TCR_Public/070702.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 2, 2007, Vol. 11, No. 154

                             Headlines

ACA CLO: S&P Assigns Preliminary BB Rating to $14MM Class E Notes
ADVANCIS PHARMA: March 31 Balance Sheet Upside-down by $1.2 Mil.
AMERICAN NATURAL: Gets Cease Trade Order for Reporting Delays
AMP'D MOBILE: Committee Taps Otterbourg Steindler as Lead Counsel
AMP'D MOBILE: Committee Taps Klehr Harrison as Co-Counsel

APIDOS CINCO: Moody's Rates Class D Floating Rate Notes at Ba2
AVENUE CLO: Moody's Rates Class E Junior Notes at Ba2
BALLY TOTAL: Files Financial Report for Year Ended December 31
BCE INC: Inks $48.5 Billion Purchase Deal with Teachers Private
BILLY FLOWERS: Voluntary Chapter 11 Case Summary

BLACK PRESS: Offers to Buy Osprey Media at $8.25 Per Unit
BLACK PRESS: Osprey Bid Prompts Moody's Developing Outlook
BLACK PRESS: Osprey Bid Prompts S&P's Negative CreditWatch
BNC MORTGAGE: Moody's Assigns Low-B Ratings to Two Class Certs.
BPO MANAGEMENT: Completes DocuCom Imaging Acquisition

BRIDGEPORT CLO: Moody's Rates Class D Floating Rate Notes at Ba2
C AND C PROPERTIES: Has Until July 23 to File Chapter 11 Plan
CHALLENGER POWERBOATS: March 31 Balance Sheet Upside-Down by $19MM
CHASEFLEX TRUST: Fitch Puts Low-B Ratings on Two Classes
CIT CLO: Moody's Rates $25 Mil. Class E Floating Rate Notes at Ba2

CLEAN HARBORS: Moody's Lifts Corporate Family Rating to Ba3
COUNTRYWIDE ASSET: Fitch Junks Rating on Three Loan Classes
CRATOS CLO: Moody's Rates Class E Floating Rate Notes at Ba2
CREDIT BASED: Fitch Lowers Ratings on Two Classes to Low-B
CREST 2004-1: Fitch Affirms Rating on $96.4 Million Notes at B

CWMBS INC: Fitch Rates $2 Million 2007-11 Class B-3 Certs. at BB
CWMBS INC: Fitch Rates 2007-12 Class B-4 Certificates at B
CWMBS INC: Fitch Rates 2007-13 Class B-4 Certificates at B
DAVID TAMMEN: Case Summary & 17 Largest Unsecured Creditors
DOBSON COMMS: To Be Acquired by AT&T for $2.8 Billion in Cash

DOROTHY CHURCH: Case Summary & 20 Largest Unsecured Creditors
E2 BROKER: Judge McManus Confirms Chapter 11 Plan of Liquidation
EMERSON REINSURANCE: Moody's Rates $45 Million Facility at Ba3
FEDERAL-MOGUL: Court Establishes Plan Confirmation Timeline
FEDERAL-MOGUL: Plan Objectors Streamline Requests

FINLAY ENTERPRISES: Performance Difficulty Cues S&P's Neg. Outlook
FLAGSHIP CLO: Moody's Rates Class E Floating Rate Notes at Ba2
FORD CREDIT: Moody's Rates $39.8 Million Class D Notes at Ba2
FOUR B: Exclusive Plan Filing Period Extended to September 20
FOUR B DEVELOPMENT: Court Okays Keen Realty as Real Estate Broker

GCI INC: S&P Lowers Corporate Credit Rating to BB- from BB
GMAC COMMERCIAL: S&P Lifts Ratings on 10 Certificate Classes
GOODYEAR TIRE: Repays $315 Million in Senior Notes
GREENWICH CAPITAL: Fitch Holds BB+ Rating on Class L Certificates
GREENS CREEK: Moody's Rates Class D Floating Rate Notes at Ba2

GSC PARTNERS: S&P Withdraws BB Rating on Class B Notes
GVI SECURITY: March 31 Balance Sheet Upside-down by $192,000
HANCOCK FABRICS: Wants Court to Extend Removal Period
HEWETT'S ISLAND: Moody's Rates Class E Floating Rate Notes at Ba2
IMAX CORP: Unable to File 2006 Form 10-K by June 30 Deadline

INTERGEN N.V: Moody's Rates $3.5 Billion Loans at Ba3
JP MORGAN: Fitch Affirm Low-B Ratings on 16 Certificate Classes
KB HOME: Posts $148.7 Million Loss in Second Quarter Ended May 31
KONINKLIJKE AHOLD: Shareholders Vote for U.S. Foodservice Sale
LB-UBS COMMERCIAL: S&P Puts Default Rating on Class L Certificates

LBREP/L SUNCAL: Moody's Junks Corporate Family Rating
LCM VI: Moody's Rates Class E Floating Rate Notes at Ba2
LSI CORP: Sells Consumer Products Business to Magnum Semiconductor
LSI CORPORATION: Plans 900 Job Cuts to Reduce Cost
MAGNA ENT: Michael Neuman Resigns as Chief Executive Officer

MARICOPA INDUSTRIAL: Moody's Puts Bond's Ba3 Rating on Watchlist
MOODY FAMILY: S&P Lowers Rating on Series 2005B Bonds to BB
MORGAN STANLEY: Fitch Lowers Ratings on Eight Classes to Low-B
MORGAN STANLEY: Fitch Cuts Rating on Class F-7 Certificates to B+
MORGAN STANLEY: Fitch Holds Junk Ratings on Two Class Certificates

MORTGAGE LENDERS: Exclusive Plan-Filing Period Extended to Oct. 3
MOUNTAIN VIEW: Moody's Rates Class E Floating Rate Notes to Ba2
NAUTILUS RMBS: Fitch Rates $2.5 Million Class C Notes at BB
NELSON EDUCATION: S&P Revises Recovery Rating on First-Lien Loan
NEW CENTURY: Fitch Affirms BB Rating on 2005-A Class B-2 Certs.

NOB HILL: Moody's Rates Class E Floating Rate Notes at Ba2
NORTHWOODS CAPITAL: Moody's Rates Class E Notes at Ba2
OCEAN TRAILS: Moody's Rates Class D Floating Rate Notes at Ba2
PACIFIC LUMBER: Wants Panel's Call for Valuation Advisors Denied
PHH MORTGAGE: Fitch Rates $300,000 Class B-5 Certificates at B

PRUDENTIAL SECURITIES: Fitch Retains Junk Rating on Class H Certs.
QUEBECOR MEDIA: Sues Osprey Media on Black Press Bid Acceptance
RESIDENTIAL ACCREDIT: Fitch Rates $2.9MM Class M-3 Certs. at B
RESIDENTIAL FUNDING: Fitch Assigns B Rating on Class B-2 Certs.
RESIDENTIAL FUNDING: Fitch Puts Low-B Ratings on Four Certificates

RESMAE MORTGAGE: Court Sets July 30 as Admin. Claims Bar Date
RITE AID: Earns $27.6 Million in First Quarter Ended June 2
RUNNING HORSE: Accepts $40 Million Offer of Donald Trump
SATURN CLO: Moody's Rates Class D Floating Rate Notes at Ba2
SAXON ASSET: Fitch Puts Ratings on Three Classes on Watch Negative

SIENA TECH: March 31 Balance Sheet Upside-down by $2.3 Million
SORIN REAL: Fitch Affirms Rating on Class F Notes at BB
STEELCASE INC: Moody's Withdraws Ba1 Corporate Family Rating
STOLLE MACHINERY: Moody's Affirms B2 Corporate Family Rating
TEKTRONIX INC: S&P Rates Proposed $300MM Convertible Notes at BB+

TELOS CLO: Moody's Rates Class E Floating Rate Notes at Ba2
THISTLE MINING: Anton Kakavelakis Replaces Andy Graetz as CFO
THISTLE MINING: May Divest PSGM Due to High Operating Risks
THISTLE MINING: Sells Masbate Gold to CGA Mining for $51 Million
TWEETER HOME: Taps Goulston & Storrs to Assist Skadden Arps

TWEETER HOME: Wants FTI Consulting as Financial Advisors
TWEETER HOME: Taps Peter J. Solomon as Investment Bankers
UNITEDHEALTH GROUP: Gets "Mini-Tender" Notice from TRC Capital
VENTURE VIII: Moody's Rates Class E Deferrable Junior Notes at Ba2
VERTRUE INC: S&P Rates Proposed $460 Million First-Lien Loan at B+

WELLS FARGO: Fitch Assigns B Rating on $752,000 Class B-5 Certs.
WELLS FARGO: Fitch Rates 2007-10 Class B-5 Certificates at B
WELLS FARGO: Fitch Rates 2007-8 Class B-5 Certificates at B
WERNER LADDER: July 9 Set as Administrative Claims Bar Date
WESTWAYS FUNDING: Fitch Assigns BB Rating on Class P Notes

* S&P Takes Various Rating Actions on 63 Classes

* BOND PRICING: For the week of June 25 - June 29, 2007

                             *********

ACA CLO: S&P Assigns Preliminary BB Rating to $14MM Class E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ACA CLO 2007-1 Ltd./ACA CLO 2007-1 LLC's
$322.875 million floating-rate notes.
     
The preliminary ratings are based on information as of June 28,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes, and by the subordinated notes
        and overcollateralization;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's;

     -- The collateral servicer's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
   
                   Preliminary Ratings Assigned
             ACA CLO 2007-1 Ltd./ACA CLO 2007-1 LLC
   
          Class                 Rating          Amount
          -----                 ------          ------
            A                     AAA        $259,000,000
            B                     AA          $19,250,000
            C                     A           $15,750,000
            D                     BBB         $14,875,000
            E                     BB          $14,000,000
            Subordinated notes    NR          $27,125,000
   
                          NR - Not rated.


ADVANCIS PHARMA: March 31 Balance Sheet Upside-down by $1.2 Mil.
----------------------------------------------------------------
Advancis Pharmaceutical Corp.'s consolidated balance sheet at
March 31, 2007, showed $32,785,008 in total assets and $33,968,706
in total liabilities, resulting in a $1,183,698 total
stockholders' deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $10,911,491 in total current assets
available to pay $21,102,467 in total current liabilities.

Advancis reported a net loss of $13.7 million for the first
quarter ended March 31, 2007, compared with a net loss of
$13.8 million in the fourth quarter of 2006 and a net loss of
$7.6 million in the first quarter of 2006.

The higher net loss in the first quarter of 2007 compared to prior
periods was attributable mainly to an increase in total expenses
during the first quarter of 2007.

Advancis reported first quarter 2007 revenue of $1.8 million,
resulting entirely from net Keflex product sales, up from revenue
of $1.2 million in the fourth quarter of 2006 and $860,231 in the
first quarter of 2006.   Advancis reported research and
development expenses in the first quarter of $7.5 million,
compared to fourth quarter 2006 R&D expenses of $6.3 million and
first quarter 2006 R&D expenses of $7.2 million.  Total expenses
for the first quarter of 2007 were $15.5 million, compared to
$14.9 million in the fourth quarter of 2006 and $9.7 million in
the first quarter of 2006.

"We are very pleased to have our Amoxicillin PULSYS regulatory
process on track," stated Edward M. Rudnic, Ph.D., president and
chief executive officer of Advancis.  "Also, we believe our
recently completed financing will allow us to be selective as we
explore potential strategic alternatives over the coming months."

On April 18, 2007, Advancis completed the private placement of
10,155,000 shares of its common stock and warrants to purchase
7,616,250 shares of common stock, at a price of $2.36375 per unit.  
Units sold in the transaction consist of one share of the
company's common stock and a warrant to purchase 0.75 shares of
common stock.

The transaction raised approximately $24 million in gross
proceeds.  Advancis intends to use the proceeds from the financing
to support the regulatory approval process of its Amoxicillin
PULSYS product candidate and for working capital and general
corporate purposes.

The warrants have a five year term and an exercise price of $2.27
per share.  

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?214c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2007.
PricewaterhouseCoopers LLP expressed substantial doubt about
Advancis Pharmaceutical Corporation's ability to continue as a
going concern after auditing the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  PwC pointed to the
company's recurring losses from operations and insufficient
liquidity to fund its ongoing operations.

                  About Advancis Pharmaceutical

Advancis Pharmaceutical Corporation (Nasdaq: AVNC) --
http://www.advancispharm.com-- is a pharmaceutical company  
focused on the development and commercialization of anti-infective
drug products that fulfill substantial unmet medical needs in the
treatment of infectious disease.  The company is developing a
portfolio of anti-infective drugs based on its novel biological
finding that bacteria exposed to antibiotics in front-loaded
staccato bursts, or "pulses," are killed more efficiently and
effectively than those under standard treatment regimens.  Based
on this finding, Advancis has developed a proprietary, once-a-day
pulsatile delivery technology called PULSYS(TM).


AMERICAN NATURAL: Gets Cease Trade Order for Reporting Delays
-------------------------------------------------------------
American Natural Energy Corporation was issued a cease trade order
by the British Columbia Securities Commission restricting trading
in the company's securities by specified insiders of the company
until the company files the annual financial statements and
related annual filings.

The company was unable to file its annual financial statements for
the year ended Dec. 31, 2006, by the April 30, 2007 deadline.

The company discloses that as a result of the factors noted in the
company's notice of default, specifically impediments to the
issues of the independence of the auditors of the company, the
company has been unable to complete the annual financial
statements and related annual filings and will be unable to file
the annual financial statements and related annual filings prior
to June 30, 2007.

Consequently, the company will also be delayed in filing its
interim financial statements for the three-months ended March 31,
2007, which were due by May 30, 2007.  

The company expects that it will be cease traded by the BC
Securities Commission on or after June 30, 2007.  The company is
unable to provide a date when it expects to file the Annual
Financial Statements and the Interim Financial Statements.

                      About American Natural

Based in Tulsa, Oklahoma, American Natural Energy Corporation (TSX
Venture: ANR.U) -- http://www.annrg.com/-- was formed in January  
2001 to focus on the acquisition, development and exploitation of
oil and natural gas reserves.  The company's objective is to grow
an oil and natural gas reserve base through development,
exploitation and exploration drilling within the current and
future boundaries of its St. Charles Parish, Louisiana properties,
including its ExxonMobil Joint Development area.

                          Going Concern

In the going concern paragraphs of the company's financial
statements for the quarter ended Sept. 30, 2006, the company says
that its negative working capital and losses incurred raise
substantial doubt about its ability to continue as a going
concern.  The ability of the company to mitigate these factors and
continue as a going concern is dependent upon adequate sources of
capital and its ability to sustain positive results from
operations.

At Sept. 30, 2006, the company had total assets of $7,877,462,
total liabilities of $22,787,266, and a stockholders' deficit of
$14,909,804.


AMP'D MOBILE: Committee Taps Otterbourg Steindler as Lead Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Amp'd Mobile
Inc.'s bankruptcy case seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to retain Otterbourg,
Steindler, Houston & Rosen, P.C., as its lead bankruptcy counsel,
nunc pro tunc to June 13, 2007.

As lead counsel, Otterbourg Steindler will:

  (a) assist and advise the Creditors Committee in its
      consultation with the Debtor relative to the
      administration of its bankruptcy case;

  (b) attend meetings and negotiate with the representative of
      the Debtor;

  (c) assist and advise the Creditors Committee in its
      examination and analysis of the conduct of the Debtor's
      affairs;

  (d) assist the Creditors Committee in the review, analysis and
      negotiation of any plan of reorganization or asset
      acquisition proposals that may be filed and to assist the
      Creditors Committee in the review, analysis and
      negotiation of the disclosure statement accompanying any
      plan of reorganization;

  (e) assist the Creditors Committee in the review, analysis,
      negotiation of any financing agreements;

  (f) take all necessary action to protect and preserve the
      interests of the Creditors Committee, including possible
      prosecution of actions on its behalf, negotiations
      concerning all litigation in which the Debtor is involved,
      and review and analysis of claims filed against the
      Debtor's estate;

  (g) generally prepare on behalf of the Creditors Committee all
      necessary motions, applications, answers, orders,
      reports and papers in support of positions taken by the
      Committee; and

  (h) appear before the Court, the Appellate Courts, and
      the U.S. Trustee, and to protect the interests of the
      Creditors Committee before those courts and before the
      U.S. Trustee.

Otterbourg Steindler will be paid according to its customary
hourly rates:

    Partner/Counsel              $510 to $750
    Associate                    $245 to $555
    Paralegal/Legal Assistant    $150 to $205

Otterbourg Steindler will also be reimbursed for its necessary
out-of-pocket expenses.

Brett H. Miller, Esq., a member of Otterbourg Steindler, assures
the Court that his firm does not represent any interest adverse
to the Creditors Committee, and is a "disinterested person" as
the term is defined in Section 101(14).

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. 6;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/    
or 215/945-7000)


AMP'D MOBILE: Committee Taps Klehr Harrison as Co-Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Amp'd Mobile
Inc.'s bankruptcy case asks the U.S. Bankruptcy Court for the
District of Delaware for authority to retain Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, as its co-counsel, nunc pro
tunc to June 15, 2007.

The Creditors Committee has selected Klehr Harrison because the
firm has considerable expertise in the fields of bankruptcy,
insolvency, reorganizations, liquidations, debtors' and
creditors' rights, debt restructuring and corporation
reorganizations, commercial litigation, commercial real estate
and intellectual property, Edward M. King, Esq., counsel for
Sitel Corporation, chairperson of the Creditors Committee, tells
the Court.

As co-counsel, Klehr Harrison will:

  (a) assist, advise and represent the Creditors Committee in
      its consultation with the Debtor in connection with the
      administration of its Chapter 11 case;

  (b) assist, advise and represent the Creditors Committee in
      analyzing the Debtor's assets and liabilities,
      investigating the extent and validity of liens and
      participating in and reviewing any proposed asset sales or
      dispositions;

  (c) attend meetings and negotiate with the representatives of
      the Debtor and secured creditors;

  (d) assist and advise the Creditors Committee in its
      examination and analysis of the conduct of the Debtor's
      affairs;

  (e) assist the Creditors Committee in the review, analysis and
      negotiation of any plan of reorganization that may be
      filed and to assist the Creditors Committee in the review,
      analysis and negotiation of the disclosure statement
      accompanying any reorganization plan;

  (f) assist the Creditors Committee in the review, analysis,
      and negotiation of any financing or funding agreements;

  (g) take all necessary action to protect and preserve the
      interests of the Creditors Committee, including, without
      limitation, the prosecution of actions on its behalf,
      negotiations concerning all litigation in which the Debtor
      is involved, and review and analysis of all claims filed
      against the Debtor's estate;

  (h) generally prepare and file on behalf of the Creditors
      Committee all necessary motions, applications, answers,
      orders, reports and papers in support of positions taken
      by the Creditors Committee; and

  (i) appear, as appropriate, before the Court, the Appellate
      Courts, and other Courts in which matters may be heard and
      to protect the interests of the Creditors Committee before
      said Courts and the United States Trustee.

Klehr Harrison will be paid according to its customary hourly
rates:

     Professional                    Hourly Rates
     ------------                    ------------
     Partners                        $325 to $600
     Associates                      $205 to $325
     Paralegals                      $120 to $190

Two of Klehr Harrison's professionals will lead the Creditors
Committee's representation:

     Christopher Ward, Esq.            $300
     Melissa Hughes, paralegal         $150

Klehr Harrison will also be reimbursed for any out-of-pocket
expenses it incurs.

Christopher A. Ward, Esq., a senior associate at Klehr Harrison,
assures the Court that his firm does not represent any interest
adverse to the Creditors Committee.  Mr. Ward adds that his firm
is a "disinterested person" as the term is defined in 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. 6;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/    
or 215/945-7000)


APIDOS CINCO: Moody's Rates Class D Floating Rate Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Apidos Cinco CDO :

-- Aaa to the $37,500,000 Class A-1 Floating Rate Notes due 2020;

-- Aaa to the $200,000,000 Class A-2a Floating Rate Notes due
    2020;

-- Aa1 to the $22,500,000 Class A-2b Floating Rate Notes due
    2020;

-- Aa2 to the $19,000,000 Class A-3 Floating Rate Notes due 2020;

-- A2 to the $18,000,000 Class B Deferrable Floating Rate Notes
    due 2020;

-- Baa2 to the $14,000,000 Class C Floating Rate Notes due 2020;
    and

-- Ba2 to the $11,000,000 Class D Floating Rate Notes due 2020.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Senior Secured Loans,
Senior Unsecured Loans, Debt Securities, Finance Leases, Synthetic
Securities and Structured Finance Obligations due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Apidos Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


AVENUE CLO: Moody's Rates Class E Junior Notes at Ba2
-----------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by Avenue CLO VI, Ltd :

-- Aaa to the $336,000,000 Class A-1 Senior Notes;
-- Aa1 to the $37,000,000 Class A-2 Senior Notes;
-- Aa2 to the $33,000,000 Class B Senior Notes;
-- A2 to the $24,000,000 Class C Deferrable Mezzanine Notes;
-- Baa2 to the $19,000,000 Class D Deferrable Mezzanine Notes;
-- Ba2 to the $13,000,000 Class E Deferrable Junior Notes; and
-- Baa2 to the $3,000,000 Class F Combination Notes.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the
Combination Notes addresses only the ultimate receipt of the
initial principal balance.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Senior Secured Loans,
Second Lien Loans and Senior Unsecured Loans due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Avenue Capital Management II, LP will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


BALLY TOTAL: Files Financial Report for Year Ended December 31
--------------------------------------------------------------
Bally Total Fitness Holding Corp. on Friday filed its 2006 Annual
Report on Form 10-K with the U.S. Securities and Exchange
Commission.

The issues related to accounting for deferred revenue and certain
errors in prior year member data discussed in the Company's 12b-25
filing dated March 15, 2007 have been resolved as part of the
completion of the financial statements for the year ended Dec. 31,
2006.  The company says that no restatements of prior year
financial statements were required.

    Resolution of Issues Relating to Deferred Revenue Estimates

The company's revenue recognition objective is to recognize
revenue on a straight-line basis over the longer of the membership
contractual period or the estimated member term.  This objective
requires the estimation of membership terms.  These estimated
terms are based on historical average membership terms.

The company updates these estimates quarterly and reflects the
effects of its most current estimates in its reported revenues and
deferred revenues.

As previously disclosed, in determining the amount of its deferred
revenue liability, the company identified certain errors in its
historical member data used to create estimates of membership
term.  Consequently, the company performed an extensive evaluation
of the data and assumptions used in these estimates, and the
impact the identified errors had on its estimates of membership
term and its estimate of deferred revenue on previously reported
annual and interim consolidated financial statements.

The effect on previously reported annual periods through Dec. 31,
2005 was included in the company's adjustment to record the
cumulative effect of adopting Staff Accounting Bulletin No. 108,
"Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements,"
as a decrease to the accumulated deficit at January 1, 2006.

The company's 2006 year-end evaluation of estimates of membership
term effected in the fourth quarter resulted in an increase to
membership revenue and a reduction in deferred revenue of
$71.0 million.

                      Summary Financial Results

Consolidated net revenues for the year ended Dec. 31, 2006
increased 6% to $1,059,051,000, as compared to $1,003,841,000
in 2005.  Increases in membership services revenue of
approximately $60,700,000 reflected the fourth quarter adjustment
discussed above.

The company's total membership cash collections continued to
decline in each quarter of 2006 when compared to the prior year
levels.

Total 2006 membership cash collections were $757,600,000, down
$25,400,000 from 2005 collections of $783,000,000.

Approximately $10,900,000, or 43%, of the year-over-year decline
in total membership cash collections occurred in the fourth
quarter of 2006.  The 2006 quarterly trend has continued through
the first half of 2007; total membership cash collections in the
first quarter of 2007 were $12,000,000, or 6%, below the first
quarter of 2006.

The average number of members during 2006 declined 2% to
3,559,000, from 3,622,000 in the prior year.  The average monthly
cash received per member also declined 2% to $17.74, down from
$18.02 in 2005.  The total number of members at Dec. 31, 2006 was
3,485,000, down 1% from the prior year.

Operating costs and expenses in 2006 increased $20,700,000 to
$944,900,000, up 2% from $924,200,000 in 2005.  This increase
resulted largely from a $4,600,000, or 9%, increase in marketing
and advertising expenses due to increases in media spending and
television production costs, a $7,500,000, or 12%, increase in
general and administrative expenses for the year (primarily the
result of separation costs associated with certain former
executives who left the company in 2006) and a $28,400,000
increase in impairment charges related to long-lived assets and
other intangible assets, reflecting lower estimates of future
operating cash flows for the company's health clubs when compared
to estimates at 2005 year end.

Operating results for 2005 have been reclassified to exclude
Crunch Fitness, sold Jan. 20, 2006, which is presented as a
discontinued operation.

For the year ended Dec. 31, 2006, reported net income of
$43,067,000 compared to net loss of $9,614,000 for the year ended
Dec. 31, 2005.

The company's balance sheet at Dec. 31, 2006, however showed
stockholders' deficit of $1,400,422,000 resulting from total
assets of $396,771,000 and total liabilities of $1,797,193,000.  
Stockholders' deficit at Dec. 31, 2005, was $1,463,686,000.

The company's balance sheet further showed working capital deficit
with total current assets at $76,333,000 and total current
liabilities at $959,798,000.  Accumulated deficit at Dec. 31,
2006, was $2,072,051.

                  Operating Cash Flows and Liquidity

As previously reported, without the proposed financial
restructuring, the company does not have sufficient operating cash
flows to meet its expected needs for working capital, capital
investment in operations, interest expense and debt repayments
though December 31, 2007.

The Company did not make the interest payment of $14.8 million due
April 16, 2007 on its 9-7/8% Senior Subordinated Notes due 2007;
the $300 million principal obligation matures in October 2007.

As of June 15, 2007, liquidity was approximately $61 million, most
of which represented cash on hand.

                         Capital Expenditures

Capital expenditures increased $3.6 million to $39.6 million in
2006 from $36.0 million in 2005.  The company has focused its
capital spending primarily on maintenance and improvement of
existing clubs and limited new club growth.  The company opened
two new clubs in 2006 (Carrollton, Texas and Downey, California).  
Four new clubs are currently in development.  During 2007, the
company expects capital spending to be approximately $35-40
million, before consideration of the additional capital included
in the proposed financial restructuring discussed below.

                           NYSE Delisting

On May 2, 2007, the NYSE permanently suspended trading of the
company's common stock and delisted the common stock in accordance
with Section 12 of the Exchange Act and the rules promulgated
thereunder as of June 8, 2007.  Since May 2, 2007, the company
says that its common stock has been quoted on the Pink Sheets
Electronic Quotation Service.

                      Sale of Canada Clubs

On April 24, 2007, the company's subsidiaries Bally Matrix Fitness
Centre Ltd., an Ontario, Canada corporation, and BTF Canada
Corporation, an Ontario, Canada corporation, entered into an Asset
Purchase Agreement pursuant to which, among other things, the
Sellers transferred five health clubs and certain related assets
located in greater metropolitan Toronto in Ontario, Canada, to
Extreme Fitness, Inc., an Alberta, Canada unlimited liability
corporation.

In addition, on April 20, 2007, Bally Matrix and BTF Canada
entered into an Asset Purchase Agreement with Goodlife to sell 10
additional health clubs located in greater metropolitan Toronto in
Ontario, Canada.  Matrix and BTF closed on the agreements with
Extreme Fitness and Goodlife on June 1, 2007, realizing net cash
proceeds of approximately $18 million.  The completion of the
transactions resulted in the sale of substantially all of the
company's Canadian operations.

                         Management Changes

Effective May 31, 2007, Barry R. Elson resigned as Acting Chief
Executive Officer of the company.  Mr. Elson is facilitating a
transition of his responsibilities by providing consulting
services for a 90-day period through August 2007 and by continuing
to serve as a member of the company's Board of Directors.  The
Board approved a $25,000 monthly stipend to Mr. Elson for such
consulting services.  Mr. Elson will not receive non-employee
director fees during the period he is providing consulting
services.  The company are continuing to search for a permanent
Chief Executive Officer.

Effective May 4, 2007, the Board appointed Don R. Kornstein to
serve as Chief Restructuring Officer responsible for the oversight
and implementation of the company's restructuring efforts and
exploration of strategic options for the company.  Mr. Kornstein
reports directly to the company's Board, of which he is also a
member.  The Board approved a $50,000 monthly stipend to Mr.
Kornstein in connection with such services, in addition to the
$50,000 monthly stipend Mr. Kornstein currently receives for his
service as interim Chairman of the Board.  Mr. Kornstein will not
receive non-employee director fees during the period he is
receiving either of these monthly stipends.

Effective June 5, 2007, the Board of Directors appointed Michael
A. Feder to serve as Chief Operating Officer.  Mr. Feder is
responsible for oversight and management of the company's
operations.  Mr. Feder succeeds former Chief Operating Officer
John H. Wildman, who remains employed by as Senior Vice President,
Sales and Interim Chief Marketing Officer.  On June 5, 2007, the
company entered into an Agreement for Interim Management and
Restructuring Services with AP Services, LLC, an affiliate of
AlixPartners, LLP, pursuant to which Mr. Feder serves as our Chief
Operating Officer.

On June 13, 2007, the company entered into a Confidential
Settlement Agreement and Mutual General Release with James A.
McDonald, who had been employed by as Senior Vice President and
Chief Marketing Officer since May 2, 2005, providing for the
termination of Mr. McDonald's employment with us effective June
29, 2007.

               Financial Restructuring Developments

As previously disclosed, the Company has commenced the formal
process of soliciting approvals for a prepackaged chapter 11 Plan
of Reorganization from holders of the Company's 10-1/2% Senior
Notes due 2011 and Senior Subordinated Notes.  The solicitation
process is ongoing, and the voting agent must receive votes on the
Plan no later than 4:00 p.m. ET on July 27, 2007, unless this
deadline is extended.

If the company receives the requisite noteholder approvals, it
will proceed to implement the Plan by promptly filing a voluntary
prepackaged petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code, as described in the solicitation materials.

The company plans to continue normal club operations during the
restructuring process.  If the company files the Plan, it expects
to seek to obtain the necessary relief from the Bankruptcy Court
to pay the majority of its employee, trade and certain other
creditors in full and on time in accordance with existing business
terms.  If the company does not receive the necessary votes during
the solicitation period, it will need to evaluate other options,
including filing a traditional, non-prepackaged chapter 11 case.

Don R. Kornstein, Bally's Chief Restructuring Officer and Interim
Chairman, stated, "We are pleased that we filed our 2006 10-K, a
key component of our restructuring plan which provides investors
with a better understanding of the company's financial position.  
We look forward to implementing our restructuring plan as quickly
as possible in order to return Bally to long-term financial health
and to improve operating performance."

                     Going Concern Doubt

KPMG LLP expressed substantial doubt on Bally Total Fitness
Holding Corporation's ability to continue as a going concern doubt
after it audited the company's financial statements for the year
ended Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses from operations, negative cash flows, and net
capital deficiency.  KPMG further said that the company has short-
term obligations that cannot be satisfied by available funds.

A full-text copy of the company's financial statement for the year
ended Dec. 31, 2006, is available for free at:

               http://ResearchArchives.com/t/s?2150

                     About Bally Total Fitness

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.


BCE INC: Inks $48.5 Billion Purchase Deal with Teachers Private
---------------------------------------------------------------
BCE Inc. 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.  The BCE Board of
Directors unanimously recommends that shareholders vote to accept
the offer.

Under the terms of the transaction, the investor group will
acquire all of the common shares of BCE not already owned by
Teachers for an offer price of CDN$42.75 per common share and all
preferred shares at the prices set forth in Schedule A.  Financing
for the transaction is fully committed through a syndicate of
banks acting on behalf of the purchaser.  The purchase price
represents a 40% premium over the undisturbed average trading
price of BCE common shares in the first quarter of 2007, prior to
the possibility of a privatization transaction surfacing publicly.  
The transaction values BCE at 7.8 times earnings before interest,
taxes, depreciation and amortization for the 12-month period
ending March 31, 2007.

"This proposed transaction concludes a comprehensive and
disciplined review of the company's strategic alternatives
launched April 17," Richard J. Currie, Chairman of the Board of
BCE, said.  "It will deliver substantial value creation for our
shareholders. In addition, a majority of the equity will be owned
by Canadians."

"The transaction delivers to our shareholders the economic benefit
of the work done to focus on our core business and to strengthen
Bell with a new cost structure and new competitive capabilities,"
said Michael Sabia, President and CEO of BCE.  "All members of the
investor group have outstanding track records in building strong
and resilient enterprises and they share our commitment to
customers, our employees and the communities we serve."

"It is gratifying to see that BCE's Board of Directors shares our
vision for this initiative, and we are honoured to lead the
largest buyout transaction in Canadian corporate history," Jim
Leech, Senior Vice-President, Teachers' Private Capital, noting
that Teachers has been a major BCE shareholder since the early
1990s, said.  "The Board has recognized our commitment to BCE's
ongoing growth potential, through our proposed investment
strategy.  We made it clear in our proposal that we have carefully
considered the potential for BCE and its ongoing status as a
Canadian icon.  We strongly believe that all BCE shareholders,
Canadian consumers, and employees, including senior management,
who will continue to direct the company from its headquarters in
Montreal, will benefit from this transaction.  We look forward to
working together with BCE to make this a reality."

"This is a unique opportunity to contribute to and participate in
the growth of one of the world's most significant communications
companies," Jonathan M. Nelson, Chief Executive Officer of
Providence Equity Partners, said.  "BCE offers state of the art
services through its sophisticated network that extends throughout
Canada.  We look forward to working with BCE's talented management
and employees and our partners to build on the strong platform
that is in place for the benefit of all of the company's
stakeholders."

The equity ownership of BCE would be: Teachers Private Capital
52%, Providence 32%, Madison Dearborn 9% and other Canadian
investors 7%.

The purchaser has obtained a debt commitment to finance the
transaction subject to usual terms for these types of financings.  
The purchaser anticipates requiring BCE, Bell Canada and Bell
Mobility to redeem outstanding redeemable debentures maturing up
to August 2010 pursuant to their terms as of and subject to the
closing of the transaction.  The acquisition debt financing would
become an obligation of BCE and be guaranteed by BCE's then
subsidiaries (other than Bell Aliant Regional Communications
Income Fund and Northwestel Inc.).  As to Bell Canada, the
purchaser's financing would comply as to ranking and security with
the then existing Bell Canada debentures and medium term notes
issued under the 1976 and 1997 indentures.  In addition, the
purchaser has obtained commitments to make available a combination
of facilities in order to support the ongoing liquidity needs for
the company.

The transaction is subject to the customary approvals, including
CRTC approval for the transfer of Bell's broadcast license, and
Industry Canada with respect to the transfer of spectrum licenses.
    
The transaction includes a break-up fee of CDN$800 million
(US$751 million), payable by BCE in certain circumstances and a
reverse break-up fee of CDN$1 billion payable by the purchaser in
certain circumstances.  The transaction will be completed through
a plan of arrangement, which will require the approval of two-
thirds of outstanding common and preferred shares, voting as a
class.  Shareholders will be asked to vote on the transaction at a
special meeting, the details of which will be announced in due
course.  The company anticipates that the transaction will be
completed in the first quarter of next year.

Legal advisors to BCE are Davies, Ward Phillips & Vineberg,
Stikeman Elliott, and Sullivan & Cromwell.  The bid process was
led by Goldman, Sachs and Co.  BMO Capital Markets, CIBC Capital
Markets and RBC Capital Markets also acted as financial advisors
to the company.  Greenhill and Co. provided independent advice to
the Strategic Oversight Committee of the BCE Board of Directors.  
The Board received fairness opinions regarding the consideration
to be paid for common and preferred shares from the company's
financial advisors.
    
Legal advisors to the investor group are Weil, Gotshal & Manges
and Goodmans.  Citi is serving as lead mergers & acquisitions
advisor to the consortium.  Other financial advisors include
Deutsche Banc, Royal Bank of Scotland and TD Securities.

                           Schedule A

            BCE Preferred Shares - Purchase Prices

The cash considerations payable to the holders of the preferred
shares are:

   First Preferred Shares          Consideration Per Share
   ----------------------          -----------------------
          Series R                        $25.65 (*)
          Series S                        $25.50 (*)
          Series T                        $25.77 (*)
          Series Y                        $25.50 (*)
          Series Z                        $25.25 (*)
          Series AA                       $25.76 (*)
          Series AC                       $25.76 (*)
          Series AE                       $25.50 (*)
          Series AF                       $25.41 (*)
          Series AG                       $25.56 (*)
          Series AH                       $25.50 (*)
          Series AI                       $25.87 (*)

(*) Together with accrued but unpaid dividends to the
    Effective Date.

                        About BCE Inc.

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

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


BILLY FLOWERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Billy Ray Flowers
        dba Flowers Family Corp.
        1811 Northeast Knott Street
        Portland, OR 97212

Bankruptcy Case No.: 07-32455

Chapter 11 Petition Date: June 22, 2007

Court: District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Michael D. O'Brien, Esq.
                  Oliveros & O'Brien, P.C.
                  9200 Southeast Sunnybrook Boulevard 150
                  Clackamas, OR 97015
                  Tel: (503) 786-3800

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


BLACK PRESS: Offers to Buy Osprey Media at $8.25 Per Unit
---------------------------------------------------------
Osprey Media Income Fund disclosed on June 27, 2007, that it
received a definitive offer from Black Press Ltd. to acquire all
of the outstanding units of Osprey Media at a price of $8.25 in
cash for each unit of Osprey Media.

The Board of Trustees of Osprey Media, following the
recommendation of its Special Committee and consultation with
legal and financial advisors, has determined that the Black Press
Offer is a superior proposal to the previously announced offer to
acquire Osprey Units made by Quebecor Media Inc. pursuant to the
terms of an acquisition and support agreement dated May 31, 2007.

Osprey Media has provided notice of the superior proposal
determination to Quebecor Media and Quebecor Media has until the
end of the day on July 5, 2007 to amend its offer so that the
Black Press Offer would no longer be superior.

If Quebecor Media does not do so, Osprey Media expects to:

    * terminate Quebecor Media's acquisition agreement,
    * pay Quebecor Media a termination fee of $15 million; and
    * accept the Black Press Offer.


                    Quebecor Media Offer

On May 31, 2007, Quebecor Media agreed to make a take-over bid to
acquire all of the outstanding units of Osprey Media at a cash
price of $7.25 per unit.  Scotia Merchant Capital Corporation and
Ontario Teachers Pension Plan, the principal unitholders of Osprey
Media, agreed, subject to certain conditions, to tender
approximately 53.9% of the total Osprey Media units outstanding to
the QMI Offer.

The principal unitholders may terminate their agreement to tender
to the QMI offer in the event that Opsrey Media terminates the
Quebecor Media acquisition agreement in accordance with its terms.

On June 14, 2007, Quebecor Media mailed the Offer to Osprey's
unitholders and Osprey's Trustees mailed a circular unanimously
recommending acceptance of Quebecor Media's Offer.

                       About Osprey Media

Osprey Media Income Fund (OSP.UN - TSX) is one of Canada's leading
publishers of daily and non-daily newspapers, magazines and
specialty publications.  Its publications include 20 daily
newspapers and 34 non-daily newspapers together with shopping
guides, magazines and other publications.

                      About Quebecor Media

Quebecor Media Inc., a subsidiary of Quebecor Inc., owns operating
companies in numerous media-related businesses: Videotron Ltd.,
the largest cable operator in Quebec and a major Internet Service
Provider and provider of telephone and business telecommunications
services; Sun Media Corporation, Canada's largest national chain
of tabloids and community newspapers; TVA Group Inc., operator of
the largest French-language general-interest television network in
Quebec, a number of specialty channels, and the English-language
general-interest station Sun TV; Canoe Inc., operator of a network
of English- and French-language Internet properties in Canada;
Nurun Inc., a major interactive technologies and communications
agency with offices in Canada, the United States, Europe and Asia;
companies engaged in book publishing and magazine publishing; and
companies engaged in the production, distribution and retailing of
cultural products, namely Archambault Group Inc., the largest
chain of music stores in eastern Canada, TVA Films, and Le
SuperClub Videotron ltee, a chain of video and video game rental
and retail stores.

                        About Black Press

Black Press is the largest private newspaper publisher in Canada.  
It owns 150 community papers and 15 regional web press operations.  
The company operates primarily in Western Canada, Washington,
Oregon, Akron Ohio and Honolulu.  The head office is in Victoria.
Revenue is $500,000,000.  The Black family owns 80.6% of the
shares of Black Press Ltd.  Torstar Corporation owns 19.4%.  David
Black is CEO and Chairman.


BLACK PRESS: Osprey Bid Prompts Moody's Developing Outlook
----------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Black
Press Ltd. to developing from stable.  Black Press' corporate
family rating is Ba3 and its senior secured bank credit facility
is rated at the same level.  The rating action follows a June 27th
announcement that Osprey Media Income Fund received a take-over
offer from Black Press.  With it being unclear whether the bid
will close and, if it does, how it will be financed, the ratings
outlook was changed to developing from stable.

Outlook Actions:

Issuer: Black Press Ltd

-- Outlook, Changed To Developing From Stable

Black Press' offer follows Osprey's March 5, 2007 announcement
that it entered into a strategic review process that would
consider a range of value-enhancing alternatives.  Osprey is a
Canadian publisher of daily and non-daily newspapers, magazines
and specialty publications.  Osprey previously announced on May
31, 2007 that it received a bid from a different company, but now,
upon receiving Black Press' bid, has judged it to be superior to
the earlier offer, and has recommended acceptance.

At this juncture, Black Press has not discussed financing plans.
In addition, the earlier bidder has until July 5, 2007 to respond
and potentially increase its offer.  Further, the earlier bidder
contends that Black Press may not have respected applicable
standstill covenants, and, consequently, its bid may not be valid.
There is the potential of a court battle should the prior bidder
chose to press the case.  With this background, it is not clear if
Black Press' bid will be successful.  Accordingly, given
information that will become available as events unfold, the
ratings outlook was changed to developing from stable.

As noted, Black Press has not discussed financing alternatives.
However, including the equity purchase of CND$405 million, assumed
debt of about CND$160 million, a CND$15 million break-up fee
payable to the earlier bidder, plus estimated fees and expenses of
a further $15 million, Moody's estimates Black Press' total
funding requirements will be nearly CND$600 million.  Accordingly,
should the grace period lapse without the prior bidder re-entering
the process, Black Press' ratings will placed on review for
possible downgrade.

Black Press Ltd. is a privately held newspaper company (80.6%
owned by Chief Executive Officer David Black and his family with
the remaining 19.4% owned by Torstar Corporation, a publicly
traded, Toronto-based newspaper and book publisher) that owns and
publishes 115 community newspapers in Western Canada as well as
Washington, Hawaii and Ohio in the United States.  The company is
headquartered in Victoria, British Columbia, Canada.


BLACK PRESS: Osprey Bid Prompts S&P's Negative CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' long-term corporate credit rating, on Victoria, B.C.-
based Black Press Ltd. on CreditWatch with negative implications.
     
"The CreditWatch placement follows Black Press' definitive offer
to acquire all of the units outstanding of Osprey Media Income
Fund, a leading publisher of newspapers, magazines, and specialty
publications in Ontario," said Standard & Poor's credit analyst
Lori Harris.  Black Press has made a cash offer of CDN $8.25 per
unit for the business, which represents an equity value of CDN
$405 million and a total purchase price of CDN $566 million
inclusive of debt assumption.  "Although the proposed transaction
is part of a competitive bidding process, should Black Press
acquire Osprey, we would expect the acquisition to be financed
with debt, which will result in weaker credit protection measures
on a pro forma basis,"
Ms Harris added.
     
In addition, there is a degree of integration risk associated with
the proposed acquisition, given the size of Osprey's business in
relation to Black Press.  Furthermore, Black Press has no previous
experience with acquisitions of this magnitude.  Partially
offsetting these factors will be the enhancement of Black Press'
business position with the Osprey acquisition, including market
diversification.  The transaction should close within the next few
months upon unitholder and regulatory approvals.
     
With Osprey's 20 daily and 34 nondaily community newspapers, the
proposed acquisition will strengthen the company's newspaper
market position, which consists of 150 community papers.  Although
both companies participate in the challenging newspaper industry,
Black Press and Osprey are somewhat insulated against economic
factors because their revenue bases are derived from the community
newspaper segment.  This segment relies less on customer
subscriptions and national advertising revenues, which tend to be
more volatile than local advertisers.
     
The addition of Osprey, which generated CDN$230 million of
reported revenues and a 21.9% EBITDA margin in 2006, will provide
Black Press with a significant presence in the Ontario newspaper
market. Financially, the proposed acquisition will increase the
company's revenues by about a significant 50% on a pro forma
basis.
     
To resolve this CreditWatch placement, Standard & Poor's will
continue to monitor developments and meet with Black Press'
management to discuss the firm's financial policies, pro forma
credit measures for the transaction, and business strategies.


BNC MORTGAGE: Moody's Assigns Low-B Ratings to Two Class Certs.
---------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to
certificates issued by BNC Mortgage Loan Trust 2007-3.  

Complete provisional rating actions are :

BNC Mortgage Loan Trust 2007-3

Mortgage Pass-Through Certificates, Series 2007-3

-- Cl. A1, Assigned (P)Aaa
-- Cl. A2, Assigned (P)Aaa
-- Cl. A3, Assigned (P)Aaa
-- Cl. A4, Assigned (P)Aaa
-- Cl. A5, Assigned (P)Aaa
-- Cl. M1, Assigned (P)Aa1
-- Cl. M2, Assigned (P)Aa2
-- Cl. M3, Assigned (P)Aa3
-- Cl. M4, Assigned (P)A1
-- Cl. M5, Assigned (P)A2
-- Cl. M6, Assigned (P)A3
-- Cl. M7, Assigned (P)Baa1
-- Cl. M8, Assigned (P)Baa2
-- Cl. M9, Assigned (P)Baa3
-- Cl. B1, Assigned (P)Ba1
-- Cl. B2, Assigned (P)Ba2

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


BPO MANAGEMENT: Completes DocuCom Imaging Acquisition
-----------------------------------------------------
BPO Management Services Inc. completed its acquisition of DocuCom
Imaging Solutions Inc.

The company plans to merge DocuCom with its existing ECM/Document
Management division based in Winnipeg, Canada.

"The acquisition of DocuCom expands our geographic presence in
North America and broadens our vertical market capabilities," said
Patrick Dolan, chief executive officer of BPOMS.  

The company had previously said that that the acquisition will
strengthens the company's enterprise content management solution
set, provide an installed base of reference sites for those
capabilities, and bring advanced imaging technologies to the
company's existing ECM business, which the company can leverage
into its products, customer base and channels.

                     About DocuCom Imaging

Based in Toronto, Canada, DocuCom Imaging Solutions Inc., provides
document management solutions.

                       About BPO Management

BPO Management Services Inc. (OTC BB: BPOM) -- http://bpoms.com/-
- offers a diversified range of on-demand services, including
human resources, information technology, enterprise content
management, and finance and accounting, to support the back-office
functions of middle-market enterprises on an outsourced basis.

                       Going Concern Doubt

Kelly & Company, in Costa Mesa, Calif., expressed substantial
doubt about BPO Management Services Inc. fka netGuru Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006.  
The auditing firm pointed to the company's net losses for the year
ended Dec. 31, 2006, of $2.6 million and for the period from
July 26, 2005, to Dec. 31, 2005, of $800,520.  The firm also noted
the company's reliance upon private equity funding to fund its
operating capital requirements.


BRIDGEPORT CLO: Moody's Rates Class D Floating Rate Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Bridgeport CLO II Ltd :

-- Aaa to $390,000,000 Class A-1 Senior Floating Rate Notes Due
    2021;

-- Aa2 to $21,000,000 Class A-2 Senior Floating Rate Notes Due
    2021;

-- A2 to $26,000,000 Class B Deferrable Mezzanine Floating Rate
    Notes Due 2021;

-- Baa2 to $22,000,000 Class C Deferrable Mezzanine Floating Rate
    Notes Due 2021; and

-- Ba2 to $19,000,000 Class D Deferrable Mezzanine Floating Rate
    Notes Due 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of senior secured loans
and high yield bonds due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

Deerfield Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


C AND C PROPERTIES: Has Until July 23 to File Chapter 11 Plan
-------------------------------------------------------------
The Honorable Edward Ellington of the U.S. Bankruptcy Court for
the Southern District of Mississippi extended C and C Properties
Inc.'s exclusive period to file a Chapter 11 plan until July 23,
2007.

The Debtor relates that it has been involved in negotiations with
various creditors to finalize all matters with regard to a
disclosure statement and the proposed plan of reorganization.  

However, the Debtor was unable to finalize its proposed plan.

The Debtor contends that it needs more time to fully formulate and
file its proposed plan and disclosure statement before the Court.

The Debtor assures the Court that the request for extension will
not result in any undue prejudice to any creditor or other party-
in-interest.

Based in Union, Mississippi, C and C Properties, Inc. develops
real estate properties.  The company filed for Chapter 11
protection on January 24, 2007 (Bankr. S.D. Miss. Case No.
07-50082).  Jeffery Kyle Tyree, Esq. and Melanie T. Vardaman,
Esq., at Harris Jernigan & Geno, PPLC, represent the Debtor in its
restructuring efforts.  No Committee of Unsecured Creditors has
been appointed in the Debtor's bankruptcy proceedings.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $12,500,000 and total debts of $10,016,965.


CHALLENGER POWERBOATS: March 31 Balance Sheet Upside-Down by $19MM
------------------------------------------------------------------
Challenger Powerboats Inc.'s consolidated balance sheet at
March 31, 2007, showed $7,166,342 in total assets and $26,819,358
in total liabilities, resulting in a $19,653,016 total
stockholders' deficit.

The company's consolidated financial statements for the quarter
ended March 31, 2007, also showed strained liquidity with
$3,143,880 in total current assets available to pay $13,166,176 in
total current liabilities.

Challenger Powerboats reported a net loss of $2,440,868 on total
revenue of $1,598,546 for the first quarter ended March 31, 2007,
compared with a net loss of $1,490,104 on total revenue of
$758,590 for the same period ended March 31, 2006.

The net loss increased due to the increase in operating expenses,
and increased interest expense associated with financing
transactions.  The increase in revenues is mainly attributable to
the addition of IMAR Group LLC sales for the three months ended
March 31, 2007.  IMAR sales for the three month period were
$1,528,546.

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?214b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2007,
Jaspers + Hall PC expressed substantial doubt about Challenger
Powerboats Inc.'s ability to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses from operations and its difficulties in generating
sufficient cash flow to meet its obligation and sustain its
operations.

                   About Challenger Powerboats

Based in Washington, Missouri, Challenger Powerboats Inc. (OTC BB:
CPWB.0B) -- http://www.challengerpowerboats.com/-- designs and  
manufactures "go fast" offshore high performance boats and family
sport cruisers that target the recreational power boat market.  
The company holds the exclusive rights to the Duo Delta-Conic
"DDC" hull for boats up to 40 feet in length.  The DDC hull
is a patented revolutionary design by world-renowned marine
designer Harry Schoell.


CHASEFLEX TRUST: Fitch Puts Low-B Ratings on Two Classes
--------------------------------------------------------
Fitch Ratings has assigned these ratings to ChaseFlex Trust,
series 2007-3:

    -- $327,570,129 classes I-A1 through I-A8, A-P and A-R (senior
       certificates) 'AAA';

    -- $7,930,600 class I-M 'AA';
    -- $3,103,300 class I-B1 'A';
    -- $2,241,300 class I-B2 'BBB';
    -- $1,551,600 privately offered I-B3 'BB';
    -- $1,379,300 privately offered I-B4 'B'.

The 'AAA' rating on the senior classes reflects the 5%
subordination provided by the 2.3% class I-M, the 0.9% class I-B1,
the 0.65% class I-B2, the 0.45% privately offered class I-B3, the
0.4% privately offered class I-B4 and the 0.3% privately offered
and not rated class I-B5 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the primary servicing capabilities of JPMorgan Chase Bank, N.A.
(currently rated 'RPS1' by Fitch).

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.  
Classes I-A2, I-A5 through I-A8 are exchangeable certificates.  
Classes I-A1, I-A3, I-A4, A-P, A-R, I-M and IB-1 through I-B5 are
regular certificates.

The holder of the exchangeable initial certificates in any
exchangeable combination may exchange all or part of each class of
such exchangeable initial certificates for a proportionate
interest in the related exchangeable certificates.  The holder of
any class of exchangeable certificates may exchange all or part of
such class for a proportionate interest in each such class of
exchangeable initial certificates or for other exchangeable
certificates in the related exchangeable combination.

The classes of exchangeable initial certificates and exchangeable
certificates that are outstanding on any date and the outstanding
principal balances of any such classes will depend upon the
aggregate distributions of principal made to such classes, as well
as any exchanges that may have occurred on or prior to such date.  
For the purposes of the exchanges and the calculation of the
principal balance of any class of exchangeable initial
certificates, to the extent that exchanges of exchangeable initial
certificates for exchangeable certificates occur, the aggregate
principal balance of the exchangeable initial certificates will be
deemed to include the principal balance of such exchangeable
certificates issued in the exchange, and the principal balance of
such exchangeable certificates will be deemed to be zero.  
Exchangeable initial certificates in any exchangeable combination
and the related exchangeable certificates may be exchanged only in
the specified proportion that the original principal balances of
such certificates bear to one another.

Any holders of exchangeable certificates will be the beneficial
owners of an interest in the exchangeable initial certificates in
the related exchangeable combination and will receive a
proportionate share, in the aggregate, of the aggregate
distributions on those certificates.  With respect to any
distribution date, the aggregate amount of principal and interest
distributable to any classes of exchangeable certificates and the
exchangeable initial certificates in the related exchangeable
combination then outstanding on such distribution date will be
equal to the aggregate amount of principal and interest otherwise
distributable to all of the exchangeable initial certificates in
the related exchangeable combination on such distribution date as
if no exchangeable certificates were then outstanding.

The trust consists of 772 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $344,810,665 as of the cut-off date, June 1,
2007.  The mortgage pool has a weighted average original loan-to-
value ratio of 69.13% with a weighted average mortgage rate of
6.479%.  The weighted-average FICO score of the loans is 720.  The
average loan balance is $446,646 and the loans are primarily
concentrated in California (31%), New York (15.8%), and Florida
(9.6%).


CIT CLO: Moody's Rates $25 Mil. Class E Floating Rate Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by CIT CLO I LLC :

-- Aaa to the $353,000,000 Class A Floating Rate Notes Due 2021;

-- Aa2 to the $29,000,000 Class B Floating Rate Notes Due 2021;

-- A2 to the $36,400,000 Class C Deferrable Floating Rate Notes
    Due 2021;

-- Baa2 to the $24,000,000 Class D Deferrable Floating Rate Notes
    Due 2021 and

-- Ba2 to the $25,000,000 Class E Deferrable Floating Rate Notes
    Due 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of floating rate senior
secured loans and participation interests in similar loans due to
defaults, the transaction's legal structure and the
characteristics of the underlying assets.

CIT Asset Management LLC will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


CLEAN HARBORS: Moody's Lifts Corporate Family Rating to Ba3
-----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Clean Harbors, Inc. to Ba3 from B1 and assigned a stable outlook.
The ratings have been on positive outlook since June 29, 2006.
Moody's also upgraded the existing senior secured credit
facilities and the senior secured second lien notes due 2012.

The ratings recognize ongoing improvement in Clean Harbors' credit
statistics from an adjusted debt to adjusted EBITDA of almost five
times in 2004 to just over three times in the twelve months ended
March 31, 2007, strong revenue growth, consistent financial
performance over the last three years exceeding Moody's
expectations, and a favorable current environment for the
company's services.  The ratings also reflect continued organic
improvement in Clean Harbors' financial profile through continued
operating cost efficiencies, as well as increased penetration of
existing customer relationships, cost and revenue synergies from
the August 2006 Teris acquisition, high incinerator utilization
and, longer term, potential improvements in landfill utilization.
Moody's also notes that the company continues to experience
benefits from the outsourcing trends in the hazardous waste
industry.

Notwithstanding Clean Harbors' leading market position, scale and
revenue diversification, the ratings remain constrained by about
$147 million of environmental remediation liabilities as of March
31, 2007 and operating lease commitments which have been
capitalized for credit rating purposes.  The bulk of the
environmental remediation liabilities relates to closure and
remediation obligations assumed with the purchase of the Chemical
Services Division of Safety-Kleen in 2002 and, to a lesser extent,
the purchase of Teris in 2006.

Given the floor on adjusted indebtedness posed by the company's
exposure to environmental remediation and, also, asset retirement
obligations as well as uncertainties surrounding ongoing, complex
environmental litigation and exposure to the ability of other
companies to fulfill their obligations makes an upgrade unlikely
in the near term or in the absence of significant expansion in
scale and business diversification.

Moody's took these rating actions:

-- Upgraded to Ba3 from B1 the Corporate Family Rating;

-- Upgraded to Ba3 from B1 the Probability of Default Rating;

-- Upgraded to Baa3 (LGD 2, 16%) from Ba1 (LGD 2, 11%) the
    $30 million senior secured term loan, due 2010;

-- Upgraded to Baa3 (LGD 2, 16%) from Ba1 (LGD 2, 11%) the
    $70 million senior secured revolving facility, due 2010;

-- Upgraded to Baa3 (LGD 2, 16%) from Ba1 (LGD 2, 11%) the
    $50 million secured letters of credit facility, due 2010;

-- Affirmed the Ba3 (LGD 3, 46%) rated $92 million 11.25%
    guaranteed second lien senior notes, due 2012;

The outlook for the ratings is stable.

Headquartered in Norwell, Massachusetts, Clean Harbors, Inc. is a
leading North American provider of environmental and hazardous
waste management services.  The company's infrastructure consists
of 49 waste management facilities in North America, including nine
landfills, six incineration locations and six wastewater treatment
centers.  The company provides services to more than 45,000
customers, including more than 175 Fortune 500 companies.  Revenue
for the twelve months ended March 31, 2007 was about $850 million.


COUNTRYWIDE ASSET: Fitch Junks Rating on Three Loan Classes
-----------------------------------------------------------
Fitch Ratings has taken these actions on classes from Countrywide
Asset-Backed Securitizations series 2006-SPS1:

    -- Class A rated 'AAA', placed on Rating Watch Negative;

    -- Class M-1 rated at 'AA+', placed on Rating Watch Negative;

    -- Class M-2 rated at 'AA+', placed on Rating Watch Negative;

    -- Class M-3 rated at 'AA+', placed on Rating Watch Negative;

    -- Class M-4 rated at 'AA', placed on Rating Watch Negative;

    -- Class M-5 rated at 'AA-', placed on Rating Watch Negative;

    -- Class M-6 downgraded to 'BBB-' from 'A', remains on Rating
       Watch Negative;

    -- Class M-7 downgraded to 'BB+' from 'A-', remains on Rating
       Watch Negative;

    -- Class M-8 downgraded to 'C' from 'BB+' and assigned a
       Distressed Recovery Rating of 'DR6';

    -- Class M-9 downgraded to 'C' from 'BB' and assigned a
       Distressed Recovery Rating of 'DR6';

    -- Class B downgraded to 'C' from 'BB-' and assigned a
       Distressed Recovery Rating of 'DR6'.

The above trust consists entirely of second liens extended to sub-
prime borrowers on one- to four-family residential properties and
certain other property and assets.  CWABS purchased the mortgage
loans from CHL and deposited the loans in the trust, which issued
the certificates, representing undivided beneficial ownership in
the trust.

The negative ratings actions of all classes in the trust reflect
the deterioration in the relationship of credit enhancement to
future loss expectations and affect $189.6 million in outstanding
certificates.

The impact of the slowdown in the housing market has been
particularly evident in highly leveraged subprime borrowers, and
delinquency and losses to date for series 2006-SPS1 have been
significantly higher than initially expected.  After 12 months of
seasoning, losses to date as a percentage of the original pool
balance are 9.86%.  Approximately 14% of the outstanding pool
balance is delinquent.  Due to the high percentage of losses to
date, the cumulative loss trigger will likely fail for the life of
the transaction.  The failed trigger will generally maintain a
sequential allocation of principal with the exception of principal
cashflow from the subsequent recoveries of charged-off loans,
which may be allocated to subordinate bonds.  Fitch expects the
amount of principal cashflow from subsequent recoveries to be
limited.

While the subordinate classes are expected to incur principal
writedowns - as reflected by their distressed ratings - the failed
triggers and sequential principal allocation should help mitigate
some of the risk of the weak collateral performance for the senior
classes.  Fitch will closely monitor the delinquency trends and
roll rates in the coming months to assess the credit risk of the
mezzanine and senior classes.

Countrywide Home Loans Servicing, LP, currently rated 'RMS1-' by
Fitch, will act as Master Servicer for the above transactions.


CRATOS CLO: Moody's Rates Class E Floating Rate Notes at Ba2
------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Cratos CLO I Ltd:

-- Aaa to the $50,000,000 Class A-1 Senior Secured Floating Rate
    Revolving Notes due 2021;

-- Aaa to the $276,000,000 Class A-2 Senior Secured Floating Rate
    Notes due 2021;

-- Aa2 to the $30,000,000 Class B Senior Secured Floating Rate
    Notes due 2021;

-- A2 to the $35,000,000 Class C Senior Secured Deferrable
    Floating Rate Notes due 2021;

-- Baa2 to the $34,000,000 Class D Secured Deferrable Floating
    Rate Notes due 2021 and

-- Ba2 to the $30,000,000 Class E Secured Deferrable Floating
    Rate Notes due 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of Senior
Secured Loans due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

Cratos CDO Management, LLC will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


CREDIT BASED: Fitch Lowers Ratings on Two Classes to Low-B
----------------------------------------------------------
Fitch Ratings has affirmed 9 and placed five classes on Rating
Watch Negative from Credit Based Asset Servicing and
Securitization LLC series 2006-SL1:

    -- Class A-1, A-2, and A-3 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class B-1 rated 'A-', placed on Rating Watch Negative;
    -- Class B-2 rated 'BBB+', placed on Rating Watch Negative;
    -- Class B-3 rated 'BBB', placed on Rating Watch Negative;

    -- Class B-4 downgraded to 'BB-' from 'BBB-', placed on Rating
       Watch Negative;

    -- Class B-5 downgraded to 'B' from 'BB+'; placed on Rating
       Watch Negative.

The above trust consists entirely of second liens extended to sub-
prime borrowers on one- to four-family residential properties and
certain other property and assets.  At origination, approximately
73.25% and 19.42% of the mortgage loans were originated by
Countrywide Home Loans and OwnIt Mortgage Solutions, Inc.
respectively.

The affirmations affect approximately $424.96 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The classes with
negative actions reflect the deterioration in the relationship of
CE to future loss expectations and affect $76.76 million in
outstanding certificates.

The trust, currently seasoned eight months, has experienced losses
in the sum of approximately $19.36 million in the past three
months which has depleted the overcollateralization amount.  The
credit support provided by the OC to the most subordinate class
has decreased to 5.04% from 6.52% in three months.  This has put
negative pressure on the subordinate bonds affecting classes B-1
to B-5.  If the high rate of losses continue, further rating
action may be necessary.

All the above transactions are being serviced by Litton Loan
Servicing LP, which is Rated 'RPS1' by Fitch.  'RPS1' is the
highest servicer rating available by Fitch.


CREST 2004-1: Fitch Affirms Rating on $96.4 Million Notes at B
--------------------------------------------------------------
Fitch has upgraded seven classes of notes issued by Crest 2004-1,
Ltd.  These rating actions are the result of Fitch's review
process and are effective immediately:

    -- $170,596,624 class A notes affirmed at 'AAA';
    -- $44,000,000 class B-1 notes affirmed at 'AAA';
    -- $8,491,250 class B-2 notes affirmed at 'AAA';
    -- $2,710,000 class C-1 notes affirmed at 'AA+';
    -- $23,000,000 class C-2 notes affirmed at 'AA+';
    -- $17,140,000 class D notes affirmed at 'AA';
    -- $13,000,000 class E-1 notes upgraded to 'AA-' from 'A+';
    -- $12,710,000 class E-2 notes upgraded to 'AA-' from 'A+';
    -- $6,427,500 class F notes upgraded to 'A-' from 'BBB+';
    -- $2,000,000 class G-1 notes upgraded to 'BBB+' from 'BBB-';
    -- $9,783,750 class G-2 notes upgraded to 'BBB+' from 'BBB-';
    -- $7,520,000 class H-1 notes upgraded to 'BBB-' from 'BB';
    -- $1,050,000 class H-2 notes upgraded to 'BBB-' from 'BB';
    -- $96,412,500 class preferred shares notes affirmed at 'B'.

Crest 2004-1 is a static collateralized debt obligation that
closed November 17, 2004.  The portfolio is currently composed of
commercial mortgage-backed securities (93.4%), senior unsecured
real estate investment trust securities (5.6%) and CDOs (1.0%).  
The collateral is administered by Structured Credit Partners, LLC,
a wholly owned subsidiary of Wachovia Corporation.

The upgrades are driven primarily by the improved credit quality
of the portfolio, the seasoning of the collateral and delevering
of the capital structure.  According to the most recent trustee
report dated May 31, 2007, the Fitch WARF has improved to 12.5
(BB+/BB) from 12.97 (BB+/BB) as of Fitch's last rating action on
July 21, 2006.  In addition, the class A-1 notes have delevered by
4.8% since Fitch's last rating action.  All overcollateralization
and interest coverage ratios have improved and continue to pass
their respective covenants.  Crest 2004-1 has a large exposure to
CMBS, however, all of the CMBS assets in the portfolio were issued
prior to 2005.  Due to defeasance and amortization, Fitch believes
that the vintage of the underlying CMBS collateral is a positive
factor in this transaction.  The underlying portfolio has no
exposure to CMBS first loss pieces.

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

The rating on the class A and B notes addresses the timely payment
of interest and ultimate payment of principal.  The ratings on the
class C, D, E, F, G, and H notes address the likelihood of
investors receiving ultimate payment of interest and ultimate
payment of principal.  The rating of the preferred shares
addresses the likelihood that investors will receive the ultimate
return of the aggregate outstanding amount of principal only by
the stated maturity date.


CWMBS INC: Fitch Rates $2 Million 2007-11 Class B-3 Certs. at BB
----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust series 2007-11, as:

    -- $964,999,544 classes A-1 through A-19, X, PO, and A-R
       senior certificates 'AAA';

    -- $20,000,000 class M 'AA';

    -- $6,000,000 class B-1 'A';

    -- $4,000,000 class B-2 'BBB';

    -- $2,000,000 privately offered class B-3 'BB';

    -- $1,000,000 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by the 2% class M, 0.60% class B-1, 0.40%
class B-2, 0.20% privately offered class B-3, 0.10% privately
offered class B-4 and 0.20% privately offered class B-5 (not rated
by Fitch).  Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A',
'BBB', 'BB' and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing; rated 'RMS1-' by Fitch), a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.

As of the cut-off date (June 1, 2007), the mortgage pool consists
primarily of 30-year conventional, fully amortizing mortgage
loans, secured by first liens on one- to four-family residential
properties totaling $999,999,533.  The average mortgage pool
balance is $626,174, with an approximate weighted-average original
loan-to-value ratio of 73.84%.  The weighted average FICO credit
score is approximately 744.  Cash-out refinance loans represent
24.8% of the mortgage pool and second homes 5.9%.  The state that
represents the largest portion of mortgage loans is California
(37.1%). All other states represent less than 5% of the pool as of
June 1, 2007.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Rates 2007-12 Class B-4 Certificates at B
----------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust series 2007-12, as:

    -- $405,740,563 classes A-1 through A-9, X, PO, and A-R senior
       certificates 'AAA';

    -- $5,629,900 class M 'AA';

    -- $2,293,500 class B-1 'A';

    -- $1,251,000 class B-2 'BBB';

    -- $834,000 privately offered class B-3 'BB';

    -- $625,500 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 2.70%
subordination provided by the 1.35% class M, 0.55% class B-1,
0.30% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.15% privately offered class B-5.  
Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A', 'BBB', 'BB'
and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing; rated 'RMS1-' by Fitch), a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.

As of the cut-off date (June 1, 2007), the mortgage pool consists
primarily of 30-year conventional, fully amortizing mortgage
loans, secured by first liens on one- to four-family residential
properties totaling $333,773,450.  The average mortgage pool
balance is $623,876, with an approximate weighted-average original
loan-to-value ratio of 71.23%.  The weighted average FICO credit
score is approximately 752.  Cash-out refinance loans represent
24.12% of the mortgage pool and second homes 4.12%.  The state
that represents the largest portion of mortgage loans is
California (46.21%).  All other states represent less than 5% of
the pool as of June 1, 2007.


CWMBS INC: Fitch Rates 2007-13 Class B-4 Certificates at B
----------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust series 2007-13, as:

    -- $556,275,907 classes A-1 through A-15, X, PO, and A-R
       senior certificates 'AAA';

    -- $10,637,300 class M 'AA';

    -- $3,449,800 class B-1 'A';

    -- $1,724,800 class B-2 'BBB';

    -- $1,150,000 privately offered class B-3 'BB';

    -- $862,400 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 3.25%
subordination provided by the 1.85% class M, 0.60% class B-1,
0.30% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.15% privately offered class B-5.  
Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A', 'BBB', 'BB'
and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing; rated 'RMS1-' by Fitch), a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.

As of the cut-off date (June 1, 2007), the mortgage pool consists
primarily of 30-year conventional, fully amortizing mortgage
loans, secured by first liens on one-to four- family residential
properties totaling $574,962,714.  The average mortgage pool
balance is $624,959, with an approximate weighted-average original
loan-to-value ratio of 72.39%.  The weighted average FICO credit
score is approximately 746.  Cash-out refinance loans represent
24.56% of the mortgage pool and second homes 6.10%.  The state
that represents the largest portion of mortgage loans is
California (38.33%).  All other states represent less than 5% of
the pool as of June 1, 2007.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


DAVID TAMMEN: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: David L. Tammen
        Debbie R. Tammen
        5609 Eisenhower Avenue
        Great Bend, KS 67530

Bankruptcy Case No.: 07-11431

Chapter 11 Petition Date: June 20, 2007

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Todd Allison, Esq.
                  Klenda, Mitchell, Austerman & Zuercher, L.L.C.
                  301 North Main, Suite 1600
                  Wichita, KS 67202
                  Tel: (316) 267-0331

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 17 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
United Ag Service, Inc.     trade off                  $41,468
P.O. Box 349
Gorham, KS 67640

H.S.B.C. N.V.               bank loan                   $8,341
P.O. Box 19360
Portland, OR 97280

The Great Bend              trade debt                  $6,193
Cooperative Association
P.O. Box 68
Great Bend, KS
67530-0068

Capital One Bank            bank loan                   $5,447

Heatland Crop Insurance     trade debt                  $4,321

Tonys Aerial Spraying,      trade debt                  $4,249
Inc.

Mid State Farmers Coop.     trade debt                  $4,061

Bird Oil Co.                trade debt                  $3,692

Sears C.B.S.D.              bank loan                   $3,634

Whites Maintenance and      trade debt                  $3,573
Repair

Cross Country Bank          bank loan                   $5,575

Central Kansas Medical      trade debt                  $2,534

G.E.M.B. Mohawk             bank loan                   $1,801

Capital One Bank            bank loan                   $1,598

Merrick Bank Corp.          bank loan                   $1,526

Straub International, Inc.  trade debt                  $1,005

Dayton Security, Inc.                                     $958


DOBSON COMMS: To Be Acquired by AT&T for $2.8 Billion in Cash
-------------------------------------------------------------
Underscoring its interest in serving the rural market, AT&T Inc.
will acquire Dobson Communications Corporation for approximately
$2.8 billion in cash.  The transaction will enhance AT&T's
wireless network coverage in the United States by combining the
two companies' complementary networks.  

Dobson, which markets wireless service under the Cellular One
brand, has provided roaming service to AT&T and predecessor
companies since 1990.  This combination will allow AT&T to deliver
a better customer experience to its wireless customers, including
Dobson's 1.7 million subscribers.

"AT&T is focused on mobility, which includes offering our
customers in markets large and small the best and broadest
wireless network," Randall L. Stephenson, chairman and CEO of
AT&T, said.  "The rural market is attractive to us, and the
addition of Dobson to our wireless family will expand our network
coverage and better allow the customers of both companies to be
connected whenever, wherever and however they want.

"The combination of our two companies also will create value for
AT&T's stockholders.  Our wireless business is a significant and
growing revenue generator and is critical to our future.  This
combination brings two key assets -- Dobson's 1.7 million
customers and its strong, compatible network -- to AT&T,
delivering both growth and cost savings opportunities."

"This transaction reflects the natural evolution of the wireless
industry," Everett Dobson, chairman of Dobson Communications,
said.  "With Dobson's network reaching nearly 13 million consumers
in 17 states, the acquisition will expand AT&T's reach in rural
and suburban markets.  Dobson is proud of the role we have played
in bringing wireless service to rural customers, but we also take
pride that these operations will become part of a company with the
resources and potential of AT&T.  Our customers will gain access
to the wide range of innovative products and services AT&T offers,
such as the revolutionary iPhone, to which they would not have
access without this merger."

Following the acquisition, Dobson will be incorporated into AT&T's
wireless operations, which are led by Stan Sigman, president and
chief executive officer AT&T Mobility.

"This acquisition is an excellent fit for AT&T," Mr. Sigman said.  
"We've worked with Dobson for years.  It's a good company, with
great people, the same GSM/EDGE technology and coverage that
dovetails almost perfectly with our own.  We welcome the
opportunity to serve Dobson's customers and look forward to a
smooth transition thanks to Dobson's strong leadership and
employee team."

            Enhanced Network Coverage and Service

This acquisition demonstrates AT&T's commitment to providing
reliable, high-quality wireless service to its customers across
the United States.

Dobson's network covers rural and suburban areas in Alaska,
Arizona, Illinois, Kansas, Kentucky, Maryland, Michigan,
Minnesota, Missouri, New York, Ohio, Oklahoma, Pennsylvania,
Texas, Virginia, West Virginia and Wisconsin. Because Dobson's
network overlaps minimally with AT&T's, the acquisition will
expand geographic coverage for both companies' customers.  
Additionally, Dobson's 850 MHz spectrum will enhance AT&T's
service quality in those rural and suburban markets.

Dobson customers will have access to the largest digital voice and
data wireless network in the United States, AT&T's fully-
integrated GSM network, which covers 284 million people in 13,000
cities and towns.  In addition, Dobson customers will have access
to AT&T's high-quality service platforms and wide range of
compelling, innovative products and services for which AT&T is
known.  AT&T is the sole carrier for the Apple iPhone and offers
the most comprehensive mobile music subscription service offered
by a U.S. wireless service provider.

The two companies expect to provide a smooth, well-executed
integration to their customers given their long-standing
relationship as roaming partners.

                      Synergy Opportunities

Under terms of the agreement, approved by the boards of directors
of both companies, Dobson stockholders will receive $13 per share
for a total equity price of $2.8 billion on a fully-diluted basis.  
Including net debt as of the first quarter of 2007, the total
transaction value is approximately $5.1 billion.  The $13 price
per share represents a 16.9% premium over the closing price of
$11.12 on Thursday, June 28, 2007.  The majority stockholder in
Dobson Communications has consented to the terms of the agreement.

AT&T expects the proposed transaction to benefit stockholders by
enhancing AT&T's ability to provide the high-quality services
customers expect in the highly competitive wireless segment.  AT&T
expects to realize significant annual savings in reduced roaming
expenses.  The transaction also offers numerous synergy
opportunities in areas including overhead and operations.  AT&T
expects the net present value of these potential synergies to be
approximately $2.5 billion.  The addition of Dobson is also
expected to offer additional growth opportunities.

AT&T expects year-one dilution to earnings per share from this
transaction to be minimal -- between $0.03 and $0.04 on a reported
basis -- and that the transaction will have a positive and growing
impact on EPS and free cash flow starting in the second year after
the acquisition closes.  AT&T's financial outlook remains
unchanged, with expected double-digit adjusted EPS growth in both
2007 and 2008.  AT&T continues to expect strong growth in free
cash flow after dividends -- $4 to $5 billion in 2007 and growing
to more than $6 billion in 2008.

Because of the expected minimal effect on AT&T's earnings, AT&T
does not plan to provide separate adjustments for the merger-
related costs of this transaction in its quarterly results.

The acquisition is subject to regulatory approval.  Due to the
limited overlap of the two companies and the existence of
substantial competition in each area where overlaps exist, the
company's goal is to obtain approvals by the end of this year.

                          About AT&T

AT&T Inc. - http://att.com/-- is a communications holding  
company.  Its subsidiaries and affiliates, AT&T operating
companies, are the providers of AT&T services in the United States
and around the world.  Among their offerings are advanced IP-based
business communications services and wireless, high speed Internet
access and voice services.  In domestic markets, AT&T is known for
the directory publishing and advertising sales leadership of its
Yellow Pages and YELLOWPAGES.COM organizations, and the AT&T brand
is licensed to innovators in such fields as communications
equipment.

                          About Dobson

Based in Oklahoma City, Dobson Communications Corporation
(Nasdaq: DCEL) - http://www.dobson/-- provides rural and   
suburban wireless voice and data services in portions of
the United States.  The company's operations are encompassed
in its two wholly owned primary subsidiaries, Dobson Cellular
Systems Inc. and American Cellular Corp.

                         *     *     *

As reported in the Troubled Company Reporter on March 16, 2007,
Fitch Ratings affirmed the 'B-' Issuer Default Rating for
Dobson Communications Corporation with a stable outlook.


DOROTHY CHURCH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dorothy R. Church
        24621 Southeast 224th Street
        Maple Valley, WA 98038

Bankruptcy Case No.: 07-12859

Chapter 11 Petition Date: June 21, 2007

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  500 Union Street, Suite 927
                  Seattle, WA 98101-2332
                  Tel: (206) 624-0088

Total Assets: $1,418,250

Total Debts:  $1,308,443

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
CITI Mortgage               bank loan; value           $48,080
P.O. Box 689196             of collateral:
Des Moines, IA              $290,000
50368-9196

Michael & Carol Ward        loan                       $35,000
23205 127th Avenue
Northeast
Arlington, WA 98038

Sheldon Hay                 professional               $26,000
30415 Southeast             services
392nd Street
Enumclaw, WA 98022

Home Depot Credit Services  credit card                $13,428

Lowe's                      credit card                 $7,545

Chase                       credit card                 $4,751

Tax Ladies                  professional                $4,337
                            services

CITI Mortgage               bank loan; value            $3,700
                            of collateral:
                            $290,000

Sears                       credit card                 $3,543

Home Depot Credit Services  credit card                 $3,242

A.A.A. Electrical           business debt               $3,019
Contractors, Inc.

G.E. Money Bank             loan                        $2,000

U.S. Bank                   credit card                 $1,848

Citi Card                   credit card                 $1,696

Alpha Ecological            business debt               $1,218

W.F.S. Financial, Inc.      loan; value of              $1,183
                            collateral:
                            $18,000

Sewall Wetland Consulting,  business debt               $1,086
Inc.

King County Dept. of        business debt               $1,075
Developmental and
Environmental Services

Wells Fargo Financial       loan                        $1,064

Oserran, Hahn, Spring &     business debt               $1,013
Watts, P.S.


E2 BROKER: Judge McManus Confirms Chapter 11 Plan of Liquidation
----------------------------------------------------------------
The Honorable Michael S. McManus of the United States Bankruptcy
Court for the Eastern District of California confirmed E2 Broker
Inc.'s Chapter 11 Plan of Liquidation.

                          Plan Funding                      

As reported in the Troubled Company Reporter on May 23, 2007,
the Plan contemplates the liquidation of the Debtor's assets and
established a separate Plan fund in order to make payments to its
creditors.

The Debtor will deposit cash into the Plan fund from ongoing cash
flow these amounts:

     i. all excess cash beyond the sum of $60,000 within 30 days
        of the effective date;

    ii. $5,000 for each month beginning July 2007 to December
        2008;

   iii. $6,500 for each month beginning January 2009 to December
        2011.

The Debtor said that all proceeds from the sale will be paid
to the secured creditors after all of its assets have been
liquidated.

                       Treatment of Claims

Under the Plan, Administrative Claims, totaling $25,000, will
be paid in full on the effective date of the Plan.

Unsecured Priority Tax Claims will be paid in equal monthly
installments, pro rata, with interest rate of 5% annually from
the effective date.

Wells Fargo Bank Secured Claims, totaling $379,074, will bear
interest at 5% annually and will be amortized over no longer than
four years from the effective date.

Franchise Tax Board Secured Tax Claims, totaling $181,273, will be
paid in installments $2,000 per month with 5% interest annually on
or before the 10th day of each month.

Internal Revenue Service Secured Tax Claims, totaling $236,289,
will be paid in installments per month with an interest rate of
5% annually after IRS claims have been paid.

C.L. Rafferty Secured Property Tax Claims, totaling $3,755,
will be paid $175 per month in installments with an interest
rate of 5% annually from the effective date.

Safe Credit Union has a secured claim of approximately $34,000
for a 1999 Mercedes has been rejected by the Debtor.

Priority Wage, Employment Benefit, and Consumer Deposit Claims
will be paid beginning 30 days after the effective date with
an interest rate of 5%, until paid in full.

General Unsecured Claims will receive 5% of their claims from
the Debtor's Plan fund without interest.  

Equity Interest Holders, Robin Giffin and Jacob Mickalich, each
holds 50% of the Debtor's common stock, will each contribute
$5,000 into the Plan fund within 90 days of confirmation of the
Plan.  Hence, Messrs. Giffin and Mickalich will retain their
equity interest in the Debtor's common stock after the Plan
is confirmed.

                       About E2 Broker Inc.

Headquartered in Rocklin, California, E2 Broker Inc., dba
Naturally Pure Enterprises, conducts employment drug testing.  
The company filed for Chapter 11 protection on Nov. 28, 2006
(Bankr. E.D. Ca. Case No. 06-25014).  Scott A. CoBen, Esq., and
William E. Kruse, Esq., at CoBen & Associates, represent the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's bankruptcy
case.  When the Debtor filed for protection from its creditors, it
estimated assets and debts between $1 million and $100 million.


EMERSON REINSURANCE: Moody's Rates $45 Million Facility at Ba3
--------------------------------------------------------------
Moody's assigned definitive ratings to Emerson Reinsurance
Limited's bank loans after review of final executed documents:

-- Ba3 to $45 million Term D facility,
-- Ba2 to $130 million Term C facility,
-- Baa3 to $140 million Term B facility, and
-- A2 to $185 million Term A facility.

These definitive ratings are consistent with, and replace, the
provisional ratings assigned on June 6, 2007.  

Emerson Re, based in the Cayman Islands, is a limited life,
exempted Class B company that will provide fully collateralized,
excess-of-loss retrocessional protection exclusively to CIG
Reinsurance Limited and New Castle Reinsurance Company Limited for
three years.  Both Cedants are Bermuda Class 4 reinsurers which
are independently managed in Bermuda and owned by investment funds
managed by Citadel Limited Partnership.

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

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

Key rating factors include:

                             Model Risk

Catastrophe modeling error is the most important risk factor.  The
base curve was derived using both commercial catastrophe modeling
software as well as proprietary models to account for risks not
covered in the commercial models.  Overall, about 3% of total
event limits were not modeled by any methods.

Moody's stressed the base curve to account for several items:

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

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

   3) non-modeled elements like loss adjustment expenses, extra-
      contractual obligations, inflation, and exposure growth;

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

   5) business lines that are not modeled at all and;

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

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

Moody's viewed favorably that a third party, Risk Management
Solutions, Inc., reviewed the catastrophe modeling, aggregation
methodology and reporting processes utilized by the Cedants.  RMS
will also be required to verify that the Cedants adhered to agreed
upon modeling procedures in calculating final and special
attachment and exhaustion points for each risk period.

                    Alignment Of Interests

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

                    Commutation Mechanism

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

                  Portfolio And Risk Profile

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

These definitive ratings have been assigned with a stable outlook:

Emerson Reinsurance Limited

-- $45 million senior secured term loan (Term D facility) at Ba3;

Emerson Reinsurance Limited  

-- $130 million senior secured term loan (Term C facility) at
    Ba2;

Emerson Reinsurance Limited

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

Emerson Reinsurance Limited

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

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


FEDERAL-MOGUL: Court Establishes Plan Confirmation Timeline
-----------------------------------------------------------
The Hon. Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware establishes these dates for the consideration
of confirmation of Federal-Mogul Corporation and its debtor-
affiliates Fourth Amended Joint Plan of Reorganization:

  Date              Event
  ----              -----
  June 29, 2007     Deadline to file deposition designations for
                    witnesses called at the June 18-21, 2007
                    Confirmation Hearing

                    Plan Objectors' deadline to identify Plan
                    Supporter witnesses to be called at the
                    July 9-10, 2007 Continued Confirmation
                    Hearing

  July 6, 2007      Deadline to file counter deposition
                    designations with respect to June 18-21,
                    2007 Confirmation Hearing witnesses

  July 9-10, 2007   Confirmation Hearing reconvenes

  July 17, 2007     Deadline to file deposition designations for
                    witnesses called at the Continued
                    Confirmation Hearing

  July 24, 2007     Deadline to file counter deposition
                    designations with respect to Continued
                    Confirmation Hearing witnesses

  July 31, 2007     Plan Supporters' deadline to file briefs on
                    Plan confirmation issues

  August 6, 2007    Deadline to file proposed findings of fact
                    and conclusions of law

  August 21, 2007   Plan Objectors' deadline to file briefs on
                    Plan confirmation issues

  August 31, 2007   Plan Supporters' deadline to file responsive
                    briefs to the August 21 Plan Objector briefs

  October 1, 2007   Court to hear closing arguments

                      About Federal-Mogul

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

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  They then submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The confirmation hearing is set for June 18, 2007.
(Federal-Mogul Bankruptcy News, Issue No. 142; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FEDERAL-MOGUL: Plan Objectors Streamline Requests
-------------------------------------------------
PepsiAmericas, Inc., informs the U.S. Bankruptcy Court for the
District of Delaware withdraws, without prejudice, its request
for:

  (a) permission to supplement the Court's record with the
      Mt. McKinley Settlement and the June 20, 2007 Pneumo Abex
      Documents; and

  (b) a declaration that the Court's June 18, 2007 order only
      precludes PepsiAmericas from presenting trial testimony on
      topics that the Plan Proponents were precluded from
      inquiring about.

In addition, seven Plan Objectors no longer seek to preclude the
Plan Proponents from presenting certain disputed documents and
testimony, which they have determined were not actually litigated
or adjudicated in Federal-Mogul Corporation and its debtor-
affiliates' bankruptcy cases:

    * AIU Insurance Company,
    * American Home Assurance Company,
    * AIG Casualty Company,
    * Granite State Insurance Company,
    * Insurance Company of the State of Pennsylvania,
    * Lexington Insurance Company, and
    * National Union Fire Insurance Company of Pittsburgh, PA.

                      About Federal-Mogul

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

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  They then submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The confirmation hearing is set for June 18, 2007.
(Federal-Mogul Bankruptcy News, Issue No. 142; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FINLAY ENTERPRISES: Performance Difficulty Cues S&P's Neg. Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Finlay
Enterprises Inc., and its wholly owned subsidiary, Finlay Fine
Jewelry Corp., to negative from stable.  At the same time,
Standard & Poor's affirmed its 'B' corporate credit and 'B-'
senior unsecured ratings on the company.  The outlook revision
reflects Finlay's weakening operating performance, deteriorating
credit protection metrics, and modest increase in debt.
     
The ratings for New York City-based Finlay reflect the substantial
customer concentration, discretionary and seasonal nature of the
retail jewelry industry, intense competition, highly leveraged
capital structure, and thin cash flow protection measures.
      
"The negative outlook reflects Finlay's performance difficulty
after the closure of a number of stores through department store
consolidation," said Standard & Poor's credit analyst David
Kuntz," and we could lower the rating if operations continue to
decline, resulting in deteriorating credit metrics."


FLAGSHIP CLO: Moody's Rates Class E Floating Rate Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Flagship CLO VI :

-- Aaa to the $319,500,000 Class A-1a Floating Rate Notes, Due
    2021;

-- Aa1 to the $35,500,000 Class A-1b Floating Rate Notes, Due
    2021;

-- Aaa to the $10,000,000 Class A-2 Floating Rate Notes, Due
    2021;

-- Aa2 to the $33,750,000 Class B Floating Rate Notes, Due 2021;

-- A2 to the $22,500,000 Class C Deferrable Floating Rate Notes,
    Due 2021;

-- Baa2 to the $20,000,000 Class D Deferrable Floating Rate
    Notes, Due 2021; and

-- Ba2 to the $20,000,000 Class E Deferrable Floating Rate Notes,
    Due 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Senior Secured Loans
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Deutsche Investment Management Americas Inc. will manage the
selection, acquisition and disposition of collateral on behalf of
the Issuer.


FORD CREDIT: Moody's Rates $39.8 Million Class D Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned ratings of Prime-1 to the Class
A-1 Notes, Aaa to each of the Class A-2a through A-4b notes, A1 to
the Class B notes, Baa2 to the Class C notes, and Ba2 to the Class
D notes issued by Ford Credit Auto Owner Trust 2007-A.

The complete rating actions are:

Ford Credit Auto Owner Trust 2007-A

-- $466,000,000 5.34852% Class A-1 asset-backed notes, rated
    Prime-1.

-- $300,000,000 5.42% Class A-2a asset-backed notes, rated Aaa.

-- $287,596,000 1 Month Libor+0.01% Class A-2b asset-backed
    notes, rated Aaa.

-- $255,444,000 5.40% Class A-3a asset-backed notes, rated Aaa.

-- $294,000,000 1 Month Libor+0.03% Class A-3b asset-backed
    notes, rated Aaa.

-- $144,330,000 5.47% Class A-4a asset-backed notes, rated Aaa.

-- $145,000,000 1 Month Libor+0.05% Class A-4b asset-backed
    notes, rated Aaa.

-- $59,759,000 5.60% Class B asset-backed notes, rated A1.

-- $39,840,000 5.80% Class C asset-backed notes, rated Baa2.

-- $39,839,000 7.05% Class D asset-backed notes, rated Ba2.

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance, the strength
of the structure, the availability of excess spread over the life
of the transaction, the reserve account of .50% of the initial
pool balance, and the experience of Ford Motor Credit Company as
servicer.


FOUR B: Exclusive Plan Filing Period Extended to September 20
-------------------------------------------------------------
The Honorable Joel B. Rosenthal of the U.S. Bankruptcy Court for
the District of Massachusetts extended Four B Development Corp.'s
exclusive periods to:

   a. file a Chapter 11 plan until Sept. 20, 2007; and
   b. solicit acceptances for that plan until Nov. 19, 2007.

The Debtor contends that there is reason to extend its exclusive
periods because its real estate has sufficient equity to enable it
to pay its secured and unsecured creditors in full.

The Debtor says that it has been working diligently toward an
arrangement that would enable it to propose a plan to pay all its
creditors.

At present, Kevin C. McGee, Esq., at Seder & Chandler LLP, said
that no creditor has approached the Debtor with an alternative
plan.  The Debtor, Mr. McGee added, said that the Court should
give a full opportunity to explore its options, with the
assistance of Keen Realty LLC.

                      About Four B Development

Headquartered in Spencer, Massachusetts, Four B Development Corp.
constructs golf courses.  The company filed for Chapter 11
protection on January 23, 2007 (Bankr. D. Mass. Case No.
07-40254).  Kevin C. McGee, Esq. and Philip F. Coppinger, Esq. of
Seder & Chandler LLP represent the Debtor in its restructuring
efforts.  No Official Creditors Committee has been appointed in
the Debtor's bankruptcy proceeding.  In its schedules filed with
the Court, the Debtor disclosed total assets of $14,635,259 and
total debts of $8,240,947.


FOUR B DEVELOPMENT: Court Okays Keen Realty as Real Estate Broker
-----------------------------------------------------------------
The Honorable Joel B. Rosenthal of the U.S. Bankruptcy Court
for the District of Massachusetts gave Four B Development Corp.
permission to employ Keen Realty LLC as its real estate broker and
consultant.

The firm is expected to develop and implement a strategy that
results in the sale of the Debtor's properties at the highest and
best price.

Specifically, the firm is expected to:

     a. review all pertinent documents and will consult with the
        Debtor's counsel, as appropriate;

     b. coordinate with the Debtor the development of due
        diligence materials, the cost of which shall be the
        Debtor's sole responsibility;

     c. develop a marketing plan implement each facet of the that
        plan;

     d. communicate regularly with all prospects and maintain
        detailed records of all communications;

     e. meet periodically with the Debtor and its professional
        advisors in connection with the status of its efforts;

     f. work with the attorneys responsible for the implementation
        of the proposed transactions, reviewing documents,
        negotiating and assisting in resolving problems which may
        arise; and

     g. appear in Court during the term of this retention, to
        testify of to consult with the Debtor in connection with
        the scope of the firm's engagement.

The firm will receive 5% of the gross proceeds of the sale of the
Debtor's real estate.  The firm will also receive administrative
claim and a carve-out of any gross proceeds for the amount of its
fee.

The Debtor tells the Court that the firm has been negotiating
with Bridgeland Development, regarding a possible sale of its
real estate.  

The firm's professionals billing rates:

     Designation                Hourly Rates
     -----------                ------------
     Chairman and President         $550
     Executive Vice President       $475
     Vice President                 $385
     Directors                      $250
     Associates                     $200
     Administrative Support         $125

To the Debtor's best knowledge the firm does not hold any interest
adverse to the Debtor's estate and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

                      About Four B Development

Headquartered in Spencer, Massachusetts, Four B Development Corp.
constructs golf courses.  The company filed for Chapter 11
protection on January 23, 2007 (Bankr. D. Mass. Case No.
07-40254).  Kevin C. McGee, Esq. and Philip F. Coppinger, Esq. of
Seder & Chandler LLP represent the Debtor in its restructuring
efforts.  No Official Creditors Committee has been appointed in
the Debtor's bankruptcy proceeding.  In its schedules filed with
the Court, the Debtor disclosed total assets of $14,635,259 and
total debts of $8,240,947.


GCI INC: S&P Lowers Corporate Credit Rating to BB- from BB
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Anchorage, Alaska-based GCI Inc. to 'BB-' from 'BB' and
its senior unsecured debt rating to 'B' from 'B+'.  All ratings on
the diversified telecommunications provider were removed from
CreditWatch, where they were placed with negative implications on
June 13, 2007, following news of the company's intention to pursue
a significantly more aggressive financial policy.  The outlook is
stable.  Total debt outstanding as of March 31, 2007, was
approximately $483 million.
      
"The downgrade reflects our expectations that GCI will increase
leverage over the next couple of years, either through a potential
acquisition of Dobson Communications' Alaskan wireless properties,
or if such an acquisition is not consummated, via shareholder
friendly actions," said Standard & Poor's credit analyst Allyn
Arden.  In any case, S&P have concluded that GCI would be
comfortable operating with a more levered capital structure, which
S&P expect would exceed 4.5x in the intermediate term.  This
represents a substantial jump in leverage from 3.4x for the 12
months ended March 31, 2007.  This policy change comes at a time
when the company is expected to increase investments to capitalize
on growing demand for telecom services in Alaska in the next few
years.
     
The ratings on GCI reflect its significant exposure to the highly
competitive Alaskan telecom market, lack of geographic diversity,
uncertain growth prospects for new investment projects, and its
more-aggressive financial policy.  Tempering factors include GCI's
well-positioned incumbent cable TV business and limited
competition from direct-to-home satellite services; its network
access business, which is bolstered by long-term contracts despite
moderate pricing pressure; and bundled service offerings, which
help improve customer retention.


GMAC COMMERCIAL: S&P Lifts Ratings on 10 Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes of mortgage pass-through certificates from GMAC Commercial
Mortgage Securities Inc.'s series 2002-C1.  Concurrently, S&P
affirmed its 'AAA' ratings on seven other classes from the same
transaction.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.  
The upgrades of several senior certificates reflect $207.7 million
(32%) of the pool for which the collateral was defeased.
     
As of the June 15, 2007, remittance report, the trust collateral
consisted of 103 mortgage loans with an aggregate principal
balance of $643.9 million, down from 108 loans totaling $710.1
million at issuance.  The master servicer, Capmark Finance Inc.,
reported primarily year-end 2006 financial information for 82% of
the pool, which excludes the aforementioned defeasance.  Based on
this information, Standard & Poor's calculated a weighted average
debt service coverage of 1.42x, compared with 1.37x at issuance.  
All of the loans in the pool are current, and no loans are with
the special servicer, also Capmark.  To date, the trust has
experienced two losses totaling $846,000.    
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $146.7 million (23%) and a weighted average
DSC of 1.36x, the same as at issuance.  Four of the top 10
exposures are on the master servicer's watchlist and are discussed
below.  Standard & Poor's reviewed the property inspection reports
provided by Capmark for the assets underlying the top 10 real
estate exposures, and all of the properties were reported to be in
"good" or "excellent" condition.
     
Capmark reported a watchlist of 23 loans totaling $134.1 million
(21%), including four of the top 10 loans, which constitute 44%
($58.5 million) of the loans on the watchlist. Details are as
follows:

     -- The largest exposure on the watchlist and the second-
        largest exposure in the pool is Boca Industrial Park
        ($18.8 million, 3%), which is secured by a 386,800-sq.-ft.
        industrial warehouse/office building in Boca Raton,
        Florida.  The loan appears on the watchlist because the
        property reported a DSC of 1.02x as of December 2006 due
        to higher operating expenses.  Occupancy was 99% as of May
        2007.

     -- The fourth-largest real estate exposure, Tempe City Center
        ($15.1 million, 2%), is secured by a 163,800-sq.-ft.
        suburban office building in Tempe, Arizona.  The loan is
        on the watchlist because it reported a DSC of 1.04x as of
        March 2007, due to increased operating expenses and low
        occupancy (87% as of March 2007).

     -- The eighth-largest real estate exposure, Resource Center,
        has a current balance of $13.5 million (2%) and is secured
        by a 279,800-sq.-ft. office building in Houston, Texas.  
        The loan was placed on the watchlist because it reported a
        low DSC of 0.93x as of December 2006, which was attributed
        to low occupancy (80% as of March 2007).

     -- The ninth-largest real estate exposure, Parkaire Landing
        Shopping Center, has a current balance of $11.1 million
       (2%) and is secured by a 158,700-sq.-ft. anchored retail
        center in Marietta, Georgia.  The loan is on the watchlist
        because of a decline in occupancy to 72% as of March 2007,
        from 96% at issuance, due to increased competition.  DSC
        was 1.37x as of December 2006.


While the seventh-largest real estate exposure, Mesa Grande
($13.7 million, 2%), is not on the master servicer's watchlist, it
reported a DSC of 1.02x as of December 2005.  The loan is secured
by a 241,200-sq.-ft. anchored retail center in Mesa, Arizona.  The
low DSC is attributable to increased operating expenses.  
Occupancy was 98% as of March 2007.  The remaining loans on the
watchlist have low DSCs, low occupancies, or major tenant
expirations.
     
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those on the watchlist.  The
resultant credit enhancement levels adequately support the raised
and affirmed ratings.
   

                        Ratings Raised
   
           GMAC Commercial Mortgage Securities Inc.
       Mortgage pass-through certificates series 2002-C1

                      Rating
                      ------
        Class     To        From     Credit enhancement
        -----     --        ----      -----------------
          E       AA+       AA             14.76%
          F       AA        A+             12.83%
          G       A+        A-             11.17%
          H       A         BBB+            9.79%
          J       BBB+      BBB             7.59%
          K       BBB-      BB+             5.66%
          L       BB+       BB              4.83%
          M       BB        BB-             4.00%
          N       B+        B               2.76%
          O       B         B-              2.21%
             

                        Ratings Affirmed
    
            GMAC Commercial Mortgage Securities Inc.
        Mortgage pass-through certificates series 2002-C1

           Class          Rating    Credit enhancement
           -----          ------     ----------------
           A-1            AAA             24.68%
           A-2            AAA             24.68%
           B              AAA             20.13%
           C              AAA             18.62%
           D              AAA             16.13%
           X-1            AAA               N/A
           X-2            AAA               N/A
            

                     N/A-Not applicable.


GOODYEAR TIRE: Repays $315 Million in Senior Notes
--------------------------------------------------
The Goodyear Tire & Rubber Company has completed its redemption of
$315 million in senior notes.

Following its successful equity offering in May, Goodyear has
exercised its rights to redeem $175 million of its $500 million in
8.625% senior notes due in 2011, and $140 million of its $400
million in 9% senior notes due in 2015.

"Using proceeds from our equity offering to reduce debt brings us
closer to the completion of our Capital Structure Improvement
Plan," Damon J. Audia, Goodyear's vice president and treasurer,
said.

The company has said it expects to use the remaining proceeds of
the equity offering as well as proceeds from the pending sale of
its Engineered Products business for general corporate purposes,
which may include reducing debt, addressing legacy obligations and
supporting growth in its core tire businesses.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest     
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear Tire has marketing operations in almost
every country around the world including Chile, Colombia,
Guatemala, Jamaica and Peru in Latin America.  Goodyear employs
more than 80,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on Goodyear
Tire & Rubber Co., including its corporate credit rating to 'BB-'
from 'B+'.  In addition, the ratings were removed from CreditWatch
where they were placed with positive implications on May 10, 2007.
Recovery ratings were not on CreditWatch.


GREENWICH CAPITAL: Fitch Holds BB+ Rating on Class L Certificates
-----------------------------------------------------------------
Fitch Ratings affirms Greenwich Capital Commercial Funding
Corporation, series 2006-FL4, commercial mortgage pass-through
certificates as:

    -- $410.1 million class A-1 at 'AAA';
    -- $230.4 million class A-2 at 'AAA';
    -- $567.1 million interest-only class X-1 at 'AAA';
    -- $35.4 million class B at 'AA+';
    -- $30.7 million class C at 'AA';
    -- $18.0 million class D at 'AA-';
    -- $16.7 million class E at 'A+';
    -- $11.3 million class F at 'A';
    -- $15 million class G at 'A-';
    -- $17.6 million class H at 'BBB+';
    -- $14.2 million class J at 'BBB';
    -- $7.2 million class K at 'BBB-';
    -- $17.8 million class L at 'BB+'.

The following nonpooled trust assets (rakes) are affirmed by
Fitch:

    -- $2.2 million class N-MET 'BBB';
    -- $6.6 million class O-MET 'BBB-';
    -- $997,740 class N-LAX 'BBB-';
    -- $2.3 million class N-NZH 'BBB-';
    -- $1.6 million class N-NW 'A-';
    -- $899,005 class O-NW 'BBB+';
    -- $961,005 class P-NW 'BBB';
    -- $1.2 million class Q-NW 'BBB-';
    -- $770,025 class N-E161 'BBB-';
    -- $894,087 class N-SCR 'BBB';
    -- $1.4 million class O-SCR 'BBB-';
    -- $993,129 class N-WYN 'BBB-';
    -- $1.4 million class N-2600 'AA-';
    -- $2.0 million class O-2600 'A-';
    -- $1.3 million class P-2600 'BBB';
    -- $1.7 million class Q-2600 'BBB-';
    -- $1.6 million class N-HAP 'A-';
    -- $821,335 class O-HAP 'BBB';
    -- $943,014 class P-HAP 'BBB-';
    -- $583,585 class N-LJS 'BBB-';
    -- $1.1 million class N-444 'BBB';
    -- $1.1 million class O-444 'BBB-'.

The rake classes N-CPH, O-CPH, P-CPH, Q-CPH, S-CPH, N-LDC, O-LDC,
and P-LDC have paid in full.

The affirmations are due to stable performance since issuance. As
of the June 2007 remittance, the transaction has paid down by
14.3% since issuance.  Four loans have paid in full.  There are no
specially serviced loans, and all loans are current.  All of the
remaining loans maintain investment-grade credit assessments.

The transaction consists of loans collateralized by office
properties (34.9%), hotel (31.8%), retail (17.6%), condominium
conversion (4.7%), land (4.3%) and mixed use (3.5%).  At issuance,
15.3% of the pool was collateralized by condominium conversion
loans and 3.6% by land.

The largest loan in the transaction is the Mervyn's Portfolio loan
(12.8%).  At issuance, the loan's $121.9 million trust balance was
collateralized by 140 Mervyn's stores, four distribution centers,
and an office building.  Since issuance, there have been 25 stores
released from the collateral, and the trust balance has been
reduced to $101.2 million.


GREENS CREEK: Moody's Rates Class D Floating Rate Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Greens Creek Funding Ltd :

-- Aaa to the $342,000,000 Class A-1 Floating Rate Senior Notes
    Due 2021;

-- Aa2 to the $25,500,000 Class A-2 Floating Rate Senior Notes
    Due 2021;

-- A2 to the $26,000,000 Class B Floating Rate Deferrable Senior
    Subordinate Notes Due 2021;

-- Baa2 to the $18,000,000 Class C Floating Rate Deferrable
    Senior Subordinate Notes Due 2021 and

-- Ba2 to the $8,000,000 Class D Floating Rate Deferrable
    Subordinate Notes Due 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of Senior
Secured Loans due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

Silvermine Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


GSC PARTNERS: S&P Withdraws BB Rating on Class B Notes
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A and B notes issued by GSC Partners CDO Fund III Ltd., a
cash flow arbitrage corporate high-yield CBO transaction.
     
The rating withdrawals follow the optional redemption of the notes
by the issuer at the direction of the majority of the preference
shareholders pursuant to section 9.1(d) of the indenture.  The
redemption took place on the June 22, 2007 payment date.
   

                       Ratings Withdrawn

                 GSC Partners CDO Fund III Ltd.

                  Rating                    Balance
                  ------                    -------
       Class   To         From         Current     Previous
       -----   --         ----         -------     --------
         A     NR         AAA            0.00    $470,000,000
         B     NR         BB             0.00      $9,291,000

                         NR - Not rated.


GVI SECURITY: March 31 Balance Sheet Upside-down by $192,000
------------------------------------------------------------
GVI Security Solutions Inc.'s consolidated balance sheet at
March 31, 2007, showed $17,150,000 in total assets and $17,342,000
in total liabilities, resulting in a $192,000 total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $16,746,000 in total current assets
available to pay $17,299,000 in total current liabilities.

GVI Security Solutions Inc. reported net income of $160,000 for
the first quarter ended March 31, 2007, compared to a net loss of
$2.5 million in the first quarter of 2006.  Excluding results from
discontinued operations, the net loss a year ago was $1.5 million.
Operating income during the quarter was $515,000 compared to a
loss of $1.1 million the prior year.  Operating margin was 4.5%,
compared to negative 9.6% in the first quarter a year ago.

"We are pleased to report that the final profit numbers for the
quarter came in above our previously announced estimates," stated
GVI chief financial officer Joe Restivo.  "We had predicted
operating income in the range of $400,000 to $500,000 and
delivered operating income of $515,000.  In addition, our reported
net income of $160,000 came in above the $50,000 to $150,000 range
we had publicly announced in late March."

"The results we are reporting for this quarter are a significant
first step on a new path for GVI," stated GVI chief executive
officer Steven Walin.  "The decision we made to emphasize GVI's
core business has been an important driver in the success of our
ongoing turnaround.  We have demonstrated that we can deliver on
our goals and we look forward to continuing to deliver superior
results moving forward."

Gross profit for the first quarter was $3.0 million, up from
$2.4 million a year ago.  Gross margin improved to 26.9% from 9.2%
in the fourth quarter of 2006 and 20.2% a year ago.  This
improvement was directly attributable to the company's movement
toward higher-margin, core products and away from non-core product
lines such as access control and other products, which generally
carried lower margins.

Net revenues in the first quarter of 2007 were $11.0 million as
compared to revenues of $11.7 million during the same period last
year, and essentially unchanged from the fourth quarter of 2006.
The decrease in sales year-over-year was caused primarily by a
decline in sales from non-core business lines and sales channels,
including direct to consumer and aftermarket channels.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $16,746,000 in total current assets
available to pay $17,299,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?214d

                        Going Concern Doubt

Weinberg & Company P.A., in Los Angeles, expressed substantial
doubt about GVI Security Solutions Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses and negative cash flows
from operating activities, which have resulted in a negative
working capital and a stockholders' equity deficiency.

                   About GVI Security Solutions

Headquartered in Carollton, Texas, GVI Security Solutions Inc.
(OTC BB: GVSS) -- http://www.gviss.com/-- is a global provider of  
video surveillance security solutions to the homeland security,
institutional and commercial market segments.


HANCOCK FABRICS: Wants Court to Extend Removal Period
-----------------------------------------------------
Hancock Fabrics Inc. and its debtor-affiliates ask the United
States Bank Bankruptcy Court for the District of Delaware to
extend the time within which they may file notices of removal of
related proceedings under Rule 9027 of the Federal Rules of
Bankruptcy Procedure through the confirmation of each Debtor's
plan in its Chapter 11 case.

As of March 21, 2007, Hancock Fabrics Inc., and its debtor-
affiliates were parties to at least 13 civil actions in various
state courts, Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnel LLP, in Wilmington, Delaware, relates.

Due to the short time in which their Chapter 11 cases have been
pending, the Debtors have not had an adequate opportunity to
determine whether to remove any Prepetition Action, Mr. Dehney
states.

"During the initial stages of [the Debtors'] cases, key
management personnel and the Debtors' professionals have focused
a great deal of attention and resources on obtaining Court
approval of two debtor-in-possession financing facilities,
approval to conduct going-out-of-business sales, analyzing and
evaluating leases, and recently, conducting an auction for the
same of a large number of leases," Mr. Dehney tells the Bankruptcy
Court.

Moreover, Mr. Dehney says, the Debtors have devoted a substantial
amount of time and resources to:

  -- completing and filing their schedules of assets and
     liabilities and statements of financial affairs;

  -- addressing numerous issues involving utility companies,
     landlords, employees, vendors and governmental agencies;

  -- initiating a claims administration process; and

  -- complying with the multitude of other obligations and
     responsibilities of the Debtors' cases.

As a result, Mr. Dehney avers, the Debtors have had insufficient
time to make an informed decision regarding removal of claims,
proceedings or civil causes of action, if, prior to the current
June 19, 2007 deadline.

Rule 9027 provides, in pertinent part, that if a claim or cause
of action in a civil action is pending when a Chapter 11 case is
commenced, a notice of removal may be filed only within the
longest of:

  (i) 90 days after the order for relief in the case;

(ii) 30 days after entry of an order terminating a stay, if
      the claim or cause of action in a civil action has been
      stayed under Section 362 of the Bankruptcy Code; or

(iii) 30 days after a trustee qualifies in a Chapter 11 case,
      but not later than 180 days after the order for relief.

In addition, Rule 9006 permits the Bankruptcy Court to extend the
Removal Period, providing that when an act is required or allowed
to be done at or within a specified period, a court may:

  -- order the period enlarged if the request is made before
     the expiration of the period originally prescribed or as
     extended by a previous order; or

  -- permit the act to be done where the failure to act was the
     result of excusable neglect.

Until the Debtors are able to make an informed decision
respecting the advisability of removing the Prepetition Actions,
the Debtors believe that the most prudent and efficient course of
action is to extend the Removal Period through the Plan
Confirmation of each Debtor's Plan in its Chapter 11 case.

The Court will convene a hearing on July 26, 2007, at 11:00 a.m.,
to consider the Debtors' request.  By application of Rule 9006-2
of the Local Rules of Bankruptcy Practice and Procedures of the
U.S. Bankruptcy Court for the District of Delaware, the Debtors'
Removal Period is automatically extended through the conclusion
of that hearing.

                      About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty         
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  

The Debtors exclusive period to file a chapter 11 plan expires on  
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 12,
http://bankrupt.com/newsstand/or 215/945-7000).


HEWETT'S ISLAND: Moody's Rates Class E Floating Rate Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Hewett's Island CLO VI, Ltd :

-- Aaa to the $50,000,000 Class A-R First Priority Senior Secured
    Floating Rate Revolving Notes Due 2019;

-- Aaa to the $255,500,000 Class A-T First Priority Senior
    Secured Floating Rate Term Notes Due 2019;

-- Aa2 to the $27,500,000 Class B Second Priority Senior Secured
    Floating Rate Notes Due 2019;

-- A2 to the $15,500,000 Class C Third Priority Senior Secured
    Deferrable Floating Rate Notes Due 2019;

-- Baa2 to the $15,500,000 Class D Fourth Priority Mezzanine
    Secured Deferrable Floating Rate Notes Due 2019 and

-- Ba2 to the $16,000,000 Class E Fifth Priority Mezzanine
    Secured Deferrable Floating Rate Notes Due 2019.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Senior Secured Loans,
Senior Secured Floating Rate Notes, Structured Finance Securities,
High Yield Bonds, Synthetic Securities and certain other
obligations and securities, due to defaults, the transaction's
legal structure and the characteristics of the underlying assets.

CypressTree Investment Management Company, Inc. will manage the
selection, acquisition and disposition of collateral on behalf of
the Issuer.


IMAX CORP: Unable to File 2006 Form 10-K by June 30 Deadline
------------------------------------------------------------
IMAX Corporation was not able to file its 2006 Annual Report on
Form 10-K and quarterly report on Form 10-Q for the quarter ended
March 31, 2007, by the June 30, 2007.

The company however it expects to be able to do so shortly.

In March 2007, the company previously announced that it would
delay filing its financial statements due to the discovery of
certain accounting errors and subsequently broadened its
accounting review to include certain other accounting matters
based on comments received by the company from the staff of the
Securities and Exchange Commission and the Ontario Securities
Commission.

The company believes that it has substantially addressed these
comments by revising its accounting policy with regard to revenue
recognition for theatre systems.

The revised policy, which will be detailed in the Company's 10-K
and 10-Q, has the effect of shifting a portion of systems revenue
between periods during the years 2002 through 2006; in the
majority of cases, the timing of revenue recognition shifts by 90-
180 days.

The company previously announced that it had executed a
supplemental indenture to the indenture governing its 9-5/8%
senior notes dues 2010, pursuant to which:

    (i) any existing defaults arising from a failure to comply
        with the reporting covenant under the Indenture had been
        waived and

   (ii) the failure by the company to comply with the reporting
        covenant until June 30, 2007 shall not constitute a
        default or be the basis for an event of default under the
        Indenture.

Because the Company was not able to file its 10-K and 10-Q by June
30, 2007, it expects to be in default of this covenant.  However,
the company expects to make such filings within 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.

In addition, the company obtained a further waiver under its bank
credit agreement of the covenant to deliver its audited financial
statements until July 31, 2007.

The company stated it did not intend to seek any further
extensions in connection with its filing obligations from any
parties.

The statements set forth in this press release are preliminary,
reflect information currently known to the company and are subject
to change as a result of the accounting review and restatement
process, subsequent events and the completion of the financial
statements by management and the audit of the financial statements
by the Company's independent auditors, PricewaterhouseCoopers,
LLP.  In the event of an acceleration of any or all of its
indebtedness, the company may not have sufficient access to
capital to refinance or repay any debt that is so accelerated, and
any such acceleration could have a material adverse effect on the
Company's financial position.

                         About IMAX Corp.

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

                          *     *     *

Moody's Investors Service assigned a Caa1 rating on IMAX
Corporation's Senior Unsecured Debt on March 30, 2007.


INTERGEN N.V: Moody's Rates $3.5 Billion Loans at Ba3
-----------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the
$1.975 billion senior secured notes due 2017, $800 million senior
secured term loan due 2014 and $750 million senior secured credit
facility due 2012, being issued by InterGen N.V.

Proceeds from the notes and the term loan will be used to
refinance InterGen's parent level debt and to refinance project
level debt at the four largest wholly-owned cash generating
assets, while simplifying the capital structure and enhancing
operational and financial efficiency and flexibility.  The credit
facility will be used to provide credit support for obligations of
certain project assets, to support counterparty risk of certain
project assets and to provide for liquidity and general corporate
purposes.  InterGen is a joint venture between affiliates of AIG
Highstar Capital II, L.P and Ontario Teachers' Pension Plan Board.  
The rating outlook is stable.

The portfolio consists of six combined cycle natural gas-fired
projects and three coal-fired facilities with a combined gross
generating capacity of 7,090 MW of which InterGen has a net
ownership interest of 5,235 MW.  There are also two projects under
advanced development, which are expected to achieve commercial
operation within three years that would add another 1,205 MW.  The
nine operational plants are located throughout the world in five
countries, providing strong geographic diversity to the portfolio.

The Ba3 senior secured rating reflects the predictable, stable
cash flows predominantly derived from contracts and hedges with
mainly investment grade counterparties in investment grade
countries and the significant portfolio diversity with nine
operational power generation projects in five countries located
across four continents.  Under the base case, contracted cash
flows are capable of meeting the required holding company debt
service on average 1.2 times through the 10-year life of the
notes.  Additionally, the projects that sell into wholesale
markets are mainly low cost baseload or intermediate plants that
are well positioned on the dispatch curve, reducing the risk
normally associated with merchant cash flows.  InterGen also has a
comprehensive risk management strategy and engages in a 3-year
rolling hedge policy to mitigate its market risk.  Although there
is some degree of structural subordination, debt service at the
holding company is met through distributions from the projects, of
which the largest four contributors have no project level debt and
are restricted from issuing structurally senior project level debt
during the life of the notes.

In Moody's opinion, the high level of holding company and
proportional project debt is a key rating constraint.  At term
loan maturity, a targeted amount of about $400 million remains
outstanding, creating a fairly high level of refinancing risk,
with a relatively long 8 years before repayment assuming a 100%
cash sweep.  Further, contracted only cash flows debt service
coverage approaches 1.0x in some of the outer years, and the
project has to rely on merchant cash flows to cover its mandatory
debt service.  Although Moody's believes that it is reasonable to
assume that there will be significant merchant cash flows in this
portfolio, they are subject to market volatility and market risk.

Another significant credit weakness is InterGen's ability to sell
assets without the requirement to use 100% of the proceeds to
repay debt, which is a departure from a strict project financing
structure, although there are limitations on the amount and use of
these proceeds, with which Moody's was able to get comfortable at
this ratings level.  Additionally, InterGen has a permitted
indebtedness option to borrow up to an additional $200 million
more at the holding company level against one of its advanced
stage development projects, while increasing its credit facility
up to an additional $250 million to provide an equity bridge
letter of credit, features also atypical of a project structure.
InterGen's permitted indebtedness provision is subject to rating
affirmation if it is utilized within the next two years.

However, Moody's also considered the structural protections that
include a six-month debt service reserve supported by a letter of
credit, a cash flow waterfall, an excess cash flow sweep of up to
100% based on targeted term loan debt levels, and financial
covenants that restrict the activities of the issuer.

InterGen's notes, term loan and bank facilities will be secured
pari passu by a perfected security interest in all the capital
stock of each of the projects existing on the closing date or
subsequently created or acquired.

The stable outlook incorporates the expectation that the projects
will generate relatively stable, predictable cash flows, mainly
derived from long-term contracts and hedges in place.  The outlook
assumes near-term stability in the credit quality of predominantly
investment grade counterparties and mainly investment grade
countries.  The outlook also relies on the diversity as well as
the structural enhancements in the portfolio to protect the
lenders under less than optimal conditions.

However, the rating could be adversely pressured if some of the
better projects simultaneously experience operational problems
that result in a significant loss of cash flow to service the
debt; if poor market conditions develop in regions where there is
merchant dispatch or if further debt is added without a
corresponding increase in cash flows.  The rating could also be
adversely impacted if the proceeds from a permitted asset sale are
used in a way that is not accretive to the credit profile.

The rating could be upgraded if merchant results are significantly
better than expected, debt is repaid at a faster rate than
demonstrated under base case projections and financial performance
is consistently above expectations.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction, and final
debt sizing consistent with initially projected credit metrics.  

InterGen N.V. is a holding company owned by affiliates of AIG
Highstar Capital II, L.P and The Ontario Teachers' Pension Plan
Board. InterGen has ownership interests in nine electric
generation plants in five countries across four continents.


JP MORGAN: Fitch Affirm Low-B Ratings on 16 Certificate Classes
---------------------------------------------------------------
Fitch has affirmed all classes from these J.P. Morgan Mortgage
Acquisition Corp., asset-backed pass-through certificates:

Series 2005-FLD1

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

Series 2005-OPT1

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

Series 2005-OPT2

    -- Classes A-1A, A-1B, A-2, A-3 and A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11 affirmed at 'BB'.

Series 2005-WMC1

    -- Classes A-1, A-2, A-3 and A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11 affirmed at 'BB'.

Series 2006-CW1

    -- Classes A-1A, A-1B, A-2, A-3, A-4 and A-5 affirmed at
       'AAA';

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

Series 2006-FRE1

    -- Classes A-1, A-3 and A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11 affirmed at 'BB'.

Series 2006-FRE2

    -- Classes A-1, A-3 and A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11 affirmed at 'BB'.

Series 2006-HE1

    -- Classes A-1, A-2, A-3 and A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11 affirmed at 'BB'.

Series 2006-NC1

    -- Classes A-1, A-2, A-3, A-4 and A-5 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11 affirmed at 'BB'.

Series 2006-WMC1

    -- Classes A-1, A-2, A-3, A-4 and A-5 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11 affirmed at 'BB'.

The collateral pool consists of fixed- and adjustable-rate first
and second liens extended to sub-prime borrowers.  All of the
mortgage loans were originated or acquired by various originators
and subsequently purchased by J.P. Morgan Mortgage Acquisition
Corp.

The affirmations affect approximately $5.88 billion in outstanding
certificates and are the result of a stable relationship between
credit enhancement and future loss expectations.

As of the June 2007 remittance period, the trusts are seasoned 13
to 23 months and have pool factors ranging from 48% to 68%.

All of the mortgage loans in the above transactions are being
serviced by Chase Home Finance, LLC with the exception of 2005-
OPT1 and 2005-OPT2 which are being serviced by Option One Mortgage
Corporation and 2006-CW1 which is being serviced by Countrywide
Home Loans, Inc.  All of the aforementioned servicers are rated
'RPS1' by Fitch.


KB HOME: Posts $148.7 Million Loss in Second Quarter Ended May 31
-----------------------------------------------------------------
KB Home reported revenues totaled $1.4 billion in the second
quarter ended May 31, 2007, down from $2.2 billion in the year-
earlier quarter, due to a decline in housing revenues that was
partly offset by an increase in land sale revenues.

The company posted a net loss in the current quarter of
$148.7 million, compared to net income of $205.4 million generated
in the year-earlier quarter.

Housing revenues of $1.3 billion were down 41% from the prior
year's second quarter, the result of a 36% year-over-year decline
in unit deliveries to 4,776 and an 8% year-over-year decrease in
the average selling price to $271,600.  Land sale revenues in the
second quarter increased to $112.6 million, up from $11.5 million
in the year-earlier quarter.

                     Half-Year 2007 Results

For the six months ended May 31, 2007, revenues totaled
$2.8 billion, down 31% from $4.1 billion in the six months ended
May 31, 2006.  Unit deliveries in the first six months of fiscal
2007 declined 28% year-over-year to 9,912, and the average selling
price decreased 8% year-over-year to $269,400.  

The company's net loss in the first half of 2007 totaled
$121.1 million, compared to net income of $378.8 million in the
first half of 2006.

As of May 31, 2007, the company's balance sheet showed total
assets of $8.6 billion, total liabilities of $5.8 billion, and
total stockholders' equity of $2.8 billion.  The company had
$272.1 million in cash and cash equivalents at May 31, 2007.

                 Kaufman & Broad French Subsidiary

The company entered into a binding share purchase agreement, as
previously announced in May, to sell its entire 49% equity
interest in its French subsidiary, Kaufman & Broad SA.  The
transaction is expected to close in the third quarter of 2007
and generate total gross proceeds of about $800 million.

Income from the French discontinued operations, net of taxes,
totaled $25.5 million in the second quarter of 2007, compared
with $21 million in the second quarter of 2006.  For the six-
month period ended May 31, 2007, income from the French
discontinued operations, net of taxes, totaled $42.3 million,
up from $35.2 million in the year-earlier period.

                         Notes Redemption

On June 26, 2007, the company announced that it would redeem all
of its outstanding 9-1/2% senior subordinated notes due 2011 in
the aggregate principal amount of $250 million.  The redemption
date is July 27, 2007, and the redemption price is 103.167% of the
principal amount.  Interest will cease to accrue as of the
redemption date.

                             Comments

"Our second quarter results reflect the current oversupply of new
and resale housing inventory, a difficult situation compounded by
aggressive competition and continued weak demand," said Jeffrey
Mezger, president and chief executive officer.  

"Housing affordability challenges and tighter credit conditions in
the subprime and near-prime mortgage market have also exacerbated
current market dynamics, keeping prospective buyers out of the
market, slowing the absorption of excess supply and further
delaying a housing market recovery.  Pricing pressure intensified
in many of our markets during the second quarter, compressing
margins and requiring inventory impairment charges in certain of
our communities.  While we cannot predict when market conditions
will improve, we remain committed to our operating disciplines,
prudent fiscal decision-making and strategies that enhance our
financial flexibility to navigate the current tough market
environment."

"In light of our industry's deteriorating market conditions, we
are carefully evaluating all of our capital investments and taking
steps to further strengthen our balance sheet," said Mr. Mezger.

"Our business is generating substantial cash flows as a result of
our balanced approach and the fiscally conservative strategies we
are applying to land acquisition and development expenditures.   
We believe these efforts will enhance our financial position and
provide sufficient resources to take advantage of the investment
opportunities that are expected to arise as market conditions
stabilize and eventually improve.  The sale of our French
construction business is consistent with our current strategic
direction.  The all-cash sale, if it closes as expected in July,
will have an immediate, favorable impact on our balance sheet,
enhance our liquidity and allow us to focus exclusively on the
long-term growth prospects of our core U.S. homebuilding
operations."

"Year-over-year net order comparisons have shown improvement since
the end of last year as we have adjusted our strategy in view of
the difficult market conditions to drive inventory turns and
generate cash," said Mr. Mezger.

"Our cancellation rate, which returned to a more historically
normal level last quarter, continues to hold steady.  Halfway into
our year and at present backlog levels, we now expect to deliver
between 22,000 and 23,500 homes in 2007, excluding our French
operations.  However, given current market conditions, we are not
able to provide an earnings estimate for the year.  If the sale of
our French operations closes as expected, we anticipate that the
associated gain will result in KB Home reporting positive earnings
in both the 2007 second half and full year, despite the impairment
charges taken in the first half."

                          About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.ketb.com/-- is an American homebuilder.  The company      
has domestic operating divisions in 15 states, building
communities from coast to coast.  Kaufman & Broad S.A., a company
subsidiary, is publicly-traded on Euronext Paris and is a
homebuilder in France.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2007,
Moody's Investors Service confirmed the ratings of KB Home,
including its Ba1 corporate family rating, Ba1 ratings on the
company's senior notes, and Ba2 ratings on the company's
subordinated notes.  The ratings were taken off review for
downgrade, concluding the review that was commenced on
Dec. 15, 2006.  The ratings outlook is negative.


KONINKLIJKE AHOLD: Shareholders Vote for U.S. Foodservice Sale
--------------------------------------------------------------
Shareholders of Koninklijke Ahold N.V. approved the sale of the
company's U.S. Foodservice unit to a consortium of Clayton,
Dubilier & Rice Fund VII, L.P. and Kohlberg Kravis Roberts & Co
L.P. for $7.1 billion, The Associated Press reports.

The shareholders also voted for the return of EUR3 billion via a
cash payment and a reverse stock split.  The shareholders will
receive a one-time dividend of EUR1.89 per share, AP adds.

Headquartered in Amsterdam, Koninklijke Ahold N.V. --
http://www.ahold.com/-- retails food through supermarkets,
hypermarkets and discount stores in North and South America,
Europe.  It has operations in Argentina.  The company's chain
stores include Stop & Shop, Giant, TOPS, Albert Heijn and
Bompreco.  Ahold also supplies food to restaurants, hotels,
healthcare institutions, government facilities, universities,
stadiums, and caterers.

                           *   *   *

On May 9, 2007, Moody's Investors Service placed the Ba1 Corporate
Family Rating and the Ba1 Senior Unsecured Long-Term Rating of
Koninklijke Ahold N.V. on review for possible upgrade.

The action follows the company's recent announcement that it has
agreed to the disposal of its U.S. Foodservice business to private
equity funds for $7.1 billion.

On May 3, 2007, Fitch Ratings upgraded the Issuer Default and
senior unsecured ratings of Royal Ahold N.V. (nka Koninklijke
Ahold N.V.) to 'BB+' from 'BB'.  The Outlook on the Issuer Default
rating remains Positive.  Its Short-term rating is affirmed at
'B'.


LB-UBS COMMERCIAL: S&P Puts Default Rating on Class L Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
L commercial mortgage pass-through certificates from LB-UBS
Commercial Mortgage Trust 2000-C5 to 'D' from 'CCC'.

Concurrently, S&P affirmed its ratings on 12 other classes from
the same series.
     
The downgrade of the class L certificates reflects accumulated
interest shortfalls and expected credit support erosion upon the
eventual resolution of the assets with the special servicer, LNR
Partners Inc.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
The shortfalls largely stem from the appraisal reduction amounts
applied to three of the assets with the special servicer.  There
are two REO assets (cumulative exposure of $14.4 million), two 90-
day delinquent loans (cumulative exposure of $12.7 million), and
one loan that is current ($2.2 million), all of which are with the
special servicer.  Three outstanding ARAs totaling $9.7 million
are in effect against the REO assets and one of the 90-day
delinquent loans.  As of the June 15, 2007, remittance report, the
collateral pool consisted of 98 loans with an aggregate trust
balance of $721.6 million, down from 110 loans totaling
$997.2 million at issuance.

    
                          Rating Lowered
     
            LB-UBS Commercial Mortgage Trust 2000-C5
          Commercial mortgage pass-through certificates
                          series 2000-C5

                        Rating
                        ------
           Class     To       From   Credit enhancement
           -----     --       ----   ------------------
             L       D        CCC           1.43%
    

                     Ratings Affirmed
     
         LB-UBS Commercial Mortgage Trust 2000-C5
       Commercial mortgage pass-through certificates
                      series 2000-C5

           Class    Rating   Credit enhancement
           -----    ------    ----------------
            A-1      AAA          25.96%
            A-2      AAA          25.96%
            B        AAA          19.74%
            C        AA+          13.52%
            D        AA-          11.45%
            E        A            10.41%
            F        A-            8.69%
            G        BBB+          7.30%
            H        BB+           4.54%
            J        BB-           3.16%
            K        B             2.47%
            X        AAA            N/A

                    N/A - Not applicable.


LBREP/L SUNCAL: Moody's Junks Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service lowered the ratings of LBREP/L SunCal
Master I, LLC, including its corporate family rating to Caa1 from
B2, its probability-of-default rating to Caa1 from B2, the rating
on its senior secured first-lien bank credit facility to B2 from
B1, and the rating on its senior secured second-lien term loan to
Caa2 from Caa1.  The loss-given-default assessment and rate on the
first-lien bank credit facility changed to LGD 3, 31% from LGD 3,
35%, and on the second-lien term loan changed to LGD 5, 77% from
LGD 5, 88%.  The improvement in the LGD assessment and rate on the
two facilities is largely as a result of a change in the
composition of the capital structure to reflect more subordinated
debt.  The outlook was revised to negative.

The downgrade was triggered by the lack of lot takedowns in fiscal
2006, the weakening of the housing market, and the project's need
for additional capital to meet near-term liquidity needs.  
On Feb. 7, 2007, LBREP entered into a $75 million, third-lien
credit agreement, and received a temporary reduction of its
minimum liquidity requirement, to $25 million from $50 million.
The company used the debt proceeds plus $39.5 million of
additional equity from its sponsors to pay down its revolver, fund
development costs, and increase cash on hand.  While the raising
of additional capital displays the commitment of the sponsors to
the success of the project, it is more than offset by the
weakening market conditions, lack of lot absorption, and increased
debt leverage.

The negative outlook is based on Moody's expectation that the
projects will not begin generating positive cash flow in 2008, as
originally anticipated, and that the company will require
additional equity infusions for near-term liquidity needs.

Going forward, the ratings could stabilize from a housing
recovery, a significant resumption in lot takedowns, and more
rapid pay down of debt than is currently anticipated.  The ratings
would be pressured further if lot takedowns did not resume at a
reasonable pace, or if the company were unable to raise additional
equity for near-term liquidity needs.

These ratings were affected :

-- Corporate family rating lowered to Caa1 from B2;

-- Probability-of-default rating lowered to Caa1 from B2;

-- $235 million first-lien senior secured bank credit facility
    lowered to B2 from B1;

-- $85 million second-lien senior secured term loan lowered to
    Caa2 from Caa1;

-- LGD assessment and rate on the first-lien changed to LGD 3,
    31% from LGD 3, 35%, and on the second-lien to LGD 5, 77% from
    LGD 5, 88%.

LBREP/L SunCal Master I, LLC is a single-purpose entity formed by
affiliates of SunCal Companies and Lehman Real Estate to acquire
and develop four master planned communities encompassing a total
of 11,702 lots on 5,452 acres located in Southern California.  The
communities being developed are located in Kern County (southwest
Bakersfield), Ventura County (City of Oxnard), and Riverside
County (City of Hemet and City of Calimesa).


LCM VI: Moody's Rates Class E Floating Rate Notes at Ba2
--------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by LCM VI Ltd :

-- Aaa to the $380,000,000 Class A Senior Secured Floating Rate
    Notes Due 2019;

-- Aa2 to the $17,500,000 Class B Second Priority Floating Rate
    Notes Due 2019;

-- A2 to the $32,500,000 Class C Third Priority Deferrable
    Floating Rate Notes Due 2019;

-- Baa2 to the $15,500,000 Class D Fourth Priority Deferrable
    Floating Rate Notes Due 2019;

-- Ba2 to the $17,000,000 Class E Fifth Priority Deferrable
    Floating Rate Notes Due 2019; and

-- Baa2 to the $8,000,000 Combination Notes Due 2019.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the
Combination Notes addresses only the ultimate receipt of the
initial principal balance.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Secured Loan
Collateral Debt Obligations and Junior Lien Loans due to defaults,
the transaction's legal structure and the characteristics of the
underlying assets.

Lyon Capital Management LLC will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


LSI CORP: Sells Consumer Products Business to Magnum Semiconductor
------------------------------------------------------------------
LSI Corporation  and Magnum Semiconductor, Inc., on June 27, 2007,
entered into a definitive agreement under which Magnum will
acquire the LSI consumer products business in a transaction to be
funded by private equity investment.

The combination of each company's consumer products portfolio is
expected to allow Magnum to strengthen its position as a leading
provider of chips, software and platforms for consumer
entertainment systems.  The sale of the consumer products business
will enable LSI to focus its investments on its businesses in the
storage, networking and mobility market segments.  The transaction
is expected to close in the third quarter and is not subject to
regulatory approval. Financial terms are not being disclosed.

Jack Guedj, president and CEO of Magnum Semiconductor, said, "By
taking this step we bring in people, talent and products that will
accelerate our revenue ramp and our R&D efforts.  Magnum now
becomes one of the leaders in audio/video chips and software for
the consumer electronics market.  We also gain access to the
market for professional broadcast solutions that deliver content
to consumers."

With this transaction, Magnum Semiconductor strengthens the
company's existing DVD, digital TV and digital entertainment
center solutions while also adding MPEG-2 and H.264 high-
definition media processing and low-power 3D graphics products to
its portfolio.  "Combining Magnum Semiconductor and the LSI
consumer products business enhances and expands the products and
services we offer to consumer electronics manufacturers
worldwide," Mr. Guedj said.

Abhi Talwalkar, LSI president and CEO, said, "After exploring a
full range of strategic options, we have determined that the best
opportunity for the long term success of our consumer products
business is an external one.  The combination of both companies'
strong product portfolios, together with strong backing from top-
tier private equity firms and a solid technical and management
team will position Magnum to achieve scale and success in the
consumer electronics market."

The definitive agreement is the result of an ongoing strategic
review within LSI of its business portfolio following its merger
with Agere Systems on April 2, 2007.

Under the terms of the agreement, Magnum will purchase the LSI
DoMiNo(R), Domino[X](TM) and Zevio(TM) architectures, products and
related IP of the LSI consumer products business.  Additionally,
Magnum will offer employment to a significant number of LSI
employees associated with the business.  The two companies will
also work together to seamlessly transition the business to
continue to offer customers the highest quality products, services
and support.

                     About Magnum Semiconductor

Magnum Semiconductor -- http://www.magnumsemi.com/-- provides  
chips, software and reference platforms for recording, viewing and
managing high-quality audio/video content.  Magnum Semiconductor
is a privately held corporation backed by August Capital, KTB
Ventures, Investcorp Technology Partners, Investor Growth Capital,
and WK Technology Fund with headquarters in Milpitas, California,
and sales and engineering offices in Korea, Taiwan, Japan and
China.

                 About LSI Consumer Products Group

The LSI Consumer Products Group provides innovative digital media
processing and silicon solutions to industry-leading, worldwide
consumer electronics manufacturers including LG, Philips, and
Motorola.  The division offers a complete line of products for DVD
recorder, HD set-top box, etoy/edutainment, PND and professional
video production/broadcasting devices which enable solutions that
deliver entertainment into and throughout the Digital Home.

                        About LSI Logic

Based in Milpitas, California, LSI Logic Corporation (NYSE: LSI)
-- http://www.lsi.com/-- provides innovative silicon, systems and  
software technologies that enable products which seamlessly bring
people, information and digital content together. The company
offers a broad portfolio of capabilities and services including
custom and standard product ICs, adapters, systems and software
that are trusted by the world's best known brands to power leading
solutions in the Storage, Networking and Mobility markets.

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Milpitas, California-based LSI Corp. to 'BB' from 'BB-'
and removed the rating from CreditWatch, where it was placed with
positive implications on March 15, 2007.  The outlook is positive.


LSI CORPORATION: Plans 900 Job Cuts to Reduce Cost
--------------------------------------------------
LSI Corporation reported a broad restructuring and an acceleration
of merger related synergies to further reduce its operating
expenses.  The restructuring is a result of a portfolio review
that LSI has been conducting under a three-phase business
acceleration plan adopted following its merger with Agere Systems
on April 2, 2007.

Related to this ongoing review, LSI entered a definitive agreement
with Magnum Semiconductor, Inc. in which they will acquire the LSI
consumer products business for an undisclosed amount.  As part of
the cost savings, LSI will eliminate about 900 positions or about
13% of its non-production workforce across all business and
functional areas on a global basis.  

These latest initiatives put LSI ahead of schedule on its merger
integration and are expected to reduce LSI operating expenses to
between $255 million and $265 million in the third quarter and to
between $245 million and $255 million in the fourth quarter of
2007.  The corresponding operating expenses are expected to be
between $290 million and $310 million for the third quarter of
2007 and between $275 million and $295 million for the fourth
quarter of 2007.  The quarterly operating expense run rate exiting
2007 is inclusive of all previously announced synergies and cost
savings.  The company expects to make further progress on
operating expenses in 2008.

Abhi Talwalkar, LSI president and chief executive officer, said,
"We are accelerating our timetable for aligning the resources of
the new LSI with market opportunities and focusing on those
markets where we possess leading technology and sustainable
competitive advantages.  [Wednes]day's actions will position the
company to improve our gross margins in our semiconductor business
and to grow profitably in a competitive, fast-changing market."

The company also updated its outlook for the second quarter ending
June 30, 2007 and revised its estimated revenue range to between
$650 million and $670 million.  Mr. Talwalkar said, "Our revised
outlook for the second quarter reflects greater than anticipated
softness in our businesses.  Despite this, our business remains
fundamentally strong, and we are confident of our long term
direction.  We continue to win new designs and we are
strengthening our already solid relationships with industry-
leading customers.  We expect revenue to grow sequentially in the
second half of 2007 based on typical seasonal patterns."

Bryon Look, chief financial officer, said, "The steps we are t[ook
Wednes]day are designed to accelerate the synergies from the
merger and further improve our cost structure.  As a result, we
will be better positioned to increase operating income and create
shareholder value."

Additionally, the company said that it has purchased about $400
million of its stock during the quarter as part of its previously
announced $500 million stock repurchase program.  Mr. Look added,
"We remain committed to our share repurchase program and
anticipate that our cash-generating capability would enable us to
continue to repurchase shares in the future."

The company continues to work through phase one of its three-phase
business acceleration plan, with current businesses of storage
systems and semiconductors targeting storage, networking and
mobility applications.

                        About LSI Logic

Based in Milpitas, California, LSI Logic Corporation (NYSE: LSI)
-- http://www.lsi.com/-- provides innovative silicon, systems and  
software technologies that enable products which seamlessly bring
people, information and digital content together. The company
offers a broad portfolio of capabilities and services including
custom and standard product ICs, adapters, systems and software
that are trusted by the world's best known brands to power leading
solutions in the Storage, Networking and Mobility markets.

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Milpitas, California-based LSI Corp. to 'BB' from 'BB-'
and removed the rating from CreditWatch, where it was placed with
positive implications on March 15, 2007.  The outlook is positive.


MAGNA ENT: Michael Neuman Resigns as Chief Executive Officer
------------------------------------------------------------
Magna Entertainment Corporation reported that Michael Neuman,
its chief executive officer, will be leaving the company effective
immediately to pursue other opportunities.  

Mr. Neuman stated: "I wish my colleagues at MEC well going forward
and hope that the company will be successful in implementing its
long-term plans."

Frank Stronach, MEC's chairman, will assume the position of
interim chief executive officer.  Mr. Stronach stated: "Michael
worked very hard during his time at MEC and we wish him well in
his future endeavors."

Mr. Stronach also noted that "MEC remains focused on implementing
the strategic initiatives described at our recent annual meeting,
including the sale of non-core assets to further reduce debt."

                    About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(NASDAQ: MECA; TSX: MEC.A) -- http://www.magnaentertainment.com/    
-- owns and operates horse racetracks, based on revenue, acquires,
develops, owns and operates horse racetracks and related pari-
mutuel wagering operations, including off-track betting
facilities.  The company also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.  The
company owns and operates AmTote International Inc., XpressBet(R),
a national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, the
company has a 50% interest in HorseRacing TV(TM), a 24-hour horse
racing television network, and TrackNet Media Group, LLC, a
content management company formed for distribution of the full
breadth of MEC's horse racing content.

                      Going Concern Doubt

Chartered accountants, Ernst & Young LLP raised substantial doubt
of Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, and 2005.  The accountants pointed to
the company's recurring operating losses and working capital
deficiency.


MARICOPA INDUSTRIAL: Moody's Puts Bond's Ba3 Rating on Watchlist
----------------------------------------------------------------
Moody's Investors Service placed the Ba3 rating of the Maricopa
Industrial Development Authority Education Revenue Bonds on
Watchlist for potential downgrade, affecting approximately
$24 million in outstanding debt.

The Watchlist action is based on financial stress at the Omega
Academy, the largest participant in the pool with about 34% of par
outstanding.  The academy was sued by a contractor, and a summary
judgment has reportedly been awarded for the benefit of the
plaintiff.  The value of the judgment has yet to be finalized but
a worst case value has been estimated at $4.1 million.  Moody's
learned that Omega Academy filed for bankruptcy protection on June
15, 2007.  Future rating action will factor Moody's analysis of
Omega's financial condition and future viability, the potential
impact of Omega's financial stress on the pool, and a review of
the 2006 audited and projected 2007 operating results for the
remaining pool participants.


MOODY FAMILY: S&P Lowers Rating on Series 2005B Bonds to BB
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Moody
Family Housing, LLC's taxable military housing revenue bonds
series 2005A and B to 'BBB' and 'BB' from 'AA-' and A-' and placed
it on CreditWatch with developing implications.
     
The rating actions reflect the financial weaknesses of the
transaction as indicated by Standard & Poor's projections of debt
service coverage of 1.13x for 2005A and 0.90x for 2005B based on
2006 unaudited financial statements.  Contributing factors to the
financial stresses include 0% completion in construction, lower
than expected net operating income, and the diminishment of
capitalized interest in 2007.
     
Moody Family Housing, LLC series 2005A and B revenue bonds have
semiannual interest payment dates in August and February.  
Standard & Poor's has contacted the trustee who has not been able
to verify fund balances or whether meeting debt service payments
will require a withdrawal from the Debt Service Reserve Funds.
     
At the projected debt service coverage level for the 2005A bonds
Standard & Poor's believes that the August payment date will be
met without withdrawing money from the DSRF.  However, projected
debt service coverage for the Series 2005B bonds could result in a
draw on the debt service reserve fund, which Standard & Poor's
believes is fully funded.
     
In addition, the Government Development Loan commitment needed to
fund $24 million in development costs is due to expire on June 30.  
The developer has requested an extension, which is under
consideration by the Air Force.


MORGAN STANLEY: Fitch Lowers Ratings on Eight Classes to Low-B
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these Morgan Stanley
Issues:

Series 2002-AM1

    -- Class M-1 affirmed at 'AAA';
    -- Class M-2 affirmed at 'A';
    -- Class B-1 downgraded from 'CCC/DR2' to 'CC/DR3';

Series 2002-NC3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'BBB';
    -- Class B-1 downgraded from 'BB-' to 'B';
    -- Class B-2 downgraded from 'B+' to 'C' and assigned a
       Distressed Recovery Rating of 'DR5';

Series 2003-HE1

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 downgraded from 'BBB-' to 'BB'

Series 2003-HE3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 downgraded from 'BBB-' to 'BB+';

Series 2003-NC2

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 downgraded from 'BB' to 'BB-';
    -- Class B-2 downgraded from 'BB-' to 'B+';

Series 2003-NC3

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A';
    -- Class B-1 affirmed at 'A-';
    -- Class B-2 downgraded from 'BBB-' to BB+;
    -- Class B-3 downgraded from 'BB' to 'B';

Series 2003-NC4

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 downgraded from 'BBB' to 'BBB-';
    -- Class B-3 downgraded from 'BBB-' to 'B+';

Series 2003-NC7

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 downgraded from 'BBB' to 'BBB-';
    -- Class B-3 downgraded from 'BBB-' to 'B';

Series 2003-NC8

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BBB-';

Series 2003-NC10

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 downgraded from 'BBB' to 'BBB-';
    -- Class B-3 downgraded from 'BBB-' to 'B';

Series 2004-HE4

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 rated 'BBB-', placed on Rating Watch Negative;

The mortgage loans consist of fixed- and adjustable-rate, 15- and
30-year mortgages extended to subprime borrowers and are secured
by first and second liens, primarily on one- to four-family
residential properties.  As of the June 2007 remittance report,
the pools were seasoned 36 (2004-HE4) to 65 (2002-AM1) months, and
had pool factors (current collateral balance as a percentage of
the initial balance) ranging from approximately 5.01% (2002-AM1)
to 17.16% (2004-HE4).

The loans are serviced by various servicers, including Litton Loan
Servicing (rated 'RPS1' by Fitch) and Select Portfolio Servicing
(rated 'RPS2+' by Fitch).  The AM series is backed by a majority
of collateral originated or acquired by Aames Capital Corporation.  
The NC series are backed by a majority of collateral originated or
acquired by New Century Capital Corporation.  The HE series are
backed by collateral originated or acquired from multiple sellers.

The affirmations, affecting approximately $983.69 million in
outstanding certificates, reflect adequate levels of credit
enhancement relative to expected losses and low seasoning.

The negative rating actions, affecting approximately $49.402
million, are the result of deterioration in the relationship
between CE and expected losses.  All of the affected bonds have
serious delinquencies (loans delinquent more than 60 days,
inclusive of loans in foreclosure, bankruptcy, and real estate
owned (REO)) of between 17.94% (2003-NC4) and 39.33% (2002-NC3)
and current cumulative losses of between 0.86% (2004-HE4) and
3.52% (2002-AM1).


MORGAN STANLEY: Fitch Cuts Rating on Class F-7 Certificates to B+
-----------------------------------------------------------------
Fitch has downgraded one class of Morgan Stanley Capital I Inc.,
series 2004-RR commercial mortgage-backed securities pass-through
certificates, as:

    -- $29.7 million class F-7 to 'B+' from 'BB-'.

In addition, Fitch has upgraded five classes as:

    -- $12.3 million class F-1 to 'AAA' from 'AA+';
    -- Interest-only class F-X to 'AAA' from 'AA+';
    -- $11.4 million class F-2 to 'AA' from 'A';
    -- $7.2 million class F-3 to 'A' from 'BBB+';
    -- $8.2 million class F-4 to 'BBB+' from 'BBB'.

These classes are affirmed by Fitch:

    -- $13.6 million class F-5 at 'BB+';
    -- $5.7 million class F-6 at 'BB'.

The downgrade of class F-7 is the result of the reduced credit
quality of the remaining collateral.

The certificates represent beneficial ownership interest in the
trust, assets of which are $88,230,752 of the class F certificates
from Morgan Stanley Capital I Inc., series 1997-RR (MS 97-RR).  
The F certificates are collateralized by all or a portion of 21
classes of fixed-rate commercial mortgage-backed securities in 11
separate transactions.  The current weighted average rating factor
of the underlying bonds is 35.4 corresponding to an average rating
of 'B-/CCC+' compared to 28.8 (corresponding to 'B') at last
review in August 2006.  The underlying classes' ratings are based
on Fitch's actual rating, or on Fitch's internal credit assessment
for those classes not rated by Fitch.

Delinquencies in the underlying transactions are greater than
those at last review and are as follows: 30 days: 1.1%; 60 days:
1.8%; 90+ days: 0.3%; foreclosure: 0.4%; and real estate owned
(REO): 1.8%.

For more information on the performance of the MS 97-RR
transaction, please refer to the press release entitled 'Fitch
Downgrades 1 Class of Morgan Stanley 1997-RR' dated as of June 28,
2007.


MORGAN STANLEY: Fitch Holds Junk Ratings on Two Class Certificates
------------------------------------------------------------------
Fitch Ratings has downgraded one class of Morgan Stanley Capital I
Inc. commercial mortgage-backed securities pass-through
certificates, series 1997-RR (MS 97-RR) as:

    -- $98.2 million class F to 'B+' from 'BB-'.

In addition, Fitch has affirmed the ratings on these classes:

    -- $8.9 million class D at 'AAA';
    -- $30.2 million class E at 'AAA'.

Classes G-1 and G-2 remain at 'C/DR6' and 'CCC/DR4', respectively.

Classes A, B, C, and IO have been paid in full and classes H-1 and
H-2 have been reduced to zero due to realized losses.

The downgrade of class F is the result of the reduced credit
quality of the remaining collateral.  The current weighted average
rating factor of the underlying bonds has worsened to 35.4
corresponding to an average rating of 'B-/CCC+' compared to 28.8
(corresponding to 'B') at last review in August 2006.  The
underlying classes' ratings are based on Fitch's actual rating, or
on Fitch's internal credit assessment for those classes not rated
by Fitch.  Fitch anticipates losses on the underlying
transactions, which will result in losses being passed-through to
the bonds held by MS 97-RR.  The losses are expected to be
absorbed by classes G-1 and G-2.

The certificates are collateralized by all or a portion of 21
classes of fixed-rate commercial mortgage-backed securities in 11
separate transactions.  As of the May 2007 distribution date, the
transaction has paid down 66%, to $171.2 million from $503.7
million at issuance.  All underlying transactions are specially
serviced by servicers that carry a Fitch rating of 'CSS1'.  The
collateral is well-seasoned with all transactions issued in 1996
or 1997.  Due to adverse selection, however, many of these
transactions are experiencing losses to the classes lower in
seniority within the transaction.  Approximately 26.5% of the
collateral represents first loss classes within its respective
transaction.

Delinquencies as a percent of total collateral in the underlying
transactions are greater than those at last review and are as
follows: 30 days: 1.1%; 60 days: 1.8%; 90+ days: 0.3%;
foreclosure: 0.4%; and real estate owned (REO): 1.8%.


MORTGAGE LENDERS: Exclusive Plan-Filing Period Extended to Oct. 3
-----------------------------------------------------------------
The Hon. Peter Walsh of the U.S. Bankruptcy Court for the District
of Delaware extended Mortgage Lenders Network USA Inc.'s exclusive
period to submit a plan of reorganization to October 3, 2007, and
its exclusive period to solicit acceptance of the plan to
December 4.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, relatesdthat since
Petition Date, the Debtor has directed all of its efforts and its
professionals towards the liquidation of its hard assets and
remaining servicing operations by the end of May 2007.  This is
done to maximize the value of the assets while minimizing the
expenses associated with maintaining them.

Ms. Jones told the Court that the Debtor has filed its schedules
and statements, complied with the other reporting requirements
under the Bankruptcy Code, and engaged in significant, ongoing
negotiations with certain state regulatory agencies.  She added
that the Debtor has, among other things:

  -- sold approximately $400,000,000 of mortgage loans;

  -- transferred approximately $12,500,000,000 of mortgage
     servicing assets;

  -- rejected multiple, burdensome leases, while reducing its
     workforce to 33 employees to reduce administrative
     expenses;

  -- sold its interest in an airplane;

  -- engaged in successful negotiations with the Connecticut
     Development Authority that resulted in the payment of
     $1,292,181 to the Debtor's estate, with potential for
     additional payments to the Debtor;

  -- engaged in litigation with Sovereign Bank that resulted in
     the payment of $787,500 to the Estate, with potential
     additional funds from Sovereign Bank;

  -- negotiated a complex, multi-party settlement over the
     Debtor's interest in certain rights to service single
     family mortgages for Federal Home Mortgage Corporation,
     which may result in the payment of several million dollars
     to the Estate; and

  -- worked on the potential sale of its mortgage loan servicing
     platform and certain office furniture.

According to Ms. Jones, the Debtor's Chapter 11 case, which has
been pending for less than four months, involves the liquidation
of the assets of a company engaged in complex financial
transactions.  

The Debtor has acted in good faith to maximize the value of the
Estate for the benefit of all the creditors, Ms. Jones told
Judge Walsh.  She added that the Debtor and its professionals
continue to expeditiously move the Case forward, and the Debtor
is generally paying its postpetition obligations as they become
due.

Ms. Jones asserted that the Debtor requires additional time to
formulate and propose a plan of reorganization to complete its
ongoing activities.

Ms. Jones asserted that the brief extensions sought will not harm
or prejudice the creditors or other parties-in-interest, but will
afford the Debtor a meaningful and reasonable opportunity to
negotiate with the creditors and to propose and confirm a
consensual plan.  

The Debtor further assured the Court that the request is intended
to facilitate an orderly, efficient and cost-effective plan
process for the benefit of all creditors.

                     About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  Blank Rome LLP represents the Official
Committee of Unsecured Creditors.  In the Debtor's schedules of
assets and liabilities filed with the Court, it disclosed total
assets of $464,847,213 and total debts of $556,459,464.  

The Debtor's exclusive period to file a chapter 11 plan expires on
June 5, 2007.  (Mortgage Lenders Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/  
or 215/945-7000).


MOUNTAIN VIEW: Moody's Rates Class E Floating Rate Notes to Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Mountain View CLO III Ltd :

-- Aaa to the $299,700,000 Class A-1 Floating Rate Notes, Due
    April, 2021;

-- Aa1 to the $75,000,000 Class A-2 Floating Rate Notes, Due
    April, 2021;

-- Aa2 to the $25,000,000 Class B Floating Rate Notes, Due April,
    2021;

-- A2 to the $31,000,000 Class C Floating Rate Deferrable Notes,
    Due April, 2021;

-- Baa2 to the $24,000,000 Class D Floating Rate Deferrable
    Notes, Due April, 2021; and

-- Ba2 to the $14,000,000 Class E Floating Rate Deferrable Notes,
    Due April, 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Loans, Synthetic
Securities, Senior Secured Floating Rate Notes, CLO Securities,
Mezzanine Loans and High Yield Bonds due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Seix Advisors will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


NAUTILUS RMBS: Fitch Rates $2.5 Million Class C Notes at BB
-----------------------------------------------------------
Fitch assigns the following ratings to Nautilus RMBS CDO V, Ltd.
and Nautilus RMBS CDO V LLC,:

    -- $226,000,000 class A-1S floating rate notes due 2047 'AAA';

    -- $41,000,000 class A-1J floating rate notes due 2047 'AAA';

    -- $9,000,000 class A-2 floating rate notes due 2047 'AA';

    -- $9,000,000 class A-3 floating rate deferrable interest
       notes due 2047 'A';

    -- $7,000,000 class B floating rate deferrable interest notes
       due 2047 'BBB';

    -- $2,500,000 class C floating rate deferrable interest notes
       due 2047 'BB'.


NELSON EDUCATION: S&P Revises Recovery Rating on First-Lien Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its first-lien senior
secured bank loan rating on Toronto-based Nelson Education Ltd.'s
term loan B to 'BB-', with a recovery rating of '1', from 'B+',
with a recovery rating of '2'.  The '1' recovery rating indicates
an expectation of very high (90%-100%) recovery in the event of
default.

Nelson is a new company that was formed to enable private equity
firms OMERS Capital Partners and Apax Partners to purchase the
Canadian division of educational publisher Thomson Learning Inc.
(previously unrated; however, the U.S. division, TL Holdings II
LP, was recently rated B/Stable/--) from The Thomson  Corp. (A-
/Watch Neg/--) for CDN $639 million.
     
"Certain terms and conditions of Nelson Education's bank loan
facilities have recently changed," said Standard & Poor's credit
analyst Lori Harris.  As a result, the first-lien term loan B
facility has now been assigned a 'BB-' senior secured bank loan
rating, with a recovery rating of '1', whereas under the previous
structure, the super-priority revolving credit facility had a
'BB-' senior secured bank loan rating, with a recovery rating of
'1', and the term loan B had a 'B+' senior secured bank loan
rating, with '2' recovery rating.  The '2' recovery rating
indicates an expectation of substantial (70%-90%) recovery in the
event of default.  "The company has removed the super-priority
status of the revolving credit facility, which enables all first-
lien bank lenders to share equally in the collateral in the event
of default," Ms Harris added.
     
The long-term corporate credit rating on Nelson Education is 'B'.  
The outlook is stable.
     
The ratings on Nelson Education reflect its high financial risk
resulting from the leveraged acquisition of the Canadian Thomson
Learning business, only slightly offset by the company's strong
business position in the educational publishing industry and its
stable operating performance.


Ratings List

Nelson Education Ltd.

Corporate credit rating                    B/Stable/--
CND$50 million first-lien revolver         BB-
Recovery rating                            1

CDN$181.5 million second-lien term loan    CCC+
Recovery rating                            6

Rating Raised
                                         To     From
                                         --     ----
CDN$330 million first-lien term loan B  BB-    B+
Recovery rating                         1      2


NEW CENTURY: Fitch Affirms BB Rating on 2005-A Class B-2 Certs.
---------------------------------------------------------------
Fitch Ratings has affirmed the following New Century Mortgage
Corporation issues:

Series 2005-1

    -- Classes A-1SS, A-1MZ, A-2MZ and A-2c at 'AAA';
    -- Class M-1 at 'AA+';
    -- Class M-2 at 'AA';
    -- Class M-3 at 'AA-';
    -- Class M-4 at 'A+';
    -- Class M-5 at 'A';
    -- Class M-6 at 'A-';
    -- Class M-7 at 'BBB+';
    -- Class M-8 at 'BBB';
    -- Class M-9 at 'BBB-'.

Series 2005-3

    -- Classes A-1ss, A-1mz, A-2b, A-2c and A-2d at 'AAA';
    -- Class M-1 at 'AA+';
    -- Class M-2 at 'AA';
    -- Class M-3 at 'AA-';
    -- Class M-4 at 'A+';
    -- Class M-5 at 'A';
    -- Class M-6 at 'A-';
    -- Class M-7 at 'BBB+';
    -- Class M-8 at 'BBB';
    -- Class M-9 at 'BBB-';
    -- Class M-10 at 'BBB-'.

Series 2005-A

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

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $2.7 billion of outstanding certificates, as of the
June 2007 distribution date.

New Century Mortgage Corporation is a wholly owned subsidiary of
New Century Financial Corporation.  On April 2, 2007, New Century
Financial Corporation voluntarily filed for relief under Chapter
11 of the U.S. Bankruptcy Code.  The filing was made in the U.S.
Bankruptcy Court for the District of Delaware.  The company
announced in early 2007 that it was not able to file its financial
statements in a timely manner and that it would need to restate
its 2006 interim financing statements to correct errors in its
accounting and financial reporting of loan repurchases as well as
its valuation of residual interest in its securitizations.  A
criminal investigation was also launched under federal securities
laws in connection with trading in the company's securities.

The company announced on May 16, 2007 that per procedures
established by the Bankruptcy Court for the District of Delaware,
Carrington Capital Management, LLC and Carrington Mortgage
Services, LLC have acquired its loan servicing platform.  This
transaction was approved by the Bankruptcy Court and is expected
to close by the end of June 2007.  Fitch will continue to closely
monitor the situation.

The collateral in the 2005-1 and 2005-3 series consists of fixed-
rate and adjustable-rate subprime mortgage loans secured by first
and second liens on residential properties.  The collateral in the
2005-A transaction consists of fixed-rate subprime mortgage loans
secured by first liens.  New Century Mortgage Corporation
(currently rated 'RPS4', Rating Watch Negative, by Fitch), is the
servicer for the 2005-1 and 2005-3 transactions.  Countrywide Home
Loans, Inc. (currently rated 'RPS1' by Fitch) is the servicer for
the 2005-A transaction.

As of June 2007, these transactions are seasoned from a range of
24 months to 28 months.  The pool factors (current mortgage loan
principal outstanding as a percentage of the initial pool) range
from 27.68% to 65.49%.  The cumulative losses on these
transactions range from 0.16% of original collateral balance
(series 2005-A) to 0.64% (series 2005-1).


NOB HILL: Moody's Rates Class E Floating Rate Notes at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by Nob Hill CLO II, Limited :

-- Aaa to the $263,700,000 Class A-1 Floating Rate Notes, Due
    2022;

-- Aa1 to the $29,300,000 Class A-2 Floating Rate Notes, Due
    2022;

-- Aa2 to the $22,000,000 Class B Floating Rate Notes, Due 2022;

-- A2 to the $20,000,000 Class C Deferrable Floating Rate Notes,
    Due 2022;

-- Baa2 to the $17,000,000 Class D Deferrable Floating Rate
    Notes, Due 2022;

-- Ba2 to the $17,000,000 Class E Deferrable Floating Rate Notes,
    Due 2022; and

-- Baa2 to the $8,500,000 Type II Combination Securities, Due
    2022.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the Type II
Combination Securities addresses the ultimate receipt of the
Combination Security Rated Balance plus a coupon of 1%.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Senior Secured Loans
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

SCM Advisors LLC will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


NORTHWOODS CAPITAL: Moody's Rates Class E Notes at Ba2
------------------------------------------------------
Moody's Investors Service assigned these ratings to notes and
combination securities issued by Northwoods Capital VIII, Limited:

-- Aaa to the $162,500,000 Class A-1 Senior Secured Floating Rate
    Notes due 2022;

-- Aaa to the $175,000,000 Class A-2 Senior Secured Revolving
    Floating Rate Notes due 2022;

-- Aa2 to the $30,000,000 Class B Senior Secured Floating Rate
    Notes due 2022;

-- A3 to the $37,500,000 Class C Senior Secured Deferrable
    Floating Rate Notes due 2022;

-- Baa2 to the $32,500,000 Class D Senior Secured Deferrable
    Floating Rate Notes due 2022;

-- Ba2 to the $10,000,000 Class E Secured Deferrable Floating
    Rate Notes due 2022;

-- Baa2 to the $7,200,000 Type I Composite Obligations due 2022;

-- Aaa to the $5,300,000 Type II Composite Obligations due 2022;
    and

-- Baa2 to the $11,500,000 Type III Composite Obligations due
    2022.

Each note's rating reflects the ultimate return to an investor of
principal and interest, as provided by such note's governing
documents, and is based primarily on the expected loss posed to
investors relative to the promise of receiving the present value
of such payments.  Moody's also analyzed the risk of diminishment
of cash flows from the underlying collateral portfolio - which
consists primarily of bank loans and high-yield debt securities -
due to defaults, the characteristics of these assets, and the
safety of the transaction's structure.  In the particular case of
the ratings on the Composite Obligations, the ratings generally
reflect the ultimate return to an investor of the Composite
Obligations "rated balance", and are based primarily on the
expected loss posed to note holders relative to the promise of
receiving the present value of such rated balance. Additionally,
however, the rating on the Type II Composite Obligations is based
solely on Moody's assessment of the credit risk on the United
States Treasury strip security maturing on Aug. 15, 2017.

Angelo, Gordon & Co., L.P. will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


OCEAN TRAILS: Moody's Rates Class D Floating Rate Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by Ocean Trails CLO II :

-- Aaa to the $290,000,000 Class A-1 Floating Rate Notes Due
    2022;

-- Aa1 to the $12,500,000 Class A-2 Floating Rate Notes Due 2022;

-- Aa2 to the $15,000,000 Class A-3 Floating Rate Notes Due 2022;

-- A2 to the $24,000,000 Class B Deferrable Floating Rate Notes
    Due 2022;

-- Baa2 to the $14,000,000 Class C Floating Rate Notes Due 2022;

-- Ba2 to the $15,000,000 Class D Floating Rate Notes Due 2022;
    and

-- Baa2 to the $4,000,000 Class J Blended Securities.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the Class J
Blended Securities addresses only the ultimate receipt of the
Class J Blended Securities Rated Balance.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio - consisting primarily of leveraged
loans - due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

West Gate Horizons Advisors, LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


PACIFIC LUMBER: Wants Panel's Call for Valuation Advisors Denied
----------------------------------------------------------------
Pacific Lumber Company and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of Texas to deny
the Official Committee of Unsecured Creditor's request for
authority to employ James W. Sewall Company, James L. Able
Forestry Consultants Inc. and Stuntzner Engineering & Foresty LLC
as its valuation advisors, effective as of May 30, 2007.

The Debtors assert that the Official Committee of Unsecured
Creditors failed to demonstrate the need for a third full-blown
appraisal of Scotia Pacific Company LLC's timber.

On behalf of The Pacific Lumber Company, Nathaniel Peter Holzer,
Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, P.C., in
Corpus Christi, Texas, relates that Scopac's estate is already
subject to two other appraisals -- by Scopac and by The Bank of
New York as Indenture Trustee.

"Three such appraisals will not benefit the Court in its
valuation determination or serve to advance this case," Mr.
Holzer asserts.

Scopac's counsel, Kathryn A. Coleman, Esq., at Gibson, Dunn &
Crutcher LLP, in New York, also contends that there is no
justification for an additional $250,000 to engage in a third
appraisal of the Scopac Timber.  "[It] is not necessary to
provide the Committee with the information it needs to evaluate
the Debtors' and the Indenture Trustee's valuation, nor would a
third appraisal aid this Court," Ms. Coleman argues.

Committee chair Miles T. Crail of Pacific Coast Trading related to
the Court that that the Committee acknowledges that the value of
the Debtors' assets will be a key issue in these bankruptcy cases.  
Thus, the Committee contemplates on engaging independent, credible
valuation professionals to assist it in representing the interests
of unsecured creditors.

                       About Pacific Lumber

Headquartered in Oakland, Calif., 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).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
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
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. 19, http://bankrupt.com/newsstand/or 215/945-7000).  


PHH MORTGAGE: Fitch Rates $300,000 Class B-5 Certificates at B
--------------------------------------------------------------
PHH Mortgage Capital LLC mortgage pass-through certificates,
series 2007-4, are rated by Fitch as:

   -- $150.4 million classes A-1 through A-7, R-I, and R-II 'AAA';
   -- $7.3 million privately offered class B-1 'AA';
   -- $0.9 million privately offered class B-2 'A';
   -- $0.5 million publicly offered class B-3 'BBB';
   -- $0.3 million privately offered class B-4 'BB';
   -- $0.3 million privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 6.00%
subordination provided by the 4.55% privately offered class B-1,
0.60% privately offered class B-2, 0.30% publicly offered class B-
3, 0.20% privately offered class B-4, 0.20% privately offered
class B-5, and 0.15% privately offered and not rated class B-6.  
Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the servicing capabilities of PHH Mortgage Corporation, which is
rated 'RPS1-' by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 261 one- to four-family conventional, fixed-
rate mortgage loans secured by first liens on residential mortgage
properties.  As of the cut-off date (June 1, 2007), the mortgage
pool has an aggregate principal balance of approximately
$160,046,353, a weighted average original loan-to-value ratio of
74.09%, a weighted average coupon of 6.24%, a weighted average
remaining term of 358 months, and an average balance of $613,204.  
The loans are primarily located in California (23.33%), New Jersey
(7.98%) and Illinois (7.03%).


PRUDENTIAL SECURITIES: Fitch Retains Junk Rating on Class H Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed Prudential Securities Secured Financing
Corp.'s commercial mortgage pass-through certificates, series
1995-MCF2, as:

    -- Interest-only class A-EC at 'AAA'.

The $6 million class H remains at 'CCC/DR1' due to increasing loan
concentrations.  Classes A-1 through G have paid in full.

As of the June 2007 distribution date, the deal has paid down
97.3% to $6.0 million from $222.3 million at issuance.  Of the
original 85 loans, six remain in the pool with maturity dates
ranging from 2007 to 2012.  All of the loans remain current.


QUEBECOR MEDIA: Sues Osprey Media on Black Press Bid Acceptance
---------------------------------------------------------------
Osprey Media Income Fund disclosed that on June 28, 2007 Quebecor
Media Inc. commenced a proceeding in the Ontario Superior Court of
Justice for certain orders that would, in effect, prohibit
Osprey's Board of Trustees from considering or dealing with the
proposed take-over bid for Osprey from Black Press Ltd. of
Victoria, British Columbia.

The company seeks to block Black Press's bid of $8.25 per Osprey
unit.  The company had bid $7.25 per unit for Osprey.

The company says that its agreement with Osprey contains a
customary provision allowing Osprey to accept a higher unsolicited
bid in certain circumstances.

Osprey says it intends to vigorously oppose the company's
application, and understands that the application will be heard by
a Justice of the Commercial List of the Superior Court of
Justice in Toronto on Wednesday, July 4, 2007.

                        Prior Statement

The company had previously said that it was considering its course
of action in response to Black Press' offer for Osprey Media.

On June 12, 2007, Quebecor Media received a letter from Torstar
Corporation informing it that unless it agreed to sell to Torstar
certain assets of Osprey, Torstar would finalize its arrangements
with a third party that would submit a competing bid for Osprey.

Quebecor Media did not respond to Torstar's proposal.  Quebecor
Media was subsequently informed by Osprey that Black Press had
submitted its proposal to acquire Osprey and that Torstar owned
19% of Black Press and was supportive of the Black Press proposal.

Quebecor Media therefore has reason to believe that Black Press
may have entered into arrangements with Torstar that breach its
standstill covenants in favour of Osprey and disqualify Black
Press's offer as a "Superior Proposal" under Quebecor Media Inc.'s
support agreement with Osprey.

Quebecor Media is therefore reviewing all of its options in the
circumstances, and may be required to use the judicial process to
enforce its rights.

                       About Osprey Media

Osprey Media Income Fund (OSP.UN - TSX) is one of Canada's leading
publishers of daily and non-daily newspapers, magazines and
specialty publications.  Its publications include 20 daily
newspapers and 34 non-daily newspapers together with shopping
guides, magazines and other publications.

                        About Black Press

Black Press is the largest private newspaper publisher in Canada.  
It owns 150 community papers and 15 regional web press operations.  
The company operates primarily in Western Canada, Washington,
Oregon, Akron Ohio and Honolulu.  The head office is in Victoria.
Revenue is $500,000,000.  The Black family owns 80.6% of the
shares of Black Press Ltd.  Torstar Corporation owns 19.4%.  David
Black is CEO and Chairman.

                      About Quebecor Media

Quebecor Media Inc., a subsidiary of Quebecor Inc., owns operating
companies in numerous media-related businesses: Videotron Ltd.,
the largest cable operator in Quebec and a major Internet Service
Provider and provider of telephone and business telecommunications
services; Sun Media Corporation, Canada's largest national chain
of tabloids and community newspapers; TVA Group Inc., operator of
the largest French-language general-interest television network in
Quebec, a number of specialty channels, and the English-language
general-interest station Sun TV; Canoe Inc., operator of a network
of English- and French-language Internet properties in Canada;
Nurun Inc., a major interactive technologies and communications
agency with offices in Canada, the United States, Europe and Asia;
companies engaged in book publishing and magazine publishing; and
companies engaged in the production, distribution and retailing of
cultural products, namely Archambault Group Inc., the largest
chain of music stores in eastern Canada, TVA Films, and Le
SuperClub Videotron ltee, a chain of video and video game rental
and retail stores.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services affirmed the ratings, including
the 'BB-' long-term corporate credit rating, on Montreal, Quebec-
based Quebecor Media Inc., one of Canada's largest cable and media
companies.  At the same time, Standard & Poor's affirmed the
ratings on Quebecor Media's subsidiaries, Videotron Ltee and Sun
Media Corp. (both rated BB-/Stable/--).  The outlook is stable.


RESIDENTIAL ACCREDIT: Fitch Rates $2.9MM Class M-3 Certs. at B
--------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. mortgage pass-through
certificates, series 2007-QS8, as:

    -- $607,762,940 classes A-1 through A-17, A-P, A-V, R-I, R-II,
       and P certificates (senior certificates) 'AAA';

    -- $21,507,900 class M-1 'AA';

    -- $7,495,200 class M-2 'A';

    -- $5,540,000 class M-3 'BBB'.

In addition, the following privately offered subordinate
certificates are rated by Fitch as:

    -- $3,910,500 class B-1 'BB';
    -- $2,932,900 class B-2 'B'.

The $2,607,080 class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 6.75%
subordination provided by the 3.30% class M-1, the 1.15% class M-
2, the 0.85% class M-3, the privately offered 0.60% class B-1, the
0.45% privately offered class B-2 and the 0.40% privately offered
class B-3.  Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts.  In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as
master servicer.

As of the cut-off date, June 1, 2007, the mortgage pool consists
of 2,607 conventional, fully amortizing, 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$651,756,520.  The mortgage pool has a weighted average original
loan-to-value ratio of 74.15%.  The pool has a weighted average
FICO score of 704, and approximately 34.95% and 18.34% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively.  Equity refinance loans account
for 38.91%, and second homes account for 3.10%.  The average loan
balance of the loans in the pool is $250,003.  The three states
that represent the largest portion of the loans in the pool are
California (20.05%), Florida (10.33%) and New Jersey (7.71%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of approximately 44.2% of the mortgage loans,
which were purchased by the depositor through its affiliate,
Residential Funding, from Homecomings Financial, LLC, a wholly-
owned subsidiary of Residential Funding, and approximately 17.2%
of the mortgage loans, which were purchased by the depositor
through its affiliate, Residential Funding, from GMAC Mortgage,
LLC, an affiliate of Residential Funding.  

Approximately 17% of the mortgage loans were purchased from
Wachovia Mortgage Corporation, which is an unaffiliated seller.  
Except as described in the preceding sentence, no unaffiliated
seller sold more than 5.5% of the mortgage loans to Residential
Funding.  Approximately 54% of the mortgage loans are being
subserviced by Homecomings, a wholly-owned subsidiary of
Residential Funding, approximately 19.1% of the mortgage loans are
being subserviced by GMAC Mortgage, LLC, an affiliate of
Residential Funding.  Approximately 17% of the mortgage loans are
being subserviced by Wachovia Mortgage Corporation.


RESIDENTIAL FUNDING: Fitch Assigns B Rating on Class B-2 Certs.
---------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s
mortgage pass-through certificates, series 2007-SA3, as:

    -- $349,285,100 classes I-A, II-A-1, II-A-2, III-A-1 -
       III-A-4, IV-A, R-I and R-II senior certificates 'AAA';

    -- $6,550,700 class M-1 'AA';

    -- $2,546,900 class M-2 'A+'

    -- $1,819,200 class M-3 'BBB+'.

    -- $1,455,400 privately offered class B-1 'BB+';

    -- $1,273,400 privately offered class B-2 'B'.

The $909,677 privately offered class B-3 certificates are not
rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4%
subordination provided by the 1.80% class M-1, 0.70% class M-2,
0.50% class M-3, 0.40% privately offered class B-1, 0.35%
privately offered class B-2 and 0.25% privately offered class B-3.  
Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the master servicing
capabilities of Residential Funding Corp. (RFC; rated 'RMS1' by
Fitch).

This transaction contains certain classes designated as
Exchangeable Certificates and Exchanged Certificates.

Exchangeable Certificates -- The Class III-A-1, Class III-A-2
Certificates.

Exchanged Certificates -- The Class III-A-4 Certificates.

All other classes are regular certificates.

All of the Exchangeable Certificates may be exchanged for a
proportionate interest in the related Exchanged Certificates.  The
Exchanged Certificates may also be exchanged for the related
Exchangeable Certificates in the same manner.  Each exchange may
be effected only in proportions that result in the principal and
interest entitlements of the certificates being received being
equal to the principal and interest entitlements of the
certificates surrendered.  The classes of Exchangeable
Certificates and of Exchanged Certificates that are outstanding at
any given time, and the outstanding Certificate Principal Balances
and Notional Amounts, as applicable, of these classes will depend
upon any related distributions of principal or reductions in
Notional Amounts, as applicable, as well as any exchanges that
occur.  Exchangeable Certificates or Exchanged Certificates in any
combination may be exchanged only in the proportion that the
initial Certificate Principal Balances or Notional Amounts, as
applicable, of such certificates bear to one another.

The Exchanged Certificates outstanding on any distribution date
will be entitled to the principal distributions that would be
allocable to the related Exchangeable Certificates if such
Exchangeable Certificates were outstanding on such date.  Such
Exchanged Certificates will also be entitled to the combined pass-
through rate of the related Exchangeable Certificates.  In
addition, such Exchanged Certificates will be allocated the
Realized Losses and interest shortfalls that would be allocable to
the class of related Exchangeable Certificates in a Combination
Group were such classes of Exchangeable Certificates outstanding
on such date.

As of the cut-off date (June 1, 2007), the mortgage pool consists
of 649 hybrid adjustable-rate mortgage loans secured by first
liens on one- to four-family residential properties with an
aggregate principal balance of approximately $ 363,840,377.  The
mortgage pool has a weighted average original loan-to-value ratio
of 71.21%.  The weighted-average FICO score of the loans in the
pool is 734, and approximately 61.29% of the mortgage loans
possess FICO scores greater than or equal to 720 and 3.88% of the
mortgage loans posses FICO scores less than 660.  Loans originated
under a reduced loan documentation program account for
approximately 50.82% of the pool, equity refinance loans account
for 30.18%, and second homes account for 5.64%.  The average loan
balance of the loans in the pool is approximately $ 560,617.  The
three states that represent the largest portion of the loans in
the pool are California (52.8%), Virginia (6.3%) and Washington
(4.34%).

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
'high-cost' or 'covered' loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points and/or fees.  

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding from various unaffiliated
sellers as described in this prospectus supplement and in the
accompanying prospectus, except in the case of approximately
19.5%, 48%, 35.1%, 0% and 38.4% of the group I loans, the group II
loans, the group III loans, the group IV loans and the mortgage
loans in the aggregate, respectively, which were purchased by the
depositor through its affiliate, Residential Funding, from
Homecomings Financial, LLC, a wholly-owned subsidiary of
Residential Funding and approximately 46.5%, 24.4%, 46.3%, 69.7%
and 35.3% of the group I loans, the group II loans, the group III
loans, the group IV loans and the mortgage loans in the aggregate,
respectively, which were purchased from GMAC Mortgage, LLC, an
affiliate of Residential Funding.

Approximately 22.2% and 10.2% of the group I loans and the group
II loans respectively, were purchased from Provident Funding
Associates, L.P., an unaffiliated seller.  Approximately 10.8% of
the group IV loans were purchased from First Republic Bank, an
unaffiliated seller.  Except as described in the preceding
sentences, no unaffiliated seller sold more than 6.0%, 6.3%, 9.2%,
4.5% and 8.9% of the group I loans, the group II loans, the group
III loans, the group IV loans and the mortgage loans in the
aggregate, respectively, to Residential Funding.

U.S. Bank National Association will serve as trustee. RFMSI, a
special purpose corporation, deposited the loans in the trust,
which issued the certificates. For federal income tax purposes, an
election will be made to treat the trust fund as two real estate
mortgage investment conduits.


RESIDENTIAL FUNDING: Fitch Puts Low-B Ratings on Four Certificates
------------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s
mortgage pass-through certificates series 2007-S6 as:

    -- $378,323,093.00 classes I-A-1 through I-A-20, I-A-P, I-A-V,
       R-I certificates (senior certificates) 'AAA';

    -- $302,826,891.00 classes II-A-1 through II-A-15, II-A-P,
       II-A-V, R-2 certificates (senior certificates) 'AAA';

    -- $6,879,400 class I-M-1 'AA';

    -- $5,507,400 class II-M-1 'AA';

    -- $2,948,000 class I-M-2 'A';

    -- $2,359,700 class II-M-2 'A';

    -- $1,768,800 class I-M-3 'BBB';

    -- $1,415,800 class II-M-3 'BBB'.

These privately offered subordinate certificates are rated by
Fitch:

    -- $1,179,200 class I-B-1 'BB';
    -- $943,900 class II-B-1 'BB';
    -- $982,600 class I-B-2 'B';
    -- $786,600 class II-B-2 'B'.

These classes are not rated by Fitch:

    -- $982,759 privately offered class I-B-3;
    -- $786,603 privately offered class II-B-3.

The 'AAA' rating on the Group I senior certificates reflects the
3.75% subordination provided by the 1.75% class I-M-1, the 0.75%
class I-M-2, the 0.45% class I-M-3, the privately offered 0.30%
class I-B-1, the 0.25% privately offered class I-B-2 and the 0.25%
privately offered class I-B-3.  The 'AAA' rating on the Group II
senior certificates reflects the 3.75% subordination provided by
the 1.75% class II-M-1, the 0.75% class II-M-2, the 0.45% class
II-M-3, the privately offered 0.30% class II-B-1, the 0.25%
privately offered class II-B-2 and the 0.25% privately offered
class II-B-3.  Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts.  In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s master servicing capabilities (rated 'RMS1' by
Fitch).

This transaction contains certain classes designated as
Exchangeable Certificates and Exchanged Certificates.

Exchangeable Certificates:

    -- Class I-A-2, class I-A-4, class I-A-6, class I-A-9, class
       I-A-13, class I-A-19, class II-A-1, class II-A-4, class
       II-A-5, class II-A-7 and class II-A-14 certificates.

Exchanged Certificates

    -- Class I-A-1, class I-A-3, class I-A-5, class I-A-12, class
       I-A-14, class I-A-16, class I-A-17, class I-A-20, class
       II-A-2, class II-A-8, class II-A-9, class II-A-10, class
       II-A-12 and class II-A-13 certificates.

All other classes are regular certificates.

All of the Exchangeable Certificates may be exchanged for a
proportionate interest in the related Exchanged Certificates.  The
Exchanged Certificates may also be exchanged for the related
Exchangeable Certificates in the same manner.  Each exchange may
be effected only in proportions that result in the principal and
interest entitlements of the certificates being received being
equal to the principal and interest entitlements of the
certificates surrendered.  The classes of Exchangeable
Certificates and of Exchanged Certificates that are outstanding at
any given time, and the outstanding Certificate Principal Balances
and Notional Amounts, as applicable, of these classes will depend
upon any related distributions of principal or reductions in
Notional Amounts, as applicable, as well as any exchanges that
occur.  Exchangeable Certificates or Exchanged Certificates in any
combination may be exchanged only in the proportion that the
initial Certificate Principal Balances or Notional Amounts, as
applicable, of such certificates bear to one another.

The Exchanged Certificates outstanding on any distribution date
will be entitled to the principal distributions that would be
allocable to the related Exchangeable Certificates if such
Exchangeable Certificates were outstanding on such date.  Such
Exchanged Certificates will also be entitled to the combined pass-
through rate of the related Exchangeable Certificates.  In
addition, such Exchanged Certificates will be allocated the
Realized Losses and interest shortfalls that would be allocable to
the class of related Exchangeable Certificates in a Combination
Group were such classes of Exchangeable Certificates outstanding
on such date.

As of the cut-off date, June 1, 2006, the Group I mortgage pool
consists of 801 conventional fixed-rate, mortgage loans secured by
first liens on one- to four-family residential properties with an
aggregate principal balance of $393,063,852.  The mortgage pool
has a weighted average original loan-to-value ratio of 72.0%.  The
weighted-average FICO score of the loans in the pool is 734, and
approximately 61.0% of the mortgage loans possess FICO scores
greater than or equal to 720.  Loans originated under a reduced
loan documentation program account for approximately 40.53% of the
pool, equity refinance loans account for 34.17%, and second homes
account for 3.6%.  The average loan balance of the loans in the
pool is approximately $ 490,716.  The three states that represent
the largest portion of the loans in the pool are California
(39.3%), Virginia (6.5%), and Florida (5.8%).

The Group II mortgage pool consists of 599 conventional, fixed-
rate, mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$314,626,895.  The mortgage pool has a weighted average original
loan-to-value ratio of 72.3%.  The weighted-average FICO score of
the loans in the pool is 726, and approximately 55.0% of the
mortgage loans possess FICO scores greater than or equal to 720
and 9.7%.  Loans originated under a reduced loan documentation
program account for approximately 45.3% of the pool, equity
refinance loans account for 41.5%, and second homes account for
3.9%.  The average loan balance of the loans in the pool is
approximately $525,254.  The three states that represent the
largest portion of the loans in the pool are California (39.0%),
Virginia (7.4%), and Florida (6.1%).

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
'high-cost' or 'covered' loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points and/or fees.


RESMAE MORTGAGE: Court Sets July 30 as Admin. Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
July 30, 2007 as the deadline for any entity to file a request for
administrative payment or allowance of an administrative claim
that arose before the June 15, 2007 effective date of Resmae
Mortgage Corporation's Second Amended Chapter 11 Plan of
Reorganization.

A request of payment must be filed with the Clerk of the
Bankruptcy Court and served upon:

     (i) Counsel to the Plan Sponsor
         Van C. Durrer, II, Esq.
         Skadden, Arps, State, Meagher & Flom LLP
         300 South Grand Avenue
         Los Angeles, CA 90071

    (ii) Counsel to the Liquidating Trustee
         Mark T. Power, Esq.
         Hahn & Hessen LLP
         448 Madison Avenue, 14th and 15th Floor
         New York, NY 10022

                   About ResMAE Mortgage Corp.

Based in Brea, California, ResMAE Mortgage Corp. --
http://www.resmae.com/-- is a subsidiary of ResMAE Financial
Corp., a specialty finance company engaged in the business
of originating, selling, and servicing subprime residential
mortgage loans.  The company serves the needs of borrowers who do
not conform to traditional "A" credit lending criteria due to
credit history, debt to income ratios, or other factors.  It has
regional processing centers nationwide, including Northern and
Southern California, Texas, New Jersey, Illinois, Florida and
Hawaii.

ResMAE Mortgage filed for chapter 11 protection on
Feb. 12, 2007 (Bankr. D. Del. Case No. 07-10177).  Daniel J.
DeFranceschi, Esq. and Mark D. Collins, Esq., at Richards, Layton
& Finger, P.A., represent the Debtor in its restructuring efforts.
Adam G. Landis, Esq., and Richard Scott Cobb, Esq., at Landis Rath
& Cobb LLP serve as counsel to the Official Committee of Unsecured
Creditors.  As of Feb. 28, 2007, the Debtor's balance sheet showed
total assets of $255,429,000 and total debts of $254,062,000.

The Court confirmed the Debtor's plan on June 5, 2007.  That plan
became effective on June 15, 2007.


RITE AID: Earns $27.6 Million in First Quarter Ended June 2
-----------------------------------------------------------
Rite Aid Corporation reported that net income for the first
quarter ended June 2, 2007, was $27.6 million, compared to last
year's first quarter of $11 million.  Partially offsetting these
positive factors was acquisition and integration related expenses
of $11.2 million in advance of the completion of the purchase of
Brooks Eckerd.

Revenues for the 13-week first quarter 2007 were $4.46 billion
versus revenues of $4.34 billion in the prior year first quarter.  
Revenues increased 2.8%.

Same store sales increased 2.3% during the first quarter as
compared to the year-ago like period, consisting of a 2.7%
pharmacy same store sales increase and a 1.6% increase in front-
end same store sales.  The number of prescriptions filled in
comparable drugstores increased 0.9%. Prescription sales accounted
for 64.4% of total sales, and third party prescription sales
represented 95.7% of pharmacy sales.

Results for the first quarter do not include the acquisition of
the Brooks Eckerd stores and distribution centers acquired June 4,
2007, from the Jean Coutu Group (PJC) Inc. since the acquisition
closed following the end of the quarter.  The remaining quarters
for fiscal 2008 will include the results of the acquisition.

In the first quarter, the company opened 6 stores, relocated seven
stores, acquired seven stores and closed or sold 14 stores.  The
number of acquired stores and closed or sold stores include the
previously announced transaction with Longs Drug Stores.  Stores
in operation at the end of the quarter totaled 3,332.

"We delivered another profitable quarter, increasing adjusted
EBITDA at the same time we focused on closing the Brooks Eckerd
acquisition, which we did on June 4," said Mary Sammons, Rite Aid
chairman, president and chief executive officer.  "We grew
pharmacy sales, filled more prescriptions, improved front end
margins and our team continued to do a good job of controlling
operating expenses.  We're also on track to open 125 new and
relocated stores this year."

                       Fiscal 2008 Guidance

Rite Aid confirmed its fiscal 2008 guidance.  Sales are expected
to be between $25.3 billion and $26 billion.  Net loss for fiscal
2008 is expected to be between $47 million and $129 million and
includes estimated expense of integrating the acquired stores of
$145 million.  Capital expenditures, including integration capital
expenditures but excluding proceeds from sale and leaseback
transactions, are expected to be between $825 million and
$875 million.  Proceeds from sale and leaseback transactions are
expected to be about $100 million.

                        About Rite Aid

Rite Aid Corporation (NYSE:RAD) -- http://www.riteaid.com/-- is  
one of the United States' leading drugstore chains with annual
revenues of approximately $17.5 billion and more than 3,330 stores
in 27 states and the District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on May 17, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'1' recovery rating to Rite Aid Corp's $1.105 billion senior
secured tranche 2 term loan facility.  The '1' recovery rating
indicating the high expectation for full recovery of principal in
the event of a payment default.  Concurrently, Standard & Poor's
raised the ratings on the three existing second-lien notes to 'B+'
from 'B' and assigned a '1' recovery rating, indicating the high
expectation for full recovery of principal in the event of a
default.  The secured notes ratings have been removed from
CreditWatch with developing implications.  At the same time,
Standard & Poor's affirmed all other ratings, including the 'B'
corporate credit rating.  The outlook is stable.


RUNNING HORSE: Accepts $40 Million Offer of Donald Trump
--------------------------------------------------------
Mick Evans, owner of Running Horse Golf and Country Club, 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, various reports say.

Under the agreement, $25 million will be paid as deposit with the
rest to be paid from future profits of the development, the
reports add.

Sources say that Mr. Trump had initially offered $10 million for
Running Horse but the proposal was rejected prompting Mr. Trump to
increase his bid to $25 million.  Mr. Evans still rejected that
offer saying that it was "not high enough."

The sale will need bankruptcy court approval before it is
completed, the papers report.

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.  When the Debtor filed for
protection from its creditors, it listed estimated assets of less
than $10,000 and estimated debts between $1 million and
$100 million.


SATURN CLO: Moody's Rates Class D Floating Rate Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Saturn CLO, Ltd :  

-- Aaa to the $135,500,000 Class A-1 Senior Secured Floating Rate
    Notes due 2022;

-- Aaa to the $208,000,000 Class A-1-S Senior Secured Floating
    Rate Notes due 2022;

-- Aa1 to the $24,000,000 Class A-1-J Senior Secured Floating
    Rate Notes due 2022;

-- Aa2 to the $27,500,000 Class A-2 Senior Secured Floating Rate
    Notes due 2022;

-- A2 to the $25,000,000 Class B Secured Deferrable Floating Rate
    Notes due 2022;

-- Baa2 to the $20,000,000 Class C Secured Deferrable Floating
    Rate Notes due 2022; and

-- Ba2 to the $20,000,000 Class D Secured Deferrable Floating
    Rate Notes due 2022.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

AIG Global Investment Corp. will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


SAXON ASSET: Fitch Puts Ratings on Three Classes on Watch Negative
------------------------------------------------------------------
Fitch Ratings has upgraded three classes, affirmed 29 classes and
placed three additional classes on Rating Watch Negative from the
following Saxon Asset Securities Trust issues:

Series 2000-1 Group 1

    -- Class MF-1 affirmed at 'AAA';
    -- Class MF-2 affirmed at 'AA-';
    -- Class BF-1 remains at 'CCC/DR1'.

Series 2000-1 Group 2

    -- Class BV-1 affirmed at 'AA'.

Series 2000-2 Group 1

    -- Class MF-1 affirmed at 'AA+';
    -- Class MF-2 affirmed at 'BBB';
    -- Class BF-1 remains at 'CC/DR4'.

Series 2000-2 Group 2

    -- Class BV-1 affirmed at 'AA';
    -- Class BV-2 rated 'BB+', placed on Rating Watch Negative.

Series 2000-3 Group 1

    -- Class MF-1 affirmed at 'AA+';
    -- Class MF-2 rated 'B', placed on Rating Watch Negative;
    -- Class BF-1 remains at 'CCC/DR1'.

Series 2000-4 Group 1

    -- Class MF-1 affirmed at 'AA+';
    -- Class MF-2 affirmed at 'BB';
    -- Class BF-1 remains at 'CC/DR2'.

Series 2000-4 Group 2

    -- Class BV-1 affirmed at 'AA-'.

Series 2001-1 Group 1

    -- Class MF-1 affirmed at 'AA+';
    -- Class MF-2 remains at 'B';
    -- Class BF-1 remains at 'C/DR5'.

Series 2001-1 Group 2

    -- Class BV-1 affirmed at 'A+'.

Series 2001-3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'A';
    -- Class M-2 rated 'BB', placed on Rating Watch Negative;
    -- Class B remains at 'CCC/DR2'.

Series 2003-3

    -- Class A affirmed at 'AAA';
    -- Class M-1 upgraded to 'AA+' from 'AA';
    -- Class M-2 upgraded to 'AA-' from 'A+';
    -- Class M-3 upgraded to 'A+' from 'A';
    -- Class M-4 affirmed at 'A-';
    -- Class M-5 affirmed at 'BBB+';
    -- Class M-6 affirmed at 'BBB-'.

Series 2005-3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BBB-';
    -- Class B-4 affirmed at 'BBB-';

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Saxon Mortgage, Inc.  The
mortgage loans consist of fixed- and adjustable-rate mortgages
extended to subprime borrowers and are secured by first and second
liens, primarily on one to four-family residential properties.  As
of the May 2007 distribution date, the transactions are seasoned
from a range of 20 (series 2005-3) to 87 (series 2000-1) months,
and the pool factors (current mortgage loan principal outstanding
as a percentage of the initial pool) range from approximately 3%
(series 2000-1 Group 2) to 55% (series 2005-3).

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $682 million of outstanding certificates.

The upgrades reflect an improvement in the relationship between CE
and future loss expectations and affect approximately $105 million
of outstanding certificates.  As of the May 2007 distribution
date, CE levels for the upgraded classes have grown at least 2
times their original CE levels since closing.

Three classes were placed on Rating Watch Negative due to current
trends in the relationship between serious delinquency and credit
enhancement, and affect approximately $87 million of outstanding
certificates.  For series 2000-2 Group 2, the 90+ DQ is 39.4% of
the current collateral balance at 83 months seasoning.  The CE for
the BV-2 bond is 23.1%.  For series 2000-3 Group 1, the 90+ DQ is
23.2% of the current collateral balance at 80 months seasoning
while the CE for the MF-2 bond is 13.0%.  For series 2001-3, the
90+ DQ is 27.4% of the current collateral balance at 67 months
seasoning.  The CE for the M-2 bond is 9.0%.

Headquartered in Glen Allen, VA, Saxon Mortgage, Inc. primarily
originates and purchases single-family residential mortgage loans
and home equity loans through retail, wholesale, and correspondent
channels.  Saxon Mortgage Services, Inc. (rated 'RPS2+' for
subprime products by Fitch) is the servicer for all mortgage loans
in the transactions detailed above.


SIENA TECH: March 31 Balance Sheet Upside-down by $2.3 Million
--------------------------------------------------------------
Siena Technologies Inc.'s consolidated balance sheet at March 31,
2007, showed $10,172,504 in total assets and $12,523,715 in total
liabilities, resulting in a $2,351,211 total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $1,843,912 in total current assets
available to pay $4,302,386 in total current liabilities.

Siena Technologies Inc. reported net income of $435,154 for the
first quarter ended March 31, 2007, compared with net income of
$277,833 for the same period ended March 31, 2006.

Results for the three months ended March 31, 2006, included a loss
from discontinued operations of $761,978 compared to $0 for the
three months ended March 31, 2007.

The increase in net income for the three months ended March 31,
2007, was mainly a result of the increase in other income in
addition to a loss from discontinued operations for the three
months ended March 31, 2006, partly offset by the decrease in
gross profit and the increase in operating expenses.

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?2148

                       Going Concern Doubt

Jaspers + Hall PC, in Denver, Colorado, expressed substantial
doubt about Siena Technologies Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company has an accumulated deficit
of $32,329,927, and is generating losses from operations.  The
continuing losses have adversely affected the liquidity of the
company.

                     About Siena Technologies

Headquartered in Las Vegas, Nevada, Siena Technologies (OTC BB:
SIEN.OB) through its subsidiary, Kelley Communication Company Inc.
engages in the design, development, and integration of automated
system networks, known as 'smart technologies', primarily for the
gaming, entertainment, and luxury residential markets in the
United States.  Its systems networks include data,
telecommunications, audio and video components, casino
surveillance, security and access control systems, entertainment
audio and video, special effects, and multi-million dollar video
conference systems.


SORIN REAL: Fitch Affirms Rating on Class F Notes at BB
-------------------------------------------------------
Fitch has affirmed seven classes of notes issued by Sorin Real
Estate CDO I, Ltd.  These affirmations are the result of Fitch's
review process and are effective immediately:

    -- $302,000,000 class A1 floating rate senior notes affirmed
       at 'AAA';

    -- $27,600,000 class A2 floating rate senior notes affirmed at
       'AAA';

    -- $20,000,000 class B floating rate senior notes affirmed at
       'AA';

    -- $12,100,000 class C floating rate subordinated notes
       affirmed at 'A';

    -- $13,802,422 class D floating rate subordinated notes
       affirmed at 'BBB';

    -- $3,915,578 class E floating rate subordinated notes
       affirmed at 'BBB-';

    -- $4,000,000 class F fixed rate subordinated notes affirmed
       at 'BB'.

Sorin Real Estate CDO I is a revolving collateralized debt
obligation that closed July 21, 2005.  Sorin Real Estate CDO I is
managed by Sorin Capital Management, LLC.  The portfolio is
currently composed of commercial mortgage-backed securities
(52.3%), residential mortgage-backed securities (32.9%),
commercial real estate loans (10.5%), and bank loans to real
estate operating companies (4.4%).  Sorin Real Estate CDO I will
end its reinvestment period in September 2010.

The affirmations are the result of stable portfolio performance
measures, such as overcollateralization ratios and weighted
average rating factor.  As of the most recent trustee report dated
May 31, 2007 all OC and interest coverage ratios have remained
stable and continue to pass their covenants.  Since Fitch's last
review, the WARF on the collateral has improved to 6.74 ('BBB/BBB-
') from 7.07 ('BBB/BBB-').  The collateral has a maximum Fitch
WARF of 7.26 ('BBB-').  There are no defaulted assets in the
portfolio.

While Sorin Real Estate CDO I has some exposure to subprime RMBS
(27.1%), currently all the subprime RMBS assets are of investment-
grade ratings. 95% (25.7% of total collateral) of the total
subprime RMBS exposure is rated 'AA-' or better.  None of the
subprime RMBS assets are of the 2006 vintage.  The current
exposure to 2004 and 2005 subprime RMBS vintages is 9% and 91%,
respectively.  Fitch will continue to monitor this transaction as
the CDO is currently in its revolving period in which new
collateral may be purchased to replace existing collateral,
subject to re-investment criteria.

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

The ratings of the class A1, A2 and B notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class C, D, E and F notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.


STEELCASE INC: Moody's Withdraws Ba1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Steelcase to
investment grade (Baa3) from Ba1 following continued operating
performance improvements.  At the same time, the Ba1 corporate
family rating and Ba1 probability of default ratings were
withdrawn as these ratings are not applicable for investment grade
issuers.  The loss-given-default assessments were also withdrawn.

"Since Moody's changed the ratings outlook to positive in January
2006, Steelcase has continued to demonstrate good growth
throughout its robust product offering, continued its emphasis on
lean manufacturing and increased profitability in its
international segment."  said Kevin Cassidy, Vice President/Senior
Analyst at Moody's Investors Service.  "These efforts have
resulted in a 130bps improvement in reported EBIT margins in
fiscal 2007 and more than 200bps improvement in the first quarter
of fiscal 2008." Mr. Cassidy noted.  "Importantly, the improved
profitability, coupled with some working capital benefits and
lower CAPEX have resulted in almost three fold increase in free
cash flow to more than $150 million, despite a roughly 35%
increase in dividends" he further said.  

Another key consideration in the upgrade to investment grade is
the company's generally conservative financial policy.  To that
end, Mr. Cassidy said that "in order to provide a cushion against
a possible downturn, the company has a stated intent to maintain a
$200 million cash cushion and we expect all shareholder returns to
continue to be funded out of free cash flow or cash on hand, not
an increase in leverage."

"The stable outlook reflects Moody's expectations of continuing
improvement in operating profitability and organic revenue growth
and the continuation of favorable demand trends in the contract
furnishings industry, albeit at a slower growth rate than the past
few years" said Mr. Cassidy.  He further noted that "the stable
outlook also reflects Moody's expectation that the company will
continue its focus on lean manufacturing and that its wood and
Polyvision units will stem their operating losses in the near
term".  The stable outlook further incorporates Moody's
expectation that Steelcase will continue to maintain its strong
liquidity profile and conservative use of financial leverage.

This rating was upgraded:

-- $250mm sr. unsecured notes due July 2011 to Baa3 from Ba1;

These ratings were withdrawn:

-- Corporate family rating at Ba1
-- Probability of default rating at Ba1

Steelcase Inc., based in Grand Rapids, Michigan, is a supplier of
office furniture with LTM May 2007 revenues of about $3.2 billion.


STOLLE MACHINERY: Moody's Affirms B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Stolle Machinery Co., LLC's
corporate family rating B2.  At the same time, Moody's downgraded
the company's senior secured bank credit facility to B2 from B1.
These rating actions result from Stolle's recent announcement that
it is increasing its first lien term to refinance the company's
existing second lien term loan and to enable a distribution to
Stolle's equity owners.  The rating outlook is stable.

Stolle is increasing its existing first lien term loan to
$224.1 million from $125 million.  Proceeds from the "add-on" and
about $18.5 million of cash on hand will be used to refinance the
company's $50 million second lien term loan, distribute $65.5
million to Stolle's equity investor, and pay fees and expenses.
Once the proposed transaction is completed, the senior secured
bank credit facility rating will be equivalent to the company's
corporate family rating since it will be the only committed credit
obligation in Stolle's capital structure and no longer benefit
from the second lien term loan's junior claims.

Moody's maintains a B2 corporate family rating for Stolle.  Over
the past year the company's financial metrics improved to levels
that could be supportive of a higher corporate family rating.  The
continued demand for can beverages, the driver of Stolle's
revenues, and improved operating efficiencies results in strong
performance.  Despite this favorable operating trend, the proposed
distribution of $65.5 million will increase balance sheet debt by
$50 million to $224.1 million, reduce cash on hand by $18.5
million, and partially offset the improvement that has occurred in
the company's financial metrics.  

Moody's views these pro forma financial metrics of Stolle
following the dividend as being consistent with the maintenance of
a B2 corporate family rating.  The corporate family rating also
takes into account Stolle's strong competitive position, the
predictability of its recurring spare parts/service and revenue
streams derived from can manufacturers' recapitalization programs,
and favorable trends for can beverages.  Yet, these strengths are
balanced against the company's higher level of balance sheet debt,
modest free cash flow generation in relation to the amount of debt
employed in the company's capital structure, and customer
concentration risk.

These ratings/assessments were affected by this action :

-- Corporate Family Rating affirmed at B2;  

-- Probability-of-default rating affirmed at B2;

-- Senior secured bank credit facility downgraded to B2 (LGD4,
    51%) from B1 (LGD3, 36%); and

-- Senior secured second lien term loan affirmed at Caa1 but its
    loss given default assessment is changed to (LGD6, 96%) from
    (LGD5, 86%).

The ratings on the second lien term loan will be withdrawn when
the refinancing is completed.

Stolle, headquartered in Centennial, Colorado, is the leading
provider of capital equipment, spare parts and tooling and die
services to the beverage and food can industries.


TEKTRONIX INC: S&P Rates Proposed $300MM Convertible Notes at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Beaverton, Oregon-based Tektronix Inc.'s proposed $300 million
senior convertible notes.  The proposed issue, which will also
include an option to sell up to an additional $45 million of
notes, will be due in 2012.  At the same time, Standard & Poor's
affirmed its 'BB+' corporate credit rating and stable outlook on
Tektronix.
      
"The rating affirmation reflects Tektronix's strong financial
profile, combined with consistent operating performance," said
Standard & Poor's credit analyst Ben Bubeck.  While Tektronix's
capital structure will be more aggressive than it has been
historically, its operating lease-adjusted debt to EBITDA will
remain well below 2.5x, even including the additional $45 million
option to upsize the debt issue.  S&P's ratings have historically
provided the company with flexibility for additional debt;
however, following this transaction, the company's leverage is at
a comfortable level for the current rating and outlook.
     
A portion of the proceeds from the proposed notes will be used to
fund the repurchase of approximately $110 million of common stock,
a call option overlay hedging transaction, and fees associated
with the transaction.  The remaining proceeds will be used for
future share repurchases or other general corporate purposes.
     
The ratings on Tektronix reflect a narrow business profile,
exposure to cyclical end markets, and a modest cash flow base.  
These are partially offset by a long-standing solid market
position, relatively consistent operating profitability and
moderate debt leverage.  Tektronix is a leading provider of test,
measurement, and monitoring products to the communications,
computer, and semiconductor industries.  Pro forma for the
proposed notes offering, Tektronix had approximately $400 million
of operating lease- and pension-adjusted debt as of May 2007
(approximately $450 million, including the additional $45 million
option to upsize).


TELOS CLO: Moody's Rates Class E Floating Rate Notes at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by TELOS CLO 2007-2, Ltd :

-- Aaa to the $241,000,000 Class A-1 First Priority Senior
    Secured Floating Rate Notes Due 2022;

-- Aa1 to the $40,000,000 Class A-2 Second Priority Senior
    Secured Floating Rate Notes Due 2022;

-- Aa2 to the $27,500,000 Class B Third Priority Senior Secured
    Floating Rate Notes Due 2022;

-- A2 to the $22,000,000 Class C Fourth Priority Mezzanine
    Secured Floating Rate Deferrable Interest Notes Due 2022;

-- Baa2 to the $22,000,000 Class D Fifth Priority Mezzanine
    Secured Floating Rate Deferrable Interest Notes Due 2022; and

-- Ba2 to the $16,000,000 Class E Sixth Priority Mezzanine
    Secured Floating Rate Deferrable Interest Notes Due 2022.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Loans, Participation
of Loans, CLO Securities and Synthetic Obligations of which the
Reference Obligation(s) are Loans, Participations or CLO
Securities due to defaults, the transaction's legal structure and
the characteristics of the underlying assets.

Tricadia Loan Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


THISTLE MINING: Anton Kakavelakis Replaces Andy Graetz as CFO
-------------------------------------------------------------
Thistle Mining Inc. disclosed that Andy Graetz will be retiring as
the company's chief financial officer after two years of dedicated
service effective June 30, 2007.  Anton Kakavelakis, the company's
current controller, will assume the role of CFO with effect from
July 1, 2007.

The company thanks Mr. Graetz for his valued contribution.  The
company also said that its board of directors are grateful that
Mr. Graetz agreed to continue to serve the company on an ad hoc
basis as an independent contractor.

                       About Thistle Mining

Established in 1996, Thistle Mining Inc. (TSX: THT and AIM: TMG)
-- http://www.thistlemining.com/-- has spent its time  
productively seeking out special opportunities in the mining
sector.  From the start, the principal focus was on operations
with proven reserves.  At present, the company has a
geographically diversified portfolio in two continents - more
specifically, in South Africa and in the Philippines.  Thistle
Mining's objective is to own or control reserves of 5 million
ounces of gold and to have group production of 500,000 ounces of
gold per annum.

                          Going Concern

The going concern basis of the company's financial statements
presentation assumes that Thistle will continue in operation for
the year ahead and will be able to realize its assets and
discharge its liabilities and commitments in the normal course of
business.  The company incurred losses of $4.2 million during the
nine months ended Sept. 30, 2006.  At Sept. 30, 2006, the
company's current liabilities exceeded its current assets by
$51.3 million and the company's total liabilities exceeded its
total assets by $14.2 million.


THISTLE MINING: May Divest PSGM Due to High Operating Risks
-----------------------------------------------------------
Thistle Mining Inc.'s board decided to embark on a process to
consider the future of President Steyn Gold Mines (Free State)
(Pty) Limited that could lead to its divestiture.

The high risk nature of operating a single gold mine on a stand-
alone basis and inability at present of PSGM to self-fund all the
capital expenditure needed to upgrade infrastructure, create more
operational flexibility, develop the Golden Triangle and explore
the Eldorado reefs indicates that it could be appropriate to
integrate PSGM into a diversified South African gold mining
company.  The company is in the process of finalizing arrangements
with a South African based investment banker to act as its
financial advisor in this process and is currently in early stage
discussions with an interested third party.  The company hopes to
conclude agreements relating to the future of PSGM by September
2007.  These agreements would however be subject to shareholder
approval.

                   MC and Casten Credit Line

In April and May, 2007, the company laid down a framework for
restructuring the remaining debt owing to MC Resources Limited and
Casten Holdings Limited.

On June 27, 2007, MC and Casten agreed to provide a credit line of
up to $666,600 per month for the three month period to September
2007 during which period management hope to conclude divestiture
or other agreements for PSGM.  The credit line will be available
for the purpose of funding corporate costs including the cost of
strategic initiatives relating to PSGM and to provide a
contingency in the event of below forecast performance by PSGM.

The credit line is contingent on improved performance at PSGM to
levels of production of not less than 396, 396 and 384 kg's of
gold for the months of July, August and September 2007
respectively, adequate progress in strategic initiatives relating
to PSGM and certain other conditions.  Given recent production
problems experienced by PSGM there can be no assurance that these
conditions will be satisfied.  Without the line of credit there
may be a material uncertainty which will cast doubt on the ability
of the company and its subsidiaries to continue as going concerns.

Having reviewed the cash flow forecasts of the company and its
subsidiaries, given agreement to move forward with the plan or
standstill agreement whichever is applicable and given the credit
line entered into with MC and Casten, the company believes that
existing cash resources, net cash to be generated from operations
and the sale of assets and the credit line provided, will be
sufficient to meet the company's anticipated requirements.

There is a material uncertainty which may cast doubt on the
ability of the company and its subsidiaries to continue as going
concerns, and therefore, that the company may be unable to realize
its assets and discharge their liabilities in the normal course of
business:

     -- should PSGM not be successful in achieving sufficient
        levels of profitable operations within the contingency
        provided in the credit line entered into with MC and
        Casten;

     -- and/or there be a material award adverse to PSGM under the
        M Hall and Associates claim;

     -- and/or either the restructuring under the plan not be
        successful or the divestiture or other agreements for PSGM
        not be concluded by the end of September 2007.

                       About Thistle Mining

Established in 1996, Thistle Mining Inc. (TSX: THT and AIM: TMG)
-- http://www.thistlemining.com/-- has spent its time  
productively seeking out special opportunities in the mining
sector.  From the start, the principal focus was on operations
with proven reserves.  At present, the company has a
geographically diversified portfolio in two continents - more
specifically, in South Africa and in the Philippines.  Thistle
Mining's objective is to own or control reserves of 5 million
ounces of gold and to have group production of 500,000 ounces of
gold per annum.

                          Going Concern

The going concern basis of the company's financial statements
presentation assumes that Thistle will continue in operation for
the year ahead and will be able to realize its assets and
discharge its liabilities and commitments in the normal course of
business.  The company incurred losses of $4.2 million during the
nine months ended Sept. 30, 2006.  At Sept. 30, 2006, the
company's current liabilities exceeded its current assets by
$51.3 million and the company's total liabilities exceeded its
total assets by $14.2 million.


THISTLE MINING: Sells Masbate Gold to CGA Mining for $51 Million
----------------------------------------------------------------
Thistle Mining Inc. disposed of its interest in the Masbate Gold
project located in the Philippines to CGA Mining Limited for a
consideration of $51 million of which $30 million represents a
cash consideration and $21 million being payable in ordinary
shares of CGA.

The transaction resulted in an extraordinary gain of $23.9 million
and has allowed the company to repay $26.7 million of the purchase
consideration to MC Resources Limited and Casten Holdings Limited
as part payment of short term debt owing.  Following this payment,
the amount of principal, interest and withholding taxes
outstanding on April 1, 2007, amounted to $54.3 million.

For the quarter ended March 31, 2007, Philippine Gold Ltd, a
wholly owned UK subsidiary of the company, and the company's other
interests in the Masbate Gold project have been classified as a
discontinued operation with its financial results separately
disclosed.  Following the CGA transaction, Thistle's only
remaining principal asset is President Steyn Gold Mines (Free
State) (Pty) Limited, which owns and operates the President Steyn
Gold Mine in the Republic of South Africa.

                     Gold Production Updates

Gold production at PSGM continues to be challenging due to a lack
of operational flexibility compounded by infrastructure problems.
Sales of gold for the second, third and fourth quarters of 2007
are forecast at about 31,200, 39,800 and 37,000 oz's at cash costs
of about $670, $564 and $558 per oz respectively assuming an
exchange rate of 7.25 ZAR:US$ for the second half of 2007.
Traditionally the second half of the year is more productive than
the first half.  Gold production from PSGM in 2007 is anticipated
to be about 137,200 oz, at a cash cost and total cost of about
$605 to $615 and $645 to $655 per oz respectively assuming an
average exchange rate of 7.20 ZAR:US$ for 2007.

                       About Thistle Mining

Established in 1996, Thistle Mining Inc. (TSX: THT and AIM: TMG)
-- http://www.thistlemining.com/-- has spent its time  
productively seeking out special opportunities in the mining
sector.  From the start, the principal focus was on operations
with proven reserves.  At present, the company has a
geographically diversified portfolio in two continents - more
specifically, in South Africa and in the Philippines.  Thistle
Mining's objective is to own or control reserves of 5 million
ounces of gold and to have group production of 500,000 ounces of
gold per annum.

                          Going Concern

The going concern basis of the company's financial statements
presentation assumes that Thistle will continue in operation for
the year ahead and will be able to realize its assets and
discharge its liabilities and commitments in the normal course of
business.  The company incurred losses of $4.2 million during the
nine months ended Sept. 30, 2006.  At Sept. 30, 2006, the
company's current liabilities exceeded its current assets by
$51.3 million and the company's total liabilities exceeded its
total assets by $14.2 million.


TWEETER HOME: Taps Goulston & Storrs to Assist Skadden Arps
-----------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-
affiliates seek permission from the U.S. Bankruptcy Court for
the District of Delaware to employ Goulston & Storrs, P.C. as
special counsel to assist and consult with the general
bankruptcy counsel, Skadden, Arps, Slate, Meagher & Flom, LLP.

Gregory W. Hunt, Tweeter's senior vice president and chief
financial officer, relates that G&S has acted on the Debtors'
behalf for fifteen years in corporate, real estate, securities,
financing, tax, litigation, and other legal matters.

Mr. Hunt further discloses that in the recent months, G&S has
represented the Debtors in the credit facilities with General
Electric Capital Corporation, as well as on insurance matters,
SEC filings, negotiations with landlords and lease-related
agreements, and other various matters.

Consequently, Mr. Hunt states, G&S has become familiar with the
Debtors' capital structure, SEC filings, financing arrangements
and documentation, real estate leases, insurance policies and
other material agreements, and certain prepetition litigation.

As Special Counsel to the Debtors, G&S will:

(a) advise the Debtors and assist the General Bankruptcy
     Counsel with post-petition financing and cash collateral
     agreements, and all related negotiation, preparation and
     prosecution;

(b) assist with general corporate legal issues and attend
     meetings with the board of directors;

(c) assist with the Debtors' contemplated sale of assets;

(d) assist with the Debtors' disclosure and reporting
     obligations under securities laws;

(e) assist with the disposition of the Debtors' leases of non-
     residential real property;

(f) continue to advise and represent the Debtors in certain
     non-bankruptcy litigation pending as of the Petition Date,
     particularly respecting prepetition claims; and

(g) continue to advise and represent the Debtors in proceedings
     where the General Bankruptcy Counsel has a conflict of
     interest.

G&S's customary hourly rates are:

         Professional             Hourly Rates
         ------------             ------------
         Directors                $415 to $620
         Counsel                  $375 to $545
         Associates               $245 to $410
         Paralegals               $165 to $310

The Debtors agree to reimburse G&S for all the expenses it incurs
in its services to the Debtors' cases.

Kitt Sawitsky, Esq., co-managing director of G&S, states that
during the one-year period preceding the Petition Date, the
Debtors paid G&S $1,629,919, which includes retainers that have
been applied against certain pre-petition fees and expenses.

Mr. Sawitsky assures the Court that no member of G&S holds any
adverse interest to the Debtors' estates.  Mr. Sawitsky himself
was a former secretary at Tweeter.

Mr. Sawitsky states that G&S represents Independence Wharf, LLC,
which is indirectly affiliated with General Electric Capital
Corporation, the Debtors' pre-petition and post-petition secured
lender.  He clarifies, however, that G&S's representation of
Independence will be totally unrelated to the Debtors' cases.   
G&S also represents Bingham McCutchen, counsel to GECC.

According to Mr. Sawitsky, G&S has also represented some of the
Debtors' Officers and Directors:

    Officer              Position
    -------              --------
    Joseph McGuire       President and CEO
    Philo Pappas         Senior Vice President
                         Chief Merchandising Officer
    Jeffrey Stone        Director
    Steven Fischman      Director

Mr. Sawitsky discloses that G&S may have represented, or may in
the future represent, entities that may be creditors, landlords,
or shareholders of the Debtors in matters unrelated to the
Debtors' Chapter 11 cases.  He further states that G&S attorneys
and employees may hold equity interests in the Debtors or its
creditors not exceeding 5% of the shares.

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


TWEETER HOME: Wants FTI Consulting as Financial Advisors
--------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware
for permission to employ FTI Consulting, Inc. as their
financial advisors, nunc pro tunc to June 11, 2007.

According to Gregory W. Hunt, Tweeter's senior vice president and
chief financial officer, FTI has a "wealth of experience" in
providing financial advice in restructurings and reorganizations.

Pursuant to the terms of the Bankruptcy Engagement Agreement, FTI
will:

(a) advise and assist the Debtors in preparing, analyzing, and
     monitoring their financial affairs;

(b) assist in the valuation of businesses, and in preparing a
     liquidation valuation for reorganization plan and
     disclosure purposes;

(c) assist in preparing a rolling 13-week cash forecast;

(d) advise and assist in reviewing existing and proposed
     systems and controls, including cash management;

(e) advise and assist in developing and negotiating any plan of
     reorganization scenarios;

(f) advise and assist in preparing or reviewing strategic
     options, business plans, and financial projections;

(g) advise and assist in reviewing executory contracts, and
     providing recommendations to assume or reject;

(h) advise and assist in assessing its bonus, incentive, and
     severance plans;

(i) advise and assist in reviewing and evaluating the claims
     process;

(j) advise and assist the Debtors regarding various
     reorganization tax issues;

(k) attend meetings and Court hearings, as required in their
     role as financial advisors and restructuring accountants;

(l) render expert testimony and litigation support services;

(m) advise and assist in the process of identifying and
     reviewing debtor-in-possession financing;

(n) assist in preparing collateral packages in support of DIP
     financing;

(o) advise and assist in identifying and/or reviewing
     preference payments, fraudulent conveyances, and other
     causes of action;

(p) advise and assist in reviewing any proposed sales of assets
     or business units; and

(q) assist with other accounting and financial advisory
     services as requested.

FTI professionals charge these customary hourly rates:

    Professional                       Hourly Rates
    ------------                       ------------
    Senior Managing Director           $595 to $675
    Directors/Managing Directors       $435 to $590
    Associates/Consultants             $215 to $405
    Administration/Paraprofessionals    $95 to $175

Mr. Hunt discloses that the Debtors have paid FTI $150,000 on-
account cash.  Since the Bankruptcy Engagement Agreement, FTI has
invoiced the Debtors $1,018,037 for professional services, of
which $112,320 were advanced.

Robert J. Duffy, senior management director at FTI, assures the
Court that FTI is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

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


TWEETER HOME: Taps Peter J. Solomon as Investment Bankers
---------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware
for authority to employ Peter J. Solomon Company, L.P., and
its affiliate, Peter J. Solomon Securities Company, as
investment bankers in their Chapter 11 cases.

PJSC is a leading independent financial advisory firm in New York
City, Gregory W. Hunt, Tweeter's senior vice president and chief
financial officer, tells the Court.  Since 1989, PJSC has
provided strategic and financial advice to owners, chief
executives, and key stakeholders of public and private companies
with strategic and financial advice.

Mr. Hunt relates that since their retention, PJSC has become
familiar with the Debtors' businesses and financial affairs.

PJSC will provide the following services to the Debtors:

(a) familiarize itself with the business, operations,
     properties, financial condition, and prospects of the
     Debtors, as well as any prospective buyer, without
     conducting an independent investigation;

(b) assist in preparing descriptive information concerning the
     Debtors, without conducting an independent investigation
     and expressing any opinion;

(c) review and analyze business plans and financial projections
     with respect to reorganization or asset sales;

(d) evaluate the Debtors' liquidity needs, potential debt
     capacity and capitalization based on the Company's
     projected earnings and cash flows in connection with its
     investment banking services;

(e) review financial models and projections prepared by the
     Debtors and FTI Consulting, Inc., its financial advisor, in
     connection with its role as Investment Bankers;

(f) advise and assist in identifying and contacting potential
     transaction sponsors;

(g) assist in conducting presentations and meetings with
     prospective transaction sponsors;

(h) advise and assist in developing a general strategy for
     accomplishing a transaction, as well as its form and
     structure;

(i) periodically give advice as to the status of dealings with
     any parties involved in a transaction, in the course of its
     negotiations, execution, and closing;

(j) advise and assist the management in presenting general
     strategy and any proposed transaction before the Board of
     Directors; and

(k) render other investment banking services as agreed upon.

The Debtors have agreed to pay PJSC a $100,000 monthly retainer
fee, the first installment payable upon the Court's approval, and
reimburse PJSC for expenses incurred in connection with provision
services.

In the event of a reorganization transaction or sale transaction,
PJSC will receive $1,250,000, as well as a 2% financing fee of
gross proceeds for every financing transaction.

Mr. Hunt discloses that 90 days prior to the Petition Date, PJSC
received $117,174 in retainer fees and expenses.

Joseph C. Stein III, managing director at PJSC, assures the Court
that PJSC is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

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


UNITEDHEALTH GROUP: Gets "Mini-Tender" Notice from TRC Capital
--------------------------------------------------------------
UnitedHealth Group was notified of an unsolicited "mini-tender"
offer by TRC Capital Corporation to purchase up to 2 million
shares of UnitedHealth Group common stock, or about 0.15% of
company shares outstanding as of March 31, 2007.

TRC's offer price of $51.50 per UnitedHealth Group share
represents a 3.03% discount below UnitedHealth Group's closing
price on June 13, 2007, the day before the commencement of TRC's
unsolicited "mini-tender" offer.  UnitedHealth Group shares have
recently traded at or around the offered price of $51.50 per
share.

However, the company disclosed that it does not endorse TRC's
"mini-tender" offer, and does not recommend for or against
shareholder participation in the tender.  The company noted that
it is no way associated with TRC, the tender offer or the offer
documentation.

Additionally, UnitedHealth Group urges investors to:

     -- Obtain current market quotes for their shares of UNH
        common stock;

     -- Consult with their financial advisors; and

     -- Exercise caution with respect to TRC's offer.

UnitedHealth Group reminds its stockholders who have already
tendered their shares that they may withdraw their shares by
providing the written notice described in the TRC Capital offering
documents prior to the expiration of the offer on July 16, 2007.

              Warnings Against "Mini-Tender" Offers

The Securities and Exchange Commission has issued "Investor Tips"
on mini-tender offers and notes that such offers "have been
increasingly used to catch investors off guard."  The SEC's
advisory is available at www.sec.gov/investor/pubs/minitend.htm/

Mini-tender offers, like the one by TRC, do not give investors the
same level of protection that is required from larger tender
offers, including the filing of disclosure and other offer
documents with the SEC and additional procedures mandated by U.S.
securities laws.

UnitedHealth Group encourages stockbrokers and dealers, as well
as other market participants to review the SEC's and NYSE's
recommendation on the dissemination of mini-tender offers.  

These are available at:
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm/ and in
the information memo number 01-27, issued by the NYSE on Sept. 28,
2001, which can be found under the "NYSE Regulation - Rules &
Interpretations - Information Memos" tab at http://www.nyse.com/

                    About UnitedHealth Group

Headquartered in Minneapolis, Minn., UnitedHealth Group Inc.
(NYSE: UNH) -- http://www.unitedhealthgroup.com/-- is a   
diversified health and well-being company which offers offers a
broad spectrum of products and services through six operating
businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise,
Specialized Care Services and Ingenix.  Through its family of
businesses, UnitedHealth Group serves approximately 70 million
individuals nationwide.

                          *     *     *

The company's 2-1/4% senior convertible debentures due 2023 carry
Standard & Poor's BB+ rating.


VENTURE VIII: Moody's Rates Class E Deferrable Junior Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned the ratings to Notes issued by
Venture VIII CDO, Limited:

-- Aaa to the $106,250,000 Class A-1A Senior Revolving Notes Due
    2021;

-- Aa1 to the $4,500,000 Class A-1B Senior Notes Due 2021;

-- Aaa to the $429,075,000 Class A-2A Senior Notes Due 2021;

-- Aa1 to the $47,675,000 Class A-2B Senior Notes Due 2021;

-- Aaa to the $50,000,000 Class A-3 Senior Notes Due 2021;

-- Aa2 to the $46,500,000 Class B Senior Notes Due 2021;

-- A2 to the $50,000,000 Class C Deferrable Mezzanine Notes Due
    2021;

-- Baa2 to the $32,500,000 Class D Deferrable Mezzanine Notes Due
    2021; and

-- Ba2 to the $24,000,000 Class E Deferrable Junior Notes Due
    2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of senior secured loans,
senior secured notes, second lien loans, senior unsecured loans,
senior unsecured bonds and structured finance obligations due to
defaults, the transaction's legal structure and the
characteristics of the underlying assets.

MJX Asset Management LLC will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


VERTRUE INC: S&P Rates Proposed $460 Million First-Lien Loan at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned bank loan and recovery
ratings to the proposed $660 million senior secured credit
facilities of membership marketing company Vertrue Inc. (B+/Watch
Neg/--).  The proposed $460 million first-lien bank loan is rated
'B+', with a recovery rating of '2', indicating our expectation of
substantial (70%-90%) recovery in the event of a payment default.  
The first-lien facility consists of a $30 million revolving credit
facility due 2013 and a $430 million term loan due 2014.
     
At the same time, S&P assigned ratings to the company's
$200 million second-lien term loan due 2015.  The 'CCC+' bank loan
rating and recovery rating of '6' indicate S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.
      
The previously existing ratings on Norwalk, Connecticut-based
Vertrue, including the 'B+' corporate credit rating, remain on
CreditWatch with negative implications pending the completion of
the company's acquisition by private equity sponsors One Equity
Partners, Oak Investment Partners, and Rho Ventures.  After the
acquisition is completed, S&P expect to lower Vertrue's corporate
credit rating by one notch, to 'B' from 'B+', to assign a stable
outlook, and to withdraw the rating on the company's existing
debt, which is being redeemed.
     
"The ratings on Vertrue Inc. reflect some customer concentration
risk, the competitive and fragmented online personal-ads market,
and an acquisition-oriented growth strategy," said Standard &
Poor's credit analyst Deborah Kinzer.  "These factors are only
partially offset by the company's good market position in niche
consumer discount membership programs and its good recurring
revenue stream from renewals."
     
Vertrue designs and offers consumer discount membership programs
covering health care, personal finance, insurance, travel,
entertainment, fashion, and more.


WELLS FARGO: Fitch Assigns B Rating on $752,000 Class B-5 Certs.
----------------------------------------------------------------
Fitch Ratings has assigned these ratings to Wells Fargo mortgage
pass-through certificates, series 2007-9:

    -- $732,670,914 classes I-A-1 through I-A-9, I-A-PO, I-A-R,
       II-A-1 through II-A-3, and II-A-PO (senior certificates)
       'AAA';

    -- $13,909,000 class B-1 'AA';

    -- $1,504,000 class B-2 'A';

    -- $1,503,000 class B-3 'BBB';

    -- $752,000 class B-4 'BB';

    -- $752,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 2.55%
subordination provided by the 1.85% class B-1, the 0.20% class B-
2, the 0.20% class B-3, the 0.10% privately offered class B-4, the
0.10% privately offered class B-5, and the 0.10% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.  Class
B-6 is not rated by Fitch.

This transaction contains certain classes designated as
Exchangeable REMIC certificates and Exchangeable Certificates.

Exchangeable REMIC Certificates: I-A-2, I-A-3, I-A-4, I-A-6,
I-A-7, II-A-1, II-A-2.

Exchangeable Certificates: I-A-8, I-A-9, II-A-3.

All other classes are regular certificates.

All or a portion of certain classes of offered exchangeable REMIC
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered exchangeable REMIC certificates in the same manner.  This
process may occur repeatedly.  The classes of offered exchangeable
REMIC certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.  Offered exchangeable REMIC certificates and
exchangeable certificates in any combination may be exchanged only
in the proportions shown in the governing documents.  Holders of
exchangeable certificates will be the beneficial owners of a
proportionate interest in the certificates in the related
combination group and will receive a proportionate share of the
distributions on those certificates.

With respect to any distribution date, the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable certificates in any exchangeable combination on such
distribution date will be identical to the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable REMIC certificates in the related REMIC combination
on such distribution date.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A., currently rated 'RPS1' by
Fitch.

The transaction consists of 1,252 fixed interest rate, first lien
mortgage loans, with an original weighted average term to maturity
of approximately 30 years.  The aggregate unpaid principal balance
of the pool is $751,843,368 as of June 1, 2007, and the average
principal balance is $600,514.  The weighted average original
loan-to-value ratio of the loan pool is approximately 69.83%.  The
weighted average coupon of the mortgage loans is 5.921%, and the
weighted average FICO score is 755.  The states that represent the
largest geographic concentration are California (25.38%), Texas
(6.31%) and New York (6.15%).  All other states represent less
than 5% of the outstanding balance of the pool.


WELLS FARGO: Fitch Rates 2007-10 Class B-5 Certificates at B
------------------------------------------------------------
Fitch rates Wells Fargo's mortgage pass-through certificates,
series 2007-10, as:

    -- $1,637,818,638 classes I-A-1 - I-A-41, I-A-R, II-A-1
       through II-A-12 and A-PO senior certificates 'AAA';

    -- $37,416,000 class B-1 'AA';

    -- $10,204,000 class B-2 'A';

    -- $6,803,000 class B-3 'BBB';

    -- $3,402,000 class B-4 'BB';

    -- $1,701,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.70%
subordination provided by the 2.20% class B-1, 0.60% class B-2,
0.40% class B-3, 0.20% privately offered class B-4, 0.10%
privately offered class B-5 and 0.20% privately offered class B-6.  
The ratings on the class B-1, B-2, B-3, B-4, and B-5 certificates
are based on their respective subordination.  Class B-6 is not
rated by Fitch.

This transaction contains certain classes designated as
Exchangeable real estate mortgage investment conduit certificates
and Exchangeable Certificates.

Exchangeable REMIC Certificates: I-A-1, I-A-14, I-A-15, I-A-16,
I-A-17, I-A-18, I-A-23, I-A-24, I-A-25, I-A-26, I-A-27, II-A-2,
II-A-3.

Exchangeable Certificates: I-A-35, I-A-36, I-A-37, I-A-38, I-A-39,
I-A-40, I-A-41, II-A-12.

All other classes are regular certificates.

All or a portion of certain classes of offered exchangeable REMIC
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered exchangeable REMIC certificates in the same manner.  This
process may occur repeatedly.  The classes of offered exchangeable
REMIC certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.  Offered exchangeable REMIC certificates and
exchangeable certificates in any combination may be exchanged only
in the proportions shown in the governing documents.  Holders of
exchangeable certificates will be the beneficial owners of a
proportionate interest in the certificates in the related
combination group and will receive a proportionate share of the
distributions on those certificates.

With respect to any distribution date, the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable certificates in any exchangeable combination on such
distribution date will be identical to the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable REMIC certificates in the related REMIC combination
on such distribution date.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by
Fitch).

The transaction consists of 2,843 fixed interest rate first lien
mortgage loans, with an original weighted average term to maturity
of approximately 30 years.  The aggregate unpaid principal balance
of the pool is $1,700,746,271 as of June 1, 2007 (the cut-off
date), and the average principal balance is $598,222.  The
weighted average original loan-to-value ratio of the loan pool is
approximately 73.05%.  The weighted average coupon of the mortgage
loans is 6.346%, and the weighted average FICO score is 747.  The
states that represent the largest geographic concentration are
California (36.25%), New York (8.28%), and Virginia (6.29%). All
other states represent less than 5% of the outstanding balance of
the pool.


WELLS FARGO: Fitch Rates 2007-8 Class B-5 Certificates at B
-----------------------------------------------------------
Fitch rates Wells Fargo's mortgage pass-through certificates,
series 2007-8, as:

    -- $2,649,649,839 classes I-A-1 - I-A-23, I-A-R, II-A-1
       through II-A-16 and A-PO senior certificates 'AAA';

    -- $61,875,000 class B-1 'AA';

    -- $16,500,000 class B-2 'A';

    -- $8,250,000 class B-3 'BBB';

    -- $5,501,000 class B-4 'BB';

    -- $4,125,000 class B-5 'B'

The 'AAA' ratings on the senior certificates reflect the 3.65%
subordination provided by the 2.25% class B-1, 0.60% class B-2,
0.30% class B-3, 0.20% privately offered class B-4, 0.15%
privately offered class B-5 and 0.15% privately offered class B-6.  
The ratings on the class B-1, B-2, B-3, B-4, and B-5 certificates
are based on their respective subordination. Class B-6 is not
rated by Fitch.

This transaction contains certain classes designated as
Exchangeable real estate mortgage investment conduit certificates
and Exchangeable Certificates.

Exchangeable REMIC Certificates: I-A-3, I-A-4, I-A-6, I-A-7,
I-A-9, I-A-10, I-A-11, I-A-12, I-A-13, I-A-14, II-A-7, II-A-8.

Exchangeable Certificates: I-A-16, I-A-17, I-A-18, I-A-19, I-A-20,
I-A-21, I-A-22, I-A-23, II-A-16.

All other classes are regular certificates.

All or a portion of certain classes of offered exchangeable REMIC
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered exchangeable REMIC certificates in the same manner.  This
process may occur repeatedly.  The classes of offered exchangeable
REMIC certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.  Offered exchangeable REMIC certificates and
exchangeable certificates in any combination may be exchanged only
in the proportions shown in the governing documents.  Holders of
exchangeable certificates will be the beneficial owners of a
proportionate interest in the certificates in the related
combination group and will receive a proportionate share of the
distributions on those certificates.

With respect to any distribution date, the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable certificates in any exchangeable combination on such
distribution date will be identical to the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable REMIC certificates in the related REMIC combination
on such distribution date.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by
Fitch).

The transaction consists of 4,741 fixed interest rate first lien
mortgage loans, with an original weighted average term to maturity
of approximately 30 years.  The aggregate unpaid principal balance
of the pool is $2,750,025,946 as of June 1, 2007 (the cut-off
date), and the average principal balance is $580,052.  The
weighted average original loan-to-value ratio of the loan pool is
approximately 72.43%.  The weighted average coupon of the mortgage
loans is 6.316%, and the weighted average FICO score is 746.  The
states that represent the largest geographic concentration are
California (39.43%) and New York (6.08%).  All other states
represent less than 5% of the outstanding balance of the pool.


WERNER LADDER: July 9 Set as Administrative Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware sets
July 9, 2007, at 4:00 p.m., as the deadline for all persons
and entities to file requests for payment and allowance of
administrative expense claims in Werner Holding Co. (DE) Inc.
aka Werner Ladder Company and its debtor-affiliates'
Chapter 11 cases.

All Administrative Expense Claim requests must be sent to the
Debtors' claims agent, Werner Ballot Processing, c/o Kurtzman
Carson Consultants LLC, in El Segundo, California.

The Court exempts these claims from the Administrative Claims
Bar Date:

  (a) Administrative Expense Claims of Loughlin Meghji +
      Company Associates, Inc., James J. Loughlin, Jr., or any
      Loughlin Meghji personnel that have served or are serving
      as of the Administrative Claims Bar Date, as temporary
      officers or employees of the Debtors with respect to any
      claim related to:

         * an order terminating the employment of Loughlin
           Meghji as the Debtors' restructuring consultants;

         * an agreement with Loughlin Meghji to employ Mr.
           Loughlin and provide additional temporary staff for
           the Debtors;

         * a December 2006 engagement agreement between the
           Debtors and Loughlin Meghji; and

         * the postpetition service of Mr. Loughlin or any
           other Loughlin Meghji personnel as an officer or
           employee of the Debtors;

  (b) Administrative Expense Claims of any professional
      retained and employed by the Debtors or the Official
      Committee of Unsecured Creditors relating to professional
      services performed and expenses incurred on and after the
      Petition Date;

  (c) any claim of the Debtors' current employee who becomes an
      employee of New Werner Holdings Co. (DE), LLC, for
      payroll, bonus, commission pay, vacation pay and holiday
      pay;

  (d) any claim against the Debtors relating to trade
      obligations that arose in the ordinary course of the   
      Debtors' business on or after the Petition Date;

  (e) any claim of the Debtors' customers who are listed on the
      schedules of the Asset Purchase Agreement arising from
      the sale of products in the ordinary course of business
      pursuant to product warranties, product guarantees,
      product returns, customer programs and rebates;

  (f) any claim that otherwise is an Assumed Liability of
      Newco;

  (g) any Administrative Expense Claims that has been paid by
      the Debtors in the ordinary course of business, which
      have been satisfied or that can no longer be asserted;

  (h) any claim that has been allowed by stipulation or a Court
      order, or proof of which has been filed with the Court;
      and

  (i) fees payable to the United States Trustee pursuant to
      28 U.S.C. Section 1930.

The Court also approves the form and manner of the
Administrative Bar Date Notice.

The Court rules that any Administrative Expense Claimant who
fails to file a request on or before the Bar Date will be:

  -- forever barred, estopped, and enjoined from asserting a   
     claim against the Debtors, and the Debtors and their
     properties will be forever discharged from any and all
     indebtedness with respect to those claims; and

  -- disallowed to participate in any distribution in the
     Debtors' Chapter 11 cases on account of the Administrative
     Expense Claim, or to receive further notices regarding
     that claim.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--   
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)


WESTWAYS FUNDING: Fitch Assigns BB Rating on Class P Notes
----------------------------------------------------------
Fitch assigns these ratings to Westways Funding XI, Ltd., which
closed June 27, 2007:

    -- $202,000,000 class A-PT floating-rate senior notes, due
       2013 'AAA';

    -- $30,000,000 class LA senior Loan Interests, due 2013 'AAA';

    -- $191,750,000 class A-1 floating-rate senior notes, due 2013
       'AAA';

    -- $63,000,000 class A-2 floating-rate senior notes, due 2013
       'AAA';

    -- $31,500,000 class B floating-rate senior subordinate notes,
       due 2013 'AA';

    -- $21,500,000 class LB senior subordinate Loan Interests, due
       2013 'AA';

    -- $31,500,000 class C floating-rate subordinate notes, due
       2013 'A';

    -- $8,500,000 class LC subordinate loan interests, due 2013
       'A';

    -- $31,500,000 class D floating-rate junior subordinate notes,
       due 2013 'BBB';

    -- $82,200,000 class E Income notes, due 2013 'BB';

    -- $281,520,000 class P notes, due 2013 'AA+'.


* S&P Takes Various Rating Actions on 63 Classes
------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on
various U.S. synthetic CDO transactions:

    * S&P raised 12 ratings and removed them from CreditWatch
      positive;

    * lowered 25 ratings and removed them from CreditWatch
      negative;

    * lowered 10 ratings and left them on CreditWatch negative;
      lowered eight ratings;

    * affirmed seven ratings and removed them from CreditWatch
      positive; and

    * affirmed one rating and removed it from CreditWatch
      negative.
     
If the SROC ratio was above 100% at the next higher rating level,
S&P raised the rating on the tranche.  If the SROC ratio was lower
than 100% at the current date and at a 90-day-forward projected
date, S&P lowered the rating on the tranche.  Ratings that S&P
affirmed had SROC ratios above 100% at the current rating levels.

                         Ratings List

                   ARES High Yield CSO Ltd.

                                      Rating
                                      ------
         Class                 To                 From
         -----                 --                 ----
         C                     AA                 AA/Watch Pos      
         D                     AA                 AA/Watch Pos      
         E-1                   A+                 A/Watch Pos       
         E-2                   A+                 A/Watch Pos       
         G                     BBB                BBB/Watch Pos     
         2C                    AA                 AA/Watch Pos      
         2D-1                  AA                 AA/Watch Pos      
         2D-2                  AA                 AA/Watch Pos      
         2E-1                  A+                 A/Watch Pos      
         2E-2                  A+                 A/Watch Pos      
         2G                    BBB                BBB/Watch Pos      
          

                          Cloverie PLC
                         Series 2006-008

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Notes                 BBB             BBB+/Watch Neg
          
         
                      Credit Default Swap
    Swap Risk Rating-Protection Buyer, CDS Reference #NFDKW
         
                                     Rating
                                     ------
         Class                 To              From
         -----                 --              -----
         Tranche               BBB-srb         BBBsrb
          
        
                      Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #NFDKX
          
                                     Rating
                                     ------
         Class                 To              From
         -----                 --              -----
         Tranche               BBB-srb         BBBsrb
          
         
                      Credit Default Swap
     Swap Risk Rating-Protection Buyer, CDS Reference #NFDKY
          
                                     Rating
                                     ------
         Class                 To              From
         -----                 --              -----
         Tranche               BBB-srb         BBBsrb
          
         
  Credit Default Swap Between The Bank of Nova Scotia & Script  
                      Securitisation Ltd.

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              -----
         Tranche               A+srp           AAsrp/Watch Neg
          
         
                   Credit Linked Notes Ltd.
                        Series 2006-1

                                      Rating
                                      ------
         Class                 To               From
         -----                 --               ----
         Notes                 A/Watch Neg      A+/Watch Neg
          

                  Crown City CDO 2005-1 Ltd.

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         C                     A-/Watch Neg    A/Watch Neg
         D                     BB+             BBB-/Watch Neg
         E-1                   BB-/Watch Neg   BB/Watch Neg
         E-2                   BB-/Watch Neg   BB/Watch Neg
          

                  Crown City CDO 2005-2 Ltd.

                                      Rating
                                      ------
         Class                 To              From
         -----                 --              ----
         B-1                   A+/Watch Neg    AA/Watch Neg
         B-2                   A+/Watch Neg    AA/Watch Neg
         C                     BBB+            A/Watch Neg
         D                     BB              BBB-/Watch Neg
         D-2                   BB              BBB-/Watch Neg
         E                     BB-             BB/Watch Neg
          

            High Grade Structured Credit 2004-1 Ltd.

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         D                     A+              AA/Watch Neg   
         E                     A               A+/Watch Neg   
          

                     Kenmare 2005-I Ltd.

                                     Rating
                                     ------
         Class                 To               From
         -----                 --               ----
         Notes                 A               A+/Watch Neg
          

                   Morgan Stanley ACES SPC
                        Series 2006-33

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         E                     BB+             BB/Watch Pos
          

                   Morgan Stanley ACES SPC
                       Series 2006-37

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Class IA              BBB+            A-/Watch Neg
         Class IB              BBB+            A-/Watch Neg    
          

                   Morgan Stanley ACES SPC
                        Series 2007-2

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Class IA              AA+             AAA/Watch Neg
         Class IB              AA+             AAA/Watch Neg   
          

               Morgan Stanley Managed ACES SPC
                        Series 2007-4

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         IIA                   AA-             AA-/Watch Neg
          

                     Morgan Stanley ACES SPC
                         Series 2007-8

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         A1                    AA              AAA/Watch Neg
         A2                    AA              AAA/Watch Neg
         IA                    A+              AA/Watch Neg
         IB                    A+              AA/Watch Neg
         IIA                   A+/Watch Neg    AA/Watch Neg
          

                    Morgan Stanley ACES SPC
                        Series 2007-11

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Note                  BBB-            BBB
          

                   Morgan Stanley ACES SPC
                       Series 2007-13

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         IIA                   AA+             AAA
         IIB                   AA+             AAA
         IIIA                  AA-             AA
         IIIB                  AA-             AA
          

                        Oban Trust
                       Series 2006-1

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         IIA                   BBB+            A-/Watch Neg
          

                      Pallas SCDO 2002-1 Ltd.

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         B                     AAA             AA/Watch Pos    
         C                     AA              BBB-/Watch Pos  
         D                     BBB-            BB+/Watch Pos   
          

                     Prelude Europe CDO Ltd.
                         Series 2006-1

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Notes                 A-              A/Watch Neg
          

                    Prelude Europe CDO Ltd.
                        Series 2006-2

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Notes                 A-              A+/Watch Neg
          

                        Robania CDO Ltd.

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         B-1                   A               BBB+/Watch Pos
         B-2                   A               BBB+/Watch Pos
         B-3                   A               BBB+/Watch Pos
          

                   Rutland Rated Investments
                      Series 2006-2 (28)

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Notes                 AAA             AA+/Watch Pos
          

                         SPGS SPC
               ABSpoke Portfolio I 2006-IIC

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Var notes             A-              A/Watch Neg
          

                       Terra CDO SPC Ltd.
                 Series 2007-1 SEGREGATED PORT

                                      Rating
                                      ------
         Class                 To              From
         -----                 --              ----
         A1                    AA+/Watch Neg   AAA/Watch Neg
         B1                    AA-/Watch Neg   AA/Watch Neg
          
         TIERS Alaska Floating Rate Credit Linked Trust
                        Series 2007-2

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Certs                 BB              BBB-/Watch Neg
          

  TIERS Montana Floating Rate Credit Linked Trust Series 2007-3

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Certificate           AA+             AAA/Watch Neg
          

                         Tribune Ltd.
                          Series 26

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Aspen B-2             BBB             BBB+/Watch Neg
          

                         Tribune Ltd.
                          Series 28

                                     Rating
                                     ------
         Class                 To              From
         -----                 --              ----
         Aspen 2006-1 A-3      A/Watch Neg     AA/Watch Neg


* BOND PRICING: For the week of June 25 - June 29, 2007
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
Acme Metals Inc                      12.500%  08/01/02      0
Aladdin Gaming                       13.500%  03/01/10      0
ANI-DFLT07/05                         8.625%  10/01/07     71
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     68
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     66
Dura Operating                        8.625%  04/15/12     66
Dura Operating                        9.000%  05/01/09     10
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     22
Florsheim Group                      12.750   09/01/02      0
Ford Motor Co                         6.375%  02/01/29     74
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     16
Iridium LLC/CAP                      11.250%  07/15/05     16
Iridium LLC/CAP                      13.000%  07/15/05     19
Iridium LLC/CAP                      14.000%  07/15/05     16
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
Kmart Corp                            9.780%  01/05/20      8
Lehman Bros Holding                  10.000%  10/30/13     69
Liberty Media                         3.750%  02/15/30     62
Liberty Media                         4.000%  11/15/29     66
Lifecare Holding                      9.250%  08/15/13     67
Motorola Inc                          5.220%  10/01/97     72
Movie Gallery                        11.000%  05/01/12     72
New Orl Grt N RR                      5.000%  07/01/32     67
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
Nutritional Src                      10.125%  08/01/09     66
Oakwood Homes                         7.875%  03/01/04     11
Oakwood Homes                         8.125%  03/01/09     11
Oscient Pharma                        3.500%  04/15/11     74
Pac-West Telecom                     13.500%  02/01/09     25
Pac-West Telecom                     13.500%  02/01/09     11
Pegasus Satellite                     9.625%  10/15/49      0
Pegasus Satellite                    12.375%  08/01/08      0
Pegasus Satellite                    12.500%  08/01/07      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.350%  03/28/11      2
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                         7.250%  01/15/07      0
Polaroid Corp                        11.500%  02/15/06      0
Primus Telecom                        3.750%  09/15/10     70
Primus Telecom                        8.000%  01/15/14     72
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      0
Read-Rite Corp                        6.500%  09/01/04      0
RJ Tower Corp.                       12.000%  06/01/13      5
Scott Cable Comm                     16.000%  07/18/02      0
SLM Corp                              5.000%  03/15/30     74
SLM Corp                              5.400%  03/15/30     73
SLM Corp                              5.550%  06/15/28     75
SLM Corp                              5.600%  12/15/29     74
SLM Corp                              5.750%  12/15/29     74
SLM Corp                              5.750%  03/15/30     75
Spacehab Inc                          5.500%  10/15/10     53
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     68
Tousa Inc                             7.500%  01/15/15     63
Tousa Inc                            10.375%  07/01/12     74
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      2
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

                             *********

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
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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
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                    *** End of Transmission ***