TCR_Public/070711.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, July 11, 2007, Vol. 11, No. 162

                             Headlines

201 FOREST: Can Access Cash Collateral on Interim Basis
ADVANCED MICRO: Special Stockholders Meeting Set for July 16
AKRON THERMAL: Section 341(a) Creditors Meeting Slated on Aug. 16
AKRON THERMAL: Court Approves Schottenstein Zox as Counsel
AKRON THERMAL: Trustee Appoints Three-Member Creditors' Committee

AMERICAN CAPITAL: Concludes Investment in EAG Acquisition
AMERICAN CAPITAL: Moody's Rates $5BB Shelf Registration at (P)Ba1
ARION INSURANCE: Chapter 15 Petition Summary
ASARCO LLC: Wants Court to Approve Settlement with Gerald Metals
AXA INSURANCE UK: Chapter 15 Petition Summary

BAKER MACHINE: Case Summary & 18 Largest Unsecured Creditors
BANC OF AMERICA: Moody's Assigns Low-B Ratings on Five Certs.
BEAR STEARNS: Moody's Assigns Low-B Ratings on Two Certificates
BICENT POWER: Moody's Puts Definitive Ratings on Credit Facilities
BNC MORTGAGE: Moody's Assigns Low-B Ratings to Two Certificates

C-BASS: Moody's Rates Class M-10 Certificates at Ba1
CARDTRONICS INC: Moody's Junks Rating on Proposed $125 Mil. Notes
CONCENTRA OPERATING: Earns $5.5 Million in Quarter Ended March 31
CONEXANT SYSTEMS: L. Brewster Granted 200,000 Shares of Stock
COPA CASINO: S&P Lifts Corporate Credit Rating to B+ from B

CORPORACION DURANGO: Fitch Rates Proposed $520 Mil. Notes at B+
COVENTRY HEALTH: Moody's Affirms Senior Unsec. Debt's Ba1 Rating
DAE AVIATION: High Leverage Cues S&P's B+ Corp. Credit Rating
DAKS LLC: Case Summary & Six Largest Unsecured Creditors
DANA CORP: Mauritius Unit Closes 4% Capital Buy of Dongfeng Dana

DELPHI CORP: Formally Terminates Cerberus Capital Agreement
DESIGNER DOORS: Voluntary Chapter 11 Case Summary
DEUTSCHE ALT-A: Moody's Assigns Low-B Ratings on Two Certificates
DISTRIBUTION FINANCIAL: S&P Lowers Rating on Class D Notes to B
EDUCATE INC: S&P Holds CCC+ Rating on Second-Lien Facility

FIRST HORIZON: Fitch Places B Ratings on Watch Negative
FRASER PAPERS: Financial Risk Cues S&P to Cut Rating to CCC-
FREESCALE SEMICONDUCTOR: Launches Exchange Offers for Senior Notes
GENESIS HEALTHCARE: Senior Notes Tender Offer Expires Today
GOLDMAN SACHS: Fitch Places B Ratings Under Negative Watch

GOLUB CAPITAL: S&P Rates $20.25 Million Class E Notes at BB
GS MORTGAGE: Moody's Assigns Low-B Ratings on Five Certificates
H20 FIRE: Voluntary Chapter 11 Case Summary
HARBOURVIEW CDO: Moody's Downgrades Rating on Class B Notes to C
HEALTHSOUTH CORP: Closes Sale of Surgery Division to TPG

INDEVUS PHARMA: Commences Exchange Offer for 6.25% Senior Notes
INDYMAC IMSC: Moody's Rates Class B-10 Certificates at Ba2
INSIGHT HEALTH: Court Confirms Pre-Packaged Chapter 11 Plan
INVENTIV HEALTH: Completes Acquisitions of Chandler Chicco & AWAC
IRIDIUM OPERATING: Court Moves Excl. Plan Filing Period to Nov. 14

K&F INDUSTRIES: Commences Cash Tender Offer for $315 Million Notes
KENDLE INT'L: Wants to Offer $150 Million of Convertible Notes
LIBERTY MEDIA: Earns $369 Million in Quarter Ended March 31
LOTHIAN OIL: U.S. Trustee Sets July 23 Organizational Meeting
LOTHIAN OIL: Court Sets Oct. 21 as Claims Filing Deadline

MICROISLET INC: Four Individuals Appointed to Board of Directors
MOLZAN INC: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: Moody's Pus Low-B Ratings on Six 2005-IQ10 Certs.
OMNICARE INC: Earns $43 Million in Quarter Ended March 31
POLYTECHNIC UNIVERSITY: Moody's Withdraws $85.3MM Bond's B1 Rating

PORTRAIT CORP: Insurers Balks at Joint Second Amended Plan
PRIDE INT'L: Inks $612 Million Purchase Pact with Samsung Heavy
PRIDE INT'L: Increases Salaries and Bonuses of Executive Officers
PRIMUS CLO: S&P Puts Preliminary BB Rating on $15.5 Million Notes
QUEBECOR MEDIA: Plans to Offer $750 Million of Senior Notes

QUEBECOR MEDIA: Moody's Rates New $750 Million Notes at B2
QUEBECOR MEDIA: S&P Rates Proposed $750 Million Senior Notes at B
RAG SHOPS: Gets Court Nod to Sell Substantially All Assets
REALOGY CORP: Closes Change of Control Offer for $1.2 Bil. Notes
RONCO CORP: Former CEO Charges SMH with Lack of Due Diligence

SAN GABRIEL: S&P Puts Preliminary BB Rating on $16.5 Mil. Notes
SEA CONTAINERS: Provides Update on FSD Warning from U.K. Regulator
SEQUA CORP: Carlyle Group Agreement Cues Moody's to Review Ratings
SERVICEMASTER CO: Fitch Downgrades Issuer Default Rating to B
SILVERCREEK WOODWORKS: Case Summary & 18 Largest Unsec. Creditors

SILVERTON CASINO: S&P Assigns Corporate Credit Rating at B
SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at (P)Ba1
STILLWATER MINING: Unions Calls For Strike Today
STRUCTURED ASSET: Fitch Downgrades Ratings on Two Cert. Classes
STRUCTURED ASSET: Fitch Junks Ratings on Five Certificate Classes

THREE ANGELS-GA: Case Summary & Largest Unsecured Creditor
VERTICAL CRE: Fitch Affirms BB- Rating on $4 Million Class H Notes
WACHOVIA BANK: Moody's Assigns Low-B Ratings to Six Certificates
WASHINGTON MUTUAL: Fitch Affirms BB- Ratings on Two Cert. Classes
WIRELESS AGE: CFO Agrees to Cut Annual Pay to CDN$100,000

WIRELESS AGE: Posts $7.4 Million Revenues in Quarter Ended June 30
YEARLING-BURRY 15: Case Summary & Two Largest Unsecured Creditors

* Seyfarth Shaw Adds David Wiseblood to San Francisco Practice

* Upcoming Meetings, Conferences and Seminars

                             *********

201 FOREST: Can Access Cash Collateral on Interim Basis
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Western Division, gave 201 Forest Street LLC, authority, on an
interim basis, to use up to $150,000 of the cash collateral
securing repayment of the Debtor's obligation to ING Investment
Management Services LLC and LBM Financial LLC.

The Court ruled that the interim order is to be used only for
current payroll, payroll taxes and post-petition expenses, only to
the extent necessary to avoid immediate and irreparable harm to
the estate pending a final hearing.

A final hearing to consider the Debtor's request is scheduled on
Aug. 14, 2007.

The Debtor owns and operates two commercial office buildings on
its real property located in Marlborough, Mass.  ING holds a first
mortgage on the property to secure a claim of approximately
$4,600,000.  LBM holds a second mortgage on the property to secure
an asserted claim of $5,003,243.

As adequate protection, the Debtor will continue to make
approximately $40,929 in monthly payments to ING and will grant
both ING and LBM replacement liens with the same priority,
validity and enforceability as their respective prepetition liens.

Headquartered in Marlborough, Mass., 201 Forest Street LLC filed a
chapter 11 petition on June 19, 2007 (Bankr. D. Mass. Case No.
07-42296).  Christian J. Urbano, Esq., Christopher  M. Condon,
Esq., and D. Ethan Jeffery, Esq., at Hanify & King PC represent
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been  appointed in this case to date.  
When 201 Forest sought protection from its creditors, it listed
assets and debts between $1 million to $100 million.


ADVANCED MICRO: Special Stockholders Meeting Set for July 16
------------------------------------------------------------
Advanced Micro Devices Inc. will hold a special Meeting of
Stockholders at 9:00 a.m. CDT (10:00 a.m. EDT) on Monday, July 16,
2007 at The Hilton Austin Airport Hotel in Austin, Texas.

At the meeting, the company will vote on an amendment to increase
the size of an employee stock-purchase plan by 8 million shares,
the Wall Street Journal Reports, citing company spokesman Drew
Prairie.

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

                          *     *     *

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



AKRON THERMAL: Section 341(a) Creditors Meeting Slated on Aug. 16
-----------------------------------------------------------------
The U.S. Trustee of Region 9 will convene a meeting of creditors
of Akron Thermal L.P., on Aug. 16, 2007, at 01:30 p.m., at First
Energy Building.

This is the first meeting of creditors required under 11 U.S.C.
Section 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Akron, Ohio, Akron Thermal L.P. --
http://www.thermalventures.com/operates a public utility located  
in the City of Akron, Ohio, and provides heating services
commercial and residential properties.  The company filed for
protection on June 18, 2007 (Bankr. N.D. Ohio Case No. 07-51884).
No Official Committee of Unsecured Creditors has been appointed in
this case to date.  When the Debtors filed for bankruptcy, they
listed assets and debts between $1 million to $10 million.  


AKRON THERMAL: Court Approves Schottenstein Zox as Counsel
----------------------------------------------------------
The Honorable Marilyn Shea-Stonum of the United States Bankruptcy
Court for the Northern District of Ohio gave Akron Thermal LP
permission to employ Schottenstein Zox & Dunn Co. LPA, as its
counsel.

As the Debtor's counsel, the firm is expected to:

   a. advise the Debtor of its rights, obligations and duties as
      debtor-in-possession;

   b. prepare and file all necessary pleadings;

   c. assist the Debtor in preparing a disclosure statement and
      negotiating and formulating a plan of reorganization;

   d. provide bankruptcy advice; and

   e. perform any and all legal services which may be necessary
      herein and related matters.

The Debtor tells the Court that Daniel R. Swetnam, Esq., a firm's
attorney, will bill $375 per hour and will serve as the Debtor's
lead attorney.

The firm's professionals billing rates:

   Professionals               Designation     Hourly Rate
   -------------               -----------     -----------
   Robert M. Stefancin, Esq.     Attorney         $340
   Daniel M. Anderson, Esq.      Attorney         $340
   Tyson A.Crist, Esq.           Attorney         $250
   Nell Chambers                 Paralegal        $120

   Designation                 Hourly Rate
   -----------                 -----------
   Attorneys                   $200 - $475
   Paralegals                     $120             
   
The Debtor paid the firm $75,000 for bankruptcy related services.

Mr. Swetnam assures the Court that he 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.

Mr. Swetnam can be reached at:

   Daniel R. Swetnam, Esq
   Schottenstein Zox & Dunn Co. LPA
   8044 Montgomery Road, Suite 700
   Cincinnati, Ohio 45236-2926
   Tel: (513) 792-0792
   http://www.szd.com/

Headquartered in Akron, Ohio, Akron Thermal L.P. --
http://www.thermalventures.com/operates a public utility located  
in the City of Akron, Ohio, and provides heating services
commercial and residential properties.  The company filed for
protection on June 18, 2007 (Bankr. N.D. Ohio Case No. 07-51884).
No Official Committee of Unsecured Creditors has been appointed in
this case to date.  When the Debtors filed for bankruptcy, they
listed assets and debts between $1 million to $10 million.


AKRON THERMAL: Trustee Appoints Three-Member Creditors' Committee
------------------------------------------------------------------
The U.S. Trustee of Region 9 appointed a three member to serve on
an Official Committee of Unsecured Creditors in Akron Thermal LP's
Chapter 11 cases:

   a. Christine M. Weber
      Ohio Edison Company
      76 South Main Street
      Akron, Ohio 44308
      Tel: (330) 384-5803
      Fax: (330) 384-3875

   b. Christine M. Weber
      North Coast Energy, Inc.
      One GOJO Plaza, Suite 325
      Akron, Ohio 44311
      Tel: (330) 572-8452
      Fax: (330) 572-8497

   c. Harry J. Ragsdale
      Thermal Engineering Group, Inc.
      105 Hazel Path Court, Unit #2
      Hendersonville, Tennessee 37075
      Tel: (615) 264-2611
      Fax: (615) 264-2615

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

Headquartered in Akron, Ohio, Akron Thermal L.P. --
http://www.thermalventures.com/operates a public utility located  
in the City of Akron, Ohio, and provides heating services
commercial and residential properties.  The company filed for
protection on June 18, 2007 (Bankr. N.D. Ohio Case No. 07-51884).
No Official Committee of Unsecured Creditors has been appointed in
this case to date.  When the Debtors filed for bankruptcy, they
listed assets and debts between $1 million to $10 million.


AMERICAN CAPITAL: Concludes Investment in EAG Acquisition
---------------------------------------------------------
American Capital Strategies Ltd. has concluded the investment in
its portfolio company EAG Acquisition LLC and its operating
subsidiary Evans Analytical Group LLC through an initial public
offering of ordinary shares by a newly formed holding company, EAG
Limited.

American Capital sold its shares in the offering and EAG's shares
have been admitted to the Official List of the U.K. Financial
Services Authority and are traded on the London Stock Exchange's
Alternative Investment Market for listed securities under the
symbol EAG.

American Capital realized a gain in the second quarter of 2007 of
$51 million on its exit of EAG and recognized total proceeds of
$158 million upon the exit, earning an 80% compounded annual rate
of return on its investment, including interest, dividends and
fees earned over the life of American Capital's investment.

Together with its affiliate American Capital Equity I, LLC, the
combined American Capital group realized an inception-to-date
realized aggregate gain of $72 million from the exit, earning an
aggregate 96% compounded annual rate of return on their
investments, including interest, dividends and fees earned over
the life of their investments.

Together, American Capital and ACE I realized approximately 11
times their original equity investment in EAG with an aggregate
equity IRR of 315%.  The proceeds received by American Capital
were greater than its first quarter 2007 valuation of the
investment by $25 million, or 21%.  As part of the transaction,
American Capital has committed to a new $50 million revolving
credit facility in EAG.

This is American Capital's second portfolio company IPO on the
London Stock Exchange in the past two months.  In May, the
ordinary shares of European Capital Limited, a buyout and
mezzanine debt investment firm, were admitted to the Official List
of the U.K. Financial Services Authority and are now traded on the
London Stock Exchange's main market.  European Capital now has a
market capitalization of $1.5 billion and EAG now has a market
capitalization of over $370 million.

"We are extremely pleased with the results of our investment in
Evans Analytical and delighted with the company's successful IPO,"
said Malon Wilkus, American Capital Chairman, Chief Executive
Officer and President.  "In less than two years, our Special
Situations Group worked diligently with the EAG management team to
rescue the company out of a bankruptcy process involving a
distressed parent company and build the company through a series
of acquisitions into an outstanding global provider of
microanalytical surface analysis and materials characterization
services.  The combined efforts and hard work positioned the
company for its IPO."

"Since first investing in the formation of EAG in 2005, the
company has grown significantly through strategic acquisitions,
which have broadened its range of testing capabilities to include
substantially all of the major surface analysis techniques and
also expanded its market reach, with an especially meaningful
presence in Europe," said Myung Yi, Managing Director, American
Capital Special Situations Group.  "We've remained impressed with
the direction of the management team and their ability to
successfully and seamlessly integrate eight acquisitions and
exceed growth targets throughout our investment period.  We
believe that EAG is in a strong position to thrive as a public
company and continue its growth trajectory with the support of its
investors and new capital resources."

In September 2005, American Capital invested $34 million in EAG.
EAG was formed by American Capital, the management of EAG and
Auriga Partners Inc., in order to purchase the assets of the
Charles Evans and Associates laboratories from High Voltage
Engineering Corporation, a company that has emerged from
bankruptcy.  The transaction was authorized by the U.S. Bankruptcy
Court for the District of Massachusetts under Section 363 of the
U.S. Bankruptcy Code.  The transaction also involved the purchase
by EAG of the interests not owned by High Voltage in three EAG
affiliated entities, Evans East, Evans Texas and Cascade
Scientific Labs Inc. American Capital's investment took the form
of a revolving credit facility, senior term loan, senior
subordinated debt and redeemable preferred equity.

Since the original funding, American Capital made subsequent
investments totaling $91 million in EAG, which took the form of
additional senior term loans, additional senior subordinated debt
and an increased revolving credit facility.

"American Capital has been greatly committed to EAG, providing the
capital resources we needed to acquire complementary companies and
build a strong operating platform.  Their commitment, in depth
understanding of our business and goals and valuable experience in
growing companies has enabled us to reach this next phase of
growth," said David Lahar, Evans Analytical Executive Chairman.

                            About EAG

Based in Sunnyvale, California, Evans Analytical Group (LSE: EAG)  
-- http://www.eaglabs.com/-- is a full service commercial  
analytical lab network serving a diversified high technology and
industrial customer base of over 1,500 companies in over 35
countries.  EAG provides a comprehensive suite of microanalytical
imaging, surface analysis and materials characterization services
as well as semiconductor circuit repair and failure analysis
testing.  EAG's services are a critical enabling component in
research & development, manufacturing and sales support functions,
and are used specifically in developing new processes or
materials, transferring those processes to production, developing
and qualifying new production tools, and solving manufacturing
yield problems.

The company filed, for the second time, Chapter 11 protection on
March 1, 2004 (Bankr. D. Mass. Case No. 04-11586), and emerged
from bankruptcy on Aug. 1, 2006.

                      About American Capital

American Capital Strategies Ltd. (Nasdaq: ACAS) --
http://www.americancapital.com/-- is a publicly traded buyout and   
mezzanine fund with capital resources of approximately $7 billion.  
American Capital invests in and sponsors management and employee
buyouts, invests in private equity buyouts, provides capital
directly to early stage and mature private and small public
companies and through its asset management business is a manager
of debt and equity investments in private companies and commercial
loan obligations.  American Capital provides senior debt,
mezzanine debt and equity to fund growth, acquisitions,
recapitalizations and securitizations.  American Capital can
invest up to $300 million per transaction.


AMERICAN CAPITAL: Moody's Rates $5BB Shelf Registration at (P)Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned a Baa2 rating to American
Capital Strategies, Ltd. $500 million combined debt offering.  

In addition, Moody's assigned a (P)Baa2 senior, unsecured and a
(P)Ba1 preferred stock rating to ACAS's $5 billion shelf
registration.  The ratings outlook is stable.

The Baa2 senior rating reflects ACAS's demonstrated strong
operating performance through multiple economic cycles since its
IPO in 1997.  The company maintains a highly diversified
investment portfolio, which helps to protect against a regional or
sector performance downturn and is a credit positive.

Moody's also recognizes ACAS's commitment to strong portfolio due
diligence through its dedicated Finance Accounting Compliance
Team.  In Moody's view, as the company continues grow quickly, it
will be imperative for ACAS to increase its due diligence
resources.  Moody's expects that this will occur.

From a financial metrics perspective, ACAS is well positioned,
particularly due to the company's substantial equity base.  BDC
regulations require ACAS to effectively maintain leverage below
one to one, which is significant.  ACAS's sizeable equity cushion
provides its debt holders with considerable protection in the
event portfolio valuations decline.

Moody's said that there are a number of risks that balance these
positive attributes.  First, ACAS has demonstrated a substantial
increase in its portfolio as the company has grown both debt and
equity investments, particularly during the last few years.  
Moody's stated that this growth has come at a time when there has
been very limited stress in the US economy and in corporate credit
generally.  While growth to date appears well managed, there is a
risk that the portfolio will not perform as anticipated when
conditions weaken.  Furthermore, ACAS is entering additional
industry segments for investments and is pursuing a strategy of
increasing its focus on managing assets owned by outside parties.
The firm's growth as well as these initiatives could strain the
firm's resources.

Other risks include the subjective nature of the private middle
market company valuation process, substantial shareholder dividend
requirements, and pressure on lending yields, as competition
remains intense.

These ratings were assigned:

-- Senior Unsecured Shelf Rating (P)Baa2
-- Preferred Stock Shelf Rating (P)Ba1
-- Senior Unsecured Rating Baa2

American Capital Strategies, Ltd. (NASDAQ: ACAS) is headquartered
in Bethesda, Maryland, and reported assets of about $9.1 billion
at March 31, 2007.


ARION INSURANCE: Chapter 15 Petition Summary
--------------------------------------------
Petitioner: Tasmin Victoria Walker

Debtor: Arion Insurance Company Ltd.
        Cannon's Court
        22 Victoria Street
        Hamilton HM EX, Bermuda

Case No.: 07-12108

Type of Business: The Debtor is a Bermuda insurance company.

Chapter 15 Petition Date: July 9, 2007

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Petitioner's Counsel: Kenneth P. Coleman, Esq.
                      Allen & Overy LLP
                      1221 Avenue of Americas
                      New York, NY 10022
                      Tel: (212) 610-6300
                      Fax: (212) 610-6399

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million


ASARCO LLC: Wants Court to Approve Settlement with Gerald Metals
----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to approve a settlement with
Gerald Metals, Inc.

ASARCO LLC and Gerald Metals, Inc. are parties to certain
contracts and agreements for the exchange, purchase and toll
conversion of certain copper concentrates.  

ASARCO rejected certain of the Gerald Agreement, which resulted to
Gerald filing Claim No. 8351 against ASARCO.

In May 2006, ASARCO commenced a complaint against Gerald seeking
the payment of approximately $7,100,000 in debt that Gerald
allegedly owed on prepetition invoices.  ASARCO also objected to
Claim No. 8351.

In June that year, ASARCO amended its complaint, adding a claim
seeking the turnover of approximately 534,718 pounds of copper
that were allegedly overshipped to Gerald.  The value of the
overshipped metals using ASARCO's calculations would have been
$1,220,000.  Gerald asserted that only 352,460 pounds of copper
were overshipped.  

After more than a year of discovery and negotiations, ASARCO and
Gerald agreed to resolve their disputes and entered into a
settlement agreement.

The Settlement generally provides that:

   (a) Gerald will pay to ASARCO $5,587,656, which will
       extinguish both Gerald's prepetition debt and the
       Overshipped Metals Dispute.

   (b) Claim No. 8351 will be allowed as an unsecured claim for
       $12,304,158.

   (c) Mutual releases will be executed, releasing parties from
       all claims, obligations and liabilities under the Gerald
       Agreements and the Adversary Proceeding.

   (d) The Adversary Proceeding will be dismissed with prejudice
       and without costs to either party.

   (e) Disputes between the parties related to delivery of one
       rail car will remain open.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--     
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


AXA INSURANCE UK: Chapter 15 Petition Summary
---------------------------------------------
Petitioner: Philip Heitlinger

Lead Debtor: A.X.A. Insurance U.K., P.L.C.

Case No.: 07-12110

Debtor-affiliates filing separate Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
        Ecclesiastical Insurance Office, P.L.C.    07-12111

        Global General and Reinsurance Company     07-12112
        Limited

        M.M.A. I.A.R.D. Assurances Mutuelles       07-12113

Type of Business: The Debtors had written reinsurance business in
                  the London market through a reinsurance pool
                  that went into a run-off on November 1, 2002.  

                  Reinsurance pools that enter into a run-off,
                  typically completes in 20 or more years, cease
                  underwriting new business and seek to determine,
                  settle and pay all liquidated claims of their
                  insureds as they rise.  To shorten the run-off
                  and reduce administrative cost, the Debtors have
                  each entered into a scheme of arrangement under
                  English Law (collectively, the "Schemes".  The
                  Schemes apply to all business written by the
                  companies within the pool.

                  On February 28, 2007 the companies met with
                  Scheme Creditors, after being allowed by the
                  High Court in the UK in December 12, 2006.  The
                  High Court also confirmed that the Petitioner,
                  Philip Heitlinger, has authority to request
                  recognition and a permanent injunction order
                  under Chapter 15 of the Bankruptcy Code on the
                  December 12 order.  On July 9, 2007, the High
                  Court sanctioned the Schemes, which were voted
                  in favor of by the requisite majorities of
                  Scheme Creditors.  By the Petitions, the
                  Petitioner seeks recognition of the Schemes as a
                  permanent injuction and other relief necessary
                  to ensure the effective implementation of the
                  Schemes through, inter alia, an order of the
U.S.
                  Bankruptcy Court for the Southern District of
                  New York.

Chapter 15 Petition Date: June 9, 2007

Court:  Southern District of New York (Manhattan)

Petitioner's Counsel: Howard Seife, Esq.
                      Chadbourne & Parke, L.L.P.
                      30 Rockefeller Plaza
                      New York, NY 10112
                      Tel: (212)408-5361
                      Fax: (212) 541-5369

                             Estimated Assets      Estimated Debts
                             ----------------      ---------------
A.X.A. Insurance U.K.,       $1 Million to         $1 Million to
P.L.C.                       $100 Million          $100 Million

GLOBAL General and           $1 Million to         $1 Million to
Reinsurance Company Limited  $100 Million          $100 Million

M.M.A. I.A.R.D. Assurances   $1 Million to         $1 Million to
Mutuelles                    $100 Million          $100 Million


BAKER MACHINE: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Baker Machine Company
        134 37th Street, Northeast
        Auburn, WA 98002

Bankruptcy Case No.: 07-13128

Type of business: The Debtor manufactures motor vehicle parts and
                  accessories.

Chapter 11 Petition Date: June 6, 2007

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Charles A. Johnson, Jr.
                  5413 Meridian Ave North, Suite A
                  Seattle, WA 98103-6138
                  Tel: (206) 632-8980

Total Assets: $581,950

Total Debts:  $1,703,499

Debtor's 18 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
CitiCapital                 Makino H.M.C.             $400,000
4650 Regent Boulevard,      Model A88; value of
Suite 200                   security:
Irving, TX 75063            $200,000

I.R.S.                      taxes                      $77,878
P.O. Box 6600264
Dallas, TX 75266-0264

W.A. Department of          taxes                      $56,404
Employment Security
U.I. Tax Administration
P.O. Box 9046
Olympia, WA 98504-4170

U.S. Department of          E.R.I.S.A. pension         $36,207
Labor                       plan obligations

Trussler & Associates       deliquent rent             $14,937

J.P. Morgan Chase           credit card                 $9,988
                            purchases-
                            business

Harvey Titanium             goods & services            $8,330

Bank of America             credit card                 $7,193
                            purchases-
                            business

Service Steel & Aluminum    goods and services          $5,570
Corp.

Summerville Steel           goods and services          $5,085

Burning Specialities        goods and services          $3,453

Application Specialities,   goods & services-           $3,681
Inc.                        tool purchases

Commercial Aircraft         business-related            $3,101
Products                    goods and services

W.A. State Department of    taxes                       $2,500
L.&I.

Protective Coatings, Inc.   goods & services-           $1,638
                            finishing materials

Electro Finishing, Inc.     goods- finishing            $1,951
                            metal

Puget Sound Energy          utilities                   $1,560

American Powder Coating                                 $1,125


BANC OF AMERICA: Moody's Assigns Low-B Ratings on Five Certs.
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 18 classes of
Banc of America Structured Securities Trust, Commercial Mortgage
Pass-Through Certificates, Series 2002-X1 as:

-- Class A-3, $86,044,442, affirmed at Aaa
-- Class A-3F, $30,804,161, affirmed at Aaa
-- Class XC, Notional, affirmed at Aaa
-- Class XP, Notional, affirmed at Aaa
-- Class B, $19,427,614, affirmed at Aaa
-- Class C, $5,036,789, affirmed at Aa1
-- Class D, $6,475,871, affirmed at Aa2
-- Class E, $9,354,036, affirmed at A1
-- Class F, $5,756,330, affirmed at A2
-- Class G, $6,475,871, affirmed at A3
-- Class H, $8,634,495, affirmed at Baa1
-- Class J, $3,597,707, affirmed at Baa2
-- Class K, $4,317,248, affirmed at Baa3
-- Class L, $6,475,871, affirmed at Ba2
-- Class M, $2,878,166, affirmed at Ba3
-- Class N, $2,878,166, affirmed at B1
-- Class O, $2,878,166, affirmed at B2
-- Class P, $2,878,166, affirmed at B3

As of the June 11, 2007 distribution date, the transaction's
aggregate certificate balance decreased by about 21.5% to
$226 million from $287.8 million at securitization.  The
certificates are collateralized by 74 loans, ranging in size from
less than 1% to 20.1% of the pool, with the top 10 loans
representing 59.5% of the pool.

The pool has become more concentrated since securitization and now
has a Herfindahl index score of 11 compared to 21 at
securitization.  One loan, representing .1% of the pool, is in
special servicing.  Moody's is not estimating a loss from this
loan currently.  Eight loans have been liquidated from the trust
resulting in aggregate realized losses of about $5.1 million.  Ten
loans, representing 18.8% of the pool, have defeased and have been
replaced with U.S. Government securities.  Twenty-four loans,
representing 36.5% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2006 and full-year 2005
operating results for 83% and 94%, respectively, of the pool.
Moody's weighted average loan to value ratio for the conduit
component is 98.1%, compared to 99.6% at last review and compared
to 106.5% at securitization.

The top three loans represent 35.9% of the pool.  The largest
conduit loan is the Towson Marketplace Loan
($45.5 million -- 20.1%), which is secured by a 690,000 square
foot retail power center located in Towson, Maryland.  As of
December 2006 the subject was 100% leased, compared to 95.8% at
securitization.  As of December 2006 net operating income had
increased by 34%, compared to calendar year 2001.  Moody's LTV is
90.7%, compared to in excess of 100%, at securitization.

The second largest conduit loan is the 300 California Street Loan
($25.4 million -- 11.2%), which is secured by a 122,612 square
foot Class B office building located in the Financial District of
San Francisco, California.  The loan is on the master servicer's
watchlist due to low debt service coverage.  Moody's LTV is in
excess of 100%, the same as at securitization.

The third largest conduit loan is the Sterling House Portfolio II
Loan ($10.3 million -- 4.6%), which is secured by seven assisted
living facilities containing a total of 278 beds.  The properties
are located in Texas (3), Oklahoma (3) and Florida (1).  Moody's
LTV is 80.8%, compared to 84.8% at last review and compared to
81.3% at securitization.


BEAR STEARNS: Moody's Assigns Low-B Ratings on Two Certificates
----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to certain senior
and super senior certificates, and a Aa1 rating to the super
senior support certificates issued by Bear Stearns Asset Backed
Securities I Trust 2007-AC5.  Ratings ranging from Aa2 to B2 were
assigned to the subordinate certificates in the deal.

The securitization is backed by first lien, fixed-rate, Alt-A
mortgage loans originated by EMC Mortgage Corporation (58%), Bear
Stearns Residential Mortgage Corporation (16%), and various other
originators, none of which originated more than 10% of the
mortgage loans.  The ratings are based primarily on the credit
quality of the loans and on the protection against credit losses
provided by subordination.  Moody's expects collateral losses to
range from 1.1% to 1.3%.

EMC Mortgage Corporation (80%) and various other servicers will
service the loans.  EMC Mortgage Corporation will also act as
master servicer.  Moody's assigned EMC Mortgage Corporation its
servicer quality rating of SQ2 as a primary servicer of prime
loans.

The complete rating actions are:

Bear Stearns Asset Backed Securities I Trust 2007-AC5

Asset-Backed Certificates, Series 2007-AC5

-- Cl. A-1, Assigned Aaa
-- Cl. A-2, Assigned Aaa
-- Cl. A-3, Assigned Aaa
-- Cl. A-4, Assigned Aa1
-- Cl. A-5, Assigned Aaa
-- Cl. A-6, Assigned Aaa
-- Cl. A-7, Assigned Aa1
-- Cl. PO, Assigned Aaa
-- Cl. X, Assigned Aaa
-- Cl. R-1, Assigned Aaa
-- Cl. R-2, Assigned Aaa
-- Cl. R-3, Assigned Aaa
-- Cl. B-1, Assigned Aa2
-- Cl. B-2, Assigned A2
-- Cl. B-3, Assigned Baa2
-- Cl. B-4, Assigned Ba2
-- Cl. B-5, Assigned B2


BICENT POWER: Moody's Puts Definitive Ratings on Credit Facilities
------------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to the Ba3
and B1 ratings initially assigned on a provisional basis to Bicent
Power LLC's first and second lien credit facilities respectively.

The assignment follows Moody's receipt and review of substantially
final documentation, the terms and conditions of which are not
materially different from those previously conveyed to Moody's.


BNC MORTGAGE: Moody's Assigns Low-B Ratings to Two Certificates
---------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by BNC Mortgage Loan Trust 2007-3 and ratings
ranging from Aa1 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans acquired by BNC Mortgage LLC.  The ratings
are based primarily on the credit quality of the loans and on the
protection provided by subordination, overcollateralization,
excess spread, and interest rate swap and interest rate cap
agreements.  Moody's expects collateral losses to range from 5.1%
to 5.6%.

JPMorgan Chase Bank, National Association will service the loans,
and Aurora Loan Services LLC will act as master servicer.  Moody's
assigned JPMorgan Chase Bank, National Association its top
servicer quality rating of SQ1 as a primary servicer of subprime
mortgage loans.  Furthermore, Moody's assigned Aurora Loan
Services LLC its servicer quality rating of SQ1- as master
servicer.

The complete rating actions are:

BNC Mortgage Loan Trust 2007-3

Mortgage Pass-Through Certificates, Series 2007-3

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


C-BASS: Moody's Rates Class M-10 Certificates at Ba1
----------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2007-SP2, and ratings ranging from Aa1 to Ba1
to the mezzanine certificates in the deal.

The securitization is backed by fixed rate and adjustable rate
seasoned mortgage loans acquired by Credit Based Asset Servicing
and Securitization LLC.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination, excess spread, and overcollateralization.
Additional credit enhancements will be provided by an interest
rate swap agreement and an interest cap agreement, both issued by
The Bank of New York.  Moody's expects collateral losses to range
from 6.05% to 6.55%.

Litton Loan Servicing LP will service the loans.  Moody's assigned
Litton its top servicer quality rating of SQ1 both as a primary
servicer of subprime loans and as a special servicer.

The complete rating actions are:

C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-SP2

-- Cl. A-1, Assigned Aaa
-- Cl. A-2, Assigned Aaa
-- Cl. A-3, Assigned Aaa
-- Cl. M-1, Assigned Aa1
-- Cl. M-2, Assigned Aa2
-- Cl. M-3, Assigned Aa3
-- Cl. M-4, Assigned A1
-- Cl. M-5, Assigned A2
-- Cl. M-6, Assigned A3
-- Cl. M-7, Assigned Baa1
-- Cl. M-8, Assigned Baa2
-- Cl. M-9, Assigned Baa3
-- Cl. M-10, Assigned Ba1


CARDTRONICS INC: Moody's Junks Rating on Proposed $125 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Cardtronics,
Inc.'s proposed additional $125 million "tack-on" high yield
subordinated notes, which will be used to fund the $135 million
acquisition of the assets of financial services business of
7-Eleven.

Moody's also affirmed the corporate family rating of Cardtronics
of B3.  The rating outlook is stable.  The subordinated notes
rating is one notch off the corporate family rating due to the
subordinated preference and the presence of a senior secured
first-lien revolver (not rated) in the capital structure.

The B3 corporate family rating reflects Cardtronics' high debt
leverage, low interest coverage, negative free cash flow due to
very high capital expenditures, moderate customer concentration,
very modest asset coverage due to a low proportion of fixed assets
and a high level of intangible assets and goodwill, company's
relatively high acquisition appetite and slightly higher merchant
attrition rate in the merchant-owned accounts.

However, the rating also reflects Cardtronics leading position in
the growing ATM industry, stability provided by recurring revenues
from long term service contracts, favorable credit profile of
large national, retail and convenience store clients, and strong
service delivery performance as measured by system availability in
excess of 98%, which supports high client retention in the
company-owned accounts.  The increased diversity of Cardtronics'
revenue base due to its operations in UK and Mexico is a further
supporting factor for the ratings.

These ratings are assigned:

-- $125 million subordinated debt rating Caa1, LGD4, 67%

These ratings are affirmed:

-- Corporate family rating of B3
-- Probability of default rating of B3
-- $200 million subordinated debt rating of Caa1, LGD4, 67%

The rating outlook is stable.

There could be upward pressure on the ratings should the company
experience sustained organic revenue growth, contained capital
spending, such that debt leverage as measured by debt to EBITDA
less capital expenditures falls below 8 times and EBITDA less
capital expenditures interest coverage is greater than 1.0x.
Conversely, a significant increase in debt financed acquisition
spending, weakening cash flow relative to debt service coverage
and increasing capital spending needs could result in negative
ratings pressure.

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


CONCENTRA OPERATING: Earns $5.5 Million in Quarter Ended March 31
-----------------------------------------------------------------
Concentra Operating Corp. reported net income of $5.5 million on
total revenue of $248.9 million for the first quarter ended
March 31, 2007, compared with net income of $5.8 million on total
revenue of $234.2 million for the same period ended March 31,
2006.  Results for quarters ended March 31, 2007, and 2006,
includes losses from discontinued operations of $2.5 million and
$417,000, respectively.

Operating income was $25.1 million in the first quarter,
reflecting a 13% increase from $22.2 million reported in the same
period last year.  Income from continuing operations increased 28%
to $8 million in the first quarter of 2007 from $6.3 million in
the year-earlier period.

Adjusted Earnings Before Interest, Taxes, Depreciation and
Amortization grew by 15% in the quarter to
$45 million from $39.0 million which was reported for the same
period in 2006.  

Commenting on the first quarter results, Daniel J. Thomas,
Concentra's president and chief executive officer, said, "We are
pleased with our strong first quarter results, particularly those
provided by our health services business, which contributed
significantly to the increases we experienced in both revenues and
earnings.  A higher-than-anticipated level of workers'
compensation-related care, together with other initiatives, helped
produce a solid performance for this division.  These results
reflect a good start to the new year, especially in light of the
recent sale of our workers' compensation managed care services
business units and the proposed corporate restructuring.  I am
very proud of the dedication and focus demonstrated by my
Concentra colleagues.  I look forward to maintaining the momentum
generated during the first quarter and continuing the Company's
progress throughout 2007."

Concentra Operating completed the first quarter of 2007 with
$89.1 million in unrestricted cash and investments and no
outstanding borrowings under its revolving credit facility.  

At March 31, 2007, the company's consolidated balance sheet showed
$1.14 billion in total assets, $1.08 billion in total liabilities,
and $59.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?217c

                         About Concentra

Headquartered in Addison, Texas, Concentra Operating Corporation
-- http://www.concentra.com/-- is a wholly owned subsidiary of   
Concentra Inc.  The company serves the occupational, auto, and
group healthcare markets.  Concentra provides employers, insurers,
and payors with a series of integrated services that include
employment-related injury and occupational healthcare, urgent care
services, in-network and out-of-network medical claims review and
repricing, access to preferred provider organizations and other
cost containment services.  Concentra provides its services to
approximately 220,000 employer locations and more than 1,500
insurance companies, group health plans, third-party
administrators and other healthcare payors.  The company currently
has 312 health centers located in 40 states.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Healthcare Service and Distribution sector,
the rating agency confirmed its B1 Corporate Family Rating for
Concentra Operating Corporation.


CONEXANT SYSTEMS: L. Brewster Granted 200,000 Shares of Stock
-------------------------------------------------------------
The Compensation and Management Development Committee of the Board
of Directors of Conexant Systems Inc. awarded Lewis C. Brewster,
the company's executive vice president and general manager,
Broadband Media Processing, a performance share award pursuant to
the company's 2001 Performance Share Plan covering 200,000 shares
of company common stock.

The award is an incentive award designed to promote the
performance of the company's Broadband Media Processing business
unit.  The committee also established criteria to be used to
determine the vesting for the award.

To reflect certain changes in the Broadband Media Processing
business, the committee, on June 29, 2007, modified the vesting
terms and criteria of the award such that the award may now vest,
in whole or in part, based upon achievement of certain revised
levels of Broadband Media Processing revenue during 2008 and 2009.
The committee also awarded Mr. Brewster a cash bonus of $150,000,
which is subject to repayment if Mr. Brewster voluntarily
terminates his employment, or if his employment is terminated by
the company for "cause", as defined in the Employment Agreement
dated as of Feb. 27, 2004 between the company and Mr. Brewster, in
either event prior to Jan. 1, 2009.

                     About Conexant Systems

Headquartered in Newport Beach, Calif., Conexant Systems Inc.
(NASDA: CNXT) -- http://www.conexant.com/-- designs, develops and   
sells semiconductor system solutions that connect personal access
products such as set-top boxes, residential gateways, PCs and game
consoles to voice, video and data processing services over
broadband and dial-up connections.  Key semiconductor products
include digital subscriber line and cable modem solutions, home
network processors, broadcast video encoders and decoders, digital
set-top box components and systems solutions, and the company's
foundation dial-up modem business.

                           *     *     *

As of July 10, 2007, the company carries Moody's B1 senior secured
debt rating.  Moody's also rates the company's long-term corporate
family rating and probability of default rating at Caa1.  The
outlook is stable.

Standard & Poor's rates the company's long-term foreign and local
issuer credits at B.  The outlook is stable.


COPA CASINO: S&P Lifts Corporate Credit Rating to B+ from B
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Copa Casino of Mississippi LLC to 'B+' from 'B'.  The
rating outlook is stable.
     
In addition, Standard & Poor's raised its issue-level rating on
Copa's $230 million senior secured credit facilities to 'BB' from
'BB-'.  The recovery rating of '1', indicating that lenders can
expect very high (90% to 100%) recovery in the event of a payment
default, remains unchanged.
     
Copa is the majority owner and operator of the Island View Casino
Resort in Gulfport, Mississippi.  "The rating upgrade reflects
Island View's solid performance since its initial opening in
September 2006, with EBITDA ramping up well despite the entrance
of new competition to the Gulf Coast in the past year," said
Standard & Poor's credit analyst Ariel Silverberg.  "Full-year
performance is expected to result in credit measures being in line
with the 'B+' rating.  Metrics should continue to improve with the
completion of the facility's expansion in May: Capital
expenditures will decline, and we expect cash flow to be used for
debt repayment."
     
Island View's good performance has been driven, in part, by the
improved quality of the facility, in conjunction with market
supply that currently remains under pre-hurricane levels
(approximately 5,700 fewer slot machines in April 2007 than in
April 2005).  Given Island View's position as the only operator in
the city of Gulfport and its attractiveness as a locals-oriented
property, S&P expect performance to remain solid even as
competitors continue to re-open and expand.  Still, the facility's
risk profile is constrained given that it is a single property
operating in a competitive region.
     
Given that Copa is a private company, public financial statements
are not available.  However, performance to date has exceeded
expectations and supports the current rating.


CORPORACION DURANGO: Fitch Rates Proposed $520 Mil. Notes at B+
---------------------------------------------------------------
Fitch Ratings has assigned a 'B' foreign and local currency issuer
default rating to Corporacion Durango, S.A. de C.V.'s.  In
conjunction with this rating action, Fitch has assign a 'B+'
rating to the company's proposed $150 million amortizing five year
notes and its proposed $370 million notes due in 2017.  These
notes have also been assigned a Recovery Rating of 'RR3', which is
consistent with an anticipated recovery of 50%-70% in the event of
a default.  The expectation of an above average recovery in the
event of default has resulted in the notes being notched up one
level from the company's IDR.

Durango's credit ratings are supported by the company's leading
business positions in corrugated boxes, containerboard and
newsprint within Mexico.  Further considered in the company's
ratings are its operations in New Mexico, Texas and Arizona, which
complement the company's focus on manufacturers based in Mexico
and aide in its collection of recycled paper.

Balanced against these strengths are the company's high leverage
and the cyclical nature of the paper and packaging industries.  
While market conditions are generally considered favorable for
Durango at this moment, a sudden downturn in the industry would
squeeze the company's debt service ability and could forestall its
debt reduction efforts.  Further considered in Durango's credit
ratings is the amount of money the company uses to finance sales
to its Mexican clients.  Historically, downturns in Mexico's
economy have resulted in the growth of the days receivables are
outstanding for Durango and has put pressure on the company's cash
flow from operations.  In recent years Durango has made strides to
reduce its reliance upon the purchase of recycled fiber in the
U.S. - mainly old corrugated containers.  Nevertheless, the
company still imports nearly one-third of its recycled fiber
requirements.  If prices for recycled fiber in the U.S. move
sharply upward due to purchases by the Chinese, as happened in
2002, the company may not be able to pass price increases to its
clients and its margins would be squeezed.

During 2006, Durango generated US$114 million of operating EBITDA
and $77 million of funds from operations.  These figures are
improvements from US$73 million of EBITDA and $40 million of FFO
in 2005 and were driven by increased sales volumes and higher
prices.  Durango had $554 million of debt as of Dec. 31, 2006.  
Its total debt-to-EBITDA ratio for 2006 was 4.8 times and its FFO-
to-Leverage ratio was 7.2x.

Durango reduced its total debt by $93 million in 2006.  The
company also purchased land and an industrial facility in
Tizayuca, Mexico, for $10 million.  In conjunction with this
acquisition, the company entered an agreement to lease equipment
at this site , which that has an installed capacity of 200,000
tons of linerboard per year and 100,000 tons of corrugated boxes.  
Sources of cash for the debt reduction and acquisition, in
addition to US$61 million of free cash flow, were a $30 million
equity infusion by the Rincon family and a reduction in the
company's cash balance to $43 million at the end of 2006 from $66
million at the end of the prior year.

The Rincon family owns 80.4% of the company, while the rest is
publicly held.  The family is actively involved in the day-to-day
operations of the company with several members of the family in
key business positions.  Shares representing 28% of the company's
stock have been pledged to Banamex by the Rincon family and
Administradora Corporativa y Mercantil, S.A. de C.V., a company
owned and controlled by the Rincon family, to secure a loan made
by Banamex to ACM.  According to terms of the pledge agreement,
Banamex may sell these shares if the price of Durango's stock
meets or exceeds the peso equivalent of $1.50 on the Mexican Stock
Exchange, regardless of whether or not an event of default has
occurred.  At $1.50 per share, this would represent sales proceeds
of $46.5 million to Banamex.  It is possible that in the future
the Rincon family will use the free cash flow of Durango or its
balance sheet to raise the funds that are necessary to repay all
or a part of ACM's loan from Banamex, thereby preventing the
dilution of their ownership stake in Durango.


COVENTRY HEALTH: Moody's Affirms Senior Unsec. Debt's Ba1 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Coventry Health Care, Inc.'s
ratings -- senior unsecured debt at Ba1 and insurance financial
strength ratings of its key operating subsidiaries at Baa1 -- and
changed the outlook to stable from positive.

This action, according to Moody's, is based on Coventry's
announcement to acquire Vista Healthplans for $685 million.
Moody's stated that the increased level of debt and integration
issues involved as a result of this acquisition make an upgrade of
the company over the next 12 months unlikely.  However, the rating
agency noted, Coventry's financial and business profile still
position the company at the current ratings level; therefore, the
ratings were affirmed and the outlook changed back to stable.

The last rating action on Coventry occurred on Oct. 6, 2006 when
the outlook was changed to positive from stable.  At that time,
Moody's noted Coventry's progress with the integration of the
First Health business, its solid earnings results, and its
enhanced levels of cash flow from both regulated and unregulated
sources.  While these metrics have not changed, another key
consideration according to the rating agency was the company's
more focused M&A strategy, concentrating on expansion in key
markets to offer comprehensive products on a national basis.  

While the Vista Healthplans acquisition does provide expansion
into the key Florida marketplace, the size and scope of this plan
will not add considerably to Coventry's national capabilities in
the near term.  Meanwhile, the increased level of debt will result
in the adjusted financial leverage to be over 30%.  In addition, a
continuing concern of the rating agency has been Coventry's
challenge of managing, growing, and unifying its 17 distinct
health plans into a national company.  With the latest
acquisition, the number of distinct health plans has grown to 18.

The rating agency commented that while Coventry continues to
acquire companies of this nature without providing a clear and
timely strategy that develops it into a national healthcare
company, the resulting increasing debt and inherent integration
issues will make future upgrades unlikely.  However, the ratings
may be upgraded if Coventry focuses on smaller, less risky
acquisitions that involve no additional debt and limited
integration issues, maintains its consolidated NAIC risk based
capital level in the 200% company action level range with
reasonable and profitable growth, maintains annual net margins of
at least 4%, and achieves consistent annual organic membership
growth of 3%.

However, Moody's also said that the ratings may be downgraded if
Coventry were to make a large acquisition involving significant
debt financing or integration challenges, increase its financial
leverage above 35%, experience a decrease in commercial membership
over a twelve month period, if annual net margins fall below 3%,
or if the company experienced integration problems with a current
or future acquisition.

Ratings affirmed with the outlook changed to stable from positive
include:

Coventry Health Care, Inc.:

-- senior unsecured debt rating at Ba1;
-- corporate family rating at Ba1;

HealthAssurance Pennsylvania, Inc:

-- insurance financial strength rating at Baa1;

HealthAmerica Pennsylvania, Inc.:

-- insurance financial strength rating at Baa1;

Group Health Plan, Inc.:

-- insurance financial strength rating at Baa1.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.

Coventry Health Care, Inc. headquartered in Bethesda, Maryland
reported medical membership of 3.4 million and Part D Medicare
membership of about 700,000 as of March 31, 2007.  The company
reported net income of $122 million on revenues of about
$2.3 billion for the three months ending March 31, 2007.


DAE AVIATION: High Leverage Cues S&P's B+ Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to DAE Aviation Holdings Inc.  At the same time,
Standard & Poor's assigned its 'BB-' bank loan and '2' recovery
rating to DAE Aviation's proposed $937 million secured credit
facility, indicating expectations of substantial recovery (70%-
90%) in the event of payment default.  In addition, the company's
proposed $325 million unsecured notes are rated 'B-'.  The outlook
is stable.
      
"The ratings on DAE Aviation reflect a highly leveraged financial
profile, weak credit protection measures, and exposure to the
competitive and cyclical general and commercial aviation markets,"
said Standard & Poor's credit analyst Christopher DeNicolo.  
"These factors are offset somewhat by the firm's leading positions
in markets served and less cyclical military business."  The
ratings and outlook assume the successful sale in the next 12
months of the company's Airport Services business, which includes
the fixed-base-operations, aircraft charter, and aircraft sales
businesses, with the proceeds being used to reduce debt.
     
DAE Aviation was formed by Dubai Aerospace Enterprises Ltd. to
affect the acquisition of Standard Aero Holdings Inc. and Piedmont
Hawthorne Holdings Inc. from the Carlyle Group for a total
consideration of approximately $1.9 billion.  Although DAE is
contributing $810 million of cash equity, leverage will be high
with pro forma debt to EBITDA above 7x at close.  However, this
will decline below 5.5x following the planned sale of the PHHI FBO
business and associated debt reduction and lower leases.  Due to
the large equity component, debt to capital will be not as
aggressive at around 65% at close, declining to around 50% after
the FBO sale.  Other credit protection measures are also expected
to be weak, with funds from operations to debt of 5%-10% and
EBITDA interest coverage 1.5x-2x.
     
DAE Aviation Holdings Inc. will be a leading provider of
maintenance, repair, and overhaul of engines for business and
regional jets.  In addition, the company also provides component
and airframe repairs, large business jet completions and
modifications, MRO services for certain military engines, and
engineering services.  The FBO business will be held in trust and
run separately until it is sold.  The continuing operations will
be organized into five segments, business and general aviation
(36% of 2006 pro forma revenues), military MRO services (23%),
airline and fleets (20%), services (13%), and Associated Air
Center (8%).
     
Although leverage will initially be quite high, debt reduction
using the proceeds from the sale of the Airport Services assets
and free cash flow should enable the company to attain credit
protection measures more appropriate for the rating.  The outlook
could be revised to negative or ratings lowered if the firm is
unable to sell the FBO business or the proceeds are not sufficient
to fully repay the asset sale facility.  A revision of the outlook
to positive is not likely in the intermediate term.


DAKS LLC: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------
Debtor: DAKS, LLC
        525 Seventh Avenue, Suite 307
        New York, NY 10018
        Tel: (212) 354-4600

Bankruptcy Case No.: 07-12044

Chapter 11 Petition Date: July 9, 2007

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Daniel H. Reiss, Esq.
                  Levene, Neals, Bender, Rankin & Brill, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Six Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
County Orange                    Real Property Lease      $173,276
Dept. of Treasury and
Tax Collection
P.O. Box 1982
Santa Ana, CA 92702

Waldron & Olson, LLP             Legal                    $113,099
28 Corporate Plaza Drive
Newport Beach, CA 92660

County of Orange                 Real Property Lease       $38,053
RDMD - c/o Catherine Lapid
300 North Flower Street
Santa Ana, CA 92702-4048

Cynthia Rocker                   Various                   Unknown

Arnold Simon                     Loans, Advances           Unknown

YSA, LLC                         Various                   Unknown


DANA CORP: Mauritius Unit Closes 4% Capital Buy of Dongfeng Dana
----------------------------------------------------------------
Dana Corporation's wholly owned subsidiary, Dana Mauritius
Limited, closed the purchase of 4% of the registered capital of
Dongfeng Dana Axle Co, Ltd. from Dongfeng Motor Co, Ltd. and
certain of its affiliates under the amended sale and purchase
agreement among the parties that have been reported previously.

Dana Mauritius paid about $5 million for this equity interest.

Under the amended sale and purchase agreement, Dana Mauritius has
agreed, subject to certain conditions, to purchase an additional
46% equity interest in Dongfeng Dana Axle Co, Ltd. within the next
three years for about $55 million.
     
Dongfeng Dana is a Chinese commercial vehicle axle manufacturer
formerly known as Dongfeng Axle Co, Ltd.

                        About Dana Corp

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

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

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

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

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


DELPHI CORP: Formally Terminates Cerberus Capital Agreement
-----------------------------------------------------------
Delphi Corp. formally terminated the Equity Purchase and
Commitment Agreement and related Plan Framework Support Agreement
it entered into in December 2006 with Cerberus Capital Management,
L.P. and other plan investors.

The company had announced on April 19, 2007 that it did not expect
that Cerberus would continue as a plan investor.

Delphi expects to enter into new framework agreements with plan
investors later this month.

A Delphi Board of Directors meeting is scheduled on July 16, 2007
to consider these matters.

These developments are not expected to prevent Delphi from filing
its plan of reorganization and related documents with the
Bankruptcy Court prior to the current expiration of the company's
exclusivity period or emergence from Chapter 11 reorganization
this year.

On June 29, Delphi filed a motion seeking approval from the U.S.
Bankruptcy Court for the Southern District of New York of a
ratified UAW-Delphi-GM agreement.  Delphi is currently engaged in
settlement discussions with its second and third largest U.S.
labor unions and is working to conclude discussions with those
unions as well as three smaller unions as soon as possible.

The company also confirmed that its discussions with GM on a
comprehensive settlement agreement had entered the documentation
phase and that it expected that a settlement with GM would be
incorporated into the company's plan of reorganization rather than
filed with the Bankruptcy Court for separate approval.

Consistent with its prior practice, Delphi does not intend to
comment further regarding its discussions with GM or its unions
while those discussions are ongoing.  Delphi cautioned that
nothing in Court or regulatory filings made by the company or the
company's public disclosures will be deemed a solicitation to
accept or reject a plan in contravention of the Bankruptcy Code or
an offer to sell or a solicitation of an offer to buy any
securities of the company.

                        About Delphi Corp.

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

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


DESIGNER DOORS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Designer Doors, Inc.
        c/o Tiffany & Bosco, P.A.
        Third Floor Camelback Esplanade II
        2525 East Camelback Road
        Phoenix, AZ 85016
        Tel: (602) 255-6000

Bankruptcy Case No.: 07-03226

Chapter 11 Petition Date: July 9, 2007

Court: District of Arizona (Phoenix)

Debtor's Counsel: Jeffrey A. Sandell, Esq.
                  Tiffany & Bosco, P.A.
                  2525 East Camelback Road, 3rd Floor
                  Phoenix, AZ 85016
                  Tel: (602) 255-6042
                  Fax: (602) 255-0103

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


DEUTSCHE ALT-A: Moody's Assigns Low-B Ratings on Two Certificates
-----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Deutsche Alt-A Securities Mortgage Loan
Trust 2007-1 and ratings ranging from Aa1 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by fixed and adjustable-rate, alt-a
mortgage loans acquired by DB Structured Products, Inc. The
collateral was originated by Countrywide Home Loans, Inc, National
City Mortgage Co, and other mortgage lenders, none of which
originated more than 10% of the mortgage loans.  The ratings are
based primarily on the credit quality of the loans and on
protection against credit losses by subordination, excess spread,
and overcollateralization.  Additional credit enhancements include
a certificate insurance policy, interest-rate swap agreements and
interest rate cap agreements.  Moody's expects collateral losses
to range from .9% to 1.1%.

GMAC Mortgage, LLC, Countrywide Home Loans Servicing LP, and
National City Mortgage Co. will service the mortgage loans and
Wells Fargo Bank, N.A. will act as master servicer.  Moody's
assigned Wells Fargo its servicer quality rating of SQ1 as a
master servicer of mortgage loans.

The complete rating actions are:

Deutsche Alt-A Securities Mortgage Loan Trust 2007-1

Mortgage Pass-Through Certificates

-- Cl. I-A-1, Assigned Aaa
-- Cl. I-A-2, Assigned Aaa
-- Cl. I-A-3A, Assigned Aaa
-- Cl. I-A-3B, Assigned Aaa
-- Cl. I-A-3C, Assigned Aaa
-- Cl. I-A-4A, Assigned Aaa
-- Cl. I-A-4B, Assigned Aaa
-- Cl. A-5, Assigned Aaa
-- Cl. II-A-1, Assigned Aaa
-- Cl. M-1, Assigned Aa1
-- Cl. M-2, Assigned Aa2
-- Cl. M-3, Assigned Aa3
-- Cl. M-4, Assigned A1
-- Cl. M-5, Assigned A3
-- Cl. M-6, Assigned Baa1
-- Cl. M-7, Assigned Baa2
-- Cl. M-8, Assigned Baa3
-- Cl. M-9, Assigned Ba1
-- Cl. M-10, Assigned Ba2


DISTRIBUTION FINANCIAL: S&P Lowers Rating on Class D Notes to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
D notes from Distribution Financial Services RV/Marine Trust 2001-
1 to 'B' from 'BBB'.  Concurrently, S&P raised its ratings on the
class B and C notes, also from series 2001-1, to 'AAA' and 'AA+'
from 'AA' and 'A', respectively.  At the same time, S&P affirmed
its 'AAA' rating on the class A-5 notes from the same series.
     
The downgrade of the class D notes reflects the loss level, which
is higher than S&P's initial expectation, along with the lack of
cumulative excess spread generated by the loan pool due to the
high prepayment speed.  The class D notes rely on excess spread
and funds from a reserve account for credit enhancement.  With a
current pool factor of 13.66%, the current cumulative net losses
are 3.36%, above the original expected cumulative net losses of
2.25%.  In addition, the prepayment speed has been higher than
expected, which has shortened the life of the transaction and
decreased the available excess spread.  The required reserve
account level is 0.75% of the initial pool balance, but the
reserve account has not been fully funded for 31 consecutive
months.  Currently, the reserve account has $1,781,258.87, which
is less than half of the required amount of $3,971,004.
     
The upgrades primarily reflect the availability of subordination
as additional credit enhancement for the class B and C notes.  
Also, the notes benefit from a sequential payment structure, and
subordination for these notes is growing as a percentage of the
current pool balance.  The transaction allows the payment
structure to switch to pro rata at month 50 unless the triggers
are breached.  Since one of the triggers that requires the reserve
account to be fully funded at its target level has been in breach,
the payment structure has remained sequential throughout the life
of the transaction.  

S&P do not expect the transaction to generate enough excess cash
to build the reserve account to the target level because the deal
is not generating enough excess spread and the inventory level
remains low.  Therefore, it is unlikely that the payment structure
will switch to pro rata.  The low delinquency level is another
positive factor.  Currently, 60-plus-day delinquencies are 0.5% of
the current pool balance, and 90-plus-day delinquencies are 0.29%
of the current pool balance.
     
Standard & Poor's expects that the remaining credit support will
be sufficient to support the notes at the raised and lowered
rating levels.

                       Rating Lowered

      Distribution Financial Services RV/Marine Trust 2001-1

                               Rating
                               ------
                 Class    To            From
                 -----    --            ----
                 D        B             BBB


                      Ratings Raised

     Distribution Financial Services RV/Marine Trust 2001-1

                                Rating
                                ------
                 Class     To             From
                 -----     --             -----
                 B         AAA            AA
                 C         AA+            A


                      Rating Affirmed
  
     Distribution Financial Services RV/Marine Trust 2001-1

                      Class     Rating
                      -----     ------
                       A-5       AAA


EDUCATE INC: S&P Holds CCC+ Rating on Second-Lien Facility
----------------------------------------------------------
Standard & Poor's Ratings Services said that, as a result of
significant changes made to the structure and pricing of the
original deal proposal, it revised certain ratings related to the
$290 million bank loan facilities of Educate Inc. (B/Stable/--).
     
The bank loan ratings on the revolving credit facility and term
loan B have been lowered to 'B+' from 'BB-'.  The recovery rating
has been revised to '2', indicating S&P's expectation of
substantial (70%-90%) recovery in the event of a payment default,
from '1'.
     
At the same time, S&P affirmed the 'CCC+' bank loan rating on the
second-lien facility.  The recovery rating on the second-lien
facility is unchanged at '6', indicating S&P's expectation for
negligible (0%-10%) recovery in the event of default.
     
The facilities now consist of a $15 million revolving credit
facility maturing in 2012, a $200 million first-lien term loan B
maturing in 2013, and a $75 million second-lien term loan maturing
in 2014.
      
Proceeds from the credit facilities, which closed on June 14,
2007, were used to repay the company's previous credit facilities
and to partially fund the acquisition of the surviving businesses
of Educate Inc. from its former shareholders by an investor group
that includes Sterling Capital Partners L.P., Citigroup Capital
Partners, and management.

Ratings List

Educate Inc.
Corporate Credit Rating                   B/Stable/--

Downgraded
                                           To          From
                                           --          ----
Senior Secured
  $15 million revolving credit facility    B+          BB-
   Recovery Rating                         2           1
  $200 million first-lien term loan B      B+          BB-
   Recovery Rating                         2           1


FIRST HORIZON: Fitch Places B Ratings on Watch Negative
-------------------------------------------------------
Fitch Ratings takes various rating actions on these First Horizon
Home Loan Mortgage Trust issues:

Series 2005-AA9:

    -- Class A affirmed at 'AAA';
    -- Class B1 affirmed at 'AA';
    -- Class B2 affirmed at 'A';
    -- Class B3 affirmed at 'BBB';
    -- Class B4 affirmed at 'BB';
    -- Class B5 rated 'B', placed on Rating Watch Negative.

Series 2006-AA5:

    -- Class A affirmed at 'AAA';
    -- Class B1 affirmed at 'AA';
    -- Class B2 affirmed at 'A';
    -- Class B3 affirmed at 'BBB';
    -- Class B4 affirmed at 'BB';
    -- Class B5 rated 'B', placed on Rating Watch Negative.

The mortgage loans consist of conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties.  As of the June 2007 distribution
date, the transactions are 11 and 21 months seasoned and the pool
factors are 0.71% and 0.78%, respectively.  These transactions are
serviced by First Horizon Home Loan Corporation, rated 'RPS2' by
Fitch.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $556 million of
outstanding certificates.  All classes in the transactions
detailed above have experienced small to moderate growth in CE
since closing, and there have been no collateral losses to date.

The classes placed on Rating Watch Negative shows signs of
increasing credit risk and affects approximately $3.6 million of
outstanding certificates.

Approximately 2.45% of the current collateral balance for series
2005-AA9 is more than 60 days delinquent.  This includes
bankruptcy, foreclosures and real estate owned of 0.17%, 0.70% and
0.77%, respectively.  The credit enhancement for the B-1, B-2, B-3
and B-4 classes is 5.11%, 3.41%, 2.07% and 1.22%, respectively.

For series 2006-AA5, approximately 1.90% of the current collateral
balance is more than 60 days delinquent.  This includes
foreclosures and real estate owned of 0.97% and 0.15%,
respectively.  The credit enhancement for the B-1, B-2, B-3 and B-
4 classes is 3.61%, 2.38%, 1.48% and 0.84%, respectively.


FRASER PAPERS: Financial Risk Cues S&P to Cut Rating to CCC-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Toronto-
based Fraser Papers Inc., including its long-term corporate credit
rating, to 'CCC-' from 'CCC+'.  The outlook is negative.
     
The company's continued poor financial performance, which has
caused liquidity to deteriorate to very weak levels, is driving
the downgrade.  Fraser Papers reported negative EBITDA of
$2.6 million for first-quarter 2007.  Weak lumber prices, lower
paper shipments, and increased costs in the company's pulp and
paper operations are contributing to negative free cash flow amid
difficult industry conditions.
     
"The ratings on Fraser Papers reflect the company's precarious
financial risk, which is characterized by weak cash flow that is
inadequate to fund its fixed charges for interest and capital
expenditures," said Standard & Poor's credit analyst Don Marleau.  
Fraser Papers' viability relies heavily on external factors, such
as improved product prices, reduced input costs, and a lower
Canadian dollar.
     
In the past few years, Fraser Papers has been positioning itself
as a producer of specialty grades of paper, prices for which are
less volatile than straight commodity grades.  These efforts have
not improved the company's earnings or cash flows, as each segment
is still greatly affected by cost pressures such as, fiber, energy
and freight.  The drop in lumber prices stemming from the sharp
slowdown in U.S. housing activity has also contributed to weaker
profitability.
     
The outlook is negative.  Fraser Papers' ability to generate
positive operating cash flow is volatile, and the company's
viability depends on factors outside of its control, such as
sustained stronger lumber, paper and pulp prices or a marked
decline in the Canadian dollar and other cost inputs.  The ongoing
operating cash flow drain and debt repurchase will likely continue
to affect the company's liquidity.


FREESCALE SEMICONDUCTOR: Launches Exchange Offers for Senior Notes
------------------------------------------------------------------
Freescale Semiconductor has launched its offer to exchange:

   a) $500 million aggregate principal amount of its Senior
      Floating Rate Notes due 2014;

   b) $1.5 billion aggregate principal amount of its 9-1/8% and
      9-7/8% Senior PIK-Election Notes due 2014;

   c) $2.35 billion aggregate principal amount of its 8-7/8%
      Senior Fixed Rate Notes due 2014; and

   d) $1.6 billion aggregate principal amount of its 10-1/8%
      Senior Subordinated Notes due 2016 for any and all of its
      outstanding Senior Floating Rate Notes due 2014, 9-1/8% and
      9-7/8% Senior PIK-Election Notes due 2014, 8-7/8% Senior
      Fixed Rate Notes due 2014, and 10-1/8% Senior Subordinated
      Notes due 2016.

The Exchange Notes are substantially identical in all material
respects to the Existing Notes, except that the issuance of the
Exchange Notes was registered with the Securities and Exchange
Commission under the Securities Act of 1933 as amended, and are
not subject to the transfer restrictions and registration rights
relating to the Existing Notes.

The exchange offer will expire at 5:00 p.m. New York City time on
Aug. 6, 2007, unless extended.  The exchange offer is not
conditioned upon any minimum principal amount of Existing Notes
being tendered for exchange.  Any Existing Notes not tendered will
remain subject to existing transfer restrictions.

The Existing Notes were issued in a private placement in
compliance with Rule 144A and Regulation S under the Securities
Act.  

The Bank of New York will serve as the exchange agent for the
exchange offer.

                    About Freescale Semiconductor

Headquartered in Austin, Texas, Freescale Semiconductor Inc. --
http://www.freescale.com/-- designs and manufactures embedded  
semiconductors for the transportation, networking and wireless
markets and has design, research and development, manufacturing or
sales operations in more than 30 countries.

                           *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Moody's Investors Service affirmed these ratings of Freescale
Semiconductor Inc. and changed the outlook to negative: Ba3
corporate family rating; Ba3 probability of default rating;
B1 rating of $2.85 billion senior unsecured notes due 2014; B1
rating of $1.50 billion senior unsecured toggle notes due 2014;
and B2 rating of $1.60 billion senior subordinated unsecured notes
due 2016.


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

The new Expiration Date for both tender offers is 5:00 p.m., New
York City time, on July 11, 2007, unless the tender offers are
further extended or earlier terminated by GEN Acquisition at its
discretion.

The terms of the tender offers are amended accordingly.

The tender offers were made in connection with the agreement and
plan of merger dated as of Jan. 15, 2007, as amended, among GEN
Acquisition, GHC and GEN Acquisition's parent, FC-GEN Acquisition,
Inc., that provides for the merger of GEN Acquisition with and
into GHC, with GHC being the surviving corporation in the merger.
GEN Acquisition and Parent are owned by affiliates of Formation
Capital, LLC and affiliates of JER Partners, which is the private
equity investment group affiliated with J.E. Robert Company Inc.

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

The tender offers and consent solicitations were made solely on
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated June 7, 2007,
and the accompanying Letter of Transmittal and Consent, as amended
and supplemented by GEN Acquisition's statement dated June 20,
2007, June 21, 2007 and July 5, 2007.

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

GEN Acquisition's tender offers are subject to the conditions set
forth in the Tender Offer Documents, including the consummation of
the Acquisition, the receipt of the financing necessary to pay for
the Notes and the receipt of the requisite consents in accordance
with the terms of the tender offers and consent solicitations.

Although it is currently envisaged that the tender offers will be
run concurrently, each tender offer is a separate and distinct
offer.  The timing and other terms and conditions of each tender
offer may be amended with or without corresponding amendments to
the other tender offer.

GEN Acquisition has retained UBS Investment Bank to act as Dealer
Manager in connection with the tender offers and consent
solicitations.

Questions about the tender offers and consent solicitations may be
directed to the Liability Management Group of UBS Investment Bank
at (888) 722-9555 x3374210 (toll free) or (203) 719-4210
(collect).

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

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

               About Genesis HealthCare Corporation

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

                          *      *      *

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

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


GOLDMAN SACHS: Fitch Places B Ratings Under Negative Watch
----------------------------------------------------------
Fitch has taken rating actions on these classes of Goldman Sachs
Mortgage Securities Corp. issues:

Series 2004-3F

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA';
    -- Class B-2 affirmed at 'A';
    -- Class B-3 affirmed at 'BBB';
    -- Class B-4 affirmed at 'BB'.

Series 2004-8F

    -- Class A affirmed at 'AAA'.

Series 2004-9

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA';
    -- Class B-2 affirmed at 'A';
    -- Class B-3 affirmed at 'BBB';
    -- Class B-4 affirmed at 'BB';
    -- Class B-5 affirmed at 'B'.

Series 2004-10F

    -- Class A affirmed at 'AAA'.

Series 2004-12 Group 1

    -- Class A affirmed at 'AAA'.

Series 2004-12 Group 2 & 3

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA';
    -- Class B-2 affirmed at 'A';
    -- Class B-3 affirmed at 'BBB';
    -- Class B-4 affirmed at 'BB';
    -- Class B-5 affirmed at 'B'.

Series 2005-8F

    -- Class A affirmed at 'AAA'.

Series 2005-AR5

    -- Class A affirmed at 'AAA'.

Series 2005-AR6

    -- Class A affirmed at 'AAA'.

Series 2005-AR7 Group 1

    -- Class A affirmed at 'AAA'.

Series 2005-AR7 Group 2

    -- Class A affirmed at 'AAA'.

Series 2005-9F Group 1-3

    -- Class A affirmed at 'AAA';
    -- Class 1-B-1 affirmed at 'AA';
    -- Class 1-B-2 affirmed at 'A';
    -- Class 1-B-3 affirmed at 'BBB';
    -- Class 1-B-4 affirmed at 'BB';
    -- Class 1-B-5 affirmed at 'B'.

Series 2005-9F Group 4-6

    -- Class A affirmed at 'AAA';
    -- Class 2-B-1 affirmed at 'AA';
    -- Class 2-B-2 affirmed at 'A';
    -- Class 2-B-3 affirmed at 'BBB';
    -- Class 2-B-4 affirmed at 'BB';
    -- Class 2-B-5 affirmed at 'B'.

Series 2006-AR1

    -- Class A affirmed at 'AAA'.

Series 2006-AR2 Group 1

    -- Class A affirmed at 'AAA';
    -- Class B-1 upgraded to 'AA+' from 'AA';
    -- Class B-2 upgraded to 'A+' from 'A';
    -- Class B-3 upgraded to 'BBB+' from 'BBB';
    -- Class B-4 upgraded to 'BB+' from 'BB';
    -- Class B-5 upgraded to 'B+' from 'B';

Series 2006-AR2 Group 2

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA';
    -- Class B-2 affirmed at 'A';
    -- Class B-3 affirmed at 'BBB';
    -- Class B-4 affirmed at 'BB';
    -- Class B-5 rated 'B' is placed on Rating Watch Negative.

Series 2006-2F

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

Series 2006-3F

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

Series 2006-4F

    -- Class A affirmed at 'AAA'.

Series 2006-5F

    -- Class A affirmed at 'AAA'.
    -- Class M-1 affirmed at 'AA+';
    -- Class B-1 affirmed at 'AA';
    -- Class B-2 affirmed at 'A';
    -- Class B-3 affirmed at 'BBB';
    -- Class B-4 affirmed at 'BB';
    -- Class B-5 affirmed at 'B'.

The affirmations affect approximately $12.12 billion in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The upgrades,
affecting approximately $2.89 million of outstanding certificates,
reflect an improvement in the relationship between CE and future
loss expectations.  The classes placed on Rating Watch have a
balance of approximately $5.24 million.

The Rating Watch reflects deterioration in the relationship
between CE and future loss expectations.  As of the May 2007
distribution date for the 2006-AR2 Group 2, 2006-2F, and 2006-3F
transactions, approximately 0.54%, 0.70%, and 0.53% of the pools
are more than sixty days delinquent, respectively.  The current
subordination of the B-5 classes placed on Rating Watch Negative,
for the 2006-AR2 Group 2, 2006-2F, and 2006-3F transactions,
respectively, are 0.34%, 0.28%, and 0.28%.

The pools are seasoned from a range of 12 (series 2006-5F) to 39
(series 2004-3F) months.  The pool factors (current principal
balance as a percentage of original) range from approximately 12%
(series 2004-12 Group 1) to 91% (series 2005-AR7 Group 2).

The collateral for the pools consist of fixed-rate and adjustable-
rate mortgage loans secured by first liens on one- to four-family
residential properties.  The mortgage loans were acquired from
various originators and are master serviced by Chase Home Finance
LLC or Wells Fargo Bank, N.A. (both which are rated 'RMS1' by
Fitch).


GOLUB CAPITAL: S&P Rates $20.25 Million Class E Notes at BB
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Golub Capital Management CLO 2007-1 Ltd./Golub Capital
Management CLO 2007-1 LLC's $469 million floating-rate notes due
2021.
     
The preliminary ratings are based on information as of July 9,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more junior
        classes and preference shares;

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

     -- The portfolio manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
                Preliminary Ratings Assigned
      Golub Capital Management CLO 2007-1 Ltd./Golub Capital
                  Management CLO 2007-1 LLC
   
           Class             Rating        Amount
           -----             ------        ------
             A                AAA        $369,000,000
             B                AA          $28,000,000
             C                A           $32,000,000
             D                BBB         $19,750,000
             E                BB          $20,250,000
             Income notes     NR          $41,150,000
             
                      NR - Not rated.


GS MORTGAGE: Moody's Assigns Low-B Ratings on Five Certificates
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 12 classes of GS
Mortgage Securities Corporation II, Commercial Mortgage-Backed
Securities Pass-Through Certificates, Series 2006-CC1 as:

-- Class A, $343,756,014 Fixed, affirmed at Aaa
-- Class B, $18,280,000, Fixed, affirmed at Aa2
-- Class C, $10,155,000, Fixed, affirmed at A2
-- Class D, $3,554,000, Fixed, affirmed at A3
-- Class E, $3,554,000, Fixed, affirmed at Baa1
-- Class F, $4,062,000, Fixed, affirmed at Baa2
-- Class G, $3,046,000, Fixed, affirmed at Baa3
-- Class H, $7,616,000, Fixed, affirmed at Ba1
-- Class J, $3,554,000, Fixed, affirmed at Ba2
-- Class K, $3,046,000, Fixed, affirmed at Ba3
-- Class L, $3,046,000, Fixed, affirmed at B1
-- Class M, $2,036,049, Fixed, affirmed at B2

As of the June 21, 2007 distribution date the transaction's
aggregate bond balance decreased to $405.7 million from
$406.2 million at securitization.  The certificates are
collateralized by 91 classes of CMBS securities from 62
transactions.

Moody's reviewed the ratings or shadow ratings of all the
collateral supporting the certificates.  Since securitization
there have been no losses in the underlying collateral.  Seven
CMBS classes have been upgraded and none downgraded.  Shadow
ratings were upgraded for 21 CMBS classes and none downgraded.

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction.  A decrease
in the WARF indicates an overall improvement in credit quality.

Based on Moody's analysis, the WARF decreased to 656 from 734 at
securitization.  The distribution of ratings (actual and shadow
ratings) are:

-- Aaa (.5% compared to 0% at securitization),
-- Aa1-Aa3 (.5% compared to 0% at securitization),
-- A1-A3 (3% compared to .5% at securitization),
-- Baa1-Baa3 (67.2% compared to 63.9% at securitization);
-- Ba1-Ba3 (28.8% compared to 35.1% at securitization) and
-- B1-B3 (0% compared to .5% at securitization).

The CMBS certificates are from pools securitized between 1997 and
2006.  The largest vintage exposures are 2004 (36.1%) and 2005
(33.9%).  The five largest CMBS exposures are GCCFC 2005-GG5
(6.2%), WBCMT 2005-C19 (5.7%), CSFB 2004-C3 (5.4%), BACM 2005-4
(3.8%) and WBCMT 2004-C15 (3.3%).


H20 FIRE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: H2O Fire Systems Management, Inc.
        10420 Plano Road, Suite 105
        Dallas, TX 75238

Bankruptcy Case No.: 07-33277

Type of Business: The Debtor filed for Chapter 11 protection on
                  June 7, 2007 (Bankr. N.D. Tex. Case No.
                  07-32776).

Chapter 11 Petition Date: July 9, 2007

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


HARBOURVIEW CDO: Moody's Downgrades Rating on Class B Notes to C
----------------------------------------------------------------
Moody's Investors Service downgraded its rating of the Class B
Notes issued by HarbourView CDO III, Ltd.  According to Moody's,
this rating action was prompted by deterioration in the overall
credit quality of the underlying assets.

Tranche description: Class B Second Priority Senior Secured
Floating rate Notes Due 2036

Previous Rating: Caa3

New Rating: C


HEALTHSOUTH CORP: Closes Sale of Surgery Division to TPG
--------------------------------------------------------
HealthSouth Corporation closed its previously announced
transaction with TPG to purchase HealthSouth's surgery division
effective June 30, 2007.

HealthSouth's Surgery Division is now Surgical Care Affiliates, a
stand-alone surgical services company, comprised of a network of
137 outpatient surgery centers and three surgical hospitals,
providing high quality surgical services to physicians and their
patients across the country.  The facilities are located in 35
states, with a concentration of centers in California, Texas,
Florida, North Carolina, and Alabama.

This divestiture is part of HealthSouth's plan, reported in
August 2006, to reposition the company as a "pure play" post-acute
care provider with a focus on its Inpatient rehabilitation
division.  All of the proceeds from this transaction will be used
to pay down debt.

"This is an important step in HealthSouth's strategic plan to
deleverage its balance sheet and reposition itself as a 'pure-
play,' post-acute care provider.  By reducing our long-term debt,
we will be able to focus our resources on enhancing our preeminent
position as the nation's leader in inpatient rehabilitative care,"
said HealthSouth president and chief executive officer Jay
Grinney.  "We appreciate the dedication and professionalism
displayed by the surgery division employees.  We wish them
continued success as they move forward as Surgical Care Affiliates
under the financial sponsorship of TPG."

                            About TPG

TPG -- http://www.tpg.com/-- is a private investment partnership  
that was founded in 1992 and currently has more than $30 billion
of assets under management.  With offices in San Francisco,
London, Hong Kong, New York, Minneapolis, Fort Worth, Melbourne,
Menlo Park, Mumbai, Shanghai, Singapore and Tokyo, TPG has
extensive experience with global public and private investments
executed through leveraged buyouts, recapitalizations, spinouts,
joint ventures and restructurings.  TPG's investments span a
variety of industries including healthcare, retail/consumer,
airlines, media and communications, industrials, technology and
financial services.

                       About HealthSouth

HealthSouth Corporation (NYSE:HLS)
-- http://www.healthsouth.com/-- provides outpatient surgery,  
diagnostic imaging and rehabilitative healthcare services,
operating facilities nationwide.

At March 31, 2007, the company listed total assets of
$3.2 billion, total liabilities of $4.8 billion, minority interest
of $262.5 million, convertible perpetual preferred stock of
$387.4 million, and total shareholders' deficit of $2.2 billion.


INDEVUS PHARMA: Commences Exchange Offer for 6.25% Senior Notes
---------------------------------------------------------------
Indevus Pharmaceuticals Inc. has commenced an offer to exchange
its outstanding 6.25% Convertible Senior Notes due July 2008, for
an equal amount of the company's 6.25% Convertible Senior Notes
due July 2009.

The terms of the New Notes are substantially the same as the terms
of the Old Notes except for certain material differences,
including:

    a) Maturity Date:  The maturity date of the New Notes will be    
       July 15, 2009, one-year later than the maturity date of the
       Old Notes.  Similar to the Old Notes, the maturity date of
       the New Notes will continue to be subject to earlier
       conversion, well as redemption at its option or repurchase
       at the holders option.
    
   b) Provisional Redemption Period:  The company may not redeem
      the New Notes in whole or in part at any time prior to
      July 15, 2008, whereas the Old Notes have been redeemable at
      the company's option in whole or in part since July 20,
      2006.  Similar to the Old Notes, the company's redemption
      option under the New Notes is subject to certain notice
      requirements and remains subject to a condition related to
      the current market value of the company's common stock.

   c) Stock Price Condition to Provisional Redemption: A condition
      to the company's redemption of the New Notes and the Old
      Notes is that the current market value of its common stock
      equals or exceeds a certain threshold for at least 20
      trading days in any consecutive 30 trading day period ending
      on the trading day prior to the date the notice of the
      provisional redemption is mailed.  Under the New Notes this
      threshold is fixed at $8.50.  Under the Old Notes this
      threshold is 150% of the conversion price then in effect,
      which currently is $9.984 based on the current conversion
      price of $6.656.

The exchange offer is not contingent upon the tender or exchange
of any minimum principal amount of the Old Notes.  The exchange
offer, is conditioned upon satisfaction of certain conditions
described in the offer to exchange.

Tenders of Old Notes will be accepted only in denominations of
$1,000 and multiples thereof.  

The board of directors has authorized the company to make the
exchange offer.  The exchange offer will expire at 9:00 a.m., New
York City time, on Aug. 6, 2007, unless extended, terminated or
withdrawn.  

The Bank of New York Trust Company N.A. has been appointed to act
as the Exchange Agent for the exchange offer.  Questions and
requests for assistance and requests for copies of the offer to
exchange and the related letter of transmittal may be directed to
the Exchange Agent at (212) 815-8394.

                   About Indevus Pharmaceuticals

Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc.
(NASDAQ: IDEV) -- http://www.indevus.com/-- acquires, develops,   
and markets biopharmaceutical products.  The company, instead of
developing new drugs based on its neuroscience research, buys drug
rights from other pharmaceutical developers.

At March 31, 2007, Indevus Pharmaceuticals Inc. had total assets
of $76.4 million, total liabilities of $220 million, of which
$126,000 is minority interest, resulting in $143.6 million total
stockholders' deficit.


INDYMAC IMSC: Moody's Rates Class B-10 Certificates at Ba2
----------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by IndyMac IMSC Mortgage Loan Trust 2007-HOA1
and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by first lien, adjustable-rate
negative amortization mortgage loans acquired by IndyMac Bank
F.S.B.  The ratings for classes A-1-2, A-2-3 and A-3 are based
primarily on a financial guaranty insurance policy issued by
Financial Security Assurance Inc, which has an insurance financial
strength rating of Aaa.  The ratings for all classes are also
based on the credit quality of the loans and on the protection
against credit losses provided by subordination, an interest rate
swap agreement and an interest rate cap agreement.  Moody's
expects collateral losses to range from .8% to 1%.

IndyMac Bank F.S.B. will service the mortgage loans. Moody's has
assigned its servicer quality rating of SQ2 to IndyMac Bank F.S.B
as a primary servicer of prime 1st lien loans.

The complete rating actions are:

IndyMac IMSC Mortgage Loan Trust 2007-HOA1

Mortgage-Pass Through Certificates, Series 2007-HOA1

-- Cl. A-1-1, Assigned Aaa
-- Cl. A-1-2, Assigned Aaa
-- Cl. A-2-1, Assigned Aaa
-- Cl. A-2-2, Assigned Aaa
-- Cl. A-2-3, Assigned Aaa
-- Cl. A-2-4, Assigned Aaa
-- Cl. A-3, Assigned Aaa
-- Cl. AXPP, Assigned Aaa
-- Cl. A-R, Assigned Aaa
-- Cl. B-1, Assigned Aa1
-- Cl. B-2, Assigned Aa2
-- Cl. B-3, Assigned Aa2
-- Cl. B-4, Assigned A1
-- Cl. B-5, Assigned A1
-- Cl. B-6, Assigned A2
-- Cl. B-7, Assigned A3
-- Cl. B-8, Assigned Baa1
-- Cl. B-9, Assigned Baa2
-- Cl. B-10, Assigned Ba2


INSIGHT HEALTH: Court Confirms Pre-Packaged Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
confirmed InSight Health Services Holdings Corp. and its debtor-
affiliates' pre-packaged Chapter 11 Plan of Reorganization on
July 10, 2007, clearing the way for the Debtors' emergence from
bankruptcy.

InSight also announced that Bank of America, N.A. has committed to
provide financing in the form of a $30 million revolving credit
facility that will be used to provide working capital for ongoing
operations.

InSight expects the plan to become effective on or about
Aug. 1, 2007, once all the conditions of the plan have been
satisfied and the $30 million revolving credit facility has
closed.

Bret W. Jorgensen, InSight's President and Chief Executive
Officer, stated, "This marks an important step for InSight and its
future.  We expected a quick confirmation of the plan, and hence,
we accomplished our goal, which preserved trade creditor claims
and also protected our customers and employees.  Of equal
importance is that our normal business operations, as well as the
patients, physicians and hospitals we serve, have been
uninterrupted by this process.  We thank our employees, customers,
lenders, vendors and partners for their continued support during
this challenging period and appreciate their confidence in our
business and the quality of services we deliver.

"As a result, we have eliminated $194.5 million of debt, improved
our liquidity and negotiated a continued revolving credit
facility.  This is a positive step to ensure our long-term
financial health, as we strive to emerge as a stronger player in
the marketplace," Jorgensen concluded.

                       About InSight Health

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


INVENTIV HEALTH: Completes Acquisitions of Chandler Chicco & AWAC
-----------------------------------------------------------------
inVentiv Health Inc. completed its acquisitions of Chandler Chicco
Agency and AWAC.  inVentiv acquired CCA for $65 million in cash
and stock plus earnout payments for exceeding specified financial
targets.  inVentiv acquired AWAC for $75 million in cash and stock
plus earnout payments for exceeding specified financial targets.  
Both acquisitions were announced by inVentiv on June 26, 2007.

In concert with the closing of these two acquisitions, inVentiv
executed an amended and restated credit agreement.  The new credit
agreement has a six-year $50 million revolving credit facility and
a seven-year $350 million term loan facility, of which
$330 million was drawn on July 6, 2007.  The $330 million was used
to pay-down the outstanding revolver amount of $20 million, the
$164 million balance of an existing term loan, the funding
necessary to complete the acquisitions of CCA and AWAC, and the
fees associated with the new credit facility, with the balance
retained by inVentiv as working capital.

Eran Broshy, chairman and chief executive officer of inVentiv,
stated, "These two acquisitions significantly expand our
offerings.  The addition of CCA gives us a leadership position in
the public relations arena, while the purchase of AWAC allows us
to broaden our services into the payor market with a great
opportunity to affect better patient outcomes.  We're excited to
have both companies as part of the inVentiv family."

                            About CCA

Chandler Chicco Agency is a full-service, global healthcare public
relations firm with offices in New York, London, Washington D.C.,
Los Angeles and Paris.  Founded in 1995 by healthcare public
relations veterans Robert Chandler and Gianfranco Chicco, CCA
provides clients with insight-driven communications strategies
that - through innovative and powerful programs - build, enhance
or protect brand value and further public affairs agendas.

                            About AWAC

AWAC provides medical cost containment services to payors.  It
provides proprietary IT-driven cost containment and medical
consulting solutions to third party administrators, ERISA self-
funded plans, fully insured plans, employer groups, managing
general underwriters and insurance carriers.  AWAC is
headquartered in Martinez, Georgia.

                       About inVentiv Health

inVentiv Health (Nasdaq: VTIV) -- http://www.inventivhealth.com/
-- provides commercialization and complementary services to the
healthcare industry globally.  inVentiv delivers its customized
clinical, sales, marketing and communications solutions through
its three core business segments: inVentiv Clinical, inVentiv
Communications and inVentiv Commercial.  inVentiv Health's client
roster is comprised of more than 200 leading pharmaceutical,
biotech, life sciences and healthcare payor companies, including
the top 20 global pharmaceutical manufacturers.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2007,
Standard & Poor's Rating Services assigned its loan and recovery
ratings to inVentiv Health Inc.'s proposed $400 million senior
secured facilities, consisting of a $330 million term loan, a
$20 million delayed-draw term loan, and a $50 million revolving
credit facility.  The facilities are rated 'BB-' with a recovery
rating of '3', indicating the expectation for meaningful (50%-70%)
recovery in the event of a payment default.
     
In addition, S&P affirmed all other ratings on inVentiv, including
the 'BB-' corporate credit rating.  The rating outlook is stable.


IRIDIUM OPERATING: Court Moves Excl. Plan Filing Period to Nov. 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Iridium Operating LLC and its debtor-affiliates'
exclusive period to:

     a. file a Chapter 11 plan until Nov. 14, 2007; and

     b. solicit acceptances of that plan until Jan. 9, 2008.

This is the Debtors' 28th extension of their exclusive periods.

Eric R. Markus, Esq., at Wilmer Cutler Pickering Hale and Dorr
LLP, said the Debtors' request for extensions will to allow the
Debtors, the Official Committee of Unsecured Creditors to
implement a proposed settlement with regards to an ongoing
litigation against Motorola Inc.

                        Motorola Litigation

As previously reported in the Troubled Company Reporter, in July
2001, the Official Committee of Unsecured Creditors sued Motorola
for $8 billion alleging 10 different causes of action.  Motorola
is the Debtor's principal investor.  The lawsuit is still pending.

Subsequently, the Debtors signed a settlement with The Chase
Manhattan Bank and the rest of their senior secured lenders
resolving a suit commenced by the Creditors Committee in the
Debtors' behalf, seeking to avoid liens on $154.6 million of the
Debtors' assets.  The Bankruptcy Court approved the Settlement
Agreement.  The U.S. District Court for the Southern District of
New York affirmed the decision after Motorola appealed the
Bankruptcy Court's decision.  

Motorola brought the issue to the U.S. Court of Appeals for the
Second Circuit.

                     About Iridium Operating

Iridium Operating LLC used to develop and deploy global wireless
personal communication systems.  On August 19, 1999, some holders
of Iridium's senior notes filed an involuntary chapter 11 petition
(Bankr. S.D.N.Y. Case No: 99-45005) against Iridium and its
subsidiary Capital Corp.  At that time, the Debtors were highly
leveraged with $3.9 billion in secured and unsecured debt.  On the
same date, Iridium and 7 other subsidiaries filed voluntary
chapter 11 petitions in Delaware.  They consented to the
jurisdiction of the N.Y. Court in Sept. 7, 1999.  

William J. Perlstein, Esq., and Eric R. Markus, Esq., at Wilmer,
Cutler & Pickering represent the Debtors in their restructuring
efforts.  John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP
represent the petitioning creditors: Magten Partners, Wall
Financial Investments (USA) Ltd., and Canyon Capital Advisors LLC,
as Fund Manager for The Value Realization Fund, L.P.  Bruce
Weiner, Esq., at Rosenberg, Musso & Weiner LLP, represent the
Official Committee of Unsecured Creditors.


K&F INDUSTRIES: Commences Cash Tender Offer for $315 Million Notes
------------------------------------------------------------------
K&F Industries Inc., a subsidiary of Meggitt-USA Inc., commenced a
cash tender offer for any and all of its $315 million aggregate
principal amount of 7-3/4% senior subordinated notes due 2014
(CUSIP Nos: 482238AB8, U4865PAA5, 482238AA0 and 482240AM0) and a
consent solicitation to adopt certain amendments to the indenture
governing the notes that will eliminate or modify substantially
all of the restrictive covenants applicable to these notes.

The tender offer and consent solicitation are being made upon the
terms and subject to the conditions as described in K&F's offer to
purchase and consent solicitation statement, dated July 9, 2007
and related letter of transmittal and consent.

K&F is making the offer following the acquisition by Meggitt of
K&F Industries Holdings Inc., K&F's parent company.  In connection
with the acquisition, K&F became a wholly owned subsidiary of
Meggitt.  The offer also exceeds K&F's obligation to offer to
repurchase the notes for 101% of the principal amount of each
outstanding note following a change of control.

A holder's tendering of notes will be deemed to constitute
delivery of that holder's consent to the proposed amendments.
Holders of notes may not tender their notes without delivering
their consent to the proposed amendments, and holders may not
deliver consents without tendering their notes.

The offer will expire at midnight, New York City time, on Aug. 3,
2007, unless extended at the sole discretion of K&F or earlier
terminated.  Holders of the notes must tender their notes and
deliver their consent to the proposed amendments at or prior to
5 p.m., New York City time, on July 20, 2007, unless extended by
K&F, in order to receive the total consideration, which includes
both the tender consideration and the consent payment.  Holders of
notes tendering their notes after the consent time but prior to
the expiration time will only receive the tender consideration.  
Tendered notes may be withdrawn and the related consents may be
revoked at any time prior to the consent time, but not thereafter.

The "total consideration" to be paid for each note validly
tendered and with respect to which a consent is validly tendered
before the consent time, subject to the terms and conditions of
the offer, will be paid in cash and calculated based in part on
the yield on the 4.625% U.S. treasury note due Nov. 15, 2009,
which yield will be calculated as of 2 p.m., New York City time,
on the second business day prior to Aug. 3, 2007, the scheduled
expiration time.  The total consideration for each note will be
equal to the sum of:

     (i) the product of 65% and the present value of scheduled
         payments up to the initial redemption date on the note
         based on a fixed spread pricing formula utilizing a yield
         equal to that of the reference security, plus 50 basis
         points; plus

    (ii) the product of 35% and $1,077.50, which is equal to the
         price at which K&F is permitted to redeem up to 35% of
         the notes with the proceeds of an equity offering, which
         includes a capital contribution from its parent.

The detailed methodology for calculating the total consideration
for notes is described more fully in the statement.

Holders whose notes are purchased in the offer will also be paid
accrued and unpaid interest from the last interest payment date
to, but not including, the settlement date.  Included in the total
consideration is a payment of $30 per $1,000 principal amount of
notes.  Only notes with consents validly tendered at or prior to
the consent time will be eligible to receive the total
consideration.  Holders validly tendering notes after the consent
time and on or prior to the expiration time will only be eligible
to receive an amount equal to the total consideration less the
consent payment.

The settlement date will be promptly after the expiration time,
which is expected to be the third business day after the
expiration time.

K&F has engaged Barclays Capital Inc. as dealer manager for the
offer.  Persons with questions regarding the offer should contact
Barclays Capital toll-free at (866) 307-8991 or collect at (212)
412-4072 (attention: Liability Management).

Requests for documents should be directed to Georgeson Inc., the
information agent for the offer, toll-free at (888) 605-7549 or
collect at (212) 440-9800.

                          About Meggitt

Meggitt-USA Inc. is a subsidiary of Meggitt PLC, an international
aerospace and defense group specializing in aerospace equipment,
sensing and defense systems.  Its capabilities include wheels,
brakes and anti-skid systems, thermal management, fluid control,
fire, overheat and smoke detection, polymers and composite
solutions (aerospace equipment), condition monitoring systems,
high performance sensors and avionics (sensing systems) and
training and combat support systems (defense systems).

                       About K&F Industries

Headquartered in White Plains, New York, K&F Industries Inc.
(NYSE: KFI) -- http://www.kandfindustries.com/-- manufactures  
wheels, brakes and brake control systems for commercial transport,
general aviation and military aircraft and produces aircraft fuel
tanks, de-icing equipment and specialty coated fabrics used for
storage, shipping, environmental and rescue applications for
commercial and military use.

                          *     *     *

As reported in the Troubled Company Reporter on June 27, 2007,
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate credit rating, on White Plains, New York-based
K&F Industries Inc.  All ratings were removed from CreditWatch,
where they were placed with positive implications on March 7,
2007.  About $700 million of debt is affected.
     
"The action follows the announcement that Meggitt-USA Inc., a
wholly-owned unit of U.K.-based Meggitt PLC, has completed the
acquisition of K&F Industries Holdings Inc. for about $1.8
billion, including retained or retired debt," said Standard &
Poor's credit analyst Roman Szuper.


KENDLE INT'L: Wants to Offer $150 Million of Convertible Notes
--------------------------------------------------------------
Kendle International Inc. intends to offer, subject to market and
other conditions, an aggregate of $150 million of convertible
senior notes due in 2012.

The notes will be convertible, in certain circumstances, into a
combination of cash and Kendle common stock.  Upon conversion,
holders will receive cash up to the principal amount of the notes
to be converted, and any excess conversion value will be delivered
in shares of the company's common stock.

The company intends to grant the underwriter an option to purchase
up to an additional $22.5 million of convertible senior notes to
cover over-allotments, if any.

In connection with the offering, Kendle intends to enter into
convertible note hedge transactions with certain dealers.  These
transactions are intended to reduce the potential dilution to the
company's shareholders upon any future conversion of the notes.
The company also intends to enter into warrant transactions
concurrently with the offering, pursuant to which it intends to
sell warrants to purchase Kendle common stock to the same dealers
that intend to enter into the convertible note hedge transactions.

In connection with the convertible note hedge transactions, it is
expected that the dealers that are party to such transactions, or
their affiliates, will enter into various derivative or other
transactions with respect to Kendle common stock.  In addition,
following pricing of the offering of the notes, such parties or
their affiliates may continue to enter into, or to unwind, various
derivatives transactions with respect to Kendle common stock
and/or to purchase or sell shares of Kendle common stock in
secondary market transactions, including during the cash
settlement averaging period relating to a conversion of the notes.

The company intends to use the remaining net proceeds from this
note offering for the repayment of debt under its credit agreement
and for general corporate purposes, which may include working
capital and acquisitions or investments in businesses, products or
technologies complementary to its own.

UBS Investment Bank is acting as sole book-running manager in
connection with the offering.

The public offering of the company's convertible senior notes will
be made only by means of a prospectus under the company's existing
$300 million shelf registration statement.

Copies of the preliminary prospectus and accompanying prospectus
also may be obtained from:

          UBS Investment Bank
          Attention: Prospectus Department
          299 Park Avenue
          New York, NY, 10171
          Telephone: (888) 827-7275

                         About Kendle

Based in Cincinnati, Kendle International Inc. (Nasdaq: KNDL)
-- http://www.kendle.com/-- is a global clinical research  
organization and provides Phase II-IV clinical development
services worldwide.  The company's global clinical development
business is focused on five regions - North America, Europe,
Asia/Pacific, Latin America and Africa.

                         *     *     *

As of July 3, 2007, the company carries Moody's B1 long-term
corporate family rating, B1 bank loan debt, and B2 probability of
default rating.  The outlook is stable.

In addition, the company also carries Standard & Poor's B+ long-
term foreign and local issuer credits.  The outlook is stable.


LIBERTY MEDIA: Earns $369 Million in Quarter Ended March 31
-----------------------------------------------------------
Liberty Media Corp. reported net income of $369 million on revenue
of $2.12 billion for the first quarter ended March 31, 2007,
compared with a net loss of $26 million on revenue of
$1.90 billion for the same period in 2006.

The increase in revenue is due primarily to a $129 million or 8.3%
increase for QVC Inc. and $61 million generated by Starz Media
LLC, which the company acquired in August 2006.  In addition, the
company recognized full-quarter revenue for Provide Commerce Inc.
and FUN Technologies Inc. in 2007.  These increases were partially
offset by a $24 million decrease for TruePosition Inc.

Consolidated Operating Cash Flow increased $27 million or 6.8%
during the three months ended March 31, 2007, as compared to the
corresponding prior year period.  This increase is due primarily
to a $32 million or 78.0% increase in Starz Entertainment's
operating cash flow and a $19 million or 5.4% increase in QVC's
operating cash flow.  These increases were partially offset by an
$18 million decrease in operating cash flow for TruePosition due
to the reduction in revenue.

In connection with the company's adoption of Statement 123R, the
company recorded an $89 million transition adjustment in the first
quarter of 2006, net of related income taxes.   The company
recorded $22 million of stock compensation expense for the three
months ended March 31, 2007, compared with $30 million for the
comparable period in 2006.

Consolidated operating income increased $25 million or
11.2% to $249 million for the three months ended March 31, 2007,
as compared to $224 million for the corresponding prior year
period.  This increase is the net effect of an increase in
operating income for Starz Entertainment and QVC, partially offset
by operating losses generated by Starz Media and TruePosition.

The increase in net income is primarily due to the increase in
consolidated operating income and the realized and unrealized
gains on financial instruments of $344 million, versus realized
and unrealized losses of $193 million in 2006.  In addition, the
company recognized $42 million of earnings from discontinued
operations in 2007 versus a $6 million loss from discontinued
operations in 2006.  In 2006, the company also recognized a
transition adjustment of $89 million related to the adoption of
Statement 123R.

At March 31, 2007, the company's consolidated balance sheet showed
$47.62 billion in total assets, $24.99 billion in total
liabilities, $139 million in minority interests in equity in
subsidiaries, and $22.49 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?217f

                       About Liberty Media

Based in Englewood, Colorado, Liberty Media Corporation
(NASDAQ: LINTA, LCAPA) -- http://www.libertymedia.com/-- is a    
holding company that owns controlling and non-controlling
interests in a broad range of video and on-line commerce, media,
communications and entertainment companies.  The company's more
significant operating subsidiaries are QVC Inc. and Starz
Entertainment LLC.  QVC markets and sells a wide variety of
consumer products in the United States and several foreign
countries, primarily by means of televised shopping programs on
the QVC networks and via the Internet through its domestic and
international websites.  Starz Entertainment provides premium
programming distributed by cable operators, direct-to-home
satellite providers, other distributors and via the Internet
throughout the United States.

                         *     *     *

Fitch Ratings assigned a BB long-term issuer default rating and a
BB senior unsecured debt rating to Liberty Media Corporation on
Dec. 22, 2006.


LOTHIAN OIL: U.S. Trustee Sets July 23 Organizational Meeting
-------------------------------------------------------------
The U.S. Trustee for Region 7 has scheduled an organizational
meeting in Lothian Oil Inc. and its debtor-affiliates' bankruptcy
case on July 23, 2007, 11:00 a.m., at Midland Room 207, Second
Floor, George Mahon Federal Bldg. & Courthouse, 200 E. Wall
Street, in Midland, Texas.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's case.

The meeting is not the meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  A representative of the Debtor,
however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

Headquartered in Midland, Texas, Lothian Oil Inc. is a
privately owned oil and gas company.  Lothian and six
affiliates filed for chapter 11 protection on June 13, 2007
(Bankr. W.D. Tex. Case No. 07-70121).  Charles A. Beckham, Jr.,
Esq., E. Brooks Hamilton, Esq., and Eric Terry, Esq., at
Haynes & Boone LLP, represent the Debtors in their restructuring
efforts.  When Lothian sought bankruptcy, it listed assets and
debts between $1 million to $100 million.


LOTHIAN OIL: Court Sets Oct. 21 as Claims Filing Deadline
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas set
Oct. 21, 2007, as the last day for persons owed money by Lothian
Oil Inc. and its debtor-affiliates to file their proofs of claim
against the Debtors.

Proofs of claim must be received, on the bar date, by:

   George D. Prentice II
   Bankruptcy Clerk
   United States Bankruptcy Court
   Western District of Texas
   Suite P-163
   100 E. Wall Street
   Midland, TX 79701-0

Headquartered in Midland, Texas, Lothian Oil Inc. is a privately
owned oil and gas company.  Lothian and six affiliates filed for
chapter 11 protection on June 13, 2007 (Bankr. W.D. Tex. Case No.
07-70121).  Charles A. Beckham, Jr., Esq., E. Brooks Hamilton,
Esq., and Eric Terry, Esq., at Haynes & Boone LLP, represent the
Debtors in their restructuring efforts.  When Lothian sought
bankruptcy, it listed assets and debts between $1 million to
$100 million.


MICROISLET INC: Four Individuals Appointed to Board of Directors
----------------------------------------------------------------
Four of Microislet Inc.'s directors, James R. Gavin III, M.D.,
Ph.D., John J. Hagenbuch, Myron A. Wick III and Bertram E. Walls,
M.D. resigned from the company's board of directors and each
committee on which they served effective on June 25, 2007.

The action was pursuant to the terms of a securities purchase
agreement the company entered into on June 20, 2007, with selected
accredited investors and at the request of the purchasers
purchasing a majority of shares the company sold under the
agreement, referred to as the majority purchasers.

Pursuant to terms of the same agreement and the request of the
majority purchasers, on June 25, 2007, Robert W. Anderson, M.D.
and Steven T. Frankel, the two remaining directors on the
company's board, elected Ronald Katz, Keith B. Hoffman, Ph.D.,
Jonathan R. T. Lakey, Ph.D., M.S.M., and Michael J. Andrews to
fill the four vacancies on the company's board.

Ronald Katz was appointed on June 28, 2007, as chairman of the
board, and also appointed to serve on the company's audit
committee, compensation committee and nominating and governance
committee, filling the vacancies on those committees from the
resignation of Dr. Walls.

On June 28, 2007, Michael J. Andrews was appointed to be the
company's chief executive officer effective upon Dr. Gavin's
resignation.  Mr. Andrews's annual base compensation will be
$180,000 and he will be granted a stock option under the company's
2005 Equity Incentive Plan to purchase 200,000 shares, vesting as
to 25% of the shares upon grant and an additional 25% of the
shares on each of July 1, 2008, 2009 and 2010, subject to
continuing service.  The option will have an exercise price equal
to the fair market value on the date of grant, which will be two
business days after public announcement of his appointment.

On the same date, Jonathan R. T. Lakey, Ph.D., M.S.M. was
appointed to be the company's President effective upon Dr. Gavin's
resignation and Dr. Lakey's receipt of a U.S. visa.  Dr. Lakey
will also commence service as Chief Scientific Officer on such
effective date.  Dr. Lakey's annual base compensation will be
$250,000 and he will be granted a stock option under the company's
2005 Equity Incentive Plan to purchase 400,000 shares, vesting as
to 25% of the shares upon grant and an additional 25% of the
shares on each of July 1, 2008, 2009 and 2010, subject to
continuing service.  The option will have an exercise price equal
to the fair market value on the date of grant, which will be two
business days after public announcement of his appointment.

                      About MicroIslet Inc.

Headquartered in San Diego, California, MicroIslet Inc.
(AMEX:MII) -- http://www.microislet.com/-- engages in   
Biotechnology research and development in the field of medicine
for people with diabetes.  MicroIslet's patented islet
transplantation technology, licensed from Duke University,
includes methods for cryopreservation and microencapsulation.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Deloitte & Touche LLP, in San Diego, California, raised
substantial doubt about MicroIslet's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's substantial operating losses and negative
operating cash flows.


MOLZAN INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Molzan, Inc.
        dba Ruggles Restaurant
        aka Ruggles Grill
        817 Westheimer Road
        Houston, TX 77006

Bankruptcy Case No.: 07-34625

Type of Business: The Debtor filed for Chapter 11 protection on
                  February 14, 2006 (Bankr. S.D. Tex. Case No.
                  06-30610).

Chapter 11 Petition Date: July 9, 2007

Court: Karen K. Brown

Debtor's Counsel: Karen R. Emmott, Esq.
                  1900 North Loop West, Suite 255
                  Houston, TX 77018
                  Tel: (713) 739-0008
                  Fax: (713) 956-0489

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


MORGAN STANLEY: Moody's Pus Low-B Ratings on Six 2005-IQ10 Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 26 classes of
Morgan Stanley Capital I Trust 2005-IQ10, Commercial Mortgage
Pass-Through Certificates 2005-IQ10 as:

-- Class A-1, $58,048,101, affirmed at Aaa
-- Class A-1A, $227,407,292, affirmed at Aaa
-- Class A-2, $50,000,000, affirmed at Aaa
-- Class A-3-1, $78,000,000, affirmed at Aaa
-- Class A-3-1FL, $75,000,000, affirmed at Aaa
-- Class A-3-2, $50,000,000, affirmed at Aaa
--Class A-AB, $75,000,000, affirmed at Aaa
-- Class A-4A, $527,250,000, affirmed at Aaa
-- Class A-4B, $75,322,000, affirmed at Aaa
-- Class A-J, $129,549,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class X-Y, Notional, affirmed at Aaa
-- Class B, $30,938,000, affirmed at Aa2
-- Class C, $11,601,000, affirmed at Aa3
-- Class D, $25,137,000, affirmed at A2
-- Class E, $13,535,000, affirmed at A3
-- Class F, $19,335,000, affirmed at Baa1
-- Class G, $11,602,000, affirmed at Baa2
-- Class H, $17,402,000, affirmed at Baa3
-- Class J, $3,867,000, affirmed at Ba1
-- Class K, $7,734,000, affirmed at Ba2
-- Class L, $5,801,000, affirmed at Ba3
-- Class M, $5,801,000, affirmed at B1
-- Class N, $3,867,000, affirmed at B2
-- Class O, $5,801,000, affirmed at B3

As of the June 15, 2007 distribution date, the transaction's
aggregate certificate balance decreased by about 1.4% to $1.53
billion from $1.55 billion at securitization.  The certificates
are collateralized by 210 loans, ranging in size from less than 1%
to 12.8% of the pool, with the top 10 loans representing 47.3% of
the pool.  The pool includes one shadow rated loan, representing
2.5% of the pool, and 74 residential cooperative loans,
representing 9% of the pool.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Twenty-seven
loans, representing 22.5% of the pool, are on the master
servicer's watchlist.

Moody's was provided with partial- or full-year 2006 operating
results for 97.5% of the pool.  Moody's weighted average loan to
value ratio for the conduit component is 99.8%, compared to 101.1%
at securitization, resulting in an affirmation of all classes.

The shadow rated loan is the Cortana Mall Loan
($38.1 million -- 2.2%), which is secured by the borrower's
interest in an 1.4 million square foot regional mall located in
Baton Rouge, Louisiana.  The mall is anchored by Sears, Dillard's,
J.C. Penney and Steve and Barry's University Sportswear.  The
center also included a Foley's Department store at securitization
(238,000 square feet; not part of collateral), but this store has
closed.  The in-line space was 75% occupied as of May 2007,
compared to 77% at securitization.  Financial performance has been
impacted by increased operating expenses.  Moody's current shadow
rating is Ba1, compared to Baa3 at securitization.

The top three conduit loans represent 23.9% of the pool. The
largest conduit loan is the 195 Broadway Loan
($196 million -- 12.8%), which is secured by a 915,000 square foot
office building located in New York City.  The property was 84.3%
occupied as of December 2006, essentially the same at
securitization.  Moody's LTV is 114.2%, the same as at
securitization.

The second largest conduit loan is the 1875 K Street Loan
($85 million -- 5.6%), which is secured by a 188,000 square foot
Class A office building located in Washington D.C.  The property
was 99% occupied as of December 2006, the same as at
securitization.  Moody's LTV is 118.4%, compared to 123.9% at
securitization.

The third largest conduit loan is the L-3 Communications Loan ($84
million -- 5.5%), which is secured by an eight building
office/industrial park totaling 901,000 square feet.  The complex
is located in Salt Lake City, Utah and is 100% leased, the same as
at securitization. Moody's LTV is 99.9%, essentially the same as
at securitization.


OMNICARE INC: Earns $43 Million in Quarter Ended March 31
---------------------------------------------------------
Omnicare Inc. reported net income of $43 million on net sales of
$1.58 billion for the first quarter ended March 31, 2007, compared
with net income of $53.2 million on net sales of $1.66 billion for
the same period ended March 31, 2007.

Results for both the first quarter of 2007 and 2006 include
special items of $21.9 million pretax and $47.9 million pretax,
respectively.  Excluding these special items, adjusted net income
was $56.5 million in 2007 compared with $86.1 million in 2006.

The deconsolidation of the joint venture operations in which the
company owns less than a 100% interest, as a result of the a
change to the equity method of accounting which was effective in
the third quarter of 2006, reduced reported sales by approximately
$28 million for the 2007 first quarter but had no impact on
earnings.

Included in the results for the first quarter of 2007 (including
the adjusted results) are expenses totaling approximately
$2.6 million pretax comprising temporary labor, administrative and
operating costs incurred in connection with the implementation of
the Medicare Part D drug benefit, as compared with approximately
$9.8 million pretax in such costs in the first quarter of 2006.
The first quarter of 2007 and 2006 also included $1.5 million
pretax, and $2.9 million, respectively, in expense related to
Statement of Financial Accounting Standards No. 123 (revised
2004), "Share-Based Payment" (SFAS 123R), effective Jan. 1, 2006.

Moreover, the results for the first quarter of 2007 (including the
adjusted results) were impacted by the unilateral reduction by
UnitedHealth Group Inc. and its affiliates in the reimbursement
rates paid by United to Omnicare.  This unilateral reduction in
rates reduced sales and operating profit in the first quarter of
2007 by approximately $30.5 million.  This matter is currently the
subject of litigation initiated by Omnicare and is before the
federal court in the Northern District of Illinois.

Commenting on the results for the quarter, Joel F. Gemunder,
Omnicare's president and chief executive officer, said, "Our
first-quarter results were short of expectations as we saw our
institutional pharmacy business primarily impacted by three
factors that we are already addressing.  First and foremost, our
results were impacted by certain generic drugs, with unusually
high volume, whose exclusivity period expired, resulting in lower
prices.  Moreover, our margins were further impacted by the timing
difference between these price reductions and our ability to
realize our new, lower drug acquisition costs as existing
inventory, at a higher historical cost, was being depleted.  This
situation was exacerbated by the disproportionate size and
unfavorable terms of our current contract with United/PacifiCare.
Fortunately, we believe this issue will begin to self-correct in
the second quarter as lower drug costs previously negotiated begin
to roll through our inventory.  Despite the whipsaw effect we saw
this quarter, we continue to believe that generics are favorable
both to payors and to the Company.

"Also during the quarter, we experienced higher than expected
labor costs in our pharmacy operations as well as a lower than
anticipated number of beds served.  We are taking aggressive
actions to bring labor costs back in line, and we continue with
our short and long-term initiatives that we believe will have a
salutary effect on future bed growth.

"In contrast to the earnings performance, cash flow from
operations was exceedingly strong and progress continues in our
longer term productivity initiatives.

Cash flow from operations for the quarter ended March 31, 2007,
reached a record $174.8 million versus $82.8 million in the
comparable prior-year quarter.  Cash flow for the 2007 quarter
included the receipt of approximately $7.6 million in previously
delayed payments from the Illinois Department of Public Aid
(Illinois Medicaid).  The 2007 quarter also included $6.3 million
in incremental cash costs relating to the closure of the company's
former Heartland repackaging operations.  Cash flow for the 2006
quarter was favorably impacted by the return of a deposit of
approximately $38.3 million from one of the company's drug
wholesalers.

During the first quarter of 2007, the company repaid $50 million
in debt and at March 31, 2007, had $199.3 million in cash on its
balance sheet.

                          Special Items

Special items for the first quarter of 2007 include a pretax
charge of $9.2 million for restructuring and other related costs
associated primarily with the implementation of the Omnicare Full
Potential Plan, special litigation charges of $6.9 million pretax
relating to litigation-related professional fees in connection
with previously disclosed government inquiries and litigation, as
well as the company's lawsuit against United, and a pretax charge
of $5.8 million relating to the incremental costs associated with
the closure of the Company's Heartland repackaging operations.

Included in special items for the first quarter of 2006 is a
$34.1 million pretax charge for the establishment of a settlement
reserve relating to the inquiry by the federal government and
certain states concerning the substitution of certain generic
drugs by the company.  The 2006 quarter also included a charge of
$7.7 million pretax for restructuring and other related costs
associated primarily with the NeighborCare consolidation plan and
other productivity initiatives, as well as a charge of
$6.1 million pretax, associated with retention payments for
certain NeighborCare employees as required under the acquisition
agreement.

At March 31, 2007, the company's consolidated balance sheet showed
$7.54 billion in total assets, $4.34 billion in total liabilities,
and $3.2 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?217e

                      About Omnicare Inc.

Headquartered in Covington, Kentucky, Omnicare Inc. (NYSE: OCR)
-- http://www.omnicare.com/-- provides pharmaceutical care for    
the elderly.  Omnicare serves residents in long-term care
facilities and other chronic care settings comprising
approximately 1.4 million beds in 47 states, the District of
Columbia and Canada.  Omnicare is the largest U.S. provider of
professional pharmacy, related consulting and data management
services for skilled nursing, assisted living and other
institutional healthcare providers as well as for hospice patients
in homecare and other settings.  Omnicare's pharmacy services also
include distribution and patient assistance services for specialty
pharmaceuticals.  Omnicare offers clinical research services for
the pharmaceutical and biotechnology industries in 30 countries
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services lowered its ratings on Omnicare
Inc.  The corporate credit rating was lowered to 'BB+' from
'BBB-'.  The outlook is negative.  The subordinated debt and
senior unsecured ratings were lowered to 'BB-' from 'BB+', and the
preferred stock rating on the company's convertible debentures was
lowered to 'B+' from 'BB', reflecting Omnicare's sub-investment
grade status.


POLYTECHNIC UNIVERSITY: Moody's Withdraws $85.3MM Bond's B1 Rating
------------------------------------------------------------------
Moody's Investors Service withdrew its B1 rating assigned to
Polytechnic University's about $85.3 million of Series 2000 Bonds
issued by the New York City Industrial Development Agency.  

The rating has been withdrawn due to the defeasance of all Series
2000 Civic Facility Revenue Bonds through the issuance of
refunding bonds.  Polytechnic no longer has any debt with a
Moody's underlying rating.


PORTRAIT CORP: Insurers Balks at Joint Second Amended Plan
----------------------------------------------------------
Continental Casualty Company, Transportation Insurance Company and
Transcontinental Insurance Company and their American affiliated
insurance companies objected to the Portrait Corporation of
America Inc. and its debtor-affiliates' Second Amended Joint
Chapter 11 Plan of Reorganization.  The insurers claim that the
Plan doesn't contain sufficiently specific information about their
claims and releases.

Lumbermens Mutual Casualty Company and its affiliates insurance
companies also objected to the Plan.

As previously reported in the Troubled Company Reporter, the U.S.
Bankruptcy Court for the Southern District of New York has set a
hearing today, July 11, 2007, to consider confirmation of the
Debtors' Plan.

As reported in the Troubled Company Reporter on June 12, 2007, the
Debtors sold substantially all of its operating assets to Consumer
Programs Inc.

A sale motion and asset-purchase agreement indicated that the
buyer of the company's assets would be assuming all workers
compensation liabilities, but doesn't contain specifics concerning
how this is to be done.

Also on June 4, 2007, the Court approved the Debtors' Supplement
to Debtors' Disclosure Statement Relating to Second Amended Joint
Plan Under Chapter 11 of the Bankruptcy Code.  Neither the
Supplement nor the Plan clarifies how the Debtors and CPI
anticipate the resolution and satisfaction of amounts due and
owing to CNA on account of the Insurance Agreements.  Nor do the
Plan and Supplement clarify claims handling responsibility under
the Insurance Agreements.

In light of the language of the Sale Order and the Plan, the
treatment of workers' compensation claims and the handling of
those claims is unclear.  Pursuant to the Purchase and
Sale Agreement, CPI agreed to assume all of the Debtors' workers
compensation liabilities.  CPI did not, however, assume the
Insurance Agreements.

The Sale and Purchase Agreement, Sale Order and Plan are unclear
as to the ultimate disposition of the Debtors' liability for
workers' compensation claims.  Although the Debtors purport to
assign their workers compensation liabilities to CPI, none of the
referenced documents provide relief to the Debtors from the
preexisting liabilities.  Further, none of the documents resolve
issues regarding the handling of claims that would be otherwise
covered by CNA pursuant to the Insurance Agreements.  Lastly, the
Plan, the Sale Order and Sale and Purchase Agreement fail to
provide any guidance as to CAN or Kemper's remaining obligations
under the Insurance Agreements.  However, to the extent the Plan
purports to modify the terms of the Insurance Agreements, such
modification is inappropriate and cannot be approved.

Klestadt & Winters, LLP, and Wildman, Harrold, Allen & Dixon LLP,
represent the insurers.

                        About Portrait Corp.

Portrait Corporation of America Inc. -- http://pcaintl.com/--
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany, and the United Kingdom.  The company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to church
congregations and other institutions.  Portrait Corporation and
its debtor-affiliates filed for Chapter 11 protection on Aug. 31,
2006 (Bankr S.D. N.Y. Case No. 06-22541).  John H. Bae, Esq., at
Cadwalader Wickersham & Taft LLP, represents the Debtors in their
restructuring efforts.  Berenson & Company LLC serves as the
Debtors' Financial Advisor and Investment Banker. Kristopher M.
Hansen, Esq., at Stroock & Stroock & Lavan LLP represents the
Official Committee of Unsecured Creditors.  Peter J. Solomon
Company serves as financial advisor for the Committee.  At June
30, 2006, the Debtor had total assets of $153,205,000 and
liabilities of $372,124,000.


PRIDE INT'L: Inks $612 Million Purchase Pact with Samsung Heavy
---------------------------------------------------------------
Pride International Inc. entered into an agreement pursuant to
which Samsung Heavy Industries Co, Ltd. agreed to construct for
Pride an advanced-capability drillship for ultra-deepwater
drilling use.  The agreement provides that, following shipyard
construction, commissioning and associated testing, the rig is to
be delivered to Pride on or before June 30, 2010.  

The agreement provides for an aggregate purchase price of
$612 million, subject to adjustment for delayed delivery, payable
in installments during the construction process.  In connection
with the construction contract, Pride entered into a license
agreement with Transocean Offshore Deepwater Drilling Inc. with
respect to certain patents related to the drillship's dual-
activity capabilities.  

Under the license agreement, Pride will pay Transocean a fee
of $10 million for the initial drillship and an additional
$15 million for any additional drilling units that use the
patented technology, plus 5% of the revenue earned by the
drillship and any additional units, reduced by a $5 million credit
per unit for any of the additional units, in jurisdictions where
the license is applicable.

                    About Pride International

Headquartered in Houston, Texas, Pride International Inc.
(NYSE: PDE) -- http://www.prideinternational.com/-- provides      
onshore and offshore contract drilling and related services in
more than 25 countries, operating a diverse fleet of 277 rigs,
including two ultra-deepwater drillships, 12 semisubmersible rigs,
28 jackups, 16 tender-assisted, barge and platform rigs, and 214
land rigs.

                      *     *     *

As of July 10, 2007, the company carries Moody's Ba1 long-term
corporate family rating and probability of default rating.  
Moody's also rates the company's senior unsecured debt at Ba2.  
The outlook is stable.

Standard & Poor's rates the company's long-term foreign and local
issuer credits at BB.  The outlook is stable.

Fitch rates the company's long-term issuer default rating and
senior unsecured debt at BB.  The outlook is stable.


PRIDE INT'L: Increases Salaries and Bonuses of Executive Officers
-----------------------------------------------------------------
Pride International Inc. increased the base salaries and 2007
target bonus percentages under its annual incentive compensation
plan for certain of its executive officers.  

The base salaries and target bonus percentages as of July 1, 2007,
for Pride's named executive officers who are currently executive
officers of the company are:
         
        Name                 Salary              Target Bonus
        ----                 ------              ------------
  Louis A. Raspino          $900,000                  90%
  Rodney W. Eads            $535,000                  75%
  Brian C. Voegele          $405,000                  60%
  W. Gregory Looser         $382,000                  55%
  Lonnie D. Bane            $335,000                  55%

Under Pride's annual incentive compensation plan for 2007, bonuses
for executive officers will be paid based on the achievement of
metrics established by Pride's compensation committee.  The
metrics under the plan for 2007 consist of earnings per share
(30%), operating and general and administrative expense control
(15%), operating efficiency (10%), working capital (10%), safety
performance on a company-wide basis (10%) and personal performance
goals (25%).  The maximum bonus equals two times the target bonus.

Pride International Inc. provides onshore and offshore contract
drilling and related services in more than 25 countries.

                      *     *     *

As of July 10, 2007, the company carries Moody's Ba1 long-term
corporate family rating and probability of default rating.  
Moody's also rates the company's senior unsecured debt at Ba2.  
The outlook is stable.

Standard & Poor's rates the company's long-term foreign and local
issuer credits at BB.  The outlook is stable.

Fitch rates the company's long-term issuer default rating and
senior unsecured debt at BB.  The outlook is stable.


PRIMUS CLO: S&P Puts Preliminary BB Rating on $15.5 Million Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Primus CLO II Ltd.'s $368.5 million floating-rate
notes.
     
The preliminary ratings are based on information as of July 9,
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;

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

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
   
                Preliminary Ratings Assigned
                    Primus CLO II Ltd.
   
       Class                   Rating         Amount
       -----                   ------         ------
        A                       AAA         $302,500,000
        B                       AA            $8,500,000
        C                       A            $31,500,000
        D                       BBB          $10,500,000
        E                       BB           $15,500,000
        Subordinate notes       NR           $31,500,000

                       NR - Not rated.


QUEBECOR MEDIA: Plans to Offer $750 Million of Senior Notes
-----------------------------------------------------------
Quebecor Media Inc. intends to offer approximately $750 million of
its senior notes, subject to market and other conditions.  The
senior notes are expected to be issued in two tranches maturing in
2015 and in 2018.

Quebecor Media intends to use the net proceeds of this issuance of
senior notes to fund its offer to acquire Osprey Media Income
Fund, the proposed acquisition of all of the common shares of
Nurun Inc. not currently held by Quebecor Media and a payment to
The Carlyle Group in respect of an existing obligation, well as
for general corporate purposes.

In the event that Quebecor Media's offer to acquire Osprey Media
or the Nurun common shares is withdrawn or terminated, Quebecor
Media intends to use the proceeds for general corporate purposes,
which may include acquisitions, capital expenditures and the
voluntary repayment of existing indebtedness.

Quebecor Media Inc., a subsidiary of Mortsel, Belgium-based,
Quebecor Inc. -- http://www.quebecor.com/, owns operating  
companies in numerous media-related businesses: Videotron Ltd.,
a cable operator in Quebec and a major Internet Service Provider
and provider of telephone and business telecommunications
services; Sun Media Corporation, Canada's chain of tabloids and
community newspapers; TVA Group Inc., operator of 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., 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.


QUEBECOR MEDIA: Moody's Rates New $750 Million Notes at B2
----------------------------------------------------------
Moody's Investors Service rated Quebecor Media Inc.'s new
$750 million senior unsecured note issue B2, to be issued in two
tranches.

At the same time, QMI's Ba3 corporate family rating and stable
ratings outlook were affirmed.  As well, the notes issue adjusts
QMI's waterfall of debts, necessitating ratings and loss given
default assessment upgrades on certain existing instruments.  The
rating actions were prompted by the July 9th announcement of the
new note issue.  

This followed two prior announcements:

   i. On July 5, 2007 QMI announced an agreement to acquire Osprey
      Media Income Fund, a publicly traded publisher of community  
      newspapers and magazines for an aggregate purchase price of
      about CND$577 million, including assumed debt of
      CND$161 million;

  ii. On June 1, 2007, QMI announced its intention to acquire all
      of the outstanding common shares of Nurun Inc, a publicly
      traded company providing new media consulting services for
      aggregate cash consideration of about CND$68 million.

Should the two acquisition transactions close, it being noted they
are both subject to standard closing conditions, the transactions
will consume about CND$645 million of the proceeds of the new note
issue. Should they not close, QMI has indicated that the proceeds
will be used to fund capital expenditures or for other as yet
unspecified acquisition opportunities or to repay existing debt.

The remaining balance of proceeds is to be used to pay external
obligations and pay expenses.  The prospective Osprey and Nurun
transactions do not, individually or in the aggregate, impact
QMI's expected credit protection measures sufficiently to warrant
rating changes.  With the other uses of the new financing, either
paying existing third party obligations or refinancing existing
indebtedness, also being essentially neutral to credit protection
measures, the proposed financing is also assessed as having
negligible ratings impact, allowing QMI's CFR and outlook to be
affirmed.

Assignments:

Issuer: Quebecor Media, Inc.

-- Senior Unsecured Regular Bond/Debenture, Assigned a range of
    87 - LGD5 to B2

Upgrades:

Issuer: Quebecor Media, Inc.

-- Senior Secured Bank Credit Facility (unchanged at B1), LGD:
    Upgraded to 67 - LGD4 from 79 - LGD5

-- Senior Unsecured Regular Bond/Debenture (unchanged at B2),
    LGD: Upgraded to 87 - LGD5 from 92 - LGD6

Issuer: Sun Media Corporation

-- Senior Secured Bank Credit Facility (unchanged at Baa3), LGD:
    Upgraded to 04 - LGD1 from 07 - LGD1

-- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 range
    of 26 - LGD2 from Ba2 range of 37 - LGD3

Issuer: Videotron Ltee

-- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 range
    of 26 - LGD2 from Ba2 range 37 - LGD3

Other important rating influences include expectations of
continued top-line and cash flow growth resulting from robust
activity at QMI's cable subsidiary Videotron Ltd.  In turn, this
results from the successful bundled deployment of its cable
telephony product, and is expected to be the key driver behind
improved cash generation over the next several quarters,
subsequently, saturation will cause growth to return to more
normal levels.  

In addition, capital expenditures on new printing presses at QMI's
Sun Media Corporation newspaper subsidiary are largely complete.
The related cash drain should be replaced by margin gains as cost
savings from more efficient presses are internalized.  It is also
noted that QMI's consolidated operations are strengthened by the
diversity contributed by its smaller entertainment, broadcasting
and internet portal operations, particularly TVA Inc, the largest
French broadcaster in North America.

There are several factors that provide offsetting influences, the
first of which is the company's desire to grow more quickly than
organic expansion will facilitate.  The Osprey and Nurun
transactions are manifestations of this.  In addition, QMI has
indicated that it wants to be a consolidator in the newspaper
segment and has discussed being a potential bidder in the pending
Canadian radio spectrum auction.  Should the company be a
successful bidder, even should the CRTC mandate things such as
incumbent tower sharing and roaming so as to provide new entrants
with the best possible opportunity for success, it is likely that
significant cash flow will be required to be allocated for several
years in order to build a credible business.

In addition, Videotron has ongoing network capital expenditure
requirements and income tax is expected to provide meaningful
leakage within two years.  Lastly, QMI has shareholders that
expect cash returns, and it is expected that cash dividends will
be declared should cash flow be available.  The aggregate of the
uncertainties provided by these influences offsets the positive
momentum provided by Videotron's results and causes the ratings
outlook to remain stable.

Headquartered in Montreal, Canada, Quebecor Media Inc. is a
privately held leading Canadian media holding company.  Through
its operating companies, QMI has activities in cable distribution,
business, residential and mobile wireless telecommunications,
newspaper publishing, television broadcasting, book, magazine and
video retailing, publishing and distribution, music recording,
production and distribution and new media services.  

QMI is 54.7% owned by Quebecor Inc, a publicly traded
communications holding company, and 45.3% owned by Capital CDPQ.  
Quebecor Inc.'s primary assets are its interests in Quebecor Media
and in Quebecor World, one of the world's largest commercial
printers (B2 Negative).  Capital CDPQ is a wholly-owned subsidiary
of Caisse de dep"t et placement du Quebec, Canada's largest
pension fund manager, with about $237 billion in assets under
management.  None of Quebecor Inc., Quebecor World or Capital CDPQ
is an obligor or a guarantor of QMI's debt obligations.


QUEBECOR MEDIA: S&P Rates Proposed $750 Million Senior Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' debt rating to
Montreal, Quebec-based Quebecor Media Inc.'s proposed $750 million
senior unsecured notes due 2015 and 2018.  The notes are rated two
notches below the 'BB-' long-term corporate credit rating,
reflecting their junior position in the company's capital
structure with debt at wholly owned subsidiaries, Videotron Ltee
and Sun Media Corp. (both companies rated BB-/Stable/--), ranking
ahead of the proposed notes.  The ratings and outlook on all
companies are unchanged.
     
"We largely expect proceeds from the notes to be used to fund the
proposed Osprey Media Income Fund acquisition," said Standard &
Poor's credit analyst Lori Harris.  Quebecor Media recently
increased its cash offer for Osprey Media, a leading publisher of
newspapers, magazines, and specialty publications in Ontario, to
CDN $8.45 per unit, which represents an equity value of CDN $414
million and a total purchase price of C$576 million inclusive of
debt assumption.
     
"Although the proposed transaction is part of a competitive
bidding process, should Quebecor Media 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.  Still, credit measures should remain in line with
the rating category following the transaction, which is expected
to close in the next couple of months upon unit holder and
regulatory approvals.
     
With Osprey's 20 daily and 34 nondaily community newspapers, the
proposed acquisition will strengthen the company's Sun Media
newspaper market position, which currently consists of eight paid
urban dailies, seven free commuter dailies, and 196 community
newspapers and specialty publications.  Although Osprey
participates in the challenging newspaper industry, it is somewhat
insulated against economic factors as its revenue base is derived
from the community newspaper segment.  The addition of Osprey also
provides Sun Media with a significant presence in the Ontario
newspaper market.  S&P expect Osprey's profitability to improve
through synergies with Sun Media, primarily in the areas of
printing, distribution, and procurement.
     
The stable outlook reflects Standard & Poor's expectation that
Quebecor Media's operating assets will maintain their solid market
positions, that credit measures will be in line with the ratings
in the medium term, and that the company will successfully manage
the integration of Osprey.  S&P could revise the outlook to
positive or raise the ratings if Quebecor Media improves its
financial risk profile and is able to sustain better operating
performance and stronger credit measures.  Alternatively, the
outlook could be revised to negative if the company fails to meet
expectations, resulting in the weakening of Quebecor Media's
operating performance and credit measures.


RAG SHOPS: Gets Court Nod to Sell Substantially All Assets
----------------------------------------------------------
Rag Shops, Inc. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the Eastern District of New York to
conduct a sale of substantially all of its assets through a Court-
approved auction.

The Debtors, their financial advisors and its Official Committee
of Unsecured Creditors believe that an expedited sale of
substantially all of the Debtors' assets is absolutely necessary
to preserve value for the Debtors' estates and creditors.  The
Debtors projected that, even with debtor-in-possession financing
they have obtained from Wells Fargo Retail Finance LLC, the
Debtors will not have sufficient liquidity to continue operations
past the end of June 2007.

The Debtors argued that without additional financing, they will
cease operations and the value of their assets will plummet.
Accordingly, under these circumstances the immediate sale of
substantially all of the Debtors' assets is necessary and
appropriate.  The Debtors believe that Wells Fargo and the
Committee both support the asset sale.

Since the Debtors' bankruptcy filing, Duff & Phelps Securities
LLC, the Debtors' financial advisor, has continued to actively
market the Debtors' business as a going concern, in addition to
exploring the orderly sale of the Debtors' assets.  To
that end, DPS engaged in extensive negotiations with two
purchasers interested in liquidating the Debtors' inventory, and
furniture, fixtures and equipment through the conduct of "going
out of business" sales at the Debtors' stores and in purchasing
the designation rights for the Debtors' real property leases.

Despite the high number of interested parties, the Debtors were
unable to locate an acceptable stalking horse bidder.  The Debtors
believed this is a result of the Debtors' determination not to
offer a break-up fee or substantial "bid protections."

Accordingly, the Court:

   1) established certain competitive bidding procedures in
      connection with the sale of its assets;

   2) approved the Debtors' entry into an expense reimbursement
      arrangement with any stalking horse bidder;

   3) approved the asset purchase agreement and agency and license
      agreement forms; and

   4) scheduled an auction and sale hearing.

Although the Debtors will continue to market their business to
strategic partners and investors in an effort to sell their
business as a going concern, based on the response to the
marketing efforts to date, the Debtors' sale of its assets is
expected to take the form of a two-part transaction:

   (a) the sale of the Debtors' inventory, furniture, fixtures and
       equipment together with the right to conduct GOB Sales at
       the Debtors' stores; and

   (b) the sale of designation rights of the Debtors' real
       property leases.

The Court further ordered that the proceeds from the sale in the
amount of $1,300,000 will be reserved in a segregated account in
the name of the Debtors at Wells Fargo to be used solely to pay
allowed fees and expenses covered by the carve-out, and that the
sale proceeds in the amount of $100,000 be reserved in a
segregated account at Wells Fargo to be used solely to pay the
joint venture's expense reimbursement.

                        About Rag Shops

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

The company and its affiliates filed for chapter 11 protection on
May 2, 2007 (Bankr. E.D.N.Y. Lead Case No. 07-42272).  Adam L.
Rosen, Esq., at Rosen Slome Marder, LLP, represents the Debtors in
their restructuring efforts.  Jay R. Indyke, Esq., at Cooley
Godward Kronish LLP, represents the Official Committee of
Unsecured Creditors.  At March 3, 2007, the Debtors disclosed
total assets of $35,301,000 and total debts of $52,532,000.


REALOGY CORP: Closes Change of Control Offer for $1.2 Bil. Notes
----------------------------------------------------------------
Realogy Corporation has closed its change of control offer for any
and all of its outstanding:

   a) $250,000,000 principal amount of Floating Rate Senior Notes
      due 2009;
   
   b) $450,000,000 principal amount of 6.15% Senior Notes due
      2011; and

   c) $500,000,000 principal amount of 6.50% Senior Notes due
      2016.

As required by the Notes and the indenture governing the Notes,
the purchase price with respect to each series of Notes equaled
100% of the principal amount of such series of Notes, plus accrued
interest payable with respect to such series of Notes to July 9,
2007.

Based upon final results from the depositary for the tender offer,
of the $1.2 billion aggregate principal amount of the Notes
outstanding, Realogy purchased approximately $1 billion,
consisting of approximately $230,000,000 principal amount of
Floating Rate Senior Notes due 2009, $324,245,000 of the principal
amount of 6.15% Senior Notes due 2011 and $448,500,000 of the
principal amount of 6.50% Senior Notes due 2016.

Realogy effected payment of the validly tendered Notes on July 9,
2007 by depositing immediately available funds with the
depositary, Wells Fargo Bank, National Association, which in turn
is required to transmit payment to tendering holders of Notes.

To finance the purchase of the Notes, Realogy utilized a portion
of the delayed draw term loan subfacility under the senior secured
credit facility it established in April 2007.

The change of control offer was made pursuant to Realogy's
obligations under the indenture governing the Notes, which
requires Realogy to make an offer to purchase the Notes after a
"change of control triggering event."

A "change of control triggering event" occurred on April 10, 2007
as a result of (i) the "change of control" that resulted on that
date from the consummation of Realogy's merger with an affiliate
of Apollo Management L.P. and (ii) the lowering of the ratings for
the Notes to below investment grade by both Moody's Investors
Service, Inc. and Standard & Poor's Rating Services in March 2007.

                        About Realogy Corp.

Headquartered in Parsippany, New Jersey, Realogy Corporation
(NYSE: H)-- http://www.realogy.com/-- is real estate franchisor  
and a member of the S&P 500.  The company has a diversified
business model that also includes real estate brokerage,
relocation, and title services.  Realogy's world-renowned brands
and business units include CENTURY 21(R), Coldwell Banker(R),
Coldwell Banker Commercial(R), ERA(R), Sotheby's International
Realty(R), NRT Incorporated, Cartus, and Title Resource Group.
Realogy has more than 15,000 employees worldwide.  The company
operates in Australia, Brazil and France.

                           *     *     *

Standard & Poor's downgraded Realogy Corp.'s long-term foreign
and local issuer credit ratings to BB+.


RONCO CORP: Former CEO Charges SMH with Lack of Due Diligence
-------------------------------------------------------------
Richard Allen, Sr., former chief executive officer and president
of Ronco Corp., in documents filed with the U.S. Bankruptcy Court
for the Central District of California, alleges that Sanders
Morris Harris Inc., a Houston investment bank and Ronco
stockholder, appointed current CEO John Reiland in May through its
"control" of Ronco's board of directors, "to do damage control"
and "to cover up SMH's lack of due diligence and insulate it from
lawsuits," Patrick Fitzgerald of the Associated Press reports.

According to AP, Mr. Allen specifically charges that SMH didn't
review Ronco's financial situation before arranging for a group of
investors in 2005 to buy the company from founder Ron Pompeil.

Additionally, Mr. Allen recounts that SMH failed to inform
investors that Ronco had just $250,000 in cash at the time the
deal was completed, AP relates.

Mr. Allen, AP says, has been battling the current executives of
the company since before the company's bankruptcy filing, alleging
fraudulent billing, wasteful spending and insider dealings.

On Feb. 9, 2007, Mr. Allen filed a wrongful termination suit
against SMH contending that he was terminated without "cause"
pursuant to the terms of an employment agreement dated June 30,
2005.  Mr. Allen's complaint also included allegations of
intentional interference with his employment agreement with the
company.

Mr. Allen served as CEO and President of the company from July
2005 until termination of his employment by the company in August
2006.  Mr. Allen remains a member of the company's Board of
Directors.

                       About Ronco Corp.

Based in Simi Valley, California, Ronco Corporation and Ronco
Marketing Corporation -- http://www.ronco.com/-- manufacture,    
source, market, and distribute proprietary branded consumer
products for use in kitchen and home.  The company and its
affiliate filed for Chapter 11 protection on June 14, 2007 (Bankr.
C.D. Calif. Case No. 07-12000).  Stacia A. Neeley, Esq. and Lee R.
Bogdanoff, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, Ronco Corp.
listed $13,879,000 in total assets and $32,736,000 in total
liabilities, while Ronco Marketing listed estimated assets and
debts of $1 million to $100 million.


SAN GABRIEL: S&P Puts Preliminary BB Rating on $16.5 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to San Gabriel CLO I Ltd./San Gabriel CLO I (Delaware)
Corp.'s $398.5 million floating-rate notes due 2021.
     
The preliminary ratings are based on information as of July 9,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more junior
        classes and the income notes;

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

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.

   
   
                   Preliminary Ratings Assigned
    San Gabriel CLO I Ltd./San Gabriel CLO I (Delaware) Corp.
   
          Class                 Rating          Amount
          -----                 ------          ------
          A-1L                  AAA          $273,000,000
          A-1LV*                AAA           $40,000,000
          A-2L                  AA            $25,000,000
          A-3L                  A             $29,000,000
          B-1L                  BBB           $15,000,000
          B-2L                  BB            $16,500,000
          Income notes          NR            $32,200,000

                    * Variable-funding note.
                        NR -- Not rated.


SEA CONTAINERS: Provides Update on FSD Warning from U.K. Regulator
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Sea Containers Ltd. discloses that on June 15, 2007
the Determinations Panel of the United Kingdom government Pensions
Regulator determined to issue financial support directions to SCL
in respect of SCL's 1983 and 1990 Pension Schemes.

"Our anti-avoidance powers are significant and, as we have always
stressed, we will use them proportionately and where reasonable.
In this case, we concluded that the issue of a Financial Support
Direction was appropriate and justified," Pension Regulator Chief
Executive Tony Hobman said in a press release.

As previously disclosed, the Pensions Regulator issued notices
to SCL on October 19, 2006, warning that it is considering
exercising its powers to issue FSDs to the company under relevant
UK pensions legislation, in respect of the Sea Containers 1983
Pension Scheme and the Sea Containers 1990 Pension Scheme.  These
are multi-employer defined benefit pension plans of Sea Containers
Services Ltd., a UK subsidiary of the company.

The company responded briefly to the original warning notices,
submitting that it would not be reasonable to issue FSDs, and
actively engaged with the Pensions Regulator to persuade it of
this.  However, the Pensions Regulator reissued the warning notice
on April 26, 2007.  A response was submitted that it would not be
reasonable under the circumstances for the Pensions Regulator to
issue FSDs.

SCL President and Chief Executive Officer Robert MacKenzie relates
that the FSDs will be issued on July 13, 2007 unless the Company
appeals the determinations, which it is currently considering.

The FSDs will require the company to put in place financial
arrangements whereby it is liable for the part of the pension
scheme deficit which relates to Sea Containers Services Limited.
In the case of the 1983 Scheme, as of June 8, 2006, the estimated
claim was GBP73,600,000 or approximately USD146,900,000.  In the
case of the 1990 Scheme, as of March 31, 2006, the estimated claim
was GBP17,600,000 or approximately USD35,100,000.

Any financial arrangements put in place will need the approval of
the U.S. Bankruptcy Court.  The arrangements will not give the
Schemes a priority claim at the level of the company but will in
fact be claims ranked pari passu with other unsecured creditors of
the Company.

The Determination Notices, dated June 15, 2007, for the Schemes
and the Reasons of the Determinations Panel of the Pensions
Regulator in relation to the Notices, dated June 25, 2007, may be
found on the Pensions Regulator's Web site at  
http://www.thepensionregulator.gov.uk/

SCL stated in a press statement that it has always been its
expectation that any restructuring plan of reorganization proposed
under the Chapter 11 bankruptcy protection process would be
subject to the Pensions Regulator's Clearance procedure, but the
Company is nevertheless disappointed in the outcome of the
hearing.

                     About Sea Containers

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

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

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

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

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

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


SEQUA CORP: Carlyle Group Agreement Cues Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service reviews the ratings of Sequa Corporation
for possible downgrade in response to the announcement that the
Carlyle Group entered into an agreement to purchase the publicly
traded company for about $2.7 billion or $175 per share.

The company announced that the acquisition will be financed
through a combination of equity and external debt provided by
Carlyle.  Sequa has a Corporate Family Rating of B1.

Moody's review will focus on the impact the proposed transaction
will have on the entity's future capital structure, financial
strategy and credit metrics.  The review will also assess the
degree to which the company's operating strategy will be able to
sustain earnings, cash flow generation and liquidity to support
the new capital structure, which may be comprised of significantly
more debt.  The current debt is primarily composed of senior
unsecured notes, $498 million 9% due 2009 and $199 million 8.875%
due April 2008.  

The notes' indentures provide a put option to holders in the event
of a change in control.  If these bonds are redeemed in their
entirety, Moody's will withdraw all ratings at the close of the
transaction, expected in the fourth quarter.  The company also has
a small unrated bank credit facility held by certain foreign
subsidiaries consisting of a term loan and letter of credit
facility due 2010.

Sequa Corporation, headquartered in New York, NY, is a diversified
industrial company.  Its operations manufacture and repair jet
engine components, perform metal coating, produce automotive
airbag inflators, chemical detergent additives, auxiliary printing
press equipment, emissions control systems, men's formalwear, and
automotive cigarette lighters and power outlets.


SERVICEMASTER CO: Fitch Downgrades Issuer Default Rating to B
-------------------------------------------------------------
Fitch Ratings has removed The ServiceMaster Company's ratings from
Rating Watch Negative and has downgraded the Issuer Default Rating
and senior unsecured rating to 'B' from 'BB-'.  At the same time,
Fitch withdraws these ratings:

    -- Issuer Default Rating 'B';
    -- Unsecured bank facility 'BB-';
    -- Senior unsecured 'B'.

Fitch had indicated in its press release dated March 19, 2007 that
pro forma credit metrics were reflective of a 'B' or 'B-' IDR.  
Also, Fitch notes that under the proposed structure the unsecured
ratings would likely be rated in the 'CCC' category.

Fitch believes that the credit profile could face further pressure
as financing costs could be higher than initial pro forma
estimates.  Also, even a modest cyclical downturn could negatively
affect the company's capacity to service its obligations.

Fitch will no longer provide rating coverage for ServiceMaster.


SILVERCREEK WOODWORKS: Case Summary & 18 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: SilverCreek Woodworks, Inc.
        20551 Builders Street
        Bend, OR 97701

Bankruptcy Case No.: 07-32694

Chapter 11 Petition Date: July 6, 2007

Court: District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Tara J. Schleicher, Esq.
                  Farleigh Witt
                  121 Southwest Morrison, Suite 600
                  Portland, OR 97204
                  Tel: (503) 228-6044
                  Fax: (503) 228-1741

Total Assets: $664,664

Total Debts:  $1,508,849

Debtor's List of its 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
American Express               Credit Card                $273,634
20002 North 19th Avenue
Suite A-21
Phoenix, AZ 85027

Aura Hardwoods                 Trade Debt                  $43,805
210 Phelan Avenue
San Jose, CA 95112

BMT Leasing                    Equipment                   $50,332
P.O. Box 692                                              Secured:
Bryn Mawr, PA 19010                                        $12,000

American International Group                               $34,800

Siemens Financial Services     Equipment                  $149,411
                                                          Secured:
                                                          $120,000

                               Equipment                  $134,523
                                                          Secured:
                                                          $110,000

Maverick Hardware              Trade Debt                  $22,378

Bank of America                Credit Card                 $17,335

Rodda Paint                    Trade Debt                   $9,135

Sherwin Williams               Trade Debt                   $7,322

Cabnetware Inc.                Software                     $7,041

E.B. Bradley Co.               Trade Debt                   $5,971

Richelieu Pacific Coast        Trade Debt                   $5,880

NMHG Financial Services        Equipment                   $25,988
Hyster Capital                                            Secured:
                                                           $22,000

Pacific Pride Bend Oil         Trade Debt                   $3,855

Bank of America                Credit Card                  $3,758

Dell Business Credit           Computer Systems             $3,687

The Bulleting                  Trade Debt                   $3,565

Break Away Glass               Trade Debt                   $2,618


SILVERTON CASINO: S&P Assigns Corporate Credit Rating at B
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Silverton Casino LLC.  The rating outlook is
stable.
     
Concurrently, Standard & Poor's assigned its issue-level and
recovery ratings to the planned $215 million second mortgage notes
due 2015, to be issued jointly by affiliates Silverton Casino LLC,
Majestic Nevada Property Holdings LLC, and Silverton Finance Corp.  
The notes were rated 'B-' with a recovery rating of '5',
indicating the expectation for modest (10%-30%) recovery in the
event of a payment default.
      
Net proceeds from the $515 million of debt financing, including
the expected $300 million senior secured credit facility, together
with a $23.5 million cash equity contribution and $20 million in
free cash flow, will principally be used to fund $485 million in
costs related to the expansion of the Silverton Hotel & Casino.  
Proceeds will also be used to repay approximately $56 million of
existing debt that is currently held by an affiliated entity,
Majestic Nevada Inc.  Pro forma for the transaction, the company
will have $495 million in total consolidated debt outstanding.

Silverton Casino owns and operates the Silverton Hotel & Casino in
Las Vegas.
     
"The 'B' rating reflects the challenges associated with the
company's strategy of attracting a more upscale base of visitors,
the highly competitive nature of the Las Vegas market, the
company's reliance on a single property, and modest construction
risks," said Standard & Poor's credit analyst Guido DeAscanis III.
     
These factors are partially offset by the property's location in a
fast-growing part of the Las Vegas Valley, the unique relationship
with Bass Pro Shops as a tenant, adequate liquidity, and the
financial support of Edward Roski.


SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at (P)Ba1
---------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to
Soundview Home Loan Trust 2007-OPT2.

The complete provisional rating actions are:

Soundview Home Loan Trust 2007-OPT2

Mortgage Pass-Through Certificates, Series 2007-OPT2

Cl. I-A-1, Assigned (P)Aaa
Cl. II-A-1, Assigned (P)Aaa
Cl. II-A-2, Assigned (P)Aaa
Cl. II-A-3, Assigned (P)Aaa
Cl. II-A-4, Assigned (P)Aaa
Cl. M-1, Assigned (P)Aa1
Cl. M-2, Assigned (P)Aa2
Cl. M-3, Assigned (P)Aa3
Cl. M-4, Assigned (P)A1
Cl. M-5, Assigned (P)A2
Cl. M-6, Assigned (P)A3
Cl. M-7, Assigned (P)Baa1
Cl. M-8, Assigned (P)Baa2
Cl. M-9, Assigned (P)Baa3
Cl. M-10, Assigned (P)Ba1

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


STILLWATER MINING: Unions Calls For Strike Today
------------------------------------------------
Stillwater Mining Company was informed that union employees at the
company's Stillwater Mine and Columbus processing facilities,
represented by the USW International Union Local 11-0001, failed
to ratify the new labor agreement reached on July 2, 2007.  As a
result, the Union has called for a strike to begin upon expiration
of the current labor agreement at 12:01 a.m. on Wednesday,
July 11, 2007.  In the meantime, production and processing
operations at both facilities are continuing.

Commenting on the outcome of the vote, Stillwater's chairman and
chief executive officer, Frank McAllister, said, "Clearly, we are
disappointed that the new contract was not ratified. A strike will
be economically painful, not only for the company, but for our
employees, their families and the local communities, as well.  We
intend to return to the negotiating table as soon as possible and
are hopeful that an acceptable agreement can be reached."

                     About Stillwater Mining

Headquartered in Billings, Montana, Stillwater Mining Company
(NYSE:SWC) -- http://www.stillwatermining.com/-- is the only U.S.  
producer of palladium and platinum and is the largest primary
producer of platinum group metals outside of South Africa and the
Russian Federation.  It develops, extracts, processes, refines,
and markets palladium, platinum, and associated metals.  The
company's mining operations consist of the Stillwater Mine located
on the J-M Reef in Nye, Montana; the East Boulder Mine located at
the western end of the J-M Reef in Sweet Grass County, Montana;
and a smelter and base metal refinery located in Columbus,
Montana.

                          *     *     *

As reported in the Troubled Company Reporter on March 9, 2007,
Standard & Poor's Rating Services revised its outlook on Billings,  
Montana-based Stillwater Mining Co. to stable from negative.  At  
the same time, Standard & Poor's affirmed its 'B+' corporate  
credit rating and 'BB-' and '1' recovery rating on the palladium  
and platinum producer's senior secured credit facility.


STRUCTURED ASSET: Fitch Downgrades Ratings on Two Cert. Classes
---------------------------------------------------------------
Fitch has taken rating actions on these Structured Asset
Investment Loan mortgage pass-through certificates, Series 2006-4:

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'AA-';
    -- Class M3 affirmed at 'A+';
    -- Class M4 affirmed at 'A';
    -- Class M5 affirmed at 'A-';
    -- Class M6 affirmed at 'BBB+';
    -- Class M7 affirmed at 'BBB';
    -- Class M8 affirmed at 'BBB-';
    -- Class B1 downgraded to 'BB' from 'BB+';
    -- Class B2 downgraded to 'B+' from 'BB'.

The collateral in the aforementioned transaction consists
primarily of conventional, adjustable- and fixed-rated, fully
amortizing and balloon mortgage loans secured by first and second
liens on the residential properties.  The collateral was primarily
originated by BNC Mortgage, Inc, but was also originated by
various other lenders.  The master servicer for all transactions
is Aurora Loan Services, Inc., which is rated 'RMS1-' by Fitch.

The affirmations reflect a stable relationship between credit
enhancement and future expected losses, and affect approximately
$1.8 billion in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and future expected
losses, and affect approximately $29.3 million in outstanding
certificates.

The trust has experienced high losses thus far (0.37%) due to the
second lien loans being liquidated at high loss severities.  The
pool factor is 75%, and the transaction is 12 months seasoned.  
The collateral in the 60+ delinquency category is approximately
17.44%. Overcollateralization is currently at target.


STRUCTURED ASSET: Fitch Junks Ratings on Five Certificate Classes
-----------------------------------------------------------------
Fitch takes rating actions on these Structured Asset Security
Corp. residential mortgage-backed certificates:

Series 2006-ARS1:

    -- Class A1 affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 rated 'A+' is placed on Rating Watch Negative;

    -- Class M5 downgraded to 'A-' from 'A' and placed on Rating
       Watch Negative;

    -- Class M6 downgraded to 'BBB' from 'A-' and placed on Rating
       Watch Negative;

    -- Class M7 downgraded to 'BB' from 'BBB+' and placed on
       Rating Watch Negative;

    -- Class M8 downgraded to 'B' from 'BBB' and placed on Rating
       Watch Negative;

    -- Class M9 downgraded to 'C' from 'BBB-'; assigned distressed
       recovery rating of 'DR6'

    -- Class B1 downgraded to 'C' from 'BB+'; assigned DR rating
       of 'DR6';

    -- Class B2 downgraded to 'C' from 'BB+'; assigned DR rating
       of 'DR6'.

Series 2006-S1

    -- Class A1 & A2 affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'AA-';
    -- Class M3 rated 'A+' and placed on Rating Watch Negative;

    -- Class M4 downgraded to 'A-' from 'A' and placed on Rating
       Watch Negative;

    -- Class M5 downgraded to 'BBB+' from 'A-' and placed on
       Rating Watch Negative;

    -- Class M6 downgraded to 'BBB-' from 'BBB+' and placed on
       Rating Watch Negative;

    -- Class M7 downgraded to 'BB' from 'BBB' and placed on Rating
       Watch Negative;

    -- Class M8 downgraded to 'B' from 'BBB-' and placed on Rating
       Watch Negative;

    -- Class B1 downgraded to 'C' from 'BB+'; assigned DR rating
       of 'DR6';

    -- Class B2 downgraded to 'C' from 'BB'; assigned DR rating of
       'DR6'.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$327 million of outstanding certificates.  CE is in the form of
subordination, overcollateralization and excess spread.  The
negative rating actions, affecting approximately $111.1 million of
outstanding certificates, reflect deterioration in the
relationship between CE and expected losses.

Approximately 11.31% of the pool for series 2006-ARS1 is more than
60 days delinquent.  The OC amount is currently $5,954,369, or
roughly $11 million below its target amount.  At 12 months since
the first distribution date, the OC is currently equal to 2.54% of
the original collateral balance, as compared to a target level of
7.65% of the original collateral balance.  In four of the past 6
months, the excess spread has not been sufficient to cover the
monthly losses incurred and as a result, OC has further
deteriorated.  Cumulative losses as a percent of the original
collateral balance are 7.98%.

For series 2006-S1, approximately 6.19% of the pool is more than
60 days delinquent.  This series was structured to have growing
OC. Because of the faster-than-expected prepayments and earlier-
than-expected collateral losses, the OC did not reach the initial
target amount of $19.2 million.  In five of the past 6 months, the
excess spread has not been sufficient to cover the monthly losses
incurred.  Cumulative losses as a percent of the original
collateral balance are 3.70%.

The transactions are twelve and sixteen months seasoned,
respectively.  The pool factors are approximately 71% and 58%,
respectively.

The mortgage pools consist of conventional, fixed rate, fully-
amortizing and balloon, second lien residential mortgage loans.  
The mortgage loans were acquired by Lehman Brothers Holdings Inc.
from various banks and other mortgage lending institutions and are
master serviced by Aurora Loan Services, Inc., which is rated
'RMS1-' by Fitch.


THREE ANGELS-GA: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Three Angels-GA, L.L.C.
        243 Stowers Road East
        Dawsonville, GA 30534
        Tel: (770)789-7927

Bankruptcy Case No.: 07-21329

Chapter 11 Petition Date: June 9, 2007

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Joseph J. Burton, Jr., Esq.
                  Burton & Armstrong, L.L.P., Suite 1750
                  Two Ravinia Drive
                  Atlanta, GA 30346
                  Tel: (404) 892-4144
                  Fax: (404) 892-0390

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Security Bank of                                    $1,448,000
North Fulton
2380 Old Milton Parkway,
Suite 200
Alpharetta, GA 30009


VERTICAL CRE: Fitch Affirms BB- Rating on $4 Million Class H Notes
------------------------------------------------------------------
Fitch Ratings affirms eight classes of floating-rate notes issued
by Vertical CRE CDO 2006-1, Ltd. and Vertical CRE CDO 2006-1,
Corp.  These rating actions are effective immediately:

    -- $214,000,000 Class A affirmed at 'AAA';
    -- $29,000,000 Class B affirmed at 'AA';
    -- $10,000,000 Class C affirmed at 'A';
    -- $4,000,000 Class D affirmed at 'A-';
    -- $12,000,000 Class E affirmed at 'BBB';
    -- $5,000,000 Class F affirmed at 'BBB-';
    -- $10,500,000 Class G affirmed at 'BB';
    -- $4,000,000 Class H affirmed at 'BB-'.

Vertical CRE CDO 2006-1 is a revolving collateralized debt
obligation that closed May 24, 2006 and is managed by Vertical
Capital LLC, which is rated 'CAM2' by Fitch.  The portfolio is
currently composed of commercial mortgage-backed securities
(70.1%), commercial real estate CDOs (19.1%), commercial real
estate loans (9.8%), and bank loans to real estate operating
companies (1.0%).  Vertical CRE CDO 2006-1 will end its
reinvestment period in April 2011.

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 16, 2007 all overcollateralization and interest coverage
ratios have remained stable and continue to pass their covenants.  
The current WARF on the collateral has improved to 6.93
('BBB'/'BBB-'). The collateral has a maximum Fitch WARF of 8.50
('BB+').  There have been no defaulted or distressed securities in
the portfolio, to date.  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.

The ratings of the class A 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, F, G and H 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.


WACHOVIA BANK: Moody's Assigns Low-B Ratings to Six Certificates
----------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Wachovia Bank Commercial Mortgage Trust 2007-
C30.  The provisional ratings issued on March 21, 2007 have been
replaced with these definitive ratings:

-- Class A-1, $35,195,000, rated Aaa
-- Class A-2, $100,000,000, rated Aaa
-- Class A-3, $908,744,000, rated Aaa
-- Class A-4, $195,542,000, rated Aaa
-- Class A-PB, $126,906,000, rated Aaa
-- Class A-5, $1,876,383,000, rated Aaa
-- Class A-1A, $2,289,679,000, rated Aaa
-- Class A-M, $540,349,000, rated Aaa
-- Class A-J, $671,798,000, rated Aaa
-- Class B, $49,397,000, rated Aa1
-- Class C, $79,035,000, rated Aa2
-- Class D, $69,155,000, rated Aa3
-- Class E, $59,277,000, rated A1
-- Class F, $69,155,000, rated A2
-- Class G, $98,794,000, rated A3
-- Class H, $79,035,000, rated Baa1
-- Class J, $88,914,000, rated Baa2
-- Class K, $79,035,000, rated Baa3
-- Class L, $39,518,000, rated Ba1
-- Class M, $19,759,000, rated Ba2
-- Class N, $29,638,000, rated Ba3
-- Class O, $19,758,000, rated B1
-- Class P, $9,880,000, rated B2
-- Class Q, $19,759,000, rated B3
-- Class X-P, $1,912,455,500*, rated Aaa
-- Class X-C, $1,975,874,684*, rated Aaa
-- Class X-W, $5,927,624,052*, rated Aaa

* Approximate notional amount

Moody's assigned definitive ratings to this additional class of
certificates:

-- Class A-MFL, $250,000,000, rated Aaa


WASHINGTON MUTUAL: Fitch Affirms BB- Ratings on Two Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Washington
Mutual residential mortgage-backed certificates:

WaMu Series 2001-7

    -- Class A affirmed at 'AAA'.

WaMu Series 2002-AR2

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB-'.

WaMu Series 2002-AR10

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AA+';
    -- Class B-4 affirmed at 'AA-';
    -- Class B-5 affirmed at 'A-'.

WaMu Series 2002-AR11

    -- Classes A and M-1 affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AA';
    -- Class B-4 affirmed at 'A';
    -- Class B-5 affirmed at 'BBB'.

WaMu Series 2002-AR12

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AA+';
    -- Class B-4 affirmed at 'AA-';
    -- Class B-5 affirmed at 'A-'.

WaMu Series 2002-AR13

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA+';
    -- Class B-3 affirmed at 'AA-';
    -- Class B-4 affirmed at 'A+';
    -- Class B-5 affirmed at 'BBB+'.

WaMu Series 2002-AR14

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA+';
    -- Class B-3 affirmed at 'AA-';
    -- Class B-4 affirmed at 'A+';
    -- Class B-5 affirmed at 'BBB+'.

WaMu Series 2002-AR15

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A+';
    -- Class B-4 affirmed at 'A';
    -- Class B-5 affirmed at 'BBB'.

WaMu Series 2002-AR16

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A+';
    -- Class B-4 affirmed at 'A';
    -- Class B-5 affirmed at 'BBB'.

WaMu Series 2002-AR19

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB+';
    -- Class B-5 affirmed at 'BB+'.

Washington Mutual Mortgage Series 2002-MS7

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AAA';
    -- Class C-B-3 affirmed at 'AA+';
    -- Class C-B-4 upgraded to 'AA-' from 'A';
    -- Class C-B-5 upgraded to 'A' from 'BBB+'.

WAMMS Series 2002-MS8

    -- Class A affirmed at 'AAA';
    -- Class C-B-4 upgraded to 'AA+' from 'A+';
    -- Class C-B-5 upgraded to 'A+' from 'BBB'.

WAMMS Series 2002-MS9

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 upgraded to 'AAA' from 'AA+';
    -- Class C-B-3 upgraded to 'AA+' from 'AA';
    -- Class C-B-4 upgraded to 'AA' from 'AA-';
    -- Class C-B-5 upgraded to 'BBB+' from 'BBB-'.

WAMMS Series 2002-MS10

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AA+';
    -- Class C-B-3 affirmed at 'AA';
    -- Class C-B-5 affirmed at 'BBB+'.

WAMMS Series 2002-MS11

    -- Class A affirmed at 'AAA';
    -- Class .C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AA+';
    -- Class C-B-3 affirmed at 'AA';
    -- Class C-B-4 affirmed at 'A+';
    -- Class C-B-5 affirmed at 'BBB+'.

WaMu Series 2002-S5

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AAA';
    -- Class B-4 affirmed at 'AA';
    -- Class B-5 affirmed at 'A'.

WaMu Series 2002-S6

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AAA';
    -- Class B-4 affirmed at 'AA';
    -- Class B-5 affirmed at 'A+'.

WaMu Series 2002-S7

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AA+';
    -- Class B-4 affirmed at 'AA';
    -- Class B-5 affirmed at 'A'.

WaMu Series 2003-AR1

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB+';
    -- Class B-5 affirmed at 'BB+'.

WaMu Series 2003-AR2

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

WaMu Series 2003-AR4

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB+';
    -- Class B-5 affirmed at 'BB+'.

WaMu Series 2003-AR5

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA+';
    -- Class B-2 affirmed at 'A+';
    -- Class B-3 affirmed at 'A-';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

WaMu Series 2003-AR6

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA+';
    -- Class B-2 affirmed at 'AA-';
    -- Class B-3 affirmed at 'A-';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

WAMMS Series 2003-MS1

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AA+';
    -- Class C-B-3 affirmed at 'AA-';
    -- Class C-B-4 affirmed at 'A-';
    -- Class C-B-5 affirmed at 'BB+'.

WAMMS Series 2003-MS2

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AA+';
    -- Class C-B-3 affirmed at 'AA';
    -- Class C-B-4 affirmed at 'BBB+';
    -- Class C-B-5 affirmed at 'BBB-'.

WAMMS Series 2003-MS3

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AAA';
    -- Class C-B-4 affirmed at 'A+';
    -- Class C-B-5 affirmed at 'BBB'.

WAMMS Series 2003-MS5

    -- Class A affirmed at 'AAA';
    -- Class C-B-5 affirmed at 'BB-'.

WAMMS Series 2003-MS7

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA+';
    -- Class B-3 affirmed at 'A+';
    -- Class B-4 affirmed at 'A';
    -- Class B-5 affirmed at 'BB+'.

WAMMS Series 2005-RA1 Groups 1 & 2

    -- Class A affirmed at 'AAA'.

WAMMS Series 2005-RA1 Group 3

    -- Class A affirmed at 'AAA'.

The affirmations, affecting approximately $3.753 billion of the
outstanding certificates, are due to credit enhancement consistent
with future loss expectations.  The upgrades, affecting
approximately $9.4 million of the outstanding certificates,
reflect an improvement in the relationship between CE and expected
loss.  The credit enhancement for the upgraded classes as of June
25, 2007 distribution has more than doubled since issuance.

The collateral for the above WAMU and WAMMS deals primarily
consists of 15- to 30-year fixed-rate mortgages secured by first
liens on one-to four-family residential properties.  The 'AR'
deals have collateral which consists of 15- to 30-year adjustable-
rate mortgages, also secured by first liens on one- to four-family
residential properties.  All of the above deals are master
serviced by Washington Mutual Mortgage Securities Corp. (rated
'RMS2+' by Fitch).


WIRELESS AGE: CFO Agrees to Cut Annual Pay to CDN$100,000
---------------------------------------------------------
Wireless Age Communications Inc.'s chief financial Officer, Gary
N. Hokkanen, agreed to modify his employment arrangement with the
company, effective July 1, 2007.  Mr. Hokkanen has served as the
company's CFO since May of 2003.

On July 2, 2007, Mr. Hokkanen and the company entered into a
consulting services agreement pursuant to which Mr. Hokkanen
agreed to reduce his annual compensation to CDN$100,000 and
provisions for a bonus were rescinded.  The initial term of the
consulting services agreement expires June 30, 2009, and if
renewed will be renegotiated at that time.  All other terms and
conditions remain unchanged.  The company and Mr. Hokkanen agreed
that due to reduced role and compensation he would not devote all
of his time to company matters.

As previously disclosed, on Jan. 4, 2006, that Mr. Hokkanen was
compensated under an employment agreement dated Dec. 30, 2005.  
Under the terms of the employment agreement, Mr. Hokkanen would
receive annual compensation of CDN$175,000.  Mr. Hokkanen was also
to receive an annual bonus of CDN$50,000 based on a yet to be
determined annual criteria.  Mr. Hokkanen's employment agreement
also contained other customary terms and conditions commensurate
with the position.

                        About Wireless Age

Headquartered in Mississauga, Ontario, Canada, Wireless Age
Communications Inc. (OTC BB: WLSA.OB) -
http://www.thewirelessage.com/-- through its 99.7% owned
subsidiary, Wireless Age Communications Ltd., is in the business
of operating retail cellular and telecommunications outlets in
cities in western Canada.  The company, through its other wholly
owned subsidiary Wireless Source Distribution Ltd., is in the
business of distributing two-way radio products, prepaid phone
cards, wireless accessories and various battery and ancillary
electronics products in Canada.

At March 31, 2007, the company's balance sheet showed $6,890,269
in total assets and $10,084,271 in total liabilities, resulting in
a $3,194,002 total stockholders' deficit.

                       Going Concern Doubt

Mintz & Partners LLP, in Toronto, Canada, expressed substantial
doubt about Wireless Age Communications Inc.'s ability to continue
as a going concern after auditing the company's balance sheet at
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations, and working capital
and stockholders' deficits at Dec. 31, 2006.


WIRELESS AGE: Posts $7.4 Million Revenues in Quarter Ended June 30
------------------------------------------------------------------
Wireless Age Communications Inc. reported that revenues from
continuing operations for the second quarter 2007 were about
$7.4 million.

Year to date continuing operations revenues as of June 30, 2007
totaled about $13.4 million representing an increase of 23% over
the prior year.  Second quarter continuing operations revenues
increased 26% year over year.

The company will record a non-cash special accounting charge to
income from the Newlook Industries Corp. settlement, in the order
of $2 million, very similar in nature to the charge recorded for
not achieving the earnings per share covenant during fiscal 2006.  
On June 29, 2007, Wireless Age and Newlook mutually agreed to a
settlement and release whereby Wireless Age issued 26,638,267
restricted common shares to Newlook on these basis:

  -- 16,771,600 restricted common shares in exchange for the
     4,192,900 series A preferred shares;

  -- 6,666,667 restricted common shares of in exchange for:
     (i) the A warrants to purchase 5,000,000 common shares; and
     (ii) the B warrants to purchase 5,000,000 common shares;

  -- 3,200,000 restricted common shares in settlement of
     Liquidated damages arising from the composition of Wireless
     Age's board.

The company believes that the 2007 operating performance targets
were unlikely to be met.  The effect of this was that the series A
preferred shares would convert into 16,771,600 common shares.

The exercise price of the A and B warrants dropped from $0.125 to
$0.0625 per share and from $0.25 to $0.125 per share,
respectively.  The company valued the A and B warrants, at the
lower exercise prices, using a Black Scholes valuation model and
agreed to issue restricted shares at current market prices in the
amount of the valuation.

The board composition breach provided that Newlook would receive
cash or preferred stock, at their option.   Since Feb. 4, 2007,
the board of directors did not consist of a majority of
independent directors.  The dollar amount of preferred stock
issuable was $112,000, which was currently convertible into common
at $0.07 per share, or 1,600,000 common shares.  By agreeing the
Company was unlikely to achieve the fiscal 2007 operating
performance covenant the conversion rate dropped to $0.035 per and
3,200,0000 common shares were issuable.

Due to the formal bankruptcy of mmwave prior to June 30th, the
company will record a gain from "disposal" of the bankrupt entity.
The company believes that the disposal gain will exceed the amount
of the non-cash special charge resulting in a net gain for the
quarter.  This in addition to a good operating profit should give
the company positive earnings per share for the first half of
fiscal 2007.

Wireless Age chairman and chief executive officer John Simmonds
commented, "The company had a very strong second quarter.
Continuing operations again posted solid results.  There will be,
however, several complicated accounting issues, arising from the
Newlook settlement and the mmwave bankruptcy that will have to be
sorted out prior to the release of our second quarter report.  In
addition, and probably more significantly, Newlook became the
company's controlling shareholder during the quarter.  We believe
that the company and Newlook management will work closely together
to advance the company."

                       Going Concern Doubt

Mintz & Partners LLP, in Toronto, Canada, expressed substantial
doubt about Wireless Age Communications Inc.'s ability to continue
as a going concern after auditing the company's balance sheet at
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations, and working capital
and stockholders' deficits at Dec. 31, 2006.

                        About Wireless Age

Headquartered in Mississauga, Ontario, Canada, Wireless Age
Communications Inc. (OTC BB: WLSA.OB) --
http://www.thewirelessage.com/-- through its 99.7% owned
subsidiary, Wireless Age Communications Ltd., is in the business
of operating retail cellular and telecommunications outlets in
cities in western Canada.  The company, through its other wholly
owned subsidiary Wireless Source Distribution Ltd., is in the
business of distributing two-way radio products, prepaid phone
cards, wireless accessories and various battery and ancillary
electronics products in Canada.


YEARLING-BURRY 15: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Yearling-Burry 15, L.L.P., Debtor
        5620 East Nauui Valley Drive
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 07-03225

Chapter 11 Petition Date: June 9, 2007

Court: District of Arizona (Phoenix)

Debtor's Counsel: Dean M. Dinner, Esq.
                  Jennings, Haug & Cunningham, L.L.P.
                  2800 North Central Avenue, Suite 1800
                  Phoenix, AZ 85004-1049
                  Tel: (602) 234-7874
                  Fax: (602) 277-5595

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Scott Gould                 loan                    $2,035,510
5433 East Osborn
Phoenix, AZ

Olsson Associates           trade debt                $170,000
7250 North 16th Street
Suite 210
Phoenix, AZ 85020


* Seyfarth Shaw Adds David Wiseblood to San Francisco Practice
--------------------------------------------------------------
David M. Wiseblood, Esq. has joined Seyfarth Shaw LLP's San
Francisco office as a partner in its Bankruptcy, Workouts and
Business Reorganization Practice Group.  Mr. Wiseblood was
previously a partner with K & L Gates.

Mr. Wiseblood's practice concentrates on all aspects of bankruptcy
and creditor's rights litigation and related services.  He has
represented national and community banks, leasing companies,
asset-based lenders and real estate developers.  Wiseblood's
practice has historically had a particular emphasis on complex
bankruptcy cases, commercial workouts, loan restructurings and
defense litigation.

"We are thrilled to have David join our team," said Gus A.
Paloian, chair of Seyfarth Shaw's Bankruptcy, Workouts and
Business Reorganization Practice Group.  "David is a respected
practitioner of all aspects of bankruptcy litigation law, and his
addition to our San Francisco office will enable us to meet the
growth in demand for our services."

The firm's bankruptcy litigation attorneys represent lenders,
trustees, creditors' committees, unsecured creditors and others
with responsibility to implement reorganization or liquidation
plans.  They also represent debtors and distressed companies
seeking to establish and carry out plans that will maximize the
opportunity to successfully resolve financial and operational
concerns.

"The addition of David to our office will help us provide a full
spectrum of San Francisco-based legal services for clients in the
Bay Area and throughout California, including those in need of
bankruptcy counsel and support," said Nick C. Geannacopulos,
Managing Partner of the firm's San Francisco office.  "David is a
welcome addition to our partnership both professionally and
personally."

Mr. Wiseblood earned his B. A. in Economics from the University of
California at Berkeley.  He earned his J. D. from the University
of San Francisco School of Law where he also worked on the
school's Law Review.  Mr. Wiseblood is a member of the State Bar
of California.

"I believe Seyfarth Shaw's core values-including client service,
commitment, innovation and team work-embody the way I practice law
and work with my clients," Wiseblood said.  "I am delighted to
join my new colleagues in the San Francisco office and look
forward to working with my fellow attorneys from offices
throughout the country as we work hard to contribute to our
clients businesses' and interests."

                         About Seyfarth Shaw

Based in New York City, Seyfarth Shaw LLP --
http://www.seyfarth.com/-- has over 700 attorneys located in nine  
offices throughout the United States including Chicago, New York,
Boston, Washington D.C., Atlanta, Houston, Los Angeles, San
Francisco and Sacramento as well as Brussels, Belgium.  Seyfarth
Shaw provides a broad range of legal services in the areas of
labor and employment, employee benefits, litigation and business
services.  The firm's practice reflects virtually every industry
and segment of the country's business and social fabric.  Clients
include over 200 of the Fortune 500 companies, financial
institutions, newspapers and other media, hotels, health care
organizations, airlines and railroads.  The firm also represents a
number of federal, state, and local governmental and educational
entities.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

July 17, 2007
   BEARD AUDIO CONFERENCES
      China's New Enterprise Bankruptcy Law
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

July 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast & TMA Executive Board Meeting
         Cornell Club, New York, New York
            Contact: 646-932-5532 or http://www.turnaround.org/

July 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida / Secured Lenders Marlins Baseball Game
         Dolphin Stadium, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mystic Blue Boat Cruise
         Navy Pier, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Night of Excellence
         Petersen Automotive Museum, Los Angeles, California
            Contact: 310-458-2081 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mystic Blue Boat Cruise
         Navy Pier, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Networking Event
         Location TBA, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Charity Networking Event
         Loews Hotel, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Event Fundraiser
         Loews Hotel, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23-24, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Financial Restructuring 101 & 102
         The Flatotel, New York, New York
            Contact: http://www.frallc.com/

July 25, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Brown Bag Lunch
         Reid & Riege, New Haven, Connecticut
            Contact: http://www.iwirc.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, South Carolina
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         TBA, Arizona
            Contact: http://www.turnaround.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Social Event
         Crystal Lake Golf Club, Lakeville, Minnesota
            Contact: 612-708-0258 or http://www.turnaround.org/

July 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Golf Tournament
         Kings Deer Golf Club, Monument, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

July 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lake Tahoe Cruise: Getting to Know Your Nevada Associations
         Zephyr Cove, Lake Tahoe, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

July 31, 2007
   BEARD AUDIO CONFERENCES
      Non-Traditional Lenders and the Impact of
         Loan-to-Own Strategies on the
            Restructuring Process
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, Florida
                  Contact: http://www.turnaround.org/

Aug. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-SA Board Meeting
         Deloitte Place, Sandton, South Africa
            Contact: http://www.turnaround.org/

Aug. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 9, 2007  
   BEARD AUDIO CONFERENCES
      Technology as a Competitive Advantage For Today's Legal
Processes
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

Aug. 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 9, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Brown Bag Lunch
         Blum Shapiro & Co., West Hartford, Connecticut
            Contact: http://www.iwirc.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Olympics Sportsman's Lunch
         Sofitel, Brisbane, Queensland, Australia
         Contact: 1300 303 863 or http://www.turnaround.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Aug. 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Brew Pub & Pool Social
         Wynkoop Brewing Company, Denver, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

Aug. 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Networking Event
         TBA, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

Aug. 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, Illinois
            Contact: http://www.nabt.com/

Aug. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Aug. 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs,
            New York
               Contact: http://www.turnaround.org/

Sept. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
                     http://www.turnaround.org/

Sept. 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
               Contact: http://www.abiworld.org/

Sept. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Networking at the Yards
         Oriole Park at Camden Yards, Baltimore, Maryland
            Contact: 215-657-5551 or http://www.turnaround.org/

Sept. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Sept. 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      14th Annual Connecticut Children's Medical Center
         Fundraiser Golf Outing
            Woodbridge Country Club, Woodbridge, Connecticut
               Contact: 203-265-2048 or http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lean Transformation at Current and Other Case Studies
         Denver Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Annual Golf Tournament
         Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         TBA, Arizona
            Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 4, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
http://www.turnaround.org/

Oct. 5, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown University Law Center
            Washington, District of Columbia

Oct. 9-10, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
      CONFEDERATION
         IWIRC Annual Fall Conference
            Orlando, Florida
               Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Winn Dixie Bankruptcy
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 12, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Presentation by George F. Will: The Political Argument Today
         Orlando, Florida
            Contact: www.ardent-services.com

Oct. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Educational Program at NCBJ
         Orlando World Marriott, Orlando, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 23, 2007
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy
         Contact: 240-629-
3300; http://www.beardaudioconferences.com/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Seattle, Washington
            Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 26, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Hotel Adlon Kempinski, Berlin, Germany
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331; http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees, Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333; http://www.turnaround.org/

Nov. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Mixer
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Aloha Airlines Story
         Bankers Club, Miami, Florida
            Contact: http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia 4th Annual Conference and Gala Dinner
          Hilton, Sydney, Australia
            Contact: http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495; http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver, British Columbia
            Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Holiday Gala
         Yale Club, New York, New York
            Contact: http://www.iwirc.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
         TBD, New Jersey
            Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
         Hilton, Sydney, Australia
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library   
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues  
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today's Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


BEARD AUDIO CONFERENCES
   Twenty-Day Claims  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***