis in year two.  We are
also confident in our ability to continue to effectively manage
our existing businesses and deliver on our current and future
financial commitments."

"A team of outside advisors will work in conjunction with the
management teams to complete a rapid and successful integration.
B&L has played an historic role in our industry and we have
enormous respect for its proud heritage and skilled employees.
Together, I believe we have a unique opportunity to create a
company that is capable of changing the face of our industry and
will bring benefits to our patients, customers, employees and
shareholders."

AMO has conducted a thorough review of the potential antitrust
issues in connection with the proposed transaction, and it is
confident it will be able to address these issues in a timely
manner.

The cash consideration has been fully committed by Goldman Sachs
and will be financed using a combination of bank and public debt.
AMO expects that the combined company's leverage at the time of
closing will be in line with AMO's pro forma leverage at the time
of the closing of the IntraLase transaction.

AMO expects to continue its due diligence.  There can be no
assurance that the proposal will result in any transaction.  The
company does not anticipate providing additional information about
the proposed transaction unless and until it deems further public
comment to be required.

Goldman Sachs is acting as financial advisor and Skadden, Arps,
Slate, Meagher & Flom LLP is acting as a legal advisor to AMO

                        About Bausch & Lomb

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

                    About Advanced Medical Optics

Headquartered in Santa Ana, California, Advanced Medical Optics
-- http://www.amo-inc.com/-- (NYSE: EYE) develops, manufactures
and markets ophthalmic surgical and contact lens care products.
The company has operations in Germany, Japan, Ireland, Puerto
Rico and Brazil.


ADVANCED MEDICAL: Moody's Retains Review on Low-B Ratings
---------------------------------------------------------
Moody's Investors Service maintains Advanced Medical Optics, Inc.
ratings on review for possible downgrade following AMO's
announcement of its offer for Bausch & Lomb, Inc. for $75 per
common share in a combination of $45 in cash and $30 in AMO common
stock.

The proposed transaction is valued at approximately $5 billion,
including approximately $830 million of debt.

AMO's offer is subject to termination of BOL's previously
announced merger agreement with affiliates of Warburg Pincus LLC
and the execution of a definitive merger agreement with BOL The
AMO offer is conditioned upon, among other things:

    (1) approval from both AMO and BOL shareholders;
    (2) regulatory approvals and
    (3) certain additional due diligence by AMO.

Additionally, the AMO offer contains a $130 million termination
fee in the event the transaction does not close due to the failure
to obtain requisite financing or antitrust clearance.

Moody's understands that the BOL Board of Directors, following the
recommendation of a Special Committee, favors the AMO offer.
Further, Moody's understands that the BOL Special Committee and
its advisors will engage in further discussions with AMO regarding
its offer.

"The review for possible downgrade is based, in part, on the
belief that if the business combination is completed, the pro
forma leverage of the combined entity would be considerably higher
than AMO's leverage on a standalone basis," said Sidney Matti,
Analyst.  Given the expectation that the merger will be financed
with a significant amount of debt, a multi-notch downgrade could
occur, although it should be noted that AMO's financing plan has
not yet been made known.  Additionally, the review will focus on
the financial impact of the recall of the company's Complete
MoisturePlus contact lens solution product.

AMO's ratings were originally placed on review for possible
downgrade on May 29, 2007 following AMO's announcement that it
voluntarily withdrew its Complete MoisturePlus contact lens
solution based on information received from the U.S. Centers for
Disease Control and Prevention regarding Acanthamoeba keratitis
infections from the Acanthamoeba microorganism.

These ratings remain on review for possible downgrade:

    -- B1 Corporate Family Rating;

    -- B1 Probability of Default Rating;

    -- Ba1 (LGD2/14%) rating on $300 million senior secured
       revolver due 2013;

    -- Ba1 (LGD2/14%) rating on $450 million senior secured term
       loan B due 2014;

    -- B1 (LGD4/50%) rating on $250 million senior subordinated
       notes due 2017; and

    -- B3 (LGD5/81%) rating on $251 million convertible senior
       subordinated notes due 2024.

Bausch & Lomb, Inc., headquartered in Rochester, New York, is a
leading worldwide provider of eye care products, including contact
lens, lens care, ophthalmic pharmaceuticals and surgical products.
For the twelve months ended March 31, 2007, BOL reported
approximately $2.3 billion in revenues.  Currently, BOL's senior
unsecured debt rating is Ba1 and is under review for possible
downgrade.

Advanced Medical Optics, Inc., headquartered in Santa Ana,
California, is a global leader in the development, manufacturing
and marketing of ophthalmic surgical and contact lens care
products.  For the twelve months ended March 31, 2007, AMO
reported approximately $1 billion in revenues.


AIR CANADA: S&P Affirms Long-Term Corp. Credit Rating at B
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' long-term
corporate credit rating on Montreal, Quebec-based national carrier
Air Canada.  The outlook is stable.

"The rating reflects Air Canada's continued exposure to the
cyclical and competitive airline industry, weak free cash flow
generation, and high leverage," said Standard & Poor's credit
analyst Greg Pau.  "These factors outweigh the company's strong
position in the domestic market, innovative marketing and cost-
control efforts, and strong travel demand in the past two years,"
Mr. Pau added.  Air Canada operates a fleet of 199 aircraft (334
including Jazz's fleet) and generated revenue of CDN $10.1 billion
in 2006.

Air Canada's key strength is its dominant position in the domestic
market.  Through its extensive route network, reputable loyalty
program, transparent tiered ticket pricing, and marketing efforts
to frequent business travelers, the company maintains a defendable
advantage over WestJet Airlines Ltd., and captures 60% of the
market.  These efforts have also allowed the company to increase
direct Web-based purchases and reduce commission costs.  In the
past two years, Air Canada has also benefited from the financial
distress of the U.S. airlines, posting strong growth and capturing
a 38% share in the U.S. transborder market.  Competition could
intensify once the U.S. airlines face less financial pressure.

Air Canada faces a difficult industry environment characterized by
intense fare competition, high and volatile fuel prices, highly
geared participants, and an ongoing security threat from
terrorism.  Despite two consecutive years of strong passenger
demand, emerging low-cost airlines are likely to constrain pricing
power and prevent significant revenue improvement.

The stable outlook on Air Canada reflects its defendable market
position and the positive effect of its cost-control and marketing
efforts, offset by a challenging operating environment.  The
potential for a rating or outlook revision is constrained by Air
Canada's weak financial risk profile, hefty capital expenditure
program, and post-retirement deficit.  The rating could only be
raised if there is significant deleveraging through equity
injection.  Conversely, the rating could be lowered if the
company's liquidity significantly weakens and cash flow from its
expanded fleet capacity falls materially short of expectation.


ALERT CELLULAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Alert Cellular, L.C.,
        aka Alert Cellular, L.L.C.
        aka Get Mobile
        dba Alert Cellular
        dba The Mobile Store
        4180 Via Real, Suite E
        Carpinteria, CA 93013

Bankruptcy Case No.: 07-10918

Type of business: The Debtor is an authorized wireless retailer
                  for Verizon and T-Mobile.  See
                  http://alertcellular.com

Chapter 11 Petition Date: July 3, 2007

Court: Central District Of California (Santa Barbara)

Debtor's Counsel: Malhar S. Pagay, Esq.
                  Pachulski, Stang, Ziehl, Young & Jones
                  10100 Santa Monica Boulevard, 11th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Fax: (310) 201-0760

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
J.P. Morgan Chase           bank loan               $2,756,684
80 West Broadway,
Suite 200
Salt Lake City, UT 84101

Reliance Communications     trade debt                $113,678
20 A Commerce Way
Totowa, NJ 7512

Global Warranty Group       trade debt                 $89,195
500 Middle Country Road
St. James, NV 11780

Brightstar                  trade debt                 $78,797

Cellular Max, Inc.          trade debt                 $55,228

Mayer Hoffman McCann-       trade debt                 $53,620
C.B.I.Z.

Technocel                   trade debt                 $44,600

Wireless Xcessories         trade debt                 $40,965

A.D.V.O.                    trade debt                 $38,639

Dewerd Capital Partners     trade debt                 $36,000

Aerovoice                   trade debt                 $35,481

Staples                     trade debt                 $35,272

Federal Express             trade debt                 $33,758

Wireless One                trade debt                 $32,923

U.P.S.                      trade debt                 $25,407

Affordablecom               trade debt                 $21,979

Fedex Kinko's               trade debt                 $19,458

Palmer Promotional          trade debt                 $18,952
Products

Business Systems Solutions  trade debt                 $16,856

Precision Sign              trade debt                 $16,732


AMP'D MOBILE: Gets Court OK to Employ Bayard Firm as Counsel
------------------------------------------------------------
Amp'd Mobile Inc. obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to employ The Bayard Firm
as its bankruptcy counsel, nunc pro tunc to June 1, 2007.

Bayard is expected to provide bankruptcy advice, including
assistance in the preparation of the requisite petitions,
pleadings, exhibits, lists and schedules in connection with
the Debtor's Chapter 11 case.

Specifically, Bayard will:

  (a) take all necessary actions to protect and preserve the
      Debtor's estate, prosecute actions on the Debtor's behalf,
      defend any actions commenced against the Debtor, negotiate
      disputes in which the Debtor is involved and prepare
      objections to claims filed against the Debtor's estate;

  (b) provide legal advice with respect to the Debtor's powers
      and duties as debtor-in-possession in the continued
      operation of its business and management of its
      properties;

  (c) negotiate, prepare and pursue confirmation of a plan of
      reorganization and approval of a disclosure statement;

  (d) prepare, on the Debtor's behalf, necessary motions,
      applications, answers, orders, reports and other legal
      papers in connection with the administration of the
      Debtor's estate;

  (e) appear in Court and protect the Debtor's interest before
      the Court; and

  (f) assist with any disposition of the Debtor's assets, by
      sale or otherwise.

The Debtor will pay Bayard according to the firm's customary
hourly rates:

     Professional                               Hourly Rates
     ------------                               ------------
     Directors                                  $440 to $675
     Associates and Counsel                     $205 to $415
     Paralegals & Case Management Assistants    $180 to $85

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

Steven M. Yoder, Esq., a director and shareholder of Bayard,
assures the Court that his firm does not represent any interest
adverse to the Debtor and its estate, and is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code.

Mr. Yoder discloses that Bayard may have been or may be currently
representing these parties, among others, in matters unrelated to
the Debtor's case:

  * ADT,
  * AT&T,
  * BAX Global,
  * CDW,
  * Circuit City,
  * Let's Talk,
  * Major League Baseball,
  * Motorola,
  * Sony BMG Music,
  * Sprint PCS,
  * Verizon Wireless, and
  * Warner Bros.

Mr. Yoder also discloses that on June 1, 2007, the Debtor sent
Bayard a $35,000 retainer through wire transfer.  About $11,436 of
the Retainer was drawn to pay for Bayard's prepetition fees and
expenses.  A balance of $23,563, which will be applied to future
fees and expenses, remains in the Debtor's client trust account.

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

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 7;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


AMP'D MOBILE: Brings In Sherwood Partners as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Amp'd
Mobile Inc. authority to employ Sherwood Partners LLC as its
financial advisor, nunc pro tunc to June 1, 2007.

Sherwood is expected to:

  (a) assist the Debtor in preparing and filling financial
      documents or reports;

  (b) assist the Debtor with determining whether or not its
      business is viable on a going forward basis;

  (c) assess the Debtor's postpetition finances, including its
      revenues and its disbursements;

  (d) assist the Debtor in preparing cash flows, which
      accompany its cash collateral motion as well as those in
      support of a DIP financing or plan of reorganization;

  (e) advise the Debtor with regard to the financial viability
      of any reorganization plan;

  (f) review the performance of the Debtor's management;

  (g) participate in discussions with Debtor's counsel, as
      necessary;

  (h) meet with the Debtor's representatives and representatives
      of important constituents including the Debtor's secured
      creditor, Kings Road Investment, Ltd., its financial
      advisors and any other significant creditors or parties as
      necessary;

  (i) analyze and advise the Debtor regarding proposed sales of
      any assets; and

  (j) assist the Debtor with regard to litigation and contested
      matters that arise in the bankruptcy case including
      assistance to the Debtor on matters that the Debtor
      commences.

The Debtor intends to employ five Sherwood professionals and pay
those professionals in accordance with the firm's hourly rates:

         Michael A. Maidy               $500
         Andrew De Camara               $400
         Neal Gluckman                  $400
         Edward Traum                   $400
         Tim Cox                        $300

The Debtor may hire more Sherwood professionals as deemed
necessary.

The Debtor has agreed to indemnify Sherwood under certain
circumstances.

Mr. Maidy, president of Sherwood, assures the Court that his firm
does not represent any interest adverse to the Debtor and its
estate, and is a ?disinterested person? as the term is defined
under Section 101(14) of the Bankruptcy Code.

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

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 7;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


AMR CORP: Unit Sells 30% ARINC Stake to Carlyle for $194 Million
----------------------------------------------------------------
AMR Corporation's wholly-owned subsidiary, American Airlines,
Inc., along with five other airlines, entered into a Stock
Purchase Agreement with ARINC Inc., and Radio Acquisition Corp.,
an affiliate of the Carlyle Group.

Under the agreement, the airlines, holding over 90% of ARINC
shares, will sell their respective stakes to Radio Acquisition.
The sale is expected to close before Oct. 31, 2007.

According to the company, it expects to receive proceeds of
approximately $194 million and record a $140 million gain from the
sale.

According to the Wall Street Journal, AMR has a 30% stake in
ARINC.

WSJ adds that along with American Airlines, the other airlines in
the deal are:

    * UAL Corp.'s United Air Lines Inc.,
    * Continental Airlines Inc.,
    * Delta Air Lines Inc.,
    * Northwest Airlines Corp. and
    * US Airways Group Inc.

                         About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--
is an equity firm with $46.9 billion under management.  Carlyle
invests in buyouts, venture & growth capital, real estate and
leveraged finance in Asia, Europe and North America, focusing on
aerospace & defense, automotive & transportation, consumer &
retail, energy & power, healthcare, industrial, technology &
business services and telecommunications & media.  The firm has
invested $24 billion of equity in 576 transactions for a total
purchase price of $101.8 billion.  Carlyle portfolio companies
have more than $68 billion in revenue and employ more than 200,000
people around the world.

                           About ARINC

ARINC Inc. -- http://www.arinc.com/-- provides transportation
communications and systems engineering.  The company has locations
in Germany, Spain, China, Japan, Taiwan, Thailand and Singapore,
among others.

                      About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

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


ARCADIUS DEVELOPMENT: Case Summary & Nine Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Arcadius Development, L.L.C.
        14820 Ballantyne Country Club Drive
        Charlotte, NC 28277

Bankruptcy Case No.: 07-01462

Type of business: The Debtor develops real estate.

Chapter 11 Petition Date: July 5, 2007

Court: Eastern District of North Carolina (Raleigh)

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Arcadius Investors, L.L.C.                          $1,800,000
Attention: Managing Agent
100 North Tryon Street,
Suite 4700
Charlotte, NC 28202

Egis Southeast Realty Cap                           $1,000,000
Attention: Managing Agent
14820 Ballntyn Country CI
Charlotte, NC 28277

LS3P Associates, Ltd.                                 $746,825
Attention: Managing Agent
205 1/2 King Street
Charleston, SC 29401

Buric Construction Cons.                              $173,289

Mactec Engineering &                                   $82,015
Construction

Bovis Lend Lease, Inc.                                 $75,737

Village Realty                                         $56,000

Ward & Smith, P.A.                                      $8,000

McColl & Associates, Inc.                               $3,000


ARINC INC: Six Airlines to Sell Over 90% of Shares to Carlyle
-------------------------------------------------------------
Six U.S. airlines, holding more than 90% of Arinc Inc., have
agreed to sell their respective stakes to an affiliates of The
Carlyle Group, The Wall Street Journal reported Friday.

The airlines include:

    * AMR Corp.'s American Airlines,
    * UAL Corp.'s United Airlines Inc.,
    * Continental Airlines Inc.,
    * Delta Air Lines Inc.,
    * Northwest Airlines Corp. and
    * US Airways Group Inc.

Under the agreement, which is expected to close before Oct. 31,
2007, the airlines will sell their stake to Radio Acquisition
Corp., a Carlyle affiliate.  WSJ relates that the deal is expected
to generate as much as $1 billion.

The report adds that financial details of the agreement wasn't
disclosed, citing an Arinc spokeswoman.

                          About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--
is an equity firm with $46.9 billion under management.  Carlyle
invests in buyouts, venture & growth capital, real estate and
leveraged finance in Asia, Europe and North America, focusing on
aerospace & defense, automotive & transportation, consumer &
retail, energy & power, healthcare, industrial, technology &
business services and telecommunications & media.  The firm has
invested $24 billion of equity in 576 transactions for a total
purchase price of $101.8 billion.  Carlyle portfolio companies
have more than $68 billion in revenue and employ more than 200,000
people around the world.

                         About ARINC Inc.

ARINC Inc. -- http://www.arinc.com/-- provides communications and
IT services to the global aviation industry and the U.S. military
and other government agencies.  The company has locations in
Germany, Spain, China, Japan, Taiwan, Thailand and Singapore,
among others.

                           *     *     *

As reported in the Troubled Company Reporter on July 6, 2007,
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.  According to S&P,
"[t]he revision follows the announcement that ARINC will be sold
to the Carlyle Group."


AZCO MINING: March 31 Balance Sheet Upside-down by $3.6 Million
---------------------------------------------------------------
Azco Mining Inc.'s consolidated balance sheet at March 31, 2007,
showed $4.4 million in total assets and $8 million in total
liabilities, resulting in a $3.6 million total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $1.2 million in total current
assets available to pay $8 million in total current liabilities.

The company reported a net loss of $737,372 on zero sales for the
third quarter ended March 31, 2007, compared with a net loss of
$489,519 on sales of $1,205 for the same period ended March 31,
2006.

The decrease in sales is a result of cessation of sales of mica-
filled plastic pellets.

The increase in net loss is mainly a result of the increase in
other expenses.  Other expenses for the quarter ended March 31,
2007, were $270,897 as compared to other income of $275,888 for
the comparable quarter ended March 31, 2006.

The increase in other expenses is mainly attributable to the
increase in accretion of discounts on notes payable and lease
liability aggregating $1.0 million and the increase in interest
expense of $197,623, mainly consisting of interest recognized on
debt conversion, and was offset in the current period by an
increased gain on derivative instruments liability of $685,269
which arose in connection with a financing lease and convertible
debentures.

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?2170

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Stark Winter Schenkein & Co. LLP, in Denver, Colorado, expressed
substantial doubt about Azco Mining Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2006.  The
auditing firm cited that the company has suffered recurring losses
from operations, has no current source of operating revenues, and
needs to secure financing.

                         About Azco Mining

Azco Mining Inc. (Other OTC: AZMN.PK) -- http://www.azco.com/--
is a mining and exploration company.  The company owns the Summit
gold-silver property and a mill site and processing equipment in
southwestern New Mexico, mineral lease rights to the Ortiz gold
property in north-central New Mexico, a high-quality mica mine and
processing facility near Phoenix, and a large resource of
micaceous iron oxide in La Paz County, Arizona.


BALLY TOTAL: Discloses Receipt of Alternate Restructuring Proposal
------------------------------------------------------------------
Bally Total Fitness disclosed Friday that its Board of Directors
has received a letter from current shareholders Liberation
Investments, L.P., Liberation Investments, Ltd., Harbinger Capital
Partners Master Fund I, Ltd. and Harbinger Capital Partners
Special Situations Fund L.P., which proposes an alternate chapter
11 plan of reorganization for the company.

The company is engaging in discussions with these shareholders
and, subject to the execution of confidentiality agreements, will
provide due diligence access to these shareholders for the
purposes of their proposal being further refined and proposed
definitive documentation being provided to the Board for review
and consideration.

The shareholders have agreed to complete their due diligence by
July 20, 2007, and the company has asked that proposed definitive
documentation be negotiated by that date.

There are no assurances that any agreement will be reached with
the shareholders.

                Solicitation for Prepackaged Plan

As previously reported, the company is currently soliciting
consents to its prepackaged plan of reorganization, as to which
holders of 63% of its Senior Notes and more than 80% of its Senior
Subordinated Notes have signed a Restructuring Support Agreement.

The expiration of the company's solicitation of consents for its
proposed plan of reorganization is July 27, 2007.

The company will continue soliciting consents from noteholders
while the Board engages in discussions with these shareholders.

                         About Bally Total

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


BAUSCH & LOMB: Receives Merger Proposal from Advanced Medical
-------------------------------------------------------------
Bausch & Lomb has received from Advanced Medical Optics a proposal
to acquire 100% of the outstanding shares of Bausch & Lomb in a
merger in which Bausch & Lomb's shareholders would receive, per
share of Bausch & Lomb stock, $45 in cash and $30 in AMO stock,
valued based on the average closing price of the AMO common stock
for five trading days prior to the date on which a definitive
agreement is signed.

The AMO Proposal is subject to termination of Bausch & Lomb's
merger agreement with affiliates of Warburg Pincus LLC and the
execution of a definitive merger agreement with AMO.

The AMO Proposal's terms include that AMO will have up to 12
months to close the transaction and that interest would be paid in
cash with respect to the purchase price by AMO at the rate of 7.2%
per annum beginning six months after a definitive merger agreement
is executed.  The proposal is not subject to a financing
condition.

AMO has submitted a financing commitment letter in connection with
the proposal.  The AMO Proposal is conditioned upon:

     (1) approval by AMO's shareholders and Bausch & Lomb's
         shareholders;

     (2) regulatory approvals; and

     (3) certain additional due diligence by AMO.

The AMO Proposal includes:

   (1) a proposed $130 million reverse termination fee payable by
       AMO to Bausch & Lomb in the event the transaction does not
       close due to the failure to obtain requisite financing or
       antitrust clearance; and

   (2) proposed reimbursement by AMO of Bausch & Lomb's expenses
       up to $35 million if AMO fails to obtain the approval of
       its shareholders.

The AMO Proposal provides for:

   (1) a proposed $130 million termination fee payable under
       certain circumstances by Bausch & Lomb to AMO in the event
       of termination of an agreement with AMO in connection with
       the exercise by the Bausch & Lomb Board of Directors of its
       fiduciary duties; and

   (2) a proposed reimbursement of AMO's expenses up to
       $35 million under the same circumstances in which such
       expenses are reimbursable under the Warburg Pincus
       Agreement.

The Bausch & Lomb board of directors, after the recommendation of
a Special Committee composed entirely of independent directors,
has determined that the AMO Proposal is bona fide and is
reasonably likely to result in a superior proposal, as defined in
the Warburg Pincus Agreement.

AMO has therefore been designated an "excluded party" as defined
in the Warburg Pincus Agreement.  By designating AMO an excluded
party, Bausch & Lomb is permitted, subject to certain conditions,
to continue negotiating with AMO with respect to the AMO Proposal
despite the end of the "go shop" period.

The Special Committee and its advisors intend to engage in further
discussions with AMO regarding the AMO Proposal.  Bausch & Lomb
cautioned that the AMO Proposal is subject to a number of
contingencies which the Special Committee is continuing to
evaluate, including the requirement of approval by AMO's
shareholders as well as antitrust clearances, and that there could
be no assurance that the Special Committee would ultimately find
the proposal to be a superior proposal under the merger agreement.

Bausch & Lomb cautioned that the discussions with AMO may be
terminated at any time and that there can be no assurances as to
whether the AMO Proposal will ultimately result in a transaction
with Bausch & Lomb.  AMO is the only "excluded party" designated
by the Special Committee.

                      Warburg Pincus Agreement

As disclosed on May 16, 2007, Bausch & Lomb entered into the
Warburg Pincus Agreement, pursuant to which Warburg Pincus agreed
to acquire 100% of the outstanding shares of Bausch & Lomb for
$65 per share in cash.

The Warburg Pincus Agreement may be terminated under certain
circumstances, including if Bausch & Lomb receives and enters into
a definitive agreement with respect to a superior proposal and
provides advance notice to Warburg Pincus.

If the Warburg Pincus Agreement is terminated under these
circumstances with respect to an excluded party such as AMO,
Warburg Pincus will be entitled to a $40 million payment from
Bausch & Lomb.

Pending further discussions with AMO, Bausch & Lomb's board, after
the recommendation of the Special Committee of the board, has not
changed, and has reaffirmed, its recommendation of Bausch & Lomb's
pending merger with affiliates of Warburg Pincus pursuant to the
Warburg Pincus Agreement.

                   About Advanced Medical Optics

Headquartered in Santa Ana, California, Advanced Medical Optics
-- http://www.amo-inc.com/-- (NYSE: EYE) develops, manufactures
and markets ophthalmic surgical and contact lens care products.
The company has operations in Germany, Japan, Ireland, Puerto
Rico and Brazil.

                        About Bausch & Lomb

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

                        *     *     *

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

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

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

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


BCE INC: Four Banks to Earn $172 Million on Ontario Teacher's Bid
-----------------------------------------------------------------
Four banks could split as much as CDN$181 million, or
approximately $172 million, as a result of their assistance on the
Ontario Teacher's Pension Plan's bid for BCE Inc., Sean B.
Pasternak of Bloomberg reports.

As reported Troubled Company Reporter July 2, 2007, the company
has entered into a definitive agreement to be acquired by an
investor group led by Teachers Private Capital, the private
investment arm of the Ontario Teachers Pension Plan, Providence
Equity Partners Inc. and Madison Dearborn Partners, LLC.

The all-cash transaction is valued at CDN$51.7 billion
($48.5 billion), including CDN$16.9 billion ($15.9 billion) of
debt, preferred equity and minority interests.  BCE's Board of
Directors unanimously recommended that shareholders vote to accept
the offer.

According to Bloomberg, the banks include Citigroup Inc., Toronto-
Dominion Bank, Deutsche Bank AG, and Royal Bank of Scotland Group
Plc.  Deutsche Bank stands to earn 0.3% of the total price while
Royal Bank will get 0.35%, the report adds, citing two people
involved in the transaction.

Bloomberg relates that Bill Fox, BCE spokesman, declined to give
comments.

                            About BCE

BCE Inc. (TSX/NYSE: BCE) -- http://www.bce.ca/-- is Canada's
largest communications company, providing the most comprehensive
and innovative suite of communication services to residential and
business customers in Canada.  Under the Bell brand, the company's
services include local, long distance and wireless phone services,
high-speed and wireless Internet access, IP-broadband services,
information and communications technology services (or value-added
services) and direct-to-home satellite and VDSL television
services.  Other BCE holdings include Telesat Canada and an
interest in CTVglobemedia.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Fitch Ratings downgraded BCE's Issuer Default Rating and Senior
unsecured debt rating to BB- from BBB+.  The rating action follows
BCE's acceptance of a CDN$42.75 per share in cash buy-out offer
from Teachers Private Capital, a private investment affiliate of
the Ontario Teachers Pension Plan, Providence Equity Partners
Inc., and Madison Dearborn Partners, LLC.


CARDTRONICS INC: Plans to Offer $125 Million of Senior Notes
------------------------------------------------------------
Cardtronics, Inc., plans to offer $125.0 million aggregate
principal amount of 9-1/4% Senior Subordinated Notes due 2013,
subject to market and other customary conditions.

The notes are an additional issuance of Cardtronics' 9-1/4% Senior
Subordinated Notes due 2013, $200.0 million of which were
originally issued in August 2005.

The company intends to use the net proceeds from this offering,
together with available cash and borrowings under its revolving
credit facility, to fund its previously announced acquisition of
substantially all of the assets of the financial services business
of 7-Eleven, Inc., which is expected to close early in the third
quarter of 2007.

The notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended and outside the United States pursuant to
Regulation S under the Securities Act.  The notes have not been
registered under the Securities Act and may not be offered or sold
in the United States without registration or an applicable
exemption from the registration requirements.

                     About Cardtronics

Headquartered in Houston, Texas, Cardtronics Inc. --
http://www.cardtronics.com/-- is a non-bank owner/operator of
ATMs with more than 25,750 locations.  The company operates in
every major U.S. market, at approximately 1,700 locations
throughout the U.K., and at over 700 locations in Mexico.


CARDTRONICS INC: Acquisition Cues S&P to Affirm B+ Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its B+/Stable/--
corporate credit rating on Houston, Texas-based Cardtronics Inc.,
after the company's announced acquisition of the U.S. ATM
operations of 7-Eleven, Inc.  The outlook remains stable.

"The ratings on Cardtronics reflect its high leverage and
aggressive capital spending in a mature and consolidating
industry," said Standard & Poor's credit analyst David Tsui.
These factors partly are offset by Cardtronics' leading position
in the U.S. as an independent ATM provider and recurring revenue
streams.

Pro forma for the acquisition of 5,500 ATMs from 7-Eleven, Inc.,
Cardtronics owns about 60% of its network of approximately 31,000
ATMs and provides services for the balance.  Cardtronics' ATMs are
located in nonbanking sites, typically located in convenience
stores, grocery stores, drugstores and retailers. Contracts with
merchants are on average five to seven years, providing stable and
recurring revenue streams.  The company's top 15 customers account
for approximately 40% of revenues.

Cardtronics has grown rapidly since 2001, tripling the number of
ATMs in its network, primarily through acquisitions.  However, the
U.S. ATM industry is mature, and characterized by sharp
competition for high traffic, high volume sites.  Organic growth
opportunities, including the increased revenues associated with
bank and network branding initiatives and a growing presence in
the U.K. and Mexico provided some relief.


CJC DEVELOPMENT: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: C.J.C. Development, L.L.C.
        8266 South Fletcher Run Circle, Suite 101
        Cordova, TN 38016

Bankruptcy Case No.: 07-26162

Chapter 11 Petition Date: July 5, 2007

Court: Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Russell W. Savory, Esq.
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Gurbachan Grewal                                      $516,000
17001 Foothill Boulevard
Sylmar, CA 91342


CLAREGOLD TRUST: S&P Rates CDN$2.1MM Class L Certs. at B-
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ClareGold Trust's CDN $475.4 million commercial
mortgage pass-through certificates series 2007-2.

The preliminary ratings are based on information as of July 5,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings assigned to ClareGold Trust's
CDN $475.4 million commercial mortgage pass-through certificates
series 2007-2 reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
servicer and backup servicer, the economics of the underlying
mortgage loans, and the geographic and property-type diversity of
the underlying pool of loans.  Standard & Poor's has determined
that, on a weighted-average basis, the loan pool has a debt
service coverage ratio of 1.42x, a beginning loan-to-value ratio
of 90.9%, and an ending LTV of 73.3%.


                   Preliminary Ratings Assigned
                         ClareGold Trust

            Class               Rating           Amount
            -----               ------           ------
             A-1                 AAA        CDN$248,580,000
             A-2                 AAA        CDN$177,835,000
             X                   AAA                    N/A
             B                   AA           CDN$9,745,000
             C                   A            CDN$8,913,000
             D                   BBB         CDN$11,884,000
             E                   BBB-         CDN$2,377,000
             F                   BB+          CDN$4,160,000
             G                   BB           CDN$1,783,000
             H                   BB-          CDN$1,188,000
             J                   B+           CDN$1,188,000
             K                   B              CDN$594,000
             L                   B-           CDN$2,139,000
             M                   N.R.         CDN$4,992,737

                         N.R. -- Not rated.
                       N/A -- Not applicable.


CONTINENTAL AIRLINES: Sells ARINC Stake to Carlyle
--------------------------------------------------
Continental Airlines Inc., along with five other airlines, entered
into a Stock Purchase Agreement selling their stake in ARINC Inc.
to Radio Acquisition Corp., an affiliate of the Carlyle Group, the
Wall Street Journal reports.

The five other airlines are:

    * AMR Corp.'s American Airlines Inc.,
    * UAL Corp.'s United Air Lines Inc.,
    * Delta Air Lines Inc.,
    * Northwest Airlines Corp. and
    * US Airways Group Inc.

According to the report, the airlines, who holds over 90% of ARINC
shares, expects to gain around $1 billion. The sale is expected to
close before Oct. 31, 2007.

AMR said that it expects to receive $194 million from the sale
while UAL said it expect to get $125 million.

WSJ relates that the airlines declined to comment further on the
deal.

                          About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--
is an equity firm with $46.9 billion under management.  Carlyle
invests in buyouts, venture & growth capital, real estate and
leveraged finance in Asia, Europe and North America, focusing on
aerospace & defense, automotive & transportation, consumer &
retail, energy & power, healthcare, industrial, technology &
business services and telecommunications & media.  The firm has
invested $24 billion of equity in 576 transactions for a total
purchase price of $101.8 billion.  Carlyle portfolio companies
have more than $68 billion in revenue and employ more than 200,000
people around the world.

                           About ARINC

ARINC Inc. - http://www.arinc.com/-- provides transportation
communications and systems engineering.  The company has locations
in Germany, Spain, China, Japan, Taiwan, Thailand and Singapore,
among others.

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
3,100 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 138 international destinations.  More
than 400 additional points are served via SkyTeam alliance
airlines.  With more than 44,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries about 67 million passengers
per year.

                          *     *     *

As of March 2007, Continental Airlines carries Moody's Investors
Service's B2 corporate family rating.  The company also carries
Moody's B3 senior unsecured rating and Caa1 preffered stock
rating.


CROWN HOLDINGS: Fitch Affirms B+ Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed the ratings for Crown Holdings, Inc.,
and its subsidiaries Crown Cork & Seal Company, Inc., Crown
Americas, LLC, and Crown European Holdings, SA as:

Crown:

    -- Issuer Default Rating 'B+'.

CCS:

    -- IDR 'B+';
    -- Senior unsecured notes 'B/Recovery Rating of RR5'.

CA:

    -- IDR 'B+';
    -- Senior secured dollar term facility 'BB+/RR1';
    -- Senior secured dollar revolving facility 'BB+/RR1';
    -- Senior unsecured notes 'B+/RR4';

CEH:

    -- IDR 'B+';
    -- Senior secured euro term facility 'BB+/RR1';
    -- Senior secured euro revolving facility 'BB+/RR1';
    -- Senior secured euro 1st priority notes 'BB+/RR1';

Approximately $3.5 billion of debt is covered by the ratings.  The
Rating Outlook is Stable.

The ratings reflect Crown's leading market share across its
product categories, balanced revenue mix, geographic
diversification, good liquidity, modest near-term debt maturities,
volume growth in emerging markets, and focus on debt reduction.
Rating concerns include high leverage, escalating raw materials
and energy costs, intense competition in mature markets,
increasing cash deployment towards shareholders, and to a lesser
extent, asbestos liability.

The Stable Outlook reflects the relatively steady demand in
Crown's key end-markets, consistent operating performance and
solid cash generation.  The company's internationally balanced
asset portfolio is also a key factor lending stability to the
Outlook.

Crown has been challenged with substantially higher raw materials
costs over the past few years but has successfully passed higher
costs to its customer base in most cases.  Higher energy costs are
an additional pressure on margins.  Despite these challenges,
Crown has maintained stable profitability over the past several
quarters, and has repaid a meaningful portion of debt over the
past few years.  Free cash generation of $164 million in 2006 was
below Fitch's expectation.  Management has indicated that working
capital was the primary factor leading to lower than expected free
cash flow.

In late 2006, Crown added an additional $200 million of term debt
under its existing credit facility, using the proceeds to pay down
outstanding revolver balances and improve liquidity.  Fitch has
updated its recovery analysis to account for the additional
secured debt outstanding.

Despite the additional debt, the ratings on each debt class within
the capital structure remain unchanged.  Fitch expects that, in a
distressed scenario, all secured claims including the senior
secured credit facility (at CA and CEH) and the senior secured
first priority notes at CEH would obtain full recovery.  However,
the two unsecured classes (at CA and CCS) would likely be
impaired.  Compared to Fitch's previous analysis, the estimated
recovery value for holders of the unsecured debt held at CCS would
be reduced from the high end to the low end of the 'RR5' recovery
band (11% to 30%) due to the additional debt.  Fitch views the CCS
unsecured class as structurally subordinate to the unsecured class
at CA, and therefore rates the CA class one notch higher at
'B+/RR4'.

Crown maintains debt reduction as a top financial priority,
although the company was a net borrower in 2006.  Pension
contributions, asbestos payments, and shareholder distributions
are competing uses of cash.  Shareholder focused actions may be
gaining a larger share of excess cash distribution.  Crown
repurchased $135 million of stock in 2006 (after just $38 million
in 2005) and has $227 million remaining under its current
repurchase authorization.  Crown has indicated that excess cash in
2007 will be directed towards debt reduction and share repurchases
in roughly a two-thirds, one-third proportion.  The company is
targeting free cash flow in the $330 million to $370 million range
for 2007.

After expected cash asbestos payments of about $25 million, Crown
could direct $200 million or more towards debt reduction.  Greater
deleveraging could take place in 2008 if cash flows improve as
expected.

Fitch believes Crown's free cash flow target is achievable and
expects operating cash flows to improve over the intermediate
term, driven by volume growth, product mix, and lower pension
payments.  Fitch expects lower capital spending as certain foreign
investment projects have been completed.

As of March 31, 2007 the company's liquidity was about
$689 million, comprised of $278 million cash and $411 million of
available revolver.  The company has modest debt maturities of
$43 million and $39 million due in 2007 and 2008.  Crown's
financial position and debt service obligations offer substantial
flexibility for the next several years.  Crown divested the last
of its plastic packaging assets in 2006 and Fitch does not believe
further asset sales will be a source of funds for significant debt
reduction as they have been in the past.

At fiscal year-end 2006 Crown's credit metrics were relatively
stable year over year.  As of Dec. 31, 2006, the company had
operating EBITDA leverage of 4.4 times (x) (compared to 4.3x in
2005) and EBITDA interest coverage of 2.3x (compared to 2.3x in
2005).  It should be noted that Fitch's calculation of these
ratios is not equivalent to those allowed for covenant compliance,
which incorporate a provision for asbestos payments, among other
things. Covenants under the senior secured credit facilities limit
debt-to-EBITDA to 4.25x through Sept. 30, 2007 and EBITDA interest
coverage to 2.75x through the same date.  Requirements by FYE2007
will be 4.0x and 2.9x respectively.

Asbestos payments and new claims continue to decline steadily.
Crown paid $26 million for asbestos related settlements in 2007
compared to $29 million in 2005.  New claims fell by nearly 50%
year over year and the company expects payments of $25 million in
2007.

Looking ahead, key risks and challenges include escalating raw
materials and energy costs.  Fitch believes Crown may face
stronger headwinds from rising raw materials prices, particularly
for aluminum in North America, as price ceilings contained in some
supplier contracts are removed.  These ceilings may have partially
shielded the company from the dramatic escalation in aluminum
prices in recent quarters.  If further cost increases are not
completely passed through or if there is a lag in pass through,
profitability could be challenged.

Crown should continue to see solid volume and revenue growth in
certain emerging markets.  Productivity and cost reduction
initiatives are also beginning to show results so far in 2007.
Competition will remain fierce in mature markets and volume losses
are always a possibility.  However, Crown rebounded strongly from
volume losses in early 2006, capturing new volume in higher margin
specialty can products.


DANA CORPORATION: Reaches Agreement with USW and UAW
----------------------------------------------------
Dana Corporation on Friday disclosed a series of interrelated
agreements that will substantially reduce the company's operating
costs and provide important momentum toward its emergence from
bankruptcy as a competitive, sustainable business.

The agreements consist of:

    - A settlement agreement with each of the United Steel Workers
      and the United Auto Workers, which will lower Dana's labor
      costs and replace the company's health care and long-term
      disability obligations for retirees and employees
      represented by these unions with Voluntary Employees'
      Beneficiary Association trusts to which Dana will contribute
      in aggregate approximately $700 million in cash, less
      certain benefit payments made prior to the effective date of
      the company's plan of reorganization, and approximately
      $80 million in common stock of the reorganized Dana;

    - An agreement with Centerbridge Capital Partners, L.P., and
      its affiliates on the terms under which the firm will invest
      up to $500 million in cash for convertible preferred stock
      in the reorganized Dana and facilitate an additional
      investment by other investors of up to $250 million in
      convertible preferred stock; and

    - A plan support agreement with the USW, the UAW, and
      Centerbridge, under which these parties will support a plan
      of reorganization filed by Dana that includes both the labor
      settlements and the Centerbridge investment agreement.

These agreements are subject to approval by the Bankruptcy Court
for the Southern District of New York, where the company's Chapter
11 bankruptcy proceeding is pending.  The union settlement
agreements are also subject to ratification by Dana's USW and UAW
employees, which the unions will seek in the near term.

"Through our negotiations with the USW and the UAW, and
negotiations with Centerbridge for the investment that will
contribute to our ability to fund the VEBAs, we have reached what
we believe are fair and constructive agreements," said Mike Burns,
Dana's chairman and chief executive officer.  "I am particularly
pleased that these agreements were reached as a result of a shared
commitment - from all of the involved parties - to the long-term
success and viability of Dana Corporation."

"We welcome the investment by Centerbridge, a private equity
investor with considerable expertise in the automotive industry
and complex restructurings.  Centerbridge brings a long-term
perspective and a strong commitment to assisting us in building a
solid future for Dana," Mr. Burns added.  "While there is a good
deal of work yet to be done, we are on track to file a
reorganization plan by the beginning of September and to emerge
from bankruptcy by year end."

                   Settlements with USW and UAW

Encompassed in the settlements with the USW and UAW are four-year
extensions of Dana's collective bargaining agreements with all of
its USW- and UAW-organized facilities in the United States and new
agreements with several recently organized facilities.  Among
other items, the extended and new bargaining agreements will
provide for the establishment of a two-tier wage structure at
certain affected U.S. operations, changes in disability benefits,
and a freeze on credited service and benefit accruals under the
pension plans for active employees represented by the USW and UAW.

"These agreements will resolve significant ongoing cost issues
when implemented and they provide important momentum toward our
completion of a reorganization plan that will position us to
operate as a competitive, sustainable business after emergence,"
Mr. Burns said.

Each of the union settlement agreements also calls for the
establishment of a VEBA to replace the company's current retiree
health care plans and long- term disability obligations for
employees covered by USW and UAW collective bargaining agreements.
A VEBA is a special, tax-deductible trust that can be used to
provide certain benefits, such as medical reimbursement, to
participants and their beneficiaries.

The settlement agreements provide that upon Dana's emergence from
bankruptcy, the company will contribute, in aggregate,
approximately $700 million in cash (less certain benefit payments
made prior to the effective date of the company's plan of
reorganization) and approximately $80 million in common stock of
reorganized Dana to the VEBAs in exchange for the termination of
Dana's obligation to provide non-pension retiree welfare benefits
for USW- and UAW-represented retirees and long-term disability
benefits to USW- and UAW-represented employees.  The company will
continue to provide benefits for these retirees and employees
under its existing plans until emergence.  Dana currently has an
aggregate of approximately $1.1 billion in unfunded non- pension
benefit and long-term disability obligations under its U.S. post-
retirement health care plans for USW- and UAW-represented retirees
and employees.

Dana estimates that the modifications to the USW and UAW
collective bargaining agreements and other provisions of the union
settlement agreements will collectively result in annual savings
of more than $100 million.

                  Agreement for Issuance of New Equity

Under terms of the investment agreement, Centerbridge will
purchase up to $500 million of convertible preferred stock of the
reorganized Dana and facilitate an additional investment of up to
$250 million in convertible preferred stock.

The conversion price will be based on trading prices of common
stock of the reorganized Dana during a short period after
emergence.  Using preliminary forecasts and a preliminary
valuation as an estimate of future market trading prices for the
reorganized Dana's common stock, the company estimates that the
$500 million of convertible preferred shares would represent less
than 25% of the fully diluted common stock of the reorganized Dana
on an as- converted basis.

Proceeds from the investment will be deployed in part to fund the
VEBA trusts that will be established under the settlement
agreements with the USW and UAW.

The closing of the Centerbridge investment will be subject to
Dana's filing of a plan of reorganization and a disclosure
statement by September 3, 2007, as well as other customary
conditions, but will not be subject to further due diligence.

Dana will be able to terminate its arrangements with Centerbridge
to accept an alternative transaction or plan under certain
circumstances, with the reasonable consent of the USW and UAW.

                            Initiatives

"Last November, to address the harsh reality that Dana had
generated more than $2 billion in losses over the past five years,
we announced a series of interdependent restructuring
initiatives," Mr. Burns added.  "These initiatives, affecting all
of the company's constituencies - our customers, suppliers, both
union and non-union employees and retirees - were designed to
result in an aggregate pre-tax annual income improvement of
$405 million to $540 million."

The Dana initiatives call for savings in five interrelated areas:

    1.  Achieving substantial price recovery from customers;

    2.  Optimizing Dana's U.S. manufacturing footprint, including
        the moving of certain operations to lower-cost sites;

    3.  Reducing labor costs by creating a more industry-
        competitive cost structure;

    4.  Eliminating retiree health and welfare costs; and

    5.  Reducing administrative costs.

"Without the settlements with the USW and UAW, essential savings
in other areas could be jeopardized," Mr. Burns said.  "With these
settlements, we will be solidly within the range of savings we
need to move forward with our plan of reorganization and emerge as
a competitive, sustainable business."

            About Centerbridge Capital Partners L.P.

Centerbridge is a $3.2 billion multi-strategy private investment
firm.  The firm is dedicated to partnering with world-class
management teams in a range of industry verticals.  Centerbridge's
investment style provides the flexibility to employ various
strategies to help companies achieve their operating and financial
objectives.  The limited partners of Centerbridge include many of
the world's most prominent financial institutions, university
endowments, pension funds, and charitable trusts.

                       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.


DBI INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: D.B.I. Investments, L.L.C.
        20 Swenson Way
        Dillon, MT 59725

Bankruptcy Case No.: 07-60783

Chapter 11 Petition Date: July 5, 2007

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtors' Counsel: James A. Patten, Esq.
                  Patten, Peterman, Bekkedahl & Green
                  Suite 300, The Fratt Building
                  2817 2nd Avenue N
                  Billings, MT 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


DELTA AIR: Inks Signs Pact Selling ARINC Stake to Carlyle
---------------------------------------------------------
Delta Air Lines Inc., along with five other airlines, entered into
a Stock Purchase Agreement selling their stake in ARINC Inc. to
Radio Acquisition Corp., an affiliate of the Carlyle Group, the
Wall Street Journal reports.

The five other airlines are:

    * AMR Corp.'s American Airlines Inc.,
    * UAL Corp.'s United Air Lines Inc.,
    * Continental Airlines Inc.,
    * Northwest Airlines Corp. and
    * US Airways Group Inc.

According to the report, the airlines, who holds over 90% of ARINC
shares, expects to gain around $1 billion. The sale is expected to
close before Oct. 31, 2007.

AMR said that it expects to receive $194 million from the sale
while UAL said it expect to get $125 million.

WSJ relates that the airlines declined to comment further on the
deal.

                          About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--
is an equity firm with $46.9 billion under management.  Carlyle
invests in buyouts, venture & growth capital, real estate and
leveraged finance in Asia, Europe and North America, focusing on
aerospace & defense, automotive & transportation, consumer &
retail, energy & power, healthcare, industrial, technology &
business services and telecommunications & media.  The firm has
invested $24 billion of equity in 576 transactions for a total
purchase price of $101.8 billion.  Carlyle portfolio companies
have more than $68 billion in revenue and employ more than 200,000
people around the world.

                           About ARINC

ARINC Inc. - http://www.arinc.com/-- provides transportation
communications and systems engineering.  The company has locations
in Germany, Spain, China, Japan, Taiwan, Thailand and Singapore,
among others.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 2007, the Court confirmed the Debtors' plan.

                         *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services raised its ratings on Delta Air
Lines Inc. (B/Stable/--), including raising the corporate credit
rating to 'B', with a stable outlook, from 'D', following the
airline's emergence from Chapter 11 bankruptcy proceedings.


EISAMAN REAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eisaman Real Estate, Inc.
        2217 South Calhoun Street
        Fort Wayne, IN 46802

Bankruptcy Case No.: 07-11854

Type of Business: The Debtor develops real estate property.

Chapter 11 Petition Date: July 5, 2007

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

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

Total Assets: $1,374,000

Total Debts:  $2,370,559

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Chase                            Line of Credit           $101,448
National Payment Services
P.O. Box 182223
Department OH1-1272
Columbus, OH 43218

The Blakley Corporation                                    $18,349
P.O. Box 50770
Indianapolis, IN 46250

Menard's                         Materials                  $9,583
P.O. Box 5219
Carol Stream, IL 60197

JS Construction                  Services                   $5,840

Lowes GE Consumer Finance        Materials                  $5,252

DeLage Landen                    Lease                      $4,960

Fort Wayne Newspapers            Services                   $4,107

CFS                              Carpet                     $3,663

Builder's Mart                   Materials                  $3,118

Lisa and Larry Mitchell                                     $3,000

City Glass Specialty, Inc.       Materials                  $2,884

Chase                                                       $2,595

NASF                             Checking Overdraft         $2,595

Mail Inc.                        Services                   $2,329

Imagistics International Inc.    Services                   $2,051

Porters Paint                    Materials                  $1,748

Home Appliance Leasing Corp.     Services                   $1,192

Offset One                       Services                   $1,031

Sherwin Williams                 Materials                    $999

Beckman Lawson, LLP              Materials                    $844


EMERITUS CORP: Nets $305.3 Million from Public Offering
-------------------------------------------------------
Emeritus Corporation has closed the public offering of 11,000,000
shares of common stock on July 3, 2007.  Approximately 10,500,000
shares were sold by the company and 500,000 shares were sold by
certain selling shareholders.  The company received net proceeds
of approximately $305.3 million after closing costs.

The proceeds from the offering will be used to retire
approximately $82.3 million in long-term debt and to pay
$181.4 million of the purchase price of approximately
$595.1 million, excluding closing costs for the acquisition of
52 properties, 44 of which are currently operated by the company
under long-term leases and eight of which are currently operated
by Summerville Senior Living Inc. under long-term leases.

The balance of $41.6 million will be used to finance facility
development, facility acquisitions and capital expenditures, and
also for other general corporate purposes.

"We believe the closing of our public offering and the subsequent
acquisition of 52 properties, along with the pending merger with
Summerville Senior Living Inc., has put Emeritus in a strong
position in the senior healthcare market and will allow us the
flexibility to continue to grow the business well into the
future," Dan Baty, CEO and chairman of the board, stated.

                     About Emeritus Corporation

Headquartered in Seattle, Washington, Emeritus Corporation (AMEX:
ESC) - http://www.emeritus.com/--is a national provider of
assisted living and Alzheimer's and related dementia care services
to seniors.  Emeritus is one of the operators of freestanding
assisted living communities located throughout the United States.
These communities provide a residential housing alternative for
senior citizens who need help with the activities of daily living
with an emphasis on assistance with personal care services to
provide residents with an opportunity for support in the aging
process.  Emeritus currently operates 206 communities representing
capacity for approximately 20,000 residents in 34 states.

At March 31, 2007, the company's balance sheet showed total assets
of $953 million and total liabilities of $1.1 billion, resulting
to a total shareholders' deficit of $111.6 million.


FIFTH AVENUE: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fifth Avenue Center, Inc.
        P. O. Box 3248
        Los Altos, CA 94024-0248S

Bankruptcy Case No.: 07-30841

Chapter 11 Petition Date: July 5, 2007

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Ruth Elin Auerbach, Esq.
                  711 Van Ness Avenue, Suite 440
                  San Francisco, CA 94102
                  Tel: (415) 673-0560
                  Fax: (415) 673-0562

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Seven Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
Sierra Energy                                $1,700,000
c/o Bullivant Houser Bailey
1415 L Street, Suite 1000
Sacramento, CA 95814

Wholesale Fuels                                $298,000
2200 East Brundage Lane
Bakersfield, CA 93307

IPC                                             $70,000
333 City Boulevard, West Suite 650
Orange, CA 92868

Granite State Insurance Co.                     $55,872

Coast Oil                                       $29,000

Daniel Bronson dba A Plus Electric               $8,712

Margaret S. Elrod                                $1,328


FORMICA BERMUDA: Fletcher Deal Cues S&P to Withdraw Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit and senior secured debt ratings on Formica Bermuda Holdings
Ltd.  S&P also removed the ratings from CreditWatch with
developing implications where they were placed May 23, 2007.  The
withdrawal follows the announcement by the company's parent,
Formica Corp. that its previously announced acquisition by New
Zealand-based Fletcher Building Ltd. had been completed.


GENER8XION ENT: Posts $455,779 Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
Gener8Xion Entertainment Inc. reported a net loss of $455,779 on
revenue of $4.1 million for the second quarter ended April 30,
2007, compared with a net loss of $2.6 million on revenue of
$535,502 for the same period ended April 30, 2006.

The increase in revenue is mainly attributable to the increase in
production revenue.  The increase in production revenue was partly
offset by the decrease in revenue from lighting products sales.

The decrease in net loss for the three months ended April 30,
2007, is primarily due to the revenue earned on the release of the
movie, "One Night with the King," and the decrease in general and
administrative expenses.

At March 31, 2007, the company's consolidated balance sheet showed
$7.4 million in total assets, $6.4 million in total liabilities,
and $940,860 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?2171

                         Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Gener8Xion Entertainment Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended
Oct. 31, 2006.  The auditing firm pointed to the company's
operating losses since inception.

                    About Gener8Xion Entertainment

Based in Burbank, California, Gener8Xion Entertainment Inc.
(OTC BB: GNXE.OB) -- http://www.8x.com/-- is an integrated media
company engaged in various operating activities including film and
television production and distribution, sales and rentals of film
and video equipment, systems integration and studio facility
management.


GENERAL GROWTH: Declares $0.45 per Share Dividend due July 31
-------------------------------------------------------------
General Growth Properties Inc. declared a dividend of $0.45 per
share, payable July 31, 2007, to common stockholders of record as
of July 17, 2007.

The current dividend represents an increase of 9.8% over the
comparable period one year ago.

Headquartered in Chicago, Illinois, General Growth Properties Inc.
(NYSE: GGP) -- https://www.generalgrowth.com/ -- is a publicly
traded Real Estate Investment Trust.  Including predecessor
companies, GGP has been in the shopping center business for over
fifty years.  General Growth owns, develops, operates, and/or
manages shopping malls in 44 states, well as Master Planned
Communities in three states, including Summerlin in Nevada, The
Woodlands and Bridgeland in Texas, and Columbia in Maryland.

                            *     *     *

Fitch rated its long term issuer default rating at BB and its bank
loan debt at BB on April 2005.

Moody's Investor Services assigned Ba2 rating on General Growth
Properties Inc.'s bank loan debt on October 2004.  The outlook is
stable.


GENESIS HEALTHCARE: Tender Offers of Senior Notes Expires Today
---------------------------------------------------------------
GEN Acquisition Corp. has extended its cash tender offers and
consent solicitations with respect to any and all of the 8% Senior
Subordinated Notes due 2013 (CUSIP Nos. 37184DAC5 and 37184DAA9)
and any and all of the 2.5% Convertible Senior Subordinated
Debentures due 2025 (CUSIP Nos. 37184DAE1 and 37184DAD3), issued
by Genesis HealthCare Corporation.

The new Expiration Date for both tender offers is 5:00 p.m., New
York City time, on July 9, 2007, unless the tender offers are
further extended or earlier terminated by GEN Acquisition at its
discretion.

The terms of the tender offers are amended accordingly.

The tender offers were made in connection with the agreement and
plan of merger dated as of Jan. 15, 2007, as amended, among GEN
Acquisition, GHC and GEN Acquisition's parent, FC-GEN Acquisition,
Inc., that provides for the merger of GEN Acquisition with and
into GHC, with GHC being the surviving corporation in the merger.

GEN Acquisition and Parent are owned by affiliates of Formation
Capital LLC and affiliates of JER Partners, which is the private
equity investment group affiliated with J.E. Robert Company Inc.

The tender offers were extended to coordinate the expiration of
the tender offers with the closing of the Acquisition.  GEN
Acquisition has received tenders from holders of 100% of the
8% Notes and 100% of the 2.5% Notes.

GEN Acquisition reserves the right to terminate, withdraw or amend
the tender offers and consent solicitations at any time, subject
to applicable law.

GEN Acquisition has retained UBS Investment Bank to act as Dealer
Manager in connection with the tender offers and consent
solicitations.  Questions about the tender offers and consent
solicitations may be directed to the Liability Management Group of
UBS Investment Bank at (888) 722-9555 x3374210 (toll free) or
(203) 719-4210 (collect).

Copies of the Tender Offer Documents and other related documents
may be obtained from Innisfree M&A Incorporated, the information
agent for the tender offers and consent solicitations, at (888)
750-5834 (noteholders call toll-free) or (212) 750-5833 (banks and
brokers call collect).

The tender offers and consent solicitations are being made solely
by means of the Tender Offer Documents.

               About Genesis HealthCare Corporation

Headquartered in Kennett Square, Pennsylvania, Genesis HealthCare
Corporation (NASDAQ: GHCI) -- http://www.genesishcc.com/-- is one
of the United States' long-term care providers with over 200
skilled nursing centers and assisted living residences in 13
eastern states.  Genesis also supplies contract rehabilitation
therapy to over 600 healthcare providers in 20 states and the
District of Columbia.

                          *      *      *

Moody's Investor Services assigned B1 rating on Genesis HealthCare
Corporation's senior subordinate debt and Ba3 rating on
probability of default effective Jan. 17, 2007.

Standard and Poors' rated B+ its long term foreign and local
issuer credit.


HAIGHTS CROSS: Inks Recapitalization Pact with Investors
--------------------------------------------------------
Haights Cross Communications, Inc., disclosed Friday that it has
entered into a recapitalization agreement with its key investors,
which, if completed, would result in a:

    * simplified capital structure through the elimination of its
      three classes of preferred stock,

    * reconstitution of its board of directors, and

    * dismissal of a lawsuit filed against the company by certain
      investors in HCC's Series B Senior Preferred Stock.

Under the terms of the recapitalization agreement, holders of the
company's Series B Senior Preferred Stock, together with the
holders of its Series A Preferred Stock, Series C Preferred Stock,
and Series A warrants, would convert all of their shares and
warrants into common stock and warrants to purchase common stock
at agreed upon rates, while all existing shares of common stock
and common stock warrants and options would be effectively
eliminated.  In addition, certain members of management would
acquire new shares of common stock under the terms of a management
stock purchase agreement.

If the recapitalization is completed, current holders of the
Series B Senior Preferred Stock would own approximately 82% of the
outstanding shares of common stock, while current holders of the
Series A and Series C Preferred Stock would collectively own
approximately 15% of the company's common stock, and management
would own the remaining 3%.

Under the terms of a shareholders agreement to be entered into at
the closing of the recapitalization, a new six member Board of
Directors would be composed of Mr. Peter J. Quandt, our current
Chairman and Chief Executive Officer, and five persons designated
by various former Series B and Series A holders.

Finally, upon the closing, the company and certain Series B
holders would enter into a release agreement, pursuant to which,
among other things, such holders would dismiss a pending legal
action against the company filed by certain investors in HCC's
Series B Senior Preferred Stock, in which they have asserted
claims under 8 Del. Code. ss. 220 and under a certain Investors
Agreement, dated December 10, 1999, seeking access to the
company's books and records.

Peter Quandt commented, "The recapitalization agreement represents
a significant milestone for Haights Cross. We are pleased to have
resolved the dispute with some of our equity investors which will
allow us to move forward with our business plans."

The closing of the recapitalization agreement is subject to the
satisfaction of certain stated conditions, including:

    (i) the waiver by the requisite holders of the company's
        Senior Secured Term Loans, Senior Notes and Senior
        Discount Notes of applicable "change of control" covenants
        that, absent such waiver, might apply in connection with
        the conversion of the preferred stock into common stock,
        and

   (ii) the execution and delivery of the agreements referred to
        above.

Evercore Partners served as financial advisor to the company in
completing the recapitalization agreement and will assist the
company in evaluating strategic alternatives following the closing
of the recapitalization.

A full-text copy of the Recapitalization Agreement dated June 29,
2007 is available for free at http://ResearchArchives.com/t/s?2174

                        About Haights Cross

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications Inc. -- http://www.haightscross.com/-- is a
premier educational and library publisher dedicated to creating
the finest books, audio products, periodicals, software and online
services, serving the following markets: K-12 supplemental
education, public library and school publishing, audio books, and
medical continuing education publishing.  Haights Cross companies
include: Sundance/Newbridge Educational Publishing (Northborough,
MA), Triumph Learning (New York, NY), Buckle Down Publishing (Iowa
City, IA), Options Publishing (Merrimack, NH), Recorded Books
(Prince Frederick, MD), and Oakstone Publishing (Birmingham, AL).

                           *     *     *

As reported in the Troubled Company Reporter on June 8, 2007,
Standard & Poor's Ratings Services placed its ratings on Haights
Cross Communications Inc., including the 'CCC+' corporate credit
rating, and ratings on subsidiary Haights Cross Operating Co. on
CreditWatch with negative implications, based on Standard & Poor's
concern about HCC's recent receipt of a notice of default from the
trustee of certain of its unsecured debt issues based on its
delinquency in filing financial statements.


HAIGHTS CROSS: Okays Enhanced Severance Payments for Key Employees
------------------------------------------------------------------
Haights Cross Communications, Inc., disclosed that in connection
with the Recapitalization Agreement, the company approved a plan
providing for enhanced severance payments to be made to an
identified group of key employees.

Under this plan, a participating employee would receive the
enhanced severance benefit if such employee's employment with the
company or the business unit of the Company at which such employee
works is terminated involuntarily without cause or voluntarily for
good reason during the one year period following the sale of the
company or the applicable business unit.  The enhanced severance
benefit for a participating employee would consist of salary and
medical benefit continuation for a specified severance period,
with the salary benefit to be payable in a lump sum.  The
severance period would range from six to 18 months, depending on
the participating employee's job classification.

Ms. Linda Koons, the company's Executive Vice President and
Publisher, Mr. Kevin M. McAliley, the company's Executive Vice
President and the President of Triumph Learning, and Mr. Mark
Kurtz, the Company's Vice President, Accounting and Finance, and
Chief Accounting Officer, each of whom are "named executive
officers," will be participating employees under the plan.

Under the plan, the severance period for Ms. Koons and Mr.
McAliley in respect of a qualifying termination following a sale
would be 18 months and the severance period for Mr. Kurtz would be
12 months.  These severance periods represent an increase of six
months from each such named executive officer's regular severance
arrangement.

                        About Haights Cross

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications Inc. -- http://www.haightscross.com/-- is a
premier educational and library publisher dedicated to creating
the finest books, audio products, periodicals, software and online
services, serving the following markets: K-12 supplemental
education, public library and school publishing, audio books, and
medical continuing education publishing.  Haights Cross companies
include: Sundance/Newbridge Educational Publishing (Northborough,
MA), Triumph Learning (New York, NY), Buckle Down Publishing (Iowa
City, IA), Options Publishing (Merrimack, NH), Recorded Books
(Prince Frederick, MD), and Oakstone Publishing (Birmingham, AL).

                           *     *     *

As reported in the Troubled Company Reporter on June 8, 2007,
Standard & Poor's Ratings Services placed its ratings on Haights
Cross Communications Inc., including the 'CCC+' corporate credit
rating, and ratings on subsidiary Haights Cross Operating Co. on
CreditWatch with negative implications, based on Standard & Poor's
concern about HCC's recent receipt of a notice of default from the
trustee of certain of its unsecured debt issues based on its
delinquency in filing financial statements.


HAIGHTS CROSS: Unit Receives Default Notice from Bear Stearns
-------------------------------------------------------------
Haights Cross Communications, Inc., disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that on
June 19, 2007, its wholly owned subsidiary, Haights Cross
Operating Company, received a notice of default from Bear Stearns
Corporate Lending Inc.

Bear Stearns is the as administrative agent under:

    (i) HCOC's $100 million Senior Secured Term Loan Agreement,
        dated as of August 20, 2003, by and among HCOC, the Agent,
        and other parties, and

   (ii) HCOC's $30 million Senior Secured Term Loan Agreement,
        dated as of December 10, 2004, by and among HCOC, the
        Agent, and other parties.

Under Section 6.1(a)(i) of the respective Term Loan Agreements,
the company, and HCOC, is, among other things, required to timely
deliver to the Agent within the time periods specified by the
Commission's rules and regulations the financial information
required to be contained in the company's Annual Report and
subsequent Quarterly Reports on Form 10-Q and to file all such
information with the Commission.

The Agent provided the notice to notify HCOC that it is in
violation of Section 6.1(a)(i) of the applicable Term Loan
Agreements as a result of the company's delay in the filing of the
Annual Report, and its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2007.

In addition, as a result of the delay in the filing of the
financial information, the interest rate on the outstanding
balance under the First Term Loan Agreement increased as of
April 18, 2007 from 9.86% to 11.36%.  The higher rate will remain
in effect until one business day after the financial information
is filed.

The Term Loan Agreements provide that HCOC has 60 days from
receipt of a notice of default to cure such default before an
event of default occurs under the Term Loan Agreements.  If an
event of default occurs under the Term Loan Agreements, then the
Agent or the lenders holding at least 25% in aggregate principal
amount of the loans then outstanding under each Term Loan
Agreement may thereafter choose to declare all loans then
outstanding under such Term Loan Agreement to be due and payable
immediately, subject to any agreed upon waiver or rescission of
acceleration.

As of June 22, 2007, $96.3 million and $29.3 million were
outstanding under the First Term Loan Agreement and the Second
Term Loan Agreement, respectively.

A failure by HCOC to observe any covenant under the Term Loan
Agreements, which failure entitles the requisite holders of the
loans issued under the Term Loan Agreements or the Agent to
accelerate the loans issued under the Term Loan Agreements, also
would constitute an event of default under HCOC's $30 million
Senior Secured Revolving Credit Facility, upon which HCOC has
never drawn and which has $0 in principal balance outstanding,
HCOC's Indenture for its 11-3/4% Senior Notes due 2011, and the
company's Indenture for the company's 12-1/2% Senior Discount
Notes due 2011, which could lead to an acceleration of the unpaid
principal and accrued interest under such agreements unless a
waiver is obtained.

As of June 22, 2007, $0 was outstanding under the Senior Facility
and $111.1 million and $170.0 million of the 12-1/2% Notes and
11-3/4% Notes, respectively, were outstanding.

                           Filing Delay

The company, on April 2, 2007, filed a Notification of Late Filing
with the SEC relating to the its inability to file on a timely
basis the company's Annual Report on Form 10-K for the year ended
December 31, 2006 as a result of:

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

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

On April 17, 2007, the company said that it was not yet in a
position to file the Annual Report insofar as the investigation
was still ongoing.

                      Other Default Notices

AS previously reported in the Troubled Company Reporter, the
company, on May 29, 2007, received a notice of default from Wells
Fargo Bank, National Association, as trustee under the company's
indenture for the company's 12-1/2% Senior Discount Notes due
2011.

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


                        About Haights Cross

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications Inc. -- http://www.haightscross.com/-- is a
premier educational and library publisher dedicated to creating
the finest books, audio products, periodicals, software and online
services, serving the following markets: K-12 supplemental
education, public library and school publishing, audio books, and
medical continuing education publishing.  Haights Cross companies
include: Sundance/Newbridge Educational Publishing (Northborough,
MA), Triumph Learning (New York, NY), Buckle Down Publishing (Iowa
City, IA), Options Publishing (Merrimack, NH), Recorded Books
(Prince Frederick, MD), and Oakstone Publishing (Birmingham, AL).

                           *     *     *

As reported in the Troubled Company Reporter on June 8, 2007,
Standard & Poor's Ratings Services placed its ratings on Haights
Cross Communications Inc., including the 'CCC+' corporate credit
rating, and ratings on subsidiary Haights Cross Operating Co. on
CreditWatch with negative implications, based on Standard & Poor's
concern about HCC's recent receipt of a notice of default from the
trustee of certain of its unsecured debt issues based on its
delinquency in filing financial statements.


HEXION SPECIALTY: Huntsman Offer Cues S&P's Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and other ratings on Columbus, Ohio-based Hexion Specialty
Chemicals Inc. on CreditWatch with negative implications.  The
ratings on related entities were also placed on CreditWatch.

"The rating action follows Hexion's announcement that it has made
a definitive proposal to acquire Huntsman Corp. for
$10.14 billion, including debt," said Standard & Poor's credit
analyst Paul Kurias.

In addition, there is a provision for an 8% increase in the offer
should the transaction, which is subject to shareholder and
regulatory approval, take more than nine months to complete.

At March 31, 2007, Hexion had approximately $3.7 billion in
adjusted debt and about $5.3 billion in revenues.

The proposed acquisition is large relative to Hexion's existing
operations, and will result in a global and highly diversified
chemicals producer with over $15 billion in annual revenue.  If
completed, the transaction could elevate Hexion's business profile
given the improved product mix, better diversification, and less
dependency on Hexion's core resins product.  However, the
financing of the transaction is likely to result in a highly
aggressive capital structure, more than offsetting the expected
benefits to the business profile.  S&P's note that Hexion is
already highly leveraged with total debt to EBITDA above 5x, and
that a debt-financed transaction could further stretch the
financial profile, even beyond a level appropriate for the
existing 'B' corporate credit rating.

S&P ratings on Salt Lake City, Utah-based Huntsman Corp. and all
related entities remain on CreditWatch with negative implications,
where they were placed on June 26, 2007.  The initial CreditWatch
listing reflected concerns following the announcement that
Luxembourg-based Basell AF S.C.A. and Huntsman had entered into a
definitive agreement under which Basell plans to acquire Huntsman
for $9.6 billion.  The transaction, which is subject to
shareholder and regulatory approval, has been approved by
Huntsman's board of directors and has the support of
MatlinPatterson and the Huntsman family, who collectively own 57%
of Huntsman's common stock.  It is now unclear which transaction
will be successful, although both have the strong potential to
result in downgrades.

S&P will resolve the CreditWatch on Hexion after meeting with
management to evaluate in detail the financing plans, financial
policies and strategy for the combined company, and the impact of
such a combination on the business and financial risk profiles.


HILTON HOTELS: Shares Up 37% to $45.71
--------------------------------------
Hilton Hotels Corporation's shares closed at $45.71 Friday,
marking a 37% increase and the company's highest since July 1980,
Michael Patterson of Bloomberg Reports.

As reported in the Troubled Company Reporter on July 5, 2007, the
company entered into a definitive merger agreement with The
Blackstone Group in an all-cash transaction valued at
approzimately $26 billion.  Under the agreement, Blackstone will
purchase all of Hilton's outstanding common stock at $47.50 per
share.

                         Rating Actions

As reported in the Troubled Company Reporter on July 6, 2007, as a
result of its transaction with Blackstone, Fitch Ratings
downgraded Hilton Hotels' issuer default rating to B from BB+.
Fitch says that although the terms of the transaction and
prospective capital structure have yet to be finalized, it
believes that the deal will likely result in a substantial
increase in leverage more consistent with ratings in the 'B'
category.  Fitch also placed all of Hilton Hotel's ratings under
Rating Watch Negative.

At the same time, Standard & Poor's Ratings Services also lowered
its corporate credit rating on Hilton Hotels to BB- from BB+.
According to S&P credit analyst Emile Courtney, the BB- rating
reflects S&P's expectation the deal will be completed and
represents the highest outcome that S&P deems appropriate given
its review on preliminary information available.  S&P also placed
Hilton Hotels' ratings on CrediWatch with negative implications.

              About Hilton Hotels Corporation

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


HILTON HOTELS: Blackstone Agreement Cues Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Hilton Hotels
Corporation on review for downgrade following its announcement
that it entered into a definitive merger agreement with The
Blackstone Group's real estate and corporate private equity funds
in an all-cash transaction.

A Blackstone affiliate will acquire all of Hilton's outstanding
common for $47.50 per share, a 40% premium over its closing stock
price on July 2, 2007, and Hilton Hotels Corporation will be the
surviving entity.  The LGD assessments are also subject to change.

The total transaction value is $26 billion including the
assumption of about $6 billion of debt.  Blackstone received
financing commitments from a group of financial institution, but
details were not disclosed.  The merger is subject to shareholder
approval and is expected to close in the fourth quarter of 2007.
Pursuant to the Agreement and Plan of Merger, Hilton is expected
to tender for all its outstanding senior notes.  The indentures
governing the company's existing public debt include a limitation
on liens of 15% of Consolidated Net Tangible Assets, as defined.
The review for downgrade will focus on Hilton's capital structure
post closing.

Ratings placed on review for downgrade:

-- Corporate Family rating at Ba1

-- Probability of default at Ba1

-- Senior notes at Ba1, LGD 4

-- Senior bank credit facilities at Ba1, LGD 4

-- Senior, subordinated and preferred shelf at (P) Ba1, LGD 4,
    (P) Ba2, LGD 6, (P) Ba2,LGD 6 respectively

Ratings withdrawn:

-- Commercial paper at Not Prime.

Hilton Hotels Corporation owns, manages or franchises a hotel
portfolio including Hilton(R), Conrad(R) Hotels & Resorts,
Doubletree(R), Embassy Suites Hotels(R), Hampton Inn(R), Hampton
Inn & Suites(R), Hilton Garden Inn(R), Hilton Grand Vacations(TM),
Homewood Suites by Hilton(R) and The Waldorf=Astoria
Collection(R).  The company's portfolio includes more than 2,800
hotels and 480,000 rooms in 76 countries and territories.
Revenues, net of cost reimbursements, for the last twelve months
ended March 31, 2007 was about $6.4 billion.
The Blackstone Group is a global alternative asset manager and
provider of financial advisory services.  Its alternative asset
management businesses include the management of corporate private
equity funds, real estate opportunity funds, funds of hedge funds,
mezzanine funds, senior debt funds, proprietary hedge funds and
closed-end mutual funds.


IMAX CORP: Expects to File Annual Report Before August 1
--------------------------------------------------------
IMAX Corporation Friday provided a status update pursuant to the
alternative information guidelines of the Ontario Securities
Commission.  These guidelines contemplate that the company will
normally provide bi-weekly updates on its affairs until such time
as the Company is current with its filing obligations under
applicable Canadian provincial securities laws.

The company reported that, with regard to its accounting review in
connection with revenue recognition for the years 2002 through
2006, it has submitted a response to comments received from the
staff of the U.S. Securities and Exchange Commission, and believes
that it has substantially addressed these comments by revising its
accounting policy with regard to revenue recognition for theatre
systems and by committing to incorporate certain other changes in
its financial statements and other disclosures in the 2006 Annual
Report on Form 10-K.  Accordingly, the company plans to file both
its 10-K and Report on Form 10-Q for the fiscal quarter ended
March 31, 2007 shortly.

The company previously said that it would delay the filing of its
10-K and 10-Q due to the discovery of certain accounting errors
and has since broadened its accounting review to include certain
other accounting matters based on comments received by the Company
from the SEC and OSC.

The principal changes to the company's revenue recognition policy
with regard to theatre systems are to reflect:

    a) the treatment of the theatre system equipment (including
       the projector, sound system, screen and, if applicable, 3D
       glasses cleaning machine) and certain services associated
       with the theatre system equipment as a single deliverable
       and a single unit of accounting, and

    b) the requirement to have a signed customer acceptance prior
       to revenue recognition.

These revisions will be treated as a correction of an error.  The
policy and the revisions will be discussed in greater detail in
the Company's 10-K.

                            Default

As reported in the Troubled Company Reporter on July 2, 2007, the
company was unable to file its Annual Report on Form 10-K by the
June 30, 2007 deadline.

As a result, the company is in default of the reporting covenant
under the indenture governing its 9-5/8% senior notes dues 2010.

The company received notice of default on July 2, 2007.  However,
the company expects to make such filings prior to August 1, 2007,
the expiration of the 30-day period, after notice of default which
allows for the cure of such default under the Indenture before
holders can seek to accelerate the indebtedness.

                          Nasdaq Listing

As reported in the Troubled Company Reporter on July 5, 2007, the
Nasdaq Listing Qualifications Panel has granted the company's
request for continued listing of its shares on The Nasdaq Stock
Market.

The decision is subject to the condition that the company files
its Form 10-K for the fiscal year ended Dec. 31, 2006, its Form
10-Q for the fiscal quarter ended March 31, 2007, and all required
restatements, on or before Oct. 1, 2007, and that it continue to
meet all other Nasdaq listing requirements.

The company's next bi-weekly status update is expected to be
released during the week of July 16, 2007.

                      About IMAX Corporation

Headquartered jointly in New York City and Toronto, Canada, IMAX
Corporation -- http://www.imax.com/-- (NASDAQ:IMAX; TSX:IMX) 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.  As of September 30, 2006, there were 280
IMAX theatres operating in 40 countries.


INSIGHT HEALTH: Noteholders Supports Amended Prepackaged Plan
-------------------------------------------------------------
The ad hoc committee representing holders of subordinated notes
issued by InSight Health Services Holdings Corp. and its debtor-
affiliate, InSight Health Services Corp. reiterated its support
for approval of the Debtors' Joint Prepackaged Chapter 11 Plan of
Reorganization as modified, Bill Rochelle of Bloomberg News
reports.

The Ad Hoc Committee said in a court filing cited by Bloomberg
that the noteholders will be damaged by delay, noting that 70% of
the noteholders have reaffirmed their support for the Plan.

Earlier, Kelly Beaudin Stapleton, the U.S. Trustee for Region 3,
objected to the Debtors' Plan arguing, among others, that the Plan
is "unconfirmable" because it does not comply with all applicable
provisions of the U.S. Bankruptcy Code as the Plan, as amended,
was not properly solicited.

Ms. Stapleton pointed out that pursuant to Rule 3019 of the
Bankruptcy Code, the U.S. Bankruptcy Court for the District of
Delaware must hold a hearing to determine whether the plan
adversely changes the treatment of a creditor or security holder.

In addition, Ms. Stapleton said 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.

Hence, the U.S. Trustee said, 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.

                        Treatment of Claims

Under the Second Amended Plan, the Debtors propose to pay holders
of Secured and General Unsecured Claims in full and in cash, on
the distribution date.

On the effective date, each holder of FRN Claims will be
reinstated.  FRN refers to the senior secured floating rates notes
due 2001 of the Debtors.

Each holder of Intercompany Claims will also be reinstated.

At the Debtors' option, holders of Other Secured Claims will have,
either:

     a. the property that serves as collateral for the holder's
        claims returned; or

     b. holder's claim cured and reinstated pursuant to Section
        1124(2) of the Bankruptcy Code.

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.

On the distribution date, each holder of Old Common Stock Interest
will receive a pro rata of 10% of the aggregate new common stock.

Holders of Other Interests will not receive any distribution and
will be cancelled.

                       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-affiliates, Insight Health
Services Corp., disclosed total assets of $505,285,296 and total
debts of $525,500,934.


INTERTAPE POLYMER: Shareholders Reject Proposal to Sell Company
---------------------------------------------------------------
Intertape Polymer Group Inc. disclosed that at its annual and
special meeting held Thursday, shareholders rejected, by a vote of
almost 70%, a special resolution with respect to Intertape
Polymer's Plan of Arrangement, providing for the sale of the
company.  Intertape Polymer has notified the other parties to the
Arrangement Agreement that, as a result, the agreement has been
terminated.

                           Sale of Company

The company previously disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that on May 24, 2007, the
Superior Court of Quebec issued an interim order in connection
with the proposed plan of arrangement involving the company and an
indirect wholly-owned subsidiary of Littlejohn Fund III, L.P.,
pursuant to which all of the outstanding common shares of the
Company are to be acquired at a price of $4.76 per share in cash.

                           New Directors

The company also reported that at the same meeting, Eric E. Baker,
Melbourne F. Yull and H. Dale McSween, were elected to the Board
of Directors.

At a meeting held immediately after the shareholders' meeting, the
newly-elected Board of Directors appointed Eric E. Baker as
Chairman of the Board and Melbourne F. Yull as Executive Director
of Intertape Polymer.  The Board of Directors also appointed
George J. Bunze to the Board of Directors, pursuant to the
company's Articles, so that the Board consists of Eric E. Baker,
Melbourne F. Yull, H. Dale McSween and George J. Bunze.

Eric E. Baker, the newly-appointed Chairman of the Board said: "We
thank the many shareholders who voted at the meeting.  Their
message is clear.  The new Board of Directors will do everything
it can to return Intertape Polymer to a strong financial
position."

"We also wish to thank Dale McSween for agreeing to continue on
the Board of Directors" added Mr. Baker.  "Although Dale is no
longer Chief Executive Officer, he will provide important
continuity during this transition phase for Intertape Polymer."


                     About Intertape Polymer

Intertape Polymer Group Inc. -- http://www.intertapepolymer.com/
-- (NYSE, ITP; TSX: ITP.TO) develops and manufactures specialized
polyolefin plastic and paper-based packaging products and
complementary packaging systems for industrial and retail use.
Headquartered in Montreal, Quebec and Sarasota/Bradenton, Florida,
the company employs approximately 2,100 employees with operations
in 17 locations, including 13 manufacturing facilities in North
America and one in Europe.


INTERTAPE POLYMER: Moody's Puts Rating on Review & May Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the long term debt and corporate
family ratings of IPG (US) Inc. and Intertape Polymer US Inc.
under review for possible downgrade as a result of the company's
recent announcement that shareholders rejected the sale of the
company to Littlejohn Fund III, L.P.

In a related action, Moody's withdrew the ratings of Tape Borrower
Inc.'s (the proposed new parent company of Intertape Polymer
Group) term loans and revolving credit facility.  The B3 corporate
family rating and SGL-4 speculative grade liquidity rating have
been reassigned to IPG (US) Inc.

The review was prompted by Moody's concern with the company's
ability to meet the financial covenants in its $75 million secured
revolving credit facility over the next 3-6 months as the
company's leverage covenant has stepped down to 5.5x as of
June 30, 2007.  With the recent changes in the Board of Directors
and the likely need to renegotiate the covenants in the bank
agreement, Moody's review would also seek to determine the new
management's financial and operational strategies given the
difficult operational environment.  Moody's was concerned that the
recent changes in the Board could have triggered a default under
the change of control provisions in its credit agreement and note
indenture.  However, after receiving further details from the
company, it does not appear that a change of control has occurred.

The review will also examine:

    1) potential options that the Board may pursue in order to
       solidify IPG's capital structure; and

    2) the succession plan for senior management at IPG.

Moody's expects to complete this review within 90 days.  If IPG's
financial and operational strategies and management succession
plan prove to be unsatisfactory, or if the company experiences a
deterioration in operating performance or credit metrics because
of a decline in product demand or other operational issues, or if
the company is unable to successfully amend its credit agreement,
a downgrade of the ratings may be warranted.

Review for Possible Downgrade:

Issuer: IPG (US) Inc.

    * Corporate Family Rating, B3
    * Senior Secured Bank Credit Facility, B1

Issuer: Intertape Polymer US Inc.

    * Senior Subordinated Regular Bond/Debenture, Caa2

Intertape Polymer Group, Inc., a parent company of IPG and
Intertape Polymer US Inc., is a manufacturer and marketer of
adhesive tapes, specialty tapes, plastic films and engineered
coated products.  The company is headquartered in Bradenton,
Florida.


J&F I FINANCE: S&P Puts Corporate Credit Rating at B
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to J&F I Finance Co., and its 'B-' unsecured debt
rating to J&F I Finance's proposed:

    * $200 million of senior notes due 2015,
    * $200 million of senior toggle notes due 2015, and
    * $200 million of senior floating rate notes due 2014.

J&F I Finance Co. will be merged with and into Swift & Co.

At the same time, Standard & Poor's revised the CreditWatch
implications of all ratings on Swift, including the 'B' corporate
credit rating, to positive from developing, where they were placed
on May 29, 2007, following JBS S.A.'s (JBS; B+/Watch Neg/--)
announcement that its holding company J&F  Participacoes (J&F; not
rated) had signed an agreement for the acquisition of 100% of
U.S.-based Swift for $1.4 billion (enterprise value).

All ratings on J&F I Finance are placed on CreditWatch with
positive implications, meaning the ratings may be raised or
affirmed following the completion of Standard & Poor's review.
The ratings on Brazil-based meat processing company JBS remain on
CreditWatch with negative implications, where they were placed on
May 29, 2007 following the Swift acquisition announcement.

Proceeds from the proposed notes offerings will be used to finance
the acquisition of Swift, along with $500 million of equity from
J&F, and approximately $300 million-$400 million of borrowings on
Swift's proposed $700 million asset-based revolving credit
facility (unrated), which matures in May 2012.

Pro forma for the transaction, rated debt at Swift will be
approximately $600 million.

Although Swift is being acquired by J&F I Finance, a subsidiary of
J&F, Standard & Poor's views JBS and Swift as one economic entity
given the common ownership, management, and lines of businesses of
the two companies, the consolidation of the Swift brand under one
owner, and the willingness of its owners to contribute $500
million of equity to complete this transaction.  "We believe that
the new owners will face some challenges in acquiring Swift given
its very weak performance of the last several years due to mad cow
disease, its low margins, the highly competitive operating
environment, and the inherent differences of the U.S. market,"
said Standard & Poor's credit analyst Jayne Ross.

The resolution of the CreditWatch will depend on the final
acquisition and funding details, including the ultimate
capitalization structure at Swift and JBS. The Swift ratings could
be raised to 'B+' and equalized with JBS, and JBS' ratings would
be affirmed if significant additional equity is contributed to the
transaction, for example as a result of the announced commitment
to JBS from BNDES Participacoes S.A. for up to R$1.46 billion
(approximately $750 million) and a commitment from J&F for up to
R$390 million (approximately $200 million). Upon closing of the
new financing transaction, Standard & Poor's existing senior
unsecured and subordinated debt ratings on Swift will be withdrawn
when these notes get repaid.

"We will resolve the CreditWatch listings for both Swift and JBS
upon closing of the acquisition and completion of the financing,"
said Ms. Ross.  "Any further significant change in financing
details could result in a revision of these proposed ratings at
both Swift and JBS."


JOAN FABRICS: Court Okays Sale of All Assets for $29 Million
------------------------------------------------------------
Joan Fabrics Corp. obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to sell its assets for
$29 million, Bill Rochelle of Bloomberg News reports.

According to Bloomberg, at an auction held June 26, 2007, Valdese
Weavers LLC's $13.9 million bid for part of the Debtor's business
won.

In addition, Bloomberg says Gordon Brothers Group LLC's $9.5
million bid for equipment and Fred J. Godley's $5.9 million offer
for options on Cramerton, North Carolina real estate prevailed.

Earlier, Kelly Beaudin Stapleton, the United States Trustee for
Region 3, opposed the sale of substantially all of the Debtor's
assets arguing that the Debtor has not provided sufficient
information to interested parties to allow them to evaluate the
sales.  Moreover, the Trustee said that despite the Debtor's
agreement to do so, the Debtor has not addressed issues in the
sale motion related to consumer privacy and consumer fraud.

GE Commercial Finance Business Property Corporation fka General
Electric Capital Business Asset Funding Corporation for its part
argued that the Debtor has obligation to GE pursuant to a leased
property.

The Debtor, through its predecessor, Mastercraft Fabrics LLC,
leases a property from Cramerton Associates LLC.  The property is
located at 345 Eastwood Drive, in Cramerton, North Carolina.

Cramerton owes GE $3.7 million pursuant to a promissory note dated
July 18, 2002.  The note is secured by the leased property.

GE contended that the lease property is not part of the estate
under Section 541 of the Bankruptcy Code.  It is undisputed, GE
said, that the property is owned by Cramerton, a non-debtor
entity and is leased to the Debtor.

GE further argued that it was never contacted by the Debtor
regarding the proposed asset sale.

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
company has a manufacturing facility in North Carolina and an
affiliate entity in Mexico.  The Debtor and its affiliate,
Madison Avenue Designs LLC, filed for Chapter 11 protection
on April 10, 2007 (Bankr. D. Del. Case Nos. 07-10479 and
07-10480).  Curtis A. Hehn, Esq., Laura Davis Jones, Esq., and
Michael Seidl, Esq., at Pachulski Stang Ziehl Young Jones &
Wein represent the Debtors in their restructuring efforts.
Bradford J. Sandler, Esq., at Benesch Friedlander Coplan &
Aronoff and David A. Matthews, Esq., at Shumaker, Loop &
Kendrick, LLP represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of $1 million
to $100 million.  The Debtors' exclusive period to file a plan
expires on Aug. 8, 2007.


JR HALE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: J.R. Hale Contracting Company, Inc.
        P.O. Box 25667
        Albuquerque, NM 87125

Bankruptcy Case No.: 07-11625

Type of Business: The Debtor is a construction project contractor.

Chapter 11 Petition Date: July 5, 2007

Court: District of New Mexico (Albuquerque)

Debtor's Counsel: William F. Davis, Esq.
                  William F. Davis & Assoc., P.C.
                  6709 Academy Northeast, Suite A
                  P.O. Box 6
                  Albuquerque, NM 87103-0006
                  Tel: (505) 243-6129

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
International Bank                                        $756,000
P.O. Box 1028
Raton, NM 87740

Tom Growney Equipment            Equipment Rental         $158,655
P.O. Box 6157
Albuquerque, NM 87197

Tax & Revenue Department         CRS-1 reports 2004-05    $148,663
P.O. Box 25128
Santa Fe, NM 87504-5128

Firebird Construction            Subcontractor            $103,300
Services LLC

Parking Lot Services of NM       Subcontractor             $85,065

Internal Revenue Service         941 Taxes for             $76,075
Centralized Insolvency           2005-06
Operations

Cuddy Kennedy Albetta & Ives     Legal Fees                $52,648

Ero Ever-Ready Oil Company       Vendor                    $51,447

Vulcan Materials NM              Vendor                    $47,250

Bank of America - MC             Credit Card Debt          $39,666

Cananwill Inc.                   Audit - Insurance         $33,498
                                 Premium for 2006

Bank of America - MBNA           Credit Card Debt          $24,380

Calvert-Menicucci                Legal Fees                $23,482

Aon Risk Services                Liability Insurance       $23,000
                                 Premium

City of Albuquerque              Water Meters              $20,464

Douglas Seegmiller Law Office    Legal Fees                $20,000

Contech Construction Products    Litigation                $18,654

AUI Inc.                         Equipment Rental          $16,496

Dial Oil Company, Inc.           Vendor                    $15,850

Sandoval County Landfill         Subcontractor             $14,749


KIDS INK: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Kids Ink, Inc.
        1933 Longhorn Drive
        Edmond, OK 73003-6827

Bankruptcy Case No.: 07-12326

Chapter 11 Petition Date: July 5, 2007

Court: Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtor's Counsel: W. Devin Resides, Esq.
                  Resides & Resides, PLLC
                  615 North Broadway Suite 203
                  Oklahoma City, OK 73102
                  Tel: (405) 605-6547

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Brenda Hammers                 Unperfected Mortgage       $410,606
1933 Longhorn Drive            and Security Interest
Edmond, OK 73003-6327

Oklahoma County Treasurer                                  $34,000
320 Robert S. Kerr
Oklahoma City, OK 73102

Internal Revenue Service       941 Taxes                   $30,328
P.O. Box 21126
Philadelphia, PA 19114

Parlee M. Flury                                            $28,114

Denton Law Firm                                            $22,306

Oklahoma Tax Commission                                    $10,000
General Counsel

Oklahoma County Treasurer                                   $5,000

U.S. Foods                                                  $3,491

Premium Financing Specialists                               $2,480

Lupercio Lawns                                              $1,277

Kirkpatrick Bank               Non-purchase Money             $813
                               Security

Winter & Son                                                  $416

GE Capital Financial Inc.                                     $321

Dermatec Direct                                               $190

Phillips-Conoco                                               $181

Office Depot                                                  $174

AMMEX                                                         $124

Shell Fleet                                                    $49


MEDICOR LTD: Wants Court Nod on $1.5 Million DIP Financing
----------------------------------------------------------
MediCor Ltd. and its debtor-affiliates ask authority from the U.S.
Bankruptcy Court for the District of Delaware to obtain
approximately $1.5 million in debtor-in-possession financing from
its senior secured lenders.

The Debtors' say that the lenders include:

    * Silver Oak Capital, LLC,

    * HFTP Investment LLC,

    * Promethean II Master, L.P.,

    * Promethean I Master Ltd., fka GAIA Offshore Master Fund,

    * Ltd., and

    * Portside Growth and Opportunity Fund.

Specifically, the Debtors ask the Court to allow them to:

   a) enter and execute the parties' guarantee and collateral
      agreement, the DIP notes and orders;

   b) borrow a principal amount of $1.5 million on a final basis;

   c) grant the lenders first priority liens and security
      interests in all present property of the Debtors, and
      provide adequate protection to the lenders.

The Debtors tell the Court that the lenders have also approved
their use of the cash collateral.

The Debtors contend that immediate access to the cash collateral
and DIP loans present the best option for the preservation of
their businesses and working capital and liquidity needs.

                         About MediCor Ltd.

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.  The Debtors'
exclusive period to file a chapter 11 plan expires on Oct. 27,
2007.


MILA INC: Deteriorating Market Conditions Cue Bankruptcy Filing
---------------------------------------------------------------
M.I.L.A. Inc. on July 2, 2007, filed for chapter 11 protection
with the U.S. Bankruptcy Court for the Western District of
Washington citing deteriorating market conditions and a failed
acquisition.

The Debtor discloses that prior to its bankruptcy filing, it was a
wholesale residential mortgage lender that funded mortgage loans
originated by a network of independent mortgage brokers and
lenders and submitted to MILA for underwriting and approval.  MILA
would then sell the funded mortgage loans to the third parties.

As of Dec. 31, 2006, MILA operated in 26 states and did business
with more than 5,000 approved broker offices and over 12,000
independent loan agents and employed approximately 100 account
executives.

The company relates that in 2006, short-term interest rates
continued to increase over their historic lows from just a year
earlier.  During the second half of 2006, short-term rates
increased further, higher than intermediate and long-term rates.

Housing prices also began to stagnate, and even deteriorate in
some regions, making it more difficult for troubled borrowers to
refinance as a mitigation tool and as a result, investor demand
for mortgage loan products fell significantly from the robust
levels of 2004 and 2005.

These factors also negatively impacted the secondary market,
mortgage securities issuers and the rating agencies, the Debtor
tells the Court.  The mortgage industry experienced steeply
discounted prices for subprime and higher risk Alt-A mortgage
products, resulting in dramatic revenue losses from the trading
and securitization of these products.  Poor performance in loans
originated in 2004 and 2005 and the changes in the marketability
and pricing of these mortgage products in 2006 caused originators
to experience dramatic increases in repurchase losses and
inadequate reserves for these losses.

                       Issues w/ Warehouse
                     Lenders and Purchasers

In December 2006, the Debtor says that unresolved investor
repurchase claims exceeded $120 million.  MILA also held
approximately $70 million in aged, sub-par priced mortgage loans
on its two remaining warehouse lending credit facilities that were
consequently at risk of curtailment and margin calls.

In an effort to continue in business, MILA borrowed $12 million
from Columbia Bank in November 2006 and used the proceeds of that
loan to effectively settle $118 million of the outstanding
investor repurchase claims by the end of December 2006.  At that
point, MILA began to actively look for a merger or acquisition
partner.

Notwithstanding the settlement of the repurchase claims, the
Debtor continued to face liquidity issues and mounting pressure
from its two remaining Warehouse Lenders, RFC and Credit Suisse.
The Debtor also defaulted on covenants from these lenders.

As the result of these covenant defaults and because of continued
repurchase requests from investors in early 2007 -- approximately
$60 million -- the Debtor's warehouse lines were first restricted,
and ultimately declared in default and closed.  Credit Suisse
discontinued its line in March 2007 and RFC shut down its line in
April 2007.

                       The Failed Acquisition

On Feb. 28, 2007, MILA and SG Americas Securities, LLC executed a
nondisclosure agreement and SG began to conduct extensive due
diligence for the purpose of a possible acquisition of MILA.
Unfortunately, due to the mounting financial pressures, MILA was
unable to maintain the liquidity necessary to continue in
operation, which was critical to the consummation of the SG deal.

In an effort to keep negotiations alive, in March 2007 MILA
obtained a $2.5 million infusion of equity capital from its CEO
and founder, Layne Sapp, which was necessary to keep its last
credit facility with RFC active.  The Debtor also obtained two
operating capital loans from Mr. Sapp totaling $1.25 million
during this period, both of which were critical and were used by
MILA to continue business operations during the SG due diligence
period.

On April 18, 2007, SG advised MILA of its decision to terminate
further due diligence and not proceed with the acquisition.

On April 20, 2007 MILA terminated its sales staff and most of its
administrative staff and ceased accepting any new loan
submissions.

Currently, the Debtor has cooperated with both RFC and Credit
Suisse after default in order to mitigate their losses.  Both
lenders exercised their rights to transition MILA's servicing
functions to new servicers.  MILA has voluntarily relinquished
control of the collateral and provided both lenders with all
necessary documentation so that each could work on liquidating the
unsold loans on the warehouse line.

Presently, there are approximately 43 loans on the CSFB line
totaling $7,885,301 and approximately 293 loans on the RFC line
for $72,164,139, which are being sold in a commercially reasonably
manner.  The Debtor says that the proceeds of these sales are
being applied to the outstanding balance of the lender's claim,
and any deficiency would result in an unsecured claim.

                           About MILA Inc.

Based in Mountlake Terrace, Washington, M.I.L.A. Inc., dba
Mortgage Investment Lending Associates -- http://www.mila.com/--
is an e-commerce mortgage solutions provider who utilizes
AccessPoint, a proprietary e-commerce portal, to help mortgage
brokers, realtors and bankers fulfill customized residential home
loans.  The company filed for Chapter 11 protection on July 2,
2007 (Bankr. W.D. Wash. Case No. 07-13059).  Christine M. Tobin,
Esq. and James L. Day, Esq., at Bush, Strout, & Kornfeld,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $7,886,962, and total liabilities of $174,730,413.  The
Debtor's exclusive period to file a chapter 11 plan expires on
Oct. 30, 2007.


MILA INC: Court Gives Nod on Chapter 11 Trustee Appointment
-----------------------------------------------------------
The Hon. Samuel J. Steiner of the U.S. Bankruptcy Court for the
Western District of Washington granted M.I.L.A. Inc.'s request to
have a chapter 11 trustee appointed in its bankruptcy proceedings.

The Debtor contends that appointment of a chapter 11 trustee was
appropriate in its case since the recoverable value of the
remaining loans it nominally holds is likely substantially less
than the claims they secure.

The Debtor further contends that a business transaction involving
its assets that could be consummated by an industry-experienced
trustee to return some value to creditors.

The Debtor expects that there will be interest in acquiring its
AccessPoint loan origination software and thus appointment of an
independent trustee to manage the process would be beneficial.

                           About MILA Inc.

Based in Mountlake Terrace, Washington, M.I.L.A. Inc., dba
Mortgage Investment Lending Associates -- http://www.mila.com/--
is an e-commerce mortgage solutions provider who utilizes
AccessPoint, a proprietary e-commerce portal, to help mortgage
brokers, realtors and bankers fulfill customized residential home
loans.  The company filed for Chapter 11 protection on July 2,
2007 (Bankr. W.D. Wash. Case No. 07-13059).  Christine M. Tobin,
Esq. and James L. Day, Esq., at Bush, Strout, & Kornfeld,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $7,886,962, and total liabilities of $174,730,413.  The
Debtor's exclusive period to file a chapter 11 plan expires on
Oct. 30, 2007.


MOVIE GALLERY: S&P Junks Credit Rating on Covenant Violation
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Movie Gallery Inc. to 'CCC+' from 'B-' based on the
announcement that the company was not able to meet its financial
covenants for the fiscal quarter ended July 1, 2007, and that the
company is exploring available restructuring and strategic
alternatives.  The outlook is developing.

"Movie Gallery remains challenged by poor industry fundamentals,"
said Standard & Poor's credit analyst David Kuntz, "and sharp
declines in its core rental business have exacerbated already-weak
operating performance."


N-45 FIRST: Moody's Upgraded Class E Certificates to Ba1
---------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of three classes of N-45 First CMBS Issuer
Corporation, Commercial Mortgage-Backed Bonds, Series 2002-1:

-- Class A-2, $101,838,097, Fixed, affirmed at Aaa
-- Class IO, Notional, affirmed at Aaa
-- Class B, $28,520,000, Fixed, upgraded to Aaa from Aa1
-- Class C, $13,421,000, Fixed, upgraded to Aa2 from A1
-- Class D, $10,066,000, Fixed, upgraded to A2 from Baa2
-- Class E, $8,388,000, Fixed, upgraded to Ba1 from Ba2
-- Class F, $5,035,930, Fixed, affirmed at B2

As of the June 15, 2007 distribution date, the transaction's
aggregate certificate balance decreased by about 48.9% to $172.3
million from $335.5 million at securitization.  The certificates
are collateralized by 11 mortgage loans secured by commercial and
multifamily properties.  The loans range in size from 1.3% to
25.6% of the pool balance with the top three loans representing
64.7%.  The pool has not realized any losses since securitization
and no loans are on the master servicer's watchlist or in special
servicing.

Moody's loan to value ratio is 59.5%, compared to 76.8% at
securitization.  Moody's is upgrading Classes B, C, D and E due to
improved pool performance and increased subordination levels.

The largest loan is the Royal Bank Building Loan
($44.2 million -- 25.6%), which is secured by a 313,000 square
foot Class A office building located in Toronto, Ontario.  The
property is 95% occupied, compared to 99% at securitization.  The
largest tenants are the Government of Canada (64% NRA; lease
expiration April 2012) and Royal Bank of Canada (13%; lease
expiration August 2011; Moody's senior unsecured rating Aaa --
stable outlook).  Moody's does not anticipate any near term credit
issues due to the stable tenancy.  The balloon LTV at maturity on
July 1, 2011 is anticipated to be about 85.8%.  The loan is
recourse to the principal of the borrower.

The second largest loan is the Maison Trust Royal Loan ($38.5
million -- 22.3%), which is secured by a 638,000 square foot Class
A office building located in the financial district of Montreal,
Quebec.  The property is 91% occupied, compared to 77.4% at
securitization.  The largest tenant is the Royal Bank of Canada
(16.0% NRA; lease expiration January 2010).  Moody's LTV is 44.5%,
compared to 65% at securitization.


The third largest loan is the Galeries de Granby Loan
($29 million -- 16.8%), which is secured by a 512,000 square foot
community shopping center located in Granby, Quebec.  The center
is 100% occupied, compared to 99% at securitization.  Anchors
include Wal-Mart (25% GLA; lease expiration May 2020; Moody's
senior unsecured rating Aa2 -- stable outlook) and Sears Canada
Inc. (23%; lease expiration November 2019; Moody's long-term
issuer rating Ba2 -- stable outlook).  Moody's LTV is 53.4%,
compared to 60.7% at securitization.


NORTHWEST AIRLINES: Sells ARINC Stake to Carlyle
------------------------------------------------
Northwest Airlines Corp., along with five other airlines, entered
into a Stock Purchase Agreement selling their stake in ARINC Inc.
to Radio Acquisition Corp., an affiliate of the Carlyle Group, the
Wall Street Journal reports.

The five other airlines are:

    * AMR Corp.'s American Airlines Inc.,
    * UAL Corp.'s United Air Lines Inc.,
    * Continental Airlines Inc.,
    * Delta Air Lines Inc. and
    * US Airways Group Inc.

According to the report, the airlines, who holds over 90% of ARINC
shares, expects to gain around $1 billion. The sale is expected to
close before Oct. 31, 2007.

AMR said that it expects to receive $194 million from the sale
while UAL said it expect to get $125 million.

WSJ relates that the airlines declined to comment further on the
deal.

                         About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--
is an equity firm with $46.9 billion under management.  Carlyle
invests in buyouts, venture & growth capital, real estate and
leveraged finance in Asia, Europe and North America, focusing on
aerospace & defense, automotive & transportation, consumer &
retail, energy & power, healthcare, industrial, technology &
business services and telecommunications & media.  The firm has
invested $24 billion of equity in 576 transactions for a total
purchase price of $101.8 billion.  Carlyle portfolio companies
have more than $68 billion in revenue and employ more than 200,000
people around the world.

                           About ARINC

ARINC Inc. - http://www.arinc.com/-- provides transportation
communications and systems engineering.  The company has locations
in Germany, Spain, China, Japan, Taiwan, Thailand and Singapore,
among others.

                     About Northwest Airlines

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

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

                           *     *     *

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


NORTHWEST AIRLINES: Distributes Cash and 401(K) Contributions
-------------------------------------------------------------
Northwest Airlines, on behalf of the Association of Flight
Attendants-CWA, has distributed cash and 401(K) contributions
generated from the sale of the $182 million unsecured claim
included in the union's recently approved labor contract.

This allocation of funds to Northwest's flight attendants
completes the sale of all contract employee unsecured claims
negotiated during the carrier's Chapter 11 restructuring.  These
unsecured claims totaled $1.25 billion.

Commencing in February 2007 when the company unilaterally gave its
unions the right to sell a portion of their claims earlier than
their collective bargaining agreements otherwise permitted, each
of the unions has been monetizing its claim dollars.  In the
aggregate, the total dollar amount in cash and Northwest stock to
be distributed to contract employees is $960 million.

"When we originally negotiated the claims, the expected sale price
was 15 cents on the dollar.  If that price had stayed, the total
claims distribution would have been $180 million.  Instead, as a
result of our successful restructuring, those unsecured claims are
worth $960 million, a $780 million improvement over what was
expected," said Doug Steenland, Northwest Airlines president and
chief executive officer.

                    Incentive Plans Offer More

The claims are in addition to a separate gain sharing program also
included in the new labor contracts that could see contract
employees and non-executive salaried staff receive an additional
$500 million in profit sharing through the end of 2010.

                     About Northwest Airlines

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

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

                           *     *     *

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


NOVELIS INC: $841,000 of Senior Notes Tendered
----------------------------------------------
Novelis Inc. has received $841,000 aggregate principal amount of
senior notes validly tendered, pursuant to the change of control
offer, relating to its $1.4 billion principal amount of 7-1/4%
Senior Notes due 2015.

The change of control offer expired at 5:00 p.m., New York City
time on July 3, 2007.

All holders that validly tendered senior notes pursuant to the
change of control will receive the offer consideration of $1,010
per $1,000 principal amount of senior notes tendered.

The settlement date for senior notes validly tendered pursuant to
the change of control offer was on July 6, 2007.

Based in Atlanta, Georgia, Novelis Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- is the global provider of aluminum
rolled products and aluminum can recycling.  The company operates
in 11 countries and has approximately 12,900 employees.  Novelis
has the capability to provide its customers with a regional supply
of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America and South America.  Through
its advanced production capabilities, the company supplies
aluminum sheet and foil to the automotive and transportation,
beverage and food packaging, construction and industrial, and
printing markets.

Novelis is a subsidiary of Hindalco Industries Limited, an
integrated producer of aluminum and copper.  Hindalco is the
flagship company of the Aditya Birla Group, a multinational
conglomerate based in Mumbai, India.

                    *     *     *

As reported in the Troubled Company Reporter on June 25, 2007,
Standard & Poor's Ratings Services assigned its 'BB' debt rating,
with a recovery rating of '2', to Novelis Inc.'s $860 million
secured term loan due 2014.


NYLSTAR INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Nylstar, Inc.
        420 Industrial Park Drive
        Ridgeway, VA 24148

Bankruptcy Case No.: 07-61227

Type of business: The Debtor manufactures nylon fibers.
                  See http://www.nylstar.com/

Chapter 11 Petition Date: July 5, 2007

Court: Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Richard C. Maxwell, Esq.
                  Woods, Rogers & Hazlegrove, P.L.C.
                  P.O. Box 14125
                  Roanoke, VA 24038
                  Tel: (540) 983-7628

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

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


OPTI CANADA: Completes $750 Million Financing
---------------------------------------------
OPTI Canada Inc.'s debt financing was placed with institutional
investors.  The financing includes $750 million of 7.875% senior
secured notes due 2014.

"With the completion of this financing, OPTI has put in place a
capital structure to fund Phase 1 to completion, well as to
support our Phase 2 planning activities in advance of potential
sanctioning in 2008," Sid Dykstra, president and chief executive
officer of OPTI, said.

"The success of this financing is a reflection of the proximity to
start-up of our first phase at Long Lake, our next-generation
upgrading process, and our large resource base which will allow us
to proceed with our phased development plan to achieve our target
of 180,000 barrels per day of Premium Sweet Crude net to OPTI."
Mr. Dykstra added.

Upon closing of this transaction, OPTI realized net proceeds from
the senior notes of approximately $260 million after repayment of
OPTI's $450 million Term Loan B Facility, funding of an interest
reserve account and deduction for expenses.

Total long-term debt outstanding is $1.750 billion, consisting of
the $750 million 7.875% senior secured notes and issued $1 billion
8.25% senior secured notes.

OPTI also has access to a CDN$500 million revolving credit
facility, of which CDN$424 million is currently undrawn.

Credit Suisse acted as book-running lead manager, with RBC Capital
Markets and TD Securities acting as joint lead managers.  The
syndicate also included RBS Greenwich Capital, BNP Paribas,
Merrill Lynch, Scotia Capital and Societe Generale.

                      About OPTI Canada Inc.

Headquartered in Calgary, Alberta, OPTI Canada Inc. (TSE: OPC) is
a company focused on developing the fourth and next major
integrated oil sands project in Canada, the Long Lake Project, in
a 50/50 joint venture with Nexen Inc.

                          *     *     *

As reported in the Troubled Company Reporter June 28, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating OPTI Canada Inc. to 'BB-' from 'BB' because of
increased debt levels and expected weak coverage metrics.  The
outlook is stable.


PACIFIC LUMBER: Bank of NY Wants KPMG's Fees Paid by Estate Funds
-----------------------------------------------------------------
The Bank of New York Company, N.A. tells the United States
Bankruptcy Court for the Southern District of Texas that it does
not object to Scotia Pacific Company LLC's engagement of KPMG LLP
as its timber valuation consultant, effective May 15, 2007, for as
long as Scopac agrees that the fees and expenses of the
independent valuation consultants engaged by the Indenture Trustee
will be paid out of the estate funds.

In addition, BoNY asks the Court to require Scopac to clarify the
objections raised by the Official Committee of Unsecured
Creditors regarding:

  (a) KPMG's experience or qualification as a timber valuation
      Consultant; and

  (b) the identity, experience, qualifications or compensation
      structure for the various subcontractors that KPMG
      apparently intends to consult with to perform the actual
      timber valuation.

BoNY also asks the Court to address the issues regarding certain
provisions in the KPMG Engagement Letter that:

  (1) permits Scopac to spend substantial amounts of cash
      collateral paying KPMG for valuation opinions that Scopac
      can shield from disclosure simply by not designating KPMG
      as a testifying expert;

  (2) permits KPMG to hire its own independent counsel at the
      expense of the estate;

  (3) provides for alternative dispute resolution; and

  (4) seeks to limit review of KPMG's fees to the standard under
      Section 328(a) of the Bankruptcy Code rather than the
      appropriate standard of review under Section 330.

                      Scopac Talks Back

"KPMG is qualified to provide timber valuation services," Kathryn
A. Coleman, Esq., at Gibson, Dunn & Crutcher LLP, in New York,
asserts.

Ms. Coleman relates that the principal individuals composing KPMG
are specialized commercial real estate valuations, and have
experience in valuations of timberlands, raw land, and rural-
ranch lands.

James R. Yerges, principal in the Economic and Valuation Services
Department under the Tax Department of KPMG, represents that his
firm has diverse experience and extensive knowledge in the fields
of accounting, taxation, risk advisory services, valuation
services and bankruptcy.

Mr. Yerges represents that he holds at least 26 years of
appraisal and valuation experience, and has performed valuations
for purposes of fairness opinions, mergers and acquisition,
purchase price allocation, insurance ad valorem taxation, asset-
based financing, bankruptcy, and estate planning.

Another KPMG principal, Sam Romanaggi, manager in the Economic
and Valuation Services Group of KPMG, specializes in commercial
real estate valuations and consulting for financial reporting,
merger and acquisition, divestitures and various compliance
matters.

In further support of its response, Scopac presents the
qualifications and compensation structure of three subcontracting
consultants, which will work with KPMG in connection with the
timber valuation services:

1. Kim Iles & Associates, Ltd.

  Kimberly Iles, Ph.D., a principal of Iles & Associates,
  relates that her firm specializes in statistics and forest
  inventory design, proportional probability, sampling systems
  and timber cruising methods, growth and yield, sample scaling,
  and expert witness consultation in legal cases.

  As Subcontracting Consultant, Iles & Associates will:

     * provide a statistically valid assessment of the accuracy
       of Scopac's standing inventory;

     * conduct field sampling and detailed review of Scopac's
       existing timber inventory maps and databases; and

     * issue a final joint report with KPMG and the
       Subcontracting Consultants, and provide expert witness
       testimony in connection with the report.

  Scopac agrees to pay Iles & Associates $100 per hour for
  professional services rendered.

  Ms. Iles relates that in 2002 and 2003, Iles & Associates was
  hired to review Scopac's 2001 inventory.  In addition, the
  firm was consulted for assistance with various small timber
  inventory and statistical projects.

2. DR Systems Northwest, Inc.

  Don R. Reimer, Ph.D., principal of the DR Systems, relates
  that the firm specializes in resource economics, biometrics,
  strategic resource management planning and policy analysis,
  with special emphasis on long-term resource supply,
  biodiversity and sustainable development issues, investment or
  risk analysis, resource inventory and monitoring systems
  design and implementation.

  DR Systems will provide:

     * expert opinion on the growth and yield of Scopac's
       Forests;

     * resource economics of Scopac's Timberlands;

     * long-term sustainable harvest calculations;

     * evaluation of forest resources; and

     * verification of Scopac's GIS-based decision support
       systems.

  Scopac will pay DR Systems based on the firm's hourly rates:

      Professional                         Hourly Rate
      ------------                         -----------
      Don Reimer                              $250
      Other professionals                     $200
      Administrative and technical staff    $75 - $100

3. Environmental Resource Solutions, Inc.

  John W. Williams, principal of ERS, relates that the firm
  specializes in forestry and forest-related services, including
  natural resource studies, aerial photo interpretation,
  orthophoto creation, resource mapping, vegetation and tree
  inventory, timber and timberland management and its
  appraisals.

  In connection with its subcontracting work with KPMG, ERS
  will work with:

     * Ms. Iles to validate the timber inventory on the lands of
       Scopac;

     * Mr. Reimer to provide knowledge and insight on the
       California Timber Harvesting plans on Scopac's lands.

Messrs. Reimer and Williams and Ms. Iles assure the Court that
their firm do not hold or represent any interest adverse to
Scopac, and is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code.

Specifically, Scopac seeks to hire KPMG to provide valuations for
its 204,000 acres of timberland and its exclusive rights to
harvest timber on 12,000 additional acres of timberland owned by
Pacific Lumber Company and its affiliates.

Those valuations are crucial to facilitate negotiations among
Scopac, its creditors, and proposed lenders and investors,
Kathryn A. Coleman, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, told the Court.

As Scopac's consultant, KPMG will provide an expert opinion of
the fair market value of Scopac's timber and timberlands, and
perform other tasks as may be identified during the course of its
engagement.

KPMG will also work with other forest industry experts that have
been identified as experts in the field of timber inventories,
timber growth, harvest plans and timber cutting yields.

In addition, KPMG will review and update information received,
and will issue a final joint expert report, and may provide
expert witness testimony in connection with the report.

Scopac will pay for KPMG's services based on the firm's current
hourly rates:

     Professional                   Hourly Rates
     ------------                   ------------
     Partner/Managing Director          $800
     Manager                            $550
     Senior Associate                   $350
     Associate                          $250

James R. Yerges, a principal in KPMG's Economic and Valuation
Department, assured the Court that his firm does not hold or
represent any interest adverse to Scopac's estate, and is thus
deemed a "disinterested person" as that term is defined under
Section 101(14) of the Bankruptcy Code.

                      About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on Sept. 18, 2007, as extended.  The Debtors'
exclusive period to solicit acceptances of that plan expires on
Nov. 19, 2007.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
20, http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: May Employ Baker Botts as Bankruptcy Counsel
------------------------------------------------------------
The United States Bankruptcy for the Southern District of Texas
has granted permission to Pacific Lumber Company and its debtor-
affiliates to employ Baker Botts LLP as their bankruptcy counsel
effective as of May 9, 2007, pursuant to Sections 327(a) and
328(a) of the Bankruptcy Code.

Gary Clark, vice president and chief financial debtor of
Pacific Lumber Company, related that in light of the resolution
of the venue dispute in the Debtors' cases and in an effort to
maximize efficiencies and lower costs, the Debtors have decided
to transition their bankruptcy representation from the law firm
of Howard Rice Nemerovski Canady Falk & Rabkin P.C., to Baker
Botts.

Jordan, Hyden, Womble, Culbreth & Holzer, P.C. will continue to
represent the Debtors as co-counsel to Baker Botts, Mr. Clark
stated.

The Debtors selected Baker Botts due to the firm's extensive
experience, knowledge and established reputation in corporate
reorganizations and debt restructuring, according to Mr. Clark.

As the Debtors' counsel, Baker Botts is expected to:

  (a) assist in exploring restructuring alternatives and
      developing a reorganization strategy;

  (b) develop, negotiate, and promulgate a Chapter 11 plan of
      reorganization and prepare a related disclosure statement;

  (c) advise the Debtors with respect to their rights and
      obligations as debtors-in-possession and other areas of
      bankruptcy law;

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

  (e) prepare all necessary applications, motions, answers,
      orders, briefs, reports and other papers in connection
      with the administration of the Debtors' estates;

  (f) represent the Debtors at all hearings and proceedings;

  (g) perform all other necessary legal services in connection
      with these Chapter 11 cases; and

  (h) rendering general, non-bankruptcy legal services,
      including, without limitation, environmental, corporate,
      real estate, litigation, tax, labor relations, and
      employee benefits matters.

Baker Botts and Howard Rice will work together during the
transition period to minimize costs and avoid duplication of
efforts.

Certain matters, however, will not be transitioned if it would
not enhance efficiencies.  Accordingly, those matters may instead
remain with Howard Rice, Mr. Clark notes.  For instance, the
Debtors expect to continue to retain Howard Rice in connection
with the negotiation and documentation of a DIP credit facility,
and the use of cash collateral pending the closing of the DIP
loan.

To further minimize the cost of transition, Baker Botts has
agreed to provide 60 hours of transition at no cost to the
Debtors.

The Debtors will pay for Baker Botts' services based on the
firm's current standard hourly rates:

          Professional                  Hourly Rate
          ------------                  -----------
          Partners and Counsel          $400 - $725
          Associates                    $190 - $395
          Paralegals                    $120 - $200
          Paralegal Clerks               $50 - $105

Jack L. Kinzie, Esq., the partner-in-charge of the firm's Dallas
office, attested that Baker Botts does not represent any adverse
interest to the Debtors, and is a "disinterested person" as
defined under Section 101(14) of the Bankruptcy Code.

Mr. Kinzie recognized that there may be potential conflicts
inherent in the firm's concurrent representation of the Debtors,
taking into consideration the Debtors' intertwined business
operations and relationships with one another.  In addition,
conflicts may arise as a result of The Pacific Lumber Company's
intercompany debt owed to Britt Lumber Co., Inc.

Mr. Kinzie, however, believes that these potential conflicts are
non-material for practical purposes.

"Baker Botts' joint representation of the [Debtors] will be
limited to those matters in which the [Debtors'] interests are
aligned on all material issues," Mr. Kinzie assured the Court.

In the event that the Debtors' interests should become materially
adverse with respect to any issue, Baker Botts will recommend to
the Debtors that one or more of them retain separate counsel with
respect to that issue, Mr. Kinzie added.

                      About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on Sept. 18, 2007, as extended.  The Debtors'
exclusive period to solicit acceptances of that plan expires on
Nov. 19, 2007.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
20, http://bankrupt.com/newsstand/or 215/945-7000).


PENINSULA GAMING: S&P Lifts Corporate Credit Rating to B+ from B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Peninsula Gaming LLC to 'B+' from 'B'.  The rating was
removed from CreditWatch, where it was placed with positive
implications on May 23, 2007.  The outlook is stable.

In addition, Standard & Poor's raised its issue-level rating on
Peninsula Gaming's $255 million 8.75% senior secured notes due
2012 to 'B+' from 'B'.  This rating was also removed from
CreditWatch.  Also, S&P assigned a recovery rating of '3' to the
notes, indicating that lenders can expect meaningful (50% to 70%)
recovery in the event of a payment default.

"The rating upgrade reflects improved credit measures stemming, in
large part, from the ramp-up of the company's new Diamond Jo Worth
property," said Standard & Poor's credit analyst Ariel Silverberg.
"In addition, we believe that credit measures will remain at a
level consistent with the new rating, despite expected higher
capital spending levels associated with development of an improved
Diamond Jo Dubuque property.  Although performance at Evangeline
Downs has dropped off since the period of reduced competition
following the 2005 hurricanes, S&P expect the property to perform
at a normalized, pre-hurricane rate now that capacity has
reentered the Gulf Coast gaming market."

Recent positive operating performance, primarily as a result of
the success of the Worth property, has led to a strengthening of
credit measures, with adjusted debt leverage falling to 5.3x at
March 31, 2007, from 6.6x at March 31, 2006.  Peninsula's
liquidity profile continues to strengthen with solid levels of
free operating cash flow generation, $29 million for the 12 months
ended March 31, 2007.  Combined with surplus cash on hand, the
liquidity is expected to cover a significant portion of the costs
of the new Dubuque facility.  S&P expect incremental borrowings
associated with this facility to be in the $20 million to $30
million range.  In addition, any increase in leverage is expected
to be temporary, given the return Peninsula is likely to generate
on this investment.


RADNET MANAGEMENT: Moody's Lifts Corporate Family Rating to B2
--------------------------------------------------------------
Moody's upgraded the corporate family rating of RadNet Management,
Inc, a subsidiary of RadNet, Inc. to B2 from B3 and assigned a
rating of B2 to the proposed first lien credit facilities
consisting of a $45 million senior secured first lien revolving
credit facility and a $400 million senior secured first lien term
loan B.  Concurrently, Moody's affirmed a speculative grade
liquidity rating of SGL-2 and the Probability of Default Rating at
B3.  The outlook has been changed to stable from positive.

Proceeds derived from the new credit facilities will be utilized
to refinance existing indebtedness, fund future acquisitions,
provide future working capital and liquidity needs and pay
transaction fees and expenses.

These ratings have been upgraded:

-- Corporate Family Rating, to B2 from B3

This summarizes the ratings assigned:

-- $45 million senior secured first lien revolving credit
    facility due 2013, rated B2 (LGD3, 33%)

-- $400 million senior secured first lien term loan due 2014,
    rated B2 (LGD3, 33%)

These ratings have been affirmed:

-- Speculative Grade Liquidity Rating, SGL-2
-- Probability of Default rating, B3

The ratings on the existing facilities are being prospectively
withdrawn.

The upgrade in the Corporate Family Rating to B2 from B3 primarily
reflects favorable operating results and stable credit metrics
generally consistent with a B2 rating exhibited on a post-
acquisition basis with Radiologix and under the full effects of
the Medicare reimbursement cuts as mandated by the Deficit
Reduction Act.  The upgrade also reflects material cost savings
realized to-date as a result of the merger with Radiologix, a
stronger, more diversified footprint together with continued,
sound liquidity.

The SGL-2 rating reflects a good liquidity profile.  The
expectation is that the company will continue to fund all working
capital and capital expenditures from operating cash flow.
External liquidity will be provided by a $45 million revolver that
will be drawn only modestly at the close of the refinancing.
Moody's anticipates that the company will utilize the revolver
from time to time to fund opportunistic, tuck-in acquisitions in
the diagnostic imaging space.

The stable outlook reflects Moody's expectation that the company
will continue to grow revenues and cash flow through the expansion
of procedure volume and the number of scan modalities offered at
its sites as well as through numerous, small opportunistic
acquisitions of imaging centers from competitors in a reasonably
disciplined manner.

Downward pressure on the ratings or outlook could develop if
expansion plans become too aggressive, or if the company starts to
encounter integration problems as a consequence of its multi-
pronged expansion program, resulting in an erosion of margins and
cash flow with a reduction in adjusted free cash flow to debt
below roughly 2% on a sustained basis.

The ratings could also be downgraded if the ratio of adjusted
total debt to EBITDA increases above 6.5 times.  The ratings or
outlook could improve in the event that the company's site
development and acquisition program continues to be well executed,
resulting in the enhanced density of operations and profitability
of existing sites, translating into an improvement in adjusted
free cash flow to debt to a level of 5% or better or to a ratio of
adjusted debt to EBITDA below 4.3 times on a sustained basis.

RadNet provides diagnostic imaging services through a network of
132 fixed-site, free-standing outpatient imaging centers,
consisting of 95 multi-modality and 37 single-modality facilities,
primarily in the states of California, Maryland and New York.  For
the twelve months ended March 31, 2007, the company recognized
revenue of about $390 million.


RADNET MANAGEMENT: S&P Rates $445 Million Secured Facility at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to RadNet Management Inc.'s $445 million secured
bank facility.  The facility has been rated 'B', the same as the
company's corporate credit rating.  This, and a recovery rating of
'3' indicate the expectation for meaningful recovery (50%-70%) in
the event of a default.

At the same time, the outlook is revised to positive from stable.
This action reflects the implementation of cost cuts to mitigate
the impact of reimbursement reductions, continued organic growth,
and disciplined expansion.  Furthermore, leverage has declined
from prior years despite the incremental debt added with the
proposed financing transaction.

"Our expectations are that modest organic growth (about 3%) will
continue," said Standard & Poor's credit analyst Cheryl E. Richer,
"and that acquisition activity, even if debt-financed, will be
managed in a manner that sustains debt leverage no higher than
4.5x-annualized for acquisitions."


RAG SHOPS: Court OKs Rosen Slome as General Bankruptcy Counsel
--------------------------------------------------------------
Rag Shops Inc. and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the Eastern District of New York to
employ Hunter Rosen Slome Marder, L.L.P. as general bankruptcy
counsel.

Rosen Slome is expected to:

   a) take all necessary action to protect and preserve the
      estates of the Debtors, including the prosecution of actions
      on the Debtor's behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtor's estates;

   b) prepare on behalf of the Debtors, as debtors in possession,
      all necessary motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtor's estates;

   c) negotiate and prepare on behalf of the Debtors a plan of
      reorganization or liquidation and all related documents; and

   d) perform all other necessary legal services in connection
      with the prosecution of these chapter 11 cases.

Adam L. Rosen, Esq., a partner at Rosen Slome, tells the Court the
firm's professional bill:

      Designation                          Hourly Rate
      -----------                          -----------
      Partners                             $300 - $395
      Associates and Counsel               $185 - $285
      Paralegals                              $100

Mr. Rosen tells the Court that the firm is "disinterested" as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

Mr. Rosen can be contacted at:

      Adam L. Rosen, Esq.
      Rosen Slome Marder, L.L.P.
      333 Earle Ovington Boulevard, Suite 901
      Uniondale, NY 11553-3622
      Tel: (516) 227-1600
      Fax: (516) 227-1601
      http://www.rsmllp.com/

                        About Rag Shops

Rag Shops operated 60-plus stores offering value-priced crafts,
fabrics, and related merchandise.  Founded in 1963 Rag Shops had
expanded the business by moving into markets adjacent to
established operations.  Rag Shops had stores in Connecticut,
Florida, New Jersey, New York, and Pennsylvania.  Rag Shops was
acquired by an affiliate of Sun Capital for $11.5 million in late-
2004.

The company and its affiliates filed for chapter 11 protection on
May 2, 2007 (Bankr. E.D.N.Y. Lead Case No. 07-42272).  At March 3,
2007, the company disclosed total assets of $35,301,000 and total
debts of $52,532,000.


RAG SHOPS: U.S. Trustee Appoints Five-Member Creditors' Committee
-----------------------------------------------------------------
Diana G. Adams, the acting U.S. Trustee for Region 2, appointed
five members to serve on an Official Committee of Unsecured
Creditors in Rag Shops Inc. and its debtor-affiliates' Chapter 11
cases:

     1. Li & Fung (Trading), Ltd.
        c/o Li & Fung
        1359 Broadway, 16th Floor
        New York, NY 10018

     2. Notions Marketing
        1500 Buchanan, Southwest
        Grand Rapids, MI 49507

     3. Joan Baker Designs, Inc.
        1130 Via Callejon
        San Clemente, CA 92673

     4. Regency International
        11 East 26th Street
        New York, NY 10010

     5. M.C.S. Industries
        2280 Newlins Mill Road
        Easton, PA 18045

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

                        About Rag Shops

Rag Shops operated 60-plus stores offering value-priced crafts,
fabrics, and related merchandise.  Founded in 1963 Rag Shops had
expanded the business by moving into markets adjacent to
established operations.  Rag Shops had stores in Connecticut,
Florida, New Jersey, New York, and Pennsylvania.  Rag Shops was
acquired by an affiliate of Sun Capital for $11.5 million in late-
2004.

The company and its affiliates filed for chapter 11 protection on
May 2, 2007 (Bankr. E.D.N.Y. Lead Case No. 07-42272).  At March 3,
2007, the company disclosed total assets of $35,301,000 and total
debts of $52,532,000.


RF MICRO: Registers Resale of $375 Million Convertible Notes
------------------------------------------------------------
RF Micro Devices Inc. has filed a registration statement on Form
S-3 with the Securities and Exchange Commission in relation to the
resale by the holders of RFMD's $200,000,000 aggregate principal
amount of 0.75% Convertible Subordinated Notes due 2012 and
$175,000,000 aggregate principal amount of 1% Convertible
Subordinated Notes due 2014 and the shares of RFMD's common stock,
no par value per share, issuable upon conversion of the notes.

RFMD issued and sold the notes in April 2007 in a private
placement pursuant to Rule 144A of the Securities Act of 1933, as
amended.

The registration statement was filed in satisfaction of RFMD's
obligations under a registration rights agreement entered into in
connection with the April 2007 private placement of the notes.
Because RFMD is a "well-known seasoned issuer," the registration
statement was automatically effective upon filing with the SEC.

Headquartered in Greensboro, North Carolina, RF Micro Devices,
Inc. (Nasdaq: RFMD) -- http://www.rfmd.com/-- designs and
manufactures radio systems and solutions for mobile communication
applications.

                           *     *     *

Standard and Poor's rated B+ RF Micro Devices' long term foreign
and local issuer credit effective October 2003.


RITCHIE (IRELAND): Court Gives Interim Nod on LeBoeuf as Counsel
----------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York gave his interim approval for
Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and Ritchie
Risk-Linked Strategies Trading (Ireland) II Ltd. to employ
LeBoeuf, Lamb, Greene & MacRae LLP as their general counsel.

As reported in the Troubled Company Reporter on June 28, 2007,
LeBoeuf Lamb is expected to:

     (a) advise the Debtors with respect to their powers and
         duties as debtors-in-possession in the continued
         operation of their businesses;

     (b) advise the Debtors with respect to all general
         bankruptcy matters;

     (c) prepare on behalf of the Debtors all necessary
         applications, answers, orders, reports, and papers in
         connection with the administration of their estates;

     (d) represent the Debtors at all critical hearings on matters
         relating to their affairs and interests as debtors-in-
         possession before this Court, any federal or state courts
         or administrative panels, any appellate courts, the
         United States Supreme Court, and protecting the interests
         of the Debtors;

     (e) prosecute and defending litigated matters that may arise
         during these cases, including such matters as may be
         necessary for the protection of the Debtors' rights, the
         preservation of estate assets, or the Debtors' successful
         reorganization;

     (f) prepare and file the disclosure statement and
         negotiate, present and implement a plan of
         reorganization;

     (g) negotiate appropriate transactions and preparing any
         necessary related documentation;

     (h) advise, assist and negotiate the sale of all or part of
         the Debtors' assets pursuant to Section 363 of the
         Bankruptcy Code or a chapter 11 plan of reorganization;

     (i) represent the Debtors on matters relating to the
         assumption or rejection of executory contracts and
         unexpired leases;

     (j) advise the Debtors with respect to corporate,
         securities, real estate, litigation, labor, finance,
         insurance, regulatory, tax, healthcare and other legal
         matters which may arise during the pendency of these
         cases; and

     (k) perform all other legal services that are necessary for
         the efficient and economic administration of these cases.

The Debtors will pay the LLGM based on these hourly rates:

    Professional                 Designation        Hourly Rate
    ------------                 -----------        -----------
    Lewis Rosenbloom, Esq.       Partner                $750
    Peter Ivanick, Esq.          Partner                $750
    David Cleary, Esq.           Partner                $650
    Maria Dantas, Esq.           Partner                $650
    Dean Gramlich, Esq.          Counsel                $550
    Mohsin Khambati, Esq.        Counsel                $550
    Allison Weiss, Esq.          Counsel                $550
    Thomas Augspurger, Esq.      Associate              $495
    Sarah Trum, Esq.             Associate              $445
    June Kim, Esq.               Associate              $395
    Sandy Holstrom               Paralegal              $260
    Amelie de Richemont          Paralegal              $170

About May 21, 2007, LLGM received an advance payment retainer
totaling $450,000.  On June 20, 2007, LLGM submitted an invoice
and was paid for professional fees and expenses incurred for
periods through June 20, 2007, in the sum of $91,196.  After
deduction of the $91,196 from the $450,000 advance payment, there
is the sum of $358,804 remaining.  The Debtors and LLGM have
agreed that the $358,804 retainer will be held and applied against
LLGM's final post-petition billings and will not be placed in a
separate account.

The Debtors and LLGM agree that all services provided by LLGM will
be allocated by LLGM and paid by the Debtors in these manner:
Ritchie I will be responsible for 84.6% and Ritchie II for 15.4%
of the joint invoice.

To the best of the Debtors' knowledge, LLGM neither represents nor
holds any interest adverse to the interests of the estates or any
class of creditors or equity security holders.

The firm can be reached at:

             Allison H. Weiss, Esq.
             Peter A. Ivanick, Esq.
             LeBoeuf, Lamb, Greene & MacRae LLP
             125 West 55th Street
             New York, NY 10019
             Telephone: (212) 424-8000
             Facsimile: (212) 424-8500
             http://www.llgm.com/

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management.  The
Debtors were formed as special purpose vehicles to invest in life
insurance policies in the life settlement market.  The Debtors
filed for Chapter 11 protection on June 20, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-11906 and 07-11907).  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan expires on Oct. 18, 2007.


RITCHIE (IRELAND): Gets Interim Nod on Matheson as Irish Counsel
----------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York gave his interim approval for
Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and Ritchie
Risk-Linked Strategies Trading (Ireland) II Ltd. to employ
Matheson Ormsby Prentice, Solicitors, as its Irish counsel

As reported in the Troubled Company Reporter on July 3, 2007, the
Debtors expect Matheson Ormsby to assist them in executing their
duties as debtors-in-possession and in implementing the
reorganization of the Debtors' affairs with respect to matters of
Irish Law.

The Debtors agreed to pay the firm's professionals at these hourly
rates:

       Tony O'Grady                        EUR485
       Julie Murphy-O'Connor               EUR425
       Libby Garvey                        EUR485
       Anthony Walsh                       EUR550
       William Flynn                       EUR485
       Aidan O'Connell                     EUR225

Prior to their bankruptcy filing, the Debtors paid Matheson Ormsby
a total of EUR118,158 for services rendered and costs incurred.
The Debtors also paid Matheson Ormsby a EUR20,000 retainer.

To the best of the Debtors' knowledge, the firm neither represents
nor holds any interest materially adverse to the estate or any
party-in-interest and is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management.  The
Debtors were formed as special purpose vehicles to invest in life
insurance policies in the life settlement market.  The Debtors
filed for Chapter 11 protection on June 20, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-11906 and 07-11907).  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan expires on Oct. 18, 2007.


RJ GATORS: Wants to Access Wachovia Cash Collateral
---------------------------------------------------
R.J. Gators Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Florida to use the cash
collateral securing repayment of their obligation to Wachovia Bank
NA.

Wachovia is a secured lender asserting a total of $1,443,617 in
secured claims.

The Debtors say they will use the cash collateral to operate their
business, based on a Court-approved budget.

The Debtors also seek authority to deviate from the budget by 10%.

As adequate protection, the Debtors grant Wachovia replacement
liens and the maintenance of existing Collateral levels.

The Court is set to consider approval of the Debtors' request at a
July 19, 2007 hearing.

Headquartered in Jupiter, Florida, R.J. Gators Inc. --
http://www.rjgators.com/-- owns and operates casual dining
restaurants.  The company and nine affiliates filed for chapter 11
protection on June 26, 2007 (Bankr. S.D. Fla. Case Nos. 07-14954
to 07-14693).  Bradley S. Shraiberg, Esq. at Kluger, Peretz,
Kaplan & Berlin, P.L. represents the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtors filed for bankruptcy, they listed assets and debts between
$1 million to $100 million.  The Debtors' exclusive period to file
a chapter 11 plan of reorganization expires on Oct. 24, 2007.


ROBBINSDALE APARTMENTS: Case Summary & 3 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Robbinsdale Apartments Housing Associates I, L.L.C.
        3848 West Broadway, Suite 5
        Minneapolis, MN 55422

Bankruptcy Case No.: 07-42301

Chapter 11 Petition Date: July 5, 2007

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtors' Counsel: Chad J. Bolinske, Esq.
                  1660 South Highway 100, Suite 508
                  St Louis Park, MN 55416
                  Tel: (952) 294-0144
                  Fax: (952) 294-0146

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Centerpoint Energy          utility charge            $101,405
P.O. Box 1144
Minneapolis, MN 55440

City of Robbinsdale         water utility              $29,439
4100 Lakeview Avenue N
Minneapolis, MN 55422

XCEL Energy                                             $2,298
P.O. Box 9477
Minneapolis, MN 55484


RUNNING HORSE: La Jolla Wants Relief from Stay Terminated
---------------------------------------------------------
La Jolla Loans Inc. asks the U.S. Bankruptcy Court for the Eastern
District of California to terminate the automatic stay imposed in
Running Horse, L.L.C., dba Running Horse Golf and Country Club's
chapter 11 case, in order to continue with the foreclosure sales.

La Jolla also asks the Court to determine that the Debtor is a
single asset real estate case as defined in Section 101(51B) of
the Bankruptcy Code.

                         La Jolla Debt

La Jolla informs the Court that on April 26, 2005, the Debtor
executed a Note Secured by Deed of Trust in the principal amount
of $10 million.  The Note, according to La Jolla, was structured
in a way that the first 11 interest only payments in the amount of
$108,333 were collected and paid as each came due.  On May 1,
2006, the final balloon balance of $10,108,333 was due to be paid.
Interest rate was 13% as provided under the Note.  To secure
performance under the Note, the Debtor executed two Deeds of Trust
providing a security interest in 33 parcels of land that are part
of the Debtor's property, La Jolla adds.

At the request of the Debtor, La Jolla relates that the due date
was extended to Aug. 1, 2006, provided that interest payments were
made between May 1, 2006 and Aug. 1, 2006.

                             Default

When the Debtor failed to make the interest payment due July 1,
2006, La Jolla served a Notice of Default on July 18, 2006 and set
foreclosure sales for Nov. 22, 2006.

La Jolla relates further that on Nov. 21, 2006, it executed a
Forbearance Agreement with the Debtor.  Under the agreement, the
Debtor acknowledged that as of Nov. 22, 2006, the total amount due
was $11,328,595 plus attorney fees and costs.  The further
acknowledged that the Note would accrue at the daily rate of
$5,565 until retired and also said that it had no claims or
offsets that would diminish or reduce the amount due under the
Note.

La Jolla claims it is owed $12,567,090.

                    Terminate Relief from Stay

La Jolla reminds the Court that under Section 362(g)(1) of the
Bankruptcy Code, the party requesting relief from automatic stay
has the burden of proof on the issue of the Debtor's equity in
property.

La Jolla contends that in its schedules filed with the Court, the
Debtor disputes all secured claims.  Specifically, the Debtor
discloses in its Schedule "D" that it "disputes the priority of
the liens as the priority has not yet been ascertained given the
large number of mechanic's liens that have been file.  Further, La
Jolla says, the Debtor's schedules further states that with regard
to the mechanic's lien, "perfection is also disputed pending
further review."

La Jolla contends that without duplicating scheduled secured
claims and not counting multiple writs of attachment and the PGA
deed of trust, the scheduled liens total $43,869,297.  Adding the
amount of scheduled priority and unsecured claims, the total
amounts to $53,868,625.

In its schedules, the Debtor, La Jolla says, values its property
between $20 million and $40 million.  The Debtor's schedules also
show that no equity exists in the property, La Jolla discloses.

Considering these facts, La Jolla argues that, "there is no
evidence of any reasonable possibility of a successful
reorganization within a reasonable period of time."

Aside from having no equity, La Jolla further argues that despite
being under bankruptcy protection for two months, the Debtor has
not provided La Jolla with any form of adequate protection.

The Court is set to consider La Jolla's request at a hearing
scheduled on Aug. 8, 2007.

La Jolla is represented by Thomas H. Armstrong, Esq., in Fresno,
California.

                         Trump Offer

As reported in the Troubled Company Reporter on July 2, 2007, Mick
Evans, owner of Running Horse, and Donald Trump, CEO of real
estate developer Trump Organization, signed a definitive agreement
in which Mr. Trump will acquire the bankrupt golf course for
$40 million.

                      About Running Horse

Based in Fresno, California, Running Horse, L.L.C., dba Running
Horse Golf and Country Club, -- http://www.runninghorsegolf.com/
-- is a multi-entry private, gated community that has 758 upscale
homesites, an 18-hole championship golf course, and a 42,000-
square foot clubhouse with spa facilities and a fitness center.
The company filed for chapter 11 protection on April 27, 2007
(Bankr. E.D. Calif. Case No. 07-11185).  Riley C. Walter, Esq., in
Fresno, Calif., represents the Debtor.  In its schedules filed
with the Court, the Debtor disclosed total assets of $40,511,674
and total debts of $10,309,327.


RUNNING HORSE: U.S. Trustee Amended Official Committee Composition
------------------------------------------------------------------
Sara L. Kistler, Acting U.S. Trustee for Region 17, amended the
composition of the Official Committee of Unsecured Creditors of
Running Horse, L.L.C., dba Running Horse Golf and Country Club.

The Committee is now composed of:

    (1) Harlan Kelly, Sr.
        3378 West Kearney Boulevard
        Fresno, CA 93706

    (2) Joyce Scampa
        1298 Adode Lane
        Pacific Grove, CA 93950

    (3) Kent Northcross
        P.O. Box 1568
        Tubac, AZ 85646

    (4) Rose Marie Joyce
        11539 Ridge Gate
        Whittier, CA 90601

    (5) John Rothenfluh
        2363 East Cromwell
        Fresno, CA 94720

    (6) Kathleen Sotero
        P.O. Box 804
        Aptos, CA 95001-0804

    (7) Mark Angel
        77 Middle Canyon Road
        Carmel Valley, CA 93924

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

                      About Running Horse

Based in Fresno, California, Running Horse, L.L.C., dba Running
Horse Golf and Country Club, -- http://www.runninghorsegolf.com/
-- is a multi-entry private, gated community that has 758 upscale
homesites, an 18-hole championship golf course, and a 42,000-
square foot clubhouse with spa facilities and a fitness center.
The company filed for chapter 11 protection on April 27, 2007
(Bankr. E.D. Calif. Case No. 07-11185).  Riley C. Walter, Esq., in
Fresno, Calif., represents the Debtor.  In its schedules filed
with the Court, the Debtor disclosed total assets of $40,511,674
and total debts of $10,309,327.


SAMSONITE CORP: CVC Capital Buyout Cues S&P's Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Mansfield, Massachusetts-based luggage manufacturer Samsonite
Corp., including the 'BB-' corporate credit rating, on CreditWatch
with negative implications.  The company had total reported debt
outstanding of about $481.8 million at April 30, 2007.

"The CreditWatch listing follows the announcement that, after
unanimous Board of Directors approval and majority stockholder
approval, Samsonite has entered into a written consent and voting
agreement to be acquired by CVC Capital Partners for about
$1.7 billion in cash, including the assumption of debt," said
Standard & Poor's credit analyst Christopher Johnson.  An
undisclosed amount of debt financing has been committed by third-
party financing sources.

"Although financing details have yet to be disclosed, we expect
that Samsonite's leverage will increase and that its credit
measures will weaken below current levels," said Mr. Johnson.

The transaction, which is expected to close in the fourth quarter
of 2007, is subject to receipt of regulatory approval, as well as
satisfaction of other customary closing conditions.

To resolve the CreditWatch, Standard & Poor's will meet with
management to discuss the financing of the planned transaction and
the company's operating trends.  The company's debt leverage and
operating strategy after the transaction will be key areas of
focus.


SANITEC INDUSTRIES: Files for Chapter 11 Protection in California
-----------------------------------------------------------------
Sanitec Industries, Inc., on Thursday filed for chapter 11
protection with the U.S. Bankruptcy Court for the Central District
of California.

The company said however that its environmentally sound medical
waste treatment services will continue without disruption while it
vigorously defends itself against what it believes to be
unwarranted and frivolous litigation by a Texas firm.

Sanitec is confident its business will continue to thrive while
this matter is quickly and equitably resolved

According to Sanitec Industries' president, Jim Harkess, "The
filing is in the best interest of our customers, creditors and
shareholders by allowing us to focus on our business and avoiding
the continued distraction of protracted litigation."

Sanitec Industries, Inc. is the global patent holder for the
Sanitec(R) Microwave Healthcare Waste Disinfection System(TM).
Healthcare facilities nationwide, ranging from large hospital
systems to single practitioner doctors' offices, utilize Sanitec
systems to transform dangerous healthcare waste into low-volume,
unrecognizable, non-infectious material that requires no further
treatment and can be safely disposed of in municipal landfills.


SANITEC INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
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

Debtor's Nine Largest Unsecured Creditors:

Entity                       Nature of Claim       Claim Amount
------                       ---------------       ------------
Patton Boggs                  Attorney fees           $1,600,000
2550 M. Street Northwest
Washington, DC 20037

MicroWaste Corporation        Judgment                  $665,000
c/o Richard E. Griffin, Esq.
Jackson Walker LLP
1401 McKinney #1900
Houston, TX 72010

Intertech Corp.               Promissory note           $600,000
4838 Jenkins Avenue North
Charleston, SC 29405

Weston Benshoof               Attorney fees             $349,312
333 South Hope Street
16th Floor
Los Angeles, CA 90071

Bank of America               Credit line               $135,000

Eugene Robinson               Debenture                  $80,000

Walter Sleeth                 Debenture                  $60,000

Richard Metz                  Debenture                  $50,000

Automation Electric           Trade                      $37,512

McDonald Hopkins              Attorney fees              $31,924

Tom Dubbs                     Trade                      $28,500

Joe Delloiacovo               Trade                      $25,963

Ruth Bracken                  Debenture                  $25,000

Gerred Sexton                 Debenture                  $25,000

Bernard Fogelman              Debenture                  $20,000

David Burk                    Debenture                  $20,000

Steven Fisher                 Debenture                  $20,000

Peter Fitzgerald              Debenture                  $20,000

G & S Hecker                  Debenture                  $20,000

Jan Eric Pusch                Debenture                  $20,000


SEA CONTAINERS: Court Approves $176.5 Million DIP Financing
-----------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Sea Containers Ltd. and its
debtor-affiliates to obtain $176 million Debtor-in-Possession
Financing Facility from Mariner LCD, Dune Capital LLC and Dune
Capital LP, along with Trilogy Capital LLC and Caspian Capital
Partners LP.

The DIP Facility consists of a term loan of up to $151,500,000,
and a $25,000,000 revolving credit facility.

The Term Loan provides for a non-amortizing term loan available
in a single drawing on the Closing Date.

The Debtors intend to use the proceeds of the Term Loan to make a
capital contribution to SPC Holdings, Ltd., a non-debtor
subsidiary of which SCL holds the entire economic interest.

In turn, Holdings will make a capital contribution to Sea
Containers SPC Ltd., a bankruptcy remote subsidiary.  SPC will
then use the proceeds of the capital contribution to repay an
existing debt securitization facility.

The repayment of the securitization facility will prevent
foreclosure by SPC's lenders, which have alleged a default under
that facility.

In addition, the Term Loan will also be used to pay all costs and
expenses of the DIP Lenders and the DIP Agent relating to the
structuring of the proposed financing for SCL or SPC.

The proceeds of the Revolving Credit Facility will be used for
general corporate purposes of SCL in the ordinary course of
business.

The Debtors believe that the DIP Lenders' proposal is beneficial
to the estate as it offers attractive financing terms, including
no cash up-front fees or break-up fees.

The material terms of the DIP Facility reflected in the DIP
Credit Agreement also contains provision regarding:

  (a) Interest Rate

      The rate of interest per annum with respect to the unpaid
      amount of all DIP Loans will be the Eurodollar Rate for
      the relevant Interest Period plus the Applicable Margin.
      Non-Default Rate interest on the DIP Obligations will be
      payable monthly in arrears.

  (b) Default Rate

      The annual interest rate to the unpaid amount of all DIP
      Loans during the continuance of an Event of Default will
      be the one-month Eurodollar Rate, calculated daily, plus
      the Applicable Margin plus 2.0%.

      With respect to the unpaid amount of all other DIP
      Obligations during the Event of Default, the annual
      interest rate is the default rate that would be applicable
      to Revolving Credit Loans.  The Default Rate interest on
      the DIP Obligations will be payable in cash on demand and
      will be compounded daily.

The DIP Credit Agreement includes customary events of default for
DIP Financings.

SCL's DIP Obligations is secured by a perfected, first priority
security interest and lien on (i) its equity interests in
Holdings and SPC, (ii) all of its cash and cash equivalents, and
(iii) amounts it received or is receivable from Holdings and SPC.

Holdings will guarantee the full payment of the DIP Obligations
when it comes due.

The Guarantee will be secured by a perfected, first priority
security interest in all assets of Holdings.  The amount of the
Guarantee, however, will be limited to the value of Holdings'
assets at the time the guarantee is given.

All DIP Obligations will be granted superpriority administrative
expense claim with priority over all other costs and expenses of
any kind.

As additional protection, SCL agrees not to seek any order that
attempts to grant any other party a superpriority claim or
otherwise subordinate the DIP Obligations or the DIP Lien.

The DIP Lenders' superpriority administrative expense claim will
be payable from all of the Debtors' properties.

SCL will pay all costs and expenses of the DIP Lenders and the
DIP Agent relating to the structuring of the proposed financing
SCL or SPC.

SCL will also pay a refinancing fee equal to 1% of the aggregate
amount of the cash proceeds of the Term Loan on the Closing Date.

Under the DIP Credit Agreement, refinancing is defined as the
repayment or replacement of the DIP Obligations.

SCL will also pay a non-emergence fee on the one-year anniversary
of the DIP Effective Date, in an amount equal to 1% of the
aggregate principal amount then outstanding under the DIP
Facility, unless all outstanding DIP Obligations have already
been fully paid.

An unutilized commitment fee will be paid by SCL at an annual
rate of 1% on the average daily unused portion of the Revolving
Credit Facility, which is payable monthly in arrears.

The DIP Lien and the superpriority of the DIP Obligations will be
subject only to a carve-out for:

   * unpaid fees payable pursuant to Section 1930 of the
     Judiciary and Judicial Procedures Code,

   * all claims for fees and expenses of the Court-approved
     professionals.

The DIP Credit Agreement will terminate once:

   -- all the DIP Obligations are paid in full,
   -- SCL's plan of reorganization is confirmed,
   -- the DIP Obligations are accelerated,
   -- a Sale Order for all of SCL's assets is entered, or
   -- the Debtors' case is converted into a Chapter 7 case.

In either case, the stated maturity of the DIP Credit Agreement
is two years after the Closing Date.

The DIP Lenders' proposal will allow the Debtors to lock in
permanent financing, which will enable them to focus on efforts
going forward on key restructuring initiatives and developing a
confirmable Chapter 11 plan.

On May 3, 2007, Sea Containers Ltd. agreed with Mariner LCD, Dune
Capital LLC and Dune Capital LP, along with Trilogy Capital LLC
and Caspian Capital Partners LP, on a Commitment Letter that set
forth the terms for a DIP facility.

A full-text copy of the May 3, 2007 DIP Financing Agreement is
available for free at: http://ResearchArchives.com/t/s?2172

The parties subsequently amended the DIP Financing Agreement,
which revision was presented to the Court on June 15, 2007.  A
full-text copy of the revised DIP Financing Agreement is
available for free at: http://ResearchArchives.com/t/s?2173

                     About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court extended the Debtors' exclusive period to file a Plan
of Reorganization to Sept. 28, 2007.  (Sea Containers Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SKILLED HEALTHCARE: IPO Completion Cues S&P to Lift Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Foothill
Ranch, California-based nursing home operator Skilled Healthcare
Group Inc.  The corporate credit rating was raised to 'B+' from
'B'.  The secured bank loan ratings were raised to 'BB-' from 'B',
and the recovery rating was revised to '2', indicating the
expectation for substantial (70%-90%) recovery in the event of a
payment default, from '3'.  The subordinated debt rating was
raised to 'B-' from 'CCC+'.  The ratings were removed from
CreditWatch, where they were placed with positive implications May
2, 2007, following the company's registration to sell common stock
with the stated intention to reduced debt.  The outlook is stable.

"The corporate credit rating change reflects the completion of the
May 2007 IPO, and the beneficial impact on the company's financial
profile," said Standard & Poor's credit analyst David Peknay.

Skilled used approximately $117 million of net proceeds from the
IPO to repay most of the existing balance on its revolving credit
facility and repay about $70 million of its senior subordinated
notes.  The revision to the bank loan and recovery ratings are the
result of the upgrade to the corporate credit rating as well as
changes to the recovery rating scale that were implemented on
June 7, 2007.

The low-speculative-grade rating on Skilled reflects the risks
associated with the company's concentration in only three states,
its exposure to uncertain third-party reimbursement, and risks
associated with a relatively aggressive growth strategy.


SOLUTIA INC: Recorded Claims Transfers as of July 2
---------------------------------------------------
The Bankruptcy Clerk for the U.S. Bankruptcy Court for the
Southern District of New York recorded a total of $1,443,639
claims which changed hands between June 27, 2007 and July 2,
2007 in Solutia Inc. and its debtor-affiliates' chapter 11
cases:
                                                   Face Amount
Transferor           Transferee       Claim No.     of Claims
----------           ----------       ---------     ---------
Sig Southwest Inc.    Argo Partners            -       $56,162


Aceto Corp.           Hain Capital          1584        96,066
                     Holdings, LLC

Comprehensive Search  CVI GVF (Lux)            -       218,680
                     Master S.a.r.l.

Comprehensive Search, CVI GVF (Lux)         3407       217,751
Inc.                  Master S.a.r.l.

Comprehensive Search, CVI GVF (Lux)         3407       218,228
Inc.                  Master S.a.r.l.

Regional Valve Corp.  CVI GVF (Lux)            -        67,194
Of Florida            Master S.a.r.l.

US Filter/IonPure     Hain Capital            64       569,558
                     Holdings, LLC

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured Creditors,
and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.

The Court is set to consider approval of the Disclosure
Statement describing Solutia's First Amended Reorganization
Plan on July 10, 2007.  The Debtors' exclusive period to file
a plan expires on July 30, 2007.  (Solutia Bankruptcy News,
Issue No. 91; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


STATION CASINO: Moody's Assigns Corporate Family Rating at (P)B2
----------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 Corporate Family Rating
to Station Casinos, Inc. assuming a post leveraged buyout capital
structure as outlined in its amended preliminary proxy statement
dated June 26, 2007.

Moody's also assigned a (P)Ba2 rating to Station's proposed six
year $500 million senior secured guaranteed revolving credit
facility.  Station's existing senior unsecured and senior
subordinated notes are expected to remain outstanding. Based on
the proposed post LBO capital structure, Moody's will likely
downgrade Station's existing senior unsecured notes to B1 from
Ba2, and its existing senior subordinated notes to Caa1 from Ba3
when the LBO transaction closes later this year.

However, these ratings will remain on review for downgrade until
final terms of debt financings for the LBO are established and
there is a greater certainty that the transaction will close.
The closing remains subject to shareholder and regulatory
approval.

The (P)B2 CFR reflects high pro-forma adjusted debt to EBITDAR
(estimated range of 8x - 8.5x), low EBITDA to interest coverage
(estimated range 1.75x - 2x), a small level of free cash flow for
debt repayment, tight liquidity, and a reliance on earning growth
to improve credit metrics.  Taken together, these considerations
will significantly limit Station's financial flexibility.
Concentration risk in the Las Vegas locals market, off-balance
sheet leveraged development joint ventures, as well as expected
growth in capital spending for new on-balance sheet developments
have been factored into the ratings.

Positive rating consideration was given to the large equity
contribution by affiliates of Colony Capital, LLC, roll-over of
existing equity, and Station's successful development and
operational track record in the stable Nevada regulatory
environment.  The rating outlook is stable reflecting positive
operating trends in the Las Vegas locals market and Moody's
expectation that Station's will increase EBITDA in 2007 and 2008
as a result of positive returns from capital projects and same
store earnings growth.  Station's ratings could be downgraded if
earnings growth does not meet expectations or if leverage
increases above expected pro-forma levels.  Upside rating momentum
is limited in the near term unless earnings increase at a
materially faster pace then currently contemplated.

The new bank revolver will be guaranteed by certain wholly-owned
subsidiaries and will be secured by a lien on the Texas Station
and Red Rock properties.  Pursuant to Moody's loss given default
methodology, the rating of the proposed senior secured
$500 million bank revolver takes into account the significant
level of unsecured and subordinated debt in the capital structure
that will be junior to the bank revolver.  Should the company
avail itself of the $450 million accordian feature, the rating of
the bank revolver could be revised downward as a result of an
increase in the amount of senior secured debt relative to junior
debt in the capital structure.

Through a series of transactions, Station is expected to sell the
real estate associated with six of its core properties (Palace
Station, Boulder Station, Sunset Station, Santa Fe Station, Fiesta
Rancho and Fiesta Henderson) to indirect wholly-owned unrestricted
special purpose subsidiaries and lease back such real estate.
Station will then sublease the real estate to wholly-owned
restricted operating subsidiaries that have been operating, and
will continue to operate, the properties.  Special purpose
entities affiliated with the Propcos will issue notes in the
aggregate principal amount of $2.725 billion collateralized by a
lien on the aforementioned real estate and an assignment of the
leases.  The CMBS notes will be serviced by lease payments from
the Opcos.

Station will finance the LBO with new equity ($2.6 billion),
issuance of $2.725 billion of collateralized mortgage securities
and drawings under the new bank revolver; the existing senior and
senior subordinated notes are expected to remain outstanding.

On February 23, 2007, the company entered into a definitive merger
agreement with Fertitta Colony Partners LLC, pursuant to which FCP
agreed to acquire all of Station's outstanding common stock for
$90 per share in cash.  FCP is a new company formed by Frank J.
Fertitta III, Chairman and Chief Executive Officer of Station,
Lorenzo J. Fertitta, Vice Chairman and President of Station and
Colony Capital Acquisitions, LLC, an affiliate of Colony Capital,
LLC.

On June 26, 2007, Station filed an amended preliminary proxy
statement and related materials with the Securities and Exchange
Commission that provides details about the pending sale of the
company.

Ratings assigned to Station Casinos, Inc. post LBO:

-- Corporate Family Rating at (P)B2

-- Probability of Default at B2

-- Outlook: Stable

-- $500 million senior secured revolving credit facility at
    (P)Ba2 (LGD1, 4%)

Station Casinos, Inc. owns and operates gaming and entertainment
facilities including Red Rock Casino Resort Spa, Palace Station
Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station
Hotel & Casino, Wildfire Casino and Wild Wild West Gambling Hall &
Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel
and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and
Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel,
Magic Star Casino, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.

Station also owns a 50% interest in Green Valley Ranch Station
Casino, Barley's Casino & Brewing Company and The Greens in
Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
Station manages Thunder Valley Casino near Sacramento, California
on behalf of the United Auburn Indian Community.


SWIFT & COMPANY: Tender Offer Expiration Extended Until Tomorrow
----------------------------------------------------------------
Swift & Company and its affiliates S&C Holdco 3, Inc. and Swift
Foods Company extended their previously announced cash tender
offers.

The tender offers, previously scheduled to expire at midnight, New
York City time, on July 5, 2007, will now expire at 8:00 a.m., New
York City time, on Tuesday, July 10, 2007, unless further extended
by the companies.

The tender offers are being extended to coordinate the closing of
the tender offers with the closing of the previously announced
acquisition of SFC by J&F Participacoes, S.A., a Brazilian
corporation.  Except for the extension of the Offer Expiration
Date, all terms and conditions of the tender offers are unchanged
and remain in full force and effect.

On June 21, 2007, the companies disclosed that they have received
the requisite consents to adopt the proposed amendments to the
applicable indentures governing the:

    * 10-1/8% Senior Notes due 2009 issued by S&C,

    * 12-1/2% Senior Subordinated Notes due January 1, 2010 issued
      by S&C,

    * 11.00% Senior Notes due 2010 issued by S&C Holdco 3, and

    * 10.25% Convertible Senior Subordinated Notes due 2010 issued
      by SFC,

pursuant to the consent solicitations.

The Companies have been advised by the depositary for the tender
offers that, as of 5:00 p.m., New York City time, on July 5, 2007,
S&C has received validly tendered and not withdrawn tenders of:

    (i) approximately $ 265.8 million of outstanding 10-1/8%
        Senior Notes, or approximately 99.2% of the aggregate
        principal amount of 10-1/8% Senior Notes outstanding and

   (ii) approximately $137.7 million of outstanding Subordinated
        Notes, or approximately 91.8% of the aggregate principal
        amount of Subordinated Notes outstanding.

S&C Holdco 3 has received validly tendered and not withdrawn
tenders and consents of approximately $125.1 million of
outstanding 11.00% Senior Notes, or approximately 99.9% of the
aggregate principal amount of 11.00% Senior Notes outstanding.

SFC has received validly tendered and not withdrawn tenders and
consents of approximately $94.2 million of outstanding Convertible
Notes, or approximately 99.9% of the aggregate principal amount of
Convertible Notes outstanding.

Each company, the applicable guarantors and the trustee have
entered into a supplemental indenture for the applicable Notes
giving effect to the amendments.  The amendments to the indentures
contained in such supplemental indentures became effective upon
execution of the supplemental indenture, but will not become
operative until the date on which all Notes validly tendered prior
to the Offer Expiration Date are accepted for purchase pursuant to
the terms of the Offer Documents.  The right to withdraw tendered
Notes and to revoke delivered consents terminated upon execution
of the supplemental indentures.

The tender offers and consent solicitations are being made upon
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated June 7, 2007, as
amended and supplemented by the Supplement and Amendment to Offer
to Purchase and Consent Solicitation Statement dated June 19,
2007, and the accompanying Consent and Letter of Transmittal.

The companies are making the tender offers and consent
solicitations in connection with the Acquisition.

The tender offers by each company will expire on the Offer
Expiration Date and the deadline for holders of the Notes to
tender their Notes will be the Offer Expiration Date.

The tender offers are conditioned upon, among other things, the
consummation of the Acquisition.  Each company expects to pay for
any of its Notes purchased pursuant to its tender offer and
consent solicitation in same- day funds on a date promptly
following the satisfaction or waiver of the conditions to the
closing of the Acquisition and the acceptance of such validly
tendered and not withdrawn Notes.

The companies have retained J.P. Morgan Securities Inc. to act as
the Dealer Manager and the Solicitation Agent in connection with
the tender offers and consent solicitations.  Questions about the
tender offers and consent solicitations may be directed to J.P.
Morgan Securities Inc. at (800) 245-8812 (toll free) or (212) 270-
1477 (collect).  Copies of the Offer Documents may be obtained
from D.F. King & Co., Inc., the Information Agent for the tender
offers and consent solicitations, at (800) 290-6427 (toll free) or
(212) 269- 5550 (collect).

                       About Swift & Company

Headquartered in Greeley, Colorado, Swift & Company --
http://www.swiftbrands.com/-- is the third-largest processor of
fresh beef and pork in the U.S. and the largest beef processor in
Australia.  The company processes, prepares, packages, markets and
delivers fresh, further-processed and value-added beef and pork
products to customers in the United States and international
markets.


SWIFT & CO: S&P Revises CreditWatch to Positive from Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to J&F I Finance Co., and its 'B-' unsecured debt
rating to J&F I Finance's proposed:

    * $200 million of senior notes due 2015,
    * $200 million of senior toggle notes due 2015, and
    * $200 million of senior floating rate notes due 2014.

J&F I Finance Co. will be merged with and into Swift & Co.

At the same time, Standard & Poor's revised the CreditWatch
implications of all ratings on Swift, including the 'B' corporate
credit rating, to positive from developing, where they were placed
on May 29, 2007, following JBS S.A.'s (JBS; B+/Watch Neg/--)
announcement that its holding company J&F  Participacoes (J&F; not
rated) had signed an agreement for the acquisition of 100% of
U.S.-based Swift for $1.4 billion (enterprise value).

All ratings on J&F I Finance are placed on CreditWatch with
positive implications, meaning the ratings may be raised or
affirmed following the completion of Standard & Poor's review.
The ratings on Brazil-based meat processing company JBS remain on
CreditWatch with negative implications, where they were placed on
May 29, 2007 following the Swift acquisition announcement.

Proceeds from the proposed notes offerings will be used to finance
the acquisition of Swift, along with $500 million of equity from
J&F, and approximately $300 million-$400 million of borrowings on
Swift's proposed $700 million asset-based revolving credit
facility (unrated), which matures in May 2012.

Pro forma for the transaction, rated debt at Swift will be
approximately $600 million.

Although Swift is being acquired by J&F I Finance, a subsidiary of
J&F, Standard & Poor's views JBS and Swift as one economic entity
given the common ownership, management, and lines of businesses of
the two companies, the consolidation of the Swift brand under one
owner, and the willingness of its owners to contribute $500
million of equity to complete this transaction.  "We believe that
the new owners will face some challenges in acquiring Swift given
its very weak performance of the last several years due to mad cow
disease, its low margins, the highly competitive operating
environment, and the inherent differences of the U.S. market,"
said Standard & Poor's credit analyst Jayne Ross.

The resolution of the CreditWatch will depend on the final
acquisition and funding details, including the ultimate
capitalization structure at Swift and JBS. The Swift ratings could
be raised to 'B+' and equalized with JBS, and JBS' ratings would
be affirmed if significant additional equity is contributed to the
transaction, for example as a result of the announced commitment
to JBS from BNDES Participacoes S.A. for up to R$1.46 billion
(approximately $750 million) and a commitment from J&F for up to
R$390 million (approximately $200 million). Upon closing of the
new financing transaction, Standard & Poor's existing senior
unsecured and subordinated debt ratings on Swift will be withdrawn
when these notes get repaid.

"We will resolve the CreditWatch listings for both Swift and JBS
upon closing of the acquisition and completion of the financing,"
said Ms. Ross.  "Any further significant change in financing
details could result in a revision of these proposed ratings at
both Swift and JBS."


TOWER ENTERPRISES: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tower Enterprises, Ltd.
        P.O. Box 1025
        Siloam Springs, AR 72761

Bankruptcy Case No.: 07-72065

Chapter 11 Petition Date: July 5, 2007

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Donald A. Brady, Jr., Esq.
                  Adams, Brady & Jackson, PLLC
                  216 1/2 East Emma Avenue
                  Springdale, AR 72764
                  Tel: (479) 927-9062
                  Fax: (479) 927-9039

Total Assets: $8,137,214

Total Debts:  $5,156,519

Debtor's List of its 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Ken Fullerton                  Lot Swap                   $120,000
Highway 412 East
Siloam Springs, AR 72761

Leon Davis/Davis Family Trust  Lot Swap                   $120,000
1270 U.S. Highway 412 West
Siloam Springs, AR 72761

C.O. Ising                     Real Estate                 $75,000
107 A Gunter Street
Siloam Springs, AR 72761

Mary Ellen Michael             2nd Mortgage                $50,000

S.D. Lawlis                    Personal Loan               $50,000

John Gee Excavation            Excavation Services         $44,182

Jerry and Shelly Reid          Asphalt Street              $30,000

Zurich North America           Payroll Audit               $28,028

James Surveying and            surveying of McClellan       $8,175
Consulting                     Property

Civil Engineering Inc.         McClellan                    $4,406

Benton County Stone            McClellan Meadows            $4,355

First Comp                     Audit                        $2,882


TWEETER HOME: Gets Final Court OK to Use GECC Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
authority, on a final basis, to use the cash collateral securing
repayment of their obligation to General Electric Capital
Corporation, as administrative agent to the Debtors' prepetition
lenders.

Specifically, the Court permitted the Debtors to use the fund on
the earlier of:

  -- January 11, 2008;

  -- the effective date of a plan of reorganization for any of
     the Debtors;

  -- the date of consummation of a sale of all of the Debtors'
     assets; and

  -- the occurrence of an event of default.

The Debtors said they need to use Cash Collateral to meet payroll
obligations and pay necessary expenses.

The Prepetition Lenders will receive replacement liens as adequate
protection on account of the granting of liens in favor of the DIP
Lenders, the Debtors' use of Cash Collateral, and other diminution
in value of the Cash Collateral.

The Debtors will also establish an account in the control of the
agent under their Prepetition Credit Agreement.  In the event of
default, the Debtors will deposit $600,000 from the proceeds of
any sale, lease or other disposition of assets to secure any
reimbursement, indemnification or other continuing obligations of
the Debtors in favor of the Prepetition Agent and the Prepetition
Lenders.

The Official Committee of Unsecured Creditors will have right and
standing, and will act as the Debtor-estates' representative, to
bring any claims or causes of action challenging the validity,
extent, perfection or priority of the mortgage, security
interests and liens of the Prepetition Lenders.  Any other party-
in-interest with requisite standing may also bring a similar
challenge.  However, any claim or causes of action against the
Prepetition Agent or the Prepetition Lenders must be commenced by
September 5, 2007, unless extended.

                       About Tweeter Home

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

The Debtors' exclusive period to file a plan expires on Oct. 9,
2007.  Tweeter Bankruptcy News, Issue No. 5, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


TWEETER HOME: Asset Sale Procedures Get Court Approval
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the procedures proposed by Tweeter Home Entertainment Group Inc.
and its debtor-affiliates for the sale of substantially all of
their assets.

Specifically, the Court ruled that the United States Trustee may
appoint a consumer privacy ombudsman, and the Debtors will give
notice of the proposed sale to the consumer privacy ombudsman.

In a separate order, the Court said Whippoorwill Associates, Inc.
and Bay Harbour Management, L.C., will be entitled to a break-up
fee and expense reimbursement equal to 3% of the purchase price.
These rules will apply at any auction that includes the Tivoli
Audio LLC assets:

  -- the minimum initial overbid will provide value to the
     Debtors of not less than $250,000 above the return to be
     provided after payment with respect to the break-up fee and
     expense reimbursement;

  -- subsequent overbids must be in increments of at least
     $250,000 in cash; and

  -- Whippoorwill and Bay Harbour Management will be entitled to
     credit bid the amount of the break-up fee and expense
     reimbursement.

Last month, Tweeter Home disclosed in a press statement two
"stalking horse" bids for its assets in connection with
the company's Chapter 11 reorganization efforts.

Schultze Asset Management LLC has made a $38 million "going
concern" bid for substantially all of the Company's assets.
Schultze would also assume $8 million of Tweeter's "cure costs"
associated with the company's bankruptcy proceeding, as well as
provide the national specialty consumer electronics retailer with
a $10 million junior debtor-in-possession line of credit.  Tweeter
intends to use the $10 million in new funding to purchase
merchandise and for other general corporate purposes.

Schultze's bid includes the purchase of Tweeter's 18.75% interest
in Tivoli Audio, LLC

Separately, Whippoorwill Associates, Inc. and Bay Harbour
Management, L.C. have teamed up to make a $10 million bid for just
Tweeter's Tivoli ownership interest.

An auction will commence on July 10, 2007 among Schultze,
Whippoorwill, Bay Harbour and any other qualified bidder.

"We are pleased to complete these important steps in our
restructuring process as we move forward," said Tweeter President
and CEO Joe McGuire.  "Our objective is to bring cash into the
Company as quickly and responsibly as possible and today's events
move us closer to that goal."

                  About Schultze Asset Management

Founded in 1998, Schultze Asset Management, LLC --
http://www.samco.net/-- is a leading alternative investments firm
specializing in distressed and special situations investing.  The
firm manages approximately $725 million in assets on behalf of
institutional and high net worth clients located throughout the
world. Schultze's offices are in Purchase, NY.

          About Whippoorwill Associates and Bay Harbour

Whippoorwill Associates, Inc. and Bay Harbour Management L.C. are
investment managers specializing in distressed securities and
special situations.

                       About Tweeter Home

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

The Debtors' exclusive period to file a plan expires on Oct. 9,
2007.  Tweeter Bankruptcy News, Issue No. 5, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


UNITED AIR: Unit Expects $40 Million Gain in Sale of ARINC Stake
----------------------------------------------------------------
UAL Corporation's wholly-owned subsidiary, United Air Lines, Inc.,
along with five other airlines, entered into a Stock Purchase
Agreement with ARINC Inc., and Radio Acquisition Corp., an
affiliate of the Carlyle Group.

Under the agreement, the airlines, holding over 90% of ARINC
shares, will sell their respective stakes to Radio Acquisition.
The sale is expected to close before Oct. 31, 2007.

According to the company, it expects to receive proceeds of
approximately $125 million and record more than $40 million gain
from the sale.

In a report by the Wall Street Journal, along with United Air, the
other airlines in the deal are:

    * AMR Corp.'s American Airlines Inc.,
    * Continental Airlines Inc.,
    * Delta Air Lines Inc.,
    * Northwest Airlines Corp. and
    * US Airways Group Inc.

                          About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--
is an equity firm with $46.9 billion under management.  Carlyle
invests in buyouts, venture & growth capital, real estate and
leveraged finance in Asia, Europe and North America, focusing on
aerospace & defense, automotive & transportation, consumer &
retail, energy & power, healthcare, industrial, technology &
business services and telecommunications & media.  The firm has
invested $24 billion of equity in 576 transactions for a total
purchase price of $101.8 billion.  Carlyle portfolio companies
have more than $68 billion in revenue and employ more than 200,000
people around the world.

                           About ARINC

ARINC Inc. - http://www.arinc.com/-- provides transportation
communications and systems engineering.  The company has locations
in Germany, Spain, China, Japan, Taiwan, Thailand and Singapore,
among others.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Air Lines, Inc.  United Airlines is the world's second largest air
carrier.  The company filed for chapter 11 protection on Dec. 9,
2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Wedoff
confirmed the Debtors' Second Amended Plan on Jan. 20, 2006.  The
company emerged from bankruptcy protection on Feb. 1, 2006.

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2007, Fitch
Ratings has affirmed the Issuer Default Ratings of UAL Corp.
and its principal operating subsidiary United Airlines Inc. at B-.


US AIRWAYS: Inks Agreement Selling ARINC Stake to Carlyle
---------------------------------------------------------
US Airways Group Inc., along with five other airlines, entered
into a Stock Purchase Agreement selling their stake in ARINC Inc.
to Radio Acquisition Corp., an affiliate of the Carlyle Group, the
Wall Street Journal reports.

The five other airlines are:

    * AMR Corp.'s American Airlines Inc.,
    * UAL Corp.'s United Air Lines Inc.,
    * Continental Airlines Inc.,
    * Delta Air Lines Inc. and
    * Northwest Airlines Corp.

According to the report, the airlines, who holds over 90% of ARINC
shares, expects to gain around $1 billion. The sale is expected to
close before Oct. 31, 2007.

AMR said that it expects to receive $194 million from the sale
while UAL said it expect to get $125 million.

WSJ relates that the airlines declined to comment further on the
deal.

                         About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--
is an equity firm with $46.9 billion under management.  Carlyle
invests in buyouts, venture & growth capital, real estate and
leveraged finance in Asia, Europe and North America, focusing on
aerospace & defense, automotive & transportation, consumer &
retail, energy & power, healthcare, industrial, technology &
business services and telecommunications & media.  The firm has
invested $24 billion of equity in 576 transactions for a total
purchase price of $101.8 billion.  Carlyle portfolio companies
have more than $68 billion in revenue and employ more than 200,000
people around the world.

                           About ARINC

ARINC Inc. - http://www.arinc.com/-- provides transportation
communications and systems engineering.  The company has locations
in Germany, Spain, China, Japan, Taiwan, Thailand and Singapore,
among others.

                      About U.S. Airways Group

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Standard & Poor's Ratings Services assigned its 'B' rating to US
Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated.


WAMU MORTGAGE: Moody's Assigns Low-B Ratings to Two Certificates
----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by WaMu Mortgage Pass-Through Certificates,
Series 2007-OA6, and ratings ranging from Aa1 to B2 to the
subordinate certificates in the deal.

The securitization is backed by adjustable-rate, negatively
amortizing Alt-A residential mortgage loans originated by
Washington Mutual Bank.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination.  Moody's expects collateral losses to range from
0.95% to 1.15%

Washington Mutual Bank will service the loans and Washington
Mutual Mortgage Securities Corp. will act as its administrative
agent with respect to the servicing of the loans.

The complete rating actions are:

WaMu Mortgage Pass-Through Certificates, Series 2007-OA6 Trust

WaMu Mortgage Pass-Through Certificates, Series 2007-OA6

-- Cl. 1A, Assigned Aaa
-- Cl. 1A-1B, Assigned Aaa
-- Cl. 2A, Assigned Aaa
-- Cl. CA-1B, Assigned Aaa
-- Cl. CA-1C, Assigned Aaa
-- Cl. 1X-PPP, Assigned Aaa
-- Cl. 2X-PPP, Assigned Aaa
-- Cl. R, Assigned Aaa
-- Cl. B-1, Assigned Aa1
-- Cl. B-2, Assigned Aa1
-- Cl. B-3, Assigned Aa1
-- Cl. B-4, Assigned Aa1
-- Cl. B-5, Assigned Aa2
-- Cl. B-6, Assigned A2
-- Cl. B-7, Assigned Baa1
-- Cl. B-8, Assigned Baa3
-- Cl. B-9, Assigned Ba2
-- Cl. B-10, Assigned B2


WOLF RIVER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Wolf River Edge, LLC
        dba The Slipknot
        204 Wolf River Drive
        P.O. Box 534
        Fremont, WI 54940

Bankruptcy Case No.: 07-25175

Chapter 11 Petition Date: July 5, 2007

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Margaret Dee McGarity

Debtor's Counsel: J. David Krekeler, Esq.
                  Krekeler Strother, S.C.
                  15 North Pinckney Street, Suite 200
                  P.O. Box 828
                  Madison, WI 53701-0828
                  Tel: (608) 258-8555
                  Fax: (608) 258-8299

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Dierks Waukesha Foods          Trade Debt                  $50,246
P.O. Box 68-5015
Waukesha, WI 53186

WE Energies                    Utilities                   $31,042
P.O. Box 2089
Milwaukee, WI 53201-2089

Anthony Meyerhofer             Personal Loan               $24,470
N1615 County Road J
Kaukauna, WI 54130-1266

Appleton Acoustical            Trade Debt                  $23,763

Wisconsin Distributors         Trade Debt                  $12,131

Commercial Appliance           Trade Debt                   $9,088

General Beverage Sales Co.     Trade Debt                   $6,392

Badger Wholesale Co. Inc.      Trade Debt                   $5,086

New London Kist Bottling Co.   Soda, Juices Beverage        $4,849

Knaus Cheese Inc.              Trade Debt                   $3,550

Mass Appeal Specialties Inc.   Trade Debt                   $3,053

Meat Processors                                             $2,943

Graichen Sanitation            Trade Debt                   $2,350

Peter Burke                    Trade Debt                   $1,661

Century Tel                    Trade Debt                   $1,563

Lee Beverage of Wisconsin      Trade Debt                   $1,483

Sam's Club                     Trade Debt                   $1,200

CWA Sales and Lease Inc.       Trade Debt                     $990

Quaker Bakery                  Trade Debt                     $960

Superior Chemical Company      Trade Debt                     $910


* BOND PRICING: For the week of July 2 - July 6, 2007
-----------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
AHI-DFLT07/05                         8.625%  10/01/07     71
Aladdin Gaming                       13.500%  03/01/10      0
Albertson's Inc                       6.520%  04/10/28     74
Allegiance Tel                       11.750%  02/15/08     51
Allegiance Tel                       12.875%  05/15/08     16
Amer & Forgn Pwr                      5.000%  03/01/30     66
Atherogenics Inc                      1.500%  02/01/12     47
Atlantic Coast                        6.000%  02/15/34      6
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      9
Budget Group Inc                      9.125%  04/01/06      0
Burlington North                      3.200%  01/01/45     54
Calpine Gener Co                     11.500%  04/01/11     38
Cell Therapeutic                      5.750%  06/15/08     72
Collins & Aikman                     10.750%  12/31/11      2
Color Tile Inc                       10.750%  12/15/01      0
Comprehensive Care                    7.500%  04/15/10     60
Decode Genetics                       3.500%  04/15/11     73
Decode Genetics                       3.500%  04/15/11     72
Delta Mills Inc                       9.625%  09/01/07     16
Desa Intl Inc                         9.875%  12/15/07      0
Deutsche Bank NY                      8.500%  11/15/16     66
Diamond Triumph                       9.250%  04/01/08     64
Dura Operating                        8.625%  04/15/12     66
Dura Operating                        9.000%  05/01/09     11
Dura Operating                        9.000%  05/01/09      7
Dvi Inc                               9.875   02/01/04     10
Encysive Pharma                       2.500%  03/15/12     64
Exodus Comm Inc                      11.250%  07/01/08      0
Fedders North Am                      9.875%  03/01/14     33
Finova Group                          7.500%  11/15/09     21
Florsheim Group                      12.750   09/01/02      0
Ford Motor Co                         6.375%  02/01/29     73
Ford Motor Co                         6.625%  02/15/28     74
Ford Motor Co                         6.625%  10/01/28     74
Golden Books Pub                     10.750%  12/31/04      0
Gulf States STL                      13.500%  04/15/03      0
Insight Health                        9.875%  11/01/11     31
Iridium LLC/CAP                      10.875%  07/15/05     15
Iridium LLC/CAP                      11.250%  07/15/05     16
Iridium LLC/CAP                      13.000%  07/15/05     18
Iridium LLC/CAP                      14.000%  07/15/05     17
JTS Corp                              5.250%  04/29/02      0
Kaiser Aluminum                       9.875%  02/15/02     21
Kaiser Aluminum                      12.750%  02/01/03     11
Kellstrom Inds                        5.500   06/15/03      2
Lehman Bros Holding                  10.000%  10/30/13     69
Lehman Bros Holding                  11.000%  10/25/17     75
Liberty Media                         3.750%  02/15/30     62
Liberty Media                         4.000%  11/15/29     66
Lifecare Holding                      9.250%  08/15/13     67
Missouri PAC RR                       5.000%  01/01/45     75
Motorola Inc                          5.220%  10/01/97     71
Movie Gallery                        11.000%  05/01/12     22
New Orl Grt N RR                      5.000%  07/01/32     66
Northern Pacific RY                   3.000%  01/01/47     52
Northern Pacific RY                   3.000%  01/01/47     52
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     72
O'Sullivan Ind                       10.630%  10/01/08      0
Oakwood Homes                         7.875%  03/01/04     11
Oscient Pharma                        3.500%  04/15/11     74
Outboard Marine                       9.125%  04/15/17      0
Pac-West Telecom                     13.500%  02/01/09     25
Pac-West Telecom                     13.500%  02/01/09     11
PCA LLC/PCA FIN                      11.875   08/01/09      5
Pegasus Satellite                     9.625%  10/15/49      0
Pegasus Satellite                    12.375%  08/01/08      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                         7.250%  01/15/07      0
Polaroid Corp                        11.500%  02/15/06      0
Primus Telecom                        3.750%  09/15/10     73
Primus Telecom                        8.000%  01/15/14     73
Radnor Holdings                      11.000%  03/15/10      0
Read-Rite Corp                        6.500%  09/01/04      0
RJ Tower Corp.                       12.000%  06/01/13      3
Scott Cable Comm                     16.000%  07/18/02      0
SLM Corp                              5.500%  06/15/29     74
SLM Corp                              5.500%  03/15/30     73
SLM Corp                              5.500%  03/15/30     74
SLM Corp                              5.500%  12/15/30     74
SLM Corp                              5.600%  12/15/29     74
SLM Corp                              5.750%  03/15/30     75
SLM Corp                              5.850%  12/15/31     75
Spacehab Inc                          5.500%  10/15/10     52
Times Mirror Co                       7.250%  11/15/96     69
Tom's Foods Inc                      10.500%  11/01/04      2
Tousa Inc                             7.500%  03/15/11     71
Tousa Inc                             7.500%  01/15/15     68
TransTexas Gas                       15.000%  03/15/05      0
United Air Lines                      9.200%  03/22/08     52
United Air Lines                     10.125%  03/22/15     52
United Homes Inc.                    11.000%  03/15/05      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.680%  06/27/08     14
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
USAutos Trust                         2.212%  03/03/11      7
Vesta Insurance Group                 8.750%  07/15/25      4
Werner Holdings                      10.000%  11/15/07      3
Westpoint Steven                      7.875%  06/15/05      0
Westpoint Steven                      7.875%  06/15/08      0
Wheeling-Pitt St                      5.000%  08/01/11     70
Wheeling-Pitt St                      6.000%  08/01/10     70
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***